07-345AMENDED — 4/LS/07
Counal F�le # Q � �`T �
Green Sheet � 3038554
RESOLUTION
Presented By
Referred To
OF S�INT PAUL, VIINNESOTA ' �
Committee:
ACCEPTiNG PROPOSAL ON SALE OF APPROXIMATELY
$6,250,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 2007C,
PROVIDING FOR THEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
7 WHEREAS, the Director, Office of Financial Services, has presented proposals
8 received for the sale of approximately $6,250,000 General Obligation Capital Improvement
9 Bonds, Series 2007C (the "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
10 WHEREAS, the proposals set forth on Exhibit A attached hereto were received
ll pursuant to the Terms of Proposal at the offices of Springsted Incoxporated at 11:00 A.M.,
12 Central Time, this same day; and
13 WHEREAS, the Director, Office of Financial Services, has advised this Council
14 that the proposal of RBC Capital rtarkets was found to be the most advantageous
15 and has recommended that said proposal be accepted; and
16 WHEREAS, the proceeds of the Bonds will finance certain capital improvements,
17 for which the City is proceeding pursuant to its Charter and Laws of Minnesota for 1971,
18 Chapter 773, as amended, with any excess to be used for any other purpose permitted by law;
19 and
20 WHEREAS, the City has heretofore issued registered obligations in certificated
21 form, and incurs substantial costs associated with their printing and issuance, and substantial
22 continuing transaction costs relating to their payment, transfer and exchange; and
23 WHEREAS, the City has determined that significant savings in transaction costs
24 will result from issuing bonds in "global book-entry form", by which bonds are issued in
25 certificated form in large denominations, registered on the books of the City in the name of a
26 depository or its nominee, and held in safekeeping and immobilized by such depository, and such
27 depository as part of the computerized national securities clearance and settlement system (the
28 "National System") registers transfers of ownership interests in the bonds by making
29 computerized book entries on its own books and distributes payments on the bonds to its
30 Participants shown on its books as the owners of such interests; and such Participants and other
31 banks, brokers and dealers participating in the National System will do likewise (not as agents of
32 the City) if not the beneficial owners of the bonds; and
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1 WHEREAS, "Participants" means those financial institutions for whom the
2 Depository effects book-entry transfers and pledges of securiries deposited and unmobilized with
3 the Depository; and
4 WHEREAS, The Depository Trust Company, a limited purpose hust company
5 organized under the laws of the State of New York, or any of its successors or successors to its
6 functions hereunder (the "Depository"), will act as such depository with respect to the Bonds
7 except as set forth below, and the City has heretofore delivered a letter of representations (the
8 "Letter of Representations") setting forth various matters relating to the Depository and its role
9 with respect to the Bonds; and
10 WHEREAS, the City will deliver the Bonds in the form of one certificate per
11 mahuity, each representing the entire principal amount of the Bonds due on a particular maturity
12 date (each a"Global Certificate"), which single cextificate per maturity may be transferred on the
13 City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
14 denominarions unless the City detemunes to issue Replacement Bonds as provided below; and
15 WHEREAS, the City will be able to replace the Depository or under certain
16 circumstances to abandon the "global book-entry form" by permitting the Global Certificates to
17 be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
18 register; and "Replacement Bonds" means the certificates representing the Bonds so
19 authenticated and delivered by the Bond Registraz pursuant to paragraphs 6 and 12 hereof; and
20 WHEREAS, "Holder" as used herein means the person in whose name a Bond is
21 registered on the registration books of the City maintained by the registrar appointed as provided
22 in paragraph 8(the "Bond Registrar"); and
23 WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
24 "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to
25 provide certain continuing disclosure with respect to the Bonds; and
26 WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
27 public sale requirements do not apply to the Bonds if the City retains an independent financial
28 advisor and deterxnines to sell the Bonds by private negotiation, and the City has instead
29 authorized a competitive sale without publication of notice thereof as a form of private
30 negotiation; and
31 WHEREAS, proposals for the Bonds have been solicited by Springsted
32 Incorporated pursuant to an Official Statement and Terms of Proposal therein; and
33 WHEREAS, the City retained the right to change the principal amount of the
34 Bonds from the proposed $6,250,000, but the City has determined to make no change:
35 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
36 Paul, Minnesota, as follows:
37 1. Acceotance of Proposal. The proposal of RBC Capital Mazkets (the
38 "Purchaser") to purchase $6,250,000 General Obligation Capital Improvement Bonds,
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1 Series 2007C, of the City (the "Bonds", or individually a"Bond"), in accordance with the Terms
2 of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the
3 Bonds the sum of $6,288,355.55, plus interest accrued to settlement, is hereby found, deternuned
4 and declared to be the most favorable proposal received and is hereby accepted for Bonds in the
5 principal amount of $6,250,000 for a purchase price of $6,288,355.55, plus interest accrued to
6 settlement, and the Bonds aze hereby awazded to the Purchaser. The Director, Office of
7 Financial Services, or his designee, is directed to retain the deposit of the Purchaser and to
8 forthwith retum to the others making proposals their good faith checks or drafts.
9 2. Title; Ori¢inal Issue Date; Denominations; Maturities. The Bonds shall be
10 titled "General Obligation Capital Improvement Bonds, Series 2007C", shall be dated April 18,
11 2007, as the date of original issue and shall be issued forthwith on or after such date as fully
12 registered bonds. The Bonds shall be nuxnbered from R-1 upwazd. Global Certificates shall each
13 be in the denomination of the entire principal amount maturing on a single date, or, if a portion
14 of said principal amount is prepaid, said principal amount less the prepayment. Replacement
15 Bonds, if issued as provided in paragraph 6, shall be in the denomination of $5,000 each or in
16 any integral multiple thereof of a single maturity. The Bonds shall mature on April 1 and
17 October 1 on the dates and in the amounts as follows:
Date
�
19
20
21
22
23
24
25
26
April 1, 2008
October 1, 2008
April 1, 2009
October 1, 2009
April 1, 2010
October l, 2010
April l, 2011
October 1, 2011
April l, 2012
October 1, 2012
Amount
$270,000
280,000
285,000
290,000
300,000
305,000
310,000
315,000
320,000
330,000
Date
April 1, 2013
October 1, 2013
April 1, 2014
October 1, 2014
April 1, 2015
October 1, 2015
April 1, 2016
October 1, 2016
April 1, 2017
Amount
$335,000
340,000
345,000
355,000
360,000
365,000
375,000
380,000
390,000
The above maturity schedule does not differ from the schedule in the Terms of Proposal.
