05-203/7ir-i�D� %%o�� 9 �Ue�
RESOLUTION
OF SAINT PAUL, MINNESOTA
Presented By
Referred To
3/
Committee: Date
ACCEPTING BID ON SALE OF APPROXIMATELY
$5,155,000 TAXABLE GENERAL OBLIGATION TAX INCREMENT
REFUNDING BONDS, SERIES 2005C,
PROVIDING FOR THEIR ISSUANCE, AND PLEDGING
TAX INCREMENTS
FOR THE PAYMENT THEREOF
WElEREAS, the Director, Office of Financial Services, has presented proposals
received for the sale of approicimately $5,155,000 Tarable General Obiigation Tax Increment
Refunding Bonds, Series 2005C (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 10:00 A.M.,
Central Time, this same day; and
WHEREAS, the Director, Office of Financial Services, has advised this Councii
that the proposal of Q� ,�- Ja�rc; (✓t�. was found to be the most advantageous
and has recommended that said proposal e accepted; and
4VHEREAS, the City Council of the City has heretofare determined that it is
necessary and expedient to provide moneys for a current refunding of the outstanding bonds of
the Ta�cable General Obligation Tas Increment Bonds, Series 1995A, dated March 14, 1995, as
the date of original issue (the "Prior Bonds"), which are callable on March 1, 2005, and on any
day thereafter; and
WHEREAS, refunding the outstanding Prior Bonds maturing after March 1, 2005,
for payment on May 1, 2005, is consistent with covenants made with the hoiders thereof, and is
necessary and desirable for the reduction of debt service costs; and
WFIEREAS, the Prior Bonds were authorized by a resolution adopted on February
22, 1995 (the "Prior Bond Resolution"), and it is necessary and desirable to preserve for the
Bonds certain aspects of the business transacrion applicable to the Prior Bonds; and
Council File # D5 - an3
GreenSheet# 3025368
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WHEREAS, the Housing and Redevelopment Authority of the City of Saint Paul,
Mimiesota (the "Authority"), has established the Saint Paul Neighborhood Redevelopment
Project (the "Neighborhood Project Area"), and has established therein a tax increment financing
district as a redevelopment district under the ta�c increment act (the "Snelling-University Tax
Increment Finaucing District"), and a hazardous substauce subdistrict (wluch has previously
ternunated), all pursuant to the taY increment act and resolutions adopted by the Authority on
December 13, 1989, and October 26, 1994, taY increments from which are piedged to the
payment of fhe Prior Bonds, and are pledged hezein to the payment as weIl of the Bonds; and
WHEREAS, with respect to the Sneiling-University T� Tncrement Financing
District and the Prior Bonds the City and Authority have previously entered into a Pledge
Agreement dated as March 1, 1995 (the "Pledge Agreement"), in which the Authority has
designated the City as the party to receive all taac increments of the Snelling-University Tas
Increment Financing District, and will enter into a similar "Tax Inarement Pledge AgreemenY'
with respect to the Bonds; and
WHEREAS, there are currently outstanding two other obligations payable from
tax increments of the Snelling-University TaY Increment Financing District, being a FIIJD § 108
note and a pay-as-you-go note relating to the Barders Bookstore property, both of which are
being defeased from moneys on hand in connection with the issuance of the Bonds; and
WF3EREAS, the City has heretofore issued registered obligarions 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
WI3EREAS, the City has determined that significant sauings in transacrion costs
will resuit from issuing bonds in "global book-entry form", by which bonds are issued in
certificated form in lazge denominations, registered on the books of the City in the name of a
depository or its nominee, and held in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities ciearance and settlement system (the
"National System") registers transfers of ownership interests in the bonds by making
computerized book entries on its own books and distributes payxnents on the bonds to its
Participants shown on its books as the owners of such interests; and such Participants and other
banks, brokers and dealers participating in the National System wili do likewise (not as agents of
the City) if not the beneficial owners of the bonds; and
WFiEREAS, "Participants" means those financiai institutions for whom the
Depository effects book-enhy transfers and pledges of securities deposited and 'unmobiliaed with
the Depository; and
WI�EREAS, The Depository 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 heretofare 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
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WHEREAS, the City will deliver the Bonds in the form of one certificate per
maturity, each representing the entire principal amount of the Bonds due on a particular maturity
date (each a°Global Certificate"}, which single certificate per maturity may be transferred on the
City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
denominations unless the City detemunes to issue Replacement Bonds as provided below; and
WHEREAS, the City will be able to repiace tUe Depository or under certain
circumstances to abandon the "global book-entry form" by permitting the Global Certificates to
be exchanged for smaller denominarions 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 pazagraphs 6 and 12 hereof; and
WF�REAS, "Holder" as used herein means the person in whose name a Bond is
registered on the registration books of the City maintained by the City Treasurer or a successor
registrar appointed as provided in paragraph 8(the "Bond Registraz"); and
WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
"participating underrvriters" 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, Secfion 475.60, Subdivision 2(9),
public sale requirements do not apply to the Bonds if the Ciry retains an independent financiai
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 far the Bonds haue been solicited by Springsted
Incorporated pursuant to an Official Statement and Terms of Proposal therein; and
WHEREAS, in the Terms of Proposal relating to the Bonds the City reserved the
right to increase or decrease the issue size from the proposed $S,i55,00Q and to adjust the
purchase price so that the adjusted purchase price bears the same ratio to the adjusted principal as
the proposal bears to $S,1i5,000; and
WE�EREAS, the City has determined to adjust the principal amount from the
proposed $5,155,000 by a $25,000 reducfion:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
Paul, Minnesota, as follows:
1. Acceptance of Prouosal. The proposal of Piper 3affray Ina (the
"Purchaser") to purchase $5,155,000 Ta}cable General Obligation TaY Increment Refunding
Bonds, Series 2005C, of the City (the "Bonds", or individually a"Bond"}, ail in accordance with
the Terms of Proposal far the bond sale, at the rates of interest set forth hereinafter, and to pay
for the Bonds the sum of $5,141,892.15, 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 aggregate principal amount of $5,130,000 at a purchase price of $5,116,955.72, and
the Bonds are hereby awarded to the Purchaser. The Director, Office of Financial Services, or
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his designee, is directed to retain the deposit of the Purchaser and to forthwith retum to the others
making proppsals the"u good faith checks or drafts.
