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Council File # q�� 1 � y
Green Sheet # GOq_,_'��
MINNESOTA
Committee: Date
AUTHORIZING A TAXABLE GENERAL
OBLIGATION CObIBSERCIAL PAPER PROGRAbI
AND AIITHORIZING THl3 ISSIIANCE OF
TAXABLS GENERAL OBLIGATION COMMERCIAL PAPER NOTES
(ARENA PROJECT) AND
TAXABLE GENERAL OBLIGATION BANK NOTES (2:RENA PROJECT)
IO
WHERfiAS, the City of Saint Paul, Minnesota (the "City") has
agreed pursuant to an Arena Lease among the City, its Civic
Center Authority and Minnesota Hockey Ventures, Group LP to
contribute $30,000,000 (the "City Contribution") to pay a portion
of the costs of construction and equipping of a new arena as a
part of the RiverCentre Complex;
WHEREAS, the primary 5ources of revenue to repay any
obligations issued to finance the City Contribution will not be
available until the construction of the new arena is completed
and therefore the City has determined to issue temporary
obligations to finance the City Contribution, which temporary
obligations will be repaid with the proceeds of definitive
obligations anticipated to be issued on or before the final
maturity date of the Commercial Paper Notes (as hereinafter
defined), by the City pursuant to a separate resolution of the
City Council;
WSEREAS, the City has determined that it is desirable to
issue the temporary obligations under a commercial paper program
as hereinafter more fully set forth, which program involves the
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issuance of commercial paper notes maturing in 270 days or less,
with a final maturity date not later than six years after their
date of original issuance; and
WHEREAS, pursuant to Minnesota Statutes, Section 475.60,
Subd. 2(b), the requirement of a public sale does not apply to
the sale of commercial paper notes since the interest thereon is
not excluded from gross income for purposes of federal income
taxation;
WHEREAS, it is in the best interests of the City that the
commercial paper notes be issued in book-entry form as
hereinafter provided.
NOW, THEItEFORE, BE IT RESOLVED by the City Council o£ the
City of Saint Paul, Minnesota as follows:
ARTICLE I.
DEFINITIONS AND AUTHORITY
SECTION 1.01. Definitions The terms defined in this
Article (except as otherwise herein expressly provided or unless
the Context otherwise requires) for all purposes of this
Resolution Authorizing a Taxable General Obligation Commercial
Paper Program (the "Resolution") shall have the following
respective meanings:
Act shall mean Minnesota Statutes, Chapter 475, as amended,
and Minnesota Statutes, Section 469.174 through 469.179, both
inclusive, as amended.
Agent shall mean Norwest Bank Minnesota, National
Assoaiation, or any bank designated as Agent for the Banks under
the Credit Agreement.
Authority shall mean the Housing and Redevelopment Authority
of the City of Saint Paul, Minnesota.
Authorized Officers, when used with respect to Commercial
Paper Notes or Bank Notes, shall mean the Authorized Officers
designated pursuant to Section 5.06 hereof.
Banks shall mean Norwest Bank Minnesota, National
Association, and its respective successors and assigns under the
Credit Agreement and any other banks with which the City may
enter into a liquidity support agreement similar to the Credit
Agreement from time to time.
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Baak Notes shall mean the Taxable General Obligation Bank
Notes (RiverCentre Arena Project) of the City authorized to be
issued pursuant to Article III o£ this Resolution.
Sond Registrar, when used with respect to the Commercial
Paper Notes, sha11 mean the Paying Agent and, when used with
respect to the Bank Notes, shall mean the City.
City shall mean the City of Saint Paul, Minnesota.
Closiag Date shall mean the date of issuance of the first
series of Commercial Paper Notes under this Resolution pursuant
to SeCtion 2.03 hereof.
Commercial Paper I�Iotes sha11 mean the Taxable General
Obligation Commercial Paper Notes (Arena Project) of the City
authorized to be issued and sold pursuant to this Resolution.
CP Note Payment Account shall have the meaning set forth in
Section 6 of the Issuing and Paying Agency Agreement.
Credit Agreement shall mean the Credit Agreement authorized
by the City pursuant to Section 5.01 of this Resolution and
entered into among the City, Norwest Bank Minnesota, National
Association, and such other Banks as may become party thereto
from time to time and Norwest Bank Minnesota, National
Association, as agent for the Banks thereunder, as amended from
time to time, or such other Credit agreement which the City
determines to be in replacement thereof or supplemental thereto
as may be entered into by the City from time to time with one or
more banks each having a capital surplus and undivided profits of
not less than $150,000,000.
Dealer shall mean Dougherty Summit Securities LLC, as the
exclusive dealer designated pursuant to the Dealer Agreement and
any other person with which the City may enter into a dealer
agreement from time to time.
Dealer Agreement shall mean the Dealer Agreement authorized
by the City pursuant to Section 5.02 of this Resolution and
entered into by and between the City and Dougherty Summit
SeCUrities LLC, as such Dealer Agreement may be amended from time
to time, or such other dealer agreement which the City determines
to be in replacement thereof.
Debt Service Account shall mean the account established
pursuant to Section 4.01 hereof.
Depository shall mean The Depository Trust Company, a
limited purpose trust company organized under the laws of the
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State of New York, or any of its successors or successors to its
funetions hereunder.
Effective Date shall have the meaning given to such term in
the Credit AgreemenC.
Fiduciary or Fiduciaries, when used with respect to
Commercial Paper Notes, shall mean the Paying Agent, the Bond
Registrar or the Authenticating Agent, or any or all of them, as
may be appropriate.
Global Certificate, shall mean one Certificate representing
the entire principal amount of the Commercial Paper Notes due on
a particular maturity date.
Holder, when used with respect to Commercial Paper Notes,
shall mean any person who shall be the bearer of any Commercial
Paper Note and, when used with respect to the Bank Notes, shall
mean any person who shall be the holder of any Bank Note.
Initial Related Agreement5 shall mean the Dealer Agreement,
the Issuing and Paying Agency Agreement, and the Credit Agreement
authorized pursuant to Article V hereof.
Issuing aad Payiag Ageacy Agreement shall mean the Issuing
and Paying Agency Agreement authorized by the City pursuant to
Section 5.03 of this ResoluCion and entered into by and between
the City and the Paying Agent, as amended from time to time, or
such other agreement as may be entered into by Che City from time
to time which the City deterniines to be in replacement thereof.
Lease shall mean the Arena Lease among the City, the Civic
Center Authority, and Minnesota Hockey Ventures, L.P.
Letter of Representatioa shall mean the Letter of
Representations heretofore executed by the City and the
Depository with respect to the Depository's role with respect to
G1oba1 Certificates.
Outstanding, when used with respect to Bank Notes, shall
mean, as of any particular time, all Bank Notes as to which
amounts shall be payable with respect thereto at such time and,
when used with respect to Commercial Paper Notes, shall mean, as
of any particular time, all Commercial Paper Notes authenticated
and delivered under this Resolution, except Commercial Paper
Notes theretofore canceled by the Paying Agent or defeased
pursuant to Section 7.01 hereof.
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Participants shall mean those financial institutions for
whom the Depository effects book-entry transfers and pledges of
securities deposited and immobilized with the Depository.
Payiag Agent shall mean the Agent appointed pursuant to the
terms of the Issuing and Paying Agency Agreement.
Pricing Committee shall mean a committee Consisting o£ the
Deputy Mayor, Debt Manager, the Treasurer and the Director,
Office oE Financial Services of the City or their designees.
Project Costs shall have the meaning given such term in the
Lease.
Related Agreements shall mean the Dealer Agreement, the
Issuing and Paying Agency Agreement and the Credit Agreement.
Request shall mean a request made, or instructions given, by
telephone or electronic transmission by, or in writing from a
member of the Pricing Committee pursuant to Section 2.03 hereof.
Resolution shall mean this Resolution Authorizing a Taxable
General Obligation Commercial Paper Program adopted by the City
on December 17, 1997, as from time to time amended or
supplemented in accordance with the terms hereof.
Tax TnCrement ACt shall mean Minnesota Statutes, Section
469.174 through 469.179, both inclusive.
Tax InCrement District shall mean the Block 39/Arena
Redevelopment Tax InCrement Financing Di5trict established
pursuant to the Tax InCrement Plan as a"redevelopment district"
pursuant Co Minnesota Statutes, Section 469.174, Subdivision 10a.
Tax InCrement Plan shall mean the tax increment finanCing
plan for the Tax Increment District adopted by the Authority on
September 24, 1997, and approved by the City on September 24,
1997.
Tax Increment Pledge Agreement shall mean the Tax Increment
Pledge Agreement by and between the City and the Authority
pursuant to which the Authority has pledged certain Tax
Increments to the City to pay principal and interest on the
Commercial Paper Notes, the Bank Notes and any temporary bonds
issued pursuant to Section 4.05 hereof.
Tax Iacremeats sha11 mean the tax increments derived from
the Tax Increment District established pursuant to the Tax
Increment Plan.
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Except where the context otherwise requires, words importing
the singular number shall include the plural number and vice
versa, and words importing persons shall include firms, a
associations, corporations, districts, agencies and bodies.
All references in this Resolution to Articles, Sections, and
other subdivisions are to the corresponding Articles, Sections or
subdivisions of this Resolution and the words "herein", "hereof",
"hereunder" and other words of similar import refer to this
Resolution as a whole and not to any particular Article, Section
or subdivision of this Resolution. The headings or titles of the
several Articles and Sections of this Resolution shall be solely
for convenience of reference and shall not affect the meaning,
construction or effect of this Resolution.
SECTION 1.02. Authoritv for this Resolution. This
Resolution is adopted pursuant to the provisions of the Act.
SECTION 1.03. Resolution to Constitute Contract In
consideration of the purchase and acceptance of any and all
Commercial Paper Notes authorized to be issued under this
Resolution by those who shall hold the same from time to time and
in consideration of the agreement of the Banks to make loans
under the Credit Agreement, this Resolution shall be deemed to be
and shall constitute a contract between the City and the Holders
from time to time of the Commercial Paper Notes and the Bank
Notes; and the pledge made in this Resolution shall be for the
equal benefit, protection and security of the Holders of any and
all o£ the Commercial Paper Notes and the Bank Notes Outstanding
at any time, all of which, regardless of the time or times of
their authentication and delivery or maturity, shall be of equal
rank without preference, priority or distinction of any of the
Commercial Paper Notes or of the Bank Notes over any other
thereof except as expressly provided in or permitted by this
Resolution.
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ARTICLE II.
AIITHORSZATION AND GENERAL TERMS AND PROVISION5 OF
CObtZ�RCIAL PAPIsR NOTES; IISB OF PROCEEDS
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SECTION 2.01. Authorizatioa to Borrow aad Issue Commercial
Paper Notes As Evidence Thereof.
1. The City is hereby authorized to borrow and reborrow
from time to time up to $33,500,000 at any one time outstanding
pursuant to this Resolution during the period commencing on the
Effective Date and ending on January 31, 2002 or, if such day is
not a Business Day (as defined in the Credit Agreement), the next
preceding Business Day), for purposes of (i) financing Project
Costs, (ii) paying the principal of, and interest on, maturing
Commercial Paper Notes, and (iii) paying amounts owed under the
Bank Notes. To evidence such borrowing by the City for such
purposes, there is hereby authorized the issuance and sale from
time to time of Commercial Paper Notes of the City, including
renewals thereof, up to a maximum aggregate principal amount
Outstanding at any time of $33,500,000, subject, in all respects,
to the terms and conditions of this Resolution including, without
limitation, subsection 4 of Section 2.02 hereof; provided that
the sum of the aggregate principal amount of the Commercial Paper
Notes and the aggregate principal amount of Bank Notes permitted
to be Outstanding at any time shall not exceed $33,500,000. A
Commercial Paper Note or Bank Note shall not be deemed
Outstanding for purposes of this Section 2.01 if the proceeds of
other Commercial Paper Notes or Bank Notes are available for the
payment thereof. Nothing herein contained shall prohibit the
City from issuing other series of notes or commercial paper notes
pursuant to other resolutions or resolutions supplemental to this
Resolution, all of which the City expressly reserves the right to
do.
SECTION 2.02. Issuance o£ Commercial Paper Notes.
1. The Commercial Paper Notes herein authorized shall be
in suCh denomination or denominations of $100,000 or any larger
integral multiples of 51,000, shall bear such number or numbers,
such date or dates of issue and maturity and such rate or rates
of interest, as shall be specified in a Request given or
delivered to the Paying Agent pursuant to Section 2.03 hereof.
2. The Commercial Paper Notes shall be designated "Taxable
General Obligation Commercial Paper 13otes (Arena PrOjeCt)." The
Commercial Paper Notes shall be dated the date of their issuance,
shall bear interest from their date, and shall be issued in
bearer form, without coupons. Interest on the Commercial Paper
Notes shall be payable on their respective maturity dates.
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Unless the City shall otherwise direct, the Commercial Paper
Notes shall be consecutively numbered.
3. The Commercial Paper Notes shall otherwise have such
terms and conditions as shall be set forth in a Request to be
given or delivered pursuant to Section 2.03 hereof in connection
with the issuance of the Commercial Paper Notes; provided.
however, that unless the City shall adopt an appropriate
supplement to this Resolution amending the following parameters,
each Commercial Paper Note:
(i) shall bear interest at an annual rate
(calculated on the basis of a 365 or 366 day year and on a
basis of actual days elapsed) not in excess of an interest
rate of 15°s per annum,
(ii? sha11 mature not more than 270 days after the
date of issuance thereof, and in no event later than
January 31, 2002 (or, if such day is not a Business Day (as
defined in the Credit Agreement), the next preceding
Business Day), and
(iii) shall have a purchase price of not less than 100%
of the principal amount thereof, less any fee to the Dealer.
4. No CommerCial Paper Note shall be is5ued pursuant to
this Resolution unless, at the time of such issuance, (i) the
aggregate principal amount of all Commercial Paper Notes and all
Bank Notes then Outstanding, after giving effect to (a) the
issuance of Commercial Paper Notes and borrowings with respect to
Bank Notes on such date and (b) the application of the proceeds
thereof by deposit into the CP Note Payment Account or the Debt
Service Account, as the case may be, is equal to or less than the
greater of $33,500,000 and (ii) the aggregate principal amount of
all Commercial Paper Notes Outstanding after giving effect to (a)
the issuance of Commercial Paper Notes and borrowings with
respect to Bank Notes on such date and (b) the application of the
proceeds thereof by deposit into the CP Note Payment Account or
the Debt Service Fund, as the case may be, will be equal to or
less than the unused available amount of the Banks' commitment
under the Credit Agreement. For purposes of this subsection 4 of
this Section 2.03, the proceeds of Commercial Paper Notes and
borrowings with respect to Bank Notes deposited into the CP Note
Payment Account or the Debt Service Account, as the case may be,
shall not be taken into account in the foregoing calculations
unless such proceeds are used on the date of the issuance of the
Commercial Paper Notes to pay maturing Commercial Paper Notes or
Bank Notes, as the case may be.
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5. Notwithstanding anything to the contrary contained
herein, no Commercial Paper Notes shall be issued from and after
(i) the occurrence of any event which terminates the Banks'
commitment to make loans under the Credit Agreement for the
purpose of paying the principal of, and interest on, Coaanercial
Paper Notes issued after the occurrence of such event, or (ii)
receipt by the City and the Paying Agent of No-ISSUance
Instructions from the Agent pursuant to Section 2.1(b) o£ the
Credit Agreement.
6. Upon their original i5suance the Commercial Paper Notes
will be issued in the form of a single Global Certificate for
each maturity, deposited with the Depository by the Purchaser and
immobilized as provided in paragraph 7. No beneficial owners of
interests in the Commercial Paper Note will receive certificates
representing their respective interests in the Commercial Paper
Notes except as provided in paragraph 7. Except as so provided,
during the term of the Commercial Paper Notes, beneficial
ownership (and subsequent transfers of benefiaial ownership) of
interests in the Global Certificates will be reflected by book
entries made on the records of the Depository and its
participants and other banks, brokers, and dealers participating
in the national system. The Depository's book entries of
beneficial ownership interests are authorized to be in increments
of $100,000 of principal of the Commercial Paper Notes, but not
smaller increments, despite the larger authorized denominations
of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the
Paying Agent, and in turn by the Paying Agent to the Depository
or its nominee as the owner of the Global Certificates, and the
Depository according to the laws and rules governing it will
receive and forward payments on behalf of the beneficial owners
of the Global Certificates.
Payment of principal of, premium, if any, and interest on a
Global Certificate may in the City's discretion be made by such
other method of transferring funds as may be requested by the
Holder of a Global Certificate.
7. Pursuant to the request of the Dealer to the
Depository, immediately upon the original delivery of the
Commercial Paper Notes the Dealer will deposit the Global
Certificates representing a11 of the Commercial Paper Notes with
the Depository. The Global Certificates shall be in typewritten
form or otherwise as acceptable to the Depository, shall be
registered in the name of the Depository or its nominee and shall
be held immobilized from circulation at the offices of the
Depository on behalf of the Dealer and subsequent owners. The
Depository or its nominee will be the sole holder of record of
the Global Certificates and no investor or other party
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purchasing, selling or otherwise transferring ownership of
interests in any Commercial Paper Notes is Co 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.
Certificates evidencing the Commercial Paper Notes may not
after their original delivery be transferred or exchanged except:
(i) To any successor of the Depository (or its
nominee) or any substitute depository (a "substitute
depository") designated pursuant to clause (ii) 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,
(ii) To a substitute depository designated by and
acceptable to the City upon (a) the determination by the
Depository that the Commercial Paper Notes shall no longer
be eligible for its depository services or (b) 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 (i) of this subparagraph, or
(iii) To those persons to whom transfer is requested
in written transfer instructions in the event that:
(a) the Depository shall resign or discontinue
its services for the Commercial Paper Notes and the
City is unable to locate a substitute depository within
two (2) months following the resignation or
determination of non-eligibility, or
ib) 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
Holder other than the Depository (or its nominee),
might adversely affect the interest of the beneficial
owners of the Commercial Paper Notes, or (2) that it is
in the best interest of the beneficial owners of the
Commercial Paper Notes that they be able to obtain
certificated bonds,
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in either of which events the City shall notify holders of
its determination and of the availability of certificates
(the "Replacement Commercial Paper Notes").
In the event of a succession of the Depository as may
be authorized by this paragraph, the Paying Agent upon presenta-
tion of Global Certificates shall transfer them to the substitute
or successor depository, and the substitute or successor
depository shall be treated as the Depository for all puzposes
and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor
depository unless the City and the substitute or successor
depository so agree, and a similar agreement may be entered into.
SECTION 2.03. Delivery of Commercial Paper Notes.
1. Prior to the delivery by the Paying Agent of any
Commercial Paper Notes under this Resolution, there shall be
given or delivered, via telephone, telex or any other
communication medium available to the City, the Paying Agent and
the Dealer, a Request of the City executed by a member of the
Pricing Committee instructing the Paying Agent to authenticate
and deliver such Commercial Paper Notes to the Dealer (or any
designee or affiliate thereof) specified, which Request shall
contain instructions with respect to, and approve on behalf of
the City:
(i) the aggregate principal or face amount of
Commercial Paper Notes then to be issued and the
denominations in which they are to be issued,
(ii) the rate of interest with respect to each
Commercial Paper Note,
(iii) the date of each Commercial Paper Note and the
maturity date thereof, and
(iv) the purchase price of each Commercial Paper
Note, which will be 1000 of each Commercial Paper Note, less
any Dealer fee.
2. All oral Requests or Requests given by electronic
transmission (other than by a time-sharing terminal) given as
herein provided shall be confirmed in writing by a member of the
Pricing Committee as promptly as practicable thereafter. Written
Requests and written confirmations of oral or elecCronically
transmitted Requests shall be in substantially the following
form:
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City of Saint Paul, Minnesota
Request Pursuant to
Section 2.03 of the
Resolution Authorizing a Taxable General Obligation
CommerCial Paper Program (Arena Project)
adopted December 17, 1997
No.
1. The City of Saint Paul, Minnesota (the "City") hereby
instructs First Trust National Association, in St. Paul,
Minnesota, as Issuing and Paying Agent (the "Agent") under the
Resolution Authorizing a Taxable General Obligation Commercial
Paper Program (Arena Project) adopted on December 17, ].997 (the
"Resolution"), to authenticate and deliver to Dougherty Summit
Securities LLC its Taxable General Obligation Commercial Paper
Notes (Arena Project), described in Schedule A hereto (the
"Commercial Paper Notes") bearing such dates and in such amounts,
at such interest rates and maturing on such dates as are set
forth in Schedule A attached hereto.
2. The City hereby conEirms that the representations and
warranties of the City set forth in Article VII of the
Resolution, Section 3 of the Dealer Agreement and Article V of
the Credit Agreement are true and correct in all material
respects on and as of the date hereof with the same effect as
though made on and as of the date hereof.
3. The City hereby represents and warrants that no Event
of Default exists under any Related Agreement (as specified in
such documents), that no event has occurred which, with the
passage of time, the giving of notice, or both, would become such
an Event of Default, that the City has performed in all material
respects all of the covenants and agreements that it is required
to have per£ormed under the Resolution and the Related
Agreements, that the issuance and delivery of the Commercial.
Paper Notes has been duly authorized by the City, and that,
immediately after the issuance and delivery of such Commercial
Paper Notes, the principal amount of and interest to maturity on
Commercial Paper Notes outstanding under the Resolution will be
as indicated opposite Item 1 on Schedule A and the available
Commitment under the Credit Agreement at such time will be as
indicated opposite Item 2 on Schedule A.
4. Unless otherwise defined herein, the tez used in this
Request have the respective meanings given to such terms in the
Resolution.
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1 IN WITNESS WHEREOF the undersigned has hereunto set his or
2 her hand this _ day of ,
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5 CITY OF SAINT PAUL, MINNESOTA
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8 By
9 (Authorized Officer)
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Note
Number
TERMS OF COMMfiRCIAL PAPER NOTES
Principal
or Face Date of Interest Maturity
Amount Issuance Rate Date
SCHEDULE A
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Item No. Descriptions
1 Principal Amount of and Interest to
Maturity on Commercial Paper Notes
Outstanding Under the Resolution
2 Available Commitment under the
Credit Agreement
3 Amount authorized by Section
2.01(2) and Section 2.02(4)
4 Expiration Date of Credit Facility
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Fee
Amount
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SSCTION 2.04. Pavment; Execution.
1. The principal of, and interest on, the Commercial Paper
Notes shall be payable in any coin or currency of the United
States of America which, at the respective dates of payment
thereof, is legal tender for the payment of public and private
debts. The principal and interest with respect to Commercial
Paper Notes shall be payable by wire transfer of immediately
available funds upon presentaCion and surrender of such
Commercial Paper Notes at the principal o£fice of the Paying
Agent or designated agents thereof. Payment of interest on the
Commercial Paper Notes shall be made only upon maturity of such
Commercial Paper Notes.
