09-540CouncilFile# 09-540
GreenSheet# 3070380
RESOLUTION
Presented $y
Refeaed To
OF SAINT PAUL, MINNE50TA
� �S
Committee:
1 ACCEPTING PROPOSAL ON SALE OF APPROXIMATELY
2 $11,200,000 GENERAI.OBLIGATTON STREET IMPROVEMENT
3 SPECIAL ASSESSMENT BONDS, SERIES 2009B,
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 $11,20Q000 General Obligation Street Improvement
8 Special Assessment Bonds, Series 2009B (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 Piper .Taffray was found to be the most advantageous and
15 has recommended that said proposal be accepted; and
16 WF3EREAS, the proceeds of tkae 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 heretofare 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 deternuned that significant savings in transaction costs
24 will result from issuing bonds in "global book-entry form", by which bonds aze issued in
25 certificated form in lazge 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 parkicipating in the National System will do likewise (not as agents of
32 the City) if not the beneficial owners of the bonds; and
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1 WHEREAS, "Participants" means those financial institutions for whom the
2 Depository effects book-entry transfers and pledges of 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
ll maturity, each representing the entire principal amount of the Bonds due on a particular maturity
12 date (each a"Global Certificate"), which single certifacate per maturity may be transfened on the
13 City's bond register as required by the Uniform Commercial Code, but not exchanged far 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 ordinary bonds registered on tlie City's bond
18 register; and "Replacement Bonds" means the certificates representing the Bonds so
19 authenticated and delivered by the Bond Re�stxar pursuant to paragraphs 6 and 12 hereof; and
20 WHEREAS, "Holder" as used herein means the person in whose name a Bond is
21 registered on the registration books of the City maintained by the registrar appointed as provided
22 in paragraph 8(the "Bond Registrar"); and
23 WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
24 "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to
25 provide certain continuing disclosure with respect to the Bonds; and
26 WHEREAS, pnrsuant 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 advisar 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 increase or reduce the principal amount
34 of the Bonds from the proposed $11,200,000, and the City has determined to reduce the principal
35 amount of the Bonds to $10,225,000; the City has a use fox the proceeds received from the sale
36 of the Bonds despite the sale premium received with respect thereto:
37 NOW, THEREFORB, BE IT RESOLVED by the Council of the City of Saint
38 Paul, Minnesota, as follows:
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1. Acceptance of Pr000sal. The proposal of Piper Jaffray & Co. (the
"Purchaser") to purchase $ ll,200,000 General Obligation Street Improvement Special
Assessment Bonds, Series 2009B, of the Ciry (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 $12,150,411.40, 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 $10,225,000 for a purchase price of
$11,092,674.69, plus interest accrued to settlement, and the Bonds aze hereby awazded to the
Purchaser. The Director, Office of Financial Services, or her 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. T'he principal amount of the Bonds is $10,225,000.
12 2. Tifle; Original Issue Date; Denominations; Maturities. The Bonds shall be
13 tifled "General Obligation Street Improvement Special Assessment Bonds, Series 2009B", shall
14 be dated lune 1, 2009, as the date of original issue and shall be issued forthwith on or after such
15 date as fully registered bonds. The Bonds sha11 be numbered from R-1 upward. Global
16 Certificates shall each be in the denomination of the entire principal amount maturing on a single
17 date, or, if a portion of said principal amount is prepaid, said principal amount less the
18 prepayment. Replacement Bonds, if issued as provided in pazagraph 6, shall be in the
19 denomination of $5,000 each or in any integral multiple thereof of a single maturity. The Bonds
20 shall mature on May 1 and November i on the dates and in the amounts as follows:
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Date
May 1, 2010
November 1, 2010
May 1, 2011
November 1, 2011
May l, 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
May 1, 2019
November 1, 2014
Amount
$ 80,000
205,000
210,000
190,000
220,000
210,000
235,000
215,000
220,0�0
215,000
225,000
220,000
230,000
235,000
240,000
240,000
225,000
230,000
230,000
235,000
Date
May 1, 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 1, 2027
November 1, 2027
May 1, 2028
November 1, 2028
May 1, 2029
Amount
$250,000
240,000
245,000
27Q000
275,000
285,000
290,000
300,000
305,000
310,000
320,000
325,000
335,000
340,000
350,000
355,000
365,000
375,000
380,000
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T'he above maturity schedule differs from the schedule in the Terms of Proposal
as follows: reduced amounts on every date except May 1, 2010.
3. 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 pernutted by law. The total cost of the Improvements, which
shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at
least equal to the amount of the Bonds available for this purpose. Work on the Improvements
shall proceed with due diligence to completion.
9 4. Interest. The Bonds shall bear interest payabie 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 yeaz 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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15
16
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19
20
21
May 1, 2010
November 1, 2010
May 1, 2011
November 1, 2011
May 1, 2012
November l, 2012
May 1, 2013
November 1, 2013
May 1, 2014
November 1, 2014
May i, 2015
November 1, 2015
May 1, 2016
November 1, 2016
May 1, 2017
November 1, 2017
May 1, 2018
November 1, 2018
May 1, 2019
November 1, 2019
Interest Rate
3.00%
3.00
3.00
3.00
3.00
3.00
3.00
3.00
3.00
3.00
3.50
3.50
3.50
3.50
3.50
3.50
3.50
3.50
4.00
4.00
Maturitv Date
May 1, 2020
November l, 2020
May 1, 2021
November 1, 2021
May i, 2022
November 1, 2022
May 1, 2023
November 1, 2023
May 1, 2024
November 1, 2024
May 1, 2025
November 1, 2025
May 1, 2Q26
November 1, 2026
May 1, 2027
November 1, 2027
May i, 2028
November 1, 2028
May 1, 2029
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.�0
5.00
5.00
5.00
5.00
5.00
5.00
5. Description of the Global Certificates and Global Book-Entrv System.
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 ownerstup) 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 Global Certificates will be made to
4 the Bond Registraz 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 goveming it will receive and forcvard payments on behalf of the beneficial owners of
7 the Giobal 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 Hoider of a Global Certificate.
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6. Immobilization of Global Certificates by the Depositorv; Successor
Depository; Re�lacement Bonds. Pursuant to the request of the Purchaser to the Aepository,
which request is required by the Terms of Proposal, immediately upon the original delivery of
the Bonds the Purchaser will deposit the Giobal Certificates representing all of the Bonds with
the Depositary 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 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 immobilized from
circulation, except as provided below in this pazagraph and in paragraph 12.