2. Title: OriQinal Issue Date; Denominadons• Maturities. The Bonds shall be in
the aggregate principal amount of $5,130,000, shall be titled "Taxable General Obligarion TaY
Increment Refunding Bonds, Series 2005C", sha11 be dated Mazch 15, 2005, as the date of original
issue and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be
numbered from R-i upward. Giobal Certificates shall each be in the denomination of the entire
principai amount maturing on a single date, or, if a portion of said principal amount is prepaicl, said
principal amount less the prepayment. Replacement Bonds, if issued as provided in paragraph 6, shall
be in the denominafion of $5,000 each or in any integral muitiple thereof of a single maturity. Unless
cailed for early redemption, the Bonds shall mature on March 1 in the years and amounts as follows:
Yeaz
2006
2007
2008
2009
2010
2011
Amount
$350,000
355,000
370,000
380,000
395,000
400,000
Year
2012
2013
2014
2015
2017
Amount
$ 420,000
450,000
470,000
490,000
1,050,000
The above maturity schedule differs from the amounts in the Terms of Proposal by $15,000 less
in 2011 and $10,0001ess in 2012.
3. Pumose; Findings. The Bonds shall provide funds for a current refunding
of all of the outstanding Prior Bonds maturing after 2005 (which callable Prior Bonds are herein
also referred to as the "Refunded Bonds"). The Prior Bonds were issued to finance the costs of
various public improvements and private unprovements (the "Improvements") constituting
public costs of redevelopment made with respect to the Neighborhood Proj ect Area. It is hereby
found, detemuned and declazed that this refunding 3s pursuaut to Minnesota Statutes, Section
475.67, and is necessary or desirable for the reduction of debt service costs.
4. Interest. The Bonds shall bear interest payable semiannually on March 1
and September 1 of each year (each, an"Interest Payment Date"), commencing September 1,
2005, 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 foliows:
Maturity Year
2006
2007
2008
2009
2010
2011
Interest Rate
3.600%
4.0�0
4.250
4.450
4.600
4.600
Maturitv Year
2012
2013
2014
2015
2017
Interest Rate
4.700%
4.&OQ
4.900
4.950
5.125
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5. Descrintion of the Giobal Certificates and Global Book-Enttv Svstem.
Upon their original issuance the Bonds will be issued in the form of a single Global Certificate for
each maturity, deposited with the Depository by the Purchaser and 'unmobilized as provided in
paragraph 6. No beneficial owners of interests in the Bonds will receive certificates representing
their respective interests in the Bonds except as provided in paragraph 6. Except as so provided,
during the term of the Bonds, beneficial ownership (and subsequent transfers of beneficial
ownership) of interests in the Global Certificates will be reflected by book entries made on the
records of the Depository and its Participants and other banks, brokers, and dealers participating in
the National System. The Depository's book entries of beneficial ownership interests are
authori2ed to be in increments of $5,000 ofprincipal 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 Regisuar as
paying agent, and in hun by the Bond Registrar to the Depository or its nominee as registered
owner of the Global Certificates, and the Depository according to the laws and rules governing it
will receive and forward payments on behalf of the beneficial owners of the Global Certificates.
Payment of principal of, premium, if any, and interest on a Global Certificate may
in the City's discrefion be made by such other method of transferring funds as may be requested
by the Holder of a Global Certificate.
6. Immobilization of Globai Certificates bv the Depositorv Successor
Depositorv; Replacement Bonds. Pursuant to the request of the Purc3�aser to the Depository,
which request is required by the Terms of Proposal, immediately upon the original delivety of
the Bonds the Purchaser will deposit the Globai 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 circularion 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 provlded below in this paragraph and in paragraph 12.
Certificates evidencing the Bonds may not after their original delivery be
transferred or exchanged except:
(i) Upon registration of transfer of ownership of a Global Certificate, as
provided in pazagraph 12,
(ii) To any successor of the Depository (or its nominee) ar any substitute
depository (a "substitute depository") designated pursuant to clause (iii) of this
subpazagraph, provided that any successor of the Depository ar any substitute depository
must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
agency" as provided in Section 17A ofthe Securities Exchange Act af 1934, as amended,
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(iii) To a substitute depository designaxed by and acceptable to the City upon
(a) the determination by the Depository that the Bonds shall no ]onger be eligible for its
depository services or (b) a determination by the Ciry that the Depository is no longer
able to cany out ats functions, provided that any substitute depository must be qualified to
act as such, as provided in ciause (ii) of this subparagraph, or
(iv) To those persons to whom transfer is requested in written hansfer
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 determinarion of non-eligibility, or
(b) upon a determination by the City in its sole discretion that (1) the
continuation of the book-entry system described herein, which precludes the
issuance of certificates (other than Global Certificates) to any Holder other than
the Depasitory (or its nominee), might adversely affect the interest of the
beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial
owners of the Bonds that they be able to obtain certificated bonds,
in either of which events the City shall notify Hoiders of its determination and of the
availability of certificates (the "Replacement Bonds") to Holders requesting the same and
the registration, transfer and exchange of such Bonds will be conducted as provided in
paragraphs 9B and 12 hereof.
In the event of a succession of the Depository as may be authorized by this
paragraph, the Bond Registrar upon presentation of G1oba1 Certificates shall zegister their
transfer to the substitute or successor depository, and the substitute or successor depository shail
be treated as the Depository for all purposes and functions under this resolution. The Letter of
Representations shali not apply to a substitute or successor depository unless the City and the
substitute or successor depository so agree, and a similar agreement may be entered into.
Redemntion.
(a) Optional Redemnrion. AIl Bonds maturing after March 1, 2414, shall be subject
to redemption and prepayment at the option of the City on such date and on any day thereafter at
a price of par plus accrued interest. Redempfion may be in whole or in part of the Bonds subject
to prepayment. If redempfion is in part, those Bonds remanung unpaid may be prepaid in such
order of maturity and in such amount per maturity as the City shall determine (treating amounts
scheduled for mandatory redemption as maturities); and if only part of the Bonds having a
common maturity date are calied for prepayment, the Global Certificates may be prepaid in
$5,000 increments of principai and, if applicable, the specific Replacement Bonds to be prepaid
shall be chosen by lot by the Bond Registrar.
(b) Scheduled Mandatory Rede�tion. Term Bonds maturing in the year 2017 are
subject to redemption and prepayment on March 1, 2016, at a price of par plus accrued interest,
without premium, in the amount set forth below:
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Year Amount
2016 $515,000
2017 535,000 (Maturity)
(c) Due Date. 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.
(d) Notafion on Global Certificate. Upon a reduc6on in the aggregate principal
amount of a Global Certificate, the Holder may make a notation of such redemption on the panel
provided on the Global Certificate stating the amount so redeemed, or may reriun the Global
Certificate to the Bond Registraz in exchange for a new Global Certificate authenticated by the
Bond Registrar, in proper principal amount. Snch notation, if made by the Holder, shall be for
reference only, and may not be relied upon by any other person as being in any way
determinative of the principal amount of such Global Cerkificate outstanding, unless the Bond
Registrar has signed the appropriate column of the panel.
