98-244oR��1NA�
Presented By
Referred To
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�C�E`F��e��- `1���`l�
'P>�ts 1�3�'-�, la� 35 3C��
RESOLUTlON
CITY OF SAINT PAUi.. 14�1i1�l1NESOT�
CouncilFile# \O " eZ4�.
GreenSheet# l�U \��
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Committee: Date
ACCEPTING PROPOSAL ON SALE OF
$2,800,000 GENERP.L OBL,IGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BONDS, SERIES 1998D,
PROVIDING FOR THEIR ISSIIANCE, AND LEVYII3G
A TAX FOR THE PAYMENT THEREOF
6 WHEREAS, the Director, Office of Financial Services,
7 has presented proposals received for the sale of $2,800,000
8 General Obligation Street Improvement Special Assessment Bonds,
9 Series 1998D (the "Bonds"), of the City of 8aint Paul, Mznnesota
10 (the "City"); and
11 wHEREAS, the proposals set farth on Exhibit A attached
12 hereto were received pursuant to the Terms of Proposal at the
13 offices of Springated Incorporateci a� 10:30 A.M., Central Time,
14 this same day; and
15 WHEREAS, the Director, Office of Financial Services,
16 has advised this Council that the proposal of
17 us � .� was found to be the most advantageous
18 and has re ommended that said proposal be accepted; and
19 WHEREAS, the proceeds of the Bonds will finance certain
20 ' street improvements to be specially assessed, for which the City
21 is proceeding pursuant to its Charter and not Minnesota Statutes,
22 Chapter 429, 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 to their payment, transfer
and exchange; and
WHEREAS, the City has determined that significant
savings in transaction costs will result from issuing bonds in
"global book-entry form", by which bonds are issued in
certificated form in large denominations, registered on the books
of the City in the name of a depository or its nominee, and held
in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities
clearance and settlement system (the "13ational System"} registers
transfers of ownership interests in the bonds by making
computerized book entries on its own books and distributes
payments on the bonds to its Participants shown on its books as
the owners of such interests; and such Participants and other
banks, brokers and dealers participating in the National System
will do likewise (not as agents of the City) if not the
beneficial owners of the bonds; and
WHEREAS, "Participants" means those finanCial
institutions 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 of representations (the "Letter of
Representations") setting forth various matters relating to the
Depository and its role with respect to the Bonds; and
WHEREAS, the City wi11 deliver the Sonds in the form of
one certificate per maturity, each representing the entire
principal amount of the Bonds due on a particular maturity
(each a��Global Certificate"?, which single certificate per
maturity may be transferred on the City's bond register as
required by the Uniform Commercial Code, but not exchanged
smaller denominations unless the City determines to issue
Replacement Bonds as provided below; and
date
for
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 the 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
4 whose name a Bond is registered on the registration books of the
5 City maintained by the registrar appointed as provided in
6 paragraph 8(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
10 certain continuing disclosure with respect to the Bonds; and
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WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds if the City retains an independent financial advisor
and determines to sell the Bonds by private negotiation, and the
City has instead authorized a competitive sale without
publication of notice thereof as a form of private negotiation;
and
18 WIIEREAS, proposals for
19 Springsted Incorporated pursuant
20 Terms of Proposal therein:
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the Bonds have been solicited by
to an Official Statement and
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
1. Acceptance of Proposal. The proposal of
U.S. Bancorp., Inc. (the "Purchaser"1, to purchase $2,800,000
General Obligation Street Improvement Special Assessment Bonds,
Series 1998D, 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 hereinafter set forth, and to pay
therefor the sum of $2,782,360.00, plus interest acczued to
settlement, is hereby found, determined and declared to be the
most favorable proposal received and is hereby accepted, and the
Bonds are hereby awarded to the Purchaser. The Director, 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.
36 2. Title; Original Issue Date; Denominations;
37 Maturities. The Bonds shall be titled "General Obligation Street
38 ImprovemenC Special Assessment Bonds, Series 1998D", shall be
39 dated April 1, 1998, as the date of original issue and shall be
4� issued forthwith on or after such date as fu11y registered bonds.
41 The Bonds sha11 be numbered from R-1 upward. Global Certificates
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shall 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 denomination of $5,000 each or in any integral multiple
thereof of a single maturity. The Bonds shall mature on April 1
in the years and amounts as follows:
Year Amount
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1999
2000
2��1
2002
2003
2004
For purposes
maturities of
of the City's
Bonds, Series
Year Amount
$410,000 2005 $ 115,000
135,000 2006 115,000
115,�00 2�07 115,�00
115,000 2008 115,000
115,000 2009 115,000
115,000 2010 1,220,000
of Minnesota Statutes, Section 475.54, the serial
the Bonds are combined with the serial maturities
$15,000.000 General Obligation Capital Improvement
1998C.
3. Purpose.
construction of various
in the City, and any exc
purpose permitted by lati
which shall include all
Section 475.65, is estitt
of the Bonds. Work on t
diligence to completion.
The Bonds shall provide funds £or the
street improvements (the "Improvements")
ess funds shall be devoted to any other
. The total cost of the Improvements,
costs enumerated in Minnesota Statutes,
ated to be at least equal to the amount
he Improvements shall proceed with due
27 4. Interest. The Bonds shall bear
28 semiannually on April 1 and October 1 of each
29 "Interest Payment Date"}, commencing April 1,
30 the basis of a 360-day year of twelve 30-day
31 respective rates per annum set forth opposite
32 as follows:
33 Maturity Year
34 1999
35 2000
36 2001
37 2002
38 2003
39 2004
Interest Rate
3.70%
3.90
4.10
4.15
4.20
4.30
Maturity Year
2005
2006
2007
2008
2009
2010
interest payable
year (each, an
1999, calculated on
months, at the
the maturity years
Interest Rate
4.40%
4.45
4.50
4.55
4.65
4.75
40 ' 5. Description of the Global Certificates and_Global
41 Book-Entrv Svstem. Upon their original issuance the Bonds will
42 be issued in the form of a single Global Certificate for each
43 maturity, deposited with the Depository by the Purchaser and
A4 immobilized as provided in paragraph 6. No beneficial owners of
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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
will be reflected by book entries made on the records of the
Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's
book entries of beneficial ownership interests are authorized to
be in increments of $5,000 of principal of the Bonds, but not
smaller increments, despite the larger authorized denominations
of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the
Bond Registrar as paying agent, and in turn by the Bond Registrar
to the Depository or its nominee as registered owner of the
Global Certificates, and the Depository according to the laws and
rules governing it will receive and forward payments on behalf of
the beneficial owners of the Global Certificates.
19 Payment of principal of, premium, if any, and interest
20 on a Global Certificate may in the City's discretion be made by
21 such other method of transferring funds as may be requested by
22 the Holder of a Global Certificate.
23 6. Immobilization of Global Certificates by the
24 Depository; Successor De�oaitorv; Replacement Bonds. Pursuant to
25 the request af the Purchaser to the Depository, which request is
26 required by the Terms of Proposal, immediately upon the original
27 delivery of the Bonds the Purchaser wi11 deposit the Global
28 Certificates representing all of the Bonds with the Depository.
29 The Global Certificates shall be in typewritten form or otherwise
30 as acceptable to the Depository, sha11 be registered in the name
31 of the Depository or its nominee and shall be held immobilized
32 from circulation at the offices of the Depository on behalf of
33 the Purchaser and subsequent bondowners. The Depository or its
34 nominee will be the sole holder of record of the Global
35 Certificates and no investor or other party purchasing, selling
36 or otherwise transferring ownership of interests in any Bond is
37 to receive, hold or deliver any bond certificates so long as the
38 Depository holds the Global Certificates immobilized from
39 circulation, except as provided below in this paragraph and in
4� paragraph 12.
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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)
nominee) or
depository")
To any successor of the Depository (or its
any substitute depository (a "substitute
designated pursuant to clause tiii) of this
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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,
8 (iii) To a substitute depository designated by and
9 acceptable to the City upon (a) the determination by the
10 Depository that the Bonds shall no longer be eligible for
11 its depository services or (b) a determination by the City
12 that the Depository is no longer able to carry out its
13 functions, provided that any substitute depository must be
14 qualified to act as such, as provided in clause (ii) of this
15 subparagraph, or
16 (iv) To those persons to whom transfer is requested
17 in written transfer instructions in the event that:
18 (a) the Depository shall resign or discontinue
19 its services for the Bonds and the City is unable to
20 locate a substitute depository within two (2) months
21 following the resignation or determination of non-
22 eligibility, or
23 (b) upon a determination by the City in its sole
24 discretion that (1) the continuation of the book-entry
25 system described herein, which precludes the issuance
26 of certificates (other than Global Certificates) to any
27 Holder other than the Depository tor its nominee?,
28 might adversely a££ect the interest of the beneficial
29 owners of the Bonds, or (2? that it is in the best
30 interest of the beneficial owners of the Bonds that
31 they be able to obtain certificated bonds,
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in either of which events the City shall notify Holders of
its determination and of the availability of certificates
tthe "Replacement Bonds") to Holders requesting the same and
the registration, transfer and exchange of such Bonds will
be conducted as provided in paragraphs 9B and 12 hereof.
In the event of a succession of the Depository as may
be authorized by this paragraph, the Bond Registrar upon
presentation of Global Certificates shall register their transfer
to the substitute or successor depository, and the substitute or
sucaessor depository shall be treated as the Depository for al,l
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.
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1 7. Redem,ption.
2 (a? OQtional Redemption; Due Date. All Bonds maturing
3 after April 1, 2006, shall be subject to redemption and
4 prepayment at the option of the City on such date and on any day
5 thereafter at a price of par plus accrued interest. Redemption
6 may be in whole or in part of the Bonds subject to prepayment.
7 If redemption is in part, those Bonds remaining unpaid may be
8 prepaid in such order of maturity and in such amount per maturity
9 as the City shall determine; and if only part of the Bonds having
10 a common maturity date are called for prepayment, the Global
11 Certificates may be prepaid in $5,000 increments of principal
12 and, if applicable, the specific Replacement Bonds to be prepaid
13 sha11 be chosen by lot by the Bond Registrar. Bonds or portions
14 thereof called for redemption sha11 be due and payable on the
15 redemption date, and interest thereon shall cease to accrue from
16 and after the redemption date.
17 (b) Notation on Global Certificate. Upon a reduction in
18 the aggregate principal amount of a Global Certificate, the
19 Holder may make a notation of such redemption on the panel
20 provided on the Global Certificate stating the amount so
21 redeemed, or may return the Global Certifioate to the Bond
22 Registrar in exchange for a new Global Certificate authenticated
23 by the Bond Registrar, in proper principal amount. Such
24 notation, if made by the Holder, shall be for reference only, and
25 may not be relied upon by any other person as being in any way
26 determinative of the principal amount of such Global Certificate
27 outstanding, unless the Bond Registrar has signed the appropriate
28 column of the panel.
29 (c) Selection of Replacement Bonds. To effect a partial
30 redemption of Replacement Bonds having a common maturity date,
31 the Bond Registrar prior to giving notice of redemption shall
32 assign to each Replacement Bond having a common maturity date a
33 distinctive number for each $5,000 of the principal amount of
34 such Replacement Bond. The Bond Registrar shall then select by
35 lot, using such method of selection as it shall deem proper in
36 its discretion, from the numbers so assigned to such Replacement
37 Bonds, as many numbers as, at $5,000 for each number, shall equal
38 the principal amount of such Replacement Bonds to be redeemed.
39 The Replacement Bonds to be redeemed shall be the Replacement
40 Bonds to which were assigned numbers so selected; provided,
41 however, that only so much of the principal amount of each such
42 Replacement Bond of a denomination of more than $5,000 shall be
43 redeemed as shall equal $5,000 for each number assigned to it and
44 so selected.
45 (d) Partial Redemgtion of Re,placement Bond. If a
46 Replacement Bond is to be redeemed only in part, it shall be
47 surrendered to the Bond Registrar (with, if the City or Bond
48 Registrar so requires, a written instrument of transfer in form
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1 satisfactory to the City and Bond Registrar duly executed by the
2 Holder thereof or his, her or its attorney duly authorized in
3 writing) and the City shall execute (if necessary) and the Bond
4 Registrar sha11 authenticate and deliver to the Iiolder of such
5 Replacement Bond, without service charge, a new Replacement Bond
6 or Bonds of the same series having the same stated maturity and
7 interest rate and of any authorized denomination or
8 denominations, as requested by such Holder, in aggregate
9 principal amount equal to and in exchange for the unredeemed
10 portion of the principal of the Bond so surrendered.
11 (e} Request for Redemption. The Bond Registrar shall call
12 Bonds for redemption and payment as herein provided upon receipt
13 by the Bond Registrar at least forty-five (451 days prior to the
14 redemption date of a request of the City, in written form if the
15 Bond Registrar is other than a City officer. Such'request shall
16 specify the principal amount of Bonds to be called for redemption
17 and the redemption date.
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(f) Notice. Mailed notice of redemption shall be given
the paying agent (if other than a City officer) and to each
affected Aolder. If and when the City shall call any of the
Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the
of the City of its intention to redeem and pay such Bonds at
office of the Bond Registrar. Notice of redemption shall be
to
name
the
given by first class mail, postage prepaid, mailed not less than
thirty (30) days prior to the redemption date, to each Holder of
Bonds to be redeemed, at the address appearing in the Bond
Register. All notices of redemption shall state:
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(i) The redemption date;
{ii) The redemption price;
(iii) if less than all outstanding Bonds are to be
redeemed, the identification (and, in the case of
partial redemption, the respective principal
amounts) of the Bonds to be redeemed;
(iv) That on the redemption date, the
will become due and payable upo
and that interest thereon shall
from and after said date; and
redemption price
n each such Bond,
cease to accrue
(v) The place where such Bonds are to be surrendered
for payment of the redemption price {which shall
be the office of the Bond Registrar).
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(g) Notice to DepositorX. NotiCes to The Depository Trust
Company or its nominee shall contain the CUSIP numbers of the
Bonds. If there are any Holders of the Bonds other than the
Depository or its nominee, the Bond Registrar shall use its best
efforts to deliver any such notice to the Depository on the
business day next preceding the date of mailing of such notice to
all other Holders.
8. Sond Registrar. First Trust National Association,
in Saint Paul, Minnesota, is appointed to act as bond registraz
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 conCract 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 suacessor paying agent is duly appointed. Principal and
interest on the Bonds shall be paid to the Holders (or record
holders? of the Bonds in the manner set forth in the forms of
Bond and paragraph 14 of this resolution.
9. Forms of Bond. The Bonds shall be in the form of
Global Certificates unless and until Replacement Bonds are made
available as provided in paragraph 6. Each form 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.
31 A. G1oba1 Certificates. The Global Certificates,
32 together with the Certificate of Registration, the Register of
33 Partial Payments, the form of Assignment and the registration
34 information thereon, shall be in substantially the following form
35 and may be typewritten rather than printed:
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1 UNITED STATES OF AMERICA
2 STATE OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAINT PAU7�
5 R-
6 GENERAL OBLIGATION STREET IMPROVEMENT
7 SPECIAL ASSESSMENT BOND, SERIES 1998D
8 INTEREST MATURITY DATE OF
9 RATE DATE ORIGINAL ISSUE CUSIP
10 April 1, April 1, 1998
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REGISTERED OWNER:
PRINCIPAL AMOTJNT: DOLLARS
KNQW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey Count�r, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate
of registration below, or registered assigns, in the manner
hereinafter set forth, the principal amount specified above, on
the maturity date specified above, unless called for earlier
redemption, and to pay interest thereon semiannually on April i
and October 1 of each year (each, an "Interest Payment Date"?,
commencing April 1, 1999, at the rate per annum specified above
1calculated on the basis of a 360-day year of twelve 30-day
months) until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest
has been paid, from the date of original issue hereof. The
principal of and premium, if any, on this Bond are payable in
same-day funds by 2:30 p.m., Eastern time, upon presentation and
surrender hereof at the principal office of
in , Minnesota (the "Bond
Registrar"), acting as paying agent, or any successor paying
agent duly appointed by the Issuer; provided, however, that upon
a partial redemgtion 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 sha11 be
received no later than 2:30 p.m., Eastern time, and may make a
notation on the panel provided herein of such redemption, stating
the amount so redeemed, or may return the Bond to the Bond
Registrar in exchange for a new Bond in the proper principal
amount. Such notation, if made by the Holder, shall be for
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reference only, and may not be relied upon by any other person as
being in any way determinative o£ the principal amount of this
Bond outstanding, unless the Bond Registrar has signed the
appropriate column of the panel. Interest on this Bond wi11 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 "Aolder" or "Bondholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the
address appearing thereon at the close of business on the
fifteenth day of the calendar month preceding such Interest
Payment Date (the "Regular Record Date"). Interest payments
shall be received by the Aolder no later than 2:30 p.m., Eastern
time; and principal and premium payments shall be received by the
Holder no later than 2:30 p.m., Eastern time, if the Bond is
surrendered for payment enough in advance to permit payment to be
made by such time. Any interest not so timely paid shall cease
to be payable to the person who is the Holder hereof as of the
Regular Record Date, and shall be payable to the person who is
the Holder hereof at the close of business on a date (the
"Special Record Date"? fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice
of the 5pecial 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.
26 Date of Payment Not Business DaX. If the date for
27 payment of the principal of, premium, if any, or interest on this
28 Bond shall be a Saturday, Sunday, legal holiday or a day on which
29 banking institutions in the City of New York, New York, or the
30 city where the principal office of the Bond Registrar is located
31 are authorized by law or executive order to close, then the date
32 for such payment shall be the next succeeding day which is not a
33 Saturday, Sunday, legal holiday or a day on which such banking
34 institutions are authoriaed to close, and payment on such date
35 shall have the same force and effect as if made on the nominal
36 data of payment.
37 Redemption. All Bonds of this issue (the "Bonds")
38 maturing after April 1, 2006, are subject to redemption and
39 prepayment at the option of the Issuer on such date and on any
40 day thereafter at a price of par plus accrued interest.
41 Redemption may be in whole or in part of the Bonds subject to
42 prepayment. If redemption is in part, those Bonds remaining
43 unpaid may be prepaid in such order of maturity and in such
44 amount per maturity as the City sha11 determine; and if only part
45 of the Bonds having a common maturity date are called for
46 prepayment, this Bond may be prepaid in $5,000 increments of
47 principal. Bonds or portions thereof called for redemption sha11
48 be due and payable on the redemption date, and interest thereon
49 shall cease to accrue from and after the redemption date.
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1 Notice o£ Ftedem� ion. Mailed notice of redemption
2 shall be given to the paying agent (if other than a City officer)
3 and to each affected Holder of the Bonds. In the event any of
4 the Bonds are called £or redemption, written notice thereof will
5 be given by first class mail mailed not less than thirty (30)
6 days prior to the redemption date to each Holder of Bonds to be
7 redeemed. In connection with any such notice, the "CUSIP"
8 numbers assigned to the Bonds shall be used.
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Renlacement or Notation of Bonds after Partial
Redem�tion. 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 Sond
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 satis£actory to the Issuer
and Bond Registrar duly executed by the Holder thereof or his,
her or its attorney duly authorized in wziting) and the Issuer
shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Halder 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: Pur,Pose; General Obliqation. This Bond is
one of an issue in the total principal amount of $2,SOO,OOo, 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 and the
Charter of the Issuer, and pursuant to a resolution adopCed by
the City Council of the Issuer on April 1, 1998 (the
"Resolution"), for the purpose of providing money to finance the
construction of various street improvements in the City. This
Bond is payable out of a special account relating to the Bonds in
the General Obligation Special Assessments -- Streets Debt
Service Fund of the Issuer. This Bond constitutes a general
obligation of the Issuer, and to provide moneys for the prompt
and full payment of its principal, premium, if any, and interest
when the same become due, the full faith and credit and taxing
powers of the Issuer have been and are hereby irrevocably
pledged.
Denominations: Exchange: Resolution. The Bonds are
issuable originally only as Global Certificates in the
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denomination of the entire principal amount of the issue maturing
on a single date, or, if a portion of said principal amount is
prepaid, said principal amount less the prepayment. Global
Certificates are not exchangeable for fully registered bonds of
smaller denominations except to evidence a partial prepayment or
in exchange for Replacement Bonds if then available. Replacement
Bonds, i£ 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
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.
Re,Qlacement Bonds. Replaeement Bonds may be issued by
the Issuer in the event that:
20 (a) the Depoeitory shall resign or discontinue its
21 services for the Bonds, and only if the Issuer is unable to
22 locate a substitute depository within two (2) months
23 following the resignation or determination of non-
24 eligibility, or
25 (b) upon a determination by the Issuer in its sole
26 discretion that (1) the continuation of the book-entry
27 system described in the Resolution, which precludes the
28 issuance of certificates (other than Global Certificatss) to
29 any Holder other than the Depository (or its nominee), might
30 adversely affect the interest of the beneficial owners of
31 the Bonds, or i2) triat it is in the best interest of the
32 beneficial owners of the Bonds that they be able to obtain
33 certificated bonds.
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Transfer. This Bond shall be registered in the name of
the payee on the books of the Issuer by presenting this Bond for
registration to the Bond Registrar, who will endorse his, her or
its name and note the date of registration opposite the name of
the payee in the certificate of registration attached hereto.
Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal
representatives, and the Issuer and Bond Registrar may treat the
Holder as the person exclusively entitled to exercise all the
rights and powers of an owner until this Bond is presented with
such assignment for registration of transfer, accompanied by
assurance of the nature provided by law that the assignment is
genuine and effective, and until such transfer is registered on
said books and noted hereon by the Bond Registrar, all subject to
the terms and conditions provided in the Resolution and to
92097�,2
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reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar. Transfer of this Bond
may, at the direction and expense of the Issuer, be subject to
certain other restrictions if required to qualify this Bond as
being "in registered form" within the meaning of Section 149(a)
of the federal Internal Revenue Code of 1986, as amended.
7 Fees upon Transfer or Loss. The Bond Registrar may
8 require payment of a sum sufficient to cover any tax or other
9 governmental charge payable in connection with the transfer or
10 exchange of this Bond and any legal or unusual costs regarding
11 transfers and lost Bonds.
12 Treatment of Reqistered Owner. The Issuer and Bond
13 RegisCrar may treat the person in whose name this Bond is
14 registered as the owner hereof for the purpose of receiving
15 payment as herein provided (except as otherwise provided with
16 respect to the Record Date) and for all other purposes, whether
17 or not this Bond shall be overdue, and neither the Issuer nor the
18 Bond Registrar shall be affected by notice to the contrary.
19 Authentication This Bond shall not be valid or become
20 obligatory for any purpose or be entitled to any security unless
21 the Certificate of Authentication hereon shall have been executed
22 by the Bond Registrar.
23 Not Oualified Tax-Exem�� Obliaations. The Bonds have
24 not been designated by the Issuer as "qualified tax-exempt
25 obligations" for purposes of Section 265(b)(3) of the federal
26 Internal Revenue Code of 1986, as amended. The Bonds do not
27 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 Mirinesota 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.
39 IN WITNESS WHEREOF, the City of Saint Pau1, Ramsey
4o County, Minnesota, by its City Council has caused this Bond to be
41 executed on its behalf by the photocopied facsimile signature of
42 its Mayor, attested by the photocopied facsimile signature of its
43 Clerk, and countersigned by the photocopied facsimile signature
44 of its Director, Office of Financial Services, the official seal
45 having been omitted as permitted by law.
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Date of Registration:
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTAENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
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16 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
22 General Obligation Street Improvement Special Assessment Sond,
23 Series 1948D, No. R-
920774.2
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CERTIfiICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached
Bond may be made only by the registered owner or his, her or its
legal representative last noted below.
DATS 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
Date Amount Bondholder Bond Reqistrar
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.
920770.2
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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 UTMA - as custodian for
10 (Cust) (Minor)
11 under the Uniform Transfers
12 (State) -
13 to Minors Act
14 Additional abbreviations may also be used
15 though not in the above list.
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ASSIGNM&NT
2 For value received, the undersigned hereby sells,
3 assigns and transfers unto
4 the attached Bond and does
5 hereby irrevocably constitute and appoint
6 attorney to transfer the Bond on the books
7 kept for the registration thereof, with full power of
8 substitution in the premises.
9 Dated:
10 Notice: The assignor's signature to this assignment
11 must correspond with the name as it appears
12 upon the face of the attached Bond in every
13 particular, without alteration or any change
14 whatever.
15 Signature Guaranteed:
�
17 Signaturets) must be guaranteed by a national bank or trust
18 company or by a brokerage firm having a membership in one of the
19 major stock exchanges or any other "Eligible Guarantor
20 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
21 The Bond Registrar will not effect transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
25
26
27
28
(Include information for all joint owners
if the Bond is held by joint account.)
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B. R�lacement Bonds. If the City has notified
Holders that Replacement Bonds have been made available as
provided in paragraph 6, then for every Bond thereafter
transferred or exchanged (including an exchange to refleat the
partial prepayment of a Global Certificate not previously
exchanged for Replacement Bonds) the Bond Registrar shall deliver
a certificate in the form of the Replacement Bond rather than the
Global Certificate, but the Holder of a Global Certificate shall
not otherwise be required to exchange the Global Certificate for
one or more Replacement Bonds since the City recognizes that some
beneficial owners may prefer the convenience of the Depository's
registered ownership of the Bonds even though the entire issue is
no longer required to be in global book-entry form. The
Replacement Bonds, together with the Bond Registrar's Certificate
of Authentication, the form of Assignment and the registration
information thereon, shall be in substantially the following
form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUI.,
5 R-
6 GENERAL OBLIGATION STREET IMPROVEMENT
7 SPECIAL ASSESSMENT BOND, SERIES 1998D
8 INTEREST MATURITY DATE OF
9 RATE DATE ORIGINAL ISSUE CUSIP
10 April 1, 1998
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REGISTERED OWNER:
PRINCIPAI, AMOUNT: DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above, or registered
assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above,
unless called for earlier redemption, and to pay interest thereon
semiannually on 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 premium, if any, on this Bond are
payable upon presentation and surrender hereof at the principal
office o£ , 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
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1 the close of business on a date (the "Special Record Date") fixed
2 by the Bond Registrar whenever money becomes available for
3 payment of the defaulted interest. Notice of the Special Record
4 Date shall be given to Bondholders not less than ten days prior
5 to the Special Record Date. The principal of and premium, if
6 any, and interest on this Bond are payable in lawful money of the
7 United States of America.
8 REFERENCE IS HEREBY MADE TO THE FURTFIER PROVISIONS OF
9 THIS BOND SET FORTH ON TIiE REVERSE HEREOF, WHICfI PROVISIONS SHALL
10 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
il IT IS HEREBY CERTIFIED AND RECITED that all acts,
12 conditions and things required by the Constitution and laws of
13 the State of Minnesota and the Charter of the Issuer to be done,
14 to happen and to be performed, precedent to and in the issuance
15 of this Bond, have been done, have happened and have been
16 performed, in regular and due form, time and manner as required
17 by law, and that this Bond, together with all other debts of the
18 Issuer outstanding on the date of original issue hereof and on
19 the date of its issuance and delivery to the original purchaser,
20 does not exceed any constitutional or statutory or Charter
21 limitation of indebtedness.
