98-242ORlG1NAL
Councif File # 1 L� — a�-1 a.
��� � d — �'"f � �' � � Green Sheet # lo�i��Z
RESOLUTION P`�`S `' �3 , w, 3 c,
CITY OF SAINT PAUL, MINNESOTA
Presented By
Referted To
Committee: Date
ACCEPTING PROPOSAL ON SALE OF
$15,000,000 GENER.AL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 1998C,
PROVIDING FOR THEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
6 WHEREAS, the Director, O£fice of Financial Services,
7 has presented proposals received for the sale of $15,000,000
8 General Obligation Capital Improvement Bonds, Serie's 1998C (the
9 "Bonds"), of the City of Saint Paul, Minnesota ithe "City"); and
10 WfiEREAS, the proposals set forth on Exhibit A attached
11 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 advised this Council that the proposal of
16 �61\\ , RN�i2C1 =s^�rpara�--� was found to be the most
17 advantageous and 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
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WHEREAS, the City has heretofore issued registered
obligations in certificated form, and incurs substantial costs
associated with their printing and issuance, and substantial
continuing transaction costs relating ta their payment, transfer
and exchange; and
WHEREAS, the City has determined that significant
savings in transaction costs wi11 result from issuing bonds in
"global book-entry form", by which bonds are issued in
certificated form in large denominations, registered on the books
of the City in the name of a depository or its nominee, and held
in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities
clearance and settlement system (the "National System") registers
transfers of ownership interests in the bonds by making
computerized book entries on its own books and distributes
payments on the bonds to its Participants shown on its books as
the owners of such interests; and such Participants and other
banks, brokers and dealers participating in the National System
will do likewise (not as agents of the City) i£ not the
beneficial owners of the bonds; and
WHEREAS, "Participants" means those financial insti=
tutions for whom the Depository effects book-entry transfers and
pledges of securities deposited and immobilized with the
Depository; and
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 o£ 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
(eaeh a"Global Certificate"), which single certificate per
maturity may be transferred on the City�s bond register as
required by the Uniform Commercial Code, but not exchanged
smaller denominations unless the City determines to issue
Replacement Bonds as provided below; and
date
for
41 WHEREAS, the City will be able to replace the
42 Depository or under certain circumstances to abandon the "global
43 book-entry form" by permitting the Global Certificates to be
44 exchanged for smaller denominations typical of ordinary bonds
45 registered on the City's bond register; and "Replacement Bonds"
46 means the certificates representing Che Bonds so authenticated
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1 and delivered by the Bond Registrar pursuant to paragraphs 6 and
2 12 hereof; and
3 WHEREAS, "HOlder" as used herein means the person in
a whose name a Bond is registered on the registration books of the
5 City maintained by the registrar appointed as provided in
6 paragraph S(the '�Bond Registrar"); and
7 WHEREAS, Rule 15c2-12 of the Securities and Exchange
8 Commission prohibits "participating underwriters" from purchasing
9 or selling the Bonds unless the City undertakes to provide
SO certain continuing disclosure with respect to the Bonds; and
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• WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(4), 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
18 WHEREAS, proposals for the Bonds have been solicited by
19 Springsted Incorporated pursuant to an Official Statement and
20 Terms of Proposal therein:
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NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
1. Acceptance of Proposal. The proposal of ABN-AMRO
Incorporated (the "Purchaser") to purchase $15,000,000 General
Obligation Capital Improvement Bonds, Series 1998C, of the City
(the "Bonds", or individually a"BOnd"), in accordance with the
Terms of Proposal for the bond sale, at the rates of interest set
forth hereinafter, and to pay for the Bonds the sum o£
$14,965,455.00, plus interest accrued to settlement, is hereby
found, determined and declared to be the most favorable propasal
received and is hereby accepted, and the Bonds are hereby awarded
to the Purchaser. 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.
2. Tit1e• Oriainal Issue Date: Denominations;
Maturities. The Bonds shall be titled "General Obligation
Capital Improvement Bonds, Series 1998C", shall be dated April 1,
1998, as the date of original issue and shall be issued forthwith
on or after such date as fully registered bonds. The Bonds shall
be numbered from R-1 upward. Global Certificates sha11 each be
in the denomination of the entire principal amount maturing on a
single date, or, if a portion of said principal amount is
prepaid, said principal amount less the prepayment. Replacement
Bonds, if issued as provided in paragraph 6, shall be in the
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1 denomination of $5,000 each or in any integral multiple thereof
2 of a single maturity. The Bonds shall mature on April 1 in the
3 years and amounts as follows:
4 Year Amount Year Amount
Fy
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1999 $1,300,Q00
2000 1,300,000
2001 1,350,000
2002 1,400,000
2003 1,450,000
2004 $1,525,000
2005 1,575,000
2006 1,625,000
2Q07 1,7Q0,000
2008 1,775,000
3. Purgose. The Bonds shall provide funds for the
construction of the capital improvements in the City's 1998
cagital 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.
4. Interest. The Bonds shall bear interest payable
semiannually on April 1 and October 1 of each year (each, an
"Interest Payment Date"), commencing Apri1 1, 1999, calculated on
the basis of a 360-day year of twelve 30-day months, at the
respective rates per annum set forth opposite the maturity years
as follows:
Maturity Year Interest Rate Maturitv Year Interest Rate
2004
2005
2006
2007
2008
4.25%
4.35
4.40
4.40
4.50
28 1999 4.25%
29 2000 4.25
30 20�1 4.25
31 2002 4.25
32 2003 4.25
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5. Descri�rion of the Global Certificates and Global
Book-Entry System. Upon their original issuance the Bonds will
be issued in the form of a single Global Certificate for each
maturity, deposiCed with the Depository by the Purchaser and
immobilized as provided in paragraph 6. No beneficial owners of
interests in the Bonds will receive certificates representing
their respective interests in the Bonds except as provided in
paragraph 6. Except as so provided, during the term of the
Bonds, beneficial ownership (and subsequent transfers of
beneficial ownership) of interests in the Global Certificates
wi11 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
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book entries of beneficial ownership interests are authorized to
be in increments of $S,QO� of principal of the Sonds, but not
smaller increments, despite the larger authorized denominations
of the G1oba1 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 wi11 receive and forward payments on behalf of
the beneficial owners of the Global CertiPicates.
Payment of principal of, premium, if any, and interest on a
Global Certificate may in the City's discretion be macle by such
other method of transferring funds as may be requested by the
Holder of a Global Certificate.
6.
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:
(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
or any substitute depository must be both a"clearing
corporation" as defined in the Minnesota Uniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a
qualified and registered "clearing agency" as provided in
Section 17A of the Securities Exchange Act of 1934, as
amended,
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1 (iii? To a substitute depository designated by and
2 acceptable to the City upon (a) the determination by the
3 Depository that the Bonds shall no longer be eligible for
4 its depository services or (b) a determination by the Cit�
5 that the Depository is no longer able to carry out its
6 functions, provided that any substitute depository must be
7 qualified to act as such, as provided in clause (ii) of this
8 subparagraph, or
9 (iv) To those persons to whom transfer is requested
10 in written transfer instructions in the event that:
11 (a) the Depository shall resign or discontinue
12 its services for the Bonds and the City is unable to
13 locate a substitute depository within two (2? months
14 following the resignation or determination of non-
15 eligibility, or
16 (b) upon a determination by the City in its sole
17 discretion that (1) the continuation of the book-entry
18 system described herein, which precludes the issuance
19 of certificates (other than Global Certificates) to any
20 Aolder other than the Depository (or its nominee),
21 might adversely affect Che interest o£ the beneficial
22 owners of the Bonds, or (2) that it is in the best
23 interest of the beneficial owners of the Bonds that
24 they be able to obtain certificated bonds,
25 in either of which events the City shall notify Holders of
26 its determination and of the availability of certificates
27 (the "Replacement Bonds") to Holders requesting the same and
28 the registration, transfer and exchange of such Bonds will
29 be conducted as provided in paragraphs 9B and 12 hereof.
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In the event of a succession of the Depository as may
be authorized by this paragraph, the Bond Registrar upon
presentation of Global Certificates sha11 register their transfer
to the substitute or successor depository, and the substitute or
successor depository sha11 be treated as the Depository for all
purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor
depository unless the City and the substitute or successor
depository so agree, and a similar agreement may be entered into.
7. Redemption.
40 (a) O_ptional Redemption; Due Date. All Bonds maturing
41 after April 1, 2006, shall be subject to redemption and
�2 prepayment at the option of the City on such date and on any day
�3 thereafter at a price of par plus accrued interest. Redemption
64 may be in whole or in part of Che Bonds subject ta prepayment.
5 If redemption is in part, those Bonds remaining unpaid may be
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prepaid in such order of maturity and in such amount per maturity
as the City shall determine; and if only part of the Sonds having
a common maturity date are called for prepayment, the G1oba1
Certificates may be prepaid in $5,000 increments of principal
and, if applicable, the speci£ic Replacement Bonds to be prepaid
shall be chosen by lot b� the Bond Registrar. Bonds or portions
thereof called for redemption shall be due and payable on the
redemption date, and interest thereon shall cease to accrue from
and after the redemption date.
(b) Notation on G1oba1 Certificate. Upon a reduction in
the aggregate principal amount of a Global Certificate, the
Holder may make a notation of such redemption on the panel
provided on the Global Certificate stating the amount so
redeemed, or may return the Global Certificate to the Bond
Registrar in exchange for a new Global Certificate authenticated
by the Bond Registrar, in proper principal amount. Such
notation, if made by the Holder, shall be for reference only, and
may not be relied upon by any oCher person as being in any way
determinative of the principal amount of such Global Certificate
outstanding, unless the Bond Registrar has signed the appropriate
column of tl panel.
(c) Selection of Re�lacement Bonds. To effect a partial
redemption of Replacement Bonds having a common maturity date,
the Bond Registrar prior to giving notice of redemption shall
assign to each Replacement Bond having a common maturity date a
distinctive number for each $5,000 of the principal amount of
such Replacement Bond. The Bond Registrar shall then select by
lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Replacement
Bonds, as many numbers as, at $5,000 for each number, shall equal
the principal amount of such Replacement Bonds to be redeemed.
The Replacement Bonds to be redeemed shall.be the Replacement
Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of each such
Replacement Bond of a denomination of more than $5,000 shall be
redeemed as shall equal $5,000 for each number assigned to it and
so selected.
(d) Partial Redemption of Re,placement Bonds. If a
Replacement Bond is to be redeemed only in part, ie shall be
surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the City and Bond Registrar duly executed by the
Halder thereof or his, her or its attorney fluly 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
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principal amount equal to and in exchange for the unredeemed
portion of the principal of the Bond so surrendered.
(e} Request for Redemption. The Bond Registrar shall call
Bonds for redemption and payment as herein provided upon receipt
by the Bond Registrar at least forty-five (45) days prior to the
redemption date of a request of the City, in written form if the
Bond Registrar is other than a City officer. Such request shall
specify the principal amount of Bonds to be called for redemption
and the redemgtion date.
(f) Notice. Mailed notice of redemption shall be given to
the paying agent (if other than a City officer) and to each
affected Holder. If and when the City shall call any of the
Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the name
of the City of its intention to redeem and pay such Bonds at the
office of the Bond Registrar. Notice o£ redemption shall be
given by first class mail, postage prepaid, mailed not less than
thirty (30? days prior to the redemption date, to each Holder of
Bonds to be redeemed, at the address appearing in the Bond
Register. All notices of redemption ahall state:
(i) The redemption date;
(ii) The redemption price;
23 (iii? If less than all outstanding Bonds are to be
24 redeemed, the identification (and, in the case of partial
25 redemption, the respective principal amounts) of the Bonds
26 to be redeemed;
27 (iv) That on the redemption date, the redemgtion price
28 will become due and payable upon each such Bond, and that
29 interest thereon shall cease to accrue from and after said
30 date; and
31 (v? The place where such Bonds are to be surrendered
32 for payment of the redemption price Swhich shall be the
33 office of the Bond Registrar?.
34 (g) Notice to Depository. Notices to The Depository Trust
35 Company or its nominee shall contain the CUSIP numbers of the
36 Bonds. If there are any Aolders of the Bonds other than the
i7 Depository or its nominee, the Bond Registrar shall use its best
�8 efforts to deliver any such notice to the Depository on the
9 business day next preceding the date of mailing of such notice to
0 all other Aolders.
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8. Bond Registrar. 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. Prinaipal 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 of bond may
contain such additional or different terms and provisions as to
the form of payment, record date, notices and other matters as
are consistent with the Letter of Representations and approved by
the City Attorney.
A. Global Certificates. The Global Certificates,
together with the Certificate of Registration, the Register of
Partial Payments, the form of Assignment and the registration
information thereon, shall be in substantially the following form
and may be typewritten rather than printed:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
5 R-
6 GENERAL OBLIGATION CAPITAL IMPROVEMENT
� BOND, SERIES 1998C
8 INTEREST MATURITY
9 RATE DATE
10 April 1,
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REGISTERED OWNER:
DATE OF
ORIGINAL ISSUE
April 1, 1998
$
CUSIP
PRINCIPAL AMOUNT: DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey County, Minnesota (the "ISSUer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate
of regiatration 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 April 1
and October 1 of each year (each, an "Interest Payment Date"),
commencing April 1, 1999, 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 gremium, 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 Chan 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 Che Bond to the Bond Registrar in exchange for a new Bond
in the proper principal amount. Such notation, if made by the
Holder, shall be for reference only, and may not be relied upon
by any other person as being in any way determinative of the
principal amount of this Bond outstanding, unless the Bond
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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 fi£teenth 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 2:30 p.m.,
Eastern time; and principal and premium payments shall be
received by the Holder no later than 2:30 p.m., Eastern time, if
the Bond is surrendered for payment enough in advance to permit
payment to be made by such time. Any interest not so timely paid
shall cease to be payable to the person who is the Holder hereof
as of the Regular Record Date, and shall be payable to the person
who is the Iiolder 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.
23 Date of Pa�ment Not Business Dav. If the date for
24 payment of the principal of, premium, if any, or interest on this
25 Bond shall be a Saturday, Sunday, legal holiday or a day on which
26 banking institutions in the City of New York, New York, or the
27 city where the principal office of the Bond Registrar is located
28 are authorized by law or executive order to close, then the date
29 for such payment shall be the next-succeeding day which is not a
30 Saturday, Sunday, legal holiday or a day on which such banking
31 institutions are authorized to close, and payment on such date
32 shall have the same force and effect as if made on the nominal
33 date of payment.
34 Redemption. All Bonds of this issue (the "Bonds")
35 maturing after April 1, 2006, are subject to redemption and
36 prepayment at the option of the Issuer on such date and on any
37 day thereafter at a price of par plus accrued interest.
38 Redemption may be in whole or in part of the Bonds subject to
39 prepayment. If redemption is in part, those Bonds remaining
40 unpaid may be prepaid in such order of maturity and in such
41 amount per maturity as the City shall determine; and if only part
42 of the Bonds having a common maturity date are called for
43 prepayment, this Bond may be prepaid in $5,000 increments of
44 principal. Bonds or portions thereof called for redemption shall
45 be due and payable on the redemption date, and interest thereon
46 sha11 cease to accrue from and after the redemption date.
47 Notice of Redemption. Mailed notice of redemption
48 shall be given to the paying agent (if other than a City officer)
49 and to each affected Holder of the Bonds. In the event any of
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1 the Bonds are called for redemption, written notice thereof will
2 be given by first class mail mailed not less than thirty (30)
3 days prior to the redemption date to each Holder of Bonds to be
4 redeemed. In connection with any such notice, the "CUSIP"
5 numbers assigned �o the Bonds shall be used.
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Reolacement or Notation of Bonds after Partial
Redemption. Upon a partial redemption of this Bond which results
in the stated amount hereof being reduced, the Holder may in its
discretion make a notation on the panel provided herein of such
redemption, stating the amount 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) ancl the Issuer
shall execute (if necessary? and the Bond Registrar shall
authenticate and deliver to the FIolder of such Bond, without
service charge, a new Bond of the same series having the same
stated maturity and interest rate and of the authorized
denomination in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
Issuance; Purpose: General Obligation. This Bond is
one of an issue in the total principal amount of $15,000,000, 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 April 1,
1998 (the "Resolution"l, for the purpose of providing money to
finance Che 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 o£ the Issuer have been and are hereby
irrevocably pledged.
45 Denominations� Exchanqe• Resolution. The Bonds are
46 issuable originally only as Global Certificates in the
47 denomination of the entire principal amount of the issue maturing
48 on a single date, or, if a portion of said principal is prepaid,
49 said principal amount less the prepayment. Global Certificates
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are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in
exchange for Replacement Bonds if then available. Replacement
Bonds, if made available as provided below, are issuable solely
as fully registered bonds in the denominations of $5,000 and
integral multiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
10 and subject to the limitations provided in the Resolution.
11 Reference is hereby made to the Resolution for a description of
12 the rights and duties of the Bond Registrar. Copies of the
13 Resolution are on file in the principal office of the Bond
14 Registrar.
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Replacement Bonds. Replacement Bonds may be issued by
the Issuer in the event that:
(a) the Depository sha11 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
benefioial owners of the Bonds that they be able to obtain
certificated bonds.
Transfer. This Bond shall be registered in the name of
the payee on the books of the Issuer by presenting this Bond for
registration to the Bond Registrar, who will endorse his, her or
its name and note the date of registration opposite the name of
the payee in the aerCifiaate of registration attached hereto.
Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal
representatives, and the Issuer and Bond Registrar may treat the
Holder as the person exclusively entitled to exercise all the
rights and powers of an owner until this Bond is presented with
such assignment for registration of transfer, accompanied by
assurance of the nature provided by law that the assignment is
genuine and effective, and until such transfer is registered on
said books and noted hereon by the Bond Registrar, all subject to
[he terms and conditions provided in the Resolution and to
reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar. Transfer of this Bond
may, at the direction and expense of the Issuer, be subject to
szosa�.z 13
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1 certain other restrictions if required to qualify this Bond as
2 being "in registered form" within the meaning of Section 149(a)
3 of the federal Internal Revenue Code of 1986, as amended.
4 Bees upon Transfer or Loss. The Bond Registrar may
5 require payment of a sum sufficient to cover any tax or other
6 governmental charge payable in connection with the transfer or
7 exchange of this Bond and any legal or unusual costs regarding
8 transfers and lost Bonds.