2. The Commercial Paper Notes shall be signed in the name
of the City by the manual or facsimile signature of its Mayor,
attested by the City Clerk, and countersigned by the Director,
Office of Financial Services, its corporate seal having been
intentionally omitted as permitted by law. Tn case any one or
more of the officers who shall have signed or sealed any of the
Commercial Paper Notes shall cease to be such officer before such
Commercial Paper Notes so signed and sealed shall have been
executed and delivered, such Commercial Paper Notes may,
nevertheless, be authenticated and delivered as herein provided,
and may be issued as if the persons who signed or sealed such
Commercial Paper Notes had not ceased to hold such offices. Any
Commercial Paper Note may be signed and sealed on behalf of the
City by such persons as at the time of the execution of such
Commercial Paper Notes shall be duly authorized or hold the
proper office in the City, although at the date borne by the
Commercial Paper Notes such person5 may not have been so
authorized or have held such office.
SECTION 2.05. Form of Co�ercial PaAer Notes. Subject to
the provisions of this Resolution, the Commercial Paper Notes
issued under this Resolution shal.l be substantially in the form
set forth in Article VIii hereof with such appropriate
variations, omissions and insertions as are pexmitted or required
by this Resolution.
SECTION 2.06. Authentication. Only such Commercial Paper
Notes as shall bear thereon a manually executed authentication
signature of an authorized officer or employee of the Paying
Agent or of the AuthentiCating Agent shall be entitled to any
right or benefit under this Resolution, and no Commercial Paper
Note shall be valid or obligatory for any purpose or entitled to
any benefit under this Resolution unless and until an
authentication signature of an authorized officer or employee of
the Paying Agent or of the Authenticating Agent shall have been
duly executed on the Commercial Paper Note. The authentication
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signature of the Paying Agent or of the Authenticating Agent by
such officer or employee upon any such Commercial Paper Note
shall be conclusive evidence that such Commercial Paper Note has
been authenticated and delivered under this Resolution.
SECTION 2.07. Mutilated, Lost, Stolen or Destroyed
Commercial Pa�er Notes. If any Commercial Paper Notes are
mutilated, lost, stolen or destroyed, the City shall execute and
the Paying Agent sha11 authenticate and deliver a new Commercial
Paper Note of like date, maturity and denomination as the
Commercial Paper Note that was mutilated, lost, stolen or
destroyed; provided that (i) in the case o£ any mutilated
Commercial Paper Note, such mutilated Commercial Paper Note shall
first be surrendered to the Paying Agent authenticating such new
Commercial Paper Note, (ii) in the case of any lost, stolen or
destroyed Commercial Paper Note, there shall be first furnished
to the Paying Agent evidence of such loss, theft or destruction
satisfactory to the Paying Agent and the City together with
indemnity satisfactory to the Paying Agent and the City, (iii)
a11 other reasonable requirements of the City are complied with
and (iv) fees and expenses in connection with such transaction
are paid by the Holder or owner of the Commercial Paper Note. In
the event any such lost, stolen or destroyed Commercial Paper
Note shall have matured, instead of issuing a duplicate
Commercial Paper Note the City may pay the same without surrender
thereof; provided that there shall be first furnished to the
Paying Agent evidence of such loss, theft or destruction
satisfactory to the Paying Agent and the City together with
indemnity satisfactory to the Paying Agent and the City. Any
such new Commercial Paper Note issued pursuant to this Section in
substituCion for Commercial Paper Notes al.leged to be destroyed,
stolen or lost shall constitute original additional contractual
obligations on the part of the City, whether or not the
Commercial Paper Notes so alleged to be destroyed, stolen or lost
be at any time enforceable by anyone, and shall be equally
secured by and entitled to equal and proportionate benefits with
all other Commercial Paper Notes issued under this Resolution, in
any moneys or securities held by the City or any Fiduciary for
the benefit of the Holders of the Commercial Paper Notes.
SECTION 2.U8. IIse of Commercial Pager Note Proceeds. A11
Commercial Paper Note proceeds shall be credited by the Paying
Agent to the CP Note Payment Account established pursuant to the
Issuing and Paying Agency Agreement and shall be (i) applied to
the payment of principal of, and interest on, maturing Commercial
Paper Notes, (ii) applied, upon instructions of the City, to the
payment of the principal of and interest on the Bank Notes, or
(iii) transferred to the Construction Account established under
and pursuant to this Resolution for application to the payment of
Project Costs. All proceeds of the Commercial Paper Notes held
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1 pursuant to clauses (i) and (ii) above shall be held in cash and
2 shall not be reinvested.
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ARTICLS I2I.
AIITSORIZATION AND GSNSRAL TERMS AND
PROVISIONS OF BANtC NOTES
SECTION 3.D1. Authorization of Sank Notes; Principal Amount
and Designation of Series.
1. Subject to subsection 2 of this Section 3.01, the City
is hereby authorized to borrow and zeborrow up to $33,500,000
pursuant to the Credit Agreement for the purposes of providing
liquidity support for the Commercial Paper Notes. To evidence
the City's obligation to repay moneys borrowed by the City from
time to time under the Credit Agreement, there is hereby
authorized the issuance from time to time of Bank Notes of the
City up to a maximum aggregate principal amount Outstanding at
any time of $33,500,000, subject, in all respects, to the terms
and conditions of this Resolution, including, without limitation,
subsection 2 of this Section 3.01 and subsection 4 of Section
2.02 hereof; �nrovided that the sum of the aggregate principal
amount o£ the Commercial Paper Notes and the aggregate principal
amount of Bank Notes permitted to be Outstanding at any time
sha11 not exceed $33,500,0�0, subject to the provisions of
subsection 2 of this Section 3.01. Such Bank Notes shall be
designated Taxable General Obligation Bank Notes (Arena Project).
All or a portion of the principal amount of a Bank Note shall not
be deemed Outstanding for purposes of this Section 3.01 to the
extent the proceeds of borrowings under the Credit Agreement or
other Commercial Paper Notes are to be applied toward the payment
thereof.
2. The officers of the City hereinafter authorized pursuant
to Section 5.05 hereof, and each of them, are authorized to
exeCUte and de].iver the Bank Notes, subject to completion thereo£
and to the provisions of this Resolution, and with such changes
therein as the officer executing the same may approve as
necessary or desirable and in the best interest of the City, such
approval and acceptance to be evidenced conclusively by the
execution and delivery of such Bank Notes by such o£ficer, the
other authorized officer of the City is hereby authorized,
empowered and directed to attest such execution and delivery,
provided that such attesting officer shall not have executed such
Bank Notes. The City's corporate seal shall be intentional.ly
omitted as permitted by law.
SECTSON 3.Q2. Execution aad Deliverv, Dates aad
Denominations of 8ank Notes. On or prior to the Effective Date,
the City shall execute, authenticate and deliver to the Agent,
for the account of the Banks, Bank Notes as provided in this
Section 3.02. The Bank Notes shall be dated the date of their
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execution and delivery. Except as provided in Section 3.05
hereof, and except as otherwise may be provided in the Credit
Agreement, a single, separate Bank Note shall be issued on behalf
of each Bank, registered in the name of such Bank. Subject to
the provisions of subsection 2 of Section 3.01 hereof, each Bank
Note shall have a stated maximum principal amount equal to the
commitment under the Credit Agreement for the Bank in whose name
such Bank Note is registered; provided, however, that the
aggregate of the stated maximum principal amounts of all Bank
Notes to be Outstanding at any time shall not exceed the
aggregate principal amount of the Commercial Paper Notes
authorized pursuant to Section 2.01 hereof.
SECTIOI3 3.03. Outstanding Principal Amounts of Bank Notes,
Interest on Bank Notes, Pavment of Bank Notes.
1. The principal amount Outstanding with respect to any
Bank Note at any time shall equal the amount borrowed by the City
under the Credit Agreement from the Bank in whose name such Bank
Note shall be registered, less any prior repayments thereof.
2. Each Bank Note shall bear interest during the same
periods and at the same rates as are applicable to the Loans (as
defined in the Credit Agreement) evidenced by such Bank Note made
by a Bank under and pursuant to the Credit Agreement, determined
as provided in the Credit Agreement.
3. The principal of the Bank Notes, and interest thereon,
shall be payable (and prepayable) at the same times and in the
same amounts as are applicable to the respective Loans (as
defined under the Credit Agreement) evidenced by such Bank Notes
made by the Banks under and pursuant to the Credit Agreement,
determined as provided in the Credit Agreement.
SECTION 3.04. Form of Bank Notes and Schedule of Loan5 and
ReAavments, Completion of Such Schedule.
1. The Bank Notes issued under this Resolution, including
the schedule of loans and repayments attached thereto, shall be
substantially in the form set forth as Exhibit A to the Credit
Agreement with such appropriate variations, omissions and
insertions as are permitted or required by this Resolution or the
Credit Agreement.
2. The Holder of each Bank Note is authorized to record on
the schedule of loans and repayments attached to such Bank Note,
or a continuation thereof, each loan made by such Holder to the
City, the respective dates, amounts, types and maturities thereof
and all repayments of the principal thereof and, prior to any
transfer thereof, appropriate notations to evidence the foregoing
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information shall be endorsed by such Holder on such schedule, or
a continuation thereof; provided, however, that the failure of
such Holder to make any such recordation or endorsement shall not
affect the obligations of the City under such Bank Note or under
the Credit Agreement.
SECTION 3.05. Limitations on Trausfer aad Exchanae of Baak
Notes.
1. Except as hereinafter provided in paragraph 3 of this
Section 3.05, and notwithstanding anything to the contrary
contained in the this Resolution, the Bank Notes shall not be
transferable by the Holders thereo£.
2. Notwithstanding the provisions of paragraph 1 of this
Section 3.05, if and to the extent provided in the Credit
Agreement, any Holder of a Bank Note may, by notice in writing to
the City, request that its loans of a partiaular type be
evidenced by a separate Bank Note in an amount equal to the
aggregate unpaid principal amount of such loans. Upon receipt of
any such request, and upon presentation and surrender by such
Holder of its Bank Note, the City shall execute and deliver to
such Holder, in substitution for the Bank Note so surrendered,
separate Bank Notes in respective principal amounts equal to the
aggregate unpaid principal amounts of the loans of each such
particular type.
3. Notwithstanding the provisions of paragraph 1 of this
Section 3.05, any Holder of a Bank Note may assign its rights
with respect to such Bank Note and its commitment under the
Credit Agreement in accordance with the provisions of the Credit
Agreement. Upon such assignment, and upon presentation and
surrender of such Bank Note, the City shall execute and deliver
to the appropriate person(s), in substitution for the Bank Notes
so surrendered, one or more Bank Notes in an aggregate principal
amount equal to the principal amount of the Bank Note so
surrendered, so as to give effect to such assignment.
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ARTICLE IV.
FDNDS AND ACCOUNTS; SECIIRITY FOR COb1[�SERCIAL PAPER NOTES
AND BANK NOTES
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SECTION 4.01. Fund and Accounts. There is hereby created a
special account designated the "Taxable General Obligation
Commercial Paper Program Fund (Arena Project)" (the '�F'und") to be
administered and maintained by the Treasurer as a bookkeeping
account separate and apart from all other funds maintained in the
official £inancial records of the City. The Fund shall be
maintained in the manner herein specified until the Commercial
Paper Notes, the Bank Notes and any additional temporary bonds
issued pursuant to Section 4.04 hereof and made payable from the
Fund have been paid. There shall be maintained in the Fund two
separate accounts to be designated the "Construction Account" and
"Debt Service Account", respectively.
(1) Construction Account. To the Construction ACCOUnt
there sha11 be credited at Closing $30,000,000 of the proceeds of
the sale of Commercial Paper Notes. The proceeds of the
Commercial Paper Notes held in the Construction Account shall be
disbursed to pay Project Costs in accordance with the terms and
provisions of the Lease. Pending such disbursement, funds in the
Construction Account shall be invested by the City Treasurer in
accordance with the applicable provisions of Minnesota Statutes,
Chapter 118A, as amended. Any investment earnings on the funds
in the Construction Account may be transferred by the City at any
time to the Costs of Issuance Subaccount hereinafter established
in the Construction Account.
(a) Cost of Issuance Subaccount. There is hereby
created within the Construction Account a special subaccount
designated the "Costs of Issuance Subaccount." The City may
deposit in the Costs of Issuance Subaccount any investment
earnings on amounts deposited in the Construction Account.
Funds in the Costs of Issuance Subaccount may be used and
withdrawn by the City to pay costs of issuance of the
Commercial Paper Notes or Bank Notes or may be transferred
to the Debt Service Account and used to pay principal or
interest on maturing Commercial Paper Notes or Bank Notes.
(2) Debt Service Account. There are hereby irrevocably
appropriated and pledged to, and there shall be credited to, the
Debt Service ACCOUnt: (a) any Tax Increments received by the
City pursuant to the Tax Increment Pledge Agreement to pay the
principal and interest paymenCs on the Commercial Paper Notes or
Bank Notes; (b) such amount of the proceeds of the sale of
Commercial Paper Notes as are determined by the Pricing Committee
as necessary to fund capitalized interest; (c) the proceeds of
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any additional temporaxy bonds or definitive bonds issued by the
City to refund the Commercial Paper Notes or Bank Notes; (d) any
collections of taxes which may hereafter be levied in the event
that the Tax Increments and other sums, including the proceeds of
additional temporary bonds or definitive bonds herein pledged to
the payment of the Commercial Paper Notes, Bank Notes or other
temporaiy bonds are insufficient therefor; (e) all investment
earnings on funds held in the Debt Service Account; and (f) any
and all other moneys which are properly available and are
appropriated by the governing body of the City to the Debt
Service Account. The Debt Service Account shall be used solely
to pay the principal and interest of the Commercial Paper Notes
or Bank Notes, or any additional temporary bonds issued by the
City and made payable from the Debt Service Account.
SECTION 4.02. Pledqe of Tax Increments. The City hereby
appropriates, to the extent and subject to the limiCations of the
Tax Increment Act, to the Debt Service Account, the Tax
Increments received by the City from the Authority pursuant to
the Tax Increment Pledge Agreement, which appropriation shall
continue until a11 of the Commercial Paper Notes and Bank Notes,
and any other general obligation temporary bonds issued by the
City and made payable from the Debt Service Account, are paid or
discharged. The City hereby expressly reserves the right to use
the Ta�c Increments to finance costs set forth in the Tax
Increment Plan not financed by the Commercial Paper Notes.
Notwithstanding any provisions herein to the contrary, the City
reserves the right to terminate, reduce, or apply to other lawful
purposes the Tax Increments herein pledged to the payment of the
Bonds and interest thereon to the exCent and in the manner
permitted by law.
SECTIOAI 4.03. Pled4e of Tax Inaremeats and Full Faith and
Credit Tax Increments derived from the Tax Increment District
are hereby pledged to the payment of the Commercial Paper Notes,
the Bank Notes and any other additional temporary bonds hereafter
issued and made payable from the Debt ServiCe Account. The
estimated collection of Tax Increments exceeds twenty percent
(20°s) of the Project Costs financed by the Commercial Paper
Program. For the prompt and full payment of the principal of and
interest on the Commercial Paper Notes, the Bank Notes any other
additional temporary bonds or definitive bonds hereafter issued
and made payable from the Debt Service Account, as the same
respectively become due, the full faith, credit and taxing powers
of the City sha11 be and are hereby irrevocably pledged. If the
balance in the CP Note Payment ACCOUnt or Debt ServiCe Account is
ever insufficient to pay all principal and interest then due on
the Commercial Paper Notes, the Bank Notes, any other additional
temporary bonds hereafter issued and made payable from the Debt
Service Account, the deficiency shall be promptly paid out of any
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other accounts of th
and such other funds
Debt Service Account
therein.
e City which are available for such purpose,
may be reimbursed without interest from the
when a sufficient balance is available
SSCTION 4.04. AnDlication of Moaevs ia Debt Service
Account.
1. Amounts in the Debt Service Account shall be applied to
the payment of the principal of, and interest on, the Commercial
Paper Notes and to the payment of the principal o£, or interest
on, the Bank Notes when due, as £urther provided in this Section
4.04.
2. To the extent moneys are not available on any date in
the CP Note Payment Account from the proceeds of Commercial Paper
Notes, borrowings under the Credit Agreement or other lawful
sources to pay the full principal of, and interest on, Commercial
Paper Notes maturing on such date, then the City shall, by
telephone, telex, telecopier or other telecommunications device,
direct the Paying Agent to pay out of the Debt 5ervice Account,
and upon such direction the Paying Agent shall deposit in the CP
Note Payment Account, the amount of such difference. Such
direction shall prompCly be confirmed in writing by an Authorized
Officer.
3. To the extent moneys are not available on any date in
the CP Note Payment Account from the proceeds of Commercial Paper
Notes or other lawful sources to pay the principal of, or
interest on, the Bank Notes maturing on such date, then the City
shall, by telephone, tielex, telecopier or other telecommunica-
tions device, direct the Paying Agent to pay out of the Debt
Service Account, and upon such direction the Paying Agent shall
pay, to the Holders of such Bank Notes the amount of such
difference. Such direction shall promptly be confirmed in
writing by an Authorized Officer. In making the payments
provided for in this paragraph 3, the Paying Agent may rely upon
written statements from the Agent as to the principal of, or
interest on, Bank Notes. Payments in respect of the Bank Notes
shall be made to the Agent for distribution to the Holders of the
Bank Notes.
SECTION 4.05. Additional Temporary Bonds.
To provide money for the prompt and full payment of the
principal and interest on the Commercial Paper Notes or the Bank
Notes, if and to the extent that the principal and interest on
the Commercial Paper Notes and Bank Notes cannot be paid from
other sources herein pledged or appropriated for such purpose,
Che City may issue one or more issues of general obligation
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temporary bonds maturing not more than three years from their
date of issuance and in no event later than six years after the
date of original issuance of the Commercial Paper Notes. The
aggregate principal amount of any additional temporary bonds,
together with any outstanding Commercial Paper Notes or Bank
Notes, shall not exceed $33,500,000. The Pricing Committee
hereby is authorized to negotiate the sale of the additional
temporary bonds, to determine the redemption provisions, maturity
dates and to set the interest rate or rates to be borne thereby;
provided that no interest rate shall exceed fifteen percent
(15.00°s) per annum.
STCTION 4.06. Definitive Bonds
To further provide moneys for the prompt and full payment of
principal and interest on the Commercial Paper Notes, the Bank
Notes or any additional temporary bonds issued pursuant to
Section 4.05 hereof (collectively, the "Temporary Bonds"?, the
City shal], issue and sell definitive bonds, at or prior to the
final maturity date of the Temporary Bonds issued hereunder, in
such amounts as are needed to pay the principal and interest then
due on said Temporary Bonds after the application and the
appropriation of such other munioipal funds as are properly
available for such purpose. The Council hereby finds, determines
and declares that the estimated collections of other revenues Co
be received before the maturity date of the Temporary Bonds,
together with the proceeds of any definitive bonds to be issued
at or before said maturity date, and other revenues p7,edged for
the payment of said Temporary Bonds and the interest thereon will
equal the principal and interest requirements of said Temporary
Bonds as the same become due.
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ARTICLE V.
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INITIAL RELATI3D
SECTION 5.01. Credit Aareement. The Credit Agreement in
the form presented at this meeting is approved in substantially
the form attached hereto as Exhibit A, subject to and with such
changes therein as the Treasurer or Director, Office of Financial
Services, of Che City may approve as necessary or desirable, such
approval to be conclusively evidenced by the execution thereof.
The Mayor, Director, Office of Financial Services and Clerk are
hereby authorized to execute the Credit Agreement, with such
changes therein as the Treasurer or Director, Office of Financial
Services, may approve as aforesaid, and to deliver the Credit
Agreement to the Banks.
SECTION 5.02. Dealer Acrreemeat. The Dealer Agreement
presented at this meeting is approved in substantially the form
attached hereto as Exhibit B, subject to and with such changes
therein as the Treasurer or Director, Office of Financial
Services, may approve as necessary or desirable, such approval to
be conclusively evidenced by the execution thereof. The Mayor,
Director, Office of Financial Services, and Clerk are hereby
authorized to execute the Dealer Agreement, with such changes
therein as the Treasurer or Director, Office of Financial
Services, may approve as aforesaid, and to deliver the Dealer
Agreement to the Dealer.
SECTION 5.03. Issuina and Paving Aqency Acrreement. The
Issuing and Paying AgenCy Agreement in the form presented at this
meeting is approved in substantially the form attached hereto as
Exhibit C, subject to and with such changes therein as the
Treasurer or Director, Office of Financial Services, of the City
may approve as necessary or desirable, such approval to be
conclusively evidenced by the execution thereof. The Mayor,
Director, Office of Financial Services, and Clerk are hereby
authorized to execute the Issuing and Paying Agency Agreement,
with such changes therein as the Director, Office of Financial
Services or Treasurer may approve as aforesaid, and to deliver
the Issuing and Paying Agency Agreement to the Paying Agent.
SECTION 5.04. Tax Increment Pledae Aareement. The Tax
Increment Pledge Agreement presented at this meeting is approved
in substantially the form attached hereto as Exhibit D, subject
to and with such changes therein as the Treasurer or Director,
Office of Financial Services, may approve as necessary or
desirable, such approval to be conclusively evidenced by the
execution thereof. The Mayor, Director, Office of Financial
Services, and Clerk are hereby authorized tio execute the Tax
Increment Pledge Agreement, with such changes therein as the
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Treasurer or Director, Office of Financial Services, may approve
as aforesaid, and to deliver the Dealer Agreement to the Dealer.
SSCTION 5.05. Offerina Memorandum. The offering memorandum
(the "Offering Memorandum") in substantially the form provided at
this meeting be and it hereby is approved in substantially the
form attached hereto as Exhibit E, subject to such changes
therein as the fireasurer or Director, Office of Financial
Services may approve as necessary or desirable, such approval to
be conclusively evidenced by the delivery of the Offering
Memorandum to the Dealer, the Treasurer or the Director, Office
of Financial Services, are authorized to deliver the Offering
Memorandum to the Dealer.
SECTION 5.06. Officers Authorized to Execute and Deliver
Bank Notes. The Mayor and the Director, Office of Financial
Services, of the City are each hereby authorized to execute the
Bank Notes on behalf of the City, subject to completion thereof,
and with such changes therein as such officers may approve as
necessary and desirable and in the best interest of the City,
such approval to be conclusively evidenced by the execution and
delivery thereof. The seal of the City may be omitted from the
Bank Notes as permitted by law. Such officers are each hereby
authorized to deliver such Bank Notes on behalf of the City.
to do such other acts and things, as may be necessary or
advisable in connection with the execution and delivery of the
Initial Related Agreements, the Bank Notes, the delivery of the
Offering Memorandum to the Dealer, the sale and issuance from
time to time of the Commercial Paper Notes, the deposit and
SECTION 5.07. Authorized Officers. The Mayor, Clerk,
Treasurer, Director, Office of Financial ServiCes, or any other
officer, employee or agent of the City as shall hereinafter be
designated by resolution o£ the City, be, and they hereby are,
and each of them hereby is, authorized to take such action as may
be required to be taken by Authorized Officers hereunder and
under the Initial Related Agreements, to execute such doCUments,
instruments and papers, and to operate, such bank accounts, and
investment of the proceeds thereof and the delivery of amendments
and/or supplements to the Otfering Memorandum to the Dealer from
time to time.