3. Purpose. The Bonds shall provide fixnds for the construction of the capital
nnprovements in the City's 2007 capital improvement budget (the "Improvements"). The
proceeds of the Bonds shall be deposited and used as provided in pazagcaph 17, for the purpose
described by Laws of Minnesota for 1971, Chapter 773, as amended, and any excess moneys
shall be devoted to any other purpose peimitted by law. The total cost of the Improvements,
which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estunated to
be at least equal to the amount of the Bonds. Work on the Improvements shali proceed with due
diligence to completion.
27 4. Interest. The Bonds shall beaz interest payable semiannually on April 1
28 and October 1 of each year (each, an"Interest Payment Date"), commencing October 1, 2007,
29 calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per
30 annum set forth opposite the maturity dates as follows:
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Maturitv Date
April 1, 2008
October l, 2008
Apri11,2009
October 1, 2009
April 1, 2010
October 1, 2010
April 1, 2011
October 1, 2011
April 1, 2012
October 1, 2012
Interest Rate
4.000%
4.000
4.000
4.000
4.000
4.000
4.000
4.000
4.000
4.000
Mahuitv Date
April 1, 2013
October 1, 2013
Apri11,2014
October 1, 2014
Apri11,2015
October 1, 2015
April 1, 2016
October l, 2016
April 1, 2017
Interest Rate
4.000%
4.000
4.000
4.000
4.000
3.800
3.850
3.850
3.8'15
1 5. Descriotion of the Global Certificates and Global Book-Entrv SYStem.
2 Upon their original issuance the Bonds will be issued in the form of a single Global Certificate
3 for each maturity, deposited with the Depository or its agent by the Purchaser and immobilized
4 as provided in paragraph 6. No beneficial owners of interests in the Bonds will receive
5 certificates representing their respective interests in the Bonds except as provided in paragraph 6.
6 Except as so provided, during the term of the Bonds, beneficial ownership (and subsequent
7 transfers of beneficial ownership) of interests in the Global Certificates will be reflected by book
8 enhies made on the records of the Depository and its Participants and other banks, brokers, and
9 dealers participating in the National System. The Depository's book entries of beneficial
10 ownership interests aze authorized to be in increments of $5,000 of principal of the Bonds, but
11 not smaller increments, despite the larger authorized denominations of the Global Certificates.
12 Payment of principal of, premium, if any, and interest on the Global Certificates will be made to
13 the Bond Registraz as paying agent, and in turn by the Bond Registrar to the Depository or its
14 nominee as registered owner of the Global Certificates, and the Depository according to the laws
15 and rules governing it will receive and forwazd payments on behalf of the beneficial owners of
16 the Global Certificates.
17 Payment of principal of, premium, if any, and interest on a Global Certificate may in the
18 City's discretion be made by such other method of transfemng funds as may be requested by the
19 Holder of a Global Certificate.
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6. Zmmobilization of Global Certificates b�the Depositorv� Successor
Depository; Replacement Bonds. Pursuant to the request of the Purchaser to the Depository,
which request is required by the Terms of Proposal, immediately upon the original delivery of
the Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with
the Depository or its agent. The Global Certificates shall be in typewritten forxn or othenvise as
acceptable to the Depository, shall be registered in the name of the Depository or its nominee
and shall be held immobilized from circulation at tha offices of the Depository or its agent on
behalf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the
sole holder of record of the Global Certificates and no investor or other party purchasing, selling
or otherwise transferring ownership of interests in any Bond is to receive, hold or deliver any
bond certificates so long as the Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and in paragraph 12.
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1 Certificates evidencing the Bonds may not after theu original delivery be transferred or
2 exchanged except:
3 (i) Upon registrarion of transfer of ownership of a Global Certificate, as
4 provided in pazagraph 12,
5 (ii) To any successor of the Depository (or its nominee) or any substitute
6 depository (a "subsritute depository") designated pursuant to clause (iii) of ttris
7 subparagraph, provided that any successor of the Depository or any substitute depository
$ must be both a"clearing corporarion" as defined in the Minnesota Uniform Commercial
9 Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
10 agency" as provided in Section 17A of the Securiries Exchange Act of 1934, as amended,
ll (iii) To a substitute depository designated by and acceptable to the City upon
12 (a) the determination by the Depository that the Bonds shall no longer be eligible for its
13 depository services or (b) a deterxnination by the City that the Depository is no longer
14 able to cany out its functions, provided that any substitute depository must be qualified to
15 act as such, as provided in clause (ii) of this subpazagraph, or
16 (iv) To those persons to whom transfer is requested in written transfer
17 instructions in the event that:
18 (a) the Depository shall resign or discontinue its services for the
19 Bonds and the City is unable to locate a substitute depository within two (2)
20 months following the resignation or deterxnination of non-eligibility, or
21 (b) upon a determination by the City in its sole discretion that (1) the
22 continuation of the book-entry system described herein, which precludes the
23 issuance of certificates (other than Global Certificates) to any Holder other than
24 the Depository (or its nominee), might adversely affect the interest of the
25 beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial
26 owners of the Bonds that they be able to obtain certificated bonds,
27 in either of which events the City shall notify Holders of its determination and of the
28 availability of certificates (the "Replacement Bonds") to Holders requesting the same and
29 the registration, transfer and exchange of such Bonds will be conducted as provided in
30 pazagraphs 9B and 12 hereof.
31 In the event of a succession of the Depository as may be authorized by this
32 paragraph, the Bond Registraz upon presentation of Global Certificates shall register their
33 transfer to the substitute or successor depository, and the substitute or successor depository shall
34 be treated as the Depository for all purposes and functions under this resolution. The Letter of
35 Representations shall not apply to a substitute ar successor depository unless the City and the
36 substitute or successor depository so agree, and a snnilaz agreement may be entered into.
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1 7. Redemption.
2 (a) Optional Redemprion; Due Date. All Bonds mahniug after April 1, 2015, shall be
3 subject to redemption and prepayment at the option of the City on such date and on any day
4 thereafter at a price of paz plus acerued interest. Redemption may be in whole or in part of the
5 Bonds subject to prepayment. If redemprion is in part, those Bonds remaining unpaid may be
6 prepaid in such order of maturity and in such amount per maturity as the City shall determine;
7 and if only part of the Bonds hauing a common maturity date aze called for prepayment, the
8 Global Certificates may be prepaid in $5,000 increments of principal and, if applicable, the
9 specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond Regstrar. Bonds
10 or portions thereof called for redemprion shall be due and payable on the redemption date, and
11 interest thereon shall cease to accrue from and after the redemprion date.
