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04-286�vr�e� �-e � - 3 -/O - D�{- CITY Presented By RESOLUTION AUI,, NIINNESOTA I'� Referred To """°"-"---- - - ACCEPTING PROPOSAL ON SALE OF $2,500,000 GENERAL OBLIGATION STREET IIvIPROVEMENT SPECIAL ASSESSMENT BONDS, SERIES 2004B, PROVIDING FOR THEIR ISSUANCE, AND LEVYING A TAX FOR TIIE PAYMENT THEREOF WI3EREAS, the Director, Office of Financial Services, has presented proposals received for the sale of $2,500,000 General Obligarion Street Itnprovement Special Assessment Bonds, Series 2004B (the "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and WHEREAS, the proposals set forth on Exhibit A attached hereto were received pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:30 A.M., Central Tune, this same day; and WHEREAS, the Director, Office of Financiai Services, has advised this Council that the proposal of !.lGS �n,�ruoi Sr d.�s �'� found to be the most advantageous and has recommended that said proposal be accepted; an�d WHEREAS, the proceeds of the Bonds will fmance certain street improvements to be specially assessed, for which the City is proceeding pursuant to its Charter and not Minnesota Statutes, Chapter 429, with any excess to be used for any other purpose perxnitted by law; and WHEREAS, the City has heretofore issued registered obligations in certificated form, and incurs substantial costs associated with their printing and issuance, and substantial continuing transaction costs relating to their payment, transfer and exchange; and WHEREAS, the City has determined that significant savings in transaction costs will result from issuing bonds in "global book-entry form", by which bonds are issued in certificated form in large denominations, registered on the books of the City in the name of a depository ar its nominee, and held in safekeeping and immobilized by such depository, and such depository as part of the computerized national securities clearance and settlement system (the "National System") registers lransfers of ownership interests in the bonds by making computerized book entries on its own books and distributes payments on the bonds to its Participants shown on its books as the owners of such interests; and such Participants and other banks, brokers and dealers participating in the Narional System will do likewise (not as agents of the City) if not the beneficial owners of the bonds; and Council File # ����� Green Sheet # O ( I 1618586JL o���� WHEREAS, "Participants" means those financial institutions for whom the Depository effects book-entry transfers and pledges of securities deposited and immobilized with the Depository; and WF3EREAS, The Aepository Trust Company, a limited purpose trust company organized under the laws of the State of New York, or any of its successors or successors to its functions hereunder (the 'Depository"), will act as such depository with respect to the Bonds except as set forth below, and the City has heretofore delivered a letter of representations (the "Letter of Representations") setting forth various matters relating to the Depository and its role with respect to the Bonds; and WHEREAS, the City will deliver the Bonds in the form of one certificate per mahxrity, each representing the entire principal amount of the Bonds due on a particular maturity date (each a°Global Certificate"), which single certificate per maturity may be transferred on the City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller denominations unless the City determines to issue Replacement Bonds as provided below; and WHEREAS, the City will be able to replace the Depository or under certain circumstances to abandon the "global book-entry form" by permitting the Global Certificates to be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond register; and "Replacement Bonds" means the certificates representing the Bonds so authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and WHEREAS, "Holder" as used herein means the person in whose name a Bond is registered on the registration books of the City maintained by the registrar appointed as provided in paragraph 8(the "Bond Regstrar"); and WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to provide certain continuing disclosure with respect to the Bonds; and WHEREAS, pursuant to Minnesota Statutes, Secrion 475.60, Subdivision 2(9), public sale requirements do not apply to the Bonds if the City retains an independent financial advisor and determines to sell the Bonds by private negotiation, and the City has instead authorized a competitive sale without publication of notice thereof as a form of private negotiation; and WHEREAS, proposals for the Bonds have been solicited by Springsted Incorporated pursuant to an Official Statement and Terxns of Proposal therein: NOW, THEREFORE, BE IT RESOLVEA by the Council of the City of Saint Paul, Minnesota, as follows: 1. Acceptance of Proposal. The proposal of UBS Financial Services Inc. (the "Purchaser") to purchase $2,500,000 General Obligation Street Improvement Special Assessment Bonds, Series 2004B, 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 hereinafter set forth, and to pay therefor the sum of $2,505,71530, plus interest accrued to settlement, is i6isss6WZ 2 py- �86 hereby found, detern�ined and declared to be the most favorable proposal received and is hereby accepted, and the Bonds aze hereby awazded to the Purchaser. The Director, Office of Financial Services, or his designee, is directed to retain the deposit of the Purchaser and to forthwith return to the others maldng proposals their good faith checks or drafts. 2. Title; Oripnal Issue Date; Denominations; Maturities. The Bonds shall be titled "General Obligation Street Improvement Special Assessment Bonds, Series 2004B", shall be dated Mazch 1, 2004, as the date of original issue and shall be issued forthwith on or after such date as fixlly registered bonds. The Bonds shall be numbered from R-1 upward. Global Certificates shall each be in the denomination of the entire principal amount matuiiug 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 Mazch 1 in the yeazs and amounts as follows: Year 2005 2006 2007 2008 2009 2010 Amount $450,000 125,000 i 10,000 110,000 105,000 105,000 Year 2011 2012 2013 2014 2015 2016 �'' ' $105,000 105,000 100,000 100,000 100,000 985,000 Far purposes of Minnesota Statutes, Section 475.54, Subdivision 1, the Bonds are combined with the City's General Obligation Capital Improvement Bonds, Series 2004A, General Obligation Street Improvement Special Assessment Bonds, Series 2003B, and General Obligation Street Improvement Special Assessment Bonds, Series 2002B. 3. Purpose. The Bonds shall provide funds for the construction of various street improvements (the "Improvements") in the City, and any excess construction fixnds shall be devoted to any other purpose permitted by law. The total cost of the Ixnprovements, 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 available far tkus purpose. Work on the Improvements shall proceed with due diligence to completion. 4. Interest. The Bonds shall bear interest payable semiannually on March 1 and September 1 of each year (each, an"Interest Payment Date"), commencing September 1, 2004, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years as follows: 1618586v2 / :, Maturity Year 2005 2006 2007 2008 2009 2010 Interest Rate 2.00% 2.00 2.00 2.25 2.25 2.50 Maturitv Yeaz 2011 2012 2013 2014 2015 2016 Interest Rate 3.00% 3.00 3.10 3.25 3.50 3.75 5. Description of the Global Certificates and Global Book-Entrv Svstem. Upon their original issuance the Bonds will be issued in the form of a single Global Certificate for each maturity, deposited with the Depository or its agent by the Purchaser and immobilized as provided in paragraph 6. No beneficial owners of interests in the Bonds will receive certificates representing their respective interests in the Bonds except as provided in paragraph 6. Except as so provided, during the term of the Bonds, beneficial ownerslup (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 of principal 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. Payxnent of principal of, premium, if any, and interest on a Global Certificate may in the City's discrerion be made by such other method of transferring funds as may be requested by the Holder of a Global Certificate. 