(e) Selection of Renlacement 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 distinctive number for
each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shali then
select by lot, using such method of selection as it shall deem proper in its discretion, from the
numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 far 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 $5,090 shall be redeemed as shall equal
$5,000 for each number assigned to it and so selected.
(fl Partial Redemption ofReplacement Bonds. If a Replacement Bond is to be
redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written insmzment of transfer in form satisfactory to the City and Bond
Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in
writing) and the City sha11 execute (if necessary) and the Bond Registraz shall authenticate and
deliver to the Holder of such Replacement Bond, without szrvice charge, a new Replacement
Bond or Bonds of the same series having the same stated maturity and interest rate and of any
authorized denomination or denominations, as requested by such Holder, in ag�egate principai
amount equal to and in exchange for the unredeemed portion of the principai of the Bond so
surrendered.
(g) Request far Redemption. The Bond Registrar shall call Bonds for redemption and
payment as herein provided upon receipt by the Bond Registrar at least foriy-five (45} days prior
to the redemption date of a request of the City, in written form if the Bond Registrar is other than
a City officer. Such request shail specify the principai amount of Bonds to be called for
redemption and the redemption date.
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(h) Notice. Mailed notice of redemption shall be given to the paying agent (if other
than a City officer) and to each affected Holder. If and when the City sha11 call any of the Bonds
£or redemption 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 Registrar. Nofice of redemprion 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 $onds to be
redeemed, at the address appearing in the Bond Register. All notices of redemption shall state:
(a) The redemption date;
(b) The redemption price;
(c) If less than ali outstanding Bonds are to be redeemed, the idenfification
(and, in the case of partial redemption, the respective principal aanounts) of the Bonds to
be redeemed;
(d) That on the redemption date, the redempfion price will become due and
payable upon each snch Bond, and that interest thereon sha11 cease to accrue &om and after
said date; and
(e} The piace where such Bonds are to be surrendered for payment of the
redemption price (which shall be the office of the Bond Registrar).
(i) 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 sach
notice to the Depository on the business day next preceding the date of mailing of such notice to
all other Holders.
8. Bond Re 'gistrar. U.S. Bank National Association is appointed to act as
bond registraz and transfer agent with respect to the Bonds (the "Bond Registraz"), and shall do so
unless and untii a successor Bond Registraz is duly appointed. A successor Bond Registrar shall
be an officer of the City or a bank or hust company eligible for designation as bond registrar
pursuant to Minnesota Statutes, Chapter 475, and may be appointed pursuant to any contract the
City and such successor Bond Registrar shall execute which is consistent herewith. The Bond
Registrar shall also serve as paying agent unless and unril a successor paying agent is duly
appointed. Principal and interest on the Bonds shall be paid to the Holders (or record holders} of
the Bonds in the manner set forth in the forms of Bond and paragraph 14 of this resolution.
9. Forms of Bond. The Bonds shall be in the form of Global Certificates
unless and until Replacement Bonds are made available as provided in paragraph 6. Each form of
bond may contain such addi6onal or different terms and provisions as to the form of payment,
record date, notices and other matters as are consistent with the Letter of Representations and
approved by the City Attorney.
A. Global Certificates. The Global Certificates, together with the Certificate
of Registration, the Register of Partial Payments, the form of Assignment and the registration
informarion thereon, shall be in substantially the following form and may be typewritten rather
than printed:
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�
$
TAXABLE GENERAL OBLIGATION TAX INCREMENT
REFUI3DING BOND, SERIES 2005C
INTEREST
RATE
REGISTERED OWNER:
PRINC]PAL AMOUNT:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
MA7'I TRITI'
DATE
DATE OF
ORIG7NAL ISSUE
CUSIP
March 1,
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of SaSnt Paul,
Ramsey County, Mn�nesota (the "Issuer" or "City"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above or on the certificate of
registration below, or registered assigns, in the manner hereinafter set forth, the principal amount
specified above, on the maturity date specified above, unless called for earlier redemption, and to
pay interest thereon semiannually on Mazch 1 and September 1 of each year (each, an"Interest
Payment Date"), commencing September 1, 2005, at the rate per annum specified above
(calculated on the basis of a 360-day year of twelve 30-day months) until the principal suxn is
paid or has been provided for. This Bond wiil bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid, from the date oF
original issue hereof. The principal of and premium, if any, on this Bond are payable in same-
day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal
office of in Minnesota (the "Bond
Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer;
provided, however, that upon a partiai redemption of this Bond which results in the stated
amount hereof being reduced, the Holder may in its discretion be paid without presentafion of
this Bond, which payment sha11 be received no later than 230 pm., Eastem time, and may make
a notation on the panel provided herein of such redemption, stating the amount so redeemed, or
may return the Bond to the Bond Registrar in exchange for a new Bond in the proper principal
amount. Such notafion, if made by the Holder, shall be for reference only, and may not be relied
upon by any other person as being in any way determinative of the principal amount of this Bond
outstanding, unless the Bond Registrar has signed the appropriate column of the panel. Interest
on this Bond will be paid on each Interest Payment Date in same-day funds by 230 p.m., Eastern
time, to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the
registration books of the Issuer maintained by the Bond Registrar and at the address appearing
thereon at the close of business on the fifteenth day of the calendar month preceding such
Interest Payment 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
March 15, 2005
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received by the Holder no later than 230 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
timely paid shall cease to be payabie to the person who is the Holder hereof as of the Regulaz
Record Date, and shall be payable to tite person who is the Holder hereof at the close of business
on a date (the "Special Record Date") fuced by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the Special Record Date shall be given
to Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, aud interest on ttris Bond aze payable in lawful money of the United States of
America.
Date of Pavment Not Business Da,y., If the date for payment of the principal of,
premium, if any, or interest on this Bond shall be a Saturday, 5unday, legal holiday or a day on
wluch bauldng institutions in the City ofNew York, New York, or the city where the principal
office of the Bond Registrar is located aze 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, 5unday, legal
holiday or a day on which such banking institutions are authorized to close, and payment on such
date shall have the same force and effect as if made on the nominal date of payment,
Ontional Redemption. All Bonds of this issue (the "Bonds") maturing after
March 1, 2014, aze subject to redemption and prepayment at the option of the Issuer on such date
and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or
in part of the Bonds subject to prepayxnent. 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 (treating aznounts scheduled for mandatory redemprion as maturities); and if only
part of the Bonds having a common maturity date are called for prepayment, this Bond may be
prepaid in $5,000 increments of principai.
