02-160Am �Y.a� _�= eb . a't , ao o a,
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Presented By
Referted To
Committee:
ACCEPTING PROPOSAL ON SALE OF APPROXINIATELY
$2,915,000 GENERAL OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BONDS, SERIES 2002B,
PROVIDING FOR THEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
WHEREAS, the Director, Office of Financial Services, has presented proposals
received for the sale of approximately $2,915,000 General Obligation Street Improvement
Special Assessment Bonds, Series 2002B (the "Bonds"), of the City of Saint Paul, Minnesota
(the "City"); and
WHEREAS, the proposals set forth on Exhibit A attached hereto were received
pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 1030 A.M.,
Central Time, this same day; and
WHEREAS, the Director, Office of Financial Services, has advised this Council
that the proposal of v,.s, r •, � �,�as found to be the most advantageous and
has recommended that said proposal be accepte , and
WHEREAS, the City Council of the City has heretofore determined that it is
necessary and expedient to provide moneys for a current refunding of (1) the outstanding bonds
of the General Obligation Street Improvement Special Assessment Bonds, Series 1991B, dated
March l, 1991, as the date of original issue (the "Prior 1991 Bonds"), which are callable on
March i, 1999, and on any day thereafter, and (2) the outstanding bonds of the General
Obli?ation Street Improvement Special Assessment Bonds, Series 1992B, dated March l, 1992
as the date of original issue (the "Prior 1992 Bonds"), which are callable on March 1, 2000, and
on any day thereafter; and
WHEREAS, the Prior 1991 Bonds and Prior 1992 Bonds are collectively the
"Prior Bonds"; and
WHEREAS, refunding with the proceeds of the Bonds the outstanding Priar
Bonds maturing after March 1, 2002, for payment on April 1, 2002, is consistent with covenants
made with the holders thereof, and is necessary and desirable for the reduction of debt service
costs; and
WHEREAS, the proceeds of the Bonds will also finance certain street
improvements to be specially assessed, for which the City is proceeding pursuant to its Charter
and not Minnesota Statutes, Chapter 429, with any excess to be used for any other puxpose
permitted by law; and
Pa�� S � � 3 , '-t , � � } a� � a � � 3 0
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
Council File # � e1 ` � �.�
Green Shee[ # �� s e_�
'30
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WHEREAS, the City has heretofore issued registered obligations in certificated
form, and incurs substantial costs associated with their printing and issuance, and substantial .
continuing transaction costs relating to their payment, transfer and exchange; and
WHEREAS, the City has detemiined that significant savings in transaction costs
will result from issuing bonds in "giobal book-entry form", by which bonds aze issued in
certificated form in lazge denominations, registered on the books of the City in the name of a
depository or its nominee, and held in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities clearance and settlement system (the
"National System") registers transfers of ownership interests in the bonds by making
computerized book entries on its own books and distributes payments on the bonds to its
Participants shown on its books as the owners of such interests; and such Participants and other
banks, brokers and dealers participating in the National System will do likewise (not as agents of
the City) if not the beneficial owners of the bonds; and
WfIEREAS, "Participants" means those financial institutions for whom the
Depository effects book-entry transfers and pledges of securities deposited and immobilized with
the Depository; and
WFIEREAS, The Depository Tnxst Company, a limited purpose trust company
organized under the laws of the State of New York, or any of its successors or successors to its
functions hereunder (the "Depository"), will act as such depository with respect to the Bonds
except as set forth below, and the City has heretofore delivered a letter of representations (the
"Letter of Representations") setting forth various matters relating to the Depository and its role
with respect to the Bonds; and
WHEREAS, the City will deliver the Bonds in the form of one certificate per
maturity, each representing the entire principal amount of the Bonds due on a particular maturity
date (each a"Global Certificate"), which single certificate per maturity may be transferred on the
City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
denominations unless the City determines to issue Replacement Bonds as provided below; and
WHEREAS, the City will be able to replace the Depository or under certain
circumstances to abandon the "global book-entry form" by permitting the Global Certificates to
be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
register; and "Replacement Bonds" means the certificates representing the Bonds so
authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and
WHEREAS, "Holder" as used herein means the person in whose name a Bond is
registered on the registration books of the City maintained by the registrar appointed as provided
in paragraph 8(the "Bond Registraz"); and
WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
"participating undenvriters" from purchasing or selling the Bonds unless the City undertakes to
provide certain continuing disclosure with respect to the Bonds; and
WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
public sale requirements do not apply to the Bonds if the City retains an independent financial
1377608v2 Z
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advisor and determines to sell the Bonds by private negotiation, and the City has instead
authorized a competitive sale without publication of notice thereof as a form of private
negotiation; and
VJHEREAS, proposals for the Bonds have been solicited by Springsted
Incorporated pursuant to an Official Statement and Terms of Proposal therein; and
oa- ���
WHEREAS, in the Terms of Proposal relating to the Bonds the City reserved the
right to increase or decrease the issue size from the proposed $2,915,000 by not to exceed
$75,000, and to adjust the purchase price so that the adjusted purchase price bears the same ratio
to the adjusted principal as the proposal beazs to $2,915,000; and
WHEREAS, the City has detemuned not to adjust the principal amount from the
proposed $2,915,000:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
Paul, Minnesota, as follows:
1. Acceptance of Proposal. The proposal of U.S. Bancorp Piper Jaffray Inc.
(the "Purchaser") to purchase $2,915,000 General Obligation Street Improvement Special
Assessment Bonds, Series 2002B, of the City (the "Bonds", or individually a"Bond"), in
accordance with the Terms of Proposal for the bond sale, at the rates of interest hereinaRer set
forth, and to pay therefar the sum of $2,891,680, plus interest accrued to settlement, is hereby
found, determined and declared to be the most favorable proposal received and is hereby
accepted, and the Bonds are hereby awarded to the Purchaser. The Director, Office of Financial
Services, or his designee, is directed to retain the deposit of the Purchaser and to forthwith retum
to the others making proposals their good faith checks or drafts.
2. Title• Originai Issue Date' Denominations; Maturities. The Bonds shall be
titled "General Obligation Street Improvement Special Assessment Bonds, Series 2002B", shall
be dated March 1, 2002, as the date of original issue and shall be issued forthwith on or after
such date as fully registered bonds. The Bonds shall be numbered from R-1 upward. Global
Certificates shall each be in the denomination of the entire principal amount maturing on a single
date, or, if a portion of said principal amount is prepaid, said principal amount less the
prepayment. Replacement Bonds, if issued as provided in paragraph 6, shall be in the
denomination of $5,000 each or in any integral multiple thereof of a single maturity. The Bonds
shall mature on March 1 in the years and amounts as follows:
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Yeaz
2003
2004
2005
2006
2007
2008
Amount
$380,000
255,Q�Q
245,000
235,000
230,000
225,000
Year
2009
2Q10
2011
2012
2013
2014
Amount
$220,000
215,000
210,000
205,000
125,000
370,000
3. Purpose; Fin�. The Bonds in part shall provide funds for the
construction of various street improvements (the "Improvements") in the City, and any excess
construction funds 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 of the Bonds availabie for this purpose. Work on
the Improvements shall proceed with due diligence to completion. The Bonds (together with
other available fixnds in the Debt Service Funds created for the Prior Bonds) in part shali also
provide funds for a current refunding of all of the outstanding Prior Bonds matuiing after 2002
(which callable Prior Bonds are herein also referred to as the "Refunded Bonds"). The Prior
Bonds were issued to finance the costs of various street improvements (the "Priar
Improvements ). It is hereby found, determined and declared that this refunding of the Prior
,�
Bonds is pursuant to Minnesota Statutes, Section 475.67, and is necessary or desirable for the
reduction of debt service costs.
4. Interest The Bonds shall bear interest payable semiannually on March 1
and September 1 of each year (each, an"Interest Payment Date"), commencing September 1,
2002, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates
per annum set forth opposite the maturity years as follows:
Maturitv Year
2003
2004
2005
2006
2007
2008
Interest Rate
1.450%
2.200
2.700
3.000
3350
3.550
Maturity Year
2009
2010
2011
2012
2013
2014
Interest Rate
3.750%
3.900
4.000
4.000
4.125
4375
5. Description of the Global Certificates and Global Book-Entrv Svstem.
Upon their original issuance the Bonds will be issued in the form of a single Global Certificate
for each maturity, deposited with the Depository by the Purchaser and immobilized as provided
in para�aph 6. No beneficial owners of interests in the Bonds will receive certificates
representing their respective interests in the Bonds except as provided in paragraph 6. Except as
so provided, during the term of the Bonds, beneficial ownership (and subsequent transfers of
" 1377608v2 4
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beneficial ownership) of interests in the Global Certificates will be reflected by book entries
made on the records of the Depository and its Participants and other banks, brokers, and dealers
participating in the National System. The Depository's book entries of beneficial ownership
interests are authorized to be in increments of $5,000 of principal of the Bonds, but not smaller
increments, despite the larger authorized denominations of the Global Certificates. Payment of
principal of, premium, if any, and interest on the Global Certificates will be made to the Bond
Registrar as paying agent, and in tum by the Bond Registrar to ttie 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.
Payment of principal of, premium, if any, and interest on a Global Certificate may
in the City's discretion be made by such other method of transferring funds as may be requested
by the Holder of a Global Certificate.
6. Immobilization of Global Certificates bv the Depositorv: Successor
Depository; Replacement Bonds. Pursuant to the request of the Purchaser to the Depository,
which request is required by the Terms of Proposal, immediately upon the original delivery of
the Bonds the Purchaser will deposit the Global Certificates representing ali of the Bonds with
the Depository or its agent. The Giobal 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 pazagraph and in paragraph 12.
Certificates evidencing the Bonds may not after their original delivery be
transferred or exchanged except:
(i) Upon registration of transfer of ownership of a Global Certificate, as provided
in pua�raph 12,
(ii) To any successor of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the Depository or any substitute depository
must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
(iii) To a substitute depository designated by and acceptable to the City upon (a)
the determination by the Depository that the Bonds shall no longer be eligible far its
depository services or (b) a determination by the City that the Depository is no longer
able to carry out its fiznctions, provided that any substitute depository must be qualified to
act as such, as provided in clause (ii) of this subparagraph, or
1377608v2
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(iv) To those persons to whom transfer is requested in written transfer instructions
in the event that:
(a) the Depository shali resign or discontinue its services for the Bonds
and the City is unable to locate a substitute depository within two (2) months
foilowing the resignation or detemiination of non-eligibility, or
(b) upon a determination by the City in its sole discretion that (1) the
continuation of the book-entry system described herein, which precludes the
issuance of certificates (other than Global Certificates) to any Holder other than
the Depository (or its nominee), might adversely affect the interest of the
beneficiai owners of the Bonds, or (2) that it is in the best interest of the beneficial
owners of the Bonds that they be able to obtain certificated bonds,
in either of which events the City shall notify Holders of its detennination and of the
availability of certificates (the "Replacement Bonds") to Holders requesting the same and
the registration, transfer and exchange of such Bonds will be conducted as provided in
paragraphs 9B and 12 hereof.
In the event of a succession of the Depository as may be authorized by this
pazagraph, the Bond Registraz upon presentation of Global Certificates shall register their
transfer to the substitute or successor depository, and the substitute or successor depository shall
be treated as the Depository for all purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor depository unless the City and the
substitute or successor depository so agree, and a similar agreement may be entered into.
7. Redemption.
(a) Ootional Redemvtion; 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 subj ect 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 Registraz. Bonds
or portions thereof called for redemption shall be due and payable on the redemption date, and
interest thereon shall cease to accrue from and aRer the redemption date.
(b) Notation on Global Certificate. Upon a reduction in the aggregate principal
amount of a Global Certificate, the Holder may make a notation of such redemption on the panel
provided on the Global Certificate stating the amount so redeemed, or may retum the Global
Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the
Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for
reference only, and may not be relied upon by any other person as being in any way
determinative of the principal amount of such Global Certificate outstanding, unless the Bond
Registrar has signed the appropriate column of the panel.
1377608v2
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(c) Selection of Replacement Bonds. To effect a partial redemption of Replacement
Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption
shail assign to each Replacement Bond having a common maturity date a distinctive number for
each $5,000 of the principal amount of such Replacement Bond. The Bond Registraz shall then
select by lot, using such method of selection as it shall deem proper in its discretion, from the
numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Replacement Bonds to be redeemed. The
Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned
numbers so selected; provided, however, that only so much of the principal amount of each such
Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
$5,000 for each number assigned to it and so selected.
(d) Partial Redemption of Reqlacement Bond. 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 inshument of transfer in form satisfactory to the City and Bond
Registrar duly executed by the Holder thereof or his, her or its attomey duly authorized in
writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and
deliver to the Holder of such Replacement Bond, without service charge, a new Replacement
Bond or Bonds of the same series having the same stated maturity and interest rate and of any
authorized denomination or denominations, as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
(e) Request for Redem�tion. The Bond Registraz shall call Bonds for redemption and
payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior
to the redemption date of a request of the City, in written form if the Bond Registrar is other than
a City officer. Such request shall specify the principai amount of Bonds to be cailed for
redemption and the redemption date.
(� Notice. Mailed notice of redemption shall be given to the paying agent (if other
than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds
for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give
written notice in the name of the City of its intention to redeem and pay such Bonds at the office
of the Bond Registrar. Notice of redemption shall be given by first class mail, postage prepaid,
mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
redeemed, at the address appearing in the Bond Register. All notices of redemption shall state:
(i) The redemption date;
(ii) The redemption price;
(iii) If less than all outstanding Bonds are to be redeemed, the idenUfication
(and, in the case of partial redemption, the respective principal amounts) of the Bonds to
be redeemed;
1377608v2 �]
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(iv) That on the redemption date, the redemption price will become due and
payable upon each such Bond, and that interest thereon shall cease to accrue from and
after said date; and
(v) The place where such Bonds aze to be surrendered for payment of the
redemption price (which shall be the office of the Bond Registrar).
(g) Notice to Depositorv. Notices to The Depository Trust Company or its nominee
shall contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than
the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such
notice to the Depository on the business day next preceding the date of mailing of such notice to
all other Holders.
8. Bond ReQistrar. U.S. Bank Trust National Association, in Saint Paul,
Minnesota, is appointed to act as bond registraz and transfer agent with respect to the Bonds (the
"Bond Registrar"), and shali do so unless and until a successor Bond ltegistrar is duly appointed,
all pursuant to any contract the City and Bond Registrar shall execute which is consistent
herewith. A successor Bond Registrar shall be an officer of the City or a bank or trust company
eligible for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may
be appointed pursuant to any contract the City and such successor Bond Registrar shall execute
which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and
untii a successor paying agent is duly appointed. Principal and interest on the Bonds shall be
paid to the Holders (or record holders) of the Bonds in the manner set forth in the forms of Bond
and paragraph 14 of this resolution.
9. Forms of Bond The Bonds shall be in the form of Global Certificates
unless and until Replacement Bonds aze made available as provided in paragraph 6. Each form
of bond may contain such additional or different terms and provisions as to the form of payment,
record date, notices and other matters as are consistent with the Letter of Representations and
approved by the City Attomey.
A. Global Certificates. The Global Certificates, together with the Certificate of
Registration, the Register of Partial Payments, the form o£Assignment and the registration
information thereon, shall be in substantially the following form and may be typewritten rather
than printed:
7377608v2
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LJNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CTTY OF SAINT PAUL
R-
INTEREST
ItATE
GENERAL OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BOND, SERIES 2002B
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
March 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
March 1, 2002
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 eazlier redemption, and to
pay interest thereon semiannually on Mazch 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 230 p.m., Eastem 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., Eastem time,
and may make a notation on the panel provided herein of such redemption, stating the amount so
redeemed, or may return the Bond to the Bond Registrar in exchange for a new Bond in the
proper principal amount. Such notation, if made by the Holder, shall be for reference only, and
may not be relied upon by any other person as being in any way determinative of the principal
amount of this Bond outstanding, unless the Bond Registrar has signed the appropriate column of
the panel. Interest on this Bond will be paid on each Interest Payment Date in same-day funds
by 2:30 p.m., Eastern time, to the person in whose name this Bond is registered (the "Holder" or
"Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendaz month
preceding such Interest Payment Date (the "Regulaz Record Date"). Interest payxnents shall be
received by the Holder no later than 2:30 p.m., Eastern time; and principal and premium
1377608v2
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payments shall be received by the Holder no later than 2:30 p.m., Eastem time, if the Bond is
surrendered for payment enough in advance to permit payment to be made by such time. Any
interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of
the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close
of business on a date (the "Special Record Date") fixed by the Bond Registraz whenever money
becomes available for payment of the defaulted interest. Notice of the Special Record Date shall
be given to Bondholders not less than ten days prior to the Special Record Date. The principal of
and premium, if any, and interest on this Bond aze payable in lawful money of the United States
of America.
Date of Pavment Not Business Dav. If the date for payment of the principal o�
premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
which banking institutions in the City of New York, New York, or the city where the principal
office of the Bond Registraz is located aze authorized by law or executive order to close, then the
date for such payment shail be the next succeeding day which is not a Saturday, Sunday, legal
holiday or a day on which such banking institutions aze authorized to close, and payment on such
date shall have the same force and effect as if made on the nominal date of payment.
Redemption. All Bonds of this issue (the "Bonds") maturing after March 1, 2010,
aze subject to redemption and prepayment at the option of the Issuer on such date and on any day
thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
prepaid in such order of maturity and in such amount per maturity as the City shall determine;
and if only part of the Bonds having a common maturity date aze called for prepayment, this
Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for
redemption shali be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date.
Notice of Redemption. Mailed notice of redemption shall be given to the paying
a�ent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereof will be given by first class mail
mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP" numbers assigned to the Bonds
shail be used.
Reolacement or Notation of Bonds after Partial Redemption. Upon a partial
redemption of this Bond which results in the stated amount hereof being reduced, the Holder
may in its discretion make a notation on the panel provided herein of such redemption, stating
the amount so redeemed. Such notation, if made by the Holder, shali be for reference only, and
may not be relied upon by any other person as being in any way determinative of the principal
amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of
the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written insriument of transfer in forxn satisfactory to the
Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attomey duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registraz shall
authenticate and deliver to the Holder of such Bond, without service chazge, a new Bond of the
same series having the same stated maturity and interest rate and of the authorized denomination
1377608v2 1 Q
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in aggregate principal amount equai to and in exchange for the unredeemed portion of the
principal of the Bond so surrendered.
Issuance; Purpose: General Obli�ation. This Bond is one of an issue in the total
principal amount of $2,915,000, all of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination and redemption privilege, which Bond has been issued
pursuant to and in full confomuty with the Constitution and laws of the State of Minnesota and
the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer
on February 27, 2002 (the "Resolution"), for the purpose of (1) providing money to fmance the
construction of various street improvements in the City and (2) providing funds for a current
refunding of the City's General Obligation Street Improvement Special Assessment Bonds,
Series 1991B and 1992B. This Bond is payable out of a special account relating to the Bonds in
the General Obligation Special Assessments — Streets Debt Service Fund of the Issuer. This
Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and
full payment of its principal, premiuxn, if any, and interest when the same become due, the full
faith and credit and tasing powers of the Issuer have been and are hereby inevocably pledged.
Denominations; Exchanae; Resolution. The Bonds are issuable originally only as
Global Certificates in the denomination of the entire principal amount of the issue maturing on a
singie date, or, if a portion of said principal amount is prepaid, said principal amount Iess the
prepayment. Global Certificates aze not exchangeable for fully registered bonds o£ smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Repiacement Bonds, if made available as provided below, are issuable solely as
fully registered bonds in the denominations of $5,000 and integral muitiples 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.
Reolacement Bonds. Replacement Bonds may be issued by the Issuer in the event
that:
(a) the Depository shall resign or discontinue its services for the Bonds, and only
if the Issuer is unable to locate a substitute depository within two (2) months following
the resignation or determination of non-eligibility, or
(b) upon a determination by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the Resolution, which precludes the
issuance of certificates (other than Global Certificates) to any Holder other than the
Depository (ar its nominee), might adversely affect the interest of the beneficial owners
of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that
they be able to obtain certificated bonds.
Transfer. This Bond shall be registered in the name of the payee on the books of
the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his,
her or its name and note the date of registration opposite the name of the payee in the certificate
7377608v2 1 1
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of registration attached hereto. Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights
and powers of an owner unril this Bond is presented with such assignment for registration of
transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
and effecfive, and unril such transfer is registered on said books and noted hereon by the Bond
Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with, or notice to, the Bond Registraz.
Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other
restrictions if required to qualify this Bond as being "in registered form" within the meaning of
Section 149(a) of the federal Internal Revenue Code of 1986, as amended.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registraz may treat the
person in whose name this Bond is registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided with respect to the Record Date) and
for all other purposes, whether or not this Bond shali be overdue, and neither the Issuer nor the
Bond Registrar shali be affected by notice to the contrary.
Authentication. This Bond shail not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
been executed by the Bond Registrar.
Not Qualified Tax-Exempt Obli atQ ions. The Bonds have not been designated by
the Issuer as "qualified tas-exempt obligations" for purposes of Section 265(b)(3) of the federal
Intemal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
done, have happened and have been performed, in regular and due form, time and manner as
required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
does not exceed any constitutional or statutory or Charter limitation of indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
its City Council has caused this Bond to be executed on its behalf by the photocopied facsimile
signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and
countersigned by the photocopied facsimile signature of its Director, Office of Financial
Services, the official seal having been omitted as permitted by law.
1377608v2 IZ
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Date of Registration:
BQND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registraz
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, NIINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Street Improvement Special Assessment Bond, Series 2402B, No. R-_
1377608v2 13
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CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made only by the
registered owner or his, her or its legal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNBR BOND REGISTRAR
1377608v2 14
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REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
Date Amount Bondholder Bond Re ��straz
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.
1377608v2 1$
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicabie laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
1377608v2 j (
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the attached
Bond and does hereby urevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration
thereof, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond
with the name as it appears upon the face of the attached
Bond in every particular, without alteration or any change
whatever.
Signature Guaranteed:
Signature(s) must be guazanteed by a national bank or hust company or by a brokerage firm
having a membership in one o£the major stock exchanges or any other'Bligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners
if the Bond is held by joint account.)
