97-1533�v ' ` ' .., . . ., .
Presented By:
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RESOLUTION
iAfNT PAUL, MI(JTdESOTA
Council File #
Green Sheet #
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GOq3 S
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Referred To: Committee: Date
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8 PRESCRIBING Tf� FORM AND IIETAII.S FOR UP TO
9 A COMBINED TOTAL OF $40,000,000 GENERAL OBLIGATION
10 TAX INCREMENT BQNDS (BLQCK 39 PROJECT), SERIES 1998A,
11 AND TAXABLE GENERAL OBLIGATION TAX INCREMENT
12 BONDS (BLOCK 39 PROJECT), SERIES 1998B;
13 PRO VIDING FOK THEIR ISSUANCE; AND PLEDGING
14 TAX INCREMENTS AND CERTAIN PARKING REVENUES
15 FOR THE PAYMENT THEREOF
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WFiEREAS, the City Council of the City of Saint Paul, Minnesota (the "City") has
heretofore deternuned that it is necessary and expedient to provide moneys to fmance the
acquisition of real property, demolition of e�sting structures, site preparation and construction of
a parking facility (which may include appro�mately 15,000 squzre feet of retail space fronting
on Wabasha) (collectively, the "Development"), all located witivn the azea of the City bounded
by Wabasha and St. Peter Streets and Fifth and Sixth Streets (`Block 39"); and
VJI�REAS, the Housing and Redevelopment Authority of the City of Saint Paul,
Minnesota (the "HRA") has established the Block 39 Renewai and Renovation Tax Increment
Financing District, being a tax increment finaucing district established as a renewal and
renovafion district under the tax increment act pursuant to the tax increment act and a resolution
adopted by the HRA on May 28, 1447, and approved by the City on May 28, 1997; and
WHEREAS, the HRA has converted the Block 39 Renewal and Renovation Tax
Increment Financing District to the Block 39(Arena Redevelopment Taac Increment Financing
District (the "Biack 39 Tax Increment District" or the "T�istrict") being a redevelopment district
as defined in Minnesota Statutes Section 469174, subd. 10, pursuant to Minnesota Statutes,
Section 469.174 to 469179 (the "TaY Increment AcY') and a resolution adopted by the HRA on
September 24, 1997 and approved by the City on September 24, 1997, tax increments from
which {the "Taac Increments") are pledged herein to the payment of the Bonds; and
WHEREAS, the HRA has established its Seventh Place Redevelopment Project (the
"Project") as from time to tune amended, and has by I3ItA resolution adopted September 24,
1997 expanded the boundaries of the Project which expansion was approved by the City on
September 24, 1997 after consideration by the Saint Paui Planning Commission as required by
law; and
WHEREAS, the real property added to the Project, plus Block 39 and certain other
property (exempt from real property taxes) comprise the property included in the District; and
WHEREAS, there will be constructed on Block 39 a parking ramp owned by the HRA
which will be operated, in pa�t.as a facility for parking by the general public, and in part, as a
facility committed to parking by tanants of the office tower located on Block 34; and
WHEREAS, the pazking ramp is expected to produce net revenues (the "Parking
Revenues'� which are pledged hereby to the payment of the Bonds; and
WHEREAS, the HRA has covenanted to enter into a pledge agreement relat3ng to any of
the City's general obligation bonds with respect to the Biock 39 Tax Increment District; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Pau1,
Minnesota, as foilows:
1. Negotiated Sale;�ricing Committee• Award. The City has retained Springsted
Incorporated, Saint Paul, Minnesota, as its financial advisar in connection with issuance of bonds
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to finance tha Project. Pursuant to Minnesota Statutes, Secriott 475.60, Subd. 2(9), the Issuer has
determined, with the concurrence of its finaneial advisor, to sell such bonds by private
negotiation to Miller & Schroeder Financial, Inc. and Piper Jaf&ay Inc. (collectively, the
Purchaser) pursuant to a Bond Purchase Agreement to be dated as of the date on which the
Pricing Committee (hereafter described) and the Purcl�aser reach agreement on the terms of the
Bonds (as hereafter defined). The Purchaser will submit to the Ciry its offer for the proposed
terms for the sale of the City's General Obligation Tax Increment Bonds (Biack 39 Project),
Series 1998A (the "Series 1998A Bonds or "T� Exempt Bonds"), and Tasable General
Obligation TaY Increment Bonds (Block 39 Project}, Series 19988 (the "Series 1998B Bonds" or
"TaYable Bonds" and, together with the Tax Exempt Bonds, the "Bonds"), including the
principal amount to mature in each yeaz, the interest rate(s) to be borne by each maturity, the
redemption features to apply to the Bonds, and other terms and conditions to be specified therein.
There is hereby created and appointed a Pricing Committee for the bonds consisting of the City
Treasurer, Director, Office of Financiat Services, and Director of Planning and Economic
Development, or their designees, advised as appropriate by a representative of Springsted
Incorporated, as financial advisor. The Pricing Committee is hereby authorized and directed to
make the following determinations (subject to the IimitaGons eapressed herein}:
a. The original principal amount of the T� Exempt Bonds and the Taxable Bonds,
provided that the aggregate original principal amount of the Tax Exempt Bonds and the
Ta�bie Bonds shall not exceed [$40,000,000];
b. The interest rate per annum to be borne by each maturity of both the Taxable
Bonds and the Tax Exempt Bonds, provided that the net interest cost for the TaYable
Bonds sha11 not exceed 7.50°lo per annum and the net interest cost for the Taac Exempt
Bonds shall not exceed 5.75% per annum;
c. The principal amount of each series of bonds to mature or be payable by sinking
fund installment in each year;
d. The dates on which each series of Bonds may be optionally redeemed, provided
that the Series 1998A Bonds shall be subject to optional redemption no later than 10
years after issuance at a price of pax;
e. The original issue discount or premium at which each series of Bonds will be
offered, subject to the net interest cost limitations expressed in clause (b) abave; and
f. The amount, in addition to accrued interest, to be deposited in the Capitalized
Interest Account.
On the date such determinations aze made and an agreement is signed with the Purchaser
to sell the Bonds on those terms, the members of the Pricing Committee sha11 execute a
certificate setting forth its determinations, which certificate sha11 be attached to this resolution
and become part of the o�cial records of the City relating to the Bonds. The sale of the Bonds is
hereby awarded to the Purchaser on the terms specified herein. The Mayor, City Clerk and the
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Director, Office of Financial Services of the City are hereby authorized and directed to execute a
contract on behalf of the City for the sale of the Bonds in accordance with the terms specified
herein.
2. Title• Original Issue Date Denominations• Maturities. The TaY Exempt Bonds
shall be titled "General Obligation Tas Increment Bonds (Block 39 Project), Series 1498A," and
the Taxable Bonds shall be titled "TaYable General Obligation Tax Increment Bonds (Block 39
Project), Series 1998B." The Tax Exempt Bonds and the Tasable Bonds shall be issued on a
parity of lien, sha11 be dated as of January 1, 1998 as the date of original issue, and shall be
issued forthwith on or after such date as fully registered bonds. Each series of Bonds shall be
numbered from R-1 upwazd. Global Certificates shall each be in the denominafion of the entire
principal amount maturing on a single date, or, if a portion of said principal amount is prepaid,
said principal amount less the prepayment. Replacement Bonds, if issued as provided in
paragraph 6, shall be in the denomination of $5,000 each or in any integral multiple thereof of a
single mahu
The Ta�c Exempt Bonds sha11 mature on Febnxary 1 in the yeazs and amounts as
determined by the Pricing Committee.
The Ta�cable Bonds shall mature on February 1 in the years and amounts as determined
by the Pricing Committee.
3. Purpose: Findines. The Bonds shall provide funds to finance the Development.
The City hereby reaffirms the findings set forth in that certain resolution relating to the Block 39
Taa� Increment District, adopted by the City Council on September 24, 1997.
4. Interest. Each series of Bonds sha11 beaz interest payable semiannually on
February 1 and August 1 of each year (each an "Interest Payment Date"), commencing August 1,
1998, calculated on ihe basis of a 360-day year of twelve 30-day months.
The Tax Exempt Bonds sha11 beaz interest at the rates per annum for each maturity as
determined by the Pricing Committee.
The TaYable Bonds shall bear interest at the rates per annum for each the maturity as
determined by the Pricing Committee.
5. Descriprion of the Global Certificates and Global Book-Entrv System. Upon their
original issuance, each series of Bonds will be issued in the form of a single Global Certificate
for each maturity, deposited with The Depository Trust Company (the "Depository") by the
Purchaser and immobilized as provided in paragraph 6. No beneficial owners of interests in the
Bonds will receive certificates represenUng their respective interests in the Bonds except as
provided in paragraph 6. Except as so provided, during the term of each series of Bonds,
beneficiai 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 those
financial institutions for whom the Depository effects book-entry transfers and pledges of
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securiries deposited and 'unmobilized with the Depository (i.e. "participants"), and other banks,
brokers, and dealers participating in the computerized national securities clearance and
settlement system (i.e. the "national system'�, The Depository's book entries of beneficial
ownership interests aze authorized to he in increments of $5,000 of principal of each series of
Bonds, but not smaller increments, despite ihe larger authorized denominations of the Global
Certificates. Payment of principal of, premium, if any, and interest on the Global Certificates wiil
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 forwazd payments to participants on
behalf of the beneficial owners of the Giobal Certificates.
Payment of principal of, premium, if any, and interest on a Giobal Certificate may in the
City's discretion be made by such other method of transferring funds as may be requested by the
holder of a Global Certificate.
6. Immobilization of Global Certificates bv the De,�ository Successor Denositorv
Replacement Bonds. Pursuant to the request of the Purchaser to the Depository, immediately
upon the original del'avery of the Bonds the Purchaser will deposit the Global Certificates
representing all of the Bonds with the Depository. The Global Certificates shall be in typewritten
form or otherwSse as acceptable to the Depository, shall be registered in the name of the
Depository or its nominee and shall be held immobilized from circulation at the offices of the
Depository on behalf of the Purchaser and subsequent bond owners. The Depository or its
nominee wili be the sole holder of record o£ the Global Certificates and no investor or other party
purchasing, selling or otherwise transferring ownership of interests in any Bond is to receive,
hold or deliver any bond certificates so long as the Depository holds the Global Certificates
immobilized from circulation, except as provided below in this paragraph and in paragraph 12.
Certificates evidencing the Bonds may not after their ariginal delivery be transferred or
exchanged except:
(a) Upon registrarion of transfer of ownership of a Global Certificate, as
provided in paragraph 12,
(b) To any successor of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (c) of this
subparagraph, provided that any successor of the Depository or any substitute depository
must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
(c) To a substitute depository designated by and acceptable to the City upon
(i) the deternrination by the Depository that the Bonds shall no longer be eligible for its
depQSitory services or (ii) a determination by the City that the Depository is no longer
able to carry out its functions, provided that any substitute depository must be qualified to
act as such, as provided in clause (b) of this subparagraph, or
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(d) To those persons to whom transfer is requested in written transfer
instructions in the event that:
(i) the Depository shall resign or discontinue its services for a series
of the Bonds and the City is unable to locate a substitute depository within two (2)
months following the resignation or determinafion of noneligibility, or
(ii) upon a determination by the City in its sole discretion that (1) the
continuation of the book-entry system described herein, which precludes the
issuance of certificates (other than Global Certificates) to any person in whose
name a Bond is registered on the registration books of the Bond Registraz (a
"Holder" or "Holders") other than the Depository (or its nominee), might
adversely affect the interest of the beneficial owners of a series of the Bonds, or
(2) that it is in the best interest of the beneficial owners of a series of the Bonds
that they be able to obtain certificated bonds,
in either of which events the City shall notify Holders of its determination and of the auailability
of certificates (the "Replacement Bonds") to Holders requesting the same and the registrarion,
transfer and exchange of such Bonds will be conducted as provided in paragraphs 9(b) and 12
hereof.
In the event of a succession of the Depository as may be authorized by this paragraph, the
Bond Registrar upon presentarion of Global Certificates shall register their transfer to the
substitute or successor depository, and the substitute or successor depository shall be treated as
the Depository for all purposes and functions under this resolution. The letter agreement setting
forth various matters relating to the Depository and its role with respect to the Bonds (the
"Depository Letter Agreement") shall not apply to a substitute or successor depository unless the
City and the substitute or successor depository so agree, and a similaz agreement may be entered
into.
7. Redemotion
(a) Optional Redemption.
All Tvc Exempt Bonds shall be subject to redemption and prepayment in whole or
in part at the option of the City on the dates and at the redemption prices determined by
the Pricing Committee.
All Taxable Bonds sha11 be subject to redemption and prepayment in whole or in
part at the option of the City on the dates and at the redemption prices deternuned by the
Pricing Committee.
(b) Mandatorv Redemntion.
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Any maturity of the Tas Exempt Bonds may be subject to mandatory redemption
at a redemption price equal to 100% of the principal amount of Tax Exempt Bonds so
redeemed plus accrued interest to the date of redemption, in the principal amounts and on
February 1 of the yeazs as deternuned by the Pricing Committee.
flny maturity of the Taxable Bonds may be subject to mandatory redemption at a
redemption price equal to 100% of the principal amount of T�able Bonds so redeemed
plus accrued interest to the date of redemption, in the principal amounts and on February
1 of the years as determined by the Pricing Committee.
(c) Selection of Bonds to be Redeemed• Redemntion Procedure.
If redemption of either series is in part, the Bonds may be prepaid in such order of
maturity and in such amount per maturity as the City shall detemune; and if only part of
the Bonds of a series having a common maturity date aze called for prepayment, the
Global Certificates may be prepaid in $5,000 increments of principal and, if applicable,
the specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond
Registrar. Bonds or portions thereof called for redemption shall be due and payable on
the redemption date, and interest thereon shall cease to accrue from and after the
redemption date.
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 rehun the Global Certificate to the
Bond Registrar in exchange for a new Global Certificate authenticated by the Bond
Registraz, in proper principai 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 Registraz has signed the appropriate column of the panel.
To effect a partial redemption of Replacement Bonds of a series having a common
maturity date, the Bond Registraz prior to giving notice of redemption sha11 assign to each
such Replacement Bond a distinctive number for each $5,000 of the principal amount of
such Replacement Bond. The Bond Registrar sha11 then select by lot, using such method
of 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 far each number, shall equal the
principal amount of such Replacement Bonds to be redeemed. The Repiacement Bonds to
be redeemed shall be the Replacement Bonds to which were assigned numbers so
selected; provided, however, that only so much of the principal amount of each such
Replacement Bond of a denomination of more than $5,000 shall be redeemed as sha11
equal $5,000 for each number assigned to it and so selected.
If a Replacement Bond is to be redeemed only in part, it shail be surrendered to
the Bond Registraz (with, if the City or Bond Registrar so requires, a written insmunent
of transfer in form satisfactory to the City and Bond Registraz duly executed by the
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Holder thereof or its attorney duly authorized in writing) and the City shall execute (if
necessary) and the Bond Registraz shall authenticate and deliver to the Holder of such
Replacement Bond, without service chazge, a new Replacement Bond or Bonds of the
same series having the same stated maturity and interest rate and of any authorized
denominarion or denominarions, 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.
(d) Notice of Redemnti�n.
The Bond Registrar shall call Bonds for redemption and payment as herein
provided upon receipt by the Bond Registraz at least forty-five (45) days prior to the
redemption date of a request of the City, in written form if the Bond Registraz is other
than a City officer. Such request shall specify the series and principal amount of Bonds to
be called far redemption and the redemption date.
Mailed notice of redemption shall be given to the paying agent (if other than a
City officer) and to each affected Holder. If and when the City shall cail any of the Bonds
for redemption and payment priar to the stated maturity thereof, the Bond Registrar shall
give written notice in the name of the City of its intention to redeem and pay such Bonds
at the office of the Bond Registrar. Notice of redemption shall be given by first class
mail, postage prepaid, mailed not less than thirty (30) days prior to the redemption date,
to each Holder of Bonds to be redeemed, at the address appearing in the Bond Register.
All notices of redemption shal] state:
(i) The redemption date;
(ii) The redemption price;
(iii) If less than all outstanding Bonds of a series 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 wiil 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 sha11 be the office of the Bond Registrar).
Notices to the Depository or its nominee shall contain the CUSIP numbers of the Bonds.
If there are any Holders of the Bonds other than the Depository or its nominee, the Bond
Registrar shall use its best efforts to deliver any such notice to the Depository on the business
day next preceding the date of mailing of such notice to all other Holders.
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8. Bond Registrar. First Trust National Association is appointed to act as bond
registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so
unless and until a successor Bond Registrar is duly appointed. A successor Bond Registrar shall
be an officer of the City or a bank or h company eligible for designation as bond zegistraz
pursuant to Mimiesota Statutes, Chapter 475, and may be appointed pursuant to any contract the
City and such successor Bond Registrar shall execute which is consistent herewith. The Bond
Registrar shall also serve as paying agent unless and until a successor paying agent is duly
appointed. Principal and interest on the Bonds sha11 be paid to the Holders (or record hoiders) of
the Bonds in the manner set forth in the forms of Bond and paragraph 14 of tkus resolution.
9. Forms of Bond. The Bonds shall be in the form of Global Certificates unless and
until Replacement Bonds aze made auailable 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 Depository Letter Agreement and approved
by the City Attorney.
(a) Global Certificates. The Global Certificates, together with the Certificates
of Registration, the Registers of Partial Payments, the forms of Assignment and the
registration information thereon, shall be in substantially the forms attached hereto as
Exhibit A(Tax Exempt Bonds) and E�ibit B(TaYable Bonds), and may be typewritten
rather than printed.
(b) Re�lacement Bonds. If the City has notified Holders that Replacement
Bonds of a series haue been made available as provided in paragraph 6, then far every
Bond of such series thereafter transferred or exchanged (including an exchange to reflect
the partial prepayment of a Global Certificate not previously exchanged for Replacement
Bonds) the Bond Registrar shali deliver a certificate in the form of the Replacement Bond
rather than the Global Certificate, but the Holder of a Global Certifacate 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 form. The Replacement Bonds, together with
the Bond Registraz's Certificates of Authentication, the forms of Assignment and the
registration in£ormation thereon, shall be in substantially the forms attached hereto as
E�ibit C(TaY Exempt Bonds) and Eachibit D(Taxable Bonds).
10, ecutio . The Bonds sha11 be executed on behaif of the City by the signature of
its Mayor, Clerk and Director, Office of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City; provided, however, that the seal of
the City may be a printed or photocopied facsimile; and provided fuither 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 ar facsimile signature of that officer who
may act on behalf of such absent or disabled officer. In case any such o�cer whose signature or
facsimile of whose signature shali appear on the Bonds sha11 cease to be such officer before the
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delivery of the Bonds, such signature or facsimile sha11 nevertheless be valid and sufficient for all
purposes, the same as if he or she had remained in o�ce until delivery.
I 1. 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
Authenticafion 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 Registraz
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 shall insert as the date of registration the
date of original issue, which date is January 1, 1498. 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• Exchange. The City will cause to be kept at the principal
office of the Bond Registrar a bond register in which, subject to such reasonable regulations as
the Bond Registraz may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
A Global Certificate shall be registered in the name of the payee on the books of the
Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar, who
will endorse his or her name and note the date of registration opposite the name of the payee in
the certificate of registration on the G1oba1 Certificate. Thereafter a Globai Certificate may be
transferred by delivery with an assignment duly executed by the Holder or its legal
representative, and the City and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until a Global Certificate 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 thereon by the Bond Registrar, a11 subject to the terms and conditions
provided in this resolution and to reasonable regulations of the City contained in any agreement
with, or notice to, the Bond Registrar.
Transfer of a Global Certificate may, at the direction and expense of the City, be subject
to other restrictions if required to qualify the Global Certificates as being "in registered form"
within the meaning of Section 149(a) of the federal Internal Revenue Code of 19&6, as amended.
If a Global Certificate is to be exchanged for one or more Replacement Bonds, ali of the
principal amount of the Global Certificate sha11 be so exchanged.
Upon surrender for transfer of any Replacement Bond at the principal office of the Bond
Registrar, the City shali execute (if necessary), and the Bond Registraz shall authenticate, insert
the date of registration (as provided in paragraph 11) of, and deliver, in the name of the
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designated transferee or transferees, one or more new Replacement Bonds of any authorized
denomination or denominations of a like aggregate principal amount, having the same stated
maturity and interest rate, as requested by the transferor; provided, however, that no bond may be
registered in blank or in the name of "bearer" or sunilar designation. Whenever ownership of any
Replacement Bonds should be transferred without sunender of the Replacement Bond for
transfer or should be registered in nominee name only, the registered owner of the Replacement
Bond shall, if and to the extent required to preserve the exclusion from gross income of the
interest on the Bonds and at the direction and expense of the City, maintain for the City a record
of the actual owner of the Replacement Bond.
At the option of the Holder of a Replacement Bond, Replacement Bonds may be
exchanged for Replacement Bonds of any authorized denomination or denominations of a like
aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
exchanged at the principal office of the Bond Reg3straz. VJhenever any Replacement Bonds are
so surrendered for exchange, the City shall execute (f necessary), and the Bond Registraz shall
authenticate, insert the date of registrafion of, and deliver the Replacement Bonds which the
Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
Global Certificates of smaller denominations.
All Bonds surrendered upon any exchange ar transfer provided for in this resolution shall
be promptly canceled by the Bond Registraz and thereafter disposed of as directed by the City.
Ali Bonds delivered in exchange for or upon transfer of Bonds shail be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such ex�hzr.ge a: t.�u
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form sarisfactory to the Bond Registrar,
duly executed by the Holder thereof or its attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
govermnental chazge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with, or notice to, the Bond Registrar, including regulations which permit the Bond
Registraz to close its transfer books between record dates and payment dates.
13. Ri�hts Upon Transfer or Exchana. Each Bond delivered upon transfer of or in
exchange for or in &eu of any other Bond sha11 cany a11 the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
14. Interest Payment Record Date. Interest on any Global Certificate shall be paid as
provided in the first pazagraph thereof, and interest on any Replacement Bond sha11 be paid on
each Interest Payment Date by check or draft mailed to the person in whose name the Bond is
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xegistered (the."Holder") on the registration books of the Ci1y maintained by the Bond Registraz,
and in each case at the address appearing thereon at the close of business on the fifteenth (15th)
calendaz 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 Regulaz Record Date, and shall be payable to the person who is the Holder thereof at the
close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever
money becomes available for payment of the defaulted interest. Notice of the Special Record
Date shall be given by the Bond Registraz to the Holders not less than ten (10) days prior to the
Special Record Date.
15. Holders• Treatment of Re�istered 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. For that purpose, the
City may ascertain the identity of the beneficial owner of the Bond by such means as the
Bond Registrar in its sole discretion deems appropriate, including but not limited to a
certificate from the person in whose name the Bond is registered identifying such
beneficial owner.
(b) The City and Bond Registrar may treat the person in whose name any
Bond is registered as the owner of such Bond for the purpose of receiving payment of
principal of and premium, if any, and interest (subject to the payment provisions in
paragraph 14 above) on, such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond Registraz shall be affected
by notice to the contrary.
(c) Any consent, request, direction, approval, objection or other instrument to
be signed and executed by the Holders may be in any number of concurrent writings of
similaz tenor and must be signed or executed by such Holders in person or by agent
appointed in writing. Proof of the execution of any such consent, request, direction,
approval, objection or other instrument or of the writing appointing any such agent and of
the ownership of Bonds, if made in the following manner, shall be sufficient for any of
the purposes of this resolution, and shall be conclusive in favor of the City with regard to
any action taken by it under such request or other instrument, namely:
(i) The fact and date of the execurion by any person of any such
writing may be proved by the certificate of any officer in any jurisdiction who by
1aw has power to take acknowledgments within such jurisdiction that the person
signing such writing aclrnowledged before him the execution thereof, or by an
affidavit of any witness to such execution.
(ii) Subject to the provisions of subparagraph (a) above, the fact of the
ownership by any person of Bonds and the amounts and numbers of such Bonds,
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and the date of the holding of the same, may be proved by reference to the bond
register.
16. Deliverv_ Application of Proceeds. The Global Certificates when so prepazed and
executed shall be delivered by the Duector, Office of Financial Services, to the Purchaser upon
receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper
application thereof. After the costs of the Development financed by the Bonds have all been paid
any excess shall be paid to the City for deposit in the Debt Service Fund.
17. Funds and Accounts.
(a) Construction Fund.
(i) Creation. There is created hereby a special fund of the City
designated the "Block 34 Construction Fund" (the "Construction Fund"), to be
held and administered by the Director, Office of Financial Services, separate and
apart from all otker funds of the City. For the convenience and proper
administration of the Construction Fund there aze hereby created in the
Construction Fund a"TaY Exempt Proceeds AccounP' and a"Taxable Proceeds
Account", each to be administered and maintained as bookkeeping accounts in the
Construction Fund separate and apart from a11 other accounts maintained therein.
(ii) Administration of the Fund. All proceeds from the sale of the
Bonds, excluding accrued interest, and excluding amounts deposited in the
Capitalized Interest Account shall be deposited in the Fund for use in paying (A)
the costs of issuing the Bonds, and (B) the costs of acquisition, demolition,
clearance, site prepazation and construction of the Development, including related
design, engineering and other professional services. The proceeds of the Taac
Exempt Bonds shall be deposited in the "Tax Exempt Proceeds Account" and
applied solely to pay the "Tas Exempt Costs" listed on Schedule I hereto. The
proceeds of the Ta�cable Bonds shall be deposited in the "Taxable Proceeds
AccounY' and applied solely to pay the "Taxable Costs" listed on Schedule II
hereto. Any excess in the Fund after completion of the Development sha11 be
deposited in the Debt Service Fund, provided that excess funds from the Tax
Exempt Proceeds Account sha11 be pledged and used only for the Series 1998A
Bonds, and excess funds from the Taxable Account shall be pledged and used
only for the Series 1998B Bonds.
(b) Debt Service Fund.
(i) Creation. There is created hereby a special fund of the City
designated the `Biock 39 Debt Service Fund° [the "Debt Service Fund," and
together with the Fund (the "Funds")], to be held and administered by the
Director, Office of Financial Services, separate and apart from all other funds of
the City. For the convenience and proper administratian of the moneys to be
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borrowed and repaid on the Bonds, and to provide adequate and specific security
to the Purchaser and holders from time to time of the Bonds, there are hereby
created in the Debt Service Fund the "Tax Increment Account," the "Pazking
Revenues Account," and the "Capitalized Interest Account," each to be
administered and maintained as bookkeeping accounts in the Debt Service Fund
separate and apart from all other accounts maintained therein. The Debt Service
Fund shall be maintained in the manner herein specified until a11 of the Bonds and
ihe interest thereon have been fully paid.
(iI) Capitalized Interest Account. There shall be deposited in the
Capitalized Interest Account all accrued interest received from the sale of the
Bonds, plus an additional amount designated by the Pricing Committee. The
capitalized interest amounts held for the Series 1998A (Tas Exempt) Bonds and
the Series 1998B (Tasable) Bonds, respectively, shall be held in separate sub-
accounts. Funds held in the Capitalized Interest Account shall be withdrawn and
applied to the payment of debt service on the Bonds when due until such funds are
e�austed.
(iii) Tax Increment Account. All tax increments derived from the
B1ock 39 TaY Increment District and pledged to the payment of the Bonds
(subject to any senior pledges or exclusions of such tax increments provided for in
the Pledge Agreement and provided that Revenues in excess of amounts necessary
to pay the principal of and interest on the Bonds sha11 be released from the funds
as provided herein), plus all investment earnings thereon, shall be deposited in the
Taac Increment Account and used to pay debt service on the Bonds as fiuther
provided herein. There shall fui4her be deposited in the T� Increment Account
all funds remitted to the City by First Trust National Association as trustee under
that certain Indenture of Trust dated as of August 8, 1997 between the HRA and
said hustee pursuant to Section 406 of said Indenture.
(iv) Pazking Revenues Account. To the Parking Revenues Account
there is hereby pledged and inewcably appropriated and there sha11 be credited
(A) a11 net parking revenues derived from the operation of the parking ramp
portion of the Development, those being gross revenues net of customary and
usual expenses incurred in operating the parking ramp ("Parking Revenues"), plus
(B) a11 investment earnings on funds held in the Pazking Revenues Account.
Funds held in the Pazking Revenues Account shall be used to pay debt service on
the Bonds as further provided herein.
(v) Order of Use of Accounts. From the date of issue of the Bonds,
until February 2, 2016, funds held in the Tax Increment Account sha11 be applied
first to the payment of debt service on the Bonds, and funds held in the Parking
Revenues Account shall be used to pay debt service on the Bonds only to the
exteni funds held in the Taac Increment Account aze insufficient far that purpose.
From and after February 2, 2016 funds held in the Pazking Revenues Account
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shall be applied to the payment of debt service on the Bonds, and funds held in the
Taac Increment Account shall be used for that purpose only to the extent funds
held in the Parking Revenues Account aze insufficient for that purpose.
(vi) TaY Increment Account Excess. Any excess shail be transferred
from the Tax Tncrement Account to the HRA, and may thereafter be used for any
lawful purpose for which Tas Increments derived from the Block 39 Tas
Increment District may then be used. Initially, such excess sha11 be transfened to
the HRA's "Issuer Reserve Fund" held under the Indenture of Trust dated August
8, 1997 between the HRA and First Trust National Association; provided that the
HRA may change such designation.
(vii) Parking Account Excess. Any excess in the Parking Revenues
Account shall be transferred no less often than annually, in order, (A) to pay
amounts then due and owing on account of the St. Paul Progress Loan made to
finance costs of the retail portion of the Development, (B) to satisfy the
obligarions of the HRA with respect to its Block 39 Municipal Parking Ramp
Subordinated Revenue Note, Series 199% issued to finance a portion of the costs
of the Parking Ramp portion of the Development, and (C) to such account as the
HRA sha11 designate.
(viii) Reservation for Rebate. Prior to making the transfers provided for
in clauses (vi) and (vii), the Treasurer of the City sha11 estimate or cause to be
esrimated the amount of accrued liability for rebatable arbitrage on account of the
TaY Exempt Bonds, and shall than segregate all or a portion of Tax Increment
Account ar Parking Revenues Account surplus to make provisaon for the payment
(or reserve for the payxnent ofl any rebate due ar to become due to the United
States arising from the investment of funds held in the funds created by this
Resolution.
(ix) Bona Fide Debt Service Fund. The Debt Service Fund, and the
Accounts therein, shall be held and administered at all times as a"bona fide debt
service fund" within the meaning of Section 148 of the Internal Revenue Code of
1986, as amended. Excess funds shall be released or transfened &om the Debt
Service Fund at such fimes and in such amounts as required to comply with this
subsection (ax).
(c) The moneys in the Funds shall be used solely as provided herein, or to pay
any rebate due to the United States. No portion of the proceeds of the Tax Exempt Bonds
sha11 be used directly or indirectly to acquire higher yielding investments or to replace
funds which were used directly or indirectly to acquire higher yielding investments,
except (i) for a reasonable temporary period until such proceeds are needed for the
purpose for which the Tax Exempt Bonds were issued, and (ii) in addition to the above in
an amount not greater than $100,000. To this effect, any proceeds of the Tax Exempt
Bonds and any sums from time to time held in the Debt 5ervice Fund allocated to the Tax
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Exempt Bonds (or any other City account which will be used to pay principal or interest ��=i� �°��
to become due on the Ta�c Exempt Bonds) in excess of amounts which under then
applicable federal azbitrage 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 account any applicable
"temporary periods" or "minor portion" made available under the federal arbitrage
regulations. In addition, the proceeds of the TaY Exempt Bonds and money allocated to
the Tax Exempt Bonds in the Debt Service Fund shall not be invested in obligations or
deposits issued by, guaranteed by ar insured by the United States or any agency or
instnunentality thereof if and to the extent that such investment would cause the Tax
Exempt Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
federal Internal Revenue Code of 1986, as amended (the "Code").