6. Immobilization of Global Certificates by the De�ository; Successor DepositoryLReplacement 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 othenvise as acceptable to the Depository, shall be registered in the name of the Depository or its nominee and shall be held immobilized from circulation at the offices of the Depository or its agent on behalf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the sole holder of record of the Global Certificates and no investor or other party purchasing, selling or otherwise transferring ownership of interests in any Bond is to receive, hold or deliver any bond certificates so long as the Depository holds the Global Certificates immobilized from circulation, except as provided below in this pazagraph and in pazagraph 12. 1618586v2 4 Dy' ���o 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 inparagaph 12, (i) To any successor of the Depository (or its nominee) or any substitute depository (a "substitute depository") designated pursuant to clause (iii) of this subparagraph, provided that any successor of the Depository or any substitute depository must be both a"clearing corporation" as defined in the Miunesota Unifoxm Commercial Code at Mimiesota Statutes, Section 336.8-102, and a qualified and registered "clearing agency" as provided in Secrion 17A of the Securities Exchange Act of 1934, as amended, (iii) To a subsritute depository designated by and acceptable to the City upon (a) the determination by the Depository that the Bonds shall no longer be eligibie for its depository services or (b) a determination by the City that the Depository is no longer able to carry out its functions, provided that any subsfitute depository must be qualified to act as such, as provided in clause (ii) of this subparagraph, or (iv) To those persons to whom transfer is requested in written transfer instructions in the event that: (a) the Depository shall resign or discontinue its services for the Bonds and the City is unable to locate a substitute depository within two (2) months following the resignation or determination of non-eligibility, or (b) upon a deternunation by the City in its sole discretion that (1) the continuation of the book-entry system described herein, which precludes the issuance of certificates (other than Global Certificates) to any Holder other than the Depository (or its nominee), might adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated bonds, in either of which events the City shall notify Holders of its detennination and of the availability of certificates (the "Replacement Bonds") to Holders requesting the same and the registrarion, transfer and exchange of such Bonds will be conducted as provided in paragraphs 9B and 12 hereof. In the event of a succession of the Depository as may be authorized by this paragraph, the Bond Registrar upon presentation of Global Certificates shall register their transfer to the substitute or successor depository, and the subsfitute or successar depository shall be treated as the Aepository for all purposes and functions under this resolution. The Letter of Representations shall not apply to a substitute or successor depository unless the City and the substitute or successor depository so agree, and a similaz agreement may be entered into. 1618586v2 5 o�-a�� 7. Redemntion. (a) Oprional Redemption: Due Date. All Bonds maturing after Mazch 1, 2013, shall be subject to redemption and prepayment at the oprion of the City on such date and on any day thereafter at a price of paz plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as the City shall deteru�ine; and if only part of the Bonds having a common mahxrity date aze called for prepayment, the Global Certificates may be prepaid in $5,000 increments of principal and, if applicable, the specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon sha11 cease to accrue from and after the redempfion date. (b) Notation on Global Certificate. Upon a reduction in the aggregate principal amount of a Global Certificate, the Holder may make a notafion of such redemption on the panel provided on the Global Certificate stating the amount so redeemed, or may return the Global Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the Bond Registraz, in proper principai amount. Such nota6on, if made by the Holder, shall be for reference only, and may not be relied upon by any other person as being in any way determinative of the principai amount of such Global Certificate outstanding, unless the Bond Registrar has signed the appropriate column of the panel. (c) Selection of Replacement Bonds. To effect a partial redemption of Replacement Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Replacement Bond having a common maturity date a distincfive number for each $5,000 of the principal amount of such Replacement Bond. The Bond Registraz shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Replacement Bonds, as many nuxnbers as, at $5,000 for each number, shall equal the principal amount of such Replacement Bonds to be redeemed. The Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Replacement Bond of a denomination of more than $5,040 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. (d) Partial Redemption of Replacement Bond. If a Replacement Bond is to be redeemed only in part, it shall be surrendered to the Bond Registraz (with, if the City or Bond Registrar so requires, a written inshument of transfer in form satisfactory to the City and Bond Registrar duly executed by the Holder thereof or his, her ar its attomey duly authorized in writing) and the City sha11 execute (if necessary) and the Bond Registrar shall authenticate and deliver to the FIolder of such Replacement Bond, without service charge, a new Repiacement Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. (e) Request for Redemption. The Bond Registraz shall call Bonds for redemprion and payment as herein provided upon receipt by the Bond Registrar at least foriy-five (45) days prior 1618586v2 oy-a�� to the redemption date of a request of the City, in written form if the Bond Registrar is other than a City officer. Such request shall specify the principal amount of Bonds to be called for zedemption and the redemption date. ( fl Notice. Mailed notice of redemption shail be given to the paying agent (if other than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds for redempfion and payment prior to the stated maturity thereof, the Bond Registrar shall give written norice in the name of the City of its intention to redeem and pay such Bonds at the office of the Bond Registraz. Nofice of redemption shall be given by first class mail, postage prepaid, mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be redeemed, at the address appearing in the Bond Register. Ali notices of redemption shall state: (i) The redemption date; (ii) The redemption price; (iii) If less than ail outstanding Bonds are to be redeemed, the idenrification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed; (iv) That on the redemption date, the redemption price will become due and payable upon each such Bond, and that interest thereon shall cease to accrue from and after said date; and (v) The place where such Bonds are to be surrendered for payment of the redemption price (which shall be the office of the Bond Registrar). (g) Notice to Depositorv. Notices to The Depository Trust Company or its nominee shall contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such notice to the Depository on the business day next preceding the date of mailing of such notice to all other Holders. 8. Bond Registrar. U.S. Bank National Associafion, in Saint Paul, Minnesota, is appointed to act as bond registraz and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so unless and until a successor Bond Registraz is duly appointed, a11 pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith. A successor Bond Registraz shall be an officer of the City or a bank or trust company eligible for designarion as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may be appointed pursuant to any contract the City and such successor Bond Registraz shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds sha11 be paid to the Holders (or record holders) of the Bonds in the manner set forth in the forms of Bond and paragraph 14 of this resolution. 