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ARTICLE V2.
, WARRANTISS APID AGRBEMR�iTS OF
THE City
The City hereby represents, warrants and agrees with the
Trustee and the Holders ot the Commercial Paper Notes as follows:
SSCTION 6.01. Pavment of Commercial Paner Piotes. The City
shall duly and punetually pay or cause to be paid principal and
interest on each of the Commercial Paper Notes at the dates and
places and in the manner mentioned in the Commercial Paper Notes,
according to the true intent and meaning thereof. For the
purpose of providing for the payment of the principal and
interest on Outstanding Commercial Paper Notes on the date that
the same shall become due and payable, the City, on or prior to
such date, and if on such date, no later than 2:00 P.M., New York
time, will pay or cause to be deposited in the Debt Service
Account an amount which, together with other amounts then on
deposit in such Debt Service Account or on deposit in the CP Note
Payment Account, wi11 be sufficient and available to make such
payment on such date.
SECTION 6.02. Office for ServicinQ Cou¢nercial Paper Notes.
The City shall at all times maintain an agency in New York, I3ew
York, where Commercial Paper Notes may be presented for payment.
The City shall at all times maintain an agency in New York, New
York, where notices, demands and other documents may be served
upon the City in respect of the Commercial Paper Notes or of this
Resolution. The City hereby appoints tihe Paying Agent as the
Sond Registrar to maintain an agency for the registration,
transfer or exchange of Commercial Paper Notes, and for the
service upon the City of such notices, demands and other
documents.
SECTION 6.03. Further Assurance. At any and all times the
City shall, as far as it may be authorized by law, comply with
any reasonable request of the Paying Agent to pass, make, do,
execute, acknowledge and deliver, all and every such further
resolutions, acts, deeds, conveyances, assignments, transfers and
assurances as may be necessary or desirable for the better
assuring, conveying, granting, pledging, assigning and confirming
all and singular the rights, moneys, securities and funds hereby
pledged or assigned, or intended so to be, or which the City may
become bound to pledge or assign.
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SECTION 6.04. Power to Issue Commercial Paper Notes. The
City is duly authorized under all applicable laws to create and
issue the Commercial Paper No�es, to adopt this Resolution and to
pledge the full faith and credit of the City to the payment of
the Commercial Paper Notes. The Commercial Paper Notes and the
provisions of the Resolution are and will be the valid and
legally enforceable obligations of the City in accordance with
their respective terms.
SECTION 6.05. Performance of Covenants. The City will
faithfully perform at all times any and all covenants, under-
takings, stipulations and provisions contained in this Resolution
and in any and every Commercial Paper Note and Bank Note
executed, authenticated and delivered hereunder.
SECTION 6.06. Maintenance of Outstanding Commitment.
1. The City covenants and warrants that it will at all
times maintain an available commitment under the Credit Agreement
at least equal to the principal of the Outstanding Commercial
Paper Notes.
2. The City covenants that it will not substitute another
liquidity support agreement for the Credit Agreement then in
etfect, nor will it permit or allow any Bank to assign all or any
part of its obligation to make loans under the Credit Agreement
unless, in any such case, prior to such substitution or
assignment, as the case may be, the City shall have received
written evidence from each rating agency then rating the
Commercial Paper Notes to the effect that such substitution or
assignment, as the case may be, will not, by itself, result in a
reduction, withdrawal or suspension of such rating agency's
ratings of the Commercial Paper Notes from those which then
prevail.
SECTION 6.07. General.
1. The
performed all
or on behalf
Resolution.
City shall do and perform or cause to be done and
acts and things required to be done or performed by
of the City under the provisions of the Act and this
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1 2. Upon the date of authentication and delivery of any of
2 the Commercial Paper Notes or Bank Notes, all conditions, acts
3 and things required by law and this Resolution to exist, to have
4 happened and to have been performed precedent to and in the
5 issuance of such Commercial Paper Notes and Bank Notes shall
6 exist, have happened and have been performed and the issue of
7 such Commercial Paper Notes or Bank Notes, together with all
8 other indebtedness of the City, shall comply in all respects with
9 the applicable laws of the State of Minnesota and the City
10 Charter.
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ARTICLE VII.
MISCELLANEOIIS
Section 7.01. DefeasaaCe
1. If the City shall pay or cause to be paid, or there
shall otherwise be paid, to the Holder of any Commercial Paper
Note the principal and interest due or to become due thereon, at
the times and in the manner stipulated therein and in this
Resolution, then the pledge of funds, moneys and securities
pledged under this Resolution with respect to such Commercial
Paper Note and all covenants, agreements and other obligations of
the City to such Holder, shall thereupon cease, tenninate and
become void and be discharged and satisfied. If the City shall
pay or cause to be paid, or there shall otherwise be paid, to the
Holders of all Commex�cial Paper Notes the principal and interest
due or to become due thereon, at the times and in the manner
stipulated therein and in this Resolution, then the pledge of
moneys and securities pledged under this Resolution and all
covenants, agreements and other obligations of the City to the
Holders of the Commercial Paper Notes, shall thereupon cease,
terminate and become void and be discharged and satisfied_
2. Al1 or any portion of the Commercial Paper Notes shall
be deemed to have been paid within the meaning and with the
effect expressed in paragraph 1 of this Section 7.01 if there
shall have been deposited with the Paying Agent either monies in
an amount which shall be sufficient, or securities of the type
enumerated in Minnesota Statutes, Section 475.67, the principal
of and the interest on which when due will provide monies which,
toqether with the monies, if any, deposited with the Paying Agent
at the same time, shall be sufficient, to pay when due the
principal of and interest due on said Commercial Paper Notes on
the maturity date thereof.
SBCTION 7.02. No Personal Recourse on Commercial Paper
Notes. No member of the City and no officer, agent or employee
of the City shall be individually or personally liable for the
payment of the principal or interest on the Commercial Paper
Notes.
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1 ARTICLE VIII.
2
3 FORM OF CObIDSERCIAL PAPER NOTS
4
5
6 SECTION 8.01. Form o£ Commercial Paoer Note. The form of
7 the Commercial Paper Notes shall be of substantially the follow-
8 ing tenor with such variations, omissions and insertions as are
9 required or permitted by this Resolution:
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[COMMERCIAL PAPER NOTE FORMj
IINITBD 5TATES OF AMERICA
STATB OF MIIQNESOTA
CITY OF SAINT PAIIL, RAMSEY COIINTY
Note Number
$
TAXABLE GAQSRAL OBLIGATION COMi��RCIAL
PAPER NOTT (ARENA PROJECT)
Issue Date:
Iaterest Rate: Interest Amount:
%
On , for value received, CITY OF SAINT
PAUL, MINNESOTA (the "City") promises to pay to the Bearer, by
wire transfer of immediately available funds, the sum of
U.S. Dollars upon
presentation and surrender of this Note at the offices of First
Trust National Association (the "Issuing and Paying Agent"), 100
Wall Street, 20th Floor,
Attention: Commercial Paper Operations Manager
(or at such other address or addresses as the Issuing and Paying
Agent may elect upon written notice to the City). Such payment
will be made on the same day as presentation and surrender of
this NoCe to the Issuing and Paying Agent (or, if such day is a
legal holiday or a day on which banking institutions in the ciCy
in which the principal office of the Issuing and Paying Agent are
authorized by law to remain closed, on the next succeeding day
that is not a legal holiday or a day on which banking
institutions in the city in which the principal office of the
Issuing and Paying Agent are authorized by law to remain closed)
if this Note is presented and surrendered to the Issuing and
Paying Agent at or prior to 3:00 P.M., New York City time, on
such date; if this Note is presented and surrendered to the
Issuing and Paying Agent after 3:00 P.M., New York City time, on
any day, such payment will be made on the next succeeding day
that is not a legal holiday or a day on which banking
institutions in the city in which the principal office of the
Issuing and Paying Agent are authorized by law to remain closed.
Interest has been computed on the basis of actual days
elapsed and on the basis of a 365 or 366 day year. No interest
will accrue after maturity.
This Note is one of the notes of the City known as Taxable
General Obligation Commercial Paper Notes (Arena Project) (the
369958.4
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'�Notes"), authorized for issuance, from time to time, pursuant to
the Resolution Authorizing A Ta�cable General Obligation
Commercial Paper Program (Arena Project) adopted by the City on
December 17, 1997 (the "Resolution"), up to but not exCeeding
$33,500,000 in aggregate principal amount at any one time
outstanding, or such lesser amount of similar short-term
indebtedness as may be permitted to be issued and outstanding
thereunder pursuant to the provisions of the Minnesota Statutes,
Chapter 475, and Minnesota Statutes, Sections 469.174 through
469.179, as amended (the "Act"), and other applicable provisions
of law, to pay for Project Costs (as defined in the Resolution),
and to pay amounts owed under the Sank Notes in accordance with
the Credit Agreement dated as of January _, 1998, among the
City, Norwest Bank Minnesota, National Association, and such
other Banks as may become party thereto from time to time and
Norwest Bank Minnesota, National Association, as agent for the
Banks thereunder, or such other credit agreement as is permitted
by the Resolution (the '�Credit Agreement��). Capitalized terms
not otherwise defined herein shall have the meanings given to
such terms in the Resolution.
The City is required by law to issue additional temporary
bonds or definitive bonds at or prior to the maturity of this
Note for the purpose of refinancing, the same if the other funds
which are properly available and are appropriated by the CiCy
Council are not sufficient for the payment thereof. This Note
constitutes a general obligation of the City, and to provide
moneys for the full and prompt payment of its principal and
interest when the same becomes due, the full faith and credit and
taxing powers of the City have been and are hereby irrevocably
pledged.
IT IS HEREBY CERTIFIED AND RECITED that all acts, Conditions
and things required by the Constitution and laws of the State of
Minnesota and Charter of the City to be done, to happen and to be
performed, precedent to and in the issuance of this Note, have
been done, have happened and have been performed, in regular and
due form, time and manner as required by law, and this Note,
together with all other debts of the City 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, charter or statutory limitation of indebtedness.
This Note shall not be entitled to any benefit under the
ResoluCion or be valid or become obligatory for any purpose until
this Note shall have been authenticated by the execution by the
Issuing and Paying Agent of the Certificate of Authentication
hereon.
369958.4 3 3
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IN WITNESS WSEREOF, the City of Saint Paul, Minnesota, has
caused this Note to be signed in its name and on its behalf by
the manual or facsimile signature of its Mayor, attested by its
Clerk and countersigned by its Director, O£fice of Financial
Services, and its corporate seal having been intentionally
omitted as provided by law.
Countersigned for
Authentication only:
CITY OF SAINT PAIIL, RAMSEY COIINTY,
MINNESOTA
Mayor
Attest:
City C1erk
FIRST TRIIST NATIONAL Countersigned:
ASSOCIATION,
as Issuing and Paying
Agent
By
Authorized Signature
369958.4
Director, Office of Financial Services
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ARTICLE IX.
MISCELLANEOIIS
SECTION 9.01. Severabilitv. If any one or more of the
covenants or agreements provided in this Resolution, the Related
Agreements, the Bank Notes or the Commercial Paper Note5 should
be held contrary to law, then such covenants or agreements shall
be deemed severa.ble from the remaining covenants and agreements
of this Resolution, the Related Agreements, the Bank Notes or the
Commercial Paper Notes, as the case may be and sha7.1 in no way
affect the validity of the other provisions of this Resolution,
the Related Agreements, the Bank Notes or the Commercial Paper
Notes.
SECTION 9.02. Reaistration. The City Clerk is hereby
directed to file a certified copy of this resolution with the
Director, Department of Property Taxation, of Ramsey County
Minnesota, together with such other information as he shall
require, and to obtain from said Auditor his certificate that
said Commercial Paper Notes have been entered in the said
Auditor�s Bond Register.
SECTION 9.03. Governincr Law. This Resolution shall be
governed by, and construed in accordance with, the laws of the
State of Minnesota.
SECTION 9.04. Effective Date This Resolution shall be
effective upon adoption by the City Council.
369958.4
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SECTION 9.04. Effective Date. This Resolution shall be
effective upon adoption by the City Council.
Adopted by Council: Date ��•-�� �`�q'7
Adoptio Cert'rfied by Cou�cil Secretary
ay: �.s.�� 1� .r.��...---- c
Approved by Mayor. Date
By:
Requested by Department of:
Office of Financial Services
ey' � �'ln ""`._-`
Form Appr e b City �e
By: _�
�/�
�... ..�t��- .J% . . .
/. . / �
�
Financial Services
� PERSON & PHONE
\\\` S�-u.SJ
\i�l �
DqTE INITIATED
,99� I GREEN SHEET
FOR
TOTAL # OF SIGNATURE PAGES 1
�1'rl'1'� � z'
pEPARTMENT pRECfOP
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No 60936
LRYCd111CIL
❑ L�,,�, ❑
2 CrtYPiTOxNE/ GIYCLERK _�
❑ iRWlMJ4LSE0.V10E5qR ❑ RIFNCIpLSERY(4CCT0
� MnmRfoR4S515TANT) ❑
_ (CLIP ALL LOCATIONS FOR SIGNATURE)
authorizmg a Taxable General Obligatlon Commercial Paper Prog2m for the Arena Pro�ec[.
PLANNING CAMMISSION
q6 COMMITTEE
GIVIL SERVICE CAMMISSION
PERSONAL SERVICE CONTRACTS MUST ANSWER iHE FOLLOWING Q
1 Has this person)firtn eve� wo�ketl under a coM2ci tor [his tlepartment?
YES N�
Has this perso�tfirm ever heen a cM1Y emPloYee?
YES NO
�oe; th�s Persontfrm Mssess a sWU not no�maily possessetl 6Y anY curtent ciry emPbYee7
VES NO
Is this persoNfirtn a targeted ventloh
YES NO
�Explain all yes answers on separate sheet and attach to green sheet
fING PROBLEM ISSUE, OPPORTUNITY (Who, What, When, Whe�e, Why)
bonds are for the purpcse ot fu�ug the Qtys portion ot the costs M cons[nic4on antl eqwpp�ng of a new areira ad7aceM to the RiverCerit*e compiex
�, pnmary sources of revenue to repay any obligahons issued to fnance the CRy Gontnbu[ion will not 6e a�aAable uMil the construction of the new arena is completeq R is recommerMed
issue temporery obligations which wdl be repaid with the proceeds W deflndrve obhgahons aMiapated to he issued dunng the altowable temporary penotl
Paper was deemed to provitle the 9reatest flenbihty fo� temporary fnanang
m place for the CRy contnbWOn to the arena pro}ect
��i ; �y�}'
i's�v � "1 19�1
wrrtnbutlon to the prqect wAI not have financing
AMOUNT OF TRANSACTION S
FUNDING SOURCE
COSTiREVENUE BUDGETED (CIRCLE ONE)
ACTNITY NUMBER
YES NO
FINpNCULL INFORMNTION (E%PW N)
� ..
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� TM
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Green Sheet # GOq_,_'��
MINNESOTA
Committee: Date
AUTHORIZING A TAXABLE GENERAL
OBLIGATION CObIBSERCIAL PAPER PROGRAbI
AND AIITHORIZING THl3 ISSIIANCE OF
TAXABLS GENERAL OBLIGATION COMMERCIAL PAPER NOTES
(ARENA PROJECT) AND
TAXABLE GENERAL OBLIGATION BANK NOTES (2:RENA PROJECT)
IO
WHERfiAS, the City of Saint Paul, Minnesota (the "City") has
agreed pursuant to an Arena Lease among the City, its Civic
Center Authority and Minnesota Hockey Ventures, Group LP to
contribute $30,000,000 (the "City Contribution") to pay a portion
of the costs of construction and equipping of a new arena as a
part of the RiverCentre Complex;
WHEREAS, the primary 5ources of revenue to repay any
obligations issued to finance the City Contribution will not be
available until the construction of the new arena is completed
and therefore the City has determined to issue temporary
obligations to finance the City Contribution, which temporary
obligations will be repaid with the proceeds of definitive
obligations anticipated to be issued on or before the final
maturity date of the Commercial Paper Notes (as hereinafter
defined), by the City pursuant to a separate resolution of the
City Council;
WSEREAS, the City has determined that it is desirable to
issue the temporary obligations under a commercial paper program
as hereinafter more fully set forth, which program involves the
369958.4
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issuance of commercial paper notes maturing in 270 days or less,
with a final maturity date not later than six years after their
date of original issuance; and
WHEREAS, pursuant to Minnesota Statutes, Section 475.60,
Subd. 2(b), the requirement of a public sale does not apply to
the sale of commercial paper notes since the interest thereon is
not excluded from gross income for purposes of federal income
taxation;
WHEREAS, it is in the best interests of the City that the
commercial paper notes be issued in book-entry form as
hereinafter provided.
NOW, THEItEFORE, BE IT RESOLVED by the City Council o£ the
City of Saint Paul, Minnesota as follows:
ARTICLE I.
DEFINITIONS AND AUTHORITY
SECTION 1.01. Definitions The terms defined in this
Article (except as otherwise herein expressly provided or unless
the Context otherwise requires) for all purposes of this
Resolution Authorizing a Taxable General Obligation Commercial
Paper Program (the "Resolution") shall have the following
respective meanings:
Act shall mean Minnesota Statutes, Chapter 475, as amended,
and Minnesota Statutes, Section 469.174 through 469.179, both
inclusive, as amended.
Agent shall mean Norwest Bank Minnesota, National
Assoaiation, or any bank designated as Agent for the Banks under
the Credit Agreement.
Authority shall mean the Housing and Redevelopment Authority
of the City of Saint Paul, Minnesota.
Authorized Officers, when used with respect to Commercial
Paper Notes or Bank Notes, shall mean the Authorized Officers
designated pursuant to Section 5.06 hereof.
Banks shall mean Norwest Bank Minnesota, National
Association, and its respective successors and assigns under the
Credit Agreement and any other banks with which the City may
enter into a liquidity support agreement similar to the Credit
Agreement from time to time.
369958.4
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Baak Notes shall mean the Taxable General Obligation Bank
Notes (RiverCentre Arena Project) of the City authorized to be
issued pursuant to Article III o£ this Resolution.
Sond Registrar, when used with respect to the Commercial
Paper Notes, sha11 mean the Paying Agent and, when used with
respect to the Bank Notes, shall mean the City.
City shall mean the City of Saint Paul, Minnesota.
Closiag Date shall mean the date of issuance of the first
series of Commercial Paper Notes under this Resolution pursuant
to SeCtion 2.03 hereof.
Commercial Paper I�Iotes sha11 mean the Taxable General
Obligation Commercial Paper Notes (Arena Project) of the City
authorized to be issued and sold pursuant to this Resolution.
CP Note Payment Account shall have the meaning set forth in
Section 6 of the Issuing and Paying Agency Agreement.
Credit Agreement shall mean the Credit Agreement authorized
by the City pursuant to Section 5.01 of this Resolution and
entered into among the City, Norwest Bank Minnesota, National
Association, and such other Banks as may become party thereto
from time to time and Norwest Bank Minnesota, National
Association, as agent for the Banks thereunder, as amended from
time to time, or such other Credit agreement which the City
determines to be in replacement thereof or supplemental thereto
as may be entered into by the City from time to time with one or
more banks each having a capital surplus and undivided profits of
not less than $150,000,000.
Dealer shall mean Dougherty Summit Securities LLC, as the
exclusive dealer designated pursuant to the Dealer Agreement and
any other person with which the City may enter into a dealer
agreement from time to time.
Dealer Agreement shall mean the Dealer Agreement authorized
by the City pursuant to Section 5.02 of this Resolution and
entered into by and between the City and Dougherty Summit
SeCUrities LLC, as such Dealer Agreement may be amended from time
to time, or such other dealer agreement which the City determines
to be in replacement thereof.
Debt Service Account shall mean the account established
pursuant to Section 4.01 hereof.
Depository shall mean The Depository Trust Company, a
limited purpose trust company organized under the laws of the
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State of New York, or any of its successors or successors to its
funetions hereunder.
Effective Date shall have the meaning given to such term in
the Credit AgreemenC.
Fiduciary or Fiduciaries, when used with respect to
Commercial Paper Notes, shall mean the Paying Agent, the Bond
Registrar or the Authenticating Agent, or any or all of them, as
may be appropriate.
Global Certificate, shall mean one Certificate representing
the entire principal amount of the Commercial Paper Notes due on
a particular maturity date.
Holder, when used with respect to Commercial Paper Notes,
shall mean any person who shall be the bearer of any Commercial
Paper Note and, when used with respect to the Bank Notes, shall
mean any person who shall be the holder of any Bank Note.
Initial Related Agreement5 shall mean the Dealer Agreement,
the Issuing and Paying Agency Agreement, and the Credit Agreement
authorized pursuant to Article V hereof.
Issuing aad Payiag Ageacy Agreement shall mean the Issuing
and Paying Agency Agreement authorized by the City pursuant to
Section 5.03 of this ResoluCion and entered into by and between
the City and the Paying Agent, as amended from time to time, or
such other agreement as may be entered into by Che City from time
to time which the City deterniines to be in replacement thereof.
Lease shall mean the Arena Lease among the City, the Civic
Center Authority, and Minnesota Hockey Ventures, L.P.
Letter of Representatioa shall mean the Letter of
Representations heretofore executed by the City and the
Depository with respect to the Depository's role with respect to
G1oba1 Certificates.
Outstanding, when used with respect to Bank Notes, shall
mean, as of any particular time, all Bank Notes as to which
amounts shall be payable with respect thereto at such time and,
when used with respect to Commercial Paper Notes, shall mean, as
of any particular time, all Commercial Paper Notes authenticated
and delivered under this Resolution, except Commercial Paper
Notes theretofore canceled by the Paying Agent or defeased
pursuant to Section 7.01 hereof.
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Participants shall mean those financial institutions for
whom the Depository effects book-entry transfers and pledges of
securities deposited and immobilized with the Depository.
Payiag Agent shall mean the Agent appointed pursuant to the
terms of the Issuing and Paying Agency Agreement.
Pricing Committee shall mean a committee Consisting o£ the
Deputy Mayor, Debt Manager, the Treasurer and the Director,
Office oE Financial Services of the City or their designees.
Project Costs shall have the meaning given such term in the
Lease.
Related Agreements shall mean the Dealer Agreement, the
Issuing and Paying Agency Agreement and the Credit Agreement.
Request shall mean a request made, or instructions given, by
telephone or electronic transmission by, or in writing from a
member of the Pricing Committee pursuant to Section 2.03 hereof.