(d) Investment earnings, net of rebatable arbitrage, shall be credited to the
fund or account from which the investment was made.
(e) The Treasurer of the City is hereby authorized to create such accounts or
subaccounts within the Construction Fund and the Debt Service Fund (and Accounts
therein) to properly administer such funds and to assure compliance with the preceding
pazagraph, and Sections 23 and 24 hereof. Specifically, the Treasurer may create separate
accounts and subaccounts to hold and apply the proceeds of the Taxable and TaY Exempt
Bonds, and funds pledged to payment thereof.
18. Pled�e of Tax Increments• Coverage Teat. All of the Ta�c Increments (subject to
the terms of the Pledge Agreement) and Parking Revenues are hereby pledged to the payment of
the Bonds and the interest thereon, but only to the extent of an amount equal, with other pledged
sources, to one hundred five percent (105%) of the principal and interest requirements of the
Bonds. Revenues (both Tax Increments and Parking Revenues) shall be used to pay debt service
on the Bonds in the order specified by Section 17(b). Revenues received in each fiscal yeaz in
excess of the amount required to pay the Bonds shall be released from the funds, free and cleaz of
the pledge stated in this Section 18, as provided in Section 17(b)(vi), (vii) and (ix).
The Tax Increments are such that if collected in full they, together with estimated
collections of Parking Revenues, investment earnings and other revenues herein pledged for the
payment of the Bonds, will produce at least five percent (5%) in excess of the amount needed to
meet when due the principal and interest payments on the Bonds. The estimated amount of Tas
Increments to be received over the term of the Bonds, and the use of Tas Increments as provided
herein, are such that more than 20% of the total amount to be paid as principal and interest on the
Bonds over their term sha11 be paid from T� Increments, all within the meaning of Minnesota
Statutes, Section 475. 58.
Annually at the times taYes aze required to be levied, the City shall estimate the
sufficiency of the Debt Service Fund. In the event that it is anticipated that the aggregate amount
in (or to be timely received in) the Debt Service Fund will not be sufficient to pay principal of
and interest on the Bonds to become due in the nea�t eighteen (18) months, the City shall levy an
ad valorem tax in such amount as is estimated, with other sources, to be necessary to pay the
principal of, and interest on, the Bonds to become due during such period.
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The Tax Exempt Bonds and T�able Bonds shall be on a parity of lien.
19. TaY Increments• Pledge Agreement. The FIRA has requested that the County
Auditor certify the original taY capacity of real property within the Block 39 Tax Increment
District, and has covenanted not to withdraw or limit such request. Under the provisions of
Minnesota Statutes, Section 469.177, the County Treasurer will remit to the FIRA as taY
increment that portion of the taaces paid each year on real properry in the Block 39 Tax Increment
District which represents the taYes on captured tax capacity (being taY capacity of the property
less said original taa� capacity) provided that the HRA shall request that the County Treasuret
remit such funds directly to the City Treasurer. Tax increments not required to pay the principal
of and interest on the Bonds may be used for any proper purpose.
Prior to issuance of the Bonds, the City and HRA sha11 enter into an agreement (the
"Pledge Agreement"} under the terms of which the Tas Increments and Parking Revenues
pledged to payment of the Bonds are remiried to the City.
T� Increments may be pledged to other purposes by the HRA. The priority of such
pledges may be superior, subordinate, or on a parity with the pledge made in this resolution, such
priority to be determined at the time thereof. A superior or parity pledge of tax increments sha11
only be made with the consent of the City, but a subordinate pledge may be made without the
consent of the City. The "Arena Increments" (as defined in the Pledge Agreement) are excluded
from the TaY Increments pledged to the payment of the Bonds, as provided in the Pledge
Agreement, and it is expected that Tas Increments derived from taxes payable in the year 2016
and thereafter will be pledged, on a senior basis, to another transaction.
Notwithstanding any provision herein to the contrary, the City reserves the right to
terminate or reduce the Tas Increments herein pledged to the payment of the Bonds and interest
thereon to the extent and in the manner permitted by law so long as such action does not preclude
the City from paying when due the debt service on the Bonds or otherwise impair the City's full
faith and credit pledge.
20. General Obligafion Pledee. 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 inevocably pledged. If the balance in the Debt Service
Fund is ever insufficient to pay all principal and interest then due on the Bonds payable
therefrom, the deficiency shall be prompUy paid out of any other funds 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.
21. Certificate of Registration. The Director, Office of Pinancial Services, is hereby
directed to file a certified copy of this resolution with the County Auditar of Ramsey County,
Minnesota, together with such other information as the County Auditor shall require, and to
obtain the County Auditor's ceriificate that the Bonds have been entered in the County Auditor's
Bond Register, and that the Tax Increment Pledge Agreement has been filed with the County
Auditor.
{� �t'�e t� �
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22. Records and Certificates. The officers of the City are hereby authorized and
d'uected to prepaze and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the Ciry relating to the
Bonds and to the financial condition and affairs of the City, and such other �davits, certlficates
and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appeaz from the books and records under their custody and control or as
otherwise known to them, and all such certified copies, ceftificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
23. Negative Covenants as to Use of Proceeds and mprovements. The City hereby
covenants not to use (or pernut the fIRA to use) the proceeds of the Taac Exempt Bonds or to use
(or pernut the HRA to use) the Improvements financed with the proceeds of the Tas Exempt
Bonds, or to cause or pernut (or permit the HRA to cause or permit) them or any of them to be
used, or to enter into (or permit the HRA to enter into} any defened payment arrangements for
the cost of such Improvements, in such a manner as to cause the Tas Exempt Bonds to be
"private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
The City hereby covenants not to use (or to permit the HRA to use) the proceeds of the Tazc
Exempt Bonds in such a manner as to cause the TaY Exempt Bonds to be "hedge bonds" within
the meaning of Section 149(g) of the Code.
24. Ta7: Exempt Status of the Tax Exempt Bonds• Rebate• Elections. The City sha11
comply with requirements necessary under the Code to establish and maintain the exclusion from
gross income under Section 103 of the Code of the interest on the Tax Exempt Bonds, including
without limitation requirements relating to temporary periods for investments, limitations on
amounts invested at a yield greater than the yield on the Tax Exempt Bonds, and the rebate of
excess investment eamings to the United States.
If any elections are now ar hereafter available with respect to azbitrage or rebate matters
relating to the Tax Exempt Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, aze hereby authorized and directed to make such elections as they deem
necessary, appropriate or desirable in connecfion with the Tax Exempt Bonds, and all such
elections sha11 be, and shali be deemed and treated as, elections of the City.
25. No Designation of Qualified Tas Exempt Obli atg ions. The Tax Exempt Bonds,
together with other obligations issued by the City in 1998, exceed in amount those which may be
qualified as "qualified taY-exempt obligations" within the meaning of Section 265(b)(3) of the
Code, and hence aze not designated for such purpose.
25A. Cultural STAR Loan Proceeds. The HRA has approved $1,70Q,Q00 of the
Cultural STAR Loan proceeds to be used to enhance the redevelopment of Block 39 and those
dollazs shall be made available in the years 1998, 1949 and 2000. The City Council hereby
approves such use of STAR funds.
26. Other Agreements Official Statement. There have been submitted to this City
Council the forms of a Depository Letter Agreement, a Pledge Agreement between the City and
the HRA, and a Preliminary Official Statement. The Depository Letter Agreement and Pledge
Agreement aze hereby approved, and sha11 be executed on behalf of the City by the Mayor,
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Treasurer and Director, Office of Financial Services, in substantially the form approved, with
such changes, modifications, additions and deletions as shall be necessary and appropriate and
approved by the City Attorney, provided that no new Depository Letter Agreement need be
executed if there is in effect a"blankeY' Depository Letter Agreement governing the
immobilization of the Bonds at The Depository Trust Company. Execution by such officers of
such agreements shall be conclusive evidence as to the necessity and propriety of changes and
their approval by the City Attomey. 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 Depository Letter Agreement, as it may be amended or supplemented by the
City from time to time with the agreement or consent of the Depository Trust Company. So long
as the Bonds remain outstanding, the City sha11 comply with the provisions of the Pledge
Agreement as from time to time supplemented or amended.
The use and distribution of the Preliminary Official Statement, and of a final O�cial
Statement, by the Purchaser in connection with the offering and sale of the Bonds is hereby
approved.
27. Continuing Disclosure. The appropriate officials of the City are hereby
authorized and directed to execute and deliver an undertaking in form and substance complying
with SEC Rule 15c2-12.
28. Severabilitv. If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
29. e din s. Headings in this resolution are included for convenience of reference
only and aze not a part hereof, and shall not limit or define the meaning of any provision hereof.
By:
by C�¢partm�t of:
by Budget Director:
_ �
Adoption Certified by Council Secretary:
Bv� �� � . �,.,�e1..-a
Approved by Mayor. Date 2 2„Q
ay: '
IbC6904.02 � 19
Form
By:
�
Approve by M�ub i on to Councif:
By: �
�.����,���.
Adopted by Councii: Date Q�_ �`� ��( qi"�
,
of Fnancial Services
ON COUNCIL AGENDA
DATE INITIATED
,99� I GREEN SHEET
�ECnan�en daCCSOn
R�1- ti S 33
No 60935
>�r
❑ r �� dl � ? ❑
� ASSiGN
NUMBERFOR 2 �An��� �'CLEPK_
'� a y�� ROUTING
ORDER ❑F�IANCWLSERVICESpR FNANCI4LSERV/ACCiG
�x41roR(oRn55�sTPNT� �
TOTAL # OF SIGNATURE PAGES 1_ (CLIP ALL LOCATIONS FOR SICaNATURE)
prescnbing the Porm antl detaAS for General Obligation Tax Increment Bontls (Block 39 Pro�ect), Senes 7996A, and iarrable Genersl ObLgation T� Incremern
:k 39 Project), Senes 7998B, Provitlmg for their issuance; antl pledgin8 � increments and certain parWng revenues to thert payment.
PLANNING COMMISSION
CIB COMMITTEE
GVIL SERVICE COMMISSION
0.SONAL SERVICE CON'fAACTS MUST ANSWER THE FOILOWIN6 Q
Fias this persoNfirm ever worketl undet a contract for this tlepartment?
YES NO
Has this personlfirtn ever been a crty employee�
YES NO
Does this persoMirm possess e skll not nortnally possessed by any arrertt cAy employee?
YES NO
Is th�s pe5onffvm a targeted ventlo(+
YES PJO
oiain an ves answeis on seoarate sheet and attach to oreen sheet
fING PROBLEM ISSUE, OPPORTUNI7Y (Who, Wha[, Wnen, wnere, wny)
bonds are for the purpose of funtlmg the acqmsRion of real property, demoliqon of ewsting structures, sRe preparahon and cons[ruction of a parMng Facilrty, all iocatetl wdhin the area
:Ry bountled by Wabasha and St Peter Streets antl FiRh and Suth Streets (Block 39)
w�ll be m place for the Block 39 prqect
a .
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��v 4 ''�. 1997
have no financmg
TOTAL AMOUNT OF TRANSACTION S
°UNDING SOURCE
COSTIREVENUE BUDGETEU (CIRCLE ONE)
ACTIVITV NUMBER
YES NO
�INANCIAL INFORMNTION (EXPWNJ
9�-�s 33
borrowed and repaid on the Bonds, and to provide adequate and specific sec 'ty
to the Purchaser and holders from time to time of the Bonds, there aze ereby
created in the Debt Service Fund the "Tas Inerement Account," the ` azking
Revenues Account," and the "Capitalized Interest Account," e ch to be
adininistered and maintained as bookkeeping accounts in the Debt ervice Fund
sepazate and apart from all other accounts maintained therein. e Debt'Service
Fund shall be maintained in the manner herein specified until al of the Bonds and
the interest thereon have been fully paid.
(ii) Ca.pitalized Interest Account. There sh 1 be deposited in the
Capitalized Interest Account all accrued interest rece' ed from the sale of the
Bonds, plus an additional amount designated by Pricing Committee. The
capitalized interest amounts held for the Series 19 A(Tax Exempt) Bonds and
the Series 1998B (Taacable) Bonds, respectively shall be held in separate sub-
accounts. Funds held 'an the Capitalized Intere Account sha11 be withdrawn and
applied to the payment of debt service on the onds when due until such funds are
e�austed.
(iii) Tax c eme t A count All tas increments derived from the
Block 39 Tax Increment District d pledged to the payment of the Bonds
(subject to any senior pledges of s h tas increments provided for in the Pledge
Agreement and provided that Rev ues in excess of axnounts necessary to pay the
principal of and interest on the nds sha11 be released from the funds as provided
herein), plus all investment arnings thereon, shall be deposited in the TaY
Increment Account and used o pay debt service on the Bonds as further provided
herein. There sha11 furthe deposited in the Taac Increment Account a11 funds
remitted to the City by irst Trust National Association as trustee under that
certain Indenture of T st dated as of August 8, 1997 between the HRA and said
trustee pursuant to Se Uon 406 of said Indenture.
(iv) P•i'c' Revenue A count. To the Pazking Revenues Account
there is hereby ledged and inevocably appropriated and there shall be credited
(A) all net p king revenues derived from the operation of the parking ramp
portion of e Development, those being gross revenues net of customary and
usuai exp ses incurred in operating the parking ramp ("Parking Revenues'�, plus
(B) a11 ' vestment earnings on funds held in the Pazking Revenues Account.
Funds eld in the Pazking Revenues Account sha11 be used to pay debt service on
the onds as further provided herein.
(v) Qrder of Use of Acco�nts. From the date of issue of the Bonds,
until February 2, 2016, funds held in the Tax Increment Account sha11 be applied
first to the payment of debt service on the Bonds, and funds held in the Parking
Revenues Account shall be used to pay debt service on the Bonds only to the
extent funds held in the Taa� Increment Account are insufficient for that purpose.
From and after February 2, 2016 funds heid in the Parking Revenues Account
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Exempt Bonds (or any other City account which will be used to pay principal or in est
to become due on the TaY Exempt Bonds) in excess of amounts which un then
applicable federal arbitrage regulations may be invested without regard as to e1d shall
not be invested at a yield in excess of the applicable yield restrictions im sed by said
azbitrage regulations on such investments after taking into account y applicable
"temporary periods" or "minor portion" made available under the ederal azbitrage
regulations. In addition, the proceeds of the T� Exempt Bonds an�dhnoney allocated to
the TaY Exempt Bonds in the Debt Service Fund sha11 not be inv ted in obligations ar
deposits issued by, guazanteed by or insured by the United tes or any agency ot
instrumentality thereof if and to the extent that such inves nt would cause the Ta�c
Exempt Bonds to be "federally guazanteed" within the mea g of Section 149(b) of the
federal Internal Revenue Code of 1986, as amended (the ", de").
(d) Investment eaznings, net of rebatable �bitrage, sha11 be credited to the
fund or account from which the investment was made�
(e) The Treasurer of the City is
subaccounts within the Construction Fund
therein) to properly administer such funds
pazagraph, and Sections 23 and 24 hereo£ �
accounts and subaccounts to hold and app
Bonds, and funds pledged to payment th ec
�
here authorized to create such accounts or
an the Debt Service Fund (and Accounts
to assure compliance with the preceding
ecificaliy,the Treasurer may create separate
the proceeds of the Taxable and Tax Exempt
m t• Co era e Test. All of the Taa� Tncrements and Parking
Revenues are hereby pledged to the paym t of the Bonds and the interest thereon, but only to
the extent of an amount equal, with othex ledged sources, to one hundred five percent (105%) of
the principal and interest requiremen of the Bonds. Revenues (both Tax Increments and
Pazking Revenues) shall be used to ay debt service on the Bonds in the order specified by
Section 17(b). Revenues received ' each fiscal year in excess of the amount required to pay the
Bonds shall be released from the ds, free and cleaz of the pledge stated in this Section 18, as
provided in Section 17(b)(vi), (v" and (ix).
The Tax Increments e such that if collected in full they, together with estimated
collections of Parking Rev ues, investment earnings and other revenues herein pledged for the
payment of the Bonds, ' produce at least five percent (5%) in excess of the amount needed to
meet when due the prin pal and interest payments on the Bonds. The estimated amount of T�
Increments to be recei ed over the term of the Bonds, and the use of Tas Increments as provided
herein, aze such that ore than 20% of the total amount to be paid as principal and interest on the
Bonds over their t sha11 be paid from Tax Increments, all within the meaning of Minnesota
Statutes, Section 5. 58.
AnnualXy at the times taa�es are required to be levied, the City shall estimate the
sufficiency the Debt Service Fund. In the event that it is anticipated that the aggregate amount
in (or to b timely received in) the Debt Service Fund will not be sufficient to pay principal of
and inter st on the Bonds to become due in the next eighteen (18) months, the City shall levy an
ad val em taac in such amount as is estimated, with other sources, to be necessary to pay the
princ' al of, and interest on, the Bonds to become due during such period.
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The TaY Exempt Bonds and Taxable Bonds shall be on a parity of lien.
14. Tax Increments� Pled�e AQreemem. The HRA has requested that the
Auditor certify the original tax capacity of real properry within the Block 39 TaY I
D'astrict, and has covenanted not to withdraw or lunit such request. Under the pr i
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Muuiesota Statutes, Sechon 469.177, the County Treasurer will remit to the as taY
increment that portion of the tzaces paid each yeaz on real property in the Block 3 as Increment
District which represents the taxes on captured tax capacity (being tax capac' of the property
less said original ta�� capaciTy) provided that the HI2A shall request that County Treasurer
remit such funds directiy to the City Treasurer. Ta�c increments not requir to pay the principal
of and interest on the Bonds may be used for any proper purpose.
Priar to issuance of the Bonds, the City and HRA shall ter into an agreement (the
"Pledge AgreemenY') under the terms of which the Tax Incre ents and Parking Revenues
pledged to paymeni of the Bonds are remitted to the City.
TaY Increments may be pledged to other purposes y the I3RA. [The priority of such
pledges may be superior, subordinate, or on a parity with e pledge made in this resolution, such
priority to be determined at the time thereof. A superio or pariry pledge of tas increments shall
only be made with the consent of the City, but a su ordinate pledge may be made without the
consent of the City.]
Notwithstanding any provision herein o the contrary, the City reserves the right to
terminate or reduce the Tax Increments herei pledged to the payment of the Bonds and interest
thereon to the extent and in the manner pe itted by law so long as such action does not preclude
the City from paying when due the debt rvice on the Bonds or otherwise unpair the City's full
faith and credit pledge.
20.
atio P ed e. For the prompt and fu11 payment of the principal and
interest on the Bonds, as the s e respectively become due, the fia11 faith, credit and taacing
powers of the City shall be and e hereby irrevocably pledged. If the balance in the Debt Service
Fund is ever insufficient to ay a11 principal and interest then due on the Bonds payable
therefrom, the deficiency s 1 be promptly paid out of any other funds of the City which are
available for such purpos , including the general fund of the City, and such other funds may be
reunbursed wiYki or wi ut interest from the Debt Service Fund when a sufficient balance is
available therein.
21. e fic te of R i trafo . The Director, Office of Financial Services, is hereby
directed to file certified copy of this resolution with the County Auditor of Ramsey County,
Minnesota, to ther with such other information as the County Auditor shall require, and to
obtain the C ty Auditor's certificate that the Bonds ha�e been entered in the Counry Auditor's
Bond Regi er, and that the T� Increment Pledge Agreement has been filed with the County
Auditor.
22. Records and Certificate . The officers of the City aze hereby authorized and
dire ed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
is ance of the Bonds, certified copies of all proceedings and records of the City relating to the
onds and to the financial condition and affairs of the City, and such other affidavits, certificates
16Q69U4.02 � 7
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and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appeaz from the books and records under their custody and control or as �
otherwise lrnown to them, and aIl such certifiad copies, certificates and affitiavits, including any �`
heretofore fiuivshed, shall be deemed representations of the City as to the facts recited therein.
23. Nagative Covenants as to Use of Proceeds and Ir.�provements. The City hereby
covenants not to use (or permit the HRA to use) the proceeds of the Tax Exempt Bonds or to use
(or permit the FiRA to use) the Improvements financed with the proceeds of the TaY Exemp
Bonds, or to cause or permit (or pernut the I-IRA to cause or perm3t) them or any of them to
used, or to enter into (or pemut the I�IItA to enter into) any deferred paymem arrangements r
the cost of such Improvements, in such a manner as to cause the TaY Exempt Bonds e
"private activity bonds" within the meaning of Secfions 103 and 141 through 150 of Code.
The City hereby covenants not to use (or to permit the FIItt� to use) the proceed of the Tax
Exempt Bonds in such a manner as to cause the Tax Exetnpt Bonds to be "hed onds" within
the meaning of Section 149(g) of'the Code.
24. T x xem t Sta s of the Ta;c Exem t B • Rebat • cti ons. The City shail
comply with requirements necessary under the Code to establish an aintain the exclusion from
gross income under Section 1Q3 of the Code of the interest on Tax Exempt Bonds, including
without limiCation requirements relating to temporary peri for investments, limitations on
amounts invested at a yield greater than the yield on the aY Exempt Bonds, and the rebate of
excess investrnent earnings to the United States.
If any elections are now or hereafter avai le with respect to arbitrage or rebate matters
relating to the Taac Exempt Bonds, the Mayor, erk, Treasurer and Director, Office of Financial
Services, or any of them, are hereby authori and directed to make such elections as they deem
necessary, appropriate or desirable in c ection with the Tax Exempt Bonds, and all such
elections shall be, and sha11 be deemed d heated as, elections of the Ciry.
25. o Besi a' of ualified Tas Exemnt Obli ag tians. The Taac Exempt Bonds,
together with other obligations is ed by the City in 1998, exceed in amount those which may be
qualified as "qualified t�-exe pt obligations" within the meaning of Section 265(b)(3) of the
Code, and hence aze not desi ated far such purpose.
25A. Cultur
Cultural STAR Loan
dollazs shall be made
the year 1999 and �`
STAR funds. �
2 Loan Proceeds. The HRA has approved $1,200,000 of the
ls to be used to enhance the redevelopment of Block 39 and those
e in the foilowing manner; $6QO,OOQ in the yeaz 1998, $300,000 in
in the year 2000. The City Council hereby approves such use of
26. Other Agreements: Official Statement. There ha�e been submitted to this City
Council th orms of a Depository Letter Agreement, a Fledge Agreement between the City and
the HRA and a Preliminary Official Statement. The Depository Letter Agreement and Pledge
Agree� nt are hereby approved, and shall be executed on behalf of the City by the Mayor,
160690A.02
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1606904.Q2
SCHEDi3LE I
TAX EXEMPT COSTS
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160690492
SCFIEDULE II
TAXABLE COSTS
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EXHIBIT A
FORM OF GLQBAL CERTIFICATE - TAX EXEMPT BOND
�
iJNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAI23T PAUL
GENERAL OBLIGATION TAX INCREMENT
BQND (BLOCK 34 PROJECT), SERIES 1998_
INTEREST
RATE
MATURITY
DATE
1, 20
REGISTBRED OWNER:
PRINCIPAL AMOUNT:
CUSIP
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey
County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received
promises to pay to the registered owner specified above or on the certificate of registration
below, or registered assigns, in the manner hereinafter set forth, the principal amount specified
above, on the maturity date specified above, unless called for earlier redemption, and to pay
interest thereon semiannually on Febtuary 1 and August 1 of each year (each, an "Interest
Payment Date"), commencing August 1, 1998, at the rate per annum specified above (calculated
on the basis of a 360-day year of tweive 30-day months) until the principal sum is paid or has
been provided for. This Bond wiil 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 principai of and premium, if any, on this Bond are payabie by check or draft in next
day funds or its equivalent (or by wire transfer in immediately available funds if payment in such
form is necessary to meet the timing requirements below) upon presentation and surrender hereof
at the principai corparate trust office of First Trust National Association, (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 12:00 noon, [New York, New York], 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 Registraz in exchange for a new Bond in the
proper principal amount. Such notation, if made by the Holder, shall be far reference only, and
may not be relied upon by any other person as being in any way determinative of the principal
DATE OF
ORIGINAL ISSUE
1, 1998
1606904.02 l�-1
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1 amount of this Bond outstanding, unless the Bond Registraz has signed the appropriate column of
2 the panel. Interest on this Bond will be paid on each Interest Payauent Date by check or draft in
3 ne� day funds or its equivalent mailed (or by wire transfer in immediately auailable funds if
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payment in such form is necessary to meet the timing requirements below) to the person in
whose name this Bond is regastered (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 calendaz day preceding such Interest Payment Date (the "Regular
Record Date"). Interest payments shall be received by the Holder no later than 12:00 noon, [New
York, New York], time; and principal and premium payments shall be received by the Holder no
later than 12:00 noon, [New York, New York], time, if the Bond is surrendered for payment
enough in advance to pernut payment to be made by such ume. Any interest not so timely paid
shall cease to be payable to the person who is the Holder hereof as of the Regulaz Record Date,
and shall be payable to the person who is the Holder hereof at the close of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money becomes available far
payment of the defaulted interest. Notice of the Special Record Date shall be given to
Bondhoiders not less than ten days
premium, if any, and interest on this
America.
priar to the Special Record Date. The principal of and
Bond are payabie in lawful money of the United States of
Date of Payment Not Business Dav. ff the date for payment of the principal of, premium,
if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of [New York, New York], or the city where the principal office
of the Bond Registraz is located are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment on such date
sha11 have the same force and effect as if made on the nominal date of payment.
Redem�tion. All Bonds of this issue (the "Bonds") mahzring in the years 20_ through
20� both inclusive, are subject to redemption and prepayment at the option of the Issuer on
1, 20_, and on any day thereafter at a price of par plus accrued interest.
Redemption may be in whole or in part of the $onds 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 deternune; and if oniy part of the Bonds having a common maturity
date are cailed for prepayment, this Bond may be prepaid in $5,000 increments of principal.
Bonds or portions thereof called for redemption shall be due and payable on the redemption date,
and interest thereon shall cease to accrue from and after the redemption date.
38 Notice of Redem�tion. Mailed notice of redemption shall be given to the paying agent (if
39 other tl�an a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds
40 aze called for redemption, written notice thereof will be given by first class mail mailed not less
41 than thiriy (30) days priar to the redemption date to each Holder of Bonds to be redeemed. In
42 connection with any such notice, the "CUSIP" numbers assigned to the Bonds shall be used.
43
44 Replacement or Notation of Bond after Pa_n' Redem�tion. Upon a partial redemption
45 of this Bond which results in the stated amount hereof being reduced, the Holder may in its
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discretion make a notation on the panel provided herein of such redemption, stating the amount
so redeemed. Such notarion, if made by the Holder, shail be for reference oniy, and may not be
relied upon by any other person as being in any way deternunative of the principal amount of the
Bond outstanding, unless the Bond Registraz has signed the appropriate column of the panel.
Otherwise, the Holder may surrender this Bond to the Bond Regisirar (with, if the Issuer or Bond
Registrar so requires, a written instrunient of transfer in form satisfactory to the Issuer and Bond
Registrar duly executed by the Holder thereof or its attomey duly authorized in writing) and the
Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the
Hoider 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 denomanation in aggzegate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
Issuance: Purpose: General Obli�ation. This Bond is one of an issue in the total principal
amount of $ , 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 confornuty with the Constitution and laws of the State of Minnesota,
including particularly Minnesota Statutes, Section 469.178, and the Charter of the Issuer, and
pursuant to a resolution adopted by the City Council of the Issuer on , 1998 (the
"Resolution"), far the purpose of providing funds for the acquisition of real properiy comprising
Block 39, demolition of the existing structures, site prepazation and ihe construction of a pazking
facility thereon. This Bond is payable out of the Block 39 Debt Service Fund, to which have
been pledged taac increments received from the Block 39 Tax Increment District in the City and
certain net parking revenues derived from such parking facility. This Bond constitutes a general
obligation of the Issuer, and to provide moneys far the prompt and full payment of its principal,
premium, if any, and interest when the same become due, the fuli faith and credit and t�ing
powers of the Issuer have been and are hereby irrevocably pledged.
Denominations• Exchan�e• Resolution. The Bonds are issuable originally only as Global
Certificates in the denomination of the entire principal amount of the issue maturing on a single
date, or, if a portion o£ said principal amount is prepaid, said principal amount less the
prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment ar in exchange for Replacement Bonds if
then available. Replacement Bonds, if made availabie as provided below, are issuable solely as
fu11y 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 offace of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution aze on file in the principal office of the Bond Registrar.
Re�lacement Bonds. Replacement Bonds may be issued by the Issuer in the event that:
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(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 noneligibility, or
(b) upon a deterniii�a.tion by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the Resolution, which preciudes 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.
r s e. This Bond sha11 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 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 transfened by delivery with an assignment duly
executed by the Holder 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
wntained 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 5ection 149(a) of the
federal Intemal Revenue Code of 1986, as amended.
Fees upon Transfer ar Loss. The Bond Registrar may require payment of a sum sufficient
to cover any taa� or other governmental chazge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receaving payment as
herein provided (except as otherwise provided with respect to the Record Date) and for a11 other
purposes, whether or not this Bond sha11 be overdue, and neither the Issuer nor the Bond
Registraz shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Not Oualified Tatc Exempt Obligations. The Bonds have � been designated by the
Issuer as "qualified taY-exempt obligations" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended.
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IT IS HEREBY CERTIFIED AND RECITED that ail acts, condirions and things required
by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done,
to happen and to be performed, precedent to and in the issuance of this Bond, have been done,
have happened and have been performed, in regulaz and due form, time and manner as required
by law, and this Bond, together with all other debts of the Issuer outstanding on the date of
original issue hereof and on the date of its issuance and delivery to the original purchaser, does
not exceed any constitutional ar statutory or Charter limitation of indebtedness.
IN WITNESS WFIEREOF, 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 facsunile
signature of its Clerk, and countersigned by the photocopied facsimile signahzre of its Director,
Office of Financial Services.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
Tlus Bond is one of the Bonds described
in the Resolution mentioned within
FIRST TRUST NATIONAL
ASSOCIATTON,
Bond Registrar
By
Authorized Signature
(SEAL)
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINIVESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Tax Increment Bond (Block 39 Project), Series 1998_, No. R-
I606904.02
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CERTIFICATE OP REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made only by the
registered owner or its legal representarive last noted below.
DATE OF
REGISTRATION
. . � � .
SIGNATURE OF
BOND REGISTRAR
1606904.0?
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REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
at ount
Signature of
Bondholder
Signature of
Bond Registraz
If a notation is made on this register, such notation has the effect stated in the attached Bond.
Partiai payments do not require the presentation of the attached Bond to the Bond Registrar, and
a Holder could fail to note the partial payment here.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA
(Cust)
under the
as custodian for
1606904.02
(Muzor)
Uniform Transfers to Minors Act
( state)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably
constitute and appoint attomey to transfer the Bond on the
books kept for the registration thereof, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the name
as it appeazs upon the face of the
within Bond in every particular, without
alteration or any change whatever.
