95-176-��e-��
Preserned By
Referred To
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RESOLUTION
�.6AINT PAUL� MID
Council File # �S �' �, �j
Graen Shee[ #_� 3� 9 b
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Committee: Date
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ACCEPTING AUTHORIZING SALE OF
TAXABLE GENERAL OBLIGATIO2i TAX
INCREMENT BONDS, SERIES 1995A AND
PROVIDING FOR THEIR ISSUANCE
5 WHEREAS, the City Council adopted Resolution No. 94-17-
6 93 on Decelnber 14, 1994, giving preliminary approval of the
7 issuance and sale to Miller & Schroeder Financial, Inc. and Piper
8 Jaffray, Inc. (the "Underwriters") of taxable general obligation
9 tax increment bonds in an aggregate principal amount not to
10 exceed $8,500,000 to finance certain public redevelopment costs
11 (the "Project Costs") to be reimbursed by the Housing and
12 Redevelopment Authority of the City of Saint Paul, Minnesota (the
13 ��Authority'�) pursuant to certain Redevelopment Agreements entered
14 into between the Authority and University Avenue Marketplace,
15 Inc. and JRC Midway Limited Partnership; and
16 WHEREAS, the Director, Department of Finance and Management
17 Services, has presented an offer received from the Underwriters
18 for the purchase of said taxable general obligation tax increment
19 bonds entitled Taxable General Obligation Tax Increment Bonds,
20 Series 1995A (the "Bonds"), of the City of Saint Paul, Minnesota
21 (the "City"); and
22 WHEREAS, the Director, Department of Finance and
23 Management Services, has recommended that the offer of the
24 Underwriters be accepted; and
25 WHEREAS, the City has heretofore issued registered
26 obligations in certificated form, and incurs substantial costs
27 associated with their printing and issuance, and substantial
28 continuing transaction costs relating to their payment, transfer
29 and exchange; and
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1 WHEREAS, the City has determined that significant
2 savings in transaction costs will result from issuing bonds in
3 "global book-entry form", by which bonds are issued in
4 certificated form in large denominations, registered on the books
5 of the City in the name of a depository or its nominee, and held
6 in safekeeping and immobilized by such depository, and such
7 depository as part of the computerized national securities
8 clearance and settlement system (the "National System") registers
9 transfers of ownership interests in the bonds by making
10 computerized book entries on its own books and distributes
il payments on the bonds to its Participants shown on its books as
12 the owners of such interests; and such Participants and other
13 banks, brokers and dealers participating in the National System
14 will do likewise (not as agents of the City) if not the
15 beneficial owners of the bonds; and
16 WHEREAS, "Participants" means those financial insti-
17 tutions for whom the Depository effects book-entry transfers and
18 pledges of securities deposited and immobilized with the
19 Depository; and
20 WHEREAS, Midwest Securities Trust Company, a limited
21 purpose trust company organized under the laws of the State of
22 Illinois, or any of its successors or successors to its functions
23 hereunder (the "Depository"), will act as such depository with
24 respect to the Bonds except as set forth below, and there is
25 before this City Council a form of letter agreement (the
26 ��Depository Letter Agreement") setting forth various matters
27 relating to the Depository and its role with respect to the
28 Bonds; and
29 WHEREAS, the City will deliver the Bonds in the form of
30 certificates representing the entire principal amount of the
31 Bonds due on each maturity (the "Global Certificates"), which
32 single certificate may be transferred on the City's bond register
33 as required by the Uniform Commercial Code, but not exchanged for
34 smaller denominations unless the City determines to issue
35 Replacement Bonds as provided below; and
36 WfiEREp,S, the City will be able to replace the
37 Depository or under certain circumstances to abandon the "global
38 book-entry form^ by permitting the Global Certificates to be
39 exchanged for smaller denominations typical of ordinary bonds
40 registered on the City's bond register; and "Replacement Bonds"
41 means the certificates representing the Bonds so authenticated
42 and delivered by the Bond Registrar pursuant to Sections 8 and 14
43 hereof:
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NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
1. Acceptance of Offer. The offer of the
Underwriters to purchase $7,660,000 Taxable General Obligation
Tax Increment Bonds, Series 1995A, of the City (the "Bonds", or
individually a"Bond"), in accordance with the terms and at the
rates of interest set forth hereinafter and in the Bond Purchase
Agreement, and to pay for the Bonds the sum of $7,660,000, plus
interest accrued to settlement, is hereby accepted.
10 2. Definitions in This Resolution. Terms used but
11 not otherwise defined herein shall have the meaning given them
12 the Developer Agreements (as applied to the Phase I Midway
13 Marketplace Development) except that the following terms have
14 following meanings unless the context hereo£ clearly requires
15 otherwise:
16 Act: all relevant provisions of Minnesota Statutes,
17 Sections 469.174 through 469.179, and Minnesota Statutes,
18 Sections 469.001 through 469,047, as now or hereafter amended;
in
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19 Actual Debt Service Coverage Ratio: for purposes of the
20 Pledge Agreement, the ratio of Non-SUbdistrict Tax Increments
21 payable in a calendar year to the maximum principal and interest
22 to become due in any Bond Year (including any mandatory sinking
23 fund installments) on all outstanding Non-Subdistrict Bonds;
24 Administrative Exoenses: all fees and disbursements of the
25 City, Paying Agent and Bond Registrar and any Servicer incurred
26 by the City in connection with its duties hereunder or with
27 respect to any Bonds and any costs incurred by the City or the
28 Authority in enforcing its (or the Authority's) rights under the
29 Pledge Agreement and/or the Security Agreements;
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Authoritv: The Housing and Redevelopment Authority of the
City of Saint Paul, Minnesota, its successors and assigns;
Authorized Denomination: a denomination of a minimum of
$5,000 or any multiple thereof;
Authorizinv Resolution or Resolution: this Resolution;
Basic Pavments: the Basic Payments required to be made by
the City or Authority for deposit in the Bond Fund or Reserve
Fund as set forth under Section 20;
Bond Closincr: the date on which there is delivery of and
payment for the Bonds;
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Bond Counsel: the firm of Briggs and Morgan, Professional
Association, of Saint Paul and Minneapolis, Minnesota, or any
other firm of nationally recognized bond counsel selected by the
City;
Bond Fund: the fund so designated in Section 22, Prom which
the principal of and interest and premium, if any, on the Bonds
is payable;
Bond Fund Reauirement: a sum equal to the total o£ (i) all
unpaid principal due, (ii) (if the Interest Payment Date next
succeeding the date of calculation is not a Principal Payment
Date) half or (if the Interest Payment Date next succeeding the
date of calculation is a Principal Payment Date) all of the
principal to become due on the Bonds (including Sinking Fund
Installments) on the next succeeding Principal Payment Date and
(iii) all unpaid interest due and to become due on the Bonds on
the next succeeding Interest Payment Date (less any such interest
to be paid from sums held in the Capitalized Interest Account);
provided that in determining whether there are sufficient funds
in the Bond Fund to satisfy this requirement, any sums deposited
in the Bond Fund to pay the principal of optionally called Bonds
shall be disregarded and any General Fund Monies held in the Bond
Fund shall also be disregarded;
Bond Purchase Aqreement: the Bond Purchase Agreement, dated
February 22, 1995, between the City and the Underwriters;
Bond Revister: the register maintained by the Bond
Registrar puzsuant to Section 15;
Bond Reaistrar: the City Treasurer or any successor Bond
Registrar duly appointed by the City under Section 10;
Bondholder or Holder or Secured Bondholder: the person in
whose name a Bond is registered on the Bond Register;
Bonds: the Taxable General Obligation Tax Increment Bonds,
Series 1995A, to be issued by the City pursuant to this
Resolution to finance certain Public Redevelopment Costs;
34 Bond Year: any year beginning on March 2 of each year
35 (commencing March 2, 1996) and ending on March 1 each year
36 thereafter;
37 Business Dav: any day exclusive of Saturday, Sunday or a
38 legal holiday or a day on which banking institutions in the city
39 where the principal corporate trust o£fice of the Bond Registrar
40 is located are authorized by law or executed order to close;
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1 C�italized Interest Account: the Capitalized Interest
2 Account by that name created in the Construction Fund under
3 Section 21;
Caoitalized Interest Permitted Investments: the Permitted
Investments credited at Bond Closing to the Capitalized Interest
Account under Section 21(1)(ii);
7 C�italized Int�rest Period: with respect to each series of
8 Project Component Bonds, a period commencing on their Original
9 Issuance Date and ending on the day next preceding the date of
10 the related Completion Date Deadline assuming no extension of
11 such deadline;
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Citv: the City of Saint Paul, Minnesota;
City Council: the governing body of the City;
14 Commingled Tax Increments: all tax increments received
15 Bond Closing by the Authority (or the City on behalf of the
16 Authority) pursuant to the Tax Increment Act with respect to
17 Overlapping Tax Zncrement District;
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Comnletion Certificate: with respect to a Project
Component, the Certificate of Completion (as defined in the
Developer Agreement), together with (a) evidence that any
Development Mortgage filed with respect to the Project Component
is subject and subordinate to the Assessment Agreement and Real
Estate Covenants and (b) a certificate executed by the Developer
for the Project Component stating in effect that the obligation
of the Anchor Tenant(s) of Lease(s) of the Project Component to
pay Tenant Shortfall Payments and Tenant Real Estate Taxes
commences no later than a date certain (which may be no later
than the related Completion Date Deadline) and is not subject to
an unsatisfied condition that the Developer complete any Tenant
Improvements for the Anchor Tenant(s); provided that in any event
for purposes of this Resolution and the Developer Agreements
issuance of a Completion Certificate shall not be effective prior
to October 1, 1995 for the UAMI Project Component, December 1,
1995 for the Small Shops Project Component, December 1, 1995 for
the SUPERVALU Project Component and December 1, 1996 for the
K-Mart Project Component nor shall a Completion Certificate for
the Small Shops Project Component, SUPERVALU Project Component or
R-Mart Project Component be effective prior to the date on which
the Completion Certificate for the UAMI Project Component is
effective;
ComDletion Date: the date as of which a Completion Certifi-
cate is filed by the Developer or the Authority with the City and
becomes effective as to any Project Component;
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1 Comnletion Date Deadline: January 1, 1996 for the UAMI
2 Project Component, July 1, 1996 for the Small Shops Project
3 Component, April 1, 1996 for the SUPERVALU Project Component, and
4 June 1, 1997 for the K-Mart Project Component; or such later
5 date, if any, to which any such deadline has been extended under
6 Section 9(4j(B�;
7 Completion Letter of Credit: the Letter of Credit (which
8 may be more than one Letter of Creditj furnished at Bond Closing
9 under Section 21(1) or any Substitute Completion Letter of Credit
l0 secured under Section 21(9);
il Construction Fund: the fund so designated in Section 21;
12 Costs of Issuance: all costs and expenses incurTed or to be
13 incurred by the City or Authority with respect to the
14 authorization, sale and issuance of the Bonds, including all
15 costs associated with the preparation of this Resolution, the
16 Security Agreements, and all other documents necessary to the
17 Bond Closing or required by the Resolution;
18 Costs of Issuance Account: the Cost of Issuance Account by
19 that name created in the Construction Fund under Section 21;
20 Countv: the County of Ramsey;
21 Develooer or Developers: UAMI and JRC, and any successor
22 entity under the Developer Agreements, individually or
23 collectively;
24 Developer Acrreements: the Developer Agreements between the
25 Authority and each Developer, pursuant to which the Developer
26 Property is to be developed in accordance with the Redevelopment
27 Plan;
28 Developer's Prooertv: the property held (or to be held) by
29 each Developer and located on the sites described in Exhibit A;
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Discharve: the discharge of Bonds under Section 28;
Discharae Date: the date on which all outstanding Bonds are
discharged under Section 28;
Escrow Account: the Escrow Account by that name created in
the Construction Fund under Section 21;
Escrowed Bond Funds: Net Proceeds and any Letter of Credit
proceeds, and earnings thereon, held by the City in the
Construction Fund, as security for and a source of payment of the
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Bonds and interest thereon, and unavailable to pay Project Costs,
as provided in SeCtion 21 hereof;
E�ttension Letter of Credit: any Letter of Credit secured
under Section 9(4)(B) or any Substitute Extension Letter of
Credit secured under Section 21(9j;
Extension Period: the period over which a Completion Date
Deadline is extended under Section 9(4)(B);
E�ttraordinary Redemntion Dates: the dates on which all or
part of the Bonds are subject to mandatory redemption under
Section 9(4)(A);
Final Com�letion Date: the date on which the Authority has
certified to the City the last of the Completion Dates for
evidencing that all of the Project is substantially completed;
14 Final Com,_pletion Date Deadline: the latest Completion Date
15 Deadline for a Project Component;
16 Final Maturitv Date: the latest stated maturity date of
17 outstanding Bonds;
18 Final Payment Date: the Maturity Date or Discharge Date on
19 which all outstanding Bonds either mature, are to be redeemed or
20 are discharged, whichever is earlier;
21 General Fund Monies: all monies of the City except
22 Revenues;
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Holder or Bondholder: the person in whose name a Bond is
registered in the Bond Register;
Interest Pavment Date: September 1 and March 1 of each year
(commencing September 1, 1995);
JRC: JRC Midway Limited Partnership, an Illinois limited
partnership, its successors and assigns;
JRC Proiect: that part of the Project described in
Exhibit B attached hereto, composed of the Small Shops Project
Component, the SUPERVALU Project Component and the K-Mart Project
Component;
%-Mart Proiect Comoonent:
Developer Agreement with JRC;
the ^K-Mart Subproject" in
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Letter of Credit: the irrevocable letter of credit (for the
benefit of the City) required under Sections 21(1) and, if
applicable, Section 9(4)(B) or Section 21(9);
4 Lost Gross Floor Area: the amount by which the Gross Floor
5 Area (assumed under the applicable Developer Agreement in
6 initially calculating the Projected Tax Payments, as set forth in
7 the definition thereof) exceeds the actual Gross Floor Area
8 remaining after damage, destruction or condemnation after
9 deducting the Gross Floor Area which the Developer elects under
10 the Developer Agreement not to restore after damage, destruction
11 or condemnation thereof;
12 Mandatorv Redemption Schedule: the schedule of 5inking Fund
13 Installments required under paragraph (A) of Section 9(2) hereof;
14 Maturity Date: the date on which any or all of the
15 principal of, and interest and premium, if any, on the Bonds is
16 due, whether at maturity, a scheduled interest payment date, or
17 upon redemption;
18 Net Proceeds: the sums described in clause (C) of Section
19 21(1);
20 Non-Subdistrict Bonds: all Bonds, except Bonds maturing in
21 the years 1996, 1997 and 1998 in the respective principals
22 amounts o£ $440,000, $415,000 and $470,000;
23 Non-Subdistrict Tax Increments: all Tax Increments except
24 Subdistrict Tax Increments;
25 Officer's Certificate: a certificate signed by the
26 Executive Director of the Authority and delivered to the City;
27 Off-Site Tax Parcel: (i) any tax parcel located in the
28 Overlapping Tax Increment District but not in the Tax Increment
29 District or in the Phase II Tax Increment District, plus (ii) any
30 tax parcel underlying any Project Component which fails to
31 satisfy the Completion Date Deadline therefor;
32 Original Comoletion Date Deadline: the Completion Date
33 Deadline established at Bond Closing;
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Oriainal Issuance Date: the date on which the Bonds are
originally delivered to and paid for by the Underwriters;
Overlanoina Tax Increment District: the tax increment
financing district which is described in Exhibit D and which
includes the Tax Increment District as a part thereof;
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1 Pavinv Aaent: the Bond Registrar, or any other entity
2 designated by the City Council as the agent of the City to
3 receive and disburse the principal of and premium, if any, and
4 interest on the Bonds;
5 Pavment Date: the Maturity Date or Discharge Date, as the
6 case may be;
7 Permitted Znvestments: (a) as used herein with respect to
8 any deposits into the Escrow Account pursuant to Section
9 21(1)(i), Treasury Securities and (b) as used herein with respect
10 to the Capitalized Interest Permitted Investments or otherwise,
11 any investment permitted described in Minnesota Statutes, Section
12 475.66, Subdivision 3, clause (f), and approved by the City
13 Treasurer;
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Phase I Midwav Marketplace Development: the Project;
Phase II Midway Marketplace Develooment: that portion of the
Saint Paul Neighborhood Redevelopment Project Area established by
the Authority pursuant to Minnesota Statutes, Sections 469.001
through 469.047, known as the Phase II Midway Marketplace
Development, (constituting the Anchor E, Retail C and Retail D
improvements of the Midway Marketplace Project) and described in
Exhibit J attached hereto, and as the same may be modified from
time to time;
23 Phase II Tax Increment District: that portion of the
24 Overlapping Tax Increment District which is coterminous with the
25 boundaries of the Phase II Midway Marketplace Development
26 described in Exhibit H attached hereto;
27 Pledae Aqreement: the Pledge Agreement, dated March 1,
28 1995, between the City and the Authority, pursuant to which the
29 Authority has pledged Revenues to the payment of the Bonds;
30 Princioal Payment Date: March 1 of each year, commencing
31 March 1, 1998;
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Project: that portion of the Saint Paul Neighborhood
Redevelogment Project Area established by the Authority pursuant
to Minnesota Statutes, Sections 469.001 through 469.047, known as
the Phase I Midway Marketplace Development, {constituting the
Anchor A, Anchor B, Anchor C, Anchor D, Retail A, Retail B and
Montgomery Ward Auto Service improvements of the Midway
Marketplace Project) and described in Exhibit A attached hereto,
and as the same may be modified from time to time;
40 Project Buildinqs: the buildings included as part of the
41 Project;
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1 Project Component: each of the components of the Project
2 consisting of the UAMI Project Component, the SUPERVALU Project
3 Component, the Small Shops Project Component and the K-Mart
4 Project Component;
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Proiect Component Bonds: with respect to the UAMI Project
Component, 37.4$ of the outstanding Bonds, with respect to the
Small Shops Project Component, 11.1� of the outstandinq Bonds,
with respect to the SUPERVALU Project Component, 20.3$ of the
outstanding Bonds, and with respect to the K-Mart Project
Component, 31.2$ of the outstanding Bonds; provided that,
following a redemption pursuant to either Section 9(3) or
9(4)(A), Project Component Bonds with respect to any particular
Project Component which has satisfied or may satisfy the
Completion Date Deadline therefor shall be that proportion of
then outstanding Bonds that such Project Component's Gross Floor
Area (excludina any Lost Gross Floor Area for such Project
Component) bears to the Gross Floor Area o£ the Project (after
excludina (i) any Lost Gross Floor Area in the Project and (ii)
any Gross Floor Area in a Project Component which was not
completed prior to the related Completion Date Deadline, thereby
resulting in a redemption pursuant to Section 9(4)(A)). The
Sinking Fund Znstallments allocable to such Project Component
Bonds shall be based on the same ratio used for calculating the
Project Component Bonds (in each case rounded to the nearest
$5,000 of principal); and Subdistrict Bonds shall be allocated to
Project Component Bonds with respect to any particular Project
Component based on that proportion of then outstanding Bonds that
such Project Component Bonds bears to all outstanding Bonds;
Proiect Costs: all costs permitted by the Act and the Tax
Increment Financing Plan, and all expenses incurred or to be
incurred by the Authority or City in providing for the
development and improvement of lands within the Project pursuant
to the Tax Increment Financing Plan, including but not limited to
the Public Redevelopment Costs;
35 Oualified Letter of Credit: means (i) a Letter of Credit
36 (for the benefit of the City) issued by either the bank which
37 issued the Completion Letter of Credit or by a depository
38 institution or trust company incorporated under the laws of the
39 United States of America or any state thereof and subject to
4o supervision and examination by federal and/or state authorities,
41 so long as at the time of the issuance of such Letter of Credit,
42 Moody's Investors Service, Inc. has rated the debt of such
43 institution in one of its two highest rating categories or has
44 rated the commercial paper of such institution (or, in the case
45 of a depository institution which is the principal subsidiary of
46 a holding company, the commercial paper of other short-term debt
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- 1 obligations of such holding company) the rating "P-1"; and (ii)
2 any other letter of credit approved by the City Council;
3 Redemption Date: the date on which Bonds are to be prepaid
4 and redeemed under Section 9;
5 Redevelopment Plan: the Redevelopment Plan for the Saint
6 Paul Neighborhood Redevelopment Project Area approved by the
7 Authority pursuant to Minnesota Statutes, Sections 469.001
8 through 469.047, as a supplement to the Citywide Redevelopment
9 Plan and as the same may be modified from time to time;
10 Reaistered Bond: any of the Bonds;
11 Registered Holder or Holder: the person in whose name a
12 Bond is registered;
13 Reaular Tax Increments: all Tax Increments except
14 Subdistrict Tax Increments;
15 Representative: the Director, Department of Finance and
16 Management Services, of the City or any other person at any time
17 designated to act on behalf of the City by the City Council;
18 Reserve Fund: the fund so designated by Section 23;
19 Reserve Requirement: a sum equal to the maximum principal
20 and interest to become due on the Non-Subdistrict Bonds in any
21 future Bond Year (after taking into account any mandatory
22 redemption schedule);
23 Reserve Fund Suretv: an insurance policy, letter of credit,
24 surety or like obligation issued by a bank, a surety, insurance
25 company or other financial institution generally regarded as
26 responsible, which Reserve Fund Surety (i) provides liquid funds
27 upon demand of the City for deposit in the Reserve Fund at such
28 time as funds in the Reserve Fund are required hereunder to be
29 transferred to the Bond Fund because of a deficit therein and
30 (ii) is filed with the City, together with an opinion of counsel
31 stating in effect that the Reserve Fund Surety is binding and
32 enforCeable in accordance with its terms, subject to such
33 customary exceptions relating to bankruptcy laws, insolvency laws
34 and other si.milar laws affecting creditors� rights generally as
35 such counsel deems necessary;
36 Revenues: all Tax increments and Shortfall Payments
37 hereunder pledged to the payment of Bonds;
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Securitv Aareements: the Developer Agreements and the
Security Agreements as defined in the Developer Agreements
(except the covenants in the JRC Developer Agreement relating to
the Phase II Project thereunder and any Security Agreements
entered into with respect thereto); provided that Security
Agreements shall not include (i) covenants which only apply to
the Project, or a portion thereof, prior to the Completion Date
there£or and (ii) any covenant to pay e}cpenses incurred by the
Authority in enforcing said agreements or any other covenant to
otherwise indemnify the Authority from any claims, damages or
liability arising from said agreements;
Servicer: any individual, firm, entity, or other person
(other than an employee of the City) retained by the City to
perform on behalf of the City any of the functions to be
undertaken by the City hereunder;
16 Shortfall Pavments: any Shortfall Payments paid or secured
17 under the Security Agreements and Transferred Tax Payments (as
18 defined in the Developer Agreements) remitted to the City
19 pursuant to the Tax Escrow Agreement;
20 Sinkina Fund Installment Date: a date set forth in Section
21 9(2) on which Sinking Fund Installments are made, including the
22 Final Maturity Date of the Bonds;
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Sinkinv Fund Installments: the mandatory prepayments of
principal of the Bonds to be made under Section 9(2);
Small Shoos Proiect Component: the "Small Shops Subproject"
in the Developer Agreement with JRC;
Subdistrict: that part of the Overlapping Tax Increment
District described in Exhibit E attached hereto;
29 Subdistrict Tax Increments: all tax increments derived from
30 the Subdistrict and limited to the extra tax increments resulting
31 from the reduction in the original net tax capacity in accordance
32 with Section 469.174, Subdivision '7, paragraph (b) of the Tax
33 Increment Act or e�ttension of the duration of the Tax Increment
34 District under Section 469.176, Subdivision 1, paragraph (e) of
35 the Tax Increment Act;
36 Subdistrict Bonds: all outstanding Bonds except Non-
37 Subdistrict Bonds;
38 Subordination Aareement: (i) the agreement pursuant to
39 which Bank of America Illinois agrees that its mortgagee's
4� interest in the Project is subject and subordinate to and, that
41 it will not contest the validity of, the Assessment Agreement and
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1 the Real Estate Covenants and (ii) a commitment from General
2 Electxic Capital Corporation that it will enter into a similar
3 agreement upon its execution of the Development Mortgage loan
4 documents;
5 Substitute Cash cash or Permitted Investments substituted
6 for an E�ension Letter of Credit under Section 9(4)(B) or cash
7 substituted for the Comp2etion Letter of Credit under Section
8 21(8);
9 Substitute Completion Letter of Credit: any Completion
l0 Letter of Credit substituted for an existing Completion Letter of
11 Credit as provided in Section 21(9);
i2 Substitute E�ctension Letter of Credit: any Extension Letter
13 of Credit substituted for an existing Extension Letter of Credit
14 as provided in Section 21(9);
15 SUPERVALU Proiect Component: the "SUPERVALU Subproject" in
16 the Developer Agreement with JRC;
17 Tax Ca�acitv Rate: the "tax capacity rate" as that term is
18 used in the Tax Increment Act;
Z9 Tax Escrow Aaent: First Trust National Association, in
20 Saint Paul, Minnesota, as escrow agent under the Tax Escrow
21 Agreements and any successor escrow agent thereunder;
22 Tax Escrow Aareements: the Escrow Agreements {as defined in
23 the Developer Agreement) applicable to the Project;
24 Tax Increments: all of the tax increments received by the
25 Authority (or by the City on behalf of the Authority) pursuant to
26 the Tax Increment Act from the County Treasurer of Ramsey County
27 with respect to the Tax Increment District (as construed in
28 Section 3(B) hereof) and with respect to the Subdistrict, other
29 than any Commingled Tax Increments received by the City on behalf
30 of the Authority and required to be remitted to the Authority by
31 the City under Section 20;
32 Tax Ihcrement Act: Minnesota Statutes, Sections 469.174 to
33 469.179, as amended;
34 Tax Ihcrement District: that portion of the overlapping Tax
35 Increment District which is coterminous with the boundaries of
36 the Phase I Midway Marketplace Development described in Exhibit A
37 attached hereto;
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" 1 Tax Increment Financina Plan: the Tax Increment Pinancing
2 Plan for the Snelling-University Tax Increment Financing District
3 and Hazardous Substance Subdistrict (Saint Paul Neighborhood
4 Business Development Program};
5 Term Bonds: Bonds maturing in the year 2017;
6
7
8
9
10
11
12
Treasurv Securities: government bonds, notes, bills and
other securities that are direct obligations of the United
States;
UAMI: University Avenue Marketplace, Inc., a Delaware
corporation, its successors and assigns;
UAMI Proiect Component: that part of the Project described
in Exhibit C attached hereto;
13 Underwriters: each person who first purchases, when issued,
14 the Bonds;
15 IJnearned Proceeds: Net Proceeds in an amount equal to the
16 amount applied to pay principal and interest with respect to the
17 Extraordinary Mandatory Redemption effected pursuant to Section
18 9 (4J (A) (bj ;
19 Unreleased Bonds: all Bonds, other than any Project
20 Component Bonds which may no longer be subject to redemption
21 pursuant to Section 9(4)(A) and Exhibit I because the applicable
22 Completion Date Deadline(s) therefor have been met.
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
3. Exhibits; Rules of Construction.
(A) Exhibits. The following Exhibits attached hereto are
incorporated herein by reference made a part of this Resolution:
E�chibit A: Legal Description of Project (Phase I Midway
Marketplace Development) and boundaries of the Tax
Increment District
Exhibit B: Legal Description of JRC Project and Subprojects
E}chibit C:
Exhibit D:
Exhibit E:
Exhibit F:
Exhibit G:
Exhibit H:
279716.6
thereof
Legal Description of UAMI Project Component
Description of the Overlapping Tax Increment
District
Description of Subdistrict
Description of Escrowed Bond Funds and Capitalized
Inte=est Allocated to Each Project Component
Form of Officer's Certificate
Description of Phase II Project (Phase II Midway
Marketplace Development) and boundaries of the
Phase II Tax Increment District
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3
4
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8
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22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
Exhibit I:
Amount of Bonds Subject to Extraordinary
Redemption and Draws under the Completion Letter
of Credit
Exhibit J: Description of Midway Marketplace Project
Exhibit K: Form of Global Certificate
E�chibit L: Form of Replacement Bond
(B) Ru2es of Construction
(1) Any requirement herein that tax increments from only a
part or portion of a tax increment financing district be counted
shall be deemed to mean one or more "parcels" (as defined in
Section 469.174, Subdivision 15, of the Tax Increment Act) within
the district.
