10-152Amended 2/10/2010
Council File #10- 152
GreenSheet# 3097617
RESOLUTION
AWARDING THE SALE OF GENERAL OBLIGATION TAX INCREMENT
REFUNDING BONDS (KOCH/MOBIL), SERIES 2010A; FIXING THE FORM
AND TERMS OF THE SERIES 2010A &ONDS AND DIRECTING THEIR
EXECUTION AND DELIVERY; AND PLEDGING TAX INCREMENTS FOR
THE PAYMENT THEREOF
I WHEREAS, the City Council Qf the City of Saint Paul, Minnesota (the "City") has heietofore
2 deternuned that it is necessary aod expedient to provide money to finance the expense of the public costs
3 of redevelopment of the Koch Mobil Tas Increment Financing District (the "DistricY') established by the
4 Housing and Redevelopment Authority of rhe C`ity of Saint Paul (the "HRA") (the "ProjecP'); and
5 WHEREAS, the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the
6 "HRA") established the District, being a tax incremeut financing district established as a renewal and
7 renovation district under Minnesota Statutes, Section 469.174 to 469.179, as amended (the "Ta�
8 Increment AcP'), pursuant to the Tax Increment Act and a resolution duly adopted by the Boazd of
9 Commissioners of the HRA; and
10 WHEREAS, the District being a redevelopment district as defined ln Section 469.174,
11 subdivision 10, of the Tax Increment Act, and a resolution adopted by the HRA and approved by the City,
12 taz increment revenues from which (the "Tax Increments") were pledged ro the payment of the Prior
13 Bonds (as defined herein) and are pledged to the payment of the Series 2010A Bonds (as deFined herein);
14 and
15 WHEREAS, the City previously issued its General Obligation Temporary Bonds, Series 2004C
16 (the "2004C Bonds") on March 30, 2004 to defray the expense of public costs of redevelopment of the
17 Project azea; aod
18 WHEREAS, on March 1, 2007, the City issued its General Obligation Temporary Refunding
19 Bonds, Series 2007B (the "Prior Bonds") to refund the 2004C Bonds; and
20 WHEREAS, the City wishes to refund and pay the Prior Bonds on their maturity date of March l,
21 2010 by issuing its General Obligation TaY Increment Refunding Bonds, Series ?AlOA (the "Series
22 2010A Bonds"); and
2; WHEREAS, the HRA previously entered into Tax Increment Pledge Agreements for the Series
24 2004C Bonds and the Prior Bonds, pledging the Tax Increments and the revenues derived from the
25 District to the Series 2004C Bonds and the Frior Bonds, respectively; and
C{TY OF SAINT PAUL, MINNESOTA ��
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26 WHEREAS, the I�RA has approved the execution and delivery of a Tas Increment Pledge
27 Ageement, to be dated as of February 1, 2010 (the "Piedge AgreemenP'), between the HRA and the City,
28 pledging the Tas Increments ro the payment of the Series 2010A Bonds; and
29 WHEREAS, Springsted Incorporated, as £mancial advisor to the City, solicited proposals for the
30 purchase of the Series 2010A Bonds pursuant to an Official Statement (the "Official StatemenY'} and a
31 Terms of Proposal (the "I'erms of Proposal") therein; and
32 WHEREAS, the proposals to purchase the Series 2010A Bonds as set forth on EXHIBIT C
33 attached hereto were received by the CiCy pursuanCto the Terms of Proposal atthe offices of Springsted
34 Incorporated, at or before 3:30 P.M. on the date hereof; and
35 WHEREAS, the Director, Office of Financial Services, has advised the Council that the proposal
36 of the Purchaser (as defined below) was found to be the most advantageous and the Director, Office of
37 Financial Services has tecommended that the proposal of the Purchaser be accepted by the City.
38 NOW, THEREFORE, BE TT RESOLVED by the Council of the City of Saint Paul, Minnesota, as
39 follows:
40 1. Sale of Series 2010A Bonds. The City is proposing to issue and sell, pursuant to the
41 provisions of the Tax Increment Act and Minnesota Statutes, Chapter 475, as amended (the "Municipal
42 Debt AcP'), the Series 2010A Bonds in the orio nal aggregate principal amount of $2,670,000. The
43 proceeds derived from the sale of the Series 2010A Bonds aze to be applied to (i) the redemption and
44 payment of the Prior Bonds on their maturity date of Mazch 1, 2010, and (ii) the payment of costs of
45 issuance of the Series 2010A Bonds.
46 2. Awazd of the Series 2010A Bonds. The proposal of RBC Capital Mazkets Corporation
47 (the "Purchaser") to purchase the Series 2010A Bonds described in the Terms of Proposal incorporated
48 into the Official Statement (the "OfFicial Statement"), is hereby found and deternuned to be the most
49 favorable offer received and a reasonable offer and is hereby accepted, the proposal being to purchase the
50 Series 2010A Bonds at a price of $2,656,441.15 (the principal amount of the Series 2010A Bonds of
51 $2,670,000, plus an original issue premium in the amount of $12,661.65, less the Purchaser's discount of
52 $26,220.50), for Series 2010A Bonds bearing interest as set forth on EXHIBIT B hereto. The amount of
53 Series 2�10A Bonds authorized to be issued is the purchase price referenced above, all of which will be
54 applied to (i} the refunding and payment of the Prior Bonds, and (ri) the payment of the costs of issuing
55 the Series 2010A Bonds. Interest on the Series 2010A Bonds will be payable semiannually on March 1
56 and September 1 in each yeaz, commencing September 1, 2010, calculated on the basis of a 360-day yeaz
57 of twelve 30-day months. The interest on the Series 2010A Bonds is payable to the registered owners of
58 record thereof as of the close of business on the Fifreenth (15th) day of the immediately preceding month,
59 whether or not such day is a business day.
60 3. Execution of Purchase Aereement. The Director, Office of Financial Services and the
61 City Clerk, on behalf of the City, aze directed to execute a purchase agreement with the Purchaser related
62 to the Series 2010A Bonds.
63 4. Ori¢inal Issue Date; Denominations: Maturities. The Series 2010A Bonds shall be dated
64 February 25, 2010, the date of original issue, and shall be issued forthwith on or after such date as fully
65 regisiered bonds. Each of the Series 2010A Bonds shall be numbered from R-1 upwazd and shall be in
66 the denomination of $5,000 each or in any integral multiple thereof. The Series 2010A Bonds shall
67 mature on March 1 in the yeazs and amounts as set forth on EXHIBI'I' B attached hereto.
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68 5. Re�istraz. The City Treasurer is hereby appointed as the initial bond registrar and paying
69 agent (the "Registrar" and the "Paying AgenP') for the Series 2010A Bonds. The City Treasurer shall
70 serve as Registraz unless and untIl a successor Registraz is duly appointed. A successor Registrar sha11 be
71 an officer of the City or a bank or trust company eligible for designation as Registrar pursuant to the
72 Municipal Debt Act and may be appointed pursua�t to any contract the City and such successor Registraz
73 shall execute which is consistent herewith. The Rea straz shall also serve as Paying Agent unless and
74 until a successor Paying Agent is duly appointed. Principal and interest on the Series 2010A Bonds shall
75 be paid to the registered holder or holders of the Series 2010A Bonds (each a"Holder" or the "Holders")
76 in the manner set forth in the form of the Series 2010A Bonds. The effect of regstration and tbe rights
77 and duties of the City and the Registraz with respect thereto aze as follows;
78 (a) Register. The Registraz shall keep a bond register in which the Registraz provides for the
79 registration of ownership of the Series 2010A Bonds and the registration of transfers and exchanges of the
80 Series 2010A Bonds entitled to be registered, transferred, or exchanged.
81 (b) Transfer of Series 2010A Bonds. Upon surrender for transfer of a Series 20t0A Bond
82 duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form
83 satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly
84 authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of
85 the designated transferee or transferees, one or more new Series 2010A Bonds of a like aggregate
86 principal amount and maturity, as requested by the transferor. The Registraz may, however, close the
87 books for registration of any transfer after the fifreenth day of the month preceding each interest payment
88 date and until that interest payment date.
