97-304� � �-�, E ,� F P � (� - (� �'3 y �, 3 (, Council File # �
�-a..,i� �
1 — t ��
i � � l � � � `a � � _ � � 3 � a c l 9.'1 Green Shee[ � �� / �`(/
PAUL, MINNESOTA
Preserned By
Referred To
Committee: Date
ao
1
2
3
4
5
ACCEPTING PROPOSAL ON SALE OF
$17,500,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 1997A,
PROVIDING FOR THEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
6 WHEREAS, the Director, Office of Financial Services,
7 has presented proposals received for the sale of $17,500,000
8 General Obligation Capital Improvement Bonds, Series 1997A (the
9 "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
10 WHEREAS, the proposals set forth on Exhibit A attached
il hereto were received pursuant to the Terms of Proposal at the
12 offices of Springsted Incorporated at 10:30 A.M., Central Time,
13 this same day; and
14 WHEREAS, the Director, Office of Financial Services,
15 has advis� �h,�s Coun�l that the proposal of
16 �,`p�/` a. �i-c�.�i , n c� was found to be the most
17 ad antageous an has recommended that said proposal be accepted;
18 and
19 WHEREAS, the proceeds of the Bonds will finance certain
20 capital improvements, for which the City is proceeding pursuant
21 to its Charter and Laws of Minnesota for 1971, Chapter 773, as
22 amended, with any excess to be used for any other purpose
23 permitted by law; and
346617.2
g� �d�
1 WHEREAS, the City has heretofore issued registered
2 obligations in certificated form, and incurs substantial costs
3 associated with their printing and issuance, and substantial
4 continuing transaction costs relating to their payment, transfer
5 and exchange; and
6 WHEREAS, the City has determined that significant
7 savings in transaction costs will result from issuing bonds in
8 "global book-entry form", by which bonds are issued in
9 certificated form in large denominations, registered on the books
10 of the City in the name of a depository or its nominee, and held
11 in safekeeping and immobilized by such depository, and such
12 depository as part of the computerized national securities
13 clearance and settlement system (the "National System") registers
14 transfers of ownership interests in the bonds by making
15 computerized book entries on its own books and distributes
16 payments on the bonds to its Participants shown on its books as
17 the owners of such interests; and such Participants and other
18 banks, brokers and dealers participating in the National System
19 will do likewise (not as agents of the City) if not the
20 beneficial owners of the bonds; and
21 WHEREAS, "Participants" means those financial insti-
22 tutions for whom the Depository effects book-entry transfers and
23 pledges of securities deposited and immobilized with the
24 Depository; and
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
WHEREAS, The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of
New York, or any of its successors or successors to its functions
hereunder (the "Depository"), will act as such depository with
respect to the Bonds except as set forth below, and the City has
heretofore delivered a letter of representations (the "Letter of
Representations") setting forth various matters relating to the
Depository and its role with respect to the Bonds; and
WHEREAS, the City will deliver the Bonds in the form of
one certificate per maturity, each representing the entire
principal amount of the Bonds due on a particular maturity
(each a"Global Certificate"), which single certificate per
maturity may be transferred on the City's bond register as
required by the Uniform Commercial Code, but not exchanged
smaller denominations unless the City determines to issue
Replacement Bonds as provided below; and
Deposito
book-entr
exchanged
registere
date
for
wHEREAS, the City will be able to replace the
ry or under certain circumstances to abandon the "global
y form" by permitting the Global Certificates to be
for smaller denominations typical of ordinary bonds
d on the City's bond register; and "Replacement Bonds"
346677.2
9 � 30�
F�
means the certificates representing the Bonds so authenticated
and delivered by the Bond Registrar pursuant to paragraphs 6 and
12 hereof; and
4 WHEREAS, "Holder" as used herein means the person in
5 whose name a Bond is registered on the registration books of the
6 City maintained by the registrar appointed as provided in
7 paragraph 8(the "BOnd Registrar"); and
8 WHEREAS, Rule 15c2-12 of the Securities and Exchange
9 Commission prohibits "participating underwriters" from purchasing
10 or selling the Bonds unless the City undertakes to provide
11 certain continuing disclosure with respect to the Bonds; and
12
13
14
15
16
17
18
WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds if the City retains an independent financial advisor
and determines to sell the Bonds by private negotiation, and the
City has instead authorized a competitive sale without
publication of notice thereof as a form of private negotiation;
and
19 WHEREAS, proposals for the Bonds have been solicited by
20 Springsted Incorporated pursuant to an Official Statement and
21 Terms of Proposal therein:
22
23
24
25
26
27
aa
29
30
31
32
33
34
35
36
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
1. Acceptance of Pro�osal. The proposal of Piper
Jaffray, Inc. (the "Purchaser"), to purchase $17,500,000 General
Obligation Capital Improvement Bonds, Series 1997A, of the City
(the "Bonds", or individually a"BOnd"), in accordanCe with the
Tenns of Proposal for the bond sale, at the rates of interest set
forth hereinafter, and to pay for the Bonds the sum of
$17,354,238.25, plus interest accrued to settlement, is hereby
found, determined and declared to be the most favorable proposal
received and is hereby accepted, and the Bonds are hereby awarded
to the Purahaser. The Director, Office of Financial Services, or
his designee, is directed to retain the deposit of the Purchaser
and to forthwith return to the others making proposals their good
faith checks or drafts.
37 2. Title: OriQinal Issue Date: Denominations;
38 Maturities. The Bonds shall be titled "General Obligation
39 Capital Improvement Bonds, Series 1997A", shall be dated April 1,
40 1997, as the date of original issue and shall be issued forthwith
41 on or a£ter such date as £ully registered bonds. The Bonds shall
42 be numbered from R-1 upward. Global Certificates shall each be
43 in the denomination of the entire principal amount maturing on a
346617.2 3
9 �.3oy
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
single date, or, if a portion of said principal amount is
prepaid, said principal amount less the prepayment. Replacement
Bonds, if issued as provided in paragraph 6, shall be in the
denominaCion of $5,000 each or in any integral multiple thereof
of a single maturity. The Bonds shall mature on March 1 in the
years and amounts as follows:
Year
1998
1999
2000
2001
2002
Amount
$1,375,000
1,425,000
1,625,000
1,625,000
1,700,000
Year
2003
2004
2005
2006
2007
Amount
$1,775,��0
1,850,000
1,950,000
2,050,000
2,125,000
3. Pux The Bonds shall provide funds for the
construction of the capital improvements in the City's 1997
capital improvement budget (the "Improvements"). The proceeds of
the Bonds shall be deposited and used as provided in paragraph
17, for the purpose described by Laws of Minnesota for 1971,
Chapter 773, as amended, and any excess moneys shall be devoted
to any other purpose permitted by law. The total cost of the
Improvements, which shall include all costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least
equal to the amount of the Bonds. Work on the Improvements shall
proceed with due diligence to completion.
24 4. Interest. The Bonds shall bear interest payable
25 semiannually on March 1 and September 1 of each year (each, an
26 "Interest Payment Date"), commencing September 1, 1997,
27 calculated on the basis of a 360-day year of twelve 30-day
28 months, at the respective rates per annum set forth opposite the
29 maturity years as follows:
30 Maturitv Year Interest Rate
31 1998 3.85%
32 1999 4.34
33 2000 4.40
34 2001 4.50
35 2002 4.60
36
37
38
39
40
41
42
43
Maturity Year Interest Rate
2003
2004
2005
2006
2007
4.70
4.75
4.85
5.00
5.00
5. Description of the Global Certificates and Global
Book-Entrv System. Upon their original issuance the Bonds will
be issued in the form of a single Global Certificate for each
maturity, deposited with the Depository by the Purchaser and
immobilized as provided in paragraph 6. No beneficial owners of
interests in the Bonds will receive certificates
their respective interests in the Bonds except a
paragraph 6. Except as so provided, during the
representing
s provided in
term of the
346617.2
q����
1
2
3
r�
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
Bonds, beneficial ownership (and subsequent transfers of
beneficial ownership) of interests in the Global Certificates
will be reflected by book entries made on the records of the
Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's
book entries of beneficial ownership interests are authorized to
be in increments of $5,000 of principal of the Bonds, but not
smaller increments, despite the larger authorized denominations
of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the
Bond Registrar as paying agent, and in turn by the Bond Registrar
to the Depository or its nominee as registered owner of the
Global Certificates, and the Depository according to the laws and
rules governing it will receive and forward payments on behalf of
the beneficial owners of the Global Certificates.
Payment of principal of, premium, if any, and interest on a
Global Certificate may in the City's discretion be made by such
other method of transferring funds as may be requested by the
Holder of a Global Certificate.
6. Immobilization of Global Certificates by the
Debositorv• Successor Depository; Replacement Bonds. Pursuant to
the request of the Purchaser to the Depository, which request is
required by the Terms of Proposal, immediately upon the original
delivery of the Bonds the Purchaser will deposit the Global
Certificates representing all of the Bonds with the Depository.
The Global Certificates shall be in typewritten form or otherwise
as acceptable to the Depository, shall be registered in the name
of the Depository or its nominee and shall be held immobilized
from circulation at the offices of the Depository on behalf of
the Purchaser and subsequent bondowners. The Depository or its
nominee will be the sole holder of record of the Global
Certificates and no investor or other party purchasing, selling
or otherwise transferring ownership of interests in any Bond is
to receive, hold or deliver any bond certificates so long as the
Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and in
paragraph 12.
Certificates evidencing the Bonds may not after their
original delivery be transferred or exchanged except:
40
41
42
43
44
45
346677.2
(i) Upon registration of transfer of ownership of a
Global Certificate, as provided in paragraph 12,
(ii) To any successor of the Depository (or its
nominee) or any substitute depository (a "substitute
depository") designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the Depository
5
q� ��
1 or any substitute depository must be both a"clearing
2 corporation" as defined in the Minnesota Uniform Commercial
3 Code at Minnesota Statutes, Section 336.8-102, and a
4 qualified and registered "clearing agency" as provided in
5 Section 17A of the Securities Exchange Act of 1934, as
6 amended,
7 (iii) To a substitute depository designated by and
8 acceptable to the City upon (a) the determination by the
9 Depository that the Bonds shall no longer be eligible for
10 its depository services or (b) a determination by the City
11 that the Depository is no longer able to carry out its
12 functions, provided that any substitute depository must be
13 quali£ied to act as such, as provided in clause (ii) of this
14 subparagraph, or
15 (iv) To those persons to whom transfer is requested
16 in written transfer instructions in the event that:
17 (a) the Depository shall resign or discontinue
18 its services for the Bonds and the City is unable to
19 locate a substitute depository within two (2) months
20 following the resignation or determination of non-
21 eligibility, or
22 (b) upon a determination by the City in its sole
23 discretion that (1) the continuation of the book-entry
24 system described herein, which precludes the issuance
25 of certificates (other than Global Certificates) to any
26 Holder other than the Depository (or its nominee),
27 might adversely affect the interest of the beneficial
28 owners of the Bonds, or (2) that it is in the best
29 interest of the beneficial owners of the Bonds that
30 they be able to obtain certificated bonds,
31 in either of which events the City shall notify Holders of
32 its determination and of the availability of certiPicates
33 (the ��Replacement Bonds'�) to Holders requesting the same and
34 the registration, transfer and exchange o£ such Bonds will
35 be conducted as provided in paragraphs 9B and 12 hereof.
36 In the event of a succession of the Depository as may
37 be authorized by this paragraph, the Bond Registrar upon
38 presentation of Global Certificates shall register their transfer
39 to the substitute or successor depository, and the substitute or
40 successor depository shall be treated as the Depository for all
41 purposes and functions under this resolution. The Letter of
42 Representations shall not apply to a substitute or successor
43 depository unless the City and the substitute or successor
44 depository so agree, and a similar agreement may be entered into.
346617.2 6
q� ���
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
7. Redemption.
{a) Optional Redemption; Due Date. All Sonds maturing
after Marah 1, 2005, shall be subject to redemption and
prepayment at the option of the City on such date and on any day
thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part o£ the Bonds subject to prepayment.
If redemption is in part, those Bonds remaining unpaid may be
prepaid in such order of maturity and in such amount per maturity
as the City shall determine; and if only part of the Bonds having
a common maturity date are called for prepayment, the Global
Certi£icates may be prepaid in $5,000 increments of principal
and, if applicable, the specific Replacement Bonds to be prepaid
shall be chosen by lot by the Bond Registrar. Bonds or portions
thereof called for redemption sha11 be due and payable on the
redemption date, and interest thereon shall cease to accrue from
and after the redemption date.
17 (b) Notation on Global Certificate. Upon a reduction in
18 the aggregate principal amount of a Global Certificate, the
19 Holder may make a notation of such redemption on the panel
20 provided on the Global Certificate stating the amount so
21 redeemed, or may return the Global Certificate to the Bond
22 Registrar in exchange for a new Global Certificate authenticated
23 by the Bond Registrar, in proper principal amount. Such
24 notation, if made by the Holder, shall be for reference only, and
25 may not be relied upon by any other person as being in any way
26 determinative of the principal amount of such Global Certificate
27 outstanding, unless the Bond Registrar has signed the appropriate
28 column of the panel.
29 (c) Selection of Replacement Bonds. To effect a partial
30 redemption of Replacement Bonds having a common maturity date,
31 the Bond Registrar prior to giving notice of redemption shall
32 assign to each Replacement Bond having a common maturity date a
33 distinctive number for each $5,000 of the principal amount of
34 such Replacement Bond. The Bond Registrar shall then select by
35 lot, using such method of selection as it shall deem proper in
36 its discretion, from the numbers so assigned to such Replacement
37 Bonds, as many numbers as, at $5,000 for each number, shall equal
38 the principal amount of such Replaoement Bonds to be redeemed.
39 The Replacement Bonds to be redeemed shall be the Replacement
40 Bonds to which were assigned numbers so selected; provided,
41 however, that only so much of the principal amount of each such
42 Replacement Bond of a denomination of more than $5,000 shall be
43 redeemed as shall equal $5,000 for each number assigned to it and
44 so selected.
45 (d7 Partial Redemt�tion of Rez�lacement Bonds. I£ a
46 Replacement Bond is to be redeemed only in part, it shall be
346617.2 7
��-���
1
2
� �
9
10
il
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
RYa
surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the City and Bond Registrar duly executed by the
Holder thereof or his, her or its attorney duly authorized in
writing) and the City shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Replacement Bond, without service charge, a new Replacement Bond
or Bonds of the same series having the same stated maturity and
interest rate and of any authorized denomination or
denominations, as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed
portion of the principal of the Bond so surrendered.
(e) Recxuest for Redemption. The Bond Registrar shall call
Bonds for redemption and payment as herein provided upon receipt
by the Bond Registrar at least forty-five (45) days prior to the
redemption date of a request of the City, in written form if the
Bond Registrar is other than a City officer. Such request shall
specify the principal amount of Bonds to be called for redemption
and the redemption date.
(f) Notice. Mailed notice of redemption shall be given
the paying agent (if other than a City officer) and to each
affected Holder. If and when the City shall call any of the
Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the
of the City of its intention to redeem and pay such Bonds at
office of the Bond Registrar. Notice of redemption shall be
to
name
the
given by first class mail, postage prepaid, mailed not less than
thirty (30) days prior to the redemption date, to each Holder of
Bonds to be redeemed, at the address appearing in the Bond
Register. Al1 notices of redemption shall state:
(i) The redemption date;
(ii) The redemption price;
33 (iii) If less than all outstanding Bonds are to be
34 redeemed, the identification (and, in the case of partial
35 redemption, the respective principal amounts) of the Bonds
36 to be redeemed;
37 (iv) That on the redemption date, the redemption price
38 will become due and payable upon each such Bond, and that
39 interest thereon shall cease to accrue from and after said
40 date; and
41
42
43
(v) The place where such Bonds are to be surrendered
for payment of the redemption price (which shall be the
office of the Bond Registrar).
346677.2
�����
1
2
3
4
5
6
7
8
9
10
il
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
(g) Notice to Depositorv. Notices to The Depository Trust
Company or its nominee shall contain the CUSIP numbers of the
Bonds. If there are any Holders of the Bonds other than the
Depository or its nominee, the Bond Registrar shall use its best
efforts to deliver any such notice to the Depository on the
business day next preceding the date of mailing of such notice to
all other Holders.
8. Bond Reaistrar. First Trust National Association,
in Saint Paul, Minnesota, is appointed to act as bond registrar
and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond
Registrar is duly appointed, all pursuant to any contract the
City and Bond Registrar shall execute which is consistent
herewith. A successor Bond Registrar shall be an officer of the
City or a bank or trust company eligible for designation as bond
registrar pursuant to Minnesota Statutes, Chapter 475, and may be
appointed pursuant to any contract the City and such successor
Bond Registrar shall execute which is consistent herewith. The
Bond Registrar shall also serve as paying agent unless and until
a successor paying agent is duly appointed. Principal and
interest on the Bonds shall be paid to the Holders (or record
holders) of the Bonds in the manner set forth in the forms of
Bond and paragraph 14 of this resolution.
9. Forms of Bond. The Bonds shall be in the form of
Global Certificates unless and until Replacement Bonds are made
available as provided in paragraph 6. Each form o£ bond may
contain such additional or di£ferent terms and provisions as to
the form of payment, record date, notices and other matters as
are consistent with the Letter of Representations and approved by
the City Attorney.
31 A. Global Certificates. The Global Certificates,
32 together with the Certificate of Registration, the Register of
33 Partial Payments, the form of Assignment and the registration
34 information thereon, shall be in substantially the following form
35 and may be typewritten rather than printed:
346617.2 9
�� ���
1
2
3
4
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
m
GENERAI, OBLIGATION CAPITAL, IMPROVEMENT
BOND, SERIES 1997A
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE
March 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
$
CUSIP
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of
5aint Paul, Ramsey County, Minnesota (the "ISSUer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate
of registration below, or registered assigns, in the manner
hereinafter set forth, the principal amount specified above, on
the maturity date specified above, unless called for earlier
redemption, and to pay interest thereon semiannually on March 1
and September 1 of each year (each, an "Interest Payment Date"),
commencing September 1, 1997, at the rate per annum specified
above (calculated on the basis of a 360-day year of twelve 30-day
months) until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest
has been paid, from the date of original issue hereof. The
principal of and premium, if any, on this Bond are payable in
same-day funds by 2:30 p.m., Eastern time, upon presentation and
surrender hereof at the principal office of
in , Minnesota (the "Bond Registrar"}, acting as
paying agent, or any successor paying agent duly appointed by the
Issuer; provided, however, that upon a partial redemption of this
Bond which results in the stated amount hereof being reduced, the
Holder may in its discretion be paid without presentation of this
Bond, which payment shall be received no later than 2:30 p.m.,
Eastern time, and may make a notation on the panel provided
herein of such redemption, stating the amount so redeemed, or may
return the Bond to the Bond Registrar in exchange for a new Bond
in the proper principal amount. Such notation, if made by the
Holder, shall be for reference only, and may not be relied upon
April 1, 1997
346697.2 1 0
q� ��
1
2
3
4
5
6
7
8
9
10
li
12
13
14
15
16
17
18
19
20
21
22
23
24
by any other person as being in any way determinative of the
principal amount of this Bond outstanding, unless the Bond
Registrar has signed the appropriate column of the panel.
Interest on this Bond will be paid on each Interest Payment Date
in same-day funds by 2:30 p.m., Eastern time, to the person in
whose name this Bond is registered (the "Holder" or "Bondholder��)
on the registration books of the Issuer maintained by the Bond
Registrar and at the address appearing thereon at the close of
business on the fifteenth day of the calendar month preceding
such Interest Payment Date (the "Regular Record Date"). Interest
payments shall be received by the Holder no later than 2:3� p.m.,
Eastern time; and principal and premium payments shall be
received by the FIolder no later than 2_30 p.m_, Eastern time, if
the Bond is surrendered £or payment enough in advance to permit
payment to be made by such time. Any interest not so timely paid
shall cease to be payable to the person who is the Holder hereof
as of the Regular Record Date, and shall be payable to the person
who is the Holder hereof at the close of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice
of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of
and premium, if any, and interest on this Bond are payable in
lawful money of the United States of America.
25 Date of Pavment Not Business Dav. If the date for
26 payment of the principal of, premium, if any, or interest on this
27 Bond shall be a Saturday, Sunday, legal holiday or a day on which
28 banking institutions in the City of New York, New York, or the
29 city where the principal office of the Bond Registrar is located
30 are authorized by law or executive order to close, then the date
31 for such payment shall be the next succeeding day which is not a
32 Saturday, Sunday, legal holiday or a day on which such banking
33 institutions are authorized to close, and payment on such date
34 shall have the same force' and effect as if made on the nominal
35 date of payment.
36 Redemption. All Bonds of this issue (the "BOnds")
37 maturing after March l, 2005, are subject to redemption and
38 prepayment at the option of the Issuer on such date and on any
39 day thereafter at a price of par plus accrued interest.
40 Redemption may be in whole or in part of the Bonds subject to
41 prepayment. If redemption is in part, those Bonds remaining
42 unpaid may be prepaid in such order of maturity and in such
43 amount per maturity as the City shall determine; and if only part
44 of the Bonds having a common maturity date are called for
45 prepayment, this Bond may be prepaid in $5,000 increments of
46 principal. Bonds or portions thereof called for redemption shall
47 be due and payable on the redemption date, and interest thereon
48 shall cease to accrue from and after the redemption date.
346617.2 1 1
�� 3 ��
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
al
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
Notice of Itedemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereof will
be given by first class mail mailed not less than thirty (30)
days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds shall be used.
12eplacement or Notation of Bonds after Partial
Redemotion. Upon a partial redemption of this Bond which results
in the stated amount hereof being reduced, the Holder may in its
discretion make a notation on the panel provided herein of such
redemption, stating the amount so redeemed. Such notation, if
made by the Holder, shall be for reference only, and may not be
relied upon by any other person as being in any way determinative
of the principal amount of the Bond outstanding, unless the Bond
Registrar has signed the appropriate column of the panel.
Otherwise, the Holder may surrender this Bond to the Bond
Registrar (with, if the Issuer or Bond Registrar so requires, a
written instrument of transfer in form satisfactory to the Issuer
and Bond Registrar duly executed by the Holder thereof or his,
her or its attorney duly authorized in writing) and the Issuer
shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of such Bond, without
service charge, a new Bond of the same series having the same
stated maturity and interest rate and of the authorized
denomination in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
Issuance; Purnose; General Oblicration. This Bond is
one of an issue in the total principal amount of $17,500,000, all
of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination, and redemption privilege,
which Bond has been issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota,
including particularly Laws of Minnesota for 1971, Chapter 773,
as amended, and the Charter of the Issuer, and pursuant to a
resolution adopted by the City Council of the Issuer on March 26,
1997 (the "Resolution"), for the purpose o£ providing money to
finance the acquisition, construction and repair of various
capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Issuer. This Bond
constitutes a general obligation of the Issuer, and to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
346617.2 1 2
��-.���
3
4
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
Denominations; Exchancxe; Resolution. The Bonds are
issuable originally only as Global Certificates in the
denomination of the entire principal amount of the issue maturing
on a single date, or, if a portion of said principal is prepaid,
said principal amount less the prepayment. Global Certificates
are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in
exchange £or Replacement Bonds if then available. Replacement
Bonds, if made available as provided below, are issuable solely
as fully registered bonds in the denominations of $5,040 and
integral multiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
and subject to the limitations provided in the Resolution.
Reference is hereby made to the Resolution for a description of
the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond
Registrar.
Replacement Bonds. Replacement Bonds may be issued by
the Issuer in the event that:
(a) the Depository shall resign or discontinue its
services for the Bonds, and only if the Issuer is unable to
locate a substitute depository within two (2) months
following the resignation or determination of non-
eligibility, or
(b) upon a determination by the Issuer in its sole
discretion that (1) the continuation of the book-entry
system described in the Resolution, which precludes the
issuance of certificates (other than Global Certificates) to
any Holder other than the Depository (or its nominee), might
adversely affect the interest of the beneficial owners of
the Bonds, or (2) that it is in the best interest of the
beneficial owners of the Bonds that they be able to obtain
certi£icated bonds.
Transfer. This Bond shall be registered in the name of
the payee on the books of the Issuer by presenting this Bond for
registratzon to the Bond Registrar, who will endorse his, her or
its name and note the date of registration opposite the name of
the payee in the certificate of registration attached hereto.
Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal
representatives, and the Issuer and Bond Registrar may treat the
Holder as the person
rights and powers of
such assignment for
346677.2
exclusively entitled to exercise all the
an owner until this Bond is presented with
registration of transfer, accompanied by
i[e3
9� 3�y�
1 assurance of the nature provided by law that the assignment is
2 genuine and effective, and until such transfer is registered on
3 said books and noted hereon by the Bond Registrar, all subject to
4 the terms and conditions provided in the Resolution and to
5 reasonable regulations of the Issuer contained in any agreement
6 with, or notice to, the Bond Registrar. Transfer of this Bond
7 may, at the direction and e�pense of the Issuer, be subject to
8 certain other restrictions if required to qualify this Bond as
9 being "in registered form" within the meaning of Section 149(a)
10 of the federal Internal Revenue Code of 1986, as amended.
11 Fees upon Transfer or Loss. The Bond Registrar may
12 require payment of a sum sufficient to cover any tax or other
13 governmental charge payable in connection with the transfer or
14 exchanqe of this Bond and any legal or unusual costs regarding
15 transfers and lost Bonds.
16 Treatment of Recristered Owner. The Issuer and Bond
17 Registrar may treat the person in whose name this Bond is
18 registered as the owner hereof for the purpose of receiving
19 payment as herein provided (except as otherwise provided with
20 respect to the Record Date) and for all other purposes, whether
21 or not this Bond shall be overdue, and neither the Issuer nor the
22 Bond Registrar shall be affected by notice to the contrary.
23 Authentication. This Bond shall not be valid or become
24 obligatory for any purpose or be entitled to any security unless
25 the Certificate of Authentication hereon shall have been executed
26 by the Bond Registrar.
27 Not Ouali£ied Tax-Exemot Obligations. The Bonds have
28 not been designated by the Issuer as "qualified tax-exempt
29 obligations" for purposes of Section 265(b)(3) of the federal
30 Internal Revenue Code of 1986, as amended. The Bonds do not
31 qualify for such designation.
346677.2 14
9� ��
1 IT IS HEREBY CERTIFIED AND RECITED that all acts,
2 conditions and things required by the Constitution and laws of
3 the State of Minnesota and the Charter of the Issuer to be done,
4 to happen and to be perfonned, precedent to and in the issuance
5 of this Bond, have been done, have happened and have been
6 per£ormed, in regular and due form, time and manner as required
7 by law, and that this Bond, together with all other debts of the
8 Issuer outstanding on the date of original issue hereof and on
9 the date of its issuance and delivery to the original purchaser,
10 does not exceed any constitutional or statutory or Charter
11 limitation of indebtedness.
12 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
13 County, Minnesota, by its City Council has caused this Bond to be
14 sealed with its official seal and to be executed on its behalf by
15 the photocopied facsimile signature of its Mayor, attested by the
16 photocopied facsimile signature of its Clerk, and countersigned
17 by the photocopied facsimile signature of its Director, Office of
18 FinanCial Services.
346617.2 15
�� 3��
1
2
3
4
Date of Registration:
Registrable by:
Payable at:
5
6
7
8
9
10
il
BOND REGISTRAR'S
CERTIFICATE OF
AUTHEI3`PICATION
This Bond is one o£ the
Bonds described in the
Resolution mentioned
within.
12
13
14 ,
15 Bond ReQistrar
16
17
18
19
20
21
By
Authorized Signature
(SEAL)
CITY OF SAINT PAUL,
RAMSEY COUN'I'Y, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of FinanCial
Services
22 General Obligation Capital Improvement Bond, Series 1997A, No.
23 R- .
346677.2
16
�� ���
�
2
3
4
5
6
r�
E]
E
io
ii
FfG
13
CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached
Bond may be made only by the registered owner or his, her or its
legal representative last noted below.
DATE OF
REGISTRATION
REGISTERED OWNER
SIGNATITRE OF
BOND REGISTRAR
346617.2
17
9� ���
�
REGISTER OF PARTIAL PAYMENTS
2 The principal amount of the attached Bond has been prepaid on the
3 dates and in the amounts noted below:
4 Signature of Signature of
5 Date Amount Bondholder Bond Registrar
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22 If a notation is made on this register, such notation has the
23 effect stated in the attaChed Bond. Partial payments do not
24 require the presentation of the attaChed Bond to the Bond
25 Registrar, and a Holder could fail to note the partial payment
26 here.
346617.2 1 $
��-.���
�
ABBREVIATIONS
2 The following abbreviations, when used in the inscription on
3 the face of this Bond, shall be construed as though they were
4 written out in full according to applicable laws or regulations:
5 TEN COM - as tenants in common
6 TEN ENT - as tenants by the entireties
7 JT TEN - as joint tenants with right of survivorship
8 and not as tenants in common
9 UTMA - as custodian for
10 (Cust) (Minor)
11 under the Uniform Transfers to Minors Act
12 (State)
13 Additional abbreviations may also be used
14 though not in the above list.
346617.2 1 9
���a�
�
ASSIGNMENT
2 For value received, the undersigned hereby sells,
3 assigns and transfers unto
4 the attached Bond and does
5 hereby irrevocably constitute and appoint
6 attorney to transfer the Bond on the
7 books kept for the registration thereof, with full power of
8 substitution in the premises.
9 Dated:
10 I3otice: The assignor�s signature to this
11 assignment must correspond with the name
12 as it appears upon the face of the
13 attached Bond in every particular,
14 without alteration or any change
15 whatever.
16 Signature Guaranteed:
17
18 Signature(s) must be guaranteed by a national bank or trust
19 company or by a brokerage firm having a membership in one of the
20 major stock exchanges or any other ��Eligible Guarantor
21 In5titution" as defined in 17 CFR 240.17Ad-15(a)(2).
22 The Bond Registrar will not effect transfer of this
23 Bond unless the information conceming the trans£eree requested
24 below is provided.
25 Name and Address:
26
27
28 (Include information for all joint
29 owners if the Bond is held by joint
30 account.}
346617.2 2 0
��-���
1 B. ReAlacement Bonds. If the City has notified
2 Aolders that Replacement Bonds have been made available as
3 provided in paragraph 6, then for every Bond thereafter
4 transferred or exchanged (including an exchange to reflect the
5 partial prepayment of a Global Certificate not previously
6 exchanged for Replacement Bonds) the Bond Registrar shall deliver
7 a certificate in the form of the Replacement Sond rather than the
8 Global Certificate, but the Fiolder of a Global Certificate shall
9 not otherwise be required to exchange the Global Certificate for
10 one or more Replacement Bonds since the City recognizes that some
11 beneficial owners may prefer the convenience of the Depository's
12 registered ownership of the Bonds even though the entire issue is
13 no longer required to be in global book-entry form. The
14 Replacement Bonds, together with the Bond 12egistrar's Certificate
15 of Authentication, the form of Assignment and the registration
16 information thereon, shall be in substantially the following
17 form:
346617.2 2 1
97-3��
1 UNITED STATES OF AMERICA
2 STATS OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAII3`I` PAUL
5 R-
6
7
8 INTEREST
9 RATE
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
$
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOND, SERIES 1997A
MATiTRITY DATE OF
DATE ORIGINAL ISSUE
April 1, 1997
REGISTERED OWNER:
PRINCIPAL AMOUNT:
CUSIP
DOLLARS
KI30W ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ram5ey County, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above, or registered
assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above,
unless called for earlier redemption, and to pay interest thereon
semiannually on March 1 and September 1 of each year (each, an
"Interest Payment Date"), commencing September 1, 1997, at the
rate per annum specified above (calculated on the basis of a
360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from
the most recent Interest Payment Date to which interest has been
paid or, if no interest has been paid, from the date of original
issue hereof. The principal of and premium, if any, on this Bond
are payable upon presentation and surrender hereof at the
principal office of , in
, (the "Bond Registrar��),
acting as paying agent, or any successor paying agent duly
appointed by the Issuer. Interest on this Bond will be paid on
each Interest Payment Date by check or draft mailed to the person
in whose name this Bond is registered (the "Holder" or
"Bondholder'�) on the registration books of the Issuer maintained
by the Bond Registrar and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular ReCOrd Date").
Any interest not so timely paid shall cease to be payable to the
person who is the Holder hereof as of the Regular Record Date,
and shall be payable to the person who is the Holder hereof at
346617.2 2 2
q���
1
2
3
4
5
6
7
the close of business on a date (the "Special
by the Bond Registrar whenever money becomes
payment of the defaulted interest. Notice of
Date shall be given to Bondholders not less t
to the Special Record Date. The principal of
any, and interest on this Bond are payable in
LTnited States of America.
Record Date") fixed
available for
the Special Record
han ten days prior
and premium, if
lawful money of the
8 REFERENCE IS HFsR}3BY MADE TO THS FURTHER PROVISIONS OF
9 TFiIS BOND SET FOR'I`H ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
10 FOR ALL PURPOSES HAVE THE SAMF3 EFFECT AS IF SET FORTH HERE.
11 IT IS HEREBY CERTIFIED AND RECITED that all acts,
12 conditions and things required by the Constitution and laws of
13 the State of Minnesota and the Charter of the Issuer to be done,
14 to happen and to be performed, precedent to and in the issuance
15 of this Bond, have been done, have happened and have been
16 performed, in regular and due form, time and manner as required
17 by law, and that this Bond, together with all other debts of the
18 Issuer outstanding on the date of original issue hereof and on
19 the date of its issuance and delivery to the original purchaser,
20 does not exceed any constitutional or statutory or Char�er
21 limitation of indebtedness.
