08-136AMENDED CouncilFi(e# 08 '�
Green Sheet #3049618
RESOLUTION
Presenfed By
Refesed To
OF SAINT PAUL, MINNESOTA ��
Coauriittee:
1 ACCEPTING PROPOSAL ON SALE OF APPROXIMATELY
2 $12,500,000 GENERAL OBLIGATION STREET IMPROVEMENT
3 SPECIAL ASSESSMENT BONDS, SERIES 2008B,
4 PROVIDING FOR THEIR ISSUANCE, AND LEVYING
5 A TAX FOR THE PAYMENT THEREOF
6 WHEREAS, the Director, Office of Financial Services, has presented proposals
7 received for the sale of approximately $12,500,000 General Obligation Street Improvement
8 Special Assessment Bonds, Series 2008B (the "Bonds"), of the City of Saint Paul, Minnesota
9 (the "City"); and
10 WHEREAS, the proposals set forth on Exhibit A attached hereto were received
11 pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:00 A.M.,
12 Central Time, this same day; and
13 WHEREAS, the Director, Office of Financial Services, has advised this Council
14 that the proposal of �tibg2 �Ci�2ac/ ,� � was found to be the most advantageous and
15 has recommended that said propos be c�cepted; and
16 WHEREAS, the proceeds of the Bonds will finance certain street improvements
17 to be specially assessed, for which the City is proceeding pursuant to its Charter and not
18 Minnesota Statutes, Chapter 429, with any excess to be used for any other purpose permitted by
19 law; and
20 WHEREAS, the City has heretofore issued registered obligations in certificated
21 form, and incurs substantial costs associated with their printing and issuance, and substantial
22 continuing transaction costs relating to their payment, transfer and exchange; and
23 WHEREAS, the City has determined that significant savings in transaction costs
24 will result from issuing bonds in "global book-entry forni', by which bonds are issued in
25 certificated form in large denominations, registered on the books of the City in the name of a
26 depository or its nominee, and held in safekeeping and immobilized by such depository, and such
27 depository as part of the computerized national securities clearance and settlement system (the
28 "National System") registers transfers of ownership interests in the bonds by making
29 computerized book entries on its own books and distributes payments on the bonds to its
30 Participants shown on its books as the owners of such interests; and such Participants and other
31 banks, brokers and dealers participating in the National System will do likewise (not as agents of
32 the City) if not the beneficial owners of the bonds; and
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1 WHEREAS, "Participants" means those financial institutions for whom the
2 Depository effects book-entry transfers and pled�es of securities deposited and immobilized with
3 the Depository; and
4 WHEREAS, The Depository Trust Company, a limited puxpose trust company
5 organized under the laws of the State of New York, or any of its successors or successors to its
6 functions hereunder (the "Depository"), will act as such depository with respect to the Bonds
7 except as set forth below, and the City has heretofore delivered a letter of representations (the
8 "Letter of Representarions") setting forth various matters relating to the Depository and its role
9 with respect to the Bonds; and
10 WHEREAS, the City will deliver the Bonds in the form of one certificate per
11 maturity, each representing the entire principal amount of the Bonds due on a particular maturity
12 date (each a"Global Certificate"), which single certificate per maturity may be transferred on the
13 City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller
14 denominations unless the City determines to issue Replacement Bonds as provided below; and
15 WHEREAS, the City will be able to replace the Depository or under certain
16 circumstances to abandon the "global book-entry form" by permitting the Global Certificates to
17 be exchanged for smaller denominations typical of ordinuy bonds registered on the City's bond
18 register; and "Replacement Bonds" means the certificates representing the Bonds so
19 authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and
20 WHEREAS, "Holder" as used herein means the person in whose name a Bond is
21 registered on the registration books of the City maintained by the registrar appointed as provided
22 in paragraph 8(the "Bond Registrar"); and
23 WHEREAS, Rule i5c2-12 ofthe Securities and Exchange Commission prohibits
24 "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to
25 provide certain continuing disclosure with respect to the Bonds; and
26 WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9),
27 public sale requirements do not apply to the Bonds if the City retains an independent financial
28 advisor and determines to sell the Bonds by private negotiation, and the City has instead
29 authorized a competitive sale without publication of notice thereof as a form of private
30 negotiation; and
31 WHEREAS, proposals for the Bonds have been solicited by Springsted
32 Incorporated pursuant to an Official Statement and Terms of Proposal therein; and
33 WHEREAS, the City retained the right to reduce the principal amount of the
34 Bonds from the proposed $12,500,000, and the City has deterznined to reduce the principal
35 amount ofthe Bonds to $11,545,000:
36 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
37 Paul, Minnesota, as follows: -
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1. Acceptance of Pro�osal. The proposal of Piper Jaffray & Co. (the
"Purchaser") to purchase $12,500,000 General Obligation Street Improvement Special
Assessment Bonds, Series 2008B, 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 $13,637,492.60, plus interest accrued to settlement, is
hereby found, determined and declared to be the most favorable proposal received and is hereby
accepted for Bonds in the principal amount of $11,545,000 for a purchase price of
$12,595,588.17, plus interest accrued to settlement, and the Bonds are hereby awarded 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. Title; Orianal Issue Date: Denominations; Maturities. The Bonds shall be
titled "General Obligation Street Ixnprovement Special Assessment Bonds, Series 2008B", shall
14 be dated Mazch 1 2008 as the date of original issue and shall be issued forthwith on or after
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such date as fixlly 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 para�raph 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 May 1 and November 1 on the dates and in the amounts as follows:
Date
May 1, 2009
November 1, 2009
May 1, 2010
November 1, 2010
May 1, 2011
November 1, 2011
May 1, 2012
November 1, 2012
May 1, 2013
November 1, 2013
May 1, 2014
November 1, 2014
May 1, 2015
November 1, 2015
May 1, 2016
November 1, 2016
May 1, 2017
November 1, 2017
May 1, 2018
November 1, 2018
Amount
$175,000
175,000
190,000
205,000
205,000
200,000
215,000
220,000
225,000
220,000
225,000
235,000
240,000
255,000
265,000
270,000
275,000
285,000
285,000
285,000
Date
May 1, 2019
November 1, 2019
May l, 2020
November 1, 2020
May 1, 2021
November 1, 2021
May 1, 2022
November 1, 2022
May 1, 2023
November 1, 2023
May 1, 2024
November 1, 2024
May 1, 2025
November 1, 2025
May 1, 2026
November 1, 2026
May l, 2027
November 1, 2027
May 1, 2028
Amount
$290,000
295,000
305,000
310,000
315,000
325,000
330,000
340,000
345,000
365,000
375,000
380,000
390,000
400,000
410,000
415,000
425,000
435,000
445,000
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The above maturity schedule differs from the schedule in the Terms of Proposal
as follows: reduced amounts on every date.
3. Pur�OSe. 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 permitted 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 pucpose. Work on the Improvements
shall proceed with due diligence to completion.
9 4. Interest. The Bonds shall bear interest payable semiannually on May 1
10 and November 1 of each year (each, an"Interest Payment Date"), commencing November 1,
11 2008, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates
12 per annum set forth opposite the maturity dates as follows:
Maturitv Date
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16
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May 1, 2004
November 1, 2009
May 1, 2010
November 1, 2010
May 1, 2011
November 1, 2011
May 1, 2012
November 1, 2012
May 1, 2013
November 1, 2013
May 1, 2014
November 1, 2014
May 1, 2015
November 1, 2015
May 1, 2016
November 1, 2016
May 1, 2017
November 1, 2017
May 1, 2018
November 1, 2018
Interest Rate
5.00°l0
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
S.QQ
Maturit�ate
May 1, 2019
November 1, 2019
May 1, 2020
November 1, 2020
May 1, 2021
November 1, 2021
May 1, 2022
November l, 2022
May 1, 2023
November 1, 2023
May 1, 2024
November 1, 2024
May 1, 2025
November 1, 2025
May 1, 2026
November 1, 2026
May 1, 2027
November 1, 2027
May 1, 2028
Interest Rate
5.00%
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5.00
5. Descrintion of the Global Certificates and Global Book-Entrv Svstem.
Upon their original issuance the Bonds will be issued in the form of a single Global Certificate
for each maturity, deposited with the Depository 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 paragraph 6.
