10-154Amended 211012010
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Council File #10-
GreenSheet# 3097636
ACCEPTING PROPOSAL ON SALE OF TAXABLE GENERAL OBLIGATION
STREET IMPROVEMENT SPECIAL ASSESSMENT BONDS, SEffiES 2010C
(BUILD AMERICA BONDS — DIRECT PAY); FIXING THE FORM AND
SPECIFICTIONS OF THE SERIES 2010C BONDS; PROVIDING FOR THE
ISSUANCE OF THE SERIES 2010C &ONDS; AND LEVYING A TAX FOR THE
PAYMENT OF TAE SERIES 2010C BONDS
1 WHEREAS, the Director, Office of Financial Services, has presented proposals received for the
2 sale of approximately $12,500,000 Taxable General Obligation Street Improvement Special Assessment
3 Bonds, Series 2010C (Build America Bonds — Direct Pay) (the "Series 2010C Bonds"), of the City of
4 Saint Paul, Minnesota (the "City"); a�d
5 WHEREAS, the proposals set forth on EXHIBIT C attached hereto were received pursuant to the
6 Terms of Proposal at the offices of Springsted Incorporated at 10:00 A.M., Central Time, this same day;
7 and
8 WHEREAS, the Duectot, Office of Financial Services, has advised this Council that the proposal
9 of the Purchaser (as defined herein) was found to be the most advantageous and has cecommended that
10 said proposal be accepted; and
11 WHEREAS, the proceeds of the Saries 2010C Bonds will fina�ce certain street improvements to
12 be specially assessed, for which the City is proceeding pursuant to its Charter and not Minnesota Statutes,
13 Chapter 429, with any excess to be used for any other purpose permitted by law; and
14 WHEREAS, the Series 2010C Bonds aze being issued by the Charter of the City and Minnesota
15 SCaNtes, Chapter 475, as amended (the "Municipal Debt Act and together with the Charter, the "Act");
16 and
17 WHEREAS, pursuant to Section 475.60, Subdivision 2(9) of the Municipal Debt Act, public saie
18 requirements do not apply to the Series 2010C Bonds if the City retains an independent financial advisor
19 and determines to se11 the Series 2010C Sonds by private negotiation, and the City has instead authorized
20 a competitive sale without pablication of notice thereof as a form of private negoriarion; and
21 WHEREAS, proposals for the Series 2010C Bonds have been solicited by Springsted
22 Incorporated putsuant to an Official Statement (Che "Off'icial StatemenP`) and Terms of Proposal (the
23 "Terms of Proposal") therein.
24 NOW, THEREFORE, BE TT RESOLVED by the Council of the City of Saint Paul, Minnesota, as
25 follows:
RESOLUTION
CITY OF SAINT PAUL, NIINNESOTA
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1. Acceptance of Proposal. The proposal of M&I Bank (the "Purchaser") to purchase the
Taxable General Obligation Street Improvement Speclal Assessment Bonds, Series 2010C (Build
America Bonds — Direct Pay), of the City (the "Series 2010C Bonds", or individually a"Series 2010C
Bond"), in accordance with the Terms of Proposal for the bond sale, at the rates of interest hereinafter set
forth, and to pay therefor the sum of $12,381,806.25 (the principal amount of the Series 2010C &onds of
$12,500,000, less the Purchaser's discount of $118,193.75), is hereby found, determined and declared to
be the most favorable proposal received and is hereby accepted for Series 2010C Bonds and the Series
2010C Bonds aze hereby awarded to the Purchaser. The City retained the right to increase or reduce the
principal amount of the Series 2010C Bonds from the proposed $12,500,000, and the City has deternuned
to keep the principal amount of the Series 2010C Bonds at $12,500,000. The Director, Office of
Financial Services, or his designee, is directed to retain the deposit of the Purchaser and to forthwith
return to the others making proposals their good faith checks or drafts. The Director, OfFice of Financial
Services and the Ciry Clerk, on behalf of the City, are directed to execute a purchase agreement with the
Purchaser related to the Series 2010C Bonds.
40 2 Irrevocable Election to Issue Build America Bonds. The City irrevocably elects to have
41 Secrion 54AA of tUe Code apply to the Series 2010C Bonds and to issue the Series 2010C Bonds as Build
42 America Bonds (Direct Payment).
43 3. Title; Original Issue Date; Denominations; Maturities. The Series 2010C Bonds shall be
44 titled "Taxable General Obligation Street Improvement Special Assessment Bonds, Series 2010C (Build
45 America Bonds — Direct Pay)", shall be dated as of the date of original issue and shall be issued forthwith
46 on or after such date as fully registered bonds. The Series 2010C Bonds shall be numbered from R-1
47 upward each shall be in the denomination of $5,000 each or in any integral multiple thereof of a single
48 maturity. The Series 2010C Bonds shall mature on May 1 and November 1 on the dates and in the
49 amounts set forth in EXHIBIT B.
50 4. Pmpose. The Series 2010C Bonds aze issued pursuant to the Act. The Series 2010C
51 Bonds shall provide funds for the construction of various street improvements (the "Improvements") in
52 the City, and any excess construction funds shall be devoted to any other purpose pernutted by law. The
53 total wst of the Improvements, which shall include all costs enumerated in Section 475.65 of the Act is
54 estimated to be at least equal to the amount of the Series 2010C Bonds available for this purpose. Work
55 on the Improvements shall proceed with due diligence to completion.
56 5. Interest. The Series 2010C Bonds shall bear interest payable semiannaally on May 1 and
57 November 1 of each year (each, an "Interest Payment Date"), commencing November 1, 2010, calculated
58 on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth
59 opposite the maturity dates as set forth on EXHIBl'I' B.
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6. Book-Entrv Svstem; Limited Oblieation of City.
(a) DTC. The Series 2010C Bonds will be initially issued in the form of a separate single
typewritten or printed fully registered Series 2010C Bond for each of the maturities set forth on EXHIBIT
B attached hereto. Upon initial issuance, the ownership of each Series 201�C Bond will be registered in
the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository
Trust Company, New York, New York, and its successors and assigns (`DTC"). Except as provided in
this section, a11 of the outstanding Series 2Q10C Bonds will be registered in the xegistration books kept by
the Registrar in the name of Cede & Co., as nominee of DTC.
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(b) Particioants. With respect to Series 2010C Bonds registered in the registration books
kept by the Registraz in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the
Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial
instimtions From time to time for which DTC holds Series 2010C Bonds as securities depository
("Participants") or to any other person on behalf of which a Participant holds an interest in the Series
2010C Bonds, including but not limited to any responsibility or obligation with respect to (i) ihe accuracy
of the records of Cede & Co., DTC or any Participant with respect to any ownership interest in the Series
2010C Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of
Series 2010C Bonds, as shown by the registration books kept by the Rea straz), of any notice with respect
to the Series 2010C Bonds, including any notice of redemption, or (iii) the payment to a�y Participaut or
any other person, other than a registered owner of Series 2010C Bonds, of any amount with respect to
principal of, premium, if any, or interest on the Series 2Q1QC Bonds. The City, the Registrar and the
Paying Agent may treat and consider the person in whose name each Series 2010C Bond is registered in
the registration books kept by the Registraz as the holder and absolute owner of such Sedes 2010C Bond
for the purpose of payment of principal, premium and interest with respect to such Series 2010C Bond,
for the purpose of registering transfers with respect to such Series 2010C Bonds, and for all other
purposes. The Paying Agent shall pay all principal of, premium, if any, a�d interest on the Series 2010C
Bonds only to or on the order of the respective registered owners, as shown in the registration books kept
by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's
obligations with respect to payment of principal of, preminm, if any, or interest on the Series 2010C
Bonds to the extent of the sum or sums so paid. No person other than a registered owner of a Series
2010C Bond, as shown in the regisuation books kept by the Registrar, will receive a certificated Series
2010C Bond evidencing the obligation of this Resolution. Upon delivery by DTC to the City Cleik of a
written notice to the effect that DTC has deternuned to substihate a new nominee in place of Cede & Co.,
the words "Cede & Co." shall refer to such new nominee of DTC; and upon receipt of such a notice, the
City Clerk shall promptly deliver a copy of the same to the Registrar and Paying Agent.