Signature Guarrnteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1606904D2
(Include information for all joint owners if the
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EXAIBTT B
FORM OF GLOBAL CERTIFICATE - TAX EXEMPT BOND
iJNITED STATES OF AMERTCA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SA1NT PAUL
'
GENERAL OBLIGATION TAXABLE TAX 1NCREMENT
BOND (BLOCK 39 PROJECT), SERIES 1998B
INTEREST MAT[JRITY DATE OF
Rt�TE DATE ORIGINAL ISSUE CUSIP
1, 20_
1, 1998
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
KNOW ALL PERSONS BY THESB PRESENTS that the City of 5aint Paui, Ramsey
County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and far value receaved
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 February i and August 1 of each year (each, an"Interest
Payment Date"), commencing August 1, 1998, 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 aze payable by check or draft in next
day funds or its equivalent (ar by wire transfer in immediately auailable funds if payment in such
form is necessary to meet the timing requirements below) upon presentafion and sunender hereo£
at the principal cotporate trust office of First Trust National Association, (the "Bond Registraz"),
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 resuits in the stated amount hereof
being reduced, the Holder may in its discretion be paid without presentafion of this Bond, which
payment shall be received no later than 12:00 noon, �New Yark, New York], 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 determinative of the principal
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amount of this Bond outstanding, unless the Bond Registrar has signed the appropriate column of
the panel. Interest on this Bond will be paid on each Interest Payment Date by check or draft in
next day funds or its equivalent mailed (or by wire transfer in immediately availabie funds if
payment in such form is necessary to meet the riming requirements below) 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 Registraz and at the address appearing thereon at the close of
busixtess on the fifteenth calendar day preceding such Interest Payment Date (the "Regular
Record Date"). Interest payments shall be received by the Holder no tater than 12:00 noon, [New
York, New York], time; and principal and premium payments shall be received by the Holder no
later than 12:00 noon, jNew York, New York], 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
sha11 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") fised 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 tkus Bond are payable in lawful money of the United States of
America.
Date of Payment Not Business Day. If the date for payment of the principal of, premium,
if any, or interest on this Bond shal] be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of [New York, New York], or the city where the principal office
of the Bond Registrar is located aze authorized by 1aw or executive order to close, then the date
far such payment shail be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment on such date
sha11 have the same force and effect as if made on flie nominal date of payment.
Redemption. All Bonds of this issue (the `Bonds") maturing in the years 20_ through
20_, both inclusive, are subject to redemption and prepayment at the option of the Issuer on
1, 20_, 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 shail deternune; and if only part of the Bonds having a common maturity
date are called for prepayment, this Bond may be prepaid in $5,000 increments of principal.
Bonds or portions thereof called for redemption sha11 be due and payable on the redemption date,
and interest thereon shall cease to accrue from and aftet the redemption date.
Notice of Redemption. Mailed notice of redemption sha11 be given to the paying agent (if
other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds
are calied for redemption, written notice thereof will be given by first class mail mailed not less
than thirty (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In
connection with any such notice, the "CUSIP" numbers assigned to the Bonds shail be used.
Renlacement ar Notation of Bonds after Partial Redem tion. Upon a partiai redemption
of this Bond which results in the stated amount hereof being reduced, the Holder may in its
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discrefion make a notation on the panel provided herein of such redemption, stating the amount
so redeemed. 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 deterniinative of the principal amount of the
Bond outstanding, unless the Bond Registraz has signed the appropriate coluxnn of the panel.
Otherwise, the Holder may surrender ttus Bond to the Bond Registrar (with, if the Issuer ar Bond
Registrar so requires, a written instrument of transfer in form safisfactory to the Issuer and Bond
Registrar duly executed by the Holder thereof or its attorney duly authorized in writing) and the
Issuer sha11 execute (if necessary) and the Bond Registraz sha11 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 Obligafion. This Bond is one of an issue in the total principal
amount of $ , 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 confornuty with the Constitution and laws of the State of Minnesota,
inciuding particularly Minnesota Statutes, Section 469178, and the Charter of the Issuer, and
pursuant to a resolution adopted by the City Council of the Issuer on Aecember 17, 1998 (the
"Resolution"), for the purpose of providing funds for the acquisition of real properiy comprising
Block 39, demolition of the existing structures, site preparation and the conshuction of a parking
facility thereon. This Bond is payable out of the Block 39 Debt Service Fund, to which have
been pledged taac increments received from the Block 39 T� Increment District in the City and
certain net parking revenues derived from such parking facility. This Bond constitutes a general
obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal,
premiuxn, if any, and interest when the same become due, the full faith and credit and taxing
powers of the Issuer have been and aze hereby inevocably pledged.
Denominations• xchange• Resolution. The Bonds are issuable originally only as Global
Certificates in the denomination of the entire principal amount of the Issue maturing on a single
date, or, if a portion of said principai amount is prepaid, said principal amount less the
prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Replacement Bonds, if made available as provided below, are issuable solely as
fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturiry 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. Reference is hereby made to
the Resolution for a descripfion of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal o�ce of the Bond Registrar.
Replacement Bonds. Repiacement Bonds may be issued by the Issuer in the event that:
1606904A2
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(a) the Depository shall resign or discontinue its services for the Bonds, and
only if the Issuer is unable to locate a subsfitute depository within two (2) months
following the resignation or determination of noneligibility, or
(b) upon a deteruiination by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the ResoluUOn, 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.
r sfer. This Bond sha11 be registered in the name of the payee on the books of the
Issuer by presenting this Bond for registration to the Bond Registraz, who will endorse 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 bp the Holder or its legal representatives, and the Issuer and Bond Registraz 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 sub}ect to
the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer
contained in any agreement with, ar notice to, the Bond Registraz. 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.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient
to cover any taac or other governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as othenvise provided with respect to the Recard Date) and for all other
purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registraz shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required
by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done,
to happen and to be performed, precedent to and in the issuance of this Bond, have been done,
have happened and have been perforxned, in regular and due form, time and manner as required
by law, and this Bond, together with all other debts of the Issuer outstanding on the date of
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original issue hereof and on the date of its issuance and delivery to the original purchaser, does
not exceed any constitutional or statutory or Charter limitation of indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its
City Councii 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 facsunile
signature of its Clerk, and countersigrted by the photocopied facsimile signature of its Director,
Office of Financial Services.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the Bonds described
in the Resolution mentioned within
FIRST TRUST NATIONAL
ASSOCIATION,
Bond Registrar
:
Authorized Signature
(SEAL)
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Tas Increment Bond (Block 39 Project), Series 1998_, No. R-_
Lb06904.�2
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CERTIFICATE OP REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made only by the
registered owner or its legal representative last noted below.
DATE OF
REGIS"I'RATION
REGISTERED OWNER
SIGNATURE OF
BOND REGISTRAR
1606904 02
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ItEGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
Date Amount
Signature of
Bondholder
Signature of
Bond Registrar
If a notation is made on this register, such notation has the effect stated in the attached Bond.
Partial payments do not require the presentation of the attached Bond to the Bond Registrar, and
a Holder could fail to note the partial payment here.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COIv1 - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of sutvivorship and not as tenants in common
UTMA
(Cust)
underthe
as custodian for
1606904.02
(Minor)
Uniform Transfers to Minors Act
( state)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably
constitute and appoint attorney to transfer the Bond on the
books kept for the registration thereof, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the name
as it appears upon the face of the
within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registraz will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1696904A2
(Include information for all joint owners if the
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EXHIBIT C
FORM OF REPLACEMENT BOND - TAX EXEMPT BOND
�
GENERAL OBLIGATION TAX INCREMENT
BOND (BLOCK 39 PROJECT), SERIES 1998_
INTEREST
RATE
iJNITED STATES OF AMBRICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SA1NT PAUL
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
$
CUSIP
1, 1998
REGISTERED OWNER:
PRINCIPAL AMOLTNT:
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 Februazy 1 and
August 1 of each year (each, an"Interest Payxnent Date"), commencing August 1, 1998, 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 ar 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
Registraz"), 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 fliereon at the
close of business on the fifteenth calendar day preceding such Interest Payment Date (the
"Regulaz 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 Regisirar whenever money becomes available for payxnent of the defaulted interest. Notice
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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 aze payable
in lawful money of the United States of America.
KEFERENCE IS HEREBY MADE TO THE FURTHER PROVTSIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHAI,L FOR ALL
PLJRPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that all acts, condirions and things required by the
Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to
happen and to be performed, precedent to and in the issuance of this Bond, have been done, have
happened and have been performed, in regular and due form, time and manner as required by
law, and this Bond, together with all other debts of the Issuer outstanding on the date of original
issue hereof and on the date of its issuance and dellvery to the original purchaser, does not
exceed any constitutional or statutory or Charter limitation of indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City
Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be
executed on its behalf by the original or facsimile signature of its Mayor, attested by the original
or facsimile signature of its Clerk, and countersigned by the original or facsimile signature of its
Director, Office of Financial Services.
1606904.02 C-2
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Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
FIRST TRUST NATIONAL ASSOCIATION,
Bond Registrar
�
Authorized Signature
(SEAL)
CITY OF SATNT PAUL,
RAMSEY COUNTY, MII�NESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Taac Increment Bond (Block 39 Project), Series 1998_, No. R-_
1606904.02
C-3
97-1533
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ON REVERSE OF BOND
Date of Pa�ment Not Business Dav. If the date for payment of the principal of, premium,
if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday ar a day on which
baiilci�g institutions in the City of [New Yark, New York], or the city where the principal office
of the Bond Registrar is located aze authorized by law or executive order to close, then the date
far such payment sha11 be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions aze authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal date of payment.
Redem�tion. All Bonds of this assue (the `Bonds") maturing in the yeazs 20_ through
20_, both inclusive, aze subject to redemprion and prepayment at the option of the Issuer on
1, 20_, and on any day thereafter at a price of par plus accrued interest.
Redemprion 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 hauing a common maturity
date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the
Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the
redempfion date, and interest thereon shall cease to accrue from and after the redemption date.
Notice of Redemption. Mailed notice of redemption shall be given to the paying agent (if
other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds
are called for redemption, written notice thereof will be given by first class mail mailed not less
than thirty (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In
connection with any such notice, the "CUSIP" numbers assigned to the Bonds sha11 be used.
Selection of Bonds for Redemption. To effect a partial redemption of Bonds having a
common maturity date, the Bond Registraz shall assign to each Bond having a common maturity
date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond
Registraz sha11 then select by lot, using such method of selection as it shall deem proper in its
discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal atnount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond
is to be redeemed only in part, it shall be surrendered to the Bond Registraz (with, if the Issuer ar
Bond Registraz so requires, a written instruinent of transfer in form satisfactory to the Issuer and
Bond Registrar duly executed by the Holder thereof 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 or Bonds of the same series
having the same stated maturity and interest rate and of any authorized denomination ar
denominations, as requested by such Holder, in aggregate principa] amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
I606904.02 C-4
q7_1533
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Issuance• Purpose• General Obli *�a 'on. This Bond is one of an issue in the total principal
amount of $ a11 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 confornuty with the Constitution and laws of the State of
Minnesota, including particularly Mimiesota Statutes, Section 469.178, and the Charter of the
Issuer, and pursuant to a resolurion adopted by the City Council of the Issuer on
, 1997 (the "Resolution"), for the purpose of providing funds for the acquisition
of real properiy comprising Block 34, demolition of the existing structures, site prepazation and
the conshucrion of a pazking facility thereon. This Bond is payable out of the Block 39 Debt
Service Fund, to which have been piedged tax increments received from the Block 39 Tax
Increment District in the City and certain net pazking revenues derived from such parking
facility. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the
prompt and full payment of its principal, premiuxn, if any, and interest when the same become
due, the full faith and credit and taxing powers of the Issuer haue been and are hereby irrevocably
pledged.
Denominafions: 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 far 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. Reference is hereby made to the Resolution
for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on
file in the principal office of the Bond Registraz.
Transfer. This Bond is transferable by the Holder in person or by its attorney duly
authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with, or norice
to, the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar sha11
authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in
the name of the transferee (but not registered in blank or to "beazer" or similaz designation), of an
authorized denomination or denominations, in aggregate principal amount equal to the principal
amount of this Bond, of the same maturity and bearing interest at the same rate. Whenever
ownership of this Bond shouid be transferred under any other circumstances or be registered in
nominee name only, the registered owner of the Bond shall, if and to the ement 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, and at the direction and expense of the
Issuer, maintain for the Issuer a record of the actual owner of the Bonds.
Fees u�on Transfer or Loss. The Bond Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regazding transfers and lost Bonds.
i�9oa.oz C-5
�� •1 s33
1 Treatment of Registered Owner. The Issuer and Bond Registraz may treat the person in
2 whose name this Bond is registered as the owner hereof for the purpose of receiving payxnent as
3 herein provided (except as otherwise provided on the reverse side hereof with respect to the
4 Record Date) and for all other purposes, whether or not this Bond sha11 be overdue, and neither
5 the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
6
7 Authentication. This Bond shall not be valid or become obligatory for any purpose or be
8 enfitled to any security unless the Certificate of Authentication hereon shall have been executed
9 by the Bond Registrar.
10
11 Not �ualified Tax Exempt Obligation . The Tax Exempt Bonds have not been
12 designated by the Issuer as "qualified tas-exempt obligations" for purposes of Section 265(b)(3)
13 of the federal Internal Revenue Code of 1986, as amended.
14
15
1606904.02 C-6
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in fixll according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
liy�u�
(Cust)
under the
as custodian for
1606904.02
(Minor)
Uniform Transfers to Minors Act
( state)
Additional abbreviations may also be used though not in the above list.
C-7
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GRX9�e3�i,�u� i �l ��i i
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably
constitute and appoint attorney to transfer the Bond on the
books kept far the registration thereof, with full power of substitution in the premises.
Bated:
Notice: The assignor's signature to this
assignment must conespond with the name
as it appears upon the face of the
within Bond in every particulaz, without
alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guazanteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registrar wiil not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1606904.02
(Include inforxnation for all joint owners if the
C�3
°��-1 S33
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EXHIBIT D
FORM OF REPLACEMENT BOND - TAX EXEMPT BOND
I�
GENERAL OBLIGATION TAXABLE TAX INCREMENT
BOND (BLOCK 39 PROJECT), SERIES 1998_
INTEREST
RATE
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COTJNTY
CITY OF SAINT PAUL
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
$
CUSIP
1, 1998
REGISTERED OWNER:
23 PRINCIPAL AMOUNT:
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DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ranisey
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 February 1 and
August 1 of each year (each, an"Interest Payment Date"), commencing August 1, 1998, at the
rate per annum specified above (calculated on the basis of a 360-day yeaz of twelve 30-day
months) until the princigal sum is paid or has been provided for. This Bond will beas 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 principai of and premium, if any, on tkus
Bond are payable upon presentation and surrender hereof at the principal corporate trust office of
First Trust National Association, Saint Paul, Minnesota (the "Bond Registrar"), acting as paying
agent, ar 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 Registraz and at the address appearing thereon at the close of business on
the fifteenth calendaz day preceding such Interest Payment Date (the "Regular Record Date").
Any interest not so timely paid sha11 cease to be payable to the person who is the Holder hereof
as of the Regular Record Date, and sha11 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
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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 aze payable in lawful money of the
United States of America.
REFERENCE IS HEREBY MADE TO TI� FURTHER PROVISIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SIIALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that a11 acts, condi6ons and things required by the
Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to
happen and to be performed, precedent to and in the issuance of this Bond, have been done, have
happened and have been performed, in regulaz and due form, tune and manner as required by
law, and this Bond, together with all other debts of the Issuer outstanding on the date of original
issue hereof and on the date of its issuance and delivery to the original purchaser, does not
exceed any constitutional or statutory or Charter limitation of indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City
Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be
executed on its behalf by the original or facsimile signature of its Mayor, attested b}� the original
or facsimile signature of its Clerk, and countersigned by the original or facsimile signature of its
Director, Office of Financial Services.
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Date of Registrarion:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution menrioned
within.
FIRST TRUST NATIONAL ASSOCIATION,
Bond Registrar
:
Authorized Signature
(SEAL)
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Block 39 Tax Increment Bond, Series 1998 , No. R-
1606904.02
D-3
°�� -1533
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ON REVERSE OF BOND
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5 Date of Paument Not Business Day. If the date far payment of the principal of, premium,
6 if any, ar interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which
7 banking institutions in the Ciry of jNew York, New York], or the clty where the principal office
8 of the Bond Registrar is located aze authorized by law or executive order to close, then the date
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for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions aze authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal date of payment.
Redem�tion. All Bonds of this issue (the `Bonds") maturing in the years 20_ through
20_, both inclusive, aze subject to redemption and prepayment at the opuon of the Issuer on
1, 20_, 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 remanung unpaid may be prepaid in such order of maturity and in such amount
per maturity as the City shall deternune; and if only part of the Bonds having a common maturity
date are calied for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the
Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the
redemption date, and interest thereon sha11 cease to accrue from and after the redemption date.
Notice of Redem tion. Mailed notice of redemption shall be given to the paying agent (if
other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds
are called for redemption, written notice thereof will be given by first class mail mailed not less
than thiriy (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In
connection with any such notice, the "CUSIP" numbers assigned to the Bonds shall be used.
Selection of Bonds or Redem�tion. To effect a partial redemption of Bonds having a
common maturity date, the Bond Registrar shall assign to each Bond having a common maturity
date a distinctive number far each $5,000 of the principal amount of such Bond. The Bond
Registrar shall then select by lot, using such method of selection as it shall deem proper in its
discretion, from the nuxnbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond
is to be redeemed only in part, it shall be surrendered to the Bond Registraz (with, if the Issuer or
Bond Registraz so requires, a written instruinent of transfer in form satisfactory to the Issuer and
Bond Registrar duly executed by the Holder thereof 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 or Bonds of the same series
43 having the same stated maturity and interest rate and of any authorized denomination or
44 denominations, as requested by such Holder, in aggregate principal amount equal to and in
45 exchange for the unredeemed portion of the principal of the Bond so surrendered.
�eoa9oa.az D-4
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Issuance• Purpose• General Obligation. This Bond is one of an issue in the total principal
amount of $ a11 of like date of originai issue and tenor, except as to
number, maturity, interest rate, denomination, and redempfion privilege, which Bond has been
issued pursuant to and in full confomuty with the Consritution and laws of the State of
Minnesota, including particularly Minnesota Statutes, Section 469.178, and the Charter of the
Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on December 17,
1997 (the "Resolufion"), for the putpose of providing funds for the acquisition of real properry
comprising Block 39, demolition of the existing structures, site preparation and the construcfion
of a pazking facility thereon. This Bond is payable out of the Block 39 Debt Service Fund, to
which have been pledged taY increments received from the Block 39 Tax Increment District in
the City and certain net parking revenues derived from such parking facility. 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 intezest when the same become due, the full faith
and credit and ta�cing powers of the Issuer have been and are hereby irrevocably pledged.
Denominations• Exch ge• Resolution. The Bonds are issuable solely as fully registered
bonds in the denominations of $5,000 and integzal 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. Reference is hereby made to the Resolution
for a description of the rights and duties of the Bond Registrar. Copies of the Resolution aze on
file in the principal office of the Bond Registrar.
r sfer. This Bond is transferable by the Holder in person or by its attomey duly
authorized in writing at the principal office of the Bond Registraz upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice
to, the Bond Registrar. Thereupon the Issuer sha11 execute and the Bond Registraz shall
authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in
the name of the transferee {but not registered in blank ar to "beazer" or similaz designation), of an
authorized denomination or denominations, in aggregate principal amount equai to the principal
amount of this Bond, of the same maturity and bearing interest at the same rate. Whenever
ownership of this Bond should be transfened under any other circumstances or be registered in
nominee name only, the registered owner of the Bond shall, if and to the extent 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, and at the direction and expense of the
Issuer, maintain for the Issuer a record of the actual owner of the Bonds.
Fees u�on Transfer or Loss. The Bond Registraz may require payment of a sum sufficient
to cover any tas ar other governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registraz may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
16069Q4 �2 �-5
�� _4s33
1 herein provided (except as otherwise provided on the reverse side hereof with respect to the
2 Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither
3 the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
4
5 Authentication. This Bond sha11 not be valid or become obiigatory for any purpose or be
6 entitled to any security unless the Certificate of Authenfication hereon shall have been executed
7 by the Bond Registraz.
1606904.02 D-6
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ABBREVIATIONS
q'1-�533
The following abbreviations, when used in the inscription on the face of this Bond, shall be
constnzed as though they were written out in full according to applicable laws or zegulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as j oint tenants with right of survivorship and not as tenants in common
UTMA
1606904.02
(Cust)
under the
as custodian for
(Minor)
Uniform Transfers to Minors Act
( state)
Additiona] abbreviations may also be used though not in the above list.
�
q� .t533
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39
asszGrrMErrT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably
constitute and appoint attorney to transfer the Bond on the
books kept for the registrafion thereof, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must conespond with the name
as it appeazs upon the face of the
within Bond in every particular, without
alteration or any change whatever.
Signature Guazanteed:
Signature(s) must be guaranteed by a national bank ar trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1606904.02
(Include information for all joint owners if the
l:
�v ' ` ' .., . . ., .
Presented By:
t
t
RESOLUTION
iAfNT PAUL, MI(JTdESOTA
Council File #
Green Sheet #
�l -1 s33
GOq3 S
39 ,
Referred To: Committee: Date
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8 PRESCRIBING Tf� FORM AND IIETAII.S FOR UP TO
9 A COMBINED TOTAL OF $40,000,000 GENERAL OBLIGATION
10 TAX INCREMENT BQNDS (BLQCK 39 PROJECT), SERIES 1998A,
11 AND TAXABLE GENERAL OBLIGATION TAX INCREMENT
12 BONDS (BLOCK 39 PROJECT), SERIES 1998B;
13 PRO VIDING FOK THEIR ISSUANCE; AND PLEDGING
14 TAX INCREMENTS AND CERTAIN PARKING REVENUES
15 FOR THE PAYMENT THEREOF
16
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WFiEREAS, the City Council of the City of Saint Paul, Minnesota (the "City") has
heretofore deternuned that it is necessary and expedient to provide moneys to fmance the
acquisition of real property, demolition of e�sting structures, site preparation and construction of
a parking facility (which may include appro�mately 15,000 squzre feet of retail space fronting
on Wabasha) (collectively, the "Development"), all located witivn the azea of the City bounded
by Wabasha and St. Peter Streets and Fifth and Sixth Streets (`Block 39"); and
VJI�REAS, the Housing and Redevelopment Authority of the City of Saint Paul,
Minnesota (the "HRA") has established the Block 39 Renewai and Renovation Tax Increment
Financing District, being a tax increment finaucing district established as a renewal and
renovafion district under the tax increment act pursuant to the tax increment act and a resolution
adopted by the HRA on May 28, 1447, and approved by the City on May 28, 1997; and
WHEREAS, the HRA has converted the Block 39 Renewal and Renovation Tax
Increment Financing District to the Block 39(Arena Redevelopment Taac Increment Financing
District (the "Biack 39 Tax Increment District" or the "T�istrict") being a redevelopment district
as defined in Minnesota Statutes Section 469174, subd. 10, pursuant to Minnesota Statutes,
Section 469.174 to 469179 (the "TaY Increment AcY') and a resolution adopted by the HRA on
September 24, 1997 and approved by the City on September 24, 1997, tax increments from
which {the "Taac Increments") are pledged herein to the payment of the Bonds; and
WHEREAS, the HRA has established its Seventh Place Redevelopment Project (the
"Project") as from time to tune amended, and has by I3ItA resolution adopted September 24,
1997 expanded the boundaries of the Project which expansion was approved by the City on
September 24, 1997 after consideration by the Saint Paui Planning Commission as required by
law; and
WHEREAS, the real property added to the Project, plus Block 39 and certain other
property (exempt from real property taxes) comprise the property included in the District; and
WHEREAS, there will be constructed on Block 39 a parking ramp owned by the HRA
which will be operated, in pa�t.as a facility for parking by the general public, and in part, as a
facility committed to parking by tanants of the office tower located on Block 34; and
WHEREAS, the pazking ramp is expected to produce net revenues (the "Parking
Revenues'� which are pledged hereby to the payment of the Bonds; and
WHEREAS, the HRA has covenanted to enter into a pledge agreement relat3ng to any of
the City's general obligation bonds with respect to the Biock 39 Tax Increment District; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Pau1,
Minnesota, as foilows:
1. Negotiated Sale;�ricing Committee• Award. The City has retained Springsted
Incorporated, Saint Paul, Minnesota, as its financial advisar in connection with issuance of bonds
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to finance tha Project. Pursuant to Minnesota Statutes, Secriott 475.60, Subd. 2(9), the Issuer has
determined, with the concurrence of its finaneial advisor, to sell such bonds by private
negotiation to Miller & Schroeder Financial, Inc. and Piper Jaf&ay Inc. (collectively, the
Purchaser) pursuant to a Bond Purchase Agreement to be dated as of the date on which the
Pricing Committee (hereafter described) and the Purcl�aser reach agreement on the terms of the
Bonds (as hereafter defined). The Purchaser will submit to the Ciry its offer for the proposed
terms for the sale of the City's General Obligation Tax Increment Bonds (Biack 39 Project),
Series 1998A (the "Series 1998A Bonds or "T� Exempt Bonds"), and Tasable General
Obligation TaY Increment Bonds (Block 39 Project}, Series 19988 (the "Series 1998B Bonds" or
"TaYable Bonds" and, together with the Tax Exempt Bonds, the "Bonds"), including the
principal amount to mature in each yeaz, the interest rate(s) to be borne by each maturity, the
redemption features to apply to the Bonds, and other terms and conditions to be specified therein.
There is hereby created and appointed a Pricing Committee for the bonds consisting of the City
Treasurer, Director, Office of Financiat Services, and Director of Planning and Economic
Development, or their designees, advised as appropriate by a representative of Springsted
Incorporated, as financial advisor. The Pricing Committee is hereby authorized and directed to
make the following determinations (subject to the IimitaGons eapressed herein}:
a. The original principal amount of the T� Exempt Bonds and the Taxable Bonds,
provided that the aggregate original principal amount of the Tax Exempt Bonds and the
Ta�bie Bonds shall not exceed [$40,000,000];
b. The interest rate per annum to be borne by each maturity of both the Taxable
Bonds and the Tax Exempt Bonds, provided that the net interest cost for the TaYable
Bonds sha11 not exceed 7.50°lo per annum and the net interest cost for the Taac Exempt
Bonds shall not exceed 5.75% per annum;
c. The principal amount of each series of bonds to mature or be payable by sinking
fund installment in each year;
d. The dates on which each series of Bonds may be optionally redeemed, provided
that the Series 1998A Bonds shall be subject to optional redemption no later than 10
years after issuance at a price of pax;
e. The original issue discount or premium at which each series of Bonds will be
offered, subject to the net interest cost limitations expressed in clause (b) abave; and
f. The amount, in addition to accrued interest, to be deposited in the Capitalized
Interest Account.
On the date such determinations aze made and an agreement is signed with the Purchaser
to sell the Bonds on those terms, the members of the Pricing Committee sha11 execute a
certificate setting forth its determinations, which certificate sha11 be attached to this resolution
and become part of the o�cial records of the City relating to the Bonds. The sale of the Bonds is
hereby awarded to the Purchaser on the terms specified herein. The Mayor, City Clerk and the
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Director, Office of Financial Services of the City are hereby authorized and directed to execute a
contract on behalf of the City for the sale of the Bonds in accordance with the terms specified
herein.
2. Title• Original Issue Date Denominations• Maturities. The TaY Exempt Bonds
shall be titled "General Obligation Tas Increment Bonds (Block 39 Project), Series 1498A," and
the Taxable Bonds shall be titled "TaYable General Obligation Tax Increment Bonds (Block 39
Project), Series 1998B." The Tax Exempt Bonds and the Tasable Bonds shall be issued on a
parity of lien, sha11 be dated as of January 1, 1998 as the date of original issue, and shall be
issued forthwith on or after such date as fully registered bonds. Each series of Bonds shall be
numbered from R-1 upwazd. Global Certificates shall each be in the denominafion of the entire
principal amount maturing on a single date, or, if a portion of said principal amount is prepaid,
said principal amount less the prepayment. Replacement Bonds, if issued as provided in
paragraph 6, shall be in the denomination of $5,000 each or in any integral multiple thereof of a
single mahu
The Ta�c Exempt Bonds sha11 mature on Febnxary 1 in the yeazs and amounts as
determined by the Pricing Committee.
The Ta�cable Bonds shall mature on February 1 in the years and amounts as determined
by the Pricing Committee.
3. Purpose: Findines. The Bonds shall provide funds to finance the Development.
The City hereby reaffirms the findings set forth in that certain resolution relating to the Block 39
Taa� Increment District, adopted by the City Council on September 24, 1997.
4. Interest. Each series of Bonds sha11 beaz interest payable semiannually on
February 1 and August 1 of each year (each an "Interest Payment Date"), commencing August 1,
1998, calculated on ihe basis of a 360-day year of twelve 30-day months.
The Tax Exempt Bonds sha11 beaz interest at the rates per annum for each maturity as
determined by the Pricing Committee.
The TaYable Bonds shall bear interest at the rates per annum for each the maturity as
determined by the Pricing Committee.
5. Descriprion of the Global Certificates and Global Book-Entrv System. Upon their
original issuance, each series of Bonds will be issued in the form of a single Global Certificate
for each maturity, deposited with The Depository Trust Company (the "Depository") by the
Purchaser and immobilized as provided in paragraph 6. No beneficial owners of interests in the
Bonds will receive certificates represenUng their respective interests in the Bonds except as
provided in paragraph 6. Except as so provided, during the term of each series of Bonds,
beneficiai 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 those
financial institutions for whom the Depository effects book-entry transfers and pledges of
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securiries deposited and 'unmobilized with the Depository (i.e. "participants"), and other banks,
brokers, and dealers participating in the computerized national securities clearance and
settlement system (i.e. the "national system'�, The Depository's book entries of beneficial
ownership interests aze authorized to he in increments of $5,000 of principal of each series of
Bonds, but not smaller increments, despite ihe larger authorized denominations of the Global
Certificates. Payment of principal of, premium, if any, and interest on the Global Certificates wiil
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 forwazd payments to participants on
behalf of the beneficial owners of the Giobal Certificates.
Payment of principal of, premium, if any, and interest on a Giobal Certificate may in the
City's discretion be made by such other method of transferring funds as may be requested by the
holder of a Global Certificate.
6. Immobilization of Global Certificates bv the De,�ository Successor Denositorv
Replacement Bonds. Pursuant to the request of the Purchaser to the Depository, immediately
upon the original del'avery of the Bonds the Purchaser will deposit the Global Certificates
representing all of the Bonds with the Depository. The Global Certificates shall be in typewritten
form or otherwSse as acceptable to the Depository, shall be registered in the name of the
Depository or its nominee and shall be held immobilized from circulation at the offices of the
Depository on behalf of the Purchaser and subsequent bond owners. The Depository or its
nominee wili be the sole holder of record o£ the Global Certificates and no investor or other party
purchasing, selling or otherwise transferring ownership of interests in any Bond is to receive,
hold or deliver any bond certificates so long as the Depository holds the Global Certificates
immobilized from circulation, except as provided below in this paragraph and in paragraph 12.