22 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
23 County, Minnesota, by its City Council has caused this Bond to be
24 sealed with its official seal or a facsimile thereof and to be
25 executed on its behalf by the original or facsimile signature of
26 its Mayor, attested by the original or facsimile signature of its
27 Clerk, and countersigned by the original or facsimile signature
28 of its Director, Office of Financial Services.
346617.2 2 3
q� �d�
1
2
3
4
Date of Registration
Registrable by:
Payable at: _
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
12
13
14 ,
15 Bond Registrar
16
17
18
19
By
Authorized Signature
20 (SEAL)
346677.2
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
24
�� 3 ��
F�
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
ON REVERSE OF BOND
Date of Payment Not Business DaX. If the date for
payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of New York, New York, or the
city where the principal office of the Sond Registrar is located
are authorized by 1aw or executive order to close, then the date
for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal
date of payment.
Redemgtion. All Bonds of this issue (the "Bonds")
maturing after March 1, 2005, are subject to redemption and
prepayment at the option of the Issuer on such date and on any
day thereafter at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining
unpaid may be prepaid in such order of maturity and in such
amount per maturity as the City shall determine; and if only
of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen
lot by the Bond Registrar. Bonds or portions thereof called
redemption shall be due and payable on the redemption date,
interest thereon shall cease to accrue from and after the
redemption date.
part
by
for
and
Notice of Redemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereof will
be given by first class mail mailed not less than thirty (30)
days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds shall be used.
Selection of Bonds for Redemption. To effect a partial
redemption of Bonds having a common maturity date, the Bond
Registrar shall assign to each Bond having a common maturity date
a distinctive number for each $5,000 of the principal amount of
such Bond. The Bond Registrar shall then select by lot, using
such method of selection as it shall deem proper in its
discretion, from the numbers assigned to the Bonds, as many
numbers as, at $5,000 for each number, shall equal the principal
amount of such Bonds to be redeemed. The Bonds Co be redeemed
shall be the Bonds to which were assigned number5 so selected;
provided, however, that only so much of the principal amount of
346617.2
25
g� 3��
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
such Bond of a denomination of more than $5,000 shall be redeemed
as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the Issuer or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by
the Holder thereof or his, her or its attorney duly authorized in
writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of
any authorized denomination or denominations, as requested by
such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
Issuance: Purnose: General Obli�ation. This Bond is
one of an issue in the total principal amount of $17,500,000, all
of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination, and redemption privilege,
which Bond has been issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota,
including particularly Laws of Minnesota for 1971, Chapter 773,
as amended, and the Charter of the Issuer, and pursuant to a
resolution adopted by the City Council of the Issuer on March 26,
1997 (the "Resolution"), for the purpose of providing money to
finance the acquisition, construction and repair of various
capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Issuer. This Bond
constitutes a general obligation of the Issuer, and Co provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the fu11 faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
34 Denominations: Exchancte: Resolution. The Bonds are
35 issuable solely as fully registered bonds in the denominations of
36 $5,000 and integral multiples thereof of a single maturity and
37 are exchangeable for fully registered Bonds of other authorized
38 denominations in equal aggregate principal amounts at the
39 principal office of the Bond Registrar, but only in the manner
40 and subject to the limitations provided in the Resolution.
41 Reference is hereby made to the Re5olution for a description of
42 the rights and duties of the Bond Registrar. Copies of the
43 Resolution are on file in the prinCipal office of the Bond
44 Registrar.
346677.2 2 6
�� 3d�
1 Transfer. This Bond is transferable by the Holder in
2 person or by his, her or its attorney duly authorized in writing
3 at the principal office of the Bond Registrar upon presentation
4 and surrender hereof to the Bond Registrar, all subject to the
5 �erms and conditions provided in the Resolution and to reasonable
6 regulations of the Issuer contained in any agreement with, or
7 notice to, the Bond Registrar. `Phereupon the Issuer shall
8 execute and the Bond Registrar shall authenticate and deliver, in
9 exchange for this Bond, one or more new fully registered Bonds in
10 the name of the transferee (but not registered in blank or to
il ��bearer" or similar designation), of an authorized denomination
12 or denominations, in aggregate principal amount equal to the
13 principal amount of this Bond, of the same maturity and bearing
14 interest at the same rate.
15 Fees uAOn Transfer or Loss. The Bond Registrar may
16 require payment of a sum sufficient to cover any tax or other
17 governmental charge payable in connection with the transfer or
18 exchange of this Bond and any legal or unusual costs regarding
19 transfers and lost Bonds.
20 Treatment o£ Registered Owner. The Issuer and Bond
21 Registrar may treat the person in whose name this Bond is
22 registered as the owner hereof for the purpose of receiving
23 payment as herein provided (except as otherwise provided on the
24 reverse side hereof with respect to the Record Date) and for all
25 other purposes, whether or not this Bond shall be overdue, and
26 neither the Issuer nor the Bond Registrar shall be affected by
27 notice to the contrary.
28 Authentication. This Bond shall not be valid or become
29 obligatory for any purpose or be entitled to any security unless
30 the Certificate of Authentication hereon shall have been executed
31 by the Bond Registrar.
32 Not Oualified Tax-Exempt Obliqations. The Bonds have
33 not been designated by the Issuer as "qualified tax-exempt
34 obligations" for purposes of Section 265(b)(3) of the federal
35 Internal Revenue Code of 1986, as amended. The Bonds do not
36 quali£y for such designation.
346677.2 2 7
g����
�
2
3
4
5
6
7
8
9
10
11
12
13
14
15
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this Bond, shall be construed as
though they were written out in full according to applicable laws
or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
346617.2
�
q�-��
�
ASSIGNMENT
2 For value received, the undersigned hereby sells,
3 assigns and transfers unto
4 the within Bond and does
5 hereby irrevocably constitute and appoint
6 attorney to transfer the Bond on the books kept for the
7 registration thereof, with full power of substitution in the
8 premises.
9 Dated:
10 Notice: The assignor's signature to this
il assignment must correspond with the name
12 as it appears upon the face of the
13 within Bond in every particular, without
14 alteration or any change whatever.
15 Signature Guaranteed:
16
17 Signature(s) must be guaranteed by a national bank or trust
18 company or by a brokerage firm having a membership in one of the
19 major stock exchanges or any other "Eligible Guarantor
20 Institution° a5 defined in 17 CFR 240.17Ad-15(a)(2)-
21 The Bond Registrar will not effect transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
25
26
27
28
(Include information for all joint owners
if the Bond is held by joint account.)
346677.2 2 9
9� 3�y�
2
3
4
5
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
10. Execution. The Bonds shall be executed on behalf
of the City by the signatures of its Mayor, Clerk and Director,
Office of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City;
provided, however, that the seal of the City may be a printed or
photocopied £acsimile; and provided further that any of such
signatures may be printed or photocopied £acsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of any
such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or
disabled officer. In case any such officer whose signature or
facsimile of whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of the Bonds, such
signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he or she had remained in office
until delivery.
11. Authentication; Date of Registration. No Bond
shall be valid or obligatory for any purpose or be entitled to
any security or benefit under this resolution unless a
Certificate of Authentication on such Bond, substantially in the
form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same
person. The Bond Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated. For purposes of delivering the original Global
Certi£icates to the Purchaser, the Bond Registrar shall insert as
the date of registration the date of original issue, which date
is April 1, 1997. The Certificate of Authentication so executed
on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
12. Registration; Transfer; Exchanae. The City will
cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall
provide for the registration of Bonds and the registration of
transfers of Bonds entitled to be registered or transferred as
herein provided.
42 A Global Certificate shall be registered in the name of
43 the payee on the books of the Bond Registrar by presenting the
44 Global Certificate for registration to the Bond Registrar, who
45 will endorse his or her name and note the date of registration
46 opposite the name of the payee in the certificate of registration
47 on the Global Certificate. Thereafter a Global Certificate may
346617.2 3 0
q���
2
3
4
5
6
8
9
10
11
12
be transferred by delivery with an assignment duly executed by
the Holder or his, her or its legal representative, and the City
and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until
a Global Certificate is presented with such assignment for
registration of transfer, accompanied by assurance of the nature
provided by law that the assignment is genuine and effective, and
until such transfer is registered on said books and noted thereon
by the Bond Registrar, all subject to the terms and conditions
provided in this resolution and to reasonable regulations of the
City contained in any agreement with, or notice to, the Bond
Registrar.
13 Transfer of a Giobal Certificate may, at the direction
14 and expense of the City, be subject to other restrictions if
15 required to qualify the Global Certificates as being "in
16 registered form" within the meaning of Section 149(a) of the
17 federal Internal Revenue Code of 1986, as amended.
18 If a Global Certificate is to be exchanged for one or
19 more Replacement Bonds, all of the principal amount of the Global
20 Certificate shall be so exchanged.
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
Upon surrender for transfer of any Replacement Bond at
the principal office of the Bond Registrar, the City shall
execute (if necessary), and the Bond Registrar shall
authenticate, insert the date of registration (as provided in
paragraph 11) of, and deliver, in the name of the designated
transferee or transferees, one or more new Replacement Bonds of
any authorized denomination or denominations of a like aggregate
principal amount, having the same stated maturity and interest
rate, as requested by the transferor; provided, however, that no
bond may be registered in blank or in the name of "bearer" or
similar designation.
At the option of the Holder of a Replacement Bond,
Replacement Bonds may be exchanged for Replacement Bonds of any
authorized denomination or denominations of a like aggregate
principal amount and stated maturity, upon surrender of the
Replacement Bonds to be exchanged at the principal office of the
Bond Registrar. Whenever any Replacement Bonds are so
surrendered for exchange, the City shall execute (if necessary),
and the Bond Registrar shall authenticate, insert the date of
registration of, and deliver the Replacement Bonds which the
Holder making the exchange is entitled to receive. G1oba1
Certificates may not be exchanged for Global Certificates of
smaller denominations.
346677.2
31
9� �dy�
1 All Bonds surrendered upon any exchange or transfer
2 provided for in this resolution shall be promptly cancelled by
3 the Bond Registrar and thereafter disposed of as directed by the
4 City.
5 All Bonds delivered in exchange for or upon transfer of
6 Bonds shall be valid general obligations o£ the City evidencing
7 the same debt, and entitled to the same benefits under this
S resolution, as the Bonds surrendered for such exchange or
9 transfer.
10 Every Bond presented or surrendered for transEer or
11 exchange shall be duly endorsed or be accompanied by a written
12 instrument of transfer, in fozm satisfactory to the Hond
13 Registrar, duly executed by the Holder thereof or his, her or its
14 attorney duly authorized in writing.
15 The Bond Registrar may require payment of a sum
16 sufficient to cover any tax or other governmental charge payable
17 in connection with the transfer or exchange of any Bond and any
18 legal or unusual costs regarding transfers and lost Bonds.
19 Transfers shall also be subject to reasonable
20 regulations of the City contained in any agreement with, or
21 notice to, the Bond Registrar, including regulations which permit
22 the Bond Registrar Co close its transfer books between record
23 dates and payment dates.
24 13. Ricrhts Upon Transfer or Exchanc�e. Each Bond
25 delivered upon transfer of or in exchange for or in lieu of any
26 other Bond shall carry all the rights to interest accrued and
27 unpaid, and to accrue, which were carried by such other Bond.
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
14. Interest Pa�ment: Record Date. Interest on any
Global Certificate shall be paid as provided in the first
paragraph thereo£, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to
the person in whose name the Bond is registered (the "Holder") on
the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at
the close of business on the fifteenth (15th) day of the calendar
month preceding such Interest Payment Date (the "Regular Record
Date"). Any such interest not so timely paid sha11 cease to be
payable to the person who is the Holder thereof as of the Regular
Record Date, and shall be payable to the person who is the Holder
thereof at the close of business on a date (the "Special Record
Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the
Special Record Date shall be given by the Bond Registrar to the
346617.2 3 2
9� 36�
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
Holders not less than ten (10) days prior to the Special Record
Date.
15. Holders: Treatment of Registered Ovmer; Consent of
Holders.
(A) For the purposes of all actions, consents and other
matters affecting Holders of the Bonds, other than payments,
redemptions, and purchases, the City may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner
of the Bond instead of the person in whose name the Bond is
registered. For that purpose, the City may ascertain the
identity of the beneficial owner of the Bond by such means as the
Bond Registrar in its sole discretion deems appropriate,
including but not limited to a certificate from the person in
whose name the Bond is registered identifying such beneficial
owner.
16 (B) The City and Bond Registrar may treat the person in
17 whose name any Bond is registered as the owner of such Bond for
18 the purpose of receiving payment of principal of and premium, if
19 any, and interest (subject to the payment provisions in paragraph
20 14 above) on, such Bond and for all other purposes whatsoever
21 whether or not such Bond shall be overdue, and neither the City
22 nor the Bond Registrar shall be affected by notice to the
23 contrary.
24 (C) Any consent, request, direction, approval, objection or
25 other instrument to be signed and executed by the Holders may be
26 in any number of concurrent writings of similar tenor and must be
27 signed or executed by such Holders in person or by agent
28 appointed in writing. Proof of the execution of any such
29 consent, request, direction, approval, objection or other
30 instrument or of the writing appointing any such agent and of the
31 ownership of Bonds, if made in the following manner, shall be
32 sufficient for any of the purposes of this resolution, and shall
33 be conclusive in favor of the City with regard to any action
34 taken by it under such request or other instrument, namely:
35
36
37
38
39
4�
41
(1) The fact and date of the execution by any person
of any such writing may be proved by the certificate of any
officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person
signing such writing acknowledged before him or her the
execution thereof, or by an affidavit of any witness to such
execution.
346617.2
33
�����
1 (2) Subject to the provisions oE subparagraph (A)
2 above, the fact of the ownership by any person of Bonds and
3 the amounts and numbers of such Bonds, and the date of the
4 holding of the same, may be proved by reference to the bond
5 register.
6 16. Delivery: Apolication of Proceeds. The Global
7 Certificates when so prepared and executed shall be delivered by
8 the Director, Office of Financial Services, to the Purchaser upon
9 receipt of the purchase price, and the Purchaser shall not be
10 obliged to see to the proper application thereof.
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
17. Fund and Account. There is hereby created a
special account to be designated the "Capital Improvement Bonds
of 1997A Account" (the "Account") to be administered and
maintained by the City Treasurer as a bookkeeping account
separate and apart from all other accounts maintained in the
official financial records of the City. There has been
heretofore created and established the General Debt Service Fund
(numbered 960, herein the "Fund"). The Fund and the Account
shall each be maintained in the manner herein specified until all
of the Bonds and the interest thereon have been fully paid.
(i) Account. To the Account there shall be
credited the proceeds of the sale of the Bonds, less
accrued interest received thereon, and less any amount
paid £or the Bonds in excess of $17,325,000. From the
Account there shall be paid all costs and expenses of
making the Improvements, including the cost of any
construction contracts heretofore let and all other
costs incurred and to be incurred of the kind
authorized in Minnesota Statutes, Section 475.65
(including interest on the Bonds payable during the
construction period); and the moneys in the Account
shall be used for no other purpose except as otherwise
provided by law; provided that the proceeds of the
Bonds may also be used to the extent necessary to pay
interest on the Bonds due prior to the anticipated date
of commencement of the collection of taxes levied
herein; and provided further that if upon completion of
the Improvements there shall remain any unexpended
balance in the Account, the balance may be transferred
by the Council to the fund of any other improvement
instituted pursuant to Laws of Minnesota for 1971,
Chapter 773, as amended, or used for any other purpose
permitted by law, or transferred to the Fund. All
earnings on the Account shall be transferred to the
Fund, or may remain in the Account.
346617,2
34
�� 3��
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
(ii) Fund. There is hereby pledged and there
shall be credited to the Fund, to a special sinking
fund account which is hereby created and established
therein £or the payment of the Bonds: (a) all accrued
interest received upon delivery of the Bonds; (b) all
funds paid for the Bonds in excess of $17,325,000; (C)
any collections of all taxes which are herein levied
for the payment of the Bonds and interest thereon as
provided in paragraph 18; (d) all funds remaining in
the Account after Completion of the Improvements and
payment of the costs thereof, not so transferred to the
account of another improvement or used for any other
purpose permitted by law; (e) all investment earnings
on moneys held in said special account in the Fund; and
(f) any and all other moneys which are properly
available and are appropriated by the governing body of
the City to said special account in the Fund, including
(at the discretion of the City Council) franchise fees
paid by the district heating utility. The City Council
on the date this resolution is adopted intends to
appropriate franchise fees paid by the district heating
utility to pay debt service on the Bonds.
Said special account created in the Fund shall be used
solely to pay the principal and interest and any premiums for
redemption of the Bonds and any other bonds of the City
heretofore or hereafter issued by the City and made payable from
said special account in the Fund as provided by law, or to pay
any rebate due to the United States. No portion of the proceeds
of the Bonds shall be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used
directly or indirectly to acquire higher yielding investments,
except (1) for a reasonable temporary period until such proceeds
are needed for the purpose for which the Bonds were issued, and
(2) in addition to the above in an amount not greater than
$100,000. To this effect, any proceeds of the Bonds and any sums
from time to time held in the Account or said special account in
the Fund (or any other City account which will be used to pay
principal or interest to become due on the bonds payable
there£rom) in excess of amounts which under then-appliaable
federal arbitrage regulations may be invested without regard as
to yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbiCrage
regulations on such investments after taking into account any
applicable "temporary periods" or "minor portion" made available
under the federal arbitrage regulations. In addition, the
proceeds of the Bonds and money in the Account or the Fund shall
not be invested in obligations or deposits issued by, guaranteed
by or insured by the United States or any agency or instrumen-
tality thereof if and to the extent that such investment would
346617.2 3 5
�� -��I
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
cause the Bonds to be "federally guaranteed" within the meaning
of Section 149(b) o£ the federal Internal Revenue Code of 1986,
as amended (the "Code").
18. Tax Levy: Coverage Test_ To provide moneys for
payment of the principal and interest on the Bonds there is
hereby levied upon all of the taxable property in the City a
direct annual ad valorem tax which shall be spread upon the tax
rolls and collected with and as part of other general property
taxes in the City for the years and in the amounts as follows:
Year of Tax Year of Ta�c
Levy Collection Amount
1996�
1997
1998
1999
2000
2001
2002
2003
2004
20Q5
1997�
1998
1999
2000
2001
2002
2003
2004
2005
2�06
$2,224,976�
2,292,912
2,438,573
2,363,498
2,365,467
2,362,107
2,353,260
2,365,992
2,371,688
2,342,813
22 � heretofore levied or provided from other available City funds
23 The tax levies are such that if collected in full they,
24 together with estimated collections of any other revenues herein
25 pledged for the payment of the Bonds, will produce at least five
26 percent (50) in excess of the amount needed to meet when due the
27 principal and interest payments on the Bonds. The tax levies
28 shall be irrepealable so long as any of the Bonds are outstanding
29 and unpaid, provided that the City reserves the right and power
30 to reduce the levies in the manner and to the extent permitted by
31 Minnesota Statutes, Section 475.61, Subdivision 3.
32 19. General Obliaation Pledae. For the prompt and
33 full payment of the principal and interest on the Bonds, as the
34 same respectively become due, the full faith, credit and taxing
35 powers of the City shall be and are hereby irrevocably pledged.
36 If the balance in the Fund (as defined in paragraph 17 hereof? is
37 ever insufficient to pay all principal and interest then due on
38 the Bonds payable therefrom, the deficiency shall be promptly
39 paid out of any other funds of the City which are available for
40 such purpose, including the general fund of the City, and such
41 other funds may be reimbursed with or without interest from the
42 Fund when a sufficient balance is available therein.
346617.2 3 6
�����
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
20. Certificate of Revistration. The Director, Office
of Financial Services, is hereby directed to file a certified
copy of this resolution with the officer of Ramsey County,
Minnesota, performing the functions of the county auditor (the
"County Auditor"), together with such other information as the
County Auditor shall require, and to obtain the County Auditor's
certificate that the Bonds have been entered in the County
Auditor's Bond Register, and that the tax levy required by law
has been made.
21. Records and Certificates. The officers of the
City are hereby authorized and directed to prepare and furnish to
the Purchaser, and to the attorneys approving the legality of the
issuance o£ the Bonds, certified copies of all proceedings and
records of the City relating to the Bonds and to the financial
condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts
relating to the legality and marketability of the Bonds as the
same appear from the books and records under their custody and
control or as otherwise known to them, and all such certified
copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the
facts recited therein.
23 22. Negative Covenants as to Use of Proceeds and
24 Improvements. The City hereby covenants not to use the proceeds
25 of the Bonds or to use the Improvements, or to cause or permit
26 them to be used, or to enter into any deferred payment
27 arrangements for the cost of the Improvements, in such a manner
28 as to cause the Bonds to be "private activity bonds" within the
29 meaning of Sections 103 and 141 through 150 of the Code. The
30 City hereby covenants not to use the proceeds of the Bonds in
31 such a manner as to cause the Bonds to be "hedge bonds" within
32 the meaning of Section 149(g) of the Code.
33 23. Tax-Exempt Status of the Bonds; Rebate: Elections.
34 The City shall comply with requirements necessary under the Code
35 to establish and maintain the exclusion from gross income under
36 Section 103 of the Code of the interest on the Bonds, including
37 without limitation requirements relating to temporary periods for
38 investments, limitations on amounts invested at a yield greater
39 than the yield on the Bonds, and the rebate of excess investment
40 earnings to the United States.
41 The City expects that the two-year expenditure
42 exception to the rebate requirements may apply to the
43 construction proceeds of the Bonds.
346617.2 3 7
q? �3��
1
2
3
4
5
6
7
8
If any elections are available now or hereafter with
respect to arbitrage or rebate matters relating to the Bonds, the
Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, are hereby authorized and directed to
make such elections as they deem necessary, appropriate or
desirable in connection with the Bonds, and all such elections
sha11 be, and sha11 be deemed and treated as, elections o£ the
City.
9 24. No Desianation of Oualified Tax-Exem�t
10 Obligations. The Bonds, together with other obligations issued
il by the City in 1997, exceed in amount those which may be
12 qualified as "qualified tax-exempt obligations" within the
13 meaning of Section 265(b)(3) of the Code, and hence are not
14 designated for such purpose.
15 25. Letter of Representations. The Letter of
16 Representations for the Bonds is hereby confirmed to be the
17 Blanket Issuer Letter of Representations dated April 10, 1996, by
18 the City and received and accepted by The Depository Trust
19 Company. So long as The Depository Trust Company is the
20 Depository or it or its nominee is the Holder of any Global
21 Certificate, the City shall comply with the provisions of the
22 Letter of Representations, as it may be amended or supplemented
23 by the City from time to time with the agreement or consent of
24 The Depository Trust Company.
25 26. Negotiated Sale. The City has retained Springsted
26 Incorporated as an independent financial advisor, and the City
27 has heretofore determined, and hereby determines, to sell the
28 Bonds by private negotiation, all as provided by Minnesota
29 Statutes, Section 475.60, Subdivision 2(9).
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
27. Continuin�Disclosure. The City is an obligated
person with respect to the Bonds. The City hereby agrees, in
accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the
"Commission" pursuant to the Securities Exchange Act of 1934, as
amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described, to:
A. Provide or cause to be provided to each nationally
recognized municipal securities information repository
("NRMSIR") and to the appropriate state information
depository ("SID"), if any, for the State of Minnesota, in
each case as designated by the Commission in accordance with
the Rule, certain annual financial information and operating
data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the
Undertaking as provided therein.
346677.2
m
q� :���
1 B. Provide or cause to be provided, in a timely
2 manner, to (i) each NRMSIR or to the Municipal Securities
3 Rulemaking Board ("MSRB��) and (ii) the SID, notice of the
4 occurrence of certain material events with respect to the
5 Bonds in accordance with the Undertaking.
6 C. Provide or cause to be provided, in a timely
7 manner, to (i) each NRMSIR or to the MSRB and (ii) the SID,
8 notice of a failure by the City to provide the annual
9 financial infoYmation with respect to the City described in
10 the Undertaking.
il The City agrees that its covenants pursuant to the Rule
12 set forth in this paragraph 27 and in the Undertaking are
13 intended to be for the benefit of the Aolders of the Bonds and
14 shall be enforceable on behalf of such Holders; provided that the
15 right to enforce the provisions of these covenants shall be
16 limited to a right to obtain specific enforcement of the City's
17 obligations under the covenants.
18 The Mayor and Director, Office of Financial Services,
19 or any other officers of the City authorized to act in their
20 stead (the "Officers"), are hereby authorized and directed to
21 execute on behalf of the City the Undertaking in substantially
22 the form presented to the City Council, subject to such
23 modifications thereof or additions thereto as are (i) consistent
24 with the requirements under the Rule, (ii) required by the
25 Purchaser, and (iii) acceptable to the Officers.
26 28. Severabilitv. If any section, paragraph or
27 provision of this resolution shall be held to be invalid or
28 unenforceable for any reason, the invalidity or unenforceability
29 of such section, paragraph or provision shall not affect any of
30 the remaining provisions of this resolution.
346617.2 3 9
9� 3��
1 29. Headinas. Headings in this
2 included for convenience of reference onl
3 hereof, and shall not limit or define the
4 provision hereof.
resolution are
y and are not a part
meaning of any
Adopted by Cauncil: Dffie 1�� ��. � �t_�1 rl
Adoption Certified by Council Secretary
By: � �--- 2 � , �
\ \ ' Approved by Mayor: Date�
By:
-• - -.. .-.. y - .
- . .,- - -
�
�II� �' � �i1..:_��
�,_�� �
I `
/ "�
. :.. -. . . i
. �
: ��, . i // � i/��
Approved by M y� r ubmission to Gouncil
By:
346617.2
� O O
��-���
FsXHIBITS
Exhibit A - Proposals
346677.2
q� 3�
37�lt�5
DEPARIMQ�lT4DFFICE�COUNQL OATE INITIAI3�
Financial Services 3/12/9,7j GREEN SHEE
CONTACT PERSON & PHONE INITIAVDATE INRIAUDATE
ODEPAflTMENTDIFECTOR �CITYCAUNCIL
Martha Kantorowicz p$$IGN �Cf1YATTORNEY �CITYCLERK
NUYBENFON
MUSTBE ON CAUNCIL AGEN�A BV (DATE) ROUTING � BUDGET OIRECTOfl rl FlN. & MG7: SERVICES OIR.
March 26, 1997 oaoea ��`
� MAWR (OR ASSISTANn �
TOTAL # OF SIGNATURE PAGES � (CLIP ALL LOCATIONS FOR SIGNATURE)
ACTION REQUESTED:
This resolution accepts the winning proposal and awards the bid for the $17,500,000 G.O.
Gapital Improvement Bonds Series 1997A. This is a competitive bond sale and the award
is going to the bidder found to be the most advantageous (lowest cost) to the City.
RECAMMENDATIONS: Approve (A) or Reject (R) pERSONAL SERVICE CONTRACTS MUST ANSWER 7HE FOLLOWING QUESTIONS:
_ PLANNING COMMISSION _ CIVIL SEflVICE COMMISSION �� Has this personfirm ever worketl untler a contract for this tlepartmen[?
CIB CAMMITfEE YES "NO
� 2. Has this personfirm ever been a ciry employee?
� � — VES NO
_ DISiRlc7cOUa7 _ 3. Does this person/firm possess a skill not nortnally possessed by any current ciry employee?
SUPPORTS WHICH COUNCILD&IECTIVE? YES NO
Explain all yes answen on seperate sheet and attach to gteen sheet
INITIATING PROBLEM, ISSUE, OPPORTUNITY (Who, What, When, Where, Why):
The bonds are for the purpose of funding the bond financing portion of the Capital
Improvement budget.
ADVANTAGES IF APPROVEO:
Financing will be available for the CIB budget.
�ISADVANTAGES IFAPPROVED:
None
DISA�VANTAGES IF NOTAPPROVED:
Funds needed for capital projects wi11 not be available.
'' r t .
.��'���.ti �'������; ����
.�.:-:;: � �� i���
17,500,000
TO7AL AMOUNT OF TRANSACTION $ COST/REVENUE BUDGE7ED (CIRCLE ONE) YES NO
FUNDIfdG SOURCE ACTINTY NUMBEH
FINANCIAL INFORM'ATION. (EXPLAIN)
����
1 means the certificates representing the Bonds so authenticated
2 and delivered by the Bond Registrar pursuant to paragraphs 6 and
3 12 hereof; and
4 WHEREAS, "HOlder" as used herein means the person in
5 whose name a Bond is registered on the registratio books of the
6 City maintained by the registrar appointed as prov ded in
7 paragraph 8(the "Bond Registrar"); and
8 WHEREAS, Rule 15c2-12 of the Securit'es and Exchange
9 Commission prohibits "participating underwrit rs" from purchasing
10 or selling the Bonds unless the City underta es to provide
11 certain continuing disclosure with respect o the Bonds; and
12 WHEREAS, pursuant to Minnesota tatutes, Section
13 475.60, Subdivision 2(9), public sale re irements do not apply
14 to the Bonds if the City retains an ind pendent financial advisor
15 and determines to sell the Bonds by pr'vate negotiation, and the
16 City has instead authorized a competi ive sale without
17 publication of notice thereof as a f rm of private negotiation;
18 and
19 WHEREAS, proposals for ¢'he Bonds have been solicited by
20 Springsted Incorporated pursuan/to an Official Statement and
21 Terms of Proposal therein:
22 NOW, THEREFORE, BE �[`i' RESOLVED by the Council of the
23 City of Saint Paul, Minnesot�; as follows:
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
the City
with the
interest
of $
1. Acce tance f Pro osal. The proposal of
(the "Purchaser") to purchase $17,500,000
bligation Capit Improvement Bonds, Series 1997A, of
(the °BOnds", individually a °BOnd��), in accordance
Terms of Prop sal for the bond sale, at the rates of
set forth he inafter, and to pay for the Bonds the sum
, us interest accrued to settlement, is
er ned and declared to be the most favorable
d is hereby accepted, and the Bonds are
he Purchaser. The Director, Office of
, or his designee, is directed to retain the
rchaser and to forthwith return to the others
their good faith checks or drafts.
....�..., �.,....,., �..
proposal received
hereby awarded to
Financial Servic
deposit of the P
making proposa
Maturities
Capital Im
1997, as t
on or aft
be numbe e
in the en
2. Title; Original Issue Date; Denominations;
The Bonds shall be titled "General Obligation
p ovement Bonds, Series 1997A", shall be dated April 1,
e date of original issue and shall be issued forChwith
r such date as fully registered bonds. The Bonds shall
d from R-1 upward. Global Certificates shall each be
omination of the entire principal amount maturing on a
3
9��-���
1 single date, or, if a portion of said principal amount is
2 prepaid, said principal amount less the prepayment. Repl cemen
3 Bonds, if issued as provided in paragraph 6, shall be i the
4 denomination of $5,000 each or in any integral multipl thereof
5 of a single maturity. The Bonds shall mature on Marc 1 in the
6 years and amounts as follows:
7 Year Amount Year Amount
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
1998 $1,375,000
1999 1,425,000
2000 1,625,000
2001 1,625,000
2002 1,700,000
3. Purpose. The Bond
construction of the capital impro�
capital improvement budget (the "
the Bonds shall be deposited and
17, for the purpose described by :
Chapter 773, as amended, and any �
to any other purpose permitted by
Improvements, which shall include
Minnesota Statutes, Section 475.6
equal to the amount of the Bonds
proceed with due diligence to c m.
24 4. Interest. The
25 semiannually on March 1 and
26 "Interest Payment Date"), c
27 calculated on the basis of
28 months, at the respective at
29 maturity years as follows.
30
31
32
33
34
35
36
37
38
39
40
41
42
43
Maturitv Year
1998
1999
2000
2001
2002
5.
nuvn-�1i�i v .�
be issued in
maturity, de
immobilized
interests in
their respec
paragraph 6�
346677.2
0
2003
2004
2005
2006
2007
%
te . TJpon their original issuance the Bonds will
h form of a single Global Certificate for each
'ted with the Depository by the Purchaser and
provided in paragraph 6. No beneficial owners of
he Bonds will receive certificates representing
ve interests in the Bonds except as provided in
Except as so provided, during the term of the
2003 $1,775,000
2004 1,850,000
2005 1,950,000
2006 2,050,000
200 2,125,000
shall rovide funds for the
ements in the City's 1997
mprov ments"). The proceeds of
sed s provided in paragraph
aws of Minnesota for 1971,
xc ss moneys shall be devoted
1 w. The total cost of the
11 costs enumerated in
, is estimated to be at least
Work on the Smprovements shall
letion.
onds shall bear interest payable
eptember 1 of each year (each, an
mencing September 1, 1997,
360-day year of twelve 30-day
es per annum set forth opposite the
Maturitv Year Interest Rate
!!
97 �ay�
1 cause the Bonds to be "federally guaranteed" within the meani
2 of Section 149(b) of the federal Internal Revenue Code of 19 ,
3 as amended (the "Code").
