02-159,`° S
�S
t
Presented By _�
Refeaed To
(��<��.�..�, - �'°-�« `, a , 3 , a�
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
�
Committee:
2
ACCEPTING PROPOSAL ON SALE OF
$19,000,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
4 BONDS, SERIES 2002A,
5 PROVIDING FOR THEIR ISSUANCE, AND LEVYING
6 A TAX FOR THE PAYMENT THEREOF
WHEREAS, the Director, Office ofFinancial Services, has presented proposals
received for the sale of $19,000,000 General Obligation Capital Improvement Bonds, Series
2002A (the "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
10 WHEREAS, the proposals set forth on Exhibit A attached hereto were received
11 pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 1030 A.M.,
12 Central Tnne, this same day; and
13 WHEREAS, the Director, Office of Financial Services, has advised this Council
14 that the proposal of u"c" f�°.,,�� p; ,���,�,was found to be the most advantageous
15 and has recommended that said proposal be accepte , and
16 WHEREAS, the proceeds of the Bonds will finance certain capital improvements,
17 for which the City is proceeding pursuant to its Charter and Laws of Minnesota for 1971,
18 Chapter 773, as amended, with any excess to be used for any other purpose permitted by law;
19 and
20 WHEREAS, the City has heretofore issued registered obligations in certificated
21 form, and incurs substantial costs associated with their printing and issuance, and substantial
22 continuing transaction costs relating to their payment, transfer and exchange; and
23 WHEREAS, the City has determined that significant savings in transaction costs
24 will result from issuing bonds in "global book-entry form", by which bonds are issued in
25 certificated form in large denominations, registered on the books of the City in the name of a
26 depository or its nominee, and held in safekeepin� and immobilized by such depository, and such
27 depository as part of the computerized national securities clearance and settlement system (the
28 "National System") registers transfers of ownership interests in the bonds by making
29 computerized book entries on its own books and distributes payments on the bonds to its
30 Participants shown on its books as the owners of such interests; and such Participants and other
31 banks, brokers and dealers participating in the National System will do likewise (not as agents of
32 the City) if not the beneficial owners of the bonds; and
1377507v2 1
Council File # O a� �
Green Shee[ # �'a C� �
A�..�����, �Pa�� - �=�b. a�, a.�o�
oa - �sq
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
4 WHEREAS, The Depository Trust Company, a limited purpose trust company
5 organized under the laws of the State of New York, or any of its successors or successors to its
6 fixuctions hereunder (the "Depository"), will act as such depository with respect to the Bonds
7 except as set forth below, and the City has heretofore delivered a letter of representations (the
8 "Letter of Representations") setting forth various matters relating to the Depository and its role
9 with respect to the Bonds; and
10
11
12
13
14
WHEREAS, the City will deliver the Bonds in the form of one certificate per
maturity, each representing the entire principal amount of the Bonds due on a particular maturity
date (each a"Global Certificate"), which single certificate per maturity may be transferred on the
City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
denominarions unless the City determines to issue Replacement Bonds as provided below; and
15 WHEREAS, the City wiil be able to replace the Depository or under certain
16 circumstances to abandon the "global book-enhy form" by permitting the Global Certificates to
17 be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
18 register; 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 the registration books of the City maintained by the registrar appointed as provided
22 in paragraph 8(the "Bond Registrar"); and
23 WHEREAS, Rule 15c2-12 of the Securiries and Exchange Commission prohibits
24 "participating undenvriters" from purchasing or selling the Bonds unless the City undertakes to
25 provide certain continuing disclosure with respect to the Bonds; and
26 WHEREAS, pt�rsuant 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 financiai
28 advisor and determines to sell the Bonds by private negotiation, and the City has instead
29 authorized a competitive sale without publication of norice thereof as a form of private
30 negotiation; and
31
32
33
34
WHEREAS, proposals for the Bonds have been solicited by Springsted
Incorporated pursuant to an Official Statement and Terms of Proposal therein:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
Paul, Minnesota, as follows:
35 1. Accentance of Provosai. The proposal of U.S. Bancorp Piper Jaffray Inc.
36 (the "Purchaser") to purchase $19,000,000 General Obligarion Capital Improvement Bonds,
37 Series 2002A, of the City (the "Bonds", or individually a"Bond"), in accordance with the Terxns
38 of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the
39 Bonds the sum of $18,468,305.16, plus interest accrued to settlement, is hereby found,
is��so��z
�w.�ra.& � ��. - � �e . a�1, a � b �-
o�.-�s9
1 deternuned and declared to be the most favorable proposal received and is hereby accepted, and
2 the Bonds are hereby awarded to the Purchaser. The Director, Office of Financial Services, or
3 his designee, is directed to retain the deposit of the Purchaser and to forthwith return to the others
4 making proposals their good faith checks or dra$s.
5 2. Title; Ori�nal Issue Date. Denominations; Maturities. The Bonds shall be
6 titled "General Obligation Capital Improvement Bonds, Series 2002A", shali be dated Mazch 1,
7 2002, as the date of original issue and shall be issued forthwith on or a$er such date as fully
8 registered bonds. The Bonds shail be numbered from R-1 upward. Global Certificates shall each
9 be in the denomination of the entire principal amount maturing on a singie date, or, if a portion
10 of said principal amount is prepaid, said principal amount less the prepayment. Replacement
11 Bonds, if issued as provided in paragraph 6, shall be in the denomination of $5,000 each or in
12 any integrai multiple thereof of a single maturity. The Bonds sha11 mature on March 1 in the
13 years and amounts as follows:
Year
2003
2004
2005
2006
2007
14
15
16
17
18
19
20
21
Amount
$1,650,000
1,680,000
1,725,000
1,775,000
1,835,000
Year
2008
2009
2010
2011
2012
Amount
$1,905,000
1,980,000
2,060,000
2,150,000
2,240,000
3. Purpose. The Bonds shall provide funds for the construction of the capital
improvements in the City's 2002 capital isuprovement budget (the "�Snprovements"), including
payments on a lease relating to the City's central library. The proceeds of the Bonds shall be
deposited and used as provided in paragraph 17, for the purpose described by Laws of Minnesota
for 1971, Chapter 773, as amended, and any excess moneys shall be devoted to any other
purpose permitted by law. The total cost of the Improvements, which shall include all costs
enumerated in Minnesota Statutes, Section 475.65, 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 sexniannually on March 1
24 and September 1 of each year (each, an"Interest Payment Date"), commencing September 1,
25 2002, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates
26 per annum set forth opposite the maturity years as follows:
Maturitv Year
2003
2004
2005
2006
2007
27
Interest Rate
1.450%
2.200
2.700
3.000
3.350
Mahxritv Year
2008
2009
2010
2011
2012
Interest Rate
3.550%
4.000
4.000
4.000
4.125
is��so��Z
ea-�9
0
9
10
il
12
13
14
15
16
5. Description of the Global Certificates and Global Book-Entry S�stem.
Upon their original issuance the Bonds will be issued in the form of a single Global Cerkificate
for each maturity, deposited with the Depository by the Purchaser and immobilized as provided
in paragraph 6. No beneficial owners of interests in the Bonds will receive certificates
representing their respective interests in the Bonds except as provided in pazagraph 6. Except as
so provided, during the term of the Bonds, beneficial ownership (and subsequent transfers of
beneficial ownership) of interests in the Giobal Certificates will be reflected by book entries
made on the records of the Depository and its Participants and other banks, brokers, and dealers
participating in the National System. The Depository's book entries of beneficial ownership
interests are authorized to be in increments of $5,000 of principal of the Bonds, but not smaller
increments, despite the larger authorized denominations of the Global Certificates. Payment of
principal of, premium, if any, and interest an the Global Certificates will be made to the Bond
Registrar as paying agent, and in turn by the Bond Registraz to the Depository or its nominee as
registered owner of the Global Certificates, and the Depository according to the laws and rules
goveming it will receive and forward payments on behalf of the beneficial owners of the Global
Certificates.
17 Payment of principal of, premium, if any, and interest on a Global Certificate may in the
18 City's discretion 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 bythe Denositorv; Successor
Depositorv; Replacement Bonds. Pursuant to the request of the Purchaser to the Depository,
which request is required by the Terms of Proposal, immediately upon the original delivery of
the Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with
the Depository or its agent. The Global Certificates shall be in typewritten form or otherwise as
acceptable to the Depository, shall be registered in the name of the Depository or its nominee
and shall be held immobilized from circulation at the offices of the Depository or its agent on
behalf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the
sole holder of record of the Global Certificates and no investor or other party purchasing, selling
or otherwise transferring ownership of interests in any Bond is to receive, hold or deliver any
bond certificates so long as the Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and an paragraph 12.
Certificates evidencing the Bonds may not after their original dellvery be transferred or
exchanged except:
(i) Upon registration of transfer of ownership of a Global Certificate, as
provided in pazagraph 12,
(ii) To any successor of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (iii) of trus
subparagraph, provided that any successor of the Depository or any substitute depository
must be both a"ciearing corporation" as defined in the Minnesota LTniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
ia��so��z
oa-�s9
�
6
7
(iii) To a substitute depository designated by and acceptable to the City upon
(a) the determivation by the Depository that the Bonds shall no longer be eligible for its
depository services or (b) a detemunation 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
instrucrions 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 (b) upon a determination by the City in its sole discretion that (1) the
12 continuation of the book-entry system described herein, which precludes the
13 issuance of certificates (other than Global Certificates) to any Holder other than
14 the Depository (or its nominee), might adversely affect the interest of the
15 beneficial owners of the Bonds, ar(2) that it is in the best interest of the beneficial
16 owners of the Bonds that they be able to obtain certificated bonds,
17 in either of which events the City shall notify Holders of its determination and of the
18 availability of certificates (the "Replacement Bonds") to Hoiders requesting the same and
19 the registration, transfer and exchange of such Bands will be conducted as provided in
20 paragraphs 9B and 12 hereof.
21 In the event of a succession of the Depository as may be authorized by this
22 paragraph, the Bond Registrar upon presentation of Global Certificates shall register their
23 transfer to the substitute or successor depository, and the substitute or successor depository shall
24 be treated as the Depository for all purposes and functions under this resolution. The Letter of
25 Representations shall not apply to a substitute or successor depository unless the City and the
26 substitute or successor depository so agree, and a similar agreement may be entered into.
27
28
29
30
31
32
33
34
35
36
37
7. Redemntion.
(a) Optional Redemption; Due Date. All Bonds maturing after March 1, 2010, 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 thereo£ 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.
38 (b) Notation on Global Certificate. Upon a reduction in the aggregate principal
39 amount of a Global Certificate, the Holder may make a notation of such redemption on the panel
40 provided on the Global Certificate stating the amount so redeemed, or may return the Global
�s��sm�z
oa,_�s9,
Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the
Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for
reference only, and may not be relied upon by any other person as being in any way
detenninative of the principal amount of such Global Certificate outstanding, uniess the Bond
Registrar has signed the appropriate column of the panel.
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
(c) Selection of Re�lacement Bonds. To effect a partial redemption of Replacement
Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption
shall assign to each Replacement Bond having a common maturity date a distinctive number far
each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then
select by lot, using such method of selection as it shall deem proper in its discretion, from the
numbers so assigned to such Replacement Bonds, as many nuxnbers as, at $5,000 for each
number, shall equal the principal amount of such Replacement Bonds to be redeemed. The
Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned
numbers so selected; provided, however, that only so much of the principai amount of each such
Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
$5,000 for each number assigned to it and so selected.
(d) Partial 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
Registraz 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 chazge, a new Replacement
Bond or Bonds of the same series having the same stated maturity and interest rate and of any
authorized denomination or denominations, as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
27 (e) Request for Redemption: The Bond Registrar shall cali Bonds for redemption and
28 payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior
29 to the redemption date of a request of the City, in written form if the Bond Registrar is other than
30 a City officer. Such request shall specify the principal amount of Bonds to be called for
31 redemption and the redemption date.
32
33
34
35
36
37
38
39
( fl 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 cail any of the Bonds
for redemption and payxnent 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 thiriy (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;
40 (ii) The redemption price;
1377507v2
�a- - �5°�
(iii) If less than all outstanding Bonds are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of the Bonds to
be redeemed;
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
7 (v) The place where such Bonds are to be surrendered for payment of the
8 redemption price (which shall be the office of the Bond Registraz).
9 (g) Notice to Deoositorv. I3otices 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 Registraz 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 &. Bond Reeistrar. U. S. Bank Tnxst 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 Regstraz 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:
34
1377507v2
oa _\ s9
BOND, SERIES 2002A
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSTJE
2 STATE OF MINNESOTA
3 RAMSEY COUNTY
4 CTfY OF SAINT PAUL
5 R-
GENERAL OBLIGATION CAPITAL IMPROVEMENT
7
REGISTERED OWNER:
ITNITED STATES OF AMERICA
Mazch 1,
$
CUSIP
1 • : u[ 1' �7I_\R�14�YW
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 or on the certificate of
registration below, or registered assigns, in the manner hereinafter set forth, the principal amount
specified above, on the maturity date specified above, unless called for earlier redemption, and to
pay interest thereon semiannually on March 1 and September 1 of each year (each, an "Interest
Payment Date"), commencing September 1, 2002, at the rate per annum specified above
(calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid, from the date of
original issue hereof. The principal of and premium, if any, on this Bond are payable in same-
day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal
office of in , Minnesota (the "Bond Registrar"), acting as
paying agent, or any successor paying agent duly appointed by the Issuer; provided, however,
that upon a partial redemption of this Bond which results in the stated amount hereof being
reduced, the Holder may in its discretion be paid without presentation of this Bond, which
payment shall be received no later than 2:30 p.m., Eastern time, and may make a notation on the
panel provided herein of such redemption, stating the amount so redeemed, or may retum 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 col� of the panel. Interest on this Bond
will be paid on each Interest Payment Date in same-day funds by 2:30 p.m., Eastem time, to the
person in whose name this Bond is rea stered (the "Holder" or "Bondhoider") on the registration
books of the Issuer maintained by the Bond Registraz and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month preceding such Interest Payment
March 1, 2002
isnso��z
va.-�s�
1 Date (the "Regular Record Date"). Interest payments shail be received by the Holder no later
2 than 2:30 p.m., Eastem time; and principal and premium payments shall be received by the
3 Holder no later than 230 p.m., Eastern time, if the Bond is surrendered for payment enough in
4 advance to permit payment to be made by such tune. Any interest not so tunely paid shall cease
5 to be payable to the person who is the Holder hereof as of the Regulaz 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
� 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 payabie in lawful money of the United States of America.
11 Date of Pavment Not Business Day. If the date for payment of the principat 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 shail 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 of this issue (the "Bonds") maturing after Mazch 1, 2010,
19 aze 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 subject 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 "CUSIP" numbers assigned to the Bonds
32 shall be used.
33 Renlacement or Notation of Bonds after Partial Rede�tion. 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 attomey 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
1377507v2
6� -�5°�
1 same series having the same stated maturity and interest rate and of the authorized denomination
2 in aggregate principal amount equal to and in exchange for the unredeemed portion of the
3 principal of the Bond so surrendered.
4 Issuance; Puivose; General ObiiQation. This Bond is one of an issue in the total
5 principal amount of $19,000,000, all of like date of orianal issue and tenor, except as to number,
6 maturity, interest rate, denomination, and redemption privilege, which Bond has been issued
7 pursuant to and in fixll conformity with the Constitution and laws of the State of Minnesota,
8 including particularly Laws of Minnesota for 1971, Chapter 773, as amended, and the Charter of
9 the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on February 27,
10 2002 (the "Resolution"), for the purpose of providing money to finance the acquisition,
11 construction and repair of various capital unprovements in the City. This Bond is payable out of
12 the General Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the
13 Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
1G and interest when the same become due, the full faith and credit and tasing powers of the Issuer
15 have been and are hereby inevocably pledged.
16 Denominations• Exchange: Resolution. The Bonds are issuable originally only as
17 Global Certificates in the denomination of the entire principal amount of the issue maturing on a
18 single date, or, if a portion of said principal is prepaid, said principal amount less the
19 prepayment. Giobal Certificates aze not exchangeable for fully registered bonds of smaller
20 denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
21 then available. Replacement Bonds, if made available as provided below, are issuable solely as
22 fixlly registered bonds in the denominations of $5,000 and integral multiples thereof of a single
23 maturity and are exchangeable for fully registered Bonds of other authorized denominations in
24 equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
25 manner and subject to the limitations provided in the Resolution. Reference is hereby made to
26 the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
27 Resolution are on file in the principal office of the Bond Registrar.
28 Reolacement Bonds. Replacement Bonds may be issued by the Issuer in the event
29 that:
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, or
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 ahle 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 Registraz, who will endorse his,
41 her or its name and note the date of registration opposite the name of the payee in the certificate
is»so��z 10
oa -�S9
1 of registration attached hereto. Thereafter this Bond may be transferted by delivery with an
2 assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
3 Bond Registraz may treat the IIolder as the person exclusively entitled to exercise all the rights
4 and powers of an owner unril this Bond is presented with such assigunent 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 Reb sfrar.
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 Intemal 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 governmentai chazge payable in connection with the transfer
14 or exchange of this Bond and any legal or unusual costs regazding transfers and lost Bonds.
15 Treahnent of Regi stered Owner. The Issuer and Bond Registraz 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 Recard 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 obiigatory for any
21 purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
22 been executed by the Bond Registru.
23 Not Oualified Tax-Exempt ObliQations. The Bonds have not been designated by
24 the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal
25 Tntemal 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 �VHEREOF, 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 seai having been omitted as permitted by law.
38
1377507v2 11
0�_��9
1
2
3
4
Date of Registration:
5 BOND REGI5TRAR'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
]8
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
By
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAIVISEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Capital Improvement Bond, Series 2002A, No. R-_
is��so��z
12
oa-lS°�
CERTIFICATE OF REGISTRATION
2
3 The transfer of ownership of the principal amount of the attached Bond may be made only by the
4 registered owner or his, her or its legal representative last noted below.
DATE OF SIGNATLTRE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
i3»so�vz 13
.0�.-�5`1
REGISTER OF PARTIAL PAYMENTS
3 T'he principal amount of the attached Bond has been prepaid on the dates and in the amounts
4 noted below:
Date Amount Bondholder Bond Registrar
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.
is77so�vz 14
O'd-- �S
1
2
3
4
5
6
7
8
9
10
11
12
13
14
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 fixll 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 survivorslup
and not as tenants in common
UTMA - as custodian for
(Cust)
under the
1377507v2
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
15
aa-�S�l
ASSIGNMENT
For value received, the undersigned hereby sells, assi�s and transfers unto
the attached
4 Bond and does hereby urevocably constitute and appoint
5 attorney to transfer the Bond on the books kept for the
6 registration thereof, 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 appeazs upon the face of
10 the attached Bond in every particulaz, without alteration
11 or any change whatever.
12 Signature Guaranteed:
13
14 Sigiature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
15 having a membership in one of the major stock exchanges or any other'Bligible Guarantor
16 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
17 The Bond Registraz will not effect transfer of this Bond unless the information
18 concernina the transferee requested below is provided.
