07-725CouncilFile# � 7�7�.. �
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RESOLUTfON
CI OF SAIN PAUL, MINNESOTA��� ,� -
Presented b
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RESOLUTION AUTHORIZING THE ISSUANCE OF SUBORDINATE SALES TAX REVENUE
BONDS, SERIES 2007A, AND TAXABLE SUBORDINATE SALES TAX REVENUE BONDS,
SERIES 2007B, AND APPROVING AND AUTHORIZING THE EXECUTION OF VARIOUS
DOCi7MENTS IN CONNECTION WITH THE BONDS
WI�EREAS:
2 A. WHEREAS, this same day the Council of the City of Saint Paul, Minnesota (the "City"),
3 has considered a resolution making a budget amendment relating to the Bonds described below and
4 addressing the projects and choice of projects to be funded thereby; and
5 B. The City proposes to issue its not to exceed $11,200,000 Subordinate Sales Tax Revenue
6 Bonds, Series 2007A (the "Series 2007A Bonds"), and not to exceed $16,800,000 Taxable Subordinate
7 Sales Tax Revenue Bonds, Series 2007B (the "Series 2007B Bonds", together with the Series 2007A
8 Bonds the "Series 2007 Bonds"), pursuant to an Indenture of Trust (the "Indenture") dated as of August 1,
9 2007, by and between the City and Wells Fargo Bank, National Association (the "Trustee"), to finance
10 economic development proj ects in the City as permitted by Laws of Minnesota for 2005, First Special
11 Session Chapter 3, Sections 26 and 27 (the "2005 Special Law"), which amends the Special Act (as defined
12 below) as previously amended, if the city council first determines that 20% of the revenues derived from
13 the tax authorized by the Special Act together with other revenues pledged to the payment of the Series
14 2007 Bonds is expected to exceed the annual debt service on the Series 2007 Bonds; and
15 C. The City's pledge of the Sales Tax Proceeds (as defined in the Indenture) to the Series 2007
16 Bonds is on a basis subardinate to the pledge of the Sales Tas Proceeds to the following obligations (as
17 described and defined in the Indenture): (1) the Series 1996 Bonds, (2) amounts due to the Series 1996
18 Bond Insurer or any Credit Provider with respect to the Series 1996 Bonds, (3) the Series 1999A Bonds,
19 (4) amounts due to the 1999A Bond Insurer ar any Credit Provider with respect to the Series 1999A Bonds,
20 and (5) any bonds, insurance, credit facility or swap which refunds or replaces such bonds, bond insurance
21 or credit enhancement; and
22 D. The 1996 Indenture and 1999 Indenture (each as defined in the Indenhu permit the
23 issuance of obligations to which a subordinate pledge of Sa1es Tas Proceeds is made, and it is proposed
24 that the 1996 Trustee and 1999 Trustee (each as defined in the Indenture) enter into supplemental
25 indentures to facilitate the subordinate pledge of Sales Tax Proceeds to the Series 2007 Bonds; and
26 E. Laws of Minnesota for 1993, Chapter 375, Article 9, Section 46, as amended (the "Special
27 Act"), authorizes the City to impose by resolution of the City Council an additional sales tas of up to
28 one-half of one percent (0.5%) on sales transactions taacable pursuant to Minnesota Statutes, Chapter 297A,
29 that occur within the City (the "Sales Tax"); and
30 F. Pursuant to the Special Act, the City Council has heretofore adopted a resolution approving
31 the Special Act and declaring its intent to exercise the authority under the Special Act and has heretofore
32 adopted resolutions imposing the Sales Tas; and
