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96-258�{°-r��'ff�`�fl i �u 6 � �' I j 'i. .—. �.s RESOLUTION CITY OF SAINT PAUL, MINNESOTA Preserrted By Referred To 1 2 3 6 7 8 9 10 11 12 13 14 15 16 17 Committee: Date ACCEPTING PROPOSAL ON SALE OF APPROXIMATELY $6,750,000 GENERAL OBLIGATION STREET IMPROVEMENT REFUNDING BONDS, SERIES 1996C, PROVIDING FOR THEIR ISSUANCE, AND LEVYING A TAX FOR TfiE PAYMENT THEREOF WHEREAS, the Director, Department of Einance and � Management Services, has presented an Official Statement containing Terms of Proposal for approximately $6,750,000 General Obligation Street Improvement Refunding Bonds, Series 1996C (the "BOnds"), of the City of Saint Paul, Minnesota (the "City"), for which proposals were to be considered at this meeting in accordance with authorization given by this Council to negotiate the sale of such bonds and others; and WHEREAS, the proposals set forth on Exhibit A attached hereto were received pursuant to the Terms of Proposal at the offices of Springsted Incorporated at 10:30 A.M., Central Time, this same day; 18 WHEREAS, the Director, Department of Finance and 19 Management Services, has advised this Council that the proposal 20 of (�Q�q� K2�h `F' C-Q, was found to be the most advantageous 21 and as reco mended that said proposal be accepted; and 22 WHEREAS, it is necessary and expedient to provide 23 moneys for a full advance refunding of outstanding bonds of the 24 City's General Obligation Improvement Bonds, Series 1985A (the 25 "1985 Prior Bonds"), dated July 1, 1985, as the date of original 26 issue; and the 1985 Prior Bonds mature on February 1 of each 27 year, were issued in the aggregate principal amount of $1,375,000 28 and are outstanding in the principal amount of $690,000, of which 29 the full $690,000 (the ��1985 Refunded Bonds") are Callable on 30 August 1, 1996, without a premium; and 31 WHEREAS, it is necessary and expedient to provide 32 moneys for a full advance refunding of outstanding bonds of the 33 City's General Obligation Street Improvement Special Assessment 34 Bonds, Series 1986 (the "1986 Prior Bonds"), dated June 1, 1986, 35 as the date of original issue; and the 1986 Prior Bonds mature on 36 February 1 of each year, were issued in the aggregate principal 37 amount of $2,4�0,��0 and are outstanding in the principal amount 38 of $1,320,000 (the "1986 Refunded Bonds"), of which $1,200,000 39 are callable on February 1, 1997, without a premium; and 314236.2 Council File # � �� �50 Green Sheet °I�-�5�' 1 2 3 4 5 6 7 8 9 WHEREAS, it is necessary and expedient to provide moneys for a full advance refunding of outstanding bonds of the City's General Obligation Street Improvement Special Assessment Bonds, Series 1987 (the "1987 Prior Bonds"), dated April 1, 1987, as the date of original issue; and the 1987 Prior Bonds mature on March 1 of each year, were issued in the aggregate principal amount of $2,280,000 and are outstanding in the principal amount of $1,400,000, of which the full $1,400,000 (the "1987 Refunded Bonds") are callable on September 1, 1996, without a premium; and 10 WHEREAS, it is necessary and expedient to provide 11 moneys for a full advance refunding of outstanding bonds of the 12 City's General Obligation Street Improvement Special Assessment 13 Bonds, Series 1988D (the "1988 Prior Bonds"), dated March 1, 14 1988, as the date of original issue; and the 1988 Prior Bonds 15 mature on March 1 of each year, were issued in the aggregate 16 principal amount of $2,700,000 and are outstanding in the 17 principal amount of $1,710,000, of which the full $1,710,000 (the 18 "1988 Refunded Bonds") are callable on September 1, 1996, without 19 a premium; and 20 WHEREAS, it is necessary and expedient to provide 21 moneys for a full advance refunding of outstanding bonds of the 22 City's General Obligation Street Improvement Special Assessment 23 Bonds, Series 1989B (the "1989 Prior Bonds"), dated March 1, 24 1989, as the date of original issue; and the 1989 Prior Bonds 25 mature on March 1 of each year, were issued in the aggregate 26 principal amount of $2,000,000 and are outstanding in the 27 principal amount of $1,350,000 (the "1989 Refunded Bonds"), of 28 which $1,050,000 are first callable on March l, 1999, without a 29 premium; and 30 31 32 33 34 35 36 37 38 39 WHEREAS, it is necessary and expedient to provide moneys for a current refunding of outstanding bonds of the City's General Obligation Street Improvement Special Assessment Bonds, Series 1990B (the "1990 Prior Bonds"), dated April 1, 1990, as the date of original issue; and the 1990 Prior Bonds mature on March 1 of each year, were issued in the aggregate principal amount of $3,150,000 and are outstanding in the principal amount of $1,970,000, of which the full $1,970,000 (the "1990 Refunded Bonds") are callable on any day (3une 1, 1996, having been chosen) without a premium; and 40 WHEREAS, the 1985 Prior Bonds, 1986 Prior Bonds, 1987 Prior 41 Sonds, 1988 Prior Bonds, 1989 Prior Bonds and 1990 Prior Bonds 42 are collectively referred to herein as the "Prior Bonds"; and the 43 1985 Refunded Bonds, 1986 Refunded Bonds, 1987 Refunded Bonds, 44 1988 Refunded Bonds, 1989 Refunded Bonds and 1990 Refunded Bonds 45 are collectively referred to herein as the "Refunded Bonds"; and 46 WHEREAS, refunding the Refunded Bonds with the Bonds in 47 the amount set forth in this resolution is consistent with 48 covenants made with the holders thereof, and is necessary and 3'14236.2 Z °I `- a 5�" 1 desirable pursuant 2 Subdivision 3, for 3 City; and to Minnesota Statutes, Section 475.67, the reduction of debt service cost to the 4 WHEREAS, the City has heretofore issued registered 5 obligations in certificated form, and incurs substantial costs 6 associated with their printing and issuance, and substantial 7 continuing transaction costs relating to their payment, transfer 8 and exchange; and 10 11 12 13 14 15 16 17 18 19 20 21 22 23 WHEREAS, the City has determined that 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 (the "National 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 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 24 WHEREAS, "Participants" means those financial insti- 25 tutions for whom the Depository effects book-entry transfers and 26 pledges of securities deposited and immobilized with the 27 Depository; and 28 WHEREAS, The Depository Trust Company, a limited 29 purpose trust company organized under the laws of the State of 30 New York, or any of its successors or successors to its functions 31 hereunder (the "Depository"), will act as such depository with 32 respect to the Bonds except as set forth below, and there is 33 before this Council a form of letter of repre5entations (the 34 '�Letter of Representations") setting forth various matters 35 relating to the Depository and its role with respect to the 36 Bonds; and 37 38 39 40 41 42 43 44 WHEREAS, the City will deliver the Bonds in the form of one certificate per maturity, each representing the entire principal amount of the Bonds due on a particular maturity (each a"Global Certificate"), which single certificate per maturity may be transferred on the City's bond register as required by the Uniform Commercial Code, but not exchanged smaller denominations unless the City determines to issue Replacement Bonds as provided below; and date for 45 WHEREAS, the City will be able to replace the 46 Depository or under certain circumstances to abandon the "global 47 book-entry form" by permitting the Global Certificates to be 314236.2 �6 � 1 exchanged for smaller denominations typical of ordinary bonds 2 registered on the City's bond register; and "Replacement Bonds" 3 means the certificates representing the Bonds so authenticated 4 and delivered by the Bond Registrar pursuant to paragraphs 6 and 5 12 hereof; and WHEREAS, "Holder" as used herein means the person in whose name a Bond is registered on the registration books of the City maintained by the City Treasurer or a successor registrar appointed as provided in paragraph 8(the ��BOnd Registrar"); and 10 WHEREAS, Rule 15c2-12 of the Securities and Exchange 11 Commission prohibits "participating underwriters" from purchasing 12 or selling the Bonds unless the City undertakes to provide 13 certain continuing disclosure with respect to the Bonds; and 14 15 16 17 18 19 20 WHEREAS, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2(9), public sale requirements do not apply to the Honds if the City retains an independent financial advisor and determines to sell the Bonds by private negotiation, and the City has instead authorized a competitive sale without publication of notice thereof as a form of private negotiation; and 21 WHEREAS, proposals for the Bonds have been solicited 22 Springsted Incorporated pursuant to an Official Statement and 23 Terms of Proposal therein, and the City has retained the right 24 change the issue size from the $6,750,000 proposed to the 25 $6,710,000 set forth in this resolution: 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 NOW, THEREFORE, BE IT RESOLVED by the Council of the City oP Saint Paul, Minnesota, as follows: i� to 1. Acceptance of Proposal. The proposal of Morgan Keegan & Company (the "Purchaser'�) to purchase $6,710,000 General Obligation Street Improvement Refunding Bonds, Series 1996C, of the City (the "Bonds", or individually a"BOnd"), all in accordance with the Terms of Proposal for the bond sale, at the rates of interest set forth hereinafter, and to pay for the Bonds the sum of $6,638,154.29 (which represents a pro rata adjustment to the actual proposal of $6,677,726 for the $6,750,000 proposed principal amount of the Bonds), plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable proposal received and is hereby accepted, and the Bonds are hereby awarded to the Purchaser. The Director, Department of Finance and Management Services, or her designee, is directed to retain the deposit of the Purchaser and to forthwith return to the others making proposals their good faith checks or drafts. 2. Title; Original Issue Date: Denominations; Maturities. The Bonds shall be titled "General Obligation Street Improvement Refunding Bonds, Series 1996C", shall be dated April 314236.3 G! �� � �s� 1 l, 1996, as the date of original issue and shall be issued 2 forthwith on or after such date as fully registered bonds. The 3 Bonds shall be numbered from R-1 upward. Global Certificates 4 shall each be in the denomination of the entire principal amount 5 maturing on a single date. Replacement Bonds, if issued as 6 provided in paragraph 6, shall be in the denomination of $5,0�0 10 11 12 13 14 15 16 17 18 �• r 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 each or in any integral multiple thereof of a single maturity. The Bonds shall mature, without option of prepayment, on March 1 in the years and amounts as follows: Year 1997 1998 1999 2000 2001 2002 2003 2004 Amount $365,000 565,000 565,000 565,000 575,000 550,000 550,000 550,000 Year 2005 2006 2007 2008 2009 2010 2011 Amount $550,000 525,000 475,000 350,000 250,000 175,000 100,000 The 1997, 1998, 1999 and 2000 maturities were each proposed in a $10,0�0 higher amount. 3. Purpose; Findinas. The Bonds (together with other available funds in the sinking funds created for the Prior Bonds) shall provide funds for a full advance refunding of the Refunded Bonds. The Prior Bonds were issued to finance the costs of various street improvements in the City (the "Projects" or "Improvements"). It is hereby found, determined and declared that: (i) this refunding is pursuant to Minnesota Statutes, Section 475.67, Subdivision 3, and is necessary or desirable for the reduction of debt service cost to the City; (2) this refunding is a full advance refunding under federal law governing tax-exempt bonds of all the Refunded Bonds other than the 1990 Refunded Bonds (for which it is a current refunding), and is an advance refunding of the 1986 Refunded Bonds and 1989 Refunded Bonds pursuant to Minnesota Statutes, Section 475.67, Subdivision 12, but is a current refunding of the 1985 Refunded Bonds, 1987 Refunded Bonds, 1988 Refunded Bonds and 1990 Refunded Bonds within the meaning of Minnesota Statutes, Section 475.67, Subdivision 12; and (3) as of April 1, 1996, the present value of the dollar amount of debt service on the Bonds is lower by at least three percent (3%) than the present value of the dollar amount of debt service on the 1986 Refunded Bonds and 1989 Refunded Bonds, and also on the Refunded Bonds in the aggregate, though current refundings are not required to produce such three percent (30) savings. 45 4. Interest. 46 semiannually on March 1 47 "Interest Payment Date") 48 calculated on the basis 314236.3 The Bonds shall bear interest payable and September 1 of each year (each, an , commencing September 1, 1996, of a 360-day year of twelve 30-day � � -� 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Year 1997 1998 1999 2000 2001 2002 2003 2004 Interest Rate 3.600 4.10 4.20 4.35 4.50 4.60 4.70 4.80 Maturitv Year Interest Rate 2005 2006 2007 2008 2009 2010 2011 4.80% 4.90 5.00 5.10 5.20 5.25 5.25 5. Description of the Global Certificates and Global Book-Entry System. Upon their original issuance the Bonds will be issued in the form of a single Global Certificate for each maturity, deposited with the Depository by the Purchaser and immobilized as provided in paragraph 6. No beneficial owners of interests in the Bonds will receive certificates representing their respective interests in the Bonds except as provided in paragraph 6. Except as so provided, during the tenn of the Bonds, beneficial ownership (and subsequent transfers of beneficial ownership) of interests in the Global Certificates will be reflected by book entries made on the records of the Depository and its Participants and other banks, brokers, and dealers participating in the National System. The Depository's book entries of beneficial ownership interests are authorized to be in increments of $5,000 of principal of the Bonds, but not smaller increments, despite the larger authorized denominations of the Global Certificates. Payment of principal of, premium, if any, and interest on the Global Certificates will be made to the Bond Registrar as paying agent, and in turn by the Bond Registrar to the Depository or its nominee as registered owner of the Global Certificates, and the Depository according to the laws and rules governing it will receive and forward payments on behalf of the beneficial owners of the Global Certificates. Payment of principal of, premium, if any, and interest on a Global Certificate may in the City's discretion be made by such other method of transferring funds as may be requested by Che Holder of a Global Certificate. 39 6. Immobilization of Global Certificates by the 40 Denository; Successor Depository; Replacement Bonds. Pursuant to 41 the request of the Purchaser to the Depository, which request is 42 required by the Terms of Proposal, immediately upon the original 43 delivery of the Bonds the Purchaser will deposit the Global 44 Certificates representing all of the Bonds with the Depository. 45 The Global Certificates shall be in typewritten form or otherwise 46 as acceptable to the Depository, shall be registered in the name 47 of the Depository or its nominee and shall be held immobilized 48 £rom circulation at the offices of the Depository on behalf of 314236.3 6 °I � - � s - 1 the Purchaser and subsequent bondowners. T`he Depository or its 2 nominee will be the sole holder of record of the Global 3 Certificates and no investor or other party purchasing, selling 4 or otherwise transferring ownership of interests in any Bond is 5 to receive, hold or deliver any bond certificates so long as the 6 Depository holds the Global Certificates immobilized from 7 circulation, except as provided below in this paragraph and in 8 paragraph 12. 9 Certificates evidencing the Bonds may not after their 10 original delivery be transferred or exchanged except: li (i) Upon registration of transfer of ownership of a 12 Global Certificate, as provided in paragraph 12, 13 (ii) To any successor of the Depository (or its 14 nominee) or any substitute depository (a "substitute 15 depository") designated pursuant to clause (iii) of this 16 subparagraph, provided that any successor of the Depository 17 or any substitute depository must be both a"clearing 18 corporation" as defined in the Minnesota Uniform Commercial 19 Code at Minnesota Statutes, Section 336.8-102, and a 20 qualified and registered ��clearing agency'� as provided in 21 Section 17A of the Securities Exchange Act of 1934, as 22 amended, 23 (iii) To a substitute depository designated by and 24 acceptable to the City upon (a) the determination by the 25 Depository that the Bonds shall no longer be eligible for 26 its depository services or (b} a determination by the City 27 that the Depository is no longer able to carry out its 28 functions, provided that any substitute depository must be 29 qualified to act as such, as provided in clause (ii) of this 30 subparagraph, or 31 (iv) To those persons to whom transfer is requested 32 in written transfer instructions in the event that: 33 (a) the Depository shall resign or discontinue 34 its services for the Bonds and the City is unable to 35 locate a substitute depository within two (2) months 36 following the resignation or determination of non- 37 eligibility, or 38 (b) upon a determination by the City in its sole 39 discretion that (1) the continuation of the book-entry 40 system described herein, which preCludes the issuance 41 of certificates (other than Global Certificates) to any 42 Holder other than the Depository (or its nominee), 43 might adversely affect the interest of the beneficial 44 owners of the Bonds, or (2) that it is in the best 45 interest of the beneficial owners of the Bonds that 46 they be able to obtain certificated bonds, 314236.2 q4-ass� 1 in either of which events t 2 its detennination and of th 3 (the "Replacement Bonds") t 4 the registration, transfer 5 be conducted as provided in 6 In the event 7 be authorized by this 8 presentation of Global 9 to the substitute or s 10 successor depository s 11 purposes and functions 12 Representations shall 13 depository unless the 14 depository so agree, a 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 he City shall notify Holders of e availability of certificates o Iiolders requesting the same and and exchange of such Bonds will paragraphs 9B and 12 hereof. of a succession of the Depository as may paragraph, the Bond Registrar upon Certificates shall register their transfer uccessor depository, and the substitute or hall be treated as the Depository for all under this resolution. The Letter of not apply to a substitute or successor City and the substitute or successor nd a similar agreement may be entered into. 7. Rede�tion. (a) O�tional Redemption: Due Date. All Bonds maturing after March 1, 2004, shall be subject to redemption and prepayment at the option of the City on such date and on any day thereafter at a price of par plus accrued interest. 