Scheduled Mandatory Redemption. The Bonds maturing in the year 2017 sha11 be
redeemed and prepaid on March 1, 2016, at a price of par plus accrued interest, without
premium, in the amount set forth below:
Year Amount
2016 $S15,OQ0
2017 535,000
Due Date. Bonds or portions thereof called for redemption shall be due and payable
on the redemption date, and interest thereon shall cease to accrue from and after the redemption date.
Notice of Redemption. Mailed notice of redemption shall be given to the paying
agent (if ather than a Ciry officer} and to each affected Holder of the Bonds. 7n the event any of the
Bonds are called for redemption, written notice thereof will be given by first class mail mailed not
less than thirty (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In
connection with any such notice, the "CUSIP" numbers assigned to the Bonds shall be used.
Renlacement or Notation of Bonds after Partial Redemntion. Upon a partial
redemption of this Bond which results in the stated asnount hereof being reduced, the Holder may in
its discretion make a notarion on the panel provided herein of such redemption, stating the amount so
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redeemed. Such notation, if made by the Holder, shall be for reference oniy, and may not be relied
upon by any other person as being in any way determinative of the principal amount of the Bond
outstanding, unless the Bond Registrar has signed the appropriate column of the panel. Otherwise,
the Hoider may surrender tUis Bond to the Bond Registrar (with, if the Issuer or Bond Registrar so
requires, a written insisument of transfer in form satisfactory to the Issuer and Bond Registraz duly
executed by the Hoider thereof or his, her or its attorney duly authorized in writing} and the Issuer
shall execute (if necessary) and the Bond Registrar shall autUenticate and deliver to the Holder of
such Bond, without service charge, a new Bond of the same series having the same stated maturity
and interest rate and of the authorized denomination in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered_
Issuance; Puroose; General Oblieation. This Bond is one of an issue in the total
principal amount of $5,130,000, all of like date of oziginal issue aud tenor, except as to number,
maturity, interest rate, denomination and redemption privilege, which Bond has been issued pursuant
to and in fuli confornuty with tbe Constitution and laws of the State of Minnesota, including
particulazly Minnesota Statutes, Section 475.67, and the Charter of the Issuer, and pursuant to a
resolution adopted by the City Council of the Issuer on March 9, 2405 (the "Resolution"), for the
purpose of providing funds for a current refunding of the City's Taacable General Obligation Tas ,
Increment Bonds, Series 1995A. This Bond is payable out of a separate debt service account in the
City's General Debt Service Fund, to which have been pledged taac increments received from a
portion of the Snelling-University T� Increment Financing District in the City. This Bond
consritutes a general obligarion 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 fuli faith and credit and
tasing powers of the Issuer have been and are hereby irrevocably pledged.
Denominations; Exchanee; Resolution. The Bonds are issuable orignally only as
Global Certificates in the denomination of the entire principal amount of the issue maturing on a
single date, or, if a portion of said principal amount is prepaid, said principal amount less the
prepayxnent. Global Certificates are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partiai prepayment or in exchange for Replacement Bonds if
then auailable. Replacement Bonds, if made available as provided below, are issuable solely as
fully registered bonds in the denominations of $5,000 and integral multiples thereof of a singie
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principai 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 descripfion of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registraz.
Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event
that:
(a) the Depository sha11 resign ar discontinue its services for the
Bonds, and only if the Issuer is unabie to locate a substitute depository within two
(2) months following the resignation or determination of non-eligihility, or
(b) upon a determinafion by the Issuer in its sole discretion that (1) the
continuation of the book-enhy system described in the Resolurion, which precludes
»a�2s��z 11
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the issuance of certificates (other than Global Certificates) to any Holder other than
the Depository (or its nominee), might adversely affect the interest of the beneficial
owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of
the Bonds that they be able to obtain certificated bonds.
Transfer. This Bond shall be registered in the name of the payee on the books of
ffie Issuer by presenting this Bond for registration to the Bond Registrar, who wiil endorse his,
her or its natne and note the date of registration opposite the name of the payee in the certificate
of registrafion attached hereto. Thereafter this Bond may be iransferred by delivery with an
assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
Bond Registrar may treat the Holder as the person exciusively enfitled to exercise a11 the rights
and powers of an owner until this Bond is presented with such assignment for registrarion of
transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
and effective, and until such transfer is registered on said books and noted hereon by the Bond
Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with, or notice to, the Bond Registraz.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registraz may treat the
person in whose name this Bond is registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided with respect to the Recard Date) and
for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the
Bond Registrar shall be affected by norice to the contrary.
Authentica6on. This Bond shall not be valid or become obligatory for any
purpose or be entitled to any security unless the Certificate of Autt�enticarion hereon shali haue
been executed by the Bond Registrar.
Not Oualified Taz�-Exemnt Oblieations. The Bonds have not been designated by
the Issuer as"qualified tax-�empt obligations" for purposes of Section 265(b)(3) of the federal
Intemal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
Interest Ta�cable. The Issuer intends the interest on the Bonds to be subject to
tasation as income far United States income taac purposes and for State of Minnesota income ta7c
purposes.
IT IS FiEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
done, have happened and have been performed, in regular and due form, time and manner as
required by law, and this Bond, together with a11 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.
t�atzs��2 12
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IN WITNESS WFIEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
its City Council has caused this Bond to be executed on its behalf by the photocopied facsinaile
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.
Date of Registrarion:
BOND REGISTRAR'S
CERTIFICATE OF AUTHENTICATION
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Re�gistrable hy:
Payable at:
CTTY OF SAINT PAUL,
RAMSEY COLINTY, NfINNESOTA
Mayor
Attest:
Bond Registrar
Authorized Signahu-e
City Clerk
Countersigaed:
Director, Office of Financial
Services
Taxable General Obiigation Ta�c Increment Refunding Bond, Series 2005C, No. R-
naiza��z 13
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CERTIFICA"I'E OF REGISTRATION
The transfer of ownership of the prineipal amount of the attached Bond may be made only by the
registered owner or his, her or 3ts legai representative last noted below.
DATE OF
REGISTRATION
SIGNATURE OF
BOND REGISTRAR
i�aizs��z 14
�s a�3
REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
Signature of Signature of
Date Amount Bondholder Bond Re �istrar
If a notation is made on tlus register, such notation has the effect stated in the attached Bond.
Partial payments do not require the presentation of the attached $ond to the Bond Registrar, and
a Holder couid fail to note the partial payment here.
t�aizs�vz 15
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ABBREVIATIONS
'I'he following abbreviations, when used in the inscription on the face of tlus
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
JT TEN - as j oint tenants with right of survivorship
and not as tenants in common
UTtvTA - as custodian for
(Cust)
under the
(State)
(Minor)
Uniform Transfers to Minors Act
Addirional abbreviarions may also be used
though not in the above list.