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33 G. Under the Special Act the City is authorized to use the net proceeds of the Sales Taac to pay
34 for certain projects, including ali or a portion of the capital expenses of construction, equipment and
35 acquisition costs for the expansion and remodeling of the Saint Paul Civic Center Complex (the "Civic
36 Center Costs"); and
37 H. Pursuant to the Special Act and Minnesota Statutes, Sections 4b9.001 through 469.047 (the
38 "FIl2A AcY'), the Housin� and Redevelopment Authority of the City of Saint Paul, Minnesota, a public
39 body corporate and politic (the "Authority"), issued its $55,865,000 Sales Tas Revenue Refunding Bonds
40 (Civic Center Project), Series 1996 (the "Series 1996 Bonds"), pursuant to an Indenture of Trust dated as of
41 April 1, 1996 (the "1996 Indenture"), by and between the Authority and Norwest Bank Minnesota,
42 National Association, whose successor is Wells Fargo Bank, National Association (the "1996 Trustee"), to
43 refund in advance of their maturity the Authority's Sales Tas Revenue Bonds (Civic Center Project), Series
44 1993, which were issued to finance Civic Center Costs; and
45 I. Laws of Minnesota for 1998, Chapter 389, Article 8, Sections 30, 31, 32, 36 and 37 (the
46 "1998 Amendments"), amended the Special Act to, among other things, authorize the issuance of revenue
47 bonds of the City, secured by the Sales Tax and certain other revenues, to finance the demolition of the
48 existing arena and the construction and equipping of a new arena (collectively, the "Arena Costs"), and the
49 City Council has heretofore adopted a resolution approving the 1448 Amendments; and
50 J. The City has issued its Tasable Sales Tax Revenue Bonds (RiverCentre Arena Project),
51 Series 1999A (the "Series 1999A Bonds"), pursuant to an Indenture of Trust dated as of February 1, 1999
52 (the "1999 Indenture"), by and between the City and Norwest Bank Minnesota, National Association,
53 whose successor is Wells Fazgo Bank, National Association (the "1999 Trustee"), to finance the Arena
54 Costs; and
55 K. RBC Capital Markets (the "Underwriter") has agreed to purchase the Series 2007 Bonds
56 pursuant to and on the terms and conditions set forth in a Bond Purchase Agreement dated as of August 1,
57 2007 (the "Bond Purchase Agreement"); and
58 L. It is necessary and desirable and in the best interests of the City to issue the Series 2007
59 Bonds in the aggregate principal amount not to exceed $28,000,000 on the terms and conditions set forth in
60 the Indenture, and secured as provided in the Indenture, far the foregoing purposes and secured by the
61 faregoing sources ofrevenues:
62 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul, Minnesota, as
63 follows:
64 1. Documents Submitted. In connection with the issuance of the Series 2007 Bonds, forms of
65 the following documents have been submitted to this Council far approval:
66 a. the Indenture between the City and Trustee;
67 b. Supplemental Trust Indenture No. 1 between the Authority and 1996 Trustee, and
b8 consented to by the City;
69 c. Supplemental Trust Indenhzre 1Vo. 1 between the City and 1999 Trustee;
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d. the Bond Purchase Agreement;
e. the Continuing Disclosure A�eement pursuant to which the City agrees to make
certain financial and other information available to the public (the "Continuing Disclosure
Agreement"}; and
74 f. a Prelnninary Official Statement relating to the Series 2007 Bonds.