12 (b) Notation on Global Certificate. Upon a reduction in the aggregate principal
13 amount of a Global Certificate, the Holder may make a notation of such redemption on the panel
14 provided on the Global Certificate stating the amount so redeemed, or may retum the Global
15 Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the
16 Bond Registraz, in proper principal amount. Such notation, if made by the Holder, shall be for
17 reference only, and may not be relied upon by any other person as being in any way
18 determinative of the principal amount of such Global Certificate outstanding, unless the Bond
19 Registrar has signed the appropriate column of the panel.
20 (c) Selection of Replacement Bonds. To effect a partial redemption of Replacement
21 Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption
22 shall assign to each Replacement Bond having a common maturity date a distinctive number for
23 each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then
24 select by lot, using such method of selection as it shall deem proper in its discretion, from the
25 numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each
26 number, shall equal the principal amount of such Replacement Bonds to be redeemed. The
27 Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned
28 numbers so selected; provided, however, that only so much of the principal amount of each such
29 Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
30 $5,000 for each number assigned to it and so selected.
31 (d) Partial Redemnrion of Revlacement Bonds. If a Replacement Bond is to be
32 redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond
33 Registrar so requires, a written inshument of transfer in form satisfactory to the City and Bond
34 Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in
35 writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and
36 deliver to the Holder of such Replacement Bond, without service chazge, a new Replacement
37 Bond or Bonds of the same series having the same stated maturity and interest rate and of any
38 authorized denomination or denominations, as requested by such Holder, in agg�egate principal
39 amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
40 surrendered.
41 (e) Request far Redem tp ion. The Bond Registrar shall call Bonds for redemption and
42 payment as herein provided upon receipt by the Bond Registrar at least forry-five (45) days prior
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1 to the redemption date of a request of the City, in written form if the Bond Registrar is other than
2 a CiTy officer. Such request shall specify the principal amount of Bonds to be called for
3 redemption and the redemprion date.
4 ( fl Norice. Mailed notice of redemption shall be given to the paying agent (if other
5 than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds
6 for redemption and payment prior to the stated mahuity thereof, the Bond Registrar shall give
7 written norice in the name of the Cily of its intenfion to redeem and pay such Bonds at the office
8 of the Bond Registrar. Notice of redemprion shall�be given by first class mail, postage prepaid,
9 mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
10 redeemed, at the address appearing in the Bond Register. All norices of redemption shall state:
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(i)
The redemption date;
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(ii)
The redemption price;
13 (iii) If less than all outstanding Bonds are to be redeemed, the identification
14 (and, in the case of partial redemption, the respective principal amounts) of the Bonds to
15 be redeemed;
16 (iv) That on the redemption date, the redemption price will become due and
17 payable upon each such Bond, and that interest thereon shall cease to accrue from and
18 after said date; and
19 (v) The place where such Bonds are to be surrendered for payment of the
20 redemption price (which shall be the office of the Bond Registraz).
21 (g) Notice to Depository. Notices to The Depository Trust Company or its nominee
22 shall contain the CUSII' numbers of the Bonds. If there are any Holders of the Bonds other than
23 the Depository ar its nominee, the Bond Registrar shall use its best efforts to deliver any such
24 notice to the Depository on the business day next preceding the date of mailing of such notice to
25 all other Holders.
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8. Bond Re�istraz. The Treasurer of the City is appointed to act as bond
registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so
unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the
City and Bond Registraz shall execute which is consistent herewith. A successor 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 Bond Registrar 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 pazagraph 14 of this
resolution.
37 9. Forms of Bond. The Bonds shall be in the form of Global Certificates
38 unless and until Replacement Bonds aze made available as provided in pazagraph 6. Each form
39 of bond may contain such additional or different terms and provisions as to the form of payment,
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record date, notices and other matters as are consistent with the I,etter of Representarions and
approved by the City Attorney.
3 A. Global Certificates. The Global Certificates, together with the Bond Registrar's
4 Certificate of Authenrication, Certificate of Registration, the Register of Partial Payments, the
5 form of Assignment and the registration information thereon, shall be in substantially the
6 following form and may be typewritten rather than printed:
2014550v2
1 iJNITED STATES OF AMERICA
2 STATE OF NIIIv'NESOTA
3 RAMSEY COiTNTY
4 CTTY OF SAINT PAUL
5 R-
6 GENERAL OBLIGATION CAPITAL IMPROVEMENT
7 BOND, SERIES 2007C
INTEREST
RATE
MATURITY
DATE
1, 20
DATE OF
ORIGINAL ISSL7E
April 18, 2007
CUSIP
10 REGISTERED OWNER:
11 PRIlVCIPAL AMOUNT: DOLLARS
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KNOW ALL PERSONS BY TF3ESE 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, the principal amount
specified above, on the maturity date specified above, unless called for earlier redemption, and to
pay interest thereon semiannually on April 1 and October 1 of each year (each, an"Interest
Payment Date"), commencing October 1, 2007, 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 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 in same-day funds by
2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal office of
in , Minnesota (the "Bond Registrar"), acting as paying
agent, or any successor paying agent duly appointed by the Issuer; provided, however, that upon
a partial redemption of this Bond which results in the stated amount hereof being reduced, the
Holder may in its discretion be paid without presentation of this Bond, which payment shall be
received no later than 230 p.m., Eastern time, and may make a notation on the panel provided
herein of such redemption, stating the amount so redeemed, or may retum 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
Registraz has signed the appropriate column of the panel. Interest on this Bond will be paid on
each Interest Payment Date in same-day funds by 2:30 p.m., Eastem time, to the person in whose
name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the
Issuer maintained by the Bond Registraz and at the address appearing thereon at the close of
business on the fifteenth day of the calendaz month preceding such Interest Payment Date (the
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1 "Regulaz Record Date"). Interest payments shall be received by the Holder no later than 2:30
2 p.m., Eastem time; and principal and premium payments shall be received by the Holder no later
3 than 2:30 p.m., Eastem time, if the Bond is surrendered for payment enough in advance to pemut
4 payment to be made by such rime. Any interest not so tixnely paid shall cease to be payable to
5 the person who is the Holder hereof as of the Regulaz Record Date, and shall be payable to the
6 person who is the Holder hereof at the close of business on a date (the "Special Record Date")
7 fised by the Bond Registrar whenever money becomes available for payment of the defaulted
8 interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days
9 prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond
10 are payable in lawful money of the United States of America.
11 Date of Pavment Not Business Dav. If ihe date for payment of the principal of,
12 premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
13 which banking institutions in the City of New York, New York, or the city where the principal
14 office of the Bond Registrar is located are authorized by law or executive arder to close, then the
15 date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
16 holiday or a day on which such banking institutions are authorized to close, and payment on such
17 date shall have the same force and effect as if made on the nominal date of payment.
18 Redemnrion. All Bonds of this issue (the "Bonds") maturing after April 1, 2015,
19 are subject to redemption and prepayment at the option of the Issuer on such date and on any day
20 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
21 Bonds subj ect to prepayment. If redemption is in part, those Bonds remaining unpaid may be
22 prepaid in such order of maturity and in such amount per maturity as the City shall determine;
23 and if only part of the Bonds having a common maturity date are called for prepayment, this
24 Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for
25 redemption shall be due and payable on the redemption date, and interest thereon shall cease to
26 accrue from and after the redemption date.
