04-288�i����� ,3 -�o -� �{
RESOLUTION
CITY OF
Presented By
Referred To
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ACCEPTING PROPOSAL ON SALE OF APPROXIMATBLY
$3,345,000 GENERAL OBLIGATION CAPTTAL IMPROVEMENT
REFLJNDINCs BONDS, SERIES 2Q04D,
PROVIDING FOR Tf�IR ISSUANCE, AND LEVYING
A TAX FOR TF� PAYMENT THEREOF
7 WHEREAS, the Director, Office of Financiai Services, has presented proposals
8 received for the sale of approxnnately $3,345,000 General Obligafion Capital Improvement
9 Bonds, Series 2004D (Yhe "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 Proposai at the offices of Springsted Incorporated at 10:30 A.M.,
12 Central Time, this sazne day; and
13 WHEREAS, the Director, Office of Financial Services, has advised this Council
lA that the proposal of ,r���� ij�.qi�si� �� �� was found to be the most advantageous
15 and has recommended that said proposal be accepted; and
16 WHEREAS, the proceeds of the Bonds will finance the current refunding of the
17 2005 and 2006 maturities (aggregating to $3,295,000) of the City's General Obligation Capital
18 Improvement Bonds, Series 1996A (the "Refunded Bonds"), for payment on April 15, 2004; and
19 WFIEREAS, the Refunded Bonds are callable on March 1, 2004, and on any day
20 thereafter at a price of par plus accrued interest, and refunding thexn is consistent with covenants
21 made with the holders thereof, and is necessary and desirable for the reduction of debt service
22 cost to the City; and
23 WIIEREAS, the City has heretofore issued registered obligarions in certificated
24 form, and incurs substantial costs associated with their printing and issuance, and substanfial
25 continuing trausaction costs relating to their payment, transfer and exchange; and
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WAEREAS, the City has deterinined that significant savings in transaction costs
will result from issuing bonds in "global book-enh-y form", by which bonds are issued in
certificated form in lazge denominations, registered on the books of the C3ty in the name of a
depository or its nominee, and held in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities clearance and settlement system (the
"National System") registers transfers of ownership interests in the bonds by making
computerized book entries on its own books and dishibutes payments on the bonds to its
Participants shown on its books as the owners of such interests; and such Participants and other
conaoil Pile # D 7 — 9? .
Crseen Sheet S� O 1 2. '
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1 banks, brokers and dealers participating in the National System will do likewise (not as agents of
2 the City) if not the beneficial owners of the bonds; and
3 Wf�REAS, "Participants" means those financial institutions for whom the
4 Depository efFects book-enhy iransfers and piedges of securities deposited and immobilized with
5 the Depository; and
6 WHEREAS, The Depository Trust Company, a limited purpose hust company
7 organized under the laws of the State of New York, or any of its successors or successors to its
8 fixnctions hereunder (the "Depository"), will act as such depository with respect to the Bonds
9 except as set forth below, and the City has heretofore delivered a letter of representations (the
10 "Letter of Representations") setting forth various matters relating to the Depository and its role
11 with respect to the Bonds; and
12 WHEREAS, the City will deliver the Bonds in the form of one certificate per
13 maturity, each representing the entire principal amount of the Bonds due on a particular maturity
14 date (each a"Global Certificate"), which single certificate per maturity may be transferred on the
15 City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
lb denominarions unless the City deternvnes to issue Replacement Bonds as provided below; and
17 WT�REAS, the City will be able to replace the Depository or under certain
18 circumstances to abandon the "global book-entry form" by pernlitting the Global Certificates to
19 be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
20 register; and "Replacement Bonds" means the certificates representing the Bonds so
21 authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and
22 WFIEREAS, "FTolder" as used herein means the person in whose naxne a Bond is
23 registered on the registration books of the City maintained by the registrar appointed as pmvided
24 in paragraph 8(the "Bond Registrar"); and
25 WIIEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
26 "participating underwriters" from pruchasing or selling the Bonds unless the City undertakes to
27 provide certain continuing disclosure with respect to the Bonds; and
28 WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
29 public sale requirements do not apply to the Bonds if the City retains an independent financial
30 advisor and deternunes to seil the Bonds by private negotiation, and the City has instead
31 authorized a competitive sale without pnblicarion of notice thereof as a form of private
32 negotiation; and
33 WHEREAS, proposals for the Bonds have been solicited by Springsted
34 Incorporated pursuant to an Officiat Statement and Terms of Proposal therein; and
35 WHEREAS, in the Terms of Proposal relating to the Bonds, the Ciry reserved the
36 right to increase or decrease the issue size from the proposed $3,345,000 in multiples of $5,000
37 in either of the maturities, and to adjust the premium offered or discount taken by a percentage
38 equal to the percentage by which the principal amount of the Bonds is increased or reduced; and
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WHEREAS, the City has deteimuied to adjust the principai amount by a$75,000
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decrease:
NOW, THEREFORE, BE IT RESOLVEA by the Council of the CiTy of Saint
Paul, Minnesota, as follows:
1. Acceptance of Proposal. The proposal of RBC Dain Rauscher Ina (the
"Purchaser") to purchase $3,345,000 General Obligation Capital Improvement Refunding Bonds,
Series 2004D, 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 $3,398,55825, plus interest accrued to settlement, is hereby found, determined
and declared to be the most favorable proposal received and is hereby accepted for Bonds in the
principal amount of $3,270,000 for a purchase price of $3,322,35739, 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.
2. Title; Original Issue Date; Denominations; Maturities. The Bonds shall be
titled "General Obligafion Capital Improvement Refunding Bonds, Series 2004D", shall be dated
Mazch 1, 2004, as the date of original issue and shall be issued forthwith on or after such date as
fully registered bonds. The Bonds shail be numbered from R-1 upward. Global Certificates shall
each be in the denomination of the enrire principal amount maturing on a single date, or, if a
portion of said principal amount is prepaid, said principal amount less the prepayment.
Replacement Bonds, if issued as provided in paragraph 6, shall be in the denomination of $5,000
each or in any integral multiple thereof of a single maturity. The Bonds shall mature on March 1
in the yeazs and amounts as follows:
Year Amount
2005 $1,640,QQ0
2006 1,630,000
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The above schedule represents a deerease from the proposed maturity amounts of
$40,000 in 2005 and $35,000 in 2006.
3. Purpose; Finding. The Bonds shall provide funds for a current refunding
(the "Refunding") of the Refunded Bonds. The total cost of the Refunding, 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. It is hereby found, determined and declared that the Refunding is
pursuant to Mimiesota 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 Payxnent Date"), commencing September 1,
35 2004, calculated on the basis of a 360-day year of twelve 30-day months, at the respecrive rates
36 per annum set forth opposite the maturity years as follows:
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Maturity Year Interest Rate
2005 2.00%
2006 2.50
2 5. Descriution of the Global Certificates and Giobal Book-Enirv Svstem.
3 Upon their original issuance the Bonds will be issued in the form of a single Global Certificate
4 for each maturity, deposited with the Depository or its agent by the Purchaser and immobilized
5 as provided in pazagraph 6. No beneficial owners of interests in the Bonds will receive
6 certificates representing their respective interests in the Bonds except as provided in paragraph 6.
