03-205(�.�,��.,.,..� - r�b �c, aoo3
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RESOLUTION
OF SAINT PAUL, NIINNESOTA
Presented By
Refeaed To
Council File # �' — �.15
Green Sheet # 1 1� Q_',��
3'�
Co�ittee:
2 ACCEPTING PROPOSAL ON SALE OF
3 $22,235,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
4 BONDS, SERIES 2003A,
5 PROVIDING FOR TI�IR ISSUANCE, AND LEVYING
6 A TAX FOR THE PAYMENT THEREOF
7 WHEREAS, the D'uector, Office of Financiai Services, has presented proposals
8 received for the sale of $22,235,000 General Obligation Capital Improvement Bonds, Series
9 2003A (the "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
10 WHEREAS, the proposals set forth on Exhibit A attached hereto were received
11 pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:30 A.M.,
12 Central Time, this same day; and
13 WHEREAS, the Director, Office of Financial Services, has advised this Council
14 that the proposal of yqa P �� bb,,,.r „�� . was found to be the most advantageous
15 and has recommended that said proposal be accepted; and
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WHEREAS, the proceeds of the Bonds will finance (1) certain capital
improvements, for which the City is proceeding pursuant to its Charter and Laws of Minnesota
for 1971, Chapter 773, as ariiended, with any excess to be used for any other purpose permitted
by law, and (2) the current refunding of the 2004 and 2005 maturities (aggregating to
$3,15Q000) of the City's General Obligation Capital Improvement Bonds, Series 1995B (the
"Refunded Bonds"), for payment on May l, 2003; and
22 WHEREAS, the Refunded Bonds are callable on March 1, 2003, and on any day
23 thereafter at a price of par plus accrued interest, and refunding them is consistent with covenants
24 made with the holders thereof, and is necessary and desirable for the reduction of debt service
25 cost to the City; and
26 WHEREAS, the City has heretofore issued registered obligations in certificated
27 form, and incurs substantial costs associated with their printing and issuance, and substantial
28 continuing transaction costs relating to their payment, transfer and exchange; and
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WHEREAS, the City has detemuned that significant sa�ings 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 noxninee, and held in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities cleazance and settlement system (the
"National System") registers transfers of ownership interests in the bonds by making
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1 computerized book entries on its own books and disiributes payments on the bonds to its
2 Participants shown on its books as the owners of such interests; and such Participants and other
3 banks, brokers and dealers puticipating in the Narional System will do likecvise (not as agents of
4 the City) if not the beneficial owners of the bonds; and
5 WHEREAS, "Participants" means those financial institurions for whom the
6 Depository effects book-entry transfers and pledges of securities deposited and immobilized with
7 the Depository; and
8 WHEREAS, The Depository Trust Company, a limited purpose trust company
9 organized under the laws of the State of New York, or any of its successors or successors to its
10 functions hereunder (the "Depository"), will act as such depository with respect to the Bonds
11 except as set forth below, and the City has heretofore delivered a letter of representations (the
12 "Letter of Representations") setting forth various matters relating to the Depository and its role
13 with respect to the Bonds; and
14 WHEREAS, the City will deliver the Bonds in the form of one certificate per
15 maturity, each representing the entire principal amount of the Bonds due on a particulaz maturity
16 date (each a"Global Certificate"), which single certificate per maturity may be transferred on the
17 City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
18 denominations unless the City deternunes to issue Replacement Bonds as provided below; and
19 WHEREAS, the City will be able to replace the Depository ar under certain
20 circumstances to abandon the "global book-entry form" by permitting the Global Certificates to
21 be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
22 register; and "Replacement Bonds" means the certificates representing the Bonds so
23 authenticated and delivered by the Bond Registrar pursuant to pazagraphs 6 and 12 hereof; and
24 WHEREAS, "Holder" as used herein means the person in whose name a Bond is
25 registered on the registration books of the City maintained by the registrar appointed as provided
26 in paragraph 8(the "Bond Registrar"); and
27 WIIEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
28 "participating undeiwiiters" from purchasing or selling the Bonds unless the City undertakes to
29 provide certain continuing disclosure with respect to the Bonds; and
30 WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
31 public sale requirements do not apply to the Bonds if the City retains an independent financial
32 advisor and deternunes to sell the Bonds by private negoriation, and the City has instead
33 authorized a competitive sale without publication of notice thereof as a form of private
34 negotiation; and
35 WHEREAS, proposals far the Bonds have been solicited by Springsted
36 Incorporated pursuant to an Official Statement and Terms of Proposal therein:
37 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
38 Paul, Minnesota, as follows:
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1. Acceptance of Proposal. The proposal of UBS PaineWebber Incorporated
(the "Purchaser") to purchase $22,235,000 General Obligation Capital Improvement Bonds,
Series 2003A, of the City (the "Bonds", or individually a"Bond"), in accordance with the Terms
of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the
Bonds the sum of $22,446,314.15, plus interest accrued to settlement, is hereby found,
determined and declared to be the most favorable proposal received and is hereby accepted, and
the Bonds are hereby awarded to the Purchaser. The Director, Office of Financial Services, or
his designee, is directed to retain the deposit of the Purchaser and to forthwith return to the others
making proposals their good faith checks or drafts.
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2. Title; Original Issue Date; Denominations; Maturities. The Bonds shall be
titled "General Obligation Capital Improvement Bonds, Series 2003A", shall be dated March 1,
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 I in the
years and amounts as follows:
Year
2004
2005
2006
2007
2008
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Amount
$3,320,000
3,390,000
1,775,000
1,800,000
1,850,000
Year
2009
2010
2011
2012
2013
Amount
$1,900,000
1,950,000
2,010,000
2,085,000
2,155,000
The portion of the Bonds which refunds the Refunded Bonds is $3,235,000 and
matures in 2004 in the amount of $1,595,000 and in 2005 in the amount of $1,640,000.
3. Pumose; Finding. The Bonds shall provide funds for (1) the construction
of the capital improvements in the City's 2003 capital improvement budget (the
"Improvements"), including payments on a lease relating to the City's central library, and (2) a
current refunding (the "Refunding") of the Refunded Bonds. The proceeds of the Bonds shall be
deposited and used as provided in paragraph 17, for the purpose described by Laws of Minnesota
for 1971, Chapter 773, as amended, and any excess moneys shall be devoted to any other
purpose permitted by law. The total cost of the Improvements, which shall include all costs
enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount
of the Bonds. Work on the Improvements shall proceed with due diligence to completion. It is
hereby found, determined and declazed that the Refunding is pursuant to Minnesota Statutes,
Section 475.67, and is necessary or desirable for the reduction of debt service cost to the City.
33 4. Interest. The Bonds shall bear interest payable semiannually on March 1
34 and September 1 of each year (each, an "Interest Payment Date"), commencing September 1,
35 2003, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates
36 per annum set forth opposite the maturity years as follows:
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Maturitv Year
2004
2005
2006
2007
2008
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Interest Rate
2.000%
2.000
2.000
2.000
3.500
Maturitv Year
2009
2010
2011
2012
2013
Interest Rate
3.500%
3.500
3.500
3.500
3.625
5. Descrivtion 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 denominations of the Global Certificates.
Payment ofprincipal of, premium, 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.
18 Payment of principal of, premium, if any, and interest on a Global Certificate may in the
19 City's discretion be made by such other method of transferring funds as may be requested by the
20 Holder of a Global Certificate.
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6. Immobilization of Global Certificates bv the Depositorv; Successor
De ository; Replacement Bonds. Pursuant to the request of the Purchaser to the Depository,
which request is required by the Terms of Proposal, immediately upon the original delivery of
the Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with
the Depository or its agent. The Global Certificates shall be in typewritten form or otherwise as
acceptable to the Depository, shall be registered in the name of the Depository or its nominee
and shall be held immobilized from circulation at the offices of the Depository or its agent on
behalf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the
sole holder of record of the Global Certificates and no investor or other party purchasing, selling
or otherwise transferring ownership of interests in any Bond is to receive, hold ar deliver any
bond certificates so long as the Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and in paragraph 12.
Certificates evidencing the Bonds may not after their original delivery be transferred or
exchanged except:
(i) Upon registration of transfer of ownership of a Global Certificate, as
provided in paragraph 12,
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1 (ii) To any successor of the Depository (or its nominee) or any substitute
2 depository (a "substitute depository") designated pursuant to clause (iii) of this
3 subpazagraph, provided that any successor of the Depository or any substitute depository
4 must be both a"clearing corporation" as defined in the Miunesota Uniform Commercial
5 Code at Mivnesota Statutes, Secrion 336.8-102, and a qualified and registered "clearing
6 agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
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(iii) To a substitute depository designated by and acceptable to the City upon
(a) the deteruiinarion by the Depository that the Bonds shall no longer be eligible for its
depository services or (b) a deternrination 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 subpazagraph, or
(iv) To those persons to whom transfer is requested in written transfer
instructions in the event that:
14 (a) the Depository shall resign or discontinue its services for the
15 Bonds and the City is unable to locate a substitute depository within two (2)
16 months following the resignarion or detemrination of non-eligibility, or
17 (b) upon a deternunation by the City in its sole discrerion that (1) the
18 continuation of the book-enhy system described herein, which precludes the
19 issuance of certificates (other than Global Certificates) to any Holder other than
20 the Depository (or its nominee), might adversely affect the interest of the
21 beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial
22 owners of the Bonds that they be able to obtain certificated bonds,
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in either of which events the City shall notify Holders of its determination and of the
availability of certificates (the "Replacement Bonds") to Holders requesting the same and
the registration, transfer and exchange of such Bonds will be conducted as provided in
paragraphs 9B and 12 hereof.