Except as so provided, during the term of the Bonds, beneficial ownership (and subsequent
transfers of beneficial ownership) of interests in the Global Certificates will be reflected by book
entries made on the records of the Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's book entries of beneficial
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1 ownership interests are authorized to be in increments of $5,000 of principal of the Bonds, but
2 not smaller increments, despite the larger authorized denominations of the Global Certificates.
3 Payment of principal of, premium, if any, and interest on the C�lobal Certificates will be made to
4 the Bond Registrar as paying agent, and in tum by the Bond Registrar to the Depository or its
5 nominee as registered owner of the Global Certificates, and the Depository according to the laws
6 and rules governing it will receive and forwazd payments on behalf of the beneficial owners of
7 the Global Certificates.
8 Payment of principal of, premium, if any, and interest on a Global Certificate may
9 in the City's discretion be made by such other method of transferring funds as may be requested
10 by the Holder of a Global Certificate.
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6. Immobilization of Global Certificates bv the Depositorv; Successor
D�ository; Renlacement Bonds. Pursuant to the request of the Purchaser to the Depository,
which request is required by the Terms of Proposal, immediately upon the original delivery of
the Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with
the Depository or its agent. The Global Certificates shall be in typewritten 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 paragraph and in paragraph 12.
Certificates evidencing the Bonds may not after their original delivery be
transfened or exchanged except:
(i) Upon registration of transfer of ownership of a Global Certificate, as provided
in paragraph 12,
27 (ii) To any successor of the Depository (or its nominee) or any substitute
28 depository (a "substitute depository") designated pursuant to clause (iii) of this
29 subparagraph, provided that any successor of the Depository or any substitute depository
30 must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial
31 Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
32 agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
33 (iii) To a substitute depository designated by and acceptable to the City upon (a)
34 the determination by the Depository that the Bonds shall no longer be eligible for its
35 depository services or (b) a determination by the City that the Depository is no longer
36 able to carry out its functions, provided that any substitute depository must be qualified to
37 act as such, as provided in clause (ii) of this subparagraph, or
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(iv) To those persons to whom transfer is requested in writYen transfer instrucrions
in the event that:
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(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-elib bility, or
(b) upon a determination by the City in its sole discrerion 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, or (2) that it is in the best interest of the beneficial
owners of the Bonds that they be able to obtain certificated bonds,
10 in either of which events the City shall notify Holders of its determination and of the
11 availability of certificates (the °Replacement Bonds") to Holders requesting the same and
12 the registration, transfer and exchange of such Bonds will be conducted as provided in
13 paragraphs 9B and 12 hereof.
14 Tn the event of a succession of the Depository as may be authorized by this
15 paragraph, the Bond Registrar upon presentation of Global Certificates shall register their
16 transfer to the substitute or successor depository, and the substitute or successor depository shall
17 be treated as the Depository for all purposes and functions under this resolution. The Letter of
18 Representations shall not apply to a substitute or successor depository unless the City and the
19 substitute ar successor depository so agee, and a similar agreement may be entered into.
20 7. Redemntion.
21 (a) Optional Redem�on. All Bonds maturing after May 1, 2018, shall be subject to
22 redemption and prepayment at the option of the City on such date and on any day thereafter at a
23 price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to
24 prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such
25 order of maturity and in such amount per maturity as the City shall determine; and if only part of
26 the Bonds having a common maturity date are called for prepayinent, the Global Certificates
27 may be prepaid in $5,000 increments of principal and, if applicable, the specific Replacement
28 Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
29 (b) No Scheduled Mandatorv Redemption. There are no Term Bonds which are
30 subject to mandatory redemption and prepayment on scheduled dates.
31 (c) Due Date. Bonds or portions thereof called for redemption shall be due and
32 payable on the redemption date, and interest thereon shall cease to accrue from and after the
33 redemption date.
34 (d) Notation on Global Certificate. Upon a reduction in the aggregate principal
35 amount of a Global Certificate, the Holder may make a notation of such redemption on the panel
36 provided on the Global Certificate stating the amount so redeemed, or may return the Global
37 Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the
38 Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for
39 reference only, and may not be relied upon by any other person as being in any way
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1 determinative of the principal axnount of such Global Certificate outstanding, unless the Bond
2 Registrar has signed the appropriate column of the panel.
3 (e) Selection of Replacement Bonds. To effect a partial redemption of Replacement
4 Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption
5 shall assign to each Replacement Bond having a common maturity date a distinctive number for
6 each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then
7 select by lot, using such method of selection as it shall deem proper in its discretion, from the
8 numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each
9 number, shall equal the principal amount of such Replacement Bonds to be redeemed. The
10 Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned
11 nuxnbers so selected; provided, however, that only so much of the principal amount of each such
12 Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
13 $5,000 for each number assigned to it and so selected.
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( fl Partial Redemntion 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 satisfactory to the City and Bond
Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in
writing) and the City shall execute (if necessary) and the Bond Registraz 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.
24 (g) Request for Redemntion. The Bond Registrar shall call Bonds far redemption and
25 payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days priar
26 to the redemption date of a request of the City, in written form if the Bond Registrar is other than
27 a City officer, Such request shall specify the principal amount of Bonds to be called far
28 redemption and the redemption date.
29 (h) Notice. Mailed notice of redemption shall be given to the paying agent (if other
30 than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds
31 for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give
32 written notice in the name of the City of its intention to redeem and pay such Bonds at the office
33 of the Bond Registrar. Notice of redemption shall be given by first class mail, postage prepaid,
34 mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
35 redeemed, at the address appearing in the Bond Register. All notices of redemption shall state:
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(i)
(ii)
The redemption date;
The redemption price;
38 (iii) If less than all outstanding Bonds are to be redeemed, the identification
39 (and, in the case of partial redemption, the respective principal amounts) of the Bonds to
40 be redeemed;
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1 (iv) That on the redemption date, the redemption price will become due and
2 payable upon each such Bond, and that interest thereon shall cease to accrue from and
3 after said date; and
4 (v) The place where such Bonds are to be surrendered for payment of the
5 redemption price (which shall be the office of the Bond Registrar).
6 (i) Notice to Depositorv. Notices to The Depository Trust Company or its nominee shall
7 contain the CUSII' numbers of the Bonds. If there are any Holders of the Bonds other than the
8 Depository or its nominee, the Bond Registraz shall use its best efforts to deliver any such notice to the
9 Depository on the business day next preceding the date of mailing of such notice to all other Holders.
10 8. Bond Re�istrar. The Treasurer of the City is appointed to act as bond
11 registraz and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so
12 unless and until a successor Bond Registrar is duly appointed, ali pursuant to any contract the City
13 and Bond Registrar shall execute which is consistent herewith. A successor Bond Registrar shall
14 be an officer of the City or a bank or trust company eligible for designation as bond registrar
15 pursuant to Minnesota Statutes, Chapter 475, and may be appointed pursuant to any contract the
16 City and such successor Bond Registrar shall execute which is consistent herewith. The Bond
17 Registrar shall also serve as paying agent unless and until a successor paying agent is duly
18 appointed. Principal and interest on the Bonds shall be paid to the Holders (or record holders) of
19 the Bonds in the manner set forth in the forms of Bond and paragraph 14 of this resolution.
20 9. Forms of Bond The Bonds shall be in the form of Global Certificates
21 unless and until Replacement Bonds are made available as provided in paragraph 6. Each form
22 of bond may contain such additional ar different terms and provisions as to the form of payment,
23 record date, notices and other matters as are consistent with the Letter of Representations and
24 approved by the City Attorney.