7 Except as so provided, during the term of the Bonds, beneficial ownership (and subsequent
8 transfers of beneficial ownership) of interests in the Global Cerkificates will be reflected by book
9 enhies made on the records of the Depository and its Participants and other banks, brokers, and
10 dealers participating in the National System. The Depository's book entries of beneficial
i l ownership interests are authorized to be in increments of $5,000 of principal of the Bonds, but
12 not smaller increments, despite the larger authorized denominations of the Global Certificates.
13 Payment of principal oP, premitun, if any, and interest on the Global Certificates will be made to
14 the Bond Registrar as paying agent, and in turn by the Bond Registrar to the Depository ar its
15 nominee as registered owner of the Global Certificates, and the Depository according to the laws
16 and rules governing it will receive and forward payments on behalf of the beneficial owners of
17 the Globai 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 Cerkificate.
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6. Immobilization of Global Certificates by the Depository; Successor
Deoositor�_eplacement 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 investar or other party purchasing, selling
or otherwise transferring ownership of interests in any Bond is to receive, hold or deliver any
bond certificates so long as the Depository holds the Global Certificates immobilized from
circulation, except as provided below in this pazagraph and in paragraph 12.
Certificates evidencing the Bonds may not after their original delivery be transferred or
exchanged except:
(i) Upon registration of transfer of ownership of a Global Certificate, as
providedin paragraph 12,
(ii) To any successar of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (iii) of this
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1 subpazagraph, provided that any successor of the Depository or any substitute depository
2 must be both a"clearing corporation" as defined in the Miunesota Uniform Commercial
3 Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
4 agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
5 (iii) To a subsritute depository designated by and acceptable to the City upon
6 (a) the determination by the Depository that the Bonds shall no longer be eligible for its
7 depository services or (b) a determivafion by the City that the Depository is no longer
8 able to carry out its functions, provided that any substitute depository must be qualified to
9 act as such, as provided in clause (ii) of this subparagraph, or
10 (iv) To those persons to whom tcansfer is requested in written transfer
11 instructions in the event that:
12 (a) the Depository shall resign or discontinue its services for the
13 Bonds and the City is unable to locate a substitute depository within two (2)
14 months following the resignation or deternunation of non-eligibility, or
15 (b) upon a determinafion by the City in its sole discrefion that (1) the
16 continuation of the book-entry system described herein, which precludes the
17 issuance of certificates (other than Global Certificates) to any Holder other than
18 the Depository (or its nominee), might adversely affect the interest of the
19 beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial
20 owners of the Bonds that they be able to obtain certificated bonds,
21 in either of which events the City shall notify Holders of its determination and of the
22 availability of certificates (the "Replacement Bonds'� to Holders requesting the saxne and
23 the registration, transfer and exchange of such Bonds will be conducted as provided in
24 paragraphs 9B and 12 hereof.
25 In the event of a succession of the Depository as may be authorized by this
26 paragraph, the Bond Registrar upon presentation of Global Certificates shall register their
27 transfer to the subsritute or successor depository, and the substitute or successor depository shall
28 be treated as the Depository for all purposes and funcfions under this resolution. The Letter of
29 Representations shall not apply to a subsritute or successor depository unless the City and the
30 substitute or successor depository so agree, and a similaz agreement may be entered into.
31 7. No Redemption. The Bonds shall not be subject to redemption and
32 prepayment at the option of the City prior to their maturity.
33 8. Bond Re 'g�strar. U. S. Bank National Association, in Saint Paul,
34 Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Borids (the
35 "Bond Registrar"), and shall do so urtless and until a successor Bond Registrar is duly appointed,
36 all ptusuant to any contract the City and Bond Registrar shall execute which is consistent
37 herewith. A successor Bond Registraz shall be an officer of the City or a bank or trust company
38 eligibie for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may
39 be appointed pursuant to any contract the City and such successor Bond Registrar shali execute
40 which is consistent herewith. The Bond Registrar shail also serve as paying agent unless and
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1 until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be
2 paid to the Holders (or record holders) of the Bonds in the manner set forth in the forms of Bond
3 and paragraph 14 of this resolution.
4 9. Forms of Bond. The Bonds shali be in the form of Global Certificates
5 unless and until Replacement Bonds aze made available as provided in paragraph 6. Each form
6 of bond may contain such additional or different terms and provisions as to the form of payment,
7 record date, norices and other matters as are consistent with the Letter of Representations and
8 approved by the City Attorney.
9 A. Global Certificates. The Global Certificates, together with the Certificate of
10 Registration, the form of Assigunent and the registration information thereon, shall be in
11 substanfially the following form and may be typewritten rather than printed:
1618661 W1 (
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L3NITED STATES OF AMERICA
2 STATE OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAINT PAUL
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$
GENERAL OBLIGATION CAPITAL IMPROVEMENT
REFUNDING BOND, SERIES 2004D
INTEREST
RATE
9 REGISTERED OWNER:
10 PRINCII'AL AMOi3NT:
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MATURITI'
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
March 1, _
DOLLARS
KNOW ALL PERSONS BY TI�SE 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
regstration below, or registered assigns, in the manner hereinafter set forth, the principal amount
specified above, on the maturity date specified above, and to pay interest thereon semiaruaually
on March 1 and September 1 of each year (each, an"Interest Payment Date"), commencing
September 1, 2004, at the rate per annum specified above (calculated on the basis of a 360-day
year of twelve 30-day months) until the ptincipal sutn 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 hy 230 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. 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 tlus
Bond is registered (the "Holder" or 'Bondholder") on the registrafion 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 Pa}�ment Date (the "Regular
Record Date"). Interest payments shall be received by the Holder no later than 2:30 pm.,
Eastern time; and principal and premium payments 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
payment to be made by such time. Any interest not so 6mely paid shall cease to be payable to
the person who is the Holder hereof as of the Regulaz 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")
fiYed 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
March 1, 2004
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1 prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond
2 are payable in lawful money of the United States of America.
3 Date of Pavment Not Business Dav. If the date for payment of the principal of,
4 premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
5 which bavking institutions in the City of New York, New York, or the city where the principal
6 office of the Bond Registrar is located aze authorized by law or executive order to close, then the
7 date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
8 holiday or a day on which such banking institutions are authorized to close, and payment on such
9 date shall have the same force and effect as if made on the nominal date of payment.
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No Redem tion. The Bonds of this issue (the "Bonds") are not subj ect to
redemption and prepayment at the option of the Issuer prior to their maturity.
Issuance; Purpose; General Obli ag tion. This Bond is one of an issue in the total
principal amount of $3,270,000, all of like date of original issue and tenor, except as to number,
maturity, interest rate and denomination, which Bond has been issued pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota, including particularly Laws
of Minnesota for 1971, Chapter 773, as amended, and the Charter of the Issuer, and pursuant to a
resolution adopted hy the City Council of the Issuer on Mazch 10, 2004 (the "Resolution"), for
the purpose of providing money to finance the current refunding of the City's General Obligation
Capital Improvement Bonds, Series 1996A. 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 tasing powers of the Issuer have been
and are hereby irrevocably pledged.
Denominations: ExchanQe; 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. Global Certificates are not exchangeable for fully registered bonds of smaller
denominations except in exchange for Replacement Bonds if then auailable. Replacement
Bonds, if made a��ailable as provided below, are issuable solely as fully registered bonds in the
denominations of $5,000 and integral multipies thereof of a single maturity and are exchangeable
for fully registered Bonds of other authorized denominations in equal aggregate principal
amounts at the principal office of the Bond Registrar, but only in the manner and subject to the
limitations provided in the Resolution. Reference is hereby made to the Resolution for a
description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in
the principal office of the Bond Registrar.
