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90-395 0 R I G I N A L Council File # �'�� Green Sheet # RE LUT10N I OF SAIN UL, MINNESOTA � �, . `�� Presented By Referred To Committee: Date ACCEPTING BID ON SALE OF $3, 150,000 GENERAL OBLIGATION STREET IMPROVEMENT � SPECIAL ASSESSMENT BONDS, SERIES 1990B, AND PROVIDING FOR THEIR ISSUANCE WHEREAS, the actinq Director, Department of Finance and Management Services, has presented affidavits showing publication of notice of the sale of $3, 150,000 General Obligation Street Improvement Special Assessment Bonds, Series 1990B (the "Bonds") , of the City of Saint Paul, Minnesota (the "City") , for which bids were to be considered at this meeting in accordance with Resolution No. 90-116 adopted by this Council on January 23 , 1990, and approved by the Mayor on January 24, 1990; and the affidavits have been examined, have been found to comply with the provisions of Minnesota Statutes, Chapter 475, and have been approved and ordered placed on file; and WHEREAS, the bids set forth on Exhibit A attached hereto were received pursuant to the Official Terms of Offering by the acting Director, Department of Finance and Management Services, at the offices of Springsted Incorporated at 11:00 A.M. , Central Time, on March 12 , 1990; and WHEREAS, the acting Director, Department of Finance and Management Services, has advised this Council that the bid of Piper, Jaffray & Hopwood Incorporated was found to be the most advantageous and has recommended that said bid be accepted; and WHEREAS, the proceeds of the Bonds will finance certain street improvements to be specially assessed, for which the City is proceeding pursuant to its Charter and not Minnesota Statutes, Chapter 429, with any excess to be used for any other purpose permitted by law; and 672 (.�!��-�(�.� ORIGINAL 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 �'National System") registers transfers of ownership interests in the bonds by making computerized book entries on its own books and distributes payments on the bonds to its Participants shown on its books as the owners of such interests; and such Participants and other banks, brokers and dealers participating in the National System will do likewise (not as agents of the City) 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, Midwest Securities Trust Company, a limited purpose trust company organized under the laws of the State of Illinois, 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 there is before this Council a form of letter agreement (the "Depository Letter Agreement") setting forth various matters relating to the Depository and its role with respect to the Bonds; and WHEREAS, the City will deliver the Bonds in the form of one certificate per maturity, each representing the entire principal amount of the Bonds due on a particular maturity date (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 for smaller denominations unless the City determines to issue Replacement Bonds as provided below; and WHEREAS, the City will be able to replace the Depository or under certain circumstances to abandon the "global book-entry form" by permitting the Global Certificates to be exchanged for smaller denominations typical of ordinary bonds bn 2 ORIGINA � Q° ��45� L registered on the City's bond register; and "Replacement Bonds" means the certificates representing the Bonds so authenticated and delivered by the Bond Registrar pursuant to paragraphs 6 and 12 hereof; and WHEREAS, "Holder" as used herein means the person in whose name a Bond is registered on the registration books of the City maintained by the City Treasurer or a successor registrar appointed as provided in paragraph 8 (the "Bond Registrar") : NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows: 1. Acceptance of Bid. The bid of Piper, Jaffray & Hopwood Incorporated (the "Purchaser") to purchase $3, 150, 000 General Obligation Street Improvement Special Assessment Bonds, Series 1990B, of the City (the "Bonds", or individually a "Bond") , in accordance with the Official Terms of Offering for the bond sale, at the rates of interest hereinafter set forth, and to pay therefor the sum of $3,113,775, plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable bid received and is hereby accepted, and the Bonds are hereby awarded to said bidder. The acting Director, Department of Finance and Management Services, or his designee, is directed to retain the deposit of the Purchaser and to forthwith return to the unsuccessful bidders their good faith checks or drafts. 2. Title; Original Issue Date; Denominations; Maturities. The Bonds shall be titled "General Obligation Street Improvement Special Assessment Bonds, Series 1990B", shall be dated April 1, 1990, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R-1 upward. Global Certificates 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 March 1 in the years and amounts as follows: 672 3 ORlGI �lAL ��o��s' Year Amount Year Amount 1991 $350,000 2002 $130,000 1992 250,000 2003 130,000 1993 150, 000 2004 130,000 1994 150,000 2005 130, 000 1995 140,000 2006 130, 000 1996 140,000 2007 130,000 1997 140,000 2008 130,000 1998 140, 000 2009 130,000 1999 130,000 2010 130,000 2000 130,000 2011 130,000 2001 130,000 3. Purpose. The Bonds shall provide funds for the construction of various street improvements (the "Improve- ments") in the City, and any excess funds shall be devoted to any other purpose permitted by law. The total cost of the Improvements, which shall include all costs enumerated in Minnesota Statutes, Section 475. 65, is estimated to be at least equal to the amount of the Bonds. Work on the Improvements shall proceed with due diligence to completion. 4. Interest. The Bonds shall bear interest payable semiannually on March 1 and September 1 of each year (each, an "Interest Payment Date") , commencing September 1, 1990, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Year Interest Rate Maturity Year Interest Rate 1991 5.90$ 2002 6.70� 1992 6. 00 2003 6.75 1993 6. 