09-542SUBSTITL7TE
Council File # 09-542
Green Sheet # 3070381
CITY OF
Presented By
Refe�red To
RESOLUTION
PAUL, MINNESOTA
o� �
1 PROVIDING FOR Tf� ISSUANCE OF
2 $5,575,000 GENERAL OBLIGAT'ION PUBLIC SAFETY
3 BONDS, SERIES 2009D,
4 AND $9,275,000 TAXABLE GENERAL OBLIGATION
5 PUBLIC SAFETY BONDS, SERIES 2009E (BUILD
6 AMERICA BONDS — DII2ECT PAYMENT TO ISSUER)
7 AND LEVYING A TAX FOR'I'I� PAYMENT THEREOF
[FIRE STATION #1 AND #10 PKOJECT]
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WHEREAS, the Director, Office of Financial Services, has pursuant to a
resolution adopted May 6, 2009, negotiated with Piper Jaffray & Co. the sale of $5,575,000
General Obligation Public Safety Bonds, Series 2009D (the "Series 2009D Bonds"), and
$9,275,000 TaYable General Obligation Public Safety Bonds, Series 2009E (Build America
Bonds — Direct Payment to Issuer) (the "Series 2009E Bonds", together with the Series 2009D
Bonds the "Bonds"), of the City of Saint Paul, Minnesota (the "City"), and signed a Bond
Purchase Agreement dated May 19, 2009, with respect thereto; and
16 WHEREAS, the Series 2009D Bonds represent maturities where talc-exempt
17 bonds were more cost effective, and the Series 2009E Bonds represent maturities where ta7cable
18 bonds were more cost effective after netting out the refundable 35% tas credits to be received by
19 the City with respect to tasable Build America Bonds; and
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WHEREAS, Build America Bonds are authorized by the American Recovery and
Reinvestment Tas Act of 2009, enacted in February, 2009; and
WHEREAS, the proceeds of the Bonds will finance the acquisition and
betterment of facilities to replace Fire Station #1 and Fire Station #10, and to provide
headquarters for fire department administration, in the City (the "Improvements"), for which the
Ciry is proceeding pursuant to MinnesoYa Statutes, Section 475.521, with any excess to be used
for any other purpose pernutted by law; and
27 WFIEREAS, the Bonds are issued in accordance with a capital improvement plan
28 adopted pursuant to Minnesota Statutes, Section 475.521, after hearings held on January 2, 2008,
29 and on January 7, 2009, on the plan and on the intention to issue bonds pursuant thereto after
30 published notice thereof; and
31 WHEREAS, the Bonds are the third issued by the City pursuant to Minnesota
32 Statutes, Section 475.521, and do not exceed the limitations on amount set forth in 5ubdivision 4
33 thereof; and
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WI�REAS, the City has heretofore issued registered obligations in certificated
form, and incurs substantial costs associated with their printing and issuance, and substantial
continuing transaction costs relating to their payment, transfer and exchange; acad
4 WHEREAS, the City has deternuned that significant savings in transaction costs
5 wIll result from issuing bonds in "global book-entry form", by which bonds are issued in
6 certificated form in large denominations, registered on the books of the City in the name of a
7 depository or its nominee, and held in safekeeping and immobilized by such depository, and such
8 depository as part of the computerized national securities clearance and settlement system (the
9 'National System") registers transfers of ownership interests in the bonds by making
10 computerized book entries on its own books and distributes payments on the bonds to its
ll Participants shown on its books as the owners of such interests; and such Participants and other
12 banks, brokers and dealers participating in the National System will do likewise (not as agents of
13 the City) if not the beneficial owners of the bonds; and
14 WHEREAS, "Participants" means those financial institutions for whom the
15 Depository effects book-entry transfers and pledges of securities deposited and immobilized with
16 the Depository; and
17 WHEREAS, The Depository Trust Companp, a limited purpose trust company
18 organized under the laws of the State of New York, or any of its successors or successors to its
19 functions hereunder (the "Depository"), will act as such depository with respect to the Bonds
20 except as set forth below, and the City has heretofore delivered a letter of representations (the
21 "L,etter of Representations") setting forth vazious matters relating fo the Depository and its role
22 with respect to the Bonds; and
23 WHEREAS, the City will deliver the Bonds in the farm of one certificate per
24 maturity per series, each representing the entire principal amount of a seraes of the Bonds due on
25 a particular maturity date (each a"Global Certificate"), which single certificate per maturity may
26 be transferred on the City's bond register as required by the Uniform Commercial Code, but not
27 exchanged for smaller denominations unless the City determines to issue Replacement Bonds as
28 provided below; and
29 WHEREAS, the City will be able to replace the Depository or under certain
30 circumstances to abandon the "global book-entry form° by pernutting the Global Certificates to
31 be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond
32 register; and "Replacement Bonds" means the certificates representing the Bonds so
33 authenticated and delivered by the Bond Registrar pursuant to paragraphs 9 and 18 hereof; and
34 WHEREAS, "Holder" as used herein means the person in whose name a Bond is
35 registered on the registration books of the City maintained by the registrar appointed as provided
36 in paragraph 13 (the "Bond Registrar"); and
37 WHEREAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits
38 "participating underwriters" from purchasing or selling the Bonds unless the City undertakes to
39 provide certain continuing disclosure with respect to the Bonds; and
40 WHEREAS, pursuant to Minnesota Statutes, Secrion 475.60, Subdivision 2(9),
41 public sale requirements do not apply to the Bonds if the City retains an independent financial
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advisor and deternunes to sell the $onds by private negotiation, and the City has retained
Springsted Incorporated and negotiated the sale of the Bonds with Piper Jaffray & Co.:
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint
Paul, Minnesota, as follows:
1. Ratification of Sale. The agreement of Piper Jaffray & Ca (the
"Purchaser") to purchase $5,575,000 General Obligation Public Safety Bonds, Series 2009D (the
"Series 2009D Bonds"), of the City, and $9,275,000 TaYabie General Obligation Public Safety
Bonds, Series 2009E (Build America Bonds — Direct Payment to Issuer) (the °Series 2009E
Bonds", together with the Series 2009D Bonds the "Bonds", or individually a"Bond"), in
accordance with the Bond Purchase Agreement dated May 19, 2009, at the rates of interest set
forth hereinafrer, and to pay for the Series 2009D Bonds the sum of $5,752,450.44 and for the
Series 2009E Bonds the sum of $9,240,682.50, is hereby ratified and confirmed.
2. Series 2009D Bonds: Title; Orieinal Issue Date; Denominations�
Maturities. The Series 2009D Bonds shall be titled "General Obligation Public Safety Bonds,
Series 2009D", shall be dated their date of delivery as the date of original issue and shall be
issued forthwith as fully registered bonds. The Series 2009D Bonds shall be numbered from R-1
upward. Global Certificates of the Series 2009D Bonds shall each be in the denomination of the
entire grincipal amount maturing on a single date, or, if a portion of said principal amount is
prepaid, said principal amount less the prepayment. Replacement Bonds, if issued as provided in
paragraph 9, shall be in the denomination of $5,000 each or in any integral multiple ihereof of a
single maturity. The Series 2009D Bonds shall mature on June 1 and December 1 on the dates
and in the amounts as £ollows:
Date
7une 1, 2010
December l, 2010
June 1, 2011
December 1, 2011
June 1,2012
December 1, 2012
3nne l, 2013
December 1, 2013
7une 1, 2014
December 1, 2014
June 1,2015
December 1, 2015
Amount
$195,000
195,000
200,000
205,000
205,000
210,000
215,000
215,000
220,000
220,000
225,000
230,000
Date
June 1, 2016
December 1, 201b
June 1, 2017
December 1, 2017
June 1, 2Q18
Decembex 1, 2018
June 1, 2019
December l, 2019
June 1, 2020
December 1, 2020
June 1, 2021
December 1, 2021
Amount
$230,000
235,000
240,000
245,000
245,000
250,000
255,000
260,000
265,000
270,000
27Q000
275,000
3. Series 2009E Bonds: Title; Original Issue Date: Denominations�
Maturities. The Series 2009E Bonds shall be titled "Tasable Generai Obligation Public Safety
Bonds, Series 2009E (Build America Bonds — Direct Payment to Issuer)", shall be dated their
date of delivery as the date of original issue and shall be issued forthwith as fully regjstered
bonds. The Series 2009E Bonds shail be numbered from R-1 upward. Global Certificates of the
Series 2009E Bonds shall each be in the denomination of the entire principal amount maturing
on a single date, or, if a portion of said principal amount is prepaid, said principal amount less
the prepayment. Replacement Bonds, if issued as provided in paragraph 9, shall be in the
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denomination of $5,000 each or in any integral multiple thereof of a single maturity. The Series
2009E Bonds shall mature on December 1 on the dates and in the amounts as foliows:
Date Amount
December 1, 2024 $1,755,060
December l, 2029 3,405,000
December 1, 2034 4,115,000
4. Series 2009E Bonds: Elections for Build America Bonds• Findines. The
City hereby makes an inevocable election to have Section 54AA of the Code apply to the Series
2009E Bonds, in order to designate the Series 2009E Bonds as Build America Bonds pursuant to
Section 54AA(d)(1)(C) of the Code. The City hereby makes an irrevocable election to have
Subsection 54AA(g) of the Code apply to the Series 20Q9E Sonds, in order to designate the
Series 2009E Bonds as qualified bonds pursuant to Section 54AA(g)(2}(B} of the Code.
In support of such elections, it is hereby found, deternuned and declared that:
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A. the Series 2009 Bonds aze not private activity bonds and the interest on the
Series 2009E Bonds would (but for this election) be excludable from gross income under
Section 103 of ttie Code;
B. the Series 2009E Bonds are issued before January 1, 2011;
C. the issue price of the Series 2009E Bonds does not have more than a de
minimis amount of premium over the stated principal amount of the 5eries 2009E Bonds;
and
D. 100% of the available project proceeds of the Series 2009E Bonds, there
being no reasonably required reserve therefor, are to be used for capital expenditures
which are not working capital expenditures.
5. Pumose. The Bonds shall provide funds for the acquisition and betterment
of capitat improvements in the City's 2009 "Minnesota Statutes 475.521 Special Purpose Plan" in
its capital improvement budgeY, specifically facilities to replace Fire Station #1 and Fire Statlon
#10, and to provide headquarters for fire departrnent administration, in the City (the
"Improvements"). The proceeds of the Bonds shall be deposited and used as provided in
pazagraph 23, and any excess moneys 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. Wark on
the Improvements sha11 proceed with due diligence to completion.