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Reulacement Bonds. Replacement Bonds may be issued by the Issuer in the event
(a) the Depository shall resign or discontinue its services for the Bonds, and
only if the Issuer is unable to locate a substitute depository within two (2) months
following the resigna6on or determinarion of non-eligibility, or
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1 (b) upon a determination by the Issuer in its sole discretion that (1) the
2 continuation of the book-entry system described 'vn the Resolution, wluch precludes the
3 issuance of certificates (other than Global Certificates} to any Holder other than the
4 Depository (or its nominee), mighf adversely affect the interest of the benefieial owners
5 of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that
6 they be able to obtain certificated bonds.
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Transfer. This Bond shall be registered in the name of the payee on the books of
the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his,
her or its name and note the date of registration opposite the name of the payee in the certificate
of registration attached hereto. Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal representa6ves, and the Issuer and
Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights
and powers of an owner until this Bond is presented with such assignment for registration of
transfer, accompazued by assurance of the nature provided by law that the assignment is genuine
and effective, and unril such transfer is regstered on said books and noted hereon by the Bond
Registrar, all subject to the terms and condifions provided in the Resolution and to reasonable
regularions of the Issuer contained in any agreement with, or norice to, the Bond Registrar.
Transfer of tlus Bond rnay, 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" wittrin the meaning of
Secrion 149(a) of the federal Internal Revenue Code of 1986, as unended.
Zl Fees uroon Transfer or L,oss. The Bond Registrar may require payment of a sum
22 sufficient to cover any taic or other governxnental charge payable in connecfion with the transfer
23 or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
24 Treatment of Registered Owner. The Issuer and Bond Registrar may treat the
25 person in whose name this Bond is registered as the owner hereof for the purpose of receiving
26 paysnent as herein provided {except as othenuise provided with respect to the Record Date) and
27 for all other purposes, whether or not this Bond sha11 be overdue, and neither the Issuer nor the
28 Bond Registraz shall be affected by notice to the contrary.
29 Authentication. This Bond shall not be valid or become obligatory for any
30 purpose or be enritled to any security unless the Certificate of Authentication hereon shall have
31 been executed by the Bond Registrar.
32 Not Oualified Tax-Exempt Obli ations. The Bonds have not been designated by
33 the Issuer as "qualified tax-exempt obligarions" for purposes of Section 265(b)(3) of the federal
34 Intemal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
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IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Mimiesota and the Charter of the Issuer to
be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
done, have happened and haue been performed, in regular and due form, time and manner as
required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
does not exceed any consfiturional or statutory or Charter limitation of indebtedness.
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1 IN WTTNESS Wf�REOF, the City of Saint Paul, Ramsey County, Minnesota, by
2 its City Council has caused this Bond to be executed on its behalf by the photocopied facsimile
3 signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and
4 countersigned by the photocopied facsimile signature of its Director, Office of Financial
5 Services, the official seal having been omitted as permitted by law.
6 Date of Registration:
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10 BOND REGISTRAR'S
11 CERTIFTCATE OF
12 AUTF�NTICATION
13 T4ris Bond is one of the
14 Bonds described in the
15 Resolution mentioned
16 within.
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Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COiTNTY, MII�7NESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Capital Ixnprovement Refunding Bond, Series 2004D, No. R-,
1618661d1
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CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made only by the
registered owner or his, her or its legal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, sha11
be construed as though they were written out in full according to applicable laws or regvlations:
TEI3 COM - as tenants in common
TEN ENT - as tenants by the entireries
7T TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust)
under the
(Minor)
Uniform Transfers 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
attomey to transfer the Bond on the books kept for the
registrafion thereof, with full power of substitution in the premises.
Dated:
Notice:
Signature Guazanteed:
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 altera6on
or any change whatever.
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28 Signature(s) must be guazanteed by a naAonal bank or trust company or by a brokerage firm
29 having a membership in one of the major stock exchanges or any other "Eligible Guarantar
30 Institution" as defined in 17 CFR 24017Ad-15(a)(2).
31 The Bond Registrar will not effect transfer of this Bond unless the information
32 concerning the transferee requested below is provided.
33 Name and Address:
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36 {Include information for all joint owners if the Bond is held
37 by joint account.)
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2 B. Replacement Bonds. If the Ciry has notified Holders that Replacement Bonds
3 have been made available as provided in paragraph 6, then for every Bond thereafter transferred
4 or exchanged the Bond Registrar shall deliver a certificate in the form of the Replacement Bond
5 rather than the Global Certificate, but the Holder of a Global Certificate shall not otherwise be
6 required to exchange the Global Certificate for one or more Replacement Bonds since the City
7 recoP ;'es that some beneficiai owners may prefer the convenience of the Depository's
8 registered ownership of the Bonds even though the entire issue is no longer required to be in
9 giobal book-entry form. The Replacement Bonds, together with the Bond Registrar's Certificate
10 of Authentication, the form of Assignment and the registration information thereon, shall be in
11 substantially the following form, with paragraphs identical to the form of Global Certificate
12 stated by heading or initial text only:
i6is�i�z 13
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UNTTED STATES OF AMEffiCA
STATE OF NIINNESOTA
RAMSEY COLJNTY
CTTY OF SAINT PAUL
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GENERAL OBLIGATION CAPTTAL IMPROVBMENT
REFUNDING BOND, SERIES 2004D
INTEREST MATURITY
RATE DATE
DATE OF
ORIGINAL ISSUE
March 1, 2004
REGISTERED OWNER:
I�:i1�C�117�iI_ ��\�Cllil�ll�i I
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 assi�s, in the
manner hereinafter set forth, the principal amount specified above, on the maturity date specified
above, and to pay interest thereon semiannually on March 1 and September 1 of each year (each,
an "Interest Payment Date"), commencing September 1, 2004, at the rate per annum specified
above (calculated on the basis of a 360-day year of rivelve 30-day months) untii the principal
sum is paid or has been provided for. This Bond wili 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 premiuxn, if any, on this Bond are payable upon
presentation and surrender hereof at the principal office of
in (the "Bond Registrar"), acting as paying agent, or
any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on
each Interest Payment Date by check or draft mailed to the person in whose name this Bond is
registered (the "Hoider" 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 Record Date").
Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof
as of the Regulaz 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 Registrar whenever
money becomes available for payment of the defaulted interest. Nofice of the Special Record
Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The
principal of and premium, if any, and interest on this Bond aze payable in lawful money of the
United States of America.
1b18661v2 1,4
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1 REFERENCE IS HEREBY MADE TO TI� FURT'F�R PROVISIONS OF
2 THIS BOND SET FORTH ON TI� REVERSE F3EREOF, WF3ICH PROVISIONS SHALL
3 FOR ALL PURPOSES HAVE'THE SAME EFFECT AS IF SET FORTH HERE.
�
TT IS HEREBY CERTIFIED AND RECTI'ED....
5 TN WITNESS WE��REOF, 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 Duector, Office of Financial Services,
9 the official seal having been omitted as pemvtted by law.