75 Items (a), (b), (c), (d) and (e) are refened to in this Resolution as the "Bond Documents".
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77 2. Findings. It is hereby found, determined and declared that:
78 a. the Special Act, as amended by the 2005 Special Law, the City Charter, and other
79 applicable provisions of Minnesota law (collectively, the "AcY') and this Resolution authorize (i)
80 the issuance and sale of the Series 2007 Bonds, (ii) the execution and delivery by the City and
81 Authority o£ the Bond Documents, (iii) the performance of all covenants and agreements of the
82 City and Authority contained in the Bond Documents, and (iv) all other acts and things required
83 under the Constitution, City Charter and laws of the State of Minnesota to make the Bond
84 Docwnents and Series 2007 Bonds valid and binding special, limited obligations of the City in
85 accordance with their terms;
86 b. 20% of the revenues derived from the sales tax authorized under Section 1 of the
87 Special Act, as amended, together with other revenues pledged to payment of the Series 2007
88 Bonds, is expected to exceed the annual debt service on the Series 2007 Bonds;
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c. it is desirable and in the best interests of the City that the Series 2007 Bonds be
issued by the City pursuant to the Act upon the terms set forth in the Indenture; and
d. under the provisions of the Act, and as provided in the Indenture, the Series 2007
Bonds are not to be payable from or chargeable against any funds other than the revenues and
assets pledged to the payment thereof; the City shall not be subject to any liability thereon other
than from such revenues and assets; no holder of any Series 2007 Bonds shall ever have the right to
compel any exercise by the City of its taxing power (other than as contemplated by the pledge of
Sales Tas Proceeds) to pay any of the Series 2007 Bonds or the interest or premium thereon, or to
enforce payment thereof against any property of the City other than the property expressly pledged
thereto; the Series 2007 Bonds shall not constitute a charge, lien or encumbrance, legal or
equitable, upon any property of the City other than the revenues or assets described in the Granting
Clauses of the Indenture, all of which have been pledged and assigned to the Trustee under the
Indenture; the Series 2007 Bonds shall recite that the Series 2007 Bonds are issued without moral
obligation on the part of the State of Minnesota or its political subdivisions, or the City, and that the
Series 2007 Bonds, including interest thereon, are payabie solely from the revenues and assets
pledged to the payment thereof; and the Series 2007 Bonds sha11 not constitute a debt of the City
within the meaning of any constitutional or statutory limitation of indebtedness.
106 3. Issuance of Series 2007 Bonds: Dele ation. The City sha11 proceed to issue the Series 2007
107 Bonds, in the forms and upon the terms set forth in the Indenture and in this Resolution. The principal
108 amount of the Series 2007A Bonds shall not exceed $11,200,000. The principal amount of the Series
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109 2007B Bonds shall not exceed $16,800,000. The ag�egate principal amount of the Series 2007 Bonds
110 shall not exceed $2$,000,000.
111 There is hereby delegated to (i) the Director, Office of Financial Services, (ii) the Treasurer of the City
112 or the City's Debt Manager and (iii) a representative of Springsted Incorporated (coilectively, the "Pricing
113 Committee") the authority to agree with the Underwriter on the principal amount of Series 2007A Bonds to
114 mature or be payable each year during their term not later than 2030, optional and scheduled mandatory
115 redemption provisions, the interest rate to be borne by each maturity of the Series 2007A Bonds, the
116 original issue discount, if any, and the purchase price of the Series 2007A Bonds (with the Underwriter's
117 compensation for sale of the Series 2007A Bonds, payable as a discount, not to exceed $3.90 per $1,000 of
118 the principal amount of the Series 2007A Bonds); provided that the true interest cost of the Series 2007A
119 Bonds shall not exceed five percent (5.00%) per annum.
120 There is hereby delegated to the Pricing Committee the authority to agree with the Underwriter on the
121 principal amount of Series 2007B Bonds to mature ar be payable each year during their term not later than
122 2030, optional and scheduled mandatory redemption provisions, the interest rate to be borne by each
123 maturity of the Series 2007B Bonds, and the original issue discount, if any, and the purchase price of the
124 Series 2007B Bonds (with the Underwriter's compensation for sale of the Series 2007B Bonds, payable as
125 a discount, not to exceed $3.90 per $1,000 of the principal amount of the Series 2007B Bonds); provided
126 that the true interest cost of the Series 2007B Bonds shall not exceed six and seventy-five hundredths
127 percent (6.75%) per annum.
128 The determinations of the Pricing Coxnmittee as to terms shall be set forth in a certificate signed by its
129 members, and such terms shall be included in the Bond Purchase Agreement, in the Indenture, in the forms
130 of the Series 2007 Bonds, and in other agreements and documents as appropriate. Execution of either the
131 Bond Purchase Agreement or the Indenture by and on behaif of the City as provided herein shall be
132 deemed conclusive ratification and approval of the determinations of the Pricing Committee.