»aiza��2 16
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ASSIGNMENT
For value received, the undersigned hereby sells, assi�s and transfers unto
the attached
Bond and does hereby urevocably constitute and appoint
attomey to transfer the Bond on the books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
Nofice: The assignor's signature to this assignment must correspond
with the name as it appeazs upon the face of the attached Bond
in every particulaz, without alterarion or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantar
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the informafion
conceming the transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the
Bond is held by joint account.)
�7a�za��z 17
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B. Reniacement Bonds. If the City has notified Holders that Repiacement
Bonds I�ave been made available as provided in paragraph 6, then for every Bond thereafter
transferred or exchanged (including an exchange to reflect the partial prepayment of a Global
Certificate not previously exchanged for Replacement Bonds} the Bond Registraz shall deliver a
certificate in the fozm of the Repiacement Bond rather than the Globai Certificate, but the Holder
of a Global Certificate shall not othetwise be required to exchange the Global Certificate for one
or more Replacement Bonds since the City reco�ni�es that some beneficial owners may prefer
the convenience of the Depository's registered ownership of the Bonds even though the entire
issue is no longer required to be in global book-entry form. The Replacement Bonds, together
with the Bond Registraz's Certificate of Authentication, the form of Assignment and the
registrarion information thereon, shall be in substantially the following form, with paragaphs
identical to those of the form of Global Certificate stated by heading or nutial text only:
�
i�aiaa��z 18
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LJNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
�
TAXABLE GBNERAL OBLIGATION TAX INCREMENT
REFUNDING BOND, SERTES 2005C
$
INTEREST MATURITY DATE OF
RATE DA"IB ORIGINAL ISSUE CUSIl'
March 15, 2005
REGISTERED OWNER:
PRINCII'AL AMOiINT:
l�Z�I7171��:�.9
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above, or registered assigns, in the
manner hereinafter set forth, the principal amount specified above, on the maturity date specified
above, unless calied for earlier redemption, and to pay interest thereon semiannually on March 1
and 5eptember 1 of each year (each, an "Interest Payment Date"}, commencing September 1,
2005, 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 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 PaymenC Date by check or draft mailed to the
person in whose name Yhis Bond is registered (the "Holder" or "Bondholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month preceding such Interest Payment
Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to
the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the
person who is the Holder hereof at the ciose of business on a date (the "Special Record Date")
fixed by the Bond Registrar whenever money becomes available for payrnent of the defaulted
interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days
prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond
aze payable in lawful money of the United States of America.
REFERENCE IS HEREBY MAI7E TO THE PIJRTHER P120VISIONS OF
TAIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SFIALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS TF SET FORTH HERE.
t�aizs��z 19
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IT IS HEREBY CERTIFIED AND RECITED ....
IN WITNESS Wf�REOF, the City of Saint Paul, Ramsey County, Minnesota, by
its City Council has caused this Bond to be sealed with its official seal or a facsimile thereof and
to be executed on its behalf by the original or facsimile signature of its Mayor, attested by the
original or facsimile signature of its Clerk, and countersigned by the original or facsimile
signature of its Director, Office of Financial Services.
Date of Registration:
BOND REGISTRAR.'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar
Authorized Signature
(SEAL)
Registrable by:
Payable at: _
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Cierk
Countersigned:
Director, Office of Financial
Services
�7at2s��2 20
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ON REVERSE OF BOND
Date of Pavment Not Business Day.
Onfional Redemrotion. All Bonds of this issue (the "Bonds") maturiug after
March l, 2014, are subject to redemption and prepayment at the option of the Issuer on such date
and on any day thereafter at a price of paz plus accrued interest. Redemprion may be in whole or
in part ofthe Bonds subject to prepayment. Ifredemption is in part, those Bonds remaining
unpaid may be prepaid in such order of xnahuity and in such aanount per mahuity as the City
shail determiue; and if only part of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
Scheduled Mandatorv Redemption.
Due Date.
Notice of Redemption.
Seleotion of Bonds for Redemption. To effect a partial redemption of Bonds
hauing a common maturity date, the Bond Registrar shall assign to each Bond having a common
maturlty date a disfinctive number for each $5,000 of the principai amount of such Bond. The
Bond Registraz shall then select by lot, using such method of selection as it shali deem proper in
its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equai the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigied numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equai $5,000 far each number assigned to it and so selected. If a
Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written insh of transfer in form satisfactory to the
Issuer and Bond Registrar duly executed by the Hoider thereof or his, her or its attorney duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
authenricate 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 principai of the Bond so surrendered.
Issuance: Purpose; General Obli�ation.
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
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 fale in the principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by his, her or its
attomey duly authorized in writing at the principal office of the Bond Registrar upon
t�atza��z 21
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presentation and surrender hereof to the Bond Registrar, all subj ect to the terms and conditions
provided in the Resolution and to reasonable regulations of the Issuer contained in any
agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the
Bond Registrar shall authenticate and deliver, in exchange for tlus Bond, one or more new fuliy
registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or
similaz designation), of an authorized denomination or denominations, in aggregate principal
amount ec}ual to the principal amount of this Bond, of the same mahuiry aud bearing interest at
the same rate.
Fees upon Transfer or Loss.
Treahnent of Registered Owner.
Authentication
Not Oualified Tas-Exempt Obli at� ions.
Interest Taxabie.
ABBREVIATIONS
i�aiza�vz 22
D� da3
asszc�rrr
For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrewcably constitute and appoint attomey to
transfer the Bond on the books kept for the registration thereof, with full power of substitution in
the premises.
Notice: The assignor's signature to tYus assignment must conespond
with the name as it appears upon the face of the within Bond in
every particulaz, without aiteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guazantor
Itistitution" as defined in 17 CBR 240.17Ad-15(a)(2).
The Bond Registraz wi11 not effect iransfer of this Bond uniess 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.)
t�aizs��z 23
c�5-ab 3
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; prov%ded, 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 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 officez. In case any such officer whose
signature or facsimile of whose signature shall appeaz on the Bonds shall cease to be such officer
before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he or sbe had remained in office unlil delivery.
11. Authentica6on: Date of Re�istrafion. No Bond shall be valid or obligatory
for any purpose ar be entitied to any securiry or benefit under this resolurion unless a Certificate
of Authenticarion on such Bond, substantially in the form hereinabove set forth, shall have been
duly executed by an authorized representafive of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same person. The Bond Registrar
sha11 authenficate the signatures of officers of the City on each Bond by execution of the
Certificate of Authentication on the Bond and by inserting as the date of registration in the space
provided the date on which the Bond is authenticated. For purposes of delivering the original
Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the
date of original issue, which date is March 15, 2005. The Certificate of Authentication so
executed on each Bond shall be conciusive evidence that it has been authenticated and delivered
under this resolution.