25 A. Global Certificates. The Global Certificates, together with the Bond
26 Registrar's Certificate of Authentication, the Certificate of Registration, the Register of Partial
27 Payments, the form of Assignment and the regstration information thereon, shall be in
28 substanrially the following form and may be typewritten rather than printed:
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GENERAL OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BOI3D, SERIES 2008B
INTEREST
RATE
REGISTERED OWNER:
1, 20
10 PRINCIPAL AMOUNT:
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iJNITED STATES OF AMERICA
STATB OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
MATURITY
DATE
DATE OF
ORIGINAL ISSLTE
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CUSIl'
March 1, 2008
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 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 May 1 and November 1 of each year (each, an"Interest
Payment Date"), commencing November 1, 2008, 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 in same-
day funds by 2:30 p.m., Eastern time, upon presentation and sunender hereof at the principal
office of in , Minnesota
(the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by
the Issuer; provided, however, that upon a partial redemption of this Bond which results in the
stated amount hereof being reduced, the Holder may in its discretion be paid without
presentation of this Bond, which payment shall be received no later than 230 pm., 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 230 pm., Eastern time, to the person in whose name this Bond is registered (the "Holder" or
"Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular Record Date"). Interest payments shall be
received by the Holder no later than 230 p.m., Eastem time; and principal and premium
payments shall be received by the Holder no later than 230 p.m., Eastern time, if the Bond is
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1 surrendered for payment enough in advance to permit payment to be made by such time. Any
2 interest not so tunely paid shall cease to be payable to the person who is the Holder hereof as of
3 the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close
4 of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money
5 becomes available for payment of the defaulted interest. Notice of the Special Record Date shall
6 be given to Bondholders not less than ten days prior to the Special Record Date. The principal of
7 and premium, if any, and interest on this Bond are payable in lawful money of the United States
8 of America.
9 Date of Pavment Not Business Dav. If the date for payment of the principal of,
10 premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
11 which banking institutions in the City of New York, New York, or the city where the principal
12 office of the Bond Registraz is located are authorized by law ar executive order to close, then the
13 date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
14 holiday or a day on which such banking institutions are authorized to close, and payment on such
15 date shall have the same force and effect as if made on the nominal date of payment.
16 Optional Redemption. All Bonds of this issue (the "Bonds") maturing after
17 May 1, 2018, are subject to redemption and prepayment at the option of the Issuer on such date
18 and on any day thereafter at a price ofpar plus accrued interest. Redemption may be in whole or
19 in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining
20 unpaid may be prepaid in such order of maturity and in such amount per maturity as the City
21 shall determine; and if only part of the Bonds having a common maturity date are called for
22 prepayment, this Bond may be prepaid in $5,000 increments of principal.
23 No Scheduled Mandatorv Redemption. There are no Term Bonds which are
24 subject to mandatory redemption and prepayment on scheduled dates.
25 Due Date. Bonds or portions thereof called for redemption shall be due and
26 payable on the redemption date, and interest thereon shall cease to accrue from and after the
27 redemption date.
28 Notiae of Redemption. Mailed notice of redemption shall be given to the paying
29 agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
30 the Bonds are called for redemption, written notice thereof will be given by first class mail
31 mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
32 redeemed. In connection with any such notice, the "CUSIP" numbers assigned to the Bonds
33 shall be used.
34 R�lacement or Notation of Bonds after Partial Redemption. Upon a partial
35 redemption of this Bond which results in the stated amount hereof being reduced, the Holder
36 may in its discretion make a notation on the panel provided herein of such redemption, stating
37 the amount so redeemed. Such notation, if made by the Holder, shall be for reference only, and
38 may not be relied upon by any other person as being in any way determinative of the principal
39 amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of
40 the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the
41 Issuer or Bond Registrar so requires, a written instniment of transfer in form satisfactory to the
42 Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly
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1 authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
2 authenticate and deliver to the Holder of such Bond, without service charge, a new Bond of the
3 same series having the same stated maturity and interest rate and of the authorized denomination
4 in ag�egate principal amount equal to and in exchange for the unredeemed portion of the
5 principal of the Bond so surrendered.
6 Issuance; Purpose: General Obli�ation. This Bond is one of an issue in the total
7 principal amount of $11,545,000, all of like date of original issue and tenor, except as to number,
8 maturity, interest rate, denomination and redemption privilege, which Bond has been issued
9 pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and
10 the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer
11 on February 13, 2008 (the "Resolution"), for the purpose of providing money to finance the
12 construction of various street improvements in the City. This Bond is payable out of a special
13 account relating to the Bonds in the General Obligation Special Assessments — Streets Debt
14 Service Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to
15 provide moneys for the prompt and full payment of its principal, premium, if any, and interest
16 when the same become due, the full faith and credit and taYing powers of the Issuer have been
17 and are hereby irrevocably pledged.
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Denominations; Exchange; Resolution. The Bonds are issuable originally only as
Global Certificates in the denomination of the entire principal amount of the issue maturing on a
single date, or, if a portion of said principal amount is prepaid, said principal amount less the
prepayment. Global Certificates are 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
fixlly registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fixlly registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
30 Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event
31 that:
32 (a) the Depository shall resign or discontinue its services for the Bonds, and only
33 if the Issuer is unable to locate a substitute depository within two (2) months following
34 the resignation or determination of non-eligibility, or
35 (b) upon a determination by the Issuer in its sole discretion that (1) the
36 continuation of the book-entry system described in the Resolution, which precludes the
37 issuance of certificates (other than Global Certificates) to any Holder other than the
38 Depository (or its nominee), might adversely affect the interest of the beneficial owners
39 of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that
40 they be able to obtain certificated bonds.
zi3sazs�a 1 1
6� -13�
1 Transfer. This Bond shall be registered in the name of the payee on the books of
2 the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his,
3 her or its name and note the date of registration opposite the name of the payee in the certificate
4 of registration attached hereto. Thereafter this Bond may be transferred by delivery with an
5 assi�unent duly executed by the Holdez or his, her or its legal representatives, and the Issuer and
6 Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights
7 and powers of an owner until this Bond is presented with such assig�unent for registration of
8 transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
9 and effective, and until such transfer is registered on said books and noted hereon by the Bond
10 Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable
11 regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar.
12 Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other
13 restrictions if required to qualify this Bond as being "in registered form" within the meaning of
14 Section 149(a) of the federal Intemal Revenue Code of 1986, as amended.
15 Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
16 sufficient to cover any tas or other governmental charge payable in connection with the transfer
17 or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
18 Treahnent of Re�istered Owner. The Issuer and Bond Registrar may treat the
19 person in whose name this Bond is registered as the owner hereof for the purpose of receiving
20 payment as herein provided (except as otherwise provided with respect to the Record Date) and
21 for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the
22 Bond Registrar shall be affected by notice to the contrary.
23 Autbentication. This Bond shall not be valid ar become obligatoxy for any
24 purpose or be entitled to any security unless the Certificate of Authentication hereon sha11 have
25 been executed by the Bond Registrar.
26 Not Oualified Tax-Exempt Obligations. The Bonds have not been designated by
27 the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal
28 Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
29 IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
30 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
31 be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
32 done, have happened and have been performed, in rea lar and due form, time and manner as
33 required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
34 date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
35 does not exceed any constitutional or statutory or Charter limitation of indebtedness.
zt3sazs�a 12
�g�l3�
1 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
Z its City Council has caused this Bond to be sealed with its official seal and to be executed on its
3 behalf by the photocopied facsnnile signature of its Mayor, attested by the photocopied facsimile
4 si�ature of its Clerk, and countersigned by the photocopied facsimile signature of its Director,
5 Office of Financial Services.
�
Date of Registration:
Registrable by:
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BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar
By
Authori2ed Signature
(SEAL)
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Street Improvement Special Assessment Bond, Series 2008B, No. R-_
2138425v4
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6�,�l�Co
CERTIFICATE OF REGISTRATION
2
3 The transfer of ownership of the principal amount of the attached Bond may be made only by the
4 registered owner or his, her or its legal representative last noted below.