(2) The amount of Regular Tax Increments received by the
Authority (or the City on behalf of the Authority) pursuant to
the Tax Increment Act from the County Treasurer of Ramsey County
with respect to the Tax Increment District shall be calculated by
the Authority or City, as the case may be, in the first instance
as if the Tax Increment District were a single tax increment
financing district under the Tax Increment Act; provided that if
the sum of (i) said initial amount and (ii) the amount of tax
increment received by the Authority (or the City on behalf of the
Authority) pursuant to the Tax Increment Act from said County
Treasurer with respect to the Phase II Tax Increment District and
initially calculated in the same manner is less than the amount
oE Commingled Tax Tncrements received from the Overlapping Tax
Increment District as a whole, said Commingled Tax Increments
shall be allocated pro rata between the Tax Increment District
and the Phase II Tax InCrement District based on the ratio that
each initial amount of tax increments bears to the sum of the two
initial amounts.
4. Title; Original Issue Dater Denominations: Maturities;
and Interest Rate. The Bonds shall be titled "Taxable General
Obligation Tax Increment Bonds, Series 1995A", sha21 be dated the
Original Issuance Date and shall be issued forthwith on or after
such date as fully registered bonds. The Bonds shall be numbered
from R-Z upward. A Glabal Certificate sha12 be in the denomina-
tion of the entire principal amonnt of the Bonds, or, if a
portion of said principal amount is grepaid, said principal
amount less the prepayment. Replacement Bonds, if issued as
provided in Section 8, sha11 be in Authorized Denominations. The
Bonds shall mature on March 1 in the years and in the principal
amounts, and shall bear interest at the rates per annum, all as
set forth below:
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6
7
8
9
10
11
12
I3
14
15
16
17
18
19
20
21
Year
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2017
5.
reimbursement
Project.
Principal
Amount
$440,000
415,000
47Q,000
150,000
160,000
175,000
190,000
200,000
220,000
235,000
255,000
275,000
300,000
325,000
355,000
3,49�,000
Interest
Rate
6.90$
7.25�
7.45$
7.60$
7.70$
?.75$
7.85%>
8.00�
8.05�
8.05$
8.10$
8.10$
8.15$
8.20$
8.20$
8.45$
�-
PurDOSe. The Bonds shall provide funds Eor the
of Project Costs incurred in connection with the
22 6. Interest. The Bonds shall bear interest payable
23 semiannually on March 1 and September 1 of each year (each, an
24 "Znterest Payment Date"), commencing September 1, 1995,
25 calculated on the basis of a 360-day year of twelve 30-day
26 months, at the rates o£ interest set forth in Section 4 above.
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28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
7. Description of the Global Certificates and Global
Book-Entrv Svstem. Upon their original issuance the Bonds will
be issued in the form of a single G1obal Certificate for all
Bonds due on each maturity, deposited with the Depository by the
Underwriters and immobilized as provided in Section 8. No
beneficial owners of interests in the Bonds will receive
certificates representing their respective interests in the Bonds
except as provided in Section 8. Except as so provided, during
the term of the Bonds, beneficial ownership (and subsequent
transfers of beneficial ownership) of interests in the Global
Certificates will be reflected by book entries made on the
records of the Depository and its Participants and other banks,
brokers, aad @ealers participating in the National System. The
Depository's book entries of beneficial ownership interests are
authorized to be in increments of $5,000 of principal of the
Bonds, but not smaller increments, despite the larqer authorized
denomination of the Global Certificate. Payment of principal of,
premium, if any, and interest on the Global Certificates will be
made to the Bond Registrar as paying agent, and in turn by the
Bond Registrar to the Depository or its nominee as registered
279716.6 16
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1 owner of the Global Certificates, and the Depository according to
2 the laws and rules governing it will receive and forward payments
3 on behalf of the bene£icial owners of the Global Certificates.
4 Payment of principal of, premium, if any, and interest
5 on a Global CertiPicate may in the City's discretion be made by
6 such other method of transferring funds as may be requested by
7 the Holder of a Global Certificate.
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9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
8. Immobilization of Global Certificate bv the
Depositorv: Successor Depositorv; Replacement Bonds. Pursuant to
the request of the Underwriters, immediately npon the original
delivery of the Bonds the Underwriters will deposit the Global
Certificates representing all of the Bon@s due on each maturity
with the Depository. The Global Certificates shall be in
typewritten form or otherwise as acceptable to the Depository,
shall be registered in the name of the Depository or its nominee
and shall be held immobilized from circulation at the offices of
the Depository on behalf of the Underwriters and subsequent
bondowners. The Depository or its nominee wi12 be the sole
holder of record of the Global Certificates and no investor or
other party purchasing, selling or otherwise transferring
ownership of interests in any Bond is to receive, hold or deliver
any bond certificates so 2ong as the Depository holds the Global
Certificates immobilized from circulation, except as provided
below in this Section and in Section 14.
Certificates evidencing the Bonds may not after their
original delivery be transferred or exchanged except:
(i) Upon registration of transfer of ownership of
the Global Certificates, as provided in paragraph 14,
29 (ii) To any successor of the Depository (or its
30 nominee) or any substitute depository (a "substitute
31 depository"} designated pursuant to clause (iii) of this
32 subparagraph, provided that any successor of the Depository
33 or any substitute depository must be both a"clearing
34 corporation^ as defined in the Minnesota Uniform Commercial
35 Code at Minnesota Statutes, Section 336.8-102, and a
36 qualified and registered "clearing agency" as provided in
37 Section 17A of the Securities Exchange Act of 1934, as
38 amended,
39 (iii) To a substitute depository designated by and
40 acceptable to the City upon (a) the determination by the
41 Depository that the Bonds shall no longer be eligible £or
42 its depository services or (b) a determination by the City
43 that the Depository is no longer able to carry out its
44 functions, provided that any substitute depository must be
279716.6 17
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qualified to act as such, as provided in clause (ii) of this
subparagraph, or
(iv) To those persons to whom transfer is requested
in written transfer instructions in the event that:
5 (a) the Depository shall resign or discontinue
6 its services for the Bonds and the City is unable to
7 locate a substitute depository within two (2) months
8 Pollowing the resignation or determination of non-
9 eligibility, or
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14
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(b) upon a determination by the City in its sole
discretion that (1) the continuation of the book-entry
system described herein, which precludes the issuance
of certificates (other than the Global Certificates) to
any Holder other than the Depository (or its nominee),
might adversely affect the interest of the beneficial
owners of the Bonds, or (2) that it is in the best
interest of the beneficial owners of the Bonds that
they be able to obtain certificated bonds,
19 in either of which events the City shall notify Holders of
20 its determination and oE the availability of certificates
21 (the "Replacement Bonds'�) to Holders requesting the same and
22 the registration, transfer and exchange of such Bonds will
23 be conducted as provided in Sections 12B and 14 hereof.
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25
26
27
28
29
30
31
32
33
In the event of a succession of the Depository as may
be authorized by this paragraph, the Bond Registrar upon
presentation of Global Certificates shall register its transfer
to the substitute or successor depository, and the substitute or
successor depository shall be treated as the Depository for all
purposes and functions under this resolution. The Depository
Letter Agreement shall not apply to a substitute or successor
depository unless the City and the substitute or successor
depository so agree, and a similar agreement may be entered into.
Redemption.
34 (1) ODtional Redemntion. The Bonds are subject to
35 redemption and prepayment at the option of the City, in whole or
36 in part ih increments of $5,000, on March 1, 2005 and any date
37 thereafter at the principal amount to be prepaid, plus accrued
38 interest to the redemption date and no premium.
39 (2) Mandatorv Sinking Fund Redemption.
40 {A) Mandatory Redemntion Schedule. The Term Bonds
41 shall be subject to mandatory sinking fund redemption prior to
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maturity in part in increments of $5,000 at the principal amount
so as to be redeemed, plus accrued interest to the date fixed for
redemption, on the date and in the principal amounts as follows:
RedemDtion Dates PrinciDal Amount
2011
2012
2013
2014
2015
2016
2017
$385,000
415,000
455,000
490,000
535,000
580,000
635,000
(B) Reduction in Sinkina Fund Installments.
(i) Selection of Term Bonds to be redeemed pursuant to
the above mandatory redemption schedule shall be by lot.
(ii) To the extent that (I) Term Bonds have been
previously called for partial redemption under subsection
(1) above or (3) or (4) below, or purchased by the City and
canceled, and (II) such Term Bonds have not been previously
credited against Sinking Fund Installments, the Sinking Fund
Installments shall be reduced on such Sinking Fund
Installment Dates and in such amounts (in increments of
$5,000) on each such Sinking Fund Installment Date as shall
be determined by the City.
(3) Casualtv Call. The Bonds are subject to redemption and
prepayment at the optian of the City on any date at a price equal
to their principal amount plus accrued interest to the date fixed
for redemption, without premium, (A) in whole but not in part (a)
if the Project Buildings shall have been damaged or destroyed to
such extent that in the reasonable judgment of the Authority the
Project cannot reasonably be restored within eighteen months to
substantially its condition immediately preceding such damage or
destruction; or (b) if by reason of condemnation title shall have
been taken to all or substantially all of the Project; or (B) in
the amount (in increments of $5,000) required to discharge Bonds
as hereinafter provided if (i) a Project Component shall have
been damaged, destroyed or condemned, (ii) under the tezms of
Section 5.2(4) or Section 5.3 of a Developer Agreement the
Developer thereunder elects to discharge Project Component Bonds
in approximate2y the same proportion as the Projected Tax
Payments have been deemed reduced as a result of the damage,
destruction or condemnation and (iii) after giving effect to such
discharge, the Debt Service Coverage Ratio will not be reduced.
For purposes of this subsection (3), the Projected Tax Payments
shall be deemed reduced as a result of damage, destruction or
279716.6 19
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1 condemnation to the same proportionate extent as the resultant
2 Lost Gross Floor Area for the Project Component bears to the
3 Gross Floor Area of the Project Component assumed under the
4 applicable Developer Agreement in initially calculating the
5 Projected Tax Payments (as set forth in the definition thereoP)
6 (4) Extraordinarv Mandatorv Redemntion.
7 (A) Redemotion Provisions.
8 (a) Tf a Completion Certificate has not been filed
9 with the City for any Project Component by the Completion Date
l0 Deadline established therefor, any sums, Letter(s) of Credit and
il Permitted Investments held in the Escrow Account and, if
12 applicable, the Capitalized Interest Account and set aside for
13 the Bonds to be redeemed shall be applied (or in the case of the
14 Completion Letter(s) of Credit and Permitted Investments(s),
15 respectively, shall in a timely manner be drawn upon or redeemed,
16 and the proceeds thereof shall be applied) towards prepayment of
17 installments of principal on Bonds in the amounts set forth on
18 Exhibit I on the first day of the month next succeeding the
19 Completion Date Deadline (except for amounts to be redeemed on
20 subsequent dates as provided in Exhibit I), in increments of
21 $5,000, at a redemption price equal to their principal amount
22 plus accrued interest to the date fixed for redemption, without
23 premium; provided that, the accrued interest with respect to such
24 principal amount to be prepaid shall be funded first, with a draw
25 on the Completion Letter of Credit for interest accruing during
26 the period from the respective Completion Date Deadline through
27 the date fixed for redemption; second, if applicable, with a draw
28 on the Extension Letter of Credit for interest accruinq during
29 any Extension Period (as defined in Section 9(4)(B)); and third,
30 from the Capitalized Interest Account for interest accruing
31 through the original date established as the Completion Date
32 Deadline (without extension).
33 (b) If a Completion Certificate for the Small Shops
34 Project Component is filed with the City by the Completion Date
35 Deadline established therefor and its completed Gross Floor Area
36 is less than 40,746 square feet, then the City shall apply a
37 portion of the proceeds of the Permitted Investments in the
38 Escrow Account related to the Small Shops Project Component
39 towards a partial prepayment of installments of principal on
40 Bonds on the first day of the month next succeeding the
42 Completion Date Deadline, in increments of $5,000, at a
42 redemption price equal to their principal amount plus accrued
43 interest to the date fixed for redemption, without premium, in
44 the aggregate principal amount equal to:]
279716.6 2 0
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1 (i) the product of (a) $830,00o multiplied by (b) a
2 fraction, the numerator of which is the remainder when the
3 Gross Floor Area of the Small Shops Project Component (i.e.,
4 the Gross Floor Area upon which the valuation in the
5 Assessment Agreement (as it may be amended under Section 6.1
6 of the Developer Agreement with JRC) executed by JRC as to
7 the Small Shops Project Component was established) is
S subtracted from 40,746 and the denominator of which is
9 40,746, plus
l0 (ii) the product of (a) the remainder when $7,035,000
11 is subtracted from the aggregate principal amount of the
12 Bonds initially issued, multiplied by (b) a fraction, the
13 numerator of which is the remainder when the Gross Floor
14 Area (as determined above) is subtracted from 40,746 and the
15 denominator of which is 367,620,
16 which sum shall be rounded up to the nearest $5,000 in principal.
17 In such event, the City shall further retain and apply a portion
18 of the proceeds of the Permitted Investments in the Escrow
19 Account related to the Small Shops Project Component towards
20 payment of interest accruing from the Completion Date to the
21 redemption date on the principal amount to be redeemed.
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(B) Extension of ComDletion Date Deadline.
The Completion Date Deadline £or any Project Component
may, or shall at the direction of the Developer, in a certificate
filed by the Authority with the City, be extended to the first
day of any later month (but not beyond January 1, 1999); provided
that at least ten (10) Business Days prior to such Completion
Date Deadline the City receives from the Developer cash or a
Qualified Letter of Credit (the "Extension Letter of Credit") in
form and substance substantially identical (except as to face
amount, draw privileges and expiration date) to the existing
Letter(s) of Credit; provided that (i) the cash or face amount of
the Extension Letter of Credit shall be in an amount equal to the
amount of interest to accrue (and if the date is later than
February 1, 1997, a pro rata share of the Sinking Fund
Installment due on March i, 1998 and, if the date is later than
February 1, 1998, a pro rata share of the Sinking Fund
Installment due on March 1, 1999) on the Project Component Bonds
related to the Project Component for the period over which the
Completion Date Deadline is extended (the °Extension Period") and
(ii) if the City receives an Extension Letter of CTedit, the
Extension Letter of Credit shall permit draws so as to pay (x)
interest on the Project Component Bonds on each Interest Payment
Date therefor and on the first day of the month next succeeding
the extended Completion Date Deadline and (y) a pro rata share of
any Sinking Fund Installment on the Sinkinq Fund Installment Date
279716.6 2 1
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1 covered by the Extension Letter of Credit and shall expire no
2 earlier than the date forty-five (45) days after the Completion
3 Date Deadline as extended. The pro rata share of (i) the Sinking
4 Fund Installment due on March 1, 1998 shall be based on the ratio
5 that the number of days during the Extension Period but after
6 January 31, 1997 and prior to February 1, 1998 bears to 365 days
7 and (ii) the Sinking Fund Installment due on March 1, 1999 shall
8 be based on the ratio that the number of days during the
9 Extension Period but after January 31, 1998 and prior to
10 February 1, 1999 bears to 365 days. In lieu of cash or an
11 Extension Letter of Credit, the Developer may deposit with the
12 City Permitted Investments payable in amounts sufficient to pay
13 when due said accrued interest and pro rata principal that would
14 otherwise have been covered by the cash or Extension Letter of
15 Credit.
16 (5) Limitation on Redemntion. Except as provided in this
17 Section 9, the Bonds shall not be subject to redemption prior to
18 their stated maturity date.
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10. Method of Redemption; Notice. If redemption is in
part, those Bonds remaining unpaid may be prepaid in such order
o£ maturity and in such amount per maturity as the City shall
determine; provided that if redemption is in part under Section
9(4)(A), no Bonds maturing on or before March 1, 1998, shall be
called for prepayment and redemption. If only part of the Bonds
having a common maturity date are called for prepayment, the
Global Certificates may be prepaid in $5,000 increments of
principal and, if applicable, the specific Replacement Bonds to
be prepaid shall be chosen by lot by the Bond Registrar. Bonds
or portions thereof called for redemption shall be due and
payable on the redemption date, and interest thereon shall cease
to accrue from and after the redemption date.
32 Upon a reduction in the aggregate principal amount of a
33 Global Certificate, the Holder may make a notation of such
34 redemption on the panel provided on the Global Certificate
35 stating the amount so redeemed, or may return the Global
36 Certificate to the Bond Registrar in exchange for a new Global
37 Certificate authenticated by the Bond Registrar, in proper
38 principal amount. Such notation, if made by the Holder, shall be
39 for reference only, and may not be relied upon by any other
40 person as being in any way determinative of the principal amount
41 of such Global Certificate outstanding, unless the Bond Registrar
42 has signed the appropriate column of the panel.
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To effect a partial redemption of Replacement Bonds
having a common maturity date, the Bond Registrar prior to giving
notice of redemption shall assign to each Replacement Bond having
a common matuzity date a distinctive number for each $5,000 0£
the principal amount of such Replacement Bond. The Bond Regis-
trar shall then select by lot, using such method of selection as
it shall deem proper in its discretion, £rom the numbers so
assigned to such Replacement Bonds, as many numbers as, at $5,000
for each number, shall equal the principal amount of such
Replacement Bonds to be redeemed. The Replacement Bonds to be
redeemed shall be the Replacement Bonds to which were assigned
numbers so selected; provided, however, that only so much of the
principal amount of each such Replacement Bond of a denomination
of more than $5,000 shall be redeemed as shall equal $5,000 for
each number assigned to it and so selected.
If a Replacement Bond is to be redeemed only in part,
it shall be surrendered to the Bond Registrar (with, if the City
or Bond Registrar so requires, a written instrument of transfer
in form satisfactory to the City and Bond Registrar duly executed
by the Holder thereof or his, her or its attorney duly authorized
in writing) and the City shall execute (if necessary) and the
Bond Registrar shall authenticate and deliver to the Holder of
such Replacement Bond, without service charge, a new Replacement
Bond or Bonds of the same series having the same stated maturity
and interest rate and of any authorized denomination or denomina-
tions, as requested by such Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the
principal of the Bond so surrendered.
The Bond Registrar shall call Bonds for redemption and
payment as hezein provided upon receipt by the Bond Registrar at
least forty-five (45) days prior to the redemption date of a
request of the City, in written form if the Bond Registrar is
other than a City officer. Such request shall specify the
principal amount of Bonds to be called for redemption and the
redemption date.
36 Mailed notice of redemption shall be given to the
37 paying agent (if other than a City officer) and to each affected
38 Holder. If and when the City shall call any of the Bonds for
39 redemption and payment prior to the stated maturity thereof, the
40 Bond Registrar shall give written notice in the name o£ the City
41 of its intention to redeem and pay such Bonds at the office of
42 the Bond Registrar. Notice of redemption shall be given by first
43 class mail, postage prepaid, mailed not less than thirty (30)
44 days prior to the redemption date, to each Holder of Bonds to be
45 redeemed, at the address appearing in the Bond Register. All
46 notices of redemption shall state:
279716.6 2 3
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i (a)
2 (b}
The redemption date;
The redemption price;
3 (c) Zf less than all outstanding Bonds are to be
4 redeemed, the identification (and, in the case of partial
5 redemption, the respective principal amounts) of the Bonds
6 to be redeemed;
7 (d) That on the redemption date, the redemption price
8 will become due and payable upon each such Bond, and that
9 interest thereon shall cease to accrue from and after said
10 date; and
11 (ej The place where such Bonds are to be surrendered
12 for payment of the redemption price (which shall be the
13 office of the Bond Registrar).
14 Notices to Midwest Securities Trust Company or its
15 nominee shall contain the CUSIP numbers of the Bonds. If there
16 are any Aolders of the Bonds other than the Depository or its
17 nominee, the Bond Registrar shall use its best efforts to deliver
18 any such notice to the Depository on the business day next
19 preceding the date of mailing of such notice to all other
20 Holders.
21 11. Bond Registrar. The Treasurer of the City is
22 appointed to act as bond registrar and transfer agent with
23 respect to the Bonds (the "Bond Registrar"), and shall do so
24 unless and until a successor Bond Registrar is duly appointed. A
25 successor Bond Registrar shall be an officer of the City or a
26 bank or trust company eligible for designation as bond registrar
27 pursuant to Minnesota Statutes, Chapter 475, and may be appointed
28 pursuant to any contract the City and such successor Bond
29 Registrar shall execute which is consistent herewith. The Bond
30 Reqistrar shall also serve as paying agent unless and until a
31 successor paying agent is duly appointed. Principal and interest
32 on the Bonds shall be paid to the Holders (or record holdersj of
33 the Bonds in the manner set forth in the forms of Bond and
34 Section 16 of this Resolution.
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36
37
38
39
40
41
12. Forms of Bond. The Bonds shall be in the form of
a Global Certificate unless and until Replacement Bonds are made
available as provided in Section 8. Each form of bond may
contain such additional ar different terms and provisions as to
the form of payment, record date, notices and other matters as
are consistent with the Depository Letter Agreement and approved
by the City Attorney.
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A. Global Certificates. The G1oba1 Certificates,
together with the Certificate of Registration, the Register of
Partial Payments, the form of Assignment and the registration
information thereon, shall be in substantially the form attached
hereto as Exhibit R and may be typewritten rather than printed.
B. Renlacement Bonds. If the City has notified
Holders that Replacement Bonds have been made available as
provided in Section 8, then for every Bond thereafter transferred
or exchanged (including an exchange to reflect the partial
prepayment of the Global Certificates not previously exchanged
for Replacement Bonds) the Bond Registrar shall deliver a
certificate in the form of the Replacement Bond rather than the
Global Certificates, but the Holder of the Global Certificates
shall not otherwise be required to exchange the Global Certif-
icate for one or more Replacement Bonds since the City recognizes
that some beneficial owners may prefer the convenience of the
Depository's registered ownership of the Bonds even though the
entire issue is no longer required to be in qlobal book-entry
form. The Replacement Bonds, together with the Bond Registrar's
Certificate of Authentication, the form of Assignment and the
registration information thereon, shall be in substantially the
form attached hereto as Exhibit L.
13. Execution. The Bonds shall be executed on behalf
of the City by the signatures of its Mayor, Clerk and Director,
Department of Finance and Management Services, each with the
effect noted on the forms of the Bonds, and be sealed with the
seal of the City; provided, however, that the seal of the City
may be a printed or photocopied facsimile; and provided further
that any of such signatures may be printed or photocopied
facsimiles and the corporate seal may be omitted on the Bonds as
permitted by law. In the event of disability or resignation or
other absence of any such officer, the Bonds may be signed by the
manual or facsimile signature of that officer who may act on
behalf of such absent or disabled officer. In case any such
officer whose signature or facsimile of whose signature shall
appear on the Bonds shall cease to be such officer before the
delivery of the Bonds, such signature or facsimile shall
nevertheless be valid and sufficient for all purposes, the same
as if he or she had remained in office until delivery.
40 14. Authentication; Date of Registration. No Bond
41 shall be valid or obligatory for any purpose or be entitled to
42 any security or benefit under this resolution unless a
43 Certificate of Authentication on such Hond, substantially in the
44 form hereinabove set forth, shall have been duly executed by an
45 authorized representative of the Bond Registrar. Certificates of
46 Authentication on different Bonds need not be signed by the same
47 person. The Bond Registrar shall authenticate the signatures of
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1 officers of the City on each Bond by execution of the Certificate
2 of Authentication on the Bond and by inserting as the date of
3 registration in the space provided the date on which the Bond is
4 authenticated. For purposes of delivering the original Global
5 Certificates to the Underwriters, the Bond Registrar shall insert
6 as the date of registration the Date of Original Issuance. The
7 Certificate of Authentication so executed on each Bond shall be
8 conclusive evidence that it has been authenticated and delivered
9 under this resolution.
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15. Registration: Transfer: Exchanc�e. The City will
cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall
provide for the registration of Bonds and the registration of
transfers of Bonds entitled to be registered or transferred as
herein provided.
The Global Certificate shall be registered in the name
of the payee on the books of the Bond Registrar by presenting the
Global Certificate for registration to the Bond Registrar, who
will endorse his or her name and note the date of registration
opposite the name of the payee in the certificate of registration
on the Global Certificates. Thereafter the Global Certificate
may be transferred by delivery with an assignment duly executed
by the Holder or his, her or its leqal representative, and the
City and Bond Registrar may treat the Holder as the person
exclusively entitled to exercise a11 the rights and powers of an
owner until the Global Certificates are presented with such
assignment for registration of transfer, accompanied by assurance
of the nature provided by law that the assignment is genuine and
effective, and until such transfer is registered on said books
and noted thereon by the Bond Registrar, all subject to the terms
and conditions provided in this resolution and to reasonable
regulations of the City contained in any agreement with, or
notice to, the Bond Registrar.
If the Global Certificates are to be exchanged for one
or more Replacement Bonds, all of the principal amount of the
Global Certificates shall be so exchanged.
38 Upon surrender for transfer of any Replacement Bond at
39 the principal o€fice pf the Bond Registrar, the City shall
40 execute (if necessary), and the Bond Registrar shall authenti-
41 cate, insert the date of registration (as provided in Section 13)
42 of, and deliver, in the name of the designated transferee or
43 transferees, one or more new Replacement Bonds of any authorized
44 denomination or denominations of a like aggregate principal
45 amount, having the same stated maturity and interest rate, as
46 requested by the transferor; provided, however, that no bond may
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1 be registered in blank or in the name of "bearer" or similar
2 designation.
