07-346AMENDED — 4/18/07
Council File # O� 3 �
GreenSheet# p�57Z
RESOLUTION
P�esented By
Referred To
OF �INT PAUL, MINNESOTA '�
ACCEPTING PROPOSAL ON SALE OF APPROXIMATELY
$12,500,000 GENERAL OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BONDS, SERIES 2007D,
PROVIDING FOR THEIIZ ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
WHEREAS, the Director, Office of Financial Services, has presented proposals
received for the sale of approximately $12,500,000 General Obligation Street Improvement
Special Assessment Bonds, Series 2007D (the "Bonds"), of the City of Saint Paul, Minnesota
(the "City"); and
WHEREAS, the proposals set forth on Exhibit A attached hereto were received
pursuant to the Terms of Proposal at the offices of Springsted Incorporated at ll:00 A.M.,
Central Time, this same day; and
WHEREAS, the Director, Office of Financial Services, has advised this Council
that the proposal of UBS Securities LLC was found to be the most advantageous and
has recommended that saad proposal be accepted; and
WHEREAS, the proceeds of the Bonds will finance certain street improvements
to be specially assessed, for which the City is proceeding pursuant to its Charter and not
Minnesota Statutes, Chapter 429, with any excess to be used for any other purpose permitted by
law; and
WHEREAS, the City has heretofore issued registered obligations in certificated
form, and incurs substantial costs associated with their printing and issuance, and substantial
continuing transaction costs relating to their payment, transfer and exchange; and
WHEREAS, the City has determined that significant savings in transaction costs
will result from issuing bonds in "global book-enhy form", by which bonds are issued in
certificated form in large denominations, registered on the books of the City in the name of a
depositary or its nominee, and held in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities clearance and settlement system (the
"National System") registers transfers of ownership interests in the bonds by making
computerized book entries on its own books and distributes payments on the bonds to its
Participants shown on its books as the owners of such interests; and such Participants and other
banks, brokers and dealers participating in the National System will do likewise (not as agents of
the City) if not the beneficial owners of the bonds; and
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WHEREAS, "Participants" means those financial institutions for whom the
Depository effects book-entry transfers and pledges of securities deposited and immobilized with
the Depository; and
WHEREAS, The Depository Trust Company, a limited purpose trust company
organized under the laws of the State of New York, or any of its successors or successors to its
functions hereunder (the "Depository"), will act as such depository with respect to the Bonds
except as set forth below, and the City has heretofore delivered a letter of representations (the
"I,etter of Representations") setting forth various matters relating to the Depository and its role
with respect to the Bonds; and
WHEREAS, the City will deliver the Bonds in the form of one certificate per
maturity, each representing the entire principal amount of the Bonds due on a particular maturity
date (each a"Global Certificate"), which single certificate per maturity may be transferred on the
City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
denominations unless the City determines to issue Replacement Bonds as provided below; and
WHEREAS, the City will be able to replace the Depository or under certain
circumstances to abandon the "global book-entry form" by permitting the Global Certificates to
be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
register; and "Replacement Bonds" means the certificates representing the Bonds so
authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and
WHEREAS, "Holder" as used herein means the person in whose name a Bond is
registered on the registration books of the City maintained by the registraz appointed as provided
in paragraph 8(the "Bond Registrar"); and
WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
"participating underwriters" from purchasing or selling the Bonds unless the City undertakes to
provide certain continuing disclosure with respect to the Bonds; and
WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
public sale requirements do not apply to the Bonds if the City retains an independent financial
advisor and determines to sell the Bonds by private negotiation, and the City has instead
authorized a competitive sale without publication of notice thereof as a form of private
negotiation; and
WHEREAS, proposals for the Bonds have been solicited by Springsted
Incorporated pursuant to an Official Statement and Terms of Proposal therein; and
WHEREAS, the City retained the right to change the principal amount of the
Bonds from the proposed $12,SOO,OOQ but the City has determined to make no change:
NOW, THEREFORE, BE TT RESOLVED by the Council of the City of Saint
Paul, Minnesota, as follows:
1. Acceptance of Proposal. The proposal of UBS Securities LLC (the
"Purchaser") to purchase $12,500,000 General Obligation Street Improvement Special
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Assessment Bonds, Series 2007D, of the City (the "Bonds", or individually a"Bond"), in
accordance with the Terms of Proposal for the bond sale, at the rates of interest hereinafter set
forth, and to pay therefor the sum of Sv 12,444,750.00, plus interest accrued to settlement, is
hereby found, detemuned and declared to be the most favorable proposal received and is hereby
accepted for Bonds in the principal amount of $12,500,000 for a purchase price of
$12,444,750.00, plus interest accrued to settlement, and the Bonds are hereby awazded to the
Purchaser. The Director, Office of Financial Services, or his designee, is directed to retain the
deposit of the Purchaser and to forthwith return to the others making proposals their good faith
checks or drafts.
2. Tifle; Orieinal Issue Date; Denominations; Maturities. The Bonds shall be
titled "General Obligation Street Improvement Special Assessment Bonds, Series 2007D", shall
be dated April 18, 2007, as the date of original issue and shall be issued forthwith on or after
such date as fully registered bonds. The Bonds shall be numbered from R-1 upward. Global
Certificates 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
prepayment. Replacement Bonds, if issued as provided in paragraph 6, shall be in the
denomination of $5,000 each or in any integral multiple thereof of a single maturity. The Bonds
shall mature on April 1 and October 1 in the years and amounts as follows:
Date
April 1, 2008
October 1, 2008
April 1, 2009
October 1, 2009
April 1, 2010
October l, 2010
April 1, 2011
October 1, 2011
April l, 2012
October 1, 2012
April 1, 2013
October 1, 2013
April l, 2014
October 1, 2014
Amount
$505,000
260,000
265,000
255,000
260,000
260,000
265,000
265,000
270,000
270,000
275,000
280,000
285,000
285,000
Date
April l, 2015
October 1, 2015
April 1, 2016
October 1, 2016
October 1, 2017
October 1, 2018
October 1, 2019
October 1, 2020
October 1, 2021
October 1, 2022
October 1, 2023
April l, 2025
April 1, 2027
Amount
$ 290,000
29Q000
295,000
300,000
610,000
625,000
640,000
660,000
680,000
695,000
720,000
1,120,000
1,575,000
The above maturity schedule differs from the schedule in the Terms of Proposal
as follows: as to term bonds.
3. Purpose. The Bonds shall provide funds for the construction of various
street improvements (the "Improvements") in the City, and any excess construction funds shall
be devoted to any other purpose pernutted by law. The total cost of the Improvements, which
shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at
least equal to the amount of the Bonds available for this purpose. Work on the Improvements
shall proceed with due diligence to completion.