DATE OF
REGISTRATION
SIGNATURE OF
BOND REGISTRAR
zi3sazs�c 14
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REGISTER OF PARTIAL PAI'MENTS
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
Date Amount Bondholder Bond Reoistrar
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.
2138425v4 1$
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ABBREVIATION5
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 comxnon
UTMA - as custodian for
(Cust)
under the
(Minor)
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 assigunent 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 Guazanteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
2138425v4
(Include information for all joint owners
if the Bond is held by joint account.)
16
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1 B. Replacement Bonds. If the City has notified Holders that Replacement Bonds
2 have been made available as provided in para� 6, then for every Bond thereafter Transferred
3 or exchanged (including an exchange to reflect the partial prepayment of a Global Certificate not
4 previously exchanged for Replacement Bonds) the Bond Registrar shall deliver a certificate in
5 the form of the Replacement Bond rather than the G1oba1 Certificate, but the Holder of a G1oba1
6 Certificate shall not othenvise be required to exchange the Global Certificate for one or more
7 Replacement Bonds since the City reco�izes that some beneficial owners may prefer the
8 convenience of the Depository's re� stered ownership of the Bonds even though the entire issue
9 is no longer required to be in global book-entry form. The Replacement Bonds, together with the
10 Bond Registrar's Certificate of Authentication, tl�e form of Assi�unent and the registration
11 information thereon, shall be in substantially the following form, with pazagaphs identical to the
12 form of Global Certificate stated by heading or initial text only:
z� saazs�a 17
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2
REGISTERED OWNER:
4 CITY OF SAINT PAUL
5 R-
6 GENERAL OBLIGATION STREET IMPROVEMENT
7 SPECIAL ASSESSMENT BOND, SERIES 2008B
INTEREST
RATE
PRINCIPAL AMOUNT:
1, 20
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IJNITED STATES OF A MERICA
STATE OF MINNESOTA
RAMSEY COUNTY
MATUKITY
DATE
DATE OF
ORIGINAL ISSUE
$
CUSII'
March 1, 2008
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 earlier redemption, and to pay interest thereon semiannually on May 1
and November 1 of each year (each, an "Interest Payment Date"), cominencing November 1,
2008, 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 far. This Bond will bear
interest from the most recent Interest Payment Date to which interest has been paid or, if no
interest has been paid, from the date of original issue hereof. The principal of and premium, if
any, on this Bond are payable upon presentation and surrender hereof at the principal office of
, in ,
(the "Bond Registrar"), acting as paying agent, or any successor paying
agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment
Date by check or draft mailed to the person in whose name this Bond is registered (the °Holder"
or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendaz month
preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely
paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record
Date, and shall be payable to the person who is the Holder hereof at the close of business on a
date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the Special Record Date shall be given
to Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States of
America.
2138425v4 1 8
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1 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
2 THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHAI,L
3 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
n
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IT IS HEREBY CERTIFIED AND RECITED ....
5 IN WITTTESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
6 its City Council has caused this Bond to be executed on its behalfby the original or facsimile
7 signature of its Mayor, attested by the original or facsimile signature of its Clerk, and
8 countersigned by the original or facsimile signature of its Director, Office of Financial Services,
9 the official seal having been omitted as permitted by law.
L[17
Date of Registration:
Registrable by:
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BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registrar
By
Authorized Signature
2issazs�a
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office ofFinancial
Services
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ON REVERSE OF BOND
Aate of Pavment Not Business Day.
�g����
Optional Redemption. All Bonds of this issue (the "Bonds") maturing after
May 1, 2018, 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 mandatory redemption as maturities); 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.
No Scheduled Mandatory Redemption.
Due Date.
Notice of Redemption.
Selection of Bonds for Redem tp ion. 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 Regjstrar (with, if the
Issuer or Bond Registraz 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
denomivation 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; Pur�ose: General Obli¢ation.
Denominations; Exchange; Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution aze on fi1e in the principal office of the Bond Regisiraz.
2138425v4
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C�$'���
1 Transfer. This Bond is transferable by the Aolder in person or by his, her or its
2 attorney duly authorized in writing at the principal office of the Bond Registrar upon
3 presentation and surrender hereof to the Bond Re�istrar, all sub}ect to the terms and conditions
4 provided in the Resolution and to reasonable regulations of the Issuer contained in any
5 a�eement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the
6 Bond Registraz shall authenticate and deliver, in exchange for this Bond, one or more new fully
7 registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or
8 similar designataon), of an authorized denomination or denominations, in aggregate principal
9 amount equal to the principal amount of this Bond, of the same maturity and bearing interest at
10 the same rate.
11 Fees upon Transfer or Loss.
12 Treatment of ReQistered Owner.
13 Authentication
14 Not Qualified Tax-Exempt Obli¢ations.
15
ABBREVIATIONS
2138425v4 21
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�
�x���
2 For value received, the undersigned hereby sells, assi�s and transfers unto
3 the within
4 Bond and does hereby inevocably constitute and appoint attorney to
5 transfer the Bond on the books kept for the registration thereof, with full power of substitution in
6 the premises.
7 Dated:
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Notice: The assignor's signature to this assignment must correspond with
the name as it appeazs upon the face of the within Bond in every
particulaz, 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 Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
z�saazs��a
(Include information for all joint owners
if the Bond is held by joint account.)
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10. Execution. The Bonds shall be executed on behalf of the City by the
si�atures 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 permitted 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
sigiature or facsimile of whose signature shall appear 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 Re�istration. No Bond shall be valid or obligatory
for any purpose or be entitied 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 Registrar. 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 ofregistration in the space
provided the date on which the Bond is authenticated. For purposes of delivering the original
Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the
date of original issue, which date is March 1, 2008. The Certificate of Authentication so
executed on each Bond shall be conclusive evidence that it has been authenticated and delivered
under this resolution.
24 12. Re¢istration; Transfer; Exchange. The City will cause to be kept at the
25 principal office of the Bond Registru a bond register in which, subject to such reasonable
26 regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the
27 registration of Bonds and the registration of txansfers of Bonds entitled to be registered or
28 transferred as herein provided.
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A Global Certificate shall be registered in the name of the payee on the books of
the Bond Registraz 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 asignment duly executed by the Holdex or his, her ox 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 until a Global Certificate is presented
with such assignment far registration of transfer, accompanied by assurance of the nature
provided by law that the assigrunent 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 rea lations 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 Global Certificates as being "in registered
2138425v4 23
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1 form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as
2 amended.
3 If a Global Certificate is to be exchanged for one or more Replacement Bonds, all
4 of the principal amount of the Global Certificate shall be so exchanged.
5 Upon surrender for transfer of any Replacement Bond at the principal office of
6 the Bond Registraz, the CiTy shall execute (if necessary), and the Bond Registrar shall
7 authenticate, insert the date of registration (as provided in paragraph 11) of, and deliver, in the
8 name of the designated transferee or transferees, one or more new Replacement Bonds of any
9 authorized denomination or denominations of a like aggregate principal amount, having the same
10 stated maturity and interest rate, as requested by the transferor; provided, however, that no bond
11 may be registered in blank or in the name of "beazer" or similar designation.
12 At the option of the Holder of a Replacement Bond, Replacement Bonds may be
13 exchanged for Replacement Bonds of any authorized denomination or denominations of a like
14 aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
15 exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are
16 so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall
17 authenticate, insert the date of registration of, and deliver the Replacement Bonds which the
18 Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
19 Global Certificates of smaller denominations.
20 All Bonds surrendered upon any exchange or transfer provided for in this
21 resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as
22 directed by the City.