Certificates evidencing the Bonds may not after their original delivery be
transferred 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"cleuing 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 5ection 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 deternunation by the Depository that the Bonds shall no longer be eligible for its
35 depository services or (b) a determinarion by the City that the Depository is no longer
36 abie 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
38 (iv) To those persons to whom transfer is requested in written transfer instructions
39 in the event that:
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1 (a) the Depository shall resign or discontinue its services for the Bonds
2 and the City is unable to locate a substitute depository within two (2) months
3 following the resignation or determination of non-eligibility, or
4 (b) upon a determination by the City in its sole discretion that (1) the
5 continuation of the book-entry system described herein, which precludes the
F issuance of certificates (other than Global Certificates) to any Holder other than
7 the Depository (or its nominee), might adversely affect the interest of the
g beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial
9 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 deternunation 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 conrlucted as provided in
13 paragraphs 9B and 12 hereof.
14 In the event of a succession of the Depository as may be authorized by this
15 paragraph, the Bond Registraz upon presentation of Global Certificates shall register their
16 transfer to the substitute or successor depository, and the substitute or successor depository sha11
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 or successor depository so agree, and a similar agreement may be entered into.
20 7. Redem tp ion.
21 (a) Optional Redemntion. All Bonds maturing after November 1, 2019, shall be
22 subject to redemption and prepayment at the option of the City on such date and on any day
23 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
24 Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
25 prepaid in such order of maturity and in such amount per maturity as the City shall deternune;
26 and if only part of the Bonds having a common maturity date are called for prepayment, the
27 Global Ceztificates may be prepaid in $5,000 increments of principal and, if applicable, the
28 specific Replacement Bonds to be prepaid shali 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 Registraz in exchange for a new Global Certificate authenticated by the
38 Bond Registrar, in proper principal amount. Such notation, if made by the Holder, sha11 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 amount of such Global Certificate outstanding, unless the Bond
2 Registraz has signed the appropriate column of the panel.
3 (e) Selection of Replacement Bonds. To effect a partial redemption of Replacemeni
4 Bonds having a common maturiry date, the Bond Registrar prior to giving notice of redemption
5 shall assign to each Repiacement 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 $5,040 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 numbers 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 Redem�tion 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
Regisuar so requires, a written instrument of transfer in form satisfactory to the City and Bond
Registraz 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 Registrar shall auihenticate 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, an aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
24 (g) Request for Redem tp ion. The Bond Registrar shall call Bonds for redemption and
25 payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) daps prior
26 to the redemption date of a request of the City, in written form if the Bond Registru is other than
27 a City officer. 5uch request shall specify the principal amount of Bonds to be called for
28 redemption and the redemption date.
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(h) Notice. Mailed notice of redemption sha11 be given to the paying agent (if other
than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds
for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give
written notice in the name of the City of its intention to redeem and pay such Bonds at the office
of the Bond Registraz. Notice of redemption shail be given by first class mail, postage prepaid,
mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
redeemed, at the address appearing in the Bond Register. All notices of redemption sha11 state:
(i)
�ll�
The redemption date;
The redemption price;
(iii) If less than all outstanding Bonds are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of the Bonds to
be redeemed;
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(iv) That on the redemption date, the redemption price will become due and
payable upon each such Bond, and that interest thereon shall cease to accrue from and
after said date; and
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).
(i) Notice to Depositorv. Notices to The Depository Tmst Company or its nominee shall
contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than the
Depository or its nominee, the Bond Registraz shall use its best efforts to deliver any such notice to the
Depository on the business day next preceding the date of mailing of such notice to a11 other Holders.
10 8. Bond Reeistrar. The Treasurer of the City is appointed to act as bond
ll registrar and transfer agent with respecf to the Bonds (the "Bond Registrar"), and shall do so
12 unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the City
13 and Bond Registru 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 Ciry and such successor Bond Registrar sha11 execute wtuch 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 or different terms and provisions as to the form of payment,
23 record date, notices and other matters as aze consistent with the I.etter of Representations and
24 approved by the City Attorney.
25 A. Global Certificates. The Global Certificates, together with the Boad
26 Registrar's Certificate of Authentication, the Certificate of Registration, the Register of Partial
27 Payments, the form of Assignment and the registration information thereon, shall be in
28 substantially the following form and may be typewritten rather than printed:
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INTEREST
RATE
REGISTERED OWNER:
1, 20_
10 PRINCIPAL AMOUNT:
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UNITED STAT'ES OF t1MERICA
STATE OF MINNESOTA
RAMSEY COLJNTY
CITY OF SAINT PAUL
5
GENERAL OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BOND, SERTES 2009B
MATURTI'Y
DATE
DATE OF
ORIGINAL ISSUE
CUSIP
June 1, 2009
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 certificaYe of
registraUon below, or registered assigns, in the manner hereinafter set forth, the principal amount
specified above, on the maturity date specifaed above, unless called for earlier redemption, and to
pay interest thereon semiannually on May 1 and Novembex 1 of each year (each, an "Interest
Payment Date"), commencing May 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 bear interest from the most recent Interest Payment Date to which
interest has been paid or, if no interest has been paid, from the date of original issue hereo£ The
principal of and premium, if any, on this Bond aze payable in same-day funds by 2:30 p.m.,
Eastern time, upon presentation and surrender hereof at the principal office of
in , Minnesota (the "Bond
Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer;
provided, however, that upon a partial redemption of this Bond which results in the stated
amount hereof being reduced, the Holder may in its discretion be paid without presentaUon of
this Bond, which payment shall be received no later than 2:30 p.m., Eastern time, and may make
a notation on the panel provided herein of such redemption, stating the amount so redeemed, or
may return the Bond to the Bond Registrar in exchange for a new Bond in the proper principal
amount. Such notation, if made by the Holder, shall be for reference only, and may not be relied
upon by any other person as being in any way determinative of the principal amount of this Bond
outstaading, 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 sazne-day fiunds by 2:30 p.m., Eastem
time, to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the
registration books of the Issuer maintained by the Bond Registrar and at the address appearing
thereon at the close of business on the fifteenth day of the calendaz month preceding such
Interest Payment Date (the "Regular Record Date"). Interest payments shall be received by the
Holder no later than 230 p.m., Eastern time; and principai and premium payments shail be
received by the Holder no later than 230 p.m., Eastem time, if the Bond is sunendered for
2348434v3 9
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payment enough in advance to pernut payment to be made by such time. Any interest not so
timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular
Record Date, and shall be payable to the person who is the Holder hereof at the close of business
on a date (the "Special Record Date") fuced by the Bond Registraz whenever money becomes
availabie for payment of the defaulted interest. Notice of the Special Record Date shali be gjven
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 aze payable in lawful money of the United States 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 aze authorized by law or 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 sha11 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 November 1, 2Q19, are subject to redemption and prepayment at the option of the Issuer on such
18 date and on any day thereafter at a price of par plus accrued interest. Redemption may be in
19 whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds
20 remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as
21 the City shall determine; and if only part of the Bonds having a common maturity date are called
22 for prepayment, this Bond may be prepaid in $5,000 increments of principal.