22 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
23 County, Minnesota, by its City Council has caused this Bond to be
24 executed on its behalf by the original or facsimile signature of
25 its Mayor, attested by the original or facsimile signature of its
26 Clerk, and countersigned by the original or facsimile signature
27 of its Director, Office of Financial Services, the official seal
28 having,been omitted as permitted by law.
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1 Date of Registration: Registrable by:
2 Payable at: _
3
4
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
il within.
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15 Bond Registrar
16 By
17 Authorized Signature
18
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920770.2
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
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ON REVERSE OF BOND
Date of Payment Not Business Dav. If the date for
payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday 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.
Redemption. All Bonds of this issue (the "BOnds")
maturing after April 1, 2006, are subject to redemption and
prepayment at the option of the Issuer
day thereafter at a price of par plus
Redemption may be in whole or in part
prepayment. If redemption is in part,
unpaid may be prepaid in such order of
amount per maturity as the City shall
of the Bonds having a common maturity
prepayment, the sgecific Bonds to be g
lot by the Bond Registrar. Bonds or p
redemption shall be due and payable on
interest thereon shall cease to accrue
redemption date.
on such date and on any
accrued interest.
of the Bonds subject to
those Bonds remaining
maturity and in such
determine; and if only part
date are called for
repaid shall be chosen by
ortions thereof called for
the redemption date, and
from and after Che
Notice of Redem�tion. Mailed noCice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Aolder 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 noC less than thirty (30)
days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds shall be used.
Selection of Bonds £or 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 0£ 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, sha11 equal the principal
amount of such Bonds to be redeemed. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount of
such Bond of a denomination of more than $5,000 shall be redeemed
920770.2
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as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be
surrendexed 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 sha11 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 o£
any authorized denomination or denominations, as requested by
such Holder, in aggregate grincipal 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 $2,800,000, 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 and the
Charter of the Issuer, and pursuant to a resolution adopted by
the City Council of the Tssuer on April 1, 1998 (the
"Resolution"), for the purpose of providing money to finance the
construction of various street improvements in the City. This
Bond is payable out of a special account relating to the Bonds in
the General Obligation Special Assessments -- Streeta 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.
33 Denominations; Exchanae: Resolution. The Bonds are
34 issuable solely as fully registered bonds in the denominations of
35 $5,000 and integral multiples thereof of a single maturity and
36 are exchangeable for fully registered Bonds of other authorized
37 denominations in equal aggregate principal amounts at the
38 principal office of the Bond Registrar, but only in the manner
39 and subject to the limitations provided in the Resolution.
40 Reference is hereby made to the Resolution for a description of
41 the rights and duties of the Bond Registrar. Copies of the
42 Resolution are on file in the principal office of the Bond
43 Registrar.
44 Transfer. This Bond is transferable by the Holder in
45 person or by his, her or its attorney duly authorized in writing
46 at the principal office of the Bond Registrar upon presentation
47 and surrender hereof to the Bond Registrar, all subject to the
48 terms and conditions provided in the Resolution and to reasonable
49 regulations of the Issuer contained in any agreement with, or
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1 notice to, the Bond Registrar. Thereupon the Issuer shall
2 execute and the Bond Registrar shall authenticate and deliver, in
3 exchange for this Bond, one or more new fully registered Bonds in
4 the name of the transferee (but not registered in blank or to
5 "bearer" or similar designation), of an authorized denomination
6 or denominations, in aggregate principal amount equal to the
7 principal amount of this Bond, of the same maturity and bearing
8 interest at the same rate.
9 Fees upon Transfer or Loss. The Bond Registrar may
10 require payment of a sum sufficient to cover any tax or other
11 governmental charge payable in connection with the transfer or
12 exchange of this Bond and any legal or unusual costs regarding
13 transfers and lost Bonds.
14 Treatment of Registered Owner. The Issuer and Bond
15 Registrar may treaC the person in whose name this Bond is
16 registered as the owner hereof for the purpose of receiving
17 payment as herein provided (except as otherwise provided on the
18 reverse side hereof with respect to the Record Date) and for all
19 other purposes, whether or not this Bond shall be overdue, and
20 neither the Issuer nor the Bond Registrar shall be affected by
21 notice to the contrary.
22 Authentication. This Bond shall not be valid or become
23 obligatory for any purpose or be entitled to any security unless
24 the Certificate of Authentication hereon shall have been executed
25 by the Sond Registrar.
26 Not Oualified Tax-Exempt Obliaations. The Bonds have
27 not been designated by the Issuer as "qualified tax-exempt
26 obligations" for purposes of Section 265(b)(3) of the federal
29 Internal Revenue Code of 1986, as amended. The Bonds do not
30 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 Uniform Transfers
13 (State)
14 to Minors Act
15 Additional abbreviations may also be used
16 though not in the above list.
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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 assignment
11 must correspond with the name as it appears
12 upon the face o£ the within Bond in every
13 particular, without alteration or any change
14 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 effect transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
25
26
27
28
(Include information for all joint owners
if the Bond is held by joint account.)
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10. Execution. The Bonds shall be executed on behalf
of the City by the signatures of its Mayor, Clerk and Director,
Office of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City;
provided, however, that the seal of the City may be a printed or
photocopied facsimile; and provided further that any of such
signatures may be printed or photocopied facsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of any
such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or
disabled officer. In case any such officer whose signature or
facsimile of whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of the Bonds, SllCYl
signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he or she had remained in office
until delivery.
11. Authentication; Date of Reaistration. No Bond
shall be valid or obligatory for any purpose or be entitled to
any security or benefit under this resolution unless a
Certificate of Authentication on such Bond, substantially in the
form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same
person. The Bond Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated. For purposes of delivering the original Global
Certificates to the Purchaser, the Bond Registrar shall insert as
the date of registration the date of original issue, which date
is Apri1 l, 1998. The Certificate of Authentication so executed
on each Sond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
12. Reaistration; Transfer; Exchanqe. The City will
cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall
provide for the registration of Bonds and the registration of
transfers of Bonds entitled to be registered or transferred as
herein provided.
A Global Certificate shall be registered in the name of
the payee on the books of the Bond Registrar by presenting the
Global Certificate for registration to the Bond Registrar, who
will endorse his or her name and note the date of registration
opposite the name of the payee in the certificate of registration
on the Global Certificate. Thereafter a Global Certificate may
be transferred by delivery with an assignment duly executed by
the Holder or his, her or its legal representative, and the City
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1 and Bond Registrar may treat the Holder as the person exclusively
2 entitled to exercise all the rights and powers of an owner until
3 a Global Certificate is presented with such assignment for
4 registration of transfer, accompanied by assurance of the nature
5 provided by law that the assignment is genuine and effective, and
6 until such transfer is registered on said books and noted thereon
7 by the Bond Registrar, all subject to the terms and conditions
8 provided in the Resolution and to reasonable regulations of the
9 City contained in any agreement with, or notice to, the Bond
10 Registrar.
11 Transfer of a Global Certificate may, at the direction
12 and expense of the City, be subject to other restrictions if
13 required to qualify the Global Certificates as being "in
14 registered form" within the meaning of Section 149(a) of the
15 federal Internal Revenue Code of 1986, as amended.
16 If a Global Certificate is to be exchanged for one or
17 more Replacement Bonds, all of the principal amount of the Global
18 Certificate shall be so exchanged.
19 Upon surrender for transfer of any Replacement Bond at
20 the principal office of the Bond Registrar, the City shall
21 execute (if necessary), and the Bond Registrar shall
22 authenticate, insert the date of registration (as provided in
23 paragraph 11) of, and deliver, in the name of the designated
24 transferee or transferees, one or more new Replacement Bonds of
25 any authorized denomination or denominations of a like aggregate
26 principal amount, having the same stated maturity and interest
27 rate, as requested by the transferor; provided, however, that no
28 bond may be registered in blank or in the name of "bearer" or
29 similar designation.
30 At the option of the Holder of a Replacement Bond,
31 Replacement Bonds may be exchanged for Replacement Bonds of any
32 authorized denomination or denominations of a like aggregate
33 principal amount and stated maturity, upon surrender of the
34 Replacement Bonds to be exchanged at the principal office of the
35 Bond Registrar. Whenever any Replacement Bonds are so
36 surrendered for exchange, the City shall execute (if necessary),
37 and the Bond Registrar shall authenticate, insert the date of
38 registration of, and deliver the Replacement Bonds which the
39 Holder making the exchange is entitled to receive. Global
40 Certificates may not be exchanged for Global Certificates of
41 smaller denominations.
42
43 provided
44 the sond
45 City.
All Bonds surrendered upon any exchange or transfer
for in this resolution shall be promptly cancelled by
Registrar and thereafter disposed of as directed by the
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1 All Bonds delivered in exchange for or upon transfer of
2 Bonds shall be valid general obligations of the City evidencing
3 the same debt, and entitled to the same benefits under this
4 resolution, as the Bonds surrendered for such exchange or
5 transfer.
6 Every Bond presented or surrendered for transfer or
7 exchange shall be duly endorsed or be accompanied by a written
8 instrument of transfer, in form satisfactory to the Bond
9 Registrar, duly executed by the Holder thereof or his, her or its
10 attorney duly authorized in writing.
il The Bond Registrar may require payment of a sum
12 sufficient to oover any tax or other governmental charge payable
13 in connection with the transfer or exchange of any Bond and any
14 legal or unusual costs regarding transfers and lost Bonds.
15 Transfers shall also be subject to reasonable regula-
16 tions of the City contained in any agreement with, or notice to,
17 the Bond Registrar, including regulations which permit the Bond
18 Registrar to close its transfer books between record dates and
19 payment dates.
20 13. Rights Upon Transfer or Exchan4e. Each Bond
21 delivered upon transfer of or in exchange for or in lieu of any
22 other Bond shall carry all the rights to interest accrued and
23 unpaid, and to accrue, which were carried by such other Bond.
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14. Interest Pavment: Record Date. Intere5t on any
Global Certificate shall be paid as provided in the first
paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to
the person in whose name the Bond is registered (the "Holder") on
the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at
the close of business on the fifteenth (].5th) day of the calendar
month preceding such Interest Payment Date (the "Regular Record
Date"?. Any such interest not so timely paid shall cease to be
payable to the person who is the Holder thereof as of the Regular
Record Date, and shall be payable to the person who is the Holder
thereof at the close of business on a date (the "Special Record
Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the
Special Record Date shall be given by the Bond Registrar to the
Holders not less than ten (10) days prior to the Special Record
Date.
42 15. Holders• Treatment of Reaistered Owner: Consent of
43 Holders
44 (A) For the purposes of all actions, consents and other
45 matters affecting Holders of the Bonds, other than payments,
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1 redemptions, and purchases, the City may (but shall not be
2 obligated to) treat as the Holder of a Bond the beneficial owner
3 of the Bond instead of the person in whose name the Bond is
4 registered. For that purpose, the City may ascertain the
5 identity of the beneficial owner of the Bond by such means as the
6 Bond Registrar in its sole discretion deems appropriate,
7 including but not limited to a certificate from the person in
8 whose name the Bond is registered identifying such beneficial
9 owner.
10 (B) The City and Bond Registrar may treat the person in
11 whose name any Bond is registered as the owner of such Bond for
12 the purpose of receiving payment of principal of and premium, if
13 any, and interest (subject to the payment provisions in paragraph
14 14 above) on, such Bond and for all other purposes whatsoever
15 whether or not such Bond sha11 be overdue, and neither the City
16 nor the Bond Registrar shall be affected by notice to the
17 contrary.
18 (C) Any consent, request, direction, approval, objection or
19 other instrument to be signed and executed by the Holders may be
20 in any number of concurrent writings of similar tenor and must be
21 signed or executed by such Holders in person or by agent
22 appointed in writing. Proo£ of the execution of any such
23 consent, request, direction, approval, objection or other
24 instrument or of the writing appointing any such agent and of the
25 ownership of Bonds, if made in the following manner, shall be
26 sufficient for any of the purposes of this Resolution and shall
27 be conclusive in favor of the City with regard to any action
28 taken by it under such request or other instrument, namely:
29 (1) The fact and date of the execution by any person
30 of any such writing may be proved by the cerCificate of any
31 officer in any jurisdiction who by law has power to take
32 acknowledgments within such jurisdiction that the person
33 signing such writing acknowledged before him or her the
34 execution thereof, or by an affidavit of any witness to such
35 execution.
36 (2) Subject to the provisions of subparagraph (A)
37 above, the fact o£ the ownership by any person of Bonds and
38 the amounts and numbers of such Bonds, and the date of the
39 holding of the same, may be proved by reference to the bond
40 register_
41 16. Delivery: ApAlication of Proceeds. The Global
42 Certificates when so prepared and executed shall be delivered by
43 the Director, Office of Financial Services, to the Purchaser upon
44 receipt of the purchase price, and the Purchaser shall not be
45 obliged to see to the proper application thereof.
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17. Funds. There is hereby created a special fund to
be designated the "1998 Capital Projects Fund" (numbered C-98,
the °Capital Fund"), 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 Obligation Special Assessments -- Streets Debt
Service Fund" (numbered 963, the "Debt Service Fund"). The
Capital Fund and Debt Service Fund shall be maintained in the
manner herein specified until all of the Bonds and the interest
thereon have been fully paid.
(i? C�ital Fund. To the Capital Fund there shall be
credited the proceeds of the sale of the Bonds, less accrued
interest received thereon, and less any amount paid for the
Bonds in excess of $2,772,000. From the Capital Fund there
shall be paid all costs and expenses of making the
Improvements listed in paragraph 18, after they have been
ordered in accordance with the Charter of the City,
including the cost of any construction contracts heretofore
let and all other costs incurred and to be incurred of the
kind authorized in Minnesota Statutes, Section 475.65
(including interest on the Bonds payable during the
construction period); and the moneys in the Capital Fund
shall be used for no other purpose except as otherwise
provided by law; provided that the proceeds of the Bonds may
also be used to the extent necessary to pay interest on the
Bonds due prior to the anticipated date of commencement of
the collection of taxes or special assessments herein
covenanted to be levied; and provided further that if upon
completion of the Improvements there shall remain any
unexpended balance in the Capital Fund, the balance may be
transferred by the Council to the fund of any other
improvement instituted pursuant to the City's Charter or
Minnesota Statutes, Chapter 429, or used to pay the costs of
any other purpose permitted by law, or transferred to the
Debt Service Fund. All earnings on the Capital Fund shall
be transferred to the Debt Service Fund, or may be retained
in the Capital Fund.
(ii) Debt Service Fund. There is hereby pledged and
there shall be credited to a special account relating to the
Bonds in the Debt Service Fund: (a) collections of special
assessments herein covenanted to be levied, to the extent
provided in paragraph 19; (b) all accrued interest received
upon delivery of the Bonds; (c) all funds paid for the Bonds
in excess of $2,772,000; (d) any collections of all taxes
which are levied herein, or which may hereafter be levied in
the event that the special assessments herein pledged to the
payment of the Bonds and interest thereon are insufficient
therefor; (e) a11 funds remaining in the Capital Fund after
completion of the Improvements and payment of the costs
920770.2
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thereof, not so transferred to the account of another
improvement or used to pay the costs of any other purpose
permitted by 1aw; and (f) a11 investment earnings on moneys
held in such special account in the Debt Service Fund or on
moneys held in the Capital Fund. If moneys in the special
account of the Debt Service Fund should ever be insufficient
to pay debt service on the Bonds, the Bonds shall be paid
from the Debt Service Fund or any other special account
therein, and the Bonds are hereby made payable from the Debt
Service Fund and any other special accounts therein for this
purpose. Amounts drawn from the Debt Service Fund or any
special account therein may be repaid with or without
inCerest when moneys sufficient for such repayment are
deposited in the special account relating to the Bonds in
the Debt Service Fund.
The special account relating to the Bonds in the Debt
Service Fund sha11 be used solely to pay the principal and
interest and any premiums for redemption of the Bonds and any
other general obligation bonds of the City hereafter issued by
the City and made payable from such special account in the Debt
Service Fund as provided by law, or to pay any rebate due to the
United States. No portion of the proceeds of the Bonds shall be
used directly or indirectly to acquire higher yielding
investments or to replace funds which were used directly or
indirectly to acquire higher yielding investments, except (1) for
a reasonable temporary period until such proceeds are needed for
the purpose for which the Bonds were issued, and (2) in addition
to the above in an amount not greater than five percent (Sg) of
the proceeds of the Bonds. To this effect, any sums from time to
time held in the Capital Fund or in such special account in the
Debt Service Fund (or any other City fund or 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 restriotions 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 Sonds and money in the Capital Fund or in such
special account in the Debt Service Fund shall not be invested in
obligations or deposits issued by, guaranteed by or insured by
the United States or any agency or instrumentality thereof if and
to the extent that such investment would cause the Sonds to be
"federally guaranteed" within the meaning of Section 149(b) of
the federal Internal Revenue Code of 1986, as amended (the
"Code'� ) .
18. Assessments; Coveraae Test. The Citiy Council has
heretofore determined, and does hereby determine, to proceed with
the Improvements and special assessments with respect thereto
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1 under the provisions of the Charter of the City, rather than the
2 provisions of Minnesota Statutes, Chapter 429.
3 It is hereby determined that no less than twenty
4 percent (20%) of the cost to the City of each Improvement
5 financed hereunder within the meaning of Minnesota Statutes,
6 Section 475.58, Subdivision 1(3), shall be paid by special
7 assessments to be levied against every assessable lot, piece and
8 parcel of land benefitted by the Improvements. The City hereby
9 covenants and agrees that it wi11 let a11 construction contracts
10 not hereto£ore let within one year after ordering each
11 Improvement financed hereunder unless the resolution ordering the
12 Improvement specifies a different time limit £or the letting of
13 construction contracts and will do and perform, as soon as they
14 may'be done, all acts and thinqs necessary for the final and
15 valid levy of such special assessments, and in the event that any
16 such assessment be at any time held invalid with respect to any
17 lot, piece or parcel of land due to any error, defect, or
18 irregularity, in any action or proceedings taken or to be taken
19 by the City or this Council or any of the City officers or
20 employees, either in the making of the assessments or in the
21 performance of any condition precedent thereto, the City and this
22 Council will forthwith do all further acts and take all further
23 proceedings as may be required by law to make the assessments a
24 valid and binding lien upon such property.
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The special assessments have not heretofore been
authorized, and accordingly, for purposes of Minnesota Statutes,
Section 475.55, Subdivision 3, the special assessments are hereby
authorized. Subject to such adjustments as are required by
conditions in existence at the time the assessments are levied,
the assessments are hereby authorized and it is hereby determined
that the assessments shall be payable in equal, consecutive,
annual installments, with general taxes for the years shown below
and with intereat on the declining balance of all such
assessments at a rate per annum approximately one percent (1%)
per,annum in excess of the net e£fective rate of interest on the
Bonds:
Improvement ' Collection
Desianation Amount Levy Years Years
Thomas/MacKubin
Doswell/Chelmsford
Bidwell/Congress
Margaret/Arcade
Railroad Island
$ 550,000
600,000
470,000
970,000
210,000
1998-2017 1999-2018
for all for all
TOTAL
$2,800,000
46 The special assessments shall be such that if collected
47 in full they, together with estimated collections of other
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revenues herein pledged for the payment of the Bonds, will
produce at least five percent (S%) in excess of the amount needed
to meet when due the principal and interest payments on the Bonds
in every year except the final year (2010). At the time the
assessments are in fact levied the City Council shall, based on
the then-current estimated collections of the assessments, make
any adjustments in any ad valorem taxes required to be levied in
order to assure that the City continues to be in compliance with
Minnesota Statutes, Section 475.61, Subdivision 1.
• 19. Limit on S�ecial Assessments Pledged. The City
Cour_cil hereby finds, determines and declares that the payment of
the Bonds does not require the pledge of all the special
assessments which may be levied with respect to the Improvements
identi£ied in paragraph 18, and that it is necessary, proper and
expedient to provide that payments and prepayments of special
assessments in excess of the debt service requirements of the
Honds be put to use for other purposes sooner than upon the
termination of the Debt Service Fund. Only $2,800,000 original
principal amount of the special assessments (which amount is the
"Pledged Assessments"), and interest thereon, recognized in
paragraph 18 of this Resolution (of which $560,000 are necessary
prior to their scheduled receipt in order to pay debt service on
the Bonds on April 1, 1999) are or shall be pledged to the
payment of the Bonds, and payments of, or with respect to, such
special assessments in excess of the Pledged Assessments shall be
credited instead to a special account in the Capital Fund, and
used for the purpose of paying any additional costs of the
Improvements and the costs of oCher improvements approved by the
City, as follows: (a) the first $560,000 of all prepayments of
special assessments recognized in paragraph 18 shall be credited
to the Debt Service Fund, (b) thereafter until such time as the
special assessments from time to time outstanding equal in
original principal amount the P�edged Assessments or less,
prepayments of any of the special assessments recognized in
paragraph 18 shall be treated as prepayments of the portion of
the special assessments not pledged to the Bonds and shall be
credited instead to said special account of the Capital Fund, and
used as provided above, and (c) while the special assessments
from time to time outstanding equal in original principal amount
the Pledged Assessments or more, regular installment payments
made on the Pledged Assessments only (not all of the special
assessments) shall be credited to the Debt Service Fund, and
regular installment payments on that portion, if any, of the
remaining assessments in excess of the Pledged Assessments shall
be credited to said special account oP the Capital Fund, and used
as provided above.
47 20. Tax Levv; Coveraae Test. If taxes are levied as
48 provided in the final part of paragraph 18, the tax levies shall
49 be irrepealable so long as any of the Bonds are outistanding and
50 unpaid, provided that the City reserves the right and power to
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reduce the levies in the manner and to the extent permitted by
MinnesoCa Statutes, Section 475.61, Subdivision 3.
3 To provide moneys for payment of the principal and
4 interest on the Bonds due to be paid in 2010 there is hereby
S levied upon all of the taxable property in the City a direct
6 annual ad valorem tax which shall be spread upon the tax rolls
7 and collected with and as part of other general property taxes in
8 the City for the years and in the amounts as follows:
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Year of Tax
Levy
Year of Tax
Collection
Amount
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2009
$1,112,469
The tax levies are such that if collected in full they,
together with estimated collections of special assessments and
other revenues herein pledged for the payment of the Bonds, will
produce at least five percent i5o) 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 outstanding 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.
21. General Obliaation Pledcre. For the prompt and
full payment of the principal and interest on the Bonds, as the
same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged.
If the balance in the special account relating to the Bonds in
the Debt Service Fund {as defined in paragraph 17 hereof) is ever
insufficient to pay a11 principal and interest then due on the
Bonds payable therefrom, the deficiency shall be promptly paid
out of any other funds of the City which are available for such
purpose, including the general fund of the City and the Debt
Sezvice Fund and the special accounts therein, and such other
funds may be reimbursed with or without interest from the special
account in the Debt Service Fund relating to the Bonds when a
sufficient balance is available therein.
36 22. Certificate of Reaistration. The Director, Office
37 of Financial Services, is hereby directed to file a certified
38 copy of this E2esolution with the officer of Ramsey County,
39 Minnesota, performing the functions of the county auditor (the
40 "County Auditor"), together with such other information as the
41 County Auditor shall require,_and to obtain the County Auditor's
42 certificate that the Bonds have been entered in the County
43 Auditor�s Bond Register, and that the tax levy required by law
44 has been made.
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23. 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.
24. NeQative Covenants as to Use of Proceeds and
�rovements. 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
arrangements 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.
28 25. Tax-Exempt Status of the Bonds; Rebate; Election.
29 The City shall comply with requirements necessary under the Code
30 to establish and maintain the exclusion from gross income under
31 Section 103 of the Code of the interest on the Bonds, including
32 without limitation requirements relating to temporary periods for
33 investments, limitations on amounts invested at a yield greater
34 than the yield on the Bonds, and the rebate of excess investment
35 earnings to the United States.
36 The City expects that the two-year e�enditure
37 exception to the rebate requirements may apply to the
38 construction proceeds of the Bonds.
39 If any elections are available now or hereafter with
40 respect to arbitrage or rebate matters relating to the Bonds, the
41 Mayor, Clerk, Treasurer and Director, Office of Financial
42 Services, or any of them, are hereby authorized and directed to
43 make such elections as they deem necessary, appropriate or
44 desirable in connection with the Bonds, and all such elections
45 shall be, and shall be deemed and treated as, elections of the
46 City.
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26. No Desianation of Oualified Tax-
Obliaations. The Bonds, together with other ob
issued
3 by the City in 1998, exceed in amount those which may be
4 qualified as "qualified tax-exempt obligations" within the
5 meaning of Section 265(b)(3) of the Code, and hence are not
6 designated for such purpose.