10 Date of Registration:
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14 BOND REGISTRAR'S
15 CERTIFICATE OF
16 AI3THENTICATION
17 This Bond is one of the
18 Bonds described in the
19 Resolution mentioned
20 within.
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25 Bond Registraz
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Authorized Signature
1618661dL
Registrable by:
Payable at:
CTI'Y OF SAINT PAUL,
RAMSEY COUNTY, NIINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
1$
0�-�8�'
ON REVERSE OF BOND
Date of Pavment Not Business Day.
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IS
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No Redemption.
Issuance: Purpose; General Obli a� tiOh.
Denominations; Exchange: Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
manner and subject to the lunitations provided in the Resolution. Reference is hereby made to
the Resolution far a description of the rights and duties of the Bond Registraz. Copies of the
Resolufion are on file in the principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by his, her or its
attorney duly authorized in writing at the principal office of the Bond Registrar upon
presentation and surrender hereof to the Bond Registrar, a11 subject to the terms and conditions
provided in the Resolution and to reasonable regularions of the Issuer contained in any
agreement with, or norice to, the Bond Registraz. Thereupon the Tssuer shall execute and the
Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully
registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or
similar designation), of an authorized denomination ar denominations, in aggregate principal
amount equal 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 Re�istered Owner.
Authentication
Not Oualified Tas-Exem�pt Obligations.
ABBREVIATIONS
1618661v2 16
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ASSIGNMENT
2 For value received, the undersigned hereby sells, assigns and transfers unto
3 the within
4 Bond and does hereby irrevocably consritute and appoint
5 attorney to transfer the Bond on the books kept for the
6 registration thereof, with full power of substiturion in the premises.
Dated:
$ Notice: The assignor's signature to this assignment must
9 correspond with the name as it appears upon the face of
10 the within Bond in every particulaz, without alteration ar
11 any change whatever.
12 Signature Guaranxeed:
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14 Signature(s) must be guaranteed by a national bank or hust company or by a brokerage firm
15 having a membership in one of the major stock exchanges or any other "Eligible Guarantor
16 Institurion" as defined in 17 CFR 240.Z7Ad-15(a)(2).
17 The Bond Re�straz will not effect transfer of this Bond unless the information
18 concerning the transferee requested below is provided.
19 Name and Address:
F�17
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(Include information for ali joint owners if the Bond is held
by joint account.)
1618661v2 1'�
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10. Execufion. 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 facsimiles and the corporate seal may be omitted
on the Bonds as permitted by law. In the event of disability or resignation or other absence of
any such officer, the Bonds may be signed by the manual or facsimile signaiure of that officer
who may act on behalf of such absent or disabled officer. In case any such officer whose
signature or facsixnile of whose signature shall appeaz on the Bonds shali 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 unril delivery.
11. Authenticarion: Date of Reeistration. No Bond shall be valid or obligatory
for any purpose or be entitled to any security or benefit under this resolution unless a Certificate
of Authenticafion on such Bond, substanrially 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 Registraz
shall authenticate the signatures of officers of the City on each Bond by execurion of the
Certificate of Authentication on the Bond and by inserting as the date of registrafion 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 sha11 insert as the date of registrafion the
date of original issue, which date is March 1, 2004. The Certificate of Authenticafion so
executed on each Bond shall be conclusive evidence that it has been authenticated and delivered
under this resolution.
24 12. Re�stration: Transfer; Exchange. The City will cause to be kept at the
25 principal office of the Bond Registrar a bond register in which, subject to such reasonable
26 regulations as the Bond Registrar may prescribe, the Bond Registraz shall provide for the
27 regisiration of Bonds and the registcation of transfers of Bonds enritled to be registered or
28 transferred as herein provided.
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A Global Certificate shall be registered in the name of the payee on the books of
the Bond Registrar by presenting the Global Certifica#e for registration to the Bond Registrar,
who will endarse his or her nazne 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
�ferred by delivery with an assignment duly executed by the Holder or his, her or its legal
representative, and the City and Bond Registraz may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until a Global Certificate is presented
with such assignment for registrafion of transfer, accompanied by assurance of the nature
provided by law that the assi�unent is genuine and effective, and until such transfer is registered
on said books and noted thereon by the Bond Regi straz, all subject to the terms and conditions
provided in this resolution and to reasonable regulations of the City contained in any agreement
with, or notice to, the Bond Regstrar.
Transfer of a Global Certificate may, at the direction and expense of the City, be
subject to other restricrions if required to qualify the Globai Certificates as being "in registered
1618661v2
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1 form" within the meaning of Section 149(a) of the federal Intemal 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 shall be so exchanged.
S 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 Registrar shall
7 authenticate, insert the date of registration (as provided in paragraph 11) o� and deliver, in the
8 name of the designated transferee or transferees, one or more new Replacement Bonds of any
9 authorized denominarion or denominations of a like aggregate principal amount, having the same
10 stated maturity 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 snnilar designation.
12 At the oprion 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 registration of, and deliver the Replacement Bonds which the
18 Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
19 Global Certificates of smaller denoruinations.
20 All Bonds surrendered upon any exchange or transfer provided for in this
21 resolution shali be promptly cancelled by the Bond Registrar 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 enritled to the same benefits under
25 this resolution, as the Bonds surrendered for such exchange or transfer.
26 Every Bond presented or sunendered for transfer or �change shall be duly
27 endorsed or be accompanied by a written inshvment of transfer, in form satisfactory 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 chazge 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 wlrich pemut the
35 Bond Registrar to close its transfer books between record dates and payment dates.
36 13. Ri¢,hts Unon Transfer or Exchange. Each Bond delivered upon transfer of
37 or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
38 unpaid, and to accrue, which were cartied by such other Bond.
1618661�2 i(�
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14. Interest Payment: Record Date. Interest on any Glohai 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 regstration books of the City maintained by the Bond
Regishar, and in each case at the address appearing thereon at the close of business on the
fifteenth (15th) day of the calendar month preceding such Interest Payment Date (the "Regular
Record Date"). Any such interest not so timely paid shall cease to be payable to the person who
is the Hoider thereof as of the Regular Record Date, and shall be payable to the person who is the
Holder thereof at the close of business on a date (the "Special Record Date") fiYed by the Bond
Registrar whenever money becomes available for payment of the defaulted interest. Notice of
the Special Record Date shall be given by the Bond Registrar to the Hoiders not less than ten
(10) days prior to the Special Record Date.
15. Holders; Treahnent of Re2istered Owner• Consent of Holders.
A. Por the purposes of all actions, consents and other matters affecting Holders of the
Bonds, other than payments, redemptions, and purchases, the City may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person
in whose name the Bond is registered. For that purpose, the City may ascertain the identity of
the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion
deems appropriate, including but not ]united to a certificate from the person in whose name the
Bond is registered identifying such beneficial owner.
21 B. The City and Bond Registraz 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 ar not such Bond shall be overdue, and
25 neither the Ciry nor the Bond Registrar shall be affected by notice to the contrary.
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C. Any consent, request, direcrion, approval, objecfion or other inskument to be
signed and executed by the Holders may be in any number of concurrent writings of sunilaz tenar
and must be signed or executed by such Holders in person or by agent appointed in writing.
Proof of the execurion of any such consent, request, direction, approval, objecrion or other
instrnuient or of the writing appointing any such agent and of the ownership of Bonds, if made in
the following manner, shall be sufficient for any of the purposes of this resolution, and shall be
conclusive in favor of the City with regatd to any acrion 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 jurisdicfion that the person signing such writing
37 acla�owledged befare him or her the execution thereof, or by an affidavit of any witness
38 to such execution.