1377608v2 1�]
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B. Replacement Bonds. If the City has notified Holders that Replacement Bonds
have been made available as provided in pazagraph 6, then for every Bond thereafter transfened
or exchanged (including an exchange to reflect the partial prepayment of a Globai Certificate not
previously exchanged for Replacement Bonds) the Bond Registrar shall deliver a certificate in
the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global
Certificate shail not otherwise be required to exchange the Global Certificate for one or more
Replacement Bonds since the City recognizes that some beneficial owners may prefer the
convenience ofthe Depository's registered ownership ofthe Bonds even though the entire issue
is no longer required to be in global book-enhy form. The Replacement Bonds, together with the
Bond Registrar's Certificate of Authentication, the form of Assignment and the registration
information thereon, shali be in substantially the following form, with paragraphs identical to the
form of Globai Certificate stated by heading or initial text oniy:
1377608v2 18
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�
GENERAL OBLIGATION STREET INIPROVEMENT
SPECIAL ASSESSMENT BOND, SERIES 2002B
INTEREST
RATE
%
REGISTERED OWNER:
PRINCIPAL AMOUNT:
UIVITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CTTY OF SAINT PAUL
MATURITY
DATE
DATE OF
ORIGINAL ISSLJE
$
CUSIP
Mazch 1,
March 1, 2002
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 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 Mazch 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 3b0-day year of twelve
30-day months) until the principal sum is paid or has been provided for. This Bond will bear
interest �rom 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 of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regulaz 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 shail be payable to the person who is the Holder hereof at the close of business on a
date (the "Special Record Date") fixed by the Bond Registraz whenever money becomes
available for payment of the defaulted interest. Notice of the Special Record Date shall be given
to Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States of
America.
(377608v2 _ 19
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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
FOR ALL PURPOSES FIAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED ....
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
its City Councii has caused this Bond to be executed on its behalf by the original or facsimile
signature of its Mayor, attested by the original or facsimile signature of its Clerk, and
countersigned by the original or facsimile signature of its Director, Office of Financial Services,
the official seal having been omitted as permitted by law.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL;
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
1377608v2 2,0
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ON REVERSE OF BOND
Date of Pavment Not Business Day.
Redemption. All Bonds of this issue (the "Bonds") maturing after Mazch i, 2010,
are subject to redemption and prepayment at the option of the Issuer on such date and on any day
thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
prepaid in such order of maturity and in such amount per maturity as the City shall deterxnine;
and if only part of the Bonds having a common maturity date aze called for prepayment, the
specific Bonds to be prepaid shall be chosen by lot by the Bond Registraz. Bonds or portions
thereof called for redemption shall be due and payable on the redemption date, and interest
thereon shall cease to accrue from and after the redemption date.
Notice of Redemntion.
Selection of Bonds for Redem�t�ion. To effect a partial redemption of Bonds
having a common maturity date, the Bond Registrar shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that oniy so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a
Bond is to be redeemed only in part, it shall be surrendered to the Bond 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, without service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any authorized
denomination or denominations, as requested by such Holder, in aggegate principal amount
equal to and in exchange for the uru portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obli ag tion.
Denominations; Exchan�e; Resolution. The Bonds aze issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and aze exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registraz, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by his, her or its
attomey duly authorized in writing at the principal office of the Bond Registrar upon
presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
is��aos�z 21
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provided in the Resolution and to reasonable regulations of the Issuer contained in any
agreement with, or notice to, the Bond Registraz. Thereupon the Issuer shall execute and the
Bond Registrar shali authenticate and deliver, in exchange for this Bond, one or more new fully
registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or
similar desi�atiori), of an authorized denomination or denominations, in aggregate principal
amount equai to the principal amount of this Bond, of the same maturity and bearing interest at
the same rate.
Fees unon Transfer or Loss.
Treatment ofRegistered Owner.
Authentication
Not Oualified Tax-Exempt Oblieations.
ABBREVIATIONS
1377608v2 22
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint attorney to
transfer the Bond on the books kept for the registration thereof, with full power of substitution in
the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with
the name as it appeazs upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guazantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
conceming the transferee requested below is provided.
Name and Address:
(Include information for all joint owners
if the Bond is held by joint account.)
1377608v2 23
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10. Execution. The Bonds shall be executed on behalf of the City by the
signatures of its Mayor, Clerk and D'uector, Office of Financial Services, each with the effect
noted on the forxns of the Bonds, and be sealed with the seal of the City; provided, however, that
the seai of the City may be a printed or photocopied facsimile; and provided fiirther that any of
such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted
on the Bonds as pernutted 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 facsunile signature of that officer
who may act on behalf of such absent or disabled officer. In case any such officer whose
signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer
before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he or she had remained in office until delivery.
11. Authentication; Date of 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 Registraz. Certificates of
Authentication on different Bonds need not be signed by the same person. The Bond Registrar
shall authenticate the signatures of officers of the City on each Bond by execution of the
Certificate of Authentication on the Bond and by inserting as the date of registration in the space
provided the date on which the Bond is authenticated. For purposes of delivering the original
Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the
date of original 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.
12. Registration; Transfer; Exchan�e. The City will cause to be kept at the
principal office of the Bond Registrar a bond register in which, subject to such reasonable
regulations as the Bond Registrar may prescribe, the Bond Registraz shall provide for the
registration of Bonds and the registration of transfers of Bonds entitled to be registered or
transfesed as herein provided.
A Global Certificate shall be registered in the name of the payee on the books of
the Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar,
who will endorse his or her name and note the date of registration opposite the name of the payee
in the certificate of registration on the Global Certificate. Thereafter a Global Certificate may be
transfened by delivery with an assignment duly executed by the Holder or his, her or its legal
representative, and the City and Bond Registraz 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 snch transfer is registered
on said books and noted thereon by the Bond Registrar, all subject to the terms and conditions
provided in the Resolution and to reasonable regulations of the City contained in any agreement
with, or notice to, the Bond Registrar.
Transfer of a Global Certificate may, at the direction and expense of the City, be
subj ect to other restrictions if required to qualify the Global Certificates as being "in registered
1377608v2 2,4
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form" within the meaning of Section 149(a) of the federal Intemal Revenue Code of 1986, as
amended.
If a Global Certificate is to be exchanged for one or more Replacement Bonds, all
of the principal amount of the Global Certificate shall be so exchanged.
Upon surrender for transfer of any Replacement Bond at the principal office of
the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall
authenticate, insert the date of registration (as provided in pasagraph 1 l� of, and deliver, in the
name of the designated transferee or transferees, one or more new Replacement Bonds of any
authorized denomination or denominations of a like aggregate principal amount, having the same
stated mahxrity and interest rate, as requested by the transferor; provided, however, that no bond
may be registered in blank or in the name of "beazer" or similaz designation.
At the option of the Holder of a Replacement Bond, Replacement Bonds may be
exchanged for Replacement Bonds of any authorized denomination or denominations of a like
aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are
so surrendered for exchange, the City shail execute (if necessary), and the Bond Registrar shall
authenticate, insert the date of registration of, and deliver the Replacement Bonds which the
Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
Global Certificates of smaller denominations.
All Bonds surrendered upon any exchange or transfer provided for in this
resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as
directed by the City.
All Bonds delivered in exchange for or upon transfer of Bonds shail be valid
general obligations of the City evidencing the same debt, and entitied to the same benefits under
this resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly
endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond
Registrar, duly executed by the Holder thereof or his, her or its attomey duly authorized in
writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with the transfer or exchange of any Bond and
any legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in
any agreement with, or notice to, the Bond Registrar, including regulations which permit the
Bond Registrar to close its transfer books between record dates and payment dates.
13. Riehts Upon Transfer or Exchanee. Each Bond delivered upon transfer of
or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
1377b08v2 25
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14. Interest Payment: Record Date. Interest on any Giobal Certificate shall be
paid as provided in the first pazagraph 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 timely paid shall cease to be payable to the person who
is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the
Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond
Registrar whenever money becomes available for payment of the defaulted interest. Notice of
the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten
(10) days prior to the Special Record Date.
15. Holders; Treatment of Reeistered Owner; Consent of Holders.
A. For the purposes of all actions, consents and other matters affecting Holders of the
Bonds, other than payments, redemptions, and purchases, the City may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person
in whose name the Bond is registered. Far 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.
B. The City and Bond Registrar may treat the person in whose name any Bond is
registered as the owner of such Bond for the purpose of receiving payment of principal of and
premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such
Bond and for ali other purposes whatsoever whether or not such Bond shall be overdue, and
neither the City nor the Bond Registrar shall be affected by notice to the contrary.
C. Any consent, request, direction, approval, objection or other instrument to be signed
and executed by the Holders may be in any number of concurrent writings of similar tenor and
must be signed or executed by such Holders in person or by agent appointed in writing. Proof of
the execution of any such consent, request, direction, approval, objection or other instrument or
of the writing appointing any such agent and of the ownership of Bonds, if made in the following
manner, shall be sufficient for any of the purposes of this Resolution and shali be conclusive in
favor of the City with regard to any action taken by it under such request or other inshument,
namely:
(1) The fact and date of the execution by any person of any such writing may be
proved by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such writing
acknowledged before him or her the execution thereof, or by an affidavit of any witness
to such execution.
(2) Subject to the provisions of subparagraph (A) above, the fact of the ownership
by any person of Bonds and the amounts and numbers of such Bonds, and the date of the
holding of the same, may be proved by reference to the bond register.
1377608v2 'L,(
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16. Deliverv: ADnlication of Proceeds. The Global Certificates when so
prepazed and executed shall be delivered by the Director, Office ofFinancial Services, to the
Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
proper application thereof.
17. Funds. There is hereby created a special fund to be designated the "2002
Capital Projects Fund" (numbered G02, the "Capital Fund"), to be admiuistered and maintained
by the City Treasurer as a bookkeeping account separate and apart from all other accounts
maintained in the official fmancial records of the City. There has been heretofore created and
established the "General Obligation Special Assessments -- Streets Debt Service Fund"
(numbered 963, the "Debt Service Fund"). For the convenience and proper administration of the
moneys to pay the Prior Bonds, there is hereby created the "2002 Streets Refunding Fund", to be
administered and maintained as a bookkeeping account separate and apart from all other
accounts maintained on the official financial records of the City. The 2002 Streets Refunding
Fund shall be maintained in the manner herein specified until all of the Prior Bonds have been
paid. The Capital Fund, and Debt Service Fund shall be maintained in the manner herein
specified until all of the Bonds and the interest thereon have been fully paid.
(i) Capital Fund. To the Capital Fund there shall be credited the proceeds of
the sale of the Bonds, less amounts deposited in the 2002 Streets Refiznding Fund, less
accrued interest received on the Bonds, and less any amount paid for the Bonds in excess
of $2,888,�65. From the Capital Fund there shall be paid all costs and expenses of
making the Improvements listed in paragraph 18, after they have been ordered in
accordance with the Charter of the City, including the cost of any construction contracts
heretofore let and all other costs incurred and to be incurred of the kind authorized in
Minnesota Statutes, Section 475.65 (including interest on the Bonds payable during the
construction period); and the moneys in the Capital Fund shall be used for no other
purpose except as otherwise provided by law; provided that the proceeds of the Bonds
may also be used to the extent necessary to pay interest on the Bonds due prior to the
anticipated date of commencement of the collection of taxes or special assessments
herein covenanted to be levied; and provided further that if upon completion of the
Improvements there shall remain any unexpended balance in the Capital Fund, the
balance may be transferred by the Council to the fund of any other improvement
instituted pursuant to the City's Charter or Minnesota Statutes, Chapter 429, or used to
pay the costs of any other purpose permitted by law, or transferred to the Debt Service
Fund. All earnings on the Capital Fund shall be transferred to the Debt Service Fund, or
may be retained in the Capital Fund.
(ii) 2002 Streets RefundinQ Fund. Proceeds of the sale of the Bonds
sufficient, with other available moneys, to redeem the Refunded Bonds on April 1, 2002,
shall be deposited in the 2002 Streets Refunding Fund and used in paying the Refunded
Bonds upon their redemption on April l, 2002. The moneys in the 2002 Streets
Refunding Fund shall be used solely for the purposes herein set forth and for no other
purpose. Any excess in the 2002 Streets Refunding Fund after the payment of the
Refunded Bonds shall be deposited in the Debt Service Fund.
' 1377608v2 2"]
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(iii) Debt Seroice Fund. There is hereby pledged and there shall be credited to
a special account relating to the Bonds in the Debt Service Fund: (a) coilections of
special assessments herein covenanted to be levied with respect to the Improvements, to
the extent provided in pazagraph 19; (b) coliections after April 1, 2002, of special
assessments levied with respect to the Prior Improvements; (c) all accrued interest
received upon delivery of the Bonds; (d) all funds paid for the Bonds in excess of
$2,888,765; (e) any coliections of all taaces which are levied herein, or which may
hereafter be levied in the event that the special assessments herein pledged to the
payment of the Bonds and interest thereon aze insufficient therefor; ( fl all funds
remanung in the Capital Fund a$er completion of the Improvements and payment of the
costs thereof, not so transfened to the account of another improvement or used to pay the
costs of any other purpose permitted by law; (g) amounts transfened from the 2002
Streets Refunding Fund; (h) balances after April 1, 2002, remaining in the Debt Service
Funds established for the Prior Bonds; and (i) all investment earnings on moneys held in
such special account in the Debt Service Fund or (at the City's option) on moneys held in
the Capital Fund. If moneys in the special account of the Debt Service Fund should ever
be insufficient to pay debt service on the Bonds, the Bonds shali be paid from the Debt
Service Fund or any other special account therein, and the Bonds are hereby made
payable from the Debt Service Fund and any other special accounts therein for this
purpose. Amounts drawn from the Debt Service Fund or any special account therein may
be repaid with or without interest when moneys sufficient for such repayment are
deposited in the special account relating to the Bonds in the Debt Service Fund.
The special account relating to the Bonds in the Debt Service Fund shall be used
solely to pay the principal and interest and any premiums for redemption of the Bonds and any
other general obligation bonds of the City hereafter issued by the City and made payable from
such special aceount in the Debt Service 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 inveshnents or to replace funds which were used directly or indirectly to
acquire higher yielding investments, except (1) for a reasonable temporary period until such
proceeds are needed for the purpose for which the Bonds were issued, and (2) in addition to the
above in an amount not greater than five percent (5%) of the proceeds of the Bonds. To this
effect, any sums from time to time held in the Capital Fund, in the 2002 Streets Refunding Fund
or in such special account in the Debt Service Fund (or any other City fund or 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 arbitrabe regulations may be invested without
regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions
imposed by said azbitrage regulations on such investments after taking into account any
applicable "temporary periods" or "minor portion" made available under the federal arbitrage
regulations. In addition, the proceeds of the Bonds and money in the Capital Fund or in the 2002
Streets Refunding Fund or in such special account in the Debt Service Fund shall not be invested
in obligations or deposits issued by, guaranteed by or insured by the United States or any agency
or instrumentality thereof if and to the extent that such investment would cause the Bonds to be
"federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue
Code of 1986, as amended (the "Code").
1377608v2 'Lg
\�lr�.c..�,�c� �sg� — � ��0. a'?, 3-003�
V
�'a- - � ��
18. Assessments; Coverage Test. The City Council has heretofore
determined, and does hereby determine, to proceed with the Ixnprovements and special
assessments with respect thereto under the provisions of the Charter of the City, rather than the
provisions of Minnesota Statutes, Chapter 429.
It is hereby determined that no less than twenty percent (20%) of the cost to Ihe
City of each Improvement financed hereunder within the meaning of Minnesota Statutes, Section
475.58, Subdivision 1(3), shall be paid by special assessments to be levied against every
assessable lot, piece and parcel of land benefited by the Improvements. The City hereby
covenants and agrees that it will let all construction contracts not heretofore let within one yeaz
after ordering each Improvement financed hereunder unless the resolution ordering the
Ixnprovement specifies a different time limit for the letting of construction contracts and will do
and perform, as soon as they may be done, all acts and things necessary for the final and valid
levy of such special assessments, and in the event that any such assessment be at any time held
invalid with respect to any lot, piece or parcel of land due to any error, defect, or irregularity, in
any action or proceedings taken or to be taken by the City or this Council or any of the City
officers or employees, either in the making of the assessments or in the performance of any
condition precedent thereto, the City and this Council will forthwith do all further acts and take
all further proceedings as may be required by law to make the assessments a valid and binding
lien upon such property.
The special assessments for the Improvements have not heretofore been
authorized, and accordingly, for purposes of Minnesota Statutes, Section 475.55, Subdivision 3,
the special assessments are hereby authorized. Subject to such adjustments as ue required by
conditions in existence at the time the assessments aze levied, the assessments are hereby
authorized and it is hereby determined that the assessments shall be payable in equal,
consecutive, annuai installments, with general taxes for the years shown below and with interest
on the declining balance of all such assessments at a rate per annum approximately one percent
(1%) per annum in excess of the net effective rate of interest on the Bonds:
Improvement
Desi¢nation
Cotta�e/Greenbrier
HoyUMerrill
Amount
$633,244
428 208
Levy Years
Collection
Years
TOTAL
$1,061,452
2002-2021
for all
2003-2022
for all
The special assessments for the Improvements and with respect to the Prior
Improvements shall be such that if collected in full they, together with estimated collections of
other revenues herein pledged for the payment of the Bonds, will produce at least five percent
(5%) in excess of the amount needed to meet when due the principal and interest payments on
the Bonds in every year except the final year (2014). At the time the assessments for the
Improvements are in fact levied the City Council shall, based on the then-cturent estimated
collections of the assessments, make any adjustments in any ad valorem taxes required to be
levied in order to assure that the City continues to be in compliance with Minnesota Statutes,
Section 475.61, Subdivision 1.
,-' t377608v2 Zl�
��.�r�.�� �� �=�e. ��, �.o��
aa--���
19. Lunit on Special Assessments Pled�ed. The City Council hereby finds,
determines and declares that the payxnent of the Bonds does not require the pledge of all the
special assessments which may be levied with respect to the Improvements identified in
paragraph 18, and that it is necessazy, proper and expedient to provide that payments and
prepayxnents of special assessments in excess of the debt service requirements of the Bonds be
put to use for other purposes sooner than upon the termination of the Debt Service Fund. Only
$1,000,000 original principal amount of the special assessments (which amount is the "Pledged
Assessments"), and interest thereon, recognized in paragraph 18 of this Resolution (of which
$214,653 are necessary prior to their scheduled receipt in order to pay debt service on the Bonds
on March 1, 2003) are or shall be pledged to the payxnent of the Bonds, and payments of, or with
respect to, such special assessments in excess of the Pledged Assessments shall be credited
instead to a special account in the Capital Fund, and used for the purpose of paying any
additional costs of the Ixnprovements and the costs of other improvements approved by the City,
as follows: (a) the first $214,653 of all prepayments of special assessments recognized in
paragraph 18 shall be credited to the Debt Service Fund, (b) thereafter until such time as the
special assessments from time to fime outstanding equal in original principal amount the Pledged
Assessments or less, prepayments of any of the special assessments recognized in paragraph 18
shall be treated as prepayments of the portion of the special assessments not pledged to the
Bonds and shall be credited instead to said special account of the Capital Fund, and used as
provided above, and (c) while the special assessments from time to time outstanding equal in
original principal amount the Pledged Assessments or more, regular installment payments made
on the Pledged Assessments only (not all of the special assessments) shall be credited to the Debt
Service Fund, and regular installment payments on that portion, if any, of the remauung
assessments in excess of the Pledged Assessments shall be credited to said special account of the
Capital Fund, and used as provided above. All special assessments collected after April 1, 2002,
with respect to the Prior Improvements are pledged to the payment of the Bonds.
20. Taa� Levy; Covera eg Test. If taaces are levied as provided in the final part
of paragraph 18, the tas levies sha11 be irrepealable so long as any of the Bonds are outstanding
and unpaid, provided that the City reserves the right and power to reduce the levies in the manner
and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3.
To provide moneys for payment of the principal and interest on the Bonds due to
be paid in 2014 there is hereby levied upon all of the tasable property in the City a direct annual
ad valorem taY which shall be spread upon the taac rolls and collected with and as part of other
general property tases in the City for the years and in the amounts as follows:
Year of Tax Year of Taac
Levv Collection Amount
2012 2013 $347,387
The taac levies are such that if collected in full they, together with esrimated
collections of special assessments and other revenues herein pledged far the payment of the
Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when due
the principal and interest payments on the Bonds. The taY levies shall be irrepealable so long as
any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power
is��eos�z 30
oz.-�c.o
to reduce the levies in the manner and to the extent permitted by Minnesota Statutes,
Section 475.61, Subdivision 3.
21. General Obligation Pled�e. For the prompt and full payment of the
principal and interest on the Bonds, as the same respectively become due, the full faith, credit
and taacing powers of the City shall be and aze hereby irrevocably pledged. If the balance in the
special account relating to the Bonds in the Debt Service Fund (as defined in paragraph 17
hereo� is ever insufficient to pay all principal and interest then due on the Bonds payable
therefrom, the deficiency shall be promptly paid out of any oflier funds of the City which aze
available for such purpose, including the general fund of the City and the Debt Service Fund and
the special accounts therein, and such other funds may be reimbursed with or without interest
from the special account in the Debt Service Fund relating to the Bonds when a sufficient
balance is available therein.
22. Other Redemption Monevs. To the extent that the proceeds of the Bonds
are not sufficient to pay the redemption price of the Refunded Bonds, said redemption price shail
be paid from moneys in the Debt Service Funds established for the Prior Bonds.
23. Refunded Bonds; Securitv. Until retirement of the Refiznded Bonds, all
provisions heretofore made for the security thereof shall be observed by the City and all of its
officers and agents.
24. Redemntion of Refunded Bonds. The Refunded Bonds shall be redeemed
and prepaid on April 1, 2002, all in accordance with the terms and conditions set forth in the
Notices of Call for Redemption attached hereto as Exhibit B, which terms and conditions aze
hereby approved and incorporated herein by reference. Notices of Call for Redemption in
substantially such forms shall be given to the Bond Registrar for the Prior Bonds, who shall mail
notice of redemption of the Prior Bonds not less than thirty (30) days prior to the redemption
date.
25. Certificate of Registration. The Director, Office of Financial Services, is
hereby directed to file a certified copy of this Resolution with the officer of Ramsey County,
Minnesota, performing the functions of the county auditor (the "County Auditor"), together with
such other information as the County Auditor shall require, and to obtain the County Auditor's
certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the
tax levy required by law has been made.
26. Records and Certificates. The officers of the City are hereby authorized
and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality
of the issuance of the Bonds, certified copies of all proceedings and records of the City relating
to the Bonds and to the financial condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts relating to the legality and
marketability of the Bonds as the same appear from the books and records under their custody
and control or as otherwise known to them, and all such certified copies, certificates and
affidavits, including any heretofore fiunished, shall be deemed representations of the City as to
the facts recited therein.