In the event of a succession of the Depository as may be authorized by this
paragraph, the Bond Registraz upon presentation of Global Certificates shall register their
transfer to the substitute or successor depository, and the substitute or successor depository shall
be treated as the Depository for all purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor depository unless the City and the
substihxte or successor depository so agree, and a sunilar agreement may be entered into.
Redem�rion.
(a) Optional Redemption: Due Date. All Bonds matiaring after Mazch 1, 2011, shall
be subj ect to redemption and prepayment at the oprion of the City on such date and on any day
thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
Bonds subject to prepayxnent. If redemption is in part, those Bonds rema.ining unpaid may be
prepaid in such order of maturity and in such amount per maturity as the City shall deternvne;
and if only part of the Bonds having a common mahxrity date are called for prepayment, the
Global Certificates may be prepaid in $5,000 increments of principal and, if applicable, the
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1 specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds
2 or portions thereof called for redemption shall be due and payable on the redemption date, and
3 interest thereon shall cease to accrue from and after the redemption date.
4 (b) Notafion on Global Certificate. Upon a reduction in the aggregate principal
5 amount of a Globai Certificate, the Holder may make a notation of such redemption on the panel
6 provided on the Global Certificate stating the amount so redeemed, or may retum the Global
7 Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the
8 Bond Registrar, in proper principal amount. Such notation, if made by the Hoider, shall be for
9 reference only, and may not be relied upon by any other person as being in any way
10 detemunative of the principal amount of such Global Certificate outstanding, unless the Bond
11 Registraz has signed the appropriate column of the panel.
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(c) Selection of Replacement Bonds. To effect a partial redemption of Repiacement
Bonds having a common maturity date, the Bond Registraz prior to giving notice of redemption
shall assign to each Replacement Bond hauing a common matixrity 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
nuxnbers so selected; provided, however, that only so much of the principal amount of each such
Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
$5,000 for each nuxnber assigned to it and so selected.
(d) Partial Redemption of Replacement Bonds. If a Replacement Bond is to be
redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond
Regstrar so requires, a written instrument of transfer in form satisfactory to the City and Bond
Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in
writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and
deliver to the Holder of such Replacement Bond, without service charge, a new Replacement
Bond or Bonds of the same series hauing 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.
33 (e) Request for Redemption. The Bond Registraz shall call Bonds for redemption and
34 payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior
35 to the redemption date of a request of the City, in written form if the Bond Registraz is other than
36 a City officer. Such request shall specify the principal amount of Bonds to be called for
37 redemption and the redemption date.
38 ( fl Notice. Mailed notice of redemption shall be given to the paying agent (if other
39 than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds
40 for redemption and payxnent prior to the stated maturity thereof, the Bond Registrar shall give
41 written notice in the name of the City of its intenfion to redeem and pay such Bonds at the office
42 of the Bond Registrar. Nofice of redemption shall be given by first class mail, postage prepaid,
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1 mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
2 redeemed, at the address appearing in the Bond Register. All notices of redemption shall state:
(i)
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The redemprion date;
The redemption price;
5 (iii) If less than ali outstauding Bonds aze to be redeemed, the identificarion
6 (and, in the case of partial redemption, the respective principal amounts) of the Bonds to
7 be redeemed;
8 (iv) That on the redemprion date, the redemprion price wili become due and
9 payable upon each such Bond, and that interest thereon shall cease to accrue from and
10 after said date; and
11 (v) The place where such Bonds are to be surrendered for payment of the
12 redemption price (which shall be the office of the Bond Registrar).
13 (g) Notice to Depository. Notices to The Depository Trust Company or its nominee
14 shall contain the CUSIP nuxnbers of the Bonds. If there are any Holders of the Bonds other than
15 the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such
16 norice to the Depository on the business day next preceding the date of mailing of such notice to
17 all other Holders.
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8. Bond Re�istrar. 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 Registrar"), and shall do so unless and until a successar Bond Registrar is duly appointed,
all parsuant to any contract the City and Bond Registrar shall execute which is consistent
herewith. A successor Bond Registrar shail be an officer of the City or a bank or trust company
eligible far designation as bond registraz pursuant to Minnesota Statutes, Chapter 475, and may
be appointed pursuant to any contract the City and such successor Bond Registrar shall execute
which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and
until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be
paid to the Holders (or record holders) of the Bonds in the manner set forth in the forms of Bond
and pazagraph 14 of this resolution.
29 9. Forms of Bond The Bonds shall be in the form of Global Certificates
30 unless and unril Replacement Bonds aze made available as provided in pazagraph 6. Each form
31 of bond may contain such additional or different terms and provisions as to the form of payment,
32 record date, notices and other matters as are consistent with the Letter of Representations and
33 approved by the City Attorney.
34 A. Global Certificates. The Global Certificates, together with the Certificate of
35 Registration, the Register of Partial Payments, the form of Assignment and the registration
36 information thereon, shall be in substantially the following form and may be typewritten rather
37 than printed:
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INTEREST
RATE
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CTTY OF SAINT PAUL
$
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOND, SERIES 2003A
MATURITY
DATE
DATE OF
ORIGINAL ISSLTE
CUS1P
March 1,
.�
PRINCIPAL AMOUNT:
�• ::
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
registrarion 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 redemprion, and to
pay interest thereon semiannually on March 1 and September 1 of each year (each, an "Interest
Payxnent Date"), commencing September l, 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 ar, if no interest has been paid, from the date of
original issue hereof. The principal of and premium, if any, on this Bond are payable in same-
day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal
office of in , Minnesota (the "Bond Registrar"), acting as
paying agent, or any successor paying agent duly appointed by the Issuer; provided, however,
that upon a partial redemption of this Bond which results in the stated amount hereof being
reduced, the Holder may in its discrefion be paid without presentation of this Bond, which
payment shall be received no later than 2:30 p.m., Eastem time, and may make a notation on the
panel provided herein of such redemption, stating the amount so redeemed, or may return the
Bond to the Bond Registrar in exchange for a new Band in the proper principal amount. Such
notation, if made by the Holder, shall be for reference only, and may not be relied upon by any
other person as being in any way determinarive of the principal amount of this Bond outstanding,
unless the Bond Registraz has signed the appropriate wlumn of the panel. Interest on this Bond
will be paid on each Interest Payment Date in same-day funds by 230 p.m., Eastern time, to the
person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month preceding such Interest Payment
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1 Date (the "Regulaz Record Date"). Interest payments shali be received by the Holder no later
2 than 230 p.m., Eastern time; and principal and premium payments shall be received by the
3 Holder no later than 2:30 p.m., Eastern time, if the Bond is surrendered for payment enough in
4 advance to permit payment to be made by such time. Any interest not so timely paid shall cease
5 to be payable to the person who is the Holder hereof as of the Regulaz Record Date, and shall be
6 payable to the person who is the Aolder hereof at the close of business on a date (the "Special
7 Record Date") fiYed by the Bond Registrar whenever money becomes available for payment of
8 the defaulted interest. Nofice of the Special Record Date shail be given to Bondholders not less
9 than ten days prior to the Special Record Date_ The principal of and premium, if any, and
10 interest on this Bond are payable in lawful money of the United States of America.
11 Date of Pavment Not Business Dav. If the date for payment of the principal of,
12 premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
13 which banking insriturions in the City of New York, New York, or the city where the principal
14 office of the Bond Registrar is located are authorized by law or executive order to close, then the
15 date for such payment shall be the next succeeding day which is not a Saturday, 5unday, legal
16 holiday or a day on which such banldng institutions aze authorized to close, and payment on such
17 date shall have the same farce and effect as if made on the nominal date of payment.
18 Redemprion. All Bonds of this issue (the "Bonds") maturing after March 1, 2011,
19 are subject to redemption and prepayment at the option of the Issuer on such date and on any day
20 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
21 Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
22 prepaid in such order of maturity and in such amount per maturity as the City shall determine;
23 and if oniy part of the Bonds hauing a common maturity date aze called for prepayment, this
24 Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for
25 redemption shall be due and payable on the redemption date, and interest thereon shall cease to
26 accrue from and after the redemption date.
27 Notice of Redemption. Mailed notice of redemprion shall be given to the paying
28 agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
29 the Bonds are called for redemption, written notice thereof will be given by first class mail
30 mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
31 redeemed. In connection with any such notice, the "CUSIP" numbers assigned to the Bonds
32 shall be used.
33 Renlacement or Notation of Bonds after Partial Redemption. Upon a parkial
34 redemption of this Bond which results in the stated amount hereof being reduced, the Holder
35 may in its discretion make a notation on the panel provided herein of such redemption, stating
36 the amount so redeemed. Such notation, if made by the Holder, shall be for reference only, and
37 may not be relied upon by any other person as being in auy way determinative of the principal
38 amount of the Bond outstanding, unless the Bond Registraz has signed the appropriate column of
39 the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the
40 Issuer or Bond Registrar so requires, a written instntment of transfer in form satisfactory to the
41 Issuer and Bond Registraz duly executed by the Holder thereof or his, her or its attorney duly
42 authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
43 authenticate and deliver to the Holder of such Bond, without service charge, a new Bond of the
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same series having the same stated maturity and interest rate and of the authorized denomination
in aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Bond so surrendered.