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4. Interest. The Bonds shall beaz interest payable semiannually on April ]
and October i of each yeaz (each, an"Interest Payment Date"), commencing October 1, 2007,
calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per
annum set forth opposite the maturity dates as follows:
Maturity Date
April 1, 2008
October 1, 2008
April 1, 2009
October 1, 2009
April 1, 2010
October 1, 2010
April 1, 2011
October 1, 2011
April 1, 2012
October 1, 2012
April l, 2013
October 1, 2013
Apa�il 1, 2014
October 1, 2014
Interest Rate
4.000%
4.000
4.000
4.000
4.000
4.000
4.000
4.000
4.000
4.000
4.000
4.000
4.000
4.000
Maturity Date
April 1, 2015
October 1, 2015
April 1, 2016
October l, 2016
October 1, 2017
October 1, 2018
October 1, 2019
October 1, 2020
October 1, 2021
October 1, 2022
October 1, 2023
April 1, 2025
April 1, 2027
Interest Rate
4.000%
4.000
4.000
4.000
4.000
4.000
4.000
4125
4.125
4.250
4.250
4.250
4375
5. Description of the Global Certificates and Global Book-Entrv S, s�m.
Upon their original issuance the Bonds will be issued in the form of a single Global Certificate
for each maturity, deposited with the Depository or its agent by the Purchaser and immobilized
as provided in paragraph 6. No beneficial owners of interests in the Bonds will receive
certificates representing their respective interests in the Bonds except as provided in pazagraph 6.
Except as so provided, during the term of the Bonds, beneficial ownership (and subsequent
transfers of beneficial ownership) of interests in the Global Certificates will be reflected by book
entries made on the records of the Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's book entries of beneficial
ownership interests aze authorized to be in increments of $5,000 of principal of the Bonds, but
not smaller increments, despite the lazger authorized denominations of the Global Certificates.
Payment of principal of, premium, if any, and interest on the Global Certificates will be made to
the Bond Registrar as paying agent, and in turn by the Bond Reglstrar to the Depository or its
nominee as registered owner of the Global Certi£icates, and the Depository according to the laws
and rules governing it will receive and forward payments on behalf of the beneficial owners of
the Global Certificates.
Payment of principal of, premium, if any, and interest on a Global Certificate may
in the City's discretion be made by such other method of transfening funds as may be requested
by the Holder of a Global Certificate.
6. Immobilization of Global Certificates b�he De op sitOry;_Successor
Depositor�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
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the Depository or its agent. The Global Certificates shall be in typewritten form or otherwise as
acceptable to the Depository, shall be registered in the name of the Depository or its nominee
and shall be held immobilized from circulation at the offices of the Depository or its agent on
behalf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the
sole holder of record of the Global Certificates and no 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 pazagraph and in paragraph 12.
Certificates evidencing the Bonds may not after thelr original delivery be
transferred or exchanged except:
(i) Upon registration of transfer of ownership of a Crlobal Certificate, as provided
in puagraph 12,
(ii) To any successor of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (iii) of this
subpazagraph, provided that any successor of the Depository or any substitute depository
must be both a"cleazing corporation" as defined in the Minnesota Uniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "cleazing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
(iii) To a substitute depository designated by and acceptable to the City upon (a)
the determination by the Depository that the Bonds shall no longer be eligible for its
depository services or (b) a deternunation by the City that the Depository is no longer
able to carry out its functions, provided that any substitute depository must be qualified to
act as such, as provided in clause (ii) of this subparagraph, or
(iv) To those persons to whom transfer is requested in written transfer instructions
ln the event that:
(a) the Depository shall resign or discontinue its services for the Bonds
and the City is unable to locate a substitute depository within two (2) months
following the resignation or determination of non-eligibility, or
(b) upon a determination by the City in its sole discretion that (1) the
continuation of the book-entry system described herein, which precludes the
issuance of certificates (other than Global Certificates) to any Holder other than
the Depository (or its nominee), might adversely affect the interest of the
beneficial owners of the Bonds, ar(2) that it is in the best interest of the beneficial
owners of the Bonds that they be able to obtain certificated bonds,
in either of which events ttie City shall notify Holders of its deternunation and of the
availability of certificates (the "Replacement Bonds") to Holders requesting the same and
the registration, transfer and exchange of such Bonds will be conducted as provided in
paragraphs 9B and 12 hereof.
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In the event of a succession of the Depository as may be authorized by this
pazagraph, the Bond Registraz upon presentation of Global Certificates shall register their
transfer to the substitute or successor depository, and the substitute or successor depository shall
be treated as the Depository for all purposes and functions under this resolution. The L,etter of
Representations shall not apply to a substitute or successor depository unless the City and the
substitute or successor deposi[ory so ab ee, and a similaz agreement may be entered into.
Redem tion.
(a) Optional Redem tp ion. All Bonds maturing after April 1, 2015, shall be subject to
redemption and prepayment at the option of the City on such date and on any day thereafter at a
price of paz plus accnzed interest. Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such
order of maturity and in such amount per maturity as the City shall determine (treating amounts
scheduled for mandatory redemption as maturities); and if only part of the Bonds having a
common maturity date are called for prepayment, the Global Certificates may be prepaid in
$5,000 increments of principal and, if applicable, the specific Replacement Bonds to be prepaid
shall be chosen by lot by the Bond Registraz.