3 At the option of the Holder of a Replacement Bond,
4 Replacement Bonds may be exchanged for Replacement Bonds of any
5 authorized denomination or denominations of a like aggreqate
6 principal amount and stated maturity, upon surrender of the
7 Replacement Bonds to be exchanged at the principal office of the
8 Bond Registrar. Whenever any Replacement Bonds are so
9 surrendered for exchange, the City shall execute (if necessary),
10 and the Bond Registrar shall authenticate, insert the date of
11 registration of, and deliver the Replacement Bonds which the
12 Holder making the exchange is entitled to receive. The Global
13 Certificates may not be exchanged for Global Certificates of
14 smaller denominations.
15 All Bonds surrendered upon any exchange or transfer
16 provided for in this resolution shall be promptly canceled by the
17 Bond Registrar and thereafter disposed of as directed hy the
18 City.
19 All Bonds delivered in exchange for or upon transfer of
20 Bonds shall be valid general obligations of the City evidencing
21 the same debt, and entitled to the same benefits under this
22 resolution, as the Bonds surrendered for such exchange or
23 transfer.
24 Every Bond presented or surrendered for transfer or
25 exchange shall be duly endorsed or be accompanied by a written
26 instrument of transfer, in form satisfactory to the Bond
27 Registrar, duly executed by the Holder thereof or his, her or its
28 attorney duly authorized in writing.
29 The Bond Registrar may require payment of a sum
30 sufficient to cover any tax or other governmental charge payable
31 in connection with the transfer or exchange of any Bond and any
32 legal or unusual costs reqarding transfers and lost Bonds.
33 Transfers shall also be subject to reasonable
34 regulations of the City contained in any agreement with, or
35 notice to, the Bond Registrar, including regulations which permit
36 the Bond Registrar to close its transfer books between record
37 dates and payment dates.
38 16. Riahts Upon Transfer or Exchanae. Each Bond
39 delivered upon transfer of or in exchange for or in lieu of any
40 other Bond shall carry all the riqhts to interest accrued and
41 unpaid, and to accrue, which were carried by such other Bond.
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17. Interest Payment: Record Date. Interest on the
Global Certificates shall be paid as provided in the first
paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or dra£t mailed to
the person in whose name the Bond is registered (the "Holder") on
the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at
the close of business on the fifteenth (15th) calendar day
9 preceding such Interest Payment Date (the "Regular Record Date").
10 Any such interest not so timely paid shall cease to be payable to
11 the person who is the Holder thereof as of the Regular Record
12 Date, and shall be payable to the person who is the Aolder
13 thereof at the close of business on a date (the "Special Record
14 Date") £ixed by the Bond Registrar whenever money becomes
15 available for payment of the defaulted interest. Notice of the
16 Special Record Date shall be given by the Bond Registrar to the
17 Holders not less than ten (10) days prior to the Special Record
18 Date.
19 18. Holders; Treatment of Registered Owner: Consent of
20 Holders.
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(A) For the purposes of all actions, consents and other
matters affecting Holders of the Bonds, other than payments,
redemptions, and purchases, the City may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner
of the Bond instead of the person in whose name the Bond is
registered. For that purpose, the City may ascertain the
identity of the beneficial owner of the Bond by such means as the
Bond Registrar in its sole discretion deems appropriate,
including but not limited to a certificate from the person in
whose name the Bond is registered identifying such beneficial
owner.
32 (B) The City and Bond Registrar may treat the person in
33 whose name any Bond is registered as the owner of such Bond for
34 the purpose of receiving payment of principal of and premium, if
35 any, and interest (subject to the payment provisions in Section 6
36 abovej on, such Bond and for all other purposes whatsoever
37 whether or not such Bond shall be overdue, and neither the City
38 nor the Bond Registrar shall be affected by notice to the
39 Contrary.
40 (C) Any consent, request, direction, approval, objection or
41 other instrument to be signed and executed by the Holders may be
42 in any number of concurrent writings of similar tenor and must be
43 signed or executed by such Holders in person or by agent
44 appointed in writing. Proof of the execution of any such
45 consent, request, direction, approval, objection or other
46 instrument or of the writing appointing any such agent and of the
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1 ownership of Bonds, if made in the following manner, shall be
2 suPficient for any of the purposes of this Resolution, and shall
3 be conclusive in favor of the City with regard to any action
4 taken by it under such request or other instrument, namely:
5 (1) The fact and date of the execution by any person
6 of any such writinq may be proved by the certificate of any
7 officer in any jurisdiction who by law has power to take
$ acknowledgments within such jurisdiction that the person
9 signing such writing acknowledged before him the execution
lo thereof, or by an affidavit of any witness to such
11 execution.
12 (2) Subject to the provisions of subparagraph (A)
13 above, the fact of the ownership by any person of Bonds and
14 the amounts and numbers of such Bonds, and the date of the
15 holding of the same, may be proved by reference to the bond
16 register.
17 19. Deliveryj Application of Proceeds. The Global
18 Certificates when so prepared and executed shall be delivered by
19 the Director, Department of Finance and Management Services, ta
20 the Purchaser upon receipt of the purchase price, and the
21 Purchaser shall not be obliqed to see to the proper application
22 thereof.
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20. Basic Pavments.
(1) ADplication of Comminuled Tax Increments Received bv
the Citv from Ramsev Countv. Under the Pledge Agreement, the
City and Authority have directed the County of Ramsey, State of
Minnesota, to remit Commingled Tax Increments directly to the
City rather than to the Authority, and the County has acknow-
ledged that it will do so, and so long as any outstanding Bonds
issued hereunder and secured by this Resolution shall be unpaid
the Authority will not, without the prior consent of the City,
revoke this direction and shall use its best efforts and take all
reasonable measures to insure that Commingled Tax Increments
shall be so remitted directly to the City. During the term oP
the Bonds and until they are paid in full and the City has been
fully reimbursed for any General Fund Monies used to pay debt
service on the Bonds or Administrative Expenses, the City shall
deposit the Commingled Tax Increments in a holding account (the
"Tax Increment Fund'�) hereby created until such time as the City
ascertains as hereinafter provided what portion of the Commingled
Tax Increments are Regular Tax Increments and Subdistrict Tax
Increments pledged to the payment of Bonds. Upon receipt of the
Commingled Tax Increments, the City Treasurer shall promptly
notify the Authority of such receipt and within ten (10) Business
Days after receipt of the notice, the Authority shall determine
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what portion of the Commingled Tax Increments are Reqular Tax
Increments (calculated in accordance with Section 3(B)(2)) and
what portion of the Commingled Tax Increments are Subdistrict Tax
Increments, and shall notify the City Treasurer as to that
determination unless on-going arrangements satisfactory to the
City Treasurer have already been made between the City and the
Authority for making that determination. When the City Treasurer
has ascertained what portion of the Commingled Tax Increments are
Regular Tax Increments and what portion of the Commingled Tax
Increments are Subdistrict Tax Increments, the City shall
promptly deposit the 'Pax Increments as follows: first, as Basic
Payments into the Bond Fund in an amount, if any, then required
to fund the Bond Fund at the Bond Fund Requirement and, second,
as Basic Payments into the Reserve Fund in an amount, if any,
then required to £und the Reserve Fund at the Reserve
Requirement; provided that Subdistrict Tax Increments (including
eaYnings thereon) shall only be used to satisfy that portion o£
the Bond Fund Requirement that is attributable to the Subdistrict
Bonds and shall not be used to satisfy any portion of the Reserve
Requirement. The City shall promptly remit to the Authority any
remaining Commingled Tax Increments that do not constitute Tax
Increments.
(2j
The Authority shall separately account for and calculate any Tax
Increments and Shortfall Payments received directly by the
Authority and shall make Basic Payments from said Revenues
(hereby irrevocably pledged for that purpose} in immediately
available funds as follows:
(A) Bond Fund. From installments of Shortfall
Payments (first) and Tax Increments (second) directly
received by the Authority, the Authority shall, at least ten
(10j Business Days prior to each Interest Payment Date, make
Basic Payments to the City for deposit in the Bond Fund in
amounts sufficient, together with available sums already on
deposit in the Bond Fund to fund the Bond Fund at the Bond
Fund Requirement; provided that Subdistrict Tax Increments
(including earnings thereon) shall only be used to pay
principal and interest due on the Subdistrict Bonds and no
sums (including earnings thereon) remitted from the Reserve
Fund to the Bond Fund shall be used to pay principal and
interest due on the Subdistrict Bonds.
(B) Reserve Fund. From the same source of payment of
Basic Payments into the Bond Fund and in the same order of
priority the Authority shall make Basic Payments to the City
for deposit in the Reserve Fund within ten (10) Business
Days of receipt, an amount, if any, required to fund the
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Reserve Fund at the Reserve Requirement as required in
Section 23; provided that no Subdistrict Tax Increments
(including interest thereon) shall be used to satisfy the
Reserve Requirement.
5 (3) ApPlication of Shortfall Pavments Received bV the City.
6 Any Shortfall Payments paid directly to_the City by the Escrow
7 Agent, a Developer or Tenant, as the case may be, shall, upon
8 receipt, be deposited first into the Bond Fund in an amount, if
9 any, then required to fund the Bond Fund at the Bond Fund
l0 Requirement, and, second, into the Reserve Fund in an amount, if
il any, then required to fund the Reserve Fund at the Reserve
12 Requirement.
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(4) Application of Excess Tax Increments and Shortfall
Pavments. Any Shortfall Payments and Tax Increments directly
received by the Authority or City and not required on or before
the next succeeding Interest Payment Date by the Authority or
City to make Basic Payments to be deposited in the Bond Fund or,
if applicable, the Reserve Fund (collectively "Excess Revenues")
and any Commingled Tax Increments required to be remitted by the
City to the Authority as provided in subsection (1) above (i)
shall not be deemed pledged to the payment of the Bonds, and
interest thereon, (ii) may, if held by the City, be remitted to
the Authority and (iii) may, subject to any contractual
obligations under the Developer Agreements, be used by the City
or the Authority for any other purpose authorized by law;
provided that, subject to subsection (7) below, the City may in
any event first apply, or direct the Authority to first apply,
any such Excess Revenues towards the payment of any due and
unpaid Administrative Expenses or to the reimbursement o£ the
City for any General Fund Monies used to pay debt service on the
Bonds or Administrative Expenses.
(5) Allocation of Tax Increments and Shortfall Pavments
Between JRC Proiect and UAMI Proiect Component. On or before
July 15 and January 15 of each year, (i) the Authority shall
notify the City in writing of the total amount of Tax Increments
and Shortfall Payments, if any, for the JRC Project and for the
UAMI Project Comganent, respectively, received by the City on
behalf of the Authority (or directly by the Authority) during the
six calendar months next preceding July or January, as the case
may be (the "Prior Period"); and (ii) the City shall notify the
Authority in writing of the total amount of Tenant Tax Payments
for the JRC Project and for the UAMI Project Component,
respectively, received by the City during said Prior Period.
(6) Authoritv Basic Pavments to City. All payments of
Basic Payments by the Authority shall be made directly to the
City Treasurer, Department of Finance and Management Services,
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Treasury Division (or such other
Council), and shall be deposited
if applicable, the Reserve Fund.
person designated by the City
by the City in the Bond Fund or,
4 (7) Limitation on Use of Subdistrict Tax Increments.
5 Notwithstanding the foregoing, in no event may Subdistrict Tax
6 Increments be used to pay, or reimburse the City for General Fund
7 Monies used to pay, (i) debt service that could not hereunder
8 have been paid from Subdistrict Tax Increments or (ii) any
9 Administrative Costs in excess of the proportion of the
10 Administrative Costs reasonably allocable to the Subdistrict
11 Bonds.
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21. Construction Fund.
(1) Znitial and Subsequent Denosits and Credits to Account;
in Construction Fund. There is hereby created a Construction
Fund in which shall be established three accounts, the "ESCrow
Account", and the "Costs of Issuance Account" and the
"Capitalized Interest Account". Upon issuance o£ the Bonds,
(A) $746,000 of Bond proceeds shall be remitted to the Authority
for the purpose of reimbursing JRC for Applicable Developer
Environmental Remediation Costs (excluding any demolition costs)
as and when required under Section 5.5(1) of the Developer
Agreement with JRC, (B) the Authority shall simultaneously remit
to the City other Cash Proceeds equal to the amount of Bond
proceeds remitted to the Authority under clause (A), and (C) the
balance of the proceeds of the Bonds, together with the other
Cash Proceeds remitted by the Authority to the City under the
preceding clause (A), shall be deposited in trust as follows:
28 (i) Denosits into Escrow Account. $6,520,498 shall be
29 deposited in the Escrow Account and shall be invested in
30 Treasury Securities, each related to a separate Project
31 Component;
32 (ii) Denosits into Capitalized Interest Account.
33 $838,752 shall be deposited in the Capitalized Interest
34 Account and shall also be invested in one or more Permitted
35 Investments;
36 (iii) Denasits into Cost of Issuance Account.
37 $205,000 shall be deposited in the Cost of Issuance Account.
38 There shall also be credited to the Escrow Account in the
39 Construction Fund (a) the Completion Letter of Credit in the
40 aggregate face amount of $704,570 and in a form acceptable to the
41 City, (b) any Substitute Cash substituted for existing Letter(sj
42 of Credit as provided in subsection (8) below, and (c) any other
43 Letter of Credit or Substitute Cash provided to the City under
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Section 9(4)(B). The Permitted Investments described in clauses
(i) and (ii) above and the purposes for which the proceeds
thereof are to be applied as set forth in E�ibit F attached
hereto. All Treasury Securities deposited into the Escrow
Account pursuant to Section 21(i)(i) shall be held to maturity.
If the maturity date for any such Treasury Security occurs prior
to the date for disbursement of Net Proceeds to the Developers
pursuant to Section 21(3)(i) with respect to the related Project
Component, then the proceeds of such Treasury Security shall be
reinvested in (ij one or more Treasury Securities maturing on the
anticipated date, based on consultations with the Developers,
when the conditions for such disbursement shall occur or (ii) i£
such Treasury Securities are unavailable, after consultations
with the Developers, in such other investments that would be
permitted by municipalities under Minnesota law that carry the
lowest possible risk oP loss of principal.
(2) PreDavment of Unreleased Bonds on an Extraordinarv
Redemption Date. If any Unreleased Bonds are to be prepaid on an
Extraordinary Redemption Date pursuant to SeCtion 9(4)(A), the
City shall transfer from the Construction Fund to the Bond Fund
funds therein allocable to said Unreleased Bonds so as to prepay
Bonds in the amounts set forth on Exhibit I relating to (i) the
Project Component not timely completed in accordance with Section
9(4)(A)(a) or (ii) the Small Shops Project Component under
Section 9(4)(A)(b) if the Gross Floor Area Por the completed
Small Shops Project Component is less than 40,746 square feet;
and for that purpose shall, in a timely fashion, present a draft
under the Completion Letter(s) of Credit (or use 5ubstitute Cash
substituted for said Letter(s) of Credit) as set forth in
Exhibit I.
(3) Disposition of Sums and Letter{s? of Credit Uoon
Satisfaction of Comuletion Date Deadline. If a Completion Date
for any Project Component should occur on or before the
Completion Date Deadline therefor, then
(i) Sums in Escrow Account. The City, from sums in the
Escrow Account, shall promptly remit to the Developer for
the Project Component (or the Other Developer as noted
below) as directed in an Officer's Certificate in
substantially the form attached hereto as Exhibit G, the
amount set forth below:
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Proiect ComDOnent
2
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UAMI Project
Component
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Small Shops Project
Component
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SUPERVALU Project
Component
8 K-Mart Component
Additional
Public
Redevelopment
Costs
$1,528,959
Total
$2,235,000 (of which
$2,200,000,
including the
$706,041 in
Developer
Environmental
Remediation Costs;
shall be paid to
UAMI and $35,000
shall be paid to
JRC)
830,000 $830,000 (less, if
Section 9(4)(A)(b)
is applicable, the
Unearned Proceeds)
1,170,000 $1,170,000
1,881,041 $2,800,Q00 (of which
$600,000 shall be
paid to UAMI and
$2,200,000
(including the
$318,959 in
Developer
Remediation Costs)
shall be paid to
JRC)
Developer
Environmental
Remediation
Costs
$706,041
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318,959
9 and, if Sectian 9(4)(A)(b) is
lo apply Unearned Proceeds toward
11 Bonds as provided thereunder.
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applicable, the City shall
the partial prepayment of
(ii) Sums in Capitalized Interest Account. Any sums in
the Capitalized Interest Account allocable to the Project
Component and the related Project Component Bonds shall be
promptly credited to the Bond Fund, and the balance in the
Escrow Account and the Capitalized Interest Account shall be
retained in the Escrow Account and the Capitalized Interest
Account and thereafter disbursed as provided in this Section
21, and
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(iii) Disposition of Letter(s) of Credit or anv
Substitute Cash. The City shall promptly take such action,
if any, as is set forth on E�ibit I with respect to the
Completion Letter of Credit or Substitute Cash therefor and
shall present a draft under any related Extension Letter of
Credit or apply Substitute Cash, as the case may be, for (a)
the amount of unpaid interest that accrued during the
Extension Period(s) covered by said Extension Letter(s) of
Credit through the Completion Date and (b) the amount, if
any, of the pro rata share of any principal covered by said
E�ension Letter(s) of Credit for the period ending on the
Completion Date. The City shall deposit the Extension
Letter of Credit proceeds or Substitute Cash, as the case
may be, in the Bond Fund and return said Extension Letter(s)
of Credit or the balance of the Substitute Cash to the
Developer who secured the Extension Letter of Credit or
Substitute Cash in lieu thereof. The Completion Letter of
Credit or Substitute Cash, as the case may be, shall be
returned to the Developer who secured the Completion Letter
of Credit or the Substitute Cash but only under the
conditions set forth in Exhibit I.
22 The sum in the Capitalized Interest Account alloaated
23 to a Project Component and related Project Component Bonds under
24 clause (ii) above is the unpaid interest accrued and to accrue on
25 Project Component Bonds during the Capitalized Interest Period.
26 At the Bond Closing the Project Component Bonds are (a) $193,192
27 for the UAMI Component, (b) $90,321 for the Small Shops Project
28 Component, (c) $135,386 for the SUPERVALU Project Component, and
29 (d) $419,853 for the K-Mart Project Component. For purposes of
30 satisfying clause (ii) above, the City shall credit sums received
31 under the Capitalized Interest Permitted Investments to the Bond
32 Fund or the Capitalized Interest Account based on this
33 allocation.
34 (4) Earninas and On-GOina Debt Service Payments. For
35 purposes of accounting for earnings and making scheduled current
36 debt service payments on the Bonds:
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(i) Earninas: All earnings on sums held in the Escrow
Account and Capitalized Interest Account shall, upon
receipt, be credited to the Account in the Construction Fund
from which the investment was made.
(ii) Ca�italized Interest. On each Znterest Payment
Date for interest accruing on any series of Project
Component Bonds during the Capitalized Interest Period
therefor, the City shall transfer from the Capitalized
Interest Account to the Bond Fund a sum equal to said
accrued interest.
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1 (iii) E�ctension Letter of Credit. For purposes of
2 paying any interest and any principal covered by any
3 Extension Letter(s� of Credit deposited in the Escrow
4 Account pursuant to Section 9(4)(B) and Subsection (1)
5 above, the City shall, in a timely manner prior to each
6 Interest Payment Date on which any such interest and
7 principal becomes due, present a draft under the E�ctension
8 Letter(s) of Credit in an amount equal to said interest and
9 principal.
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(5) Cost o£ Issuance Account. Net Proceeds deposited in
the Cost of Issuance Account shall be disbursed therefrom to pay
Costs of Issuance pursuant to an Officer's Certificate filed with
the City in substantially the form attached hereto as Exhibit G.
Upon receipt of a certificate executed by a Regresentative of the
Authority stating that all Costs of Issuance to be paid from the
Cost of Issuance Account have been fully paid, any balance in the
Cost of Issuance Account shall be credited to the Bond Fund.
(6) Disposition of Balances in Construction Fund on Final
Comgletion Date or Final Comoletion Date Deadline. On the Final
Completion Date or the Final Completion Date Deadline (as it may
be extended by an extension of one or more Completion Date
Deadlines pursuant to Section 9(4)(B)), whichever occurs first,
any balance in the Escrow Account, the Capitalized Interest
Account and the Costs of Issuance Account following the
disbursement and transfer of funds pursuant tio Section 9(3) or
9(4), whichever is applicable, shall be credited to the Bond
Fund.
28 (7j Notice of Draw To Be Made Under Lett
29 At least three Business Days prior to any draf
30 under a Letter of Credit, the City shall give
31 the Developer who secured the Letter of Credit
32 will be presented, provided that the giving of
33 not be a condition for presenting such draft.
34 (8) Exniration of Letter(sl of Credit.
35
36
37
38
39
40
41
42
43
44
t being presented
written notice to
that such draft
such notice shall
(i) Comp�etion Letter of Credit. if the Completion
Letter of Credit e3cpires before the 45th day next succeeding
the Final Completion Date Deadline and a Substitute
Completion Letter of Credit is not substituted for said
existing Completion Letter of Credit at least fifteen {15)
days prior to its expiration date, the City shall, in a
timely manner, present a draft for the face amount of the
Completion Letter of Credit and the cash proceeds from the
draw shall constitute Substitute Cash for the Completion
Letter of Credit.
279716.6
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(ii) E�.ension Letter of Credit. If any Extension
Letter of Credit expires before the 45th day next succeeding
the related Completion Date Deadline (as extended pursuant
to Section 9(4)(B)) and a Substitute Extension Letter of
Credit is not substituted for said existing Extension Letter
of Credit at least fifteen (15) days prior to its expiration
date, the City shall, in a timely manner, present a draft
for the face amount of Extension Letter of Credit and the
cash proceeds drawn shall constitute Substitute Cash for the
Extension Letter of Credit. If the Substitute Cash is a
Permitted Investments, it shall satisfy the requirements
therefor set forth in Section 9(4j(B).
13 (9) Substitute Letter of Credit. The City shall, at the
14 request and expense of either Developer, substitute for any
15 existing Letter of Credit a Substitute Completion Letter of
16 Credit or Substitute Extension Letter of Credit, as the case may
17 be, provided that:
18 (i) the terms thereof are substantially identical to
19 the term of the existing Letter of Credit except that its
20 e�cpiration date shall be at least 30 days later than the
21 e�cpiration date of the existing Letter of Credit; and
22 (ii) the Substitute Completion Letter of Credit or
23 Extension Letter of Credit is a Qualified Letter of Credit.
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22. Bond Fund.
(1) There is hereby created in the City's General Debt
Service Fund (numbered 960) a separate account herein called the
"Bond Fund". The City shall deposit in the Bond Fund, upon
receipt or upon becoming subject to transfer to the Bond Fund, as
the case may be:
(A) all Tax Increments, Shortfall Payments and any
other Basic Payments required under Section 20 to be deposited
therein;
(B) any sums in the Construction Fund transferred to
the Bond E'und as provided in Section 21; and
(C) all other sums required by this Resolution be
deposited in the Bond Fund;
provided that Subdistrict Tax Increments shall be credited to a
separate account in the Bond Fund.
(2) Moneys in the Bond Fund, including interest earnings
thereon, shall be used and withdrawn by the City solely to pay
279776.6 3 7
Q5-��y��
1 discharge of all outstanding Non-Subdistrict Bonds as provided in
2 Section 28 (subject to the limitation on the use of Subdistrict
3 Tax Increments and earnings thereon set forth in subsection (2)
4 above and in Section 22(2) hereof); provided that any sums
5 (including interest earnings) in the Reserve Fund in excess of
6 the Reserve Requirement shall (except as otherwise provided in
7 subsection (4) below) be trans£erred to the Bond Fund and either
8 applied towards the prepayment of Bonds or used to make current
9 payments of principal or interest on the Bonds (subject to the
10 limitation on the use of Tax Increments and earnings thereon set
11 Porth in subsection (2) above and in Section 22(2) hereof).
12 (4) The Reserve Fund may at the sole election of the City
13 be funded at any time in whole or part by one or more Reserve
14 Fund Sureties; and any sums held in the Reserve Fund in excess of
15 the Reserve Requirement as a result of such funding may be
16 applied by the City to pay the premium on such Reserve Fund
17 Sureties, and the balance of such excess sums shall be remitted
18 to the Authority in the same manner and subject to the same
19 requirements that govern disposition of Excess Revenues under
2o Section 20, subsections (4) and (7).
21 24. Tax Levy; Coveraae Test. The estimated Revenues
22 are such that if collected in full they will produce at least
23 five percent (5$) in excess of the amount needed to meet when due
24 the principal and interest payments on the Bonds.
25 25. General Obliqation Pledae. For the prompt and
26 full payment of the principal and interest on the Bonds, as the
27 same respectively become due, the full faith, credit and taxing
28 powers of the City shall be and are hereby irrevocably pledged.
29 If the balance in the Bond Fund is ever insufficient to pay all
30 principal and interest then due on the Bonds payable therefrom,
31 the deficiency shall be promptly paid out of any General Fund
32 Monies of the City which are available for such purpose, and such
33 General Fund Monies may be reimbursed with or without interest
34 from the Bond Fund if, after giving effect to such reimbursement,
35 sums in the Bond Fund equal the Bond Fund Requirement.
36 26. Ce�tificate of Registration. The Director,
37 Department of Finance and Management Services, is hereby directed
38 to file a certified copy of this resolution with the County
39 Auditor of Ramsey County, Minnesota, together with such other
40 information as the County Auditor shall require, and to obtain
41 the County Auditor's certificate that the Bonds have been entered
42 in the County Auditor's Bond Register.
43 27. Records and Certificates. The officers of the
44 City are hereby authorized and directed to prepare and furnish to
45 the Underwriters and to the attorneys approving the legality of
279716.6 3 9
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the issuance of the Bonds, certified copies of all proceedinqs
and records of the City relating to the Bonds and to the
financial condition and affairs of the City, and such other
affidavits, certificates and information as are required to show
the facts relating to the legality and marketability of the Bonds
as the same appear from the books and records under their custody
and control or as otherwise known to them, and all such certified
copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the
Pacts recited therein.