23 No Scheduled Mandatory Redem tion. There are no Term Bonds which are
24 subject to mandatory redemption and prepayment on scheduled dates.
25 Due Date. Bonds or portions thereof cailed for redemption shall be due and
26 payable on the redemption date, and interest thereon shall cease to accrue from and a$er the
27 redemption date.
28 Notice of Redemgtion. 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 Replacement or Notation of Bonds after Partial Redemution. 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 deternunative of the principal
39 amount of the Bond outstanding, unless the Bond Registraz has signed the appropriate column of
40 the panel. Otherwise, the Holder may sunender this Bond to the Bond Registrar (with, if the
41 Issuer oz Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
42 Issuer and Bond Registrar duly executed by the Aolder thereof or his, her or its attomey duly
2348434v3 1Q
09-540
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 chazge, a new Bond of the
3 satne series having the same stated maturity and interest rate and of the authorized denomination
4 in aggregate 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 $10,225,000, all of like date of original issue and tenor, except as to number,
8 maturity, interest rate, denominafion and redemption privilege, which Bond has been issued
9 pursuant to and in full confornuty 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 May 20, 2009 (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 Tssuer. This Bond constitutes a genecal obligation of the Issuer, and to
I S provide moneys for the prompt and fuil 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 aze 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
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 file in the principal office of the Bond Registraz.
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 foliowing
34 the resignation or deternunation of non-eligibility, or
35 (b) upon a deternunation by the Issuer in its sole discretion that (1) the
36 continuation of the book-entry system described in the Resolution, which preciudes the
37 issuance of certificates (other than Global Certificates) to any Holder other than the
38 pepository (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 abie to obtain certificated bonds.
2348434v3 1 j
09-540
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 transfened by delivery with an
5 assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
6 Bond Registraz may treat the Holder as the person exclusively entitled to exercise al1 the rights
7 and powers of an owner until this Bond is presented with such assignment 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 Internal Revenue Code of 1986, as amended.
15 Fees upon Transfer or Loss. The Sond Registraz may require payment of a sum
16 sufficient to cover any tax or other governmental chazge payable in connection with the transfer
17 or exchange of this Bond and any legal or unusual costs regazding transfers and lost Bonds.
18 Treatment of Re�istered Owner. The Issuer and Bond Registru 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 Authentication. This Bond shall not be valid or become obligatory for any
24 purpose or be entitled to any security unless the Certificate of Authentication hereon shal] have
25 been executed by the Bond Registrar.
26 Not Oualified TaY-Exempt Obii ations. 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 RECI'TED 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 regulaz and due form, time and manner as
33 requlred 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.
2348434v3 j2
09-540
1 IN WITNESS WHEREOF, the City of Saint Paui, Ramsey County, Minnesota, by
2 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 facsimile signature of its Mayor, attested by the photocopied facsimile
4 signature of its Clerk, and countersigned by the photocopied facsimile signature of its Director,
5 Office of Financial Serv7ces.
e
Date of Registration:
Registrable by:
�
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BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
'I`his Bond is one of the
Bonds described in the
Resolution mentioned
within.
Bond Registraz
Authorized Signature
(SEAL}
Payable at:
CTTY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
5ervices
General Obligation Street Improvement Special Assessment Bond, Series 2009B, No. R-_.
2348434v3
13
09-540
CERTIFICATE OF REGISTRATION
3 The transfer of ownership of the principal amount of ihe attached Bond may be made only by the
4 registered owner or his, her or its legal representative last noted below.
5
DATE OF
REGISTRATION
2348434v3
REGISTERED OWNBR
14
SIGNATURE OF
BOND REGISTRAR
09-540
REGISTER OF PART`IAL PAYMENTS
2 The principal atnount of the attached Bond has been prepaid on the dates and in the amounts
3 noted below:
Date Amount Bondholder Bond Reeistrar
�
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.
234S434v3 15
09-540
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of ttus Bond, shall
be construed as though they were written out in full according to applicable laws or regulations
T'EN COM - as tenants in common
TEN EN'P - as tenants by the entireties
JT T'EN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust)
under the
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbrevlations may also be used
though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby se11s, assigns and transfers unto
the attached
Bond and does hereby irrevocably constitute and appoint
attomey to transfer the Bond on the books kept for the registration
thereof, with full power of substitution in the premises.
Notice: The assignor's signature to thi s assignment must correspond
with the name as it appears upon the face of the attached
Bond in every particulaz, without alteration or any change
whatever.
Signature Guaranteed;
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other 'Bligible Guarantor
InsfiYution" as defined in 17 CFR 2G0.17Ad-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:
2348434v3
(Include information for all joint owners
if the Bond is held by joint account.)
16
\�y � �
1 B. ReDlacement Bonds. If the City has notified Holders that Replacement Bonds
2 have been made available as provided in paragraph 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 Registraz shall delivez a certificate in
5 the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global
6 Certificate shali not otherwise be required to exchange the Global Certificate for one or more
7 Replacement Bonds since the City recognizes that some beneficial owners may prefer the
8 convenience of the Depository's registered 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, the form of Assignment and the registration
11 information thereon, shall be in substantially the following form, with paragraphs identical to the
12 form of Global Certificate stated by heading or initial text only:
2348434v3 ].�]
\, ' , J
�
f�a
GENERAI.OBLIGATION STREET IMPROVEMENT
SPECLAL ASSE5SMENT BOND, SERIE5 2009B
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INTEREST
RA'I`E
REGISTERED OWNER:
PRINCIPAL AMOUNT:
KNOW ALL PER30NS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Minnesota (the "Issuer" or "Ciry"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above, or registered assigns, in the
manner hereinafrer 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 May 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 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 sunender 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 Registraz and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so umely
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 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 aze payable in lawful money of the United States of
America.