39 (2) Subject to the provisions of subparagraph (A) above, the fact of the
40 ownership by any person of Bonds and the amounts and numbers of such Bonds, and the
41 date of the holding of the same, may be proved by reference to the bond register.
i6is66i�2 20
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1 16. Deliverv: Application of Proceeds. The Global Certificates when so
2 prepared and executed shall be delivered by the Director, Office of Financial Services, to the
3 Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
4 proper application thereof.
5 17. Fund and Account. There aze hereby created a special account to be
6 designated the "Refunding AccounP', to be admiuistered and maintained by the City Treasurer as
7 a bookkeeping account sepazate and apart from all other accounts maintained in the official
8 financial records of the City. There has been heretofore created and established the General Debt
9 Service Fund (numbered 960, herein the "Fund"). The Fund and Refunding Account shali each
10 be maintained in the manner herein specified until all of the Bonds and the interest thereon have
11 been fully paid.
12 (i) Refundin� Account. To the Refunding Account there shall be
13 credited the proceeds of the sale of the Bonds, less accrued interest received
14 thereon. From the Refunding Account there shall be paid a11 costs and expenses
15 of issuing the Bonds, and other proceeds shall be used in paying the principal of
16 the Refunded Bonds and the interest thereon upon their redemption on April 15,
17 2004. The moneys in the Refunding Account shall be used solely for the
18 purposes herein set forth and for no other purpose. Any excess in the Refunding
19 Account a$er the payment of the Refunded Bonds and the costs of issuing the
20 Bonds shall be deposited in the Fund.
21 (ii) Fund. There is hereby pledged and there shall be credited to the
22 Fund, to a special sinking fund account which is hereby created and established
23 therein for the payment of the Bonds: (a) all accrued interest received upon
24 delivery of the Bonds; (b) any collecrions of all taxes which are herein levied for
25 the payment of the Bonds and interest thereon as provided in paragraph 18; (c) all
26 funds remaining in the Refunding Account after completion of the Refunding and
27 payment of the costs thereof; (d) amounts remaining on April 16, 2004, in the
28 debt service account established far the Refunded Bonds, and all receipts after
29 April 16, 2004, of taYes levied for the payment of the Refunded Bonds; (e) ali
30 investment eanvugs on moneys held in said speciai account in the Fund; and (f�
31 any and all other moneys which are properly a�ailable and are appropriated by the
32 governing body of the City to said special account in the Fund.
33 Said special account created in the Fund shall be used solely to pay the principal and
34 interest and any premiums for redemption of the Bonds and any other bonds of the City
35 heretofore or hereafter issued by the City and made payable from said special account in the
36 Fund as provided by law, or to pay any rebate due to the United States. No portion of the
37 proceeds of the Bonds shall be used directly or indirectly to acquire lugher yielding investments
38 or to replace funds which were used directly or indirectly to acquire higher yielding invesrinents,
39 except (1) for a reasonable temporary period until such proceeds are needed for the purpose far
40 which the Bonds were issued, and (2) in addition to the above in an amount not greater than
41 $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the
1618661v2 2 j
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1 Refunding Account or said special account in the Fund (or any other City account which will be
2 used to pay principal or interest to become due on the bonds payable therefrom) in excess of
3 amounts which under then-applicable federal arbitrage regulations may be invested without
4 regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions
5 nnposed by said arbitrage rea lations on such investments after taking into account any
6 applicable "temporary periods" or "minor portion" made available under the federal arbitrage
7 regularions. In addition, the proceeds of the Bonds and money in the Refunding Account or
8 Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the
9 United States or any agency or instrumentality thereof if and to the extent that such investment
10 would cause the Bonds to be "federaliy guazanteed" within the meaning of Section 149(b) of the
11 federal Tnternal Revenue Code of 1986, as amended (the "Code").
12 18. TaY Levy; Covera�e Test. To provide moneys for payment of the
13 principal and interest on the Bonds there is hereby levied upon all of the tasable property in the
14 City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with
15 and as part of other general property t�es in the City for the years and in the amounts as
16 follows:
Year of Tas
Lew
Year of Ta�c
Collection
Amount
2003*
2004
2004*
2005
17
18 � heretofore levied or provided from other availabie City funds
$1,799,228*
1,754,288
19 The t� levies are such that if collected in full they, together with estimated
20 collections of any other revenues herein pledged for the payment of the Bonds, will produce at
21 least five percent (5%) in excess of the amount needed to meet when due the principal and
22 interest payments on the Bonds. The tax levies sha11 be irrepealable so long as any of the Bonds
23 are outstanding and unpaid, provided that the City reserves the right and power to reduce the
24 levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61,
25 Subdivision 3.
26 19. General Obligation P1edQe. For the prompt and full payment of the
27 principal and interest on the Bonds, as the same respectively become due, the full faith, credit
28 and taxing powers of the City shall be and are hereby inevocably pledged. If the balance in the
29 Fund (as defined in paragraph 17 hereo fl Is ever insufficient to pa}� a11 principal and interest then
30 due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
31 of the City which are available for such purpose, including the general fund of the City, and such
32 other funds may be reimbursed with or without interest from the Fund when a sufficient balance
33 is a�ailable therein.
34 20. Refunded Bonds; Security. Until retirement of the Refunded Bonds, a11
35 provisions heretofore made for the security thereof shall be observed by the City and all of its
36 officers and agents.
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1 21. Redemption of Refunded Bonds. The Refunded Bonds shall be redeemed
2 and prepaid on April 15, 2004, all in accordance with the terms and conditions set forth in the
3 Norice of Call for Redemption altached hereto as E�ibit B, which terms and condirions are
4 hereby approved and incorporated herein by reference. A Notice of Call for Redemption in
5 substantially such form shall be given to the Bond Registrar for the Refunded Bonds, who shall
6 maii nofice of redemption of the Refunded Bonds not less than tlurty (30) days prior to the
7 redemption date.
� 22. Certificate of Reeistrafion. The D'uector, Office of Financial Services, is
9 hereby directed to file a certified copy of this resolution with the officer of Ramsey County,
10 Minnesota, perfoiiuiug the funcrions of the county auditor (the "County Auditor"), together with
11 such other information as the County Auditor shall require, and to obtain tUe County Auditor's
12 certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the
13 tax levy required by law has been made.
14 23. Records and Certificates. The officers of the City are hereby authorized
1 S and d'uected to prepare and fiunish to the Purchaser, and to the attorneys approving the legality
16 of the issuance of the Bonds, certified copies of all proceedings and records of the City relating
17 to the Bonds and to the financial condition and affairs of the City, and such other affidavits,
18 certificates and information as are required Lo show the facts relaring to the legality and
19 marketability of the Bonds as the same appear from the books and records under their custody
20 and control or as otherwise l�town to them, and all such certified copies, certificates and
21 affidavits, including any heretofore furnished, shall be deemed representarions of the City as to
22 the facts recited therein.