28. Defeasance. When all Bonds have been discharged
as provided in this paragraph, all pledges, covenants and other
rights granted by this Resolution to the Holders of the Bonds
shall, to the extent permitted by law, cease. The City may
discharge its obligations with respect to any Bonds which are due
on any date by irrevocably depositing with the Bond Registrar on
or before that date a sum sufficient for the payment thereof in
Pull; or if any Bond should not be paid when due, it may
nevertheless be discharged by depositing with the Bond Registrar
a sum sufficient for the payment thereof in full with interest
accrued to the date of such deposit. The City may also discharge
its obligations with respect to any prepayable Bonds called for
redemption on any date when they are prepayable according to
their terms, by depositing with the Bond Registrar on or before
that date a sum suPficient for the payment thereof in full,
provided that notice of redemption thereof has been duly given or
arrangements for such notice have been made. The City may also
at any time discharge its obliqations with respect to any Bonds,
subject to the provisions of law now or hereafter authorizing and
regulating such action, by depositing irrevocably in escrow, with
a suitable banking institution qualified by law as an escrow
agent for this purpose, cash oz securities payment of the
principal and interest of which is unconditionally and fully
guaranteed by the United States, bearing interest payable at such
times and at such rates and maturing on such dates as shall be
required, subject to sale and/or reinvestment, to pay all amounts
to beoome due thereon to maturity or, if notice of redemption as
herein required has been duly provided for, to such earlier
redemption date.
40 29. Authorization to Execute Pledae Aqreement and Bond
41 Purchase Aareement. The Pledge Agreement and Bond Purchase
42 Agreement are hereby approved in substantially the forms now on
43 file in the office of the City; and the Mayor, Clerk, Director,
44 Department of Finance and Management Services and Director of
45 Department of Planning and Economic Development of the City are
46 authorized to execute the same in the name of and on behalf of
47 the City. In the event of the disability or the resignation or
48 other absence of any such officers, such other officers of the
279716.6 4 0
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City who may act in their behalf shall without further act or
authorization of the City do all things and execute all
instruments and documents required to be done or to be executed
by such absent or disabled officials.
30. First and Prior Lien. The pledge of Revenues
herein made to the payment of principal and interest to become
due on the Bonds and to the maintenance of the Reserve Fund at
the Reserve Requirement shall be a first and prior lien and
neither the City nor the Authority shall hereafter take any
action in derogation of that pledge.
31. Depositorv Letter Acrreement. The Depository
Letter Agreement is hereby approved, and shall be executed on
behalf of the City by the Mayor, Treasurer and Director, Depart-
ment of Finance and Management Services, in substantially the
form approved, with such changes, modifications, additions and
deletions as shall be necessary and appropriate and approved by
the City Attorney. Execution by such officers of the Depository
Letter Agreement shall be conclusive evidence as to the necessity
and propriety of changes and their approval by the City Attorney.
So long as Midwest Securities Trust Company is the Depository or
it or its nominee is the Holder of any Global Certificate, the
City shall comply with the provisions of the Depository Letter
Agreement, as it may be amended or supplemented by the City from
time to time with the agreement or consent of Midwest Securities
Trust Company.
32. Conditions Precedent. Notwithstanding the
foregoing, the City shall not be obligated to issue the Bonds
until all conditions set forth in Section 7.2 of the Developer
Agreements have been satisfied.
33. Services. Notwithstanding any provisions herein
to the contrary, the City may retain a Servicer to perform on
behalf of the City any administrative or enforcement functions
undertaken by the City hereunder, and, upon filing with the
Authority a copy of the City's contract with the Servicer, the
Authority shall fully cooperate with such Servicer as if the
Servicer were the City hereunder as provided in said contract.
37 34. Severabilitv. If any section, paragraph or
38 provision of this Resolution shall be held to be invalid or
39 unenforceable for any reason, the invalidity or unenforceability
40 of such section, paragraph or provision shall not affect any of
41 the remaining provisions of this resolution.
279716.6 4 1
Council Fi!e # � — 1 �� ��
Green Sheel #
RESOLUTION
CITY OF SAINT PAUL, MINNESOTA
PreseMed By
Refened To
Committee: Date
1 hereof, and shall not limit or define the meaning of any
Z provision hereof.
Atlopted by Council: Date - � � • �a. . \� � 5
i
Atloption rtified by Council
By:
2 7165 �
Approved by May : e=
By: �� C.
42
Re� epartmentl�
� ����
g of Finance and Management Servia
*
..� .. �s t
DEPAFTMENTAFFICE/CWNGL �ATEINRIATED '• /
Finance and Mapagement Services - Treasury 02{13195 GREEN SHEE 1' - 7 6
CANTACTPEfiSON&PHONE INITAVDATE , INRIAVDATE
, � DEPARTMENT DIRE � GITV CAUNqL
Martha &anforowicz�� �266-8836 A��GN �CRYATTOANEY �CITYCLERK,
MUST BE ON GOUNCIL AGENDA BV (DA'f� NUYBEfl FON BU�GET DIRECTOR � FIN. & MGT. SERVICES DIR.
ROUIIHG
Februarp 22, 1995 . ORO taavoa (OR nssisTnrm Q .
TOTAL # OF SIGNATURE PAGES f (CIIP ALL LOCATIONS FOR SIGNATURE)
ACTION REQUESTED: �
To approve the issuance of $7�540,000 Taxable General Obliqation Tax Increment Bonds negotiated with the
undercrriting fixms of Miller an8 Schroeder Financial, Inc_ and Piper SaPfrap, Inc.
RECOMMENDATIONS: npprove (A) or Reject (R) PERSONAL SEqVICE CONTRACTS MUST ANSWEfi THE FOLLOWING �UESTIONS:
_ PLANNING COMMISSION _ CIVIL SERVICE COMMISSION �� Has this person/firm ever worked untler a conlract tor ihis department?
_ CIB COMMITTEE _ YES NO
2. Has this personlfirm ever been a city employee?
_ STAFF — VES NO
_ DlsiqlCTCOURT — 3. Does ihis person/firm possess a skill not normelly possessed by any current ciry employee?
SUPPOBTS WHICH COUNQL O&IECTIVE? VES NO
Expla�n all yes answers on separate sheet and attach to green sheet
INITIATING PROBLEM, ISSUE, OPPORTUNITV (Who, What. When, Where, Why):
These bonds are for the purpose of funding public costs associated with the construction o f the
Midway Marketplace Project.
$7,540�000 Ta�cable General ObligaYion Taac Increment Bonds FEB ,� 1996
FOR COUNCIL AGENDA OF F£BRUARY 22� 1995 &�
�'��ua a ������
ADVAN7AGES IF APPROVED
Funds will be on hand for Phase I of the Midway Marketplace Project. ¢'� .� -. _„ ., b � p
7dYNiiS+m:i i .'_.. . .. .:C iS$`�e ia55+1
��c 1 �. E���S
4 's��..�.�. - .�
DISADVANTAGES IF APPROVED:
None
DISADVANTAGES IF NOTAPPROVED:
Funds will not be available for the project.
TOTAL AMOUNT OF 71iANSACTION $ COS7/REVENUE BUDGETED (CIRCLE ONE) VES NO
FUNDING SOURCE ACTIVITY NUMBEH
FINANCIAL INFORMATION: (EXPLAIN)
gs l ��
� EXHIBIT A
2 Legal Description of Project
3 (Phase I Midway Marketplace Development)
4 See E�ibits B and C which together describe
s all property included in this E�chibit A.
279716.6 A-1
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CUB FOODS PARCEI.
Zhat part af Lou 17, 18 aad 19, Kiusondnle, bcing Aaditois Subdivision No. 27 aad that pazt
of Eiseamengezs Szcand Addirion (now vacared) despribzd as follows:
Commencing at tfne in�csccdon of che eau line of che wesc 31.00 feat aad the souch line
of the ncnh 6p.0p fees of � Northeast Quastrr of the Souchwasc Quaner of Secdoa 3•i,
Township 29, Raage 23: [hencc South 0 degrxs 12 minuces 03 seconds Fasc, assumed
�n8� nlong the �ast line of said west 31.00 feet a disraace of 19.00 feec; �heace
Sourh 44 degcees 43 minntes 3p sa:oeds West a distaace of 1.42 fxc m[he euc line of
the west 30.00 fea of said Nonheau Quarttz of the Southwest Quatter, thence South 0
degreas 12 m;�" � 03 seconds Fast along thc east li� of said west 30.Op feec a
distaace of SS3.2S fete tA th� beginainY of tht land w bc drscrib�d; shence North 89
degrees 38 minutes 59 seconds East a disranx of 125.11 fee[; thence Nor�h 72 degfCGS
U8 minurrs 33 sacond� Fast a distanx of 17951 fa.� ttseace North 89 degrers 38
minu[es 59 seconds Easc a disunce of 190.G9 fa;; theace South 0 degers 21 aunuru
01 savnds Etst a distanco of 181.29 fee� theace Sonrh 89 degrees 38 ►ainutes 59
sacoads West a distanco of 35.50 feu; theax South 0 de�ees 21 minuces Ol serond;
Fasc a distance of 181.OQ foet; dses�ce South 89 d�gas 38 minutes 59 secoads Wesc a
distance of 39.77 feex thence Souch 0 degras 21 m�iautes Ol seconds Fast a distaace of
307.63 feet to L,ine 1 described bclow; thence South 89 de�rts 37 minntes 36 seconcis
West aloaY said lix 1 a diswnct of 41333 tu the t,ast linc of tl�e west 3Q.00 fea of
said Nor�heasc Quattes of du Southwest Quarrer; the�e Nortt� 0 degets 12 minures 03
seconds West aloag said easc liae of ehe west 3Q.Q0 fett a distance of 616.44 fat so che
pomt of beginning.
Line i: a line iun paialk2 wirh aad disrane 27 fea aortl�iy of the foIIowing d�cc�ibed tine:
Begionmg at a poinc on [he Nocdi aad Soath qusrtrr line of said Secdon 34, disrane
134279 feet Nath of tt�e Sowh quaaer caner �f; theoce rnn Westezly az aa angle
of 89 degrees 53 tninutes 38 saaoads widt said North �nd Sourh quatter line (measured
.from Soarh tn Wesc) for 1313.94 foec and �6ere teanioatiag,
EXCEPT that put of the above desceibed propary tyiag west of the east line of the
west 4260 feet ot said Natlra.0 Quartri a�f dse Soudiw+rst Q�arter.
a-z
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K-MAR7 LEASE PARCEL
That part of Lots 9. 1Q, 18, 19, Kiuonsdale, bzing Audiror's Subdivision No. 27,
drsa�ibed as follows:
�girmia8 az the inrrssecrioa of d�e �ast line of du west 31.0� feet and thz soush linc of the
norrh 60.00 feec of rhe Atornc��st Quatser of thc Soarhwest Quaru�s of S�rion 34,
TownshiP 29. Rsnge 23: dx�Ce South 0 dtgrees 22 min„ K 03 secOnds Eaz� estumed
brariag, slong d�e �ast lia of said west 31.00 fxs a disrance of 19.00 fcxs; theoce Soath 4q
degrees 43 minurrs 3p s�s Rresc a dis� of 2,42 feet [o che eas� line of thee wesc
30.06 fat of said Northeast QuaKt of the Souihwest Qaarter, theace Sou[h 0 degzts 12
�►� 03 ��ds Fast a1on8 dse eau 1ix of said wac 30.00 fuc a disran� of 553?5
frt� theoce Nosh 89 degers 38 miaatrs 59 sxoads Fau a disrance of 125_l l ftec; the�ce
North 72 degitts 08 �*;�n*�� 33 secondv Fast a diatance of 17951 fxfi tbeace Nonh 89
degees 38 mimires 59 seconds Eas� a divance of 329.43 feu; dxace Noith d degrees 21
m+nutes Ul seconds West a diswace of 214.25 fx� chenoc Nocth 89 degms 38 minutes 59
seconds Fatt a divanco of 25.06 feet; ihr,nce Nonh 0 degrezs 21 minuus Ol seconds Wesc
a distance of ?3.00 fafi d�eace Nonh Zg degas 32 miaures 10 seconds Easc a distanet pf
33.12 fxC theace 21psh 0 degiees 21 minut�s Ol secunds West a distanoe af 176.00 fett;
�hence Nonh 89 degtz�s 38 msnures 59 seconds Easc a dis� of 24.00 feec; thence Noith
0 degrees 21 minur,es Ol soconds Wesc a divaaa of 27.00 feei w the sauth iin uf the nath
60.00 feec of the said Nort6asc Quacser of rhe Sou[hwest Qaarru; chenx Soiuh 89 degrees
38 mim�res 59 seconds Wesc aiong said so,uh liae a discaaoe of bg7.70 fxs co che poinc of
begtnnta&
@CCFPT �� o� ve dcuribed pcnP�Y 1 Y�8 w�sc of �he e�st line of the west
Quaroer of the Soufiwes[ Quarter.
B-3
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F dc M Paroel
Thu part of Lots 2, 6 aad B, Bohn's Raaizaugr,meac, S�. Paul, Minn., of L,ou 17 aad 18,
Kiusondale, beiAg Audi(ors Subdivision Na. 2� and af Eiscnmenga'S Sezond Addition (naw
�acate� 13+in8 wesrrriy of rha followiag desaibad Line ?, lying nonhuiy of the follnwing
described Line 1 and eas►�riy of tha follnwing describcd Line 3:
Line 1: s liae rua paralki witL and distant 27 fcrt noc�rly of the folIowing described 1ine:
Begiaadng ac a poinc oa d�e North and Sonrh quarrer line of said Secaon 34, dis[ant
134274 feec Nortt� of thc SouFh quartrz caner thenaf; thrTM� nui Wcsrerty at an �g7�
of 89 degtees 53 minutts 38 seconds with sai,d North and South quanu� Li� (meas�sed
fi,om Sourh tu West) for 1323.94 fett usd t�e serminaang.
�z
Commeaciag at the ia�tion af tbe east line of the wcst 31.00 feec aad tbc sowh line
of the nocth 60.0p fecc of [he Northeast Q�acter of the Soathwest Quarter of Secuon 34,
Townsiup 29. Range 23; thsxe South 0 degmts 12 minurts U3 seconds Eau, acsumed
b�arin8 aiong dx east li� of said wweuu 31.00 f�et a disvace of 19.00 feefi t�noc
South 44 degnxs 43 minuus 30 seconds Wesc a distaoce of 1.42 feec tn thc eau tioe of
the watt 30.00 feet of said Noctheut Quarter of the Soathwat Quarttr thcace South 0
dcgres 12 minums 03 secoads Eas� along t!u tasc line of said wesi 3Q.0p feet a
distaaoe of Si3.25 fee� thena Norrh 89 degmrs 38 m;* 59 seconds Past a dis�ce
of 125.1 i fat; tlscnce North 92 degrees OS minu�s 33 s�conds Fast a distaace of
1�9.51 feer, theace North 89 depras 3g mia�res 59 secmd4 East a distance of 19Q.69
fee{ th�sce So�uh 0 degas 21 minat�s Ol sxonds Fist a disraace of 76.29 feet w the
6 ��S � ��a� otth 89 d�gne.s 38 minntas 59 seconds F.ast a disuxe of
f � � �� � gnes Z 1 minures Ol aecoods Eau a disnnce of 137.15
theace North 59 de �� 21 minutes 01 sixaa3c East a distanct of 34.41 fea;
gxs 38 miautes 59 secoods East a distance of 35.00 feefi theoce
Souch 30 degKes 21 miaaxs Ol saondt East a dictancx of ib4.73 feec; d�eace South 0
degas 14 mmutes OZ secoods Eau a distanoe of 301.42 to iu u►uisecrion wixk Line 1
desctib�d beluw and said Line 2 thexe t�sminadag.
B-4
95-r7.�
Line 3
�
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�'^^'^�*^�g at the iatecsxrinn of the eact line of che wesc 31.00 feet and the so�h line
of the nottft 60.00 fcct of the Northeast Quarter of the Southwest Quartcr of Socaon 34.,
Township 39, Range 23: theace Sonth 0 dcgszes 12 minures 03 secoads East, assumrd
bearing, along thc eau line of uid wesc 3I.00 feac a distance of 19_Op feec; choacc
Sourh 44 degnrs 43 miawts 30 s�conds Wcu a distance of 1.42 feeL to rhe eist line of
che west 30.OQ fer� of said Noithwst Qt3atur of the Souchwest Quaaer, che.�ce South p
degrees 12 minntes 03 sxonds Fzu along the easc line of said west 30.00 fcet a
distanct of 553.25 fa� tlr�re Nath 89 degms 38 minntrs 59 susonds Eas� a disraacro
of 125.1 I feei; dseace No►th 72 degrees OS minurcs 33 seconds Fast a distance of
179..5� feec; the.ncx North 89 degms 38 minutes 59 s�conds East a distance of 190.69
feet w the begianing of said I.ine 3; thexe Sotuh 0 degrees 21 miautes Ol seconds East
a disrance of 181.29 fxfi theace South 89 degnES 38 minuus 59 seconds Wesc a
distance of 35.50 feet; chenCe South 0 degmes 21 minares 02 seconds East a distance of
181.0p fxfi theax South 89 degras 38 minutes 59 aeconds Wrst a disunce of 39.77
feet; thoace South 0 degrees 21 minntes Ol secoads East a diataoce of 307.63 to its
�nrusectinn with Line 1 described below ond said I.ine 3 there �inating.
B-5 A ��_44
45�r�h
EXHIBIT C
Legal Description of UAMI
Project Component
See attached Legal Description
279716.5 C�1
9'S-�7�
The following described abstract propary:
Thac pan of Locs 9, lU, 17, and 1$> Kiuwndale, being Audiwr's Subdivision No. 27, chac
part of Lots 1, 2, 3, 4, 5, 6, A, B, C, D, F, F, G, H, and L. Bohn's Rearrdnguncn�, St.
Paul, Minn. and that part of University At' nue and Hamline Avenuc dzscabed as follows:
Commencing ae the inrersecuon of rhe ease tina of the wesc 3I.W feet an�i che souch lina of
the nonh 60.00 fccc of the Nortl�easc Quarmr of �he Souchwesc Quarrer of Sccrion 34,
Towoship 29, Raage 23; thence South 4 degrees 12 minutw 03 seconds East, assnmeci
bearing, along the rast line of said west 3I.00 f�ec a disranca of 19.00 fr,��; �hence South 44
de�cees 43 minures 30 se�oad� Wcsz a dis[ance of lA2 ferz [o the easc line of the west
30.00 feet of said Northeasc Quarrer of the SouthwcsL Quarrer; [hence South 0 degrces 12
minutes 03 serAnds East along the eazt line of said west 30.00 feet a distancc of 553.25
feet; thence Norrh 89 degrees 38 minures 59 seconds Easc a distance of 125.11 feec; �hence
Nonh �2 degrees O8 minutrs 33 secoads Fast st distance of 179_S 1 feer, [hance North 89
degrees 38 minuus 59 seconds Fau a disra :ce of 19p.69 feec co Point A being [hc poin[ of
beginning of rhe 3and co be dcscribed; ihenca Nonh 89 �Jegczes 38 minu►es i9 seconds Fast
a distazice of 138.74 feet; thence North 0 degrees 21 minutcs dl seconds Vr est a distance of
214.25 feec; tbence Nocth 89 degrees 38 minutes 59 seconds East s distancc of 25.00 feeC
ttxncc Norch 0 degrees 21 minuces 01 seconds Wcsc a distance of 73.00 fecc; thencc North
ZS degrees 32 minures 10 seconds Easc a d'utance of 33.12 fre�; ihcace North 0 de;recs 21
minures Ol seconds Wes� a discance of 1�6.00 fec4 chenca Norch 89 degrces 38 minu�es 59
seconds East a distance of ?A.00 feet; rhence AIorth 0 degras 21 minute 01 seconds V4 a
distance of Z7.00 fecc to the south line of the noah 60.00 feet of said Aiortheasc Quarrer of
the Southwest Quarrer; �ence North 89 degees 38 minutrs 59 seconds Eas� along said
south line a distance of 553.Q9 fee� eo iu ince�;don with tha wesc line of che east 43.90
fat of said Northeast Quatter of the Southwest Quaner, rhence South 0 deerecs 16 minures
02 secoads East along said west line a dis[ance of 681.50 feet to i[s inressecuon with a line
drawn wcsterly az right angies from a point on the cut liae of Loc 5 said Bohn's
Reanangemenc distanc 13.16 fe�t souch of �he nor�heast c;omer thcreof; chence south 89
degnxs 43 minaees 58 seconds West along said line a distance ef 16.47 fees to the
southeasterty line of Lnt A, said Bohn's Reairangement; �ence southwesterly alone rhe
soud�easterly linc of said Lot A to its inrerrsecdon wi[h nc� east line of the wrst 135 feet of
Lot 6, said Bohn's R�zirangement; chence Souch � degrees 14 minurrs 02 .;cconds Easc
alnng said east line a distarice of 233.17 feet to the heteina&er describul Liue 1; thence
Soath 89 degrees 37 minutcs 36 seconds West along said liae 1 a discance of 85.00 feet w
c-z
qs- ���
the point of ttrnunacion of � hrreinafte,r dzscribed Line 2: [heuce nonherly alAng said I.ine
2 tn the point of beginning, ezcepc �he hereinafrer described Parcels A rnd $.
Line i; a line run pazallel with and disrs�ne 27 fecc nonherly of ihe following desczi6ed line:
Beginning a� a poia[ on che Nort"h and South quaiter Iint of said Secaon 34, distaa�
1342.79 feec Nonh of �2�e South quarrer comzr thereof; [hcncc nm Westedy ac an
angle of 89 degrees 53 minu[es 38 seconds with said North and South quarrer line
(measured from Sourh to West) for 1313.94 feet and [herc rerminating.
Line 2: Beginning at above referenced Poinc A; thence Sou�h � degm.�s 31 miauces U 1
seconds Fasc a disrauce of 76.21 feet; [hence North 89 degrees 38 minutes 59
seconds East a distancc of 61.Op feet; thence South Q dcgrees 21 minures Ql
seconds Eas� a disrance of 137.15 feet; thenec South 30 degrees 21 minuus Ol
seconds Ezsc a distarue of 34.41 feci; thcnce Nonh S9 degrees 38 minutes 59
seconds Easc a distance of 35.OG fte[; rhence South 30 degrees 21 minuces Ol
szconds Easc a disrance of 164.73 fect; thencr South 0 degrees 14 minurzs U2
seCOnds Eace a distaace of 301.42 feec w the above described Line 1 and there
terminating.
Pa[rr1 A:
Commencing ac the above referenced poinc A; thence South 0 ciegiees 21 minutes Ql
seconds EasL a distance of 76.29 fcet; thence Nonh 89 degrees 38 minutes 59 seconds East
a distanee of 61.00 fecc; thznce Sourh 0 degzes 21 minuces Ol sec;ondi East a clistance of
137.15 feec; thcnce Sou[h 30 degrees 21 minwrs Ol seconds fiast a distance of 34.41 feet;
thence North 59 degrees 38 mintues 59 seconds Easc a disrance of 357.00 feet to the point
of beginning of che land tn bo descriyed; chencz Sputh 30 degrees 21 minutcs Ol sec;oncls
East a distance of 122.00 feec; thence North 59 degrecs 38 minurrs 59 dseconds Easc a
clistance of 65.61 feet; thence North 89 degnes 38 minutes 59 seconds Easc a d'urrnce of
185.65 feet; thence North 0 degrees 21 minutes Ol seconds West a distanc� of 1134 fx�;
thence Norrh 89 degiets 3g minntrs 59 secunds East a discance of 55.05 feec ro �he west
linc of the east 43.90 feec of said Noriheasc Quarrer of [he Sourhw�c Quaner; t�nce North
6 degrees 16 minutes 0? seconds Wes� a dis[ance of 25850 feefi thence South 89 degrets
38 minurrs 59 seconds Wesc a distance of 185.43 fxc: thencc Sourh Q degces 21 miauus
Ol scc:onds EasL a distance of 159.84 fcec; thusce Sourh 89 degrezs 38 minutzs 59 seconds
Wes[ a distance of 119.13 fce4 �hence South 59 degrees 38 minucrs 59 seconds Wcs� a
distance of 74.30 fea� w rhe po;ne of beginning.
C-3
q� - ��,�
�
Commencing at rhe above referenced Poin[ A; [hence Nor[h 89 degrees 38 minutes S9
seconds Fasc a distance of 138.74 fee�; tlseflce I3orth 0 degcees 21 minwrs Ol seconds
Wes� a distance of 214.25 fees; �heace North 89 degrees 38 minutcs 59 seconds Eas� a
distance of 25.00 feec to the be nnin of che !and m be descri6ed: shence Norch 0 degrees
? 1 minutes 01 seconds Wesc a distance of 73.W feeG thence Nonh 28 degrees 32 minacr.s
IO seconds Easc a discance of 33.12 feec; Lhence Nonh 0 degmes 22 minuees 01 seconds
West a distance of 17b.40 f��; theace Norrh 89 degrees 38 minutes 59 seconds Easc a
dis�ance of 24.00 fee� theace North 0 degrees 21 minutes Ol seconds West a disrance of
27.00 feet to the soiuh line of the north 60.00 feet of said Noctheasc Quacses of ihe
Suuchwesc Quarrer, chence Nor�h 89 degrees 38 miaures 59 seeonds Easc a distance of
435.11 fecc; thtace South 0 degrees 21 minutes Ol szconds fiast a distance of 330.Od fee�
thence South 89 degrees 38 minutes 59 sewnds West a distance of ZSO.QO feec; theace
Nor[h 61 degr�rs 21 minutes 26 seconds Wcsc a dis[ance of 51.58 feec; thence South 89
deSr� 38 �ures 59 seconds Wcsc a distane� of 180.00 feet to the poinc of beginning.
wLSO EXCEPI'II�IG from suck absuacc pr•�perty the following described pazcel of
registered propercy:
That part of the following d�scribed ParcellS lying south of the following descnbed Line
a --
PARCEL t5
That part of Lot 1, Eoha's Rearrangemcnc, according [o the original plat thereof on file in
thc ofFice of the Register of Deeds in aad for Ramsey Couaty, Minac.swca, describcd as
follows: Beginning ac a poinc on �e Southeciy line. of said Lot i, d'sstant 174.90 fuc
Sourhwesterly from thc Souiheasterly corner of said Lot 1, measured along the Sou�herly
line of Lot 1, and said poiat being on the line of che cencer line o[ ehe Eoiler Room Building
u+all as sicuated on said lo[; rhence (assuming the 1/4 line on Hamlme Avenue as Nor[h aad
South) North 2 degreec 46 1/2 minutes Eazc 9b.67 feec along said center line w che
Noriherly line of said wall; thcnce Nonh 87 degreES 4p minwes Wrst xlong she wall 4E3.55
frcc to rhe Norchwesreriy comrr of said buiJcling; thcnce South 2 degrees 46 1!2 minutes
Wes� alang the West linc of said wall 46.44 fect [o a poin[; thence Nocth 87 degmes 13 1!2
miautes Wesc 15.65 feet to a poinG thence Sourh 2 degxs 461/2 minutes West 33.2Q feet
co the Fas[erly extension of a line 10 feec Nonh of and pacallci with the Tangcnc lino
betwcea Locs F and H in said Bohn's Reacrangemenc; chence NoRh 87 degrces 38 minuces
West along stud line 11.49 feec to a point; thencc South 43 dcgnes 14 1/2 minutes West
10,18 feet to a point; thence South 2 degrees 021l2 minutes Wesc 6.04 fcxt to a poinr
thence South 42 degrees 57 1/2 minutes East 6.86 feec w a point in Ne Nonherly linc of
bricic building; chence aloag building wall South 87 degrees 51 1/2 minutes F.:ut 1735 fcct
�o a point; rh�ce Souch 30 dzgrecs 53 1/2 minutes East 26.82 frxc m a poinc in rhe
Sou�erly line of snid L.o� 1, d'utant 3�.41 feet Nor�heasterly from the most Southtrly
comer of said Lot i; thenet Northrastuly along said $outherty line �f I.ot 1, 44.13 feec to
the place of beginaing.