10 2004 6.80 1994 6.15 2005 6.90 1995 6.20 2006 7.00 1996 6.30 2007 7.00 1997 6.40 2008 7.00 1998 6.50 2009 7.00 1999 6.55 2010 7.00 2000 6.60 2011 7.00 2001 6.65 5. Description of the Global Certificates and Global Book-Entry System. Upon their original issuance the Bonds will be issued in the form of a single Global Certificate for each maturity, deposited with the Depository by the Purchaser and immobilized as provided in paragraph 6. No beneficial owners of 6T2 4 ORIGINAL �`=��-�9�� 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. Payment of principal of, premium, if any, and interest on a Global Certificate may in the City's discretion be made by such other method of transferring funds as may be requested by the Holder of a Global Certificate. 6. Immobilization of Global Certificates by the Depository; Successor Depository; Replacement Bonds. Pursuant to the request of the Purchaser to the Depository, which request is required by the Official Terms of Offering, immediately upon the original delivery of the Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with the Depository. The Global Certificates shall be in typewritten form or otherwise as acceptable to the Depository, shall be registered in the name of the Depository or its nominee and shall be held immobilized from circulation at the offices of the Depository on behalf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the sole holder of record of the Global Certificates and no investor or other party purchasing, selling or otherwise transferring ownership of interests in any Bond is to receive, hold or deliver any bond certificates so long as the Depository holds the Global Certificates immobilized from circulation, except as provided below in this paragraph and in paragraph 12. Certificates evidencing the Bonds may not after their originai delivery be transferred or exchanged except: (i) Upon registration of transfer of ownership of a Global Certificate, as provided in paragraph 12, 672 5 ORiGiNAL �� 9�' (ii) To any successor of the Depository (or its nominee) or any substitute depository (a "substitute depository") designated pursuant to clause (iii) of this subparagraph, provided that any successor of the Depository or any substitute depository must be both a "clearing corporation" as defined in the Minnesota Uniform Commercial Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended, (iii) To a substitute depository designated by and acceptable to the City upon (a) the determination by the Depository that the Bonds shall no longer be eligible for its depository services or (b) a determination by the City that the Depository is no longer able to carry out its functions, provided that any substitute depository must be qualified to act as such, as provided in clause (ii) of this subparagraph, or (iv) To those persons to whom transfer is requested in written transfer instructions in the event that: (a) the Depository shall resign or discontinue � its services for the Bonds and the City is unable to locate a substitute depository within two (2) months following the resignation or deternaination of non- eligibility, or (b) upon a determination by the City in its sole discretion that (1) the continuation of the book-entry system described herein, which precludes the issuance of certificates (other than Global Certificates) to any Holder other than the Depository (or its nominee) , might adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated bonds, in either of which events the City shall notify Holders of its determination and of the availability of certificates (the "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 672 6 �� ORIGINAL successor depository shall be treated as the Depository for all purposes and functions under this resolution. The Depository Letter Agreement shall not apply to a substitute or successor depository unless the City and the substitute or successor depository so agree, and a similar agreement may be entered into. 7. Redemption. All Bonds maturing in the years 1997 to 2011, both inclusive, shall be subject to redemption and prepayment at the option of the City on March l, 1996, and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid which have the latest maturity date shall be prepaid first; and if only part of the Bonds having a common maturity date are called for prepayment, the Global Certificates may be prepaid in $5,000 increments of principal and, if applicable, the specific Replacement Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Upon a reduction in the aggregate principal amount of � Global Certificate, the Holder may make a notation of such redemption on the panel provided on the Global Certificate stating the amount so redeemed, or may return the Global Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for reference only, and may not be relied upon by any other person as being in any way determinative of the principal amount of such Global Certificate outstanding, unless the Bond Registrar has signed the appropriate column of the panel. To effect a partial redemption of Replacement Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Replacement Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of such Replacement Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to such Replacement Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Replacement Bonds to be redeemed. The Replacement Bonds to be redeemed shall be the Replacement Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each such Replacement Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. 