Certificates evidencing the Bonds may not after their ariginal delivery be transferred or
exchanged except:
(a) Upon registrarion of transfer of ownership of a Global Certificate, as
provided in paragraph 12,
(b) To any successor of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (c) of this
subparagraph, provided that any successor of the Depository or any substitute depository
must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
(c) To a substitute depository designated by and acceptable to the City upon
(i) the deternrination by the Depository that the Bonds shall no longer be eligible for its
depQSitory services or (ii) a determination by the City that the Depository is no longer
able to carry out its functions, provided that any substitute depository must be qualified to
act as such, as provided in clause (b) of this subparagraph, or
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(d) To those persons to whom transfer is requested in written transfer
instructions in the event that:
(i) the Depository shall resign or discontinue its services for a series
of the Bonds and the City is unable to locate a substitute depository within two (2)
months following the resignation or determinafion of noneligibility, or
(ii) upon a determination by the City in its sole discretion that (1) the
continuation of the book-entry system described herein, which precludes the
issuance of certificates (other than Global Certificates) to any person in whose
name a Bond is registered on the registration books of the Bond Registraz (a
"Holder" or "Holders") other than the Depository (or its nominee), might
adversely affect the interest of the beneficial owners of a series of the Bonds, or
(2) that it is in the best interest of the beneficial owners of a series of the Bonds
that they be able to obtain certificated bonds,
in either of which events the City shall notify Holders of its determination and of the auailability
of certificates (the "Replacement Bonds") to Holders requesting the same and the registrarion,
transfer and exchange of such Bonds will be conducted as provided in paragraphs 9(b) and 12
hereof.
In the event of a succession of the Depository as may be authorized by this paragraph, the
Bond Registrar upon presentarion of Global Certificates shall register their transfer to the
substitute or successor depository, and the substitute or successor depository shall be treated as
the Depository for all purposes and functions under this resolution. The letter agreement setting
forth various matters relating to the Depository and its role with respect to the Bonds (the
"Depository Letter Agreement") shall not apply to a substitute or successor depository unless the
City and the substitute or successor depository so agree, and a similaz agreement may be entered
into.
7. Redemotion
(a) Optional Redemption.
All Tvc Exempt Bonds shall be subject to redemption and prepayment in whole or
in part at the option of the City on the dates and at the redemption prices determined by
the Pricing Committee.
All Taxable Bonds sha11 be subject to redemption and prepayment in whole or in
part at the option of the City on the dates and at the redemption prices deternuned by the
Pricing Committee.
(b) Mandatorv Redemntion.
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Any maturity of the Tas Exempt Bonds may be subject to mandatory redemption
at a redemption price equal to 100% of the principal amount of Tax Exempt Bonds so
redeemed plus accrued interest to the date of redemption, in the principal amounts and on
February 1 of the yeazs as deternuned by the Pricing Committee.
flny maturity of the Taxable Bonds may be subject to mandatory redemption at a
redemption price equal to 100% of the principal amount of T�able Bonds so redeemed
plus accrued interest to the date of redemption, in the principal amounts and on February
1 of the years as determined by the Pricing Committee.
(c) Selection of Bonds to be Redeemed• Redemntion Procedure.
If redemption of either series is in part, the Bonds may be prepaid in such order of
maturity and in such amount per maturity as the City shall detemune; and if only part of
the Bonds of a series having a common maturity date aze called for prepayment, the
Global Certificates may be prepaid in $5,000 increments of principal and, if applicable,
the specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond
Registrar. Bonds or portions thereof called for redemption shall be due and payable on
the redemption date, and interest thereon shall cease to accrue from and after the
redemption date.
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 rehun the Global Certificate to the
Bond Registrar in exchange for a new Global Certificate authenticated by the Bond
Registraz, in proper principai 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 Registraz has signed the appropriate column of the panel.
To effect a partial redemption of Replacement Bonds of a series having a common
maturity date, the Bond Registraz prior to giving notice of redemption sha11 assign to each
such Replacement Bond a distinctive number for each $5,000 of the principal amount of
such Replacement Bond. The Bond Registrar sha11 then select by lot, using such method
of 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 far each number, shall equal the
principal amount of such Replacement Bonds to be redeemed. The Repiacement Bonds to
be redeemed shall be the Replacement Bonds to which were assigned numbers so
selected; provided, however, that only so much of the principal amount of each such
Replacement Bond of a denomination of more than $5,000 shall be redeemed as sha11
equal $5,000 for each number assigned to it and so selected.
If a Replacement Bond is to be redeemed only in part, it shail be surrendered to
the Bond Registraz (with, if the City or Bond Registrar so requires, a written insmunent
of transfer in form satisfactory to the City and Bond Registraz duly executed by the
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Holder thereof or its attorney duly authorized in writing) and the City shall execute (if
necessary) and the Bond Registraz shall authenticate and deliver to the Holder of such
Replacement Bond, without service chazge, a new Replacement Bond or Bonds of the
same series having the same stated maturity and interest rate and of any authorized
denominarion or denominarions, 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.
(d) Notice of Redemnti�n.
The Bond Registrar shall call Bonds for redemption and payment as herein
provided upon receipt by the Bond Registraz at least forty-five (45) days prior to the
redemption date of a request of the City, in written form if the Bond Registraz is other
than a City officer. Such request shall specify the series and principal amount of Bonds to
be called far redemption and the redemption date.
Mailed notice of redemption shall be given to the paying agent (if other than a
City officer) and to each affected Holder. If and when the City shall cail any of the Bonds
for redemption and payment priar to the stated maturity thereof, the Bond Registrar shall
give written notice in the name of the City of its intention to redeem and pay such Bonds
at the office of the Bond Registrar. Notice of redemption shall be given by first class
mail, postage prepaid, mailed not less than thirty (30) days prior to the redemption date,
to each Holder of Bonds to be redeemed, at the address appearing in the Bond Register.
All notices of redemption shal] state:
(i) The redemption date;
(ii) The redemption price;
(iii) If less than all outstanding Bonds of a series 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 wiil 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 sha11 be the office of the Bond Registrar).
Notices to the Depository or its nominee shall contain the CUSIP numbers of the Bonds.
If there are any Holders of the Bonds other than the Depository or its nominee, the Bond
Registrar shall use its best efforts to deliver any such notice to the Depository on the business
day next preceding the date of mailing of such notice to all other Holders.
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8. Bond Registrar. First Trust National Association is appointed to act as bond
registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so
unless and until a successor Bond Registrar is duly appointed. A successor Bond Registrar shall
be an officer of the City or a bank or h company eligible for designation as bond zegistraz
pursuant to Mimiesota Statutes, Chapter 475, and may be appointed pursuant to any contract the
City and such successor Bond Registrar shall execute which is consistent herewith. The Bond
Registrar shall also serve as paying agent unless and until a successor paying agent is duly
appointed. Principal and interest on the Bonds sha11 be paid to the Holders (or record hoiders) of
the Bonds in the manner set forth in the forms of Bond and paragraph 14 of tkus resolution.
9. Forms of Bond. The Bonds shall be in the form of Global Certificates unless and
until Replacement Bonds aze made auailable 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 Depository Letter Agreement and approved
by the City Attorney.
(a) Global Certificates. The Global Certificates, together with the Certificates
of Registration, the Registers of Partial Payments, the forms of Assignment and the
registration information thereon, shall be in substantially the forms attached hereto as
Exhibit A(Tax Exempt Bonds) and E�ibit B(TaYable Bonds), and may be typewritten
rather than printed.
(b) Re�lacement Bonds. If the City has notified Holders that Replacement
Bonds of a series haue been made available as provided in paragraph 6, then far every
Bond of such series thereafter transferred or exchanged (including an exchange to reflect
the partial prepayment of a Global Certificate not previously exchanged for Replacement
Bonds) the Bond Registrar shali deliver a certificate in the form of the Replacement Bond
rather than the Global Certificate, but the Holder of a Global Certifacate 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 form. The Replacement Bonds, together with
the Bond Registraz's Certificates of Authentication, the forms of Assignment and the
registration in£ormation thereon, shall be in substantially the forms attached hereto as
E�ibit C(TaY Exempt Bonds) and Eachibit D(Taxable Bonds).
10, ecutio . The Bonds sha11 be executed on behaif of the City by the signature of
its Mayor, Clerk and Director, Office of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City; provided, however, that the seal of
the City may be a printed or photocopied facsimile; and provided fuither 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 ar facsimile signature of that officer who
may act on behalf of such absent or disabled officer. In case any such o�cer whose signature or
facsimile of whose signature shali appear on the Bonds sha11 cease to be such officer before the
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delivery of the Bonds, such signature or facsimile sha11 nevertheless be valid and sufficient for all
purposes, the same as if he or she had remained in o�ce until delivery.
I 1. 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
Authenticafion 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 Registraz
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 shall insert as the date of registration the
date of original issue, which date is January 1, 1498. 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• Exchange. The City will cause to be kept at the principal
office of the Bond Registrar a bond register in which, subject to such reasonable regulations as
the Bond Registraz may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
A Global Certificate shall be registered in the name of the payee on the books of the
Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar, who
will endorse his or her name and note the date of registration opposite the name of the payee in
the certificate of registration on the G1oba1 Certificate. Thereafter a Globai Certificate may be
transferred by delivery with an assignment duly executed by the Holder or its legal
representative, and the City and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until a Global Certificate 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 thereon by the Bond Registrar, a11 subject to the terms and conditions
provided in this resolution and to reasonable regulations of the City contained in any agreement
with, or notice to, the Bond Registrar.
Transfer of a Global Certificate may, at the direction and expense of the City, be subject
to other restrictions if required to qualify the Global Certificates as being "in registered form"
within the meaning of Section 149(a) of the federal Internal Revenue Code of 19&6, as amended.
If a Global Certificate is to be exchanged for one or more Replacement Bonds, ali of the
principal amount of the Global Certificate sha11 be so exchanged.
Upon surrender for transfer of any Replacement Bond at the principal office of the Bond
Registrar, the City shali execute (if necessary), and the Bond Registraz shall authenticate, insert
the date of registration (as provided in paragraph 11) of, and deliver, in the name of the
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designated transferee or transferees, one or more new Replacement Bonds of any authorized
denomination or denominations of a like aggregate principal amount, having the same stated
maturity and interest rate, as requested by the transferor; provided, however, that no bond may be
registered in blank or in the name of "bearer" or sunilar designation. Whenever ownership of any
Replacement Bonds should be transferred without sunender of the Replacement Bond for
transfer or should be registered in nominee name only, the registered owner of the Replacement
Bond shall, if and to the extent required to preserve the exclusion from gross income of the
interest on the Bonds and at the direction and expense of the City, maintain for the City a record
of the actual owner of the Replacement Bond.
At the option of the Holder of a Replacement Bond, Replacement Bonds may be
exchanged for Replacement Bonds of any authorized denomination or denominations of a like
aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
exchanged at the principal office of the Bond Reg3straz. VJhenever any Replacement Bonds are
so surrendered for exchange, the City shall execute (f necessary), and the Bond Registraz shall
authenticate, insert the date of registrafion of, and deliver the Replacement Bonds which the
Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
Global Certificates of smaller denominations.
All Bonds surrendered upon any exchange ar transfer provided for in this resolution shall
be promptly canceled by the Bond Registraz and thereafter disposed of as directed by the City.
Ali Bonds delivered in exchange for or upon transfer of Bonds shail be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such ex�hzr.ge a: t.�u
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form sarisfactory to the Bond Registrar,
duly executed by the Holder thereof or its attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
govermnental chazge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with, or notice to, the Bond Registrar, including regulations which permit the Bond
Registraz to close its transfer books between record dates and payment dates.
13. Ri�hts Upon Transfer or Exchana. Each Bond delivered upon transfer of or in
exchange for or in &eu of any other Bond sha11 cany a11 the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
14. Interest Payment Record Date. Interest on any Global Certificate shall be paid as
provided in the first pazagraph thereof, and interest on any Replacement Bond sha11 be paid on
each Interest Payment Date by check or draft mailed to the person in whose name the Bond is
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xegistered (the."Holder") on the registration books of the Ci1y maintained by the Bond Registraz,
and in each case at the address appearing thereon at the close of business on the fifteenth (15th)
calendaz 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 Regulaz Record Date, and shall be payable to the person who is the Holder thereof at the
close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever
money becomes available for payment of the defaulted interest. Notice of the Special Record
Date shall be given by the Bond Registraz to the Holders not less than ten (10) days prior to the
Special Record Date.
15. Holders• Treatment of Re�istered 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. For that purpose, the
City may ascertain the identity of the beneficial owner of the Bond by such means as the
Bond Registrar in its sole discretion deems appropriate, including but not limited to a
certificate from the person in whose name the Bond is registered identifying such
beneficial owner.
(b) The City and Bond Registrar may treat the person in whose name any
Bond is registered as the owner of such Bond for the purpose of receiving payment of
principal of and premium, if any, and interest (subject to the payment provisions in
paragraph 14 above) on, such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond Registraz shall be affected
by notice to the contrary.
(c) Any consent, request, direction, approval, objection or other instrument to
be signed and executed by the Holders may be in any number of concurrent writings of
similaz tenor and must be signed or executed by such Holders in person or by agent
appointed in writing. Proof of the execution of any such consent, request, direction,
approval, objection or other instrument or of the writing appointing any such agent and of
the ownership of Bonds, if made in the following manner, shall be sufficient for any of
the purposes of this resolution, and shall be conclusive in favor of the City with regard to
any action taken by it under such request or other instrument, namely:
(i) The fact and date of the execurion by any person of any such
writing may be proved by the certificate of any officer in any jurisdiction who by
1aw has power to take acknowledgments within such jurisdiction that the person
signing such writing aclrnowledged before him the execution thereof, or by an
affidavit of any witness to such execution.
(ii) Subject to the provisions of subparagraph (a) above, the fact of the
ownership by any person of Bonds and the amounts and numbers of such Bonds,
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and the date of the holding of the same, may be proved by reference to the bond
register.
16. Deliverv_ Application of Proceeds. The Global Certificates when so prepazed and
executed shall be delivered by the Duector, Office of Financial Services, to the Purchaser upon
receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper
application thereof. After the costs of the Development financed by the Bonds have all been paid
any excess shall be paid to the City for deposit in the Debt Service Fund.
17. Funds and Accounts.
(a) Construction Fund.
(i) Creation. There is created hereby a special fund of the City
designated the "Block 34 Construction Fund" (the "Construction Fund"), to be
held and administered by the Director, Office of Financial Services, separate and
apart from all otker funds of the City. For the convenience and proper
administration of the Construction Fund there aze hereby created in the
Construction Fund a"TaY Exempt Proceeds AccounP' and a"Taxable Proceeds
Account", each to be administered and maintained as bookkeeping accounts in the
Construction Fund separate and apart from a11 other accounts maintained therein.
(ii) Administration of the Fund. All proceeds from the sale of the
Bonds, excluding accrued interest, and excluding amounts deposited in the
Capitalized Interest Account shall be deposited in the Fund for use in paying (A)
the costs of issuing the Bonds, and (B) the costs of acquisition, demolition,
clearance, site prepazation and construction of the Development, including related
design, engineering and other professional services. The proceeds of the Taac
Exempt Bonds shall be deposited in the "Tax Exempt Proceeds Account" and
applied solely to pay the "Tas Exempt Costs" listed on Schedule I hereto. The
proceeds of the Ta�cable Bonds shall be deposited in the "Taxable Proceeds
AccounY' and applied solely to pay the "Taxable Costs" listed on Schedule II
hereto. Any excess in the Fund after completion of the Development sha11 be
deposited in the Debt Service Fund, provided that excess funds from the Tax
Exempt Proceeds Account sha11 be pledged and used only for the Series 1998A
Bonds, and excess funds from the Taxable Account shall be pledged and used
only for the Series 1998B Bonds.
(b) Debt Service Fund.
(i) Creation. There is created hereby a special fund of the City
designated the `Biock 39 Debt Service Fund° [the "Debt Service Fund," and
together with the Fund (the "Funds")], to be held and administered by the
Director, Office of Financial Services, separate and apart from all other funds of
the City. For the convenience and proper administratian of the moneys to be
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borrowed and repaid on the Bonds, and to provide adequate and specific security
to the Purchaser and holders from time to time of the Bonds, there are hereby
created in the Debt Service Fund the "Tax Increment Account," the "Pazking
Revenues Account," and the "Capitalized Interest Account," each to be
administered and maintained as bookkeeping accounts in the Debt Service Fund
separate and apart from all other accounts maintained therein. The Debt Service
Fund shall be maintained in the manner herein specified until a11 of the Bonds and
ihe interest thereon have been fully paid.
(iI) Capitalized Interest Account. There shall be deposited in the
Capitalized Interest Account all accrued interest received from the sale of the
Bonds, plus an additional amount designated by the Pricing Committee. The
capitalized interest amounts held for the Series 1998A (Tas Exempt) Bonds and
the Series 1998B (Tasable) Bonds, respectively, shall be held in separate sub-
accounts. Funds held in the Capitalized Interest Account shall be withdrawn and
applied to the payment of debt service on the Bonds when due until such funds are
e�austed.
(iii) Tax Increment Account. All tax increments derived from the
B1ock 39 TaY Increment District and pledged to the payment of the Bonds
(subject to any senior pledges or exclusions of such tax increments provided for in
the Pledge Agreement and provided that Revenues in excess of amounts necessary
to pay the principal of and interest on the Bonds sha11 be released from the funds
as provided herein), plus all investment earnings thereon, shall be deposited in the
Taac Increment Account and used to pay debt service on the Bonds as fiuther
provided herein. There shall fui4her be deposited in the T� Increment Account
all funds remitted to the City by First Trust National Association as trustee under
that certain Indenture of Trust dated as of August 8, 1997 between the HRA and
said hustee pursuant to Section 406 of said Indenture.
(iv) Pazking Revenues Account. To the Parking Revenues Account
there is hereby pledged and inewcably appropriated and there sha11 be credited
(A) a11 net parking revenues derived from the operation of the parking ramp
portion of the Development, those being gross revenues net of customary and
usual expenses incurred in operating the parking ramp ("Parking Revenues"), plus
(B) a11 investment earnings on funds held in the Pazking Revenues Account.
Funds held in the Pazking Revenues Account shall be used to pay debt service on
the Bonds as further provided herein.
(v) Order of Use of Accounts. From the date of issue of the Bonds,
until February 2, 2016, funds held in the Tax Increment Account sha11 be applied
first to the payment of debt service on the Bonds, and funds held in the Parking
Revenues Account shall be used to pay debt service on the Bonds only to the
exteni funds held in the Taac Increment Account aze insufficient far that purpose.
From and after February 2, 2016 funds held in the Pazking Revenues Account
1606904.02 14
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shall be applied to the payment of debt service on the Bonds, and funds held in the
Taac Increment Account shall be used for that purpose only to the extent funds
held in the Parking Revenues Account aze insufficient for that purpose.
(vi) TaY Increment Account Excess. Any excess shail be transferred
from the Tax Tncrement Account to the HRA, and may thereafter be used for any
lawful purpose for which Tas Increments derived from the Block 39 Tas
Increment District may then be used. Initially, such excess sha11 be transfened to
the HRA's "Issuer Reserve Fund" held under the Indenture of Trust dated August
8, 1997 between the HRA and First Trust National Association; provided that the
HRA may change such designation.
(vii) Parking Account Excess. Any excess in the Parking Revenues
Account shall be transferred no less often than annually, in order, (A) to pay
amounts then due and owing on account of the St. Paul Progress Loan made to
finance costs of the retail portion of the Development, (B) to satisfy the
obligarions of the HRA with respect to its Block 39 Municipal Parking Ramp
Subordinated Revenue Note, Series 199% issued to finance a portion of the costs
of the Parking Ramp portion of the Development, and (C) to such account as the
HRA sha11 designate.
(viii) Reservation for Rebate. Prior to making the transfers provided for
in clauses (vi) and (vii), the Treasurer of the City sha11 estimate or cause to be
esrimated the amount of accrued liability for rebatable arbitrage on account of the
TaY Exempt Bonds, and shall than segregate all or a portion of Tax Increment
Account ar Parking Revenues Account surplus to make provisaon for the payment
(or reserve for the payxnent ofl any rebate due ar to become due to the United
States arising from the investment of funds held in the funds created by this
Resolution.
(ix) Bona Fide Debt Service Fund. The Debt Service Fund, and the
Accounts therein, shall be held and administered at all times as a"bona fide debt
service fund" within the meaning of Section 148 of the Internal Revenue Code of
1986, as amended. Excess funds shall be released or transfened &om the Debt
Service Fund at such fimes and in such amounts as required to comply with this
subsection (ax).
(c) The moneys in the Funds shall be used solely as provided herein, or to pay
any rebate due to the United States. No portion of the proceeds of the Tax Exempt Bonds
sha11 be used directly or indirectly to acquire higher yielding investments or to replace
funds which were used directly or indirectly to acquire higher yielding investments,
except (i) for a reasonable temporary period until such proceeds are needed for the
purpose for which the Tax Exempt Bonds were issued, and (ii) in addition to the above in
an amount not greater than $100,000. To this effect, any proceeds of the Tax Exempt
Bonds and any sums from time to time held in the Debt 5ervice Fund allocated to the Tax
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Exempt Bonds (or any other City account which will be used to pay principal or interest ��=i� �°��
to become due on the Ta�c Exempt Bonds) in excess of amounts which under then
applicable federal azbitrage 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 account any applicable
"temporary periods" or "minor portion" made available under the federal arbitrage
regulations. In addition, the proceeds of the TaY Exempt Bonds and money allocated to
the Tax Exempt Bonds in the Debt Service Fund shall not be invested in obligations or
deposits issued by, guaranteed by ar insured by the United States or any agency or
instnunentality thereof if and to the extent that such investment would cause the Tax
Exempt Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
federal Internal Revenue Code of 1986, as amended (the "Code").
(d) Investment earnings, net of rebatable arbitrage, shall be credited to the
fund or account from which the investment was made.
(e) The Treasurer of the City is hereby authorized to create such accounts or
subaccounts within the Construction Fund and the Debt Service Fund (and Accounts
therein) to properly administer such funds and to assure compliance with the preceding
pazagraph, and Sections 23 and 24 hereof. Specifically, the Treasurer may create separate
accounts and subaccounts to hold and apply the proceeds of the Taxable and TaY Exempt
Bonds, and funds pledged to payment thereof.
18. Pled�e of Tax Increments• Coverage Teat. All of the Ta�c Increments (subject to
the terms of the Pledge Agreement) and Parking Revenues are hereby pledged to the payment of
the Bonds and the interest thereon, but only to the extent of an amount equal, with other pledged
sources, to one hundred five percent (105%) of the principal and interest requirements of the
Bonds. Revenues (both Tax Increments and Parking Revenues) shall be used to pay debt service
on the Bonds in the order specified by Section 17(b). Revenues received in each fiscal yeaz in
excess of the amount required to pay the Bonds shall be released from the funds, free and cleaz of
the pledge stated in this Section 18, as provided in Section 17(b)(vi), (vii) and (ix).
The Tax Increments are such that if collected in full they, together with estimated
collections of Parking Revenues, investment earnings and other revenues herein pledged for the
payment of the Bonds, will produce at least five percent (5%) in excess of the amount needed to
meet when due the principal and interest payments on the Bonds. The estimated amount of Tas
Increments to be received over the term of the Bonds, and the use of Tas Increments as provided
herein, are such that more than 20% of the total amount to be paid as principal and interest on the
Bonds over their term sha11 be paid from T� Increments, all within the meaning of Minnesota
Statutes, Section 475. 58.
Annually at the times taYes aze required to be levied, the City shall estimate the
sufficiency of the Debt Service Fund. In the event that it is anticipated that the aggregate amount
in (or to be timely received in) the Debt Service Fund will not be sufficient to pay principal of
and interest on the Bonds to become due in the nea�t eighteen (18) months, the City shall levy an
ad valorem tax in such amount as is estimated, with other sources, to be necessary to pay the
principal of, and interest on, the Bonds to become due during such period.
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The Tax Exempt Bonds and T�able Bonds shall be on a parity of lien.
19. TaY Increments• Pledge Agreement. The FIRA has requested that the County
Auditor certify the original taY capacity of real property within the Block 39 Tax Increment
District, and has covenanted not to withdraw or limit such request. Under the provisions of
Minnesota Statutes, Section 469.177, the County Treasurer will remit to the FIRA as taY
increment that portion of the taaces paid each year on real properry in the Block 39 Tax Increment
District which represents the taYes on captured tax capacity (being taY capacity of the property
less said original taa� capacity) provided that the HRA shall request that the County Treasuret
remit such funds directly to the City Treasurer. Tax increments not required to pay the principal
of and interest on the Bonds may be used for any proper purpose.
Prior to issuance of the Bonds, the City and HRA sha11 enter into an agreement (the
"Pledge Agreement"} under the terms of which the Tas Increments and Parking Revenues
pledged to payment of the Bonds are remiried to the City.
T� Increments may be pledged to other purposes by the HRA. The priority of such
pledges may be superior, subordinate, or on a parity with the pledge made in this resolution, such
priority to be determined at the time thereof. A superior or parity pledge of tax increments sha11
only be made with the consent of the City, but a subordinate pledge may be made without the
consent of the City. The "Arena Increments" (as defined in the Pledge Agreement) are excluded
from the TaY Increments pledged to the payment of the Bonds, as provided in the Pledge
Agreement, and it is expected that Tas Increments derived from taxes payable in the year 2016
and thereafter will be pledged, on a senior basis, to another transaction.
Notwithstanding any provision herein to the contrary, the City reserves the right to
terminate or reduce the Tas Increments herein pledged to the payment of the Bonds and interest
thereon to the extent and in the manner permitted by law so long as such action does not preclude
the City from paying when due the debt service on the Bonds or otherwise impair the City's full
faith and credit pledge.
20. General Obligafion Pledee. 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 inevocably pledged. If the balance in the Debt Service
Fund is ever insufficient to pay all principal and interest then due on the Bonds payable
therefrom, the deficiency shall be prompUy paid out of any other funds 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.
21. Certificate of Registration. The Director, Office of Pinancial Services, is hereby
directed to file a certified copy of this resolution with the County Auditar of Ramsey County,
Minnesota, together with such other information as the County Auditor shall require, and to
obtain the County Auditor's ceriificate that the Bonds have been entered in the County Auditor's
Bond Register, and that the Tax Increment Pledge Agreement has been filed with the County
Auditor.
{� �t'�e t� �
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22. Records and Certificates. The officers of the City are hereby authorized and
d'uected to prepaze and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the Ciry relating to the
Bonds and to the financial condition and affairs of the City, and such other �davits, certlficates
and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appeaz from the books and records under their custody and control or as
otherwise known to them, and all such certified copies, ceftificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
23. Negative Covenants as to Use of Proceeds and mprovements. The City hereby
covenants not to use (or pernut the fIRA to use) the proceeds of the Taac Exempt Bonds or to use
(or pernut the HRA to use) the Improvements financed with the proceeds of the Tas Exempt
Bonds, or to cause or pernut (or permit the HRA to cause or permit) them or any of them to be
used, or to enter into (or permit the HRA to enter into} any defened payment arrangements for
the cost of such Improvements, in such a manner as to cause the Tas Exempt Bonds to be
"private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
The City hereby covenants not to use (or to permit the HRA to use) the proceeds of the Tazc
Exempt Bonds in such a manner as to cause the TaY Exempt Bonds to be "hedge bonds" within
the meaning of Section 149(g) of the Code.
24. Ta7: Exempt Status of the Tax Exempt Bonds• Rebate• Elections. The City sha11
comply with requirements necessary under the Code to establish and maintain the exclusion from
gross income under Section 103 of the Code of the interest on the Tax Exempt Bonds, including
without limitation requirements relating to temporary periods for investments, limitations on
amounts invested at a yield greater than the yield on the Tax Exempt Bonds, and the rebate of
excess investment eamings to the United States.
If any elections are now ar hereafter available with respect to azbitrage or rebate matters
relating to the Tax Exempt Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, aze hereby authorized and directed to make such elections as they deem
necessary, appropriate or desirable in connecfion with the Tax Exempt Bonds, and all such
elections sha11 be, and shali be deemed and treated as, elections of the City.
25. No Designation of Qualified Tas Exempt Obli atg ions. The Tax Exempt Bonds,
together with other obligations issued by the City in 1998, exceed in amount those which may be
qualified as "qualified taY-exempt obligations" within the meaning of Section 265(b)(3) of the
Code, and hence aze not designated for such purpose.
25A. Cultural STAR Loan Proceeds. The HRA has approved $1,70Q,Q00 of the
Cultural STAR Loan proceeds to be used to enhance the redevelopment of Block 39 and those
dollazs shall be made available in the years 1998, 1949 and 2000. The City Council hereby
approves such use of STAR funds.
26. Other Agreements Official Statement. There have been submitted to this City
Council the forms of a Depository Letter Agreement, a Pledge Agreement between the City and
the HRA, and a Preliminary Official Statement. The Depository Letter Agreement and Pledge
Agreement aze hereby approved, and sha11 be executed on behalf of the City by the Mayor,
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Treasurer and Director, Office of Financial Services, in substantially the form approved, with
such changes, modifications, additions and deletions as shall be necessary and appropriate and
approved by the City Attorney, provided that no new Depository Letter Agreement need be
executed if there is in effect a"blankeY' Depository Letter Agreement governing the
immobilization of the Bonds at The Depository Trust Company. Execution by such officers of
such agreements shall be conclusive evidence as to the necessity and propriety of changes and
their approval by the City Attomey. 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 Depository Letter Agreement, as it may be amended or supplemented by the
City from time to time with the agreement or consent of the Depository Trust Company. So long
as the Bonds remain outstanding, the City sha11 comply with the provisions of the Pledge
Agreement as from time to time supplemented or amended.
The use and distribution of the Preliminary Official Statement, and of a final O�cial
Statement, by the Purchaser in connection with the offering and sale of the Bonds is hereby
approved.
27. Continuing Disclosure. The appropriate officials of the City are hereby
authorized and directed to execute and deliver an undertaking in form and substance complying
with SEC Rule 15c2-12.
28. Severabilitv. If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
29. e din s. Headings in this resolution are included for convenience of reference
only and aze not a part hereof, and shall not limit or define the meaning of any provision hereof.
By:
by C�¢partm�t of:
by Budget Director:
_ �
Adoption Certified by Council Secretary:
Bv� �� � . �,.,�e1..-a
Approved by Mayor. Date 2 2„Q
ay: '
IbC6904.02 � 19
Form
By:
�
Approve by M�ub i on to Councif:
By: �
�.����,���.
Adopted by Councii: Date Q�_ �`� ��( qi"�
,
of Fnancial Services
ON COUNCIL AGENDA
DATE INITIATED
,99� I GREEN SHEET
�ECnan�en daCCSOn
R�1- ti S 33
No 60935
>�r
❑ r �� dl � ? ❑
� ASSiGN
NUMBERFOR 2 �An��� �'CLEPK_
'� a y�� ROUTING
ORDER ❑F�IANCWLSERVICESpR FNANCI4LSERV/ACCiG
�x41roR(oRn55�sTPNT� �
TOTAL # OF SIGNATURE PAGES 1_ (CLIP ALL LOCATIONS FOR SICaNATURE)
prescnbing the Porm antl detaAS for General Obligation Tax Increment Bontls (Block 39 Pro�ect), Senes 7996A, and iarrable Genersl ObLgation T� Incremern
:k 39 Project), Senes 7998B, Provitlmg for their issuance; antl pledgin8 � increments and certain parWng revenues to thert payment.
PLANNING COMMISSION
CIB COMMITTEE
GVIL SERVICE COMMISSION
0.SONAL SERVICE CON'fAACTS MUST ANSWER THE FOILOWIN6 Q
Fias this persoNfirm ever worketl undet a contract for this tlepartment?
YES NO
Has this personlfirtn ever been a crty employee�
YES NO
Does this persoMirm possess e skll not nortnally possessed by any arrertt cAy employee?
YES NO
Is th�s pe5onffvm a targeted ventlo(+
YES PJO
oiain an ves answeis on seoarate sheet and attach to oreen sheet
fING PROBLEM ISSUE, OPPORTUNI7Y (Who, Wha[, Wnen, wnere, wny)
bonds are for the purpose of funtlmg the acqmsRion of real property, demoliqon of ewsting structures, sRe preparahon and cons[ruction of a parMng Facilrty, all iocatetl wdhin the area
:Ry bountled by Wabasha and St Peter Streets antl FiRh and Suth Streets (Block 39)
w�ll be m place for the Block 39 prqect
a .