C-4
�is- � ��.
��:
Commeacing a� the norrhwesc corner of the Norrheasc Qliarcer of the Sou�hwesc
Quarter of Section 34, Township 29, Range 23: ttienncc South 0 degrees 12 minutes
03 seconds East along thc west line of said Norcheasi Qu an�r of ihc Southwest
Quarter a disrance of 916.84 fcxt tn the bcginning of the ] lne to be described; thence
I3otth 89 degrees 38 minvrrs 59 seconds EasL a distance of 1208.07 feetand said
line thcre r�.,,,;narino
a:
TOGETFiER with the following described regisrered property:
Tl�at pazc of rhe following desc�ibed Pazce1151ying south of t6e fallowing describzd I.;nn
A:
PAR.CEL 15
Thac par� of I.oc 1. Boha's Rearcangemen[, aceording w rhe original plac thercof on file in
the ot5ce of the Register pf Detds in and for Ramsey Couary, Minnesota, dcscribed as
follows: Beginning ac a point on the Soudurly line of said Lot 1, disranc 174.90 feec
Southwestr.rly from the Southcasreriy eornec of said Lot l, measured along che Soacheriy
liae of L.ot 1, and said potnt beiag on [hc line of rhe ceat,er liae of �e Boiler Room Buildiag
wall as situaied on said lot; thenc�e (assuming the 1141ine on Hacnline Avenuc as Narth and
Sourh) Nonh 2 degees 461/2 miawes Eas� 96,67 feec along said centr,r line to the
Nor[heriy line of said wa1t; thcnce I3otth 8'1 degrees 40 miautes West atong che wall d0.5S
feec to the Norchwuterly comer of said building; chence South 2 degmes 461/? minutes
Wcst along thc West line of said wall 4b.44 fat to a poin� thence Z3orrh 87 degrees 13 2/2
minutes West iS.65 fc;et to a point; thence South 2 degras 4b 1/2 minutes West 33.20 fect
w the Easteriy Gxtension of a line 10 feec Nonh of and parsllei with ihc Tangenc line
between Lots F and H in said Bohn's Reazrangemeac; thence Nocrh 87 degrers 38 minutes
W�ss along said line 11.49 fea w a poinG rhenc:e Souch 43 degrr.�s la 1i2 minures Wcsc
l0.18 feec co a poinc; ihence Souch 2 degrees 021l2 minur�s Wese 6.04 feet to a poine;
thence South 42 degrees 57 lt2 minutes East 6.8b fxt to a poinc in rhe Nonhcdy lina of
bcick buildiag; thencx aipng buiiding wall South 87 degrees 51 1/2 minutes Easc 1735 fcec
to a poinx thence South 30 degms 53 1/2 minwes East 26.82 feat to a point in [he
Sourherly line of said Loc !, dittanc 37.41 feec Northeastcriy from che mose Sou�rly
t� of said Lot i; thence Northeasteriy aloag said Southerly line of Lcx 1, 44.13 feec co
cGe plaoe of begiru�g.
LinZ A
Commencing at thc northwcsc comer of the Northeasc Quaner of the Sourhwcs�
Quacter of S�uon 34, Township 29, Rangc ?3; thence Soueh 0 degrees 12 minures
03 seconds Ezsc along ihe wes. line of said Nonheasc Quazser af the Souchwrsc
Quacser a distanca of 716.84 f�:et �o �he beginning of the lint ro be described; chenee
Nor[h 89 degrees 38 minu[es 59 seconds Easc a disrance of i208.07 feec and said
line [herc remunaang.
c-s
9s- t��
EXHIBIT D
Description of the Overlapping
Tax Increment District
The Snelling-University Tax Increment
Financing District described in the attached map
ns71a.5 D-1
qs-r��
EXHIBIT E
Description of Subdistrict
The Snellinq-University Hazardous Substance
Subdistrict described on the attached map
ns�ibs E-1
z
�;
E-2
9S- r��
9�5-�7�
EXHIBIT F
2 DESCRIPTION OF ESCROWED BOND FUNDS AND CAPITALIZED
3 INTEREST ALLOCATED TO EACH PROJECT COMPONENT
a I. UAMI Project Component
5 Escrowed Bond Funds and Capitalized
6 Interest Allocated at Bond Closinq
7 1. $ of Net Proceeds
8 invested in one or more Permitted
9 Investments to cover interest accrued
10 through and including January 1, 1996;
11 2. $ of Net Proceeds
12 invested in one or more Permitted
13 Investments maturing October 1, 1995
1a to cover $2,235,000 Net Proceeds
�s for Developer.
�s II. Small Shops Project Component
1� Escrowed Bond Funds and Capitalized
18 Interest Allocated at Bond Closinq
99 1. $ of Net Proceeds
� invested in one or more Permitted
21 Investments to cover interest accrued
2'2 through and including July 1, 1996;
23 2. $ of Net Proceeds
2a invested in one or moTe Permitted
25 Investments maturing December 1, 1995
� to cover $830,000 Net Proceeds
7/ for Developer.
279716.6 F-1
9S- � 7�
1 III. SIIPERVALiI Project Component
2 Escrowed Bond Funds and Cagitalized
3 Interest Allocated at Bond Closina
a 1. $ of Net Proceeds
s inves t d one or more Permitted
6 Investments to cover interest accrued
7 through and including April 1, 1996;
8 2. $ of Net Proceeds
s invested in one or more Permitted
10 Investments maturing December 1, 1995
�1 to cover $1,170,000 Net Proceeds
12 for Developer. (UAMZ PTOject Component)
�3 IV. K-Mart Project Component)
ia Escrowed Bond Funds and Capitalized
15 Interest A1looated at Bond Closina
16 1. $ of Net Proceeds
77 invested in one or more Permitted
18 Investments to cover interest accrued
1s through and including June 1, 1997;
� 2• $ of Net Proceed5
21 invested in one or more Permitted
� Investments maturing December 1, 1996
23 to cover $2,800,000 Net Proceeds
24 for Developer.
25 The Net Proceeds described above in paraqraphs I.1, II.1, III.1
26 and IV.1 may be invested in a single Capitalized Interest
27 Permitted Investments in the form of a guaranteed investment
28 contract to cover interest accrued through and inCluding the
29 dates stated therein for each Project Component.
279716.6 F-2
9s-r��
1 EXHIBIT G
2 FORM OF OFFICER'S CERTIFICATE
3 RE: The City of Saint Paul, Minnesota $
4 Taxable General Obligation Tax Increment Bonds,
s Series 1995A
s Sirs:
7 As Executive Director of The Housing and Redevelopment
8 Authority of the City of Saint Paul (the "Authority"), I hereby
9 requisition from the Construction Fund created by a resolution
�0 (the "Resolution") adopted by the City Council of the City of
�i Saint Paul on , 199 , sums indicated in
12 Exhibit A to be paid to the parties listed therein pursuant to
13 Section 21(3) or (5) of the Resolution and the Developer
1a Agreements (as defined in the Resolution).
�5 I hereby certify that to the best of my knowledge,
56 information and belief this certificate complies with the
17 provisions of Section 21 of the Resolution and that:
1e (a) $ of the Project Costs herein certified
19 £or payment are to be credited against the $
2o allocated to the Developer Environmental Remediation Costs and
21 $ of the Project Costs herein certified for payment
22 are to be credited against the $ allocated to the
23 Additional Public Redevelopment Costs for the
24 Component under Section 21(3) of the Resolution.
25 (b) any Costs of Issuance for which payment or
26 reimbursement are herein requested are now due and payable or
27 have been paid.
28 (c) any Project Costs for which payment or
29 reimbursement are requested herein which were incurred prior to
3o Bond Closing qualify as "Project Costs" as defined in the
31 Resolution.
� (dj each item of Cost for which payment
33 (reimbursement) is herein requested was expended for Project
aa Costs and is permitted under the Act (as defined in the
35 Indenture) and is authorized by the Tax Increment Financing Plan.
279776.6
G-1
9� i �k
� Attached hereto as Exhibit A and incorporated herein by
2 reference is a statement of the Project Costs for which payment
3 or reimbursement is requested herein, the name and address of the
a person to whom payment is to be made, the amount to be paid, the
s nature of the services or work performed and materials and
s equipment provided.
8 Executive Director
279776.6 G-2
q5= ���
EXHIBIT A
2 Schedule of Amounts Due and Payable From Construction Fund
3 Directly to Named Payees:
4 Name and Address of Pavee� Pavment Requested Work Done'
�
7
8
Schedule of Amounts Due and Payable To Authority From
Construction Fund as Reimbursement for Payment by Authority:
Name and Address of Reimbursement Work Done by
Pavee Paid by Authority Reauested Pavee of Authority
9 �The "Payee" would be the particular Developer and the "Work
10 Done" would be the Developer Environmental Remediation Costs and
>> Additional Public Redevelopment Costs if Net Proceeds are being
12 disbursed pursuant to Section 21(3) o£ the Resolution.
279716.6 G- 3
��- l 7�
EXHIBIT H
Desaription of Phase II Project
and
boundaries of the Phase II Tax Increment District
See attached Legal Description
279776.5 H-1
95-�7.�
REfAII. C PAR
� . .� - .. .. ... �.. . ..
T7�at parc of Lots 1. C, E, and F, Soha's Rrarrangement, S[. Paui, Minn. described as
follows:
Commencing at the intersecdon of the east line of the u+rst 31.00 fee[ and rhe south
line of the nor[h 60.00 feec of che Norrheast Quar�er of the Sourhwesc Quarter of
Sectipn 3�t, Township 29, Range 23; theoce South 0 degrees 12 minutrs 03
seconds East, assumed bearing, along thc easc line of said wcsc 31.0� feec a
distaace of 19.00 feet; thcnce Soueh 44 degees 43 minutes 30 seconds Wase a
dis�ce of 1.42 fcet to the tast line of [he west 30.00 fxt of said Nasheast Quaner
of the Sou rhwesc Quacter; thcnce South 0 degters 12 minutes 03 seconds F.�st along
the east 1'v�e of said wesc 30.00 fecs a distance of 553�35 fcee; ehence i�Iorrh 89
degrers 38 minutes 59 secondc East a distance of 125.I 1 feeG thence North 72
degrees b& minuus 33 sa:onds Ease a distance nf 179.51 feet: theace NorN 89
degras 3E minutes 59 seconds Fasc a disi•rnce of 190.69 feee; thcnce Souch 0
degas 21 minwes Ol seconds Eas� a distanr.e of 76.29 fee4 thcnce North 89
desrees 3R minuus 59 seconds Easc a distance of 61.00 feec; d�encc South U
degnrs 21 minutes Ol sxonds East a distance of 137.15 fxc: thencx South 30
degites 21 minu[es Ol seconds Eact a disrance of 34.411 eec; thence Norrh 59
deg�s 38 mintues 59 seconds F.ast a disrance of 35�.0(: fea co rhe point of
beginning of the land w be described; du,nce Souih 30 d�:gcees 21 mmutes Ol
seconds Hast a distancx of 122.00 fecr, thence Nonh 59 �legtees 38 minutcs 59
dscconds Fast a distaace of 65.61 fxL; thence I3onh 89 �kgrees 38 miaucrs 59
s�conds East a distance of 185.65 feec: �u;ncc North 0 d grxs 21 minuces U 1
seconds V�rst a dissance of 1134 fecs; thes�a North 89 � ogrees 38 minu�s 59
seconds Easc a disrance of 65.d5 fe�t ru [he west line of �e east 43.9 fexc of said
Northeasc Qaazuz of die Souchwesc Quazuc; thence Nun Q degrers 16 minutes 02
seconds West a distance of 25850 fee� chence South 89 fegrees 38 minures 59
stconds Vlest a distancx of 185.43 Feec; thence South 0��gcrrs 21 minutes Ol
seconds Eas[ a distanx of 159.84 fees; �hence South 89 agras 38 minuses 59
seco�ds W� a distance of 119.13 fxc: tt�euce Souch 54 legrees 38 minuces 59
seconds Wesc a distaace of 743U feec � the poinc of be� nning.
Excepang from such absuacc propeay the Following dau�ribed r� sisterod properry:
'Ibat paa of the following desaibed Pac�i 151ying non of tha follow'sng
deSCribed line A:
f�3F
'Il�ac pa�t of Lot 1, Bohn's Rtarcangcment according co che origi
�he offic�: of the Register of Deeds in and for Ramsey Counry, b
fullows: Beginning ae a poinc on �ht Sowherly lint of said Loc
Sou[hwesr�ily from ehe Suucheastufy comez of said Lue 1, mea
li� of Lot 1, and said poinc 6eing on the line of rhe cen�cr line �
wa11 as situat�d on said lot; thence (assuming tb� 1/41ine on H•r
Souch) Notth 2 degers 4b ii2 minures Eas� 96.67 fee� along s�
Northerly linc of uid w;Jt; �hence Nocsh 87 degrees 4p mu�utcs
iai plat thereof on file in
innesota, described as
d'utanc 174.90 feec
ued along che Sou�herly
�he Boilet Room Building
line Avenut ss Nonh and
ceater line to tha
Vest along nc� wall �)-55
x-2
�s- i 7�
fat to t6c Northwes�crly comcr of said biuldiag; rheace South 2 degrees 46 U2 minutes
We� along the West lime of said wall 46.44 fea to a poinc; thencc North 87 dc€recs 13 1I2
minures West 15.65 f�et to a point� �heace South 2 degrces 46 1!Z minurrs West 33.?A fecc
to the Easredy exte,asion of a line 10 fect Nosh of and parallei with the Tangent line
bawzta Lots F and H in said Bohn`s Rearrangemeat; thence North 87 degreas 38 tninutes
Wesc along said linc 11.49 feec w a poinC chena Soath 43 degrees 141/2 m3nuces West
1U.18 &xc ra a point; thwce Souch 2 degas 021l2 minutes Wesc 6.04 fees to a poinc:
thence Soutli 42 degms 571/2 minutes East 6.86 fxt to a point 3n �he NanhodY line of
brick buildiag; thence along�uitding wall Souch 8? degras 5 t 1!2 minu�es Fast 1735 Feec
to a point; th�ce South 30 degrees 53 1/2 minutes Easc 26.82 feec to a poinc in rbe
Southerly line of said Lot 1, distant 37.41 feet Nor�heasterly fmm ehe most Soucherly
corner of said Lot i; rh�ce Northcasteriy along said Southedy line of L.ot i, 44.13 feet co
the place of beginning.
I.iae A:
Commeacing at ihe n�oahwest comer of the No�heasc Qaaaer of �he Southwest
Qoutrs of Secrion 34, Township 29, Raage 23: tJ�encc South 0 de�rees 12 minuus
03 seconds East along the wesc line of said Nonheas[ Quazur of the Southwcst
Quuur a distancx of 716.84 fxc [o [he beginning of the liue to be Jescribed: thmce
�1orth 89 dagrees 38 minures 59 seconds Easc a dastaiue of 1208.07 faecand said
]j� {J�� t�rmi�ing. -
7'OCETf�1t with the following described regsraed propeny.
T6at, part of the following described Pazcei 15 lying norcb of the following described Line
A
'[hat pazt of L.oc !, Bohn's Reazrangem�nt, according rv the otiSinal plat thereof on file in
the offrce of thz Registez of Dxds in and for Ramsey Comny, Mianeso►s, described 3s
follows: Beginning ac a poinc on nc� Soucherly line of said Lot l, distanc 174.N0 feet
Sourhwasterly from thc Southeasreriy comer of said Lot 1, measured atong tl�e Southeily
line of Lot 1, and saidpoinc being on the line of the center line of tt�e Boilcr Room Building
wall as siwated on said lot: theace (assuming the UA line oa Hamiine Avenue as Nocth and
South) Norch 2 cie�CCS 461/2 minw�c Face 96.67 feet along said �xnter line so the
I3onherly lint of said wall; th�nce Norih 87 degcus 40 minutes Wesc along the wall 4055
feet to the Northwestesly cosar! of saiJ buiidiag; r.hencc South 2 degrees 46 1!2 cs►in�stes
Wesc along the Wrstline of said wall 46.44 feec to a painc: ihence Norch 87 degrces 13 1/2
minutes Wesc 15.65 feec rn apoint; thence Sou�h 3 degras 461l2 minures Wrsc 33.20 feec
w tLe Facrerly racreasion of a line !0 feet Nurth of aud pacallel with tho'Pangen� line
betwxn Lots F and H in said Boha's Reazrangement; thenct Nonh 87 degiees 38 minutu
West alatg said line 1 l.49 fees to a point: chmcc Souch 43 degrees 141/2 minutes West
1R18 &et tn a painK �heoce Sou[h 2 degnxs 02 1/2 minures West b.(�4 ftet to a point:
d�enx Souih 42 dcgrees 57 1R minutis Easc b.86 fezt co a poinc in ehe Nor�herly Lne of
brick building; chence along building wall Sou�h 87 degrets 51 U2 m�nures Easc 17.35 feee
to a poine; thence Sou�h 30 deg►res 53 1/2 minuces East 26.82 f�et eo a poin� in rhe
Southedy line af said I.ot 1, distane 31.41 fece Nurthe�st�'ly frc m che most Southerly
comcr of said Loc 1; chence Noriheuculy nlong said Sou�herly line af Loc i, 44.13 fece to
the pJar.e of btguuwsg.
Being cngisrend land as is evidenced by Cenitic�uc of Tide No. 363054.
I�t1e A:
H-3
5`5-�7�
Commencing at the northwcst corner of rhe Norrheast Qua�ter of thc Southwesc
Quarcer of Section 34, Township 29. Range ?i; thcace South 0 degras I2 minuris
03 seconds East along �he west line of said Nottheau Quaner of �he Souchwrst
Qnarrer a d'urance of 716.84 ferx w thc bcginauig of tLe liae w be desc;ribed; then�:e
North 89 deg�es 38 minures 59 seconds East a disraare of 1208.Q7 feec and said
line there *••••
a
H-4
9s-���
RETA� D, ANf�iOR E PARCEI.
'I7�as parc of Lots 9 and 10, Kistsoadale, being Auditals Subdivision No. ?7 desc:ibed as
followa:
Commeacing ac rhe iatersecrion of the eau line of the wesc 31.00 feec aad the so�uh liae nf
cE�e narth 60.�0 fat of tbe No�theasc Qvanez of the Sonrhw�st Quarta of Searon 34,
Trnmihip 29, Range 23; dxnce Sourh 0 degxs 12 minvres Q3 seronds Eas� asswaed
� 4 3�mina�res 30 soconds Wes[ a�disraACe� 1.42� the east line � west th 44
30.00 fat of said Noaheast Quaaa of d�e Sou�west Quarrer, the.xe Sourh 0 degas 12
minufes �3 sxonds East aiong rhe east liae of said wesc 30.00 feec a disiaznce of 553.25
fa� thr,act North $9 de�nxs 38 minu�es 59 seconds Etu a distaace of 125.11 feet; rheace
Notth 72 degixs O8 minat�s 33 xcoads Fast a disnace of I19S1 fx� thence North 89
de�eec 38 minwes 59 seooads East a disraaa of 329.43 feec; rhena Nor[h 0 degnes 21
mmures Ol seconds West a d'utan�ce of 214.25 fe� thence No� 89 dcgxes 38 caia�es 59
secoods Easc a diss�x of 25.40 feet to the bcginning of the laod to be dcuiibed: tlmca
Nonh 0 degrcts 21 mmntcs Ol seconds West a dis�ance ef 73.00 feefi theoce North 28
degreGS 32 miautes 10 seconds F.zst a distance of 3312 feet; � North 0 degises 22
minwes Ol �xonds West a distance of 176.00 fxc; thearx Nocth 89 degxs 38 mimues 59
seconds East s distance af 24.00 feu; thence Nonh 0 degnees 21 miaures Ol seconds West
a distaact of 27.0p fac w the south line of the aorth 6Q.00 feu of said Northeact Quacrer o£
rhe Soathwest Quac9u; thence Noith 89 degrees 3$ minutts 59 seconds East along said
sovth line a disranoe of 433.11 feefi thea�e South 0 deg�as 21 minutea Ol secocds East a
dissaace. of 330.U0 fat; d�eaa South 89 degrets 38 minures 59 seconds West a 3iwnce of
250.00 feec; d+eace Nord► 61 degnxs 21 minnres 26 sxands West a distance of S 1.58 fea;
dmce Sowh 89 degn�s 38 minutcs 59 socoods West a distanc�e af 180.00 fxt w the podnt.
of begaming.
x-s
��- �7,�
1 EXHIBIT
2 AMOUNT OF BONDS SUBJECT TO EXTRAORDINARY MANDATORY REDEMPTION
3 AND PROVISIONS RELATING TO DRAWS
4 UNDER THE COMPLETION LETTER OF CREDIT
5 A. UAMI PROJECT COMPONENT
6 1. IP a Completion Certificate has not been filed with the
7 City relating to the UAMI Project Component by the Completion
$ Date Deadline established therefor (as such date may have been
s eactended pursuant to Section 9(4j(B�), then (a) the City shall
10 promptly submit a draw(sj under the Completion Letters of Credit
11 for the entire face amounts thereof and deposit the proceeds of
12 such draw into the Bond Fund, and (b) all outstanding Bonds shall
13 be redeemed pursuant to Section 9(4)(A)(a), at such times and in
�a such amounts as follows: (1) on the first day of the month next
15 succeeding the Completion Date Deadline for the UAMI Project
16 Component (as such date may have been extended pursuant to
n Section 9(4)(B)), Bonds shall be redeemed in an amount equal to
t8 the sum of (a) $2,235,000, plus {b) the remainder when $7,435,000
is is subtracted from the amount of outstanding Bonds, plus (c) the
2a aggregate amount of cash proceeds, if any, from any matured
2� Permitted Investments, other than the Permitted Investments(s)
71 maturing in the agqregate amount of $2,235,000 and deposited in
23 the Escrow Account of the Construction Fund under Section
2a 21(1)(i); and (2), if any Permitted Investments deposited in the
25 Escrow Account of the Construction Fund under Section 21(1)(i)
26 have not yet matured, on each of the subsequent dates that such
27 Permitted Investments mature Bonds shall be redeemed in an amount
28 equal to the cash proceeds of such Permitted Investments.
2s 2. If a Completion Certificate has been filed with the City
3o relating to the UAMI Project Component by not later than the
31 Completion Date Deadline established therefor (as such date may
32 have been extended pursuant to Section 9(4)(B)), then (a) the
33 City shall retain the Completion Letter(s) of Credit until
3a Completion Certificates have been filed with the City for both
35 the SUPERVALU Project Component and the Small Shops Project
36 Component by the Completion Date Deadlines established therefor
37 (as such dates may have been extended pursuant to Section
38 9(4)(B)) or if Completion Certificates have been so filed for
3s both the SUPERVALU Project Component and the Small Shops Project
a0 Component, return the Completion Letter(s) of Credit to the
ai person(s) for whose account the Completion Letter of Credit was
a2 established without drawing on any remaining balance; and (b) of
43 the outstanding Bonds, an amount equal to $2,235,000 of Bonds (in
aa addition to Bonds previously released, if any) shall not be
279716.6 S-1
9s-��h
� subject to Extraordinary Mandatory Redemption pursuant to Section
2 9(4){A) and for purposes of Paragraph D(1) of this Exhibit I
3 shall be deemed "released."
4 B. SMALL SHOPS PROJECT COMPONENT
5 1. If a Completion Certificate has not been filed with the
s City relating to the Small Shops Project Component by the
� Completion Date Deadline established therefor (as such date may
8 have been extended pursuant to Section 9(4)(B)), then (a) the
9 City shall promptly submit a draw under the Completion Letter(s)
10 oP Credit for (1) $95,000 plus (2) an amount equal to interest to
1i accrue on $925,000 of Bonds from the date of such Completion Date
�2 Deadline to the Extraordinary Redemption Date and deposit the
13 proceeds of such draw into the Bond Fund, and (b) use such
ta proceeds along with the proceeds of the Permitted Investments
15 maturing in the amount of $830,000 to redeem $95,000 of
16 outstanding Bonds pursuant to Section 9(4)(A)(a).
17 2. If a Completion Certificate has been filed with the City
1s relating to the Small Shops Project Component by not later than
1s the Completion Date Deadline established therefor (as such date
20 may have been extended pursuant to Section 9(4)(B)), then:
21 (a) if the Gross Floor Area is less than 40,746 square
22 feet, the City shall cause an Extraordinary Mandatory
23 Redemption pursuant to Section 9(4)(A)(b); and
24 (b) if the Gross Floor Area is at least 40,746 square
25 feet the City shall retain the Completion Letter(s) of
2s Credit until Completion Certificates have been filed with
27 the City for both the SUPERVALU Project Component and the
2s UAMI Project Component by the Completion Date Deadlines
2s established therefor (as such dates may have been extended
� pursuant to Section 9(4)(B)), or if Completion Certificates
31 have been so filed for both the SUPERVALU Froject Component
32 and the UAMI Project Component, return the Completion
� Letter(s) of Credit to the person(s) for whose account the
� Completion Letter of Credit was established without drawing
3s on any remaining balance.
� In either event, of the outstanding Bonds, an amount
3� equal to $945,000 of Bonds (less the principal amount of
se Bonds called for redemption pursuant to Section 9(4j(A)(a),
� shall not be subject to Extraordinary Mandatory Redemption
4o pursuant to Section 9(4)(A) and for purposes of Paragraph
a� D(1) of this Exhibit I shall be deemed "released" (in
42 addition to Bonds previously released, if any).
279716.6 I-2
9s-���
1 C. SiJPERVALU PROJECT COMPONENT
2 1. If a Completion Certificate has not been filed with the
3 City relating to the SUPERVALU Project Component by the
4 Completion Date Deadline established therefor (as such date may
5 have been extended pursuant to Section 9(4)(B)), then (a) the
s City shall promptly submit a draw under the Completion Letter(s)
� of Credit for {i) $530,000 plus (2) an amount equal to interest
a to accrue on $1,700,000 of Bonds from the date of such Completion
9 Date Deadline to the Extraordinary Redemption Date and deposit
10 the proceeds of such draw into the Bond Fund, and (b) use such
1� proceeds along with the proceeds of the Permitted Investments
12 maturinq in the amount of $1,170,00o to redeem $1,700,000 of
13 outstanding Bonds pursuant to Section 9(4)(A)(a).