Issuance: Purpose; General Obli¢ation. This Bond is one of an issue in the total
principal amount of $22,235,OOQ all of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination, and redemprion privilege, which Bond has been issued
pursuant to and in full confomuty with the Consriturion and laws of the State of Minnesota,
including particulazly Laws of Miuuesota for 1971, Chapter 773, as amended, and the Charter of
the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on February 26,
2003 (the "Resolufion"), for the purpose ofproviding money to finance (1) the acquisition,
construc6on and repair of various capital improvements in the City and (2) the current refunding
of the City's General Obligation Capital Improvement Bonds, Series 1995B. This Bond is
payable out of the General Debt Service Fund of the Issuer. This Bond constitutes a general
obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal,
premium, if any, and interest when the same become due, the full faith and credit and taxing
powers of the Issuer have been and are hereby irrevocably pledged.
Denominations; Exchange: Resolution. The Bonds are issuable originally only as
Global Certificates in the denomination of the entire principal amount of the issue maturing on a
single date, or, if a portion of said principal is prepaid, said principal amount less the
prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Replacement Bonds, if made available as provided below, are issuable solely as
fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registraz, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and dufies of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
that:
Renlacement Bonds. Replacement Bonds may be issued by the Issuer in the event
31 (a) the Depository shall resign or discontinue its services for the Bonds, and
32 only if the Issuer is unable to locate a substitute depository within two (2) months
33 following the resignation or determination of non-eligibility, or
34
35
36
37
38
39
(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 Hoider 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.
40 Transfer. This Bond shall be registered in the name of the payee on the books of
41 the Issuer by presenting this Bond for registration to the Bond Registraz, who will endorse his,
1499959v2 10
b3 -�-nS
1 her or its name and note the date of registrafion opposite the name of the payee in the certificate
2 of regisiration attached hereto. Thereafter tlus Bond may be transferred by delivery with an
3 assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
4 Bond Registraz may treat the Holder as the person exclusively entitled to exercise all the rights
5 and powers of an owner until this Bond is presented with such assignment for registration of
6 transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
7 and effective, and until such transfer is registered on said books and noted hereon by the Bond
8 Registrar, all subject to the terms and conditions provided in the Resolufion and to reasonable
9 regularions of the Issuer contained in any agreement with, or notice to, the Bond Registraz.
10 Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other
11 restactions if required to qualify tlus Bond as being "in registered form" wittwi the meaning of
12 Section 149(a) of the federal Internal Revenue Code of 1986, as amended.
13 Fees upon Transfer or Loss. The Bond Regisirar may require payment of a sum
14 sufficient to cover any talc or other govemmental chazge payable in connection with the transfer
15 or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
16 Treatment of Re�istered Owner. The Issuer and Bond Registrar may treat the
17 person in whose name this Bond is registered as the owner hereof far the purpose of receiving
18 payment as herein provided (except as otherwise provided with respect to the Record Date) and
19 for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the
20 Bond Registrar shall be affected by norice to the contrary.
21 Authentication. This Bond shall not be valid or become obligatory for any
22 purpose or be entitled to any security unless the Certificate of Authentication hereon sha11 have
23 been executed by the Bond Registraz.
24 Not Qualified Taac-Exemut Obli at¢ ions. The Bonds ha�e not been designated by
25 the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal
26 Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
27 IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
28 required by the Constitufion and laws of the State of Minnesota and the Charter of the Issuer to
29 be done, to happen and to be perforxned, precedent to and in the issuance of this Bond, have been
30 done, have happened and have been performed, in regulaz and due form, tune and manner as
31 required by law, and that this Bond, together with a11 other debts of the Issuer outstanding on the
32 date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
33 does not exceed any constitutional or statutory or Charter limitation of indebtedness.
34 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
35 its City Council has caused tlus Bond to be executed on its behalf by the photocopied facsimile
36 signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and
37 countersigned by the photocopied facs'vnile signature of its Director, Office of Financial
38 Services, the official seal having been omitted as pernutted by law.
1499959v2 1 1
0'3 -� 05
1 Date of Registration_
2
3
4
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
12
13
14
15
16 Bond Registrar
17
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$y
Authorized Signature
Registrable by:
Payable at:
CTTY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Capital Improvement Bond, Series 2003A, No. R-_
1499959d1
12
�
01-105
CERTIFICATE OF REGISTRATION
2
3 The transfer of ownership of the principal amount of the attached Bond may be made only by the
4 registered owner or his, her or its legal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
1499959v2
13
03 -aAs
REGIST`ER OF PAR'ITAL PAYMENTS
3 The principal amount of the attached Bond has been prepaid on the dates and in the amounts
4 noted below:
Date Amount Bondholder Bond Re ��strar
If a notation is made on this register, such notarion has the effect stated in the attached Bond.
Partiai payments do not require the presentation of the attached Bond to the Bond Registrar, and
a Holder could fail to note the partial payment here.
1499959v2 14
03 -�-05
1
2
3
4
S
6
7
8
9
10
11
12
13
ABBREVIATIONS
The following abbreviarions, 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:
TBN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust)
under the
1499959v2
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
15
a� -a�
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the attached
4 Bond and does hereby irrevocably consritute and appoint
5 attomey to transfer the Bond on the books kept for the
6 registration thereof, with full power of substitution in the premises.
7 Dated:
8 Notice: The assignor's signature to this assignment must
9 correspond with the name as it appears upon the face of
10 the attached Bond in every particular, without alteration
11 or any change whatever.
12 Signature Guaranteed:
13
14 Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
15 hauing a membership in one of the major stock exchanges or any other "Eligible Guazantor
16 Insfitution" as defined in 17 CFR 240.17Ad-15(a)(2).
17 The Bond Registrar will not effect transfer of this Bond unless the information
18 concerning the transferee requested below is provided.
19 Name and Address:
20
21
22
23
(Include information for all joint owners if the Bond is held
by joint account.)
1499959v2 1f
03 -�
2 B. Reolacement Bonds. If the City has norified Holders that Replacement Bonds
3 have been mad available as provided in pazagraph 6, then for every Bond thereafter transferred
4 or exchanged (including an exchange to reflect the partial prepayment of a Global Certificate not
5 previously exchanged for Replacement Bonds) the Bond Registrar shall deliver a certificate in
6 the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global
7 Certificate shall not otherwise be required to exchauge the Global Certificate for one or more
8 Replacement Bonds since the City recognizes that some beneficial owners may prefer the
9 convenience of the Depository's registered ownership of the Bonds even though the entire issue
10 is no longer required to be in global book-entry form. The Replacement Bonds, together with the
11 Bond Registraz's Certificate of Authentication, the form of Assignment and the registration
12 informarion thereon, shall be in substantially the following form, with pazagraphs identical to the
13 form of Global Certificate stated by heading or initial text only:
1499959dL 17
01 -a-o5
UNiTED STATES OF AMERICA
2 STATE OF MIIdNESOTA
3 RAMSEY COUNTY
4 CTTY OF SAINT PAUL
�
6
7
L�
L[1]
11
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30
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35
GENERAL OBLIGATION CAPTTAL IMPROVEMENT
BOND, SERIES 2003A
INTEREST MATURITY
RATB DATE
REGISTERED OWNER:
• �► 1' :_ •
DOLLARS
$
CUSIP
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above, or registered assigns, in the
manner hereina8er set forth, the principal amount specified above, on the maturity date specified
above, unless called for earlier redemption, and to pay interest thereon semiannually on March 1
and September 1 of each year (each, an"Interest Payment Date"), commencing September 1,
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 suxn 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 successar paying
agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment
Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder"
or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendaz month
preceding such Interest Payment Date (the "Regular Recard 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
a�ailabie for payment of the defaulted interest. Norice 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
ORIGINAL ISSLTE
Mazch 1, 2003
1499959v2 j 8
63 -}�
1 REFERENCE IS HEEREBY MADE TO THE FURTE�ER PROVISIONS OF
2 THIS BOND SET FORTH ON Tf� REVERSE HEREOF, WHICH PROVISIONS SHALL
3 FOR ALL PLTRPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
0
IT IS HEREBY CERTIFIED AND RECITED....
5 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
6 its City Council has caused this Bond to be executed on its behalf by the original or facsimile
7 signature of its Mayor, attested by the original or facsimile signature of its Clerk, and
8 countersigned by the original or facsimile signature of its Director, Office of Financial Services,
9 the official seal having been omitted as permitted by law.
10 Date of Registration:
11
12
13
14 BOND REGISTRAR'S
15 CERTIFICATE OF
16 AUTHENTICATION
17 This Bond is one of the
18 Bonds described in the
19 Resolution mentioned
20 within.
21
22
23
24
25 Bond Registraz
26
27
28
29
30
Authorized Signature
1499959v2
Registrable by:
Payable at:
CTTY OF SAINT PAiJL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Cierk
Countersigned:
Director, Office of Financial
Services
19
��-u�s
ON REVERSE OF BOND
2
Date of Pavment Not Business Dav.
3 Redemption. All Bonds of this issue (the "Bonds") maturing after Mazch 1, 2011,
4 aze subject to redemption and prepayment at the oprion of the Issuer on such date and on any day
5 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
6 Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
7 prepaid in such order of maturity and in such amount per mariuity as the City shall determine;
8 and if only part of the Bonds having a common maturity date are called for prepayment, the
9 specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions
10 thereof called for redemption shall be due and payable on the redemption date, and interest
11 thereon shall cease to accrue from and after the redemption date.
12
13
I4
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16
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37
Notice of Redemntion.
Selecrion of Bonds for Redemnrion. To effect a partial redemption of Bonds
having a common maturity date, the Bond Registrar shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount o£ such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a
Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
Issuer and Bond Registrar duly executed by the Holder thereof ar his, her or its attorney duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any authorized
denomination or denominations, as requested by such Holder, in aggregate principai amount
equal to and in exchange far the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obli ag tion.