7 27. Letter of Re�resentations. The Letter of
8 Representations for the Bonds is hereby confirmed to be the
9 Blanket Issuer Letter of Representations dated April 10, 1996, by
10 the City and received and accepted by The Depository Trust
11 Company. So long as The Depository Trust Company is the
12 Depository or it or its nominee is the Holder of any Global
13 Certificate, the City shall comply with the provisions of the
14 Letter of Representations, as it may be amended or supplemented
15 by the City from time to time with the agreement or consent of
16 The Depository Trust Company.
17 28. Negotiated Sale. The City has retained Springsted
18 Incorporated as an independent financial advisor, and the City
19 has heretofore determined, and hereby determines, to sell the
20 Bonds by private negotiation, all as provided by Minnesota
21 Statutes, Section 475.60, Subdivision 2(9).
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29. Continuinc,�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
"Lindertaking") hereinafter described, to:
29 A. Provide or cause to be provided to each nationally
30 recognized municipal securities information repository
31 (°NRMSIR") and to the appropriate state information
32 depository ("SID"), if any, for the State of Minnesota, in
33 each case as designated by the Commission in accordance with
34 the Rule, certain annual financial information and operating
35 data in accordance with the Undertaking. The City reserves
36 the right to modify from time to time the terms of the
37 Undertaking as provided therein.
38 B. Provide or cause to be provided, in a timely
39 manner, to (i) eaCh NRMSIR or to the Municipal Securities
40 Rulemaking Board ("MSRB") and (ii) the SID, notice of the
41 occurrence of certain material events with respect to the
42 Bonds in accordance with the Undertaking.
43 C. Provide or cause to be provided, in a timely
44 manner, to (i) each NRMSIR or to the MSRB and (ii) the SID,
45 notice of a failure by the City to provide the annual
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1 financial information with respect to the City described in
2 the Undertaking.
3 The City agrees that its covenants pursuant to the Rule
4 set forth in this paragraph 29 and in the Undertaking are
5 intended to be for the benefit of the Holders of the Bonds and
6 shall be enforceable on behalf of such Holders; provided that the
7 right to enforce the provisions of these covenants shall be
8 limited to a right to obtain specific enforcement of the City's
9 obligations under the covenants.
10 The Mayor and Director, Office of Financial Services,
11 or any other officers of the City authorized to act in their
12 stead (the "Officers"), are hereby authorized and directed to
13 execute on behalf of the City the Undertaking in substantially
14 the form presented to the City Council, subject to such
15 modifications thereof or additions thereto as are (i) consistent
16 with the requirements under the Rule, (ii) required by the
17 Purchaser, and (iii) acceptable to the Officers.
�
ORIGINAL
1 30. Severabilitv. If any section,
2 provision of this resolution shall be held to
3 unenforceable for any reason, the invalidity
4 of such section, paragraph or provision shall
5 the remaining provisions of this resolution.
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paragraph or
be invalid or
or unenforceability
not affect any of
31. Headincrs. Headings in this resolution are
included for convenience of reference only and are not a part
hereof, and shall not limit or define the meaning of any
provision hereof.
Requested by Department of:
Adopted by Council: Date ��^� \�T o
Adoption Certified Council Secretary
By:
Approved by Mayor: D%$e 1 `�'� �`Z
I� ) �
g \/ 1 ,� � .(e �l U.L G�--
gy; T � + � !�� ""` �.
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41
q g-�.y�
EXHIBITS
Exhibit A - Proposals
�
9d� a��t
of Fnancial Services
2668837
TOTAL # OF SIGNATURE PAGES
DATE INIMTED
h20,7998 GREEN SHEET
ASSKN
NUMBER FOR
RWTING
ORDER
No 60943
����ER��� ���_
❑Z CRYATiORNEY ❑ CIIYCLERK
❑ naxan�smncESOw. ❑ r�uwos.�sEm/�c
� YAYOR1oRA495TANi)� ❑
1_ (CLIP ALL LOCAT{ONS FOR S{GNATURE)
iis resolution accepts the winning proposal and awards the bid for the $2,800,000 G.O.
reet ImptovemeM Special Assesment Bonds Series 1998D. This is a eompetitive bond sale a�d the award
going to the bidder found most advaMageos (lowest eost) to the Cily.
PLANNING COMMISSION
CIB COMMITTEE
CIVIL SERVICE CAMMISSION
IATING PROBLEM ISSUE, OPPORTUNITV (Who, Whffi, When, Where. Why)
bonds are for the W�P� �financing ce�tain street improvements wrthin the C@y, and will
:paitl by special assesments
Has this personRrtn ever worketl under a coMrad for this department?
YES NO
Has this perso�rm ever 6een a cdy employee�
YES NO
Dces this persoNfirm possess a sltill not normally possessetl by any arteM city employee�
YES NO
I5 this person/firm a targeted vendoR
YES NO
JTAGES IF APPROVED
will be available for street improvemeMs. p�„� �'? ���
qfFLT
6�AR 2 419�
NANTAGESIFAPPROVED
VANTAGESIFNOTAPPROVED � - �
needed fw certam s[ree[ improvements will not be available.
OF TRANSACTION S u.eoo.aao
SOURGE
? _ ,.. .._. . . �,
c
�AAR 2 3 i998
��ro�e� ���:��
COST/REVENUE BUDGETED (CIRCLE ONE)
AC7IVITY NUMBER
YES NO
INFORMAiION (IXPWNJ
��'�a`�`�
1 and delivered by the Bond Registrar pursuant to paragraphs 6 and
2 12 hereof; and
3 WHEREAS, "Holder" as used herein means the pers n in
4 whose name a Bond is registered on the registration book of the
5 City maintained by the registrar appointed as provided n
6 paragraph 8(the "Bond Registrar"); and
7 WHEREAS, Rule 15c2-12 of the Securities a d Exchange
8 Commission prohibits "participating underwriters" rom purchasing
9 or selling the Bonds unless the City undertakes provide
10 certain continuing disclosure with respect to t,e Bonds; and
li
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WHEREAS, pursuant to Minnesota Sta tes, Section
475.60, Subdivision 2(9), public sale requi ements do not apply
to the Bonds if the City retains an indepe dent financial advisor
and determines to sell the Bonds by priv e negotiation, and the
City has instead authorized a competiti sale without
publication of notice thereof as a fo of private negotiation;
and
WHEREAS, proposals for t e Bonds have been solicited by
Springsted Incorporated pursuant o an Official Statement and
Terms of Proposal therein:
NOW, THEREFORE, BE� RESOLVED by the Council of the
City of Saint Paul, Minnesot , as follows:
1. Acceo
(th
Obligation Street T
1998D, of the City
accordance with the
rates of interest h
sum of $ d
hereby found, �
proposal recei
hereby awarded
Financial Serv
deposit of t�
making propo a
dated
issue
The H'
920770.2
and
the
S, o
ce a� Pro osal. The proposal of
Pu haser"1, to purchase $2,800,000 General
o ement Special Assessment Bonds, Series
"Bonds", or individually a "Bond"), in
rms of Proposal for the bond sale, at the
inafter set forth, and to pay therefor the
us interest accrued to settlement, is
ed and declared to be the most favorable
is hereby accepted, and the Bonds are
Purchaser. The Director, Office of
r his designee, is directed to retain the
Purchaser and to forthwith return to the others
ls their good faith checks or drafts.
. Title� Original Issue Date: Denominations:
i The Bonds shall be titled "General Obligation Street
nt Special Assessment Bonds, Series 1998D", shall be
ril 1, 1998, as the date of original issue and shall be
forthwith on or after such date as fully registered bonds.
ds shall be numbered from R-1 upward. Global Certificates
3
q � a4�-
1
2
3
4
5
6
7
�
9
10
11
12
13
14
shall each be in the denomination of the entire principal a ount
maturing on a single date, or, if a portion of said princi al
amount is prepaid, said principal amount less the prepa nt.
Replacement Bonds, if issued as provided in paragraph 6 shall be
in the denomination of $5,000 each or in any integral ultiple
thereof of a single maturity. The Bonds shall matur on April 1
in the years and amounts as follows:
Year
Amount
Year
1999
2000
2001
2002
2003
2004
$410,000
135,000
115,000
115,000
115,000
115,000
2005 $ 115,000
2006 115,000
2007 115,000
2008 115,000
2009 115,000
201 1,220,000
15 For purposes of Minnesota Statutes, Se tion 475.54, the serial
16 maturities of the Bonds are combined ith the serial maturities
17 of the City's $15,000.000 General 0 igation Capital Improvement
18 Bonds, Series 1998C.
19 3. Purpose. The Bond shall provide funds for the
20 construction of various street mprovements (the "Improvements")
21 in the City, and any excess f ds shall be devoted to any other
22 purpose permitted by law. T total cost of the Improvements,
23 which shall include all cos enumerated in Minnesota Statutes,
24 Section 475.65, is estimat d to be at least equal to the amount
25 of the Bonds. Work on th Improvements shall proceed with due
26 diligence to completion.
27 4. Inter
28 semiannually on Apr
29 "Interest Payment �
30 the basis of a 360-
31 respective rates p
32 as follows:
33 Maturitv Year nte
34 1999
35 2000
36 2001
37 2002
38 2003
39 2004
t. The Bonds shall bear interest payable
1 and October 1 of each year (each, an
e"), commencing April 1, 1999, calculated on
y year oE twelve 30-day months, at the
annum set forth opposite the maturity years
Maturity Year Interest Rate
0 2005
2006
2007
2008
2009
2010
0
40 5. Description of the Global Certificates and Global
41 Book- t S stem. Upon their original issuance the Bonds will
42 be i sued in the form of a single Global Certificate for each
43 mat ity, deposited with the Depository by the Purchaser and
44 im obilized as provided in paragraph 6. No beneficial owners of
o��o.z 4
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under the provisions of the Charter of the City, rather than the
provisions of Minnesota Statutes, Chapter 429. �
It is hereby determined that no less than twenty
percent (20%) of the cost to the City of each Improvement
financed hereunder within the meaning of Minnesota Statut s,
Section 475.58, Subdivision 1(3), shall be paid by spec' 1
assessments to be levied against every assessable lot, piece and
parcel of land benefitted by the Improvements. The ty hereby
covenants and agrees that it will let all construct'on contracts
not�heretofore let within one year after ordering ach
Improvement financed hereunder unless the resoiu on ordering the
Improvement specifies a different time limit fo the letting of
construction contracts and will do and perfor , as soon as they
may be done, all acts and things necessary f the final and
valid levy of such special assessments, an in the event that any
such assessment be at any time held inval' with respect to any
lot, piece or parcel of land due to any ror, defect, or
irregularity, in any action or proceedi gs taken or to be taken
by the City or this Council or any of he City officers or
employees, either in the making of t assessments or in the
performance of any condition preced t thereto, the City and this
Council will forthwith do all furt er acts and take all further
proceedings as may be required b law to make the assessments a
valid and binding lien upon suc property.
The special assessm nts have not heretofore been
authorized, and accordingly, for purposes of Minnesota Statutes,
Section 475.55, Subdivisio 3, the special assessments are hereby
authorized. Subject to s h adjustments as are required by
conditions in existence the time the assessments are levied,
the assessments are her y authorized and it is hereby determined
that the assessments s all be payable in equal, consecutive,
anntial installments, ith general taxes for the years shown below
and with interest o the declining balance of all such
assessments at a r e per annum approximately one percent (lo)
per annum in exce s of the net effective rate of interest on the
Bonds:
Improvement
Designation
Thomas/Mac bin
Doswell/C lmsford
Bidwell/ ngress
Margare /Arcade
Railro Island
TOTAL
Amount
$ 397,613
701,789
456,672
633,032
154,179
Levy Years
Collection
Years
$2,343,285
1998-2017
for all
1999-2018
for all
46 � The special assessments shall be such that if collected
47 i full they, together with estimated collections of other
9zo��o.z 3 5
a�•�-yy
1 revenues herein pledged for the payment of the Bonds, will
2 produce at least five percent (5%) in excess of the amount eeded
3 to meet when due the principal and interest payments on t Bonds
4 in every year except the final year (2010). At the time the
5 assessments are in fact levied the City Council shall, ased on
6 the then-current estimated collections of the assessm ts, make
7 any adjustments in any ad valorem taxes required to e levied in
8 order to assure that the City continues to be in c pliance with
9 Minnesota Statutes, Section 475.61, Subdivision 1
LO 19. Limit on S ecial Assessments P1 ed. The City
L1 Council hereby finds, determines and declares hat the payment of
12 the Bonds does not require the pledge of all the special
L3 assessments which may be levied with respe to the Improvements
14 identified in paragraph 18, and that it i necessary, proper and
LS expedient to provide that payments and p epayments of special
16 assessments in excess of the debt serv' e requirements of the
17 Bonds be put to use for other purpose sooner than upon the
18 termination of the Debt Service Fund Only $2,800,000 original
19 principal amount of the special ass ssments (which amount is the
ZO "Pledged Assessments"), and inter t thereon, recognized in
Z1 paragraph 18 of this Resolution f which $ are necessary
22 prior to their scheduled receip in order to pay debt service on
23 the Bonds on April 1, 1999) ar or shall be pledged to the
24 payment of the Bonds, and pa ents of, or with respect to, such
25 special assessments in exces of the Pledged Assessments shall be
26 credited instead to a spec' 1 account in the Capital Fund, and
27 used for the purpose of p ing any additional costs of the
28 Improvements and the cos s of other improvements approved by the
29 City, as follows: (a) e first $ of all prepayments of
30 special assessments re ognized in paragraph 18 shall be credited
31 to the Debt Service F nd, (b) thereafter until such time as the
32 special assessments rom time to time outstanding equal in
33 original principal mount the Pledged Assessments or less,
34 prepayments of any of the special assessments recognized in
35 paragraph 18 sha be treated as prepayments of the portion of
36 the special ass sments not pledged to the Bonds and shall be
37 credited inste to said special account of the Capital Fund, and
38 used as provi d above, and (c) while the special assessments
39 from time to ime outstanding equal in original principal amount
40 the Pledged ssessments or more, regular installment payments
41 made on th Pledged Assessments only (not all of the special
42 assessmen ) shall be credited to the Debt Service Fund, and
43 regular ' stallment payments on that portion, if any, of the
44 remaini assessments in excess of the Pledged Assessments shall
45 be cre ted to said special account of the Capital Fund, and used
46 as pr ided above.
47 20. Tax Levy; Coveracre Test. If taxes are levied as
48 pr ided in the final part of paragraph 18, the tax levies shall
49 b irrepealable so long as any of the Bonds are outstanding and
50 npaid, provided that the City reserves the right and power to
szo��o.z 3 6
q�-�.v y
1 reduce the levies in the manner and to the extent permitted by
2 Minnesota Statutes, Section 475.61, Subdivision 3.
3 To provide moneys for payment of the principal an
4 interest on the Bonds due to be paid in 2010 there is hereby
5 levied upon all of the taxable property in the City a di�e
6 annual ad valorem tax which shall be spread upon the ta�"rolls
7 and collected with and as part of other general proper�y taxes in
8 the City for the years and in the amounts as follows�
9
10
EF�
12
13
14
15
16
17
18
19
20
21
22
23
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26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
Year of Tax
Lew
2008
Year of Tax
Collection
2009
The tax levies are such that
together with estimated collections of
other revenues herein pledged for the
produce at least five percent (5%) in
to meet when due the principal and int
Bonds. The tax levies shall be irre
the Bonds are outstanding and unpai ,
reserves the right and power to re uce
Amount
$
if cp'].lected in full they,
spe�ial assessments and
pa ent of the Bonds, will
e cess of the amount needed
rest payments on the
alable so long as any of
provided that the City
the levies in the manner
and to the extent permitted by M' nesota Statutes, Section
475.61, Subdivision 3.
21. General O
full payment of the prin
same respectively become
powers of the City shall
If the balance in the sp
the Debt Service Fund (
insufficient to pay al
Bonds payable therefr m,
out of any other
purpose, includi
Service Fund and
funds may be rei
account in the
sufficient bal n
bli a ion Pled e. For the prompt and
cipa and interest on the Bonds, as the
d, the full faith, credit and taxing
and are hereby irrevocably pledged.
cial account relating to the Bonds in
s defined in paragraph 17 hereof) is ever
principal and interest then due on the
the deficiency shall be promptly paid
fu s of the City which are available for such
g he general fund of the City and the Debt
e special accounts therein, and such other
ursed with or without interest from the special
bt Service Fund relating to the Bonds when a
e is available therein.
2. Certificate of Reaistration. The Director, Office
of Financi Services, is hereby directed to file a certified
copy of t s Resolution with the officer of Ramsey County,
Minnesot , performing the functions of the county auditor (the
"County uditor"), together with such other information as the
County uditor shall reguire, and to obtain the County Auditor's
certi
920770.2
�ate that the Bonds have been entered in the County
's Bond Register, and that the tax levy required by law
n made.
37
oR��1NA�
Presented By
Referred To
4
5
�C�E`F��e��- `1���`l�
'P>�ts 1�3�'-�, la� 35 3C��
RESOLUTlON
CITY OF SAINT PAUi.. 14�1i1�l1NESOT�
CouncilFile# \O " eZ4�.
GreenSheet# l�U \��
/5
Committee: Date
ACCEPTING PROPOSAL ON SALE OF
$2,800,000 GENERP.L OBL,IGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BONDS, SERIES 1998D,
PROVIDING FOR THEIR ISSIIANCE, AND LEVYII3G
A TAX FOR THE PAYMENT THEREOF
6 WHEREAS, the Director, Office of Financial Services,
7 has presented proposals received for the sale of $2,800,000
8 General Obligation Street Improvement Special Assessment Bonds,
9 Series 1998D (the "Bonds"), of the City of 8aint Paul, Mznnesota
10 (the "City"); and
11 wHEREAS, the proposals set farth on Exhibit A attached
12 hereto were received pursuant to the Terms of Proposal at the
13 offices of Springated Incorporateci a� 10:30 A.M., Central Time,
14 this same day; and
15 WHEREAS, the Director, Office of Financial Services,
16 has advised this Council that the proposal of
17 us � .� was found to be the most advantageous
18 and has re ommended that said proposal be accepted; and
19 WHEREAS, the proceeds of the Bonds will finance certain
20 ' street improvements to be specially assessed, for which the City
21 is proceeding pursuant to its Charter and not Minnesota Statutes,
22 Chapter 429, with any excess to be used for any other purpose
23 permitted by law; and
1
°18-a`�t
9
10
11
12
13
14
15
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18
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24
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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 to their payment, transfer
and exchange; and
WHEREAS, the City has determined that significant
savings in transaction costs will result from issuing bonds in
"global book-entry form", by which bonds are issued in
certificated form in large denominations, registered on the books
of the City in the name of a depository or its nominee, and held
in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities
clearance and settlement system (the "13ational System"} registers
transfers of ownership interests in the bonds by making
computerized book entries on its own books and distributes
payments on the bonds to its Participants shown on its books as
the owners of such interests; and such Participants and other
banks, brokers and dealers participating in the National System
will do likewise (not as agents of the City) if not the
beneficial owners of the bonds; and
WHEREAS, "Participants" means those finanCial
institutions 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 of representations (the "Letter of
Representations") setting forth various matters relating to the
Depository and its role with respect to the Bonds; and
WHEREAS, the City wi11 deliver the Sonds in the form of
one certificate per maturity, each representing the entire
principal amount of the Bonds due on a particular maturity
(each a��Global Certificate"?, which single certificate per
maturity may be transferred on the City's bond register as
required by the Uniform Commercial Code, but not exchanged
smaller denominations unless the City determines to issue
Replacement Bonds as provided below; and
date
for
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 the Bonds so authenticated
9za7�o.z 2
� �- a��t
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
4 whose name a Bond is registered on the registration books of the
5 City maintained by the registrar appointed as provided in
6 paragraph 8(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
10 certain continuing disclosure with respect to the Bonds; and
ll
12
13
14
15
16
17
WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds if the City retains an independent financial advisor
and determines to sell the Bonds by private negotiation, and the
City has instead authorized a competitive sale without
publication of notice thereof as a form of private negotiation;
and
18 WIIEREAS, proposals for
19 Springsted Incorporated pursuant
20 Terms of Proposal therein:
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
the Bonds have been solicited by
to an Official Statement and
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
1. Acceptance of Proposal. The proposal of
U.S. Bancorp., Inc. (the "Purchaser"1, to purchase $2,800,000
General Obligation Street Improvement Special Assessment Bonds,
Series 1998D, 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 hereinafter set forth, and to pay
therefor the sum of $2,782,360.00, plus interest acczued to
settlement, is hereby found, determined and declared to be the
most favorable proposal received and is hereby accepted, and the
Bonds are hereby awarded to the Purchaser. The Director, 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.
36 2. Title; Original Issue Date; Denominations;
37 Maturities. The Bonds shall be titled "General Obligation Street
38 ImprovemenC Special Assessment Bonds, Series 1998D", shall be
39 dated April 1, 1998, as the date of original issue and shall be
4� issued forthwith on or after such date as fu11y registered bonds.
41 The Bonds sha11 be numbered from R-1 upward. Global Certificates
szo��o.z 3
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5
6
7
shall 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 denomination of $5,000 each or in any integral multiple
thereof of a single maturity. The Bonds shall mature on April 1
in the years and amounts as follows:
Year Amount
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
1999
2000
2��1
2002
2003
2004
For purposes
maturities of
of the City's
Bonds, Series
Year Amount
$410,000 2005 $ 115,000
135,000 2006 115,000
115,�00 2�07 115,�00
115,000 2008 115,000
115,000 2009 115,000
115,000 2010 1,220,000
of Minnesota Statutes, Section 475.54, the serial
the Bonds are combined with the serial maturities
$15,000.000 General Obligation Capital Improvement
1998C.
3. Purpose.
construction of various
in the City, and any exc
purpose permitted by lati
which shall include all
Section 475.65, is estitt
of the Bonds. Work on t
diligence to completion.
The Bonds shall provide funds £or the
street improvements (the "Improvements")
ess funds shall be devoted to any other
. The total cost of the Improvements,
costs enumerated in Minnesota Statutes,
ated to be at least equal to the amount
he Improvements shall proceed with due
27 4. Interest. The Bonds shall bear
28 semiannually on April 1 and October 1 of each
29 "Interest Payment Date"}, commencing April 1,
30 the basis of a 360-day year of twelve 30-day
31 respective rates per annum set forth opposite
32 as follows:
33 Maturity Year
34 1999
35 2000
36 2001
37 2002
38 2003
39 2004
Interest Rate
3.70%
3.90
4.10
4.15
4.20
4.30
Maturity Year
2005
2006
2007
2008
2009
2010
interest payable
year (each, an
1999, calculated on
months, at the
the maturity years
Interest Rate
4.40%
4.45
4.50
4.55
4.65
4.75
40 ' 5. Description of the Global Certificates and_Global
41 Book-Entrv Svstem. Upon their original issuance the Bonds will
42 be issued in the form of a single Global Certificate for each
43 maturity, deposited with the Depository by the Purchaser and
A4 immobilized as provided in paragraph 6. No beneficial owners of
920770.2
a f�-�4`�
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2
3
4
5
6
7
8
9
10
11
12
13
14
15
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17
18
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
will be reflected by book entries made on the records of the
Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's
book entries of beneficial ownership interests are authorized to
be in increments of $5,000 of principal of the Bonds, but not
smaller increments, despite the larger authorized denominations
of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the
Bond Registrar as paying agent, and in turn by the Bond Registrar
to the Depository or its nominee as registered owner of the
Global Certificates, and the Depository according to the laws and
rules governing it will receive and forward payments on behalf of
the beneficial owners of the Global Certificates.
19 Payment of principal of, premium, if any, and interest
20 on a Global Certificate may in the City's discretion be made by
21 such other method of transferring funds as may be requested by
22 the Holder of a Global Certificate.
23 6. Immobilization of Global Certificates by the
24 Depository; Successor De�oaitorv; Replacement Bonds. Pursuant to
25 the request af the Purchaser to the Depository, which request is
26 required by the Terms of Proposal, immediately upon the original
27 delivery of the Bonds the Purchaser wi11 deposit the Global
28 Certificates representing all of the Bonds with the Depository.
29 The Global Certificates shall be in typewritten form or otherwise
30 as acceptable to the Depository, sha11 be registered in the name
31 of the Depository or its nominee and shall be held immobilized
32 from circulation at the offices of the Depository on behalf of
33 the Purchaser and subsequent bondowners. The Depository or its
34 nominee will be the sole holder of record of the Global
35 Certificates and no investor or other party purchasing, selling
36 or otherwise transferring ownership of interests in any Bond is
37 to receive, hold or deliver any bond certificates so long as the
38 Depository holds the Global Certificates immobilized from
39 circulation, except as provided below in this paragraph and in
4� paragraph 12.
41
42
43
44
45
�6
�7
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)
nominee) or
depository")
To any successor of the Depository (or its
any substitute depository (a "substitute
designated pursuant to clause tiii) of this
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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,
8 (iii) To a substitute depository designated by and
9 acceptable to the City upon (a) the determination by the
10 Depository that the Bonds shall no longer be eligible for
11 its depository services or (b) a determination by the City
12 that the Depository is no longer able to carry out its
13 functions, provided that any substitute depository must be
14 qualified to act as such, as provided in clause (ii) of this
15 subparagraph, or
16 (iv) To those persons to whom transfer is requested
17 in written transfer instructions in the event that:
18 (a) the Depository shall resign or discontinue
19 its services for the Bonds and the City is unable to
20 locate a substitute depository within two (2) months
21 following the resignation or determination of non-
22 eligibility, or
23 (b) upon a determination by the City in its sole
24 discretion that (1) the continuation of the book-entry
25 system described herein, which precludes the issuance
26 of certificates (other than Global Certificates) to any
27 Holder other than the Depository tor its nominee?,
28 might adversely a££ect the interest of the beneficial
29 owners of the Bonds, or (2? that it is in the best
30 interest of the beneficial owners of the Bonds that
31 they be able to obtain certificated bonds,
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in either of which events the City shall notify Holders of
its determination and of the availability of certificates
tthe "Replacement Bonds") to Holders requesting the same and
the registration, transfer and exchange of such Bonds will
be conducted as provided in paragraphs 9B and 12 hereof.
In the event of a succession of the Depository as may
be authorized by this paragraph, the Bond Registrar upon
presentation of Global Certificates shall register their transfer
to the substitute or successor depository, and the substitute or
sucaessor depository shall be treated as the Depository for al,l
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.
920770.2
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1 7. Redem,ption.
2 (a? OQtional Redemption; Due Date. All Bonds maturing
3 after April 1, 2006, shall be subject to redemption and
4 prepayment at the option of the City on such date and on any day
5 thereafter at a price of par plus accrued interest. Redemption
6 may be in whole or in part of the Bonds subject to prepayment.