672 7 (��o-�ys� ORIGINAL If a Replacement Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the City or Bond Registrar so requires, a written instrument of transfer in form satisfaCtory to the City and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Replacement Bond, without service charge, a new Replacement Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. The Bond Registrar shall call Bonds for redemption and payment as herein provided upon receipt by the Bond Registrar at least forty-five (45) days prior to the redemption date of a request of the City, in written form if the Bond Registrar is other than a City officer. Such request shall specify 'the principal amount of Bonds to be called for redemption and the redemption date. Mailed notice of redemption shall be given to the paying agent (if other than a City officer) and to each affected Holder. If and when the City shall call any of the Bonds for redemption and payment prior to the stated maturity thereof, the Bond Registrar shall give written notice in the name of the City of its intention to redeem and pay such Bonds at the office of the Bond Registrar. Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than thirty (30) days prior to the redemption date, to each Holder of Bonds to be redeemed, at the address appearing in the Bond Register. All notices of redemption shall state: (a) The redemption date; (b) The redemption price; (c) If less than all outstandinq Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed; (d) That on the redemption date, the redemption price will become due and payable upon each such Bond, and that interest thereon shall cease to accrue from and after said date; and 672 8 ORIGINAL �y�-�95�' (e) The place where such Bonds are to be surrendered for payment of the redemption price (which shall be the office of the Bond Registrar) . Notices to Midwest Securities Trust Company or its nominee shall contain the CUSIP numbers of the Bonds. If there are any Holders of the Bonds other than the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such notice to the Depository on the business day next preceding the date of mailing of such notice to all other Holders. 8. Bond Registrar. The Treasurer of the City is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar") , and shall do so unless and until a successor Bond Registrar is duly appointed. A successor Bond Registrar shall be an officer of the City or a bank or trust company eligible for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may be appointed pursuant to any contract the City and such successor Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interes� 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 Depository Letter Agreement and approved by the City Attorney. A. Global Certificates. The Global Certificates, together with the Certificate of Registration, the Register of Partial Payments, the form of Assignment and the registration information thereon, shall be in substantially the following form and may be typewritten rather than printed: 672 9 O � iGl �1A � ��' UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- $ GENERAL OBLIGATION STREET IMPROVEMENT SPECIAL ASSESSMENT BOND, SERIES 1990B INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP March 1, April 1, 1990 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City") , certifies that it is indebted and for value received promises to pay to the registered owner specified above or on the certificate of registration below, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on March 1 and September 1 of each year (each, an "Interest Payment Date") , commencing September 1, 1990, 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 by check or draft in next day funds or its equivalent (or by wire transfer in immediately available funds if payment in such form is necessary to meet the timing requirements below) upon presentation and surrender hereof at the principal office of the Treasurer of the Issuer in Saint Paul, Minnesota (the "Bond Registrar") , acting as paying agent, or any successor paying agent duly appointed by the Issuer; provided, however, that upon a partial redemption of this Bond which results in the stated amount hereof being reduced, the Holder may in its discretion be 672 10 ORfGf "� A � �� paid without presentation of this Bond, which payment shall be received no later than 12:00 noon, Chicago, Illinois, time, and may make a notation on the panel provided herein of such redemption, stating the amount so redeemed, or may return the Bond to the Bond Registrar in exchange for a new Bond in the proper principal amount. Such notation, if made by the Holder, shall be for reference only, and may not be relied upon by any other person as being in any way determinative of the principal amount of this Bond outstanding, unless the Bond Registrar has signed the appropriate column of the panel. Interest on this Bond will be paid on each Interest Payment Date by check or draft in next day funds or its equivalent mailed (or by wire transfer in immediately available funds if payment in such form is necessary to meet the timing requirements below) 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 calendar day preceding such Interest Payment Date (the "Regular Record Date") . Interest payments shall be received by the Holder no later than 12:00 noon, Chicago, Illinois, time; and principal and premium payments shall be received by the Holder no later than 12:00 noon, Chicago, Illinois, 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 Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. Date of Payment Not Business Day. 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 Chicago, Illinois, 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 in the years 1997 to 2011, both inclusive, are subject 672 11 O � iGl � AL ��`��c�`'� to redemption and prepayment at the option of the Issuer on March 1, 1996, and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid which have the latest maturity date shall be prepaid first; and if only part of the Bonds having a common maturity date are called for prepayment, this Bond may be prepaid in $5,000 increments of principal. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of Redemption. Mailed notice of redemption shall be given to the paying agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds are called for redemption, written notice thereof will be given by first class mail mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In connection with any such notice, the "CUSIP" numbers assigned to the Bonds shall be used. Replacement or Notation of Bonds after Partial Redemption. Upon a partial redemption of this Bond which results in the stated amount hereof being reduced, the Holder may in its discretion make a notation on the panel provided herein of such redemption, stating the amount so redeemed. Such notation, if made by the Holder, shall be for reference only, and may not be relied upon by any other person as being in any way determinative of the principal amount of the Bond outstanding, unless the Bond Registrar has signed the appropriate column of the panel. Otherwise, the Holder may surrender this Bond to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond of the same series having the same stated maturity and interest rate and of the authorized denomination in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance: Purpose; General Obligation. This Bond is one of an issue in the total principal amount of $3, 150, 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 672 12 ORIGII� A � �`=�°�� Charter of the Issuer, and pursuant to a resolution adopted by the City Council of the Issuer on March 13, 1990 (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; Exchanqe; Resolution. The Bonds are issuable originally only as Global Certificates in the denomination of the entire principal amount of the issue maturing on a single date, or, if a portion of said principal 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, if made available as provided below, are issuable solely as fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event that: (a) the Depository shall resign or discontinue its services for the Bonds, and only if the Issuer is unable to locate a substitute depository within two (2) months following the resignation or determination of non- eligibility, or (b) upon a determination by the Issuer in its sole discretion that (1) the continuation of the book-entry system described in the Resolution, which precludes the issuance of certificates (other than Global Certificates) to any Holder other than the Depository (or its nominee) , might adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best interest of the 672 13 O � IGINAL ��"�� beneficial owners of the Bonds that they be able to obtain certificated bonds. Transfer. This Bond shall be registered in the name of the payee on the books of the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his, her or its name and note the date of registration opposite the name of the payee in the 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 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. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owner. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Not Oualified Tax-Exempt Obligations. The Bonds have not been designated by the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b) (3) of the federal Internal Revenue Code of 1986, as amended. 672 14 = � ��a .�� a � � � l � A �� IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and 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. IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City Council has caused this Bond to be sealed with its official seal and to be executed on its behalf by the photocopied facsimile signature of its Mayor, attested by the photocopied facsimile signature of its Clerk, and countersigned by the photocopied facsimile signature of its acting Director, Department of Finance and Management Services. 672 15 � l ��.� O � i � I � AL Date of Registration: Registrable by: Payable at: BOND REGISTRAR'S CITY OF SAINT PAUL, CERTIFICATE OF RAMSEY COUNTY, MINNESOTA AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned Mayor within. Attest: City Clerk Bond Registrar � By Countersigned: Authorized Signature Acting Director, Department of Finance and Management Services (SEAL) General Obligation Street Improvement Special Assessment Bond, Series 1990B, No. R- 672 16 � �� IGI � AL �� CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amount of the attached Bond may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF SIGNATURE OF REGISTRATION REGISTERED OWNER BOND REGISTRAR 672 17 � � IGiNA �_ ��-y�� _ 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 Registrar 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. 672 18 ,.... ,� , � �--�o-�.� IJI � tt: . i ``� 1-l � ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform Transfers (State) to Minors Act Additional abbreviations may also be used though not in the above list. 672 19 C� `� � INA � ��.�� n i `� � ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account. ) 672 20 ,,., �=�-�� , � � lNAL B. Replacement 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 reflect 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: 672 21 0 R I G ! �� A �. ��°'�� UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- $ GENERAL OBLIGATION STREET IMPROVEMENT SPECIAL ASSESSMENT BOND, SERIES 1990B INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP April 1, 1990 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City") , certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on March 1 and September 1 of each year (each, an "Interest Payment Date") , commencing September 1, 1990, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of , in , (the "Bond Registrar") , acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth calendar day preceding such Interest Payment Date (the "Regular Record Date") . Any interest 672 22 ORIGINAL �� not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and 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. IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be executed on its behalf by the original or facsimile signature of its Mayor, attested by the original or facsimile signature of its Clerk, and countersigned by the original or facsimile signature of its Director, Department of Finance and Management Services. 