Denominations; Exchange: Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registraz, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
38 Transfer. This Bond is transferable by the Holder in person or by his, her or its
39 attorney duly authorized in writing at the principal office of the Bond Registraz upon
40 presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
1499959d2 20
a� -a-os
1 provided in the Resolution and to reasonable regulations of the Issuer contained in any
2 agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the
3 Bond Registraz shall authenticate and deliver, in exchange for this Bond, one or more new fully
4 registered Bonds in the name of the transferee (but not registered in blank or to "beazer" or
5 similar designation), of an authorized denomination or denominations, in aggregate principai
6 amount equal to the principal amount of this Bond, of the same maturity and bearing interest at
7 the same rate.
8 Fees upon Transfer or Loss.
9 Treahnent of Registered Owner.
10 Authentication
11 Not Qualified Taac-Exemut Obli a�.
12
13
14
ABBREVIATIONS
149995h2 2,1
� �aS
IiT.Y.9SeL �[u��1►Y1'
2 For value received, the undersigned hereby sells, assigns and transfers unto
3 the within
4 Bond and does hereby irrevocably constitute and appoint
5 attorney to transfer the Bond on the books kept for the
6 registration thereof, with full power of subsritution in the premises.
7 Dated:
8 Notice: The assignor's signature to this assignment must
9 correspond with the name as it appeazs upon the face of
10 the within Bond in every particular, without alterafion or
11
12 Signature Guaranteed:
13
any change whatever.
14 Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
15 hauing a memberslup in one of the major stock exchanges or any other "Eligible Guarantor
16 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
17 The Bond Registrar will not effect transfer of this Bond unless the information
18 conceming the transferee requested below is provided.
19 Name and Address:
20
21
22
23
(Include information for all joint owners if the Bond is held
by joint account.)
1499959v2 22
43 -�
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10
11
12
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16
17
18
19
20
21
22
23
10. Execurion. The Bonds shall be executed on behalf of the City by the
signatures of its Mayor, Clerk and Director, Office of Financial Services, each with the effect
noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that
the seal of the City may be a printed or photocopied facsimile; and provided further that any of
such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted
on the Bonds as pernutted by law. In the event of disability or resignation or other absence of
any such officer, the Bonds may be signed by the manual or facsimile signature of that officer
who may act on behalf of such absent or disabled officer. In case any such officer whose
signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer
before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he or she had remained in office until delivery.
11. Authentication: Date of Re�istrarion. No Bond shall be valid or obligatory
for any purpose or be entitled to any security or benefit under this resolution unless a Certificate
of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been
duly executed by an authorized representative of the Bond Registrar. Certificates of
Authenticarion on different Bonds need not be signed by the same person. 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 authenricated. For purposes of delivering the original
Global Certificates to the Purchaser, the Bond Registraz shall insert as the date of registrarion the
date of original issue, which date is March 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.
24 12. Re�istration; Transfer; ExchanQe. The City will cause to be kept at the
25 principal office of the Bond Registrar a bond register in which, subject to such reasonable
26 regulations as the Bond Re�strar may prescribe, the Bond Registraz sha11 provide for the
27 registration of Bonds and the registration of transfers of Bonds entitled to be registered or
28 transferred as herein provided.
29 A Global Certificate shall be registered in the name of the payee on the books of
30 the Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar,
31 who will endorse his or her name and note the date of registration opposite the name of the payee
32 in the certificate of registration on the Global Certificate. Thereafter a Global Certificate may be
33 transferred by delivery with an assignment duly executed by the Holder or his, her or its legal
34 representative, and the City and Bond Registraz may treat the Holder as the person exclusively
35 entitled to exercise all the rigtits and powers of an owner until a Global Certificate is presented
36 with such assignment for registration of transfer, accompanied by assurance of the nature
37 provided by law that the assignment is genuine and effective, and until such transfer is registered
38 on said books and noted thereon by the Bond Registrar, all subject to the terms and condirions
39 provided in this resolurion and to reasonable regulations of the City contained in any agreement
40 with, or notice to, the Bond Registrar.
41 Transfer of a Global Certificate may, at the direction and expense of the City, be
42 subject to other restrictions if required to qualify the Global Certificates as being "in registered
1499959v2 23
6 � -aos
1 form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as
2 amended.
3 If a Global Certificate is to be exchanged for one or more Replacement Bonds, all
4 of the principal amount of the Global Certificate shali be so exchanged.
5 Upon surrender for transfer of any Replacement Bond at the principal office of
6 the Bond Registrar, the City shall execute (if necessary), and the Bond Registraz shall
7 authenticate, insert the date of registration (as provided in pazagraph 11) of, and deliver, in the
8 name of the designated transferee or transferees, one or more new Replacement Bonds of any
9 authorized denomination or denominations of a like aggregate principal amount, having the same
10 stated mahuity and interest rate, as requested by the transferor; provided, however, that no bond
11 may be registered in blank or in the name of "bearer" or sunilaz designation.
12 At the option of the Holder of a Replacement Bond, Replacement Bonds may be
13 exchanged for Replacement Bonds of any authorized denomination or denominations of a like
14 aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
15 exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are
16 so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall
17 authenticate, insert the date of registrafion of, and deliver the Replacement Bonds which the
18 Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
19 Global Certificates of smaller denominations.
20 All Bonds surrendered upon any exchange or transfer provided for in this
21 resolurion shall be promptly cancelled by the Bond Registraz and thereafter disposed of as
22 directed by the City.
23 All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
24 general obligations of the City evidencing the same debt, and entitled to the same benefits under
25 this resolution, as the Bonds surrendered for such exchange or transfer.
26 Every Bond presented or surrendered far transfer or exchange shall be duly
27 endorsed ar be accompanied by a written insYnunent of transfer, in form sarisfactory to the Bond
28 Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in
29 writing.
30 The Bond Registrar may require payment of a sum sufficient to cover any tax or
31 other govemmental charge payable in connection with the transfer or exchange of any Bond and
32 any legal or unusual costs regarding transfers and lost Bonds.
33 Transfers shall also be subject to reasonable regulations of the City contained in
34 any agreement with, or notice to, the Bond Registrar, including regulations which permit the
35 Bond Registrar to close its transfer books between record dates and payxnent dates.
36 13. Riehts Upon Transfer or Exchan�e. Each Bond delivered upon transfer of
37 or in exchauge for or in lieu of any other Bond shall carry all the rights to interest accrued and
38 unpaid, and to accrue, which were camed by such other Bond.
1499959v2 '1,Q
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2
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9
10
11
12
13
14
15
16
17
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14. Interest Pavment; Record Date. Interest on any Global Certificate shall be
paid as provided in the first paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to the person in whose name the
Bond is registered (the "Holder") on the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at the close of business on the
fifteenth (i5th) day of the calendar month preceding such Interest Payment Date (the "Regulaz
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 Regulaz Record Date, and shall be payable to the person who is the
Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond
Registraz whenever money becomes auailable for payment of the defaulted interest. Notice of
the Special Record Date shall be given by the Bond Registraz to the Holders not less than ten
(10) days prior to the Special Record Date.
15. Holders• Treahnent of Ret�astered Owner; Consent of Holders.
A. For the purposes of all acrions, 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 Aolder of a Bond the beneficial owner of the Bond instead of the person
in whose name the Bond is registered. Far that purpose, the City may ascertain the identity of
the beneficial owner of the Bond by such means as the Bond 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.
21 B. The City and Bond Registrar may treat the person in whose name any Bond is
22 registered as the owner of such Bond for the purpose of receiving payment of principal of and
23 premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such
24 Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and
25 neither the City nor the Bond Registrar shall be affected by notice to the contrary.
26
27
28
29
30
31
32
33
C. Any consent, request, direction, approval, objection or other instrument to be
signed and executed by the Holders may be in any number of concurrent writings of similar tenor
and must be signed or executed by such Holders in person or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approval, objection or other
instruxnent or of the writing appointing any such agent and of the ownership of Bonds, if made in
the following manner, shall be sufficient for any of the purposes of this resolution, and shall be
conclusive in favar of the City with regazd to any action taken by it under such request or other
instrument, namely:
34 (1) The fact and date of the execution by any person of any such writing may
35 be proved by the certificate of any officer in any jurisdiction who by law has power to
36 take acknowledgments within such jurisdiction that the person signing such writing
37 aclrnowledged before him or her the execu6on thereof, or by an affidavit of any witness
38 to such execution.
39 (2) Subject to the provisions of subpazagraph (A) above, the fact of the
40 ownership by any person of Bonds and the amounts and numbers of such Bonds, and the
41 date of the holding of the same, may be proved by reference to the bond register.
1499959v2 25
03 -�'eS
1 16. Deliverv: Anplication of Proceeds. The Global Certificates when so
2 prepared and executed shali be delivered by the Director, Office of Financial Services, to the
3 Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
4 proper application thereof.
10
11
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30
17. Fund and Account. There are hereby created (i) a special account to be
designated the "Capital Improvement Bonds of 2003A Account" (the "Capitai Account"), and (2)
a special account to be designated the "Refunding AccounY', each to be administered and
maintained 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 Debt Service Fund (numbered 960, herein the "Fund"). The
Fund, Capital Account and Refunding Account shall each be maintained in the manner herein
specified until all of the Bonds and the interest thereon have been fully paid.