'�` t.: _ LE^' 1.
��v 4 ''�. 1997
have no financmg
TOTAL AMOUNT OF TRANSACTION S
°UNDING SOURCE
COSTIREVENUE BUDGETEU (CIRCLE ONE)
ACTIVITV NUMBER
YES NO
�INANCIAL INFORMNTION (EXPWNJ
9�-�s 33
borrowed and repaid on the Bonds, and to provide adequate and specific sec 'ty
to the Purchaser and holders from time to time of the Bonds, there aze ereby
created in the Debt Service Fund the "Tas Inerement Account," the ` azking
Revenues Account," and the "Capitalized Interest Account," e ch to be
adininistered and maintained as bookkeeping accounts in the Debt ervice Fund
sepazate and apart from all other accounts maintained therein. e Debt'Service
Fund shall be maintained in the manner herein specified until al of the Bonds and
the interest thereon have been fully paid.
(ii) Ca.pitalized Interest Account. There sh 1 be deposited in the
Capitalized Interest Account all accrued interest rece' ed from the sale of the
Bonds, plus an additional amount designated by Pricing Committee. The
capitalized interest amounts held for the Series 19 A(Tax Exempt) Bonds and
the Series 1998B (Taacable) Bonds, respectively shall be held in separate sub-
accounts. Funds held 'an the Capitalized Intere Account sha11 be withdrawn and
applied to the payment of debt service on the onds when due until such funds are
e�austed.
(iii) Tax c eme t A count All tas increments derived from the
Block 39 Tax Increment District d pledged to the payment of the Bonds
(subject to any senior pledges of s h tas increments provided for in the Pledge
Agreement and provided that Rev ues in excess of axnounts necessary to pay the
principal of and interest on the nds sha11 be released from the funds as provided
herein), plus all investment arnings thereon, shall be deposited in the TaY
Increment Account and used o pay debt service on the Bonds as further provided
herein. There sha11 furthe deposited in the Taac Increment Account a11 funds
remitted to the City by irst Trust National Association as trustee under that
certain Indenture of T st dated as of August 8, 1997 between the HRA and said
trustee pursuant to Se Uon 406 of said Indenture.
(iv) P•i'c' Revenue A count. To the Pazking Revenues Account
there is hereby ledged and inevocably appropriated and there shall be credited
(A) all net p king revenues derived from the operation of the parking ramp
portion of e Development, those being gross revenues net of customary and
usuai exp ses incurred in operating the parking ramp ("Parking Revenues'�, plus
(B) a11 ' vestment earnings on funds held in the Pazking Revenues Account.
Funds eld in the Pazking Revenues Account sha11 be used to pay debt service on
the onds as further provided herein.
(v) Qrder of Use of Acco�nts. From the date of issue of the Bonds,
until February 2, 2016, funds held in the Tax Increment Account sha11 be applied
first to the payment of debt service on the Bonds, and funds held in the Parking
Revenues Account shall be used to pay debt service on the Bonds only to the
extent funds held in the Taa� Increment Account are insufficient for that purpose.
From and after February 2, 2016 funds heid in the Parking Revenues Account
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Exempt Bonds (or any other City account which will be used to pay principal or in est
to become due on the TaY Exempt Bonds) in excess of amounts which un then
applicable federal arbitrage regulations may be invested without regard as to e1d shall
not be invested at a yield in excess of the applicable yield restrictions im sed by said
azbitrage regulations on such investments after taking into account y applicable
"temporary periods" or "minor portion" made available under the ederal azbitrage
regulations. In addition, the proceeds of the T� Exempt Bonds an�dhnoney allocated to
the TaY Exempt Bonds in the Debt Service Fund sha11 not be inv ted in obligations ar
deposits issued by, guazanteed by or insured by the United tes or any agency ot
instrumentality thereof if and to the extent that such inves nt would cause the Ta�c
Exempt Bonds to be "federally guazanteed" within the mea g of Section 149(b) of the
federal Internal Revenue Code of 1986, as amended (the ", de").
(d) Investment eaznings, net of rebatable �bitrage, sha11 be credited to the
fund or account from which the investment was made�
(e) The Treasurer of the City is
subaccounts within the Construction Fund
therein) to properly administer such funds
pazagraph, and Sections 23 and 24 hereo£ �
accounts and subaccounts to hold and app
Bonds, and funds pledged to payment th ec
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here authorized to create such accounts or
an the Debt Service Fund (and Accounts
to assure compliance with the preceding
ecificaliy,the Treasurer may create separate
the proceeds of the Taxable and Tax Exempt
m t• Co era e Test. All of the Taa� Tncrements and Parking
Revenues are hereby pledged to the paym t of the Bonds and the interest thereon, but only to
the extent of an amount equal, with othex ledged sources, to one hundred five percent (105%) of
the principal and interest requiremen of the Bonds. Revenues (both Tax Increments and
Pazking Revenues) shall be used to ay debt service on the Bonds in the order specified by
Section 17(b). Revenues received ' each fiscal year in excess of the amount required to pay the
Bonds shall be released from the ds, free and cleaz of the pledge stated in this Section 18, as
provided in Section 17(b)(vi), (v" and (ix).
The Tax Increments e such that if collected in full they, together with estimated
collections of Parking Rev ues, investment earnings and other revenues herein pledged for the
payment of the Bonds, ' produce at least five percent (5%) in excess of the amount needed to
meet when due the prin pal and interest payments on the Bonds. The estimated amount of T�
Increments to be recei ed over the term of the Bonds, and the use of Tas Increments as provided
herein, aze such that ore than 20% of the total amount to be paid as principal and interest on the
Bonds over their t sha11 be paid from Tax Increments, all within the meaning of Minnesota
Statutes, Section 5. 58.
AnnualXy at the times taa�es are required to be levied, the City shall estimate the
sufficiency the Debt Service Fund. In the event that it is anticipated that the aggregate amount
in (or to b timely received in) the Debt Service Fund will not be sufficient to pay principal of
and inter st on the Bonds to become due in the next eighteen (18) months, the City shall levy an
ad val em taac in such amount as is estimated, with other sources, to be necessary to pay the
princ' al of, and interest on, the Bonds to become due during such period.
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The TaY Exempt Bonds and Taxable Bonds shall be on a parity of lien.
14. Tax Increments� Pled�e AQreemem. The HRA has requested that the
Auditor certify the original tax capacity of real properry within the Block 39 TaY I
D'astrict, and has covenanted not to withdraw or lunit such request. Under the pr i
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Muuiesota Statutes, Sechon 469.177, the County Treasurer will remit to the as taY
increment that portion of the tzaces paid each yeaz on real property in the Block 3 as Increment
District which represents the taxes on captured tax capacity (being tax capac' of the property
less said original ta�� capaciTy) provided that the HI2A shall request that County Treasurer
remit such funds directiy to the City Treasurer. Ta�c increments not requir to pay the principal
of and interest on the Bonds may be used for any proper purpose.
Priar to issuance of the Bonds, the City and HRA shall ter into an agreement (the
"Pledge AgreemenY') under the terms of which the Tax Incre ents and Parking Revenues
pledged to paymeni of the Bonds are remitted to the City.
TaY Increments may be pledged to other purposes y the I3RA. [The priority of such
pledges may be superior, subordinate, or on a parity with e pledge made in this resolution, such
priority to be determined at the time thereof. A superio or pariry pledge of tas increments shall
only be made with the consent of the City, but a su ordinate pledge may be made without the
consent of the City.]
Notwithstanding any provision herein o the contrary, the City reserves the right to
terminate or reduce the Tax Increments herei pledged to the payment of the Bonds and interest
thereon to the extent and in the manner pe itted by law so long as such action does not preclude
the City from paying when due the debt rvice on the Bonds or otherwise unpair the City's full
faith and credit pledge.
20.
atio P ed e. For the prompt and fu11 payment of the principal and
interest on the Bonds, as the s e respectively become due, the fia11 faith, credit and taacing
powers of the City shall be and e hereby irrevocably pledged. If the balance in the Debt Service
Fund is ever insufficient to ay a11 principal and interest then due on the Bonds payable
therefrom, the deficiency s 1 be promptly paid out of any other funds of the City which are
available for such purpos , including the general fund of the City, and such other funds may be
reunbursed wiYki or wi ut interest from the Debt Service Fund when a sufficient balance is
available therein.
21. e fic te of R i trafo . The Director, Office of Financial Services, is hereby
directed to file certified copy of this resolution with the County Auditor of Ramsey County,
Minnesota, to ther with such other information as the County Auditor shall require, and to
obtain the C ty Auditor's certificate that the Bonds ha�e been entered in the Counry Auditor's
Bond Regi er, and that the T� Increment Pledge Agreement has been filed with the County
Auditor.
22. Records and Certificate . The officers of the City aze hereby authorized and
dire ed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
is ance of the Bonds, certified copies of all proceedings and records of the City relating to the
onds and to the financial condition and affairs of the City, and such other affidavits, certificates
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and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appeaz from the books and records under their custody and control or as �
otherwise lrnown to them, and aIl such certifiad copies, certificates and affitiavits, including any �`
heretofore fiuivshed, shall be deemed representations of the City as to the facts recited therein.
23. Nagative Covenants as to Use of Proceeds and Ir.�provements. The City hereby
covenants not to use (or permit the HRA to use) the proceeds of the Tax Exempt Bonds or to use
(or permit the FiRA to use) the Improvements financed with the proceeds of the TaY Exemp
Bonds, or to cause or permit (or pernut the I-IRA to cause or perm3t) them or any of them to
used, or to enter into (or pemut the I�IItA to enter into) any deferred paymem arrangements r
the cost of such Improvements, in such a manner as to cause the TaY Exempt Bonds e
"private activity bonds" within the meaning of Secfions 103 and 141 through 150 of Code.
The City hereby covenants not to use (or to permit the FIItt� to use) the proceed of the Tax
Exempt Bonds in such a manner as to cause the Tax Exetnpt Bonds to be "hed onds" within
the meaning of Section 149(g) of'the Code.
24. T x xem t Sta s of the Ta;c Exem t B • Rebat • cti ons. The City shail
comply with requirements necessary under the Code to establish an aintain the exclusion from
gross income under Section 1Q3 of the Code of the interest on Tax Exempt Bonds, including
without limiCation requirements relating to temporary peri for investments, limitations on
amounts invested at a yield greater than the yield on the aY Exempt Bonds, and the rebate of
excess investrnent earnings to the United States.
If any elections are now or hereafter avai le with respect to arbitrage or rebate matters
relating to the Taac Exempt Bonds, the Mayor, erk, Treasurer and Director, Office of Financial
Services, or any of them, are hereby authori and directed to make such elections as they deem
necessary, appropriate or desirable in c ection with the Tax Exempt Bonds, and all such
elections shall be, and sha11 be deemed d heated as, elections of the Ciry.
25. o Besi a' of ualified Tas Exemnt Obli ag tians. The Taac Exempt Bonds,
together with other obligations is ed by the City in 1998, exceed in amount those which may be
qualified as "qualified t�-exe pt obligations" within the meaning of Section 265(b)(3) of the
Code, and hence aze not desi ated far such purpose.
25A. Cultur
Cultural STAR Loan
dollazs shall be made
the year 1999 and �`
STAR funds. �
2 Loan Proceeds. The HRA has approved $1,200,000 of the
ls to be used to enhance the redevelopment of Block 39 and those
e in the foilowing manner; $6QO,OOQ in the yeaz 1998, $300,000 in
in the year 2000. The City Council hereby approves such use of
26. Other Agreements: Official Statement. There ha�e been submitted to this City
Council th orms of a Depository Letter Agreement, a Fledge Agreement between the City and
the HRA and a Preliminary Official Statement. The Depository Letter Agreement and Pledge
Agree� nt are hereby approved, and shall be executed on behalf of the City by the Mayor,
160690A.02
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1606904.Q2
SCHEDi3LE I
TAX EXEMPT COSTS
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160690492
SCFIEDULE II
TAXABLE COSTS
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EXHIBIT A
FORM OF GLQBAL CERTIFICATE - TAX EXEMPT BOND
�
iJNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAI23T PAUL
GENERAL OBLIGATION TAX INCREMENT
BQND (BLOCK 34 PROJECT), SERIES 1998_
INTEREST
RATE
MATURITY
DATE
1, 20
REGISTBRED OWNER:
PRINCIPAL AMOUNT:
CUSIP
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey
County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received
promises to pay to the registered owner specified above or on the certificate of registration
below, or registered assigns, in the manner hereinafter set forth, the principal amount specified
above, on the maturity date specified above, unless called for earlier redemption, and to pay
interest thereon semiannually on Febtuary 1 and August 1 of each year (each, an "Interest
Payment Date"), commencing August 1, 1998, at the rate per annum specified above (calculated
on the basis of a 360-day year of tweive 30-day months) until the principal sum is paid or has
been provided for. This Bond wiil 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 principai of and premium, if any, on this Bond are payabie by check or draft in next
day funds or its equivalent (or by wire transfer in immediately available funds if payment in such
form is necessary to meet the timing requirements below) upon presentation and surrender hereof
at the principai corparate trust office of First Trust National Association, (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 12:00 noon, [New York, New York], 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 Registraz in exchange for a new Bond in the
proper principal amount. Such notation, if made by the Holder, shall be far reference only, and
may not be relied upon by any other person as being in any way determinative of the principal
DATE OF
ORIGINAL ISSUE
1, 1998
1606904.02 l�-1
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1 amount of this Bond outstanding, unless the Bond Registraz has signed the appropriate column of
2 the panel. Interest on this Bond will be paid on each Interest Payauent Date by check or draft in
3 ne� day funds or its equivalent mailed (or by wire transfer in immediately auailable funds if
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payment in such form is necessary to meet the timing requirements below) to the person in
whose name this Bond is regastered (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 calendaz day preceding such Interest Payment Date (the "Regular
Record Date"). Interest payments shall be received by the Holder no later than 12:00 noon, [New
York, New York], time; and principal and premium payments shall be received by the Holder no
later than 12:00 noon, [New York, New York], time, if the Bond is surrendered for payment
enough in advance to pernut payment to be made by such ume. Any interest not so timely paid
shall cease to be payable to the person who is the Holder hereof as of the Regulaz Record Date,
and shall be payable to the person who is the Holder hereof at the close of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money becomes available far
payment of the defaulted interest. Notice of the Special Record Date shall be given to
Bondhoiders not less than ten days
premium, if any, and interest on this
America.
priar to the Special Record Date. The principal of and
Bond are payabie in lawful money of the United States of
Date of Payment Not Business Dav. ff the date for payment of the principal of, premium,
if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of [New York, New York], or the city where the principal office
of the Bond Registraz is located are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment on such date
sha11 have the same force and effect as if made on the nominal date of payment.
Redem�tion. All Bonds of this issue (the "Bonds") mahzring in the years 20_ through
20� both inclusive, are subject to redemption and prepayment at the option of the Issuer on
1, 20_, and on any day thereafter at a price of par plus accrued interest.
Redemption may be in whole or in part of the $onds 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 deternune; and if oniy part of the Bonds having a common maturity
date are cailed for prepayment, this Bond may be prepaid in $5,000 increments of principal.
Bonds or portions thereof called for redemption shall be due and payable on the redemption date,
and interest thereon shall cease to accrue from and after the redemption date.
38 Notice of Redem�tion. Mailed notice of redemption shall be given to the paying agent (if
39 other tl�an a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds
40 aze called for redemption, written notice thereof will be given by first class mail mailed not less
41 than thiriy (30) days priar to the redemption date to each Holder of Bonds to be redeemed. In
42 connection with any such notice, the "CUSIP" numbers assigned to the Bonds shall be used.
43
44 Replacement or Notation of Bond after Pa_n' Redem�tion. Upon a partial redemption
45 of this Bond which results in the stated amount hereof being reduced, the Holder may in its
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discretion make a notation on the panel provided herein of such redemption, stating the amount
so redeemed. Such notarion, if made by the Holder, shail be for reference oniy, and may not be
relied upon by any other person as being in any way deternunative of the principal amount of the
Bond outstanding, unless the Bond Registraz has signed the appropriate column of the panel.
Otherwise, the Holder may surrender this Bond to the Bond Regisirar (with, if the Issuer or Bond
Registrar so requires, a written instrunient of transfer in form satisfactory to the Issuer and Bond
Registrar duly executed by the Holder thereof or its attomey duly authorized in writing) and the
Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the
Hoider 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 denomanation in aggzegate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
Issuance: Purpose: General Obli�ation. This Bond is one of an issue in the total principal
amount of $ , 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 confornuty with the Constitution and laws of the State of Minnesota,
including particularly Minnesota Statutes, Section 469.178, and the Charter of the Issuer, and
pursuant to a resolution adopted by the City Council of the Issuer on , 1998 (the
"Resolution"), far the purpose of providing funds for the acquisition of real properiy comprising
Block 39, demolition of the existing structures, site prepazation and ihe construction of a pazking
facility thereon. This Bond is payable out of the Block 39 Debt Service Fund, to which have
been pledged taac increments received from the Block 39 Tax Increment District in the City and
certain net parking revenues derived from such parking facility. This Bond constitutes a general
obligation of the Issuer, and to provide moneys far the prompt and full payment of its principal,
premium, if any, and interest when the same become due, the fuli faith and credit and t�ing
powers of the Issuer have been and are hereby irrevocably pledged.
Denominations• Exchan�e• Resolution. The Bonds are issuable originally only as Global
Certificates in the denomination of the entire principal amount of the issue maturing on a single
date, or, if a portion o£ said principal amount is prepaid, said principal amount less the
prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment ar in exchange for Replacement Bonds if
then available. Replacement Bonds, if made availabie as provided below, are issuable solely as
fu11y 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 offace of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution aze on file in the principal office of the Bond Registrar.
Re�lacement Bonds. Replacement Bonds may be issued by the Issuer in the event that:
1606904.02
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(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 noneligibility, or
(b) upon a deterniii�a.tion by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the Resolution, which preciudes 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.
r s e. This Bond sha11 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 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 transfened by delivery with an assignment duly
executed by the Holder 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
wntained 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 5ection 149(a) of the
federal Intemal Revenue Code of 1986, as amended.
Fees upon Transfer ar Loss. The Bond Registrar may require payment of a sum sufficient
to cover any taa� or other governmental chazge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receaving payment as
herein provided (except as otherwise provided with respect to the Record Date) and for a11 other
purposes, whether or not this Bond sha11 be overdue, and neither the Issuer nor the Bond
Registraz shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Not Oualified Tatc Exempt Obligations. The Bonds have � been designated by the
Issuer as "qualified taY-exempt obligations" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended.
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IT IS HEREBY CERTIFIED AND RECITED that ail acts, condirions and things required
by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done,
to happen and to be performed, precedent to and in the issuance of this Bond, have been done,
have happened and have been performed, in regulaz and due form, time and manner as required
by law, and this Bond, together with all other debts of the Issuer outstanding on the date of
original issue hereof and on the date of its issuance and delivery to the original purchaser, does
not exceed any constitutional ar statutory or Charter limitation of indebtedness.
IN WITNESS WFIEREOF, 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 facsunile
signature of its Clerk, and countersigned by the photocopied facsimile signahzre of its Director,
Office of Financial Services.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
Tlus Bond is one of the Bonds described
in the Resolution mentioned within
FIRST TRUST NATIONAL
ASSOCIATTON,
Bond Registrar
By
Authorized Signature
(SEAL)
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINIVESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Tax Increment Bond (Block 39 Project), Series 1998_, No. R-
I606904.02
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CERTIFICATE OP REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made only by the
registered owner or its legal representarive last noted below.
DATE OF
REGISTRATION
. . � � .
SIGNATURE OF
BOND REGISTRAR
1606904.0?
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REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
at ount
Signature of
Bondholder
Signature of
Bond Registraz
If a notation is made on this register, such notation has the effect stated in the attached Bond.
Partiai payments do not require the presentation of the attached Bond to the Bond Registrar, and
a Holder could fail to note the partial payment here.
7606904.02
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA
(Cust)
under the
as custodian for
1606904.02
(Muzor)
Uniform Transfers to Minors Act
( state)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably
constitute and appoint attomey to transfer the Bond on the
books kept for the registration thereof, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the name
as it appeazs upon the face of the
within Bond in every particular, without
alteration or any change whatever.
Signature Guarrnteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1606904D2
(Include information for all joint owners if the
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EXAIBTT B
FORM OF GLOBAL CERTIFICATE - TAX EXEMPT BOND
iJNITED STATES OF AMERTCA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SA1NT PAUL
'
GENERAL OBLIGATION TAXABLE TAX 1NCREMENT
BOND (BLOCK 39 PROJECT), SERIES 1998B
INTEREST MAT[JRITY DATE OF
Rt�TE DATE ORIGINAL ISSUE CUSIP
1, 20_
1, 1998
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
KNOW ALL PERSONS BY THESB PRESENTS that the City of 5aint Paui, Ramsey
County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and far value receaved
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 February i and August 1 of each year (each, an"Interest
Payment Date"), commencing August 1, 1998, 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 aze payable by check or draft in next
day funds or its equivalent (ar by wire transfer in immediately auailable funds if payment in such
form is necessary to meet the timing requirements below) upon presentafion and sunender hereo£
at the principal cotporate trust office of First Trust National Association, (the "Bond Registraz"),
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 resuits in the stated amount hereof
being reduced, the Holder may in its discretion be paid without presentafion of this Bond, which
payment shall be received no later than 12:00 noon, �New Yark, New York], 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 determinative of the principal
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amount of this Bond outstanding, unless the Bond Registrar has signed the appropriate column of
the panel. Interest on this Bond will be paid on each Interest Payment Date by check or draft in
next day funds or its equivalent mailed (or by wire transfer in immediately availabie funds if
payment in such form is necessary to meet the riming requirements below) 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 Registraz and at the address appearing thereon at the close of
busixtess on the fifteenth calendar day preceding such Interest Payment Date (the "Regular
Record Date"). Interest payments shall be received by the Holder no tater than 12:00 noon, [New
York, New York], time; and principal and premium payments shall be received by the Holder no
later than 12:00 noon, jNew York, New York], 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
sha11 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") fised 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 tkus Bond are payable in lawful money of the United States of
America.
Date of Payment Not Business Day. If the date for payment of the principal of, premium,
if any, or interest on this Bond shal] be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of [New York, New York], or the city where the principal office
of the Bond Registrar is located aze authorized by 1aw or executive order to close, then the date
far such payment shail be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment on such date
sha11 have the same force and effect as if made on flie nominal date of payment.
Redemption. All Bonds of this issue (the `Bonds") maturing in the years 20_ through
20_, both inclusive, are subject to redemption and prepayment at the option of the Issuer on
1, 20_, 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 shail deternune; and if only part of the Bonds having a common maturity
date are called for prepayment, this Bond may be prepaid in $5,000 increments of principal.
Bonds or portions thereof called for redemption sha11 be due and payable on the redemption date,
and interest thereon shall cease to accrue from and aftet the redemption date.
Notice of Redemption. Mailed notice of redemption sha11 be given to the paying agent (if
other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds
are calied for redemption, written notice thereof will be given by first class mail mailed not less
than thirty (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In
connection with any such notice, the "CUSIP" numbers assigned to the Bonds shail be used.
Renlacement ar Notation of Bonds after Partial Redem tion. Upon a partiai redemption
of this Bond which results in the stated amount hereof being reduced, the Holder may in its
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discrefion make a notation on the panel provided herein of such redemption, stating the amount
so redeemed. 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 deterniinative of the principal amount of the
Bond outstanding, unless the Bond Registraz has signed the appropriate coluxnn of the panel.
Otherwise, the Holder may surrender ttus Bond to the Bond Registrar (with, if the Issuer ar Bond
Registrar so requires, a written instrument of transfer in form safisfactory to the Issuer and Bond
Registrar duly executed by the Holder thereof or its attorney duly authorized in writing) and the
Issuer sha11 execute (if necessary) and the Bond Registraz sha11 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 Obligafion. This Bond is one of an issue in the total principal
amount of $ , 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 confornuty with the Constitution and laws of the State of Minnesota,
inciuding particularly Minnesota Statutes, Section 469178, and the Charter of the Issuer, and
pursuant to a resolution adopted by the City Council of the Issuer on Aecember 17, 1998 (the
"Resolution"), for the purpose of providing funds for the acquisition of real properiy comprising
Block 39, demolition of the existing structures, site preparation and the conshuction of a parking
facility thereon. This Bond is payable out of the Block 39 Debt Service Fund, to which have
been pledged taac increments received from the Block 39 T� Increment District in the City and
certain net parking revenues derived from such parking facility. This Bond constitutes a general
obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal,
premiuxn, if any, and interest when the same become due, the full faith and credit and taxing
powers of the Issuer have been and aze hereby inevocably pledged.
Denominations• xchange• Resolution. The Bonds are issuable originally only as Global
Certificates in the denomination of the entire principal amount of the Issue maturing on a single
date, or, if a portion of said principai amount is prepaid, said principal amount less the
prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Replacement Bonds, if made available as provided below, are issuable solely as
fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturiry 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. Reference is hereby made to
the Resolution for a descripfion of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal o�ce of the Bond Registrar.
Replacement Bonds. Repiacement Bonds may be issued by the Issuer in the event that:
1606904A2
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(a) the Depository shall resign or discontinue its services for the Bonds, and
only if the Issuer is unable to locate a subsfitute depository within two (2) months
following the resignation or determination of noneligibility, or
(b) upon a deteruiination by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the ResoluUOn, 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.
r sfer. This Bond sha11 be registered in the name of the payee on the books of the
Issuer by presenting this Bond for registration to the Bond Registraz, who will endorse 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 bp the Holder or its legal representatives, and the Issuer and Bond Registraz 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 sub}ect to
the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer
contained in any agreement with, ar notice to, the Bond Registraz. 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.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient
to cover any taac or other governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as othenvise provided with respect to the Recard Date) and for all other
purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registraz shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required
by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done,
to happen and to be performed, precedent to and in the issuance of this Bond, have been done,
have happened and have been perforxned, in regular and due form, time and manner as required
by law, and this Bond, together with all other debts of the Issuer outstanding on the date of
]606904.02 B-4
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original issue hereof and on the date of its issuance and delivery to the original purchaser, does
not exceed any constitutional or statutory or Charter limitation of indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its
City Councii 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 facsunile
signature of its Clerk, and countersigrted by the photocopied facsimile signature of its Director,
Office of Financial Services.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the Bonds described
in the Resolution mentioned within
FIRST TRUST NATIONAL
ASSOCIATION,
Bond Registrar
:
Authorized Signature
(SEAL)
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Tas Increment Bond (Block 39 Project), Series 1998_, No. R-_
Lb06904.�2
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CERTIFICATE OP REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made only by the
registered owner or its legal representative last noted below.
DATE OF
REGIS"I'RATION
REGISTERED OWNER
SIGNATURE OF
BOND REGISTRAR
1606904 02
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ItEGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
Date Amount
Signature of
Bondholder
Signature of
Bond Registrar
If a notation is made on this register, such notation has the effect stated in the attached Bond.
Partial payments do not require the presentation of the attached Bond to the Bond Registrar, and
a Holder could fail to note the partial payment here.
iaobsoa.oz
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COIv1 - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of sutvivorship and not as tenants in common
UTMA
(Cust)
underthe
as custodian for
1606904.02
(Minor)
Uniform Transfers to Minors Act
( state)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably
constitute and appoint attorney to transfer the Bond on the
books kept for the registration thereof, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the name
as it appears upon the face of the
within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registraz will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1696904A2
(Include information for all joint owners if the
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EXHIBIT C
FORM OF REPLACEMENT BOND - TAX EXEMPT BOND
�
GENERAL OBLIGATION TAX INCREMENT
BOND (BLOCK 39 PROJECT), SERIES 1998_
INTEREST
RATE
iJNITED STATES OF AMBRICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SA1NT PAUL
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
$
CUSIP
1, 1998
REGISTERED OWNER:
PRINCIPAL AMOLTNT:
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 Februazy 1 and
August 1 of each year (each, an"Interest Payxnent Date"), commencing August 1, 1998, 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 ar 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
Registraz"), 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 fliereon at the
close of business on the fifteenth calendar day preceding such Interest Payment Date (the
"Regulaz 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 Regisirar whenever money becomes available for payxnent of the defaulted interest. Notice
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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 aze payable
in lawful money of the United States of America.
KEFERENCE IS HEREBY MADE TO THE FURTHER PROVTSIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHAI,L FOR ALL
PLJRPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that all acts, condirions and things required by the
Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to
happen and to be performed, precedent to and in the issuance of this Bond, have been done, have
happened and have been performed, in regular and due form, time and manner as required by
law, and this Bond, together with all other debts of the Issuer outstanding on the date of original
issue hereof and on the date of its issuance and dellvery to the original purchaser, does not
exceed any constitutional or statutory or Charter limitation of indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City
Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be
executed on its behalf by the original or facsimile signature of its Mayor, attested by the original
or facsimile signature of its Clerk, and countersigned by the original or facsimile signature of its
Director, Office of Financial Services.
1606904.02 C-2
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Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
FIRST TRUST NATIONAL ASSOCIATION,
Bond Registrar
�
Authorized Signature
(SEAL)
CITY OF SATNT PAUL,
RAMSEY COUNTY, MII�NESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Taac Increment Bond (Block 39 Project), Series 1998_, No. R-_
1606904.02
C-3
97-1533
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ON REVERSE OF BOND
Date of Pa�ment Not Business Dav. If the date for payment of the principal of, premium,
if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday ar a day on which
baiilci�g institutions in the City of [New Yark, New York], or the city where the principal office
of the Bond Registrar is located aze authorized by law or executive order to close, then the date
far such payment sha11 be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions aze authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal date of payment.
Redem�tion. All Bonds of this assue (the `Bonds") maturing in the yeazs 20_ through
20_, both inclusive, aze subject to redemprion and prepayment at the option of the Issuer on
1, 20_, and on any day thereafter at a price of par plus accrued interest.
Redemprion 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 hauing a common maturity
date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the
Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the
redempfion date, and interest thereon shall cease to accrue from and after the redemption date.
Notice of Redemption. Mailed notice of redemption shall be given to the paying agent (if
other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds
are called for redemption, written notice thereof will be given by first class mail mailed not less
than thirty (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In
connection with any such notice, the "CUSIP" numbers assigned to the Bonds sha11 be used.
Selection of Bonds for Redemption. To effect a partial redemption of Bonds having a
common maturity date, the Bond Registraz shall assign to each Bond having a common maturity
date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond
Registraz sha11 then select by lot, using such method of selection as it shall deem proper in its
discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal atnount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond
is to be redeemed only in part, it shall be surrendered to the Bond Registraz (with, if the Issuer ar
Bond Registraz so requires, a written instruinent of transfer in form satisfactory to the Issuer and
Bond Registrar duly executed by the Holder thereof 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 or Bonds of the same series
having the same stated maturity and interest rate and of any authorized denomination ar
denominations, as requested by such Holder, in aggregate principa] amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
I606904.02 C-4
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Issuance• Purpose• General Obli *�a 'on. This Bond is one of an issue in the total principal
amount of $ a11 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 confornuty with the Constitution and laws of the State of
Minnesota, including particularly Mimiesota Statutes, Section 469.178, and the Charter of the
Issuer, and pursuant to a resolurion adopted by the City Council of the Issuer on
, 1997 (the "Resolution"), for the purpose of providing funds for the acquisition
of real properiy comprising Block 34, demolition of the existing structures, site prepazation and
the conshucrion of a pazking facility thereon. This Bond is payable out of the Block 39 Debt
Service Fund, to which have been piedged tax increments received from the Block 39 Tax
Increment District in the City and certain net pazking revenues derived from such parking
facility. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the
prompt and full payment of its principal, premiuxn, if any, and interest when the same become
due, the full faith and credit and taxing powers of the Issuer haue been and are hereby irrevocably
pledged.