4 18. Ta�c Levy; Coverage Test. To provide money for
5 payment of the principal and interest on the Bonds there 's
6 hereby levied upon all of the taxable property in the C' y a
7 direct annual ad valorem t� which sha11 be spread upo the t3x
8 rolls and collected with and as part of other general roperty
9 taxes in the City for the years and in the amounts a follows:
10
11
12
13
14
15
16
17
18
19
20
21
Year of Tax Year of Ta�c
1996`
1997
1998
1999
2000
2001
2002
2003
2004
2005
1997�
1998
1999
2000
2001
2002
2003
2004
2005
2006
$ � �
22 � heretofore levied or provided from
available City funds
23 The tax levies are such t t if collected in full they,
24 together with estimated collections of any other revenues herein
25 pledged for the payment of the Bon s, will produce at least five
26 percent (50) in excess of the amo nt needed to meet when due the
27 principal and interest payments n the Bonds. The tax levies
28 shall be irrepealable so long a any of the Bonds are outstanding
29 and unpaid, provided that the ity reserves the right and power
30 to reduce the levies in the m nner and to the extent permitted by
31 Minnesota Statutes, Section 5.61, Subdivision 3.
32 19. General Obl' ation Pled e. For the prompt and
33 full payment of the princ' al and interest on the Bonds, as the
34 same respectively become ue, the full faith, credit and taxing
35 powers of the City shal be and are hereby irrevocably pledged.
36 If the balance in the F nd (as defined in paragraph 17 hereof) is
37 ever insufficient to p y all principal and interest then due on
38 the Bonds payable the efrom, the deficiency shall be promptly
39 paid out of any othe funds of the City which are available for
40 such purpose, inclu ng the general fund of the City, and such
41 other funds may be eimbursed with or without interest from the
42 Fund when a suffic ent balance is available therein.
346617.2 / 3 6
85 E. SEVENLH PLACE SUITE 100
SAINT PAUL, MN 55101-2143
612-223-3000 RAX:612-223-3002
��
�
March 26, 1997
Mr. Joe Reid, Director
Office of Financiaf Services
City of Saint Paul
240 City Hall
15 West Kellogg Boulevard
Saint Paui, MN 55102
�I�-�Oy
SPRINGSTED
Publu Finante �Idvisors
Re: Recommendations for Award of City of Saint Paul's
$17,500,000 General Obligation Capital improvement Bonds (CIB), Series 1997A
$2,450,000 Generai Obiigation SVeet improvement Special Assessment Bonds,
Series19976
Dear Mr. Reid:
This letter summarizes the results of the competitive bids opened at 10:30 this moming for
these issues.
Purpose of Issues
The purpose of this CIB issue is to provide funding for various qpital improvements as part of
the City's annual Capital Improvement Program, to include partiai funding for the public costs
associated with the Science Museum and the Wabasha Bridge.
The purpose of the Street issue is to fund portions of the City's annual street improvement
program.
Tax-Exempt Interest Rate Market
Since the first of the year, tax-exempt interest rates have moved in a relatively tight band,
varying about 2/10's of 1% over the term: January 2, 1997 the BBI was 5.70%; the low point
was February 20, 1997 when the BBI was 5.56%. March 20, 1997 (the most recent date) the
BBI was 5.78�0. Within the last month, the numbers indicate the market movement has been
up, with most such movement occurting in late February. The marfcet is currenUy looking for
bonds since the suppiy is low, which heiped in this sale.
SALNT PAUL, M:� � MINNEAPOLIS, M4 • BROOKF7EID,K'1 • O`/ERIAND PARK, KS • K'.�3fl.\GTOY, DC • IOWA CCTY, U
City of Saint Paul
lJlarch 26, 1997
Page 2
��_��`�
Sale Resutts
The City received nine bids on the CIB sale. The bids were as foliows:
Rank Bidder
Piper Jaffray
Hutchinson Shockey (Chicago)
Mertiil Lynch (Califomia)
Dain Bosworth
Cronin 8 Co.
First of America (Chicago)
Raymond James (Florida)
Interstate Johnson (Georgia)
William Blair (Chicago)
nc t^ioi
4.9497°!0
4.9950%
4.9988%
4.9994°10
5.0251 %
5.0297%
5.0354%
5.0718%
5.0879%
'fhe lowest bid of 4.9497�o was submitted by Piper Jaffray, with the next lowest bid from
Hutchinson Shockey (Chicago) at 4.9950�0.
The City received five bids on the street issue. The bids were as follows:
Rank Bidder
Piper Jaffray
Cronin & Co
Dain Bosworth
Raymond James
Wil{iam Siair
TIC %
5.2181 %
5.2497%
5.2577%
5.3092%
5.3458%
The lowest bid of 5.2181�o was submitted by Piper Jaffray, with the next lowest bid from
Cronin & Co (Twin Cities) at 5.2497%.
The nine bids received on the CIB issue has only been matched once (nine bids were aiso
received in 1995) by the City since 1985.
The CIB issue received broad national attention with underwriters bidding from Chicago (3),
Califomia (1), Florida (1), and Georgia (1).
We require bidders to submit their bids on a"True Interest Rate" (TIC) basis, so as to reflect
the present vaiue of their bids and thereby ensure the City award based on the lowest cost to
the City. We have enclosed bid tabulation fortns for each issue summarizing the bid specifics
and composition of each underwriting syndicate.
Recommendation
We recommend awards of sale of the CIB issue and the Street issue to Piper Jaffray.
Basis of Recommendation
The interest rates received o� each issue reflect aggressive bidding in today's maefcet and
compare well with the Citys recent historicai experience. Focusing on the 1997 CIB issue with
its TIC of 4.94°k, the City's experience for its CIB issues in 1995 and 1996 respectively of
5.14% and 4.81 �o. Our estimate of the City's interest rate on the CIB issue had the issue sold
in eariy February was 4.92%. We have compared this issue against other issues soid thus far
City of Sairrt Paui
March 26, 1997
Page 3
�� ��°'�
this week and the City has received lower interest rates than these issues. We also monitor
each of the City's issues against a daily national interest rate index, Delphis-Hanover. These
rates are at or siight{y better than the DeiphiaHanaver "AAA"-rated interest rates. Historica{ty,
the Cityls issues sell between the Delphis Hanover ;4A-to-AAA" Ievels, a performance
matched by these issues.
Yesterday, the Federal Reserve took action on short-tertn interest rates. Our analysis shows
that the market had anUcipated this action over the last few weeks and had atready factored in
an adjustment
Credit Rating
The City received three ratings of "Aa2/AA+IAA+^ from Moody's Investors Service, Standard &
Poors and Fitch Investors Service, respectively. The City put together an outstanding rating
presentation for each agency as part of this sate process. Each agency noted numerous
areas of improvement. We would be pleased to respond to the comments of the rating
agencies resulting from this process.
We are again appreciative of the opportunity to be of service to the City. We welcome any
questions or comments on this report.
Respectfully,
�1�a.���11��
David N. MacGillivray /
Principal
Director of Project Management
/dmf
Enclosures
� �����
O
�
N �
v .f
S N
U
d �
c� 9
� �
W
c �
c �.
� ^
m a r
G !n �
« d l0
�a�
w : `o
`o n Y
�. E �
UU�
Z ��
rSrng awm
ng�� ia -ccv�ri�riuivivi
�o� �
N v L
p � �
(7 N �� Q - - . . �
����
000a�000eaoe�aoao�
o �
1� NtqtOl� tOmO��Ni9QQ iOtp
� Q O a C '[7 7 Y C Q Y Q 1A tn In 1N iA tn tn 1n In ln
' y
U � N .� _ . .
� � � � � Q - - . . . ._ _
� � �
N
_
y o o�� O o o O � o O O o o p�
C ln O O O O Q 2!n tn 1n O tn
NQ �onm$ZZ�NmQQ�R
8 U N Q U Q R R 7'ci ? C tn 1tj 1N tn In 1tj
W O C�p7 `
i o' � � a �
c�c�v3��¢ .- .
vfZ�'
�
�
N - o 0 0� o o � o 0 0 o e
1 n O O p O O CL O O p N O
I f� N Q in tD I� Z oJ m O O �
���� a � t0 C? V Q? et Q In iA tn
� � �� ¢ �
N < 7 � Q �
I� C O Q a�i
c>��m� �¢
m ¢
a
�
o , o a000000000 0 �eo .00
�n N ln1n�(LCL � CLQ¢CC O N O�ZZ
� N m�� n Z Z 2 2 2 Z Z Z??��n
rn$ c _ vvvv �n�niciuivi
I �rj !� � Q d
N � tp �
i •YOQ�i
c� ^ yi � ,� j ¢
O
8
� z y + a� a� a� a� a� a� a� a� a� a� a� a�
nQ y 1A C �21ini1� tfi OC C C OO
Of N_ CQ p - �t0 CJ CtptD f�0� 0+00 N
�1 N 7 O+ 0� '7 C'7 C C C'7 1n 1n tti i0
� m � � � �� � � �� � ��
�y� C�c�U 2e2eJeDe2e2e2e2e2e I i
000000u>�noo
mmc��onnwoo
Sy�G eva.;v<ev,riui � t
r
N
t�a1 rn cV c7vtn hm rn0� Mv tn tDt�
� ����88888�888bbbbs'
Y N N N N N N N N N N(� N N N N N N
��
8i E. SEVEN7'H PLACE, S[iITE 100
SAINTPAttL,btN Si101-2ta3
6t2-223-3000 F.SX:612-2233002
��-�°`�
SPRINGSTED
Public Fvrmice Adviso�s
/
$17,500,000
CITY OF SAIlVT PAUL, MINNESOTA
GENERAL OBLIGATION CAPTTAL Il4IPROVEMEIVT BONDS, SERIES 1997A
(BOOK ENTRY ONLI�
A�'�� PIPER JAFFRAY INC.
NORWEST INVESTMENT SERVICES, INC.
FBS INVESTMENT SERVICES, INC.
MII�LER & SCHROEDER FINANCIAL, INC.
AND ASSOCIATES
SALE:
Moody's Rating: Aa2
Standazd & Poor's Rating: AA+
Fitch's Rating: AA+
Interest Net Interest True Interest
Bidder Rates Price oM Rate
PIPER JAFFRAY INC.
NORWEST INVESTMENT SERVICES, INC.
FBS INVESTMENT SERVICES, INC.
MILLER & SCHROEDER FINANCIAL, INC.
Iohn G. Kinnazd & Company
Incorporated
Juran & Moody, a division of Miller,
Johnson & Kuehn,Inc.
The GMS Group
Dougherty Dawkins, Inc.
Peterson Financial Corporation
March 26, 1997
3.85%
4.30 %
4.40 %
4.50 %
4.60%
4.70 %
4.75 �
4.85 %
5.00 %
1998
1999
2000
2001
2002
2003
2004
2005
2006-2007
$17,354,238.25 $5,008,885.71 4.94975'0
HUTCHINSON, SHOCKEY, ERLEY & 4.50% 1998 $17,408,826.50 $5,06Q258.92
COMPANY 4.75% 1999-2003
MORGAN KEEGAN & CO., INC. 4.80% 2004
Mesirow Financial Inc. 4.90% 2005
5.00% 2006
5.10% 2007
SAM7 PAUL. MN � M[NNE1PpLIS, MN � BROOKF[ELD, Wi � OVERLAND PARK. K$ � WqSHINGTON. DC � lOWA CITY, IA
C�S+I.�iT'fi
(Contmuzd)
Interest Net Interest True Interest
Bidder Rates
� r^ Rate
MERRILL LYNCH & CO.
Securities Corporation of Iowa
DAIN BOSWORTH INCORPORATED
PRUDENTIAL SECURITIES, INC.
ABN AMRO SECURITIES (USA) INC.
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
OPPENHEIMER & CO., INC.
PAINEWEBBERINCORPORATED
DEAN WIT`I'ER REYNOLDS
INCORPORATED
CRONIN & COMPANY, INCORPORATED
SMITH BARNEY
FIRST OF AMERICA SECURITIES
RAYMOND JAMES & ASSOCIATES
INTERSTATE/JOHNSON LANE CORP,
4.009 1998
4.50� 1999-2001
4.6090 2002
4.70`7 2003
4.80 % 2004
5.00% 2005-2007
4.50% 1998-2000
4.60% 2001
4.70 % 2002
5.00% 2003-2007
3.95 %
4.30 %
4.50 %
4.60 %
4.65 %
4.75 %
4.85 %
4.90 %
5.00 %
1998
1999
2000
2001
2002
2003
2004
2005
2006-2007
4.00�
430%
4.45 %
4.60 %
4.70%
4.80 %
4.90%
5.00 %
1998
1999
2000
2001
2002
2003
2004
2005-2007
4.00 % 1998
4.375 % 1999
4.75 % 2000
4.80% 2001
5.00 % 2002-2006
5.10% 2007
4.75 % 1998-2002
4.85 % 2003
4.90 % 2004
5.00 % 2005
5.10% 2006
5.125 � 2007
517,348,556.25
$17,415,525.50
$17,327,250.75
$17,347,955.50
$17,436,619.50
$17,398,150.00
55,056,214.58
�5,067,368.25
$5,078,182.58
$5,087,003.88
$5,107,284.15
$5,136,369.27
4.9988 9
4.9994 7
5.025190
5.0297 9
5.0354 �7
5.0718 9
(Continued)
Interest Net Interest True Interest
&idder Ratec Pri P (' t Rate
WILLIAM BLAIR & COMPANY
ROBERT W. BAIRD & COMPANY,
INCORPORATED
3.80 %
4.35 %
4.55 %
4.65 �
4.7590
4.80%
4.90 %
5.00 %
5.10%
�1� �� `�y
REOFFERING SCHEDULE OF THE PURCHASER
Rate
Yeaz
NRO
Paz
4.45 %
4.55 %
4.65 %
4.75 %
4.80%
4.90 %
Paz
5.10%
P '
3.85 %
4.30%
4.40%
4.50 %
4.60 %
4.70 %
4.75 %
4.85 %
5.00 %
5.00%
1998
1999
2000
2001
2002
2003
2004
2005-2006
2007
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
$17,325,162.00 $5,141,816.13 5.0879 9
BBI: 5.78 %
Average Maturity: 5.80 Yeazs
��
85 E. SEVENTH PLACE, SUITE 100
SAINTPAUL,AfN 5>'101-2143
612-223-3000 F.4X: 612-223-3002
(BOOK ENTRY ONLI�
SPRINGSTED
Pu6Bc Fmmue Advtsors
�
$2,450,000
AK'�� PIPER JAFFRAY INC.
NORWEST INVESTI��NT SERVICES, INC.
FBS INVESTII�NT SERVICES, INC.
MII,LER & SCHROEDER FINANCIAL, INC.
AND ASSOCIATES
SALE:
4.30 %
4.45 %
4.55 %
4.65%
4.75 %
4.80%
4.90%
5.00 %
5.10%
5.20%
Interest Net Interest True Interest
$idder Ra[ Price o Rate
PIPER JAFFRAY INC.
NORWEST INVESTMENT SERVICES, INC.
FBS INVESTMENT SERVICES, INC.
MILLER & SCHROEDER FINANCIAL, INC.
John G. Kinnazd & Company
Incorporated
Juran & Moody, a division of Miller,
Johnson & Kuehn,inc.
The GMS Group
Dougherry Dawkins, Inc.
Peterson Financial Corporauon
CRONIN & COMPANY, INCORPORATED
SMITH BARNEY
CiTY OF SAIlVT PAUL, hfINNESOTA
GENERAL OBLIGATION STREET IlIIPROVEbSENT SPECIAL ASSESSMENT BONDS, SERIES 1997B
SAIIYT PAUL. MN � MMNEAPOLIS. MN
4.00 %
430%
4.50%
4.60%
4.65 %
4.75 %
4.85 %
4.90 �
5.00 %
5.15 %
5.25 %
Mazch 26, 1997
1998-1999
2000
2001
2002
2003
2004
2005
2006-2007
2008
2009
1998
1999
2000
2001
2002
2003
2004
2005
2006-2007
2008
2009
$2,425,667.50
$2,425,735.50
�����
Moody's Rating: Aa2
Standard & Poor's Rating: AA+
Fitch's Rating: AA+
$1,018,172.08
$1,024,780.13
BROOKFIELD, WI � OVERLAND PARK, K$ � WASHINGTON, DC � IOWA CITY, IA
5.2181�/
5.24979
(Continued)
Interest Net Interest True Interest
Bidder Rates Price C'� a[e
DAIN BOSWORTH INCORPORqTED
PRUDENTIAL SECURITIES, INC.
ABN AMRO SECURITIES (USA) INC.
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
OPPENHEIMER & CO., INC.
PAINEWEBBERINCORPORATED
DEAN WITTER REYNOLDS
INCORPORATED
RAYMOND JAMES & ASSOCIATES
WILLIAM BLAIR & COMPANY
ROBERT W. BAIRD & COMPANY,
INCORPORATED
4.50 %
4.60%
4.70%
4.80 %
4.909
5.00 °lo
5.109
5.25 %
4.00%
430%
4.60 %
4.75 %
4.80 %
4.90 %
5.00 %
5.10 %
5.20 %
5.25 %
5.30 %
3.80%
4.35 %
4.55 %
4.65 %
4.75 %
4.85 %
4.90 %
5.00 %
5.10%
5.20 %
5.25 %
5.35 %
1998-2000
2001
2002
2003
2004
2005-2006
2007-2008
2009
1998
1999
2000
2001
2002
2003
2004
2005-2006
2007
2008
2009
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
$2,428,288.00
$2,428,941.75
$2.425,512.75
REOFFERING SCHEDULE OF THE PURCHASER
�
430%
430%
4.45 %
4.55 %
4.65 %
4.75 %
4.80 %
4.90%
5.00 %
5.00%
5.10%
5.20 %
�
1998
1999
2000
2001
2002
2003
2004
20p5
2006
2007
2008
2009
�
NRO
Paz
Paz
Paz
Paz
Par
Paz
Paz
Paz
5.10%
S.IS%
5.25 %
51,026,435.96
$1,037,070.75
$1,043,820.58
5.2577 �7
5.3092 %
5.3458 %
BBI: 5.78%
Average Marurity: 8.00 Years
zo'd �eial
s
�
I
�
i4
�
�
�
�
�
�
��
`1YJ
�
�
�
�
�
�, �
�' �
� .•
^
�
�
�
�
�
�
.�
�
.�
. �.y
�
�
O
u
�
�
�
�
�
'
vJ
Q
. T
� � �
�
� (^ �
'1 �1 �
�1�-��`1
•ic�c� ?&� = a, - .�8 $., b:��� c o`:u bi � $�O
M'J RLY �0 ^ �OM V .Yt��� q�y � �Sm ~ NrapO�� ��� �
CV4`y V�O� AAY�F�09Y �V10�� 6 O��y�s,J `�'a 9 C'�'
�a3 >� ro�� a e.?� $� aQn e.� �2e ay
y n �'� a v o a5 0•' „ c
�•� _ 'u 3 �..� .�, v. o� e 'c rn . a ` e � V 4 t a ��. u s e n � 'u
�C�� }��O ri��.�. 4 �vs�V YYC�� G.Y'��p4MV � p%
O � .K � d s � �C Q ��� L O JI 9
�` s' �°u?4.fl_�Y�uu L'V c �vi L'w` ° � L
�>°cBR�' � p ��• »9ra� �96 �. ;°° �..�� ,�� �._�� ��_ ��
�y-°^O;�`CC,tiq3o��.�e�� a?���u�rn``Fp y � ? ��0� 9 �?� ; ��a� w _
E£y�u 9 +�"' �^ 3�o a�.�rnrob.9«$ 7 E'o � ._ a ° ..`..�. - �c ° Mc
�ouv�`eL�.°�a��.�3oW£�y��F`f��ir$a°ni���a �3'ee3s�oo o���o�Y`�,t
��`� BC�, �.. ocm a-.-}�aiu "°m � � Ba a n -'b = � ,a �
� e?mF { r ? `` � SoC�cb' { J i 5omu3�a�aQ�_>.2vu'��� 1�3T7oT,�.�"a ^�°y°`
i s � + { j � c '��DA c I"�NC � .:3FG }j 9�inu>t�Qm.� `'u a
`�VIGi� �rVILa� Di.Jj�Y•V�Il
Op � Y p0 N
� � C jC
Y �C.� JCp�
� y
Xi � � n Y p
e -3 ��
e a� g•-�
s �
� yt��
n � [$� 8Q
3 '��''`9��
., n
o v p e p r ��
� J il �6�'�
V
H � � p ~
�' �
oroF1"�+°. �
e3 x� 8�
,s�$�
a ��
� Y . �`
y j y
���,
S 9 �
a g
.�. u
� V r ' d
r :�
� y � ^ �
� �w d
'a �r�. �
�
=��a��3
sai �a � �
e am.3
f � �
�
=p:: a�a" '^�'�";
O h O
� a9 e M L�i6
= O O Op4�
+� JrJ' �.0�� ��
S�° '9 $ " 5 o�v J`
��'� �,^$9 a@.xY'
.B o }j & . °° p � > ` : �'C '
�`. ,
��o�� C �•6 s
e1 G� �p « f! a �3� ysN �
a��w BY�. Sy d uN� C'] �
x7x oa•�.. B °
x._s °
> a��;g��
'o � '..°«�.� �w �ia$
°����.�
Q
�����a
J
���� �"
,�,� '� g.� �
� �� ���
� ���
a ` i+�'9
8 y 3 ?+
�._:
�
R � �.
a �i,
x ��.�
�+ %'.t�
.q a � w w
� €�'^'
=
�°���
� `�
a8 5_
e$ a'e� ,c 3�s' g�' ��i�" �5 �
b'� �= e� � x���= ��s
�oaa„�,3 a•" u �`�� °^r
�?3a��"3:L"�� �A$Q;�„o=p�'�
+ur'°�gaY.� u � G�:�p
o'O+y���� u�g o�a. �
� o o �� C0. � a p a� �.���7 ^$
�._ a��O�it 03 �c� 8
�8 � � a `+� V P�a
. il
3°`tL �= ` �L�ga��s`�° g 5 C �9 ` ; ou
�<O T9 ����f/l L ? J�'y q���f.�j' C
4 �!'�C�nO Y�T� ��^��y ��
� � �-�, E ,� F P � (� - (� �'3 y �, 3 (, Council File # �
�-a..,i� �
1 — t ��
i � � l � � � `a � � _ � � 3 � a c l 9.'1 Green Shee[ � �� / �`(/
PAUL, MINNESOTA
Preserned By
Referred To
Committee: Date
ao
1
2
3
4
5
ACCEPTING PROPOSAL ON SALE OF
$17,500,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 1997A,
PROVIDING FOR THEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
6 WHEREAS, the Director, Office of Financial Services,
7 has presented proposals received for the sale of $17,500,000
8 General Obligation Capital Improvement Bonds, Series 1997A (the
9 "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
10 WHEREAS, the proposals set forth on Exhibit A attached
il hereto were received pursuant to the Terms of Proposal at the
12 offices of Springsted Incorporated at 10:30 A.M., Central Time,
13 this same day; and
14 WHEREAS, the Director, Office of Financial Services,
15 has advis� �h,�s Coun�l that the proposal of
16 �,`p�/` a. �i-c�.�i , n c� was found to be the most
17 ad antageous an has recommended that said proposal be accepted;
18 and
19 WHEREAS, the proceeds of the Bonds will finance certain
20 capital improvements, for which the City is proceeding pursuant
21 to its Charter and Laws of Minnesota for 1971, Chapter 773, as
22 amended, with any excess to be used for any other purpose
23 permitted by law; and
346617.2
g� �d�
1 WHEREAS, the City has heretofore issued registered
2 obligations in certificated form, and incurs substantial costs
3 associated with their printing and issuance, and substantial
4 continuing transaction costs relating to their payment, transfer
5 and exchange; and
6 WHEREAS, the City has determined that significant
7 savings in transaction costs will result from issuing bonds in
8 "global book-entry form", by which bonds are issued in
9 certificated form in large denominations, registered on the books
10 of the City in the name of a depository or its nominee, and held
11 in safekeeping and immobilized by such depository, and such
12 depository as part of the computerized national securities
13 clearance and settlement system (the "National System") registers
14 transfers of ownership interests in the bonds by making
15 computerized book entries on its own books and distributes
16 payments on the bonds to its Participants shown on its books as
17 the owners of such interests; and such Participants and other
18 banks, brokers and dealers participating in the National System
19 will do likewise (not as agents of the City) if not the
20 beneficial owners of the bonds; and
21 WHEREAS, "Participants" means those financial insti-
22 tutions for whom the Depository effects book-entry transfers and
23 pledges of securities deposited and immobilized with the
24 Depository; and
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
WHEREAS, The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of
New York, or any of its successors or successors to its functions
hereunder (the "Depository"), will act as such depository with
respect to the Bonds except as set forth below, and the City has
heretofore delivered a letter of representations (the "Letter of
Representations") setting forth various matters relating to the
Depository and its role with respect to the Bonds; and
WHEREAS, the City will deliver the Bonds in the form of
one certificate per maturity, each representing the entire
principal amount of the Bonds due on a particular maturity
(each a"Global Certificate"), which single certificate per
maturity may be transferred on the City's bond register as
required by the Uniform Commercial Code, but not exchanged
smaller denominations unless the City determines to issue
Replacement Bonds as provided below; and
Deposito
book-entr
exchanged
registere
date
for
wHEREAS, the City will be able to replace the
ry or under certain circumstances to abandon the "global
y form" by permitting the Global Certificates to be
for smaller denominations typical of ordinary bonds
d on the City's bond register; and "Replacement Bonds"
346677.2
9 � 30�
F�
means the certificates representing the Bonds so authenticated
and delivered by the Bond Registrar pursuant to paragraphs 6 and
12 hereof; and
4 WHEREAS, "Holder" as used herein means the person in
5 whose name a Bond is registered on the registration books of the
6 City maintained by the registrar appointed as provided in
7 paragraph 8(the "BOnd Registrar"); and
8 WHEREAS, Rule 15c2-12 of the Securities and Exchange
9 Commission prohibits "participating underwriters" from purchasing
10 or selling the Bonds unless the City undertakes to provide
11 certain continuing disclosure with respect to the Bonds; and
12
13
14
15
16
17
18
WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds if the City retains an independent financial advisor
and determines to sell the Bonds by private negotiation, and the
City has instead authorized a competitive sale without
publication of notice thereof as a form of private negotiation;
and
19 WHEREAS, proposals for the Bonds have been solicited by
20 Springsted Incorporated pursuant to an Official Statement and
21 Terms of Proposal therein:
22
23
24
25
26
27
aa
29
30
31
32
33
34
35
36
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
1. Acceptance of Pro�osal. The proposal of Piper
Jaffray, Inc. (the "Purchaser"), to purchase $17,500,000 General
Obligation Capital Improvement Bonds, Series 1997A, of the City
(the "Bonds", or individually a"BOnd"), in accordanCe with the
Tenns of Proposal for the bond sale, at the rates of interest set
forth hereinafter, and to pay for the Bonds the sum of
$17,354,238.25, plus interest accrued to settlement, is hereby
found, determined and declared to be the most favorable proposal
received and is hereby accepted, and the Bonds are hereby awarded
to the Purahaser. The Director, Office of Financial Services, or
his designee, is directed to retain the deposit of the Purchaser
and to forthwith return to the others making proposals their good
faith checks or drafts.
37 2. Title: OriQinal Issue Date: Denominations;
38 Maturities. The Bonds shall be titled "General Obligation
39 Capital Improvement Bonds, Series 1997A", shall be dated April 1,
40 1997, as the date of original issue and shall be issued forthwith
41 on or a£ter such date as £ully registered bonds. The Bonds shall
42 be numbered from R-1 upward. Global Certificates shall each be
43 in the denomination of the entire principal amount maturing on a
346617.2 3
9 �.3oy
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
single date, or, if a portion of said principal amount is
prepaid, said principal amount less the prepayment. Replacement
Bonds, if issued as provided in paragraph 6, shall be in the
denominaCion of $5,000 each or in any integral multiple thereof
of a single maturity. The Bonds shall mature on March 1 in the
years and amounts as follows:
Year
1998
1999
2000
2001
2002
Amount
$1,375,000
1,425,000
1,625,000
1,625,000
1,700,000
Year
2003
2004
2005
2006
2007
Amount
$1,775,��0
1,850,000
1,950,000
2,050,000
2,125,000
3. Pux The Bonds shall provide funds for the
construction of the capital improvements in the City's 1997
capital improvement budget (the "Improvements"). The proceeds of
the Bonds shall be deposited and used as provided in paragraph
17, for the purpose described by Laws of Minnesota for 1971,
Chapter 773, as amended, and any excess moneys shall be devoted
to any other purpose permitted by law. The total cost of the
Improvements, which shall include all costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least
equal to the amount of the Bonds. Work on the Improvements shall
proceed with due diligence to completion.
24 4. Interest. The Bonds shall bear interest payable
25 semiannually on March 1 and September 1 of each year (each, an
26 "Interest Payment Date"), commencing September 1, 1997,
27 calculated on the basis of a 360-day year of twelve 30-day
28 months, at the respective rates per annum set forth opposite the
29 maturity years as follows:
30 Maturitv Year Interest Rate
31 1998 3.85%
32 1999 4.34
33 2000 4.40
34 2001 4.50
35 2002 4.60
36
37
38
39
40
41
42
43
Maturity Year Interest Rate
2003
2004
2005
2006
2007
4.70
4.75
4.85
5.00
5.00
5. Description of the Global Certificates and Global
Book-Entrv System. Upon their original issuance the Bonds will
be issued in the form of a single Global Certificate for each
maturity, deposited with the Depository by the Purchaser and
immobilized as provided in paragraph 6. No beneficial owners of
interests in the Bonds will receive certificates
their respective interests in the Bonds except a
paragraph 6. Except as so provided, during the
representing
s provided in
term of the
346617.2
q����
1
2
3
r�
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
Bonds, beneficial ownership (and subsequent transfers of
beneficial ownership) of interests in the Global Certificates
will be reflected by book entries made on the records of the
Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's
book entries of beneficial ownership interests are authorized to
be in increments of $5,000 of principal of the Bonds, but not
smaller increments, despite the larger authorized denominations
of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the
Bond Registrar as paying agent, and in turn by the Bond Registrar
to the Depository or its nominee as registered owner of the
Global Certificates, and the Depository according to the laws and
rules governing it will receive and forward payments on behalf of
the beneficial owners of the Global Certificates.
Payment of principal of, premium, if any, and interest on a
Global Certificate may in the City's discretion be made by such
other method of transferring funds as may be requested by the
Holder of a Global Certificate.
6. Immobilization of Global Certificates by the
Debositorv• Successor Depository; Replacement Bonds. Pursuant to
the request of the Purchaser to the Depository, which request is
required by the Terms of Proposal, immediately upon the original
delivery of the Bonds the Purchaser will deposit the Global
Certificates representing all of the Bonds with the Depository.
The Global Certificates shall be in typewritten form or otherwise
as acceptable to the Depository, shall be registered in the name
of the Depository or its nominee and shall be held immobilized
from circulation at the offices of the Depository on behalf of
the Purchaser and subsequent bondowners. The Depository or its
nominee will be the sole holder of record of the Global
Certificates and no investor or other party purchasing, selling
or otherwise transferring ownership of interests in any Bond is
to receive, hold or deliver any bond certificates so long as the
Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and in
paragraph 12.
Certificates evidencing the Bonds may not after their
original delivery be transferred or exchanged except:
40
41
42
43
44
45
346677.2
(i) Upon registration of transfer of ownership of a
Global Certificate, as provided in paragraph 12,
(ii) To any successor of the Depository (or its
nominee) or any substitute depository (a "substitute
depository") designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the Depository
5
q� ��
1 or any substitute depository must be both a"clearing
2 corporation" as defined in the Minnesota Uniform Commercial
3 Code at Minnesota Statutes, Section 336.8-102, and a
4 qualified and registered "clearing agency" as provided in
5 Section 17A of the Securities Exchange Act of 1934, as
6 amended,
7 (iii) To a substitute depository designated by and
8 acceptable to the City upon (a) the determination by the
9 Depository that the Bonds shall no longer be eligible for
10 its depository services or (b) a determination by the City
11 that the Depository is no longer able to carry out its
12 functions, provided that any substitute depository must be
13 quali£ied to act as such, as provided in clause (ii) of this
14 subparagraph, or
15 (iv) To those persons to whom transfer is requested
16 in written transfer instructions in the event that:
17 (a) the Depository shall resign or discontinue
18 its services for the Bonds and the City is unable to
19 locate a substitute depository within two (2) months
20 following the resignation or determination of non-
21 eligibility, or
22 (b) upon a determination by the City in its sole
23 discretion that (1) the continuation of the book-entry
24 system described herein, which precludes the issuance
25 of certificates (other than Global Certificates) to any
26 Holder other than the Depository (or its nominee),
27 might adversely affect the interest of the beneficial
28 owners of the Bonds, or (2) that it is in the best
29 interest of the beneficial owners of the Bonds that
30 they be able to obtain certificated bonds,
31 in either of which events the City shall notify Holders of
32 its determination and of the availability of certiPicates
33 (the ��Replacement Bonds'�) to Holders requesting the same and
34 the registration, transfer and exchange o£ such Bonds will
35 be conducted as provided in paragraphs 9B and 12 hereof.
36 In the event of a succession of the Depository as may
37 be authorized by this paragraph, the Bond Registrar upon
38 presentation of Global Certificates shall register their transfer
39 to the substitute or successor depository, and the substitute or
40 successor depository shall be treated as the Depository for all
41 purposes and functions under this resolution. The Letter of
42 Representations shall not apply to a substitute or successor
43 depository unless the City and the substitute or successor
44 depository so agree, and a similar agreement may be entered into.