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 as the City shall determine; and if only part of the Bonds having a common maturity date are called for prepayment, the Global Certificates may be prepaid in $5,000 increments of principal and, if applicable, the specific Replacement Sonds 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. (b) Notation on Global Certificate. 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. (c) Selection of Replacement Bonds. To effect a partial redemption of Replacement Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Replacement Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then select by 374236.2 �(,-as� 1 2 3 4 5 6 !19 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 lot, using such method o£ selection as it shall deem proper in its discretion, from the numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Replacement Bonds to be redeemed. The Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Replacement Bond of a denomination of more than $5,OQ0 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. (d) Partial Redemption of Replacement Bond. If a Replacement Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the City and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Aolder of such Replacement Bond, without service charge, a new Replacement Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or 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. (e) RecLuest 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 and the redemption date. (f) Notice. Mailed notice of redemption shall be given 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 of the City of its intention to redeem and pay such Bonds at office of the Bond Registrar. Notice of redemption shall be to name the given by first class mail, postage prepaid, mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be redeemed, at the address appearing in the Bond Register. All notices of redemption shall state: (i) The redemption date; 44 (ii) The redemption price; 374236.2 �`-a��' 1 2 3 4 5 6 7 8 9 10 11 (iii) If less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed; (iv) 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 (v) The place where such Bonds are to be surrendered for payment of the redemption price (which shall be the office of the Bond Registrar). 12 (g) Notice to De�ository. Notices to The Depository Trust 13 Company or its nominee shall contain the CUSIP numbers of the 14 Bonds. If there are any Holders of the Bonds other than the 15 Depository or its nominee, the Bond Registrar shall use its best 16 efforts to deliver any such notice to the Depository on the 17 business day next preceding the date of mailing of such notice to 18 all other Holders. 19 8. Bond Re�strar. The Treasurer of the City is 20 appointed to act as bond registrar and transfer agent with 21 respect to the Bonds (the "BOnd Registrar°}, and shali do so 22 unless and until a successor Bond Registrar is duly appointed. A 23 successor Bond Registrar shall be an officer of the City or a 24 bank or trust company eligible for designation as bond registrar 25 pursuant to Minnesota Statutes, Chapter 475, and may be appointed 26 pursuant to any contract the City and such successor Bond 27 Registrar shall execute which is consistent herewith. The Bond 28 Registrar shall also serve as paying agent unless and until a 29 successor paying agent is duly appointed. Principal and interest 30 on the Bonds shall be paid to the Holders (or record holders) of 31 the Bonds in the manner set forth in the forms of Bond and 32 paragraph 14 of this resolution. 33 34 35 36 37 38 39 9. Forms of Bond The Bonds shall be in the form of Global Certificates unless and until Replacement Bonds are made available as provided in paragraph 6. Each form of bond may contain such additional or different terms and provisions as to the form of payment, record date, notices and other matters as are consistent with the Letter of Representations and approved by the City Attorney. 40 A. Global Certificates. The Global Certificates, 41 together with the Certificate of Registration, the Register of 42 Partial Payments, the form of Assignment and the registration 43 information thereon, shall be in substantially the following form 44 and may be typewritten rather than printed: 314236.2 1 0 °��- � 2 3 4 5 R- UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL 6 GENERAL OBLIGATION STREET IMPROVEMEN'I' REFUNDING 7 BOND, SERIES 1996C 8 INTEREST MATURITY DATE OF 9 RATE DATE ORIGINAL ISSUE 10 March 1, 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 REGISTERED OWNER: April 1, 1996 CUSIP PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey Coun�y, Minnesota (the "ISSUer" or "City"), certifies that it is indebted and for value received promises to pay to the registered owner specified above or on the certificate of registration below, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on March 1 and September 1 of each year (each, an "Interest Payment Date��), commencing September 1, 1996, 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 herein of such redemption, stating the amount so redeemed, or may return the Bond to the Bond Registrar in exchange for a new Bond in the proper principal amount. Such notation, if made by the Holder, shall be for reference only, and may not be relied upon by any other person as being in any way detenninative of the principal amount of this Bond outstanding, unless the Bond Registrar has signed the appropriate column of the panel. 314236.2 1 1 °IG•�.s� 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 Interest on this Bond will be paid on each Interest Payment Data in same-day funds by 2:30 p.m., Eastern time, to the person in whose name this Bond is registered (the "HOlder" or "Bondholder'�) on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth calendar day preceding such Interest Payment Date (the "Regular Record Date"). Interest payments shall be received by the Holder no later than 2:30 p.m., Eastern time; and principal and premium payments shall be received by the Holder no later than 2:30 p.m., Eastern time, if the Bond is surrendered for payment enough in advance to permit payment to be made by such time. Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. 22 Date of Payment Not Business Day, If the date for 23 payment of the principal of, premium, if any, or interest on this 24 Bond shall be a Saturday, Sunday, legal holiday or a day on which 25 banking institutions in the City of New York, New York, or the 26 city where the principal office of the Bond Registrar is located 27 are authorized by law or executive order to close, then the date 28 for such payment shall be the next succeeding day which is not a 29 Saturday, Sunday, legal holiday or a day on which such banking 30 institutions are authorized to close, and payment on such date 31 sha21 have the same force and effect as if made on the nominal 32 date of payment. 33 RedemAtion. All Bonds of this issue (the '�Bonds'") 34 maturing after March 1, 2004, are subject to redemption and 35 prepayment at the option of the Issuer on such date and on any 36 day thereafter at a price of par plus accrued interest. 37 Redemption may be in whole or in part of the Bonds subject to 38 prepayment. If redemption is in part, those Bonds remaining 39 unpaid may be prepaid in such order oP maturity and in such 40 amount per maturity as the City shall determine; and if only part 41 of the Bonds having a common maturity date are called for 42 prepayment, this Bond may be prepaid in $5,000 increments of 43 principal. Bonds or portions thereof called for redemption shall 44 be due and payable on the redemption date, and interest thereon 45 shall cease to accrue from and after the redemption date. 46 Notice of Redemption. Mailed notice of redemption 47 shall be given to the paying agent (if other than a City officer) 48 and to each affected Holder of the Bonds. In the event any of 49 the Bonds are called for redemption, written notice thereof will 50 be given by first class mail mailed not less than thirty (30) 314236.2 1 2 �G -�� 1 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 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. Replacement or Notation of Bonds after Partial Redemption. Upon a partial redemption of this Bond which results in the stated amount hereof being reduced, the Holder may in its discretion make a notation on the panel provided herein of such redemption, stating the amount sa redeemed. Such notation, if made by the Holder, shall be £or reference only, and may not be relied upon by any other person as being in any way determinative of the principal amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond of the same series having the same stated maturity and interest rate and of the authorized denomination in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance: Purpose: General Obliaation. This.Bond is one of an issue in the total principal amount of $6,710,000, all of like date of original issue and tenor, except 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, including particularly Minnesota Statutes, Section 475.67, and the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on March 13, 1996 (the "Resolution"), for a full advance refunding of various of the Issuer's general obligation street improvement bonds maturing in 1997 and later. This Bond is payable out of the General Obligation Special Assessments--Streets Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and «re hereby irrevocably pledged. 43 Denominations; Exchange: Resolution. The Bonds are 44 issuable originally only as Global Certificates in the denomina- 45 tion of the entire principal amount of the issue maturing on a 46 single date or, if a portion of said principal amount is prepaid, 47 said principal amount less the prepayment. Global Certificates 48 are not exchangeable for fully registered bonds of smaller 49 denominations except to evidence a partial prepayment or in 50 exchange for Replacement Bonds if then available. Replacement 314236.3 13 ��-�s� 1 Bonds, if made available as provided below, are issuable solely 2 as fully registered bonds in the denominations of $5,000 and 3 integral multiples thereof of a single maturity and are 4 exchangeable for fully registered Bonds of other authorized 5 denominations in equal aggregate principal amounts at the 6 principal office of the Bond Registrar, but only in the manner 7 and subject to the limitations provided in the Resolution. 8 Reference is hereby made to the Resolution for a description of 9 the rights and duties of the Bond Registrar. Copies of the 10 Resolution are on file in the principal office of the Bond 11 Registrar. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event that: (a) 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 determination 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 its nominee), might adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated bonds. 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 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. Transfer of this Bond may, at the direction and expense 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. 314236.2 14 � � _ as� 1 Fees upon Transfer or Loss. The Bond Registrar may 2 require payment of a sum sufficient to cover any ta:c or other 3 governmental charge payable in connection with the transfer or 4 exchange of this Bond and any legal or unusual costs regarding 5 transfers and lost Bonds. 6 Treatment of Reaistered Owner. The Issuer and Bond 7 Registrar may treat the person in whose name this Bond is 8 registered as the owner hereof for the purpose of receiving 9 payment as herein provided (except as otherwise provided with 10 respect to the Record Date) and for all other purposes, whether 11 or not this Bond shall be overdue, and neither the Issuer nor the 12 Bond Registrar shall be affected by notice to the contrary. 13 Authentication This Bond shall not be valid or become 14 obligatory for any purpose or be entitled to any security unless 15 the Certificate of Authentication hereon shall have been executed 16 by the Bond Registrar. 17 Not Oualified Tax-Exempt Obliaations. The Bonds have 18 not been designated by the Issuer as ��qualified tax-exempt 19 obligations" for purposes of Section 265(b)(3) of the federal 20 Internal Revenue Code of 1986, as amended. 21 IT IS HEREBY CERTIFIED AND RECITED that all acts, 22 conditions and things required by the Constitution and laws of 23 the State of Minnesota and the Charter of the Issuer to be done, 24 to happen and to be performed, precedent to and in the issuance 25 of this Bond, have been done, have happened and have been 26 performed, in regular and due form, time and manner as required 27 by law, and that this Bond, together with all other debts of the 28 Issuer outstanding on the date of original issue hereof and on 29 the date of its issuance and delivery to the original purchaser, 30 does not exceed any constitutional or statutory or Charter 31 limitation of indebtedness. 314236.2 15 q� -as� 1 2 3 4 5 6 7 � IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City Council has caused this Bond to be sealed with its official seal and to be executed on its behalf by the photocopied facsimile signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and countersigned by the photocopied facsimile signature of its Director, Department of Finance and Management Services. Date of Registration: 12 BOND REGISTRAR'S 13 CERTIFICATE OF 14 AUTHENTICATION 15 This Bond is one of the 16 Bonds described in the 17 Resolution mentioned 18 within. 19 20 21 , 22 Bond Registrar 23 24 25 26 27 ��]'. 29 30 By Authorized Signature (SEAL) Registrable by: e at: CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA Mayor Attest: City Clerk Countersigned: Director, Department of Finance and Management Services General Obligation Street Improvement Refunding Bond, Series 1996C, No. R- 314236.2 16 � �-a s� 1 2 3 4 [2 7 0 � 10 11 12 13 CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amount of the attached Bond may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF REGISTRATION REGISTERED OWNER SIGNATUREs' OF BOND REGISTRAR 314236.2 17 qc�_as� 1 REGISTER OF PARTIAL PAYMENTS 2 The principal amount of the attached Bond has been prepaid on the 3 dates and in the amounts noted below: 4 Signature of Signature of 5 Date Amount Bondholder Bond Registrar 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 If a notation is made on this register, such notation has the 23 effect stated in the attached Bond. Partial payments do not 24 require the presentation of the attached Bond to the Bond 25 Registrar, and a Holder could fail to note the partial payment 26 here. 314236.2 1 $ q`. as� � ABBREVIATIONS 2 The following abbreviations, when used in the inscription on 3 the face of this Bond, shall be construed as though they were 4 written out in full according to applicable laws or regulations: 5 TEN COM - as tenants in common 6 TEN ENT - as tenants by the entireties 7 JT TEN - as joint tenants with right of survivorship 8 and not as tenants in common 9 UTMA - as custodian for 10 (Cust) (Minor) li under the Uniform Transfers to Minors Act 12 (State) 13 Additional abbreviations may also be used 14 though not in the above list. 314236.2 1 9 �I G -�--5�" � 2 3 4 5 6 7 8 ASSIGNMENT For value received, the undersigned hereby sells, assigns and trans£ers unto the attached Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. 9 Dated: 10 11 12 13 14 15 16 F�1►i Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the attached Bond in every particular, without alteration or any change whatever. Signature Guaranteed: 18 Signature(s) must be guaranteed by a national bank or trust 19 company or by a brokerage firnl having a membership in one of the 20 major stock exchanges or any other "Eligible Guarantor 21 Institution�� as defined in 17 CFR 240.17Ad-15(a)(2). 22 The Bond Registrar will not effect transfer of this 23 Bond unless the information concerning the transferee requested 24 below is provided. 25 3� 27 28 29 30 Name and Address: 314236_2 (Include information for all joint owners if the Bond is held by joint account.) 20 °1 S, - a�sp- 1 2 3 4 5 6 7 9 10 il 12 13 14 15 B. Renlacement $onds. If the City has notified Holders that ReplaCement Bonds have been made available as provided in paragraph 6, 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 G1obal 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 beneficial owners may prefer the convenience of the Depository's registered ownership of the Bonds even though the entire issue is no longer required to be in global book-entry foYm. The Replace- ment Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: 314236.2 2 1 °��•1S�' 1 2 3 4 s x- 6 GENERAL OBLIGATION STREET IMPROVEMENT 7 REFUNDING BOND, SERIES 1996C S 8 INTERFs'ST MATURITY DATE OF 9 RATE DATE ORIGINAL ISSUE CUSIP 10 Aprii 1, 1996 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 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, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on March 1 and September 1 of each year (each, an "Interest Payment Date"), commencing September 1, 1996, 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 close of business on the fifteenth calendar day preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL 314236.2 2 2 °I � • as� 1 becomes available for payment of the defaulted interest. Notice 2 of the Special Record Date shall be given to Bondholders not less 3 than ten days prior to the Special Record Date. The principal of 4 and premium, if any, and interest on this Bond are payable in 5 lawful money of the United States of America. 6 REFERENCE IS AEREBY MADE TO THE FURTHER PROVISIONS OF 7 THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL 8 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. 