94 (c) Rearesentation Letter. The City has heretofore executed and delivered to DTC a Blanket
95 Issuer L,etter of Repiesentations (the "Representarion Letter") which sha11 govem payment of principal of,
96 premium, if any, and interest on the Series 2010C Bonds and notices with respect to the Series 2010C
9? Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Series
98 2010C Bonds shall agree to take all action necessazy for all repxesentations of the City in the
99 Representation Letter with respect to the Registrar and Paying Agent, xespectively, to be complied with at
100 all times.
101 (d) Transfers Outside Book-Entry Svstem. In the event the Ciry, by resolurion af the City
102 Council, determines that it is in the best interests of the pezsons having beneficial interests in the Series
103 2010C Bonds that they be able to obtain Series 2010C Bond certificates, the City will notify DTC,
104 whereupon DTC will notify the Participants, of the availability through DTC of Series 2010C Bond
105 certificates. In such event the City will issue, transfer and exchange Series 2010C Bond certificates as
106 requested by DTC and any other registered owners in accordance with the provisions of this Resolution.
107 DTC may detettnine to discontinue providing its services with respect to the Series 2010C Bonds at any
108 time by giving notice to the City and discharging its responsibiliues with respect thereto under applicable
109 law. In such event, if no successoT securities deposatory is appointed, the City shall issue and the
110 Registrar shall authenticate Series 2010C Bond certificates ln accordance with this Resolution and khe
ll 1 provisions hereof shall apply to the transfer, exchange and method of payment thereof.
112 (e) Payments to DTC. Notwithstanding any other provision of this Resolution to the
113 contrary, so long as a Series 2010C Bond is registered in the name of Cede & Co., as nominee of DTC,
114 payments with respect to piincipal of, pzemium, if any, and interest on the Series 2010C Bond and all
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notices with respect to the Series 2010C Bond shal] be made and a ven, respectively, in the manner
provided in DTC's Operational Arrangements, as set forth in the Representation Letter.
Redemption.
(a) Optional Redem�tion. The City may elect on May 1, 2020, and on any day thereafter, to
prepay Series 2010C Bonds due on or after November 1, 2020. Optional redemptions may be in whole or
in part and if in part at the option of the City and in such manner as the City shall deternune. If less than
all Series 2010C Bonds of a maturity are called for redemption, the City will notify DTC (as defined
herein) of the particular amount of such mamrity to be prepaid. DTC will determine by lot the amount of
each participant's interest in such maturity to be redeemed and each participant will then select by lot the
beneficial ownership interests in such maturity to be redeemed. All optional redemptions of the Series
2010C Bonds shall be at a price of paz plus accrued interest to the redemption date.
126 (b) Scheduled Mandatory Redem�tion. Term Bonds maturing on November 1, 2021, are
127 subject to redemption and prepayment at a price of par plus accrued interest, without premium, on the
128 dates and in the amounts set forth below:
Pavment Date
May 1, 2021
November 1, 2021
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Principal Amount
$315,000
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Term Bonds maturing on November 1, 2022, 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:
Pavment Date Principal Amount
May 1, 2022 $325,000
November 1, 2022 330,000
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Term Bonds maturing on November 1, 2023, are subject to redemption and prepayment at a price
of par plus accmed interest, without premium, on the dates and in the amounts set forth below:
Pavment Date Princi.pal Amount
May l, 2023 $335,OOQ
November l, 2023 345,000
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Term Bonds maturing on November 1, 202�, aze subject to redemption and prepayment at a price
of paz plus accrued interest, without premium, on the dates and in the amounts set forth below:
Pavment Date Principal Amount
May 1, 2024 $350,000
November 1, 202A 355,000
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Term Bonds maturing on November 1, 2025, aze subject to redemption and prepayment at a price
of paz plus accrued interest, without premium, on the dates and in ihe amounts set forth below:
Payment Date Frinc�al Amount
May 1, 2025 $360,000
November 1, 2025 365,000
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Term Bonds maturing on November 1, 2026, aze subject to redemption and prepayment at a price
of paz plus accmed interest, without premium, on the dates and in the amounts set forth below:
Pavment Date Principal Amount
May 1, 2026 $375,000
November 1, 2026 380,000
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Term Bonds maturing on November 1, 2027, are subject to redemption and prepayment at a price
of par plus accmed interest, without premium, on the dates and in the amounts set forth below:
Payment Date Principal Amount
May 1, 2027 $385,000
November 1, 2027 395,000
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Term Bonds manxring on November 1, 2028, 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:
Payment Date Princi�al Amount
May 1, 2028 $400,000
November l, 2028 405,000
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Term Bonds maturing on May 1, 2030, 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:
Payment Date Principal Amount
May 1, 2029 $415,000
November 1, 2Q29 42Q000
May 1, 2030 43Q000
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(c) Extraocdinazy Redemotion. At the oprion of the City, the Series 2010C Bonds aze subject
to extraordinary redemption in whole, but not in part, at a redemption price equal to paz plus accrued
interest to the zedemption date, upon or on any date afrer the occurrence of a Deternunation of
Ineligibility. A"Determination of Ineligibility" means (i) the enactment of legislation or the adoption of
fmai regulations or a fmai decision, mling or technical advice by any federal judicial or administrative
authority which would have the effect of deeming, detemuning or rendering the Series 2010C Bonds not
qualified for treatment as qualified Buiid America Bonds under Section 54AA of the Internal Revenue
Code of 1986, as amended (the "Code°); (ii) the federal govemment discontinues the Build America
Bonds Direct Payment program with retroactive applicability to bonds issued prior to the date of such
discontinuance (including the Series 2010C Bonds); or (iii) the receipt by the City of a written opinion of
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nationally recognized bond counsel to the effect that the 2010C Bonds aze not qualified Build America
Bonds under 5ection 54AA of the Code.
(d) Selection of Series 2010C Bonds to be Redeemed: Redemotion Procedure. In the event
any of the Series 2010C Bonds are called for redemption, notice thereof identifying the Series 2010C
Bonds to be redeemed shall be given by the Ree straz by mailinp a copy of the redemption notice by first
class mail (postage prepaid) to the rea stered owner of each Series 2010C Bonds to be redeemed at the
address shown on the registration books kept by the Rea strar 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, shall
not affect the validity of the proceedings for the redemption of Series 2010C Bonds. Series 2010C Bonds
so called for redemption shall cease to bear interest after the specified redemption date, provided that the
funds for the redemption aze on deposit with the Registrar at that time.
166 (e) Notice of Redemotion. The Registrar shall call Series 2010C Bonds for optional
167 redemption and prepayment as herein provided upon receipt 6y the Re�stcaz at least foRy-five (45) days
168 prior to the redemption date of a request of the City, in written form if the Registrar is other than a City
169 officer. Such request shall specify the series and principal amount of Series 2010C Bonds to be called for
170 redemption and the redemption date.