9 Treatment of Rec�istered Owner. The Issuer and Bond
10 Registrar may treat the person in whose name this Bond is
11 registered as the owner hereof for the purpose of receiving
12 payment as herein provided (except as otherwise provided with
13 respect to the Record Date) and for all other purposes, whether
14 or not this Bond shall be overdue, and neither the Issuer nor the
15 Bond Registrar shall be affected by notice to the contrary.
16 Authentication. This Bond shall not be valid or become
17 obligatory for any purpose or be entitled to any security unless
18 the Certificate of Authentication hereon shall have been executed
19 by the Bond Registrar.
20 Not Oualified Tax-Exempt Obligations. The Bonds have
21 not been designated by the Issuer as "qualified tax-exempt
22 obligations" for purposes of Section 265(b)(3) of the federal
23 Internal Revenue Code of 1986, as amended. The Bonds do not
24 qualify for such designation.
szosa�.z 14
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9
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IT IS HEREBY CERTIFIED AND RECITED that all acts,
conditions and things required by the Constitution and laws of
the State of Minnesota and the Charter of the Issuer to be done,
to happen and to be performed, precedent to and in the issuance
of this Bond, have been done, have happened and have been
performed, in regular and due form, time and manner as required
by law, and that this Bond, together with all other debts of the
Issuer outstanding on the date of original issue hereof and on
the date of its issuance and delivery to the original purchaser,
does not exceed any constitutional or statutory or Charter
limitation of indebtedness.
12 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
13 County, Minnesota, by its City Council has caused this Bond to be
14 executed on its behalf by the photocopied facsimile signature of
15 its Mayor, attested by the photocopied facsimile signature of its
16 Clerk, and countersigned by the photocopied facsimile signature
17 of its Director, Office of Financial Services, the official seal
18 having been omitted as permitted by law.
9zasa�.z 15
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2
3
4
Date of Registration:
5 HOND RBGTSTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
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15 Bond Registrar
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By
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
21 General Obligation Capital Improvement Bond, Series 1998C, No.
22 R- .
920587.2
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CERTIFSCATE 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
1ega1 representative last noted below.
DATE OF
REGISTRATION
REGISTERED OWNER
SIGNATURE OF
BOND REGISTRAR
920587.2
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REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the
dates and in the amounts noted below:
Signature of Signature of
Da e Amount Bondholder Bond Reaistrar
If a notation is made on this register, such notation has the
effect stated in the attached Bond. Partial payments do not
require the presentation of the attached Bond to the Bond
Registrar, and a Holder could fail to note the partial payment
here.
920587.2
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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 iITMA - 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.
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ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto
the attached Bond and does
hereby irrevocably constitute and appoint
attorney to transfer the Bond on the
books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the name
as it appears upon the face of the
attached Bond in every particular,
without alteration or any change
whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges or any other '�Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this
Bond unless the in£ormation concerning the transferee requested
below is provided.
Name and Address:
(Include information for all joint
owners if the Bond is held by joint
account.)
920587.2
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1 B. ReDlacement 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 o£ a Global Certificate not previously
6 exchanged for Replacement Bonds) the Bond Registrar shall deliver
7 a certificate in the form of the Replacement Bond rather than the
8 Global Certificate, but the Aolder of a G1oba1 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 Registrar's Certificate
15 of Authentication, the form of Assignment and the registration
16 information thereon, shall be in substantially the following
17 form:
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1 UNITED STATES OF AMERICA
2 STATE OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAINT PAUL
5 R-
6 GENERAL OBLIGATION CAPITAL IMPROVEMENT
7 BOND, SERIES 1998C
8 INTEREST
9 RATE
iSi]
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REGISTERED OWNER:
PRINCIPAL AMOUNT:
KNOW ALL
Saint Paul, Ramsey
certifies that it
MATURITY DATE OF
DATE ORIGINAL ISSUE
CUSIP
DOLLARS
PERSONS BY THESE PRESENTS that the City of
County, Minnesota (the "Issuer" or "City"),
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 April 1 and October 1 of each year (each, an
"Interest Payment Date"), commencing April 1, 1999, 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 reaent 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
the close of business on a date (the "Special Record Date") fixed
by the Bond Registrar whenever money becomes available for
April 1, 1998
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1 payment of the defaulted interest. Notice of the Special Record
2 Date sha11 be given to Bondholders not less than ten days prior
3 to the Special Record Date. The principal of and premium, if
4 any, and interest on this Bond are payable in lawful money of the
5 United States of America.
6 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
7 TAIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SF3ALL
8 FOR ALL PURPOSES FiAVE THE SAME EFFECT AS IF SET FORTH HERE.
9 IT IS HEREBY CERTIFIED AND RECITED that all acts,
10 condiCions and things required by the Constitution and laws of
11 the State of Minnesota and the Charter of the Issuer to be done,
12 to happen and to be performed, precedent to and in the issuance
13 of this Bond, have been done, have happened and have been
14 performed, in regular and due form, time and manner as required
15 by law, and that this Bond, together with all other debts of the
16 Issuer outstanding on the date of original issue hereof and on
17 the date of its issuance and delivery to the original purchaser,
18 does not exceed any constitutional or statutory or Charter
19 limitation of indebtedness.
20 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
21 County, Minnesota, by its City Council has caused this Bond to be
22 executed on its behalf by the original or facsimile signature of
23 its Mayor, attested by the original or facsimile signature of its
24 Clerk, and countersigned by the original or facsimile signature
25 of its Director, Office of Financial Services, the official seal
26 having been omitted as permitted by law.
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4
Date of Registration:
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTFIENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
12
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14 ,
15 Bond Registrar
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19
By
Authorized Signature
Registrable by:
Payable at: _
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
e
920587.2
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ON REVERSE OF BOND
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Date of Payment Not Business Dav. If the date for
payment of the principal of, premium, if any, or interest on this
Sond shall be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of New York, New York, or the
city where the principal office of the Bond Registrar is located
are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal
date of payment.
Redem�tion. All Bonds of this issue (the "Bonds")
maturing after April 1, 2006, 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 part
of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by
lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and
interest thereon shall cease to accrue from and after the
redemption date.
Notice of Redemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Holder of the Bonds. 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 8onds 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 to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amounC o£
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
920587.2
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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: Purpose: General Obliaation. This Bond is
one of an issue in the total principal amount of $15,000,000, 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 April 1,
1998 (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 to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
Denominations; Exchanae: Resolut�.on. The Bonds are
issuable solely as £ully registered bonds in the denominations of
$5,000 and integral multiples thereaf 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.
Transfer. This Bond is transferable by the Holder in
person or by his, her or its attorney duly authorized in writing
at the principal office of the Bond Registrar upon presentation
and surrender hereof to the Bond Registrar, all subject to the
terms and conditions provided in the Resolution and_to reasonable
regulations of the Issuer contained in any agreement with, or
notice to, the Bond Registrar. Thereupon the Issuer sha11
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1 execute and the Bond Registrar shall authenticate and deliver, in
2 exchange for this Bond, one or more new fully registered Bonds in
3 the name of the transferee (but not registered in blank or to
4 "bearer" or similar designation), of an authorized denomination
5 or denominations, in aggregate principal amount equal to the
6 principal amount of this Bond, of the same maturity and bearing
7 interest at the same rate.
8 Fees upon Transfer or Loss. The Bond Registrar may
9 require payment of a sum sufficient to cover any tax or other
10 governmental charge payable in connection with the transfer or
11 exchange of this Bond and any legal or unusual costs regarding
12 transfers and lost Bonds.
13 Treatment of Reqistered Owner. The Issuer and Bond
14 Registrar may treat the person in whose name this Bond is
15 registered as the owner hereof for the purpose of receiving
16 payment as herein provided (except as otherwise provided on the
17 reverse side hereof with respect to the Record Date1 and for all
18 other purposes, whether or not this Bond shall be overdue, and
19 neither the Issuer nor the Bond Registrar shall be affected by
20 notice to the contrary.
21 Authentication. This Bond shall not be valid or become
22 obligatory for any purpose or be entitled to any security unless
23 the Certificate of Authentication hereon shall have been executed
24 by the Bond Registrar.
25 Not Oualified Tax-Exempt Obliaations. The Bonds have
26 no been designated by the Issuer as "qualified tax-exempt
27 obligations" for purposes of Section 265(b)(3) of the federal
28 Internal Revenue Code of 1986, as amended. The Bonds do not
29 qualify for such designation.
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1
ABBREVIATIONS
2 The following abbreviations, when used in the
3 inscription on the face of this Bond, shall be construed as
4 though they were written out in full according to applicable laws
5 or regulations:
6 TEN COM - as tenants in common
7 TEN ENT - as tenants by the entireties
8 JT TEN - as joint tenants with right of survivorship
9 and not as tenants in common
10 UTMA - as custodian for
11 (Cust) (Minor)
12 under the Unifoi'm Transfers to Minors Act
13 (State)
14 Additional abbreviations may also be used
15 though not in the above list.
szosa�.a 2 8
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1
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
11 assignmenC 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" as defined in 17 CFR 240.17Ad-15(a)(2).
21 The Bond Registrar will not effeot transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
25
26
27 (Include information for all joint owners
28 if the Bond is held by joint account.)
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10. Execution. The Bonds shall be executed on behalf
of the City by the signaCUres of its Mayor, Clerk and Director,
pffice of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City;
provided, however, that the seal of the City may be a printed or
photocopied facsimile; and provided further that any of such
signatures may be printed or photocopied facsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of any
such officer, the Bonds may be signed hy 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 sha11
cease to be such officer before the delivery of the Bonds, such
signature or facsimile shall nevertheless be valid and suf£icient
for all purposes, the same as if he or she had remained in office
until delivery.
11. Authentication• Date of Reqistration. 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 sha11 authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated. For purposes of delivering the original Global
Certificates to the Purchaser, the Bond Registrar shall insert as
the date of registration the date of original issue, which date
is April 1, 1998. 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• Exchanc,�e. The City will
cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to such reasonaHle regulations as
the Bond Registrar may prescribe, the Bond Registrar shall
provide for the registration of Bonds and the regis�ration of
transfers of Bonds entitled to be registered or transferred as
herein provided.
42 A G1oba1 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
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on the Global Certificate. Thereafter a G1oba1 Certificate may
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 o£ 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 Co 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.
14 Transfer of a G1oba1 Certificate may, at the direction
15 and expense of the City, be subject to other restrictions if
16 required to qualify the Global Certificates as being "in
17 registered form" within the meaning of Section 149(a1 of the
18 federal Internal Revenue Code of 1986, as amended.
19 If a Global Certificate is to be exchanged for one or
20 more Replacement Bonds, all of the principal amount of the Global
21 Certificate shall be so exchanged.
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25
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32
Upon surrender for transfer of any Replacement Bond at
the principal o£fice 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.
33 At the option of the Holder o£ a Replacement Bond,
34 Replacement Bonds may be exchanged for Replacement Bonds of any
35 authorized denomination or denominations of a like aggregate
36 principal amount and sCated maturity, upon surrender of the
37 Replacement Bonds to be exchanged at the principal office of the
38 Bond Registrar. Whenever any Replacement Bonds are so
39 surrendered for exchange, the City shall execute (if necessary),
40 and the Bond Registrar shall authenticate, inserC the date of
41 registration of, and deliver the Replacement Bonds which the
42 Holder making the exchange is entitled to receive. Global
43 Certificates may not be exchanged for Global Certificates of
44 smaller denominations.
szoss�.s 3 1
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1 All Bonds surrendered upon any exchange
2 provided for in this resolution shall be promptly
3 the Bond Registrar and thereafter disposed of as
4 City.
or transfer
cancelled by
directed by the
5 All Bonds delivered in exchange for or upon transfer of
6 Bonds shall be valid general obligations of the City evidencing
7 the same debt, and entitled to the same benefits under this
8 resolution, as the Bonds surrendered for such exchange or
9 transfer.
10 Every Bond presented or surrendered for transfer or
11 exchange shall be duly endorsed or be accompanied by a written
12 instrument of transfer, in form satisfactory to the Bond
13 Registrar, duly executed by the Holder thereof or his, her or its
14 attorney duly authorized in writing. -
15 The Bond Registrar may require payment 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 to close its transfer books between record
23 dates and payment dates.
24 13. Riqhts Upon Transfer or Exchanae. 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.
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14. Interest Payment: Re�ord Date. InteYest on any
Global Certificate shall be paid as provided in the first
paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to
the person in whose name the Bond is registered (the "Holder") on
the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at
the close of business on the fifteenth (15th) day of the calendar
month preceding such InteresC Payment Date (the "Regular Record
Date"). Any such interest not so timely paid sha11 cease to be
payable to the person who is the Iiolder 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
szosa7.z 3 2
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1 Special
2 Holders
3 Date.
Record Date shall be given by the Bond Registrar to the
not less than ten (10) days prior to the Special Record
4 15. Holders: Treatment of Registered Owner: Consent of
5 Holders.
6 (A) For Che purposes of all actions, consents and other
7 matters affecting Holders of the Bonds, other than payments,
8 redemptions, and purchases, the City may {but shall not be
9 obligated to) treat as the Holder of a Bond the beneficial owner
10 of the Bond instead of the person in whose name the Bond is
11 registered. For that purpose, the City may ascertain the
12 identity of the beneficial owner of the Bond by such means as the
13 Bond Registrar in its sole discretion deems appropriate,
14 including but not limited to a certificate from the person in
15 whose name the Bond is registered identifying such beneficial
16 owner.
17 (B) The City and Bond Registrar may treat the person in
18 whose name any Bond is registered as the owner of such Bond for
19 the purpose of receiving payment of principal of and premium, if
20 any, and interest (subject to the payment provisions in paragraph
21 14 above} on, such Bond and for all other purposes whatsoever
22 whether or not such Bond shall be overdue, and neither the City
23 nor the Bond Registrar shall be affected by notice to the
24 contrary.
25 (C) Any consent, request, direction, approval, objection or
26 other instrument to be signed and executed by the Holders may be
27 in any number of concurrent writings of similar tenor and must be
28 signed or executed by such Holders in person or by agent
29 appointed in writing. Proof of the execution of any such
30 consent, request, direction, approval, objection or other
31 instrument or of the writing appointing any such agent and o£ the
32 ownership of Bonds, if made in the following manner, shall be
33 sufficient for any of the purposes of this resolution, and shall
34 be conclusive in favor of the City with regard to any action
35 taken by it under such request or other instrument, namely:
36
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38
39
40
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42
920587.2
(1) The fact and date of the execution by any person
of any such writinq 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.
33
a�$-aaa
1 (2) Subject to the provisions of 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• Application of Proceeds. The Global
7 Certi£icates 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
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17
18
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17. Fund and Account. There is hereby created a
special account to be designated the "Capital Improvement Bonds
of 1998C 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 for the Bonda in excess of $14,850,0�0. From the
Account there shall be paid all costs and expenses of
making the Improvements, including the cost of any
construction contraats heretofore let and all other
costs incurred and to be inourred 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 alsb 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 i£ 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
inatituted 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.
920587.2
34
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(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 for 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 $14,85�,00o; (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.
Said special account created in the Fund shall be used
solely to pay the principal and interest and any premiums £or
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 Chan
$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
therefrom) in excess of amounts which under then-applicable
federal arbitrage regulations may be invested without regard as
to yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into 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 Che Account or the Fund shall
not be invested in obligations or deposits issued by, guaranteed
by or insured by Che United States or any agency or instrumen-
tality thereof if and to the extent that such investment would
cause the Bonds to be "federally guaranteed" within the meaning
of Section 149(b) of the federal Internal Revenue Code of 1986,
as amended (the "Code").
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18. Tax Lew • Coveracre 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 sha11 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
Lew
Year of Tax
Collection
Amount
1997`
1998
1999
2000
2001
2002
2003
2�Q4
2005
2006
1998`
1999
2000
2001
2002
2003
2004
2005
2006
20Q7
$2,045,925
1,987,913
1,9$2,400
1,974,657
1,964,682
1,978,725
1,963,172
1,943,734
1,947,409
1,947,619
' heretofore levied or pzovided £rom other available City funcls
The tax levies are such that if collected in full they,
together with estimated collections oE any other revenues herein
pledged for the payment of the Bonds, will produce at least five
percent i5%) in excess of the amount needed to meet when due the
principal and interest payments on the Bonds. The tax levies
shall be irrepealable so long as any of the Bonds are outetanding
and unpaid, provided that the City reserves the right and power
to reduce the levies in the manner and to the extent permitted by
Minnesota Statutes, Section 475.61, Subdivision 3.
19. General Obligation Pledae. For the prompt and
full payment of the principal and interest on the Bonds, as the
same respectively become due, the £ull faith, credit and taxing
powers o£ the City shall be and are hereby irrevocably pledged.
If the balance in the Fund (as defined in paragraph 17 hereof) is
ever insufficient to pay all principal and interest then due on
the Bonds payable therefrom, the deficiency shall be promptly
paid out of any other funds of the City which are available for
such purpose, including the general fund of the City, and such
other funds may be reimbursed with or without interest from the
Fund when a sufficient balance is available therein.
20. Certificate of Reaistration. 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
certi£icate that the Bonds have been entered in the County
920567.2 3 6
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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 of 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. -
22. Neaative Covenants as to Use of Proceeds and
Improvements. The City hereby covenants not to use the proceeds
of the Bonds or to use the Improvements, or to cause or permit
them to be used, or to enter into any deferred payment arrange-
ments for the cost of the Improvements, in such a manner as to
cause the Bonds to be "private activity bonds" within the meaning
of Sections 103 and 141 through 150 of the Code. The City
reasonably expects that no actions will be taken over the term of
the Bonds that would cause them to be private activity bonds, and
the average term of the Bonds is not longer than reasonably
necessary for the governmental purpose of the issue. The City
hereby covenants not to use the proceeds of the Bonds in such a
manner as to cause the Bonds to be "hedge bonds" within the
meaning of Section 149(g) of the Code.
23. Tax-Exempt Status oi the Bonas• xenate: �sections.
The City shall comply with requirements necessary under the Code
to establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Bonds, including
without limitation requirements relating to temporary periods for
investments, limitations on amounts invested at a yield greater
than the yield on the Bonds, and the rebate of excess investment
earnings to the United States.
The City expects that the two-year expenditure
exception to the rebate requirements may apply to the
construction proceeds of the Bonds.
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
920587.2 3 7
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shall be, and shall be deemed and treated as, elections of the
City.
24. No Desiqnation of Oualified Tax-Exempt
OhliQations._ The Bonds, together with other obligations issued
by the City in 1998, exceed in amount those which may be
qualified as "quali£ied tax-exempt obligations" within the
meaning of Section 265(b)(3) of the Code, and hence are not
designated for such purpose.