9 IT IS FIEREBY CERTIFIED AND RECITED that all acts, 10 conditions and things required by the Constitution and laws of 11 the State of Minnesota and the Charter of the Issuer to be done, 12 to happen and to be performed, precedent to and in the issuance 13 of this Bond, have been done, have happened and have been 14 performed, in regular and due form, time and manner as required 15 by law, and that this Bond, together with all other debts of the 16 Issuer outstanding on the date of original issue hereof and on 17 the date of its issuance and delivery to the original purchaser, 18 does not exceed any constitutional or statutory or Charter 19 limitation of indebtedness. 20 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey 21 County, Minnesota, by its City Council has caused this Bond to be 22 sealed with its official seal or a facsimile thereof and to be 23 executed on its behalf by the original or facsimile signature of 24 its Mayor, attested by the original or facsimile signature of its 25 Clerk, and countersigned by the original or facsimile signature 26 of its Director, Department of Finance and Management Services. 314236.2 2 3 ��-as� 1 2 3 4 Date of Registration Registrable by: Payable at: _ 5 BOND REGISTRAR'S 6 CERTIFICATE OF 7 AUTHENTICATION 8 This Bond is one of the 9 Bonds described in the 10 Resolution mentioned 11 within. 12 13 14 , 15 Bond Registrar 16 17 18 19 By Authorized Signature 20 (SEAL) 314236.2 CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA Mayor Attest: City Clerk Countersigned: Director, Department of Finance and Management Services � �I � ' � � � ON REVERSE OF BOND 2 Date of Pavment Not Business Day. If the date for 3 payment of the principal of, premium, if any, or interest on this 4 Bond shall be a Saturday, Sunday, legal holiday or a day on which 5 banking institutions in the City of New York, New York, or the 6 city where the principal office of the Bond Registrar is located 7 are authorized by law or executive order to Close, then the date 8 for such payment shall be the next succeeding day which is not a 9 Saturday, Sunday, legal holiday or a day on which such banking 10 institutions are authorized to close, and payment on such date 11 shall have the same force and effect as if made on the nominal 12 date of payment. 13 Redemption. All Bonds of this issue (the "Bonds") 14 maturing after March 1, 2004, are subject to redemption and 15 prepayment at the option of the Issuer on such date and on any 16 day thereafter at a price of par plus accrued interest. 17 Redemption may be in whole or in part of the Bonds 5ubject to 18 prepayment. Tf redemption is in part, those Bonds remaining 19 unpaid may be prepaid in such order of maturity and in such 20 amount per maturity as the City shall determine; and if only part 21 of the Bonds having a common maturity date are called for 22 prepayment, the specific Bonds to be prepaid shall be chosen by 23 lot by the Bond Registrar. Bonds or portions thereof called for 24 redemption shall be due and payable on the redemption date, and 25 interest thereon shall cease to accrue from and after the 26 redemption date. 27 Notice of Redemption. Mailed notice of redemption 28 shall be given to the paying agent (if other than a City officer) 29 and to each affected Holder of the Bonds. In the event any of 30 the Bonds are called for redemption, written notice thereof will 31 be given by first clas5 mail mailed not less than thirty (30) 32 days prior to the redemption date to each Holder of Bonds to be 33 redeemed. In connection with any such notice, the "CUSIP" 34 numbers assigned to the Bonds shall be used. 35 Selection of Bonds for Redembtion. To effect a partial 36 redempCion of Bonds having a common maturity date, the Bond 37 Registrar shall assign to each Bond having a common maturity date 38 a distinctive number for each $5,000 of the principal amount of 39 such Bond. The Bond Registrar shall then select by lot, using 40 such method of selection as it shall deem proper in its 41 discretion, from the numbers assigned to the Bonds, as many 42 numbers as, at $5,000 for each number, shall equal the principal 43 amount of such Bonds to be redeemed. The Bonds to be redeemed 44 shall be the Bonds to which were assigned numbers so selected; 45 provided, however, that only so much of the principal amount of 374236,2 2 5 �6 - �-Sfr 1 such Bond o£ a denomination of more than $5,00� sha11 be redeemed 2 as shall equal $5,000 for each number assigned to it and so 3 selected. If a Bond is to be redeemed only in part, it shall be 4 surrendered to the Bond Registrar (with, if the Issuer or Bond 5 Registrar so requires, a written instrument of transfer in form 6 satisfactory to the Issuer and Bond Registrar duly executed by 7 the Holder thereof or his, her or its attorney duly authorized in 8 writing) and the Issuer shall execute (if necessary) and the Bond 9 Registrar shall authenticate and deliver to the Holder of such 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 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 requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance; Purpose: General Obligation. This Bond is one of an issue in the total principal amount of $6,710,000, all of like date of original issue and tenor, except 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, including particularly Minnesota Statutes, Section 475.67, and the Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on March 13, 1996 (the "Resolution"), for the purpose of providing funds for a full advance refunding of various of the Issuer's general obligation street improvement bonds maturing in 1997 and later. This Bond is payable out of the General Obligation Special Assessments-- 5treet5 Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations; Exchange; Resolution. The Bonds are issuable solely as fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Re£erence 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. Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing 3'1423b.3 2 6 �IG-�S�' 1 at the principal office of the Bond Registrar upon presentation 2 and surrender hereof to the Bond Registrar, all subject to the 3 terms and conditions provided in the Resolution and to reasonable 4 regulations of the Issuer contained in any agreement with, or 5 notice to, the Bond Registrar. Thereupon the Issuer shall 6 exeCUte and the Bond Registrar shall authenticate and deliver, in 7 exchange for this Bond, one or more new fully registered Bonds in 8 the name of the transferee (but not registered in blank or to 9 "bearer" or similar designation), of an authorized denomination 10 or denominations, in aggregate principal amount equal to the 11 principal amount of this Bond, of the same maturity and bearing 12 interest at the same rate. 13 Fees upon Transfer or Loss. The Bond Registrar may 14 require payment of a sum sufficient to cover any tax or other 15 governmental charge payable in connection with the transfer or 16 exchange of this Bond and any legal or unusual costs regarding 17 transfers and lost Bonds. 18 19 20 21 22 23 24 25 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 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. 26 Authentication. This Bond shall not be valid or become 27 obligatory for any purpose or be entitled to any security unless 28 the Certificate of Authentication hereon shall have been executed 29 by the Bond Registrar. 30 Not Oualified Tax-Exem�t Obligations. The Bonds have 31 not been designated by the Issuer as "qualified tax-exempt 32 obligations" for purposes of Section 265(b)(3) of the federal 33 Internal Revenue Code of 1986, as amended. 3M14236.2 2 7 °��-.�s� �� ABBREVIATIONS 2 The following abbreviations, when used in the 3 inscription on the face of this Bond, shall be construed as 4 though they were written out in £ull according to applicable laws 5 or regulations: 6 TEN COM - as tenants in common 7 TEN ENT - as tenants by the entireties 8 JT TEN - as joint tenants with right of survivorship 9 and not as tenant5 in common 10 UTMA - as custodian for 11 (Cust) (Minor) 12 under the Uniform Transfers to Minors Act 13 (State) 14 Additional abbreviations may also be used 15 though not in the above list. 374236.2 2 $ q � . �sp' F� ASSIGNMENT 2 For value received, the undersigned hereby sells, 3 assigns and transfers unto 4 the within Bond and does 5 hereby irrevocably constitute and appoint 6 attorney to transfer the Bond on the books kept for the 7 registration thereof, with fu11 power of substitution in the 8 premises. 9 Dated: 10 Notice: The assignor's signature to this 11 assignment must correspond with the name 12 as it appears upon the face of the 13 within Bond in every particular, without 14 alteration or any change whatever. 15 Signature Guaranteed: � 17 Signature(s) must be guaranteed by a national bank or trust 18 company or by a brokerage firm having a membership in one of the 19 major stock exchanges or any other "Eligible Guarantor 20 Institution" as defined in 17 CFR 240.17Ad-15(a)(2). 21 The Bond Registrar will not effect transfer of this 22 Bond unless the information concerning the transferee requested 23 below is provided. 24 Name and Address: 25 26 27 28 (Include information for all joint owners if the Bond is held by joint account.) 314236.2 2 9 °��• as� 1 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 10. Execution The Bonds shall be executed on behalf of the City by the signatures of its Mayor, Clerk and Director, Department of Finance and Management Seivices, each with the effect noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that the seal of the City may be a printed or photocopied facsimile; and provided further that any of such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of any such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case any such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. 11. Authentication: Date of Registration. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated. For purposes of delivering the original Global Certificates to the Purchaser, the Bond Registrar sha11 insert as the date of registration the date of original issue, which date is April 1, 1996. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 12. Registration; Transfer: Exchanqe. 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 tran5ferred as herein provided. 42 A Global Certificate shall be registered in the name of 43 the payee on the books of the Bond Registrar by presenting the 44 Global CertifiCate for registration to the Bond Registrar, who 45 will endorse his or her name and note the date of registration 46 opposite the name of the payee in the certificate of registration 47 on the Global Certificate. Thereafter a Global Certificate may 314236.2 3 Q �� -�s� 1 be transferred by deliveiy with an assignment duly executed by 2 the Holder or his, her or its legal representative, and the City 3 and Bond Registrar may treat the Holder as the person exclusively 4 entitled to exercise all the rights and powers of an owner until 5 a G1oba1 Certificate is presented with such assignment for 6 registration of transfer, accompanied by assurance of the nature 7 provided by law that the assignment is genuine and effective, and 8 until such transfer is registered on said books and noted thereon 9 by the Bond Registrar, al1 subject to the terms and conditions 10 provided in this resolution and to reasonable regulations of the 11 City contained in any agreement with, or notice to, the Bond 12 Registrar. 13 Transfer of a Global Certificate may, at the direction 14 and e�ense of the City, be subject to other restrictions if 15 required to qualify the Global Certificates as being "in 16 registered form" within the meaning of Section 149(a) of the 17 federal Internal Revenue Code of 1986, as amended. 18 If a Global Certificate is to be exchanged for one or 19 more Replacement Bonds, all of the principal amount of the G1oba1 20 Certificate shall be so exchanged. 21 Upon surrender for transfer of any Replacement Bond at 22 the principal office of the Bond Registrar, the City sha11 23 execute (if necessary), and the Bond Registrar shall 24 authenticate, insert the date of registration (as provided in 25 paragraph 11) of, and deliver, in the name of the designated 26 transferee or transferees, one or more new Replacement Bonds of 27 any authorized denomination or denominations of a like aggregate 28 principal amount, having the same stated maturity and interest 29 rate, as requested by the transferor; provided, however, that no 30 bond may be registered in blank or in the name of "bearer" or 31 similar designation. 32 At the option of the Holder of a Replacement Bond, 33 Replacement Bonds may be exchanged for Replacement Bonds of any 34 authorized denomination or denominations of a like aggregate 35 principal amount and stated maturity, upon surrender of the 36 Replacement Bonds to be exchanged at the prinCipal office of the 37 Bond Registrar. Whenever any Replacement Bonds are so 38 surrendered for exchange, the City shall execute (if necessary), 39 and the Bond Registrar shall authenticate, insert the date of 40 registration of, and cleliver the Replacement Bonds which the 41 Holder making the exchange is entitled to receive. Global 42 Certificates may not be exchanged for Global Certificates of 43 smaller denominations. 314236.2 3 1 � G -�Sd'' 1 All Bonds surrendered upon any exchange or transfer 2 provided for in this resolution sha11 be promptly cancelled by 3 the Bond Registrar and thereafter disposed of as directed by the 4 City. 5 All Bonds delivered in exchange for or upon transfer of 6 Bonds shall be valid general obligations of the City evidencing 7 the same debt, and entitled to the same benefits under this 8 resolution, as the Bonds surrendered for such exchange or 9 transfer. 1� Every Bond presented or surrendered for transfer or 11 exchange shall be duly endorsed or be accompanied by a written 12 instrument of transfer, in form satisfactory to the Bond 13 Registrar, duly executed by the Holder thereof or his, her or its 14 attorney duly authorized in writing. 15 The Bond Registrar may require payment oP a sum 16 sufficient to cover any tax or other governmental charge payable 17 in connection with the transfer or exchange of any Bond and any 18 legal or unusual costs regarding transfers and lost Bonds. 19 Transfers shall also be subject to reasonable 20 regulations of the City contained in any agreement with, or 21 notice to, the Bond Registrar, including regulations which permit 22 the Bond Registrar to close its transfer books between record 23 dates and payment dates. 24 13. Rights Upon Transfer or Exchange. Each Bond 25 delivered upon transfer of or in exchange for or in lieu of any 26 other Bond shall carry all the rights to interest accrued and 27 unpaid, and to accrue, which were carried by such other Bond. 28 29 3� 31 32 33 34 35 36 37 38 39 40 41 42 43 14. Interest Payment; Record Date. Intere5t on any Global Certificate shall be paid as provided in the first paragraph thereof, and interest on any Replacement Bond shall be paid on each Interest Payment Date by Check or draft mailed to the person in whose name the Bond is registered (the ��Holder") on the 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 (i5th) calendar day preceding such Interest Payment Date (the "Regular Record 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 gayable 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 314236.2 3 2 � � - as� 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Holders not less than ten (10) days prior to the Special Record Date. 15. Holders: Treatment of Registered Owner; Consent of Holders. (A) For the purposes of all actions, consents and other matters affecting Holders of the Bonds, other than payments, redemptions, and purchases, the City may (but shall not be obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person in whose name the Bond is registered. Ror that purpose, the City may ascertain the identity o£ 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. 16 (B) The City and Bond Registrar may treat the person in 17 whose name any Bond is registered as the owner of such Bond for 18 the purpose of receiving payment of principal of and premium, if 19 any, and interest (subject to the payment provisions in paragraph 20 14 above) on, such Bond and for all other purposes whatsoever 21 whether or not such Bond shall be overdue, and neither the City 22 nor the Bond Registrar shall be affected by notice to the 23 contrary. 24 (C) Any consenC, request, direction, approval, objection or 25 other instrument to be signed and executed by the Holders may be 26 in any number of concurrent writings of similar tenor and must be 27 signed or executed by such Holders in person or by agent 28 appointed in writing. Proof of the execution of any such 29 consent, request, direction, approval, objection or other 30 instrument or of the writing appointing any such agent and of the 31 ownership of Bonds, if made in the following manner, shall be 32 suEfiCient for any of the purposes of this resolution, and shall 33 be conclusive in favor of the City with regard to any action 34 taken by it under such request or other instrument, namely: 35 (1) The fact and date of the execution by any person 36 of any such writing may be proved by the certificate of any 37 officer in any jurisdiction who by law has power to take 38 acknowledgments within such jurisdiction that the person 39 signing such writing acknowledged before him or her the 40 execution thereof, or by an affidavit of any witness to such 41 execution. 42 (2) Subject to the provisions of subparagraph (A) 43 above, the fact of the ownership by any person of Bonds and 314236.2 3 3 � EI 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 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_ 16. Deliver�• Application of Proceeds. The Global Certificates 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. 