09-539CouncilFile# 09-539
GreenSheet# 3070379
RESOLiJTION
TY OF AI PAUL, MINNESOTA
Presented By (�� �,f 1�t� � �
Refecred To
Committee:
1 ACCEPTING PROPOSAL ON SALE OF APPROXIMATELY
2 $4,500,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
3 BONDS, SERIES 2009A,
4 PROVIDING FOR THEIR ISSUANCE, AND LEVYING
5 A TAX FOR THE PAYMENT THEREOF
WHEREAS, the Director, Office oi Financial Services, has presented proposals
received for the sale of approximately $4,500,000 General Obligation Capital Improvement
Bonds, Series 2009A (the "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
4 WHEREAS, the proposals set forth on Exhibit A attached hereto were received
10 pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:00 A.M.,
ll Central Time, ihis same day; and
12 WHEREAS, the Director, Office of Financial Services, has advised this Council
13 that the proposal of �-t �� �,,� ,: f t.� z �� was found to be the most advantageous
14 and has recommended that said proposal be accepted; and
15 WHEREAS, the proceeds of the Bonds will finance certain capital improvements,
16 for which the City is proceeding pursuant to its Charter and Laws of Minnesota for 1971,
17 Chapter 773, as amended, with any excess to be used for any other purpose permitted by law;
18 and
19 WHEREAS, the City has heretofore issued registered obligations in certificated
20 form, and incurs substantial costs associated with their printing and issuance, and substantial
21 continuing transacrion costs relating to their payment, transfet and exchange; and
22 WHEREAS, the City has determined that significant savings in transaction costs
23 will result from issuing bonds in "global book-entry form", by which bonds are issued in
24 certificated form in large denominations, registered on the books of the City in the name of a
25 depository or its nominee, and held in safekeeping and immobilized by such depository, and such
26 depository as part of the computerized national securities clearance and settlement system (the
27 'National System") registers transfers of ownership interests in the bonds by making
28 computerized book entries on its own books and distributes payments on the bonds to its
29 Participants shown on its books as the owners of such interests; and such Participants and other
30 banks, brokers and dealers participating in the National System will do likewise (not as agents of
31 the City) if not the beneficial owners of the bonds; and
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i WF3EREAS, 'Participants" means those financial institutions for whom the
2 Depository effects book-entry transfers and pledges of securities deposited and immobilized with
3 the Depository; and
4 WHEREAS, The Depository Trust Company, a limited purpose 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 Representations") setting forth various matters relating to the Depository and its role
9 with respect to the Bonds; and
10 WHEREAS, the City will deliver the Bonds in the form of one certificate per
11 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 detemunes to issue Replacement Bonds as provided below; and
15 WHEREAS, the City will be able to replace the Depository or under certain
16 circumstances to abandon the "global book-entry form" by permitting the Global Certi�cates to
17 be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
18 register; and "Replacement Bonds" means the certificates representing the Bonds so
19 authenticated and delivered by the Bond Registru pursuant to paragraphs 6 and 12 hereof; and
20 WHEREAS, °Holder° as used herein means the person in whose name a Bond is
21 registered on the registration books of the City maintained by the registrar appointed as provided
22 in paragraph 8(the "Bond Registrar"); and
23 WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
24 "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to
25 provide certain continuing disclosure with respect to the Bonds; and
26 WHEREA5, pursuant to Minnesota Statutes, Secdon 475.60, Subdivision 2(9),
27 public sale requirements do not appiy 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 nouce thereof as a form of private
30 negotiaCion; and
31 WHEREAS, proposals for the Bonds have been solicited by Springsted
32 Incorporated gursuant to an Official Statement and Terms of Proposal therein; and
33 WHEREAS, the City retained the right to increase or reduce the principal amount
34 of the Bonds from the proposed $4,500,000, but the City has deternuned to make no change:
35 NOW, Tf�REFORE, BE TT RESOLVED by the Council of the City of Saint
36 Paul, Minnesota, as follows:
37 i. Acceptance of Pro�osal. The proposal of BMO Capital Markets (the
38 "Purchaser") to purchase $4,500,000 General Obligation Capital Improvement Bonds,
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1 Series 2009A, of the City (the "Bonds", or individually a"Bond"), in accordance with the Terms
2 of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the
3 Bonds the sum of $4,549,447.00, plus interest accrued to settlement, is hereby found, detemuned
4 and declared to be the most favorable proposal received and is hereby accepted for Bonds in the
5 principal amount of �4,500,000 for a purchase price of $4,549,447.00, plus interest accrued to
6 settlement, and the Bonds are hereby awazded to the Purchaser. The Director, Office of
7 Financial Services, or her designee, is directed to retain the deposit of the Purchaser and to
8 forthwith retum to the others making proposals their good faith checks or drafts.
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2. Title; Oriainal Issue Date: Denominations Maturities. The Bonds shall be
titled "General Obligation Capital Improvement Bonds, Series 2009A", shail be dated June 1,
2009, as the date of original issue and shall be issued forthwith on or aftez such date as fu11y
registered bonds. The Bonds shall be numbered from R-I upward. Giobal Certlficates shall each
be in the denomination of the entire principal amount maturing on a single date, or, if a portion
of said principal amount is prepaid, said principal amount less the prepayment. Replacement
Bonds, if issued as provided in paragraph 6, shall be in the denomination of $5,000 each or in
any integral multiple thereof of a single maturity. The Bonds shall mature on March 1 and
September 1 on the dates and in the amounts as follows:
Date
iE
19
20
21
22
23
24
25
26
March 1, 2010
September 1, 2010
Mazch 1, 2011
September 1, 2011
March 1, 2012
September 1, 2012
March 1, 2013
Amount
$200,000
220,OOG
225,000
225,000
23Q,OOQ
230,000
230,000
Date
September 1, 2013
March 1, 2014
September 1, 2014
March 1, 2016
September 1, 2017
March 1, 2Q19
Amount
$230,000
235,000
235,000
720
745,000
780,000
The above maturity schedule does not differ from the schedule in the Terms of Proposal.
3. Purpose. The Bonds shall provide funds for the construction of the capital
improvements in the City's 2009 capital improvement budget (the "Improvements"). The
proceeds of the Bonds shall be deposited and used as provided in pazagraph 17, for the purpose
described by Laws of Minnesota for 1971, Chapter 773, as amended, and any excess moneys
shall be devoted to any other purpose pernutted by law. The total cost of the linprovements,
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. Work on the Impzovements shail proceed with due
diligence to completion.
27 4. Interest. The Bonds shall bear interest payable semiannually on March 1
28 and September 1 oP each yeaz (each, an "Interest Payment Date"), commencing Mazch 1, 2010,
29 calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per
30 annum set forth opposite the maturity dates as follows:
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Maturitv Date
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March 1, 2010
September 1, 2010
Mazch i, 2011
Septembec 1, 2011
Mazch 1, 2012
September 1, 2012
March 1, 2013
Interest Rate
2.00%
2.00
2.00
2.Q�
2.00
2.00
2.00
Maturity Date
September 1, 2013
March 1, 2014
September l, 2�14
March 1, 2016
September l, 2017
Mazch 1, 2019
Interest Rate
2.00%
2.25
2.25
3.00
3.00
3.25
5. Description of the Global Certificates and Global Book-Entry Svstem.
Upon their original issuance the Bonds will be issued in the form of a sinale Global Certificate
for each maturity, deposited with the Depository or its agent by the Purchaser and immobilized
as provided in pazagtaph 6. No beneficial owners of interests in the Bonds will receive
certificates representing their respective interests in the Bonds except as provided in pazagraph 6.