(b) Scheduled Mandatorv Redem t�on. Term Bonds maturing on October 1, 2�17,
aze subject to redemption and prepayment on April 1, 2017, at a price of par plus accrued
interest, without premium, in the amount set forth below:
Date Amount
April l, 2017 $305,000
October 1, 2017 305,000 (Maturity)
Term Bonds maturing on October 1, 2018, are subject to redemption and prepayment on April 1,
2018, at a price of par plus accrued interest, without premium, in the amount set forth below:
Date Amount
April 1, 2018 $31Q000
October 1, 2018 315,000 (Maturiry)
Term Bonds maturing on October 1, 2019, are subject to redemption and prepayment on April 1,
2019, at a price of par plus accrued interest, without premium, in the amount set forth below:
Date Amount
April 1, 2019 $32�,000
October 1, 2019 320,000 (Maturity)
Term Bonds maturing on October 1, 2020, aze subject to redemption and prepayment on April 1,
2020, at a price of par plus accrued interest, without premium, in the amount set forth below:
Date
April 1, 2020
October 1, 2020
Amount
$330,000
330,000 (Maturity)
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Term Bonds maturing on October l, 2021, are subject to redemption and prepayment on April 1,
2021, at a price of par plus accrued interest, without premium, in the amount set forth below:
Date Amount
April l, 2021 $34Q000
October 1, 2021 340,000 (Maturity)
Term Bonds maturing on October l, 2022, aze subject to redemption and prepayment on April 1,
2022, at a price of paz plus accrued interest, without premium, in the amount set forth below:
Date Amommt
April 1, 2022 $345,000
October 1, 2022 350,000 (Maturity)
Term Bonds maturing on October 1, 2023, are subject to redemption and prepayment on April 1,
2023, at a price of paz plus accrued interest, without premium, in the amount set forth below:
Date Amount
April 1, 2023 $360,000
October 1, 2023 360,000 (Maturity)
Term Bonds maturing on April 1, 2025, are subject to redemption and prepayment on April 1,
2024, and October 1, 2024, at a price of paz plus accrued interest, without premium, on the dates
and in the amounts set forth below:
Date Amount
April l, 2024 $37Q000
October 1, 2024 370,000
April l, 2025 380,000 (Maturity)
Term Bonds maturing on April 1, 2027, aze subject to redemption and prepayment on October 1,
2025, April 1, 2026, and October 1, 2026, at a price of par plus accrued interest, without
premium, on the dates and in the amounts set farth below:
Date
October 1, 2025
April 1, 2026
October 1, 2026
April 1, 2027
Amount
$385,000
390,000
395,000
405,000 (Maturity)
(c) Due Date. Bonds or portions thereof called for redemption shall be due and
payable on the redemption date, and interest thereon shall cease to accrue from and after the
redemption date.
(d) Notation on Global Certificate. Upon a reduction in the aggregate principal
amount of a Global Certificate, the Holder may make a notation of such redemption on the panel
provided on the Global Certificate stating the amount so redeemed, or may return the Global
Certificate to the Bond Registrar in exchange for a new Global Certificate authenUcated by the
2014513WL �]
Bond Registrar, in 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
deternunative of the principal amount of such Giobal Certificate outstanding, unless the Bond
Registraz has sib ed the appropriate column of the panel.
(e) Selection of Replacement Bonds. To effect a partial redemption of Replacement
Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption
shall assign to each Replacement Bond having a common maturity date a distinctive number for
each $5,000 of the principal amount of such Replacement Bond. The Bond Registraz shall then
select by lot, using such method of selection as it shall deem proper in its discretion, from the
numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Replacement Bonds to be redeemed. The
Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned
numbers so selected; provided, however, that only so much of the principal amount of each such
Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
$5,000 for each number assigned to it and so selected.
(fl Partial Redemption of Replacement Bond. If a Replacement Bond is to be
redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form satisfactary to the City and Bond
Registrar duly executed by the Holder thereof ar his, her or its attorney duly authorized in
writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and
deliver to the Holder of such Replacement Bond, without service charge, a new Replacement
Bond or Bonds of the same series having the same stated maturity and interest rate and of any
authorized denomination or denominations, as requested by such Holder, in aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
(g) Request for Redem t�on. The Bond Registrar shall call Bonds for redemption and
payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days priar
to the redemption date of a request of the City, in written form if the Bond Registrar is other than
a City officer. Such request shall specify the principal amount of Bonds to be called for
redemption and the redemption date.
(h) Notice. Mailed notice of redemption shall be given to the paying agent (if other
than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds
for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give
written notice in the name of the City of its intention to redeem and pay such Bonds at the office
of the Bond Registrar. Notice of redemption shall be given by first class mail, postage prepaid,
mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
redeemed, at the address appearing in the Bond Register. All notices of redemption shall state:
(i) The redemption date;
(ii) The redemption price;
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(iii) If less than all outstanding Bonds are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of the Bonds to
be redeemed;
(iv) 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
(v) The place where such Bonds are to be surrendered for payment of the
redemption price (which shall be the office of the Bond Registrar).
(i) Notice to De ository. Notices to The Depository Trust Company or its nominee shall
contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than the
Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such notice to the
Depository on the business day next preceding the date of mailing of such notice to all other Holders.
8. Bond Re ig Strar. 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 Registrar 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 paragraph 14 of this resolution.
9. Farms of Bond. The Bonds shall be in the form of Global Certificates
unless and until Replacement Bonds are made available as provided in paragraph 6. Each form
of bond may contain such additional ar different terrns and provisions as to the form of payment,
record date, notices and other matters as aze consistent with the Letter of Representations and
approved by the City Attorney.
A. Global Certificates. The Global Certificates, together with the Bond
Registrar's Certificate of Authentication, the Certificate of RegistraUon, the Register of Partial
Payments, the form of Assignment and the registration information thereon, shall be in
substantially the following form and may be typewritten rather than printed:
2014513dL 9
UNTTED STATES OF t1MERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CTI'Y OF SAINT PAUL
R-
INTEREST
RATE
$
GENERAL OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BOND, SERIES 2007D
MATi.JRTI'Y
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
1, 20_
REGISTERED OWNER:
PRINCIPAL AMOUNT:
April 18, 2007
DOLLARS
KNOW ALL PERSONS BY THESE PRE3ENTS 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 yeu (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 for. This Bond will bear interest from the most recent Interest Payment Date to
which interest has been paid or, if no interest has been paid, from the date of original issue
hereof. The principal of and premium, if any, on this Bond are payable in same-day funds by
2:30 p.m., Eastern fime, 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 2:30 p.m., Eastern time, and may make
a notation on the panel provided herein of such redemption, stating the amount so redeemed, or
may return the Bond to the Bond Registrar in exchange for a new Bond in the proper principal
amount. Such 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 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 Registrar and at the address appearing
thereon at the close of business on the fifteenth day of the calendar month preceding such
Interest Payment Date (the "Regular Record Date"). Interest payments shall be received by the
Holder no later than 2:30 p.m., Eastern time; and principal and premium payments shall be
received by the Holder no later than 2:30 p.m., Eastern time, if the Bond is sunendered for
2014513v2 IQ
payment enough in advance to permit 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 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.
Date of Payment Not Business D�. If the date for payment of the principal of,
premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
which banking institutions in the City of New York, New York, or the city where the principal
office of the Bond Registrar is located are authorized by law or executive order to close, then the
date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
holiday or a day on which such banking institutions aze authorized to close, and payment on such
date sha11 have the same force and effect as if made on the nominal date of payment.