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Mailed notice of optional redemption shall be given to the Paying Agent (iF other thao a City
officer) and to each affected Holder. If and when the City shall call any of the Series ZOIOC Bonds for
redemption and prepayment prior to the stated maturity thereof, the Registraz shall give written notice in
the name of the City of its intention to redeem a�d pay such Series 2010C Bonds at the office of the
Regisaaz. Norice of redempdon shall be given by first class mail, postage piepaid, mailed not less than
thirty (30) days prior to the redemption date, to each Holder of Series 2010C Bonds to be redeemed, at the
address appearing in the Bond Register. All notices of optional redemption shall state: (i) the redemption
date; (ii) the redemption price; (iii) if less than all outstanding Series 2010C Bonds are to be redeemed,
the identification (and, in the case of partial redemption, the respective principal amounts) of the 5eries
2010C Bonds to be redeemed; (iv) that on Che optional redemption date, the tedemption price wi11 become
due and payable upon each such Series 2010C Bond, and that interest thereon shall cease to accrue from
and after said date; and (v) the place where such Series 2010C Bonds are to be surrendered for payment
of the redemption price (which sha11 be the office of the Registrar).
184 Notices to DTC or its nominee shali contain the CUSIP numbers of the Series 2010C Bonds. If
185 there aze any Holders of the Series 2010C Bonds other than DTC or its nominee, the Registraz shall use
186 its best efforts to deliver any such notice to DTC on the business day next preceding the date of mailing of
187 such notice to ail other Holders.
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8. Re isg trar. The City Treasurer is hereby appointed as the initial bond registrar and paying
agem (the °Registrar" and the "Paying Agent") for the Series 2010C Bonds. The City Treasurer shall
serve as Registraz unless and until a successor Registrar is duly appointed. A successor Rea straz shall be
an officer of the City or a bank or trust company eligible for designation as Registraz pursuant to the
Municipal Debt Act and may be appointed pursuarit to any contract the City and such successor Registrar
shall execute which is consistent herewith. The Registraz shall also serve as Paying Agent unless and
unril a successor Paying Agent is duly appointed. Principal and interest on the Series 2010C Bands shall
be paid to the registered holder or holders of the Series 2010C Bonds (the "Holder" or "Holders") in the
manner set forth in the form of the Series 2010C Bonds. The effect of renistration and the rights and
duties of the City and the Registrar with respect thereto aze as follows:
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198 (a) Re�ster. The Registrar shall keep a bond rea ster in which the Registraz provides for the
199 rea suation of ownership of the Series 2010C Bonds and the registration of transfers and exchanges of the
2Q0 Series 2010C Bonds entitled to be registered, transfezred, or exchanged.
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(b) Transfer of Series 2010C Bonds. Upon surrender for transfer of a Series 2010C Bond
duly endorsed by the rea stered owner thereof or accompanied by a written instmment of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly
authorized by the registered owner in writing, the Rea straz shall au[henticate acid deliver, in the name of
the designated rransferee ot transferees, one or more new Series 2010C Bonds of a like aagregate
princiQal amount and maturity, as requested by the transferor. The Registrar may, however, close the
books for registration of any transfer afrer the fifteenth day of the month preceding each interest payment
date and until that interest payment date.
209 (c) Exchanee of Series 2010C Bonds. When Series 2010C Bonds are surrendered by the
210 registered owner for exchange, the Registrar shall authenticate and deliver one or more new Series 2010C
211 Bonds of a like aggregate principai amount and maturity as requested by the registered owner or the
212 owner's attorney in writing.
213 (d) Cancellation. Series 2010C Bonds surrendered upon transfer or exchange shall be
214 promptly cancelled by the Registraz and thereafter disposed of as directed by the City.
215 (e) Improoer or Unauthorized Transfer, When a Series 2010C Bond is presented to the
216 Registrar for transfer, the Registrar may refuse to transfer the Series 2QlOC Bond until the Registrar is
217 satisfied that the endoisement on the Series 2010C Bond or sepazate instrument of transfer is valid and
218 genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for Che
219 refusal, in good faith, to make transfeis which it, in its judgment, deems improper or unauthorized.
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(f) Persons Deemed Owners. The City and the Registraz may treat the person in whose
name a Series 2010C Bond is registeied in the bond register as tha absolute owner of the Saries 2010C
Bond, whether the Series 2010C Bond is overdue or not, for the purpose of receiving payment of, or on
account of, the principal of and interest on the Series 2010C Bond and for all other purposes, and
payments so made to a registered owner or upon the owner's order shall be valid a�d effectual to satisfy
and discharge the liability upon the Series 2010C Bond to the extent of the sum or sums so paid.
226 (g) Taxes. Fees, and Char¢es. The Registrar may impose a charge upon the owner thereof
227 for a transfer or exchange of Series 2010C Sond sufficient to reimburse the Registrar for any tax, fee, or
228 other govemmantal charge required to be paid with r�spect to the transfer or exchange.
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(h) Mutilated, Lost. Stolen or Destroyed Series 2010C Bond. If a Series 2010C Bond
becomes mutilated or is destroyed, stolen, or lost, the Registraz shall deliver a new Series 2010C Bond of
like amount, number, maturity date, and tenor in exchange and subsutution for and upon cancellation of
the mutilated Series 2010C Bond or in lieu of and in substitution for any Series 2010C Bond destroyed,
stolen, or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Series 2010C Bond destroyed, stolen, or lost, upon filing with the
Registraz of evidence satisfactory to it that the Series 2010C Bond was destroyed, stolen, or lost, and of
the ownership thereof, and upon fumishing to the Registrar an appropriate bond or indemnity in form,
substance, and amount satisfactory to it and as provided by law, in which both the City and the Registrar
must be named as obiigees. Series 2010C Bonds so sunendered to the Registrar shall be cancelled by the
Registrar and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen,
or lost Series 2010C Bond has already matured or been called for redemption in accordance with its
terms, it is not necessary to issue a new Series 2010C Bond prior to payment.
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9. Form of Series 2610C Bond. All of the provisions of the Series 2010C Bonds, when
executed as authorized herein, shall be deemed to be a part of this Resolution as fully and to the same
extent as if incorporated verbatim herein and shall be in fuli force and effect from the date of execution
and delivery thereof. The Series 2010C Bonds shall be substantially in the form attached to this
Resolution as EXHIBIT' A, which form is hereby approved, with such necessary and appropriate
variations, omissions and insertions (including changes to the aggregate principal amount of each series
of the Series 2016C Bonds, the stated maturities of the Series 2010C Bonds, the interest rates on the
Series 2010C Bonds, the tetms of redemption of the Series 2010C Bonds, a�d variation from City policies
regarding methods of offering general obligation bonds) as the City Clerk and Director, Office of
Financial Services, in their discretion, shall detemune. The execution of the Series 2010C Bonds with the
manual or facsimile sia atures of the Mayor, City Clerk and D'uector, O�ce of Financial Services, or
their deputy, and the delivery of the Series 2010C Bonds by the City shall be conclusive evidence of such
determination.
255 The City Treasurer is authorized and directed to obtain a copy of the proposed approving legal
256 opinian of Kennedy & Graven, Chartered, Saint Paul, Minnesota, which shall be complete except as to
257 dating thereof and cause the opinion to accompany each Series 2010C Bond.