89 (c) Exchange of Series 2010A Bonds. When Series 2010A Bonds are surrendered by the
90 registered owner for exchange, the Registrar shall authenticate and deliver one or more new Series 2010A
91 Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the
92 owner's attorney in wriCing.
93 (d) Canceldation. Series 2010A Bonds surrendered upon Cransfei ox exchange shall be
94 promptly cancelled by the Registrar and thereafrer disposed of as directed by the City.
95 (e) Improper or Unauthorized Transfer. When a Series 2010A Bond is prese�ted to the
9b Registraz for transfer, the Registraz may refuse to transfer the Series 2010A Bond until the Registraz is
97 satisfied that the endorsement on the Series 2010A Bond or separate instrument of transfer is valid and
98 genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the
99 refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized.
100 (� Persons Deemed Owners. The City and the Registrar may ueat the person in whose
101 name a Series 2010A Bond is registered in the bond register as the absolute owner of the Series 2010A
102 Bond, whether the Series 2010A Bond is overdue or not, for the purpose of receiving payment of, or on
103 account of, the principal of and interest on the Series 2010A Bond and for a11 other purposes, and
104 payments so made to a registered owner or upon the owner's order shall be valid and effectual to satisfy
105 and discharge the liability upon the Series 2010A Bond to the extent of the sum or sums so paid.
106 (g) Taxes, Fees, and Charges. The Registrar may impose a chazge upon the owner thereof
107 for a transfer or exchange of Series 2010A Bonds sufficient to reimburse the Registraz for any taY, fee, or
108 other governmental charge required to be paid with respect to the transfer or exchange.
109 (h) Mutilated, Lost, Stolen or Destroyed Bond. If a Series 2010A Bond becomes mutilated
110 or is destroyed, stolen, or lost, the Registraz shall deliver a new Series 2010A Bond of like amount,
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I 11 number, maturity date, and tenor in exchange and substitution for and upon cancellation of the mutilated
112 Series 2010A Bond or in lieu of and in substitution for any Series 2010A Bond destroyed, stolen, or Lost,
113 upon the payment of the reasonable expenses and chazges of the Registraz in connection therewith; and, in
114 the case of a Series 2010A Bond destroyed, stolen, or lost, upon filing with the Registrar of evidence
I 15 satisfactory to it that the Series 2010A Bond was destroyed, stolen, or lost, and of the ownership thereof,
ll6 and upon fiunishing to the Registraz an appropriate bond or indemnity in form, substance, and amount
117 sarisfactory to it and as provided by law, in which both the City and the Re�strar must be named as
ll8 obligees. Series 2010A Bonds so surrendered to the Registrar shall be cancelled by the Registraz and
119 evidence of such car�cellation shall be o ven to the City. If the mutilated, destroyed, stolen, or lost Series
120 2010A Bond has already matured or been called for redemgtion in accordance with its teans, it is not
121 necessary to issue a new Series 2010A Bond prior to payment.
122 6. Reeistration and Payment. The Series 2010A Bonds will be issued only in fully
123 regstered form. The interest thereon and, upon surrender of each Series 2010A Bond, the principal
124 amount thereof, is payable by check or draft issued by the Registrar described herein. Each Series 2010A
125 Bond shall be dated as of the last interest payment date preceding the date of authentication Co which
126 ioterest on the Series 2010A Bonds has been paid or made available for payment, unlesst (i) the date of
127 authentication is an interest payment date to which interest has been paid or made available for payment,
128 in which case the Series 2010A Bonds will be dated as of the daCe of authentication; or (ii) the date of
129 authentication is priot to the first interest payment date, in which case the Series 2010A Bonds will be
130 dated as of the date of original issue. The Series 2010A Bonds shall beaz interest at the rates per annum
131 as set forth in Appendix B attached hereto.
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RedemQtion.
(a) Optional Redemption. The City may elect on Mazch 1, 2020, and on any day thereafter,
to prepay Series 2010A Bonds due on or after Mazch l, 2021. Optional redemptions of the Series 2010A
Bonds may be in whole or in part and if in part at the optio� of the City and in such manner as the City
shall deternune. If less than all Series 2010A Bonds of a maturity aze called for redemption, the City will
notify DTC (as defined herein) of the particular amount of such maturity to be prepaid. DTC will
deternune by lot the amount of each participant's interest in such maturiry to be redeemed and each
par[icipant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All
optional redemptions of the Series 2010A Bonds shall be at a price of par plus accrued interest to the
redemption date.
(b) Scheduled Mandatory Redemption. The Term Bond maturing on Mazch 1, 2031, is
subject to redemption and prepayment at a price oF par plus accrued interest, without premium, on the
dates a�d in the amounts set forth below:
Sinking Fund Date
March 1 Principal Amount
2030 $165,000
2031 170,000
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(c) Selection af Bonds to be Redeemed: Redemption Procedure. In Che even[ any of the
Series 2010A Bonds aze called for redemption, notice thereof idemifying the Series 2010A Bonds to be
redeemed shall be given by the Registrar by mailing a copy of the redemption notice by first class mail
(postage prepaid) to the registered owner of each Series 2010A Bonds to be redeemed at the address
shown on the regisuation books kept by the Registrar and by publishing the notice if required by law.
Failure to give notice by publication or by mail to any registered owner, or any defect therein, sha11 not
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152 affect the validity of the proceedings for the redemption of Series 2010A Bonds. Series 2010A Bonds so
153 called for redemption shall cease to bear interest after the specified redemption date, provided that the
ISa funds for the redemption are on deposit with the Registraz at that time.
155 (d) Notice of Redemption. The Registraz sha11 call Series 2�1�A Bonds for optional
156 redemption and prepayment as herein provided upon receipt by the Registrar at least forty-five (45) days
157 prior to the redemption date of a request oP the City, in written form if the Registraz is other than a City
ISS officer. Such request shall specify the series and principal amount of Series 2010A Bonds to be called for
159 redemption and the redemption date. The forty-five (45) days notice requirement to the Registrar by the
160 City shall be waived, if at the time of such notice of redemption, the City Treasurer is serving as the
161 Registraz and Paying Agent for the Series 2010A Bonds.
162 Mailed notice of optional redemption shall be given to the Paying Agent (if other than a City
163 officer) and to each affected Holder. If and when the City shall call any of the Series 2010A Bonds for
164 redemption and prepayment prior to the stated maturity thereof, the Registrar shall give written notice in
165 the name of the City of its intention to redeem and pay such Series 2010A Bonds at the office of the
lb6 Registrar. Notice of redemption shall be given by first class mail, postage prepaid, mailed not less tha�
167 thirty (30) days prior to the redemption date, to each Holder of Series 2010A Bonds to be redeemed, at
168 the address appeazing in the Bond Register. A11 notices of optionaL �edemption shall state: (i) the
164 iedemption date; (ii) the redemption price; (iii) if less than all outstanding Series 2010A Bonds are to be
170 redeemed, the idenlification (and, in the case of partial redemption, the respective principal amaunts) af
171 the Series 2010A Bonds to be redeemed; (iv) that on the optional redemption date, the redemption price
172 will become due and payable upon each such Series 2010A Bond, and that interest thereon shall cease to
173 accrue from and after said date; and (v) the place where such Series 2010A Bonds are to be sunendered
174 for payment of the redemption price (which shall be the office of the Registrar).