17. Fund and Accounts. There has been heretofore created and established the "General Obligation Special Assessments - Streets Debt Service Fund" (numbered 963, herein the "Debt Service Fund"). There is hereby created in the Debt Service Fund a special account of the City designated the "1996 Street Improvement Refunding Escrow Account" (the "1996 Street Improvement Refunding Escrow Account"), to be held and administered by Che Treasurer or Director, Department of Finance and Management Services, separate and apart from all other accounts of the City. The Debt Service Fund and the 1996 Street Improvement Refunding Escrow Account shall be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paid. (i) 1996 Street Improvement Refunding Escrow Account. The 1996 Street Improvement Refunding Escrow Account shall be maintained as an escrow account with American Bank National Association (the "Escrow Agent") in Saint Paul, Minnesota, which is a suitable financial in5titution within the State whose deposits are insured by the Federal Deposit Insurance Corporation and whose combined capital and surplus is not less than $500,000. All proceeds of the sale of the Bonds shall be received by the Escrow Agent and applied to fund the 1996 Street Improvement Re£unding EsCrow Account and pay the Escrow Agent's fees, and the balance returned to the City to pay costs of issuing the Bonds and funding the special sinking fund account in the Debt Service Fund. Proceeds of the Sonds not used to pay costs of issuance, not used to fund the sinking fund account in the Debt Service Fund or not representing an excess are hereby irrevocably pledged and appropriated to the 1996 Street Improvement Refunding Escrow Account, together with all investment earnings thereon. In addition, there shall be credited to the 1996 Street Improvement Refunding Escrow Account $2,073,000 from the special sinking fund accounts in the Debt Service Fund from which the Prior Bonds are payable, or so much thereof as is necessary, with the proceeds of the Bonds, to purahase the 314236.3 34 y� -�s8' 1 2 3 4 5 9 10 11 12 13 14 15 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 investments for the 1996 Street Improvement Refunding Escrow Account. The 1996 Street Improvement Re£unding Escrow Account shall be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as shall be required to provide sufficient funds to pay when due all debt service due on the Refunded Bonds after the date hereof until the principal thereon is paid by reason of maturity or by reason of early redemption; principal is due by reason of early redemption on Sune 1, 1996, for the 1990 Refunded Bonds, on August 1, 1996, for the 1985 Refunded Bonds, on September 1, 1996, for the 1987 Refunded Bonds and 1988 Refunded Bonds, on February 1, 1997, for the 1986 Refunded Bonds maturing thereafter, and on March 1, 1999, for the 1989 Refunded Bonds maturing thereafter. From the 1996 Street Improvement Refunding Escrow Account there shall be paid all debt service due on the Refunded Bonds after the date hereof until the grincigal thereon is paid by reason of maturity or by reason of early redemption; principal is due by reason of early redemption on June 1, 1996, for the 1990 Refunded Bonds, on August 1, 1996, for the 1985 Refunded Bonds, on September 1, 1996, for the 1987 Refunded Bonds and 1988 Refunded Bonds, on February 1, 1997, for the 1986 Refunded Bonds maturing thereafter, and on March 1, 1999, for the 1989 Refunded Bonds maturing thereafter. The moneys in the 1996 Street Improvement Refunding Escrow Account shall be used solely for the purposes herein set forth and for no other purpose, except that any surplus in the 1996 Street Improvement Refunding Escrow Account may be remitted to the City, all in accordance with an agreement (the "Escrow Agreement") by and between the City and Escrow Agent, a form of which agreement is on file in the office of the City Clerk. Any proceeds of the Bonds in excess of amounts necessary to fund the 1996 Street Improvement Refunding Escrow Account and to pay costs of issuing the Bonds, and any moneys remitted Co the City upon termination of the Escrow Agreement, shall be deposited in the Debt Service Fund. (ii) Special Sinking Fund Account. There is hereby pledged and there shall be credited Co the Debt Service Fund, to a special sinking fund account which is hereby created and established therein for the payment of the Bonds: (1) all accrued interest received upon delivery of the Bonds; (2) all funds paid for the Bonds in excess of $6,636,190; (3) any moneys remaining in the special sinking fund accounts for the Prior Bonds after the funding of the 1996 Street Improvement Refunding Escrow Account and all taxes collected for the Prior Bonds after such funding; (4} 314236.3 35 �6 �S� 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 collections of special assessments which were, prior to the issuance of the Bonds, pledged to the payment of the Prior Bonds or which were, prior to their payment on February 1, 1996, pledged to the payment of the City�s $2,500,000 General Obligation Temporary Improvement Special Assessment Bonds, Series 1993B; (5) any collections of all taxes herein or herea£ter levied for the payment of the Bonds and interest thereon; (6) all investment earnings on moneys held in said special account of the Debt Service Fund; and (7) any and all other moneys which are properly available and are appropriated by the governing body of the City to said special account of the Debt Service Fund. If moneys in the special account of the Debt Service Fund should ever be insufficient to pay debt service on the Bonds, the Bonds shall be paid from the Debt Service Fund or any other special account therein, and the Bonds are hereby made payable from the Debt Service Fund and any other special accounts therein for this purpose. Amounts drawn from the Debt Service Fund or any special account therein may be repaid with or without interest when moneys sufficient for such repayment are deposited in the special account relating to the Bonds in the Debt Service Fund. The amount of any surplus remaining in said special account of the Debt Service Fund when the Bonds and interest thereon are paid shall be used consistent with Minnesota Statutes, Section 475.61, Subdivision 4. The moneys in said special account in the Debt Service Fund shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from said special account in the Debt Service Fund as grovided by law, or to pay any rebate due to Che United States. No portion of the proceeds of the 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, and (2) in addition to the above in an amount not greater than $100,000 or such lesser amount as represents the "minor portion" of the Bonds for federal arbiCrage purposes. To this effect, any proceeds of the Bonds and any sums from time to time held in the 1996 Street Improvement Refunding Escrow Account or said special account in the Debt Service Fund (or any other City account which will be used to pay principal or interest to become due on the Bonds) in excess of amounts which under then-applicable federal arbitrage regulations may be invested without regard as 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_ 374236.3 3 6 �� �J�l� 1 3 4 _� 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 account any applicable "temporary periods" or '�minor portion" made available under the federal arbitrage regulations. In addition, the proceeds of the Bonds and moneys in the 1996 Street Improvement Refunding Escrow Account or the Debt Service Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149{b) of the federal Internal Revenue Code of 1986, as amended (the "Code"). 18. Special Assessments; Tax Levy: Coveraqe Test. The special assessments heretofore pledged to the payment of the Prior Bonds and to the City's $2,500,o00 General Obligation Temporary Improvement Special Assessment Bonds, Series 1493B, are hereby pledged to the payment of the Bonds. Further to provide moneys for payment of the princigal and interest on the Sonds, there is hereby levied upon a11 of Che taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax ro11s and collected with and as part of other general property taxes in the City for the years and in the amounts as follows: Year of Tax Levy Year of Tax Collection Amount 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 -0- 50,553 114,171 130,684 109,084 114,339 119,012 123,112 100,966 101,236 18,100 -0- -0- -0- The tax levies are such that if collected in full they, together with estimated collections of special assessments pledged to the payment of the Bonds, investment earnings and other revenues herein pledged for the payment of the Bonds, will produce at least five percent (50) in excess of the amount needed to meet when due the principai and interest payments on the Bonds. The tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner 314236.3 37 r• - : 1 2 3 4 5 6 8 9 10 11 12 13 14 and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. 19. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the balance in the Debt Service Fund (as defined in paragraph 17 hereof) is ever insufficient to pay a11 principal and interest then due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other £unds of the City which are available for such purpose, including the general fund of the City, and such other funds may be reimbursed with or without interest from the Debt Service Fund when a sufficient balance is available therein. 15 20. Appropriation. If an initial appropriation to the 16 1996 Street Improvement Refunding Escrow Account in addition to 17 the $2,073,��0 set forth in paragraph 17 is neCessary to 18 accomplish the full advance refunding of the Refunded Bonds, such 19 appropriation is hereby auChorized ancl made, and payment shall be 20 made from the General Fund of the City. 21 21. Refunded Bonds: Securitv. Until retirement of the 22 Refunded Bonds, all provisions heretofore made for the security 23 thereof shall be observed by the City and all of its officers and 24 agents. However, this City Council hereby finds, determines and 25 certifies to the Director of the Department of Property Records 26 and Revenue of Ramsey County that the proceeds of the sale of the 27 Bonds, together with other funds available and appropriated to 28 'the payment of the Refunded Bonds, will be sufficient to permit 29 the cancellation of taxes levied for the Prior Bonds in full for 30 collection in the years 1997 and later. 31 32 33 34 35 36 37 38 39 40 22. Securities; Escrow Agent. Securities purchased from moneys in the 1996 Street Improvement Refunding Escrow Account shall be limited to securities set forth in Minnesota Statutes, Section 475.67, Subdivision 8, and any amendments or supplements thereto. Securities purchased from the 1946 Street Improvement Refunding Escrow Account shall be purchased simultaneously with the delivery of the Bonds. The City Council has investigated the facts and hereby finds and determines that the Escrow Agent is a suitable financial institution to act as escrow agent. 41 23. Redem�tion of Refunded Bonds. The Refunded Bonds 42 shall be redeemed and prepaid as follows: on June 1, 1996, the 43 1990 Refunded Bonds, on August 1, 1996, the 1985 Refunded Bonds, 44 on September 1, 1996, the 1987 Refunded Bonds and 1988 Refunded 45 Bonds, on February 1, 1997, the 1986 Refunded Bonds maturing 374236.3 3 $ ��6 �8` 1 thereafter, and on March 1, 1999, the 1989 Refunded Bonds 2 maturing thereafter; all in accordance with the terms and 3 conditions set forth in the 13otices of Call for Redemption 4 attached hereto as Exhibit B, which terms and conditions are 5 hereby approved and incorporated herein by reference. Notices of 6 Ca11 for Redemption in substantially such forms sha11 be given by 7 the Treasurer to the bond registrar for the 1985 Refunded Bonds, 8 who shall mail notice of redemption of such issue. The Treasurer 9 as bond registrar for Refunded Bonds other than the 1985 Refunded 10 Bonds shall mail notice of redemption of each such issue of the 11 Refunded Bonds. Mailed notice shall be given as required in the 12 resolutions relating thereto, in each case not less than thirty 13 (30) days prior to the redemption date. For the 1986 Refunded 14 Bonds and 1989 Refunded Bonds, mailed notice sha11 also be given 15 no later than thirty (30) days after issuance of the Bonds. 16 24. Escrow Agreement. On or prior to the delivery of 17 the Bonds the Mayor and Director, Department of Finance and 18 Management Services, sha11, and are hereby authorized and 19 directed to, execute on behalf af the Citiy an Escrow Agreement. 20 All es5ential terms and conditions of such Escrow Agreement are 21 hereby approved and adopted and made a part of this resolution, 22 and the City covenants that it will promptly enforce all 23 provisions thereof in the event of default thereunder by the 24 Escrow Agent. 25 25. Purchase of Securities. The Treasurer, or anyone 26 designated by the Treasurer to act in her behalf, is hereby 27 authorized and directed to purchase securities for the 1996 28 Street Improvement Refunding Escrow Account, including any 29 appropriate United States Treasury Securities, State and Local 30 Government Series ("SLGS"), from the proceeds of the Bonds in 31 accordance with the provisions of this resolution, and to execute 32 all documents (including the appropriate subscription form) which 33 may be required to effect a purchase of SLGS in accordance with 34 the applicable U.S. Treasury Regulations. 35 26. Certificate of ReQistration. The Director, 36 Department of Finance and Management Services, is hereby directed 37 to file a certified copy of this resolution with the officer of 38 Ramsey County, Minnesota, performing the functions of the county 39 auditor (the "CounCy Auditor"), together with such other 40 information as the County Auditor shall require, and to obCain 41 the County Auditor�s certificate that the Bonds have been entered 42 in the County Auditor's Bond Register, and that the tax levy 43 required by law has been made. 44 27, Records and Certificates. The officers of �he 45 City are hereby authorized and directed to prepare and furnish to 46 the Purchaser, and to the attorneys approving the legality of the 3'1423b.3 3 9 y6 � 1 issuance of the Bonds, certified copies of all proceedings and 2 records of the City relating to the Bonds and to the financial 3 condition and affairs of the City, and such other affidavits, 4 certificates and information as are required to show the facts 5 relating to the legality and marketability o£ the Bonds as the 6 same appear from the books and records under their custody and 7 control or as otherwise known to them, and all such certified 8 copies, certificates and affidavits, including any heretofore 9 furnished, shall be deemed representations of the City as to the 10 facts recited therein. 11 28. Negative Covenants as to Use of Proceeds and 12 Proiects. The City hereby covenants not to use the proceeds of 13 the Bonds or to use the Projects financed with the proceeds of 14 the Prior Bonds, or to cause or permit them or any of them to be 15 used, or to enter into any deferred payment arrangements for the 16 cost of the Projects, in such a manner as to cause the Bonds to 17 be "private activity bonds" within the meaning of Sections 103 18 and 141 through 150 of the Code. The City hereby covenants not 19 to use the proceeds of the Bonds in such a manner as to cause the 20 Bonds to be "hedge bonds" within the meaning of Section 149(g) of 21 the Code. 22 29. Tax-Exempt Status of the Bonds; Rebate; Elections. 23 The City shall comply with requirements necessary under the Code 24 to establish and maintain the exclusion from gross income under 25 Section 103 of the Code of the interest on the Sonds, including 26 without limitation requirements relating to temporary periods for 27 investments, limitations on amounts invested at a yield greater 28 than the yield on the Bonds, and the rebate of excess investment 29 earnings to the United States. 30 If any elections are available now or hereafter with 31 respect to arbitrage or rebate matters relating to the Bonds, the 32 Mayor, Clerk, Treasurer and Director, Department of FinanCe and 33 Management Services, or any of them, are hereby authorized and 34 directed to make such elections as they deem necessary, 35 appropriate or desirable in connection with the Bonds, and all 36 such elections shall be, and shall be deemed and treated as, 37 elections o£ the City. 38 30. No Designation of Oualified Tax-Exempt 39 Obligations. The Bonds, together with other obligations issued 40 by the City in 1996, exceed in amount those which may be 41 qualified as "qualified tax-exempt obligations" within the 42 meaning of Section 2651b)(3) of the Code, and hence are not 43 designated for such purpose. 44 31. Letter of Representations. The Letter of 45 Representations is hereby approved, and shall be executed on 374236.3 4 0 9b —�-�8' 1 2 3 4 5 6 7 8 9 10 il 12 13 behalf of the City by the Mayor and Director, Department of Finance and Management Services, in substantiall� the form approved, with such changes, modifications, additions and deletions as shall be necessary and appropriate and approved by the City Attorney. Execution by such officers of the Letter of Representations shall be conclusive evidence as to the necessity and propriety of changes and their approval by the City Attorney. So long as The Depository Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the City shall comply with the provisions of the Letter of Representations, as it may be amended or supplemented by the City from time to time with the agreement or consent of The Depository Trust Company. 14 32. Negotiated Sale. The City has retained Springsted 15 Incorporated as an independent financial advisor, and the City 16 has heretofore determined, and hereby deternlines, to sell the 17 Bonds b�r private negotiation, all as provided by Minnesota 18 Statutes, Section 475.60, Subdivision 2(9). 19 33. Official Statement. Proposals for the Bonds were 20 solicited by Springsted Incorporated, acting on behalf of the 21 City. The use by Springsted Ineorporated of the Official 22 Statement, and the tesms and conditions of the Bonds and the sale 23 set forth in the Terms of Proposal therein, are hereby approved 24 and ratified. 25 26 27 28 29 30 31 34. Continuing Disclosure. The City is an obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "RUle"), promulgated by the SecuriCies 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: 32 A. Provide or cause to be provided to each nationally 33 recognized municipal securities information repository 34 (°NRMSIR") and to the appropriate state information 35 depository ("SID°), if any, for the State of Minnesota, in 36 each case as designated by the Commission in accordance with 37 the Rule, certain annual financial infosmation and operating 38 data in accordance with the Undertaking. The City reserves 39 the right to modify from time to time the terms of the 40 Undertaking as provided therein. 