MATURTI'Y
DATE
1, 20_
DATE OF
ORIGINAL ISSUE
$
CUSIP
June 1, 2009
DOLLARS
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COLINTY
CITY QF SAINT PAUL
2348434v3 1 8
09-540
1 REFERENCE IS HEREBY MADE TO T'F� FUR'TI�R PROVISIONS OF
2 THIS BOND SET FORTH ON TF� REVERSE HEREOF, WHICH PROVISIONS SHALL
3 FOR ALL PURPOSES HAVE T�IE SAME EFFECT AS IF SET FORTH HERE.
m
TI' IS HEREBY CERTIF'IED AND RECTI'ED ....
5 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
6 its City CouncIl has caused this Bond to be executed on its behalf by the original or facsimile
7 sia ature 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 pernvtted by law.
10
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
Authorized Signature
2348434v3
Payable at:
CTTY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
19
09-540
ON REVERSE OF BOND
2 Date of Payment Not Business Dav.
3 Optional Redemption. All Bonds of this issue (the "Bonds") maturing after
4 November 1, 2019, aze subject to redemption and prepayment at the option of ihe Issuer on such
5 date and on any day thereafter at a price of par plus accrued interest. Redemption may be in
6 whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds
7 remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as
8 the City shall deternune (treating amounts scheduled for mandatory redemption as maturities);
9 and if only part of the Bonds having a common maturity date are calied for prepayment, the
10 specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
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No Scheduled Mandatorv Redemption.
Due Date.
I�3otice of Redemntion.
Selection of Bonds for Redem�tion. To effect a partial redemption of Bonds
having a common maturity date, the Bond Registrar shall assigp 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 selecUOn 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 egual the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a
Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
Issuer and Bond Registrar duly executed by the Holder thereof or his, her ar its attomey duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registraz sha11
authenticate and deliver to the Holder 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
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Oblisation.
Denominations; Exchange; Resolution. The Bonds aze issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond 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
Resolulion are on file in the principai office of the Bond Registrar.
2348434v3
20
09-540
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 Registrar upon
3 presentation and surtender hereof to the Bond Registraz, all subject to the terms and conditions
4 provided in the Resolution and to reasonable regulations of the Issuer contained in any
5 agreement 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 oz to "bearer" or
8 similaz designation), of an authorized denomination or denominations, in aggregate prancipal
9 amount equal to the principal amount of this Bond, of the same maturiry and bearing interest at
10 the same rate.
11 Fees upon Transfer or L,oss.
12 Treatment of Registered Owner.
13 Authentication
14 Not Oualified Ta7c-Exempt Obligations.
15
ABBREVIATIONS
zsasasa� 21
09-540
ASSIGNMENT
2
3
4
0
For value received, the undersigned hereby sells, assigns and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint attorney to
transfer the Bond on the books kept for the registration thereof, with full power of substitution in
the premises.
7 Dated:
8 Notice: The assignor's signature to this assignment must conespond with
g the name as it appears upon the face of the within Bond in every
10 particulaz, without alteration or any change whatever.
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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 24017Ad-15(a)(2).
The Bond Registraz wIll not effect transfer of this Bond unless the information
conceming the transferee requested below is provided.
Name and Address:
2348434v3
(Include information for all joint owners
if the Bond is held by joint account.)
22
09-540
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10. Execution. The Bonds shall be executed on behalf of the City by the
signatures of its Mayor, Clerk and Director, Office of Financial Services, each with the effect
noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that
the seal of the City may be a printed or photocopied facsimile; and provided further that any of
such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted
on the Bonds as pemutted by law. In the event of disability or resignation or other absence of
any such officer, the Bonds may be signed by the manual or facsimile signature of that officer
who may act on behalf of such absent or disabled officer. In case any such officer whose
signature or facsimile of whose signature shall appeaz 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 sha11 be valid or obligatory
for any purpose or be entitled to any security or benefit under this resolution unless a Certificate
of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been
duly executed by an authorized representative of the Bond 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 authenticated. For purposes of delivering the original
Global Certificates to the Purchaser, the Bond Registrar sha111nsert 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 sha11 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 Sond Registrar may prescribe, the Bond Registrar shall provide for the
27 registration of Bonds and the registration of transfers of Bonds entifled 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 Globai Certificate. Thereafter a Global Certificate may be
transferred by delivery with an assignment duly executed by the Holder or his, her or its legal
representative, and the City and Bond 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 the Resolution and to reasonable regulations of the City contained in any agreement
with, or notice to, the Bond Registrar.
Transfer of a Global Certificate may, at the direction and expense of the City, be
subject to other restrictions if required to qualify the Global Certificates as being "in tegistered
2348434v3 23
09-540
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 Registrar, the City shall execute (if necessary), and the Bond Registraz shall
7 authenticate, insert the date of registration (as provided in pazagraph 11) of, and deliver, in the
8 name of the designated transferee or transferees, one or more new Replacement Bonds of any
9 authorized denomination or denominations of a like aggzegate principai 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 aze
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
1 S Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
19 Global Certificates of smaller denominations.
20 All Bonds sunendered 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 sha11 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 sunendered 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.
3� Ti�e Bond Registrar may require payment of a sum sufficient to cover any tas or
31 other governmental charge payable in connection with the transfer or exchange of any Bond and
32 any legal or unusual costs regarding transfers and lost Bonds.
33 Transfers shall also be subject to reasonable 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. Ri he ts Upon Transfer or Exchange. 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.
2348434v3 2.4
09-540
0
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14. Interest Pavment; Record Date. Interest on any Global Certificate shall be
paid as provided in the first pazagraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to the person in whose name the
Bond is registered (the "Holder") on the registration books of the City maintained by the Bond
Registraz, and in each case at the address appearing thereon at the close of business on the
fifteenth (15th) day of the calendar month preceding such Interest Payment Date (the "Regular
Record Date"). Any such interest not so timely paid shall cease to be payable to the person who
is the Holder thereof as of the Regulaz Record Date, and shall be payable to the person who is the
Holder thereof at the close of business on a date (the "Speciai Record Date") fixed by the Bond
Registrar whenever money becomes available for payment of the defaulted interest. Notice of
the Special Record Date shail be given by the Bond Registrar to the Holders not less than ten
(10) days prior to the Special Record Date.