Resolution shall mean this Resolution Authorizing a Taxable
General Obligation Commercial Paper Program adopted by the City
on December 17, 1997, as from time to time amended or
supplemented in accordance with the terms hereof.
Tax TnCrement ACt shall mean Minnesota Statutes, Section
469.174 through 469.179, both inclusive.
Tax InCrement District shall mean the Block 39/Arena
Redevelopment Tax InCrement Financing Di5trict established
pursuant to the Tax InCrement Plan as a"redevelopment district"
pursuant Co Minnesota Statutes, Section 469.174, Subdivision 10a.
Tax InCrement Plan shall mean the tax increment finanCing
plan for the Tax Increment District adopted by the Authority on
September 24, 1997, and approved by the City on September 24,
1997.
Tax Increment Pledge Agreement shall mean the Tax Increment
Pledge Agreement by and between the City and the Authority
pursuant to which the Authority has pledged certain Tax
Increments to the City to pay principal and interest on the
Commercial Paper Notes, the Bank Notes and any temporary bonds
issued pursuant to Section 4.05 hereof.
Tax Iacremeats sha11 mean the tax increments derived from
the Tax Increment District established pursuant to the Tax
Increment Plan.
369958.G S
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Except where the context otherwise requires, words importing
the singular number shall include the plural number and vice
versa, and words importing persons shall include firms, a
associations, corporations, districts, agencies and bodies.
All references in this Resolution to Articles, Sections, and
other subdivisions are to the corresponding Articles, Sections or
subdivisions of this Resolution and the words "herein", "hereof",
"hereunder" and other words of similar import refer to this
Resolution as a whole and not to any particular Article, Section
or subdivision of this Resolution. The headings or titles of the
several Articles and Sections of this Resolution shall be solely
for convenience of reference and shall not affect the meaning,
construction or effect of this Resolution.
SECTION 1.02. Authoritv for this Resolution. This
Resolution is adopted pursuant to the provisions of the Act.
SECTION 1.03. Resolution to Constitute Contract In
consideration of the purchase and acceptance of any and all
Commercial Paper Notes authorized to be issued under this
Resolution by those who shall hold the same from time to time and
in consideration of the agreement of the Banks to make loans
under the Credit Agreement, this Resolution shall be deemed to be
and shall constitute a contract between the City and the Holders
from time to time of the Commercial Paper Notes and the Bank
Notes; and the pledge made in this Resolution shall be for the
equal benefit, protection and security of the Holders of any and
all o£ the Commercial Paper Notes and the Bank Notes Outstanding
at any time, all of which, regardless of the time or times of
their authentication and delivery or maturity, shall be of equal
rank without preference, priority or distinction of any of the
Commercial Paper Notes or of the Bank Notes over any other
thereof except as expressly provided in or permitted by this
Resolution.
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ARTICLE II.
AIITHORSZATION AND GENERAL TERMS AND PROVISION5 OF
CObtZ�RCIAL PAPIsR NOTES; IISB OF PROCEEDS
°t�-�s�y
SECTION 2.01. Authorizatioa to Borrow aad Issue Commercial
Paper Notes As Evidence Thereof.
1. The City is hereby authorized to borrow and reborrow
from time to time up to $33,500,000 at any one time outstanding
pursuant to this Resolution during the period commencing on the
Effective Date and ending on January 31, 2002 or, if such day is
not a Business Day (as defined in the Credit Agreement), the next
preceding Business Day), for purposes of (i) financing Project
Costs, (ii) paying the principal of, and interest on, maturing
Commercial Paper Notes, and (iii) paying amounts owed under the
Bank Notes. To evidence such borrowing by the City for such
purposes, there is hereby authorized the issuance and sale from
time to time of Commercial Paper Notes of the City, including
renewals thereof, up to a maximum aggregate principal amount
Outstanding at any time of $33,500,000, subject, in all respects,
to the terms and conditions of this Resolution including, without
limitation, subsection 4 of Section 2.02 hereof; provided that
the sum of the aggregate principal amount of the Commercial Paper
Notes and the aggregate principal amount of Bank Notes permitted
to be Outstanding at any time shall not exceed $33,500,000. A
Commercial Paper Note or Bank Note shall not be deemed
Outstanding for purposes of this Section 2.01 if the proceeds of
other Commercial Paper Notes or Bank Notes are available for the
payment thereof. Nothing herein contained shall prohibit the
City from issuing other series of notes or commercial paper notes
pursuant to other resolutions or resolutions supplemental to this
Resolution, all of which the City expressly reserves the right to
do.
SECTION 2.02. Issuance o£ Commercial Paper Notes.
1. The Commercial Paper Notes herein authorized shall be
in suCh denomination or denominations of $100,000 or any larger
integral multiples of 51,000, shall bear such number or numbers,
such date or dates of issue and maturity and such rate or rates
of interest, as shall be specified in a Request given or
delivered to the Paying Agent pursuant to Section 2.03 hereof.
2. The Commercial Paper Notes shall be designated "Taxable
General Obligation Commercial Paper 13otes (Arena PrOjeCt)." The
Commercial Paper Notes shall be dated the date of their issuance,
shall bear interest from their date, and shall be issued in
bearer form, without coupons. Interest on the Commercial Paper
Notes shall be payable on their respective maturity dates.
369958.4
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Unless the City shall otherwise direct, the Commercial Paper
Notes shall be consecutively numbered.
3. The Commercial Paper Notes shall otherwise have such
terms and conditions as shall be set forth in a Request to be
given or delivered pursuant to Section 2.03 hereof in connection
with the issuance of the Commercial Paper Notes; provided.
however, that unless the City shall adopt an appropriate
supplement to this Resolution amending the following parameters,
each Commercial Paper Note:
(i) shall bear interest at an annual rate
(calculated on the basis of a 365 or 366 day year and on a
basis of actual days elapsed) not in excess of an interest
rate of 15°s per annum,
(ii? sha11 mature not more than 270 days after the
date of issuance thereof, and in no event later than
January 31, 2002 (or, if such day is not a Business Day (as
defined in the Credit Agreement), the next preceding
Business Day), and
(iii) shall have a purchase price of not less than 100%
of the principal amount thereof, less any fee to the Dealer.
4. No CommerCial Paper Note shall be is5ued pursuant to
this Resolution unless, at the time of such issuance, (i) the
aggregate principal amount of all Commercial Paper Notes and all
Bank Notes then Outstanding, after giving effect to (a) the
issuance of Commercial Paper Notes and borrowings with respect to
Bank Notes on such date and (b) the application of the proceeds
thereof by deposit into the CP Note Payment Account or the Debt
Service Account, as the case may be, is equal to or less than the
greater of $33,500,000 and (ii) the aggregate principal amount of
all Commercial Paper Notes Outstanding after giving effect to (a)
the issuance of Commercial Paper Notes and borrowings with
respect to Bank Notes on such date and (b) the application of the
proceeds thereof by deposit into the CP Note Payment Account or
the Debt Service Fund, as the case may be, will be equal to or
less than the unused available amount of the Banks' commitment
under the Credit Agreement. For purposes of this subsection 4 of
this Section 2.03, the proceeds of Commercial Paper Notes and
borrowings with respect to Bank Notes deposited into the CP Note
Payment Account or the Debt Service Account, as the case may be,
shall not be taken into account in the foregoing calculations
unless such proceeds are used on the date of the issuance of the
Commercial Paper Notes to pay maturing Commercial Paper Notes or
Bank Notes, as the case may be.
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5. Notwithstanding anything to the contrary contained
herein, no Commercial Paper Notes shall be issued from and after
(i) the occurrence of any event which terminates the Banks'
commitment to make loans under the Credit Agreement for the
purpose of paying the principal of, and interest on, Coaanercial
Paper Notes issued after the occurrence of such event, or (ii)
receipt by the City and the Paying Agent of No-ISSUance
Instructions from the Agent pursuant to Section 2.1(b) o£ the
Credit Agreement.
6. Upon their original i5suance the Commercial Paper Notes
will be issued in the form of a single Global Certificate for
each maturity, deposited with the Depository by the Purchaser and
immobilized as provided in paragraph 7. No beneficial owners of
interests in the Commercial Paper Note will receive certificates
representing their respective interests in the Commercial Paper
Notes except as provided in paragraph 7. Except as so provided,
during the term of the Commercial Paper Notes, beneficial
ownership (and subsequent transfers of benefiaial ownership) of
interests in the Global Certificates will be reflected by book
entries made on the records of the Depository and its
participants and other banks, brokers, and dealers participating
in the national system. The Depository's book entries of
beneficial ownership interests are authorized to be in increments
of $100,000 of principal of the Commercial Paper Notes, but not
smaller increments, despite the larger authorized denominations
of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the
Paying Agent, and in turn by the Paying Agent to the Depository
or its nominee as the owner of the Global Certificates, and the
Depository according to the laws and rules governing it will
receive and forward payments on behalf of the beneficial owners
of the Global Certificates.
Payment of principal of, premium, if any, and interest on a
Global Certificate may in the City's discretion be made by such
other method of transferring funds as may be requested by the
Holder of a Global Certificate.
7. Pursuant to the request of the Dealer to the
Depository, immediately upon the original delivery of the
Commercial Paper Notes the Dealer will deposit the Global
Certificates representing a11 of the Commercial Paper Notes with
the Depository. The Global Certificates shall be in typewritten
form or otherwise as acceptable to the Depository, shall be
registered in the name of the Depository or its nominee and shall
be held immobilized from circulation at the offices of the
Depository on behalf of the Dealer and subsequent owners. The
Depository or its nominee will be the sole holder of record of
the Global Certificates and no investor or other party
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purchasing, selling or otherwise transferring ownership of
interests in any Commercial Paper Notes is Co 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.
Certificates evidencing the Commercial Paper Notes may not
after their original delivery be transferred or exchanged except:
(i) To any successor of the Depository (or its
nominee) or any substitute depository (a "substitute
depository") designated pursuant to clause (ii) 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,
(ii) To a substitute depository designated by and
acceptable to the City upon (a) the determination by the
Depository that the Commercial Paper Notes shall no longer
be eligible for its depository services or (b) 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 (i) of this subparagraph, or
(iii) To those persons to whom transfer is requested
in written transfer instructions in the event that:
(a) the Depository shall resign or discontinue
its services for the Commercial Paper Notes and the
City is unable to locate a substitute depository within
two (2) months following the resignation or
determination of non-eligibility, or
ib) 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
Holder other than the Depository (or its nominee),
might adversely affect the interest of the beneficial
owners of the Commercial Paper Notes, or (2) that it is
in the best interest of the beneficial owners of the
Commercial Paper Notes that they be able to obtain
certificated bonds,
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in either of which events the City shall notify holders of
its determination and of the availability of certificates
(the "Replacement Commercial Paper Notes").
In the event of a succession of the Depository as may
be authorized by this paragraph, the Paying Agent upon presenta-
tion of Global Certificates shall transfer them to the substitute
or successor depository, and the substitute or successor
depository shall be treated as the Depository for all puzposes
and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor
depository unless the City and the substitute or successor
depository so agree, and a similar agreement may be entered into.
SECTION 2.03. Delivery of Commercial Paper Notes.
1. Prior to the delivery by the Paying Agent of any
Commercial Paper Notes under this Resolution, there shall be
given or delivered, via telephone, telex or any other
communication medium available to the City, the Paying Agent and
the Dealer, a Request of the City executed by a member of the
Pricing Committee instructing the Paying Agent to authenticate
and deliver such Commercial Paper Notes to the Dealer (or any
designee or affiliate thereof) specified, which Request shall
contain instructions with respect to, and approve on behalf of
the City:
(i) the aggregate principal or face amount of
Commercial Paper Notes then to be issued and the
denominations in which they are to be issued,
(ii) the rate of interest with respect to each
Commercial Paper Note,
(iii) the date of each Commercial Paper Note and the
maturity date thereof, and
(iv) the purchase price of each Commercial Paper
Note, which will be 1000 of each Commercial Paper Note, less
any Dealer fee.
2. All oral Requests or Requests given by electronic
transmission (other than by a time-sharing terminal) given as
herein provided shall be confirmed in writing by a member of the
Pricing Committee as promptly as practicable thereafter. Written
Requests and written confirmations of oral or elecCronically
transmitted Requests shall be in substantially the following
form:
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City of Saint Paul, Minnesota
Request Pursuant to
Section 2.03 of the
Resolution Authorizing a Taxable General Obligation
CommerCial Paper Program (Arena Project)
adopted December 17, 1997
No.
1. The City of Saint Paul, Minnesota (the "City") hereby
instructs First Trust National Association, in St. Paul,
Minnesota, as Issuing and Paying Agent (the "Agent") under the
Resolution Authorizing a Taxable General Obligation Commercial
Paper Program (Arena Project) adopted on December 17, ].997 (the
"Resolution"), to authenticate and deliver to Dougherty Summit
Securities LLC its Taxable General Obligation Commercial Paper
Notes (Arena Project), described in Schedule A hereto (the
"Commercial Paper Notes") bearing such dates and in such amounts,
at such interest rates and maturing on such dates as are set
forth in Schedule A attached hereto.
2. The City hereby conEirms that the representations and
warranties of the City set forth in Article VII of the
Resolution, Section 3 of the Dealer Agreement and Article V of
the Credit Agreement are true and correct in all material
respects on and as of the date hereof with the same effect as
though made on and as of the date hereof.
3. The City hereby represents and warrants that no Event
of Default exists under any Related Agreement (as specified in
such documents), that no event has occurred which, with the
passage of time, the giving of notice, or both, would become such
an Event of Default, that the City has performed in all material
respects all of the covenants and agreements that it is required
to have per£ormed under the Resolution and the Related
Agreements, that the issuance and delivery of the Commercial.
Paper Notes has been duly authorized by the City, and that,
immediately after the issuance and delivery of such Commercial
Paper Notes, the principal amount of and interest to maturity on
Commercial Paper Notes outstanding under the Resolution will be
as indicated opposite Item 1 on Schedule A and the available
Commitment under the Credit Agreement at such time will be as
indicated opposite Item 2 on Schedule A.
4. Unless otherwise defined herein, the tez used in this
Request have the respective meanings given to such terms in the
Resolution.
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1 IN WITNESS WHEREOF the undersigned has hereunto set his or
2 her hand this _ day of ,
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5 CITY OF SAINT PAUL, MINNESOTA
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9 (Authorized Officer)
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Note
Number
TERMS OF COMMfiRCIAL PAPER NOTES
Principal
or Face Date of Interest Maturity
Amount Issuance Rate Date
SCHEDULE A
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Item No. Descriptions
1 Principal Amount of and Interest to
Maturity on Commercial Paper Notes
Outstanding Under the Resolution
2 Available Commitment under the
Credit Agreement
3 Amount authorized by Section
2.01(2) and Section 2.02(4)
4 Expiration Date of Credit Facility
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SSCTION 2.04. Pavment; Execution.
1. The principal of, and interest on, the Commercial Paper
Notes shall be payable in any coin or currency of the United
States of America which, at the respective dates of payment
thereof, is legal tender for the payment of public and private
debts. The principal and interest with respect to Commercial
Paper Notes shall be payable by wire transfer of immediately
available funds upon presentaCion and surrender of such
Commercial Paper Notes at the principal o£fice of the Paying
Agent or designated agents thereof. Payment of interest on the
Commercial Paper Notes shall be made only upon maturity of such
Commercial Paper Notes.
2. The Commercial Paper Notes shall be signed in the name
of the City by the manual or facsimile signature of its Mayor,
attested by the City Clerk, and countersigned by the Director,
Office of Financial Services, its corporate seal having been
intentionally omitted as permitted by law. Tn case any one or
more of the officers who shall have signed or sealed any of the
Commercial Paper Notes shall cease to be such officer before such
Commercial Paper Notes so signed and sealed shall have been
executed and delivered, such Commercial Paper Notes may,
nevertheless, be authenticated and delivered as herein provided,
and may be issued as if the persons who signed or sealed such
Commercial Paper Notes had not ceased to hold such offices. Any
Commercial Paper Note may be signed and sealed on behalf of the
City by such persons as at the time of the execution of such
Commercial Paper Notes shall be duly authorized or hold the
proper office in the City, although at the date borne by the
Commercial Paper Notes such person5 may not have been so
authorized or have held such office.
SECTION 2.05. Form of Co�ercial PaAer Notes. Subject to
the provisions of this Resolution, the Commercial Paper Notes
issued under this Resolution shal.l be substantially in the form
set forth in Article VIii hereof with such appropriate
variations, omissions and insertions as are pexmitted or required
by this Resolution.
SECTION 2.06. Authentication. Only such Commercial Paper
Notes as shall bear thereon a manually executed authentication
signature of an authorized officer or employee of the Paying
Agent or of the AuthentiCating Agent shall be entitled to any
right or benefit under this Resolution, and no Commercial Paper
Note shall be valid or obligatory for any purpose or entitled to
any benefit under this Resolution unless and until an
authentication signature of an authorized officer or employee of
the Paying Agent or of the Authenticating Agent shall have been
duly executed on the Commercial Paper Note. The authentication
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signature of the Paying Agent or of the Authenticating Agent by
such officer or employee upon any such Commercial Paper Note
shall be conclusive evidence that such Commercial Paper Note has
been authenticated and delivered under this Resolution.
SECTION 2.07. Mutilated, Lost, Stolen or Destroyed
Commercial Pa�er Notes. If any Commercial Paper Notes are
mutilated, lost, stolen or destroyed, the City shall execute and
the Paying Agent sha11 authenticate and deliver a new Commercial
Paper Note of like date, maturity and denomination as the
Commercial Paper Note that was mutilated, lost, stolen or
destroyed; provided that (i) in the case o£ any mutilated
Commercial Paper Note, such mutilated Commercial Paper Note shall
first be surrendered to the Paying Agent authenticating such new
Commercial Paper Note, (ii) in the case of any lost, stolen or
destroyed Commercial Paper Note, there shall be first furnished
to the Paying Agent evidence of such loss, theft or destruction
satisfactory to the Paying Agent and the City together with
indemnity satisfactory to the Paying Agent and the City, (iii)
a11 other reasonable requirements of the City are complied with
and (iv) fees and expenses in connection with such transaction
are paid by the Holder or owner of the Commercial Paper Note. In
the event any such lost, stolen or destroyed Commercial Paper
Note shall have matured, instead of issuing a duplicate
Commercial Paper Note the City may pay the same without surrender
thereof; provided that there shall be first furnished to the
Paying Agent evidence of such loss, theft or destruction
satisfactory to the Paying Agent and the City together with
indemnity satisfactory to the Paying Agent and the City. Any
such new Commercial Paper Note issued pursuant to this Section in
substituCion for Commercial Paper Notes al.leged to be destroyed,
stolen or lost shall constitute original additional contractual
obligations on the part of the City, whether or not the
Commercial Paper Notes so alleged to be destroyed, stolen or lost
be at any time enforceable by anyone, and shall be equally
secured by and entitled to equal and proportionate benefits with
all other Commercial Paper Notes issued under this Resolution, in
any moneys or securities held by the City or any Fiduciary for
the benefit of the Holders of the Commercial Paper Notes.
SECTION 2.U8. IIse of Commercial Pager Note Proceeds. A11
Commercial Paper Note proceeds shall be credited by the Paying
Agent to the CP Note Payment Account established pursuant to the
Issuing and Paying Agency Agreement and shall be (i) applied to
the payment of principal of, and interest on, maturing Commercial
Paper Notes, (ii) applied, upon instructions of the City, to the
payment of the principal of and interest on the Bank Notes, or
(iii) transferred to the Construction Account established under
and pursuant to this Resolution for application to the payment of
Project Costs. All proceeds of the Commercial Paper Notes held
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1 pursuant to clauses (i) and (ii) above shall be held in cash and
2 shall not be reinvested.
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ARTICLS I2I.
AIITSORIZATION AND GSNSRAL TERMS AND
PROVISIONS OF BANtC NOTES
SECTION 3.D1. Authorization of Sank Notes; Principal Amount
and Designation of Series.
1. Subject to subsection 2 of this Section 3.01, the City
is hereby authorized to borrow and zeborrow up to $33,500,000
pursuant to the Credit Agreement for the purposes of providing
liquidity support for the Commercial Paper Notes. To evidence
the City's obligation to repay moneys borrowed by the City from
time to time under the Credit Agreement, there is hereby
authorized the issuance from time to time of Bank Notes of the
City up to a maximum aggregate principal amount Outstanding at
any time of $33,500,000, subject, in all respects, to the terms
and conditions of this Resolution, including, without limitation,
subsection 2 of this Section 3.01 and subsection 4 of Section
2.02 hereof; �nrovided that the sum of the aggregate principal
amount o£ the Commercial Paper Notes and the aggregate principal
amount of Bank Notes permitted to be Outstanding at any time
sha11 not exceed $33,500,0�0, subject to the provisions of
subsection 2 of this Section 3.01. Such Bank Notes shall be
designated Taxable General Obligation Bank Notes (Arena Project).
All or a portion of the principal amount of a Bank Note shall not
be deemed Outstanding for purposes of this Section 3.01 to the
extent the proceeds of borrowings under the Credit Agreement or
other Commercial Paper Notes are to be applied toward the payment
thereof.
2. The officers of the City hereinafter authorized pursuant
to Section 5.05 hereof, and each of them, are authorized to
exeCUte and de].iver the Bank Notes, subject to completion thereo£
and to the provisions of this Resolution, and with such changes
therein as the officer executing the same may approve as
necessary or desirable and in the best interest of the City, such
approval and acceptance to be evidenced conclusively by the
execution and delivery of such Bank Notes by such o£ficer, the
other authorized officer of the City is hereby authorized,
empowered and directed to attest such execution and delivery,
provided that such attesting officer shall not have executed such
Bank Notes. The City's corporate seal shall be intentional.ly
omitted as permitted by law.
SECTSON 3.Q2. Execution aad Deliverv, Dates aad
Denominations of 8ank Notes. On or prior to the Effective Date,
the City shall execute, authenticate and deliver to the Agent,
for the account of the Banks, Bank Notes as provided in this
Section 3.02. The Bank Notes shall be dated the date of their
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execution and delivery. Except as provided in Section 3.05
hereof, and except as otherwise may be provided in the Credit
Agreement, a single, separate Bank Note shall be issued on behalf
of each Bank, registered in the name of such Bank. Subject to
the provisions of subsection 2 of Section 3.01 hereof, each Bank
Note shall have a stated maximum principal amount equal to the
commitment under the Credit Agreement for the Bank in whose name
such Bank Note is registered; provided, however, that the
aggregate of the stated maximum principal amounts of all Bank
Notes to be Outstanding at any time shall not exceed the
aggregate principal amount of the Commercial Paper Notes
authorized pursuant to Section 2.01 hereof.
SECTIOI3 3.03. Outstanding Principal Amounts of Bank Notes,
Interest on Bank Notes, Pavment of Bank Notes.