25. Letter of ReAresentations. The Letter of
Representations for the Bonds is hereby confirmed to be the
Blanket Issuer Letter of Representations dated April 10, 1996, by
the City and received and accepted by The Depository Trust
Company. So long as The Depository Trust Company is the
Depository or it or its nominee is the Holder of any Global
Certificate, the City shall comply with the provisions of the
Letter of Representations, as it may be amended or supplemented
by the City from time to time with the agreement or consent of
The Depository Trust Company.
19 26. Neaotiated Sale. The City has retained Springsted
20 Incorporated as an independent financial advisor, and the City
21 has heretofore determined, and hereby determines, to sell the
22 Bonds by private negotiation, all as provided by Minnesota
23 Statutes, Section 475.60, Subdivision 2(9).
24
25
26
27
28
29
30
27. Continuing Disclosure. The City is an obligated
person with respect to the Bonds. The City hereby agrees, in
accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the 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:
31 A. Provide or cause to be provided to each nationally,
32 recognized municipal securities information repository
33 ("NRMSIR") and to the appropriate state information
34 depository ("SID"), if any, for the State of Minnesota, in
35 each case as designated by the Commission in accordance with
36 the Rule, certain annual financial information and operating
37 data in accordance with the Undertaking. The City reserves
38 the right to modify from time to time the terms of the
39 Undertaking as provided therein.
40 B. Provide or cause to be provided, in a timely
41 manner, to (i) each NRMSIR or to the Municipal Securities
42 Rulemaking Board ("MSRB") and (ii) the SID, notice of the
43 occurrence of certain material events with respect to the
44 Bonds in accordance with the Undertaking.
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C. Provide or cause to be provided,
manner, to (i) each NRMSIR or to the M5RB
notice of a failure by the City to provide
financial information with respect to the
the Undertaking.
in a timely
and (ii) the SID,
the annual
City described in
6 The CiCy agrees that its covenants pursuant to the Rule
7 set forth in this paragraph 27 and in the Undertaking are
8 intended to be for the benefit of the Holders of the Bonds and
9 shall be enforceable on behalf of such Holders; provided that the
10 right to enforce the provisions of these covenants sha11 be
11 limited to a right to obtain specific enforcement of the City's
12 obligations under the covenants.
13 The Mayor and Director, Office o£ Financial Services,
14 or any other officers of the City authorized to act in their
15 stead (the "Officers"), are hereby authorized and directed to
16 execute on behalf of the City the Undertaking in substantially
17 the form presented to the City Council, subject to such
18 modifications thereof or additions thereto as are (i) consistent
19 with the requirements under the Rule, (ii) required by the
20 Purchaser, and (iii) acceptable to the Officers.
21 28. Severability. If any section, paragraph or
22 provision of this resolution shall be held to be invalid or
23 unenforceable for any reason, the invalidity or unenforceability
24 of such section, paragraph or provision shall not affect any of
25 the remaining provisions of this resolution.
920587.2 3 9
OR{G{NAL
y 29. Headinas. Headings in this resolution are
2 included £or convenience of ze£esence only and aze not a paxt
3 hezeof, and sha11 not limit or define the meaning of any
4 provision hereof.
�I�"�' �
Requested by Department of:
920587.2
Financial Services
DATE INITIATEO
:h�,,998 GREEN SHEET
qY _ ay ��
No 60942
�nrctauoaae
, U ce.Ne,rwrarsEC,crt�_ U a,,,w,.kx _
4GENDA BY (DA'fE)
ASSIGN
NUMBERFOR 2 UfYATTOIINEY CRYCLFAIl�
ROUTING
ORDQt RWlCIRI.SFRVICESdR f��RllqnLBERV/AECf6
a YAYOR(ORASSLST4Nf�� �
TOTAL # OF SIGNATURE PAGES 1_ (CLIP ALL LOCATIONS FOR SIGNATURE�
iis resdution accepts the winning proposal and avrards the bid for the $15,000,000 G.O.
�pital ImprovemeM Bonds Series 1998C. This is a competitive bond sale and the award
gdng to the bidder found most advaMageos (lovrest eost) to the City.
PLANNING CAMMISSION
CIB CAMMITTEE
CIVIL SERVICE COMMISSION
Has this persoNfirtn ever vroAred under a corRrac[ fo� this tlepartmeM?
YES NO
Has this persoNfirtn ever been a city employee?
YES NO
Dces this persoNfirm possess a skill not nomwlly possesseU by any current city employee?
YES NO
Is Nis person/firm a targetetl vendoR
YES NO
IATING PROBLEM ISSUE, OPPORTUNI7Y (Who, What, When, Where. Why)
bonds are for the purpose of funtling the bond (na�ing portion of the Capital ImprovemeM Budget.
IF
�nll be availaGe For the CIB Budget.
�`i�Ui4G� Pe�S��sC�h t`,�t?&�'P
*�
.+ � ..
IF APPROVED
�AR 2 � 1998
, ��'�`i"v7?'� biE�=i�.�
'ANTAGES IF NOT APPROVED
cedetl for pP� Orol�s vnll not be available.
AMOUNT OF TRANSACTION S_ Su.000.000 CAST/REVENUE BUDGEfED (CIRCLE ON�
ACTIVITY NUMBER
YES NO
INFORMATON (EXPWN)
°I �"�,y2�
EXHIBITS
Exhibit A - Proposals
920587.2
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and delivered by the Bond Registrar pursuant to paragraphs 5 and
12 hereof; and
WHEREAS, "Holder" as used herein means the person in ;
whose name a Bond is registered on the registration books of tYie
City maintained by the registrar appointed as provided in
paragraph 8 (the "Bond Registrar"); and '
7 WHEREAS, Rule 15c2-12 of the Securities
8 Commission prohibits "participating underwriters"
9 or selling the Bonds unless the City undertakes to
10 certain continuing disclosure with respect to the
11
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WHEREAS, pursuant to Minnesota Statutes,
475.60, Subdivision 2(9), public sale requirements
to the Bonds if the City retains an independent fi
and determines to sell the Bonds by private nego�i
City has instead authorized a competitive sale,wit
publication of notice thereof as a form of private
and %
WHEREAS, proposals for the B
Springsted Incorporated pursuant to an
Terms of Proposal therein:
NOW, TAEREFORE, BE IT R
City of Saint Paul, Minnesota, as
and Exchange
from purchasing
provi�de
Bond�s; and
Section
�do not apply
�nancial advisor
ation, and the
hout
negotiation;
have been solicited by
cial Statement and
by the Council of the
1. Acce tance of Pro The proposal of
(the "Purchaser"), to purchase
$15,000,000 General Obligation�Capital Improvement Bonds, Series
1998C, of the City (the "Bon ", or individually a"BOnd"), in
accordance with the Terms o Proposal for the bond sale, at the
rates of interest set
the sum of $
is hereby found, deteri
proposal received and
hereby awarded to t�.
Financial Services, r
deposit of the Pura as
makinq proposals t�heir
or� hereinafter, and to pay for the Bonds
_, plus interest accrued to settlement,
i.fied and declared to be the most favorable
�S hereby accepted, and the Bonds are
urchaser. The Director, Office of
his designee, is directed to retain the
r and to forthwith return to the others
good faith checks or drafts.
2. Tl'itle: Original Issue Date; Denominations:
Maturities. Tk}�e Bonds shall be titled "General Obligation
Capital Impro�ement Bonds, Series 1998C", shall be dated April 1,
1998, as the!date of original issue and shall be issued forthwith
on or afterisuch date as fully registered bonds. The Bonds shall
be numberet� from R-1 upward. Global Certificates shall each be
in the de�omination of the entire principal amount maturing on a
single date, or, if a portion of said principal amount is
prepaid/" said principal amount less the prepayment. Replacement
Bonds,Ji£ issued as provided in paragraph 6, shall be in the
920587
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denomination of $5,000 each or in any integral multiple there
of a single maturity. The Bonds shall mature on April 1 in t
years and amounts as follows:
Year Amount Year Amo T un�
1999 $1,300,000
2000 1,300,000
2001 1,350,000
2002 1,400,000
2003 1,450,000
2004
2005
2006
2007
2008
$1,52 ,000
1,5 5,000
1, 25,000
,700,000
�1,775,000
3. Purnose. The Bonds shall provide�unds for the
construction of the capital improvements in the-�ty's 1998
capital improvement budget (the "Improvements") The proceeds of
the Bonds shall be deposited and used as provi ed in paragraph
17, for the purpose described by Laws of Minn sota for 1971,
Chapter 773, as amended, and any excess mone s shall be devoted
to any other purpose permitted by law. The otal cost of the
Improvements, wh'ich shall include all cost enumerated in
Minnesota Statutes, Section 475.65, is es mated to be at least
equal to the amount of the Bonds. Work the Improvements shall
proceed with due diligence to completio .
21 4. Interest. The Bonds s}n'all bear interest payable
22 semiannually on April 1 and October of each year (each, an
23 "Interest Payment Date"), commenci April 1, 1999, calculated on
24 the basis of a 360-day year of tw ve 30-day months, at the
25 respective rates per annum set £ th opposite the maturity years
26 as follows:
27 Maturit�Year Interest Rate Maturitv Year Interest Rate
28 1999
29 2000
30 2001
31 2002
32 2�03
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34
35
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2005
2006
2007
2008
5. Descri tion ot the Glol�al C:ertlTlcates ana Cstonal
Book-Entrv System. on their original issuance the Bonds will
be issued in the fo of a single Global Certificate for each
maturity, deposite with the Depository by the Purchaser and
immobilized as pr ided in paragraph 6. No beneficial owners of
interests in the onds will receive certificates representing
their respectiv interests in the Bonds except as provided in
paragraph 6. cept as so provided, during the term of the
Bonds, benefic al ownership (and subsequent transfers of
beneficial o ership) of interests in the Global Certificates
will be refl cted by book entries made on the records of the
Depository nd its Participants and other banks, brokers, and
dealers pa ticipating in the National System. The Depository's
920587.2
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1 18. Tax Levy; Coveracre Test. To provide moneys
2 payment of the principal and interest on the Bonds there is
3 hereby levied upon all of the taxable property in the City
4 direct annual ad valorem tax which shall be spread upon the
5 rolls and collected with and as part of other general prope
6 taxes in the City for the years and in the amounts as follo
�
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10
il
12
13
14
15
16
17
18
Year of Tax
Levy
1997�
1998
1999
2000
2001
2002
2003
2004
2005
2006
Year of Tax
Collection
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
19 ` heretofore levied or provided from other
Amount
E�
for
r�
lable City funds
20 The tax levies are such that if cc�llected in full they,
21 together with estimated collections of any/other revenues herein
22 pledged for the payment of the Bonds, will produce at least five
23 percent (5%) in excess of the amount nee ed to meet when due the
24 principal and interest payments on the onds. The tax levies
25 shall be irrepealable so long as any o the Bonds are outstanding
26 and unpaid, provided that the City re erves the right and power
27 to reduce the levies in the manner a d to the extent permitted by
28 Minnesota Statutes, Section 475.61, Subdivision 3.
29 19. General Obli atio Pled e. For the prompt and
3o full payment of the principal a d interest on the Bonds, as the
31 same respectively become due, e full faith, credit and taxing
32 powers of the City shall be d are hereby irrevocably pledged.
33 If the balance in the Fund s defined in paragraph 17 hereof) is
34 ever insufficient to pay a principal and interest then due on
35 the Bonds payable therefr m, the deficiency shall be promptly
36 paid out of any other f ds of the City which are available for
37 such purpose, includin the general fund of the City, and such
38 other funds may be r mbursed with or without interest from the
39 Fund when a suffici nt balance is available therein.
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20. C rtificate of Re istration. The Director, Office
of Financial S vices, is hereby directed to file a certified
copy of this esolution with the officer of Ramsey County,
Minnesota, rforming the functions of the county auditor (the
"County A itor"), together with such other information as the
County A ditor shall require, and to obtain the County Auditor's
certif' ate that the Bonc3s have been entered in the County
�
ORlG1NAL
Councif File # 1 L� — a�-1 a.
��� � d — �'"f � �' � � Green Sheet # lo�i��Z
RESOLUTION P`�`S `' �3 , w, 3 c,
CITY OF SAINT PAUL, MINNESOTA
Presented By
Referted To
Committee: Date
ACCEPTING PROPOSAL ON SALE OF
$15,000,000 GENER.AL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 1998C,
PROVIDING FOR THEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
6 WHEREAS, the Director, O£fice of Financial Services,
7 has presented proposals received for the sale of $15,000,000
8 General Obligation Capital Improvement Bonds, Serie's 1998C (the
9 "Bonds"), of the City of Saint Paul, Minnesota ithe "City"); and
10 WfiEREAS, the proposals set forth on Exhibit A attached
11 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 advised this Council that the proposal of
16 �61\\ , RN�i2C1 =s^�rpara�--� was found to be the most
17 advantageous and 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
13
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WHEREAS, the City has heretofore issued registered
obligations in certificated form, and incurs substantial costs
associated with their printing and issuance, and substantial
continuing transaction costs relating ta their payment, transfer
and exchange; and
WHEREAS, the City has determined that significant
savings in transaction costs wi11 result from issuing bonds in
"global book-entry form", by which bonds are issued in
certificated form in large denominations, registered on the books
of the City in the name of a depository or its nominee, and held
in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities
clearance and settlement system (the "National System") registers
transfers of ownership interests in the bonds by making
computerized book entries on its own books and distributes
payments on the bonds to its Participants shown on its books as
the owners of such interests; and such Participants and other
banks, brokers and dealers participating in the National System
will do likewise (not as agents of the City) i£ not the
beneficial owners of the bonds; and
WHEREAS, "Participants" means those financial insti=
tutions for whom the Depository effects book-entry transfers and
pledges of securities deposited and immobilized with the
Depository; and
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 o£ 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
(eaeh a"Global Certificate"), which single certificate per
maturity may be transferred on the City�s bond register as
required by the Uniform Commercial Code, but not exchanged
smaller denominations unless the City determines to issue
Replacement Bonds as provided below; and
date
for
41 WHEREAS, the City will be able to replace the
42 Depository or under certain circumstances to abandon the "global
43 book-entry form" by permitting the Global Certificates to be
44 exchanged for smaller denominations typical of ordinary bonds
45 registered on the City's bond register; and "Replacement Bonds"
46 means the certificates representing Che Bonds so authenticated
92D587.2 2
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1 and delivered by the Bond Registrar pursuant to paragraphs 6 and
2 12 hereof; and
3 WHEREAS, "HOlder" as used herein means the person in
a whose name a Bond is registered on the registration books of the
5 City maintained by the registrar appointed as provided in
6 paragraph S(the '�Bond Registrar"); and
7 WHEREAS, Rule 15c2-12 of the Securities and Exchange
8 Commission prohibits "participating underwriters" from purchasing
9 or selling the Bonds unless the City undertakes to provide
SO certain continuing disclosure with respect to the Bonds; and
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• WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(4), 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
18 WHEREAS, proposals for the Bonds have been solicited by
19 Springsted Incorporated pursuant to an Official Statement and
20 Terms of Proposal therein:
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NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
1. Acceptance of Proposal. The proposal of ABN-AMRO
Incorporated (the "Purchaser") to purchase $15,000,000 General
Obligation Capital Improvement Bonds, Series 1998C, of the City
(the "Bonds", or individually a"BOnd"), in accordance with the
Terms of Proposal for the bond sale, at the rates of interest set
forth hereinafter, and to pay for the Bonds the sum o£
$14,965,455.00, plus interest accrued to settlement, is hereby
found, determined and declared to be the most favorable propasal
received and is hereby accepted, and the Bonds are hereby awarded
to the Purchaser. 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.
2. Tit1e• Oriainal Issue Date: Denominations;
Maturities. The Bonds shall be titled "General Obligation
Capital Improvement Bonds, Series 1998C", shall be dated April 1,
1998, as the date of original issue and shall be issued forthwith
on or after such date as fully registered bonds. The Bonds shall
be numbered from R-1 upward. Global Certificates sha11 each be
in the denomination of the entire principal amount maturing on a
single date, or, if a portion of said principal amount is
prepaid, said principal amount less the prepayment. Replacement
Bonds, if issued as provided in paragraph 6, shall be in the
920587.2
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1 denomination of $5,000 each or in any integral multiple thereof
2 of a single maturity. The Bonds shall mature on April 1 in the
3 years and amounts as follows:
4 Year Amount Year Amount
Fy
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
1999 $1,300,Q00
2000 1,300,000
2001 1,350,000
2002 1,400,000
2003 1,450,000
2004 $1,525,000
2005 1,575,000
2006 1,625,000
2Q07 1,7Q0,000
2008 1,775,000
3. Purgose. The Bonds shall provide funds for the
construction of the capital improvements in the City's 1998
cagital 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.
4. Interest. The Bonds shall bear interest payable
semiannually on April 1 and October 1 of each year (each, an
"Interest Payment Date"), commencing Apri1 1, 1999, calculated on
the basis of a 360-day year of twelve 30-day months, at the
respective rates per annum set forth opposite the maturity years
as follows:
Maturity Year Interest Rate Maturitv Year Interest Rate
2004
2005
2006
2007
2008
4.25%
4.35
4.40
4.40
4.50
28 1999 4.25%
29 2000 4.25
30 20�1 4.25
31 2002 4.25
32 2003 4.25
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5. Descri�rion of the Global Certificates and Global
Book-Entry System. Upon their original issuance the Bonds will
be issued in the form of a single Global Certificate for each
maturity, deposiCed with the Depository by the Purchaser and
immobilized as provided in paragraph 6. No beneficial owners of
interests in the Bonds will receive certificates representing
their respective interests in the Bonds except as provided in
paragraph 6. Except as so provided, during the term of the
Bonds, beneficial ownership (and subsequent transfers of
beneficial ownership) of interests in the Global Certificates
wi11 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
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book entries of beneficial ownership interests are authorized to
be in increments of $S,QO� of principal of the Sonds, but not
smaller increments, despite the larger authorized denominations
of the G1oba1 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 wi11 receive and forward payments on behalf of
the beneficial owners of the Global CertiPicates.
Payment of principal of, premium, if any, and interest on a
Global Certificate may in the City's discretion be macle by such
other method of transferring funds as may be requested by the
Holder of a Global Certificate.
6.