1a
15
is
17
18
tis
20
2�
�
�
24
25
26
27
�
29
30
31
�
33
34
�
36
37
38
3s
ao
ai
2. If a Completion Certificate has been filed with the City
relating to the SUPERVALII Project Camponent by not later than the
Completion Date Deadline established therefor (as such date may
have been extended pursuant to Section 9(4)(B)), then (a) the
City shall retain the Completion Letter(s) of Credit until
Completion Certificates have been filed with the City for both
the Small Shops Project Component and the UAMI Project Component
by the Completion Date Deadlines established therefor (as such
dates may have been extended pursuant to Section 9(4)(B)), or, if
Completion Certificates have been so filed £or both the Small
Shops Project Component and the UAMI Project Component, return
the Completion Letter(s) of Credit to the person(s) for whose
account the Completion Letter of Credit was established without
drawing on any remaining balance; and (b) of the outstandinq
Bonds, an amount equal to $1,730,000 of Bonds shall not be
subject to Extraordinary Mandatory Redemption pursuant to Section
9(4)(A) and for purposes of Paragraph D(1) of this Exhibit S
shall be deemed "released" (in addition to Bonds previously
released, if any).
D. K-MART PROJECT COMPONENT
1. If a Completion Certificate has not been filed with the
City relating to the K-Mart Project Component by the Completion
Date Deadline established therefor (as such date may have been
extended pursuant to Section 9(4)(B)), then the City shall use
the proceeds of the Permitted Investments maturing in the amount
of $2,800,000 to redeem an amount of Bonds equal to the lesser of
(a) $2,800,000 or (b) the remainder when the sum of Bonds
previously redeemed and "released" is subtracted from $7,660,D00.
42 2. If a Completion Certificate has been filed with the City
43 relating to the K-Mart Project Component by not later than the
�4 Completion Date Deadline established therefor (as such date may
as have been extended pursuant to Section 9(4)(B)), then (a) the
279716.6 I-3
9�-i7�
� City shall take no action with respect to the Completion Letter
2 of Credit and (bj of the outstanding Bonds, an amount equal to
3 $2,800,000 of Bonds (in addition to Bonds previously released)
a shall not be subject to Extraordinary Mandatory Redemption
5 pursuant to Section 9(4)(A).
6 E. SUBSTITUTE CASH
7 If Substitute Cash is substituted for a Completion Letter of
a Credit:
9 (i) in the event the directions above call for a draw
to on the Completion Letter(s) of Credit, the Substitute Cash
17 shall be applied under the same conditions, in the same
12 amount and for the same purpose as would apply to the
13 Completion Letter(s) of Credit; provided, in the event that
1a the Escrow Account simultaneously holds Substitute Cash and
�s a Completion Letter of Credit and the City is required
16 hereunder to apply less than the full amount thereof, the
17 City shall apply a proportionate amount of the Substitute
�8 Cash as would be determined by Paragraph F(1) below if such
�9 Substitute Cash were instead a Completion Letter of Credit;
� and
21 (ii} in the event the directions above call for the
� Completion Letter(s) of Credit to be returned, then the City
� shall remit all Substitute Cash on deposit in the Escrow
24 Account (subject to Paragraph F(3) below) as follows:
25 (A) iP the Substitute Cash resulted from the
� City's draw on a Completion Letter of Credit, then the
2� Substitute Cash shall be remitted to the Developer for
2$ whose account such Completion Letter of Credit was
� established; and
� (B) if the Substitute Cash was deposited in place
3� of a Completion Letter of Credit, either at the Bond
� Closing or upon the expiration of a Completion Letter
� of Credit, then the Substitute Cash shall be remitted
� to the person who made such deposit.
35 F. MULTIPLE COMPLETION LETTERS OF CREDIT OR DEPOSITORS OF
� SUBSTITUTE CASH.
37 1. If (a) there is on deposit in the Escrow Account more
as than one Completion Letter of Credit, (b) the City is required
� hereunder to draw on the Completion Letter(s) of Credit, and (c)
� the required draw is for an amount less than the aggregate
a1 remaining balance thereof, then (x) the City shall determine,
a2 with respect to each Completion Letter of Credit based on the
279716.6 I-4
�'�'- / 7�
� amount available to be drawn, its proportion as a percentage of
2 all Completion Letters of Credit, and (y) submit a draw under
3 each such Completion Letter of Credit in an amount equal to such
a percentage of the total draw required.
5 2. If (a) there is on deposit in the Escrow Account
6 Substitute Cash deposited by more than one person (by draws on
� Completion Letters of Credit deposited by more than one person or
s otherwise), (b) the City is required hereunder to draw on a
9 Completion Letter of Credit (and therefore apply Substitute Cash
10 pursuant to Paragraph E(i) above), and (c) such draw is for an
» amount less than the remaining balance of Substituted Cash, then
�2 (x) the City shall apply any Substitute Cash in the amount
13 required and (y) the amount applied shall be deemed applied £rom
14 Substituted Cash of each depositor based on the proportion of
15 such depositor's Substituted Cash as a percentage of all
16 Substituted Cash.
17 3. If (a) there is on deposit in the Escrow Account
1a Substitute Cash deposited by more than one person (by draws on
i9 Completion Letter(s) of Credit deposited by more than one person
20 or otherwise), (b) the City is required hereunder to return the
21 Completion Letters of Credit (and therefore return Substituted
22 Cash pursuant to Paragraph E(ii) above), and (c) Substitute Cash
23 has previously been applied by the City as required hereunder,
2a then the City shall remit �he remaining Substitute Cash to the
25 original depositors in proportions based on the amount each
26 depositor deposited as a percentage of all Substitute Cash
2� deposited.
279716.6 I-5
�'S
EXHIBIT J
Description of Midway Marketplace Project
See Exhibits B, C and A which together described
all of the Midway Marketplace Project
279776.5 J-1
9�5-� 7h
1 EXHIBIT K
2 UNITED STATES OF AMERICA
3 STATE OF MINNESOTA
4 RAMSEY COUNTY
5 CITY OF SAINT YAUL
�
�
7 TAXABLE GENERAL OBLIGATION TAX INCREMENT
8 BOND, SERIES 1995A
9 INTEREST
50 RATE
11
12
13
14
15
16
t7
18
19
�
2t
�
23
24
25
26
27
�
2s
�
31
32
�
3a
35
36
37
38
39
a0
REGISTERED OWNER:
PRINCIPAL AMOUNT:
$
DOLLARS
KNOW ALL PERSONS BY THESE PRESEI3TS that the City of
Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"),
certi£ies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate
of registration below, or registered assigns, in the manner
hereinafter set forth, the principal amount specified above, on
the maturity date specified above, unless called for earlier
redemption, and to pay interest thereon semiannually on March 1
and September 1 of each year (each, an "Interest Payment Date"),
commencing September 1, 1994, at the rate per annum specified
above (calculated on the basis of a 360-day year of twelve 30-day
months) until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest
has been paid, from the Date of Original Issuance hereof. The
principal of and premium, if any, on this Bond are payable by
check or draft in same-day funds by 2:3o p.m., Eastern time, upon
presentation and surrender hereof at the principal office of the
Treasurer o£ the Issuer in Saint Paul, Minnesota (the °Bond
Registrar"), acting as paying agent, or any successor paying
agent duly appointed by the Issuer; provided, however, that upon
a partial redemption of this Bond which results in the stated
amount hereof being reduced, the Holder may in its discretion be
paid without presentation of this Bond, which payment shall be
received no later than 2:30 p.m. Easter, time, and may make a
notation on the panel provided herein of such redemption, stating
the amount so redeemed, or may return the Bond to the Bond
MATURITY
DATE
March 1,
DATE OF
ORIGINAL ISSUANCE CUSIP
279776.6 K-1
�1�5- �7k
� Registrar in exchange for a new Bond in the proper principal
2 amount. Such notation, if made by the Holder, shall be for
3 reference only, and may not be relied upon by any other person as
¢ being in any way determinative of the principal amount of this
s Bond outstanding, unless the Bond Registrar has signed the
6 appropriate column of the panel. Interest on this Bond will be
� paid on each Interest Payment Date in same-day funds by 2:30
$ p.m., Eastern time, to the person in whose name this Bond is
s registered (the "Holder" or "Bondholder") on the registration
10 books of the Issuer maintained by the Bond Reqistrar and at the
» address appearing thereon at the close of business on the
�2 fifteenth calendar day preceding such Interest Payment Date (the
�3 "Regular Record Date"). Interest payments shall be received by
1a the Holder no later than 2:30 p.m., Eastern time; and principal
�5 and premium payments shall be received by the Holder no later
�s than 2:30 p.m., Eastern time, if the Bond is surrendered for
» payment enough in advance to permit payment to be made by such
18 time. Any interest not so timely paid shall cease to be payable
i9 to the person who is the Aolder hereof as of the Regular Record
2o Date, and shall be payable to the person who is the xolder hereof
21 at the close of business on a date (the ��Special Record Date")
22 fixed by the Bond Ftegistrar whenever money becomes available for
z3 payment of the defaulted interest. Notice of the Special Record
2a Date shall be given to Bondholders not less than ten days prior
2s to the Special Record Date. The principal of and premium, if
26 any, and interest on this Bond are payable in lawful money of the
27 United States of America.
2$ Date of Payment Not Business Dav. If the date for
� payment of the principal of, premium, if any, or interest on this
3o Bond shall be a Saturday, Sunday, legal holiday or a day on which
3� banking institutions in the City of Chicago, Illinois, or the
32 city where the principal office of the Bond Registrar is located
33 are authorized by law or executive order to close, then the date
3a for such payment shall be the next succeeding day which is not a
a5 Saturday, Sunday, legal holiday or a day on which such banking
36 institutions are authorized to close, and payment on such date
37 shall have the same force and effect as if made on the nominal
38 date of payment.
� ISSUance: Purpose: General Obliaation. This Bond has
a0 been issued as part of an issue of Bonds pursuant to and in full
41 conformity with the Constitution and laws of the State of
42 Minnesota, and pursuant to a resolution adopted by the City
a3 Council of the Issuer on February 22, 1995 (the "Resolution"),
aa for the purpose of providing money to finance reimbursement of
a5 public redevelopment costs incurred in connection with a
as redevelopment project in the City. This Bond is payable out of
47 the General Debt Service Fund of the Issuer. This Bond
as constitutes a general obligation of the Issuer, and to provide
279716.6 K-2
qs- � ��
t moneys for the prompt and full payment of its principal, premium,
2 if any, and interest when the same become due, the full £aith and
s credit and taxing powers of the Issuer have been and are hereby
a irrevocably pledged.
s ootional Redemntion. The Bonds are subject to redemption
s and prepayment at the option of the City, in whole or in part in
7 increments of $5,000, on March 1, 2005 and any date thereafter at
a the principal amount to be prepaid, plus accrued interest to the
s redemption date and no premium.
to Mandatorv Sinkina Fund Redemntion. The Bonds maturing on
11 March l, 2017 shall be subject to mandatory sinking £und
12 redemption prior to maturity in part in increments of $5,000 at
13 the principal amount so as to be redeemed, plus accrued interest
14 to the date fixed for redemption, on the date and in the
i5 principal amounts as follows:
16
t�
1s
19
20
21
�
23
24
25
26
27
28
29
�
31
32
�
3a
�
36
37
38
39
a0
41
�
43
44
RedemDtion Dates
March
March
March
March
March
March
March
Principal Amount
1, 2011 $385,000
1, 2012 415,000
1, 2013 455,000
1, 2014 490,000
1, 2015 535,000
1, 2016 580,000
1, 2017 635,000
(Final Maturity Date)
Casualtv Call. The Bonds are subject to redemption and
prepayment at the option of the City on any date at a price equal
to their principal amount plus accrued interest to the date fixed
for redemption, without premium, (A) in whole but not in part (a)
if the Project Buildings_shall have been damaged or destroyed to
such extent that in the reasonable judgment of the Issuer the
Project cannot reasonably be restored within eighteen months to
substantially its condition immediately preceding such damage or
destruction; or (b) if by reason of condemnation title shall have
been taken to all or substantially all of the Project; or (B) in
part (in increments of $5,000j in the amount required to
discharge Bonds as hereinafter provided if (i) a Project
Component shall have been damaged, destroyed or condemned, (ii)
under the terms of Section 5.2(4) or Section 5.3 of either or
both Developer Agreements the Developer thereunder elects to
discharge Project Component Bonds in approximately the same
proportion as the Projected Tax Payments have been deemed reduced
as a result of the damage, destruction or condemnation and (iii)
after giving effect to such discharge, the Debt Service Coverage
Ratio will not be reduced.
279756.6 K-3
�j� -r 7�
1 Extraordinarv Mandatorv Redemntion.
2 (a) If a Completion Certificate has not been filed
3 with the Trustee for any Project Component by the Completion Date
4 Deadline established therefor, any sums, Letter{s) of Credit and
5 Permitted Investments(s) held in the Escrow Account and, if
s applicable, the Capitalized Interest Account and set aside for
� the Bonds to be redeemed shall be applied (or in the case of the
b Completion Letter(s) of Credit and Permitted Investments(s),
9 respectively, shall in a timely manner be drawn upon or redeemed,
io and the proceeds thereof shall be applied) towards prepayment o£
>> installments of principal on Bonds in the amounts set forth on
12 E�chibit I to the Resolution on the first day of the month next
13 succeeding the Completion Date Deadline (except for amounts to be
ta redeemed on subsequent dates as provided in Exhibit I to the
15 Resolution), in increments of $5,000, at a redemption price equal
�s to their principal amount plus accrued interest to the date fixed
» for redemption, without premium, all as provided in the
�s Resolution hereinafter described.
19
20
21
�
23
24
25
26
27
28
29
�
31
(b) If a Completion Certificate for the Small Shops
Project Component is filed with the City by the Completion Date
Deadline established therefor and its completed Gross Floor Area
is less than 40,746 square feet, then the City shall apply a
portion of the proceeds of the Permitted Investments in the
Escrow Account related to the Small Shops Project Component
towards a partial prepayment of installments of principal on
Bonds on the first day of the month next succeeding the
Completion Date Deadline, in increments of $5,000, at a
redemption price egual to their principal amount plus accrued
interest to the date fixed for redemption, without p7remium, in
the aggregate principal amount set forth in Section 9(4)(A)(b) of
the Resolution.
32 Method of Redemotion. If redemption is in part, those
s3 Bonds remaining unpaid may be prepaid in suah order of maturity
3a and in such amount per maturity as the City shall determine;
35 provided that if Bonds are prepaid in part as provided above
3s under the caption "Extraordinary Mandatory Redemption," no Bonds
3� maturing on or before March 1, 1998, shall be called for
3s prepayment or redemption. If only part of the Bonds having a
s9 common maturity date are called for prepayment, this Bond may be
4o prepaid in $5,000 increments of principal. Bonds or portions
ai thereof called for redemption shall be due and payable on the
42 redemption date, and interest thereon shall cease to accrue from
a3 and after the redemption date.
� Notice of Redem�tion. Mailed notice of redemption
as shall be given to the paying agent (if other than a City officer)
as and to each affected Holder of the Bonds. In the event any of
279776.6 jC-4
�s i��
1 the Bonds are called for redemption, written notice thereof will
2 be given by £irst class mail mailed not less than thirty (30)
3 days prior to the redemption date to each Holder of Bonds to be
a redeemed. In connection with any such notiae, the "CUSIP"
5 numbers assigned to the Bonds shall be used.
� Redemption. Upon a partial redemption of this Bond which results
8 in the stated amount hereof being reduced, the Holder may in its
s discretion make a notation on the panel provided herein of such
10 redemption, stating the amount so redeemed. Such notation, if
it made by the Holder, shall be for reference only, and may not be
�2 relied upon by any other person as being in any way determinative
13 of the principal amount of the Bond outstanding, unless the Bond
1a Registrar has signed the appropriate column of the panel.
15 Otherwise, the Aolder may surrender this Bond to the Bond
�s Registrar (with, if the Issuer or Bond Registrar so requires, a
17 written instrument of transfer in form satisfactory to the Issuer
1a and Bond Registrar duly executed by the Holder thereof or his,
19 her or its attorney duly authorized in writing) and the Issuer
2o shall execute (if necessary) and the Bond Registrar shall
21 authenticate and deliver to the Holder of such Bond, without
22 service charge, a new Bond of the same series having the same
23 stated maturity and interest rate and of the authorized
2a denomination in aggregate principal amount equal to and in
25 exchange for the unredeemed portion of the principal of the Bond
26 so surrendered.
27 Denominations: Exchanae; Resolution. The Bonds are
2e issuable originally only as a Global Certificate in the
2s denomination of the entire principal amount of the issue maturing
30 on a single date, or, if a portion of said principal is prepaid,
3� said principal amount less the prepayment. The Global
32 Certificate is not exchangeable for fully registered bonds of
33 smaller denominations except to evidence a partial prepayment or
3a in exchange for Replacement Bonds if then available. Replacement
35 Bonds, if made available as provided below, are issuable solely
36 as fully registered bonds in the denominations of $5,000 and
3� integral multiples thereof and are exchangeable for fully
38 registered Bonds of other Authorized Denominations in equal
3s aggregate principal amounts at the principal office of the Bond
a0 Registrar, but only in the manner and subject to the limitations
4� provided in the Resolution. Reference is hereby made to the
a2 Resolution for a description of the rights and duties of the Bond
43 Registrar. Copies of the Resolution are on file in the principal
4a office of the Bond Registrar.
as ReDlacement Bonds. Replacement Bonds may be issued by
as the Issuer in the event that:
279116.6 K-5
� - i 7�
� (a) the Depository shall resign or discontinue its
2 services for the Bonds, and only if the Issuer is unable to
3 locate a substitute depository within two (2) months
4 following the resignation or determination of non-
s eliqibility, or
s (b) upon a determination by the Issuer in its sole
� discretion that (1) the continuation of the book-entry
8 system described in the Resolution, which precludes the
s issuance of certificates (other than the Global
�o Certificates) to any Holder other than the Depository (or
» its nominee), might adversely affect the interest of the
72 beneficial owners of the Bonds, or (2) that it is in the
13 best interest of the beneficial owners of the Bonds that
i4 they be able to obtain certificated bonds.
15 Transfer. This Bond shall be registered in the name of
is the payee on the books of the Issuer by presentinq this Bond for
17 registration to the Bond Registrar, who will endorse his, her or
�e its name and note the date of registration opposite the name of
19 the payee in the certificate of registration attached hereto.
� Thereafter this Bond may be transferred by delivery with an
21 assignment duly executed by the Holder or his, her or its legal
22 representatives, and the Zssuer and Bond Registrar may treat the
23 Holder as the person exclusively entitled to exercise all the
2a rights and powers of an owner until this Bond is presented with
25 such assignment for registration of transfer, accompanied by
26 assurance of the nature provided by law that the assignment is
27 genuine and effective, and until such transfer is registered on
28 said books and noted hereon by the Bond Registrar, all subject to
2s the terms and conditions provided in the Resolution and to
� reasonable regulations of the Issuer contained in any agreement
3� with, or notice to, the Bond Registrar.
� Taxable Status of Bonds. The Issuer does not intend or
33 represent that the interest on this Bond will be excluded from
34 gross income for federal income tax purposes under Section 103(a)
35 of the Internal Revenue Code of 1986, as amended, or from taxable
36 net income for State of Minnesota income tax purposes; and the
3� Issuer is not obligated to take any action to attempt to secure
3a any such exclusion.
� Fees uaon Trans£er or Loss. The Bond Registrar may
4o require payment of a sum sufficient to cover any tax or other
a� governmental charge payable in connection with the transfer or
42 exchange of this Bond and any legal or unusual costs regarding
� transfers and lost Bonds.
� Treatment of Reaistered Owner. The Issuer and Bond
a5 Registrar may treat the person in whose name this Bond is
279716.6 R-6
g�s- i7�
t registered as the owner hereof for the purpose of receiving
2 payment as herein provided (except as otherwise provided with
3 respect to the Record Date) and for all other purposes, whether
a or not this Bond shall be overdue, and neither the Issuer nor the
5 Bond Registrar shall be affected by notice to the contrary.
6 Definitions. Capitalized terms used but not defined
� herein shall have the meaning given them in the Resolution.
a Authentication. This Bond shall not be valid or become
s obligatory for any purpose or be entitled to any security unless
10 ttie Certificate of Authentication hereon shall have been executed
i� by the Bond Registrar.
12
13
7a
is
16
t7
18
19
�
21
�
�
2a
25
26
27
28
29
IT IS HEREBY CERTIFIED 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
oP this Bond, have been doae, have happened and have been
performed, in regular and due form, time and manner as required
by law, and this 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 oriqinal purchaser,
does not exceed any constitutional or statutory or Charter
limitation of indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
County, Minnesota, by its City Council has caused this Bond to be
sealed with its official seal and to be executed on its behalf by
the photocopied facsimile signature of its Mayor, attested by the
photocopied facsimile signature of its Clerk, and countersigned
by the photocopied facsimile signature of its Director,
Department of Finance and Management Services.
279716.6
K-7
9� �i7�
,
2
3
a
Date of Registration:
Registrable by:
Payable at: _
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
$ This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
>> within.
12
13
14 �
i5 Bond Registrar
�s
17
18
19
�
21
�
23
By
Authorized Signature
(SEAL)
CITY OF SAINT PAUL,
RAMSEY COiTNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersiqned:
Director, Department of Finance
and Management Services
Taxable General Obligation Tax Increment Bond, Series 1995A, No.
R- .
279716.6
K-8
qs-�7�
,
CII2TIFICATE OF REGISTRATION
2 The transfer of ownership of the principal amount of the attached
3 Bond may be made only by the registered owner or his, her or its
a legal representative last noted below.
5 DATE OF 5ZGNATURE OF
6 REGISTRATION REGISTERED OWNER BOND REGISTRAR
7
8
9
10
11
12
13
279716.6 K-9
� S- ���
,
2
3
4
s
s
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
�
23
2a
25
26
REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the
dates and in the amounts noted below:
Signature of Signature of
Date Amount Bondholder Bond Registrar
If a notation is made on this register, such notation has the
effect stated in the attached Bond. Partial payments do not
require the presentation of the attached Bond to the Bond
Registrar, and a Holder could fail to note the partial payment
here.
279776.6
K-10
�IS- i��
ABBREVIATIONS
2 The following abbreviations, when used in the inscription on
3 the face of this Bond, shall be construed as though they were
4 written out in full according to applicable laws or regulations:
5 TEN COM - as tenants in common
s TEN ENT - as tenants by the entireties
7 JT TEN - as joint tenants with right of survivorship
8 and not as tenants in coramon
9 UTMA - as custodian for
10 (Cust) (Minorj
�1 under the Uniform Transfers to Minors Act
12 (State)
13 Additional abbreviations may also be used
�4 thouqh not in the above list.
279776.6 K-11
qs-� ��
,
2
3
4
s
s
�
s
ASSIGNME2�IT
For value received, the undersigned hereby sells,
assigns and transfers unto
the attached Bond and does
hereby irrevocably constitute and appoint
attorney to transfer the Bond on the
books kept for the registration thereof, with full power of
substitution in the premises.
9 Dated:
10
11
t2
13
ia
15
�s
n
18
19
�
2t
22
23
24
25
26
27
�
29
Notice: The assignor's signature to this
assignment must correspond with the name
as it appears upon the face of the
attached Bond in every particular,
without alteration or any change
whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges.
The Bond RegistTar will not effect transfer of this
Bond unless the information concerning the transferee requested
below is provided.
Name and Address:
279716.6
(Include information for all joint
owners if the Bond is held by joint
account.)
K-12
qs - �7�
1 EXHIBIT L
2 UNITED STATES OF AMERZCA
3 STATE OF MINNESOTA
4 RAMSEY COUNTY
5 CITY OF SAINT PAUL
�
$
7 TAXABLE GENERAL OBLIGATION TAX INCREMENT
$ BOND, SERIES 1995A
9 INTEREST
10 RATE
11
12 REGISTERED OWNER:
13 PRINCIPAL AMOUNT:
DATE OF
ORIGINAL ISSUAI3CE CUSIP
DOLLARS
14 KNOW ALL PERSONS BY THESE PRESENTS that the City of
�s Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"),
16 certifies that it is indebted and for value received promises to
�7 pay to the registered owner specified above or on the certificate
�8 of registration below, or registered assigns, in the manner
�s hereinafter set forth, the principal amount specified above, on
2o the maturity date specified above, unless called for earlier
2� redemption, and to pay interest thereon semiannually on March 1
22 and September 1 of each year (each, an "Interest Payment Date"),
23 commencing September 1, 1994, at the rate per annum specified
2a above (calculated on the basis of a 360-day year of twelve 30-day
25 months) until the principal sum is paid or has been provided for.
26 This Bond will bear interest from the most recent Interest
2� Payment Date to which interest has been paid or, if no interest
28 has been paid, from the Date of Original Issuance hereof. The
29 principal of and premium, if any, on this Bond are payable by
s0 check or draft ia next day funds or its equivalent (or by wire
3i transfer in immediately available funds if payment in such form
32 is necessary to meet the timing requirements below) upon
33 presentation and surrender hereof at the princigal office of the
3a Treasurer of the Issuer in Saint Paul, Minnesota (the "Bond
35 Registrar"), acting as paying agent, or any successor paying
ss agent duly appointed by the Issuer; provided, however, that upon
3� a partial redemption of this Bond which results in the stated
sa amount hereof being reduced, the Holder may in its discretion be
s9 paid without presentation of this Bond, which payment shall be
� payable to the person who is the Holder hereof at the close of
MATURITY
DATE
March 1,
279716.6 L-1
95--176
t business on a date (the "Special Record Date") fixed by the Bond
2 Registrar whenever money becomes available for payment of the
3 defaulted interest. Notice of the Special Record Date shall be
a given to Bondholders not less than ten days prior to the Special
5 Record Date. The principal of and premium, if any, and interest
6 on this Bond are payable in lawful money of the United States of
� America.
8 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
9 THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS S HAT,i,
10 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
11 IT IS HEREBY CERTIFIED AND RECITED that all acts,
12 conditions and things required by the Constitution and laws of
i3 the State of Minnesota and the Charter of the Issuer to be done,
�a to happen and to be performed, precedent to and in the issuance
15 of this Bond, have been done, have happened and have been
�s performed, in regular and due form, time and manner as required
17 by law, and thi5 Bond, together with all other debts of the
�8 Issuer outstanding on the date of original issue hereof and on
�9 the date of its issuance and delivery to the original purchaser,
20 does not exceed any constitutional or statutory or Charter
21 limitation of indebtedness.
� IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
23 County, Minnesota, by its City Council has caused this Bond to be
2a sealed with its official seal or a facsimile thereof and to be
25 executed on its behalf by the original or facsimile signature of
26 its Mayor, attested by the original or facsimile signature of its
27 Clerk, and countersigned by the original or facsimile signature
28 of its Director, Department of Finance and Management Services.
279716.6 L-2
9�-�7b
t
2
3
4
Date of Registration:
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
s This Bond is one of the
s Bonds described in the
10 Resolution mentioned
>> within.