12. Reeistrafion; Transfer: Exchange. The City wi11 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
registrafion of Bonds and the registration of transfers of Bonds enritled to be registered ar
transferred as herein provided.
A Global Certificate shall be registered in the name of the payee on the books of
the Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar,
who will endorse his or her name and note the date of registration opposite the naxne of the payee
in the certificate of registration on the Global Certificate. Thereafter a Global Certificate may be
transfezred by delivery with an assigmnent duly executed by the Aolder or his, her or its legal
representative, and the City and Bond Registraz may ireat 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 assigmnent is genuine and effective, and unfil such transfer is registered
on said books and noted thereon by the Bond Registrar, ail 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 Registrar.
If a Global Certificate is to be exchanged for one or mare Replacement Bonds, all
of the principal amount of the Global Certificate shall be so exchanged.
»a�zs��z 24
6�- aO3
Upon surrender for ttansfer of any Replacement Bond at the principal office of
the Bond Registraz, the City sha11 execute (if necessary}, and the Bond Registrar shall
authenticate, insert the date of registration (as provided in paragraph 11) of, and deliver, in the
name of the designated transferee or transferees, one or more new Replacement Bonds of any
authoriaed denomination or denoxninations of a like aggregate principal amount, having the same
stated maturity and interest rate, as requested by the transferor•, provided, however, that no bond
may be registered in blank or in the name of "bearer" or similar designafion.
At the option of ihe Holder of a Replacement Bond, Replacement Bonds may be
exchanged for Replacement Bonds of any authorized denomivarion or denominarions of a like
aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are
so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall
authenticate, insert the date of registration of, and deliver the Replacement Bonds which the
Holder making the exchauge is entitied to receive. Global Certificates may not be exchanged for
Global Certificates of smailer denominarions.
Ali Bonds surrendered upon any exchange or transfer pzovided for in ttris
resolurion sha11 be promptly cancelled by the Bond Registrar and thereafter disposed of as
directed by the City.
A11 Bonds delivered in exchange for or upon transfer of $onds sha11 be valid
general obligations of the City evidencing the same debt, and entitied to the same benefits under
this resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly
endorsed ar be accompanied by a written instnunent of transfer, in form satisfactory to the Bond
Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in
writing.
The Bond Registrar may require payment of a sum sufficient ta cover any tax or
other governmental charge payabie in connection with the transfer or exchange of any Bond and
any legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in
any a�eement with, or nofice to, the Bond Registrar, including regulations which pexmit the
Bond Registrar to close its transfer books between record dates and payment dates.
13. Ri ts Upon Transfer or Exchange. Each Bond delivered upon transfer of
or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued snd
unpaid, and to accrue, which were carried by such other Bond.
14. Interest Pavment; Record Date. Interest on any Global Certificate shail 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 °Hoider") on the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at the close of business on the
fifteenth (15th) day of the calendar month preceding such Interest Payment Date (the "Regular
i�ai2s 25
C`75-aa3
Record Date'�. Any such interest not so timely paid shall cease to be payable to the person who
is the Holder thereof as of the Regular Record Date, and shail be payable to the person who is the
Holder theteof at the close ofbusiness on a date (the "Special Record Date") fixed by the Bond
Registrar whenever money becomes available for payment of the defaulted interest. Notice of
the Special Record Date shall be �ven by the Bond Registrar to the Holders not less than ten
(10) days prior to the Special Record Date.
15. Holders; Treatment of Reastered Owner: Consent of Holders.
(A) For the purposes of ail 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 Aolder 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 Rea strar in its sole discrerion
deems appropriate, including but not limited to a certificate from the person in whose name the
Bond is registered identifying such beneficial owner.
(B) The City and Bond Registrar may treat the person in whose name any Bond is
registered as the owner of such Bond for the purpose of receiving payment of principal of and
premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such
Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and
neither the City nor the Bond Registrar shall be affected by notice to the contrary.
(C) Any consent, request, direction, approval, objection or other inshlunent to be
signed and executed by the Holders may be in any number of concurrent writings of similar tenor
and must be signed or executed by such Holders in person or by agent appointed in rvriting.
Proof of the �ecution of any such consent, request, direction, approval, objecrion ar other
instrument or of the wriring 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 regard to any action taken by it under such request or other
instrument, namely:
(1) The fact and date of the execurion by any person of any such writing may
be proved by the certificate of any officer in any jurisdicrion who by law has power to
take acknowledgnents within such jurisdiction that the person signing such writing
aclrnowledged before him the execution thereo£ 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.
16. Deliverv: Application of Proceeds; Proceeds of Prior Bonds. 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. After the Prior Bonds are redeemed, any
unexpended proceeds of the sale of the Priar Bonds shall be held by or at the direction of the
»aizs��z 26
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I�2A, shall be espended for the purposes for which the Prior Bonds were issued, and a8er the
costs of ffie Impravements financed thereby have all heen paid any excess shall be paid to the
City for deposit in the Debt Service Account.
17. Fund and Accounts. There is created hereby a special fund of the City
designated the "Series 2005C Bond Fund" (the "Fund") in the City's General Debt Service Fund
(numhered 960), to be held and administered by the Director, Qffice of Financial Services,
separate and apart from all other accounts of the City. For the convenience and proper
aciministration of the moneys to be borrowed and repaid on the Bonds, and to make adequate and
speci&c security to the Purchaser and holders from time to time of the Bonds, there are hereby
created in the Fund the accounis provided below, to be administered and maintained as
bookkeeping accounts in the Fund separate and apart from all other accounts maintained therein.
The Fund shall be maintained in the manner herein specified until a11 of the Prior Bonds have
been paid and unfil all of the Bonds and the interest thereon haue been fuliy paid. There shall be
maintained in the Fund two (2) separate accounts, to be designated the "2005 Refunding
AccounP' and "Debt Service Account", respectively.
(i) 2005 Refundinp Account. Al] proceeds of the sale of the Bonds other than
amounts representing accrued interest shall be deposited in the 2005 Refunding Account
and (1) used in paying the Refunded Bonds upon their redemption on May 1, 2005, and
(2) used to pay costs of issuing the Bonds. The moneys in the 2005 Refixnding Account
shall be used solely for the purposes herein set forth and for no other purpose. Any
excess in the 2005 Refunding Account after the payment of the Refunded Bonds and the
costs of issuing the Bonds shall be deposited in the Debt Service Account.
