03-203Rm�e.� F�b• �.b,3oo3
p�e� �� �� `�, d9 30
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
Presented By
Refeired To
35
Committee: Date
ACCEPTING PROPOSAL ON SALE OF
$3,340,000 GENERAL, OBLIGATION STREET IlVIPROVEMENT
SPECIAL ASSESSMENT BONDS, SERIES 2003B,
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 $3,340,000 General Obligation Street Improvement Special Assessment
Bonds, Series 2003B (the "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
WHEREAS, the proposals set forth on Eachibit A attached hereto were received
pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:30 A.M.,
Central Time, this same day; and
WHEREAS, the Director, Office of Financial Services, has advised this Council
that the proposal of � g� , �p � as found to be the most advantageous and
has recommended that said proposal be accepted; �
WHEREAS, the proceeds of the Bonds will fmance 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 purpose permitted by
law; and
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
WIIEREAS, the City has determined that significant sauings in transaction costs
will result from issuing bonds in "global book-entry form", by which bonds aze issued in
certificated form in large denominations, registered on the books of the City in the name of a
depository or its nominee, and held in safekeeping and immobilized by such depository, and such
depository as part ofthe 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
�,'OIIIICll F112 �{ 0� � �F��
Green Sheet # 11 t16 U A
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WHEREAS, "Participants" means those financial institutions for whom the
Depository effects book-entry transfers and pledges of securities deposited and immobilized with
the Depository; and
WHEREAS, The Depository Trust Company, a lunited purpose trust company
organized under the laws of the State of New York, or any of its successors or successors to its
funcfions 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 smaIler 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 pazagraph 8(the "Bond Registrar"); and
WHEREAS, Rule 15c2-12 ofthe Securities and Exchange Commission prohibits
"participating underwriters" from purchasing or selling the Bonds unless the City undertakes to
provide certain continuing disclosure with respect to the Bonds; and
4VHEREAS, 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
advisor and determines to sell the Bonds by private negotiation, and the City has instead
authorized a compefitive sale without publication of notice thereof as a form of private
negotiation; and
WHEREAS, proposals for the Bonds have been solicited by Springsted
Incorporated pursuant to an Official Statement and Terms of Proposal therein:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
Paul, Minnesota, as follows:
1. Acceptance of Pronosal. The proposal of U.S. Bancorp Piper Jaffray Inc.
(the "Purchaser") to purchase $3,340,000 General Obligarion Street Improvement Special
Assessment Bonds, Series 2003B, of the City (the "Bonds", or individualiy a"Bond"), in
accordance with the Terms of Proposal for the bond sale, at the rates of interest hereinafter set
forth, and to pay therefor the sum of $3,309,940.00, plus interest accrued to settlement, is hereby
t499919v2 1
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found, determined and declazed to be the most favorable proposal received and is hereby
accepted, and the Bonds aze hereby awazded to the Purchaser. The Director, Office of Financial
Services, or his designee, is directed to retain the deposit of the Purchaser and to forthwith return
to the others making proposals their good faith checks or drafts.
2. Title: Original Issue Date: Denominations: Maturities. The Bonds shall be
titled "General Obligation Street Improvement Special Assessment Bonds, Series 2003B", shall
be dated Mazch l, 2003, 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:
Year
2004
2005
2006
2007
2008
2009
Amount
$590,000
165,000
145,000
140,000
140,000
140,000
Year
2010
2011
2012
2013
2014
2015
• u• �
$ 135,000
135,000
130,000
130,000
130,000
1,360,000
For purposes of Minnesota Statutes, Section 475.54, Subdivision l, the Bonds are
combined with the City's Creneral Obligation Capital Improvement Bonds, Series 2003A.
3. Purpose. The Bonds in part shall provide funds for the construction of
various street improvements (the "Improvements") in the City, and any excess construction fixnds
shall be devoted to any other purpose permitted by law. The total cost of the Improvements,
which shall include a11 costs enumerated in Minnesota Statutes, Section 475.65, is estimated to
be at least equal to the amount of the Bonds auailable for this purpose. Work on the
Improvements shall proceed with due diligence to completion.
4. Interest. The Bonds shall beaz interest payable semiannually on March 1
and September 1 of each year (each, an "Interest Payment Date"), commencing September 1,
2003, 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:
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Maturitv Year
2004
2005
2006
2007
2008
2009
Interest Rate
2.000%
2.000
2.050
2.500
2.850
3.000
Maturitv Year
2010
2011
2012
2013
2014
2015
Interest Rate
3.150%
3.300
3.450
3.600
3.625
3.750
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 or its agent by the Purchaser and immobilized
as provided in paragraph 6. No beneficial owners of interests in the Bonds will receive
certificates representing their respective interests in the Bonds except as provided in paragraph 6.
Except as so provided, during the term of the Bonds, beneficial ownership (and subsequent
transfers of beneficial ownership) of interests in the Global Certificates will be reflected by book
entries made on the records of the Depository and its Participants and other banks, brokers, and
dealers 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 denominarions of the Global Certificates.
Payment of principal of, prexniusn, if any, and interest on the Global Certificates will be made to
the Bond Registrar as paying agent, and in turn by the Bond Registrar to the Depository or its
nominee as registered owner of the Global Certificates, and the Depository according to the laws
and rules governing it will receive and forward payments on behalf of the beneficial owners of
the Global Certificates.
Payment of principal of, premium, if any, and interest on a Global Certificate may
in the City's discretion be made by such other method of transferring funds as may be requested
by the Holder of a Global Certificate.
6. Immobilization of Global 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 all of the Bonds with
the Depository or its agent. The Global Certificates shall be in typewritten forxn 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.
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Certificates evidencing the Bonds may not after their original delivery be
transfesed or exchanged except:
(i) Upon registration of transfer of ownership of a Giobal Certificate, as provided
in paragraph 12,
(ri) To any successor of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (ui) ofthis
subpara�aph, 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,
(rii) To a substitute depository designated by and acceptable to the City upon (a)
the determination by the Depository that the Bonds shall no longer be eligible for its
depository services or (b) a determination by the City that the Depository is no longer
able to carry out its functions, provided that any substitute depository must be qualified to
act as such, as provided in clause (ii) of this subparagraph, or
(iv) To those persons to whom transfer is requested in written transfer instructions
in the event that:
(a) the Depository sha11 resign or discontinue its services for the Bonds
and the City is unable to locate a substitute depository within two (2) months
following the resignation or deterxnination of non-eligibility, or
(b) upon a determination by the City in its sole discretion that (1) the
continuation ofthe book-entry system described herein, which precludes the
issuance of certificates (other than Global Certificates) to any Holder other than
the Depository (or its nominee), might adversely affect the interest of the
beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial
owners of the Bonds that they be able to obtain certificated bonds,
in either of which events the City shall notify Hoiders of its determination and of the
availability of certificates (the "Replacement Bonds") to Holders requesting the same and
the registration, transfer and exchange of such Bonds will be conducted as provided in
paragraphs 9B and 12 hereof.