258 10. Execution. The Series 2010C Bonds shall be executed on behalf of the City by the
259 signatures of its Mayor, Clerk and Director, Office of Financial Services, each with the effect noted on the
260 forms of the Series ZOlOC Bonds, provided, that any such signatures may be printed or photocopied
261 facsimiles and the corporate seal may be omitted on the Series 2010C Bonds as pernutted by law. In the
262 event of disability or resignation or other absence of any such officer, the Series 2010C Bonds may be
263 signed by the manual or facsimile signature of chat officer who may act on behalf of such absent oi
264 disabled officer. In case any such officer whose signature or facsimile of whose signature shall appear on
265 the Series 2010C Bonds shall cease to be such officer before the delivery of the Series 2010C Bonds, such
266 signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she
267 had remained in office until delivery.
268 1 l. Authentication; Date of Registration. No Series 2010C Bond shall be valid or obligatory
269 for any purpose or be entided to any security or benefit under this resolution unless a Certificate of
270 Authenrication on such Series 2010C Bond, substantially in the form set forth in EXHIBPl' A, shall have
271 been duly ezecuted by an authorized representative of the Registraz. Certificates of Authentication on
272 different Series 2010C Bonds need not be signed by the same person. The Registrar shall authenticate the
273 signatures of officers of the City on each Series 2010C Bond by execution of the Certificate of
274 Authentication on the Series 2010C Bond and by inserting as the date of registration in the space provided
275 the date on which the Series 2010C Bond is authenticated. For purposes of delivering the original Series
276 2010C Bonds Co the Purchaser, the Regisuaz shall insert as the date of registration the date of ori�nal
277 issue.
278 12. RiQhts Upon Transfer or Exchange. Each Series 2010C Bond delivered upon transfer of
279 or in exchange for or in lieu of any other Series 2010C Bond shall cany all the rights to interest accmed
280 and unpaid, and to accme, which were carried by such other 5eries 2010C Bond.
281 13. Registration and Pavment. The Series 2010C Bonds will be issued only in fully
282 registered form. The interest thereon and, upon surrender of each Series 2010C Bond, the principal
283 amount thereof, is payable by check or draft issued by the Registrar described herein. Each Series 2010C
284 Bond shall be dated as of the last intetest payment date preceding the date of authentication to which
285 interest on the Series 2010C Bonds has been paid or made available for payment, unless: (i) the date of
286 authentication is an interest payment date to which interest has been paid or made available for payment,
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287 in which case the Series 2010C Bonds witl be dated as of the date of authentication; or (ii) the date of
288 authenticarion is prior to the fust interest payment date, in which case the Series 2010C Bonds will be
289 dated as of the date of originat issue. The Series 2010C Bonds shall bear interest at the rates per annum
290 as set forth in EXHIBiT B attached hereto.
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14. Holders� Treatment of Reeistered Owner: Consent of Holders.
(a) Benefecial Orovners. For the purposes of all actions, consents, and other matters affecting
Holders of the Series 2010C Bonds, other than payments, redemptions, and purchases, the City may (but
shall not be obligated to) treat as the Holder of a Series 2010C Bond the beneficial owner of the Series
2010C Bond instead of the person in whose name the Series 2010C Bond is registered. For that purpose,
the City may ascertain the identity of the beneficial owner of the Series 2010C Bond by such means as the
Registraz, in its sole discretion, deems appropriate, including but not limited to a certificate from the
person in whose name the Series 2010C Bond is registered identifying such beneficial owner.
294 (b} Registered Owners. The City and Registrar may treat the person in whose name any
300 Series 2010C Bond is registered as the owner of such Series 2010C Bond for the purpose of receiving
301 payment of principal of and premium, if any, and interest on such 5eries 2010C Bond and for all other
302 purposes whatsoever whether or not such Series 2010C Bond shall be overdue, and neither the City nor
303 the Registxar shall be affected by notice to the conaacy.
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308
309
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315
316
(c) Actions of Holders. Any consent, request, direcrion, approval, objeccion, or othex
instrument to be signed and executed by the Holders may be in any number of concunent writings of
similar tenor and must be signed or executed by such Holders in person or by agent appointed in writing.
1'roof of the execution of any such consent, request, d'uection, approval, objection, or other instrument, or
of the writing appointing any such agent and of the ownership of Series ZOlOC Bonds, if made in the
following manner, shali ba sufFicient for any of the purposes of this resol�tion, and shall be conclusive in
favor of the City with regazd to any action taken by it under such request or other instrument, namely;
(i) the fact and date of the execution by any person of any such writing may be proved by the certificate
of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction
that the petson signing such writing acknowledged before him the execution thereof, or by an affidavit 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 2010C Bonds and the amounts and numbers of such Series 20tOC
Bonds, and the date of the holding of the same, may be proved by reference to the bond register.
317 15. Deliverv; Ap�lication Qf Proceeds. The Series 2010C Bonds when so prepazed and
318 executed shall be delivered by the Director, Office of Financial Services, to the Purchaser upon receipt of
319 the purchase price, and the Purchaser shall not be obliged to see to the propei application thereof.
320
321
322
323
324
325
326
16. Funds. There is hereby created a special fund to be designated the "2010 Capital Projects
Fund" (numbered C10, the "Capital Fund"), to be administered and maintained by the City Treasurer as a
bookkeeping account sepazate and apart from all other accounts maintained in the official financial
records of the City. There has been heretofore created and established the "General Obligation 5pecial
Assessments — Streets Debt Service Fund" (numbered F963, the "Debt Service Fund"). The Capital Fund
and Debt Service Fund shall be maintained in the manner herein specified until all of the Series 2010C
Bonds and the interest thereon have been fully paid:
327 (a) Capital Fund. To the Capital Fund there shall be credited the proceeds of the sale of the
328 Series 2010C Bonds, less accmed interest, if any, received on the Series 2010C Bonds, and less any
329 amount paid for the Series 2010C Bonds in excess of $12,375,000. From the Capital Fund there shall be
33� paid all costs and expenses of making the Improvements listed in pazagraph 17, after they have been
10-154
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3A4
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ordered in accordance wiih the Charter of the City, including the cost of any construction contracts
heretofore tet and all other costs incuered and to be incurred of the kind authorized in Minnesota Statutes,
Section 475.65 (including interest on the Series 2010C Bonds payable during the construction period);
and the moneys in the Capital Fund shall be used for no other puipose except as otherwise provided by
law; provided that the proceeds of the Series 2010C Bonds may also be used to the extent necessazy to
pay interest on the Series 2010C Bonds due prior to the anticipated date of commencement of the
collection of tases or special assessments herein covenanted to be levied; and provided further that if
upon completion of the Improvements there shall remain any unexpended balance in the Capital Fund, the
balance may be transfened by the Council to the fund of any other improvement instituted pursuant to the
City's Charter or Minnesota Statutes, Chapter 429, or used to pay the costs of any other purpose permitted
by law, or transferred to the Debt Service Fund. All earnings on the Capital Fond shall be transferred to
the Debt Service Fund, or may be retained in the Capital Fund.