Except as so provided, during the term of the Bonds, beneficial ownerslup (and subsequent
transfers of beneficial ownership) of inCerests in the Giobal Certificates will be reflected by book
entries made on the records of the Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's book entries of beneficial
ownership interests are authorized to be in increments of $5,000 of principal of the Bonds, but
not smaller increments, despite the larger authorized denominaUons of the Global Certificates.
Payment of principal of, premium, if any, and interest on the Global Certificates will be made to
the Bond Registraz as paying agent, and in turn by the Bond Registrar to the Depository or its
nominee as registered owner of the Global Certificates, and the Depository according to the laws
and rules governing it will receive and forward payments on behalf of the beneficial owners of
the Global Certificates.
17 Payment of principal of, premium, if any, and interest on a Global Certificate may in the
18 City's discretion be made by such other method of transferring funds as may be requested by the
19 Holder of a Global Certificate.
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6. Immobilization of Global Certificates bv the Depositorv• Successor
Depository; Replacement Bonds. Pursuant to the reqaest 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 pepository ar its agent. The Global Certificates shall be in typewritten form or otherwise as
acceptabie to the Depository, shall be registered in the name of the Depository or its nominee
and shall be held immobilized from circulation at the offices of the Depository or its agent on
behalf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the
sole hoider of record of the CTlobal Certificates and no investor or other party purchasing, selling
or otherwise transfening ownership of interests in any Bond is to receive, hold or deliver any
bond certificates so long as the Depository holds the Global Certificates iznmobilized from
circulation, except as provided below in this paragraph and in paragraph 12.
Certificates evidencing the Bonds may not after their original delivery be transferred or
exchanged except:
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(i) Upon registration of transfer of ownership of a Global Certificate, as
provided in pazagraph 12,
3 (ii) To any successor of the Depository (or its nominee) or any substitute
4 depository (a "substitute depository") designated pursuant to clause (iii) of this
5 subpazagraph, provided that any successor of the Depository or any substitute depository
6 must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial
7 Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
8 agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
4 (iii) To a substitute depository designated by and acceptable to the City upon
10 (a) the deternunauon by the Depository that the Bonds shall no longer be eligible for its
11 depository services or (b) a determination by the City that the Depository is no longer
12 able to carry out its functions, provided that any substitute depository must be qualified to
13 act as such, as provided in clause (ii) of this subparagraph, or
14 (iv) To those persons to whom transfer is requested in written transfer
15 instructions in the event that:
16 (a) the Depositary shall resign or discontinue its services for the
17 Bonds and the City is unable to locate a substitute depository within two (2)
1 g months following the resignation or deternunation of non-eligibility, or
19 (b) upon a determination by the City in its sole discretion that (1) the
20 continuation of the book-entry spstem described herein, which precludes the
21 issuance of certificates (other than Global Certificates) to any Holder other than
22 the Depository (oc its nominee), might adversely affect the interest of the
23 beneficial ownexs of the Bonds, oc (2) that it is in the best interest of the beneficial
24 owners of the Bonds that they be able to obtain certificated bonds,
25 in either of which events the City shall notify Holders of its deternunation and of the
26 availability of certificates (the "Replacement Bonds") to Holders requesting the same and
27 the registration, transfer and exchange of such Bonds will be conducted as provided in
28 paragraphs 9B and 12 hereof.
29 In the event of a succession of the Depository as may be authorized by this
30 paragraph, the Bond Registraz upon presentation of Global Certificates shall register their
31 transfer to the substitute or successor depository, and the substitute or successor depository shall
32 be treated as the Depository for all purposes and functions under this resolution. The Letter of
33 Representations shall not appiy to a substitute or successor depository unless the City and the
34 substitute or successor depository so agree, and a similar agreement may be entered into.
35 7. Redemption.
36 (a) Optional Redemption; Due Date. A11 Bonds maturing after September 1, 2017,
37 sha11 be subject to redemption and prepayment at the option of the City on such date and on any
38 day thereafter at a price of par pius accrued interest. Redemption may be in whole or in part of
39 the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
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1 prepaid in such order of maturiry and in such amount per maturity as the City shall deternune
2 (treating amounts scheduled for mandatory redemption as maturities); and if only part of the
3 Bonds having a common maturity date aze called for prepayment, the Glohal Certificates may be
4 prepaid in $5,000 increments of principal and, if applicable, the specific Replacement Bonds to
5 be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof cailed for
6 redemption shall be due and payable on the redemption date, and interest thereon shall cease to
7 accrue from and after ihe redemption date.
8 (b) Scheduled Mandatorv Redemption. Term Bonds maturing on Mazch 1, 2016, are
9 subject to redemption and prepayment at a price of par plus accrued interest, without premium,
10 on the dates and in the amounts set forth below:
Date
March 1, 2015
September 1, 2015
March 1, 2016
Amount
$235,000
240,OQ0
245,000 (Maturity)
11 Term Bonds maturing on September l, 2017, are subject to redemption and prepayment at a
12 price of pu plus accrued interest, without premium, on the dates and in the amounts set forth
13 below:
Date
September 1, 2016
March 1, 2017
Septembee 1, 2017
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Amount
$245
250,000
25o,000 (Maturity)
Term Bonds maturing on March 1, 2019, are subject to redempfion and prepayment at a price of
par pius accrued interest, without premium, on the dates and in the amounts set forth below:
Date Amount
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March 1, 2018 $255,000
September l, 2018 260,000
Mazch 1, 2019 265,000 (Maturiry)
(c) Notation on Global Certificate. Upon a reduction in the aggregate principal
amount of a Global Certificate, the Holder may make a notation of such redemption on the panel
provided on the Global Certificate stating the amount so redeemed, or may return the Global
Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the
Bond Registraz, in proper principal amount. Such notation, if made by the Holder, sha11 be for
reference only, and may not be relied upon by any other person as being in any way
deternunative of the principal amount of such G1oba1 Certificate outstanding, unless the Bond
Registraz has signed the appropriate column of the panel.
25 (d) Selection of Replacement Bonds. To effect a partial redemption of Replacement
26 Bonds having a common maturity date, the Bond Registrar priar to giving notice of redemption
27 shall assign to each Repiacement Bond having a common maturity date a distinctave number far
28 each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar sha11 then
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1 select by lot, using such method of selection as it shall deem proper in its discretion, from the
2 numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each
3 number, shall equal the principal amount of such Replacement Bonds to be redeemed. The
4 Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned
5 numbers so selected; provided, however, that only so much of the principal amount of each such
6 Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal
7 $5,000 for each number assigned to it and so selected.
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(e) Partial Redemption of Replacement Bonds. If a Replacement Bond is to be
redeemed only in part, it shall be sunendered 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
writin�} and the City shall execute (if necessary) and the Bond Registraz shall authenticate and
deliver ta 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
sunendered.