(ii) Debt Service Account. To the Debt Service Account there is hereby
pledged and irrevocably appropriated and there shall be credited: (1) all accrued interest
on the Bonds; (2) that portion of the tax increments derived from the Snelling-University
Tas Increment Financing District which is derived from the Phase I Midway Marketplace
Development described in Exhibit A to the Prior Bond Resolution, provided that ta��
increments in excess of amounts necessary to pay the principal of and interest on the
Bonds may be used othenuise as provided by law; (3) Shortfall Payments (as defined in
the Prior Bond Resolution) and any other Basic Payments (as defined in the Prior Bond
Resolution) which would have been required by paragraph 20 of the Prior Bond
Resolution to be deposited in the "Bond Fund" established by the Prior Bond Resolution;
(4) all other sums that would have been required by the Prior Bond Resolution to be
deposited in the "Bond Fund" established by the Prior Bond Resolution; (5) any
collections of all tases hereafter levied for the payment of the Bonds and interest thereon;
(6) any amounts transferred from the 2005 Refunding Account; (7) all invesiment
earnings on funds in the Debt Service Account; and (8) any and ail other moneys which
are properly available and are appropriated by the governing body of the City to the Debt
Service Account. The amount of any surplus remaining in the Debt Service Account
when the Bonds and interest thereon are paid shall be used consistent with Minnesota
Statutes, Secfion 475.61, Subdivision 4.
The moneys in the Debt Service Account shall be used solely to pay the principal
and interest and any premiums for redemption of the Bonds and any other bonds of the City
»a�za��z 27
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hereafter issued by the City and made payable from the Debt Service Account as provided by
law.
18. Piedge of Tax Increments; Coverage Test. The tax increments derived
from the portion of the Snelling-University Tas Increment Financing Disirict which is the Phase
I Midway Marketplace Development described in E�ibit A to the Prior Bond Resolution are
hereby pledged to the payment of the Bonds and the interest thereon, but solely to the extent
required to meet, with other piedged sources, one hundred five percent (105%) of the principal
and interest requirements of the Bonds.
The tax increments aze such that if coliected in fu11 they, together with estimated
collections of investment eanui�gs and other revenues herein pledged for the payment of the
Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when due
the principal and interest payments on the Bonds.
Annually at the times talces are required to be levied the City shail estimate the
sufficiency of the Debt Service Account. In the event that it is anricipated that the aggregate
amount in (or to be timely received in) the Debt Service Account will not be sufficient to pay
principai of and interest on the Bonds to become dae in the next eighteen (18} months, the City
shall levy an ad valorem ta�c in such amount as is estnnated, with other sources, to be necessary
to pay the principal of, and interest on, the Bonds to become due during such period.
19. Taac Increments; Tas Tncrement Pledge Agreement. The County Auditor
has certified the original ta�c capacity of real properiy within the Snelling-University Tas
Increment Financing District. Under the provisions of Minnesota Statutes, Section 469177, the
County Treasurer will remit to the Authority as ta:c increment that portion of the taxes paid each
year on real property in the Snelling-University Tax lncrement Financing District which
represents the taxes on captured tas capacity (being ta�t capacity of the,property less said original
taY capaciry). Tax increments not required to pay the principal of and interest on the Bonds may
be used for any proper purpose.
Prior to issuance of the Bonds, the City and Authority shall enter into an
agreement (the "Taac Increment Pledge Agreement") under the terms of which the taac increments
derived from the Snelling-University Tax Increment Financing District shall be paid directly to
the City and a portion thereof pledged to the payment of the Bonds and interest thereon. The
estimated collection of such tax increments exceeds twenty percent (20%) of the principal and
interest to become due on the Bonds within the meaning of Minnesota Statutes, Section 475.58.
T� increments of the Snelling-University Taai Increment Financing District may
be pledged to other purposes by the Authority. The priority of such pledges may be superior,
subardinate, or on a parity with the pledge made in this resolurion, such priority to be determined
at the time thereof. A superior or parity pledge of tax increments shall only be made with the
consent of the City, but a subord'mate pledge may be made without the consent of the City.
Notwithstanding any provision herein to the contrary, the City reserves the right
to terminate or reduce the tax increments herein pledged to the payment of the $onds and interest
thereon to the extent and in the manner permitted by law so long as such action does not preclude
t141287v2 2$
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the City from paying when due the debt service on the Bonds or othenvise unpair the City's full
faith and credit piedge.
20. General ObliQation Pledge. 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 taYing powers of the City shall be and are hereby irrevocabiy pledged. If the balance in the
Debt Service Accaunt 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 such other funds may
be reimbursed with or without interest from the Debt Service Account when a sufficient balance
is available therein.
21. Other Redemntion Monevs. To the extent that the proceeds of the Bonds
are not sufficient to pay the redempfion price of the Prior Bonds, said redemption price shall be
paid from moneys in the "Bond Fund" established for the Prior Bonds.
22. Refunded Bonds; Securitv. Until retiremeni of the Refunded Bonds, all
provisions heretofare made for the security thereof shall be observed by the City and Authority
and all of their officers and agents.
23. Redempuon of Refunded Bonds. The Refunded Bonds shall be redeemed
and prepaid on May 1, 2005, all in accordance wath the terms and conditions set forth in the
Notice of Call for Redemption attached hereto as Exhibit B, which tenms and condirions are
hereby approved and incorporated herein by reference. A Notice of Call for Redemption in
substantially such form shall be given to the Bond Registrar for the Prior Bonds, who shall mail
notice of redemption of the Prior Bonds not less than thirty (3Q) days prior to the redemption
date.
2A. Certificate of Registrarion. 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 funcrions of the county auditor (the "County Auditor"), together with
such other information as the County Auditor shall require, and to obtain the County Autlitor's
certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the
TaY Increment Pledge Agreement has been filed vrith the County Auditor.
25. Recards and Certificates. The officers of the City are hereby authorized
and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality
of the issuance of the Bonds, certified capies of all proceedings and records of the City rela6ng
to the Bonds and to the financial condition and affairs of the City, and such other affidauiCs,
certificates and informarion 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 la�own to them, and all such certified copies, certificates and
affidauits, including any heretofore fiunished, shall be deemed representations of the City as to
the facts recited therein.
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26. No Designation of Oualified T�-Exempt ObliQations. The Bonds are
taicable and cannot be qualified as"qualified taY-exempt obligations" within the meaning of
Section 265(b)(3) of the Code, and hence are not designated for such purpose.
27. Letter of Representatlons. The Letter of Representations for the Bonds is
hereby confirtued to be the Blanket Issuer Letter of Representations dated Aprill 0, 1996, by the
City and received and accepted by'I'he Depository Trust Company. So long as'The Depository
Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
City shall comply with the provisions of the Letter of Representations, as it may be amended or
supplemented by the City from time to time with the agreement or consent of The Depository
Trust Company.