1377608v2 31
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27. Negative Covenants as to Use of Proceeds, Improvements and Prior
�rovements. The City hereby covenants not to use the proceeds of the Bonds or to use the
Improvements or Prior Improvements, or to cause or pemut them to be used, or to enter into any
deferred payment arrangements for the cost of the Improvements or Prior Improvements, in such
a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103
and 141 through 150 of the Code. The City reasonably expects that no actions will be taken over
the term of the Bonds that would cause them to be private activity bonds, and the average term of
the Bonds is not longer than reasonably necessary for the goveinmental purpose of the issue.
The City hereby covenants not to use the proceeds of the Bonds in such a manner as to cause the
Bonds to be "hedge bonds" within the meaning of Section 149(g) of the Code.
28. Tax-Exemnt Status of the Bonds: Rebate: Election. The City shall comply
with requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
requirements relating to temporary periods for investments, limitations on amounts invested at a
yield greater than the yield on the Bonds, and the rebate of excess inveshnent eaznings to the
United States.
The City expects that the two-year expenditure exception to the rebate
requirements may apply to the construction proceeds of the Bonds.
If any elections are available now or hereafter with respect to arbitrage or rebate
matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, aze hereby authorized and directed to make such elections as they deem
necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be,
and shall be deemed and treated as, elections of the City.
29. No Desianation of Oualified Tax-ExemUt Obli atg ions. The Bonds,
together with other obligations issued by the City in 2002, exceed in amount those which may be
qualified as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code, and hence are not designated for such purpose.
30. Letter of Representations. The Letter of Representations for the Bonds is
hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the
City and received and accepted by The Depository Trust Company. So long as The Depository
Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
City shall comply with the provisions of the Letter of Representations, as it may be amended or
supplemented by the City from time to time with the agreement or consent of The Depository
Trust Company.
31. Negotiated Sale. The City has retained Springsted Incorporated as an
independent financial advisor, and the City has heretofore determined, and hereby determines, to
sell the Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60,
Subdivision 2(9).
32. Continuin¢ Disclosure. The City is an obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
1377608v2 32
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promulgated by the Securities and Exchange Commission (the "Coxnxnission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described, to:
A. Provide or cause to be provided to each nationally recognized municipal
securities information repository ("NRMSIR") and to the appropriate state information
depository ("SID"), if any, for the State of Minnesota, in each case as designated by the
Commission in accordance with the Rule, certain annual financial information and
operating data in accordance with the Undertaking. The City reserves the right to modify
from time to time the terms of the Undertaking as provided therein.
B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the Municipal Securities Rnlemaking Board ("MSRB") and (ii) the SID, notice of
the occurrence of certain material events with respect to the Bonds in accordance with the
Undertaking.
C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual
financial information with respect to the City described in the Undertaking.
The City agrees that its covenants pursuant to the Rule set forth in this pazagraph
32 and in the Undertaking are intended to be for the benefit of the Holders of the Bonds and shall
be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
these covenants shall be limited to a right to obtain specific enforcement of the City's obligations
under the covenants.
The Mayor and Directar, Office of Financial Services, or any other officers of the
City authorized to act in their stead (the "Officers"), are hereby authorized and directed to
execute on behalf of the City the Undertaking in substantially the form presented to the City
Council, subject to such modifications thereof or additions thereto as aze (i) consistent with the
requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
33. Severabilitv. If any section, paragraph or provision of this resolution shall
be heid to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this resolution.
1377608v2 33
oa -� �.o
34. Headines. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shall not limit or define the meaning of any
provision hereof.
Requeste��eq�rtmentof• }-iN���
By: S lL� �
r
�
Form Approved by City Attorney
By�/ � _ G
� d� ' °�
Approve y Mayor for Submission to
Adoption Certified by Council Secretary Coun
By:�� ` . � .�._.'-.�-� gY . ,
Approv��b Mayor: Date � ' ' � /
. _ �,
�
is��eos�z 34
Adopted by Council: Date � S� .�.� � ao o a�
os -�� o
of Financial Services
266-8837
20002
OATE INRIATED
15-Feb-02 GREEN SHEET
Ini4a1/Date
ASSIGN
NUMBERFOR
ROUTING
ORDER
No 113508
InitiaVDate
u OEPAR�MEMDIRECf06 u CRYCOONCIL _
�1 crtrwTroauEV ❑ cmc�wc
❑ FINANCIALSERVICESOIR ❑ FINANCNLSERVIACCTG
� MAVOR ❑
TOTAL # OF SIGNATURE PAGES 7_ (CLIP ALL LOCATIONS FOR SIGNATURE)
iis resolution accepts the winning proposal and awards the bid for the $2,915,000 G.O.
reet Improvement Special Assesment Bonds Series 2002B. This is a competitive bond sale and the award
going to the bidder found most advantageos (lowest cost) ro the City.
or
PLANNING COMMISSION
CIB COMMITTEE
CIVIL SERVICE COMMISSION
PROBLEM ISSUE,
When, Where,
RSONAL SERVICE CONTRACfS MUSf ANSWErtTXE POLLOWING QUESTIONS:
Has this persoNfirm ever worked under a contact for this tlepartmeM?
YES NO
Has ihis persoNfirtn ever been a city employee?
VES NO
Does this persoNfrtn possess a skill not normally possessed by any cumern ciry employee?
VES NO
Is this persoNfirtn a targeted vendo(�
YES NO
bonds are forthe purpose of finanang certain street improvemeMS within the Ciry and refunding the 7997 B antl 19928 Special Assesment Bonds, antl will be repaid by speciai assesments.
be available for street improvements.
IFAPPROVED
DISADVANTAGES IF NOT
neetled forcertain street improveme�rts wiil not be available.
���
��Y��? Ll�'�`'"!
� � (*• �. �° ���
, €< �
7RANSACTION $ {;ass,000
SOURCE
COST/REVENUE BUDGETED (CIRCLE ONE)
ACTMN NUMBER
YES NO
INFORMATION (EXPLAIN)
O 3�- ��-a
EXHIBITS
Eachibit A - Proposals
Eachibit B- Notices of Call for Redemption
1377608v2
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. �: :
NOTICE OF CALL FOR REDEMPTION
$880,000 GENERAI,
OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BONDS, SERIES 1991B
CTTY OF SAINT PAUL
RAMSEY COUNTY
MINNESOTA
NOTICE IS HEREBY GNEN that by order of the City Council of the City of
Saint Paul, Ramsey County, Minnesota, there have been called for redemption and prepayment
on
April 1, 2002,
outstanding bonds of the City designated as General Obligation Street Improvement Special
Assessment Bonds, Series 1991B, bearing a date of original issue of March 1, 1991, having
stated maturity dates in the years set forth below, bearing interest at the rates per annum set forth
below for such maturity yeazs, bearing the CUSIP numbers set forth below for such maturity
years and totaling $880,000 in principal amount:
Maturity
Yeaz
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Principal
Amount
$90,000
90,000
90,000
90,000
90,000
90,000
85,000
85,000
85,000
85,000
Interest
Rate
6.20%
6.25
630
6.40
6.50
6.60
6.65
6.70
6.70
6.70
CUSIP
Number
792880
792880
792880
792880
792880
792880
792880
792880
792880
792880
The entire outstanding amount of the issue maturing after 2002 is being cailed. The bonds are
being called at a price of par plus accrued interest to April 1, 2002, on which date all interest on
said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested
to present their bonds for payment at the principal office of U.S. Bank Trust National
Association in Saint Paul, Minnesota, on or before April 1, 2002.
t3»6os�z
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Dated , 2002.
BY ORDER OF THE CITY COUNCIL
/s
City Clerk
Additional information
may be obtained from:
1377608v2
O �. -\�.�
NOTICE OF CALL FOR REDEMPTION
$990,000 GENERAL
OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BONDS, SERIES 1992B
CITY OF SAINT PAUL
RAMSEY COiJNTY
MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of
Saint Paul, Ramsey County, Minnesota, there have been called for redemption and prepayment
on
April 1, 2002,
outstanding bonds of the City designated as General Obligation Street Ixnprovement Special
Assessment Bonds, Series 1992B, bearing a date of original issue of February 1, 1993, having
stated maturity dates in the years set forth below, bearing interest at the rates per annum set forth
below for such maturity yeazs, bearing the CUSIP numbers set forth below for such maturity
years and totaling $990,000 in principal amount:
Maturity
Year
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Principal
Amount
$90,000
90,000
90,000
90,000
90,000
90,000
90,000
90,000
90,000
90,000
90,000
Interest
Rate
6.00%
6.10
6.15
6.20
6.25
630
630
635
635
6.40
6.40
CUSIP
Number
792880
792880
792880
792880
792880
792880
792880
792880
792880
792880
792880
The entire outstandin� amount of the issue maturing after 2002 is being called. The bonds are
being called at a price of par plus accrued interest to April 1, 2002, on which date all interest on
said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested
to present their bonds for payment at the principal office of U.S. Bank Trust National
Association in Saint Paul, Minnesota, on or before April l, 2002.
1377608v2
t,` �., � i �-' � �; i , `� �
�a:\li.s ii: ��
Dated , 2002.
BY ORDER OF THE CITY COUNCIL
City Clerk
Additional information
may be obtained from:
o�, _��a
1377608v2
O s.. lC. o
advisor and determines to sell the Bonds by private negotiarion, and the City has instead
authorized a competitive sale without publication of notice thereof as a form of private
negotiation; and
WHEREAS, proposals for the Bonds have been solicited by Sp
Incorporated pursuant to an Official Statement and Terms of Proposal therein;
WHEREAS, in the Terms of Proposal relating to the Bonds t e City reserved the
right to increase or decrease the issue size from the proposed $2,915,000 not to exceed
$75,000, and to adjust the purchase price so that the adjusted purchase 'ce bears the same ratio
to the adjusted principal as the proposal bears to $2,915,000; and
WHEREAS, the City has determined to adjust the rincipal amount from the
proposed $2,915,000 by a $ decrease/increase:
NOW, THEREFORE, BE IT RESOLVED b the Council of the City of Saint
Paul, Minnesota, as foilows:
1. Acceptance of Proposal. The
(the "Purchaser"), to purchase $2,915,000 General
Assessment Bonds, Series 2002B, of the City (the
accordance with the Terms of Proposal for the b nd
p�6posai of
�ligation Street Improvement Special
3onds", or individually a"Bond"), in
sale, at the rates of interest hereinafter set
forth, and to pay therefor the sum of $ , plus interest accrued to settlement, is
hereby found, determined and declared to b the most £avarable proposal received and is hereby
accepted for Bonds in the aggregate princ' al amount of $ and purchase price of
$ , plus accrued interest to s tlement, and the Bonds aze hereby awarded to the
Purchaser. The Director, Office of F� ancial Services, or his designee, is directed to retain the
deposit of the Purchaser and to fo ith return to the others making proposals their good faith
checks or drafts.
2.
The Bonds shall be
titled "General Obiigation eet Improvement Special Assessment Bonds, Series 2002B", shall
be dated March 1, 2002, the date of original issue and shall be issued forthwith on or after
such date as fully regis red bonds. The Bonds shall be numbered from R-1 upwazd. Global
Certificates shall eac be in the denomination of the entire principal amount maturing on a single
date, or, if a portio of said principal amount is prepaid, said principal amount less the
prepayment. Re acement Bonds, if issued as provided in paragraph 6, shall be in the
denomination $5,000 each or in any integral muttiple thereof of a single maturity. The Bonds
shall mature n March 1 in the years and amounts as follows:
1377608v2
o'a--��o
Year
2003
2004
2005
2006
2007
2008
Amount
Year
amounc
$380,000
255,000
245,000
235,000
230,000
225,000
2009
2010
2011
2012
2013
2014
Such maturities, compared to the Terms of Proposal
aggregate decrease/increase in the foliowi
$220,000
215,000
210,000
205,000
�the Bonds, reflect a
years and amounts:
3. Purpose; FindinQS. The Bonds in part all provide funds for the
construction of various street unprovements (the "Improve ents") in the City, and any excess
construction funds shall be devoted to any other purpose ermitted by law. The total cost of the
Improvements, which shall include all costs enumerat in Minnesota Statutes, Section 475.65,
is estimated to be at least equal to the amount of the onds. Work on the Improvements shall
proceed with due diligence to completion. The B ds (together with other available funds in the
Debt Service Funds created for the Prior Bonds n part shall also provide funds for a current
refunding of all of the outstanding Prior Bon maturing after 2002 (which callable Prior Bonds
aze herein also referred to as the "Refunded onds"). The Prior Bonds were issued to finance the
costs of various street improvements (the rior Improvements"). It is hereby found, determined
and declared that this refunding of the 'or Bonds is pursuant to Minnesota Statutes, Section
475.67, and is necessary or desirable r the reduction of debt service costs.
4. Interest. T e Bonds shall bear interest payable semiannually on Mazch 1
and September 1 of each year ch, an"Interest Payment Date"), commencing September 1,
2002, calculated on the basis f a 360-day year of twelve 30-day months, at the respective rates
per annum set forth opposit the maturity years as follows:
Maturitv Year
2003
2004
2005
2006
Interest Rate
%
Maturit�
2009
2010
2011
2012
2013
2014
Interest Rate
%
5. Description of the Global Certificates and Global Book-Entrv Svstem.
Upo heir original issuance the Bonds will be issued in the form of a single Global Certificate
for ach maturity, deposited with the Depositary by the Purchaser and immobilized as provided
i aragraph 6. No beneficial owners of interests in the Bonds will receive certificates
epresenting their respective interests in the Bonds except as provided in paragraph 6. Except as
so provided, during the term of the Bonds, beneficial ownership (and subsequent transfers of
i3»6os�z 4
ba - ��-�
16. Deliverv; Application of Proceeds. The Global Certificates when so
prepared and executed shall be delivered by the Director, Office of Financial Services, to the
Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
proper application thereof.
17. Funds. There is hereby created a special fund to be designate the "2002
Capital Projects Fund" (numbered C-02, the "Capital Fund"), to be administered d maintained
by the City Treasurer as a bookkeeping account sepazate and apart from all o r accounts
maintained in the official financial records of the City. There has been here fore created and
established the "General Obligation Special Assessments -- Streets Debt S rvice Fund"
(nuxnbered 963, the "Debt Service Fund"). For the convenience and pr er admiuistration of the
moneys to pay the Prior Bonds, there is hereby created the "2002 Stre s Refunding Fund", to be
administered and maintained as a bookkeeping account separate an apart from all other
accounts maintained on the official financial records of the City. e 2002 Streets Refunding
Fund shall be maintained in the manner herein specified until a of the Prior Bonds have been
paid. The Capital Fund, and Debt Service Fund shall be mai ained in the manner herein
specified until all of the Bonds and the interest thereon hav een fully paid.
(i) Capital Fund. To the Capital Fu there shall be credited the proceeds of
the sale of the Bonds, less accrued interest rec ived thereon, and less any amount paid for
the Bonds in excess of $ . From the Capital Fund there shall be paid
all costs and expenses of making the Imp vements listed in parag�aph 18, after they
have been ordered in accordance with Charter of the City, including the cost of any
construction contracts heretofore let d all other costs incuned and to be incurred of the
kind authorized in Minnesota Statu s, Section 475.65 (including interest on the Bonds
payable during the construction p'od); and the moneys in the Capital Fund shall be used
for no other purpose except as erwise provided by law; provided that the proceeds of
the Bonds may also be used t the extent necessary to pay interest on the Bonds due prior
to the anticipated date of co encement of the collection of tases or special assessments
herein covenanted to be le 'ed; and provided further that if upon completion of the
Improvements there sha remain any unexpended balance in the Capital Fund, the
balance may be transf ed by the Council to the fund of any other improvement
instituted pursuant t the City's Charter or Minnesota Statutes, Chapter 429, or used to
pay the costs of an other purpose permitted by law, or transferred to the Debt Service
Fund. All eami s on the Capital Fund shall be transferred to the Debt Service Fund, or
may be retaine in the Capital Fund.
(ii) 2002 Streets Refundine Fund. Proceeds of the sale of the Bonds
sufficient with other available moneys, to redeem the Refunded Bonds on April 1, 2002,
shall be eposited in the 2002 Streets Refunding Fund and used in paying the Refunded
Bond upon their redemption on April 1, 2002. The moneys in the 2002 Streets
Ref ding Fund shall be used solely far the purposes herein set forth and for no other
p ose. Any excess in the 2002 Streets Refunding Fund after the payment of the
efunded Bonds shall be deposited in the Debt Service Fund.
(iii) Debt Service Fund. There is hereby pledged and there shall be credited to
a special account relating to the Bonds in the Debt Service Fund: (a) collections of
1377608v2 2,']
0 2 - \c.o
special assessments herein covenanted to be levied with respect to the Improvements, to
the extent provided in paragraph 19; (b) coilections after April 1, 2002, of special
assessments levied with respect to the Prior Improvements; (c) ali accrued interest
received upon delivery of the Bonds; (d) all funds paid for the Bonds in excess of
$ ;(e) any collections of all taxes which are levied herein, or which
may hereafter be levied in the event that the special assessments herein pledged to the
payment of the Bonds and interest thereon are insufficient therefor; ( fl al ds
remaining in the Capital Fund after completion of the Improvements payment of the
costs thereof, not so transferred to the account of another improvem t or used to pay the
costs of any other purpose permitted by law; (g) amounts transfe d from the 2002
Streets Refunding Fund; (h) balances after April 1, 2002, remai g in the Debt Service
Funds established for the Prior Bonds; and (i) all invesrinent 'ngs on moneys held in
such special account in the Debt Service Fund or (at the Ci s option) on moneys held in
the Capitai Fund. If moneys in the special account of the ebt Service Fund should ever
be insufficient to pay debt service on the Bonds, the Bo ds shall be paid from the Debt
Service Fund or any other special account therein, an the Bonds aze hereby made
payable from the Debt Service Fund and any other eciai accounts therein for this
puxpose. Amounts drawn from the Debt Service d ar any special account therein may
be repaid with or without interest when moneys ufficient for such repayment aze
deposited in the special account relating to the onds in the Debt Service Fund.
The special account relating to the onds in the Debt Service Fund shall be used
solely to pay the principal and interest and any pr miums for redemption of the Bonds and any
other generai obligation bonds of the City here er issued by the City and made payable from
such special account in the Debt Service Fun as provided by law, or to pay any rebate due to the
United States. No portion of the proceeds o the Bonds shall be used directly or indirectly to
acquire higher yielding inveshnents or to place funds which were used directly or indirectly to
acquire higher yielding investments, ex pt (1) for a reasonable temporary period until such
proceeds are needed for the purpose f which the Bonds were issued, and (2) in addition to the
above in an amount not greater th ive percent (5%) of the proceeds of the Bonds. To this
effect, any sums from time to tim eld in the Capital Fund, in the 2002 Streets Refunding Fund
or in such special account in the ebt Service Fund (or any other City fund or account which will
be used to pay principal or int est to become due on the bonds payable therefrom) in excess of
amounts which under then-a plicable federal arbitrage regulations may be invested without
regard as to yield shall not e invested at a yield in excess of the applicable yield restrictions
imposed by said arbitra regulations on such inveshnents after taking into account any
applicable "temporary eriods" or "minor portion" made available under the federal arbitrage
regulations. In addi 'on, the proceeds of the Bonds and money in the Capital Fund or in the 2002
Streets Refunding und or in such special account in the Debt Service Fund shall not be invested
in obligations or eposits issued by, guaranteed by or inswed by the United States or any agency
or instrument ty thereof if and to the extent that such investment would cause the Bonds to be
"federally g ranteed" within the meaning of Section 149(b) of the federal Intemal Revenue
Code of 19 6, as amended (the "Code").
18. Assessments; Coverage Test. The City Council has heretofore
and does hereby determine, to proceed with the Improvements and special
1377608v2 2,8
o� - 140
assessments with respect thereto under the provisions of the Charter of the City, rather than the
provisions of Minnesota Statutes, Chapter 429.
It is hereby determined that no less than twenty percent (20%) of the cost t the
City of each Improvement financed hereunder within the meaning of Minnesota Statut , Sectio
475.58, Subdivision 1(3), shail be paid by special assessments to be levied against e ery
assessable lot, piece and parcel of land benefited by the Improvements. The City ereby
covenants and agrees that it will let all construcrion contracts not heretofore le ithin one year
after ordering each Improvement financed hereunder unless the resolution o ering the
Improvement specifies a different time limit for the letting of constructio contracts and will do
and perforxn, as soon as they may be done, all acts and things necessary or the final and valid
levy of such special assessments, and in the event that any such asses ent be at any time held
invalid with respect to any lot, piece or parcel of land due to any e r, defect, or irregularity, in
any action or proceedings taken or to be taken by the City or this ouncil or any of the City
officers or employees, either in the making of the assessments in the performance of any
condition precedent thereto, the City and this Council will fo with do ail further acts and take
all further proceedings as may be required by law to make e assessments a valid and binding
lien upon such property.
The special assessments for the
have not heretofore been
authorized, and accordingly, for purposes of Minn ota Statutes, Section 475.55, Subdivision 3,
the special assessments are hereby authorized. S ject to such adjustments as are required by
conditions in existence at the time the assessm ts are levied, the assessments are hereby
authorized and it is hereby deterxnined that t e assessments shall be payable in equal,
consecutive, annual installments, with ge ral taaces for the years shown below and with interest
on the declining balance of all such asse sments at a rate per annum approximately one percent
(1%) per annum in excess of the net e ective rate of interest on the Bonds:
Improvement Collection
Designation Amount Levv Years Years
Hoyt/Merrill
TOT
$633,244 2002-2021 2003-2022
428,208 for all for all
$1,061,452
Th special assessments for the Improvements and with respect to the Prior
Improvements all be such that if collected in full they, together with estimated collections of
other revenue herein pledged for the payxnent of the Bonds, will produce at least five percent
(5%) in exc ss of the amount needed to meet when due the principal and interest payments on
the Bond n every year except the final yeaz (2014). At the time the assessments for the
Improv ents are in fact levied the City Council shall, based on the then-current estimated
collec ons of the assessments, make any adjustments in any ad valorem taxes required to be
levi in order to assure that the City conrinues to be in compliance with Minnesota Statutes,
475.61, Subdivision l.