175 Notices to DTC or its nominee shall contain the CUSIP numbers of the Series 2010A Bonds. If
176 there are any Holders of the Series 2010A Bonds other than DTC or its nominee, the Registrar shall use
177 its best efforts to deliver any such notice to DTC on the business day next preceding the date of mailing of
178 such notice to all other Holders.
179 8. Form of Series 2010A Bonds. All of the provisions of the Series 2010A Bonds, when
180 executed as authorized herein, shall be deemed to be a par[ of this Resolution as fully and to the same
181 extent as if incorporated verbatim herein and shall be in fu11 force and effect from the date of execution
182 and delivery thereof. The Series 2010A Bonds shall be substantially in the form attached to this
183 Resolution as EXHffiIT A, which form is hereby approved, with such necessary and appropriate
184 variations, omissions, and insertions (including changes to the aggregate principal amount of each series
185 of the Series 2010A Bonds, the stated maturities of the Series 2010A Bonds, the interest rates on the
186 Series 2010A Bonds, the terms of redemption of the Series 2010A Bonds, and variation from City
187 policies regzsding methods of offering general obligation bonds) as the City Treasurer and Director,
188 Office of Financial Services, or their respective deputies, in their discretion, shall deternune and delivery
189 of the Series 2010A Bonds by the City shall be conclusive evidence of such deternunations.
190 The City Treasurer is authorized and directed to obtain a copy of the proposed approving legal
191 opinion of Kennedy & Graven, Chartered, Saint Paul, Minnesota, which shall be complete except as to
192 dating thereof and cause the opinion to accompany each Series 2010A Bond.
193 9. Execution. The Series 2010A Bonds shall be executed on behalf of the City by the
194 signature of its Mayor, City Clerk, and Director, Office of Financial Services, each with the effect noted
195 on the form of the Series 2010A Bonds, and provided that any of such signatures may be printed or
196 photocopied facsimiles and the corporate seal may be omitted on the Series 2010A Bonds as pernutted by
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197 law and the City Charter. In the event of disability or resignation or other absence of any such officer, the
198 Series 2010A Bonds may be signed by the manual or facsimile signature of that officer who may act on
199 behalf of such absent or disabled officer. Tn case any such officer whose signamre or facsimile of whose
200 signature shall appear on the Series 2010A Bonds shall cease to be such officer before the delivery of the
201 Series 2010A Bonds, such signature or facsimile shall neveRheless be valid and sufficient for all
202 purposes, the same as if he or she had remained in office until delivery.
203 10. Authentication; Date of Reoistration. No Series 2010A Bond shall be valid or obligatory
204 for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of
205 Authentication on such Series 2010A Sond, substantially in the form set forth in EXHIBIT A, shall have
2Q6 been duly executed by an authorized representative of the Registrar. Certificates of Authenticatio� on
207 different Series 2010A Bonds need not be signed by the same person. The Registraz shall authenticate the
208 signatures of officers of the City on each Series 2010A Bond by execution of the Certificate of
209 Authentication on the Series 2010A Bond and by inserting as the date of registration in the space
210 provided the date on which the Series 2010A Bond is authenticated. For purposes of delivering the
211 original Series 2010A Bonds to the Purchaser, the Registrar shall insert as the date of registration the date
212 of original issue.
213 1 I. Holders; Treatment of Reeistered Owner; Consent of Holders.
214 (a) Beneficial Owners. For the purposes of all actions, consents, and other matters affecting
215 Holders of the Series 2010A Bonds, other than payments, redemptions, and purchases, the City may (but
216 shall not be obligated to) treat as the Holder of a Series 2010A Bond the beneficial owner of the Series
217 2010A Bond instead of the peLSOn in whose name the Series 201QA Bond is registexed. Fox that purpose,
218 the City may ascertain the identity of the beneficial owner of the Series ?AlOA Bond by such means as
219 the Registrar, in its sole discretion, deems appcopriaCe, including but not limited to a certificate from the
220 person in whose name the Series 2010A Bond is registered identifying such beneficial owner.
221 (b) Registered dwners. The City and Registrar may treat the person in whose name any
222 Series 2010A Bond is registered as the owner of such Series 2010A Bond for the purpose of receiving
223 payment of principal of and premium, if any, and interest on such Series 2010A Bond and for all other
224 purposes whatsoever whether or not such Series 2010A Boad shall be overdue, arid neither the City nor
225 the Registrar shall be affected by notice to the contrazy.
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(c) Actions of Holders. Any consent, request, direction, approval, objection, or other
instrument to be signed and executed by the Holders may be in any number of concurrent writings of
similar tenor and must be signed or executed by such Holders in gerson or by agent appointed in writing.
Proof of the execution of any such consent, request, direction, approvai, objection, or other instrnment, or
of the writing appointing any such agent and of the ownership of Series 2Q10A 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 regazd to any action taken by it under such request or other instmment, namely:
(i) the fact and date of the execution by any person of any such writing may be proved by the certificate
of a�y officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction
that the person signing such writing acla�owledged before him the exewtion thereof, or by an aff'idavit of
any witness to such execution; and (ii) subject to the provisions of subparagraph (a) above, the fact of the
ownership by any person of Series 2010A Bonds and the amounts and numbers of such Series 2010A
Bonds, and the date of the holding o£ the same, may be proved by reference to the bond register.
239 12. Book-EntrySvstem.
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240 (a) The Depository Trust Company. The Series 2010A Bonds will be initially issued in the
241 form of a separate single typewritten or printed fully reb stered Series 2010A Bond for each of the
242 maturities of the Series 2010A Bonds. Upon initial issuance, the ownership of each Series 2010A Bond
243 will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee
244 for The Depository Trust Company, New York, New York, and its successors and assigns ("DTC").
245 Except as provided in this Section 1 I, all of the outstanding Series 2010A Bonds wiil be registered in the
246 registcation books kept by the Registrar in the name of Cede & Co., as nominee of DTC.