Optional Redem�tion. All Bonds of this issue (the "Bonds") maturing after
April 1, 2015, are subject to redemption and prepayment at the option of the Issuer on such date
and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or
in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining
unpaid may be prepaid in such order of maturity and in such amount per maturity as the City
shall determine (treating amounts scheduled for mandatary redemption as maturities); and if only
part of the Bonds having a common maturity date are called for prepayment, this Bond may be
prepaid in $5,000 increments of principal.
Scheduled Mandatorv Redem tp ion. The Bonds maturing on October 1, 2017,
shall be redeemed and prepaid on April 1, 2017, at a price of par plus accrued interest, without
premium, in the amount set forth below:
Date
April 1, 2017
October 1, 2017
Amount
$305,000
305,000 (Maturity)
The Bonds maturing on October 1, 2018, shall be redeemed and prepaid on April 1, 2018, at a
price of par plus accrued interest, without premium, in the amount set forth below:
Date
April 1, 2018
October 1, 2018
Amount
$310,000
315,000 (Maturity)
The Bonds maturing on October 1, 2019, shall be redeemed and prepaid on April 1, 2019, at a
price of par plus accrued interest, without premium, in the amount set forth below:
Date
April 1, 2019
October 1, 2019
Amount
$32�,00�
320,000 (Maturity)
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The Bonds maturing on October 1, 2020, shall be redeemed and prepaid on Apzil 1, 2020, at a
price of paz plus accrued interest, without premium, in the amount set forth below:
Date
April l, 2020
October 1, 2020
Amount
$330,000
330,000 (Maturity)
The Bonds maturing on October 1, 2021, shall be redeemed and prepaid on April 1, 2021, at a
price of par plus accrued interest, without premium, in the amount set forth below:
Date
April 1, 2021
October 1, 2021
Amount
$340,000
340,000 (Maturity)
The Bonds maturing on October 1, 2022, shall be redeemed and prepaid on April 1, 2022, at a
price of par plus accrued interest, without premium, in the amount set forth below:
Date
April 1, 2022
October l, 2022
Amount
$345,000
350,000 (Maturity)
The Bonds maturing on October 1, 2023, shall be redeemed and prepaid on April 1, 2023, at a
price of paz plus accrued interest, without premium, in the amount set forth below:
Date
April 1, 2023
October 1, 2023
Amount
$360,000
360,000 (Maturity)
The Bonds maturing on April 1, 2025, shall be redeemed and prepaid on April 1, 2024, and
October 1, 2024, at a price of par plus accrued interest, without premium, on the dates and in the
amounts set forth below:
Date
April 1, 2024
October l, 2024
April 1, 2025
Amount
$370,000
370,000
380,000 (Maturity)
The Bonds maturing on April 1, 2027, shall be redeemed and prepaid on October 1, 2025, April
1, 2026, and October l, 2026, at a price of paz plus accrued interest, without premium, on the
dates and in the amounts set forth below:
Date
October 1, 2025
April 1, 2026
October 1, 2026
April 1, 2027
Amount
$385,000
390,000
395,000
405,000 (Maturity)
2014513v2 12.
Due Date. Bonds or portions thereof called for redemption shall be due and
payable on the redemption date, and interest thereon shall cease to accrue from and after the
redemption date.
Notice of Redemption. Mailed notice of redemption shall be given to the paying
agent (if other than a City officer) and to each affected Holder of the Bonds. Tn the event any of
the Bonds are called for redemption, written notice thereof will be given by first class mail
mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
redeemed. In connecuon with any such notice, the "CUSIP" numbers assigned to the Bonds
shall be used.
Replacement or Notation of Bonds after Partial Redem t�on. Upon a partial
redemption of this Bond which results in the stated amount hereof being reduced, the Holder
may in its discretion make a notation on the panel provided herein of such redemption, stating
the amount so redeemed. 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 the Bond outstanding, unless the Bond Registrar has signed the appropriate column of
the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attomey duly
authorized in writing) and the Issuer shall execute (if necessuy) and the Bond Registrar shall
authenticate and deliver to the Holder of such Bond, without service charge, a new Bond of the
same series having the same stated maturity and interest rate and of the authorized denomination
in aggregate principal amount equal to and in exchange far the unredeemed portion of the
principal of the Bond so surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total
principal amount of $12,500,000, all of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination and redemption privilege, which Bond has been issued
pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and
the Charter of the Issuer, and pursuant to a resoluUon adopted by the City Council of the Issuer
on April 18, 2007 (the "Resolution"), for the purpose of providing money to finance the
construction of vazious street improvements in the City. This Bond is payable out of a special
account relating to the Bonds in the General Obligation Special Assessments — Streets Debt
Service Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to
provide moneys for the prompt and full payment of its principal, premium, if any, and interest
when the same become due, the full faith and credit and tasing powers of the Issuer have been
and aze hereby inevocably pledged.
Denominations; Exchanee; Resolution. The Bonds are issuable originally only as
Giobal Certificates in the denomination of the entire principal amount of the issue maturing on a
single date, or, if a portion of said principal amount is prepaid, said principal amount less the
prepayment. 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, 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
2014513v2 13
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 offace of the Bond Registrar.
Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event
that:
(a) the Depository shall resign or discontinue its services for the Bonds, and only
if the Issuer is unable to locate a substitute depository within two (2) months following
the resignation or determination of non-eligibility, or
(b) upon a determination by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the Resolution, 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.
Transfer. This Bond shall be registered in the name of the payee on the books of
the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his,
her or its name and note the date of registration opposite the name of the payee in the certificate
of registration attached hereto. Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
Bond Registrar may treat the Holder as the person exclusively entitled to exercise a11 the rights
and powers of an owner until this Bond 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 aoted hereon by the Bond
Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar.
Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other
restrictions if required to qualify this Bond as being "in registered form" within the meaning of
Section 149(a) of the federal Internal Revenue Code of 1986, as amended.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any taY or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Re�istered Owner. The Issuer and Bond Registraz may treat the
person in whose name this Bond is registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided with respect to the Record Date) and
for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the
Bond Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any
purpose ar be entitled to any security unless the Certificate of Authentication hereon shall have
been executed by the Bond Registrar.
2014513v2 1Q
Not Oualified Ta7c-ExemDt Obli atg ions. The Bonds have not been designated by
the Issuer as "qualified tas-exempt obligations" for purposes of Section 265(b)(3) of the federal
Intemal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
TI' IS HEREBY CERTTFIED AND RECI`I'ED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
done, have happened and have been performed, in reb lar and due form, time and manner as
required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
does not exceed any constitutional or statutory or Charter limitation of indebtedness.