18 (f j Request for Redemption. The Bond Registraz shali call Bonds for redemption and
19 payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior
20 to the redemption date of a request of the City, in written form if the Sond Registrar is other than
21 a City officer. Such request shall specify the principal amount of Bonds to be called fox
22 redemption and the redemption date.
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(g) Notice. Mailed notice of redemption shail be given to the paying agent (if other
than a Ciry officeT} and to each affected Holder. If and when the City shall call any of the Bonds
for redemption and payment prior to the stated maturity thereof, the Bond Registrar sha11 give
written notice in the name of the City of its intention to cedeem and pay such Bonds at the office
of the Bond Registrar. Notice of redemption shall be given by first class mail, postage prapaid,
mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
redeemed, at the address appeazing in the Bond Register. All notices of redemption shall state:
(i)
(ii)
The redemption date;
The redemption price;
32 (iii) If less than all ouCstanding Bonds are to be redeemed, the identification
33 (and, in the case of partial redemption, the respective principal amounts) of the Bonds to
34 be redeemed;
35 (iv) That on the redemption date, the redemption price will become due and
36 payable upon each such Bond, and that inTerest thereon shall cease to accme from and
37 after said date; and
38 {v) The place where such Bonds aze to be sunendered for payment of the
39 redemption price (which shall be the office of the Bond Registrar).
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1 (h) Notice to Depositorv. Notices to The Depository Trust Company or its nominee
2 shall contain the CUSIP numbers of the Bonds. If there aze any Holders of the Bonds other than
3 the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such
4 notice to the Depository on the business day next preceding the date of mailing of such notice to
5 ail other Holders.
b 8. Bond Reeistrar. The Treasurer of the City is appointed to act as bond
7 registrar and transfer agent with respect to the Bonds (the "Bond Registraz"), and shall do so
8 unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the
9 City and Bond Registraz shall execute which is consistent herewith. A successor Bond Registrar
10 shall be an officer of the City or a bank or trust company eligible for designation as bond
11 registtar pursuant to Minnesota Statutes, Chapter 475, and may be appointed pursuant to any
12 contract the City and such successor Bond Registrar shall execute which is consistent herewith.
13 The Bond Registrar shall also serve as paying agent unless and unUl a successor paying agent is
14 duly appolnted. Principal and interest on the Bonds shall be paid to the Holders (or record
15 holders) of the Bonds in the manner set forth in the forms of Bond and paragraph 14 of this
16 resolution.
17 9. Forms of Bond. The Bonds shall be in the form of Global Certificates
18 unless and until Repiacement Bonds are made available as provided in paragraph 6. Each form
19 of bond may contain such additional or different terms and provisions as to the form of payment,
20 record date, notices and other matters as aze consistent with the Letter of Representations and
21 approved by the City Attorney.
22 A. Global Certificates. The Global Certificates, together with the Bond Registrar's
23 Certificate of Authentication, Certificate of Registration, the Register of Partial Payments, the
24 form of Assignment and the registration information thereon, shall be in substantially the
25 following form and may be typewritten rather than printed:
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GENERAL OBLIGATION CAPTI'AL IMPROVEMENT
INTEREST
RATE
UNTTED STATES OP AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CTTY OF SAINT PAUL
BOND, SERIES 2009A
MATURTTY DATE OF
DATE ORIGINAL ISSUE
1, 20_ June 1, 2009
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REGISTEEtED QWNER:
PRINCIPAL AMOUNT:
DOLLARS
�
CUSIP
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Minnesota (the "Issuer" or °City"), certifies that it is indebted and for value
received nromises 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 Mazch 1 and Septerriber 1 of each year (each, an"Interest
Payment Date"), commencing March 1, 2010, at the rate per annum specified above (calculated
on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has
been provided for. This Bond will beaz interest from the most recent Interest Payment Date to
which interest has been paid or, if no interest has been paid, from the date of original issue
hereof. The principal of and premium, if any, on this Bond are payable in same-day funds by
2:3Q p.m., Eastern time, upon presentation and sunender hereof at the principal office of
in , Minnesota (the "Bond Registraz"), acting as paying
agent, or any successor paying agent duly appointed by the Issuer; provided, however, that upon
a partial redemption of this Bond which results in the stated amount hereof being reduced, the
Holder may in its discretion be paid without presentation of this Bond, which payment shall be
received no later than 2:30 p.m., Eastern time, and may make a notation on the panel provided
herein of such redemption, stating the amount so redeemed, or may return the Bond to the Bond
Registraz 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
an any way deternunafive 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 p.m., 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
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1 "Regular Record Date"). Interest payments shall be received by the Holder no later than 2:30
2 p.m., Eastern 6me; and principal and premium payments shall be received by the Hoider no later
3 than 2:30 p.m., Eastem time, if the Bond is surrendered for payment enough in advance to pernut
4 payment to he made by such time. Any interest not so timely paid shall cease to be payable to
5 the person who is the Holder hereof as of the Regulaz Record Date, and shall be payable to the
6 person who is the Holder hereof at the close of business on a date (the "Special Record Date")
7 fued by the Bond Registrar whenever money becomes available for payment of the defaulted
8 interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days
9 prior to the Speciai Record Date. The principal of and premium, if any, and interest on this Bond
10 are payable in lawful money of the United States of America.
11 Date of PaVment Not Business Da,y. If the date for payment of the principal of,
12 premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
13 which banking insUtutions in the City of New York, New York, or the city where the principal
l4 office of the Bond Registrar is located are authorized by law or executive order to close, then the
15 date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
16 holiday or a day on which such banking insritutions aze authorized to close, and payment on such
17 date shall have the same force and effect as if made on the nominal date of payment.
18 Optional Redemotion. All Bonds of this issue (the "Bonds") maturing after
19 September 1, 2017, aze subject to redempfion and prepayment at the option of the Issuer on such
20 date and on any day thereafter at a price of par pius accrued interest. Redemption may be in
21 whole or in park of the Bonds subject to prepayment. If redemption is in part, those Bonds
22 remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as
23 the Ciry shall determine (treating amounts scheduled for mandatory redemption as maturities);
24 and if only part of the Bonds having a common maturity date aze called for prepayment, this
25 Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for
26 redemption shall be due and payable on the redemption date, and interest thereon sha11 cease to
27 accrue from and after the redemption date.
28 Scheduled Mandatorv RedemQtion. The Bonds maturing on Mazch 1, 2016, aze
29 subject to redemption and prepayment at a price of par plus accrued interest, without premium,
30 on the dates and in the amounts set forth below:
Date
Mazch 1, 2015
September 1, 2015
March i, 2016
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Amount
$235,000
240,000
245,000 (Maturity)
The Bonds maturing on September i, 2017, aze subject to redemption and prepayment at a price
of par plus accrued interest, without premium, on the dates and in the amounts set forth below:
Date
September 1, 2Q16
1Vlarch 1, 2017
September l, 2017
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Amount
$245,000
250,000
250,000 (Maturity)
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The Bonds maturing on Mazch 1, 2019, aze subject to redemption and prepayment at a price of
paz plus accrued interest, without premium, on the dates and in the amounts set forth below:
Date Amount
March 1, 2018 $255,000
September 1, 2018 260,000
March 1, 2019 265,000 (Maturity)
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Notice of Redemotion. Mailed notice of redemption shall be given to the paying
agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereof will be given by first class mail
mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUS1P" numbers assigned to the Bonds
shall be used.