27 Notice of Redem tv ion. Mailed norice of redemption shall be given to the paying
28 agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
29 the Bonds are called for redemption, written notice thereof will be given by first class mail
30 mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
31 redeemed. In connection with any such notice, the "CUSII"' numbers assigned to the Bonds
32 shall be used.
33 Replacement ar Notation of Bonds after Partial Redemprion. Upon a partial
34 redemption of this Bond which results in the stated amount hereof being reduced, the Holder
35 may in its discretion make a notation on the panel provided herein of such redemption, stating
36 the amount so redeemed. Such notation, if made by the Holder, shall be for reference only, and
37 may not be relied upon by any other person as being in any way determinative of the principal
38 amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of
39 the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the
40 Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
41 Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attomey duly
42 authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registraz shall
43 authenticate and deliver to the Holder of such Bond, without service charge, a new Bond of the
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1 same series having the same stated matutity and interest rate and of the authorized denominarion
2 in aggregate principal amount equal to and in exchange for the unredeemed portion of the
3 principal of the Bond so surrendered.
4 Issuance; Purpose; General ObliQation. This Bond is one of an issue in the total
5 principal amount of $6,250,000, all of like date of original issue and tenor, except as to number,
6 maturity, interest rate, denomination, and redemption privilege, which Bond has been issued
7 pursuant to and in full conformily with the Constiturion and laws of the State of Minnesota,
8 including particulazly Laws of Minnesota for 1971, Chapter 773, as amended, and the Charter of
9 the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on Apri118,
10 2007 (the "Resolution"), for the ptupose of providing money to finance the acquisition,
ll construction and repair of various capital improvements in the City. This Bond is payable out of
12 the General Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the
13 Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
14 and interest when the same become due, the full faith and credit and taacing powers of the Issuer
15 haue been and are hereby irrevocably pledged.
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Denominations: ExchanQe; Resolution. The Bonds are issuable originally only as
Global Certificates in the denomination of the entire principal amount of the issue maturing on a
single date, or, if a portion of said principal is prepaid, said principal amount less the
prepayment. Global Certificates are not exchangeable far fully registered bonds of smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Replacement Bonds, if made available as provided below, are issuable solely as
fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
28 Renlacement Bonds. Replacement Bonds may be issued by the Issuer in the event
29 that:
30 (a) the Depository shall resien or discontinue its services far the Bonds, and
31 only if the Issuer is unable to locate a substitute depository within two (2) months
32 following the resignation or determination of non-eligibility, or
33 (b) upon a determination by the Issuer in its sole discretion that (1) the
34 continuation of the book-entry system described in the Resolution, which precludes the
35 issuance of certificates (other than Global Certificates) to any Holder other than the
36 Depository (or its nominee), might adversely affect the interest of the beneficial owners
37 of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that
38 they be able to obtain certificated bonds.
39 Transfer. This Bond shall be registered in ihe name of the payee on the books of
40 the Issuer by,presenting this Bond for registration to the Bond Registraz, who will endorse his,
41 her or its name and note the date of registration opposite the name of the payee in the certificate
zoiassa�z 1 1
1 of re� stration attached hereto. Thereafter this Bond may be transfesed by delivery with an
2 assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
3 Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights
4 and powers of an owner unril this Bond is presented with such assignment for registrafion of
5 transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
6 and effective, and unril such �ansfer is registered on said books and noted hereon by the Bond
7 Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable
8 regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar.
9 Transfer ofthis Bond may, at the direction and e�cpense ofthe Issuer, be subject to certain other
10 reshictions if required to qualify this Bond as being "in registered form" within the meaning of
11 Section 149(a) of the federal Internal Revenue Code of 1986, as amended.
12 Fees unon Transfer or Loss. The Bond Registrar may require payment of a sum
13 sufficient to cover any tax or other governmental chazge payable in connection with the transfer
14 or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
15 Treatment of Reeistered Owner. The Issuer and Bond Registrar may treat the
16 person in whose name this Bond is registered as the owner hereof for the purpose of receiving
17 payment as herein provided (except as otherwise provided with respect to the Record Date) and
18 for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the
19 Bond Registrar shall be affected by notice to the contrary.
20 Authentication. This Bond shall not be valid ar become obligatory for any
21 purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
22 been executed by the Bond Registrar.
23 Not Oualified Tax-Exempt Oblieations. The Bonds have not been designated by
24 the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal
25 Intemal Revenue Code of 1986, as amended. The Bonds do not qualiFy for such designation.
26 IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
27 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
28 be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
29 done, have happened and have been performed, in regular and due form, time and manner as
30 required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
31 date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
32 does not exceed any constitutional or statutory or Charter limitation of indebtedness.
33 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
34 its City Council has caused this Bond to be sealed with its official seal and to be executed on its
35 behalf by the photocopied facsnnile signature of its Mayor, attested by the photocopied facsimile
36 signature of its Clerk, and countersigned by the photocopied facsimile signature of its Dizector,
37 Office ofFinancial Seroices.
zoiasso�2 1 Z
1 Date of Registration: Registrable by:
2
3
4
5
6
7
8
9
10
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33
34
35
36
37
38
39
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registraz
Authorized Signature
(SEAL)
Payable at:
CTTY OF SAINT PAUL,
RAMSEY COLJNI'Y, MANESOTA
Mayor
Attest:
City Cierk
Countersigned:
Director, Office of Financial
Services
General Obligarion Capital Improvem�nt Bond, Series 2007C, No. R-
zotassovz
13
1 CERTIFICATE OR REGISTRATION
2
3 The transfer of ownership of the principal amount of the attached Bond may be made only by the
4 registered owner or his, her or its legal representative last noted below.
DATE OF SIGNA'I'URE OF
REGISTRATION REGISTERED OWNER BOND REGIS'IRAR
zoiasso�a 14
Z REGISTER OF PARTIAL PAYNIENTS
3 The principal amount of the attached Bond has been prepaid on the dates and in the amounts
4 notedbelow:
Date Amount Bondholder Bond ReQistraz
6 If a notation is made on this iegister, such notation has the effect stated in the attached Bond.
7 Partial payments do not require the presentation of the attached Bond to the Bond Registrar, and
8 a Holder could fail to note the partial payment here.
zoiassoWZ 15
1 ABBREVIATIONS
2 The following abbreviarions, when used in the inscription on the face of this Bond, shall
3 be construed as though they were written out in full according to applicable laws or regulations:
4 TEN COM - as tenants in common
5 TEN ENT - as tenants by the entireries
6 TT TEN - as joint tenants with ri�t of survivorship
7 and not as tenants in common
g UI'MA - as custodian for
9 (Cust) (Minor)
10 under the Uniform Transfers to Minors Act
11 (State)
12 Additional abbreviations may also be used
13 though not in the above list.