2014513v2 1$
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
its City Council has caused this Bond to be sealed with its official seal and to be executed on its
behalf by the photocopied facsimile signature of its Mayor, attested by the photocopied facsimile
signature of its Clerk, and countersib ed by the photocopied facsimile signature of its Director,
Office of Financial Services.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar
By
Authorized Signature
(SEAL)
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
Ciry Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Street Improvement Special Assessment Bond, Series 2007D, No. R-_.
zoiasis�z 16
CERTIFTCATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made only by the
registered owner ar his, her or its legal representative last noted below.
DATE OF SIGNATURE OF
REGIS`I'RATION REGISTERED OWNER BOND REGISTRAR
2014513v2 1�]
REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
Date Amount Bondholder Bond ReQistrar
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 Registrar, and
a Holder could fail to note the partial payment here.
2014513v2 ]$
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
iTI'MA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the attached
Bond and does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the registration
thereof, with full power of substitution in the premises.
Dated:
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 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 exchanges or any other 'Bligible Guarantor
Institution" 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 information for all joint owners
if the Bond is held by joint account.)
2014513WL 19
B. Replacement Bonds. If the City has notified Holders that I2eplacement Bonds
have been made available as provided in parab aph 6, then for every Bond thereafter transferred
or exchanged (including an exchange to reflect the partial prepayment of a Global Certificate not
previously exchanged for Replacement Bonds) the Bond Renistrar shall deliver a certificate in
the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global
Certificate shall not otherwise be required to exchange the Global Certificate for one or more
Replacement Bonds since the City recognizes that some beneficial owners may prefer the
convenience of the Depository's registered ownership of the Bonds even though the entire issue
is no longer required to be in global book-entry form. The Replacement Bonds, together with the
Bond Registrar's Certificate of Authentication, the form of Assignment and the registration
information thereon, shall be in substantially the following form, with paragraphs identical to the
form of Global Certificate stated by heading or initial text only:
zoiasisWZ 20
UNTTED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
�
GENERAL OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BOND, SERIES 2007D
INTEREST
RA'I'E
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
�
CUSIP
1, 20_
REGISTERED OWNER:
PRINCIPAL AMOUNT:
April 18, 2007
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above, or registered assigns, in the
manner hereinafter set forth, the principal amount specified above, on the maturity date specified
above, unless called for eazlier 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 hereof. The principal of and premium, if any, on this
Bond are payable upon presentation and surrender hereof at the principal office of
, in ,
(the "Bond Registrar"), acting as paying agent, 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 appeazing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular Recard 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 shali 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.
2014513v2 `Z 1
REFERENCE IS HEREBY MADE TO'I'I� FURTHER PROVISIONS OF
THIS BOND SET FORTH ON'TI� REVERSE HEREOF, WHICH PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEEREBY CERTTFIED AND RECITED ....
IN WPI'NESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
its City Council has caused this Bond to be executed on its behalf by the original or facsimile
signature of its Mayor, attested by the original or facsimile signature of its Clerk, and
countersigned by the original or facsimile signature of its Director, Office of Financial Services,
the official seal having been omitted as pernutted by law.
Date of Registration:
BOND REGISTRAR'S
CERTIFICA'I`E OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolufion mentioned
within.
Bond Registrar
Authorized Signature
Registrable by:
Payable at:
CTI'Y OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
2014513d1 2.2
ON REVERSE OF BOND
Date of Payment Not Business Day.
Optional Redem tp ion. All Bonds of this issue (the "Bonds") maturing after
April 1, 2015, aze subject to redemption and prepayment at the option of the Issuer on such date
and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or
in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining
unpaid may be prepaid in such order of maturity and in such amount per maturity as the City
shall deternune; and if only part of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
Scheduled Mandatorv Redemption.
Due Date.
Notice of Redem t��on.
SelecUOn of Bonds for Redem t�on. 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 numbers 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 more 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 Registrar so requires, a written instrument of transfer in form 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 Obli ation.
Denominations; Exchange; Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and aze 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 Registraz.
Transfer. This Bond is transferable by the Holder in person or by his, her or its
attorney duly authorized in writing at the principal office of the Bond Registrar upon
zoiasis� 23
presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
provided in the Resolution and to reasonable rea lations of the Issuer contained in any
agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the
Bond Registraz shall authenticate and deliver, in exchange for this Bond, one or more new fully
reaistered Bonds in the name of the transferee (but not registered in blank or to "beazer" or
similar designation), of an authorized denomination or denominations, in aggregate principal
amount equal to the principal amount of this Bond, of the same maturity and bearing interest at
the same rate.
Fees upon Transfer or Loss.
Treatment of Registered Owner.
Authentication
Not Qualified TaY-Exempt Oblieations.
ABBREVIATIONS
2014513v2 24
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within
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.
Dated:
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 exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registraz will not effect transfex of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners
if the Bond is held by joint account.)
zoiasis�z 25
10. Execution. The Bonds shall be executed on behalf of the City by the
signatures of its Mayor, Clerk and Director, Office of Financial Services, each with the effect
noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that
the seal of the City may be a printed or photocopied facsimile; and provided further that any of
such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted
on the Bonds as pemutted by law. In the event of disability or resignation or other absence of
any such officer, the Bonds may be signed by the manual or facsimile signature of that officer
who may act on behalf of such absent or disabled officer. In case any such officer whose
signature or facsimile of whose signature shall appeu on the Bonds shall cease to be such officer
before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if he or she had remained in office until delivery.
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 Authentication on such Bond, substantially in the form hereinabove set forth, shall have been
duly executed by an authorized representative of the Bond Registraz. Certificates of
Authentication on different Bonds need not be signed by the same person. The Bond Registrar
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. For purposes of delivering the original
Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the
date of original issue, which date is 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.
12. Reeistration; Transfer: Exchange. The City will cause to be kept at the
principal office of the Bond Registrar a bond register in which, subject to such reasonable
regulations as the Bond Registrar may prescribe, the Bond Registrar sha11 provide for the
registration of Bonds and the registration of transfers of Bonds entitled to be registered or
transfened as herein provided.
A Global Certificate shall be registered in the name of the payee on the books of
the Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar,
who will endorse his or her name and note the date of registration opposite the 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
representative, and the City and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner unUl 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 Registrar, all subject to the terms and conditions
provided in the Resolution and to reasonable regulations of the City contained in any agreement
with, or notice to, the Bond Registrar.
Transfer of a Global Certificate may, at the direction and expense of the City, be
subject to other restrictions if required to qualify the Globat Certificates as being "in registered
2014513v2 2.(
form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as
amended.
ff a Global Certificate is to be exchanged for one or more Replacement Bonds, all
of the principal amount of the Global Certificate shall be so exchanged.