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:
(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
or any substitute depository must be both a"clearing
corporation" as defined in the Minnesota Uniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a
qualified and registered "clearing agency" as provided in
Section 17A of the Securities Exchange Act of 1934, as
amended,
920587.2
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1 (iii? To a substitute depository designated by and
2 acceptable to the City upon (a) the determination by the
3 Depository that the Bonds shall no longer be eligible for
4 its depository services or (b) a determination by the Cit�
5 that the Depository is no longer able to carry out its
6 functions, provided that any substitute depository must be
7 qualified to act as such, as provided in clause (ii) of this
8 subparagraph, or
9 (iv) To those persons to whom transfer is requested
10 in written transfer instructions in the event that:
11 (a) the Depository shall resign or discontinue
12 its services for the Bonds and the City is unable to
13 locate a substitute depository within two (2? months
14 following the resignation or determination of non-
15 eligibility, or
16 (b) upon a determination by the City in its sole
17 discretion that (1) the continuation of the book-entry
18 system described herein, which precludes the issuance
19 of certificates (other than Global Certificates) to any
20 Aolder other than the Depository (or its nominee),
21 might adversely affect Che interest o£ the beneficial
22 owners of the Bonds, or (2) that it is in the best
23 interest of the beneficial owners of the Bonds that
24 they be able to obtain certificated bonds,
25 in either of which events the City shall notify Holders of
26 its determination and of the availability of certificates
27 (the "Replacement Bonds") to Holders requesting the same and
28 the registration, transfer and exchange of such Bonds will
29 be conducted as provided in paragraphs 9B and 12 hereof.
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�
In the event of a succession of the Depository as may
be authorized by this paragraph, the Bond Registrar upon
presentation of Global Certificates sha11 register their transfer
to the substitute or successor depository, and the substitute or
successor depository sha11 be treated as the Depository for all
purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor
depository unless the City and the substitute or successor
depository so agree, and a similar agreement may be entered into.
7. Redemption.
40 (a) O_ptional Redemption; Due Date. All Bonds maturing
41 after April 1, 2006, shall be subject to redemption and
�2 prepayment at the option of the City on such date and on any day
�3 thereafter at a price of par plus accrued interest. Redemption
64 may be in whole or in part of Che Bonds subject ta prepayment.
5 If redemption is in part, those Bonds remaining unpaid may be
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prepaid in such order of maturity and in such amount per maturity
as the City shall determine; and if only part of the Sonds having
a common maturity date are called for prepayment, the G1oba1
Certificates may be prepaid in $5,000 increments of principal
and, if applicable, the speci£ic Replacement Bonds to be prepaid
shall be chosen by lot b� the Bond Registrar. Bonds or portions
thereof called for redemption shall be due and payable on the
redemption date, and interest thereon shall cease to accrue from
and after the redemption date.
(b) Notation on G1oba1 Certificate. Upon a reduction in
the aggregate principal amount of a Global Certificate, the
Holder may make a notation of such redemption on the panel
provided on the Global Certificate stating the amount so
redeemed, or may return the Global Certificate to the Bond
Registrar in exchange for a new Global Certificate authenticated
by the Bond Registrar, in proper principal amount. Such
notation, if made by the Holder, shall be for reference only, and
may not be relied upon by any oCher person as being in any way
determinative of the principal amount of such Global Certificate
outstanding, unless the Bond Registrar has signed the appropriate
column of tl panel.
(c) Selection of Re�lacement Bonds. To effect a partial
redemption of Replacement Bonds having a common maturity date,
the Bond Registrar prior to giving notice of redemption shall
assign to each Replacement Bond having a common maturity date a
distinctive number for each $5,000 of the principal amount of
such Replacement Bond. The Bond Registrar shall then select by
lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Replacement
Bonds, as many numbers as, at $5,000 for each number, shall equal
the principal amount of such Replacement Bonds to be redeemed.
The Replacement Bonds to be redeemed shall.be the Replacement
Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of each such
Replacement Bond of a denomination of more than $5,000 shall be
redeemed as shall equal $5,000 for each number assigned to it and
so selected.
(d) Partial Redemption of Re,placement Bonds. If a
Replacement Bond is to be redeemed only in part, ie shall be
surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the City and Bond Registrar duly executed by the
Halder thereof or his, her or its attorney fluly 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
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principal amount equal to and in exchange for the unredeemed
portion of the principal of the Bond so surrendered.
(e} Request for Redemption. The Bond Registrar shall call
Bonds for redemption and payment as herein provided upon receipt
by the Bond Registrar at least forty-five (45) days prior to the
redemption date of a request of the City, in written form if the
Bond Registrar is other than a City officer. Such request shall
specify the principal amount of Bonds to be called for redemption
and the redemgtion date.
(f) Notice. Mailed notice of redemption shall be given to
the paying agent (if other than a City officer) and to each
affected Holder. If and when the City shall call any of the
Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the name
of the City of its intention to redeem and pay such Bonds at the
office of the Bond Registrar. Notice o£ redemption shall be
given by first class mail, postage prepaid, mailed not less than
thirty (30? days prior to the redemption date, to each Holder of
Bonds to be redeemed, at the address appearing in the Bond
Register. All notices of redemption ahall state:
(i) The redemption date;
(ii) The redemption price;
23 (iii? If less than all outstanding Bonds are to be
24 redeemed, the identification (and, in the case of partial
25 redemption, the respective principal amounts) of the Bonds
26 to be redeemed;
27 (iv) That on the redemption date, the redemgtion price
28 will become due and payable upon each such Bond, and that
29 interest thereon shall cease to accrue from and after said
30 date; and
31 (v? The place where such Bonds are to be surrendered
32 for payment of the redemption price Swhich shall be the
33 office of the Bond Registrar?.
34 (g) Notice to Depository. Notices to The Depository Trust
35 Company or its nominee shall contain the CUSIP numbers of the
36 Bonds. If there are any Aolders of the Bonds other than the
i7 Depository or its nominee, the Bond Registrar shall use its best
�8 efforts to deliver any such notice to the Depository on the
9 business day next preceding the date of mailing of such notice to
0 all other Aolders.
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8. Bond Registrar. 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. Prinaipal 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 of bond may
contain such additional or different terms and provisions as to
the form of payment, record date, notices and other matters as
are consistent with the Letter of Representations and approved by
the City Attorney.
A. Global Certificates. The Global Certificates,
together with the Certificate of Registration, the Register of
Partial Payments, the form of Assignment and the registration
information thereon, shall be in substantially the following form
and may be typewritten rather than printed:
920587.2
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
5 R-
6 GENERAL OBLIGATION CAPITAL IMPROVEMENT
� BOND, SERIES 1998C
8 INTEREST MATURITY
9 RATE DATE
10 April 1,
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REGISTERED OWNER:
DATE OF
ORIGINAL ISSUE
April 1, 1998
$
CUSIP
PRINCIPAL AMOUNT: DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey County, Minnesota (the "ISSUer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate
of regiatration 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 April 1
and October 1 of each year (each, an "Interest Payment Date"),
commencing April 1, 1999, 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 gremium, 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 Chan 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 Che Bond to the Bond Registrar in exchange for a new Bond
in the proper principal amount. Such notation, if made by the
Holder, shall be for reference only, and may not be relied upon
by any other person as being in any way determinative of the
principal amount of this Bond outstanding, unless the Bond
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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 fi£teenth 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 2:30 p.m.,
Eastern time; and principal and premium payments shall be
received by the Holder no later than 2:30 p.m., Eastern time, if
the Bond is surrendered for payment enough in advance to permit
payment to be made by such time. Any interest not so timely paid
shall cease to be payable to the person who is the Holder hereof
as of the Regular Record Date, and shall be payable to the person
who is the Iiolder 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.
23 Date of Pa�ment Not Business Dav. If the date for
24 payment of the principal of, premium, if any, or interest on this
25 Bond shall be a Saturday, Sunday, legal holiday or a day on which
26 banking institutions in the City of New York, New York, or the
27 city where the principal office of the Bond Registrar is located
28 are authorized by law or executive order to close, then the date
29 for such payment shall be the next-succeeding day which is not a
30 Saturday, Sunday, legal holiday or a day on which such banking
31 institutions are authorized to close, and payment on such date
32 shall have the same force and effect as if made on the nominal
33 date of payment.
34 Redemption. All Bonds of this issue (the "Bonds")
35 maturing after April 1, 2006, are subject to redemption and
36 prepayment at the option of the Issuer on such date and on any
37 day thereafter at a price of par plus accrued interest.
38 Redemption may be in whole or in part of the Bonds subject to
39 prepayment. If redemption is in part, those Bonds remaining
40 unpaid may be prepaid in such order of maturity and in such
41 amount per maturity as the City shall determine; and if only part
42 of the Bonds having a common maturity date are called for
43 prepayment, this Bond may be prepaid in $5,000 increments of
44 principal. Bonds or portions thereof called for redemption shall
45 be due and payable on the redemption date, and interest thereon
46 sha11 cease to accrue from and after the redemption date.
47 Notice of Redemption. Mailed notice of redemption
48 shall be given to the paying agent (if other than a City officer)
49 and to each affected Holder of the Bonds. In the event any of
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1 the Bonds are called for redemption, written notice thereof will
2 be given by first class mail mailed not less than thirty (30)
3 days prior to the redemption date to each Holder of Bonds to be
4 redeemed. In connection with any such notice, the "CUSIP"
5 numbers assigned �o the Bonds shall be used.
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Reolacement or Notation of Bonds after Partial
Redemption. Upon a partial redemption of this Bond which results
in the stated amount hereof being reduced, the Holder may in its
discretion make a notation on the panel provided herein of such
redemption, stating the amount 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) ancl the Issuer
shall execute (if necessary? and the Bond Registrar shall
authenticate and deliver to the FIolder of such Bond, without
service charge, a new Bond of the same series having the same
stated maturity and interest rate and of the authorized
denomination in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
Issuance; Purpose: General Obligation. This Bond is
one of an issue in the total principal amount of $15,000,000, 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 April 1,
1998 (the "Resolution"l, for the purpose of providing money to
finance Che 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 o£ the Issuer have been and are hereby
irrevocably pledged.
45 Denominations� Exchanqe• Resolution. The Bonds are
46 issuable originally only as Global Certificates in the
47 denomination of the entire principal amount of the issue maturing
48 on a single date, or, if a portion of said principal is prepaid,
49 said principal amount less the prepayment. Global Certificates
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are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in
exchange for Replacement Bonds if then available. Replacement
Bonds, if made available as provided below, are issuable solely
as fully registered bonds in the denominations of $5,000 and
integral multiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
10 and subject to the limitations provided in the Resolution.
11 Reference is hereby made to the Resolution for a description of
12 the rights and duties of the Bond Registrar. Copies of the
13 Resolution are on file in the principal office of the Bond
14 Registrar.
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Replacement Bonds. Replacement Bonds may be issued by
the Issuer in the event that:
(a) the Depository sha11 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
benefioial owners of the Bonds that they be able to obtain
certificated bonds.
Transfer. This Bond shall be registered in the name of
the payee on the books of the Issuer by presenting this Bond for
registration to the Bond Registrar, who will endorse his, her or
its name and note the date of registration opposite the name of
the payee in the aerCifiaate of registration attached hereto.
Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal
representatives, and the Issuer and Bond Registrar may treat the
Holder as the person exclusively entitled to exercise all the
rights and powers of an owner until this Bond is presented with
such assignment for registration of transfer, accompanied by
assurance of the nature provided by law that the assignment is
genuine and effective, and until such transfer is registered on
said books and noted hereon by the Bond Registrar, all subject to
[he terms and conditions provided in the Resolution and to
reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar. Transfer of this Bond
may, at the direction and expense of the Issuer, be subject to
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1 certain other restrictions if required to qualify this Bond as
2 being "in registered form" within the meaning of Section 149(a)
3 of the federal Internal Revenue Code of 1986, as amended.
4 Bees upon Transfer or Loss. The Bond Registrar may
5 require payment of a sum sufficient to cover any tax or other
6 governmental charge payable in connection with the transfer or
7 exchange of this Bond and any legal or unusual costs regarding
8 transfers and lost Bonds.
9 Treatment of Rec�istered Owner. The Issuer and Bond
10 Registrar may treat the person in whose name this Bond is
11 registered as the owner hereof for the purpose of receiving
12 payment as herein provided (except as otherwise provided with
13 respect to the Record Date) and for all other purposes, whether
14 or not this Bond shall be overdue, and neither the Issuer nor the
15 Bond Registrar shall be affected by notice to the contrary.
16 Authentication. This Bond shall not be valid or become
17 obligatory for any purpose or be entitled to any security unless
18 the Certificate of Authentication hereon shall have been executed
19 by the Bond Registrar.
20 Not Oualified Tax-Exempt Obligations. The Bonds have
21 not been designated by the Issuer as "qualified tax-exempt
22 obligations" for purposes of Section 265(b)(3) of the federal
23 Internal Revenue Code of 1986, as amended. The Bonds do not
24 qualify for such designation.
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IT IS HEREBY CERTIFIED AND RECITED that all acts,
conditions and things required by the Constitution and laws of
the State of Minnesota and the Charter of the Issuer to be done,
to happen and to be performed, precedent to and in the issuance
of this Bond, have been done, have happened and have been
performed, in regular and due form, time and manner as required
by law, and that this Bond, together with all other debts of the
Issuer outstanding on the date of original issue hereof and on
the date of its issuance and delivery to the original purchaser,
does not exceed any constitutional or statutory or Charter
limitation of indebtedness.
12 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
13 County, Minnesota, by its City Council has caused this Bond to be
14 executed on its behalf by the photocopied facsimile signature of
15 its Mayor, attested by the photocopied facsimile signature of its
16 Clerk, and countersigned by the photocopied facsimile signature
17 of its Director, Office of Financial Services, the official seal
18 having been omitted as permitted by law.
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Date of Registration:
5 HOND RBGTSTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
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15 Bond Registrar
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By
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
21 General Obligation Capital Improvement Bond, Series 1998C, No.
22 R- .
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CERTIFSCATE 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
1ega1 representative last noted below.
DATE OF
REGISTRATION
REGISTERED OWNER
SIGNATURE OF
BOND REGISTRAR
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REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the
dates and in the amounts noted below:
Signature of Signature of
Da e Amount Bondholder Bond Reaistrar
If a notation is made on this register, such notation has the
effect stated in the attached Bond. Partial payments do not
require the presentation of the attached Bond to the Bond
Registrar, and a Holder could fail to note the partial payment
here.
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ABBREVIATIONS
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 iITMA - 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.
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ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto
the attached Bond and does
hereby irrevocably constitute and appoint
attorney to transfer the Bond on the
books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the name
as it appears upon the face of the
attached Bond in every particular,
without alteration or any change
whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges or any other '�Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this
Bond unless the in£ormation concerning the transferee requested
below is provided.
Name and Address:
(Include information for all joint
owners if the Bond is held by joint
account.)
920587.2
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1 B. ReDlacement 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 o£ a Global Certificate not previously
6 exchanged for Replacement Bonds) the Bond Registrar shall deliver
7 a certificate in the form of the Replacement Bond rather than the
8 Global Certificate, but the Aolder of a G1oba1 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 Registrar's Certificate
15 of Authentication, the form of Assignment and the registration
16 information thereon, shall be in substantially the following
17 form:
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1 UNITED STATES OF AMERICA
2 STATE OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAINT PAUL
5 R-
6 GENERAL OBLIGATION CAPITAL IMPROVEMENT
7 BOND, SERIES 1998C
8 INTEREST
9 RATE
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REGISTERED OWNER:
PRINCIPAL AMOUNT:
KNOW ALL
Saint Paul, Ramsey
certifies that it
MATURITY DATE OF
DATE ORIGINAL ISSUE
CUSIP
DOLLARS
PERSONS BY THESE PRESENTS that the City of
County, Minnesota (the "Issuer" or "City"),
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 April 1 and October 1 of each year (each, an
"Interest Payment Date"), commencing April 1, 1999, 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 reaent 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
the close of business on a date (the "Special Record Date") fixed
by the Bond Registrar whenever money becomes available for
April 1, 1998
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1 payment of the defaulted interest. Notice of the Special Record
2 Date sha11 be given to Bondholders not less than ten days prior
3 to the Special Record Date. The principal of and premium, if
4 any, and interest on this Bond are payable in lawful money of the
5 United States of America.
6 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
7 TAIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SF3ALL
8 FOR ALL PURPOSES FiAVE THE SAME EFFECT AS IF SET FORTH HERE.
9 IT IS HEREBY CERTIFIED AND RECITED that all acts,
10 condiCions and things required by the Constitution and laws of
11 the State of Minnesota and the Charter of the Issuer to be done,
12 to happen and to be performed, precedent to and in the issuance
13 of this Bond, have been done, have happened and have been
14 performed, in regular and due form, time and manner as required
15 by law, and that this Bond, together with all other debts of the
16 Issuer outstanding on the date of original issue hereof and on
17 the date of its issuance and delivery to the original purchaser,
18 does not exceed any constitutional or statutory or Charter
19 limitation of indebtedness.
20 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
21 County, Minnesota, by its City Council has caused this Bond to be
22 executed on its behalf by the original or facsimile signature of
23 its Mayor, attested by the original or facsimile signature of its
24 Clerk, and countersigned by the original or facsimile signature
25 of its Director, Office of Financial Services, the official seal
26 having been omitted as permitted by law.
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Date of Registration:
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTFIENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
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15 Bond Registrar
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By
Authorized Signature
Registrable by:
Payable at: _
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
e
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ON REVERSE OF BOND
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Date of Payment Not Business Dav. If the date for
payment of the principal of, premium, if any, or interest on this
Sond shall be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of New York, New York, or the
city where the principal office of the Bond Registrar is located
are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal
date of payment.
Redem�tion. All Bonds of this issue (the "Bonds")
maturing after April 1, 2006, 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 part
of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by
lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and
interest thereon shall cease to accrue from and after the
redemption date.
Notice of Redemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Holder of the Bonds. 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 8onds 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 to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amounC o£
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
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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: Purpose: General Obliaation. This Bond is
one of an issue in the total principal amount of $15,000,000, 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 April 1,
1998 (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 to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
Denominations; Exchanae: Resolut�.on. The Bonds are
issuable solely as £ully registered bonds in the denominations of
$5,000 and integral multiples thereaf 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.
Transfer. This Bond is transferable by the Holder in
person or by his, her or its attorney duly authorized in writing
at the principal office of the Bond Registrar upon presentation
and surrender hereof to the Bond Registrar, all subject to the
terms and conditions provided in the Resolution and_to reasonable
regulations of the Issuer contained in any agreement with, or
notice to, the Bond Registrar. Thereupon the Issuer sha11
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1 execute and the Bond Registrar shall authenticate and deliver, in
2 exchange for this Bond, one or more new fully registered Bonds in
3 the name of the transferee (but not registered in blank or to
4 "bearer" or similar designation), of an authorized denomination
5 or denominations, in aggregate principal amount equal to the
6 principal amount of this Bond, of the same maturity and bearing
7 interest at the same rate.