672 23 ORIGI � � L ��4�� Date of Registration: Registrable by: Payable at: BOND REGISTRAR'S CITY OF SAINT PAUL, CERTIFICATE OF RAMSEY COUNTY, MINNESOTA AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned Mayor within. Attest: , City Clerk Bond Registrar By Countersigned: Authorized Signature Director, Department of Finance and Management Services (SEAL) 672 24 ORIGINAL ��°"�� ON REVERSE OF BOND Date of Payment Not Business Day. 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 Chicago, Illinois, 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. Al1 Bonds of this issue (the "Bonds") maturing in the years 1997 to 2011, both inclusive, are subject to redemption and prepayment at the option of the Issuer on March 1, 1996, and on any day thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid which have the latest maturity date shall be prepaid first; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Notice of Redemption. Mailed notice of redemption shall be given to the paying agent (if other than a City officer) and to each affected Holder of the Bonds. In the event any of the Bonds are called for redemption, written notice thereof will be given by first class mail mailed not less than thirty (30) days prior to the redemption date to each Holder of Bonds to be redeemed. In connection with any such notice, the "CUSIP" numbers assigned to the Bonds shall be used. Selection of Bonds for Redemption. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a common maturity date a distinctive number for each $5, 000 of the principal amount of such Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; 672 25 ORIGINAL ��°�� provided, however, that only so much of the principal amount of such Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5, 000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or his, her or its attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge, a new Bond or Bonds of the same series having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance; Purpose; General Obliqation. This Bond is one of an issue in the total principal amount of $3, 150, 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 Issuer on March 13, 1990 (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; Exchanae; Resolution. The Bonds 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. 672 26 ORIGINAL �� Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation) , of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Whenever ownership of this Bond should be transferred under any other circwnstances or be registered in nominee name only, the registered owner of the Bond shall, if and to the extent 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, and at the direction and expense of the Issuer, maintain for the Issuer a record of the actual owner of the Bonds. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owner. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Not Qualified Tax-Exempt Obligations. The Bonds have not been designated by the Issuer as "qualified tax-exempt obligations" for purposes of Section 265(b) (3) of the federal Internal Revenue Code of 1986, as amended. 672 27 ORIGII� AL �=�o �� ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform Transfers (State) to Minors Act Additional abbreviations may also be used though not in the above list. 672 28 ORIGI ��Q°�� NAL ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated• Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account. ) 672 29 ORIGINA ��`��s� L 10. Execution. The Bonds shall be executed on behalf of the City by the signatures of its Mayor, Clerk and acting Director, Department of Finance and Management 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, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. 11. Authentication; Date of Registration. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on such Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated. For purposes of delivering the original Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the date of original issue, which date is April 1, 1990. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 12. Registration; Transfer; Exchange. 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 672 30 ORIGII�� AL ��°-�`�� 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 and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until a Global Certificate is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted thereon by the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the City contained in any agreement with, or notice to, the Bond Registrar. Transfer of a Global Certificate may, at the direction and expense of the City, be subject to other restrictions if required to qualify the Global Certificates as being "in registered form" within the meaning of Section 149 (a) of the federal Internal Revenue Code of 1986, as amended. If a Global Certificate is to be exchanged for one or more Replacement Bonds, all of the principal amount of the Global Certificate shall be so exchanged. Upon surrender for transfer of any Replacement Bond at the principal office of the Bond Registrar, the City shall execute (if necessary) , and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 11) of, and deliver, in the name of the designated transferee or transferees, one or more new Replacement Bonds of any authorized denomination or denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no bond may be registered in blank or in the name of "bearer" or similar designation. Whenever ownership of any Replacement Bonds should be transferred without surrender of the Replacement Bond for transfer or should be registered in nominee name only, the registered owner of the Replacement Bond shall, if and to the extent required to preserve the exclusion from gross income of the interest on the Bonds and at the direction and expense of the City, maintain for the City a record of the actual owner of the Replacement Bond. At the option of the Holder of a Replacement Bond, Replacement Bonds may be exchanged for Replacement Bonds of any authorized denomination or denominations of a like aggregate 672 31 ORIGII�AL �r�� principal amount and stated maturity, upon surrender of the Replacement Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are so surrendered for exchange, the City shall execute (if necessary) , and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Replacement Bonds which the Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for Global Certificates of smaller denominations. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City. Al1 Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regula- tions of the City contained in any agreement with, or notice to, the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. 13. Riqhts Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 14. Interest Payment; Record Date. Interest 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 672 32 ORIGINAL �`�� Registrar, and in each case at the address appearing thereon at the close of business on the fifteenth (15th) calendar day 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. 15. Holders; Treatment of Registered Owner; Consent of Holders. (A) For the purposes of all actions, consents and other matters affecting Holders of the Bonds, other than payments, redemptions, and purchases, the City may (but shall not be obligated to) treat as the Holder of a Bond the beneficial owner of the Bond instead of the person in whose name the Bond is registered. For that purpose, the City may ascertain the identity of the beneficial owner of the Bond by such means as the Bond Registrar in its sole discretion deems appropriate, including but not limited to a certificate from the person in whose name the Bond is registered identifying such beneficial owner. (B) The City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. (C) Any consent, request, direction, approval, objection or other instrument to be signed and executed by the Holders may be in any number of concurrent writings of similar tenor and must be signed or executed by such Holders in person or by agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Resolution and shall be conclusive in favor of the City with regard to any action taken by it under such request or other instrument, namely: 672 33 � � � � � � �lA �... �� °�� (1) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by an affidavit of any witness to such execution. (2) Subject to the provisions of subparagraph (A) above, the fact of the ownership by any person of Bonds and the amounts and numbers of such Bonds, and the date of the holding of the same, may be proved by reference to the bond register. 16. D�liverv: Application of Proceeds. The Global Certificates when so prepared and executed shall be delivered by the acting Director, Department of Finance and Management Services, to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 17. Funds. There is hereby created a special fund to be designated the "1990 Capital Projects Fund" (numbered C-90, 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) Capital 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 $3, 102,750 and less capitalized interest in the amount of $138,500 (together with interest earnings thereon and subject to such other adjustments as are appropriate to provide sufficient funds to pay interest due or accruing on the Bonds through November 15, 1990) . From the Capital Fund there shall be paid all costs and expenses of making the Improvements listed in paragraph 18, 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; 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 672 34 C� RIGI �lAL ��.� 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. (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 $3, 102,750; (d) capitalized interest in the amount of $138,500 (together with interest earnings thereon and subject to such other adjustments as are appropriate to provide sufficient funds to pay interest due or accruing on the Bonds through November 15, 1990) ; (e) any collections of all taxes 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; (f) all funds remaining in the Capital Fund after completion of the Improvements and payment of the costs thereof, not so transferred to the account of another improvement or used to pay the costs of any other purpose permitted by law; and (g) all 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 special' account in the Debt Service Fund relating to the City�s $2,000,000 General Obligation Street Improvement Special Assessment Bonds, Series 1989B (the "1989B special account") , and the Bonds are hereby made payable from the 1989B special account for this purpose. Amounts drawn from the 1989B special account may be repaid with or without interest 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 shall 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 672 35 ORIGINA ��°�� L 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 $100,000. 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 restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. In addition, the proceeds of the Bonds and money in 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 Bonds 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; Coverage Test. The City Council has heretofore determined, and does hereby determine, to proceed with the Improvements and special assessments with respect thereto 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 Statutes, Section 475.58, Subdivision 1(3) , shall be paid by special assessments to be levied against every assessable lot, piece and parcel of land benefited by the Improvements. The City hereby covenants and agrees that it will let all construction contracts not heretofore let within one year after ordering each Improvement financed hereunder unless the resolution ordering the Improvement specifies a different time limit for the letting of construction contracts and will do and perform, as soon as they may be done, all acts and things necessary for the final and valid levy of such special assessments, and in the event that any such assessment be at any time held invalid with respect to any lot, piece or parcel of land due to any error, defect, or 672 36 � /� ��"�9-�� RIGlI�� irregularity, in any action or proceedings taken or to be taken by the City or this Council or any of the City officers or employees, either in the making of the assessments or in the performance of any condition precedent thereto, the City and this Council will forthwith do all further acts and take all further proceedings as may be required by law to make the assessments a valid and binding lien upon such property. 