In the event of a succession ofthe Depository as may be authorized by this
pazagraph, the Bond Registrar upon presentation of Global Certificates shall register their
transfer to the substitute or successor depository, and the substitute or successor depository shall
be treated as the Depository for all purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor depository unless the City and the
substitute or successor depository so agree, and a similaz agreement may be entered into.
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7. Redemption.
(a) Optional Redemption, Due Date. All Bonds maturing after March 1, 2011, 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 paz 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 ofthe 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 after the redemption date.
(b) Notation on Global Certificate. Upon a reduction in the aggregate principal
amount of a Global Certificate, the Holder may make a notation of such redemption on the panel
provided on the Global Certificate stating the amount so redeemed, or may return the Global
Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the
Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for
reference only, and may not be relied upon by any other person as being in any way
determinative of the principal amount of such Global Certificate outstanding, unless the Bond
Registraz has signed the appropriate column of the panel.
(c) Selection of Replacement Bonds. To effect a partial redemption of Replacement
Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption
shall assign to each Replacement Bond ha�ing a common maturity date a distinctive number for
each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then
select by lot, using such method 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 axnount of each such
Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
$5,000 for each number assigned to it and so selected.
(d) Partial Redemption of Replacement Bond. If a Repiacement Bond is to be
redeemed only in part, it shall be sunendered to the Bond Registraz (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond
Registraz duly executed by the Holder thereof or his, her or its attorney duly authorized in
writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and
deliver to the Holder of such Replacement Bond, without service charge, a new Replacement
Bond or Bonds of the same series having the same stated maturity and interest rate and of any
authorized denomination or denominations, as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
(e) Request for Redemption. The Bond Re�istrar shall call Bonds for redemption and
payment as herein provided upon receipt by the Bond Registru at least forty-five (45) days prior
1499919dZ
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to the redemption date of a request of the City, in written form if the Bond Registrar is other than
a City officer. Such request shall specify the principal amount of Bonds to be called for
redemption and the redemption date.
( fl Notice. Mailed notice of redemption shall be given to the paying agent (if other
than a City officer) and to each affected Holder. ff 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 Registraz. 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 appeazing in the Bond Register. All notices of redemption shall state:
(i) The redemption date;
(ri) The redemption price;
(iri) If less than all outstauding Bonds are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of the Bonds to
be redeemed;
(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 are to be surrendered for payment of the
redemption price (which shall be the office of the Bond Registrar).
(g) Notice to Depository. 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 ar its nominee, the Bond Registrar shall use its best efforts to deliver any such
notice to the Depository on the business day next preceding the date of mailing of such notice to
all other Holders.
8. Bond Registrar. U. S. Bank National Association, in Saint Paul,
Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the
"Bond Registraz"), and shall do so unless and until a successor Bond Registrar is duly appointed,
all pursuant to any contract the City and Bond Registrar shall execute which is consistent
herewith. A successor Bond Registraz shall be an officer of the City or a bank or tnxst 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 Registraz shall execute
which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and
until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be
paid to the Holders (or record holders) of the Bonds in the manner set forth in the £orms of Bond
and pazab aph 14 of this resolution.
9. Forms of Bond The Bonds shall be in the form of Global Certificates
unless and until Replacement Bonds are made available as provided in paragraph 6. Each form
of bond may contain such additional or different terms and provisions as to the fotxn of payment,
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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, to�ether with the Certificate of
Registration, the Register of Partial Payments, the form of Assignment and the registration
information thereon, shall be in substantially the following form and may be typewritten rather
than printed:
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iJNITED STATES OF AMERICA
STATE OF NIINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
R-
INTEREST
RATE
$
GENERAI.OBLIGATION STREET IlVIl'ROVEMENT
SPECIAL ASSESSMENT BOND, SERIES 2003B
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
CUSII'
Mazch 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
Mazch 1, 2003
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Minnesota (the °Issuer" or "City"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above or on the certificate of
registration below, or registered assigns, in the manner hereinafter set forth, the principal amount
specified above, on the maturity date specified above, unless called for earlier redemption, and to
pay interest thereon semiannuaily on Mazch 1 and September 1 of each year (each, an "Interest
Payment Date"), commencing September 1, 2003, at the rate per annum specified above
(calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid, from the date of
original issue hereof. The principal of and premium, if any, on this Bond are payable in same-
day funds by 2:30 p.m., Eastem time, upon presentation and surrender hereof at the principal
office of in Minnesota
(the "Bond Registrar"), acting as paying agent, or any successar payiug agent duly appointed by
the Issuer; provided, however, that upon a partial redemption of this Bond wluch results in the
stated amount hereof being reduced, the Holder may in its discretion be paid without
presentation of this Bond, which payment shall be received no later than 2:30 p.m., Eastern time,
and may make a notation on the panel provided herein of such redemption, stating the amount so
redeemed, or may return the Bond to the Bond Registrar in exchange for a new Bond in the
proper principal amount. Such notation, if made by the Aolder, sha11 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 Registraz 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., Eastem time, to the person in whose name this Bond is registered (the "Holder" or
"Bondholder") onthe registration books ofthe Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular Record Date"). Interest payments shall be
received by the Holder no later than 2:30 p.m., Eastern time; and principal and premium
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payments shall be received by the Holder no later than 2:30 p.m., Eastem time, if the Bond is
sunendered 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 sha11 be payable to the person who is the Holder hereof at the close
of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice of the Special Record Date shall
be given to Bondholders not less than ten days prior to the Special Record Date. The principal of
and premium, if any, and interest on this Bond are payable in lawful money of the United States
of America.
Date of Pa�ment Not Business Dav. If the date for payment of the principal of,
premium, if any, or interest on tlus Bond shall be a Saturday, Sunday, legal holiday or a day on
which ba.vking institutions in the City of New York, New York, or the city where the principal
office of the Bond Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the nea�t succeeding day which is not a Saturday, Sunday, legal
holiday or a day on which such banking institutions are authorized to close, and payment on such
date shall have the same force and effect as if made on the nominal date of payment.
Redemption. All Bonds of this issue (the "Bonds") maturing after March 1, 2011,
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. ffredemption is in part, those Bonds remaiuing unpaid may be
prepaid in such order of maturity and in such amount per maturity as the City shall determine;
and if only part of the Bonds having a common maturity date are called for prepayment, this
Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date.
Notice of Redemption. MaIled notice of redemption shall be given to the paying
agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereofwill be given by first class mai]
mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP" numbers assigned to the Bonds
shall be used.
Replacement or Notation of Bonds after Partial Redemption. Upon a partial
redemption of this Bond which results in the stated amount hereof being reduced, the Holder
may in its discretion make a notation on the panel provided herein of such redemption, stating
the amount so redeemed. Such notation, if made by the Holder, sha11 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 suirender this Bond to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
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 seroice chazge, a new Bond of the
same series having the same stated maturity and interest rate and of the authorized denomination
1499919dL 1 �
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in aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Bond so surrendered.