(i) CaUital Account. To the Capital Account there shall be credited
the proceeds of the sale of the Bonds, less $3,176,775 deposited in the Refunding
Account, less accrued interest received thereon, and less any amount paid for the
Bonds in excess of $22,079,355. From the Capital Account there shall be paid all
costs and expenses of maldng the Improvements, including the cost of any
conshuction contracts heretofore let and all other costs incurred and to be inctured
of the ldnd authorized in Minnesota Statutes, Section 475.65 (including interest
on the Bonds payable during the construction period); and the moneys in the
Capital Account shall be used for no other purpose except as otherwise provided
by law; provided that the proceeds of the Bonds may also be used to the extent
necessary to pay interest on the Bonds due prior to the anticipated date of
commencement of the collection of taaces levied herein; and provided further that
if upon completion of the Improvements there shall remain any unexpended
balance in the Capital Account, the balance may be transferred by the Council to
the fund of any other unprovement instituted pursuant to Laws of Minnesota far
1971, Chapter 773, as amended, or used far any other purpose pernutted by law,
or transferred to the Fund. Ail earnings on the Capital Account shall be
transferred to the Fund, or may remain in the Capital Account.
31 (ii) Refunding Account. $3,176,775 of the proceeds of the sale of the
32 Bonds shall be deposited in the Refunding Account and used in paying the
33 principal of the Refunded Bonds and the interest thereon upon their redemprion
34 on May 1, 2003. The moneys in the Refunding Account shall be used solely for
35 the purposes herein set forth and for no other purpose. Any excess in the
36 Refunding Account a8er the payment of the Refunded Bonds and the costs of
37 issuing the Bonds shall be deposited in the Fund.
38 (iii) Fund. There is hereby pledged and there shall be credited to the
39 Fund, to a special sinking fund account which is hereby created and established
40 therein for the payment of the Bonds: (a) all accrued interest received upon
41 delivery of the Bonds; (b) all funds paid for the Bonds in excess of $22,079,355;
42 (c) any collections of all taxes which are herein levied for the payment of the
43 Bonds and interest thereon as provided in paragraph 18; (d) all funds remaining in
1499959v2 2C
03 -�5
1 the Capital Account after completion of the Improvements and payment of the
2 costs thereof, not so transferred to the account of another improvement or used for
3 any other purpose pemvtted by law; (e) all funds remaining in the Refunding
4 Account after completion of the Refunding and payment of the costs thereof; (fl
5 amounts remaining on May 2, 2003, in the debt service account established for
6 the Refunded Bonds, and all receipts after May 2, 2003, of taxes levied for the
7 payment of the Refunded Bonds; (g) ali inveshnent earnings on moneys held in
8 said special account in the Fund; and (h) any and all other moneys which aze
9 properly available and aze appropriated by the goveming body of the City to said
10 special account in the Fund.
11 Said special account created in the Fund shall be used solely to pay the principal and
12 interest and any premiums for redemption of the Bonds and any other bonds of the City
13 heretofore or hereafter issued by the City and made payable from said special account in the
14 Pund as provided by law, or to pay any rebate due to the United States. No portion of the
15 proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding inveshnents
16 or to replace funds which were used directly or indirectly to acquire higher yielding inveshnents,
17 except (1) for a reasonable temporary period until such proceeds are needed for the purpose for
18 which the Bonds were issued, and (2) in addition to the above in an amount not greater than
19 $100,000. To this effect, any proceeds of the Bonds and any suxns from time to time held in the
20 Capital Account, Refunding Account or said special account in the Fund (or any other City
21 account which will be used to pay principal or interest to become due on the bonds payable
22 therefrom) in excess of amounts which under then-applicable federal arbitrage regulations may
23 be invested without regard as to yield shall not be invested at a yield in excess of the applicable
24 yield restrictions imposed by said aa'bitrage regulations on such inveshnents after taking into
25 account any applicable "temporary periods" or "minor portion" made available under the federal
26 arbitrage regulations. Tn addition, the proceeds of the Bonds and money in the Capital Account,
27 Refunding Account or Fund shall not be invested in obligations or deposits issued by, guaranteed
28 by or insured by the United States or any agency or instruxnentality thereof if and to the extent
29 that such inveshnent would cause the Bonds to be "federally guaranteed" witlun the meaning of
30 Section 144(b) of the federal Internal Revenue Code of 1986, as amended (the "Code").
31 18. Tax Levy; Coveraee Test. To provide moneys for payment of the
32 principal and interest on the Bonds there is hereby levied upon all of the taacable property in the
33 City a direct annual ad valorem tax which shall be spread upon the taac rolls and collected with
34 and as part of other general property tases in the City for the years and in the amounts as
35 follows:
1499959v2 2']
Year of TaY Year of Taac
Lev,�% Collecrion Amount
2002*
2003
2004
2005
2006
2007
2008
2009
2010
2011
2003-
2004
2005
2006
2007
2008
2009
2010
2011
2012
�4,143,976*
4,147,756
2,380,816
2,369,791
2,384,491
2,369,004
2,351,679
2,343,016
2,347,899
2,344,775
� heretofore levied or provided from other available City funds
4 The tas levies are such that if collected in full they, together with estimated
5 collections of any other revenues herein pledged for the payment of the Bonds, will produce at
6 least five percent (5%) in excess of the amount needed to meet when due the principal and
7 interest payments on the Bonds. The taY levies shall be irrepealable so long as any of the Bonds
8 are outstanding and unpaid, provided that the City reserves the right and power to reduce the
9 levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61,
10 Subdivision 3.
11 19. General Obligation Pled¢e. For the prompt and full payment of the
12 principal and interest on the Bonds, as the same respectively become due, the full faith, credit
13 and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the
14 Fund (as defined in paragraph 17 hereo fl is ever insufficient to pay all principal and interest then
15 due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
16 of the City which are available for such purpose, including the general fund of the City, and such
17 other funds may be reimbursed with or without interest from the Fund when a sufficient balance
18 is available therein.
19 20. Refunded Bonds; Securitv. Until retirement of the Refunded Bonds, all
20 provisions heretofore made for the security thereof shall be observed by the City and all of its
21 officers and agents.
22 21. Redem�tion of Refunded Bonds. The Refunded Bonds shall be redeemed
23 and prepaid on May 1, 2003, all in accordance with the terms and conditions set forth in the
24 Notice of Call for Redemption attached hereto as E�ibit B, which terms and conditions are
25 hereby approved and incorporated herein by reference. A Notice of Call for Redemption in
26 substantially such form shall be given to the Bond Registrar for the Refunded Bonds, who shall
27 mail notice of redemption of the Refunded Bonds not less than thirty (30) days prior to the
28 redemption date.
I499959v2 28
o� -aoS
1 22. Certificate of Reeistrarion. The Director, Office of Financial Services, is
2 hereby directed to file a certified copy of this resolution with the officer of Ramsey County,
3 Minnesota, perfomiiug the functions of the county auditor (the "County Auditor"), together with
4 such other information as the County Auditor sha11 require, and to obtain the County Auditor's
5 certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the
6 tax levy required by law has been made.
7 23. Records and Certificates. The officers of the City are hereby authorized
8 and directed to prepare and fiunish to the Purchaser, and to the attorneys approving the legality
9 of the issuance of the Bonds, certified copies of all proceedings and records of the City relating
10 to the Bonds and to the financial condition and affairs of the City, and such other affidavits,
11 certificates and information as aze required to show the facts relating to the legality and
12 mazketability of the Bonds as the same appeaz from the books and records under their custody
13 and control or as otherwise laiown to them, and all such certified copies, certificates and
14 affidauits, including any heretofore fiunished, shall be deemed representations of the City as to
15 the facts recited therein.
16 24. Ne�ative Covenants as to Use of Proceeds and Imurovements. The City
17 hereby covenants not to use the proceeds of the Bonds or to use the Improvements or the
18 nnprovements financed by the Refunded Bonds (the "1995 Improvements"), or to cause or
19 permit them to be used, or to enter into any defened payment arrangements for the cost of the
20 Improvements or 1995 Improvements, in such a manner as to cause the Bonds to be "private
21 activity bonds" within the meaning of Secrions 103 and 141 through 150 of the Code. The City
22 reasonably expects that no actions will be taken over the term of the Bonds that would cause
23 them to be private activity bonds, and the auerage term of the Bonds is not longer than
24 reasonably necessary for the govermnental purpose of the issue. The City hereby covenants not
25 to use the proceeds of the Bonds in such a manner as to cause the Bonds to be "hedge bonds"
26 within the meaning of Section 149(g) of the Code.
27 25. Tax-Exemvt 5tatus of the Bonds; Rebate; Elections. The City shall
28 comply with requirements necessary under the Code to establish and maintain the exclusion from
29 gross income under Section 103 of the Code of the interest on the Bonds, including without
30 limitation requirements relating to temporary periods for inveshnents, limitations on amounts
31 invested at a yield greater than the yield on the Bonds, and the rebate of excess investment
32 eamings to the United States.
33 The City expects that the two-year expenditure exception to the rebate
34 requirements may apply to the conshuction proceeds of the Bonds.
35 If any elections are available now or hereafter with respect to arbitrage or rebate
36 matters relating to the Bonds, the Mayor, Clerk, Treasurer and D'uector, Office of Financial
37 Services, ar any of them, are hereby authorized and directed to make such elections as they deem
38 necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be,
39 and shall be deemed and treated as, elecrions of the City.
