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Presented By
Referred
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� ��'J [O l�� I oZC70� CouncilFile# D � _ "�
GreenSheet# 3028250
RESOLUTION
Cl MINNESOTA
/�
Date
CTTY OF SAINT PAUL
MINNESOTA
REVISED GENERAL RESOLUTION
RELATING TO
RECREATIONAL FACILTI'IES GROSS REVENUE BONDS
Adopted: October 12, 2005
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TABLE OF CONTENTS
(Not a part of the Resolution, included for
convenience of reference only.)
Paee
ARTICLEI DEFINITIONS .......................�----.................-----............................................... 2
Section Section 1.01 ...............................•---....................................................... 2
ARTICLE II THE BONDS - IN GENERAI. PART A- THE BONDS - IN
GENERAL ..................................................................................................... 10
Section2.01 Forms of Bond ................................................................................... 10
Section 2.02 Redemption; Purchase ....................................................................... 10
Section 2.03 Bond Registrar ................................................................................... 11
Section 2.04 Execution and Delivery; Application of Proceeds ............................. 11
Section 2.05 Authentication; Date of Regisuation ................................................. 12
Section 2.06 Registration; Transfer; Exchange ...................................................... 12
Section 2.07 Rights Upon Transfer or Exchange .................................................... 13
Section 2.08 Interest Payment; Record Date; Principal Payment Date .................. 13
Section 2.09 Holders; Treatment of Registered Owner; Consent of Holders......... 14
Section 2.10 Supplemental Resolutions - Override ................................................ 14
Section 2.11 Description of the Global Certificates and Global Book-Entry
System ................................................................................................ 16
Section 212 Immobilization of Global Certificates by the Depository;
Successor Depository; Replacement Bonds ....................................... 16
Section 2.13 Redemption - Global Certificates ...................................................... 17
Section 2.14 Form of Bond - C�lobal Certificates ...................................................18
Section Z.15 Registration; Transfer; Exchange - Global Certificates ..................... 18
Section 2.16 Redemption - Non-Global Bonds ...................................................... 19
Section 2.17 Form of Bond - Non-Global Bonds ................................................... 19
Section 2.18 Registration; Transfer; Exchange - Non-Global Bond ...................... 19
Section 2.19 Variable Rate Bonds; Adjustable Rate Bonds ................................... 21
Section 2.20 Capital Appreciation Bonds ............................................................... 21
Section 2.21 Credit Facilities .................................................................................. 22
Section 2.22 Mandatory Purchase; Tender ............................................................. 22
Section 2.23 Interest Rate Swap Agreement ........................................................... 23
ARTICLE III THE SERIES 2005 BONDS ..............................................................
SecUOn 3A1 Delegation to Pricing Committee to Accept Offer; Purchase
Agreement..............................................................................
Section 3.02 The Series 2005 Bonds - General ..........................................
Section 3.03 Purpose; Findings ...................................................................
Section Interest ....................................................................................
Section 3.05 Redemption ............................................................................
Section 3.06 Deposits to Accounts; Disbursements ...................................
Section 3.07 I,etter of Representations; Other pocuments .........................
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Section 3.08
Section 3.09
Section 3.10
Section 3.11
Section 3.12
Section 3.13
Section 3.14
Section 3.15
Section 3.16
No Designation of Qualified Ta�-Exempt Obligations ..................... 26
Negotiated ................................�---......................................-----... 26
Continuing Disclosure ....................................................................... 26
Official Statement .............................................................................. 27
No Proceeds of Prior Bonds ............................................................... 27
Other Redemption Moneys ................................................................ 27
Prior Bonds; Security ......................................................................... 27
Redemption of Prior Bonds ............................................................... 27
Consideration of Appropriation to Restore Reserve Account ........... 27
ARTICLE IV FUNDS AND ACCOITNTS .......................................................................... 29
Section 4.01 Funds and Accounts ........................................................................... 29
Section 4.02 Project Account .................................................................................. 30
Section 4.03 Operation and Maintenance of Recreational Facilities System......... 31
Section 4.04 Bond Account .................................................................................... 32
Section 4.05 Reserve Account ................................................................................ 33
Section 4.06 Excess Earnings Account ................................................................... 35
Section 4.07 Insufficient Amounts ......................................................................... 35
Section 4.08 Other Account Provisions .................................................................. 35
Section 4.09 Investments ........................................................................................ 36
ARTICLE V COVENANTS ...........................................................................
Section 5.01 Covenants .......................................................................
Section 5.02 Taat Covenants ...............................................................
Section 5.03 Negative Covenant as to Use of Improvements .............
Section 5.04 TaY-Exempt Status of the Bonds; Rebate; Elections .....
Section 5.05 Covenant with Holders ..................................................
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26 ARTICLE VI ADDTI'IONAL BONDS; REFUNDING BONDS; OTHER
27 REVENUE OBLIGATIONS .........................................................................41
28 Section 6A1 Additionai Bonds; Other Revenue Obligations ................................. 41
29 Section 6.02 Refunding Bonds ............................................................................... 43
30 Section 6.03 Partial Parity; Other Sources .............................................................. 43
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ARTICLE VII OTHER PROVISIONS .........................................................
Section 7.01 Suit by Bondholders ..................................................
Section 7.02 Amendments .............................................................
Section 7.03 Dischazge ..................................................................
Section 7.04 Records and Certificates ...........................................
Section 7.05 Repeal of Prior General Resolution ..........................
Section 7.06 Severability ...............................................................
Section 7.07 Headangs ...................................................................
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2 A. WHEREAS, the City of Saint Paul, Minnesota (the "City"), has incurred and will
3 incur costs for its recreational facilities; and
4 B. WHEREAS, this Council has determiued that the capital costs of certain
5 recreational facilities should be financed in whole or part through the issuance of recreational
6 facIlities gross revenue bonds pursuant to the authority granted by the City's home rule charter
7 and by Minnesota Statutes, Chapter 475 and Section 471191 (the "Act"); and
8 C. WHEREAS, this Council finds, deternunes and declares that it is necessary and
9 expedient to issue recreational facilities gross revenue bonds and use the proceeds thereof to
10 provide moneys to refund certain prior bonds, to make improvements to the recreational
11 facilities, to establish a Reserve Account and to provide for the costs of the issuance of such
12 bonds: and
13 D. WHEREAS, such bonds (the "Recreational Facilities Gross Revenue Bonds" or
14 "Bonds") sha11 be payable solely from the Revenues (as defined herein) of the Recreational
15 Facilities System (as defined herein) and shall not be a general obligation of the City nor secured
16 by the City's full faith and credit; and
17 E. WHEREAS, there is currently outstanding $3,085,000 aggregate principal amount
18 of the City's $4,135,000 Recreational Facilities Gross Revenue Bonds, Series 1996D (the "Prior
19 Bonds"), dated September 1, 1996, as the date of original issue; and
20 F. WHEREAS, the Prior Bonds aze callable for redemption on any date from June 1,
21 2005, through May 31, 2006, at a price of 101% of the paz amount thereof plus accrued interest,
22 and refunding them for payment on or after November 7, 2005, in a current refunding (the
23 "Refunding"), is consistent with covenants made with the holders thereof, and is necessary and
24 desirable for the reduction of debt service cost to the City; and
25 G. WHEREAS, the Prior Bonds financed a ciubhouse and domed athletic fields
26 located at Rice Street and Arlington Avenue and related improvements to adjacent outdoor fields
27 and pazking, and a traffic signal (the "Prior Improvements"); and
28 H. WFIEREAS, the domed athletic fields which were part of the Prior Improvements
29 are no longer in operation; and
30 L WHEREAS, the Prior Bonds were payable from gross revenues of the City's
31 Parks and Recreation System, and the Series 2005 Bonds which refund the Prior Bonds and
32 finance the Highland National Project are aiso to be payable from gross revenues of a portion
33 (the "Recreational Facilities System") of the City's Parks and Recreation System, which
34 Recreational Facilities System includes fewer activities than the Parks and Recreafion System;
35 and
36 J. WHEREAS, this resolution authorizing the Series 2005 Bonds repeals the
37 "General Resolufion Relating to Recreational Facilities Gross Revenue Bonds" adopted August
38 28, 1996, which authorized the Prior Bonds; and
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K. WI3EREAS, the City has heretofore issued registered obligations in certificated
form, and incurred substantial costs associated with their printing and issuance, and substantial
continuing transaction costs relating to their payment, transfer and exchange; and
L. WHEREAS, the City has deternuned significant savings in transaction costs will
result 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 or it agent, and such
depository as part of the computerized national securities clearance and settlement system
registers transfers of ownership interests in the bonds by making computerized book entries on
its own books and distributes payments on the bonds to its Participants (as defined herein) shown
on its books as the owners of such interests; and such Participants and other banks, brokers and
dealers participating in the National System will do likewise (not as agents of the City) if not the
beneficial owners of the bonds; and
M. WHEREAS, the City has further deternuned that bonds shall be issuable under
this Resolution, as from time to time supplemented, (1) as taacable or taac-exempt bonds, (2) as
fixed rate obligations or as variable rate obligations, (3) as bonds on which interest is paid
currently or as bonds for which the payment of interest is defened, and (4) as bonds which aze
subject to optional or mandatory redemption or mandatory purchase or with provisions allowing
the holders thereof to tender their bonds for purchase; and
20 N. WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
21 "participating underwriters" from purchasing or selling the Series 2005 Bonds (as defined below)
22 unless the City undertakes to provide certain continuing disclosure with respect to the Series
23 2005 Bonds; and
24 O. WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
25 public sale requirements do not apply to the Series 2005 Bonds if the City retains an independent
26 financial advisor and determines to sell the Series 2005 Bonds by private negotiation, and the
27 City has retained Springsted Incorporated and has determined to sell the Series 2005 Bonds by
28 private negotiation to the Purchaser (as defined below):
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NOW, THEREFORE, BE TI' RESOLVED by the Council of the City of Saint
Paul, Minnesota, as follows:
ARTICLE I
DEFINTTIONS
Section 1.01 Section 1.01. Definitions. As used in this Resolution or any
Supplemental Resolution, the following terms shali have the meanings assigned in this Section:
Account or Accounts: any account established herein or various of the accounts
established herein, as appropriate;
Accreted Value: with respect to a Capital Appreciation Bond on any date, the
present value thereof on the immediately preceding date specified in such Bond (or if such date
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1 is the specified date, then on such date), determined by computing the present worth of all
2 payments of principal and interest remaiuiug to be paid thereon using a discount factor equal to
3 the yield at which such Capital Appreciation Bond was initially offered to the public, as further
4 specified in a table of Accreted Values contained in the Capital Appreciafion Bond and in the
5 related Supplemental Resolution;
6 Act: Minnesota Statutes, Chapter 475 and Section 471.191, as amended, which
7 provide authority in addition to the Ciry's home rule charter;
8 Additional Bonds: Bonds issued pursuant to this Resolution as from time to time
9 supplemented, other than the Series 2005 Bonds, including Additional Parity Bonds and
10 Refunding Bonds issued as permitted by Articie VI;
11 Additional Paritv Bonds: Additional Bonds issued on a parity of lien with other
12 Bonds pursuant to Sections 6.01 and 6.02;
13 Adjustable Rate Bond: any Bond, the interest rate on which is not established at
14 the time of calculation at a single numerical rate for the remaining term of such Bond, but for
15 which the period between redeternunafions of the interest rate is two (2) years or more;
16 Bond Account the "Recreational Facilities Debt Service AccounY' within Fund
17 325, created and established by Section 4.04;
18 Bond Re ig strar: the Treasurer of the City, who shall act as bond registrar, transfer
19 agent and paying agent, or any Fiduciazy acting as bond xegistrar, transfer agent or paying agent
20 for any Bonds or series thereof;
21 Bond Year: for each series of Bonds, each twelve-month calendar period ending
22 on the anniversary of the delivery of such series of Bonds to the Purchaser thereof and payment
23 therefor;
24 Bondholder: a Holder;
25 Bonds: any bonds from time to time issued pursuant to this Resolution or a
26 Suppiemental Resolution, while such Bonds remain outstanding;
27 Canital Appreciation Bonds: any Bonds issued on the basis that interest thereon
28 shall be accrued and compounded periodically, and that payment of interest thereon shall only be
29 made at maturity or at a specified time or times prior to maturity or upon earlier redemption, by
30 sinking fund installment or otherwise;
31 Citv: the City of Saint Paul, Minnesota, or any successor to its functions with
32 respect to the Parks and Recreation System;
33 Code: the federal Internal Revenue Code of 1986, as amended, or any successor
34 code, and a11 regulations, rulings and decisions thereunder;
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1 Commitment: either (A) a binding coaunitment by a bank, surety, insurance
2 company or other financial institution generally regazded as responsible, which Commitment (i)
3 provides fmancing sufficient to pay or purchase, as the case may be, Committed Temporary
4 Bonds when due or required to be purchased, (ii} provides for repayment of amounts drawn
5 thereunder over a period of at least five (5) yeazs, and (iii) is filed with the City, together wlth an
6 opinion of independent legal counsel stating in effect that the Commitment is binding and
7 enforceable in accordance with its terms, subject to such customary exceptions relating to
8 banl�tptcy laws, insolvency laws and other similar laws affecting creditors' rights generally as
9 such independent legal counsel deems necessary; or (B) a binding covenant of the City to issue
10 Bonds to refund the Committed Temporary Bonds if there are insuff'icient funds to pay or
i 1 purchase, as the case may be, Committed Temporazy Bonds when due or required to be
12 purchased;
13 Comixutted Temporary Bonds: Temporazy Bonds secured by a Commitment;
14 Credit A¢reement: any reimbursement agreement or similaz instrument between
15 the City and a Credit Provider with respect to a Credit Facility;
16 Credit Facilitv: a letter of credit, surety bond, insurance policy or comparable
17 instrument furnished by a Credit Provider with respect to one or more series of Bonds to satisfy
18 in whole or part the City's obtigation to maintain the Reserve Requirement with respect to a
19 series of Bonds, or to secure (a) the paytnent of debt service (which may include the premium
20 due on payment of a Bond) on Bonds of a specified series, (b) the payment of the purchase price
21 (which may include accrued interest to the date of purchase) of Bonds of a specified series on the
22 applicable purchase dates or tender dates, or (c) both the payment of debt service on a speciFied
23 series of Bonds and the payment of the purchase price of Bonds of a specified series;
24 Credit Provider: the bank, insurance company, financial institution or other en6ty
25 providing a Credit Facility pursuant to a Credit Agreement;
26 Current Expenses: the normal, reasonable and current costs of operation and
27 maintenance of the Recreational Facilities System (or any portion thereof accounted for in a
28 separate Pund, as appropriate) deternuned in accordance with generally accepted accounting
29 principles, but exciudinQ the following: allowance for depreciation; costs of major repairs; and
30 Debt Service Expense;
31 Debt Service Expense: the amounts required to be paid or transfened from the
32 Funds pursuant to Section 4.03(A) "First", "Second" and "Third' ;
33 Deroository: a trust company or other fiduciazy acting as a depositary pursuant to
34 a Letter of Representations with respect to Global Certificates;
35 Excess EarninQS: the amount of investment earnings on moneys held in any Fund
36 or any Account therein, or in any other fund or account, required to be transferred to the Excess
37 Earnings Account as earnings on "gross proceeds" (as defined by or under the Code) in excess of
38 the "yield" (calculated as required by or under the Code) on Taz-Exempt Bonds;
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1 Excess Earnin�s Account: the Recreational Facilities Excess Earnings Account
2 within Fund 325, created and established by Section 4.06;
3 Fiduciarv: any bank or other organization acting in a fiduciary capacity with
4 respect to any Bonds, whether as a paying agent, Bond Registrar, tender agent, or escrow agent,
5 or in a similaz function; provided that a Depository shall not be considered a Fiduciary
6 hereunder;
7 Fiscal Yeaz: the twelve (12) month period beginning on January 1 of each yeaz
8 and ending on December 31 of the same year; provided that the City may, by Supplemental
9 Resolution, provide for a different twelve (12) month Fiscal Yeaz for the Pazks and Recreation
10 System;
11 Fixed Rate Bond: a Bond, the interest rate on which is established (with no right
12 to vary) at the time of calculation at a single numerical rate for the remaining term of such Bond;
13 Fund or Funds: any fund governed hereby as set forth in Article IV or by a
14 Supplemental Resolution, or various of the funds governed hereby, as appropriate, being initially
15 the following Funds of the City's Division of Parks and Recreation: Fund 325, Pazks and
16 Recreation Special Services Enterprise; Fund 380, Como Campus; and Fund 391, Special
17 Recreation Activities;
18 Fund 325: the Fund in which are established the Project Account, Bond Account,
19 Reserve Account and Excess Earnings Account, also defined as"Parks and Recreation Special
20 Services Enterprise Fund";
21 Global Certificate: a Bond in the form of one certificate per maturity, each
22 representing the entire principal amount of a series of Bonds due on a particular maturity date,
23 which single certificate per maturity may be transferred on the City's bond register as required by
24 the Uniform Commercial Code, but which may not be exchanged for smaller denominations
25 unless the City deternunes to issue Replacement Bonds as provided herein;
26 Hiehland National Project: the construction reimbursement project funded by the
27 proceeds of the Series 2005 Bonds, being bettering and improving the City's Highland National
28 golf course and related improvements;
29 Holder or Bondhoider: the person or entity in whose name a Bond is registered
30 on the books of the City;
31 Improvements: any expansion, construction, reconstruction, equipping,
32 modification or other betterment of a capital nature to the Recreafional Facilities System,
33 including the Highland National Project;
34 Interest Payment Date: any date on which an installment of interest is scheduled
35 to become due on Bonds; in the case of Capital Appreciation Bonds, the Interest Payment Date
36 shall be the eazliest of (1) the stated maturity date, (2) the redemption date, or (3) the dates on
37 which interest is to be paid after conversion of such Capital Appreciafion Bonds to Bonds on
38 which interest is paid periodically;
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1 Interest Rate Swap Agreement: an agreement entered into by the City of the kind