346617.2 6
q� ���
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
7. Redemption.
{a) Optional Redemption; Due Date. All Sonds maturing
after Marah 1, 2005, shall be subject to redemption and
prepayment at the option of the City on such date and on any day
thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part o£ the Bonds subject to prepayment.
If redemption is in part, those Bonds remaining unpaid may be
prepaid in such order of maturity and in such amount per maturity
as the City shall determine; and if only part of the Bonds having
a common maturity date are called for prepayment, the Global
Certi£icates may be prepaid in $5,000 increments of principal
and, if applicable, the specific Replacement Bonds to be prepaid
shall be chosen by lot by the Bond Registrar. Bonds or portions
thereof called for redemption sha11 be due and payable on the
redemption date, and interest thereon shall cease to accrue from
and after the redemption date.
17 (b) Notation on Global Certificate. Upon a reduction in
18 the aggregate principal amount of a Global Certificate, the
19 Holder may make a notation of such redemption on the panel
20 provided on the Global Certificate stating the amount so
21 redeemed, or may return the Global Certificate to the Bond
22 Registrar in exchange for a new Global Certificate authenticated
23 by the Bond Registrar, in proper principal amount. Such
24 notation, if made by the Holder, shall be for reference only, and
25 may not be relied upon by any other person as being in any way
26 determinative of the principal amount of such Global Certificate
27 outstanding, unless the Bond Registrar has signed the appropriate
28 column of the panel.
29 (c) Selection of Replacement Bonds. To effect a partial
30 redemption of Replacement Bonds having a common maturity date,
31 the Bond Registrar prior to giving notice of redemption shall
32 assign to each Replacement Bond having a common maturity date a
33 distinctive number for each $5,000 of the principal amount of
34 such Replacement Bond. The Bond Registrar shall then select by
35 lot, using such method of selection as it shall deem proper in
36 its discretion, from the numbers so assigned to such Replacement
37 Bonds, as many numbers as, at $5,000 for each number, shall equal
38 the principal amount of such Replaoement Bonds to be redeemed.
39 The Replacement Bonds to be redeemed shall be the Replacement
40 Bonds to which were assigned numbers so selected; provided,
41 however, that only so much of the principal amount of each such
42 Replacement Bond of a denomination of more than $5,000 shall be
43 redeemed as shall equal $5,000 for each number assigned to it and
44 so selected.
45 (d7 Partial Redemt�tion of Rez�lacement Bonds. I£ a
46 Replacement Bond is to be redeemed only in part, it shall be
346617.2 7
��-���
1
2
� �
9
10
il
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
RYa
surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the City and Bond Registrar duly executed by the
Holder thereof or his, her or its attorney duly authorized in
writing) and the City shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Replacement Bond, without service charge, a new Replacement Bond
or Bonds of the same series having the same stated maturity and
interest rate and of any authorized denomination or
denominations, as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed
portion of the principal of the Bond so surrendered.
(e) Recxuest for Redemption. The Bond Registrar shall call
Bonds for redemption and payment as herein provided upon receipt
by the Bond Registrar at least forty-five (45) days prior to the
redemption date of a request of the City, in written form if the
Bond Registrar is other than a City officer. Such request shall
specify the principal amount of Bonds to be called for redemption
and the redemption date.
(f) Notice. Mailed notice of redemption shall be given
the paying agent (if other than a City officer) and to each
affected Holder. If and when the City shall call any of the
Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the
of the City of its intention to redeem and pay such Bonds at
office of the Bond Registrar. Notice of redemption shall be
to
name
the
given by first class mail, postage prepaid, mailed not less than
thirty (30) days prior to the redemption date, to each Holder of
Bonds to be redeemed, at the address appearing in the Bond
Register. Al1 notices of redemption shall state:
(i) The redemption date;
(ii) The redemption price;
33 (iii) If less than all outstanding Bonds are to be
34 redeemed, the identification (and, in the case of partial
35 redemption, the respective principal amounts) of the Bonds
36 to be redeemed;
37 (iv) That on the redemption date, the redemption price
38 will become due and payable upon each such Bond, and that
39 interest thereon shall cease to accrue from and after said
40 date; and
41
42
43
(v) The place where such Bonds are to be surrendered
for payment of the redemption price (which shall be the
office of the Bond Registrar).
346677.2
�����
1
2
3
4
5
6
7
8
9
10
il
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
(g) Notice to Depositorv. Notices to The Depository Trust
Company or its nominee shall contain the CUSIP numbers of the
Bonds. If there are any Holders of the Bonds other than the
Depository or its nominee, the Bond Registrar shall use its best
efforts to deliver any such notice to the Depository on the
business day next preceding the date of mailing of such notice to
all other Holders.
8. Bond Reaistrar. First Trust National Association,
in Saint Paul, Minnesota, is appointed to act as bond registrar
and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond
Registrar is duly appointed, all pursuant to any contract the
City and Bond Registrar shall execute which is consistent
herewith. A successor Bond Registrar shall be an officer of the
City or a bank or trust company eligible for designation as bond
registrar pursuant to Minnesota Statutes, Chapter 475, and may be
appointed pursuant to any contract the City and such successor
Bond Registrar shall execute which is consistent herewith. The
Bond Registrar shall also serve as paying agent unless and until
a successor paying agent is duly appointed. Principal and
interest on the Bonds shall be paid to the Holders (or record
holders) of the Bonds in the manner set forth in the forms of
Bond and paragraph 14 of this resolution.
9. Forms of Bond. The Bonds shall be in the form of
Global Certificates unless and until Replacement Bonds are made
available as provided in paragraph 6. Each form o£ bond may
contain such additional or di£ferent terms and provisions as to
the form of payment, record date, notices and other matters as
are consistent with the Letter of Representations and approved by
the City Attorney.
31 A. Global Certificates. The Global Certificates,
32 together with the Certificate of Registration, the Register of
33 Partial Payments, the form of Assignment and the registration
34 information thereon, shall be in substantially the following form
35 and may be typewritten rather than printed:
346617.2 9
�� ���
1
2
3
4
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
m
GENERAI, OBLIGATION CAPITAL, IMPROVEMENT
BOND, SERIES 1997A
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE
March 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
$
CUSIP
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of
5aint Paul, Ramsey County, Minnesota (the "ISSUer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate
of registration below, or registered assigns, in the manner
hereinafter set forth, the principal amount specified above, on
the maturity date specified above, unless called for earlier
redemption, and to pay interest thereon semiannually on March 1
and September 1 of each year (each, an "Interest Payment Date"),
commencing September 1, 1997, at the rate per annum specified
above (calculated on the basis of a 360-day year of twelve 30-day
months) until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest
has been paid, from the date of original issue hereof. The
principal of and premium, if any, on this Bond are payable in
same-day funds by 2:30 p.m., Eastern time, upon presentation and
surrender hereof at the principal office of
in , Minnesota (the "Bond Registrar"}, acting as
paying agent, or any successor paying agent duly appointed by the
Issuer; provided, however, that upon a partial redemption of this
Bond which results in the stated amount hereof being reduced, the
Holder may in its discretion be paid without presentation of this
Bond, which payment shall be received no later than 2:30 p.m.,
Eastern time, and may make a notation on the panel provided
herein of such redemption, stating the amount so redeemed, or may
return the Bond to the Bond Registrar in exchange for a new Bond
in the proper principal amount. Such notation, if made by the
Holder, shall be for reference only, and may not be relied upon
April 1, 1997
346697.2 1 0
q� ��
1
2
3
4
5
6
7
8
9
10
li
12
13
14
15
16
17
18
19
20
21
22
23
24
by any other person as being in any way determinative of the
principal amount of this Bond outstanding, unless the Bond
Registrar has signed the appropriate column of the panel.
Interest on this Bond will be paid on each Interest Payment Date
in same-day funds by 2:30 p.m., Eastern time, to the person in
whose name this Bond is registered (the "Holder" or "Bondholder��)
on the registration books of the Issuer maintained by the Bond
Registrar and at the address appearing thereon at the close of
business on the fifteenth day of the calendar month preceding
such Interest Payment Date (the "Regular Record Date"). Interest
payments shall be received by the Holder no later than 2:3� p.m.,
Eastern time; and principal and premium payments shall be
received by the FIolder no later than 2_30 p.m_, Eastern time, if
the Bond is surrendered £or payment enough in advance to permit
payment to be made by such time. Any interest not so timely paid
shall cease to be payable to the person who is the Holder hereof
as of the Regular Record Date, and shall be payable to the person
who is the Holder hereof at the close of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice
of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of
and premium, if any, and interest on this Bond are payable in
lawful money of the United States of America.
25 Date of Pavment Not Business Dav. If the date for
26 payment of the principal of, premium, if any, or interest on this
27 Bond shall be a Saturday, Sunday, legal holiday or a day on which
28 banking institutions in the City of New York, New York, or the
29 city where the principal office of the Bond Registrar is located
30 are authorized by law or executive order to close, then the date
31 for such payment shall be the next succeeding day which is not a
32 Saturday, Sunday, legal holiday or a day on which such banking
33 institutions are authorized to close, and payment on such date
34 shall have the same force' and effect as if made on the nominal
35 date of payment.
36 Redemption. All Bonds of this issue (the "BOnds")
37 maturing after March l, 2005, are subject to redemption and
38 prepayment at the option of the Issuer on such date and on any
39 day thereafter at a price of par plus accrued interest.
40 Redemption may be in whole or in part of the Bonds subject to
41 prepayment. If redemption is in part, those Bonds remaining
42 unpaid may be prepaid in such order of maturity and in such
43 amount per maturity as the City shall determine; and if only part
44 of the Bonds having a common maturity date are called for
45 prepayment, this Bond may be prepaid in $5,000 increments of
46 principal. Bonds or portions thereof called for redemption shall
47 be due and payable on the redemption date, and interest thereon
48 shall cease to accrue from and after the redemption date.
346617.2 1 1
�� 3 ��
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
al
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
Notice of Itedemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereof will
be given by first class mail mailed not less than thirty (30)
days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds shall be used.
12eplacement or Notation of Bonds after Partial
Redemotion. Upon a partial redemption of this Bond which results
in the stated amount hereof being reduced, the Holder may in its
discretion make a notation on the panel provided herein of such
redemption, stating the amount so redeemed. Such notation, if
made by the Holder, shall be for reference only, and may not be
relied upon by any other person as being in any way determinative
of the principal amount of the Bond outstanding, unless the Bond
Registrar has signed the appropriate column of the panel.
Otherwise, the Holder may surrender this Bond to the Bond
Registrar (with, if the Issuer or Bond Registrar so requires, a
written instrument of transfer in form satisfactory to the Issuer
and Bond Registrar duly executed by the Holder thereof or his,
her or its attorney duly authorized in writing) and the Issuer
shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of such Bond, without
service charge, a new Bond of the same series having the same
stated maturity and interest rate and of the authorized
denomination in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
Issuance; Purnose; General Oblicration. This Bond is
one of an issue in the total principal amount of $17,500,000, all
of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination, and redemption privilege,
which Bond has been issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota,
including particularly Laws of Minnesota for 1971, Chapter 773,
as amended, and the Charter of the Issuer, and pursuant to a
resolution adopted by the City Council of the Issuer on March 26,
1997 (the "Resolution"), for the purpose o£ providing money to
finance the acquisition, construction and repair of various
capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Issuer. This Bond
constitutes a general obligation of the Issuer, and to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
346617.2 1 2
��-.���
3
4
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
Denominations; Exchancxe; Resolution. The Bonds are
issuable originally only as Global Certificates in the
denomination of the entire principal amount of the issue maturing
on a single date, or, if a portion of said principal is prepaid,
said principal amount less the prepayment. Global Certificates
are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in
exchange £or Replacement Bonds if then available. Replacement
Bonds, if made available as provided below, are issuable solely
as fully registered bonds in the denominations of $5,040 and
integral multiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
and subject to the limitations provided in the Resolution.
Reference is hereby made to the Resolution for a description of
the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond
Registrar.
Replacement Bonds. Replacement Bonds may be issued by
the Issuer in the event that:
(a) the Depository shall resign or discontinue its
services for the Bonds, and only if the Issuer is unable to
locate a substitute depository within two (2) months
following the resignation or determination of non-
eligibility, or
(b) upon a determination by the Issuer in its sole
discretion that (1) the continuation of the book-entry
system described in the Resolution, which precludes the
issuance of certificates (other than Global Certificates) to
any Holder other than the Depository (or its nominee), might
adversely affect the interest of the beneficial owners of
the Bonds, or (2) that it is in the best interest of the
beneficial owners of the Bonds that they be able to obtain
certi£icated bonds.
Transfer. This Bond shall be registered in the name of
the payee on the books of the Issuer by presenting this Bond for
registratzon to the Bond Registrar, who will endorse his, her or
its name and note the date of registration opposite the name of
the payee in the certificate of registration attached hereto.
Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal
representatives, and the Issuer and Bond Registrar may treat the
Holder as the person
rights and powers of
such assignment for
346677.2
exclusively entitled to exercise all the
an owner until this Bond is presented with
registration of transfer, accompanied by
i[e3
9� 3�y�
1 assurance of the nature provided by law that the assignment is
2 genuine and effective, and until such transfer is registered on
3 said books and noted hereon by the Bond Registrar, all subject to
4 the terms and conditions provided in the Resolution and to
5 reasonable regulations of the Issuer contained in any agreement
6 with, or notice to, the Bond Registrar. Transfer of this Bond
7 may, at the direction and e�pense of the Issuer, be subject to
8 certain other restrictions if required to qualify this Bond as
9 being "in registered form" within the meaning of Section 149(a)
10 of the federal Internal Revenue Code of 1986, as amended.
11 Fees upon Transfer or Loss. The Bond Registrar may
12 require payment of a sum sufficient to cover any tax or other
13 governmental charge payable in connection with the transfer or
14 exchanqe of this Bond and any legal or unusual costs regarding
15 transfers and lost Bonds.
16 Treatment of Recristered Owner. The Issuer and Bond
17 Registrar may treat the person in whose name this Bond is
18 registered as the owner hereof for the purpose of receiving
19 payment as herein provided (except as otherwise provided with
20 respect to the Record Date) and for all other purposes, whether
21 or not this Bond shall be overdue, and neither the Issuer nor the
22 Bond Registrar shall be affected by notice to the contrary.
23 Authentication. This Bond shall not be valid or become
24 obligatory for any purpose or be entitled to any security unless
25 the Certificate of Authentication hereon shall have been executed
26 by the Bond Registrar.
27 Not Ouali£ied Tax-Exemot Obligations. The Bonds have
28 not been designated by the Issuer as "qualified tax-exempt
29 obligations" for purposes of Section 265(b)(3) of the federal
30 Internal Revenue Code of 1986, as amended. The Bonds do not
31 qualify for such designation.
346677.2 14
9� ��
1 IT IS HEREBY CERTIFIED AND RECITED that all acts,
2 conditions and things required by the Constitution and laws of
3 the State of Minnesota and the Charter of the Issuer to be done,
4 to happen and to be perfonned, precedent to and in the issuance
5 of this Bond, have been done, have happened and have been
6 per£ormed, in regular and due form, time and manner as required
7 by law, and that this Bond, together with all other debts of the
8 Issuer outstanding on the date of original issue hereof and on
9 the date of its issuance and delivery to the original purchaser,
10 does not exceed any constitutional or statutory or Charter
11 limitation of indebtedness.
12 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
13 County, Minnesota, by its City Council has caused this Bond to be
14 sealed with its official seal and to be executed on its behalf by
15 the photocopied facsimile signature of its Mayor, attested by the
16 photocopied facsimile signature of its Clerk, and countersigned
17 by the photocopied facsimile signature of its Director, Office of
18 FinanCial Services.
346617.2 15
�� 3��
1
2
3
4
Date of Registration:
Registrable by:
Payable at:
5
6
7
8
9
10
il
BOND REGISTRAR'S
CERTIFICATE OF
AUTHEI3`PICATION
This Bond is one o£ the
Bonds described in the
Resolution mentioned
within.
12
13
14 ,
15 Bond ReQistrar
16
17
18
19
20
21
By
Authorized Signature
(SEAL)
CITY OF SAINT PAUL,
RAMSEY COUN'I'Y, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of FinanCial
Services
22 General Obligation Capital Improvement Bond, Series 1997A, No.
23 R- .
346677.2
16
�� ���
�
2
3
4
5
6
r�
E]
E
io
ii
FfG
13
CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached
Bond may be made only by the registered owner or his, her or its
legal representative last noted below.
DATE OF
REGISTRATION
REGISTERED OWNER
SIGNATITRE OF
BOND REGISTRAR
346617.2
17
9� ���
�
REGISTER OF PARTIAL PAYMENTS
2 The principal amount of the attached Bond has been prepaid on the
3 dates and in the amounts noted below:
4 Signature of Signature of
5 Date Amount Bondholder Bond Registrar
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22 If a notation is made on this register, such notation has the
23 effect stated in the attaChed Bond. Partial payments do not
24 require the presentation of the attaChed Bond to the Bond
25 Registrar, and a Holder could fail to note the partial payment
26 here.
346617.2 1 $
��-.���
�
ABBREVIATIONS
2 The following abbreviations, when used in the inscription on
3 the face of this Bond, shall be construed as though they were
4 written out in full according to applicable laws or regulations:
5 TEN COM - as tenants in common
6 TEN ENT - as tenants by the entireties
7 JT TEN - as joint tenants with right of survivorship
8 and not as tenants in common
9 UTMA - as custodian for
10 (Cust) (Minor)
11 under the Uniform Transfers to Minors Act
12 (State)
13 Additional abbreviations may also be used
14 though not in the above list.
346617.2 1 9
���a�
�
ASSIGNMENT
2 For value received, the undersigned hereby sells,
3 assigns and transfers unto
4 the attached Bond and does
5 hereby irrevocably constitute and appoint
6 attorney to transfer the Bond on the
7 books kept for the registration thereof, with full power of
8 substitution in the premises.
9 Dated:
10 I3otice: The assignor�s signature to this
11 assignment must correspond with the name
12 as it appears upon the face of the
13 attached Bond in every particular,
14 without alteration or any change
15 whatever.
16 Signature Guaranteed:
17
18 Signature(s) must be guaranteed by a national bank or trust
19 company or by a brokerage firm having a membership in one of the
20 major stock exchanges or any other ��Eligible Guarantor
21 In5titution" as defined in 17 CFR 240.17Ad-15(a)(2).
22 The Bond Registrar will not effect transfer of this
23 Bond unless the information conceming the trans£eree requested
24 below is provided.
25 Name and Address:
26
27
28 (Include information for all joint
29 owners if the Bond is held by joint
30 account.}
346617.2 2 0
��-���
1 B. ReAlacement Bonds. If the City has notified
2 Aolders that Replacement Bonds have been made available as
3 provided in paragraph 6, then for every Bond thereafter
4 transferred or exchanged (including an exchange to reflect the
5 partial prepayment of a Global Certificate not previously
6 exchanged for Replacement Bonds) the Bond Registrar shall deliver
7 a certificate in the form of the Replacement Sond rather than the
8 Global Certificate, but the Fiolder of a Global Certificate shall
9 not otherwise be required to exchange the Global Certificate for
10 one or more Replacement Bonds since the City recognizes that some
11 beneficial owners may prefer the convenience of the Depository's
12 registered ownership of the Bonds even though the entire issue is
13 no longer required to be in global book-entry form. The
14 Replacement Bonds, together with the Bond 12egistrar's Certificate
15 of Authentication, the form of Assignment and the registration
16 information thereon, shall be in substantially the following
17 form:
346617.2 2 1
97-3��
1 UNITED STATES OF AMERICA
2 STATS OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAII3`I` PAUL
5 R-
6
7
8 INTEREST
9 RATE
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
$
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOND, SERIES 1997A
MATiTRITY DATE OF
DATE ORIGINAL ISSUE
April 1, 1997
REGISTERED OWNER:
PRINCIPAL AMOUNT:
CUSIP
DOLLARS
KI30W ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ram5ey County, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above, or registered
assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above,
unless called for earlier redemption, and to pay interest thereon
semiannually on March 1 and September 1 of each year (each, an
"Interest Payment Date"), commencing September 1, 1997, at the
rate per annum specified above (calculated on the basis of a
360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from
the most recent Interest Payment Date to which interest has been
paid or, if no interest has been paid, from the date of original
issue hereof. The principal of and premium, if any, on this Bond
are payable upon presentation and surrender hereof at the
principal office of , in
, (the "Bond Registrar��),
acting as paying agent, or any successor paying agent duly
appointed by the Issuer. Interest on this Bond will be paid on
each Interest Payment Date by check or draft mailed to the person
in whose name this Bond is registered (the "Holder" or
"Bondholder'�) on the registration books of the Issuer maintained
by the Bond Registrar and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular ReCOrd Date").
Any interest not so timely paid shall cease to be payable to the
person who is the Holder hereof as of the Regular Record Date,
and shall be payable to the person who is the Holder hereof at
346617.2 2 2
q���
1
2
3
4
5
6
7
the close of business on a date (the "Special
by the Bond Registrar whenever money becomes
payment of the defaulted interest. Notice of
Date shall be given to Bondholders not less t
to the Special Record Date. The principal of
any, and interest on this Bond are payable in
LTnited States of America.
Record Date") fixed
available for
the Special Record
han ten days prior
and premium, if
lawful money of the
8 REFERENCE IS HFsR}3BY MADE TO THS FURTHER PROVISIONS OF
9 TFiIS BOND SET FOR'I`H ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
10 FOR ALL PURPOSES HAVE THE SAMF3 EFFECT AS IF SET FORTH HERE.
11 IT IS HEREBY CERTIFIED AND RECITED that all acts,
12 conditions and things required by the Constitution and laws of
13 the State of Minnesota and the Charter of the Issuer to be done,
14 to happen and to be performed, precedent to and in the issuance
15 of this Bond, have been done, have happened and have been
16 performed, in regular and due form, time and manner as required
17 by law, and that this Bond, together with all other debts of the
18 Issuer outstanding on the date of original issue hereof and on
19 the date of its issuance and delivery to the original purchaser,
20 does not exceed any constitutional or statutory or Char�er
21 limitation of indebtedness.
22 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
23 County, Minnesota, by its City Council has caused this Bond to be
24 sealed with its official seal or a facsimile thereof and to be
25 executed on its behalf by the original or facsimile signature of
26 its Mayor, attested by the original or facsimile signature of its
27 Clerk, and countersigned by the original or facsimile signature
28 of its Director, Office of Financial Services.
346617.2 2 3
q� �d�
1
2
3
4
Date of Registration
Registrable by:
Payable at: _
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
12
13
14 ,
15 Bond Registrar
16
17
18
19
By
Authorized Signature
20 (SEAL)
346677.2
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
24
�� 3 ��
F�
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
ON REVERSE OF BOND
Date of Payment Not Business DaX. If the date for
payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of New York, New York, or the
city where the principal office of the Sond Registrar is located
are authorized by 1aw or executive order to close, then the date
for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal
date of payment.
Redemgtion. All Bonds of this issue (the "Bonds")
maturing after March 1, 2005, are subject to redemption and
prepayment at the option of the Issuer on such date and on any
day thereafter at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining
unpaid may be prepaid in such order of maturity and in such
amount per maturity as the City shall determine; and if only
of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen
lot by the Bond Registrar. Bonds or portions thereof called
redemption shall be due and payable on the redemption date,
interest thereon shall cease to accrue from and after the
redemption date.
part
by
for
and
Notice of Redemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereof will
be given by first class mail mailed not less than thirty (30)
days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds shall be used.
Selection of Bonds for Redemption. To effect a partial
redemption of Bonds having a common maturity date, the Bond
Registrar shall assign to each Bond having a common maturity date
a distinctive number for each $5,000 of the principal amount of
such Bond. The Bond Registrar shall then select by lot, using
such method of selection as it shall deem proper in its
discretion, from the numbers assigned to the Bonds, as many
numbers as, at $5,000 for each number, shall equal the principal
amount of such Bonds to be redeemed. The Bonds Co be redeemed
shall be the Bonds to which were assigned number5 so selected;
provided, however, that only so much of the principal amount of
346617.2
25
g� 3��
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
such Bond of a denomination of more than $5,000 shall be redeemed
as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the Issuer or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by
the Holder thereof or his, her or its attorney duly authorized in
writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of
any authorized denomination or denominations, as requested by
such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
Issuance: Purnose: General Obli�ation. This Bond is
one of an issue in the total principal amount of $17,500,000, all
of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination, and redemption privilege,
which Bond has been issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota,
including particularly Laws of Minnesota for 1971, Chapter 773,
as amended, and the Charter of the Issuer, and pursuant to a
resolution adopted by the City Council of the Issuer on March 26,
1997 (the "Resolution"), for the purpose of providing money to
finance the acquisition, construction and repair of various
capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Issuer. This Bond
constitutes a general obligation of the Issuer, and Co provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the fu11 faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
34 Denominations: Exchancte: Resolution. The Bonds are
35 issuable solely as fully registered bonds in the denominations of
36 $5,000 and integral multiples thereof of a single maturity and
37 are exchangeable for fully registered Bonds of other authorized
38 denominations in equal aggregate principal amounts at the
39 principal office of the Bond Registrar, but only in the manner
40 and subject to the limitations provided in the Resolution.
41 Reference is hereby made to the Re5olution for a description of
42 the rights and duties of the Bond Registrar. Copies of the
43 Resolution are on file in the prinCipal office of the Bond
44 Registrar.
346677.2 2 6
�� 3d�
1 Transfer. This Bond is transferable by the Holder in
2 person or by his, her or its attorney duly authorized in writing
3 at the principal office of the Bond Registrar upon presentation
4 and surrender hereof to the Bond Registrar, all subject to the
5 �erms and conditions provided in the Resolution and to reasonable
6 regulations of the Issuer contained in any agreement with, or
7 notice to, the Bond Registrar. `Phereupon the Issuer shall
8 execute and the Bond Registrar shall authenticate and deliver, in
9 exchange for this Bond, one or more new fully registered Bonds in
10 the name of the transferee (but not registered in blank or to
il ��bearer" or similar designation), of an authorized denomination
12 or denominations, in aggregate principal amount equal to the
13 principal amount of this Bond, of the same maturity and bearing
14 interest at the same rate.
15 Fees uAOn Transfer or Loss. The Bond Registrar may
16 require payment of a sum sufficient to cover any tax or other
17 governmental charge payable in connection with the transfer or
18 exchange of this Bond and any legal or unusual costs regarding
19 transfers and lost Bonds.
20 Treatment o£ Registered Owner. The Issuer and Bond
21 Registrar may treat the person in whose name this Bond is
22 registered as the owner hereof for the purpose of receiving
23 payment as herein provided (except as otherwise provided on the
24 reverse side hereof with respect to the Record Date) and for all
25 other purposes, whether or not this Bond shall be overdue, and
26 neither the Issuer nor the Bond Registrar shall be affected by
27 notice to the contrary.
28 Authentication. This Bond shall not be valid or become
29 obligatory for any purpose or be entitled to any security unless
30 the Certificate of Authentication hereon shall have been executed
31 by the Bond Registrar.
32 Not Oualified Tax-Exempt Obliqations. The Bonds have
33 not been designated by the Issuer as "qualified tax-exempt
34 obligations" for purposes of Section 265(b)(3) of the federal
35 Internal Revenue Code of 1986, as amended. The Bonds do not
36 quali£y for such designation.
346677.2 2 7
g����
�
2
3
4
5
6
7
8
9
10
11
12
13
14
15
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this Bond, shall be construed as
though they were written out in full according to applicable laws
or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
346617.2
�
q�-��
�
ASSIGNMENT
2 For value received, the undersigned hereby sells,
3 assigns and transfers unto
4 the within Bond and does
5 hereby irrevocably constitute and appoint
6 attorney to transfer the Bond on the books kept for the
7 registration thereof, with full power of substitution in the
8 premises.
9 Dated:
10 Notice: The assignor's signature to this
il assignment must correspond with the name
12 as it appears upon the face of the
13 within Bond in every particular, without
14 alteration or any change whatever.
15 Signature Guaranteed:
16
17 Signature(s) must be guaranteed by a national bank or trust
18 company or by a brokerage firm having a membership in one of the
19 major stock exchanges or any other "Eligible Guarantor
20 Institution° a5 defined in 17 CFR 240.17Ad-15(a)(2)-
21 The Bond Registrar will not effect transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
25
26
27
28
(Include information for all joint owners
if the Bond is held by joint account.)
346677.2 2 9
9� 3�y�
2
3
4
5
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
10. Execution. The Bonds shall be executed on behalf
of the City by the signatures of its Mayor, Clerk and Director,
Office of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City;
provided, however, that the seal of the City may be a printed or
photocopied £acsimile; and provided further that any of such
signatures may be printed or photocopied £acsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of any
such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or
disabled officer. In case any such officer whose signature or
facsimile of whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of the Bonds, such
signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he or she had remained in office
until delivery.
11. Authentication; Date of Registration. No Bond
shall be valid or obligatory for any purpose or be entitled to
any security or benefit under this resolution unless a
Certificate of Authentication on such Bond, substantially in the
form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same
person. The Bond Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated. For purposes of delivering the original Global
Certi£icates to the Purchaser, the Bond Registrar shall insert as
the date of registration the date of original issue, which date
is April 1, 1997. The Certificate of Authentication so executed
on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
12. Registration; Transfer; Exchanae. The City will
cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall
provide for the registration of Bonds and the registration of
transfers of Bonds entitled to be registered or transferred as
herein provided.
42 A Global Certificate shall be registered in the name of
43 the payee on the books of the Bond Registrar by presenting the
44 Global Certificate for registration to the Bond Registrar, who
45 will endorse his or her name and note the date of registration
46 opposite the name of the payee in the certificate of registration
47 on the Global Certificate. Thereafter a Global Certificate may
346617.2 3 0
q���
2
3
4
5
6
8
9
10
11
12
be transferred by delivery with an assignment duly executed by
the Holder or his, her or its legal representative, and the City
and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until
a Global Certificate is presented with such assignment for
registration of transfer, accompanied by assurance of the nature
provided by law that the assignment is genuine and effective, and
until such transfer is registered on said books and noted thereon
by the Bond Registrar, all subject to the terms and conditions
provided in this resolution and to reasonable regulations of the
City contained in any agreement with, or notice to, the Bond
Registrar.
13 Transfer of a Giobal Certificate may, at the direction
14 and expense of the City, be subject to other restrictions if
15 required to qualify the Global Certificates as being "in
16 registered form" within the meaning of Section 149(a) of the
17 federal Internal Revenue Code of 1986, as amended.
18 If a Global Certificate is to be exchanged for one or
19 more Replacement Bonds, all of the principal amount of the Global
20 Certificate shall be so exchanged.
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
Upon surrender for transfer of any Replacement Bond at
the principal office of the Bond Registrar, the City shall
execute (if necessary), and the Bond Registrar shall
authenticate, insert the date of registration (as provided in
paragraph 11) of, and deliver, in the name of the designated
transferee or transferees, one or more new Replacement Bonds of
any authorized denomination or denominations of a like aggregate
principal amount, having the same stated maturity and interest
rate, as requested by the transferor; provided, however, that no
bond may be registered in blank or in the name of "bearer" or
similar designation.
At the option of the Holder of a Replacement Bond,
Replacement Bonds may be exchanged for Replacement Bonds of any
authorized denomination or denominations of a like aggregate
principal amount and stated maturity, upon surrender of the
Replacement Bonds to be exchanged at the principal office of the
Bond Registrar. Whenever any Replacement Bonds are so
surrendered for exchange, the City shall execute (if necessary),
and the Bond Registrar shall authenticate, insert the date of
registration of, and deliver the Replacement Bonds which the
Holder making the exchange is entitled to receive. G1oba1
Certificates may not be exchanged for Global Certificates of
smaller denominations.
346677.2
31
9� �dy�
1 All Bonds surrendered upon any exchange or transfer
2 provided for in this resolution shall be promptly cancelled by
3 the Bond Registrar and thereafter disposed of as directed by the
4 City.
5 All Bonds delivered in exchange for or upon transfer of
6 Bonds shall be valid general obligations o£ the City evidencing
7 the same debt, and entitled to the same benefits under this
S resolution, as the Bonds surrendered for such exchange or
9 transfer.
10 Every Bond presented or surrendered for transEer or
11 exchange shall be duly endorsed or be accompanied by a written
12 instrument of transfer, in fozm satisfactory to the Hond
13 Registrar, duly executed by the Holder thereof or his, her or its
14 attorney duly authorized in writing.
15 The Bond Registrar may require payment of a sum
16 sufficient to cover any tax or other governmental charge payable
17 in connection with the transfer or exchange of any Bond and any
18 legal or unusual costs regarding transfers and lost Bonds.
19 Transfers shall also be subject to reasonable
20 regulations of the City contained in any agreement with, or
21 notice to, the Bond Registrar, including regulations which permit
22 the Bond Registrar Co close its transfer books between record
23 dates and payment dates.
24 13. Ricrhts Upon Transfer or Exchanc�e. Each Bond
25 delivered upon transfer of or in exchange for or in lieu of any
26 other Bond shall carry all the rights to interest accrued and
27 unpaid, and to accrue, which were carried by such other Bond.