1377608v2 2,9
�a-1�.�
19. Limit on Special Assessments P1edQed. The City Council hereby finds,
determines and declazes that the payment of the Bonds does not require the pledge of ali the
special assessments which may be levied with respect to the Improvements identified in
paragraph 18, and that it is necessary, proper and expedient to provide that payments and
prepayments of special assessments in excess of the debt service requirements of the Bonds be
put to use for other purposes sooner than upon the termination of the Debt Se 'ce Fund. Only
$1,000,000 originai principal amount of the special assessments (which am t is the "Pledged
Assessments"), and interest thereon, recognized in paragraph 18 of this solufion (of which
$ are necessary prior to their scheduled receipt in orde o pay debt service on
the Bonds on March 1, 2003) aze or shall be pledged to the payment the Bonds, and payments
of, or with respect to, such special assessments in excess of the Pl ged Assessments shall be
credited instead to a special account in the Capital Fund, and us for the purpose of paying any
additional costs of the Improvements and the costs of other i rovements approved by the City,
as follows: (a) the first $ of all prepa ents of special assessments
recognized in paragraph 18 shall be credited to the Debt S'ce Fund, (b) thereafter until such
time as the special assessments from time to time outst ing equal in original principal amount
the Pledged Assessments or less, prepayments of any the special assessments recognized in
paragraph 18 shall be treated as prepayments of the rtion of the special assessments not
pledged to the Bonds and shall be credited instead o said special account of the Capital Fund,
and used as provided above, and (c) while the sp cial assessments from time to time outstanding
equal in original principal amount the Pledge ssessments or more, regular instaliment
payments made on the Pledged Assessment only (not all of the special assessments) shall be
credited to the Debt Service Fund, and re ar installment payments on that portion, if any, of
the remaining assessments in excess of e Pledged Assessments shall be credited to said special
account of the Capital Fund, and used provided above. All special assessments collected after
April 1, 2002, with respect to the P' r Improvements aze pledged to the payment of the Bonds.
20. Tax Lev • overa e Test. If taxes are levied as provided in the final part
of paragraph 18, the tax levies all be irrepealable so long as any of the Bonds are outstanding
and unpaid, provided that the ity reserves the right and power to reduce the levies in the manner
and to the extent permitted y Minnesota Statutes, Section 475.61, Subdivision 3.
To provi moneys for payment of the principal and interest on the Bonds due to
be paid in 2014 there i hereby levied upon all of the taxable property in the City a direct annual
ad valorem tax whic shall be spread upon the tax rolls and collected with and as part of other
general property t es in the City for the years and in the amounts as follows:
JYear of Tax Year of TaY
Levv Collection Amount
2012 2013
The tas levies aze such that if collected in full they, together with estimated
colle tions of special assessments and other revenues herein pledged for the payment of the
Bo ds, will produce at least five percent (5%) in excess of the amount needed to meet when due
the principal and interest payments on the Bonds. The tax levies shall be irrepealabie so long as
any of the Bonds aze outstanding and unpaid, provided that the City reserves the right and power
1377608v2 30
85 SEVENTH PLACE EA5I; SUITE 100
SAINT PAlIL, MN 55101-2587
651.223.3000 FAX:651.223.3002
// E-MAIL: ad��wrs@springsted.com
o s�-\Go
SPRINGSTED
Advisms ro the Public Sector
February 27, 2002
�
Mr. Peter Hames, Director of Financial Services Mr. Tony Schertler, Director
City of St. Paul Saint Paul Housing and Redevelopment Authority
Office of Financial Services 1400 City Hall Annex
160 City Hall 25 West 4th Street
15 West Kellogg Blvd Saint Paul, MN 551 D2
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 General 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 letter summarizes the results of the competitive bids opened at 1030 A.M. this morning for
these three issues.
Purpose of issues
The purpose of the CIB issue is to fund various capital improvements a5 part of the City's annual
Capital Improvement Program. The CIB issue wili be repaid by property tax tevies.
The purpose of the Street issue is twofold: first, to fund portions of the City's annual street
improvement program; and second, to "current° refund the 19916 and 19926 Street
Improvement Issues to achieve lower annual interest costs. The 19916 and 19926 issues have
outstanding interest rates at a combined level of approximately 6.4°/a. 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 atl related issuance
costs. The present value savings estimate as a perce�t of the present value of refunded debt
service was 8.05%. This Street issue, both the new project and the refunding portions, is
expected to be repaid by special assessments on benefiting properties.
The purpose of the TIF 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 0� a present value basis, all estimates after
deduction of ali related issuance costs. The present value savings estimate as a percent of the
preserit 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.
CORPOR4TE OFFlCE: SAINT PAUL, MN • Visit our website at www.sPringsted.com
IOWA � KANSAS • MINNESOTA . VIRGMIA • WASHINGTON,DC � WISCONSIN
City of Saint Paui, Minnesota
February 27, 2002
Page 2
Tax-Exempt Market Rates
oa-t�o
The tax-exempt and taxable 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 tow 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 PiperJaffray
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 approximaYely $300,000 from the estimate made at
the time tfie sale process began.
The City received three bids on the Street Issue:
Rank Bidder
US Bancorp Piper Jaffray
RBC Dain Rauscher
Morgan Stanley
TIC(%)
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 wouid reduce
"neY' interest costs by $267,700 in future value and $223,000 in present value terms, after
deductiort of al[ retated 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 Taxabie 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.
Griffn, Kubik, Stephens & Thompson, inc.
Morgan Keegan & Co., Inc
TIC %
5.2895%
5.3807%
5.3867%
5.4408%
5.4504%
5.4715%
5.5471 %
City of Saint Paul, Minnesota
February 27, 2002
Page 3
aa-�e�
The lowest or best bid was received from United Banker's Bank at a true interest rate of
5.2895%. The interest rate differentiaf beiween the outstanding bonds and this bid is
approximately 2.60%. This refunding would reduce "net" interest costs by $336,000 in future
value and $269,000 in present value terms, after deduction of ali 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 municipai bonds as reflected
in the general interest rate difference between the "tax-exempt" CIB issue and the Taxable TIF
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 aggressive bidding on each
issue. The objectives underlying each issue were exceeded with interest rates well below the
estimates, and interest cost savings on the refunding issues weil in excess of estimates. We
profile each City issue to a national market index, Delphis-Hanover. These issues sold at rates
better than the national "AAA" rated index level.
Credit Rating
We have enclosed the written reports on the City's general obiigation rating for these issues
from Moody's, and Standard & Poor's. Both agencies rea�rmed 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,
� �-v� t ���1�Jn
avid N. MacGillivray /
Chairman
sja
Enctosure
1
.
.
ss E. severrrx ri.nnce, s� �oo
SAIN7'PAIIL,MN SSIOt-2887
651.223.3000 FAX: 651.223.3002
E-MAD.: advisoxs@sprinp,sted.mm
��
Oa-14o
SPRINGSTED
Adviwa w the Public Sertor
$19,OQQ,OOQ
City of Saint Paul, Minnesota
General Obligation Capitat Improvement Bonds, Series 2002A
(Book Entry Only)
Award:
Sate:
February 27,2002
Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interest Netlnterest Trve Interest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE SERVICES, LLC
RBC DAIN RAUSCHER
ABN-AMRO FINANC7AI, SERVICES
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
STIFEL, IVICOLAUS & CO., INC.
PRUDENTiAL SECURITIES, INC.
COMI��RCE CAPTTAL MARKETS, INC.
Axekod Associates, Inc.
Isaak Bond Investmenu, Inc.
The GMS Group, Inc.
Dougherty and Company LLC
U.S. Bancorp Piper Jafiray Inc.
Wells Fargo Brokerage Services, LLC
1.45%
2.20%
2.70%
3_00%
3.35%
3.55%
4.00%a
4.125%
2003
2004
2005
2006
2IXY7
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%
$19,205,025.60 $4,181,886.90 3.7622°k
(Continued)
CORPORATE OFF/CE: SAiN7 PAUL. MN . Vi9t aur wehsi[e at www.springsted.opm .
DES MOINES, IA • MILWAUKEE, WI • MINNEAPOLLS, �IIi • OYERLAND PARK, KS • YRtGINlA BEACH, VA • R'ASHQdGl'QN, DC
. Interest Netlnterest True Interest .
Bidder Rates Price Cost Rate
MORGAN STANLEY, 3.00% 2003-2005 $19,036,784.10 $4 3.7829%
MORGAN STANLEY DW INC. 3.50% 2006-2007
UBS PAINEWEBBER INCORPORATED 4.00% 2008-2012
SALOMON SMTfA BARNEY
CRONIN 8c COMPANY, INCORPORATED
CITTZEIQS BANIC
CIBC WORLD MARKETS
STEPHENS, INC.
BEAR, STF.ARNS �& CO., INC.
CHARLES SCHWAB & COMPANY
HUTCHINSON, SHOCKEY, ERLEY 8c COMPANY
HIKE SECURITIES, L.P.
Reofferiug Sc6edule of the Purchaser
Rate
1.45�0
2.203'0
2.70g'o
3.009b
3.35%
355%a
4.00%
4.00%
4.00%
4.125°k
Year
2003
2004
2005
2006
2007
2008
2009
2A10
2011
2012
Yield
Yaz
Par
Par
Paz
Par
Paz
3.75%
3.90%
Par
Paz
..
BBI: S.lO�Yo
Average Maturity: 5 788 Yeacs
�
t
' 85 E. SEVEN7H PLACE, SU1TE 100
' SAQ�7' PAUL, MN 55101-2887
65I.2233000 FAX:65t.2233002
E-MAQ.: advisors@sprinRsted.com
��
$2,915,OOOk
oa-�4�
SPRINGSTED
Advisoa u the Public Sector
City of Saint Paul, Minnesota
General Obligation Street Improvement Special Assessment Bonds, Series 2002B
(Book Entry OWy)
Award:
Sale:
February 27,2002
` . Moody's 12ating: 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, I,LC
RBC DAIN RAUSCH�R
1.45% 2003
2.20% 2004
2.70% 2005
3.00% 2006
335% 2007
3.55% 2008
3.75% 2009
3.90% 2010
4.00% 2011-2012
4.125% 2013
4375°k 2014
1.55% 2003
2.75% 2004
3.00% 2005-2006
335% 2007
3.55% 2008
3.75% 2009
3.90°k 2010
4.00% 2011
4.125% 2012
4.25% 2013
4.40% 2014
$2>891,680.00
$2,898,527.55
$707,943.75 3.9039%
$711>877.45 3.9209%
(Continued)
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE SERVICES, LLC
CORPORATEOFf/CE: SAA]TPAUI.,MN • Y�si[acwebsircetwww.spiogsfed.com
DES MOAIES.IA • MII,WAUKEE, WI . MINNEpYOLIS. MN . OVERLAND PARK, KS . VD2GINIA HHACH, VA . WASF$iGTON, DC
r
interest Netinterest True Interest .
Bidder Rates Price Cost Rate
MORGAN STANLEY,
MORGAN STANLEY DW INC.
UBS PAINEWEBBER INCORPORATED
SALOMON SMITH BARNEY
CRONIN & COMPANY, INCORPORATED
c�c woxr.n Max�rs
crrrzErrs B.�rnc
STEPF�NS, INC.
BEAR, STEARNS & CO., INC.
CHARLES SCHWAB & COMPANY
HUTCHINSON, SAOCKEY, ERLEY &
COMPANY
NII� SEC[JRITIES L.P.
ate
3.00% 2003-2005
3SO�o 2006-2007
4.00% 2008-2012
420�Ya 2013
4.40% 2014
$2,914,679.85 $717,330.18 3.9455%
Yield
Reoffering Sc6edule of the Purchaser
1.453'0
2.20%
2.70%
3.00%
3.35�Ya
3.55%
3.75g'o
3.90%
4.00%
4.00%
4.125%
4.375%
Year
2003
2004
2005
2006
2007
2008
2009
2010
?Al l
2012
2013
2014
* Subsequenr to bid opening, the issue size was not changed
Paz
par !
Par
Paz �
Par ` , .
Par
Par �
Par
Paz
4.125%
4.25'f6
4.40g'a
�
BBI: 5.1090
Average Maturity: 6.202 Years
`
85 E. SEVENTH PLACE, SiIlTE 100
SAINT PAUL, MN 55101-2887
651.223.3000 FA7C:651.223.3002
E-MAQ,: advisors(a�,4prinp,sCed.com
��
$Z�3$���
aa-�c.o
SPRINGSTED
Advisors w t6e Public Se¢or
City of Saint Paul, Minnesota
Taxable General ObGgation Riverfmnt Tax Increment Refunding Bonds, Series 3002C
(Book Entry Only)
Award:
Sale:
United Bankers' Bank
February 27,2002
Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
LTNITED BANKERS' BANK
CRONIN & COMPANY, INCORPORATED
SALOMON SMITH BARNEY
MORGAN STANLEY,
MORGAN STANLEY DW INC.
UBS PAIIVEWEBBER INCORPORATED
CITIZENS BANK
MTi.T.RR Jp�SON STEICHEN
I�NNARD, INC.
BERNARDI SECURTTIES, INCORPORATED
2.90%
3.45%
4.25%
4.60°�i
4.75%
5.00%
5.20%
5.35%
5.50%
5.65%
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
3.00%
4.15%
5.00%
5.10%
535%
5.50%
5.60�
5.70%
3.004'0
3.60%
4.20%
4.50%
4.80%
5.20%
530%
5.50%
SSS%
5.65%
20b3-2004
2005
2006-2007
2008
2009
2010
2011
2012
2003
7A04
?A05
2006
2007
2008
2009
2010
2011
2012
$2,318,655.00 $730,012.50 5.2895%
$2,320,66fi.50 $743,064.75 33807%
$2,315,152.50 $742,611.88 53867%
(Continued)
CORPORATEOFFlCE: SAiNTPAUL,MN . Y�sitmcwebs'veatwww.springsted,wm
DFS MOAIES.IA • MII,WAUKEE� K7 . N11NNfiAPOLLS. MN . OVERLAND PARK, KS . VRGINIA BEACFI, VA . WASHRJG70N. DC
Interest Netinterest True Interest .
Bidder Rates Price Cost Rate
U.S. $ANCORP PIPER JAFFRAY INC. 3.00°k 2003 $2,321,242.05 $751,856.49 5.4408%
WELLS FARGO BROKERAGE 3.40% 2004
SERVICES, I,LC 4.10% 2005
4.60% 2006
' 4.85% 2007
5.20% 2008
5.60% 2009
5.65% 2�10
5.70% 2011
5.75g'o 2012
NBC CAPTTAI. MARKETS GROLTP, INC. 3.W% 2003 $2,321,953.85 $753,077.92 5.4504%
3.625% 2004
4.25% ?A05
4.70% 2006
5.00% 2007
5.25% 2008
5.40�0 2009
SS590 ?A10
5.75% 2011
5.80% 2012
GRIFFIN, KUBIK, STEPFIEIVS & 5.00%a 2003-2006 ' $2,332,76920 �$755,914.13 5.4715%
THOMPSON, INC. 5.25% 2007-2008 ,
5.50% 2009-2010 �
5.625% 2011 �
5.75% 2012
MORGAN KEEGAN & CO., INC. 4.50% 2003-20p5 ' $2,331,330.35 $767,309.03 5.5471%
5.00% 2006-2007
5.50% 2008
5.60% 2009
5.75� 2010 - -
5.80�a 2011
5.85�70 20I2 .
These Bonds are being reoffered az Par.
BBI: 5.10°l0
Average Mauuity: 5.906 Years
* Subsequent to bid openirsg, the issue size was not charsged
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' STI�NDAI2D
&PtJOR'S '
Research:
RATINGSDlREGT
St. Paul, Minnesota; Tax Secured, General Obiigation; Utility, State
Revolving Funds/Pools
Pu6lication date: 25-Feb-2002
Analyst: James Wiemken, Chicago (1) 312-233-7005; Jane Hudson, Chirago (1) 312-233-7012
Credit Profile
$2.3 mil muni debt muni issue ser 2002 C due 2012
Sale date: 27-FEB-2002
$2.9 mil muni debt muni issue ser 2002 S due 2014
Sale date: 27-FEB-2002
$19 mil muni debt muni issue ser 2002 A due 2012
Sale date: 27-FEB-2002
AFFIRMED
St Paui, Minnesota
$227.243 mil. St Paul
St Paul Port Auth, Minnesota
$16.080 mil. St Paul Port Auth (St Paui)
OUTLOOK:
� Rationale
AAA
AAA
AAA
AAA
AAA
STABLE
The'AAA' reting on St. Paul, Minn.'s GO bonds reflects the city's:
oa-- �c.o
• Deep and diverse local economy, which participates in the even broader Minneapolis-St. Paui
MSA economy;
• Consistentiy strong financial pertormance;
. Successful redevelopment efforts, which have heiped spur downtown St. Paul's recovery; and
• Development of private and pubiic 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 deciine by more than 50% between 1988 and
1994, aggressive measures were taken to keep and attract businesses to the area. While substantial
investments by the city carried potentiai 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. Paui 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 possibie with graduaily decreasing investments by the city itself.
Economic fundamentals for the city are strong with government, heaith care, insurance, and technology
firms anchoring the deep local employment base. Steady population growth crontinues; 2000 U.S.
Census figures indicate that median househoid 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
fiscai prudence continues with policies for cash flow and contingencies and consistently positive budget
variances from year-to-year. Following a$2.0 million generai fund surplus during 2000, 2001 unaudited
os- �c.o
resufts indicated a$950,000 deficit, representing a$9.8 million positive budget variance. After the smali
drawdown, the generai fund 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 miliion in
GO debt outstanding, $112 miliion is supported by ad valorem taxes; of the remainder, user fees, tax
increment revenues, speciai assessments, and parking revenues are supported by $31 miilion; $34
million; $24 million; and $21 million, respectively.
� Outlook
� 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 outiook reflects
Standard & Poors expectation that the city wilt be able to maintain its strong financia4 posftion.
� Economy
� St. Paui's overall economy continues to share in the strength of the entire Minneapolis-St. Paul MSA. A
diverse employment base includes:
. 3M;
. State govemment;
. U.S. Bancorp Piper Jaffray Inc.;
. HealthEast Care System, Children's Hospitai, United Hospital, and Regions Hospitat;
. St. Paul schools;
. Lawson Software;
. Ecolab Inc.; and
• St. Paui Cos. Inc. and Minnesota Life Insurance Co.
While income projections during the 1990s indicated that both per capita and median household income
leveis for the city were about 8% below national levels, 2000 U.S. Census data from the "Suppiemental
Survey" of the nation's 64 largest cities indicates that St. Paul's median household income is 10%
higher than the median levei for all areas surveyed. �
St. Paul's economy continues to benefit from growth 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 compieted during 2002, more than $1.5 biilion 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 wili 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 piayed 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 taxabie values in 1997-1998. The city has kept annuai 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 surpiuses from 1991 -
2000. Although the city realized a small deficit during 2001, the drawdown was due to planned
expenditures for increased public safety; e-govemment initiatives; and GASB 34 implementation, as
opposed to revenue shortfalls. Even the city's more economically sensitive revenues, such as sales
taxes and hotel-motef laxes, continued to grow during 2001, aibeit at slower retes.
p 3.- lL0
Conservative budgetary practices have aided these strong financial trends. Historically, the city's actual
revenues have averaged 101.3% of the budgeted amount while actuai expenditures have averaged
96.5%. The city holds reserves equal to 10°/a of expenditures for cash flow purposes and now holds
additional reserves equal to 5% 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 OO '1994-2002 Standartl & Poor's, a tlivision of The McG2wHi�I Companies. All Rights �
Reserved. Privaq Policy .�����T�,���������
oa-��o
MOODY'S ASSIGNS Ad2 RATING TO ST. PAUL`S (MN) $24.3 GENERAL
OBI,IGATION 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 $19,000,000
Expected Sale Date 02/27/02
Rating Description General Obligation Unlimited Tax
General Obligation Street Improvement Special Assessment
Bonds, Series 2002B Aa2
Sale Amount $2,915,000
Expected Sale Date 02/27/02
Rating Description General Obligation Unlimited Tax
Taxable General 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,
52,915,000 General Obligation Street Improvement Special
Assessment Bonds, Series 2002B, and $2,335,000 Taxable General
Obligation Riverfront Tax Increment Refunding Bonds, Series
2002C. At this time we have also affirmed the city's Aa2 rating
affecting 5261.6 million of outstanding general obligation bonds.
Psoceeds from the Series 2002A and a portion o£ Series 2002B
bonds will be used to fund various capital impsovements. The
refunding portion of the Series 2002B bonds, $1.9 million, will
be used to refund Series 1991B and 1992B bonds £or a net present
value savings of 9.10 oP refunded principal. The Series 2002C
bonds will be used to refund Series 1993D bonds for a net present
value savings of 8.Sa of refunded principal. The bonds are
ultimately secured by the city's general obliqation 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
£inancial management and strong reserve levels; and a high, but
manageable debt burden.
STATE CAPITAL AND ONGOING RESIDENTIAL REDEVELOPMENT PROVIDE
STABLE ECONOMIC BASE
oa-��o
Saint Pau1 is the state's capital and second largest city.
Although generally a mature usban city, redevelopment and new
residential development have generated healthy tax base growth
averaging 8.7°s Por each of the last five years. Even with the
national economic slowdown, the value o£ 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 Sa 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 2.10 a year ago. Also, the central business
district's overall oPfice vacancy rate increased to 8.1� in 2001
from 5.5% in 2000. Despite some evidence of a slowed local
economy, Moody's expects that the city's aqgressive commercial
and residential redevelopment ef£orts to contribute to healthy
population growth and economic expansion going forward.
TREND OF SOUND FINANCIAL MANAGEMENT, BUT REVENUE AND EXPENDITURE
PRESSURES EXIST
Moody's expects £inancial 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, 476 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
52.5 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 local governments to solve its budget gap.
The city historically appropriates approximately 5% 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, 5951,000, which was much less than the
$10.7 million budgeted. Of the city's 544.6 million of General
Fund reserves, $17.6 million was reserved for cash Plow purposes
and 510.4 million was reserved for next year's budget. The city
maintains $8.8 million, 5.20 oP revenue, in reserve for property
tax relief which would be available if needed for emergencies.