7 If redemption is in part, those Bonds remaining unpaid may be
8 prepaid in such order of maturity and in such amount per maturity
9 as the City shall determine; and if only part of the Bonds having
10 a common maturity date are called for prepayment, the Global
11 Certificates may be prepaid in $5,000 increments of principal
12 and, if applicable, the specific Replacement Bonds to be prepaid
13 sha11 be chosen by lot by the Bond Registrar. Bonds or portions
14 thereof called for redemption sha11 be due and payable on the
15 redemption date, and interest thereon shall cease to accrue from
16 and after the redemption date.
17 (b) Notation on Global Certificate. Upon a reduction in
18 the aggregate principal amount of a Global Certificate, the
19 Holder may make a notation of such redemption on the panel
20 provided on the Global Certificate stating the amount so
21 redeemed, or may return the Global Certifioate to the Bond
22 Registrar in exchange for a new Global Certificate authenticated
23 by the Bond Registrar, in proper principal amount. Such
24 notation, if made by the Holder, shall be for reference only, and
25 may not be relied upon by any other person as being in any way
26 determinative of the principal amount of such Global Certificate
27 outstanding, unless the Bond Registrar has signed the appropriate
28 column of the panel.
29 (c) Selection of Replacement Bonds. To effect a partial
30 redemption of Replacement Bonds having a common maturity date,
31 the Bond Registrar prior to giving notice of redemption shall
32 assign to each Replacement Bond having a common maturity date a
33 distinctive number for each $5,000 of the principal amount of
34 such Replacement Bond. The Bond Registrar shall then select by
35 lot, using such method of selection as it shall deem proper in
36 its discretion, from the numbers so assigned to such Replacement
37 Bonds, as many numbers as, at $5,000 for each number, shall equal
38 the principal amount of such Replacement Bonds to be redeemed.
39 The Replacement Bonds to be redeemed shall be the Replacement
40 Bonds to which were assigned numbers so selected; provided,
41 however, that only so much of the principal amount of each such
42 Replacement Bond of a denomination of more than $5,000 shall be
43 redeemed as shall equal $5,000 for each number assigned to it and
44 so selected.
45 (d) Partial Redemgtion of Re,placement Bond. If a
46 Replacement Bond is to be redeemed only in part, it shall be
47 surrendered to the Bond Registrar (with, if the City or Bond
48 Registrar so requires, a written instrument of transfer in form
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1 satisfactory to the City and Bond Registrar duly executed by the
2 Holder thereof or his, her or its attorney duly authorized in
3 writing) and the City shall execute (if necessary) and the Bond
4 Registrar sha11 authenticate and deliver to the Iiolder of such
5 Replacement Bond, without service charge, a new Replacement Bond
6 or Bonds of the same series having the same stated maturity and
7 interest rate and of any authorized denomination or
8 denominations, as requested by such Holder, in aggregate
9 principal amount equal to and in exchange for the unredeemed
10 portion of the principal of the Bond so surrendered.
11 (e} Request for Redemption. The Bond Registrar shall call
12 Bonds for redemption and payment as herein provided upon receipt
13 by the Bond Registrar at least forty-five (451 days prior to the
14 redemption date of a request of the City, in written form if the
15 Bond Registrar is other than a City officer. Such'request shall
16 specify the principal amount of Bonds to be called for redemption
17 and the redemption date.
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(f) Notice. Mailed notice of redemption shall be given
the paying agent (if other than a City officer) and to each
affected Aolder. If and when the City shall call any of the
Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the
of the City of its intention to redeem and pay such Bonds at
office of the Bond Registrar. Notice of redemption shall be
to
name
the
given by first class mail, postage prepaid, mailed not less than
thirty (30) days prior to the redemption date, to each Holder of
Bonds to be redeemed, at the address appearing in the Bond
Register. All notices of redemption shall state:
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(i) The redemption date;
{ii) The redemption price;
(iii) if less than all outstanding Bonds are to be
redeemed, the identification (and, in the case of
partial redemption, the respective principal
amounts) of the Bonds to be redeemed;
(iv) That on the redemption date, the
will become due and payable upo
and that interest thereon shall
from and after said date; and
redemption price
n each such Bond,
cease to accrue
(v) The place where such Bonds are to be surrendered
for payment of the redemption price {which shall
be the office of the Bond Registrar).
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(g) Notice to DepositorX. NotiCes to The Depository Trust
Company or its nominee shall contain the CUSIP numbers of the
Bonds. If there are any Holders of the Bonds other than the
Depository or its nominee, the Bond Registrar shall use its best
efforts to deliver any such notice to the Depository on the
business day next preceding the date of mailing of such notice to
all other Holders.
8. Sond Registrar. First Trust National Association,
in Saint Paul, Minnesota, is appointed to act as bond registraz
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 conCract 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 suacessor paying agent is duly appointed. Principal and
interest on the Bonds shall be paid to the Holders (or record
holders? of the Bonds in the manner set forth in the forms of
Bond and paragraph 14 of this resolution.
9. Forms of Bond. The Bonds shall be in the form of
Global Certificates unless and until Replacement Bonds are made
available as provided in paragraph 6. Each form 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.
31 A. G1oba1 Certificates. The Global Certificates,
32 together with the Certificate of Registration, the Register of
33 Partial Payments, the form of Assignment and the registration
34 information thereon, shall be in substantially the following form
35 and may be typewritten rather than printed:
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1 UNITED STATES OF AMERICA
2 STATE OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAINT PAU7�
5 R-
6 GENERAL OBLIGATION STREET IMPROVEMENT
7 SPECIAL ASSESSMENT BOND, SERIES 1998D
8 INTEREST MATURITY DATE OF
9 RATE DATE ORIGINAL ISSUE CUSIP
10 April 1, April 1, 1998
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REGISTERED OWNER:
PRINCIPAL AMOTJNT: DOLLARS
KNQW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey Count�r, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate
of registration below, or registered assigns, in the manner
hereinafter set forth, the principal amount specified above, on
the maturity date specified above, unless called for earlier
redemption, and to pay interest thereon semiannually on April i
and October 1 of each year (each, an "Interest Payment Date"?,
commencing April 1, 1999, at the rate per annum specified above
1calculated on the basis of a 360-day year of twelve 30-day
months) until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest
has been paid, from the date of original issue hereof. The
principal of and premium, if any, on this Bond are payable in
same-day funds by 2:30 p.m., Eastern time, upon presentation and
surrender hereof at the principal office of
in , Minnesota (the "Bond
Registrar"), acting as paying agent, or any successor paying
agent duly appointed by the Issuer; provided, however, that upon
a partial redemgtion 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 sha11 be
received no later than 2:30 p.m., Eastern time, and may make a
notation on the panel provided herein of such redemption, stating
the amount so redeemed, or may return the Bond to the Bond
Registrar in exchange for a new Bond in the proper principal
amount. Such notation, if made by the Holder, shall be for
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reference only, and may not be relied upon by any other person as
being in any way determinative o£ the principal amount of this
Bond outstanding, unless the Bond Registrar has signed the
appropriate column of the panel. Interest on this Bond wi11 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 "Aolder" or "Bondholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the
address appearing thereon at the close of business on the
fifteenth day of the calendar month preceding such Interest
Payment Date (the "Regular Record Date"). Interest payments
shall be received by the Aolder no later than 2:30 p.m., Eastern
time; and principal and premium payments shall be received by the
Holder no later than 2:30 p.m., Eastern time, if the Bond is
surrendered for payment enough in advance to permit payment to be
made by such time. Any interest not so timely paid shall cease
to be payable to the person who is the Holder hereof as of the
Regular Record Date, and shall be payable to the person who is
the Holder hereof at the close of business on a date (the
"Special Record Date"? fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice
of the 5pecial 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.
26 Date of Payment Not Business DaX. If the date for
27 payment of the principal of, premium, if any, or interest on this
28 Bond shall be a Saturday, Sunday, legal holiday or a day on which
29 banking institutions in the City of New York, New York, or the
30 city where the principal office of the Bond Registrar is located
31 are authorized by law or executive order to close, then the date
32 for such payment shall be the next succeeding day which is not a
33 Saturday, Sunday, legal holiday or a day on which such banking
34 institutions are authoriaed to close, and payment on such date
35 shall have the same force and effect as if made on the nominal
36 data of payment.
37 Redemption. All Bonds of this issue (the "Bonds")
38 maturing after April 1, 2006, are subject to redemption and
39 prepayment at the option of the Issuer on such date and on any
40 day thereafter at a price of par plus accrued interest.
41 Redemption may be in whole or in part of the Bonds subject to
42 prepayment. If redemption is in part, those Bonds remaining
43 unpaid may be prepaid in such order of maturity and in such
44 amount per maturity as the City sha11 determine; and if only part
45 of the Bonds having a common maturity date are called for
46 prepayment, this Bond may be prepaid in $5,000 increments of
47 principal. Bonds or portions thereof called for redemption sha11
48 be due and payable on the redemption date, and interest thereon
49 shall cease to accrue from and after the redemption date.
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1 Notice o£ Ftedem� ion. Mailed notice of redemption
2 shall be given to the paying agent (if other than a City officer)
3 and to each affected Holder of the Bonds. In the event any of
4 the Bonds are called £or redemption, written notice thereof will
5 be given by first class mail mailed not less than thirty (30)
6 days prior to the redemption date to each Holder of Bonds to be
7 redeemed. In connection with any such notice, the "CUSIP"
8 numbers assigned to the Bonds shall be used.
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Renlacement or Notation of Bonds after Partial
Redem�tion. 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 Sond
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 satis£actory to the Issuer
and Bond Registrar duly executed by the Holder thereof or his,
her or its attorney duly authorized in wziting) and the Issuer
shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Halder 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: Pur,Pose; General Obliqation. This Bond is
one of an issue in the total principal amount of $2,SOO,OOo, 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 and the
Charter of the Issuer, and pursuant to a resolution adopCed by
the City Council of the Issuer on April 1, 1998 (the
"Resolution"), for the purpose of providing money to finance the
construction of various street improvements in the City. This
Bond is payable out of a special account relating to the Bonds in
the General Obligation Special Assessments -- Streets Debt
Service Fund of the Issuer. This Bond constitutes a general
obligation of the Issuer, and to provide moneys for the prompt
and full payment of its principal, premium, if any, and interest
when the same become due, the full faith and credit and taxing
powers of the Issuer have been and are hereby irrevocably
pledged.
Denominations: Exchange: Resolution. The Bonds are
issuable originally only as Global Certificates in the
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denomination of the entire principal amount of the issue maturing
on a single date, or, if a portion of said principal amount is
prepaid, said principal amount less the prepayment. Global
Certificates are not exchangeable for fully registered bonds of
smaller denominations except to evidence a partial prepayment or
in exchange for Replacement Bonds if then available. Replacement
Bonds, i£ 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
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.
Re,Qlacement Bonds. Replaeement Bonds may be issued by
the Issuer in the event that:
20 (a) the Depoeitory shall resign or discontinue its
21 services for the Bonds, and only if the Issuer is unable to
22 locate a substitute depository within two (2) months
23 following the resignation or determination of non-
24 eligibility, or
25 (b) upon a determination by the Issuer in its sole
26 discretion that (1) the continuation of the book-entry
27 system described in the Resolution, which precludes the
28 issuance of certificates (other than Global Certificatss) to
29 any Holder other than the Depository (or its nominee), might
30 adversely affect the interest of the beneficial owners of
31 the Bonds, or i2) triat it is in the best interest of the
32 beneficial owners of the Bonds that they be able to obtain
33 certificated bonds.
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Transfer. This Bond shall be registered in the name of
the payee on the books of the Issuer by presenting this Bond for
registration to the Bond Registrar, who will endorse his, her or
its name and note the date of registration opposite the name of
the payee in the certificate of registration attached hereto.
Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal
representatives, and the Issuer and Bond Registrar may treat the
Holder as the person exclusively entitled to exercise all the
rights and powers of an owner until this Bond is presented with
such assignment for registration of transfer, accompanied by
assurance of the nature provided by law that the assignment is
genuine and effective, and until such transfer is registered on
said books and noted hereon by the Bond Registrar, all subject to
the terms and conditions provided in the Resolution and to
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reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar. Transfer of this Bond
may, at the direction and expense of the Issuer, be subject to
certain other restrictions if required to qualify this Bond as
being "in registered form" within the meaning of Section 149(a)
of the federal Internal Revenue Code of 1986, as amended.
7 Fees upon Transfer or Loss. The Bond Registrar may
8 require payment of a sum sufficient to cover any tax or other
9 governmental charge payable in connection with the transfer or
10 exchange of this Bond and any legal or unusual costs regarding
11 transfers and lost Bonds.
12 Treatment of Reqistered Owner. The Issuer and Bond
13 RegisCrar may treat the person in whose name this Bond is
14 registered as the owner hereof for the purpose of receiving
15 payment as herein provided (except as otherwise provided with
16 respect to the Record Date) and for all other purposes, whether
17 or not this Bond shall be overdue, and neither the Issuer nor the
18 Bond Registrar shall be affected by notice to the contrary.
19 Authentication This Bond shall not be valid or become
20 obligatory for any purpose or be entitled to any security unless
21 the Certificate of Authentication hereon shall have been executed
22 by the Bond Registrar.
23 Not Oualified Tax-Exem�� Obliaations. The Bonds have
24 not been designated by the Issuer as "qualified tax-exempt
25 obligations" for purposes of Section 265(b)(3) of the federal
26 Internal Revenue Code of 1986, as amended. The Bonds do not
27 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 Mirinesota 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.
39 IN WITNESS WHEREOF, the City of Saint Pau1, Ramsey
4o County, Minnesota, by its City Council has caused this Bond to be
41 executed on its behalf by the photocopied facsimile signature of
42 its Mayor, attested by the photocopied facsimile signature of its
43 Clerk, and countersigned by the photocopied facsimile signature
44 of its Director, Office of Financial Services, the official seal
45 having been omitted as permitted by law.
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Date of Registration:
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTAENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
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16 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
22 General Obligation Street Improvement Special Assessment Sond,
23 Series 1948D, No. R-
920774.2
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CERTIfiICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached
Bond may be made only by the registered owner or his, her or its
legal representative last noted below.
DATS 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
Date Amount Bondholder Bond Reqistrar
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.
920770.2
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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 UTMA - as custodian for
10 (Cust) (Minor)
11 under the Uniform Transfers
12 (State) -
13 to Minors Act
14 Additional abbreviations may also be used
15 though not in the above list.
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ASSIGNM&NT
2 For value received, the undersigned hereby sells,
3 assigns and transfers unto
4 the attached Bond and does
5 hereby irrevocably constitute and appoint
6 attorney to transfer the Bond on the books
7 kept for the registration thereof, with full power of
8 substitution in the premises.
9 Dated:
10 Notice: The assignor's signature to this assignment
11 must correspond with the name as it appears
12 upon the face of the attached Bond in every
13 particular, without alteration or any change
14 whatever.
15 Signature Guaranteed:
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17 Signaturets) must be guaranteed by a national bank or trust
18 company or by a brokerage firm having a membership in one of the
19 major stock exchanges or any other "Eligible Guarantor
20 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
21 The Bond Registrar will not effect transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
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(Include information for all joint owners
if the Bond is held by joint account.)
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B. R�lacement Bonds. If the City has notified
Holders that Replacement Bonds have been made available as
provided in paragraph 6, then for every Bond thereafter
transferred or exchanged (including an exchange to refleat the
partial prepayment of a Global Certificate not previously
exchanged for Replacement Bonds) the Bond Registrar shall deliver
a certificate in the form of the Replacement Bond rather than the
Global Certificate, but the Holder of a Global Certificate shall
not otherwise be required to exchange the Global Certificate for
one or more Replacement Bonds since the City recognizes that some
beneficial owners may prefer the convenience of the Depository's
registered ownership of the Bonds even though the entire issue is
no longer required to be in global book-entry form. The
Replacement Bonds, together with the Bond Registrar's Certificate
of Authentication, the form of Assignment and the registration
information thereon, shall be in substantially the following
form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUI.,
5 R-
6 GENERAL OBLIGATION STREET IMPROVEMENT
7 SPECIAL ASSESSMENT BOND, SERIES 1998D
8 INTEREST MATURITY DATE OF
9 RATE DATE ORIGINAL ISSUE CUSIP
10 April 1, 1998
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REGISTERED OWNER:
PRINCIPAI, AMOUNT: DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above, or registered
assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above,
unless called for earlier redemption, and to pay interest thereon
semiannually on 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 premium, if any, on this Bond are
payable upon presentation and surrender hereof at the principal
office o£ , 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
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1 the close of business on a date (the "Special Record Date") fixed
2 by the Bond Registrar whenever money becomes available for
3 payment of the defaulted interest. Notice of the Special Record
4 Date shall be given to Bondholders not less than ten days prior
5 to the Special Record Date. The principal of and premium, if
6 any, and interest on this Bond are payable in lawful money of the
7 United States of America.
8 REFERENCE IS HEREBY MADE TO THE FURTFIER PROVISIONS OF
9 THIS BOND SET FORTH ON TIiE REVERSE HEREOF, WHICfI PROVISIONS SHALL
10 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
il IT IS HEREBY CERTIFIED AND RECITED that all acts,
12 conditions and things required by the Constitution and laws of
13 the State of Minnesota and the Charter of the Issuer to be done,
14 to happen and to be performed, precedent to and in the issuance
15 of this Bond, have been done, have happened and have been
16 performed, in regular and due form, time and manner as required
17 by law, and that this Bond, together with all other debts of the
18 Issuer outstanding on the date of original issue hereof and on
19 the date of its issuance and delivery to the original purchaser,
20 does not exceed any constitutional or statutory or Charter
21 limitation of indebtedness.
22 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
23 County, Minnesota, by its City Council has caused this Bond to be
24 executed on its behalf by the original or facsimile signature of
25 its Mayor, attested by the original or facsimile signature of its
26 Clerk, and countersigned by the original or facsimile signature
27 of its Director, Office of Financial Services, the official seal
28 having,been omitted as permitted by law.
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1 Date of Registration: Registrable by:
2 Payable at: _
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5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
il within.
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15 Bond Registrar
16 By
17 Authorized Signature
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920770.2
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
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ON REVERSE OF BOND
Date of Payment Not Business Dav. If the date for
payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday 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.
Redemption. All Bonds of this issue (the "BOnds")
maturing after April 1, 2006, are subject to redemption and
prepayment at the option of the Issuer
day thereafter at a price of par plus
Redemption may be in whole or in part
prepayment. If redemption is in part,
unpaid may be prepaid in such order of
amount per maturity as the City shall
of the Bonds having a common maturity
prepayment, the sgecific Bonds to be g
lot by the Bond Registrar. Bonds or p
redemption shall be due and payable on
interest thereon shall cease to accrue
redemption date.
on such date and on any
accrued interest.
of the Bonds subject to
those Bonds remaining
maturity and in such
determine; and if only part
date are called for
repaid shall be chosen by
ortions thereof called for
the redemption date, and
from and after Che
Notice of Redem�tion. Mailed noCice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Aolder 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 noC less than thirty (30)
days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds shall be used.
Selection of Bonds £or 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 0£ 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, sha11 equal the principal
amount of such Bonds to be redeemed. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount of
such Bond of a denomination of more than $5,000 shall be redeemed
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as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be
surrendexed 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 sha11 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 o£
any authorized denomination or denominations, as requested by
such Holder, in aggregate grincipal 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 $2,800,000, 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 and the
Charter of the Issuer, and pursuant to a resolution adopted by
the City Council of the Tssuer on April 1, 1998 (the
"Resolution"), for the purpose of providing money to finance the
construction of various street improvements in the City. This
Bond is payable out of a special account relating to the Bonds in
the General Obligation Special Assessments -- Streeta 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.
33 Denominations; Exchanae: Resolution. The Bonds are
34 issuable solely as fully registered bonds in the denominations of
35 $5,000 and integral multiples thereof of a single maturity and
36 are exchangeable for fully registered Bonds of other authorized
37 denominations in equal aggregate principal amounts at the
38 principal office of the Bond Registrar, but only in the manner
39 and subject to the limitations provided in the Resolution.
40 Reference is hereby made to the Resolution for a description of
41 the rights and duties of the Bond Registrar. Copies of the
42 Resolution are on file in the principal office of the Bond
43 Registrar.
44 Transfer. This Bond is transferable by the Holder in
45 person or by his, her or its attorney duly authorized in writing
46 at the principal office of the Bond Registrar upon presentation
47 and surrender hereof to the Bond Registrar, all subject to the
48 terms and conditions provided in the Resolution and to reasonable
49 regulations of the Issuer contained in any agreement with, or
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1 notice to, the Bond Registrar. Thereupon the Issuer shall
2 execute and the Bond Registrar shall authenticate and deliver, in
3 exchange for this Bond, one or more new fully registered Bonds in
4 the name of the transferee (but not registered in blank or to
5 "bearer" or similar designation), of an authorized denomination
6 or denominations, in aggregate principal amount equal to the
7 principal amount of this Bond, of the same maturity and bearing
8 interest at the same rate.
9 Fees upon Transfer or Loss. The Bond Registrar may
10 require payment of a sum sufficient to cover any tax or other
11 governmental charge payable in connection with the transfer or
12 exchange of this Bond and any legal or unusual costs regarding
13 transfers and lost Bonds.
14 Treatment of Registered Owner. The Issuer and Bond
15 Registrar may treaC the person in whose name this Bond is
16 registered as the owner hereof for the purpose of receiving
17 payment as herein provided (except as otherwise provided on the
18 reverse side hereof with respect to the Record Date) and for all
19 other purposes, whether or not this Bond shall be overdue, and
20 neither the Issuer nor the Bond Registrar shall be affected by
21 notice to the contrary.
22 Authentication. This Bond shall not be valid or become
23 obligatory for any purpose or be entitled to any security unless
24 the Certificate of Authentication hereon shall have been executed
25 by the Sond Registrar.
26 Not Oualified Tax-Exempt Obliaations. The Bonds have
27 not been designated by the Issuer as "qualified tax-exempt
26 obligations" for purposes of Section 265(b)(3) of the federal
29 Internal Revenue Code of 1986, as amended. The Bonds do not
30 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 Uniform Transfers
13 (State)
14 to Minors Act
15 Additional abbreviations may also be used
16 though not in the above list.
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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 assignment
11 must correspond with the name as it appears
12 upon the face o£ the within Bond in every
13 particular, without alteration or any change
14 whatever.
15 Signature Guaranteed:
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17 Signature(s) must be guaranteed by a national bank or trust
18 company or by a brokerage firm having a membership in one of the
19 major stock exchanges or any other "Eligible Guarantor
20 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
21 The Bond Registrar will not effect transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
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(Include information for all joint owners
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 signatures of its Mayor, Clerk and Director,
Office of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City;
provided, however, that the seal of the City may be a printed or
photocopied facsimile; and provided further that any of such
signatures may be printed or photocopied facsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of any
such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or
disabled officer. In case any such officer whose signature or
facsimile of whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of the Bonds, SllCYl
signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he or she had remained in office
until delivery.
11. Authentication; Date of Reaistration. No Bond
shall be valid or obligatory for any purpose or be entitled to
any security or benefit under this resolution unless a
Certificate of Authentication on such Bond, substantially in the
form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same
person. The Bond Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated. For purposes of delivering the original Global
Certificates to the Purchaser, the Bond Registrar shall insert as
the date of registration the date of original issue, which date
is Apri1 l, 1998. The Certificate of Authentication so executed
on each Sond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
12. Reaistration; Transfer; Exchanqe. The City will
cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall
provide for the registration of Bonds and the registration of
transfers of Bonds entitled to be registered or transferred as
herein provided.
A Global Certificate shall be registered in the name of
the payee on the books of the Bond Registrar by presenting the
Global Certificate for registration to the Bond Registrar, who
will endorse his or her name and note the date of registration
opposite the name of the payee in the certificate of registration
on the Global Certificate. Thereafter a Global Certificate may
be transferred by delivery with an assignment duly executed by
the Holder or his, her or its legal representative, and the City
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1 and Bond Registrar may treat the Holder as the person exclusively
2 entitled to exercise all the rights and powers of an owner until
3 a Global Certificate is presented with such assignment for
4 registration of transfer, accompanied by assurance of the nature
5 provided by law that the assignment is genuine and effective, and
6 until such transfer is registered on said books and noted thereon
7 by the Bond Registrar, all subject to the terms and conditions
8 provided in the Resolution and to reasonable regulations of the
9 City contained in any agreement with, or notice to, the Bond
10 Registrar.
11 Transfer of a Global Certificate may, at the direction
12 and expense of the City, be subject to other restrictions if
13 required to qualify the Global Certificates as being "in
14 registered form" within the meaning of Section 149(a) of the
15 federal Internal Revenue Code of 1986, as amended.
16 If a Global Certificate is to be exchanged for one or
17 more Replacement Bonds, all of the principal amount of the Global
18 Certificate shall be so exchanged.
19 Upon surrender for transfer of any Replacement Bond at
20 the principal office of the Bond Registrar, the City shall
21 execute (if necessary), and the Bond Registrar shall
22 authenticate, insert the date of registration (as provided in
23 paragraph 11) of, and deliver, in the name of the designated
24 transferee or transferees, one or more new Replacement Bonds of
25 any authorized denomination or denominations of a like aggregate
26 principal amount, having the same stated maturity and interest
27 rate, as requested by the transferor; provided, however, that no
28 bond may be registered in blank or in the name of "bearer" or
29 similar designation.
30 At the option of the Holder of a Replacement Bond,
31 Replacement Bonds may be exchanged for Replacement Bonds of any
32 authorized denomination or denominations of a like aggregate
33 principal amount and stated maturity, upon surrender of the
34 Replacement Bonds to be exchanged at the principal office of the
35 Bond Registrar. Whenever any Replacement Bonds are so
36 surrendered for exchange, the City shall execute (if necessary),
37 and the Bond Registrar shall authenticate, insert the date of
38 registration of, and deliver the Replacement Bonds which the
39 Holder making the exchange is entitled to receive. Global
40 Certificates may not be exchanged for Global Certificates of
41 smaller denominations.