1. The principal amount Outstanding with respect to any
Bank Note at any time shall equal the amount borrowed by the City
under the Credit Agreement from the Bank in whose name such Bank
Note shall be registered, less any prior repayments thereof.
2. Each Bank Note shall bear interest during the same
periods and at the same rates as are applicable to the Loans (as
defined in the Credit Agreement) evidenced by such Bank Note made
by a Bank under and pursuant to the Credit Agreement, determined
as provided in the Credit Agreement.
3. The principal of the Bank Notes, and interest thereon,
shall be payable (and prepayable) at the same times and in the
same amounts as are applicable to the respective Loans (as
defined under the Credit Agreement) evidenced by such Bank Notes
made by the Banks under and pursuant to the Credit Agreement,
determined as provided in the Credit Agreement.
SECTION 3.04. Form of Bank Notes and Schedule of Loan5 and
ReAavments, Completion of Such Schedule.
1. The Bank Notes issued under this Resolution, including
the schedule of loans and repayments attached thereto, shall be
substantially in the form set forth as Exhibit A to the Credit
Agreement with such appropriate variations, omissions and
insertions as are permitted or required by this Resolution or the
Credit Agreement.
2. The Holder of each Bank Note is authorized to record on
the schedule of loans and repayments attached to such Bank Note,
or a continuation thereof, each loan made by such Holder to the
City, the respective dates, amounts, types and maturities thereof
and all repayments of the principal thereof and, prior to any
transfer thereof, appropriate notations to evidence the foregoing
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information shall be endorsed by such Holder on such schedule, or
a continuation thereof; provided, however, that the failure of
such Holder to make any such recordation or endorsement shall not
affect the obligations of the City under such Bank Note or under
the Credit Agreement.
SECTION 3.05. Limitations on Trausfer aad Exchanae of Baak
Notes.
1. Except as hereinafter provided in paragraph 3 of this
Section 3.05, and notwithstanding anything to the contrary
contained in the this Resolution, the Bank Notes shall not be
transferable by the Holders thereo£.
2. Notwithstanding the provisions of paragraph 1 of this
Section 3.05, if and to the extent provided in the Credit
Agreement, any Holder of a Bank Note may, by notice in writing to
the City, request that its loans of a partiaular type be
evidenced by a separate Bank Note in an amount equal to the
aggregate unpaid principal amount of such loans. Upon receipt of
any such request, and upon presentation and surrender by such
Holder of its Bank Note, the City shall execute and deliver to
such Holder, in substitution for the Bank Note so surrendered,
separate Bank Notes in respective principal amounts equal to the
aggregate unpaid principal amounts of the loans of each such
particular type.
3. Notwithstanding the provisions of paragraph 1 of this
Section 3.05, any Holder of a Bank Note may assign its rights
with respect to such Bank Note and its commitment under the
Credit Agreement in accordance with the provisions of the Credit
Agreement. Upon such assignment, and upon presentation and
surrender of such Bank Note, the City shall execute and deliver
to the appropriate person(s), in substitution for the Bank Notes
so surrendered, one or more Bank Notes in an aggregate principal
amount equal to the principal amount of the Bank Note so
surrendered, so as to give effect to such assignment.
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ARTICLE IV.
FDNDS AND ACCOUNTS; SECIIRITY FOR COb1[�SERCIAL PAPER NOTES
AND BANK NOTES
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SECTION 4.01. Fund and Accounts. There is hereby created a
special account designated the "Taxable General Obligation
Commercial Paper Program Fund (Arena Project)" (the '�F'und") to be
administered and maintained by the Treasurer as a bookkeeping
account separate and apart from all other funds maintained in the
official £inancial records of the City. The Fund shall be
maintained in the manner herein specified until the Commercial
Paper Notes, the Bank Notes and any additional temporary bonds
issued pursuant to Section 4.04 hereof and made payable from the
Fund have been paid. There shall be maintained in the Fund two
separate accounts to be designated the "Construction Account" and
"Debt Service Account", respectively.
(1) Construction Account. To the Construction ACCOUnt
there sha11 be credited at Closing $30,000,000 of the proceeds of
the sale of Commercial Paper Notes. The proceeds of the
Commercial Paper Notes held in the Construction Account shall be
disbursed to pay Project Costs in accordance with the terms and
provisions of the Lease. Pending such disbursement, funds in the
Construction Account shall be invested by the City Treasurer in
accordance with the applicable provisions of Minnesota Statutes,
Chapter 118A, as amended. Any investment earnings on the funds
in the Construction Account may be transferred by the City at any
time to the Costs of Issuance Subaccount hereinafter established
in the Construction Account.
(a) Cost of Issuance Subaccount. There is hereby
created within the Construction Account a special subaccount
designated the "Costs of Issuance Subaccount." The City may
deposit in the Costs of Issuance Subaccount any investment
earnings on amounts deposited in the Construction Account.
Funds in the Costs of Issuance Subaccount may be used and
withdrawn by the City to pay costs of issuance of the
Commercial Paper Notes or Bank Notes or may be transferred
to the Debt Service Account and used to pay principal or
interest on maturing Commercial Paper Notes or Bank Notes.
(2) Debt Service Account. There are hereby irrevocably
appropriated and pledged to, and there shall be credited to, the
Debt Service ACCOUnt: (a) any Tax Increments received by the
City pursuant to the Tax Increment Pledge Agreement to pay the
principal and interest paymenCs on the Commercial Paper Notes or
Bank Notes; (b) such amount of the proceeds of the sale of
Commercial Paper Notes as are determined by the Pricing Committee
as necessary to fund capitalized interest; (c) the proceeds of
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any additional temporaxy bonds or definitive bonds issued by the
City to refund the Commercial Paper Notes or Bank Notes; (d) any
collections of taxes which may hereafter be levied in the event
that the Tax Increments and other sums, including the proceeds of
additional temporary bonds or definitive bonds herein pledged to
the payment of the Commercial Paper Notes, Bank Notes or other
temporaiy bonds are insufficient therefor; (e) all investment
earnings on funds held in the Debt Service Account; and (f) any
and all other moneys which are properly available and are
appropriated by the governing body of the City to the Debt
Service Account. The Debt Service Account shall be used solely
to pay the principal and interest of the Commercial Paper Notes
or Bank Notes, or any additional temporary bonds issued by the
City and made payable from the Debt Service Account.
SECTION 4.02. Pledqe of Tax Increments. The City hereby
appropriates, to the extent and subject to the limiCations of the
Tax Increment Act, to the Debt Service Account, the Tax
Increments received by the City from the Authority pursuant to
the Tax Increment Pledge Agreement, which appropriation shall
continue until a11 of the Commercial Paper Notes and Bank Notes,
and any other general obligation temporary bonds issued by the
City and made payable from the Debt Service Account, are paid or
discharged. The City hereby expressly reserves the right to use
the Ta�c Increments to finance costs set forth in the Tax
Increment Plan not financed by the Commercial Paper Notes.
Notwithstanding any provisions herein to the contrary, the City
reserves the right to terminate, reduce, or apply to other lawful
purposes the Tax Increments herein pledged to the payment of the
Bonds and interest thereon to the exCent and in the manner
permitted by law.
SECTIOAI 4.03. Pled4e of Tax Inaremeats and Full Faith and
Credit Tax Increments derived from the Tax Increment District
are hereby pledged to the payment of the Commercial Paper Notes,
the Bank Notes and any other additional temporary bonds hereafter
issued and made payable from the Debt ServiCe Account. The
estimated collection of Tax Increments exceeds twenty percent
(20°s) of the Project Costs financed by the Commercial Paper
Program. For the prompt and full payment of the principal of and
interest on the Commercial Paper Notes, the Bank Notes any other
additional temporary bonds or definitive bonds hereafter issued
and made payable from the Debt Service Account, as the same
respectively become due, the full faith, credit and taxing powers
of the City sha11 be and are hereby irrevocably pledged. If the
balance in the CP Note Payment ACCOUnt or Debt ServiCe Account is
ever insufficient to pay all principal and interest then due on
the Commercial Paper Notes, the Bank Notes, any other additional
temporary bonds hereafter issued and made payable from the Debt
Service Account, the deficiency shall be promptly paid out of any
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other accounts of th
and such other funds
Debt Service Account
therein.
e City which are available for such purpose,
may be reimbursed without interest from the
when a sufficient balance is available
SSCTION 4.04. AnDlication of Moaevs ia Debt Service
Account.
1. Amounts in the Debt Service Account shall be applied to
the payment of the principal of, and interest on, the Commercial
Paper Notes and to the payment of the principal o£, or interest
on, the Bank Notes when due, as £urther provided in this Section
4.04.
2. To the extent moneys are not available on any date in
the CP Note Payment Account from the proceeds of Commercial Paper
Notes, borrowings under the Credit Agreement or other lawful
sources to pay the full principal of, and interest on, Commercial
Paper Notes maturing on such date, then the City shall, by
telephone, telex, telecopier or other telecommunications device,
direct the Paying Agent to pay out of the Debt 5ervice Account,
and upon such direction the Paying Agent shall deposit in the CP
Note Payment Account, the amount of such difference. Such
direction shall prompCly be confirmed in writing by an Authorized
Officer.
3. To the extent moneys are not available on any date in
the CP Note Payment Account from the proceeds of Commercial Paper
Notes or other lawful sources to pay the principal of, or
interest on, the Bank Notes maturing on such date, then the City
shall, by telephone, tielex, telecopier or other telecommunica-
tions device, direct the Paying Agent to pay out of the Debt
Service Account, and upon such direction the Paying Agent shall
pay, to the Holders of such Bank Notes the amount of such
difference. Such direction shall promptly be confirmed in
writing by an Authorized Officer. In making the payments
provided for in this paragraph 3, the Paying Agent may rely upon
written statements from the Agent as to the principal of, or
interest on, Bank Notes. Payments in respect of the Bank Notes
shall be made to the Agent for distribution to the Holders of the
Bank Notes.
SECTION 4.05. Additional Temporary Bonds.
To provide money for the prompt and full payment of the
principal and interest on the Commercial Paper Notes or the Bank
Notes, if and to the extent that the principal and interest on
the Commercial Paper Notes and Bank Notes cannot be paid from
other sources herein pledged or appropriated for such purpose,
Che City may issue one or more issues of general obligation
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temporary bonds maturing not more than three years from their
date of issuance and in no event later than six years after the
date of original issuance of the Commercial Paper Notes. The
aggregate principal amount of any additional temporary bonds,
together with any outstanding Commercial Paper Notes or Bank
Notes, shall not exceed $33,500,000. The Pricing Committee
hereby is authorized to negotiate the sale of the additional
temporary bonds, to determine the redemption provisions, maturity
dates and to set the interest rate or rates to be borne thereby;
provided that no interest rate shall exceed fifteen percent
(15.00°s) per annum.
STCTION 4.06. Definitive Bonds
To further provide moneys for the prompt and full payment of
principal and interest on the Commercial Paper Notes, the Bank
Notes or any additional temporary bonds issued pursuant to
Section 4.05 hereof (collectively, the "Temporary Bonds"?, the
City shal], issue and sell definitive bonds, at or prior to the
final maturity date of the Temporary Bonds issued hereunder, in
such amounts as are needed to pay the principal and interest then
due on said Temporary Bonds after the application and the
appropriation of such other munioipal funds as are properly
available for such purpose. The Council hereby finds, determines
and declares that the estimated collections of other revenues Co
be received before the maturity date of the Temporary Bonds,
together with the proceeds of any definitive bonds to be issued
at or before said maturity date, and other revenues p7,edged for
the payment of said Temporary Bonds and the interest thereon will
equal the principal and interest requirements of said Temporary
Bonds as the same become due.
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ARTICLE V.
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5�
INITIAL RELATI3D
SECTION 5.01. Credit Aareement. The Credit Agreement in
the form presented at this meeting is approved in substantially
the form attached hereto as Exhibit A, subject to and with such
changes therein as the Treasurer or Director, Office of Financial
Services, of Che City may approve as necessary or desirable, such
approval to be conclusively evidenced by the execution thereof.
The Mayor, Director, Office of Financial Services and Clerk are
hereby authorized to execute the Credit Agreement, with such
changes therein as the Treasurer or Director, Office of Financial
Services, may approve as aforesaid, and to deliver the Credit
Agreement to the Banks.
SECTION 5.02. Dealer Acrreemeat. The Dealer Agreement
presented at this meeting is approved in substantially the form
attached hereto as Exhibit B, subject to and with such changes
therein as the Treasurer or Director, Office of Financial
Services, may approve as necessary or desirable, such approval to
be conclusively evidenced by the execution thereof. The Mayor,
Director, Office of Financial Services, and Clerk are hereby
authorized to execute the Dealer Agreement, with such changes
therein as the Treasurer or Director, Office of Financial
Services, may approve as aforesaid, and to deliver the Dealer
Agreement to the Dealer.
SECTION 5.03. Issuina and Paving Aqency Acrreement. The
Issuing and Paying AgenCy Agreement in the form presented at this
meeting is approved in substantially the form attached hereto as
Exhibit C, subject to and with such changes therein as the
Treasurer or Director, Office of Financial Services, of the City
may approve as necessary or desirable, such approval to be
conclusively evidenced by the execution thereof. The Mayor,
Director, Office of Financial Services, and Clerk are hereby
authorized to execute the Issuing and Paying Agency Agreement,
with such changes therein as the Director, Office of Financial
Services or Treasurer may approve as aforesaid, and to deliver
the Issuing and Paying Agency Agreement to the Paying Agent.
SECTION 5.04. Tax Increment Pledae Aareement. The Tax
Increment Pledge Agreement presented at this meeting is approved
in substantially the form attached hereto as Exhibit D, subject
to and with such changes therein as the Treasurer or Director,
Office of Financial Services, may approve as necessary or
desirable, such approval to be conclusively evidenced by the
execution thereof. The Mayor, Director, Office of Financial
Services, and Clerk are hereby authorized tio execute the Tax
Increment Pledge Agreement, with such changes therein as the
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Treasurer or Director, Office of Financial Services, may approve
as aforesaid, and to deliver the Dealer Agreement to the Dealer.
SSCTION 5.05. Offerina Memorandum. The offering memorandum
(the "Offering Memorandum") in substantially the form provided at
this meeting be and it hereby is approved in substantially the
form attached hereto as Exhibit E, subject to such changes
therein as the fireasurer or Director, Office of Financial
Services may approve as necessary or desirable, such approval to
be conclusively evidenced by the delivery of the Offering
Memorandum to the Dealer, the Treasurer or the Director, Office
of Financial Services, are authorized to deliver the Offering
Memorandum to the Dealer.
SECTION 5.06. Officers Authorized to Execute and Deliver
Bank Notes. The Mayor and the Director, Office of Financial
Services, of the City are each hereby authorized to execute the
Bank Notes on behalf of the City, subject to completion thereof,
and with such changes therein as such officers may approve as
necessary and desirable and in the best interest of the City,
such approval to be conclusively evidenced by the execution and
delivery thereof. The seal of the City may be omitted from the
Bank Notes as permitted by law. Such officers are each hereby
authorized to deliver such Bank Notes on behalf of the City.
to do such other acts and things, as may be necessary or
advisable in connection with the execution and delivery of the
Initial Related Agreements, the Bank Notes, the delivery of the
Offering Memorandum to the Dealer, the sale and issuance from
time to time of the Commercial Paper Notes, the deposit and
SECTION 5.07. Authorized Officers. The Mayor, Clerk,
Treasurer, Director, Office of Financial ServiCes, or any other
officer, employee or agent of the City as shall hereinafter be
designated by resolution o£ the City, be, and they hereby are,
and each of them hereby is, authorized to take such action as may
be required to be taken by Authorized Officers hereunder and
under the Initial Related Agreements, to execute such doCUments,
instruments and papers, and to operate, such bank accounts, and
investment of the proceeds thereof and the delivery of amendments
and/or supplements to the Otfering Memorandum to the Dealer from
time to time.
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ARTICLE V2.
, WARRANTISS APID AGRBEMR�iTS OF
THE City
The City hereby represents, warrants and agrees with the
Trustee and the Holders ot the Commercial Paper Notes as follows:
SSCTION 6.01. Pavment of Commercial Paner Piotes. The City
shall duly and punetually pay or cause to be paid principal and
interest on each of the Commercial Paper Notes at the dates and
places and in the manner mentioned in the Commercial Paper Notes,
according to the true intent and meaning thereof. For the
purpose of providing for the payment of the principal and
interest on Outstanding Commercial Paper Notes on the date that
the same shall become due and payable, the City, on or prior to
such date, and if on such date, no later than 2:00 P.M., New York
time, will pay or cause to be deposited in the Debt Service
Account an amount which, together with other amounts then on
deposit in such Debt Service Account or on deposit in the CP Note
Payment Account, wi11 be sufficient and available to make such
payment on such date.
SECTION 6.02. Office for ServicinQ Cou¢nercial Paper Notes.
The City shall at all times maintain an agency in New York, I3ew
York, where Commercial Paper Notes may be presented for payment.
The City shall at all times maintain an agency in New York, New
York, where notices, demands and other documents may be served
upon the City in respect of the Commercial Paper Notes or of this
Resolution. The City hereby appoints tihe Paying Agent as the
Sond Registrar to maintain an agency for the registration,
transfer or exchange of Commercial Paper Notes, and for the
service upon the City of such notices, demands and other
documents.
SECTION 6.03. Further Assurance. At any and all times the
City shall, as far as it may be authorized by law, comply with
any reasonable request of the Paying Agent to pass, make, do,
execute, acknowledge and deliver, all and every such further
resolutions, acts, deeds, conveyances, assignments, transfers and
assurances as may be necessary or desirable for the better
assuring, conveying, granting, pledging, assigning and confirming
all and singular the rights, moneys, securities and funds hereby
pledged or assigned, or intended so to be, or which the City may
become bound to pledge or assign.
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SECTION 6.04. Power to Issue Commercial Paper Notes. The
City is duly authorized under all applicable laws to create and
issue the Commercial Paper No�es, to adopt this Resolution and to
pledge the full faith and credit of the City to the payment of
the Commercial Paper Notes. The Commercial Paper Notes and the
provisions of the Resolution are and will be the valid and
legally enforceable obligations of the City in accordance with
their respective terms.
SECTION 6.05. Performance of Covenants. The City will
faithfully perform at all times any and all covenants, under-
takings, stipulations and provisions contained in this Resolution
and in any and every Commercial Paper Note and Bank Note
executed, authenticated and delivered hereunder.
SECTION 6.06. Maintenance of Outstanding Commitment.
1. The City covenants and warrants that it will at all
times maintain an available commitment under the Credit Agreement
at least equal to the principal of the Outstanding Commercial
Paper Notes.
2. The City covenants that it will not substitute another
liquidity support agreement for the Credit Agreement then in
etfect, nor will it permit or allow any Bank to assign all or any
part of its obligation to make loans under the Credit Agreement
unless, in any such case, prior to such substitution or
assignment, as the case may be, the City shall have received
written evidence from each rating agency then rating the
Commercial Paper Notes to the effect that such substitution or
assignment, as the case may be, will not, by itself, result in a
reduction, withdrawal or suspension of such rating agency's
ratings of the Commercial Paper Notes from those which then
prevail.
SECTION 6.07. General.
1. The
performed all
or on behalf
Resolution.
City shall do and perform or cause to be done and
acts and things required to be done or performed by
of the City under the provisions of the Act and this
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1 2. Upon the date of authentication and delivery of any of
2 the Commercial Paper Notes or Bank Notes, all conditions, acts
3 and things required by law and this Resolution to exist, to have
4 happened and to have been performed precedent to and in the
5 issuance of such Commercial Paper Notes and Bank Notes shall
6 exist, have happened and have been performed and the issue of
7 such Commercial Paper Notes or Bank Notes, together with all
8 other indebtedness of the City, shall comply in all respects with
9 the applicable laws of the State of Minnesota and the City
10 Charter.
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ARTICLE VII.
MISCELLANEOIIS
Section 7.01. DefeasaaCe
1. If the City shall pay or cause to be paid, or there
shall otherwise be paid, to the Holder of any Commercial Paper
Note the principal and interest due or to become due thereon, at
the times and in the manner stipulated therein and in this
Resolution, then the pledge of funds, moneys and securities
pledged under this Resolution with respect to such Commercial
Paper Note and all covenants, agreements and other obligations of
the City to such Holder, shall thereupon cease, tenninate and
become void and be discharged and satisfied. If the City shall
pay or cause to be paid, or there shall otherwise be paid, to the
Holders of all Commex�cial Paper Notes the principal and interest
due or to become due thereon, at the times and in the manner
stipulated therein and in this Resolution, then the pledge of
moneys and securities pledged under this Resolution and all
covenants, agreements and other obligations of the City to the
Holders of the Commercial Paper Notes, shall thereupon cease,
terminate and become void and be discharged and satisfied_
2. Al1 or any portion of the Commercial Paper Notes shall
be deemed to have been paid within the meaning and with the
effect expressed in paragraph 1 of this Section 7.01 if there
shall have been deposited with the Paying Agent either monies in
an amount which shall be sufficient, or securities of the type
enumerated in Minnesota Statutes, Section 475.67, the principal
of and the interest on which when due will provide monies which,
toqether with the monies, if any, deposited with the Paying Agent
at the same time, shall be sufficient, to pay when due the
principal of and interest due on said Commercial Paper Notes on
the maturity date thereof.
SBCTION 7.02. No Personal Recourse on Commercial Paper
Notes. No member of the City and no officer, agent or employee
of the City shall be individually or personally liable for the
payment of the principal or interest on the Commercial Paper
Notes.
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1 ARTICLE VIII.
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3 FORM OF CObIDSERCIAL PAPER NOTS
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6 SECTION 8.01. Form o£ Commercial Paoer Note. The form of
7 the Commercial Paper Notes shall be of substantially the follow-
8 ing tenor with such variations, omissions and insertions as are
9 required or permitted by this Resolution:
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[COMMERCIAL PAPER NOTE FORMj
IINITBD 5TATES OF AMERICA
STATB OF MIIQNESOTA
CITY OF SAINT PAIIL, RAMSEY COIINTY
Note Number
$
TAXABLE GAQSRAL OBLIGATION COMi��RCIAL
PAPER NOTT (ARENA PROJECT)
Issue Date:
Iaterest Rate: Interest Amount:
%
On , for value received, CITY OF SAINT
PAUL, MINNESOTA (the "City") promises to pay to the Bearer, by
wire transfer of immediately available funds, the sum of
U.S. Dollars upon
presentation and surrender of this Note at the offices of First
Trust National Association (the "Issuing and Paying Agent"), 100
Wall Street, 20th Floor,
Attention: Commercial Paper Operations Manager
(or at such other address or addresses as the Issuing and Paying
Agent may elect upon written notice to the City). Such payment
will be made on the same day as presentation and surrender of
this NoCe to the Issuing and Paying Agent (or, if such day is a
legal holiday or a day on which banking institutions in the ciCy
in which the principal office of the Issuing and Paying Agent are
authorized by law to remain closed, on the next succeeding day
that is not a legal holiday or a day on which banking
institutions in the city in which the principal office of the
Issuing and Paying Agent are authorized by law to remain closed)
if this Note is presented and surrendered to the Issuing and
Paying Agent at or prior to 3:00 P.M., New York City time, on
such date; if this Note is presented and surrendered to the
Issuing and Paying Agent after 3:00 P.M., New York City time, on
any day, such payment will be made on the next succeeding day
that is not a legal holiday or a day on which banking
institutions in the city in which the principal office of the
Issuing and Paying Agent are authorized by law to remain closed.