14
15
16
17
18
19
20
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the attached
Bond and does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the
registration thereof, with full power of substitution in the premises.
21 Dated:
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
Signature Guaranteed:
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(s) must be guaranteed by a national bank or hust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institurion" as defined in 17 CFR 24017Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include informarion for all joint owners if the Bond is held
by joint account.)
zoiasso�z
16
2 B. Replacement Bonds. If the City has notified Holders that Replacement Bonds
3 have been made available as provided in pazagraph 6, then for every Bond thereafter transferred
4 or exchanged (including an exchange to reflect the partial prepayment of a Global Certificate not
5 previously exchanged for Replacement Bonds) the Bond Registraz shall deliver a ceriificate in
6 the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global
7 Cerfificate shall not otherwise be required to exchange the Global Certificate for one or more
8 Replacement Bonds since the City recognizes that some beneficial owners may prefer the
9 convenience of the Depository's registered ownership of the Bonds even though the entire issue
10 is no longer required to be in global book-entry form. The Replacement Bonds, together with the
11 Bond Registrar's Certificate of Authentication, the form of Assignment and the registration
12 informafion thereon, shall be in substantially the following form, with pazagraphs identical to the
13 form of Global Certificate stated by heading or initial text only:
zotassorc 17
1 LJNITED STATES OF AMERICA
2 STATE OF NIINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAINT PAUL
5 R-
GENERAL OBLIGATION CAPITAL IMPROVEMENT
7 BOND, SERIES 2007C
INTEREST MA`I'i.7RITY
RATE DATE
1, 20_
9 REGISTERED OWNER:
10 PRTNCIPAL AMOLJNT:
11
12
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14
15
16
17
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14
20
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35
DATE OF
ORIGINAL ISSUE
April 18, 2007
DOLLARS
CUSIP
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey Caunty, M'tnnesota (the "Issuer" or "City"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above, or registered assigns, in the
manner hereinafter set forth, the principal amount specified above, on the maturity date specified
above, unless called for earlier redemption, and to pay interest thereon semiannually on April I
and October 1 of each year (each, an"Interest Payment Date"), commencing October 1, 2007, 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 far. 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 aze payable upon presentation and surrender hereof at the principal office of
in
(the "Bond Registrar"), acting as paying agent, ar any successor paying
agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment
Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder"
or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely
paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record
Date, and shall be payable to the person who is the 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 Special Record Date shall be given
to Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States of
America.
zmasso�z 18
1 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
2 THIS BOND SET FORTH ON TI� REVERSE HEREOF, WFIICH PROVLSIONS SHALL
3 FOR ALL PURPOSES HAVE TI� SAME EFFECT AS IF SET FORTH HERE.
�
TT LS HEREBY CERTIFIED AND RECTI'ED....
5 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
6 its City Council has caused this Bond to be executed on its behalf by the original or facsunile
7 signature of its Mayor, attested by the original or facsimile signature of its Clerk, and
8 countersigned by the original or facsimile signature of its Director, Office of Financial Services,
9 the official seal having been omitted as permitted by law.
10
Date ofRegistration:
Registrable by:
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30
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registraz
By
Authorized Signature
Payable at:
CITY OF SAINT PAUL,
RAMSEY COI3NTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
zotasso�z 19
1 ON REVERSE OF BOND
2 Date of Pavment Not Business Dav.
3 Redemption. All Bonds of this issue (the "Bonds") maturing after April 1, 2015,
4 aze subject to redemption and prepayment at the oprion of the Issuer on such date and on any day
5 thereafter at a price of paz plus accrued interest. Redemption may be in whole or in part of the
6 Bonds subject to prepayment. If redemption is in part, those Bonds temaining unpaid may be
7 prepaid in such ozder of maturity and in such amount per maturity as the City shall determine;
8 and if only part of the Bonds having a common maturity date are called for prepayment, the
9 specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions
10 thereof called for redemption shall be due and payable on the zedemption date, and interest
11 thereon shall cease to accrue from and after the redemption date.
12
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Notice of Redemrotion.
Selection of Bonds for Redemntion. To effect a partial redemption of Bonds
having a common maturity date, the Bond Registrar shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the nwnbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of mare than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a
Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
Issuer or Bond Registraz so requires, a written instrument of transfer in forsn satisfactory to the
Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of such Bond, without service chazge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any authorized
denomination or denominations, as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Oblieation.
Denominations; Exchanee; Resolution. The Bonds 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 fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registraz, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
3g Transfer. This Bond is transferable by the Holder in person or by his, her or its
39 attomey duly authorized in writing at the principal office of the Bond Registraz upon
40 presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
2014550v2 20
1 provided in the Resolution and to reasonable regulations of the Issuer contained in any
2 agreement with, or notice to, the Bond Registraz. Thereupon the Issuer shall execute and the
3 Bond Registtaz shall authenticate and deliver, in exchange for this Bond, one or more new fully
4 registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or
5 similaz designation), of an authorized denomination or denominations, in aggregate principal
6 amount equal to the principal amount of this Bond, of the same maturity and bearing interest at
7 the same rate.
8 Fees uroon Transfer or Loss.
9 Treatment of Reaistered Owner.
10 Authenrication
11 Not Oualified Tax-Exempt Obli atg ions.
12
13
14
ABBREVIATIONS
2o�asso�z 21
1 ASSIGNMENT
2 For value received, the undersigned hereby sells, assigns and transfers unto
3 the within
4 Bond and does hereby inevocably constitute and appoint
5 attorney to transfer the Bond on the books kept for the
6 registration thereof, with full power of substitufion in the premises.
7 Dated:
8 Norice: The assignoz's signariu'e to this assignment must
9 correspond with the name as it appears upon the face of
10 the within Bond in every particular, without alteration or
11 any change whatever. '
12 Signature Guaranteed:
13
14 Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
15 having a membership in one of the major stock exchanges or any other "Eligible Guarantor
16 Institurion" as defined in 17 CFR 240.17Ad-15(a)(2).
17 The Bond Registrar will not effect transfer of this Bond unless the information
18 concerning the transferee requested below is provided.
19 Name and Address:
20
21
22
23
(Include information for all joint owners if the Bond is held
by joint account.)
zoiasso�z 22
1 10. Execution. The Bonds shall be executed on behalf of the City by the
2 signatutes of its Mayor, Clerk and Duector, Office of Financial Services, each with the effect
3 noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that
4 the seal of the City may be a printed or photocopied facsimile; and provided further that any of
5 such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted
6 on the Bonds as pemutted by law. In the event of disability or resignarion or other absence of
7 any such officer, the Bonds may be signed by the manual or facsimile signature of that officer
8 who may act on behalf of such absent or disabled officer. In case any such officer whose
9 signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer
10 before the delavery of the Bonds, such signature or facsimile shall nevertheless be valid and
11 sufficient for all puzposes, the same as if he or she had remained in office until delivery.