19 Name and Address:
20
21
22
23
24
(Include inforxnation for all joint owners if the Bond is held
by joint account.)
i 3»so��z 16
oa-��°t
2 B. Reolacement Bonds. If the City has notified Hoiders that Replacement Bonds
3 have been made availabie as provided in pazagraph 6, then for every Bond thereafter transferred
4 or exchanged (including an exchange to reflect the partial prepayment of a Giobal Certificate not
5 previously exchanged for Repiacement Bonds) the Bond Registraz shall deliver a certificate in
6 the form of the Repiacement Bond rather than the Global Certificate, but the Holder of a Global
7 Certificate shall not othenvise be required to exchange the Global Certificate for one or more
8 Replacement Bonds since the City recognizes that some beneficial owners may prefer the
9 convenience of the Depository's registered ownership of the Bonds even though the enrire issue
10 is no longer required to be in global book-entry form. The Replacement Bonds, together with the
11 Bond Regstrar's Ceriificate of Authentication, the form of Assignxnent and the registration
12 information thereon, shall be in substantially the foilowing form, with pazagraphs identical to the
13 fonm of Globai Certificate stated by heading or initial text only:
14
ts»so��z 17
o�.-\S�
TJNITED STATES OF AMERICA
2 STATE OF MINNESOTA
3 RAMSEY COUNI'Y
4 C1TY OF SAINT PAUL
5 R-
6 GENERAL OBLIGATION CAPITAL IIvIPROVEMENT
7 BOND, SERIES 2002A
INTEREST MATURITY
RATE DATE
DATE OF
ORIGINAL ISSUE
CUSIP
E�
L9
i[�7
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
REGISTERED OWNER:
PRINCII'AL AMOUNT:
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above, or registered assigns, in the
manner hereinafrer 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,
2002, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve
30-day months) until the principal sum is paid or has been provided for. This Bond will bear
interest from the most recent Interest Payment Date to which interest has been paid or, if no
interest has been paid, from the date of original issue hereof. The principal of and premium, if
any, on this Bond are payable upon presentation and surrender hereof at the principal office
of ,in ,
(the "Bond Registrar"), acting as paying agent, or any successor paying
agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment
Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder"
or "Bondholder") on the registration books o£the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely
paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record
Date, and shall be payable to the person who is the Holder hereof at the close of business on a
date (the "Speciai Record Date") fixed by the Bond Registrar whenever money becomes
available for payxnent of the defaulted interest. Notice of the Special Record Date shall be given
to Bondholders not less than ten days prior to the Special Recard Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States of
America.
Mazch 1, 2002
1377507v2 1 $
oa--�s°�
1 REFERENCE IS HEIZEBY MADE TO THE FURTHER PROVISIONS OF
2 THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICA PROVISIONS SHALL
3 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
0
IT IS HEREBY CERTIFIED AND RECITED....
5 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Mimiesota, by
6 its City Council has caused this Bond to be executed on its behalf by the original or facsimile
7 signature of its Mayor, attested by the original or facsimile signarixre of its Clerk, and
8 countersigned by the original or facsimile signature of its Director, Office of Financial Services,
9 the official seal having been omitted as pemutted by law.
10 Date of Registration:
11
12
13
14 BOND REGISTRAR'S
15 CERTIFICATE OF
16 AUTHENTICATTON
17 This Bond is one of the
18 Bonds described in the
19 Resolution mentioned
20 within.
21
22
23
24
25 Bond Registrar
26
27
28
29
30
31
By
Authorized Signature
1377507v2
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office ofFinancial
Services
��
oa--�s y
1 ON REVERSE OF BOND
2 Date of Pavment Not Business Day.
3 Redemption. All Bonds of this issue (the "Bonds") mat�uing after March 1, 2010,
4 aze subject to redemption and prepayment at the option of the Issuer on such date and on any day
5 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
6 Bonds subject to prepayment. If redemption is in part, those Bonds remainin� unpaid may be
7 prepaid in such order of maturity and in such amount per maturity as the City shall deternune;
8 and if only part of the Bonds having a common maturity date are calied for prepayment, the
9 specific Bonds to be prepaid shall be chosen by lot by the Bond Registraz. Bonds or portions
10 thereof called for redemption shall be due and payable on the redemption date, and interest
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
thereon shall cease to accrue from and after the redemption date.
Notice of Redemption.
Selection of Bonds for Redemption. To effect a partial redemption of Bonds
having a common maturity date, the Bond Registru 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 Registraz shall then select by lot, using such method of selection as it shail deem proper in
its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shail equal $5,000 for each number assigned to it and so setected. If a
Bond is to be redeemed only in part, it shall be surrendered to the Bond Registraz (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, wiE�iout service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any authorized
denomination or denominations, as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obli ation.
Denominations; Exchange: Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for 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.
38 Transfer. This Bond is transferable by the Holder in person or b� his, her or its
39 attomey duly authorized in writing at the principal office of the Bond Registrar upon
40 presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
ts��so��z 20
oa-�S9
1 provided in the Resolurion and to reasonable regulations of the Issuer contained in any
2 a�eement with, or notice to, the Bond Registraz. Thereupon the Issuer shall execute and the
3 Bond Registraz shall authenticate and deliver, in exchange for this Bond, one or more new fully
4 registered Bonds in the name of the transferee (but not registered in biank or to "bearer" or
5 similar desi�ation), of an authorized denomination or denominations, in aggregate principal
6 amount equal to the principal amount of this Bond, of the same maturity and bearing interest at
7 the same rate.
8 Fees upon Transfer or Loss.
9 Treahnent of Reeistered Owner.
10 Authentication
11 Not Qualified Tax-Exempt Obli�ations.
12
13
14
15
ABBREVIATIONS
ts��so��z 21
oa -��
i
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint
attomey to transfer the Bond on the books kept for the
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Norice: The assignor's signature to this assignment must
correspond with the name as it appeazs upon the face of
the within Bond in every particular, without alteration or
any change whatever.
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
isnso��z
(Include information for all joint owners if the Bond is held
by joint account.)
22
o i-�s�
2
�
7
8
9
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 Financial Services, each with the effect
noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that
the seal of the City may be a printed or photocopied facsimile; and provided further that any of
such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted
on the Bonds as permitted by law. In the event of disability or resignation or other absence of
any such officer, the Bonds may be signed by the manual or facsimile signature of that officer
who may act on behalf of such absent or disabled officer. In case any such officer whose
si�ature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer
before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he or she had remained in office until delivery.
11. Authenticarion; Date of Re�istration. No Bond shall be valid or obligatory
for any purpose or be entitled to any security or benefit under this resolution unless a Certificate
of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been
duly executed by an authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same person. The Bond Registrar
shall authenticate the signatures of officers of the City on each Bond by execution of the
Certificate of Authentication on the Bond and by inserting as the date of registration in the space
provided the date on which the Bond is authenticated. For pwposes of delivering the original
Global Certificates to the Purchaser, the Bond Registraz shall insert as the date of registration the
date of originai issue, which date is March 1, 2002. 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; Exchan¢e. 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 registrarion 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 Certificate may be
transferred by delivery with an assignment duly executed by the Holder or his, her or its legal
representative, and the City and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until a Global Certificate is presented
with such assignment for registration of transfer, accompanied by assurance of the nature
provided by law that the assignment is genuine and effective, and until such transfer is registered
on said books and noted thereon by the Bond Registrar, all subject to the terms and conditions
provided in this resolution and to reasonable regulations of the City contained in any agreement
with, or notice to, the Bond Registraz.
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
is��sm�z 23
03 -�S �
1 form" within the meaning of Section 149(a) of the federal Intemal Revenue Code of 1986, as
2 amended.
If a Global Certificate is to be exchanged for one or more Replacement Bonds, all
of the principal amount of the Globai Certificate shali be so exchanged.
5 Upon surrender for transfer of any Replacement Bond at the principal office of
6 the Bond Registraz, 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 transferar; provided, however, that no bond
11 may be registered in blank or in the name of "bearer" or similar designation.
12 At the option of the Holder of a Replacement Bond, Replacement Bonds may be
13 exchanged for Repiacement 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 aze
16 so sunendered 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 Globai Certificates of smalier denominations.
20 All Bonds surrendered upon any exchange or transfer provided for in this
21 resolution shall be promptly cancelled by the Bond Registraz 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 sunendered 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 authori2ed in
29 writing.
30 The Bond Registrar may require payment of a sum sufficient to cover any tax or
31 other governmentai charge payable in connection with the transfer or exchange of any Bond and
32 any legai 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 beriveen record dates and payment dates.
36 13. �ts Upon Transfer oz ExchanQe. 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.
isnso��z 24
oa-�sy
�
10
11
12
13
14
15
16
17
18
19
20
14. Interest Pavment; Record Date. Interest on any Global Certificate shall be
paid as provided in the first paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to the person in whose name the
Bond is registered (the "Holder") on the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at the close of business on the
fifteenth (15th) day of the calendaz month preceding such Interest Payment Date (the "Regular
Record Date"). Any such interest not so tunely paid shall cease to be payable to the person who
is the Holder thereof as of the Regulaz Record Date, and shall be payable to the person who is the
Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond
Registraz whenever money becomes available for payment of the defaulted interest. Notice of
the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten
(10) days prior to the Special Record Date.
15. Holders; Treatment of Registered Owner; Consent of Holders.
A. For the purposes of ali actions, consents and other matters affecting Holders of the
Bonds, other than payxnents, redemptions, and purchases, the City may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person
in whose name the Bond is registered. For that purpose, the City may ascertain the identity of
the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion
deems appropriate, including but not limited to a certificate from the person in whose name the
Bond is registered identifying such beneficial owner.
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 ali 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 contrary.
26
27
28
29
30
31
32
33
C. Any consent, request, direction, approval, objection or other instnunent to be
signed and executed by the Holders may be in any number of concurrent writings of similar tenor
and must be signed or executed by such Holders in person or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approvai, objection or other
instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in
the following manner, shall be sufficient for any of the purposes of this resolution, and shall be
conclusive in favor of the City with regard to any action taken by it under such request or other
instrument, namely:
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 aclrnowledgments within such jurisdiction that the person signing such writing
37 acknowledged before him or her the execution thereof, or by an affidavit of any witness
38 to such execution.
39 (2) Subject to the provisions of subparagraph (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.
ts»so��z 25
oa.�sq
1 16. Deliverv; Application of Proceeds. The Global Certificates when so
2 prepazed and executed shall be delivered by the Director, Office of Financial Services, to the
3 Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
4 proper application thereof.
5 17. Fund and Account. There is hereby created a special account to be
6 designated the "Capital Improvement Bonds of 2002A Account" (the "Account") to be
7 administered and maintained by the City Treasurer as a bookkeeping account separate and apart
8 from all other accounts maintained in the official financial records of the City. There has been
9 heretofore created and established the General Debt Service Fund (numbered 960, herein the
10 "Fund"). The Fund and the Account shall each be maintained in the manner herein specified
11 until all of the Bonds and the interest thereon have been fully paid.
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
(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, inciuding the cost of any
conshuction contracts heretofore let and all other costs incurred and to be incurred
of the kind authorized in Minnesota Statutes, Section 475.65 (including interest
on the Bonds payable during the construction period); and the moneys in the
Account shall be used for no other ptupose 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 ofMinnesota for 1971, Chapter 773, as
amended, or used for any other purpose permitted by law, or transferred to the
Fund. All earnings on the Account shall be transfened 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 18; (d) all funds remaining in
the Account after completion of the Improvements and payment of the costs
thereof, not so transfened 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 (fl any and all other moneys which are
properly available and are appropriated by the governing body of the City to said
specialaccountinthe Fund.
41 Said special account created in the Fund shall be used solely to pay the principal and
42 interest and any premiums far 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
ts��so��z 2(
A,M�...a�� Pa��.. -F�o. a'�, a�o �
2
0
7
10
11
12
13
14
15
16
17
oa-�s5
Fund as provided by law, or to pay any rebate due to the United States. No portion of the
proceeds of the Bonds shall be used directly or ind'uectly to acquire higher yielding investments
or to replace funds which were used directly or indirecUy to acquire higher yielding inveshnents,
except (1) for a reasonable temporary period unril such proceeds aze needed for the purpose for
which the Bonds were issued, and (2) in addition to the above in an amount not greater than
$100,000. To this effect, any proceeds o£the Bonds and any sums from time to time held in the
Account or said special account in the Fund (or any other City account which will be used to pay
principal or interest to become due on the bonds payable therefrom) in excess of amounts which
under then-applicable federal arbitrage regulations may be invested without regard as to yield
shall not be invested at a yield in excess of the applicable yield reshictions imposed by said
arbitrage regulations on such inveshnents after taking into account any applicable "temporary
periods" or "minor portion" made available under the federal arbitrage regulations. In addition,
the proceeds of the Bonds and money in the Account or the Fund shall not be invested in
obligations or deposits issued by, guaranteed by or insured by the United States or any agency or
instrumentality thereof if and to the extent that such inveshnent would cause the Bonds to be
"federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue
Code of 1986, as amended (the "Code").
18 18. Tax Levv; Covera eP Test. To provide moneys for payment of the
19 principal and interest on the Bonds there is hereby levied upon all of the ta�cable property in the
20 City a direct annual ad valorem taac which shall be spread upon the tax rolls and collected with
21 and as part of other general property taYes in the City for the years and in the amounts as
22 follows:
Year of Taac
Levy
2001*
2002
2003
2004
2005
2006
2007
2008
2009
2010
Year of TaY
Collection
2002•
2003
2004
2005
2006
2007
2008
2009
2010
2011
23
24 # heretofore levied or provided from other available City funds
Amount
$2,393,800*
2,400,179
2,408,621
2,412,218
2,419,305
2,428,259
2,436,000
2,436,840
2,444,820
2,449,020
25 The tas 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 least five percent (5%) in excess of the amount needed to meet when due the principal and
28 interest payments on the Bonds. The tas levies shall be irrepealable so long as any of the Bonds
29 are outstanding and unpaid, provided that the City reserves the right and power to reduce the
1377507d2 2'�
oa-�S°�
1 levies in the manner and to the extent pemutted by Minnesota Statutes, Section 475.61,
2 Subdivision 3.
3 19. General Obligation PledQe. For the prompt and full payment of the
4 principai 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 irrevocably pledged. If the balance in the
6 Fund (as defined in pazagraph 17 hereo fl is ever insufficient to pay all principal and interest then
7 due on the Bonds payabie 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 funds may be reimbursed with or without interest from the Fund when a sufficient balance
10 is available therein.
11 20. Certificate of ReP�; stration. 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, perfornung the functions of the county auditor (the "County Auditor"), together with
14 such other information as the County Auditor shall require, and to obtain the County Auditor's
15 certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the
16 tax levy required by law has been made.
17 21. Records and Certificates. The officers of the City are hereby authorized
18 and directed to prepare and fumish to the Purchaser, and to the attorneys approving the legality
19 of the issuance of the Bonds, certified copies of ail proceedings and records of the City relating
20 to the Bonds and to the financial condition and affairs of the City, and such other affidavits,
21 certificates and information as aze required to show the facts relating to the legality and
22 marketability of the Bonds as the same appeu from the books and records under their custody
23 and control or as otherwise known to them, and all such certified copies, certificates and
24 affidavits, including any heretofore furnished, shall be deemed representations of the City as to
25 the facts recited therein.
26 22. NeQative Covenants as to Use of Proceeds and Imurovements. The City
27 hereby covenants not to use 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 actions will be taken over the term of the Bonds that would cause them to be private activity
32 bonds, and the average terxn of the Bonds is not longer than reasonably necessary for the
33 govemmental purpose of the issue. The City hereby covenants not to use the proceeds of the
34 Bonds in such a manner as to cause the Bonds to be "hedge bonds" within the meaning of
35 Section 149(g) of the Code.
36 23. Tas-Exempt Status of the Bonds• Rebate; Elections. The City shall
37 comply with 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 limitation requirements relating to temporary periods for inveshnents, limitations on amounts
40 invested at a yield greater than the yield on the Bonds, and the rebate of excess investment
41 earnings to the United States.
1377507v2
28
L7
oa-�s�
The City expects that the two-yeaz expenditure exception to the rebate
requirements may apply to the conshuction proceeds of the Bonds.
3 If any elections are availabie now or hereafter with respect to arbitrage or rebate
4 matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
5 Services, or any of them, aze hereby authorized and directed to make such elections as they deem
6 necessary, appropriate or desirabie in connection with the Bonds, and all such elections shall be,
7 and shall be deemed and treated as, elections of the City.
8 24. No Desienation of Oualified Tax-Exempt Oblitations. The Bonds,
9 together with other obligations issued by the City in 2002, exceed in amount [hose which may be
10 qualified as "qualified tas-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 shali comply with the provisions of the Letter of Representations, as it may be amended or
17 supplemented by the City from time to time with the agreement or consent of The Depository
18 Trust Company.
19 26. Neeotiated Sale. The City has retained Springsted Incorporated as an
20 independent 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 2(9).
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 i5c2-12 (the "Rule"),
25 promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
26 Securities 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 reco�ized municipal
29 securities information repository ("NRMSIR") and to the appropriate state information
30 depository ("SID"), if any, for the State of 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 from 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 Municipal Securities Rulemaking Boazd ("MSRB") and (ii) the SID, notice of
36 the occurrence of certain material events with respect to the Bonds in accordance with the
37 Undertaking.
38 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
39 or to the MSRB and (ii) the SID, no6ce of a failure by the City to provide the annual
40 financial information with respect to the City described in the Undertaking.
is��so��z 29
��� p'.��— p �<; ��S
`�.: � � ; `� � Z q
1 The City agrees that its covenants pursuant to the Rule set forth in this paragraph
2 27 and in the Undertaldng are intended to be for the benefit of the Holders of the Bonds and shali
3 be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
4 these covenants shall be limited to a right to obtain specific enforcement of the City's obiigations
5 under the covenants.
6 The Mayor and Director, Office of Financial Services, or any other officers of the
7 City authorized to act in their stead (the "Officers"), aze hereby authorized and directed to
8 execute on behalf of the City the Undertaking in substantially the form presented to the City
9 Councii, subject to such modifications thereof or additions thereto as are (i) consistent with the
10 requirements 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 held 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 remauung provisions of this
14 resolution.
15 29. Headin�s. Headings in this resolution are included for convenience of
16 reference only and are not a part hereof, and shall not limit or define the meaning of any
17 provision hereof.
Reques e ment o£ �rt/��� ,
� P�
By:
Form Approved by City Attorney
a � G
a—IS��o?
Adoption Certified by Councii Secretary
m
Ap'
�
Appro � d by Mayor for Sub ission to Council
By:
is��so��z 30
Adopted by Council: Date '1.9�. ��7 �'�o o y
�
»
O a--�S `�
No 113507
initiawate
of Finandai Secvices
TOTAL # OF SIGNATURE PAGES
iis resoluGOn accepts the winning proposal and awards the bid for the $19,000,000 G.O.
ap'rtal Improvement Bonds Series 2002A. This is a competitive bond sale afW fhe award
going to the bidder found most advantageos (lowest cost) to the City.
dDATION Approve (A) of fteJeG
PLANNING COMMISSION
CIB COMMITTEE
CIVIL SERVICE COMMISSION
PROBLEM ISSUE, OPPORTUNIN (Who, What, When, Where, Why)
re for the purpose of funtling the bontl financing portion of the Capital Improvemerd Budget.
DATEINfiNTED
oy,�o2 GREEN SHEET
/SSIGN
NUNBERFOR
ROUfING
o��
u OEPAKIMEMdRECfOR � 4I CRYCOUNCtl.
� CRYATlORxET � CrtTGLEW( I
❑ FlNqNGIpLSERVICESDIit _� FlWWqq1.SERVIACGTG I
0 �„V� ❑ I
1_ (CLIP ALL LOCATIONS FOR SIGNATURE) f
��.'�.l'��? �"�?;�`"�
IF
be available Por ihe qB Budget.
�
k �� �
DISADVANTAGES IF APPROVED
Non¢
needed fw capital projectr vn71 noi be available.
OP TRANSACTION S S�e.uoo,aoo
FUNDING SOURCE
INFORMATION (EXPWN)
COST/REVENUE BUDGETEO (CIRCLE ONE)
ACTIVIN NUMBER
:RSONAL SERVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTIONS:
Has tliis perso�rm e�er vrorked under a coMract for this tlepa�ent?
VES NO
Has lltis perSONfirm ever been a city employee?
VES NO
Does this persoNfirm possess a skill not normally possessed by any currem cM1y employee?
YES NO
Is this persoNfirm a fargeted vendor?