29 6. Interest on Series 2004D Bands. The Series 2009D Bonds shall bear
30 interest payable semiannually on 3une 1 and December 1 of each year (each, an"Interest
31 Payment Date"), commencing December 1, 2009, calculated on the basis of a 360-day yeaz of
32 twelve 30-day months, at the respecuve rates per annum set forth opposite the maturity dates as
33 follows:
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Maturitv Date
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June 1, 2010
December 1, 2010
June 1, 2011
December 1, 2011
June 1, 2012
December i, 2012
June 1, 2013
December 1, 2013
June 1, 2014
December 1, 2014
June 1, 2015
December 1, 2015
Interest Rate
3.000%
3.000
3.000
3.000
3.000
3.000
3.000
3.000
3.000
3.000
3.000
3.000
Maturitv Date
June l, 2016
December 1, 2016
7une l, 2017
December 1, 2017
June 1, 2018
December 1, 2018
June 1, 2019
December l, 2019
June 1, 2020
December 1, 2020
7une l, 2021
December 1, 2021
Interest Rate
3.000%
3.000
3.000
3.000
3.000
3.000
3.500
3.500
3.500
3.500
3.500
3.500
7. Interest on Series 2009E Bonds. The Series 20�9E Bonds shall bear
interest payable semiannually on June 1 and December 1 of each yeaz (each, an"Interest
Payment Date"), commencing December 1, 2009, calculated on the basis of a 360-day year of
twelve 30-day months, at the respective rates per annum set forth opposite the maturiry dates as
follows:
Maturitv Date Interest Rate
December 1, 2024 5.336%
December 1, 2029 5.832
December 1, 2034 6.032
8. Description of the Global Certificates and Global Book-Entry Svstem.
Upon their original issuance the Bonds will be issued in the form of a single Giobal Certificate
for each maturity, deposited with the Depository or its agent by the Purchaser and immobilized
as provided in paragraph 9. No beneficial owners of interests in the Bonds will receive
certificates representing their respective interests in the Bonds except as provided in paragraph 9.
Except as so provided, during the term of the Bonds, beneficial ownership (and subsequent
transfers of bene�cial ownership) of interests in the Global Certificates will be reflected by book
entries made on the records of the Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's book entries of bene�cial
ownership interests are authorized to be in increments of $5,000 of principal of the Bonds but
not smaller increments, despite the larger authorized denominations of the Global Certificates.
Payment of principal of, premium, if any, and interest on the Global Certificates will be made to
the Bond Registrar as paying agent, and in turn by the Bond Registraz to the Depository or its
nominee as registered owner of the Global Certificates, and the Depository according to the laws
and rules governing it will receive and forwazd payments on behalf of the beneficial owners of
the Global Certificates.
22 Payment of principal of, premium, if any, and interest on a Global Certificate may in the
23 City's discretion be made by such other method of transferring funds as may be requested by the
24 Aoider of a Global Certificate.
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1 9. Immobilization of Global Certificates bv the Depositorv Successor
2 Depositorv; Reolacement Bonds. Pursuant to the request of the Purchaser to the Depository,
3 immediately upon the original delivery of the Bonds the Purchaser will deposit the Global
4 Certificates representing all of the Bonds with the Depository or its agent. The Global
5 Certificates shall be in typewritten form or otherwise as acceptable to the Depository, shall be
6 registered in the name of the Depository or its nominee and shall be held immobilized from
7 circulation at the offices of the Depository or its agent on behalf of the Purchaser and subsequent
8 bondowners. The Depository or its nominee will be the sole holder of record of the Global
9 Certificates and no investor or other party purchasing, selling or otherwise transfemng
10 ownership of interests in any Bond is to receive, hold or deliver any bond ceftificates so long as
11 the Depository holds the Global Certificates immobilized from circulation, except as provided
12 below in this pazagraph and in paragraph 18.
13 Certificates evidencing the Bonds may not after their original delivery be transferred or
14 exchanged except:
15 (i) Upon registration of transfer of ownership of a Global Certificate, as
16 provided in paragraph 18,
17 (ii) To any successor of the Depository (o� its nominee) or any substitute
18 depository (a "substitute depository") designated pursuant to clause (iii) of this
19 subparagraph, provided that any successor of the Depository or any substitute depository
20 must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial
21 Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
22 agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
23 (iii) To a substitute depository designated by and acceptable to the City upon
24 (a) the determination by the Depository that the Bonds shall no longer be eligible for its
25 depository services or (b) a deterinination by the City that the Depository is no longex
26 able to cury out its functions, provided that any substitute depository must be qualified to
27 act as such, as provided in clause (ii) of this subparagraph, or
28 (iv) To those pexsons to whom transfer is requested in written transfer
29 instructions in the event that:
30 (a) the Depository shall tesign or discontinue its services for the
31 Bonds and the City is unable to locate a substitute depository within two (2)
32 months following the resignation or detemunation of non-eligibility, or
33 (b) upon a determinarion by the City in its sole discretion that (1) the
34 continuation of the book-entry system described herein, which precludes the
35 issuance of certificates (other than Global Certificates) to any Holder other than
36 the Depository (or its nominee), might adversely affect the interest of the
37 beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial
38 owners of the Bonds that they be able to obtain ceftificated bonds,
39 in either of which events the City shall notify Holders of its determination and of the
40 availabiliry of certificates (the "Replacement Bonds") to Holders requesting the same and
41 the registration, transfer and exchange of such Bonds will be conducted as provided in
42 paragraphs 14B, 15B and 18 hereof.
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1 In the event of a succession of the Depository as may be authorized by this
2 paragraph, the Bond Registrar upon presentation of Global Certificates shall register their
3 transfer to the substitute or successor depository, and the substitute or successor depository shall
4 be treated as the Depository for all puiposes and functions under this resolution. The Letter of
5 Representations shall not apply to a substitute or successor depository unless the City and the
6 substitute or successor depository so ab ee, and a similar agreement may be entered into.
7 10. Series 2009D Bonds: Redem�tion.
8 (a) Optional Redemption: Due Date. All Series 2009D Bonds maturing after June 1,
9 2019, shall be subject to redemption and prepayment at the option of the City on such date and
10 on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in
11 part of the Bonds subject to prepayment. If redemption is in part, those Series 2009D Bonds
12 remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as
13 the City shall deternune; and if only part of the Series 2009D Bonds having a common maturity
14 date aze called foc prepayment, the Global Certificates may be prepaid in $5,000 increments of
15 principal and, if applicable, the specific Replacement Bonds to be prepaid shall be chosen by lot
16 by the Bond Registrar. Series 2009D Bonds or portions thereof called for redemption shall be
17 due and payable on the redemption date, and interest thereon shall cease to accrue from and afrer
18 the redemption date.
19 (b) No Scheduled Mandatory Redemption. None of the Series 2009D Bonds are
20 subject to scheduled mandatory redemption and prepayment prior to their maturity.
21 11. Series 2009E Bonds: Redemption.
22 (a) Optional Redemntion; Due Date. All Series 2009E Bonds maturing after June 1,
23 2019, shall be subject to redemption and prepayment at the option of the City on such date and
24 on any day thereafter at a price of par plus accnxed interest. Redemption may be in whole or in
25 part of the Bonds subject to prepayment. If redemption is in part, those Series 2009E Bonds
26 remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as
27 the City shall determine (treating amounts scheduled for mandatory redemption as maturities);
28 and if only part of the Series 2009E Bonds having a common maturity date are called for
29 prepayment, the Global Certificates may be prepaid in $5,000 increments of principal and, if
30 applicable, the specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond
31 Registraz. Series 2009E Bonds or portions thereof called for redemption sha11 be due and
32 payable on the redemption date, and interest thereon shall cease to accrue from and after the
33 redemption date.
34 (b) Scheduled Mandato� Redemntion. Term Bonds of the Series 2009E Bonds
35 maturing on December 1, 2024, are subject to redemption and prepayment at a price of par plus
36 accrued interest, without premium, on the dates and in the amounts set forth below:
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Date
June 1, 2022
December 1, 2022
June 1, 2023
December 1, 2023
June 1, 2024
December 1, 2024
Amount
$280,000
285,000
290,000
295,000
300,000
305,000 (Maturity)
Term Bonds of the Series 2006E Bonds maturing on December 1, 2024, aze subject to
redemption and prepayment at a price of par plus accrued interest, without premium, on the dates
and in the amounts set forth below:
Date Amount
June 1, 2025 $340,000
December 1, 2025 320,000
7une 1, 2026 325,000
December 1, 2026 330,000
June 1, 2027 335,000
December 1, 2027 345,000
June 1, 2028 350,000
December 1, 2028 355,000
June 1, 2029 365,000
December 1, 2029 370,000 (Maturity)
4 Term Bonds of the Series 2009E Bonds maturing on December 1, 2034, are subject to
5 redemption and prepayment at a price of par plus accrued interest, without premium, on the dates
6 and in the amounts set forth below:
Date Amount
June 1, 2030 $375,000
December 1, 2030 385,QOQ
June 1, 2031 390,000
December 1, 2031 400,000
June l, 2032 405,000
December 1, 2032 415,000
June 1, 2033 425,000
December 1, 2033 430,000
June 1, 2Q34 44Q000
December 1, 2034 450,000 (Maturity)
12. Additional Redemption Provisions.
8 (a) Notation on Global Certificate. I3pon a reduction in the aggregate principal
9 amount of a Globai Certificate, the Holder may make a notation of such redemption on the panel
10 provided on the Global Certificate stating the amount so redeemed, or may return the Global
ll Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the
12 Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for
13 reference only, and may not be relied upon by any other person as being in any way
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detemunative of the principal amount of such Global Certificate outstanding, unless the Bond
Registraz has signed the appropriate column of the panel.
3 (b) Selection of Replacement Bonds. To effect a partial redemption of Replacement
4 Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption
5 shall assign to each Replacement Bond having a coznmon maturity date a distinctive number for
6 each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then
7 select by lot, using such method of selection as it shall deem proper in its discretion, from the
8 numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each
9 number, shall equal the principal amount of such Replacement Bonds to be redeemed. The
10 Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned
11 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.
14 (c) Partial Redemption of Replacement Bonds. If a Replacement Bond is to be
15 redeemed only in part, it sha11 be surrendered to the Bond Registraz (with, if the City or Bond
16 Registraz so requires, a written instrument of transfer in form satisfactory to the City and Bond
17 Registrar duly executed by the Holder thereof or his, her or its attorney duly authoriZed in
18 wriring) and the City shall execute (if necessary) and the Bond Registraz shall authenticate and
19 deliver to the Holder of such Replacement Bond, without service charge, a new Replacement
20 Bond or Bonds of the same series having the same stated maturity and interest rate and of any
21 authorized denomination or denominations, as requested by such Holder, in aggregate principal
22 amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
23 surrendered.
24 (d) 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) days prior
26 to the redemption date of a request of the City, in written form if the Bond Registrar is other than
27 a City officer. Such request shall specify the principal amount of Bonds to be called for
28 redemption and the redemption date.