41 B. Provide or cause to be provided, in a timely 42 manner, to (i) each NRMSIR or to the Municipal Securities 43 ltulemaking Board ("MSRB") and (ii) the SID, notice of the 44 occurrence of certain material events with respect to the 45 Bonds in accordance with the Undertaking. 314236.3 4 1 �6 -�-� 1 C. Provide or cause 2 manner, to (i) each NRMSIR 3 notice of a failure by the 4 financial inforniation with 5 the Undertaking. 6 7 8 9 10 il 12 to be provided, in a timely or to the MSRB and (ii) the SID, City to provide the annual respect to the City described in The City agrees that its covenants pursuant to the Rule set forth in this paragraph 34 and in the Undertaking are intended to be for the benefit of the Holders of the Bonds and shall be enforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. 314236.3 42 ��-' !�}F'!�� 6 :; �� ��... :� q�-as� 1 The Mayor and Director, Department of Finance and 2 Management Services, or any other offiCers of the City authorized 3 to act in their stead (the "Officers"), are hereby authorized and 4 directed to execute on behalf of the City the Undertaking in 5 substantially the form presented to the City County, subject to 6 such modifications thereof or additions thereto as are (i) 7 consistent with the requirements under the Rule, (ii) required by 8 the Purchaser, and (iii) acceptable to the Officers. 9 35. Severabilitv. If any section, paragraph or 10 provision of this resolution shall be held to be invalid or 11 unenforceable for any reason, the invalidity or unenforceability 12 of such section, paragraph or provision shall not affect any of 13 the remaining provisions of this resolution. 14 36. Headinas. Headings in this resolution are 15 included for convenience of reference only and are not a part 16 hereof, and shall not limit or define the meaning of any 17 provision hereof. Adc Ada B APP By: Requested by Department of: De artment of Finance and Mana ement Servi Rv� �!/.�'{' y \ � �� Form A , � pprovetl by City Attomey By . l//.wu�.. T. �---� - 9c- as� ✓ DEPARTMEif�/OFFCE10pUNCA4 DASE INSTIATED 1 V� 3 2 J� O O Finance and Mana ement Services 3-28-96 GREEN SHEE _ CONTACTPER NdPHONE INRI ATE INfMVDATE ODEPAFiTMENTDIflECTOF �CITYCOUNCIL �H'+N CITYATfORNEY pNCLERK Martha Rantorowicz 266-8836 �ygEpFpp � MUST BE ON COUt�lL AGENOA BY (OAT� qp�� � BUDGEi DIAECTOR � FIN. & MGT. SERVICES DIH. ORDEit � MpYOp (OR ASSISTANT) � MaYCh 13 1496 70TAL # OP SIGNATURE PAGES (CLIP ALL LOCATIONS FOR SIGNATUR� AGTION REQUE5fEU: This resolution accepts the winning proposal and awards the bid for the $6,750,000 G.O. Street Improvement Refunding Bonds Series 1996C. This is a competitive bond sale and the award is going to the bidder found to be the most advantageous (lowest cost) to the City. RECOMMEN�A7lONS: App�ova (A) w Reiect (R� pERSONAL SERVICE CONTAACTS MUST ANSWER TNE F04LOWING �UESTIONS: _ PLANNMG CAMMISSION _ CIVIL SERVICE CAMMISSION �� Has ihis perso�rm ever worked under a contract for Nis tlepartment? �5_ qeCOMMRTEE _ YES 'NO � S7AFF _ 2. Has this parsonffirm ever been a city empbyee? YES NO _ DISTRIC7 COUHr _ 3. Does this personttirm possess a skill not normally possessetl by any curreM city employee? SUPPOfiTS WHICH COUNCIL OBJECTIVE? YES NO Explain all yes answers on Separete Sheet and attech to green sheet INITIATMG PROBLEM, i55UE, OPPORNNI'fY (Who, VJ�et. When, Wtiere. Why): These bonds are for the purpose of refunding the following Bonds: - G:O; Impxovement Bonds, Series 1985A G.O. Street Improvement Bonds, Series 1986, Series 1987, Series 1988D, Series 1989B, Series 1990B. $6,750,000 G.O. Street Improvement Refunding Bonds, Series 1996. FOR COUNCIL AGENDA OF MARCA 13, 1946 ADVANTAGES IFAPPROVED: �et savings due to the refundings and is approximately $�':623;�1 DISADYANTAGES IF APPROVED: ds �b e' " �g t a+t? g"'�+,����,� �.s�t" 4£` La�:��°"a � � r,ta� '°:i�;:] i � �,. > DISADVANTACaES IF NOTAPPROVED: We will miss this opportunity to acheive savings due to very low rates in todays market. TOTAL AMOUNT OF TRAPISACTION 5 6 JSO, OOO COSTlREVENUE BUDGETEO (CIRCLE ONE) ' YES NO FUNDIfdG SOURCE ACTIVI7Y NUMBEH FINANCIAL INFORMATION: (EXPLAIN) � �. - as� EXHIBITS Exhibit A - Proposals Exhibit B- Notices of Call for Redemption °I�- as� EXHIBIT B NOTICS OF CALL FOR REDEMPTION $690,000 GENERAL 0&LIGATION IMPROVEMENT BONDS, SERIES 1985A CITY OF SAINT PAUL RAMSEY COUNTY MINNESOTA NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Saint Paul, Ramsey County, Minnesota, there have been called for redemption and prepayment on August 1, 1996, outstanding bonds of the City designated as General Obligation Improvement Sonds, Series 1985A, dated Ju1y 1, 1985, as the date of original issue, having stated maturity dates of February 1 in the years as set forth below, bearing the CUSIP numbers set forth below, respectively, for such maturity years, bearing interest at the rates of interest per annum set forth below, respectively, for such maturity years, and totaling $690,000 in principal amount, bearing the numbers and in amounts as follows: Year CUSIP Number Interest 1997 1998 1999 200� 2001 2002 2003 2004 2005 2006 8.00o 8.10 8.20 8.30 8.20 8.20 8.20 8.20 8.20 8.20 Amount $70,000 70,000 65,000 70,000 70,000 70,000 65,000 70,000 70,000 70,000 All outstanding bonds of the issue maturing on or after February 1, 1997, are being called for redemption. The bonds are being called at a price of par plus accrued interest to August 1, 1996, on which date the redemption price will become due and payable and all interesC on said bonds will Cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the principal office of the paying 314236.2 9�•�5� agent for the bonds, First Trust National Association, in Saint Paul, Minnesota, on or before August 1, 1996. BY ORDER OF THE CITY COUNCIL /S/ City Clerk Additional information may be obtained from: SPRINGSTED INCORPORATED 85 East Seventh Place Suite 100 Saint Paul, Minnesota 55101-2143 (612) 223-3000 31423b.2 �I f. - a. S 8' SERIES 1986 CITY OF SAINT PAUL RAMSEY COUNT`Y MSNNESOTA NOTICE IS HEREBY GIVEN that by Council of the City of Saint Paul, Ramsey there have been called for redemption and February 1, 1997, order of the City County, Minnesota, prepayment on outstanding bonds of the City designated as General Obligation Street Improvement Special Assessment Bonds, Series 1986, dated June l, 1986, as the date of original issue, having stated maturity dates of February 1 in the years as set forth below, bearing the CUSIP numbers set forth below, respectively, for maturity years, bearing interest at the rates of interest per annum set forth below, respectively, for such maturity years, totaling $1,200,000 in principal amount, bearing the numbers in amounts as follows: $1,200,000 GENERAL OBLIGATION STREET IMPROVEMENT SPECIAL ASSESSMENT BONDS, NOTICE OF CALL FOR REDEMPTION Year CUSIP 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 79285� 79288a 792880 792880 792880 792880 7928&0 792880 792880 LX2 792880 LYO LP9 LQ7 LR5 LS3 LT1 LU8 LV6 LW4 Number R-11 R-12 R-13 R-14 R-15 R-16 R-17 R-18 R-19 R-20 Interest 7.20a 7.30 7.40 7.40 7.50 7.50 7.50 7.60 7.70 7.70 Amount $120,000 120,000 126,000 izo,000 120,000 120,000 120,000 120,000 120,000 iao,000 such and and All outstanding bonds of the issue maturing on or after February 1, 1998, are being called for redemption. The bonds are being called at a price of par plus accrued interest to February 1, 1997, on which date the redemption price will become due and payable and all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the principal office of the paying agent for the bonds, the Treasurer of the 314236.2 q.` - as� City of Saint Paul, 25 West Kellogg Boulevard, Room 160, Saint Paul, Minnesota 55102, on or before February 1, 1997. BY ORDER OF THE CITY COUNCIL /s! City Clerk Additional information may be obtained from: SPRINGSTED INCORPORATED 85 East Seventh Place Suite 10� Saint Paul, Minnesota 55101-2143 (612} 223-3000 stiyz36.z 9. ` - a.sr NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Saint Paul, Ramsey County, Minnesota, there have been called for redemption and prepayment on September 1, 1996, outstanding bonds of the City designated as General Obligation Street Improvement Special Assessment Bonds, Series 1987, dated April 1, 1987, as the date of original issue, having stated maturity dates of March 1 in the years as set forth below, bearing the CUSIP numbers set forth below, respectively, for such maturity years, bearing interest at the rates of interest per annum set forth below, respectively, for such maturity years, and totaling $1,400,000 in principal amount, bearing the numbers and in amounts as follows: $1,4�0,000 GENERAL OBLIGATION STREET IMPROVEMENT SPECIAL ASSESSMENT BONDS, SERIES 1987 CITY OF SAINT PAUL RAMSEY COUNPY MINNEsSOTA NOTICE OF CAL,I, FOR REDEMPTION Year CUSIP 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 792880 792880 792880 792880 792880 792880 792880 7928$0 792880 792880 792880 792880 MZ6 NC6 NE2 NG7 NJ1 NL6 NN2 NQ5 NR3 NS1 NT9 NU6 Number R-9 R-10 R-11 R-12 R-13 R-14 R-15 R-16 R-17 R-18 R-19 R-20 Interest Amount 5.60% 5.75 5.90 6.00 6.10 6.25 6.25 6.25 6.25 6.25 6.25 5.00 $125,000 100,000 125,000 125,000 125,000 125,000 125,000 100,000 125,000 100,000 125,000 100,000 All outstanding bonds of the issue maturing on or after March 1, 1997, are being called for redemption. The bonds are being called at a price of par plus accrued interest to September 1, 1996, on which date the redemption price will become due and payable and a11 interest on said bonds wi11 cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the principal office of the paying agent for the bonds, the Treasurer of the City of Saint 314236.2 °► `- as�- Paul, 25 West Kellogg Boulevard, Room 160, Saint Paul, Minnesota 55102, on or before September 1, 1996. BY ORDER OF THE CITY COUNCIL Additional infozmation may be obtained from: City Clerk SPRINGSTED INCORPORATED 85 East Seventh Place Suite 100 Saint Paul, Minnesota 55101-2143 (612) 223-3000 314236.2 a�-as� NOTICE OF CALL FOR REDEMPTION $1,710,000 GENERAL OBLIGATION STREET IMPROVEMENT SPECIAL ASSESSMENT BONDS, SERIES 1988D CITY OF SAINT PAUL RAMSEY COUNTY MINNESOTA NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Saint Paul, Ramsey County, Minnesota, there have been called for redemption and prepayment on September 1, 1996, outstanding bonds of the City designated as General Obligation Street Improvement Special Assessment Bonds, Series 1988D, dated March 1, 1988, as the date of original issue, having stated maturity dates of March 1 in the years as set forth below, bearing the CUSIP numbers set forth below, respectively, £or maturity years, bearing interest at the rates of interest per annum set forth below, respectively, for such maturity years, totaling $1,710,000 in principal amount, bearing the numbers in amount5 as follows: Year CUSIP 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 792880 PB6 792880 PC4 792880 PD2 792880 PEO 792880 PF7 792880 PG5 792880 PEi3 792880 PJ9 792880 PK6 79288� PL4 792880 PM2 792880 PNO 792880 PN5 Number R-8 R-9 R-10 R-11 R-12 R-13 R-14 R-15 R-16 R-17 R-18 R-19 R-20 Interest 6.300 6.40 6.50 6.60 6.70 6.80 6.90 7.00 7.00 7.10 7.10 7.20 7.20 Amount $145,000 145,000 140,000 140,000 135,000 135,000 135,000 130,000 130,�00 125,000 125,000 125,000 100,000 such and and All outstanding bonds of the issue maturing on or after March 1, 1997, are being called for redemption. The bonds are being called at a price of par plus accrued interest to September 1, 1996, on which date the redemption price will become due and payable and all interest on said bonds will cease to accrue. Holders of the bonds hereby Called for redemption are requested to present their bonds for payment at the principal office of the paying agent for the bonds, the Treasurer of the City of Saint 314236.2 9 c�— �S P Paul, 25 West Kellogg Boulevard, Room 160, Saint Paul, Minnesota 55102, on or before September 1, 1996. BY ORDER OF TE3E CITY COUNCIL /s/ City Clerk Additional information may be obtained from: SPRINGSTED INCORPORATED 85 East Seventh Place suite l00 Saint Paul, Minnesota 55101-2143 (612) 223-3000 314236.2 � !. - �.5� NOTICE IS HEREBY GIVEN that by Council of the City of Saint Paul, Ramsey there have been called for redemption and March 1, 1999, order of the City County, Minnesota, prepayment on outstanding bonds of the City designated as General Obligation Street Improvement Special A5sessment Bonds, Series 1989B, dated March 1, 1989, as the date of original issue, having stated maturity dates of March 1 in the years as set forth below, bearing the CUSIP numbers set forth below, respectively, for such maturity years, bearing interest at the rates of interest per annum set forth below, respectively, for such maturity years, and totaling $1,050,000 in principal amount, bearing the numbers and in amounts as follows: $1,050,000 GENERAL OBLIGATION STREET IMPROVEMENT SPECIAL ASSESSMEN'T BONDS, SERIES 1989B CITY OE SAIN`P PAUL RAMSEY COUNTY MINNESOTA NOTICE OF CALL FOR REDEMPTION Year CUSIP 2000 2001 20�2 2003 2004 2005 2006 2007 2008 2009 2010 792880 792880 792880 792880 792880 792880 792880 792580 SD9 792880 SE7 792880 SF4 792880 SG2 RW8 RX6 RY4 RZ1 SA5 SB3 SCl Number R-10 R-11 R-12 R-13 R-14 R-15 R-16 R-17 R-18 R-19 R-20 Interest 6.95a 7.00 7.00 7.05 7.10 7.10 7.20 7.20 7.25 7.25 7.25 Amount $100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 100,000 75,000 75,000 A11 outstanding bonds of the issue maturing on or after March 1, 2000, are being called for redemption. The bonds are being called at a price of par plus accrued interest to March 1, 1999, on which date the redemption price will become due and payable and all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the principal office of the paying 314236.2 R` - a-S�' agent for the bonds, the Treasurer of the City of Saint Paul, 25 West Kellogg Boulevard, Room 160, Saint Paul, Minnesota 55102, on or before March 1, 1999. BY ORDER OF THE CITY COUNCIL /s/ City Clerk Additional information may be obtained from: SPRINGSTED INCORPORATED 85 East Seventh Place Suite 100 Saint Paul, Minnesota 55101-2143 (612) 223-3000 314236.2 ��-�SP' $1,970,000 GENERAL OBLIGATION STREET IMPROVEMENT SPECIAL ASSESSMENT BONDS, NOTICE OF CALL FOR REDEMPTION SERIES 1990B CITY OF SAINT PAUL RAMSEY COUNTY MINNESOTA Council of there hav NOTICE IS HEREBY GIVEN that by the City of Saint Paul, Ramse e been called for redemption an June 1, 1996, order of the City y County, Minnesota, d prepayment on outstanding bonds of the City designated as General Obligation Street Improvement Special Assessment Bonds, Series 1990B, dated April 1, 1990, as the date of original issue, having stated maturity dates of March 1 in the years as set forth below, bearing the CUSIP numbers set forth below, respectively, for maturity years, bearing interest at the rates of interest per annum set forth below, respectively, for such maturity years, totaling $1,970,000 in principal amount, bearing the numbers in amounts as follows: Year CUSIP Number 1997 1998 1999 2�Q0 2001 2002 2003 2004 2005 2006 2007 2008 2009 201� 2011 792880 7928$0 792880 792880 792880 792880 792880 792880 792880 792880 792880 792880 792880 792880 792880 SW7 SY3 TA4 TCO TD8 TE6 TF3 TG1 TH9 TJ5 TK2 TLO TM8 TN6 TP1 R-7 R-8 R-9 R-10 R-11 R-12 R-13 R-14 R-15 R-16 R-17 R-18 R-19 R-2� R-21 Interest 6.40°s 6.50 6.55 6.60 6.65 6.70 6.75 6.80 6.90 7.00 7.00 7.00 7.00 7.00 7.00 Amount $140,000 140,000 130,000 130,000 130,000 130,000 130,OD0 130,000 130,�00 130,000 130,000 130,000 130,000 13�,000 130,000 such and and Al1 outstanding bonds of the issue maturing on or after March 1, 1997, are being called for redemption. The bonds are being called at a price of par plus accrued interest to September 1, 1996, on which date the redemption price will become due and payable and all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested 314236.2 �c-as� to present their bonds for payment at the principal office of the paying agent for the bonds, the Treasurer of the City of Saint Paul, 25 West Kellogg Boulevard, Room 160, Saint Paul, Minnesota 55102, on or before June l, 1996. BY ORDER OF THE CITY COUNCIL Additional inforniation may be obtained from: City C1erk SPRINGSTED INCORPORATED 85 East Seventh Place Suite 100 Saint Paul, Minnesota 55101-2143 (612) 223-3000 314236.2 DEPARTMENT OF FINANCE AND MANAGEMENT SBRVICES MmthaLarson,Disector Q`�p�s CIT Y OF SAINT PAUL zvo cu xou Telephone: 6Z2-2665797 Norm Coio�san, Mayor ZS W. Kellogg Bou7evm�d Facrimile: 6I2-2668919 SaintPau;Minnesota 55102 . February 20, 1996 Mayor Norm Coleman Council President Dave Thune ' Members of the City Council Third Floor City Hall 15 West Kellogg Boulevard Saint Paul, Minnesota 55102 Dear Mayor Coleman, Council President Thune and Members of the City Council: Attached are the recommendations and a calendar of events for the Cit}�s 1996 general obligation bond sales. The Department of Finance and Management Services wili present a report including these recommendations to the fuil Council on February 28, 1996. The competitive bid sale is scheduled for Wednesday, March 13, 1496, with the Council awarding the bids at the 3:30 Council meeting that afternoon. The law requires five Council votes for passage, so I hope you will plan to attend both of these meetings. If you have any questions pertaining to these recommendations, the schedule, or the bond sales, please do not hesitate to call me at 266-8797 or Martha Kantorowicz at 266-8836. Sincerely, � V � V�- ��-�— Martha L.arson, Director ML:mk attachment cc: Tom Cran Shirley Davis Terry Garvey Martha Kantorowicz Jim Snyder ✓Jerry Strathman F:��n��o�o���� Schedule far March 1996 Bond Sates City of Saint Paul, Minnesota 'Treasury Divisian SS4,500,000 Generat Obtigatian Capital fmpravement Bands, Sertes 1996A �2,220,OQ0 General Obligation Sfraet �mi996B �nt Special Assessment Bor►ds, Series 56,750,000 6enerat Obligation StreeE Improvement Refunding Sonds, Series 19S6C S9,�I4D,OOD General Obligation Water P1996Dn Abatement Refunding Bonds, Series February 5, 19s6 (Monday} February 92, 1996 (Monday) February 20, 1s96 (Tuesday) February 21, 199s (Wednesdayj February 22, 1996 (7hursday} First draft ot O�ciaf Statement sent to distribution list Drafting session to review Officia{ Statement- 9:00 A.M., o�ces of Springsted Rating teieconference preparation meeting -10;00 A.M., Treasury Conference Room Sond Sale Recammendations sent to Staff for Council and Mayor Second draft of Offcial Statement sent to designated small group for final review Deadline for finai Offlciai Statemenf revisions to 5pringsted (A.M.) February 23, 1996 (Friday) Final Q�cial Sfafement sent to printer for mailing to undetwriters Rating packages, inctudirtg O!S's and pre{iminary 9995 financiai statements, sent to rating agencies {end of day) Letter from Treasury to Council members reminding them of sale February 26, 9996 {Monday) Resolution awarding the bonds prepared by Briggs and Margan antl sent to Treasury for distnbution to Counci[ for agenda February 27, 1996 (Tuesday) pfQSS �B�F�earsai farrat ng te�lecanfersnca e 90:D0 A� M� o�ces of Sp�ingsted March 4, 1996 (Monday) Rating tefeconference with Fitch -1:00 P.M., o�ces of Springsfed March 5, 1996 (Tuesday) RaGng teleconferences with Moody's (9:0o A.M.) and S& P(11:o6 A.M.