8 Fees upon Transfer or Loss. The Bond Registrar may
9 require payment of a sum sufficient to cover any tax or other
10 governmental charge payable in connection with the transfer or
11 exchange of this Bond and any legal or unusual costs regarding
12 transfers and lost Bonds.
13 Treatment of Reqistered Owner. The Issuer and Bond
14 Registrar may treat the person in whose name this Bond is
15 registered as the owner hereof for the purpose of receiving
16 payment as herein provided (except as otherwise provided on the
17 reverse side hereof with respect to the Record Date1 and for all
18 other purposes, whether or not this Bond shall be overdue, and
19 neither the Issuer nor the Bond Registrar shall be affected by
20 notice to the contrary.
21 Authentication. This Bond shall not be valid or become
22 obligatory for any purpose or be entitled to any security unless
23 the Certificate of Authentication hereon shall have been executed
24 by the Bond Registrar.
25 Not Oualified Tax-Exempt Obliaations. The Bonds have
26 no been designated by the Issuer as "qualified tax-exempt
27 obligations" for purposes of Section 265(b)(3) of the federal
28 Internal Revenue Code of 1986, as amended. The Bonds do not
29 qualify for such designation.
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ABBREVIATIONS
2 The following abbreviations, when used in the
3 inscription on the face of this Bond, shall be construed as
4 though they were written out in full according to applicable laws
5 or regulations:
6 TEN COM - as tenants in common
7 TEN ENT - as tenants by the entireties
8 JT TEN - as joint tenants with right of survivorship
9 and not as tenants in common
10 UTMA - as custodian for
11 (Cust) (Minor)
12 under the Unifoi'm Transfers to Minors Act
13 (State)
14 Additional abbreviations may also be used
15 though not in the above list.
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1
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
11 assignmenC 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" as defined in 17 CFR 240.17Ad-15(a)(2).
21 The Bond Registrar will not effeot transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
25
26
27 (Include information for all joint owners
28 if the Bond is held by joint account.)
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10. Execution. The Bonds shall be executed on behalf
of the City by the signaCUres of its Mayor, Clerk and Director,
pffice of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City;
provided, however, that the seal of the City may be a printed or
photocopied facsimile; and provided further that any of such
signatures may be printed or photocopied facsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of any
such officer, the Bonds may be signed hy 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 sha11
cease to be such officer before the delivery of the Bonds, such
signature or facsimile shall nevertheless be valid and suf£icient
for all purposes, the same as if he or she had remained in office
until delivery.
11. Authentication• Date of Reqistration. 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 sha11 authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated. For purposes of delivering the original Global
Certificates to the Purchaser, the Bond Registrar shall insert as
the date of registration the date of original issue, which date
is April 1, 1998. 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• Exchanc,�e. The City will
cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to such reasonaHle regulations as
the Bond Registrar may prescribe, the Bond Registrar shall
provide for the registration of Bonds and the regis�ration of
transfers of Bonds entitled to be registered or transferred as
herein provided.
42 A G1oba1 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
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on the Global Certificate. Thereafter a G1oba1 Certificate may
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 o£ 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 Co 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.
14 Transfer of a G1oba1 Certificate may, at the direction
15 and expense of the City, be subject to other restrictions if
16 required to qualify the Global Certificates as being "in
17 registered form" within the meaning of Section 149(a1 of the
18 federal Internal Revenue Code of 1986, as amended.
19 If a Global Certificate is to be exchanged for one or
20 more Replacement Bonds, all of the principal amount of the Global
21 Certificate shall be so exchanged.
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32
Upon surrender for transfer of any Replacement Bond at
the principal o£fice 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.
33 At the option of the Holder o£ a Replacement Bond,
34 Replacement Bonds may be exchanged for Replacement Bonds of any
35 authorized denomination or denominations of a like aggregate
36 principal amount and sCated maturity, upon surrender of the
37 Replacement Bonds to be exchanged at the principal office of the
38 Bond Registrar. Whenever any Replacement Bonds are so
39 surrendered for exchange, the City shall execute (if necessary),
40 and the Bond Registrar shall authenticate, inserC the date of
41 registration of, and deliver the Replacement Bonds which the
42 Holder making the exchange is entitled to receive. Global
43 Certificates may not be exchanged for Global Certificates of
44 smaller denominations.
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1 All Bonds surrendered upon any exchange
2 provided for in this resolution shall be promptly
3 the Bond Registrar and thereafter disposed of as
4 City.
or transfer
cancelled by
directed by the
5 All Bonds delivered in exchange for or upon transfer of
6 Bonds shall be valid general obligations of the City evidencing
7 the same debt, and entitled to the same benefits under this
8 resolution, as the Bonds surrendered for such exchange or
9 transfer.
10 Every Bond presented or surrendered for transfer or
11 exchange shall be duly endorsed or be accompanied by a written
12 instrument of transfer, in form satisfactory to the Bond
13 Registrar, duly executed by the Holder thereof or his, her or its
14 attorney duly authorized in writing. -
15 The Bond Registrar may require payment 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 to close its transfer books between record
23 dates and payment dates.
24 13. Riqhts Upon Transfer or Exchanae. 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.
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14. Interest Payment: Re�ord Date. InteYest on any
Global Certificate shall be paid as provided in the first
paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to
the person in whose name the Bond is registered (the "Holder") on
the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at
the close of business on the fifteenth (15th) day of the calendar
month preceding such InteresC Payment Date (the "Regular Record
Date"). Any such interest not so timely paid sha11 cease to be
payable to the person who is the Iiolder 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
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1 Special
2 Holders
3 Date.
Record Date shall be given by the Bond Registrar to the
not less than ten (10) days prior to the Special Record
4 15. Holders: Treatment of Registered Owner: Consent of
5 Holders.
6 (A) For Che purposes of all actions, consents and other
7 matters affecting Holders of the Bonds, other than payments,
8 redemptions, and purchases, the City may {but shall not be
9 obligated to) treat as the Holder of a Bond the beneficial owner
10 of the Bond instead of the person in whose name the Bond is
11 registered. For that purpose, the City may ascertain the
12 identity of the beneficial owner of the Bond by such means as the
13 Bond Registrar in its sole discretion deems appropriate,
14 including but not limited to a certificate from the person in
15 whose name the Bond is registered identifying such beneficial
16 owner.
17 (B) The City and Bond Registrar may treat the person in
18 whose name any Bond is registered as the owner of such Bond for
19 the purpose of receiving payment of principal of and premium, if
20 any, and interest (subject to the payment provisions in paragraph
21 14 above} on, such Bond and for all other purposes whatsoever
22 whether or not such Bond shall be overdue, and neither the City
23 nor the Bond Registrar shall be affected by notice to the
24 contrary.
25 (C) Any consent, request, direction, approval, objection or
26 other instrument to be signed and executed by the Holders may be
27 in any number of concurrent writings of similar tenor and must be
28 signed or executed by such Holders in person or by agent
29 appointed in writing. Proof of the execution of any such
30 consent, request, direction, approval, objection or other
31 instrument or of the writing appointing any such agent and o£ the
32 ownership of Bonds, if made in the following manner, shall be
33 sufficient for any of the purposes of this resolution, and shall
34 be conclusive in favor of the City with regard to any action
35 taken by it under such request or other instrument, namely:
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920587.2
(1) The fact and date of the execution by any person
of any such writinq 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.
33
a�$-aaa
1 (2) Subject to the provisions of 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• Application of Proceeds. The Global
7 Certi£icates 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.
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17. Fund and Account. There is hereby created a
special account to be designated the "Capital Improvement Bonds
of 1998C 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 for the Bonda in excess of $14,850,0�0. From the
Account there shall be paid all costs and expenses of
making the Improvements, including the cost of any
construction contraats heretofore let and all other
costs incurred and to be inourred 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 alsb 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 i£ 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
inatituted 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.
920587.2
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(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 for 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 $14,85�,00o; (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.
Said special account created in the Fund shall be used
solely to pay the principal and interest and any premiums £or
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 Chan
$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
therefrom) in excess of amounts which under then-applicable
federal arbitrage regulations may be invested without regard as
to yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into 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 Che Account or the Fund shall
not be invested in obligations or deposits issued by, guaranteed
by or insured by Che United States or any agency or instrumen-
tality thereof if and to the extent that such investment would
cause the Bonds to be "federally guaranteed" within the meaning
of Section 149(b) of the federal Internal Revenue Code of 1986,
as amended (the "Code").
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18. Tax Lew • Coveracre 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 sha11 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
Lew
Year of Tax
Collection
Amount
1997`
1998
1999
2000
2001
2002
2003
2�Q4
2005
2006
1998`
1999
2000
2001
2002
2003
2004
2005
2006
20Q7
$2,045,925
1,987,913
1,9$2,400
1,974,657
1,964,682
1,978,725
1,963,172
1,943,734
1,947,409
1,947,619
' heretofore levied or pzovided £rom other available City funcls
The tax levies are such that if collected in full they,
together with estimated collections oE any other revenues herein
pledged for the payment of the Bonds, will produce at least five
percent i5%) in excess of the amount needed to meet when due the
principal and interest payments on the Bonds. The tax levies
shall be irrepealable so long as any of the Bonds are outetanding
and unpaid, provided that the City reserves the right and power
to reduce the levies in the manner and to the extent permitted by
Minnesota Statutes, Section 475.61, Subdivision 3.
19. General Obligation Pledae. For the prompt and
full payment of the principal and interest on the Bonds, as the
same respectively become due, the £ull faith, credit and taxing
powers o£ the City shall be and are hereby irrevocably pledged.
If the balance in the Fund (as defined in paragraph 17 hereof) is
ever insufficient to pay all principal and interest then due on
the Bonds payable therefrom, the deficiency shall be promptly
paid out of any other funds of the City which are available for
such purpose, including the general fund of the City, and such
other funds may be reimbursed with or without interest from the
Fund when a sufficient balance is available therein.
20. Certificate of Reaistration. 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
certi£icate that the Bonds have been entered in the County
920567.2 3 6
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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 of 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. -
22. Neaative Covenants as to Use of Proceeds and
Improvements. The City hereby covenants not to use the proceeds
of the Bonds or to use the Improvements, or to cause or permit
them to be used, or to enter into any deferred payment arrange-
ments for the cost of the Improvements, in such a manner as to
cause the Bonds to be "private activity bonds" within the meaning
of Sections 103 and 141 through 150 of the Code. The City
reasonably expects that no actions will be taken over the term of
the Bonds that would cause them to be private activity bonds, and
the average term of the Bonds is not longer than reasonably
necessary for the governmental purpose of the issue. The City
hereby covenants not to use the proceeds of the Bonds in such a
manner as to cause the Bonds to be "hedge bonds" within the
meaning of Section 149(g) of the Code.
23. Tax-Exempt Status oi the Bonas• xenate: �sections.
The City shall comply with requirements necessary under the Code
to establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Bonds, including
without limitation requirements relating to temporary periods for
investments, limitations on amounts invested at a yield greater
than the yield on the Bonds, and the rebate of excess investment
earnings to the United States.
The City expects that the two-year expenditure
exception to the rebate requirements may apply to the
construction proceeds of the Bonds.
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
920587.2 3 7
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shall be, and shall be deemed and treated as, elections of the
City.
24. No Desiqnation of Oualified Tax-Exempt
OhliQations._ The Bonds, together with other obligations issued
by the City in 1998, exceed in amount those which may be
qualified as "quali£ied tax-exempt obligations" within the
meaning of Section 265(b)(3) of the Code, and hence are not
designated for such purpose.
25. Letter of ReAresentations. The Letter of
Representations for the Bonds is hereby confirmed to be the
Blanket Issuer Letter of Representations dated April 10, 1996, by
the City and received and accepted by The Depository Trust
Company. So long as The Depository Trust Company is the
Depository or it or its nominee is the Holder of any Global
Certificate, the City shall comply with the provisions of the
Letter of Representations, as it may be amended or supplemented
by the City from time to time with the agreement or consent of
The Depository Trust Company.
19 26. Neaotiated Sale. The City has retained Springsted
20 Incorporated as an independent financial advisor, and the City
21 has heretofore determined, and hereby determines, to sell the
22 Bonds by private negotiation, all as provided by Minnesota
23 Statutes, Section 475.60, Subdivision 2(9).
24
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27. Continuing Disclosure. The City is an obligated
person with respect to the Bonds. The City hereby agrees, in
accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the 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:
31 A. Provide or cause to be provided to each nationally,
32 recognized municipal securities information repository
33 ("NRMSIR") and to the appropriate state information
34 depository ("SID"), if any, for the State of Minnesota, in
35 each case as designated by the Commission in accordance with
36 the Rule, certain annual financial information and operating
37 data in accordance with the Undertaking. The City reserves
38 the right to modify from time to time the terms of the
39 Undertaking as provided therein.
40 B. Provide or cause to be provided, in a timely
41 manner, to (i) each NRMSIR or to the Municipal Securities
42 Rulemaking Board ("MSRB") and (ii) the SID, notice of the
43 occurrence of certain material events with respect to the
44 Bonds in accordance with the Undertaking.
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C. Provide or cause to be provided,
manner, to (i) each NRMSIR or to the M5RB
notice of a failure by the City to provide
financial information with respect to the
the Undertaking.
in a timely
and (ii) the SID,
the annual
City described in
6 The CiCy agrees that its covenants pursuant to the Rule
7 set forth in this paragraph 27 and in the Undertaking are
8 intended to be for the benefit of the Holders of the Bonds and
9 shall be enforceable on behalf of such Holders; provided that the
10 right to enforce the provisions of these covenants sha11 be
11 limited to a right to obtain specific enforcement of the City's
12 obligations under the covenants.
13 The Mayor and Director, Office o£ Financial Services,
14 or any other officers of the City authorized to act in their
15 stead (the "Officers"), are hereby authorized and directed to
16 execute on behalf of the City the Undertaking in substantially
17 the form presented to the City Council, subject to such
18 modifications thereof or additions thereto as are (i) consistent
19 with the requirements under the Rule, (ii) required by the
20 Purchaser, and (iii) acceptable to the Officers.
21 28. Severability. If any section, paragraph or
22 provision of this resolution shall be held to be invalid or
23 unenforceable for any reason, the invalidity or unenforceability
24 of such section, paragraph or provision shall not affect any of
25 the remaining provisions of this resolution.
920587.2 3 9
OR{G{NAL
y 29. Headinas. Headings in this resolution are
2 included £or convenience of ze£esence only and aze not a paxt
3 hezeof, and sha11 not limit or define the meaning of any
4 provision hereof.
�I�"�' �
Requested by Department of:
920587.2
Financial Services
DATE INITIATEO
:h�,,998 GREEN SHEET
qY _ ay ��
No 60942
�nrctauoaae
, U ce.Ne,rwrarsEC,crt�_ U a,,,w,.kx _
4GENDA BY (DA'fE)
ASSIGN
NUMBERFOR 2 UfYATTOIINEY CRYCLFAIl�
ROUTING
ORDQt RWlCIRI.SFRVICESdR f��RllqnLBERV/AECf6
a YAYOR(ORASSLST4Nf�� �
TOTAL # OF SIGNATURE PAGES 1_ (CLIP ALL LOCATIONS FOR SIGNATURE�
iis resdution accepts the winning proposal and avrards the bid for the $15,000,000 G.O.
�pital ImprovemeM Bonds Series 1998C. This is a competitive bond sale and the award
gdng to the bidder found most advaMageos (lovrest eost) to the City.
PLANNING CAMMISSION
CIB CAMMITTEE
CIVIL SERVICE COMMISSION
Has this persoNfirtn ever vroAred under a corRrac[ fo� this tlepartmeM?
YES NO
Has this persoNfirtn ever been a city employee?
YES NO
Dces this persoNfirm possess a skill not nomwlly possesseU by any current city employee?
YES NO
Is Nis person/firm a targetetl vendoR
YES NO
IATING PROBLEM ISSUE, OPPORTUNI7Y (Who, What, When, Where. Why)
bonds are for the purpose of funtling the bond (na�ing portion of the Capital ImprovemeM Budget.
IF
�nll be availaGe For the CIB Budget.
�`i�Ui4G� Pe�S��sC�h t`,�t?&�'P
*�
.+ � ..
IF APPROVED
�AR 2 � 1998
, ��'�`i"v7?'� biE�=i�.�
'ANTAGES IF NOT APPROVED
cedetl for pP� Orol�s vnll not be available.
AMOUNT OF TRANSACTION S_ Su.000.000 CAST/REVENUE BUDGEfED (CIRCLE ON�
ACTIVITY NUMBER
YES NO
INFORMATON (EXPWN)
°I �"�,y2�
EXHIBITS
Exhibit A - Proposals
920587.2
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and delivered by the Bond Registrar pursuant to paragraphs 5 and
12 hereof; and
WHEREAS, "Holder" as used herein means the person in ;
whose name a Bond is registered on the registration books of tYie
City maintained by the registrar appointed as provided in
paragraph 8 (the "Bond Registrar"); and '
7 WHEREAS, Rule 15c2-12 of the Securities
8 Commission prohibits "participating underwriters"
9 or selling the Bonds unless the City undertakes to
10 certain continuing disclosure with respect to the
11
12
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16
17
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26
27
28
29
30
31
32
33
34
35
36
37
38
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40
41
42
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45
WHEREAS, pursuant to Minnesota Statutes,
475.60, Subdivision 2(9), public sale requirements
to the Bonds if the City retains an independent fi
and determines to sell the Bonds by private nego�i
City has instead authorized a competitive sale,wit
publication of notice thereof as a form of private
and %
WHEREAS, proposals for the B
Springsted Incorporated pursuant to an
Terms of Proposal therein:
NOW, TAEREFORE, BE IT R
City of Saint Paul, Minnesota, as
and Exchange
from purchasing
provi�de
Bond�s; and
Section
�do not apply
�nancial advisor
ation, and the
hout
negotiation;
have been solicited by
cial Statement and
by the Council of the
1. Acce tance of Pro The proposal of
(the "Purchaser"), to purchase
$15,000,000 General Obligation�Capital Improvement Bonds, Series
1998C, of the City (the "Bon ", or individually a"BOnd"), in
accordance with the Terms o Proposal for the bond sale, at the
rates of interest set
the sum of $
is hereby found, deteri
proposal received and
hereby awarded to t�.