23 24. Neearive Covenants as to Use ofProceeds and 1996 Improvements. The
24 City hereby covenants not to use the proceeds of the Bonds or to use the improvements financed
25 by the Refunded Bonds (the "1996 Improvements"), or to cause or permit them to be used, or to
26 enter into any deferred payment arrangements for the cost of the 1996 Improvements, in such a
27 manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103
28 and 141 thtough 150 of the Code. The City reasonably expects that no actions will be taken over
29 the term of the Bonds that would cause them to be private acrivity bonds, and the average term of
30 the Bonds is ttot longer than reasonably necessary for the governmental purpose of the issue.
31 The City hereby covenants not to use the proceeds of the Bonds in such a manner as to cause the
32 Bonds to be "hedge bonds" within the meaning of Section 149(g) ofthe Code.
33 25. Tax-Exempt Status of the Bonds: Rebate: Elections. The City shall
34 comply with requirements necessary under the Code to establish and maintain the exclusion from
35 gross income under Section 103 of the Code of the interest on the Bonds, including without
36 limitation requirements relating to temporary periods for investments, limitations on amounts
37 invested at a yield greater than the yield on the Bonds, and the rebate of excess inveshnent
38 earnings to the United States.
39 If any elections aze available now or hereafter with respect to azbitrage or rebate
40 matters relating to the Bonds, the Mayor, Clerk, Treasurer and D'uector, Office of Financial
41 Services, or any of them, aze hereby authorized and directed to make such elections as they deem
1618661dL 23
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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.
3 26. No Desienation of Oualified Tax-Exempt Obli ations. The Bonds,
4 together with other obligations issued by the City in 2004, exceed in amount those which may be
5 qualified as"qualified tax-exempt obligarions" within the meaning of Secrion 265(b)(3) of the
6 Code, and hence are not designated for such purpose.
7 27. Letter of Renresentarions. The Letter of Representations for the Bonds is
8 hereby confumed to be the Blanket Issuer Letter of Representations dated Apri110, 1996, by the
9 City and received and accepted by The Depository Trust Company. So long as The Depository
10 Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
11 City shall comply with the provisions of the Letter of Representations, as it may be amended or
12 supplemented by the City from time to rime with the agreement or consent of The Depository
13 Trust Company.
14 28. Neeotiated Sale. The City has retained Springsted Incorporated as an
15 independent financial advisor, and the City has heretofore deternuned, and hereby determines, to
16 sell the Bonds by private negotiation, all as provided by Minnesota Statutes, Secrion 475.60,
17 Subdivision 2(9).
18 29. Confinuing Disclosure. The City is an obligated person with respect to the
19 Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
20 promuigated by the Securifies and Exchange Commission (the "Commission") pursuant to the
21 Securiries Exchange Act of 1934, as amended, and a Continuing Disclosure Undertalflng (the
22 "Undertaking") hereinafter described, to:
23 A. Provide or cause to be provided to each nationally recognized municipal
24 securities information repository ("NRMSItt") and to the zppropriate state information
25 depository ("SID"), if any, for the State of Minuesota, in each case as designated by the
26 Commission in accordance with the Rule, certaiu annual financial information and
27 operating data in accordance with the Undertakiug, The City reserves the right to modify
28 from time to time the terms of the Undertaking as provided therein.
29 B. Provide or cause to be provided, in a timely manner, to (i) each NRM5IR
30 or to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, nofice of
31 the occurrence of certain material events with respect to the Bonds in accordance with the
32 Undertaking.
33 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
34 or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual
35 finaneial information with respect to the City described in the Undertaking.
36 The City agrees that its covenants pursuant to the Rule set forth in this paragraph
37 29 aud in the Undertaking aze intended to be for the benefit of the Holders of the Bonds and shall
38 be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
39 these covenants shall be limited to a right to obtain specific enforcement of the City's obligarions
40 under the covenants.
i6ia6ei� 24
�{-a��
1 The Mayor and Director, Office of Financial5ervices, or any other officers of the
2 City authorized to act in thelr stead (the "Officers"), are hereby authorized and directed to
3 execute on behalf of the City the Undertaking in substantially the form presented to the City
4 Council, subject to such modificarions thereof or additions thereto as aze (i) consistent with the
5 requirements under the Rule, (ii) required by the Purchaser, and (rii) acceptable to the Officers.
6 30. Severabilitv. If any section, pazagaph or provision of this resolution
7 shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of
8 such section, paragraph or provision sha11 not affect any of the remaining provisions of this
9 resolution.
10 3 L Aeadines. Headings in this resolurion aze included for convenience of
11 reference only and are not a part hereof, and shall not limit or define the meaning of any
12 provision hereof.
Adopted by Council: Date /�R rGG� l o� a QO�-
Adoption Certified by Council Secretary
Requested b De rtment o�
By:
Form Approved b City Attomey �
By: �i�$�i_ . LC✓.�16
1618661v2 25
�/- a88'
NOTICE OF CALL FOR REDEMPTION
� ..��: :.
$3,295,000 OF Tf� GENERAL OBLIGATION
CAPITAL IMPROVEMENT BONDS, SERIES 1996A
CTTY OF SAINT PAUL
RAMSEY COLTNTY
MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Saint Paul,
Ramsey County, Minnesota, there have been called for redemption and prepayment on
Apri115, 2004,
outstanding bonds of the City designated as General Obligation Capital Improvement Bonds,
Series 1996A, bearing a date of original issue of April 1, 1996, having stated maturity dates in
the yeazs set forth below, bearing interest at the rates per annum set forth below for such maturity
years, bearing the CU5IP numbers set forth below for such maturity years and totaling
$3,295,000 in principal amount:
Maturity
Yeaz
2005
2006
Principal
Amount
Interest
Rate
CUSIP
Number
$1,625,000
1,670,000
4.80%
4.90
792880 K88
792880 K96
The entire outstanding amount of the issue mafiiing after 2004 is being called. The bonds aze
being called at a price of par plus accrued interest to April 15, 2004, on which date ail interest on
said bonds will cease to accrue. Holders of the bonds hereby called for redemption aze requested
to present their bonds for payment at the office of the Treasurer of the City of Saint Paul, in Saint
Paul, Minnesota, on or before April 15, 2004.
Dated
BY ORDER OF THE CITY COUNCIL
City Clerk
Additional information
may be obtained from:
�Il.�
1499959V2 B-1
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Gr� Sh� t� ��
DepartmenHoffiee/council: Date Initiated: �
FS Froaac;at serv;«s
CoMact Person & Phone:
Tadd Huriey
266E837
muai ce OII
�annna-oa
25-PEB-04
�/
Assign
Number
For
Routing
Order
Green Sheet NO: 3012419
0 an 'a
1 " ancial S rvi e artne t Direc[or
z a �c � e�;
3 Attorn
4 r' � rI
5 oanci � �� •�
6 k e �
Total # of Signature Pages _(Clip All Locations for Signature)
This resolution accepts the winaing proposal and awards the bid fox the $3,345,000 G.O. Capihl Improvement Refunding Bonds, Series
2004D. Tiils is a competitive bond sale and the awazd is going to the bidder found most advantageous (Iowest cost) to the City,
Recommendatlons: Approve (A) or
Planning Commission
CIB Committee
Civil SeNce Commission
1. Has this personlfirm ever worked under a contract for this departrnent?
Yes No
2. Has this person/firm ever been a city employee?
Yes No
3. Does this person/firm possess a skill not normally possessed by any
current ciry empioyee?
