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Optional Redemption. All Bonds of this issue (the "Bonds")maturing on March 1, 2022, <br /> and thereafter, shall be subject to redemption and prepayment at the option of the Issuer on <br /> March 1, 2021, and on any date thereafter at a price of par plus accrued interest. Redemption <br /> may be in whole or in part of the Bonds subject to prepayment. If redemption is in part,the <br /> maturity and the principal amounts within each maturity to be redeemed shall be determined by <br /> the Issuer and if only part of the Bonds having a common maturity date are called for <br /> prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. <br /> Bonds or portions thereof called for redemption shall be due and payable on the redemption date, <br /> and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of <br /> redemption shall be given to the paying agent and to each affected Holder of the Bonds at least <br /> thirty days prior to the date fixed for redemption. <br /> Extraordinary Redemption. All Bonds are subject to redemption and prepayment at the <br /> option of the City on January 1, 2013 in the event that a Litigation Dismissal has not occurred at <br /> a price of par plus accrued interest. Litigation Dismissal means action by a court of competent <br /> jurisdiction dismissing with prejudice the civil action entitled Responsible Governance for <br /> Roseville v. City of Roseville, Ramsey District Court File No. 62-CV-11-9250,provided that the <br /> time for an appeal of such dismissal has expired or the plaintiff has agreed not to appeal the <br /> dismissal or such order is no longer appealable. Mailed notice of redemption shall be given to <br /> the paying agent and to each affected Holder of the Bonds at least thirty days prior to the date <br /> fixed for redemption. <br /> Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption <br /> of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a <br /> common maturity date a distinctive number for each $5,000 of the principal amount of such <br /> Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall <br /> deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at <br /> $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The <br /> Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, <br /> however, that only so much of the principal amount of the Bond of a denomination of more than <br /> $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If <br /> a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar(with, if the <br /> Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the <br /> Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly <br /> authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall <br /> authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds <br /> of the same stated maturity and interest rate and of any Authorized Denomination or <br /> Denominations, as requested by the Holder, in aggregate principal amount equal to and in <br /> exchange for the unredeemed portion of the principal of the Bond so surrendered. <br /> Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal <br /> amount of$10,000,000, all of like date of original issue and tenor, except as to number, maturity, <br /> interest rate, denomination and redemption privilege, issued pursuant to and in full conformity <br /> with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by <br /> the City Council on December 12, 2011 (the "Resolution"), for the purpose of providing money <br /> to finance public safety facilities and park system improvements within the jurisdiction of the <br /> Issuer. This Bond is payable out of the General Obligation Bonds, Series 2011A Fund of the <br /> 9 <br /> 4359970v1 <br />