YES NO
olain all ves answers on seoarate sheet and attach to areen sheet
YES NO
oa.-1sq
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
4 WHEREAS, The Depository Trust Company, a limited putpose trust company
5 organized under the laws of the State of New York, or any of its successors or uccessors to its
6 functions hereunder (the "Depository"), will act as such depository with res ct to the Bonds
7 except as set forth below, and the City has heretofore delivered a letter o epresentations (the
8 "Letter of Representations") setting forth various matters relating to th epository and its role
9 with respect to the Bonds; and
10 WHEREAS, the City will deliver the Bonds in e form of one certificate per
11 maturity, each representing the entire principal amount of t Bonds due on a particular maturity
12 date (each a"Global Certificate"), which single certificate er maturity may be transferred on the
13 City's bond register as required by the Uniform Comme ial Code, but not exchanged for smailer
14 denominations unless the City determines to issue Re acement Bonds as provided below; and
15 WHEREAS, the City will be able t replace the Depository or under certain
16 circumstances to abandon the "global book-entr form" by permitting the Global Certificates to
17 be exchanged for smailer denominations typic of ordinary bonds registered on the City's bond
18 register; and "Replacement Bonds" means t certificates representing the Bonds so
19 authenticated and delivered by the Bond R gistrar pursuant to paragraphs 6 and 12 hereof; and
20 WHEREAS, "Holder" a used herein means the person in whose name a Bond is
21 registered on the registration books o he City maintained by the registrar appointed as provided
22 in paragraph 8(the "Bond Registrar' ; and
23
24
25
26
27
28
29
30
31
32
33
34
WHEREAS, Rul Sc2-12 of the Securities and Exchange Commission prohibits
"participating underwriters" fr purchasing or selling the Bonds unless the City undertakes to
provide certain continuing di losure with respect to the Bonds; and
WHEREA , pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
public sale requirements o not apply to the Bonds if the City retains an independent financial
advisar and determine o sell the Bonds by private negotiation, and the City has instead
authorized a competi ve sale without publication of notice thereof as a form of private
negotiation; and
�
Incorporated p�
EAS, proposals for the Bonds have been solicited by Springsted
to an Official Statement and Terms of Proposal therein:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
Paul, Mi esota, as follows:
35 1. Acceutance of Pronosal. The proposal of
36 (the Purchaser"), to purchase $19,000,000 General Obligation Capital Improvement Bonds,
37 S'es 2002A, of the City (the "Bonds", or individualiy a"Bond"), in accordance with the Terms
38 f Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the
39 Bonds the sum of $ , plus interest accrued to settlement, is hereby found,
1377507v2
oa.
1 detemiined and declazed to be the most favorable proposal received and is hereby accepted, and
2 the Bonds are hereby awazded to the Purchaser. The Director, Office of Financial Services, or
3 his designee, is directed to retain the deposit of the Purchaser and to forthwith return to the others
4 making proposals their good faith checks or drafts.
5 2. Title• Orisinal Issue Date� Denominations: Maturities. The Bonds shall be
6 titled "General Obligation Capital Improvement Bonds, Series 2002A", shall be dated March l,
7 2002, as the date of original issue and shall be issued forthwith on or after such date as fully
8 registered bonds. The Bonds shall be numbered from R-1 upwazd. Global Certificates hall each
9 be in the denomination of the entire principal amount maturing on a single date, or, ' a portion
10 of said principal amount is prepaid, said principal amount less the prepayment. eplacement
11 Bonds, if issued as provided in pazagraph 6, shall be in the denomination of ,000 each or in
12 any integ'al multiple thereof of a singie maturity. The Bonds shall matur on March 1 in the
13 years and amounts as follows:
Yeaz
2003
2004
2005
2006
2007
14
15
16
17
18
19
20
21
22
Amount
$1,650,000
1,680,000
1,725,000
1,775,000
1,835,000
2009
2010
2011
2012
Amount
$1,905,000
1,980,000
2,060,000
2,150,000
2,240,000
3. Purpose. The Bon shall provide funds for the construction of the capital
improvements in the City's 2002 ca
payxnents on a lease relating to the
deposited and used as provided in
for 1971, Chapter 773, as
purpose permitted by law
enumerated in Minnesota
of the Bonds. Work on tY
pital 'mprovement budget (the "Improvements"), including
Ci 's central library. The proceeds of the Bonds shall be
> agraph 17, for the purpose described by Laws of Minnesota
, and any excess moneys shall be devoted to any other
�l cost of the Improvements, which shall include all costs
Section 475.65, is estimated to be at least equal to the amount
ements shall proceed with due diligence to completion.
23 4. terest. The Bonds shall bear interest payable semiannually on March 1
24 and September 1 of e ch year (each, an"Interest Payment Pate"), commencing September 1,
25 2002, calculated o the basis of a 360-day year of twelve 30-day months, at the respective rates
26 per annuxn set fo opposite the maturity years as follows:
Interest Rate
2004
2005
2006
2007
27
%
Maturitv Year
2008
2004
2010
2011
2012
Interest Rate
%
1377507v2
t�
�
10
11
12
13
14
15
16
17
oa _�sq
Fund as provided by law, or to pay any rebate due to the United States. No portion of the
proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investment/
or to replace funds which were used directly or indirectly to acquire higher yieiding inves ents,
except (1) for a reasonable temporary period until such proceeds aze needed for the p se for
which the Bonds were issued, and (2) in addition to the above in an amount not grea r than
$100,000. To this effect, any proceeds of the Bonds and any sums from time to ' e held in the
Account or said special account in the Fund (or any other City account which 11 be used to pay
principal or interest to become due on the bonds payable therefrom) in exce of amounts which
under then-applicable federal azbitrage regulations may be invested with t regazd as to yield
shall not be invested at a yield in excess of the applicable yield restrict' ns imposed by said
azbitrage regulations on such inveshnents after taking into account applicable "temporary
periods" or "minor portion" made available under the federal arbi ge regulations. In addition,
the proceeds of the Bonds and money in the Account or the F shall not be invested in
obligations or deposits issued by, guaranteed by or insured by e United States or any agency or
instrumentality thereof if and to the extent that such invest nt would cause the Bonds to be
"federally guaranteed" within the meaning of Section 149,Fb) of the federal Intemal Revenue
Code of 1986, as amended (the "Code"). /
18 18. Tas Levy; Covera eP Test. T provide moneys for payment of the
19 principal and interest on the Bonds there is hereb evied upon all of the tasable property in the
20 City a direct annual ad valorem tax which shall e spread upon the tax rolls and collected with
21 and as part of other general property taxes in e City for the yeazs and in the amounts as
22 follows:
Year of Tax
Levy
2001*
2002
2003
2004
2005
2006
2007
2008
23 � heretofore
24 upon sale o1
Year of Tax
Collection
2002*
2003
2004
2005
2006
2007
2008
2009
2010
2011
Amount
$
�d or provided from other available City funds, including premium received
bonds
25 The tas levies are such that if collected in fuil they, together with estimated
26 collecf ns of any other revenues herein pledged for the payment of the Bonds, will produce at
27 least ive percent (5%) in excess of the amount needed to meet when due the principal and
28 int est payments on the Bonds. The taac levies shall be inepealable so long as any of the Bonds
29 outsianding and unpaid, provided that the City reserves the right and power to reduce the
t3nso��z 2�
85 SEVE�.�'TH PLACE EAST, SUITE 100
SAINT PAiiL, MN 55101-2887
65L2233000 FAX:651.223.3002
E-MAIL: ad�icors@springsted.com
��
February 27, 2002
Mr. Peter Hames, Director of Financial Services
City of St. Paul
O�ce of Financial Services
160 City Hall
15 West Kellogg Blvd
Saint Paul, MN 55102
�
� �
r
�
SPRINGSTED
Arlvisors to the Publir Sectm
Oa- t5�
Mr. Tony Schertler, Director
Saint Paui Housing and Redevelopment Authority
1400 City Hall Annex
25 West 4th Street
Saint Paul, MN 55102
RE: Recommendations for Award of City of Saint Paul's:
$19,000,000 General Obligation Improvement (CIB) Bonds, Series 2002A
$2,915,000 Generai Obligation Street Improvement Special Assessment (Street) Bonds,
Series 2002B and
$2,335,000 Taxable General Obligation Riverfront Tax Increment (TIF) Refunding
Bonds, Series 2002C
Dear Mr. Hames and Mr. Schertler
This Ietter summarizes the results of the competitive bids opened at 10:30 A.M. this morning for
these three issues.
Purpose of Issues
The purpose of the CIB issue is to fund various capital improvements as part of the City's annual
Capital Improvement Program. The CIB issue will be repaid by property tax levies.
The purpose of the Street issue is twofold: first, to fund portions of the City's annual street
improvement program; and second, to "currenY' refund the 1991B and 1992B Street
improvement issues to achieve lower annual interest costs. The 1991 B and 19926 issues have
outstanding interest rates at a combined level of approximately 6.4%. The estimated "neY'
interest cost savings at the time of initiating this process were $231,000 on a future value basis
and $187,000 on a present value basis, all estimates after deduction of all related issuance
costs. The present value savings estimate as a percent of the present value of refunded debt
service was 8.05%. This Street issue, 6oth the new project and the refunding portions, is
expected to be repaid by special assessments on benefiting properties.
The purpose of the T�F Refunding issue is to "current" refund the 1993D TIF bonds, issued to
fund projects by the HRA in the Riverfront TIF District. The refunding is intended to achieve
lower annual interest costs. The 1993D bonds have outstanding interest rates at approximately
7.92%. The estimated "neY' interest cost savings at the time of initiating this process were
$254,500 on a future value basis and $194,000 on a present value basis, all estimates after
deduction of all related issuance costs. The present value savings estimate as a percent of the
present value of refunded debt service was 7.67%. This refunding bond issue is expected to be
repaid from the same source as the outstanding bonds, the Riverfront TIF District.
CORPORATE OFF/CE: SAINT PAUL, MN � Visit our website at www.springsted.com
IOWA • KANSAS � MINNESOTA � VIRGINIA � WASHINGTON, DC � WISCONSIN
City of Saint Paul, Minnesota
February 27, 2002
Page 2
Tax-Exempt Market Rates
o�_ISq
The tax-exempt and taxabie interest rate markets have declined to very low levels from the
November — December 2001 peaks following the September 11"' aftermath. The primary
national index of tax-exempt rates is the Bond Buyers Index (BBI). At the time of this sale the
BBI is at 5.10%, a very Iow rate from a historical perspective.
Sale Results
The City received three bids on the CIB issue. The senior managers of the bidding syndicates
were as follows:
Rank Bidder
US Bancorp Piper Jaffray
RBC Dain Rauscher
Morgan Stanley
TIC %
3.7160%
3.7622%
3.7829%
The lowest or best bid was received from US Bancorp Piper Jaffray at a true interest rate of
3.7160%. Last year's CIB sale received a winning bid of 4.1343%. This low bid reduces total
interest payments of the term of the issue by approximately $300,000 from the estimate made at
the time the sale process began.
The City received three bids on the Street Issue:
Rank Bidder
US Bancorp Piper Jaffray
RBC Dain Rauscher
Morgan Stanley
TI C(%�
3.9039%
3.9209%
3.9455%
The lowest or best bid was received from US Bancorp Piper Jaffray, at a true interest rate of
3.9039%. For the refunding portion of this issue, the interest rate differential between the
outstanding bonds and this refunding issue is approximately 2.5%. This refunding would reduce
"neY' interest costs by $267,700 in future value and $223,000 in present value terms, after
deduction of all related issuance costs. The present value as a percent of refunded debt service
is 10.51%.
The difference in interest rates between these two issues is the result of the respective
repayment terms of the issues, with the CIB being the shorter term and the Street issue being
the longer term. In general, shorter-term issues have lower interest rates than longer issues.
The City received seven bids on the Taxable TIF Refunding Issue:
Rank Bidder
United Banker's Bankers
Cronin & Company, Inc.
Miller Johnson Steichen Kinnard, Inc.
US Bancorp Piper Jaffray inc.
NBC Capital Markets Group, Inc.
Griffin, Kubik, Stephens & Thompson, Inc.
Morgan Keegan & Co., Inc
TIC %
52895%
5.3807%
5.3867°!0
5.4408%
5.4504%
5.4715%
5.5471 %
City of Saint Paul, Minnesota
February 27, 2002
Page 3
oa-tsq
The lowest or best bid was received from United Bankers Bank at a true interest rate of
5.2895%. The interest rate differential between the outstanding bonds and this bid is
approximately 2.60%. This refunding would reduce "neY' interest costs by $336,000 in future
value and $269,000 in present value terms, after deduction of all related issuance costs. The
present value as a percent of refunded debt service is 10.35%. This level is far in excess of the
estimates when this process was started.
We would note the relative value of tax exemption on Saint Paul's municipal bonds as reflected
in the generai interest rate difference between the °tax-exempt" CIB issue and the Taxable 7{F
Refunding issue.
We require bidders to submit their bids on a"True Interest Rate (TIC) basis, so as to reflect the
present value of their bids and thereby ensure the City award based on the lowest cost to the
City. We have enclosed bid tabulation forms for each issue summarizing the bid specifics and
composition of each underwriting syndicate.
Recommendation
We recommend award of sale to US Bancorp Piper Jaffray on the CIB issue and Street Issue,
and to United Banker's Bank on the Taxable TIF Refunding Issue.
Basis of Recommendation
We believe the interest rates received by the City today reflect
issue. The objectives underlying each issue were exceeded with
estimates, and interest cost savings on the refunding issues well
profile each City issue to a national market index, Delphis-Hanover
better than the national "AAA" rated index level.
Credit Rating
aggressive bidding on each
interest rates well below the
in excess of estimates. We
These issues sold at rates
We have enclosed the written reports on the City's general obligation rating for these issues
from Moody's, and Standard & Poor's. Both agencies reaffirmed the City's ratings at AAA from
S&P, and Aa2 from Moody's. Both agencies have indicated the outlook for the City ratings at
"stable". The City conducted an intensive effort with the rating service to the City on this very
successful issuance program.
We welcome any questions regarding this sale process.
Respectfully,
�� �,,�vc� �����JA�
avid N. MacGillivray
Chairman
sja
Enclosure
i
o i. lsi
' 85 E. SEVENTH PLACE, SiII'IE 100
' SAIIVT PAiIL, MN 55101-2887
651.223.3000 FAX:651223.3002
E-MAIL: advisors�a,sprinp,sted.com
//
$19,000,000
SPRINGSTED
Advisos w tfie Pubfic Sector
City of Saint Paul, Minnesota
General Obligation Capital Improvement Bonds, Series 2002A
(Book Entry Only)
Award:
Sale:
February 27,2002
Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interest NetInterest True Interest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE SERVICES, LLC
RBC DAIN RAUSCHER
ABN-AMRO FINANCIAL. SERVICES
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
STIFEL, NICOLAUS & CO., INC.
PRUDENI'LAI. SECURITIES, INC.
COMMERCE CAPTTAL MARKETS, INC.
t�celrod Associates, Inc.
Isaak Bond Inveshnenu,Inc.
The GMS Group,Inc.
Dougherty and Company LLC
U.S. Bancorp Piper Jaffray Inc.
Wells Fazgo Brokerage Services, LLC
1.45%
2.20%
2.70%
3.00%
3.35%
3.55%
4.00%
4.125%
2003
2004
2005
2006
2007
2008
2009-2011
2012
3.00% 2003-2004
3.50% 2005
3.75% 2006-2007
4.00% 2008-2010
4.25% 2011-2012
$18,968,305.16
$4,106,99234
3.7160°k
$19,205,025.60
$4,181,886.90
3.7622%
(Continued)
CORPOR4TE OFFICE: SAINT PAUL, MN • Visi[ our website a[ www.spriogsted.com �
DES MOINFS, IA • MILWAUKEE. WI • MINNEAPOLIS, MN • OVERLAND PARK, KS • VIRG�NIA BEACH, VA • WASHINGTON, DC
�
Interest Netlnterest True Interest ,
Bidder Rates Price Cost Rate
MORGAN STANLEY, 3.00% 2�3-2005
MORGAN STANLEY DW INC. 3.50% 2006-2007
UBS PAINEWEBBER INCORPORATED 4.00% 2008-2012
SALOMON SM1TH BARNEY
CRONIN & COMPANY, INCORPORATED
CITIZENS BANK
CIBC WORLD MART�'.TS
STEPHENS, INC.
BEAR, STEARNS & CO., INC.
CHARLES SCHWAB & COMPANY
HUTCHINSON, SHOCKEY, ERLEY & COMPANY
NIKE SECURT'I'IES, L.P.
$19,036,784.10 $4,179,190.90 3.7829%
Reoffering Schedule oF the Purchaser
Rate
Yeaz
Yield
1.45%
2.20%
2.70°k
3.00%
335%
3.55%
4.00%
4.00%
4.00%
4.125%
2003
2004
2005
2006
2007
zaox
2009
2010
2011
2012
Paz
Paz
Paz
Paz
Paz
Paz
3.75%
3.90%
Paz
Paz
BBI: 5.10%
Average Matdrity: 5.788 Years
' 85 E. SEVENTE; PLACE, SUITE 100
- SAINT PAUL, MN 55101-2887
651.223.3000 FAX:651.223.3002
E-MAI[.: advisoisa�springsted.com
//
$2,915,000*
0 �-15°�
SPRINGSTED
Advisors m the Public Sector
City of Saint Paul, Minnesota
General Obligation Street Improvement Special Assessment Bonds, Series 2002B
(Book Entry Only)
Award:
Sale:
February 27,2002
Moody's Ra6ng: Aa2
Standard & Poor's Rating: AAA
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE
SERVICES,LLC
RBC DAIN RAUSCHER
1.45%
2.20%
2.70%
3.00%
3.35%
3.55%
3.75%
3.90%
4.00%
4.125%a
4.375%
1.55%
2.75%
3.00%
335%
3.55%
3.75%
3.90%
4.00%a
4.125%
4.25%
4.40%
2003
2004
2005
2006
2007
2008
2009
2010
2011-2012
2013
2014
2003
2004
2005-2006
2007
2008
2009
2010
2011
2012
2013
2014
$2,891,680.00
$2,898,527.55
$707,943.�5
$711,877.45
3.9039%
«Yd�l'SYd
(Continued)
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE SERVICES, LLC
CORPORATEOFFICE: SAINTPAUL,MN • Visitourwebsiteatwwwspriogsfed.com
DES MOINES, IA • MII.WAUKEE, WI • MINNEAPOLiS, MN • OVERLAND PARK K3 • VIRGINIA BEACH, VA • WASF�NGTON, DC
Interest Netlnterest True Interest .
Bidder Rates price Cost Rate
MORGAN STANLEY,
MORGAN STANLEY DW INC.
UBS PAINEWEBBER INCORPORATED
SALOMOAf SMITH BARNEY
CRONIN & COMPANY, INCORPORATED
CIBC WORLD MARKETS
CPfIZENS BANK
STEPHENS, INC.
BEAR, STEARNS & CO., INC.
CHART.FS SCHWAB & COMPANY
HUTCHINSON, SAOCKEY, ERLEY &
COMPANY
NIKE SECURITIES, L.P.
3.00% 2003-2005
3.50% 2006-2007
4.00% 2008-2012
4.20% 2013
4.40% 2014
$2,914,679.85 $717,330.18 3.9455%
Reoffering Schedule of the Purchaser
Rate
1.45%
220%
2.70%
3.00%
3.35%
3.55%
3.75%
3.90%
4.00%
4.00%
4.125%
4.375%
Year
2003
2004
20p5
2006
20(YI
2008
2009
2010
Zor i
aorz
2013
2014
Yield
Paz
Paz
Paz
Paz
Paz
Paz
Paz
Paz
Paz
4.125%
4.25%
4.40%
BBI: 5.10%
Average Maturity: 6.202 Years
�` Subsequent to bid opening, the issue size was not changed.