While Moody's believes that reserves are currently adequate, the
state's budqet problems and the need for increased funding £or
,
os-lto
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
6.10, is manageable given continued tax base growth and the use
of special assessments and tax increment revenue to repay
approximately 25°s of the city's direct debt. Debt is amortized
rapidly; 78o is retired within 10 years. Officials report plans
to issue approximately 521.5 million of general obligation debt
in fiscal 2003 to fund the city's onqoing 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 (12IOZ): 4.0%
Deht burden: 6.10
Direct debt burden: 3.5�
Payout of principal (10 years): 78.1%
Fiscal 2000 General Fund balance: $44.6 (26.30 of General Fund
revenues)
ANAI,YSTS :
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
Am �Y.a� _�= eb . a't , ao o a,
�., p -° g '
_ a�.��,1. ._..,
Presented By
Referted To
Committee:
ACCEPTING PROPOSAL ON SALE OF APPROXINIATELY
$2,915,000 GENERAL OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BONDS, SERIES 2002B,
PROVIDING FOR THEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
WHEREAS, the Director, Office of Financial Services, has presented proposals
received for the sale of approximately $2,915,000 General Obligation Street Improvement
Special Assessment Bonds, Series 2002B (the "Bonds"), of the City of Saint Paul, Minnesota
(the "City"); and
WHEREAS, the proposals set forth on Exhibit A attached hereto were received
pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 1030 A.M.,
Central Time, this same day; and
WHEREAS, the Director, Office of Financial Services, has advised this Council
that the proposal of v,.s, r •, � �,�as found to be the most advantageous and
has recommended that said proposal be accepte , and
WHEREAS, the City Council of the City has heretofore determined that it is
necessary and expedient to provide moneys for a current refunding of (1) the outstanding bonds
of the General Obligation Street Improvement Special Assessment Bonds, Series 1991B, dated
March l, 1991, as the date of original issue (the "Prior 1991 Bonds"), which are callable on
March i, 1999, and on any day thereafter, and (2) the outstanding bonds of the General
Obli?ation Street Improvement Special Assessment Bonds, Series 1992B, dated March l, 1992
as the date of original issue (the "Prior 1992 Bonds"), which are callable on March 1, 2000, and
on any day thereafter; and
WHEREAS, the Prior 1991 Bonds and Prior 1992 Bonds are collectively the
"Prior Bonds"; and
WHEREAS, refunding with the proceeds of the Bonds the outstanding Priar
Bonds maturing after March 1, 2002, for payment on April 1, 2002, is consistent with covenants
made with the holders thereof, and is necessary and desirable for the reduction of debt service
costs; and
WHEREAS, the proceeds of the Bonds will also finance certain street
improvements to be specially assessed, for which the City is proceeding pursuant to its Charter
and not Minnesota Statutes, Chapter 429, with any excess to be used for any other puxpose
permitted by law; and
Pa�� S � � 3 , '-t , � � } a� � a � � 3 0
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
Council File # � e1 ` � �.�
Green Shee[ # �� s e_�
'30
1377608v2
o�. • tc.o
WHEREAS, the City has heretofore issued registered obligations in certificated
form, and incurs substantial costs associated with their printing and issuance, and substantial .
continuing transaction costs relating to their payment, transfer and exchange; and
WHEREAS, the City has detemiined that significant savings in transaction costs
will result from issuing bonds in "giobal book-entry form", by which bonds aze issued in
certificated form in lazge denominations, registered on the books of the City in the name of a
depository or its nominee, and held in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities clearance and settlement system (the
"National System") registers transfers of ownership interests in the bonds by making
computerized book entries on its own books and distributes payments on the bonds to its
Participants shown on its books as the owners of such interests; and such Participants and other
banks, brokers and dealers participating in the National System will do likewise (not as agents of
the City) if not the beneficial owners of the bonds; and
WfIEREAS, "Participants" means those financial institutions for whom the
Depository effects book-entry transfers and pledges of securities deposited and immobilized with
the Depository; and
WFIEREAS, The Depository Tnxst Company, a limited purpose trust company
organized under the laws of the State of New York, or any of its successors or successors to its
functions hereunder (the "Depository"), will act as such depository with respect to the Bonds
except as set forth below, and the City has heretofore delivered a letter of representations (the
"Letter of Representations") setting forth various matters relating to the Depository and its role
with respect to the Bonds; and
WHEREAS, the City will deliver the Bonds in the form of one certificate per
maturity, each representing the entire principal amount of the Bonds due on a particular maturity
date (each a"Global Certificate"), which single certificate per maturity may be transferred on the
City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
denominations unless the City determines to issue Replacement Bonds as provided below; and
WHEREAS, the City will be able to replace the Depository or under certain
circumstances to abandon the "global book-entry form" by permitting the Global Certificates to
be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
register; and "Replacement Bonds" means the certificates representing the Bonds so
authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and
WHEREAS, "Holder" as used herein means the person in whose name a Bond is
registered on the registration books of the City maintained by the registrar appointed as provided
in paragraph 8(the "Bond Registraz"); and
WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
"participating undenvriters" from purchasing or selling the Bonds unless the City undertakes to
provide certain continuing disclosure with respect to the Bonds; and
WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
public sale requirements do not apply to the Bonds if the City retains an independent financial
1377608v2 Z
Amcv.�.c� po�� - t'�b. �.*1� �oo�
advisor and determines to sell the Bonds by private negotiation, and the City has instead
authorized a competitive sale without publication of notice thereof as a form of private
negotiation; and
VJHEREAS, proposals for the Bonds have been solicited by Springsted
Incorporated pursuant to an Official Statement and Terms of Proposal therein; and
oa- ���
WHEREAS, in the Terms of Proposal relating to the Bonds the City reserved the
right to increase or decrease the issue size from the proposed $2,915,000 by not to exceed
$75,000, and to adjust the purchase price so that the adjusted purchase price bears the same ratio
to the adjusted principal as the proposal beazs to $2,915,000; and
WHEREAS, the City has detemuned not to adjust the principal amount from the
proposed $2,915,000:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
Paul, Minnesota, as follows:
1. Acceptance of Proposal. The proposal of U.S. Bancorp Piper Jaffray Inc.
(the "Purchaser") to purchase $2,915,000 General Obligation Street Improvement Special
Assessment Bonds, Series 2002B, of the City (the "Bonds", or individually a"Bond"), in
accordance with the Terms of Proposal for the bond sale, at the rates of interest hereinaRer set
forth, and to pay therefar the sum of $2,891,680, plus interest accrued to settlement, is hereby
found, determined and declared to be the most favorable proposal received and is hereby
accepted, and the Bonds are hereby awarded to the Purchaser. The Director, Office of Financial
Services, or his designee, is directed to retain the deposit of the Purchaser and to forthwith retum
to the others making proposals their good faith checks or drafts.
2. Title• Originai Issue Date' Denominations; Maturities. The Bonds shall be
titled "General Obligation Street Improvement Special Assessment Bonds, Series 2002B", shall
be dated March 1, 2002, as the date of original issue and shall be issued forthwith on or after
such date as fully registered bonds. The Bonds shall be numbered from R-1 upward. Global
Certificates shall each be in the denomination of the entire principal amount maturing on a single
date, or, if a portion of said principal amount is prepaid, said principal amount less the
prepayment. Replacement Bonds, if issued as provided in paragraph 6, shall be in the
denomination of $5,000 each or in any integral multiple thereof of a single maturity. The Bonds
shall mature on March 1 in the years and amounts as follows:
i3�76osvz
A�.4..�.<J Pa��. -�= ti. aZ, aa�� 01_�40
Yeaz
2003
2004
2005
2006
2007
2008
Amount
$380,000
255,Q�Q
245,000
235,000
230,000
225,000
Year
2009
2Q10
2011
2012
2013
2014
Amount
$220,000
215,000
210,000
205,000
125,000
370,000
3. Purpose; Fin�. The Bonds in part shall provide funds for the
construction of various street improvements (the "Improvements") in the City, and any excess
construction funds 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 of the Bonds availabie for this purpose. Work on
the Improvements shall proceed with due diligence to completion. The Bonds (together with
other available fixnds in the Debt Service Funds created for the Prior Bonds) in part shali also
provide funds for a current refunding of all of the outstanding Prior Bonds matuiing after 2002
(which callable Prior Bonds are herein also referred to as the "Refunded Bonds"). The Prior
Bonds were issued to finance the costs of various street improvements (the "Priar
Improvements ). It is hereby found, determined and declared that this refunding of the Prior
,�
Bonds is pursuant to Minnesota Statutes, Section 475.67, and is necessary or desirable for the
reduction of debt service costs.
4. Interest The Bonds shall bear interest payable semiannually on March 1
and September 1 of each year (each, an"Interest Payment Date"), commencing September 1,
2002, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates
per annum set forth opposite the maturity years as follows:
Maturitv Year
2003
2004
2005
2006
2007
2008
Interest Rate
1.450%
2.200
2.700
3.000
3350
3.550
Maturity Year
2009
2010
2011
2012
2013
2014
Interest Rate
3.750%
3.900
4.000
4.000
4.125
4375
5. Description of the Global Certificates and Global Book-Entrv Svstem.
Upon their original issuance the Bonds will be issued in the form of a single Global Certificate
for each maturity, deposited with the Depository by the Purchaser and immobilized as provided
in para�aph 6. No beneficial owners of interests in the Bonds will receive certificates
representing their respective interests in the Bonds except as provided in paragraph 6. Except as
so provided, during the term of the Bonds, beneficial ownership (and subsequent transfers of
" 1377608v2 4
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beneficial ownership) of interests in the Global Certificates will be reflected by book entries
made on the records of the Depository and its Participants and other banks, brokers, and dealers
participating in the National System. The Depository's book entries of beneficial ownership
interests are authorized to be in increments of $5,000 of principal of the Bonds, but not smaller
increments, despite the larger authorized denominations of the Global Certificates. Payment of
principal of, premium, if any, and interest on the Global Certificates will be made to the Bond
Registrar as paying agent, and in tum by the Bond Registrar to ttie 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.
Payment of principal of, premium, if any, and interest on a Global Certificate may
in the City's discretion be made by such other method of transferring funds as may be requested
by the Holder of a Global Certificate.
6. Immobilization of Global Certificates bv the Depositorv: Successor
Depository; Replacement Bonds. Pursuant to the request of the Purchaser to the Depository,
which request is required by the Terms of Proposal, immediately upon the original delivery of
the Bonds the Purchaser will deposit the Global Certificates representing ali of the Bonds with
the Depository or its agent. The Giobal 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 pazagraph and in paragraph 12.
Certificates evidencing the Bonds may not after their original delivery be
transferred or exchanged except:
(i) Upon registration of transfer of ownership of a Global Certificate, as provided
in pua�raph 12,
(ii) To any successor of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the Depository or any substitute depository
must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
(iii) To a substitute depository designated by and acceptable to the City upon (a)
the determination by the Depository that the Bonds shall no longer be eligible far its
depository services or (b) a determination by the City that the Depository is no longer
able to carry out its fiznctions, provided that any substitute depository must be qualified to
act as such, as provided in clause (ii) of this subparagraph, or
1377608v2
p�_ �c. o
(iv) To those persons to whom transfer is requested in written transfer instructions
in the event that:
(a) the Depository shali resign or discontinue its services for the Bonds
and the City is unable to locate a substitute depository within two (2) months
foilowing the resignation or detemiination of non-eligibility, or
(b) upon a determination by the City in its sole discretion that (1) the
continuation of the book-entry system described herein, which precludes the
issuance of certificates (other than Global Certificates) to any Holder other than
the Depository (or its nominee), might adversely affect the interest of the
beneficiai owners of the Bonds, or (2) that it is in the best interest of the beneficial
owners of the Bonds that they be able to obtain certificated bonds,
in either of which events the City shall notify Holders of its detennination and of the
availability of certificates (the "Replacement Bonds") to Holders requesting the same and
the registration, transfer and exchange of such Bonds will be conducted as provided in
paragraphs 9B and 12 hereof.
In the event of a succession of the Depository as may be authorized by this
pazagraph, the Bond Registraz upon presentation of Global Certificates shall register their
transfer to the substitute or successor depository, and the substitute or successor depository shall
be treated as the Depository for all purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor depository unless the City and the
substitute or successor depository so agree, and a similar agreement may be entered into.
7. Redemption.
(a) Ootional Redemvtion; 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 subj ect 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 Registraz. Bonds
or portions thereof called for redemption shall be due and payable on the redemption date, and
interest thereon shall cease to accrue from and aRer the redemption date.
(b) Notation on Global Certificate. Upon a reduction in the aggregate principal
amount of a Global Certificate, the Holder may make a notation of such redemption on the panel
provided on the Global Certificate stating the amount so redeemed, or may retum the Global
Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the
Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for
reference only, and may not be relied upon by any other person as being in any way
determinative of the principal amount of such Global Certificate outstanding, unless the Bond
Registrar has signed the appropriate column of the panel.
1377608v2
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(c) Selection of Replacement Bonds. To effect a partial redemption of Replacement
Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption
shail assign to each Replacement Bond having a common maturity date a distinctive number for
each $5,000 of the principal amount of such Replacement Bond. The Bond Registraz shall then
select by lot, using such method of selection as it shall deem proper in its discretion, from the
numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Replacement Bonds to be redeemed. The
Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned
numbers so selected; provided, however, that only so much of the principal amount of each such
Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
$5,000 for each number assigned to it and so selected.
(d) Partial Redemption of Reqlacement Bond. 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 inshument of transfer in form satisfactory to the City and Bond
Registrar duly executed by the Holder thereof or his, her or its attomey duly authorized in
writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and
deliver to the Holder of such Replacement Bond, without service charge, a new Replacement
Bond or Bonds of the same series having the same stated maturity and interest rate and of any
authorized denomination or denominations, as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
(e) Request for Redem�tion. The Bond Registraz shall call Bonds for redemption and
payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior
to the redemption date of a request of the City, in written form if the Bond Registrar is other than
a City officer. Such request shall specify the principai amount of Bonds to be cailed for
redemption and the redemption date.
(� Notice. Mailed notice of redemption shall be given to the paying agent (if other
than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds
for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give
written notice in the name of the City of its intention to redeem and pay such Bonds at the office
of the Bond Registrar. Notice of redemption shall be given by first class mail, postage prepaid,
mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
redeemed, at the address appearing in the Bond Register. All notices of redemption shall state:
(i) The redemption date;
(ii) The redemption price;
(iii) If less than all outstanding Bonds are to be redeemed, the idenUfication
(and, in the case of partial redemption, the respective principal amounts) of the Bonds to
be redeemed;
1377608v2 �]
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(iv) That on the redemption date, the redemption price will become due and
payable upon each such Bond, and that interest thereon shall cease to accrue from and
after said date; and
(v) The place where such Bonds aze to be surrendered for payment of the
redemption price (which shall be the office of the Bond Registrar).
(g) Notice to Depositorv. Notices to The Depository Trust Company or its nominee
shall contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than
the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such
notice to the Depository on the business day next preceding the date of mailing of such notice to
all other Holders.
8. Bond ReQistrar. U.S. Bank Trust National Association, in Saint Paul,
Minnesota, is appointed to act as bond registraz and transfer agent with respect to the Bonds (the
"Bond Registrar"), and shali do so unless and until a successor Bond ltegistrar is duly appointed,
all pursuant to any contract the City and Bond Registrar shall execute which is consistent
herewith. A successor Bond Registrar shall be an officer of the City or a bank or trust company
eligible for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may
be appointed pursuant to any contract the City and such successor Bond Registrar shall execute
which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and
untii a successor paying agent is duly appointed. Principal and interest on the Bonds shall be
paid to the Holders (or record holders) of the Bonds in the manner set forth in the forms of Bond
and paragraph 14 of this resolution.
9. Forms of Bond The Bonds shall be in the form of Global Certificates
unless and until Replacement Bonds aze made available as provided in paragraph 6. Each form
of bond may contain such additional or different terms and provisions as to the form of payment,
record date, notices and other matters as are consistent with the Letter of Representations and
approved by the City Attomey.
A. Global Certificates. The Global Certificates, together with the Certificate of
Registration, the Register of Partial Payments, the form o£Assignment and the registration
information thereon, shall be in substantially the following form and may be typewritten rather
than printed:
7377608v2
b a.,,_ 1c.a
LJNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CTTY OF SAINT PAUL
R-
INTEREST
ItATE
GENERAL OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BOND, SERIES 2002B
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
March 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
March 1, 2002
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 eazlier redemption, and to
pay interest thereon semiannually on Mazch 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 230 p.m., Eastem 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., Eastem time,
and may make a notation on the panel provided herein of such redemption, stating the amount so
redeemed, or may return the Bond to the Bond Registrar in exchange for a new Bond in the
proper principal amount. Such notation, if made by the Holder, shall be for reference only, and
may not be relied upon by any other person as being in any way determinative of the principal
amount of this Bond outstanding, unless the Bond Registrar has signed the appropriate column of
the panel. Interest on this Bond will be paid on each Interest Payment Date in same-day funds
by 2:30 p.m., Eastern time, to the person in whose name this Bond is registered (the "Holder" or
"Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendaz month
preceding such Interest Payment Date (the "Regulaz Record Date"). Interest payxnents shall be
received by the Holder no later than 2:30 p.m., Eastern time; and principal and premium
1377608v2
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payments shall be received by the Holder no later than 2:30 p.m., Eastem time, if the Bond is
surrendered for payment enough in advance to permit payment to be made by such time. Any
interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of
the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close
of business on a date (the "Special Record Date") fixed by the Bond Registraz whenever money
becomes available for payment of the defaulted interest. Notice of the Special Record Date shall
be given to Bondholders not less than ten days prior to the Special Record Date. The principal of
and premium, if any, and interest on this Bond aze payable in lawful money of the United States
of America.
Date of Pavment Not Business Dav. If the date for payment of the principal o�
premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
which banking institutions in the City of New York, New York, or the city where the principal
office of the Bond Registraz is located aze authorized by law or executive order to close, then the
date for such payment shail be the next succeeding day which is not a Saturday, Sunday, legal
holiday or a day on which such banking institutions aze authorized to close, and payment on such
date shall have the same force and effect as if made on the nominal date of payment.
Redemption. All Bonds of this issue (the "Bonds") maturing after March 1, 2010,
aze subject to redemption and prepayment at the option of the Issuer on such date and on any day
thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
prepaid in such order of maturity and in such amount per maturity as the City shall determine;
and if only part of the Bonds having a common maturity date aze called for prepayment, this
Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for
redemption shali be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date.
Notice of Redemption. Mailed notice of redemption shall be given to the paying
a�ent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereof will be given by first class mail
mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP" numbers assigned to the Bonds
shail be used.
Reolacement or Notation of Bonds after Partial Redemption. Upon a partial
redemption of this Bond which results in the stated amount hereof being reduced, the Holder
may in its discretion make a notation on the panel provided herein of such redemption, stating
the amount so redeemed. Such notation, if made by the Holder, shali be for reference only, and
may not be relied upon by any other person as being in any way determinative of the principal
amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of
the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written insriument of transfer in forxn satisfactory to the
Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attomey duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registraz shall
authenticate and deliver to the Holder of such Bond, without service chazge, a new Bond of the
same series having the same stated maturity and interest rate and of the authorized denomination
1377608v2 1 Q
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in aggregate principal amount equai to and in exchange for the unredeemed portion of the
principal of the Bond so surrendered.
Issuance; Purpose: General Obli�ation. This Bond is one of an issue in the total
principal amount of $2,915,000, all of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination and redemption privilege, which Bond has been issued
pursuant to and in full confomuty with the Constitution and laws of the State of Minnesota and
the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer
on February 27, 2002 (the "Resolution"), for the purpose of (1) providing money to fmance the
construction of various street improvements in the City and (2) providing funds for a current
refunding of the City's General Obligation Street Improvement Special Assessment Bonds,
Series 1991B and 1992B. This Bond is payable out of a special account relating to the Bonds in
the General Obligation Special Assessments — Streets Debt Service Fund of the Issuer. This
Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and
full payment of its principal, premiuxn, if any, and interest when the same become due, the full
faith and credit and tasing powers of the Issuer have been and are hereby inevocably pledged.
Denominations; Exchanae; Resolution. The Bonds are issuable originally only as
Global Certificates in the denomination of the entire principal amount of the issue maturing on a
singie date, or, if a portion of said principal amount is prepaid, said principal amount Iess the
prepayment. Global Certificates aze not exchangeable for fully registered bonds o£ smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Repiacement Bonds, if made available as provided below, are issuable solely as
fully registered bonds in the denominations of $5,000 and integral muitiples 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.
Reolacement Bonds. Replacement Bonds may be issued by the Issuer in the event
that:
(a) the Depository shall resign or discontinue its services for the Bonds, and only
if the Issuer is unable to locate a substitute depository within two (2) months following
the resignation or determination of non-eligibility, or
(b) upon a determination by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the Resolution, which precludes the
issuance of certificates (other than Global Certificates) to any Holder other than the
Depository (ar its nominee), might adversely affect the interest of the beneficial owners
of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that
they be able to obtain certificated bonds.
Transfer. This Bond shall be registered in the name of the payee on the books of
the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his,
her or its name and note the date of registration opposite the name of the payee in the certificate
7377608v2 1 1
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of registration attached hereto. Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights
and powers of an owner unril this Bond is presented with such assignment for registration of
transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
and effecfive, and unril such transfer is registered on said books and noted hereon by the Bond
Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with, or notice to, the Bond Registraz.
Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other
restrictions if required to qualify this Bond as being "in registered form" within the meaning of
Section 149(a) of the federal Internal Revenue Code of 1986, as amended.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registraz may treat the
person in whose name this Bond is registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided with respect to the Record Date) and
for all other purposes, whether or not this Bond shali be overdue, and neither the Issuer nor the
Bond Registrar shali be affected by notice to the contrary.
Authentication. This Bond shail not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
been executed by the Bond Registrar.
Not Qualified Tax-Exempt Obli atQ ions. The Bonds have not been designated by
the Issuer as "qualified tas-exempt obligations" for purposes of Section 265(b)(3) of the federal
Intemal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
done, have happened and have been performed, in regular and due form, time and manner as
required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
does not exceed any constitutional or statutory or Charter limitation of indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
its City Council has caused this Bond to be executed on its behalf by the photocopied facsimile
signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and
countersigned by the photocopied facsimile signature of its Director, Office of Financial
Services, the official seal having been omitted as permitted by law.
1377608v2 IZ
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Date of Registration:
BQND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registraz
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, NIINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Street Improvement Special Assessment Bond, Series 2402B, No. R-_
1377608v2 13
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CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made only by the
registered owner or his, her or its legal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNBR BOND REGISTRAR
1377608v2 14
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REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
Date Amount Bondholder Bond Re ��straz
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.
1377608v2 1$
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicabie laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
1377608v2 j (
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the attached
Bond and does hereby urevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration
thereof, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond
with the name as it appears upon the face of the attached
Bond in every particular, without alteration or any change
whatever.
Signature Guaranteed:
Signature(s) must be guazanteed by a national bank or hust company or by a brokerage firm
having a membership in one o£the major stock exchanges or any other'Bligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners
if the Bond is held by joint account.)