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
14. Interest Pa�ment: Record Date. Interest on any
Global Certificate shall be paid as provided in the first
paragraph thereo£, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to
the person in whose name the Bond is registered (the "Holder") on
the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at
the close of business on the fifteenth (15th) day of the calendar
month preceding such Interest Payment Date (the "Regular Record
Date"). Any such interest not so timely paid sha11 cease to be
payable to the person who is the Holder thereof as of the Regular
Record Date, and shall be payable to the person who is the Holder
thereof at the close of business on a date (the "Special Record
Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the
Special Record Date shall be given by the Bond Registrar to the
346617.2 3 2
9� 36�
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
Holders not less than ten (10) days prior to the Special Record
Date.
15. Holders: Treatment of Registered Ovmer; Consent of
Holders.
(A) For the purposes of all actions, consents and other
matters affecting Holders of the Bonds, other than payments,
redemptions, and purchases, the City may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner
of the Bond instead of the person in whose name the Bond is
registered. For that purpose, the City may ascertain the
identity of the beneficial owner of the Bond by such means as the
Bond Registrar in its sole discretion deems appropriate,
including but not limited to a certificate from the person in
whose name the Bond is registered identifying such beneficial
owner.
16 (B) The City and Bond Registrar may treat the person in
17 whose name any Bond is registered as the owner of such Bond for
18 the purpose of receiving payment of principal of and premium, if
19 any, and interest (subject to the payment provisions in paragraph
20 14 above) on, such Bond and for all other purposes whatsoever
21 whether or not such Bond shall be overdue, and neither the City
22 nor the Bond Registrar shall be affected by notice to the
23 contrary.
24 (C) Any consent, request, direction, approval, objection or
25 other instrument to be signed and executed by the Holders may be
26 in any number of concurrent writings of similar tenor and must be
27 signed or executed by such Holders in person or by agent
28 appointed in writing. Proof of the execution of any such
29 consent, request, direction, approval, objection or other
30 instrument or of the writing appointing any such agent and of the
31 ownership of Bonds, if made in the following manner, shall be
32 sufficient for any of the purposes of this resolution, and shall
33 be conclusive in favor of the City with regard to any action
34 taken by it under such request or other instrument, namely:
35
36
37
38
39
4�
41
(1) The fact and date of the execution by any person
of any such writing may be proved by the certificate of any
officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person
signing such writing acknowledged before him or her the
execution thereof, or by an affidavit of any witness to such
execution.
346617.2
33
�����
1 (2) Subject to the provisions oE subparagraph (A)
2 above, the fact of the ownership by any person of Bonds and
3 the amounts and numbers of such Bonds, and the date of the
4 holding of the same, may be proved by reference to the bond
5 register.
6 16. Delivery: Apolication of Proceeds. The Global
7 Certificates when so prepared and executed shall be delivered by
8 the Director, Office of Financial Services, to the Purchaser upon
9 receipt of the purchase price, and the Purchaser shall not be
10 obliged to see to the proper application thereof.
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
17. Fund and Account. There is hereby created a
special account to be designated the "Capital Improvement Bonds
of 1997A Account" (the "Account") to be administered and
maintained by the City Treasurer as a bookkeeping account
separate and apart from all other accounts maintained in the
official financial records of the City. There has been
heretofore created and established the General Debt Service Fund
(numbered 960, herein the "Fund"). The Fund and the Account
shall each be maintained in the manner herein specified until all
of the Bonds and the interest thereon have been fully paid.
(i) Account. To the Account there shall be
credited the proceeds of the sale of the Bonds, less
accrued interest received thereon, and less any amount
paid £or the Bonds in excess of $17,325,000. From the
Account there shall be paid all costs and expenses of
making the Improvements, including the cost of any
construction contracts heretofore let and all other
costs incurred and to be incurred of the kind
authorized in Minnesota Statutes, Section 475.65
(including interest on the Bonds payable during the
construction period); and the moneys in the Account
shall be used for no other purpose except as otherwise
provided by law; provided that the proceeds of the
Bonds may also be used to the extent necessary to pay
interest on the Bonds due prior to the anticipated date
of commencement of the collection of taxes levied
herein; and provided further that if upon completion of
the Improvements there shall remain any unexpended
balance in the Account, the balance may be transferred
by the Council to the fund of any other improvement
instituted pursuant to Laws of Minnesota for 1971,
Chapter 773, as amended, or used for any other purpose
permitted by law, or transferred to the Fund. All
earnings on the Account shall be transferred to the
Fund, or may remain in the Account.
346617,2
34
�� 3��
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
(ii) Fund. There is hereby pledged and there
shall be credited to the Fund, to a special sinking
fund account which is hereby created and established
therein £or the payment of the Bonds: (a) all accrued
interest received upon delivery of the Bonds; (b) all
funds paid for the Bonds in excess of $17,325,000; (C)
any collections of all taxes which are herein levied
for the payment of the Bonds and interest thereon as
provided in paragraph 18; (d) all funds remaining in
the Account after Completion of the Improvements and
payment of the costs thereof, not so transferred to the
account of another improvement or used for any other
purpose permitted by law; (e) all investment earnings
on moneys held in said special account in the Fund; and
(f) any and all other moneys which are properly
available and are appropriated by the governing body of
the City to said special account in the Fund, including
(at the discretion of the City Council) franchise fees
paid by the district heating utility. The City Council
on the date this resolution is adopted intends to
appropriate franchise fees paid by the district heating
utility to pay debt service on the Bonds.
Said special account created in the Fund shall be used
solely to pay the principal and interest and any premiums for
redemption of the Bonds and any other bonds of the City
heretofore or hereafter issued by the City and made payable from
said special account in the Fund as provided by law, or to pay
any rebate due to the United States. No portion of the proceeds
of the Bonds shall be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used
directly or indirectly to acquire higher yielding investments,
except (1) for a reasonable temporary period until such proceeds
are needed for the purpose for which the Bonds were issued, and
(2) in addition to the above in an amount not greater than
$100,000. To this effect, any proceeds of the Bonds and any sums
from time to time held in the Account or said special account in
the Fund (or any other City account which will be used to pay
principal or interest to become due on the bonds payable
there£rom) in excess of amounts which under then-appliaable
federal arbitrage regulations may be invested without regard as
to yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbiCrage
regulations on such investments after taking into account any
applicable "temporary periods" or "minor portion" made available
under the federal arbitrage regulations. In addition, the
proceeds of the Bonds and money in the Account or the Fund shall
not be invested in obligations or deposits issued by, guaranteed
by or insured by the United States or any agency or instrumen-
tality thereof if and to the extent that such investment would
346617.2 3 5
�� -��I
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
cause the Bonds to be "federally guaranteed" within the meaning
of Section 149(b) o£ the federal Internal Revenue Code of 1986,
as amended (the "Code").
18. Tax Levy: Coverage Test_ To provide moneys for
payment of the principal and interest on the Bonds there is
hereby levied upon all of the taxable property in the City a
direct annual ad valorem tax which shall be spread upon the tax
rolls and collected with and as part of other general property
taxes in the City for the years and in the amounts as follows:
Year of Tax Year of Ta�c
Levy Collection Amount
1996�
1997
1998
1999
2000
2001
2002
2003
2004
20Q5
1997�
1998
1999
2000
2001
2002
2003
2004
2005
2�06
$2,224,976�
2,292,912
2,438,573
2,363,498
2,365,467
2,362,107
2,353,260
2,365,992
2,371,688
2,342,813
22 � heretofore levied or provided from other available City funds
23 The tax levies are such that if collected in full they,
24 together with estimated collections of any other revenues herein
25 pledged for the payment of the Bonds, will produce at least five
26 percent (50) in excess of the amount needed to meet when due the
27 principal and interest payments on the Bonds. The tax levies
28 shall be irrepealable so long as any of the Bonds are outstanding
29 and unpaid, provided that the City reserves the right and power
30 to reduce the levies in the manner and to the extent permitted by
31 Minnesota Statutes, Section 475.61, Subdivision 3.
32 19. General Obliaation Pledae. For the prompt and
33 full payment of the principal and interest on the Bonds, as the
34 same respectively become due, the full faith, credit and taxing
35 powers of the City shall be and are hereby irrevocably pledged.
36 If the balance in the Fund (as defined in paragraph 17 hereof? is
37 ever insufficient to pay all principal and interest then due on
38 the Bonds payable therefrom, the deficiency shall be promptly
39 paid out of any other funds of the City which are available for
40 such purpose, including the general fund of the City, and such
41 other funds may be reimbursed with or without interest from the
42 Fund when a sufficient balance is available therein.
346617.2 3 6
�����
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
20. Certificate of Revistration. The Director, Office
of Financial Services, is hereby directed to file a certified
copy of this resolution with the officer of Ramsey County,
Minnesota, performing the functions of the county auditor (the
"County Auditor"), together with such other information as the
County Auditor shall require, and to obtain the County Auditor's
certificate that the Bonds have been entered in the County
Auditor's Bond Register, and that the tax levy required by law
has been made.
21. Records and Certificates. The officers of the
City are hereby authorized and directed to prepare and furnish to
the Purchaser, and to the attorneys approving the legality of the
issuance o£ the Bonds, certified copies of all proceedings and
records of the City relating to the Bonds and to the financial
condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts
relating to the legality and marketability of the Bonds as the
same appear from the books and records under their custody and
control or as otherwise known to them, and all such certified
copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the
facts recited therein.
23 22. Negative Covenants as to Use of Proceeds and
24 Improvements. The City hereby covenants not to use the proceeds
25 of the Bonds or to use the Improvements, or to cause or permit
26 them to be used, or to enter into any deferred payment
27 arrangements for the cost of the Improvements, in such a manner
28 as to cause the Bonds to be "private activity bonds" within the
29 meaning of Sections 103 and 141 through 150 of the Code. The
30 City hereby covenants not to use the proceeds of the Bonds in
31 such a manner as to cause the Bonds to be "hedge bonds" within
32 the meaning of Section 149(g) of the Code.
33 23. Tax-Exempt Status of the Bonds; Rebate: Elections.
34 The City shall comply with requirements necessary under the Code
35 to establish and maintain the exclusion from gross income under
36 Section 103 of the Code of the interest on the Bonds, including
37 without limitation requirements relating to temporary periods for
38 investments, limitations on amounts invested at a yield greater
39 than the yield on the Bonds, and the rebate of excess investment
40 earnings to the United States.
41 The City expects that the two-year expenditure
42 exception to the rebate requirements may apply to the
43 construction proceeds of the Bonds.
346617.2 3 7
q? �3��
1
2
3
4
5
6
7
8
If any elections are available now or hereafter with
respect to arbitrage or rebate matters relating to the Bonds, the
Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, are hereby authorized and directed to
make such elections as they deem necessary, appropriate or
desirable in connection with the Bonds, and all such elections
sha11 be, and sha11 be deemed and treated as, elections o£ the
City.
9 24. No Desianation of Oualified Tax-Exem�t
10 Obligations. The Bonds, together with other obligations issued
il by the City in 1997, exceed in amount those which may be
12 qualified as "qualified tax-exempt obligations" within the
13 meaning of Section 265(b)(3) of the Code, and hence are not
14 designated for such purpose.
15 25. Letter of Representations. The Letter of
16 Representations for the Bonds is hereby confirmed to be the
17 Blanket Issuer Letter of Representations dated April 10, 1996, by
18 the City and received and accepted by The Depository Trust
19 Company. So long as The Depository Trust Company is the
20 Depository or it or its nominee is the Holder of any Global
21 Certificate, the City shall comply with the provisions of the
22 Letter of Representations, as it may be amended or supplemented
23 by the City from time to time with the agreement or consent of
24 The Depository Trust Company.
25 26. Negotiated Sale. The City has retained Springsted
26 Incorporated as an independent financial advisor, and the City
27 has heretofore determined, and hereby determines, to sell the
28 Bonds by private negotiation, all as provided by Minnesota
29 Statutes, Section 475.60, Subdivision 2(9).
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
27. Continuin�Disclosure. The City is an obligated
person with respect to the Bonds. The City hereby agrees, in
accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the
"Commission" pursuant to the Securities Exchange Act of 1934, as
amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described, to:
A. Provide or cause to be provided to each nationally
recognized municipal securities information repository
("NRMSIR") and to the appropriate state information
depository ("SID"), if any, for the State of Minnesota, in
each case as designated by the Commission in accordance with
the Rule, certain annual financial information and operating
data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the
Undertaking as provided therein.
346677.2
m
q� :���
1 B. Provide or cause to be provided, in a timely
2 manner, to (i) each NRMSIR or to the Municipal Securities
3 Rulemaking Board ("MSRB��) and (ii) the SID, notice of the
4 occurrence of certain material events with respect to the
5 Bonds in accordance with the Undertaking.
6 C. Provide or cause to be provided, in a timely
7 manner, to (i) each NRMSIR or to the MSRB and (ii) the SID,
8 notice of a failure by the City to provide the annual
9 financial infoYmation with respect to the City described in
10 the Undertaking.
il The City agrees that its covenants pursuant to the Rule
12 set forth in this paragraph 27 and in the Undertaking are
13 intended to be for the benefit of the Aolders of the Bonds and
14 shall be enforceable on behalf of such Holders; provided that the
15 right to enforce the provisions of these covenants shall be
16 limited to a right to obtain specific enforcement of the City's
17 obligations under the covenants.
18 The Mayor and Director, Office of Financial Services,
19 or any other officers of the City authorized to act in their
20 stead (the "Officers"), are hereby authorized and directed to
21 execute on behalf of the City the Undertaking in substantially
22 the form presented to the City Council, subject to such
23 modifications thereof or additions thereto as are (i) consistent
24 with the requirements under the Rule, (ii) required by the
25 Purchaser, and (iii) acceptable to the Officers.
26 28. Severabilitv. If any section, paragraph or
27 provision of this resolution shall be held to be invalid or
28 unenforceable for any reason, the invalidity or unenforceability
29 of such section, paragraph or provision shall not affect any of
30 the remaining provisions of this resolution.
346617.2 3 9
9� 3��
1 29. Headinas. Headings in this
2 included for convenience of reference onl
3 hereof, and shall not limit or define the
4 provision hereof.
resolution are
y and are not a part
meaning of any
Adopted by Cauncil: Dffie 1�� ��. � �t_�1 rl
Adoption Certified by Council Secretary
By: �� 2� , �
\ \ ' Approved by Mayor: Date�
By:
-• - -.. .-.. y - .
- . .,- - -
�
�II� �' � �i1..:_��
�,_�� �
I `
/ "�
. :.. -. . . i
. �
: ��, . i // � i/��
Approved by M y� r ubmission to Gouncil
By:
346617.2
� O O
��-���
FsXHIBITS
Exhibit A - Proposals
346677.2
q� 3�
37�lt�5
DEPARIMQ�lT4DFFICE�COUNQL OATE INITIAI3�
Financial Services 3/12/9,7j GREEN SHEE
CONTACT PERSON & PHONE INITIAVDATE INRIAUDATE
ODEPAflTMENTDIFECTOR �CITYCAUNCIL
Martha Kantorowicz p$$IGN �Cf1YATTORNEY �CITYCLERK
NUYBENFON
MUSTBE ON CAUNCIL AGEN�A BV (DATE) ROUTING � BUDGET OIRECTOfl rl FlN. & MG7: SERVICES OIR.
March 26, 1997 oaoea ��`
� MAWR (OR ASSISTANn �
TOTAL # OF SIGNATURE PAGES � (CLIP ALL LOCATIONS FOR SIGNATURE)
ACTION REQUESTED:
This resolution accepts the winning proposal and awards the bid for the $17,500,000 G.O.
Gapital Improvement Bonds Series 1997A. This is a competitive bond sale and the award
is going to the bidder found to be the most advantageous (lowest cost) to the City.
RECAMMENDATIONS: Approve (A) or Reject (R) pERSONAL SERVICE CONTRACTS MUST ANSWER 7HE FOLLOWING QUESTIONS:
_ PLANNING COMMISSION _ CIVIL SEflVICE COMMISSION �� Has this personfirm ever worketl untler a contract for this tlepartmen[?
CIB CAMMITfEE YES "NO
� 2. Has this personfirm ever been a ciry employee?
� � — VES NO
_ DISiRlc7cOUa7 _ 3. Does this person/firm possess a skill not nortnally possessed by any current ciry employee?
SUPPORTS WHICH COUNCILD&IECTIVE? YES NO
Explain all yes answen on seperate sheet and attach to gteen sheet
INITIATING PROBLEM, ISSUE, OPPORTUNITY (Who, What, When, Where, Why):
The bonds are for the purpose of funding the bond financing portion of the Capital
Improvement budget.
ADVANTAGES IF APPROVEO:
Financing will be available for the CIB budget.
�ISADVANTAGES IFAPPROVED:
None
DISA�VANTAGES IF NOTAPPROVED:
Funds needed for capital projects wi11 not be available.
'' r t .
.��'���.ti �'������; ����
.�.:-:;: � �� i���
17,500,000
TO7AL AMOUNT OF TRANSACTION $ COST/REVENUE BUDGE7ED (CIRCLE ONE) YES NO
FUNDIfdG SOURCE ACTINTY NUMBEH
FINANCIAL INFORM'ATION. (EXPLAIN)
����
1 means the certificates representing the Bonds so authenticated
2 and delivered by the Bond Registrar pursuant to paragraphs 6 and
3 12 hereof; and
4 WHEREAS, "HOlder" as used herein means the person in
5 whose name a Bond is registered on the registratio books of the
6 City maintained by the registrar appointed as prov ded in
7 paragraph 8(the "Bond Registrar"); and
8 WHEREAS, Rule 15c2-12 of the Securit'es and Exchange
9 Commission prohibits "participating underwrit rs" from purchasing
10 or selling the Bonds unless the City underta es to provide
11 certain continuing disclosure with respect o the Bonds; and
12 WHEREAS, pursuant to Minnesota tatutes, Section
13 475.60, Subdivision 2(9), public sale re irements do not apply
14 to the Bonds if the City retains an ind pendent financial advisor
15 and determines to sell the Bonds by pr'vate negotiation, and the
16 City has instead authorized a competi ive sale without
17 publication of notice thereof as a f rm of private negotiation;
18 and
19 WHEREAS, proposals for ¢'he Bonds have been solicited by
20 Springsted Incorporated pursuan/to an Official Statement and
21 Terms of Proposal therein:
22 NOW, THEREFORE, BE �[`i' RESOLVED by the Council of the
23 City of Saint Paul, Minnesot�; as follows:
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
the City
with the
interest
of $
1. Acce tance f Pro osal. The proposal of
(the "Purchaser") to purchase $17,500,000
bligation Capit Improvement Bonds, Series 1997A, of
(the °BOnds", individually a °BOnd��), in accordance
Terms of Prop sal for the bond sale, at the rates of
set forth he inafter, and to pay for the Bonds the sum
, us interest accrued to settlement, is
er ned and declared to be the most favorable
d is hereby accepted, and the Bonds are
he Purchaser. The Director, Office of
, or his designee, is directed to retain the
rchaser and to forthwith return to the others
their good faith checks or drafts.
....�..., �.,....,., �..
proposal received
hereby awarded to
Financial Servic
deposit of the P
making proposa
Maturities
Capital Im
1997, as t
on or aft
be numbe e
in the en
2. Title; Original Issue Date; Denominations;
The Bonds shall be titled "General Obligation
p ovement Bonds, Series 1997A", shall be dated April 1,
e date of original issue and shall be issued forChwith
r such date as fully registered bonds. The Bonds shall
d from R-1 upward. Global Certificates shall each be
omination of the entire principal amount maturing on a
3
9��-���
1 single date, or, if a portion of said principal amount is
2 prepaid, said principal amount less the prepayment. Repl cemen
3 Bonds, if issued as provided in paragraph 6, shall be i the
4 denomination of $5,000 each or in any integral multipl thereof
5 of a single maturity. The Bonds shall mature on Marc 1 in the
6 years and amounts as follows:
7 Year Amount Year Amount
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
1998 $1,375,000
1999 1,425,000
2000 1,625,000
2001 1,625,000
2002 1,700,000
3. Purpose. The Bond
construction of the capital impro�
capital improvement budget (the "
the Bonds shall be deposited and
17, for the purpose described by :
Chapter 773, as amended, and any �
to any other purpose permitted by
Improvements, which shall include
Minnesota Statutes, Section 475.6
equal to the amount of the Bonds
proceed with due diligence to c m.
24 4. Interest. The
25 semiannually on March 1 and
26 "Interest Payment Date"), c
27 calculated on the basis of
28 months, at the respective at
29 maturity years as follows.
30
31
32
33
34
35
36
37
38
39
40
41
42
43
Maturitv Year
1998
1999
2000
2001
2002
5.
nuvn-�1i�i v .�
be issued in
maturity, de
immobilized
interests in
their respec
paragraph 6�
346677.2
0
2003
2004
2005
2006
2007
%
te . TJpon their original issuance the Bonds will
h form of a single Global Certificate for each
'ted with the Depository by the Purchaser and
provided in paragraph 6. No beneficial owners of
he Bonds will receive certificates representing
ve interests in the Bonds except as provided in
Except as so provided, during the term of the
2003 $1,775,000
2004 1,850,000
2005 1,950,000
2006 2,050,000
200 2,125,000
shall rovide funds for the
ements in the City's 1997
mprov ments"). The proceeds of
sed s provided in paragraph
aws of Minnesota for 1971,
xc ss moneys shall be devoted
1 w. The total cost of the
11 costs enumerated in
, is estimated to be at least
Work on the Smprovements shall
letion.
onds shall bear interest payable
eptember 1 of each year (each, an
mencing September 1, 1997,
360-day year of twelve 30-day
es per annum set forth opposite the
Maturitv Year Interest Rate
!!
97 �ay�
1 cause the Bonds to be "federally guaranteed" within the meani
2 of Section 149(b) of the federal Internal Revenue Code of 19 ,
3 as amended (the "Code").
4 18. Ta�c Levy; Coverage Test. To provide money for
5 payment of the principal and interest on the Bonds there 's
6 hereby levied upon all of the taxable property in the C' y a
7 direct annual ad valorem t� which sha11 be spread upo the t3x
8 rolls and collected with and as part of other general roperty
9 taxes in the City for the years and in the amounts a follows:
10
11
12
13
14
15
16
17
18
19
20
21
Year of Tax Year of Ta�c
1996`
1997
1998
1999
2000
2001
2002
2003
2004
2005
1997�
1998
1999
2000
2001
2002
2003
2004
2005
2006
$ � �
22 � heretofore levied or provided from
available City funds
23 The tax levies are such t t if collected in full they,
24 together with estimated collections of any other revenues herein
25 pledged for the payment of the Bon s, will produce at least five
26 percent (50) in excess of the amo nt needed to meet when due the
27 principal and interest payments n the Bonds. The tax levies
28 shall be irrepealable so long a any of the Bonds are outstanding
29 and unpaid, provided that the ity reserves the right and power
30 to reduce the levies in the m nner and to the extent permitted by
31 Minnesota Statutes, Section 5.61, Subdivision 3.
32 19. General Obl' ation Pled e. For the prompt and
33 full payment of the princ' al and interest on the Bonds, as the
34 same respectively become ue, the full faith, credit and taxing
35 powers of the City shal be and are hereby irrevocably pledged.
36 If the balance in the F nd (as defined in paragraph 17 hereof) is
37 ever insufficient to p y all principal and interest then due on
38 the Bonds payable the efrom, the deficiency shall be promptly
39 paid out of any othe funds of the City which are available for
40 such purpose, inclu ng the general fund of the City, and such
41 other funds may be eimbursed with or without interest from the
42 Fund when a suffic ent balance is available therein.
346617.2 / 3 6
85 E. SEVENLH PLACE SUITE 100
SAINT PAUL, MN 55101-2143
612-223-3000 RAX:612-223-3002
��
�
March 26, 1997
Mr. Joe Reid, Director
Office of Financiaf Services
City of Saint Paul
240 City Hall
15 West Kellogg Boulevard
Saint Paui, MN 55102
�I�-�Oy
SPRINGSTED
Publu Finante �Idvisors
Re: Recommendations for Award of City of Saint Paul's
$17,500,000 General Obligation Capital improvement Bonds (CIB), Series 1997A
$2,450,000 Generai Obiigation SVeet improvement Special Assessment Bonds,
Series19976
Dear Mr. Reid:
This letter summarizes the results of the competitive bids opened at 10:30 this moming for
these issues.
Purpose of Issues
The purpose of this CIB issue is to provide funding for various qpital improvements as part of
the City's annual Capital Improvement Program, to include partiai funding for the public costs
associated with the Science Museum and the Wabasha Bridge.
The purpose of the Street issue is to fund portions of the City's annual street improvement
program.
Tax-Exempt Interest Rate Market
Since the first of the year, tax-exempt interest rates have moved in a relatively tight band,
varying about 2/10's of 1% over the term: January 2, 1997 the BBI was 5.70%; the low point
was February 20, 1997 when the BBI was 5.56%. March 20, 1997 (the most recent date) the
BBI was 5.78�0. Within the last month, the numbers indicate the market movement has been
up, with most such movement occurting in late February. The marfcet is currenUy looking for
bonds since the suppiy is low, which heiped in this sale.
SALNT PAUL, M:� � MINNEAPOLIS, M4 • BROOKF7EID,K'1 • O`/ERIAND PARK, KS • K'.�3fl.\GTOY, DC • IOWA CCTY, U
City of Saint Paul
lJlarch 26, 1997
Page 2
��_��`�
Sale Resutts
The City received nine bids on the CIB sale. The bids were as foliows:
Rank Bidder
Piper Jaffray
Hutchinson Shockey (Chicago)
Mertiil Lynch (Califomia)
Dain Bosworth
Cronin 8 Co.
First of America (Chicago)
Raymond James (Florida)
Interstate Johnson (Georgia)
William Blair (Chicago)
nc t^ioi
4.9497°!0
4.9950%
4.9988%
4.9994°10
5.0251 %
5.0297%
5.0354%
5.0718%
5.0879%
'fhe lowest bid of 4.9497�o was submitted by Piper Jaffray, with the next lowest bid from
Hutchinson Shockey (Chicago) at 4.9950�0.
The City received five bids on the street issue. The bids were as follows:
Rank Bidder
Piper Jaffray
Cronin & Co
Dain Bosworth
Raymond James
Wil{iam Siair
TIC %
5.2181 %
5.2497%
5.2577%
5.3092%
5.3458%
The lowest bid of 5.2181�o was submitted by Piper Jaffray, with the next lowest bid from
Cronin & Co (Twin Cities) at 5.2497%.
The nine bids received on the CIB issue has only been matched once (nine bids were aiso
received in 1995) by the City since 1985.
The CIB issue received broad national attention with underwriters bidding from Chicago (3),
Califomia (1), Florida (1), and Georgia (1).
We require bidders to submit their bids on a"True Interest Rate" (TIC) basis, so as to reflect
the present vaiue of their bids and thereby ensure the City award based on the lowest cost to
the City. We have enclosed bid tabulation fortns for each issue summarizing the bid specifics
and composition of each underwriting syndicate.
Recommendation
We recommend awards of sale of the CIB issue and the Street issue to Piper Jaffray.
Basis of Recommendation
The interest rates received o� each issue reflect aggressive bidding in today's maefcet and
compare well with the Citys recent historicai experience. Focusing on the 1997 CIB issue with
its TIC of 4.94°k, the City's experience for its CIB issues in 1995 and 1996 respectively of
5.14% and 4.81 �o. Our estimate of the City's interest rate on the CIB issue had the issue sold
in eariy February was 4.92%. We have compared this issue against other issues soid thus far
City of Sairrt Paui
March 26, 1997
Page 3
�� ��°'�
this week and the City has received lower interest rates than these issues. We also monitor
each of the City's issues against a daily national interest rate index, Delphis-Hanover. These
rates are at or siight{y better than the DeiphiaHanaver "AAA"-rated interest rates. Historica{ty,
the Cityls issues sell between the Delphis Hanover ;4A-to-AAA" Ievels, a performance
matched by these issues.
Yesterday, the Federal Reserve took action on short-tertn interest rates. Our analysis shows
that the market had anUcipated this action over the last few weeks and had atready factored in
an adjustment
Credit Rating
The City received three ratings of "Aa2/AA+IAA+^ from Moody's Investors Service, Standard &
Poors and Fitch Investors Service, respectively. The City put together an outstanding rating
presentation for each agency as part of this sate process. Each agency noted numerous
areas of improvement. We would be pleased to respond to the comments of the rating
agencies resulting from this process.
We are again appreciative of the opportunity to be of service to the City. We welcome any
questions or comments on this report.
Respectfully,
�1�a.���11��
David N. MacGillivray /
Principal
Director of Project Management
/dmf
Enclosures
� �����
O
�
N �
v .f
S N
U
d �
c� 9
� �
W
c �
c �.
� ^
m a r
G !n �
« d l0
�a�
w : `o
`o n Y
�. E �
UU�
Z ��
rSrng awm
ng�� ia -ccv�ri�riuivivi
�o� �
N v L
p � �
(7 N �� Q - - . . �
����
000a�000eaoe�aoao�
o �
1� NtqtOl� tOmO��Ni9QQ iOtp
� Q O a C '[7 7 Y C Q Y Q 1A tn In 1N iA tn tn 1n In ln
' y
U � N .� _ . .
� � � � � Q - - . . . ._ _
� � �
N
_
y o o�� O o o O � o O O o o p�
C ln O O O O Q 2!n tn 1n O tn
NQ �onm$ZZ�NmQQ�R
8 U N Q U Q R R 7'ci ? C tn 1tj 1N tn In 1tj
W O C�p7 `
i o' � � a �
c�c�v3��¢ .- .
vfZ�'
�
�
N - o 0 0� o o � o 0 0 o e
1 n O O p O O CL O O p N O
I f� N Q in tD I� Z oJ m O O �
���� a � t0 C? V Q? et Q In iA tn
� � �� ¢ �
N < 7 � Q �
I� C O Q a�i
c>��m� �¢
m ¢
a
�
o , o a000000000 0 �eo .00
�n N ln1n�(LCL � CLQ¢CC O N O�ZZ
� N m�� n Z Z 2 2 2 Z Z Z??��n
rn$ c _ vvvv �n�niciuivi
I �rj !� � Q d
N � tp �
i •YOQ�i
c� ^ yi � ,� j ¢
O
8
� z y + a� a� a� a� a� a� a� a� a� a� a� a�
nQ y 1A C �21ini1� tfi OC C C OO
Of N_ CQ p - �t0 CJ CtptD f�0� 0+00 N
�1 N 7 O+ 0� '7 C'7 C C C'7 1n 1n tti i0
� m � � � �� � � �� � ��
�y� C�c�U 2e2eJeDe2e2e2e2e2e I i
000000u>�noo
mmc��onnwoo
Sy�G eva.;v<ev,riui � t
r
N
t�a1 rn cV c7vtn hm rn0� Mv tn tDt�
� ����88888�888bbbbs'
Y N N N N N N N N N N(� N N N N N N
��
8i E. SEVEN7'H PLACE, S[iITE 100
SAINTPAttL,btN Si101-2ta3
6t2-223-3000 F.SX:612-2233002
��-�°`�
SPRINGSTED
Public Fvrmice Adviso�s
/
$17,500,000
CITY OF SAIlVT PAUL, MINNESOTA
GENERAL OBLIGATION CAPTTAL Il4IPROVEMEIVT BONDS, SERIES 1997A
(BOOK ENTRY ONLI�
A�'�� PIPER JAFFRAY INC.
NORWEST INVESTMENT SERVICES, INC.
FBS INVESTMENT SERVICES, INC.
MII�LER & SCHROEDER FINANCIAL, INC.
AND ASSOCIATES
SALE:
Moody's Rating: Aa2
Standazd & Poor's Rating: AA+
Fitch's Rating: AA+
Interest Net Interest True Interest
Bidder Rates Price oM Rate
PIPER JAFFRAY INC.
NORWEST INVESTMENT SERVICES, INC.
FBS INVESTMENT SERVICES, INC.
MILLER & SCHROEDER FINANCIAL, INC.
Iohn G. Kinnazd & Company
Incorporated
Juran & Moody, a division of Miller,
Johnson & Kuehn,Inc.
The GMS Group
Dougherty Dawkins, Inc.
Peterson Financial Corporation
March 26, 1997
3.85%
4.30 %
4.40 %
4.50 %
4.60%
4.70 %
4.75 �
4.85 %
5.00 %
1998
1999
2000
2001
2002
2003
2004
2005
2006-2007
$17,354,238.25 $5,008,885.71 4.94975'0
HUTCHINSON, SHOCKEY, ERLEY & 4.50% 1998 $17,408,826.50 $5,06Q258.92
COMPANY 4.75% 1999-2003
MORGAN KEEGAN & CO., INC. 4.80% 2004
Mesirow Financial Inc. 4.90% 2005
5.00% 2006
5.10% 2007
SAM7 PAUL. MN � M[NNE1PpLIS, MN � BROOKF[ELD, Wi � OVERLAND PARK. K$ � WqSHINGTON. DC � lOWA CITY, IA
C�S+I.�iT'fi
(Contmuzd)
Interest Net Interest True Interest
Bidder Rates
� r^ Rate
MERRILL LYNCH & CO.
Securities Corporation of Iowa
DAIN BOSWORTH INCORPORATED
PRUDENTIAL SECURITIES, INC.
ABN AMRO SECURITIES (USA) INC.
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
OPPENHEIMER & CO., INC.