Financial Services, r
deposit of the Pura as
makinq proposals t�heir
or� hereinafter, and to pay for the Bonds
_, plus interest accrued to settlement,
i.fied and declared to be the most favorable
�S hereby accepted, and the Bonds are
urchaser. The Director, Office of
his designee, is directed to retain the
r and to forthwith return to the others
good faith checks or drafts.
2. Tl'itle: Original Issue Date; Denominations:
Maturities. Tk}�e Bonds shall be titled "General Obligation
Capital Impro�ement Bonds, Series 1998C", shall be dated April 1,
1998, as the!date of original issue and shall be issued forthwith
on or afterisuch date as fully registered bonds. The Bonds shall
be numberet� from R-1 upward. Global Certificates shall each be
in the de�omination of the entire principal amount maturing on a
single date, or, if a portion of said principal amount is
prepaid/" said principal amount less the prepayment. Replacement
Bonds,Ji£ issued as provided in paragraph 6, shall be in the
920587
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6
7
8
9
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12
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20
denomination of $5,000 each or in any integral multiple there
of a single maturity. The Bonds shall mature on April 1 in t
years and amounts as follows:
Year Amount Year Amo T un�
1999 $1,300,000
2000 1,300,000
2001 1,350,000
2002 1,400,000
2003 1,450,000
2004
2005
2006
2007
2008
$1,52 ,000
1,5 5,000
1, 25,000
,700,000
�1,775,000
3. Purnose. The Bonds shall provide�unds for the
construction of the capital improvements in the-�ty's 1998
capital improvement budget (the "Improvements") The proceeds of
the Bonds shall be deposited and used as provi ed in paragraph
17, for the purpose described by Laws of Minn sota for 1971,
Chapter 773, as amended, and any excess mone s shall be devoted
to any other purpose permitted by law. The otal cost of the
Improvements, wh'ich shall include all cost enumerated in
Minnesota Statutes, Section 475.65, is es mated to be at least
equal to the amount of the Bonds. Work the Improvements shall
proceed with due diligence to completio .
21 4. Interest. The Bonds s}n'all bear interest payable
22 semiannually on April 1 and October of each year (each, an
23 "Interest Payment Date"), commenci April 1, 1999, calculated on
24 the basis of a 360-day year of tw ve 30-day months, at the
25 respective rates per annum set £ th opposite the maturity years
26 as follows:
27 Maturit�Year Interest Rate Maturitv Year Interest Rate
28 1999
29 2000
30 2001
31 2002
32 2�03
33
34
35
36
37
38
39
40
41
42
43
44
45
2004
2005
2006
2007
2008
5. Descri tion ot the Glol�al C:ertlTlcates ana Cstonal
Book-Entrv System. on their original issuance the Bonds will
be issued in the fo of a single Global Certificate for each
maturity, deposite with the Depository by the Purchaser and
immobilized as pr ided in paragraph 6. No beneficial owners of
interests in the onds will receive certificates representing
their respectiv interests in the Bonds except as provided in
paragraph 6. cept as so provided, during the term of the
Bonds, benefic al ownership (and subsequent transfers of
beneficial o ership) of interests in the Global Certificates
will be refl cted by book entries made on the records of the
Depository nd its Participants and other banks, brokers, and
dealers pa ticipating in the National System. The Depository's
920587.2
�l�"�
1 18. Tax Levy; Coveracre Test. To provide moneys
2 payment of the principal and interest on the Bonds there is
3 hereby levied upon all of the taxable property in the City
4 direct annual ad valorem tax which shall be spread upon the
5 rolls and collected with and as part of other general prope
6 taxes in the City for the years and in the amounts as follo
�
9
10
il
12
13
14
15
16
17
18
Year of Tax
Levy
1997�
1998
1999
2000
2001
2002
2003
2004
2005
2006
Year of Tax
Collection
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
19 ` heretofore levied or provided from other
Amount
E�
for
r�
lable City funds
20 The tax levies are such that if cc�llected in full they,
21 together with estimated collections of any/other revenues herein
22 pledged for the payment of the Bonds, will produce at least five
23 percent (5%) in excess of the amount nee ed to meet when due the
24 principal and interest payments on the onds. The tax levies
25 shall be irrepealable so long as any o the Bonds are outstanding
26 and unpaid, provided that the City re erves the right and power
27 to reduce the levies in the manner a d to the extent permitted by
28 Minnesota Statutes, Section 475.61, Subdivision 3.
29 19. General Obli atio Pled e. For the prompt and
3o full payment of the principal a d interest on the Bonds, as the
31 same respectively become due, e full faith, credit and taxing
32 powers of the City shall be d are hereby irrevocably pledged.
33 If the balance in the Fund s defined in paragraph 17 hereof) is
34 ever insufficient to pay a principal and interest then due on
35 the Bonds payable therefr m, the deficiency shall be promptly
36 paid out of any other f ds of the City which are available for
37 such purpose, includin the general fund of the City, and such
38 other funds may be r mbursed with or without interest from the
39 Fund when a suffici nt balance is available therein.
40
41
42
43
44
45
46
20. C rtificate of Re istration. The Director, Office
of Financial S vices, is hereby directed to file a certified
copy of this esolution with the officer of Ramsey County,
Minnesota, rforming the functions of the county auditor (the
"County A itor"), together with such other information as the
County A ditor shall require, and to obtain the County Auditor's
certif' ate that the Bonc3s have been entered in the County
�
ORlG1NAL
Councif File # 1 L� — a�-1 a.
��� � d — �'"f � �' � � Green Sheet # lo�i��Z
RESOLUTION P`�`S `' �3 , w, 3 c,
CITY OF SAINT PAUL, MINNESOTA
Presented By
Referted To
Committee: Date
ACCEPTING PROPOSAL ON SALE OF
$15,000,000 GENER.AL OBLIGATION CAPITAL IMPROVEMENT
BONDS, SERIES 1998C,
PROVIDING FOR THEIR ISSUANCE, AND LEVYING
A TAX FOR THE PAYMENT THEREOF
6 WHEREAS, the Director, O£fice of Financial Services,
7 has presented proposals received for the sale of $15,000,000
8 General Obligation Capital Improvement Bonds, Serie's 1998C (the
9 "Bonds"), of the City of Saint Paul, Minnesota ithe "City"); and
10 WfiEREAS, the proposals set forth on Exhibit A attached
11 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 advised this Council that the proposal of
16 �61\\ , RN�i2C1 =s^�rpara�--� was found to be the most
17 advantageous and 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
13
920587.2
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WHEREAS, the City has heretofore issued registered
obligations in certificated form, and incurs substantial costs
associated with their printing and issuance, and substantial
continuing transaction costs relating ta their payment, transfer
and exchange; and
WHEREAS, the City has determined that significant
savings in transaction costs wi11 result from issuing bonds in
"global book-entry form", by which bonds are issued in
certificated form in large denominations, registered on the books
of the City in the name of a depository or its nominee, and held
in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities
clearance and settlement system (the "National System") registers
transfers of ownership interests in the bonds by making
computerized book entries on its own books and distributes
payments on the bonds to its Participants shown on its books as
the owners of such interests; and such Participants and other
banks, brokers and dealers participating in the National System
will do likewise (not as agents of the City) i£ not the
beneficial owners of the bonds; and
WHEREAS, "Participants" means those financial insti=
tutions for whom the Depository effects book-entry transfers and
pledges of securities deposited and immobilized with the
Depository; and
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 o£ 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
(eaeh a"Global Certificate"), which single certificate per
maturity may be transferred on the City�s bond register as
required by the Uniform Commercial Code, but not exchanged
smaller denominations unless the City determines to issue
Replacement Bonds as provided below; and
date
for
41 WHEREAS, the City will be able to replace the
42 Depository or under certain circumstances to abandon the "global
43 book-entry form" by permitting the Global Certificates to be
44 exchanged for smaller denominations typical of ordinary bonds
45 registered on the City's bond register; and "Replacement Bonds"
46 means the certificates representing Che Bonds so authenticated
92D587.2 2
��`�-��-
1 and delivered by the Bond Registrar pursuant to paragraphs 6 and
2 12 hereof; and
3 WHEREAS, "HOlder" as used herein means the person in
a whose name a Bond is registered on the registration books of the
5 City maintained by the registrar appointed as provided in
6 paragraph S(the '�Bond Registrar"); and
7 WHEREAS, Rule 15c2-12 of the Securities and Exchange
8 Commission prohibits "participating underwriters" from purchasing
9 or selling the Bonds unless the City undertakes to provide
SO certain continuing disclosure with respect to the Bonds; and
11
12
13
14
15
16
17
• WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(4), 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
18 WHEREAS, proposals for the Bonds have been solicited by
19 Springsted Incorporated pursuant to an Official Statement and
20 Terms of Proposal therein:
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27
28
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NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
1. Acceptance of Proposal. The proposal of ABN-AMRO
Incorporated (the "Purchaser") to purchase $15,000,000 General
Obligation Capital Improvement Bonds, Series 1998C, of the City
(the "Bonds", or individually a"BOnd"), in accordance with the
Terms of Proposal for the bond sale, at the rates of interest set
forth hereinafter, and to pay for the Bonds the sum o£
$14,965,455.00, plus interest accrued to settlement, is hereby
found, determined and declared to be the most favorable propasal
received and is hereby accepted, and the Bonds are hereby awarded
to the Purchaser. 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.
2. Tit1e• Oriainal Issue Date: Denominations;
Maturities. The Bonds shall be titled "General Obligation
Capital Improvement Bonds, Series 1998C", shall be dated April 1,
1998, as the date of original issue and shall be issued forthwith
on or after such date as fully registered bonds. The Bonds shall
be numbered from R-1 upward. Global Certificates sha11 each be
in the denomination of the entire principal amount maturing on a
single date, or, if a portion of said principal amount is
prepaid, said principal amount less the prepayment. Replacement
Bonds, if issued as provided in paragraph 6, shall be in the
920587.2
�g-aya
1 denomination of $5,000 each or in any integral multiple thereof
2 of a single maturity. The Bonds shall mature on April 1 in the
3 years and amounts as follows:
4 Year Amount Year Amount
Fy
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
1999 $1,300,Q00
2000 1,300,000
2001 1,350,000
2002 1,400,000
2003 1,450,000
2004 $1,525,000
2005 1,575,000
2006 1,625,000
2Q07 1,7Q0,000
2008 1,775,000
3. Purgose. The Bonds shall provide funds for the
construction of the capital improvements in the City's 1998
cagital 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.
4. Interest. The Bonds shall bear interest payable
semiannually on April 1 and October 1 of each year (each, an
"Interest Payment Date"), commencing Apri1 1, 1999, calculated on
the basis of a 360-day year of twelve 30-day months, at the
respective rates per annum set forth opposite the maturity years
as follows:
Maturity Year Interest Rate Maturitv Year Interest Rate
2004
2005
2006
2007
2008
4.25%
4.35
4.40
4.40
4.50
28 1999 4.25%
29 2000 4.25
30 20�1 4.25
31 2002 4.25
32 2003 4.25
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5. Descri�rion of the Global Certificates and Global
Book-Entry System. Upon their original issuance the Bonds will
be issued in the form of a single Global Certificate for each
maturity, deposiCed with the Depository by the Purchaser and
immobilized as provided in paragraph 6. No beneficial owners of
interests in the Bonds will receive certificates representing
their respective interests in the Bonds except as provided in
paragraph 6. Except as so provided, during the term of the
Bonds, beneficial ownership (and subsequent transfers of
beneficial ownership) of interests in the Global Certificates
wi11 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
920587.2 4
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book entries of beneficial ownership interests are authorized to
be in increments of $S,QO� of principal of the Sonds, but not
smaller increments, despite the larger authorized denominations
of the G1oba1 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 wi11 receive and forward payments on behalf of
the beneficial owners of the Global CertiPicates.
Payment of principal of, premium, if any, and interest on a
Global Certificate may in the City's discretion be macle by such
other method of transferring funds as may be requested by the
Holder of a Global Certificate.
6.
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:
(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
or any substitute depository must be both a"clearing
corporation" as defined in the Minnesota Uniform Commercial
Code at Minnesota Statutes, Section 336.8-102, and a
qualified and registered "clearing agency" as provided in
Section 17A of the Securities Exchange Act of 1934, as
amended,
920587.2
5
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1 (iii? To a substitute depository designated by and
2 acceptable to the City upon (a) the determination by the
3 Depository that the Bonds shall no longer be eligible for
4 its depository services or (b) a determination by the Cit�
5 that the Depository is no longer able to carry out its
6 functions, provided that any substitute depository must be
7 qualified to act as such, as provided in clause (ii) of this
8 subparagraph, or
9 (iv) To those persons to whom transfer is requested
10 in written transfer instructions in the event that:
11 (a) the Depository shall resign or discontinue
12 its services for the Bonds and the City is unable to
13 locate a substitute depository within two (2? months
14 following the resignation or determination of non-
15 eligibility, or
16 (b) upon a determination by the City in its sole
17 discretion that (1) the continuation of the book-entry
18 system described herein, which precludes the issuance
19 of certificates (other than Global Certificates) to any
20 Aolder other than the Depository (or its nominee),
21 might adversely affect Che interest o£ the beneficial
22 owners of the Bonds, or (2) that it is in the best
23 interest of the beneficial owners of the Bonds that
24 they be able to obtain certificated bonds,
25 in either of which events the City shall notify Holders of
26 its determination and of the availability of certificates
27 (the "Replacement Bonds") to Holders requesting the same and
28 the registration, transfer and exchange of such Bonds will
29 be conducted as provided in paragraphs 9B and 12 hereof.
30
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�
In the event of a succession of the Depository as may
be authorized by this paragraph, the Bond Registrar upon
presentation of Global Certificates sha11 register their transfer
to the substitute or successor depository, and the substitute or
successor depository sha11 be treated as the Depository for all
purposes and functions under this resolution. The Letter of
Representations shall not apply to a substitute or successor
depository unless the City and the substitute or successor
depository so agree, and a similar agreement may be entered into.
7. Redemption.
40 (a) O_ptional Redemption; Due Date. All Bonds maturing
41 after April 1, 2006, shall be subject to redemption and
�2 prepayment at the option of the City on such date and on any day
�3 thereafter at a price of par plus accrued interest. Redemption
64 may be in whole or in part of Che Bonds subject ta prepayment.
5 If redemption is in part, those Bonds remaining unpaid may be
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�S
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prepaid in such order of maturity and in such amount per maturity
as the City shall determine; and if only part of the Sonds having
a common maturity date are called for prepayment, the G1oba1
Certificates may be prepaid in $5,000 increments of principal
and, if applicable, the speci£ic Replacement Bonds to be prepaid
shall be chosen by lot b� the Bond Registrar. Bonds or portions
thereof called for redemption shall be due and payable on the
redemption date, and interest thereon shall cease to accrue from
and after the redemption date.
(b) Notation on G1oba1 Certificate. Upon a reduction in
the aggregate principal amount of a Global Certificate, the
Holder may make a notation of such redemption on the panel
provided on the Global Certificate stating the amount so
redeemed, or may return the Global Certificate to the Bond
Registrar in exchange for a new Global Certificate authenticated
by the Bond Registrar, in proper principal amount. Such
notation, if made by the Holder, shall be for reference only, and
may not be relied upon by any oCher person as being in any way
determinative of the principal amount of such Global Certificate
outstanding, unless the Bond Registrar has signed the appropriate
column of tl panel.
(c) Selection of Re�lacement Bonds. To effect a partial
redemption of Replacement Bonds having a common maturity date,
the Bond Registrar prior to giving notice of redemption shall
assign to each Replacement Bond having a common maturity date a
distinctive number for each $5,000 of the principal amount of
such Replacement Bond. The Bond Registrar shall then select by
lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Replacement
Bonds, as many numbers as, at $5,000 for each number, shall equal
the principal amount of such Replacement Bonds to be redeemed.
The Replacement Bonds to be redeemed shall.be the Replacement
Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of each such
Replacement Bond of a denomination of more than $5,000 shall be
redeemed as shall equal $5,000 for each number assigned to it and
so selected.
(d) Partial Redemption of Re,placement Bonds. If a
Replacement Bond is to be redeemed only in part, ie shall be
surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, a written instrument of transfer in form
satisfactory to the City and Bond Registrar duly executed by the
Halder thereof or his, her or its attorney fluly 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
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principal amount equal to and in exchange for the unredeemed
portion of the principal of the Bond so surrendered.
(e} Request for Redemption. The Bond Registrar shall call
Bonds for redemption and payment as herein provided upon receipt
by the Bond Registrar at least forty-five (45) days prior to the
redemption date of a request of the City, in written form if the
Bond Registrar is other than a City officer. Such request shall
specify the principal amount of Bonds to be called for redemption
and the redemgtion date.
(f) Notice. Mailed notice of redemption shall be given to
the paying agent (if other than a City officer) and to each
affected Holder. If and when the City shall call any of the
Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the name
of the City of its intention to redeem and pay such Bonds at the
office of the Bond Registrar. Notice o£ redemption shall be
given by first class mail, postage prepaid, mailed not less than
thirty (30? days prior to the redemption date, to each Holder of
Bonds to be redeemed, at the address appearing in the Bond
Register. All notices of redemption ahall state:
(i) The redemption date;
(ii) The redemption price;
23 (iii? If less than all outstanding Bonds are to be
24 redeemed, the identification (and, in the case of partial
25 redemption, the respective principal amounts) of the Bonds
26 to be redeemed;
27 (iv) That on the redemption date, the redemgtion price
28 will become due and payable upon each such Bond, and that
29 interest thereon shall cease to accrue from and after said
30 date; and
31 (v? The place where such Bonds are to be surrendered
32 for payment of the redemption price Swhich shall be the
33 office of the Bond Registrar?.
34 (g) Notice to Depository. Notices to The Depository Trust
35 Company or its nominee shall contain the CUSIP numbers of the
36 Bonds. If there are any Aolders of the Bonds other than the
i7 Depository or its nominee, the Bond Registrar shall use its best
�8 efforts to deliver any such notice to the Depository on the
9 business day next preceding the date of mailing of such notice to
0 all other Aolders.
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8. Bond Registrar. 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. Prinaipal 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 of bond may
contain such additional or different terms and provisions as to
the form of payment, record date, notices and other matters as
are consistent with the Letter of Representations and approved by
the City Attorney.