12
13
14 �
15 Bond Registrar
16
17
18
19
By
Authorized Signature
20 (SEAL)
279776.6
Registrable by:
Payable at: _
CITY OF SAZNT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
Crty Clerk
Countersigned:
Director, Department of Finance
and Manaqement Services
L-3
��-rzb
ON REVERSE OF BOND
2 Issuance; Puroose; General Obliaation. This Bond has
3 been issued as part of an issue of Bonds pursuant to and in full
a conformity with the Constitution and laws of the State of
5 Minnesota, and pursuant to a resolution adopted by the City
s Council oP the Issuer on February 22, 1995 (the "Resolution"),
� for the purpose of providing money to finance reimbursement of
s public redevelopment costs incurred in connection with a
s redevelopment project in the City. This Bond is payable out of
10 the General Debt Service F'und of the Issuer. This Bond
>> constitutes a general obligation of the Zssuer, and to provide
i2 moneys for the prompt and full payment of its principal, premium,
13 if any, and interest when the same become due, the full faith and
�a credit and taxing powers of the Issuer have been and are hereby
�5 irrevocably pledged.
16
17
�a
19
20
21
�
�
24
25
26
Date of Pa�ment Not Business Dav. If the date for
payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of Chicago, Illinois, 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 authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal
date of payment.
27 Ootional Redemntion. The Bonds are subject to redemption
2& and prepayment at the option of the City, in whole or in part in
29 increments of $5,000, on March 1, 2�05 and any date thereafter at
3o the principal amount to be prepaid, plus accrued interest to the
31 redemption date and no premium.
32 Mandatorv Sinking Fund Redem�tion. The Bonds maturing on
33 March 1, 2017, shall be subject to mandatory sinking fund
3a redemption prior to maturity in part in increments of $5,000 at
35 the principal amount so as to be redeemed, plus accrued interest
3s to the date fixed for redemption, on the date and in the
3� principal amounts as follows:
�
�
40
41
�
43
Redemntion Dates
March 1, 2011
March 1, 2012
March 1, 2013
March 1, 2014
March 1, 2015
279716.6
L-4
Princioal Amount
$385,000
415,000
455,000
490,000
535,000
9�S-� Z6
� March 1, 2016
2 March 1, 2617
3
580,000
635,000
(Final Maturity Date)
4 Casualty Call. The Bonds are subject to redemption and
5 prepayment at the option of the City on any date at a price equal
s to their principal amount plus accrued interest to the date fixed
7 for redemption, without premium, (A) in whole but not in part (a)
8 iP the Project Buildings shall have been damaged or destroyed to
9 such e�ent that in the reasonable judgment of the Zssuer the
�o Project cannot reasonably be restored within eighteen months to
�i substantially its condition immediately preceding such damage or
�2 destruction; or (b) if by reason of condemnation title shall have
�3 been taken to all or substantially all of the Project; or (B) in
ta part (in increments of $5,000) in the amount required to
�s discharge Bonds hereinafter provided if (i) a Project Component
ts shall have been damaged, destroyed or condemned, (ii) under the
1� terms of Section 5.2(4j or Section 5.3 of either or both
is Developer Agreements the Developer thereunder elects to discharge
�9 Project Component Bonds ia approximately the same proportion as
2o the Projected Tax Payments have been deemed reduced as a result
21 of the damage, destruction or condemnation and (iii) after givinq
22 effect to such discharge, the Debt Service Coverage Ratio will
23 not be reduced.
2a
25
26
27
�
29
30
39
�
�
34
�
36
37
38
�
40
at
�
a3
44
45
46
Extraordinary Mandatorv Redemotion.
(a) If a Completion Certificate has not been filed
with the City for any Project Component by the Completion Date
Deadline established therefor, any sums, Letter(s) of Credit and
Permitted Investments(s) held in the Escrow Account and, if
applicable, the Capitalized Interest Account and set aside for
the Bonds to be redeemed shall be applied (or in the case of the
Completion Letter(s) of Credit and Permitted Investments(s),
respectively, shall in a timely manner be drawn upon or redeemed,
and the proceeds thereof shall be applied) towards prepayment of
installments of principal on Bonds in the amounts set forth on
Exhibit I to the Resolution on the first day of the month next
succeeding the Completion Date Deadline (except for amounts to be
redeemed on subsequent dates as provided in Exhibit I to the
Resolution), in increments of $5,000, at a redemption price equal
to their principal amount plus accrued interest to the date fixed
for redemption, without premium; all as provided in the
Resolution hereinafter described.
(b) If a Completion Certificate for the Small Shops
Project Component is filed with the City by the Completion Date
Deadline established therefor and its completed Gross Floor Area
is less than 40,746 square feet, then the City shall apply a
portion of the proceeds of the Permitted Investments in the
279776.6
I�Q.7
9�s�r
� Escrow Account related to the Small Shops Project Component
2 towards a partial prepayment of installments of principal on
3 Bonds on the fizst day of the month next succeeding the
a Completion Date Aeadline, in increments of $5,000, at a
s redemption price equal to their principal amount plus accrued
6 interest to the date fixed for redemption, without premium, in
� the aggregate principal amount set forth in Section 9(4)(A)(b) of
a the Resolution.
9 Notice of RedemDtion. Mailed notice of redemption
10 shall be given to the paying agent (if other than a City officer)
1� and to each affected Holder o£ the Bonds. In the event any of
�2 the Bonds are called for redemption, written notice thereof will
i3 be given by first class mail mailed not less than thirty (30)
�a days prior to the redemption date to each Holder of Bonds to be
is redeemed. In connection with any such notice, the "CUSIP"
�s numbers assigned to the Bonds shall be used.
17
18
is
�
21
�
23
24
25
26
27
28
29
30
31
32
�
34
35
36
37
38
�
a0
41
42
�
44
�
46
a�
Selection of Bonds for Redemption. If redemption is in
part, those Bonds remaining unpaid may be prepaid in such order
of maturity and in such amount per maturity as the City shall
determine. To effect a partial redemption of Bonds having a
common maturity date, the Bond Registrar shall assign to each
Bond a distinctive number for each $5,000 of the principal amount
of such Bond. The Bond Registrar shall then select by lot, using
such method of selection as it shall deem proper in its
discretion, from the numbers assigned to the Bonds, as many
numbers as, at $5,000 for each number, shall equal the principal
amount of such Bonds to be redeemed. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount of
such Bond of a denomination of more than $5,000 shall be redeemed
as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the Issuer or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by
the Holder thereof or his, her or its attorney duly authorized in
writing) and the Issuer shall execute (if necessary) and the Bond
Reqistrar shall authenticate and deliver to the Holder of such
Bond, without service charge, a new Bond or Bonds of the same
series and interest rate and of any Authorized Denomination or
Denominations, as requested by such Holder, in aggregate
principal amotutt equal to and in exchange for the unredeemed
portion of the principal of the Bond so surrendered.
T�ansfer. This Bond is transferable by the Holder in
person or by his, her or
at the principal office
and surrender hereof to
279716.6
its attorney duly authorized in writing
of the Bond Registrar upon presentation
the Bond Registrar, all subject to the
L-6
Q�-�7�
� terms and conditions provided in the Resolution and to reasonable
2 regulations of the Zssuer contained in any agreement with, or
3 notice to, the Bond Registrar. Thereupon the Issuer shall
a execute and the Bond Registrar shall authenticate and deliver, in
s exchange for this Bond, one or more new fully registered Bonds in
s the name of the transferee (but not registered in blank or to
7 "bearer" or similar designation), of an authorized denomination
8 or denominations, in aggregate principal amount equal to the
9 principal amount of this Bond, of the same maturity and bearing
io interest at the same rate.
ii Fees upon Transfer or Loss. The Bond Registrar may
12 require payment of a sum sufficient to cover any tax or other
13 governmental charge payable in connection with the transfer or
�a exchange of this Bond and any legal or unusual costs regarding
15 transfers and lost Bonds.
16 Taxable Status of Bonds. The Issuer does not intend or
n represent that the interest on this Bond will be excluded from
�$ gross income for federal income tax purposes under Section 103(a)
19 of the 2nternal Revenue Code of 1986, as amended, or from taxable
2o net income for State of Minnesota income tax purposes; and the
2t Issuer is not obligated to take any action to attempt to secure
22 any such exclusion.
� Treatment of Registered Owner. The Issuer and Bond
2a Registrar may treat the person in whose name this Bond is
25 registered as the owner hereof for the purpose of receiving
26 payment as herein provided (except as otherwise provided on the
2� reverse side hereof with respect to the Record Date) and for all
28 other purposes, whether or not this Bond shall be overdue, and
29 neither the Issuer nor the Bond Registrar shall be affected by
3o notice to the contrary.
3i Authentication. This Bond shall not be valid or become
32 obligatory for any purpose or be entitled to any security unless
33 the Certificate of Authentication hereon shall have been executed
3a by the Bond Registrar.
� ABBREVIATIONS
� The following abbreviations, when used in the
37 inscription on tt�e face of this Bond, shall be construed as
38 though they were written out in full according to applicable laws
� or regulatians:
40 TEN COM - as tenants in common
at TEN ENT - as tenants by the entireties
a2 JT TEN - as joint tenants with right of survivorship
� and not as tenants in common
279716.6 L-7
9�-17�
.
1 UTMA - as custodian for
2 (Cust) (Minor)
3 under the Uniform Trans£ers to Minors Act
4 (State)
5 Additional abbreviations may also be used
6 though not in the above list.
279716,4
L-8
qs r7�
�
,
ASSIGNMENT
2 For value received, the undersigned hereby sells,
3 assigns and transfers unto
a the within Bond and does
s hereby irrevocably constitute and appoint
6 attorney to transfer the Bond on the books kept for the
� registration thereof, with full power of substitution in the
$ premises.
s Dated:
10 Notice: The assignor's signature to this
» assignment must correspond with the name
�2 as it appears upon the face of the
13 within Bond in every particular, without
14 alteration or any change whatever.
15 Signature Guaranteed:
16
t7 Signature(s) must be guaranteed by a national bank or trust
�8 company or by a brokerage firm having a membership in one of the
i9 major stock exchanges.
20 The Bond Registrar will not effect transfer o£ this
2t Bond unless the information concerning the transferee requested
22 below is provided.
23 Name and Address:
2a
25
26
27
279716.6
(Include information for all joint owners
if the Bond is held by joint account.)
L��
�s-���
BOND PURCHASE AGREEMENT
Dated as of February 22, 1995
: .�� :- -�
CTI'Y OF SAINT PAUL, MINNESOTA
,, �
T�fii i FR & SCIIROEDER FINANCIAI, INC.,
and
PIPER JAFFRAY INC.
relating to
CIT'Y OF SAINT PAUI, MINNESOTA
$7,660,000 TAXABLE GENERAL OBLIGATION
TAX INCREMENT BONDS, SERIES 1995A
This document was drafted by:
Oppenheimer Wolff & Donnelly
1700 First Bank Building
Saint Paul, Minnesota 55101
`'`�'�ll�
,�
$7,660,000
CITY OF SAINT PAUL,, MINNESOTA
TAXABLE GENERAI.OBLIGATION TAX INCREMENT BONDS,
SERIES 1995A
BOND PURCHASE AGREEMENT
February 22, 1995
City of Saint Paul
City Hall
Saint Paul, Minnesota 55102
Ladies and Gentlemen:
The undersigned representative of Miller & Schroeder Financial, Inc. and Piper
Jaffray Inc. (collectively, the "Underwriters"), acting not as a fiduciary for you but on behalf
of ourseives, hereby offers to purchase from the City of Saint Paul, Minnesota (the "�"),
upon the terms and conditions hereinafter specified, $7,660,000 aggregate principal amount
of the City's Taacable General Obligation Taz Increment Bonds, Series 1995A (the "Bonds")
to be issued by the City under and pursuant to the City's resolution adopted on February
22, 1995 (the "Resolution"). The terms and conditions of the Bonds are provided for in the
Resolution. The Bonds will be marketed pursuant to a Preliminary Official Statement,
dated February 13, 1995 and a final Official Statement, to be dated February 27, 1995,
including a11 appendices and amendments thereto (collectively, the "Official StatemenP').
If and when accepted by you, this document shall constitute our Bond Purchase Agreement
(the "Aereement").
The Bonds are to be issued by the City pursuant to the Resolution and this Bond
Purchase Agreement. The Bonds are to be issued by the City (i) to finance certain public
redevelopment and environmental costs related to the Midway Mazketplace commercial
shopping center development (the "Midwav Marketplace DevelopmenP') in the Snelling-
University Tax Increment Financing District (the "District") located in the Saint Paul
Neighborhood Redevelopment Project Area in the City of Saint Paul, Minnesota (the
"C�"), (ii) to fund a capitalized interest account in the Construction Fund established under
the Resolution and (iii) to pay related issuance eapenses.
The net proceeds of the sale of the Bonds will be deposited into a Construction Fund
established under the Resolution and held by the City. The public redevelopment costs will
initially be funded by the two developers of the Midway Marketplace Development,
University Avenue Marketplace, Inc. ("UAMI"), a wholly-owned subsidiary of Montgomery
Wazd & Co., Inwrporated ("Montgomery Ward") and JRC Midway Limited Partnership
("JRC"), an affiliate of Jupiter Realty Corporation (collectively, the "Develo�ers"), pending
reimbursement in accordance with the terms of separate development agreements (the
"Developer Agreements") between the Housing and Redevelopment Authority of the Ciry
of Saint Paul, Minnesota (the "Authori ") and each of JRC and UAMI. Upon compietion
�� _ ���
of each of four Project Components of the Phase I Development and the leasing of space
under leases meeting the terms of a Developer Agreement, and not earlier, a portion of the
bond proceeds will be disbursed from the Construction Fund to the Developer of such
Project Component to reimburse it for public redevelopment costs. At the closing of the
sale of the Bonds (the 'Bond ClosinQ"), JRC and UAMI will deposit with the City
Completion I.etters of Credit to secure the obligation of the City to redeem bonds in the
event one or more Project Components of the Development are not completed by the
Completion Date Deadline.
The Bonds will be general obligations of the City for which the City pledges iu fuli
faith and credit and power to levy d'uect general ad valorem ta�ces without limit as to rate
or amount. In addition, the City will pledge as security ta�c increment income pledged to
it by the Authority that is generated by certain taz parcels within the District.
With the consent of the City, the Underwriters have used and distributed the Official
Statement in connection with the marketing of the Bonds.
All capitalized terms used in this Agreement and not othenvise defined herein have
the same meaning as in the Resolution. The Resolution, this Agreement, the Developer
Agreements and all related agreements and instruments are sometimes referred to herein
as the "C�ty Documents".
1. Re�resentations of the City.
The Ciry hereby represents and agrees that at the date hereof:
a. The City is a municipal corporation, political subdivision and home rule
charter city of the State of Minnesota, duly organized and e�sting under and
pursuant to the Constitution and laws of the State of Minnesota and its Charter.
b. T'here is no action, suit, proceeding, inquiry or investigation at law or
in equity or before or by any court, public board, or body pending to which the City
is a party or, to the knowledge of the City, threatened against or affecting the City
(or any basis therefor), wherein an unfavorable decision, ruling or finding would have
a material adverse effect on the validity of or security for the Bonds, the Resolution
or this Agreement or the transactions wntemplated thereby or hereby, or the
tax-exempt status of the Bonds.
c. The Resolution has been duly adopted and is in full force and effect,
and has not been modified or amended. The Bonds have been duly authorized by
all the necessary action of the City, and, when executed and delivered, will be lawful,
valid and binding obligations of the City enforceable according to their terms, except
to the extent limited by any future proceedings under bankruptcy, reorganization or
other laws of general application relating to or affecting the enforcement of creditors'
rights or principies of equity.
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d. Assuming due authorization, eacecution and delivery by any other
parties thereto, if required, the City Documents, as of the Closing Date (defined
below), shall have been duly and validly authorized, executed and delivered and
constitute valid and binding obligations of the City enforceable in accordance with
their terms, except to the ea�tent limited by any future proceedings under bankruptcy,
reorganization or other laws of generai application relating to or affecting the
enforcement of creditors' rights or principles of equity.
e. The execution, delivery and performance by the City of the Bonds and
City Documents shali not violate, conflict with or result in the breach of or default
under a� terms or provisions of any resolution or indenture, or of any law,
ordinance, regulation, decree, order, agreement, or instrument of atry nature
whatsoever to which the City is a party or to which the City or any of its property is
subject.
f. The City is not in violation of or in default under the Constitution of
the State of Minnesota, Minnesota Statutes Chapter 475, or any law, ordinance,
regulation, decree, order, mortgage, indenture, indebtedness, lease or other
agreement or instrument of any nature whatsoever to which the City is a parry or
bound or to which it or any of its property is subject, other than violations or defaults
which would have no material adverse effect on the validity or securiTy of the Bonds
or the consummation of any actions contempiated in the City Documents.
g. The City has not been notified of any listing or proposed listing of it
by the Internal Revenue Service to the effect that it is an issuer whose arbitrage
certifications may not be relied upon.
h. The City has obtained or reasonably eacpects to obtain all approvals,
authorizations, consents and other orders of any pubiic boards or bodies which are
legally required for the transactions contemplated hereby or by any other City
Document.
i. The City is not in violation of any provision of, or in default under, its
Charter, the Resolution, or any indenture, mortgage, deed of trust, indebtedness or
agreement to which the City is a party or by which it or its property is bound, or any
judgment, decree, order, statute, rule or regulation to which it or its property is
subject other than violations or defaults which would have no material adverse effect
on the validity of or security for the Bonds or the consummation of any actions
contemplated in the City Documents. The City does not know of airy provision of
its Charter or any indenture, mortgage, deed of trust, indebtedness, agreement,
instrument, judgment, decree, order, statute, rule or regulation that would materially
adversely affect the transactions contemplated by the City Documents, other than as
stated in the Official Statement.
3
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j. The information contained in the Official Statement and the
appendices thereto is complete and accurate and at the Closing Date (as hereinafter
defined) will be true and accurate. Neither the Official Statement, nor any
amendment or supplement thereto, includes any untrue or misleading statement of
a material fact or omits to state any material fact required to be stated tberein or
necessary in order to make the statements therein, in light of the circumstances
under which they are made, not misleading.
k. Subsequent to the respective dates as of wluch information is given in
the Official Statement and prior to the Closing Date (as hereinafter defined), and
except as set forth in or contemplated by the Official Statement, (i) there has not
been and will not have been any material adverse change in the 5nancial position or
fund balances of the City; and (ri) no legal or governmental proceeding which may
have a material adverse affect on the City or the transactions contemplated by the
Resolution or this Agreement has been or will have been instituted or threatened.
1. The City will not take or permit airy other person to take atry action
that wili in any way result in the proceeds from the sale of the Bonds being applied
in a manner inconsistent with the provisions of the Resolution.
m. The Underwriters may rely upon all representations and warranties of
the City or the Authority contained in any City Document, and all such
representations sha11 be true and conect as of the Closing Date.
n. T'he City has reviewed the Preliminary Official Statement and consents
to the use of the Official Statement (upon its completion) by the Underwriters to
offer and sell the Bonds. The Preliminary Official Statement was "deemed final" by
the City within the meaning of Rule 15c2-12 promulgated under the Securities and
Exchange Act of 1934, as amended.
2. Purchase. Sale and Deliverv of the Bonds: Com�ensation.
On the basis of the representations and warranties and subject to the terms and
conditions set forth herein, the Underwriters agree to purchase at the Closing Time (as
defined below), from the City, and the City agrees to sell to the Underwriters, the total
principal amount of the Bonds at a total purchase price of $7,564,250.00 (which is the total
principal amount of the Bonds, less the underwriter's discount of $70,376.30 and original
issue discount of $25,373.70). Payment for the Bonds shall be made in same day funds by
a wire transfer of those funds to the City. The closing shali be held at the offices of Briggs
and Morgan, Professional Association, Saint Paul, Minnesota, Bond Counsel, or some other
mutually agreeable place at 9:00 o'clock a.m. prevailing time on March 14, 1995, or at such
other date, time and place agreed upon by appropriate officers of the City and the
Underwriters against delivery of the Bonds to or for the account of the Underwriters. Such
scheduled date is herein called the "Closing Date" and the hour of such delivery and
payment on the Closing Date is herein called the "Closin Time". The Bonds will be
delivered in global book entry form, bearing CUSIP numbers (provided neither the printing
n
W
��-��,�
of a wrong number nor the failure to print a number shall constitute cause to refuse delivery
of any Bond) in the form of one bond for each maturity of the Bonds, each such bond being
in the full principal amount maturing on a single date. T'he executed Bonds shall be
registered in the name of Kray & Co., as nominee for Midwest Securities Trust Compairy
(the "Depositorv") and shall be delivered to the Depository at least 24 hours prior to the
Closing Date.
3. Covenants of the Citv.
The City covenants and agrees that the City shall:
a. cause the fina] Officiai Statement to be completed within five (5)
calendar days of the execution hereof by the City, and shall deliver or cause to be
delivered sufficient copies to the Underwriters to enable the Underwriters to comply
with the guidelines and rules of the Municipal Securities Rulemaking Board; and
b. refrain from taking any action, or permitting any action to be taken
with regard to which the City may exercise control, that results in the inclusion of
interest on the Bonds in gross income for federal income ta� purposes.
4. Conditions of Underwriters' Obli ations.
The obligations of the Underwriters to purchase and pay for the Bonds are subject
to the following conditions:
a. The representations and warranties of the City contained herein shall
be true and correct as of the date hereof and the Closing Date.
b. At the Closing Date, the City shall have performed ail of its obligations
hereunder theretofore to be performed.
c. At the Closing Date, there shali be delivered to the Underwriter:
(1) one or more opinions of Bond Counsel, in form and substance
acceptable to the Underwriter, (A) as to the validity and enforceability of the
Bonds, subject to customary exceptions, and (B) to the effect that (i) the
Bonds aze exempted securities within the meaning of the Securities Act of
1933, as amended and the Trust Indenture Act of 1939, as amended, (ii) that
the Resolution is not required to be qualified under the Trust Indenture Act
of 1939, as amended, (iii) the information set forth in the Official Statement
under the caption '"TAXABILITY OF INT'EREST' is accurate as a matter of
law, (iv) the City has duly and validly executed and delivered this Agreement
and this Agreement is a valid and binding obiigation of the City, enforceable
in accordance with its terms, sub}ect to customary exceptions, and (v) tbe
Resolution provides for a valid and enforceable general obligation pledge of
5
y.S-��6
the full faith, credit and taxing powers of tbe City to the payment of the
Bonds.
(2) an opinion of Undenvriters' counsel, addressed to the
Undenvriters, in form and substance satisfactory to the Undenvriters, covering
such legal aspects of the transactions contempiated by this Agreement as the
Underwriters may reasonably require.
In rendering the above opinions, counsel may rely upon customary
certificates.
d. The Bonds and the City Documents in substantialiy the forms eacisting
on the date hereof, with such changes therein as may be mutually agreed upon by the
parties thereto and the Underwriters, shall have been duly authorized, executed and
delivered by the respective parties thereto and such agreements shali be in full force
and effect on the Closing Date.
e. All proceedangs and related matters in connection with the
authorization, issuance, sale and delivery of the Bonds shall have been satisfactory
to Bond Counsel, and such counsel shall have been furnished with such papers and
information as they may have reasonably requested to enable them to pass upon the
matters referred to in this subparagraph.
f. The City shall have fumished or caused to be furnished to the
Underwriters on the Closing Date certificates satisfactory to the L3nderwriters as to
the accuracy of its representations and warranties contained herein as of the date
hereof and as of the Closing Date and as to the performance by the City of its
obligations to be performed at or prior to the Closing Date.
g. The offer and sale of the Bonds shall be exempt from registration
under the Securities Act of 1933, as amended; the Bonds and any separate securities
shall constitute "municipal securities" within the meaning of tY�e Securities Exchange
Act of 1934, as amended; and the Resolution and related security instruments shall
be exempt from qualification under the Trust Indenture Act of 1939, as amended.
h. The Bonds shall be registered or exempt from registration for sale in
such states as the Underwriters may designate.
i. There shall be delivered to the Underwriters evidence that Standard
& Poor's Corporation has assigned its rating of 'AA+" on the Bonds, Moody's
Investors Services has assigned its rating of 'Aa" on the Bonds and Fitch Iuvestors
Service, Inc. has assigned its rating of 'AA+" on the Bonds.
C.'.
95 �� ��
AIl proceedings taken at or prior to the Closing Date in connection with the
authorization, issuance and sale of the Bonds shall be satisfactory in form and substance to
the Underwriters, counsel to the Underwriters and Bond Counsel, and the Underwriters,
counsel to the Underwriters and Bond Counsel shall have been furnished with all such
documents, certificates and opinions as they have requested to evidence the accuracy and
completeness of any of the representarions, warranues or statements, the performance of
any covenants of the City or the compliance with any of the conditions herein contained.
All such opinions, certificates, letters and documents will be in wmpliance with the
pravisions hereof only if they are in all material respects satisfactory to the Underwriters,
to counsel to the Underwriters and to Bond Counsel.
If any conditions of the Underwriters' obligation hereunder to be satisfied prior to
the Closing Date aze not so satisfied, this Ageement may be termi�nated by the
Underwriters by notice in writing or by telegram to the City.
The Underwriters may waive in writing compliance by the City of any one or more
of the foregoing conditions or extend the time for the performance of such conditions.
5. Representations bv Underwriters: Offerin�by Underwriters.
a. The Underwriters represent as follows:
(1) The Underwriters have, and as of Bond Closing will have, all
necessary power and authority to execute and deliver this Agreement and to
consummate all of the actions contemplated hereby.
(2) In connection with its offering and sale of the Bonds, the
Underwriters shall make no representation or warranty contrary to the
material contained in the Official Statement.
(3) The Underwriters are registered broker-dealers qualified under
federal and state securities laws to offer and sell the Bonds in those
jurisdictions where the Bonds will be offered or sold.
b. It is understood that the Underwriters propose to offer the Bonds for
sale to the puhlic (which may include selected dealers) as set forth in the Official
Statement. Concessions from the public offering price may be allowed to selected
dealers. It is understood that the initial public offering price and concessions set
forth in the Official Statement may vary after the initial public offering. It is further
understood that the Bonds may be offered to the public at prices other than the par
amount thereof. The net premium on the sale of the Bonds, if atry, shall accrue to
the benefit of the Underwriters. The City hereby confirms the authority and use by
the Undenvriters of the Official Statement, and the City consents to the distribution
of the Official Statement.
[�/� �/�
6. Representations. Warranties and Agreements to Survive Deliverv.
The representations, warranties, agreements and other statements of the City and the
Underwriters or their officers set forth in, or made pursuant to, this Agreement will remain
operative and in full force and effect regardiess of any investigation made by or on behalf
of the Underwriters or a� conuolling person and will survive delivery of and payment for
the Bonds.
Pavment of Costs and Expenses.