2 described in Minnesota Statutes, Section 475.54, Subdivision 16;
3 Letter of Representations: with respect to the Series 2005 Bonds, the Blanket
4 lssuer Letter of Representations dated April 10, 1996, by and between the City and The
5 Depository Trust Company; and with respect to any other series of Bonds, the similaz instrument
6 (if any) with respect to Global Certificates by and aznong the City, the Bond Registraz and a
7 Depository;
8 Management Agreement: any management agreement from time to time relating
9 to the Highland Nafional Project, or any other Improvements financed by Tae-Exempt Bonds, by
10 and between the City and a private entity;
11 Minimum Variable Rate Interest Amount: for Variable Rate Bonds, the amount
12 of interest to be paid or to accrue on such Variable Rate Bonds during any one-month period at
13 the highest interest rate perniitted by the terms of the Supplemental Resolution relating thereto,
14 excluding the period, if any, after such Variable Rate Bonds may convert to Fixed Rate Bonds;
15 National S, s�: the computerized national securities cleuance and setflement
16 system to register transfer of ownership interests in debt securities by making book entries on the
17 books of a Depository, and through which payments are distributed to Participants as shown on
18 the books of the Depository as the owners of such interests;
19 Non-Global Bonds: Replacement Bonds, and any series of Additional Bonds
20 which are not issued in the form of Global Certificates;
21 Parks and Recreation Special Services Enterprise Fund: the Parks and Recreation
22 Speciai Services Enterprise Fund recognized in Section 4.01, also defined as "Fund 325";
23 Parks and Recreation Svstem: the City's pazks and recreation facilities and events
24 and activities held there, including pazks, golf courses, downhill ski facilities, cross country ski
25 facilities, muinas, concessions and food sales at zoos, admissions and rentals at conservatories,
26 related refectories and concessions, maintenance equipment and buildings, improvements and
27 real and personal property used in connection therewith, and all funds, accounts, contract rights,
28 pernuts, authorization, approach and intangibles related thereto;
29 Partici �� ants: the financiai institutions or securities dealers for whom the
30 Depository effects book-entry transfers and pledges of securities deposited and immobilized with
31 the Depository;
32 Princinal Payment Date: any date on which an installment of principal is
33 scheduled to become due on Bonds, whether by scheduled maturity ar scheduled mandatory
34 redemption or otherwise;
35 Prior Bonds: the City's $4,135,000 Recreational Facilities Gross Revenue Bonds,
36 Series 1996D;
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1 Prior Bonds Resolution: the resolution pursuant to which the Prior Bonds were
2 issued, being the "General Resolution Relating to Recreational Facilities Gross Revenue Bonds"
3 adopted on August 28, 1996;
4 Prior Improvements: the improvements financed by the Prior Bonds, being a
5 clubhouse and domed athletic fields located at Rice Street and Arlington Avenue and related
6 improvements to adjacent outdoor fields and parking, and a tra�c signal;
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Project Account: the Recreational Facilities Project Account within Fund 325,
established and created in Section 4.02;
Purchase Agreement: the agreement by and among Piper Jaffray & Co. and the
City for the purchase of the Series 2005 Bonds;
Purchaser: the person or entity specified in this Resolution or a Supplemental
Resolution as the original purchaser of a series of Bonds;
13 Rebate Amount: the amount required to be paid to the United States Treasury
14 pursuant to Section 148 of the Code as a rebate of investment eamings (and, if applicable, actual
15 or imputed earnings thereon) to the extent such investment earnings are in excess of the yield on
16 a series of Ta�c-Exempt Bonds and are subject to rebate;
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Recreational Facilities Svstem: the portion of the Parks and Recreation System
and events and activities held there which are budgeted and accounted for in the Funds;
Refundine: the current refunding of the Prior Bonds accomplished with the
proceeds of the Series 2005 Bonds;
Refundine Bonds: Additional Bonds issued on a parity of lien with other Bonds
pursuant to Section 6.02;
Remarketine A�ent: a member of the National Association of Securities Dealers
appointed to remazket Variable Rate Bonds or Adjustable Rate Bonds;
25 Replacement Bonds: Bonds which replace Global Certificates as provided in
26 Section 2.12;
27 Reserve Account the Recreational Facilities Debt Service Reserve Account
28 within Fund 325, created and established by Section 4.05;
29 Reserve Requirement: as of any date of calculation, the sum of the Reserve
30 Requirements applicable to each series of Bonds then outstanding; and for each series of Bonds,
31 while any of such Bonds remain outstanding, the Reserve Requirement shali be, unless othenvise
32 specifically provided in this Resolution or the appropriate Supplemental Resolution:
33 (a) for each series of Taxable Bonds, as of any date of calculation, an amount
34 equal to the m�imum amount of principal and interest to become due in any Fiscal Yeaz
35 on all then-outstanding Bonds of that series;
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i (b) for each series of Tax-Exempt Bonds except the Series 2005 Bonds, as of any
2 date of calculation, an amount equal to the least of: (n ten percent (10%) (or such higher
3 percentage as the City establishes as necessary to the safisfaction of the Secretary of the
4 United States Department of the Treasury) of the lesser of (i) the original principal
5 amount of such Bonds or (u) the "issue price" of such Bonds, detertnined as required by
6 Secfion 148 of the Code; or (I� the maximum amount of principal and interest to become
7 due in any Fiscal Year on all then-outstanding Bonds of that series; or (IIn the maximum
8 amount pemutted under Section 148 of the Code to be held in a reserve fund and invested
9 at a yield in excess of the yield on such series of Tax-Exempt Bonds;
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(c) for the Series 2005 Bonds, the maYimum amount of principal and interest to
become due in any Fiscal Yeaz on ali then-outstanding Series 2005 Bonds;
provided that the calculation of the macimum amount of interest to become due on Variable Rate
Bonds, Adjustable Rate Bonds or Temporary Bonds shall be based on the same method used for
the purposes of Section 6.01(B);
Resolution: this Revised General Resolution Relating to Recreational Facilities
Gross Revenue Bonds, adopted by the City Council of the City on October 12, 2005, as from
time to time amended or supplemented;
Revenues: all amounts received from the operation of or in connection with the
Recreational Facilities System, includin� (a) admission fees, use fees and deposits, use pernut
fees, fees for passes or access cazds, lease and rental revenues for real and personal properties,
revenues from concession sales, fees or charges for equipment rentals or sales, and fees or
charges for instructional services, (b) earnings on moneys held in any Fund or Account,
excludine, however, earnings on refunding escrows or defeasance escrows established for bonds,
(c) moneys received upon the sale, lease, transfer, conveyance or other disposition of any real or
personal property which is part of the Recreational Facilities System, and (d) any other revenues
of whatever kind and from whatever source derived arising from the Recreational Facilities
System; but excludine (1) assessments for Pazks and Recreation System improvements dedicated
to other uses which preclude the application of such assessments to the payment of Bonds, (2)
grants and memorials received from public or private entities, and (3) transfers from funds or
accounts of the City other than the Funds and Accounts;
Series 2005 Bonds: the City's Recreational Facilities Gross Revenue Bonds,
Series 2005 (Highland National Project);
Depository;
Substitute De o SitOT a trust company or other fiduciary which replaces a
35 Sunplemental ResoluUOn: a resolution adopted by the City Council of the City
36 which supplements or amends this Resolution, including any Supplemental Resolution
37 authorizing the issuance of Bonds other than the Series 2005 Bonds;
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39 original issue;
TaYable Bonds: any Bonds which are not Tas-Exempt Bonds on their date of
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1 Tax-Exempt Bonds: Bonds issued pursuant to this Resolution as from time to
2 time supplemented for which the City receives, on the date of their original issuance, an opinion
3 of bond counsel to the effect that interest on such Bonds is excludable from gross income for
4 federal income tax purposes under Section 103 of the Code;
5 Temporarv Bonds: any series of Bonds with (i) an initial term of three (3) yeazs
6 or less, (u) a provision that requires mandatory purchase of such series of Bonds within three (3)
7 yeazs of its issuance, or (iii) a provision which permits the Holders thereof to require redemption
8 of such series of Bonds within three (3) yeazs of its issuance; provided, however, that a series of
9 Bonds shall not be deemed Temporary Bonds by reason or any right of the Holders thereof to
10 (A) accelerate or cause the obligations to be prepaid or purchased upon the happening of an
11 event of default or (B) tender the Bonds of that series for purchase; and
12 Variable Rate Bond: any Bond, the interest rate on which is not established at the
13 time of calculation at a single numerical rate for the remaining term of such Bond and for which
14 the period between redetermination of the interest rate is two (2) yeazs or less.
isiissa�6 9
ARTICLE II
THE BONDS - IN GENERAL
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Section 2.01 Forms of Bond. If so specified herein or in a Supplemental
Resolution, the Bonds shall be in the form of Global Certificates unless and untii Replacement
Bonds aze made availabie as provided in Section 2.12, and otherwise shall be in the form of Non-
Global Bonds. The form of Bonds for any specific series shall be as set forth in Exhibit A or
Exhibit B hereto, but may contain such additional or different terms and provisions as to the
form and time of payment, record date, notices and other matters as aze consistent with this
Resolution or the applicable Supplemental Resolution.
Section 2.02 Redemption; Purchase. (A) General. The Bonds of any series
issued pursuant to this Resolution or any Supplemental Resolution may be subject to optional
redemption, or to mandatory redemption and prepayment on a scheduled basis, provided that the
installments of principal scheduled for scheduled mandatory redemption of Bonds of a particular
series and maturity shail be reduced, pro rata or as otherwise specified by the City at the time of
optional redemption, if and to the extent the Bonds of that series and maturity have been or will
be optionally redeemed by the City, in whole or part, prior to or on the date scheduled for
payment of the specified principal amount on the dates and at the redemption prices specified in
Section 3.05 (with respect to the Series 2005 Bonds) or in the applicable Suppiemental
Resolution (with respect to Additional Bonds). Redemption may be in whole or in part of the
Bonds subject to prepayment; provided that there shall be no reduction of the amount scheduled
for redemption on a mandatory redemption date except to the extent Bonds of the maturity to be
redeemed have been optionally redeemed or will be optionally redeemed on the scheduled
redemption date as provided above, and except that the City may, at its option, purchase Bonds
of the maturity to be redeemed and upon cancellation thereof apply the principal amount
purchased and cancelled as a credit against the principal amount to be redeemed.
(B) Partial Redem�tion. If optional 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 deternune. If only part of the Bonds having a common maturity date are called for
prepayment, the Bonds may be prepaid in $5,000 increments of principal(or, in the case of
Capital Appreciation Bonds, in increments of Accreted Value) and the specific Bonds to be
prepaid shall be chosen by lot by the Bond Registrar as hereinafter provided. Bonds or portions
thereof called for redempuon sha11 be due and payable on the redemption date, and interest
thereon shall cease to accrue from and after the redempuon date.
37 (C) Reguest for Redemvtion. The Bond Registrar sha11 call Bonds for redemption and
38 payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior
39 to the redemption date of a request of the City, in written form if the Bond Registrar is other than
40 a City officer. Such request shall specify the principal amount of Bonds to be called for
41 redempfion, the redemption date and the redemption price.
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1 (D) Notice. Mailed notice of redemption shall be given to the paying agent (if other
2 than a City officer) and to each affected Holder. If and when the Ciry shall call any of the Bonds
3 for redemption and payment prior to the stated maturity thereof, the Bond Registraz shall give
4 written notice in the name of the Ciry of its intention to redeem and pay such Bonds at the office
5 of the Bond Registrar. Notice of redemption shall be given by first class mail, postage prepaid,
6 mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
7 redeemed, at the address appearing in the Bond Register; provided that if a Letter of
8 Representations contains other or different requirements for delivery to a Depository, then the
9 provisions of the Letter of Representations shall be followed for that Holder. All notices of
10 redempfion shall state:
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(a)
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the redemption date;
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the redemption price;
(c) if less than all outstanding Bonds aze to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts or
Accreted Values) of the Bonds to be redeemed;
(d)
(e)
that on the redemption date, the redemption price will become due and
payable upon each such Bond, and that interest thereon shall cease to
accrue from and after said date;and
the place where such Bonds are to be surrendered for payment of the
redemption price (which sha11 be the office of the Bond Registrar).
Section 2.03 Bond Reeistrar. The Treasurer of the City is appointed to act as
bond registrar and transfer agent with respect to the Series 2005 Bonds and all Additional Bonds
(the "Bond Registraz"), and shall so act for all Bonds unless and until a successor or different
Bond Registrar is duly appointed for a11 Bonds or for any series of Bonds. Different persons or
enflties may be appointed to act as Bond Registrar or as a successor Bond Registrar for different
series of Bonds, but only one person or entity shall be Bond Registrar for each series of Bonds at
any time. A successor or different Bond Registrar shall be an officer of the City or a bank or
trust 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 or different
Bond Registraz shall execute which is consistent herewith. The Bond Registrar shall also serve
as paying agent unless and until a successor paying agent is duly appointed. Principal and
interest on the Bonds shall be paid to the Holders (or record holders) of the Bonds in the manner
set forth in the forms of Bond and Section 2.08 of this Resolution or, with respect to any
Additional Bonds, the Supplemental Resolution applicable thereto.
35 Section 2.04 Execution and Deliverv; Application of Proceeds. The Bonds shall
36 be executed on behalf of the City by the signatures of its Mayor, Clerk and Director, Office of
37 Financial Services, each with the effect noted on the forms of the Bonds, and be sealed with the
38 seal of the Ciry; provided, however, that the seal of the City may be a printed or photocopied
39 facsimile; and provided further that any of such signatures may be printed or photocopied
40 facsimiles and the corporate seal may be omitted on the Bonds as pernutted by law. In the event
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1 of disability or resignation or other absence of any such officer, the Bonds may be signed by the
2 manual or facsimile signature of that officer who may act on behalf of such absent or disabled
3 o�cer. In case any such officer whose signature or facsimile of whose signature shail appear on
4 the Bonds shall cease to be such officer before the delivezy of the Bonds, such signature or
5 facsimile shall nevertheless be valid and sufficient for ali purposes, the same as if he or she had
6 remained in office until delivery.
7 The Bonds when so prepared and executed, shall be delivered by the D'uector,
8 Office of Financial Services, to the Purchaser upon receipt of the purchase price, and the
9 Purchaser shall not be obiiged to see to the proper application thereof.
10 Section 2.05 Authentication: Date of Registration. No Bond shall be valid or
11 obligatory for any purpose or be entitled to any security or benefit under this resolution unless a
12 Certificate of AuthenUCation on such Bond, substantially in the form set forth on the form of
13 Bond, shall have been duly executed by an authorized representaflve of the Bond Registrar.
14 Certificates of Authentication on different Bonds need not be signed by the same person. The
15 Bond Regisuar shall authenticate the signatures of officers of the City on each Bond by
16 execution of the Certificate of Authentication on the Bond and by inserting as the date of
17 registration in the space provided the date on which the Bond is authenticated. For purposes of
18 delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as the date of
19 registrafion the date of original issue, which date is specified in SecUon 3.02 for the Series 2005
20 Bonds and shail be as specified in the appiicable Supplemental Resolution for each series of
21 Additional Bonds. The Certificate of Authentication so executed on each Bond shall be
22 conclusive evidence that it has been authenticated and delivered under this Resolution.
23 Section 2.06 Reeistration; Transfer; Exchan�e. The City will cause to be kept at
24 the principal office of the Bond Registrar a bond register in which, subject to such reasonable
25 regulations as the Bond Registrar may prescribe, the Bond Registraz shall provide for the
26 registration of Bonds and the registration of transfers of Bonds entitled to be registered or
27 transfened as herein provided.
28 All Bonds surrendered upon any exchange or transfer provided for in this
29 Resolution shall be promptly cancelled by the Bond Registraz and thereafter disposed of as
30 directed by the City.
31 All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
32 special obligafions of the City evidencing the same debt, and entitled to the same benefits under
33 this Resolution, as the Bonds surrendered for such exchange or transfer.
34 Every Bond presented or surrendered for transfer or exchange shall be duly
35 endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond
36 Registrar, duly executed by the holder thereof or his, her or its attorney duly authorized in
37 writing.
38 The Bond Registraz may require payment of a sum sufficient to cover any tas or
39 other governmental chazge payable in connection with the transfer or exchange of any Bond and
40 any legal or unusual costs regarding transfers and lost Bonds.
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1 Transfers shall also be subject to reasonable regulations of the City contained in
2 any agreement with, or notice to, the Bond Registraz, including regulations which permit the
3 Bond Regjstrar to close its transfer books between record dates and payment dates.
4 Section 2.07 Riehts Upon Transfer or Exchan�e. Each Bond delivered upon
5 transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest
6 accrued and unpaid, and to accrue, which were carried by such other Bond.
7
Section 2.08 Interest Payment; Record Date; Principal Payment Date.
8 (A) The Interest Payment Dates for alt series of Fised Rate Bonds shall be April 1 and
9 October 1 of each year from the date of issuance thereof until maturity unless different Interest
10 Payment Dates aze specified in the Supplemental Resolution authorizing the issuance of such
11 series of Fixed Rate Bonds.
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Interest on any Global Certificate shall be paid as provided in the first paragraph
thereof, and interest on any Non-Global Bond shall be paid on each Interest Payment Date by
check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the
registration books of the City maintained by the Bond Registrar, and in each case at the address
appearing thereon at the close of business on the fifteenth (15th) day of the calendar month next
preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so
timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular
Record Date, and shall be payable to the person who is the Holder thereof at the close of
business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice of the Special Record Date shall
be given by the Bond Registraz to the Holders not less than ten (10) days prior to the Special
Record Date.
24 If so provided in this Resolution or in a Supplemental Resolution, interest may be
25 paid to the Holder of a specified principal amount (or larger principal amount) of bonds of a
26 particular series, at such Holder's option, by wire transfer to an account specified in writing by
27 such Holder, which account must be maintained in a United States office or branch of a
28 commercial bank, thrift institution or other financial institution.
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The Principal Payment Date for all series of Bonds shall be October 1 of each
year, beginning on the October 1 specified herein (for the Series 2005 Bonds) or in a
Supplemental Resolution (for each series of Additional Bonds) unless a different Principal
Payment Date is specified in a Supplemental Resolution authorizing the issuance of a series of
Additional Bonds. Nothing in this pazagraph or otherwise in this Resolution shall be construed
to limit the right of the City to schedule principal to become due as term bonds subject to
scheduled mandatory redemption from sinking fund installments, or to require the City to
schedule principai to become due in each year during the term of a specific series of Bonds.