23 All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
24 general obligations of the City evidencing the same debt, and entitled to the same benefits under
25 this resolution, as the Bonds surrendered for such exchange or transfer.
26 Every Bond presented ar surrendered for transfer or exchange shall be duly
27 endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond
28 Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in
29 writing.
30 The Bond Registrar may require payment of a sum sufficient to cover any tax or
31 other governmental charge payable in connection with the transfer or exchange of any Bond and
32 any legal ar unusual costs regarding transfers and lost Bonds.
33 Transfers shall also be subject to reasonable regulations of the City contained in
34 any agreement with, or notice to, the Bond Registrar, including regulations which permit the
35 Bond Regish to close its transfer books between record dates and payment dates.
36 13. Ri¢hts Upon Transfer or ExchanQe. Each Bond delivered upon transfer of
37 or in exchange for ox in lieu of any other Bond shall carry all the rights to interest accrued and
38 unpaid, and to accrue, which were carried by such other Bond.
2138425v4 24
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1 14. Interest Pavment; Record Date. Interest on any Global Certificate shall be
2 paid as provided in the first para�aph thereof, and interest on any Replacement Bond shall be
3 paid on each Interest Payment Date by check or draft mailed to the person in whose name the
4 Bond is registered (the "Holder") on the registration books of the City maintained by the Bond
5 Registrar, and in each case at the address appearing thereon at the close of business on the
6 fifteenth (15th) day of the calendar month preceding such Interest Payment Bate (the "Rewlaz
7 Record Date"). Any such interest not so timely paid shall cease to be payable to the person who
8 is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the
9 Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond
10 Registrar whenever money becomes available for payment of the defaulted interest. Notice of
11 the Special Record Date shali be given by the Bond Reb strar to the Holders not less than ten
12 (10) days prior to the Special Record Date.
13 15. Holders; Treatment of Reeistered Owner; Consent of Holders.
14 A. For the purposes of all actions, consents and other matters affecting Holders of the
15 Bonds, other than payments, redemptions, and puxchases, the City may (but shall not be
16 obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person
17 in whose name the Bond is registered. For that purpose, the City may ascertain the identity of
18 the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion
19 deems appropriate, including but not limited to a certificate from the person in whose name the
20 Bond is registered identifying such beneficial owner.
21 B. The City and Bond Registrar may treat the person in whose name any Bond is
22 registered as the owner of such Bond for the purpose of receiving payment of principal of and
23 premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such
24 Bond and far all other purposes whatsoever whether or not such Bond shall be overdue, and
25 neither the City nor the Bond Registrar shall be affected by notice to the contrary.
26 C. Any consent, request, direction, approval, objection or other instrument to be
27 signed and executed by the Holders may be in any number of concurrent writings of similar tenor
28 and must be signed or executed by such Holders in person or by agent appointed in writing.
29 Proof of the execution of any such consent, request, direction, approval, objection or other
30 instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in
31 the following manner, shall be sufficient for any of the purposes of this Resolution and shall be
32 conclusive in favor of the City with regard to any action taken by it under such request or other
33 instrument, namely:
34 (1) The fact and date of the execution by any person of any such writing may be
35 proved by the certificate of any offacer in any jurisdiction who by law has power to take
36 acknowledgments within such jurisdiction that the person signing such writing
37 acknowledged before him or her the execution thereof, or by an affidavit of any witness
38 to such execution.
39 (2) Subject to the provisions of subparagraph (A) above, the fact of the ownership
40 by any person of Bonds and the amounts and numbers of such Bonds, and the date of the
41 holding of the same, may be proved by reference to the bond register.
2138425v4 2$
�$����P
1 16. Deliverv; Applicafion of Proceeds. The C�labal Certificates when so
2 prepared and executed shall be delivered by the Director, Office of Financial Services, to the
3 Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
4 proper application thereof.
5 17. Funds. There is hereby created a special fund to be desagnated the "2008
6 Capital Projects Fund" (numbered C-08, the "Capital Fund"), to be administered and maintained
7 by the City Treasurer as a bookkeeping account separate and apart from all other accounts
8 maintained in the official financial records of the City. There has been heretofore created and
9 established the "General Obligation Special Assessments -- Streets Debt Service Fund"
10 (numbered 963, the "Debt Service Fund"). The Capital Fund and Debt Service Fund shall be
11 maintained in the manner herein specified until all of the Bonds and the interest thereon have
12 been fully paid:
13 (i) Capital Fund. To fhe Capital Fund there shall be credited the proceeds of
14 the sale of the Bonds, less accrued interest received on the Bonds, and less any amount
15 paid for the Bonds in excess of $12,337,500. From the Capital Fund there shall be paid
16 all costs and expenses of making the Improvements listed in paragraph 18, after they
17 have been ordered in accordance with the Charter of the City, including the cost of any
18 conshuction contracts heretofore let and a11 other costs incurred and to be incurred of the
19 kind authorized in Minnesota Statutes, Section 475.65 (including interest on the Bonds
20 payable during the construction period); and the moneys in the Capital Fund shall be used
21 for no other purpose except as otherwise provided by law; provided that the proceeds of
22 the Bonds may also be used to the extent necessary to pay interest on the Bonds due priar
23 to the anticipated date of commencement of the collection of taxes or special assessments
24 herein covenanted to be levied; and provided further that if upon completion of the
25 Improvements there shall remain any unexpended balance in the Capital Fund, the
26 balance may be transferred by the Council to the fund of any other improvement
27 instituted pursuant to the City's Charter or Minnesota Statutes, Chapter 424, or used to
28 pay the costs of any other purpose permitted by law, or transferred to the Debt Service
29 Fund. All earnings on the Capital Fund shall be transferred to the Debt Service Fund, ar
30 may be retained in the Capital Fund.
31
32
33
34
35
36
37
38
39
40
41
42
43
44
(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 collections of all taaces 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 therefor; (e) all funds
remaaning 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 permitted by law; and ( fl all 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 from
the Debt Service Fund or any other special account therein, and the Bonds are hereby
2138425v4
�
o�����'
made payable from the Debt Service Fund and any other special accounts therein for Yhis
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.
10
11
12
13
14
15
16
17
18
14
20
21
22
23
24
25
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
indirectly to acquire higher yielding inveshnents 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 for which the Bonds were issued, and (2) in
addition to the above in an amount 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 applicable 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 instnunentality thereof if and to the extent that such
inveshnent 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").
26 18. Assessments; Coveraee Test. The City Council has heretofore
27 determined, and does hereby determine, to proceed with the Improvements and special
28 assessments with respect thereto under the provisions of the Charter of the City, rather than the
29 provisions of Minnesota Statutes, Chapter 429.
30 It is hereby determined that no less than twenty percent (20%) of the cost to the
31 City of each Improvement financed hereunder within the meaning of Minnesota Statutes, Section
32 475.58, Subdivision 1(3), shall be paid by special assessments to be levied against every
33 assessable lot, piece and parcel of land benefited by the Improvements. The City hereby
34 covenants and agrees that it will let all construction contracts not heretofore let within one year
35 after ordering each Improvement financed hereunder unless the resolution ordering the
36 Improvement specifies a different time limit for the letting of construction contracts and will do
37 and perform, as soon as they may be done, all acts and things necessary for the final and valid
38 levy of such special assessments, and in the event that any such assessment be at any time held
39 invalid with respect to any lot, piece or parcel of land due to any error, defect, or irregularity, in
40 any action or proceedings taken or to be taken by the City or this Council ar any of the City
41 officers or employees, either in the making of the assessments or in the performance of any
42 condition precedent thereto, the City and this Council will forthwith do all further acts and take
43 all furtlier proceedings as may be required by law to make the assessments a valid and binding
44 lien upon such property.
zissazs�a 27
V� y ��
The special assessments for the Improvements have not heretofore been
2 authorized, and accordingly, for purposes of Minnesota Statutes, Section 475.55, Subdivision 3,
3 the special assessments are hereby authorized. Subject to such adjustments as are required by
4 conditions in existence at the time the assessments are levied, the assessments are hereby
5 authorized and it is hereby determined that the assessments shall be payable in equal,
6 consecutive, annual installments, with general taxes for the years shown below and with interesi
7 on the declining halance of all such assessments at a rate per annum of 6.10%.