247 (b) Participants. With respect to Series 2010A Bonds registered in the registration books
248 kept by the Registraz in the name of Cede & Co., as nominee of DTC, the City, the Registraz, and the
249 Paying Agent will have no responsibility or obligauon to any broker dealers, banks, and other 5nancial
250 institutions from time to time for which DTC holds Series 2010A Bonds as securities depository
251 ("Participants") or to any other person on behalf of which a Participant holds an interest in the Series
252 2010A Bonds, including but not limited to any responsibility or obligation with respect to: (i) the
253 accuracy of the records of Cede & Co., DTC, or any Participant with respect to any ownership interest in
254 the Series 2010A Bonds; (ii) the delivery to any Participant or any other person (other than a registered
255 owner of Series 2010A Bonds, as shown by the registration books kept by the Registraz), of any notice
256 with respect to the Series 2010A Bonds, including any notice of redemption; or (iii) the payment to any
257 Participant or any other person, other than a registered owner of Series 2010A Bonds, of any amount with
258 respect to principal of, premium, if any, or interest on the Series 2010A Bonds. The City, the Registrar,
259 and the Paying Agent may treat and consider the person in whose name each Series 2010A Boud is
260 registered in the registration books kept by the Registrar as the holder and absolute owner of such Series
261 2010A Bond for the purpose of payment of principal, premium, and interest with respect to such Series
262 2010A Bond, for the purpose of registering transfers with respect to such Series 2010A Bonds, and for all
263 other purposes The Paying Agent shall pay all principal of, premium, if any, and interest on the Sezies
264 2010A Bonds onl� to or on the order of the respective registered owners, as shown in the registration
265 books kept by the Registraz, and all such payments will be valid and effectual to fully satisfy and
266 discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on
267 the Series 2010A Bonds to the extent of the sum or sums so paid. No person other than a registered
268 owner of a Series 2010A Bond, as shown in the registration books kept by the Registrar, will receive a
269 certificated Series 2010A Bond evidencing the obligation of tbis Resolution. Upon delivery by DTC to
270 ffie City Clerk of a written notice to the effect that DTC has deternuned to substiCUte a new nominee in
271 place of Cede & Co., the words "Cede & Co." shall refer to such new nominee of DTC; and upon receipt
272 of such a notice, the City Clerk shall promptly deliver a copy of the same to the Registrar and Paying
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274 (c} Representat4on Letter. The City has heretofore executed and delivered to DTC a Blanket
275 Issuer Letter of Representauons (the "Representation I.etter") which shall govern payment of principal of,
276 premium, if any, and interest on the Series 2010A Bonds and notices with respect to the Series 2010A
277 Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Series
278 2010A Sonds shall agree to take all actions necessazy for all representations of the City in the
279 Representation Letter with respect to the Registrar and Paying Agent, respectively, to be complied with at
280 all times.
281 (d) Transfers Outside Book-Entry System. In the event the City, by resolution of the City
292 Council, determines that it is in the best interests of the persons having beneficial interests in the Series
283 2010A Bonds that they be able to obtain Series 2010A Bond certificates, the City will notify DTC,
284 whereupon DTC will notify the Participants, of the availability through DTC of Series 2010A Bond
285 certificates. In such event the City will issue, transfer, a�d exchange Series 2010A Bond certificates as
286 requested by DTC and any other registered owners in accordance with the provisions of this Resolution.
287 DTC may determine to discontinue providing its services witb respece to the Series 2010A Bonds at any
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288 time by giving notice to the City and dischazb ng its responsibilities with respect thereto under applicabie
289 law. In such event, if no successor securities depository is appointed, the City shall issue and the
290 Registraz shall authenticate Series 2010A Bond cer[ificates in accordance with this Resolution and the
291 provisions hereof shall apply to the transfer, exchange, and method of payment thereof.
292 (e) Payments to DTC. Notwithstanding any other provision of this Resolution ta the
293 contrary, so long as a Series 2010A Bond is registered in the name of Cede & Co., as nominee of DTC,
294 payments with respect to principal of, premium, if any, and interest on the Series 2010A Bonds arid all
295 notices with respect to the Series 2010A Bonds shall be made and b ven, respectively, in the manner
296 provided in DTC's Operational Arrangements, as set forth in the Representation L,etter.
297 13. Delivery; Aoplication of Proceeds. The 5eries 2010A Bonds when so prepazed and
298 executed shall be delivered by the Director, Office of Financial Services, to the Purchaser upon receipt of
299 the purchase price, and the Purchaser shall �ot be obliaed to see to the propec application thereof.
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14. Funds and Accounts.
(a) Bond Fund. There has heretofore been creazed a special fund of the City designated the
"Series 2007B Bond Fund" (the "Bond Fund"), to be held and administered by the City Treasurer,
separate and apart from all other accounts of the City. The Band Fund is hereby re-designated the "Series
2010A Bond Fund". For the convenience and proper administration of the money to be borrowed and
repaid on the Prior Bonds and Series 2010A Bonds, and to make adequate and specific security to the
Purchaser and holders from time to time of the Prior Bonds and the Series 2� l0A Bonds, there have been
heretofore created in the Bond Fund the accounts provided below, to be administered and maintained as
bookkeeping accounts in the Bond Fund sepazate and apart from all other accounts maintained therein.
Tha Bond Fund shall be maintained in the manner herein specified until all of the Series 2010A Bonds
and the interest thereon have been fully paid. There shall be maintained in the Fund two (2) separate
accounts, to be designated the "Construction AccounP' and "Debt Service AccaunP', xespectively.
312 (i) Construction Account. All proceeds of the sale of the Frior Bonds other than
313 amounts representing accrued interest and capitalized interest have heretofore been deposited in
314 the Construction Account. There shall also be credited to said account the proceeds received
315 from the sale of the Series 2010A Bonds less such amount, together with other funds then on
316 hand irrevocably appropriated to the Debt Service Account, as is necessary to pay the principal
317 of, and interest on, the Prior Bonds or Series 2010A Bonds, respectively. The Construction
318 Account shall be used to pay costs of issuing the Series 2010A Bonds (which the City may do
319 directly without the request or duection of the Authority) and to pay costs of the Project on the
320 xequest and direction of the Authority, when the Authority is acting in accordance with the
321 Development Ageement or Tax Increment Plan. The moneys in the Construction Account shall
322 be used solely for the purposes set forth herein a�d for no other purpose. Any excess in the
323 Construction Account after the payment of the costs of the Project and the costs of issuing the
324 Prior Bonds and Series 2010A Bonds shall be deposited in the Debt Service Account.
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(ii) Debt Service Account. To the Debt Service Account there is hereby pledged and
irrevocably appropriated and there shall be credited: (1) all acerued interesC on the Frior Bonds
and Series 2010A Bonds; (2) capitalized interest, if any, received from the sale of the Prior
Bonds; (3) tax increments derived from the District and received by the City pursuant to the
Pledge Agreement, subject to any priority pledges of such tax increments and provided that tax
increments in excess of amounts necessary to pay the principal of and interest on the Prior Bonds
and Series 2010A Bonds may be used otherwise as provided by law; (4) any collections of all
tases hereafrer levied for the payment of the Series 2010A Bonds and interest theceon; (5) any
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333 amounts transfened from the Construction Account; (6) the proceeds of the Series 2010A Bonds
334 in an amount, together with other moneys then on hand irrevocably appropriated to said account
335 by the HRA or the City, as is necessary to pay the principal of, and interest on, the Prior Bonds,
336 (7) all investment eaznings on funds in the Debt Service Account; and (8) any and all other
337 moneys which are properly available and aze appropriated by the goveming body of the City to
338 the Debt Service Account.