(b) Debt Service Fund. There is hereby pledged and there shall be credited to a special
account relating to the Series 2010C Bonds in the Debt Service Fund: (a) collections of special
assessments herein covenanted to be levied with respact to the Improvemeuts; (b) a1l accmed interest
received upon delivery of the Series 2010C Bonds, (c) all funds paid for the 5eries 2010C Bonds in
excess of $12,375,000; (d) any collections of all tares which aze levied herein, or which may hereafrer be
levied in the event that the special assessments herein pledged to the payment of the Series 2010C Bonds
and interest thereon are insufficient therefor; (e) all funds remaining in the Capital Fund after completio�
of the Improvements and payment of the costs thereof, not so transferred to the account of another
improvement oz used to pay-the casts of any other purpose perrnitted by law; and (� all investment
earnings on moneys held in such special account in the Debt Service Fund or (at the City's option) on
moneys held in the Capital Fund. If moneys in the special account of the Debt Service Fund should ever
be insufficient to pay debt service on the Series 2010C Bonds, the Series 2010C Bonds shall be paid from
the Debt Service Fund or any other special account therein, and the Series 2010C Bonds aze hereby made
payab}e from the Debt Service Fund and any other special accounts therein for this purpose. Amounts
drawn from the Debt Service Fund or any special account therein may be repaid with or without interest
when moneys sufficient for such repayment are deposited in the special account relating to the Series
2010C Bonds in the Debt Service Fund.
The special account relating to the Series 2010C Bonds in the Debt Service Fund shall be used
solely to pay the principal and in[erest and any premiums for redemption of the Series 2010C Bonds and
any othei general obligation bonds of the City heretofore or hereafter issued by the City and made
payable from such special account in the Debt Service Fund as provided by law, or to pay any rebate due
to the United States. No portion of the proceeds of the Series 2010C 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 (1) for a xeasonable tempocary period until such
proceeds aze needed for the purpose for which the Series 2010C Bonds were issued, and (2) in addition to
the above in an amount not greatet than five percent (5%o) of the proceeds of the Series 2010C Bonds. To
this effect, any snms from time to time held in the Capital Fund or in suah special account in fhe Debt
Service Fund (or any other City fund or account which will be used to pay principal or interest to become
due on the bonds payable therefrom) in excess of amounts which under then-applicable federal arbitrage
regulations may be invested withoat regazd as to yield shall not be invested at a yield in excess of the
appticable yield restrictions imposed by said azbitrage regulations on such investments after taking into
account any applicable "temporazy periods" or "minor portion" made available u�der the federal arbitrage
regulations. In addition, the proceeds of the Series 2010C Bonds and money in the Capitat Fund or in
such special account in the Debt Service Fund shall not be invested in obligations or deposits issued by,
guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent
that such investment would cause the Series 201�C Bonds to be "federally a aranteed" within the
meaning of Section 149(b) of the federal Internal Revenue Code of 19$6, as amended (the "Code").
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380 17. Assessments; Covera¢e Test. The City Council has heretofore deternuned, and does
381 hereby determine, to proceed with the Improvements and special assessments with respect thereto under
382 the provisions of the Charter of the City, rather than the provisions of Minnesota Statutes, Chapter 429.
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It is heTeby datarmined that no less than twenty percent (20%) of the cost to the Ciry of the
Improvements Financed hereunder within the meaning of Minnesota Statutes, Section 475.58, Subdivision
1(3), shall be paid by special assessments to be levied against every assessable lot, piece and parcel of
land benefited by the Improvements. The City hereby covenants and agrees that it wi11 let all construction
contracts not heretofore let within one year after ordering each Improvement financed hereunder unless
the resolution ordering the Lnprovement specifies a different time limit for the letting of constrnction
contracts and wili do and perfortn, as soon as they may be done, all acts and things necessary for the fmal
and valid levy of such special assessments, and in the event that any such assessment be at any time held
invalid with respect to any lot, piece or parcel of land due to any error, defect, or irrea larity, in any
action or proceedings taken or to be taken by the City or this Council or any of the City officers or
employees, either in the making of the assessments ar in the performance of any condition precedent
thereto, the City and this Council will forthwith do all further acts and Cake all futthet proceedings as may
be required by law to make the assessments a valid and binding lien upon such property.
The special assessments for the Improvements have not haretofore been anthorized, and
accordingly, for purposes of Minnesota Statutes, Section 475.55, Subdivision 3, the special assessments
aze hereby authorized. Subject to such adjustmenCS as are requiied by conditions in existence at the time
the assessments are levied, the assessments aze hereby authorized and it is hereby detemrined that the
assessments shall be payable in equal, consecutive, annual installments, with general tases for the yeazs
shown below and with interest on the declining balance of all such assessments at a rate per annum of
5.00% (tt�e sum of the true intexest cost of the Series 2010C Bonds net of any tax credit payments
received by the City from the federal government as a result of the Series 2010C Bonds being qualified
Build America Bonds (as determined by Springsted Incorporated) plus 1.75% for administration costs).
Improvement Assessed
Designation Amount L,evy Yeazs
405
406
407
408
409
410
411
412
413
414
415
416
417
Fron Wictoria* $685,137
SeventtJDouglas 456,451
HoyUKennard 682,072
DavernlJefferson 954,531
*Also financed by bonds issued in 2009.
2010-2029
inclusive
Colleetion
Years
20ll-2029
for all
The special assessments far the Impravements shall be such that if collected in full they, together
with estimated collections of other revenues herein pledged for the payment of the Series 2010C Bonds,
will produce at least five percent (5%) in excess of the amount needed to meet when due the principal and
interest payments on the Series 2010C Bonds in every year. At the rime the assessments for the
Improvemenfs are in fact levied the City Cauncil shall, based on the then-current estimated collections of
the assessmenis, make any adjustments in the T� (as defined below) required to be levied in order to
assure that the City conrinues ta be in campliance with Minnesota Statutes, Section 475.61, S�bdivision
1.
18. Pled¢e of Ta7c Lev�. For the purpose of paying the principal of and interest on the Series
2010C Bonds in excess of aznounts received from special assessments, there is levied a d'uect annual
irrepealable ad valorem tac (the "Tax") upon all of the taxable property in the City, to be spread upon the
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418
419
420
421
422
tax rolls and collected with and as pazt of other general taxes of the City. The Tas will be credited to the
Series 2010C Debt Service Fund above provided and shall be established by officials of the City afrer the
award of the Series 2010C Bonds and detemunation of the interest rates on the Series 2010C Bonds. The
Tvc shall be levied and collected in the yeazs and in the amounts as follows:
Levy Yeaz Collection Year Amount
423
424
425
(See attached EXHIBPP D)
19. Appropriation. To the payment of debt service due on the Series 2010C Bonds on
November I, 2010, there is hereby appropriated $0 from the City's fund balance.
426 20. Tax Levy; Covera�e Test. The Tax shall be inepealable so long as ariy of the Series
427 2010C Bonds aze outstanding and unpaid, provided that the City reserves the right and power to reduce
428 the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3.
429 The tax levies are such that if collected in full they, together with estimated collections of special
430 assessments and other revenues herein pledged for the payment of the Series 2010C Bonds, will produce
431 at least five percent (5%o) in excess of the amaunt needed to meet when due the principal and intexest
432 payments on the Series 2010C Bonds. The tas levies shall be inepealable so long as any of the Series
433 2010C Bonds are outstanding and unpaid, provided thaG the City reserves the right and power to reduce
434 the levies in the manner and to the extent permitted by Minnesota Statutes, Sec�ian 475.61, Subdivision 3.
