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90-396 0 � i G I f�� . Council File # �-� Green Sbeet # RESOLUTION CITY OF�SAI AUL, MINNESOTA ,�,. Preaented By Referred To Coamafttee: Date ACCEPTING BID ON SALE OF $5,545,000 WATER REVENUE � BONDS, SERIES 1990C, AND PROVIDING FOR THEIR ISSUANCE WHEREAS, the acting Director, Department of Finance and Management Services, has presented affidavits showing publication of notice of the sale of $5 ,545,000 Water Revenue Bonds, Series 1990C (the "Bonds " or "1990 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. 90-115 adopted by this Council on January 23, 1990 (the "Resolut5_on Calling the Sale" ) , 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 5tatutes , 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 Shearson Lehman Hutton Inc . was found to be the most advantageous and has recomrnended that said bid be accepted; and 0 � 4 � � � AL ��°��4 WHEREAS, the proceeds of the Bonds will finance various improvements to the City' s municipal water utility (the "Water Utility" ) , which has since its acquisition in 1885 been under the jurisdiction of the Board of Water Commissioners (the "Board" ) ; and WHEREAS, the Board and this Council deem it necessary and expedient to improve the Water Utility by replacing conduits and mains and installing new mains, under- taking a lake aeration project, constructing improvements to its water treatment plant, and utilizing any excess proceeds for any other purpose permitted by law (the "Improvements " or "Project" ) ; and WHEREAS, in the Resolution Calling the Sale the City has made various findings necessary for the issuance of the Bonds on a parity with the City ' s $5, 375, 000 Water Revenue Bonds, Series 1985A (the "1985 Bonds " ) , issued pursuant to a resolution adopted by this Council on August 27 , 1985, of which $4 , 625, 000 remain outstanding, and $8, 000, 000 Water Revenue Bonds, Series 1988A (the "1988 Bonds" ) , issued pursuant to a resolution adopted by this Council on December 3, 1987 , of which $7 ,325, 000 remain outstanding; and WHEREAS, paragraph 17 of said resolution authorizing the issuance and sale of the 1985 Bonds provides for the issuance of parity lien bonds as follows : " 17 . Parity Bonds . The revenue bonds issued hereunder shall be a first charge and lien upon the Net Revenues of the Water Utility, and no part of such Net Revenues shall ever be pledged to the payment of any general obligation bonds issued by the City while any bonds of this issue or bonds issued on a parity therewith remain outstanding and undischarged. No additional revenue obligations payable from the Revenue Bond Debt Service Account shall be hereafter issued unless the same are expressly made a second and subsequent lien upon the OF? IGlNAL ��o,�� Net Revenues of the Water Utility, provided however, that additional obligations may be issued on a parity of lien with the bonds herein authorized, provided that the annual Net Revenues of said Water Utility for each of the two completed fiscal years immediately preceding the issuance of such additional obligations shall have been one and one-half times the maximum annual principal and interest coming due thereafter on all outstanding revenue obligations payable from and having a parity of lien upon the Net Revenues of the Water Utility Fund, including the additional obligations so to be issued; provided further however that if the annual Net Revenues in either or both of the aforesaid two completed fiscal years shall be insufficient to meet this test then any reasonably projected increase in Net Revenues for the fiscal year immediately following such second completed fiscal year may be added to the Net Revenues for such completed fiscal years or either of them (but the total of such projected increase in Net Revenues may be added only once) in applying the foregoing test. Such facts shall be shown by the Certificate of the General Manager of the Board of Water Commissioners and shall be a finding of and recited in the resolution of the City authorizing any such additional series . In addition, the following conditions shall be met: " (a) The payments required to be made (at the time of the issuance of such parity lien bonds ) into the various funds and accounts provided for in this resolution have been made. " (b) Al1 such parity lien bonds shall have a December 1 maturity or maturities and shall have semiannual interest payments on June 1 and December 1 in each year. " (c ) The proceeds of such parity lien bonds shall be used only for the purpose of making improvements, additions, extensions, renewals or replacements to the Water Utility, and capitalizing interest or establishing Reserves and paying the costs of such financing. " ; and WHEREAS, paragraph 19 of said resolution authorizing the issuance and sale of the 1988 Bonds is substantively identical to said paragraph 17 relating to the 1985 Bonds ; and 3 a �� o � � � � � A � WHEREAS, in accordance with advice received from the Board, this Council finds, determines and declares that it is necessary and expedient to provide moneys in the amount of $5, 545, 000 to make the Improvements to the Water Utility, establish a Reserve and provide for the costs of the issuance