37 (B) All parity lien bonds shall have an October 1 maturity or maturities and shall have
38 semiannual interest payments on April 1 and October 1 in each year; provided that interest
39 payments may be more frequent than semiannuaily or on dates other than April 1 and October 1
40 if such interest is paid in full only if at the time of payment the interest deposits into the Bond
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1 Account for interest payments on April 1 or October 1, as appropriate, on other bonds are
2 current, and any insufficiency in interest on all parity bonds is allocated proportionately in each
3 six-month period ending April 1 or October l, as appropriate.
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Section 2.09 Holders; Treatment of Registered Owner; Consent of Holders.
(A) For the purposes of all actions, consents and other matters affecting Holders of
Bonds issued under this Resolution, as from fvne to time supplemented, other than payments,
redemptions, and purchases, the Ciry may (but shall not be obligated to) treat as the Holder of a
Bond the beneficial owner of the Bond instead of the person in whose name the Bond is
registered. For that purpose, the City may ascertain the identity of the beneficial owner of the
Bond by such means as the Bond Registrar in its sole discretion deems appropriate, including but
not limited to a certificate from the person in whose name the Bond is registered identifying such
beneficial owner.
13 (B) The City and Bond Registraz may treat the person in whose name any Bond is
14 registered as the owner of such Bond for the purpose of receiving payment of principal of and
15 premium, if any, and interest (subject to the payment provisions in Section 2.08) on, such Bond
16 and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the
17 City nor the Bond Registrar shall be affected by notice to the contrary.
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(C) Any consent, request, direction, approval, objection or other instzument required
by this Resolution, as supplemented, to be signed and executed by the Holders may be in any
number of concurrent writings of similar tenor and must be signed or executed by such Holders
in person or by agent appointed in writing. Proof of the execution of any such consent, request,
direcfion, approval, objection or other instrument or of the writing appointing any such agent and
of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the
purposes of this Resolution, as suppiemented, and shall be conclusive in favor of the City with
regard to any acfion taken by it under such request or other instrument, namely:
26 (1) The fact and date of the execution by any person of any such writing may
27 be proved by the certificate of any officer in any jurisdiction who by law has power to
28 take acknowledgments within such jurisdiction that the person signing such writing
29 acknowledged before him or her the execution thereof, or by an affidavit of any witness
30 to such execution.
31 (2) Subject to the provisions of subsection (A), above, the fact of the
32 ownership by any person of Bonds and the amounts and numbers of such Bonds, and the
33 date of the holding of the same, may be proved by reference to the bond register.
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Section 2.10 Suvplemental Resoluflons - Override. Notwithstanding any
provisions herein to the contrary, a Supplemental Resolution authorizing the issuance of
Additional Bonds may modify the terms of those Additional Bonds, and the prescribed form
thereof, in a manner inconsistent with this Article II, and in such case the terms of the
Supplemental Resolution shall control as to the related series of Additional Bonds; provided,
however, that the terms of the Supplemental Resolution may not be such as to materially
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1 prejudice the interests of the Holders of Bonds then outstanding in the opinion of the City's bond
2 counsel; provided that:
3 (A) a Supplemental Resolution authorizing the issuance of Additional Parity
4 Bonds or Refunding Bonds as permitted by Article VI hereof; and
5 (B) a Supplemental Resolution permitted by Section 6A2;
6 shall be conclusively deemed to be a Supplemental Resolution which does not materially
7 prejudice the interests of the Holders of Bonds then outstanding.
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PART B- THE GLOBAL CERTIFICATES
2 Section 2.11 Description of the Global Certificates and Global Book-Entrv
3 Svstem. Upon their original issuance the Bonds may be issued in the form of a`single Global
4 Certificate for each maturity, deposited with the Depository or its agent by the Purchaser and
5 immobilized as provided in Section 2.12. No beneficial owners of interests in the Sonds will
6 receive certificates representing their respective interests in the Bonds except as provided in
7 Section 212. Except as so provided, during the term of the Bonds, beneficial ownership (and
8 subsequent transfers of beneficial ownership) of interests in the Global Certificates will be
9 reflected by book entries made on the records of the Depository and its Participants and other
10 banks, brokers, and dealers participating in the National System. The Depository's book entries
11 of beneficial ownerslup interests are authorized to be in increments of $5,000 of principal of the
12 Bonds (or, in the case of Capital Appreciation Bonds, in increments of Accreted Value or in
13 increments of $5,000 Accreted Value at maturity), but not smaller increments, despite the lazger
14 authorized denominations of the Giobal Certificates. Payment of principal of, prennium, if any,
15 and interest on the C�lobal Certificates will be made to the Bond Registrar as paying agent, and in
16 turn by the Bond Registraz to the Depository or its nominee as registered owner of the Global
17 Certificates, and the Depository according to the laws and rules governing it will receive and
18 forward payments on behalf of the beneficial owners of the Global Certificates.
19 Payment of principal of, premium, if any, and interest on a Global Certificate
20 may, in the City's discrefion, be made by such other method of transfening funds as may be
21 requested by the Aolder of a Global Certificate.
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Sec6on 2.12 Immobilization of Global Certificates by the Depositorv:
Successor Depository; Replacement Bonds. Pursuant to the request of the Purchaser to the
Depository, immediately upon the original delivery of the Bonds the Purchaser will deposit the
Global Certificates representing all of the Bonds with the Depository. The Global Certificates
shall be in typewritten form or otherwise as acceptable to the Depository, shall be registered in
the name of the Depository or its nominee and shall be held immobilized from circulation at the
offices of the Depository or its agent on behalf of the Purchaser and subsequent bondowners.
The Depository or its nominee will be the sole hoider 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 Global Certificates so long as the Depository holds the
Global Certificates immobilized from circulation, except as provided below in this Section and in
Section 2.15.
Global 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 Sections 2.06 and 2.15,
(ii) To any successor of the Depository (or its nominee) or any substitute
depository (a "Substitute Depository") designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the Depository or any SubsUtute Depository
must be both a"clearing corQoration" as defined in the Minnesota Uniform Commercial
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1 Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
2 agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
3 (iii) To a Substitute Depository designated by and acceptable to the City upon
4 (a) the deternunation by the Depository that the Bonds shall no longer be eligible for its
5 depository services or (b) a determination by the City that the Depository is no longer
6 able to carry out its functions, provided that any substitute depository must be qualified to
7 act as such, as provided in clause (ii) of this paragraph, or
8 (iv) To those persons to whom transfer is requested in written transfer
9 instructions in the event that:
10 (a) the Depository shall resign or discontinue its services for the
11 Bonds and the City is unable to locate a Substitute Depository within two (2)
12 months following the resignation or determination of non-eligibility, or
13 (b) the City determines in its sole discretion that (1) the continuation
14 of the book-entry system described herein, which precludes the issuance of
15 certificates (other than Global Certificates) to any Holder other than the
16 Depository (or its nominee), might adversely affect the interests of the beneficial
17 owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of
18 the Bonds that they be able to obtain certificated Bonds,
19 in either of which events the City shall notify Aolders of its determination and of the
20 availability of certificates (the "Replacement Bonds") to Holders requesting the same and
21 the registration, transfer and exchange of such Bonds will be conducted as provided in
22 Sections 2.18 and 2.06.
23 In the event of a succession of the Depository as may be authorized by this
24 Section, the Bond Registraz upon presentation of Global Certificates shall register their transfer
25 to the substitute or successor depository, and the substitute or successor depository shall be
26 treated as the Depository for a11 purposes and functions under this resolution. The I.etter of
27 Representations shall not appiy to a SubsUtute Depository unless the City and Substitute
28 Depository so agree, and a similaz agreement may be entered into.
29 Section 2.13 Redemption - Global Certificates. Upon a reduction in the
30 aggregate principal amount of a Global Certificate, the Holder may make a notation of such
31 redemption on the panel provided on the Global Certificate stating the amount so redeemed, or
32 may return the Global Certificate to the Bond Registrar in exchange for a new Global Certificate
33 authenticated by the Bond Registrar, in proper principal amount. Such notation, if made by the
34 Holder, shall be for reference only, and may not be relied upon by any other person as being in
35 any way deternunative of the principal amount of such Global Certificate outstanding, uniess the
36 Bond Registrar has signed the appropriate column of the panel.
37 For the purposes of giving notice in accordance with Section 2.02, the "Holder" of
38 Global Certificates shall be the Depository or its nominee if the Global Certificates are then
39 registered in the name of the Depository or its nominee. Notices to the Holder shall contain the
40 CUSIP numbers of the Bonds. If there aze any Holders of the Bonds other than the Depository
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1 or its nominee, the Bond Registraz shall use its best efforts to deliver any such notice to the
2 Depository on the business day next preceding the date of mailing of such notice to all other
3 Holders.
4 Section 214 Form of Bond - Global Certificates. The Global Certificates,
5 together with the Certif'icate of Registration, the Register of Partial Payments, the form of
6 Assignment and the registration information thereon, shall be in substantially the form of Exhibit
7 A hereto (except as may be otherwise provided in the applicable Supplemental Resolution) and
8 may be typewritten rather than printed.
9 Section 215 Registration; Transfer; Exchan�e - Global Certificates. A Global
10 Certificate shall be registered in the name of the payee on the books of the Bond Registraz by
11 presenting the Global Certificate for registration to the Bond Registraz, who will endorse his, her
12 or its name and note the date of registration opposite the name of the payee in the certificate of
13 registration on the Global Certificate; provided however, that a Global Certificate may not be
14 registered in blank or in the name of "bearer" or similaz designation. Thereafter a Global
15 Certificate may be transferred by delivery with an assignment duly executed by the Holder or
16 his, her or its legal representative, and the City and Bond Registrar may treat the Holder as the
17 person exclusively entitled to exercise all the rights and powers of an owner until a Global
18 Certificate is presented with such assignment for registration of transfer, accompanied by
19 assurance of the nature provided by law that the assignment is genuine and effective, and until
20 such transfer is registered on said books and noted thereon by the Bond Registraz, all subject to
21 the terms and conditions provided in this Resolution and to reasonable regulations of the City
22 contained in any agreement with, or notice to, the Bond Registraz. Section 2.06 shall also apply
23 to the registration, transfer and exchange of Global Certificates.
24 Global Certificates may not be exchanged for Global Certificates of smaller
25 denominations except as provided in Section 2.13 upon a partial redemption.
26 Transfer of a TaY-Exempt Bond which is a Global Certificate may, at the
27 direction and expense of the City, be subject to other restrictions if required to qualify the Global
28 Certificates as being "in registered form" within the meaning of Section 149(a) of the Code.
29 If a Global Certificate is to be exchanged for one or more Replacement Bonds, all
30 of the principal amount of the Global Certificate shall be so exchanged.
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PART C- THE NON-GLOBAL BONDS
2 Section 2.16 Redemntion - Non-Global Bonds. To effect a partial redemption
3 of Non-Global Bonds having a common maturity date, the Bond Registrar prior to giving notice
4 of redemption shall assign to each Non-Global Bond having a common maturity date a
5 distinctive number for each $5,000 of the principal amount (or, in the case of Capital
6 Appreciation Bonds, Accreted Value at maturity) of such Non-Global Bond. The Bond Registraz
7 shall then select by lot, using such method of selection as it shall deem proper in its discretion,
8 from the numbers so assigned to such Non-Global Bonds, as many numbers as, at $5,000 for
9 each number, shall equal the principal amount (or Accreted Value at maturity) of such Non-
10 Global Bonds to be redeemed. The Non-Global Bonds to be redeemed shall be the Non-Global
11 Bonds to which were assigned numbers so selected; provided, however, that only so much of the
12 principal amount of each such Non-Global Bond of a denomination of more than $5,000 (or
13 more than $5,000 Accreted Value at maturity) sha11 be redeemed as shall equal $5,000 of
14 principal amount (or Accreted Value at maturity) for each number assigned to it and so selected.
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If a Non-Global Bond is to be redeemed only in part, it shall be surrendered to the
Bond Registrar (with, if the City or Bond Registraz so requires, a written instrument of transfer in
form satisfactory to the City and Bond Registrar duly executed by the Holder thereof or his, her
or its attorney duly authorized in writing) and the City shall execute (if necessazy) and the Bond
Registrar shall authenticate and deliver to the Holder of such Non-Global Bond, without service
charge, a new Non-Global Bond or Bonds of the same series having the same stated maturity and
interest rate and of any authorized denomination or denominations, as requested by such Holder,
in aggregate principal amount equal to and in exchange for the unredeemed portion of the
'principal of the Bond so surrendered.
Section 217 Form of Bond - Non-Global Bonds. If the City has notified the
Holders of Global Certi�cates that Replacement Bonds have been made available as provided in
Section 2.12, then for every Bond thereafter transferred or exchanged the Bond Registraz sha11
deliver a certificate in the form of the Replacement Bond rather than the Global Certif'icate, but
the Holder of a Global Certificate shail not otherwise be required to exchange the Global
Certificate for one or more Replacement Bonds since the City recognizes that some Holders 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. Replacement Bonds, and all
Bonds issued as Non-Global Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the form of E�ibit B hereto (except as may be otherwise provided in the applicable
Supplemental Resolution); pazagraphs identical to those of the form of Global Certificate set
forth as Exhibit A hereto aze stated by heading or initial text only.
37 Section 2.18 Re�istration; Transfer; Exchange - Non-Global Bond. Upon
38 surrender for transfer of any Non-Global Bond at the principal office of the Bond Registrar, the
39 City sha11 execute (if necessary), and the Bond Registraz shall authenticate, insert the date of
40 registration (as provided in Section 2.05) of, and deliver, in the name of the designated transferee
41 or transferees, one or more new Non-Global Bonds of any authorized denomination or
42 denominations of a like aggregate principal amount, having the same stated maturity and interest
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1 rate, as requested by the transferor; provided, however, that no Bond may be registered in blank
2 or in the name of "beazer" or similaz designation. .
3 At the option of the Holder of a Non-Global Bond, such Bonds may be exchanged
4 for Non-Global Bonds of any authorized denomination or denominations of a like aggregate
5 principal amount and stated maturity, upon surrender of the Non-Global Bonds to be exchanged
6 at the principal office of the Bond Registrar. Whenever any Non-Global Bonds aze so
7 surrendered for exchange, the City shall execute (if necessazy), and the Bond Registrar shall
8 authenticate, insert the date of registration of, and deliver the Non-Global Bonds which the
9 Holder making the exchange is enutled to receive. Section 2.06 shall also apply to the
10 registration, transfer and exchange of Non-Global Bonds.
1811838v6 2�
� : ,.
PART D- OTF3ER BOND PROVISIONS
2
Section 2.19 Variable Rate Bonds: Adjustable Rate Bonds.
3 (A) A Supplemental Resolution may provide that a series of Bonds be issued as
4 Variable Rate Bonds or as Adjustable Rate Bonds. In that case, the form of bond for a series of
5 Variable Rate Bonds or Adjustable Rate Bonds shall be varied from the fozms of bond attached
6 hereto as Exhibits A and B, as appropriate, to include therein provisions with respect to the rate
7 of interest to be borne from time to time by such series of V ariable Rate Bonds or Adjustable
8 Rate Bonds, to provide for the conversion of a series of Variable Rate Bonds or Adjustable Rate
9 Bonds to Fixed Rate Bonds, and, if applicable, to provide for the mandatory purchase or
10 purchase of Variable Rate Bonds or Adjustable Rate Bonds upon demand by a Holder thereof, or
11 otherwise, as appropriate.
12 (B) If necessary to obtain an investment grade rating for a series of Variable Rate
13 Bonds or Adjustable Rate Bonds, or to maintain the rating or ratings then in effect for other
14 series o£ outstanding Bonds, the City shall obtain a Credit Facility.
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16
17
18
19
20
21
22
23
24
(C) If and as further provided in the Supplemental Resolution authorizing the issuance
of a series of Variable Rate Bonds or Adjustable Rate Bonds, the City shall appoint a member of
the National Association of Securities Dealers (a "Remarketing Agent") to remazket the Variable
Rate Bonds or Adjustable Rate Bonds from time to time, and to perform such other du6es as the
City shall deem necessazy or advisable, which duties may include deternunations from time to
time of the rate of interest to be borne by such series of Variable Rate Bonds or Adjustable Rate
Bonds. Each such Remarketing Agent shall be appointed pursuant to the applicable
Supplemental Resolution, and the City shall enter into an agreement with such Remarketing
Agent specifying the duties and obligations of the Remarketing Agent, and providing for
compensation to the Remarketing Agent.
25 (D) On the date of original issuance of a series of Variable Rate Bonds, there shall be
26 deposited in the Bond Account the Minimum Variable Rate Interest Amount for such series of
27 Variable Rate Bonds. No similar deposit shall be required in connection with the issuance of a
28 series of Adjustable Rate Bonds, uniess such a deposit is necessary in order to maintain the
29 rafing or ratings then in effect for other Bonds then outstanding.
30
31
32
33
34
35
36
(E) The provisions of this Resolution, as from time to time supplemented, pertinent to
Variable Rate Bonds or Adjustable Rate Bonds shall apply only for so long as such Bonds bear
interest subject to redetemunation as provided therein and in the applicable Supplemental
Resolution. From and after the date on which such Bonds become obligations which bear
interest at a single numerical rate for their remaining term, such Bonds sha11 be deemed Fieed
Rate Bonds subject only to the provisions hereof applicable to Fixed Rate Bonds.
Section 2.20 Capital Appreciation Bonds.
37 (A) A Supplemental Resolution may provide that a series of Bonds, or any portion
38 thereof, may be issued as Capital Appreciation Bonds, in which case the Supplemental
39 Resolution authorizing the issuance of the Capital AppreciaUon Bonds and the form of Bond
40 shall include therein appropriate provisions with respect to the accrual and compounding of
1811838v6 2.1
� �' �1 ��
1 interest and other provisions determined to be necessary or desirable by the City. The
2 Supplementat Resolution shall further specify the Accreted Value of such Capital Appreciation
3 Bonds as of specified dates from the date of issue to maturiry. The forms of Bond attached
4 hereto as E�ibits A and B shall be modified as necessary to include provisions required for
5 Capital Appreciation Bonds.
6 (B) For the purposes of payment and redemption and of any actions, consents or other
7 matters affecting the Holders of Bonds, the principal amount of any Capital Appreciation Bond
8 on the appropriate date shall be its Accreted Value as of the most recent date of determinaflon.
9 (C) ff so provided in the applicable Supplemental Resolution, Capital Appreciation
10 Bonds may be issued on terms which provide for the payment of interest thereon periodically
11 after a specified date. After such date, if any, such Bonds shall be treated as Fixed Rate Bonds.