12
13
14
15
16
17
18
19
20
21
22
23
11. Authentication; Date of Reeistration. No Bond shall be valid or obligatory
for any purpose or be entitled to any security or benefit under this resolution unless a Certificate
of Authenrication on such Bond, substantially in the form hereinabove set forth, shall have been
duly executed by an authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same person. The Bond Registraz
shall authenticate the signatures of officers of the City on each Bond by execution of the
Certificate of Authentication on the Bond and by inserting as the date of registration in the space
provided the date on which the Bond is authenticated. Far purposes of delivering the original
Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the
date of original issue, which date is April 18, 2007. The Certificate of Authentication so
executed on each Bond shall be conclusive evidence that it has been authenticated and delivered
under this resolution.
24 12. Reeistration; Transfer; Exchan�e. The City will cause to be kept at the
25 principal office of the Bond Registraz a bond register in which, subject to such reasonable
26 regulations as the Bond Registrar may prescribe, the Bond Registraz shall provide for the
27 registration of Bonds and the registration of transfers of Bonds entitled to be registered or
28 , transferred as herein provided.
29
30
31
32
33
34
35
36
37
38
39
40
41
42
A Global Certificate shall be registered in the name of the payee on the books of
the Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar,
who will endorse his or her name and note the date of registration opposite the name of the payee
in the certificate of registration on the Global Certificate. Thereafter a Global Certificate may be
transferred by delivery with an assignment duly executed by the Holder or his, her or its legal
representafive, and the City and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the ri�ts and powers of an owner until a Global Certificate is presented
with such assignment for registration of transfer, accompanied by assurance of the nature
provided by law that the assignment is genuine and effective, and until such transfer is registered
on said books and noted thereon by the Bond Registraz, all subject to the terms and conditions
provided in this resolution and to reasonable regulations of the City contained in any agreement
with, or notice to, the Bond Regish
Transfer of a Global Certificate may, at the direction and expense of the City, be
subject to other resh if required to qualify the Global Certificates as being "in registered
zmasso�z
23
1 form" within the meaning of Section 149(a) of the federal Intemal Revenue Code of 1986, as
2 amended.
3 If a Global Certificate is to be exchanged for one or more Replacement Bonds, all
4 of the principal amount of the Global Certificate shall be so exchanged.
5 Upon surrender for transfer of any Replacement Bond at the principal office of
6 the Bond Registraz, the City shall execute (if necessary), and the Bond Regish shall
7 authenricate, insert the date of registration (as provided in pazagraph 11) of, and deliver, in the
8 name of the designated transferee or transferees, one or more new Replacement Bonds of any
9 authorized denominarion or denominations of a like aggregate principal amount, having the same
10 stated maturity and interest rate, as requested by the trans£eror; provided, however, that no bond
11 may be registered in blank or in the name of "beazer" or similaz designation.
12 At the option of the Holder of a Replacement Bond, Replacement Bonds may be
13 exchanged for Replacement Bonds of any authorized denomination or denominations of a like
14 aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
15 exchanged at the principal office of the Bond Registrar. ��henever any Replacement Bonds are
16 so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall
17 authenticate, insert the date of registration of, and deliver the Replacement Bonds which the
18 Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
19 Global Certificates of smaller denominations.
20 All Bonds surrendered upon any exchange or transfer provided for in this
21 resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as
22 directed by the City.
23 All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
24 general obligations of the City evidencing the same debt, and entitled to the same benefits under
25 this resolution, as the Bonds surrendered for such exchange or transfer.
26 Every Bond presented or surrendered far transfer or exchange shall be duly
27 endorsed or be accompanied by a written instnunent of transfer, in form satisfactory to the Bond
28 Registrar, duly executed by the Aolder thereof or his, her or its attorney duly authorized in
29 writing.
30 The Bond Registraz may require payment of a sum sufficient to cover any tax or
31 other governmental charge payable in connection with the transfer or exchange of any Bond and
32 any legal or unusual costs regarding transfers and lost Bonds.
33 Transfers shall also be subject to reasonabie regulations of the City contained in
34 any agreement with, or notice to, the Bond Registrar, including regulations which permit the
35 Bond Registrar to close its transfer books between record dates and paysnent dates.
36 13. Riphts Uroon Transfer or Exchanee. Each Bond delivered upon transfer of
37 or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
38 unpaid, and to accrue, which were carried by such other Bond.
zotasso.rz 24
1 14. Interest Pavment: Record Date. Interest on any C31oba1 Certificate shall be
2 paid as provided in the first pazagraph thereof, and interest on any Replacement Bond shall be
3 paid on each Interest Payment Date by check or draft mailed to the person in whose name the
4 Bond is registered (the "Holder") on the registration books of the City maintained by fhe Bond
5 Registrar, and in each case at the address appearing thereon at the close of business on the
6 fifteenth (15th) day of the calendar month preceding such Interest Payment Date (the "Regular
7 Record Date"). Any such interest not so timely paid shall cease to be payable to the person who
8 is the Holder thereof as of the Regulaz Record Date, and shall be payable to the person who is the
9 Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond
10 Regish�ar whenever money becomes available for payment of the defaulted interest. Notice of
11 the Special Record Date shall be given by the Bond Registraz to the I�olders not less than ten
12 (10) days prior to the Special Record Date.
13 15. Holders: Treatment of Re�istered Owner; Consent of Holders.
14 A. For the purposes of all actions, consents and other matters affecting Holders of the
15 Bonds, other than payments, redemptions, and purchases, the City may (but shall not be
16 obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person
17 in whose name the Bond is registered. For that purpose, the City may ascertain the identity of
18 the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion
19 deems appropriate, including but not limited to a certificate from the person in whose name the
20 Bond is registered identifying such beneficial owner.
21 B. The City and Bond Registrar may treat the person in whose name any Bond is
22 registered as the owner of such Bond for the purpose of receiving payment of principal of and
23 premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such
24 Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and
25 neither the City nor the Bond Registrar shall be affected by notice to the contrary.
26 C. Any consent, request, direction, approval, objection or other instrument to be
27 signed and executed by the Holders may be in any number of concunent writings of similar tenor
28 and must be signed or executed by such Holders in person or by agent appointed in writing.