thereof from the proceeds of bonds payable solely from the Net Revenues of the Water Utility; and WHEREAS, it is necessary and desirable to provide for a lower Reserve when the 1988 Bonds and 1990 Bonds are outstanding and the 1985 Bonds have been paid in full ; and 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 Partici- pants 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 4 � � � � �,,��v�9� 0 � � � 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 ot ordinary bonds 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 pr_ovided 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 Shearson Lehman Hutton Inc . (the "Purchaser" ) to purchase $5,545, 000 Water Revenue Bonds, Series 1990C, of the City (the "Bonds " or " 1990 Bonds" , or individually a "Bond" or "1990 Bond" } , in accordance with the Official Terms of Offering for the bond sale, at the rates of interest hereinafter set forth, and to pay for the Bonds the sum of $5, 478,690 . 19, 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 said bidder 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 "Water Revenue Bonds , Series 1990C" , shall be dated April l , 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 5 ORI � i �� L ��°�� 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 December 1 in the years and amounts as follows: Year Amount Year Amount 1990 $315,000 1995 $ 325, 000 1991 325, 000 1996 675, 000 1992 325, 000 1997 925, 000 1993 325, 000 1998 975, 000 1994 325,000 1999 1, 030,000 3 . Purpose. The Bonds shall provide funds for the construction of various improvements to the Water Utility of the City, with excess moneys devoted to any other purpose permitted by law (the "Improvements " or "Project" j , and the funding of the Reserve Account with respect to the Bonds . The proceeds of the Bonds shall be deposited and used as provided in paragraph 17 . 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 June 1 and December 1 of each year (each, an "Interest Payment Date" } , commencing December 1, 1990, calculated on the basis of a 360-day year of twelve 30-day months, at the respective �ates per annum set forth opposite the maturity years as follows : Maturity Year Interest Rate Niaturity Year Interest Rate 1990 5 . 95� 1995 6 . 30� 1991 6 . 00 1996 6 . 35 1992 6 . 05 1997 6 . 45 1993 6 . 1Q 1998 6 . 55 1994 6 . 2Q 1999 6 . 60 5 . Description of the Global Certificates and Global Book-Entry System. Upon -�heir original issuance the Bonds will be issued in the form of a single Global 6 � ��o �� 0 � 1 � l ��AL Certificate for each maturity, deposited with the Depository by the Purchaser and immobilized as provided in paragraph 6 . No beneficial owners of interests in the Bonds will receive certificates 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 benefici�al 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 '.�older of a Global Certificate. 6 . Immobilization of Global Certificates bv 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 . 7 p � � � { ^:' �� !. ��a-�� Certificates evidencing the Bonds may not after their original delivery be transferred or exchanged except: ( i) Upon registration of transfer of ownership of a Global Certificate, as provided in paragraph 12 , ( ii) To any successor of the Depository (or its nominee) or any substitute depository (a "substitute depository" ) designated pursuant to clause ( iii) of this subparagraph, provided that any successor of the Depository or any substitute depository must be both a "clearing corporation" as defined in the Minnesota Uniform Commercial Code at Minnesota Statutes, Section 336 . 8-102, and a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended, ( 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 determination 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, 8 � RIGlNAL ��°�� 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 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 1999 , both inclusive, shall be subject to redemption and prepayment at the option of the City on December 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 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 a Global Certificate, the Holder may make a notation of such redemption on the panel provided on the Global Certificate stating the amount so redeemed, or may return the Global Certificate to the Bond Registrar in exchange for a new Global Certificate authenticated by the Bond Registrar, in proper principal amount. Such notation, if made by the Holder, shall be for reference only, and may not be relied upon by any 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 . 9 ORIGINAL �' y°'�� 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. 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 10 ORIGINAL �9°-�� 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 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; (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 � (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 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. 11 ORIGINAL °�y°'°�� 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: 12 oRi � iNA � ��d-�q�� UNITED STATES OF AMERICA STATE OF MINNESOTA R.AMSEY COUNTY CITY OF SAINT PAUL R- $ WATER REVENUE BOND, SERIES 1990C INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP December 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 June 1 and December 1 of each year (each, an "Interest Payment Date" ) , commencing December 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 paid without presentation of this Bond, which payment shall be received no later than 12 : 00 noon, Chicago, 13 ORIGI �IAL ��'"�� 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 deter- minative 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 1999 , both inclusive, are 14 ORIGINAL �`�° �� subject to redemption and prepayment at the option of the Issuer on December 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, arid 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; Special Obliqation. This Bond is one of an issue in the total principal amount of $5 , 545, 000, 15 � � lGINAL �y°��%� 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 acquisition, construction and repair of various improvements to the Water Utility of the City. The Bonds and the interest thereon are payable solely and exclusively from the Net Revenues of the Water Utility of the Issuer pledged to the payment thereof, and do not constitute a debt of the Issuer or of the Saint Paul Board of Water Commissioners within the meaning of any constitutional, Charter or statutory limitation of indebtedness . In the event of any default hereunder, the Holder of this Bond may exercise any of the rights and privileges granted by the laws of the State of Minnesota subject to the provisions of the Resolution. The Bonds of this issue, together with the Water Revenue Bonds, Series 1985A, issued in the principal amount of $5, 375, 000, and the Water Revenue Bonds, Series 1988A, issued in the principal amount of $8, 000, 000, are a first and prior lien upon the Net Revenues of the Water Utility of the Issuer, except that the Issuer is authorized under certain conditions to issue additional revenue obligations on a parity of lien with these Bonds, all as provided in the Resolution. Action by Holders . The Holders of twenty percent (200) or more in aggregate principal amount of Bonds at any time outstanding may, either by law or in equity, by suit, action, or other proceedings, protect and enforce the rights of all Holders of Bonds then outstanding, or enforce and compel the performance of any and all of the covenants and duties specified in the Resolution to be performed by the Issuer or the Board of Water Commissioners or their officers and agents; provided, however, that nothing shall affect or impair the right of any Bondholder to enforce the payment of the principal of and interest on any Bond at and after the maturity thereof, or the obligation of the Issuer to pay the principal of and interest on each of the Bonds issued to the respective Holders thereof at the time and place, from the source and in the manner provided in the Bonds . 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 is prepaid, said principal amount less the prepayment . Global 16 � � IGINA �. C��D�� 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 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 17 ORIGINAL �� 9� 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 Qualified Tax-Exempt Obli ations . 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. 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; 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; and that the Issuer will establish rates and charges for the water service furnished by its Water Utility sufficient in amount to promptly meet the principal and interest requirements of this issue. 18 � RIGINAL �y��y� 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 . 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 Mayor mentioned within. Attest: , City Clerk Bond Registrar BY Countersigned: Authorized Signature Acting Director, Department of Finance and Management Services (SE�) Water Revenue Bond, Series 1990C, No. R- 19 � RIGINAL �� 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 20 ORIGINAL �� 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. 21 � RIGI �IAL �-'�� 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 (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list . 22 ORIGINA � 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 . ) 23 ORlGINAL ��a °�� 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: 24 ORlGINAL �� ya�� UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- $ WATER REVENUE BOND, SERIES 1990C 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 June 1 and December 1 of each year (each, an "Interest Payment Date" ) , commencing December 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 precedinq such Interest Payment Date (the "Regular Record 25 OR � GINAL ��a�� Date" ) . Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the - Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date" ) fixed by the Bond Registrar whenever money becomes available for 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 BQnd 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; 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; and that the Issuer will establish rates and charges for the water service furnished by its Water Utility sufficient in amount to promptly meet the principal and interest requirements of this issue. 