}, offices oE Springsted March �13, 1996 {Wednesday) Weak of April 8, 199B Receive and apen bids for 3aonds -10:30 A.M. City Council awards bids - 3:3Q P.M. (Need five Counci! votes) Settlement for bonds 2/2o/8E Q(.-�S� Recommendations For � City of Saint Paut, Minnesota $14,500,000 General Obligation Capital improvement Bonds, Series 1996A $2,220,000 General Obfigation Street Improvement Special Assessment Bonds, Series 1996B $6,750,000 Generai Obligation Street Improvement Refunding Bonds, Series 1996C $9,100,000 General Obligation Water Pollution Abatement Refunding Bonds, Series 1996D Study No. S0730L4M4N4 SPRINGSTED Incorporated February 19, 1996 85 E.SEVENTH PLACE,SUITE100 SAINT PAUL, MN 55101-2143 �� 612-223-3000 FAX:612-2233002 i SPRINGSTED Publ"u Finance $dvisars � February 19, 1996 Mayor Norm Coleman Members, City Council Ms. Martha Larson, Director, Department of Finance and Ms. Shirley Davis, Treasurer City of Saint Paul Saint Paul City Hall 15 West Kellogg Boulevard Saint Paul, MN 55102 Managemenf Services Re: Recommendations for the Issuance of: $14,500,000 General Obligation Capital Improvement Bonds, Series 1996A $2,220,000 General Obligation Street Improvement Special Assessment Bonds, Series9996B $6,750,000 General Obligation Street Improvement Refunding Bonds, Series 1996C $9,100,000 General Obligation Water Pollution Abatement Refunding Bonds, Series 1996D We respecffully request your consideration of our recommendations for the above-named issues. A summary ot fhe purpose and primary characteristics of each issue is provided herein. Capital lmprovement Bonds, Series 1996A The Capital Improvement Bonds are being issued to finance a portion of the Cify's 1996 Capital Improvement Program. The Capitai Improvement Bonds are being issued in the total principal amount of $14,500,000, with principal repayment due March 1, 1997 through 2006. 7he structure for this issue was determined after discussions with City staff about fluctuations in the annual tax levies for SAIVT P.4ll1, MN � 47IA'NEAP016, MN - BROOKFIELD,�✓I � OVERLAi�'D PARK, KS � N'hSHI1�GTON, DC � IOWA CITY, IA City of Saint Paul, Minnesota February 19, 1996 a`-as� existing tax-supported debt. The structure was customized to partiaily smooth out levy requirements in the next several years. Additionai customizing of the structure for Capital tmprovement Bonds is expected to be conducted for next years issue as wei{. The Capital Improvement Bonds will be paid primarily from annual tax levies. However, approx+mate{y $2 mi{lion ot the issue, representing a portion o4 the Wabasha Street Sridge financing, is expected to be paid from annual revenues from the District Heating franchise fee. Page 7 of these recommendations indicates the proposed debt service schedule for the Capital tmprovement Bonds and also shows the franchise fee revenue needed to ofFset the tax levy (Column 8). Column 9 indicates the esfimated tax levy portion of the issue based on current interest rates. The first levy for this issue was made in 1995, payable in 1996, to cover the first interest payment due on September 1, 1996 and the subsequent principal and interest payment due March 1, t�97. This payment cycie will continue for the life of the bonds. Street Improvement Special Assessment Bonds, Series 1996B The Street improvement Bonds are being issued in the totai principai amount of $2,220,000 to finance street construction projects for Cretin/Bayard, ComoNalentine, Fourth/Howard, Hatch/Park and Ivy/Birmingham. This issue will be paid from special assessments against benefited property. Speciaf assessments totaling approximatefy $2,220,0�0 are expected to be filed by November 15, 1996. Assessments that are not prepaid by that date will be spread in 20 even annual installments of principaf, with interest on the unpaid balance charged at an estimated rate of approximately 6.04%. Historically, the City has been receiving prepayments for approximately 20-30% of the assessments filed each year within 30 days of adoption of the assessment roils. In accordance with City policy, interest is not charged on prepayments received during the 30-day period. , Page 8 provides an estimated assessment income schedule and assumes approximateiy 20% of the assessments will be prepa+d. City staff has reviewed severa{ financing options in an effort to avoid assessment income shortfalls in the event the prepayments received cannot be invested at a rate at least equal to the bond rate. The debt service schedule for this issue has been structured to provide for a large principal payment of $300,00� in the first year (March 1, 1997), which wiil be made from the projected prepayments received in the first year of collection. Typicaliy, the remaining principal payments wouid be made over the next 19 years to match the remaining term of the assessments. However, prepayments historically continue to come in each year, so we have shoRened up the issue to a t2-year obligation with a balloon payment of $950,000 due on March 1, 2008. This will allow the City the flexibility to pay off all or a portion of that principai amount from additionaf prepayments which have been accumufating. lf a portion of the balloon payment cannot be covered by assessment funds on hand, the City can refinance that balance over the remaining term of the assessments. This refinancing could either take the form of an intemal toan or it could be included in the City's annual bond issue for street improvements. The debt service schedule for the Stteet Improvement Sonds is provided on page 9. The shortening of the issue's term to 12 years from 20 years has the potential to significantly reduce overall interest costs to the City. We have included a call feature in this issue which ailows the City to refinance the issue as eariy as Marcfi 1, 2004 or any date thereafter. Page 2 City of Saint Paul, Minnesota F9h���fy 19, 1996 Street Improvement Refunding Bonds, Series 1996C The objective of this refunding is to reduce interest costs on certain outstanding debt. Proceeds of the Street Improvement Refunding Bonds will be used to refund in advance of mafurity fhe following outstanding issues: Refurtded Street lm�trovement Bonds General Obligation improvement Bonds, Series 1985A, dated July 1, 1985 General Obiigation SVeet Improvement Special Assessment Bonds, Series 1986, dated June 1, 1986 General Obligation Street Improvement Special Assessment Bonds, Series 1987, dated April 1, 7987 Generat Obligafion Street Improvement Special Assessment Bonds, Series 1988D, dated March 1, 1988 General Obligation Street Improvement Special Assessment Bonds, Series 19896, dated March 1, 1989 General Obligation SVeet Improvement Special Assessment Bonds, Series 1990B, dated April 1, 1990 Total Refunded Debt Maturities to be Refunded 1997-2006 1997-2007 9997-2008 1997-2009 1997-2010 1997-2011 Total Amount of Refunded Princ�l ��:�:T�x�I�AI 1,320,000 1,400,000 1,710,000 1,350,000 • � ��� $8,440,000 Redemption Date 8-1-96 2-1-97 � 9-1-96 3-1-99 9-1-96 Based on current maricet conditions, we anticipate the 1985 through 1990 issues can be refinanced at a net effective rate of approximately 4.54%. The remaining debt currently outstanding for the 1985 through 1990 bonds carries net interest rates ranging from 6.02% to 8.20%. The net savings anticipated due to the refundings is approximately $1,623,212 and the present value savings is approximately $915,518. These savings figures are net of aii costs of issuance. A summary of the annual savings is shown in Column E on page 11 of these recommendations. Included in the refundings are cash contributions from each old issue, representing existing funds on hand as a result of assessment prepayments and investment income. The contribution of this cash in the refundings is required by arbitrage regulat+ons, but also allows the City to reduce the amount of new principal issued to replace the old bonds. In addition, the City used existing funds to cover a bailoon payment due on February 1, 1996 for its 1993 Temporary tmpr�vamenf Bonds, rather than extemally refinancing them. Prior to the refunding, the cash position for the 1985 through 1990 issues totaled approximately $3,555,900; payment of the 1993 Temporary Bonds totaled $1,482,295, leaving a net amount of remaining cash used in the refundings of approximafely $2,073,000. The 1985 through 1990 issues of street improvement special assessment bonds will be refunded by means of a"full net advance" refunding_ For this method of refunding, proceeds of the new issue will be placed in an escrow account held by a bank and invested in govemment securities to pay all of the debt service requirements of the oid bonds through the earliest call date for each issue. Page 3 City of Saint Paul, Minnesota February 19, 1996 ��.-as� The Street Improvement Refunding Bonds will be paid from the same assessme�ts originally fiied fior the 1985 through 1990 bonds. in addition, assessment income originally filed for the 1993 Temporary Bonds will also be used to cover debt service requirements. The debt service schedule for the Street Improvement Refunding Bonds is provided on page 12. Although the remaining assessment income of the '1985 through 1990 and 1993 bonds is pledged to this issue (Column 8), a net tax levy occurs, as shown in Column 9. This levy requirement is due to a situation regarding the 1986 Improvement Bonds. The City staff is reviewing fhe special assessment coltection history of the 1986 issue. Water Pollution Abatement Refunding Bonds, Series 1996D The objective of this refunding is to reduce interest costs on existing debt. Proceeds of the Water Pollution Abatement (WPA) Refunding Bonds wiil be used to refund in advance of maturity the following outstanding issues: Refunded WPA Bonds General Obiigation Water Poilution Abatement Refunding Bonds, Series 1975, dated March 1, 1975 Generai Obligation Water Poliution Abatement Refunding Bonds, Series 1987, daied April 1, 1987 Total Refunded Debt Maturities to be Refunded 1997-2005 1997-2004 Total Amount of Refunded Princi�l $1,410,000 fA�kX�Z�IU $8,845,000 Redemption �� 9-1-96 9-1-96 The refunding of the 1975 and 1987 WPA Bonds will be conducted using the same method as the Street lmprovement Refunding, a"fuil net advance" refundiRg. The 1975 WPA Bonds are outstanding at a net interest rate of 6.25% and the 1987 WPA Bonds are outstanding at a net interest rate ofi 5.83°l0. Based on current market conditions, we anticipate both issues can be refinanced at a net effective rate of approximately 4.16%. The net savings anticipated due to the refunding is approximately $500,157, with a present value savings of approximately $427,842. A summary of the annuat savings is shown in Column E on page 14. The City's existing WPA debt is currently being paid from net revenues of the City's sewer fund. {t is anticipated that the WPA Refunding Bonds wiN cantinue to be paid from this source as well. Common to AI� Issues In addition to our recommendations above for each individual issue, we recommend the following items, which are common to all four of the bond issues: Sale Date and Time � Prepayment Provisions Wednesday, March 13, 1996 at 10:30 A.M. with award by the Council at 3:30 P.M. the same day. For each issue, except the WPA Refunding, bonds maturing on March 1, 2005 and thereafter will be caliable on March 1, 2004 and any date thereafter at par and accrued interest. Due to their short maturity Page 4 City of Saint Paul, Minnesota Fshn:ary �o, 9996 3. 4. 5. � F� Credit Rating Comments Bank Qualificafion Rebate Requirements Bona Fide Debt Service Fund Economic Life Continuing Disclasure schedule, the WPA Refunding Bonds wi(f not be subject to redemption prior to their maturity. Rating applications will be made to Moody's Investors Service, Standard & Poors and Fitch Invesfors Service for these issues. City staff is currently preparing for rating teleconferences that will be heid with each of the agencies prior to the sa(es. These issues exceed $10,000,000 and are tfierefore not eligible for bank qualification. Non-bank-qualified bonds receive interest rates slightly higher than bank-qualified bonds. The bonds are subject to the federal rebate requirements. However, if the City can meet the 18-month or 2-year spend-down requirements for the Capital Improvement and Street Improvement Bonds, these issues will be exempt from rebate. The City will not owe any rebate from the investment of the bond proceeds for the two refunding issues because the proceeds will be inves#ed in the escrow accounts at a yield less than the yield on each of the refunding bond issues. The City must maintain a bona fide debt service fund for each issue or be subject to yield restriction. The average maturity of the bonds cannot exceed 120% of the economic (ife of the projects being financed. The economic life for infrastructure improvements is 20 years and for capital facilities ft is 40-50 years. `fhese issues are within the economic life requirements. These issues are subject to the SEC's new continuing disclosure rules. A summary of the requirements has been provided to your staff. Springsted provides continuing disclosure services under separate contract, copies of which have atso been provided to your staff. Page 5 City of Saint Paul, Minnesota February 19, 1996 9. Atfachments Respectfuliy submitted, ����z`�����c. �,���� SPRINGSTED lncorporated � �. -as�r Capital improvement Bonds Debt Service Schedule Assessment Income Schedule Street Improvement Bonds Debt Service Schedule Street Improvement Refunding Bonds Savings Schedule Street Improvement Refunding Bonds Debt Service Schedule WPA Refunding Bonds Savings Schedule Terms of Proposai for each issue mmc Provided to Staff: Summary of Continuing Disclosure Requirements Page 6 �a I � C lL G. � Q � V T = � W m� a� m a� a � r m N � C O m C 0 E > O �a O � � � C �� c a � � U 7 Q ac7 C 0 � t00p�j N O r' � � m � T •� U H tA � � rn a' r r ' � � W � � N m « -� m C H Y � � � 6. ❑ �lL � � o' F � v C Z � m � E � � � m ¢ t0 V fOCD��N Nc7aD t0 Ntpa f0 rr(OC90 iqNYt001 t_� �N V 10hc0 �AN P ��ON c91nCONN �t0 �OtOl7 CD CD CD N OD OD a0 OD GO T T r' N T r T T T r rfp(O N 101nTrlqfO NOCOOl�Pf� V �O ac�oo�o�n�oro iciuiaoaioim�o�ori �aomcowraomaon �n �n �n ao �o �o v_ �n �n �o T r T T r' T T r T T � m" � c001D t0 f0 <O'tON 3 t� 7rAtqODP3MN<O t C� �OlG7 haD e-�GD�� U�� T T O T(q {D {D CI Of O� ��� N N N ��� W N N � IL � � 0 � m IL � ma�cr��,-�n�nc�m �o� �N' rF (O'f�0� �N P�rON � C9 N(O N 10 V�O �!D W OD GD 00 N aD W 00 (O aD aD T T r N r t T T T T m n f0 m � T � N � N � T H � a � 10 N � n � � m T � O t q O O N� q O O O O b a � r-NrtONN00 � � *` O�' m '- !� � t0 i� !� G? 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L � Y r � m � 1 +i N V1 � ++ N C m O m �i+ N � m L �- �n a Page 8 � o �� � m �� - � 88 �� a� n. � �' � � �� �O� a �E� ��N � � � O m a v�i �S E ��� �� �N< A 7�T �N�NO �0��� W O Nd p N � � N N C _ C ��`" �N��������& �n�R����� _ � T� �� O�� N� n O O O O N p p� Np�1� (q tD P N C 3 W �h�OY�� c+f�NN� �00 W a v� �Z �-' � p OOOOOOOO OO �OOOOOOOOO n R � � � � .� � � o ° �����W������N�������� � ~ � �NS;� a'�r`������ � � � Y � � � ��� a� m a �� � � � 52000000000000000000 Q 25 rs � N � Q oaoi i 8 in in �n$v m 170 N�� � 01b P N W t0 aD ^n �0��7�c7M �`� ��0� � N � O� 1n a{ N���p � � r N� 000000000 u7 ! � p � ����n ��0� W �In� � O d . N � W � gg u�inoc� 000000000 o.a�m N$�a��uS�SvNs�d ~�� ��"�������� �S a� � � �� N C� W N�� 1q � N Cj jd0 0000000 O � c ���nn��io��v� $ � ��������������������� � � � � Y�j� � $ m� � � � O�iLL �� 1� Q � In h Q� �� ���(�(��(y�N�N�IV NNNN NNN N r ��� ������8�����8��°ssoosR < NtV NN NN NNNN(V NNN F T O �� � �� � � � m � � p C w m � ,���� ��_ I�a Z�c�a ��� � � c m m ���.. �' C U ¢ S Z Z g�t�0� � � vv r �t� •- $ � c � >��� C OI�V Sa'a'� m � N 0 � 0 � m m � U w •� Z � � � � � � yyy{{{ � �G U � �i � � � � � C �a� � �� � Page 9 �f �.-as� St. Paul, Minnesota G.O. Refunding Bonds, Series 1996 Full Net Advance Refunding of 6 Various G.O. Street Imp. Bonds Issuer Funds Required: $2,073,220.28 Date of Bonds: 04/01/96 Delivery Date: 04/09/96 Refunded Cafl Date: Various 1st Callable Date: Various Total Net Savings: i,6�3,211.82 Preserrt Va[�te 5avings. 915,51&.06 AsDln nf P.V_ ftef� lnt.: 27.5UD As �lu of P.V. Ref. DiS.: 9.41 �f Prepared: 02/�7/96 By SPRINGSTED Incorporated Page 10 St. Paul, Minnesota G.O. Refunding Bonds, Series 1996 Annual Savings Analysis Prepared: 02/17/96 By SPRINGSTfiD Incorporated Period Refunding Non-Refunded Total New Existing Ending Debt Service Debt Service Debt Service Debt Service (1) (2) (3) (4) (5) 09/O1/96 03/O1/97 63I,506.25 631,SQb.25 1,284,035.00 09/O1/97 03/O1/98 842,825.00 842,825.00 1,213,070.00 09/O1/98 03/O1/99 822,700.00 822,700.00 1,172,830.00 09/O1/99 03/O1/2000 801,425.00 801,425_00 1,131,SSd_00 Q9/O1/20QQ 03/O1/2001 779,000.00 779,000.00 1,079,890.00 09/01/2001 03/O1/2002 731,000.00 731,000.00 1,�32,955.00 09/O1/2002 03/O1/2003 708,450.00 708,450.00 980,512.50 09/01/2003 03/O1/2004 685,350.00 685,350.00 908,230.00 09/O1/2004 Savings or (Loss) (6) 652,528.75 370,245.OQ 350,130.00 330,425.