PAINEWEBBERINCORPORATED
DEAN WIT`I'ER REYNOLDS
INCORPORATED
CRONIN & COMPANY, INCORPORATED
SMITH BARNEY
FIRST OF AMERICA SECURITIES
RAYMOND JAMES & ASSOCIATES
INTERSTATE/JOHNSON LANE CORP,
4.009 1998
4.50� 1999-2001
4.6090 2002
4.70`7 2003
4.80 % 2004
5.00% 2005-2007
4.50% 1998-2000
4.60% 2001
4.70 % 2002
5.00% 2003-2007
3.95 %
4.30 %
4.50 %
4.60 %
4.65 %
4.75 %
4.85 %
4.90 %
5.00 %
1998
1999
2000
2001
2002
2003
2004
2005
2006-2007
4.00�
430%
4.45 %
4.60 %
4.70%
4.80 %
4.90%
5.00 %
1998
1999
2000
2001
2002
2003
2004
2005-2007
4.00 % 1998
4.375 % 1999
4.75 % 2000
4.80% 2001
5.00 % 2002-2006
5.10% 2007
4.75 % 1998-2002
4.85 % 2003
4.90 % 2004
5.00 % 2005
5.10% 2006
5.125 � 2007
517,348,556.25
$17,415,525.50
$17,327,250.75
$17,347,955.50
$17,436,619.50
$17,398,150.00
55,056,214.58
�5,067,368.25
$5,078,182.58
$5,087,003.88
$5,107,284.15
$5,136,369.27
4.9988 9
4.9994 7
5.025190
5.0297 9
5.0354 �7
5.0718 9
(Continued)
Interest Net Interest True Interest
&idder Ratec Pri P (' t Rate
WILLIAM BLAIR & COMPANY
ROBERT W. BAIRD & COMPANY,
INCORPORATED
3.80 %
4.35 %
4.55 %
4.65 �
4.7590
4.80%
4.90 %
5.00 %
5.10%
�1� �� `�y
REOFFERING SCHEDULE OF THE PURCHASER
Rate
Yeaz
NRO
Paz
4.45 %
4.55 %
4.65 %
4.75 %
4.80%
4.90 %
Paz
5.10%
P '
3.85 %
4.30%
4.40%
4.50 %
4.60 %
4.70 %
4.75 %
4.85 %
5.00 %
5.00%
1998
1999
2000
2001
2002
2003
2004
2005-2006
2007
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
$17,325,162.00 $5,141,816.13 5.0879 9
BBI: 5.78 %
Average Maturity: 5.80 Yeazs
��
85 E. SEVENTH PLACE, SUITE 100
SAINTPAUL,AfN 5>'101-2143
612-223-3000 F.4X: 612-223-3002
(BOOK ENTRY ONLI�
SPRINGSTED
Pu6Bc Fmmue Advtsors
�
$2,450,000
AK'�� PIPER JAFFRAY INC.
NORWEST INVESTI��NT SERVICES, INC.
FBS INVESTII�NT SERVICES, INC.
MII,LER & SCHROEDER FINANCIAL, INC.
AND ASSOCIATES
SALE:
4.30 %
4.45 %
4.55 %
4.65%
4.75 %
4.80%
4.90%
5.00 %
5.10%
5.20%
Interest Net Interest True Interest
$idder Ra[ Price o Rate
PIPER JAFFRAY INC.
NORWEST INVESTMENT SERVICES, INC.
FBS INVESTMENT SERVICES, INC.
MILLER & SCHROEDER FINANCIAL, INC.
John G. Kinnazd & Company
Incorporated
Juran & Moody, a division of Miller,
Johnson & Kuehn,inc.
The GMS Group
Dougherry Dawkins, Inc.
Peterson Financial Corporauon
CRONIN & COMPANY, INCORPORATED
SMITH BARNEY
CiTY OF SAIlVT PAUL, hfINNESOTA
GENERAL OBLIGATION STREET IlIIPROVEbSENT SPECIAL ASSESSMENT BONDS, SERIES 1997B
SAIIYT PAUL. MN � MMNEAPOLIS. MN
4.00 %
430%
4.50%
4.60%
4.65 %
4.75 %
4.85 %
4.90 �
5.00 %
5.15 %
5.25 %
Mazch 26, 1997
1998-1999
2000
2001
2002
2003
2004
2005
2006-2007
2008
2009
1998
1999
2000
2001
2002
2003
2004
2005
2006-2007
2008
2009
$2,425,667.50
$2,425,735.50
�����
Moody's Rating: Aa2
Standard & Poor's Rating: AA+
Fitch's Rating: AA+
$1,018,172.08
$1,024,780.13
BROOKFIELD, WI � OVERLAND PARK, K$ � WASHINGTON, DC � IOWA CITY, IA
5.2181�/
5.24979
(Continued)
Interest Net Interest True Interest
Bidder Rates Price C'� a[e
DAIN BOSWORTH INCORPORqTED
PRUDENTIAL SECURITIES, INC.
ABN AMRO SECURITIES (USA) INC.
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
OPPENHEIMER & CO., INC.
PAINEWEBBERINCORPORATED
DEAN WITTER REYNOLDS
INCORPORATED
RAYMOND JAMES & ASSOCIATES
WILLIAM BLAIR & COMPANY
ROBERT W. BAIRD & COMPANY,
INCORPORATED
4.50 %
4.60%
4.70%
4.80 %
4.909
5.00 °lo
5.109
5.25 %
4.00%
430%
4.60 %
4.75 %
4.80 %
4.90 %
5.00 %
5.10 %
5.20 %
5.25 %
5.30 %
3.80%
4.35 %
4.55 %
4.65 %
4.75 %
4.85 %
4.90 %
5.00 %
5.10%
5.20 %
5.25 %
5.35 %
1998-2000
2001
2002
2003
2004
2005-2006
2007-2008
2009
1998
1999
2000
2001
2002
2003
2004
2005-2006
2007
2008
2009
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
$2,428,288.00
$2,428,941.75
$2.425,512.75
REOFFERING SCHEDULE OF THE PURCHASER
�
430%
430%
4.45 %
4.55 %
4.65 %
4.75 %
4.80 %
4.90%
5.00 %
5.00%
5.10%
5.20 %
�
1998
1999
2000
2001
2002
2003
2004
20p5
2006
2007
2008
2009
�
NRO
Paz
Paz
Paz
Paz
Par
Paz
Paz
Paz
5.10%
S.IS%
5.25 %
51,026,435.96
$1,037,070.75
$1,043,820.58
5.2577 �7
5.3092 %
5.3458 %
BBI: 5.78%
Average Marurity: 8.00 Years
zo'd �eial
s
�
I
�
i4
�
�
�
�
�
�
��
`1YJ
�
�
�
�
�
�, �
�' �
� .•
^
�
�
�
�
�
�
.�
�
.�
. �.y
�
�
O
u
�
�
�
�
�
'
vJ
Q
. T
� � �
�
� (^ �
'1 �1 �
�1�-��`1
•ic�c� ?&� = a, - .�8 $., b:��� c o`:u bi � $�O
M'J RLY �0 ^ �OM V .Yt��� q�y � �Sm ~ NrapO�� ��� �
CV4`y V�O� AAY�F�09Y �V10�� 6 O��y�s,J `�'a 9 C'�'
�a3 >� ro�� a e.?� $� aQn e.� �2e ay
y n �'� a v o a5 0•' „ c
�•� _ 'u 3 �..� .�, v. o� e 'c rn . a ` e � V 4 t a ��. u s e n � 'u
�C�� }��O ri��.�. 4 �vs�V YYC�� G.Y'��p4MV � p%
O � .K � d s � �C Q ��� L O JI 9
�` s' �°u?4.fl_�Y�uu L'V c �vi L'w` ° � L
�>°cBR�' � p ��• »9ra� �96 �. ;°° �..�� ,�� �._�� ��_ ��
�y-°^O;�`CC,tiq3o��.�e�� a?���u�rn``Fp y � ? ��0� 9 �?� ; ��a� w _
E£y�u 9 +�"' �^ 3�o a�.�rnrob.9«$ 7 E'o � ._ a ° ..`..�. - �c ° Mc
�ouv�`eL�.°�a��.�3oW£�y��F`f��ir$a°ni���a �3'ee3s�oo o���o�Y`�,t
��`� BC�, �.. ocm a-.-}�aiu "°m � � Ba a n -'b = � ,a �
� e?mF { r ? `` � SoC�cb' { J i 5omu3�a�aQ�_>.2vu'��� 1�3T7oT,�.�"a ^�°y°`
i s � + { j � c '��DA c I"�NC � .:3FG }j 9�inu>t�Qm.� `'u a
`�VIGi� �rVILa� Di.Jj�Y•V�Il
Op � Y p0 N
� � C jC
Y �C.� JCp�
� y
Xi � � n Y p
e -3 ��
e a� g•-�
s �
� yt��
n � [$� 8Q
3 '��''`9��
., n
o v p e p r ��
� J il �6�'�
V
H � � p ~
�' �
oroF1"�+°. �
e3 x� 8�
,s�$�
a ��
� Y . �`
y j y
���,
S 9 �
a g
.�. u
� V r ' d
r :�
� y � ^ �
� �w d
'a �r�. �
�
=��a��3
sai �a � �
e am.3
f � �
�
=p:: a�a" '^�'�";
O h O
� a9 e M L�i6
= O O Op4�
+� JrJ' �.0�� ��
S�° '9 $ " 5 o�v J`
��'� �,^$9 a@.xY'
.B o }j & . °° p � > ` : �'C '
�`. ,
��o�� C �•6 s
e1 G� �p « f! a �3� ysN �
a��w BY�. Sy d uN� C'] �
x7x oa•�.. B °
x._s °
> a��;g��
'o � '..°«�.� �w �ia$
°����.�
Q
�����a
J
���� �"
,�,� '� g.� �
� �� ���
� ���
a ` i+�'9
8 y 3 ?+
�._:
�
R � �.
a �i,
x ��.�
�+ %'.t�
.q a � w w
� €�'^'
=
�°���
� `�
a8 5_
e$ a'e� ,c 3�s' g�' ��i�" �5 �
b'� �= e� � x���= ��s
�oaa„�,3 a•" u �`�� °^r
�?3a��"3:L"�� �A$Q;�„o=p�'�
+ur'°�gaY.� u � G�:�p
o'O+y���� u�g o�a. �
� o o �� C0. � a p a� �.���7 ^$
�._ a��O�it 03 �c� 8
�8 � � a `+� V P�a
. il
3°`tL �= ` �L�ga��s`�° g 5 C �9 ` ; ou
�<O T9 ����f/l L ? J�'y q���f.�j' C
4 �!'�C�nO Y�T� ��^��y ��
� � �-�, E ,� F P � (� - (� �'3 y �, 3 (, Council File # �
�-a..,i� �
1 — t ��
i � � l � � � `a � � _ � � 3 � a c l 9.'1 Green Shee[ � �� / �`(/
PAUL, MINNESOTA
Preserned By
Referred To
Committee: Date
ao
1
2
3
4
5
ACCEPTING PROPOSAL ON SALE OF
$17,500,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 1997A,
PROVIDING FOR THEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
6 WHEREAS, the Director, Office of Financial Services,
7 has presented proposals received for the sale of $17,500,000
8 General Obligation Capital Improvement Bonds, Series 1997A (the
9 "Bonds"), of the City of Saint Paul, Minnesota (the "City"); and
10 WHEREAS, the proposals set forth on Exhibit A attached
il hereto were received pursuant to the Terms of Proposal at the
12 offices of Springsted Incorporated at 10:30 A.M., Central Time,
13 this same day; and
14 WHEREAS, the Director, Office of Financial Services,
15 has advis� �h,�s Coun�l that the proposal of
16 �,`p�/` a. �i-c�.�i , n c� was found to be the most
17 ad antageous an has recommended that said proposal be accepted;
18 and
19 WHEREAS, the proceeds of the Bonds will finance certain
20 capital improvements, for which the City is proceeding pursuant
21 to its Charter and Laws of Minnesota for 1971, Chapter 773, as
22 amended, with any excess to be used for any other purpose
23 permitted by law; and
346617.2
g� �d�
1 WHEREAS, the City has heretofore issued registered
2 obligations in certificated form, and incurs substantial costs
3 associated with their printing and issuance, and substantial
4 continuing transaction costs relating to their payment, transfer
5 and exchange; and
6 WHEREAS, the City has determined that significant
7 savings in transaction costs will result from issuing bonds in
8 "global book-entry form", by which bonds are issued in
9 certificated form in large denominations, registered on the books
10 of the City in the name of a depository or its nominee, and held
11 in safekeeping and immobilized by such depository, and such
12 depository as part of the computerized national securities
13 clearance and settlement system (the "National System") registers
14 transfers of ownership interests in the bonds by making
15 computerized book entries on its own books and distributes
16 payments on the bonds to its Participants shown on its books as
17 the owners of such interests; and such Participants and other
18 banks, brokers and dealers participating in the National System
19 will do likewise (not as agents of the City) if not the
20 beneficial owners of the bonds; and
21 WHEREAS, "Participants" means those financial insti-
22 tutions for whom the Depository effects book-entry transfers and
23 pledges of securities deposited and immobilized with the
24 Depository; and
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
WHEREAS, The Depository Trust Company, a limited
purpose trust company organized under the laws of the State of
New York, or any of its successors or successors to its functions
hereunder (the "Depository"), will act as such depository with
respect to the Bonds except as set forth below, and the City has
heretofore delivered a letter of representations (the "Letter of
Representations") setting forth various matters relating to the
Depository and its role with respect to the Bonds; and
WHEREAS, the City will deliver the Bonds in the form of
one certificate per maturity, each representing the entire
principal amount of the Bonds due on a particular maturity
(each a"Global Certificate"), which single certificate per
maturity may be transferred on the City's bond register as
required by the Uniform Commercial Code, but not exchanged
smaller denominations unless the City determines to issue
Replacement Bonds as provided below; and
Deposito
book-entr
exchanged
registere
date
for
wHEREAS, the City will be able to replace the
ry or under certain circumstances to abandon the "global
y form" by permitting the Global Certificates to be
for smaller denominations typical of ordinary bonds
d on the City's bond register; and "Replacement Bonds"
346677.2
9 � 30�
F�
means the certificates representing the Bonds so authenticated
and delivered by the Bond Registrar pursuant to paragraphs 6 and
12 hereof; and
4 WHEREAS, "Holder" as used herein means the person in
5 whose name a Bond is registered on the registration books of the
6 City maintained by the registrar appointed as provided in
7 paragraph 8(the "BOnd Registrar"); and
8 WHEREAS, Rule 15c2-12 of the Securities and Exchange
9 Commission prohibits "participating underwriters" from purchasing
10 or selling the Bonds unless the City undertakes to provide
11 certain continuing disclosure with respect to the Bonds; and
12
13
14
15
16
17
18
WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds if the City retains an independent financial advisor
and determines to sell the Bonds by private negotiation, and the
City has instead authorized a competitive sale without
publication of notice thereof as a form of private negotiation;
and
19 WHEREAS, proposals for the Bonds have been solicited by
20 Springsted Incorporated pursuant to an Official Statement and
21 Terms of Proposal therein:
22
23
24
25
26
27
aa
29
30
31
32
33
34
35
36
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
1. Acceptance of Pro�osal. The proposal of Piper
Jaffray, Inc. (the "Purchaser"), to purchase $17,500,000 General
Obligation Capital Improvement Bonds, Series 1997A, of the City
(the "Bonds", or individually a"BOnd"), in accordanCe with the
Tenns of Proposal for the bond sale, at the rates of interest set
forth hereinafter, and to pay for the Bonds the sum of
$17,354,238.25, plus interest accrued to settlement, is hereby
found, determined and declared to be the most favorable proposal
received and is hereby accepted, and the Bonds are hereby awarded
to the Purahaser. The Director, Office of Financial Services, or
his designee, is directed to retain the deposit of the Purchaser
and to forthwith return to the others making proposals their good
faith checks or drafts.
37 2. Title: OriQinal Issue Date: Denominations;
38 Maturities. The Bonds shall be titled "General Obligation
39 Capital Improvement Bonds, Series 1997A", shall be dated April 1,
40 1997, as the date of original issue and shall be issued forthwith
41 on or a£ter such date as £ully registered bonds. The Bonds shall
42 be numbered from R-1 upward. Global Certificates shall each be
43 in the denomination of the entire principal amount maturing on a
346617.2 3
9 �.3oy
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
single date, or, if a portion of said principal amount is
prepaid, said principal amount less the prepayment. Replacement
Bonds, if issued as provided in paragraph 6, shall be in the
denominaCion of $5,000 each or in any integral multiple thereof
of a single maturity. The Bonds shall mature on March 1 in the
years and amounts as follows:
Year
1998
1999
2000
2001
2002
Amount
$1,375,000
1,425,000
1,625,000
1,625,000
1,700,000
Year
2003
2004
2005
2006
2007
Amount
$1,775,��0
1,850,000
1,950,000
2,050,000
2,125,000
3. Pux The Bonds shall provide funds for the
construction of the capital improvements in the City's 1997
capital improvement budget (the "Improvements"). The proceeds of
the Bonds shall be deposited and used as provided in paragraph
17, for the purpose described by Laws of Minnesota for 1971,
Chapter 773, as amended, and any excess moneys shall be devoted
to any other purpose permitted by law. The total cost of the
Improvements, which shall include all costs enumerated in
Minnesota Statutes, Section 475.65, is estimated to be at least
equal to the amount of the Bonds. Work on the Improvements shall
proceed with due diligence to completion.
24 4. Interest. The Bonds shall bear interest payable
25 semiannually on March 1 and September 1 of each year (each, an
26 "Interest Payment Date"), commencing September 1, 1997,
27 calculated on the basis of a 360-day year of twelve 30-day
28 months, at the respective rates per annum set forth opposite the
29 maturity years as follows:
30 Maturitv Year Interest Rate
31 1998 3.85%
32 1999 4.34
33 2000 4.40
34 2001 4.50
35 2002 4.60
36
37
38
39
40
41
42
43
Maturity Year Interest Rate
2003
2004
2005
2006
2007
4.70
4.75
4.85
5.00
5.00
5. Description of the Global Certificates and Global
Book-Entrv System. Upon their original issuance the Bonds will
be issued in the form of a single Global Certificate for each
maturity, deposited with the Depository by the Purchaser and
immobilized as provided in paragraph 6. No beneficial owners of
interests in the Bonds will receive certificates
their respective interests in the Bonds except a
paragraph 6. Except as so provided, during the
representing
s provided in
term of the
346617.2
q����
1
2
3
r�
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
Bonds, beneficial ownership (and subsequent transfers of
beneficial ownership) of interests in the Global Certificates
will be reflected by book entries made on the records of the
Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's
book entries of beneficial ownership interests are authorized to
be in increments of $5,000 of principal of the Bonds, but not
smaller increments, despite the larger authorized denominations
of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the
Bond Registrar as paying agent, and in turn by the Bond Registrar
to the Depository or its nominee as registered owner of the
Global Certificates, and the Depository according to the laws and
rules governing it will receive and forward payments on behalf of
the beneficial owners of the Global Certificates.
Payment of principal of, premium, if any, and interest on a
Global Certificate may in the City's discretion be made by such
other method of transferring funds as may be requested by the
Holder of a Global Certificate.
6. Immobilization of Global Certificates by the
Debositorv• Successor Depository; Replacement Bonds. Pursuant to
the request of the Purchaser to the Depository, which request is
required by the Terms of Proposal, immediately upon the original
delivery of the Bonds the Purchaser will deposit the Global
Certificates representing all of the Bonds with the Depository.
The Global Certificates shall be in typewritten form or otherwise
as acceptable to the Depository, shall be registered in the name
of the Depository or its nominee and shall be held immobilized
from circulation at the offices of the Depository on behalf of
the Purchaser and subsequent bondowners. The Depository or its
nominee will be the sole holder of record of the Global
Certificates and no investor or other party purchasing, selling
or otherwise transferring ownership of interests in any Bond is
to receive, hold or deliver any bond certificates so long as the
Depository holds the Global Certificates immobilized from
circulation, except as provided below in this paragraph and in
paragraph 12.
Certificates evidencing the Bonds may not after their
original delivery be transferred or exchanged except:
40
41
42
43
44
45
346677.2
(i) Upon registration of transfer of ownership of a
Global Certificate, as provided in paragraph 12,
(ii) To any successor of the Depository (or its
nominee) or any substitute depository (a "substitute
depository") designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the Depository
5
q� ��
1 or any substitute depository must be both a"clearing
2 corporation" as defined in the Minnesota Uniform Commercial
3 Code at Minnesota Statutes, Section 336.8-102, and a
4 qualified and registered "clearing agency" as provided in
5 Section 17A of the Securities Exchange Act of 1934, as
6 amended,
7 (iii) To a substitute depository designated by and
8 acceptable to the City upon (a) the determination by the
9 Depository that the Bonds shall no longer be eligible for
10 its depository services or (b) a determination by the City
11 that the Depository is no longer able to carry out its
12 functions, provided that any substitute depository must be
13 quali£ied to act as such, as provided in clause (ii) of this
14 subparagraph, or
15 (iv) To those persons to whom transfer is requested
16 in written transfer instructions in the event that:
17 (a) the Depository shall resign or discontinue
18 its services for the Bonds and the City is unable to
19 locate a substitute depository within two (2) months
20 following the resignation or determination of non-
21 eligibility, or
22 (b) upon a determination by the City in its sole
23 discretion that (1) the continuation of the book-entry
24 system described herein, which precludes the issuance
25 of certificates (other than Global Certificates) to any
26 Holder other than the Depository (or its nominee),
27 might adversely affect the interest of the beneficial
28 owners of the Bonds, or (2) that it is in the best
29 interest of the beneficial owners of the Bonds that
30 they be able to obtain certificated bonds,
31 in either of which events the City shall notify Holders of
32 its determination and of the availability of certiPicates
33 (the ��Replacement Bonds'�) to Holders requesting the same and
34 the registration, transfer and exchange o£ such Bonds will
35 be conducted as provided in paragraphs 9B and 12 hereof.
36 In the event of a succession of the Depository as may
37 be authorized by this paragraph, the Bond Registrar upon
38 presentation of Global Certificates shall register their transfer
39 to the substitute or successor depository, and the substitute or
40 successor depository shall be treated as the Depository for all
41 purposes and functions under this resolution. The Letter of
42 Representations shall not apply to a substitute or successor
43 depository unless the City and the substitute or successor
44 depository so agree, and a similar agreement may be entered into.
346617.2 6
q� ���
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
7. Redemption.
{a) Optional Redemption; Due Date. All Sonds maturing
after Marah 1, 2005, shall be subject to redemption and
prepayment at the option of the City on such date and on any day
thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part o£ the Bonds subject to prepayment.
If redemption is in part, those Bonds remaining unpaid may be
prepaid in such order of maturity and in such amount per maturity
as the City shall determine; and if only part of the Bonds having
a common maturity date are called for prepayment, the Global
Certi£icates may be prepaid in $5,000 increments of principal
and, if applicable, the specific Replacement Bonds to be prepaid
shall be chosen by lot by the Bond Registrar. Bonds or portions
thereof called for redemption sha11 be due and payable on the
redemption date, and interest thereon shall cease to accrue from
and after the redemption date.
17 (b) Notation on Global Certificate. Upon a reduction in
18 the aggregate principal amount of a Global Certificate, the
19 Holder may make a notation of such redemption on the panel
20 provided on the Global Certificate stating the amount so
21 redeemed, or may return the Global Certificate to the Bond
22 Registrar in exchange for a new Global Certificate authenticated
23 by the Bond Registrar, in proper principal amount. Such
24 notation, if made by the Holder, shall be for reference only, and
25 may not be relied upon by any other person as being in any way
26 determinative of the principal amount of such Global Certificate
27 outstanding, unless the Bond Registrar has signed the appropriate
28 column of the panel.
29 (c) Selection of Replacement Bonds. To effect a partial
30 redemption of Replacement Bonds having a common maturity date,
31 the Bond Registrar prior to giving notice of redemption shall
32 assign to each Replacement Bond having a common maturity date a
33 distinctive number for each $5,000 of the principal amount of
34 such Replacement Bond. The Bond Registrar shall then select by
35 lot, using such method of selection as it shall deem proper in
36 its discretion, from the numbers so assigned to such Replacement
37 Bonds, as many numbers as, at $5,000 for each number, shall equal
38 the principal amount of such Replaoement Bonds to be redeemed.
39 The Replacement Bonds to be redeemed shall be the Replacement
40 Bonds to which were assigned numbers so selected; provided,
41 however, that only so much of the principal amount of each such
42 Replacement Bond of a denomination of more than $5,000 shall be
43 redeemed as shall equal $5,000 for each number assigned to it and
44 so selected.
45 (d7 Partial Redemt�tion of Rez�lacement Bonds. I£ a
46 Replacement Bond is to be redeemed only in part, it shall be
346617.2 7
��-���
1
2
� �
9
10
il
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
RYa
surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the City and Bond Registrar duly executed by the
Holder thereof or his, her or its attorney duly authorized in
writing) and the City shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Replacement Bond, without service charge, a new Replacement Bond
or Bonds of the same series having the same stated maturity and
interest rate and of any authorized denomination or
denominations, as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed
portion of the principal of the Bond so surrendered.
(e) Recxuest for Redemption. The Bond Registrar shall call
Bonds for redemption and payment as herein provided upon receipt
by the Bond Registrar at least forty-five (45) days prior to the
redemption date of a request of the City, in written form if the
Bond Registrar is other than a City officer. Such request shall
specify the principal amount of Bonds to be called for redemption
and the redemption date.
(f) Notice. Mailed notice of redemption shall be given
the paying agent (if other than a City officer) and to each
affected Holder. If and when the City shall call any of the
Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the
of the City of its intention to redeem and pay such Bonds at
office of the Bond Registrar. Notice of redemption shall be
to
name
the
given by first class mail, postage prepaid, mailed not less than
thirty (30) days prior to the redemption date, to each Holder of
Bonds to be redeemed, at the address appearing in the Bond
Register. Al1 notices of redemption shall state:
(i) The redemption date;
(ii) The redemption price;
33 (iii) If less than all outstanding Bonds are to be
34 redeemed, the identification (and, in the case of partial
35 redemption, the respective principal amounts) of the Bonds
36 to be redeemed;
37 (iv) That on the redemption date, the redemption price
38 will become due and payable upon each such Bond, and that
39 interest thereon shall cease to accrue from and after said
40 date; and
41
42
43
(v) The place where such Bonds are to be surrendered
for payment of the redemption price (which shall be the
office of the Bond Registrar).
346677.2
�����
1
2
3
4
5
6
7
8
9
10
il
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
(g) Notice to Depositorv. Notices to The Depository Trust
Company or its nominee shall contain the CUSIP numbers of the
Bonds. If there are any Holders of the Bonds other than the
Depository or its nominee, the Bond Registrar shall use its best
efforts to deliver any such notice to the Depository on the
business day next preceding the date of mailing of such notice to
all other Holders.
8. Bond Reaistrar. First Trust National Association,
in Saint Paul, Minnesota, is appointed to act as bond registrar
and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond
Registrar is duly appointed, all pursuant to any contract the
City and Bond Registrar shall execute which is consistent
herewith. A successor Bond Registrar shall be an officer of the
City or a bank or trust company eligible for designation as bond
registrar pursuant to Minnesota Statutes, Chapter 475, and may be
appointed pursuant to any contract the City and such successor
Bond Registrar shall execute which is consistent herewith. The
Bond Registrar shall also serve as paying agent unless and until
a successor paying agent is duly appointed. Principal and
interest on the Bonds shall be paid to the Holders (or record
holders) of the Bonds in the manner set forth in the forms of
Bond and paragraph 14 of this resolution.
9. Forms of Bond. The Bonds shall be in the form of
Global Certificates unless and until Replacement Bonds are made
available as provided in paragraph 6. Each form o£ bond may
contain such additional or di£ferent terms and provisions as to
the form of payment, record date, notices and other matters as
are consistent with the Letter of Representations and approved by
the City Attorney.
31 A. Global Certificates. The Global Certificates,
32 together with the Certificate of Registration, the Register of
33 Partial Payments, the form of Assignment and the registration
34 information thereon, shall be in substantially the following form
35 and may be typewritten rather than printed:
346617.2 9
�� ���
1
2
3
4
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
m
GENERAI, OBLIGATION CAPITAL, IMPROVEMENT
BOND, SERIES 1997A
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE
March 1,
REGISTERED OWNER:
PRINCIPAL AMOUNT:
$
CUSIP
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of
5aint Paul, Ramsey County, Minnesota (the "ISSUer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate
of registration below, or registered assigns, in the manner
hereinafter set forth, the principal amount specified above, on
the maturity date specified above, unless called for earlier
redemption, and to pay interest thereon semiannually on March 1
and September 1 of each year (each, an "Interest Payment Date"),
commencing September 1, 1997, at the rate per annum specified
above (calculated on the basis of a 360-day year of twelve 30-day
months) until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest
has been paid, from the date of original issue hereof. The
principal of and premium, if any, on this Bond are payable in
same-day funds by 2:30 p.m., Eastern time, upon presentation and
surrender hereof at the principal office of
in , Minnesota (the "Bond Registrar"}, acting as
paying agent, or any successor paying agent duly appointed by the
Issuer; provided, however, that upon a partial redemption of this
Bond which results in the stated amount hereof being reduced, the
Holder may in its discretion be paid without presentation of this
Bond, which payment shall be received no later than 2:30 p.m.,
Eastern time, and may make a notation on the panel provided
herein of such redemption, stating the amount so redeemed, or may
return the Bond to the Bond Registrar in exchange for a new Bond
in the proper principal amount. Such notation, if made by the
Holder, shall be for reference only, and may not be relied upon
April 1, 1997
346697.2 1 0
q� ��
1
2
3
4
5
6
7
8
9
10
li
12
13
14
15
16
17
18
19
20
21
22
23
24
by any other person as being in any way determinative of the
principal amount of this Bond outstanding, unless the Bond
Registrar has signed the appropriate column of the panel.
Interest on this Bond will be paid on each Interest Payment Date
in same-day funds by 2:30 p.m., Eastern time, to the person in
whose name this Bond is registered (the "Holder" or "Bondholder��)
on the registration books of the Issuer maintained by the Bond
Registrar and at the address appearing thereon at the close of
business on the fifteenth day of the calendar month preceding
such Interest Payment Date (the "Regular Record Date"). Interest
payments shall be received by the Holder no later than 2:3� p.m.,
Eastern time; and principal and premium payments shall be
received by the FIolder no later than 2_30 p.m_, Eastern time, if
the Bond is surrendered £or payment enough in advance to permit
payment to be made by such time. Any interest not so timely paid
shall cease to be payable to the person who is the Holder hereof
as of the Regular Record Date, and shall be payable to the person
who is the Holder hereof at the close of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice
of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of
and premium, if any, and interest on this Bond are payable in
lawful money of the United States of America.
25 Date of Pavment Not Business Dav. If the date for
26 payment of the principal of, premium, if any, or interest on this
27 Bond shall be a Saturday, Sunday, legal holiday or a day on which
28 banking institutions in the City of New York, New York, or the
29 city where the principal office of the Bond Registrar is located
30 are authorized by law or executive order to close, then the date
31 for such payment shall be the next succeeding day which is not a
32 Saturday, Sunday, legal holiday or a day on which such banking
33 institutions are authorized to close, and payment on such date
34 shall have the same force' and effect as if made on the nominal
35 date of payment.
36 Redemption. All Bonds of this issue (the "BOnds")
37 maturing after March l, 2005, are subject to redemption and
38 prepayment at the option of the Issuer on such date and on any
39 day thereafter at a price of par plus accrued interest.
40 Redemption may be in whole or in part of the Bonds subject to
41 prepayment. If redemption is in part, those Bonds remaining
42 unpaid may be prepaid in such order of maturity and in such
43 amount per maturity as the City shall determine; and if only part
44 of the Bonds having a common maturity date are called for
45 prepayment, this Bond may be prepaid in $5,000 increments of
46 principal. Bonds or portions thereof called for redemption shall
47 be due and payable on the redemption date, and interest thereon
48 shall cease to accrue from and after the redemption date.
346617.2 1 1
�� 3 ��
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
al
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
Notice of Itedemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereof will
be given by first class mail mailed not less than thirty (30)
days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds shall be used.
12eplacement or Notation of Bonds after Partial
Redemotion. Upon a partial redemption of this Bond which results
in the stated amount hereof being reduced, the Holder may in its
discretion make a notation on the panel provided herein of such
redemption, stating the amount so redeemed. Such notation, if
made by the Holder, shall be for reference only, and may not be
relied upon by any other person as being in any way determinative
of the principal amount of the Bond outstanding, unless the Bond
Registrar has signed the appropriate column of the panel.
Otherwise, the Holder may surrender this Bond to the Bond
Registrar (with, if the Issuer or Bond Registrar so requires, a
written instrument of transfer in form satisfactory to the Issuer
and Bond Registrar duly executed by the Holder thereof or his,
her or its attorney duly authorized in writing) and the Issuer
shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of such Bond, without
service charge, a new Bond of the same series having the same
stated maturity and interest rate and of the authorized
denomination in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
Issuance; Purnose; General Oblicration. This Bond is
one of an issue in the total principal amount of $17,500,000, all
of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination, and redemption privilege,
which Bond has been issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota,
including particularly Laws of Minnesota for 1971, Chapter 773,
as amended, and the Charter of the Issuer, and pursuant to a
resolution adopted by the City Council of the Issuer on March 26,
1997 (the "Resolution"), for the purpose o£ providing money to
finance the acquisition, construction and repair of various
capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Issuer. This Bond
constitutes a general obligation of the Issuer, and to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
346617.2 1 2
��-.���
3
4
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
Denominations; Exchancxe; Resolution. The Bonds are
issuable originally only as Global Certificates in the
denomination of the entire principal amount of the issue maturing
on a single date, or, if a portion of said principal is prepaid,
said principal amount less the prepayment. Global Certificates
are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in
exchange £or Replacement Bonds if then available. Replacement
Bonds, if made available as provided below, are issuable solely
as fully registered bonds in the denominations of $5,040 and
integral multiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
and subject to the limitations provided in the Resolution.