Issuance: Purpose: General ObliQation. This Bond is one of an issue in the total
principal amount of $3,340,000, all of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination and redemption privilege, which Bond has been issued
pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and
the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer
on February 26, 2003 (the "Resolution"), for the puipose of providing money to finance the
construction of various street improvements in the City. Tlus 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 generai obligation of the Issuer, and to
provide moneys for the prompt and full payment of its principal, premium, if any, and interest
when the same become due, the fuil faith and credit and taxing powers of the Issuer have been
and are hereby inevocably pledged.
Denominations: Exchanee: Resolution. The Bonds aze issuable originally only as
Global Certificates in the denomination of the entire principal amount of the issue maturing on a
single date, or, if a portion of said principal amount is prepaid, said principal amount less the
prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Replacement Bonds, if made a�ailable as provided below, are issuable solely as
fully registered bonds in the denominatioas of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
that:
Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event
(a) the Depository shall resign or discontinue its services for the Bonds, and only
if the Issuer is unable to locate a substitute depository within two (2) months following
the resignation or determination of non-eligibility, or
(b) upon a determination by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the Resolution, which precludes the
issuance of certificates (other than Global Certificates) to any Holder other than the
Depository (or its nominee), might adversely affect the interest of the beneficial owners
of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that
they be able to obtain certificated bonds.
Transfer. This Bond shall be registered in the name of the payee on the books of
the Issuer by presenting this Bond for registration to the Bond Registraz, who will endorse his,
her or its name and note the date of registration opposite the name of the payee in the certificate
of registration attached hereto. Thereafter this Bond may be transferred by delivery with an
1499919v2 1 1
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assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights
and powers of an owner until this Bond is presented with such assignment for re�strarion of
transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
and effective, and until such transfer is registered on said books and noted hereon by the Bond
Registrar, all subject to the teims 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 ofthis Bond may, at the direction and expense ofthe 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 taY or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regazding uansfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the
person in whose name tlus 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 shall be overdue, and neither the Issuer nor the
Bond Registraz shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any
purpose or be entitled to any secwity unless the Certificate of Authentication hereon shall have
been executed by the Bond Registraz.
Not Qualified T�-Exempt Obli�ations. The Bonds have not been designated by
the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota and the Charter of the Tssuer 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, tisne 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 originai purchaser,
does not exceed any constitutional or statutory or Charter limitation of indebtedness.
IN WIT'NESS 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.
1499919d2 12
Q 3� �-�
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one ofthe
Bonds described in the
Resolution mentioned
within.
Bond Registrax
Authorized Signature
Registrable by:
Payabie at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office ofFinancial
Services
General Obligation Street Improvement Special Assessment Bond, Series 2003B, No. R-
I499919v2 j 3
Q3 -1
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 OWNER BOND REGISTRAR
1499919d2 14
O 3 -yo
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 Registrar
If a notation is made on this register, such notation has the effect stated in the attached Bond.
Partial payments do not require the presentation of the attached Bond to the Bond Registraz, and
a Holder could fail to note the partial payment here.
1499919dZ 15
b3 -�03
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
7T TEN - as joint tenants with right of survivorship
and not as tenants in common
LJTMA - as custodian for
(C�st) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
1499919v2 1C
o3-ao3
AssiGrr�TV�r
For value received, the undersigned hereby sells, assigns and transfers unto
the attached
Bond and does hereby irrevocably constitute and appoint
attomey to transfer the Bond on the books kept for the registration
thereof, with full power of substitution in the premises.
Dated:
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.
Signatwe Guazanteed:
Signature(s) must be guaranteed by a national bank oz trust company or by a brokerage firm
ha�ing a membership in one of 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.)
]4999t9�2 17
63 -�n�
B. Replacement Bonds. If the City has notified Holders that Replacement Bonds
have been made available as provided in paragraph 6, then for every Bond thereafter transferred
or exchanged (including an exchange to reflect the partial prepayment of a Global Certificate not
previously exchanged for Replacement Bonds) the Bond Registrar sha11 deliver a certificate in
the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global
Certificate shall not otherwise be required to exchange the Global Certificate for one or more
Replacement Bonds since the City recognizes that some beneficial owners may prefer the
convenience of the Depository's registered ownerslup of the Bonds even though the entire issue
is no longer required to be in giobal book-entry form. The Replacement Bonds, together with the
Bond Registraz's Cert�cate of Authentication, the form of Assignment and the registration
information thereon, shall be in substantially the following form, with pazagraphs identical to the
form of Global Certificate stated by heading or initial text only:
1499919v2 18
0 3 �-a�
I�
GENERAL OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BOND, SERIES 2003B
INTEREST
RATE
%
REGISTERED OWNER:
PRINCIPAL AMOUNT:
LINITED STATES OF AMERICA
STA'I'E OF NIINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
�% 17
DATE OF
ORIGINAL ISSUE
$
CUSIP
Mazch 1, _
March 1, 2003
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 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,
2003, at the rate per annum specified above (calculated on tha basis of a 360-day yeaz of twelve
30-day months) until the principal sum is paid or has been provided for. This Bond wIll bear
interest from the most recent Interest Payment Date to which interest has been paid or, if no
interest has been paid, from the date of original issue hereof. The principal of and premium, if
any, on this Bond are payable upon presentation and surrender hereof at the principal office of
in
(the "Bond Registrar"), acting as paying agent, or any successor paying
agent duly appointed by the Issuer. Interest on this Bond wiil be paid on each Interest Payment
Date by check or draft mailed to the person in whose name tlus Bond is registered (the "Holder"
or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely
paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record
Date, and shall be payable to the person who is the Holder hereof at the close of business on a
date (the "Special Record Date") fixed by the Bond 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.
1499919dZ 19
03 -�°�
REFERENCE IS HEREBY MADE TO'I'HE F[.JR'I'HER PROVISIONS OF
THIS BOND SET FORTH ON THE REVERSE HEREOF, WFIICH PROVISIONS SHALL
FOR ALL PURPOSES HAVE 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 Council 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 offxcial seal hauing 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
By
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RA.MSEY COUNTY, NIINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
1499919VZ ZQ
03 -2oS
ON REVERSE OF BOND
Date of Payment Not Business Day.
Redem tion. All Bonds of this issue (the "Bonds") maturing after March 1, 2011,
aze subject to redemption and prepayment at the option ofthe 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 shail determine;
and if only part of the Bonds having a common maturity date are called for prepayment, the
specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions
thereof called for redemption shall be due and payable on the redemption date, and interest
thereon shall cease to accrue from and after the redemption date.
Notice of Redemption.
Selection of Bonds for Redemption. To effect a pastial redemption ofBonds
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 Registraz shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
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 sha11 be surrendered to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly
authorized in writing) and the Isuer shall execute (if necessary) and the Bond Registraz 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 ar denominations, as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance: Purpose; General Oblieation.