12 Section 2.21 Credit Facilities. Nothing in this Resolution or any Supplemental
13 Resolution shall be construed to limit the right of the City to obtain a Credit Facility for the
14 benefit of the Holders of all or any portion of any series of Bonds issued hereunder. The terms
15 and conditions for each such Credit Facility shall be set forth in the applicable Supplemental
16 Resolution and in the related Credit Agreement. Each Credit Facility shall be held by the City
17 (or a Fiduciary acting for the benefit of the City and Holders of Bonds) for the sole and exclusive
18 benefit of the Holders of the Bonds secured by such Credit Facility, and such Credit Facility
19 shall not be an asset a�ailable for the benefit of any other Holders of Bonds.
20 Section 2.22 Mandatorv Purchase; Tender. The Bonds of any series may be
21 subject to mandatory purchase by the City on a specified date or dates, or may be subject to
22 purchase upon tender thereof by the Holders on a specified date or dates. The dates on which
23 Bonds of a series shatl be purchased, or may be tendered for purchase, shall be set forth in the
24 related Supplemental Resolution and in the form of such Bonds (and the forms of Bond attached
25 hereto as Exhibits A and B shall be modified accordingly). If the Supplemental Resolution
26 contemplates that the Bonds shall be remarketed upon purchase or tender for purchase, the City
27 shall make appropriate arrangements with a member of the National Association of Securities
28 Aealers for remazketing of the Bonds, and for related services which may include redetermining
29 the rate of interest to be borne by such Bonds from time to ume or upon remarketing. The City
30 may also retain the services of an independent entity to make such interest rate determinations.
31 The City may retain the services of a Fiduciazy in connection with the purchase or tender of
32 Bonds and the payment of the purchase price thereof, including payment from the proceeds of a
33 Credit Facility.
34 Any moneys held or accumulated by the City to fulfiil its obligation to purchase
35 Bonds shall be held in a separate account which is not part of the Funds, and the Holders of the
36 Bonds, other than the Holders of the series of Bonds to which such account relates, shall have no
37 claim thereon.
38 If and to the extent the City is required to segregate or otherwise set aside moneys
39 from Revenues in connection with an obligation of the City to purchase Bonds upon tender or _
40 demand, such obligation shall be expressly subordinated to the City's obligafion to pay debt
41 service when due on all Bonds outstanding.
1811838v6 2.2.
05-���
1 Section 2.23 Interest Rate Swap Agreement. Any Interest Rate Swap
2 Agreement shall be with a counterparty or guarantor whose long term debt rating by Standazd &
3 Poor s Corporation is A+ or better. No Interest Rate Swap Agreement shall be entered into
4 unless at least fifteen (15) days advance notice thereof has been given to Standard & Poor's
5 Corporation.
1811838v6 �,3
os- gsy
ARTICLE III
2
3
Tf� SERIES 2005 BONDS
4 Section 3.01 Delegarion to Pricin� Committee to Accept Offer; Purchase
5 Agzeement. The City Council hereby delegates to the D'uector, Office of Financial Services, the
6 City Treasurer and a representative from Springsted Incorporated (collectively, the "Pricing
7 Committee"), the authority to accept the offer of Piper Jaffray & Co. (the "Purchaser" of the
8 Series 2005 Bonds) to purchase the Series 2005 Bonds, in accordance with the Purchase
9 Agreement (the "Purchase Agreement"); provided that the aggregate principal amount of the
] 0 Bonds shall not exceed $7,500,000, the final maturity year shall be not later than 2025, the true
11 interest cost shall not exceed 5.25% per annum, and the discount shall be not more than 1.0%.
12 Upon establishment of the terms of the Bonds, the Mayor, Clerk, and Director, Office of
13 Financial Services, aze authorized and directed to execute and deliver the Purchase Agreement in
14 substantially the form submitted to this Council, with such changes, modifications, additions and
15 deletions as shall be necessary and appropriate and approved by the City Attomey. Execution by
16 such officers of the Purchase Agreement shall be conclusive evidence as to the necessity and
17 propriety of changes and their approval by the City Attorney.
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19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
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37
38
39
40
41
42
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Section 3.02 The Series 2005 Bonds - General The Series 2005 Bonds shall be
titled "Recreational Faciliries Gross Revenue Bonds, Series 2005 (Highland National Project)",
shall be dated the date of issuance as the date of original issue and shall be issued forthwith on or
after such date as fully registered bonds in the form of Global Certificates unless and until
Replacement Bonds are made auailable as provided in Section 2.12. The Series 2005 Bonds
sha11 be nuxnbered from R-1 upward. The Global Certificates for the Series 2005 Bonds shall
each be in the denomination of the entire principal amount maturing on a single date, or, if a
portion of said principal amount is prepaid, said principal amount less the prepayxnent.
Replacement Bonds, if issued as provided in Section 2.12, shall be in the denomination of $5,000
each or in any integral multiple thereof of a single maturity. The Series 2005 Bonds shall mature
or be subject to mandatory redemption on October 1 in the years 2006 through 2025 in such
amounts as are agreed to by the Pricing Committee pursuant to Secrion 3.01.
The Series 2005 Bonds shall be issued as Tax-Exempt Bonds to which all Tas-
Exempt Bond provisions and covenants herein shall apply.
Section 3.03 Purpose; Findines. The Series 2005 Bonds shall provide funds for
a current refunding (the "Refunding") of the Prior Bonds, which were issued to finance the cost
of the Prior Ixnprovements. It is hereby found, deterxnined and declared that the Refunding is
pursuant to Minnesota Statutes, Section 475.67, Subdivision 3, clause (b), is consistent with the
covenants made with the holders thereof, and is necessary or desirable for the reduction of debt
service cost to the municipality. The Series 2005 Bonds shall also provide funds to pay or
reimburse for the cost of bettering and improving the Highland National Project as an
improvement to the Parks and Recreation System of the City, to fund the Reserve Requirement
with respect to the Series 2005 Bonds, to pay capitalized interest on the Series 2005 Bonds and
to pay the costs of issuance thereof, with any excess to be used for any other purpose permitted
by law. The proceeds of the Series 2005 Bonds shall be deposited in the Accounts in Fund 325
as provided in Article IV. The total cost of the Refunding and of the Highland National Project
isi isss�6 24
o �- � ��.
2
3
0
10
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37
38
39
40
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43
.��,�
THE SERIES 2005 BONDS
Section 3.01 Dele ation to Pricin Committee to Acce t Offer• Pur ase
Agreement. The City Council hereby delegates to the Director, O�ce of Financi Services, the
City Treasurer and a representative from Springsted Incorporated (collectively, e"Pricing
Committee"), the authority to accept the offer of Piper Jaffray & Co. (the " aser" of the
Series 2005 Bonds) to purchase the Series 2005 Bonds, in accordance with e Purchase
Agreement (the "Purchase Agreement"); provided that the aggregate prin pal amount of the
Bonds shall not exceed $ , the final maturity yeaz shall e not later than 20_,
the net effective interest rate shall not exceed % per annum, an the discount shall be not
more than %. Upon establishment of the terms of the Bonds e Mayor, Clerk, and
Director, Office of Financial Services, are authorized and directe to execute and deliver the
Purchase Agreement in substantiaily the form submitted to this ouncil, with such changes,
modifications, additions and deletions as shall be necessazy d appropriate and approved by the
City Attorney. Execution by such officers of the Purchase greement shall be conclusive
evidence as to the necessity and propriety of changes an eir approval by the City Attorney.
Section 3.02
The Series 2005 Bonds shall be
titled "Recreational Facilities Gross Revenue Bond , Series 2005 (Highland National Project)",
shall be dated the date of issuance as the date of iginal issue and shall be issued forthwith on or
after such date as fully registered bonds in the f rm of Global Certificates unless and until
Replacement Bonds are made available as pr ided in Section 2.12. The Series 2005 Bonds
shall be numbered from R-1 upward. The obal Certificates for the Series 2005 Bonds shall
each be in the denomination of the entire 'ncipal amount maturing on a single date, or, if a
portion of said principal amount is prep d, said principal amount less the prepayment.
Replacement Bonds, if issued as prod ed in Secdon 212, shall be in the denomination of $5,000
each or in any integral multiple ther of of a single maturity. The Series 2005 Bonds shall mature
or be subject to mandatory redem 'on on October 1 in the years 20_ through 20_ in such
amounts as are agreed to by the ricing Committee pursuant to Section 3.01.
The Series 2(}OS Bonds shall be issued as TaY-Exempt Bonds to which a11 T�-
Exempt Bond provisions �id covenants herein sha11 apply.
Section .03 Purpose; Findings. The Series 2005 Bonds shall provide funds for
a current refunding e"Refunding") of the Prior Bonds, which were issued to finance the cost
of the Prior Improu ments. It is hereby found, deternuned and declazed that the Refunding is
pursuant to Mi sota Statutes, Section 475.67, Subdivision 3, clause (b), is consistent with the
covenants mad with the holders thereof, and is necessazy or desirable for the reduction of debt
service cost the municipality. The Series 2005 Bonds shall also provide funds to pay or
reimburse r the cost of bettering and improving the Highland National Project as an
improve ent to the Pazks and Recreation System of the City, to fund the Reserve Requirement
with re ect to the Series 2005 Bonds, to pay capitalized interest on the Series 2405 Bonds and
to p the costs of issuance thereof, with any excess to be used for any other purpose pernutted
by aw. The proceeds of the Series 2005 Bonds shall be deposited in the Accounts in Fund 325
as provided in Article IV. The total cost of the Refunding and of the Highland National Project
1811838v6 24
os - � sy
1 financed by the issuance of the Series 2005 Bonds, including all costs enumerated in Minnesota
2 Statutes, Section 475.65, is estunated to be at least equal to the amount of the Series 2005 Bonds
3 less the aznounts deposited in the Reserve Account or disbursed to pay costs of issuance of the
4 Series 2005 Bonds. Work on the Highland National Project has been completed.
5 Secrion 3.04 Interest. The Series 2005 Bonds shall be Fixed Rate Bonds, and
6 shall bear interest payable semiannually on April 1 and October 1 of each year (each, an"Interest
7 Payment Date"), commencing April 1, 2006, calculated on the basis of a 360-day yeaz of twelve
8 30-day months, at the respective rates per annum for each of the maturity years of the Series
9 2005 Bonds as agreed to by the Pricing Committee pursuant to Section 3.01.
10
Section 3.05 Redemption.
11 (A) Optional Redemntion. All Series 2005 Bonds maturiug after a date deterxnined by
12 the Pricing Committee shall be subject to redemption and prepayment at the option of the City on
13 such date and on any date thereafter at a price of paz plus accrued interest.
14 (B) Scheduled Mandatorv Redemption. Subject to the terms of Sections 2.02, 2.13
15 and 2.16, and as agreed to by the Pricing Committee as provided in Sections 3.01 and 3.02 and in
16 this Section, the Series 2005 Bonds shall be subject to scheduled mandatory redemption and
17 prepayment on each October 1 in the years and amounts determined by the Pricing Committee at
18 a price of par plus accrued interest.
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23
24
25
26
27
28
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32
33
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37
(C) General Redemption Provisions. Redemption may be in whole or in part of the
Series 2005 Bonds subject to prepayment. If optional redemption is in part, those Bonds
remaining unpaid may be prepaid in such order of maturity and in such amount per maturity
(treating amounts of term bonds scheduled for mandatory redemption on specified dates as
maturities) as the City shall determine. If only part of the Bonds having a common maturity date
are called far prepayment, the Global Certificates may be prepaid in $5,000 increments of
principal and, if applicable, the specific Non-Global Bonds to be prepaid shall be chosen by lot
by the Bond Registraz. Bonds ar 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.
Section 3.06 Deposits to Accounts: Disbursements. The proceeds of the Series
2005 Bonds shall be deposited in the Accounts created by Article IV as follows:
(a) to the Reserve Account, the Reserve Requirement;
(b) to the Project Account, all other proceeds of the Series 2005 Bonds.
The amounts deposited in the Accounts as provided above shall be disbursed or applied
as provided in Article IV.
Secrion 3.07 Letter of Representations; Other pocuments.
(A) The Depository for the Series 2005 Bonds shall be The Depository Trust
Company pursuant to the Letter of Representations approved below. Pursuant to the request of
1811838v6 25
1 fmanced by the issuance of the Series 2005 Bonds, inciuding all costs enumerated in Minne ota
2 Statutes, Section 475.65, is estimated to be at least equal to the amount of the Series 2005 onds
3 less the unounts deposited in the Reserve Account or disbursed to pay costs of issuanc of the
4 Series 2005 Bonds. Work on the Highland National Project has been compieted.
5 Section 3.04 Interest. The Series 2005 Bonds shall be Fixed Ra Bonds, and
6 shall beaz interest payable semiannuaily on April 1 and October 1 of each yeaz each, an "Interest
7 Payment Date"), commencing April 1, 2006, calculated on the basis of a 36 day year of twelve
8 30-day months, at the respeclive rates per annum for each of the maturity azs of the Series
9 2005 Bonds as agreed to by the Pricing Committee pursuant to Section .Ol.
10
Section 3.05 Redemption.
11 (A) Optional Redemption. All Series 2005 Bonds
12 shall be subject to redemption and prepayment at the option c
13 date thereafter at a price of paz plus accrued interest. /
ring after October 1, 2013,
City on such date and on any
14 (B) Scheduled MandatoryRedemption. Sub� ct to the terms of Sections 2.02, 2.13
15 and 2.16, and except as otherwise agreed to by the Pri ng Committee as provided in Sections
16 3.01 and 3.02, the Series 2005 Bonds maturing on O tober 1, 20_, are subject to redemption
17 and prepayment on each October 1 in the yeazs 20 through 20_, inclusive, at a price of paz
18 plus accrued interest in the amounts agreed to by he Pricing Committee.
19 (C) General Redem tion Provisio . Redempfion may be in whole or in part of the
20 Series 2005 Bonds subject to prepayment. optional redemption is in part, those Bonds
21 remaining unpaid may be prepaid in suc rder of maturity and in such amount per maturity
22 (treating amounts of term bonds sched ed for mandatory redemption on specified dates as
23 maturi6es) as the City sha11 determin . ff only part of the Bonds having a common maturity date
24 are called for prepayment, the Glo Certificates may be prepaid in $5,000 increments of
25 principal and, if applicable, the s cific Non-Global Bonds to be prepaid shall be chosen by lot
26 by the Bond Registraz. Bonds portions thereof called for redemption shall be due and payable
27 on the redemption date, and i erest thereon shall cease to accrue from and after the redemption
28 date.
29 Section .06 Deposits to Accounts; Disbursements. The proceeds of the Series
30 2005 Bonds shall be posited in the Accounts created by Article IV as follows:
31 (a) to the eserve Account, the Reserve Requirement;
32 (b) to e Project Account, all other proceeds of the Series 2005 Bonds.
33 '
34 as provi
35
36
37 ompa�
1811838v6
'amounts deposited in the Accounts as provided above shall be disbursed or applied
in Articie IV.
Section 3.07 Letter of Reuresentations; Other pocuments.
(A) The Depository for the Series 2005 Bonds shall be The Depository Trust
pursuant to the Letter of Representations approved below. Pursuant to the request of
25
o �.
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the Purchaser of the Series 2005 Bonds to the Depository, unmediately upon the original
delivery of the Series 2005 Bonds, the Purchaser will deposit the Global Certificates representing
a11 of said Bonds with the Depasitory or its agent. The Letter of Representations for the Series
2005 Bonds is hereby confirmed to be the Blanket Issuer Letter of Representations dated April
10, 1996, by the City and received and accepted by The Depository Trust Company. So long as
The Depository Trust Company is the Depository or it or its nominee is the Holder of any Globai
Certificate, the City shall comply with the provisions of the I.etter of Representations, as it may
be amended or supplemented by the City from time to time with the agreement or consent of The
Depository Trust Company.
10 (B) The Mayor, Clerk and Director, Office of Financial Services, aze hereby
11 authorized and directed to execute and deliver such other agreements, documents or certificates
12 as may be necessazy or desirable to effectuate the purposes of this Resolution, including a
13 Management Agreement, upon approval of the form thereof by the City Attorney. The Clerk and
14 other officers of the City are directed to provide to bond counsel, the Purchaser, and others as
15 appropriate, certified copies of this Resolution and other pertinent proceedings of the City. All
16 certificates provided by the City in connection with the authorization, issuance and delivery of
17 the Series 2005 Bonds shall be deemed representations of the City as to all matters stated therein.
18 Section 3.08 No Desienation of Qualified Tax-Exem t�Obli ag tions. The Series
19 2005 Bonds, together with other obligations expected to be issued by the City in 2005, exceed in
20 amount those which may be qualified as "qualified taY-exempt obligations" within the meaning
21 of Section 265(b)(3) of the Code, and hence are not designated for such purpose.
22 Section 3.09 NeQOtiated Sale. The City has retained Springsted Incorporated as
23 an independent �nancial advisar, and the City has heretofore deternuned, and hereby determines,
24 to sell the Bonds by private negotiation to the Purchaser, ail as provided by Minnesota Statutes,
25 Section 475.60, Subdivision 2(9).
26 Section 3.10 Continuin� Disclosure. The City is an "obligated person" with
27 respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12
28 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission")
29 pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure
30 Undertaking (the "Undertaking") hereinafter described, to:
31 A. Provide or cause to be provided to each nationally recognized municipal
32 securities information repository ("NRMSIR") and to the appropriate state information
33 depository ("SID"), if any, for the State of Minnesota, in each case as designated by the
34 Commission in accordance with the Rule, certain annual financial information and
35 operating data in accordance with the Undertaking. The City reserves the right to modify
36 from time to time the terms of the Undertaking as provided therein.
37 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
3$ or to the Municipal Securities Rulemaking Board ("MSRB") and (u) the SID, notice of
39 the occurrence of certain material events with respect to the Bonds in accordance with the
40 Undertaking.
1811838v6 26
0 5- �5�.
C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
or to the MSRB and (u) the SID, notice of a failure by the City to provide the annual
fmancial information with respect to the City described in the Undertaking.
4 The City agrees that its covenants pursuant to the Rule set forth in this Section
5 and in the Undertakiug aze intended to be for the benefit of the Holders of the Bonds and shall be
6 enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
7 covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
8 the covenants.