Reference is hereby made to the Resolution for a description of
the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond
Registrar.
Replacement Bonds. Replacement Bonds may be issued by
the Issuer in the event that:
(a) the Depository shall resign or discontinue its
services for the Bonds, and only if the Issuer is unable to
locate a substitute depository within two (2) months
following the resignation or determination of non-
eligibility, or
(b) upon a determination by the Issuer in its sole
discretion that (1) the continuation of the book-entry
system described in the Resolution, which precludes the
issuance of certificates (other than Global Certificates) to
any Holder other than the Depository (or its nominee), might
adversely affect the interest of the beneficial owners of
the Bonds, or (2) that it is in the best interest of the
beneficial owners of the Bonds that they be able to obtain
certi£icated bonds.
Transfer. This Bond shall be registered in the name of
the payee on the books of the Issuer by presenting this Bond for
registratzon to the Bond Registrar, who will endorse his, her or
its name and note the date of registration opposite the name of
the payee in the certificate of registration attached hereto.
Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal
representatives, and the Issuer and Bond Registrar may treat the
Holder as the person
rights and powers of
such assignment for
346677.2
exclusively entitled to exercise all the
an owner until this Bond is presented with
registration of transfer, accompanied by
i[e3
9� 3�y�
1 assurance of the nature provided by law that the assignment is
2 genuine and effective, and until such transfer is registered on
3 said books and noted hereon by the Bond Registrar, all subject to
4 the terms and conditions provided in the Resolution and to
5 reasonable regulations of the Issuer contained in any agreement
6 with, or notice to, the Bond Registrar. Transfer of this Bond
7 may, at the direction and e�pense of the Issuer, be subject to
8 certain other restrictions if required to qualify this Bond as
9 being "in registered form" within the meaning of Section 149(a)
10 of the federal Internal Revenue Code of 1986, as amended.
11 Fees upon Transfer or Loss. The Bond Registrar may
12 require payment of a sum sufficient to cover any tax or other
13 governmental charge payable in connection with the transfer or
14 exchanqe of this Bond and any legal or unusual costs regarding
15 transfers and lost Bonds.
16 Treatment of Recristered Owner. The Issuer and Bond
17 Registrar may treat the person in whose name this Bond is
18 registered as the owner hereof for the purpose of receiving
19 payment as herein provided (except as otherwise provided with
20 respect to the Record Date) and for all other purposes, whether
21 or not this Bond shall be overdue, and neither the Issuer nor the
22 Bond Registrar shall be affected by notice to the contrary.
23 Authentication. This Bond shall not be valid or become
24 obligatory for any purpose or be entitled to any security unless
25 the Certificate of Authentication hereon shall have been executed
26 by the Bond Registrar.
27 Not Ouali£ied Tax-Exemot Obligations. The Bonds have
28 not been designated by the Issuer as "qualified tax-exempt
29 obligations" for purposes of Section 265(b)(3) of the federal
30 Internal Revenue Code of 1986, as amended. The Bonds do not
31 qualify for such designation.
346677.2 14
9� ��
1 IT IS HEREBY CERTIFIED AND RECITED that all acts,
2 conditions and things required by the Constitution and laws of
3 the State of Minnesota and the Charter of the Issuer to be done,
4 to happen and to be perfonned, precedent to and in the issuance
5 of this Bond, have been done, have happened and have been
6 per£ormed, in regular and due form, time and manner as required
7 by law, and that this Bond, together with all other debts of the
8 Issuer outstanding on the date of original issue hereof and on
9 the date of its issuance and delivery to the original purchaser,
10 does not exceed any constitutional or statutory or Charter
11 limitation of indebtedness.
12 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
13 County, Minnesota, by its City Council has caused this Bond to be
14 sealed with its official seal and to be executed on its behalf by
15 the photocopied facsimile signature of its Mayor, attested by the
16 photocopied facsimile signature of its Clerk, and countersigned
17 by the photocopied facsimile signature of its Director, Office of
18 FinanCial Services.
346617.2 15
�� 3��
1
2
3
4
Date of Registration:
Registrable by:
Payable at:
5
6
7
8
9
10
il
BOND REGISTRAR'S
CERTIFICATE OF
AUTHEI3`PICATION
This Bond is one o£ the
Bonds described in the
Resolution mentioned
within.
12
13
14 ,
15 Bond ReQistrar
16
17
18
19
20
21
By
Authorized Signature
(SEAL)
CITY OF SAINT PAUL,
RAMSEY COUN'I'Y, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of FinanCial
Services
22 General Obligation Capital Improvement Bond, Series 1997A, No.
23 R- .
346677.2
16
�� ���
�
2
3
4
5
6
r�
E]
E
io
ii
FfG
13
CERTIFICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached
Bond may be made only by the registered owner or his, her or its
legal representative last noted below.
DATE OF
REGISTRATION
REGISTERED OWNER
SIGNATITRE OF
BOND REGISTRAR
346617.2
17
9� ���
�
REGISTER OF PARTIAL PAYMENTS
2 The principal amount of the attached Bond has been prepaid on the
3 dates and in the amounts noted below:
4 Signature of Signature of
5 Date Amount Bondholder Bond Registrar
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22 If a notation is made on this register, such notation has the
23 effect stated in the attaChed Bond. Partial payments do not
24 require the presentation of the attaChed Bond to the Bond
25 Registrar, and a Holder could fail to note the partial payment
26 here.
346617.2 1 $
��-.���
�
ABBREVIATIONS
2 The following abbreviations, when used in the inscription on
3 the face of this Bond, shall be construed as though they were
4 written out in full according to applicable laws or regulations:
5 TEN COM - as tenants in common
6 TEN ENT - as tenants by the entireties
7 JT TEN - as joint tenants with right of survivorship
8 and not as tenants in common
9 UTMA - as custodian for
10 (Cust) (Minor)
11 under the Uniform Transfers to Minors Act
12 (State)
13 Additional abbreviations may also be used
14 though not in the above list.
346617.2 1 9
���a�
�
ASSIGNMENT
2 For value received, the undersigned hereby sells,
3 assigns and transfers unto
4 the attached Bond and does
5 hereby irrevocably constitute and appoint
6 attorney to transfer the Bond on the
7 books kept for the registration thereof, with full power of
8 substitution in the premises.
9 Dated:
10 I3otice: The assignor�s signature to this
11 assignment must correspond with the name
12 as it appears upon the face of the
13 attached Bond in every particular,
14 without alteration or any change
15 whatever.
16 Signature Guaranteed:
17
18 Signature(s) must be guaranteed by a national bank or trust
19 company or by a brokerage firm having a membership in one of the
20 major stock exchanges or any other ��Eligible Guarantor
21 In5titution" as defined in 17 CFR 240.17Ad-15(a)(2).
22 The Bond Registrar will not effect transfer of this
23 Bond unless the information conceming the trans£eree requested
24 below is provided.
25 Name and Address:
26
27
28 (Include information for all joint
29 owners if the Bond is held by joint
30 account.}
346617.2 2 0
��-���
1 B. ReAlacement Bonds. If the City has notified
2 Aolders that Replacement Bonds have been made available as
3 provided in paragraph 6, then for every Bond thereafter
4 transferred or exchanged (including an exchange to reflect the
5 partial prepayment of a Global Certificate not previously
6 exchanged for Replacement Bonds) the Bond Registrar shall deliver
7 a certificate in the form of the Replacement Sond rather than the
8 Global Certificate, but the Fiolder of a Global Certificate shall
9 not otherwise be required to exchange the Global Certificate for
10 one or more Replacement Bonds since the City recognizes that some
11 beneficial owners may prefer the convenience of the Depository's
12 registered ownership of the Bonds even though the entire issue is
13 no longer required to be in global book-entry form. The
14 Replacement Bonds, together with the Bond 12egistrar's Certificate
15 of Authentication, the form of Assignment and the registration
16 information thereon, shall be in substantially the following
17 form:
346617.2 2 1
97-3��
1 UNITED STATES OF AMERICA
2 STATS OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAII3`I` PAUL
5 R-
6
7
8 INTEREST
9 RATE
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
$
GENERAL OBLIGATION CAPITAL IMPROVEMENT
BOND, SERIES 1997A
MATiTRITY DATE OF
DATE ORIGINAL ISSUE
April 1, 1997
REGISTERED OWNER:
PRINCIPAL AMOUNT:
CUSIP
DOLLARS
KI30W ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ram5ey County, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above, or registered
assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above,
unless called for earlier redemption, and to pay interest thereon
semiannually on March 1 and September 1 of each year (each, an
"Interest Payment Date"), commencing September 1, 1997, at the
rate per annum specified above (calculated on the basis of a
360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from
the most recent Interest Payment Date to which interest has been
paid or, if no interest has been paid, from the date of original
issue hereof. The principal of and premium, if any, on this Bond
are payable upon presentation and surrender hereof at the
principal office of , in
, (the "Bond Registrar��),
acting as paying agent, or any successor paying agent duly
appointed by the Issuer. Interest on this Bond will be paid on
each Interest Payment Date by check or draft mailed to the person
in whose name this Bond is registered (the "Holder" or
"Bondholder'�) on the registration books of the Issuer maintained
by the Bond Registrar and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month
preceding such Interest Payment Date (the "Regular ReCOrd Date").
Any interest not so timely paid shall cease to be payable to the
person who is the Holder hereof as of the Regular Record Date,
and shall be payable to the person who is the Holder hereof at
346617.2 2 2
q���
1
2
3
4
5
6
7
the close of business on a date (the "Special
by the Bond Registrar whenever money becomes
payment of the defaulted interest. Notice of
Date shall be given to Bondholders not less t
to the Special Record Date. The principal of
any, and interest on this Bond are payable in
LTnited States of America.
Record Date") fixed
available for
the Special Record
han ten days prior
and premium, if
lawful money of the
8 REFERENCE IS HFsR}3BY MADE TO THS FURTHER PROVISIONS OF
9 TFiIS BOND SET FOR'I`H ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL
10 FOR ALL PURPOSES HAVE THE SAMF3 EFFECT AS IF SET FORTH HERE.
11 IT IS HEREBY CERTIFIED AND RECITED that all acts,
12 conditions and things required by the Constitution and laws of
13 the State of Minnesota and the Charter of the Issuer to be done,
14 to happen and to be performed, precedent to and in the issuance
15 of this Bond, have been done, have happened and have been
16 performed, in regular and due form, time and manner as required
17 by law, and that this Bond, together with all other debts of the
18 Issuer outstanding on the date of original issue hereof and on
19 the date of its issuance and delivery to the original purchaser,
20 does not exceed any constitutional or statutory or Char�er
21 limitation of indebtedness.
22 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
23 County, Minnesota, by its City Council has caused this Bond to be
24 sealed with its official seal or a facsimile thereof and to be
25 executed on its behalf by the original or facsimile signature of
26 its Mayor, attested by the original or facsimile signature of its
27 Clerk, and countersigned by the original or facsimile signature
28 of its Director, Office of Financial Services.
346617.2 2 3
q� �d�
1
2
3
4
Date of Registration
Registrable by:
Payable at: _
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
12
13
14 ,
15 Bond Registrar
16
17
18
19
By
Authorized Signature
20 (SEAL)
346677.2
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
24
�� 3 ��
F�
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
ON REVERSE OF BOND
Date of Payment Not Business DaX. If the date for
payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of New York, New York, or the
city where the principal office of the Sond Registrar is located
are authorized by 1aw or executive order to close, then the date
for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal
date of payment.
Redemgtion. All Bonds of this issue (the "Bonds")
maturing after March 1, 2005, are subject to redemption and
prepayment at the option of the Issuer on such date and on any
day thereafter at a price of par plus accrued interest.
Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining
unpaid may be prepaid in such order of maturity and in such
amount per maturity as the City shall determine; and if only
of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen
lot by the Bond Registrar. Bonds or portions thereof called
redemption shall be due and payable on the redemption date,
interest thereon shall cease to accrue from and after the
redemption date.
part
by
for
and
Notice of Redemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Holder of the Bonds. In the event any of
the Bonds are called for redemption, written notice thereof will
be given by first class mail mailed not less than thirty (30)
days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds shall be used.
Selection of Bonds for Redemption. To effect a partial
redemption of Bonds having a common maturity date, the Bond
Registrar shall assign to each Bond having a common maturity date
a distinctive number for each $5,000 of the principal amount of
such Bond. The Bond Registrar shall then select by lot, using
such method of selection as it shall deem proper in its
discretion, from the numbers assigned to the Bonds, as many
numbers as, at $5,000 for each number, shall equal the principal
amount of such Bonds to be redeemed. The Bonds Co be redeemed
shall be the Bonds to which were assigned number5 so selected;
provided, however, that only so much of the principal amount of
346617.2
25
g� 3��
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
such Bond of a denomination of more than $5,000 shall be redeemed
as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be
surrendered to the Bond Registrar (with, if the Issuer or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by
the Holder thereof or his, her or its attorney duly authorized in
writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of such
Bond, without service charge, a new Bond or Bonds of the same
series having the same stated maturity and interest rate and of
any authorized denomination or denominations, as requested by
such Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
Issuance: Purnose: General Obli�ation. This Bond is
one of an issue in the total principal amount of $17,500,000, all
of like date of original issue and tenor, except as to number,
maturity, interest rate, denomination, and redemption privilege,
which Bond has been issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota,
including particularly Laws of Minnesota for 1971, Chapter 773,
as amended, and the Charter of the Issuer, and pursuant to a
resolution adopted by the City Council of the Issuer on March 26,
1997 (the "Resolution"), for the purpose of providing money to
finance the acquisition, construction and repair of various
capital improvements in the City. This Bond is payable out of
the General Debt Service Fund of the Issuer. This Bond
constitutes a general obligation of the Issuer, and Co provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the fu11 faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
34 Denominations: Exchancte: Resolution. The Bonds are
35 issuable solely as fully registered bonds in the denominations of
36 $5,000 and integral multiples thereof of a single maturity and
37 are exchangeable for fully registered Bonds of other authorized
38 denominations in equal aggregate principal amounts at the
39 principal office of the Bond Registrar, but only in the manner
40 and subject to the limitations provided in the Resolution.
41 Reference is hereby made to the Re5olution for a description of
42 the rights and duties of the Bond Registrar. Copies of the
43 Resolution are on file in the prinCipal office of the Bond
44 Registrar.
346677.2 2 6
�� 3d�
1 Transfer. This Bond is transferable by the Holder in
2 person or by his, her or its attorney duly authorized in writing
3 at the principal office of the Bond Registrar upon presentation
4 and surrender hereof to the Bond Registrar, all subject to the
5 �erms and conditions provided in the Resolution and to reasonable
6 regulations of the Issuer contained in any agreement with, or
7 notice to, the Bond Registrar. `Phereupon the Issuer shall
8 execute and the Bond Registrar shall authenticate and deliver, in
9 exchange for this Bond, one or more new fully registered Bonds in
10 the name of the transferee (but not registered in blank or to
il ��bearer" or similar designation), of an authorized denomination
12 or denominations, in aggregate principal amount equal to the
13 principal amount of this Bond, of the same maturity and bearing
14 interest at the same rate.
15 Fees uAOn Transfer or Loss. The Bond Registrar may
16 require payment of a sum sufficient to cover any tax or other
17 governmental charge payable in connection with the transfer or
18 exchange of this Bond and any legal or unusual costs regarding
19 transfers and lost Bonds.
20 Treatment o£ Registered Owner. The Issuer and Bond
21 Registrar may treat the person in whose name this Bond is
22 registered as the owner hereof for the purpose of receiving
23 payment as herein provided (except as otherwise provided on the
24 reverse side hereof with respect to the Record Date) and for all
25 other purposes, whether or not this Bond shall be overdue, and
26 neither the Issuer nor the Bond Registrar shall be affected by
27 notice to the contrary.
28 Authentication. This Bond shall not be valid or become
29 obligatory for any purpose or be entitled to any security unless
30 the Certificate of Authentication hereon shall have been executed
31 by the Bond Registrar.
32 Not Oualified Tax-Exempt Obliqations. The Bonds have
33 not been designated by the Issuer as "qualified tax-exempt
34 obligations" for purposes of Section 265(b)(3) of the federal
35 Internal Revenue Code of 1986, as amended. The Bonds do not
36 quali£y for such designation.
346677.2 2 7
g����
�
2
3
4
5
6
7
8
9
10
11
12
13
14
15
ABBREVIATIONS
The following abbreviations, when used in the
inscription on the face of this Bond, shall be construed as
though they were written out in full according to applicable laws
or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors Act
(State)
Additional abbreviations may also be used
though not in the above list.
346617.2
�
q�-��
�
ASSIGNMENT
2 For value received, the undersigned hereby sells,
3 assigns and transfers unto
4 the within Bond and does
5 hereby irrevocably constitute and appoint
6 attorney to transfer the Bond on the books kept for the
7 registration thereof, with full power of substitution in the
8 premises.
9 Dated:
10 Notice: The assignor's signature to this
il assignment must correspond with the name
12 as it appears upon the face of the
13 within Bond in every particular, without
14 alteration or any change whatever.
15 Signature Guaranteed:
16
17 Signature(s) must be guaranteed by a national bank or trust
18 company or by a brokerage firm having a membership in one of the
19 major stock exchanges or any other "Eligible Guarantor
20 Institution° a5 defined in 17 CFR 240.17Ad-15(a)(2)-
21 The Bond Registrar will not effect transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
25
26
27
28
(Include information for all joint owners
if the Bond is held by joint account.)
346677.2 2 9
9� 3�y�
2
3
4
5
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
10. Execution. The Bonds shall be executed on behalf
of the City by the signatures of its Mayor, Clerk and Director,
Office of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City;
provided, however, that the seal of the City may be a printed or
photocopied £acsimile; and provided further that any of such
signatures may be printed or photocopied £acsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of any
such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or
disabled officer. In case any such officer whose signature or
facsimile of whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of the Bonds, such
signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he or she had remained in office
until delivery.
11. Authentication; Date of Registration. No Bond
shall be valid or obligatory for any purpose or be entitled to
any security or benefit under this resolution unless a
Certificate of Authentication on such Bond, substantially in the
form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same
person. The Bond Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated. For purposes of delivering the original Global
Certi£icates to the Purchaser, the Bond Registrar shall insert as
the date of registration the date of original issue, which date
is April 1, 1997. The Certificate of Authentication so executed
on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
12. Registration; Transfer; Exchanae. The City will
cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall
provide for the registration of Bonds and the registration of
transfers of Bonds entitled to be registered or transferred as
herein provided.
42 A Global Certificate shall be registered in the name of
43 the payee on the books of the Bond Registrar by presenting the
44 Global Certificate for registration to the Bond Registrar, who
45 will endorse his or her name and note the date of registration
46 opposite the name of the payee in the certificate of registration
47 on the Global Certificate. Thereafter a Global Certificate may
346617.2 3 0
q���
2
3
4
5
6
8
9
10
11
12
be transferred by delivery with an assignment duly executed by
the Holder or his, her or its legal representative, and the City
and Bond Registrar may treat the Holder as the person exclusively
entitled to exercise all the rights and powers of an owner until
a Global Certificate is presented with such assignment for
registration of transfer, accompanied by assurance of the nature
provided by law that the assignment is genuine and effective, and
until such transfer is registered on said books and noted thereon
by the Bond Registrar, all subject to the terms and conditions
provided in this resolution and to reasonable regulations of the
City contained in any agreement with, or notice to, the Bond
Registrar.
13 Transfer of a Giobal Certificate may, at the direction
14 and expense of the City, be subject to other restrictions if
15 required to qualify the Global Certificates as being "in
16 registered form" within the meaning of Section 149(a) of the
17 federal Internal Revenue Code of 1986, as amended.
18 If a Global Certificate is to be exchanged for one or
19 more Replacement Bonds, all of the principal amount of the Global
20 Certificate shall be so exchanged.
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
Upon surrender for transfer of any Replacement Bond at
the principal office of the Bond Registrar, the City shall
execute (if necessary), and the Bond Registrar shall
authenticate, insert the date of registration (as provided in
paragraph 11) of, and deliver, in the name of the designated
transferee or transferees, one or more new Replacement Bonds of
any authorized denomination or denominations of a like aggregate
principal amount, having the same stated maturity and interest
rate, as requested by the transferor; provided, however, that no
bond may be registered in blank or in the name of "bearer" or
similar designation.
At the option of the Holder of a Replacement Bond,
Replacement Bonds may be exchanged for Replacement Bonds of any
authorized denomination or denominations of a like aggregate
principal amount and stated maturity, upon surrender of the
Replacement Bonds to be exchanged at the principal office of the
Bond Registrar. Whenever any Replacement Bonds are so
surrendered for exchange, the City shall execute (if necessary),
and the Bond Registrar shall authenticate, insert the date of
registration of, and deliver the Replacement Bonds which the
Holder making the exchange is entitled to receive. G1oba1
Certificates may not be exchanged for Global Certificates of
smaller denominations.
346677.2
31
9� �dy�
1 All Bonds surrendered upon any exchange or transfer
2 provided for in this resolution shall be promptly cancelled by
3 the Bond Registrar and thereafter disposed of as directed by the
4 City.
5 All Bonds delivered in exchange for or upon transfer of
6 Bonds shall be valid general obligations o£ the City evidencing
7 the same debt, and entitled to the same benefits under this
S resolution, as the Bonds surrendered for such exchange or
9 transfer.
10 Every Bond presented or surrendered for transEer or
11 exchange shall be duly endorsed or be accompanied by a written
12 instrument of transfer, in fozm satisfactory to the Hond
13 Registrar, duly executed by the Holder thereof or his, her or its
14 attorney duly authorized in writing.
15 The Bond Registrar may require payment of a sum
16 sufficient to cover any tax or other governmental charge payable
17 in connection with the transfer or exchange of any Bond and any
18 legal or unusual costs regarding transfers and lost Bonds.
19 Transfers shall also be subject to reasonable
20 regulations of the City contained in any agreement with, or
21 notice to, the Bond Registrar, including regulations which permit
22 the Bond Registrar Co close its transfer books between record
23 dates and payment dates.
24 13. Ricrhts Upon Transfer or Exchanc�e. Each Bond
25 delivered upon transfer of or in exchange for or in lieu of any
26 other Bond shall carry all the rights to interest accrued and
27 unpaid, and to accrue, which were carried by such other Bond.
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
14. Interest Pa�ment: Record Date. Interest on any
Global Certificate shall be paid as provided in the first
paragraph thereo£, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to
the person in whose name the Bond is registered (the "Holder") on
the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at
the close of business on the fifteenth (15th) day of the calendar
month preceding such Interest Payment Date (the "Regular Record
Date"). Any such interest not so timely paid sha11 cease to be
payable to the person who is the Holder thereof as of the Regular
Record Date, and shall be payable to the person who is the Holder
thereof at the close of business on a date (the "Special Record
Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the
Special Record Date shall be given by the Bond Registrar to the
346617.2 3 2
9� 36�
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
Holders not less than ten (10) days prior to the Special Record
Date.
15. Holders: Treatment of Registered Ovmer; Consent of
Holders.
(A) For the purposes of all actions, consents and other
matters affecting Holders of the Bonds, other than payments,
redemptions, and purchases, the City may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial owner
of the Bond instead of the person in whose name the Bond is
registered. For that purpose, the City may ascertain the
identity of the beneficial owner of the Bond by such means as the
Bond Registrar in its sole discretion deems appropriate,
including but not limited to a certificate from the person in
whose name the Bond is registered identifying such beneficial
owner.
16 (B) The City and Bond Registrar may treat the person in
17 whose name any Bond is registered as the owner of such Bond for
18 the purpose of receiving payment of principal of and premium, if
19 any, and interest (subject to the payment provisions in paragraph
20 14 above) on, such Bond and for all other purposes whatsoever
21 whether or not such Bond shall be overdue, and neither the City
22 nor the Bond Registrar shall be affected by notice to the
23 contrary.
24 (C) Any consent, request, direction, approval, objection or
25 other instrument to be signed and executed by the Holders may be
26 in any number of concurrent writings of similar tenor and must be
27 signed or executed by such Holders in person or by agent
28 appointed in writing. Proof of the execution of any such
29 consent, request, direction, approval, objection or other
30 instrument or of the writing appointing any such agent and of the
31 ownership of Bonds, if made in the following manner, shall be
32 sufficient for any of the purposes of this resolution, and shall
33 be conclusive in favor of the City with regard to any action
34 taken by it under such request or other instrument, namely:
35
36
37
38
39
4�
41
(1) The fact and date of the execution by any person
of any such writing may be proved by the certificate of any
officer in any jurisdiction who by law has power to take
acknowledgments within such jurisdiction that the person
signing such writing acknowledged before him or her the
execution thereof, or by an affidavit of any witness to such
execution.
346617.2
33
�����
1 (2) Subject to the provisions oE subparagraph (A)
2 above, the fact of the ownership by any person of Bonds and
3 the amounts and numbers of such Bonds, and the date of the
4 holding of the same, may be proved by reference to the bond
5 register.
6 16. Delivery: Apolication of Proceeds. The Global
7 Certificates when so prepared and executed shall be delivered by
8 the Director, Office of Financial Services, to the Purchaser upon
9 receipt of the purchase price, and the Purchaser shall not be
10 obliged to see to the proper application thereof.
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
17. Fund and Account. There is hereby created a
special account to be designated the "Capital Improvement Bonds
of 1997A Account" (the "Account") to be administered and
maintained by the City Treasurer as a bookkeeping account
separate and apart from all other accounts maintained in the
official financial records of the City. There has been
heretofore created and established the General Debt Service Fund
(numbered 960, herein the "Fund"). The Fund and the Account
shall each be maintained in the manner herein specified until all
of the Bonds and the interest thereon have been fully paid.
(i) Account. To the Account there shall be
credited the proceeds of the sale of the Bonds, less
accrued interest received thereon, and less any amount
paid £or the Bonds in excess of $17,325,000. From the
Account there shall be paid all costs and expenses of
making the Improvements, including the cost of any
construction contracts heretofore let and all other
costs incurred and to be incurred of the kind
authorized in Minnesota Statutes, Section 475.65
(including interest on the Bonds payable during the
construction period); and the moneys in the Account
shall be used for no other purpose except as otherwise
provided by law; provided that the proceeds of the
Bonds may also be used to the extent necessary to pay
interest on the Bonds due prior to the anticipated date
of commencement of the collection of taxes levied
herein; and provided further that if upon completion of
the Improvements there shall remain any unexpended
balance in the Account, the balance may be transferred
by the Council to the fund of any other improvement
instituted pursuant to Laws of Minnesota for 1971,
Chapter 773, as amended, or used for any other purpose
permitted by law, or transferred to the Fund. All
earnings on the Account shall be transferred to the
Fund, or may remain in the Account.
346617,2
34
�� 3��
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
48
49
(ii) Fund. There is hereby pledged and there
shall be credited to the Fund, to a special sinking
fund account which is hereby created and established
therein £or the payment of the Bonds: (a) all accrued
interest received upon delivery of the Bonds; (b) all
funds paid for the Bonds in excess of $17,325,000; (C)
any collections of all taxes which are herein levied
for the payment of the Bonds and interest thereon as
provided in paragraph 18; (d) all funds remaining in
the Account after Completion of the Improvements and
payment of the costs thereof, not so transferred to the
account of another improvement or used for any other
purpose permitted by law; (e) all investment earnings
on moneys held in said special account in the Fund; and
(f) any and all other moneys which are properly
available and are appropriated by the governing body of
the City to said special account in the Fund, including
(at the discretion of the City Council) franchise fees
paid by the district heating utility. The City Council
on the date this resolution is adopted intends to
appropriate franchise fees paid by the district heating
utility to pay debt service on the Bonds.
Said special account created in the Fund shall be used
solely to pay the principal and interest and any premiums for
redemption of the Bonds and any other bonds of the City
heretofore or hereafter issued by the City and made payable from
said special account in the Fund as provided by law, or to pay
any rebate due to the United States. No portion of the proceeds
of the Bonds shall be used directly or indirectly to acquire
higher yielding investments or to replace funds which were used
directly or indirectly to acquire higher yielding investments,
except (1) for a reasonable temporary period until such proceeds
are needed for the purpose for which the Bonds were issued, and
(2) in addition to the above in an amount not greater than
$100,000. To this effect, any proceeds of the Bonds and any sums
from time to time held in the Account or said special account in
the Fund (or any other City account which will be used to pay
principal or interest to become due on the bonds payable
there£rom) in excess of amounts which under then-appliaable
federal arbitrage regulations may be invested without regard as
to yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbiCrage
regulations on such investments after taking into account any
applicable "temporary periods" or "minor portion" made available
under the federal arbitrage regulations. In addition, the
proceeds of the Bonds and money in the Account or the Fund shall
not be invested in obligations or deposits issued by, guaranteed
by or insured by the United States or any agency or instrumen-
tality thereof if and to the extent that such investment would
346617.2 3 5
�� -��I
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
cause the Bonds to be "federally guaranteed" within the meaning
of Section 149(b) o£ the federal Internal Revenue Code of 1986,
as amended (the "Code").
18. Tax Levy: Coverage Test_ To provide moneys for
payment of the principal and interest on the Bonds there is
hereby levied upon all of the taxable property in the City a
direct annual ad valorem tax which shall be spread upon the tax
rolls and collected with and as part of other general property
taxes in the City for the years and in the amounts as follows:
Year of Tax Year of Ta�c
Levy Collection Amount
1996�
1997
1998
1999
2000
2001
2002
2003
2004
20Q5
1997�
1998
1999
2000
2001
2002
2003
2004
2005
2�06
$2,224,976�
2,292,912
2,438,573
2,363,498
2,365,467
2,362,107
2,353,260
2,365,992
2,371,688
2,342,813
22 � heretofore levied or provided from other available City funds
23 The tax levies are such that if collected in full they,
24 together with estimated collections of any other revenues herein
25 pledged for the payment of the Bonds, will produce at least five
26 percent (50) in excess of the amount needed to meet when due the
27 principal and interest payments on the Bonds. The tax levies
28 shall be irrepealable so long as any of the Bonds are outstanding
29 and unpaid, provided that the City reserves the right and power
30 to reduce the levies in the manner and to the extent permitted by
31 Minnesota Statutes, Section 475.61, Subdivision 3.
32 19. General Obliaation Pledae. For the prompt and
33 full payment of the principal and interest on the Bonds, as the
34 same respectively become due, the full faith, credit and taxing
35 powers of the City shall be and are hereby irrevocably pledged.
36 If the balance in the Fund (as defined in paragraph 17 hereof? is
37 ever insufficient to pay all principal and interest then due on
38 the Bonds payable therefrom, the deficiency shall be promptly
39 paid out of any other funds of the City which are available for
40 such purpose, including the general fund of the City, and such
41 other funds may be reimbursed with or without interest from the
42 Fund when a sufficient balance is available therein.
346617.2 3 6
�����
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
20. Certificate of Revistration. The Director, Office
of Financial Services, is hereby directed to file a certified
copy of this resolution with the officer of Ramsey County,
Minnesota, performing the functions of the county auditor (the
"County Auditor"), together with such other information as the
County Auditor shall require, and to obtain the County Auditor's
certificate that the Bonds have been entered in the County
Auditor's Bond Register, and that the tax levy required by law
has been made.
21. Records and Certificates. The officers of the
City are hereby authorized and directed to prepare and furnish to
the Purchaser, and to the attorneys approving the legality of the
issuance o£ the Bonds, certified copies of all proceedings and
records of the City relating to the Bonds and to the financial
condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts
relating to the legality and marketability of the Bonds as the
same appear from the books and records under their custody and
control or as otherwise known to them, and all such certified
copies, certificates and affidavits, including any heretofore
furnished, shall be deemed representations of the City as to the
facts recited therein.
23 22. Negative Covenants as to Use of Proceeds and
24 Improvements. The City hereby covenants not to use the proceeds
25 of the Bonds or to use the Improvements, or to cause or permit
26 them to be used, or to enter into any deferred payment
27 arrangements for the cost of the Improvements, in such a manner
28 as to cause the Bonds to be "private activity bonds" within the
29 meaning of Sections 103 and 141 through 150 of the Code. The
30 City hereby covenants not to use the proceeds of the Bonds in
31 such a manner as to cause the Bonds to be "hedge bonds" within
32 the meaning of Section 149(g) of the Code.
33 23. Tax-Exempt Status of the Bonds; Rebate: Elections.
34 The City shall comply with requirements necessary under the Code
35 to establish and maintain the exclusion from gross income under
36 Section 103 of the Code of the interest on the Bonds, including
37 without limitation requirements relating to temporary periods for
38 investments, limitations on amounts invested at a yield greater
39 than the yield on the Bonds, and the rebate of excess investment
40 earnings to the United States.
41 The City expects that the two-year expenditure
42 exception to the rebate requirements may apply to the
43 construction proceeds of the Bonds.
346617.2 3 7
q? �3��
1
2
3
4
5
6
7
8
If any elections are available now or hereafter with
respect to arbitrage or rebate matters relating to the Bonds, the
Mayor, Clerk, Treasurer and Director, Office of Financial
Services, or any of them, are hereby authorized and directed to
make such elections as they deem necessary, appropriate or
desirable in connection with the Bonds, and all such elections
sha11 be, and sha11 be deemed and treated as, elections o£ the
City.