42
43 provided
44 the sond
45 City.
All Bonds surrendered upon any exchange or transfer
for in this resolution shall be promptly cancelled by
Registrar and thereafter disposed of as directed by the
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1 All Bonds delivered in exchange for or upon transfer of
2 Bonds shall be valid general obligations of the City evidencing
3 the same debt, and entitled to the same benefits under this
4 resolution, as the Bonds surrendered for such exchange or
5 transfer.
6 Every Bond presented or surrendered for transfer or
7 exchange shall be duly endorsed or be accompanied by a written
8 instrument of transfer, in form satisfactory to the Bond
9 Registrar, duly executed by the Holder thereof or his, her or its
10 attorney duly authorized in writing.
il The Bond Registrar may require payment of a sum
12 sufficient to oover any tax or other governmental charge payable
13 in connection with the transfer or exchange of any Bond and any
14 legal or unusual costs regarding transfers and lost Bonds.
15 Transfers shall also be subject to reasonable regula-
16 tions of the City contained in any agreement with, or notice to,
17 the Bond Registrar, including regulations which permit the Bond
18 Registrar to close its transfer books between record dates and
19 payment dates.
20 13. Rights Upon Transfer or Exchan4e. Each Bond
21 delivered upon transfer of or in exchange for or in lieu of any
22 other Bond shall carry all the rights to interest accrued and
23 unpaid, and to accrue, which were carried by such other Bond.
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14. Interest Pavment: Record Date. Intere5t on any
Global Certificate shall be paid as provided in the first
paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to
the person in whose name the Bond is registered (the "Holder") on
the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at
the close of business on the fifteenth (].5th) day of the calendar
month preceding such Interest Payment Date (the "Regular Record
Date"?. Any such interest not so timely paid shall cease to be
payable to the person who is the Holder thereof as of the Regular
Record Date, and shall be payable to the person who is the Holder
thereof at the close of business on a date (the "Special Record
Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the
Special Record Date shall be given by the Bond Registrar to the
Holders not less than ten (10) days prior to the Special Record
Date.
42 15. Holders• Treatment of Reaistered Owner: Consent of
43 Holders
44 (A) For the purposes of all actions, consents and other
45 matters affecting Holders of the Bonds, other than payments,
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1 redemptions, and purchases, the City may (but shall not be
2 obligated to) treat as the Holder of a Bond the beneficial owner
3 of the Bond instead of the person in whose name the Bond is
4 registered. For that purpose, the City may ascertain the
5 identity of the beneficial owner of the Bond by such means as the
6 Bond Registrar in its sole discretion deems appropriate,
7 including but not limited to a certificate from the person in
8 whose name the Bond is registered identifying such beneficial
9 owner.
10 (B) The City and Bond Registrar may treat the person in
11 whose name any Bond is registered as the owner of such Bond for
12 the purpose of receiving payment of principal of and premium, if
13 any, and interest (subject to the payment provisions in paragraph
14 14 above) on, such Bond and for all other purposes whatsoever
15 whether or not such Bond sha11 be overdue, and neither the City
16 nor the Bond Registrar shall be affected by notice to the
17 contrary.
18 (C) Any consent, request, direction, approval, objection or
19 other instrument to be signed and executed by the Holders may be
20 in any number of concurrent writings of similar tenor and must be
21 signed or executed by such Holders in person or by agent
22 appointed in writing. Proo£ of the execution of any such
23 consent, request, direction, approval, objection or other
24 instrument or of the writing appointing any such agent and of the
25 ownership of Bonds, if made in the following manner, shall be
26 sufficient for any of the purposes of this Resolution and shall
27 be conclusive in favor of the City with regard to any action
28 taken by it under such request or other instrument, namely:
29 (1) The fact and date of the execution by any person
30 of any such writing may be proved by the cerCificate of any
31 officer in any jurisdiction who by law has power to take
32 acknowledgments within such jurisdiction that the person
33 signing such writing acknowledged before him or her the
34 execution thereof, or by an affidavit of any witness to such
35 execution.
36 (2) Subject to the provisions of subparagraph (A)
37 above, the fact o£ the ownership by any person of Bonds and
38 the amounts and numbers of such Bonds, and the date of the
39 holding of the same, may be proved by reference to the bond
40 register_
41 16. Delivery: ApAlication of Proceeds. The Global
42 Certificates when so prepared and executed shall be delivered by
43 the Director, Office of Financial Services, to the Purchaser upon
44 receipt of the purchase price, and the Purchaser shall not be
45 obliged to see to the proper application thereof.
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17. Funds. There is hereby created a special fund to
be designated the "1998 Capital Projects Fund" (numbered C-98,
the °Capital Fund"), 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 Obligation Special Assessments -- Streets Debt
Service Fund" (numbered 963, the "Debt Service Fund"). The
Capital Fund and Debt Service Fund shall be maintained in the
manner herein specified until all of the Bonds and the interest
thereon have been fully paid.
(i? C�ital Fund. To the Capital Fund there shall be
credited the proceeds of the sale of the Bonds, less accrued
interest received thereon, and less any amount paid for the
Bonds in excess of $2,772,000. From the Capital Fund there
shall be paid all costs and expenses of making the
Improvements listed in paragraph 18, after they have been
ordered in accordance with the Charter of the City,
including the cost of any construction contracts heretofore
let and all other costs incurred and to be incurred of the
kind authorized in Minnesota Statutes, Section 475.65
(including interest on the Bonds payable during the
construction period); and the moneys in the Capital Fund
shall be used for no other purpose except as otherwise
provided by law; provided that the proceeds of the Bonds may
also be used to the extent necessary to pay interest on the
Bonds due prior to the anticipated date of commencement of
the collection of taxes or special assessments herein
covenanted to be levied; and provided further that if upon
completion of the Improvements there shall remain any
unexpended balance in the Capital Fund, the balance may be
transferred by the Council to the fund of any other
improvement instituted pursuant to the City's Charter or
Minnesota Statutes, Chapter 429, or used to pay the costs of
any other purpose permitted by law, or transferred to the
Debt Service Fund. All earnings on the Capital Fund shall
be transferred to the Debt Service Fund, or may be retained
in the Capital Fund.
(ii) Debt Service Fund. There is hereby pledged and
there shall be credited to a special account relating to the
Bonds in the Debt Service Fund: (a) collections of special
assessments herein covenanted to be levied, to the extent
provided in paragraph 19; (b) all accrued interest received
upon delivery of the Bonds; (c) all funds paid for the Bonds
in excess of $2,772,000; (d) any collections of all taxes
which are levied herein, or which may hereafter be levied in
the event that the special assessments herein pledged to the
payment of the Bonds and interest thereon are insufficient
therefor; (e) a11 funds remaining in the Capital Fund after
completion of the Improvements and payment of the costs
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thereof, not so transferred to the account of another
improvement or used to pay the costs of any other purpose
permitted by 1aw; and (f) a11 investment earnings on moneys
held in such special account in the Debt Service Fund or on
moneys held in the Capital Fund. If moneys in the special
account of the Debt Service Fund should ever be insufficient
to pay debt service on the Bonds, the Bonds shall be paid
from the Debt Service Fund or any other special account
therein, and the Bonds are hereby made payable from the Debt
Service Fund and any other special accounts therein for this
purpose. Amounts drawn from the Debt Service Fund or any
special account therein may be repaid with or without
inCerest when moneys sufficient for such repayment are
deposited in the special account relating to the Bonds in
the Debt Service Fund.
The special account relating to the Bonds in the Debt
Service Fund sha11 be used solely to pay the principal and
interest and any premiums for redemption of the Bonds and any
other general obligation bonds of the City hereafter issued by
the City and made payable from such special account in the Debt
Service Fund as provided by law, or to pay any rebate due to the
United States. No portion of the proceeds of the Bonds shall be
used directly or indirectly to acquire higher yielding
investments or to replace funds which were used directly or
indirectly to acquire higher yielding investments, except (1) for
a reasonable temporary period until such proceeds are needed for
the purpose for which the Bonds were issued, and (2) in addition
to the above in an amount not greater than five percent (Sg) of
the proceeds of the Bonds. To this effect, any sums from time to
time held in the Capital Fund or in such special account in the
Debt Service Fund (or any other City fund or 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 restriotions 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 Sonds and money in the Capital Fund or in such
special account in the Debt Service Fund shall not be invested in
obligations or deposits issued by, guaranteed by or insured by
the United States or any agency or instrumentality thereof if and
to the extent that such investment would cause the Sonds to be
"federally guaranteed" within the meaning of Section 149(b) of
the federal Internal Revenue Code of 1986, as amended (the
"Code'� ) .
18. Assessments; Coveraae Test. The Citiy Council has
heretofore determined, and does hereby determine, to proceed with
the Improvements and special assessments with respect thereto
920770.2
34
��- a��
1 under the provisions of the Charter of the City, rather than the
2 provisions of Minnesota Statutes, Chapter 429.
3 It is hereby determined that no less than twenty
4 percent (20%) of the cost to the City of each Improvement
5 financed hereunder within the meaning of Minnesota Statutes,
6 Section 475.58, Subdivision 1(3), shall be paid by special
7 assessments to be levied against every assessable lot, piece and
8 parcel of land benefitted by the Improvements. The City hereby
9 covenants and agrees that it wi11 let a11 construction contracts
10 not hereto£ore let within one year after ordering each
11 Improvement financed hereunder unless the resolution ordering the
12 Improvement specifies a different time limit £or the letting of
13 construction contracts and will do and perform, as soon as they
14 may'be done, all acts and thinqs necessary for the final and
15 valid levy of such special assessments, and in the event that any
16 such assessment be at any time held invalid with respect to any
17 lot, piece or parcel of land due to any error, defect, or
18 irregularity, in any action or proceedings taken or to be taken
19 by the City or this Council or any of the City officers or
20 employees, either in the making of the assessments or in the
21 performance of any condition precedent thereto, the City and this
22 Council will forthwith do all further acts and take all further
23 proceedings as may be required by law to make the assessments a
24 valid and binding lien upon such property.
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
The special assessments have not heretofore been
authorized, and accordingly, for purposes of Minnesota Statutes,
Section 475.55, Subdivision 3, the special assessments are hereby
authorized. Subject to such adjustments as are required by
conditions in existence at the time the assessments are levied,
the assessments are hereby authorized and it is hereby determined
that the assessments shall be payable in equal, consecutive,
annual installments, with general taxes for the years shown below
and with intereat on the declining balance of all such
assessments at a rate per annum approximately one percent (1%)
per,annum in excess of the net e£fective rate of interest on the
Bonds:
Improvement ' Collection
Desianation Amount Levy Years Years
Thomas/MacKubin
Doswell/Chelmsford
Bidwell/Congress
Margaret/Arcade
Railroad Island
$ 550,000
600,000
470,000
970,000
210,000
1998-2017 1999-2018
for all for all
TOTAL
$2,800,000
46 The special assessments shall be such that if collected
47 in full they, together with estimated collections of other
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revenues herein pledged for the payment of the Bonds, will
produce at least five percent (S%) in excess of the amount needed
to meet when due the principal and interest payments on the Bonds
in every year except the final year (2010). At the time the
assessments are in fact levied the City Council shall, based on
the then-current estimated collections of the assessments, make
any adjustments in any ad valorem taxes required to be levied in
order to assure that the City continues to be in compliance with
Minnesota Statutes, Section 475.61, Subdivision 1.
• 19. Limit on S�ecial Assessments Pledged. The City
Cour_cil hereby finds, determines and declares that the payment of
the Bonds does not require the pledge of all the special
assessments which may be levied with respect to the Improvements
identi£ied in paragraph 18, and that it is necessary, proper and
expedient to provide that payments and prepayments of special
assessments in excess of the debt service requirements of the
Honds be put to use for other purposes sooner than upon the
termination of the Debt Service Fund. Only $2,800,000 original
principal amount of the special assessments (which amount is the
"Pledged Assessments"), and interest thereon, recognized in
paragraph 18 of this Resolution (of which $560,000 are necessary
prior to their scheduled receipt in order to pay debt service on
the Bonds on April 1, 1999) are or shall be pledged to the
payment of the Bonds, and payments of, or with respect to, such
special assessments in excess of the Pledged Assessments shall be
credited instead to a special account in the Capital Fund, and
used for the purpose of paying any additional costs of the
Improvements and the costs of oCher improvements approved by the
City, as follows: (a) the first $560,000 of all prepayments of
special assessments recognized in paragraph 18 shall be credited
to the Debt Service Fund, (b) thereafter until such time as the
special assessments from time to time outstanding equal in
original principal amount the P�edged Assessments or less,
prepayments of any of the special assessments recognized in
paragraph 18 shall be treated as prepayments of the portion of
the special assessments not pledged to the Bonds and shall be
credited instead to said special account of the Capital Fund, and
used as provided above, and (c) while the special assessments
from time to time outstanding equal in original principal amount
the Pledged Assessments or more, regular installment payments
made on the Pledged Assessments only (not all of the special
assessments) shall be credited to the Debt Service Fund, and
regular installment payments on that portion, if any, of the
remaining assessments in excess of the Pledged Assessments shall
be credited to said special account oP the Capital Fund, and used
as provided above.
47 20. Tax Levv; Coveraae Test. If taxes are levied as
48 provided in the final part of paragraph 18, the tax levies shall
49 be irrepealable so long as any of the Bonds are outistanding and
50 unpaid, provided that the City reserves the right and power to
szo��o.z 3 6
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reduce the levies in the manner and to the extent permitted by
MinnesoCa Statutes, Section 475.61, Subdivision 3.
3 To provide moneys for payment of the principal and
4 interest on the Bonds due to be paid in 2010 there is hereby
S levied upon all of the taxable property in the City a direct
6 annual ad valorem tax which shall be spread upon the tax rolls
7 and collected with and as part of other general property taxes in
8 the City for the years and in the amounts as follows:
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
Year of Tax
Levy
Year of Tax
Collection
Amount
��:
2009
$1,112,469
The tax levies are such that if collected in full they,
together with estimated collections of special assessments and
other revenues herein pledged for the payment of the Bonds, will
produce at least five percent i5o) 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 outstanding 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.
21. General Obliaation Pledcre. For the prompt and
full payment of the principal and interest on the Bonds, as the
same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged.
If the balance in the special account relating to the Bonds in
the Debt Service Fund {as defined in paragraph 17 hereof) is ever
insufficient to pay a11 principal and interest then due on the
Bonds payable therefrom, the deficiency shall be promptly paid
out of any other funds of the City which are available for such
purpose, including the general fund of the City and the Debt
Sezvice Fund and the special accounts therein, and such other
funds may be reimbursed with or without interest from the special
account in the Debt Service Fund relating to the Bonds when a
sufficient balance is available therein.
36 22. Certificate of Reaistration. The Director, Office
37 of Financial Services, is hereby directed to file a certified
38 copy of this E2esolution with the officer of Ramsey County,
39 Minnesota, performing the functions of the county auditor (the
40 "County Auditor"), together with such other information as the
41 County Auditor shall require,_and to obtain the County Auditor's
42 certificate that the Bonds have been entered in the County
43 Auditor�s Bond Register, and that the tax levy required by law
44 has been made.
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23. 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.
24. NeQative Covenants as to Use of Proceeds and
�rovements. 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
arrangements 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.
28 25. Tax-Exempt Status of the Bonds; Rebate; Election.
29 The City shall comply with requirements necessary under the Code
30 to establish and maintain the exclusion from gross income under
31 Section 103 of the Code of the interest on the Bonds, including
32 without limitation requirements relating to temporary periods for
33 investments, limitations on amounts invested at a yield greater
34 than the yield on the Bonds, and the rebate of excess investment
35 earnings to the United States.
36 The City expects that the two-year e�enditure
37 exception to the rebate requirements may apply to the
38 construction proceeds of the Bonds.
39 If any elections are available now or hereafter with
40 respect to arbitrage or rebate matters relating to the Bonds, the
41 Mayor, Clerk, Treasurer and Director, Office of Financial
42 Services, or any of them, are hereby authorized and directed to
43 make such elections as they deem necessary, appropriate or
44 desirable in connection with the Bonds, and all such elections
45 shall be, and shall be deemed and treated as, elections of the
46 City.
szo��o.z 3 8
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26. No Desianation of Oualified Tax-
Obliaations. The Bonds, together with other ob
issued
3 by the City in 1998, exceed in amount those which may be
4 qualified as "qualified tax-exempt obligations" within the
5 meaning of Section 265(b)(3) of the Code, and hence are not
6 designated for such purpose.
7 27. Letter of Re�resentations. The Letter of
8 Representations for the Bonds is hereby confirmed to be the
9 Blanket Issuer Letter of Representations dated April 10, 1996, by
10 the City and received and accepted by The Depository Trust
11 Company. So long as The Depository Trust Company is the
12 Depository or it or its nominee is the Holder of any Global
13 Certificate, the City shall comply with the provisions of the
14 Letter of Representations, as it may be amended or supplemented
15 by the City from time to time with the agreement or consent of
16 The Depository Trust Company.
17 28. Negotiated Sale. The City has retained Springsted
18 Incorporated as an independent financial advisor, and the City
19 has heretofore determined, and hereby determines, to sell the
20 Bonds by private negotiation, all as provided by Minnesota
21 Statutes, Section 475.60, Subdivision 2(9).
22
23
24
25
26
27
28
29. Continuinc,�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
"Lindertaking") hereinafter described, to:
29 A. Provide or cause to be provided to each nationally
30 recognized municipal securities information repository
31 (°NRMSIR") and to the appropriate state information
32 depository ("SID"), if any, for the State of Minnesota, in
33 each case as designated by the Commission in accordance with
34 the Rule, certain annual financial information and operating
35 data in accordance with the Undertaking. The City reserves
36 the right to modify from time to time the terms of the
37 Undertaking as provided therein.
38 B. Provide or cause to be provided, in a timely
39 manner, to (i) eaCh NRMSIR or to the Municipal Securities
40 Rulemaking Board ("MSRB") and (ii) the SID, notice of the
41 occurrence of certain material events with respect to the
42 Bonds in accordance with the Undertaking.
43 C. Provide or cause to be provided, in a timely
44 manner, to (i) each NRMSIR or to the MSRB and (ii) the SID,
45 notice of a failure by the City to provide the annual
szo��o.z 3 9
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1 financial information with respect to the City described in
2 the Undertaking.
3 The City agrees that its covenants pursuant to the Rule
4 set forth in this paragraph 29 and in the Undertaking are
5 intended to be for the benefit of the Holders of the Bonds and
6 shall be enforceable on behalf of such Holders; provided that the
7 right to enforce the provisions of these covenants shall be
8 limited to a right to obtain specific enforcement of the City's
9 obligations under the covenants.
10 The Mayor and Director, Office of Financial Services,
11 or any other officers of the City authorized to act in their
12 stead (the "Officers"), are hereby authorized and directed to
13 execute on behalf of the City the Undertaking in substantially
14 the form presented to the City Council, subject to such
15 modifications thereof or additions thereto as are (i) consistent
16 with the requirements under the Rule, (ii) required by the
17 Purchaser, and (iii) acceptable to the Officers.
�
ORIGINAL
1 30. Severabilitv. If any section,
2 provision of this resolution shall be held to
3 unenforceable for any reason, the invalidity
4 of such section, paragraph or provision shall
5 the remaining provisions of this resolution.
9�-aW4
paragraph or
be invalid or
or unenforceability
not affect any of
31. Headincrs. Headings in this resolution are
included for convenience of reference only and are not a part
hereof, and shall not limit or define the meaning of any
provision hereof.
Requested by Department of:
Adopted by Council: Date ��^� \�T o
Adoption Certified Council Secretary
By:
Approved by Mayor: D%$e 1 `�'� �`Z
I� ) �
g \/ 1 ,� � .(e �l U.L G�--
gy; T � + � !�� ""` �.
�%
!
41
q g-�.y�
EXHIBITS
Exhibit A - Proposals
�
9d� a��t
of Fnancial Services
2668837
TOTAL # OF SIGNATURE PAGES
DATE INIMTED
h20,7998 GREEN SHEET
ASSKN
NUMBER FOR
RWTING
ORDER
No 60943
����ER��� ���_
❑Z CRYATiORNEY ❑ CIIYCLERK
❑ naxan�smncESOw. ❑ r�uwos.�sEm/�c
� YAYOR1oRA495TANi)� ❑
1_ (CLIP ALL LOCAT{ONS FOR S{GNATURE)
iis resolution accepts the winning proposal and awards the bid for the $2,800,000 G.O.
reet ImptovemeM Special Assesment Bonds Series 1998D. This is a eompetitive bond sale a�d the award
going to the bidder found most advaMageos (lowest eost) to the Cily.
PLANNING COMMISSION
CIB COMMITTEE
CIVIL SERVICE CAMMISSION
IATING PROBLEM ISSUE, OPPORTUNITV (Who, Whffi, When, Where. Why)
bonds are for the W�P� �financing ce�tain street improvements wrthin the C@y, and will
:paitl by special assesments
Has this personRrtn ever worketl under a coMrad for this department?
YES NO
Has this perso�rm ever 6een a cdy employee�
YES NO
Dces this persoNfirm possess a sltill not normally possessetl by any arteM city employee�
YES NO
I5 this person/firm a targeted vendoR
YES NO
JTAGES IF APPROVED
will be available for street improvemeMs. p�„� �'? ���
qfFLT
6�AR 2 419�
NANTAGESIFAPPROVED
VANTAGESIFNOTAPPROVED � - �
needed fw certam s[ree[ improvements will not be available.
OF TRANSACTION S u.eoo.aao
SOURGE
? _ ,.. .._. . . �,
c
�AAR 2 3 i998
��ro�e� ���:��
COST/REVENUE BUDGETED (CIRCLE ONE)
AC7IVITY NUMBER
YES NO
INFORMAiION (IXPWNJ
��'�a`�`�
1 and delivered by the Bond Registrar pursuant to paragraphs 6 and
2 12 hereof; and
3 WHEREAS, "Holder" as used herein means the pers n in
4 whose name a Bond is registered on the registration book of the
5 City maintained by the registrar appointed as provided n
6 paragraph 8(the "Bond Registrar"); and
7 WHEREAS, Rule 15c2-12 of the Securities a d Exchange
8 Commission prohibits "participating underwriters" rom purchasing
9 or selling the Bonds unless the City undertakes provide
10 certain continuing disclosure with respect to t,e Bonds; and
li
12
13
14
15
16
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18
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25
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33
34
35
36
37
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39
40
41
WHEREAS, pursuant to Minnesota Sta tes, Section
475.60, Subdivision 2(9), public sale requi ements do not apply
to the Bonds if the City retains an indepe dent financial advisor
and determines to sell the Bonds by priv e negotiation, and the
City has instead authorized a competiti sale without
publication of notice thereof as a fo of private negotiation;
and
WHEREAS, proposals for t e Bonds have been solicited by
Springsted Incorporated pursuant o an Official Statement and
Terms of Proposal therein:
NOW, THEREFORE, BE� RESOLVED by the Council of the
City of Saint Paul, Minnesot , as follows:
1. Acceo
(th
Obligation Street T
1998D, of the City
accordance with the
rates of interest h
sum of $ d
hereby found, �
proposal recei
hereby awarded
Financial Serv
deposit of t�
making propo a
dated
issue
The H'
920770.2
and
the
S, o
ce a� Pro osal. The proposal of
Pu haser"1, to purchase $2,800,000 General
o ement Special Assessment Bonds, Series
"Bonds", or individually a "Bond"), in
rms of Proposal for the bond sale, at the
inafter set forth, and to pay therefor the
us interest accrued to settlement, is
ed and declared to be the most favorable
is hereby accepted, and the Bonds are
Purchaser. The Director, Office of
r his designee, is directed to retain the
Purchaser and to forthwith return to the others
ls their good faith checks or drafts.
. Title� Original Issue Date: Denominations:
i The Bonds shall be titled "General Obligation Street
nt Special Assessment Bonds, Series 1998D", shall be
ril 1, 1998, as the date of original issue and shall be
forthwith on or after such date as fully registered bonds.
ds shall be numbered from R-1 upward. Global Certificates
3
q � a4�-
1
2
3
4
5
6
7
�
9
10
11
12
13
14
shall each be in the denomination of the entire principal a ount
maturing on a single date, or, if a portion of said princi al
amount is prepaid, said principal amount less the prepa nt.
Replacement Bonds, if issued as provided in paragraph 6 shall be
in the denomination of $5,000 each or in any integral ultiple
thereof of a single maturity. The Bonds shall matur on April 1
in the years and amounts as follows:
Year
Amount
Year
1999
2000
2001
2002
2003
2004
$410,000
135,000
115,000
115,000
115,000
115,000
2005 $ 115,000
2006 115,000
2007 115,000
2008 115,000
2009 115,000
201 1,220,000
15 For purposes of Minnesota Statutes, Se tion 475.54, the serial
16 maturities of the Bonds are combined ith the serial maturities
17 of the City's $15,000.000 General 0 igation Capital Improvement
18 Bonds, Series 1998C.
19 3. Purpose. The Bond shall provide funds for the
20 construction of various street mprovements (the "Improvements")
21 in the City, and any excess f ds shall be devoted to any other
22 purpose permitted by law. T total cost of the Improvements,
23 which shall include all cos enumerated in Minnesota Statutes,
24 Section 475.65, is estimat d to be at least equal to the amount
25 of the Bonds. Work on th Improvements shall proceed with due
26 diligence to completion.