Denominations: Exchanee: Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denommations in
equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by his, her or its
attomey duly authorized in writing at the principal office of the Bond Registrar upon
presentation and surrender hereof to the Bond Registrar, all subj ect to the terms and conditions
1499919d1 Z 1
0 3 -ao3
provided in the Resolution and to reasonable regulations of the Issuer contained in any
agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the
Bond Registrar shall 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 "beazer" or
similar designation), of an authorized denomination or denominations, in aggregate principal
amount equal to the principai amount of this Bond, of the same maturity and bearing interest at
the same rate.
Fees upon Transfer or Loss.
Treatment of Registered Owner.
Authentication
Not Oualified T�-Exempt Obli atg ions.
ne�:�;»►vr_��r.��y
1499919�/L 22
a�-�3
ASSTGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint attomey to
transfer the Bond on the books kept for the registration thereof, with full power of substitution in
the premises.
Dated:
Notice: The assignor's signature to this ass DQnment must correspond with
the name as it appeazs upon the face of the within Bond in every
particulaz, without alteration or any change whatever.
Signature Guazanteed:
Signature(s) must be guazanteed by a national bank or trust company or by a brokerage fum
having a membership in one ofthe 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.)
1499919d2 23
0'3 -ae�
10. Execution. The Bonds shall be executed on behalf of the City by the
signatures of its Mayor, Clerk and Director, Office of Financial Services, each with the effect
noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that
the seal of the City may be a printed or photocopied facsimile; and provided further that any of
such signatures may he printed or photocopied facsimiles and the corporate seal may be omitted
on the Bonds as permitted by law. In the event of disability or resignation or other absence of
any such officer, the Bonds may be signed by the manual or facsimile signature of that officer
who may act on behalf of such absent or disabled officer. In case any such officer whose
signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer
before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he or she had remained in office until delivery.
1 l. Authentication: Date of Reeistration. 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 ofthe Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same persott. The Bond Registraz
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 Mazch 1, 2003. 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; Exchange. The City will cause to be kept at the
principal office of the Bond Registrar a bond register in which, subject to such reasonable
regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the
registration of Bonds and the registration of transfers of Bonds entitled to be registered or
transferred as herein provided.
A Global Certificate shall be registered in the name of the payee on the books of
the Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar,
who will endorse his or her name and note the date of registration opposite the name of the payee
in the certificate of registration on the Global Certificate. Thereafter a Global Certificate may be
transferred by delivery with an assignment duly executed by the Holder or his, her or its 1ega1
representative, and the City and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until a Global Certificate is presented
with such assignment for registration of transfer, accompanied by assurance of the nature
provided by law that the assignment is genuine and effective, and until such transfer is registered
on said books and noted thereon by the Bond Registraz, 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
subject to other restrictions ifrequired to qualify the Global Ceztificates as being "in registered
1499919v2 24
03 -�
form" witlun the meaning of Section 149(a) of the federal Intemal Revenue Code of 1986, as
amended.
If a Global Certifacate 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 Regisuar shall
authenticate, insert the date ofregistration (as provided in paragraph 11) of, and deliver, in the
name of the designated transferee or transferees, one or more new Replacement Bonds of any
authorized denominauon or denominations of a like aggregate principal amount, having the same
stated maturity and interest rate, as requested by the transferor; provided, however, that no bond
may be registered in blank or in the name of "bearer" or similar 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 shall 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 shall be valid
general obligations of the City evidencing the same debt, and entitled to the same benefits under
this resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer ar exchange shall be duly
endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond
Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in
writing.
The Bond Registrar may require payment of a sum sufficient to cover any taz� or
other governmental charge payable in connection with the transfer or exchauge of any Bond and
any legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable rewlations of the City contained in
any agreement with, or notice to, the Bond Registraz, including rea lations which permit the
Bond Registrar to close its transfer books between record dates and payment dates.
13. Riahts Upon Transfer or Exchange. Each Bond delivered upon transfer of
or in exchan�e 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.
1499919v2 ZS
o� -�.3
14. Interest Payment: Record Date. Interest on any G1oba1 Certificate shall be
paid as provided in the first paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to the person in whose name the
Bond is registered (the "Holder") on the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearinD thereon at the close of business on the
fifteenth (i 5th) day of the calendar month preceding such Interest Payment Date (the "Regular
Record Date"). Any such interest not so timely paid shall cease to be payable to the person who
is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the
Holder thereof at the close of business on a date (the "Special Record Date") fu�ed by the Bond
Registraz whenever money becomes available for payment of the defaulted interest. Notice of
the Speciai 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 Re�istered Owner: Consent of Holders.
A. For the purposes of all actions, consents and other matters affecting Holders of the
Bonds, other than payments, redemptions, and purchases, the City may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person
in whose name the Bond is registered. For that purpose, the City may ascertain the identity of
the beneficial owner of the Bond by such means as the Bond Registraz 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 pazagraph 14 above) on, such
Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, aud
neither the City nor the Bond Registraz 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 sucb 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 ofthe purposes ofthis Resolution and shall be conclusive in
favor of the City with regazd to any action taken by it under such request or other instmment,
namely:
(1) The fact and date ofthe 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 subpazagraph (A) above, the fact ofthe 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.
1499919d2 Z(
�n� _'ao�
16. Delivery; A�plication ofProceeds. 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 "2003
Capital Projects Fund" (numbered C-03, the "Capital Fund"), to be administered and ma.intained
by the City Treasurer as a bookkeeping account separate and apart from all other accounts
maintained in the official financial records of the City. There has been heretofore created and
established the "General Obligation Special Assessments -- Streets Debt Service Fund"
(numbered 963, the "Debt Service Fund"). 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) Cavital Fund. To the Capitai Fund there shall be credited the proceeds of
the sale of the Bonds, less accrued interest received on the Bonds, and less any atnount
paid for the Bonds in excess of $3,309,940. From the Capital Fund there sha11 be paid all
costs and e�penses 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 dwing the construction period); and the moneys in the Capital Fund shall be used
for no other puzpose 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 taYes 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 unprovement
instituted pursuant to the City's Charter or Minnesota Statutes, Chapter 429, or used to
pay the costs of any other purpose pertnitted by law, or transferred to the Debt Service
Fund: All earnings on the Capital Fund shall be transferred to the Debt Sezvice Fund, or
may be retained in the Capital Fund.
(ii) 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
special assessments herein covenanted to be levied with respect to the Improvements, to
the e�ent provided in paragraph 19; (b) all accrued interest received upon delivery of the
Bonds; (c) all funds paid for the Bonds in excess of $3,309,940; (d) any collections of all
taYes which are levied herein, or which may hereafter be levied in the event that the
special assessments herein pledged to the payment ofthe Bonds and interest thereon aze
insufficient therefor; (e) all funds remaining in the Capital Fund after completion of the
Improvements and payment of the costs thereof, not so transfesed to the account of
another improvement or used to pay the costs of any other purpose permitted by law; and
(fl 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 shall be paid from the Debt Service Fund or any other special
1499919dL 2'�
o� - ao�
account therein, and the Bonds are hereby made payable from the Debt Service Fund and
any other special accounts therein for tlus 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 aze 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 shali 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 account 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 shali be used directly or indirectly to
acquire higher yielding investments or to replace funds which were used directly or indirectly to
acquire higher yielding investments, except (1) for a reasonable temporary period until such
proceeds are needed for the purpose for which the Bonds were issued, and (2) in addition to the
above in an amount not greater than five percent (5%) of the proceeds of the Bonds. To this
effect, any sums from time to time held in the Capital 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 azbitrage 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 a8er taking inYo account auy applicable "temporary periods" or "minar portion"
made available under the federal arbitrage regulations. In addition, the proceeds ofthe Bonds
and money in the Capital 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 e�;tent that such investment would cause the
Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the federal Intemal
Revenue Code of 1986, as amended (the "Code").