Replacement or Notation of BQnds after Partial Redemgtion. Upon a partial
redemption of this Bond which results in the stated amount hereof being reduced, the Holder
may in its discretion make a notation on the panel provided herein of such redemption, staling
tne amount so redeemed. Such notation, if made by the Holder, shall be for reference only, and
may not be relied upon by any other person as being in any way determinative of the principal
amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of
the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attomey duly
authorized in writing) and the Issuer shall execute (if necessazy) and the Bond Registrar shall
authenucate and deliver to the Holder of such Bond, without service chazge, a new Bond of the
same series having the same stated maturity and interest rate and of the authorized denomination
in aggregate principal amount equal to and in exchange far the u�redeemed portion of the
principal of the Band so sunendered.
Issuance; Purpose; General Obli ag tion. This Bond is one of an issue in the total
principal amount of $4,500,000, all of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination, and redemption privilege, which Bond has been issued
pursuant to and in full confornuty with the Constitution and laws of the State of Minnesota,
including particularly Laws of Minnesota for 1971, Chapter 773, as amended, and the Charter of
the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on May 20,
20Q9 (the "Resolution"), for the purpose of providing money to finance the acquisition,
construction and repair of various capital improvements in the City. This Bond is payable out of
the General Debt 5ervice Fund of the Issuer. This Bond constitutes a general obligation of the
Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
and interest when the same become due, the full faith and credit and taYing powers of the Issuer
have been and are hereby irrevocabiy pledged.
36 Denominations; Exchan�e; Resolution. The Bonds aze issuable originally only as
37 Global Certificates in the denomination of the entire principal amount of the issue maturing on a
38 single date, or, if a portion of said principal is prepaid, said principal amount less the
39 prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller
234841av3 j 1
09-539
1 denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
2 then available. Replacement Bonds, if made available as provided below, aze issuable solely as
3 fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single
4 maturity and are exchangeable for fully registered Bonds of other authorized denominations in
5 equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
6 manner and subject to the limitations provided in the Resolution. Reference is hereby made to
7 the Resolution for a description of the rights and duties of the Bond Regisuar. Copies of the
8 Resolution are on file ln the principal office of the Bond Registraz.
9 Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event
10 that:
ll (a) the Depository shall resign or discontinue its services for the Bonds, and
12 only if the Issuer is unable to locate a substitute depository within two (2) months
13 following the resignation or determination of non-eligibility, or
14 (b) upon a determination by the Issuer in its sole discretion that (1) the
15 continuarion of the book-entry system described in the Resolution, which precludes the
16 issuance of certificates (other than Global Certificates) to any Holder other than the
17 Depository (or its nominee), might adversely affect the interest of the beneficial owners
18 of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that
19 they be able to obtain certificated bonds.
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Transfer. This Bond shall be registered in the name of the payee on the books of
the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his,
her or its name and note the date of registration opposite the name of the payee in the certificate
of registration attached hereto. Thereafter this Bond may be transferred by delivery with an
assignment duly exectited by the Holder or his, her or its legal representatives, and the Issuer and
Bond Registraz may treat the Holder as the person exclusively entitled to exercise a11 the rights
and powers of an owner until this Bond is presented with such assignment for registration of
transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
and effective, and until such transfer is registered on said books and noted hereon by the Bond
Registrar, all subject to the terms and conditions pcovided in the Resolution and to reasonable
regulations of the Issuer contained in any agreement with, or notiee to, the Band Registrar.
Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other
restrictions if required to qualify this Bond as being "in registered form" within the meaning of
Section 149(a) of the federal Tntemal Revenue Code of 1986, as amended.
34 Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
35 sufficient to cover any tax or other governmental charge payable in connection with the transfer
36 or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
37 Treatment of Registered Owner. The Issuer and Bond Registraz may treat the
38 person in whose name this Bond is registered as the owner hereof for the purpose of receiving
39 payment as herein provided (except as otherwise provided with respect to the Record Date) and
40 for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the
41 Bond Registrar shali be affected by notice to the contrazy.
2348410v3 1 Z
09-539
Authentication. This Bond shall not be valid or become obligatory for any
purpose or be entitied to any security unless the Certificate of Authentication hereon shall have
been executed by the Bond Registrar.
Not Oualified Tax-Exempt Qblieations. The Bonds have not been designated by
the Issuer as "qualified ta�-exempt obligations" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
7 IT IS HEREBY CERTIFIED AND RECTTED that all acts, conditions and things
8 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
9 be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
? 0 done, have happened and have been performed, in regular and due form, :ime and manner as
11 required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
12 date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
13 does not exceed any constitutional or statutory or Charter limitation of indebtedness.
14 IN WTTNESS WHEREOF, the City of Saint Paul, Ramsey Counry, Minnesota, by
I S its City Council has caused this Bond to be sealed with its official seal and to be executed on its
16 behalf by the photocopied facsimile signature of its Mayor, attested by the photocopied facsimile
17 signature of ats Cierk, and countersigned by the photocopied facsimile signature of its Director,
18 Office of Financiai Services.
2348410v3 13
09-539
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IS
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Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AIJTT�NTICATION
This Bond is one of the
Sonds described in the
Resolution mentioned
within.
Bond Registrar
Authorized Signature
(SEAL)
Registrable hy:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General OblagaYion Capital Improvement Bond, Series 2009A, No. R-_
2348410v3
14
09-539
CERTTFICATE OF REGISTRATION
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 SIGNATLTRE OF
REGIS'TRATION REGISTERED OWNER BOND REGIS'I'RAR
z3naaio�s 15
09-539
2
REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
Date Amount Bondholder Bond Reeistraz
5 If a notation is made on this register, such notation has the effect stated in the attached Bond.
6 Partial payments do not require the presentation of the attached Bond to the Bond Registrar, and
7 a Holder could fail to note the partial payment here.
2348410v3 16
C1I�e39
ABBREVIATIONS
2 The following abbreviations, when used in the inscription on the face of this Bond, shall
3 be construed as though they were written out in full according to applicable laws or rea lations:
4 TEN COM - as tenants in common
S TEN ENT - as tenants by the entireties
6 7T TEN - as joint tenants with right of survivorship
7 and not as tenants in common
8 UTMA - as custodian for
9 (Cust)
10 under the
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ASSIGNNIENT
For value received, the undersigned hereby sells, assigns and transfers unto
Che 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 pxemises.
Dated:
Norice:
Signature Guazanteed:
The assignor's signature to this assignment must
conespond with the name as it appears upon the face of
the attached Bond in every particular, without alteration
or any change whatever.
26
27 Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
28 having a membership in one of the major stock exchanges or any other "Eligible Guarantor
29 Institution" as defined in 17 CF12 240.17Ad-15(a)(2).
30 The Bond Registraz will not effect transfer of this Bond unless the information
31 conceming the transferee requested below is provided.