Interest has been computed on the basis of actual days
elapsed and on the basis of a 365 or 366 day year. No interest
will accrue after maturity.
This Note is one of the notes of the City known as Taxable
General Obligation Commercial Paper Notes (Arena Project) (the
369958.4
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'�Notes"), authorized for issuance, from time to time, pursuant to
the Resolution Authorizing A Ta�cable General Obligation
Commercial Paper Program (Arena Project) adopted by the City on
December 17, 1997 (the "Resolution"), up to but not exCeeding
$33,500,000 in aggregate principal amount at any one time
outstanding, or such lesser amount of similar short-term
indebtedness as may be permitted to be issued and outstanding
thereunder pursuant to the provisions of the Minnesota Statutes,
Chapter 475, and Minnesota Statutes, Sections 469.174 through
469.179, as amended (the "Act"), and other applicable provisions
of law, to pay for Project Costs (as defined in the Resolution),
and to pay amounts owed under the Sank Notes in accordance with
the Credit Agreement dated as of January _, 1998, among the
City, Norwest Bank Minnesota, National Association, and such
other Banks as may become party thereto from time to time and
Norwest Bank Minnesota, National Association, as agent for the
Banks thereunder, or such other credit agreement as is permitted
by the Resolution (the '�Credit Agreement��). Capitalized terms
not otherwise defined herein shall have the meanings given to
such terms in the Resolution.
The City is required by law to issue additional temporary
bonds or definitive bonds at or prior to the maturity of this
Note for the purpose of refinancing, the same if the other funds
which are properly available and are appropriated by the CiCy
Council are not sufficient for the payment thereof. This Note
constitutes a general obligation of the City, and to provide
moneys for the full and prompt payment of its principal and
interest when the same becomes due, the full faith and credit and
taxing powers of the City have been and are hereby irrevocably
pledged.
IT IS HEREBY CERTIFIED AND RECITED that all acts, Conditions
and things required by the Constitution and laws of the State of
Minnesota and Charter of the City to be done, to happen and to be
performed, precedent to and in the issuance of this Note, have
been done, have happened and have been performed, in regular and
due form, time and manner as required by law, and this Note,
together with all other debts of the City 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, charter or statutory limitation of indebtedness.
This Note shall not be entitled to any benefit under the
ResoluCion or be valid or become obligatory for any purpose until
this Note shall have been authenticated by the execution by the
Issuing and Paying Agent of the Certificate of Authentication
hereon.
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IN WITNESS WSEREOF, the City of Saint Paul, Minnesota, has
caused this Note to be signed in its name and on its behalf by
the manual or facsimile signature of its Mayor, attested by its
Clerk and countersigned by its Director, O£fice of Financial
Services, and its corporate seal having been intentionally
omitted as provided by law.
Countersigned for
Authentication only:
CITY OF SAINT PAIIL, RAMSEY COIINTY,
MINNESOTA
Mayor
Attest:
City C1erk
FIRST TRIIST NATIONAL Countersigned:
ASSOCIATION,
as Issuing and Paying
Agent
By
Authorized Signature
369958.4
Director, Office of Financial Services
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ARTICLE IX.
MISCELLANEOIIS
SECTION 9.01. Severabilitv. If any one or more of the
covenants or agreements provided in this Resolution, the Related
Agreements, the Bank Notes or the Commercial Paper Note5 should
be held contrary to law, then such covenants or agreements shall
be deemed severa.ble from the remaining covenants and agreements
of this Resolution, the Related Agreements, the Bank Notes or the
Commercial Paper Notes, as the case may be and sha7.1 in no way
affect the validity of the other provisions of this Resolution,
the Related Agreements, the Bank Notes or the Commercial Paper
Notes.
SECTION 9.02. Reaistration. The City Clerk is hereby
directed to file a certified copy of this resolution with the
Director, Department of Property Taxation, of Ramsey County
Minnesota, together with such other information as he shall
require, and to obtain from said Auditor his certificate that
said Commercial Paper Notes have been entered in the said
Auditor�s Bond Register.
SECTION 9.03. Governincr Law. This Resolution shall be
governed by, and construed in accordance with, the laws of the
State of Minnesota.
SECTION 9.04. Effective Date This Resolution shall be
effective upon adoption by the City Council.
369958.4
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SECTION 9.04. Effective Date. This Resolution shall be
effective upon adoption by the City Council.
Adopted by Council: Date ��•-�� �`�q'7
Adoptio Cert'rfied by Cou�cil Secretary
ay: �.s.�� 1� .r.��...---- c
Approved by Mayor. Date
By:
Requested by Department of:
Office of Financial Services
ey' � �'ln ""`._-`
Form Appr e b City �e
By: _�
�/�
�... ..�t��- .J% . . .
/. . / �
�
Financial Services
� PERSON & PHONE
\\\` S�-u.SJ
\i�l �
DqTE INITIATED
,99� I GREEN SHEET
FOR
TOTAL # OF SIGNATURE PAGES 1
�1'rl'1'� � z'
pEPARTMENT pRECfOP
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No 60936
LRYCd111CIL
❑ L�,,�, ❑
2 CrtYPiTOxNE/ GIYCLERK _�
❑ iRWlMJ4LSE0.V10E5qR ❑ RIFNCIpLSERY(4CCT0
� MnmRfoR4S515TANT) ❑
_ (CLIP ALL LOCATIONS FOR SIGNATURE)
authorizmg a Taxable General Obligatlon Commercial Paper Prog2m for the Arena Pro�ec[.
PLANNING CAMMISSION
q6 COMMITTEE
GIVIL SERVICE CAMMISSION
PERSONAL SERVICE CONTRACTS MUST ANSWER iHE FOLLOWING Q
1 Has this person)firtn eve� wo�ketl under a coM2ci tor [his tlepartment?
YES N�
Has this perso�tfirm ever heen a cM1Y emPloYee?
YES NO
�oe; th�s Persontfrm Mssess a sWU not no�maily possessetl 6Y anY curtent ciry emPbYee7
VES NO
Is this persoNfirtn a targeted ventloh
YES NO
�Explain all yes answers on separate sheet and attach to green sheet
fING PROBLEM ISSUE, OPPORTUNITY (Who, What, When, Whe�e, Why)
bonds are for the purpcse ot fu�ug the Qtys portion ot the costs M cons[nic4on antl eqwpp�ng of a new areira ad7aceM to the RiverCerit*e compiex
�, pnmary sources of revenue to repay any obligahons issued to fnance the CRy Gontnbu[ion will not 6e a�aAable uMil the construction of the new arena is completeq R is recommerMed
issue temporery obligations which wdl be repaid with the proceeds W deflndrve obhgahons aMiapated to he issued dunng the altowable temporary penotl
Paper was deemed to provitle the 9reatest flenbihty fo� temporary fnanang
m place for the CRy contnbWOn to the arena pro}ect
��i ; �y�}'
i's�v � "1 19�1
wrrtnbutlon to the prqect wAI not have financing
AMOUNT OF TRANSACTION S
FUNDING SOURCE
COSTiREVENUE BUDGETED (CIRCLE ONE)
ACTNITY NUMBER
YES NO
FINpNCULL INFORMNTION (E%PW N)
� ..
_ '��,
� TM
Presented Sy
Referred To
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Council File # q�� 1 � y
Green Sheet # GOq_,_'��
MINNESOTA
Committee: Date
AUTHORIZING A TAXABLE GENERAL
OBLIGATION CObIBSERCIAL PAPER PROGRAbI
AND AIITHORIZING THl3 ISSIIANCE OF
TAXABLS GENERAL OBLIGATION COMMERCIAL PAPER NOTES
(ARENA PROJECT) AND
TAXABLE GENERAL OBLIGATION BANK NOTES (2:RENA PROJECT)
IO
WHERfiAS, the City of Saint Paul, Minnesota (the "City") has
agreed pursuant to an Arena Lease among the City, its Civic
Center Authority and Minnesota Hockey Ventures, Group LP to
contribute $30,000,000 (the "City Contribution") to pay a portion
of the costs of construction and equipping of a new arena as a
part of the RiverCentre Complex;
WHEREAS, the primary 5ources of revenue to repay any
obligations issued to finance the City Contribution will not be
available until the construction of the new arena is completed
and therefore the City has determined to issue temporary
obligations to finance the City Contribution, which temporary
obligations will be repaid with the proceeds of definitive
obligations anticipated to be issued on or before the final
maturity date of the Commercial Paper Notes (as hereinafter
defined), by the City pursuant to a separate resolution of the
City Council;
WSEREAS, the City has determined that it is desirable to
issue the temporary obligations under a commercial paper program
as hereinafter more fully set forth, which program involves the
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issuance of commercial paper notes maturing in 270 days or less,
with a final maturity date not later than six years after their
date of original issuance; and
WHEREAS, pursuant to Minnesota Statutes, Section 475.60,
Subd. 2(b), the requirement of a public sale does not apply to
the sale of commercial paper notes since the interest thereon is
not excluded from gross income for purposes of federal income
taxation;
WHEREAS, it is in the best interests of the City that the
commercial paper notes be issued in book-entry form as
hereinafter provided.
NOW, THEItEFORE, BE IT RESOLVED by the City Council o£ the
City of Saint Paul, Minnesota as follows:
ARTICLE I.
DEFINITIONS AND AUTHORITY
SECTION 1.01. Definitions The terms defined in this
Article (except as otherwise herein expressly provided or unless
the Context otherwise requires) for all purposes of this
Resolution Authorizing a Taxable General Obligation Commercial
Paper Program (the "Resolution") shall have the following
respective meanings:
Act shall mean Minnesota Statutes, Chapter 475, as amended,
and Minnesota Statutes, Section 469.174 through 469.179, both
inclusive, as amended.
Agent shall mean Norwest Bank Minnesota, National
Assoaiation, or any bank designated as Agent for the Banks under
the Credit Agreement.
Authority shall mean the Housing and Redevelopment Authority
of the City of Saint Paul, Minnesota.
Authorized Officers, when used with respect to Commercial
Paper Notes or Bank Notes, shall mean the Authorized Officers
designated pursuant to Section 5.06 hereof.
Banks shall mean Norwest Bank Minnesota, National
Association, and its respective successors and assigns under the
Credit Agreement and any other banks with which the City may
enter into a liquidity support agreement similar to the Credit
Agreement from time to time.
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Baak Notes shall mean the Taxable General Obligation Bank
Notes (RiverCentre Arena Project) of the City authorized to be
issued pursuant to Article III o£ this Resolution.
Sond Registrar, when used with respect to the Commercial
Paper Notes, sha11 mean the Paying Agent and, when used with
respect to the Bank Notes, shall mean the City.
City shall mean the City of Saint Paul, Minnesota.
Closiag Date shall mean the date of issuance of the first
series of Commercial Paper Notes under this Resolution pursuant
to SeCtion 2.03 hereof.
Commercial Paper I�Iotes sha11 mean the Taxable General
Obligation Commercial Paper Notes (Arena Project) of the City
authorized to be issued and sold pursuant to this Resolution.
CP Note Payment Account shall have the meaning set forth in
Section 6 of the Issuing and Paying Agency Agreement.
Credit Agreement shall mean the Credit Agreement authorized
by the City pursuant to Section 5.01 of this Resolution and
entered into among the City, Norwest Bank Minnesota, National
Association, and such other Banks as may become party thereto
from time to time and Norwest Bank Minnesota, National
Association, as agent for the Banks thereunder, as amended from
time to time, or such other Credit agreement which the City
determines to be in replacement thereof or supplemental thereto
as may be entered into by the City from time to time with one or
more banks each having a capital surplus and undivided profits of
not less than $150,000,000.
Dealer shall mean Dougherty Summit Securities LLC, as the
exclusive dealer designated pursuant to the Dealer Agreement and
any other person with which the City may enter into a dealer
agreement from time to time.
Dealer Agreement shall mean the Dealer Agreement authorized
by the City pursuant to Section 5.02 of this Resolution and
entered into by and between the City and Dougherty Summit
SeCUrities LLC, as such Dealer Agreement may be amended from time
to time, or such other dealer agreement which the City determines
to be in replacement thereof.
Debt Service Account shall mean the account established
pursuant to Section 4.01 hereof.
Depository shall mean The Depository Trust Company, a
limited purpose trust company organized under the laws of the
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State of New York, or any of its successors or successors to its
funetions hereunder.
Effective Date shall have the meaning given to such term in
the Credit AgreemenC.
Fiduciary or Fiduciaries, when used with respect to
Commercial Paper Notes, shall mean the Paying Agent, the Bond
Registrar or the Authenticating Agent, or any or all of them, as
may be appropriate.
Global Certificate, shall mean one Certificate representing
the entire principal amount of the Commercial Paper Notes due on
a particular maturity date.
Holder, when used with respect to Commercial Paper Notes,
shall mean any person who shall be the bearer of any Commercial
Paper Note and, when used with respect to the Bank Notes, shall
mean any person who shall be the holder of any Bank Note.
Initial Related Agreement5 shall mean the Dealer Agreement,
the Issuing and Paying Agency Agreement, and the Credit Agreement
authorized pursuant to Article V hereof.
Issuing aad Payiag Ageacy Agreement shall mean the Issuing
and Paying Agency Agreement authorized by the City pursuant to
Section 5.03 of this ResoluCion and entered into by and between
the City and the Paying Agent, as amended from time to time, or
such other agreement as may be entered into by Che City from time
to time which the City deterniines to be in replacement thereof.
Lease shall mean the Arena Lease among the City, the Civic
Center Authority, and Minnesota Hockey Ventures, L.P.
Letter of Representatioa shall mean the Letter of
Representations heretofore executed by the City and the
Depository with respect to the Depository's role with respect to
G1oba1 Certificates.
Outstanding, when used with respect to Bank Notes, shall
mean, as of any particular time, all Bank Notes as to which
amounts shall be payable with respect thereto at such time and,
when used with respect to Commercial Paper Notes, shall mean, as
of any particular time, all Commercial Paper Notes authenticated
and delivered under this Resolution, except Commercial Paper
Notes theretofore canceled by the Paying Agent or defeased
pursuant to Section 7.01 hereof.
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Participants shall mean those financial institutions for
whom the Depository effects book-entry transfers and pledges of
securities deposited and immobilized with the Depository.
Payiag Agent shall mean the Agent appointed pursuant to the
terms of the Issuing and Paying Agency Agreement.
Pricing Committee shall mean a committee Consisting o£ the
Deputy Mayor, Debt Manager, the Treasurer and the Director,
Office oE Financial Services of the City or their designees.
Project Costs shall have the meaning given such term in the
Lease.
Related Agreements shall mean the Dealer Agreement, the
Issuing and Paying Agency Agreement and the Credit Agreement.
Request shall mean a request made, or instructions given, by
telephone or electronic transmission by, or in writing from a
member of the Pricing Committee pursuant to Section 2.03 hereof.
Resolution shall mean this Resolution Authorizing a Taxable
General Obligation Commercial Paper Program adopted by the City
on December 17, 1997, as from time to time amended or
supplemented in accordance with the terms hereof.
Tax TnCrement ACt shall mean Minnesota Statutes, Section
469.174 through 469.179, both inclusive.
Tax InCrement District shall mean the Block 39/Arena
Redevelopment Tax InCrement Financing Di5trict established
pursuant to the Tax InCrement Plan as a"redevelopment district"
pursuant Co Minnesota Statutes, Section 469.174, Subdivision 10a.
Tax InCrement Plan shall mean the tax increment finanCing
plan for the Tax Increment District adopted by the Authority on
September 24, 1997, and approved by the City on September 24,
1997.
Tax Increment Pledge Agreement shall mean the Tax Increment
Pledge Agreement by and between the City and the Authority
pursuant to which the Authority has pledged certain Tax
Increments to the City to pay principal and interest on the
Commercial Paper Notes, the Bank Notes and any temporary bonds
issued pursuant to Section 4.05 hereof.
Tax Iacremeats sha11 mean the tax increments derived from
the Tax Increment District established pursuant to the Tax
Increment Plan.
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Except where the context otherwise requires, words importing
the singular number shall include the plural number and vice
versa, and words importing persons shall include firms, a
associations, corporations, districts, agencies and bodies.
All references in this Resolution to Articles, Sections, and
other subdivisions are to the corresponding Articles, Sections or
subdivisions of this Resolution and the words "herein", "hereof",
"hereunder" and other words of similar import refer to this
Resolution as a whole and not to any particular Article, Section
or subdivision of this Resolution. The headings or titles of the
several Articles and Sections of this Resolution shall be solely
for convenience of reference and shall not affect the meaning,
construction or effect of this Resolution.
SECTION 1.02. Authoritv for this Resolution. This
Resolution is adopted pursuant to the provisions of the Act.
SECTION 1.03. Resolution to Constitute Contract In
consideration of the purchase and acceptance of any and all
Commercial Paper Notes authorized to be issued under this
Resolution by those who shall hold the same from time to time and
in consideration of the agreement of the Banks to make loans
under the Credit Agreement, this Resolution shall be deemed to be
and shall constitute a contract between the City and the Holders
from time to time of the Commercial Paper Notes and the Bank
Notes; and the pledge made in this Resolution shall be for the
equal benefit, protection and security of the Holders of any and
all o£ the Commercial Paper Notes and the Bank Notes Outstanding
at any time, all of which, regardless of the time or times of
their authentication and delivery or maturity, shall be of equal
rank without preference, priority or distinction of any of the
Commercial Paper Notes or of the Bank Notes over any other
thereof except as expressly provided in or permitted by this
Resolution.
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ARTICLE II.
AIITHORSZATION AND GENERAL TERMS AND PROVISION5 OF
CObtZ�RCIAL PAPIsR NOTES; IISB OF PROCEEDS
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SECTION 2.01. Authorizatioa to Borrow aad Issue Commercial
Paper Notes As Evidence Thereof.
1. The City is hereby authorized to borrow and reborrow
from time to time up to $33,500,000 at any one time outstanding
pursuant to this Resolution during the period commencing on the
Effective Date and ending on January 31, 2002 or, if such day is
not a Business Day (as defined in the Credit Agreement), the next
preceding Business Day), for purposes of (i) financing Project
Costs, (ii) paying the principal of, and interest on, maturing
Commercial Paper Notes, and (iii) paying amounts owed under the
Bank Notes. To evidence such borrowing by the City for such
purposes, there is hereby authorized the issuance and sale from
time to time of Commercial Paper Notes of the City, including
renewals thereof, up to a maximum aggregate principal amount
Outstanding at any time of $33,500,000, subject, in all respects,
to the terms and conditions of this Resolution including, without
limitation, subsection 4 of Section 2.02 hereof; provided that
the sum of the aggregate principal amount of the Commercial Paper
Notes and the aggregate principal amount of Bank Notes permitted
to be Outstanding at any time shall not exceed $33,500,000. A
Commercial Paper Note or Bank Note shall not be deemed
Outstanding for purposes of this Section 2.01 if the proceeds of
other Commercial Paper Notes or Bank Notes are available for the
payment thereof. Nothing herein contained shall prohibit the
City from issuing other series of notes or commercial paper notes
pursuant to other resolutions or resolutions supplemental to this
Resolution, all of which the City expressly reserves the right to
do.
SECTION 2.02. Issuance o£ Commercial Paper Notes.
1. The Commercial Paper Notes herein authorized shall be
in suCh denomination or denominations of $100,000 or any larger
integral multiples of 51,000, shall bear such number or numbers,
such date or dates of issue and maturity and such rate or rates
of interest, as shall be specified in a Request given or
delivered to the Paying Agent pursuant to Section 2.03 hereof.
2. The Commercial Paper Notes shall be designated "Taxable
General Obligation Commercial Paper 13otes (Arena PrOjeCt)." The
Commercial Paper Notes shall be dated the date of their issuance,
shall bear interest from their date, and shall be issued in
bearer form, without coupons. Interest on the Commercial Paper
Notes shall be payable on their respective maturity dates.
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Unless the City shall otherwise direct, the Commercial Paper
Notes shall be consecutively numbered.
3. The Commercial Paper Notes shall otherwise have such
terms and conditions as shall be set forth in a Request to be
given or delivered pursuant to Section 2.03 hereof in connection
with the issuance of the Commercial Paper Notes; provided.
however, that unless the City shall adopt an appropriate
supplement to this Resolution amending the following parameters,
each Commercial Paper Note:
(i) shall bear interest at an annual rate
(calculated on the basis of a 365 or 366 day year and on a
basis of actual days elapsed) not in excess of an interest
rate of 15°s per annum,
(ii? sha11 mature not more than 270 days after the
date of issuance thereof, and in no event later than
January 31, 2002 (or, if such day is not a Business Day (as
defined in the Credit Agreement), the next preceding
Business Day), and
(iii) shall have a purchase price of not less than 100%
of the principal amount thereof, less any fee to the Dealer.
4. No CommerCial Paper Note shall be is5ued pursuant to
this Resolution unless, at the time of such issuance, (i) the
aggregate principal amount of all Commercial Paper Notes and all
Bank Notes then Outstanding, after giving effect to (a) the
issuance of Commercial Paper Notes and borrowings with respect to
Bank Notes on such date and (b) the application of the proceeds
thereof by deposit into the CP Note Payment Account or the Debt
Service Account, as the case may be, is equal to or less than the
greater of $33,500,000 and (ii) the aggregate principal amount of
all Commercial Paper Notes Outstanding after giving effect to (a)
the issuance of Commercial Paper Notes and borrowings with
respect to Bank Notes on such date and (b) the application of the
proceeds thereof by deposit into the CP Note Payment Account or
the Debt Service Fund, as the case may be, will be equal to or
less than the unused available amount of the Banks' commitment
under the Credit Agreement. For purposes of this subsection 4 of
this Section 2.03, the proceeds of Commercial Paper Notes and
borrowings with respect to Bank Notes deposited into the CP Note
Payment Account or the Debt Service Account, as the case may be,
shall not be taken into account in the foregoing calculations
unless such proceeds are used on the date of the issuance of the
Commercial Paper Notes to pay maturing Commercial Paper Notes or
Bank Notes, as the case may be.
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5. Notwithstanding anything to the contrary contained
herein, no Commercial Paper Notes shall be issued from and after
(i) the occurrence of any event which terminates the Banks'
commitment to make loans under the Credit Agreement for the
purpose of paying the principal of, and interest on, Coaanercial
Paper Notes issued after the occurrence of such event, or (ii)
receipt by the City and the Paying Agent of No-ISSUance
Instructions from the Agent pursuant to Section 2.1(b) o£ the
Credit Agreement.