Costs and eapenses incident to the execuUOn and performance of this Agreement and
to the sale and delivery of the Bonds to the Underwriters, inciuding, but not limited to, the
following, shall be paid by the City: (i) the fees and expenses of the City's counsel and
financial advisor; (ii) the fees and expenses of Bond Counsel and Underwriters' Counsel;
(iii) all costs and expenses incurred in connection with the printing and distribution of the
Official Statement; (iv) all costs and e�cpenses incurred in connection with the preparation
and printing of the Bonds; (v) the City's fees and eacpenses; (vi) fees and disbursements of
counsel incurred in connection with the qualification of the Bonds for sale and
determination of the eligibility for investment under the laws of such jurisdictions as the
Underwriters may designate, including preparation of Blue Sky memoranda; and (vii) Rating
Agency fees and eacpenses.
8. Termination of A�reement.
The Underwriters shall have the right to terminate this Agreement and thereupon
be relieved of their obligations hereunder to purchase the Bonds by proper notice to the
City, pursuant to Section 9 hereof, of their election so to do beriveen the date hereof and
the Closing Date, if at any time hereafter and prior to the Closing Date:
a. any legislation, ordinance, rule or regulation shall be introduced in, or
be enacted by, any governmental body, department or agency in the State of
Minnesota, or a decision by any court of competent jurisdiction within the State of
Minnesota shall be rendered which, in the underwriters' opinion, materially adversely
affects the market price of the Bonds;
b. legislation shall be introduced, by amendment or otherwise, in, or be
enacted by, the House of Representatives or the Senate of the Congress of the
United States, or a decision by a court of the United States shall be rendered, or a
stop order, ruling, regulation or official statement by, or on behalf of, the Securities
and FYChange Commission or other governmental agency having jurisdiction over the
subject matter shall be made or proposed, to the effect that the issuance, offering or
sale of obligations of the generai character of the Bonds, or the Bonds contemplated
hereby or by the Official Statement, is or would be in violation of any provision of
the Securities Act of 1433, as amended and as then in effect, or the Securities
Exchange Act of 1934, as amended and as then in effect, or the Trust Indenture Act
of 1939, as amended and as then in effect, or with the purpose or effect of otherwise
:
�`�'I ��
- prohibiting the issuance, offering or sale of obligations of the general character of the
Bonds, or the Bonds, as contemplated hereby or by the Official Statement;
c. any event shall have occurred, or information become lmown, which,
in the Undenvriters' opinion, makes untrue, incorrect or misleading in any material
respect any statement or information contained in the Official Statement, or has the
effect that the Officiai Statement contains an untrue, inconect or misleading
statement of a maierial fact or omits to state a material fact required to be stated
therein or necessary to make the statements made therein, in light of the
circumstances under which they were made, not misleading;
d. additional material restrictions not in force as of the date hereof shall
have been imposed upon trading in securities generally by any governmental
authority or by azay national securities exchange;
e. the New York Stock Fxchange or other national securities exchange,
or any governmental authority, shall impose, as to the Bonds or obligations of the
generai character of the Bonds, airy material restrictions not now in force, or increase
materially those now in force, with respect to the extension of credit by, or the chazge
to the net capital requirements of, underwriters;
f. trading in securities on the New York Stock Exchange or the American
Stock Exchange shall have been suspended or limited or minimum prices have been
established on either such exchange;
g. a general banking moratorium shall have been established by federal
or applicable state authorities;
h. any action shall have been taken by arry government in respect of its
monetary affairs which, in the opinion of the Underwriters, has a material adverse
effect on the United States securities market;
i. a war involving the United States shall have been declared, or any
conflict involving the armed forces of the United States shall have escalated, or any
other national emergency relating to the effective operation of government or the
financial community shall have occurred, which, in the Underwriters' opinion,
materially adversely affects the market price of the Bonds; or
j. a default shall occur under airy of the terms, conditions or requirements
of this Agreement.
If this Agreement shall be terminated pursuant to this Section 8 or pursuant to
Section 4, or if the purchase provided for herein is not consummated on the Closing Date
because the City shali be unable to perform all of its obligations under this Agreement, the
City shall not be liable to the Underwriters for damages on account of loss of anticipated
profits arising out of the transactions covered by this Agreement; however, the City shall
9
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, remain liable for all fees and e�cpenses provided in Section 7 hereof, except for the fee to
the Underwriters, if airy. Notwithstanding airy election hereunder or any termination of this
Agreement and whether or not this Agreement is otherwise carried out, the provisions of
Sections 1, 4, 5, 6, 7 and 8 shall not in any way be affected by such election or termination
hereunder or by the failure to carry out the terms of this Agreement or any part hereof.
9. Notice and C�weming Iaw.
All notices, demands, and other communications required or permitted hereunder
to be effective shall be made in writing or by telex or telecopy and, unless otherwise
expressly provided herein, shall be deemed to have been duly given and received when
delivered by hand, or, if mailed, three business days after deposit in the mail, with postage
prepaid for registered or certified mail, return receipt requested, or, in the case of telex or
telecopy notice, when sent, if answerback or confirmation received, and addressed to the
party at its address set forth below, or at such other address as the party shall have
furnished the other party in writing.
If to the Underwriters: Milier & Schroeder Financial, Inc.
Saint Paul Building, Suite 200
Six West Fifth Street
Saint Paul, Minnesota 55102-1420
With a copy to: Oppenheimer Wolff & Donneily
1700 First Bank Building
Saint Paul, Minnesota 55101
Attn: Michael D. Zalk
If to the City: City of Saint Paul, Minnesota
City Hall
St. Paul, Minnesota 55102
Attn: Treasurer
With a copy to: Ciry Attorney
City of Saint Paul
40� City Hall
Saint Paul, Minnesota 55102
This Agreement shall be governed by and wnstrued in accordance with the laws of
the State of Minnesota.
10
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10. Parties in Interest
This Agreement shall be binding upon and shall inure to the benefit of the
Underwriters, the Ciry, and, to the ement eacpressed herein, any person controlling the Ciry
or the Underwriters and their respective executors, administrators, successors and assigns,
and no other person shall acquire or have any right under or by virtue of this Agreement.
The term "successors and assigns" shall not include any purchaser, as such, from the
Underwriters of the Bonds.
11. Time: Counter�art 3�natures.
Time shall be of the essence of this Agreement. This Agreement may be executed
in any number of counterparts.
11
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If the foregoing is in accordance witb your understanding of the Agreement, kindly
sign and retum to us the enclosed duplicate copies hereof, whereupon it will become a
binding agreement among the City and the Undenvriters in accordance with its terms.
Very truly yours,
MILLER & SCHROBDER FINAN�IAL, INC.
PIPER JAFPRAY INC.
By: Miller & Schroeder Financiai, Inc.
:
Its
[Signature page to Bond Purchase Agreement for City of Saint Paul T�able General
Obligation Ta�c Increment Bonds, Series 1995A]
12
' Confirmed and accepted as of the date first above written.
CTI'Y OF SAINT PAUL., MINNESOTA
By:
Its: Mayor
B
Its: Director, Department of
Finance and Management Services
Approved as to form:
Assistant City Attorney
[Signature page to Bond Purchase Agreement for City of Saint Paui TaYable General
Obligation Ta1c Increment Bonds, Series 1995A]
13
� 1 � � �
SPRI NGSTED
PUBLIC FINANCE ADVISORS
Home OHice
85 East Seventh Place
Swte 100
Saint Paui. NN 55101-2143
(612) 223-3000
Fax: (612) 223-3002
February 22, 1995
120 South Sixth Siree;
Swte 2507
Minneapolis, MN 55402-1800
f612) 333-9177
Fax: (612) 349-5230
16655 West 6lvemound Road
Swte 290
Brooktieid, WI 53�C5-5935
(414) 782-8222
Fax: (414) 782-2904
6800 Col{ege Boulevard
Surte 600
Overland Park, KS 66211-1533
(913) 345-8062
Fax: (913) 345-ll70
1800 K Street NW
Swte 831
Washmgton. DC 2000E�2200
(202) 466-3344
Fax: (202) 223-1362
Mr. Peter Hames, Director of Finance and
Management Services
City Hall
15 West Kellogg Boulevard
St. Paul, MN 55102
Re: Discussion of Councilmember Mike Harris' Memorandum of February 16, 1995
Dear Mr. Hames:
You have asked us to discuss the points indicated in Counciimember Harris' Memorandum of
February 16, 1995 regarding the City's three upcoming bond issues. His items are taken from
our recommendations dated January 27, 1995 on the financing of the Midway Marketplace
Project, and our recommendations dated February 1, 1995 on the Capital Improvement and
Street Assessment Bonds. Of the four items raised, the first two cover the Capital Improvement
and Street Assessment Bonds; the second two cover the Midway Marketpiace Bonds.
Question 1: "Please provide further expianation on the arbitrage rebate exception, and where
that money may flow. It is referenced in the treasury."
Response: The City may be exempt from rebating arbitrage profits to the United States
Treasury if it can meet certain exceptions provided in the Internal Revenue
Service (IRS) Code. The two exemptions available to the City relate to spending
ail of the bond proceeds within either an 18-month period or a two-year period.
(The other two exemptions referenced on page 4 of ous recommendations do not
apply since (i) the City is issuing more than $5,000,000 of tax-exempt bonds this
year and (ii), it will take more than 6 months to spend all the bond proceeds on
the various construction projects, many of which will be started in spring and
summer of this year.) The City's Treasury Division tracks the investment of bond
proceeds for ail of the City's bond issues and determines, with the heip of Bond
Counsel, if the arbitrage exemptions have been met. If they have been met, any
investment income earned at a level higher than the interest rate of the bonds
may be retained by the City. If thay have not been met, the City either pays a
penalty to the U.S. Treasury or rebates the amount of the arbitrage earnings to
the U.S. Treasury.
95 �?h
Mr. Peter Hames
February 22, 1995
Page 2
Question 2: "Regarding allowance for underwriter's discount and cost of issuance, the total
for these two issuances is $209,000; there is also a$186,600 city administrative
fee that is included in the street improvement special assessment bond. Please
expiain how those fees are determined, and what the city administrative fee is."
Response: The prime factors which determine the amount of the underwriter's discount for
any bond issue are length of issue and credit quality of issue (bond rating).
Issues which have longer maturity ranges and/or lower credit ratings require
more underwriter's discount since they are harder to sell to investors than high
quality securities which wili be repaid soon. For the City's G.O. Capital
Improvement Bonds and G.O. Street improvement Bonds, the underwriter's
discount is determined by surveying the current discounts being taken in the
competitive bidding market for issues of like quality and length, and also by
referencing the discounts actually taken by underwriters for previous City bond
issues. Discounts taken by underwriters bidding on the 1994 Capital
Improvement Bonds and Street Improvement Bonds were generally in the $6 to
$10 per bond range. While $10 per bond is being allowed for the 1995 Capital
Improvement Bonds and Street Improvement Bonds, please be aware that if the
underwriters take less than the amount allowed, the unused portion of the
discount is retained by the City. The unused discount is deposited in the debt
service fund for that issue, allowing the City to reduce the next year's tax levy for
debt service on the issue. We aiso want to point out that in a volatile market,
underwriters tend to take more discount to hedge against interest rate swings
and thereby reduce their market risk. If market conditions require a higher level
of underwriter's discount than the City provides in its issue, underwriters will
generate the additional margin they need by pricing the bonds with higher
interest rates, passing along that additional cost to the City indirectly.
The issuance cost amount included in each bond issue is an estimate, with the
finai amount determined after all work has been completed. Issuance costs
include Springsted's fee for financial advisory work, Briggs and Morgan's fee for
serving as Bond Counsel, Official Statement printing, credit rating fees from
Moody's, S&P and Fitch, and fees for teleconferences (one with each rating
agency) and copying. Springsted's and Briggs and Morgan's fees are billed on
an houriy basis. The Official Statement printing is based on the fee schedule of
the printer (American Financial Printing) for the quantity and number of pages for
the O/S's requested (distributed nationally). The rating fees are based on the fee
schedules of each rating agency, but wili be at a significant discount since ail
three issues will be sold at approximately the same time and the fees wili be pro-
rated (volume discount). Copying costs generally consist of copies of
recommendations and draft Official Statements reviewed by ali parties and all
materiais Springsted sends to the rating agencies on behaif of the City.
The City administrative fee of $186,600 ihat has been included in the Street
Improvement Bonds is an amount charged by the City's Real Estate Division and
City staff can assist you with an explanation of Real Estate's uses for that
money.
Question 3: "I would like more detail. t had estimated $92,�0� a4lowance for undeswriter's
discount, and $27,000 cost of issuance fees associated with that. Please
provide the estimates for these fees."
Response: The costs of issuance for the Midway Marketplace Bonds consist of Springsted's
fee for financial advisory work, printing of a preliminary and final Officiai
Mr. Peter Hames
February 22, 1995
Page 3
�;
Statement for the negotiated underwriting, a pro-rata portion of the rating fees
from Moody's, S&P and Fitch and teleconference and copying costs. Again, the
Springsted fee will be based on billable hours spent on this project, the O/S
printing will be billed by American Financial Printing and each rating agency will
send a singie bill to the City for their work, which can be pro-rated over ali three
issues.
The approach to determining the underwriter's compensation is presented in
Question 2 above. For the Midway Marketptace issue, PED had obtained a
quotation for underwriting from the investment banker's syndicate they had been
working with of $12.50 per $1,000 of bonds issued or $95,438 for an initial issue
size of $7,635,000. In our discussion of inethod of sale below, we note our
contacting other investment bankers active in bidding of taxabie bond issues.
These discussions and our research in reviewing recent taxable issues sold in
Minnesota and nationally has lead us to conclude that if the Midway Marketplace
issue were so{d competitively, the City could reasonably expect undenvriters to
bid their compensation at between $14 to $18 per $1,000 of bonds issued (at
$16 per bond this would equate to $122,160 of discount). While this �esponse
anticipates Question 4, it is linked to both Questions 2 and 3.
Question 4: "I would also like you to explain the negotiated transaction. This is one of the
recommendations from Springsted, and I would like you to further describe the
benefit of doing that over an open sale of bonds."
Response: We begin with the premise that the City's bond issues should be soid o� a
competitive basis, unless specific conditions exist, which would benefit the City
from seliing the issue on a negotiated basis. Springsted leads all advisors
nationaliy in the number of competitively-sold issues, which evidences our bias
towards this method. For the Midway Marketpiace bond issue we believe two
conditions exist which lead to the negotiated sale method.
The first condition is that two structural aspects of the issue are unusuai for
normal competitive market reception. First, the issue has an "extraordinary" call
provision, permitting the City to prepay ali or a part of other issue at any time.
This call is a result of security sections of the development contract, and
provides the City with protection should the developer not complete construction
as scheduled. This cail is abnormal for general obligation issues, and requires
explanation to perspective buyers. Second, this taxable issue has a term of 22
years, coincident with the revenue repayment capacity. Most taxable
transactions have terms of 10 to 12 years. This extra ten years of repayment wiil
require more effort to find buyers of taxable bonds with these maturities. An
advantage of a negotiated process is the ability of underwriters to contact bond
purchasers prior to the sale date to "pre-market" the issue and describe any
unusuai aspects. For Midway Marketpiace this "pre-markeY' advantage of a
negotiated process permits description of the issue's abnormal features which
should increase buyer receptivity and lower interest costs.
The second'reason is underwriter's compensation which was discussed under
Questions 2 and 3 above. Specificaliy, PED had obtained a quotation for a
negotiated underxriting which had a high probability of being less tfian what the
City could expect under a competitive bid basis.
We recommend the City critically review the method of sale for each of its issues. For the
Midway Marketplace issue, we believe two criteria regarding this decision are met, and
Mr. Peter Hames
February 22, 1995
Page 4
therefore we have recommended a negotiated sate proces
included as an exhibit a full discussion of ail the criteria
question in an article we authored for a professionai journal.
� 76
s for this singie issue. We have
of a competitive-negotiated sale
We trust this discussion fuliy responds to the points indicated by Councilmember Harris. We
encourage the City to present us with any subjects regarding capital finance. Please feel free
to contact us if we can be of any further assistance.
ectfullY,
%
��
� ����� �� l ����
David N. MacGillivray
Principai
Director of Project Management
cjb
/Saint Paul Office
Enclosure
���� 76
Reprinted from the Kansas Gover�ment Journal, July 1391
Competitive vs. Negotiated Sales of Municipal Bonds
By David N. MacGiilivray et al.
Springsted Incorporated
Pubiic Finance Advisors
A major capital need has been idenified, and it has
been determined that the most aWantageous way of
financing the new acquisition is by borrowing money in
the municipal bond market. The issuer is soon
besieged by investment bankers and financial
consuRants offering a weafth of advice - much of it
confiicting. Among the most controversiat topics is
whether to seil the bonds through competftive sale or to
'go negotiated.' Few issuers are in a position to
understand all the differences between these two
techniques, much less to make an informed decision as
to how to proceed, yet few decisions can be as critica{ in
determining the overall success of a capitai financing
program.
hlow Do Competitive and Negotiated
Sales Differ?
The principal difference beriveen competitive (or
'public') and negotiated municipal bond offerings lies in
the timing and method of setecting the undenvriter - the
financial intermediary that will purchase the bonds from
the issuer for an agreed-upon price upon their initial
issuance and will, in turn, sell the bonds to investors. In
a negotiated offering, the underwriter is selected well in
advance of the pricing and marketing ofi the securities.
This selection is usually made on the basis of several
criteria that give the appearance of an objeccive,
'competitive' process but are in fact highly subjective:
What special qualfties and quai�cations does the
particular firm bring to the table? Is the firm particulary
well qual�ed to market the rype of securfties in
question, so that it may be expecced to price the bonds
more aggressively than other firtns? What general
range of fees and expenses can the issuer expect to
pay for the underwritePs services?, Does the issuer
have sufficient confidence that the underwriter wili in
fact negotiate in good faith when it comes time to price
and market the securities?
Severai weeks (or months) generaiy elapse between
the selection of an undervvriter and the, 'pricing' or
marketing of a negotlated offering. The pricing process
involves the negotiation of appropriate interest rates for
the bonds in light of market conditions, as well as
determining the actual fees that will be paid to the
underwriter for services rendered. The resuR of this
negotiation is a formai commitment by the underwriter to
purchase the bonds trom the issuer.
In a competicive, or puhlic, sate, underwriter seleccion is
delayed until the last possible momerrt - when the
securities are adualiy ready to be priced and marketed.
The issuer, often working in conjunction with a financial
advisor, siructures the offering to its advantage wRhin
the consiraints of what is acCeptabie to the market, and
then soiicits binding bids from a wide variety of
undenvrfters. The bonds are soid, or 'awarded,' to that
firm (or group of firms) submitting the most favorabie
bid, taking into account both the irrterest rates the
underwriter is wiffing to accept and the actual 'dollar
price' bid for the offering (how much the undervvriter is
willing to pay for the bonds bearing the interest rates
specified in the bi�.
The Role of the Underwriter
As a resutt of these differences in timing, the role played
by the undervvriter in a negotiated offering is usually
very dififierent from the role piayed by the undenvriter in
a competitive sale. In most negotiated offerings,
representatives of the senior managing undecwriting
firm (normaliy investment bankers from the firm's public
finance department) are active members of the
financing team, providing input as to the optimal
siructure of the transaction; heiping, in conjunction with
their counsel, to dreR the operative bond documents;
and almost atways taking the lead in drafting the official
statement and any other disclosure documerrt used in
the marketing of the bonds.
in a competitive sale, on the other hand, the underwriter
has no invoNemeM in structuring the transaction itseif,
except to the extent that bidding parameters permit an
undervvriter to bid wRh or without insurance, to
designate certain principal payments as seriai bonds or
sinking fund payments on term bonds, and so fonh. All
of the struauring and documentation is pe�formed by
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the issuer and 'Rs agents - including its financial advisor
and legal counsel - to ensure that all legal and market
requirements are sati�ed. There is usually a fair
amourn of cor�tact beiween the issuer and the
successfui bidder in the short time period between ihe
awarding of the bonds and closing, but these
discussions relate to relativety rou[ine details such as
time and method of settlement (payment for the bonds);
how bonds shouid be registered and delivered; and
how many finai o�cial statemerns should be delivered
(and where).
and etfoR (in a competi[ive sale, the investmerst bankers
are not even involve�, as do their attomeys (who,
again, are rarely 'rf ever invohred in crompetitive sales). in
many cases, the work done by the invesiment bankers
and their counsel duplicates work that is normally done
by the issuer's financial advisor and tegat counsel in arty
evern, afthough in many issues irnoNing highiy
specialized or complex features, the irnestmerrt bankers
and their counsel make significarn contributions that are
vital to the success of the transaction. In such cases,
highes upfront costs may be more than offset by more
efficiern structuring and lower interest rates.
The Bene�ts and Drawbacks of Each
Method
Ciearly, each of these sale methods has its benefrts and
drawbacks. The principai benefrt that may be derived
from a negotiated offering is the ongoing availability of
input from public finance professionals. Wiil special
security prwisions be required in order to make the
bonds attraaive to the market? Are certain aspects of
the credit so unusual as to require extensive disclosure
to potential investors? is the offering likely to appeal to
a relatively limited group of irnestors who will require
certain features to be inciuded in the terms of the
bonds? The undenvriter's expertise can often represent
a valuable conuibution to the sucCess of an offering,
especially in the case of so-called 'story bonds' -
offerings that vary sign�cantly from the straightforward,
'plain vaniila' issues that the market is generally
accustomed to seeing daily, and that therefore require a
fair amount of expianation to win market acceptance.
Negotiated saies also permit - at least in theory - more
extensive tailoring of the issue to meet the issuer's
objectives, particularty 'rf market conditions are highly
volatile at the time. Since in a negotiated saVe the
structure and spec'rfic terms of the offering may be
amended until the very iast moment, changes in the
market that may work to the issuer's benefd may more
readily be accommodated. it shouid be noted, though,
that in response to the marked increase in the volatitiry
of the bond market over the past ten years, signficant
changes have been made in the way comQeticive sales
may be conducted in order to overcome a number of
fac[ors that are frequernly cfted as disadvaMages of this
sale method. )n most jurisdictions, it is now possible to
structure bidding parameters that provide for as much
flexibiliry with respect to the timing and stsuccure ot an
offering as is possibie in a negotiated saie.
One sign�caM drawback to negotiated offerings is that
they tend to irnoNe higher upfrorn costs than
competitive sales. The irnrestmert bankers from the
underwriting firm have to be compensated for their time
Perhaps the mos[ disturbing aspect of negotiated sales,
however, is that they invite a wide range of abuses that
can work to an issuer's detriment. it is ahvays crftical to
keep in mind that in a negotiated u�denvriting the
undenvriter must serve two ciients whose goals co�flia
directly: on the one hand, the issuer wants as low an
interest rate, and as much flexibility, as possible; on the
other hand, the investors to whom the bonds are being
sold want as high an irtterest rate and as much security
as the issuer can be induced to otfer. The psimary
professional challenge facing any public finance
irnestment banker in a negotiated offering is to balance
these conflicting irrterests successfully to produce a
'win-win' situation, and the best irnestmern bankers are
more than equal to this task.
Given the dynamics of the irnestment banking industry,
however, issuers often find that they end up at a
disadvantage in such situations. While a typical issuer
oi bonds may go to the market two or three times a year
at the most, underv✓riters deal wfth their most importarrt
irnestors on a daily basis. Satisfying the needs of large
instRutional investors therefore generally takes
precedence over satisfying the needs of an occasional
issuer of municipal bonds. This can be especialy
detrimental to an issuer who is not particutarly well-
versed in the workings of the bond market and therefore
has no effective way of verifying the necessiry of what
may be represented as a•market requirement' as the
offering is being structured. No such issuer should
ever, undertake a negotiated offering without retaining
the services of an independert financiat advisor
qual'fiied to represerrt its irrterests exclusively and
objectively throughout the course of the financi�g.
Selling Bonds or Buying Mone�?
The Case for Competithre Blds
Negotiated sales may also irnite controversy in that they
differ signficantiy from how most issuers purchase other
commodities. While few issuers think of selting bonds
as a form of purchasing, the analogy is apt: by se�ling
q5-�7�
bonds, the issuer is realty purchasing borrowed money.
if the issuer knows what kind of boROwed money it
wants to purchase (.e., the terms of the bonds), and
knows that that kind of borrowed money is fairiy generic,
then it is reatfy engaging in the purchase of a
commodity. Unlike the acquisition of services and
equipment, where qualiry differences may be sign�cant
tactors in the decision-making process, purchasing
generic borrowed money shouid be purely cost-driven,
since no undenvriter's money is iikety to be •better than
another's. Competitive bidding based on published
spec�cations is probabiy the most reiiable way to insure
that the issuer is obtaining the best price at any given
time in a manner consistent with its standard
purchasing procedures.
Conclusion
Bonds may be offered for sale either through
negotiation or competitive sale. As a form of
puschasing, the sale process is generaly conducted to
the issuer's advaMage through competitive bids i� the
issue is relatively generic. Issuers selling unusuai or
complex issues may be better served by a negotiated
sale. When considering seiling bonds through
negotiation, the issuer must balance the added value
that the investmern banker may bring in a negotiated
sale againsi the additional expense, and must also take
appropriate measures to protect against ihe conflicts
that are inherent in negotiated sates that may work to
the issuer's disadvantage.
As the analogy to the purchasing process suggests, the
principai criteria driving the decision to negotiate the
safe of bonds or take competitive bids relate to how
generic the bonds aze. At one end of the spectrum,
twenty-year, faed-rate bonds structured to produce
tevei debt service, backed by the futi faith and credft of
an'A' rated entity, and callable at a premium after eight
or ten years, are about as 'generic• as bonds can be. At
the other end of the spectrum we might find unrated
forty-year variable-rate bonds with monthly put, call, and
exchange provisions, backed solely by a pledge of
revenues derived from a start-up enterprise with no
credR history at ali. in the former case, competitive sale
would ge�eralty be called for; i� the latter case, the
concerted and concentrated efforts of a preselected
group of investment banking firms may be essential to
finding a market for the bonds.
It shouid be kept in mind, however, that what the market
views as 'ge�eric' undergoes continuous change.
Whereas virtually all bond structures that may generally
be thought of as •creative• were originaly introduced
through negotiated sales, wfth the passing of time many
of these techniques have become familiar and are
readily marketable through competitive saie. For
example, 'capital appreciation bonds' - or tax-exempt
zero coupon bonds - are now routinely sold through
competitive bid, whereas five or six years ago, as •new
products; they were onty marketable on a negotiated
basis.
Springslad lncorporated is an independent financia(
advisor. M independent financiaf advisor has no
relationship with any underwriting en�ty and works
solely for the bcat iurisdiction. Springsted has
served as advisot to the ciUes of Wichifa, Manhattan,
Shawnee, and Kansas Ciry, Kansas, as well as
Johnson Counry Kansas. This artide was wtitten by
1wo senia o�cers of Springsted.