Denominafions: 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 far 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. Reference is hereby made to the Resolution
for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on
file in the principal office of the Bond Registraz.
Transfer. This Bond is transferable by the Holder in person or by its attorney duly
authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with, or norice
to, the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar sha11
authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in
the name of the transferee (but not registered in blank or to "beazer" or similaz designation), of an
authorized denomination or denominations, in aggregate principal amount equal to the principal
amount of this Bond, of the same maturity and bearing interest at the same rate. Whenever
ownership of this Bond shouid be transferred under any other circumstances or be registered in
nominee name only, the registered owner of the Bond shall, if and to the ement 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, and at the direction and expense of the
Issuer, maintain for the Issuer a record of the actual owner of the Bonds.
Fees u�on Transfer or Loss. The Bond Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regazding transfers and lost Bonds.
i�9oa.oz C-5
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1 Treatment of Registered Owner. The Issuer and Bond Registraz may treat the person in
2 whose name this Bond is registered as the owner hereof for the purpose of receiving payxnent as
3 herein provided (except as otherwise provided on the reverse side hereof with respect to the
4 Record Date) and for all other purposes, whether or not this Bond sha11 be overdue, and neither
5 the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
6
7 Authentication. This Bond shall not be valid or become obligatory for any purpose or be
8 enfitled to any security unless the Certificate of Authentication hereon shall have been executed
9 by the Bond Registrar.
10
11 Not �ualified Tax Exempt Obligation . The Tax Exempt Bonds have not been
12 designated by the Issuer as "qualified tas-exempt obligations" for purposes of Section 265(b)(3)
13 of the federal Internal Revenue Code of 1986, as amended.
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15
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in fixll according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
liy�u�
(Cust)
under the
as custodian for
1606904.02
(Minor)
Uniform Transfers to Minors Act
( state)
Additional abbreviations may also be used though not in the above list.
C-7
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GRX9�e3�i,�u� i �l ��i i
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably
constitute and appoint attorney to transfer the Bond on the
books kept far the registration thereof, with full power of substitution in the premises.
Bated:
Notice: The assignor's signature to this
assignment must conespond with the name
as it appears upon the face of the
within Bond in every particulaz, without
alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guazanteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registrar wiil not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1606904.02
(Include inforxnation for all joint owners if the
C�3
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EXHIBIT D
FORM OF REPLACEMENT BOND - TAX EXEMPT BOND
I�
GENERAL OBLIGATION TAXABLE TAX INCREMENT
BOND (BLOCK 39 PROJECT), SERIES 1998_
INTEREST
RATE
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COTJNTY
CITY OF SAINT PAUL
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
$
CUSIP
1, 1998
REGISTERED OWNER:
23 PRINCIPAL AMOUNT:
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DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ranisey
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 February 1 and
August 1 of each year (each, an"Interest Payment Date"), commencing August 1, 1998, at the
rate per annum specified above (calculated on the basis of a 360-day yeaz of twelve 30-day
months) until the princigal sum is paid or has been provided for. This Bond will beas 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 principai of and premium, if any, on tkus
Bond are payable upon presentation and surrender hereof at the principal corporate trust office of
First Trust National Association, Saint Paul, Minnesota (the "Bond Registrar"), acting as paying
agent, ar 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 Registraz and at the address appearing thereon at the close of business on
the fifteenth calendaz day preceding such Interest Payment Date (the "Regular Record Date").
Any interest not so timely paid sha11 cease to be payable to the person who is the Holder hereof
as of the Regular Record Date, and sha11 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
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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 aze payable in lawful money of the
United States of America.
REFERENCE IS HEREBY MADE TO TI� FURTHER PROVISIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SIIALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that a11 acts, condi6ons and things required by the
Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to
happen and to be performed, precedent to and in the issuance of this Bond, have been done, have
happened and have been performed, in regulaz and due form, tune and manner as required by
law, and this Bond, together with all other debts of the Issuer outstanding on the date of original
issue hereof and on the date of its issuance and delivery to the original purchaser, does not
exceed any constitutional or statutory or Charter limitation of indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City
Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be
executed on its behalf by the original or facsimile signature of its Mayor, attested b}� the original
or facsimile signature of its Clerk, and countersigned by the original or facsimile signature of its
Director, Office of Financial Services.
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Date of Registrarion:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution menrioned
within.
FIRST TRUST NATIONAL ASSOCIATION,
Bond Registrar
:
Authorized Signature
(SEAL)
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Block 39 Tax Increment Bond, Series 1998 , No. R-
1606904.02
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ON REVERSE OF BOND
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5 Date of Paument Not Business Day. If the date far payment of the principal of, premium,
6 if any, ar interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which
7 banking institutions in the Ciry of jNew York, New York], or the clty where the principal office
8 of the Bond Registrar is located aze authorized by law or executive order to close, then the date
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for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions aze authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal date of payment.
Redem�tion. All Bonds of this issue (the `Bonds") maturing in the years 20_ through
20_, both inclusive, aze subject to redemption and prepayment at the opuon of the Issuer on
1, 20_, 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 remanung unpaid may be prepaid in such order of maturity and in such amount
per maturity as the City shall deternune; and if only part of the Bonds having a common maturity
date are calied for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the
Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the
redemption date, and interest thereon sha11 cease to accrue from and after the redemption date.
Notice of Redem tion. Mailed notice of redemption shall be given to the paying agent (if
other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds
are called for redemption, written notice thereof will be given by first class mail mailed not less
than thiriy (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In
connection with any such notice, the "CUSIP" numbers assigned to the Bonds shall be used.
Selection of Bonds or Redem�tion. To effect a partial redemption of Bonds having a
common maturity date, the Bond Registrar shall assign to each Bond having a common maturity
date a distinctive number far each $5,000 of the principal amount of such Bond. The Bond
Registrar shall then select by lot, using such method of selection as it shall deem proper in its
discretion, from the nuxnbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond
is to be redeemed only in part, it shall be surrendered to the Bond Registraz (with, if the Issuer or
Bond Registraz so requires, a written instruinent of transfer in form satisfactory to the Issuer and
Bond Registrar duly executed by the Holder thereof 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 or Bonds of the same series
43 having the same stated maturity and interest rate and of any authorized denomination or
44 denominations, as requested by such Holder, in aggregate principal amount equal to and in
45 exchange for the unredeemed portion of the principal of the Bond so surrendered.
�eoa9oa.az D-4
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Issuance• Purpose• General Obligation. This Bond is one of an issue in the total principal
amount of $ a11 of like date of originai issue and tenor, except as to
number, maturity, interest rate, denomination, and redempfion privilege, which Bond has been
issued pursuant to and in full confomuty with the Consritution and laws of the State of
Minnesota, including particularly Minnesota Statutes, Section 469.178, and the Charter of the
Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on December 17,
1997 (the "Resolufion"), for the putpose of providing funds for the acquisition of real properry
comprising Block 39, demolition of the existing structures, site preparation and the construcfion
of a pazking facility thereon. This Bond is payable out of the Block 39 Debt Service Fund, to
which have been pledged taY increments received from the Block 39 Tax Increment District in
the City and certain net parking revenues derived from such parking facility. 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 intezest when the same become due, the full faith
and credit and ta�cing powers of the Issuer have been and are hereby irrevocably pledged.
Denominations• Exch ge• Resolution. The Bonds are issuable solely as fully registered
bonds in the denominations of $5,000 and integzal 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. Reference is hereby made to the Resolution
for a description of the rights and duties of the Bond Registrar. Copies of the Resolution aze on
file in the principal office of the Bond Registrar.
r sfer. This Bond is transferable by the Holder in person or by its attomey duly
authorized in writing at the principal office of the Bond Registraz upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice
to, the Bond Registrar. Thereupon the Issuer sha11 execute and the Bond Registraz shall
authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in
the name of the transferee {but not registered in blank ar to "beazer" or similaz designation), of an
authorized denomination or denominations, in aggregate principal amount equai to the principal
amount of this Bond, of the same maturity and bearing interest at the same rate. Whenever
ownership of this Bond should be transfened under any other circumstances or be registered in
nominee name only, the registered owner of the Bond shall, if and to the extent 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, and at the direction and expense of the
Issuer, maintain for the Issuer a record of the actual owner of the Bonds.
Fees u�on Transfer or Loss. The Bond Registraz may require payment of a sum sufficient
to cover any tas ar other governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registraz may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
16069Q4 �2 �-5
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1 herein provided (except as otherwise provided on the reverse side hereof with respect to the
2 Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither
3 the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
4
5 Authentication. This Bond sha11 not be valid or become obiigatory for any purpose or be
6 entitled to any security unless the Certificate of Authenfication hereon shall have been executed
7 by the Bond Registraz.
1606904.02 D-6
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ABBREVIATIONS
q'1-�533
The following abbreviations, when used in the inscription on the face of this Bond, shall be
constnzed as though they were written out in full according to applicable laws or zegulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as j oint tenants with right of survivorship and not as tenants in common
UTMA
1606904.02
(Cust)
under the
as custodian for
(Minor)
Uniform Transfers to Minors Act
( state)
Additiona] abbreviations may also be used though not in the above list.
�
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asszGrrMErrT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably
constitute and appoint attorney to transfer the Bond on the
books kept for the registrafion thereof, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must conespond with the name
as it appeazs upon the face of the
within Bond in every particular, without
alteration or any change whatever.
Signature Guazanteed:
Signature(s) must be guaranteed by a national bank ar trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1606904.02
(Include information for all joint owners if the
l:
�v ' ` ' .., . . ., .
Presented By:
t
t
RESOLUTION
iAfNT PAUL, MI(JTdESOTA
Council File #
Green Sheet #
�l -1 s33
GOq3 S
39 ,
Referred To: Committee: Date
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8 PRESCRIBING Tf� FORM AND IIETAII.S FOR UP TO
9 A COMBINED TOTAL OF $40,000,000 GENERAL OBLIGATION
10 TAX INCREMENT BQNDS (BLQCK 39 PROJECT), SERIES 1998A,
11 AND TAXABLE GENERAL OBLIGATION TAX INCREMENT
12 BONDS (BLOCK 39 PROJECT), SERIES 1998B;
13 PRO VIDING FOK THEIR ISSUANCE; AND PLEDGING
14 TAX INCREMENTS AND CERTAIN PARKING REVENUES
15 FOR THE PAYMENT THEREOF
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WFiEREAS, the City Council of the City of Saint Paul, Minnesota (the "City") has
heretofore deternuned that it is necessary and expedient to provide moneys to fmance the
acquisition of real property, demolition of e�sting structures, site preparation and construction of
a parking facility (which may include appro�mately 15,000 squzre feet of retail space fronting
on Wabasha) (collectively, the "Development"), all located witivn the azea of the City bounded
by Wabasha and St. Peter Streets and Fifth and Sixth Streets (`Block 39"); and
VJI�REAS, the Housing and Redevelopment Authority of the City of Saint Paul,
Minnesota (the "HRA") has established the Block 39 Renewai and Renovation Tax Increment
Financing District, being a tax increment finaucing district established as a renewal and
renovafion district under the tax increment act pursuant to the tax increment act and a resolution
adopted by the HRA on May 28, 1447, and approved by the City on May 28, 1997; and
WHEREAS, the HRA has converted the Block 39 Renewal and Renovation Tax
Increment Financing District to the Block 39(Arena Redevelopment Taac Increment Financing
District (the "Biack 39 Tax Increment District" or the "T�istrict") being a redevelopment district
as defined in Minnesota Statutes Section 469174, subd. 10, pursuant to Minnesota Statutes,
Section 469.174 to 469179 (the "TaY Increment AcY') and a resolution adopted by the HRA on
September 24, 1997 and approved by the City on September 24, 1997, tax increments from
which {the "Taac Increments") are pledged herein to the payment of the Bonds; and
WHEREAS, the HRA has established its Seventh Place Redevelopment Project (the
"Project") as from time to tune amended, and has by I3ItA resolution adopted September 24,
1997 expanded the boundaries of the Project which expansion was approved by the City on
September 24, 1997 after consideration by the Saint Paui Planning Commission as required by
law; and
WHEREAS, the real property added to the Project, plus Block 39 and certain other
property (exempt from real property taxes) comprise the property included in the District; and
WHEREAS, there will be constructed on Block 39 a parking ramp owned by the HRA
which will be operated, in pa�t.as a facility for parking by the general public, and in part, as a
facility committed to parking by tanants of the office tower located on Block 34; and
WHEREAS, the pazking ramp is expected to produce net revenues (the "Parking
Revenues'� which are pledged hereby to the payment of the Bonds; and
WHEREAS, the HRA has covenanted to enter into a pledge agreement relat3ng to any of
the City's general obligation bonds with respect to the Biock 39 Tax Increment District; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Pau1,
Minnesota, as foilows:
1. Negotiated Sale;�ricing Committee• Award. The City has retained Springsted
Incorporated, Saint Paul, Minnesota, as its financial advisar in connection with issuance of bonds
16069Dd.02 2
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to finance tha Project. Pursuant to Minnesota Statutes, Secriott 475.60, Subd. 2(9), the Issuer has
determined, with the concurrence of its finaneial advisor, to sell such bonds by private
negotiation to Miller & Schroeder Financial, Inc. and Piper Jaf&ay Inc. (collectively, the
Purchaser) pursuant to a Bond Purchase Agreement to be dated as of the date on which the
Pricing Committee (hereafter described) and the Purcl�aser reach agreement on the terms of the
Bonds (as hereafter defined). The Purchaser will submit to the Ciry its offer for the proposed
terms for the sale of the City's General Obligation Tax Increment Bonds (Biack 39 Project),
Series 1998A (the "Series 1998A Bonds or "T� Exempt Bonds"), and Tasable General
Obligation TaY Increment Bonds (Block 39 Project}, Series 19988 (the "Series 1998B Bonds" or
"TaYable Bonds" and, together with the Tax Exempt Bonds, the "Bonds"), including the
principal amount to mature in each yeaz, the interest rate(s) to be borne by each maturity, the
redemption features to apply to the Bonds, and other terms and conditions to be specified therein.
There is hereby created and appointed a Pricing Committee for the bonds consisting of the City
Treasurer, Director, Office of Financiat Services, and Director of Planning and Economic
Development, or their designees, advised as appropriate by a representative of Springsted
Incorporated, as financial advisor. The Pricing Committee is hereby authorized and directed to
make the following determinations (subject to the IimitaGons eapressed herein}:
a. The original principal amount of the T� Exempt Bonds and the Taxable Bonds,
provided that the aggregate original principal amount of the Tax Exempt Bonds and the
Ta�bie Bonds shall not exceed [$40,000,000];
b. The interest rate per annum to be borne by each maturity of both the Taxable
Bonds and the Tax Exempt Bonds, provided that the net interest cost for the TaYable
Bonds sha11 not exceed 7.50°lo per annum and the net interest cost for the Taac Exempt
Bonds shall not exceed 5.75% per annum;
c. The principal amount of each series of bonds to mature or be payable by sinking
fund installment in each year;
d. The dates on which each series of Bonds may be optionally redeemed, provided
that the Series 1998A Bonds shall be subject to optional redemption no later than 10
years after issuance at a price of pax;
e. The original issue discount or premium at which each series of Bonds will be
offered, subject to the net interest cost limitations expressed in clause (b) abave; and
f. The amount, in addition to accrued interest, to be deposited in the Capitalized
Interest Account.
On the date such determinations aze made and an agreement is signed with the Purchaser
to sell the Bonds on those terms, the members of the Pricing Committee sha11 execute a
certificate setting forth its determinations, which certificate sha11 be attached to this resolution
and become part of the o�cial records of the City relating to the Bonds. The sale of the Bonds is
hereby awarded to the Purchaser on the terms specified herein. The Mayor, City Clerk and the
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Director, Office of Financial Services of the City are hereby authorized and directed to execute a
contract on behalf of the City for the sale of the Bonds in accordance with the terms specified
herein.
2. Title• Original Issue Date Denominations• Maturities. The TaY Exempt Bonds
shall be titled "General Obligation Tas Increment Bonds (Block 39 Project), Series 1498A," and
the Taxable Bonds shall be titled "TaYable General Obligation Tax Increment Bonds (Block 39
Project), Series 1998B." The Tax Exempt Bonds and the Tasable Bonds shall be issued on a
parity of lien, sha11 be dated as of January 1, 1998 as the date of original issue, and shall be
issued forthwith on or after such date as fully registered bonds. Each series of Bonds shall be
numbered from R-1 upwazd. Global Certificates shall each be in the denominafion of the entire
principal amount maturing on a single date, or, if a portion of said principal amount is prepaid,
said principal amount less the prepayment. Replacement Bonds, if issued as provided in
paragraph 6, shall be in the denomination of $5,000 each or in any integral multiple thereof of a
single mahu
The Ta�c Exempt Bonds sha11 mature on Febnxary 1 in the yeazs and amounts as
determined by the Pricing Committee.
The Ta�cable Bonds shall mature on February 1 in the years and amounts as determined
by the Pricing Committee.
3. Purpose: Findines. The Bonds shall provide funds to finance the Development.
The City hereby reaffirms the findings set forth in that certain resolution relating to the Block 39
Taa� Increment District, adopted by the City Council on September 24, 1997.
4. Interest. Each series of Bonds sha11 beaz interest payable semiannually on
February 1 and August 1 of each year (each an "Interest Payment Date"), commencing August 1,
1998, calculated on ihe basis of a 360-day year of twelve 30-day months.
The Tax Exempt Bonds sha11 beaz interest at the rates per annum for each maturity as
determined by the Pricing Committee.
The TaYable Bonds shall bear interest at the rates per annum for each the maturity as
determined by the Pricing Committee.
5. Descriprion of the Global Certificates and Global Book-Entrv System. Upon their
original issuance, each series of Bonds will be issued in the form of a single Global Certificate
for each maturity, deposited with The Depository Trust Company (the "Depository") by the
Purchaser and immobilized as provided in paragraph 6. No beneficial owners of interests in the
Bonds will receive certificates represenUng their respective interests in the Bonds except as
provided in paragraph 6. Except as so provided, during the term of each series of Bonds,
beneficiai 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 those
financial institutions for whom the Depository effects book-entry transfers and pledges of
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securiries deposited and 'unmobilized with the Depository (i.e. "participants"), and other banks,
brokers, and dealers participating in the computerized national securities clearance and
settlement system (i.e. the "national system'�, The Depository's book entries of beneficial
ownership interests aze authorized to he in increments of $5,000 of principal of each series of
Bonds, but not smaller increments, despite ihe larger authorized denominations of the Global
Certificates. Payment of principal of, premium, if any, and interest on the Global Certificates wiil
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 forwazd payments to participants on
behalf of the beneficial owners of the Giobal Certificates.
Payment of principal of, premium, if any, and interest on a Giobal Certificate may in the
City's discretion be made by such other method of transferring funds as may be requested by the
holder of a Global Certificate.
6. Immobilization of Global Certificates bv the De,�ository Successor Denositorv
Replacement Bonds. Pursuant to the request of the Purchaser to the Depository, immediately
upon the original del'avery of the Bonds the Purchaser will deposit the Global Certificates
representing all of the Bonds with the Depository. The Global Certificates shall be in typewritten
form or otherwSse as acceptable to the Depository, shall be registered in the name of the
Depository or its nominee and shall be held immobilized from circulation at the offices of the
Depository on behalf of the Purchaser and subsequent bond owners. The Depository or its
nominee wili be the sole holder of record o£ the Global Certificates and no investor or other party
purchasing, selling or otherwise transferring ownership of interests in any Bond is to receive,
hold or deliver any bond certificates so long as the Depository holds the Global Certificates
immobilized from circulation, except as provided below in this paragraph and in paragraph 12.
Certificates evidencing the Bonds may not after their ariginal delivery be transferred or
exchanged except:
(a) Upon registrarion of transfer of ownership of a Global Certificate, as
provided in paragraph 12,
(b) To any successor of the Depository (or its nominee) or any substitute
depository (a "substitute depository") designated pursuant to clause (c) of this
subparagraph, provided that any successor of the Depository or any substitute depository
must be both a"clearing corporation" as defined in the Minnesota Uniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing
agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended,
(c) To a substitute depository designated by and acceptable to the City upon
(i) the deternrination by the Depository that the Bonds shall no longer be eligible for its
depQSitory services or (ii) a determination by the City that the Depository is no longer
able to carry out its functions, provided that any substitute depository must be qualified to
act as such, as provided in clause (b) of this subparagraph, or
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(d) To those persons to whom transfer is requested in written transfer
instructions in the event that:
(i) the Depository shall resign or discontinue its services for a series
of the Bonds and the City is unable to locate a substitute depository within two (2)
months following the resignation or determinafion of noneligibility, or
(ii) upon a determination by the City in its sole discretion that (1) the
continuation of the book-entry system described herein, which precludes the
issuance of certificates (other than Global Certificates) to any person in whose
name a Bond is registered on the registration books of the Bond Registraz (a
"Holder" or "Holders") other than the Depository (or its nominee), might
adversely affect the interest of the beneficial owners of a series of the Bonds, or
(2) that it is in the best interest of the beneficial owners of a series of the Bonds
that they be able to obtain certificated bonds,
in either of which events the City shall notify Holders of its determination and of the auailability
of certificates (the "Replacement Bonds") to Holders requesting the same and the registrarion,
transfer and exchange of such Bonds will be conducted as provided in paragraphs 9(b) and 12
hereof.
In the event of a succession of the Depository as may be authorized by this paragraph, the
Bond Registrar upon presentarion of Global Certificates shall register their transfer to the
substitute or successor depository, and the substitute or successor depository shall be treated as
the Depository for all purposes and functions under this resolution. The letter agreement setting
forth various matters relating to the Depository and its role with respect to the Bonds (the
"Depository Letter Agreement") shall not apply to a substitute or successor depository unless the
City and the substitute or successor depository so agree, and a similaz agreement may be entered
into.
7. Redemotion
(a) Optional Redemption.
All Tvc Exempt Bonds shall be subject to redemption and prepayment in whole or
in part at the option of the City on the dates and at the redemption prices determined by
the Pricing Committee.
All Taxable Bonds sha11 be subject to redemption and prepayment in whole or in
part at the option of the City on the dates and at the redemption prices deternuned by the
Pricing Committee.
(b) Mandatorv Redemntion.
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Any maturity of the Tas Exempt Bonds may be subject to mandatory redemption
at a redemption price equal to 100% of the principal amount of Tax Exempt Bonds so
redeemed plus accrued interest to the date of redemption, in the principal amounts and on
February 1 of the yeazs as deternuned by the Pricing Committee.
flny maturity of the Taxable Bonds may be subject to mandatory redemption at a
redemption price equal to 100% of the principal amount of T�able Bonds so redeemed
plus accrued interest to the date of redemption, in the principal amounts and on February
1 of the years as determined by the Pricing Committee.
(c) Selection of Bonds to be Redeemed• Redemntion Procedure.
If redemption of either series is in part, the Bonds may be prepaid in such order of
maturity and in such amount per maturity as the City shall detemune; and if only part of
the Bonds of a series having a common maturity date aze called for prepayment, the
Global Certificates may be prepaid in $5,000 increments of principal and, if applicable,
the specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond
Registrar. Bonds or portions thereof called for redemption shall be due and payable on
the redemption date, and interest thereon shall cease to accrue from and after the
redemption date.
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 rehun the Global Certificate to the
Bond Registrar in exchange for a new Global Certificate authenticated by the Bond
Registraz, in proper principai 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 Registraz has signed the appropriate column of the panel.
To effect a partial redemption of Replacement Bonds of a series having a common
maturity date, the Bond Registraz prior to giving notice of redemption sha11 assign to each
such Replacement Bond a distinctive number for each $5,000 of the principal amount of
such Replacement Bond. The Bond Registrar sha11 then select by lot, using such method
of 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 far each number, shall equal the
principal amount of such Replacement Bonds to be redeemed. The Repiacement Bonds to
be redeemed shall be the Replacement Bonds to which were assigned numbers so
selected; provided, however, that only so much of the principal amount of each such
Replacement Bond of a denomination of more than $5,000 shall be redeemed as sha11
equal $5,000 for each number assigned to it and so selected.
If a Replacement Bond is to be redeemed only in part, it shail be surrendered to
the Bond Registraz (with, if the City or Bond Registrar so requires, a written insmunent
of transfer in form satisfactory to the City and Bond Registraz duly executed by the
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Holder thereof or its attorney duly authorized in writing) and the City shall execute (if
necessary) and the Bond Registraz shall authenticate and deliver to the Holder of such
Replacement Bond, without service chazge, a new Replacement Bond or Bonds of the
same series having the same stated maturity and interest rate and of any authorized
denominarion or denominarions, 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.
(d) Notice of Redemnti�n.
The Bond Registrar shall call Bonds for redemption and payment as herein
provided upon receipt by the Bond Registraz at least forty-five (45) days prior to the
redemption date of a request of the City, in written form if the Bond Registraz is other
than a City officer. Such request shall specify the series and principal amount of Bonds to
be called far redemption and the redemption date.
Mailed notice of redemption shall be given to the paying agent (if other than a
City officer) and to each affected Holder. If and when the City shall cail any of the Bonds
for redemption and payment priar to the stated maturity thereof, the Bond Registrar shall
give written notice in the name of the City of its intention to redeem and pay such Bonds
at the office of the Bond Registrar. Notice of redemption shall be given by first class
mail, postage prepaid, mailed not less than thirty (30) days prior to the redemption date,
to each Holder of Bonds to be redeemed, at the address appearing in the Bond Register.
All notices of redemption shal] state:
(i) The redemption date;
(ii) The redemption price;
(iii) If less than all outstanding Bonds of a series 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 wiil 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 sha11 be the office of the Bond Registrar).
Notices to the Depository or its nominee shall contain the CUSIP numbers of the Bonds.
If there are any Holders of the Bonds other than the Depository or its nominee, the Bond
Registrar shall use its best efforts to deliver any such notice to the Depository on the business
day next preceding the date of mailing of such notice to all other Holders.
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8. Bond Registrar. First Trust National Association is appointed to act as bond
registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so
unless and until a successor Bond Registrar is duly appointed. A successor Bond Registrar shall
be an officer of the City or a bank or h company eligible for designation as bond zegistraz
pursuant to Mimiesota Statutes, Chapter 475, and may be appointed pursuant to any contract the
City and such successor Bond Registrar shall execute which is consistent herewith. The Bond
Registrar shall also serve as paying agent unless and until a successor paying agent is duly
appointed. Principal and interest on the Bonds sha11 be paid to the Holders (or record hoiders) of
the Bonds in the manner set forth in the forms of Bond and paragraph 14 of tkus resolution.
9. Forms of Bond. The Bonds shall be in the form of Global Certificates unless and
until Replacement Bonds aze made auailable 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 Depository Letter Agreement and approved
by the City Attorney.
(a) Global Certificates. The Global Certificates, together with the Certificates
of Registration, the Registers of Partial Payments, the forms of Assignment and the
registration information thereon, shall be in substantially the forms attached hereto as
Exhibit A(Tax Exempt Bonds) and E�ibit B(TaYable Bonds), and may be typewritten
rather than printed.
(b) Re�lacement Bonds. If the City has notified Holders that Replacement
Bonds of a series haue been made available as provided in paragraph 6, then far every
Bond of such series thereafter transferred or exchanged (including an exchange to reflect
the partial prepayment of a Global Certificate not previously exchanged for Replacement
Bonds) the Bond Registrar shali deliver a certificate in the form of the Replacement Bond
rather than the Global Certificate, but the Holder of a Global Certifacate 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 form. The Replacement Bonds, together with
the Bond Registraz's Certificates of Authentication, the forms of Assignment and the
registration in£ormation thereon, shall be in substantially the forms attached hereto as
E�ibit C(TaY Exempt Bonds) and Eachibit D(Taxable Bonds).
10, ecutio . The Bonds sha11 be executed on behaif of the City by the signature of
its Mayor, Clerk and Director, Office of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City; provided, however, that the seal of
the City may be a printed or photocopied facsimile; and provided fuither 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 ar facsimile signature of that officer who
may act on behalf of such absent or disabled officer. In case any such o�cer whose signature or
facsimile of whose signature shali appear on the Bonds sha11 cease to be such officer before the
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delivery of the Bonds, such signature or facsimile sha11 nevertheless be valid and sufficient for all
purposes, the same as if he or she had remained in o�ce until delivery.
I 1. 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
Authenticafion 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 Registraz
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 shall insert as the date of registration the
date of original issue, which date is January 1, 1498. 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• Exchange. The City will cause to be kept at the principal
office of the Bond Registrar a bond register in which, subject to such reasonable regulations as
the Bond Registraz may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
A Global Certificate shall be registered in the name of the payee on the books of the
Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar, who
will endorse his or her name and note the date of registration opposite the name of the payee in
the certificate of registration on the G1oba1 Certificate. Thereafter a Globai Certificate may be
transferred by delivery with an assignment duly executed by the Holder or its legal
representative, and the City and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until a Global Certificate 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 thereon by the Bond Registrar, a11 subject to the terms and conditions
provided in this resolution and to reasonable regulations of the City contained in any agreement
with, or notice to, the Bond Registrar.
Transfer of a Global Certificate may, at the direction and expense of the City, be subject
to other restrictions if required to qualify the Global Certificates as being "in registered form"
within the meaning of Section 149(a) of the federal Internal Revenue Code of 19&6, as amended.
If a Global Certificate is to be exchanged for one or more Replacement Bonds, ali of the
principal amount of the Global Certificate sha11 be so exchanged.
Upon surrender for transfer of any Replacement Bond at the principal office of the Bond
Registrar, the City shali execute (if necessary), and the Bond Registraz shall authenticate, insert
the date of registration (as provided in paragraph 11) of, and deliver, in the name of the
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designated transferee or transferees, one or more new Replacement Bonds of any authorized
denomination or denominations of a like aggregate principal amount, having the same stated
maturity and interest rate, as requested by the transferor; provided, however, that no bond may be
registered in blank or in the name of "bearer" or sunilar designation. Whenever ownership of any
Replacement Bonds should be transferred without sunender of the Replacement Bond for
transfer or should be registered in nominee name only, the registered owner of the Replacement
Bond shall, if and to the extent required to preserve the exclusion from gross income of the
interest on the Bonds and at the direction and expense of the City, maintain for the City a record
of the actual owner of the Replacement Bond.
At the option of the Holder of a Replacement Bond, Replacement Bonds may be
exchanged for Replacement Bonds of any authorized denomination or denominations of a like
aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be
exchanged at the principal office of the Bond Reg3straz. VJhenever any Replacement Bonds are
so surrendered for exchange, the City shall execute (f necessary), and the Bond Registraz shall
authenticate, insert the date of registrafion of, and deliver the Replacement Bonds which the
Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for
Global Certificates of smaller denominations.
All Bonds surrendered upon any exchange ar transfer provided for in this resolution shall
be promptly canceled by the Bond Registraz and thereafter disposed of as directed by the City.
Ali Bonds delivered in exchange for or upon transfer of Bonds shail be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such ex�hzr.ge a: t.�u
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form sarisfactory to the Bond Registrar,
duly executed by the Holder thereof or its attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
govermnental chazge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with, or notice to, the Bond Registrar, including regulations which permit the Bond
Registraz to close its transfer books between record dates and payment dates.