Upon surrender for transfer of any Replacement Bond at the principal office of
the Bond Registraz, the City shall execute (if necessary), and the Bond Registrar shall
authenticate, insert the date of registration (as provided in pazagraph 11) of, and deliver, in the
name of the designated transferee or transferees, one or more new Replacement Bonds of any
authorized denomination or denominations of a like aggregate principal amount, having the same
stated maturity and interest rate, as requested by the transferor; provided, however, that no bond
may be registered in blank or in the name of "beazer" or similar designation.
At the option of the Holder of a Replacement Bond, Replacement Bonds may be
exchanged for Replacement Bonds of any authorized denomination or denominations of a like
aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
exchanged at the principal office of the Bond Registraz. Whenever any Replacement Bonds are
so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar sha11
authenticate, insert the date of registration of, and deliver the Replacement Bonds which the
Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
Global Certificates of smaller denominations.
All Bonds sunendered upon any exchange or transfer provided for in this
resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as
directed by the City.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
general obligations of the City evidencing the same debt, and entitled to the same benefits under
this resolution, as the Bonds sunendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly
endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond
Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in
writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or
other governmental chazge payable in connection with the transfer or exchange of any Bond and
any legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in
any agreement with, or notice to, the Bond Registrar, including regulations which permit the
Bond Registrar to close its transfer books between record dates and payment dates.
13. �hts Upon Transfer or Exchange. Each Bond delivered upon transfer of
or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
2014513v2 2.�J
14. Interest Pavment; Record Date. Interest on any Global Certificate shall be
paid as provided in the first pazagraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to the person in whose name the
Bond is registered (the "Holder") on the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at the close of business on the
fifteenth (15th) day of the calendar month preceding such Interest Payment Date (the "Regulaz
Record Date"). Any such interest not so timely paid shall cease to be payable to the person who
is the Holder thereaf as of the Rea lar Record Date, and shali be payable to the person who is the
Holder thereof at the close of business on a date (the "Special Record Date") fised by the Bond
Registraz whenever money becomes available for payment of the defaulted interest Notice of
the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten
(10) days prior to the Special Record Aate.
15. Holders; Treatment of Re�istered Owner; Consent of Holders.
A. For the purposes of all actions, consents and other matters affecting Holders of the
Bonds, other than payments, redemptions, and purchases, the City may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person
in whose name the Bond is registered. For that purpose, the City may ascertain the identity of
the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion
deems appropriate, including but not limited to a certificate from the person in whose name the
Bond is registered identifying such beneficial owner.
B. The City and Bond Registrar may treat the person in whose name any Bond is
registered as the owner of such Bond for the purpose of receiving payment of principal of and
premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such
Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and
neither the City nor the Bond Registrar sha11 be affected by notice to the contrary.
C. Any consent, request, direction, approval, objection or other instrument 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, direction, 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 and shall be
conclusive in favor of the City with regazd to any action taken by it under such request or other
instrument, namely:
(1) The fact and date of the execution by any person of any such writing may be
proved by the certificate of any officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person signing such writing
acknowledged before him or her the execution thereof, or by an affidavit of any witness
to such execution.
(2) Subject to the provisions of subpazagraph (A) above, the fact of the ownership
by any person of Bonds and the amounts and numbers of such Bonds, and the date of the
holding of the same, may be proved by reference to the bond register.
2014513v2 'L$
16. Deliverv; Application of Proceeds. The Global Certificates when so
prepazed and executed shall be delivered by the Director, Office of Financial Services, to the
Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
proper application thereof.
17. Funds. There is hereby created a special fund to be designated the "2007
Capital Projects Fund" (numbered C-07, the "Capital Fund"), to be administered and maintained
by the City Treasurez as a bookkeeping account sepazate and apart from all other accounts
maintained in the official financial records of the City. There has been heretofore created and
established the "General Obligation Special Assessments — Streets Debt Service Fund"
(numbered 963, the "Debt Service Fund"). The Capital Fund and Debt Service Fund shall be
maintained in the manner herein specified until all of the Bonds and the interest thereon have
been fully paid:
(i) Canital Fund. To the Capital Fund there shall be credited the proceeds of
the sale of the Bonds, less accrued interest received on the Bonds, and less any amount
paid for the Bonds in excess of $12,337,500. From the Capital Fund there shall be paid
all costs and expenses of making the Improvements listed in pazagraph 18, after they
have been ordered in accardance with the Charter of the City, 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 the moneys in the Capital Fund shall be used
for no other purpose except as otherwise provided by law; provided that the proceeds of
the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior
to the anticipated date of commencement of the collection of taxes or special assessments
herein covenanted to be levied; and provided further that if upon completion of the
Improvements there sha11 remain any unexpended balance in the Capital Fund, the
balance may be transfened by the Council to the fund of any other improvement
instituted pursuant to the City's Charter or Minnesota Statutes, Chapter 429, or used to
pay the costs of any other purpose permitted by law, or transferred to the Debt Service
Fund. All earnings on the Capital Fund shall be transferred to the Debt Service Fund, or
may be retained in the Capital Fund.
(ii) Debt Service Fund. There is hereby pledged and there shall be credited to
a special account relating to the Bonds in the Debt Service Fund: (a) collections of
special assessments herein covenanted to be levied with respect to the Improvements; (b)
all accrued interest received upon delivery of the Bonds; (c) all funds paid for the Bonds
in excess of $12,337,500; (d) any collecUons of all taYes which are levied herein, or
which may hereafter be levied in the event that the special assessments herein pledged to
the payment of the Bonds and interest thereon are insufficient therefar; (e) all funds
remaining in the Capital Fund after completion of the Improvements and payment of the
costs thereof, not so transferred to the account of another improvement or used to pay the
costs of any other purpose pemaitted by law; and ( fl a11 investment earnings on moneys
held in such special account in the Debt Service Fund or (at the City's option) on moneys
held in the Capital Fund. If moneys in the special account of the Debt Service Fund
should ever be insufficient to pay debt service on the Bonds, the Bonds shall be paid fxom
the Debt Service Fund or any other special account therein, and the Bonds are hereby
zoiasis.rz 29
made payable from the Debt Service Fund and any other special accounts therein for this
purpose. Amounts drawn from the Debt Service Fund or any special account therein may
be repaid with or without interest when moneys sufficient for such repayment are
deposited in the special account relating to the Bonds in the Debt Service Fund.