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(e} Notice. M231ed notice of redemption shall be given to the paying agent (if other
than a City officez) and to each affected Holder. If and when the City sha11 call any of the Bonds
for redemption and payment prior to the stated maturity thereof, the Bond Registraz shall give
written notice in the name of the City of its intention to redeem and pay such Bonds at the office
of the Bond Registrar. Notice'of redemption shall be given by first class mail, postage prepaid,
mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be
redeemed, at the address appearing in the Bond Register. All notices of redemption sha11 state:
(i)
(ii)
The redemption date;
The redemption price;
(iii) If less than all outstanding Bonds are to be redeemed, the identification
(and, in the case of parkial redemption, the respective principal amounts) of the Bonds to
be redeemed;
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1 (iv) That on the redemption date, the redemption price will become due and
2 payable upon each such Bond, and that interest thereon shall cease to accrue from and
3 after said date; and
4 (v) The place where such Bonds aze to be surrendered for payment of the
5 redemption price (which shall be the office of the Bond Registrar).
6 ( fl Notice to Depositorv. Notices to The Depository Trust Company or its nominee
7 sha11 contain the CUSIP numbers of the Bonds. ff there aze any Holders of the Bonds other than
8 the Depository or its nominee, the Bond Registraz shall use its best efforts to deliver any such
9 notice to the Depository on the business day next preceding the date of mailing of such notice to
10 a11 other Holders.
11 13. Bond ReQistrar. The Treasurer of the City is appointed to act as bond
12 registrar and transfer agent with respect to the Bonds (the "Bond Registraz"), and shall do so
13 unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the
14 City and Bond Registrar shall execute which is consistent herewith. A successor Bond Registrar
15 shall be an officer of the City or a bank or trust company eligible for designation as bond
16 registrar pursuant to Minnesota Statutes, Chapter 475, and may be appointed pursuant to any
17 contract the City and such successor Bond Registraz shall execute which is consistent herewith.
18 The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is
19 duly appointed. Principal and interest on the Bonds shall be paid to the Holders (or record
20 holders) of the Bonds in the manner set forth in the forms of Bond and pazagraph 20 of this
21 resolution.
22 14. Forms of Series 2009D Bond. The Series 2009D Bonds shall be in the
23 form of Global Certificates unless and until Replacement Bonds are made available as provided
24 in pazagraph 9. Each form of bond may contain such additional or different terms and provisions
25 as to the form of payment, record date, notices and other matters as are consistent with the Letter
26 of Representations and approved by the City Attorney.
27 A. Global Certificates. The Global Certificates of the Series 2009D Bonds, together
2$ with the Bond Registrar's Certificate of Authentication, Certificate of Registration, the Register
29 of Partial Payments, the form of Assignment and the registration information thereon, shall be in
30 substantially the following form and may be typewritten rather than printed:
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L7NPI'ED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
4 CI'I`Y OF SAINT PAUL
5 R-
6 GENERAI.OBLIGATION PUBLIC SAFETY
7 BOND, SERIES 20Q9D
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISStIE
1, 20_ June 2, 2009
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9 REGISTERED OWNER:
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40
41
$
CUSIP
PRINCIPAL AMOCJNT: DOLLARS
KNOW ALL PERSONS BY THESE PRESENT5 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 on the certificate of
registration below, or registered assigns, in the manner hereinafter set forth, the principal amount
specified above, on the maturity date specified above, unless called for earlier redemption, and to
pay interest thereon semiannually on 7nne 1 and December 1 of each yeaz (each, an"Interest
Payment Date"), commencing December 1, 2009, at the rate per annum specified above
(calculated on the basis of a 360-day yeaz of twelve 30-day months) until the principal sum is
paid or has been provlded 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 are payable in same-
day funds by 2:30 p.m., Eastem time, upon presentation and sunender hereof at the principal
office of in , Minnesota (the "Bond Registrar"), acting as
paying agent, or any successor paying agent duly appointed by the Issuer; provided, however,
that upon a partial redemption of this Bond which results in the stated amount hereof being
reduced, the Aolder may in its discretion be paid without presentaGon 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 provaded herein of such redemption, stating the amount so redeemed, or may return the
Bond to the Bond Registrar in exchange for a new Bond in the proper principal amount. Such
notation, if made by the Holder, shall be for reference only, and may not be relied upon by any
other person as being in any way determinative of the principal amount of this Bond outstanding,
unless the Bond Registrar has signed the appropriate column of the panel. Interest on this Bond
will be paid on each Interest Payment Date in same-day funds by 2:30 p.m., Eastern time, to the
person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the address appeazing thereon at the
close of business on the fifteenth day of the calendar month preceding such Interest Payment
Date (the "Regular Record Date"). Interest payments shali be received by the Holder no later
than 2:30 p.m., Eastern time; and principal and premium payments shall be received by the
Holder no later than 2:30 p.m., Eastern time, if the Bond is surrendered for payment enough in
advance to permit payment to be made by such time. Any interest not so timely paid sha11 cease
to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be
234S283v3 1 1
09-542
1 payable to the person who is the Holder hereof at the close of business on a date (the "Special
2 Record Date") fixed by the Bond Registru whenever money becomes available for payment of
3 the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less
4 than ten days prior to the Special Record Date. The principal of and premium, if any, and
5 interest on this Sond aze payable in lawful money of the United States of America.
6 Date of Payment Not Business Dav. If the date for payment of the principal of,
7 premium, if any, or interest on this Bond shall be a Saturday, Sunday,legal holiday or a day on
8 which banking institutions in the City of New York, New York, or the city where the principal
9 office of the Bond Registrar is located are authorized by law or executive order to close, then the
10 date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
11 holiday or a day on which such banking institutions aze authorized to close, and payment on such
12 date shall have the same force and effect as if made on the nominal date of payment.
13 Redemption. All Bonds of this issue (the "Bonds") maturing after June 1, 2019,
14 are subject to redempUOn and prepayment at the option of the Issuer on such date and on any day
15 thereafCer at a price of par plus accrued interest. Redemption may be in whole or in part of the
16 Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
17 prepaid in such order of maturity and in such amount per maturity as the City shall determine;
18 and if only part of the Bonds having a common maturity date are called for prepayment, this
19 Bond may be prepaid in $5,000 increments of principal. Bonds or porCions thereof called for
20 redemption shall be due and payable on the redemption date, and interest thereon shall cease to
21 accrue from and after the redemption date.
22 No Scheduled Mandatorv Redem t�ion. The Bonds are not subject to scheduled
23 mandatory redemption and prepayment prior to their maturity.
24 Notice of Redemntion. Mailed notice of redemption shall be given to the paying
25 agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
26 the Bonds are called for redemption, written notice thereof will be given by first class mail
27 mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
28 redeemed. In connection with any such notice, the "CUSIE'" numbers assigned to the Bonds
29 shall be used.
30 Replacement or Notation of Bonds after Partial RedempUon. Upon a partial
31 redemption of this Bond which results in the stated amount hereof being reduced, the Holder
32 may in its discretion make a notation on the panel provided herein of such redemption, stating
33 the amount so redeemed. Such notation, if made by the Holder, shall be for reference only, and
34 may not be relied upon by any other person as being in any way determinative of the principal
35 amount of the Bond outstanding, unless the Bond Registraz has signed the appropriate column of
36 the panel. Otherwise, the Holder may sunender this Bond to the Bond Registrar (with, if the
37 Issuer ar Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
38 Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly
39 authorized in writing) and the Issuer sha11 execute (if necessary) and the Bond Registrar shall
40 authenticate and deliver to the Holder of such Bond, without service charge, a new Bond of the
41 same series having the same stated maturity and interest rate and of the authorized denomination
42 in aggregate principal amount equal to and in exchange for the unredeemed portion of the
43 principal of the Bond so surrendered.
23A8283v3 IZ
09-542
4
0
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Issuance; Purpose; General ObliQation. This Bond is one of an issue in the total
principal amount of $5,575,000, a11 of like date of originat issue and tenor, except as to number,
maturity, interest rate, denomination, and redemption pzivilege, which Bond has been issued
pursuant to and in full confornuty with the Constitution and laws of the State of Minnesota,
including particularly Minnesota Statutes, Section 475.521, as amended, and the Charter of the
Issuer, and pursuant to resolutions adopted by the City Councii of the Issuer on May 6, 2009, and
May 20, 2009 (the "Resolutions"), for the purpose of providing money to finance the acquisition
and betterment of facilities to replace Fire Station #1 and Fire Stauon #1Q and to provide
headquar[ers for fire department administration, in the City. This Band is payable out of the
General Debt Service Fund of the Tssuer. This Bond constitutes a general obligation of the
Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
and interest when the same become due, the full faith and credit and tasing powers of the Issuer
have been and aze hereby irrevocably pledged.
Denominations: Exchanee; 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 is prepaid, said principal amount less the
prepayment. Global Certificates aze not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Replacement Bonds, if made available as provided below, are issuable solely as
fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
26 Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event
27 that:
28 (a) the Depository shall resign or discontinue its services for the Bonds, and
29 only if the Issuer is unable to locate a substitute depository within two (2) months
30 following the resignation or deternunation of non-eligibility, or
31 (b) upon a detennination by the Issuer in its sole discretion that (1) the
32 continuation of the book-entry system descxibed in the Resolution, which precludes the
33 issuance of certificates (other than Global Certificates) to any Holder other than the
34 Depository (or its nominee), might adversely affect the interest of the beneficial owners
35 of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that
36 they be able to obtain certificated bonds.
37
38
39
40
41
42
43
44
45
Transfer. This Bond shall be registered in the name of the payee on the books of
the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his,
her or its name and note the date of registration opposite the name of the payee in the certificate
of registrafion attached hereto. Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and
Bond Registrar may treat the Holder as the person exclusively enlitled to exercise all the rights
and powers of an owner until this Bond is presented with such assignment for registration of
transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
and effective, and until such transfer is registered on said books and noted hereon by the Bond
2348283v3 1 3
09-542
1 Registrar, all subject to the terms and conditions provided in the Resolutions and to reasonable
2 regulations of the Issuer contained in any agreement with, or notice to, the Bond Registraz.
3 Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other
4 restrictions if required to qualify this Bond as being "in registered form° within the meaning of
5 Section 149(a) of the federal Internal Revenue Code of 1486, as amended.
6 Fees upon Transfer or L,oss. The Bond Registrar may require payment of a sum
7 sufficient to cover any taY or other governmental chazge payable in connection with the transfer
8 or exchange of this Bond and any leaal or unusual costs regazding transfers and lost Bonds.
9 Treatment of Re.gistered Owner. The Issuer and Bond Reaistrar may treat the
10 person in whose name this Bond is registered as the owner hereof for the putpose of receiving
ll payment as herein provided (except as otherwise provided with respect to the Record Date) and
12 for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the
13 Bond Registrar shall be affected by notice to the contrary.
14 Authentication. This Bond shall not be valid or become obligatory for any
15 purpose or be entitled to any security unless the Certificate of Authentication hereon shall have
16 been executed by the Bond Registrar.