Yes No
Explain ail yes answers on separate sheet and attach to green sheet
INtiating Problem, Issues, Opportunity (Who, What, Whe�, Where, Why):
The bonds aze for the purpose of refunding the 1996A G.O. Capital Improvement Bonds.
Advantages If Approved:
Financing will be available for the CIB refunding.
DisadvaMages If Approved:
None.
Disadvantages If Not Approved:
Funds needed for CIB refunding will not be available.
i otai qmount ot 3345000
Trensaction:
Fundin57 Source:
Cos}lRevenue Budgeted: y
Activity Number.
Financial Infortnation:
(E�cplain)
o�-as$
WHEREAS, the City has determined to adjust the principal amount by a
$ increase/decrease:
j\ NOW, TT�REFORE, BE TT RESOLVED by the Council of the City of Saint
4 l�ul, Mimiesota, as follows:
6 (the "�rc
7 Bonds, S`@
8 Terms of ]
9 the Bonds
10
11
12
13
14
determined
1. Acceptance of Pro�osal. The proposal of
;r") to purchase $3,345,000 General Obligarion Capital Improvement Refunding
2004D, of the City (the "Bonds", or individually a"Bond"), in accordance with the
�osal for the bond sale, at the rates of interest set forth hereinafter, and to pay for
sum of $ , plus interest accrued to settlement, is hereby found,
declared to be the most favorable proposal received and is hereby accepted for
Bonds in the p' ipal amount of $ for a purchase price of $ , and the
Bonds aze hereby warded to the Purchaser. The Director, Office of Financial Services, or his
designee, is directe o retain the deposit of the Purchaser and to forthwith return to the others
making proposals the' ood faith checks or drafts.
15
16
17
18
19
20
21
22
;23
2. Tit1�,; Original Tssue Date• Denominations• Maturities. The Bonds shall be
titled "General Obligation ital Improvement Refunding Bonds, Series 2004D", shall be dated
March 1, 2004, as the date of 'ginal issue and shall be issued forthwith on or after such date as
fully registered bonds. The Bon shall be numbered from R-1 upward Global Certificates shall
each be in the denomination of the rire principal amount mahxring on a single date, or, if a
portion of said principal amount is pr aid, said principal amount less the prepayment.
Replacement Bonds, if issued as provid in paragraph 6, shali be in the denomination of $5,000
each or in any integral mulriple thereof o single mariarity. The Bonds shall mature on March 1
in the years and amounts as follows:
Year
2005
2006
24
25
26
27
28
29
30
31
32
The above schedule represents an increa
amounts of $ in 2005 and $ in
from the proposed maturity
3. Puruose; Finding. The Bonds shall provi funds for a current refunding
(the "Refunding") of the Refunded Bonds. The total cost of the R ding, which shall include
all costs enumerated in Minnesota Statutes, Section 475.65, is estima to be at least equal to
the amount of the Bonds. It is hereby found, deternvned and declared
pursuant to Minnesota Statutes, Sec6on 475.67, and is necessary or de
debt service cost to the City.
the Refunding is
�le for the reduction of
33 4. Interest. The Bonds shall bear interest payable semiannc
34 and September 1 of each year (each, an"Interest Payment Date"), commencing
35 2004, calculated on the basis of a 360-day year of twelve 30-day months, at the
36 per annum set forth opposite the maturity years as follows:
Amount
$1,680,000
, 1,665,000
on March 1
ember l,
e�,tive rates
1618661v2
o�-as S
Maturitv Year
2005
2006
2
C!
9
10
11
12
13
14
15
16
17
Interest Rate
%
5. Descrivtion of the Global Certificates and Global Book-Entry Svstem.
Upon heir original issuance the Bonds will be issued in the form of a singie Giobal Certificate
for eacYc�maturity, deposited with the Depository or its agent by the Purchaser and immobilized
as provid m paragraph 6. No beneficial owners of interests in the Bonds wili receive
certificates resenting their respecrive interests in the Bonds except as provided in pazagraph 6.
Except as so p�OVided, during the term of the Bonds, beneficial ownersiup (and subsequent
transfers of benef�cial ownership) of interests in the Global Certi$cates will be reflected by book
entries made on the.�ecords of the Depository and its Participants and other banks, brokers, and
dealers participating i the National5ystem. The Depository's book entries of beneficial
ownership interests are thonzed to be in increments of $5,000 of principal of the Bonds, but
not smaller increments, de ite the larger authorized denominarions of the Global Ceztificates.
Payment of principal of, pr um, if any, and interest on the Global Ceztificates will be made to
the Bond Registrar as paying ent, and in turn by the Bond Registraz to the Depository or its
nominee as registered owner of Global Certificates, and the Depository according to the laws
and rules governing it will receive�id forward payments on behalf of the beneficial owners of
the Global Certificates. �
18 Payment of principal of, premiu
19 City's discrefion be made by such other
20 Holder of a Global Certificate.
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
any, and interest on a Global Certificate may in the
od of transferring funds as may be requested by the
6. Immobilization of Global C`artificates bv the De�ositorv' Successar
D ository: Replacement Bonds. Pursuant to the re est of the Purchaser to the Depository,
which request is required by the Terms of Froposal, ' ediately upon the original delivery of
the Bonds the Purchaser will deposit the Global Certifica s representing all of the Bonds with
the Depository ar its agent. The Global Certificates shall b' typewritten form ar otherwise as
acceptable to the Depository, shall be registered in the name o the Depository or its nominee
and shall be held 'unmobilized from circulation at the offices of e Depository or its agent on
behalFof the Purchaser and subsequent bondowners. The Deposit or its nominee will be the
sole holder of recard of the Global Certificates and no investor or o party purchasing, selling
or otherwise transferring ownership of interests in any Bond is to recei , hold or deliver any
bond certificates so long as the Depository holds the Global Certificates �imobilized from
circulation, except as provided below in this paragraph and in paragraph 12�
Certificates evidencing the Bonds may not after their original delivery
exchanged except:
(i) Upon registration of transfer of ownership of a Global
provided in pazagraph 12,
37 (ii) To any successor of the Depository (or its nominee) or any sub;
38 depository (a "subs6tute depository") designated pursuant to clause (iii) of this
transferred or
as
1618661v2
oy-a��
prior to the Special Record Date. The grincipal of and premium, if any, and interest on this Bond
are payable in lawful money of the LTnited Stafes of America.
4 reu
5 'c
6 0
7 date
8 holi<
9 date
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
Date of Pavment Not Business Day. If the date for payment of the principal of,
un, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
bauking institutions in the City of New York, New York, or the city where the principal
of the Bond Registrar is located are authorized by law or executive order to close, then the
�r such payment shali be the next succeeding day which is not a Saturday, Sunday, legal
y or a day on wIuch such bankiug institutions aze authorized to close, and payment on such
ia�l haue the same force and effect as if made on the nominal date of payment.