28. N�e otiated Sale. The Ciry has retained Springsted Incorporated as an
independent financial advisor, and the City has heretofore determined, and hereby determines, to
se11 the Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60,
Subdivision 2(9).
29. Continuin� Disclosure. The City is an obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
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
"iTndertalflnb') hereinafter described, to:
A. Provide or cause to be provided to each narionally recognized municipal
securifies information repository ("NRMSIlt") and to the appropriate state information
depository ("SID"), if any, for the State of Minnesota, in eacta 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 rime to time the
tertns of the Undertaking as provided therein.
B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the Municipal Securities Rulemaking Boaxd ("MSRB") and (ia) the SID, nofice of the
occurrence of certain material events with respect to the Bonds in accordance with the
Undertaking.
C. Provide or cause to be provided, in a fimely manner, to O each NRMSII2
or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial
information with respect to the City described in the Undertalang.
The City agrees that its covenants pursuant to the Rule set forth in this paragraph
29 and in the Undertaking are intended to be for the benefit of the Holders of the Bonds and sha11
be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
these covenants shall be lunited to a right to obtain specific enforcement of the City's obligations
under the covenants.
The Mayor and Director, Office of Financial Services, or any other officers of the
City authorized to act in their stead (the "Officers"), are hereby authorized and directed to
execute on behalf of the City the Undertaking in substanrially the form ptesented to the City
i7a�za��z 30
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Council, subject to such modifications thereof or additions thereto as are (i) consistent with the
requirements under the Rule, (ii} required by the Purchaser, and (rii} acceptable to the Officers.
30. Incorporation of Provisions of the Prior Bond Resolution. The Prior Bond
Resolution set forth in detail the integration of security feahues provided by the Developers (as
defined in the Prior Bond Resolution) with respect to the Prior Bonds. Rather than restating such
provisions in this resolution, they shall be incorporated herein by reference (as provided below)
and as incorporated herein shall apply to the Bonds rathez than the Prior Bonds.
The foilowing provisions of the Prior Bond Resolution are incorQorated herein by
reference, and as incorporated references to "the Bonds" shall be to the Bands rather than to the
Prior Bonds:
i. Paragraph 3(B), Rules of Constzuction.
2. Paragraph 20, Basic Payments, except parts 20(2}{B) relating to the
Reserve Fund and 20(7) relating to Subdistrict Ta�c Increments.
30A. 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, pazagraph or provision sha11 not affect any of the remaining provisions of tlus
resolution.
»aizs��z 31
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31. Headines. Headings in this resolurion are inciuded for convenience of
reference only and are not a part hereof, and shall not lunit or define the meaning of any
provision hereof.
Adopted by Coundl: Date �v'z'.P� �, oZ.�Os
Adoption Certified by Council
APproved by f�aYc� j�ate �- � 1 �
Requested by Departrnent of:
����
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174I287v2 32
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E�ibit A - Proposals
E�ibit B - Notice of Call for Redemption
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NOTICE OF CALL FOR REDEMPTION
$5,005,000 OF TI� TAXABLE GENERAL
OBLIC�ATION TAX INCREMENT
BONDS, SERIES 1995A
CI'TY OF SAII�iT PAUL
RAMSEF COUNTY
MIIVNESOTA
NOTICE IS HEREBY GIVEN that by arder of the City Council of the City of
Saint Paul, Ramsey County, Minnesota, there have been called for redemption and prepayment
on
May 1, 2005,
outstanding bonds of the City designated as Taxable General Obiigafion Taac Increment Bonds,
Series 1995A, bearing a date of originai issue of March 14, 1995, having stated maturity dates in
the years set forth below, bearing interest at the rates per annum set forth below for such maturity
years, bearing the CLTSIP numbers set forth below for such maturity years and totaling
$5,005,000 in principal amount:
Maturity
Yeaz
200b
2007
2008
2009
2010
2017
Principal
Amount
$ 255,000
275,000
300,000
325,000
355,000
3,495,000
Interest
Rate
8.1D%
8.10
8.15
$.20
8.20
8.45
CUSIP
Number
702880J23
702880J31
702880 J56
702880 364
702880 J72
702880 749
The entire outstanding amount of the issue maturing after 2005 is being called. The bonds are
being called at a price of par pius accrued interest to May 1, 2005, on which date all interest on
said bonds will cease to accrue. Holders of the bonds hereby cailed far redemption are requested
to present their bonds for payment at the principal office of U.S. Bank National Associarion in
Saint Paul, Minnesota, on or before May i, 2005.
��atzs7oa
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� Green Sfieet Green Sheet Green Sheet Green Sheet Greea Sheet Green Sheet �
�,.a,.,,2,.�,.,....�,��....,..,. . .,a.� .....a.�...
F S -��,�.,;� Z�E� Green Sheet NO: 3025368
, , Cor�trct Person & Phone:
Todd Hurley
2668837
Must Be on Council pgenda by (Datey:
.. ., 09-MAR-05
ContractType:
AR RESELfRION W/$ 7RANSACiION
. � DepaNnent SentTo Person InitiaVDaM
0 a ' 1
Psstgn 1 a' De t ir r
Number 2 • • � e
For - G{'j/L
RouBng 3 tt°r°e _tff-�-
Ordef 4 or' e o t
5 g ¢
6 e 1 rk
Total # of Signature Pages _(Cf'�p N{ LocaBons for Sigrcature)
This resolution accepts the winning proposal and awazds the bid for the $5,155,000 Taxable G.O. TaY Increment Refunding Bonds,
Series 2005C, providing for theu issuance, and pledging tax increments and certain recepits for the payment thereof.
or
Service CoMracfs MustMswerfhe
Planning Commission �. Has tMs persoNfirm e.er worked under a contract for tMs department?
CiB Committee Yes No
Crvfi Senice Commission 2. Has this persoNfirm e�.er been a city employee? '
Yes No
3. Does this pers�/firtn possess a skill not namalty possessed by arry
' current city employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet
Initiafing Problem, �ssues, Opportunity iWho, What, When, Where, Wfiy): �
The bonds are for the purpose of a current refunding of the outstanding boads of the Taxable G.O. Ta�c Increment Bonds, Series 1995A,
dated March 14,1995, which aze callable on March 1, 2005.
Advanfa9� 1�Approved: �
Financing will be available for refuuding the callable bonds.
Disadvantages IFApproved:
None.
Disadvantaqes 4E Not Approved:
Funds needed for refunding will not be available.
rota+nmountos $5,155,000
Transaction:
Funding Source:
Financial Information:
(Explainj
CosURevenue Budgeted: �'
Activ'tty Number.
Febniary 24, 2005 9;46 RM
Page 1
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