15. Holders; Treatment of Registered Owner• Consent of Holders.
14 A. For the purposes of all actions, cansents and other matters affecting Holders of the
15 Bonds, other than payments, zedemptions, and purchases, the City may (but shall not be
16 obligated to) ueat as the Holder of a Bond the beneficial owner of the Bond instead of the person
17 in whose name the Bond is registered. For that purpose, the City may ascertain the identity of
18 the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion
19 deems appropriate, including but not limited to a certificate from the person in whose name the
20 Bond is registered identifying such beneficial owner.
21 B. The City and Bond Registrar may treat the person in whose name any Bond is
22 registered as the owner of such Bond for the purpose of receiving payment of principal of and
23 premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such
24 Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and
25 neither the City nor the Bond Registraz shail be affected by notice to the contrary.
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C. Any consent, request, direction, approval, ohjection or other instrument to be
signed and executed by the Holders may be in any number of concurrent writings of similaz 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 foIlowing manner, sha11 be sufficient for any of the purposes of this Resolution and shall be
conclusive in favor of the City with regazd to any action taken by it under such request or other
instrument, namely:
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 officer in any jurisdiction who by law has power to take
36 acknowledgments within such jurisdiction that the person signing such wriring
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.
2348434v3 2$
09-540
1 16. Deliverv; Application of Proceeds. The Global Certificates when so
2 prepazed 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 designated the "2009
6 Capital Projects Pund" (numbered C-09, 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 o�cial 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
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
39
40
41
42
43
44
(i) Caoital Fund. To the Capital Fund there shall be credited the proceeds of
the sale of the Bonds,less accrued interest received on the Bonds, and less any amount
paid for the Bonds in excess of $ ll,088,000. From the Capital Fund there shall be paid
all costs and expenses of making the Improvements listed in paragraph 18, after they
have been ordered in accordance with the Charter of the City, including the cost of any
construction contracts heretofore let and all other costs incurred and to be incurred of the
kind authorized in Minnesota Statutes, Section 475.65 (including interest on the Bonds
payable during the construction period); and the moneys in the Capital Fund shall be used
far no other purpose except as otherwise provided by law; provided tl�at the proceeds of
the Bonds may also be used to the extent necessazy to pay interest on the Bonds due prior
to the anticipated date of commencement of the collection of ta7ces or special assessments
herein covenanted to be levied; and provided further that if upon completion of the
Improvements there shall remain any unexpended balance in the Capital Fund, the
balance may be transfened by the Council to the fund of any other improvement
instituted pursuant to the City's Charter or Minnesota Statutes, Chapter 429, or used to
pay the costs of any other purpose pernutted by law, or transferred to the Debt Service
Fund. All earnings on the Capital Fund shall be transferred to the Debt Service Fund, or
may be retained in the Capital Fund.
(ii) Debt Service Fund. There is hereby pledged and there shall be credited to
a special account relating to the Bonds in the Debt Service Fund: (a) coliections of
special assessments herein covenanted to be levied with respect to the Improvements; (b)
all accrued interest received upon delivery of the Bonds; (c) a11 funds paid far the Bonds
in excess of $11,088,000; (d) any collections of ail tases which are levied hexein, ox
wMch 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
remaining in the Capital Fund after compleUon of the Iznprovements 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 pernutted 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 sha11 be paid from
the Aebt Service Fund or any other special account therein, and the Bonds are hereby
2348434v3 2.(7
09-540
1 made payable from the Debt Service Fund and any other special accounts therein for this
2 purpose. Amounts drawn from the Debt Service Fund or any special account therein may
3 be repaid with or without interest when moneys sufficient for such repayment are
4 deposited in the special account relating to the Bonds in the Debt Service Fund.
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
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 investments or to replace funds which were used direcfly or
indirectly to acquire higher yielding investments, except (1} for a reasonable temporazy peziod
until such proceeds aze 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 Ciry 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 yieid 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 Aebt
Service Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured
by the United States or any agency or instrumentality thereof if and to the extent that such
investment would cause the Bonds to be "federally guaranteed" within the meaning of Section
149(b) of the federal Internal Revenae Code of 1986, as amended (the "Code").
26 18. Assessments; Coveraee Test. The City Council has heretofore
27 deternuned, and does hereby deternune, 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
31
32
33
34
35
36
37
38
39
40
41
42
43
44
It is hereby deternuned that no less than twenty percent (20%) of the cost to the
City of each Improvement financed hereunder within the meaning of Minnesota Statutes, Section
475.58, Subdivision 1(3), shall be paid by speciai assessments to be levied against every
assessable lot, piece and parcel of land benefited by the Improvements. The City hereby
covenants and agrees that it will let a11 consiruction contracts not heretofore let within one yeaz
after ordering each Improvement financed hereunder unless the resolution ordering the
Improvement specifies a different time limit for the letting of construction contracts and will do
and perform, as soon as they may be done, all acts and things necessary far the final and valid
levy of such special assessments, and in the event that any such assessment be at any time held
invalid with respect to any lot, piece or parcel of land due to any error, defect, or irregularity, in
any action or proceedings taken or to be taken by the City or trus Council or any of the City
officers or employees, either in the making of the assessments or in the performance of any
condition precedent thereto, the City and this Council will forthwith do all further acts and take
all further proceedings as may be required by law to make the assessments a valid and binding
lien upon such property.
234&134v3 2"]
09-540
1 The special assessments for the Improvements have not heretofore been
2 authorized, and accardingly, for putposes of Minnesota Statutes, Section 475.55, Subdivision 3,
3 the special assessments aze hereby authorized. Subject to such adjustznents as aze required by
4 conditions in existence at the time the assessmenu aze levied, the assessments ue hereby
5 authorized and it is hereby detemuned that the assessments shall be payable in equai,
6 consecutive, annual installments, with general tases for the yeazs shown below and with interest
7 on the declinina balance of all such assessments at a rate per annum of 5.43%.