9 The Mayor and D'uector, Office of Financial Services, or any other officers of the
10 City authorized to act in their stead (the "Officers"), aze hereby authorized and directed to
11 execute on behalf of the City the Undertakina in substantially the form presented to the City
12 Council, subject to such modifications thereof or additions thereto as aze (i) consistent with the
13 requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
14 Section 3.11 Of�cial Statement. The City hereby consents to the distribution of
15 the Preliminary Official Statement and a final Official Statement in connection with the offering
16 and sale of the Bonds. The City hereby deems the Preliminazy Official Statement as final as of
17 its date within the meaning of Securities and Exchange Commission Rule 15c2-12 (the "Rule")
18 except for "Pemutted Omissions° (as defined in the Rule).
19 Section 3.12 No Proceeds of Prior Bonds. There are no remaining proceeds of
20 the Prior Bonds.
21 Section 3.13 Other Redemgtion Moneys. To the extent that proceeds of the
22 Series 2005 Bonds in the Project Account aze not sufficient to pay the redemption price of the
23 Prior Bonds, said redemption price shall be paid from moneys in the funds and accounts
24 established for the Prior Bonds.
25 Section 3.14 Prior Bonds; Securitv. Until retirement of the Prior Bonds, all
26 provisions heretofore made for the security thereof shall be observed by the City and all of its
27 officers and agents.
28 Section 3.15 Redemption of Prior Bonds. The Prior Bonds shall be redeemed
29 and prepaid on or after November 7, 2005, the precise date to be determined by the Treasurer
30 and consistent with the giving of 30 days notice of redemption, all in accordance with the terms
31 and conditions set forth in the Notice of Call for Redemption attached hereto as Exhibit C, which
32 terms and conditions are hereby approved and incorporated herein by reference. A Notice of
33 Call for Redemption in substantially such form shall be given to the Bond Registrar for the Prior
34 Bonds, being the Treasurer of the City, at least forty-five (45) days prior to the redemption date,
35 and said Bond Registrar sha11 mail notice of redemption of the Prior Bonds not less than thirty
36 (30) days prior to the redemption date.
37 Section 3.16 Consideration of Appropriafion to Restore Reserve Account. If
38 amounts in the Reserve Account have been expended in the payment of the Series 2005 Bonds,
39 or if they appear likely to be so expended in the ensuing year, the Mayor of the City will include
40 the amount necessary to restore the Reserve Account to the Reserve Requirement for the Series
18ll838v6 27
0���5�'
1 2005 Bonds from amounts that do not constitute Revenues in his or her annual budget
2 recommendation to the governing body of the City, and the governing body of the City will
3 consider such recommendation in its adoption of a budget for the ensuing fiscal yeaz of the City.
4 If the goveming body of the City adopts the Mayor's recommendation, all amounts necessary to
5 restore the Reserve Account to the Reserve Requirement for the Series 2005 Bonds shall be
6 considered appropriated.
7 Such amounts appropriated shall be utilized only as a reserve for the Series 2005
8 Bonds, not for any other Bonds, and in that regazd shall be an"other source" within the meaning
9 of Section 6.03(B) with respect to the Series 2005 Bonds alone.
10 The City has no legal obligation to restore the Reserve Account to the Reserve
11 Requirement for the Series 2005 Bonds from amounts which aze not Revenues.
1811838v6 Za4
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Z
FUNDS AND ACCOLTNTS
�
5 (A) E�stingFunds. For the payment of principal of and interest on the Bonds,
6 there aze hereby recognized three (3) separate funds of the City's Division of Pazks and
7 Recreation heretofore created, to be maintained and operated as provided herein until all of the
8 Bonds are fully paid and retired, as follows, identified by their current City budget and
9 accounting fund numbers and names:
10 1. Fund 325, Pazks and Recreation Special Services Enterprise
11 2. Fund 380, Como Campus
12 3. Fund 391, Special Recreation Activifies
13
14
15
16
17
1$
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20
21
22
23
ARTICLE IV
These Funds shall be operated in accordance with the City's past practices, except as to the use of
Revenues for the payment or security of the Bonds and except as provided in this Resolution and
any Supplemental Resolution. The City may reorganlze its budget and accounting system,
rename and renumber its fixnds and accounts, or transfer specific activaties from or among the
Funds or to other funds and accounts, but the specific activities associated with the above three
Funds by the City's past practices shail wherever accounted for be activities relating to the
Recreational Facilities System and the fund in which the activity is budgeted and accounted shall
as to such activity be a Fund subject to this Resolution. See also the covenant set forth at Section
5.01(F).
(B) Intentionally Omitted.
Section 4.01 Funds and Accounts
24 (C) Funds Not Included. The following thirteen (13) separate funds of the City
25 or the City's Division of Parks and Recreation aze not Funds and Accounts as defined in this
26 Resolution, nor are their activities part of the Recreational Facilities System as defined in this
27 Resolution, identified by their current City budget and accounting fund numbers and names:
28
29
30
31
32
33
34
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Fund 001, General Fund
Fund 365, Pazks and Kecreation Special Projects
Fund 394, Municipal Athletic Associations
Fund 326, Rice and Arlington Sports Dome
Fund 399, Charitable Gambling Distributions
Fund 375, Street Tree Maintenance
Fund 729, Pazks and Recreation Private Donations
Fund 361, Japanese Gazden Trust
Fund 742, Hiller/Lois Hoffman Memorial
Fund 334, Midway Stadium
Fund 330, Watergate Marina
Fund 370, Supply and Maintenance
Fund 860, Parks Grants and Aids
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In any reorganization, renaming, renumbering or transfer of activities as set foith in 5ection
4.01(A), the activities associated with the thirteen (13) funds above in this Subsection (C) by the
City's past practices shall wherever accounted for be activities not relating to the Reczeational
Facilities System and the fund in which the activiry is budgeted and accounted shall as to such
activity not be a Fund subject to this Resolution.
(D) Other Funds and Accounts. A Supplemental Resolution may identify funds
and accounts which aze Funds and Accounts as defined in this Resolution and activities which
aze part of the Recreational Facilities System as defined in this Resolution.
Section 4.02 Project Account.
(A) There is hereby created and established a"Recreational Facilities Project
Account" within Fund 325.
(B) Into the Project Account there shall be paid the proceeds from the sale of
each series of Bonds, less the sum of (1) unused discount and accrued interest paid by the
Purchaser upon delivery, (2) the amount capitalized for the Reserve Account, and (3) capitalized
interest deposited in the Bond Account. A separate subaccount shall be created and established
within the Project Account in which shall be deposited the proceeds of any specific series of
Bonds, if the Supplemental Resolution authorizing the issuance of such series requires such a
separate subaccount. Proceeds of the Series 2005 Bonds in the Project Account shall be used in
part to redeem the Prior Bonds upon their redemption on or after November 7, 2005. From the
Project Account (or, if applicable, from a separate subaccount therein) shall be paid all costs of
the Improvements to be financed by the Bonds, including legal, engineering, financing and other
such expenses incidental thereto. There shall also be paid from the Project Account the costs of
issuance of each series of Bonds. The City may transfer from the Project Account to the Bond
Account, monthly, amounts required to provide for the payment of interest on a series of Bonds
during the period of construction of the Improvements financed by such series of Bonds, and in
such case the amount so transferred shall be credited against amounts otherwise required to be
transferred pursuant to Section 4.03(A) "First' ; provided, however, that any amount of the
proceeds of such series of Bonds deposited in the Bond Account upon issuance of such Bonds
(other than a Minimum Variable Rate Bond Amount) shall be used for that purpose before any
transfers are made from the Project Account.
32 (C) Any excess moneys remaining in the Project Account upon completion of the
33 applicable Improvements (and, as to the Series 2005 Bonds, the Refunding) shall be, at the
34 option of the City, applied to the payment of or reimbursement for the costs of any other
35 Improvements, or transferred to the Bond Account.
36 (D) Amounts described in Section 4.03(A) "Sixth" (2) shall be deposited in the
37 Project Account and applied to pay or reimburse for the costs of Improvements.
38 (E) Except as provided in subsection (F) below, earnings on amounts held
39 from time to time in the Project Account shall be transferred to the Bond Account.
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(F) Notwithstanding any provision of this Resolution or any Supplemental
Resolution to the contrary, all Excess Earniugs shall be transferred from the Project Account to
the Excess Earnings Account at such times and in such amounts as may be required to maintain
compliance, as to all Tax-Exempt Bonds, with the covenants expressed in Sections 5.02 and
5.04.
Section 4.03 Operation and Maintenance of Recreational Facilities Svstem.
7 (A) Into each Fund shall be paid all Revenues associated with the activities of
8 the Recreational Facilities System accounted for in such Fund, upon receipt, except as provided
9 in subsection (B) below. Subject to Section 4.03(E), from the Punds there shall be paid or
10 transferred the following amounts in the following order of priority:
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First, to the Bond Account, monthly, the amounts required to pay the Bonds, as
further specified in Section 4.04;
13 Second, in order, fust to make payments under an Interest Rate Swap Agreement,
14 second to each Credit Provider, monthly, the amounts required to be paid to such
15 Credit Provider pursuant to the applicable Credit Agreement, and third to each
16 Fiduciazy, monthly, the amount of its fees and expenses then due;
17 Third, to the Reserve Account, monthly, the amounts required to maintain the
18 balance on hand therein at the Reserve Requirement;
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Fourth, to pay all Current Expenses then due;
Fifth, Intentionally Omitted; and
Sixth, to pay any other amount then due with respect to the Recreational Facilities
System, including, in any order, (i) amounts required to pay debt service on
general obligation debt of the City incurred to finance Improvements, (2) amounts
required to pay the costs of any Improvement or major repair not financed by
Bonds or other debt, or (3) to make any other payment or transfer authorized by
law.
(B) Unless Revenues of the remainder of the Recreational Facilities System
exceed ten (10) times maYimum annual interest and premium, if any, on and principal of all the
Bonds, Revenues of the kind described in clause (c) of the definition of "Revenues" in Section
1.01 shall be (1) deposited in the Project Account to pay or reimburse for the costs of
Improvements, (2) deposited in the Bond Account to pay the principal of, premium, if any, and
lnterest on the Bonds, or (3) transferred to other accounts of the City to pay general obligation
debt incurred by the City to pay the costs of Improvements.
(C) Intentionally Omitted.
(D) Notwithstanding any provision of this Resolution or any Supplemental
Resolution to the contrary, Excess Earnings shall be transferred from the Funds to the Excess
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1 Eanungs Account at such times and in such amounts as may be required to maintain compliance,
2 as to all TaY-Exempt Bonds, with the covenants expressed in Sections 5.02 and 5.04.
3 (E) The payments and transfers required to be made from the Funds by this
4 Section 4.03 shall be made from the Funds in the following order of priority for each of the six
5 (6) purposes set forth in subsection (A): fust from Fund 325, then from the other Funds in the
6 order presented in Section 4.01(A).
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Section 4.04 Bond Account
8 (A) There is hereby created and established a"Recreationai Facilities Debt
9 Service Account° (referred to herein as the "Bond Account") within Fund 325, into which there
10 shall be credited and to which there is hereby urevocably pledged from the Revenues of the
11 operation of the Recreational Facilities System, monthly a sum equal to:
12 (1) for all Fixed Rate Bonds, an amount equal to the sum of (a) one-twelfth
13 (1/12) of the total principal to become due on all Pzincipal Payment Dates for a11 series of
14 Fixed Rate Bonds during the ensuing twelve (12) months; and (b) an amount equal to
15 one-sixth (1/6) of the total interest to become due on the next Interest Payment Date, on
16 all series of Fixed Rate Bonds; and
17 (2) for a11 Variable Rate Bonds, an amount equal to the sum of (a) one-twelfth
18 (1/12) the total principal to become due on all Principal Payment Dates for all series of
19 Vuiable Rate Bonds during the ensuing twelve (12) months; and (b) the amount of
20 interest paid or accrued during the preceding month on all series of Variable Rate Bonds;
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provided, however, (i) that no further payments need be made to the Bond Account on account of
a series of Bonds when the moneys held therein aze sufficient for the payment of all principal
and interest due on such series of Bonds on and prior to the next maturity or redemption date,
and (ii) for the period immediately subseguent to the issuance of any series of Bonds, there shall
be credited against the monthly amounts due on account of such series the sum deposited in the
Bond Account from the proceeds of such series of Bonds as accrued interest, unused discount,
premium and capitalized interest, excluding any deposit made as the Minimum Variable Rate
Interest Amount, and (iii) for the period immediately subsequent to the issuance of any series of
Bonds and prior to the first Interest Payment Date, the amount set forth in clause (1)(b) above
shall be equal to the amount of interest due on the Bonds on the first Interest Payment Date
divided by the number of months between the issuance of such series of Bonds and the first
Interest Payment Date. No money shall be paid out of said Account except to pay principal,
premium, if any, and interest on the Bonds, to correct any misappiication of funds and to make
transfers to the Excess Eaiviugs Account.
(B) There shall be credited to and deposited in the Bond Account each of the
following:
(1) to the extent provided in a Supplemental Resolution, the accrued interest
and unused discount, if any, paid by the Purchaser of a series of Bonds upon delivery
thereof;
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(2) from the proceeds of a series of Bonds, the aznount determined by the City
to be necessary or desirable to capitalize interest on such series of Bonds for an initial
period not exceeding the period pernritted by law; and
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(3) from the proceeds of a series of Variabie Rate Bonds, the Minimum
Variable Rate Interest Amount attributable thereto.
(C) The City shall immediately deposit in the Bond Account, from Revenues,
any amount required to pay the principal of and premium, if any, and interest on all Bonds when
due on any Principal Payment Date or Interest Payment Date to the extent such amounts have not
theretofore been deposited in the Bond Account from Revenues or transferred to the Bond
Account from the Reserve Account. In addition, the City shall deposit in the Bond Account,
from Revenues, any amount required to maintain the Minunum V ariable Rate Interest Amount
for a series of Variable Rate Bonds, after giving effect to the monthly deposit provided for in
Secuon 4.03(A) "First" and Section 4.04(A).
14 (D) Notwithstanding any provision of this Resolution or any Supplemental
15 Resolution to the contrary, Excess Earnings shall be transferred from the Bond Account to the
16 Excess Earnings Account at such times and in such amounts as may be required to maintain
17 compl'aance, as to all Tax-Exempt Bonds, with the covenants expressed in Sections 5.02 and
18 5.04.
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Section 4.05 Reserve Account
(A) There is hereby created and established a"Recreational Facilaties Debt
Service Reserve Account" (refened to herein as the "Reserve Account") within Fund 325.
Moneys or a Credit Facility equal to the Reserve Requirement shall be deposited into the
Reserve Account in connection with the issuance of Bonds, and other amounts shall be deposited
in the Reserve Account as provided in Section 4.03(A) "Third". The Reserve Account shall be
drawn upon only when and if moneys in the Bond Account aze insufficient on a Principal
Payment Date or on an Interest Payment Date to pay the principal of, and premium, if any, and
interest on the Bonds payable from the Bond Account, or when otherwise pernutted by this
Section 4.05.
29 (B) Moneys in the Reserve Account may be withdrawn therefrom and applied
30 to the payment of the latest installments o£ principal on a series of Bonds if the amount
31 remaining in the Reserve Account after each such withdrawal is not less than the Reserve
32 Requirement then in effect for all other series of Bonds then outstanding.
33 (C) Moneys in the Reserve Account may be used to prepay Bonds, when such
34 prepayment will reUre a11 of the Bonds then outstanding.
35 (D) Investments held for the credit of the Reserve Account shall be valued (as
36 provided in Section 4.09) as of the last day of each Fiscal Year, and as of the first day of the
37 month preceding the month in which each series of Additional Bonds are issued. For the
38 purpose of determining whether the Reserve Requirement is being maintained, the securities heid
39 for the Reserve Account shall be assumed to have the value established on the most recent
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1 valuation date, and any Credit Facility held for the credit of the Reserve Account shall be valued
2 at the lesser of its stated amount or the remaiuing amount which may be drawn thereunder.
3 (E) Notwithstanding any provision of this Resolution or any Supplemental
4 Resolution to the contrary, Excess Earnings shall be transfened from the Reserve Account to the
5 Excess Earniugs Account at such times and in such amounts as may be required to maintain
6 compliance, as to ali Tax-Exempt Bonds, with the covenants expressed in Sections 5.02 and
7 5.04.
8 (� Except as provided in subsecuon (E) above, earnings on investments held
9 for the credit of the Reserve Account shall be transfened to the Bond Account no less often than
10 annually. The balance of funds on hand in the Reserve Account shall at a11 times be maintained
11 in an amount equal to the Reserve Requirement, and accordingiy, the City shall transfer money
12 from the Funds to the Reserve Account in an amount sufficient to cure any deficiency in the
13 Reserve Fund as further provided in Section 4.03(A).
14 (G) Whenever the moneys in the Reserve Account exceed the Reserve
15 Requirement after giving effect to any withdrawal made pursuant to other subsections of this
16 Section 4.05, such excess may be transferred to the Bond Account, and either (1) credited against
17 the transfers next due to be made from the Funds, or (2) applied to the purchase or prepayment of
18 Bonds.
19 (H) The City may deposit a Credit Facility in the Reserve Account in lieu of
20 cash either at the time a series of Bonds is originally issued, or at any time thereafter, subject to
21 the following conditions:
22 (1) the proceeds of each such Credit Facility must be available for the
23 purposes and at the times required far the purposes of the Reserve Account;
24 (2) in calculating whether the amount then held in the Reserve Account is
25 equal to the Reserve Requirement, each Credit Facility held therein sha11 be valued at its
26 stated amount, or, if less, the amount which remains available thereunder;
27 (3) if a Credit Facility will replace cash in the Reserve Account to satisfy the
28 Reserve Requirement for one or more series of Bonds then outstanding, the subsUtution
29 of the Credit Facility must not resuit in a lowering of the rafing(s) then in effect for such
30 series of Bonds; and
31 (4) the Credit Facility must provide that it may be drawn upon prior to its
32 stated expiration or termination date if the City either fails to provide a replacement or
33 new Credit Facility or fails to deposit cash to replace the Credit Facility, as further
34 provided in this subsection (H).
35 Upon deposit of a Credit Facility in the Reserve Account to replace cash then held therein, the
36 amount so replaced shall be transferred to the Project Account and apglied to pay the costs of
37 Improvements. On or before the date of expiration or ternunation of a Credit Facility held for
38 the Reserve Account, the City shall promptly replace the Credit Facility with either a new Credit
39 Facility which satisfies the conditions expressed in clauses (1) through (4) above, or with cash;
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provided that such replacement may be, at the City's option, partially by the deposit of cash and
partially by a new Credit Facility.