13. Ri�hts Upon Transfer or Exchana. Each Bond delivered upon transfer of or in
exchange for or in &eu of any other Bond sha11 cany a11 the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
14. Interest Payment Record Date. Interest on any Global Certificate shall be paid as
provided in the first pazagraph thereof, and interest on any Replacement Bond sha11 be paid on
each Interest Payment Date by check or draft mailed to the person in whose name the Bond is
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xegistered (the."Holder") on the registration books of the Ci1y maintained by the Bond Registraz,
and in each case at the address appearing thereon at the close of business on the fifteenth (15th)
calendaz 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 Regulaz Record Date, and shall be payable to the person who is the Holder thereof at the
close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever
money becomes available for payment of the defaulted interest. Notice of the Special Record
Date shall be given by the Bond Registraz to the Holders not less than ten (10) days prior to the
Special Record Date.
15. Holders• Treatment of Re�istered 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. For that purpose, the
City may ascertain the identity of the beneficial owner of the Bond by such means as the
Bond Registrar in its sole discretion deems appropriate, including but not limited to a
certificate from the person in whose name the Bond is registered identifying such
beneficial owner.
(b) The City and Bond Registrar may treat the person in whose name any
Bond is registered as the owner of such Bond for the purpose of receiving payment of
principal of and premium, if any, and interest (subject to the payment provisions in
paragraph 14 above) on, such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond Registraz shall be affected
by notice to the contrary.
(c) Any consent, request, direction, approval, objection or other instrument to
be signed and executed by the Holders may be in any number of concurrent writings of
similaz tenor and must be signed or executed by such Holders in person or by agent
appointed in writing. Proof of the execution of any such consent, request, direction,
approval, objection or other instrument or of the writing appointing any such agent and of
the ownership of Bonds, if made in the following manner, shall be sufficient for any of
the purposes of this resolution, and shall be conclusive in favor of the City with regard to
any action taken by it under such request or other instrument, namely:
(i) The fact and date of the execurion by any person of any such
writing may be proved by the certificate of any officer in any jurisdiction who by
1aw has power to take acknowledgments within such jurisdiction that the person
signing such writing aclrnowledged before him the execution thereof, or by an
affidavit of any witness to such execution.
(ii) Subject to the provisions of subparagraph (a) above, the fact of the
ownership by any person of Bonds and the amounts and numbers of such Bonds,
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and the date of the holding of the same, may be proved by reference to the bond
register.
16. Deliverv_ Application of Proceeds. The Global Certificates when so prepazed and
executed shall be delivered by the Duector, Office of Financial Services, to the Purchaser upon
receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper
application thereof. After the costs of the Development financed by the Bonds have all been paid
any excess shall be paid to the City for deposit in the Debt Service Fund.
17. Funds and Accounts.
(a) Construction Fund.
(i) Creation. There is created hereby a special fund of the City
designated the "Block 34 Construction Fund" (the "Construction Fund"), to be
held and administered by the Director, Office of Financial Services, separate and
apart from all otker funds of the City. For the convenience and proper
administration of the Construction Fund there aze hereby created in the
Construction Fund a"TaY Exempt Proceeds AccounP' and a"Taxable Proceeds
Account", each to be administered and maintained as bookkeeping accounts in the
Construction Fund separate and apart from a11 other accounts maintained therein.
(ii) Administration of the Fund. All proceeds from the sale of the
Bonds, excluding accrued interest, and excluding amounts deposited in the
Capitalized Interest Account shall be deposited in the Fund for use in paying (A)
the costs of issuing the Bonds, and (B) the costs of acquisition, demolition,
clearance, site prepazation and construction of the Development, including related
design, engineering and other professional services. The proceeds of the Taac
Exempt Bonds shall be deposited in the "Tax Exempt Proceeds Account" and
applied solely to pay the "Tas Exempt Costs" listed on Schedule I hereto. The
proceeds of the Ta�cable Bonds shall be deposited in the "Taxable Proceeds
AccounY' and applied solely to pay the "Taxable Costs" listed on Schedule II
hereto. Any excess in the Fund after completion of the Development sha11 be
deposited in the Debt Service Fund, provided that excess funds from the Tax
Exempt Proceeds Account sha11 be pledged and used only for the Series 1998A
Bonds, and excess funds from the Taxable Account shall be pledged and used
only for the Series 1998B Bonds.
(b) Debt Service Fund.
(i) Creation. There is created hereby a special fund of the City
designated the `Biock 39 Debt Service Fund° [the "Debt Service Fund," and
together with the Fund (the "Funds")], to be held and administered by the
Director, Office of Financial Services, separate and apart from all other funds of
the City. For the convenience and proper administratian of the moneys to be
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borrowed and repaid on the Bonds, and to provide adequate and specific security
to the Purchaser and holders from time to time of the Bonds, there are hereby
created in the Debt Service Fund the "Tax Increment Account," the "Pazking
Revenues Account," and the "Capitalized Interest Account," each to be
administered and maintained as bookkeeping accounts in the Debt Service Fund
separate and apart from all other accounts maintained therein. The Debt Service
Fund shall be maintained in the manner herein specified until a11 of the Bonds and
ihe interest thereon have been fully paid.
(iI) Capitalized Interest Account. There shall be deposited in the
Capitalized Interest Account all accrued interest received from the sale of the
Bonds, plus an additional amount designated by the Pricing Committee. The
capitalized interest amounts held for the Series 1998A (Tas Exempt) Bonds and
the Series 1998B (Tasable) Bonds, respectively, shall be held in separate sub-
accounts. Funds held in the Capitalized Interest Account shall be withdrawn and
applied to the payment of debt service on the Bonds when due until such funds are
e�austed.
(iii) Tax Increment Account. All tax increments derived from the
B1ock 39 TaY Increment District and pledged to the payment of the Bonds
(subject to any senior pledges or exclusions of such tax increments provided for in
the Pledge Agreement and provided that Revenues in excess of amounts necessary
to pay the principal of and interest on the Bonds sha11 be released from the funds
as provided herein), plus all investment earnings thereon, shall be deposited in the
Taac Increment Account and used to pay debt service on the Bonds as fiuther
provided herein. There shall fui4her be deposited in the T� Increment Account
all funds remitted to the City by First Trust National Association as trustee under
that certain Indenture of Trust dated as of August 8, 1997 between the HRA and
said hustee pursuant to Section 406 of said Indenture.
(iv) Pazking Revenues Account. To the Parking Revenues Account
there is hereby pledged and inewcably appropriated and there sha11 be credited
(A) a11 net parking revenues derived from the operation of the parking ramp
portion of the Development, those being gross revenues net of customary and
usual expenses incurred in operating the parking ramp ("Parking Revenues"), plus
(B) a11 investment earnings on funds held in the Pazking Revenues Account.
Funds held in the Pazking Revenues Account shall be used to pay debt service on
the Bonds as further provided herein.
(v) Order of Use of Accounts. From the date of issue of the Bonds,
until February 2, 2016, funds held in the Tax Increment Account sha11 be applied
first to the payment of debt service on the Bonds, and funds held in the Parking
Revenues Account shall be used to pay debt service on the Bonds only to the
exteni funds held in the Taac Increment Account aze insufficient far that purpose.
From and after February 2, 2016 funds held in the Pazking Revenues Account
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shall be applied to the payment of debt service on the Bonds, and funds held in the
Taac Increment Account shall be used for that purpose only to the extent funds
held in the Parking Revenues Account aze insufficient for that purpose.
(vi) TaY Increment Account Excess. Any excess shail be transferred
from the Tax Tncrement Account to the HRA, and may thereafter be used for any
lawful purpose for which Tas Increments derived from the Block 39 Tas
Increment District may then be used. Initially, such excess sha11 be transfened to
the HRA's "Issuer Reserve Fund" held under the Indenture of Trust dated August
8, 1997 between the HRA and First Trust National Association; provided that the
HRA may change such designation.
(vii) Parking Account Excess. Any excess in the Parking Revenues
Account shall be transferred no less often than annually, in order, (A) to pay
amounts then due and owing on account of the St. Paul Progress Loan made to
finance costs of the retail portion of the Development, (B) to satisfy the
obligarions of the HRA with respect to its Block 39 Municipal Parking Ramp
Subordinated Revenue Note, Series 199% issued to finance a portion of the costs
of the Parking Ramp portion of the Development, and (C) to such account as the
HRA sha11 designate.
(viii) Reservation for Rebate. Prior to making the transfers provided for
in clauses (vi) and (vii), the Treasurer of the City sha11 estimate or cause to be
esrimated the amount of accrued liability for rebatable arbitrage on account of the
TaY Exempt Bonds, and shall than segregate all or a portion of Tax Increment
Account ar Parking Revenues Account surplus to make provisaon for the payment
(or reserve for the payxnent ofl any rebate due ar to become due to the United
States arising from the investment of funds held in the funds created by this
Resolution.
(ix) Bona Fide Debt Service Fund. The Debt Service Fund, and the
Accounts therein, shall be held and administered at all times as a"bona fide debt
service fund" within the meaning of Section 148 of the Internal Revenue Code of
1986, as amended. Excess funds shall be released or transfened &om the Debt
Service Fund at such fimes and in such amounts as required to comply with this
subsection (ax).
(c) The moneys in the Funds shall be used solely as provided herein, or to pay
any rebate due to the United States. No portion of the proceeds of the Tax Exempt Bonds
sha11 be used directly or indirectly to acquire higher yielding investments or to replace
funds which were used directly or indirectly to acquire higher yielding investments,
except (i) for a reasonable temporary period until such proceeds are needed for the
purpose for which the Tax Exempt Bonds were issued, and (ii) in addition to the above in
an amount not greater than $100,000. To this effect, any proceeds of the Tax Exempt
Bonds and any sums from time to time held in the Debt 5ervice Fund allocated to the Tax
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Exempt Bonds (or any other City account which will be used to pay principal or interest ��=i� �°��
to become due on the Ta�c Exempt Bonds) in excess of amounts which under then
applicable federal azbitrage 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 account any applicable
"temporary periods" or "minor portion" made available under the federal arbitrage
regulations. In addition, the proceeds of the TaY Exempt Bonds and money allocated to
the Tax Exempt Bonds in the Debt Service Fund shall not be invested in obligations or
deposits issued by, guaranteed by ar insured by the United States or any agency or
instnunentality thereof if and to the extent that such investment would cause the Tax
Exempt Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the
federal Internal Revenue Code of 1986, as amended (the "Code").
(d) Investment earnings, net of rebatable arbitrage, shall be credited to the
fund or account from which the investment was made.
(e) The Treasurer of the City is hereby authorized to create such accounts or
subaccounts within the Construction Fund and the Debt Service Fund (and Accounts
therein) to properly administer such funds and to assure compliance with the preceding
pazagraph, and Sections 23 and 24 hereof. Specifically, the Treasurer may create separate
accounts and subaccounts to hold and apply the proceeds of the Taxable and TaY Exempt
Bonds, and funds pledged to payment thereof.
18. Pled�e of Tax Increments• Coverage Teat. All of the Ta�c Increments (subject to
the terms of the Pledge Agreement) and Parking Revenues are hereby pledged to the payment of
the Bonds and the interest thereon, but only to the extent of an amount equal, with other pledged
sources, to one hundred five percent (105%) of the principal and interest requirements of the
Bonds. Revenues (both Tax Increments and Parking Revenues) shall be used to pay debt service
on the Bonds in the order specified by Section 17(b). Revenues received in each fiscal yeaz in
excess of the amount required to pay the Bonds shall be released from the funds, free and cleaz of
the pledge stated in this Section 18, as provided in Section 17(b)(vi), (vii) and (ix).
The Tax Increments are such that if collected in full they, together with estimated
collections of Parking Revenues, investment earnings and other revenues herein pledged for the
payment of the Bonds, will produce at least five percent (5%) in excess of the amount needed to
meet when due the principal and interest payments on the Bonds. The estimated amount of Tas
Increments to be received over the term of the Bonds, and the use of Tas Increments as provided
herein, are such that more than 20% of the total amount to be paid as principal and interest on the
Bonds over their term sha11 be paid from T� Increments, all within the meaning of Minnesota
Statutes, Section 475. 58.
Annually at the times taYes aze required to be levied, the City shall estimate the
sufficiency of the Debt Service Fund. In the event that it is anticipated that the aggregate amount
in (or to be timely received in) the Debt Service Fund will not be sufficient to pay principal of
and interest on the Bonds to become due in the nea�t eighteen (18) months, the City shall levy an
ad valorem tax in such amount as is estimated, with other sources, to be necessary to pay the
principal of, and interest on, the Bonds to become due during such period.
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The Tax Exempt Bonds and T�able Bonds shall be on a parity of lien.
19. TaY Increments• Pledge Agreement. The FIRA has requested that the County
Auditor certify the original taY capacity of real property within the Block 39 Tax Increment
District, and has covenanted not to withdraw or limit such request. Under the provisions of
Minnesota Statutes, Section 469.177, the County Treasurer will remit to the FIRA as taY
increment that portion of the taaces paid each year on real properry in the Block 39 Tax Increment
District which represents the taYes on captured tax capacity (being taY capacity of the property
less said original taa� capacity) provided that the HRA shall request that the County Treasuret
remit such funds directly to the City Treasurer. Tax increments not required to pay the principal
of and interest on the Bonds may be used for any proper purpose.
Prior to issuance of the Bonds, the City and HRA sha11 enter into an agreement (the
"Pledge Agreement"} under the terms of which the Tas Increments and Parking Revenues
pledged to payment of the Bonds are remiried to the City.
T� Increments may be pledged to other purposes by the HRA. The priority of such
pledges may be superior, subordinate, or on a parity with the pledge made in this resolution, such
priority to be determined at the time thereof. A superior or parity pledge of tax increments sha11
only be made with the consent of the City, but a subordinate pledge may be made without the
consent of the City. The "Arena Increments" (as defined in the Pledge Agreement) are excluded
from the TaY Increments pledged to the payment of the Bonds, as provided in the Pledge
Agreement, and it is expected that Tas Increments derived from taxes payable in the year 2016
and thereafter will be pledged, on a senior basis, to another transaction.
Notwithstanding any provision herein to the contrary, the City reserves the right to
terminate or reduce the Tas Increments herein pledged to the payment of the Bonds and interest
thereon to the extent and in the manner permitted by law so long as such action does not preclude
the City from paying when due the debt service on the Bonds or otherwise impair the City's full
faith and credit pledge.
20. General Obligafion Pledee. 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 inevocably pledged. If the balance in the Debt Service
Fund is ever insufficient to pay all principal and interest then due on the Bonds payable
therefrom, the deficiency shall be prompUy paid out of any other funds 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.
21. Certificate of Registration. The Director, Office of Pinancial Services, is hereby
directed to file a certified copy of this resolution with the County Auditar of Ramsey County,
Minnesota, together with such other information as the County Auditor shall require, and to
obtain the County Auditor's ceriificate that the Bonds have been entered in the County Auditor's
Bond Register, and that the Tax Increment Pledge Agreement has been filed with the County
Auditor.
{� �t'�e t� �
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22. Records and Certificates. The officers of the City are hereby authorized and
d'uected to prepaze and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the Ciry relating to the
Bonds and to the financial condition and affairs of the City, and such other �davits, certlficates
and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appeaz from the books and records under their custody and control or as
otherwise known to them, and all such certified copies, ceftificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
23. Negative Covenants as to Use of Proceeds and mprovements. The City hereby
covenants not to use (or pernut the fIRA to use) the proceeds of the Taac Exempt Bonds or to use
(or pernut the HRA to use) the Improvements financed with the proceeds of the Tas Exempt
Bonds, or to cause or pernut (or permit the HRA to cause or permit) them or any of them to be
used, or to enter into (or permit the HRA to enter into} any defened payment arrangements for
the cost of such Improvements, in such a manner as to cause the Tas Exempt Bonds to be
"private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
The City hereby covenants not to use (or to permit the HRA to use) the proceeds of the Tazc
Exempt Bonds in such a manner as to cause the TaY Exempt Bonds to be "hedge bonds" within
the meaning of Section 149(g) of the Code.
24. Ta7: Exempt Status of the Tax Exempt Bonds• Rebate• Elections. The City sha11
comply with requirements necessary under the Code to establish and maintain the exclusion from
gross income under Section 103 of the Code of the interest on the Tax Exempt Bonds, including
without limitation requirements relating to temporary periods for investments, limitations on
amounts invested at a yield greater than the yield on the Tax Exempt Bonds, and the rebate of
excess investment eamings to the United States.
If any elections are now ar hereafter available with respect to azbitrage or rebate matters
relating to the Tax Exempt Bonds, the Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, aze hereby authorized and directed to make such elections as they deem
necessary, appropriate or desirable in connecfion with the Tax Exempt Bonds, and all such
elections sha11 be, and shali be deemed and treated as, elections of the City.
25. No Designation of Qualified Tas Exempt Obli atg ions. The Tax Exempt Bonds,
together with other obligations issued by the City in 1998, exceed in amount those which may be
qualified as "qualified taY-exempt obligations" within the meaning of Section 265(b)(3) of the
Code, and hence aze not designated for such purpose.
25A. Cultural STAR Loan Proceeds. The HRA has approved $1,70Q,Q00 of the
Cultural STAR Loan proceeds to be used to enhance the redevelopment of Block 39 and those
dollazs shall be made available in the years 1998, 1949 and 2000. The City Council hereby
approves such use of STAR funds.
26. Other Agreements Official Statement. There have been submitted to this City
Council the forms of a Depository Letter Agreement, a Pledge Agreement between the City and
the HRA, and a Preliminary Official Statement. The Depository Letter Agreement and Pledge
Agreement aze hereby approved, and sha11 be executed on behalf of the City by the Mayor,
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Treasurer and Director, Office of Financial Services, in substantially the form approved, with
such changes, modifications, additions and deletions as shall be necessary and appropriate and
approved by the City Attorney, provided that no new Depository Letter Agreement need be
executed if there is in effect a"blankeY' Depository Letter Agreement governing the
immobilization of the Bonds at The Depository Trust Company. Execution by such officers of
such agreements shall be conclusive evidence as to the necessity and propriety of changes and
their approval by the City Attomey. 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 Depository Letter Agreement, as it may be amended or supplemented by the
City from time to time with the agreement or consent of the Depository Trust Company. So long
as the Bonds remain outstanding, the City sha11 comply with the provisions of the Pledge
Agreement as from time to time supplemented or amended.
The use and distribution of the Preliminary Official Statement, and of a final O�cial
Statement, by the Purchaser in connection with the offering and sale of the Bonds is hereby
approved.
27. Continuing Disclosure. The appropriate officials of the City are hereby
authorized and directed to execute and deliver an undertaking in form and substance complying
with SEC Rule 15c2-12.
28. Severabilitv. If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
29. e din s. Headings in this resolution are included for convenience of reference
only and aze not a part hereof, and shall not limit or define the meaning of any provision hereof.
By:
by C�¢partm�t of:
by Budget Director:
_ �
Adoption Certified by Council Secretary:
Bv� �� � . �,.,�e1..-a
Approved by Mayor. Date 2 2„Q
ay: '
IbC6904.02 � 19
Form
By:
�
Approve by M�ub i on to Councif:
By: �
�.����,���.
Adopted by Councii: Date Q�_ �`� ��( qi"�
,
of Fnancial Services
ON COUNCIL AGENDA
DATE INITIATED
,99� I GREEN SHEET
�ECnan�en daCCSOn
R�1- ti S 33
No 60935
>�r
❑ r �� dl � ? ❑
� ASSiGN
NUMBERFOR 2 �An��� �'CLEPK_
'� a y�� ROUTING
ORDER ❑F�IANCWLSERVICESpR FNANCI4LSERV/ACCiG
�x41roR(oRn55�sTPNT� �
TOTAL # OF SIGNATURE PAGES 1_ (CLIP ALL LOCATIONS FOR SICaNATURE)
prescnbing the Porm antl detaAS for General Obligation Tax Increment Bontls (Block 39 Pro�ect), Senes 7996A, and iarrable Genersl ObLgation T� Incremern
:k 39 Project), Senes 7998B, Provitlmg for their issuance; antl pledgin8 � increments and certain parWng revenues to thert payment.
PLANNING COMMISSION
CIB COMMITTEE
GVIL SERVICE COMMISSION
0.SONAL SERVICE CON'fAACTS MUST ANSWER THE FOILOWIN6 Q
Fias this persoNfirm ever worketl undet a contract for this tlepartment?
YES NO
Has this personlfirtn ever been a crty employee�
YES NO
Does this persoMirm possess e skll not nortnally possessed by any arrertt cAy employee?
YES NO
Is th�s pe5onffvm a targeted ventlo(+
YES PJO
oiain an ves answeis on seoarate sheet and attach to oreen sheet
fING PROBLEM ISSUE, OPPORTUNI7Y (Who, Wha[, Wnen, wnere, wny)
bonds are for the purpose of funtlmg the acqmsRion of real property, demoliqon of ewsting structures, sRe preparahon and cons[ruction of a parMng Facilrty, all iocatetl wdhin the area
:Ry bountled by Wabasha and St Peter Streets antl FiRh and Suth Streets (Block 39)
w�ll be m place for the Block 39 prqect
a .
'�` t.: _ LE^' 1.
��v 4 ''�. 1997
have no financmg
TOTAL AMOUNT OF TRANSACTION S
°UNDING SOURCE
COSTIREVENUE BUDGETEU (CIRCLE ONE)
ACTIVITV NUMBER
YES NO
�INANCIAL INFORMNTION (EXPWNJ
9�-�s 33
borrowed and repaid on the Bonds, and to provide adequate and specific sec 'ty
to the Purchaser and holders from time to time of the Bonds, there aze ereby
created in the Debt Service Fund the "Tas Inerement Account," the ` azking
Revenues Account," and the "Capitalized Interest Account," e ch to be
adininistered and maintained as bookkeeping accounts in the Debt ervice Fund
sepazate and apart from all other accounts maintained therein. e Debt'Service
Fund shall be maintained in the manner herein specified until al of the Bonds and
the interest thereon have been fully paid.
(ii) Ca.pitalized Interest Account. There sh 1 be deposited in the
Capitalized Interest Account all accrued interest rece' ed from the sale of the
Bonds, plus an additional amount designated by Pricing Committee. The
capitalized interest amounts held for the Series 19 A(Tax Exempt) Bonds and
the Series 1998B (Taacable) Bonds, respectively shall be held in separate sub-
accounts. Funds held 'an the Capitalized Intere Account sha11 be withdrawn and
applied to the payment of debt service on the onds when due until such funds are
e�austed.
(iii) Tax c eme t A count All tas increments derived from the
Block 39 Tax Increment District d pledged to the payment of the Bonds
(subject to any senior pledges of s h tas increments provided for in the Pledge
Agreement and provided that Rev ues in excess of axnounts necessary to pay the
principal of and interest on the nds sha11 be released from the funds as provided
herein), plus all investment arnings thereon, shall be deposited in the TaY
Increment Account and used o pay debt service on the Bonds as further provided
herein. There sha11 furthe deposited in the Taac Increment Account a11 funds
remitted to the City by irst Trust National Association as trustee under that
certain Indenture of T st dated as of August 8, 1997 between the HRA and said
trustee pursuant to Se Uon 406 of said Indenture.
(iv) P•i'c' Revenue A count. To the Pazking Revenues Account
there is hereby ledged and inevocably appropriated and there shall be credited
(A) all net p king revenues derived from the operation of the parking ramp
portion of e Development, those being gross revenues net of customary and
usuai exp ses incurred in operating the parking ramp ("Parking Revenues'�, plus
(B) a11 ' vestment earnings on funds held in the Pazking Revenues Account.
Funds eld in the Pazking Revenues Account sha11 be used to pay debt service on
the onds as further provided herein.
(v) Qrder of Use of Acco�nts. From the date of issue of the Bonds,
until February 2, 2016, funds held in the Tax Increment Account sha11 be applied
first to the payment of debt service on the Bonds, and funds held in the Parking
Revenues Account shall be used to pay debt service on the Bonds only to the
extent funds held in the Taa� Increment Account are insufficient for that purpose.
From and after February 2, 2016 funds heid in the Parking Revenues Account
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Exempt Bonds (or any other City account which will be used to pay principal or in est
to become due on the TaY Exempt Bonds) in excess of amounts which un then
applicable federal arbitrage regulations may be invested without regard as to e1d shall
not be invested at a yield in excess of the applicable yield restrictions im sed by said
azbitrage regulations on such investments after taking into account y applicable
"temporary periods" or "minor portion" made available under the ederal azbitrage
regulations. In addition, the proceeds of the T� Exempt Bonds an�dhnoney allocated to
the TaY Exempt Bonds in the Debt Service Fund sha11 not be inv ted in obligations ar
deposits issued by, guazanteed by or insured by the United tes or any agency ot
instrumentality thereof if and to the extent that such inves nt would cause the Ta�c
Exempt Bonds to be "federally guazanteed" within the mea g of Section 149(b) of the
federal Internal Revenue Code of 1986, as amended (the ", de").
(d) Investment eaznings, net of rebatable �bitrage, sha11 be credited to the
fund or account from which the investment was made�
(e) The Treasurer of the City is
subaccounts within the Construction Fund
therein) to properly administer such funds
pazagraph, and Sections 23 and 24 hereo£ �
accounts and subaccounts to hold and app
Bonds, and funds pledged to payment th ec
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here authorized to create such accounts or
an the Debt Service Fund (and Accounts
to assure compliance with the preceding
ecificaliy,the Treasurer may create separate
the proceeds of the Taxable and Tax Exempt
m t• Co era e Test. All of the Taa� Tncrements and Parking
Revenues are hereby pledged to the paym t of the Bonds and the interest thereon, but only to
the extent of an amount equal, with othex ledged sources, to one hundred five percent (105%) of
the principal and interest requiremen of the Bonds. Revenues (both Tax Increments and
Pazking Revenues) shall be used to ay debt service on the Bonds in the order specified by
Section 17(b). Revenues received ' each fiscal year in excess of the amount required to pay the
Bonds shall be released from the ds, free and cleaz of the pledge stated in this Section 18, as
provided in Section 17(b)(vi), (v" and (ix).
The Tax Increments e such that if collected in full they, together with estimated
collections of Parking Rev ues, investment earnings and other revenues herein pledged for the
payment of the Bonds, ' produce at least five percent (5%) in excess of the amount needed to
meet when due the prin pal and interest payments on the Bonds. The estimated amount of T�
Increments to be recei ed over the term of the Bonds, and the use of Tas Increments as provided
herein, aze such that ore than 20% of the total amount to be paid as principal and interest on the
Bonds over their t sha11 be paid from Tax Increments, all within the meaning of Minnesota
Statutes, Section 5. 58.
AnnualXy at the times taa�es are required to be levied, the City shall estimate the
sufficiency the Debt Service Fund. In the event that it is anticipated that the aggregate amount
in (or to b timely received in) the Debt Service Fund will not be sufficient to pay principal of
and inter st on the Bonds to become due in the next eighteen (18) months, the City shall levy an
ad val em taac in such amount as is estimated, with other sources, to be necessary to pay the
princ' al of, and interest on, the Bonds to become due during such period.
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The TaY Exempt Bonds and Taxable Bonds shall be on a parity of lien.
14. Tax Increments� Pled�e AQreemem. The HRA has requested that the
Auditor certify the original tax capacity of real properry within the Block 39 TaY I
D'astrict, and has covenanted not to withdraw or lunit such request. Under the pr i
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Muuiesota Statutes, Sechon 469.177, the County Treasurer will remit to the as taY
increment that portion of the tzaces paid each yeaz on real property in the Block 3 as Increment
District which represents the taxes on captured tax capacity (being tax capac' of the property
less said original ta�� capaciTy) provided that the HI2A shall request that County Treasurer
remit such funds directiy to the City Treasurer. Ta�c increments not requir to pay the principal
of and interest on the Bonds may be used for any proper purpose.
Priar to issuance of the Bonds, the City and HRA shall ter into an agreement (the
"Pledge AgreemenY') under the terms of which the Tax Incre ents and Parking Revenues
pledged to paymeni of the Bonds are remitted to the City.
TaY Increments may be pledged to other purposes y the I3RA. [The priority of such
pledges may be superior, subordinate, or on a parity with e pledge made in this resolution, such
priority to be determined at the time thereof. A superio or pariry pledge of tas increments shall
only be made with the consent of the City, but a su ordinate pledge may be made without the
consent of the City.]
Notwithstanding any provision herein o the contrary, the City reserves the right to
terminate or reduce the Tax Increments herei pledged to the payment of the Bonds and interest
thereon to the extent and in the manner pe itted by law so long as such action does not preclude
the City from paying when due the debt rvice on the Bonds or otherwise unpair the City's full
faith and credit pledge.
20.
atio P ed e. For the prompt and fu11 payment of the principal and
interest on the Bonds, as the s e respectively become due, the fia11 faith, credit and taacing
powers of the City shall be and e hereby irrevocably pledged. If the balance in the Debt Service
Fund is ever insufficient to ay a11 principal and interest then due on the Bonds payable
therefrom, the deficiency s 1 be promptly paid out of any other funds of the City which are
available for such purpos , including the general fund of the City, and such other funds may be
reunbursed wiYki or wi ut interest from the Debt Service Fund when a sufficient balance is
available therein.
21. e fic te of R i trafo . The Director, Office of Financial Services, is hereby
directed to file certified copy of this resolution with the County Auditor of Ramsey County,
Minnesota, to ther with such other information as the County Auditor shall require, and to
obtain the C ty Auditor's certificate that the Bonds ha�e been entered in the Counry Auditor's
Bond Regi er, and that the T� Increment Pledge Agreement has been filed with the County
Auditor.
22. Records and Certificate . The officers of the City aze hereby authorized and
dire ed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
is ance of the Bonds, certified copies of all proceedings and records of the City relating to the
onds and to the financial condition and affairs of the City, and such other affidavits, certificates
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and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appeaz from the books and records under their custody and control or as �
otherwise lrnown to them, and aIl such certifiad copies, certificates and affitiavits, including any �`
heretofore fiuivshed, shall be deemed representations of the City as to the facts recited therein.
23. Nagative Covenants as to Use of Proceeds and Ir.�provements. The City hereby
covenants not to use (or permit the HRA to use) the proceeds of the Tax Exempt Bonds or to use
(or permit the FiRA to use) the Improvements financed with the proceeds of the TaY Exemp
Bonds, or to cause or permit (or pernut the I-IRA to cause or perm3t) them or any of them to
used, or to enter into (or pemut the I�IItA to enter into) any deferred paymem arrangements r
the cost of such Improvements, in such a manner as to cause the TaY Exempt Bonds e
"private activity bonds" within the meaning of Secfions 103 and 141 through 150 of Code.
The City hereby covenants not to use (or to permit the FIItt� to use) the proceed of the Tax
Exempt Bonds in such a manner as to cause the Tax Exetnpt Bonds to be "hed onds" within
the meaning of Section 149(g) of'the Code.
24. T x xem t Sta s of the Ta;c Exem t B • Rebat • cti ons. The City shail
comply with requirements necessary under the Code to establish an aintain the exclusion from
gross income under Section 1Q3 of the Code of the interest on Tax Exempt Bonds, including
without limiCation requirements relating to temporary peri for investments, limitations on
amounts invested at a yield greater than the yield on the aY Exempt Bonds, and the rebate of
excess investrnent earnings to the United States.
If any elections are now or hereafter avai le with respect to arbitrage or rebate matters
relating to the Taac Exempt Bonds, the Mayor, erk, Treasurer and Director, Office of Financial
Services, or any of them, are hereby authori and directed to make such elections as they deem
necessary, appropriate or desirable in c ection with the Tax Exempt Bonds, and all such
elections shall be, and sha11 be deemed d heated as, elections of the Ciry.