32 Name and Address:
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34
35 (Include information for all joint owners if the Bond is heid
36 by joint account.)
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
2sasaiaos 17
09-539
2 B. Replaceznent Bonds. If the City has notified Holders that Replacement Bonds
3 have been made available as provided in paragraph 6, then for every Bond thereafter transferred
4 or exchanged (including an exchange to reflect the partiai prepayment of a Globai Certificate not
5 pteviously exchanged for Replacement Bonds) the Bond Registraz shall deliver a certificate in
6 the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Globai
7 Certificate shall not otherwise be required to exchange the Global Certificate for one or mare
S Replacement Bonds since the City recognizes that some beneficial owners may prefer the
9 convenience of the Depository's registered ownership of the Bonds even though the entire issue
10 is no longer required to be in global book-entry form. The Replacement Bonds, together with the
11 Bond Regisuar's Certificate of Authentication, the form of Assignment and the registration
12 information thereon, shall be in substantially the following form, with paragraphs identical to the
13 form of Global Certi£cate stated by heading ar initial text only:
2348410v3 j $
09-539
UNPI'ED STA'I'ES OF AMERICA
2 STATE OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAINT PAUL
i�
GENERAI.OBLICTATION CAPITAL IMPROVEMENT
BOND, SEI2IES 2009A
10
INTEREST
RATE
MATURTI'Y
DATE
1, 20_
DATE OF
ORIGINAL ISSUE
REGISTERED OWNER:
June 1, 2009
DOLLARS
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PRINCIPAL AMOUNT:
$
CUSIP
KNOW ALL PERSOIVS 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 March 1
and September 1 of each year (each, an"Interest Payment Date"), commencing March 1, 2010, at
the rate per annum specified above (calculated on the basis of a 360-day yeaz of twelve 30-day
months) until the principal sum is paid or has been provided far. This Bond will beaz interest
from the most recent Interest Payment Date to which interest has been paid or, if no interest has
been paid, from the date of original issue hereo£ The principal of and premium, if any, on this
Bond are payable upon presentation and sunender hereof at the principal office of
, in ,
(the "Bond Registrar"), acting as paying agent, ar any successor paying
agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment
Aate 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 Regulaz Record
Date, and shall be payable to the person who is the Holder hereof at the close of business on a
date (the "Special Record Date") fixed by the Bond Reg}strar whenever money becomes
available for payment of the defaulted interest. Notice of the Special Record Date sha11 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.
2348410v3 1(�
09-539
1 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
2 THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
3 FOR ALL PURPOSES HAVE TI� SAME EFFECT AS IF SET FORTH HERE.
�
TI' IS HEREBY CER'T7FIED AND RECTI'ED....
5 IN WTINESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
6 its Ciry Council has caused this Bond to be executed on its behalf by the original or facsimile
7 signature of its Mayor, auested 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,
4 the official seal having been omitted as permitted by law.
10
Date of Registration:
Registrable by:
il
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BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
ResoluCion menrioned
within.
Bond Registrar
B
Authorized Signature
2348410v3
Payable at:
CTI'Y OF SAINT PAUL,
12AMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
�
04-539
ON REVERSE OF BOND
Date of Pavment Not Business Day.
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Optional Redemption. All Bonds of this issue (the "Bonds") maturing after
September 1, 2017, are subject to redemption and prepayment at the option of the Issuer on such
date and on any day thereafter at a price of paz plus accrued interest. Redemption may be in
whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds
remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as
the City shall deternune; and if only part of the Bonds having a common maturiry date are called
far prepaymert, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
Bonds or portions thereof called for redemption shall be due and payable on the redemption date,
and interest thereon sha11 cease to accrue from and after the redemption date.
Scheduled Mandatorv Redem�t�ion.
Notice of Redemption.
Selection of Bonds for Redem tion. 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 shail then select by lot, using such method of selection as it sha11 deem proper in
its discretion, from the numbers assigned to the Bonds, as many numbers as, at $S,OOQ for each
number, shali equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to wluch 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,Q00 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 Registraz (with, if the
Issuer or Bond Registru 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 shali
authenticate and deliver to the Hoider of such Bond, without service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any authorized
denomination or denominations, as requested by such Holder, in aggregate principal amount
equai to and in exchange for the unredeemed portion of the principal of the Bond so sunendered.
Issuance; Purpose; General Obli ation.
Denominations: Exchanee� Resolution. The Bonds aze issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fu11y registered Bonds of other authorized denominations in
equai aggregate principal amounts at the principal office of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registraz.
2348410v3
21
09-539
1 Transfer. This Bond is transferable by the Holder in person or by his, her or its
2 attorney duly authorized in writing at the principal office of the Bond Regisuaz upon
3 presentation and sunender hereof to the Bond Registraz, all subject to the terms and conditions
4 grovided in the Resolution and to reasonable regulations of the Issuer contained in any
5 agreement with, or notice to, the Bond Registraz. Thereupon the Issuer shall execute and the
6 Bond Registraz sha11 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 sunilar designation), of an authorized denomination or denominations, in aggregate principal
9 amount equal to the principal amount of this Bond, of the same maturity and beazing interest at
10 the same rate.
11 Fees upon Transfer or Loss.
12 Treatment of Registered Owner.
13 Authentication
14 Not Oualified TaY-Exem�t Obligations.
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16
17
ABBREVIATIONS
2348410d3 22
09-539
2
For value received, the undersigned hereby sells, assigns and transfers unto
ASSIGNMENT
� the within
4 Bond and does hereby irrevocably constitute and appoint
5 attomey to transfer the Bond on the books kept for the
6 registration thereof, with full power of substitution in the premises.
8
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11
Dated:
Notice:
The assignor's signature to this assignment must
correspond with the name as it appears upon the face of
the within Bond in every particulaz, withont alteration or
any change whatever.
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13
Signature Guaranteed:
14 Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
15 having a membership in one of the major stock exchanges or any other 'Biigible Guarantor
16 Institution" as defined in 17 CPR 240.17Ad-15(a)(2).
17 The Bond Registrar will not effect transfer of this Bond unless the information
18 concerning the transferee requested below is provided.
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Name and Address:
(Include information for all joint owners if the Bond is held
by joint account.)
234S410v3
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09-539
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10. Execution. The Bonds shall be executed on behalf of the City by the
signatures of its Mayor, Clerk and D'uector, 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 pernutted by law. In the event of disability or resignation or other absence of
any such officer, the Bonds may be signed by the manual or facsimile signature of that officer
who may act on behalf of such absent or disabled officer. In case any such officer whose
signature or facsimile of whose signature shall 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 Registration. No Bond shall be valid or obligatory
for any purpose or be entifled to any security or benefat 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 Bor.d 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 of registration in the space
provided the date on which the Bond is aathenticated. For purposes of delivering the original
Global Certificates to the Purchaser, the Bond Registraz shall insert as the date of registration the
date of original issue, which date is June 1, 2009. The Certificate of Authentication so executed
on each Bond shail be conclusive evidence that it has been authenticated and delivered under this
resolution.
24 12. Registration; Transfer; Exchange. The City will cause to be kept at the
25 principal office of the Bond Registraz a bond register in which, subject to such reasonable
26 regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the
27 registration of Bonds and the registration of transfers of Bonds entitled to be registered or
28 transferred as herein provided.