Section 4.06 Excess Eazuings Account.
S (A) There is hereby created a"Recreational Facilities Excess Earnings Account"
6 within Fund 325. The City shall deposit in the Excess Earnings Account, within thirty (30) days
7 after the last day of the Bond Year for each series of Tax-Exempt Bonds, all Excess Earnings
8 attributable to such series of Taic-Exempt Bonds; and for purposes of making such deposits the
9 City shall transfer from the Project Account, Reserve Account, Bond Account and Funds to the
10 Excess Eamings Account a sum equal to the Excess Eamings attributable to sums held in each
11 such other Fund or Account as "gross proceeds" of TaY-Exempt Bonds, as defined in and under
12 Section 148 of the Code.
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(B) The City shall, within thirty {30) days after the last day of the Bond Year for
each series of Tas-Exempt Bonds, prepare and file a report with respect to the Project Account,
Reserve Account, Bond Account and Funds setting forth the total amount invested during the
preceding Bond Year, the investments made with the moneys in the Project Account, Reserve
Account, Bond Account and Funds and investment earnings (and losses) resulting from such
investments. Such records shall be retained for the period required by Section 148 of the Code.
19 (C) The City shall remit sums in the Excess Earnings Account to the United
20 States Treasury as payment of rebatable azbitrage as required by Section 148 of the Code
21 together with any additional amount then held in any Fund or Account required to bring the total
22 amount of such remittance to the correct Rebate Amount.
23 (D) The City may at any time transfer to any Fund or Account any amount
24 held in the Excess Eanungs Account which the City deternunes is in excess of amounts required
25 to be paid to the United States as rebatable arbitrage.
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Section 4.07 Insufficient Amounts. In the event that the moneys in the Bond
Account sha11 be insufficient at any particular time to pay the principal then due and interest then
accrued on all Bonds payable therefrom, and such deficiency cannot be cured by withdra�vals
from the Reserve Account or from some other source, said moneys sha11 first be applied to the
payment pro rata of the accrued interest on all such Bonds, payable over a period ending on April
1 or October 1, as appropriate, and any balance shall be applied in payment pro rata of the
principal then due on a11 such Bonds; provided that if it shail ever be deternuned by a court of
competent jurisdiction while any such Bonds remain outstanding that the sums available and to
become available for the payment of the principal thereof and interest thereon are insufficient
whether or not then due, then the moneys in the Bond Account sha11 be applied in payment of all
principal then outstanding whether or not then due and the interest accrued thereon to the date of
payment ratably according to the aggregate amount thereof without any preference or priority.
Section 4.08 Other Account Provisions
(A) Revenues in excess of those required far the foregoing purposes may be
used for any purpose authorized by law.
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(B) If in any month the moneys on hand in any Account are insufficient for the
purposes hereof, the deficiency shall be made up in the following month or montl�s after
payments for other purposes having a prior claim on Revenues have been made in full.
(C) All money held in the Excess Earnings Account, Bond Account and
Reserve Account created by this Resolution shall be kept separate and apart from all other City
funds and accounts.
Sec6on 4.09 Investments
(A) Moneys held from time to time in any Account may be invested by the
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City in any investment then pernutted by Minnesota law, and, to the extent applicable, by federal
law.
(B)
(1)
Investments shall be valued as follows:
investments maturing within one (1) yeaz or less shall be valued at paz;
13 (2) investment agreements or similaz instruments which may be liquidated at
14 par shall be valued at paz regardiess of maturity;
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(3) investments maturing after one (1) year shall be valued at cost; and
(4) investments purchased at a discount or pzemium shall be valued on the
basis that such discount is included in cost, or such premium is amortized, in equal
installments for each year to elapse until the stated maturity of the investments;
rovided, that for the purposes of caiculating Excess Earnings and Rebate Amounts and amounts
held or deposited in the Reserve Account attributable to Taa�-Exempt Bonds, investments sha11 be
valued as required by Secfion 148 of the Code.
(C) Amounts held for the credit of each Account shall be invested to mature at
such time or times as may be necessary to assure that the funds so invested will be available for
the purposes of such Account, when needed; provided that amounts held for the credit of the
Reserve Account and attributable to the Reserve Requirement for a series of Bonds may be
invested at the discretion of the Treasurer of the City for a term not exceeding the term of such
series of Bonds.
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ARTICLE V
COVENANTS
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Section 5.01 Covenants. For the protection of the Holders of the Bonds, the
City herein covenants and agrees to and with the Holders thereof from time to time as follows:
(A) It will at all times adequately maintain and efficiently operate the
Recreational Facilities System. It will from time to time make all needful and proper
repairs, replacements, additions and betterments to the equipment and facilities of the
Recreational Facilities System so that it may at all times be operated properly and
advantageously, and whenever any equipment of the Recreational Facilities System shall
have been worn out, destroyed or otherwise become insufficient for proper use, it shall be
promptly replaced or repaired so that the value and efficiency of the facilities shall be at
all times fully maintained and its Revenues unencumbered by reason thereof.
(B) The City will establish, maintain and collect such chazges and rates for the
Recreational Facili6es System as will meet the requirements of Section 10.11.2 of the
Charter and as will produce Revenues annually equal to at least two and one-half (2.5)
times maacunum annual interest and premium, if any, on and principal of all Bonds. The
City shall pay the reasonable cost of operation, repair and maintenance of the
RecreaUonal Facilities System, and, from Revenues, provide sufficient money to make
the required appropriations to the various Funds and Accounts established herein. The
City wiil review the schedule of rates and chazges for the Recreational Facilities System
at least annually. Nothing in this Section 5.01 sha11 be construed to limit the discretion of
the City to enter into, or later modify, amend or terminate, contracts for the use of the
Recreational Facilities System.
(C) The City may sell, lease, mortgage, trans£er, convey, assign or dispose of
(each such event herein referred to as a"Transfer") a portion of the Recreational
Facilities System or property of any nature relating thereto if such transaction will not
materially adversely impair the operating efficiency of the Recreational Facilifies System
so long as the Revenues for the two (2) preceding Fiscal Years as adjusted to eliminate
Revenues derived from the portion of the Recreational Facilities System subject to such
Transfer exceed five (5) times maYimum annual interest and premium, if any, on and
principal of all Bonds. Further, the City may sell or dispose of, at fair market value, any
non-revenue-producing real estate, non-revenue-producing equipment or other
non-revenue-producing properties which in the judgment of the City have become
unnecessary, uneconomical or inexpedient to use in connection with the Recreational
Facilities System. The proceeds of any sale, transfer or disposition of Recreational
Facilities System property (all of which are Revenues as provided in clause (c) of the
definition thereofj shall be deposited or applied as provided in Section 4.03(B). The City
may sell all or substantially all of the Recreational Facilities System if simultaneously
with or priar to such sale all outstanding Bonds are dischazged as provided in Section
7.03.
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(D) It shall cause to be kept proper books, records and accounts adapted to the
Recreational Facilities System sepazate from other accounts of the City. The City's
comprehensive annual financial report shall include the Funds and the Accounts therein,
and a copy of that report shall be furnished, without cost, to the Purchaser of any series of
Bonds herein authorized_ If the City fails to provide such report within a reasonable time
after the end of said fiscal yeaz, the Holders of twenty percent (20%) or more of the
outstanding Bonds may cause an audit of the Recreational Facilities System accounts to
be made at the expense of the City. The expense of preparing such audit shall be paid as
current operating expenses of the Recreational FacIlities System. The Purchaser of any
series of Bonds and the IIolders thereof, or their duly appointed representatives, from
Ume to time shall have the right, at all reasonable times, to inspect the Recreational
Facilities System and to inspect and copy the books, records, accounts and data relating
thereto. The City agrees to furnish copies of such audit, without cost, to any Holder or
Holders of the Bonds at their request within a reasonable time after the end of each Fiscal
Year.
16 (E) It will faithfully and punctually perform all duties with reference to the
17 Recreational Facilities System required by the City Charter, the Constitution and laws of
18 the State of Minnesota and this Resolution.
19 (� If the City shall ternunate any specific activity that is budgeted and
20 accounted for in the Funds as of the date of this Resolution (either through a Transfer
21 permitted by Section 5.01(C) or otherwise) and thereafter resumes such specific activity,
22 a11 revenues from such resumed activity shali be deemed to be Revenues of the
23 Recreational Facilities System within the meaning of this Resolution whether or not such
24 activity is operated by the City's Division of Parks and Recreation, and the City shall
25 establish such accounts or funds as may be necessary and prudent to account for such
26 revenues, and such revenues shall be irrevocably pledged in the same manner as all other
27 Revenues pursuant to 5ection 4.03(A).
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(G) Minnesota Statutes, Section 471.191, pernuts the City to levy ta7ces for the
operaUon and maintenance of the Recreational Facilities System when gross revenues
have been pledged to the payment of Bonds. If it appears that in the upcoming fiscal year
Revenues will not be sufficient both to pay debt service on the Bonds and to pay the costs
of operating and maintaining the Recreational Facilifies System, the City hereby
covenants to levy taz�es in an amount that, together with estimated Revenues, is sufficient
to pay both debt service on the Bonds and the costs of operation and maintenance of the
Recreational Facilities System, and to use such tases for the operation and maintenance
of the Recreational Facilities 5ystem.
Section 5.02 Taz Covenants
The following special covenants of the City apply only to Ta�-Exempt Bonds.
39 (A) Notwithstanding anything to the contrary herein, moneys in the Excess
40 Earnings Account and the Accounts and Funds, in that order, shall be used to pay any rebate of
41 excess investment earnings on gross proceeds of Tazc-Exempt Bonds (and, if applicable, any
isiisss�v 38
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actual or imputed eamings on Excess Eanungs amounts) required to be paid to the United States
in order to maintain the exclusion from gross income under Section 103 of the Code of the
interest on the Tas-Exempt Bonds.
(B) No portion of the proceeds of any series of Ta�-Exempt Bonds shall be used
directly or indirecfly to acquire lugher yielding investments or to replace funds which were used
direcfly or indirectly to acquire higher yielding investments, except (1) for a reasonable
temporary period until such proceeds are needed for the purpose for which the Bonds were
issued, (2) as part of a reasonably requized reserve or replacement fund not in excess of ten
percent (10%) of the proceeds of the Bonds (or in a higher amount which the City establishes is
necessary to the satisfaction of the Secretazy of the Treasury of the United States), and (3) in
addition to the above in an amount not greater than the lesser of five percent (5%) of the
proceeds of the Bonds or $100,000. To this end, any proceeds of Tax-Exempt Bonds and any
sums from time to time held in the Project Account, Reserve Account or Bond Account (or any
other City account which will be used to pay principal or interest to become due on the Ta7c-
Exempt Bonds payable therefrom) in excess of amounts which under then-appiicable federal
azbitrage regulations may be invested without regard to yield sha11 not be invested at a yield in
excess of the applicable yield restrictions imposed by said arbitrage regulations on such
investnnents after taking into account any applicable "temporary periods", minor portion or
reserve made available under the federal azbitrage regulations. Money in the Funds and
Accounts shall not be invested in obligations or deposits issued by, guaranteed by or insured by
the United States or any agency or instrumentality thereof if and to the extent that such
investment would cause a series of Tax-Exempt Bonds to be "federally guaranteed" within the
meaning of Section 149(b) of the Code. The proceeds of Tax-Exempt Bonds shali not be
invested in other talc-exempt obligations the interest on which is subject to alternative minimum
tax under the Code, unless the City has received an opinion of bond counsel to the effect that
such investment will not jeopazdize the taac-exempt status of the Taac-Exempt Bonds.
27 Section 5.03 Nes;ative Covenant as to Use of Improvements. The City hereby
28 covenants not to use the proceeds of Tas�-Exempt Bonds or to use the Improvements or Prior
29 Improvements, ar to cause or pernut them or any of them to be used, or to enter into any deferred
30 payment arrangements for the cost of the Improvements, in such a manner as to cause the Ta�-
31 Exempt Bonds to be "private activity bonds" within the meaning of Sections 103 and 141
32 through 150 of the Code, unless such TaY-Exempt Bonds are issued, and the proceeds thereof
33 applied, in full compliance with the provisions of the Code applicable to "private activity bonds".
34 The City reasonably expects that no actions will be taken over the term of the Series 2005 Bonds
35 that would cause them to be private activity bonds, and the average term of the Series 2005 ,
36 Bonds is not longer than reasonably necessazy for the governmental purpose of the issue.
37 Section 5.04 Ta1c-Exempt Status of the Bonds; Rebate; Elections. The City
38 shall comply with requirements necessazy under the Code to establish and maintain the exclusion
39 from gross income under Secflon 103 of the Code of the interest on all series of T�-Exempt
40 Bonds, including without limitation requirements relating to temporary periods for investments,
41 limitations on amounts invested at a yield greater than the yield on the Tax-Exempt Sonds, and
42 the rebate of excess investment earnings to the United States.
1811838v6 39
0 5° g5�
1 The City expects that the two-year expenditure exception to the rebate
2 requirements may apply to the construction proceeds of the Series 2005 Bonds.
3 If any elections are available now or hereafter with respect to arbitrage or rebate
4 matters relating to the TaY-Exempt Bonds, the Mayor, Clerk, Treasurer and D'uector, Office of
5 Financial Services, or any of them, aze herehy authorized and directed to make such elections as
6 they deem necessary, appropriate or desirable in connection with the Tax- Exempt Bonds, and all
7 such elections shall be, and shall be deemed and treated as, elections of the City.
8 Section 5.05 Covenant with Holders. Each and all of the tezms and provisions
9 of this Resolution as from time to time supplemented shall be and constitute a covenant on the
10 part of the City to and with each and every Holder from time to time of the Bonds issued
11 hereunder, except as may otherwise be provided with respect to a series of Bonds by a
12 Supplemental Resolution. Supplemental Resolutions may contain terms and provisions which
13 shall be and constitute a covenant to and with only each and every Holder from time to time of
14 the of Bonds issued pursuant to the particular Supplemental Resolution.
isiisss�5 40
1 ARTICLE VI
2
3 ADDTTIONAL BONDS; REFUNDING
4
5 BONDS; OTHER REVENUE OBLIGATIONS
6 Section 6A1 Additional Bonds; Other Revenue Oblieations.
��
7 (A) The Bonds issued hereunder shall be a fust charge and lien upon the
8 Revenues of the Recreationai Facilities System. Except as permitted by this Section and by
9 Section 6.02, no additionai obligations payable from the Revenues of the Recreational Facilities
10 System shall be hereafter issued unless the lien on Revenues securing such additional revenue
11 obligations is expressly made a junior and subsequent lien upon Revenues and the City
12 covenants to make rates and chazges of the Recreational Facilities System sufficient to timely
13 pay such additional revenue obligations. Nothing in this Section shall be construed to preclude
14 the City from applying excess Revenues to the payment of generai obligations of the City as
15 provided in Section 4.03(A) "Sixth".
16
17
18
19
20
21
22
23
24
25
26
27
28
(B) Except as provided in Section 6.02, no additional revenue obligations
("Additional Bonds") payable from the Revenues of the Recreational Facilities System on a
parity of lien with the then-outstanding Bonds shall be hereafter issued unless the annual
Revenues of the Recreational Facilities System for each of the two (2) completed Riscal Years
immediately preceding the issuance of such Additional Bonds shall have been five (5) times the
masimum annual principal and interest coming due thereafter on a11 Bonds (including the
Addifional Bonds) having a parity of lien upon Revenues. A finding of sufficiency of Revenues
£or the issuance of Addifional Bonds shall be shown by a certificate issued by the Director,
Office of Financial Services, the Superintendent of the Division of Parks and Recreation, or the
City Budget Director, or by an independent consulfing engineering firm knowledgeable in such
matters and shall be a finding of and recited in the resolution of the City authorizing such
Additional Bonds. For the purposes of the foregoing test, the following special provisions shall
apply:
29 (1) ff the Additional Bonds to be issued will be Variable Rate Bonds, (i) the
30 City shall provide a Credit Facility for liquidity by a Credit Provider whose long term
31 debt rating by Standazd & Poor's Coiporation is A or better if the Additional Bonds are
32 subject to purchase mandatorily or upon tender and (ii) the calculation of maz�imum
33 annual principal and interest shall assume that such Additional Variable Rate Bonds bear
34 interest at the highest interest rate pernutted by the terms of the Additional Variable Rate
35 Bonds and related Supplemental Resolution; provided that other or different assumptions
36 may be used if necessary to obtain an investrnent grade credit rating for the Variable Rate
37 Bonds, or to maintain the credit rating(s) then in effect for the Bonds then outstanding.
38 (2) If the Additional Bonds to be issued will be Adjustable Rate Bonds, (i) the
39 City shall provide a Credit Facility for liquidity by a Credit Frovider whose long term
40 debt rating by Standard & Poor's Corporation is A or better if the Additional Bonds are
41 subject to purchase mandatorily or upon tender and (ii) the calculation of masimum
42 annual principal and interest shail assume that such Adjustable Rate Bonds bear interest
1811838v6 41
0�—���!;
e
1 at the maximum rate pernutted by the terms of the Additional Adjustable Rate Bonds and
2 related Supplemental Resolution; provided that other or different assumptions may be
3 used if necessary to obtain an investment grade credit rating for the Adjustable Rate
4 Bonds or to maintain the credit rafing(s) then in effect for the Bonds then outstanding.
5 (3) If the Additional Bonds are subject to mandatory purchase or are to be
6 purchased upon tender by the Holders thereof, any Revenues required to be segregated or
7 set aside by the City to fulfill its purchase obligation shall be deemed additional debt
8 service on the related series of Bonds in the amounts and at the umes such amounts are
9 required to be so set aside.
10 (4) If the Additional Bonds to be issued will be Temporary Bonds, the
11 calculation of masimum annual principal and interest shall assume either:
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
(a) that principal and interest will be paid at the times and at the interest rate
specified in the related Commitment;
or, at the election of the City,
(b) that principal and interest will be patd on a level debt service basis over a
period of ten (10) years from the maturity or mandatory purchase date for
the series of Temporary Bonds, and that the series of Temporary Bonds
will beaz interest from and after that date at the then-prevailing interest
rates for recreational facilities revenue bonds of comparable credit quality,
taking into account whether such Bonds aze Ta7cable Bonds or Tax-
Exempt Bonds;
provided, that other or different assumptions may be used if necessary to obtain an
investment grade credit rafing for the Temporary Bonds or to maintain the credit rating(s)
then in effect for the Bonds then outstanding.