6. Upon their original i5suance the Commercial Paper Notes
will be issued in the form of a single Global Certificate for
each maturity, deposited with the Depository by the Purchaser and
immobilized as provided in paragraph 7. No beneficial owners of
interests in the Commercial Paper Note will receive certificates
representing their respective interests in the Commercial Paper
Notes except as provided in paragraph 7. Except as so provided,
during the term of the Commercial Paper Notes, beneficial
ownership (and subsequent transfers of benefiaial ownership) of
interests in the Global Certificates will be reflected by book
entries made on the records of the Depository and its
participants and other banks, brokers, and dealers participating
in the national system. The Depository's book entries of
beneficial ownership interests are authorized to be in increments
of $100,000 of principal of the Commercial Paper Notes, but not
smaller increments, despite the larger authorized denominations
of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the
Paying Agent, and in turn by the Paying Agent to the Depository
or its nominee as the owner of the Global Certificates, and the
Depository according to the laws and rules governing it will
receive and forward payments on behalf of the beneficial owners
of the Global Certificates.
Payment of principal of, premium, if any, and interest on a
Global Certificate may in the City's discretion be made by such
other method of transferring funds as may be requested by the
Holder of a Global Certificate.
7. Pursuant to the request of the Dealer to the
Depository, immediately upon the original delivery of the
Commercial Paper Notes the Dealer will deposit the Global
Certificates representing a11 of the Commercial Paper Notes with
the Depository. The Global Certificates shall be in typewritten
form or otherwise as acceptable to the Depository, shall be
registered in the name of the Depository or its nominee and shall
be held immobilized from circulation at the offices of the
Depository on behalf of the Dealer and subsequent owners. The
Depository or its nominee will be the sole holder of record of
the Global Certificates and no investor or other party
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purchasing, selling or otherwise transferring ownership of
interests in any Commercial Paper Notes is Co 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.
Certificates evidencing the Commercial Paper Notes may not
after their original delivery be transferred or exchanged except:
(i) To any successor of the Depository (or its
nominee) or any substitute depository (a "substitute
depository") designated pursuant to clause (ii) 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,
(ii) To a substitute depository designated by and
acceptable to the City upon (a) the determination by the
Depository that the Commercial Paper Notes shall no longer
be eligible for its depository services or (b) 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 (i) of this subparagraph, or
(iii) To those persons to whom transfer is requested
in written transfer instructions in the event that:
(a) the Depository shall resign or discontinue
its services for the Commercial Paper Notes and the
City is unable to locate a substitute depository within
two (2) months following the resignation or
determination of non-eligibility, or
ib) 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
Holder other than the Depository (or its nominee),
might adversely affect the interest of the beneficial
owners of the Commercial Paper Notes, or (2) that it is
in the best interest of the beneficial owners of the
Commercial Paper Notes that they be able to obtain
certificated bonds,
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in either of which events the City shall notify holders of
its determination and of the availability of certificates
(the "Replacement Commercial Paper Notes").
In the event of a succession of the Depository as may
be authorized by this paragraph, the Paying Agent upon presenta-
tion of Global Certificates shall transfer them to the substitute
or successor depository, and the substitute or successor
depository shall be treated as the Depository for all puzposes
and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor
depository unless the City and the substitute or successor
depository so agree, and a similar agreement may be entered into.
SECTION 2.03. Delivery of Commercial Paper Notes.
1. Prior to the delivery by the Paying Agent of any
Commercial Paper Notes under this Resolution, there shall be
given or delivered, via telephone, telex or any other
communication medium available to the City, the Paying Agent and
the Dealer, a Request of the City executed by a member of the
Pricing Committee instructing the Paying Agent to authenticate
and deliver such Commercial Paper Notes to the Dealer (or any
designee or affiliate thereof) specified, which Request shall
contain instructions with respect to, and approve on behalf of
the City:
(i) the aggregate principal or face amount of
Commercial Paper Notes then to be issued and the
denominations in which they are to be issued,
(ii) the rate of interest with respect to each
Commercial Paper Note,
(iii) the date of each Commercial Paper Note and the
maturity date thereof, and
(iv) the purchase price of each Commercial Paper
Note, which will be 1000 of each Commercial Paper Note, less
any Dealer fee.
2. All oral Requests or Requests given by electronic
transmission (other than by a time-sharing terminal) given as
herein provided shall be confirmed in writing by a member of the
Pricing Committee as promptly as practicable thereafter. Written
Requests and written confirmations of oral or elecCronically
transmitted Requests shall be in substantially the following
form:
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City of Saint Paul, Minnesota
Request Pursuant to
Section 2.03 of the
Resolution Authorizing a Taxable General Obligation
CommerCial Paper Program (Arena Project)
adopted December 17, 1997
No.
1. The City of Saint Paul, Minnesota (the "City") hereby
instructs First Trust National Association, in St. Paul,
Minnesota, as Issuing and Paying Agent (the "Agent") under the
Resolution Authorizing a Taxable General Obligation Commercial
Paper Program (Arena Project) adopted on December 17, ].997 (the
"Resolution"), to authenticate and deliver to Dougherty Summit
Securities LLC its Taxable General Obligation Commercial Paper
Notes (Arena Project), described in Schedule A hereto (the
"Commercial Paper Notes") bearing such dates and in such amounts,
at such interest rates and maturing on such dates as are set
forth in Schedule A attached hereto.
2. The City hereby conEirms that the representations and
warranties of the City set forth in Article VII of the
Resolution, Section 3 of the Dealer Agreement and Article V of
the Credit Agreement are true and correct in all material
respects on and as of the date hereof with the same effect as
though made on and as of the date hereof.
3. The City hereby represents and warrants that no Event
of Default exists under any Related Agreement (as specified in
such documents), that no event has occurred which, with the
passage of time, the giving of notice, or both, would become such
an Event of Default, that the City has performed in all material
respects all of the covenants and agreements that it is required
to have per£ormed under the Resolution and the Related
Agreements, that the issuance and delivery of the Commercial.
Paper Notes has been duly authorized by the City, and that,
immediately after the issuance and delivery of such Commercial
Paper Notes, the principal amount of and interest to maturity on
Commercial Paper Notes outstanding under the Resolution will be
as indicated opposite Item 1 on Schedule A and the available
Commitment under the Credit Agreement at such time will be as
indicated opposite Item 2 on Schedule A.
4. Unless otherwise defined herein, the tez used in this
Request have the respective meanings given to such terms in the
Resolution.
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1 IN WITNESS WHEREOF the undersigned has hereunto set his or
2 her hand this _ day of ,
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5 CITY OF SAINT PAUL, MINNESOTA
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8 By
9 (Authorized Officer)
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Note
Number
TERMS OF COMMfiRCIAL PAPER NOTES
Principal
or Face Date of Interest Maturity
Amount Issuance Rate Date
SCHEDULE A
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Item No. Descriptions
1 Principal Amount of and Interest to
Maturity on Commercial Paper Notes
Outstanding Under the Resolution
2 Available Commitment under the
Credit Agreement
3 Amount authorized by Section
2.01(2) and Section 2.02(4)
4 Expiration Date of Credit Facility
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Fee
Amount
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SSCTION 2.04. Pavment; Execution.
1. The principal of, and interest on, the Commercial Paper
Notes shall be payable in any coin or currency of the United
States of America which, at the respective dates of payment
thereof, is legal tender for the payment of public and private
debts. The principal and interest with respect to Commercial
Paper Notes shall be payable by wire transfer of immediately
available funds upon presentaCion and surrender of such
Commercial Paper Notes at the principal o£fice of the Paying
Agent or designated agents thereof. Payment of interest on the
Commercial Paper Notes shall be made only upon maturity of such
Commercial Paper Notes.
2. The Commercial Paper Notes shall be signed in the name
of the City by the manual or facsimile signature of its Mayor,
attested by the City Clerk, and countersigned by the Director,
Office of Financial Services, its corporate seal having been
intentionally omitted as permitted by law. Tn case any one or
more of the officers who shall have signed or sealed any of the
Commercial Paper Notes shall cease to be such officer before such
Commercial Paper Notes so signed and sealed shall have been
executed and delivered, such Commercial Paper Notes may,
nevertheless, be authenticated and delivered as herein provided,
and may be issued as if the persons who signed or sealed such
Commercial Paper Notes had not ceased to hold such offices. Any
Commercial Paper Note may be signed and sealed on behalf of the
City by such persons as at the time of the execution of such
Commercial Paper Notes shall be duly authorized or hold the
proper office in the City, although at the date borne by the
Commercial Paper Notes such person5 may not have been so
authorized or have held such office.
SECTION 2.05. Form of Co�ercial PaAer Notes. Subject to
the provisions of this Resolution, the Commercial Paper Notes
issued under this Resolution shal.l be substantially in the form
set forth in Article VIii hereof with such appropriate
variations, omissions and insertions as are pexmitted or required
by this Resolution.
SECTION 2.06. Authentication. Only such Commercial Paper
Notes as shall bear thereon a manually executed authentication
signature of an authorized officer or employee of the Paying
Agent or of the AuthentiCating Agent shall be entitled to any
right or benefit under this Resolution, and no Commercial Paper
Note shall be valid or obligatory for any purpose or entitled to
any benefit under this Resolution unless and until an
authentication signature of an authorized officer or employee of
the Paying Agent or of the Authenticating Agent shall have been
duly executed on the Commercial Paper Note. The authentication
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signature of the Paying Agent or of the Authenticating Agent by
such officer or employee upon any such Commercial Paper Note
shall be conclusive evidence that such Commercial Paper Note has
been authenticated and delivered under this Resolution.
SECTION 2.07. Mutilated, Lost, Stolen or Destroyed
Commercial Pa�er Notes. If any Commercial Paper Notes are
mutilated, lost, stolen or destroyed, the City shall execute and
the Paying Agent sha11 authenticate and deliver a new Commercial
Paper Note of like date, maturity and denomination as the
Commercial Paper Note that was mutilated, lost, stolen or
destroyed; provided that (i) in the case o£ any mutilated
Commercial Paper Note, such mutilated Commercial Paper Note shall
first be surrendered to the Paying Agent authenticating such new
Commercial Paper Note, (ii) in the case of any lost, stolen or
destroyed Commercial Paper Note, there shall be first furnished
to the Paying Agent evidence of such loss, theft or destruction
satisfactory to the Paying Agent and the City together with
indemnity satisfactory to the Paying Agent and the City, (iii)
a11 other reasonable requirements of the City are complied with
and (iv) fees and expenses in connection with such transaction
are paid by the Holder or owner of the Commercial Paper Note. In
the event any such lost, stolen or destroyed Commercial Paper
Note shall have matured, instead of issuing a duplicate
Commercial Paper Note the City may pay the same without surrender
thereof; provided that there shall be first furnished to the
Paying Agent evidence of such loss, theft or destruction
satisfactory to the Paying Agent and the City together with
indemnity satisfactory to the Paying Agent and the City. Any
such new Commercial Paper Note issued pursuant to this Section in
substituCion for Commercial Paper Notes al.leged to be destroyed,
stolen or lost shall constitute original additional contractual
obligations on the part of the City, whether or not the
Commercial Paper Notes so alleged to be destroyed, stolen or lost
be at any time enforceable by anyone, and shall be equally
secured by and entitled to equal and proportionate benefits with
all other Commercial Paper Notes issued under this Resolution, in
any moneys or securities held by the City or any Fiduciary for
the benefit of the Holders of the Commercial Paper Notes.
SECTION 2.U8. IIse of Commercial Pager Note Proceeds. A11
Commercial Paper Note proceeds shall be credited by the Paying
Agent to the CP Note Payment Account established pursuant to the
Issuing and Paying Agency Agreement and shall be (i) applied to
the payment of principal of, and interest on, maturing Commercial
Paper Notes, (ii) applied, upon instructions of the City, to the
payment of the principal of and interest on the Bank Notes, or
(iii) transferred to the Construction Account established under
and pursuant to this Resolution for application to the payment of
Project Costs. All proceeds of the Commercial Paper Notes held
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1 pursuant to clauses (i) and (ii) above shall be held in cash and
2 shall not be reinvested.
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ARTICLS I2I.
AIITSORIZATION AND GSNSRAL TERMS AND
PROVISIONS OF BANtC NOTES
SECTION 3.D1. Authorization of Sank Notes; Principal Amount
and Designation of Series.
1. Subject to subsection 2 of this Section 3.01, the City
is hereby authorized to borrow and zeborrow up to $33,500,000
pursuant to the Credit Agreement for the purposes of providing
liquidity support for the Commercial Paper Notes. To evidence
the City's obligation to repay moneys borrowed by the City from
time to time under the Credit Agreement, there is hereby
authorized the issuance from time to time of Bank Notes of the
City up to a maximum aggregate principal amount Outstanding at
any time of $33,500,000, subject, in all respects, to the terms
and conditions of this Resolution, including, without limitation,
subsection 2 of this Section 3.01 and subsection 4 of Section
2.02 hereof; �nrovided that the sum of the aggregate principal
amount o£ the Commercial Paper Notes and the aggregate principal
amount of Bank Notes permitted to be Outstanding at any time
sha11 not exceed $33,500,0�0, subject to the provisions of
subsection 2 of this Section 3.01. Such Bank Notes shall be
designated Taxable General Obligation Bank Notes (Arena Project).
All or a portion of the principal amount of a Bank Note shall not
be deemed Outstanding for purposes of this Section 3.01 to the
extent the proceeds of borrowings under the Credit Agreement or
other Commercial Paper Notes are to be applied toward the payment
thereof.
2. The officers of the City hereinafter authorized pursuant
to Section 5.05 hereof, and each of them, are authorized to
exeCUte and de].iver the Bank Notes, subject to completion thereo£
and to the provisions of this Resolution, and with such changes
therein as the officer executing the same may approve as
necessary or desirable and in the best interest of the City, such
approval and acceptance to be evidenced conclusively by the
execution and delivery of such Bank Notes by such o£ficer, the
other authorized officer of the City is hereby authorized,
empowered and directed to attest such execution and delivery,
provided that such attesting officer shall not have executed such
Bank Notes. The City's corporate seal shall be intentional.ly
omitted as permitted by law.
SECTSON 3.Q2. Execution aad Deliverv, Dates aad
Denominations of 8ank Notes. On or prior to the Effective Date,
the City shall execute, authenticate and deliver to the Agent,
for the account of the Banks, Bank Notes as provided in this
Section 3.02. The Bank Notes shall be dated the date of their
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execution and delivery. Except as provided in Section 3.05
hereof, and except as otherwise may be provided in the Credit
Agreement, a single, separate Bank Note shall be issued on behalf
of each Bank, registered in the name of such Bank. Subject to
the provisions of subsection 2 of Section 3.01 hereof, each Bank
Note shall have a stated maximum principal amount equal to the
commitment under the Credit Agreement for the Bank in whose name
such Bank Note is registered; provided, however, that the
aggregate of the stated maximum principal amounts of all Bank
Notes to be Outstanding at any time shall not exceed the
aggregate principal amount of the Commercial Paper Notes
authorized pursuant to Section 2.01 hereof.
SECTIOI3 3.03. Outstanding Principal Amounts of Bank Notes,
Interest on Bank Notes, Pavment of Bank Notes.
1. The principal amount Outstanding with respect to any
Bank Note at any time shall equal the amount borrowed by the City
under the Credit Agreement from the Bank in whose name such Bank
Note shall be registered, less any prior repayments thereof.
2. Each Bank Note shall bear interest during the same
periods and at the same rates as are applicable to the Loans (as
defined in the Credit Agreement) evidenced by such Bank Note made
by a Bank under and pursuant to the Credit Agreement, determined
as provided in the Credit Agreement.
3. The principal of the Bank Notes, and interest thereon,
shall be payable (and prepayable) at the same times and in the
same amounts as are applicable to the respective Loans (as
defined under the Credit Agreement) evidenced by such Bank Notes
made by the Banks under and pursuant to the Credit Agreement,
determined as provided in the Credit Agreement.
SECTION 3.04. Form of Bank Notes and Schedule of Loan5 and
ReAavments, Completion of Such Schedule.
1. The Bank Notes issued under this Resolution, including
the schedule of loans and repayments attached thereto, shall be
substantially in the form set forth as Exhibit A to the Credit
Agreement with such appropriate variations, omissions and
insertions as are permitted or required by this Resolution or the
Credit Agreement.
2. The Holder of each Bank Note is authorized to record on
the schedule of loans and repayments attached to such Bank Note,
or a continuation thereof, each loan made by such Holder to the
City, the respective dates, amounts, types and maturities thereof
and all repayments of the principal thereof and, prior to any
transfer thereof, appropriate notations to evidence the foregoing
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information shall be endorsed by such Holder on such schedule, or
a continuation thereof; provided, however, that the failure of
such Holder to make any such recordation or endorsement shall not
affect the obligations of the City under such Bank Note or under
the Credit Agreement.
SECTION 3.05. Limitations on Trausfer aad Exchanae of Baak
Notes.
1. Except as hereinafter provided in paragraph 3 of this
Section 3.05, and notwithstanding anything to the contrary
contained in the this Resolution, the Bank Notes shall not be
transferable by the Holders thereo£.
2. Notwithstanding the provisions of paragraph 1 of this
Section 3.05, if and to the extent provided in the Credit
Agreement, any Holder of a Bank Note may, by notice in writing to
the City, request that its loans of a partiaular type be
evidenced by a separate Bank Note in an amount equal to the
aggregate unpaid principal amount of such loans. Upon receipt of
any such request, and upon presentation and surrender by such
Holder of its Bank Note, the City shall execute and deliver to
such Holder, in substitution for the Bank Note so surrendered,
separate Bank Notes in respective principal amounts equal to the
aggregate unpaid principal amounts of the loans of each such
particular type.
3. Notwithstanding the provisions of paragraph 1 of this
Section 3.05, any Holder of a Bank Note may assign its rights
with respect to such Bank Note and its commitment under the
Credit Agreement in accordance with the provisions of the Credit
Agreement. Upon such assignment, and upon presentation and
surrender of such Bank Note, the City shall execute and deliver
to the appropriate person(s), in substitution for the Bank Notes
so surrendered, one or more Bank Notes in an aggregate principal
amount equal to the principal amount of the Bank Note so
surrendered, so as to give effect to such assignment.
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ARTICLE IV.
FDNDS AND ACCOUNTS; SECIIRITY FOR COb1[�SERCIAL PAPER NOTES
AND BANK NOTES
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SECTION 4.01. Fund and Accounts. There is hereby created a
special account designated the "Taxable General Obligation
Commercial Paper Program Fund (Arena Project)" (the '�F'und") to be
administered and maintained by the Treasurer as a bookkeeping
account separate and apart from all other funds maintained in the
official £inancial records of the City. The Fund shall be
maintained in the manner herein specified until the Commercial
Paper Notes, the Bank Notes and any additional temporary bonds
issued pursuant to Section 4.04 hereof and made payable from the
Fund have been paid. There shall be maintained in the Fund two
separate accounts to be designated the "Construction Account" and
"Debt Service Account", respectively.
(1) Construction Account. To the Construction ACCOUnt
there sha11 be credited at Closing $30,000,000 of the proceeds of
the sale of Commercial Paper Notes. The proceeds of the
Commercial Paper Notes held in the Construction Account shall be
disbursed to pay Project Costs in accordance with the terms and
provisions of the Lease. Pending such disbursement, funds in the
Construction Account shall be invested by the City Treasurer in
accordance with the applicable provisions of Minnesota Statutes,
Chapter 118A, as amended. Any investment earnings on the funds
in the Construction Account may be transferred by the City at any
time to the Costs of Issuance Subaccount hereinafter established
in the Construction Account.
(a) Cost of Issuance Subaccount. There is hereby
created within the Construction Account a special subaccount
designated the "Costs of Issuance Subaccount." The City may
deposit in the Costs of Issuance Subaccount any investment
earnings on amounts deposited in the Construction Account.
Funds in the Costs of Issuance Subaccount may be used and
withdrawn by the City to pay costs of issuance of the
Commercial Paper Notes or Bank Notes or may be transferred
to the Debt Service Account and used to pay principal or
interest on maturing Commercial Paper Notes or Bank Notes.
(2) Debt Service Account. There are hereby irrevocably
appropriated and pledged to, and there shall be credited to, the
Debt Service ACCOUnt: (a) any Tax Increments received by the
City pursuant to the Tax Increment Pledge Agreement to pay the
principal and interest paymenCs on the Commercial Paper Notes or
Bank Notes; (b) such amount of the proceeds of the sale of
Commercial Paper Notes as are determined by the Pricing Committee
as necessary to fund capitalized interest; (c) the proceeds of
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any additional temporaxy bonds or definitive bonds issued by the
City to refund the Commercial Paper Notes or Bank Notes; (d) any
collections of taxes which may hereafter be levied in the event
that the Tax Increments and other sums, including the proceeds of
additional temporary bonds or definitive bonds herein pledged to
the payment of the Commercial Paper Notes, Bank Notes or other
temporaiy bonds are insufficient therefor; (e) all investment
earnings on funds held in the Debt Service Account; and (f) any
and all other moneys which are properly available and are
appropriated by the governing body of the City to the Debt
Service Account. The Debt Service Account shall be used solely
to pay the principal and interest of the Commercial Paper Notes
or Bank Notes, or any additional temporary bonds issued by the
City and made payable from the Debt Service Account.
SECTION 4.02. Pledqe of Tax Increments. The City hereby
appropriates, to the extent and subject to the limiCations of the
Tax Increment Act, to the Debt Service Account, the Tax
Increments received by the City from the Authority pursuant to
the Tax Increment Pledge Agreement, which appropriation shall
continue until a11 of the Commercial Paper Notes and Bank Notes,
and any other general obligation temporary bonds issued by the
City and made payable from the Debt Service Account, are paid or
discharged. The City hereby expressly reserves the right to use
the Ta�c Increments to finance costs set forth in the Tax
Increment Plan not financed by the Commercial Paper Notes.
Notwithstanding any provisions herein to the contrary, the City
reserves the right to terminate, reduce, or apply to other lawful
purposes the Tax Increments herein pledged to the payment of the
Bonds and interest thereon to the exCent and in the manner
permitted by law.
SECTIOAI 4.03. Pled4e of Tax Inaremeats and Full Faith and
Credit Tax Increments derived from the Tax Increment District
are hereby pledged to the payment of the Commercial Paper Notes,
the Bank Notes and any other additional temporary bonds hereafter
issued and made payable from the Debt ServiCe Account. The
estimated collection of Tax Increments exceeds twenty percent
(20°s) of the Project Costs financed by the Commercial Paper
Program. For the prompt and full payment of the principal of and
interest on the Commercial Paper Notes, the Bank Notes any other
additional temporary bonds or definitive bonds hereafter issued
and made payable from the Debt Service Account, as the same
respectively become due, the full faith, credit and taxing powers
of the City sha11 be and are hereby irrevocably pledged. If the
balance in the CP Note Payment ACCOUnt or Debt ServiCe Account is
ever insufficient to pay all principal and interest then due on
the Commercial Paper Notes, the Bank Notes, any other additional
temporary bonds hereafter issued and made payable from the Debt
Service Account, the deficiency shall be promptly paid out of any
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other accounts of th
and such other funds
Debt Service Account
therein.
e City which are available for such purpose,
may be reimbursed without interest from the
when a sufficient balance is available
SSCTION 4.04. AnDlication of Moaevs ia Debt Service
Account.