339 The money in the Debt Service Account shall be used solely to pay the principal and
340 interest and any premiums for redemption of the Prior Bonds and Series 2010A Bonds and any
341 other bonds of the City hereafter issued by the City and made payable fzom the Debt Service
342 Account as provided by law, or to pay any rebate due to the United States. No portion of the
343 proceeds of the Prior Bonds or Series 2010A Bonds shall be used directly or indirectly to acquire
344 higher yielding investments or to replace funds which were used directly or indirectly to acquire
345 higher yielding investments, except (1) for a reasonable temporary period until such proceeds are
346 needed for the purpose for which the Prior Bonds and Series 2010A Bonds were issued, and (2) in
347 addition to the above in an amount not greater than $100,000. To this effect, any proceeds of the
348 Series 2010A Bonds and any sums from time to time held in the Construction Account or Debt
349 Service Account allocated to the Series 2010A Bonds (or any other City account which will be
350 used to pay Qrincipal or interest to become due on the Series 2010A Bonds) in excess of amounts
351 which under then-applicable federal azbitrage regulations may be invested without regazd as to
352 yield shall not be invested at a yield in excess of tYie applicable yield restrictions imposed by said
353 azbitrage regulations on such investments after taking into account any applicable "temporary
354 periods" or "minor portion" made available under the federal arbitrage regulations. In addition,
355 the proceeds of the Series 2010A Bonds and money in the Construction Account or Debt Service
356 Account shall not be invested in obligations or deposits issued by, guaranteed by or insured by
357 the United States or any agency or instrumentality thereaf if and to the extent that such
358 investment would cause the Series 2010A Bonds to be "federaily guaranteed" within the meaning
359 of Section 149@) of the federal Intemal Revenue Code of 1986, as amended (the "Code").
36a
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(b) Arbitrage Restrictions. The money in the Bond Fund shall be used solely as provided
herein, or to pay any rebate due to the United States. No portion of the proceeds of the Series 2010A
Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which
were used directly or indirectly to acquire higher yielding investments, except (i) for a reasonable
temporazy period unul such proceeds aze needed for the purpose for which the Series 2010A Bonds were
issued, and (ii) in addition to [he amounts referred to in clause (i) in an amount not a eater than $100,000.
To this effect, any proceeds of the Series 2010A Bonds and any sums from time to time held in the Debt
Service Account allocated to the Series 2010A Bonds (or any other City account which will be used to
pay principal or interest to become due on the Series 2010A Bonds) in excess of amounts which, under
then applicable federal arbitrage regulations, may be invested without regazd as to yield shall not be
invested at a yield in excess of the applicable yield restrictions imposed by said azbitrage cea larions on
such investments afrer taking into account any applicable "temporary periods" oi "minor partion" made
available under the federal azbitrage regulations. In addition, the proceeds of the Series 2010A Bonds and
money allocated to the Series 2010A Bonds in the Debt Service Account shall not be invested in
obligations or deposits issued by, guaranteed by, or insured by the United States of America, or any
agency or instrumentality thereof, if and to the extent that such investment would cause the Series 2010A
Bonds to be deemed to be "federally guazanteed" within the meaning of Section 149(b) of the Code.
377 (c) Allocation of Irrvestment Earnings. Unless otherwise directed in writing by the Ciry
378 Treasurer, Investment eamings, net of rebatable arbivage, shall be credited to the fund or account from
379 which the investment was made.
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380 (d) Other Accour:ts and Subaccounu. The City Treasurer is hereby authorized to create such
381 accounts or subaccounts within the Bond Fund (and accounts therein) to properiy administer such funds
382 and accounts and to assure compliance with the preceding pazagraphs, and Sections 19 and 20 hereof.
383 Specifically, the City Treasurer may create separate accounts and subaccounts to hold and apply the
384 proceeds of the Series 2010A Bonds and revenues pledged to payment thereof.
385 15. Pledee of Tax Increments; Coveraoe Test. All of the Tax Increments (subject to the
386 terms of the Pledge Aa eement and this ResoluCion) aze hereby pledged to the payment of the Series
387 2010A Bonds and the interest thereon, but only to the extent of an amount equal, with other pledged
388 sources, to one hundred five percent (105%) of the principal and interest requirements of the Series
389 2010A Bonds. Revenues shall be used to pay debt service on the Series 2010A Bonds in accordance with
390 the terms of Section 13 of this Resolution. Bevenues received in each year in excess of the amount
391 required to pay the debt service on the Series 2010A Bonds shall be released from the funds, free and
392 cleaz of fhe pledge stated in this Section 14, as provided in Section 13 of this Kesolution.
393 The Tax Increments are such that if collected in full they, together with investment earnings, and
394 other revenues herein pledged for the payment of the Series 2010A Bonds, will produce at least five
395 percent (5%) in excess of the amount needed to meet when due the principal and interest payments on the
396 Series 2010A Bonds. The estimated amount of Tax Increments to be received over the term of the Series
347 2010A Bonds, and the use of Tax Increments as provided herein, aze such that more than twenty percent
398 (20°fo) of the total amount to be paid as principal and interest an the Series 2010A Bonds over their term
399 shall be paid from Tax Increments, all within the meaning of Section 475.58 of the Municipal Debt Act.
400 Annually at tbe times tases are required to be levied, the City shall esrimate the su£ficiency of the
401 Bond Fund. In the event that it is anticipated that the aggregate amount in (or to be rimely received in)
402 the Bond Fund will not be sufficient to pay principal of and intezest on the Series 2010A Bonds to
403 become due in tl�e next eighteen (18) months, the City shall levy an ad valorem ta� in such amount as is
404 estimated, with other sources, to be necessary to pay the principal of, and interest on, the Series 2010A
405 Bonds to become due during such period.
406 16. Tax Increments: Pledee Aereement. The County Auditor has previously certified the
407 original tas capacity of real property within District, and has cove�anted not to withdiaw or limit such
408 request. Under the provisions of Section 469.177 of the Tax Increment Act, the County Auditor will
409 remit to the HRA as tas increment that portion of the tases paid each year on real property in the District
410 which represents the taxes on captured tati capacity (being tas capacity of the property less said original
411 tax capacity) provided that the HRA shall request [hat the County Auditor remit such funds direcCly to the
412 City Treasurer. Tax increments not required to pay the principal of and interest on the Series 2010A
413 Bonds may be used for any propec purpose of the City allowable under the terms of Che Tax Inccement
414 Act.
415 Prior to issuance of the Series 2010A Bonds, the City and F�RA shall enter into the Pledge
416 Agreement under the terms of which the Tax Increments pledged to payment of the Series 2010A Bonds
417 aze remitted to the City. Tax Increments maq be pledged to other purposes by the HRA. The priority of
418 such pledges may be superior, subordinate, or on a parity with the pledge made in this Resolution, such
419 priority to be determined az the time thereof. A superior or parity pledge of Tas Increments shall only be
420 made with the consent of t1�e City, but a subordinate pledge may be made without the consent of the City.
421 Notwithstanding any provision herein to the contrary, the City reserves the right to temunate or reduce
422 the Tax Increments pledged to the payment of the Series 2010A Bonds and interest thereon to the extent
423 and in the manner pernutted by law so long as such action does not preclude the City from paying when
424 due the debt service on the Series 2Q10A Bonds or otherwise impair the validity of the Series 2010A
425 Bonds or the City's full faith and credit pledge to the Series 2010A Bonds.
R�]
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426 The form of the Pledge Agreement currendy on file with the City is hereby approved, and shall be
427 executed on behalf of the City by the Mayor, City Clerk, and Director, Office of Financial Serv3ces, in
428 substantially the form approved, with such changes, modifications, additions, and deletions as shall be
429 necessary and appropriate and approved by the City Attorney. So long as the Series 2010A Bonds remain
430 outstanding, the City shall comply with the provisions of the Fledge Agreement as from time to time
431 supplemented or amended.
432 17. General Obli tia� on Pled,�e. For the prompt and full payment of the principal and interest
433 on the Series 2010A Bonds, as the same respectively become due, the full faith and credit and taxing
434 powers of the City shall be and aze hereby irrevocably pledged. If the balance in the Bond Fund is ever
435 insufficient to pay all principal and interest then due on the Series 2010A Bonds payable therefrom, the
436 deficiency shall be prompfly paid out of any other funds of the City which are available for such purpQSe,
437 including the general fund of the City, and such other funds may be reimbursed with or without interest
438 from the Bond Fund when a sufficient balance is available therein.