Improvement
Desi ation
EarUMcLean
Ashland/Pascal
SeventhlBay*
Ivy/Kinnard
Assessed
Amount
$1,026,274
707,496
439,502*
699,263
Levy Years
Collection
Years
TOTAL
$2,872,534
*Also financed by bonds isued in 2007.
2008-2027
for all
2009-2028
for all
9 The special assessments for the Improvements shall be such that if collected in
10 full they, together with estimated collections of other revenues herein pledged for the payment of
11 the Bonds, will produce at least five percent (5°l0} in excess of the amount needed to meet when
12 due the principal and interest payments on the Bonds in every year. At the time the assessments
13 far the Improvements are in fact levied the City Council shall, based on the then-current
14 estimated collections of the assessments, make any adjustments in any ad valorem taxes required
15 to be levied in arder to assure that the City continues to be in compliance with Minnesota
16 Statutes, Section 475.61, Subdivision 1.
17 19. Ap�ropriation. To the payment of debt service due on the Bonds on
18 November 1, 2008, there is hereby appropriated $-0- from the City's fund balance.
19 20. Tax Levy; Covera�e Test. If taxes are levied as provided in the final part
20 of pazagraph 18, the tax levies shall be irrepealable so long as any of the Bonds are outstanding
21 and unpaid, provided that the City reserves the right and power to reduce the levies in the manner
22 and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3.
23 To provide moneys for payment of the principal and interest on the Bonds when
24 due there is hereby levied upon all of the Yaxable property in the City a direct annual ad valorem
25 tax which shall be spread upon the tax ro11s and collected with and as part of other general
26 property taaces in the City for the years and in the amounts as follows:
2138425v4 2$
��/���
Year of Tax
Lev�
Year of Tax
Collection
Amount
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
5719,649.43
770,313.77
760,740.94
776,49936
759,707.78
774,022.45
802,380.87
807,508.04
811,322.71
793,218.63
795,589.55
796,516.72
801,38139
804,671.06
832,373.23
831,200.40
838,821.32
833,973.49
837,919.41
1 The tax levies are such that if collected in full they, together with estimated
2 collections of special assessments and other revenues herein pledged for the payment of the
3 Bonds, will produce at least five percent (5%) in excess of the amount needed to meet when due
4 the principal and interest payments on the Bonds. The taa{ levies shall be irrepealable so long as
5 any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power
6 to reduce the levies in the manner and to the extent permitted by Minnesota Statutes,
7 Section 475.61, Subdivision 3.
8 21. General Obli¢ation Pledge. For the prompt and full payment of the
9 principal and interest on the Bonds, as the same respectively become due, the full faith, credit
10 and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the
11 special account relaring to the Bonds in the Debt Service Fund (as defined in paragraph 17
12 hereofj is ever insufficient to pay all principal and interest then due on the Bonds payable
13 therefrom, the deficiency shall be promptly paid out of any other funds of the Caty which are
14 available for such purpose, including the general fund of the City and the Debt Service Fund and
15 the special accounts therein, and such other funds may be reimbursed with or without interest
16 from the special account in the Debt Service Fund relating to the Bonds when a sufficient
17 balance is available therein.
18 22. Certificate of Reeistration. The Director, Office of Financial Services, is
19 hereby directed to file a certified copy of this Resolution with the officer of Ramsey County,
20 Minnesota, performing the functions of the county auditor (the "County Auditor"), together with
21 such other information as the County Auditor shall require, and to obtain the County Auditor's
2138425v4 29
b4�1��
certificate that the Bonds have been entered in the County Auditor's Bond Re�ster, and that the
taac levy required by law has been made.
3 23. Records and Certificates. The officers of the City are hereby authorized
4 and directed to prepare and furnish to the Purchaser, and to the attomeys approving the legality
5 of the issuance of the Bonds, certified copies of all proceedings and records of the City relating
6 to the Bonds and to the financial condition and affairs of the City, and such other affidavits,
7 certificates and informarion as are required to show the facts relating to the legality and
8 mazketability of the Bonds as the same appear from the books and records under their custody
9 and control or as otherwise known to them, and all such certified copies, certificates and
10 affidavits, including any heretofore fumished, shall be deemed representations of the City as to
11 the facts recited therein.
12 24. Ne�ative Covenants as to Use of Proceeds and Improvements. The City
13 hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or
14 permit them to be used, or to enter into any deferred payment arrangements far the cost of the
15 Improvements, in such a manner as to cause the Bonds to be "private activity bonds" within the
16 meaning of Sections 103 and 141 through 150 of the Code. The City reasonably expects that no
17 actions will be taken over the term of the Bonds that would cause them to be private activity
18 bonds, and the average term of the Bonds is not longer than reasonably necessary for the
19 governmental purpose of the issue. The City hereby covenants not to use the proceeds of the
20 Bonds in such a manner as to cause the Bonds to be "hedge bonds" within the meaning of
21 Section 149(g) ofthe Code.
22 25. Tas-Exemnt Status of the Bonds: Rebate; Elections. The City shall
23 comply with requirements necessary under the Code to establish and maintain the exclusion from
24 gross income under Section 103 of the Code of the interest on the Bonds, including without
25 limitation requirements relating to temporary periods for inveshnents, limitations on amounts
26 invested at a yield greater than the yield on the Bonds, and the rebate of excess investment
27 earnings to the United States.
28 The City expects that the two-year expenditure exception to the rebate
29 requirements may apply to the construction proceeds of the Bonds.
30 If any elections are available now or hereafter with respect to arbitrage or rebate
31 matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
32 Services, or any of them, are hereby authorized and directed to make such elections as they deem
33 necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be,
34 and shall be deemed and treated as, elections of the City.
35 26. No Desi�nation of Qualified Tax-Exempt Oblieations. The Bonds,
36 together with other obligations issued by the City in 2008, exceed in amount those which may be
37 qualified as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
38 Code, and hence are not designated for such purpose.
39 27. Letter of Representations. The Letter of Representations for the Bonds is
40 hereby confirmed to be the Blanket Issuer Letter of Representations dated May 10, 1996, by the
2138425v4 3�
'(���� � Y'
U
1 City and received and accepted by The Depository Trust Company. So long as The Depository
2 Trust Company is the Depository ar it or its nominee is the Holder of any Global Certificate, the
3 City shall comply with the provisions of the Letter of Representations, as it may be amended or
4 supplemented by the City from time to time with the agreement or consent of The Depository
5 Trust Company.
6 28. Negotiated Sale. The City has retained Springsted Incorporated as an
7 independent financial advisor, and the City has heretofore determined, and hereby determines, to
8 sell the Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.60,
9 5ubdivision 2(9).
10 29. Continuing Disclosure. The City is an obligated person with respect to the
11 Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
12 promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
13 Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
14 "Undertaking") hereinafier described, to:
15 A. Provide or cause to be provided to each nationally recognized municipal
16 securities information repository ("NRMSII2") and to the appropriate state information
17 depository ("SID"), if any, for the State of Minnesota, in each case as designated by the
18 Commission in accordance wiCh the Ru1e, certain annuai financial information and
19 operating data in accordance with the Undertaking. The City reserves the right to modify
20 from time to time the terms of the Undertaking as provided therein.