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A Global Certificate shall be registered in the name of the payee on the books of
the Bond Registrar by presenting the Globai 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
transfened by delivery with an assignment duly executed by the Holder or his, her or its legal
representative, and the City and Bond Registraz 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 for registration of transfer, accompanied by assurance of the nature
provided by law that the assignment is genuine and effective, and until such transfer is registered
on said books and noted thereon by the Bond Registrar, all subject to the terms and conditions
provided in this resolution and to reasonable regulations of the City contained in any agreement
with, or notice to, the Bond Registraz.
Transfer of a Global Certificate may, at the direction and expense of the Ciry, be
subject to other restrictions if required to qualify the Global Certificates as being "in registered
2348410v3 24
09-539
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 sha11 be so exchanged.
5 Upon surrender for transfer of any Replacement Bond at the principal office of
6 the Bond Registrar, the City shall execute (if necessazy), and the Bond Registraz shall
7 authenticate, insert the date of registration (as provided in pazagraph i l) 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 principai office of the Bond Registrar. Whenever any Replacement Bonds are
16 so sunendered for exchange, the City shall execute (if necessary), and the Bond Registraz 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.
2Q All Bonds surrendered upon any exchange or transfer provided for in this
21 resolution shall be promptly cancelled by the Bond Registraz and thereafter disposed of as
22 directed by the City.
23 All Bonds delivered in exchange for or upon transfer of Bonds shall be valid
24 general obligations of the City evidencing the same debt, and entitled to the same benefits under
25 this resolution, as the Bonds surrendered for such exchange or transfer.
26 Every Bond presented or surrendered 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 Registraz, 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 ta7c or
31 other govemmental chazge payable in connection with the transfer or exchange of any Bond and
32 any legal or unusual costs regarding transfers and lost Bonds.
33 Transfers shall also be subject to reasonabie regulations of the City contained in
34 any agreement with, or notice to, the Bond Registrar, including regulations which pernut the
35 Bond Registrar to close its transfer books between record dates and payment dates.
36 13. Riehts Upon Transfer or Exchan�e. Each Bond delivered upon transfer of
37 or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
38 unpaid, and to accrue, which were carried by such other Bond.
2348410v3 25
04-534
1 14. Interest Pavment; Record Date. Interest on any Global Certificate shall be
2 paid as provided in the first paragraph thereof, and interest on any Replacement Bond shall be
3 paid on each Tnterest 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 Registraz, and in each case at the address appearina thereon at the close of business on the
6 fifteenth (15th) day of the calendaz month preceding such Tnterest Payment Date (the "Regular
7 Record Date"). Any such interest not so timely paid shall cease to be payable to the person who
8 is the Holder thereof as of the Regulaz Record Date, and shall be payable to the person who is the
9 Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond
10 Registrar whenever money becomes available far paytnent of the defaulted interest. Notice of
11 the Special Record Data shall be given by the Bond Registraz to the Holders not less than ten
12 (10) days prior to the Special Record Date.
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15. Holders Treatment of Reeistered Owner; Consent of Holders.
A. For the purposes of all actions, consents and other matters affecting Holders of the
Bonds, other than payments, redemptions, and purchases, the City may (but shall not be
obiigated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the persor
in whose name the Bond is registered. Far that purpose, the City may ascertain the identity of
the beneficial owner of the Bond by such means as the Bond Registrar in its sole discret3on
deems appropriate, including but not limited to a certificate from the person in whose name the
Bond is registered identifying such beneficial owner.
21 B. The City and Bond Registrar may treat the person in whose name any Bond is
22 registered as the owner of such Bond for the purpose of receiving payment of principal of and
23 premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such
24 Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and
25 neither the City nor the Bond Registrar shall be affected by notice to the contrary.
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27
28
29
30
31
32
33
C. Any consent, request, direction, approval, objection or other instrument to be
signed and executed by the Holders may be in any number of concunent wriungs of similar tenor
and must be signed or executed by such Holders in person or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approval, objection or other
instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in
the following manner, shall be sufficient for any of the purposes of this resolution, and shall be
conclusive in favor of the City with regard to any action taken by it under such request or other
instrument, namely:
34 (1) The fact and date of the execution by any person of any such writing may
35 be proved by the certificate of any officer in any jurisdiction who by law has power to
36 take acknowledgments within such jurisdiction that the person signing such writing
37 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
40 ownership by any person of Bonds and the amounts and numbers of such Bonds, and the
41 date of the holding of the same, may be proved by reference to the bond register.
2348410v3 26
09-539
1 16. Deliverv: Apolication of Proceeds. The Global Certificates when so
2 prepared and executed shall be delivered by the Director, O�ce of Financial Services, to the
3 Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the
4 proper application thereof.
5 17. Fund and Account. There is hereby created a special account to be
6 designated the "Capital Improvement Bonds of 2009A Account" (the "Capital Account"). There
7 has been heretofore created and established the General Debt Service Fund (numbered 960,
8 herein the "Fund"). The Fund and Capital Account shall each be maintained in the manner
9 herein specified until all of the Bonds and the interest thereon have been fully paid.
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
(i) Capital Account. To the Capital Account there shall be credited
the proceeds of the sale of the Bonds, less accrued interest received thereon, and
less any amount paid for the Bonds in excess of $4,461,750. From the Capital
Account there shall be paid all costs and expenses of making the Improvements,
including the cost of any construction contracts heretofore let and all other costs
incurred and to be incurred of the kind authorized in Minnesota Statutes, Section
475.65 (including interest on the Bonds payable during the construction period);
and the moneys in the Capital Account shall be used for no other purpose except
as otherwise provided by law; provided that the proceeds of the Bonds may also
be used to the extent necessary to pay interest on the Bonds due prior to the
anticipated date of commencement of the collection of taxes levied herein; and
provided further that if upon completion of the Improvements there shall remain
any unexpended balance in the Capital Account, the balance may be transferred
by the Council to the fund af any other improvement instituted pursuant to Laws
of Minnesota for 1971, Chapter 773, as amended, or used foz any other purpose
permitted by law, or transfetted to the Fund. All earnings on the Capital Account
shall be transferred to the Fund, or may remain in the Capital Account.
(ii) Fund. There is hereby pledged and there shall be credited to the
Fund, to a special sinking fund account which is hereby created and established
therein for the payment of the Bonds: (a) all accrued interest received upon
delivery of the Bonds, (b) all funds paid for the Bonds in excess of $4,461,750;
(c) any collections of all taYes which are herein levied for the payment of the
Bonds and interest thereon as provided in pazagraph 18; (d) all funds remaining in
the Capital Account after completion of the Improvements and payment of the
costs thereof, not so transfened to the account of another improvement or used for
any other purpose pemutted by law; (e) all investment earnings on moneys held in
said special account in the Fund; and ( fl any and all other moneys which aze
properly available and aze appropriated by the governing body of the City to said
special account in the Fund.