Improvement
Desi2nation
Magnolia/Earl
Knapp/Raymond
CretinlGoodrich
SeventtJDouglas
Assessed
Amount
$1,374,590
428,285
713,966
499,575
Levv Years
Collection
Yeazs
�1Ciy]7:�11
$3,016,415
2009-2028
for all
2�1�-2029
for all
8 The special assessments for the Improvements shall be such that if collected in
9 full they, together with estimated collecrions of other revenues herein pledged for the payment of
10 the Bonds, wili produce at least five percent (5%) in excess of the amount needed to meet when
11 due the principal and interest payments on the Bonds in every year. At the time the assessments
12 for the Improvements are in fact levied the Ciry Council shall, based on the then-current
13 estimated collections of the assessments, make any adjustments in any ad valorem taxes required
14 to be levied in order to assure that the City continues to be in compiiance with Minnesota
15 Statutes, Section 475.61, Subdivision 1.
16 19. Appropriation. To the payment of debt service due on the Bonds on
17 November l, 2009, there is hereby appropriated $-0- from the City's fund balance.
18 20. Tas L,evy; Covera ee Test. If tases aze levied as provided in the final part
19 of pazagraph 18, the taY levies sha11 be inepealable so long as any of the Bonds are outstanding
20 and unpaid, provided that the City reserves the right and power to reduce the levies in the manner
21 and to the extent pernutted by Minnesota Statutes, Section 475.61, Subdivision 3.
22 To provide moneys for payment of the principal and interest on the Bonds when
23 due there is hereby levied upon all of the taacable property in the City a direct annual ad valorem
24 taY which shall be spread upon the taY rolls and collected with and as part of other general
25 property taxes in the City for the years and in the amounts as follows:
2348434v3 2$
��� .�
Yeaz of Tax
L.evv
Year of TaY
Collection
Amount
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
ao2s
$639,21634
642,968.96
672,631.16
654,177.11
651,866.81
652,811.51
668,390.59
646,484.65
630,471.85
644,042.80
625,825.00
668,718.20
677,354.09
684,414.99
684,782.13
688,955.53
691,553.92
692,57732
697,144.46
1 The taY levies are such that if collected in fuil 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%o) in excess of the amount needed to meet when due
4 the principal and interest payments on the Bonds. The tac levies shall be inepealable 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 pernutted by Minnesota Statutes,
7 Section 475.61, Subdivision 3.
8 21. General Obli�ation Pled�e. 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 tazing powers of the City shall be and aze hereby irrevocably pledged. If the balance in the
11 special account relating to the Bonds in the Debt Service Fund (as defined in paragraph 17
12 hereo� is ever insufficient to pay all principal and interest then due on the Bonds payable
13 therefrom, the deficiency sha11 be promptly paid out of any other funds of the City which aze
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 Aebt Service Fund relating to the Bonds when a sufficient
17 balance is available therein.
18 22. Certificate of Reaistration. 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, perfornung 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
23484#v3 2.9
09-540
1 certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the
2 taY levy required by law has been made.
3 23. Records and Certificates. The officers of the City are hereby authorized
4 and directed to prepaze and fumish to the Purchaser, and to the attomeys approving the legality
5 of the issuance of the Bonds, certified coples of ail 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 information as are required to show the facts relating to the legality and
8 marketability of the Bonds as the same appear from the books and records under their cusiody
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. Ney,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 pernut them to be used, or to enter into any deferred payment anangements for 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) of the Code.
22 25. Tu�-Exempt 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 investments, 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-yeaz expenditure exception to the rebate
29 requirements may appiy 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 Che 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 Desienation of Oualified Tas-Exempt Obli ations. The Bonds,
36 together with other obligations issued by the City in 2009, exceed in amount those which may be
37 qualified as "qualified tas-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 I.etter of Representations for the Bonds is
40 hereby confirmed to be the Blanket Issuer Letter of Representations dated May 10, 1996, by the
2348434v3 3�
09-540
1 City and received and accepted by The Depository Tmst Company. So long as The Depository
2 Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
3 City shall comply with the provisions of the L,etter of Representations, as it may be amended or
4 supplemented by the City from time to time with the ab eement or consent of The Depository
5 Trust Company.
b 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 negotiaUon, all as provided by Minnesota Statutes, Section 475.60,
9 Subdivision 2(9).
10 29. Continuina 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") hereinafrer described, to:
15 A. Provide or cause to be provided to each nationally recognized municipal
16 securities information repository ('NRMSIR") 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 with the Rule, certain annual financial information and
19 operating data in accordance with fhe 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 NRMSIR
22 or to the Municipal5ecurities Rulemaking Boazd ("MSRB") and (ii) 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 Cify described in the Undertaking.
28 The City agrees that its covenants pursuant to the Rule set forth in this pazagraph
29 29 and in the Undertaking aze intended to be for the benefit of the Holders of the Bonds and shall
30 be enforceable on behalf of such Hoiders; provided that the right to enforce the provisions of
31 these covenants shall be limited to a right to obtain speclfic enforcement of the City's obligations
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 modifications thereof or additions thereto as aze (i) consistent with the
37 requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers.
2348434v3 31
09-540
3Q. Severabilitv. If any section, pazagraph or provision of this resolution shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, pazagraph or provision shall not affect any of the remaining provisions of this resolution.
31. Headines. Headings in this resolution aze included for convenience of
reference only and are not a part hereof, and shall noi limit or define the meaning of any
provision hereof.
Requested by Department oE
Adopted by Council:
By:
Approved by the Office of Financial Services
By:
Form Approved by City Attorney
Adoption Certified by Council Secretary B
Approved by Mayor:
�
Approved by Mayor for Submission to Council
�
2348434v3 3'L
�II��17
Year of TaY
L,evv
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
Yeaz of Tar
Collection
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2o2z
2023
2Q24
2025
2026
2027
2028
Amount
$
9 2 .34
42 68.96
672.631.16
654.177.11
51 66. i
652 811.51
6 8 3 .59
46 484. 5
63 47 .85
4G 4•042. 0
625.825.00
66 718.20
677.354.09
846 .414. 9
6 4 782.13
6 8 9 5.53
6 1553 2
6 2 577 32
7144 46
1 The ta7c 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 tas levies shall be irrepealabie so long as
5 any of the Bonds aze outstanding and unpaid, provided that the City reserves the right and power
6 to reduce the levies in the manner and to the extent pernutted by Minnesota Statutes, Section
7 475.61, Subdivision 3.
9
10
11
12
13
14
15
16
17
21. General Obligation Pled¢e. For the prompt and full payment of the
principal and interest on the Bonds, as the same respectively become due, the full faith, credit
and taacing powers of the City shall be and are hereby irrevocably pledged. If the balance in the
special account relating to the Bonds in the Debt Service Fund (as defined in paragraph 17
hereofj is ever insufficient to pay all principal and interest then due on the Bonds payable
therefrom, the deficiency shall be promptly paid out of any other funds of the City which are
available for such purpose, including the general fund of the City and the Debt Service Fund and
the special accounts therein, and such other funds may be reimbursed with or without interest
from the special account in the Debt Service Fund relating to the Bonds when a sufficient
balance is available therein.