(C) In addition to the requirements of subsection (B) above, the following
conditions shall be met prior to the issuance of each series of Additional Bonds:
27 (1) The payments required to be made (at the time of the issuance of such
28 Additional Bonds) into the various Funds and Accounts provided for in this Resolution
29 shali have been made.
30 (2) The proceeds of such Additional Bonds shali be used only for the purpose
31 of (1) making Improvements to the Recreational Facilities System, and capitalizing
32 interest or establishing reserves and paying costs of such financing, ar(2) refunding (or
33 advance refunding) Bonds or any other bonds or obligations issued to finance the
34 Recreafional Facilities System, and capitalizing interest or making a deposit to the
35 Reserve Account and paying the costs of such financing (provided that bonds which
36 refiznd Bonds may instead derive their parity lien status from Section 6.02).
37 (D) The conversion of Variable Rate Bonds or Adjustable Rate Bonds to Fixed
38 Rate Bonds shall not be treated as the issuance of Additional Bonds subject to the requirements
1811838v6 42
f � � �e
�� �A �`Y
1 of subsection (B) above unless the interest rate to be bome by such Bonds from and after the date
2 of conversion will exceed the rate or masimum rate taken into account for the purposes of
3 subsection (B), clauses (1) or (2).
4 Section 6.02 Refunding Bonds.
5 (A) The City also reserves the right and privilege of issuing Additionai Bonds if
6 and to the extent needed to refund maturing Bonds payable from Revenues of the Recreational
7 Facilities System in case the moneys in the Bond Account are insufficient to pay the same at
8 maturity, which refunding Addifional Bonds may be on a parity with other Bonds as to interest
9 payments, but shall mature subsequent to all the Bonds which aze payable from the Revenues
10 and which aze outstanding upon issuance of the refunding Additional Bonds. This Section shall
11 not apply to Additional Bonds issued to refund Temporazy Bonds.
12 (B) The City further reserves the right and privilege of issuing Additional Bonds
13 payable from the Revenues of the Recrea6onal Facilities System to refund or advance refund all
14 or any portion of the Bonds (or any series thereo fl then outstanding if the aggregate principal and
15 interest to become due in any Fiscal Year after the issuance of such refunding or advance
16 refunding Additional Bonds (after deducting any principal or interest to be paid from a refunding
17 escrow or defeasance escrow) will not be more than the principal and interest which would have
18 been due in any future Fiscal Year if such refunding or advance refixnding Additional Bonds had
19 not been issued.
20 Section 6.03 Partial Paritv; Other Sources.
21 (A) Partial Paritv. Bonds or series of Bonds may.have a parity of lien against
22 Revenues as to only a portion of the principal or interest thereon or during a specified period and
23 be considered "pazity bonds" as to such portion or during such period.
24 (B) Other Sources. Bonds or series of Bonds may have a parity of lien against
25 Revenues and be considered "parity bonds" even if there are sources of payment (such as (1) a
26 Credit Facility, (2) a pledge of the full faith and credit of the City, or (3) a crossover advance
27 refunding escrow) which are not availabie to pay all Bonds or series of Bonds. Such sources of
28 payment shall be applied to the Bonds or series of Bonds to which they relate, and shall be
29 applied as provided therefor whether before or after the applfcaUOn of Revenues to the payment
30 of Bonds.
1811838v6 43
n 5° �5�
ARTICLE VII
2
OTHER PROVISION5
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
Section 7.01 Suit by Bondholders. The Holders of fifty-one percent (51%) or
more in aggregate principal amount (which, in the case of Capital Appreciation Bonds, shall be
thear Accreted Value as of the most recent date of deternunation) of all Bonds issued under this
Resolution as from ume to time supplemented and at any time outstanding may, either at law or
in equity, by suit, action, or other proceedings, protect and enforce the rights of all Holders of
Bonds issued hereunder and then outstanding or enforce or compel the perfortnance of any and
all of the covenants and duties specified in this Resolution to be performed by the City or its
ofFicers and agents, including the fixing and maintaining of rates and chazges and the collec6on
and proper segregation of revenues and the application and use thereof.
Section 7.02 Amendznents. No change, amendment, modification or alteration
shall be made in the covenants made with Holders of the Bonds authorized by this Resolution as
from time to time supplemented without the consent of the Holders of not less than sixty percent
(60%) in aggregate principal amount (which, in the case of Capital Appreciation Bonds, shall be
their Accreted Value as of the most recent date of deternunation) of all Bonds then outstanding;
provided that changes, amendments, modificafions and alterations may be made without such
consentin orderto:
(A) cure any ambiguity or formal defect or omission herein, or
(B) provide for the issuance of Additional Pariry Bonds or Refunding Bonds
as pernutted by Article VI, or
(C) preserve the exclusion from gross income of interest on the TaY-Exempt
Bonds under Section 103 of the Code, or
(D) make any change reasonably necessazy to preserve the rating then in effect
for any or all series of Bonds then outstanding, or to obtain an investment grade rating for
a series of Additional Bonds, or to obtain a Credit Facility for the benefit of the Holders
of all or a portion of the Bonds of a series, or
(E)
(F)
increase the debt service coverage ratio specified in Section 6.01(B), or
make any other change which would not materially prejudice the Holders
of outstanding Bonds,
32 provided further, however, that nothing herein contained shall permit or be construed as
33 permitting (i) an extension of the maturity of the principal of ar the interest on any Bonds, or (ii)
34 a reduction in the principal aznount of any Bond or the rate of interest thereon, or (iii) a privilege
35 or priority of any Bond or Bonds over any other Bond or Bonds except as otherwise provided
36 herein, or (iv) a reduction in the aggregate principal amount of Bonds required for consent to any
37 change, amendment, modification or alteration, or (v) the creation of any lien ranking prior to or
38 on a parity with the lien of such Bonds, except as herein expressly permitted, or (vi) a
39 modification of any of the provisions of this Secflon 7.02, unless for any such change the consent
1811838v6 �
��°aj�:
1 of the Holders of one hundred percent (100%) of the principal amount (which, in the case of
2 Capital Appreciation Bonds, shall be their Accreted Value as of the most recent date of
3 determination) of Bonds outstanding is fust obtained.
4
5 Section 7.03 Discharee. When all Bonds issued under this Resolution as from
6 time to time supplemented have been discharged as provided in this pazagraph, all pledges,
7 covenants and other rights granted by this Resolution to the Holders of the Bonds shall cease.
8 The City may discharge all or a portion of Bonds which aze due on any date by depositing with a
9 paying agent or an escrow agent (which paying agent or escrow agent shall not be an officer of
10 the City) for such Bonds on or before that date a sum sufficient for the payment thereof. If any
11 Bond should not be paid when due, it may nevertheless be discharged by depositing with the
12 paying agent or an escrow agent (which paying agent or escrow agent shall not be an officer of
13 the City) a sum sufficient for the payment thereof in full. The City may also dischazge any
14 prepayable Bonds which are called for redemption on any date when they aze prepayable
15 according to their terms, by depositing with the paying agent or an escrow agent (which paying
16 agent or escrow agent shall not be an officer of the City) on or before that date an amount equal
17 to the principal, interest and redemption premium, if any, which are then due, provided that
18 notice of such redemption has been duly given as provided in this Resolution or the applicabie
19 Supplemental Resolution.
20 The City may also at any time discharge all or some Bonds by complying with the
21 applicable provisions of Minnesota Statutes, Section 475.67, and any amendments thereto,
22 except that the funds deposited in escrow in accordance with said provisions may but need not be
23 in whole or part proceeds of advance refunding bonds and except that if a partial defeasance is
24 effected from funds other than the proceeds of advance refunding bonds, the requirements in
25 Minnesota Statutes, Section 475.67, Subdivision 3, need not be satisfied.
26 The City may discharge all or a portion of the Bonds of a specific series as herein
27 provided without the consent of the Holders of such Bonds or of any other outstanding Bonds. If
28 less than all of the outstanding Bonds of a series are to be so discharged, the Bonds of that series
29 shali be dischazged in the maturities and in the amounts per maturity as the City may deternune
30 and the City shall select the Bonds (if other than Global Certificates) to be discharged within a
31 single maturity by lot in the manner provided in Sections 2.02 and 2.16. An escrow dischazge
32 may include prepayment of the Bonds to be discharged.
33 Section 7.04 Records and Certificates. The officers of the City are hereby
34 authorized and directed to prepare and furnish to the Purchaser of each series of Bonds, and to
35 the attorneys approving the legality of the issuance of each series of Bonds, certified copies of all
36 proceedings and records of the City relating to such Bonds and to the financial condition and
37 affairs of the City, and such other affidavits, certificates and information as aze required to show
38 the facts relating to the legality and marketability of the Bonds as the same appear from the
39 books and records under their custody and control or as otherwise known to them, and all such
40 certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed
41 representations of the City as to the facts recited therein.
1811838v6 Q�5
� =° _ �,.�' a �
Section 7.05 Re�eal of Prior General Resolution. The resolufion adopted
August 28, 1996, entitled "General Resolution Relating to Recreauonal Facilities Gross Revenue
Bonds", is hereby repealed.
Section 7.06 Severabilitv. If any section, pazagraph or provision of this
Resolution as from time to time supplemented shall be held to be invalid or unenforceable for
any reason, the invalidity or unenforceability of such section, pazagraph or provision shall not
affect any of the remaining provisions of this Resolution.
8 Section 7.07 Headin�s. Headings in this resolution are included for
9 convenience of reference only and aze not a part hereof, and shall not limit or define the meaning
10 of any provision hereof.
Requested by Department of:
�ffic of Financial Services
3y: i � �_
Approv by Financial rvice
By: �
Form Approved by City
Adoption Certified by Council Secretary
tor
1811838v6 46
Adopted by Council: Date ��i`���.F /.�, 87�15
o�- ^s�
�,.-Green•Sheet Green Sheet Green Sheet GreerrSheet Green Sheet Green Sheet �
FS F��iat services
Contact Person 8 Phone:
Todd Hurtey
2668837
must se on
12-0CT-05
Contract Type:
ARa2ESOLUiION W/$'fRfWSACiION
03-0CT-05
� '
PSSigR
Number
For
Routing
Order
Total # of SignaWre Pages _(Clip All locatioas forSignature)
Green Sheet NO: 3028250
0 au ' S 'ces
1 ancialServi entD" Oi
2 antialS 'ces ffi<e ' ancialS
3 ' �vr
4 a or' ce Ma or/ istan
5 ou cil ' ConnN
6 ' Clerk Gti Clerk
Action Requested: -
Signatures on the attached resolufion relating to Recreational Facilities Gross Revenue Bonds.
wations: ApPro�e (A) or R�
Plannirg Commi5sion
CIB Committee
CiHlSenice Commission
Pewonal Service
1. Has this person/firm e�er v.arked under a cw�tract for this department?
Yes No
2. Has this persoNfirtn e�er been a city employee?
Ya No
3. Oces this persoNfirtn possess a skill not normally possessed by any
curte�it city employee?
Yes No
Explain all yes answers on separete sheetand atiach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why): �� � �
On September 7, 2005, City Council provided for the negotiafed sale of Recreational Faciliries Crross Revenue Bonds, Series 2005.
AdvantageslfApproved: �
The bonds can be issued to refund the 1996 Recrearional Facilities Gross Revenue Bonds. This refunding will save the CiTy
appro�mately $260,000. The bonds will also provide funds necessaty to reunburse ihe Highland 18 renovadon project.
DisadvanWges IfApproved:
None.
Disadvantages tf NotApproved:
The bonds will not be issued.
Total Amount of $7 400,�00
Transaction:
Funding Source: Bond Sale
Financiai infortnatlon:
(Explain)
October 3, 2005 �:55 PM
CosNRevenueBudgeted: Y
ActivKy Number.
Page 1
� �
t� 1 s 5 �
1 EXFIIBTT A
2 [Form of Global Certificate]
3 L7NITED STATES OF AMERICA
4 STATE OF MINNESOTA
5
6
7 R-
8
9
RAMSEY COLJNTY
CITY OF SAINT PAUL
I'7�i] 7._�1fY[�]�G\I/�t I_ Y I :• : /►l 1
BOND, SERIES
INTEREST MATURTTY DATE OF
RATE DATE ORIGINAL ISSUE
1, _
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
REGISTERED OWNER:
PRINCIPAL AMOUNT:
20_
�• :�.]
$
CUSIP
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above or on the certificate of
registration below, or registered assigns, in the manner hereinafter set forth but only out of its
Parks and Recreation Special Services Enterprise Fund, the principal amount specified above, on
the maturity date specified above, unless called for eazlier redemption, and to pay interest
thereon semiannually on 1 and 1 of each year (each, an"Interest Payment
Date"), commencing 1, 20_, at the rate per annum specified above (calculated on the
basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been
provided for. This Bond will beaz 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 the Treasurer of
the Issuer in Saint Paul, Minnesota (the "Bond Registrar"), acting as paying agent, or any
successor paying agent duly appointed by the Issuer; provided, however, that upon a partial
redemption of this Bond which results in the stated amount hereof being reduced, the Holder
may in its discretion be paid without presentation of this Bond, which payment shall be received
no later than 230 p.m., Eastern fime, 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 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 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 fixnds by 2:30 p.m., Eastern time, to the person in whose
1811838v6 E�-1
0 .�a° ���
�
10
11
12
13
14 Date of Payment Not Business Dav. If the date for payment of the principal of,
15 premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
16 which banking inslitutions in the City of New York, New York, or the city where the principal
17 office of the Bond Registraz is located are authorized by law or executive order to close, then the
18 date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
19 holiday or a day on which such banking institulions are authorized to close, and payment on such
20 date shall have the same force and effect as if made on the nominal date of payment.
nazne 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 next preceding such Interest Payment Date
(the "Regulaz Record Date"). Interest payments shall be received by the Holder no later than
230 p.m., Eastern time; and principat and premium payments shall be received by the Holder no
later than 2:30 p.m., Eastem time, if the Bond is surrendered for payment enough in advance to
pemut payment to be made by such time. Any interest not so timely paid shall cease to be
payable to the person who is the Holder hereof as of the Regulaz Record Date, and shall be
payable to the person who is the Holder hereof at the close of business on a date (the "Special
Record Date") fixed by the Bond Registrar whenever money becomes available for payment of
the defaulted interest. Notice of the 3pecial Record Date shall be given to Bondholders not less
than ten days prior to the Speciat Recard Date. The principal of and premium, if any, and
interest on this Bond aze payable in lawful money of the United States of America.
21 Redemption. Ali Bonds of this issue maturing after 1, _, are subject
22 to redemption and prepayment at the option of the Issuer on such date and on any day thereafter
23 at a price of par plus accrued interest plus a premium (expressed as a percentage of the principal
24 amount redeemed} set forth below:
25
Redemption Dates
Redem�Yion Premium
26
27
28
29
30
31
1, _, through _
1, _, through _
1, _,through _
1, _, through _
1, _, through _
1, � and thereafter
1, _
1, _
1, _
1, _
1, _
_%
32 The Bonds of this issue maturing on 1, _, shall be redeemed
33 and prepaid on each 1 in the yeazs _ tiuough _, inclusive, at a price of
34 paz plus accrued interest in the years and amounts set forth below:
35
36
37
38
39
40
1 of
the Year Amount
1811838v6 E�-Z
0�
1 The amounts set forth above will be reduced, pro rata or as otherwise specified by the City at the
2 tune of optional redemption, if and to the extent the City calls such Bonds for optional
3 redemption on or prior to the date scheduled for mandatory redemption and prepayment.
4
0
9
10
11
Redempfion may be in whole or in part of the Bonds subject to prepayment. If
redemption is in part, those Bonds remauung unpaid may be prepaid in such order of maturity
and in such amount per maturity (ueating amounts scheduled for payment in the yeazs _
through _ as maturities) as the City may detemune; 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 principal. Bonds or portions thereof called for redemption shall be due and payable on the
redemption date, and interest thereon sha11 cease to accrue from and after the redemption date.
12 Notice of Redem tp ion. Mailed nofice of redemption shall be given to the paying
13 agent (if other than a City officer) and to each affected Holder of the Bonds. For this purpose,
14 the Depository (hereafter identified, ar any successor thereto) sha11 be the "Holder" as to Bonds
15 registered in the name of the Depository or its nominee. In the event any of the Bonds aze called
16 for redemption, written notice thereof will be given by first class mail mailed not less than thirty
17 (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In connection
18 with any such noUce, the "CUSIP" numbers assigned to the Bonds shall be used.
19 Replacement or Notation of Bonds after Partial Redemption. Upon a partial
20 redemption of this Bond which results in the stated amount hereof being reduced, the Holder
21 may in its discretion make a notation on the panel provided herein of such redempfion, stating
22 the amount so redeemed. Such notation, if made by the Holder, sha11 be for reference only, and
23 may not be relied upon by any other person as being in any way deternunative of the principal
24 amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of
25 the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the
26 Issuer or Bond Registraz so requires, a written instrument of transfer in form satisfactory to the
27 Issuer and Bond Registraz duly executed by the Holder thereof or his, her or its attorney duly
28 authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shail
29 authenticate and deliver to the Holder of such Bond, without service charge, a new Bond of the
30 same series having the same stated maturity and interest rate and of the authorized denomination
31 in aggregate principal amount equai to and in exchange for the unredeemed portion of the
32 principal of the Bond so surrendered.