29 Proof of the execu5on of any such consent, request, direction, approval, objection or other
30 instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in
31 the following manner, shall be sufficient for any of the purposes of this resolution, and shall be
32 conclusive in favor of the City with regard to any action taken by it under such request or other
33 instrument, namely:
34 (1) The fact and date of the execution by any person of any such writing may
35 be proved by the certificate of any officer in any jurisdiction who by law has power to
36 take acknowledgments within such jurisdiction that the person signing such writing
37 aclrnowledged before him or her the execution thereof, or by an affidavit of any witness
38 to such execution.
39 (2) Subject to the provisions of subparagraph (A) above, the fact of the
40 ownership by any person of Bonds and the amounts and numbers of such Bonds, and the
41 date of the holding of the same, may be proved by reference to the bond register.
zmasso�z 25
1 16. Delivery; Application of Proceeds. The Global Certificates when so
2 prepazed and executed shall be delivered by the Directoz, Office of Financial Services, to the
3 Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
4 proper application thereof.
5 17. Fund and Account. There is hereby created a special account to be
6 designated the "Capital Improvement Bonds of 2007C Account" (the °Capital AccounY'). There
7 has been heretofore created and established the General Debt Service Fund (numbered 960,
8 herein the "Fund"). The Fund and Capital Account shall each be maintained in the manner
9 herein specified unfil all of the Bonds and the interest thereon haue been fully paid.
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
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29
30
31
32
33
34
35
36
37
38
(i) C�ital Account. To the Capital Account there shall be credited
the proceeds of the sale of the Sonds, less accrued interest received thereon, and
less any amount paid for the Bonds in excess of $6,200,000. From the Capital
Account there shall be paid all costs and expenses ofmaking the Improvements,
including the cost of any construction contracts heretofore let and all other costs
incurred and to be incurred of the kind authorized in Minnesota Statutes, Section
475.65 (including interest on the Bonds payable during the construction period);
and flie moneys in the Capitai Account shall be used for no other puspose except
as otherwise provided by law; provided fliat the proceeds of the Bonds may also
6e used to flie extent necessary to pay interest on the Bonds due prior to the
anticipated date of commencement of the collection of tases levied herein; and
provided further that if upon completion of the Improvements there shall remain
any unexpended balance in the Capital Account, the balance may be transferred
by the Council to the fund of any other improvement instituted pursuant to Laws
of Minnesota for 1971, Chapter 773, as amended, or used for any other purpose
permitted by law, or transferred to the Fund. All earnings on the Capital Account
shall be transferred to the Fund, or may remain in the Capital Account.
(ii) Fund. There is hereby pledged and there shall be credited to the
Fund, to a special sinking fund account which is hereby created and established
therein for the payment of the Bonds: (a) ail accrued interest received upon
delivery of the Bonds; (b) all funds paid for the Bonds in excess of $6,200,000;
(c) any collections of all taxes which are herein levied for the payment of the
Bonds and interest thereon as provided in pazagraph 18; (d) all funds remaining in
the Capital Account after completion of the Improvements and payment of the
costs thereof, not so transferred to the account of another improvement or used for
any other putpose permitted by law; (e) all investment eaznuigs on moneys held in
said special account in the Fund; and ( fl any and all other moneys which are
properly available and are appropriated by the governing body of the City to said
specialaccountin the Fund.
39 Said special account created in the Fund shall be used solely to pay the pnncipal and
40 interest and any premiums for redemption of the Bonds and any other bonds of the City
41 heretofore or hereafter issued by the City and made payable from said special account in the
42 Fund as provided by law, or to pay any rebate due to the United States. No portion of the
43 proceeds of the Bonds shall be used directly ar indirectly to acquire higher yielding inveshnents
zoiasso� 26
1 or to replace funds which were used directly or induectly to acquire higher yielding investments,
2 except (1) for a reasonable temporary period until such proceeds aze needed for the purpose for
3 which the Bonds were issued, and (2) in addition to the above in an amount not greater than
4 $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the
5 Capital Account or said special account in the Fund (or any other City account which will be
6 used to pay principal or interest to become due on the bonds payable therefrom) in excess of
7 amounts which under then-applicable federal azbitrage regulations may be invested without
8 regazd as to yield shall not be invested at a yield in excess of the applicable yield reshicrions
9 imposed by said arbitrage regulations on such investments after taldng into account any
10 applicable "temparary periods" or "minor portion" made available under the federal azbitrage
11 regulations. In addition, the proceeds of tlte Bonds and money in the Capital Account or Fund
12 shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United
13 States ar any agency or instnunentality thereof if and to the extent that such inveshnent would
14 cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the federal
15 Intemal Revenue Code of 1986, as amended (the "Code").
16 18. T� I,evV; Coveraee Test. To provide moneys for payment of the
17 principal and interest on the Bonds fliere is hereby levied upon all of the taacable property in the
18 City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with
19 and as part of other general property taxes in the City for the years and in the amounts as
20 follows:
Year of Taac
Lev,y�
Year of Tas
Collection
Amount
2006*
2007
2008
2009
2010
2011
2012
2013
2014
2015
2007*
2008
2009
2010
2011
2012
2013
2014
2015
2016
21 � heretofore levied or provided from other available City funds
$437,396*
836,063
838,373
839,528
834,488
839,003
831,863
834,278
830,671
832,049
22 The tax levies are such that if collected in full they, together with estimated
23 collections of any other reveizues herein pledged for the payment of the Bonds, will produce at
24 least five percent (5%) in excess of the amount needed to meet when due the principal and
25 interest payments on the Bonds. The taac levies shall be urepealable so long as any of the Bonds
26 are outstanding and unpaid, provided that the City reserves the right and power to reduce the
27 levies in the manner and to the extent pernutted by Minnesota Statutes, Section 475.61,
28 Subdivision 3.
zoiasso� Z�
1 19. General ObliQarion P1edQe. For the prompt and full payment of the
2 principal and interest on the Bonds, as the same respectively become due, the full faith, credit
3 and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the
4 Fund (as defined in paza�aph 17 hereo fl is ever insufficient to pay all principal and interest then
5 due on the Bonds payable therefrom, the de5ciency shall be promptly paid out of any other funds
6 of the City wiuch are available for such purpose, including the general fund of the City, and such
7 other funds may be reimbursed with or without interest from the Fund when a sufficient balance
8 is available therein.
9 20. Certificate of Registration. The Director, Office of Financial Services, is
10 hereby directed to file a certified copy of this resolution with the officer of Ramsey County,
ll Minnesota, performing the functions of the county auditor (the "County Auditor"), together with
12 such other information as the County Auditor shall require, and to obtain the County Auditor's
13 certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the
14 tas levy required by law has been made.
