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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 1741287v2 as- ao3 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 »a�zs��z 2 o�-ao3 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 i�aizs��z ���0� 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 t7atzs�vz 4 os-ao3 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, 1741289v2 Os-ao3 (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: i�a�zs��z ( ds-ao3 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. t�atzs��z � 05 �.0 3 (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: i7aizs�r�z j�s� ao3 � $ 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 naiza�� as-ao3 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 � �aias��z 10 t�-aa 3 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 �5-aa3 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 a5 aa3 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 t�5-d e 3 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 C�5-az�3 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 �s-aa3 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 C�5 ao3 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 a�-aa3 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 t� 5-ao3 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 ds-ao3 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 ds-aa� 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 b5-aa3 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 a�-ao 3 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 $onds and interest thereon to the extent and in the manner permitted by law so long as such action does not preclude t141287v2 2$ � .• 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. t�atzs��z 29 d� ao3 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 a5-ao 3 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 o s-ao3 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: ���� ���/ 174I287v2 32 a�-ab3 � �r. � E�ibit A - Proposals E�ibit B - Notice of Call for Redemption »a�za��z b5-ac�� r�.:,�� 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 $.20 8.20 8.45 CUSIP Number 702880J23 702880J31 702880 J56 702880 364 702880 J72 702880 749 The entire outstanding amount of the issue maturing after 2005 is being called. The bonds are being called at a price of par pius accrued interest to May 1, 2005, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby cailed far redemption are requested to present their bonds for payment at the principal office of U.S. Bank National Associarion in Saint Paul, Minnesota, on or before May i, 2005. ��atzs7oa oS- aa3 � Green Sfieet Green Sheet Green Sheet Green Sheet Greea Sheet Green Sheet � �,.a,.,,2,.�,.,....�,��....,..,. . .,a.� .....a.�... F S -��,�.,;� Z�E� Green Sheet NO: 3025368 , , Cor�trct Person & Phone: Todd Hurley 2668837 Must Be on Council pgenda by (Datey: .. ., 09-MAR-05 ContractType: AR RESELfRION W/$ 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 � � y ..� fT�-�j�� � - , ! �:. � ����� r •