1377608v2 1�]
�2�- � `�
B. Replacement Bonds. If the City has notified Holders that Replacement Bonds
have been made available as provided in pazagraph 6, then for every Bond thereafter transfened
or exchanged (including an exchange to reflect the partial prepayment of a Globai Certificate not
previously exchanged for Replacement Bonds) the Bond Registrar shall deliver a certificate in
the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global
Certificate shail not otherwise be required to exchange the Global Certificate for one or more
Replacement Bonds since the City recognizes that some beneficial owners may prefer the
convenience ofthe Depository's registered ownership ofthe Bonds even though the entire issue
is no longer required to be in global book-enhy form. The Replacement Bonds, together with the
Bond Registrar's Certificate of Authentication, the form of Assignment and the registration
information thereon, shali be in substantially the following form, with paragraphs identical to the
form of Globai Certificate stated by heading or initial text oniy:
1377608v2 18
0 �.--1�-
�
GENERAL OBLIGATION STREET INIPROVEMENT
SPECIAL ASSESSMENT BOND, SERIES 2002B
INTEREST
RATE
%
REGISTERED OWNER:
PRINCIPAL AMOUNT:
UIVITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CTTY OF SAINT PAUL
MATURITY
DATE
DATE OF
ORIGINAL ISSLJE
$
CUSIP
Mazch 1,
March 1, 2002
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 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 Mazch 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 3b0-day year of twelve
30-day months) until the principal sum is paid or has been provided for. This Bond will bear
interest �rom 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 of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regulaz 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 shail be payable to the person who is the Holder hereof at the close of business on a
date (the "Special Record Date") fixed by the Bond Registraz whenever money becomes
available for payment of the defaulted interest. Notice of the Special Record Date shall be given
to Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States of
America.
(377608v2 _ 19
62--��-
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
FOR ALL PURPOSES FIAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED ....
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
its City Councii has caused this Bond to be executed on its behalf by the original or facsimile
signature of its Mayor, attested by the original or facsimile signature of its Clerk, and
countersigned by the original or facsimile signature of its Director, Office of Financial Services,
the official seal having been omitted as permitted by law.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL;
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
1377608v2 2,0
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ON REVERSE OF BOND
Date of Pavment Not Business Day.
Redemption. All Bonds of this issue (the "Bonds") maturing after Mazch i, 2010,
are subject to redemption and prepayment at the option of the Issuer on such date and on any day
thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
prepaid in such order of maturity and in such amount per maturity as the City shall deterxnine;
and if only part of the Bonds having a common maturity date aze called for prepayment, the
specific Bonds to be prepaid shall be chosen by lot by the Bond Registraz. Bonds or portions
thereof called for redemption shall be due and payable on the redemption date, and interest
thereon shall cease to accrue from and after the redemption date.
Notice of Redemntion.
Selection of Bonds for Redem�t�ion. To effect a partial redemption of Bonds
having a common maturity date, the Bond Registrar shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that oniy so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a
Bond is to be redeemed only in part, it shall be surrendered to the Bond 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, without service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any authorized
denomination or denominations, as requested by such Holder, in aggegate principal amount
equal to and in exchange for the uru portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obli ag tion.
Denominations; Exchan�e; Resolution. The Bonds aze issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and aze exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registraz, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by his, her or its
attomey duly authorized in writing at the principal office of the Bond Registrar upon
presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
is��aos�z 21
a� -��-c�
provided in the Resolution and to reasonable regulations of the Issuer contained in any
agreement with, or notice to, the Bond Registraz. Thereupon the Issuer shall execute and the
Bond Registrar shali authenticate and deliver, in exchange for this Bond, one or more new fully
registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or
similar desi�atiori), of an authorized denomination or denominations, in aggregate principal
amount equai to the principal amount of this Bond, of the same maturity and bearing interest at
the same rate.
Fees unon Transfer or Loss.
Treatment ofRegistered Owner.
Authentication
Not Oualified Tax-Exempt Oblieations.
ABBREVIATIONS
1377608v2 22
o1-w�
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint attorney to
transfer the Bond on the books kept for the registration thereof, with full power of substitution in
the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with
the name as it appeazs upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guazantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
conceming the transferee requested below is provided.
Name and Address:
(Include information for all joint owners
if the Bond is held by joint account.)
1377608v2 23
O a. _lc.o
10. Execution. The Bonds shall be executed on behalf of the City by the
signatures of its Mayor, Clerk and D'uector, Office of Financial Services, each with the effect
noted on the forxns of the Bonds, and be sealed with the seal of the City; provided, however, that
the seai of the City may be a printed or photocopied facsimile; and provided fiirther that any of
such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted
on the Bonds as pernutted 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 facsunile signature of that officer
who may act on behalf of such absent or disabled officer. In case any such officer whose
signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer
before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he or she had remained in office until delivery.
11. Authentication; Date of 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 Registraz. Certificates of
Authentication on different Bonds need not be signed by the same person. The Bond Registrar
shall authenticate the signatures of officers of the City on each Bond by execution of the
Certificate of Authentication on the Bond and by inserting as the date of registration in the space
provided the date on which the Bond is authenticated. For purposes of delivering the original
Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the
date of original 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.
12. Registration; Transfer; Exchan�e. The City will cause to be kept at the
principal office of the Bond Registrar a bond register in which, subject to such reasonable
regulations as the Bond Registrar may prescribe, the Bond Registraz shall provide for the
registration of Bonds and the registration of transfers of Bonds entitled to be registered or
transfesed as herein provided.
A Global Certificate shall be registered in the name of the payee on the books of
the Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar,
who will endorse his or her name and note the date of registration opposite the name of the payee
in the certificate of registration on the Global Certificate. Thereafter a Global Certificate may be
transfened by delivery with an assignment duly executed by the Holder or his, her or its legal
representative, and the City and Bond Registraz 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 snch transfer is registered
on said books and noted thereon by the Bond Registrar, all subject to the terms and conditions
provided in the Resolution and to reasonable regulations of the City contained in any agreement
with, or notice to, the Bond Registrar.
Transfer of a Global Certificate may, at the direction and expense of the City, be
subj ect to other restrictions if required to qualify the Global Certificates as being "in registered
1377608v2 2,4
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form" within the meaning of Section 149(a) of the federal Intemal Revenue Code of 1986, as
amended.
If a Global Certificate is to be exchanged for one or more Replacement Bonds, all
of the principal amount of the Global Certificate shall be so exchanged.
Upon surrender for transfer of any Replacement Bond at the principal office of
the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall
authenticate, insert the date of registration (as provided in pasagraph 1 l� of, and deliver, in the
name of the designated transferee or transferees, one or more new Replacement Bonds of any
authorized denomination or denominations of a like aggregate principal amount, having the same
stated mahxrity and interest rate, as requested by the transferor; provided, however, that no bond
may be registered in blank or in the name of "beazer" or similaz designation.
At the option of the Holder of a Replacement Bond, Replacement Bonds may be
exchanged for Replacement Bonds of any authorized denomination or denominations of a like
aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are
so surrendered for exchange, the City shail execute (if necessary), and the Bond Registrar shall
authenticate, insert the date of registration of, and deliver the Replacement Bonds which the
Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
Global Certificates of smaller denominations.
All Bonds surrendered upon any exchange or transfer provided for in this
resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as
directed by the City.
All Bonds delivered in exchange for or upon transfer of Bonds shail be valid
general obligations of the City evidencing the same debt, and entitied to the same benefits under
this resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly
endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond
Registrar, duly executed by the Holder thereof or his, her or its attomey duly authorized in
writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection with the transfer or exchange of any Bond and
any legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in
any agreement with, or notice to, the Bond Registrar, including regulations which permit the
Bond Registrar to close its transfer books between record dates and payment dates.
13. Riehts Upon Transfer or Exchanee. Each Bond delivered upon transfer of
or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
1377b08v2 25
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14. Interest Payment: Record Date. Interest on any Giobal Certificate shall be
paid as provided in the first pazagraph 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 timely paid shall cease to be payable to the person who
is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the
Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond
Registrar whenever money becomes available for payment of the defaulted interest. Notice of
the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten
(10) days prior to the Special Record Date.
15. Holders; Treatment of Reeistered Owner; Consent of Holders.
A. For the purposes of all actions, consents and other matters affecting Holders of the
Bonds, other than payments, redemptions, and purchases, the City may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person
in whose name the Bond is registered. Far 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.
B. The City and Bond Registrar may treat the person in whose name any Bond is
registered as the owner of such Bond for the purpose of receiving payment of principal of and
premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such
Bond and for ali other purposes whatsoever whether or not such Bond shall be overdue, and
neither the City nor the Bond Registrar shall be affected by notice to the contrary.
C. Any consent, request, direction, approval, objection or other instrument to be signed
and executed by the Holders may be in any number of concurrent writings of similar tenor and
must be signed or executed by such Holders in person or by agent appointed in writing. Proof of
the execution of any such consent, request, direction, approval, objection or other instrument or
of the writing appointing any such agent and of the ownership of Bonds, if made in the following
manner, shall be sufficient for any of the purposes of this Resolution and shali be conclusive in
favor of the City with regard to any action taken by it under such request or other inshument,
namely:
(1) The fact and date of the execution by any person of any such writing may be
proved by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such writing
acknowledged before him or her the execution thereof, or by an affidavit of any witness
to such execution.
(2) Subject to the provisions of subparagraph (A) above, the fact of the ownership
by any person of Bonds and the amounts and numbers of such Bonds, and the date of the
holding of the same, may be proved by reference to the bond register.
1377608v2 'L,(
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16. Deliverv: ADnlication of Proceeds. The Global Certificates when so
prepazed and executed shall be delivered by the Director, Office ofFinancial Services, to the
Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
proper application thereof.
17. Funds. There is hereby created a special fund to be designated the "2002
Capital Projects Fund" (numbered G02, the "Capital Fund"), to be admiuistered and maintained
by the City Treasurer as a bookkeeping account separate and apart from all other accounts
maintained in the official fmancial records of the City. There has been heretofore created and
established the "General Obligation Special Assessments -- Streets Debt Service Fund"
(numbered 963, the "Debt Service Fund"). For the convenience and proper administration of the
moneys to pay the Prior Bonds, there is hereby created the "2002 Streets Refunding Fund", to be
administered and maintained as a bookkeeping account separate and apart from all other
accounts maintained on the official financial records of the City. The 2002 Streets Refunding
Fund shall be maintained in the manner herein specified until all of the Prior Bonds have been
paid. The Capital Fund, and Debt Service Fund shall be maintained in the manner herein
specified until all of the Bonds and the interest thereon have been fully paid.
(i) Capital Fund. To the Capital Fund there shall be credited the proceeds of
the sale of the Bonds, less amounts deposited in the 2002 Streets Refiznding Fund, less
accrued interest received on the Bonds, and less any amount paid for the Bonds in excess
of $2,888,�65. From the Capital Fund there shall be paid all costs and expenses of
making the Improvements listed in paragraph 18, after they have been ordered in
accordance with the Charter of the City, including the cost of any construction contracts
heretofore let and all other costs incurred and to be incurred of the kind authorized in
Minnesota Statutes, Section 475.65 (including interest on the Bonds payable during the
construction period); and the moneys in the Capital Fund shall be used for no other
purpose except as otherwise provided by law; provided that the proceeds of the Bonds
may also be used to the extent necessary to pay interest on the Bonds due prior to the
anticipated date of commencement of the collection of taxes or special assessments
herein covenanted to be levied; and provided further that if upon completion of the
Improvements there shall remain any unexpended balance in the Capital Fund, the
balance may be transferred by the Council to the fund of any other improvement
instituted pursuant to the City's Charter or Minnesota Statutes, Chapter 429, or used to
pay the costs of any other purpose permitted by law, or transferred to the Debt Service
Fund. All earnings on the Capital Fund shall be transferred to the Debt Service Fund, or
may be retained in the Capital Fund.
(ii) 2002 Streets RefundinQ Fund. Proceeds of the sale of the Bonds
sufficient, with other available moneys, to redeem the Refunded Bonds on April 1, 2002,
shall be deposited in the 2002 Streets Refunding Fund and used in paying the Refunded
Bonds upon their redemption on April l, 2002. The moneys in the 2002 Streets
Refunding Fund shall be used solely for the purposes herein set forth and for no other
purpose. Any excess in the 2002 Streets Refunding Fund after the payment of the
Refunded Bonds shall be deposited in the Debt Service Fund.
' 1377608v2 2"]
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(iii) Debt Seroice Fund. There is hereby pledged and there shall be credited to
a special account relating to the Bonds in the Debt Service Fund: (a) coilections of
special assessments herein covenanted to be levied with respect to the Improvements, to
the extent provided in pazagraph 19; (b) coliections after April 1, 2002, of special
assessments levied with respect to the Prior Improvements; (c) all accrued interest
received upon delivery of the Bonds; (d) all funds paid for the Bonds in excess of
$2,888,765; (e) any coliections of all taaces which are levied herein, or which may
hereafter be levied in the event that the special assessments herein pledged to the
payment of the Bonds and interest thereon aze insufficient therefor; ( fl all funds
remanung in the Capital Fund a$er completion of the Improvements and payment of the
costs thereof, not so transfened to the account of another improvement or used to pay the
costs of any other purpose permitted by law; (g) amounts transfened from the 2002
Streets Refunding Fund; (h) balances after April 1, 2002, remaining in the Debt Service
Funds established for the Prior Bonds; and (i) all investment earnings on moneys held in
such special account in the Debt Service Fund or (at the City's option) on moneys held in
the Capital Fund. If moneys in the special account of the Debt Service Fund should ever
be insufficient to pay debt service on the Bonds, the Bonds shali be paid from the Debt
Service Fund or any other special account therein, and the Bonds are hereby made
payable from the Debt Service Fund and any other special accounts therein for this
purpose. Amounts drawn from the Debt Service Fund or any special account therein may
be repaid with or without interest when moneys sufficient for such repayment are
deposited in the special account relating to the Bonds in the Debt Service Fund.
The special account relating to the Bonds in the Debt Service Fund shall be used
solely to pay the principal and interest and any premiums for redemption of the Bonds and any
other general obligation bonds of the City hereafter issued by the City and made payable from
such special aceount in the Debt Service 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 inveshnents or to replace funds which were used directly or indirectly to
acquire higher yielding investments, except (1) for a reasonable temporary period until such
proceeds are needed for the purpose for which the Bonds were issued, and (2) in addition to the
above in an amount not greater than five percent (5%) of the proceeds of the Bonds. To this
effect, any sums from time to time held in the Capital Fund, in the 2002 Streets Refunding Fund
or in such special account in the Debt Service Fund (or any other City fund or 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 arbitrabe regulations may be invested without
regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions
imposed by said azbitrage regulations on such investments after taking into account any
applicable "temporary periods" or "minor portion" made available under the federal arbitrage
regulations. In addition, the proceeds of the Bonds and money in the Capital Fund or in the 2002
Streets Refunding Fund or in such special account in the Debt Service Fund shall not be invested
in obligations or deposits issued by, guaranteed by or insured by the United States or any agency
or instrumentality thereof if and to the extent that such investment would cause the Bonds to be
"federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue
Code of 1986, as amended (the "Code").
1377608v2 'Lg
\�lr�.c..�,�c� �sg� — � ��0. a'?, 3-003�
V
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18. Assessments; Coverage Test. The City Council has heretofore
determined, and does hereby determine, to proceed with the Ixnprovements and special
assessments with respect thereto under the provisions of the Charter of the City, rather than the
provisions of Minnesota Statutes, Chapter 429.
It is hereby determined that no less than twenty percent (20%) of the cost to Ihe
City of each Improvement financed hereunder within the meaning of Minnesota Statutes, Section
475.58, Subdivision 1(3), shall be paid by special assessments to be levied against every
assessable lot, piece and parcel of land benefited by the Improvements. The City hereby
covenants and agrees that it will let all construction contracts not heretofore let within one yeaz
after ordering each Improvement financed hereunder unless the resolution ordering the
Ixnprovement specifies a different time limit for the letting of construction contracts and will do
and perform, as soon as they may be done, all acts and things necessary for the final and valid
levy of such special assessments, and in the event that any such assessment be at any time held
invalid with respect to any lot, piece or parcel of land due to any error, defect, or irregularity, in
any action or proceedings taken or to be taken by the City or this Council or any of the City
officers or employees, either in the making of the assessments or in the performance of any
condition precedent thereto, the City and this Council will forthwith do all further acts and take
all further proceedings as may be required by law to make the assessments a valid and binding
lien upon such property.
The special assessments for the Improvements have not heretofore been
authorized, and accordingly, for purposes of Minnesota Statutes, Section 475.55, Subdivision 3,
the special assessments are hereby authorized. Subject to such adjustments as ue required by
conditions in existence at the time the assessments aze levied, the assessments are hereby
authorized and it is hereby determined that the assessments shall be payable in equal,
consecutive, annuai installments, with general taxes for the years shown below and with interest
on the declining balance of all such assessments at a rate per annum approximately one percent
(1%) per annum in excess of the net effective rate of interest on the Bonds:
Improvement
Desi¢nation
Cotta�e/Greenbrier
HoyUMerrill
Amount
$633,244
428 208
Levy Years
Collection
Years
TOTAL
$1,061,452
2002-2021
for all
2003-2022
for all
The special assessments for the Improvements and with respect to the Prior
Improvements shall be such that if collected in full they, together with estimated collections of
other revenues herein pledged for the payment of the Bonds, will produce at least five percent
(5%) in excess of the amount needed to meet when due the principal and interest payments on
the Bonds in every year except the final year (2014). At the time the assessments for the
Improvements are in fact levied the City Council shall, based on the then-cturent estimated
collections of the assessments, make any adjustments in any ad valorem taxes required to be
levied in order to assure that the City continues to be in compliance with Minnesota Statutes,
Section 475.61, Subdivision 1.
,-' t377608v2 Zl�
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19. Lunit on Special Assessments Pled�ed. The City Council hereby finds,
determines and declares that the payxnent of the Bonds does not require the pledge of all the
special assessments which may be levied with respect to the Improvements identified in
paragraph 18, and that it is necessazy, proper and expedient to provide that payments and
prepayxnents of special assessments in excess of the debt service requirements of the Bonds be
put to use for other purposes sooner than upon the termination of the Debt Service Fund. Only
$1,000,000 original principal amount of the special assessments (which amount is the "Pledged
Assessments"), and interest thereon, recognized in paragraph 18 of this Resolution (of which
$214,653 are necessary prior to their scheduled receipt in order to pay debt service on the Bonds
on March 1, 2003) are or shall be pledged to the payxnent of the Bonds, and payments of, or with
respect to, such special assessments in excess of the Pledged Assessments shall be credited
instead to a special account in the Capital Fund, and used for the purpose of paying any
additional costs of the Ixnprovements and the costs of other improvements approved by the City,
as follows: (a) the first $214,653 of all prepayments of special assessments recognized in
paragraph 18 shall be credited to the Debt Service Fund, (b) thereafter until such time as the
special assessments from time to fime outstanding equal in original principal amount the Pledged
Assessments or less, prepayments of any of the special assessments recognized in paragraph 18
shall be treated as prepayments of the portion of the special assessments not pledged to the
Bonds and shall be credited instead to said special account of the Capital Fund, and used as
provided above, and (c) while the special assessments from time to time outstanding equal in
original principal amount the Pledged Assessments or more, regular installment payments made
on the Pledged Assessments only (not all of the special assessments) shall be credited to the Debt
Service Fund, and regular installment payments on that portion, if any, of the remauung
assessments in excess of the Pledged Assessments shall be credited to said special account of the
Capital Fund, and used as provided above. All special assessments collected after April 1, 2002,
with respect to the Prior Improvements are pledged to the payment of the Bonds.
20. Taa� Levy; Covera eg Test. If taaces are levied as provided in the final part
of paragraph 18, the tas levies sha11 be irrepealable so long as any of the Bonds are outstanding
and unpaid, provided that the City reserves the right and power to reduce the levies in the manner
and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3.
To provide moneys for payment of the principal and interest on the Bonds due to
be paid in 2014 there is hereby levied upon all of the tasable property in the City a direct annual
ad valorem taY which shall be spread upon the taac rolls and collected with and as part of other
general property tases in the City for the years and in the amounts as follows:
Year of Tax Year of Taac
Levv Collection Amount
2012 2013 $347,387
The taac levies are such that if collected in full they, together with esrimated
collections of special assessments and other revenues herein pledged far the payment of the
Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when due
the principal and interest payments on the Bonds. The taY levies shall be irrepealable so long as
any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power
is��eos�z 30
oz.-�c.o
to reduce the levies in the manner and to the extent permitted by Minnesota Statutes,
Section 475.61, Subdivision 3.
21. General Obligation Pled�e. For the prompt and full payment of the
principal and interest on the Bonds, as the same respectively become due, the full faith, credit
and taacing powers of the City shall be and aze hereby irrevocably pledged. If the balance in the
special account relating to the Bonds in the Debt Service Fund (as defined in paragraph 17
hereo� is ever insufficient to pay all principal and interest then due on the Bonds payable
therefrom, the deficiency shall be promptly paid out of any oflier funds of the City which aze
available for such purpose, including the general fund of the City and the Debt Service Fund and
the special accounts therein, and such other funds may be reimbursed with or without interest
from the special account in the Debt Service Fund relating to the Bonds when a sufficient
balance is available therein.
22. Other Redemption Monevs. To the extent that the proceeds of the Bonds
are not sufficient to pay the redemption price of the Refunded Bonds, said redemption price shail
be paid from moneys in the Debt Service Funds established for the Prior Bonds.
23. Refunded Bonds; Securitv. Until retirement of the Refiznded Bonds, all
provisions heretofore made for the security thereof shall be observed by the City and all of its
officers and agents.
24. Redemntion of Refunded Bonds. The Refunded Bonds shall be redeemed
and prepaid on April 1, 2002, all in accordance with the terms and conditions set forth in the
Notices of Call for Redemption attached hereto as Exhibit B, which terms and conditions aze
hereby approved and incorporated herein by reference. Notices of Call for Redemption in
substantially such forms shall be given to the Bond Registrar for the Prior Bonds, who shall mail
notice of redemption of the Prior Bonds not less than thirty (30) days prior to the redemption
date.
25. Certificate of Registration. The Director, Office of Financial Services, is
hereby directed to file a certified copy of this Resolution with the officer of Ramsey County,
Minnesota, performing the functions of the county auditor (the "County Auditor"), together with
such other information as the County Auditor shall require, and to obtain the County Auditor's
certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the
tax levy required by law has been made.
26. Records and Certificates. The officers of the City are hereby authorized
and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality
of the issuance of the Bonds, certified copies of all proceedings and records of the City relating
to the Bonds and to the financial condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts relating to the legality and
marketability of the Bonds as the same appear from the books and records under their custody
and control or as otherwise known to them, and all such certified copies, certificates and
affidavits, including any heretofore fiunished, shall be deemed representations of the City as to
the facts recited therein.