18. Assessments: Coverage Test. The City Council has heretofore
determined, and does hereby determine, to proceed with the Improvements 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 the
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 year
after ordering each Improvement financed hereunder unless the resolution ordering the
Improvement 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 enor, defect, or irregulazity, 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 perfarmance of any
condition precedent thereto, the City and this Council will forthwith do all further acts and take
1499919d1 28
�
all further proceedings as may be required by law to make the assessments a valid and binding
lien upon such properiy.
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 aze required by
conditions in e�stence at the rime the assessments are levied, the assessments are-hereby
authorized and it is hereby determined that the assessments shall be payable in equal,
consecutive, annual installments, with general taxes for the years shown below and with interesl
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 ation
WheelerlIglehart
Margaret/Atlantic
Edgebrook/Morningside
Seventh/Daly
Amount
$1,040,76b
978,408
723,418
601.090
Lew Yeazs
Collection
Years
TOTAL
$3,343,682
2003-2022
for all
2004-2023
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 (2015). At the time the assessments for the
Improvements are in fact levied the City Council shall, based on the then-current estimated
collections of the assessments, make any adjustments in any ad valorem taYes required to be
levied in order to assure that the City continues to be in complaance with Minnesota Statutes,
Section 475.61, Subdivision 1.
19. Limit on Special Assessments Pled¢ed. The City Council hereby finds,
determines and declares that the payment of the Bonds does not require the pledge of ail 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 Service Fund. Only
$3,343,682 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
$734,800 are necessary prior to their scheduled receipt in order to pay debt service on the Bonds
on March 1, 2004) 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 shali be credited
instead to a special account in the Capital Fund, and used for the purpose of paying any
addirional costs of the Improvements and the costs of other improvements approved by the City,
as follows: (a) the first $734,800 of all prepayxnents of special assessments recognized in
paragraph 18 shall be credited to the Debt Service Fund, (b) thereafter until such time as the
1499919v2 29
special assessments from time to time 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 remaining
assessments in excess of the Pledged Assessments shall be credited to said special account of the
Capital Fund, and used as provided above.
20. Tax Lew; Coveraee Test. If taaces are levied as provided in the final part
of paragraph 18, the tax levies shall 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 2015 there is hereby levied upon all of the taxable properiy in the City a direct annual
ad valorem tax which shall be spread upon the tas rolls and collected with and as part of other
general properly tases in the City for the yeazs and in the amounts as follows:
Year of TaY Year of TaY
Lew Collection Amount
2013 2014 $1,289,227
The tax levies are such that if collected in full they, together with estimated
collections of special assessments and other revenues herein pledged for the payment of the
Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when due
the principal and interest payments on the Bonds. The taa{ levies shall 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 pernutted by Minnesota Statutes,
Section 475.61, Subdivision 3.
21. Generai Oblieation Pledge. For the prompt and full payxnent of the
principal and interest on the Bonds, as the same respectively become due, the full faith, credit
and tucing powers of the City shall be and are hereby inevocably pledged. If the balance in the
special account relating to the Bonds in the Debt Service Fund (as defined in paragraph 17
hereofj is ever insufficient to pay all principal and interest then due on the Bonds payable
therefrom, the deficiency shall be promptly paid out of any other funds of the City which are
available for such purpose, including the general fund of the City and 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. Certificate of ReQistration. The Director, Office of Financial Services, is
hereby directed to file a certified copy of this Resolution with the officer of Ramsey County,
1499919v2 30
crs —aO�
Mviuesota, 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
ta�c levy required by law has been made.
23. 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 affida�its,
certificates and information as aze required to show the facts relating to the legality and
marketability of the Bonds as the same appeaz from the books and records under their custody
and conuol or as otherwise known to them, and all such certified copies, certificates and
�davits, including any heretofore furnished, sha11 be deemed representations ofthe City as to
the facts recited therein.
24. Ne�ative Covenants as to Use of Proceeds and Im�rovements. The City
hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or
permit them to be used, or to enter into any deferred payment arrangements for the cost of the
Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the
meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no
actions will be taken over the teixn of the Bonds that would cause them to be private activity
bonds, and the average term of the Bonds is not longer than reasonably necessary for the
governmental purpose of the issue. The City hereby covenants not to use the proceeds of the
Bonds in such a manner as to cause the Bonds to be "hedge bonds" within the meaning of
Section 149(g) ofthe Code.
25. Tax-Exempt Status ofthe 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 investment earnings to the
United States.
The City expects that the two-year expenditure exception to the rebate
requirements may apply to the construction proceeds ofthe Bonds.
If any elections are auailabie now or hereafter with respect to azbitrage or rebate
matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office ofFinancial
Services, or any of them, are hereby authorized and directed to make such elections as they deem
necessary, appropriate or desirable in connection with the Bonds, and all such elections sha11 be,
and shall be deemed and treated as, elections of the City.
26_ No Desianation of Oualified TaY-Exempt Obliaations. The Bonds,
together with other obligations issued by the City in 2003, 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 aze not designated for such purpose.
1499919�/L 31
D'3 -�03
27. 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 Tmst Company. So long as The Depository
Tmst 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 a�eement or consent of The Depository
Trust Company.
28. Neeotiated Sale. The City has retained Springsted Incorporated as an
independent fmancial 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).
29. Continuing Disclosure. The City is an obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described, to:
A. Provide or cause to be provided to each nationally recognized municipal
securities information repository ("NRMSIR") and to the appropriate state information
depository ("SID"), if any, for the State of Minnesota, in each case as designated by the
Commission in accordance with the Rule, certain annual financial information and
operating data in accordance with the Undertaking. The City reserves the right to modify
from time to time the terms of the Undertaking as provided therein.
B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of
the occurrence of certain material events with respect to the Bonds in accordance with the
Undertaking.
C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual
financial information with respect to the City described in the Undertaking.
The City agrees that its covenants pursuant to the Rule set forth in this paragraph
29 and in the Undertaking are intended to be far 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 Director, Office of Financial Services, or any other officers of the
City authorized to act in their stead (the "Officers"), are hereby authorized and directed to
execute on behalf ofthe City the Undertaking in substantially the form presented to the City
Council, subject to such modifications thereof or additions thereto as are (i) consistent with the
requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
1499919dZ � 2
03 -b°3
30. Severabilitv. If any section, pazagraph or provision of this resolution shall
be heid to be invalid or unenforceable for any reasoq the invalidity or unenforceability of such
section, paragraph or pzovision shall not affect any of the remaining provisions of this resolution.