25. o Besi a' of ualified Tas Exemnt Obli ag tians. The Taac Exempt Bonds,
together with other obligations is ed by the City in 1998, exceed in amount those which may be
qualified as "qualified t�-exe pt obligations" within the meaning of Section 265(b)(3) of the
Code, and hence aze not desi ated far such purpose.
25A. Cultur
Cultural STAR Loan
dollazs shall be made
the year 1999 and �`
STAR funds. �
2 Loan Proceeds. The HRA has approved $1,200,000 of the
ls to be used to enhance the redevelopment of Block 39 and those
e in the foilowing manner; $6QO,OOQ in the yeaz 1998, $300,000 in
in the year 2000. The City Council hereby approves such use of
26. Other Agreements: Official Statement. There ha�e been submitted to this City
Council th orms of a Depository Letter Agreement, a Fledge Agreement between the City and
the HRA and a Preliminary Official Statement. The Depository Letter Agreement and Pledge
Agree� nt are hereby approved, and shall be executed on behalf of the City by the Mayor,
160690A.02
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1606904.Q2
SCHEDi3LE I
TAX EXEMPT COSTS
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160690492
SCFIEDULE II
TAXABLE COSTS
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EXHIBIT A
FORM OF GLQBAL CERTIFICATE - TAX EXEMPT BOND
�
iJNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAI23T PAUL
GENERAL OBLIGATION TAX INCREMENT
BQND (BLOCK 34 PROJECT), SERIES 1998_
INTEREST
RATE
MATURITY
DATE
1, 20
REGISTBRED OWNER:
PRINCIPAL AMOUNT:
CUSIP
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey
County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received
promises to pay to the registered owner specified above or on the certificate of registration
below, or registered assigns, in the manner hereinafter set forth, the principal amount specified
above, on the maturity date specified above, unless called for earlier redemption, and to pay
interest thereon semiannually on Febtuary 1 and August 1 of each year (each, an "Interest
Payment Date"), commencing August 1, 1998, at the rate per annum specified above (calculated
on the basis of a 360-day year of tweive 30-day months) until the principal sum is paid or has
been provided for. This Bond wiil 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 principai of and premium, if any, on this Bond are payabie by check or draft in next
day funds or its equivalent (or by wire transfer in immediately available funds if payment in such
form is necessary to meet the timing requirements below) upon presentation and surrender hereof
at the principai corparate trust office of First Trust National Association, (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 12:00 noon, [New York, New York], 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 Registraz in exchange for a new Bond in the
proper principal amount. Such notation, if made by the Holder, shall be far reference only, and
may not be relied upon by any other person as being in any way determinative of the principal
DATE OF
ORIGINAL ISSUE
1, 1998
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1 amount of this Bond outstanding, unless the Bond Registraz has signed the appropriate column of
2 the panel. Interest on this Bond will be paid on each Interest Payauent Date by check or draft in
3 ne� day funds or its equivalent mailed (or by wire transfer in immediately auailable funds if
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payment in such form is necessary to meet the timing requirements below) to the person in
whose name this Bond is regastered (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 calendaz day preceding such Interest Payment Date (the "Regular
Record Date"). Interest payments shall be received by the Holder no later than 12:00 noon, [New
York, New York], time; and principal and premium payments shall be received by the Holder no
later than 12:00 noon, [New York, New York], time, if the Bond is surrendered for payment
enough in advance to pernut payment to be made by such ume. Any interest not so timely paid
shall cease to be payable to the person who is the Holder hereof as of the Regulaz Record Date,
and shall be payable to the person who is the Holder hereof at the close of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money becomes available far
payment of the defaulted interest. Notice of the Special Record Date shall be given to
Bondhoiders not less than ten days
premium, if any, and interest on this
America.
priar to the Special Record Date. The principal of and
Bond are payabie in lawful money of the United States of
Date of Payment Not Business Dav. ff the date for payment of the principal of, premium,
if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of [New York, New York], or the city where the principal office
of the Bond Registraz is located are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment on such date
sha11 have the same force and effect as if made on the nominal date of payment.
Redem�tion. All Bonds of this issue (the "Bonds") mahzring in the years 20_ through
20� both inclusive, are subject to redemption and prepayment at the option of the Issuer on
1, 20_, and on any day thereafter at a price of par plus accrued interest.
Redemption may be in whole or in part of the $onds 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 deternune; and if oniy part of the Bonds having a common maturity
date are cailed for prepayment, this Bond may be prepaid in $5,000 increments of principal.
Bonds or portions thereof called for redemption shall be due and payable on the redemption date,
and interest thereon shall cease to accrue from and after the redemption date.
38 Notice of Redem�tion. Mailed notice of redemption shall be given to the paying agent (if
39 other tl�an a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds
40 aze called for redemption, written notice thereof will be given by first class mail mailed not less
41 than thiriy (30) days priar to the redemption date to each Holder of Bonds to be redeemed. In
42 connection with any such notice, the "CUSIP" numbers assigned to the Bonds shall be used.
43
44 Replacement or Notation of Bond after Pa_n' Redem�tion. Upon a partial redemption
45 of this Bond which results in the stated amount hereof being reduced, the Holder may in its
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discretion make a notation on the panel provided herein of such redemption, stating the amount
so redeemed. Such notarion, if made by the Holder, shail be for reference oniy, and may not be
relied upon by any other person as being in any way deternunative of the principal amount of the
Bond outstanding, unless the Bond Registraz has signed the appropriate column of the panel.
Otherwise, the Holder may surrender this Bond to the Bond Regisirar (with, if the Issuer or Bond
Registrar so requires, a written instrunient of transfer in form satisfactory to the Issuer and Bond
Registrar duly executed by the Holder thereof or its attomey duly authorized in writing) and the
Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the
Hoider 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 denomanation in aggzegate principal
amount equal to and in exchange for the unredeemed portion of the principal of the Bond so
surrendered.
Issuance: Purpose: General Obli�ation. This Bond is one of an issue in the total principal
amount of $ , 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 confornuty with the Constitution and laws of the State of Minnesota,
including particularly Minnesota Statutes, Section 469.178, and the Charter of the Issuer, and
pursuant to a resolution adopted by the City Council of the Issuer on , 1998 (the
"Resolution"), far the purpose of providing funds for the acquisition of real properiy comprising
Block 39, demolition of the existing structures, site prepazation and ihe construction of a pazking
facility thereon. This Bond is payable out of the Block 39 Debt Service Fund, to which have
been pledged taac increments received from the Block 39 Tax Increment District in the City and
certain net parking revenues derived from such parking facility. This Bond constitutes a general
obligation of the Issuer, and to provide moneys far the prompt and full payment of its principal,
premium, if any, and interest when the same become due, the fuli faith and credit and t�ing
powers of the Issuer have been and are hereby irrevocably pledged.
Denominations• Exchan�e• Resolution. The Bonds are issuable originally only as Global
Certificates in the denomination of the entire principal amount of the issue maturing on a single
date, or, if a portion o£ said principal amount is prepaid, said principal amount less the
prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment ar in exchange for Replacement Bonds if
then available. Replacement Bonds, if made availabie as provided below, are issuable solely as
fu11y 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 offace of the Bond Registrar, but only in the
manner and subject to the limitations provided in the Resolution. Reference is hereby made to
the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the
Resolution aze on file in the principal office of the Bond Registrar.
Re�lacement Bonds. Replacement Bonds may be issued by the Issuer in the event that:
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(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 noneligibility, or
(b) upon a deterniii�a.tion by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the Resolution, which preciudes 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.
r s e. This Bond sha11 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 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 transfened by delivery with an assignment duly
executed by the Holder 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
wntained 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 5ection 149(a) of the
federal Intemal Revenue Code of 1986, as amended.
Fees upon Transfer ar Loss. The Bond Registrar may require payment of a sum sufficient
to cover any taa� or other governmental chazge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receaving payment as
herein provided (except as otherwise provided with respect to the Record Date) and for a11 other
purposes, whether or not this Bond sha11 be overdue, and neither the Issuer nor the Bond
Registraz shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Not Oualified Tatc Exempt Obligations. The Bonds have � been designated by the
Issuer as "qualified taY-exempt obligations" for purposes of Section 265(b)(3) of the federal
Internal Revenue Code of 1986, as amended.
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IT IS HEREBY CERTIFIED AND RECITED that ail acts, condirions and things required
by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done,
to happen and to be performed, precedent to and in the issuance of this Bond, have been done,
have happened and have been performed, in regulaz and due form, time and manner as required
by law, and this Bond, together with all other debts of the Issuer outstanding on the date of
original issue hereof and on the date of its issuance and delivery to the original purchaser, does
not exceed any constitutional ar statutory or Charter limitation of indebtedness.
IN WITNESS WFIEREOF, 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 facsunile
signature of its Clerk, and countersigned by the photocopied facsimile signahzre of its Director,
Office of Financial Services.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
Tlus Bond is one of the Bonds described
in the Resolution mentioned within
FIRST TRUST NATIONAL
ASSOCIATTON,
Bond Registrar
By
Authorized Signature
(SEAL)
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINIVESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Tax Increment Bond (Block 39 Project), Series 1998_, No. R-
I606904.02
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CERTIFICATE OP REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made only by the
registered owner or its legal representarive last noted below.
DATE OF
REGISTRATION
. . � � .
SIGNATURE OF
BOND REGISTRAR
1606904.0?
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REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
at ount
Signature of
Bondholder
Signature of
Bond Registraz
If a notation is made on this register, such notation has the effect stated in the attached Bond.
Partiai payments do not require the presentation of the attached Bond to the Bond Registrar, and
a Holder could fail to note the partial payment here.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA
(Cust)
under the
as custodian for
1606904.02
(Muzor)
Uniform Transfers to Minors Act
( state)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably
constitute and appoint attomey to transfer the Bond on the
books kept for the registration thereof, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the name
as it appeazs upon the face of the
within Bond in every particular, without
alteration or any change whatever.
Signature Guarrnteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1606904D2
(Include information for all joint owners if the
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EXAIBTT B
FORM OF GLOBAL CERTIFICATE - TAX EXEMPT BOND
iJNITED STATES OF AMERTCA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SA1NT PAUL
'
GENERAL OBLIGATION TAXABLE TAX 1NCREMENT
BOND (BLOCK 39 PROJECT), SERIES 1998B
INTEREST MAT[JRITY DATE OF
Rt�TE DATE ORIGINAL ISSUE CUSIP
1, 20_
1, 1998
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
KNOW ALL PERSONS BY THESB PRESENTS that the City of 5aint Paui, Ramsey
County, Minnesota (the "Issuer" or "City"), certifies that it is indebted and far value receaved
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 February i and August 1 of each year (each, an"Interest
Payment Date"), commencing August 1, 1998, 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 aze payable by check or draft in next
day funds or its equivalent (ar by wire transfer in immediately auailable funds if payment in such
form is necessary to meet the timing requirements below) upon presentafion and sunender hereo£
at the principal cotporate trust office of First Trust National Association, (the "Bond Registraz"),
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 resuits in the stated amount hereof
being reduced, the Holder may in its discretion be paid without presentafion of this Bond, which
payment shall be received no later than 12:00 noon, �New Yark, New York], 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 determinative of the principal
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amount of this Bond outstanding, unless the Bond Registrar has signed the appropriate column of
the panel. Interest on this Bond will be paid on each Interest Payment Date by check or draft in
next day funds or its equivalent mailed (or by wire transfer in immediately availabie funds if
payment in such form is necessary to meet the riming requirements below) 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 Registraz and at the address appearing thereon at the close of
busixtess on the fifteenth calendar day preceding such Interest Payment Date (the "Regular
Record Date"). Interest payments shall be received by the Holder no tater than 12:00 noon, [New
York, New York], time; and principal and premium payments shall be received by the Holder no
later than 12:00 noon, jNew York, New York], 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
sha11 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") fised 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 tkus Bond are payable in lawful money of the United States of
America.
Date of Payment Not Business Day. If the date for payment of the principal of, premium,
if any, or interest on this Bond shal] be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of [New York, New York], or the city where the principal office
of the Bond Registrar is located aze authorized by 1aw or executive order to close, then the date
far such payment shail be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions are authorized to close, and payment on such date
sha11 have the same force and effect as if made on flie nominal date of payment.
Redemption. All Bonds of this issue (the `Bonds") maturing in the years 20_ through
20_, both inclusive, are subject to redemption and prepayment at the option of the Issuer on
1, 20_, 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 shail deternune; and if only part of the Bonds having a common maturity
date are called for prepayment, this Bond may be prepaid in $5,000 increments of principal.
Bonds or portions thereof called for redemption sha11 be due and payable on the redemption date,
and interest thereon shall cease to accrue from and aftet the redemption date.
Notice of Redemption. Mailed notice of redemption sha11 be given to the paying agent (if
other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds
are calied for redemption, written notice thereof will be given by first class mail mailed not less
than thirty (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In
connection with any such notice, the "CUSIP" numbers assigned to the Bonds shail be used.
Renlacement ar Notation of Bonds after Partial Redem tion. Upon a partiai redemption
of this Bond which results in the stated amount hereof being reduced, the Holder may in its
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discrefion make a notation on the panel provided herein of such redemption, stating the amount
so redeemed. 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 deterniinative of the principal amount of the
Bond outstanding, unless the Bond Registraz has signed the appropriate coluxnn of the panel.
Otherwise, the Holder may surrender ttus Bond to the Bond Registrar (with, if the Issuer ar Bond
Registrar so requires, a written instrument of transfer in form safisfactory to the Issuer and Bond
Registrar duly executed by the Holder thereof or its attorney duly authorized in writing) and the
Issuer sha11 execute (if necessary) and the Bond Registraz sha11 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 Obligafion. This Bond is one of an issue in the total principal
amount of $ , 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 confornuty with the Constitution and laws of the State of Minnesota,
inciuding particularly Minnesota Statutes, Section 469178, and the Charter of the Issuer, and
pursuant to a resolution adopted by the City Council of the Issuer on Aecember 17, 1998 (the
"Resolution"), for the purpose of providing funds for the acquisition of real properiy comprising
Block 39, demolition of the existing structures, site preparation and the conshuction of a parking
facility thereon. This Bond is payable out of the Block 39 Debt Service Fund, to which have
been pledged taac increments received from the Block 39 T� Increment District in the City and
certain net parking revenues derived from such parking facility. This Bond constitutes a general
obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal,
premiuxn, if any, and interest when the same become due, the full faith and credit and taxing
powers of the Issuer have been and aze hereby inevocably pledged.
Denominations• xchange• Resolution. The Bonds are issuable originally only as Global
Certificates in the denomination of the entire principal amount of the Issue maturing on a single
date, or, if a portion of said principai amount is prepaid, said principal amount less the
prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if
then available. Replacement Bonds, if made available as provided below, are issuable solely as
fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single
maturiry 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. Reference is hereby made to
the Resolution for a descripfion of the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal o�ce of the Bond Registrar.
Replacement Bonds. Repiacement Bonds may be issued by the Issuer in the event that:
1606904A2
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(a) the Depository shall resign or discontinue its services for the Bonds, and
only if the Issuer is unable to locate a subsfitute depository within two (2) months
following the resignation or determination of noneligibility, or
(b) upon a deteruiination by the Issuer in its sole discretion that (1) the
continuation of the book-entry system described in the ResoluUOn, 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.
r sfer. This Bond sha11 be registered in the name of the payee on the books of the
Issuer by presenting this Bond for registration to the Bond Registraz, who will endorse 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 bp the Holder or its legal representatives, and the Issuer and Bond Registraz 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 sub}ect to
the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer
contained in any agreement with, ar notice to, the Bond Registraz. 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.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient
to cover any taac or other governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as othenvise provided with respect to the Recard Date) and for all other
purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registraz shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required
by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done,
to happen and to be performed, precedent to and in the issuance of this Bond, have been done,
have happened and have been perforxned, in regular and due form, time and manner as required
by law, and this Bond, together with all other debts of the Issuer outstanding on the date of
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original issue hereof and on the date of its issuance and delivery to the original purchaser, does
not exceed any constitutional or statutory or Charter limitation of indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its
City Councii 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 facsunile
signature of its Clerk, and countersigrted by the photocopied facsimile signature of its Director,
Office of Financial Services.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the Bonds described
in the Resolution mentioned within
FIRST TRUST NATIONAL
ASSOCIATION,
Bond Registrar
:
Authorized Signature
(SEAL)
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Tas Increment Bond (Block 39 Project), Series 1998_, No. R-_
Lb06904.�2
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CERTIFICATE OP REGISTRATION
The transfer of ownership of the principal amount of the attached Bond may be made only by the
registered owner or its legal representative last noted below.
DATE OF
REGIS"I'RATION
REGISTERED OWNER
SIGNATURE OF
BOND REGISTRAR
1606904 02
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ItEGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the dates and in the amounts
noted below:
Date Amount
Signature of
Bondholder
Signature of
Bond Registrar
If a notation is made on this register, such notation has the effect stated in the attached Bond.
Partial payments do not require the presentation of the attached Bond to the Bond Registrar, and
a Holder could fail to note the partial payment here.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COIv1 - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of sutvivorship and not as tenants in common
UTMA
(Cust)
underthe
as custodian for
1606904.02
(Minor)
Uniform Transfers to Minors Act
( state)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably
constitute and appoint attorney to transfer the Bond on the
books kept for the registration thereof, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the name
as it appears upon the face of the
within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registraz will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1696904A2
(Include information for all joint owners if the
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EXHIBIT C
FORM OF REPLACEMENT BOND - TAX EXEMPT BOND
�
GENERAL OBLIGATION TAX INCREMENT
BOND (BLOCK 39 PROJECT), SERIES 1998_
INTEREST
RATE
iJNITED STATES OF AMBRICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SA1NT PAUL
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
$
CUSIP
1, 1998
REGISTERED OWNER:
PRINCIPAL AMOLTNT:
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 Februazy 1 and
August 1 of each year (each, an"Interest Payxnent Date"), commencing August 1, 1998, 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 ar 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
Registraz"), 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 fliereon at the
close of business on the fifteenth calendar day preceding such Interest Payment Date (the
"Regulaz 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 Regisirar whenever money becomes available for payxnent of the defaulted interest. Notice
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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 aze payable
in lawful money of the United States of America.
KEFERENCE IS HEREBY MADE TO THE FURTHER PROVTSIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHAI,L FOR ALL
PLJRPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that all acts, condirions and things required by the
Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to
happen and to be performed, precedent to and in the issuance of this Bond, have been done, have
happened and have been performed, in regular and due form, time and manner as required by
law, and this Bond, together with all other debts of the Issuer outstanding on the date of original
issue hereof and on the date of its issuance and dellvery to the original purchaser, does not
exceed any constitutional or statutory or Charter limitation of indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City
Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be
executed on its behalf by the original or facsimile signature of its Mayor, attested by the original
or facsimile signature of its Clerk, and countersigned by the original or facsimile signature of its
Director, Office of Financial Services.
1606904.02 C-2
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Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
FIRST TRUST NATIONAL ASSOCIATION,
Bond Registrar
�
Authorized Signature
(SEAL)
CITY OF SATNT PAUL,
RAMSEY COUNTY, MII�NESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Taac Increment Bond (Block 39 Project), Series 1998_, No. R-_
1606904.02
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ON REVERSE OF BOND
Date of Pa�ment Not Business Dav. If the date for payment of the principal of, premium,
if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday ar a day on which
baiilci�g institutions in the City of [New Yark, New York], or the city where the principal office
of the Bond Registrar is located aze authorized by law or executive order to close, then the date
far such payment sha11 be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions aze authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal date of payment.
Redem�tion. All Bonds of this assue (the `Bonds") maturing in the yeazs 20_ through
20_, both inclusive, aze subject to redemprion and prepayment at the option of the Issuer on
1, 20_, and on any day thereafter at a price of par plus accrued interest.
Redemprion 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 hauing a common maturity
date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the
Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the
redempfion date, and interest thereon shall cease to accrue from and after the redemption date.
Notice of Redemption. Mailed notice of redemption shall be given to the paying agent (if
other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds
are called for redemption, written notice thereof will be given by first class mail mailed not less
than thirty (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In
connection with any such notice, the "CUSIP" numbers assigned to the Bonds sha11 be used.
Selection of Bonds for Redemption. To effect a partial redemption of Bonds having a
common maturity date, the Bond Registraz shall assign to each Bond having a common maturity
date a distinctive number for each $5,000 of the principal amount of such Bond. The Bond
Registraz sha11 then select by lot, using such method of selection as it shall deem proper in its
discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal atnount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond
is to be redeemed only in part, it shall be surrendered to the Bond Registraz (with, if the Issuer ar
Bond Registraz so requires, a written instruinent of transfer in form satisfactory to the Issuer and
Bond Registrar duly executed by the Holder thereof 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 or Bonds of the same series
having the same stated maturity and interest rate and of any authorized denomination ar
denominations, as requested by such Holder, in aggregate principa] amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
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Issuance• Purpose• General Obli *�a 'on. This Bond is one of an issue in the total principal
amount of $ a11 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 confornuty with the Constitution and laws of the State of
Minnesota, including particularly Mimiesota Statutes, Section 469.178, and the Charter of the
Issuer, and pursuant to a resolurion adopted by the City Council of the Issuer on
, 1997 (the "Resolution"), for the purpose of providing funds for the acquisition
of real properiy comprising Block 34, demolition of the existing structures, site prepazation and
the conshucrion of a pazking facility thereon. This Bond is payable out of the Block 39 Debt
Service Fund, to which have been piedged tax increments received from the Block 39 Tax
Increment District in the City and certain net pazking revenues derived from such parking
facility. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the
prompt and full payment of its principal, premiuxn, if any, and interest when the same become
due, the full faith and credit and taxing powers of the Issuer haue been and are hereby irrevocably
pledged.
Denominafions: 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 far 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. Reference is hereby made to the Resolution
for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on
file in the principal office of the Bond Registraz.
Transfer. This Bond is transferable by the Holder in person or by its attorney duly
authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with, or norice
to, the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar sha11
authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in
the name of the transferee (but not registered in blank or to "beazer" or similaz designation), of an
authorized denomination or denominations, in aggregate principal amount equal to the principal
amount of this Bond, of the same maturity and bearing interest at the same rate. Whenever
ownership of this Bond shouid be transferred under any other circumstances or be registered in
nominee name only, the registered owner of the Bond shall, if and to the ement 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, and at the direction and expense of the
Issuer, maintain for the Issuer a record of the actual owner of the Bonds.
Fees u�on Transfer or Loss. The Bond Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regazding transfers and lost Bonds.
i�9oa.oz C-5
�� •1 s33
1 Treatment of Registered Owner. The Issuer and Bond Registraz may treat the person in
2 whose name this Bond is registered as the owner hereof for the purpose of receiving payxnent as
3 herein provided (except as otherwise provided on the reverse side hereof with respect to the
4 Record Date) and for all other purposes, whether or not this Bond sha11 be overdue, and neither
5 the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
6
7 Authentication. This Bond shall not be valid or become obligatory for any purpose or be
8 enfitled to any security unless the Certificate of Authentication hereon shall have been executed
9 by the Bond Registrar.
10
11 Not �ualified Tax Exempt Obligation . The Tax Exempt Bonds have not been
12 designated by the Issuer as "qualified tas-exempt obligations" for purposes of Section 265(b)(3)
13 of the federal Internal Revenue Code of 1986, as amended.
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15
1606904.02 C-6
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall be
construed as though they were written out in fixll according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
liy�u�
(Cust)
under the
as custodian for
1606904.02
(Minor)
Uniform Transfers to Minors Act
( state)
Additional abbreviations may also be used though not in the above list.
C-7
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GRX9�e3�i,�u� i �l ��i i
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably
constitute and appoint attorney to transfer the Bond on the
books kept far the registration thereof, with full power of substitution in the premises.
Bated:
Notice: The assignor's signature to this
assignment must conespond with the name
as it appears upon the face of the
within Bond in every particulaz, without
alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guazanteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registrar wiil not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1606904.02
(Include inforxnation for all joint owners if the
C�3
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EXHIBIT D
FORM OF REPLACEMENT BOND - TAX EXEMPT BOND
I�
GENERAL OBLIGATION TAXABLE TAX INCREMENT
BOND (BLOCK 39 PROJECT), SERIES 1998_
INTEREST
RATE
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COTJNTY
CITY OF SAINT PAUL
MATURITY
DATE
DATE OF
ORIGINAL ISSUE
$
CUSIP
1, 1998
REGISTERED OWNER:
23 PRINCIPAL AMOUNT:
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DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ranisey
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 February 1 and
August 1 of each year (each, an"Interest Payment Date"), commencing August 1, 1998, at the
rate per annum specified above (calculated on the basis of a 360-day yeaz of twelve 30-day
months) until the princigal sum is paid or has been provided for. This Bond will beas 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 principai of and premium, if any, on tkus
Bond are payable upon presentation and surrender hereof at the principal corporate trust office of
First Trust National Association, Saint Paul, Minnesota (the "Bond Registrar"), acting as paying
agent, ar 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 Registraz and at the address appearing thereon at the close of business on
the fifteenth calendaz day preceding such Interest Payment Date (the "Regular Record Date").
Any interest not so timely paid sha11 cease to be payable to the person who is the Holder hereof
as of the Regular Record Date, and sha11 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
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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 aze payable in lawful money of the
United States of America.
REFERENCE IS HEREBY MADE TO TI� FURTHER PROVISIONS OF THIS BOND SET
FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SIIALL FOR ALL
PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that a11 acts, condi6ons and things required by the
Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to
happen and to be performed, precedent to and in the issuance of this Bond, have been done, have
happened and have been performed, in regulaz and due form, tune and manner as required by
law, and this Bond, together with all other debts of the Issuer outstanding on the date of original
issue hereof and on the date of its issuance and delivery to the original purchaser, does not
exceed any constitutional or statutory or Charter limitation of indebtedness.
IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City
Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be
executed on its behalf by the original or facsimile signature of its Mayor, attested b}� the original
or facsimile signature of its Clerk, and countersigned by the original or facsimile signature of its
Director, Office of Financial Services.
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Date of Registrarion:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution menrioned
within.
FIRST TRUST NATIONAL ASSOCIATION,
Bond Registrar
:
Authorized Signature
(SEAL)
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
General Obligation Block 39 Tax Increment Bond, Series 1998 , No. R-
1606904.02
D-3
°�� -1533
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ON REVERSE OF BOND
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5 Date of Paument Not Business Day. If the date far payment of the principal of, premium,
6 if any, ar interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which
7 banking institutions in the Ciry of jNew York, New York], or the clty where the principal office
8 of the Bond Registrar is located aze authorized by law or executive order to close, then the date
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for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday
or a day on which such banking institutions aze authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal date of payment.
Redem�tion. All Bonds of this issue (the `Bonds") maturing in the years 20_ through
20_, both inclusive, aze subject to redemption and prepayment at the opuon of the Issuer on
1, 20_, 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 remanung unpaid may be prepaid in such order of maturity and in such amount
per maturity as the City shall deternune; and if only part of the Bonds having a common maturity
date are calied for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the
Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the
redemption date, and interest thereon sha11 cease to accrue from and after the redemption date.
Notice of Redem tion. Mailed notice of redemption shall be given to the paying agent (if
other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds
are called for redemption, written notice thereof will be given by first class mail mailed not less
than thiriy (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In
connection with any such notice, the "CUSIP" numbers assigned to the Bonds shall be used.
Selection of Bonds or Redem�tion. To effect a partial redemption of Bonds having a
common maturity date, the Bond Registrar shall assign to each Bond having a common maturity
date a distinctive number far each $5,000 of the principal amount of such Bond. The Bond
Registrar shall then select by lot, using such method of selection as it shall deem proper in its
discretion, from the nuxnbers assigned to the Bonds, as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of such Bond of a denomination of more than $5,000
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond
is to be redeemed only in part, it shall be surrendered to the Bond Registraz (with, if the Issuer or
Bond Registraz so requires, a written instruinent of transfer in form satisfactory to the Issuer and
Bond Registrar duly executed by the Holder thereof 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 or Bonds of the same series
43 having the same stated maturity and interest rate and of any authorized denomination or
44 denominations, as requested by such Holder, in aggregate principal amount equal to and in
45 exchange for the unredeemed portion of the principal of the Bond so surrendered.
�eoa9oa.az D-4
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Issuance• Purpose• General Obligation. This Bond is one of an issue in the total principal
amount of $ a11 of like date of originai issue and tenor, except as to
number, maturity, interest rate, denomination, and redempfion privilege, which Bond has been
issued pursuant to and in full confomuty with the Consritution and laws of the State of
Minnesota, including particularly Minnesota Statutes, Section 469.178, and the Charter of the
Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on December 17,
1997 (the "Resolufion"), for the putpose of providing funds for the acquisition of real properry
comprising Block 39, demolition of the existing structures, site preparation and the construcfion
of a pazking facility thereon. This Bond is payable out of the Block 39 Debt Service Fund, to
which have been pledged taY increments received from the Block 39 Tax Increment District in
the City and certain net parking revenues derived from such parking facility. 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 intezest when the same become due, the full faith
and credit and ta�cing powers of the Issuer have been and are hereby irrevocably pledged.
Denominations• Exch ge• Resolution. The Bonds are issuable solely as fully registered
bonds in the denominations of $5,000 and integzal 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. Reference is hereby made to the Resolution
for a description of the rights and duties of the Bond Registrar. Copies of the Resolution aze on
file in the principal office of the Bond Registrar.
r sfer. This Bond is transferable by the Holder in person or by its attomey duly
authorized in writing at the principal office of the Bond Registraz upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice
to, the Bond Registrar. Thereupon the Issuer sha11 execute and the Bond Registraz shall
authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in
the name of the transferee {but not registered in blank ar to "beazer" or similaz designation), of an
authorized denomination or denominations, in aggregate principal amount equai to the principal
amount of this Bond, of the same maturity and bearing interest at the same rate. Whenever
ownership of this Bond should be transfened under any other circumstances or be registered in
nominee name only, the registered owner of the Bond shall, if and to the extent 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, and at the direction and expense of the
Issuer, maintain for the Issuer a record of the actual owner of the Bonds.
Fees u�on Transfer or Loss. The Bond Registraz may require payment of a sum sufficient
to cover any tas ar other governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owner. The Issuer and Bond Registraz may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
16069Q4 �2 �-5
�� _4s33
1 herein provided (except as otherwise provided on the reverse side hereof with respect to the
2 Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither
3 the Issuer nor the Bond Registrar shall be affected by notice to the contrary.
4
5 Authentication. This Bond sha11 not be valid or become obiigatory for any purpose or be
6 entitled to any security unless the Certificate of Authenfication hereon shall have been executed
7 by the Bond Registraz.
1606904.02 D-6
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ABBREVIATIONS
q'1-�533
The following abbreviations, when used in the inscription on the face of this Bond, shall be
constnzed as though they were written out in full according to applicable laws or zegulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as j oint tenants with right of survivorship and not as tenants in common
UTMA
1606904.02
(Cust)
under the
as custodian for
(Minor)
Uniform Transfers to Minors Act
( state)
Additiona] abbreviations may also be used though not in the above list.
�
q� .t533
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39
asszGrrMErrT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and does hereby irrevocably
constitute and appoint attorney to transfer the Bond on the
books kept for the registrafion thereof, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must conespond with the name
as it appeazs upon the face of the
within Bond in every particular, without
alteration or any change whatever.
Signature Guazanteed:
Signature(s) must be guaranteed by a national bank ar trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
1606904.02
(Include information for all joint owners if the
l: