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96-10121 2 3 4 5 6 7 8 9 10 11 12 �3 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 Preserrted By Referred To �"; .;'�, ' �^-; ; � � E t . , : tL , . � ... . . .."`:..s C�N 0� ��1�Q1. Q — �(�� RESOLUTION CITY OF SAINT PAUL MINNESOTA GENERAL RESOLUTION RELATING TO Council File # � G, � � � C a. Gre S eet # � � _ �� _ . r t 8 RECREATIONAL FACILITIES GROSS REVENUE BONDS Adopted: Auguffi 28, 1996 a��_t�� TABL$ OF CONTEN'PS (Not a part of the Resolution, included for convenience of reference only.) ARTICLE I - DfiFINITIONS . . . . . . . . . . . SeCtion 1.01. IIefinitions . . . . . . . ARTICLE II - TFIE BONDS - IN GENERAL . . . . . . . . . . . . . Section 2.01. Forms of Bond . . . . . . . . . . . . . . Section 2.02. Redemption; Purchase . . . . . . . . . . SeCtion 2.03. Bond Registrar . . . . . . . . . . . . . Section 2.04. Execution and Delivery; Application of Proceeds . . . . . . . . . . . . . . . . SeCtion 2.05. Authentication; Date of RegisCration .. Section 2.06. Registration; Transfer; Exchange .... SeCtion 2.07. Rights Upon Transfer or Exchange .... Section 2.08. Interest Payment; Record Date; Principal Payment Date . . . . . . . . . . . . SeCtion 2.09. Holders; Treatment of Registered Owner; Consent of Holders . . . . . . . . . . SeCtion 2.10. Supplemental Re5olutions - Override ... Section 2.11. Description of the Global Certificates and Global Book-Entry System . . . . . . Section 2.12. Immobilization of Global Certificates by the Depository; Successor Depository; Replacement Bonds . . . . . . . . . . . . Section 2.13. RedempCion - Global Certificates .... Section 2.14. Form of Bond - Global Certificates ... Section 2.15. Registration; Transfer; Exchange -Global Certificates . . . . . . . . . . . . . . Section 2.16. Redemption - Non-Global Sonds . . . . . . Section 2.17. Form of Bond - Non-Global Bonds ..... Section 2.18. Registration; Transfer; Exchange - Non- Global Bond . . . . . . . . . . . . . . . Section 2.19. Variable Rate Bonds; Adjustable Rate Bonds . . . . . . . . . . . . . . . . . . Section 2.20. Capital Appreciation Bonds . . . . . . . Section 2.21. Credit Facilities . . . . . . . . . . . . Section 2.22. MandatorY Purchase; Tender ...... ARTICLE III - THE SERIES 1996D BONDS . . . . . _ . . . Section 3.01. Delegation to Pricing Committee to Accept Offer; Purchase Agreement . Section 3.02. The Series 1996D Bonds - General . Section 3.03. Purpose . . . . . . . . . . . . . . Section 3.04. Interest . . . . . . . . . . . . . Section 3_O5. Redemption . . . . . . . . . _ . . P aqe 2 2 11 11 11 12 13 13 14 15 15 16 17 18 18 20 20 20 22 22 23 24 25 25 25 �� ;�? 27 27 27 28 28 28 327283.Red V8 to V5; 8/28/96 1 Section 3.06_ Deposits to Accounts; Disbursements . Section 3.07. Letter of Representations; Other Documents . . . . . . . . . . . . Section 3.�8. No Designation of Qualified Tax-Sxempt Obligations . . . . . . . . . . . . . Section 3.09. Negotiated Sale . . . . . . . . . . . Section 3.10. Continuing Disclosure . . . . . . . . ARTICLE IV - FUNDS AND ACCOUNTS . . . . . . . . . . . . . . Section 4.01. Funds and Accounts . . . . . . . . . . Section 4.02. Construction Account . . . . . . . . . Section 4.03. Operation and Maintenance of Parks and Recreation System . . . . . . . . . . . Section 4.04. Bond Account . . . . . . . . . . . . . Section 4.05. Reserve Account . . . . . . . . . . . . Section 4.06. Sports Dome Excess Earnings Account .. Section 4.07. Insufficient Amounts . . . . . . . . . Section 4.08. Other AcCOUnC Provisions . . . . . . . Section 4.09. Investments . . . . . . . . . . . . . Section 4.10. Parks and Recreation Secondary Reserve Fund . . . . . . . . . . . . . . . . . ARTICLE V - COVENANPS . . . . . . . . . . . . . . . . . . . Section 5.01. Covenants . . . . . . . . . . . . . . . Section 5.02. Tax Covenants . . . . . . . . . . . . . Section 5.03. NegaCive Covenant as to Use of Improvements . . . . . . . . . . . . . Section 5.04. Tax-Exempt Status of the Bonds; Rebate; Elections . . . . . . . . . . . . . . . Section 5.05. Covenant with FIOlders . . . . . . . . . ARTICLE VI - ADDITIONAL BONDS; REFUNDING BONDS; OTHER ;�i;�<REVENUE OBLIGATIONS . . . . . . . . . . ,......_.. '::;::�, �` 6.01. Additional Bonds; Other Revenue Obligations . . . . . . . . . . . . . . . . . . . . . Section 6.02. Refunding Bonds . . . . . . . . . Section 6.�3. Partial Parity;,Other Sources _. ARTICLE VII - OTHER PROVISIONS . . . . . . Section 7.01. 5uit by Bondholders .. Section 7.02. Amendments . . . . . . Section 7.03. Discharge . . . . . . . Section 7.04. Records and Certificates Section 7.05. Severability . . . . . Section 7.06. Headings . . . . . . . � �' �°`� P acre . 29 . 29 . 30 . 30 30 r;�:3:7:' . 32 . 32 . 33 . 34 . 36 . 37 . 39 . 40 . 41 . 41 . 42 . 44 . 44 . 46 . 47 . 47 . 47 . 49 . 49 . 51 . 52 . . . . . . . 53 . . . . . . . 53 . . . . . . . 53 . . . . . . . 54 . . . . . . . 55 . . . . . . . 56 . . . . . . . 56 327283.Red V8 to V5; 8/28/96 1 1 � �,10�2 r: _ut: �l A. WIiEREAS, the City has incurred and will incur costs for its recreational facilities; and B. WHFsREAS, this Council has determined that the capital costs of certain recreational facilities should be financed in whole or part through the issuance of recreational facilities gross revenue bonds pursuant to the authority granted by the City's home rule charter and by Minnesota Statutes, Chapter 475 and Section 471.191 (the "ACt"); and C. WHEREAS, this Council finds, determines and declares that it is necessary and expedient to issue recreational facilities gross revenue bonds and use the proceeds thereof to provide moneys to make improvements to the recreational facilities, to establish a Reserve Account and to provide for the costs of the issuance of such bonds; and D. WHEREAS, such bonds (the "Recreational Facilities Gross Revenue Bonds" or "BOnds") shall be payable solely from the Revenues (as defined herein) of the Parks and Recreation System and shall not be a general obligation of the City nor secured by the City's full faith and credit; and E. WHEREAS, the City has heretofore issued registered obligations in certificated fonn, and incurred substantial costs associated with their printing and issuance, and substantial continuing transaction costs relating to their payment, transfer and exchange; and F. WHEREAS, the City has determined significant savings in transaction costs will result from issuing bonds in "global book- entry form", by which bonds are issued in certificated form in large denominations, registered on the books of the City in the name of a depository or its nominee, and held in safekeeping and immobilized by such depository, and such depository as part of the computerized national securities clearance and settlement system registers transfers of ownership interests in the bonds by making computerized book entries on its own books and distributes payments on the bonds to its Participants (as defined herein) shown on its books as the owners of such interests; and such Participants and other banks, brokers and dealers participating in the National System will do likewise (not as agents of the City) if not the beneficial owners of the bonds; and G. WHEREAS, the City has further determined that bonds shall be issuable under this General Resolution, as from time to time supplemented, (1) as taxable or tax-exempt bonds, (2) as fixed rate obligations or as variable rate obligations, (3) as 327283,Red Y8 to V5; 8/28/96 1 �,�_ �o��- bonds on which interest is paid currently or as bonds for which the payment of interest is deferred, and (4) as bonds which are subject to optional or mandatory redemption or mandatory purchase or with provisions allovring the holders thereof to tender their bonds for purchase; and H. WHERfiAS, Rule 15c2-12 of the Securities and Exchange Commission prohibits "participating underwriters" from purchasing or selling the Series 1996D Bonds (as defined below) unless the City undertakes to provide certain continuing disclosure with respect to the Series 1996D Bonds; and I. WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9), public sale requirements do not apply to the Series 1996D Bonds if the City retains an independent financial advisor and determines to sell the Series 1996D Bonds by private negotiation, and the City has retained Springsted Incorporated and has determined to sell the Series 1996D Bonds by private negotiation to the Purchaser (as defined below): NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows: ARTICLE I DEFINITIONS Section 1.01. Definitions As used in this Resolution or any Supplemental Resolution, the following terms shall have the meanings assigned in this Section: Account or Accounts: any account established herein or various of the accounts established herein, as appropriate; Accreted Value: with respect to a Capital Appreciation Bond on any date, the present value thereof on the immediately preceding date specified in such Bond (or if such date is the specified date, then on such date), determined by computing the present worth of all payments of principal and interest remaining to be paid thereon using a discount factor equal to the yield at which such Capital Appreciation Bond was initially offered to the public, as further specified in a table of Accreted Values contained in the Capital Appreciation Bond and in the related Supplemental Resolution; Act: Minnesota Statutes, Chapter 475 and Section 471.191, as amended, which provide authority in addition to the City's home rule charter; 327283.Red V8 to V5; 8/28/96 2 � �- �o�� Additional Bonds: Bonds issued pursuant to this Resolution as from time to time supplemented, other than the Series 1996D Bonds, including Additional Parity Bonds and Refunding Bonds issued as permitted by Article VI; Additional Parity Bonds: Additional Bonds issued on a parity of lien with other Bonds pursuant to Sections 6.01 and 6.02; Adjustable Rate Bond: any Bond, the interest rate on which is not established at the time of calculation at a single numerical rate for the remaining term of such Bond, but for which the period between redeterminations of the interest rate is Cwo (2) years or more; Aaency Fund: the City's fund by that name, in which is established the Sports Dome Sxcess Earnings Account; Bond Account: the "Rice and Arlington Sports Dome Bond Debt Service Account" within the Rice and Arlington Sports Dome Fund, created and established by Section 4.04; Bond Reaistrar: the Treasurer of the City, who sha11 act as bond registrar, transfer agent and paying agent, or any Fiduciary acting as bond registrar, transfer agent or paying agent for any Bonds or series thereof; Bond Year: for each series of Bonds, each twelve-month calendar period ending on the anniversary of the delivery of such series of Bonds to the Purchaser thereof and payment therefor; Bondholder: a Holder; Bonds: any bonds from time to time issued pursuant to this Resolution or a Supplemental Resolution, while such Bonds remain outstanding; Capital Apbreciation Bonds: any Bonds is5ued on the basis that interest thereon shall be accrued and compounded periodically, and that payment of interest thereon shall only be made at maturity or at a specified time or times prior to maturity or upon earlier redemption, by sinking fund installment or otherwise; Citv: the City of Saint Paul, Minnesota, or any suCCessor to it5 functions with respect to the Parks and Recreation System; 327283.Red V8 to V5; 8/28/96 3 �.�- ��- 1 2 3 4 s s 7 8 s io tt 12 13 '14 15 16 17 18 19 20 21 22 23 24 25 26 27 2s 2s 30 31 32 33 34 35 36 37 38 39 ao 41 42 43 44 45 46 47 48 a9 50 Code: the federal Internal Revenue Code of 1986, as amended, or any successor code, and all regulations, rulings and decisions thereunder; Commitment: either (A) a binding commitment by a bank, surety, insurance company or other financial institution generally regarded as responsible, which Commitment (i) provides financing sufficient to pay or purchase, as the case may be, Committed Temporary Bonds when due or required to be purchased, (ii) provides for repayment of amounts drawn thereunder over a period of at least five (5) years, and (iii) is filed with the City, together with an opinion of independent legal counsel stating in effect that the Commitment is binding and enforceable in accordance with its terms, subject to such customary exceptions relating to bankruptcy laws, insolvency laws and other similar laws affecting creditors' rights generally as such independent 1ega1 counsel deems necessary; or (B) a binding covenant of the City to issue Bonds to refund the Committed Temporary Bonds if there are insufficient funds to pay or purchase, as the case may be, Committed Temporary Bonds when due or required to be purchased; Committed Temporar� Bonds: Temporary Bonds secured by a Commitment; Construction Account: the Rice and Arlington Sports Dome Construction Account within the Rice and Arlington Sports Dome Fund, established and created in Section 4.02; Credit Agreement: any reimbursement agreement or similar instrument between the City and a Credit Provider with respect to a Credit Facility; Credit Facilitv: a letter of credit, surety bond, insurance policy or comparable instrument furnished by a Credit Provider with respect to one or more series of Bonds to satisfy in whole or part the City's obligation to maintain the Reserve Requirement with respect to a series of Bonds, or to secure (a) the payment of debC service (which may include the premium due on payment of a Bond) on Bonds of a specified series, (b) the payment of the purchase price (which may include accrued interest to the date of purchase) of Bonds of a specified series on the applicable purchase dates or tender dates, or (c) both the payment of debt service on a specified series of Bonds and the payment o£ the purChase price of Bonds of a specified series; Credit Provider: the bank, insurance company, financial institution or other entity providing a Credit Facility pursuant to a Credit Agreement; 327283.Red V8 to V5; 8/28/96 4 � �- l��a-- Current E�enses: the normal, reasonable and current costs of operation and maintenance of the Parks and Recreation System (or any portion thereof accounted for in a separate Fund, as appropriate) determined in accordance with generally accepted accounting principles, but excludinq the following: allowance £or depreciation; costs of major repairs; and Debt Service Expense; Debt Service E�cpense: the amounts required to be paid or transferred from the Funds pursuant to Section 4.03(A) "First", "Second" and "Third"; Denositorv: a trust company or other fiduciary acting as a depository pursuant to a Letter of Representations with respect to Global Certificates; Excess Earnincrs: the amount of investment earnings on moneys held in any Fund or any Account therein, or in any other fund or account, required to be transferred to the Sports Dome Excess Earnings Account as earnings on "gross proceeds�� (as defined by or under the Code) in excess of the "yield" (calculated as required by or under the Code) on Tax-Exempt Bonds; Fiduciarv: any bank or other organization acting in a fiduciary capacity with respect to any Bonds, whether as a paying agent, Bond Registrar, tender agent, or escrow agent, or in a similar function; provided that a Depository shall not be considered a �'iduciary hereunder; Fiscal Year: the twelve (12) month period beginning on January 1 of each year and ending on December 31 of the same year; grovided that the City may, by Supplemental Resolution, provide for a different twelve (12) month Fiscal Year for the Parks and Recreation System; Fixed Rate Bond: a Bond, the interest rate on which is established (with no right to vary) at the time of calculation at a single numerical rate for the remaining term of such Bond; Fund or Funds: any fund governed hereby as set forth in Article IV or by a Supplemental Resolution, or various of the funds governed hereby, as appropriate, being initially the following Funds of the City's Division o£ Parks and Recreation: Fund 326, Rice and Arlington Sports Dome; Fund 325, Parks and Recreation Special Services Enterprise; Fund 334, Midway Stadium; Fund 330, Watergate Marina; Fund 370, Supply and Maintenance; Fund 391, Special Recreation Activities; Fund 860, Parks Grants and Aids; and Fund 327, Parks and Recreation Secondary Reserve Fund; 327283.Red VS to V5; 8/28/96 5 � � � �� Global Certificate a Bond in the fonn of one certificate per maturity, each representing the entire principal amount of a series of Bonds due on a particular maturity date, which single certificate per maturity may be transferred on the City's bond register as required by the Uniform Commercial Code, but which may not be exchanged for smaller denominations uriless the City determines to issue Replacement Bonds as provided herein; Holder or Bondholder: the person or entity in whose name a Bond is registered on the books of the City; Improvements: any expansion, construction, reconstruction, equipping, modification or other betterment of a capital nature to the Parks and Recreation System, including the Rice and Arlington Project; Interest Pavment Date: any date on which an installment of interest is scheduled to become due on Bonds; in the case of Capital Appreciation Bonds, the Interest Payment Date shall be the earliest of (1) the stated maturity date, (2) the redemption date, or (3) the dates on which interest is to be paid after conversion af such Capital Appreciation Bonds to Bonds on which interest is paid periodically; Interest Rate Swap Agreement: an agreement entered into by the City of the kind described in Minnesota Statutes, SeCtion 475.54, Subdivision 16; Letter of Representations: with respect to the Series 1996D Bonds, the Blanket Issuer Letter of Representations dated April 10, 1996, by and between the City and The Depositox'y Trust Company; and with respect to any other series of Bonds, the similar instrument (if any) with respect to Global Certificates by and among the City, the Bond Registrar (if necessary and if other than the City) and a Depository; Management A�reement: any management agreement from time to time relating to the Rice and Arlington Project by and between the City and a private entity; Minimum Variable Rate Interest Amount for Variable Rate Bonds, the amount of interest to be paid or to accrue on such Variable Rate Bonds during any one-month period at the highest interest rate permitted by the terms of the Supplemental Resolution relating thereto, excluding the period, if any, after such Variable Rate Bonds may convert to Fixed Rate Bonds; National System: the computerized national securities clearance and settlement system to register transfer of ownership 327283.Red V8 to V5; 8/28/96 6 � �_ �6�2- 1 interests in debt securities by making book entries on the books 2 of a Depository, and through which payments are distributed to 3 Participants as shown on the books of the Depository as the a owners of such interests; 6 Non-Global Bonds: Replacement Bonds, and any series of 7 Additional Bonds which are not issued in the fonn of Global a Certificates; 10 Onerating Reserve Amount: the amount permitted to be 11 maintained in the Sports Dome Operations Account as provided in 12 Section 4.03tC) and 4.03(A) "F`ifth"; 13 14 �s 16 17 ts is 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 ao 4t 42 � 44 45 as 47 4S 49 50 Parks and Recreation Secondar� Reserve Fund: the Fund by that name created and established by Section 4.10; Parks and Recreation Special Services Enterorise Fund: the Parks and Recreation Special Services Enterprise Fund recognized in Section 4.01; Parks and Recreation System: the City's parks and recreation facilities and events and activities held there which are budgeted and accounted for in the Funds, including parks, domed athletic fields, golf courses, downhill ski facilities, cross country ski facilities, marinas, concessions and food sale: at zoos, admissions and rentals at conservatories, related refectories and concessions, maintenance equipment and buildings, improvements and real and personal property used in connection therewith, and all funds, accounts, contract rights, permits, authorization, approach and intangibles related thereto; excludina, however, Town Square Park, recreation Centers (except to the extent activities are part of Fund 325), swimming pools, tennis courts, soccer fields, baseball fields, softball fields, picnic pavilions, zoos (other than food sales and concessions), conservatories (other than admissions and rentals), the Japanese Garden, and rides; Participants: the financial institutions or securities dealers for whom the Depository effects book-entry transfers and pledges of securities deposited and immobilized with the Depository; Principal Payment Date: any date on which an installment of principal is scheduled to become due on Bonds, whether by scheduled maturity or scheduled mandatory redemption or otherwise; Purchase Agreement: the agreement by and among Miller & Schroeder Financial, Inc., Piper Jaf£ray Inc. and the City for the purchase of the Series 1996D Bonds; 327283.Red VS to V5; 8/28/96 �, �_ � � `�- 1 2 3 4 5 s 7 8 s 10 11 12 13 14 is 1s 17 t8 19 20 21 72 23 24 25 26 27 2s 29 30 31 32 33 34 35 36 37 38 39 40 41 a2 43 44 45 46 a7 48 4s so Purchaser: the person or entity specified in this Resolution or a Supplemental Resolution as the original purchaser of a series of Bonds; Rebate Amount: the amount required to be paid to the United States Treasury pursuant to Section 148 of the Code as a rebate of investment earnings (and, if applicable, actual or imputed earnings thereon) to the extent such investment earnings are in excess of the yield on a series of Tax-Bxempt Sonds and are subject Co rebate; Refundincr Bonds: Additional Bonds issued on a parity of lien with other Bonds pursuant to Section 6.02; Remarketina Agent: a member of the National Association of Securities Dealers appointed to remarket Variable Rate Bonds or Adjustable Rate Bonds; Re�lacement Bonds: Bonds which replace Global Certificates as provided in Section 2.12; Reserve Account: the Rice and Arlington Sports Dome Debt Service Reserve Account within the Rice and Arlington Sports Dome Eund created and established by Section 4.05; Reserve Requirement: as of any date of calCUlation, the sum of the Reserve Requirements applicable to each series of Bonds then outstanding; and £or each series of Bonds, while any of such Bonds remain outstanding, the Reserve Requirement shall be, unless otherwise specifically provided in this Resolution or the appropriate Supplemental Resolution: (a) for each series of Ta�cable Bonds, as of any date of calculation, an amount equal to the maximum amount of principal and interest to become due in any Fiscal Year on all then-outstanding Bonds of that series; tb) for each series of Ta�c-Exempt Bonds, as of any date of calculation, an amount equal to the least of: (I) ten percent (10%) (or such higher percentage as the City establishes as necessary to the satisfaction of the Secretary of the United States Department of the Treasury? of the lesser of (i) the original principal amount of such Bonds or (ii) the "issue price" of such Bonds, determined as required by Section 148 of the Code; or (II) the maximum amount of principal and interest to become due in any Fiscal Year on all then-outstanding Bonds of that series; or (ISI) the maximum amount permitted under Section 148 of the Code to be held in a reserve fund and invested at a yield in excess of the yield on such series of Tax-Bxempt Bonds; 327283.Red V8 to V5; 8/28/96 8 �l �- ��t� 1 2 3 4 5 s 7 s s io 11 12 13 14 15 16 17 �s 19 20 21 � 23 24 25 2s 27 2s 2s 30 31 32 � 3a 35 36 37 38 39 40 41 42 � 44 45 46 47 48 49 50 provided that,— the calculation of the maximum amount of interest to become due on Variable Rate Bonds, Adjustable Rate Bonds or Temporary Bonds shall be based on the same method used for the purposes of Section 6.o1(B); Resolution: this General Resolution Relating to Recreational Facilities Gross Revenue Bonds, adopted by the City Council of the City on August 28, 1996, as from time to time amended or supplemented; Revenues: all amounts received from the operation of or in connection with the Parks and Recreation System, includina (a) admission fees, use fees and deposits, use permit fees, fees for passes or access cards, lease and rental revenues for real and personal properties, revenues from concession sales, fees or charges for equipment rentals or sales, and fees or charges for instructional services, (b) earnings on moneys held in any Fund or Account, excludincr, however, earnings on refunding escrows or defeasance escrows established for bonds, (c) moneys received upon the sale, lease, transfer, conveyance or other disposition of any real or personal property which is part of the Parks and Recreation System, and (d) any other revenues of whatever kind and from whatever source derived arising from Che Parks and Recreation System; but excludincr (1) assessments for Parks and Recreation System improvements dedicated to other uses which preclude the application of such assessments to the payment of Bonds, (2) grants, donations and memorials received from public or private entities, and (3) transfers from funds or accounts of the City other than the Funds and Accounts; Rice and Arlington Sports Dome Fund: the fund by that name created and established by Section 4.01(B); Rice and Arlington Project: the project funded by the proceeds of the Series 1996D Bonds, being a clubhouse and domed athletic fields located at Rice Stis€?[?� and Arlington R`;Xe�'�e and related improvements to adjacent""��outc�oor fields and parkirig, and a traffic signal; Series 1996D Bonds: the City's Recreational Facilities Gross Revenue Bonds, Series 1996D; Sports Dome Excess Earnings Account: the account by that name within the Agency Fund created and established by Section 4.06; SAOrts Dome Operations Account: the account by that name within the Rice and Arlington Sports Dome Fund created and established as provided in Section 4.03(C), with an operating reserve therein; 327283.Red 9 V8 to V5; 8/28/96 �i�_ ��a- t Substitute De�ositorv: a trust company or other 2 fiduciary which replaces a Depository; 3 a Supplemental Resolution: a resolution adopted by the 5 City Council of the City which supplements or amends this s Resolution, including any Supplemental Resolution authorizing the 7 issuance of Bonds other than the Series 1996D Bonds; 9 Ta�cable Bonds: any Bonds which are not Tax-Exempt �o Bonds on their date of original issue; 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 2s 30 31 32 33 34 35 T�-Exem�t Bonds: Bonds issued pursuant to this Resolution as from time to time supplemented for which the City receives, on the date of their original issuance, an opinion of bond counsel to the effect that interest on such Bonds is excludable from gross income for federal income ta�c purposes under Section 103 of the Code; Temporary Bonds: any series of Bonds with (i) an initial texm of three (3) years or less, (ii) a provision that requires mandatory purchase of such series of Bonds within three (3) years o£ its issuance, or (iii) a provision which permits the Holders thereof to require redemption of such series of Bonds within three (3) years of its issuance; provided;, however, that a series of Bonds shall not be deemed Temporary Borids by reason or any right of the Holders thereof to (A) accelerate or Cause the obligations to be prepaid or purchased upon the happening of an event of default or (B) tender the Bonds of that series for purchase; and Variable Rate Bond: any Sond, the interest rate on which is not established at the time of calculation at a single numerical rate for the remaining term of such Bond and for which the period between redetermination of the intere5t rate is two (2) years or less. 327283.Red VS to V5; 8f28196 1 0 ��-��- 1 ARTICLE II 3 TFiE BONDS - IN GENERFiL 4 5 PART A- THE BONDS - IN GENERAT � Section 2.01. Forms of Bond. If so specified herein $ or in a Supplemental Resolution, the Bonds shall be in the form 9 of Global Certificates unless and until Replacement Bonds are �o made available as provided in Section 2.12, and otherwise shall ti be in the form of Non-Global Bonds. The form of Bonds for any i2 specific series shall be as set forth in E�chibit A or E�chibit B 13 hereto, but may contain such additional or different terms and �a provisions as to the form and time of payment, record date, 15 notices and other matters as are consistent with this Resolution 1s or the applicable Supplemental Resolution. 17 18 19 20 21 22 23 24 25 26 27 2s 2s 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 so Section 2.02. Redem�tion: Purchase. (A) General. Bonds of any series issued pursuant to this Resolution or any Supplemental Resolution may be subject to optional redemption, to mandatory redemption and prepayment on a scheduled basis, provided that the installments of principal scheduled for scheduled mandatory redemption of Bonds of a particular serie; and maturitv shall be reduced, pro rata �s�;�a�:;�s��z�s�?;':=.:�'�e:�f exterit tFie Borids`of `tTiaE series'"arid inaturi£y T�ave been or will be optionally redeemed by the City, in whole or part, prior to or on the date scheduled for payment of the specified principal amount on the dates and at the redemption prices specified in Section 3.05 (with respeCt to the Series 1996D Bonds) or in the applicable Supplemental Resolution (with respect to Additional Bonds). Redemption may be in whole or in part of the Bonds subject to prepayment; provided that there shall be no reduction of the amount scheduled for redemption on a mandatory redemption date except to the extent Bonds of the maturity to be redeemed have been optionally redeemed or will be optionally redeemed on the scheduled redemption date as provided above, and except that the City may, at its option, purchase Bonds of the maturity to be redeemed and upon cancellation thereof apply the principal amount purchased and cancelled as a credit against the principal amount to be redeemed. (B) Partial Redemption. If optional 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. If only part of the Bonds having a common maturity date are called for prepayment, the Bonds may be prepaid in $5,000 increments ot principal (or, in the case of Capital Appreciation Bonds, in increments of Accreted Value) and the speci£ic Bonds to be prepaid shall be chosen by lot by the Bond The or 327283.Red V8 to V5; 8/28/96 11 �,�- �o��- 1 2 3 4 5 s 7 & 9 10 11 t2 13 14 15 1s t7 1s 19 20 21 � 23 24 25 26 27 28 2s 30 31 32 33 � 35 36 37 38 39 40 41 42 � 44 45 46 47 48 49 50 Registrar as hereinafter provided. 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. (C) Request for Redemption. The Bond Registrar shall call Bonds for redemption and payment as herein 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, the redemption date and the redemption price. (D) Notice. Mailed notice of redemption shall be given to the paying agent (if other than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give written notice in the name of the City of its intention to redeem and pay such Bonds at the office of the Bond Registrar. Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be redeemed, at the address appearing in the Bond Register; provided that if a Letter of Representations contains other or different requirements for delivery to a Depository, then the provisions of the Letter of Representations shall be followed for that Holder. All notices of redemption shall state: (a) (b) the redemption date; the redemption price; (c) if less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts or Accreted Values) of the Bonds to be redeemed; (d) that on the redemption date, the redemption price will become due and payable upon each such Bond, and that interest thereon shall cease to accrue from and after said date; and (e) the place where such Bonds are to be surrendered for payment of the redemption price (which shall be the office of the Bond Registrar). Section 2.03. Bond Registrar. The Treasurer of the City is appointed to act as bond registrar and transfer agent with respect to the Series 1996D Bonds and all Additional Bonds 327283.Red V8 to V5; 8/28/96 1 2 �lC�- �o �a- 1 (the "BOnd Registrar"), and shall so act for all Bonds unless and 2 until a successor or different Bond Registrar is duly appointed 3 for all Bonds or for any series of Bonds. Different persons or a entities may be appointed to act as Bond Registrar or as a s successor Bond Registrar for different series of Bonds, but only s one person or entity shall be Bond Registrar for each series of 7 Bonds at any time. A successor or different Bond Registrar shall 8 be an officer of the City or a bank or trust company eligible for 9 designation as bond registrar pursuant to Minnesota Statutes, 10 Chapter 475, and may be appointed pursuant to any contract the ii City and such successor or different Bond Registrar shall execute �2 which is consistent herewith. The Bond Registrar shall also 13 serve as paying agent unless and until a successor paying agent ia is duly appointed. Principal and interest on the Bonds shall be i5 paid to the Holders (or record holders) of the Bonds in the is manner set forth in the forms of Bond and Section 2.08 of this 1� Resolution or, with respect to any Additional Bonds, the 1a Supplemental Resolution applicable thereto. is 20 21 22 23 24 25 2s 27 28 2s 30 31 32 33 34 35 36 37 3S 39 40 41 42 43 44 45 46 47 a8 4s s0 Section 2.04. Execution and Delivery: Application of Proceeds. 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 unCil delivery. The Bonds when so prepared and executed, shall be delivered by the Director, Department of Finance and Management Services, to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. Section 2.05. Authentication; Date of Regi5tration. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form set forth on the form of Bond, shall have been duly executed by an authorized representative of the Bond Registrar. 327283.Red V8 to V5; 8/28/96 13 G(,�- ��1�- 1 2 3 4 s s 7 8 9 io 11 12 13 t4 15 ts 17 18 1s 20 21 � 23 24 25 2s 27 28 29 30 31 32 33 � � 36 37 3S 39 40 a1 a2 43 44 45 46 a� 4s 4s so Certificates of Authentication on different Bonds need not be signed by the same person. The Bond RegisCrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated. For purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as the date of registration the date of original issue, which date is specified in Section 3.02 for the Series 1996D Bonds and shall be as specified in the applicable Supplemental Resolution for each series of Additional Bonds. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution. Section 2.06. Registration: Transfer; Exchange. 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. All Bonds surrendered upon any exchange or transfer provided for in this Resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City. A11 Bonds delivered in exchange for or upon transfer of Bonds shall be valid special obligations of the City evidencing the same debt, and entitled to the same benefits under this Resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the holder thereof or his, her or its attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonahle regulations of the City contained in any agreement with, or notice to, the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. 327283.Red VS to V5; 8/28/96 14 ��, �C�\2- 1 Section 2.07. Riahts Upon Transfer or Exchanqe. Each 2 Bond delivered upon transfer of or in exchange for or in lieu of 3 any other Bond shall carxy all the rights to interest accrued and 4 unpaid, and to accrue, which were carried by such other Bond. s 6 Section 2.08. Interest Pavment; Record Date; Princi�al 7 Payment Date. 8 9 (A) The Interest Payment Dates for all series of Fixed Rate to Bonds shall be June 1 and December 1 of each year from the date 71 of issuance thereof until maturity unless different Interest 12 13 14 15 16 17 1a 19 20 21 � 23 24 25 2s 27 2s 29 30 31 32 � 34 � 36 37 38 39 40 41 42 43 44 45 46 47 as 49 50 Payment Dates are specified in the Supplemental Resolution authorizing the issuance of such series of Fixed Rate Bonds_ Interest on any Global Certificate shall be paid as provided in the first paragraph thereof, and interest on any Non- Global Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the City maintained by the Bond Registrar, and in each case at the address appearing thereon at the close of business on the fifteenth (15th) i3a�;>�s;��;��e calendar da� �tit�;��:�� preceding such Interest :::. .:............. . Payment�TSate �the "Regular RecorcT�Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior to the Special Record Date. If so provided in this Resolution or in a Supplemental Resolution, interest may be paid to the Holder of a specified principal amount (or larger principal amount) of bonds of a particular series, at such Holder's option, by wire transfer to an account specified in writing by such Holder, which account must be maintained in a United States office or branch of a commercial bank, thrift institution or other financial institution. The Principal Payment Date for all series of Bonds shall be June 1 of each year, beginning on the June 1 specified herein (for the Series 1996D Bonds) or in a Supplemental Resolution (for each series of Additional Bonds) unless a different Principal Payment Date is specified in a Supplemental Resolution authorizing the issuance of a series of Additional Bonds. Nothing in this paragraph or otherwise in this Resolution shall be construed to limit the right of the City to schedule principal to become due as term bonds subject to scheduled 327283.Red VS io V5; 8/28/96 1S ��-fo�a 1 mandatory redemption 2 require the City to 3 during the term of a 4 s s 7 a 9 io 11 12 13 14 �5 16 17 18 79 20 21 22 23 24 25 2s 27 2s 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 4s 4s from sinking fund installments, or to schedule principal to become due in each year specific series of Bonds. (B) All parity lien bonds shall have a June 1 maturity or maturities and shall have semiannual interest payments on June 1 and December 1 in each year; provided that interest payments may be more frequent than semiannually or on dates other than June 1 and December 1 if such interest is paid in fu11 only if at the time of payment the interest deposits into the Bond Account for interest payments on June 1 or December 1, as appropriate, on other bonds are current, and any insufficiency in interest on all parity bonds is allocated proportionately in each six-month period ending June 1 or December 1, as appropriate. SeCtion 2.09. Holders; Treatment of Registered Owner; Consent of Holders. (A) For the purposes of all actions, consents and other matters affecting Holders of Bonds issued under this Resolution, as from time to time supplemented, 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. (B) The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond £or the purpose of receiving payment of principal of and premium, i£ any, and interest (subject to the payment provisions in Section 2.08) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. (C) Any consent, request, direction, approval, objection or other instrument required by this Resolution, as supplemented, to be signed and executed by the Holders may be in any number of concurrent writings of similar tenor and must be signed or executed by such Holders in person or by agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Resolution, as supplemented, and sha11 be 327283.Red VS to V5; 8/28/96 16 Gl�� {o��- 1 2 3 4 s s 7 8 s to 11 t2 l3 14 15 ts �� 1s is 20 21 22 23 24 25 2s 27 28 29 30 31 32 33 34 � 36 37 38 39 conclusive in favor of the City with regard to any action taken by it under such request or other instrument, namely: (1) The fact and date o£ the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him or her the execution thereof, or by an affidavit of any witness to such execution. (2) Subject to the provisions of subsection (A), above, the fact of the ownership by any person of Bonds and the amounts and numbers of such Bonds, and the date of the holding of the same, may be proved by reference to the bond register. Section 2.10. Supplemental Resolutions - Override. Notwithstanding any provisions herein to the contirary, a Supplemental Resolution authorizing the issuance of Additional Bonds may modify the Cerms of those Additional Bonds, and the prescribed form thereof, in a manner inconsistent with this Article II, and in such case the terms of the Supplemental Resolution shall control as to the related series of Additional Bonds; provided, however, that the terms o£ the Supplemental Resolution may not be such as to materially prejudice the interests of the Holders of Bonds then outstanding in the opinion of the City's bond counsel; provided that: (A) a Supplemental Resolution authorizing the issuance of Additional Parity Bonds or Refunding Bonds as permitted by Article VI hereof; and 6.02; (B) a Supplemental Resolution permitted by Section shall be eonclusively deemed to be a Supplemental ResoluCion which does not materially prejudice the interests of the Holders of Bonds then outstanding. 327283.Red V8 to V5; 8/28/96 1 � , a�_ �o,� PART B- THE GLOBAL CERTIFICATfiS 2 3 Section 2.11. Description of the Global Certificates 4 and Global Book-Entry System. Upon their original issuance the 5 Bonds may be issued in the form of a single Global Certificate s for each maturity, deposited with the Depository by the Purchaser 7 and immobilized as provided in Section 2.12. No beneficial 8 owners of interests in the'Bonds will receive certificates s representing their respective interests in the Bonds except as to provided in Section 2.12. Except as so provided, during the ternt 11 of the Bonds, beneficial ownership (and subsequent transfers of 12 beneficial ownership) o£ interests in the Global Certificates �3 will be reflected by book entries made on the records of the 1a Depository and its Participants and other banks, brokers, and t5 dealers participating in the National System. The Depository's 1s book entries of beneficial ownership interests are authorized to 1� be in increments of $5,000 of principal of the Bonds (or, in the �$ case of Capital Appreciation Bonds, in increments of Accreted 1s Value or in increments of $5,000 Accreted Value at maturity), but 2o not smaller increments, despite the larger authorized 21 denominations of the Global Certificates. Payment of principal 22 of, premium, if any, and interest on the Global Certificates will 23 be made to the Bond Registrar as paying agent, and in turn by the 2a Bond Registrar to the Depository or its nominee as registered 2e owner of the Global Certificates, and the Depository according to 26 the laws and rules governing it will receive and forward payments 2� on behalf of the beneficial owners of the Global Certificates. 2s 2s 30 31 32 33 34 35 36 37 3s 39 40 41 42 43 44 45 46 47 4s 4s so Payment of principal of, premium, if any, and interest on a Global Certificate may, in the City's discreCion, be made by such other method of transferring funds as may be requested by the Holder of a Global Certi£icate. SeCtiOn 2.12. Pursuant to the request of the Purchaser to the Depository, immediately upon the original delivery of the Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds 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 Purchaser and subsequent bondowners. The Depository or its nominee will be the sole holder of record of the Global Certificates and no investor or other party purchasing, selling or otherwise transferring ownership of interests in any Bond is to receive, hold or deliver any G1oba1 Certificates so long as the Depository holds the Global Certificates immobilized from circulation, except as provided below in this Section and in Section 2.15. 327283.Red V8 to V5; 8/28/96 1 8 ��' �oi2- Global Certificates evidencing the Bonds may not, after their original delivery, be transferred or exchanged except: (i) Upon registration of transfer of ownership of a Global Certificate, as provided in Sections 2.06 and 2.15, (ii) To any successor of the Depository {or its nominee) or any substitute depository (a "Substitute Depository") designated pursuant to clause (iii) of this subparagraph, provided that any successor of the Depository or any Substitute Depository must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended, (iii) To a Substitute Depository designated by and acceptable to the City upon (a) the determination by the Depository that the Bonds shall no longer be eligible for its depository services or (b) a deCermination by the City that the Depository is no longer able to carry out its functions, provided that any substitute depository must be qualified to act as such, as provided in clause (ii) of this ��ga�a�k ;Sig��,�'�A�, or (iv) To those persons to whom transfer is requested in written transfer instructions in the event that: (a) the Depositoxy shall resign or discontinue its services for the Bonds and the City is unable to locate a Substitute Depository within two (2) months following the resignation or determination of non-eligibility, or (b) the City determines in its sole discretion that (1) the continuation of the book- entry system described herein, which precludes the issuance of certificates (other than Global Certificates) to any Holder other than the Depository (or its nominee), might adversely affect the interests 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, in either of which events the City shall notify Holders of its determination and of the availability o£ certificates (the "Replacement Bonds") to Holders requesting the same and 327Z83.Red VS to V5; 8/28/96 1 9 � � -f,a��-- t the registration, transfer and exchange of such Bonds will 2 be conducted as provided in Sections 2.18 and 2.06. a In the event of a succession of the Depository as may s be authorized by this �g13 �e��:��csz�, the Bond Registrar upon s presentation of Global Certificates sfiall register their transfer � to the substitute or successor depository, and the substitute or s successor depository shall be treated as the Depository for all s puxposes and functions under this resolution. The Letter of io Representations shall not apply to a Substitute Depository unless t1 the City and Substitute Depository so agree, and a similar �2 agreement may be entered into. 13 14 is 16 17 t8 is 20 21 � 23 24 25 26 27 28 2s 30 31 32 � 34 35 36 37 38 39 4D 41 42 � 44 45 46 47 48 49 so Section 2.13. Redemption - Global Certificates. Upon a reduction in the aggregate principal amount of a Global Certificate, the Holder may make a notation of such redemption on the panel provided on the Global Certificate stating the amount so redeemed, or may return the Global Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for reference only, and may not be relied upon by any other person as being in any way determinative of the principal amount of such Global Certificate outstanding, unless the Bond Registrar has signed the appropriate column of the panel. For the purposes of giving notice in accordance with Section 2.02, the "Holder" of Global Certificates shall be the Depository or its nominee if the Global Certificates are then registered in the name of the Depository or its nominee. Notices to the Holder shall contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such notice to the Depository on the business day next preceding the date of mailing of such notice to all other Holders. Section 2.14. Form of Bond - Global Certificates. Global Certificates, together with the Certificate of Registration, the Register of Partial Payments, the form of Assignment and the registration information thereon, shall be substantially the form of Ezchibit A hereto (except as may be otherwise provided in the applicable Supplemental Resolution) may be typewritten rather than printed. The in and Section 2.15. Re4istration: Transfer: Exchange -Global Certificates. A 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 327283.Red V8 to V5; 8/28/96 2 Q a�-��a 1 registration opposite the name of the payee in the certificate of 2 registration on the Global Certificate; provided however, that a 3 Global Certificate may not be registered in blank or in the name 4 of "bearer" or similar designation. Thereafter a Global 5 Certificate may be transferred by delivery with an assignment s duly executed by the Holder or his, her or its legal 7 representative, and the City and Bond Registrar may treat the 8 Holder as the person exclusively entitled to exercise all the 9 rights and powers of an owner until a Global Certificate is to presented with such assignment for registration of transfer, �1 accompanied by assurance of the nature provided by law that the �2 assignment is genuine and effective, and until such transfer is 13 registered on said books and noted thereon by the Bond Registrar, ta all subject to the terms and conditions provided in �e ��s 15 Resolution and to reasonable regulations of the City contairied in 16 any agreement with, or notice to, the Bond Registrar. Section 1� 2.06 shall also apply to the registration, transfer and exchange 1S 19 20 21 � 23 24 25 2s 27 26 29 30 31 32 33 of Global Certificates. Global Certificates may not be exchanged for Global Certificates of smaller denominations except as provided in Section 2.13 upon a partial redemption. Transfer of a Tax-Exempt Bond which is a Global Certificate may, at the direction and expense of the City, be subject to other restrictions if required to qualify the Global Certificates as being "in registered fonn" witnin the meaning of Section 149(a) of the °��^°-, T�`^ ^�-,�-..� Code e€ �985; as 3�2� . If a Global Certificate is to be exchanged for one or more Replacement Bonds, all of the principal amount of the Global CertiEicate shall be so exchanged. 327283.Red VS to V5; 8J28J96 2 1 � �- �0��- 1 PART C- THE NON-GLOBAL BONDS 2 3 Section 2.16. Redemption - Non-Global Bonds. To 4 effect a partial redemption of Non-Global Bonds having a common s maturity date, the Bond Registrar prior to giving notice of s redemption shall assign to each Non-Global Bond having a common 7 maturity date a distinctive number for each $5,000 of the s principal amount (or, in the case of Capital Appreciation Bonds, 9 Accreted Value at maturity) of such Non-Global Bond. The Bond 10 Registrar shall then select by lot, using such method of , 11 selection as it shall deem proper in its discretion, from the �2 numbers so assigned to such Non-Global Bonds, as many numbers as, 13 at $5,000 for each number, shall equal the principal amount (or �a Accreted Value }��;:��s��;`��z�; of such Non-Global Bonds to be -.... , 15 redeemed. The Non-Glo�a1 Borids to be redeemed shall be the Non- 16 Global Bonds to which were assigned numbers so selected; �7 provided, however, that only so much of the principal amount of �$ each such Non-Global Bond of a denomination o£ more than $5,000 19 (or more than $5,000 Accreted Value at maturity) shall be 2o redeemed as shall equal $5,000 of principal amount (or Accreted 2� Value at maturity) for each number assigned to it and so � selected. 23 24 25 2s 27 28 29 30 31 32 33 34 35 36 37 38 39 40 49 42 43 44 45 46 a� 4s 4s so If a Non-Global 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 Non-Global Bond, without service charge, a new Non-Global Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. SeCtion 2.17. Form of Bond - Non-Global Bonds If the City has notified the Holders of Global Certificates that Replacement Bonds have been made available as provided in Section 2.12, then for every Bond thereafter transferred or exchanged the Bond Registrar shall deliver a certificate in the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global Certificate shall not otherwise be required to exchange the Global Certificate for one or more Replacement Bonds since the City recognizes that some Holders 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 global book-entry form. Replacement Bonds, and all Bonds issued as Non-Global Bonds, together with the Bond Registrar's 327283.Red V8 to V5; 8/28/96 2 2 �i � - �� i�- 1 Certificate of Authentication, the form of Assignment and the 2 registration information thereon, shall be in substantial].y the 3 foxm of E�iibit B hereto (e�ccept as may be otherwise provided in a the applicable Supplemental Resolution). 5 s Section 2.18. Reaistration; Transfer; Exchange - Non- � Global Bond. Upon surrender for transfer of any Non-Global Bond s at the principal office of the Bond Registrar, the City shall 9 execute (if necessary), and the Bond Registrar sha11 io authenticate, insert the date of registration (as provided in t� Section 2.05) of, and deliver, in the name of tYie designated 12 transferee or transferees, one or more new Non-Global Sonds of �3 any authorized denomination or denominations of a like aggregate 1a principal amount, having the same stated maturity and interest 15 rate, as requested by the transferor; provided, however, that no ts Bond may be registered in blank or in the name of "bearer" or t� similar designation. 1a ts At the option of the Holder of a Non-Global Bond, such 2o Bonds may be exchanged for Non-Global Bonds of any authorized 2� denomination or denominations of a like aggregate principal 22 amount and stated maturity, upon surrender of the Non-Global 23 Bonds to be exchanged at the principal office o£ the Bond 2a Registrar. Whenever any Non-Global Bonds are so surrendered for 2s exchange, the City shall execute (if necessary), and the Bond 26 Registrar shall authenticate, insert the date of registration of, 27 and deliver the Non-Global Bonds which the Holder making the 29 exchange is entitled to receive. Section 2.06 shall also apply 29 to the registration, transfer and exchange of Non-Global Bonds. 327283.Red 2 3 V8 to V5; 828/96 ��_(o�� PART D- OTHER BOND PROVISIONS Section 2.19. Variable Rate Bonds: Ad'Zustable Rate Bonds. (A) A Supplemental Resolution may provide that a series of Bonds be issued as Variable Rate Bonds or as Adjustable Rate Bonds. In that case, the form of bond for a series of Variable Rate Bonds or Adjustable Rate Bonds shall be varied from the forms of bond attached hereto as Exhibits A and B, as appropriate, to include therein provisions with respect to the rate of interest to be borne from time to time by such series of Variable Rate Bonds or Adjustable Rate Bonds, to provide for the conversion of a series of Variable Rate Bonds or Adjustable Rate Bonds to Sixed Rate Bonds, and, if applicable, to provide for the mandatory purchase or purchase of Variable Rate Bonds or Adjustable Rate Bonds upon demand by a Holder thereof, or otherwise, as appropriate. (B) I£ necessary to obtain an investment grade rating for a series of Variable Rate Bonds or Adjustable Rate Bonds, or to maintain the rating or ratings then in effect for other series of outstanding Bonds, the City shall obtain a Credit Facility. (C) If and as further provided in the Supplemental Resolution authorizing the issuance of a series of Variable Rate Bonds or Adjustable Rate Bonds, the City shall appoint a member of the National Association of Securities Dealers (a "Remarketing Agent") to remarket the Variable Rate Bonds or Adjustable Rate Bonds from time to time, and to perform such other duties as the City shall deem necessary or advisable, which duties may include detexminations from time to time of the rate of inCerest to be borne by such series of Variable Rate Bonds or Adjustable Rate Bonds. Each such Remarketing Agent shall be appointed pursuant to the applicable Supplemental Resolution, and the City shall enter into an agreement with such Remarketing Agent specifying the duties and obligations of the Remarketing Agent, and providing for compensation to the Remarketing Agent. (D) On the date of original issuance of a series of Variable Rate Bonds, there sha11 be deposited in the Bond Account the Minimum Variable Rate Interest Amount for such series of Variable Rate Bonds. No similar deposit shall be required in connection with the issuance of a series of Adjustable Rate Bonds, unless such a deposit is necessary in order to maintain the rating or ratings then in effect for other Sonds then outstanding. (E) The provisions of this Resolution, as from Cime to time supplemented, pertinent to Variable Rate Bonds or Adjustable Rate Bonds shall apply only for so long as such Bonds bear interest 327283.Red 2 4 H8 to V5; 8/28(96 � �- �° �a" 1 subject to redetermination as provided therein and in the 2 applicable Supplemental Resolution. From and after the date on 3 which such Bonds become obligations which bear interest at a a single numerical rate for their remaining term, such Bonds shall s be deemed Fixed Rate Bonds subject only to the provisions hereof s applicable to Fixed Rate Bonds. 7 s Section 2.20. Capital Appreciation Bonds. 9 to (A) A Supplemental Resolution may provide that a series of t� Bonds, or any portion thereof, may be issued as Capital 12 Appreciation Bonds, in which case the Supplemental Resolution 13 authorizing the issuance of the Capital Appreciation Bonds and i4 the £orm of Bond shall include therein appropriate provisions is with respect to the accrual and compounding of interest and other 1s provisions determined to be necessary or desirable by the City. t� The Supplemental Resolution shall further specify the Accreted ia Value of such Capital Appreciation Bonds as of specified dates �s from the date of issue to maturity. The forms of Bond attached 2o hereto as Exhibits A and B shall be modified as necessary to 21 include provisions required for Capital Appreciation Sonds. 22 23 2a 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 ao 41 a2 43 44 4.5 46 47 48 4s 50 (B) For the purposes o£ payment and redemption and of any actions, consents or other matters affecting the Holders of Bonds, the principal amount of any Capital Appreciation Bond on the appropriate date shall be its Accreted Value as of the most recent date of determination. (C) If so provided in the applicable Supplemental Resolution, Capital Appreciation Bonds may be issued on terms which provide for the payment of interest thereon periodically after a specified date. After such date, if any, such Bonds shall be treated as Fixed Rate Bonds. Section 2.21. Credit Facilities. Nothing in this Resolution or any Supplemental Resolution shall be construed to limit the right of the City to obtain a Credit Facility for the benefit of the Holders of all or any portion of any series of Bonds issued hereunder. The terms and conditions for each such Credit Facility shall be set forth in the applicable Supplemental Resolution and in the related Credit Agreement. Each Credit Facility shall be held by the City tor a Fiduciary acting for the benefit of the City and Holders of Bonds) for the sole and exclusive benefit of the Holders of the Bonds secured by such Credit Facility, and such Credit Facility shall not be an asset available for the benefit of any other Holders of Bonds. Section 2.22. Mandatory Purchase: Tender. The Bonds of any series may be subject to mandatory purchase by the City on a specified date or dates, or may be subject to purchase upon 327283.Red VS to V5; 8/28/96 2� � �- ��- t tender thereof by the Holders on a specified date or dates. The 2 dates on which Bonds of a series shall be purchased, or may be s tendered for purchase, shall be set forth in the related a Supplemental Resolution and in the form of such Bonds (and the 5 €e� ��as of Bond attached hereto as Exhibits A and�B shall be 6 modified'accordingly). I£ the Supplemental Resolution 7 contemplates that the Bonds shall be remarketed upon purchase or 8 tender for purchase, the City shall make appropriate arrangements 9 with a member of the National Association of Securities Dealers 10 for remarketing o£ the Bonds, and for related services which may �1 include redetermining the rate of interest to be borne by such �2 Bonds from time to time or upon remarketing. The City may also i3 retain the services of an independent entity to make such 1a interest rate determinations. The City may retain the services 75 of a Fiduciary in Connection with the purchase or tender of Bonds is and the payment of the purchase price thereof, including payment t� from the proceeds of a Credit Facility. 18 1s 20 21 � 23 24 25 2s 27 2s 29 � 31 32 33 34 35 36 37 38 39 Any moneys held or accumulated by the City to fulfill its obligation to purchase Bonds shall be held in a separate account which is not part of the Funds, and the Holders of the Bonds, other than the Holders of the series of Bonds to which such account relates, shall have no claim thereon. 327283.Red 2 6 V8 ta V5; 8f28f96 If and to the extent the City is required to segregate or otherwise set aside moneys from Revenues in connection with an obligation of the City to purchase Bonds upon tender or demand, such obligation shall be expressly subordinated to the City's obligation to pay debt service when due on all Bonds outstanding. �(�-� 1 ARTICLFs III 3 TFiE SERIES 1996D BONDS 5 6 Section 3.01. Delecration to Pricing Committee to 7 Accept Offer; Purchase Aareement. The City Council hereby 8 delegates to the Director, Department of Finance and Management s Services, the Budget Director and the City Treasurer 10 (collectively, the "Pricing Committee"), the authority to accept 71 the offer of Miller & Schroeder Financial, Inc., and Piper . ::. ......, 12 Jaffray Inc. (jointly, the "Purchaser" } ��:i<t��`z��:;::�;��`�� ........ ,...: _ .�.._ .___. _.. 13 T�Cx�ii3s�" to purchase the Series 1996D Bonds, in accorciance wi�h the «>...,<..:.,....,�. ........................:......:. , 1a Purcl�ase ^--�� i :,e�`at�t;t; (the "PUrchase Agreement") ; provided _: _.�.,..m..� is that the aggregate principal amount of the Bonds shall not exceed 16 $4,200,000, the final maturity year shall be not later than 2018, t� the net effective interest rate shall not exceed 6.75o per annum, ta and the discount shall be not more than 1.25°s. Upon 1s establishment of the terms of the Bonds, the Mayor, Clerk, and 20 Director, Department of Finance and Management Services, are 2i authorized and directed to execute and deliver the Purchase 22 Agreement in substantially the form submitted to this Council, 23 with such change5, modifications, additions and deletions as 24 shall be necessary and appropriate and approved by the City 25 Attorney. Execution by such officers of the Purchase Agreement 2s shall be conclusive evidence as to the necessity and propriety of 2� changes and their approval by the City Attorney. 2a 2s 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 Section 3.02. The Series 1996D Bonds - General The Series 1996D Bonds shall be titled "Recreational Facilities Gross Revenue Bonds, Series 1996D", shall be dated September 1, 1996, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds in the form of Global Certificates unless and until Replacement Bonds are made available as provided in Section 2.12. The Series 1996D Bonds shall be numbered from R-1 upward. The Global Certificates for the Series 1996D Bonds shall each be in the denomination of the entire principal amount maturing on a single date, or, if a portion of said principal amount is prepaid, said principal amount less the prepayment. Replacement Bonds, if issued as provided in Section 2.12, shall be in the denomination of $5,000 each or in any integral multiple thereof,of a single maturity. The Series 1996D Bonds shall mature t3�':;=�_:'::&€t�i�:�e�'�t�?�?>:��t�r�tt3� .... ...............::...:..:.... ::, :,.......;:...:,:>..:.:..:.. � _,. . ;. ��de�i`��:ti� on June 1 in the years 199�$ � througIi 2018 � 3.ri sucYi a�ne� ° ��tt;es;�3�i�s as are agreed to by the Pricing Committee pursuant to Sectiori`�":61 ��. 327283.Red VS to V5; 8/28/96 2 7 ��- �o�� t 2 3 4 s s 7 s s 10 11 12 13 14 15 16 17 t8 ts 20 21 22 23 24 zs 2s 27 2s 2s 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 The Series 1996D Bonds shall be issued as Tax-Exempt Bonds to which all Tax-Exempt Bond provisions and covenants herein sha11 apply. Section 3.03. Purgose. The Series 1996D Bonds shall be issued to provide funds to pay or reimburse for the cost of acquiring and bettering the Rice and Arlington Project as an improvement to the Parks and Recreation System of the City, to fund the Reserve Requirement with respect to the Series 1996D Bonds, to pay capitalized interest on the Series 1996D Bonds and to pay the costs of issuance thereof, with any excess to be used for any other purpose permitted by law. The proceeds of the Series 1996D Bonds shall be deposited in the Accounts in the Rice and Arlington Sports Dome Fund as provided in Article IV. The total cost of the Rice and Arlington Project financed by the issuance of the Series 1996D Bonds, including all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Series 1996D Bonds less the amounts deposited in the Reserve Account or disbursed to pay costs of issuance of the Series 1996D Bonds. Work on the Rice and Arlington Project has proceeded or shall proceed with due diligence to completion. Section 3.04. Interest. `Phe Series 1996D Bonds shall be Fixed Rate Bonds, and shall bear interest payable semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"), commencing December 1, 1996, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum for each of the maturity years of the Series 1996D Bonds as agreed to by the Pricing Committee pursuant to Section 3.01 M...�..�...F xxc�vr . Section 3.05. Redemption_ (A) O�tional Redemption. All Series 1996D Bonds maturing err-a� after June 1, �S �:Ci'El4, shall be subject to redem tion and .,;:: .... �,<,,::_ ::...... ....<.-,. prepayment at the, option of �the City on 3�—�, z80i�� =S€i�3i;��c.,-� a��;t�� any date thereafter at a price of par plus accrued` " iriterest plus a premium (e�cpressed as a percentage of the principal amount redeemed) set forth below: RedemAtion Dates June l, 2004, through May 31, 2005 June 1, 2005, through May 31, 2006 June 1, 2006, and any day thereafter RedemAtion Premium 2% 0 1 0 (B) Scheduled Mandatory R of Sections 2.02, 2.13 and 2.16 ect to the 327283.Red 2 $ V8 to V5; 8/28/96 G��-I��a- �;�;t��x< the Series 1996D Bonds maturing on June 1, 2018, are sub�`ect to redemption and prepayment on each June 1 in the years 2011 through 2017, inclusive, at a price of par plus accrued interest in the amounts agreed to by the Pricing Committee. (C) General Redem�tion Provisions. Redemption may be in whole or in part of the Series 1996D Bonds subject to prepayment. If optional redemption is in part, those Bonds remaining unpaid may be prepaid in such order of maturity and in such amount per , �.. ,.........�... ..,... maturity (treating amounts �f;,�t�i^s�;:��s scheduled for �� ....... . _._ . . , .. . .. .. �ia��s as maturities) as the C3ty shall determiiie.' 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 Non- Global 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. Section 3.06. Deposits to Accounts; Disbursements. The proceeds of the Series 1996D Bonds shall be deposited in the Accounts created by Article IV as follows: (a) to the Reserve Account, the Reserve Requirement; (b) to the Bond Account, the accrued interest and the capitalized interest; (c) to the Construction �� le�Q�rit, the balance of :....::::::.:.::... :. all amounts received upon sale of the Series 1996D Bonds. The '�� amounts deposited in the Accounts as provided above shall be disbursed or applied as provided in Article IV. Section 3.07. Letter of Re�resentations: Other Documents. (A) The Depository for the Series 1996D Bonds shall be The Depository Trust Company pursuant to the Letter of Representations approved below. Pursuant to the request of the Purchaser of the Series 1996D Bonds to the Depository, immediately upon the original delivery of the Series 1996D Bonds, the Purchaser will deposit the Global Certificates representing all of said Bonds with the Depository. The Letter of Representations for the Series 1996D Bonds is hereby confirmed to be the Blanket Issuer Letter of Representations dated April 10, 1996, by the City and received and accepted by The Depository Trust Company. So long as The Depository Trust Company is the Depository or it or its nominee is the Holder of any Global 327283.Red V8 to V5; 8/28/96 z 9 � t� - �� `�- 1 Certificate, the City shall comply with the provisions of the 2 Letter of Representations, as it may be amended or supplemented 3 by the City from time to time with the agreement or consent of a The Depository Trust Company. 5 s (B) The Mayor, Clerk and Director, Department of 7 Finance and Management Services, are hereby authorized and s directed to execute and deliver such other agreements, documents 9 or certificates as may be necessary or desirable to effectuate 10 the purposes of this Resolution, including a Management ii Agreement, upon approval of the form thereof by the City 12 Attorney. The Clerk and other officers of the City are directed i3 to provide to bond counsel, the Purchaser, and others as t4 appropriate, certified copies of this Resolution and other is pertinent proceedings of the City. All certificates provided by 16 the City in connection with the authorization, issuance and 17 delivery of the Series 1996D Bonds shall be deemed 1s representations of the City as to all matters stated therein. 19 20 21 22 23 24 25 26 27 2s 2s 30 31 32 33 � 35 36 37 38 39 40 41 42 43 44 a5 as 47 48 49 50 Section 3.08. No Desiqnation of Oualified Tax-Exempt Obligations. The Series 1996D Bonds, together with other obligations expected to be issued by the City in 1996, exceed in amount those which may be qualified as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, and hence are not designated for such purpose. Section 3.09. Negotiated Sale. The City has retained Springsted Incorporated as an independent financial advisor, and the City has heretofore detennined, and hereby determines, to sell the Bonds by private negotiation to the Purchaser, all as provided by Minnesota Statutes, Section 475.60, Subdivision 2(9) Section 3.10. Continuing Disclosure. The City is an "obligated person" with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule i5c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described, to: A. Provide or cause to be provided to each nationally recognized municipal securities information repository ("NRMSIR") and to the appropriate state information depository ("SID"), if any, for the State of Minnesota, in each case as designated by the Commission in accordance with the Rule, certain annual financial infornlation and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. 327283.Red V8 to V5; 8/28/96 3 4 a�-�b��- � B. Provide or cause to be provided, in a timely 2 manner, to (i) each NRMSIR pr to the Municipal Securities 3 Rulemaking Board ("MSRB") and (ii) the SID, notice of the 4 occurrence of certain material events with respect to the 5 Bonds in accordance with the Undertaking. � 7 8 9 10 tt 12 C_ Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information with respect to the City described in the IIndertaking. 13 The City agrees that its covenants pursuant to the Rule ta set forth in this Section and in the Undertaking are intended to 15 be for the benefit of the Holders of the Bonds and shall be is enforceable on behalf of such Holders; provided that the right to t� enforce the provisions of these covenants shall be limited to a ts right to obtain specific enforcement of the City's obligations 1s under the covenants. 20 21 22 23 24 25 26 27 2s 29 30 31 32 33 34 35 36 37 38 The Mayor and Director, Department of Finance and Management Services, or any other officers of the City authorized to act in their stead (the "Officers"), are hereby authorized and direoted to execute on behalf of the City the i3ndertaking in substantially the form presented to the City Council, subject to such modifications thereof or additions Chereto as are (i) consistent with the requirements under the Rule, (ii) required by the Purchaser, and (iii) acceptable to the Officers. 327283,Red VS to V5; 8/28)96 3 1 G�-��a- t ARTICLE IV 2 3 FUNDS AND ACCOI7NTS 6 Section 4.01. Funds and Accounts. 7 8 (A) Existina Funds. For the payment of principal of 9 and interest on the Bonds, there are hereby recognized six (6) 10 separate funds of the City's Division of Parks and Recreation �� heretofore created, to be maintained and operated as provided 12 herein until all of the Bonds are fully paid and retired, as 13 follows, identified by their current City budget and accounting ia fund numbers and names: 1s 16 17 18 19 20 21 � 23 24 25 2s 27 28 2s 30 31 32 33 34 35 36 37 38 39 40 a1 42 � 44 45 46 47 48 4s 50 1 2 3 4 5 6 Midway Stadium Watergate Marina Supply and Maintenance Special Recreation Activities Parks Grants and Aids These Funds shall be operated in accordance with the City's past practices, except as to the use of Revenues for the payment or security of the Bonds and except as provided in this Resolution and any Supplemental Resolution. The City may reorganize its budget and accounting system, rename and renumber its funds and accounts, or transfer specific activities from or among the Funds or to other funds and accounts, but the specific activities associated with the above six Funds by the City�s past practices shall wherever accounted for be activities relating to the Parks and Recreation System and the fund in which the activity is budgeted and accounted shall as to such activity be a Fund subject to this Resolution. See also the covenant set forth at Section 5.01(F). (B) Rice and Arlinaton Sports Dome Fund. For the convenience and proper administration of the proceeds from the sale of the Bonds and for the payment of the principal of and interest on the Bonds, there is hereby created and established a separate fund of the City to be maintained and operated as provided herein until all of the Bonds are fully paid and retired, entitled the "Rice and Arlington Sports Dome Fund", with the Accounts therein created and established by this Article IV, specifically Sections 4.02, 4.03(C), 4.04 and 4.05. (C) Funds Not Included. The following eleven (il) separate funds of the City or the City's Division of Parks and Recreation are not Funds and Accounts as defined in this Fund 325, Enterprise Fund 334, Fund 330, Fund 370, Fund 391, Fund 860, Parks and Recreation Special Services 327283.Red 3 2 V8 to V5; 8/28/96 ��- (,�tz- 7 Resolution, nor a 2 Recreation System 3 their current Cit 4 5 1. 6 2. 7 3. 8 4. s 5. 10 6. 11 7 . 12 13 1a 15 16 77 78 is 20 2t � 23 24 25 26 27 28 2s 30 31 32 33 aa 35 36 37 38 39 40 41 42 43 44 a5 46 47 4s 4s so 8 9 10 11 re their activities part of the Parks and as de£ined in this Resolution, identified by y budget and accounting fund numbers and names: Fund 001, Fund 365, Fund 398, F`und 380, Fund 394, Fund 307, fund 399, Fund 388, Fund 729, Fund 361, Fund 742, General Fund Parks and Recreation Special Projects Recreation Center £snterprise Account Zoo Animals Municipal Athletic Associations Community Education Program Charitable Gambling Distributions Town Square Park Parks and Recreation Private Donations Japanese Garden Trust Hiller/Lois Hoffman Memorial In any reorganization, renaming, renumbering or transfer of activities as set forth in Section 4.01(A), the activities associated with the eleven (11) funds above in this Subsection (C) by the City's past practices shall wherever accounted for be activities not relating to the Parks and Recreation System and the fund in which the activity is budgeted and accounted shall as to such activity not be a Fund subject to this Resolution. (D) Other Fund5 and Accounts. Resolution may identify funds and account Accounts as defined in this Resolution an part of the Parks and Recreation System a Resolution. Section 4.02. Construction Account. A Supplemental s which are Funds and d activities which are s defined in this (A) There is hereby created and established a"Rice n ,: :.... and Arlington Sports Dome Construction Account ;_I:�`�"f�:�'��3':;�:r3 .:.�::<:,;.<.,:�..; :.<._<.,.. ...,..:< :....::. ...:...::..<.:...::::_;:.,.::::,.:::,„,_.,:: �:::>:. ,_..... > ��x'e`a:�=;::as �� within the `I2ice and ,. � :. ........ . Arlington Sports Dome Fund, into`wli'ich there shall be paid the proceeds from the sale of each series of Bonds, less the sum of {1) any premium, unused discount '-��—�a:•� and accrued interest paid by the Purchaser upon delivery, (2) the amount capitalized for the Reserve Account, and (3) capitalized interest deposited in the Bond Account. A separate subaccount shall be created and established within the Construction Account in which shall be deposited the proceeds of any specific series of Bonds, if the Supplemental Resolution authorizing the issuance of such series requires such a separate subaccount. From the Construction Account (or, if applicable, from a separate subaccount �;- ��:}; shall be paid all costs of the Improvements to be firiarice3 by the Bonds, including legal, engineering, financing and other such expenses incidental thereto. There shall also be paid from the Construction Account the costs o£ issuance of each 327283.Red vs to vs; slzsr46 3 3 �4� ��'�� series of Bonds. The City may transfer from the Construction Accovnt to the Bond Account, monthly, amounts required to provide for the payment of interest on a series of Bonds during the period of construction of the Improvements financed by such series of Bonds, and in such case the amount so transferred shall be credited against amounts otherwise reguired to be transferred pursuant to Section 4.03(A) "First"; provided, however, that any amount of the proceeds of such series of Bonds deposited in the Bond Account upon issuance of such Bonds (other than a Minimum Variable Rate Bond Amount) shall be used for that purpose before any transfers are made from the Construction Account. (B) Any excess moneys remaining in the Construction Account upon completion of the applicable Improvements shall be, at the option of the City, applied to the payment of or reimbursement for the costs of any other Improvements, or transferred to the Bond Account. (C) Amounts described in Section " . ^�3--��;- �:.:�.3 �A�;:' "Sixth" (2) shall be deposited in the Construction Accoun£ and applied to pay or reimburse for the costs of Improvements. (D) Except as provided in subsection (E) below, earnings on amounts held from time to time in the Construction Account shall be transferred to the Bond Account. (E) Notwithstanding any provision of this Resolution or any Supplemental Resolution to the contrary, all Excess Earnings shall be transferred from the Construction Account to the Sports Dome Excess Earnings Account at such times and in 5uch amounts as may be required to maintain compliance, as to all Tax-Exempt Bonds, with the covenants expressed in Sections 5.02 and 5.04. Section 4.03. Operation and Maintenance of Parks and Recreation �stem. (A) Into each Fund shall be paid all Revenues associated with the activities of the Parks and Recreation System accounted for in such Fund, upon receipt, except as provided in subseCtion (B) below. Subject to Section 4.03(E), from the Funds there shall be paid or transferred the following amounts in the following order of priority: First, to the Bond Account, monthly, the amounts required to pay the Bonds, as further specified in Section 4.04; Second, in order, first to make payments under an Interest Rate Swap Agreement, second to each Credit 327283.Red V8 to V5; 8/28/96 3 4 ��-� Provider, monthly, the amounts required to be paid to such Credit Provider pursuant to the applicable Credit Agreement, and third to each Fiduciaxy, monthly, the amount of its fees and e�cpenses then due; Third, to the Reserve Account, monthly, the amounts required to maintain the balance on hand therein at the Re5erve Requirement; Fourth, to pay all Current Expenses then due; Fifth, to the Sport Dome Operations Account, monthly, the amount sufficient to maintain the balance on hand therein at the Operating Reserve Amount; and Sixth, to pay any other amount then due with respect to the Parks and Recreation System, including, in any order, (1) amounts required to pay debt service on general obligation debt of the City incurred to finance Improvements, (2) amounts required to pay the costs of any Improvement or major repair not financed by Bonds or other debt, or (3) to make any other payment or transfer authorized by law. (B) Revenues of the kind described in clause (c) of the definition of "Revenues" in Section 1.01 shall be (1) deposited in the Construction Account to pay or reimburse for the costs of Improvements, (2) deposited in the Bond Account to pay the principal of, premiutrir: if any�: and interest on the Bonds, or (3) Cransferred to other acaounts`of the City to pay general obligation debt incurred by the City to pay the costs of Improvements. (C) The "Sports Dome Operations Account" is hereby established and created in the Rice and Arlington Sports Dome Fund, into which shall be deposited the Revenues of the Rice and Arlington Project's sports dome and from which shall be made the payments set forth in Subsection (A) above with respect thereto. The City shall be entitled, but not required, to maintain within the Sports Dome Operations Account an operating reserve, at an amount equal to 45 days' average Current Expenses of the Rice and Arlington Project's sports dome for the preceding Fiscal Year (the "Operating Reserve Amount"). (D) Notwithstanding any provision of this Resolution or any Supglemental Resolution to the contrary, Excess Earnings shall be transferred from the Funds to the Sports Dome Excess Earnings Aacount at such times and in such amounts as may be required to maintain compliance, as to all Tax-Exempt Bonds, with the covenants expressed in SecCions 5.02 and 5.04. 327283.2ed V8 to V5; 8/28/96 3 5 �l� - �� a-- t 2 3 4 5 6 7 S 9 io 11 12 13 14 15 16 17 ta �s 20 21 22 23 24 25 26 27 2s 2s 30 31 32 � 34 35 36 37 3S 39 40 41 42 a3 a4 45 as 47 48 49 so (E? �e payments and transfers required to be made from the Funds by this Section 4.03 shall be made from the Funds in the following order of priority for each o£ the six (6) purposes set forth in subsection (A): first £rom the Rice and Arlington Sports Dome Fund, then from the other Funds in the order presented in Section 4.01(A). Section 4.04. Bond Account. (A) There is hereby created and established a"Rice and Arlington Sports Dome Bond Debt Service Account" (referred to herein as the "BOnd Account") within the Rice and Arlington Sports Dome E'und, into which there shall be credited and to which there is hereby irrevocably pledged from the Revenues of the operation of the Parks and Recreation System, monthly a sum equal t0: (1) for all Fixed Rate Bonds, an amount equal to the sum of (a) one-twelfth (1/12) of the total principal to become due on all Principal Payment Dates for all series of Fixed Rate Bonds during the ensuing twelve (12) months; and (b) an amount equal to one-sixth (1/6) of the total interest to become due on the next Interest Payment Date, on all series of Fixed Rate Bonds; and (2) for all Variable Rate Bonds, an amount equal to the sum of (a) one-twelfth (1/12) the total principal to become due on all Principal Payment Dates for all series of Variable Rate Bonds during the ensuing twelve (12) months; and (b) the amount of interest paid or accrued during the preceding month on all series of Variable Rate Bonds; provided, however, (i) that no further payments need be made to the Bond Account on account of a series of Bonds when the moneys held therein are sufficient for the payment of all principal and interest due on such series of Bonds on and prior to the next maturity or redemption date, and (ii) for the period immediately subsequent to the issuance of any series of Bonds, there shall be credited against the monthly amounts due on account of such series the sum deposited in the Bond Account from the proceeds of such series of Bonds as accrued interest, unused discount, premium and capitalized interest, excluding any deposit made as the Minimum Variable Rate Interest Amount, and (iii) for the period immediately subsequent to the issuance of any series of Bonds and prior to the first Interest Payment Date, the amount set forth in clause il)(b) above shall be equal to the amounC of interest due on the Bonds on the first Interest Payment Date divided by the number of months between the issuance of such series of Bonds and the first Interest Payment Date. No money shall be paid out of said Account except to pay principal, 327283.Red v8 to v5; E/zs/96 3 6 a�_1�� 1 2 3 4 5 s � s s to 11 12 13 14 15 1s n is 19 20 21 22 23 24 25 2s 27 2s 2s 30 31 32 33 34 35 36 37 3s 39 40 41 42 43 a4 45 46 47 48 49 50 premium, if any, and interest on the Bonds, to correct any a.,,._..,.a.,,,. �.-.,.�....:::-._.:...._..:..: misapplication of funds and to make �� 3��:eir� to the Sgcsz��ss;�i� Excess Earnings Account. �� (B) There shall be credited to and deposited in the Bond Account each of the following: (1) to the extent provided in a Supplemental Resolution, the accrued interest, unused discount, if any, and premium, if any, paid by the Purchaser of a series of Bonds upon delivery thereof; (2) from the proceeds of a series of Bonds, the amount determined by the City to be necessary or desirable to capitalize interest on such series of Bonds for an initial period not exceeding the period permitted by law; and (3) from the proceeds of a series of Variable Rate Bonds, the Minimum Variable Rate Interest Amount attributable thereto. (C) The City shall immediately deposit in the Bond Account, from Revenues, any amount required to pay the principal of and premium, if any, and interest on all Bonds when due on any Principal Payment Date or Interest Payment Date to the extent such amounts have not theretofore been deposited in the Bond Account from Revenues or transferred to the Bond Account from the Reserve Account. In addition, the City shall deposit in the Bond Account, from Revenues, any amount required to maintain the Minimum Variable Rate Interest Amount for a series of Variable Rate Bonds, after giving effect to the monthly deposit provided for in Section 4.03(A) "First" and Section 4.04(A). (D) Notwithstanding any provision of this Resolution or any Supplemental Resolution to the contrary, Excess Earnings shall be transferred from the Bond Account to the Sports Dome Excess Earnings Account at such times and in such amounts as may be required to maintain compliance, as to all Tax-Exempt Bonds, with the covenants expressed in Sections 5.02 and 5.04. Section 4.05. Reserve Account. (A) There is hereby created and established a"Rice .. .::.......:...<:...:.: and Arlington Sports Dome Debt Service Reserve Account" ��T >..::;::.,: <:>..M,:,;:.x•::<::.<.: .>,..>.:,,...::... ......:......:� �:: _<. _:-,::� •.::::�>..: �#_ , . . . „<.: _.. . _.. ,. _. �:cs,.;�a��;zz;��ra�;�>.��e_:,�'�:�:�'se�,r� within the Rice and Ar "ington Sports"Dome��F`und Moneys'br a Cre3it Facility equal to the Reserve Requirement shall be deposited into the Reserve Account in connection with the issuance of Bonds, and other amounts shall be deposited in the Reserve Account as provided in Section 4.03(A) "Third". The Reserve Account shall be drawn upon only 327283.Red V8 to V5; 8/28196 3 7 ��-��a-- 1 when and if moneys in tihe Bond Account are insufficient on a 2 Principal Payment Date or on an Interest Payment Date to pay the 3 principal of, and premium, if any, and interest on the Bonds 4 payable from the Bond Account, or when otherwise permitted by 5 this Section 4.05. 7 (B) Moneys in the Reserve Account may be withdrawn 8 therefrom and applied to the payment of the latest installments 9 of principal on a series of Bonds if the amount remaining in the 10 Reserve Account after each such withdrawal is not less than the 11 Resexve Requirement then in effect for all other serie5 of Bonds i2 then outstanding. 13 14 �5 16 �7 1s 19 20 2t 22 23 24 25 26 27 2a 2s 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 4s 49 50 (C) Moneys in the Reserve Account may be used to prepay Bonds, when such prepayment will retire all of the Bonds then outstanding. (D) Investments held for the credit of the Reserve Account shall be valued (as provided in Section 4.09) as of the last day of each Fiscal Year, and as of the first day of the month preceding the month in which each series of Additional Bonds are issued. For the purpose of determining whether the Reserve Requirement is being maintained, the securities held for the Reserve Account shall be assumed to have the value established on the most recent valuation date, and any Credit Facility held for the credit of the Reserve Account shall be valued at the lesser of its stated amount or the remaining amount which may be drawn thereunder. (E) Notwithstanding any provision of this Resolution or any Supplemental Resolution to the contrary, Excess Earnings shall be transferred from the Reserve Account to the Sports Dome Excess Earnings Account at such times and in such amounts as may be required to maintain compliance, as to all Tax-Bxempt Bonds, with the covenants expressed in Sections 5.02 and 5.04. (F) Except as provided in subsection (E) above, earnings on investments held for the credit of the Reserve Account shall be transferred to the Bond Account no less often than annually. The balance of funds on hand in the Reserve Account shall at all times be maintained in an amount equal to the Reserve Requirement, and accordingly, the City shall transfer money from the Funds to the Reserve Account in an amount sufficient to cure.any deficiency in the Reserve Fund as further provided in Section 4.03(A). (G) Whenever the moneys in the Reserve Account exceed the Reserve Requirement after giving effect to any withdrawal made pursuanC to other subsections of this Section 4.05, such excess may be transferred to the Bond Account, and either (1) 327283_Red V8 to V5; 8/28/96 3 8 �� - CQ �a- credited against the transfers next due to be made from the Funds, or (2) applied to the purchase or prepayment of Bonds. (H) The City may deposit a Credit Facility in the Reserve Account in lieu of cash either at the time a series of Bonds is originally issued, or at any time thereafter, subject to the following conditions: (1) the proceeds of each such Credit Facility must be available for the purposes and at the times required for the purposes of the Reserve Account; (2) in calculating whether the amount then held in the Reserve Account is egual to the Reserve Requirement, each Credit Facility held therein shall be valued at its stated amount, or, if less, the amount which remains available thereunder; (3) if a Credit Facility will replace cash in the Reserve Account to satisfy the Reserve Requirement for one or more series of Bonds then outstanding, the substitution of the Credit Facility must not result in a lowering of the rating(s) then in effect for such series of Bonds; and (4) the Credit Facility must provide that it may be drawn upon prior to its stated expiration or termination date if the City either fails to provide a replacement or new Credit Facility or fails to deposit cash to replace the Credit Facility, as further provided in this subsection (A). Upon deposit of a Credit Facility in the Reserve Account to replace cash then held therein, the amount so replaced shall be transferred to the Construction Account and applied to pay the costs of Improvements. On or before the date of e�cpiration or termination of a Credit Facility held for the Reserve Account, the City shall promptly replace the Credit Facility with either a new Credit Facility which satisfies the conditions expressed in clauses (1) through {3},:{:�;�; above, or with cash; provided that such replacement may be;�at the City's option, partially by the deposit of cash and partially by a new Credit FaCility. Section 4.06. Sports Dome Excess Earninqs Account. (A) There is hereby created a"Sport Dome E�ccess Earnings Account" within the Agency Fund. The City shall deposit in the Sports Dome Excess Earnings Account, within thirty (30) days after the last day of the Bond Year for each series o£ Tax-Exempt Bonds, all Excess Earnings attributable to such series of Tax-Exempt Bonds; and for purposes of making such deposits the Cit� shall transfer from the Construction Account, Reserve 327283.Red VS to V5; 8/28/96 3 9 a�-�o�a- 7 Account, Bond Account, Sports Dome Operations Account, and Funds 2 to the Sports Dome Excess Earnings AcCOUnt a sum equal to the 3 Excess Earnings attributable Co sums held in each such other Fund a or Account as "gross proceeds" of T�-Exempt Bonds; as defined in s and under Section 148 of the Code. � (B) The City shall, within thirty (30) days after the e last day of the Bond Xear for each series of Tax-Exempt Bonds, s prepare and file a report with respect to the Construction 10 Account, Reserve ACCOUnt, Bond ACCOUnt, Sports Dome Operations it Account and Funds setting forth the total amount invested during �2 the preceding Bond Year, the investments made with the moneys in 13 the Con5truction Account, Reserve Account, Bond Account, Sports 1a Dome Operations Account and Funds and investment earnings (and �s losses) resulting from such investments. Such records shall be 1s retained for the period required by Section 148 of the Code. 17 ts is 20 21 � 23 24 25 26 27 28 29 30 31 32 � 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 (C) The City shall remit sums in the ��3t?��;��i� Excess Earnings Account to the United States Treasury as�payment of rebatable arbitrage as required by Section 148 of the Code together with any additional amount then held in any Fund or Account required to bring the total amount of such remittance to the correct Rebate Amount. (D) The City may at any time transfer to any Fund or Account any amount held in the Sports Dome Excess Earnings Account which the City determines is in excess o£ amounts required to be paid to the United States as rebatable arbitrage. Section 4.07. Insufficient Amounts In the event that the moneys in the Bond Account shall be insufficient at any particular time to pay the principal then due and interest then accrued on all Bonds payable therefrom, and such deficiency cannot be cured by withdrawals from the Reserve ACCOUnt or from some other source, said moneys shall first be applied to the payment pro rata of the accrued interest on all such Bonds, payable over a period ending on June 1 or December 1, as appropriate, and any balance shall be applied in payment pro rata of the principal then due on all such Bonds; provided `••-_�� that if it shall ever be determined by a court of competent jurisdiction while any such Bonds remain outstanding that the sums available and to become available for the payment of the principal thereof and interest thereon are insufficient whether or not then due, then the moneys in the Bond Account shall be applied in payment of all principal then outstanding whether or not then due and the interest accrued thereon to the date of payment ratably according to the aggregate amount thereof without any preference or priority. 327283.Red VS to V5; 8/28/96 4 0 �t�- io �� Section 4.08. Other Account Provisions. (A) Revenues in excess of those required for the foregoing purposes may be used for any puxpose authorized by law. {B) If in any month the moneys on hand in any Account are insufficient for the purposes hereof, the deficiency shall be made up in the following month or months after payments for other purposes having a prior claim on Revenues have been made in full. (C) All money held in the Sports Dome ExCess Earnings Acaount, Bond Account and Reserve Account created by this Resolution shall be kept separate and apart from all other City funds and accounts. Section 4.09. Investments (A) Moneys held from time to time in any Account may be invested by the City in any investment then permitted by Minnesota law, and, to the extent applicable, by federal law. (B) Investments shall be valued as follows: (1) investments maturing within one (1) year or less shall be valued at par; (2) investment may be liquidated at of maturity; agreements or similar instruments which par shall be valued at par regardless (3) investments maturing after one (1) year shall be valued at cost; and (4) investments purchased at a discount or premium shall be valued on the basis that such discount is included in cost, or such premium is amortized, in equal installments for each year to elapse until the stated maturity of the investments; provided, that for the purposes of calculating Excess Earnings anfl Rebate Amounts and amounts held or deposited in the Reserve Account attributable to Tax-Exempt Bonds, investments shall be valued as required by Section 148 of the Code. (C) Amounts held for the credit of each Account shall be invested to mature at such time or Cimes as may be necessary to assure that the funds so invested will be available for the purposes of such Account, when needed; provided that amounts held for the credit of the Reserve Account and attributable to the Reserve Requirement for a series of Bonds may be invested at the 327283.Red VS to V5; 8/28/96 41 � � - Cc� i�a-- discretion of the Treasurer of the City for a term not exceeding the term of such series of Bonds. Section 4.10. Parks and Recreation Secondary Reserve Fund (A) There is hereby created and established a"Parks and Recreation Secondary Resexve Fund" of the City's Division of Parks and Recreation. The Parks and Recreation Secondary Reserve Fund shall be drawn upon only when and if moneys in the Bond AcCOUnt are insufficient on a Principal Payment Date or on an Interest Payment Date, after depletion of all reserve accounts established by the City to secure the Bonds, to pay the principal of, and premium, if any, and interest on the Bonds payable from the Bond Account, or when otherwise permitted by this Section 4.10. (B) To the extent that the City breaches the covenant set forth in the first sentence of Section 5.01(B), the City shall deposit, no later than March 1 of the year following the year for which the covenant was breached, into the Parks and Recreation Secondary Reserve Fund, Revenues in an amount equal to the difference between (i) two and one-half times (250a of) the maximum annual flebt service on the Bonds and (ii) the Revenues received during the previous Fiscal Year. (C) Following two (2) Consecutive Fiscal Years in which the City has complied in full with the covenant set forth in the first sentence of Section 5.01(B), moneys on deposit in the Parks and Recreation Secondary Reserve Fund shall be released in full and paid out according to the priority set forth in Section 4.03. (D) Moneys in the Parks and Recreation Secondary Reserve Fund may be used to prepay Bonds, when such prepayment will retire all of the Bonds then outstanding. (D) Investments held for the credit of the Parks and Recreation Seaondary Reserve Fund shall be valued (as provided in Section 4.09) as of the last day of each Fiscal Year, and as of the first day of the month preceding the month in which each series of Additional Bonds are issued. Earnings on all T "_ - ""`""""' ` 5€�'st'#ite7itS held for the credit of the Parks and �-� z�; :.�".. -:..:.,...:: � : Recreation SecoiicTary Reserve Fund shall be deposited in such Fund. (E) The City may deposit a Credit Facility in the Parks and Recreation Secondary Reserve Fund in lieu of cash, or at any time thereafter, subject to the following conditions: 327283.Red V8 to V5; 8J28/9b 42 q. (�- �� a- (1) the proceeds of each sueh Credit Facility must be available for the purposes and at the times required for the purpases o£ the Parks and Reereation Secondary Reserve Rund; and (2) the Credit Facility must provide that it may be drawn upon prior to its stated expiration or termination date if the City either fails to provide a replacement or new Credit Facility or fails to deposit cash to replace the Credit Facility, as further provided in this subsection (E). Upon deposit of a Credit Facility in the Parks and Recreation Secondary Reserve Fund to replace cash then held therein, the amount so replaced shall be transferred and paid out in the order of priority set forth in Section 4.03. On or before the date of expiration or termination of a Credit Facility held for the Parks and Recreation Secondary Reserve Fund, the City shall promptly replace the Credit Facilit�r with either a new Credit Facility which satisfies the conditions expressed in clauses (1) and (2) above, or with cash; provided that such replacement may be, at the City's option, partially by the deposit of cash and partially by a new Credit Facility. 327283.Red vs to vs 8/28/96 4 3 ��_�o��- 1 ARTICLE V 3 COVENANTS 6 Section 5.01. 7 Holders of the Bonds, Ch s with the �xe3�r� �i3I:�3�� 9 . .,.,:._..,_ _ .. Covenants. e City herein thereof from For the protection of the covenants and agrees to and time to time as follows: �o (A) It will at all times adequately maintain and ii efficiently operate the Parks and Recreation System. It 12 will from time to time make all needful and proper repairs, 13 replacements, additions and betterments to the equipment and 1a facilities of the Parks and Recreation System so that it may ts at all times be operated properly and advantageously, and 1s whenever any equipment of the Parks and Recreation System t� shall have been worn out, destroyed or otherwise become 1s insufficient for proper use, it shall be promptly replaced is or repaired so that the value and efficiency of the 2o facilities shall be at all times fully maintained and its 21 � 23 24 25 2s 27 2s 29 30 31 32 33 34 35 36 37 38 39 ao 41 42 43 a4 45 46 a7 48 4s 50 Revenues unencumbered by reason thereof. (B) The City will establish, maintain and collect such charges and rates for the Parks and Recreation System as will meet the requirements of SeCtion 10.11.2 of the Charter and as will produce Revenues annually equal to at least two and one-half (2.5) times maximum annual interest and premium, if any, on and principal of all Bonds. The City shall pay the reasonable cost of operation, repair and maintenance of the Parks and Recreation System, and, from Revenues, provide sufficient money to make the required appropriations to the various Funds and Accounts established herein. The City will review the schedule of rates and charges for the Parks and Recreation System at least annually. Nothing in this Section 5.01 shall be construed to limit the discretion of the City to enter into, or later modify, amend or terminate, contracts for the use of the Parks and Recreation System. (C) The City may sell, lease, mortgage, transfer, convey, assign or dispose of (each such event herein referred to as a��Transfer") a portion of the Parks and Recreation System or property of any nature relating thereto if such transaction will not materially adversely impair the operating efficiency of the Parks and Recreation System so long as :{:�}° the Revenues,– for the two t2) preceding Fiscal Years as acijusted to eliminate Revenues derived from the portion of the Parks and Recreation System sub�ect such Transfer e�eee�s�are--a��e--}3a1€ '—c�;- �'��e�;��:�;'�';�:��? times maximum annual interest and premium; if`�ariy;'"on`'and 327283.Red V8 to V5; 8/28/96 44 q,�- �a12- 7 principal of all 3 �i�.�'� �ezze�al-��l�.ga�i�� b�r�dz� _ Further; the _City may 4 or dispose bf,��at fair inarket value, any non-revenue- 5 producing real estate, non-revenue-producing equipment or 6 other non-revenue-producing properties which in the judgment 7 of the City have become unnecessary, uneconomical or s ine�cpedient to use in connection with the Parks and 9 Recreation System. The proceeds of any sale, transfer or �0 disposition of Parks and Recreation System properCy (all of tt which are Revenues as provided in clause (c) of the 12 definition thereof) shall be deposited or applied as 13 provided in Section 4.03(B). The City may sell all or �4 substantially all of the Parks and Recreation System if �5 simultaneously with or prior to such sale all outstanding 16 Bonds are discharged as provided in Section 7.03. 17 18 1s 20 21 � 23 24 2s 2s 27 28 2s 30 31 32 33 34 35 36 37 3s 39 40 41 42 4.3 44 45 46 47 48 49 (D) It shall cause to be kept proper books, records and accounts adapted to the Parks and Recreation System separate from other accounts of the City. The City's comprehensive annual financial report shall include the Funds and the Accounts therein, and a copy of that report sha11 be furnished, without cost, to the Purchaser of any series of Bonds herein authorized. If the City fails to provide such report within a reasonable time after the end of said fiscal year, the Holders of twenty percent (20°s) or more of the outstanding Bonds may cause an audit of the Parks and Recreation System aCCOUnts to be made at the expense of the City. The expense of preparing such audit shall be paid as current operating expenses of the Parks and Recreation System. The ^••r�� XCkiaS�;;� of any series .... . of Bonds and the Holders thereof, or'tYi2ir c�uly appointed representatives, from time to time shall have the right, at all reasonable times, to inspect Che Parks and Recreation System and to inspect and copy the books, records, accounts and data relating thereto. The City agrees to furnish copies of such audiC, without cost, to any Holder or Holders of the Bonds at their request,within a reasonable time after the end of each �`a��a.�';��`e��. �� >:�. .. ......... .... (E) It will faithfully and punctually perform all duties with reference to the Parks and Recreation System required by the City Charter, the Constitution and laws of the State of Minnesota and this °^-�� I��s�3;E��:c��i. (F) If the City shall terminate any specific activity that is budgeted and accounted for in the Funds as of the date of this Resolution (either through a Transfer permitted by Section 5_01(C) or otherwise) and thereafter resumes such 327283.Red V8 to V5; S/28/96 4 5 �� _ � 1 speci£ic activity, all revenues from such resumed activity 2 shall be deemed to be Revenues of the Parks and Recreation 3 System within the meaning of this Resolution whether or not 4 such activity is operated by the City's DiviSion of Parks 5 and Recreation, and the City sha11 establish such accounts 6 or funds as may be necessary and prudent to account for such 7 revenues, and such revenues shall be irrevocably pledged in s the same manner as a11 other Revenues pursuant to Section 9 4.�3 (A) . 10 i1 12 13 14 15 1s 17 18 19 20 2t 22 23 24 25 26 27 2a 29 30 31 32 33 34 � 36 37 38 39 40 41 42 43 44 45 46 47 4R 49 50 Section 5.02. Tax Cavenants The following special covenants of the City apply only to Tax-Exempt Bonds. (A) Notwithstanding anything to the contrary herein, moneys in the Sports Dome Excess Earnings Account and the Accounts and Funds, in that order, shall be used to pay any rebate of excess investment earnings on gross proceeds of Tax- Exempt Bonds (and, if applicable, any actual or imputed earnings on Excess Earnings amounts) required to be paid to the United States in order to maintain the exclusion from gross income under Section 103 of the Code of the interest on the Tax-Exempt Bonds. (B) No portion of the proceeds of any series of Tax- Exempt Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued, (2) as part of a reasonably required reserve or replacement fund not in excess of ten percent (10°s) of the proceeds of the Bonds (or in a higher amount which the City establishes is necessary to the satisfaCtion of the SeCretary of the Treasury of the United States), and (3) in addition to Che above in an amount not greater than the lesser of five percent (5a) of the proceeds of the Bonds or $100,000. To this end, any proceeds of Tax-Exempt Bonds and any sums from time to time held in the Construction AcCOUnt, Sports Dome Operations Account, Reserve Account or Bond Account (or any other City account which will be used to pay principal or interest to become due on the Tax-Exempt Bonds payable therefrom) in excess of amounts which under then-applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods", minor portion or reserve made available under the federal arbitrage regulations. Money in the Funds and Accounts shall not be invested in obligations or deposits issued by, guaranteed by or insured by 327283.Red va to vs; 8/28/96 4 6 a� - �� - the United States or any agency or instrumentality thereof if and to the extent that such investment would cause a series of Tax- Exempt Bonds to be "federally guaranteed" within the meaning of Section 149(b) o£ the Code. The proceeds of Tax-Sxempt Bonds sha11 not be invested in other tax-exempt obligations the interest on which is subject to alternative minimum ta�c under the Code, unless the City has received an opinion of bond counsel to the efPect that such investment will not jeopardize the ta�c- exempt status of the Tax-Exempt Bonds. Section 5.03. Negative Covenant as to Use of Improvements. The City hereby covenants not to use the proceeds of Tax-Exempt Bonds or to use the Improvements, or to cause or permit them or any of them to be used, or to enter into any deferred payment arrangements for the cost of the Improvements, in such a manner as to cause the Tax-Exempt Bonds to be ��priv.ate activity bonds" witnin the meaning of Sections 103 and 141 through 150 of the Code, unless such Tax-Exempt Bonds are issued, and the proceeds thereof applied, in full compliance with the provisions of the Code applicable to "private activity bonds". Section 5.04. Tax-Exempt Status of the Bonds: Rebate: Elections. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on all series of Tax-Exempt Bonds, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Tax-Ezcempt Bonds, and the rebate of excess investment earnings to the United States. The City expects that the two-year expenditure exception to the rebate requirements may apply to the construction proceeds of the Series 1996D Bonds. If any elections are available now or hereafter with respect to arbitrage or rebate matters relating to the Ta�c-Exempt Bonds, the Mayor, Clerk, Treasurer and Director, Department of Finance and Management Services, or any of them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or desirable in connection with the Tax- Exempt Bonds, and all such elections shall be, and shall be deemed and treated as, elections of the City. Section 5.05. Covenant with Holders. fiach and all of the teims and provisions of this Resolution as from time to time supplemented shall be and constitute a covenant on the part of the City to and with each and every Holder from time to time of the Bonds issued hereunder, except as may otherwise be provided with respect to a series of Bonds by a Supplemental Resolution. 327283.Red V8 to V5; 8/28/96 4 7 �l � - �� a-- t Supplemental Resolutions may contain tezms and grovisions which 2 shall be and constitute a covenant to and with only each and 3 every Holder from time to time of the of Bonds issued pursuant to a the particular Supplemental Resolution. 327283.Red V8 to V5; Sf28f96 `�8 C�� _�o ��-- ARTICLE VI 3 ADDITIOI3AL BONDS; REFUNDING 4 BONDS; OfiHER REVENUE OBLIGATIONS 5 7 Section 6.01. Additional Bonds; Other Revenue 8 Oblicxations. s 10 11 12 13 14 15 t6 t7 ts t9 20 21 � 23 24 25 26 27 2s 2s 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 49 4s 50 (A) The Bonds issued hereunder shall be a first charge and lien upon the Revenues of the Parks and Recreation System. Except as permitted by this Section and by Section 6.02, no additional obligations payable from the Revenues of the Parks and Recreation System shall be hereafter issued unless the lien on Revenues securing such additional revenue obligations is expressly made a junior and subsequent lien upon Revenues and the Cit� covenants to make rates and charges of the Parks and Recreation System sufficienC to timely pay such additional revenue obligations. Nothing in this Section shall be consCrued to preclude the City from applying excess Revenues to the payment of general obligations of the City as provided in Section 4.03(A) "Sixth". (B) Except as provided in Section 6.02, no additional revenue obligations ("Additional Bonds") payable from the Revenues of the Parks and Recreation System on a parity of lien with the then-outstanding Bonds shall be hereafter issued unless (a) the annual Revenues of the Parks and Recreation System for each of the two (2) completed Fiscal Years immediately preceding the issuance of such Additional Bonds shall have been five (5) times the maximum annual principal and interest coming due thereafter on all Bonds (including the Additional Bonds) having a parity of lien upon Revenues; and (b) the Revenues derived from the Improvements to be financed by the Additional Bonds after deducting the Current Expenses of the Improvements are projected to be at least _ .:..:_ ..:.::........:..�::.........,:......_.-.. ....:. ... 3�-e Zi�e��a;t3d;;s�t�t�:µteritti�: times the maximum annual debt service on t�e Ac�ditional �onc�s Eo be issued � Reveriues for the isstiiarice of A�ditional Bonds shall be shown by a certificate issued by Che Director, Department of Finance and Management Sezvices, the Superintendent of the Division of Parks and Recreation, or the City Budget Director, or by an independent consulting engineering firm knowledgeable in such matters and 327283.Red v8 co vs 8/28/96 4 9 ��-�°�a- shall be a finding of and recited in the resolution of the City authorizing such Additional Bonds. For the purposes of the £oregoing test, the following special provisions shall apply: (1) If the Additional Bonds to be issued will he .. .: . ........ ........ ...: ,. _.,. _. .,..... variable Rate Bonds €:�� : ;.��,�-�_ ��13_��i�ts��.�� ="a.. ��?�3 principal"`and interest"shall assume that such Additional Variable Rate Bonds bear interest at the _-`___ �-�-��`_'_'_�� -`_ rl.:. 4-0...... ..F 41... �.1....1.��.{...n F...�.. ..'1 L..�..�'11 (2) If the Additional Bonds to be issued will be , .� :.. principal`"anc� assume that such Adjustable Rate Bonds bear interest at the -�`_=' �°�-_ -` "= `--�-= _ r _'" ___"� � ..F hl... -.l...l-. C.....� ..f� -.l F-...�l�a.� 1.�.....i.. . _. . . - . _ ... .. .. .. . ....-.-.... assuinptions may e used if necessary to obtain an investment grade credit rating for the Adjustable Rate Bonds or to maintain the credit rating(s) then in effect for the Bonds Chen outstanding. (31 If the Additional Bonds are subject to mandatory purchase or are to be purchased upon tender by the Holders thereof, any Revenues required to be segregated or set aside by the City to fulfill its purchase obligation shall be deemed additional debt service on the related series of Bonds in the amounts and at the times such amounts are required to be so set aside. 327283_Red V8 to V5; 8/28)96 5 0 obtain an investment grade credit rating for the Variable Rate Bonds, or to maintain the credit rating(s) then in effect for the Bonds then outstanding. `��-tQ�a__ (4) If the Additional Bonds to be issued will be Temporary Bonds, the calculation of maximum annual principal and interest shall assume either: (a) that principal and interest will be paid at the times and at the interest rate specified in the related Commitment; or, at the election of the City, (b) that principal and interest will be paid on a level debt service basis over a period of ten (10) years from the maturity or mandatory purchase date for the series of Temporary Bonds, and that the series of Temporary Bonds will bear interest from and after that date at the then-prevailing interest rates for recreational facilities revenue bonds of comparable credit quality, taking into account whether such Bonds are Taxable Bonds or Tax-Exempt Bonds; provided, that other or different assumptions may be used if necessary to obtain an investment grade credit rating for the Temporary Bonds or to maintain the credit rating(s? then in effect for the Bonds then outstanding. (C) Sn addition to the requirements of subsection (B) above, the following conditions shall be met prior to the issuance of each series of Additional Bonds: (1) The payments required to be made (at the time of the issuance of such Additional Bonds) into the various Funds and Accounts provided for in this Resolution shall have been made. (2) The proceeds of such Additional Bonds shall be used only for the purpose of (1) making Improvements to the Parks and Recreation System, and capitalizing interest or establishing reserves and paying costs of such financing, or (2) refunding (or advance refunding) Bonds or any other bonds or obligations issued to finance the Parks and Recreation System, and capitalizing interest or making a deposit to the Reserve Account and paying the costs of such financing (provided that bonds which re£und Bonds may instead derive their parity lien status from Section 6.02). (D) The conversion of Variable Rate Bonds or Adjustable Rate Bonds to Fixed Rate Bonds shall not be treated as the issuance of Additional Sonds subject to the requirements of subsection (B) above unless the interest rate to be borne by such 327283.Red V& to V5; 8/28/96 5 1 ��-�� Bonds from and after the date of conversion wi11 exceed the rate or ma�cimum rate taken into account for the purposes of subsection (B), clauses (1) or (2). Section 6.02. Refunding Bonds. (A) The City also resexves the right and privilege of issuing Additional Bonds if and to the extent needed to refund maturing Bonds payable from Revenues of the Parks and Recreation System in case the moneys in the Bond Account are insufficient to pay the same at maturity, which refunding Additional Bonds may be on a parity with other Bonds as to interest payments, but shall mature subsequent to all the Bonds which are payable from the Revenues and which are outstanding upon issuance of the refunding Additional Bonds. This Section shall not apply to Additional Bonds issued to refund Temporary Bonds. (B) The City further reserves the right and privilege of issuing Additional Bonds payable from the Revenues of the Parks and Recreation System to refund or advance refund all or any portion of the Bonds (or any series thereof) then outstanding if the aggregate principal and interest to become due in any Fiscal Year after the issuance of such refunding or advance refunding Additional Bonds (after deducting any principal or interest to be paid from a refunding escrow or defeasance escrow) will not be more than the principal and interest which would have been due in any future Fiscal Year if such refunding or advance refunding Additional Bonds had not been issued. Section 6.03. Partial Parity; Other Sources. (A) Partial Paritv. Bonds or series of Bonds may have a parity of lien against Revenues as to only a portion of the principal or interest thereon or during a specified period and be considered "parity bonds" as to such portion or during such period. (B) Other Sources. Bonds or series of Bonds may have a parity of lien against Revenues and be considered "parity bonds" even if there are sources of payment (such as (1) a Credit Facility, (2) a pledge of the full faith and credit of the City, or (3) a crossover advance refunding escrow) which are not available to pay all Bonds or series of Bonds. Such sources of payment shall be applied to the Bonds or series of Bonds to which they relate, and shall be applied as provided therefor whether before or after the applicaCion of Revenues to the payment of Bonds_ 327283.Red V8 to V5; 8/28/96 5 2 ��-�� ARTICLE VII 0'PfIER PROVISIONS Section 7.01_ Suit by Bondholders. The Holders of fifty-one percent (51%) or more in aggregate principal amount (which, in the case of Capital Appreciation Bonds, shall be their Accreted Va1ue as of the most recent date of determination) of all Bonds issued under this Resolution as from time to time supplemented and at any time outstanding may, either at law or in equity, by suit, action, or other proceedings, protect and enforce the rights of all Holders of Bonds issued•hereunder and then outstanding or enforce or compel the performance of any and all of the covenants and duties specified in this Resolution to be performed by the City or its officers and agents, including the fixing and maintaining of rates and charges and the collection and proper segregation of revenues and the application and use thereof. Section 7.02. Amendments. No change, amendment, modification or alteration shall be made in the covenants made with Holders of the Bonds authorized by this Resolution as from time to time supplemented without the consent of the Holders of not less than sixty percent (600) in aggregate principal amount (which, in the case of Capital Appreciation Bonds, shall be their Accreted Value as of the most recent date of deterntination) of all Bonds then outstanding; provided that changes, amendments, modifications and alterations may be made without such consent in order to: (A) cure any ambiguity or formal defect or omission herein, or (B) provide for the issuance of Additional Parity Bonds or Refunding Bonds as pexmitted by Article VI, or (C) preserve the exclusion from gross income of interest on the Tax-Exempt Bonds under Section 103 of the Code, or (D) make any change reasonably necessary to preserve the rating then in effect for any or all series of Bonds then outstanding, or to obtain an investment grade rating for a series of Additional Bonds, or to obtain a Credit Facility for the benefit of the Holders of all or a portion of the Bonds of a series, or (E) increase the debt service coverage ratio specified in Section 6.01(B), or 327283.Red vs to vs; 8/28/96 5 3 ��-t�\� (F) make any other change which would not materially prejudice the Holders of outstanding Bonds, a provided further, however, that nothing herein contained shall s permit or be construed as permitting (i) an extension of the s maturity of the principal of or the interest on any Bonds, or � (ii) a reduction in the principal amount of any Bond or the rate s of interest thereon, or (iii) a privilege or priority of any Bond s or Bonds over any other Bond or Bonds except as otherwise 7o provided herein, or (iv) a reduction in the aggregate principal it amount of Bonds required for consent to any change, amendment, 12 modification or alteration, or (v) the creation of any lien i3 ranking prior to or on a parity with the lien of such Bonds, 1a except as herein expressly permitted, or (vi) a modification of 15 any of the provisions of this Section 7.02, unless for any such 1s change the consent of the Holders of one hundred percent (100g) 1� of the principal amount (which, in the case of Capital ts Appreciation Bonds, shall be their Accreted Value as of the most ts recent date of determination) of Bonds outstanding is first 20 obtained. 21 � 23 24 25 26 27 2a 2s 30 31 32 33 34 35 36 37 38 39 40 41 42 43 4a 4,5 46 47 48 49 so Section 7.03. Discharae. When all Bonds issued under this Resolution as from time to time supplemented have been discharged as provided in this paragraph, all pledges, covenants and otrier righCs granted by this Resolution to the Holders of the Bonds shall cease. The City may discharge all or a portion of Sonds which are due on any date by depositing with a paying agent or an escrow agent (which paying agent or escrow agent sha11 not be an officer o£ the City) for such Bonds on or before that date a sum sufficient for the payment thereof. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the paying agent or an escrow agent (which paying agent or escrow agent shall not be an officer of the City) a sum sufficient for the payment thereof in full. The City may also discharge any prepayable Bonds which are called for redemption on any date when they are prepayable according to their terms, by depositing with the paying agent or an escrow agent (which paying agent or escrow agent shall not be an officer of the City) on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due, provided that notice of such redemption has been duly given as provided in this Resolution or the apglicaHle Supplemental Resolution. The City may also at any time discharge all or some Bonds by complying with the applicable provisions of Minnesota Statutes, Section 475.67, and any amendments thereto, except that the funds deposited in escrow in accordance with said provisions may but need not be in whole or part proceeds of advance refunding bonds and except that if a partial defeasance is effected from funds other than the proceeds of advance refunding bonds, the 327283.Red 54 VS to V5; 8/28/96 �� - La � a-- 7 requirements in Minnesota Statutes, Sectiori 475.67, Subdivision 2 3, need not be satisfied. 3 4 The City may discharge all or a portion of the Bonds of s specific series as herein provided without the consent of the s Holders of such Bonds or of any other outstanding Bonds. If a less 7 than all of the outstanding Bonds of a series are to be so 8 discharged, the Bonds of that series shall be discharged in the 9 maturities and in the amounts per maturity as the City may 10 determine and the City shall select the Bonds (if other than 1� Global Certificates) to be discharged within a single maturity by 12 lot in the manner provided in Sections 2.02 and 2.16.- An escrow 13 discharge may include prepayment of the Bonds to be discharged. 14 15 16 17 ts is 20 21 � 23 24 25 26 27 28 29 30 Section 7.04. Records and Certificates The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser of each series of Bonds, and to the attorneys approving the legality of the issuance of each series of Bonds, certified copies of all proceedings and records of the City relating to such Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and infonnation 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 facts recited therein. 32�283.Red V8 to V5; 8/28/96 5 5 �I (.� — l c» � Section 7.05. Severabilitv. If any section, paragraph or provision of this Resolution as from time to time supplemented shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision sriall not affect any of the remaining provisions of this Resolution. $ Section 7.06. Headincrs. Headings in this resolution s are included for convenience of reference only and are not a part io hereof, and shall not limit or define the meaning of any >> provision hereof. Requested by Department of: Adoption C rt'rfied by Council Secretary By: �V T�-� � , k- \��--� Approved by Mayor. Date �� B �� ,� _ , _ .�i�� 9� %��=��- Form Ap r ed by City Attorney -�. •,_ B � � _ � � 8'-d�- `l"F Byproved b Mayor for b sion to Council Y � (� 327283.5 5 6 Adopted by Council: Date � ��—=� �-� �`�� --� �s i DEPARTMENT/OFFICE/COUNCIL DATE MRWTED � N_ 324 6 P�kS and Recreation 8/20/96 GREEN SHEET �� CANTACf PERSON 8 PHONE � DEPARTMENT DIRECTOR � CffY COUNpL Vic Wittgenstein �-°--- �sswx �C�T'ATfORNEY � _ J _v �',�7/-y CItYCIERK NUYBER FOR —�— MUST BE ON COUNCIL AGENDA BY (DATE) ��NG � BUDGET DIflECTOfi � FIN. & MGT. SEHVICES DIR. AIIGUST 28, 1996 �D� � MAYOR (OR ASSISTAM) � TOTAL # OF SIGNATURE PAGES 1 (CLIP AlL IOCATIONS FOR SIGNATUR� ACTIONqEQUE5fED:.�].S resolu[ion authorizes the issuance of the Recreational Facilities Gross Revenue Bonds, Series 1996D� and delagates authority to the Director of Finance and Management Services, the Budget Direckor and the Citp Treasurer ("The Pricing Co�.i.ttee") to accept the offer�of Millerand Schroeder Financial, Inc., and Piper 3affrap, Inc., to purchase the Series 1996D Bonds- FECOMMENDATIONS: qpprove (A� or peject (R) pEpSONAL SEpViCE CONTRACTS MUST ANSWEq THE FOLLOWING QUESTIONS: _ PLANNING WMMtSS16N _ GVIL SERVICE COMMlSS10N �� Has this perSOn/Fitm ever Worked u�del a coMrBC[ fpf thi5 department? �CIBGOMMRiEE � 1'ES NO _ STAFF 2. Has this person/firtn ever been a c'ity employee? — YES NO _ DIS7pICT CpUR7 _ 3. Does this per5on/firm possess a swll no[ normal by y rty p oy � ty possessed an current c em I ee. SUPPORTS WHICH COUNCIL O&IECTIVE7 YES NO Explain all yes answers on Seperote sheet and attach to green sheet INITIATING PROBLEM. ISSUE, OPPORTUNITY(Who, Whaq Whe4 Wl�ere. Why): These bonds are for the purpose o4 £inancing the acquisition and construction oE domed atheletic fields located at Rice Street and Arlington Avenue, discussed at the Council meeting of July 31, 1996, CF 96-865. ADVANTAGES IFAPPqOVED: Acquisition and construction of the domed athletic fields may commence. DISADVANTAGES IF APPROVED: NONE 1 � �i�i:i��b� 3t"�,�`,`"'��(�Y vae� �� RJG a 1 �996 _�.,.�_�._.�—...w-�-�=..:�.,.,.� !,�ti� DISADVANTAGE3IF MOS APPROVED: No £unds will be available for the project. TOTAL AMOUNT OF TRANSACTION $ COSTlREVENUE BUUGETEO (CIRCLE ONE) YES NO FUNDIHG SOUNCE ACTIVITY NUMBEH FINANCIAL INFORMATION: (EXPLAIN) ��_ �o�� 1 SXHIBIT A 2 3 [Fornl of Global Certificate) 5 UNITED STATES OF AMERICA 6, STATE OF MINNPsSOTA 7 RAMSfiY COUNTY CITY OF SAINT PAUL 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 2s 2s 30 3t 32 33 34 35 36 37 � 39 40 ai a2 43 44 45 46 a� as 49 50 � RECREATIONAL FACILITIES GROSS REVENUE BOND, SERIES _ _ INTEREST RATE MATIIRITY DATS DATE OF ORIGINAL ISSUE CUSIP 1, REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota (the "ISSUer" or "City"), certifies that it is indebted and for value received promises to pay to the registered owner specified above or on the certificate of registration below, or registered assigns, in the manner hereinafter set forth but only out of its Parks and Recreation Enterprise Fund, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on 1 and 1 of each year (each, an "Interest Payment Date"), commencing 1, 19 , at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable in same-day funds by 2:30 p.m., Eastern time, upon presentation and surrender hereof at the principal office of the Treasurer of the 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., Eastern time, and may make a notation on the panel provided , 19 327283.Red VS to V5; 8/28(96 A- 1 a�- t�� 1 herein of such redemption, stating the amount so redeemed, or may 2 return the Bond to the Bond Registrar in exchange for a new Bond 3 in the proper principal amount. Such notation, if made by the a Holder, shall be for reference only, and may not be relied upon 5 by any other person as being in any way detes�ninative of the s principal amount of this Bond outstanding, unless the Bond 7 Registrar has signed the appropriate column of the panel. a Interest on this Bond will be paid on each Interest Payment Date s in same-day funds by 2:30 p.m., Eastern time, to the person in to whose name this Bond is registered (the "HOlder° or "Bondholder") �1 on the registration books of the Issuer maintained by the Bond i2 Registrar and at the address ap�earing thereon at the close o£ 13 business on the fifteenth �'l;a�'�'�i�<_�;t�:e calendar ��zi��;<stie�� ia preceding such Interest Payment Date (the "Regular Record"'bate"). 15 Interest payments shall be received by the Holder no later than �s 2:30 p.m., Eastern time; and principal and premium payments shall 17 be received by the Holder no later than 2:30 p.m., Eastern time, 18 if the Bond is surrendered for payment enough in advance to i9 permit payment to be made by such time. Any interest not so 20 timely paid shall cease to be payable to the person who is the 21 Holder hereof as of the Regular Record Date, and shall be payable 22 to the person who is the Holder hereof at the close of business 23 on a date (the "Special Record Date") fixed by the Bond Registrar 24 whenever money becomes available for payment of the defaulted 25 interest. Notice of the Special Record Date shall be given to 2s Bondholders not less than ten days prior to the Special Record 27 Date. The principal of and premium, if any, and interest on this 2s Bond are payable in lawful money of the iTnited States of America. 2s 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Date of Payment 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 New York, New York, or the city where the principal office of the Bond Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. Redemntion. Al1 Bonds of this issue maturing after 1, , are subject to redemption and prepayment at the option of the Issuer on such date and on any day thereafter at a price of par plus accrued interest plus a premium (expressed as a percentage of the principal amount redeemed) set forth below: 327283. Red A- 2 VS to V5; 8/28/96 �t�- �� Redemption Dates 1, , through 1, 1, , through l, 1, , through 1, 1, , through 1, 1, , through 1, 1, , and thereafter Redemption Premium , U The Bonds of this issue maturing on 1, , sha11 be redeemed and prepaid on each 1 in the years through , inclusive, at a price of par plus accrued interest in the years and amounts set £orth below: 1 of the Year Amount The amounts set forth above will be reduced, pro rata optional redemption on or prior to the ate sc e u e or mandatory redemption and prepayment. for Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid may be prepaid in such order of maturity and in such amount per maturity (treating amounts scheduled for payment in the years through as maturities) as the City may determine; and if only part of the Bonds having a common maturity date are called for prepayment, this Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of Redemption. Mailed notice of redemption shall be given to the paying agent (if other than a City officer) and to each affected Holder of the Bonds. For this purpose, the Depository (hereafter identified, or any successor thereto) sha].1 be the "Holder" as to Bonds registered in the name of the Depository or its nominee. In the event any of the Bonds are called for redemption, written notice thereof will be given by first class mail mailed not less than thirty (30) days prior to 327283.Red va to V5; s/z9/96 A-3 ��_�o�� t the redemption date to each Holder of Bonds to be redeemed. In 2 connection with any such notice, the "CUSIP" numbers assigned to 3 the Bonds shall be used. s Redemption. Upon a partial redemption of this Bond which results � in the stated amount hereof being reduced, the Holder may in its 8 discretion make a notation on the panel provided herein of such 9 redemption, stating the amount so redeemed. Such notation, if 10 made by the Holder, shall be for reference only, and may not be t1 relied upon by any other person as being in any way determinative 12 of the principal amount of the Bond outstanding, unless the Bond i3 Registrar has signed the appropriate column of the panel. 14 Otherwise, the Holder may surrender this Bond to the Bond 15 Registrar (with, if the Issuer or Bond Registrar so requires, a 16 written instrument of transfer in form satisfactory to the Issuer 1� and Bond Registrar duly executed by the Holder thereof or his, is her or its attorney duly authorized in writing) and Che Issuer 19 shall execute (if necessary) and the Bond Registrar shall 2o authenticate and deliver to the Holder of such Bond, without 21 service charge, a new Bond of the same series having the same 22 stated maturity and interest rate and of the authorized 23 24 25 26 27 28 2s 30 31 32 � 34 � 36 37 38 39 40 at 42 43 44 45 46 47 48 4s 50 denomination in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance: Purpose; Limited ObliQation. This Bond is one of an issue in the total principal amount of $ , all of like date of original issue and tenor, excegt as to number, maturity, interest rate, denomination and redemption privilege, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on August ^, 1996 (the '�General Resolution��), as supplemented on , (the "Supplemental Resolution") (collectively, the ��Resolution'�), for the purpose of providing money to pay or reimburse for the acquisition, construction and repair of various improvements to the Parks and Recreation System of the City. Said Bonds and the interest thereon are payable solely and exclusively from the Revenues (as defined in the Resolution) of the Parks and Recreation System of the Issuer pledged to the payment thereof, and sums held in a Reserve Account, and do not constitute a debt of the Issuer within the meaning of any constitutional, Charter or statutory limitation of indebtedness. In the event of any default hereunder, the Holder of this Bond may exercise any of the rights and privileges granted by the laws of the State of Minnesota subject to the provisions of the Resolution. The Bonds of this issue, (together with the Recreational Facilities Gross Revenue Bonds previously issued by the City pursuant to the 3z7zs3.aed A 4 V8 to V5; 8/28/96 ��_��-� 1 Resolution, as supplemented from time to time, in the aggregate 2 original principal amount of $ J, are secured by a first 3 and prior lien upon the Revenues of the Parks and Recreation 4 System of the Issuer and by sums held in a Reserve Account_ The 5 Issuer is authorized under certain conditions to issue additional s revenue obligations on a parity of lien with these Bonds [and � prior issues of Recreational Facilities Gross Revenue Bonds], all s as provided in the Resolution. The Bonds of this series and any s other revenue obligations tieretofore or herea£ter issued on a 10 parity therewith are referred to herein as the "Parity Bonds". 1� All other capitalized terms used but not defined herein have the t2 meanings assigned to those terms in the Resolution. 13 14 ts 1s 17 18 ts 20 21 22 23 24 25 26 27 2a 2s 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 �ecial Obligations: Prioritv of Lien. The Bonds and the interest thereon are payable solely and exclusively from the Revenues of the Parks and Recreation System of the Issuer pledged to the payment thereof on a parity of lien with other bonds of the Issuer, and do not constitute a debt of the Issuer within the meaning of any constitutional, Charter or statutory limitation of indebtedness. In the event of any default hereunder, the Holder of this Bond may exercise any of the rights and privileges granted by the laws of the State of Minnesota, subject to the provisions of the Resolution. The Bonds of this issue (with interest thereon) [, together with ,] are a first and prior lien upon the Revenues of the Parks and Recreation System of the Issuer, exCept that the Issuer is authorized under certain conditions to issue additional revenue obligations on a parity of lien with these Bonds, all as provided in the Resolution. Parity,BOnds. Additional bonds payable from Revenues Ihave been, and may be,] may be issued on a parity with the Bonds as provided in the Resolution. Bonds Not General Obliqations. The Bonds are issued without moral obligation on the part of the State of Minnesota or its political subdivisions. The Bonds, including interest thereon, are payable solely from the revenues and assets pledged to the payment thereof. The Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory or Charter limitation of indebtedness. The Bonds do not constitute a general obligation or debt of the Issuer, County of Ramsey, State of Minnesota or any political subdivision thereof and do not constitute nor give rise to a pecuniary liability of the Issuer, County of Ramsey, State of Minnesota or any political subdivision thereof or any of their officers, employees and agents, except to the extent of Revenues pledged under the Resolution, or a charge against the Issuer's general credit or taxing powers. 327283.Red VS to V5; 8/28/96 A-5 ��-�� i Holders_ For the purposes of all actions, consents and 2 other matters affecting I3olders of Bonds issued under the 3 Resolution, the term "Holder" shall include the owners of a beneficial interests in any Bond as shown by the certificate of 5 the person or entity in whose name (or in whose nominee name) s such Bond is registered. Unless the City receives such a 7 certificate, the City may treat the Holder in whose name (or in 8 whose nominee name) a Bond is registered as the owner of all the s interest therein. 10 11 12 13 14 15 16 17 1S 19 20 29 � 23 24 25 26 27 2s 2s 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 Action b� Holders. The Holders of fifty-one percent (51°s) or more in aggregate principal amount of all Bonds at any time outstanding under the Resolution as supplemented may, either at law or in equity, by suit, action, or other proceedings, protect and enforce the rights of all Holders of Bonds then outstanding, or enforce and compel the perfonnance of any and all of the covenants and duties specified in the Resolution to be performed by the Issuer or its officers and agents; provided, however, that nothing shall affect or impair the right of any Holder to enforce the payment of the principal of and interest on any Bond at and after the maturity thereof, or the obligation of the Issuer to pay the principal of and interest on each of the Bonds issued to the respective Holders thereof at the time and place, from the source and in the manner provided in the Bonds. Denominations; Exchange: Resolution. The Bonds are issuable originally only as Global Certificates in the denomination of the entire principal amount of the issue maturing on a single date. Global Certificates are not exchangeable for fully registered bonds of smaller denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if then available. Replacement Bonds, if made available as provided below, are issuable solely as fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Sond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Modification of Resolution. No change, amendment, modification or alteration shall be made in the covenants made with Holders of all Bonds issued under the Resolution as from time to time supplemented without the consent of the Holders of not less than sixty percent (60°s) in aggregate principal amount of all such Bonds then outstanding except for changes, amendments, modifications and alterations (a) made to cure any 327283.Red va to vs; 8/28/96 A- 6 ��- �� 1 ambiguity or formal deEect or omission, or (b) made in connection 2 with the issuance of Additional Bonds, or (c) which preserve the 3 exclusion from gross income of inCerest on the Tax-Exempt Bonds 4 under Section 103 of the Internal Revenue Code of 1986, as s amended, or (d) which would not materially prejudice the Holders s of outstanding Bonds; provided, however, that nothing herein � contained shall permit or be construed as pexmitting (1) an 8 extension of the maturity of the principal of or the interest on s any Bonds, or (2) a reduction in the principal amount of any Bond 10 or the rate of interest thereon, or i3) a privilege or priority t1 of any Bond or Bonds over any other Bond or Bonds except as �2 otherwise provided in the Resolution, or (4) a reduction in the t3 aggregate principal amount of Bonds required for consent to any 1a change, amendment, modification or alteration, or (5) the t5 creation of any lien ranking prior to or on a parity with the is lien of the Bonds, except as expressly permitted by the 17 ts 1s 20 21 ?2 23 24 25 26 27 2s 29 30 31 32 33 34 35 36 37 3S 39 40 41 42 43 44 45 46 47 as 49 so Resolution as supplemented, or (6) a modification of any of the provisions of this paragraph, without the consent of the Holders of one hundred percent (1000) of the principal amount of all Bonds outstanding. Renlacement Bonds. Replacement Bonds may be issued by the Issuer: (a) in the event that CNAME OF DEPOSITORY] (the "Depository") shall resign or discontinue its services for the Bonds, and only if the Issuer is unable to locate a substitute depository within two (2) months following the resignation or detennination of non-eligibility, or (b) upon a determination by the Issuer in its sole discretion that (1) the continuation of the book-entry system described in the Resolution, which precludes the issuance of certificates (other than Global Certificates) to any Holder other than the Depository (or iCS 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. Transfer. This Bond shall be registered in the name of the payee on the books of the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his, her or its name and note the date of registration opposite the name of the payee in the certificate of registration attached hereto. Thereafter this Bond may be transferred by delivery with an assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until this Bond is presented with 3272S3.Red VS to V5; 8/28/96 A- 7 q,�- ��, such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar. Trans£er of this Bond may, at the direction and e�cpense of the Issuer, be subject to certain other restrictions if required to qualify this Bond as being "in registered form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as amended. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owner. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contraxy. Authentication This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Not Oualified Tax-Exempt Obligations. The Bonds have not been designated by the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation. 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 of this Bond, have been done, have happened and have been performed, in regular and due foxin, time and manner as required by law; that 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 original purchaser, does not exceed any constitutional or statutory or Charter limitation of indebtedness; and that the Issuer will establish rates and charges for the service furnished by its Parks and 327283.Red V8 to V5; 8/28/96 A-8 �c�_ ��- Recreation System sufficient in amount to promptly meet the principal and interest requirements of this issue. 327283.Red va to vs 8/28/96 A-9 ��- �o«- 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 Cierk, and countersigned by the photocopied facsimile signature of its Director, Department of Rinance and Management Services. Date of Registration BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Bond Registrar By Authorized Signature ( S EAL ) Registrable by: Payable at: CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESQTA Attest: City Clerk Countersigned: Director, Department of Finance and Management Services Recreational Facilities Gross Revenue Bond, Series , No. R- . 327283.Red VS to v5; 8/28/96 A-10 �(�- 1� ��- 1 2 3 4 s 6 7 8 9 10 11 12 13 14 15 16 t7 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 CERTIFICATE OF REGSS'PRATION The transfer of ownership of the principal amount of the attached Bond may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF 'REGISTRATION REGISTERED OWNER SIGNATURE OF BOND REGISTRAR 327283. Red A-11 V8 ta v5; 8/28J96 ��- C��-- 1 2 3 4 s 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 � 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 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 Sond to the Sond Registrar, and a Holder could fail to note the partial payment here. 327283.Red V8 to V5; 8/28/96 A-12 ��-�� ABBRfiVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 3nzs3.aed A-13 V8 to V5; 8/28/96 ��-�o�� ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substiCution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firnl having a membership in one of the major stock exchanges or any other "Eligible Guarantor Institution" as defined in 17 CFR 240.17Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee reque5ted below is provided. Name and Address: (Snclude infornlation for all joint owners if the Bond is held by joint account.) 327283. Red A-14 V8 to V5; 8/28/96 c��-��i� EXHIBIT B [FOrm of Non-Global Bond - Fixed Rate] UNITED STATSS OF AM$RICA STATE OF MINNESOTA RAMSfiY COUNTY CITY OF SAINT PAUL � $ RECREATIONAL FACILITIES GROSS REVENUE BOND, SERIES _ INTEREST MATURITY DATfi OF RATE DATE ORIGINAL ISSUE CUSIP REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth but only out of its Parks and Recreation Enterprise Fund, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on 1 and 1 of each year (each, an "Interest Payment Date"), commencing 1, , at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of , in , (the "BOnd Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "HOlder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the 327283.Red V8 to V5; 8/28/96 B' 1 ��- ��- ; :_.: _ 7. :.. � 1 close of business on the fifteenth �a�;:�:e£;-�t�� calendar ��t�3 �:.:. ,.. ......:::. <,;::<:::.:.� ..�.... 2 xi�� preceding such Interest Payment Date (tlie "Regular RecorcI 3 Date"). Any interest not so timely paid shall cease to be 4 payable to the person who is the Holder hereof as of the Regular s Record Date, and shall be payable to the person who is the Holder s hereof at the close of business on a date (the "Special Record � Date") fixed by the Bond Registrar whenever money becomes s available for payment of the defaulted interest. Notice of the s Special Record Date shall be given to Bondholders not less than 10 ten days prior to the Special Record Date. The principal of and i� premium, if any, and interest on this Bond are payable in lawful 12 money of the United States of America. 13 14 15 16 17 1s t9 20 21 � 23 24 25 2s 27 2s 29 30 31 32 33 34 35 36 37 38 39 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. 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 o£ this Bond, have been done, have happened and have been perfornied, in regular and due form, time and manner as required by law; that 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 original purchaser, does not exceed any constitutional or statutory or Charter limitation of indebtedness; and that the Issuer will establish rates and charges for the service furnished by its Parks and Recreation System sufficient in amount to promptly meet the principal and interest requirements of this issue. 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 or a facsimile thereof and to be executed on its behalf by the original or facsimile signature of its Mayor, attested by the original or facsimile signature of its Clerk, and countersigned by the original or facsimile signature of its Director, Department of Finance and Management Services. 327283.Red V8 to V5; 8/28/96 B 2 q�- �� Date of Registration: BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution within mentioned. Bond Registrar By Authorized Signature (SEAL) 327283.Red V8 to V5; 8/28/96 Registrable by: Payable at: _ CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA Mayor Attest: City Clerk Countersigned: Director, Department of Finance and Management Services � ��,�o�� ON REVERSE OF BOND Date of Payment 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 , , 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. Redemption. All Bonds of this issue maturing after l, , are subject to redemption and prepayment at the option of the Issuer on such date and on any day thereafter at a price of par plus accrued interest plus a premium (expressed as a percentage of the principal amount redeemed) set forth below: Redemption Dates l, , through 1, _ 1, , through 1, _ 1, , through 1, 1, , through 1, _ 1, , through 1, _ 1, , and thereafter Redemption Premium � a 0 The Bonds of this issue maturing on 1, shall be redeemed and prepaid on each 1 in the years through , inclusive, at a price of par plus accrued interest in the years and amounts set forth below: 1 of the Year The amounts set will ta eari'::�'s' for Amount 327283.Red V8 to V5; 8/28/96 B- 4 �b �� optional redemption on or prior to the date scheduled for 2 mandatory redemption and prepayment. 3 a Redemption may be in whole or in part of the Bonds subject s to prepayment. If redemption is in part, those Bonds remaining 6 unpaid may be prepaid in such order of maturity and in such � amount per maturity (treating amounts scheduled for payment in s the years through as maturities) as the City may s determine; and if only part of the Bonds having a common maturity io date are called for prepayment, the specific Bonds to be prepaid �t shall be chosen by lot by the Bond Register. Bonds or portions 12 thereof called for redemption shall be due and payable on the 13 redemption date, and interest thereon shall cease to accrue from �4 and after the redemption date. 15 16 17 18 19 20 21 � 23 24 25 26 27 28 2s 30 31 32 33 34 35 36 37 38 39 ao 41 42 a3 44 a5 as 47 as 49 50 Notice of Redemption. Mailed notice of redemption shall be given to the paying agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds are called for redemption, written notice thereof will be given by first class mail mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In connection with any such notice, the "CUSIP" numbers assigned to the Bonds shall be used. Selection of Bonds for Redemgtion. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,�00 for each number, sha11 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, Chat 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 Registrar shall authenticate and deliver to the Aolder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requestecl by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 327283.Red V8 to V5; 8/28/96 B' S ��-ta�a- 1 Issuance: Purpose; Limited Obliaation. This Bond is 2 one of an issue in the total principal amount of $ , all 3 of like date of original issue and tenor, except as to number, a maturity, interest rate, denomination and redemption privilege, s which Bond has been issued pursuant to and in fu11 conformity s with the Constitution and laws of the State of Minnesota and the � Charter of the Issuer, and pursuant to a resolution adopted by 8 the City Council of the Issuer on August _, 1996 (the "General s Resolution"), as supplemented on , (the 10 "Supplemental Resolution��) (collectively, the "Resolution"), for t� the purpose of providing money to pay or reimburse for the t2 acquisition, construction and repair of various improvements to 13 the Parks and Recreation System of the City. Said Bonds and the �a interest thereon are payable solely and exclusively from the 15 Revenues (as defined in the Resolution) of the Parks and 16 Recreation System of the Issuer pledged to the payment thereof, 17 and sums held in a Reserve Account, and do not constitute a debt 1a of the Issuer within the meaning of any constitutional, Charter 1s or statutory limitation of indebtedness. In the event of any 20 21 � � 2a 2s 2s 27 28 2s 30 31 32 33 34 35 36 37 38 39 40 41 a2 43 a4 45 46 47 48 49 50 default hereunder, the Holder of this Bond may exercise any of the rights and privileges granted by the laws of the State of Minnesota subject to the provisions of the Resolution. The Bonds of this issue, itogether with the Recreational Facilities Gross Revenue Bonds previously issued by the City pursuant to the Resolution, as supplemented from time to time, in the aggregate original principal amount of $ ] are secured by a first and prior lien upon the Revenues of the Parks and Recreation System of the Issuer and by sums held in a Reserve Account. The Issuer is authorized under certain conditions to issue additional revenue obligations on a parity of lien with these Bonds [and prior issues of Recreational Facilities Gross Revenue Bonds], all as provided in the Resolution. The Bonds of this series and any other revenue obligations heretofore or hereafter issued on a parity therewith are referred to herein as the ��Parity Bonds". All other capitalized terms used but not defined herein have the meanings assigned to those terms in the Resolution. Special Obligations; Prioritv of Lien. The Bonds and the interest thereon are payable solely and exclusively from the Revenues of the Parks and Recreation System of the Issuer pledged to the payment thereof on a parity of lien with other bonds of the Issuer, and do not constitute a debt of the Issuer within Che meaning of any constitutional, Charter or statutory limitation of indebtedness. In the event of any default hereunder, the Holder of this Bond may exercise any of the rights and privileges granted by the laws of the State of Minnesota, subject to the provisions of the Resolution. The Bonds of this issue (with interest thereon) [, together with ,] are a first and prior lien upon the Revenues o£ the Parks and Recreation System of the Issuer, except that the Issuer is 327283.Red v8 to V5; 8/28/96 B-6 i�_�o��- authorized under certain conditions to issue additional revenue obligations on a parity of lien with these Bonds, all as provided in the Resolution. Parity Bonds. Additional bonds payable from Revenues [have been, and may be,] may be issued on a parity with the Bonds as provided in the Resolution. Bonds Not General Obligations. The Bonds are issued without moral obligation on the part of the State of Minnesota or its political subdivisions. The Bonds, including interest thereon, are payable solely from the revenues and assets pledged to the payment thereof. The Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory or Charter limitation of indebtedness. The Bonds do not constitute a general obligation or debt of the Issuer, County of Ramsey, State of Minnesota or any political subdivision thereof and do not cons�itute nor give rise to a pecuniary liability of the Issuer, County of Ramsey, State of Minnesota or any political subdivision thereof or any of their officers, employees and agents, except to the extent of Net Revenues pledged under the Resolution, or a charge against the Issuer's general credit or taxing powers. Holders. For the purposes of all actions, consents and other matters affecting Holders of Bonds issued under the Resolution, the tenn "Holder�� shall include the owners of beneficial interests in any Bond as shown by the certificate of the person or entity in whose name (or in whose nominee name) such Bond is registered. Unless the City receives such a certificate, the City may treat the Holder in whose name (or in whose nominee name) a Bond is registered as the owner of all the interest therein. Action bv Holders. The Holders of fifty-one percent (Slo) or more in aggregate principal amount of all Bonds at any time outstanding under the Resolution may, either by law or in equity, by suit, action, or other proceedings, protect and enforce the rights of all xolders of Bonds then outstanding, or enforce and compel the performance of any and all of the covenants and duties specified in the Resolution to be performed by the Issuer or its officers and agents; provided, however, that nothing shall affect or impair the right of any Holder to enforce the payment of the principal of and interest on any Bond at and after the maturity thereof, or the obligation of the Issuer to pay the principal of and interest on each of the Bonds issued to the respective Holders thereof at the time and place, from the source and in the manner provided in the Bonds. 327283.Red V8 to V5; 8/28/96 B � ��-to�� Denominations; Exchanae: Resolution. The Bonds are 2 issuable solely as fully registered bonds in the denominations of 3 $5,000 and integral multiples thereof of a single maturity and 4 are exchangeable for fully registered Bonds of other authorized s denominations in equal aggregate principal amounts at the s principal office of the Bond Registrar, but only in the manner � and subject to the limitations provided in the Resolution. s Reference is hereby made to the Resolution for a description of s the rights and duties of the Bond Registrar. Copies of the to Resolution are on file in the principal office of the Bond �i Registrar. 12 13 14 15 16 17 ta is 20 27 � 23 24 25 26 27 29 2s 30 31 32 33 34 35 36 37 38 39 40 a1 a2 a3 a4 45 46 a� as a9 50 Modification of Resolution. No change, amendment, modification or alteration shall be made in the covenants made with Holders of all Bonds issued under the Resolution as from time to time supplemented without the consent of the Holders of not less than sixty percent (60%) in aggregate principal amount of all Bonds then outstanding except for changes, amendments, modifications and alterations (a) made to cure any ambiguity or formal defect or omission, or (b) made in connection with the issuance of Additional Bonds, or (c? which preserve the exclusion from gross income of interest on Tax-Exempt Bonds under Section 103 of the Internal Revenue Code of 1986, as amended, or (d) which would not materially prejudice the Holders of outstanding Bonds; provided, however, that nothing herein contained shall permit or be construed as permitting {1) an extension of the maturity of the principal of or the interest on any Bonds, or (2) a reduction in the principal amount of any Bond or the rate of interest thereon, or (31 a privilege or priority of any Bond or Bonds over any other Bond or Bonds except as otherwise provided in the Resolution, or (4) a reduction in the aggregate principal amount of Bonds required for consent to any change, amendment, modification or alteration, or (5) the creation of any lien ranking prior to or on a parity with the lien of the Bonds, except as expressly permitted by the Resolution as supplemented, or (6) a modification of any of the provisions of this paragraph, withaut the consent of the Holders of one hundred percent (1000) of the principal amount of all Bonds outstanding. Transfer_ This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination oz denominations, in 327283.Red VS to V5; 8/28/96 B-8 ��-��I� aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owner. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the puxpose of receiving payment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Not Oualified Tax-Exempt Obliaations. The Bonds have not been designated by the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the federal Internal Revenue Code of 1986, as amended. The Bonds do not qualify for such designation. 327283.Red V8 to V5; 8/28/96 B-9 ac- �� t 2 3 4 5 s � a s io 11 12 }3 l4 15 16 17 �8 19 20 21 22 23 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in £ull according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 327283.Red V8 to V5; 8/28/96 B-1� ��, �o�� ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: 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 exchange or any other "Eligible Guarantor Institution�� as defined in 17 CFR 240.17Ad-15(a)(2). The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) 327283.Red V8 to V5; 8/28/96 8-11 ��.�0�2- T7J: PZ4 rzx: HEADLINP: S&P Rts St. Pau1,MIV Recreatioruct Fc Grocs Rv Bnds a+ NY -• Stanriard & 1'oor 5 CreditWire �4/28/9G -- Standard & Poor's today kas acsigned iu siszgte-'A'•pius Tating to St. Paut, Minn.'s recreational faciiity gro� revenue bonds series 1995D due 1998-ZDIQ. The outtook is siable. 7Yee rating ref IecLc -- Tize pieaged gross revenues from a first tien me certain city park and recreation operating ree�enues, inciuding, but not limired to, admission fees, pernxits, and eqc�ipment rentals at vnriotiu pnrk system faeilities; -- The city's covenant to maintain tke annuai operatioru of ii:e parks and recreation syste»i, if necessary, frorn grneral city funds, si strengthening ilze pdedge for bondkolders; and -- The ciry coveriaiet to set f ees and cFiarges to generate revenues of at Ieusi 2.5 times (x) maxisnum debt service on the bonds. Bond proezeds witt be appTied to tlte coruirucrion of a dorned sports facility as part of the city's park system. Renenues from the nea� arena fvi11 be the first to be applied to bond principal and interest payments. 17eposits to the debt payment accaunt are to he made monthly from the pledged revenues. 7'�ne city is recpiired to maintatn a Jzbt szrnice reserve account equai ro tke lesser of tnezxirnurre annual debt service, or IO% of the principat issuec�. Pariry bonds may be fssued provided 2) annuat piec�ged revenues are 5x ficture rrurxirnum debt service; 2) each project gerceraLes revenues o f at ieasL 1.2x futcrre maximurn debt servzce based on historitaT receipts; and 3) the issuance of the proposed b�rnds would have no imj�att rnt the dty'� credirivarthiness_ Future variable rate parity debt is required to kave a tiquidity faciIity ratzd singte-'A or hig3ter by Stundard & Poor's. 2'ledged ree•enues are concentrated 3vitk goT f course fees generating 55%•65% of annuat availabTe receipts. However, ihe city's ; piedge to suppte�nent the operating rever�ues from generut tity funds enjucnces tke security sigrtiffcanily. The ciry's general ereditwor£hiness rernains strong, witk its futt faittt and credit �erteral obligation borals rated double-'A'-plus. The city's labor farce and job ba�e have groivn throzeglz most of the 2990s. Income lei.�els are about lOS°% of the metropotitan area. The reo onal ove�'suP�Iy of deveYoped properties depressed rrtarket values and Ftaced pressure on the eity's property tax beue dacrlrag I990-I995. in�t ihe net tax capaciry for fiscat 1996 reflects a stabitization in ralues. The city has maixtnined a strong financial position, and overaiI rtet property tax-supported debt hus increased in recent yeurs, bad r•e»tnins rnoderate at $1,400 per' ca�ita. Witk ei.ty coicncii's approvat, the pariu a�cd recreation division may Iease or seil fcu�iiities anet may enter into contractual senrice agreements [o manage pa�1u operatiores: Future changes fn tke park and recreation system must maintain revenues at required levets frn additionai bonds to be issued. OUTLQOK: Stable. x'Yce ozetloo� refLects tke expected contimcation oj the strong ptedged revenue ievels und the maintenance of tke cety'sgeneral creditwortkiness, Standard & Poor's said- -- CrediiWire � -- -- ---- -- - Conract: Ernest R. Perew New York (1) ZI1-208-1855, �� f d� ICevin D. Tttylor, New York (1) 2I2-208-29I0, Steven J. Murphy, New York (2) 212-208-28Q6. TOTAL P.03