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 interest on the declining balance of all such assessments at a rate per annum approximately one percent (l�) per annum in excess of the net effective rate of interest on the Bonds: Improvement Collection Designation Amount Levy Years Years Jessamine/Frank $ 350,000 1990-2009 1991-2010 Portland/Aldine 420,000 for all for all Seventh/Otto 790, 000 Woodbridge/Front 570,000 Concord/Congress 65, 000 Hazelwood/Magnolia 170, 000 Fairview/Montreal 330, 000 Arlington/Western 215, 000 Kennard/Beech 240,000 TOTAL $3, 150,000 The special assessments shall be such that if collected in full they, together with estimated collections of other revenues herein pledged for the payment of the Bonds, will produce at least five percent (5�) in excess of the amount needed to meet when due the principal and interest payments on the Bonds. 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. 672 37 ��a �9s, � � IGINaI.t 19. Limit on Special Assessments Pledged. The City Council 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 identified in paragraph 18, and that it is necessary, proper and e�cpedient to provide that payments and prepayments of special assessments in excess of the debt service requirements of the Bonds be put to use for other purposes sooner than upon the termination of the Debt Service Fund. Only $3,150,000 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 $475,000 are necessary prior to their scheduled receipt in order to pay debt service on the Bonds on March 1, 1991, September 1, 1991, and March 1, 1992) 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 other improvements approved by the City, as follows: (a) the first $475,000 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 Pledged 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 of the Capital Fund, and used as provided above. 20. Tax Levy. If taxes are levied as provided in the final part of paragraph 18, 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. 6T2 38 ORIGIN � � � ��3 21. General Obligation Pledge. 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 all principal and interest then due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, including the general fund of the City and the special account in the Debt Service Fund relating to the City's $2,000,000 General Obligation Street Improvement Special Assessment Bonds, Series 1989B, 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. 22 . Certificate of Registration. The acting Director, Department of Finance and Management Services, is hereby directed to file a certified copy of this Resolution with the County Auditor of Ramsey County, Minnesota, together with such other information as the County Auditor shall require, and to obtain the County Auditor's certificate that the Bonds have been entered in the County Auditor's Bond Register. 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. Negative Covenants as to Use of Proceeds and Improvements. The City hereby covenants not to use the proceeds of the Bonds or to use the Improvements, or to cause or permit them to be used, or to enter into any deferred payment 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 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. 672 39 � RI � � ��A �. � ��-�� 25. Tax-Exempt Status of the Bonds; Rebate: Election. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield qreater than the yield on the Bonds, and the rebate of excess investment earnings to the United States. The City does not expect the two-year expenditure exception to the rebate requirements to apply to the Bonds. The City hereby declines to make, and does not make, elections (1) as to the application of Section 148(f) (4) (B) (iv) (V) of the Code and the penalty it provides in lieu of rebate or (2) to treat portions of the Bonds separately. If any other elections are available now or hereafter with respect to arbitrage or rebate matters relating to the Bonds, the Mayor, Clerk, Treasurer and Director, Department of Finance and Management Services, or any of them, are hereby authorized and directed to make such elections as they deem necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be, and shall be deemed and treated as, elections of the City. 26. No Desiqnation of Oualified Tax-Exempt Obligations. The Bonds, together with other obligations issued by the City in 1990, exceed in amount those which may be qualified as "qualified tax-exempt obligations" within the meaning of Section 265(b) (3) of the Code, and hence are not designated for such purpose. 27. Depository Letter Agreement. The Depository Letter Agreement is hereby approved, and shall be executed on behalf of the City by the Mayor, Treasurer and acting Director, Department of Finance and Management Services, in substantially the form approved, with such changes, modifications, additions and deletions as shall be necessary and appropriate and approved by the City Attorney. Execution by such officers of the Depository Letter Agreement shall be conclusive evidence as to the necessity and propriety of changes and their approval by the City Attorney. So long as Midwest Securities Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the City shall comply with the provisions of the Depository Letter Agreement, as it may be amended or supplemented by the City from time to time with the agreement or consent of Midwest Securities Trust Company. 672 40 ` � ` - Q�--_!�—�9� L ..— 0 � ► �` II� �L 28. Confirmation of Changed Terms. To the extent that the terms of the Bonds differ from those approved in the resolution adopted January 23, 1990, calling the sale of the Bonds, said terms are hereby ratified, eonfirmed and approved. 