435 21. Genaral Oblisation Pledge. For the pxompt and full payment of the principal and interest
436 on the Series 2010C Bonds, as the same respectively become due, the full faith, credit and taxing powers
437 of the City shaLl be and aze hereby irrevocably pledged. If the balance in the special account relating to
438 the 5eries 2010C Bonds in the Debt Service Fund (as defined in paragraph 16 hereot� is ever insufficient
439 to pay all principal and interest then due on the Series 2010C Bonds payable therefrom, the deficiency
440 shall be promptly paid out of any other funds of the City which are available for such purpose, including
441 the general fund of the Ciry and the Debi Service Fund and the special accounts therein, and such other
442 funds may be reimbursed with or without interest from the special account in the Debt Service Fund
443 relating to the Series 2010C Bonds when a sufficient balance is available therein.
4A4 22. Certificate of Registration. The Director, Office of Financial Services, is hereby directed
445 to file a certified copy of this Resolution with the officer of Ramsey County, Minnesota, perfomung the
446 functions of the county auditor (the "County Auditox"), Yogether with such othei informarion as the
A47 Counry Auditor shall require, and to obtain the County Auditor's certificate that the Series 2010C Bonds
448 have been entered in the County Auditor's Bond Register, and that the tax levy required by law has been
449 made.
450
451
452
453
454
455
456
457
23. Recocds and Cenificates. The officeis of the City aze hereby authorized and directed to
prepaze a�d fiunish to the Purchaser, and to the attorneys approving the legality of the issuance of the
Series 2010C Bonds, certified copies of all proceedings and records of the City relating to the Series
2010C Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates
and information as aze xequired to show the facts relating to the legality and marketability of the Series
2010C Bonds as the same appear from the books and records under their custody and control or as
otherwise lrnown to them, and all such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
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458 24. NeQOtiated Sale. The City has retained Sprinasted Incorporated as an independent
459 financial advisor, and the City has heretofore determined, and hereby determines, to sell the Series 2d10C
460 Bonds by private negotiation, all as provided by Minnesota Stamtes, Section 475.60, Subdivision 2(9).
461 25. Continuina Disclosure. The City is an obligated person with respect to the Series 2010C
462 Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
463 promuigated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities
464 Exchange Act of 1934, as amended, and a Continuing Disclosure Certificate (the "Undertaking")
465 hereinafrer described, to:
466 (a) Provide or cause to be provided to the Repository, certain annual financial information
467 and operating data in accordance with the Undertaking. The City resetves the right to modify from time
468 to time the terms of the Undertaking as provided therein.
469 (b) Provide or cause to be provided, in a timely manner, to the Repository notice of the
470 occurrence of certain material events with respect to the Series 2010C Bonds in accordance with the
471 Undertaking.
472 (c) Provide or cause to be provided, in a timely manner, to the Repository notice of a failure
473 by the City to provide the annual Financial informafion with respect to the City described in the
474 Undertaking.
475 The City agrees that its covenants pursuant to the Rule set forth in this paragraph 25 and in the
476 Undertaking are intended to be for the benefit of the Holders of the Series 2010C Bonds and shall be
477 enforceable on behaif of such Holders; provided that the right to enforce the provisions of these covenants
478 shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants.
479 The Mayor and Director, Office of Financial Services, or any other officers of the City authorized
480 to act in their stead (the "Officers"), are hereby authorized and directed to execute on behalf of the City
481 the Undertaldng in substantially the form presented to the City Council, subject to such modifications
482 thereof or additions tbereto as aze (i) consistent with the requirements under the Rule, (ii) required by the
483 Purchaser, and (iii) acceptable to the Officers.
484 26. Severabilitv. If any section, paragraph or provision of this resolution shall be held to be
485 invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or
486 provision shall not affect any of the remaining provisions of this resolution.
4$7 27. Headines. Headings in this resolution are included for convenience of reference only and
488 are not a part hereof, and sha11 not limit or define the meaning of any provision hereof.
(The remainder of this page is intentionally left blank.)
13
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Adoption Cecri Cou : Secretary
By: �
Appcoved by n <yor e (g
By:
� Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet Green Sheet �
10-154
FS —Financiai
02 FEB 2010
Green Sheet NO: 3097636
Co�tacf Person & Phone:
Bob C�eurs
286-8837
Must Be on Council Ftiqenda by (Date):
iar�s-�o
Doc. 7ype: RESOLUTION W/S
TRAPJSACTION
EAncument Required: N
Document Contact: Bob Geurs
Contact Phone: 266-8837
�
Assign
Number
For
Routing
Order
Total # of Signature Pages ` (Clip All Locations for Signature)
Action Requested:
Hxecute attached resolurian accepting proposal on sale of G.O. Sireet Improvement Special Assessment bonds, Series 2010C,
providing for their issuance and levying a tati for the payment thereof.
Recommendations: Approve (A) or Reject (R):
Planning Commission
CIB Committee
Civil Service Commission
Personal Service Comracts Must Answer the Following Questions:
1. Has this person/firm ever worked under a contrad for this department?
Yes No
2. Has this personlfirm ever been a city employee?
Yes No
3. Does this person(firm possess a skili not normaliy possessed by any
curcent city employee?
Yes No
Explain ati yes answers on separate sfieet and attach to green sheet.
Initiating Probiem, Issues, Opportunity (Who, What, When, Where, Why):
The bonds are part of the 2010 winter bond sale. City Council gave preliminary approval on 1l20110 CF #10-45
AdvantageslfApproved:
The bonds will be sold
DisadvantageslfApproved:
None Known
DisadvanW ges If Not Approved:
Bond proceeds will not be available as a financing source
Totai Amount of
Sransaction:
Funding Source:
Financial Information:
(Explain)
Cost/Revenue Budgeted:
Activity Number:
Februarv 2. 2010 9:3p AM pa�P '�
10-154
EXFIIBIT A
FORM OF SERIES 2010C BODtD
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
�
$
TAXABLE GENERAL OBLIGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BOND, SERIES 2�1aC
(BUII.D AMERICA BONDS — DIItECT PAY)
INTEREST RATE MATURITY DATE
DATE OF
ORIGINAL ISSiIE
CUSIP
March 3, 2010
REGISTERED OWNER: CEDE & CO.
PRINCII'AT. AMOUNT:
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that che Ciry of Saint Paul, Ramsey County,
Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises to pay to
the registered owner specified above or on the certificate of registration below, or registered assigns, in
the manner hereinafter set forth, the principal amount specified above, on the maturity date specified
above, unless called for eazlier redemption, and to pay interest thereon semiannually on May 1 and
November 1 of each yeaz (each, an"Interest Payment Date"), commencing November 1, 2010, at the rate
per annum specified above (calculated on the basis of a 360-day yeaz of twelve 30-day months) until the
principal sum is paid or has been provided for. This Series 2010C Bond will bear interest from the most
recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date
of original issue hereof. The principal of and premium, if any, on this Series 2010C Bond are payable in
same-day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal office
of the Treasurer of the City in Saint Paul, Minnesota (the `Bond Registrar"), acting as paying agent, or
any successor paying agent daly appointed by the Issuei; provided, however, that upon a partial
redemption of this Series 2010C Bond which results in the stated amount hereof being reduced, the
Holder may in its discretion be paid without presentation of this Series 2010C Bond, which payment shall
be received no later than 2.30 p.m., Eastern time, and may make a notation on the panel provided herein
of such redemption, stating the amount so redeemed, or may retum the Series 2010C Bond to the Series
2010C Bond Registrar in exchange for a new Series 2010C 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 deternunative of the principal amount of trds Series 2010C Bond outstanding,
unless the Bond Registrar has signed the appropriate column of the panel. Interest on this Series 2010C
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 Series 2010C Bond is registered (the "Holder" or `Bondholder") on the
registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at
the close of business on the fifteenth day of the calendaz month preceding such Interest Payment Date (the
"Regulaz 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
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10-154
p.m., Eastern time, if the Series 2010C 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 to be payable m the person
who is the Holder hereof as of the Regulaz Record Date, and shall be payable to the person who is the
Holder hereof at the close of business on a date {the "Special Record Date") fixed by the Bond 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 Series 2010C Bond are payable in lawful money of the United
States of America.