The special account relating to the Bonds in the Debt Service Fund shall be used
solely to pay the principal and interest and any premiums for redemption of the Bonds and any
other general obligation bonds of the City heretofore or hereafter issued by the City and made
payable from such special account in the Debt Service Fund as provided by law, or to pay any
rebate due to the United States. No portion of the proceeds of the Bonds shall be used directly or
indirecdy to acquire higher yielding investments or to replace funds which were used directly or
indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period
until such proceeds are needed for the purpose far which the Bonds were issued, and (2) in
addition to the above in an unount not greater than five percent (5%) of the proceeds of the
Bonds. To this effect, any sums from time to time held in the Capital Fund or in such special
account in the Debt Service Fund (or any other City fund or account which will be used to pay
principal or interest to become due on the bonds payable therefrom) in excess of amounts which
under then-applicable federal arbitrage regulations may be invested without regard as to yield
shall not be invested at a yield in excess of the applicabla yield restrictions imposed by said
arbitrage regulations on such investments after taking into account any applicable °temporary
periods" or "minor portion" made available under the federal arbitrage regulations. In addition,
the proceeds of the Bonds and money in the Capital Fund or in such special account in the Debt
Service Fund 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 the Bonds to be "federally guaranteed" within the meaning of Section
149(b) of the federal Internal Revenue Code of 1986, as amended (the "Code").
18. Assessments; Coveraee Test. The City Council has heretofore
determined, and does hereby deternune, to proceed with the Improvements and special
assessments with respect thereto under the provisions of the Charter of the City, rather than the
provisions of Minnesota Statutes, Chapter 429.
It is hereby determined that no less than twenty percent (20%) of the cost to the
City of each Improvement financed hereunder within the meaning of Minnesota Statutes, Section
475.58, Subdivision 1(3), shall be paid by special assessments to be levied against every
assessable lot, piece and parcel of land benefited by the Improvements. The City hereby
covenants and agrees that it willlet all construction contracts not heretofore let within one year
after ordering each Improvement financed hereunder unless the resolution ordering the
Improvement specifies a different time limit far the letting of construction contracts and will do
and perform, as soon as they may be done, all acts and things necessary for the final and valid
levy of such special assessments, and in the event that any such assessment be at any time held
invalid with respect to any lot, piece or parcel of land due to any error, defect, or irregularity, in
any action or proceedings taken or to be taken by the City or this Council or any of the City
officers or employees, either in the making of the assessments or in the performance of any
condition precedent thereto, the City and this Council will forthwith do all further acts and take
all further proceedings as may be required by law to make the assessments a valid and binding
lien upon such property.
2014513v2 3�
The special assessments for the Improvements have not heretofore been
authorized, and accordingly, for purposes of Yfinnesota Statutes, Section 475.55, Subdivision 3,
the speciai assessments are hereby authorized. Subject to such adjustments as are required by
conditions in existence at the tune the assessments are levied, the assessments aze hereby
authorized and it is hereby determined that the assessments shall be payable in equal,
consecutive, annual installments, with general tases £or the yeazs shown below and with interest
on the declining balance of all such assessments at a rate per annum of 7.5%.
Improvement
Desianation
Griggs/Jefferson
White BearBurns
Seventh/Bay
Hubbard/Griggs
Local Street, Alley and
Sewer Tmprovements
Rice Street Streetscape
Amount
$1,059,815
355,369
439,502
912,402"
I,evy Years
Collection
Years
TOTAL
122,250
259,000
$3,148,338
xAlso financed by bonds issued in 2006.
2007-2026
for all
2008-2027
for all
The special assessments for the Improvements shall be such that if collected in
full they, together with estimated collections of other revenues herein pledged for the payment of
the Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when
due the principal and interest payments on the Bonds in every year. At the time the assessments
for the Improvements are in fact levied the City Council shall, based on the then-current
estimated collections of the assessments, make any adjustments in any ad valarem taxes required
to be levied in order to assure that the City continues to be in compliance with Minnesota
Statutes, Section 475.61, Subdivision 1.
19. Appropriation. To the payment of debt service due on the Bonds on
October 1, 2007, there is hereby appropriated $138,628 from the City's fund balance.
20. Taac I.evv: Covera�e Test. If tases are levied as provided in the final part
of paragraph 18, the taY levies shall be irrepealable so long as any of the Bonds are outstanding
and unpaid, provided that the City reserves the right and power to reduce the levies in the manner
and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3.
To provide moneys for payment of the principal and interest on the Bonds when
due there is hereby levied upon all of the ta�able property in the City a direct annual ad valorem
tas which shall be spread upon the tas rolls and collected with and as part of other general
property taYes in the City for the years and in the amounts as follows:
zoiasisvz 31
Yeaz of T� Yeaz of Tas
L.evv Collection Amount
2007 2008 $746,410
2008 2009 745,448
2009 2010 743,068
2010 2011 74Q,268
20ll 2012 737,047
2012 2Q13 743,802
2013 2014 739,322
2014 2015 734,421
2015 2016 739,496
2016 2017 733,336
20I7 2018 737,151
2018 2019 734,980
20I9 2020 736,675
2020 2021 732,044
202I 2022 736,581
2022 2023 734,528
2023 2024 731,584
2024 2025 732,632
2025 2026 731,906
The tax levies ate such fhat if collecfed in full they, together with estimated
collections of special assessments and other revenues herein pledged for the payment of the
Bonds, will produce at least �ve percent (5%) in excess of the amount needed to meet when due
the principal and interest payments on the Bonds. The tax levies shall be irrepealable so long as
any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power
to reduce the levies in the manner and to the extent permitted by Minnesota Statutes,
Section 475.61. Subdivision 3.
21. General Obligation Pled�e. For Che prompt and full payment of the
principal and interest on the Bonds, as the same respectively become due, the full faith, credit
and taYing powers of the City shall be and are hereby inevocably pledged. If the balance in the
special account relating to the Bonds in the Debt Service Fund {as defined in paragraph 17
hereofj is ever insufficient to pay all principal and interest then due on the Bonds payable
therefrom, the deficiency shall be promptly paid out of any other funds of the City which are
available for such purpose, including the general fund of the City and the Debt Service Fund and
the special accounts therein, and such other funds may be reimbursed with or without interest
from the special account in the Debt Service Fund relating to the Bonds when a sufficient
balance is available therein.
22. Certificate of Registration. The Director, Office of Financial Services, is
hereby directed to file a certified copy of this Resolution with the officer of Ramsey County,
Minnesota, perfornung the functions of the county auditor (the "County Auditor"), together with
such other information as the County Auditor shall require, and to obtain the County Auditor's
zoiasisvz 32
certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the
tax levy required by law bas been made.