1377608v2 31
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27. Negative Covenants as to Use of Proceeds, Improvements and Prior
�rovements. The City hereby covenants not to use the proceeds of the Bonds or to use the
Improvements or Prior Improvements, or to cause or pemut them to be used, or to enter into any
deferred payment arrangements for the cost of the Improvements or Prior Improvements, in such
a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103
and 141 through 150 of the Code. The City reasonably expects that no actions will be taken over
the term of the Bonds that would cause them to be private activity bonds, and the average term of
the Bonds is not longer than reasonably necessary for the goveinmental purpose of the issue.
The City hereby covenants not to use the proceeds of the Bonds in such a manner as to cause the
Bonds to be "hedge bonds" within the meaning of Section 149(g) of the Code.
28. Tax-Exemnt Status of the Bonds: Rebate: Election. The City shall comply
with requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
requirements relating to temporary periods for investments, limitations on amounts invested at a
yield greater than the yield on the Bonds, and the rebate of excess inveshnent eaznings to the
United States.
The City expects that the two-year expenditure exception to the rebate
requirements may apply to the construction proceeds of the Bonds.
If any elections are available now or hereafter with respect to arbitrage or rebate
matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, aze hereby authorized and directed to make such elections as they deem
necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be,
and shall be deemed and treated as, elections of the City.
29. No Desianation of Oualified Tax-ExemUt Obli atg ions. The Bonds,
together with other obligations issued by the City in 2002, exceed in amount those which may be
qualified as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code, and hence are not designated for such purpose.
30. Letter of Representations. The Letter of Representations for the Bonds is
hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the
City and received and accepted by The Depository Trust Company. So long as The Depository
Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
City shall comply with the provisions of the Letter of Representations, as it may be amended or
supplemented by the City from time to time with the agreement or consent of The Depository
Trust Company.
31. Negotiated Sale. The City has retained Springsted Incorporated as an
independent financial advisor, and the City has heretofore determined, and hereby determines, to
sell the Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60,
Subdivision 2(9).
32. Continuin¢ Disclosure. The City is an obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
1377608v2 32
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promulgated by the Securities and Exchange Commission (the "Coxnxnission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described, to:
A. Provide or cause to be provided to each nationally recognized municipal
securities information repository ("NRMSIR") and to the appropriate state information
depository ("SID"), if any, for the State of Minnesota, in each case as designated by the
Commission in accordance with the Rule, certain annual financial information and
operating data in accordance with the Undertaking. The City reserves the right to modify
from time to time the terms of the Undertaking as provided therein.
B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the Municipal Securities Rnlemaking Board ("MSRB") and (ii) the SID, notice of
the occurrence of certain material events with respect to the Bonds in accordance with the
Undertaking.
C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual
financial information with respect to the City described in the Undertaking.
The City agrees that its covenants pursuant to the Rule set forth in this pazagraph
32 and in the Undertaking are intended to be for the benefit of the Holders of the Bonds and shall
be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
these covenants shall be limited to a right to obtain specific enforcement of the City's obligations
under the covenants.
The Mayor and Directar, Office of Financial Services, or any other officers of the
City authorized to act in their stead (the "Officers"), are hereby authorized and directed to
execute on behalf of the City the Undertaking in substantially the form presented to the City
Council, subject to such modifications thereof or additions thereto as aze (i) consistent with the
requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
33. Severabilitv. If any section, paragraph or provision of this resolution shall
be heid to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this resolution.
1377608v2 33
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34. Headines. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shall not limit or define the meaning of any
provision hereof.
Requeste��eq�rtmentof• }-iN���
By: S lL� �
r
�
Form Approved by City Attorney
By�/ � _ G
� d� ' °�
Approve y Mayor for Submission to
Adoption Certified by Council Secretary Coun
By:�� ` . � .�._.'-.�-� gY . ,
Approv��b Mayor: Date � ' ' � /
. _ �,
�
is��eos�z 34
Adopted by Council: Date � S� .�.� � ao o a�
os -�� o
of Financial Services
266-8837
20002
OATE INRIATED
15-Feb-02 GREEN SHEET
Ini4a1/Date
ASSIGN
NUMBERFOR
ROUTING
ORDER
No 113508
InitiaVDate
u OEPAR�MEMDIRECf06 u CRYCOONCIL _
�1 crtrwTroauEV ❑ cmc�wc
❑ FINANCIALSERVICESOIR ❑ FINANCNLSERVIACCTG
� MAVOR ❑
TOTAL # OF SIGNATURE PAGES 7_ (CLIP ALL LOCATIONS FOR SIGNATURE)
iis resolution accepts the winning proposal and awards the bid for the $2,915,000 G.O.
reet Improvement Special Assesment Bonds Series 2002B. This is a competitive bond sale and the award
going to the bidder found most advantageos (lowest cost) ro the City.
or
PLANNING COMMISSION
CIB COMMITTEE
CIVIL SERVICE COMMISSION
PROBLEM ISSUE,
When, Where,
RSONAL SERVICE CONTRACfS MUSf ANSWErtTXE POLLOWING QUESTIONS:
Has this persoNfirm ever worked under a contact for this tlepartmeM?
YES NO
Has ihis persoNfirtn ever been a city employee?
VES NO
Does this persoNfrtn possess a skill not normally possessed by any cumern ciry employee?
VES NO
Is this persoNfirtn a targeted vendo(�
YES NO
bonds are forthe purpose of finanang certain street improvemeMS within the Ciry and refunding the 7997 B antl 19928 Special Assesment Bonds, antl will be repaid by speciai assesments.
be available for street improvements.
IFAPPROVED
DISADVANTAGES IF NOT
neetled forcertain street improveme�rts wiil not be available.
���
��Y��? Ll�'�`'"!
� � (*• �. �° ���
, €< �
7RANSACTION $ {;ass,000
SOURCE
COST/REVENUE BUDGETED (CIRCLE ONE)
ACTMN NUMBER
YES NO
INFORMATION (EXPLAIN)
O 3�- ��-a
EXHIBITS
Eachibit A - Proposals
Eachibit B- Notices of Call for Redemption
1377608v2
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. �: :
NOTICE OF CALL FOR REDEMPTION
$880,000 GENERAI,
OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BONDS, SERIES 1991B
CTTY OF SAINT PAUL
RAMSEY COUNTY
MINNESOTA
NOTICE IS HEREBY GNEN that by order of the City Council of the City of
Saint Paul, Ramsey County, Minnesota, there have been called for redemption and prepayment
on
April 1, 2002,
outstanding bonds of the City designated as General Obligation Street Improvement Special
Assessment Bonds, Series 1991B, bearing a date of original issue of March 1, 1991, having
stated maturity dates in the years set forth below, bearing interest at the rates per annum set forth
below for such maturity yeazs, bearing the CUSIP numbers set forth below for such maturity
years and totaling $880,000 in principal amount:
Maturity
Yeaz
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
Principal
Amount
$90,000
90,000
90,000
90,000
90,000
90,000
85,000
85,000
85,000
85,000
Interest
Rate
6.20%
6.25
630
6.40
6.50
6.60
6.65
6.70
6.70
6.70
CUSIP
Number
792880
792880
792880
792880
792880
792880
792880
792880
792880
792880
The entire outstanding amount of the issue maturing after 2002 is being cailed. The bonds are
being called at a price of par plus accrued interest to April 1, 2002, on which date all interest on
said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested
to present their bonds for payment at the principal office of U.S. Bank Trust National
Association in Saint Paul, Minnesota, on or before April 1, 2002.
t3»6os�z
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Dated , 2002.
BY ORDER OF THE CITY COUNCIL
/s
City Clerk
Additional information
may be obtained from:
1377608v2
O �. -\�.�
NOTICE OF CALL FOR REDEMPTION
$990,000 GENERAL
OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BONDS, SERIES 1992B
CITY OF SAINT PAUL
RAMSEY COiJNTY
MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of
Saint Paul, Ramsey County, Minnesota, there have been called for redemption and prepayment
on
April 1, 2002,
outstanding bonds of the City designated as General Obligation Street Ixnprovement Special
Assessment Bonds, Series 1992B, bearing a date of original issue of February 1, 1993, having
stated maturity dates in the years set forth below, bearing interest at the rates per annum set forth
below for such maturity yeazs, bearing the CUSIP numbers set forth below for such maturity
years and totaling $990,000 in principal amount:
Maturity
Year
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Principal
Amount
$90,000
90,000
90,000
90,000
90,000
90,000
90,000
90,000
90,000
90,000
90,000
Interest
Rate
6.00%
6.10
6.15
6.20
6.25
630
630
635
635
6.40
6.40
CUSIP
Number
792880
792880
792880
792880
792880
792880
792880
792880
792880
792880
792880
The entire outstandin� amount of the issue maturing after 2002 is being called. The bonds are
being called at a price of par plus accrued interest to April 1, 2002, on which date all interest on
said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested
to present their bonds for payment at the principal office of U.S. Bank Trust National
Association in Saint Paul, Minnesota, on or before April l, 2002.
1377608v2
t,` �., � i �-' � �; i , `� �
�a:\li.s ii: ��
Dated , 2002.
BY ORDER OF THE CITY COUNCIL
City Clerk
Additional information
may be obtained from:
o�, _��a
1377608v2
O s.. lC. o
advisor and determines to sell the Bonds by private negotiarion, and the City has instead
authorized a competitive sale without publication of notice thereof as a form of private
negotiation; and
WHEREAS, proposals for the Bonds have been solicited by Sp
Incorporated pursuant to an Official Statement and Terms of Proposal therein;
WHEREAS, in the Terms of Proposal relating to the Bonds t e City reserved the
right to increase or decrease the issue size from the proposed $2,915,000 not to exceed
$75,000, and to adjust the purchase price so that the adjusted purchase 'ce bears the same ratio
to the adjusted principal as the proposal bears to $2,915,000; and
WHEREAS, the City has determined to adjust the rincipal amount from the
proposed $2,915,000 by a $ decrease/increase:
NOW, THEREFORE, BE IT RESOLVED b the Council of the City of Saint
Paul, Minnesota, as foilows:
1. Acceptance of Proposal. The
(the "Purchaser"), to purchase $2,915,000 General
Assessment Bonds, Series 2002B, of the City (the
accordance with the Terms of Proposal for the b nd
p�6posai of
�ligation Street Improvement Special
3onds", or individually a"Bond"), in
sale, at the rates of interest hereinafter set
forth, and to pay therefor the sum of $ , plus interest accrued to settlement, is
hereby found, determined and declared to b the most £avarable proposal received and is hereby
accepted for Bonds in the aggregate princ' al amount of $ and purchase price of
$ , plus accrued interest to s tlement, and the Bonds aze hereby awarded to the
Purchaser. The Director, Office of F� ancial Services, or his designee, is directed to retain the
deposit of the Purchaser and to fo ith return to the others making proposals their good faith
checks or drafts.
2.
The Bonds shall be
titled "General Obiigation eet Improvement Special Assessment Bonds, Series 2002B", shall
be dated March 1, 2002, the date of original issue and shall be issued forthwith on or after
such date as fully regis red bonds. The Bonds shall be numbered from R-1 upwazd. Global
Certificates shall eac be in the denomination of the entire principal amount maturing on a single
date, or, if a portio of said principal amount is prepaid, said principal amount less the
prepayment. Re acement Bonds, if issued as provided in paragraph 6, shall be in the
denomination $5,000 each or in any integral muttiple thereof of a single maturity. The Bonds
shall mature n March 1 in the years and amounts as follows:
1377608v2
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Year
2003
2004
2005
2006
2007
2008
Amount
Year
amounc
$380,000
255,000
245,000
235,000
230,000
225,000
2009
2010
2011
2012
2013
2014
Such maturities, compared to the Terms of Proposal
aggregate decrease/increase in the foliowi
$220,000
215,000
210,000
205,000
�the Bonds, reflect a
years and amounts:
3. Purpose; FindinQS. The Bonds in part all provide funds for the
construction of various street unprovements (the "Improve ents") in the City, and any excess
construction funds shall be devoted to any other purpose ermitted by law. The total cost of the
Improvements, which shall include all costs enumerat in Minnesota Statutes, Section 475.65,
is estimated to be at least equal to the amount of the onds. Work on the Improvements shall
proceed with due diligence to completion. The B ds (together with other available funds in the
Debt Service Funds created for the Prior Bonds n part shall also provide funds for a current
refunding of all of the outstanding Prior Bon maturing after 2002 (which callable Prior Bonds
aze herein also referred to as the "Refunded onds"). The Prior Bonds were issued to finance the
costs of various street improvements (the rior Improvements"). It is hereby found, determined
and declared that this refunding of the 'or Bonds is pursuant to Minnesota Statutes, Section
475.67, and is necessary or desirable r the reduction of debt service costs.
4. Interest. T e Bonds shall bear interest payable semiannually on Mazch 1
and September 1 of each year ch, an"Interest Payment Date"), commencing September 1,
2002, calculated on the basis f a 360-day year of twelve 30-day months, at the respective rates
per annum set forth opposit the maturity years as follows:
Maturitv Year
2003
2004
2005
2006
Interest Rate
%
Maturit�
2009
2010
2011
2012
2013
2014
Interest Rate
%
5. Description of the Global Certificates and Global Book-Entrv Svstem.
Upo heir original issuance the Bonds will be issued in the form of a single Global Certificate
for ach maturity, deposited with the Depositary by the Purchaser and immobilized as provided
i aragraph 6. No beneficial owners of interests in the Bonds will receive certificates
epresenting their respective interests in the Bonds except as provided in paragraph 6. Except as
so provided, during the term of the Bonds, beneficial ownership (and subsequent transfers of
i3»6os�z 4
ba - ��-�
16. Deliverv; Application of Proceeds. The Global Certificates when so
prepared and executed shall be delivered by the Director, Office of Financial Services, to the
Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
proper application thereof.
17. Funds. There is hereby created a special fund to be designate the "2002
Capital Projects Fund" (numbered C-02, the "Capital Fund"), to be administered d maintained
by the City Treasurer as a bookkeeping account sepazate and apart from all o r accounts
maintained in the official financial records of the City. There has been here fore created and
established the "General Obligation Special Assessments -- Streets Debt S rvice Fund"
(nuxnbered 963, the "Debt Service Fund"). For the convenience and pr er admiuistration of the
moneys to pay the Prior Bonds, there is hereby created the "2002 Stre s Refunding Fund", to be
administered and maintained as a bookkeeping account separate an apart from all other
accounts maintained on the official financial records of the City. e 2002 Streets Refunding
Fund shall be maintained in the manner herein specified until a of the Prior Bonds have been
paid. The Capital Fund, and Debt Service Fund shall be mai ained in the manner herein
specified until all of the Bonds and the interest thereon hav een fully paid.
(i) Capital Fund. To the Capital Fu there shall be credited the proceeds of
the sale of the Bonds, less accrued interest rec ived thereon, and less any amount paid for
the Bonds in excess of $ . From the Capital Fund there shall be paid
all costs and expenses of making the Imp vements listed in parag�aph 18, after they
have been ordered in accordance with Charter of the City, including the cost of any
construction contracts heretofore let d all other costs incuned and to be incurred of the
kind authorized in Minnesota Statu s, Section 475.65 (including interest on the Bonds
payable during the construction p'od); and the moneys in the Capital Fund shall be used
for no other purpose except as erwise provided by law; provided that the proceeds of
the Bonds may also be used t the extent necessary to pay interest on the Bonds due prior
to the anticipated date of co encement of the collection of tases or special assessments
herein covenanted to be le 'ed; and provided further that if upon completion of the
Improvements there sha remain any unexpended balance in the Capital Fund, the
balance may be transf ed by the Council to the fund of any other improvement
instituted pursuant t the City's Charter or Minnesota Statutes, Chapter 429, or used to
pay the costs of an other purpose permitted by law, or transferred to the Debt Service
Fund. All eami s on the Capital Fund shall be transferred to the Debt Service Fund, or
may be retaine in the Capital Fund.
(ii) 2002 Streets Refundine Fund. Proceeds of the sale of the Bonds
sufficient with other available moneys, to redeem the Refunded Bonds on April 1, 2002,
shall be eposited in the 2002 Streets Refunding Fund and used in paying the Refunded
Bond upon their redemption on April 1, 2002. The moneys in the 2002 Streets
Ref ding Fund shall be used solely far the purposes herein set forth and for no other
p ose. Any excess in the 2002 Streets Refunding Fund after the payment of the
efunded Bonds shall be deposited in the Debt Service Fund.
(iii) Debt Service Fund. There is hereby pledged and there shall be credited to
a special account relating to the Bonds in the Debt Service Fund: (a) collections of
1377608v2 2,']
0 2 - \c.o
special assessments herein covenanted to be levied with respect to the Improvements, to
the extent provided in paragraph 19; (b) coilections after April 1, 2002, of special
assessments levied with respect to the Prior Improvements; (c) ali accrued interest
received upon delivery of the Bonds; (d) all funds paid for the Bonds in excess of
$ ;(e) any collections of all taxes which are levied herein, or which
may hereafter be levied in the event that the special assessments herein pledged to the
payment of the Bonds and interest thereon are insufficient therefor; ( fl al ds
remaining in the Capital Fund after completion of the Improvements payment of the
costs thereof, not so transferred to the account of another improvem t or used to pay the
costs of any other purpose permitted by law; (g) amounts transfe d from the 2002
Streets Refunding Fund; (h) balances after April 1, 2002, remai g in the Debt Service
Funds established for the Prior Bonds; and (i) all invesrinent 'ngs on moneys held in
such special account in the Debt Service Fund or (at the Ci s option) on moneys held in
the Capitai Fund. If moneys in the special account of the ebt Service Fund should ever
be insufficient to pay debt service on the Bonds, the Bo ds shall be paid from the Debt
Service Fund or any other special account therein, an the Bonds aze hereby made
payable from the Debt Service Fund and any other eciai accounts therein for this
puxpose. Amounts drawn from the Debt Service d ar any special account therein may
be repaid with or without interest when moneys ufficient for such repayment aze
deposited in the special account relating to the onds in the Debt Service Fund.
The special account relating to the onds in the Debt Service Fund shall be used
solely to pay the principal and interest and any pr miums for redemption of the Bonds and any
other generai obligation bonds of the City here er issued by the City and made payable from
such special account in the Debt Service Fun as provided by law, or to pay any rebate due to the
United States. No portion of the proceeds o the Bonds shall be used directly or indirectly to
acquire higher yielding inveshnents or to place funds which were used directly or indirectly to
acquire higher yielding investments, ex pt (1) for a reasonable temporary period until such
proceeds are needed for the purpose f which the Bonds were issued, and (2) in addition to the
above in an amount not greater th ive percent (5%) of the proceeds of the Bonds. To this
effect, any sums from time to tim eld in the Capital Fund, in the 2002 Streets Refunding Fund
or in such special account in the ebt Service Fund (or any other City fund or account which will
be used to pay principal or int est to become due on the bonds payable therefrom) in excess of
amounts which under then-a plicable federal arbitrage regulations may be invested without
regard as to yield shall not e invested at a yield in excess of the applicable yield restrictions
imposed by said arbitra regulations on such inveshnents after taking into account any
applicable "temporary eriods" or "minor portion" made available under the federal arbitrage
regulations. In addi 'on, the proceeds of the Bonds and money in the Capital Fund or in the 2002
Streets Refunding und or in such special account in the Debt Service Fund shall not be invested
in obligations or eposits issued by, guaranteed by or inswed by the United States or any agency
or instrument ty thereof if and to the extent that such investment would cause the Bonds to be
"federally g ranteed" within the meaning of Section 149(b) of the federal Intemal Revenue
Code of 19 6, as amended (the "Code").
18. Assessments; Coverage Test. The City Council has heretofore
and does hereby determine, to proceed with the Improvements and special
1377608v2 2,8
o� - 140
assessments with respect thereto under the provisions of the Charter of the City, rather than the
provisions of Minnesota Statutes, Chapter 429.
It is hereby determined that no less than twenty percent (20%) of the cost t the
City of each Improvement financed hereunder within the meaning of Minnesota Statut , Sectio
475.58, Subdivision 1(3), shail be paid by special assessments to be levied against e ery
assessable lot, piece and parcel of land benefited by the Improvements. The City ereby
covenants and agrees that it will let all construcrion contracts not heretofore le ithin one year
after ordering each Improvement financed hereunder unless the resolution o ering the
Improvement specifies a different time limit for the letting of constructio contracts and will do
and perforxn, as soon as they may be done, all acts and things necessary or the final and valid
levy of such special assessments, and in the event that any such asses ent be at any time held
invalid with respect to any lot, piece or parcel of land due to any e r, defect, or irregularity, in
any action or proceedings taken or to be taken by the City or this ouncil or any of the City
officers or employees, either in the making of the assessments in the performance of any
condition precedent thereto, the City and this Council will fo with do ail further acts and take
all further proceedings as may be required by law to make e assessments a valid and binding
lien upon such property.
The special assessments for the
have not heretofore been
authorized, and accordingly, for purposes of Minn ota Statutes, Section 475.55, Subdivision 3,
the special assessments are hereby authorized. S ject to such adjustments as are required by
conditions in existence at the time the assessm ts are levied, the assessments are hereby
authorized and it is hereby deterxnined that t e assessments shall be payable in equal,
consecutive, annual installments, with ge ral taaces for the years shown below and with interest
on the declining balance of all such asse sments at a rate per annum approximately one percent
(1%) per annum in excess of the net e ective rate of interest on the Bonds:
Improvement Collection
Designation Amount Levv Years Years
Hoyt/Merrill
TOT
$633,244 2002-2021 2003-2022
428,208 for all for all
$1,061,452
Th special assessments for the Improvements and with respect to the Prior
Improvements all be such that if collected in full they, together with estimated collections of
other revenue herein pledged for the payxnent of the Bonds, will produce at least five percent
(5%) in exc ss of the amount needed to meet when due the principal and interest payments on
the Bond n every year except the final yeaz (2014). At the time the assessments for the
Improv ents are in fact levied the City Council shall, based on the then-current estimated
collec ons of the assessments, make any adjustments in any ad valorem taxes required to be
levi in order to assure that the City conrinues to be in compliance with Minnesota Statutes,
475.61, Subdivision l.