Date of Payment Not Business Day. If the date for payment of the principal of, premium, if any,
or interest on this Series 2010C Bond shall be a 5aturday, 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
Bond Registrar is located are 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 institutions are authodzed to close, and payment on such date shall have the same
force and effect as if made on the nominal date of payment.
Oational Redemption. All Series 2010C Bonds of this issue (the "Series 2010C Bonds")
maturing afrer May 1, 2020, are subject to redemption and prepayment at the option of the Issuer on such
date and on any day thereafter at a price of paz plus accrued interest. Redemption may be in whole or in
pazt of the Series 2010C Bonds subject to prepayment. If redemption is in part, those Series 2010C
Bonds remaining unpaid may be prepaid in such order of maturity and in such amount per maturity as the
City shall deternune; and if only part of the Series 2010C Bonds having a common maturity date aze
called for pregayment, this Series 2010C Bond may be prepaid in $5,0�0 increments of principal.
iFOR TERM BOI3DS - Scheduled Mandarory Redemption. This Series 2010C Bond is subject
to scheduled mandatory redemption through operation of a sinking fund as provided for in the
Resolution.]
Due Date. Series 2010C 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.
Notice of Redemotion. Mailed noCice of redemption shall be given to Che paying agent (if other
than a City officer) and to each affected Holder of the Series 2010C Bonds. In the event any of the Series
2010C 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 2010C Bonds to be
redeemed. In connection with any such notice, the "CUSIP" numbers assigned to the Series 2010C
Bonds shall be used.
Issuance: Pumose: General Obli�ation. This Series 2010C Bond is one of an issue in the total
principal amount of $12,500,000, all of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination and redemption privilege, which Series 2010C Bond has been issued
pursuant to and in full confornuty with tha Constitution and laws of the State of Minnesota and the
Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on
Febmazy 10, 2010 (the "Resolution"), for the purpose of providing money to finance the wnsuvction of
various street improvements in the City. This Series 2010C Bond is payable out of a special account
relating to the 5eries 2010C Bonds in the General Obligation Special Assessments — Streets Debt
Service Fund of the Issuer. This Series 201�C Bond constitutes a genecal obligation of the Issuer, and to
provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the
f�
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same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby
urevocably pledged.
Denominations: Resolution. The Series 2010C Bonds are issuable originally only as fully
reo stered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity.
Reference is hereby made to the Reso]ution for a description of the rights and duties of the Registrar. A
copy of the Resolution is on file in the principal office of the Registraz.
Transfer. This Series 2010C Bond sha11 be rea stered in the name of the payee on the books of
the Issuer by presenting this Series 2010C Bond for registration to the Registrar, who will endorse its
name and note the date of registration opposite the name of the payee in the certificate of registration
anached hereto. Thereafter this Series 2010C Bond may be transferred by delivery with an assigiment
duly executed by the Holder or its legal representatives, and the Issuer and Registrar may treat the Holder
as the person exclusively entitled to exercise all the rights and powers of an owner until this Series 2010C
Bond is presented with such assig�ment 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 Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice to, the
Registrar. Transfer of this Series 2010C Bond may, at the direction and expense of the Issuer, be subject
to certain other restrictions if required to qualify this Series 2010C Bond as being "in registered form"
within the meaning of Section 149(a) of the Internal Revenue Code of 1986, as amended.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to
cover any t� or other govemmental chazge payable in connection with the transfer or exchange of this
Series 2010C Bond and any legal or unusual costs regarding transfers and lost Series 2010C Bonds.
Treatment of Reeistered Owner. The Issuer and Bond Registraz may treat the person in whose
name this Series 2010C Bond is registered 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 2010C Bond shall be overdue, and neither the Issuer nor the Bond Registraz
shall be affected by notice to the contrary.
Authentication. This Series 2010C Bond shall not be valid or become obligatory for any purpose
or be entifled to ariy security unless the Certificate of Authentication hereon shall have been executed by
the Bond Registraz.
TT IS HEREBY CERTIFIEED AND RECITED that all acts, conditions and things required by the
Consutution 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 2010C Bond, have been done, have
happened arid have been performed, in regulaz and due form, time and manner as required by law, and
that this Series 2010C 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
constiturianai or statutary or Chazter limitation of indebtedness.
A-3
10-154
IN WTI'NESS WHEREOF, the Ciry of Saint Paul, Ramsey County, Minnesota, by its City Council
has caused this Series 2010C Bond to be sealed with its official seal and to be executed on its behalf by
the facsimile signamre of its Mayor, attested by the facsimile signamre of its Clerk, and 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:
City Clerk
Countersigned:
Director, Office of Financial Services or Designee
�1
10-154
CERTIFICATE OF AUTHENTICATION
This is one of the Series 2010C Bonds delivered pursuant to the Resolutions mentioned within.
CITY OF SAINT PAUL, MINNESOTA
�
City Treasurer
A-5
10-154
ASSIGNMENT
For value received, the undersio ed hereby sells, assia s and transfers unto
the within Series 2010C Bond and all rights
thereunder, and does hereby iRevocably constitute and appoint attorney to
transfer the said Series 2010C Bond on the books kept for registration of the within Series 2010C Bond,
with full power of substitution in the premises.
Dated:
Notice: The assignor's sia ahare to this assignment must correspond with the name as it
appeazs upon the face of the within Series 2010C Bond in every particulaz,
without alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guazanteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock EYChange Medallion Program ("SEMP"), the
New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature
guarantee program" as may be determined 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 2010C Bond unless the information
concerning the assignee requested below is proeided.
Name and Address:
(Include information for all joint owners if this Series 2010C
Bond is held by joint account.)
Please insert social security or other identifying number of assignee
(The remainder of this page is intentionally left blank.)
�
10-154
n: :
Saint Paul City, Minnesota
Taxable General Obligalaion Street Improvement Special Assessment Bonds
Series 2010C (Build America Bonds - Direct Pay)
TERMS AND CONDII`IONS
Tme Interest Cost I�et of BAB credit for the Series 2010C Bonds: 3.2485023�7c
The Series 2010C Bonds shall marure on the dates arid in ihe principal amounts set forth below:
Maturity
Principal
Amount
Interest
Rate Yield Price
May 1, 2011
November 1, 2011
May 1, 2012
November 1, 2012
May 1, 2013
November 1, 2013
May 1, 2014
November l, 2014
May 1, 2015
November 1, 2015
May 1, 2016
November 1, 2016
May 1, 2017
November 1, 2017
May 1, 2018
November 1, 2018
May 1, 2019
November 1, 2019
May 1, 2020
November 1, 202Q*
$250,000
255,000
255,000
255,000
255,OQ0
260,a�a
260,000
265,000
265,000
270,000
275,000
275,000
280,000
285,000
290,000
290,000
295,000
300,000
305,000
310,0�0
0.80%0
1.25
1.40
1.70
1.85
2.25
2.40
2.70
2.85
3.10
3.25
3.45
3.60
3.85
4.05
4.20
4.25
435
4.40
4.45
0.80%
125
1.40
1.70
1.85
2.25
2.40
2.'70
2.85
3.10
3.25
3.45
3.60
3.85
4.05
4.20
4.25
A35
4.40
4.45
$635,000 4.65% Term Bond due November 1, 2021*
Price of 100.00%
Pavment Date
May l, 2021
November 1. 2021*x
'�Priced to the Optional Redemption Date of May L, 2020.