�0 300,890.OQ 301,955.00 272,062.5Q 222,880_Od 03/Oi/2005 661,70Q.00 661,700.00 887,200.00 225,500_00 09/Ol/2005 03/O1/2006 612,SOO.dO 612,500.04 809,357.50 , 196,857.50 09/O1/2006 03/O1/2007 538,875.00 538,875.00 717,9�2.50 179,d77.50 09/O1/2007 03/O1/2008 392,025.00 392,025.00 530,725.00 138,700.Q� 09/O1/2008 03/O1/2009 275,575.00 275,575.00 350,375.00 74,800.00 09/O1/2009 03/O1/2010 188,575.00 188,575.00 2Z8,637.50 40,062.50 09/O1/2010 03/O1/2011 105,000.00 105,000.00 139,100.00 34,100.00 Totals 8,776,506.25 8,776,506.25 12,466,720.00 3,690,213.75 Present Value Rate_..: 4.35950o Funds from Issuer....: (2,073,22(3 Present Value Savings: 915,518.06 Funds to Sinking Fund: 6,218.35 As ° s of P.V. Ref. D/S: 9.41% Total. Net Savings....:1,623,211.82 Page 11 O�f � ' M a lL fl. t a m U T � ` � � m y m � a? ¢ a � a m N L C O m m C 'a C � N � c E > � O O a N � C � c � � C V _ y � � � � � = O � Q � �o� O �q � � n L U � p� � � � � � T � ' � � Q� � M � m m .� m C Y Y M � W a ��Il.. j� r N t D� O O O O O O O O O f� t� a 61 N� � Qv N�� �Q a >> n� conTr � � r N l7 a 3 v ��o �00000000000��,o����n ca� c`? �con�ooa C� � +- N t� r N Q y Y � a l O� O f 0 D ym�v 000n��N�^oYn000000 � �ZE aoa_�cr,-c'h'ico�o � � moioco<c�riviT ai � rnornrno rno� •� � r � 3 :J m S 'O " m � O N t7 C7 �tl �l1 � O) b d N � f� uf M N N « m £� �fNOW <O�tNOW ONO a�ncon N �c7 iAf� W O N d�DI�O�rc00 tD0 d � m� 6 f�7NO�D h�D M�-'Of Of0 �-'OCO (O r tn O O N C �W �rnn��(O b� �f �MNrW � W � a` m co q < �cin�000mmu�inrn�cva0000 c� �«�� CplOC7 W 1A tp I�r[DNrN �O N . Cq O O�aD 7� ��D t0 f��' c0�0 C?ON M �r w C7 � C7 P f� M O� � M N�- O� aD O N o ccoo�ca�cev,-rna�c � �o � m m ao n r� n co <c �n a a+- � a oS .-� Q "' f0 NO NO 00000 N N N Iq 0000 � � O N O N O O N� O O P N P 1� O o•� �noonaoov_conin000�nino NNr� CO �A+-N GDN Nt1D N C Y a G � a nnt u c�7N � T <O � O� O O O O O O� tn �A tq O O O p � N O N O N O O�� A O O P N I' � P O °" �ncor .m+ <Of�h<O*t oD iA�f�c7N �MN C NNN NN� ���••rGD (D d' N.- � \3. 3�°�2�O�o°•�\ e o 0 0 0 v o 0 0 0 0� o o� a � o . O O O O O O O O O O O O O O O O N O � N N 1� � O r N C7 �l �A �O 1� CO 01 O t- r N riric�irivvaad�vvvaaui+riui�ci � O � � n n � �D O � � O N �� o00000000000000000 0 a � O O O O O O O O O O O O O O O O � o00000000000000 0 = N� N b� O O O O N N O O� O O 1� P fr 1� I� 1A N�17 IA N t� N lf/ f� O �O a c7 ip � N N N �[7 � 10 N V' � N r � I� � M. - t�CO�O�NM V'N<D h�D�OrNl7 <F' � 16 � ��� O O O O O O O O O O r r r r i� ��� O O O O O O O O O O O O O O O � r r r N N N N N N N N N N N N N N N } ^- 1. ^ H t0 t� N� O N M Q 1n �O h 00 O1 O r N �>� rn rn rn rn rn o 0 0 0 0 0 0 0 0 o r 'v�" Q J � W�� T O O O O O O O O O O O O O � r �.-.- r N N N N N N N N N N N N N Q � O F � Z - as� I�A N h � o�O� N N m C O � y Gj r C y m � .�.. ¢ 3 � C C y .�U C 3 m - 4 a Z z N�o 3E n�cmu� N M � � V � a ,.�. R Q � � � � j 7 CI a� � � �U m Q Q F GI 7 v m t U N N L O N C O .� � m .-. � L � U !� G m �, . m 1 N � 7 y V � N N � � � s rn R C L � U � U N �a {p N £ � H � a � m m � � N L d � � l6 � i � � L C F. Page 12 St. Paul, Minnesota G.O. Refunding Bonds, Series f 996 Full Net Advance Refunding of G.O. WPA Bonds, Series 1975 & 1987 Even Annual Savings Structure tssuer Funds Required: $8,032.54 Date of Bonds: 04/01/96 Delivery Date: 04/10/96 Refunded Cail Date: 09/01/96 1 st Callable Date: 03/01/97 Total �+tef Savir�gs: 5i6(If1�7.2fs Present Va[ue Sartings, 427,842.2i. l�s. �a uf. P.�. Ref. lrrt.: 21 _33� AS �la tsf �.V. Refi. DlS�: 4.49°Y Prepared: 02117I96 By SPRINGSTED Incorporated Page 13 �L- as8' St. Paul, Minnesota G.0_ Refunding Bonds, Series 1996 Annual Savings Analysis Prepared: 02/17/96 By SPRINGSTED Incorporated Refunding I3on-Refunded Total New E�isting Date Debt Service Debt Service Debt Service Debt Service (1) (2) (3) (4) (5) 09/O1/96 03f01/97 1,543,702.�8 1,543,7�2.�8 1,621,775.0� 09/O1/97 03/O1/98 1,558,475.00 1,558,475.00 1,609,200.00 09/O1/98 03J01/99 1,539,725.00 1,539,725.00 1,592,325.00 09/O1/99 03/O1/2000 1,567,550.00 1,567,550.00 1,631,000.00 04/al/2Q�� 03/O1/2001 1,589,900.00 1,589,900.00 1,652,000.00 o9/oil2ooi 03/O1/2002 1,082,900.00 1,082,900.00 1,142,000.00 o9/oi/zooa 03/O1/2003 1,067,925.00 1,067,925.00 1,127,500.00 09/O1/2003 03/01f2004 5CO,S25.00 500,925.00 535,300.00 09/O1/2004 03/O1i2005 130,500.00 130,500.00 170,000.00 fiotals 10,581,602.08 Present Value Rate...: Present Value Savings: As % of P.V. Ref. D/S: Savings or (LOSS) (6) 78,072.92 50,725.00 52,600.00 63,450.00 62,100.00 59,100.00 59,575.00 34,375.00 39,500.00 10,581,602_OS 11,081,100.00 499,497.92 3.98639°s Funds from Issuer....: (8,032.54) 427,842.21 Funds to Sinking Fund: 8,691.88 4.49°s Total Net Savings....: 500,157_26 Page 14 THE CITI' HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTTATE THIS ISSUE ON TTS BE$AI.F. PROPOSALS WII,L BE RECEIVED ON THE FOLLOWING BASLS: TERMS OF PROPOSAL $14,500,000 CITY OF SAINT PAUL, MINNE30TA GF.NF.RAi. OBLIGATION CAPTTAL IMPROVEMENT BONDS, SERIES 1996A (BOOK ENTRY ONLI� Proposals for the Bonds will be received on Wednesday, March 13, 1996, until 10:30 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, afrer which time they will be opened and tabulated. Consideration for awazd of the Bonds will be by the City Council at 3:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Proposals may be submitted in a sealed envelope or by fas (612) 223-3002 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (612) 223-3000 or fas (612) 223-3002 for inclusion in the submitted Proposal. Springsted wffi assume no liabitity for the inabIlity of the bidder to reacfi Springsied prior to the time of sale specified above. Proposals may also be filed electronically via PARITY, in accordance with PARITY Rules of Participation and the Ternis of Proposal, within a one-hour period prior to the time of sale established above, but no Proposals will be received after that time. If provisions in the Terms of Proposai conflict with the PARITY Rules of Participation, the Terms of Proposal shall control. The normat fee for use of PARITY may be obtained from PARITY and such fee shall be the responsibiliry of the bidder. For further information about PARITY, potential bidders may contact PARITY at 100 116th Avenue SE, Suite 100, Believue, Washington 98004, telephone (206) 635-3545. Neither the City nor Springsted Incorporated assuwes any liability if there is a malfunction of PARIT'Y. A]1 bidders aze advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regazdless of the manner of tfie Proposal submitted. DETAII,S OF THE BONDS The Bonds will be dated April 1, 1996, as the date of original issue, and will beaz interest payable on March 1 and September i of each year, commencing September 1, 1996. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds will mature Mazch 1 in the years and aznounts as follows: 1997 $1,215,000 1998 $1,225,000 1999 $1,250,000 2000 $1,665,000 Z001 $1,375,000 2002 $1,425,000 2003 $1,500,000 2004 $1,550,000 2005 $1,625,000 2006 $1,670,000 BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered ,fotm and one Bond, representing the aggregate principal aznount of the Bonds maturing in each yeaz, will be registered in the name of Cede 8c Co. as nominee of The Depositoty Ttvst Company ("DTC"), New York, New York, which will act Page 15 q�-zs� as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participanu. Principal and interest are payable by the registrar to DTC or iu nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficia] owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The Treasurer of the City wiil serve as registrar. OPTIONAL REDEMPTION The City may elect on March l, 2004, and on any day thereafrer, to prepay Bonds due on or afrer March 1, 2005. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturiry to be prepaid. DTC will deternvne by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepaymenu shall be at a price of par plus accmed interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. The proceeds will be used to finance approved projeccs from the Ciry's 1996 Capital Improvement Budget and Program. TYPE OF PROPOSALS Proposals shall be for not less than $14,355,000 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Degosit ("Deposit") in the form of a certified or cashier's check or a Financial Surery Bond in the amount of $145,000, payable to the order of the Ciry. If a check is used, it must accompany each ptoposal. If a Financial Surery Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be suhmitted to Springsted Incorporated prior to the opening of the proposais. The Financial Surery Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds aze awarded to an undenvriter using a Financiai Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. Tf such Deposit is not received by that tune, the Financial Surety Bond may be drawn by the Ciry to satisfy the Deposit requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the Ciry scheduled for award of the Bonds is adjoumed, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multipies of 5/100 or 1/8 of 1%. Rates must be in ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposais will be accepted. . ��7 The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The Ciry's computation of the interest rate of each groposal, in accordance wich customary practice, will be controlling. Page 18 The City wili reserve the right to: (i} waive non-substancive informalicies of any proposal or of mauers relating to the receipt of proposals and awazd of the Bonds, (n) reject all proposaLs without cause, and, (iri) reject any proposai wluch the City determines to have failed to comply with the terms herein. CUSIP NUMBERS If ihe Bonds qualify for assignmeni of CUSIP numbers such mimbers will be printed on the Boads, but neither the failure to print such numbers on any Bond nor any enor with respect thereto will consiitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau chazge for the assignment of CUSIP identificarion nutnbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their awazd, the Bonds wffi be delivered without cosi to the purchaser at a place mutually satisfactory to the City and the purchaser. Delivery will be subject to receipt by th� purchaser of an approving legal opinion of Briggs and Morgan, Professional Associarion, of Saint Paul and Minneapolis, Minnesota, and of customary closing papers, including a no-litigarion certificaie. On the date of settlement payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City or its designee not latez than 12:00 Noon, Central Time. Except as compliance with the terms of payment for the Bonds shall have been made impossible by acdon of the Ciry, or its agents, the purchaser shall be liable to the City for any loss suffered by the Ciry by reason of the purchaser's non�ompliance with said terms for payment. CONTINUING DISCLOSURE On the date of the actual issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Undertaking whereunder the City will covenant to provide, or cause to be provided, annual financial infozmarion, including audited financial statements of the City, and notices of certain material evenu, as specified in and required by SEC Rule i5c2-12@)(5). OFFICIAI. STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly-final Official Statement within the meaning of Ryle 15c2-12 of the Securides and Exchange Comm;�cion. For copies of the Official Statement or for any addirional informarion prior to sale, any prospective purchaser is referred to the Financial Advisor to the Ciry, Springsted Incorporated, 85 East Seventh Place, Suite I00, Saint Paui, Minnesota 55101, telephone (612) 223-3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal aznounts and interest rates of the Bonds, iogether with any other information required by law, shall constiNte a"Final Official Statemeat" of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awazding the Bonds to any undenvriter or undera+riting syndicate submitting a proposai therefor, the City agrees that, no tnore than seven bvsiness days after the date of such awazd, it shall provide without cost to the senior managing underwriter of the syndicate to which tfie Bonds aze awazded 500 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds aze awazded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any undeiwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contracival relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. BY ORDER OF THE CITY COUNCIL Page '17 GIL-aS� iH�: i;FIY" HAS AUTIiORIZED SPRINGSTED �TCORI't7ItA3� TO Iv'EGOT3f�T'E TI31.S ISSUE ON TTS BEHALF. PROPOSALS WILL BE RECEIVID ON THE FOLLOWING BASIS: I!� : � � ' � �� $2,220,000 CITY OF SAIIVT PAUL, MINNFSOTA GIIVERAL OBLIGATION STREET IlILPROVIIIIENT SPECIAL ASSFSSMENT BONDS, SERIFS 1996B (BOOK ENTRY ONLI') Proposais for the Bonds wili be received on Wednesday, Mazch 13, 1996 until 1030 A.M., Central Time, at the o�ces of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. ConsideratSon for awazd of the Bonds wIll be by the City Council at 3:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Proposals may be submitted in a sealed envelope or by faY (612) 223-3002 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (612) 223-3000 or fas (612) 223-3002 for inclusion in the submitted Proposal. Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. Proposals may also be filed electronically via PARITI', in accordance with PARITY Rules of Participation and the Terms of Proposal, within a one-hour period prior to the time of sale established above, but no Proposals will be received after that time. If provisions in the Terms of Proposal conflict with the PARITY Rules of Participation, the Terms of Proposal shall control. The normal fee for use of PARITY may be obtained from PARITY and such fee shall be the responsibility of the bidder. For further information about PARITI', potential bidders may contact PARITY aY 100 116th Avenue SE, Suite 100, Bellevue, Washington 98004, telephone (206) 635-3545. Neither the City nor Springsted Incorporated assumes any liability if there is a malfunction of PARITY. All bidders aze advised that each Proposal shall be deemed to constitute a contract between the bidder and tfie Ciry to purchase the Bonds regazdless of the manner of ffie Proposal submitted. DETAILS OF THE BONDS The Bonds will be dated April 1, 1996, as the date of original issue, and will beaz interest payable on Mazch 1 and September 1 of each year, commencing Mazch 1, 1997. Interest will be computed on the basis of a 360day year of twelve 30-day months. The Bonds will maiure Mazch 1 in the years and amounts as follows: 1997 $300,000 1998 $11�,000 1999 $ 95,000 2000 $ 95,000 2001 $ 95,000 2002 $ 95,000 2003 $ 95,000 2004 $ 95,000 2005 $ 95,000 2006 $ 95,000 2007 $ 95,000 2008 $950,000 BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system wifh no physical distribution of Bonds made to the public. T'he Bonds will be issued in fully registered "foiin and one Bond, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act Page 18 as securities depository of the Bonds. Individual purchases of the Bonds may be made in the pcincipal amount of $5,000 or any mulriple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registraz to DTC or iu nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC wilZ be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by pazticipants will be the responsibflity of such participants and other nominees of benefrcial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The Treasurer of the City will serve as registraz. OPTIONAL REDEMPTION The City may elect on March 1, 2004, and on any day thereafter, to prepay Bonds due on or after March 1, 2005. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity aze called for redemption, the City will notify DTC of the particulaz amount of such maturity to be prepaid. DTC will detemune by lot the amount of each participant's interest in such maturiry to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturiry to be redeemed. All prepayments shalt be at a price of par plvs accrued interest. SECURITY AND PURPOSE The Bonds will 3c generat obiigations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. in addition the City will pledge special assessments against benefited property. The proceeds will be used to finance street improvements witfiin tfie Ciry. TYPE OF PROPOSALS Proposais shall be for not less than $2,197,800 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ("DeposiY') in the form of a certified or cashier's check or a Financial Surery Bond in the amount of $22,200, payable to the order of the City. If a check is used, it must accompany each proposal. If a Financial Surery Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the Ciry. Such bond must be submitted to Springsted Incorporated prior to the opeuing of the proposals. The Financial Surety Bond must identify each underwziter whose Deposit is guazanteed by such Financiat Surety Bond. If the Bonds aze awazded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to 5pringsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award_ If such Deposit is not received by that time, the Financial Surery Bond may be drawn by the City to satisfy the Deposit requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event the purchaser fai:s to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for awazd of the Bonds is adjoumed, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in inte$ral multiples of 5/100 or 1/8 of 1%. Rates must be in ascending order. Bonds of the same maturity shall bear a singfe rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the imerest rate of each proposal, in accordance with customary practice, will be controlling. Page 19 ��-as � The Ciry will reserve the right to: (i) waive non-substantive infom�alities of any proposal or of matters relating to the receipt of proposals and awazd of the Bonds, (ri) re,}ect ail proposats without cause, and, (iii) reject any proposal which the City determines to have failed to comply with the terms herein. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with resQect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau chazge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser at a place mutually satisfactory to the Ciry and the purchaser. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Briggs and Morgan, Professional Association, of Saint Paul and Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement payment for the Bonds shall be made in federal, or equivale�at, funds which shall be received at the o�ces of the City or its designee not later than 12:00 Noon, Central Time. Except as compiiance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the Ciry by reason of the purchaser's non-compliance with said terms for payment. CONTINUING DISCLOSURE On the date of the actual issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure L7ndertaking whereunder the City will covenant to provide, or cause to be provided, annual fmancial information, including audited financial statements of the City, and notices of certain material events, as specified in and required by SEC Rule 15c2-12(b)(5). OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a neariy-fmal O�cial Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223-3000. The OfFcial Statement, when further supplemented by an addendum or addenda specifying the maturity dates, pcincipal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a"Final O�cial Statement" of the City with respect to the Bonds, as that term is defined in Ru1e 15c2-12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days afrer the date of such award, it shali provide without cost to the senior managing underwriter of the syndicate to which the Bonds aze awarded 90 copies of the O�cial Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awazded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if iu proposal is accepted by the Ciry (i) it shal] accept such designation and (ii) it shall enter into a contracrual relationship with ail Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. BY ORDER OF THE CITY COUNCIL Page 20 'I'HE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHAI.F. PROPOSALS WII.L BE Rk�CEIVED ON THE FOLLOWING BASLS: TERMS OF PROPOSAL $6,750,000" CITY OF SAINT PAUL, NIINNESOTA GENERAL OBLIGATION STREET IMPROVEMENT REFUNDING BONDS, SERIES 1996C (BOOK ENTRY ONL1� Proposals for the Bonds will be received on Wednesday, Mazch 13, 1996, untii 10:30 A.M., Cenual Time, at the offices of Springsted Incorporated, 85 East Seventfi Place, Suite 100, Saint Paui, Minnesota, afrer which time they will be opened and tabulated. Considerarion for awazd of the Bonds will be by the City Council at 3:30 P.M., Central Time, of the same day. OF PROPOSALS Proposals may be submitted in a seated envelope or by, fax (612} 223-3002 to Springsted. Sigaed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (612) 223-3000 or fax (612) 223-3002 for inclusion in the submitted Proposal. Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. Proposals cnay also be filed electronicatly via PARITY, in accordance with PARITY Rules of Participation and the Terms of Proposal, within a one-hour period prior to tfie time of saIe established above, but no Proposals will be received after that time. If provisions in the Terms of Proposal conflict with the PARITY Rules of Participation, the Terms of Proposal shall conuol. The normal fee for use of PARITY may be obtained from PARITY and such fee shall be the responsibility of the bidder. For further informarion about PARITY, potential bidders may contact PARITY at 100 116ih Avenue SE, S�ite 100, Bellewe, Washington 98004, telephone (206) 635-3545. Neither the Ciry nor Springsted Incorporated assumes any liability ff there is a malfunction of PARITY. All bidders aze advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regazdless of the manner of the Proposal submitted. DETAII,S OF THE BONDS The Bonds will be dated April i, 1996, as the date of original issue, and will bear interest payable on March 1 and September i of each yeaz, commencing September 1, 1996. Interest will be computed on the basis of a 360-day yeaz of twelve 30-day months. The Bonds will mature Mazch 1 in the yeazs and amounu as follows: 1997 $375,000 1998 $575,000 1999 $575,000 2000 $575,000 2001 $575,000 2002 $550,000 2003 $550,000 2004 $550,000 ?A05 $550,000 2006 $525,000 2007 $475,000 2008 $350,000 2009 $250,000 2010 $175,000 2011 $100,000 * The City reserves the right, after proposals are opened and prior to award, to increase o� reduce the principal amount of the Bonds offered for sa1e. A�ry such increase ar �educaon wiU be in a total amount not to rxceed $100,000 and will be made in mulriples of $5,000 in wry of the maturities. !n the event the principal amount of the Bonds is increased or reduced, wry premium offered or arsy d"ucount taken by the successful brdder will be increated or reduced by a percentage equal to the percentage by which the principal amow�t of the Bonds is increased or reduced. Page 21 BdCiIk Eh"[TcY SYSTENi q`_ a s�' The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principai amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Ttust Company {"DTC"), New York, New York, which will act as securides depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the regisffaz to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. 'I'he purctiaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The Treasurer of the Ciry will serve as registraz. OPTIONAL REDEMPTION The City may elect on Mazch 1, 2004, and on any day thereafrer, to prepay Bonds due on or after Mazch 1, 2005. Redemption may be in whole or in part and if in part at the option of the Ciry and in such manner as the City shail determine. If less than all Bonds of a maturity aze called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of paz plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the Ciry for which the Ciry will pledge its full faith and credit and power to levy d'uect general ad valorem taxes. In addition the Ciry will pledge special assessmenu against benefited property. The proceeds will be used to refund in advance of mamrity the following issues: General Obligation Improvement Bonds, Series 1985A, dated July 1, 1985; General Obligation Street Improvement Special Assessment Bonds, Series 1986, dated June 1, 1986; General Obligation Street Improvement Special Assessment Bonds, Series 1987, dated AprIl 1, 1987; General Obligation Sueet Improvement Special Assessment Bonds, Series 1988D, dated Mazch 1, 1988; General Obligation Street Improvement Special Assessment Bonds, Series 1989B, dated March 1, 1989; and General Obligation Street Improvement Special Assessment Bonds, Series 1990B, dated April 1, 1990. TYPE OF PROPOSALS Proposals shall be for not less than $6,675,750 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $67,500, payable to the order of the City. If a check is used, it must accompany each proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awazded to an underwriter using a Financial Surety Bond, then that purchaser is required to;snbmit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transferras instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next busuiesswday-following the award. If such Deposit is not received by that tnne, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. _ The City wiil deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest wiil accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or Page 22 amended after the time set for receiving proposals unless the meeting of the City scheduled for awazd of the Bonds is adjoumed, recessed, or continued to another date without awazd of the Bonds having been made. Rates shall be in integrat multiples of 5/100 or 1/8 of 1%. Rates must be in ascending order. Bonds of the same maturity shall beaz a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. ., The Bonds will be awazded on the basis of the lowest interest rate to be determined on a true interest cost (TTC) basis. Tfie City's computarion of the interest rate of eacfi proposal, in accordance with customary pracrice, will be controlling. The City will reserve the right to: (i) waive non-substantive informalities of any proposal or of matters relating to the receipt of proposals and awazd of the Bonds, (ri) reject all proposals without cause, and, (rii) reject any proposal which the City determines to have failed to comply with the terms herein. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the faIlure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau chazge for the assignment of CUSiP identificarion numbers shall be paid by the purchaser. SETTI,EMENT Within 40 days following rhe date of their awazd, the Bonds witl be detivered without cost to the purchaser at a place mutually satisfactory to the Ciry and the purchaser. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Briggs and Morgan, Professional Association, of Saint Paul and Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City or iu designee not later than 12:00 Noon, Cenual Time. Fecept as compliance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the purcBaser shall be liable to the Ciry for any loss suffered by the Ciry by reason of the purchaser's non-compliance with said terms for payment. CONTINUING On the date of the actual issuance and delivery of the Bonds, the Ciry will execute and deliver a Continuing Disclosure Undertaking whereunder the Ciry will covenant to provide, or cause to be provided, annual financial information, including audited financial statements of the City, and norices of certain material events, as specified in and required by SEC Rule 15c2-12(b)(5). OFFICIAL STATEMENT The City has authorized the prepazarion of an Officiai• Statement containing perfinent information relative to the Bonds, and said Official Statement will serve as a nearly-final Official Statement within ihe meaning of R�ile 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional informatioa prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incocporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, tetephone (612) 223-3000. The O�cial Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any ottier informarion required by law, shall constitute a"Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awazding the Bonds _3o any underwriter or underwriting syndicate submitting a progosaltherefor, the Ciry agrees that, no more than seven business days after the date of such awazd, it shall provide without cost to the senior managing underwriter of the syndicate to which Page 23 q�- as�' the Bonds aze awarded 270 copies of the O�cial Statement and the addendum or addenda described above. T4ie City designates the senior managing underwriter of the syndicate to which the Bonds aze awazded as iu agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any undera�riter delivering a proposal witfi respect to the Bonds agrees thereby that if iu proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a conuactual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. BY ORDER OF THE CITY COUNCIL Page 24 THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEAALF. PROPOSALS WII.L BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $9,100,000' CTTY OF SAINT PAUL, MINNESOTA GENERAL OBLIGATION WATER POLLUTION ABATEMEN'P REFUNDING BONDS, SERIES 1996D (BOOK ENTRY ONLI� Proposals for the Bonds will be received on Wednesday, Mazch 13, 1996, until 10:30 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after wluch time they will be opened and tabulated. Consideration for awazd of the Bonds will be by the Ciry Council at 3:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Proposals may be submitted in a sealed envelope or by fax (612) 223-3002 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the Final Proposal price and coupons, by telephone (612) 223-3000 or fax (612) 223-3002 for inclusion in the submitted Proposal. Springsted will assume no liabflity for the inability of the bidder to reach Springsted prior to the time of sale specified above. Proposals may also be filed electronically via PARITY, in accordance with PARITY Rules of Participation and the Tern�s of Proposal, within a one-hour period prior to the rime of sale established above, but no Proposals will be received after that time. If provisions in the Terms of Proposal conflict with the PARITY Rules of Participation, the Terms of Proposal shall control. The normal fee for use of PARITY may be obtained from PARITY and such fee shall be the responsibility of the bidder. For further informarion about PARITY, potenrial bidders may contact PARITY at 100 116th Avenue SE, Suite 100, Bellevue, Washington 98004, telephone (206) 635-3545. Neither the City nor Springsted Incorporated assumes any liability if there is a malfuncrion of PARITY. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regazdless of the manner of the Proposal submitted. DETAILS OF THE BONDS The Bonds will be dated April 1, 1996, as the date of original issue, and will beaz interest payable on March 1 and September 1 of each yeaz, commencing September 1, 1996. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds wfll mature March 1 in the years and amounts as follows: 1997 $1,225,000 1998 $1,250,000 1999 $1,275,000 2000 $1,350,000 2001 $1,425,000 2002 $ 975,000 2003 $1,000,000 2004 $ 475,000 2005 $ 125,000 * The Ciry reserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Bonds offered for sale. Arry such increase or reduction wiU be in a total amoura not to exceed $I00,000 and will be made in multiples of $5,000 irt mry of the maturities. In the event the principal amount of the Bonds is increased os reduced, mry premium offered or arry discount taken by the successful btdder will be increased nr reduced by a percentage equal to the percentage by which the prireapal amount of the Bonds is increased or reduced. Page 25 q�•as� BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distriburion of Bonds made to the public. The Bonds will be issued in fully registered form and one Bond, representing the aggregate principal amount of the Bonds maturing in each yeaz, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest aze payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participanu of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participanu will be the responsibiliry of such participanGS and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. '�1'7:1:7 The Treasurer of the Ciry will secve as registrar. OPTIONAL REDEMPTION The Bonds will not be subject to payznent in advance of their respective stated maturity dates. SECURITY AND PURPOSE The Bonds will be general obligations of the Ciry for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. The proceeds will be used to refund the 1997 through 2005 maturities of the City's General Obiigation Water Poliution Abatement Refunding Bonds, Series 1975, dated March 1, 1975 and the 1997 ttuough 2004 maturities of the City's Genecal Obligation Water Pollution Abatement Refunding Bonds, Series 1987, dated April 1, 1987. TYPE OF PROPOSALS Proposals shall be for not less than $9,036,300 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ("DeposiY') in the form of a certified or cashier's check or a Financial Surery Bond in the amount of $91,000, payable to the order of the City. If a check is used, it must accompany each proposal. If a Pinancial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the Ciry. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surery Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surery Bond. If the Bonds are awarded to an underwriter using a Financial Surery Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surery Band may be drawn by the Ciry to satisfy the Deposit tequirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount wiil be retained; by the Ciry. No proposal can be withdrawn or amended afrer the time set for receiving proposals untess the meeting af the City scheduled for award of the Bonds is adjoumed, recessed, or continued ro another date- without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1%. Rates must be in ascending order. Bonds of the same maturiry shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. Page 26 AWARD The Bonds will be awazded on the basis of the lowest interest rate to be deteimined on a true interest cost (TIC) basis. The City's computauon of the interest rate of each proposal, in accordance with customary practice, will be controlling_ The Ciry will reserve the right to: (i) waive non-substantive informalities of any proposal or of matters relating to the receipt of proposals and awazd of the Bonds, (ii) reject all proposals without cause, and, (iii) reject any proposal which the City determines to have failed to comply with the terms herein. CLTSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser io accept delivery of the Bonds. The CUSIP Service Bureau chazge for the assignment of CUSIP identification numbers shali be paid by the purchaser. SETTLEMENT Within 40 days following the date of their awazd, the Bonds will be delivered without cost to the purchaser at a ptace mutually sarisfactory to the Ciry and the putchaset. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Briggs and Morgan, Professional Association, of Saint Paul and Minneapolis, Minnesota, and of customary closing papers, including a no-lirigation certificate. On the date of settlement payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Except as comptiance with the terms of payment for the Bonds shall have been made impossible by action of the City, or iu agents, the purchaser shall be liable to the Ciry for any loss suffered by the Ciry by reason of the purchaser's non-compliance with said terms for payment. CONTINUING DISCLOSURE On the date of the actual issuance and delivery of the Bonds, the City will execute and deliver a Continuing Disclosure Undertaking whereunder the City will covenant'to provide, or cause to be provided, annual financial information, including audited fmancial statements of the City, and notices of certain material events, as specified in and required by SEC Rule 15c2-12(b)(5). OFFICIAL STATEMENT The Ciry has authorized the prepazation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a neazly-final Official Statement within the meaning of Rute 15c2-12 of the Securiries and Exchange Commission. For copies of the Offrcial Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, SS East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223-3000. The Official Siatement, when further supptemented by an addendum or addenda specifying the mancriry dates, principal amounu and interest rates of the Bonds, togethet with any other information required by law, sha]] constitute a"Final Official Statement" of the Ciry with respect to the Bonds, as that term is defined in Rule 15c2-12. By awazding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the Ciry agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 365 copies of the- Official Statement and the addendum or addenda described above. The Ciry designates the senior°managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of. disuibuting copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if iu proposal is accepted by the Ciry (i) it shall accept such designarion and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement, BY ORDER OF THE CITY COUNCIL Page 27