1377608v2 2,9
�a-1�.�
19. Limit on Special Assessments P1edQed. The City Council hereby finds,
determines and declazes that the payment of the Bonds does not require the pledge of ali the
special assessments which may be levied with respect to the Improvements identified in
paragraph 18, and that it is necessary, proper and expedient to provide that payments and
prepayments of special assessments in excess of the debt service requirements of the Bonds be
put to use for other purposes sooner than upon the termination of the Debt Se 'ce Fund. Only
$1,000,000 originai principal amount of the special assessments (which am t is the "Pledged
Assessments"), and interest thereon, recognized in paragraph 18 of this solufion (of which
$ are necessary prior to their scheduled receipt in orde o pay debt service on
the Bonds on March 1, 2003) aze or shall be pledged to the payment the Bonds, and payments
of, or with respect to, such special assessments in excess of the Pl ged Assessments shall be
credited instead to a special account in the Capital Fund, and us for the purpose of paying any
additional costs of the Improvements and the costs of other i rovements approved by the City,
as follows: (a) the first $ of all prepa ents of special assessments
recognized in paragraph 18 shall be credited to the Debt S'ce Fund, (b) thereafter until such
time as the special assessments from time to time outst ing equal in original principal amount
the Pledged Assessments or less, prepayments of any the special assessments recognized in
paragraph 18 shall be treated as prepayments of the rtion of the special assessments not
pledged to the Bonds and shall be credited instead o said special account of the Capital Fund,
and used as provided above, and (c) while the sp cial assessments from time to time outstanding
equal in original principal amount the Pledge ssessments or more, regular instaliment
payments made on the Pledged Assessment only (not all of the special assessments) shall be
credited to the Debt Service Fund, and re ar installment payments on that portion, if any, of
the remaining assessments in excess of e Pledged Assessments shall be credited to said special
account of the Capital Fund, and used provided above. All special assessments collected after
April 1, 2002, with respect to the P' r Improvements aze pledged to the payment of the Bonds.
20. Tax Lev • overa e Test. If taxes are levied as provided in the final part
of paragraph 18, the tax levies all be irrepealable so long as any of the Bonds are outstanding
and unpaid, provided that the ity reserves the right and power to reduce the levies in the manner
and to the extent permitted y Minnesota Statutes, Section 475.61, Subdivision 3.
To provi moneys for payment of the principal and interest on the Bonds due to
be paid in 2014 there i hereby levied upon all of the taxable property in the City a direct annual
ad valorem tax whic shall be spread upon the tax rolls and collected with and as part of other
general property t es in the City for the years and in the amounts as follows:
JYear of Tax Year of TaY
Levv Collection Amount
2012 2013
The tas levies aze such that if collected in full they, together with estimated
colle tions of special assessments and other revenues herein pledged for the payment of the
Bo ds, will produce at least five percent (5%) in excess of the amount needed to meet when due
the principal and interest payments on the Bonds. The tax levies shall be irrepealabie so long as
any of the Bonds aze outstanding and unpaid, provided that the City reserves the right and power
1377608v2 30
85 SEVENTH PLACE EA5I; SUITE 100
SAINT PAlIL, MN 55101-2587
651.223.3000 FAX:651.223.3002
// E-MAIL: ad��wrs@springsted.com
o s�-\Go
SPRINGSTED
Advisms ro the Public Sector
February 27, 2002
�
Mr. Peter Hames, Director of Financial Services Mr. Tony Schertler, Director
City of St. Paul Saint Paul Housing and Redevelopment Authority
Office of Financial Services 1400 City Hall Annex
160 City Hall 25 West 4th Street
15 West Kellogg Blvd Saint Paul, MN 551 D2
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 General 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 letter summarizes the results of the competitive bids opened at 1030 A.M. this morning for
these three issues.
Purpose of issues
The purpose of the CIB issue is to fund various capital improvements a5 part of the City's annual
Capital Improvement Program. The CIB issue wili be repaid by property tax tevies.
The purpose of the Street issue is twofold: first, to fund portions of the City's annual street
improvement program; and second, to "current° refund the 19916 and 19926 Street
Improvement Issues to achieve lower annual interest costs. The 19916 and 19926 issues have
outstanding interest rates at a combined level of approximately 6.4°/a. 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 atl related issuance
costs. The present value savings estimate as a perce�t of the present value of refunded debt
service was 8.05%. This Street issue, both the new project and the refunding portions, is
expected to be repaid by special assessments on benefiting properties.
The purpose of the TIF 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 0� a present value basis, all estimates after
deduction of ali related issuance costs. The present value savings estimate as a percent of the
preserit 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.
CORPOR4TE OFFlCE: SAINT PAUL, MN • Visit our website at www.sPringsted.com
IOWA � KANSAS • MINNESOTA . VIRGMIA • WASHINGTON,DC � WISCONSIN
City of Saint Paui, Minnesota
February 27, 2002
Page 2
Tax-Exempt Market Rates
oa-t�o
The tax-exempt and taxable 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 tow 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 PiperJaffray
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 approximaYely $300,000 from the estimate made at
the time tfie sale process began.
The City received three bids on the Street Issue:
Rank Bidder
US Bancorp Piper Jaffray
RBC Dain Rauscher
Morgan Stanley
TIC(%)
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 wouid reduce
"neY' interest costs by $267,700 in future value and $223,000 in present value terms, after
deductiort of al[ retated 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 Taxabie 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.
Griffn, Kubik, Stephens & Thompson, inc.
Morgan Keegan & Co., Inc
TIC %
5.2895%
5.3807%
5.3867%
5.4408%
5.4504%
5.4715%
5.5471 %
City of Saint Paul, Minnesota
February 27, 2002
Page 3
aa-�e�
The lowest or best bid was received from United Banker's Bank at a true interest rate of
5.2895%. The interest rate differentiaf beiween the outstanding bonds and this bid is
approximately 2.60%. This refunding would reduce "net" interest costs by $336,000 in future
value and $269,000 in present value terms, after deduction of ali 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 municipai bonds as reflected
in the general interest rate difference between the "tax-exempt" CIB issue and the Taxable TIF
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 aggressive bidding on each
issue. The objectives underlying each issue were exceeded with interest rates well below the
estimates, and interest cost savings on the refunding issues weil in excess of estimates. We
profile each City issue to a national market index, Delphis-Hanover. These issues sold at rates
better than the national "AAA" rated index level.
Credit Rating
We have enclosed the written reports on the City's general obiigation rating for these issues
from Moody's, and Standard & Poor's. Both agencies rea�rmed 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,
� �-v� t ���1�Jn
avid N. MacGillivray /
Chairman
sja
Enctosure
1
.
.
ss E. severrrx ri.nnce, s� �oo
SAIN7'PAIIL,MN SSIOt-2887
651.223.3000 FAX: 651.223.3002
E-MAD.: advisoxs@sprinp,sted.mm
��
Oa-14o
SPRINGSTED
Adviwa w the Public Sertor
$19,OQQ,OOQ
City of Saint Paul, Minnesota
General Obligation Capitat Improvement Bonds, Series 2002A
(Book Entry Only)
Award:
Sate:
February 27,2002
Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interest Netlnterest Trve Interest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE SERVICES, LLC
RBC DAIN RAUSCHER
ABN-AMRO FINANC7AI, SERVICES
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
STIFEL, IVICOLAUS & CO., INC.
PRUDENTiAL SECURITIES, INC.
COMI��RCE CAPTTAL MARKETS, INC.
Axekod Associates, Inc.
Isaak Bond Investmenu, Inc.
The GMS Group, Inc.
Dougherty and Company LLC
U.S. Bancorp Piper Jafiray Inc.
Wells Fargo Brokerage Services, LLC
1.45%
2.20%
2.70%
3_00%
3.35%
3.55%
4.00%a
4.125%
2003
2004
2005
2006
2IXY7
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%
$19,205,025.60 $4,181,886.90 3.7622°k
(Continued)
CORPORATE OFF/CE: SAiN7 PAUL. MN . Vi9t aur wehsi[e at www.springsted.opm .
DES MOINES, IA • MILWAUKEE, WI • MINNEAPOLLS, �IIi • OYERLAND PARK, KS • YRtGINlA BEACH, VA • R'ASHQdGl'QN, DC
. Interest Netlnterest True Interest .
Bidder Rates Price Cost Rate
MORGAN STANLEY, 3.00% 2003-2005 $19,036,784.10 $4 3.7829%
MORGAN STANLEY DW INC. 3.50% 2006-2007
UBS PAINEWEBBER INCORPORATED 4.00% 2008-2012
SALOMON SMTfA BARNEY
CRONIN 8c COMPANY, INCORPORATED
CITTZEIQS BANIC
CIBC WORLD MARKETS
STEPHENS, INC.
BEAR, STF.ARNS �& CO., INC.
CHARLES SCHWAB & COMPANY
HUTCHINSON, SHOCKEY, ERLEY 8c COMPANY
HIKE SECURITIES, L.P.
Reofferiug Sc6edule of the Purchaser
Rate
1.45�0
2.203'0
2.70g'o
3.009b
3.35%
355%a
4.00%
4.00%
4.00%
4.125°k
Year
2003
2004
2005
2006
2007
2008
2009
2A10
2011
2012
Yield
Yaz
Par
Par
Paz
Par
Paz
3.75%
3.90%
Par
Paz
..
BBI: S.lO�Yo
Average Maturity: 5 788 Yeacs
�
t
' 85 E. SEVEN7H PLACE, SU1TE 100
' SAQ�7' PAUL, MN 55101-2887
65I.2233000 FAX:65t.2233002
E-MAQ.: advisors@sprinRsted.com
��
$2,915,OOOk
oa-�4�
SPRINGSTED
Advisoa u the Public Sector
City of Saint Paul, Minnesota
General Obligation Street Improvement Special Assessment Bonds, Series 2002B
(Book Entry OWy)
Award:
Sale:
February 27,2002
` . Moody's 12ating: 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, I,LC
RBC DAIN RAUSCH�R
1.45% 2003
2.20% 2004
2.70% 2005
3.00% 2006
335% 2007
3.55% 2008
3.75% 2009
3.90% 2010
4.00% 2011-2012
4.125% 2013
4375°k 2014
1.55% 2003
2.75% 2004
3.00% 2005-2006
335% 2007
3.55% 2008
3.75% 2009
3.90°k 2010
4.00% 2011
4.125% 2012
4.25% 2013
4.40% 2014
$2>891,680.00
$2,898,527.55
$707,943.75 3.9039%
$711>877.45 3.9209%
(Continued)
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE SERVICES, LLC
CORPORATEOFf/CE: SAA]TPAUI.,MN • Y�si[acwebsircetwww.spiogsfed.com
DES MOAIES.IA • MII,WAUKEE, WI . MINNEpYOLIS. MN . OVERLAND PARK, KS . VD2GINIA HHACH, VA . WASF$iGTON, DC
r
interest Netinterest True Interest .
Bidder Rates Price Cost Rate
MORGAN STANLEY,
MORGAN STANLEY DW INC.
UBS PAINEWEBBER INCORPORATED
SALOMON SMITH BARNEY
CRONIN & COMPANY, INCORPORATED
c�c woxr.n Max�rs
crrrzErrs B.�rnc
STEPF�NS, INC.
BEAR, STEARNS & CO., INC.
CHARLES SCHWAB & COMPANY
HUTCHINSON, SAOCKEY, ERLEY &
COMPANY
NII� SEC[JRITIES L.P.
ate
3.00% 2003-2005
3SO�o 2006-2007
4.00% 2008-2012
420�Ya 2013
4.40% 2014
$2,914,679.85 $717,330.18 3.9455%
Yield
Reoffering Sc6edule of the Purchaser
1.453'0
2.20%
2.70%
3.00%
3.35�Ya
3.55%
3.75g'o
3.90%
4.00%
4.00%
4.125%
4.375%
Year
2003
2004
2005
2006
2007
2008
2009
2010
?Al l
2012
2013
2014
* Subsequenr to bid opening, the issue size was not changed
Paz
par !
Par
Paz �
Par ` , .
Par
Par �
Par
Paz
4.125%
4.25'f6
4.40g'a
�
BBI: 5.1090
Average Maturity: 6.202 Years
`
85 E. SEVENTH PLACE, SiIlTE 100
SAINT PAUL, MN 55101-2887
651.223.3000 FA7C:651.223.3002
E-MAQ,: advisors(a�,4prinp,sCed.com
��
$Z�3$���
aa-�c.o
SPRINGSTED
Advisors w t6e Public Se¢or
City of Saint Paul, Minnesota
Taxable General ObGgation Riverfmnt Tax Increment Refunding Bonds, Series 3002C
(Book Entry Only)
Award:
Sale:
United Bankers' Bank
February 27,2002
Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
LTNITED BANKERS' BANK
CRONIN & COMPANY, INCORPORATED
SALOMON SMITH BARNEY
MORGAN STANLEY,
MORGAN STANLEY DW INC.
UBS PAIIVEWEBBER INCORPORATED
CITIZENS BANK
MTi.T.RR Jp�SON STEICHEN
I�NNARD, INC.
BERNARDI SECURTTIES, INCORPORATED
2.90%
3.45%
4.25%
4.60°�i
4.75%
5.00%
5.20%
5.35%
5.50%
5.65%
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
3.00%
4.15%
5.00%
5.10%
535%
5.50%
5.60�
5.70%
3.004'0
3.60%
4.20%
4.50%
4.80%
5.20%
530%
5.50%
SSS%
5.65%
20b3-2004
2005
2006-2007
2008
2009
2010
2011
2012
2003
7A04
?A05
2006
2007
2008
2009
2010
2011
2012
$2,318,655.00 $730,012.50 5.2895%
$2,320,66fi.50 $743,064.75 33807%
$2,315,152.50 $742,611.88 53867%
(Continued)
CORPORATEOFFlCE: SAiNTPAUL,MN . Y�sitmcwebs'veatwww.springsted,wm
DFS MOAIES.IA • MII,WAUKEE� K7 . N11NNfiAPOLLS. MN . OVERLAND PARK, KS . VRGINIA BEACFI, VA . WASHRJG70N. DC
Interest Netinterest True Interest .
Bidder Rates Price Cost Rate
U.S. $ANCORP PIPER JAFFRAY INC. 3.00°k 2003 $2,321,242.05 $751,856.49 5.4408%
WELLS FARGO BROKERAGE 3.40% 2004
SERVICES, I,LC 4.10% 2005
4.60% 2006
' 4.85% 2007
5.20% 2008
5.60% 2009
5.65% 2�10
5.70% 2011
5.75g'o 2012
NBC CAPTTAI. MARKETS GROLTP, INC. 3.W% 2003 $2,321,953.85 $753,077.92 5.4504%
3.625% 2004
4.25% ?A05
4.70% 2006
5.00% 2007
5.25% 2008
5.40�0 2009
SS590 ?A10
5.75% 2011
5.80% 2012
GRIFFIN, KUBIK, STEPFIEIVS & 5.00%a 2003-2006 ' $2,332,76920 �$755,914.13 5.4715%
THOMPSON, INC. 5.25% 2007-2008 ,
5.50% 2009-2010 �
5.625% 2011 �
5.75% 2012
MORGAN KEEGAN & CO., INC. 4.50% 2003-20p5 ' $2,331,330.35 $767,309.03 5.5471%
5.00% 2006-2007
5.50% 2008
5.60% 2009
5.75� 2010 - -
5.80�a 2011
5.85�70 20I2 .
These Bonds are being reoffered az Par.
BBI: 5.10°l0
Average Mauuity: 5.906 Years
* Subsequent to bid openirsg, the issue size was not charsged
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&PtJOR'S '
Research:
RATINGSDlREGT
St. Paul, Minnesota; Tax Secured, General Obiigation; Utility, State
Revolving Funds/Pools
Pu6lication date: 25-Feb-2002
Analyst: James Wiemken, Chicago (1) 312-233-7005; Jane Hudson, Chirago (1) 312-233-7012
Credit Profile
$2.3 mil muni debt muni issue ser 2002 C due 2012
Sale date: 27-FEB-2002
$2.9 mil muni debt muni issue ser 2002 S due 2014
Sale date: 27-FEB-2002
$19 mil muni debt muni issue ser 2002 A due 2012
Sale date: 27-FEB-2002
AFFIRMED
St Paui, Minnesota
$227.243 mil. St Paul
St Paul Port Auth, Minnesota
$16.080 mil. St Paul Port Auth (St Paui)
OUTLOOK:
� Rationale
AAA
AAA
AAA
AAA
AAA
STABLE
The'AAA' reting on St. Paul, Minn.'s GO bonds reflects the city's:
oa-- �c.o
• Deep and diverse local economy, which participates in the even broader Minneapolis-St. Paui
MSA economy;
• Consistentiy strong financial pertormance;
. Successful redevelopment efforts, which have heiped spur downtown St. Paul's recovery; and
• Development of private and pubiic 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 deciine by more than 50% between 1988 and
1994, aggressive measures were taken to keep and attract businesses to the area. While substantial
investments by the city carried potentiai 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. Paui 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 possibie with graduaily decreasing investments by the city itself.
Economic fundamentals for the city are strong with government, heaith care, insurance, and technology
firms anchoring the deep local employment base. Steady population growth crontinues; 2000 U.S.
Census figures indicate that median househoid 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
fiscai prudence continues with policies for cash flow and contingencies and consistently positive budget
variances from year-to-year. Following a$2.0 million generai fund surplus during 2000, 2001 unaudited
os- �c.o
resufts indicated a$950,000 deficit, representing a$9.8 million positive budget variance. After the smali
drawdown, the generai fund 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 miliion in
GO debt outstanding, $112 miliion is supported by ad valorem taxes; of the remainder, user fees, tax
increment revenues, speciai assessments, and parking revenues are supported by $31 miilion; $34
million; $24 million; and $21 million, respectively.
� Outlook
� 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 outiook reflects
Standard & Poors expectation that the city wilt be able to maintain its strong financia4 posftion.
� Economy
� St. Paui's overall economy continues to share in the strength of the entire Minneapolis-St. Paul MSA. A
diverse employment base includes:
. 3M;
. State govemment;
. U.S. Bancorp Piper Jaffray Inc.;
. HealthEast Care System, Children's Hospitai, United Hospital, and Regions Hospitat;
. St. Paul schools;
. Lawson Software;
. Ecolab Inc.; and
• St. Paui Cos. Inc. and Minnesota Life Insurance Co.
While income projections during the 1990s indicated that both per capita and median household income
leveis for the city were about 8% below national levels, 2000 U.S. Census data from the "Suppiemental
Survey" of the nation's 64 largest cities indicates that St. Paul's median household income is 10%
higher than the median levei for all areas surveyed. �
St. Paul's economy continues to benefit from growth 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 compieted during 2002, more than $1.5 biilion 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 wili 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 piayed 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 taxabie values in 1997-1998. The city has kept annuai 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 surpiuses from 1991 -
2000. Although the city realized a small deficit during 2001, the drawdown was due to planned
expenditures for increased public safety; e-govemment initiatives; and GASB 34 implementation, as
opposed to revenue shortfalls. Even the city's more economically sensitive revenues, such as sales
taxes and hotel-motef laxes, continued to grow during 2001, aibeit at slower retes.
p 3.- lL0
Conservative budgetary practices have aided these strong financial trends. Historically, the city's actual
revenues have averaged 101.3% of the budgeted amount while actuai expenditures have averaged
96.5%. The city holds reserves equal to 10°/a of expenditures for cash flow purposes and now holds
additional reserves equal to 5% 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 OO '1994-2002 Standartl & Poor's, a tlivision of The McG2wHi�I Companies. All Rights �
Reserved. Privaq Policy .�����T�,���������
oa-��o
MOODY'S ASSIGNS Ad2 RATING TO ST. PAUL`S (MN) $24.3 GENERAL
OBI,IGATION 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 $19,000,000
Expected Sale Date 02/27/02
Rating Description General Obligation Unlimited Tax
General Obligation Street Improvement Special Assessment
Bonds, Series 2002B Aa2
Sale Amount $2,915,000
Expected Sale Date 02/27/02
Rating Description General Obligation Unlimited Tax
Taxable General 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,
52,915,000 General Obligation Street Improvement Special
Assessment Bonds, Series 2002B, and $2,335,000 Taxable General
Obligation Riverfront Tax Increment Refunding Bonds, Series
2002C. At this time we have also affirmed the city's Aa2 rating
affecting 5261.6 million of outstanding general obligation bonds.
Psoceeds from the Series 2002A and a portion o£ Series 2002B
bonds will be used to fund various capital impsovements. The
refunding portion of the Series 2002B bonds, $1.9 million, will
be used to refund Series 1991B and 1992B bonds £or a net present
value savings of 9.10 oP refunded principal. The Series 2002C
bonds will be used to refund Series 1993D bonds for a net present
value savings of 8.Sa of refunded principal. The bonds are
ultimately secured by the city's general obliqation 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
£inancial management and strong reserve levels; and a high, but
manageable debt burden.
STATE CAPITAL AND ONGOING RESIDENTIAL REDEVELOPMENT PROVIDE
STABLE ECONOMIC BASE
oa-��o
Saint Pau1 is the state's capital and second largest city.
Although generally a mature usban city, redevelopment and new
residential development have generated healthy tax base growth
averaging 8.7°s Por each of the last five years. Even with the
national economic slowdown, the value o£ 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 Sa 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 2.10 a year ago. Also, the central business
district's overall oPfice vacancy rate increased to 8.1� in 2001
from 5.5% in 2000. Despite some evidence of a slowed local
economy, Moody's expects that the city's aqgressive commercial
and residential redevelopment ef£orts to contribute to healthy
population growth and economic expansion going forward.
TREND OF SOUND FINANCIAL MANAGEMENT, BUT REVENUE AND EXPENDITURE
PRESSURES EXIST
Moody's expects £inancial 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, 476 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
52.5 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 local governments to solve its budget gap.
The city historically appropriates approximately 5% 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, 5951,000, which was much less than the
$10.7 million budgeted. Of the city's 544.6 million of General
Fund reserves, $17.6 million was reserved for cash Plow purposes
and 510.4 million was reserved for next year's budget. The city
maintains $8.8 million, 5.20 oP revenue, in reserve for property
tax relief which would be available if needed for emergencies.
While Moody's believes that reserves are currently adequate, the
state's budqet problems and the need for increased funding £or
,
os-lto
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
6.10, is manageable given continued tax base growth and the use
of special assessments and tax increment revenue to repay
approximately 25°s of the city's direct debt. Debt is amortized
rapidly; 78o is retired within 10 years. Officials report plans
to issue approximately 521.5 million of general obligation debt
in fiscal 2003 to fund the city's onqoing 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 (12IOZ): 4.0%
Deht burden: 6.10
Direct debt burden: 3.5�
Payout of principal (10 years): 78.1%
Fiscal 2000 General Fund balance: $44.6 (26.30 of General Fund
revenues)
ANAI,YSTS :
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