439 18. Certificate of Re¢istration. The Director, Office of Financial Services, is hereby directed
4�0 to file a certified copy of this resolution with the County Auditor of Ramsey County, Minnesota, together
441 with such other information as the County Auditor shall require, and to obtain the County Auditor's
442 certificate that the Series 2010A Bonds have been entered in the Cou�ty Auditor's Bond Register, and
443 that the Pledge Agreement has been filed with the County Auditor.
444 19. Records and Certificates. The officers of the Ciry are hereby authorized and directed w
445 prepaze and fumish to the Purchaser, and to Kennedy & Graven, Chartered, bond counsel to the City,
446 certified copies of all proaeedings and records of the City relaYing to the Series 2010A Bonds and to the
447 financial condition a�d affairs of the City, and such other affidavits, certificates, and information as are
448 required to show the facts relaring to the legality and marketabiliry of the Series 2010A Bonds as the same
449 appear from the books and records under their custody and control or as otherwise known to them, and all
450 such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed
451 iepresentations of the City as to the facts recited therein.
452 AI1 documents, certificates, and instruments relating to the issuance of the Series 2010A Bonds,
453 including the forms of the Series 2010A Bonds may be executed and delivered by the Mayor, the City
454 Clerk, and Director, Office of Financial Services, or their designees or executive assistants, or, in the case
455 of the Mayor, the Assistant Mayor, as determined by Kennedy & Graven, Chartered, as bond counsel to
456 the City, and the Office of the City Attomey.
457 20. Ne�arive Covenants as to Use of Proceeds and Improvements. The City hereby
458 covenants not to use (or pernut the HRA to use) the proceeds of the Series 2010A Bonds or to use (or
459 pemut the HRA to use) the public infrashuctuie improvements refinanced with the pcoceeds of the Series
460 2010A Bonds, or to cause or pernut (or pemut the HRA to cause or pernut) them or any of them to be
461 used, or to enter into (or permit the HRA to enter into) any defened payment arraagements for the cost of
462 such public infrastructure improvements, in such a manner as to cause the Series 2010A Bonds to be
463 "private activity bonds" within the meaning of Section 103 and Sections 141 through 150 of the Code.
464 The City hereby covenants not to use (or to pernut the HRA to use) the proceeds of the Series 201QA
465 Bonds in such a manner as to cause the Series 2010A Bonds to be "hedge bonds" within the meaning of
466 Section 149(g) of the Code.
467 21. TaY Exemot Status of the Series 2010A Bonds: Rebate• Elections. The City shall comply
468 with all requirements necessary under the Code to establish and maintain the exclusion from gross income
469 under Section 103 of the Code of the interest on the Series 2010A Bonds including, without limitation,
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470 requirements relating to temporary periods for investments, limitations on amounts invested at a yield
471 greater than the yield on the Series 2010A Bonds, and the rebate of excess investment eamings to the
472 United 5tates. If any elections are now or hereafter available with respect to azbitrage or rebate matters
473 relating to the Series 2010A Bonds, the Mayor, Clerk, City Treasurer, and Director, Office of Financial
474 Services, or any of them, aze hereby authorized and directed to make such elections as they deem
475 necessary, appropriate, or desirable in connection with the Series 2010A Bonds, and all such elections
476 shall be, and shall be deemed and treated as, elections of the City.
477 22. No DesiQnation of Oualified Tax Exempt Oblieations. The Series 2010A Bonds,
478 together with other obligations issued by the City in 2004, exceed in amount those which may be
479 qualified as "qualified tax-exempt obligations" within the meaning of Section 265{b)(3} of the Code, and
480 hence aze not designated for such pucpose.
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23. Other Aereements: Official Statement. There have been submitted to this City Council
the form of the PLedge Agreement between the City and the HRA and the Official Statement. The use and
distribution of the Official Statement and of an Addendum to the Official Statement, by the Purchaser in
connection with the offer and sale of the Series 2010A Bonds is hereby approved. The Mayor, City
Clerk, City Debt Manager, and Director, Office of Financial Services aze authorized and directed to
certify that they have examined the Official Statement, as supplemented by the Addendum to the Official
Statement, and that to the best of their imowledge and belief the Official Statement is a complete and
accurate representation of the facts and representations made therein as of the date of the Official
Statement and that the Official Statement does nat, at the date of closing, and did not, as of its date,
contain any untme statement of a material fact or omit to state any material fact necessary in order to
make the statements made therein, in the light of the circumstances under which they were made, not
misleading.
24. Continuine Disclosure. In order to satisfy the continuing disclosure requirements of
Rule 15c2-12(b)(5), 17 CFR §240.1Sc2-12, promulgated by the Securities Exchange Commission under
the Securities Exchange Act of 1934, as amended, the appropriate officials of the City are hereby
authorized and directed tQ execute and delivet a continuing disclosure undertaking substantially in the
form of the Conrinuing Disclosure Cenificate set forth in Appendix II of the Official SCatement (the
"Continuing Disclosure Certificate"). The Continuing Disclosure Certificate is hereby approved with
sach changes, modifications, additions, and deletions as shall be necessazy and appropriate and approved
by the City Attorney.
501 25. Severabilitv. If any section, paragraph, or provision of this resolution shall be held to be
502 invalid or unenforceabie for any reason, the invalidity, or unenforceability of such section, pazagraph, or
503 provision shall not affect any of the remaining provlsions of thls Resolution.
504 26. Headines. Headings in this ResolutiQn aze included for convenience of refeience only
505 and aze not a part hereof, a�d shall not limit or define the mea�ing of a�y provision hereof.
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Requested by Department of:
�i LtQ.1.iP.%U.� �?�2 L'-lC
AQproved tLy
B
Approved by
By:
for Su�d4ission to Council
Adoption Ceftif'ied by C uncil Secretazy B y'
BY� __�������/L%CSP/�
Approved b,�c., _( Date
�
O
13
Adopted by Date
Council: �����/G'
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet c�reen aneet �
io-is2
FS — Financial Services
02 FEB 2010
Green Sheet NO: 3097617
Contact Person 8 Phone:
Bob Geurs
266-8837
Must Be on Council Agenda by (Date):
16-FEB-10
Doc. Type: RESOLUTION W/$
TRANSACTION
E-DocumeM Required: N
DocumentCOntact: BobGeurs
Cnntad Phone: 26G8837
�
Assign
Number
For
Routing
Orcier
Total # of Signature Pages _(Clip Ail Locations for Signature)
0 �F'inancial5ervices � �� �
7 inanciat Services De ar nt irector
2 inancial Services �oancial S� erv��es �D
Action Requested:
Execute attached resolution. Awarding the sale of GO TI Refunding Bonds (Koch-Mobile), Series 2010A, fixing the form terms of
Series 2010A bonds and direcring the execution and delivery and pledging tax increment for the payment thereof.
Recommendations: Approve (A) or Reject (R):
Planning Commrssion
CIB Committee
Civil Service Commission
Personal Service Contracts Must Answer the Fotfowing Questions:
1. Has this person/flttn ever worked under a contrect for this department?
Yes No
2. Has this person/fittn ever been a city empioyee?
Yes No
3. Does ihis personlfirm possess a skill not normally possessed by any
current city employee?
Yes No
6cplain all yes answers on separete sheet and attach to green sheet.