A. Global Certificates. The Global Certificates,
together with the Certificate of Registration, the Register of
Partial Payments, the form of Assignment and the registration
information thereon, shall be in substantially the following form
and may be typewritten rather than printed:
920587.2
�
q�"
UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
5 R-
6 GENERAL OBLIGATION CAPITAL IMPROVEMENT
� BOND, SERIES 1998C
8 INTEREST MATURITY
9 RATE DATE
10 April 1,
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REGISTERED OWNER:
DATE OF
ORIGINAL ISSUE
April 1, 1998
$
CUSIP
PRINCIPAL AMOUNT: DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey County, Minnesota (the "ISSUer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate
of regiatration 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 April 1
and October 1 of each year (each, an "Interest Payment Date"),
commencing April 1, 1999, 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 gremium, 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 Chan 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 Che Bond to the Bond Registrar in exchange for a new Bond
in the proper principal amount. Such notation, if made by the
Holder, shall be for reference only, and may not be relied upon
by any other person as being in any way determinative of the
principal amount of this Bond outstanding, unless the Bond
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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 fi£teenth 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 2:30 p.m.,
Eastern time; and principal and premium payments shall be
received by the Holder no later than 2:30 p.m., Eastern time, if
the Bond is surrendered for payment enough in advance to permit
payment to be made by such time. Any interest not so timely paid
shall cease to be payable to the person who is the Holder hereof
as of the Regular Record Date, and shall be payable to the person
who is the Iiolder 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.
23 Date of Pa�ment Not Business Dav. If the date for
24 payment of the principal of, premium, if any, or interest on this
25 Bond shall be a Saturday, Sunday, legal holiday or a day on which
26 banking institutions in the City of New York, New York, or the
27 city where the principal office of the Bond Registrar is located
28 are authorized by law or executive order to close, then the date
29 for such payment shall be the next-succeeding day which is not a
30 Saturday, Sunday, legal holiday or a day on which such banking
31 institutions are authorized to close, and payment on such date
32 shall have the same force and effect as if made on the nominal
33 date of payment.
34 Redemption. All Bonds of this issue (the "Bonds")
35 maturing after April 1, 2006, are subject to redemption and
36 prepayment at the option of the Issuer on such date and on any
37 day thereafter at a price of par plus accrued interest.
38 Redemption may be in whole or in part of the Bonds subject to
39 prepayment. If redemption is in part, those Bonds remaining
40 unpaid may be prepaid in such order of maturity and in such
41 amount per maturity as the City shall determine; and if only part
42 of the Bonds having a common maturity date are called for
43 prepayment, this Bond may be prepaid in $5,000 increments of
44 principal. Bonds or portions thereof called for redemption shall
45 be due and payable on the redemption date, and interest thereon
46 sha11 cease to accrue from and after the redemption date.
47 Notice of Redemption. Mailed notice of redemption
48 shall be given to the paying agent (if other than a City officer)
49 and to each affected Holder of the Bonds. In the event any of
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1 the Bonds are called for redemption, written notice thereof will
2 be given by first class mail mailed not less than thirty (30)
3 days prior to the redemption date to each Holder of Bonds to be
4 redeemed. In connection with any such notice, the "CUSIP"
5 numbers assigned �o the Bonds shall be used.
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Reolacement or Notation of Bonds after Partial
Redemption. Upon a partial redemption of this Bond which results
in the stated amount hereof being reduced, the Holder may in its
discretion make a notation on the panel provided herein of such
redemption, stating the amount 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) ancl the Issuer
shall execute (if necessary? and the Bond Registrar shall
authenticate and deliver to the FIolder of such Bond, without
service charge, a new Bond of the same series having the same
stated maturity and interest rate and of the authorized
denomination in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond
so surrendered.
Issuance; Purpose: General Obligation. This Bond is
one of an issue in the total principal amount of $15,000,000, 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 April 1,
1998 (the "Resolution"l, for the purpose of providing money to
finance Che 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 o£ the Issuer have been and are hereby
irrevocably pledged.
45 Denominations� Exchanqe• Resolution. The Bonds are
46 issuable originally only as Global Certificates in the
47 denomination of the entire principal amount of the issue maturing
48 on a single date, or, if a portion of said principal is prepaid,
49 said principal amount less the prepayment. Global Certificates
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are not exchangeable for fully registered bonds of smaller
denominations except to evidence a partial prepayment or in
exchange for Replacement Bonds if then available. Replacement
Bonds, if made available as provided below, are issuable solely
as fully registered bonds in the denominations of $5,000 and
integral multiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
10 and subject to the limitations provided in the Resolution.
11 Reference is hereby made to the Resolution for a description of
12 the rights and duties of the Bond Registrar. Copies of the
13 Resolution are on file in the principal office of the Bond
14 Registrar.
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Replacement Bonds. Replacement Bonds may be issued by
the Issuer in the event that:
(a) the Depository sha11 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
benefioial owners of the Bonds that they be able to obtain
certificated bonds.
Transfer. This Bond shall be registered in the name of
the payee on the books of the Issuer by presenting this Bond for
registration to the Bond Registrar, who will endorse his, her or
its name and note the date of registration opposite the name of
the payee in the aerCifiaate of registration attached hereto.
Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal
representatives, and the Issuer and Bond Registrar may treat the
Holder as the person exclusively entitled to exercise all the
rights and powers of an owner until this Bond is presented with
such assignment for registration of transfer, accompanied by
assurance of the nature provided by law that the assignment is
genuine and effective, and until such transfer is registered on
said books and noted hereon by the Bond Registrar, all subject to
[he terms and conditions provided in the Resolution and to
reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar. Transfer of this Bond
may, at the direction and expense of the Issuer, be subject to
szosa�.z 13
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1 certain other restrictions if required to qualify this Bond as
2 being "in registered form" within the meaning of Section 149(a)
3 of the federal Internal Revenue Code of 1986, as amended.
4 Bees upon Transfer or Loss. The Bond Registrar may
5 require payment of a sum sufficient to cover any tax or other
6 governmental charge payable in connection with the transfer or
7 exchange of this Bond and any legal or unusual costs regarding
8 transfers and lost Bonds.
9 Treatment of Rec�istered Owner. The Issuer and Bond
10 Registrar may treat the person in whose name this Bond is
11 registered as the owner hereof for the purpose of receiving
12 payment as herein provided (except as otherwise provided with
13 respect to the Record Date) and for all other purposes, whether
14 or not this Bond shall be overdue, and neither the Issuer nor the
15 Bond Registrar shall be affected by notice to the contrary.
16 Authentication. This Bond shall not be valid or become
17 obligatory for any purpose or be entitled to any security unless
18 the Certificate of Authentication hereon shall have been executed
19 by the Bond Registrar.
20 Not Oualified Tax-Exempt Obligations. The Bonds have
21 not been designated by the Issuer as "qualified tax-exempt
22 obligations" for purposes of Section 265(b)(3) of the federal
23 Internal Revenue Code of 1986, as amended. The Bonds do not
24 qualify for such designation.
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IT IS HEREBY CERTIFIED AND RECITED that all acts,
conditions and things required by the Constitution and laws of
the State of Minnesota and the Charter of the Issuer to be done,
to happen and to be performed, precedent to and in the issuance
of this Bond, have been done, have happened and have been
performed, in regular and due form, time and manner as required
by law, and that this Bond, together with all other debts of the
Issuer outstanding on the date of original issue hereof and on
the date of its issuance and delivery to the original purchaser,
does not exceed any constitutional or statutory or Charter
limitation of indebtedness.
12 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
13 County, Minnesota, by its City Council has caused this Bond to be
14 executed on its behalf by the photocopied facsimile signature of
15 its Mayor, attested by the photocopied facsimile signature of its
16 Clerk, and countersigned by the photocopied facsimile signature
17 of its Director, Office of Financial Services, the official seal
18 having been omitted as permitted by law.
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Date of Registration:
5 HOND RBGTSTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
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15 Bond Registrar
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By
Authorized Signature
Registrable by:
Payable at:
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
21 General Obligation Capital Improvement Bond, Series 1998C, No.
22 R- .
920587.2
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CERTIFSCATE 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
1ega1 representative last noted below.
DATE OF
REGISTRATION
REGISTERED OWNER
SIGNATURE OF
BOND REGISTRAR
920587.2
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REGISTER OF PARTIAL PAYMENTS
The principal amount of the attached Bond has been prepaid on the
dates and in the amounts noted below:
Signature of Signature of
Da e Amount Bondholder Bond Reaistrar
If a notation is made on this register, such notation has the
effect stated in the attached Bond. Partial payments do not
require the presentation of the attached Bond to the Bond
Registrar, and a Holder could fail to note the partial payment
here.
920587.2
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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 iITMA - 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.
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ASSIGNMENT
For value received, the undersigned hereby sells,
assigns and transfers unto
the attached Bond and does
hereby irrevocably constitute and appoint
attorney to transfer the Bond on the
books kept for the registration thereof, with full power of
substitution in the premises.
Dated:
Notice: The assignor's signature to this
assignment must correspond with the name
as it appears upon the face of the
attached Bond in every particular,
without alteration or any change
whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a membership in one of the
major stock exchanges or any other '�Eligible Guarantor
Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
The Bond Registrar will not effect transfer of this
Bond unless the in£ormation concerning the transferee requested
below is provided.
Name and Address:
(Include information for all joint
owners if the Bond is held by joint
account.)
920587.2
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1 B. ReDlacement 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 o£ a Global Certificate not previously
6 exchanged for Replacement Bonds) the Bond Registrar shall deliver
7 a certificate in the form of the Replacement Bond rather than the
8 Global Certificate, but the Aolder of a G1oba1 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 Registrar's Certificate
15 of Authentication, the form of Assignment and the registration
16 information thereon, shall be in substantially the following
17 form:
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1 UNITED STATES OF AMERICA
2 STATE OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAINT PAUL
5 R-
6 GENERAL OBLIGATION CAPITAL IMPROVEMENT
7 BOND, SERIES 1998C
8 INTEREST
9 RATE
iSi]
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REGISTERED OWNER:
PRINCIPAL AMOUNT:
KNOW ALL
Saint Paul, Ramsey
certifies that it
MATURITY DATE OF
DATE ORIGINAL ISSUE
CUSIP
DOLLARS
PERSONS BY THESE PRESENTS that the City of
County, Minnesota (the "Issuer" or "City"),
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 April 1 and October 1 of each year (each, an
"Interest Payment Date"), commencing April 1, 1999, 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 reaent 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
the close of business on a date (the "Special Record Date") fixed
by the Bond Registrar whenever money becomes available for
April 1, 1998
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1 payment of the defaulted interest. Notice of the Special Record
2 Date sha11 be given to Bondholders not less than ten days prior
3 to the Special Record Date. The principal of and premium, if
4 any, and interest on this Bond are payable in lawful money of the
5 United States of America.
6 REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF
7 TAIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SF3ALL
8 FOR ALL PURPOSES FiAVE THE SAME EFFECT AS IF SET FORTH HERE.
9 IT IS HEREBY CERTIFIED AND RECITED that all acts,
10 condiCions and things required by the Constitution and laws of
11 the State of Minnesota and the Charter of the Issuer to be done,
12 to happen and to be performed, precedent to and in the issuance
13 of this Bond, have been done, have happened and have been
14 performed, in regular and due form, time and manner as required
15 by law, and that this Bond, together with all other debts of the
16 Issuer outstanding on the date of original issue hereof and on
17 the date of its issuance and delivery to the original purchaser,
18 does not exceed any constitutional or statutory or Charter
19 limitation of indebtedness.
20 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
21 County, Minnesota, by its City Council has caused this Bond to be
22 executed on its behalf by the original or facsimile signature of
23 its Mayor, attested by the original or facsimile signature of its
24 Clerk, and countersigned by the original or facsimile signature
25 of its Director, Office of Financial Services, the official seal
26 having been omitted as permitted by law.
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Date of Registration:
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTFIENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
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15 Bond Registrar
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By
Authorized Signature
Registrable by:
Payable at: _
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Mayor
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
e
920587.2
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ON REVERSE OF BOND
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Date of Payment Not Business Dav. If the date for
payment of the principal of, premium, if any, or interest on this
Sond shall be a Saturday, Sunday, legal holiday or a day on which
banking institutions in the City of New York, New York, or the
city where the principal office of the Bond Registrar is located
are authorized by law or executive order to close, then the date
for such payment shall be the next succeeding day which is not a
Saturday, Sunday, legal holiday or a day on which such banking
institutions are authorized to close, and payment on such date
shall have the same force and effect as if made on the nominal
date of payment.
Redem�tion. All Bonds of this issue (the "Bonds")
maturing after April 1, 2006, 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 part
of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by
lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and
interest thereon shall cease to accrue from and after the
redemption date.
Notice of Redemption. Mailed notice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Holder of the Bonds. 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 8onds 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 to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amounC o£
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
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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: Purpose: General Obliaation. This Bond is
one of an issue in the total principal amount of $15,000,000, 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 April 1,
1998 (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 to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the Issuer have been and are hereby
irrevocably pledged.
Denominations; Exchanae: Resolut�.on. The Bonds are
issuable solely as £ully registered bonds in the denominations of
$5,000 and integral multiples thereaf 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.
Transfer. This Bond is transferable by the Holder in
person or by his, her or its attorney duly authorized in writing
at the principal office of the Bond Registrar upon presentation
and surrender hereof to the Bond Registrar, all subject to the
terms and conditions provided in the Resolution and_to reasonable
regulations of the Issuer contained in any agreement with, or
notice to, the Bond Registrar. Thereupon the Issuer sha11
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1 execute and the Bond Registrar shall authenticate and deliver, in
2 exchange for this Bond, one or more new fully registered Bonds in
3 the name of the transferee (but not registered in blank or to
4 "bearer" or similar designation), of an authorized denomination
5 or denominations, in aggregate principal amount equal to the
6 principal amount of this Bond, of the same maturity and bearing
7 interest at the same rate.
8 Fees upon Transfer or Loss. The Bond Registrar may
9 require payment of a sum sufficient to cover any tax or other
10 governmental charge payable in connection with the transfer or
11 exchange of this Bond and any legal or unusual costs regarding
12 transfers and lost Bonds.
13 Treatment of Reqistered Owner. The Issuer and Bond
14 Registrar may treat the person in whose name this Bond is
15 registered as the owner hereof for the purpose of receiving
16 payment as herein provided (except as otherwise provided on the
17 reverse side hereof with respect to the Record Date1 and for all
18 other purposes, whether or not this Bond shall be overdue, and
19 neither the Issuer nor the Bond Registrar shall be affected by
20 notice to the contrary.
21 Authentication. This Bond shall not be valid or become
22 obligatory for any purpose or be entitled to any security unless
23 the Certificate of Authentication hereon shall have been executed
24 by the Bond Registrar.
25 Not Oualified Tax-Exempt Obliaations. The Bonds have
26 no been designated by the Issuer as "qualified tax-exempt
27 obligations" for purposes of Section 265(b)(3) of the federal
28 Internal Revenue Code of 1986, as amended. The Bonds do not
29 qualify for such designation.
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ABBREVIATIONS
2 The following abbreviations, when used in the
3 inscription on the face of this Bond, shall be construed as
4 though they were written out in full according to applicable laws
5 or regulations:
6 TEN COM - as tenants in common
7 TEN ENT - as tenants by the entireties
8 JT TEN - as joint tenants with right of survivorship
9 and not as tenants in common
10 UTMA - as custodian for
11 (Cust) (Minor)
12 under the Unifoi'm Transfers to Minors Act
13 (State)
14 Additional abbreviations may also be used
15 though not in the above list.
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1
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
11 assignmenC 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" as defined in 17 CFR 240.17Ad-15(a)(2).
21 The Bond Registrar will not effeot transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
25
26
27 (Include information for all joint owners
28 if the Bond is held by joint account.)
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10. Execution. The Bonds shall be executed on behalf
of the City by the signaCUres of its Mayor, Clerk and Director,
pffice of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City;
provided, however, that the seal of the City may be a printed or
photocopied facsimile; and provided further that any of such
signatures may be printed or photocopied facsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of any
such officer, the Bonds may be signed hy 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 sha11
cease to be such officer before the delivery of the Bonds, such
signature or facsimile shall nevertheless be valid and suf£icient
for all purposes, the same as if he or she had remained in office
until delivery.
11. Authentication• Date of Reqistration. 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 sha11 authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated. For purposes of delivering the original Global
Certificates to the Purchaser, the Bond Registrar shall insert as
the date of registration the date of original issue, which date
is April 1, 1998. 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• Exchanc,�e. The City will
cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to such reasonaHle regulations as
the Bond Registrar may prescribe, the Bond Registrar shall
provide for the registration of Bonds and the regis�ration of
transfers of Bonds entitled to be registered or transferred as
herein provided.
42 A G1oba1 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
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on the Global Certificate. Thereafter a G1oba1 Certificate may
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 o£ 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 Co 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.
14 Transfer of a G1oba1 Certificate may, at the direction
15 and expense of the City, be subject to other restrictions if
16 required to qualify the Global Certificates as being "in
17 registered form" within the meaning of Section 149(a1 of the
18 federal Internal Revenue Code of 1986, as amended.
19 If a Global Certificate is to be exchanged for one or
20 more Replacement Bonds, all of the principal amount of the Global
21 Certificate shall be so exchanged.
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Upon surrender for transfer of any Replacement Bond at
the principal o£fice 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.
33 At the option of the Holder o£ a Replacement Bond,
34 Replacement Bonds may be exchanged for Replacement Bonds of any
35 authorized denomination or denominations of a like aggregate
36 principal amount and sCated maturity, upon surrender of the
37 Replacement Bonds to be exchanged at the principal office of the
38 Bond Registrar. Whenever any Replacement Bonds are so
39 surrendered for exchange, the City shall execute (if necessary),
40 and the Bond Registrar shall authenticate, inserC the date of
41 registration of, and deliver the Replacement Bonds which the
42 Holder making the exchange is entitled to receive. Global
43 Certificates may not be exchanged for Global Certificates of
44 smaller denominations.
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1 All Bonds surrendered upon any exchange
2 provided for in this resolution shall be promptly
3 the Bond Registrar and thereafter disposed of as
4 City.
or transfer
cancelled by
directed by the
5 All Bonds delivered in exchange for or upon transfer of
6 Bonds shall be valid general obligations of the City evidencing
7 the same debt, and entitled to the same benefits under this
8 resolution, as the Bonds surrendered for such exchange or
9 transfer.
10 Every Bond presented or surrendered for transfer or
11 exchange shall be duly endorsed or be accompanied by a written
12 instrument of transfer, in form satisfactory to the Bond
13 Registrar, duly executed by the Holder thereof or his, her or its
14 attorney duly authorized in writing. -
15 The Bond Registrar may require payment 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 to close its transfer books between record
23 dates and payment dates.
24 13. Riqhts Upon Transfer or Exchanae. 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.