31. Headin¢s. 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.
_ . n .
1499919dL 3 �
85 E. SEVENTH PLACE, SUITE 100
SAINT PAUL, MN SS I01-28R7
6512233000 FAX:651.2233002
E-MAIL: advisors@sprinQsted.com
��
O'a -a�j�
SPRINGSTED
Adviton m �he Po61it Secwr
$3,340,000
City of Saint Paul, Minnesota
General Obligation Street Improvement Special Assessment Bonds, Series 2003B
(Book Entry Only)
,_�.�
SALE:
February 26, 2003
Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interest Net Interest 'I7ue Interest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY 1NC.
WELLS FARGO BROKERAGE
SERVICES, LLC
UBS PAINEWEBBER INCORPORATED
MORGAN STANLEY -
MORGAN STANLEY DW INC.
SALOMON SMITH BARNEY
CRONIN & COMPANY,INCORPORATED
CIBC World Mazkets
Citizens Bank
Hutchinson, Shockey, Erley &
Company
Banc of America Securities LLC
Kirlin Securities, Inc.
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE SERVICES, LLC
2.00%
2.05 %
2.50 %
2.85 %
3.00%
3.15 %
3.30%
3.45 %
3.60%
3.625 %
3.75 %
2.00 %
2.45 °k
3.10%
330%
3.50%
3.625 %
3.75%
4.00%
2004-2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2004-2007
2008
2009-2010
2011
2012
2013
2014
2015
$3,309,940.00
$3,339,372.95
$932,937.50
$941,552.05
3.6306 %a
3.6336%
(Continued)
CORPORATE OFFIC£: SAINT PAUL, MN • Visit our webs�re at www.spnngsted.wm
DES M07NES, [A • MILWAUKEE, WI • MINNEAPOLIS, MN • OVERLAND PARK, KS • VIRGINIA BEACR, VA • WASHINGTON, DC
Interest Net Interest True Interes[
Bidder Rates Price Cost Rate
WACHOVIA SECURITIES
2.00%
2.25 %
2.75 %
3.00%
3.25 %
3.50%
3.60%
3.75 %
3.85 %
2004-2006
2007
2008
2009
2010
2011-2012
2013
2014
2015
$3,322,292.40 $940,065.10 3.6460%
RBC DAIN RAUSCHER INC. 1.50% 2004-2006 $3,340,641.40 $944,438.60 3.6646%
ABN-AMRO FINANCIAL SERVICES 2.00% 2007
GRIFFIN, KUBIK, STEPHENS & 2.40% 2008
THOMPSON, INC. 2.75% 2009 `
STIFEL NICOLAUS & CO. INC 3.10% 2010
CHARLES SCHWAB & COIvSPANY �
- _ _-
_.—. ,—
,._, ,—
335 °k ZOl F -,_ -, , . -. - =
Axelrod Associates, Inc. 3.50% 2012 �
Prudential Securiaes, Inc. 3.625% 2013
Stone & Youngberg LLC
Harris Trust & Savings Bank
Robert W. Baird & Company,
Incorporated
Dougherty and Company LLC
Isaak Bond Investments, Inc.
Northem Trust Securities, Inc.
Prager, McCazthy & Sealy, LLC
Rate
3.75 % 2014
3.90% 2015
Reoffering Schedule oFthe Purchaser
2.00%
2.00 %
2.05 %
2.50%
2.85 %
3.00 %
3.15 %
330%
3.45%
3.60%
3.625 %
3.75 %
Yeaz
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
Yield
1.10%
1.60%
1.60%
2.05 °�
2.50 %
2.85 %
3.15 %
335%
3.50 %
3.60%
3.70%
3.80 %
BBI: 4.79%
Average MaNriry: 7.695 Yeazs
DEPAR7MEM/OFFlCE/COUNCI
Office of Finandai Services
26GS837
o a -ao�
No 114040
mivaWate
u o�ra�n.m�ruu�crat � 4� crtrcaa+a�
CqF1 _
ENDA BY (DA"f� ^ �
ASSIGN �(l
� CRYATiO(tNEY f, ] CrtYC cer
NUMBE32PoR I
ROVfING
❑ FW�NCW.SERVICESOIR FWMICW.SERV/ACCfG
ORDER I
� MATOR ❑
TOTAL # OF SIGNATURE PAGES 1_ (CLIP ALL LOCATIONS FOR SIGNATUREj I
iis resolution accepts the winning proposal and awards the bid for the $3,340,000 G.O.
reet Improvement Spedal Assesment Bonds Series 2003B. This is a competitive bond sale and the award
going to the bidder found most advantageos (lowes[ cost) to the Cily.
7A I I VN APP�OVC (A) Of KBJ2C[ (I
PLANNING CAMMISSION
CIB COMMITTEE
CIVIL SERVICE COMMISSION
RSONAL SERVICE CONTRARS MUST ANSWER THE FOLLOWING QUESTIONS:
Has Nis perso�rm evu worked under a contract for this departmenl?
VES NO
Has this perso�rm evu 6een a city emD�oyee?
YES NO
Dces this personlfirtn possess a skill not �rormally possessed by am� wrteM city employee?
YES NO
Is this perSONfirm a Wrgeletl verWOR
VES NO
bontls are for the purpose of (nancing certain street improvements within the City, antl will be repaitl by special assesmertls
IF APPROVED
available for street improvements.
IF APPROVED
for certain street improvemenfs v�dl �wt be available.