18 22. Certificate of Registration. 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, perfornung 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
�32348434vdoc
5/21/09 3Q
09-540
certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the
tas levy required by law has been made.
3 23. Records and Certificates. The officers of the City aze hereby authorized
4 and directed to prepare and furnish to the Purchaser, and to the attorneys 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 information as are required to show the facts relating to the legality and
8 marketability of the Bonds as the same appeaz 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 furnished, shall be deemed representations of the City as to
11 the facts recited therein.
12 24. , NeFative 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 defened payment arrangements for 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 Citq 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} of the Code.
22 25. Tas-Exempt Status of the Bonds; Rebate; Blections. 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 investments, 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 appiy to the construction proceeds of the Bonds.
30 If any elections are available now or herea8er 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, aze 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 Desienation of Oualified Taac-Exempt ObliQations. The Bonds,
36 together with other obligations issued by the City in 2009, 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 aze 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 L,etter of Representations dated May 10, 1996, by the
2�3234S434vdoc
5/21/09 31
09-540
City and received and accepted by The Depository Tmst Company. So long as The Depository
Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the
City shall comply with the provisions of the Letter of Representations, as it may be amended or
supplemented by the City from time to time with the ab eement or consent of The Depository
Trust Company.
b 28. Negotiated Sale. The City has retained Springsted Incorporated as an
7 independent financial advisor, and the City has heretofore determined, and hereby deternunes, to
8 sell the Bonds by private negotiation, all as provided by Minnesota Statutes, Section 475.6Q
9 Subdivision 2(9).
10 29. Continuing Disclosure. T'he 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 Comxnission (the "Commission") pursuant to the
13 Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
14 "Undertaking") hereinafter described, to:
15 A. Provide or cause to be provided to each nationally recognized munacipal
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 with the Rule, certain annual 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 Undertakir.g as provided therein.
21 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR
22 or to the Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of
23 the occunence 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 NRMSII2
26 or to the MSRB and (ii) the SID, notice of a fai]ure by the City to provide the annual
27 financial information with respect to the City described in the Undertaking.
2g 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 obligations
32 under the covenants.
33 The Mayor and Director, Office of Financial Services, or any other officers of the
34 Cityauthorized to act in their stead (the "Officers"), aze 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 modifications 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.
212348434vdoc
5/21/09 32
09-540
30. Severabilitv. If any section, pazaa aph or provision of this resolution shall
be held to be invalid or unenforceable for any reason, the invaiidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this resolution.
31. Headings. Headings in ttus resolution are included for convenience of
reference only and are not a par[ hereof, and shall not limit or define the meaning of any
provision hereof.
Requested by Department of:
Approved by the�ffice of Financial
�
Adopted by Council: Date �/�, s 7`O� %c/
Adoprion Certified by Council Secretary
By:
Approv y y r: Date SL �
BY� ����I.LGL�`�
�
2348434v2 32
09-540
COMPLETTONS AND CONFORMING DETAILS — Agenda #25
FOR
GENERAL OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BONDS, SERIES 2009B
CF 09-540: GS 3070380
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 resolufion to read as it should with the compiefions 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, DETAIL
COIvIpLETION5 AND DETAILS 12ESOLUTION OR SOURCE (OPTIOI�IAL)
1. Winnine Proposer. Other materiais before 3rd Whereas Piper 7affray
this Council indicate the winning proposer, �( 1
whose name shall be inserted ia the third
whereas and in paragraph 1.
2. Princinal Amount. Other materials before Last Whereas Paz amount changed to
this Council indicate the principal amount ¶ 1 $10,225,000
of the Bonds; the last whereas shall be Form of Bond
revised to conform, 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 necessazy.
3. Purchase Price. Other materials before this ¶ 1 $11,092,674.69
Council indicate the proposed purchase
price and, if appiicable, the purchase price
for a revised issue size. The blanks in
pazagraph 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, no changes aze necessary. If �?
so, pazagraph 7(a) and the form of bond Form of Bond
shall be revised to add a pazenthetical about
treating amounts scheduled for mandatory
redemption as maturities. If so, the maturity
schedule in pazagraph 2 shall be revased to
2349434v2
09-540
conform, the schedule of maturity dates for
interest rates in pazagraph 4 shall be revised
to conform, and teart shall be added in
pazagraph 7(b) and in the form of bond
providing for scheduled mandatory
redemption conformiug to the term bonds
and the scheduled mandatory redemption
dates and axnounts for the term bonds.
S. Interest Rates. Other materials before this ¶ 4 See column 3 of attached
Council indicate the interest rates for the scheduled on page A-1
maturity dates of the Bonds, and the
schedule in pazagraph 4 shall be compieted True Interest Cost is
for the maturity dates consistent with term 3.6806%
bonds, if any, in conformance therewith.
6. Special Assessment Interest Rate. Other ¶ 18 5.43%
materials before this Council indicate the
interest rate for the special assessments for
the improvements fmanced by the bonds,
which rate shall complete the blank in
paragraph 18.
7. Tax Levies. A schedule of taY levies is � 20 See attached schedule on
before this Council, and pazagraph 20 shall page A-1
be compieted in conformance therewith.