133 For the Series 2007 Bonds, "Underwriter's compensation" is understood to be the par amount of the
134 bonds less original issue discount on any bonds plus original issue premium on any bonds, less the
135 purchase price.
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4. Changes: Execution. Subject to the approval of the City Attorney, Briggs and Morgan,
Professional Associarion (bond counsel), and appropriate City staff, and subject to the provisions of
paragraph 7 of this Resolution, the Bond Documents and exhibits thereto are approved substantially in the
forxns submitted and on file in the offices of the City, with such subsequent changes as may be approved
by the City Attorney, bond counsel, and the City staff or as may be consistent with the determinations
made herein. Except as othenvise specifically provided herein, the Bond Documents and exhibits thereto,
in substantially the forms submitted, are directed to be executed or consented to in the name of, and on
behalf of, the City by the Mayor and Director, Office of Financial Services, provided that all closing
certificates may be executed in the name of, and on behalf of, the City by its Director, Office of Financial
Services. Any other documents and certificates necessary to the transactions herein described shall be
executed by the appropriate City officers. Copies of all of the documents necessary to the transactions
herein described shall be delivered, filed and recorded as provided herein and in related documents.
148 5. Execution and Deliver�of Series 2007 Bonds. Subject to approval of final forms of the
149 Series 2007 Bonds and Bond Documents by the City Attomey, bond counsel, and City staff, the Mayor,
150 Clerk and the Director, Office of Financial Services, are authorized and directed to prepare and execute the
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151 Series 2007 Bonds as prescribed in the Tndenture and to deliver the Series 2007 Bonds to the Trustee for
152 authentication and delivery to the purchaser thereof.
153 6. Proceedin�s and Records. The Mayor, Clerk and Director, Office of Financial Services, and
154 other officers of the City are authorized and directed to prepare and fiunish to bond counsel, the
155 Underwriter, the Trustee and others, as appropriate, certified copies of all proceedings and records of the
156 City relating to the transactions contemplated by this Resolution, and such other affidavits and certificates
157 as may be required to show the facts relating to the legality of such transactions as such facts appear from
158 the books and records in the officers' custody and conh�ol or as otherwise known to them or to effectuate
159 the purposes hereof; and all such certified copies, certificates and affidavits, including any heretofore
160 furnished, shall constilute representations of the City as to the truth of all statements contained therein.
161 7. Chan�es; Related Documents. The approval hereby given to the various Bond Docusnents
162 includes approval of such additional details therein as may be necessary and appropriate, such
163 modifications thereof, deletions therefrom and additions thereto prior to their execution as may be
164 necessary and appropriate and approved by the City Attomey, bond counsel, appropriate City staff and the
165 City officials authorized herein to execute them, and includes approval of such related instruments as may
166 be required to be executed in connection with the various documents referred to above. The City Attorney,
167 bond counsel, City officials and City staff are hereby authorized to approve said changes and related
168 instruments on behalf of the City upon determination by them that such changes and related instruments
169 are consistent with this Resolution and necessary or desirable to effectuate the purposes hereof. The
170 execution of any instrument by the appropriate officer or officers of the City herein authorized shall be
171 conclusive evidence of the approval of such documents in accordance with the terms hereof. In the
172 absence of the Mayar, Clerk or Airector, Office of Financial Services, any of the documents authorized by
173 this Resolution to be executed by them may be executed by the Deputy Mayor, Deputy Clerk or Acting
174 Director, Office of Financial Services, respectively, or by any other duly designated acting official.
175 Certificates, directions and instructions may be executed by the Director, Office of Financial Services, on
176 behalf of the City, and no other officer's execution thereof shall be required.