27 4. Inter
28 semiannually on Apr
29 "Interest Payment �
30 the basis of a 360-
31 respective rates p
32 as follows:
33 Maturitv Year nte
34 1999
35 2000
36 2001
37 2002
38 2003
39 2004
t. The Bonds shall bear interest payable
1 and October 1 of each year (each, an
e"), commencing April 1, 1999, calculated on
y year oE twelve 30-day months, at the
annum set forth opposite the maturity years
Maturity Year Interest Rate
0 2005
2006
2007
2008
2009
2010
0
40 5. Description of the Global Certificates and Global
41 Book- t S stem. Upon their original issuance the Bonds will
42 be i sued in the form of a single Global Certificate for each
43 mat ity, deposited with the Depository by the Purchaser and
44 im obilized as provided in paragraph 6. No beneficial owners of
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38
39
40
41
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45
under the provisions of the Charter of the City, rather than the
provisions of Minnesota Statutes, Chapter 429. �
It is hereby determined that no less than twenty
percent (20%) of the cost to the City of each Improvement
financed hereunder within the meaning of Minnesota Statut s,
Section 475.58, Subdivision 1(3), shall be paid by spec' 1
assessments to be levied against every assessable lot, piece and
parcel of land benefitted by the Improvements. The ty hereby
covenants and agrees that it will let all construct'on contracts
not�heretofore let within one year after ordering ach
Improvement financed hereunder unless the resoiu on ordering the
Improvement specifies a different time limit fo the letting of
construction contracts and will do and perfor , as soon as they
may be done, all acts and things necessary f the final and
valid levy of such special assessments, an in the event that any
such assessment be at any time held inval' with respect to any
lot, piece or parcel of land due to any ror, defect, or
irregularity, in any action or proceedi gs taken or to be taken
by the City or this Council or any of he City officers or
employees, either in the making of t assessments or in the
performance of any condition preced t thereto, the City and this
Council will forthwith do all furt er acts and take all further
proceedings as may be required b law to make the assessments a
valid and binding lien upon suc property.
The special assessm nts have not heretofore been
authorized, and accordingly, for purposes of Minnesota Statutes,
Section 475.55, Subdivisio 3, the special assessments are hereby
authorized. Subject to s h adjustments as are required by
conditions in existence the time the assessments are levied,
the assessments are her y authorized and it is hereby determined
that the assessments s all be payable in equal, consecutive,
anntial installments, ith general taxes for the years shown below
and with interest o the declining balance of all such
assessments at a r e per annum approximately one percent (lo)
per annum in exce s of the net effective rate of interest on the
Bonds:
Improvement
Designation
Thomas/Mac bin
Doswell/C lmsford
Bidwell/ ngress
Margare /Arcade
Railro Island
TOTAL
Amount
$ 397,613
701,789
456,672
633,032
154,179
Levy Years
Collection
Years
$2,343,285
1998-2017
for all
1999-2018
for all
46 � The special assessments shall be such that if collected
47 i full they, together with estimated collections of other
9zo��o.z 3 5
a�•�-yy
1 revenues herein pledged for the payment of the Bonds, will
2 produce at least five percent (5%) in excess of the amount eeded
3 to meet when due the principal and interest payments on t Bonds
4 in every year except the final year (2010). At the time the
5 assessments are in fact levied the City Council shall, ased on
6 the then-current estimated collections of the assessm ts, make
7 any adjustments in any ad valorem taxes required to e levied in
8 order to assure that the City continues to be in c pliance with
9 Minnesota Statutes, Section 475.61, Subdivision 1
LO 19. Limit on S ecial Assessments P1 ed. The City
L1 Council hereby finds, determines and declares hat the payment of
12 the Bonds does not require the pledge of all the special
L3 assessments which may be levied with respe to the Improvements
14 identified in paragraph 18, and that it i necessary, proper and
LS expedient to provide that payments and p epayments of special
16 assessments in excess of the debt serv' e requirements of the
17 Bonds be put to use for other purpose sooner than upon the
18 termination of the Debt Service Fund Only $2,800,000 original
19 principal amount of the special ass ssments (which amount is the
ZO "Pledged Assessments"), and inter t thereon, recognized in
Z1 paragraph 18 of this Resolution f which $ are necessary
22 prior to their scheduled receip in order to pay debt service on
23 the Bonds on April 1, 1999) ar or shall be pledged to the
24 payment of the Bonds, and pa ents of, or with respect to, such
25 special assessments in exces of the Pledged Assessments shall be
26 credited instead to a spec' 1 account in the Capital Fund, and
27 used for the purpose of p ing any additional costs of the
28 Improvements and the cos s of other improvements approved by the
29 City, as follows: (a) e first $ of all prepayments of
30 special assessments re ognized in paragraph 18 shall be credited
31 to the Debt Service F nd, (b) thereafter until such time as the
32 special assessments rom time to time outstanding equal in
33 original principal mount the Pledged Assessments or less,
34 prepayments of any of the special assessments recognized in
35 paragraph 18 sha be treated as prepayments of the portion of
36 the special ass sments not pledged to the Bonds and shall be
37 credited inste to said special account of the Capital Fund, and
38 used as provi d above, and (c) while the special assessments
39 from time to ime outstanding equal in original principal amount
40 the Pledged ssessments or more, regular installment payments
41 made on th Pledged Assessments only (not all of the special
42 assessmen ) shall be credited to the Debt Service Fund, and
43 regular ' stallment payments on that portion, if any, of the
44 remaini assessments in excess of the Pledged Assessments shall
45 be cre ted to said special account of the Capital Fund, and used
46 as pr ided above.
47 20. Tax Levy; Coveracre Test. If taxes are levied as
48 pr ided in the final part of paragraph 18, the tax levies shall
49 b irrepealable so long as any of the Bonds are outstanding and
50 npaid, provided that the City reserves the right and power to
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1 reduce the levies in the manner and to the extent permitted by
2 Minnesota Statutes, Section 475.61, Subdivision 3.
3 To provide moneys for payment of the principal an
4 interest on the Bonds due to be paid in 2010 there is hereby
5 levied upon all of the taxable property in the City a di�e
6 annual ad valorem tax which shall be spread upon the ta�"rolls
7 and collected with and as part of other general proper�y taxes in
8 the City for the years and in the amounts as follows�
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10
EF�
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Year of Tax
Lew
2008
Year of Tax
Collection
2009
The tax levies are such that
together with estimated collections of
other revenues herein pledged for the
produce at least five percent (5%) in
to meet when due the principal and int
Bonds. The tax levies shall be irre
the Bonds are outstanding and unpai ,
reserves the right and power to re uce
Amount
$
if cp'].lected in full they,
spe�ial assessments and
pa ent of the Bonds, will
e cess of the amount needed
rest payments on the
alable so long as any of
provided that the City
the levies in the manner
and to the extent permitted by M' nesota Statutes, Section
475.61, Subdivision 3.
21. General O
full payment of the prin
same respectively become
powers of the City shall
If the balance in the sp
the Debt Service Fund (
insufficient to pay al
Bonds payable therefr m,
out of any other
purpose, includi
Service Fund and
funds may be rei
account in the
sufficient bal n
bli a ion Pled e. For the prompt and
cipa and interest on the Bonds, as the
d, the full faith, credit and taxing
and are hereby irrevocably pledged.
cial account relating to the Bonds in
s defined in paragraph 17 hereof) is ever
principal and interest then due on the
the deficiency shall be promptly paid
fu s of the City which are available for such
g he general fund of the City and the Debt
e special accounts therein, and such other
ursed with or without interest from the special
bt Service Fund relating to the Bonds when a
e is available therein.
2. Certificate of Reaistration. The Director, Office
of Financi Services, is hereby directed to file a certified
copy of t s Resolution with the officer of Ramsey County,
Minnesot , performing the functions of the county auditor (the
"County uditor"), together with such other information as the
County uditor shall reguire, and to obtain the County Auditor's
certi
920770.2
�ate that the Bonds have been entered in the County
's Bond Register, and that the tax levy required by law
n made.
37
oR��1NA�
Presented By
Referred To
4
5
�C�E`F��e��- `1���`l�
'P>�ts 1�3�'-�, la� 35 3C��
RESOLUTlON
CITY OF SAINT PAUi.. 14�1i1�l1NESOT�
CouncilFile# \O " eZ4�.
GreenSheet# l�U \��
/5
Committee: Date
ACCEPTING PROPOSAL ON SALE OF
$2,800,000 GENERP.L OBL,IGATION STREET IMPROVEMENT
SPECIAL ASSESSMENT BONDS, SERIES 1998D,
PROVIDING FOR THEIR ISSIIANCE, AND LEVYII3G
A TAX FOR THE PAYMENT THEREOF
6 WHEREAS, the Director, Office of Financial Services,
7 has presented proposals received for the sale of $2,800,000
8 General Obligation Street Improvement Special Assessment Bonds,
9 Series 1998D (the "Bonds"), of the City of 8aint Paul, Mznnesota
10 (the "City"); and
11 wHEREAS, the proposals set farth on Exhibit A attached
12 hereto were received pursuant to the Terms of Proposal at the
13 offices of Springated Incorporateci a� 10:30 A.M., Central Time,
14 this same day; and
15 WHEREAS, the Director, Office of Financial Services,
16 has advised this Council that the proposal of
17 us � .� was found to be the most advantageous
18 and has re ommended that said proposal be accepted; and
19 WHEREAS, the proceeds of the Bonds will finance certain
20 ' street improvements to be specially assessed, for which the City
21 is proceeding pursuant to its Charter and not Minnesota Statutes,
22 Chapter 429, 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 to their payment, transfer
and exchange; and
WHEREAS, the City has determined that significant
savings in transaction costs will result from issuing bonds in
"global book-entry form", by which bonds are issued in
certificated form in large denominations, registered on the books
of the City in the name of a depository or its nominee, and held
in safekeeping and immobilized by such depository, and such
depository as part of the computerized national securities
clearance and settlement system (the "13ational System"} registers
transfers of ownership interests in the bonds by making
computerized book entries on its own books and distributes
payments on the bonds to its Participants shown on its books as
the owners of such interests; and such Participants and other
banks, brokers and dealers participating in the National System
will do likewise (not as agents of the City) if not the
beneficial owners of the bonds; and
WHEREAS, "Participants" means those finanCial
institutions 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 of representations (the "Letter of
Representations") setting forth various matters relating to the
Depository and its role with respect to the Bonds; and
WHEREAS, the City wi11 deliver the Sonds in the form of
one certificate per maturity, each representing the entire
principal amount of the Bonds due on a particular maturity
(each a��Global Certificate"?, which single certificate per
maturity may be transferred on the City's bond register as
required by the Uniform Commercial Code, but not exchanged
smaller denominations unless the City determines to issue
Replacement Bonds as provided below; and
date
for
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 the 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
4 whose name a Bond is registered on the registration books of the
5 City maintained by the registrar appointed as provided in
6 paragraph 8(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
10 certain continuing disclosure with respect to the Bonds; and
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WHEREAS, pursuant to Minnesota Statutes, Section
475.60, Subdivision 2(9), public sale requirements do not apply
to the Bonds if the City retains an independent financial advisor
and determines to sell the Bonds by private negotiation, and the
City has instead authorized a competitive sale without
publication of notice thereof as a form of private negotiation;
and
18 WIIEREAS, proposals for
19 Springsted Incorporated pursuant
20 Terms of Proposal therein:
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the Bonds have been solicited by
to an Official Statement and
NOW, THEREFORE, BE IT RESOLVED by the Council of the
City of Saint Paul, Minnesota, as follows:
1. Acceptance of Proposal. The proposal of
U.S. Bancorp., Inc. (the "Purchaser"1, to purchase $2,800,000
General Obligation Street Improvement Special Assessment Bonds,
Series 1998D, 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 hereinafter set forth, and to pay
therefor the sum of $2,782,360.00, plus interest acczued to
settlement, is hereby found, determined and declared to be the
most favorable proposal received and is hereby accepted, and the
Bonds are hereby awarded to the Purchaser. The Director, 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.
36 2. Title; Original Issue Date; Denominations;
37 Maturities. The Bonds shall be titled "General Obligation Street
38 ImprovemenC Special Assessment Bonds, Series 1998D", shall be
39 dated April 1, 1998, as the date of original issue and shall be
4� issued forthwith on or after such date as fu11y registered bonds.
41 The Bonds sha11 be numbered from R-1 upward. Global Certificates
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shall 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 denomination of $5,000 each or in any integral multiple
thereof of a single maturity. The Bonds shall mature on April 1
in the years and amounts as follows:
Year Amount
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10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
1999
2000
2��1
2002
2003
2004
For purposes
maturities of
of the City's
Bonds, Series
Year Amount
$410,000 2005 $ 115,000
135,000 2006 115,000
115,�00 2�07 115,�00
115,000 2008 115,000
115,000 2009 115,000
115,000 2010 1,220,000
of Minnesota Statutes, Section 475.54, the serial
the Bonds are combined with the serial maturities
$15,000.000 General Obligation Capital Improvement
1998C.
3. Purpose.
construction of various
in the City, and any exc
purpose permitted by lati
which shall include all
Section 475.65, is estitt
of the Bonds. Work on t
diligence to completion.
The Bonds shall provide funds £or the
street improvements (the "Improvements")
ess funds shall be devoted to any other
. The total cost of the Improvements,
costs enumerated in Minnesota Statutes,
ated to be at least equal to the amount
he Improvements shall proceed with due
27 4. Interest. The Bonds shall bear
28 semiannually on April 1 and October 1 of each
29 "Interest Payment Date"}, commencing April 1,
30 the basis of a 360-day year of twelve 30-day
31 respective rates per annum set forth opposite
32 as follows:
33 Maturity Year
34 1999
35 2000
36 2001
37 2002
38 2003
39 2004
Interest Rate
3.70%
3.90
4.10
4.15
4.20
4.30
Maturity Year
2005
2006
2007
2008
2009
2010
interest payable
year (each, an
1999, calculated on
months, at the
the maturity years
Interest Rate
4.40%
4.45
4.50
4.55
4.65
4.75
40 ' 5. Description of the Global Certificates and_Global
41 Book-Entrv Svstem. Upon their original issuance the Bonds will
42 be issued in the form of a single Global Certificate for each
43 maturity, deposited with the Depository by the Purchaser and
A4 immobilized as provided in paragraph 6. No beneficial owners of
920770.2
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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
will be reflected by book entries made on the records of the
Depository and its Participants and other banks, brokers, and
dealers participating in the National System. The Depository's
book entries of beneficial ownership interests are authorized to
be in increments of $5,000 of principal of the Bonds, but not
smaller increments, despite the larger authorized denominations
of the Global Certificates. Payment of principal of, premium, if
any, and interest on the Global Certificates will be made to the
Bond Registrar as paying agent, and in turn by the Bond Registrar
to the Depository or its nominee as registered owner of the
Global Certificates, and the Depository according to the laws and
rules governing it will receive and forward payments on behalf of
the beneficial owners of the Global Certificates.
19 Payment of principal of, premium, if any, and interest
20 on a Global Certificate may in the City's discretion be made by
21 such other method of transferring funds as may be requested by
22 the Holder of a Global Certificate.
23 6. Immobilization of Global Certificates by the
24 Depository; Successor De�oaitorv; Replacement Bonds. Pursuant to
25 the request af the Purchaser to the Depository, which request is
26 required by the Terms of Proposal, immediately upon the original
27 delivery of the Bonds the Purchaser wi11 deposit the Global
28 Certificates representing all of the Bonds with the Depository.
29 The Global Certificates shall be in typewritten form or otherwise
30 as acceptable to the Depository, sha11 be registered in the name
31 of the Depository or its nominee and shall be held immobilized
32 from circulation at the offices of the Depository on behalf of
33 the Purchaser and subsequent bondowners. The Depository or its
34 nominee will be the sole holder of record of the Global
35 Certificates and no investor or other party purchasing, selling
36 or otherwise transferring ownership of interests in any Bond is
37 to receive, hold or deliver any bond certificates so long as the
38 Depository holds the Global Certificates immobilized from
39 circulation, except as provided below in this paragraph and in
4� paragraph 12.
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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)
nominee) or
depository")
To any successor of the Depository (or its
any substitute depository (a "substitute
designated pursuant to clause tiii) of this
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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,
8 (iii) To a substitute depository designated by and
9 acceptable to the City upon (a) the determination by the
10 Depository that the Bonds shall no longer be eligible for
11 its depository services or (b) a determination by the City
12 that the Depository is no longer able to carry out its
13 functions, provided that any substitute depository must be
14 qualified to act as such, as provided in clause (ii) of this
15 subparagraph, or
16 (iv) To those persons to whom transfer is requested
17 in written transfer instructions in the event that:
18 (a) the Depository shall resign or discontinue
19 its services for the Bonds and the City is unable to
20 locate a substitute depository within two (2) months
21 following the resignation or determination of non-
22 eligibility, or
23 (b) upon a determination by the City in its sole
24 discretion that (1) the continuation of the book-entry
25 system described herein, which precludes the issuance
26 of certificates (other than Global Certificates) to any
27 Holder other than the Depository tor its nominee?,
28 might adversely a££ect the interest of the beneficial
29 owners of the Bonds, or (2? that it is in the best
30 interest of the beneficial owners of the Bonds that
31 they be able to obtain certificated bonds,
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in either of which events the City shall notify Holders of
its determination and of the availability of certificates
tthe "Replacement Bonds") to Holders requesting the same and
the registration, transfer and exchange of such Bonds will
be conducted as provided in paragraphs 9B and 12 hereof.
In the event of a succession of the Depository as may
be authorized by this paragraph, the Bond Registrar upon
presentation of Global Certificates shall register their transfer
to the substitute or successor depository, and the substitute or
sucaessor depository shall be treated as the Depository for al,l
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.
920770.2
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1 7. Redem,ption.
2 (a? OQtional Redemption; Due Date. All Bonds maturing
3 after April 1, 2006, shall be subject to redemption and
4 prepayment at the option of the City on such date and on any day
5 thereafter at a price of par plus accrued interest. Redemption
6 may be in whole or in part of the Bonds subject to prepayment.
7 If redemption is in part, those Bonds remaining unpaid may be
8 prepaid in such order of maturity and in such amount per maturity
9 as the City shall determine; and if only part of the Bonds having
10 a common maturity date are called for prepayment, the Global
11 Certificates may be prepaid in $5,000 increments of principal
12 and, if applicable, the specific Replacement Bonds to be prepaid
13 sha11 be chosen by lot by the Bond Registrar. Bonds or portions
14 thereof called for redemption sha11 be due and payable on the
15 redemption date, and interest thereon shall cease to accrue from
16 and after the redemption date.
17 (b) Notation on Global Certificate. Upon a reduction in
18 the aggregate principal amount of a Global Certificate, the
19 Holder may make a notation of such redemption on the panel
20 provided on the Global Certificate stating the amount so
21 redeemed, or may return the Global Certifioate to the Bond
22 Registrar in exchange for a new Global Certificate authenticated
23 by the Bond Registrar, in proper principal amount. Such
24 notation, if made by the Holder, shall be for reference only, and
25 may not be relied upon by any other person as being in any way
26 determinative of the principal amount of such Global Certificate
27 outstanding, unless the Bond Registrar has signed the appropriate
28 column of the panel.
29 (c) Selection of Replacement Bonds. To effect a partial
30 redemption of Replacement Bonds having a common maturity date,
31 the Bond Registrar prior to giving notice of redemption shall
32 assign to each Replacement Bond having a common maturity date a
33 distinctive number for each $5,000 of the principal amount of
34 such Replacement Bond. The Bond Registrar shall then select by
35 lot, using such method of selection as it shall deem proper in
36 its discretion, from the numbers so assigned to such Replacement
37 Bonds, as many numbers as, at $5,000 for each number, shall equal
38 the principal amount of such Replacement Bonds to be redeemed.
39 The Replacement Bonds to be redeemed shall be the Replacement
40 Bonds to which were assigned numbers so selected; provided,
41 however, that only so much of the principal amount of each such
42 Replacement Bond of a denomination of more than $5,000 shall be
43 redeemed as shall equal $5,000 for each number assigned to it and
44 so selected.
45 (d) Partial Redemgtion of Re,placement Bond. If a
46 Replacement Bond is to be redeemed only in part, it shall be
47 surrendered to the Bond Registrar (with, if the City or Bond
48 Registrar so requires, a written instrument of transfer in form
9zo��o.z 7
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1 satisfactory to the City and Bond Registrar duly executed by the
2 Holder thereof or his, her or its attorney duly authorized in
3 writing) and the City shall execute (if necessary) and the Bond
4 Registrar sha11 authenticate and deliver to the Iiolder of such
5 Replacement Bond, without service charge, a new Replacement Bond
6 or Bonds of the same series having the same stated maturity and
7 interest rate and of any authorized denomination or
8 denominations, as requested by such Holder, in aggregate
9 principal amount equal to and in exchange for the unredeemed
10 portion of the principal of the Bond so surrendered.
11 (e} Request for Redemption. The Bond Registrar shall call
12 Bonds for redemption and payment as herein provided upon receipt
13 by the Bond Registrar at least forty-five (451 days prior to the
14 redemption date of a request of the City, in written form if the
15 Bond Registrar is other than a City officer. Such'request shall
16 specify the principal amount of Bonds to be called for redemption
17 and the redemption date.
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(f) Notice. Mailed notice of redemption shall be given
the paying agent (if other than a City officer) and to each
affected Aolder. If and when the City shall call any of the
Bonds for redemption and payment prior to the stated maturity
thereof, the Bond Registrar shall give written notice in the
of the City of its intention to redeem and pay such Bonds at
office of the Bond Registrar. Notice of redemption shall be
to
name
the
given by first class mail, postage prepaid, mailed not less than
thirty (30) days prior to the redemption date, to each Holder of
Bonds to be redeemed, at the address appearing in the Bond
Register. All notices of redemption shall state:
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92077D.2
(i) The redemption date;
{ii) The redemption price;
(iii) if less than all outstanding Bonds are to be
redeemed, the identification (and, in the case of
partial redemption, the respective principal
amounts) of the Bonds to be redeemed;
(iv) That on the redemption date, the
will become due and payable upo
and that interest thereon shall
from and after said date; and
redemption price
n each such Bond,
cease to accrue
(v) The place where such Bonds are to be surrendered
for payment of the redemption price {which shall
be the office of the Bond Registrar).
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(g) Notice to DepositorX. NotiCes to The Depository Trust
Company or its nominee shall contain the CUSIP numbers of the
Bonds. If there are any Holders of the Bonds other than the
Depository or its nominee, the Bond Registrar shall use its best
efforts to deliver any such notice to the Depository on the
business day next preceding the date of mailing of such notice to
all other Holders.
8. Sond Registrar. First Trust National Association,
in Saint Paul, Minnesota, is appointed to act as bond registraz
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 conCract 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 suacessor paying agent is duly appointed. Principal and
interest on the Bonds shall be paid to the Holders (or record
holders? of the Bonds in the manner set forth in the forms of
Bond and paragraph 14 of this resolution.
9. Forms of Bond. The Bonds shall be in the form of
Global Certificates unless and until Replacement Bonds are made
available as provided in paragraph 6. Each form 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.
31 A. G1oba1 Certificates. The Global Certificates,
32 together with the Certificate of Registration, the Register of
33 Partial Payments, the form of Assignment and the registration
34 information thereon, shall be in substantially the following form
35 and may be typewritten rather than printed:
zaono.z 9
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1 UNITED STATES OF AMERICA
2 STATE OF MINNESOTA
3 RAMSEY COUNTY
4 CITY OF SAINT PAU7�
5 R-
6 GENERAL OBLIGATION STREET IMPROVEMENT
7 SPECIAL ASSESSMENT BOND, SERIES 1998D
8 INTEREST MATURITY DATE OF
9 RATE DATE ORIGINAL ISSUE CUSIP
10 April 1, April 1, 1998
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REGISTERED OWNER:
PRINCIPAL AMOTJNT: DOLLARS
KNQW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey Count�r, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above or on the certificate
of registration below, or registered assigns, in the manner
hereinafter set forth, the principal amount specified above, on
the maturity date specified above, unless called for earlier
redemption, and to pay interest thereon semiannually on April i
and October 1 of each year (each, an "Interest Payment Date"?,
commencing April 1, 1999, at the rate per annum specified above
1calculated on the basis of a 360-day year of twelve 30-day
months) until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest
has been paid, from the date of original issue hereof. The
principal of and premium, if any, on this Bond are payable in
same-day funds by 2:30 p.m., Eastern time, upon presentation and
surrender hereof at the principal office of
in , Minnesota (the "Bond
Registrar"), acting as paying agent, or any successor paying
agent duly appointed by the Issuer; provided, however, that upon
a partial redemgtion 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 sha11 be
received no later than 2:30 p.m., Eastern time, and may make a
notation on the panel provided herein of such redemption, stating
the amount so redeemed, or may return the Bond to the Bond
Registrar in exchange for a new Bond in the proper principal
amount. Such notation, if made by the Holder, shall be for
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reference only, and may not be relied upon by any other person as
being in any way determinative o£ the principal amount of this
Bond outstanding, unless the Bond Registrar has signed the
appropriate column of the panel. Interest on this Bond wi11 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 "Aolder" or "Bondholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the
address appearing thereon at the close of business on the
fifteenth day of the calendar month preceding such Interest
Payment Date (the "Regular Record Date"). Interest payments
shall be received by the Aolder no later than 2:30 p.m., Eastern
time; and principal and premium payments shall be received by the
Holder no later than 2:30 p.m., Eastern time, if the Bond is
surrendered for payment enough in advance to permit payment to be
made by such time. Any interest not so timely paid shall cease
to be payable to the person who is the Holder hereof as of the
Regular Record Date, and shall be payable to the person who is
the Holder hereof at the close of business on a date (the
"Special Record Date"? fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice
of the 5pecial 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.
26 Date of Payment Not Business DaX. If the date for
27 payment of the principal of, premium, if any, or interest on this
28 Bond shall be a Saturday, Sunday, legal holiday or a day on which
29 banking institutions in the City of New York, New York, or the
30 city where the principal office of the Bond Registrar is located
31 are authorized by law or executive order to close, then the date
32 for such payment shall be the next succeeding day which is not a
33 Saturday, Sunday, legal holiday or a day on which such banking
34 institutions are authoriaed to close, and payment on such date
35 shall have the same force and effect as if made on the nominal
36 data of payment.
37 Redemption. All Bonds of this issue (the "Bonds")
38 maturing after April 1, 2006, are subject to redemption and
39 prepayment at the option of the Issuer on such date and on any
40 day thereafter at a price of par plus accrued interest.
41 Redemption may be in whole or in part of the Bonds subject to
42 prepayment. If redemption is in part, those Bonds remaining
43 unpaid may be prepaid in such order of maturity and in such
44 amount per maturity as the City sha11 determine; and if only part
45 of the Bonds having a common maturity date are called for
46 prepayment, this Bond may be prepaid in $5,000 increments of
47 principal. Bonds or portions thereof called for redemption sha11
48 be due and payable on the redemption date, and interest thereon
49 shall cease to accrue from and after the redemption date.