15 21. Records and Certificates. The officers of the City are hereby authorized
16 and directed to prepare and furnish to the Purchaser, and to the attorneys approving the ]egality
17 of the issuance of the Bonds, certified copies of all proceedings and records of the City relating
18 to the Bonds and to the financial condition and affairs of the City, and such other affidavits,
19 certificates and information as are required to show the facts relating to the legality and
20 marketability of the Bonds as the same appear from the books and records under their custody
21 and control or as otherwise known to them, and all such certified copies, certificates and
22 affidavits, including any heretofore furnished, shall be deemed representations of the City as to
23 the facts recited therein.
24 22. Negative Covenants as to Use of Proceeds and Improvements. The City
25 hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or
26 pernut them to be used, or to enter into any deferred payment arrangements for the cost of the
27 Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the
28 meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no
29 actions wi11 Ue taken over the term of the Bonds that would cause them to be private activity
30 bonds, and the average term of the Bonds is not longer than reasonably necessary for the
31 governmental purpose of the issue. The City hereby covenants not to use the proceeds of the
32 Bonds in such a manner as to cause the Bonds to be "hedge bonds" within the meaning of
33 Secrion 149(g) of the Code.
34 23. Tax-Exempt Status of the Bonds Rebate� Elections. The City shall
35 comply with requirements necessazy under the Code to establish and maintain the exclusion from
36 gross income under Section 103 of the Code of the interest on the Bonds, including without
37 limitation requirements relating to temporary periods for investments, limitations on amounts
38 invested at a yield greater than the yield on the Bonds, aud the rebate of excess investment
39 earnings to the United States.
40 The City expects that the two-year expenditure exception to the rebate
41 requirements may apply to the construcrion proceeds of the Bonds.
zotassovz 28
1 If any elecrions are available now or hereafter with respect to arbitrage or rebate
2 matters relating to the Bonds, the Mayor, Clerk, Treasurer and Duector, Office of Financial
3 Services, or any of them, aze hereby authorized and directed to make such elections as they deem
4 necessary, appropriate or desirable in connecfion with the Bonds, and all such elecrions shall be,
5 and shall be deemed and treated as, elecrions of the City.
6 24. No DesiQnarion of Oualified Tas-Exempt Obligations. The Bonds,
7 together with other obligations issued by the City in 2007, exceed in amount those which may be
8 qualified as "qualified taac-exempt obligations" within the meaning of Section 265(b)(3) of the
9 Code, and hence are not designated for such purpose.
10 25. Letter of Reoresentations. The Letter of Representations for the Bonds is
ll hereby confirmed to be the Blanket Issuer Letter of Representations dated April 1Q, 1996, by the
12 City and received and accepted by The Aepository Trust Company. So long as The Depository
13 Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
14 City shall comply with the provisions of the Letter of Representations, as it may be amended or
1 S supplemented by the City from time to time with the agreement or consent of The Depository
16 Trust Company.
17 26. Ne�otiated Sale. The City has retained Springsted i�icorporated as an
18 independent financial advisor, and the City has heretofore detennined, and hereby detennines, to
19 sell the Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60,
2Q Subdivision 2(9).
21 27. Continuine Disclosure. The City is an obligated person with respect to the
22 Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
23 promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
24 Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
25 "Undertaking") hereinafter described, to:
26 A. Provide or cause to be provided to each natibnally recognized municipal
27 securities information repository ("NRMSTR") and to the appropriate state information
28 depository ("SID"), if any, for the State of Minnesota, in each case as designated by the
29 Commission in accordance with the Rule, certain annual financial information and
30 operating data in accordance with the Undertaking. The City reserves the right to modify
31 from tune to time the terms of the Undertaking as provided therein.
32 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
33 or to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of
34 the occurrence of certain material events with respect to the Bonds in accordance with the
35 Undertaking.
36 C. Provide or cause to be provided, in a tiinely mamier, to (i) exch NRMSIR
37 or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual
38 financial information with respect to the City described in the Undertalang.
39 The City agrees that its covenants pursuant to the Rule set forth in this pazagraph
40 27 and in the Undertak.zng are intended to be for the benefit of the Holders of the Bonds and shall
zoiasso�z 29
�
o�- ,�s
be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
these covenants shall be limited to a right to obtain specific enforcement of the City's obligations
under the covenants.
4 The Mayor and Director, Office of Financial Services, or any other officers of the
5 City authorized to act in their stead (the "Officers"), are hereby authorized and directed to
6 execute on behalf of the City the Undertaking in substantially the form presented to the City
7 Council, subject to such modifications thereof or additions thereto as are (i) consistent with the
8 requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
9 28. Severabilitv. ff any section, paragraph or provision of this resolution
10 shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of
11 such section, pazagraph or provision shall not affect any of the remaining provisions of this
12 resolution.
13 29. Headings. Headings in this resolution are included for convenience of
14 reference only and are not a part hereof, and shall not limit or define the meaning of any
15 provision hereof.
Benanav Y
Bostrom ,i
Hazris 1a35�
Helgen ✓
Lantry J
Montgomery
Thune ✓
Absent
r
Adopted by Council: Date � /� !� �
Adoption Certified by Council Secretary
By: / / / it <
Approved by or te '��� b
By:
Approv ayor ubmi sion o Council
By:
20145SOv2 30
�� � � � Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet
� o 7 �3�5
DEParLtllenN�c[•lcouncil• ' n�_._..._�_._ /
FS — Fmanciai Services
10-APR-07
Green Sheet NO: 3038554
Contact Person & Phone:
Aie�candra O'Leary
266-8632
rv�ust ese on Council Agenc
1&APR-07
Doc.Type: RESOLUTION
E-Dxument Required: N
Document Contact:
CoMact Phone:
�/
Assign-
Number
For
Ortler
7otal # of Signature Pages _(Clip Ail Locations for Signature)
0 aneial Services — — _ _ _
1 °a°����c� I7e sr�eatDirecWr
2 ' Attorne Cti Attorne ,� l y Ipjo')
4 mcii Coma1
5
Awazd an issuance of $6,250,000 General Obligafion Capitai Improvement Bonds, Series 2007C.
�uauons: HppfOV2 (A) OI' 1'
Planning Commission
CIB Committee
Givil Service Commission
1. Has this person/firm ever worked under a contract for this department?
Yes No
2. Has this persoNfittn ever been a city employee?
Yes No
3. Does this persoNfirm possess a skill not normaily possessed by any
current city employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet
initiating probiem, Issues, Opportunity (Who, What, When, Where, Why):
2007 Spring Bonds 5ale: the bids will be received on 4/18/07. Ciry Council approval is required to finalize the sale.
Advartages if Approved:
The Bonds will be so7d.
Disadvantages If Approved:
None.
Disadvantages It Not Approved:
The Bonds will not be sold.
Trensaction:
Funding Source:
Financial Intormation:
(Explain)
Cost/Revenue Butlgeted:
ActivityNumber. � � : ° �� - °"''r^'
:
s:i 1� _ . �1g8&Y>�
April 70, 2007 y 1:09 AM
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