40 26. No Desienarion of Qualified Tas-Exempt Obli¢ations. The Bonds,
41 together with other obligations issued by the City in 2003, exceed in amount those wluch may be
ia999s�z 29
� � -'`°S
1 qualified as"qualified taac-exempt obligations" within the meaning of Section 265(b)(3) of the
2 Code, and hence aze not designated for such purpose.
3 27. Letter of Representations. The I,etter of Representations for the Bonds is
4 hereby confiimed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the
5 City and received and accepted by The Depository Trust Company. So long as The Depository
6 Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
7 City shall comply with the provisions of the Letter of Representations, as it may be amended or
8 supplemented by the City from time to time with the agreement or consent of The Depository
9 Trust Company.
10 28. Ne�otiated Sale. The City has retained Springsted Incorporated as an
11 independent financial advisor, and the City has heretofore determined, and hereby determines, to
12 sell the Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60,
13 Subdivision 2(9).
14 29. Continuing Disclosure. The City is an obligated person with respect to the
15 Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
16 promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
17 Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaldng (the
18 "Undertaking") hereinafter described, to:
19 A. Provide or cause to be provided to each nationally recognized municipal
20 securities information repository ("NRMSIR") and to the appropriate state information
21 depository ("SID"), if any, for the State of Minnesota, in each case as designated by the
22 Commission in accordance with the Kule, certain annual financial information and
23 operating data in accordance with the Undertaldng. The City reserves the right to modify
24 from time to time the terms of the Undertaking as provided therein.
25 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSTR
26 or to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, norice of
27 the occurrence of certain material events with respect to the Bonds in accordance with the
28 Undertaking.
29 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
30 or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual
31 financial information with respect to the City described in the Undertaldng.
32 The City agrees that its covenants pursuant to the Rule set forth in this paragraph
33 29 and in the Undertaking are intended to be for the benefit of the Holders of the Bonds and shall
34 be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
35 these covenants sha11 be lunited to a right to obtain specific enforcement of the City's obligarions
36 under the covenants.
37 The Mayor and Director, Office of Financial Services, or any other officers of the
38 City authorized to act in their stead (the "Officers"), are hereby authorized and directed to
39 execute on behalf of the City the Undertaking in substanfially the forxn presented to the City
iav99sm�z 30
�`1-�5
1 Council, subject to such modificafions thereof or additions thereto as are (i) consistent with the
2 requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
30. Severabilitv. If any section, paragraph or provision of this resolufion
shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of
such section, paragraph or provision shall not affect any of the remaiuing provisions of this
resolution.
31. HeadinQS. Headings in this resolution are included for convenience of
reference only and aze not a part hereof, and shall not limit or define the meaning of any
provision hereof.
Requested Dep nto£ �'�`�'���a� 'r�rvrtQ-
4
By. /i
Form Approved City Attorney '
By: l�1��/t ---=L��
r
Adopted by Council: Date �.9�, 2 Ce z a 003
by Council Secretary
1499959d2 31
85 E. SEVENTH PLACE, SUITE 100
SAINT PAllL, MN 55101-2887
651.223.3000 FAX:651.223.3002
E-MAIL: advisors�sprinQs[ed.wm
��
$22,235,000
�D3-���
07�
SPRINGSTED
Advisors m the Pu6lic Sector
City of Saint Paul, Minnesota
Genera] Obligation Capital Improvement Bonds, Series 2003A
(Book Entry Only)
AWARD: UBS PAINEWEBBER INCORPORATED
MORGAN STANLEY - MORGAN STANLEY DW INC.
SALOMON SMITFI BARNEY
CRONIIV & COMPANY, INCORPORATED
and Associates
fY:\11�
February 26,2003
Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interest Net Interest TYue Interest
Bidder Rates Price Cost Rate
UBS PAINEWEBBER INCORPORATED
MORGAN STANLEY -
MORGAN STANLEY DW INC.
SALOMON SMITH BARNEY
CRONIN & COMPANY, INCORPORATED
CIBC World Markets
Citizens Bank
Hutchinson, Shockey, Erley &
Company
Banc of America Securities LLC
Kirlin Securities, Inc.
ADVEST, INC.
HOWE, BARNES INVESTMENTS, INC
First Trust Portfolio
2.00% 2004-2007
3.50% 2008-2012
3.625% 2013
2.00% 2004-2006
2.50% 2007
3.50% 2008-2010
4.00% 2011-2013
2.00 %a 2004-2007
3.50% 2008-2011
3.75 % 2012-2013
$22,446,314.15
$22,699,052.70
$22,494,298.79
$3,442,44835 2.9969%
$3,480,747.30 2.9999%
$3,468,313.71 3Al24 %
(Con[inned)
CORPORATEOFFICE: SAINT PAUL, MN • Visit our websire at www.springs[ed.com
DES MOINES, IA • MILWAUKEE, WI • MINNEAPOLiS, MN • OVERLAND PARK, KS • VIRGINIA BEACH, VA • WASH[NGTON, DC
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE
SERVICES, LLC
RBC DAIN RAUSCHER INC.
ABN-AMRO FINANCIAL SERVICES
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
STTFEL, NICOLAUS & CO., INC.
CHARLES SCHWAB & COMPANY
Axelrod Associates, Inc.
Pmdendal Securities, Inc.
Stone & Youngberg LLC
Hazris Trust & Savings Bank
Robert W. Baird & Company,
2.00% 2004-2007
4.00% 2008-2013
2.00% 2004-2006
2.50% 2007
2.75 % 2008
3.00 % 2009
3.25 % 2010
3.75% 2011
4.00% 2012-2013
$22,795,636.16 $3,519,663.84
$22,474,770.55 $3,504,329.45
3.0241 %
3.0409 %
Inco rated
- ° -
-
bougTierty an3CompanyZL� ' _. '__ ... . . ... ..... _--.- _- --. - ,
Isaak Bond Investments, Inc.
Northem Trust Securities, Inc.
Prager, McCarthy & Sealy, LLC
Rate
2.00 %
2.00 %
2.00 %
2.00 %
3.50 %
3.5�%
3.50%
3.50%
3.50%
3.625 %
Reoffering Schedule ofthe Purchaser
Year
2004
2005
2006
2007
2008
2Q09
2010
2011
2012
2013
Yield
1.068 %
1.30%
1.65%
2.00 %
2.45 %
2.85 %
3.15 %
3.375 %
3.55%
3.66 %
BBI: 4.79%
Average Maturity: 5.096 Years
of Finanaal Services
DATE INIIIATED
OTl1M03 GREEN SHEET
IniGal/Date
D � -�S
No 114039
In16aUDate
:y 266-8837 u oevamwewrou�crae L4I crtrwuwd� _
J CAUNQL AGENOA BY (DA"fE)
ASSIGN
— � CRYARORNEY �_ CIttCIERK
NIIMBER FOR
ROIITING
❑ FlNANCNLSERVIGESDIR FlNPNCIALSERV/ACCfG
ORDER
� MAYOR ❑
TOTAL # OF SIGNATURE PAGES 1_ (CLIP ALL LOCATIONS FOR SIGNATURE)
iis resolution accepts the winning proposal and awards the bid for the $22,235,000 G.O.
apital Improvement Bonds Series 2003A. This is a competitive bond sale and the award
going to the bidder found most advaniageos (lowest cost) to the City.
iva i ic�N approve {a� or rte�ect
PLANNING COMMISSION
CIB COMMITTEE
CIVIL SERVICE COMMISSION
RSONAL SERVICE CONTMCfS MUSTANSWERTHE FOLLOWZNG QUESIIONS:
Has this perso�rm ever wwketl untler a corR2c[ for this departmenl?
YES NO
Has Nis persoNfrtn ever been a city employee?
YES NO
Dces this pereoNfifm possess a skill not normalry possessetl by any current city employee�
YES NO
Is this persoNfirm a targeted vendoR
YES NO
IATING PROBLEM ISSUE, OPPORTUNIN (Who, What, When, Where, Why)
bonds are for the purpose of funding Ne bond financing portion of the Capffal Improvement Budget and refundin9 the 2004 and 2005 maturAies of the 79956 Capital Improvement Bontls
will be avaAable fOf ihe CIB Butlget antl M protluCe 5avings on the 79958 tlebt Servite in 2004 antl 2005.
None
IF
DISADVANTAGES IF NOT APPROVED
needetl iw capilal projects vn71 not be available.
Ezz,zas,000
FUNOING SOURCE
C0.ST/REVENUE BUDGEfED (CIRCLE ONE) YES
ACTIVIN NUMBER
NO
INFORM4TION (EXPWN)
p'� - aoS
i � u: :
NOTICE OF CALL FOR REDEMPTION
53,150,000 OF THE GENERAL OBLIGATION
CAPTTAL IIvIPROVEMENT BONDS, SERIES 1995B
CTI'Y OF SAINT PAUL
� I• • •
i I�I►1•r • _ ._
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Saint Paul,
Ramsey County, Mimiesota, there haue been called for redemprion and prepayment on
May 1, 2003,
outstanding bonds of the City designated as General Obligation Capital Improvement Bonds,
Series 1995B, bearing a date of original issue of Mazch 1, 1995, hauing stated maturity dates in
the years set forth below, bearing interest at the rates per annum set forth below for such maturity
years, bearing the CUSIl' numbers set forth below for such maturity years and totaling
$3,150,000 in principal amount:
Maturity
Year
2004
2005
Principal
Amount
Interest
Rate
CUSIP
Number
$1,525,000
1,625,000
5.10%
5.10
792880 F27
792880 F35
The entire outstanding amount of the issue maturing after 2003 is being called. The bonds are
being called at a price of par plus accrued interest to May 1, 2003, on which date all interest on
said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested
to present their bonds for payment at the office of U.S. Bank National Associarion, in Saint Paul,
Minnesota, on or before May l, 2003.
Dated
BY ORDER OF THE CITY COUNCIL
City Clerk
Additional information
may be obtained from:
2003.