2349434v2
C�i' � �7
EXHIBIT A
10,225,000
City of Saint Paul, Minnesota
General Obligation Street Improvement Special Assessment Bonds
Series 20096
PostSale Tax Levies
Date
05/07/2010
05/07/2011
OS/O1l2012
OS/O1/2013
05/01/2074
05/05/2015
OS/01/2016
�5/�1/2017
OS/01/2018
OS/01/2079
05/07/2020
05/Ot/2021
OS/at/2022
05/01/2023
05J61J2024
05/01l2025
05/01/2026
05/01/2027
OS/D7/2028
OS/O7/2029
OS/Ot/20
7ofal
415,000.00
410,000.00
445,000.00
435,000.00
ano,000.00
450,000.00
475,000.60
465,000.00
460,000.00
485,000.00
485,000.0�
sns,000.ao
575,000.00
605,000.00
630,000.00
660 000.00
69�,000.00
720,000.00
755,000.00
3.000°!0
3.000%
3.000%
3.000 %
3.000%
3.SD0%
3.500 %
3.500°fo
3.500 %
4.000°h
5.000%
5.000%
5.00Oq
5.000%
5.000°l0
5.000 %
5.00�°(0
5.000 %
5.000%
5.000 %
IMerp�
402,347,92
433,450.00
421,225.00
408,625.00
395,200.00
382,150.00
367,200.00
351,587.50
334,475.00
316,375.00
30D,450.00
277,250 00
252,250.00
224,625.OD
195,SOD.00
165,000.00
133,125.�0
99,750.00
64,875.00
28,375.00
Totai P+i 105% Overlevy
482,347.52 Sa6,465.31
648,450.00 890,872.50
83'1,225.00 872,786.25
853,625.00 896,306.25
830,200.00 871,770.00
822,750.00 86325).50
817,200.00 858,060.00
826,187.50 887,498.88
799,475.00 839,448.75
778,375.00 817,293.75
785,450.00 824,722.50
762,250.00 800,362.50
797,250.00 837,112.50
799,625.00 839,60625
800,500.00 840,525.00
795,000.00 834,750.00
793,125.0� 832,78125
789.750.00 829,237.50
784,875.00 824,718.75
783,375.00 822,543.75
Assessments
754,M104.00
251,656.16
229,817.29
223,675.09
217,532.89
217,390.69
205,248.49
198,10629
192.964.10
186,821.90
180,679.70
174,537.50
168,394.30
162252.16
156,110.01
149,967.87
743,825.72
137,683.58
131,541.43
125,398.29
179257.14
LevyAmouM LeryYear
(247,638.69)
639,216.34
642,968.96
672.631.76
ssa,� n.� �
651,866.81
652,811.51
668,390.59
646,484.65
63�,471 85
644,042.80
625,825.00
668,718.20
677,354.09
684,474.99
684,782.13
688,955.53
691,553.92
692,5�7.32
697,144.46
(719,257.14)
20D6
2009
2010
2017
zoiz
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2�26
2027
2028
1 0D98GOSOeetlmpBarCr � ,pNLI£PUR/VSE � 5/?0/2Gb9 / IJ9PM
, Sprinqsted
2349434v2 A-1
09-540
EXHIBIT A
$3,016,415
City of Saint Paul, Minnesota
General Obligation Street Impro�ement Speaal Assessment Sonds, Series 20098
2Q09B Assessments
Assessment Schedule - Sl�mmary
Date P�incipal Goupon lnterest ToYei P+!
12/31/2009
12/3'I/2010
52137f201'1
12/3'I/2012
12/31f2013
12131/2D14
12/3'Il20t5
12/31/2016
12/31/2017
"1213'Il2018
17/31/2019
12/31l2020
1273'II2021
12/31/2022
12l31/2023
12/3'I/2024
t213112025
72/31/2026
t2/3'I/2027
1213112028
12/37l2029
SiGNIFICANT DATES
Date Filed ................
First Collection Year
Improvement
Designation
Magnolia/Ead
Knapp/Raymond
CretiNGoodrich
Seventh/Douglas
Total
754,104.00
113,'116.00
1�3,516.00
113,116.00
113,N6.00
1'13,116.00
tt3,'116.00
113,116.00
113,116.00
113,'116.00
113,N6.00
113,116.00
113,175.00
113,1t5.00
113,715.00
113,115.00
113,115.00
113,115.00
N3,N5.00
�53,155.00
113,115.00
Assessed
Amount
1,374,590
428.285
713,966
499,574
3,016,415
5.430 %
5.430%
5.430%
5.430%
5.430%
5.434°!0
5.430°k
5.430°h
5.430°Jo
5.430%
5.430°�
5.430%
5.430°l0
5.430%
5.430%
5.430°fo
5.430%
5.430%
5.430%
5.430%
Levy Years
2009-2028
for all
- 754,104.00
138,540.16 251,656.16
116,70'129 229,817.29
110,559.09 223,675.09
104,416.89 217,532.89
98,274.69 21'1,390.69
92,132.49 205,248.49
85,99029 199,106.29
79,848.10 192.964.10
73,705.90 186,821.90
67,563.70 180,679.70
61,421.50 174,537.50
55,279.30 '168,394.30
49,137.16 162,252.16
42,995.01 156,110.01
36,852.87 149,967.87
30,7�0.72 143,825.72
24,568.58 137,683.58
18,426.43 '131,541.43�'
12,284.29 125,399.29
6,142.14 119,257.14
,305,550.60 $4,321,965.60
........................................... 11/15/2009
........................................... 12/31/2009
Collection
Years
2010-2029
tor all
20098A.wvmvn6 ( )vucS ery ( 5/20/2009 / ]OSPM
Springsted
2349434v2 ,�-2
C�'�
� Green Sheet Green Sheet Green Sfieet Green Sheet Green Sheet Green Sheet �
09-540
Depariment�OqficelCouncil: Date fnfiated:
FS _Financial Services ,2_,,,,,,Y-09 Green Sheet NO: 3070380
Conpct Person & Phone• Deuarfinent S o erson UDate D
BOb Geurs a man� �m�
286-8837 1 manaalServices entDirector L
Assign 2 ' aodal Services ce ESnancial S ervices�U
Must Be on Council Agenda by (Date): Number 3 ' Aanrue v'� S 13 �i
20-MAY-09 Fw
Routing 4 or'sOffice Ma or/Assisfant
Doa 7ype: RESOLUTION W/$ Order 5 uncil GS Councit
TRAidSACT10N 6 ' Cterk City Clerk �
E-Document Required: N
Document Contact: Bob Geurs
ConWCt Phone: 266-8837
ToW I# of Signature Pages _(Clip All Locations for Signature)
Adion RequesMd:
Accept proposal on the sale of approximately $11.2M General Obligarion Sffeet Improvement Special Assessment Bonds, providing
for their issuance, and levying a tax for the payment thereof.
RecommendaGOns: Approve (A) or Reject (R): Personal Service Co�racts Must Answer the 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 person/firm possess a skill not normally possessed by any
current city employee?
Yes No
Explain all yes answers on separate sheet and attach to green sheet.
Initiating Problem, Issues, Opportunity (INho, What, When, Where, Why):
Slreet Assessment Bonds is part of the Spring Bond Sale.
AdvantageslEApp�oved:
S4eet Improvements will be financed by the bonds proceeds. ;;,� g���g��
&� �
Disadvantages lf Approved:
None known �@ � �
� �1�
DisadvaMages lf Not Approved:
The bonds will not be sold.
Totaf Amount of
Transactlon: $11,200,000.00 CostlRevenue Budgeted: Y
Fundirtg Source: Activity Number:
Financial Information:
(Euplain)