17 Not Qualified Tac-Exemot Oblieations. The Bonds have not been designated by
18 the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal
19 Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
20 TT IS HEREBY CERT`IFIED AND RECITED that a11 acts, conditions and things
21 required by tt�e Constitution and laws of the State of Minnesota and the Charter of the Issuer to
22 be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
23 done, have happened and have been performed, in regular and due form, time and manner as
24 required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
25 date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
26 dces not exceed any constitutional or statutory or Charter limitation of indebtedness.
27 IN WIT`NESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
28 its City Council has caused this Bond to be sealed with its officiai seal and to be executed on its
29 behaif by the photocopied facsimile signature of its Mayor, attested by the photocopied facsimile
30 signature of its Clerk, and countersigned by the photocopied facsimile signature of its Director,
31 Office of Financial Services.
2348283v3 14
09-542
1
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Date of Registration:
BOND REGISTRAR'S
CER'I`iFICATE OF
ALITHENTICATION
This Bond is one of the
Bonds described in the
Resolutions mentioned
within.
Bond Registraz
Authorized Signature
(SEAL)
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COIJNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Public Safety Bond, Series 2009D, No. R-_.
2348283v3
15
09-542
CERTIFICATE OF REGISTRATION
3 The transfer of ownership of the principal amount of the attached Bond may be made only by the
4 registered owner or his, her or its legal representative last noted below.
DATE OF SIGNATLTRE OF
3ISTRATIOI3 REGISTERED OWNER BOND REGISTRAR
zsaszas�s 16
09-542
REGISTER OF PARTIAL PAYMENTS
3 The principal amount of the attached Bond has been prepaid on the dates and in the amounts
4 noted below:
Date Amount Bondholder Bond Registrar
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 presentauon of the attached Bond to the Bond Registrar, and
7 a Holder could fail to note the partial payment here.
2348283v3 17
49-542
ABBREVIATIONS
4
5
Fl
9 (Cust)
10 underthe
11
12
13
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21
22
23
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27
2$
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31
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33
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35
36
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or reb lations:
TEN COM - as tenants in common
'I'EN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as wstodian for
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
_ _ _ the attached
Bond and does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the
registration thereof, with full power of substltution in the premises.
Dated:
Notice:
Signature Guaranteed:
The assignor's signature to this assignment must
conespond with the name as it appears upon the face of
the, attached Bond in every particulaz, without alteration
or any change whatever,
Signature(s) must be guaranteed by a naUonal bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guazantor
Institufion" as defined in 17 CFR 240.17Ad-15(a)(2)•
The Bond Registraz will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for ail joint owners if the Bond is held
by joint account.)
2348283v3
18
l' � � .
2 B. ReDlacement Bonds. If the City has notified Holders that Replacement Bonds
3 have been made available as provided in pazagraph 9, then for every Series 2009D Sond
4 thereafter transfened or exchanged (including an exchange to reflect the partial prepayment of a
5 Global Certificate not previously exchanged for Replacement Bonds) the Bond Regjstrar shall
6 deliver a certificate in the form of the Replacement Bond rather than the Globat Certificate, but
7 the Holder of a Global Certificate shatl not otherwise be required to exchange the Global
8 Certificate for one or more Replacement Bonds since the City recognizes that some beneficial
9 owners may prefer the convenience of the Depository's registered ownership of the Bonds even
10 though the entire issue is no longer required to be in global book-entry form. The Replacement
11 Bonds o£ the Series 2009D Bonds, together with the Bond Registrar's Certificate of
12 Authentication, the form of Assignment and the registration information thereon, shall be in
13 substantially the following form, with paragraphs identical to the form of Global Certificate
14 stated by heading or initial text only:
2348283v3 I9
09-542
0
Q
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CTI'Y OF SAINT PAUL
GENERAL OBLIGATION PUBLIC SAFETY
7 BOND, SERIES 2004D
INTEREST MATURTTY DATE OF
RATE DATE ORIGINAL IS5UE
1, 20_ June 2, 2009
8
9 REGISTERED QWNER:
10 PRINCIPAL AMOUNT:
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DOLLARS
$
CUSIP
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above, or registered assigns, in the
manner hereinafter set forth, the principal amount specified above, on the maturity date specified
above, unless called for earlier redemption, and to pay interest thereon semiannually on June 1
and December 1 of each year (each, an"Interest Payment Date"), commencing December 1,
2004, 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 anterest has been paid or, if no
interest has been paid, from the date of original issue hereo£ The principal of and premium, if
any, on this Bond are payable upon presentation and sunender hereof at the principal office of
, in ,
(the "Bond Registrar"), acting as paying agent, or any successor paying
agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment
Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder"
or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely
paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record
Date, and shall be payable to the person who is the Holder hereof at the close of business on a
date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the Special Record Date shall be given
to Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States of
America.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
T`HIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
2348?%3v3 2.�
04-542
1
IT IS HEREBY CERTIF�TED AND RECTTED....
2 IN WITNESS W HEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
3 its City Council has caused this Bond to be executed on its behalf by the original or facsimile
4 signature of its Mayor, at[ested by the original or facsimile signature of its Clerk, and
5 countersigned by the original or facsimile signature of its Director, Office of Financial Services,
6 the official seal having been omitted as permitted by law.
7
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
Resolutions mentioned
within.
Bond Registraz
Authorized Signature
2348283v3
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City C1erk
Countersigned:
AirecCOr, Office of Financial
Services
21
09-542
ON REVERSE OF BOND
Date of Pavment Not Business Day.
3 Redemption. All Bonds of this issue (the "Bonds") maturing after June 1, 2019,
4 aze subject to redemption and prepayment at the option of the Issuer on such date and on any day
5 thereafter at a price of paz plus accrued interest. Redemption may be in whole or in part of the
6 Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
7 prepaid in such order of maturity and in such amount per maturity as the City shall detertnine;
8 and if only part of the Bonds having a common maturity date are called for prepayment, the
9 specific Bonds to be prepaid shall be chosen by lot by the Bond Registraz. Bonds or portions
10 thereof called for redemption shall be due and payable on the redemption date, and interest
11 thereon shall cease to accrue from and after the redemption date.
12
13
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No Scheduled Mandatorv Redemption.
Notice of Redemption.
Selection of Bonds for Redemution. To effect a partial redemption of Bonds
having a common maturity date, the Bond Registraz sha11 assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. 'I`he 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 sunendered to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attomey duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
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 inierest rate and of any authorized
denomination or denozninations, 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 Obligation.
Denominations; Exchange; Resolution. The Bonds are issuable solely as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registered Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registraz, 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 Registrar.
39 Transfer. This Bond is transferable by the Holder in person or by his, her or its
40 attorney duly authorized in writing at the principal office of the Bond Registrar upon
41 presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions
2348283v3 22,
09-542
provided in the Resolutions and to reasonable regulations of the Issuer contai ned in any
agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the
Bond Registraz shall authenticate and deliver, in exchange for this Bond, one or more new fully
registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or
similar designauon), of an authorized denomination or denominations, in aggregate principal
aznount equal to the principal amount of this Bond, of the same maturity and bearing interest at
the same rate.
Fees upon Transfer or I.oss.
Treatment of Re�istered Owner.
10 Authentication
11 Not Qualified Ta�c-Exemot Obli�ations.
12
13
14
ABBREVIATION5
2348283v3 23
09-542
i ASSIGNMENT
2 For value received, the undersia ed hereby sells, assigps and transfers unto
3 the within
4 Bond and does hereby irrevocably constitute and appoint
5 attomey to transfer the Bond on the books kept for the
6 registration thereof, with full power of substitution in the premises.
7 Dated:
8 Notice: The assignor's signature to this assignment must
9 correspond with the name as it appears upon the face of
10 the within Bond in every particular, without alteration or
i l any change whatever.
12 Signature Guazanteed:
13
14 Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
15 having a membership in one of the major stock exchanges or any other "Eligible Guazantor
16 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
17 The Bond Registrar will not effect transfer of this Bond unless the information
18 concerning the transferee requested below is provided.
19 Name and Address:
20
21
22
23
(Include information for all joint owners if the Bond is held
by joint account.)
2348283v3 ZQ�
09-542
15. Forms of Series 2009E Bond. The Series 2009E Bonds shall be in the
form of Global Certificates unless and until Replacement Bonds are made available as provided
in pazagraph 9. Each form of bond may contain such additionai or different terms and provisions
as to the form of payment, record date, notices and other matters as aze consistent with the Letter
of Representations and approved by the City Attomey.
6 A. Global Certificates. The Global Certificates of the Series 2009E Bonds, together
7 with the Bond Reaistrar's Certificate of Authentication, Certificate of Registration, the Register
8 of Partial Payments, the form of Assignment and the registration information thereon, shall be in
9 substantially the following form and may be typewritten rather than printed:
?348283v3 ZS
09-542
0
LTNTTED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
�
TAXABLE GENERAL OBLIGATION PUBLIC SAFETY
�
7 BOND, SERiES 2009E
8 (BUILD AMERICA BONDS — DIRECT PAYMENT TO ISSUER)
INTEREST MAT`[7RTI'Y DATE OP
RATE DATE ORIGIlVAL ISSUE CUSIP
1, 20_ June 2, 2009
10
11
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REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul,
Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above or on the certificate of
registration below, or registered assigns, in the manner hereinafrer set forth, the principal amount
specified above, on the maturity date specified above, unless called for eazlier redemption, and to
pay interest thereon semiannually on June 1 and December 1 of each yeaz (each, an "Interest
Payment Date"), commencing December l, 2009, 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 sunender hereof at the principal
office of in , Minnesota (the "Bond Registrar"), acting as
paying agent, or any successor paying agent duly appointed by the Issuer; provided, however,
that upon a partiat redemption of this Bond which results in the stated amount hereof being
reduced, the Holder may in its discretion be paid without presentation of this Bond, which
payment shall be received no later than 2:30 p.m., Eastern time, and may make a notation on the
panel provided herein of such xedemption, stating the amount so redeemed, or may retum the
Bond to the Bond Registrar in exchange for a new Bond in the proper principal amount. Such
notation, if made by the Holder, shall be for reference only, and may not be relied upon by any
other person as being in any way determinative of the principal amount of this Bond outstanding,
unless the Bond Registrar has signed the appropriate column of the panel. Interest on this Bond
will be paid on each Interest Payment Date in same-day funds by 2:30 p.m., Eastern time, to the
person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration
books of the Issuer maintained by the Bond 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"). Interest payments shall be received by the Holder no later
than 2:30 p.m., Eastern time; and principal and premium payments shall be received by the
Holder no later than 2:30 p.m., Eastern time, if the Bond is surrendered for payment enough in
advance to permit payment to be made by such time. Any interest not so timely paid shall cease
2348283v3 2.(7
09-542
1 to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be
2 payable to the person who is the Holder hereof at the close of business on a date (the "Special
3 Record Date") fixed by the Bond Registraz whenever money becomes available for payment of
4 the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less
5 than ten days prior to the Special Record Date. The principal of and premium, if any, and
6 interest on this Bond aze payabie in lawful money of the United States of America.