1. Amounts in the Debt Service Account shall be applied to
the payment of the principal of, and interest on, the Commercial
Paper Notes and to the payment of the principal o£, or interest
on, the Bank Notes when due, as £urther provided in this Section
4.04.
2. To the extent moneys are not available on any date in
the CP Note Payment Account from the proceeds of Commercial Paper
Notes, borrowings under the Credit Agreement or other lawful
sources to pay the full principal of, and interest on, Commercial
Paper Notes maturing on such date, then the City shall, by
telephone, telex, telecopier or other telecommunications device,
direct the Paying Agent to pay out of the Debt 5ervice Account,
and upon such direction the Paying Agent shall deposit in the CP
Note Payment Account, the amount of such difference. Such
direction shall prompCly be confirmed in writing by an Authorized
Officer.
3. To the extent moneys are not available on any date in
the CP Note Payment Account from the proceeds of Commercial Paper
Notes or other lawful sources to pay the principal of, or
interest on, the Bank Notes maturing on such date, then the City
shall, by telephone, tielex, telecopier or other telecommunica-
tions device, direct the Paying Agent to pay out of the Debt
Service Account, and upon such direction the Paying Agent shall
pay, to the Holders of such Bank Notes the amount of such
difference. Such direction shall promptly be confirmed in
writing by an Authorized Officer. In making the payments
provided for in this paragraph 3, the Paying Agent may rely upon
written statements from the Agent as to the principal of, or
interest on, Bank Notes. Payments in respect of the Bank Notes
shall be made to the Agent for distribution to the Holders of the
Bank Notes.
SECTION 4.05. Additional Temporary Bonds.
To provide money for the prompt and full payment of the
principal and interest on the Commercial Paper Notes or the Bank
Notes, if and to the extent that the principal and interest on
the Commercial Paper Notes and Bank Notes cannot be paid from
other sources herein pledged or appropriated for such purpose,
Che City may issue one or more issues of general obligation
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temporary bonds maturing not more than three years from their
date of issuance and in no event later than six years after the
date of original issuance of the Commercial Paper Notes. The
aggregate principal amount of any additional temporary bonds,
together with any outstanding Commercial Paper Notes or Bank
Notes, shall not exceed $33,500,000. The Pricing Committee
hereby is authorized to negotiate the sale of the additional
temporary bonds, to determine the redemption provisions, maturity
dates and to set the interest rate or rates to be borne thereby;
provided that no interest rate shall exceed fifteen percent
(15.00°s) per annum.
STCTION 4.06. Definitive Bonds
To further provide moneys for the prompt and full payment of
principal and interest on the Commercial Paper Notes, the Bank
Notes or any additional temporary bonds issued pursuant to
Section 4.05 hereof (collectively, the "Temporary Bonds"?, the
City shal], issue and sell definitive bonds, at or prior to the
final maturity date of the Temporary Bonds issued hereunder, in
such amounts as are needed to pay the principal and interest then
due on said Temporary Bonds after the application and the
appropriation of such other munioipal funds as are properly
available for such purpose. The Council hereby finds, determines
and declares that the estimated collections of other revenues Co
be received before the maturity date of the Temporary Bonds,
together with the proceeds of any definitive bonds to be issued
at or before said maturity date, and other revenues p7,edged for
the payment of said Temporary Bonds and the interest thereon will
equal the principal and interest requirements of said Temporary
Bonds as the same become due.
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ARTICLE V.
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INITIAL RELATI3D
SECTION 5.01. Credit Aareement. The Credit Agreement in
the form presented at this meeting is approved in substantially
the form attached hereto as Exhibit A, subject to and with such
changes therein as the Treasurer or Director, Office of Financial
Services, of Che City may approve as necessary or desirable, such
approval to be conclusively evidenced by the execution thereof.
The Mayor, Director, Office of Financial Services and Clerk are
hereby authorized to execute the Credit Agreement, with such
changes therein as the Treasurer or Director, Office of Financial
Services, may approve as aforesaid, and to deliver the Credit
Agreement to the Banks.
SECTION 5.02. Dealer Acrreemeat. The Dealer Agreement
presented at this meeting is approved in substantially the form
attached hereto as Exhibit B, subject to and with such changes
therein as the Treasurer or Director, Office of Financial
Services, may approve as necessary or desirable, such approval to
be conclusively evidenced by the execution thereof. The Mayor,
Director, Office of Financial Services, and Clerk are hereby
authorized to execute the Dealer Agreement, with such changes
therein as the Treasurer or Director, Office of Financial
Services, may approve as aforesaid, and to deliver the Dealer
Agreement to the Dealer.
SECTION 5.03. Issuina and Paving Aqency Acrreement. The
Issuing and Paying AgenCy Agreement in the form presented at this
meeting is approved in substantially the form attached hereto as
Exhibit C, subject to and with such changes therein as the
Treasurer or Director, Office of Financial Services, of the City
may approve as necessary or desirable, such approval to be
conclusively evidenced by the execution thereof. The Mayor,
Director, Office of Financial Services, and Clerk are hereby
authorized to execute the Issuing and Paying Agency Agreement,
with such changes therein as the Director, Office of Financial
Services or Treasurer may approve as aforesaid, and to deliver
the Issuing and Paying Agency Agreement to the Paying Agent.
SECTION 5.04. Tax Increment Pledae Aareement. The Tax
Increment Pledge Agreement presented at this meeting is approved
in substantially the form attached hereto as Exhibit D, subject
to and with such changes therein as the Treasurer or Director,
Office of Financial Services, may approve as necessary or
desirable, such approval to be conclusively evidenced by the
execution thereof. The Mayor, Director, Office of Financial
Services, and Clerk are hereby authorized tio execute the Tax
Increment Pledge Agreement, with such changes therein as the
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Treasurer or Director, Office of Financial Services, may approve
as aforesaid, and to deliver the Dealer Agreement to the Dealer.
SSCTION 5.05. Offerina Memorandum. The offering memorandum
(the "Offering Memorandum") in substantially the form provided at
this meeting be and it hereby is approved in substantially the
form attached hereto as Exhibit E, subject to such changes
therein as the fireasurer or Director, Office of Financial
Services may approve as necessary or desirable, such approval to
be conclusively evidenced by the delivery of the Offering
Memorandum to the Dealer, the Treasurer or the Director, Office
of Financial Services, are authorized to deliver the Offering
Memorandum to the Dealer.
SECTION 5.06. Officers Authorized to Execute and Deliver
Bank Notes. The Mayor and the Director, Office of Financial
Services, of the City are each hereby authorized to execute the
Bank Notes on behalf of the City, subject to completion thereof,
and with such changes therein as such officers may approve as
necessary and desirable and in the best interest of the City,
such approval to be conclusively evidenced by the execution and
delivery thereof. The seal of the City may be omitted from the
Bank Notes as permitted by law. Such officers are each hereby
authorized to deliver such Bank Notes on behalf of the City.
to do such other acts and things, as may be necessary or
advisable in connection with the execution and delivery of the
Initial Related Agreements, the Bank Notes, the delivery of the
Offering Memorandum to the Dealer, the sale and issuance from
time to time of the Commercial Paper Notes, the deposit and
SECTION 5.07. Authorized Officers. The Mayor, Clerk,
Treasurer, Director, Office of Financial ServiCes, or any other
officer, employee or agent of the City as shall hereinafter be
designated by resolution o£ the City, be, and they hereby are,
and each of them hereby is, authorized to take such action as may
be required to be taken by Authorized Officers hereunder and
under the Initial Related Agreements, to execute such doCUments,
instruments and papers, and to operate, such bank accounts, and
investment of the proceeds thereof and the delivery of amendments
and/or supplements to the Otfering Memorandum to the Dealer from
time to time.
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ARTICLE V2.
, WARRANTISS APID AGRBEMR�iTS OF
THE City
The City hereby represents, warrants and agrees with the
Trustee and the Holders ot the Commercial Paper Notes as follows:
SSCTION 6.01. Pavment of Commercial Paner Piotes. The City
shall duly and punetually pay or cause to be paid principal and
interest on each of the Commercial Paper Notes at the dates and
places and in the manner mentioned in the Commercial Paper Notes,
according to the true intent and meaning thereof. For the
purpose of providing for the payment of the principal and
interest on Outstanding Commercial Paper Notes on the date that
the same shall become due and payable, the City, on or prior to
such date, and if on such date, no later than 2:00 P.M., New York
time, will pay or cause to be deposited in the Debt Service
Account an amount which, together with other amounts then on
deposit in such Debt Service Account or on deposit in the CP Note
Payment Account, wi11 be sufficient and available to make such
payment on such date.
SECTION 6.02. Office for ServicinQ Cou¢nercial Paper Notes.
The City shall at all times maintain an agency in New York, I3ew
York, where Commercial Paper Notes may be presented for payment.
The City shall at all times maintain an agency in New York, New
York, where notices, demands and other documents may be served
upon the City in respect of the Commercial Paper Notes or of this
Resolution. The City hereby appoints tihe Paying Agent as the
Sond Registrar to maintain an agency for the registration,
transfer or exchange of Commercial Paper Notes, and for the
service upon the City of such notices, demands and other
documents.
SECTION 6.03. Further Assurance. At any and all times the
City shall, as far as it may be authorized by law, comply with
any reasonable request of the Paying Agent to pass, make, do,
execute, acknowledge and deliver, all and every such further
resolutions, acts, deeds, conveyances, assignments, transfers and
assurances as may be necessary or desirable for the better
assuring, conveying, granting, pledging, assigning and confirming
all and singular the rights, moneys, securities and funds hereby
pledged or assigned, or intended so to be, or which the City may
become bound to pledge or assign.
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SECTION 6.04. Power to Issue Commercial Paper Notes. The
City is duly authorized under all applicable laws to create and
issue the Commercial Paper No�es, to adopt this Resolution and to
pledge the full faith and credit of the City to the payment of
the Commercial Paper Notes. The Commercial Paper Notes and the
provisions of the Resolution are and will be the valid and
legally enforceable obligations of the City in accordance with
their respective terms.
SECTION 6.05. Performance of Covenants. The City will
faithfully perform at all times any and all covenants, under-
takings, stipulations and provisions contained in this Resolution
and in any and every Commercial Paper Note and Bank Note
executed, authenticated and delivered hereunder.
SECTION 6.06. Maintenance of Outstanding Commitment.
1. The City covenants and warrants that it will at all
times maintain an available commitment under the Credit Agreement
at least equal to the principal of the Outstanding Commercial
Paper Notes.
2. The City covenants that it will not substitute another
liquidity support agreement for the Credit Agreement then in
etfect, nor will it permit or allow any Bank to assign all or any
part of its obligation to make loans under the Credit Agreement
unless, in any such case, prior to such substitution or
assignment, as the case may be, the City shall have received
written evidence from each rating agency then rating the
Commercial Paper Notes to the effect that such substitution or
assignment, as the case may be, will not, by itself, result in a
reduction, withdrawal or suspension of such rating agency's
ratings of the Commercial Paper Notes from those which then
prevail.
SECTION 6.07. General.
1. The
performed all
or on behalf
Resolution.
City shall do and perform or cause to be done and
acts and things required to be done or performed by
of the City under the provisions of the Act and this
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1 2. Upon the date of authentication and delivery of any of
2 the Commercial Paper Notes or Bank Notes, all conditions, acts
3 and things required by law and this Resolution to exist, to have
4 happened and to have been performed precedent to and in the
5 issuance of such Commercial Paper Notes and Bank Notes shall
6 exist, have happened and have been performed and the issue of
7 such Commercial Paper Notes or Bank Notes, together with all
8 other indebtedness of the City, shall comply in all respects with
9 the applicable laws of the State of Minnesota and the City
10 Charter.
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ARTICLE VII.
MISCELLANEOIIS
Section 7.01. DefeasaaCe
1. If the City shall pay or cause to be paid, or there
shall otherwise be paid, to the Holder of any Commercial Paper
Note the principal and interest due or to become due thereon, at
the times and in the manner stipulated therein and in this
Resolution, then the pledge of funds, moneys and securities
pledged under this Resolution with respect to such Commercial
Paper Note and all covenants, agreements and other obligations of
the City to such Holder, shall thereupon cease, tenninate and
become void and be discharged and satisfied. If the City shall
pay or cause to be paid, or there shall otherwise be paid, to the
Holders of all Commex�cial Paper Notes the principal and interest
due or to become due thereon, at the times and in the manner
stipulated therein and in this Resolution, then the pledge of
moneys and securities pledged under this Resolution and all
covenants, agreements and other obligations of the City to the
Holders of the Commercial Paper Notes, shall thereupon cease,
terminate and become void and be discharged and satisfied_
2. Al1 or any portion of the Commercial Paper Notes shall
be deemed to have been paid within the meaning and with the
effect expressed in paragraph 1 of this Section 7.01 if there
shall have been deposited with the Paying Agent either monies in
an amount which shall be sufficient, or securities of the type
enumerated in Minnesota Statutes, Section 475.67, the principal
of and the interest on which when due will provide monies which,
toqether with the monies, if any, deposited with the Paying Agent
at the same time, shall be sufficient, to pay when due the
principal of and interest due on said Commercial Paper Notes on
the maturity date thereof.
SBCTION 7.02. No Personal Recourse on Commercial Paper
Notes. No member of the City and no officer, agent or employee
of the City shall be individually or personally liable for the
payment of the principal or interest on the Commercial Paper
Notes.
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1 ARTICLE VIII.
2
3 FORM OF CObIDSERCIAL PAPER NOTS
4
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6 SECTION 8.01. Form o£ Commercial Paoer Note. The form of
7 the Commercial Paper Notes shall be of substantially the follow-
8 ing tenor with such variations, omissions and insertions as are
9 required or permitted by this Resolution:
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[COMMERCIAL PAPER NOTE FORMj
IINITBD 5TATES OF AMERICA
STATB OF MIIQNESOTA
CITY OF SAINT PAIIL, RAMSEY COIINTY
Note Number
$
TAXABLE GAQSRAL OBLIGATION COMi��RCIAL
PAPER NOTT (ARENA PROJECT)
Issue Date:
Iaterest Rate: Interest Amount:
%
On , for value received, CITY OF SAINT
PAUL, MINNESOTA (the "City") promises to pay to the Bearer, by
wire transfer of immediately available funds, the sum of
U.S. Dollars upon
presentation and surrender of this Note at the offices of First
Trust National Association (the "Issuing and Paying Agent"), 100
Wall Street, 20th Floor,
Attention: Commercial Paper Operations Manager
(or at such other address or addresses as the Issuing and Paying
Agent may elect upon written notice to the City). Such payment
will be made on the same day as presentation and surrender of
this NoCe to the Issuing and Paying Agent (or, if such day is a
legal holiday or a day on which banking institutions in the ciCy
in which the principal office of the Issuing and Paying Agent are
authorized by law to remain closed, on the next succeeding day
that is not a legal holiday or a day on which banking
institutions in the city in which the principal office of the
Issuing and Paying Agent are authorized by law to remain closed)
if this Note is presented and surrendered to the Issuing and
Paying Agent at or prior to 3:00 P.M., New York City time, on
such date; if this Note is presented and surrendered to the
Issuing and Paying Agent after 3:00 P.M., New York City time, on
any day, such payment will be made on the next succeeding day
that is not a legal holiday or a day on which banking
institutions in the city in which the principal office of the
Issuing and Paying Agent are authorized by law to remain closed.
Interest has been computed on the basis of actual days
elapsed and on the basis of a 365 or 366 day year. No interest
will accrue after maturity.
This Note is one of the notes of the City known as Taxable
General Obligation Commercial Paper Notes (Arena Project) (the
369958.4
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'�Notes"), authorized for issuance, from time to time, pursuant to
the Resolution Authorizing A Ta�cable General Obligation
Commercial Paper Program (Arena Project) adopted by the City on
December 17, 1997 (the "Resolution"), up to but not exCeeding
$33,500,000 in aggregate principal amount at any one time
outstanding, or such lesser amount of similar short-term
indebtedness as may be permitted to be issued and outstanding
thereunder pursuant to the provisions of the Minnesota Statutes,
Chapter 475, and Minnesota Statutes, Sections 469.174 through
469.179, as amended (the "Act"), and other applicable provisions
of law, to pay for Project Costs (as defined in the Resolution),
and to pay amounts owed under the Sank Notes in accordance with
the Credit Agreement dated as of January _, 1998, among the
City, Norwest Bank Minnesota, National Association, and such
other Banks as may become party thereto from time to time and
Norwest Bank Minnesota, National Association, as agent for the
Banks thereunder, or such other credit agreement as is permitted
by the Resolution (the '�Credit Agreement��). Capitalized terms
not otherwise defined herein shall have the meanings given to
such terms in the Resolution.
The City is required by law to issue additional temporary
bonds or definitive bonds at or prior to the maturity of this
Note for the purpose of refinancing, the same if the other funds
which are properly available and are appropriated by the CiCy
Council are not sufficient for the payment thereof. This Note
constitutes a general obligation of the City, and to provide
moneys for the full and prompt payment of its principal and
interest when the same becomes due, the full faith and credit and
taxing powers of the City have been and are hereby irrevocably
pledged.
IT IS HEREBY CERTIFIED AND RECITED that all acts, Conditions
and things required by the Constitution and laws of the State of
Minnesota and Charter of the City to be done, to happen and to be
performed, precedent to and in the issuance of this Note, have
been done, have happened and have been performed, in regular and
due form, time and manner as required by law, and this Note,
together with all other debts of the City 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, charter or statutory limitation of indebtedness.
This Note shall not be entitled to any benefit under the
ResoluCion or be valid or become obligatory for any purpose until
this Note shall have been authenticated by the execution by the
Issuing and Paying Agent of the Certificate of Authentication
hereon.
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IN WITNESS WSEREOF, the City of Saint Paul, Minnesota, has
caused this Note to be signed in its name and on its behalf by
the manual or facsimile signature of its Mayor, attested by its
Clerk and countersigned by its Director, O£fice of Financial
Services, and its corporate seal having been intentionally
omitted as provided by law.
Countersigned for
Authentication only:
CITY OF SAINT PAIIL, RAMSEY COIINTY,
MINNESOTA
Mayor
Attest:
City C1erk
FIRST TRIIST NATIONAL Countersigned:
ASSOCIATION,
as Issuing and Paying
Agent
By
Authorized Signature
369958.4
Director, Office of Financial Services
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ARTICLE IX.
MISCELLANEOIIS
SECTION 9.01. Severabilitv. If any one or more of the
covenants or agreements provided in this Resolution, the Related
Agreements, the Bank Notes or the Commercial Paper Note5 should
be held contrary to law, then such covenants or agreements shall
be deemed severa.ble from the remaining covenants and agreements
of this Resolution, the Related Agreements, the Bank Notes or the
Commercial Paper Notes, as the case may be and sha7.1 in no way
affect the validity of the other provisions of this Resolution,
the Related Agreements, the Bank Notes or the Commercial Paper
Notes.
SECTION 9.02. Reaistration. The City Clerk is hereby
directed to file a certified copy of this resolution with the
Director, Department of Property Taxation, of Ramsey County
Minnesota, together with such other information as he shall
require, and to obtain from said Auditor his certificate that
said Commercial Paper Notes have been entered in the said
Auditor�s Bond Register.
SECTION 9.03. Governincr Law. This Resolution shall be
governed by, and construed in accordance with, the laws of the
State of Minnesota.
SECTION 9.04. Effective Date This Resolution shall be
effective upon adoption by the City Council.
369958.4
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SECTION 9.04. Effective Date. This Resolution shall be
effective upon adoption by the City Council.
Adopted by Council: Date ��•-�� �`�q'7
Adoptio Cert'rfied by Cou�cil Secretary
ay: �.s.�� 1� .r.��...---- c
Approved by Mayor. Date
By:
Requested by Department of:
Office of Financial Services
ey' � �'ln ""`._-`
Form Appr e b City �e
By: _�
�/�
�... ..�t��- .J% . . .
/. . / �
�
Financial Services
� PERSON & PHONE
\\\` S�-u.SJ
\i�l �
DqTE INITIATED
,99� I GREEN SHEET
FOR
TOTAL # OF SIGNATURE PAGES 1
�1'rl'1'� � z'
pEPARTMENT pRECfOP
q� - i53y
No 60936
LRYCd111CIL
❑ L�,,�, ❑
2 CrtYPiTOxNE/ GIYCLERK _�
❑ iRWlMJ4LSE0.V10E5qR ❑ RIFNCIpLSERY(4CCT0
� MnmRfoR4S515TANT) ❑
_ (CLIP ALL LOCATIONS FOR SIGNATURE)
authorizmg a Taxable General Obligatlon Commercial Paper Prog2m for the Arena Pro�ec[.
PLANNING CAMMISSION
q6 COMMITTEE
GIVIL SERVICE CAMMISSION
PERSONAL SERVICE CONTRACTS MUST ANSWER iHE FOLLOWING Q
1 Has this person)firtn eve� wo�ketl under a coM2ci tor [his tlepartment?
YES N�
Has this perso�tfirm ever heen a cM1Y emPloYee?
YES NO
�oe; th�s Persontfrm Mssess a sWU not no�maily possessetl 6Y anY curtent ciry emPbYee7
VES NO
Is this persoNfirtn a targeted ventloh
YES NO
�Explain all yes answers on separate sheet and attach to green sheet
fING PROBLEM ISSUE, OPPORTUNITY (Who, What, When, Whe�e, Why)
bonds are for the purpcse ot fu�ug the Qtys portion ot the costs M cons[nic4on antl eqwpp�ng of a new areira ad7aceM to the RiverCerit*e compiex
�, pnmary sources of revenue to repay any obligahons issued to fnance the CRy Gontnbu[ion will not 6e a�aAable uMil the construction of the new arena is completeq R is recommerMed
issue temporery obligations which wdl be repaid with the proceeds W deflndrve obhgahons aMiapated to he issued dunng the altowable temporary penotl
Paper was deemed to provitle the 9reatest flenbihty fo� temporary fnanang
m place for the CRy contnbWOn to the arena pro}ect
��i ; �y�}'
i's�v � "1 19�1
wrrtnbutlon to the prqect wAI not have financing
AMOUNT OF TRANSACTION S
FUNDING SOURCE
COSTiREVENUE BUDGETED (CIRCLE ONE)
ACTNITY NUMBER
YES NO
FINpNCULL INFORMNTION (E%PW N)