1
85 E. SEVENTfi PLACE, SII17�E 100
SAINT PAUL, MN 55101-2887
651.223.3000 FAX:651.223.3002
E-MAIL: advisors��sprinQsted.com
��
$2,335,000�
SPRINGSTED
Advisors w the Public Swnr
City of Saint Paul, Minnesota
TaTCable General Obligation RiverFront Ta7c Increment Refunding Bonds, Series 2002C
(Book Entry Only)
Award:
Sale:
Uuited Bankers' Bank
February 27,2002
Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
UNTIBD BANKERS' BANK
CRONIN & COMPANY, INCORPORATED
SALOMON SMITH BARNEY
MORGAN STANLEY,
MORGAN STANLEY DW INC.
UBS PAINEWEBBER INCORPORATED
CTTIZENS BANK
MiT.T.F JOHNSON STEICHEN
KINNARD, INC.
BERNARDI SECURITIES, INCORPORATED
2.90%
3.45%
4.25%
4.60%
4.75%
5.00%
5.20%
5.35%
5.50%a
5.65%
3.00°k
4.15%
5.00%
5.10%
535%
5.50%
5.60%
5.70%
3.00%
3.60%
4.20%
4.50%
4.80%
5.20%
5.30%
5.50%
5.55%
5.65%
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2003-2004
2005
2006-2007
2008
2009
2010
2011
2012
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
$2,318,655.00
$2,32Q666.50
$2,315,152.50
$730,012.50
$743,064.75
$742,611.88
5.2895%a
53807%
53867%
(Condnued)
CORPORATE OFFICE: SAINT PAl)1., MN • Y�sit our websice a[ www.s7rhngsced.com
DES MOINF-S, IA • MII.WAUKEE, WI • MINNHAPOLIS, MN • OVERLAND PARK, KS • VIIiGINL1B&1C31. VP. • WASHINGTON, DC
t
Interest Net Interest True Interest .
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE
SERVICES,LLC
NBC CAPITAL MARKETS GROUP, INC.
GRIFFTN, KUBIK, STEPHENS &
THOMPSON, INC.
MORGAN KEEGAN & CO., INC.
3.009'0 2003
3.40%a 2004
4.10% 2005
4.60% 2006
4.85% 2007
5.20% 2008
5.60% 2009
5.65% 2010
5.70% 2011
5.75% 2012
3.00% 2003
3.625% 2004
4.25% 2005
4.70% 2006
5.00% 2007
5.25°k 2008
5.40% 2009
5.55% 2010
5.75% 20I1
5.80% 2012
5.00% 2003-2006
5.25% 2007-2008
5.50% 2009-2010
5.625% 2011
5.75% 2012
4.50% 2003-2005 -
5.00% 2006-2007
5.50% 2008
5.60% 2009
5.75% 2010
5.80°k 2011
5.85% 2012
These Bonds are being reoffered at Paz.
$2,321,242.05
$2,321,953.85
$2,332,769.20
$2,331,330.35
$751,856.49
$753,077.92
$755,914.13
$767,309.03
F�f��:3'[7
5.4504%
F�iiFLi1
5.5471%
BBI: 5.10%
Average Maturity: 5.906 Years
* Subsequent to bid opening, the issue size was not changed
O�-�59
N
O
O
N
r
N
N
.
N r
O N
N }
N �
N Q
�
f � t6 m
� � ~ LL
W O � L11
Z[0 pH
Z � m
Q
� � � �
� � J
7 > - p ¢
Q O � fn
a Q -= z
f' E � O
Z — � �
Q � � �
-0 V � �
} O � O
F
n
U �a ~
O �
O
O ~
O� W
�3 �
w
�
Z
a
N O O
Q Z Z
L �
O � N
C O 4 _ -
� �
= O �
�n u � � C7
L X C � �C
N 'O f6 N N
p � � � c�
N
�
C
O
m
C
N
m j
a a
C Q
� �
o f
T fl-
U U
�
N
Q
O
O
0
O
O
0
� �
� �
fH -
.�
�
O
Z
v
�
7
N
c
O
Z
a
�
fII
�
CJ
Y
C
N
m
U
C
N
N
�
�
� w
•` (6
N �
O
N
�
� a�
O @
n�
7
O
U
0 0 0
O O O
O � �
e O a
O O O
� � �
0 0 0
O O �
t� N 1�
�— N N
0 0 0 0
O O O O
c*) M c7 C�
O O O O
O O O O
� i � �
0 0 0 0 0
O O O O O
OD a0 c`� c7 M
ln I� 6� O �—
M M C'') � V'
o e o o a o o a o 0
O O O O O O O O O O
Ln tn .- CO W W c0 Cn M M
� N� O M� I� 6) O �
�(V N fM M('� c`') (`'1 �7' V
�' °: o 0 0 0 0 0 0 o a o
.` m o00000000u�
t17 O O O tn tn tn O O N
w� �t N f� O M� f� O� � �
O � N N M M M M(`� � V'
N
�
�« o 0 0 0 0 0 0 0 0 0
c6 O O O O O O O O O�
� d' � O a O�� O O O N
0 � N� O M� O O O�-
(� � N N M C'7 M d' � V' �
� L
�
� }
N
�
M�t tn CO I� OD 6) O � N
0 � � � � � � r r
N N N N N N N N N N
d
io
�
�
G
�
O
�
N
W
m
E
U
�
.
m
�
�
i
�
a
�
�
a
c
�
N
�
�
U
U
�
�
O
�
d
N
O
Q.
O
V
C
0
W
F
�
�
Z
�
a
�
�Z- �s�
N
O
O
N
�
N
N
m
N
O
N N
y O
� T O
.L � N
N
� �- N
o a }
O � a
m w �
� C � (�
N
� � m LL
Z a N i N h
Z N � Q
� a Q W
"J U Ol J
Q fl. N �
av� E
y
Z � � �'
� � Q 4
O o � �
� n a�i 0
E Q
�
U � � N
� O �
a�
C7 � W
T
° o o d w
uj Z
rn
�
(�6 O O
Q Z Z
> � a
O N
� o `=
/4 �
= o �
v� u � � �
Q N C 7 C
� '6 f6 N (6
Q � � C m
N �
�
C
O
m N
lp O O
� Q Z Z
a�
� E o
(6
� > O �
o �-
� n � �m
� � rn �
w N a C'1
o � � � � �
�' � 'm N m
U � � � m
p p o O o 0 0 0 0 0 0 0
� � � 0 � � � � �� � �
p tn (O ch M M M c''7 O N �
c- O O O O O O O O O O O
O O O O O O O O O O O O
�� o 0 0 0 0 0 0 0 0 0 0
�(6 O � O � a O O O O O O
��' tn tn (p N cp a0 M M M I�
� � N t� O ch �IJ I� 6) O.- N
� .- N N ch M c`� M�`'� �' V' V
�
� � \° \ \° \° \° \° \° \ \ \° \ \
� o 0 0 0 0 0 0 0 0 0 0 0
Q (6 O O O O O O O O O O O O
] Q' ln � CO W CO OO (h M(h 1� O�
� � N t� O c7 � f� 6] O � N M
(� � N N M M M M M��� V
� � � � � � � � � � � � � �
� o 0 0 0 0 0 0 0 0 0 0 0
. m o 0 0 0 0 0 0 0 0� o 0
tn O O O��� O O N� O
�� �' N 1� O M u� i� O� O � N V
� � N N M c`� M(h M V V� d'
�
c a� ������������
� o 0 0 0 0 0 0 0 0 0 0 0
Q� O O O O O O O O O O��
� �n000��n�n000c�r
o �c.��oc�u�nrnoo�cn
U �c�ic�iririric�rivvvv
.._9' (p
� }
N
�
M V�(O I� CO � O � N M V'
O O O O O O O � � �
N N N�N N N N N N N N N
N
�
�
�
N
�
N
�
�
Q
O
U
�
�3
ni
�
�
G
�
0
�
�
�
c
�
N
i
N
�
0
U
�
�
O
N
R
O
a
O
U
C
�
ll.�
F
�
C7
Z
�
d
�
.�
O1_�s
• ST1lNDARD F.'' ,4 T[ N G� C3 I R E� T
F��OItS
Research:
St. Paul, Minnesota; Tax Secured, General Obligation; Utility, State
Revolving Funds/Pools
Publication date: 25-Feb-2002
Analyst: James Wiemken, Chicago (1) 312-233-7005; Jane Hudson, Chicago (1) 312-233-7012
Credit Profile
$2.3 miI muni debt muni issue ser 2002 C due 2012 AAA
Sale date: 27-FEB-2002
$2.9 miI muni debt muni issue ser 2002 B due 2014 AAA
Sale date: 27-FEB-2002
$19 mil muni debt muni issue ser 2002 A due 2012 AAA
Sale date: 27-FEB-2002
AFFIRMED
St Paul, Minnesota
$227.243 mil. St Paul
0
St Paul Port Auth, Minnesota
$16.080 mil. St Paul Port Auth (St Paul) AAA
OUTLOOK:
= Rationale
STABLE
The'AAA' rating on St. Paul, Minn.'s GO bonds reflects the city's:
. Deep and diverse local economy, which participates in the even broader Minneapolis-St. Paul
MSA economy;
. Consistently strong financial performance;
• Successful redevelopment efforts, which have helped spur downtown St. Paul's recovery; and
. Development of private and public partnerships, which should ensure the continuation of
downtown redevelopment without necessitating large city investments such as those undertaken
in the past.
After the city witnessed its downtown real estate values decline by more than 50% between 1985 and
1994, aggressive measures were taken to keep and attract businesses to the area. While substantiai
investments by the city carried potential risks, the more than doubling of downtown property values
since 1994 indicates the gains from these decisions are continuing even after the city has retired the
debt associated with some of the investments. The city, St. Paul Port Authority, and large consortium of
private-sector executives are continuing to promote development, which has led to a dramatic recovery
and should make ongoing growth possible with gradually decreasing investments by the city itself.
Economic fundamentafs for the city are strong with government, health care, insurance, and technology
firms anchoring the deep local employment base. Steady population growth continues; 2000 U.S.
Census figures indicate that median household incomes now exceed the national level.
St. Paul has consistently controlled spending through the downtown's decline and state property tax
reclassifications to maintain good reserve levels, which never dipped below 13% of expenditures. This
fiscal prudence continues with policies for cash flow and contingencies and consistently positive budget
variances from year-to-year. Following a$2.0 million general fund surplus during 2000, 2001 unaudited
a�.-�sy
results indicated a$950,000 deficit, representing a$9.8 million positive budget variance. After the small
drawdown, the general fu�d balance remains at a strong 23% of expenditures.
Debt ratios remain moderate at $1,803 per capita and 4% of market value. Of the city's �227 million in
GO debt outstanding, $112 million is supported by ad valorem taxes; of the remainder, user fees, tax
increment revenues, special assessments, and parking revenues are supported by $31 million; $34
million; $24 million; and $21 million, respectively.
= OUtIOOk
The stable outlook reflects Standard & Poor's expectation of the city's continued economic stability and
its continued progress in redeveloping the downtown St. Paul area. In addition, the outlook reflects
Standard 8 Poor's expectation that the city will be able to maintain its strong financial position.
G Economy
St. Paul's overall economy continues to share in the strength of the entire Minneapolis-St. Paul MSA. A
diverse employment base includes:
. 3M;
• State government;
. U.S. Bancorp Piper Jaffray Inc.;
. HealthEast Care System, Children's Hospital, United Hospital, and Regions Hospital;
. St. Paul schools;
. Lawson Software;
. Ecolab Inc.; and
. St. Paul Cos. Inc. and Minnesota Life Insurance Co.
While income projections during the 1990s indicated that both per capita and median household income
levels for the city were about 8% below national levels, 2000 U.S. Census data from the "Supplemental
Survey" of the nation's 64 largest cities indicates that St. Paul's median household income is 10%
higher than the median level for all areas surveyed.
St. Paul's economy continues to benefit from growfh in the Twin Cities area; meanwhile, downtown St.
Paul continues to be the scene of redevelopment. Residential and retail development is now increasing,
spurred by past and current development of office space, entertainment venues, and tourist facilities.
Including projects due to be completed during 2002, more than $1.5 billion in new investments have
occurred in the city since 1988.
To attract, manage, and coordinate these investments, the city, port authority, and private sector have
formed a development framework. The St. Paul Department of Economic Development and the St. Paul
Port Authority form the public sector wing; together they will serve to coordinate community needs,
redevelop brownfields, and provide vocational training. The local chamber of commerce and a
consortium of corporate executives acting as the Capital City Partnership account for the private-sector
component, which has played a key role in attracting major projects like a National Hockey League
franchise to the city. Nonprofit and public-private ventures, such as the Saint Paul Rivertront
Development Corp. and the Metro East Development Partnership, have emerged to plan and promote a
comprehensive development plan in targeted areas.
= Finances
St. Paul has consistently maintained a strong financial position despite declines in property values
through 1995 and lowered taxable values in 1997-1998. The city has kept annual growth in general
operating expenditures below inflation at about 2.4%, limiting the need for significant tax increases.
Excluding nonrealized investment losses, the city realized consecutive operating surpluses from 1991-
2000. Although the city realized a small deficit during 2001, the drawdown was due to planned
expenditures for increased public safety; e-government initiatives; and GASB 34 implementation, as
opposed to revenue shortfalls. Even the city's more economically sensitive revenues, such as sales
taxes and hotel-motel taxes, continued to grow during 2001, albeit at slower rates.
oa . � s�
Conservative budgetary practices have aided these strong financial trends. Historically, the city's actual
revenues have averaged 101.3% of the budgeted amount while actual expenditures have averaged
96.5%. The city holds reserves equal to 10% of expenditures for cash flow purposes and now holds
additional reserves equal to 5°/o of expenditures for contingencies. The 2002 budget continues the city's
practice of budgeting some use of reserves; policies, however, limit the use of such reserves.
Copyright �O'1994-2002 Standard & Poors, a division of The McGrawHill Companies. All Rights �
Reservetl. Privacy Policy 4ni6,"su�..tT,al&C»nwJhiti;mquni�
Oa.-�sq
MOODY'S ASSIGNS Aa2 RATING TO ST. PAUL'S (MN) $24.3 GENERAL
OBLIGATION BONDS
$261.6 MILLION IN DEBT AFFECTED
St. Paul (City of) MN
Municipality
Minnesota
Moody's Rating
Issue
Rating
General Obligation Capital Improvement Bonds, Series 2002A Aa2
Sale Amount 519,000,000
Expected Sale Date 02/27/02
Rating Description General Obligation Unlimited Tax
General Obligation Street Improvement Special Assessment
Bonds, Series 2002B Aa2
Sale Amount 52,915,000
Expected Sale Date 02/27/02
Rating Description General Obligation Unlimited Tax
Taxable Genesal Obligation Riverfront Tax Increment
Refunding Bonds, Series 2002C Aa2
Sale Amount $2,335,000
Expected Sale Date 02/27/02
Rating Description General Obligation Unlimited Tax
NEW YORK, February 25, 2002 -- Moody's has assigned a Aa2 rating,
with a stable outlook, to the City of Saint Paul (MN) $19,000,000
General Obligation Capital Improvement Bonds, Series 2002A,
$2,915,000 General Obligation Street Improvement Special
Assessment Bonds, Series 20028, and 92,335,000 Taxable General
Obligation Riverfront Tax Increment Refunding Bonds, Series
2002C. At this time we have also affirmed the city's Aa2 rating
affecting $261.6 million of outstanding general obligation bonds.
Proceeds from the Series 2002A and a portion of Series 2002B
bonds will be used to fund various capital improvements. The
refunding portion of the Series 2002B bonds, $1.9 million, will
be used to refund Series 1991B and 1992B bonds for a net present
value savings of 9.10 of refunded principal. The Series 2002C
bonds will be used to refund Series 1993D bonds for a net present
value savings of 8.5% of refunded principal. The bonds are
ultimately secured by the city's general obligation unlimited tax
pledge, and the Aa2 rating is based on the city's sizable and
growing tax base anchored by the state capital; a trend of sound
financial management and strong reserve levels; and a high, but
manageable debt burden.
STATE CAPITAL AND ONGOING RESIDENTIAL REDEVELOPMENT PROVIDE
STASLE ECONOMIC BASE
o�._ �.s q
Saint Pau1 is the state's capital and second largest city.
Although generally a mature urban city, redevelopment and new
residential development have generated healthy tax base growth
averaging 8.7o for each of the last five years. Even with the
national economic slowdown, the value of residential building
permits issued in 2001 grew by 2.20, to $414 million, from 2000.
The 2000 census indicated that the population of Saint Paul grew
by 5% from 1990, to 287,151. As state capital, the economic base
is characterized by a sizable government sector (close to 40,000
total employees), with a significant health care presence. Over
70,000 higher education students provide an additional measure of
economic stability. The city has continued to redevelop its
downtown, adhering to a long-term strategy to revitalize the
city's office, entertainment and cultural facilities. Recent
completion of a$65 million convention center and $175 million
event facility, combined with various new commercial and cultural
projects, have anchored the central business district's
redevelopment efforts.
The national economic recession has had some impact on Saint
Paul. Unemployment has increased to 4.0% in December 2001,
compared to 2.1°s a year ago. Also, the central business
district's overall office vacancy rate increased to 8.10 in 2001
from 5.5°s in 2000. Despite some evidence of a slowed local
economy, Moody's expects that the city's aggressive commercial
and residential redevelopment efforts to contribute to healthy
population growth and economic expansion going forwaxd.
SREND OF SOUND FINANCIAL MANAGEMENT, BUT REVENUE AND EXPENDITURE
PRESSDRES EXIST
Moody's expects financial operations to remain sound given the
city's history of conservative budgeting and the maintenance of
adequate reserve levels. Saint Paul financial operations are
supported largely by state aid, 47°s of general fund revenue in
fiscal 2000. The state is currently deliberating over plans to
close a$2.0 billion budget deficit in the current biennium and a
$2.5 billion gap in the 2004-2005 biennium. Although state aid to
Saint Paul currently appears to be secure, continued state budget
pressures could potentially impact the city, to the extent that
the state cuts aid to 1oca1 governments to solve its budget gap.
The city historically appropriates approximately Sa of its budget
from reserves, but conservative revenue projections and lower
than anticipated expenditures eliminate the need to use reserves
to fund operations. Preliminary fiscal 2001 results indicate a
slight use of reserves, $951,000, which was much less than the
$10.7 million budgeted. Of the city's $44.6 million of General
Fund reserves, $17.6 million was reserved for cash flow purposes
and $10.4 million was reserved for next year's budget. The city
maintains $8.8 million, 5.2o of revenue, in reserve for property
tax relief which would be available if needed for emergencies.
Whi1e Moody's believes that reserves are currently adequate, the
state's budget problems and the need for increased funding for
o>-�sq
public safety and health care could result in pressure to reduce
reserve levels.
HIGH, BUT MANAGEABLE, DEBT LEVELS
Moody's believes that Saint Paul's debt burden, while high at
6_1%, is manageable given continued tax base growth and the use
o£ special assessments and tax increment revenue to repay
approximately 25% of the city's direct debt. Debt is amortized
rapidly; 78% is retired within 10 years. Officials report plans
to issue approximately $21.5 million of general obligation debt
in fiscal 2003 to fund the city's ongoing capital improvement
plan. The city's capital program is supplemented by the city's
one-half cent sales tax that is used to support debt associated
with the RiverCenter and the Saint Paul and Housing and
Redevelopment Authority.
KEY STATISTICS:
2001 estimated population: 288,600
2001 full valuation: $12.5 billion
Full value per capita: 543,677
Unemployment (12/O1): 4.0%
Debt burden: 6.1%
Direct debt burden: 3.Sa
Payout of principal (10 years): 78.10
Fiscal 2000 General Fund balance: $44.6 (26.3% of General Fund
revenues)
ANALYSTS:
James Mintzer, Analyst, Public Finance Group, Moody's Investors
Service
Jonathan North, Backup Analyst, Public Finance Group, Moody's
Investors
Service
CONTACTS:
Journalists: (212) 553-0376
Research Clients: (212) 553-1625
,`° S
�S
t
Presented By _�
Refeaed To
(��<��.�..�, - �'°-�« `, a , 3 , a�
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
�
Committee:
2
ACCEPTING PROPOSAL ON SALE OF
$19,000,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
4 BONDS, SERIES 2002A,
5 PROVIDING FOR THEIR ISSUANCE, AND LEVYING
6 A TAX FOR THE PAYMENT THEREOF
WHEREAS, the Director, Office ofFinancial Services, has presented proposals
received for the sale of $19,000,000 General Obligation Capital Improvement Bonds, Series
2002A (the "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
10 WHEREAS, the proposals set forth on Exhibit A attached hereto were received
11 pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 1030 A.M.,
12 Central Tnne, this same day; and
13 WHEREAS, the Director, Office of Financial Services, has advised this Council
14 that the proposal of u"c" f�°.,,�� p; ,���,�,was found to be the most advantageous
15 and has recommended that said proposal be accepte , and
16 WHEREAS, the proceeds of the Bonds will finance certain capital improvements,
17 for which the City is proceeding pursuant to its Charter and Laws of Minnesota for 1971,
18 Chapter 773, as amended, with any excess to be used for any other purpose permitted by law;
19 and
20 WHEREAS, the City has heretofore issued registered obligations in certificated
21 form, and incurs substantial costs associated with their printing and issuance, and substantial
22 continuing transaction costs relating to their payment, transfer and exchange; and
23 WHEREAS, the City has determined that significant savings in transaction costs
24 will result from issuing bonds in "global book-entry form", by which bonds are issued in
25 certificated form in large denominations, registered on the books of the City in the name of a
26 depository or its nominee, and held in safekeepin� and immobilized by such depository, and such
27 depository as part of the computerized national securities clearance and settlement system (the
28 "National System") registers transfers of ownership interests in the bonds by making
29 computerized book entries on its own books and distributes payments on the bonds to its
30 Participants shown on its books as the owners of such interests; and such Participants and other
31 banks, brokers and dealers participating in the National System will do likewise (not as agents of
32 the City) if not the beneficial owners of the bonds; and
1377507v2 1
Council File # O a� �
Green Shee[ # �'a C� �
A�..�����, �Pa�� - �=�b. a�, a.�o�
oa - �sq
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
4 WHEREAS, The Depository Trust Company, a limited purpose trust company
5 organized under the laws of the State of New York, or any of its successors or successors to its
6 fixuctions hereunder (the "Depository"), will act as such depository with respect to the Bonds
7 except as set forth below, and the City has heretofore delivered a letter of representations (the
8 "Letter of Representations") setting forth various matters relating to the Depository and its role
9 with respect to the Bonds; and
10
11
12
13
14
WHEREAS, the City will deliver the Bonds in the form of one certificate per
maturity, each representing the entire principal amount of the Bonds due on a particular maturity
date (each a"Global Certificate"), which single certificate per maturity may be transferred on the
City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
denominarions unless the City determines to issue Replacement Bonds as provided below; and
15 WHEREAS, the City wiil be able to replace the Depository or under certain
16 circumstances to abandon the "global book-enhy form" by permitting the Global Certificates to
17 be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
18 register; 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 the registration books of the City maintained by the registrar appointed as provided
22 in paragraph 8(the "Bond Registrar"); and
23 WHEREAS, Rule 15c2-12 of the Securiries and Exchange Commission prohibits
24 "participating undenvriters" from purchasing or selling the Bonds unless the City undertakes to
25 provide certain continuing disclosure with respect to the Bonds; and
26 WHEREAS, pt�rsuant 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 financiai
28 advisor and determines to sell the Bonds by private negotiation, and the City has instead
29 authorized a competitive sale without publication of norice thereof as a form of private
30 negotiation; and
31
32
33
34
WHEREAS, proposals for the Bonds have been solicited by Springsted
Incorporated pursuant to an Official Statement and Terms of Proposal therein:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
Paul, Minnesota, as follows:
35 1. Accentance of Provosai. The proposal of U.S. Bancorp Piper Jaffray Inc.
36 (the "Purchaser") to purchase $19,000,000 General Obligarion Capital Improvement Bonds,
37 Series 2002A, of the City (the "Bonds", or individually a"Bond"), in accordance with the Terxns
38 of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the
39 Bonds the sum of $18,468,305.16, plus interest accrued to settlement, is hereby found,
is��so��z
�w.�ra.& � ��. - � �e . a�1, a � b �-
o�.-�s9
1 deternuned and declared to be the most favorable proposal received and is hereby accepted, and
2 the Bonds are hereby awarded to the Purchaser. The Director, Office of Financial Services, or
3 his designee, is directed to retain the deposit of the Purchaser and to forthwith return to the others
4 making proposals their good faith checks or dra$s.
5 2. Title; Ori�nal Issue Date. Denominations; Maturities. The Bonds shall be
6 titled "General Obligation Capital Improvement Bonds, Series 2002A", shali be dated Mazch 1,
7 2002, as the date of original issue and shall be issued forthwith on or a$er such date as fully
8 registered bonds. The Bonds shail be numbered from R-1 upward. Global Certificates shall each
9 be in the denomination of the entire principal amount maturing on a singie date, or, if a portion
10 of said principal amount is prepaid, said principal amount less the prepayment. Replacement
11 Bonds, if issued as provided in paragraph 6, shall be in the denomination of $5,000 each or in
12 any integrai multiple thereof of a single maturity. The Bonds sha11 mature on March 1 in the
13 years and amounts as follows:
Year
2003
2004
2005
2006
2007
14
15
16
17
18
19
20
21
Amount
$1,650,000
1,680,000
1,725,000
1,775,000
1,835,000
Year
2008
2009
2010
2011
2012
Amount
$1,905,000
1,980,000
2,060,000
2,150,000
2,240,000
3. Purpose. The Bonds shall provide funds for the construction of the capital
improvements in the City's 2002 capital isuprovement budget (the "�Snprovements"), including
payments on a lease relating to the City's central library. The proceeds of the Bonds shall be
deposited and used as provided in paragraph 17, for the purpose described by Laws of Minnesota
for 1971, Chapter 773, as amended, and any excess moneys shall be devoted to any other
purpose permitted by law. The total cost of the Improvements, which shall include all costs
enumerated in Minnesota Statutes, Section 475.65, 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 sexniannually on March 1
24 and September 1 of each year (each, an"Interest Payment Date"), commencing September 1,
25 2002, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates
26 per annum set forth opposite the maturity years as follows:
Maturitv Year
2003
2004
2005
2006
2007
27
Interest Rate
1.450%
2.200
2.700
3.000
3.350
Mahxritv Year
2008
2009
2010
2011
2012
Interest Rate
3.550%
4.000
4.000
4.000
4.125
is��so��Z
ea-�9
0
9
10
il
12
13
14
15
16
5. Description of the Global Certificates and Global Book-Entry S�stem.
Upon their original issuance the Bonds will be issued in the form of a single Global Cerkificate
for each maturity, deposited with the Depository by the Purchaser and immobilized as provided
in paragraph 6. No beneficial owners of interests in the Bonds will receive certificates
representing their respective interests in the Bonds except as provided in pazagraph 6. Except as
so provided, during the term of the Bonds, beneficial ownership (and subsequent transfers of
beneficial ownership) of interests in the Giobal Certificates will be reflected by book entries
made on the records of the Depository and its Participants and other banks, brokers, and dealers
participating in the National System. The Depository's book entries of beneficial ownership
interests are authorized to be in increments of $5,000 of principal of the Bonds, but not smaller
increments, despite the larger authorized denominations of the Global Certificates. Payment of
principal of, premium, if any, and interest an the Global Certificates will be made to the Bond
Registrar as paying agent, and in turn by the Bond Registraz to the Depository or its nominee as
registered owner of the Global Certificates, and the Depository according to the laws and rules
goveming it will receive and forward payments on behalf of the beneficial owners of the Global
Certificates.
17 Payment of principal of, premium, if any, and interest on a Global Certificate may in the
18 City's discretion 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 bythe Denositorv; Successor
Depositorv; Replacement Bonds. Pursuant to the request of the Purchaser to the Depository,
which request is required by the Terms of Proposal, immediately upon the original delivery of
the Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with
the Depository or its agent. The Global Certificates shall be in typewritten form or otherwise as
acceptable to the Depository, shall be registered in the name of the Depository or its nominee
and shall be held immobilized from circulation at the offices of the Depository or its agent on
behalf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the
sole holder of record of the Global Certificates and no investor or other party purchasing, selling
or otherwise transferring ownership of interests in any Bond is to receive, hold or deliver any
bond certificates so long as the Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and an paragraph 12.
Certificates evidencing the Bonds may not after their original dellvery be transferred or
exchanged except:
(i) Upon registration of transfer of ownership of a Global Certificate, as
provided in pazagraph 12,
(ii) To any successor of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (iii) of trus
subparagraph, provided that any successor of the Depository or any substitute depository
must be both a"ciearing corporation" as defined in the Minnesota LTniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
ia��so��z
oa-�s9
�
6
7
(iii) To a substitute depository designated by and acceptable to the City upon
(a) the determivation by the Depository that the Bonds shall no longer be eligible for its
depository services or (b) a detemunation 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
instrucrions 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 (b) upon a determination by the City in its sole discretion that (1) the
12 continuation of the book-entry system described herein, which precludes the
13 issuance of certificates (other than Global Certificates) to any Holder other than
14 the Depository (or its nominee), might adversely affect the interest of the
15 beneficial owners of the Bonds, ar(2) that it is in the best interest of the beneficial
16 owners of the Bonds that they be able to obtain certificated bonds,
17 in either of which events the City shall notify Holders of its determination and of the
18 availability of certificates (the "Replacement Bonds") to Hoiders requesting the same and
19 the registration, transfer and exchange of such Bands will be conducted as provided in
20 paragraphs 9B and 12 hereof.
21 In the event of a succession of the Depository as may be authorized by this
22 paragraph, the Bond Registrar upon presentation of Global Certificates shall register their
23 transfer to the substitute or successor depository, and the substitute or successor depository shall
24 be treated as the Depository for all purposes and functions under this resolution. The Letter of
25 Representations shall not apply to a substitute or successor depository unless the City and the
26 substitute or successor depository so agree, and a similar agreement may be entered into.
27
28
29
30
31
32
33
34
35
36
37
7. Redemntion.
(a) Optional Redemption; Due Date. All Bonds maturing after March 1, 2010, 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 thereo£ 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.
38 (b) Notation on Global Certificate. Upon a reduction in the aggregate principal
39 amount of a Global Certificate, the Holder may make a notation of such redemption on the panel
40 provided on the Global Certificate stating the amount so redeemed, or may return the Global
�s��sm�z
oa,_�s9,
Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the
Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for
reference only, and may not be relied upon by any other person as being in any way
detenninative of the principal amount of such Global Certificate outstanding, uniess the Bond
Registrar has signed the appropriate column of the panel.
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
(c) Selection of Re�lacement Bonds. To effect a partial redemption of Replacement
Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption
shall assign to each Replacement Bond having a common maturity date a distinctive number far
each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then
select by lot, using such method of selection as it shall deem proper in its discretion, from the
numbers so assigned to such Replacement Bonds, as many nuxnbers as, at $5,000 for each
number, shall equal the principal amount of such Replacement Bonds to be redeemed. The
Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned
numbers so selected; provided, however, that only so much of the principai amount of each such
Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
$5,000 for each number assigned to it and so selected.
(d) Partial 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
Registraz 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 chazge, a new Replacement
Bond or Bonds of the same series having the same stated maturity and interest rate and of any
authorized denomination or denominations, as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
27 (e) Request for Redemption: The Bond Registrar shall cali Bonds for redemption and
28 payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior
29 to the redemption date of a request of the City, in written form if the Bond Registrar is other than
30 a City officer. Such request shall specify the principal amount of Bonds to be called for
31 redemption and the redemption date.
32
33
34
35
36
37
38
39
( fl 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 cail any of the Bonds
for redemption and payxnent 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 thiriy (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;
40 (ii) The redemption price;
1377507v2
�a- - �5°�
(iii) If less than all outstanding Bonds are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of the Bonds to
be redeemed;
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
7 (v) The place where such Bonds are to be surrendered for payment of the
8 redemption price (which shall be the office of the Bond Registraz).
9 (g) Notice to Deoositorv. I3otices 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 Registraz 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 &. Bond Reeistrar. U. S. Bank Tnxst 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 Regstraz 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:
34
1377507v2
oa _\ s9
BOND, SERIES 2002A
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSTJE
2 STATE OF MINNESOTA
3 RAMSEY COUNTY
4 CTfY OF SAINT PAUL
5 R-
GENERAL OBLIGATION CAPITAL IMPROVEMENT
7
REGISTERED OWNER:
ITNITED STATES OF AMERICA
Mazch 1,
$
CUSIP
1 • : u[ 1' �7I_\R�14�YW
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 or on the certificate of
registration below, or registered assigns, in the manner hereinafter set forth, the principal amount
specified above, on the maturity date specified above, unless called for earlier redemption, and to
pay interest thereon semiannually on March 1 and September 1 of each year (each, an "Interest
Payment Date"), commencing September 1, 2002, at the rate per annum specified above
(calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid, from the date of
original issue hereof. The principal of and premium, if any, on this Bond are payable in same-
day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal
office of in , Minnesota (the "Bond Registrar"), acting as
paying agent, or any successor paying agent duly appointed by the Issuer; provided, however,
that upon a partial redemption of this Bond which results in the stated amount hereof being
reduced, the Holder may in its discretion be paid without presentation of this Bond, which
payment shall be received no later than 2:30 p.m., Eastern time, and may make a notation on the
panel provided herein of such redemption, stating the amount so redeemed, or may retum 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 col� of the panel. Interest on this Bond
will be paid on each Interest Payment Date in same-day funds by 2:30 p.m., Eastem time, to the
person in whose name this Bond is rea stered (the "Holder" or "Bondhoider") on the registration
books of the Issuer maintained by the Bond Registraz and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month preceding such Interest Payment
March 1, 2002
isnso��z
va.-�s�
1 Date (the "Regular Record Date"). Interest payments shail be received by the Holder no later
2 than 2:30 p.m., Eastem time; and principal and premium payments shall be received by the
3 Holder no later than 230 p.m., Eastern time, if the Bond is surrendered for payment enough in
4 advance to permit payment to be made by such tune. Any interest not so tunely paid shall cease
5 to be payable to the person who is the Holder hereof as of the Regulaz 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
� 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 payabie in lawful money of the United States of America.
11 Date of Pavment Not Business Day. If the date for payment of the principat 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 shail 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 of this issue (the "Bonds") maturing after Mazch 1, 2010,
19 aze 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 subject 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 "CUSIP" numbers assigned to the Bonds
32 shall be used.
33 Renlacement or Notation of Bonds after Partial Rede�tion. 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 attomey 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
1377507v2
6� -�5°�
1 same series having the same stated maturity and interest rate and of the authorized denomination
2 in aggregate principal amount equal to and in exchange for the unredeemed portion of the
3 principal of the Bond so surrendered.
4 Issuance; Puivose; General ObiiQation. This Bond is one of an issue in the total
5 principal amount of $19,000,000, all of like date of orianal issue and tenor, except as to number,
6 maturity, interest rate, denomination, and redemption privilege, which Bond has been issued
7 pursuant to and in fixll conformity with the Constitution and laws of the State of Minnesota,
8 including particularly Laws of Minnesota for 1971, Chapter 773, as amended, and the Charter of
9 the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on February 27,
10 2002 (the "Resolution"), for the purpose of providing money to finance the acquisition,
11 construction and repair of various capital unprovements in the City. This Bond is payable out of
12 the General Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the
13 Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
1G and interest when the same become due, the full faith and credit and tasing powers of the Issuer
15 have been and are hereby inevocably pledged.
16 Denominations• Exchange: Resolution. The Bonds are issuable originally only as
17 Global Certificates in the denomination of the entire principal amount of the issue maturing on a
18 single date, or, if a portion of said principal is prepaid, said principal amount less the
19 prepayment. Giobal Certificates aze not exchangeable for fully registered bonds of smaller
20 denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
21 then available. Replacement Bonds, if made available as provided below, are issuable solely as
22 fixlly registered bonds in the denominations of $5,000 and integral multiples thereof of a single
23 maturity and are exchangeable for fully registered Bonds of other authorized denominations in
24 equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
25 manner and subject to the limitations provided in the Resolution. Reference is hereby made to
26 the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
27 Resolution are on file in the principal office of the Bond Registrar.
28 Reolacement Bonds. Replacement Bonds may be issued by the Issuer in the event
29 that:
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, or
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 ahle 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 Registraz, who will endorse his,
41 her or its name and note the date of registration opposite the name of the payee in the certificate
is»so��z 10
oa -�S9
1 of registration attached hereto. Thereafter this Bond may be transferted by delivery with an
2 assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
3 Bond Registraz may treat the IIolder as the person exclusively entitled to exercise all the rights
4 and powers of an owner unril this Bond is presented with such assigunent 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 Reb sfrar.
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 Intemal 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 governmentai chazge payable in connection with the transfer
14 or exchange of this Bond and any legal or unusual costs regazding transfers and lost Bonds.
15 Treahnent of Regi stered Owner. The Issuer and Bond Registraz 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 Recard 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 obiigatory for any
21 purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
22 been executed by the Bond Registru.
23 Not Oualified Tax-Exempt ObliQations. The Bonds have not been designated by
24 the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal
25 Tntemal 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 �VHEREOF, 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 seai having been omitted as permitted by law.
38
1377507v2 11
0�_��9
1
2
3
4
Date of Registration:
5 BOND REGI5TRAR'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
]8
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
By
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAIVISEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Capital Improvement Bond, Series 2002A, No. R-_
is��so��z
12
oa-lS°�
CERTIFICATE OF REGISTRATION
2
3 The transfer of ownership of the principal amount of the attached Bond may be made only by the
4 registered owner or his, her or its legal representative last noted below.
DATE OF SIGNATLTRE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
i3»so�vz 13
.0�.-�5`1
REGISTER OF PARTIAL PAYMENTS
3 T'he principal amount of the attached Bond has been prepaid on the dates and in the amounts
4 noted below:
Date Amount Bondholder Bond Registrar
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.
is77so�vz 14
O'd-- �S
1
2
3
4
5
6
7
8
9
10
11
12
13
14
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 fixll 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 survivorslup
and not as tenants in common
UTMA - as custodian for
(Cust)
under the
1377507v2
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
15
aa-�S�l
ASSIGNMENT
For value received, the undersigned hereby sells, assi�s and transfers unto
the attached
4 Bond and does hereby urevocably constitute and appoint
5 attorney to transfer the Bond on the books kept for the
6 registration thereof, 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 appeazs upon the face of
10 the attached Bond in every particulaz, without alteration
11 or any change whatever.
12 Signature Guaranteed:
13
14 Sigiature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
15 having a membership in one of the major stock exchanges or any other'Bligible Guarantor
16 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
17 The Bond Registraz will not effect transfer of this Bond unless the information
18 concernina the transferee requested below is provided.
19 Name and Address:
20
21
22
23
24
(Include inforxnation for all joint owners if the Bond is held
by joint account.)
i 3»so��z 16
oa-��°t
2 B. Reolacement Bonds. If the City has notified Hoiders that Replacement Bonds
3 have been made availabie as provided in pazagraph 6, then for every Bond thereafter transferred
4 or exchanged (including an exchange to reflect the partial prepayment of a Giobal Certificate not
5 previously exchanged for Repiacement Bonds) the Bond Registraz shall deliver a certificate in
6 the form of the Repiacement Bond rather than the Global Certificate, but the Holder of a Global
7 Certificate shall not othenvise be required to exchange the Global Certificate for one or more
8 Replacement Bonds since the City recognizes that some beneficial owners may prefer the
9 convenience of the Depository's registered ownership of the Bonds even though the enrire issue
10 is no longer required to be in global book-entry form. The Replacement Bonds, together with the
11 Bond Regstrar's Ceriificate of Authentication, the form of Assignxnent and the registration
12 information thereon, shall be in substantially the foilowing form, with pazagraphs identical to the
13 fonm of Globai Certificate stated by heading or initial text only:
14
ts»so��z 17
o�.-\S�
TJNITED STATES OF AMERICA
2 STATE OF MINNESOTA
3 RAMSEY COUNI'Y
4 C1TY OF SAINT PAUL
5 R-
6 GENERAL OBLIGATION CAPITAL IIvIPROVEMENT
7 BOND, SERIES 2002A
INTEREST MATURITY
RATE DATE
DATE OF
ORIGINAL ISSUE
CUSIP
E�
L9
i[�7
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
REGISTERED OWNER:
PRINCII'AL AMOUNT:
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above, or registered assigns, in the
manner hereinafrer 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,
2002, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve
30-day months) until the principal sum is paid or has been provided for. This Bond will bear
interest from the most recent Interest Payment Date to which interest has been paid or, if no
interest has been paid, from the date of original issue hereof. The principal of and premium, if
any, on this Bond are payable upon presentation and surrender hereof at the principal office
of ,in ,
(the "Bond Registrar"), acting as paying agent, or any successor paying
agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment
Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder"
or "Bondholder") on the registration books o£the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely
paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record
Date, and shall be payable to the person who is the Holder hereof at the close of business on a
date (the "Speciai Record Date") fixed by the Bond Registrar whenever money becomes
available for payxnent of the defaulted interest. Notice of the Special Record Date shall be given
to Bondholders not less than ten days prior to the Special Recard Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States of
America.
Mazch 1, 2002
1377507v2 1 $
oa--�s°�
1 REFERENCE IS HEIZEBY MADE TO THE FURTHER PROVISIONS OF
2 THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICA PROVISIONS SHALL
3 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
0
IT IS HEREBY CERTIFIED AND RECITED....
5 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Mimiesota, by
6 its City Council has caused this Bond to be executed on its behalf by the original or facsimile
7 signature of its Mayor, attested by the original or facsimile signarixre of its Clerk, and
8 countersigned by the original or facsimile signature of its Director, Office of Financial Services,
9 the official seal having been omitted as pemutted by law.
10 Date of Registration:
11
12
13
14 BOND REGISTRAR'S
15 CERTIFICATE OF
16 AUTHENTICATTON
17 This Bond is one of the
18 Bonds described in the
19 Resolution mentioned
20 within.
21
22
23
24
25 Bond Registrar
26
27
28
29
30
31
By
Authorized Signature
1377507v2
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office ofFinancial
Services
��
oa--�s y
1 ON REVERSE OF BOND
2 Date of Pavment Not Business Day.
3 Redemption. All Bonds of this issue (the "Bonds") mat�uing after March 1, 2010,
4 aze subject to redemption and prepayment at the option of the Issuer on such date and on any day
5 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
6 Bonds subject to prepayment. If redemption is in part, those Bonds remainin� unpaid may be
7 prepaid in such order of maturity and in such amount per maturity as the City shall deternune;
8 and if only part of the Bonds having a common maturity date are calied for prepayment, the
9 specific Bonds to be prepaid shall be chosen by lot by the Bond Registraz. Bonds or portions
10 thereof called for redemption shall be due and payable on the redemption date, and interest
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
thereon shall cease to accrue from and after the redemption date.
Notice of Redemption.
Selection of Bonds for Redemption. To effect a partial redemption of Bonds
having a common maturity date, the Bond Registru 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 Registraz shall then select by lot, using such method of selection as it shail deem proper in
its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shail equal $5,000 for each number assigned to it and so setected. If a
Bond is to be redeemed only in part, it shall be surrendered to the Bond Registraz (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, wiE�iout service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any authorized
denomination or denominations, as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obli ation.
Denominations; Exchange: Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for 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.
38 Transfer. This Bond is transferable by the Holder in person or b� his, her or its
39 attomey duly authorized in writing at the principal office of the Bond Registrar upon
40 presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
ts��so��z 20
oa-�S9
1 provided in the Resolurion and to reasonable regulations of the Issuer contained in any
2 a�eement with, or notice to, the Bond Registraz. Thereupon the Issuer shall execute and the
3 Bond Registraz shall authenticate and deliver, in exchange for this Bond, one or more new fully
4 registered Bonds in the name of the transferee (but not registered in biank or to "bearer" or
5 similar desi�ation), of an authorized denomination or denominations, in aggregate principal
6 amount equal to the principal amount of this Bond, of the same maturity and bearing interest at
7 the same rate.
8 Fees upon Transfer or Loss.
9 Treahnent of Reeistered Owner.
10 Authentication
11 Not Qualified Tax-Exempt Obli�ations.
12
13
14
15
ABBREVIATIONS
ts��so��z 21
oa -��
i
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint
attomey to transfer the Bond on the books kept for the
registration thereof, with full power of substitution in the premises.
Dated:
Signature Guaranteed:
Norice: The assignor's signature to this assignment must
correspond with the name as it appeazs upon the face of
the within Bond in every particular, without alteration or
any change whatever.
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
isnso��z
(Include information for all joint owners if the Bond is held
by joint account.)
22
o i-�s�
2
�
7
8
9
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 Financial Services, each with the effect
noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that
the seal of the City may be a printed or photocopied facsimile; and provided further that any of
such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted
on the Bonds as permitted by law. In the event of disability or resignation or other absence of
any such officer, the Bonds may be signed by the manual or facsimile signature of that officer
who may act on behalf of such absent or disabled officer. In case any such officer whose
si�ature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer
before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he or she had remained in office until delivery.
11. Authenticarion; Date of Re�istration. No Bond shall be valid or obligatory
for any purpose or be entitled to any security or benefit under this resolution unless a Certificate
of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been
duly executed by an authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same person. The Bond Registrar
shall authenticate the signatures of officers of the City on each Bond by execution of the
Certificate of Authentication on the Bond and by inserting as the date of registration in the space
provided the date on which the Bond is authenticated. For pwposes of delivering the original
Global Certificates to the Purchaser, the Bond Registraz shall insert as the date of registration the
date of originai issue, which date is March 1, 2002. 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; Exchan¢e. 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 registrarion 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 Certificate may be
transferred by delivery with an assignment duly executed by the Holder or his, her or its legal
representative, and the City and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until a Global Certificate is presented
with such assignment for registration of transfer, accompanied by assurance of the nature
provided by law that the assignment is genuine and effective, and until such transfer is registered
on said books and noted thereon by the Bond Registrar, all subject to the terms and conditions
provided in this resolution and to reasonable regulations of the City contained in any agreement
with, or notice to, the Bond Registraz.
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
is��sm�z 23
03 -�S �
1 form" within the meaning of Section 149(a) of the federal Intemal Revenue Code of 1986, as
2 amended.
If a Global Certificate is to be exchanged for one or more Replacement Bonds, all
of the principal amount of the Globai Certificate shali be so exchanged.
5 Upon surrender for transfer of any Replacement Bond at the principal office of
6 the Bond Registraz, 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 transferar; provided, however, that no bond
11 may be registered in blank or in the name of "bearer" or similar designation.
12 At the option of the Holder of a Replacement Bond, Replacement Bonds may be
13 exchanged for Repiacement 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 aze
16 so sunendered 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 Globai Certificates of smalier denominations.
20 All Bonds surrendered upon any exchange or transfer provided for in this
21 resolution shall be promptly cancelled by the Bond Registraz 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 sunendered 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 authori2ed in
29 writing.
30 The Bond Registrar may require payment of a sum sufficient to cover any tax or
31 other governmentai charge payable in connection with the transfer or exchange of any Bond and
32 any legai 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 beriveen record dates and payment dates.
36 13. �ts Upon Transfer oz ExchanQe. 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.
isnso��z 24
oa-�sy
�
10
11
12
13
14
15
16
17
18
19
20
14. Interest Pavment; Record Date. Interest on any Global Certificate shall be
paid as provided in the first paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to the person in whose name the
Bond is registered (the "Holder") on the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at the close of business on the
fifteenth (15th) day of the calendaz month preceding such Interest Payment Date (the "Regular
Record Date"). Any such interest not so tunely paid shall cease to be payable to the person who
is the Holder thereof as of the Regulaz Record Date, and shall be payable to the person who is the
Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond
Registraz whenever money becomes available for payment of the defaulted interest. Notice of
the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten
(10) days prior to the Special Record Date.
15. Holders; Treatment of Registered Owner; Consent of Holders.
A. For the purposes of ali actions, consents and other matters affecting Holders of the
Bonds, other than payxnents, redemptions, and purchases, the City may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person
in whose name the Bond is registered. For that purpose, the City may ascertain the identity of
the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion
deems appropriate, including but not limited to a certificate from the person in whose name the
Bond is registered identifying such beneficial owner.
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 ali 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 contrary.
26
27
28
29
30
31
32
33
C. Any consent, request, direction, approval, objection or other instnunent to be
signed and executed by the Holders may be in any number of concurrent writings of similar tenor
and must be signed or executed by such Holders in person or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approvai, objection or other
instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in
the following manner, shall be sufficient for any of the purposes of this resolution, and shall be
conclusive in favor of the City with regard to any action taken by it under such request or other
instrument, namely:
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 aclrnowledgments within such jurisdiction that the person signing such writing
37 acknowledged before him or her the execution thereof, or by an affidavit of any witness
38 to such execution.
39 (2) Subject to the provisions of subparagraph (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.
ts»so��z 25
oa.�sq
1 16. Deliverv; Application of Proceeds. The Global Certificates when so
2 prepazed and executed shall be delivered by the Director, Office of Financial Services, to the
3 Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
4 proper application thereof.
5 17. Fund and Account. There is hereby created a special account to be
6 designated the "Capital Improvement Bonds of 2002A Account" (the "Account") to be
7 administered and maintained by the City Treasurer as a bookkeeping account separate and apart
8 from all other accounts maintained in the official financial records of the City. There has been
9 heretofore created and established the General Debt Service Fund (numbered 960, herein the
10 "Fund"). The Fund and the Account shall each be maintained in the manner herein specified
11 until all of the Bonds and the interest thereon have been fully paid.
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
(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, inciuding the cost of any
conshuction contracts heretofore let and all other costs incurred and to be incurred
of the kind authorized in Minnesota Statutes, Section 475.65 (including interest
on the Bonds payable during the construction period); and the moneys in the
Account shall be used for no other ptupose 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 ofMinnesota for 1971, Chapter 773, as
amended, or used for any other purpose permitted by law, or transferred to the
Fund. All earnings on the Account shall be transfened 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 18; (d) all funds remaining in
the Account after completion of the Improvements and payment of the costs
thereof, not so transfened 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 (fl any and all other moneys which are
properly available and are appropriated by the governing body of the City to said
specialaccountinthe Fund.
41 Said special account created in the Fund shall be used solely to pay the principal and
42 interest and any premiums far 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
ts��so��z 2(
A,M�...a�� Pa��.. -F�o. a'�, a�o �
2
0
7
10
11
12
13
14
15
16
17
oa-�s5
Fund as provided by law, or to pay any rebate due to the United States. No portion of the
proceeds of the Bonds shall be used directly or ind'uectly to acquire higher yielding investments
or to replace funds which were used directly or indirecUy to acquire higher yielding inveshnents,
except (1) for a reasonable temporary period unril such proceeds aze needed for the purpose for
which the Bonds were issued, and (2) in addition to the above in an amount not greater than
$100,000. To this effect, any proceeds o£the Bonds and any sums from time to time held in the
Account or said special account in the Fund (or any other City account which will be used to pay
principal or interest to become due on the bonds payable therefrom) in excess of amounts which
under then-applicable federal arbitrage regulations may be invested without regard as to yield
shall not be invested at a yield in excess of the applicable yield reshictions imposed by said
arbitrage regulations on such inveshnents after taking into account any applicable "temporary
periods" or "minor portion" made available under the federal arbitrage regulations. In addition,
the proceeds of the Bonds and money in the Account or the Fund shall not be invested in
obligations or deposits issued by, guaranteed by or insured by the United States or any agency or
instrumentality thereof if and to the extent that such inveshnent would cause the Bonds to be
"federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue
Code of 1986, as amended (the "Code").
18 18. Tax Levv; Covera eP Test. To provide moneys for payment of the
19 principal and interest on the Bonds there is hereby levied upon all of the ta�cable property in the
20 City a direct annual ad valorem taac which shall be spread upon the tax rolls and collected with
21 and as part of other general property taYes in the City for the years and in the amounts as
22 follows:
Year of Taac
Levy
2001*
2002
2003
2004
2005
2006
2007
2008
2009
2010
Year of TaY
Collection
2002•
2003
2004
2005
2006
2007
2008
2009
2010
2011
23
24 # heretofore levied or provided from other available City funds
Amount
$2,393,800*
2,400,179
2,408,621
2,412,218
2,419,305
2,428,259
2,436,000
2,436,840
2,444,820
2,449,020
25 The tas 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 least five percent (5%) in excess of the amount needed to meet when due the principal and
28 interest payments on the Bonds. The tas levies shall be irrepealable so long as any of the Bonds
29 are outstanding and unpaid, provided that the City reserves the right and power to reduce the
1377507d2 2'�
oa-�S°�
1 levies in the manner and to the extent pemutted by Minnesota Statutes, Section 475.61,
2 Subdivision 3.
3 19. General Obligation PledQe. For the prompt and full payment of the
4 principai 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 irrevocably pledged. If the balance in the
6 Fund (as defined in pazagraph 17 hereo fl is ever insufficient to pay all principal and interest then
7 due on the Bonds payabie 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 funds may be reimbursed with or without interest from the Fund when a sufficient balance
10 is available therein.
11 20. Certificate of ReP�; stration. 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, perfornung the functions of the county auditor (the "County Auditor"), together with
14 such other information as the County Auditor shall require, and to obtain the County Auditor's
15 certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the
16 tax levy required by law has been made.
17 21. Records and Certificates. The officers of the City are hereby authorized
18 and directed to prepare and fumish to the Purchaser, and to the attorneys approving the legality
19 of the issuance of the Bonds, certified copies of ail proceedings and records of the City relating
20 to the Bonds and to the financial condition and affairs of the City, and such other affidavits,
21 certificates and information as aze required to show the facts relating to the legality and
22 marketability of the Bonds as the same appeu from the books and records under their custody
23 and control or as otherwise known to them, and all such certified copies, certificates and
24 affidavits, including any heretofore furnished, shall be deemed representations of the City as to
25 the facts recited therein.
26 22. NeQative Covenants as to Use of Proceeds and Imurovements. The City
27 hereby covenants not to use 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 actions will be taken over the term of the Bonds that would cause them to be private activity
32 bonds, and the average terxn of the Bonds is not longer than reasonably necessary for the
33 govemmental purpose of the issue. The City hereby covenants not to use the proceeds of the
34 Bonds in such a manner as to cause the Bonds to be "hedge bonds" within the meaning of
35 Section 149(g) of the Code.
36 23. Tas-Exempt Status of the Bonds• Rebate; Elections. The City shall
37 comply with 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 limitation requirements relating to temporary periods for inveshnents, limitations on amounts
40 invested at a yield greater than the yield on the Bonds, and the rebate of excess investment
41 earnings to the United States.
1377507v2
28
L7
oa-�s�
The City expects that the two-yeaz expenditure exception to the rebate
requirements may apply to the conshuction proceeds of the Bonds.
3 If any elections are availabie now or hereafter with respect to arbitrage or rebate
4 matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
5 Services, or any of them, aze hereby authorized and directed to make such elections as they deem
6 necessary, appropriate or desirabie in connection with the Bonds, and all such elections shall be,
7 and shall be deemed and treated as, elections of the City.
8 24. No Desienation of Oualified Tax-Exempt Oblitations. The Bonds,
9 together with other obligations issued by the City in 2002, exceed in amount [hose which may be
10 qualified as "qualified tas-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 shali comply with the provisions of the Letter of Representations, as it may be amended or
17 supplemented by the City from time to time with the agreement or consent of The Depository
18 Trust Company.
19 26. Neeotiated Sale. The City has retained Springsted Incorporated as an
20 independent 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 2(9).
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 i5c2-12 (the "Rule"),
25 promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
26 Securities 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 reco�ized municipal
29 securities information repository ("NRMSIR") and to the appropriate state information
30 depository ("SID"), if any, for the State of 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 from 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 Municipal Securities Rulemaking Boazd ("MSRB") and (ii) the SID, notice of
36 the occurrence of certain material events with respect to the Bonds in accordance with the
37 Undertaking.
38 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
39 or to the MSRB and (ii) the SID, no6ce of a failure by the City to provide the annual
40 financial information with respect to the City described in the Undertaking.
is��so��z 29
��� p'.��— p �<; ��S
`�.: � � ; `� � Z q
1 The City agrees that its covenants pursuant to the Rule set forth in this paragraph
2 27 and in the Undertaldng are intended to be for the benefit of the Holders of the Bonds and shali
3 be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
4 these covenants shall be limited to a right to obtain specific enforcement of the City's obiigations
5 under the covenants.
6 The Mayor and Director, Office of Financial Services, or any other officers of the
7 City authorized to act in their stead (the "Officers"), aze hereby authorized and directed to
8 execute on behalf of the City the Undertaking in substantially the form presented to the City
9 Councii, subject to such modifications thereof or additions thereto as are (i) consistent with the
10 requirements 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 held 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 remauung provisions of this
14 resolution.
15 29. Headin�s. Headings in this resolution are included for convenience of
16 reference only and are not a part hereof, and shall not limit or define the meaning of any
17 provision hereof.
Reques e ment o£ �rt/��� ,
� P�
By:
Form Approved by City Attorney
a � G
a—IS��o?
Adoption Certified by Councii Secretary
m
Ap'
�
Appro � d by Mayor for Sub ission to Council
By:
is��so��z 30
Adopted by Council: Date '1.9�. ��7 �'�o o y
�
»
O a--�S `�
No 113507
initiawate
of Finandai Secvices
TOTAL # OF SIGNATURE PAGES
iis resoluGOn accepts the winning proposal and awards the bid for the $19,000,000 G.O.
ap'rtal Improvement Bonds Series 2002A. This is a competitive bond sale afW fhe award
going to the bidder found most advantageos (lowest cost) to the City.
dDATION Approve (A) of fteJeG
PLANNING COMMISSION
CIB COMMITTEE
CIVIL SERVICE COMMISSION
PROBLEM ISSUE, OPPORTUNIN (Who, What, When, Where, Why)
re for the purpose of funtling the bontl financing portion of the Capital Improvemerd Budget.
DATEINfiNTED
oy,�o2 GREEN SHEET
/SSIGN
NUNBERFOR
ROUfING
o��
u OEPAKIMEMdRECfOR � 4I CRYCOUNCtl.
� CRYATlORxET � CrtTGLEW( I
❑ FlNqNGIpLSERVICESDIit _� FlWWqq1.SERVIACGTG I
0 �„V� ❑ I
1_ (CLIP ALL LOCATIONS FOR SIGNATURE) f
��.'�.l'��? �"�?;�`"�
IF
be available Por ihe qB Budget.
�
k �� �
DISADVANTAGES IF APPROVED
Non¢
needed fw capital projectr vn71 noi be available.
OP TRANSACTION S S�e.uoo,aoo
FUNDING SOURCE
INFORMATION (EXPWN)
COST/REVENUE BUDGETEO (CIRCLE ONE)
ACTIVIN NUMBER
:RSONAL SERVICE CONTRACTS MUST ANSWER THE FOLLOWING QUESTIONS:
Has tliis perso�rm e�er vrorked under a coMract for this tlepa�ent?
VES NO
Has lltis perSONfirm ever been a city employee?
VES NO
Does this persoNfirm possess a skill not normally possessed by any currem cM1y employee?
YES NO
Is this persoNfirm a fargeted vendor?
YES NO
olain all ves answers on seoarate sheet and attach to areen sheet
YES NO
oa.-1sq
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
4 WHEREAS, The Depository Trust Company, a limited putpose trust company
5 organized under the laws of the State of New York, or any of its successors or uccessors to its
6 functions hereunder (the "Depository"), will act as such depository with res ct to the Bonds
7 except as set forth below, and the City has heretofore delivered a letter o epresentations (the
8 "Letter of Representations") setting forth various matters relating to th epository and its role
9 with respect to the Bonds; and
10 WHEREAS, the City will deliver the Bonds in e form of one certificate per
11 maturity, each representing the entire principal amount of t Bonds due on a particular maturity
12 date (each a"Global Certificate"), which single certificate er maturity may be transferred on the
13 City's bond register as required by the Uniform Comme ial Code, but not exchanged for smailer
14 denominations unless the City determines to issue Re acement Bonds as provided below; and
15 WHEREAS, the City will be able t replace the Depository or under certain
16 circumstances to abandon the "global book-entr form" by permitting the Global Certificates to
17 be exchanged for smailer denominations typic of ordinary bonds registered on the City's bond
18 register; and "Replacement Bonds" means t certificates representing the Bonds so
19 authenticated and delivered by the Bond R gistrar pursuant to paragraphs 6 and 12 hereof; and
20 WHEREAS, "Holder" a used herein means the person in whose name a Bond is
21 registered on the registration books o he City maintained by the registrar appointed as provided
22 in paragraph 8(the "Bond Registrar' ; and
23
24
25
26
27
28
29
30
31
32
33
34
WHEREAS, Rul Sc2-12 of the Securities and Exchange Commission prohibits
"participating underwriters" fr purchasing or selling the Bonds unless the City undertakes to
provide certain continuing di losure with respect to the Bonds; and
WHEREA , pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
public sale requirements o not apply to the Bonds if the City retains an independent financial
advisar and determine o sell the Bonds by private negotiation, and the City has instead
authorized a competi ve sale without publication of notice thereof as a form of private
negotiation; and
�
Incorporated p�
EAS, proposals for the Bonds have been solicited by Springsted
to an Official Statement and Terms of Proposal therein:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
Paul, Mi esota, as follows:
35 1. Acceutance of Pronosal. The proposal of
36 (the Purchaser"), to purchase $19,000,000 General Obligation Capital Improvement Bonds,
37 S'es 2002A, of the City (the "Bonds", or individualiy a"Bond"), in accordance with the Terms
38 f Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the
39 Bonds the sum of $ , plus interest accrued to settlement, is hereby found,
1377507v2
oa.
1 detemiined and declazed to be the most favorable proposal received and is hereby accepted, and
2 the Bonds are hereby awazded to the Purchaser. The Director, Office of Financial Services, or
3 his designee, is directed to retain the deposit of the Purchaser and to forthwith return to the others
4 making proposals their good faith checks or drafts.
5 2. Title• Orisinal Issue Date� Denominations: Maturities. The Bonds shall be
6 titled "General Obligation Capital Improvement Bonds, Series 2002A", shall be dated March l,
7 2002, as the date of original issue and shall be issued forthwith on or after such date as fully
8 registered bonds. The Bonds shall be numbered from R-1 upwazd. Global Certificates hall each
9 be in the denomination of the entire principal amount maturing on a single date, or, ' a portion
10 of said principal amount is prepaid, said principal amount less the prepayment. eplacement
11 Bonds, if issued as provided in pazagraph 6, shall be in the denomination of ,000 each or in
12 any integ'al multiple thereof of a singie maturity. The Bonds shall matur on March 1 in the
13 years and amounts as follows:
Yeaz
2003
2004
2005
2006
2007
14
15
16
17
18
19
20
21
22
Amount
$1,650,000
1,680,000
1,725,000
1,775,000
1,835,000
2009
2010
2011
2012
Amount
$1,905,000
1,980,000
2,060,000
2,150,000
2,240,000
3. Purpose. The Bon shall provide funds for the construction of the capital
improvements in the City's 2002 ca
payxnents on a lease relating to the
deposited and used as provided in
for 1971, Chapter 773, as
purpose permitted by law
enumerated in Minnesota
of the Bonds. Work on tY
pital 'mprovement budget (the "Improvements"), including
Ci 's central library. The proceeds of the Bonds shall be
> agraph 17, for the purpose described by Laws of Minnesota
, and any excess moneys shall be devoted to any other
�l cost of the Improvements, which shall include all costs
Section 475.65, is estimated to be at least equal to the amount
ements shall proceed with due diligence to completion.
23 4. terest. The Bonds shall bear interest payable semiannually on March 1
24 and September 1 of e ch year (each, an"Interest Payment Pate"), commencing September 1,
25 2002, calculated o the basis of a 360-day year of twelve 30-day months, at the respective rates
26 per annuxn set fo opposite the maturity years as follows:
Interest Rate
2004
2005
2006
2007
27
%
Maturitv Year
2008
2004
2010
2011
2012
Interest Rate
%
1377507v2
t�
�
10
11
12
13
14
15
16
17
oa _�sq
Fund as provided by law, or to pay any rebate due to the United States. No portion of the
proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investment/
or to replace funds which were used directly or indirectly to acquire higher yieiding inves ents,
except (1) for a reasonable temporary period until such proceeds aze needed for the p se for
which the Bonds were issued, and (2) in addition to the above in an amount not grea r than
$100,000. To this effect, any proceeds of the Bonds and any sums from time to ' e held in the
Account or said special account in the Fund (or any other City account which 11 be used to pay
principal or interest to become due on the bonds payable therefrom) in exce of amounts which
under then-applicable federal azbitrage regulations may be invested with t regazd as to yield
shall not be invested at a yield in excess of the applicable yield restrict' ns imposed by said
azbitrage regulations on such inveshnents after taking into account applicable "temporary
periods" or "minor portion" made available under the federal arbi ge regulations. In addition,
the proceeds of the Bonds and money in the Account or the F shall not be invested in
obligations or deposits issued by, guaranteed by or insured by e United States or any agency or
instrumentality thereof if and to the extent that such invest nt would cause the Bonds to be
"federally guaranteed" within the meaning of Section 149,Fb) of the federal Intemal Revenue
Code of 1986, as amended (the "Code"). /
18 18. Tas Levy; Covera eP Test. T provide moneys for payment of the
19 principal and interest on the Bonds there is hereb evied upon all of the tasable property in the
20 City a direct annual ad valorem tax which shall e spread upon the tax rolls and collected with
21 and as part of other general property taxes in e City for the yeazs and in the amounts as
22 follows:
Year of Tax
Levy
2001*
2002
2003
2004
2005
2006
2007
2008
23 � heretofore
24 upon sale o1
Year of Tax
Collection
2002*
2003
2004
2005
2006
2007
2008
2009
2010
2011
Amount
$
�d or provided from other available City funds, including premium received
bonds
25 The tas levies are such that if collected in fuil they, together with estimated
26 collecf ns of any other revenues herein pledged for the payment of the Bonds, will produce at
27 least ive percent (5%) in excess of the amount needed to meet when due the principal and
28 int est payments on the Bonds. The taac levies shall be inepealable so long as any of the Bonds
29 outsianding and unpaid, provided that the City reserves the right and power to reduce the
t3nso��z 2�
85 SEVE�.�'TH PLACE EAST, SUITE 100
SAINT PAiiL, MN 55101-2887
65L2233000 FAX:651.223.3002
E-MAIL: ad�icors@springsted.com
��
February 27, 2002
Mr. Peter Hames, Director of Financial Services
City of St. Paul
O�ce of Financial Services
160 City Hall
15 West Kellogg Blvd
Saint Paul, MN 55102
�
� �
r
�
SPRINGSTED
Arlvisors to the Publir Sectm
Oa- t5�
Mr. Tony Schertler, Director
Saint Paui Housing and Redevelopment Authority
1400 City Hall Annex
25 West 4th Street
Saint Paul, MN 55102
RE: Recommendations for Award of City of Saint Paul's:
$19,000,000 General Obligation Improvement (CIB) Bonds, Series 2002A
$2,915,000 Generai Obligation Street Improvement Special Assessment (Street) Bonds,
Series 2002B and
$2,335,000 Taxable General Obligation Riverfront Tax Increment (TIF) Refunding
Bonds, Series 2002C
Dear Mr. Hames and Mr. Schertler
This Ietter summarizes the results of the competitive bids opened at 10:30 A.M. this morning for
these three issues.
Purpose of Issues
The purpose of the CIB issue is to fund various capital improvements as part of the City's annual
Capital Improvement Program. The CIB issue will be repaid by property tax levies.
The purpose of the Street issue is twofold: first, to fund portions of the City's annual street
improvement program; and second, to "currenY' refund the 1991B and 1992B Street
improvement issues to achieve lower annual interest costs. The 1991 B and 19926 issues have
outstanding interest rates at a combined level of approximately 6.4%. The estimated "neY'
interest cost savings at the time of initiating this process were $231,000 on a future value basis
and $187,000 on a present value basis, all estimates after deduction of all related issuance
costs. The present value savings estimate as a percent of the present value of refunded debt
service was 8.05%. This Street issue, 6oth the new project and the refunding portions, is
expected to be repaid by special assessments on benefiting properties.
The purpose of the T�F Refunding issue is to "current" refund the 1993D TIF bonds, issued to
fund projects by the HRA in the Riverfront TIF District. The refunding is intended to achieve
lower annual interest costs. The 1993D bonds have outstanding interest rates at approximately
7.92%. The estimated "neY' interest cost savings at the time of initiating this process were
$254,500 on a future value basis and $194,000 on a present value basis, all estimates after
deduction of all related issuance costs. The present value savings estimate as a percent of the
present value of refunded debt service was 7.67%. This refunding bond issue is expected to be
repaid from the same source as the outstanding bonds, the Riverfront TIF District.
CORPORATE OFF/CE: SAINT PAUL, MN � Visit our website at www.springsted.com
IOWA • KANSAS � MINNESOTA � VIRGINIA � WASHINGTON, DC � WISCONSIN
City of Saint Paul, Minnesota
February 27, 2002
Page 2
Tax-Exempt Market Rates
o�_ISq
The tax-exempt and taxabie interest rate markets have declined to very low levels from the
November — December 2001 peaks following the September 11"' aftermath. The primary
national index of tax-exempt rates is the Bond Buyers Index (BBI). At the time of this sale the
BBI is at 5.10%, a very Iow rate from a historical perspective.
Sale Results
The City received three bids on the CIB issue. The senior managers of the bidding syndicates
were as follows:
Rank Bidder
US Bancorp Piper Jaffray
RBC Dain Rauscher
Morgan Stanley
TIC %
3.7160%
3.7622%
3.7829%
The lowest or best bid was received from US Bancorp Piper Jaffray at a true interest rate of
3.7160%. Last year's CIB sale received a winning bid of 4.1343%. This low bid reduces total
interest payments of the term of the issue by approximately $300,000 from the estimate made at
the time the sale process began.
The City received three bids on the Street Issue:
Rank Bidder
US Bancorp Piper Jaffray
RBC Dain Rauscher
Morgan Stanley
TI C(%�
3.9039%
3.9209%
3.9455%
The lowest or best bid was received from US Bancorp Piper Jaffray, at a true interest rate of
3.9039%. For the refunding portion of this issue, the interest rate differential between the
outstanding bonds and this refunding issue is approximately 2.5%. This refunding would reduce
"neY' interest costs by $267,700 in future value and $223,000 in present value terms, after
deduction of all related issuance costs. The present value as a percent of refunded debt service
is 10.51%.
The difference in interest rates between these two issues is the result of the respective
repayment terms of the issues, with the CIB being the shorter term and the Street issue being
the longer term. In general, shorter-term issues have lower interest rates than longer issues.
The City received seven bids on the Taxable TIF Refunding Issue:
Rank Bidder
United Banker's Bankers
Cronin & Company, Inc.
Miller Johnson Steichen Kinnard, Inc.
US Bancorp Piper Jaffray inc.
NBC Capital Markets Group, Inc.
Griffin, Kubik, Stephens & Thompson, Inc.
Morgan Keegan & Co., Inc
TIC %
52895%
5.3807%
5.3867°!0
5.4408%
5.4504%
5.4715%
5.5471 %
City of Saint Paul, Minnesota
February 27, 2002
Page 3
oa-tsq
The lowest or best bid was received from United Bankers Bank at a true interest rate of
5.2895%. The interest rate differential between the outstanding bonds and this bid is
approximately 2.60%. This refunding would reduce "neY' interest costs by $336,000 in future
value and $269,000 in present value terms, after deduction of all related issuance costs. The
present value as a percent of refunded debt service is 10.35%. This level is far in excess of the
estimates when this process was started.
We would note the relative value of tax exemption on Saint Paul's municipal bonds as reflected
in the generai interest rate difference between the °tax-exempt" CIB issue and the Taxable 7{F
Refunding issue.
We require bidders to submit their bids on a"True Interest Rate (TIC) basis, so as to reflect the
present value of their bids and thereby ensure the City award based on the lowest cost to the
City. We have enclosed bid tabulation forms for each issue summarizing the bid specifics and
composition of each underwriting syndicate.
Recommendation
We recommend award of sale to US Bancorp Piper Jaffray on the CIB issue and Street Issue,
and to United Banker's Bank on the Taxable TIF Refunding Issue.
Basis of Recommendation
We believe the interest rates received by the City today reflect
issue. The objectives underlying each issue were exceeded with
estimates, and interest cost savings on the refunding issues well
profile each City issue to a national market index, Delphis-Hanover
better than the national "AAA" rated index level.
Credit Rating
aggressive bidding on each
interest rates well below the
in excess of estimates. We
These issues sold at rates
We have enclosed the written reports on the City's general obligation rating for these issues
from Moody's, and Standard & Poor's. Both agencies reaffirmed the City's ratings at AAA from
S&P, and Aa2 from Moody's. Both agencies have indicated the outlook for the City ratings at
"stable". The City conducted an intensive effort with the rating service to the City on this very
successful issuance program.
We welcome any questions regarding this sale process.
Respectfully,
�� �,,�vc� �����JA�
avid N. MacGillivray
Chairman
sja
Enclosure
i
o i. lsi
' 85 E. SEVENTH PLACE, SiII'IE 100
' SAIIVT PAiIL, MN 55101-2887
651.223.3000 FAX:651223.3002
E-MAIL: advisors�a,sprinp,sted.com
//
$19,000,000
SPRINGSTED
Advisos w tfie Pubfic Sector
City of Saint Paul, Minnesota
General Obligation Capital Improvement Bonds, Series 2002A
(Book Entry Only)
Award:
Sale:
February 27,2002
Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interest NetInterest True Interest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE SERVICES, LLC
RBC DAIN RAUSCHER
ABN-AMRO FINANCIAL. SERVICES
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
STIFEL, NICOLAUS & CO., INC.
PRUDENI'LAI. SECURITIES, INC.
COMMERCE CAPTTAL MARKETS, INC.
t�celrod Associates, Inc.
Isaak Bond Inveshnenu,Inc.
The GMS Group,Inc.
Dougherty and Company LLC
U.S. Bancorp Piper Jaffray Inc.
Wells Fazgo Brokerage Services, LLC
1.45%
2.20%
2.70%
3.00%
3.35%
3.55%
4.00%
4.125%
2003
2004
2005
2006
2007
2008
2009-2011
2012
3.00% 2003-2004
3.50% 2005
3.75% 2006-2007
4.00% 2008-2010
4.25% 2011-2012
$18,968,305.16
$4,106,99234
3.7160°k
$19,205,025.60
$4,181,886.90
3.7622%
(Continued)
CORPOR4TE OFFICE: SAINT PAUL, MN • Visi[ our website a[ www.spriogsted.com �
DES MOINFS, IA • MILWAUKEE. WI • MINNEAPOLIS, MN • OVERLAND PARK, KS • VIRG�NIA BEACH, VA • WASHINGTON, DC
�
Interest Netlnterest True Interest ,
Bidder Rates Price Cost Rate
MORGAN STANLEY, 3.00% 2�3-2005
MORGAN STANLEY DW INC. 3.50% 2006-2007
UBS PAINEWEBBER INCORPORATED 4.00% 2008-2012
SALOMON SM1TH BARNEY
CRONIN & COMPANY, INCORPORATED
CITIZENS BANK
CIBC WORLD MART�'.TS
STEPHENS, INC.
BEAR, STEARNS & CO., INC.
CHARLES SCHWAB & COMPANY
HUTCHINSON, SHOCKEY, ERLEY & COMPANY
NIKE SECURT'I'IES, L.P.
$19,036,784.10 $4,179,190.90 3.7829%
Reoffering Schedule oF the Purchaser
Rate
Yeaz
Yield
1.45%
2.20%
2.70°k
3.00%
335%
3.55%
4.00%
4.00%
4.00%
4.125%
2003
2004
2005
2006
2007
zaox
2009
2010
2011
2012
Paz
Paz
Paz
Paz
Paz
Paz
3.75%
3.90%
Paz
Paz
BBI: 5.10%
Average Matdrity: 5.788 Years
' 85 E. SEVENTE; PLACE, SUITE 100
- SAINT PAUL, MN 55101-2887
651.223.3000 FAX:651.223.3002
E-MAI[.: advisoisa�springsted.com
//
$2,915,000*
0 �-15°�
SPRINGSTED
Advisors m the Public Sector
City of Saint Paul, Minnesota
General Obligation Street Improvement Special Assessment Bonds, Series 2002B
(Book Entry Only)
Award:
Sale:
February 27,2002
Moody's Ra6ng: Aa2
Standard & Poor's Rating: AAA
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE
SERVICES,LLC
RBC DAIN RAUSCHER
1.45%
2.20%
2.70%
3.00%
3.35%
3.55%
3.75%
3.90%
4.00%
4.125%a
4.375%
1.55%
2.75%
3.00%
335%
3.55%
3.75%
3.90%
4.00%a
4.125%
4.25%
4.40%
2003
2004
2005
2006
2007
2008
2009
2010
2011-2012
2013
2014
2003
2004
2005-2006
2007
2008
2009
2010
2011
2012
2013
2014
$2,891,680.00
$2,898,527.55
$707,943.�5
$711,877.45
3.9039%
«Yd�l'SYd
(Continued)
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE SERVICES, LLC
CORPORATEOFFICE: SAINTPAUL,MN • Visitourwebsiteatwwwspriogsfed.com
DES MOINES, IA • MII.WAUKEE, WI • MINNEAPOLiS, MN • OVERLAND PARK K3 • VIRGINIA BEACH, VA • WASF�NGTON, DC
Interest Netlnterest True Interest .
Bidder Rates price Cost Rate
MORGAN STANLEY,
MORGAN STANLEY DW INC.
UBS PAINEWEBBER INCORPORATED
SALOMOAf SMITH BARNEY
CRONIN & COMPANY, INCORPORATED
CIBC WORLD MARKETS
CPfIZENS BANK
STEPHENS, INC.
BEAR, STEARNS & CO., INC.
CHART.FS SCHWAB & COMPANY
HUTCHINSON, SAOCKEY, ERLEY &
COMPANY
NIKE SECURITIES, L.P.
3.00% 2003-2005
3.50% 2006-2007
4.00% 2008-2012
4.20% 2013
4.40% 2014
$2,914,679.85 $717,330.18 3.9455%
Reoffering Schedule of the Purchaser
Rate
1.45%
220%
2.70%
3.00%
3.35%
3.55%
3.75%
3.90%
4.00%
4.00%
4.125%
4.375%
Year
2003
2004
20p5
2006
20(YI
2008
2009
2010
Zor i
aorz
2013
2014
Yield
Paz
Paz
Paz
Paz
Paz
Paz
Paz
Paz
Paz
4.125%
4.25%
4.40%
BBI: 5.10%
Average Maturity: 6.202 Years
�` Subsequent to bid opening, the issue size was not changed.
1
85 E. SEVENTfi PLACE, SII17�E 100
SAINT PAUL, MN 55101-2887
651.223.3000 FAX:651.223.3002
E-MAIL: advisors��sprinQsted.com
��
$2,335,000�
SPRINGSTED
Advisors w the Public Swnr
City of Saint Paul, Minnesota
TaTCable General Obligation RiverFront Ta7c Increment Refunding Bonds, Series 2002C
(Book Entry Only)
Award:
Sale:
Uuited Bankers' Bank
February 27,2002
Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
UNTIBD BANKERS' BANK
CRONIN & COMPANY, INCORPORATED
SALOMON SMITH BARNEY
MORGAN STANLEY,
MORGAN STANLEY DW INC.
UBS PAINEWEBBER INCORPORATED
CTTIZENS BANK
MiT.T.F JOHNSON STEICHEN
KINNARD, INC.
BERNARDI SECURITIES, INCORPORATED
2.90%
3.45%
4.25%
4.60%
4.75%
5.00%
5.20%
5.35%
5.50%a
5.65%
3.00°k
4.15%
5.00%
5.10%
535%
5.50%
5.60%
5.70%
3.00%
3.60%
4.20%
4.50%
4.80%
5.20%
5.30%
5.50%
5.55%
5.65%
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2003-2004
2005
2006-2007
2008
2009
2010
2011
2012
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
$2,318,655.00
$2,32Q666.50
$2,315,152.50
$730,012.50
$743,064.75
$742,611.88
5.2895%a
53807%
53867%
(Condnued)
CORPORATE OFFICE: SAINT PAl)1., MN • Y�sit our websice a[ www.s7rhngsced.com
DES MOINF-S, IA • MII.WAUKEE, WI • MINNHAPOLIS, MN • OVERLAND PARK, KS • VIIiGINL1B&1C31. VP. • WASHINGTON, DC
t
Interest Net Interest True Interest .
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE
SERVICES,LLC
NBC CAPITAL MARKETS GROUP, INC.
GRIFFTN, KUBIK, STEPHENS &
THOMPSON, INC.
MORGAN KEEGAN & CO., INC.
3.009'0 2003
3.40%a 2004
4.10% 2005
4.60% 2006
4.85% 2007
5.20% 2008
5.60% 2009
5.65% 2010
5.70% 2011
5.75% 2012
3.00% 2003
3.625% 2004
4.25% 2005
4.70% 2006
5.00% 2007
5.25°k 2008
5.40% 2009
5.55% 2010
5.75% 20I1
5.80% 2012
5.00% 2003-2006
5.25% 2007-2008
5.50% 2009-2010
5.625% 2011
5.75% 2012
4.50% 2003-2005 -
5.00% 2006-2007
5.50% 2008
5.60% 2009
5.75% 2010
5.80°k 2011
5.85% 2012
These Bonds are being reoffered at Paz.
$2,321,242.05
$2,321,953.85
$2,332,769.20
$2,331,330.35
$751,856.49
$753,077.92
$755,914.13
$767,309.03
F�f��:3'[7
5.4504%
F�iiFLi1
5.5471%
BBI: 5.10%
Average Maturity: 5.906 Years
* Subsequent to bid opening, the issue size was not changed
O�-�59
N
O
O
N
r
N
N
.
N r
O N
N }
N �
N Q
�
f � t6 m
� � ~ LL
W O � L11
Z[0 pH
Z � m
Q
� � � �
� � J
7 > - p ¢
Q O � fn
a Q -= z
f' E � O
Z — � �
Q � � �
-0 V � �
} O � O
F
n
U �a ~
O �
O
O ~
O� W
�3 �
w
�
Z
a
N O O
Q Z Z
L �
O � N
C O 4 _ -
� �
= O �
�n u � � C7
L X C � �C
N 'O f6 N N
p � � � c�
N
�
C
O
m
C
N
m j
a a
C Q
� �
o f
T fl-
U U
�
N
Q
O
O
0
O
O
0
� �
� �
fH -
.�
�
O
Z
v
�
7
N
c
O
Z
a
�
fII
�
CJ
Y
C
N
m
U
C
N
N
�
�
� w
•` (6
N �
O
N
�
� a�
O @
n�
7
O
U
0 0 0
O O O
O � �
e O a
O O O
� � �
0 0 0
O O �
t� N 1�
�— N N
0 0 0 0
O O O O
c*) M c7 C�
O O O O
O O O O
� i � �
0 0 0 0 0
O O O O O
OD a0 c`� c7 M
ln I� 6� O �—
M M C'') � V'
o e o o a o o a o 0
O O O O O O O O O O
Ln tn .- CO W W c0 Cn M M
� N� O M� I� 6) O �
�(V N fM M('� c`') (`'1 �7' V
�' °: o 0 0 0 0 0 0 o a o
.` m o00000000u�
t17 O O O tn tn tn O O N
w� �t N f� O M� f� O� � �
O � N N M M M M(`� � V'
N
�
�« o 0 0 0 0 0 0 0 0 0
c6 O O O O O O O O O�
� d' � O a O�� O O O N
0 � N� O M� O O O�-
(� � N N M C'7 M d' � V' �
� L
�
� }
N
�
M�t tn CO I� OD 6) O � N
0 � � � � � � r r
N N N N N N N N N N
d
io
�
�
G
�
O
�
N
W
m
E
U
�
.
m
�
�
i
�
a
�
�
a
c
�
N
�
�
U
U
�
�
O
�
d
N
O
Q.
O
V
C
0
W
F
�
�
Z
�
a
�
�Z- �s�
N
O
O
N
�
N
N
m
N
O
N N
y O
� T O
.L � N
N
� �- N
o a }
O � a
m w �
� C � (�
N
� � m LL
Z a N i N h
Z N � Q
� a Q W
"J U Ol J
Q fl. N �
av� E
y
Z � � �'
� � Q 4
O o � �
� n a�i 0
E Q
�
U � � N
� O �
a�
C7 � W
T
° o o d w
uj Z
rn
�
(�6 O O
Q Z Z
> � a
O N
� o `=
/4 �
= o �
v� u � � �
Q N C 7 C
� '6 f6 N (6
Q � � C m
N �
�
C
O
m N
lp O O
� Q Z Z
a�
� E o
(6
� > O �
o �-
� n � �m
� � rn �
w N a C'1
o � � � � �
�' � 'm N m
U � � � m
p p o O o 0 0 0 0 0 0 0
� � � 0 � � � � �� � �
p tn (O ch M M M c''7 O N �
c- O O O O O O O O O O O
O O O O O O O O O O O O
�� o 0 0 0 0 0 0 0 0 0 0
�(6 O � O � a O O O O O O
��' tn tn (p N cp a0 M M M I�
� � N t� O ch �IJ I� 6) O.- N
� .- N N ch M c`� M�`'� �' V' V
�
� � \° \ \° \° \° \° \° \ \ \° \ \
� o 0 0 0 0 0 0 0 0 0 0 0
Q (6 O O O O O O O O O O O O
] Q' ln � CO W CO OO (h M(h 1� O�
� � N t� O c7 � f� 6] O � N M
(� � N N M M M M M��� V
� � � � � � � � � � � � � �
� o 0 0 0 0 0 0 0 0 0 0 0
. m o 0 0 0 0 0 0 0 0� o 0
tn O O O��� O O N� O
�� �' N 1� O M u� i� O� O � N V
� � N N M c`� M(h M V V� d'
�
c a� ������������
� o 0 0 0 0 0 0 0 0 0 0 0
Q� O O O O O O O O O O��
� �n000��n�n000c�r
o �c.��oc�u�nrnoo�cn
U �c�ic�iririric�rivvvv
.._9' (p
� }
N
�
M V�(O I� CO � O � N M V'
O O O O O O O � � �
N N N�N N N N N N N N N
N
�
�
�
N
�
N
�
�
Q
O
U
�
�3
ni
�
�
G
�
0
�
�
�
c
�
N
i
N
�
0
U
�
�
O
N
R
O
a
O
U
C
�
ll.�
F
�
C7
Z
�
d
�
.�
O1_�s
• ST1lNDARD F.'' ,4 T[ N G� C3 I R E� T
F��OItS
Research:
St. Paul, Minnesota; Tax Secured, General Obligation; Utility, State
Revolving Funds/Pools
Publication date: 25-Feb-2002
Analyst: James Wiemken, Chicago (1) 312-233-7005; Jane Hudson, Chicago (1) 312-233-7012
Credit Profile
$2.3 miI muni debt muni issue ser 2002 C due 2012 AAA
Sale date: 27-FEB-2002
$2.9 miI muni debt muni issue ser 2002 B due 2014 AAA
Sale date: 27-FEB-2002
$19 mil muni debt muni issue ser 2002 A due 2012 AAA
Sale date: 27-FEB-2002
AFFIRMED
St Paul, Minnesota
$227.243 mil. St Paul
0
St Paul Port Auth, Minnesota
$16.080 mil. St Paul Port Auth (St Paul) AAA
OUTLOOK:
= Rationale
STABLE
The'AAA' rating on St. Paul, Minn.'s GO bonds reflects the city's:
. Deep and diverse local economy, which participates in the even broader Minneapolis-St. Paul
MSA economy;
. Consistently strong financial performance;
• Successful redevelopment efforts, which have helped spur downtown St. Paul's recovery; and
. Development of private and public partnerships, which should ensure the continuation of
downtown redevelopment without necessitating large city investments such as those undertaken
in the past.
After the city witnessed its downtown real estate values decline by more than 50% between 1985 and
1994, aggressive measures were taken to keep and attract businesses to the area. While substantiai
investments by the city carried potential risks, the more than doubling of downtown property values
since 1994 indicates the gains from these decisions are continuing even after the city has retired the
debt associated with some of the investments. The city, St. Paul Port Authority, and large consortium of
private-sector executives are continuing to promote development, which has led to a dramatic recovery
and should make ongoing growth possible with gradually decreasing investments by the city itself.
Economic fundamentafs for the city are strong with government, health care, insurance, and technology
firms anchoring the deep local employment base. Steady population growth continues; 2000 U.S.
Census figures indicate that median household incomes now exceed the national level.
St. Paul has consistently controlled spending through the downtown's decline and state property tax
reclassifications to maintain good reserve levels, which never dipped below 13% of expenditures. This
fiscal prudence continues with policies for cash flow and contingencies and consistently positive budget
variances from year-to-year. Following a$2.0 million general fund surplus during 2000, 2001 unaudited
a�.-�sy
results indicated a$950,000 deficit, representing a$9.8 million positive budget variance. After the small
drawdown, the general fu�d balance remains at a strong 23% of expenditures.
Debt ratios remain moderate at $1,803 per capita and 4% of market value. Of the city's �227 million in
GO debt outstanding, $112 million is supported by ad valorem taxes; of the remainder, user fees, tax
increment revenues, special assessments, and parking revenues are supported by $31 million; $34
million; $24 million; and $21 million, respectively.
= OUtIOOk
The stable outlook reflects Standard & Poor's expectation of the city's continued economic stability and
its continued progress in redeveloping the downtown St. Paul area. In addition, the outlook reflects
Standard 8 Poor's expectation that the city will be able to maintain its strong financial position.
G Economy
St. Paul's overall economy continues to share in the strength of the entire Minneapolis-St. Paul MSA. A
diverse employment base includes:
. 3M;
• State government;
. U.S. Bancorp Piper Jaffray Inc.;
. HealthEast Care System, Children's Hospital, United Hospital, and Regions Hospital;
. St. Paul schools;
. Lawson Software;
. Ecolab Inc.; and
. St. Paul Cos. Inc. and Minnesota Life Insurance Co.
While income projections during the 1990s indicated that both per capita and median household income
levels for the city were about 8% below national levels, 2000 U.S. Census data from the "Supplemental
Survey" of the nation's 64 largest cities indicates that St. Paul's median household income is 10%
higher than the median level for all areas surveyed.
St. Paul's economy continues to benefit from growfh in the Twin Cities area; meanwhile, downtown St.
Paul continues to be the scene of redevelopment. Residential and retail development is now increasing,
spurred by past and current development of office space, entertainment venues, and tourist facilities.
Including projects due to be completed during 2002, more than $1.5 billion in new investments have
occurred in the city since 1988.
To attract, manage, and coordinate these investments, the city, port authority, and private sector have
formed a development framework. The St. Paul Department of Economic Development and the St. Paul
Port Authority form the public sector wing; together they will serve to coordinate community needs,
redevelop brownfields, and provide vocational training. The local chamber of commerce and a
consortium of corporate executives acting as the Capital City Partnership account for the private-sector
component, which has played a key role in attracting major projects like a National Hockey League
franchise to the city. Nonprofit and public-private ventures, such as the Saint Paul Rivertront
Development Corp. and the Metro East Development Partnership, have emerged to plan and promote a
comprehensive development plan in targeted areas.
= Finances
St. Paul has consistently maintained a strong financial position despite declines in property values
through 1995 and lowered taxable values in 1997-1998. The city has kept annual growth in general
operating expenditures below inflation at about 2.4%, limiting the need for significant tax increases.
Excluding nonrealized investment losses, the city realized consecutive operating surpluses from 1991-
2000. Although the city realized a small deficit during 2001, the drawdown was due to planned
expenditures for increased public safety; e-government initiatives; and GASB 34 implementation, as
opposed to revenue shortfalls. Even the city's more economically sensitive revenues, such as sales
taxes and hotel-motel taxes, continued to grow during 2001, albeit at slower rates.
oa . � s�
Conservative budgetary practices have aided these strong financial trends. Historically, the city's actual
revenues have averaged 101.3% of the budgeted amount while actual expenditures have averaged
96.5%. The city holds reserves equal to 10% of expenditures for cash flow purposes and now holds
additional reserves equal to 5°/o of expenditures for contingencies. The 2002 budget continues the city's
practice of budgeting some use of reserves; policies, however, limit the use of such reserves.
Copyright �O'1994-2002 Standard & Poors, a division of The McGrawHill Companies. All Rights �
Reservetl. Privacy Policy 4ni6,"su�..tT,al&C»nwJhiti;mquni�
Oa.-�sq
MOODY'S ASSIGNS Aa2 RATING TO ST. PAUL'S (MN) $24.3 GENERAL
OBLIGATION BONDS
$261.6 MILLION IN DEBT AFFECTED
St. Paul (City of) MN
Municipality
Minnesota
Moody's Rating
Issue
Rating
General Obligation Capital Improvement Bonds, Series 2002A Aa2
Sale Amount 519,000,000
Expected Sale Date 02/27/02
Rating Description General Obligation Unlimited Tax
General Obligation Street Improvement Special Assessment
Bonds, Series 2002B Aa2
Sale Amount 52,915,000
Expected Sale Date 02/27/02
Rating Description General Obligation Unlimited Tax
Taxable Genesal Obligation Riverfront Tax Increment
Refunding Bonds, Series 2002C Aa2
Sale Amount $2,335,000
Expected Sale Date 02/27/02
Rating Description General Obligation Unlimited Tax
NEW YORK, February 25, 2002 -- Moody's has assigned a Aa2 rating,
with a stable outlook, to the City of Saint Paul (MN) $19,000,000
General Obligation Capital Improvement Bonds, Series 2002A,
$2,915,000 General Obligation Street Improvement Special
Assessment Bonds, Series 20028, and 92,335,000 Taxable General
Obligation Riverfront Tax Increment Refunding Bonds, Series
2002C. At this time we have also affirmed the city's Aa2 rating
affecting $261.6 million of outstanding general obligation bonds.
Proceeds from the Series 2002A and a portion of Series 2002B
bonds will be used to fund various capital improvements. The
refunding portion of the Series 2002B bonds, $1.9 million, will
be used to refund Series 1991B and 1992B bonds for a net present
value savings of 9.10 of refunded principal. The Series 2002C
bonds will be used to refund Series 1993D bonds for a net present
value savings of 8.5% of refunded principal. The bonds are
ultimately secured by the city's general obligation unlimited tax
pledge, and the Aa2 rating is based on the city's sizable and
growing tax base anchored by the state capital; a trend of sound
financial management and strong reserve levels; and a high, but
manageable debt burden.
STATE CAPITAL AND ONGOING RESIDENTIAL REDEVELOPMENT PROVIDE
STASLE ECONOMIC BASE
o�._ �.s q
Saint Pau1 is the state's capital and second largest city.
Although generally a mature urban city, redevelopment and new
residential development have generated healthy tax base growth
averaging 8.7o for each of the last five years. Even with the
national economic slowdown, the value of residential building
permits issued in 2001 grew by 2.20, to $414 million, from 2000.
The 2000 census indicated that the population of Saint Paul grew
by 5% from 1990, to 287,151. As state capital, the economic base
is characterized by a sizable government sector (close to 40,000
total employees), with a significant health care presence. Over
70,000 higher education students provide an additional measure of
economic stability. The city has continued to redevelop its
downtown, adhering to a long-term strategy to revitalize the
city's office, entertainment and cultural facilities. Recent
completion of a$65 million convention center and $175 million
event facility, combined with various new commercial and cultural
projects, have anchored the central business district's
redevelopment efforts.
The national economic recession has had some impact on Saint
Paul. Unemployment has increased to 4.0% in December 2001,
compared to 2.1°s a year ago. Also, the central business
district's overall office vacancy rate increased to 8.10 in 2001
from 5.5°s in 2000. Despite some evidence of a slowed local
economy, Moody's expects that the city's aggressive commercial
and residential redevelopment efforts to contribute to healthy
population growth and economic expansion going forwaxd.
SREND OF SOUND FINANCIAL MANAGEMENT, BUT REVENUE AND EXPENDITURE
PRESSDRES EXIST
Moody's expects financial operations to remain sound given the
city's history of conservative budgeting and the maintenance of
adequate reserve levels. Saint Paul financial operations are
supported largely by state aid, 47°s of general fund revenue in
fiscal 2000. The state is currently deliberating over plans to
close a$2.0 billion budget deficit in the current biennium and a
$2.5 billion gap in the 2004-2005 biennium. Although state aid to
Saint Paul currently appears to be secure, continued state budget
pressures could potentially impact the city, to the extent that
the state cuts aid to 1oca1 governments to solve its budget gap.
The city historically appropriates approximately Sa of its budget
from reserves, but conservative revenue projections and lower
than anticipated expenditures eliminate the need to use reserves
to fund operations. Preliminary fiscal 2001 results indicate a
slight use of reserves, $951,000, which was much less than the
$10.7 million budgeted. Of the city's $44.6 million of General
Fund reserves, $17.6 million was reserved for cash flow purposes
and $10.4 million was reserved for next year's budget. The city
maintains $8.8 million, 5.2o of revenue, in reserve for property
tax relief which would be available if needed for emergencies.
Whi1e Moody's believes that reserves are currently adequate, the
state's budget problems and the need for increased funding for
o>-�sq
public safety and health care could result in pressure to reduce
reserve levels.
HIGH, BUT MANAGEABLE, DEBT LEVELS
Moody's believes that Saint Paul's debt burden, while high at
6_1%, is manageable given continued tax base growth and the use
o£ special assessments and tax increment revenue to repay
approximately 25% of the city's direct debt. Debt is amortized
rapidly; 78% is retired within 10 years. Officials report plans
to issue approximately $21.5 million of general obligation debt
in fiscal 2003 to fund the city's ongoing capital improvement
plan. The city's capital program is supplemented by the city's
one-half cent sales tax that is used to support debt associated
with the RiverCenter and the Saint Paul and Housing and
Redevelopment Authority.
KEY STATISTICS:
2001 estimated population: 288,600
2001 full valuation: $12.5 billion
Full value per capita: 543,677
Unemployment (12/O1): 4.0%
Debt burden: 6.1%
Direct debt burden: 3.Sa
Payout of principal (10 years): 78.10
Fiscal 2000 General Fund balance: $44.6 (26.3% of General Fund
revenues)
ANALYSTS:
James Mintzer, Analyst, Public Finance Group, Moody's Investors
Service
Jonathan North, Backup Analyst, Public Finance Group, Moody's
Investors
Service
CONTACTS:
Journalists: (212) 553-0376
Research Clients: (212) 553-1625