7 Date of Pavment Not Business Dav. If the date for payment of the principal of,
8 premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on
9 which banking institutions in the City of New York, New York, or the city where the principal
10 office of the Bond Registraz is located aze authorized by law or executive order to close, then the
11 date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
12 holiday or a day on which such banking institutions are authorized to close, and payment on such
13 date shall have the same force and effect as if made on the nominal date of payment.
14 Redem t ion All Bonds of this issue (the "Bonds") maturing after June 1, 2019,
15 are subject to redemption and prepayment at the option of the Issuer on such date and on any day
16 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
17 Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
18 prepaid in such order of maturity and in such amount per maturity as the City shall determine
19 (treating amounts scheduled for mandatory redemption as maturities); and if only part of the
20 Bonds having a common maturity date aze called for prepayment, this Bond may be prepaid in
21 $5,000 increments of principal. Bonds or portions thereof called for redemption shall be due and
22 payable on the redemption date, and interest thereon shall cease to accrue from and after the
23 redemption date.
24 Scheduled Mandatorv Redemption. The Bonds maturing on December 1, 2024,
25 are subject to redemption and prepayment at a price of paz plus accrued interest, without
26 premium, on the dates and in the amounts set forth below:
Date
7une 1, 2022
Decembex 1, 2022
June 1, 2023
December 1, 2023
June 1, 2024
December 1, 2024
Amount
$280,000
285,000
29Q000
295,000
300,000
305,000 (Maturity)
27 The Bonds maturing on December 1, 2029, are subject to redemption and prepayment at a price
28 of par plus accrued interest, without premium, on the dates and in the amounts set forth below:
2348283v3 2�]
09-542
2
Date
June 1, 2025
December 1, 2025
June 1, 2026
December 1, 2026
June 1, 2027
December l, 2027
June 1, 2028
December 1, 2028
3une 1, 2029
December l, 2029
Amount
$310,000
320,000
325,000
330,000
335,000
345,000
350,000
355,000
365,000
370,000 (Maturity)
The Bonds maturing on December 1, 2034, are subject to redemption and prepayment at a price
of par plus accrued interest, without premium, on the dates and in the amounts set forth below:
Date Amount
June 1, 2030 $375,000
December 1, 2030 385,000
June 1, 2031 390,000
December 1, 2031 400,000
June 1, 2032 4Q5,000
December 1, 2032 415,000
June 1, 2033 425,000
December 1, 2033 430,000
June 1, 2034 440,000
December 1, 2034 450,000 (Maturity)
0
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17
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21
22
Notice of Redemntion. Mailed notice of redemption shall be given to the paying
agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereof will be given by first class mail
mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP" numbers assigned to the Bonds
sha11 be used.
Replacement or Notation of Bonds after Partial Redemption. Upon a partial
redemption of this Bond which results in the stated amount hereof being reduced, the Holder
may in its discretion make a notauon on the panel provided herein of such redemption, stating
the amount so redeemed. Such notation, if made by the Holder, shall be for reference only, and
may not be relied upon by any other person as being in any way determinative of the principal
amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of
the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the
Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly
authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of such Bond, without service chazge, a new Bond of the
same series having the same stated maturity and interest rate and of the authorized denomination
in aggregate principal amount equal to and in exchange for the unredeemed portion of the
principal of the Bond so sunendered.
2348283v3 2$
09-542
1 Issuance; Purpose� General Qbli�ation. This Bond is one of an issue in the total
2 principal amount of $9,275,000, all of like date of original issue and tenor, except as to number,
3 maturity, interest rate, denomination, and redemption privilege, which Bond has been issued
4 pursuant to and in full conformity with the Constitution and laws of the State of Minnesota,
5 including particulazly Minnesota Statutes, Section 475.521, as amended, and the Charter of the
6 Issuer, and pursuant to resolutions adopted by the City Council of the Issuer May 6, 2009, and
7 May 20, 2009 (the "Resolutions"), for the purpose of providing money to finance the acquisition
8 and betterment of facilities to replace Fire Station #1 and Fire Station #10, and to provide
9 headquarters for fire department administration, in the City. This Bond is payable out of the
10 General Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the
11 Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any,
12 and interest when the same become due, the full faith and credit and taxing powers of the Issuer
13 have been and are hereby irrevocably pledged.
14
15
16
17
18
19
20
21
22
23
24
25
Denominations: Exchan�e; Resolution. The Bonds are issuable originally only as
Global Certificates in the denomination of the entire principal amount of the issue maturing on a
single date, or, if a portion of said principal is prepaid, said principal amount less the
prepayment. Global Certificates aze not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Replacement Bonds, if made available as provided below, are issuable solely as
fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturity and are exchangeable for fully registezed Bonds of other authorized denominations in
equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties af the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond Registrar.
26 Re�lacement Bonds. Replacement Bonds may be issued by the Issuer in the event
27 that:
2$ (a) the Depository shall resign or discontinue its services for the Bonds, and
29 only if the Issuer is unable to locate a substitute depository within two (2) months
30 following the resignation or determination of non-eligibility, or
31 (b) upon a determination by the Issuer in its sole discretion that (1) the
32 continuation of the book-entry system described in the Resolution, which precludes the
33 issuance of certificates (other than Global Certificates) to any Holder other than the
34 Depository (or its nominee), might adversely affect the interest of the beneficial owners
35 of the Bonds, ar(2) that it is in the best interest of the beneficial owners of the Bonds that
36 they be able to obtain certificated bonds.
37
38
39
40
41
42
43
44
45
Transfer. This Bond shall be registered in the name of the payee on the books of
the Issuer by presenting this Bond for registration to the Bond Registraz, who will endorse his,
her or its name and note the date of registration opposite the name of the payee in the certificate
of registration attached hereto. Thereafter this Bond may be transfened by delivery with an
assignment duly executed by the Holder or his, her or its legal representauves, and the Issuer and
Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights
and powers of an owner until this Bond is presented with such assignment for registration of
transfer, accompanied by assurance of the nature provided by law that the assignment is genuine
and effective, and until such transfer is registered on said books and noted hereon by the Bond
2348283v3 29
09-542
1 Registrar, all subject to the terms and conditions provided in the Resolutions and to reasonable
2 regulations of the Issuer contained in any agreement with, or notice to, the Bond Registraz.
3 Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other
4 restrictions if required to qualify this Bond as being "in registered form" within the meaning of
5 Section 149(a) of the federal Intemal Revenue Code of 1986, as amended.
6 Fees uoon Transfer or Loss. The Bond Registrar may require payment of a sum
7 sufficient to cover any tax or other governmental chazge payable in connection with the transfer
8 or exchange of this Bond and any legal or unusual wsts regarding transfers and lost Bonds.
9 Treatment of Registered Owner. 'The Issuer and Bond Registru may treat the
10 person in whose name this Bond is registered as the owner hereof for the puipose of receiving
11 payment as herein provided (except as othezwise provided with respect to the Record Date) and
12 for a11 other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the
13 Bond Registrar shall be affected by notice to the contrary.
14 Authentication. This Bond shall not be valid or become obligatory for any
15 purpose or be entifled to any security unless the Certificate of Authenucation hereon shall have
16 been executed by the Bond Registrar.
17 Not Oualified Tax-Exempt Oblieations. The Bonds have not been designated by
18 the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal
19 Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation.
20 Interest Taxable. This Bond bears interest which is intended to be included in
21 gross income for United States income tas purposes and to be included in both gross income and
22 taYable net income for State of Minnesota income ta� purposes.
23 TT I5 HEREBY CERTIFIED AND RECITED that all acts, conditions and things
24 required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to
25 be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been
26 done, have happened and have been performed, in regular and due form, Ume and manner as
27 required by law, and that this Bond, together with all other debts of the Issuer outstanding on the
28 date of original issue hereof and on the date of its issuance and delivery to the original purchaser,
29 does not exceed any constitutional or statutory or Charter limitation of indebtedness.
30 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by
31 its City Council has caused this Bond to be sealed with its official seal and to be executed on its
32 behalf by the photocopied facsimile signature of its Mayor, attested by the photocopied facsimile
33 signature of its Clerk, and countersigned by the photocopied facsimile signature of its Director,
34 Office of Financial Services.
2348283v3 3Q
09-542
1
2
3
4
5
6
7
8
9
10
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15
16
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18
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20
21
22
23
24
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26
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28
29
30
31
32
33
34
35
36
37
38
39
Date of Registration:
BOND REGIS'IRAR'S
CERTIFTCATE OF
AUTF�NTICATION
This Bond is one of the
Bonds described in the
Resolutions mentioned
within.
Bond Registrar
Authorized Signature
(SEAL)
Registrable by:
Payahle at:
C1TY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
Tasable General Obligation Public Safety Bond, Series 2009E, No. R-_
2348283v3
31
09-542
CERTIFTCATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made only by the
registered owner or his, her or its lenal representative last noted below.
DATE OF SIGNATURE OF
REGISTRATION REGISTERED OWNER BOND REGISTRAR
2348283v3 3�
09-542
REGIST`ER OF PARTIAL PAYMENTS
3 The principal amount of the attached Bond has been prepaid on the dates and in the amounts
4 noted below:
Date Amount Bondholder Bond Registrar
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.
2348283v3 33
��►a
�
2
3
4
5
6
7
8
9
10
11
12
13
14
15
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18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
6e construed as though they were written out in full according to applicable laws or reb IaUons:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint te�aants with right of survivorship
and not as tenants in common
I.JTMA - as custodian for
(Cust)
underthe
(Minor)
Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the attached
Bond and does hereby irrevocably constitute and appoint
attorney to transfer the Bond on the books kept for the
registration thereof, with full power of substitution in the premises.
Dated:
Notice:
Signature Guaranteed:
The assignor's signature to this assignment must
conespond with the name as it appears upon the face of
the attached Bond in every particular, without alteration
or any change whatever.
Sagnature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is heid
by joint account.)