9 24. No Desianation of Oualified Tax-Exem�t
10 Obligations. The Bonds, together with other obligations issued
il by the City in 1997, exceed in amount those which may be
12 qualified as "qualified tax-exempt obligations" within the
13 meaning of Section 265(b)(3) of the Code, and hence are not
14 designated for such purpose.
15 25. Letter of Representations. The Letter of
16 Representations for the Bonds is hereby confirmed to be the
17 Blanket Issuer Letter of Representations dated April 10, 1996, by
18 the City and received and accepted by The Depository Trust
19 Company. So long as The Depository Trust Company is the
20 Depository or it or its nominee is the Holder of any Global
21 Certificate, the City shall comply with the provisions of the
22 Letter of Representations, as it may be amended or supplemented
23 by the City from time to time with the agreement or consent of
24 The Depository Trust Company.
25 26. Negotiated Sale. The City has retained Springsted
26 Incorporated as an independent financial advisor, and the City
27 has heretofore determined, and hereby determines, to sell the
28 Bonds by private negotiation, all as provided by Minnesota
29 Statutes, Section 475.60, Subdivision 2(9).
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
27. Continuin�Disclosure. The City is an obligated
person with respect to the Bonds. The City hereby agrees, in
accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the
"Commission" pursuant to the Securities Exchange Act of 1934, as
amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described, to:
A. Provide or cause to be provided to each nationally
recognized municipal securities information repository
("NRMSIR") and to the appropriate state information
depository ("SID"), if any, for the State of Minnesota, in
each case as designated by the Commission in accordance with
the Rule, certain annual financial information and operating
data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the
Undertaking as provided therein.
346677.2
m
q� :���
1 B. Provide or cause to be provided, in a timely
2 manner, to (i) each NRMSIR or to the Municipal Securities
3 Rulemaking Board ("MSRB��) and (ii) the SID, notice of the
4 occurrence of certain material events with respect to the
5 Bonds in accordance with the Undertaking.
6 C. Provide or cause to be provided, in a timely
7 manner, to (i) each NRMSIR or to the MSRB and (ii) the SID,
8 notice of a failure by the City to provide the annual
9 financial infoYmation with respect to the City described in
10 the Undertaking.
il The City agrees that its covenants pursuant to the Rule
12 set forth in this paragraph 27 and in the Undertaking are
13 intended to be for the benefit of the Aolders of the Bonds and
14 shall be enforceable on behalf of such Holders; provided that the
15 right to enforce the provisions of these covenants shall be
16 limited to a right to obtain specific enforcement of the City's
17 obligations under the covenants.
18 The Mayor and Director, Office of Financial Services,
19 or any other officers of the City authorized to act in their
20 stead (the "Officers"), are hereby authorized and directed to
21 execute on behalf of the City the Undertaking in substantially
22 the form presented to the City Council, subject to such
23 modifications thereof or additions thereto as are (i) consistent
24 with the requirements under the Rule, (ii) required by the
25 Purchaser, and (iii) acceptable to the Officers.
26 28. Severabilitv. If any section, paragraph or
27 provision of this resolution shall be held to be invalid or
28 unenforceable for any reason, the invalidity or unenforceability
29 of such section, paragraph or provision shall not affect any of
30 the remaining provisions of this resolution.
346617.2 3 9
9� 3��
1 29. Headinas. Headings in this
2 included for convenience of reference onl
3 hereof, and shall not limit or define the
4 provision hereof.
resolution are
y and are not a part
meaning of any
Adopted by Cauncil: Dffie 1�� ��. � �t_�1 rl
Adoption Certified by Council Secretary
By: �� 2� , �
\ \ ' Approved by Mayor: Date�
By:
-• - -.. .-.. y - .
- . .,- - -
�
�II� �' � �i1..:_��
�,_�� �
I `
/ "�
. :.. -. . . i
. �
: ��, . i // � i/��
Approved by M y� r ubmission to Gouncil
By:
346617.2
� O O
��-���
FsXHIBITS
Exhibit A - Proposals
346677.2
q� 3�
37�lt�5
DEPARIMQ�lT4DFFICE�COUNQL OATE INITIAI3�
Financial Services 3/12/9,7j GREEN SHEE
CONTACT PERSON & PHONE INITIAVDATE INRIAUDATE
ODEPAflTMENTDIFECTOR �CITYCAUNCIL
Martha Kantorowicz p$$IGN �Cf1YATTORNEY �CITYCLERK
NUYBENFON
MUSTBE ON CAUNCIL AGEN�A BV (DATE) ROUTING � BUDGET OIRECTOfl rl FlN. & MG7: SERVICES OIR.
March 26, 1997 oaoea ��`
� MAWR (OR ASSISTANn �
TOTAL # OF SIGNATURE PAGES � (CLIP ALL LOCATIONS FOR SIGNATURE)
ACTION REQUESTED:
This resolution accepts the winning proposal and awards the bid for the $17,500,000 G.O.
Gapital Improvement Bonds Series 1997A. This is a competitive bond sale and the award
is going to the bidder found to be the most advantageous (lowest cost) to the City.
RECAMMENDATIONS: Approve (A) or Reject (R) pERSONAL SERVICE CONTRACTS MUST ANSWER 7HE FOLLOWING QUESTIONS:
_ PLANNING COMMISSION _ CIVIL SEflVICE COMMISSION �� Has this personfirm ever worketl untler a contract for this tlepartmen[?
CIB CAMMITfEE YES "NO
� 2. Has this personfirm ever been a ciry employee?
� � — VES NO
_ DISiRlc7cOUa7 _ 3. Does this person/firm possess a skill not nortnally possessed by any current ciry employee?
SUPPORTS WHICH COUNCILD&IECTIVE? YES NO
Explain all yes answen on seperate sheet and attach to gteen sheet
INITIATING PROBLEM, ISSUE, OPPORTUNITY (Who, What, When, Where, Why):
The bonds are for the purpose of funding the bond financing portion of the Capital
Improvement budget.
ADVANTAGES IF APPROVEO:
Financing will be available for the CIB budget.
�ISADVANTAGES IFAPPROVED:
None
DISA�VANTAGES IF NOTAPPROVED:
Funds needed for capital projects wi11 not be available.
'' r t .
.��'���.ti �'������; ����
.�.:-:;: � �� i���
17,500,000
TO7AL AMOUNT OF TRANSACTION $ COST/REVENUE BUDGE7ED (CIRCLE ONE) YES NO
FUNDIfdG SOURCE ACTINTY NUMBEH
FINANCIAL INFORM'ATION. (EXPLAIN)
����
1 means the certificates representing the Bonds so authenticated
2 and delivered by the Bond Registrar pursuant to paragraphs 6 and
3 12 hereof; and
4 WHEREAS, "HOlder" as used herein means the person in
5 whose name a Bond is registered on the registratio books of the
6 City maintained by the registrar appointed as prov ded in
7 paragraph 8(the "Bond Registrar"); and
8 WHEREAS, Rule 15c2-12 of the Securit'es and Exchange
9 Commission prohibits "participating underwrit rs" from purchasing
10 or selling the Bonds unless the City underta es to provide
11 certain continuing disclosure with respect o the Bonds; and
12 WHEREAS, pursuant to Minnesota tatutes, Section
13 475.60, Subdivision 2(9), public sale re irements do not apply
14 to the Bonds if the City retains an ind pendent financial advisor
15 and determines to sell the Bonds by pr'vate negotiation, and the
16 City has instead authorized a competi ive sale without
17 publication of notice thereof as a f rm of private negotiation;
18 and
19 WHEREAS, proposals for ¢'he Bonds have been solicited by
20 Springsted Incorporated pursuan/to an Official Statement and
21 Terms of Proposal therein:
22 NOW, THEREFORE, BE �[`i' RESOLVED by the Council of the
23 City of Saint Paul, Minnesot�; as follows:
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
the City
with the
interest
of $
1. Acce tance f Pro osal. The proposal of
(the "Purchaser") to purchase $17,500,000
bligation Capit Improvement Bonds, Series 1997A, of
(the °BOnds", individually a °BOnd��), in accordance
Terms of Prop sal for the bond sale, at the rates of
set forth he inafter, and to pay for the Bonds the sum
, us interest accrued to settlement, is
er ned and declared to be the most favorable
d is hereby accepted, and the Bonds are
he Purchaser. The Director, Office of
, or his designee, is directed to retain the
rchaser and to forthwith return to the others
their good faith checks or drafts.
....�..., �.,....,., �..
proposal received
hereby awarded to
Financial Servic
deposit of the P
making proposa
Maturities
Capital Im
1997, as t
on or aft
be numbe e
in the en
2. Title; Original Issue Date; Denominations;
The Bonds shall be titled "General Obligation
p ovement Bonds, Series 1997A", shall be dated April 1,
e date of original issue and shall be issued forChwith
r such date as fully registered bonds. The Bonds shall
d from R-1 upward. Global Certificates shall each be
omination of the entire principal amount maturing on a
3
9��-���
1 single date, or, if a portion of said principal amount is
2 prepaid, said principal amount less the prepayment. Repl cemen
3 Bonds, if issued as provided in paragraph 6, shall be i the
4 denomination of $5,000 each or in any integral multipl thereof
5 of a single maturity. The Bonds shall mature on Marc 1 in the
6 years and amounts as follows:
7 Year Amount Year Amount
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
1998 $1,375,000
1999 1,425,000
2000 1,625,000
2001 1,625,000
2002 1,700,000
3. Purpose. The Bond
construction of the capital impro�
capital improvement budget (the "
the Bonds shall be deposited and
17, for the purpose described by :
Chapter 773, as amended, and any �
to any other purpose permitted by
Improvements, which shall include
Minnesota Statutes, Section 475.6
equal to the amount of the Bonds
proceed with due diligence to c m.
24 4. Interest. The
25 semiannually on March 1 and
26 "Interest Payment Date"), c
27 calculated on the basis of
28 months, at the respective at
29 maturity years as follows.
30
31
32
33
34
35
36
37
38
39
40
41
42
43
Maturitv Year
1998
1999
2000
2001
2002
5.
nuvn-�1i�i v .�
be issued in
maturity, de
immobilized
interests in
their respec
paragraph 6�
346677.2
0
2003
2004
2005
2006
2007
%
te . TJpon their original issuance the Bonds will
h form of a single Global Certificate for each
'ted with the Depository by the Purchaser and
provided in paragraph 6. No beneficial owners of
he Bonds will receive certificates representing
ve interests in the Bonds except as provided in
Except as so provided, during the term of the
2003 $1,775,000
2004 1,850,000
2005 1,950,000
2006 2,050,000
200 2,125,000
shall rovide funds for the
ements in the City's 1997
mprov ments"). The proceeds of
sed s provided in paragraph
aws of Minnesota for 1971,
xc ss moneys shall be devoted
1 w. The total cost of the
11 costs enumerated in
, is estimated to be at least
Work on the Smprovements shall
letion.
onds shall bear interest payable
eptember 1 of each year (each, an
mencing September 1, 1997,
360-day year of twelve 30-day
es per annum set forth opposite the
Maturitv Year Interest Rate
!!
97 �ay�
1 cause the Bonds to be "federally guaranteed" within the meani
2 of Section 149(b) of the federal Internal Revenue Code of 19 ,
3 as amended (the "Code").
4 18. Ta�c Levy; Coverage Test. To provide money for
5 payment of the principal and interest on the Bonds there 's
6 hereby levied upon all of the taxable property in the C' y a
7 direct annual ad valorem t� which sha11 be spread upo the t3x
8 rolls and collected with and as part of other general roperty
9 taxes in the City for the years and in the amounts a follows:
10
11
12
13
14
15
16
17
18
19
20
21
Year of Tax Year of Ta�c
1996`
1997
1998
1999
2000
2001
2002
2003
2004
2005
1997�
1998
1999
2000
2001
2002
2003
2004
2005
2006
$ � �
22 � heretofore levied or provided from
available City funds
23 The tax levies are such t t if collected in full they,
24 together with estimated collections of any other revenues herein
25 pledged for the payment of the Bon s, will produce at least five
26 percent (50) in excess of the amo nt needed to meet when due the
27 principal and interest payments n the Bonds. The tax levies
28 shall be irrepealable so long a any of the Bonds are outstanding
29 and unpaid, provided that the ity reserves the right and power
30 to reduce the levies in the m nner and to the extent permitted by
31 Minnesota Statutes, Section 5.61, Subdivision 3.
32 19. General Obl' ation Pled e. For the prompt and
33 full payment of the princ' al and interest on the Bonds, as the
34 same respectively become ue, the full faith, credit and taxing
35 powers of the City shal be and are hereby irrevocably pledged.
36 If the balance in the F nd (as defined in paragraph 17 hereof) is
37 ever insufficient to p y all principal and interest then due on
38 the Bonds payable the efrom, the deficiency shall be promptly
39 paid out of any othe funds of the City which are available for
40 such purpose, inclu ng the general fund of the City, and such
41 other funds may be eimbursed with or without interest from the
42 Fund when a suffic ent balance is available therein.
346617.2 / 3 6
85 E. SEVENLH PLACE SUITE 100
SAINT PAUL, MN 55101-2143
612-223-3000 RAX:612-223-3002
��
�
March 26, 1997
Mr. Joe Reid, Director
Office of Financiaf Services
City of Saint Paul
240 City Hall
15 West Kellogg Boulevard
Saint Paui, MN 55102
�I�-�Oy
SPRINGSTED
Publu Finante �Idvisors
Re: Recommendations for Award of City of Saint Paul's
$17,500,000 General Obligation Capital improvement Bonds (CIB), Series 1997A
$2,450,000 Generai Obiigation SVeet improvement Special Assessment Bonds,
Series19976
Dear Mr. Reid:
This letter summarizes the results of the competitive bids opened at 10:30 this moming for
these issues.
Purpose of Issues
The purpose of this CIB issue is to provide funding for various qpital improvements as part of
the City's annual Capital Improvement Program, to include partiai funding for the public costs
associated with the Science Museum and the Wabasha Bridge.
The purpose of the Street issue is to fund portions of the City's annual street improvement
program.
Tax-Exempt Interest Rate Market
Since the first of the year, tax-exempt interest rates have moved in a relatively tight band,
varying about 2/10's of 1% over the term: January 2, 1997 the BBI was 5.70%; the low point
was February 20, 1997 when the BBI was 5.56%. March 20, 1997 (the most recent date) the
BBI was 5.78�0. Within the last month, the numbers indicate the market movement has been
up, with most such movement occurting in late February. The marfcet is currenUy looking for
bonds since the suppiy is low, which heiped in this sale.
SALNT PAUL, M:� � MINNEAPOLIS, M4 • BROOKF7EID,K'1 • O`/ERIAND PARK, KS • K'.�3fl.\GTOY, DC • IOWA CCTY, U
City of Saint Paul
lJlarch 26, 1997
Page 2
��_��`�
Sale Resutts
The City received nine bids on the CIB sale. The bids were as foliows:
Rank Bidder
Piper Jaffray
Hutchinson Shockey (Chicago)
Mertiil Lynch (Califomia)
Dain Bosworth
Cronin 8 Co.
First of America (Chicago)
Raymond James (Florida)
Interstate Johnson (Georgia)
William Blair (Chicago)
nc t^ioi
4.9497°!0
4.9950%
4.9988%
4.9994°10
5.0251 %
5.0297%
5.0354%
5.0718%
5.0879%
'fhe lowest bid of 4.9497�o was submitted by Piper Jaffray, with the next lowest bid from
Hutchinson Shockey (Chicago) at 4.9950�0.
The City received five bids on the street issue. The bids were as follows:
Rank Bidder
Piper Jaffray
Cronin & Co
Dain Bosworth
Raymond James
Wil{iam Siair
TIC %
5.2181 %
5.2497%
5.2577%
5.3092%
5.3458%
The lowest bid of 5.2181�o was submitted by Piper Jaffray, with the next lowest bid from
Cronin & Co (Twin Cities) at 5.2497%.
The nine bids received on the CIB issue has only been matched once (nine bids were aiso
received in 1995) by the City since 1985.
The CIB issue received broad national attention with underwriters bidding from Chicago (3),
Califomia (1), Florida (1), and Georgia (1).
We require bidders to submit their bids on a"True Interest Rate" (TIC) basis, so as to reflect
the present vaiue of their bids and thereby ensure the City award based on the lowest cost to
the City. We have enclosed bid tabulation fortns for each issue summarizing the bid specifics
and composition of each underwriting syndicate.
Recommendation
We recommend awards of sale of the CIB issue and the Street issue to Piper Jaffray.
Basis of Recommendation
The interest rates received o� each issue reflect aggressive bidding in today's maefcet and
compare well with the Citys recent historicai experience. Focusing on the 1997 CIB issue with
its TIC of 4.94°k, the City's experience for its CIB issues in 1995 and 1996 respectively of
5.14% and 4.81 �o. Our estimate of the City's interest rate on the CIB issue had the issue sold
in eariy February was 4.92%. We have compared this issue against other issues soid thus far
City of Sairrt Paui
March 26, 1997
Page 3
�� ��°'�
this week and the City has received lower interest rates than these issues. We also monitor
each of the City's issues against a daily national interest rate index, Delphis-Hanover. These
rates are at or siight{y better than the DeiphiaHanaver "AAA"-rated interest rates. Historica{ty,
the Cityls issues sell between the Delphis Hanover ;4A-to-AAA" Ievels, a performance
matched by these issues.
Yesterday, the Federal Reserve took action on short-tertn interest rates. Our analysis shows
that the market had anUcipated this action over the last few weeks and had atready factored in
an adjustment
Credit Rating
The City received three ratings of "Aa2/AA+IAA+^ from Moody's Investors Service, Standard &
Poors and Fitch Investors Service, respectively. The City put together an outstanding rating
presentation for each agency as part of this sate process. Each agency noted numerous
areas of improvement. We would be pleased to respond to the comments of the rating
agencies resulting from this process.
We are again appreciative of the opportunity to be of service to the City. We welcome any
questions or comments on this report.
Respectfully,
�1�a.���11��
David N. MacGillivray /
Principal
Director of Project Management
/dmf
Enclosures
� �����
O
�
N �
v .f
S N
U
d �
c� 9
� �
W
c �
c �.
� ^
m a r
G !n �
« d l0
�a�
w : `o
`o n Y
�. E �
UU�
Z ��
rSrng awm
ng�� ia -ccv�ri�riuivivi
�o� �
N v L
p � �
(7 N �� Q - - . . �
����
000a�000eaoe�aoao�
o �
1� NtqtOl� tOmO��Ni9QQ iOtp
� Q O a C '[7 7 Y C Q Y Q 1A tn In 1N iA tn tn 1n In ln
' y
U � N .� _ . .
� � � � � Q - - . . . ._ _
� � �
N
_
y o o�� O o o O � o O O o o p�
C ln O O O O Q 2!n tn 1n O tn
NQ �onm$ZZ�NmQQ�R
8 U N Q U Q R R 7'ci ? C tn 1tj 1N tn In 1tj
W O C�p7 `
i o' � � a �
c�c�v3��¢ .- .
vfZ�'
�
�
N - o 0 0� o o � o 0 0 o e
1 n O O p O O CL O O p N O
I f� N Q in tD I� Z oJ m O O �
���� a � t0 C? V Q? et Q In iA tn
� � �� ¢ �
N < 7 � Q �
I� C O Q a�i
c>��m� �¢
m ¢
a
�
o , o a000000000 0 �eo .00
�n N ln1n�(LCL � CLQ¢CC O N O�ZZ
� N m�� n Z Z 2 2 2 Z Z Z??��n
rn$ c _ vvvv �n�niciuivi
I �rj !� � Q d
N � tp �
i •YOQ�i
c� ^ yi � ,� j ¢
O
8
� z y + a� a� a� a� a� a� a� a� a� a� a� a�
nQ y 1A C �21ini1� tfi OC C C OO
Of N_ CQ p - �t0 CJ CtptD f�0� 0+00 N
�1 N 7 O+ 0� '7 C'7 C C C'7 1n 1n tti i0
� m � � � �� � � �� � ��
�y� C�c�U 2e2eJeDe2e2e2e2e2e I i
000000u>�noo
mmc��onnwoo
Sy�G eva.;v<ev,riui � t
r
N
t�a1 rn cV c7vtn hm rn0� Mv tn tDt�
� ����88888�888bbbbs'
Y N N N N N N N N N N(� N N N N N N
��
8i E. SEVEN7'H PLACE, S[iITE 100
SAINTPAttL,btN Si101-2ta3
6t2-223-3000 F.SX:612-2233002
��-�°`�
SPRINGSTED
Public Fvrmice Adviso�s
/
$17,500,000
CITY OF SAIlVT PAUL, MINNESOTA
GENERAL OBLIGATION CAPTTAL Il4IPROVEMEIVT BONDS, SERIES 1997A
(BOOK ENTRY ONLI�
A�'�� PIPER JAFFRAY INC.
NORWEST INVESTMENT SERVICES, INC.
FBS INVESTMENT SERVICES, INC.
MII�LER & SCHROEDER FINANCIAL, INC.
AND ASSOCIATES
SALE:
Moody's Rating: Aa2
Standazd & Poor's Rating: AA+
Fitch's Rating: AA+
Interest Net Interest True Interest
Bidder Rates Price oM Rate
PIPER JAFFRAY INC.
NORWEST INVESTMENT SERVICES, INC.
FBS INVESTMENT SERVICES, INC.
MILLER & SCHROEDER FINANCIAL, INC.
Iohn G. Kinnazd & Company
Incorporated
Juran & Moody, a division of Miller,
Johnson & Kuehn,Inc.
The GMS Group
Dougherty Dawkins, Inc.
Peterson Financial Corporation
March 26, 1997
3.85%
4.30 %
4.40 %
4.50 %
4.60%
4.70 %
4.75 �
4.85 %
5.00 %
1998
1999
2000
2001
2002
2003
2004
2005
2006-2007
$17,354,238.25 $5,008,885.71 4.94975'0
HUTCHINSON, SHOCKEY, ERLEY & 4.50% 1998 $17,408,826.50 $5,06Q258.92
COMPANY 4.75% 1999-2003
MORGAN KEEGAN & CO., INC. 4.80% 2004
Mesirow Financial Inc. 4.90% 2005
5.00% 2006
5.10% 2007
SAM7 PAUL. MN � M[NNE1PpLIS, MN � BROOKF[ELD, Wi � OVERLAND PARK. K$ � WqSHINGTON. DC � lOWA CITY, IA
C�S+I.�iT'fi
(Contmuzd)
Interest Net Interest True Interest
Bidder Rates
� r^ Rate
MERRILL LYNCH & CO.
Securities Corporation of Iowa
DAIN BOSWORTH INCORPORATED
PRUDENTIAL SECURITIES, INC.
ABN AMRO SECURITIES (USA) INC.
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
OPPENHEIMER & CO., INC.
PAINEWEBBERINCORPORATED
DEAN WIT`I'ER REYNOLDS
INCORPORATED
CRONIN & COMPANY, INCORPORATED
SMITH BARNEY
FIRST OF AMERICA SECURITIES
RAYMOND JAMES & ASSOCIATES
INTERSTATE/JOHNSON LANE CORP,
4.009 1998
4.50� 1999-2001
4.6090 2002
4.70`7 2003
4.80 % 2004
5.00% 2005-2007
4.50% 1998-2000
4.60% 2001
4.70 % 2002
5.00% 2003-2007
3.95 %
4.30 %
4.50 %
4.60 %
4.65 %
4.75 %
4.85 %
4.90 %
5.00 %
1998
1999
2000
2001
2002
2003
2004
2005
2006-2007
4.00�
430%
4.45 %
4.60 %
4.70%
4.80 %
4.90%
5.00 %
1998
1999
2000
2001
2002
2003
2004
2005-2007
4.00 % 1998
4.375 % 1999
4.75 % 2000
4.80% 2001
5.00 % 2002-2006
5.10% 2007
4.75 % 1998-2002
4.85 % 2003
4.90 % 2004
5.00 % 2005
5.10% 2006
5.125 � 2007
517,348,556.25
$17,415,525.50
$17,327,250.75
$17,347,955.50
$17,436,619.50
$17,398,150.00
55,056,214.58
�5,067,368.25
$5,078,182.58
$5,087,003.88
$5,107,284.15
$5,136,369.27
4.9988 9
4.9994 7
5.025190
5.0297 9
5.0354 �7
5.0718 9
(Continued)
Interest Net Interest True Interest
&idder Ratec Pri P (' t Rate
WILLIAM BLAIR & COMPANY
ROBERT W. BAIRD & COMPANY,
INCORPORATED
3.80 %
4.35 %
4.55 %
4.65 �
4.7590
4.80%
4.90 %
5.00 %
5.10%
�1� �� `�y
REOFFERING SCHEDULE OF THE PURCHASER
Rate
Yeaz
NRO
Paz
4.45 %
4.55 %
4.65 %
4.75 %
4.80%
4.90 %
Paz
5.10%
P '
3.85 %
4.30%
4.40%
4.50 %
4.60 %
4.70 %
4.75 %
4.85 %
5.00 %
5.00%
1998
1999
2000
2001
2002
2003
2004
2005-2006
2007
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
$17,325,162.00 $5,141,816.13 5.0879 9
BBI: 5.78 %
Average Maturity: 5.80 Yeazs
��
85 E. SEVENTH PLACE, SUITE 100
SAINTPAUL,AfN 5>'101-2143
612-223-3000 F.4X: 612-223-3002
(BOOK ENTRY ONLI�
SPRINGSTED
Pu6Bc Fmmue Advtsors
�
$2,450,000
AK'�� PIPER JAFFRAY INC.
NORWEST INVESTI��NT SERVICES, INC.
FBS INVESTII�NT SERVICES, INC.
MII,LER & SCHROEDER FINANCIAL, INC.
AND ASSOCIATES
SALE:
4.30 %
4.45 %
4.55 %
4.65%
4.75 %
4.80%
4.90%
5.00 %
5.10%
5.20%
Interest Net Interest True Interest
$idder Ra[ Price o Rate
PIPER JAFFRAY INC.
NORWEST INVESTMENT SERVICES, INC.
FBS INVESTMENT SERVICES, INC.
MILLER & SCHROEDER FINANCIAL, INC.
John G. Kinnazd & Company
Incorporated
Juran & Moody, a division of Miller,
Johnson & Kuehn,inc.
The GMS Group
Dougherry Dawkins, Inc.
Peterson Financial Corporauon
CRONIN & COMPANY, INCORPORATED
SMITH BARNEY
CiTY OF SAIlVT PAUL, hfINNESOTA
GENERAL OBLIGATION STREET IlIIPROVEbSENT SPECIAL ASSESSMENT BONDS, SERIES 1997B
SAIIYT PAUL. MN � MMNEAPOLIS. MN
4.00 %
430%
4.50%
4.60%
4.65 %
4.75 %
4.85 %
4.90 �
5.00 %
5.15 %
5.25 %
Mazch 26, 1997
1998-1999
2000
2001
2002
2003
2004
2005
2006-2007
2008
2009
1998
1999
2000
2001
2002
2003
2004
2005
2006-2007
2008
2009
$2,425,667.50
$2,425,735.50
�����
Moody's Rating: Aa2
Standard & Poor's Rating: AA+
Fitch's Rating: AA+
$1,018,172.08
$1,024,780.13
BROOKFIELD, WI � OVERLAND PARK, K$ � WASHINGTON, DC � IOWA CITY, IA
5.2181�/
5.24979
(Continued)
Interest Net Interest True Interest
Bidder Rates Price C'� a[e
DAIN BOSWORTH INCORPORqTED
PRUDENTIAL SECURITIES, INC.
ABN AMRO SECURITIES (USA) INC.
GRIFFIN, KUBIK, STEPHENS &
THOMPSON, INC.
OPPENHEIMER & CO., INC.
PAINEWEBBERINCORPORATED
DEAN WITTER REYNOLDS
INCORPORATED
RAYMOND JAMES & ASSOCIATES
WILLIAM BLAIR & COMPANY
ROBERT W. BAIRD & COMPANY,
INCORPORATED
4.50 %
4.60%
4.70%
4.80 %
4.909
5.00 °lo
5.109
5.25 %
4.00%
430%
4.60 %
4.75 %
4.80 %
4.90 %
5.00 %
5.10 %
5.20 %
5.25 %
5.30 %
3.80%
4.35 %
4.55 %
4.65 %
4.75 %
4.85 %
4.90 %
5.00 %
5.10%
5.20 %
5.25 %
5.35 %
1998-2000
2001
2002
2003
2004
2005-2006
2007-2008
2009
1998
1999
2000
2001
2002
2003
2004
2005-2006
2007
2008
2009
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
$2,428,288.00
$2,428,941.75
$2.425,512.75
REOFFERING SCHEDULE OF THE PURCHASER
�
430%
430%
4.45 %
4.55 %
4.65 %
4.75 %
4.80 %
4.90%
5.00 %
5.00%
5.10%
5.20 %
�
1998
1999
2000
2001
2002
2003
2004
20p5
2006
2007
2008
2009
�
NRO
Paz
Paz
Paz
Paz
Par
Paz
Paz
Paz
5.10%
S.IS%
5.25 %
51,026,435.96
$1,037,070.75
$1,043,820.58
5.2577 �7
5.3092 %
5.3458 %
BBI: 5.78%
Average Marurity: 8.00 Years
zo'd �eial
s
�
I
�
i4
�
�
�
�
�
�
��
`1YJ
�
�
�
�
�
�, �
�' �
� .•
^
�
�
�
�
�
�
.�
�
.�
. �.y
�
�
O
u
�
�
�
�
�
'
vJ
Q
. T
� � �
�
� (^ �
'1 �1 �
�1�-��`1
•ic�c� ?&� = a, - .�8 $., b:��� c o`:u bi � $�O
M'J RLY �0 ^ �OM V .Yt��� q�y � �Sm ~ NrapO�� ��� �
CV4`y V�O� AAY�F�09Y �V10�� 6 O��y�s,J `�'a 9 C'�'
�a3 >� ro�� a e.?� $� aQn e.� �2e ay
y n �'� a v o a5 0•' „ c
�•� _ 'u 3 �..� .�, v. o� e 'c rn . a ` e � V 4 t a ��. u s e n � 'u
�C�� }��O ri��.�. 4 �vs�V YYC�� G.Y'��p4MV � p%
O � .K � d s � �C Q ��� L O JI 9
�` s' �°u?4.fl_�Y�uu L'V c �vi L'w` ° � L
�>°cBR�' � p ��• »9ra� �96 �. ;°° �..�� ,�� �._�� ��_ ��
�y-°^O;�`CC,tiq3o��.�e�� a?���u�rn``Fp y � ? ��0� 9 �?� ; ��a� w _
E£y�u 9 +�"' �^ 3�o a�.�rnrob.9«$ 7 E'o � ._ a ° ..`..�. - �c ° Mc
�ouv�`eL�.°�a��.�3oW£�y��F`f��ir$a°ni���a �3'ee3s�oo o���o�Y`�,t
��`� BC�, �.. ocm a-.-}�aiu "°m � � Ba a n -'b = � ,a �
� e?mF { r ? `` � SoC�cb' { J i 5omu3�a�aQ�_>.2vu'��� 1�3T7oT,�.�"a ^�°y°`
i s � + { j � c '��DA c I"�NC � .:3FG }j 9�inu>t�Qm.� `'u a
`�VIGi� �rVILa� Di.Jj�Y•V�Il
Op � Y p0 N
� � C jC
Y �C.� JCp�
� y
Xi � � n Y p
e -3 ��
e a� g•-�
s �
� yt��
n � [$� 8Q
3 '��''`9��
., n
o v p e p r ��
� J il �6�'�
V
H � � p ~
�' �
oroF1"�+°. �
e3 x� 8�
,s�$�
a ��
� Y . �`
y j y
���,
S 9 �
a g
.�. u
� V r ' d
r :�
� y � ^ �
� �w d
'a �r�. �
�
=��a��3
sai �a � �
e am.3
f � �
�
=p:: a�a" '^�'�";
O h O
� a9 e M L�i6
= O O Op4�
+� JrJ' �.0�� ��
S�° '9 $ " 5 o�v J`
��'� �,^$9 a@.xY'
.B o }j & . °° p � > ` : �'C '
�`. ,
��o�� C �•6 s
e1 G� �p « f! a �3� ysN �
a��w BY�. Sy d uN� C'] �
x7x oa•�.. B °
x._s °
> a��;g��
'o � '..°«�.� �w �ia$
°����.�
Q
�����a
J
���� �"
,�,� '� g.� �
� �� ���
� ���
a ` i+�'9
8 y 3 ?+
�._:
�
R � �.
a �i,
x ��.�
�+ %'.t�
.q a � w w
� €�'^'
=
�°���
� `�
a8 5_
e$ a'e� ,c 3�s' g�' ��i�" �5 �
b'� �= e� � x���= ��s
�oaa„�,3 a•" u �`�� °^r
�?3a��"3:L"�� �A$Q;�„o=p�'�
+ur'°�gaY.� u � G�:�p
o'O+y���� u�g o�a. �
� o o �� C0. � a p a� �.���7 ^$
�._ a��O�it 03 �c� 8
�8 � � a `+� V P�a
. il
3°`tL �= ` �L�ga��s`�° g 5 C �9 ` ; ou
�<O T9 ����f/l L ? J�'y q���f.�j' C
4 �!'�C�nO Y�T� ��^��y ��