� No Redemntion. The Bonds of this issue (the "Bonds") are not subject to
redemption�'�nd prepayment at the opfion of the Issuer prior to their maturity.
issuance• Pi ose• General Obli arion. This Bond is one of an issue in the total
principal amount f$3,345,000, all of tike date of original issue and tenor, except as to number,
maturity, interest rat� and denomination, which Bond has been issued pursuant to and in full
conformity with the nstiturion and laws of the State of Miuuesota, including particularly Laws
of Minnesota for 1971, hapter 773, as amended, and the Charter of the Issuer, and pursuant to a
resolufion adopted by the ity Council of the Issuer on March 10, 2004 (the "Resolution"), £or
the purpose of providing m ey to finance the current refunding of the City's General Obligation
Capital Improvexnent Bonds, eries 1996A. This Bond is payable out of the General Debt
Service Fund of the Issuer. TYu Bond constitutes a general obligarion of the Issuer, and to
provide moneys for the prompt full payment of its principal, premium, if any, and interest
when the same become due, the ful faith and credit and taxing powers of the Issuer haue been
and are hereby irrevocably pledged.
Denominations• Exchan '�• Resolution. The Bonds are issuable originally only as
Global Certificates in the denomination o e enrire principal axnount of the issue mahiruig on a
single date. Global Certificates are not exc ngeable for fully registered bonds of smaller
denominations except in exchange for Replac ent Bonds if then auailable. Replacement
Bonds, if made auailable as provided below, ar issuable solely as fully registered bonds in the
denominations of $5,000 and integral multiples eof of a single maturity and are exchangeable
for fully registered Bonds of other authorized deno ' ations in equal aggregate principal
amounts at the principal office of the Bond Registraz, ut only in the manner and subject to the
limitations provided in the Resoludon. Reference is h by made to the Resolution for a
description of the rights and duties of the Bond Registraz. Copies of the Resolurion are on file in
the principal office of the Bond Registrar.
35
36 that:
37
38
39
Replacement Bonds. Replacement Bonds may
(a) the Depository shall resign or discontinue its se�
only if the Issuer is unable to locate a substitute depository witY
following the resignation or determination of non-eligibility, or
by the Issuer in the event
for the Bonds, and
o (2) months
1618661v2
o�l- a�8
16. Delivery: Applicafion of Proceeds. The Global Certificates when so
2 prepared and executed shall be delivered by the Director, Office of Financial Services, to the
3 urchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
4 pr�per application thereof.
5 �, 17. Fund and Account. There aze hereby created a special account to be
6 designa`ted the "Refunding AccounY', to be adwivistered and maintained by the City Treasurer as
7 a bookkeeping account separate and apart from all othet accounts maintained in the official
8 financial ree�ords of the City. There has been heretofore created and established the General Debt
9 Service Fund�numbered 960, herein the "Fund"). The Fund and Refunding Account sha11 each
10 be maintained in the manner herein specified until all of the Bonds and the interest thereon ha�e
11 been fully paid. �
12 �(i) Refunding Account. To the Refunding Account there shall be
13 credite the proceeds of the sale of the Bonds, less accrued interest received
14 thereon, d less any amount paid for the Bonds in excess of $ . From
15 the Refun ' g Account there shall be pa3d all costs and expenses of issuing the
16 Bonds, and er proceeds shall be used in paying the principal of the Refunded
17 Bonds and the ' terest thereon upon their redemption on April 15, 2004. The
18 moneys in the R ding Account shall be used solely for the purposes herein set
19 forth and for no o er purpose. Any excess in the Refunding Account after the
20 payment of the Re ed Bonds and the costs of issuing the Bonds shall be
21 deposited in the Fund.
22 (ii) Fund. Ther is hereby pledged and there shall be credited to the
23 Fund, to a special sinking account which is hereby created and established
24 therein for the payment of the onds: (a) all accrued interest received upon
25 delivery of the Bonds; (b) all fun paid for the Bonds in excess of $
26 (c) any collecrions of all taxes wlu are herein levied for the payment of the
27 Bonds and interest thereon as provid in paragraph 18; (d) a11 funds remainiug in
28 the Refunding Account after complerio of the Refunding and payment of the
29 costs thereof; (e) amounts remaiiung on ri116, 2004, in the debt service
30 account established for the Refunded Bon and all receipts after April 16, 2004,
31 of taaces levied for the payment of the Refun Bonds; (� all inveshnent eamings
32 on moneys held in said special account in the d; and (g) any and all other
33 moneys which are properly a�ailable and are ap opriated by the governiug body
34 of the City to said special account in the Fund.
35 Said special account created in the Fund shall be used solely o pay the principal and
36 interest and any premiums for redemption of the Bonds and any other onds of the City
37 heretofore or hereafter issued by the City and made payable from said ecial account in the
38 Fund as provided by law, or to pay any rebate due to the United States. portion of the
39 proceeds ofthe Bonds shali be used directly or indirectlq to acquire higher 'elding investments
40 or to replace funds which were used directly or indirectly to acquire higher lding investments,
41 except (1) for a reasonable temporary period until such proceeds are needed fo the purpose for
42 which the Bonds were issued, and (2) in addirion to the above in an amount not eater than
43 $100,000. To this effect, any proceeds of the Bonds and any sums from time to f e held in the
1618661v2 2�
oy- a��
7
8
9
10
il
12
13
14
15
16
Refunding Account or said special account in the Fund (or any other City account which will be
used to pay principal or interest to become due on the bonds payable therefrom) in excess of
amounts which under then-applicable federal arbilrage regulations may be invested rvithout
egazd as to yield shall not be invested at a yield in excess of the applicable yield restrictions
osed by said arbitrage regulations on such inveshnents after taking into account any
app 'cable "temporary periods" or "minor portion" made available under the federal arbitrage
regul �ons. In addition, the proceeds of the Bonds and money in the Refunding Account or
Fund sh 1 not be invested in obligations or deposits issued by, guazanteed by or insured by the
United St es ar any agency or instrlunentality thereof if and to the extent that such investment
would cause e Bonds to be "federally guazanteed" within tlze meaning of Section 149(b) of the
federal Intern Revenue Code of 1986, as amended (the "Code").
18.\
principal and intere;
City a direct annual
and as part of other
follows:
Year of Taac
Levy
2003*
2004
Tax Levv: Coveraee Test. To provide moneys for payment of the
�n the Bonds there is hereby levied upon all of the ta�cable properry in the
l alorem ta�c which shall be spread upon the tax rolls and collected with
ne property taYes in the City for the years and in the amounts as
17
18 � heretofore levied or provided from other
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
Year of Taz
Collection
2004*
2005
City funds
Amount
The tas levies are such that if col cted in full they, together with estimated
collecfions of any other revenues herein pledged the payment of the Bonds, will produce at
least five percent (S%) %n excess of the amount nee d to meet when due the principal and
interest payments on the Bonds. The taY levies shall b irrepealable so long as any of the Bonds
aze outstanding and unpaid, provided that the City rese s the right and power to reduce the
levies in fhe manner and to the extent pernutted by Minne ota Statutes, Section 475.61,
Subdivision 3.
19. General Obli�ation P1edQe. For the pro t and full payment of the
principal and interest on the Bonds, as the same respectively bec e due, the full faith, credit
and taYing powers of the City sha11 be and are hereby irrevocably edged. If the balance in the
Fund (as defined in paragraph 17 hereo� is ever insufficient to pay principal and interest then
due on the Bonds payable therefrom, the deficiency shall be promptly aid out of any other funds
of the City which are available for such purpose, including the generat d of the City, and such
other funds may be reimbursed with or without interest from the Fund wh a sufficient balance
is available therein.
34 20. Refunded Bonds; Securitv. Until retirement o£the Re ed Bonds, all
35 provisions heretofore made for the security thereof shall be observed by the City d a11 of its
36 officers and agents.
1618661v2 22