1499959v2 f3_1
6� —aca5
�
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
1. Acceptance of Pronosal. The proposal of
(the "Purchaser") to purchase $22,235,000 General Obligation Capital Improvement Bonds,
Series 2003A, of the City (the "Bonds", or individually a"Bond"), in accordance with the Terms
of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for�k"ie
Bonds the sum of $ , plus interest accrued to settlement, is hereby foun�Cl,
determined and declazed to be the most favorable proposal received and is hereby a�epted, and
the Bonds aze hereby awarded to the Purchaser. The D'uector, Office of Financia ervices, or
his designee, is directed to retain the deposit of the Purchaser and to forthwith r to the others
making proposals their good faith checks or drafts.
2. Title• Ori ' al Issue Date• Denominations• Maturitizs. The Bonds shall be
titled "General Obligation Capital Improvement Bonds, Series 2003A",,s all be dated March 1,
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. lobal Certificates shail each
be in the denomination of the entire principal amount maturing o�ingle date, or, if a portion
of said principal amount is prepaid, said principal amount less t prepayment. Replacement
Bonds, if issued as provided in paragraph 6, shall be in the de mination of $5,000 each or in
any integral multiple thereof of a single maturity. The Bond shall mature on March 1 in the
years and amounts as follows:
Year
2004
2005
2006
2007
2008
Amount
$3,320,000
3,390,000
1,775,000
1,800,000
1,850,000
Year
2009
2010
2011
2012
2013
Amount
$1,900,000
1,950,000
2,010,000
2,085,000
2,155,000
The portion of the Bonds w ch refunds the Refunded Bonds is $3,235,000 and
matures in 2004 in the amount of $1,595, 0 and in 2005 in the amount of $1,640,000.
3. P ose• Findin . The Bonds shall provide func3s for (1) the construction
of the capital improvements in the Ci 's 2003 capital improvement budget (the
"Ixnprovements"), including payme s on a lease relating to the City's central library, and (2) a
cunent refunding (the "Refunding" of the Refunded Bonds. The proceeds of the Bonds shall be
deposited and used as provided i paragraph 17, for the purpose described by Laws of Minnesota
for 1971, Chapter 773, as
purpose permitted by law
enumerated in Mivnesota
of the Bonds. Work on tk
hereby found, detennined
Section 475.67, and is n�£
i ed, and any excess moneys shall be devoted to any other
, total cost of the Improvements, which shall include all costs
ites, Section 475.65, is estimated to be at least equal to the amount
provements shall proceed with due diligence to completion. It is
declared that the Refunding is pursuant to Minnesota Statutes,
ry or desirabie for the reduction of debt service cost to the City.
33 4. terest. The Bonds shall bear interest payable semiannually on Mazch 1
34 and September 1 of ach year (each, an"Interest Payment Date"), commencing September 1,
35 2003, calculated o the basis of a 360-day year of twelve 30-day months, at the respective rates
36 per annum set f opposite the maturity years as follows:
1499959v2
6� - l�S
Maturitv Year
2004
2005
2006
2007
2008
1
2 5.
certificates representing their respective interests in the
Except as so provided, during the term of the Bonds, be
transfers of beneficial ownership) of interests in the Glc
entries made on the records of the Depository and its P�
dealers participating in the National System. The Depc
ownership interests are authorized to be in increments
not smaller increments, despite the larger authorize de
Interest Rate
%
Interest Rate
%
3 Upon their original issuance the Bonds will be issued in the form offa single Global Certificate
4 for each maturity, deposited with the Depository or its agent by� Purchaser and 'unmobilized
5 as provided in paragraph 6. No beneficial owners of interests inithe Bonds wiil receive
6
7
8
9
10
11
12
13
14
15
16
17
2009
2010
2011
2012
2013
�xceptas provided in pazagraph 6.
ownership (and subsequent
tificates will be reflected by book
its and other banks, brokers, and
book enhies of beneficial
0 of principal of the Bonds, but
tions of the Global Certificates.
Payment ofprincipal of, premium, if any, and inte st on the Global Certificates will be made to
the Bond Registrar as paying agent, and in tiun the Bond Registrar to the Depository or its
un
nominee as registered owuer of the Global Cert' cates, and the Depository according to the laws
and rules governing it will receive and forwaz payments on behalf of the beneficial owners of
the Global Certificates.
Maturitv Year
18 Payment of principal of, premiu
19 City's discretion be made by such other
20 Holder of a Global Certificate.
21
22
23
24
25
26
27
28
29
30
31
32
any, and interest on a Global Certificate may in the
�od of transferring funds as may be requested by the
6. Immobilizatio of Global Certificates b the De osito • Successor
Devositorv: Replacement Bonds. P suant to the request of the Purchaser to the Depository,
which request is required by the T rms of Proposal, immediately upon the original delivery of
the Bonds the Purchaser will dep sit the Global Certificates representing all of the Bonds with
the Depository or its agent. Th Global Certificates shall be in typewritten forxn or otherwise as
acceptable to the Depository, all be registered in the name of the Depository or its nominee
and shall be held imxnobilize from circulation at the offices of the Depository or its agent on
behalf of the Purchaser and ubsequent bondowners. The Depository or its nominee will be the
sole holder of record of th Global Certificates and no investor or other pariy purchasing, selling
or otherwise transferring wnership of interests in any Bond is to receive, hold or deliver any
bond certificates so lon as the Depository holds the Global Certificates immobilized from
circulation, except as p ovided below in this paragraph and in pazagraph 12.
33 Certificates e dencing the Bonds may not after their original delivery be transfened or
34 exchanged except:
35 (i) ` Upon registration of transfer of ownership of a Global Certificate, as
36 providedin paragraph 12,
1499959v2 G�
b 3 -�S
i
Year of Ta�c
I,ev�
2002*
2003
2004
2005
2006
2007
2008
2009
2010
2011
Yeaz of Ta�c
Coilection
2003*
2004
2005
2006
2007
2008
2009
2010
2011
2012
2
3 ' heretofore levied or provided from other auailable City
�. �
$
.
4 The ta�c levies are such that if collected�fi full they, together with estimated
5 collections of any other revenues herein pledged for e payxnent of the Bonds, will produce at
6 least five percent (5%) in excess of the amount nee ed to meet when due the principal and
7 interest payments on the Bonds. The tax levies s all be irrepealable so long as any of the Bonds
8 are outstanding and unpaid, provided that the C' y reserves the right and power to reduce the
9 levies in the manner and to the extent permitt d by Minnesota Statutes, Secfion 475.61,
10 Subdivision 3.
11 19. General Obli atio Pled e. For the prompt and full payment of the
12 principal and interest on the Bonds, as e same respectively become due, the full faith, credit
13 and taxing powers of the City shall b and are hereby irrevocably pledged. If the balance in the
14 Fund (as defined in paragraph 17 h eo fl is ever insufficient to pay all principal and interest then
15 due on the Bonds payable therefr , the deficiency shall be promptly paid out of any other funds
16 of the City which are available r such purpose, including the general fund of the City, and such
17 other funds may be reimburse with or without interest from the Fund when a sufficient balance
18 is auailable therein.
19 20.
20 provisions heretofore
21 officers and agents.
22
23
24
25
26
27
28
21
and prepaid on b
Notice of Call fo
hereby approve
substantially c
mail notice f re�
redexnption date.
1499959v2
ided Bonds; Securitv. Until retirement of the Refunded Bonds, all
for the security thereof shail be observed by the City and all of its
./ Redemption of Refunded Bonds. The Refunded Bonds shall be redeemed
[�'3' 1, 2003, all in accordance with the terms and conditions set forth in the
!Redemption attached hereto as Exhibit B, which terms and conditions are
and incorporated herein by reference. A Notice of Call for Redemption in
i form shall be given to the Bond Registrar for the Refunded Bonds, who shall
lemption of the Refunded Bonds not less than thirly (30) days prior to the
m
8i SEVE\TH PLACE EAST, SUITE 100
s�,.r�.�uL,n2. >sio,-zsa�
651.223.3000 FAX:6iL223.3002
E .�IAIL adcioors V �Prin�>tcd.mm
//
SPRINGSTED
Arlrisors to the Publir Setror
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 Generai Obligation Street improvement Special Assessment B�nds,
Series 2003B
$10,650,000 Water Revenue Bonds, Series 2003C
Dear Mr. Smith, Ms. Maynard and Mr. Hurley:
D� -aQ
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 'current' 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 twofoid: first, to fund portions of the City's annual street
improvement program. This Street issue is expected to be repaid by speciai assessments on
benefiting properties.
The purpose of the Water Issue is to fund current capital improvements of the Saint Paui
Regional Water Authority. The Water Issue will be repaid by general revenues of the Utility.
Tax-Exempt Market Rates
The municipal tax-exempt market remains in a historic low range. The national index of these
interest rates, the BBi, is at the very low point of 4.79%.