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8. Future Amendments. The authority to approve, execute and deliver future amendments to
the Bond Documents entered into by the City in connection with the transactions contemplated hereby is
hereby delegated to the Director, Office of Financial Services, subject to the following conditions: (a) after
the issuance of the Series 2007 Bonds, such amendments do not require the consent of the holders of the
Series 2007 Bonds; (b) such amendments do not materially adversely affect the interests of the City as the
issuer of the Series 2007 Bonds; (c) such amendments do not contravene or violate any policy of the City;
(d) such amendments are acceptable in form and substance to the Saint Paui City Attorney, bond counsel
or other counsel retained by the City to review such amendments; and (e) after the issuance of the Series
2007 Bonds, such amendments do not materially prejudice the interests of the owners of the Series 2007
Bonds. The authorization hereby given shall be further construed as authorization for the execution and
delivery of such certificates and related items as may be required to demonstrate compliance with the
ag�eements being amended and the terms of this Resolution. The execution of any instrument by the
Mayor, Clerk and Director, Office of Financial Services, shall be conclusive evidence of the approval of
such instruments in accordance with the terms hereof. In the absence of the Director, Office of Financial
Services, any instrument authorized by this paragraph to be executed and delivered may be executed by the
officer of the City authorized to act in his or her place and stead.
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193 9. Authorization for Distribution. The Prelnninary Official Statement and the Official
194 Statement relating to the Series 2007 Bonds are hereby authorized for distribution in connection with the
195 offering and sale ofthe Series 2007 Bonds. The Director, Office ofFinancial Services, is hereby
196 authorized and directed to sign the final Official Statement in the name of, and on behalf of, the City. The
197 1'reliminary Official Statement is hereby "deemed final" within the meaning of Rule 15c2-12 of the
198 Securities and Exchange Commission.
199 10. Negotiated Sale. The City Council hereby, on the advice of bond counsel, determines that
200 interest on the Series 2007B Bonds cannot be represented to be excluded from gross income far purposes
201 of federal income tasation, and therefore the public sale requirements of Minnesota Statutes, Section
202 475.60, Subdivision l, do not apply to the Series 2007B Bonds by reason of Minnesota Statutes, Section
203 475.60, Subdivision 2, Clause (6).
204 The City has retained Springsted Incorporated as an independent financial advisor, and the City has
205 heretofore determined, and hereby determines, to sell the Series 2007A Bonds by private negotiation, all as
206 provided by Minnesota Statutes, 5ection 475.60, Subdivision 2, Clause (9).
207 11. NeQative Covenants as to Use of Proceeds and Projects. The City hereby covenants not to
208 use the proceeds of the Series 2007A Bonds or to use the proj ects financed thereby, or to cause or permit
209 them to be used, or to enter into any defened payment arrangements for the cost of the projects financed
210 thereby, in such a manner as to cause the Series 2007A Bonds to be "private activity bonds" within the
211 meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no actions
212 will be taken over the term of the Series 2007A Bonds that wouid cause them to be private activity bonds,
213 and the average term of the Series 2007A Bonds is not longer than reasonably necessary for the
214 governmental purpose of the issue. The City hereby covenants not to use the proceeds of the Series 2007A
215 Bonds in such a manner as to cause the Series 2007A Bonds to be "hedge bonds" within the meaning of
216 Section 149(g) ofthe Code.
217 12. TaY Exempt Status of the Series 2007A Bonds; Rebate• Elections. The City shall comply
218 with requirements necessary under the Code to establish and maintain the exclusion from gross income
219 under Section 103 of the Code of the interest on the Series 2007A Bonds, including without limitation
220 requirements relating to temporary periods far inveshnents, limitations on amounts invested at a yield
221 greater than the yield on the Series 2007A Bonds, and the rebate of excess investment earnings to the
222 United States.
223 The City expects that the two-year expenditure exception to the rebate requirements may apply to the
224 conshuction proceeds of the Series 2007A Bonds.
225 If any elections are available now or hereafter with respect to arbitrage or rebate matters relating to the
226 Series 2007A Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial Services, or any of
227 them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or
228 desirable in connection with the Series 2007A Bonds, and all such elections shall be, and sha11 be deemed
229 and treated as, elections of the City.
230 13. No Designation of Qualified Tas Exemot ObliQations. The Series 2007A Bonds, together
231 with other tax-exempt obligations issued by Yhe City in 2007, exoaed in amount those which may be
232 qualified as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Code, and
233 hence are not desi�ated for such purpose.