Initiafing Problem, issues, Opportunity (Who, What, When, Where, Why):
The bonds aze part of the ZO10 winter bond sale. City Council gave preluninary approval on ll20/10 CF#10-45
AdvanWges If Approved:
The bonds will be sold
DisadvanWges If Approved:
None known
Disadvantages If Not Approved:
Bond proceeds will not be auailable as a financing source.
Total Amount of
Transaction:
Funding Source:
Fnancial Information:
(Explain)
Cost/Revenue Budgeted:
Activity Number:
Februarv 2. 2010 938 AM p��P �
EXI�BIT A
FORM OF SERTES 2010A BOND
LTNI'I'ED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
�
CITY OF SAIN'I' PAUL, MINNESOTA
GENERAL OBLIGATION TAX INCREMENT` REFUNDING BOND
(KOCH/MOBIL PRO7EC'1�
SERIES 2010A
INTEREST RATE
DATE OF
MATCJRITY DATE ORIGINAL TSSUE
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$
CUSIP
Februazy 25, 2010
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the Ciry of Saint Paul, Ramsey County,
Minnesota (the "Issuer" or "City"}, certifies that it is indebted and for value received promises [o pay to
the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the
principal amount specified above, on the maturity date specified above, unless called for earlier
redemption, and to pay interest thereon semiannually on March 1 and September 1 of each year (each, an
"Interest Payment Date"), commencing Septembec 1, ?A10, at the rate pec annum specified above
(calculated on the basis of a 360-day yeaz of twelve 30-day months) until the principal sum is paid or has
been provided for. This Series 2010A Bond will beaz interest from the most recent Interest Payment Date
to which interest has been paid or, if no interest, has been paid, from the date of original issue hereof.
The principal of and premium, if any, on this Series 2010A Bond aze payable by check or draft in next
day funds or its equivalent (or by wire transfer in immediately available funds if payment in such form is
necessary to meet the timing requirements below) upon presentation and surrender hereof at the principal
office of the Treasurer of the City (the "City Treasurer"), acting as paying agent, or any successor paying
agent duly appointed by the Issuer. The principal of and premium, if any, and interest on this Series
2010A Bond are payable in lawful money of the United States of America.
Date of Pavment Not Business Day. ff the date for payment of the principal of, premium, if any,
or interest on this Series 2010A Bond shall be a Saturday, Sunday, legal holiday, or a day on which
banking institutions in the City of New York, New York, or the city where the principal office of the
Registraz is located aze authorized by law or executive order to close, then the date for such payment shall
be the next succeeding day which is not a Saturday, Sunday, legal holiday, or a day on which such
banking instimtions are authorized to close, and payment on such date shall have the same force and
effect as if made on the nominal date of payment.
Redem�tion. All Bonds of this issue {the "Series 2010A Bonds") maturing in the years 2021
through 2031, both inclusive, aze sub}ect to redemption and prepayment at the option of the Issuer on
Mazch 1, 2020, and on any day thereafter at a price of par pius accrued interest to the date of redemption.
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Redemption may be in whole or in part of the Series 2010A Bonds subject to prepayment. If redemption
is in part, those Series 2010A Bonds remaining unpaid may be prepaid in such order of maturity and in
such amount per maturity as the City shall determine; and if only part of the Series 2010A Bonds having a
common maturity date aze called for prepayment, this Series 2010A Bond may be prepaid in $5,000
increments of principal. Series 2010A Bonds or portions thereof called for redemption shall be due and
payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption
date.
[For 2031 Bond - Scheduled Mandatorv Redemption. This Series 2010A Bond is subject to
scheduled mandatory redemption through operation of a sinking fund as provided for in the Resolution.�
Notice of Redemotion. Mailed notice of redemption shall be given to the paying agent (if other
than a City officer) and to each affected Holder of the Series 2010A Bonds. In the event any of the Series
2010A Bonds aze 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 Series 2010A Bonds to be
redeemed. In connection with any such notice, the "CUSIP" numbers assigned to the Series 2010A
Bonds shall be used.
Issuance: Purpose: General ObliQation. This Series 2010A Bond is one of an issue in the original
aggregate principal amount of $2,670,000, all of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination, and redemption privilege, which Series 2010A Bond has been
issued pursuant to and in full confornuty with the Constitution and laws of the State of Minnesota,
including par[icularly the City Charter and Minnesota Statutes, Section 469.174 to 469.179, as amended,
and Minnesota Statutes, Chapter 475, as amended, and pursuant to a resolution adopted by the City
Council of the Issuer on Febmary 10, 2010 (the "Resolution"), Por the purpose of providing funds for the
refunding of existing indebtedness. This Series 2010A Bond is payable out of the Bond Fund, to which
have been pledged tax increments received from Koch Mobil Tax Increment Fina�cing District (the
"DistricY') established by the Housing and Redevelopment Authority of the City of Saint Paul (the
"HRA") have been pledged by the HRA to the City pursuant to the tenns of a Pledge Agreement, dated as
oP February 1, 2010, between the HRA and the City. This Series 2010A Sond constimtes a general
obligation of the Issuer, and to provide money 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 taxing powers of the Issuer
have been and aze hereby irrevocably pledged.
Denominations: Resolution. The Series 2010A Bonds aze issuable originally only as fully
registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity.
Reference is hereby made to the Resolution for a description of the rights and duties of the Registraz. A
copy of the Resolution is on file in the principal office of the Registraz.
Transfer. This Series 2010A Bond shall be registered in the name of the payee on the books of
the Issuer by presenting this Series 2010A Bond for registration to the Regisffar, who will endorse its
name and note the date of registration opposite the name of the payee in the certificate of registrarion
attached hereto. Thereafrer this Series 2010A Bond may be transferred by delivery with an assignment
duly executed by the Holder or its legal representatives, and the Issuer and Regisuar may treaz the Holder
as the person exclusively entitled to exercise all the rights and powers of an owner until this 5eries 2010A
Bond is presented with such assignment for re�istration 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 Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any ab eement with, or notice to, the
Registrar. Transfer of this Series 2010A Bond may, at the direction and expense of the Issuer, be subject
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to certain other restrictions if required to qualify this Series 2010A Bond as being "in registered form"
within the meaning of Section 149(a) of the Intemal Revenue Code of 1986, as amended.
Fees upon Transfer or Loss. The Registrar may require payment of a sum sufficient to cover any
tax or other govemmental charge payable in connection with the transfer or exchange of this Series
2010A Bond and any legal or unusual costs regarding transfers and lost Series 2010A Bonds.
Treatment of Re�istered Owner. The Issuer and Registrar may treat the person in whose name
this Series 2010A Bond is reb stered as the owner hereof for the purpose of receiving payment as herein
provided (except as otherwise provided with respect to the Record Date) and for all other purposes,
whether or not this Series 2010A Bond shall be overdue, and neither the Issuer nor the Registrar shall be
affected by notice to the contrary.
Authentication. This Series 2010A Bond shall not be valid or become obligatory for any purpose
or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by
the Registrar.
Not Oual�ed Tas Exemat Obli ations. The Series 2010A Bonds have not been designated by
the Issuer as "qualified tas-exempt obligations" for purposes of Section 265(b)(3) of the federal Internal
Revenue Code of 1986, as amended.
I1' IS HEREBY CERTIFTED AND RECITED that all acts, conditions and things required by the
Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to happen and to
be performed, precedent to and in the issuance of this Series 2010A Bond, have been done, have
happened and have been performed, in regulaz and due form, time, and manner as required by law, and
this Series 2010A Bond, together with all other debts of the Issuer outstanding on the date of original
issue hereof and on the date of its issuance and delivery to the original purchaser, does not exceed any
consiitutional or statutory or Charter limitation of indebtedness.