39 Said special account created in the Fund shall be used solely to pay the principal and
40 interest and any premiums for redemption of the Bonds and any other bonds of the City
41 heretofore or hereafter issued by the City and made payabie fr4m said special account in the
42 Fund as provided by law, or to pay any rebate due to the United States. No portion of the
43 proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments
2348410v3 2-�
09-539
2
3
4
5
6
7
8
9
10
11
12
13
14
15
or to repiace funds which were used directly or indirecdy 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
$100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the
Capital Account or said special account in the Fund (or any other City 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 azbitrage 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 investrnents 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 Account or Fund
shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United
States or any agency or instrumentality thereof if and to the extent that such investment would
cause the Bonds to be"federally guaranteed" within the meaning of Section 149(b) of the federal
Internal Revenue Code of 1986, as amended (the "Code").
16 18. Ta:c L.evv; Coverage Test. To provide moneys for payment of the
17 principal and interest on the $onds there is hereby levied upon all of the tasable property in the
18 City a direct annual ad valorem talc which shail be spread upon the tas rolls and collected with
19 and as part of other general property tases in the City for the years and in the amounts as
20 follows:
Year of TaY
Lew
20�8*
2009
2010
2011
2012
2013
2014
2015
2016
2017
Year of Ta�
Collection
2009*
2010
2011
2012
2013
2014
2015
2016
2017
2018
21 % heretofore levied or provided from other available City funds
Amount
$301,01531*
582,093.75
577,946.25
578,943.75
574,533.75
569,040.94
570,832.50
565,976.25
560,805.00
564,729.38
22 The tas levies are such that if collected in full they, together with estimated
23 collecfions of any other revenues herein pledged for the payment of the Bonds, will produce at
24 least five percent (5%) in excess of the amount needed to meet when due the principal and
25 interest payments on the Bonds. The taY levies shall be urepealable so long as any of the Bonds
26 aze outstanding and unpaid, provided ttiat the City reserves the right and power to reduce the
27 levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61,
28 Subdivision 3.
2348410v3 28
r^
�
09-539
1 19. General Oblieation Pled�e. For the prompt and fu11 payment of the
2 pzincipal and interest on the Bonds, as the same respectively become due, the full faith, credit
3 and taxing powers of the City shall be and aze hereby irrevocably pledged. If the balance in the
4 Fund (as defined in paragraph 17 hereo� is ever insufficient to pay all principal and interest then
5 due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds
6 of the City which are available for such purpose, including the general fund of the City, and such
7 other funds may be reimbursed with or without interest from the Fund when a sufficient balance
8 is available therein.
4 20. Certificate of Re�istration. The Director, Office of Financial Services, is
10 hereby directed to file a certified copy of this resolution with the officer of Ramsey County,
11 Minnesota, performing the functions of the county auditor (the "County Auditor"), together with
12 such other information as the County Auditor shall require, and to obtain the County Auditor's
13 ceztificate that the Boads have been entered in the County Auditor's Bond Register, and that the
14 ta7c levy required by law has been made.
15 21. Records and Certificates. The officers of the City aze hereby authorized
16 and directed to prepare and furnish to the Purchaser, and to the attomeys approvang the legality
17 of the issuance of the Bonds, certified copies of all proceedings and recards of the Ciry relating
18 to the Bonds and to the financial condition and affairs of the City, and such other affidavits,
19 certificates and inPormation as are required to show the facts relating to the legality and
20 marketability of the Bonds as the same appear from the books and records under their custody
21 and cor.trol or as otherwise known to them, and a11 such certified copies, certificates and
22 affidavits, including any heretofore furnished, shall be deemed representations of the City as to
23 the facts recited therein.
24 22. Nepative Covenants as to Use of Proceeds and Improvements. The City
25 hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or
26 pernut them to be used, or to enter into any deferred payment arrangements for the cost of the
27 Improvements, in such a manner as to cause the Bonds to be "privata activity bonds" within the
28 meaning of Sections 1Q3 and 141 through 150 of the Code. The City reasonably expects that no
29 actions will be taken over the term of the Bonds that would cause them to be private activity
30 bonds, and the average term of the Bonds is not longer than reasonably necessazy for the
31 governmental purpose of the issue. The City hereby covenants not to use the proceeds of the
32 Bonds in such a manner as to cause the Bonds to be "hedge bonds" within the meaning of
33 Section 149(g) of the Code.
34 23. TaY-Exempt Status of the Bonds; Rebate; Elections. The City sha11
35 comply with requirements necessary under the Code to establish and maintain the exclusion from
36 gross income under SecUon 103 of the Code of the interest on the Bonds, including without
37 limitation requirements relating to temporary periods for investments, limitations on amounts
38 invested at a yield greater than the yield on the Bonds, and the rebate of excess investment
39 earnings to the United States.
40 The City expects that the two-yeaz expenditure exception to the rebate
41 requirements may apply to the construction proceeds of the Bonds.
234S410v3 29
09-539
1 If any elections aze available now or hereafter with respect to azbitrage or rebate
2 matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
3 Services, or any of them, aze hereby authorized and directed to make such elections as they deem
4 necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be,
5 and shall be deemed and treated as, elections of the City.
6 24. No Desianation of Oualified Tae-Exempt Obligations. The Bonds,
7 together with other obligations issued by the City in 2009, exceed in amount those which may be
8 qualified as "qualified tae-exempt obligations" within the meaning of Section 265(b)(3) of the
9 Code, and hence are not designated for such purpose.
10 25. I,etter of Representations. The Letter of Representations for the Bonds is
11 hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the
12 City and received and accepted by The Depository Trust Company. So long as The Depository
13 Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
14 City shall comply with the provisions of the I.etter of Representations, as it may be amended or
15 supplemented by the City from time to time with the agreement or consent of The Depository
16 Trust Company.
17 26. Neootlated 5ale. The City has retained Springsted Incoiporated as an
18 independent financial advisor, and the City has heretofore detemuned, and hereby determines, to
19 sell the Bonds by private negotiation, all as provided by Minnesota SCatutes, Section 475.60,
20 Subdivision 2(9).
21 27. Continuin� Disclosure. The City is an obligated person with respect to the
22 Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
23 promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
24 Securifies Exchange Act of 1934, as amended, and a Con6nuing Disclosure Undertaking (the
25 "Undertaking") hereinafter described, to:
26 A. Provide or cause to be provided to each nationally recognized municipal
27 securities information repository ('NRMSIR") and to the appropriate state information
28 depository ("SID"), if any, for the State of Minnesota, in each case as designated by the
29 Commission in accordance with the Rule, certain annual financial information and
30 operating data in accordance with the Undertaking. The City reserves the right to modify
31 from time to time the terms of the Undertaking as provided therein.
32 B. Provide or cause to be provided, in a Umely manner, to (i) each NRMSIR
33 or to the Municipal Securities Rulemaking Board ("MSRB") and (ii} the SID, notice of
34 the occurrence of certain material events with respect to the Bonds in accordance with the
35 Undertaking.
36 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
37 or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual
38 financial information with respect to the City described in the Undertaking.
39 The Ciry agrees that its covenants pursuant to the Rule set forth in this paragraph
40 27 and in the Undertaking aze intended to be for the benefit of the Hoiders of the Bonds and shall
29A
tn, ', ',!