9. Forms of Bond The Bonds shall be in the form of Global Certificates unless and until Replacement Bonds are made auailabie as provided in paragraph 6. Each form of bond may contain such additional or different terms and provisions as to the form of payment, i 618586WZ '] DY- �$� record date, notices and other matters as are consistent with the Letter of Representarions and approved by the City Attorney. A. Global Certificates. The Global Certificates, together with the Certificate of Registrarion, the Register of Partial Payments, the form of Assignxnent and the registration information thereon, shall be in substantially the following form and may be typewritten rather than printed: 1618586v2 ��- a��o UNITED STATES OF AMERICA STATfi OF IvIINNESOTA RAMSEY COUNTY CTTY OF SAINT PAUL R- INTEREST RATE $ GENERAL OBLIGATION STREET IMPROVEMENT SPECIAL ASSESSMENT BOND, SERIES 2004B MAT'URITY DATE DATE OF ORIGINAL TSSUE CUSIP March 1, REGISTERED OWNER: PRINCIPAL AMOUNT: March 1, 2004 DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises to pay to the registered owner specified above or on the certificate of registration below, or registered assigns, in the manner hereinafter set forkh, the principal amount specified above, on the maturity date specified above, unless called for eazlier redemption, and to pay interest thereon semiannually on March 1 and September i of each yeaz (each, an "Interest Payment Date"), commencing September 1, 2004, at the rate per annum specified above (calculated on the basis of a 360-day yeaz of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable in same- day funds by 230 p.m., Eastexn time, upon presentation and surrender hereof at the principal office of in Mivnesota (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer; provided, however, that upon a partial redemption of this Bond which results in the stated amount hereof being reduced, the Holder may in its discretion be paid without presentation of this Bond, which payment shall be received no later than 230 p.m., Eastern time, and may make a notarion on the panel provided herein of such redemption, stating the amount so redeemed, or may return the Bond to the Bond Registrar in exchange for a new Bond in the proper principal amount. Such notation, if made by the Holder, shall be far reference only, and may not be relied upon by any other person as being in any way deternunarive of the principal amount of this Bond outstanding, unless the Bond Registrar has signed the appropriate column of the panel. Interest on this Bond will be paid on each Interest Payment Date in same-day funds by 2:30 p.m, Eastern time, to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registraz and at the addtess appearing thereon at the close of business on the fifteenth day of the calendaz month preceding such Interest Payment Date (the "Regular Record Date"). Interest payments shall be received by the Holder no later than 230 p.m., Eastern time; and principal and premium 1618586dL oy- a8� payxnents shall be received by the Holder no later than 2:30 p.m., Eastern time, if the Bond is surrendered for payment enough in advance to permit payxnent to be made by such time. Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shail be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registraz whenever money becomes available for payment of the defaulted interest. Norice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Speciai Record Date. The principal of and premium, if any, and interest on tkus Bond aze payable in lawful money of the United States of America. Date of Pavment Not Business Dav. If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York, New York, or the city where the principal office of the Bond Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking insfitutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. Redemntion. All Bonds of this issue (the "Bonds") maturing after March 1, 2013, are subject to redemption and prepayment at the option of the Issuer on such date and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. Ifredemption is in part, those Bonds remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as the City shall detemvne; and if only part of the Bonds having a common maturity date aze called for prepayment, this Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Norice of Redem tk ion. Mailed notice of redemption shall be given to the paying agent (if other than a City officer) and to each affected Hoider of the Bonds. In the event any of the Bonds are called for redempfion, written notice thereof will be given by first class mail mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In connecfion with any such notice, the "CUSIP" numbers assigned to the Bonds shall be used. Replacement or Notation of Bonds after Partial Redem ��fion. Upon a partial redemption of this Bond which results in the stated amount hereof being reduced, the Holder may in its discretion make a notation on the panel provided herein of such redemption, stating the amount so redeemed. Such notation, if made by the Holder, shall be for reference only, and may not be relied upon by any other person as being in any way deternunarive of the principal amount of the Bond outstanding, unless the Bond Registraz has signed the appropriate column of the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the Issuer or Hond Registraz so requires, a written inshliment of h•ausfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her ar its attomey 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 chazge, a new Bond of the same series having the same stated maturity and interest rate and of the authorized denomination 1618586WL 10 � o� 'G in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance; Pumose; General Obli a� tion. This Bond is one of an issue in the total principal amount of $2,500,000, all of like date of original issue and tenor, except as to number, maturity, interest rate, denominarion and redemption privilege, which Bond has been issued pursuant to and in full confomuty with the Constitution and laws of the State of Minnesota and the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on March 10, 2004 (the "Resolution"), for the purpose of providing money to finauce the construcrion of various street improvements in the City. This Bond is payable out of a special account relating to the Bonds in the General Obligarion Special Assessments — Streets Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and talcing powers of the Issuer have been and are hereby urevocably pledged. Denominations: Exchange; Resolution. The Bonds are issuabie originaily only as Global Certificates in the denomination of the entire principal amount of the issue maturiug on a single date, or, if a portion of said principal amount is prepaid, said principal amount less the prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if then available. Replacement Bonds, if made available as provided below, are issuable solely as fully registered bonds in the denominarions 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 mauuer and subject to the lnnitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duries of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event that: (a) the Depository sha11 resign or discontinue its services for the Bonds, and only if the Issuer is unable to locate a substitute depository wiYhin two (2) months following the resignation or determination of non-eligibility, or (b) upon a determination by the Issuer in its sole discretion that (1) the continuation of the book-entry system described in the Resolution, which precludes the issuance of certificates (other than Globai Certificates) to any Holder other than the Depository (or its nominee), might adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated bonds. Transfer. This Bond shall be registered in the name of the payee on the books of the Issuer by presenting this Bond for regish to the Bond Registrar, who will endorse his, her or its name and note the date of registration opposite the name of the payee in the certificate of registration attached hereto. Thereafter this Bond may be transferred by delivery with an ieisss6�z 11 o�-a� assigiment duly executed by the Hoider or his, her or its legal representatives, and the Issuer and Bond Registraz may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until this Bond is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effecrive, and until such transfer is registered on said books and noted hereon by the Bond Registrar, all subject to the terms and condirions provided in the Resolurion and to reasonable regularions of the Issuer contained in any agreement with, or notice to, the Bond Registrar. Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other restricrions if required to qualify this Bond as being "in registered form" witlun the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as aznended. Fees upon Transfer or Loss. The Bond Registtar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regazding transfers and lost Bonds. Treatment of Reeistered Owiier. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payxnent as herein provided (except as otherwise provided with respect to the Record Date) and for all other purposes, whether or not this Bond shail be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid ar become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shali have been executed by the Bond Registrar. Not Oualified Tax-Exem�t Obli ate ions. The Bonds have not been designated by the Issuer as"qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation. IT IS HEREBY CERTIFIED AND RECITED that ail acts, conditions and things required by the Constitution and laws of the State of Mimiesota and the Charter of the Issuez to be done, to happen and to be performed, precedent to and in the issuance of tlus Bond, have been done, have happened and haue been performed, in regulaz and due form, time and manner as required by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and on the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory or Charter limitation of indebtedness. IN WITNESS WIIEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City Council has caused this Bond to be executed on its behaif by the photocopied facsimile signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and countersigned by the photocopied facsimile signature of its Director, Office of Financial Services, the official seal having been omitted as permitted by law. 1678586v2 12 oy-a�� Date ofRegistration: BOND REGISTRAR'S CERTIFICATE OF AUTFIENTICATION This Bond is one of the Bonds deseribed in the Resolution mentioned within. Bond Registrar By 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 Street Improvement Special Assessment Bond, Series 2004B, No. R- 1618586v2 13 oy �b CERTIFICATE OF REGISTRATION The transfer of awnership of the principal amount of the attached Bond may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF SIGNATURE OF REGISTRATION REGISTERED OWNER BOND REGISTRAR 1618586v2 14, D�- ��� REGISTER OF PARTIAL PAYMENTS The principal amount of the attached Bond has been prepaid on the dates and in the amounts noted below: Date Amount Bondholder Bond Re 'g s1 tr�' If a notation is made on this register, such notation has the effect stated in the attached Bond. Partial payments do not require the presentation of the attached Bond to the Bond Registraz, and a Holder could fail to note the partial payment here. 1618586W2 15 oy- �� ABBREVIATIONS The following abbreviafions, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties 7T TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform Trausfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the attached Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the attached Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or irust company or by a brokerage firm having a membership in one of the major stock exchanges or any other "Eligible Guarantor Insritution" as defined in 17 CFR 240.17Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) 1618586v2 16 D�-1$( B. Replacement Bonds. If the City has notified Holders that Replacement Bonds have been made auailable as provided in paragraph 6, then for every Bond thereafter transferred or exchanged (including an exchange to reflect the partial prepayment of a Global Certificate not previously exchanged for Replacement Bonds) the Bond Registraz shall deliver a certificate in the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global Certificate shall not otherwise be required to exchange the Global Certificate for one or more Replacement Bonds since the City recognizes that some beneficiai owners may prefer the convenience of the Depository's registered ownership of the Bonds even though the entire issue is tto longer required to be in global book-enhy form. The Replacement Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form, with paragraphs identical to the form of Giobal Certificate stated by heading or initial text only: 1618586dL 17 a�-a�� � GENERAL OBLIGATION STREET IMPROVEMENT SPECIAL ASSESSMENT BOND, SERIES 2004B INTEREST RATE % REGISTERED OWNER: PRINCII'AL AMOLJNT: IIlVITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CI1'Y OF SAINT PAUL MAT'LTRITY DATE DATE OF ORIGINAL ISSLTE $ CUSIP March 1, Mazch i, 2004 I�Z�lll� : ` KNOW ALL PER50NS BY THESE PRESENTS that the City of Saint Paui, Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises to pay to the registered owner specafied above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called far earlier redemption, and to pay interest thereon semiannually on March 1 and September 1 of each year (each, an"Interest Payxnent Date"), commencing September 1, 2004, at the rate per annum specified above (calcutated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond aze payabie upon presentation and surrender hereof at the principal office of � . (the "Bond Registraz"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Hoider hereof at the close of business on a date (the "Speciai Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days priar to the Special Record Date. The principal of and prernium, if any, and interest on this Bond aze payable in lawfixl money of the United States of America. 161&586v2 18 o�- a�� REFERENCE LS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON TI� REVERSE HEREOF, WFIICH PROVISIONS SHALL FOR ALL PI7RPOSES HAVE `I'HE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED .... IN WTTNESS WHEREOF, the City of Saint Paul, Ramsey County, Mivnesota, by its City Council has caused this Bond to be executed on its behalf by the original ar facsimile signature of its Mayor, attested by the original or facsixnile signature of its Clerk, and countersigned by the original ar facsimile signature of its Director, Office of Financial Services, the official seal having been omitted as permitted by law. Date of Registration: BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Bond Registrar By Authorized Signature Registrable by: Payable at: CITY OF SAINT PAUL, RAMSEY COUNTY, MINNBSOTA Mayor Attest: City Clerk Countersigned: Director, Office of Financial Services 1618586dL i (� o�- a g� ON REVERSE OF BOND Date of Pavment Not Business Day. Redemption. All Bonds of tlus issue (the "Bonds") maturing after March 1, 2013, aze subject to redemption and prepayment at the option of the Issuer on such date and on any day thereafter at a price of par plus accrued interest. Redemprion may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as the City shall determine; and if only part of the Bonds hauing a common maturity date aze called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice ofRedemvtion. Selection of Bonds for Redemrotion. To effect a partial redemprion 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 nuxnber, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 sha11 be redeemed as shall equal $5,000 for each nuxnber 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 Registraz so requires, a written instnxment of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attomey duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance; Pur�ose; General Obli ae tion. Denominations; Exchange; Resolution. The Bonds are issuable solely as fully registered bonds in the denominations of $5,000 and integral mulfiples thereof of a single maturiry and are exchangeabie for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the lunitations provided in the Resolufion. 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 principai office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions 1618586WZ 20 D'Y- �-�� provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or nofice to, the Bond Registrar. Thereupon the Issuer sha11 execute and the Bond Registrar shail authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "beazer" or similar designarion), of an authorized denominafion or denomivations, in aggregate principal amount equai to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees unon Transfer or L,oss. Treatment of Registered Owuer. Authentication Not Oualified TaY-Exempt Oblieations. ABBREVIATIOI3S 1618586v2 21 oy a�G ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attomey to transfer the Bond on the books kept for the registration thezeof, with full power of subsfitufion in the premises. Dated: Notice: The assignor's signature to this assigvnent must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges or any other'Bligibie Guarantar Instihxtion" as defined in 17 CFR 240.17Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond uniess the information conceming the transferee requested below is provided. Name and Address: (Include information for all j oint owners if the Bond is held by joint account.) 