SOURCE
TRANSACiION S E3,xo,aoo
INFORM4T10N (EXPLAIN)
DATE INIMTED
oti,aro3 GREEN SHEET
midaVDaa
COST/REVENUE BUDGETED (CIRCLE ON�
VES
NO
ACTIVITV NUMBER
03 -ao3
WHEREAS, "Participants" means those financial institutions for whom the
Depository effects book-entry transfers and pledges of securities deposited and immobilized with
the Depository; and
WI-IEREAS, The Depository Tmst Company, a limited purpose tru�mpany
organized under the laws of the State of New York, or any of its successors or succ ssors to its
functions hereunder (the "Depository"), will act as such depository with respect t the Bonds
except as set forth below, and the City has heretofore delivered a letter ofrepr�tations (the
"Letter of Representations") setting forth vazious matters relating to the Depo,srtory and its role
with respect to the Bonds; and �
WHEREAS, the City will deliver the Bonds in the form q� one certificate per
maturity, each representing the entire principal amount of the Bonds d e on a particulaz maturity
date (each a"Global Certificate"), which single certificate per matur' y may be transferred on the
City's bond register as required by the Uniform Commercial Code ut not exchanged for smaller
denominations unless the City determines to issue Replacement onds as provided below; and
WHEREAS, the City will be able to replace Aepository or under certain
circumstances to abandon the "global book-entry form" by ermitting the Global Certificates to
be exchanged for smaller denominations typical of ordin bonds registered on the City's bond
register; and "Replacement Bonds" means the certificat representing the Bonds so
authenticated and delivered by the Bond Registrar pur ant to paragraphs 6 and 12 hereof, and
WHEREAS, "Holder" as used Y
registered on the registration books of the City
in pazagraph 8(the "Bond Registrar"); and
means the person in whose name a Bond is
ained by the registrar appointed as provided
WHEREAS, Rule 15c2-12 of he Securities and Exchange Commission prohibits
"participating underwriters" from purchas' or selling the Bonds unless the City undertakes to
provide certain continuing disclosure wit respect to the Bonds; and
WIlEREAS, pursuant t Minnesota Statutes, Section 475.60, Subdivision 2(9),
public sale requirements do not apply to the Bonds if the City retains an independent financial
advisor and determines to sell the nds by private negotiation, and the City has instead
authorized a competitive sale wit ut publication of notice thereof as a form of private
negotiation; and
WHEREAS, oposals for the Bonds have been solicited by Springsted
Incorporated pursuant to a�Official Statement and Terms of Proposal therein:
NOW,
Paul, Minnesota, as fc
BE IT RESOLVED by the Council ofthe City of Saint
1. Acceptance of Proposal. The proposal of
(the "Purchaser") o purchase $3,34Q000 General Obligation Street Improvement Special
Assessment Bo s, Series 2003B, of the City (the "Bonds", or individually a"Bond"), in
accordance with the Terms of Proposal for the bond sa1e, at the rates of interest hereinafter set
forth, and to pay therefor the sum of $ plus interest accrued to settlement, is hereby
1499919d1
0'3-3a3
Maturitv Year
2004
Z��S
2006
2007
2008
2009
Interest Rate
%
Maturit�
2�1�
2011
2012
2013
2014
2015
Interest Rate
%
5. Descri tion of the Giobal Certificates and Global Book-En S stem.
Upon their original issuance the Bonds will be issued in the formP a single Global Certificate
for each maturity, deposited with the Depository or its agent by�e Purchaser and iznmobilized
as provided in pazagraph 6. No beneficial owners of interests ' the Bonds will receive
certificates representing their respective interests in the Bon except as provided in pazagraph 6.
Except as so provided, during the term of the Bonds, bene cial ownership (and subsequent
transfers of beneficial ownership) of interests in the Glo 1 Certificates will be reflected by book
entries made on the records of the Depository and its P icipants and other banks, brokers, and
dealers participating in the National System. The De ository's book entries of beneficial
ownerslup interests are authorized to be in increme� of $5,000 of principal of the Bonds, but
not smaller increments, despite the larger authon d denominations of the Global Certificates.
Payment of principal of, premium, if any, and � erest on the Global Certificates will be made to
the Bond Registrar as paying agent, and in by the Bond Registrar to the Depository ar its
nominee as registered owner of the Global rtificates, and the Depository according to the laws
and rules goveming it will receive and fo ard payments on behalf of the beneficial owners of
the Global Certificates.
Payment of principal o, premium, if any, and interest on a Global Certificate may
in the City's discretion be made by s ch other method of transferring funds as may be requested
by the Hoider of a Giobal Certifica .
6. Immobil' tion of Global Certificates b the De osito � Successor
De osito � Re lacement Bon s. Pursuant to the request of the Purchaser to the Depository,
which request is required by e Terms of Proposal, immediately upon the original delivery of
the Bonds the Purchaser wi deposit the Global Certificates representing all of the Bonds with
the Depository or its agent The Global Certificates shall be in typewritten form or otherwise as
acceptable to the Deposi ry, shall be registered in the name of the Depository or its nominee
and shall be held immo Ilized from circulation at the o�ces of the Depository or its agent on
behalf of the Purchas and subsequent bondowners. The Depository or its nominee will be the
sole holder of recor of the Global Certificates and no investor or other party purchasing, selling
or otherwise transf ning ownership of interests in any Bond is to receive, hold or deliver any
bond certificates o long as the Depository holds the Global Certificates immobilized from
circulation, exc t as provided below in this pazagraph and in pazagraph 12.
1499979d2
O 3 - �3
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, ;
the special assessments are hereby authorized. Subject to such adjustments as are
conditions in existence at the time the assessments are levied, the assessments aze
authorized and it is hereby determined that the assessments shall be payable in eqi
consecutive, annual installments, with general t�es for the years shown below
on the declining balance of all such assessments at a rate per annum approxi tei.
(i%) per annum in excess of the net effective rate of interest on the Bonds:
Improvement
Desi nation
Wheelerilglehart
MargazeUAUantic
Edgebrook/Morningside
Seventk�/Daly
TOTAL
Amount
$1,152,360
913,114
530,317
573 679
$3,169,470
Levy Years
2003-:
for all
ibdivi ' n 3,
�qu' ed by
e by
�
with interest
one percent
Years
2004-2023
for all
The special assessments for the Imp ovements and with respect to the Prior
Improvements shali be such that if collected in they, together with estimated collections of
other revenues herein pledged for the payment f the Bonds, will produce at least five percent
(5%) in excess of the amount needed to meet hen due the principal and interest payments on
the Bonds in every yeaz except the fmal ye (2015). At the time the assessments for the
Improvements are in fact levied the City ouncil shall, based on the then-current estimated
collections of the assessments, make an adjustments in any ad valorem ta�ces required to be
levied in order to assure that the City ntinues to be in compliance with Minnesota Statutes,
Section 475.61, Subdivision 1.
19. Limit on S ecial Assessments Pled¢ed. The City Council hereby fmds,
determines and declares that th payment of the Bonds does not require the pledge of all the
special assessments which be levied with respect to the Improvements identified in
pazagraph 18, and that it is cessary, proper and expedient to provide that payments and
prepayments of special ass ssments in excess of the debt service requirements of the Bonds be
put to use for other purp es sooner than upon the termination of the Debt Service Fund. Only
$ original � cipal amount of the special assessments (which amount is the
"Pledged Assessment '), and interest thereon, recognized in paragraph 18 of this Resolution (of
which $ e necessary prior to their scheduled receipt in order to pay debt service on
the Bonds on Maz 1, 2004) are or shall be pledged to the payment of the Bonds, and payments
of, or with respe to, such special assessments in excess of the Pledged Assessments shall be
credited instea to a special account in the Capital Fund, and used for the purpose of paying any
additional co s of the Improvements and the costs of other isnprovements approved by the City,
as follows: a) the first $ of all prepayments of special assessments recognized in
paragraph 18 sha11 be credited to the Debt Service Fund, (b) thereafter until such time as the
1499919�/L Zc�
b'b -3�3
special assessments from time to time outstanding equal in originai principal amount the Pledged
Assessments or less, prepayments of any of the special assessments recognized in pazagraph 18
shall be treated as prepayments of the portion of the special assessments not pledged �b the
Bonds and shall be credited instead to said special account of the Capital Fund, and/ised as
provided above, and (c) while the special assessments from time to time outstan�}ing equal in
original principal amount the Pledged Assessments or more, regular installm�f payments made
on the Pledged Assessments only (not all of the special assessments) shall b� credited to the Debt
Service Fund, and regular iustallment payments on that portion, if any, of e remaining
assessments in excess of the Pledged Assessments sha11 be credited to s d special account of the
Capital Fund, and used as provided above.