CORPORATE OFFlCE: SAIi<T PAUL, MK � Visit our �vebsite at k��v�c.sPringsted.com
lOWA � KANSAS - MINNESOTA � VIRGINIA • WASH[SGTON,DC � WISCO\SN
City of Saint Paul, Minnesota
February 26, 2003
Page 2
Sale Resuits
0`l ���
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 vatue 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 l'IC %
US Bancorp Piper Jaffray 3.6306%
UBS PaineWebber tnc. 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°l0
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
�� _ao�
We believe the interest rates received by the City today reflect aggressive bidding on each
issue. For all three issues the bid results are approximately 3/10ths of 1°/a under our estimates
of late January and early February. The objectives underlying each issue were exceeded with
interest rates well below the estimates, and interest cost savings on the 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 c�nducted 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 ' ✓ 'P'' u v
David N. MacGillivray
Chairman
sja
Enclosure
85 E. SEVENTH PLACE, SUITE 100
SAWT PAUL, MN 55101-2887
651.223.3000 FAX:65I.223.3002
E-MAIL: advisorsGsprinQstcd.com
��
D� -2D5
SPRINGSTED
Advisort co the Publ3c Sumr
$22,235,000
Ci[y oF Saint Paul, Minnesota
General Obligation Capital Improvement Bonds, Series 2003A
(Book Entry Only)
AWARD: UBS PAINEWEBBER INCORPORATED
MORGAN STAA'LEY - MORGAN STANLEY DW INC.
SALOMON SMITH BARNEY
CROMN & COMPANY, INCORPORATED
and Associates
SALE:
February 26, 2003
Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
UBSPAINEWEBBERINCORPORATED
MORGAN STANLEY -
MORGAN STANLEY DW INC.
SALOMON SMITH BARNEY
CRONIN & COMPANY, INCORPORATED
CIBC World Mazkeu
Citizens Bank
Hutchinson, Shockey, Erley &
Company
Banc of America Securities LLC
Kirlin Securities, Inc.
ADVEST, INC.
HOWE, BARNES INVESTMENTS, INC.
First Trust Portfolio
2.00% 2004-2007
3.50% 2008-2012
3.625% 2013
2.00% 2004-2006
2.50% 2007
3.50 % 2008-2010
4.00% 2011-2013
2.00% 2004-2007
3.50% 2008-2011
3.75% 2012-2013
$22,446,314.15
$22,699,052.70
$22,494,298.79
$3,442,44835 2.9969%
$3,480,74730 2.9999%
$3,468,313.71 3.0124%
(Continued)
CORPOItATE OFFICE: SAINT PAUL, MN • Visit our websire at www springs[ed com
DES MOINES, IA • MILWAUKEE. WI • MINNEAPOLIS, MN • OVERLAND PARK, KS • VIRGIMq BgpCH, VA • WASHINGTON, DC
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE
SERVICES,LLC
RBC DAIN RAUSCHER INC.
ABN-AMRO FINANCIAL SERVICES
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
STIFEL, NICOLAUS & CO., INC.
CHARLES SCHWAB & COMPANY
Axelrod Associates, Inc.
Prudential Securities, Inc.
Stone & Youngberg LLC
Hazris Trust & Savings Bank
Robert W. Baird & Company,
2.00 %a 2004-2007
4.00% 2008-2013
2.00% 2004-2006
2.50% 2007
2.75%a 2008
3.00% 2009
3.25% 2010
3.75% 2011
4.00% 2012-2013
$22,795,636.16 $3,519,663.84
$22,474,770.55 $3,504,329.45
3.0241 %
3.0409 %
Incorporated
n h N �,� r' � vr r'
-
� 3 _ _ -. � __ __ _
Isaak Bond Investments, Inc.
Northem Trust Securities, Inc.
Prager, McCarthy & Sealy, LLC
Reoffering Schedule afthe Purchaser
Rate
2.00 %
2.00 %
2.00 %
2.00 �
3.50°k
3.50 %
3.50 °k
3.50%
3.50°k
3.625 %
Year
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Yield
1.068 %
1.30%
1.65 %
2.00 %
2.45 %
2.85 %
3.15%
3375 %
3.55 %
3.66%
BBI: 4.79%
Average Maturity: 5.096 Years
85 E. SEVENi'H PLACE, SU1TE 100
SAiNT PAUL, Mi� 5510]-2887
6512233000 FAX:651223.3002
E-MAIL: advisors(0)Sprinqsted.com
��
Award:
Sale:
03 3 �S
SPRINGSTED
Adrison to tfie Publit Seaor
$10,650,000
City of Saint Pauf, Minnesota
Water Revenue Bonds, Series 2003C
(Book Entry Only)
U.S. BANCORP PIPER JAFFRAY INC.
and Associates
February 26,2003
Moody's Rating: Aa2
Standard & Poor's Rating: AA+
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC. 2.00% 2003-2007 $IQ529,236.00 $4,983,389.00 3.9494%
Wells Fazgo Brokerage Services, LLC 2.50% 2008
Edward D.Jones & Company 2.80% 2009
3.10%
335%
3.50%
3.60%
3.70%
3.80%
3.90%
4.00%
4.125%
4.25%
435%
4.40%
MORGAN STANI.EY —
MORGAN STANLEY DW INC.
SALOMON SMITH BAItNEY
UBS PAINEWEBBER INCORPORATED
CRONIN & COMPANY, INCORPORATED
CI$C WORLD MARKETS
HUTCHINSON, SHOCKEY, ERLEY &
COMPANY
BANC OF AMERICA SECURITIES LLC
CITT7ENS BANK
2010
2011
2012
2013
2014
2015
2016
2017-2018
2019
2020
2021
2022
2.00%
2.25%
2.75%
3.00%
3.25%
3.50%
3.75%
4.00%
4.125%
4.25%
430%
4375%
4.50%
2003-2006
2007
2008
2009
2010
2AlI
2012-2013
2014-2017
2018
2019
2020
2021
2022
$10,570,309.00 $5,089,258.19 4.0263%
(Continued)
CORPORATEOFF/CE: SAiMPAUI�h1N • Visitowwebsiteazwwwspringcred,com
pE$ MOINES.IA • MILWAUKEE. N'i • MINNEAPOWS MN . OVERLAND PARK, KS • VIRGINIA HEACH, VA • WASHINGTON, DC
Interest NetInterest True Interest
Bidder Rates Price Cost Rate
RBC DAIN RAUSCHER INC.
ABN-AMItO FiNAY3CIAL SERVICES
GRIFFIN, KUBIK, STEPHENS &
TfIOMPSON, INC.
STiFEL, NICOLAUS & CO., INC.
CHARi.ES SCHWAB & COMPANY
2.00%
2.50%
2.75%
3.00%
3.25%
3.50%
3.70%
3.80%
3.90%
4.00%
4.125%
4.20%
430%
4.40%
4.50°k
2003-2006
2007
2008
2009
2010
2011-2012
2013
2014
aois
2016
2017
2018
1A19
2020
2021-2022
$10,547,228.50 $5,138,513.69 4.0683%a
Reoffering Schedule Of The Purchaser
Rate
2.00%
2.00%
N/A
2.00%
2.00%
2.50%
2.80%
3.10%
335%a
3.50%
3.60%
3.70%
3.80%
3.90%
4.00%
4.00%
4.125%
4.25%
4.35%
4.40%
Year
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2075
7A16
2017
2018
2019
202Q
2021
2022
Yield
1.00%
1.10%
N/A
1.60%
2.05%
2.50%
2.85%
3.15%
3.40%
3.55%
3.65%
3.75%
3.85%
3.95%
4.00%a
4.10%
4.20%
4.30%
4.40%
4.45%
BBI: 4.79%
Average Maturity. 11.799 Years
�7 -a��
85 E. SEVENTH PLACE, SUITE 100
SAfNT PAUL, MN 55101-?fiR7
65I.223.3000 FAX: 651.223.3002
E-MAIG ad�isors� prinQsYedtom
��
$3,340,000
SPRINGSTED
Advisors �o �he Pu6/ic Seccor
City oF Saint Paul, Minnesota
General Obligation Street Improvement Special Assessment Bonds, Series 2003B
(Book Entry Only)
AWARD:
SALE:
February 26,2003
Moody's Rating: Aa2
Standard & Poor's Rating: AAA
Interes[ ATet Interest True Interest
Bidder Rates Price Cost Rate
U.S. BANCORP PIPER JAFFRAY INC.
WELLS FARGO BROKERAGE
SERVICES, LLC
UBSPAINEWEBBERINCORPORATED
MORGAN STANLEY —
MORGAN STANLEY DW INC.
SALOMON SMITH BARNEY
CRONIN & COMPANY,INCORPORATED
CIBC World Mukets
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 %
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
$932,937.50
3.6306 %
$3,339,372.95
$941,552.05
3.6336%
(Continued)
CORPORATE OFFICE: SAINT PAUL, MN • Visit our websice a[ wwwspringsred.com
DES MOINES, IA • MILWAUKEE, WI • MINNEAPOLIS, MN • OVERLAND PARK, KS • VIRGINIA BEACH, VA • WASHINGTON, DC
Interest Net Interest True Interest
Bidder Rates Price Cos[ Ra[e
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. 2J5% 2009 '
STIFEL, NICOLAUS & CO., INC. 3.10% 2010
6t#A.F.I£S SE�I'41'�B & E�J���SP�P�1Y 3.33�-,-��I - - - - -
Axelrod Associates, Inc. 3.50 % 2012
Prudential Securities, Inc. 3.625% 2013
Stone & Youngberg LLC 3.75% 2014
Harris Trust & Savings Bank 3.90% 2015
Robert W. Baird & Company,
Incorporated
Dougherty and Company LLC
Isaak Bond Invesunents,Inc.
Northem Trust Securities, Inc.
Prager, McCarthy & Sealy, LLC
Reoffering Schedule ofthe Purchaser
Rate
2.00°k
2.00%
2.05 %
2.50%
2.85 %
3.00 °k
3.15%
3.30%
3.45 %
3.60 k
3.625 %
3.75 %
Year
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 °!o
3.35%
3.50%
3.60%
3.70 %
3.80%
BBI: 4.79%
Average Mamrity: 7.695 Yeazs