29. Severabilitv. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of • the remaining provisions of this resolution. 30. Headincts. 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. �� Navs Absent Requested by Department of: zn►on �_ ' �nw � �— Finan and M ent Services cca e '�— e tm � ane �— sson � B ' �� Adopted by Council: Date MAR � 3 1990 Fo� Appr ed by Cit A rney Adoption ertified by Council Secretary By: / BY' Approve y Mayor for Submission to Appro� by yor: Date MAR �. 4 1990 41 Council � � � B � �1 By: ��,��,G�� y: ..G�� PUBtiSNEO ��+R 2 4 i99Q \ � _�_ _-_ -� . �. - . _' �J 1 /..�--_ ��/ �; �� NOTE: �MP�ETA A��B�E�N THE PU CHAS NG OFF CE(PHONE NO. '298-4225�'ONAL MANUAL ROUTING ORDER: geiow are preferred routings for the flve most frequent types of documents: CONTRACTS (assumes authorized COUNCiL RESOLUTION (��i:Gda�) bud�t exists) 1. Outside Agency 1. Department Director 2. Initiating Department 2. Budget Director 3. Ciry Attorney 3. City Attomey 4. Mayor/Assistant 4. Mayor 5, City Council 5. Finance&Mgmt Svcs. Director g, Chief Accountant, Fin&Mgmt Svcs• g. Finance Accounti�g ADMINISTRATIVE ORDER (Budget COUNCIL RESOLUTION (all others) R��o�� and ORDINANCE 1. Initiating DepeRment Director 1, Activity Manager p, Ciry Attorney 2. Departmer�t�untant g. MayorlAssistant 3, DepartmeM Director 4, pity Council 4. Budget Director 5. Ciry Clerk • g, Chief Accountant, Fin &Mgmt Svcs. ADMINISTRATIVE ORDERS (all others) 1. Initiating Department ' 2. City Attorney 3. MayorlAssistant 4, Gty Clerk TOTAL NUMBER OF SIGNATURE PAQES ercli i uired and Indicate the#of pa9es on which signatures are req p� , each of these pSges. ; —— i ACTION REGIUESTED � Describe what the proJectlrequest seeks to accomplish iro riate for he I�i. cal order or order of importance�whkhever is most app p issue. Do not write complete sentences. Begin each kem in your list with a verb. RECOMMENDATIONS Complete if the issue in question has been presented before any bodY, public or private. SUPPORTS WHICH COUNCIL OBJECTIVE? rts b listin Indicate which Councfl objective(s)your projecUrequest suppo Y 9 gUpGET,SE(WER�SEP1ARATION)SEE COMPLETE LS�N NSTRUCTIONA MA UAL�NT, COUNCIL COMMITTEEIRESEARCH REPORT-OPTIONAL AS REQUESTED BY COUNCIL INITIATING PROBLEM, ISSUE,OPPORTUNITY Explain the situation or conditions that created a need br your project or request. ADVANTAf�ES IF APPROVED Indfcate whether this is simply an annual budget procedure required by Iaw! and�its c tizenshwflitbe efit from this pro�icUactioinh the City of Saint Paul DISADVANTAOES IF APPROVED hisaprojec Itreqeuest Producejifrit sapassed(e•g.,'traff'c de aYs noieS e$might tax increases or assessments)?To Whom?When? For how long? DISADVANTAGES IF NOT APPROVED What will be the negative consequences if the promised action is not �ppro�red? Inabiliry to deliver service?Continued high traffic, noise, accident rate? Loss of revenue? FINANCIAL IMPACT ARhough you must tailor the information you provide here to the issue you are addressing, in general you must answer two questions: How much is it going to coet?N1ho is going to pay? � SPRING T � � � �� S ED PUBLIC FINANCE ADVISORS 85 East Seventh Place, Suite 100 Saint Paul, MN 55101-2143 (612)223-3000 Fax: 612-223-3002 53,150,000 CITY OF SAINT PAUL, MINNESOTA GENERAL OBUGATION STREET IMPROVEMENT SPECIAL ASSESSMENT BONDS, SERIES 1990B AWARD: PIPER, JAFFRAY� HOPWOOD INCORPORATED DAIN BOSWORTH INCORPORATED FBS INVESTMENT SERVICES, INC. NORWEST INVESTMENT SERVICES, INCORPORATED -And Associates- SALE: March 12, 1990 Moody's Rating: Aa Standard & Poor's Rating: AA+ Interest Net Irrterest Bidder Ratea Price Cost& Rate PIPER, JAFFRAY� HOPW�OD INCORPORATED 5.9096 1991 $3,113,775.00 $2,110,498.33 DAIN BOSWORTH INCORPORATED 6.00% 1992 (6.8908%) FBS INVESTMENT SERVICES, INC. 6.1096 1993 NORWEST INVESTMENT SERVICES, 6.1596 1994 INCORPORATED 6.2096 1995 � Allison-�Iliams Company 6.30% 1996 American National Bank Saint Paul 6.40% 1997 Miller, Johnson & Kuehn, Inc. 6.5096 1998 Miller & Schroeder Financial, Incorporated 6.55% 1999 Cronin & Company, Incorporated 6.6096 2000 Juran & Moody, Incorporated 6.65% 2001 John G. Kinnard � Company Incorporated 6.7096 2002 Marquette Bank Minneapolis, N.A. 6.7596 2003 M. H. Novick 8 Company, Incorporated 6.8096 2004 Park Investment Corporation 6.9096 2005 7.0096 2006-2011 Indiana Office: Kansas Office: Wisconsin Office: �C011tIf1U@d� 135 North Pennsylvania Street 6800 College Boulevard 500 Elm Grove Road Suite 2015 Suite 600 Suite 101 Ind�anapolis. IN 46204-2498 Overland Park, KS'66211-1533 Elm Grove, WI 53122•0037 (317)684-6000 (913)345-8062 (414) 782•8222 Fax: 317-684-6004 Fax: (913)345-1770 Fax: 414-782-2904 � Interest Net Interest Bidder Rates Price Cost& Rate SHEARSON LEHMAN HUTTON� INC. � 5.95% 1991 $3,103,924.52 $2,125,093.81 DEAN WIITER REYNOLDS INCORPORATED 6.00% 1992 (6.9385%) PaineWebber Incorporated 6.0596 1993 Gruntal & Co., Incorporated - 6.1096 1994 6.2096 1995 6.3096 1996 6.4096 1997 6.5096 1998 6.6096 1999 6.7096 2000-2001 6.7596 2002 6.8096 2003 6.8596 2004 6.9096 2005 7.0096 2006-2011 THE NORTHERN TRUST COMPANY 5.9096 1991 $3,102,940.00 $2,146,713.75 GLICKENHAUS & COMPANY 6.0096 1992 (7.009196) SMITH BARNEY, HARRIS UPHAM � COMPANY 6.1096 1993 Bank One�Texas, N.A. 62096 1994 Prescott, Bail �Turben 6.3096 1995 Tucker, Anthony � R.L. Day 6.40% 1996 George K. Baum � Company 6.50% 1997 Boettcher & Company, Inc. 6.6096 1998 A.G. Edwards 8�Sons, Incorporated 6.7096 1999 Isaak Bond investments, Inc. 6.8096 2000 Lovett Underwood Neuhaus 8�Webb, Inc. 6.9096 2001 6.9596 2002 7.00% 2003-2011 MERRILL LYNCH CAPITAL MARKETS 6.2596 1991-1994 $3,102,929.20 $2,149,220.80 Prudential-Bache Capita! Funding 6.3096 1995 (7.017291�6) Miller &Schroeder Financial, Incorporated 6.4096 1996 Printon, Kane 8� Co. 6.50% 1997 6.6096 1998 6.70% 1999 6.8096 2000 6.90% 2001-2002 7.0096 2003-2011 These Bonds ar� being reoffered at par. BBI: 7.25 Average Maturity: 9.72 Years