9zo77o.z 1 1
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1 Notice o£ Ftedem� ion. Mailed notice of redemption
2 shall be given to the paying agent (if other than a City officer)
3 and to each affected Holder of the Bonds. In the event any of
4 the Bonds are called £or redemption, written notice thereof will
5 be given by first class mail mailed not less than thirty (30)
6 days prior to the redemption date to each Holder of Bonds to be
7 redeemed. In connection with any such notice, the "CUSIP"
8 numbers assigned to the Bonds shall be used.
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Renlacement or Notation of Bonds after Partial
Redem�tion. 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 Sond
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 satis£actory to the Issuer
and Bond Registrar duly executed by the Holder thereof or his,
her or its attorney duly authorized in wziting) and the Issuer
shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Halder 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: Pur,Pose; General Obliqation. This Bond is
one of an issue in the total principal amount of $2,SOO,OOo, 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 and the
Charter of the Issuer, and pursuant to a resolution adopCed by
the City Council of the Issuer on April 1, 1998 (the
"Resolution"), for the purpose of providing money to finance the
construction of various street improvements in the City. This
Bond is payable out of a special account relating to the Bonds in
the General Obligation Special Assessments -- Streets Debt
Service Fund of the Issuer. This Bond constitutes a general
obligation of the Issuer, and to provide moneys for the prompt
and full payment of its principal, premium, if any, and interest
when the same become due, the full faith and credit and taxing
powers of the Issuer have been and are hereby irrevocably
pledged.
Denominations: Exchange: Resolution. The Bonds are
issuable originally only as Global Certificates in the
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denomination of the entire principal amount of the issue maturing
on a single date, or, if a portion of said principal amount is
prepaid, said principal amount less the prepayment. Global
Certificates are not exchangeable for fully registered bonds of
smaller denominations except to evidence a partial prepayment or
in exchange for Replacement Bonds if then available. Replacement
Bonds, i£ 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
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.
Re,Qlacement Bonds. Replaeement Bonds may be issued by
the Issuer in the event that:
20 (a) the Depoeitory shall resign or discontinue its
21 services for the Bonds, and only if the Issuer is unable to
22 locate a substitute depository within two (2) months
23 following the resignation or determination of non-
24 eligibility, or
25 (b) upon a determination by the Issuer in its sole
26 discretion that (1) the continuation of the book-entry
27 system described in the Resolution, which precludes the
28 issuance of certificates (other than Global Certificatss) to
29 any Holder other than the Depository (or its nominee), might
30 adversely affect the interest of the beneficial owners of
31 the Bonds, or i2) triat it is in the best interest of the
32 beneficial owners of the Bonds that they be able to obtain
33 certificated bonds.
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41
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Transfer. This Bond shall be registered in the name of
the payee on the books of the Issuer by presenting this Bond for
registration to the Bond Registrar, who will endorse his, her or
its name and note the date of registration opposite the name of
the payee in the certificate of registration attached hereto.
Thereafter this Bond may be transferred by delivery with an
assignment duly executed by the Holder or his, her or its legal
representatives, and the Issuer and Bond Registrar may treat the
Holder as the person exclusively entitled to exercise all the
rights and powers of an owner until this Bond is presented with
such assignment for registration of transfer, accompanied by
assurance of the nature provided by law that the assignment is
genuine and effective, and until such transfer is registered on
said books and noted hereon by the Bond Registrar, all subject to
the terms and conditions provided in the Resolution and to
92097�,2
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reasonable regulations of the Issuer contained in any agreement
with, or notice to, the Bond Registrar. Transfer of this Bond
may, at the direction and expense of the Issuer, be subject to
certain other restrictions if required to qualify this Bond as
being "in registered form" within the meaning of Section 149(a)
of the federal Internal Revenue Code of 1986, as amended.
7 Fees upon Transfer or Loss. The Bond Registrar may
8 require payment of a sum sufficient to cover any tax or other
9 governmental charge payable in connection with the transfer or
10 exchange of this Bond and any legal or unusual costs regarding
11 transfers and lost Bonds.
12 Treatment of Reqistered Owner. The Issuer and Bond
13 RegisCrar may treat the person in whose name this Bond is
14 registered as the owner hereof for the purpose of receiving
15 payment as herein provided (except as otherwise provided with
16 respect to the Record Date) and for all other purposes, whether
17 or not this Bond shall be overdue, and neither the Issuer nor the
18 Bond Registrar shall be affected by notice to the contrary.
19 Authentication This Bond shall not be valid or become
20 obligatory for any purpose or be entitled to any security unless
21 the Certificate of Authentication hereon shall have been executed
22 by the Bond Registrar.
23 Not Oualified Tax-Exem�� Obliaations. The Bonds have
24 not been designated by the Issuer as "qualified tax-exempt
25 obligations" for purposes of Section 265(b)(3) of the federal
26 Internal Revenue Code of 1986, as amended. The Bonds do not
27 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 Mirinesota 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.
39 IN WITNESS WHEREOF, the City of Saint Pau1, Ramsey
4o County, Minnesota, by its City Council has caused this Bond to be
41 executed on its behalf by the photocopied facsimile signature of
42 its Mayor, attested by the photocopied facsimile signature of its
43 Clerk, and countersigned by the photocopied facsimile signature
44 of its Director, Office of Financial Services, the official seal
45 having been omitted as permitted by law.
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Date of Registration:
5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTAENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
11 within.
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16 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
22 General Obligation Street Improvement Special Assessment Sond,
23 Series 1948D, No. R-
920774.2
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CERTIfiICATE OF REGISTRATION
The transfer of ownership of the principal amount of the attached
Bond may be made only by the registered owner or his, her or its
legal representative last noted below.
DATS 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
Date Amount Bondholder Bond Reqistrar
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 UTMA - as custodian for
10 (Cust) (Minor)
11 under the Uniform Transfers
12 (State) -
13 to Minors Act
14 Additional abbreviations may also be used
15 though not in the above list.
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ASSIGNM&NT
2 For value received, the undersigned hereby sells,
3 assigns and transfers unto
4 the attached Bond and does
5 hereby irrevocably constitute and appoint
6 attorney to transfer the Bond on the books
7 kept for the registration thereof, with full power of
8 substitution in the premises.
9 Dated:
10 Notice: The assignor's signature to this assignment
11 must correspond with the name as it appears
12 upon the face of the attached Bond in every
13 particular, without alteration or any change
14 whatever.
15 Signature Guaranteed:
�
17 Signaturets) must be guaranteed by a national bank or trust
18 company or by a brokerage firm having a membership in one of the
19 major stock exchanges or any other "Eligible Guarantor
20 Institution" as defined in 17 CFR 240.17Ad-15(a)(2).
21 The Bond Registrar will not effect transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
25
26
27
28
(Include information for all joint owners
if the Bond is held by joint account.)
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B. R�lacement Bonds. If the City has notified
Holders that Replacement Bonds have been made available as
provided in paragraph 6, then for every Bond thereafter
transferred or exchanged (including an exchange to refleat the
partial prepayment of a Global Certificate not previously
exchanged for Replacement Bonds) the Bond Registrar shall deliver
a certificate in the form of the Replacement Bond rather than the
Global Certificate, but the Holder of a Global Certificate shall
not otherwise be required to exchange the Global Certificate for
one or more Replacement Bonds since the City recognizes that some
beneficial owners may prefer the convenience of the Depository's
registered ownership of the Bonds even though the entire issue is
no longer required to be in global book-entry form. The
Replacement Bonds, together with the Bond Registrar's Certificate
of Authentication, the form of Assignment and the registration
information thereon, shall be in substantially the following
form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUI.,
5 R-
6 GENERAL OBLIGATION STREET IMPROVEMENT
7 SPECIAL ASSESSMENT BOND, SERIES 1998D
8 INTEREST MATURITY DATE OF
9 RATE DATE ORIGINAL ISSUE CUSIP
10 April 1, 1998
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REGISTERED OWNER:
PRINCIPAI, AMOUNT: DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City"),
certifies that it is indebted and for value received promises to
pay to the registered owner specified above, or registered
assigns, in the manner hereinafter set forth, the principal
amount specified above, on the maturity date specified above,
unless called for earlier redemption, and to pay interest thereon
semiannually on 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 premium, if any, on this Bond are
payable upon presentation and surrender hereof at the principal
office o£ , 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
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1 the close of business on a date (the "Special Record Date") fixed
2 by the Bond Registrar whenever money becomes available for
3 payment of the defaulted interest. Notice of the Special Record
4 Date shall be given to Bondholders not less than ten days prior
5 to the Special Record Date. The principal of and premium, if
6 any, and interest on this Bond are payable in lawful money of the
7 United States of America.
8 REFERENCE IS HEREBY MADE TO THE FURTFIER PROVISIONS OF
9 THIS BOND SET FORTH ON TIiE REVERSE HEREOF, WHICfI PROVISIONS SHALL
10 FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
il IT IS HEREBY CERTIFIED AND RECITED that all acts,
12 conditions and things required by the Constitution and laws of
13 the State of Minnesota and the Charter of the Issuer to be done,
14 to happen and to be performed, precedent to and in the issuance
15 of this Bond, have been done, have happened and have been
16 performed, in regular and due form, time and manner as required
17 by law, and that this Bond, together with all other debts of the
18 Issuer outstanding on the date of original issue hereof and on
19 the date of its issuance and delivery to the original purchaser,
20 does not exceed any constitutional or statutory or Charter
21 limitation of indebtedness.
22 IN WITNESS WHEREOF, the City of Saint Paul, Ramsey
23 County, Minnesota, by its City Council has caused this Bond to be
24 executed on its behalf by the original or facsimile signature of
25 its Mayor, attested by the original or facsimile signature of its
26 Clerk, and countersigned by the original or facsimile signature
27 of its Director, Office of Financial Services, the official seal
28 having,been omitted as permitted by law.
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1 Date of Registration: Registrable by:
2 Payable at: _
3
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5 BOND REGISTRAR'S
6 CERTIFICATE OF
7 AUTHENTICATION
8 This Bond is one of the
9 Bonds described in the
10 Resolution mentioned
il within.
12
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15 Bond Registrar
16 By
17 Authorized Signature
18
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920770.2
CITY OF SAINT PAUL,
RAMSEY COUNTY, MINNESOTA
Attest:
City Clerk
Countersigned:
Director, Office of Financial
Services
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ON REVERSE OF BOND
Date of Payment Not Business Dav. If the date for
payment of the principal of, premium, if any, or interest on this
Bond shall be a Saturday, Sunday, legal holiday 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.
Redemption. All Bonds of this issue (the "BOnds")
maturing after April 1, 2006, are subject to redemption and
prepayment at the option of the Issuer
day thereafter at a price of par plus
Redemption may be in whole or in part
prepayment. If redemption is in part,
unpaid may be prepaid in such order of
amount per maturity as the City shall
of the Bonds having a common maturity
prepayment, the sgecific Bonds to be g
lot by the Bond Registrar. Bonds or p
redemption shall be due and payable on
interest thereon shall cease to accrue
redemption date.
on such date and on any
accrued interest.
of the Bonds subject to
those Bonds remaining
maturity and in such
determine; and if only part
date are called for
repaid shall be chosen by
ortions thereof called for
the redemption date, and
from and after Che
Notice of Redem�tion. Mailed noCice of redemption
shall be given to the paying agent (if other than a City officer)
and to each affected Aolder 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 noC less than thirty (30)
days prior to the redemption date to each Holder of Bonds to be
redeemed. In connection with any such notice, the "CUSIP"
numbers assigned to the Bonds shall be used.
Selection of Bonds £or 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 0£ 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, sha11 equal the principal
amount of such Bonds to be redeemed. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount of
such Bond of a denomination of more than $5,000 shall be redeemed
920770.2
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as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be
surrendexed 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 sha11 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 o£
any authorized denomination or denominations, as requested by
such Holder, in aggregate grincipal 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 $2,800,000, 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 and the
Charter of the Issuer, and pursuant to a resolution adopted by
the City Council of the Tssuer on April 1, 1998 (the
"Resolution"), for the purpose of providing money to finance the
construction of various street improvements in the City. This
Bond is payable out of a special account relating to the Bonds in
the General Obligation Special Assessments -- Streeta 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.
33 Denominations; Exchanae: Resolution. The Bonds are
34 issuable solely as fully registered bonds in the denominations of
35 $5,000 and integral multiples thereof of a single maturity and
36 are exchangeable for fully registered Bonds of other authorized
37 denominations in equal aggregate principal amounts at the
38 principal office of the Bond Registrar, but only in the manner
39 and subject to the limitations provided in the Resolution.
40 Reference is hereby made to the Resolution for a description of
41 the rights and duties of the Bond Registrar. Copies of the
42 Resolution are on file in the principal office of the Bond
43 Registrar.
44 Transfer. This Bond is transferable by the Holder in
45 person or by his, her or its attorney duly authorized in writing
46 at the principal office of the Bond Registrar upon presentation
47 and surrender hereof to the Bond Registrar, all subject to the
48 terms and conditions provided in the Resolution and to reasonable
49 regulations of the Issuer contained in any agreement with, or
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1 notice to, the Bond Registrar. Thereupon the Issuer shall
2 execute and the Bond Registrar shall authenticate and deliver, in
3 exchange for this Bond, one or more new fully registered Bonds in
4 the name of the transferee (but not registered in blank or to
5 "bearer" or similar designation), of an authorized denomination
6 or denominations, in aggregate principal amount equal to the
7 principal amount of this Bond, of the same maturity and bearing
8 interest at the same rate.
9 Fees upon Transfer or Loss. The Bond Registrar may
10 require payment of a sum sufficient to cover any tax or other
11 governmental charge payable in connection with the transfer or
12 exchange of this Bond and any legal or unusual costs regarding
13 transfers and lost Bonds.
14 Treatment of Registered Owner. The Issuer and Bond
15 Registrar may treaC the person in whose name this Bond is
16 registered as the owner hereof for the purpose of receiving
17 payment as herein provided (except as otherwise provided on the
18 reverse side hereof with respect to the Record Date) and for all
19 other purposes, whether or not this Bond shall be overdue, and
20 neither the Issuer nor the Bond Registrar shall be affected by
21 notice to the contrary.
22 Authentication. This Bond shall not be valid or become
23 obligatory for any purpose or be entitled to any security unless
24 the Certificate of Authentication hereon shall have been executed
25 by the Sond Registrar.
26 Not Oualified Tax-Exempt Obliaations. The Bonds have
27 not been designated by the Issuer as "qualified tax-exempt
26 obligations" for purposes of Section 265(b)(3) of the federal
29 Internal Revenue Code of 1986, as amended. The Bonds do not
30 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 Uniform Transfers
13 (State)
14 to Minors Act
15 Additional abbreviations may also be used
16 though not in the above list.
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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 assignment
11 must correspond with the name as it appears
12 upon the face o£ the within Bond in every
13 particular, without alteration or any change
14 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 effect transfer of this
22 Bond unless the information concerning the transferee requested
23 below is provided.
24 Name and Address:
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(Include information for all joint owners
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 signatures of its Mayor, Clerk and Director,
Office of Financial Services, each with the effect noted on the
forms of the Bonds, and be sealed with the seal of the City;
provided, however, that the seal of the City may be a printed or
photocopied facsimile; and provided further that any of such
signatures may be printed or photocopied facsimiles and the
corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of any
such officer, the Bonds may be signed by the manual or facsimile
signature of that officer who may act on behalf of such absent or
disabled officer. In case any such officer whose signature or
facsimile of whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of the Bonds, SllCYl
signature or facsimile shall nevertheless be valid and sufficient
for all purposes, the same as if he or she had remained in office
until delivery.
11. Authentication; Date of Reaistration. No Bond
shall be valid or obligatory for any purpose or be entitled to
any security or benefit under this resolution unless a
Certificate of Authentication on such Bond, substantially in the
form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of
Authentication on different Bonds need not be signed by the same
person. The Bond Registrar shall authenticate the signatures of
officers of the City on each Bond by execution of the Certificate
of Authentication on the Bond and by inserting as the date of
registration in the space provided the date on which the Bond is
authenticated. For purposes of delivering the original Global
Certificates to the Purchaser, the Bond Registrar shall insert as
the date of registration the date of original issue, which date
is Apri1 l, 1998. The Certificate of Authentication so executed
on each Sond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
12. Reaistration; Transfer; Exchanqe. The City will
cause to be kept at the principal office of the Bond Registrar a
bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall
provide for the registration of Bonds and the registration of
transfers of Bonds entitled to be registered or transferred as
herein provided.
A Global Certificate shall be registered in the name of
the payee on the books of the Bond Registrar by presenting the
Global Certificate for registration to the Bond Registrar, who
will endorse his or her name and note the date of registration
opposite the name of the payee in the certificate of registration
on the Global Certificate. Thereafter a Global Certificate may
be transferred by delivery with an assignment duly executed by
the Holder or his, her or its legal representative, and the City
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1 and Bond Registrar may treat the Holder as the person exclusively
2 entitled to exercise all the rights and powers of an owner until
3 a Global Certificate is presented with such assignment for
4 registration of transfer, accompanied by assurance of the nature
5 provided by law that the assignment is genuine and effective, and
6 until such transfer is registered on said books and noted thereon
7 by the Bond Registrar, all subject to the terms and conditions
8 provided in the Resolution and to reasonable regulations of the
9 City contained in any agreement with, or notice to, the Bond
10 Registrar.
11 Transfer of a Global Certificate may, at the direction
12 and expense of the City, be subject to other restrictions if
13 required to qualify the Global Certificates as being "in
14 registered form" within the meaning of Section 149(a) of the
15 federal Internal Revenue Code of 1986, as amended.
16 If a Global Certificate is to be exchanged for one or
17 more Replacement Bonds, all of the principal amount of the Global
18 Certificate shall be so exchanged.
19 Upon surrender for transfer of any Replacement Bond at
20 the principal office of the Bond Registrar, the City shall
21 execute (if necessary), and the Bond Registrar shall
22 authenticate, insert the date of registration (as provided in
23 paragraph 11) of, and deliver, in the name of the designated
24 transferee or transferees, one or more new Replacement Bonds of
25 any authorized denomination or denominations of a like aggregate
26 principal amount, having the same stated maturity and interest
27 rate, as requested by the transferor; provided, however, that no
28 bond may be registered in blank or in the name of "bearer" or
29 similar designation.
30 At the option of the Holder of a Replacement Bond,
31 Replacement Bonds may be exchanged for Replacement Bonds of any
32 authorized denomination or denominations of a like aggregate
33 principal amount and stated maturity, upon surrender of the
34 Replacement Bonds to be exchanged at the principal office of the
35 Bond Registrar. Whenever any Replacement Bonds are so
36 surrendered for exchange, the City shall execute (if necessary),
37 and the Bond Registrar shall authenticate, insert the date of
38 registration of, and deliver the Replacement Bonds which the
39 Holder making the exchange is entitled to receive. Global
40 Certificates may not be exchanged for Global Certificates of
41 smaller denominations.
42
43 provided
44 the sond
45 City.
All Bonds surrendered upon any exchange or transfer
for in this resolution shall be promptly cancelled by
Registrar and thereafter disposed of as directed by the
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1 All Bonds delivered in exchange for or upon transfer of
2 Bonds shall be valid general obligations of the City evidencing
3 the same debt, and entitled to the same benefits under this
4 resolution, as the Bonds surrendered for such exchange or
5 transfer.
6 Every Bond presented or surrendered for transfer or
7 exchange shall be duly endorsed or be accompanied by a written
8 instrument of transfer, in form satisfactory to the Bond
9 Registrar, duly executed by the Holder thereof or his, her or its
10 attorney duly authorized in writing.
il The Bond Registrar may require payment of a sum
12 sufficient to oover any tax or other governmental charge payable
13 in connection with the transfer or exchange of any Bond and any
14 legal or unusual costs regarding transfers and lost Bonds.
15 Transfers shall also be subject to reasonable regula-
16 tions of the City contained in any agreement with, or notice to,
17 the Bond Registrar, including regulations which permit the Bond
18 Registrar to close its transfer books between record dates and
19 payment dates.
20 13. Rights Upon Transfer or Exchan4e. Each Bond
21 delivered upon transfer of or in exchange for or in lieu of any
22 other Bond shall carry all the rights to interest accrued and
23 unpaid, and to accrue, which were carried by such other Bond.
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14. Interest Pavment: Record Date. Intere5t on any
Global Certificate shall be paid as provided in the first
paragraph thereof, and interest on any Replacement Bond shall be
paid on each Interest Payment Date by check or draft mailed to
the person in whose name the Bond is registered (the "Holder") on
the registration books of the City maintained by the Bond
Registrar, and in each case at the address appearing thereon at
the close of business on the fifteenth (].5th) day of the calendar
month preceding such Interest Payment Date (the "Regular Record
Date"?. Any such interest not so timely paid shall cease to be
payable to the person who is the Holder thereof as of the Regular
Record Date, and shall be payable to the person who is the Holder
thereof at the close of business on a date (the "Special Record
Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the
Special Record Date shall be given by the Bond Registrar to the
Holders not less than ten (10) days prior to the Special Record
Date.
42 15. Holders• Treatment of Reaistered Owner: Consent of
43 Holders
44 (A) For the purposes of all actions, consents and other
45 matters affecting Holders of the Bonds, other than payments,
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1 redemptions, and purchases, the City may (but shall not be
2 obligated to) treat as the Holder of a Bond the beneficial owner
3 of the Bond instead of the person in whose name the Bond is
4 registered. For that purpose, the City may ascertain the
5 identity of the beneficial owner of the Bond by such means as the
6 Bond Registrar in its sole discretion deems appropriate,
7 including but not limited to a certificate from the person in
8 whose name the Bond is registered identifying such beneficial
9 owner.
10 (B) The City and Bond Registrar may treat the person in
11 whose name any Bond is registered as the owner of such Bond for
12 the purpose of receiving payment of principal of and premium, if
13 any, and interest (subject to the payment provisions in paragraph
14 14 above) on, such Bond and for all other purposes whatsoever
15 whether or not such Bond sha11 be overdue, and neither the City
16 nor the Bond Registrar shall be affected by notice to the
17 contrary.
18 (C) Any consent, request, direction, approval, objection or
19 other instrument to be signed and executed by the Holders may be
20 in any number of concurrent writings of similar tenor and must be
21 signed or executed by such Holders in person or by agent
22 appointed in writing. Proo£ of the execution of any such
23 consent, request, direction, approval, objection or other
24 instrument or of the writing appointing any such agent and of the
25 ownership of Bonds, if made in the following manner, shall be
26 sufficient for any of the purposes of this Resolution and shall
27 be conclusive in favor of the City with regard to any action
28 taken by it under such request or other instrument, namely:
29 (1) The fact and date of the execution by any person
30 of any such writing may be proved by the cerCificate of any
31 officer in any jurisdiction who by law has power to take
32 acknowledgments within such jurisdiction that the person
33 signing such writing acknowledged before him or her the
34 execution thereof, or by an affidavit of any witness to such
35 execution.
36 (2) Subject to the provisions of subparagraph (A)
37 above, the fact o£ the ownership by any person of Bonds and
38 the amounts and numbers of such Bonds, and the date of the
39 holding of the same, may be proved by reference to the bond
40 register_
41 16. Delivery: ApAlication of Proceeds. The Global
42 Certificates when so prepared and executed shall be delivered by
43 the Director, Office of Financial Services, to the Purchaser upon
44 receipt of the purchase price, and the Purchaser shall not be
45 obliged to see to the proper application thereof.
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17. Funds. There is hereby created a special fund to
be designated the "1998 Capital Projects Fund" (numbered C-98,
the °Capital Fund"), 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 Obligation Special Assessments -- Streets Debt
Service Fund" (numbered 963, the "Debt Service Fund"). The
Capital Fund and Debt Service Fund shall be maintained in the
manner herein specified until all of the Bonds and the interest
thereon have been fully paid.
(i? C�ital Fund. To the Capital Fund there shall be
credited the proceeds of the sale of the Bonds, less accrued
interest received thereon, and less any amount paid for the
Bonds in excess of $2,772,000. From the Capital Fund there
shall be paid all costs and expenses of making the
Improvements listed in paragraph 18, after they have been
ordered in accordance with the Charter of the City,
including the cost of any construction contracts heretofore
let and all other costs incurred and to be incurred of the
kind authorized in Minnesota Statutes, Section 475.65
(including interest on the Bonds payable during the
construction period); and the moneys in the Capital Fund
shall be used for no other purpose except as otherwise
provided by law; provided that the proceeds of the Bonds may
also be used to the extent necessary to pay interest on the
Bonds due prior to the anticipated date of commencement of
the collection of taxes or special assessments herein
covenanted to be levied; and provided further that if upon
completion of the Improvements there shall remain any
unexpended balance in the Capital Fund, the balance may be
transferred by the Council to the fund of any other
improvement instituted pursuant to the City's Charter or
Minnesota Statutes, Chapter 429, or used to pay the costs of
any other purpose permitted by law, or transferred to the
Debt Service Fund. All earnings on the Capital Fund shall
be transferred to the Debt Service Fund, or may be retained
in the Capital Fund.
(ii) Debt Service Fund. There is hereby pledged and
there shall be credited to a special account relating to the
Bonds in the Debt Service Fund: (a) collections of special
assessments herein covenanted to be levied, to the extent
provided in paragraph 19; (b) all accrued interest received
upon delivery of the Bonds; (c) all funds paid for the Bonds
in excess of $2,772,000; (d) any collections of all taxes
which are levied herein, or which may hereafter be levied in
the event that the special assessments herein pledged to the
payment of the Bonds and interest thereon are insufficient
therefor; (e) a11 funds remaining in the Capital Fund after
completion of the Improvements and payment of the costs
920770.2
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thereof, not so transferred to the account of another
improvement or used to pay the costs of any other purpose
permitted by 1aw; and (f) a11 investment earnings on moneys
held in such special account in the Debt Service Fund or on
moneys held in the Capital Fund. If moneys in the special
account of the Debt Service Fund should ever be insufficient
to pay debt service on the Bonds, the Bonds shall be paid
from the Debt Service Fund or any other special account
therein, and the Bonds are hereby made payable from the Debt
Service Fund and any other special accounts therein for this
purpose. Amounts drawn from the Debt Service Fund or any
special account therein may be repaid with or without
inCerest when moneys sufficient for such repayment are
deposited in the special account relating to the Bonds in
the Debt Service Fund.