20. TaY Lew: Coveraee Test. If taYes are levi�d as provided in the finai part
of paragraph 18, the taY levies shall be irrepealable so long as a�y of the Bonds are outstanding
and unpaid, provided that the City reserves the right and powe to reduce the levies in the manner
and to the extent permitted by Minnesota Statutes, Section 4�61, Subdivision 3.
To provide moneys for payment of the
be paid in 2015 there is hereby levied upon all of the 1
ad valorem taz� which shall be spread upon the t� ro�
general properiy taxes in the City for the yeazs and ip
Year of T�
Lev,�
Yeaz
2013
The tas levies are suc
collections of special assessments an
Bonds, will produce at least five perc
the principal and interest payments
any of the Bonds are outstanding d
to reduce the levies in the manne an
Section 475.61, Subdivision 3.
201
r�icipal and interest on the Bonds due to
�able property in the City a direct annual
and collected with and as part of other
the amounts as follows:
• u•
$
h th " if collected in full they, together with estimated
d her revenues herein pledged for the payment of the
t(5%) in excess of the amount needed to meet when due
the Bonds. The taz� levies shall be irrepealable so long as
unpaid, provided that the City reserves the right and power
d to the e�tent permitted by Minnesota Statutes,
21. Gener Obli ation Pled e. For the prompt and full payment of the
principal and interest on th onds, as the same respectively become due, the full faith, credit
and taacing powers of the ity shall be and are hereby irrevocably pledged. If the balance in the
special account relating the Bonds in the Debt Service Fund (as defined in paragraph 17
hereo fl is ever insuffici nt to pay all principal and interest then due on the Bonds payabie
therefrom, the deficie cy shall be promptly paid out of any other funds of the City which are
auailable for such p ose, including the general fund ofthe City and the Debt Service Fund and
the special account therein, and such other funds may be reimbursed with or without interest
from the special count in the Debt Service Fund relating to the Bonds when a sufficient
balance is avail le therein.
22. Certificate ofReQistration. The Director, Office ofFinancial Services, is
hereby dir ed to file a certified copy of this Resolution with the officer of Ramsey County,
149991h2 30
85 SEVErTH PLACE EAST, SUITE 100
SAINT PAUL, MN ii101-2887
651.223.3000 FAX:651.223.3002
E .�IAIL: adrisors@sPringsted.<om
/�
SPRINGSTED
Adv�sors to tF.e Publir Senor
February 26, 2003
Mr. Matt Smith, Director of Financial Services
Ms. Barb Maynard, Treasurer
Mr. Todd Hurley, Municipal Debt Manager
City of St. Paul Treasury Division
Office of Financial Services
160 City Hall
15 West Kellogg Blvd
Saint Paul, MN 55102
RE: Recommendations for Award of City of Saint Paul's:
$22,235,000 General Obligation Capital Improvement Bonds, Series 2003A
$3,340,000 General Obligation Street Improvement Special Assessment Bonds,
Series 20036
$10,650,000 Water Revenue Bonds, Series 2003C
Dear Mr. Smith, Ms. Maynard and Mr. Hurley:
0 3 - �.�3
This letter summarizes the results of the competitive bids opened at 10:00 a.m. and at
10:30 a.m. this morning for these three issues.
Purpose of Issues
The CIB Issue has two components. $19,000,000 is to fund various capital improvements.
$3,235,000 is to `currenY refund the 1995 CIB Issue to achieve interest cost savings. The CIB
Issue will be repaid by property tax levies. The 1995 CIB Issue has a current interest rate of
5.10%.
The purpose of the Street Issue is twofold: first, to fund portions of the City's annual street
improvement program. This Street Issue is expected to be repaid by special assessments on
benefiting properties.
The purpose of the Water issue is to fund current capital improvements of the Saint Paul
Regional Water Authority. The Water Issue wiii be repaid by general revenues of the Utility.
Tax-Exempt Market Rates
The municipal tax-exempt market remains in a historic Iow range. 7he national index of these
interest rates, the BBI, is at the very low point of 4.79%.
COAPORATE OFFICE: SAINT PAUL, MN . Visit our website at www.sPringsted.com
IOWA • KANSAS � MINNESOTA � VIRG[NIA + WASHINGTON, DC s WISCONSIN
City of Saint Paui, Minnesota
February 26, 2003
Page 2
Sale Results
�'� -��
The City received five bids on the CIB Issue. The senior managers of the bidding syndicates
were as follows:
Rank Bidder
UBS PaineWebber Inc.
Advest, Inc.
Howe Barnes Investments
US Bancorp Piper Jaffray
RBC Dain Rauscher Inc.
TIC %
2.9969%
2.9999%
3.0124%
3.0241 %
3.0409%
The lowest or best bid was received from UBS PaineWebber Inc. at a true interest rate of
2.9969%. Last year's CIB sale received a winning bid of 3.7160%. For the refunding portion of
this issue the TIC was 1.485%. This rate resulted in a net present value interest cost savings
after deducting all financing costs of $106,600. The net future value savings were $111,820.
The City received four bids on the Street Issue:
Rank Bidder 1"IC %
US Bancorp Piper Jaffray 3.6306%
UBS PaineWebber inc. 3.6336%
Wachovia Bank, National Association 3.6460%
RBC Dain Rauscher Inc. 3.6646%
The lowest or best bid was received from US Bancorp Piper Jaffray, at a true interest rate of
3.6306%.
The City received three bids on the Water Issue:
Rank Bidder
US Bancorp Piper Jaffray
Morgan Stanley, Dean Witter & Co.
RBC Dain Rauscher Inc.
TIC %
3.9494%
4.0263%
4.0683%
The lowest or best bid was received from US Bancorp Piper Jaffray at a true interest rate of
3.9494%
The difference in interest rates between these three 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.
In the case of the Water Issue there is also a difference in credit quality.
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 Street Issue and Water
Issue, and to UBS Paine Webber on the CIB Issue.
City of Saint Paul, Minnesota
February 26, 2003
Page 3
Basis of Recommendation
We believe the interest rates received by the City today reflect aggressive bidding on each
issue. For all three issues the bid resuits are approximately 3l10ths of 1% under our estimates
of late January and early February. The objectives underlying each issue were exceeded with
inierest rates well below the estimates, and interest cost savings on ihe refunding issues well in
excess of estimates.
Credit Rating
The City's general obligation rating for these issues were reaffirmed by Standard & Poor's and
Moody's, at AAA from S&P, and Aa2 from Moody's. 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 prccess.
Respectfully,
C �pr v �
David N. MacGillivray
Chairman
fl�'��
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Enclosure