23. Records and Certificates. The officers of the City aze hereby authorized
and directed to prepaze and fiunish to the Purchaser, and to the attorneys approving the legality
of the issuance of the Bonds, certified copies of all proceedings and records of the City relating
to the Bonds and to the financial condition and affairs of the City, and such other affidavits,
certificates and information as aze required to show the facts relating to the legality and
mazketability of the Bonds as Yhe same appear from the books and records under their custody
and controI or as otherwise known to them, and all such certified copies, certificates and
affidavits, inclading any heretofore furnished, shall be deemed representations of the City as to
the facts recited therein.
24. Neeative Covenants as to Use of Proceeds and Improvements. The City
hereby covenants not to use the proceeds o£ the Bonds or to use the Improvements, or to cause or
pernut them to be used, or to enter into any deferred payment arrangements for the cost of the
Isnpxovements, in such a mannar as to cause Che Bonds to be "private activity bonds" within the
meaning of Sections 103 and 141 thzough 150 of the Code. The City reasonably expects that no
actions will be taken over the term of the Bonds that would cause them to be private activity
bonds, and the average term of the Bonds is not longer than reasonably necessary for the
governmental purpose of the issue. The City hereby covenants not to use the proceeds of the
Bonds in such a manner as to cause the Bonds to be "hedge bonds" within the meaning of
Section 149(g) of the Code.
25. Tax-Exempt Status of the Bonds; Rebate; Elections. The City shall
comply with requirements necessary under the Code to establish and maintain the exclusion from
gross income under Section 103 of the Code of the interest on the Bonds, including widiout
limitation requirements relating to temporary periods for investments, limitations on amounts
invested at a yield greater than the yield on the Bonds, and the rebate of excess investment
earnings to the United Sfates.
The City expects that the two-year expenditure exception to the rebate
requixements may appiy to the conshuction proceeds of the Bonds.
If any elections are available now or hereafter with respecY to arbitrage or rebate
matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, are hereby authorized and directed to make such elections as they deem
necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be,
and shall be deemed and treated as, elections of the City.
26. No Desi�nation of Qualified Tas-Exemot Obligations. The Bonds,
together with other obligations issned by the City in 2007, exceed in amount those which may be
qualified as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code, and hence are not designated for such purpose.
27. I.etter of Representations. The Letter of Representations for the Bonds is
hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the
2014513v2 33
City and received and accepted by The Depository Tnzst Company. So long as The Depository
Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
City shall comply with the provisions of the Letter of Representations, as it may be amended or
supplemented by the City from time to time with the ao eement or consent of The Depository
Trust Company.
28. Negotiated Sale. The City has retained Springsted IncorporaYed as an
independent financial advisor, and the City has heretofore determined, and hereby deternunes, to
sell the Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60,
Subdivision 2(9).
29. Continuing Disclosure. The City is an obiigated person with respect to the
Bonds. The Ciry hereby agtees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
promuigated by the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Underta�ing") hereinafter described, to:
A. Provide or cause to be provided to each nationally recognized municipal
securities information repository ("NRMSIl2") and to the appropriate state information
depositoiy ("SID"), if any, for the State of Minnesota, in each case as designated by the
Commission in accordance with the Rule, certain annual financial information and
operating data in accordance with the Undertaking. The City reserves the right to modify
from time to time the terms of the Undertaking as provided therein.
B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
ar to the Municipal5ecurities Rulemaldng Board ("MSRB") and (ii) the SID, notice of
the occurrence of certain material events with respect to the Bonds in accordance with the
Undertaking.
C. Provide or cause to be provided, in a timely manner, to (i) eacb NRMSIR
or to the MSRB and (ii) the SID, noqce of a failure by the City to provide the annual
financial information with respect to the Ciry described in the Undertaking.
The City agrees that its covenants pursuant to the Rule set forth in this paragraph
29 and in the Undertaking aze intended to be for the benefit of the Holders of the Bonds and shall
be enforceable on behalf of such Holders; provided that the right to enfot�e the provisions of
these covenants shall be litnited to a right to obtain specific enforcement of the City's obligations
under the covenants.
The Mayor and Direcfor, Office of Financial Services, or any other officers of tt�e
Clty authorized to act in their stead {the "Officers"), are hereby authorized and directed to
execute on behalf of the City the Undertaking in substantially the form presented to the City
Council, subject to such modifications thereof or additions thereto as are (i) consisCent with the
requirements under the Rnle, (i) required by the Purchaser, and (iii) acceptable to the Officers.
20t4513v2 3�
O �-3��
30. Severabilitv. If any section, pazagraph or provision of this resolution shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shalI not affect any of the remainin� provisions of this resolution.
3 L Headines. Headings in this resolution aze included for convenience of
reference only and are not a part hereof, and shall not limit or define the meaning of any
provision hereof.
Adoption Certified byCouncil Secretary
:
zoiasisvz 34
Appro b yor f ubm' ion to
Co
By:
Adopted by Council: Date__�7��,��
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
� 7
FS — Financiai Services
t0-APR-07
Green Sheet NO: 3038572
Contact Person & Phone:
Alexandra O'Leary
266-8832
Must ee on Council Agentl
iS-APR-07
Doc. Type: RESOLUTION
E-DOCUment Required: N
Documenf Contacf:
ContacY Ptrone:
�/
Assign
Number
For
Order
Total # of Signature Pages _(Clip All Locaiions for Signature)
0 oalServices
1 cialServices � De actwentD'uector
2 ' Attorn L5 Attorne � y��otD�l
4 oua�til Councl
5
Award an issuance of $12,500,000 Genezal Obligation Special Assessment Street Bonds, Series 2007D.
Pianning Commission
CI8 Committee
Civil Serv�ce Commission
1. Has this person/firtn ever worked under a conVact for ihis department?
Yes No
2. Ffas this person/firm eve� been a city employee?
Yes No
3. Does this person/firm possess a skill not normally possessed by any
current city employee?
Yes No
Expiain afl yes answers on separate sheet and attach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why):
2007 Spring Bonds Sale: the bids will be received on 4/18/OZ City Council approval is require@ to finalize this sale.
Advaniages If Approved:
The Bonds wilt be sold.
Disadvantages If Approved:
None.
Disadvantages If Not Approved:
�10 BOII(IS W/ll IlOC UE SOL(I.
Transaction:
�Funtling Source:
Financiai Information:
(Explain)
ActivityNumber: :;.a°;�^� �^s�^^r:�-." . r `�.
G va _ ���z:.ca9 ��e.
�5�� e � ���#
CostlRevenue Butlgeted:
April 70, 2007 11:77 AM Page 1