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IN WITNESS WHEREOF, the City of 5aint Paul, Ramsey County, Minnesota, by its City Council
has caused this Series 2010A Bond to be sealed with its official seal and to be executed on its behalf by
the facsimile signature of iu Mayor, attested by the facsimile signature of its Clerk, a�d countersigned by
the facsimile signature of its Director, Office of Financial Services.
CITY OF SAINT PAUL,
RAMSEY COUNTY, NIINNESOTA
Mayor, Assistant Mayor, or Designee
Attest:
Ciry Cierk
Countersigned:
Director, Office of Financial Services or Designee
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CERTIFICATE OF AUTHENTICA'I`ION
This is one of the Series 2010A Bonds delivered pursuant to the Resolutions mentioned within.
CITY OF SAINT PAUL, MINNESOTA
�
City Treasurer
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10-152
ASSIGNMENT
For value received, the undersib ed hereby sells, assigns and transfers unto
the within Series 2010A Bond and all rights
thereunder, and does hereby irrevocably consatute and appoint attomey to
transfer the said Series 2010A Bond on the books kept for rea stration of the within Series 2010A Bond,
with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must cosespond with the name as it
appears upon the face of the within Series 2010A Bond in every particular,
without alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guazanteed by a financial institution that is a meraber of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the
New York Stock Exchange, Inc. Medallion Signatures Program (`IvISP") or other such "signature
guarantee program" as may be deternuned by the Registrar in addition to, or in substitution for, STAMP,
SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Series 2010A Bond unless the information
concerning the assignee requested below is provided.
Name and Address:
(Include informarion for all joint owneTS if this Series 2010A
Bond is held by joint account.)
Please insert social security or other identifying number of assignee
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r :
Saint Paul City, Minnesota
General Obligation Tas Increment Refunding Bonds
(Koch/Mobil Project)
Series 2010A
TERMS AND CONDITIONS
True Interest Cost for the 5eries 2010A Bonds: 3.3975896�10
The Series 2010A Bonds shall mature on the dates and in the principal amounts set forth below:
Maturity Year
(March 1)
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021*
2022*
2023�
2024*
2025x
2026x
2027x
2028x
2029*
Principal
Amount
Interest
Rate
Bond
Yield
Price
$150,000
95,000
100,000
100,000
100,000
105,000
105,000
110,000
110,000
115,000
120,000
125,000
130,000
130,000
135,000
140,000
150,000
155,000
160,000
2.00°l0
2.00
2.00
2.00
2.00
2.00
2.25
2.60
2.75
2.90
3.00
3.10
3.20
3.30
3.40
3.50
3.60
3.70
3.80
0.50%
0.75
1.00
1.20
1.60
2.00
2.25
2.60
2.75
2.90
3.00
3.10
320
3.30
3.40
3.50
3.60
3.70
3.$0
$335,000 4.00% Term Bond due Mazch 1, 2031*
Price of 100.00% to Yield 4.00%
Maturity Year
March 1
2030
2031**
*Priced to Optional Redemption date of March 1, 2020.
**Stated Maturiry
Princinal Amount
$165,000
170,000
B-1
101.519%
102.497
102.964
103127
101.920
100.0�0
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
100.000
10-152
EXHIBIT C
PROPOSALS
� Springsted
Sprmgsted I�orpora�d
38� Jackson Streef, Sude 300
SaMt Peul, MN 5516b2887
i el 6 5 7-2 213009
faz 65b2233�02
Email ativisors@spnrgsted.crom
vruw spnngsted com
$2,67q000x
CITY OR SAL\T PAIIL, _bIIlVIYESOT�
GENERAL OBLIGATI05` Te1X ItiCRE.�iE\T REE'01�DING BO_VDS
(KOCH-:4(OBIL PROJEC'1�, SERIES A14A
(BOOK ESTRY ONLY)
A�i:ARD:
RBC CAPIT�1. �1ARIZETS CORPORATION
S.ALE: February 10, 2010 �ioody's Rating: �a2
Standard & Poor's Rating: AAA
Interest Net Iuterest Tcue Intesest
Bidder Rxtes Price Cosf Rate
RBCCAPITALMARKETSCORPORATION 2_009c ?011-2016 $2,656,44115 $1,091,134.&9 33975`h
2.25% 2017
26090 2015
2J590 1AI9
2.90% 2020
3,00% 2021
3.70 b 2022
320� 2023
3.3��'m 2024
3.40� 2025
3.50`/c 2026
3 bOM 2027
3.70�k 2028
3.804E 2029
4 00`.b 2030-2031
UBSFINAhCI9LSERVICES[NC
J.P. MORGAN SECURITIES uYC.
WELLS FARGO ADVISORS
WELLS FARGO BROKERAGE
SERVICES,LLC
2.009 20ll-2013
2.509 2014
3.0090 2015-2021
3.2510 2Q23-2�23
3.50 � 2024
4.009c 2025-2031
2.OQ% 2011-2016
2359 2017
2.60� 2018
2.8�50 ?A19
3.00% 2020.2021
3.1090 2022
315°0 2023
3 375% 20242025
3.80% 20'!6-2029
4.00� 2030-2031
$2,703.282.95 �1,1?5,1ll.84
52,647,202J0 31,117,39629
3.4693 �
3.4872 %
(Conunued)
Public Sector Advisors
C-1
10-152
Interest Net Tnterest True Interest
Bidder Rates Price Cost Rate
CRONIK & CO:41PA>VY, IVC- 3.009 20ll 2019 52,723,845.10 SI,L§9,063.61 35354%
3.259 ?020
3.50�. 2021-202?
4.009 ?023-2031
ROSERT W BAIRD & C06tPANY, 2.W 9 2011-2015 52.705,062.35 51.186.008 48 3.66369
INCORPORATPD 2.50% 201G?017
C.L. KING & ASSOCIATES �4.00% 2018 2031
LOOP CAPITAL M.4RICETS, LLC
HILDARE CAPITAL
hR� CAPITAL MARKETS [NC.
DAVENPORT & COMPANY LLC
WEDBUSH b10RGAA SECURITIES
EDWARD D. JONES & COMPANY
PIPER JAFFRAY & CO.
2.009 20ll-2014 52,694,791.65 51,196,8t1.68 3708t�
2.509 3015
3.60�7 2016-2018
4.00� 2019-2031
REOFFERING SCHEDULE OF THE PURCHASER
Ra[e
2.00�7
2.00�7
2.00%
2.00%
2.t109
2.OQ'�
2259
2.60�
2.75 9
2.90'�
3.0090
3.10'�
3.20 �
3.309
3.402
3.507
3.b0�7�
3 70%
3.80 �
4 00`k
4.00 °
Year
20ll
2012
2013
2014
2015
2016
2017
2018
2019
2Q20
2021
2022
2023
2024
2625
2026
2027
2028
2029
2�3�
2031
Yield
OSO�O
0.75 %
1.���
1.20�k
T.60�
Par
Par
Paz
Par
Pai
Par
Paz
Pu
Par
Par
Pu
Par
Par
Pu
Par
Par
BBI: a36�
Acem;e Ma2utiry: i 1.916 Years
" Subse�uenz ro bid opening, dae issue aze uas no( ch¢reged.
SA385-24 (BWJ)
363278v.4
C-2