33
34
35
36
37
38
39
40
41
42
43
44
Issuance; Purpose; Limited Obli ag tion. This Bond is one of an issue in the total
principal amount of $ , all of like date of original issue and tenor, except as to number,
maturity, interest rate, denomina6on and redemption privilege, which Bond has been issued
pursuant to and in fuli conformity with the Constitution and laws of the State of Minnesota and
the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer
on October 5, 2005 (the "General Resolufion"), as supplemented on ,_(the
"Supplemental Resolution") (collectively, the "Resolution"), for the purpose of providing funds
for a current refunding of the City's Recreational Facilities Gross Revenue Bonds, Series 1996D,
and for the purpose of providing money to pay or reimburse for the betterment and improvement
of various improvements to the Parks and Recreation System of the City. Said Bonds and the
interest thereon aze payable solely and exclusively from the Revenues (as defined in the
Resolution) of the Recreational Facilities System of the Issuer pledged to the payment thereof,
isiisss�6 A-3
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and sums held in a Reserve Account, and do not constitute a debt of the Issuer witlun the
meaning of any constitutional, Charter or statutory limitation of indebtedness. In the event of
any default hereunder, the Holder of this Bond may exercise any of the rights and privileges
granted by the laws of the State of Mimiesota subject to the provisions of the Resolution. The
Bonds of this issue, [together with the Recreational Facilities Gross Revenue Bonds previously
issued by the City pursuant to the Resolution, as supplemented from time to time, in the
aggregate original principal amount of $ l, are secured by a fust and prior lien upon
the Revenues of the Recreational Facilities System of the Issuer and by sums held in a Reserve
Account. The Issuer is authorized under certain conditions to issue additional revenue
obligations on a parity of lien with these Bonds [and prior issues of Recreational Facilities Gross
Revenue Bonds], ail as provided in the Resolution. The Bonds of this series and any other
revenue obligations heretofore or hereafter issued on a parity therewith aze referred to herein as
the "Parity Bonds". All other capitalized terms used but not defined herein have the meanings
assigned to those terms in the Resolution.
Special Oblieations: Priority of Lien. The Bonds and the interest thereon aze
payable solely and exclusively from the Revenues of the Recreational Facilities System of the
Issuer pledged to the payment thereof on a parity of lien with other bonds of the Issuer, and do
not constitute a debt of the Issuer within the meaning of any constitu6onal, Charter or statutory
limitation of indebtedness. In the event of any default hereunder, the Holder of this Bond may
exercise any of the rights and privileges gxanted by the laws of the State of Minnesota, subject to
the provisions of the Resolution. The Bonds of this issue (with interest thereon) [, together with
,] are a first and prior lien upon the Revenues of the Recreational
Facilifies System of the Issuer, except that the Issuer is authorized under certain conditions to
issue additional revenue obligations on a parity of lien with these Bonds, all as provided in the
Resolution.
Pazitv Bonds. Additional bonds payable from Revenues [have been, and may be,]
may be issued on a parity with the Bonds as provided in the Resolution.
28 Bonds Not General Oblieations. The Bonds are issued without moral obligation
29 on the part of the State of Minnesota or its political subdivisions. The Bonds, including interest
30 thereon, are payable solely from the revenues and assets pledged to the payment thereo£ The
31 Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or
32 statutory or Charter llmitation of indebtedness. The Bonds do not constitute a general obligation
33 or debt of the Issuer, County of Ramsey, State of Minnesota or any political subdivision thereof
34 and do not constitute nor give rise to a pecuniary liability of the Issuer, County of Ramsey, State
35 of Minnesota or any political subdivision thereof or any of their officers, employees and agents,
36 except to the extent of Revenues pledged under the Resolution, or a charge against the Issuer's
37 general credit or taxing powers.
38 Holders. For the purposes of a11 actions, consents and other matters affecting
39 Holders of Bonds issued under the Resolution, the term "Holder" sha11 include the owners of
40 bene�cial interests in any Bond as shown by the certificate of the person or entity in whose name
41 (or in whose nominee name) such Bond is registered. Unless the City receives such a certificate,
42 the City may treat the Holder in whose name (or in whose nominee name) a Bond is registered as
43 the owner of all the interest therein.
1811838v6 A-4
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1 Action by Holders. The Holders of fifty-one percent (51%) or more in aggregate
2 principal amount of all Bonds at any time outstanding under the Resolution as supplemented
3 may, either at law or in equity, by suit, action, or other proceedings, protect and enforce the
4 rights of all Holders of Bonds then outstanding, or enforce and compel the performance of any
5 and all of the covenants and dufies specified in the Resolution to be performed by the Issuer or
6 its off'icers and agents; provided, however, that nothing shall affect or impair the right of any
7 Holder to enforce the payment of the principal of and interest on any Bond at and after the
8 maturity thereof, or the obligation of the Issuer to pay the principal of and interest on each of the
9 Bonds issued to the respective Holders thereof at the tune and place, from the source and in the
10 manner provided in the Bonds.
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Denominations; Exchanee; Resolution. The Bonds aze issuabie originally only as
Global Certificates in the denomination of the entire principal amount of the issue maturing on a
single date. Global Certificates aze not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Replacement Bonds, if made available as provided below, aze issuable solely as
fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fuily registered Bonds of other authorized denominafions in
equal aggzegate 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 Registraz. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
Modification of Resolution. No change, amendment, modification or alteration
shall be made in the covenants made with Holders of all Bonds issued under the Resolution as
from time to time supplemented without the consent of the Holders of not less than sixty percent
(60%) in aggregate grincipal amount of ali such Bonds then outstanding except for changes,
amendments, modifications and alterations (a) made to cure any ambiguity or formal defect or
omission, or (b) made in connection with the issuance of Addifional Bonds, or (c) which
preserve the exclusion from gross income of interesC on the TaY-Exempt Bonds under Section
103 of the Internal Revenue Code of 1986, as amended, or (d) which would not materially
prejudice the Holders of outstanding Bonds; provided, however, that nothing herein contained
shali permit or be construed as pernutung (1) an extension of the maturity of the principal of or
the interest on any Bonds, or (2) a reduc6on in the principal amount of any Bond or the rate of
interest thereon, or (3) a privilege or priority of any Bond or Bonds over any other Bond or
Bonds except as otherwise provided in the Resolution, or (4) a reduction in the aggregate
principal amount of Bonds required for consent to any change, amendment, modification or
alteration, or (5) the creation of any lien ranking prior to or on a parity with the lien of the Bonds,
except as expressly permitted by the Resolution as supplemented, or (6) a modification of any of
the provisions of this pazagraph, without the consent of the Holders of one hundred percent
(100%) of the principal amount of ali Bonds outstanding.
Replacement Bonds. Repiacement Bonds may be issued by the Issuer:
(a) in the event that [NAME OF DEPOSTTORY] (the "Depository") shall resign
or discontinue its services for the Bonds, and only if the lssuer is unable to locate a
181183&v6
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substitute depository within two (2) months following the resignation or deterniination of
non-eligibility, or
(b) upon a detemunation by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the Resolurion, which precludes the
issuance of certificates (other than Global Certificates) to any Holder other than the
Depository (or its nominee), might adversely affect the interest of the beneficial owners
of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that
they be able to obtain certificated bonds.
9 Transfer. This Bond shall be registered in the name of the payee on the books of
10 the Issuer by presenting this Bond for registration to the Bond Registraz, who will endorse his,
11 her or its name and note the date of registration opposite the name of the payee in the certificate
12 of registration attached hereto. Thereafter this Bond may be transferred by delivery with an
13 assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
14 Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights
15 and powers of an owner unfil this Bond is presented with such assignment for registration of
16 transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
17 and effective, and until such transfer is registered on said books and noted hereon by the Bond
18 Registrar, all subject to the terms and coaditions provided in the Resolution and to reasonable
19 regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar.
20 Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other
21 restrictions if required to qualify this Bond as being "in registered form" within the meaning of
22 Section 149(a) of the federal Internal Revenue Code of 1986, as amended.
23 Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
24 sufficient to cover any tax or other governmental chazge payable in connection with the transfer
25 or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
26 Treatment of Regstered Owner. The Issuer and Bond Registrar may treat the
27 person in whose name this Bond is registered as the owner hereof for the purpose of receiving
28 payment as herein provided (except as otherwise provided with respect to the Record Date) and
29 for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the
30 Bond Registraz shall be affected by notice to the contrary.
31 Authentication. This Bond shall not be valid or become obligatory for any
32 purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
33 been executed by the Bond Registraz.
34 Not Qualified Tax-Exempt Obli�ations. The Bonds have not been designated by
35 the Issuer as "qualified taY-exempt obligations" for purposes of 5ection 265(b)(3) of the federal
36 Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
37 TT IS HEREBY CERTIFIED AND RECITED that ail acts, conditions and things
38 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
39 be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
40 done, have happened and have been performed, in regular and due form, time and manner as
1811838v6 E�-6
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1 required by law; that this Bond, together with all other debts of the Issuer outstanding on the date
2 of original issue hereof and on the date of its issuance and delivery to the original purchaser,
3 does not exceed any constitutional or statutory or Charter limitation of indebtedness; and that the
4 Issuer will establish rates and chazges for the service furnished by its Recreational Facilities
5 System sufficient in amount to prompfly meet the principal and interest requirements of this
6 issue.
1811838v6 E�-7
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1 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
2 its City CouncIl has caused this Bond to be sealed with its official seal and to be executed on its
3 behalf by the photocopied facsimile sia ature of its Mayor, attested by the photocopied facsimile
4 signature of its Clerk, and countersigned by the photocopied facsimile signature of its D'uector,
5 Office of Financial Services.
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Date of Registration:
BOND REGISTRAR'S
CERTIFTCATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution
menfioned within.
Registrable by:
Payable at:
CTTY OF SAIlVT PAUL,
RAMSEY COUNTY, MIlVNESOTA
Mayor
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Bond Registraz
Authorized Signature
(SEAL)
Attest:
City Clerk
Countersigned:
Director, Office of Financial Services
Recreational Facilities Gross Revenue Bond, Series , No. R-_
1811838v6
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1 CERTIFTCATE OF REGISTRATION dJ a ,� J
The transfer of ownership of the principal amount of the attached Bond may be made only by the
registered owner or his, her or its legal representative last noted below.
DATE OF
REGISTRATION
1811838v6
REGISTERED OWNER
�'�]'
SIGNATURE OF
SOND REGISTRAR
�
REGISTER OF PARTIAL PAYMENTS
�5°���}
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
Signature of
Date Amount Bondholder
Signature of
Bond Reeistrar
If a notation is made on this register, such notation has the effect stated in the attached Bond.
Partial payments do not require the presentation of the attached Bond to the Bond Registraz, and
a Holder could fail to note the partial payment here.
1811838v6
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The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as thouah they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
'I'EN ENT - as tenants by the entireues
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UT'MA - as custodian for
(Cust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
1811838v6
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i asslGrr�rrr � � ° � � �z?
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For value received, the undersigned hereby sells, assigns and transfers unto
the attached
Bond and does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the
registration thereof, with full power of substitution in the premises.
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the face
of the attached Bond in every particulaz, without
alteration or any change whatever.
Signature Guazanteed:
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 'Biigible Guazantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Regastrar w111 not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1811838v6
(Include information for a11 joint owners
if the Bond is held by joint account.)
A-12
1: '
1 EXHIBIT S
2 jForm of Non-Global Bond - Fixed Rate]
3 L7NITED STATES OF AMERICA
4 STAT'E OF MINNESOTA
E7
7 R-
RECREATIONAL FACILTI'IES GROSS REVENUE
BOND, SERIES _
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSLTE
20
10 REGI5TERED OWNER:
11
12 PRINCIPAL AMOUNT:
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36
DOLLARS
$
CUSIP
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and far value
received promises to pay to the registered owner specified above, or registered assigns, in the
manner hereinafter set forth but only out of its Pazks and Recreation Special Services Enterprise
Fund, the principal amount specified above, on the maturity date specified above, unless called
for earlier redemption, and to pay interest thereon semiannually on 1 and 1 of
each yeaz (each, an"Interest Payment Date"), commencing 1, 20_, 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 hereo£ The principal of and premium, if any, on this Bond are payable
upon presentation and sunender hereof at the principal office of ,
in , (the "Bond Registrar"), acting as paying agent, or
any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on
each Interest Payment Date by check or draft mailed to the person in whose name this Bond 'as
registered (the "Holder" or "Bondholder") on the registration books of the Issuez maintained by
the Bond Registraz and at the address appearing thereon at the close of business on the fifteenth
day of the calendaz month next preceding such Interest Paynnent Date (the "Regular Record
Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder
hereof as of the Regular Record Date, and shall be payable to the person who is the Hoider
hereof at the close of business on a date (the °Special Record Date") fiaced by the Bond Registrar
whenever money becomes available for payment of the defaulted interest. Nodce of the Special
Record Date shall be given to Bondholders not less than ten days prior to the Special Record
RAMSEY COiJNTY
CiT`Y OF SAINT PAUL
1811838v6 �-1
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1 Date. The principal of and premium, if any, and interest on this Bond aze payable in lawful
2 money of the United States of America.
3 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISION5 OF
4 THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SfIAI,L
S FOR ALL PiTRPOSES HAVE THE SAME EFFECT AS IF SBT FORTH HERE.
�
IT IS HEREBY CERTIFIED AND RECTI'ED ....
7 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
8 its City Council has caused this Bond to be sealed with its official seal or a facsimile thereof and
9 to be executed on its behalf by the original or facsimile signature of its Mayor, attested by the
10 original or facsimile signature of its Clerk, and countersigned by the original or facsimile
11 signature of its Director, Office of Financial Services.
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Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution
mentioned within.
Registrable by:
Payable at:
CTI'Y OF SAINT PAUL,
RAMSEY COL]NTY, MINNESOTA
Mayor
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Bond Registrar
By
Authorized Signature
(SEAL)
1811838v6
Attest:
City Clerk
Countersigned:
D'uector, Office of Financial Services
Services
�
1 ON REVERSE OF BOND
2 Date of Pavment Not Business Day.
3 Redemption.
05
4 Norice of Redempflon. Mailed notice of redemption shall be given to the paying
5 agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
6 the Bonds are called for redempuon, written notice thereof will be given by first class mail
7 mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
8 redeemed. In connection with any such notice, the "CUSIP" numbers assigned to the Bonds
9 shall be used.
10 Selection of Bonds for Redemption. To effect a partial redemption of Bonds
11 having a common maturity date, the Bond Registrar shall assign to each Bond having a common
12 maturity date a distincfive number for each $5,000 of the principal amount of such Bond. The
13 Bond Registrar shali then select by lot, using such method of selection as it sha11 deem proper in
14 its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
15 number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
16 redeemed sha11 be the Bonds to which were assigned numbers so selected; provided, however,
17 that only so much of the principal amoun[ of such Bond of a denomination of more than $5,000
18 shall be redeemed as shall equal $5,000 far each number assigned to it and so selected. If a
19 Bond is to be redeemed only in part, it shall be surrendered to the Bond Registraz (with, if the
20 Issuer or Bond Registraz so requires, a written instrument of transfer in form satisfactory to the
21 Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly
22 authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
23 authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or
24 Bonds of the same series having the same stated maturity and interest rate and of any authorized
25 denomination or denominations, as requested by such Holder, in aggregate principal amount
26 equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
27
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29
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31
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Issuance; Purpose; Limited Oblieation.
S�ecial Obli�ations; Prioritv of Lien.
Parity Bonds.
Bonds Not General ObliQations.
Holders.
Action by Holders.
33 Denominations: Exchange; Resolution. The Bonds are issuable solely as fully
34 registered bonds in the denominations of $5,000 and integral multiples thereof of a single
35 maturity and aze exchangeable for fully registered Bonds of other authorized denominations in
36 equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
37 manner and subject to the limitations provided in the Resolution. Reference is hereby made to
1811838v6 B-3
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1 the Resolution for a description of the rights and duties of the Bond Registraz. Copies of the
2 Resolution are on file in the principal office of the Bond Registraz.
3 Modification of ResoluUOn
4 Transfer. Tlus Bond is trans£erable by the Holder in person or by his, her or its
5 attorney duly authorized in writing at the principal o�ce of the Bond Registraz upon
6 presentation and sunender hereof to the Bond Registraz, all subject to the terms and conditions
7 provided in the Resolution and to reasonable regulations of the Issuer contained in any
8 agreement with the Bond Registraz. Thereupon the Issuer shali execute and the Bond Registraz
9 shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds
10 in the name of the transferee (but not registered in blank or to "beazer" or similaz designation), of
11 an authorized denomination or denominations, in aggregate principal amount equal to the
12 principal amount of this Bond, of the same maturity and bearing interest at the same rate.
13 Fees u�on Transfer or Loss.
14 Treatment of Registered Owner.
15 Authentication
16 Not Oualified Tas-Exempt Obli¢ations.
17
�
ABBI2EVIATIONS
iaiis�s�6 B-4
1 ASSIGNMENT O�— C S�.
2 For value received, the undersigned hereby sells, assigns and transfers unto
3 the within Bond
4 and does hereby irrevocably constitute and appoint attorney to transfer the
5 Bond on the books kept for the registration thereof, with fiill power of substitution in the
6 premises.
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Notice: The assignor's signature to this assignment must
correspond with the name as it appeazs upon the face
of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchange or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1811838v6
(Include information for all joint owners
if the Bond is held by joint account.)
C :
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NOTICE OF CALL FOR REDEMPTION
$3,085,000 OF THE RECREATIONAL
FACILTTIES GROSS REVENUE
BONDS, SERIES 1996D
CTI`I' OF SAINT PAUL
RAMSEY COUNTY
MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Saint Paul,
Ramsey County, Minnesota, there have been called for redemption and prepayment on
November 7, 2005,
12 outstanding bonds of the City designated as Recreational Facilities Gross Revenue Bonds, Series
13 1996D, bearing a date of original issue of September 1, 1996, having stated maturity dates in the
14 years set forth below, beazing interest at the rates per annum set forth below for such maturity
15 yeazs, bearing the CUSIP numbers set forth below for such maturity years and totaling
16 $3,�85,�00 in principal amount:
Maturity
Year
2006
2007
2008
2009
2010
2018
17
18
19
20
21
22
23
Principal
Amount
$ 165,000
175,000
185,000
195,000
205,000
2,160,000
Interest
Rate
5.300%
5.400
5.500
5.600
5.700
5.875
CUSIP
Number
79307E AJ2
79307E AK9
793078 AL7
79307E AMS
79307E AN3
79307E AP8
The entire outstanding amount of the issue maturing after 2005 is being called. The bonds are
being called at a price of par plus accrued interest to November 7, 2005, on which date all
interest on said bonds wiil cease to accrue. Aolders of the bonds hereby called for redemption
aze requested to present their bonds for payment at the principal office of the Treasurer of the
City of Saint Paul, Minnesota, in Saint Paul, Minnesota, on or before November 7, 2005.
1811838v6
C-1
1 Dated October _, 2005.
2 BY ORDER OF TI� CTTY COUNCTL
4 City Clerk
5 Additional information
6 may be obtained from:
7
0 5- 95�
1811838v6 �.'-2,