21 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIIZ
22 or to the Municipal Securities Rulemaking Boazd ("MSRB") and (ri) the SID, notice of
23 the occurrence of certain material events with respect to the Bonds in accordance with the
24 Undertaking.
25 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
26 or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual
27 financial information with respect to the City described in the Undertaking.
28 The City agrees that its covenants pursuant to the Rule set forth in this paragraph
29 29 and in the Undertaking are intended to be for the benefit of the Holders of the Bonds and shall
30 be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
31 these covenants shall be limited to a right to obtain specific enforcement of the City's obligatians
32 under the covenants.
33 The Mayor and Director, Office of Financial Services, or any other officers of the
34 City authorized to act in their stead (the "Officers"), are hereby authorized and directed to
35 execute on behalf of the City the Undertaking in substantially the form presented to the City
36 Council, subject to such modi&cations thereof or additions thereto as are (i) consistent with the
37 requirements under the Rule, (ii) required by the Purchaser, and (iii} acceptable to the Officers.
(Next pa q ¢ e is 36)
213842Sv4 3 1
08-13�
30. Severabilitv. If any section, paragraph or provision of this resolution shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this resolution.
31. HeadinQS. Headings in this resolution are included for convenience of
reference only and are not a part hereof, and shall not limit or define the meaning of any
provision hereof.
Yeas Nays Absent Requested by Department o£
i -� _ � 11�_ .�
Harris
Stark
✓
7
Adopted by Council: Date �
Adoprion Certified by Council5ecretary
By: 1f J//f�i��Y/!�(s�/
Approved yo : Date � � O
By:
�
Services
2138425v3 36
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
0� �l31v
FS — F�nancial Secvices
Contact Person 8 Phone:
Alexandra O'Leary
266-8832
Must Be on �ouncii Agend
'13-FEB-08
Doc.Type: RESOLUTION
E•Document Required: N
Document Contact:
ConWCt Phone:
0I-FEB-0S
y o
Assign 1
Number Z
For,
Routing 3
Order 4
5
Totai # of Signature Pages _(Clip All Locations for Signature)
Green Sheet NO: 3049618
mancial Services
mancialServices De ar6nentDirector
ity Attornev
awr's Offire Mavor/Assistant
ouncii
i Clerk Ci Clerk
Accepting proposal on sale of approximately $12,500,000.00 GO Sfreet Improvement Special Assessment Bonds, Series 2Q08B,
providing for their issuance, and levying a tax for the payment thereof.
or
ServiCe Contrads Must Answer the
Planning Commission 1. Has this personlfirm ever worked under a cont2ct for this department?
CIB Committee Yes No
Civil Service Commission 2. Has this person/frtn ever been a city employee?
Yes No
3. Does this persoNfirm possess a skill not nortnally possessed by any
current city employee?
Yes No
� Explain all yes answers on separate sheet and attach to green sheet
Initiating Problem, Issues, Opportunity (Who, What, When, Where, Why�:
The Bond Sale should take place at 10 a.m. Resolution is�required to accept the proposal.
Advantages If Approved:
The Bonds will be sold.
Disadvantages If Approved:
None.
DisadvanYages if Not Approved:
The Bonds will not be sold.
Sransaction;
Funding Source:
Fi na ncial Information:
(Explain)
Activity Number:
Cost/Revenue 6udgeted:
February 1, 20084:11 PM Page 1
r
�-13�
COMPLETIONS AND CONFORMING DETAILS
FOR
GENERAL OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BONDS, SERIES 2008B
There is before this Council a draft resolution for the sale of the above bonds that requires
certain completions and details that conform to those. The Clerk or bond counsel for the Bonds
shall revise the draft resolution to read as it should with the completions and details provided
here directly or by reference to other materials before this Council. Spots in the resolution are
noted in the second column. The third column is oprional but may contain the completion or
note the specific source of the other materials.
COMPLETION,
SPOTS IN THE DETAIL OR SOURCE
COMPLETIONS AND DETAILS RESOLUTION (OPTIONAL)
1. Winnine Proposer. Other materials before 3rd Whereas Piper 3affray & Co.
this Councal indicate the winning proposer, ¶ 1
whose name sha11 be inserted in the third
whereas and in pazagraph 1.
2. Principal Amount. Other materials before Last Whereas Changed from
this Council indicate the principal amount ¶ 1 $12,SOO,OOOto
of the Bonds; the last whereas shall be Form of Bond $11,545,000
revised to conform if necessary, the second
statement of the principal amount in
paragraph 1 shall be revised to conform if
necessary, and the issue amount stated in
the form of bond shall be revised to
conform if necessary.
3. Purchase Price. Other materials before this ¶ 1 Changed from
Council indicate the proposed purchase $13,637,492.60 to
price and, if applicable, the purchase price $12,595,588.17
for a revised issue size. The blanks in
paragraph 1 shall be completed with
purchase prices.
4. Term Bonds. Other materials before this ¶ 2 No term bonds
Council indicate whether there aze term ¶ 4
bonds. If not, pazagraph 7(b) and the form ¶ 7
of bond sha11 be revised to state that there Form of Bond
aze no term bonds subject to scheduled
mandatory redemption, and pazagraph 7(a)
and the form of bond shall be revised to
2139912v2
����
delete the pazenthetical about treating
amounts scheduled for mandatory
redemption as maturities. If so, the maturity
schedule in paragraph 2 shall be revised to
conform, the schedule of maturity dates for
interest rates in pazagraph 4 shall be revised
to conform, and te� in pazagraph 7(b) and
in the form of bond providing for scheduled
mandatory redemption shall be conformed
to state the term bonds and the scheduled
mandatory redemption dates and amounts
for the term bonds.
5. Interest Rates Other materials before this ¶ 4 See column 3 of
Council indicate the interest rates for the attached schedule B-3
maturity dates of the Bonds, and the
schedule in paragraph 4 shall be completed True interest cost is
for the maturity dates consistent with tertn 4.005%
bonds, if any, in conformance therewith.
6. Special Assessment Interest Rate. Other ¶ 18 6.10%
materials before this Councii indicate the
interest rate for the special assessments for
the improvements financed by the bonds,
which rate shali complete the blank in
pazagraph 18.
7. Tax Levies A schedule of t� levies is ¶ 20 See attached schedule
before this Council, and paragraph 20 shall B-3
be completed in conformance therewith.