"xStated Maturity
Princioal Amount
$315,000
32Q000
�
100.00%
100.00
100.00
100.00
100.00
100.�0
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
1Q0.00
lOQ.00
10-154
$655,000 4J5% Term Bond due November 1, 2022"
Price of 100.00%a
Pa�ment Date Principal Amount
May 1, 2022 $325,000
November 1, 2022"" 330,000
$68Q000 4.85% Term Bond due November 1, 2023"
Price of I OO.00�Io
Pavment Date Principal Amount
May 1, 2023 $335,000
November 1, 2023�" 345,000
$705,000 4.95% Term Bond due November 1, 2024*
Price of 100.00%
PavmenC Date Princioal Amount
May 1, 2024 $350,000
November 1, 2024M* 355,000
$725,000 5.15% Term Bond due November 1, 202�*
Price of 100.00%
Pavment Date Principa( Amount
May 1, 2025 $36Q000
November 1, 2025** 365,000
$755,000 535% Term Bond due November 1, 2026x
Price of 100.00%
Payment Date Frinci� Amount
May 1, 2026 $375,000
November 1, 2026** 380,000
'�`Priced to the Optional Redemption Date of May 1, 2020.
�*Stated Matunry
�
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$78QQ�Q 5.45% Term Bond due November 1, 2027*
Price of 100.00%
Pavment Date
May 1, 2027
November l, 2027x"
PrinciQal Amount
$385,000
395,000
�805,000 S.SS�Io Term Bond due November 1, 2028*
Price of 100.00�/c
Pavment Date
May l, 2028
November l, 2028*x
Princioal Amount
'.� 11 11/
�/ 1 1
$1,265,000 5.75% Term Bond due November 1, 2030*
Price of 100.00%
Payment Date
May 1, 2029
November 1, 2029
May 1, 2030**
*Priced to the Optional Redermgtian Date of May 1, 2Q20.
*"Stated Ma[uriry
Principal Amount
$415,000
42Q000
430,000
�
10-154
��IT c
PROPOSALS
� Springsted
$13,500,0011°
Spnngsted irwo(poreted
380 Jackson Street SuRe 300
Samt PauL MN 551 0 5-2887
Te( 651-2233000
Fax_ 65L223-9D02
£matl. ad�nscrs�,springstedcom
www sprin9sted_com
CI7'Y O� SAINT PAUL, b[INA�SOT9
TAXABLE GENEIUL OBL[GATION STREET IbiPROVE1iEVT SPECI.4I. ASSESS�(EYT BONDS, SE12[ES 201QC
(BCiILD.1.ti1ERIC�1 BO\'DS - DII2ECT P:AI�
(BOOI{ ENTRY OVI,]�
A�y:ARD:
CE��aA
M&I M.ARSI�LSLL & ILSLEY BAhR
STERNE, AGEE & LEACH. INC.
CRONTV & COMPAhY. INC.
(Taxable)
MS�I WARSN.4LL & II.SLEY BA,VK
STSRVE, AGEE & LEACR, INC.
CROY[iV & CONIPA.A'Y, INC.
February 10, 2010 1�loodv`s Rating: 9a2
Standard & PooPs Ra[iag: AAA
Interest Net [nterest 1t�ue [ntecest
Rates Price Cost Ra[e
0 80�70 571/2011 $12,381,806.25 57,227,757.89 4.9241%
1:L5°k IU1R011
t.40�i 5/1/2012 Net of BAB Credit: $A,739,41Q.62 31480:6
F90°k 11/1/2012
1.85% 5lt/2013
22�90 i11U2013
2.40% 511l20t4
2.70% 11/1/2014
2_8�`.� 5/1l2015
3.10% 1111/20F5
3.25°h Slll?016
3.45% Illll2016
3.W9 5l1/?All
3.&5°k IlitYl017
4_0�9 SQ1201S
420% lll12018
d.2�% 5/1/2019
4.35Y Illl/2019
4.40`7� Sil/202D
a.as� yi;v2azo
as5'�o snr2o21-ilrirzo2t
4.75% 511/2022-i1/112022
4.85`k Si12023-11/12023
4.95�k 5l12024-II/I/20�4
5.15°k Sill2025-II11120?S
5.359 St1i2�26-1t(L/2Q?6
5.45% 511l2027-1U1l2027
5559c 5/1/2028-11/112208
5.759 S71I2024-i/1/3030
(Continued)
Pubiic Sector Advisors
C-1
10-154
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
\ORTHL.4ND SECt7RI"IIES
BERNARD3SECURITIES.I\CORPORATED
DOUGHERI'Y & CObiPANY LLC
tihI1'ED B.4:tiKERS' BANK
fTa�abie)
OJS�C
1.W9c
I.ZD`k
1.409
1.6D9
1.90 �
2.75 �
?.609
2.75 �
?.90 �
3.?5 �
3.40�
3.60 �
3.70�
3.90'�
4_105
4.7A%
4 309
4.40%
4.509
4 G5 �
4.807
4.90`7c
S.00�b
5.209c
5.4090
5.50 �
5.6D�
6.00�
Sill2011 512,375,000.00 3730&OS119
ll1112011
5/112012 Net Of BAB Credit 54,794,00'5.93
I1/1/2012
5/112013
11/172013
5!I!2014
11lI/2014
5f1/2015
i t/U?A15
5/1/2016
i1t112016
5!I/2017
I1/1/2017
5i1i2018
11/112018
5lS12019
11/1/2019
5f11201A
illl/2020
5l1/202t-11/112021
511J2022-111112Q22
5/I/2023-11/113023
5/t2024-11/1/2024
5J1/202�-11i1/2025
5/1/2026-llJl/7A26
51112027-11/113027
S1t12028-11I1l202&
5!I!2024-5l12030
4.97Q8 %
3?82290
PIPER tAFFRAY & CO. 2.009 5l112 0 11-1 1/I/ZAl2 �13,11Q510.85 $5,433,774.71 3�914%
(Taz-Exempt} 2.50% 5f1/2613-ll1112014
3.0090 5l1/201�-5/1/2018
4.00% 11/12018-i1/I/2023
5.00� SI1R024-11i1/2027
4.0090 5/112028-5/1�2030
-"--------'----'---'--------'--------°----'-------------"-------'-------'-------------------"'__'—'------'---'-'-'—'--'-----
These Bonds are bzing reoffered ac Par.
BBI: 4.36`70
Avera;e Mamriry: I1.602 Years
� Subsequenr ro bid opening, tite issae szce ivas iwi rhnngerl.
C-2
10-154
SA385-22 (BWJ)
363406v.6
Year
2009
2010
2011
2�12
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
EXI�IBIT D
TAX LEVY
Collection Year
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
Levy Amount
$220,638.97
872,172.05
882,995.55
888,405.20
89Q734.68
895,613.03
892,562.56
897,446.16
888,667.95
888,466.93
886,491.40
8&2,26625
876,224.60
878,859.89
868,867.61
861,765.46
851,617.00
84A,319.29
829,365.76
816,539.80
D-1