The special account relating to the Bonds in the Debt
Service Fund sha11 be used solely to pay the principal and
interest and any premiums for redemption of the Bonds and any
other general obligation bonds of the City hereafter issued by
the City and made payable from such special account in the Debt
Service Fund as provided by law, or to pay any rebate due to the
United States. No portion of the proceeds of the Bonds shall be
used directly or indirectly to acquire higher yielding
investments or to replace funds which were used directly or
indirectly to acquire higher yielding investments, except (1) for
a reasonable temporary period until such proceeds are needed for
the purpose for which the Bonds were issued, and (2) in addition
to the above in an amount not greater than five percent (Sg) of
the proceeds of the Bonds. To this effect, any sums from time to
time held in the Capital Fund or in such special account in the
Debt Service Fund (or any other City fund or 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 restriotions 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 Sonds and money in the Capital Fund or in such
special account in the Debt Service Fund shall not be invested in
obligations or deposits issued by, guaranteed by or insured by
the United States or any agency or instrumentality thereof if and
to the extent that such investment would cause the Sonds to be
"federally guaranteed" within the meaning of Section 149(b) of
the federal Internal Revenue Code of 1986, as amended (the
"Code'� ) .
18. Assessments; Coveraae Test. The Citiy Council has
heretofore determined, and does hereby determine, to proceed with
the Improvements and special assessments with respect thereto
920770.2
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1 under the provisions of the Charter of the City, rather than the
2 provisions of Minnesota Statutes, Chapter 429.
3 It is hereby determined that no less than twenty
4 percent (20%) of the cost to the City of each Improvement
5 financed hereunder within the meaning of Minnesota Statutes,
6 Section 475.58, Subdivision 1(3), shall be paid by special
7 assessments to be levied against every assessable lot, piece and
8 parcel of land benefitted by the Improvements. The City hereby
9 covenants and agrees that it wi11 let a11 construction contracts
10 not hereto£ore let within one year after ordering each
11 Improvement financed hereunder unless the resolution ordering the
12 Improvement specifies a different time limit £or the letting of
13 construction contracts and will do and perform, as soon as they
14 may'be done, all acts and thinqs necessary for the final and
15 valid levy of such special assessments, and in the event that any
16 such assessment be at any time held invalid with respect to any
17 lot, piece or parcel of land due to any error, defect, or
18 irregularity, in any action or proceedings taken or to be taken
19 by the City or this Council or any of the City officers or
20 employees, either in the making of the assessments or in the
21 performance of any condition precedent thereto, the City and this
22 Council will forthwith do all further acts and take all further
23 proceedings as may be required by law to make the assessments a
24 valid and binding lien upon such property.
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The special assessments have not heretofore been
authorized, and accordingly, for purposes of Minnesota Statutes,
Section 475.55, Subdivision 3, the special assessments are hereby
authorized. Subject to such adjustments as are required by
conditions in existence at the time the assessments are levied,
the assessments are hereby authorized and it is hereby determined
that the assessments shall be payable in equal, consecutive,
annual installments, with general taxes for the years shown below
and with intereat on the declining balance of all such
assessments at a rate per annum approximately one percent (1%)
per,annum in excess of the net e£fective rate of interest on the
Bonds:
Improvement ' Collection
Desianation Amount Levy Years Years
Thomas/MacKubin
Doswell/Chelmsford
Bidwell/Congress
Margaret/Arcade
Railroad Island
$ 550,000
600,000
470,000
970,000
210,000
1998-2017 1999-2018
for all for all
TOTAL
$2,800,000
46 The special assessments shall be such that if collected
47 in full they, together with estimated collections of other
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revenues herein pledged for the payment of the Bonds, will
produce at least five percent (S%) in excess of the amount needed
to meet when due the principal and interest payments on the Bonds
in every year except the final year (2010). At the time the
assessments are in fact levied the City Council shall, based on
the then-current estimated collections of the assessments, make
any adjustments in any ad valorem taxes required to be levied in
order to assure that the City continues to be in compliance with
Minnesota Statutes, Section 475.61, Subdivision 1.
• 19. Limit on S�ecial Assessments Pledged. The City
Cour_cil hereby finds, determines and declares that the payment of
the Bonds does not require the pledge of all the special
assessments which may be levied with respect to the Improvements
identi£ied in paragraph 18, and that it is necessary, proper and
expedient to provide that payments and prepayments of special
assessments in excess of the debt service requirements of the
Honds be put to use for other purposes sooner than upon the
termination of the Debt Service Fund. Only $2,800,000 original
principal amount of the special assessments (which amount is the
"Pledged Assessments"), and interest thereon, recognized in
paragraph 18 of this Resolution (of which $560,000 are necessary
prior to their scheduled receipt in order to pay debt service on
the Bonds on April 1, 1999) are or shall be pledged to the
payment of the Bonds, and payments of, or with respect to, such
special assessments in excess of the Pledged Assessments shall be
credited instead to a special account in the Capital Fund, and
used for the purpose of paying any additional costs of the
Improvements and the costs of oCher improvements approved by the
City, as follows: (a) the first $560,000 of all prepayments of
special assessments recognized in paragraph 18 shall be credited
to the Debt Service Fund, (b) thereafter until such time as the
special assessments from time to time outstanding equal in
original principal amount the P�edged Assessments or less,
prepayments of any of the special assessments recognized in
paragraph 18 shall be treated as prepayments of the portion of
the special assessments not pledged to the Bonds and shall be
credited instead to said special account of the Capital Fund, and
used as provided above, and (c) while the special assessments
from time to time outstanding equal in original principal amount
the Pledged Assessments or more, regular installment payments
made on the Pledged Assessments only (not all of the special
assessments) shall be credited to the Debt Service Fund, and
regular installment payments on that portion, if any, of the
remaining assessments in excess of the Pledged Assessments shall
be credited to said special account oP the Capital Fund, and used
as provided above.
47 20. Tax Levv; Coveraae Test. If taxes are levied as
48 provided in the final part of paragraph 18, the tax levies shall
49 be irrepealable so long as any of the Bonds are outistanding and
50 unpaid, provided that the City reserves the right and power to
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reduce the levies in the manner and to the extent permitted by
MinnesoCa Statutes, Section 475.61, Subdivision 3.
3 To provide moneys for payment of the principal and
4 interest on the Bonds due to be paid in 2010 there is hereby
S levied upon all of the taxable property in the City a direct
6 annual ad valorem tax which shall be spread upon the tax rolls
7 and collected with and as part of other general property taxes in
8 the City for the years and in the amounts as follows:
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Year of Tax
Levy
Year of Tax
Collection
Amount
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2009
$1,112,469
The tax levies are such that if collected in full they,
together with estimated collections of special assessments and
other revenues herein pledged for the payment of the Bonds, will
produce at least five percent i5o) 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 outstanding 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.
21. General Obliaation Pledcre. For the prompt and
full payment of the principal and interest on the Bonds, as the
same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged.
If the balance in the special account relating to the Bonds in
the Debt Service Fund {as defined in paragraph 17 hereof) is ever
insufficient to pay a11 principal and interest then due on the
Bonds payable therefrom, the deficiency shall be promptly paid
out of any other funds of the City which are available for such
purpose, including the general fund of the City and the Debt
Sezvice Fund and the special accounts therein, and such other
funds may be reimbursed with or without interest from the special
account in the Debt Service Fund relating to the Bonds when a
sufficient balance is available therein.
36 22. Certificate of Reaistration. The Director, Office
37 of Financial Services, is hereby directed to file a certified
38 copy of this E2esolution with the officer of Ramsey County,
39 Minnesota, performing the functions of the county auditor (the
40 "County Auditor"), together with such other information as the
41 County Auditor shall require,_and to obtain the County Auditor's
42 certificate that the Bonds have been entered in the County
43 Auditor�s Bond Register, and that the tax levy required by law
44 has been made.
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23. 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.
24. NeQative Covenants as to Use of Proceeds and
�rovements. 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
arrangements 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.
28 25. Tax-Exempt Status of the Bonds; Rebate; Election.
29 The City shall comply with requirements necessary under the Code
30 to establish and maintain the exclusion from gross income under
31 Section 103 of the Code of the interest on the Bonds, including
32 without limitation requirements relating to temporary periods for
33 investments, limitations on amounts invested at a yield greater
34 than the yield on the Bonds, and the rebate of excess investment
35 earnings to the United States.
36 The City expects that the two-year e�enditure
37 exception to the rebate requirements may apply to the
38 construction proceeds of the Bonds.
39 If any elections are available now or hereafter with
40 respect to arbitrage or rebate matters relating to the Bonds, the
41 Mayor, Clerk, Treasurer and Director, Office of Financial
42 Services, or any of them, are hereby authorized and directed to
43 make such elections as they deem necessary, appropriate or
44 desirable in connection with the Bonds, and all such elections
45 shall be, and shall be deemed and treated as, elections of the
46 City.
szo��o.z 3 8
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26. No Desianation of Oualified Tax-
Obliaations. The Bonds, together with other ob
issued
3 by the City in 1998, exceed in amount those which may be
4 qualified as "qualified tax-exempt obligations" within the
5 meaning of Section 265(b)(3) of the Code, and hence are not
6 designated for such purpose.
7 27. Letter of Re�resentations. The Letter of
8 Representations for the Bonds is hereby confirmed to be the
9 Blanket Issuer Letter of Representations dated April 10, 1996, by
10 the City and received and accepted by The Depository Trust
11 Company. So long as The Depository Trust Company is the
12 Depository or it or its nominee is the Holder of any Global
13 Certificate, the City shall comply with the provisions of the
14 Letter of Representations, as it may be amended or supplemented
15 by the City from time to time with the agreement or consent of
16 The Depository Trust Company.
17 28. Negotiated Sale. The City has retained Springsted
18 Incorporated as an independent financial advisor, and the City
19 has heretofore determined, and hereby determines, to sell the
20 Bonds by private negotiation, all as provided by Minnesota
21 Statutes, Section 475.60, Subdivision 2(9).
22
23
24
25
26
27
28
29. Continuinc,�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
"Lindertaking") hereinafter described, to:
29 A. Provide or cause to be provided to each nationally
30 recognized municipal securities information repository
31 (°NRMSIR") and to the appropriate state information
32 depository ("SID"), if any, for the State of Minnesota, in
33 each case as designated by the Commission in accordance with
34 the Rule, certain annual financial information and operating
35 data in accordance with the Undertaking. The City reserves
36 the right to modify from time to time the terms of the
37 Undertaking as provided therein.
38 B. Provide or cause to be provided, in a timely
39 manner, to (i) eaCh NRMSIR or to the Municipal Securities
40 Rulemaking Board ("MSRB") and (ii) the SID, notice of the
41 occurrence of certain material events with respect to the
42 Bonds in accordance with the Undertaking.
43 C. Provide or cause to be provided, in a timely
44 manner, to (i) each NRMSIR or to the MSRB and (ii) the SID,
45 notice of a failure by the City to provide the annual
szo��o.z 3 9
9�-�-yy
1 financial information with respect to the City described in
2 the Undertaking.
3 The City agrees that its covenants pursuant to the Rule
4 set forth in this paragraph 29 and in the Undertaking are
5 intended to be for the benefit of the Holders of the Bonds and
6 shall be enforceable on behalf of such Holders; provided that the
7 right to enforce the provisions of these covenants shall be
8 limited to a right to obtain specific enforcement of the City's
9 obligations under the covenants.
10 The Mayor and Director, Office of Financial Services,
11 or any other officers of the City authorized to act in their
12 stead (the "Officers"), are hereby authorized and directed to
13 execute on behalf of the City the Undertaking in substantially
14 the form presented to the City Council, subject to such
15 modifications thereof or additions thereto as are (i) consistent
16 with the requirements under the Rule, (ii) required by the
17 Purchaser, and (iii) acceptable to the Officers.
�
ORIGINAL
1 30. Severabilitv. If any section,
2 provision of this resolution shall be held to
3 unenforceable for any reason, the invalidity
4 of such section, paragraph or provision shall
5 the remaining provisions of this resolution.
9�-aW4
paragraph or
be invalid or
or unenforceability
not affect any of
31. Headincrs. Headings in this resolution are
included for convenience of reference only and are not a part
hereof, and shall not limit or define the meaning of any
provision hereof.
Requested by Department of:
Adopted by Council: Date ��^� \�T o
Adoption Certified Council Secretary
By:
Approved by Mayor: D%$e 1 `�'� �`Z
I� ) �
g \/ 1 ,� � .(e �l U.L G�--
gy; T � + � !�� ""` �.
�%
!
41
q g-�.y�
EXHIBITS
Exhibit A - Proposals
�
9d� a��t
of Fnancial Services
2668837
TOTAL # OF SIGNATURE PAGES
DATE INIMTED
h20,7998 GREEN SHEET
ASSKN
NUMBER FOR
RWTING
ORDER
No 60943
����ER��� ���_
❑Z CRYATiORNEY ❑ CIIYCLERK
❑ naxan�smncESOw. ❑ r�uwos.�sEm/�c
� YAYOR1oRA495TANi)� ❑
1_ (CLIP ALL LOCAT{ONS FOR S{GNATURE)
iis resolution accepts the winning proposal and awards the bid for the $2,800,000 G.O.
reet ImptovemeM Special Assesment Bonds Series 1998D. This is a eompetitive bond sale a�d the award
going to the bidder found most advaMageos (lowest eost) to the Cily.
PLANNING COMMISSION
CIB COMMITTEE
CIVIL SERVICE CAMMISSION
IATING PROBLEM ISSUE, OPPORTUNITV (Who, Whffi, When, Where. Why)
bonds are for the W�P� �financing ce�tain street improvements wrthin the C@y, and will
:paitl by special assesments
Has this personRrtn ever worketl under a coMrad for this department?
YES NO
Has this perso�rm ever 6een a cdy employee�
YES NO
Dces this persoNfirm possess a sltill not normally possessetl by any arteM city employee�
YES NO
I5 this person/firm a targeted vendoR
YES NO
JTAGES IF APPROVED
will be available for street improvemeMs. p�„� �'? ���
qfFLT
6�AR 2 419�
NANTAGESIFAPPROVED
VANTAGESIFNOTAPPROVED � - �
needed fw certam s[ree[ improvements will not be available.
OF TRANSACTION S u.eoo.aao
SOURGE
? _ ,.. .._. . . �,
c
�AAR 2 3 i998
��ro�e� ���:��
COST/REVENUE BUDGETED (CIRCLE ONE)
AC7IVITY NUMBER
YES NO
INFORMAiION (IXPWNJ
��'�a`�`�
1 and delivered by the Bond Registrar pursuant to paragraphs 6 and
2 12 hereof; and
3 WHEREAS, "Holder" as used herein means the pers n in
4 whose name a Bond is registered on the registration book of the
5 City maintained by the registrar appointed as provided n
6 paragraph 8(the "Bond Registrar"); and
7 WHEREAS, Rule 15c2-12 of the Securities a d Exchange
8 Commission prohibits "participating underwriters" rom purchasing
9 or selling the Bonds unless the City undertakes provide
10 certain continuing disclosure with respect to t,e Bonds; and
li
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
WHEREAS, pursuant to Minnesota Sta tes, Section
475.60, Subdivision 2(9), public sale requi ements do not apply
to the Bonds if the City retains an indepe dent financial advisor
and determines to sell the Bonds by priv e negotiation, and the
City has instead authorized a competiti sale without
publication of notice thereof as a fo of private negotiation;
and
WHEREAS, proposals for t e Bonds have been solicited by
Springsted Incorporated pursuant o an Official Statement and
Terms of Proposal therein:
NOW, THEREFORE, BE� RESOLVED by the Council of the
City of Saint Paul, Minnesot , as follows:
1. Acceo
(th
Obligation Street T
1998D, of the City
accordance with the
rates of interest h
sum of $ d
hereby found, �
proposal recei
hereby awarded
Financial Serv
deposit of t�
making propo a
dated
issue
The H'
920770.2
and
the
S, o
ce a� Pro osal. The proposal of
Pu haser"1, to purchase $2,800,000 General
o ement Special Assessment Bonds, Series
"Bonds", or individually a "Bond"), in
rms of Proposal for the bond sale, at the
inafter set forth, and to pay therefor the
us interest accrued to settlement, is
ed and declared to be the most favorable
is hereby accepted, and the Bonds are
Purchaser. The Director, Office of
r his designee, is directed to retain the
Purchaser and to forthwith return to the others
ls their good faith checks or drafts.
. Title� Original Issue Date: Denominations:
i The Bonds shall be titled "General Obligation Street
nt Special Assessment Bonds, Series 1998D", shall be
ril 1, 1998, as the date of original issue and shall be
forthwith on or after such date as fully registered bonds.
ds shall be numbered from R-1 upward. Global Certificates
3
q � a4�-
1
2
3
4
5
6
7
�
9
10
11
12
13
14
shall each be in the denomination of the entire principal a ount
maturing on a single date, or, if a portion of said princi al
amount is prepaid, said principal amount less the prepa nt.
Replacement Bonds, if issued as provided in paragraph 6 shall be
in the denomination of $5,000 each or in any integral ultiple
thereof of a single maturity. The Bonds shall matur on April 1
in the years and amounts as follows:
Year
Amount
Year
1999
2000
2001
2002
2003
2004
$410,000
135,000
115,000
115,000
115,000
115,000
2005 $ 115,000
2006 115,000
2007 115,000
2008 115,000
2009 115,000
201 1,220,000
15 For purposes of Minnesota Statutes, Se tion 475.54, the serial
16 maturities of the Bonds are combined ith the serial maturities
17 of the City's $15,000.000 General 0 igation Capital Improvement
18 Bonds, Series 1998C.
19 3. Purpose. The Bond shall provide funds for the
20 construction of various street mprovements (the "Improvements")
21 in the City, and any excess f ds shall be devoted to any other
22 purpose permitted by law. T total cost of the Improvements,
23 which shall include all cos enumerated in Minnesota Statutes,
24 Section 475.65, is estimat d to be at least equal to the amount
25 of the Bonds. Work on th Improvements shall proceed with due
26 diligence to completion.
27 4. Inter
28 semiannually on Apr
29 "Interest Payment �
30 the basis of a 360-
31 respective rates p
32 as follows:
33 Maturitv Year nte
34 1999
35 2000
36 2001
37 2002
38 2003
39 2004
t. The Bonds shall bear interest payable
1 and October 1 of each year (each, an
e"), commencing April 1, 1999, calculated on
y year oE twelve 30-day months, at the
annum set forth opposite the maturity years
Maturity Year Interest Rate
0 2005
2006
2007
2008
2009
2010
0
40 5. Description of the Global Certificates and Global
41 Book- t S stem. Upon their original issuance the Bonds will
42 be i sued in the form of a single Global Certificate for each
43 mat ity, deposited with the Depository by the Purchaser and
44 im obilized as provided in paragraph 6. No beneficial owners of
o��o.z 4
q�-a
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
under the provisions of the Charter of the City, rather than the
provisions of Minnesota Statutes, Chapter 429. �
It is hereby determined that no less than twenty
percent (20%) of the cost to the City of each Improvement
financed hereunder within the meaning of Minnesota Statut s,
Section 475.58, Subdivision 1(3), shall be paid by spec' 1
assessments to be levied against every assessable lot, piece and
parcel of land benefitted by the Improvements. The ty hereby
covenants and agrees that it will let all construct'on contracts
not�heretofore let within one year after ordering ach
Improvement financed hereunder unless the resoiu on ordering the
Improvement specifies a different time limit fo the letting of
construction contracts and will do and perfor , as soon as they
may be done, all acts and things necessary f the final and
valid levy of such special assessments, an in the event that any
such assessment be at any time held inval' with respect to any
lot, piece or parcel of land due to any ror, defect, or
irregularity, in any action or proceedi gs taken or to be taken
by the City or this Council or any of he City officers or
employees, either in the making of t assessments or in the
performance of any condition preced t thereto, the City and this
Council will forthwith do all furt er acts and take all further
proceedings as may be required b law to make the assessments a
valid and binding lien upon suc property.
The special assessm nts have not heretofore been
authorized, and accordingly, for purposes of Minnesota Statutes,
Section 475.55, Subdivisio 3, the special assessments are hereby
authorized. Subject to s h adjustments as are required by
conditions in existence the time the assessments are levied,
the assessments are her y authorized and it is hereby determined
that the assessments s all be payable in equal, consecutive,
anntial installments, ith general taxes for the years shown below
and with interest o the declining balance of all such
assessments at a r e per annum approximately one percent (lo)
per annum in exce s of the net effective rate of interest on the
Bonds:
Improvement
Designation
Thomas/Mac bin
Doswell/C lmsford
Bidwell/ ngress
Margare /Arcade
Railro Island
TOTAL
Amount
$ 397,613
701,789
456,672
633,032
154,179
Levy Years
Collection
Years
$2,343,285
1998-2017
for all
1999-2018
for all
46 � The special assessments shall be such that if collected
47 i full they, together with estimated collections of other
9zo��o.z 3 5
a�•�-yy
1 revenues herein pledged for the payment of the Bonds, will
2 produce at least five percent (5%) in excess of the amount eeded
3 to meet when due the principal and interest payments on t Bonds
4 in every year except the final year (2010). At the time the
5 assessments are in fact levied the City Council shall, ased on
6 the then-current estimated collections of the assessm ts, make
7 any adjustments in any ad valorem taxes required to e levied in
8 order to assure that the City continues to be in c pliance with
9 Minnesota Statutes, Section 475.61, Subdivision 1
LO 19. Limit on S ecial Assessments P1 ed. The City
L1 Council hereby finds, determines and declares hat the payment of
12 the Bonds does not require the pledge of all the special
L3 assessments which may be levied with respe to the Improvements
14 identified in paragraph 18, and that it i necessary, proper and
LS expedient to provide that payments and p epayments of special
16 assessments in excess of the debt serv' e requirements of the
17 Bonds be put to use for other purpose sooner than upon the
18 termination of the Debt Service Fund Only $2,800,000 original
19 principal amount of the special ass ssments (which amount is the
ZO "Pledged Assessments"), and inter t thereon, recognized in
Z1 paragraph 18 of this Resolution f which $ are necessary
22 prior to their scheduled receip in order to pay debt service on
23 the Bonds on April 1, 1999) ar or shall be pledged to the
24 payment of the Bonds, and pa ents of, or with respect to, such
25 special assessments in exces of the Pledged Assessments shall be
26 credited instead to a spec' 1 account in the Capital Fund, and
27 used for the purpose of p ing any additional costs of the
28 Improvements and the cos s of other improvements approved by the
29 City, as follows: (a) e first $ of all prepayments of
30 special assessments re ognized in paragraph 18 shall be credited
31 to the Debt Service F nd, (b) thereafter until such time as the
32 special assessments rom time to time outstanding equal in
33 original principal mount the Pledged Assessments or less,
34 prepayments of any of the special assessments recognized in
35 paragraph 18 sha be treated as prepayments of the portion of
36 the special ass sments not pledged to the Bonds and shall be
37 credited inste to said special account of the Capital Fund, and
38 used as provi d above, and (c) while the special assessments
39 from time to ime outstanding equal in original principal amount
40 the Pledged ssessments or more, regular installment payments
41 made on th Pledged Assessments only (not all of the special
42 assessmen ) shall be credited to the Debt Service Fund, and
43 regular ' stallment payments on that portion, if any, of the
44 remaini assessments in excess of the Pledged Assessments shall
45 be cre ted to said special account of the Capital Fund, and used
46 as pr ided above.
47 20. Tax Levy; Coveracre Test. If taxes are levied as
48 pr ided in the final part of paragraph 18, the tax levies shall
49 b irrepealable so long as any of the Bonds are outstanding and
50 npaid, provided that the City reserves the right and power to
szo��o.z 3 6
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1 reduce the levies in the manner and to the extent permitted by
2 Minnesota Statutes, Section 475.61, Subdivision 3.
3 To provide moneys for payment of the principal an
4 interest on the Bonds due to be paid in 2010 there is hereby
5 levied upon all of the taxable property in the City a di�e
6 annual ad valorem tax which shall be spread upon the ta�"rolls
7 and collected with and as part of other general proper�y taxes in
8 the City for the years and in the amounts as follows�
9
10
EF�
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
Year of Tax
Lew
2008
Year of Tax
Collection
2009
The tax levies are such that
together with estimated collections of
other revenues herein pledged for the
produce at least five percent (5%) in
to meet when due the principal and int
Bonds. The tax levies shall be irre
the Bonds are outstanding and unpai ,
reserves the right and power to re uce
Amount
$
if cp'].lected in full they,
spe�ial assessments and
pa ent of the Bonds, will
e cess of the amount needed
rest payments on the
alable so long as any of
provided that the City
the levies in the manner
and to the extent permitted by M' nesota Statutes, Section
475.61, Subdivision 3.
21. General O
full payment of the prin
same respectively become
powers of the City shall
If the balance in the sp
the Debt Service Fund (
insufficient to pay al
Bonds payable therefr m,
out of any other
purpose, includi
Service Fund and
funds may be rei
account in the
sufficient bal n
bli a ion Pled e. For the prompt and
cipa and interest on the Bonds, as the
d, the full faith, credit and taxing
and are hereby irrevocably pledged.
cial account relating to the Bonds in
s defined in paragraph 17 hereof) is ever
principal and interest then due on the
the deficiency shall be promptly paid
fu s of the City which are available for such
g he general fund of the City and the Debt
e special accounts therein, and such other
ursed with or without interest from the special
bt Service Fund relating to the Bonds when a
e is available therein.
2. Certificate of Reaistration. The Director, Office
of Financi Services, is hereby directed to file a certified
copy of t s Resolution with the officer of Ramsey County,
Minnesot , performing the functions of the county auditor (the
"County uditor"), together with such other information as the
County uditor shall reguire, and to obtain the County Auditor's
certi
920770.2
�ate that the Bonds have been entered in the County
's Bond Register, and that the tax levy required by law
n made.
37