1618586v2 22 o�,l-a8� 10. Execution. The Bonds shall be executed on behalf of the City by the signatures of its Mayor, Clerk and Director, Office of Financial Services, each with the effect noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed or photocopied facsimile; and provided fiuther that any of such signatures may be printed or photocopied facsuniles and the corporate seal may be omitted on the Bonds as pernutted by law. In the event of disability or resignarion or other absence of any such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case any such officer whose si�ahxre 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 facsunile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. 11. Authentication; Date of Registration. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolufion unless a Certificate of Authenticarion on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated. For purposes of delivering the original Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the date of original issue, which date is Mazch 1, 2004. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 12. ReQistration; Transfer; Exchan�e. The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. A Global Certificate shall be registered in the nazne of the payee on the books of the Bond Registraz by presenting the Giobal Certificate for registration to the Bond Registraz, who will endarse his or her name and note the date of registration opposite the name of the payee in the certificate of registration on the Global Certificate. Thereafter a Global Certificate may be transferred by delivery with an assignment duly executed by the Holder or his, her or its legal representative, and the City and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until a Global Certificate is presented with such assignment far registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted thereon by the Bond Registrar, all subj ect to the terms and conditions provided in the Resolurion and to reasonable regulations of the City contained in any agreernent with, or notice to, the Bond Registraz. Transfer of a Global Certificate may, at the direction and expense of the City, be subject to other restrictions if required to qualify the Global Certificates as being "in registered t6iass6�2 23 oy � 8G form" within the meaiung of Section 149(a) of the federal Intemal Revenue Code of 1986, as amended. If a Global Certificate is to be exchanged for one or more Replacement Bonds, all of the principal amount of the Global Certificate shall be so exchanged. Upon surrender for transfer of any Replacement Bond at the principal office of the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenricate, insert the date of registrarion (as provided in pazagraph 11) of, and deliver, in the name of the designated transferee or transferees, one or more new Replacement Bonds of any authorized denomination or denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no bond may be registered in blank or in the name of "beazer" or similaz designation. At the option of the Holder of a Replacement Bond, Replacement Bonds may be exchanged for Replacement Bonds of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar sha11 authenticate, insert the date of registrafion of, and deliver the Replacement Bonds which the Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for Global Certificates of smaller denominations. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligarions of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange sha11 be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registxaz, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any ta�c or other governmental chazge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regula6ons of the City contained in any agreement with, or notice to, the Bond Registrar, including regulations wluch pernut the Bond Registrar to close its transfer books between record dates and payment dates. 13. Ri ts Upon Transfer or Exchanee. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carty all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. i6iass6� 24 0�1- a 8G 14. Interest Pavment; Record Date. Interest on any Global Certificate shall be paid as provided in the first pazagraph thereof, and interest on any Replacement Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the City maintained by the Bond Registraz, and in each case at the address appeating thereon at the close of business on the fifteenth (15th) day of the calendaz month preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regulaz Record Date, and sha11 be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulfed interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior to the Special Record Date. 1 S. Holders; Treatment of Re¢istered Owner: Consent of Holders. A. For the purposes of all acrions, consents and other matters affecting Holders of the Bonds, other than payxnents, redempfions, and purchases, the City may (but shall not be obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person in whose name the Bond is registered. For that purpose, the City may ascertain the idenrity of the beneficial owner of the Bond by such means as the Bond Registraz in its sole discretion deems appropriate, including but not limited to a certificate from the person in whose name the Bond is registered identifying such beneficial owner. B. The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond far the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such Bond and for ail other purposes whatsoever whether or not such Bond sha11 be overdue, and neither the City nar the Bond Registrar shall be affected by notice to the contrary. C. Any consent, request, direction, approval, objection or other instrument to be signed and executed by the Holders may be in any numbez of concurrent writings of snnilaz tenor and must be signed or executed by such Holders in person or by agent appointed in writing. Proof ofthe execution of any such consent, request, direction, approval, objecfion or other inshvinent 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 conciusive in fauor of the City with regard to any action taken by it under such request or other instnunent, namely: (1) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take aclaiowledgments within such jurisdiction that the person signing such writing aclaiowledged before him or her the execufion thereof, or by an affidavit of any witness to such execution. (2) Subject to the provisions of subparagraph (A) above, the fact of the ownership by any person of Bonds and the amounts and numbers of such Bonds, and the date of the holding of the same, may be proved by reference to the bond register. 1618586v2 25 o � �Fs� 16_ Deliverv; Apnlication of Proceeds. The Global Certificates when so prepared and executed shall be delivered by the Director, Office of Financial Services, to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 17. Funds. There is hereby created a speciai fund to be designated the "2004 Capital Projects Fund" (numbered C-04, the "Capital Fund"), 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 Obligation Special Assessments -- Streets Debt Service Fund" (numbered 963, the "Debt Service Fund"). The Capital Fund and Debt Service Fund shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. (i) Canital Fund. To the Capital Fund there shall be credited the proceeds of the sale of the Bonds, less accrued interest received on the Bonds, and less any amount paid for the Bonds in excess of $2,477,500. From the Capital Fund there shall be paid all costs and expenses of malang the Improvements listed in paragraph 18, after they have been ordered in accordance with the Charter of the City, including the cost of any construction contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65 (including interest on the Bonds payable during the construction period); and the moneys in the Capital Fund shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the anticipated date of commencement of the coliection of tases or special assessments herein covenanted to be levied; and provided further that if upon completion of the Ixnprovements there shali remain any unexpended balance in the Capital Fund, the balance may be transferred by the Council to the fund of any other improvement instituted pursuant to the City's Charter or Minnesota 5tatutes, Chapter 429, or used to pay the costs of any other purpose permitted by law, or transferred to the Debt Service Fund. All earnings on the Capital Fund shall be transferred to the Debt Service Fund, or may be reta'vned in the Capital Fund. (ii) Debt Service Fund. There is hereby pledged and there shall be credited to a special account relating to the Bonds in the Debt Service Fund: (a) collecfions of special assessments herein covenanted to be levied with respect to the Improvements, to the extent provided in pazagraph 19; (b) all accrued interest received upon delivery of the Bonds; (c) all funds paid for the Bonds in excess of $2,477,500; .(d) any collections of ali taxes which aze levied herein, or which may hereafter be levied in the event that the special assessments herein pledged to the payment of the Bonds and interest thereon are insufficient therefor; (e) all funds remaiuing in the Capital Fund after completion of the Improvements and payment of the costs thereof, not so transfened to the account of another improvement or used to pay the costs of any other purpose permitted by law; and (� all inveshnent eaniings on moneys held in such special account in the Debt Service Fund or (at the City's option) on moneys held in the Capital Fund. If moneys in the special account of the Debt Service Fund shouid ever be insufficient to pay debt service on the Bonds, the Bonds shall be paid from the Debt Service Fund or any other special 1618586v2 26 D�- �8� account therein, and the Bonds are hereby made payable from the Debt Service Fund and any other special accounts therein for this purpose. Amounts drawn from the Debt Service Fund or any special account therein may be repaid with or without interest when moneys sufficient for such repayment aze deposited in the special account relating to the Bonds in the Aebt Service Fund. The special account relating to the Bonds in the Debt Service Fund shall be used solely to pay the principal and interest and any premiums for redemprion of the Bonds and any other general obligarion bonds of the City heretofore or hereafter issued by the City and made payable from such speciai account in the Debt Service Fund as provided by law, or to pay any rebate due to the United States. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding inveshnents or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued, and (2) in addition to the above in an amount not greater than five percent (5%) of the proceeds of the Bonds. To tlus effect, any sums from time to time held in the Capital Fund or in such special account in the Debt Service Fund (or any other City fixnd or account which will be used to pay principal or interest to become due on the bonds payable therefrom) in excess of amounts which under then-applicable federal arbitrage regulations may be invested without regard as to yield shall not be invested at a yield in excess of the applicable yieid restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made auailable under the federal arbitrage regulations. In addition, the proceeds of the Bonds and money in the Capital Fund or in such special account in the Debt Service Fund shall not be invested in obligarions or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such inveshnent would cause the Bonds to be "federally guaranteed" wittrin the meaning of Section 149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code"). 18. Assessments; Coveraee Test. The City Council has heretofore detenniued, and does hereby determine, to proceed with the Improvements and special assessments with respect thereto under the provisions of the Charter of the City, rather than the provisions of Minnesota Statutes, Chapter 429. It is hereby determined that no less than twenty percent (20%) of the cost to the City of each Improvement financed hereunder within the meaning of Minnesota Statutes, Section 475.58, Subdivision 1(3), shall be paid by special assessments to be levied against every assessable lot, piece and parcel of land benefited by the Improvements. The City hereby covenants and agrees that it will let all construction contracts not heretofore let within one year after ordering each Improvement financed hereunder unless the resolution ordering the Ixnprovexnent specifies a different time limit for the letting o£ construction conh and will do and perform, as soon as they may be done, all acts and things necessary for the final and valid levy of such special assessments, and in the event that any such assessment be at any time held invalid with respect to any lot, piece or parcel of land due to any error, defect, or ixregularity, in any action ar proceedings taken or to be taken by the City or this Council or any of the City officers or employees, either in the making of the assessments ar in the performance of any condition precedent thereto, the City and this Council wili forthwith do all further acts and take �6isss6�z 27 �y- a�� all further proceedings as may be required by law to make the assessments a valid and binding lien upon such property. The special assessments for the Improvements haue not heretofore been authorized, and accordingly, for purposes of Minnesota Statutes, Section 475.55, Subdivision 3, the special assessments are hereby authorized. Subject to such adjustments as are required by conditions in existence at the time the assessments are levied, the assessments aze hereby authorized and it is hereby deteimuied that the assessments shall be payable in equal, consecutive, annual installments, with general taaces for the yeazs shown below and with interest on the declining balance of all such assessments at a rate per annuxn approximately one percent (1%) per annum in excess of the net effective rate of interest on the Bonds: Improvement Designation Edmund/Galtier Case/Ruth DavernBayard /• �� � $ 620,000 �40,000 1 140,000 Levy Years Collection Years TOTAL $2,500,000 2004-2023 for all 2005-2024 for all The speciai assessments for the Improvements shall be such that if collected in full they, together with estimated collections of other revenues herein pledged for the payment of the Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when due the principal and interest payxnents on the Bonds in every year except the final year (2016). At the time the assessments for the Improvements are in fact levied the City Council shall, based on the then-current estimated collections of the assessments, make any adjustments in any ad valorem taaces required to be levied in order to assure that the City continues to be in compliance with Minnesota Statutes, Section 475.61, Subdivision 1. 19. L'amit on Snecial Assessments Pledeed. The City Council hereby finds, deternunes and declares that the payment of the Bonds does not require the pledge of all the special assessments which may be levied with respect to the Improvements identified in paragraph 18, and that it is necessary, proper and expedient to provide that payments and prepayxnents of special assessments in excess of the debt service requirements of the Bonds be put to use for other purposes sooner than upon the termination of the Debt Service Fund. Only $2,500,000 original principal amount of the special assessments (which amount is the 'Pledged Assessments"), and interest thereon, recognized in pazagraph 18 of this Resolution (of which $SSO,Q00 are necessazy priar to their scheduled receipt in arder to pay debt service on the Bonds on Mazch 1, 2005) are or shall be pledged to the payment of the Bonds, and payxnents of, or with respect tq such special assessments in excess of the Pledged Assessments shall be credited instead to a special account in the Capital Fund, and used for the purpose of paying any additional costs of the Improvements and the costs of other improvements approved by the City, as follows: (a) the first $550,000 of all prepayments of special assessments recognized in paragraph 18 shall be credited to the Debt Service Fund, (b) thereafter until such time as the special assessments from time to time outstanding equal in original principal amount the Pledged Assessments or less, prepayxnents of any of the special assessments recognized in pazagraph 18 1618586WZ 28 o��r� shall be treated as prepayments of the portion of the speciai assessments not pledged to the Bonds and shail be credited instead to said special account of the Capital Fund, and used as provided above, and (c) while the special assessments from time to time outstanding equal in original principal amount the Pledged Assessments or more, regulaz installment payments made on the Pledged Assessments only (not all of the special assessments) shall be credited to the Debt Service Fund, and regular installment payments on that portion, if any, of the remaining assessments in excess of the Pledged Assessments shall be credited to said special account of the Capital Fund, and used as provided above. 20. Taa� Levy; Covera e Test. I£ taxes are levied as provided in the fmal part of paragraph 18, the tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. To provide moneys far payment of the principal and interest on the Bonds due to be paid in 2016 there is hereby levied upon all of the taYable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property tases in the City for the years and in the amounts as follows: Year of Tax Year of Tas Lew Collection Amount 2014 2015 $932,147 The tax levies are such that if collected in full they, together with esrimated collections of special assessments and other revenues herein pledged for the payment of the Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when due the principal and interest payxnents on the Bonds. The tas levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent pernutted by Minnesota Statutes, Section 475.61, Subdivision 3. 21. General Obligation P1edQe. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taacing powers of the City shall be and are hereby irrevocably pledged. If the balance in the special account relating to the Bonds in the Debt Service Fund (as defined in paragraph 17 hereo fl is ever insufficient to pay all principal and interest then due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, including the general fund of the City and the Debt Service Fund and the speciai accounts therein, and such other funds may be reimbursed with ar without interest from the special account in the Debt Service Fund relating to the Bonds when a sufficient balance is available therein. 22. Certificate of Re�istrarion. The Director, Office of Financial Services, is hereby directed to file a certified copy of this Resolution with the officer of Ramsey County, Minnesota, performing the functions of the county auditor (the "County Auditor"), together with such other information as the County Auditor shall require, and to obtain the County Auditor's 1618586v2 29 o�-��� certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the taac levy required by law has been made. 23. Records and Certificates. The officers of the City aze hereby authorized and directed to prepaze and fiunish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condirion and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise lrnown to them, and all such certified copies, certificates and affidavits, including any heretofore fixrnished, shall be deemed representations of the City as to the facts recited therein. 24. Neeative Covenants as to Use of Proceeds and Improvements. The City hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Improvements, in such a manner as to cause the Bonds to be "private activity bonds° within the meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no actions will be taken over the term of the Bonds that would cause them to be private activity bonds, and the average term of the Bonds is not longer than reasonably necessary for the governmental purpose of the issue. The City hereby covenants not to use the proceeds of the Bonds in such a maxiner as to cause the Bonds to be "hedge bonds" within the meaning of Secfion 149(g) of the Code. 25. T�-Exempt Status of the Bonds; Rebate• Elections. The City sha13 compiy with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess inveshnent eaiiiings to the United States. The City expects that the two-year expenditure exception to the rebate requirements may apply to the construction proceeds of the Bonds. If any elections are available now or hereafter with respect to arbitrage or rebate matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, or any of them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be, and shall be deemed and treated as, elections of the City. 26. No Desienation of pualified Taac-Exempt Obli ations. The Bonds, together with other obiigations issued by the City in 2004, exceed in amount those wluch may be qualified as "qualified taic-exempt obliga6ons" within the meaning of Secfion 265(b)(3) of the Code, and hence are not designated for such purpose. 27. Letter of Representations. The Letter of Representations for the Bonds is hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the 1618586v2 30 oy -aS� City and received and accepted by The Depository Trust Company. So long as The Depository Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the City shall comply with the provisions of the I,etter of Representations, as it may be amended or supplemented by the City from rime to time with the agreement or consent of The Depository Trust Company. 28. Ne�oriated Sale. The City has retained Springsted Tncorporated as an independent financial advisor, and the City has heretofore deternuned, and hereby deternunes, to sell the Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60, Subdivision 2(9). 29. Continuine Disclosure. The City is an obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaknig") hereinafter described, to: A. Provide or cause to be provided to each nationally recognized municipal securiries information repository ("NRMSIl2") and to the appropriate state information depository ("SID"), if any, for the State of Minnesota, in each case as designated by the Commission in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. B. Provide or cause to be provided, in a rimely manner, to (i) each I3RMSIR or to the Muxucipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the occiurence of certain material events with respect to the Bonds in accordance with the Undertaking. C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the MSRB and (ii) the STD, notice of a failure by the City to provide the annual financial information with respect to the City described in the Undertaking. The City agrees that its covenants pursuant to the Rule set forth in this paragraph 29 and an the Undertaking are intended to be for the benefit of the Holders of the Bonds and shali be enforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and Director, Office of Financial Services, or any other officers of the City authorized to act in their stead (tl�e "Officers"}, are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council, subject to such modifications thereof or addifions thereto as are (i) consistent with the requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers. 1618586v2 31 o�-a�� 30. Severabilitv. If any section, paragraph or provision of this resolution 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 remaining provisions of this resolution. 31. Headines. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. 1618586v2 32 � oy-a��� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet DepartmenUoffiee/council: Date Initiated: Fs -F��S�� 2SFE6-04 Green Sheet NO: 3012417 Co�act Person 8 Phone: ���ent Sent To Person InitiaVDate Todd Hudey � 0 na i 1 ervic - Z66-883� Asstgn 1 c ervi D artm ntDirector Must Be on Counal Agenda by (Date): Number 2 na ci 'c ce � e;a rv� 10.MAR-04 Por Routin9 3 i Attome �1� . � �2Jr'� Orde� 4 r' ce a or/ t - 5 onncil i Coun 6 k e Total # of Signature Pages _(Clip Ali Locations for Signature) Aetion Requested: This resolution accpets the winning porposal and awards the bid for the $2,SOQ000 G.O. Special Assessment Bonds', Series 2004B. Recommenda5ions: Approve (A) or Reject (R): Personal Service CoMracts Must Answer the Following Questioris: Planning Commission 1. Has this persoNfirtn ever worked under a contrad for this departrnenY? CIB Committee Yes No Civil Senrice Commission 2. Has this personlfirm ever been a cily employee? Yes No 3. Dces this personlRnn possess a skill not normally possessed by any curtent city employee? Yes No Explain ail yes answers on separate sheet and attach to green sheet Initiating Probiem, Issues, Opportunity (Who, What, When, Where, Wh»: 'I'he bonds are foi the puipose of funding the bond fivancing portion of the s4eet improvement budget. AdvanWges If Approved: Financing will be available for the street improvement budget. Disadvanhges If Approved: None. Disadvantages If Not Approved: Funds needed for s4eeY improvemems will not be available. Total Amount of 2500000 Cost/Revenue Budgeted: Y Transaction: Punding Source: Activity Number: Financiai Information: (Explain) oy- a8� WHEREAS, "Participants" means those financial insfitutions for whom the I�pository effects book-entry transfers and pledges of securities deposited and immobilized with the�Depositorv; and WHEREAS, The Depository Trust Company, a limited purpose trust company organized der the laws of the State of New York, or any of its successors or successors to its funcrions he under (the "Depository"), will act as such depository with respect to the Bonds except as set f below, and the City has heretofore delivered a letter of representations (the "Letter of Repres tations") setting forth various matters relafing to the Depository and its role with respect to the onds; and WHER$AS, the City will deliver the Bonds in the form of one certificate per maturity, each represen ' the entire principal amount of the Bonds due on a particular maturity date (each a"Global Certi ate"), which single certificate per maturity may be transferred on the City's bond register as requir by the Uniform Commercial Code, but not exchanged for smaller denominations unless the City temunes to issue Replacement Bonds as provided below; and WHEREAS, the circumstances to abandon the "; be exchanged for smaller denox will be able to replace the Depository or under certain ook-entry form" by permitting the Globai Certificates to on typical of ordinary bonds registered on the City's bond register; and "Replacement Bonds" me � the certificates representing the Bonds so authenticated and delivered by the Bond R'strar pursuant to pazagraphs 6 and 12 hereof; and WHEREAS, "Holder" as used h rein means the person in whose name a Bond is registered on the registration books of the City��tained by the registrar appointed as provided in paragraph 8(the "Bond Registrar"); and WHEREAS, Rule 15c2-12 ofthe Sec �ries and Exchange Commission prohibits "participating undenvriters" from purchasmg or selling e Bonds unless the City undertakes to provide certain continuing disclosure with respect to the nds; and WHEREAS, pursuant to Minnesota Statutes, ection 475.60, Subdivision 2(9), public sale requirements do not apply to the Bonds if the City tains an independent financial advisor and determines to sell the Bonds by private negotiation, d the City has instead authorized a comperitive sale without publicarion of notice thereo s a form of private negotiarion; and � WI�REAS, proposals for the Bonds have been solicit� Incorparated pursuant to an Official Statement and Terms of Proposal NOW, THEREFORE, BE TT RESOLVED by the Council Paul, Minnesota, as follows: Springsted City of Saint 1. Acceptance of Proposal. The proposal of \ (the "Purchaser") to purchase $2,500,000 General Obligation Street Improvement � Assessment Bonds, Series 2004B, of the City (the "Bonds", or individually a"Bond accordance with the Terms of Proposal for the bond sale, at the rates of interest here forth, and to pay therefor the suxn of $ , plus interest accrued to settic 1618586v2 2 �i1 set is ����� Maturitv Year 2005 2006 2007 2008 0 Interest Rate % Maturity Year 2011 2012 2013 2014 2015 2016 Interest Rate % 5. Description of the Global Certificates and Global Book-Entrv System. Upon their ori ' al issuance the Bonds will be issued in the form of a single Global Certificate for each maturi deposited with the Depository or its agent by the Purchaser and immobilized as provided in paza aph 6. No beneficial owners of interests in the Bonds will receive certificates represen g their respective interests in the Bonds except as provided in para�aph 6. Except as so provided, uring the term of the Bonds, beneficial ownership (and subsequent transfers of beneficial o ership) of intetests in the Global Certificates will be reflected by book entries made on the record i the Depository and its Participants and other banks, brokers, and dealers participating in the N�onal5ystem. The Depository's book entries of beneficial ownerskup interests are authori to be in increments of $5,000 of principal of the Bonds, but not smalier increments, despite th larger authorized denominations of the Globai Certificates. Payment of principal of, prexnium, any, and interest on the Global Certificates will be made to the Bond Registraz as paying agent, in tum by the Bond Registrar to the Depository or its nominee as registered owner of the Glo 1 Certificates, and the Depository according to the laws and rules governing it will receive and fore�ard payments on behalf of the beneficial owners of the Global Certificates. \ Payment ofprincipal of, premi if any, and interest on a Globai Certificate may in the City's discretion be made by such other me d of transferring funds as may be requested by the Holder of a Global Certificate. 6. Immobilizafion of Global Certific es b the D osito • Successor Depository; ReUlacement Bonds. Pursuant to the request o the Purchaser to the Depository, which request is required by the Terms of Proposal, immedia ly upon the original delivery of the Bonds the Purchaser will deposit the Global Certificates r esenting all of the Bonds with the Depository or its agent. The Global Certificates shall be in ewritten forxn ar otherwise as acceptable to the Depository, shall be registered in the name of the epository ar its noxninee and shail be held immobilized from circulation at the offices of the D ository or its agent on behalf of the Purchaser and subsequent bondowners. The Depository o'ts nominee will be the sole holder of record of the Global Certificates and no investor or other p putchasing, selling or otherwise transferring ownership of interests in any Bond is to receive, h d or deliver any bond certificates so long as the Depository holds the Global Certificates imm ilized from circulation, except as provided below in this paragraph and in paragraph 12. 161S586v2 4, o�- ��G shall be treated as prepayments of the portion of the special assessments not pledged to the Bonds and shall be credited instead to said special account of the Capital Fund, and used as provided above, and (c) wlule the special assessments from time to time outstanding equal in original principal amount the Pledged Assessments or more, regular installment payments made the Pledged Assessments only (not all of the special assessments) shall be credited to the Debt Se 'ce Fund, and regular installment payments on that portion, if any, of the remaining asse ments in excess of the Pledged Assessments shall be credited to said special account of the Capi Fund, and used as provided above. 20. Taz I,ew; CoveraQe Test. If tases are levied as provided in the final part of pazagraph 8, the tas levies shall be inepealable so long as any of the Bonds aze outstanding and unpaid, pro �ded that the City reserves the right and power to reduce the levies in the manner and to the extent rnutted by Mimiesota Stahxtes, Section 475.61, Subdivision 3. To pro ' e moneys for payment of the principal and interest on the Bonds due to be paid in 2016 there is h eby levied upon all of the t�able property in the City a direct annual ad valorem ta�c which shall e spread upon the tax rolls and collected with and as part of other general property tases in the 'ty for the yeazs and in the amounts as foilows: Year of Taac \ Year of Tax Lew Collection Amount 2014 The ta�c levies are such that collected in full they, together with esfimated collections of special assessments and other venues herein pledged for the payment of the Bonds, wiil produce at least five percent (5%) excess of the amount needed to meet when due the principal and interest payments on the Bonds. The taac levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provi ed that the City reserves the right and power to reduce the levies in the manner and to the extent p itted by Mimiesota Statutes, Secrion 475.61, Subdivision 3. 21. General Obligation Pledge. For the ompt and full payment of the principal and interest on the Bonds, as the same respectively come due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocab pledged if the balance in the special account relating to the Bonds in the Debt Service Fund (as efined in paragraph 17 hereof j is ever insufficient to pay all principal and interest then due the Bonds payable therefrom, the deficiency shall be promptly paid out of any other fund i the City which aze auailable for such purpose, including the general fund of the City and the the special accounts therein, and such other funds may be Xeimbursed with from the special account in the Debt Service Fund relating to the Bonds wk balance is auailable therein. t Service Fund and without interest �a sufficient 22. Certificate of Reeistration. The Director, Office of Financia� hereby directed to file a certified copy of this Resolution with the officer of Ramsey � Minnesota, perfornung the functions of the county auditor (the "County Auditor"), tc such other information as the County Auditor shall require, and to obtain the County is with 1618586�2 29