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234 14. Continuine Disclosure. The City is an obligated person with respect to the Bonds. The City
235 hereby agrees, in accordance with the provlsions of Rule 15c2-12 (the "Rule"), promulgated by the
236 Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of
237 1934, as amended, and the Continuing Disclosure Agreement, to:
238 A. Provide or cause to be provided to each nationally recognized municipal securities
239 information repository ("NRMSTR") and to the appropriate state information depository ("SID"), if
240 any, for the State of Minnesota, in each case as designated by the Commission in accordance with
241 the Rule, certain annual fmancial information and operating data in accordance with the Continuing
242 Disclosure Agreement. The City reserves the right to modify from time to time the terms of the
243 Continuing Disclosure Agreement as provided therein.
244 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the
245 Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence of
246 certain material events with respect to the Bonds in accordance with the Continuing Aisclosure
247 Agreement.
248 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the
249 MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information
250 with respect to the City described in the Continuing Disclosure Agreement.
251 The City agrees that its covenants pursuant to the Rule set forth in this paragraph 14 and in the
252 Continuing Disclosure Agreement are intended to be far the benefit of the Holders of the Series 2007
253 Bonds and shall be enfarceable on behalf of such Holders; provided that the right to enforce the provisions
254 of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
255 the covenants.
256 The Mayor and Director, Office of Financial Services, ar any other officers of the City authorized to act
257 in their stead (the "Officers"), aze hereby authorized and directed to execute on behalf of the City the
258 Continuing Disclosure Agreement in substantially the form presented to the City Council, subject to such
259 modifications thereof ar additions thereto as are (i) consistent with the requirements under the Rule, (ii)
260 required by the Underwriter, and (iii) acceptable to the Officers.
261 15. Severabilitv. If any section, paragraph or provision of this resolution shall be held to be
262 invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or
263 provision shall not affect any of the remaining provisions of this resolution.
264 Headines. Headings in Uus resolurion aze included for convenience of reference only and aze not a part hereof, and shall not
265 limit or define the meaning of any provision hereof.
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Adopted by Council_ Date
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Fotm Approved M r for �mission to Council
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
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FS —Financiat se�vices
Contact Person & Phone:
Bob Geurs
266-8837
Must Be on Council Agend��
0&AUG-07
Doc.Type: RESOLUTION
EAocument Required: N
Document Contact:
ConWCt Phone:
o,-A��-0� I Green Sheet NQ: 3042470
� vePafll��enl aem � rc a �
o ancislServices
Assign 1 avcialServices e entp"uector
Num6er Z i Attorne
For
Routing 3 or's Oftice Ma or/ASSistant
Order q ounc�l
5 ' Clerk C7 Clerk
7otal # of Signature Pages _(qip Atl Locations for Signature)
�lution autlzorizing the isu2nce of sales tax 2007 Uonds. �
idations: Approve (A) or Reject (R): Personal Service Contracts Must Answer the Following Questions:
Planning Commission 1. Has this person/firm everworked under a wntract for this department?
CIB Committee Yes No
Civil Service Commission 2. Has this persoNfirm ever been a city employee?
Yes No
3. Does this personlfirm possess a skill not normally possessed by any
current city employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet
{nitiating Problem, issues, Opportunity (Who, What, When, Where, Why):
The City would like to sell not more than $28,OOQ000 in sales tuc bonds to finance Ittvest St. Paul Initiative and various City projects.
Resolution will authori2e execution of documents in connection with the bonds.
Advantages If Approved:
The bonds will be sold
Disadvantages If Approved:
None
Disadvantages If Not Approved:
The bonds will not be sold.
ioWl Amount of F �,.,,,��,�„ k ��
Transaction:
Funding Source:
Financiai Information: Up to $28,000,000
(Explain)
CostlRevenue Budgeted:
Activity Number:
August 1, 2007 1:25 PM
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