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14. Interest Payment: Re�ord Date. InteYest on any
Global Certificate shall be paid as provided in the first
paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to
the person in whose name the Bond is registered (the "Holder") on
the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at
the close of business on the fifteenth (15th) day of the calendar
month preceding such InteresC Payment Date (the "Regular Record
Date"). Any such interest not so timely paid sha11 cease to be
payable to the person who is the Iiolder 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
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1 Special
2 Holders
3 Date.
Record Date shall be given by the Bond Registrar to the
not less than ten (10) days prior to the Special Record
4 15. Holders: Treatment of Registered Owner: Consent of
5 Holders.
6 (A) For Che purposes of all actions, consents and other
7 matters affecting Holders of the Bonds, other than payments,
8 redemptions, and purchases, the City may {but shall not be
9 obligated to) treat as the Holder of a Bond the beneficial owner
10 of the Bond instead of the person in whose name the Bond is
11 registered. For that purpose, the City may ascertain the
12 identity of the beneficial owner of the Bond by such means as the
13 Bond Registrar in its sole discretion deems appropriate,
14 including but not limited to a certificate from the person in
15 whose name the Bond is registered identifying such beneficial
16 owner.
17 (B) The City and Bond Registrar may treat the person in
18 whose name any Bond is registered as the owner of such Bond for
19 the purpose of receiving payment of principal of and premium, if
20 any, and interest (subject to the payment provisions in paragraph
21 14 above} on, such Bond and for all other purposes whatsoever
22 whether or not such Bond shall be overdue, and neither the City
23 nor the Bond Registrar shall be affected by notice to the
24 contrary.
25 (C) Any consent, request, direction, approval, objection or
26 other instrument to be signed and executed by the Holders may be
27 in any number of concurrent writings of similar tenor and must be
28 signed or executed by such Holders in person or by agent
29 appointed in writing. Proof of the execution of any such
30 consent, request, direction, approval, objection or other
31 instrument or of the writing appointing any such agent and o£ the
32 ownership of Bonds, if made in the following manner, shall be
33 sufficient for any of the purposes of this resolution, and shall
34 be conclusive in favor of the City with regard to any action
35 taken by it under such request or other instrument, namely:
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(1) The fact and date of the execution by any person
of any such writinq 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.
33
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1 (2) Subject to the provisions of 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• Application of Proceeds. The Global
7 Certi£icates 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.
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17. Fund and Account. There is hereby created a
special account to be designated the "Capital Improvement Bonds
of 1998C 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 for the Bonda in excess of $14,850,0�0. From the
Account there shall be paid all costs and expenses of
making the Improvements, including the cost of any
construction contraats heretofore let and all other
costs incurred and to be inourred 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 alsb 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 i£ 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
inatituted 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.
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(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 for 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 $14,85�,00o; (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.
Said special account created in the Fund shall be used
solely to pay the principal and interest and any premiums £or
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 Chan
$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
therefrom) in excess of amounts which under then-applicable
federal arbitrage regulations may be invested without regard as
to yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbitrage
regulations on such investments after taking into 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 Che Account or the Fund shall
not be invested in obligations or deposits issued by, guaranteed
by or insured by Che United States or any agency or instrumen-
tality thereof if and to the extent that such investment would
cause the Bonds to be "federally guaranteed" within the meaning
of Section 149(b) of the federal Internal Revenue Code of 1986,
as amended (the "Code").
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18. Tax Lew • Coveracre 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 sha11 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
Lew
Year of Tax
Collection
Amount
1997`
1998
1999
2000
2001
2002
2003
2�Q4
2005
2006
1998`
1999
2000
2001
2002
2003
2004
2005
2006
20Q7
$2,045,925
1,987,913
1,9$2,400
1,974,657
1,964,682
1,978,725
1,963,172
1,943,734
1,947,409
1,947,619
' heretofore levied or pzovided £rom other available City funcls
The tax levies are such that if collected in full they,
together with estimated collections oE any other revenues herein
pledged for the payment of the Bonds, will produce at least five
percent i5%) in excess of the amount needed to meet when due the
principal and interest payments on the Bonds. The tax levies
shall be irrepealable so long as any of the Bonds are outetanding
and unpaid, provided that the City reserves the right and power
to reduce the levies in the manner and to the extent permitted by
Minnesota Statutes, Section 475.61, Subdivision 3.
19. General Obligation Pledae. For the prompt and
full payment of the principal and interest on the Bonds, as the
same respectively become due, the £ull faith, credit and taxing
powers o£ the City shall be and are hereby irrevocably pledged.
If the balance in the Fund (as defined in paragraph 17 hereof) is
ever insufficient to pay all principal and interest then due on
the Bonds payable therefrom, the deficiency shall be promptly
paid out of any other funds of the City which are available for
such purpose, including the general fund of the City, and such
other funds may be reimbursed with or without interest from the
Fund when a sufficient balance is available therein.
20. Certificate of Reaistration. 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
certi£icate that the Bonds have been entered in the County
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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 of 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. -
22. Neaative Covenants as to Use of Proceeds and
Improvements. The City hereby covenants not to use the proceeds
of the Bonds or to use the Improvements, or to cause or permit
them to be used, or to enter into any deferred payment arrange-
ments for the cost of the Improvements, in such a manner as to
cause the Bonds to be "private activity bonds" within the meaning
of Sections 103 and 141 through 150 of the Code. The City
reasonably expects that no actions will be taken over the term of
the Bonds that would cause them to be private activity bonds, and
the average term of the Bonds is not longer than reasonably
necessary for the governmental purpose of the issue. The City
hereby covenants not to use the proceeds of the Bonds in such a
manner as to cause the Bonds to be "hedge bonds" within the
meaning of Section 149(g) of the Code.
23. Tax-Exempt Status oi the Bonas• xenate: �sections.
The City shall comply with requirements necessary under the Code
to establish and maintain the exclusion from gross income under
Section 103 of the Code of the interest on the Bonds, including
without limitation requirements relating to temporary periods for
investments, limitations on amounts invested at a yield greater
than the yield on the Bonds, and the rebate of excess investment
earnings to the United States.
The City expects that the two-year expenditure
exception to the rebate requirements may apply to the
construction proceeds of the Bonds.
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
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shall be, and shall be deemed and treated as, elections of the
City.
24. No Desiqnation of Oualified Tax-Exempt
OhliQations._ The Bonds, together with other obligations issued
by the City in 1998, exceed in amount those which may be
qualified as "quali£ied tax-exempt obligations" within the
meaning of Section 265(b)(3) of the Code, and hence are not
designated for such purpose.
25. Letter of ReAresentations. The Letter of
Representations for the Bonds is hereby confirmed to be the
Blanket Issuer Letter of Representations dated April 10, 1996, by
the City and received and accepted by The Depository Trust
Company. So long as The Depository Trust Company is the
Depository or it or its nominee is the Holder of any Global
Certificate, the City shall comply with the provisions of the
Letter of Representations, as it may be amended or supplemented
by the City from time to time with the agreement or consent of
The Depository Trust Company.
19 26. Neaotiated Sale. The City has retained Springsted
20 Incorporated as an independent financial advisor, and the City
21 has heretofore determined, and hereby determines, to sell the
22 Bonds by private negotiation, all as provided by Minnesota
23 Statutes, Section 475.60, Subdivision 2(9).
24
25
26
27
28
29
30
27. Continuing Disclosure. The City is an obligated
person with respect to the Bonds. The City hereby agrees, in
accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the 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:
31 A. Provide or cause to be provided to each nationally,
32 recognized municipal securities information repository
33 ("NRMSIR") and to the appropriate state information
34 depository ("SID"), if any, for the State of Minnesota, in
35 each case as designated by the Commission in accordance with
36 the Rule, certain annual financial information and operating
37 data in accordance with the Undertaking. The City reserves
38 the right to modify from time to time the terms of the
39 Undertaking as provided therein.
40 B. Provide or cause to be provided, in a timely
41 manner, to (i) each NRMSIR or to the Municipal Securities
42 Rulemaking Board ("MSRB") and (ii) the SID, notice of the
43 occurrence of certain material events with respect to the
44 Bonds in accordance with the Undertaking.
9zosa�.z 3 8
q �' 1�'►a-
C. Provide or cause to be provided,
manner, to (i) each NRMSIR or to the M5RB
notice of a failure by the City to provide
financial information with respect to the
the Undertaking.
in a timely
and (ii) the SID,
the annual
City described in
6 The CiCy agrees that its covenants pursuant to the Rule
7 set forth in this paragraph 27 and in the Undertaking are
8 intended to be for the benefit of the Holders of the Bonds and
9 shall be enforceable on behalf of such Holders; provided that the
10 right to enforce the provisions of these covenants sha11 be
11 limited to a right to obtain specific enforcement of the City's
12 obligations under the covenants.
13 The Mayor and Director, Office o£ Financial Services,
14 or any other officers of the City authorized to act in their
15 stead (the "Officers"), are hereby authorized and directed to
16 execute on behalf of the City the Undertaking in substantially
17 the form presented to the City Council, subject to such
18 modifications thereof or additions thereto as are (i) consistent
19 with the requirements under the Rule, (ii) required by the
20 Purchaser, and (iii) acceptable to the Officers.
21 28. Severability. If any section, paragraph or
22 provision of this resolution shall be held to be invalid or
23 unenforceable for any reason, the invalidity or unenforceability
24 of such section, paragraph or provision shall not affect any of
25 the remaining provisions of this resolution.
920587.2 3 9
OR{G{NAL
y 29. Headinas. Headings in this resolution are
2 included £or convenience of ze£esence only and aze not a paxt
3 hezeof, and sha11 not limit or define the meaning of any
4 provision hereof.
�I�"�' �
Requested by Department of:
920587.2
Financial Services
DATE INITIATEO
:h�,,998 GREEN SHEET
qY _ ay ��
No 60942
�nrctauoaae
, U ce.Ne,rwrarsEC,crt�_ U a,,,w,.kx _
4GENDA BY (DA'fE)
ASSIGN
NUMBERFOR 2 UfYATTOIINEY CRYCLFAIl�
ROUTING
ORDQt RWlCIRI.SFRVICESdR f��RllqnLBERV/AECf6
a YAYOR(ORASSLST4Nf�� �
TOTAL # OF SIGNATURE PAGES 1_ (CLIP ALL LOCATIONS FOR SIGNATURE�
iis resdution accepts the winning proposal and avrards the bid for the $15,000,000 G.O.
�pital ImprovemeM Bonds Series 1998C. This is a competitive bond sale and the award
gdng to the bidder found most advaMageos (lovrest eost) to the City.
PLANNING CAMMISSION
CIB CAMMITTEE
CIVIL SERVICE COMMISSION
Has this persoNfirtn ever vroAred under a corRrac[ fo� this tlepartmeM?
YES NO
Has this persoNfirtn ever been a city employee?
YES NO
Dces this persoNfirm possess a skill not nomwlly possesseU by any current city employee?
YES NO
Is Nis person/firm a targetetl vendoR
YES NO
IATING PROBLEM ISSUE, OPPORTUNI7Y (Who, What, When, Where. Why)
bonds are for the purpose of funtling the bond (na�ing portion of the Capital ImprovemeM Budget.
IF
�nll be availaGe For the CIB Budget.
�`i�Ui4G� Pe�S��sC�h t`,�t?&�'P
*�
.+ � ..
IF APPROVED
�AR 2 � 1998
, ��'�`i"v7?'� biE�=i�.�
'ANTAGES IF NOT APPROVED
cedetl for pP� Orol�s vnll not be available.
AMOUNT OF TRANSACTION S_ Su.000.000 CAST/REVENUE BUDGEfED (CIRCLE ON�
ACTIVITY NUMBER
YES NO
INFORMATON (EXPWN)
°I �"�,y2�
EXHIBITS
Exhibit A - Proposals
920587.2
qg -a4 a.
and delivered by the Bond Registrar pursuant to paragraphs 5 and
12 hereof; and
WHEREAS, "Holder" as used herein means the person in ;
whose name a Bond is registered on the registration books of tYie
City maintained by the registrar appointed as provided in
paragraph 8 (the "Bond Registrar"); and '
7 WHEREAS, Rule 15c2-12 of the Securities
8 Commission prohibits "participating underwriters"
9 or selling the Bonds unless the City undertakes to
10 certain continuing disclosure with respect to the
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
WHEREAS, pursuant to Minnesota Statutes,
475.60, Subdivision 2(9), public sale requirements
to the Bonds if the City retains an independent fi
and determines to sell the Bonds by private nego�i
City has instead authorized a competitive sale,wit
publication of notice thereof as a form of private
and %
WHEREAS, proposals for the B
Springsted Incorporated pursuant to an
Terms of Proposal therein:
NOW, TAEREFORE, BE IT R
City of Saint Paul, Minnesota, as
and Exchange
from purchasing
provi�de
Bond�s; and
Section
�do not apply
�nancial advisor
ation, and the
hout
negotiation;
have been solicited by
cial Statement and
by the Council of the
1. Acce tance of Pro The proposal of
(the "Purchaser"), to purchase
$15,000,000 General Obligation�Capital Improvement Bonds, Series
1998C, of the City (the "Bon ", or individually a"BOnd"), in
accordance with the Terms o Proposal for the bond sale, at the
rates of interest set
the sum of $
is hereby found, deteri
proposal received and
hereby awarded to t�.
Financial Services, r
deposit of the Pura as
makinq proposals t�heir
or� hereinafter, and to pay for the Bonds
_, plus interest accrued to settlement,
i.fied and declared to be the most favorable
�S hereby accepted, and the Bonds are
urchaser. The Director, Office of
his designee, is directed to retain the
r and to forthwith return to the others
good faith checks or drafts.
2. Tl'itle: Original Issue Date; Denominations:
Maturities. Tk}�e Bonds shall be titled "General Obligation
Capital Impro�ement Bonds, Series 1998C", shall be dated April 1,
1998, as the!date of original issue and shall be issued forthwith
on or afterisuch date as fully registered bonds. The Bonds shall
be numberet� from R-1 upward. Global Certificates shall each be
in the de�omination of the entire principal amount maturing on a
single date, or, if a portion of said principal amount is
prepaid/" said principal amount less the prepayment. Replacement
Bonds,Ji£ issued as provided in paragraph 6, shall be in the
920587
��•�.y �
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
denomination of $5,000 each or in any integral multiple there
of a single maturity. The Bonds shall mature on April 1 in t
years and amounts as follows:
Year Amount Year Amo T un�
1999 $1,300,000
2000 1,300,000
2001 1,350,000
2002 1,400,000
2003 1,450,000
2004
2005
2006
2007
2008
$1,52 ,000
1,5 5,000
1, 25,000
,700,000
�1,775,000
3. Purnose. The Bonds shall provide�unds for the
construction of the capital improvements in the-�ty's 1998
capital improvement budget (the "Improvements") The proceeds of
the Bonds shall be deposited and used as provi ed in paragraph
17, for the purpose described by Laws of Minn sota for 1971,
Chapter 773, as amended, and any excess mone s shall be devoted
to any other purpose permitted by law. The otal cost of the
Improvements, wh'ich shall include all cost enumerated in
Minnesota Statutes, Section 475.65, is es mated to be at least
equal to the amount of the Bonds. Work the Improvements shall
proceed with due diligence to completio .
21 4. Interest. The Bonds s}n'all bear interest payable
22 semiannually on April 1 and October of each year (each, an
23 "Interest Payment Date"), commenci April 1, 1999, calculated on
24 the basis of a 360-day year of tw ve 30-day months, at the
25 respective rates per annum set £ th opposite the maturity years
26 as follows:
27 Maturit�Year Interest Rate Maturitv Year Interest Rate
28 1999
29 2000
30 2001
31 2002
32 2�03
33
34
35
36
37
38
39
40
41
42
43
44
45
2004
2005
2006
2007
2008
5. Descri tion ot the Glol�al C:ertlTlcates ana Cstonal
Book-Entrv System. on their original issuance the Bonds will
be issued in the fo of a single Global Certificate for each
maturity, deposite with the Depository by the Purchaser and
immobilized as pr ided in paragraph 6. No beneficial owners of
interests in the onds will receive certificates representing
their respectiv interests in the Bonds except as provided in
paragraph 6. cept as so provided, during the term of the
Bonds, benefic al ownership (and subsequent transfers of
beneficial o ership) of interests in the Global Certificates
will be refl cted by book entries made on the records of the
Depository nd its Participants and other banks, brokers, and
dealers pa ticipating in the National System. The Depository's
920587.2
�l�"�
1 18. Tax Levy; Coveracre Test. To provide moneys
2 payment of the principal and interest on the Bonds there is
3 hereby levied upon all of the taxable property in the City
4 direct annual ad valorem tax which shall be spread upon the
5 rolls and collected with and as part of other general prope
6 taxes in the City for the years and in the amounts as follo
�
9
10
il
12
13
14
15
16
17
18
Year of Tax
Levy
1997�
1998
1999
2000
2001
2002
2003
2004
2005
2006
Year of Tax
Collection
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
19 ` heretofore levied or provided from other
Amount
E�
for
r�
lable City funds
20 The tax levies are such that if cc�llected in full they,
21 together with estimated collections of any/other revenues herein
22 pledged for the payment of the Bonds, will produce at least five
23 percent (5%) in excess of the amount nee ed to meet when due the
24 principal and interest payments on the onds. The tax levies
25 shall be irrepealable so long as any o the Bonds are outstanding
26 and unpaid, provided that the City re erves the right and power
27 to reduce the levies in the manner a d to the extent permitted by
28 Minnesota Statutes, Section 475.61, Subdivision 3.
29 19. General Obli atio Pled e. For the prompt and
3o full payment of the principal a d interest on the Bonds, as the
31 same respectively become due, e full faith, credit and taxing
32 powers of the City shall be d are hereby irrevocably pledged.
33 If the balance in the Fund s defined in paragraph 17 hereof) is
34 ever insufficient to pay a principal and interest then due on
35 the Bonds payable therefr m, the deficiency shall be promptly
36 paid out of any other f ds of the City which are available for
37 such purpose, includin the general fund of the City, and such
38 other funds may be r mbursed with or without interest from the
39 Fund when a suffici nt balance is available therein.
40
41
42
43
44
45
46
20. C rtificate of Re istration. The Director, Office
of Financial S vices, is hereby directed to file a certified
copy of this esolution with the officer of Ramsey County,
Minnesota, rforming the functions of the county auditor (the
"County A itor"), together with such other information as the
County A ditor shall require, and to obtain the County Auditor's
certif' ate that the Bonc3s have been entered in the County