2348283v3
34
09-542
2 B. R�lacement Bonds. If the Ciry has notified Aolders that Replacement Bonds
3 have been made available as provided in paragraph 9, then for every Series 2009E Bond
4 thereafter transferred or exchanged (including an exchange to reflect the partial prepayment of a
5 Global Certificate not previously exchanged for Replacement Bonds) the Bond Registraz shall
6 deliver a certificate in the form of the Repiacement Bond rather than the Global Certificate, but
7 the Holder of a Global Certificate shall not otherwise be required to exchange the Global
8 Certificate for one or more Replacement Bonds since the City recognizes that some beneficial
9 owners may prefer the convenience of the Depository's registered ownership of the Bonds even
10 though the entire issue is no longer required to be in globai book-entry form. The Replacement
11 Bonds of the Series 2009E Bonds, together with the Bond I2egistrar's Certificate of
12 Authentication, the form of Assignment and the registration information thereon, shall be in
13 substantially the following form, with pazagraphs identical to the form of Global Certificate
14 stated by heading or initial text only:
2348283v3 35
09-542
2
3
4
5 R-
6
7
8
INTEREST
RATE
10
11
12
13
14
15
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36
UNTTED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COLTNTY
CTTY OF SAINT PAUL
�
TAXABLE GENERAI, OBLTGATION PUBLIC SAFETY
BOND, SERIES 2009E (BUII,D AMERICA
BONDS — DII2ECT PAYMENT TO ISSUER)
MATURTTY
DATE
1, 20_
RECsISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
CUSIP
KNOW ALL PERSONS BY THESE PRESENTS that the Ciry of Saint Paul,
Ramsey Counry, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value
received promises to pay to the registered owner specified above, or registered assigns, in the
manner hereinafter set forth, the principal amount specified above, on the maturity date specified
above, unless called for eazlier redempUon, and to pay interest thereon semiannually on June 1
and December 1 of each year (each, an"Interest Payment Date"), commencing December 1,
2009, 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 upon presentation and surrender hereof at the principal office of
, in ,
(the "Bond Registrar"), acting as paying agent, or any successor paying
agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment
Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder"
or "Bondholder") on the registration books of the Issuer maintained by the Bond Registraz 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 "Regulaz Record Date"). Any interest not so timely
paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record
Date, and shall be payable to the person who is the Holder hereof at the close of business on a
date (the "Special Record Date") fiYed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the Special Record Date shall be given
to Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond aze payable in lawful money of the United States of
America.
DATE OF
ORIGINAL ISSUE
June 2, 2009
zsas2as�s 36
09-542
1 REFERENCE IS HEREBY MADE TO'I`HE FURTF�R PROVISIONS OF
2 THIS BOND SET FORT`H ON T'HE REVERSE HEREOF, WHICH PROVISIONS SHALL
3 FOR ALL PURPOSES HAVE'I'F� SAME EFFECT AS IF SET FORTH HERE.
4
TI' IS HEREBY CERTIFIED AND RECTTED....
5 IN WTTNESS 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 signature of its Mayor, attested by the original or facsimile signature of its Clerk, and
8 countersigned by the original or facsimile signature of its Director, Office of Financial Services,
9 the official seal having been omitted as permitted by law.
10
Date of Registration:
Registrable by:
11
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13
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22
23
24
25
26
27
28
24
30
BOND REGISTRAR'S
CERTIFICATE QF
AU'I'HENTICATION
This Bond is one of the
Bonds described in the
Resolutions mentioned
within.
Bond Registrar
Authorized Signature
2348283v3
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
37
09-542
ON REVERSE OF BOND
Date of Pavment Not Business Dav.
3 Redem tion. P,11 Bonds of this issue (the °Bonds") maturing after June 1, 2019,
4 aze subject to redemption and prepayment at the option of the Issuer on such date and on any day
5 thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the
6 Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be
7 prepaid in such order of maturity and in such amount per maturity as the City shall detemune
8 (treating amounts scheduled for mandatory redemption as maturities); and if only part of the
9 Bonds having a common maturity date are called for prepayment, the specific Bonds to be
10 prepaid shall be chosen by lot by the Bond Registru. Bonds or portions thereof called for
11 redemption shall be due and payable on the redemption date, and interest thereon shall cease to
12 accrue from and after the redemption date.
13 Scheduled Mandato� Redemption.
14 Notice of RedempUon.
15 Selection of Bonds for Redem tp ion. To effect a partial redemption of Bonds
16 having a common maturity date, the Bond Registrar shall assign to each Bond having a common
17 maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
18 Bond Registrar shal] then select by lot, using such method of selection as it shall deem proper in
19 its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
20 number, sha11 equal the principa7 amount of such Bonds to be redeemed. The Bonds to be
21 redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
22 that only so much of the principal amount of such Bond of a denomination of more than $5,000
23 shall be redeemed as sha11 equal $5,000 for each number assigned to it and so selected. If a
24 Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar {with, if the
25 Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
26 Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly
27 authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall
28 authenticate and deliver to the Holder of such Bond, without service chazge, a new Bond or
29 Bonds of the same series having the same stated maturity and interest rate and of any authorized
30 denomination or denominations, as reqixested by such Holder, in aggregate principal amount
31 equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
32 Issuance; Purpose; General Obli ag tion.
33 Denominarions Exchanee; Resolution. The Bonds are issuable solely as fully
34 registered bonds in the denominations of $5,000 and integral multiples thereof of a single
35 maturity and are exchangeable for fully registered Bonds of other authorized denominations in
36 equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the
37 manner and subject to the limitations provided in the Resolution. Reference is hereby made to
38 the Resoluuon for a description of the rights and duties of the Bond Registrar. Copies of the
39 Resolution are on file in the principal office of the Bond Registrar.
40 Transfer. This Bond is transferable by the Holder in person or by his, her or its
41 attomey duly authorized in writing at the principal office of the Bond Registrar upon
23482S3v3 3$
09-542
1 presentation and surrender hereof to the Bond Registraz, a11 subject to the terms and conditions
2 provided in the Resolutions and to reasonable regulations of the Issuer contained in any
3 agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the
4 Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully
5 registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or
6 similar designation), of an authorized denomination or denominations, in aggregate principal
7 amount equal to the principal amount of this Bond, of the same maturity and bearing interest at
8 the same rate.
9 Fees upon Transfer or Loss.
10 Treatment of ReQistered Owner.
11 Authentication
12 Not Qualified Tax-ExemQt Oblieations.
13 Interest Taxabie.
14
15
C[7
ABBREVI�iTIONS
2348283v3 39
09-542
1
2
3
4
5
6
7
8
9
10
11
12
13
ASSIGNMENT
For value received, the undersigned bereby sells, assigns and transfers unto
fhe within
Bond and does hereby itrevocably 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 this assignment must
correspond with the name as it appears upon the face of
the within Bond in every particular, without alteration or
any change whatever.
Signature Guaranteed:
14 Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
15 having a membership in one of the major stock exchanges or any other "Eligible Guarantor
16 Insutution" as defined in 17 CFR 240.17Ad-15(a)(2).
17
18
19
20
21
22
23
The Bond Regisuar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is held
by joint account.)
2348283v3
,, �,
09-542
1 16. Execution. The Bonds shall be executed on behalf of the City by the
2 signatures of its Mayor, Clerk and Director, Office of Financial Services, each with the effect noted
3 on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that the seal of
4 the City may be a printed or photocopied facsimile; and provided furcher that any of such signatures
5 may be printed or photocopied facsimiles and the corporate seal may be omitted on the Bonds as
6 pemutted by law. In the event of disability or resignation or other absence of any such officer, the
7 Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of
8 such absent or disabied officer. In case any such officer whose signature or facsimile of whose
9 signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds,
10 such signature or facsimile shall nevertheless be valid and su�cient for all purposes, the same as if he
11 or she had remained in office until delivery.
12
13
14
15
16
17
18
19
20
21
22
17. Authentication; Date of Registration. No Bond shall be valid or obligatory for
any purpose or be entitled to any security or benefit under this resolution unless a Certificate of
Authentication on such $ond, substantially in the form hereinabove set forth, shall have been duly
executed by an authorized representa6ve of the Bond Registraz. Certificates of Authentication on
different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the City on each Bond by execution of the Certificate of Authentication on
the Bond and by inserting as the date of registration in the space provided the date on which the Bond
is authenticated. For purposes of delivering the original Global Certificates to the Purchaser, the
Bond Registrar shall insert as the date of registrafion the date of original issue, which date is the date
of delivery of the Bonds to the Purchaser. The Certificate of Authentication so executed on each
Bond shall be conciusave evidence that it has been authenticated and delivered under this resolution.
23 18. Re�istration; Transfer; Exchange. The City will cause to be kept at the
24 principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations
25 as the Bond Registraz may prescribe, the Bond Registrar shail provide for the registration of Bonds
26 and the regisiration of transfers of Bonds entitled to be registered or transferred as herein provided.
27
28
29
30
31
32
33
34
35
36
37
A Global Certificate shall be registered in the name of the payee on the books of the
Bond Registraz by presenting the Giobal Certificate for registration to Yhe Bond Registrar, who will
endorse his or her name and note the date of registration opposite the name of the payee in the
certificate of registration on the Global Certificate. Thereafter a Global Certificate may be transferred
by delivery with an assignment duly executed by the Holder or his, her or its legal representative, and
the City and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the
rights and powers of an owner until a Global Certificate is presented with such assignment for
registration of transfer, accompanied by assurance of the nature provided by law that the assignment
is genuine and effective, and until such transfer is registered on said books and noted thereon by the
Bond Registrar, all subject to the terms and conditions provided in this resolution and to reasonable
regulations of the City contained an any agreement with, or notice to, the Bond Registrar.
38 Transfer of a Global Certificate may, at the direction and expense of the City, be
39 subject to other restrictions if required to qualify the Global Certificates as being "in registered form"
40 within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as amended.
41
42
43
44
If a Global Certificate is to be exchanged for one or more Replacement Bonds, all of
the principal amount of the Global Certificate shall be so exchanged.
Upon surrender for transfer of any Replacement Bond at the principal office of the
Bond Registrar, the City sha11 execute (if necessary), and the Bond Registrar shall authenticate, insert
2348283v3 Q1
09-542
10
11
12
13
14
15
the date of registration (as provided in paragraph 17) of, and deliver, in the name of the designated
transferee or transferees, one or more new Replacement Bonds of the same series of any authorized
denomination or denominations of a like aggregate principal amount, having the same stated maturity
and interest rate, as requested by the transferor; provided, however, that no bond may be registered in
blank or in the name of "bearer" or similar designation.
At the option of the Holder of a Replacement Bond, Replacement Bonds may be
exchanged for Replacement Bonds of any authorized denomination or denominations of a like
aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds aze so
surrendered for exchange, the City shall execute (if necessazy), and the Bond Registrar shall
authenticate, insert the date of registration of, and deliver the Replacement Bonds which the Holder
making the exchange is entitled to receive. Global Certificates may not be exchanged for Global
Certificates of smaller denominations.
All Bonds surrendered upon any exchange or transfer provided for in this resolution
shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City.
16 All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
17 obligations of the City evidencing the same debt, and entitled to the same benefits under this
18 resolurion, as the Bonds surrendered for such exchange ox transfer.
19 Every Bond presented or surrendered for transfer or exchange shall be duly endarsed
20 or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly
21 executed by the Holder thereof or his, her or its attorney duly authorized in writing.
22 The Bond Registrar may require payment of a sum sufficient to cover any ta7c or other
23 governmental charge payable in connection with ttte transfer or exchange of any Bond and any legal
24 or unusual costs regarding transfets and lost Bonds.
25 Transfers sha11 also be subject to reasonable regulations of the City contained in any
26 agreement with, or notice to, the Bond Registrar, including regulations which pernut the Bond
27 Registrar to close its iransfer books between record dates and payment dates.
28 19. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
29 exchange for or in lieu of any other Bond shall cazry ali the rights to interest accrued and unpaid, and
30 to accrue, which were carried by such other Bond.