1 be enforceable on behalf of such Holders; provided that the right to enforce the provisions of
2 these covenants shall be limited to a right to obtain specific enforcement of the City's obligations
3 under the covenants.
4 The Mayor and Director, Office of Financial Services, or any other officers of the
5 City authorized to act in their stead (the "Officers"), aze hereby authorized and directed to
6 execute on behalf of the City the Undertaking in substantially the form presented to the City
7 Council, subject to such modifications thereof or additions thereto as are (i) consistent with the
8 requirements under the Rule, (i) required by the Purchaser, and (iii) acceptable to the Officers.
9 28. Severabilitv. If any section, pazagraph or provision of tius resolution
10 shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of
ll such section, pazagraph or provision shall not affect any of the remaining provisions of this
12 resolution.
13 29. Headines. Headings in this resolution are induded for convenience of
14 reference only and are not a part hereof, and shall not limit or define the meaning of any
15 provision hereof.
Adoption Certified by Council Secretary
�
Approved
�
�
2348410v2 30
Adopted by Council: Date /. l,�G
Requested by Departmeut of:
IYtiA,KGtIt,t, S�YVt �!S
By:
3 �
�' � �
COMPLETTONS t1ND CONF012MING DETAILS —Agenda #24
FOR
\ GENERAL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 2009A
CF-09-539; GS 30'10379
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 resolurion to zead as it should with the completions and details provided
here directly or by reference to other materials before this Council. Spots in the resolution aze
noted in the second column. The third column is optional but may contain the completion or
note the specific source of the other materials.
SPOTS IN THE COMPLETION, DETAII.OR
COMPLETIONS AND DETAILS RESOLUTION SOURCE (OPTIONAL
1. Winnine Pronoser. Other materials before 3rd Whereas $MO Capital Mazkets
this Council indicate the winning ¶ 1
proposer, whose name shall be inserted in
the third whereas and in pazagraph 1.
2. Principal Amount, Other materials befoze Last Whereas No change
this Council indicate the principal amount ¶ 1
of the Bonds; the last whereas shall be Form of Bond $4,500,000
revised to conform, the second statement
of the principal amount in pazagraph 1
sha11 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 maierials before ¶ 1 $4,549,447.00
this Council indicate the proposed
purchase price and, if applicable, the
purchase price for a revised issue size.
The blanks in paragraph 1 shall be
compieted with purchase prices.
4. Term Bonds. Other materials before this ¶ 2 Term bonds as follows:
Council indicate whether there aze term ¶ 4
bonds. If not, no changes aze necessary. ¶ 7 3/1/2015 — 3/1/2016$720,000
If so, the maturity schedule in pazagraph 2 Form of Bond 9/1/2016 — 9/1/2017$745,000
shall be revised to conform, the schedule 311I2018 — 3/1/2019$780,000
of maturity dates for interest rates in
pazagraph 4 shall be revised to conform,
2349454v2
����
teat providing for scheduled mandatory
redemption shall be added as pazagraph
7(b) and draft pazagraphs (b) through (g)
shall be relettered, a sunilaz paragraph for
scheduled mandatory redemption shall be
added to the form of bond, and paragraph
7(a) and the form of bond shall be revised
to treat amounts scheduled for mandatory
redemption as an amount per mahuity.
5. Interest Rates. Other materials before this ¶ 4 See column 3 of attached
Council indicate the interest rates for the schedule on page A-1
maturity dates of the Bonds, and the
schedule in pazagraph 4 shall be Tme Interest Cost is 2.5797%
completed for the maturity dates
consistent with term bonds, if any, in
conformance therewith.
6. TaY Levies. A schedule of tax levies is � 18 See attached schedule on page
before this Council, and pazagraph 18 A-1
shall be completed in confortnance
therewith.
2349454v2
09-539
EXHIBIT A
$4,500,000
City of Saint Paul, Minnesota
General Obligation Capital Improvement Bonds
Series 2�09A
Post-Sale 7ax Levies
Date
03/01l20N
03/012012
03791/2013
03/01/2014
03/O1/2015
03f0112016
03lOt/2017
03/O7/2018
0310'f 120'19
Principal
200,000,00
445,000.00
450,000.00
asa,000.00
465,000.00
470,000.00
485,000.00
495,000.00
505,000.00
525,000.00
Coupon
2.900%
2.000%
2.000%
s.000��
2.250%
3.000%
3.000°!0
3.000%
3.250%
3250°!0
Interest
86,68125
109,375.00
100,425.00
91,375.D0
82,175.00
71,943.75
58,650.00
44,025.00
29,100.00
12,837
�686.587.50
Total P+I
286,68'125
554,375.00
550,425.00
551,375.00
547,175.00
541,943.75
543,650.00
539,025.00
534,100.00
537,837.50
105% Overlery Lery Amount Lery Year
301,0'15.35
582,093.75
577,946.25
578,94375
5�4,533.75
569,040.94
570,832.50
565,97625
560,805.00
564,729.38
301,015.31
582,093.75
577,94625
578,943.75
574,533.75
569,040.94
570,832.50
565,97625
560,805.00
564,�29.38
2008
2009
2010
2011
2012
2073
2D14
2015
2016
2017
2009AGOOB-fOSf.GGC / SPJG/EPURPJSC / 5/20/2009 / >025AM
Springsted
A-1
�
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
DepartmenNOffice/Council: Date Initiated:
uy-7.sy
� _Financial Services ,2_,�,,,, Green Sheet NO: 3470379
CoMactPerson & Phone: Deaartrnent S T on UDat
BobGeurs � 0 ;nanclalServ;ces �
266$837 1 mancial Services De eut Director � �
Assign 2 ' Attome ���
Must Be on Councii Agenda by (Date): Number 3 or's Office Ma or/Assistaot
20-MAY-09 for
Roufing 4 ouncil
Doa Type: RESOLUTtON W/$ Order 5 ' Clerk Ciri Clerk �
TRqNSACTION
E-Document Required: Y
Document Contact: Bob Geurs
ContactPhone: 266-8837
ToWI # of Signature Pages, (Clip All Lowtions for Signature)
Action Requested:
Accept proposal on the sale of approximately $4.SM General Obligation CIB Bonds, providing for their issuance and levying a tax
for the payment thereof.
Recommendations: Approve (A) or Reject (R): Personal Service Contracts Must Answer tM1e Following Questions:
Planning Commission 1, Has this person/firtn ever worked under a contract for this department?
CIB Committee Yes No
Civil Service Commission 2. Has this person/firtn ever been a city employee?
Yes No
3. Does this pewoNfirm possess a skill not normalfy possessed by any
current city employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet.
Inkiating Probtem, tss�es, Opportunity (WNO, What, When, Where, Why):
Approximately $4.5M CIB Bonds is a part of the Spring Bond sale.
AdvantageslfApproved:
CIB piojects will be financed by the Bond proceeds
���CE1VE�
Disadvantages If Approved: ��! 1 G �UU7
Noneknown o
�l AT7'ORN
DisadvaMages If Not Approved:
The Bonds will not be sold.
Total Amount of
Transaction: $4,500,000.00 CosURevenue Budgeted: Y
Funding Source: Activity Number:
Financial Information:
(Explain)
Mav 12. 2009 936 AM c�„o �