2139912v2
�:
%� �
11,545,000
City of Saint Paul, Minnesota
General Obligation Street Improvement Special Assessment Bonds
Series 20086
Date
OSl07/2009
OS/01/2010
OS/01/2017
O5/01l2012
O5/01/2013
O5/0�/2014
05/01/2015
O5/01/2016
asrov2an
OS/07l2018
OS/01/2019
OS/01/2020
OSlOt/202t
OS/01/2022
OS/01/2023
O5l07/2024
05/01i2D25
OS/01/2026
OS/01/2027
OS/01l2028
OS/01/2029
775,000.00
365,000.00
410,000.00
415,000.00
445,000.00
445,0D0.00
475,000.00
520,000.00
545,000.00
570,000.00
575,000.00
600,000.00
625,OOO.QO
655,000.00
685,000.00
740,000.00
770,000.00
810,000.00
840,000.00
880,000.00
5.000%
5.000%
5.000%
5.000 %
5.000
5.000°!0
5.000%
5.000%
5.000%
5.000%
S.00OYo
5.000%
S.00OYo
5.000 %
5.000%
5.000%
S.00OMo
5.000%
5.000%
5.000 %
PastSale Tau Levies
IMerest Total P*1 �05% Overievy Revenue LevyAmount
673,458.33
564,725.00
545,125.00
524,750.00
503,500.00
481,250.00
458,625.00
434,375.00
408,000.00
380,375.00
357,875.00
322,875.00
292,500.00
260,875.00
227,750.00
192,875.00
'I55,500.00
N6,500.00
75,625.00
33,125.00
848,458.33
929,125.00
955,125.00
939,750.00
948,500.00
926,250.00
933,625.00
954,375.00
953,000.00
950,375.00
926,875.00
922,875 00
917,500.00
915,875.00
812,750.00
932,875.00
925,500.00
926,500.00
915,625.00
913,125.00
890.88125
975,58125
1.002.88125
986,737.50
995,925.00
972.562.50
980,30625
1,002,093.75
7,000,650.00
997,893.75
973.21875
969,018.75
963,375.00
961,668.75
958,387.50
979,518.75
975.775.60
972,825.00
967,40625
958,781.25
778,133.00
255,931.82
232,567.48
225,996.56
219,425.64
252.854.72
206,283.80
199,712.88
193,141.96
186,571 04
180,000.72
173,429.20
166,85828
160,287.36
753,716.44
147,145.52
�40.574.60
134,003.68
127,432.76
120,861.84
174.290.92
172.74825
779,649.43
770,313.77
760,740.94
776,499.36
759.707.78
774,022A5
802,380.87
807,508.04
Si1.322.77
793,218.63
795,589.55
796,516.72
801,381.39
804,677.06
832,37323
831.200.40
838.821.32
633,973.49
837,919.47
(774,290.92)
2007
2008
2009
2010
2011
2a12
2013
2074
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2008BGOSLeetGnp&ndt / SINGGLAIXP(UZ 1 Y>3l2LY18 / >:OB➢M
, Springsted
2139912v2
�-�=p:R Springsted
February 13, 2008
Mr, Matt Smith, Director of Financial Services
Office of Financial Services
700 City Hall
15 West Kellogg Boulevard
Saint Paul, Minnesota 55102
RE:
Spnnqsted tncorporated
380 dackson Streel, Suite 300
Samt Pzul, IdN 551�1-2897
TeP fi5i-223-3000
�: 657-2233002
ww�v.spnngsledCOm
Recommendations for Award of City of Saint Paui's:
$6,330,000 General Obligation Capital Improvement Bontls, Series 2008A,
$12,500,000 General Obiigation Street Improvement Special Assessment Bonds, Series 20086
(The Street Bonds have been reduced to $11,545,000 as a result of the bidding),
$10,510,DOD General Obligation Public Safety Bonds, Series 2008C, and
$23,735,000 Sewer Revenue Bonds, Series 2008D
Dear Mr. Smith:
This letter summarizes the results of the competitive bids opened this moming for the four Issues listed above.
,
Purpose and Repayment Sources of Issues
The purpose of the CIB Issue is to fund projects provided for through the City's Capitai Improvement Budgeting
process. The CIB Issue will be repaid by property tax levies.
The purpose of the Street Issue is to fund portions of the City's annual street improvement program. This Street
Issue will be repaid by special assessments on benefiting properties and property tax levies.
The purpose of the Public Safety Issue is to fund the acquisition of the Westem District Police Station. This Issue
will be repaid by property tax levies.
The purpose of the Sewer Revenue Issue is to fund improvements to the City's sanitary sewer system. The Sewer
Issue wiil be repaid by revenues of the Sewer Utility.
Public Sector Advisors
G�,�(�
City of Saint Paul, Minnesota
February 13, 2008
Page 2
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Tax-Exempt Market Rates
While the municipal fax-exempt market continues in a very low range, it has been highly erratic over the past six
weeks in response to both the economic situation and concems over credit quality. The national +ndex of these
interest rates, the BBI, is at the very low point of 4.33%, as compared to last year's April sale where the BBI was
at 4.29%. The trend of interest rates has also changed markedly over the past few months, moving from a relative
flat yield curve to a more traditional `steep' yield curve. This situation results in shorter term bonds having relatively
lower interest rates than longer term bonds.
Sale Results
The City received three bids on the CIB Issue. The senior managers of the bidding syndicates were as foilows:
Rank Bidder TI C,(%)
RBC Capital Market 3.0836
Piper Jaffray 3.4951
Robert W. Baird 3.1515
The lowest (or best) bid was received from RBC Capital Markets at a true interest rate of 3.0836%. Last year's CIB
Issue receivetl a winning bid of 3.82%. Our estimate of interest rates from mid-January for this Issue was 3.80%.
The City received four bids on the Street Issue:
Rank Bidder TIC(%)
PiperJaffray 3.9885
Cronin & Company 4.0045
RobeR W. Baird 4.0425
Merfilf Lynch & Company 4.3024
The lowest (or best) bid vdas received from Piper Jaf(ray at a true interest rate of 3.9885°l0. Last year's Street issue
received a winning bid of 4.216%. Our estimate of interest rates from mitl-January for this issue was 4.30%.
Note on the Street Issue Principal Amount: The City permits investment banking firms to have a defined level of
flexibility in placing their bids, with one such aspect being 'premium bids.' In a premium bid, the bidder pays the City
more than the principal amount of bonds to be issued in return for the City paying higher than market interest rates.
In this sale, Piper Jaffray bid a premium of $1,076,000. This premium permitted the reduction in the amount of
bonds issued to $11,545,D00 from $12,500,000. This debt reduction permits the City to reduce its annual debt
service caused by the premium interest rates.
City of Saint Paul, Minnesota
February 13, 2�08
Page 3
The City received four bids an the Public Safety Issue:
Rank Bidder
UBS Securities
PiperJaffray
Robert W. Baird
Merrill Lynch & Company
TIC %
4.2350
42406
4.3049
4.4997
�-i��
The lowest (or best) bid was received from UBS Securities LLC at a true interest rate of 4.2350%. Our estimate of
interest rates from mid-January for this Issue was 4.45%.
The City received four bids on the Sewer Revenue Issue;
Rank Bidder TIC °(J
UBS Securities 3.9671
Robert W. Baird 3.9694
PiperJaffray 3.9984
Merzill Lynch & Company 4.0875
The lowest (or best) bid was received from UBS Securities LLC at a true interest rate of 3.9671 %. Our estimate of
interest rates from mid-January for this Issue was 4.32%.
The difference in interest rates beriveen these four issues is the result of the respective repayment terms of
the Issuea In general, shorter-term issues have fower interest rates than longer issues. The CIB Issue had
a markedly shorter term than the other three Issues.
We require bidders to submit their bids on a"True Interest Rate" (TIC) basis, so as to reflect the present value of
their bids and thereby ensure the City award based on the lowest cost to the City. We have enclosed bid tabulation
forms for each Issue summarizing the bid specifics and composition of each undenvriting syndicate.
Recommendation
We recommend award(s) of sale to:
CIB Issue ................................ RBC Capital Markets
Street Issue ............................ Piper Jaffray
Public Safety Issue .................. UBS Securities
Sewer Revenue Bonds............ U8S Secu�ities
City of Saint Paul, Minnesota
February 13, 2008
Page 4
Basis oE Recommendation
V� ���t'
We believe the interest rates received by the City today reflect significant market participation and aggressive
bidding. The broad market continues in a very low range. For all four Issues, the sale resuits are at interest rate
levels significantly under our estimates from mid-January.
Credit Rafing
The City's general obligation rating for these Issues were reaffirtned by Standard & Poor's at AAA and Moody's
at Aa2. The Sewer Utility's separate ratings were also reaffirmed at AAA from Standard & Poor's and Aa2
from Moody's. The respective rating agency reports present each agency's perspectives on the City's credit quality.
The City conducted an intensive series of discussions with the two agencies as part of this rating process. The AAA
rating is an exceptionai credit designation and its continuance by the City in difficult budget and economic times
demonstrates the quality of decision-making by its elected officials and the management of its staff.
We welcome any questions regarding this sale process and congratulate the City on completion of a successful
sale process.
Respectfully,
�� � ` �--e`�`Q' `«`° A"�
David N. MacGillivray, Chairman
Client Representative
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Enclosures
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