31
32
33
34
35
36
37
38
39
40
41
20. Interest Pavment; Record Date. Interest on any Global Certificate shall be paid
as provided in the first paragraph 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 registrafion books of the City maintained by the Bond Registrar, and in each
case at the address appeating 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 sha11 cease to be payable to the person who is the Holder thereof as of the Rea lar
Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a
date (the °Special Record Date") fixed by the Bond Registrar whenever money becomes available for
payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond
Registraz to the Holders not less than ten (10) days priar to the Special Record Date.
2348283d3 t}2.
09-542
21. Holders; Treatment of Re�istered Owner: Consent of Holders.
A. For the purposes of all actions, consents and other matters affecting Holders of the
Bonds, other than payments, redemptions, and purchases, the City may (but shall not be obligated to)
treat as the Holder of a Bond the beneficial owner of the Bond instead of the person in whose name
the Bond is registered. For that purpose, the City may ascer[ain the identity of the beneficial owner of
the Bond by such means as the Bond Registraz in its sole discretion deems appropriate, including but
not limited to a certificate from the person in whose name the Bond is registered identifying such
beneficial owner.
9 B. The City and Bond Registrar may treat the person in whose name any Bond is
10 registered as the owner of such Bond for the purpose of receiving payment of principal of and
i 1 premium, if any, and interest (subject to the payment provisions in pazagraph 20 above) on, such
12 Bond and for a11 other putposes whatsoever whether or not such Bond shall be overdue, and neither
13 the City nor the Bond Registrar sha11 be affected by notice ro the contrary.
14
15
16
17
18
19
20
C. Any consent, request, direction, approval, objection or other instrument to be signed
and executed by the Hoiders may be in any number of concurrent writings of similar tenor and must
be signed or executed by such Holders in person or by agent appointed in writing. Proof of the
execution of any such consent, request, direction, approval, objecfion or other instrument or of the
wrlting appointing any such agent and of the ownership of Bonds, if made in the following manner,
shall be sufficient for any of the purposes of this resolution, and shall be conclusive in favor of the
City with regard to any action taken by it under such request or other instrument, namely:
21 (1) The fact and date of the execution by any person of any such writing may be
22 proved by the certificate of any officer in any jurisdiction who by law has power to take
23 acknowledgments within such jurisdiction that the person signing such wxiting acknowledged
24 before him or her the execution thereof, or by an affidavit of any witness to such execution.
25 (2) Subject to the provisions of subparagraph (A) above, the fact of the ownership
26 by any person of Bonds and the amounts and numbers of such Bonds, and the date of the
27 holding of the same, may be proved by reference to the bond register.
28 22. Deliverv; Application of Proceeds. The Global Certificates when so prepared
29 and executed shall be delivered by the Duector, Office of Financial Services, to the Purchaser upon
30 receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application
31 thereof.
32
33
34
35
36
37
38
39
40
41
42
23. Fund and Accounts. There are hereby created two special accounts to be
designated the "Public Safety Bonds of 2009D Capital Account" (the "2009D Capital Account"), and
the "Public Safety Bonds of 2009E Capital Account" (the "2009E Capital Account"). There has been
heretofore created and established the General Debt Service Fund (numbered 960, herein the "Fund").
The Fund, 2009D CapiYal Account and 2009E Capital Account shall each be maintained in the
manner herein specified unUl all of the Bonds and the interest thereon have been fully paid.
(i) 2009D Caoital Account. To the 2009D Capital Account there shall be
credited the proceeds of the sale of the 2009D Bonds. From the 2009D Capital
Account there shall be paid costs and expenses of making the Improvements, including
the cost of any construction contracts heretofore let and all other costs incuned and to
be incurred of the kind authorized in Minnesota Statutes, Section 475.65 (including
2348283v3
43
09-542
0
7
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
2348283v3
interest on the Bonds payable during the construction period); and the moneys in the
2009D Capital Account shall be used for no other purpose except as otherwise
provided by law; provided that if upon completion of ihe Tmprovements there sha11
remain any unexpended balance in the 2009D Capital Account, the balance may be
uansferred by the Council to the fund of any other improvement instituted pursuant to
Minnesota Statutes, Section 475.521, as amended, or used for any other purpose
permitted by law, or (but oniy with the written advice of bond counsel) uansferred to
the Fund. Other than the Purchaser's discount with respect to the 2009E Bonds, all
costs of issuance for the Bonds shall be paid from the 2009D Capital Account.
Notwithstanding the foregoing, other than costs of issuing the Bonds, the only costs of
the Improvements paid from proceeds of the Bonds shall be capital expenditures which
are not working capital expenditures, except to the extent otherwise permitted by bond
counsel by written advice. All earnings on the 2009D Capital Account shall remain in
the 2009D Capital Account.
(ii) 2009E Capital Account. To the 2009E Capital Account there shall be
credited the proceeds of the sale of the 2009E Bonds. From the 2009E Capital
Account there shall be paid costs and expenses of making the Improvements, includang
the cost of any construction contracts heretofore let and all other costs incurred and to
be incuned of the kind authorized in Minnesota Statutes, Section 475.65 (including
interest on the Bonds payable during the construction period); and ffie moneys in the
2009E Capital Account shall be used for no other purpose except as otherwise
provided by law; provided that if upon completion of the Improvements there shall
remain any unexpended balance in the 2009E Capital Account, the balance may be
transferred by the Council to the fund of any other improvement instituted pursuant to
Minnesota Statutes, Section 475.521, as amended, or used for any other putpose
permitted by law, or (but only with the written advice of bond counsel) transfened to
the Fund. Notwithstanding the foregoing, other than costs of issuing the Bonds, the
only costs of the Improvements paid from proceeds of the Bonds sha11 be capital
expenditures which are not working capital expenditures, except to the extent
otherwise pernutted by bond counsel by written advice. All eanungs on the 2009E
Capital Account shall remain in the 2009E Capital Account.
(iii) Fund. There is hereby pledged and there shall be credited to the Fund,
to a special sinking fund account which is hereby created and established therein for
the paytnent of the Bonds: (a) any collections of all taxes which are herein levied for
the payment of the Bonds and interest thereon as prcvided in pazagraph 24; (b) only
with the written advice of bond counsel, a11 funds remaining in the 2009D Capital
Account and 2009E Capital Account after completion of the Improvements and
payment of the costs thereof, not so transferred to the account of another improvement
or used for any other purpose permitted by law; (c) all investment earnings on moneys
held in said special account in the Fund; and (d) any and all other moneys which are
properly available and are appropriated by the governing body of the City to said
special account in the Fund. If there are timing delays in the receipts of taYes levied
for the Bonds and piedged to the special sinking fund account in the Fund established
for the Bonds, other speciai sinking fund accounts in the Pund may be utilized on a
temporary basis for the payment of the Bonds.
.�
09-542
1 Said special account created in the Fund sha11 be used solely to pay the principal and interest
2 and any premiums for redemption of the Bonds and any other bonds of the City heretofore or
3 hereafter issued by the Ciry and made payable from said special account in the Fund as provided by
4 law, or to pay any rebate due to the United States. No portion of the proceeds of the Bonds shall be
5 used directly or indirectly to acquire higher yielding investments or to replace funds which were used
6 directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary
7 period until such proceeds aze needed for the purpose for which the Bonds were issued, and (2) in
8 addition to the above in an amount not greater than $100,000. To this effect, any proceeds of the
4 Bonds and any sums from time to time held in the 2009D Capital Account and 2009fi Capital
10 Account or said special account in the Fund (or any other City account which will be used to pay
11 principal or interest to become due on the bonds payable therefrom) in excess of amounts which under
12 then-applicable federal azbitrage regulations may be invested without regazd as to yield shaii not be
13 invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations
14 on such investrnents after taking into account any applicable "temporary periods" or "minor portion"
15 made available under the federal arbitrage regulations. In addition, the proceeds of the Bonds and
16 monep in the 2009D Capital Account and 2009E Capital Account or Fund shall not be invested in
17 obligations or deposits issued by, guaranteed by or insured by the United States or any agency or
18 instrumentality thereof if and to the extent that such investment would cause the Bonds to be
19 "federally guaranteed" within the meaning of Section 149(b) of the federal Internal Revenue Code of
20 1986, as amended (the "Code").
21 24. TaY I,evy; Covera e Test. To provide moneys for payment of the principal and
22 interest on the Bonds there is hereby levied upon all of the taYable property in the City a direct annual
23 ad valorem ta7c which shall be spread upon the tax rolls and collected with and as part of other general
24 property t�es in the City for the years and in the amounts as follows:
2348283v3 t{$
09-542
Year of Tas I.evv
a
Yeaz of Tax Collection
Amount
2008'�`
20Q9
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2Q30
2031
2032
2033
2009'`
201Q
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
202?
2028
2029
2030
2031
2032
2033
2034
1 � heretofore levied or provided from other available City funds
$ 373,638.44'`
1,157,88036
1,161,266.b1
1,158,93036
1,161,450.36
1,158,326.61
1,160,137.86
1,156,226.61
1,162,421.61
1,157,56536
1,162,145.99
1,164,035.99
1,154,782.86
1,152,871.44
1,141,935.48
1,129,878.46
1,121,144.64
1,108,356.64
1,094,19093
1,078,34118
1,066,210.53
1,046,752.14
1,029,641.76
1,010,63130
994,812.42
976,935.12
2 The taac levies aze such that if collected in full they, together with estimated collecrions
3 of any other revenues herein pledged for the payment of the Bonds, wi11 produce at least five percent
4 (5%} in excess of the amount needed to meet when due the princapal and interest payments on ffie
5 Bonds. The taY levies shall be inepealable so long as any of the Bonds aze outstanding and unpaid,
6 provided that the City reserves the right and power to reduce the levies in the manner and to the extent
7 permitted by Minnesota Statutes, Section 475.61, Subdivision 3.
8 Minnesota Statutes, Section 276.11, provides for the distribution to municipalities of
9 first-half collections of tases and speciai assessments within sixty (60) days of the May 20 settlement
10 date, with interest after foriy-five (45) days, subject to partial earlier distribution upon request, to wit:
11 upon written request, within thirty (30) days after the May 20 settlement date, the County Treasurer
12 shall pay at least 70% of the estimated collection. The City hereby covenants to make such written
13 tequests in order to have moneys available fox the payments on the Bonds due on each 7une 1.
2348283v3 46
09-542
1 25. General Obligation Pledge. For the prompt and full payment of the principal
2 and interest on the Bonds, as the same respectively become due, the full faith, credit and tasing
3 powers of the City shall be and are hereby inevocably pledged. If the balance in the Fund (as defined
4 in paragraph 23 hereo fl is ever insufficient to pay all principal and interest then due on the Bonds
5 payable therefrom, the deficiency shall be prompdy paid out of any other funds of the City which are
6 available for such purpose, including the general fund of the Ciry, and such other funds may be
7 reimbursed with or without interest from the Fund when a sufficient balance is available therein.
8 26. Certificate of Reeistration. The Director, Office of Financial Services, is
9 hereby directed to file a certified copy of this resolution wiih the officer of Ramsey County,
10 Minnesota, perfornung the functions of the county auditor (the "County Auditor"), together with such
11 other information as the County Auditor shall require, and to obtain the County Auditor's certificate
12 that the Bonds have been entered in the Counry Auditor's Bond Register, and that the taY levy
13 raquired 6y law has been made.
14 27. Records and Certificates. The officers of the City aze hereby authorized and
15 directed to prepare and furnish to the Purchaser, and to the attomeys approving the legality of the
16 issuance of the Bonds, certified copies of all proceedings and recards of the City relating to the Bonds
17 and to the financial condition and affairs of the City, and such other affidavits, certificates and
18 information as are required to show the facts relating to the legality and marketabillty of the Bonds as
19 the same appear from the books and records under their custody and control or as otherwise known to
20 them, and ail such certified copies, certificates and affidavits, including any heretofore fumished,
21 shall be deemed representations of the City as to the facts recited therein.
23 28. NeQative Covenants as to Use of Proceeds and Improvements. The City hereby
23 covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or pernut them
24 to be used, or to enter into any deferred payment arrangements for the cost of the Improvements, in
25 such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections
26 103 and 141 through 150 of the Code. The City reasonably expects that no actions will be taken over
27 the term of the Bonds that would cause them to be private acuvity bonds, and the average term of the
28 Bonds is not longer than reasonably necessary for the governmental purpose of the issue. The City
29 hereby covenants not to use the proceeds of the Bonds in such a manner as to cause the Bonds to be
30 "hedge bonds" within ttae meaning of Section 149(g) of the Code.
31 29. Tax-Exempt Status of the Series 2009D Bonds: Rebate� Elections. The City
32 sha11 comply with requirements necessary under the Code to establish and maintain the exclusion
33 from gross income under Section 103 of the Code of the interest on the Series 2009D Bonds,
34 including without limitation requirements relating to temporary periods for investments, limitations
35 on amounts invested at a yield greater than the yield on the Series 2009D Bonds, and the rebate of
36 excess investment earnings to the United States.
37 The City expects that the two-year expenditure exception to the rebate requirements
38 may apply to the construction proceeds of the Series 2009D Bonds.
39 If any elections aze available now or hereafter with respect to arbitrage or rebate
40 matters relating to the Series 2009D Bonds, the Mayor, Clerk, Treasurer and Director, Office of
41 Financial Services, or any of them, are hereby authorized and directed to make such elections as they
42 deem necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be,
43 and shall be deemed and treated as, elections of the City.
2348283v3 4']
:/• .
1 30. Status of the Series 2009E Bonds as Build America Bonds: Rebate: Elections.
2 T'he yield on the Series 2�09E Bonds shall be reduced by the t� credit allowed under Section 6431 of
3 the Code. As a condition for their designation as Build America Bonds, the Series 2009E Bonds shall
4 meet a11 requirements for the exclusion of interest from gross income under Section 103 of the Code.
5 The City sha11 comply with requirements necessary under the Code to establish and maintain the
6 status of the Series 2009E Bonds as Buiid America Bonds which are qualified bonds, including
7 requiremenCS relating to the exclusion from gross income under Section 103 of the Code of the
8 interest on the Series 2009E Bonds but for their election of Build America Bonds, including without
9 limitation requirements relating to temporary periods for investments, limitations on amounts invested
10 at a yield greater than the yield on the Series 2009E Bonds, and the rebate of excess investment
ll eamings to the United States.
12 The City expects that the two-yeaz expenditure exceprion to the rebate requirements
13 may apply to the construction proceeds of the Series 2009E Bonds.
14 ff any elections aze available now or hereafter with respect to azbitrage or rebate
15 matters relating to the Series 2009E Bonds, the Mayor, Clerk, Treasurer and Director, Office of
16 Financial Services, or any of them, aze hereby authorized and directed to make such elections as they
17 deem necessary, appropriate or desirable in connection with the Series 2009E Bonds, and all such
18 elections sha11 be, and shall be deemed and treated as, elections of the City.
19 31. Payable 35% Credits. Sections 54AA(g) and 6431 of the Code provide that the
ZO issuer of Build America Bonds which aze qualified bonds, for which the City in paragraph 4 has made
21 the inevocable elections required by law, sha11 be allowed a credit with respect to each interest
22 payment date under such bonds, which shall be payable by the Secretary of the Treasury. The
23 Secretary of the Treasury shall pay (contemporaneously with each interest payment date under such
24 bonds) to the issuer of such bonds (or to any person who makes such interest payments on behalf of
25 the issuer) 35% of the interest payabie under such bonds on such date. The City and its officers and
26 staff shall take such actions as aze necessary to timely apply for and receive such credits, including
27 filing a Form &038 information return with respect to the Series 20098 Bonds and Form 8038-CP
28 returns for credit paymenCS to issuers of qualified bonds with respect to each interest payment on the
29 Series 2Q�9E Bonds.
30 The payable 35% credits received with respect to the Series 2Q09E Bonds are not
31 pledged to the Series 2009E Bonds or to the Fund recognized in pazagraph 23.
32 32. No Designation of Oualified Tas-Exem�t Oblieations. The Series 2009D
33 Bonds, together with other obligations issued by the City in 2009, exceed in amount those which may
34 be qualified as "qualified taY-exempt obiigations" within the meaning of Section 265(b)(3) of the
35 Code, and hence are not designated for such purpose. The Series 2009E Bonds, as taYable bonds, do
36 not qualify for such designation.
37 33. L.etter of Representations. The Letter of Representations for the Bonds is
38 hereby confirmed to be the Blanket Issuer I.etter of RepresentaUOns dated May 10, 1996, by the City
39 and received and accepted by The Depository Trust Company. So long as The Depository Trust
40 Company is the Depository or it or its nominee is the Holder of any Global Certificate, the City shall
41 comply with the provisions of the I.etter of Representations, as it may be amended ar supplemented
42 by the City from time to time with the agreement or consent of The Depository Trust Company.
2348283v3 4$
09-542
1 34, Negotiated Sale. The Ciry has retained Springsted Incorporated as an
2 independent financial advisor, and the Ciry has heretofore determined, and hereby determines, to sell
3 the Bonds by private negotiation, a11 as provided by Minnesota Statutes, Section 475.60, Subdivision
4 2(9).
5 35. Continuing Disclosure. The City is an obiigated person with respect to the
b Bonds. The City hereby agrees, in accordance with the provisions af Ru1e 15c2-12 (the "Rule"),
7 promulgated by the Securities and Exchange Comrniss3on (the "Commission") pursuant to the
8 Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
9 "Undertaking") hereinafter described, to:
10 A. Provide or cause to be provided to each nationally recognized municipal
i l securities information repository ('NRMSIR") and to the appropriate state information
12 depository ("SID"), If any, for the State of Minnesota, in each case as designated by the
13 Commission in accordance with the Rule, certain annual flnancial information and operadng
14 data in accordance with the Undertaking. The City reserves the right to modify from time to
15 time the terms of the Undertaking as provided therein.
16 B. Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to
17 the Municipal Securities Rulemaking Boud ("MSRB") and (ii} the SID, notice of the
18 occurrence of certain material events with respect to the Bonds in accordance with the
19 Undertaking.
20 C. Provide or cause to be provided, in a timely manner, to (i) each NRMSII2 or to
21 the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial
22 information with respect to the City described in the Undertaking.
23 The City agrees that its covenants pursuant to the Rule set forth in this paragraph 35
24 and in the Undertaking are intended to be foz the benefit of the Holders of the Bonds and shall be
25 enforceable on behalf of such Holders; providPd that the right to enforce the provisions of these
26 covenants shall be Iimited to a right to obtain specific enforcement of the City's obligations under the
27 covenants.
28 The Mayor and Director, Office of Financial Services, or any other officers of the
29 City authorized to act in their stead (the "Officers"), are hereby authorized and directed to
30 execute on behalf of the City the Undertaking in substantialIy the form presented to the City
31 Council, subject to such modificarions thereof or additions thereto as aze (i) consistent with the
32 requirements under the Ru1e, (ii) required by the Purchaser, and (iii) acceptable to the Of�cers.
33 36. Severabilitv. If any section, paragraph ar provision of this resolution
34 shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of
35 such section, paragraph or provision shall not affect any of the remaining provisions of this
36 resolution.
37 37. Headinos. Headings in this resolufion are included for wnvenience of
38 reference only and are not a part hereof, and shail not limit or define the meaning of any
39 provision hereof.
2348283v3 t}9
09-542
Requested by Department of:
Fir�K�� St.+�v� c.ts
�
Approved b the Office of Financial e vices
By:—�
c
�
Adoplian Certified by Coun�l Secretary BY
Approved
Ap
�
By
Adopted by Council: Date � , �i///-rf
� Green Sheet Green Sheet Green Sheet Green Sheet tareen Sheet Green Sheet
FS _Finandal
Contact Pereon & Pfione:
Bob Geurs
266-8837
Must Be on Councit Agenda by {Date):
zann,qY-os
T RESOLUTION W/5
TRANSACTION
E-Docume�rt Required; N
Document Contact: �b Geurs
Contact Phone: 266-8837
12-MAY-09
�
Assign
Numbet
For
Routing
Order
Total # oF Signature Pages ,^ (Clip All Locations for SignaEUre)
09-542
Green Sheet NO: 3070381
0
1
2
3
4
5
6
��
�
� S 3oS
Adopt a resolution providing for the issuance of General Obligation Public Safety Bonds and tacable General Obligation Public
Safety Bonds (Build Auierica Bonds}direct payment to issuer and levying a tas for the payment thereo£ (Fire 1& 10 and
Adminislrarion project)
Recommendations: Approve (A) or Reject (R):
Planning Commission
CIB Committee
Civil Service Commission
Personal Service Contracts Must Answer the Following Questions:
1. Has this person/firtn ever worked under a contract for this departmenY?
Yes No
2. Has this person/firtn ever been a city employee? .
Yes No
3. Does this pewon/firm possess a skill not nortnally possessed by any
cuRe�t city employee?
Yes No
Explain afl yes answers on separate sheet and attacfi to green sheet.
Irtittating Prnblem, lssues, Opportunity (Who, What, Whee, Where, Why):
The City Council auffiorized the issuance of the Genenl Obligation Public Safety Bonds (CF#09-453). The action is needed to
proceed with the sale.
Advantages If Approved:
The bonds will be sold and the project will be financed.
�
DisadvantageslfApproved:
Noneknown
4.... � f��� i:
�� � �_ �t, ; —
Disadvantaqes If Not Approved:
The honds will not be sold.
Sotal Amount of
Trensaction:
Funding Source:
Financial Infwmation:
.(E�cpfain)
CosURevenue Budgeted: Y
Adivity Number.
Mav 19 9MA 175d PM ,, o....,. e