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 . 26 ORIGINAL �yv=��'� Date of Registration: Registrable by: Payable at: BOND REGISTR.AR' S CITY OF SAINT PAUL, CERTIFICATE OF RAMSEY COUNTY, MINNESOTA AUTHENTICATION This Bond is one of the Bonds described in the Resolution within Mayor mentioned. Attest: , City Clerk Bond Registrar BY Countersigned: Authorized Signature Director, Department of Finance and Management Services (SEAL) 27 � RIGINAL �"�°��'� 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 ordez 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 1999 , both inclusive, are subject to redemption and prepayment at the option of the Issuer on December 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 shal�l 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 jif 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 28 �� i �i A L �� 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 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; Special Obli ation. This Bond is one of an issue in the total principal amount of $5,545, 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 acquisition, construction and repair of various improvements to the Water Utility of the City. The Bonds and the interest thereon are payable solely and exclusively from the Net Revenues of the Water Utility of the Issuer pledged to the payment thereof, and do not constitute a debt of the Issuer or of the Saint Paul Board of Water Commissioners within the meaning of any constitutional, Charter or statutory limitation of indebtedness . In the event of any default hereunder, the Holder of this Bond may exercise any of the rights and privileges granted by the laws of the State of Minnesota subject to the provisions of the Resolution. The Bonds of this issue, together with the Water Revenue Bonds, Series 1985A, issued in the principal amount of $5, 375, 000, and the Water Revenue Bonds, Series 1988A, issued in the principal amount of $8, 000, 000, are a first and prior lien upon the Net Revenues of the Water Utility of the Issuer, except that the Issuer is authorized under certain conditions to issue additional revenue obligations on a parity of lien with these Bonds, all as provided in the Resolution . 29 � � I � I N A L. �---�� Action by Holders . The Holders of twenty percent ( 20� ) or more in aggregate principal amount of Bonds at any time outstanding may, either by law or in equity, by suit, action, or other proceedings, protect and enforce the rights of all Holders of Bonds then outstanding, or enforce and compel the performance of any and all of the covenants and duties specified in the Resolution to be performed by the Issuer or the Board of Water Commissioners or their officers and agents; provided, however, that nothing shall affect or impair the right of any Bondholder to enforce the payment of the principal of and interest on any Bond at and after the maturity thereof, or the obligation of the Issuer to pay the principal of and interest on each of the Bonds issued to the respective Holders thereof at the time and place, from the source and in the manner provided in the Bonds . Denominations; Exchan e; Resolution. The Bonds are issuable solely as fully registered bonds in th� 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. 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 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 circumstances 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 30 � � fGINAL C��-�� 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 Re istered 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 Obli ations . 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. 31 � r�� lA �. L.��—�o�� ABBREVIATIONS The following abbreviations, when used in the inscri tio on the face of this Bond, shall be construed as though the were written out in full according to a p n , regulations : pplicable laws or y 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) under the (Minor) Uniform Transfers to MinorseAct Additional abbreviations may also be used though not in the above list. 32 � �; � � � � AL ��o-�� 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. ) 33 r.._ � ,... : t .. , � � �� L r�"�o�� 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 Re istration. 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 Regi�strar. 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 • Reqistration; 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 34 �'^� I-°�, ; �'-^� �`Y �� m � INAL ��° 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 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. 35 � � iGINA �y��°�� L At the option of the Holder of a Replacement Bond, Replacement Bonds may be exchanged for Replacement Bonds of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are so surrendered for exchange, the City shall execute ( if necessary) , and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Replacement Bonds which the Holder making the exchange is entitled to receive. 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. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid special 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 regulations 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 . Rights Upon Transfer or Exchan e. 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. 36 0 R I G I N A L �--�a-�y� 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 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 37 �ui� l � � �� AL ��o-�q� 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: ( 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 acknowledqed 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 . Delivery; 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 . Fund and Accounts . For the convenience and proper administration of the proceeds from the sale of the 1990 Bonds and for the payment of principal of and interest on the 1990 Bonds, the Board of Water Commissioners Water Utility Enterprise Fund (the "Water Utility Fund" , heretofore in resolutions relating to the 1985 Bonds and 1988 Bonds also referred to as the "Water Utility Fund" ) heretofore created shall continue in force and effect as a separate fund of the City and of the Board until all of the 1990 Bonds are fully paid and retired. In the Water Utility Fund there are, and there shall continue to be, the following accounts : (a) A "Capital Account" , into which there shall be paid the proceeds from the sale of the 1990 Bonds, less any premium, unused discount ( if any) and accrued interest paid by the Purchaser upon delivery and the amount capitalized for the "Reserve Account" herein established. From the Capital Account shall be paid all 38 i oRIGI �JAL � �°�Q� costs of the Improvements to be financed by the 1990 Bonds, including legal, engineering, financing and other such expenses incidental thereto. Any balance remaining in said account after the payment of such costs, or after the payment of the costs of any other improvements to the extent permitted by law or use for any other purpose permitted by law, shall be transferred to the Revenue Bond Debt Service Account herein established. Nothing in this resolution shall reverse or detract from any deposits made into said account, or payments made from said account, with respect to the 1985 Bonds and 1988 Bonds . (b) An "Operation and Maintenance Account" , into which shall be paid all gross revenues and earnings derived from the operation of the Water Utility system including any assessments which may from time to time be levied with respect to the Water Utility. From this account there shall be paid all, but only, current expenses of said system. Current expenses shall include the reasonable and necessary costs of administering, operating, maintaining and insuring the system, salaries , wages , costs of materials and supplies, costs of water production and distribution, necessary legal, engineering and auditing services, and all other items which, by sound accounting practices, constitute normal, reasonable and current costs of operation and maintenance, but excluding any allowance for depreciation, extraordinary repairs and payments into the Revenue Bond Debt Service Account and the Reserve Account. There shall at all times be maintained in said account a reserve in an amount sufficient to cover the operation and maintenance costs of the Water Utility system for the ensuing fifteen ( 15 ) day period; neither said reserve nor any annual addition thereto shall constitute "Net Revenues " as defined below. The balance from time to time remaining in the Operation and Maintenance Account, including interest or other earnings received from the investment of any moneys in the Water Utility Fund, after paying or providing for the foregoing items, shall constitute, and are referred to in this resolution as, "Net Revenues . " (c ) A "Revenue Bond Debt Service Account" , into which there shall be credited and to which there is hereby irrevocably pledged from the Net Revenues of the operation of the Water Utility system monthly commencing April 1, 1990, a sum equal to at least 1/12 of the total principal and interest on the 1990 Bonds and any other 39 � � IGIl� AL ��y°�� bonds issued on a parity therewith during the ensuing twelve ( 12) months; provided, however, that no further payments need be made to said account when the moneys held therein are sufficient for the payment of all principal and interest due on said bonds on and prior to the next maturity date. In addition there shall be credited to said Revenue Bond Debt Service Account the accrued interest, unused discount (if any) and premium ( if any) paid by the Purchaser of said bonds upon delivery thereof . No money shall be paid out of said account except to pay principal, premium, if any, and interest on the 1990 Bonds and any other bonds which are issued on a parity with the 1990 Bonds . (d) A "Reserve Account" , which was heretofore created, and is hereby continued, to be used only when and if moneys in the Revenue Bond Debt Service Account or other moneys available therefor are insufficien� to pay principal, premium, if any, and interest on the bonds payable from the Revenue Bond Debt Service Account; provided, however, that the moneys in the Reserve Account may be used to prepay said bonds, when such prepayment will retire all of the bonds then outstanding. There is hereby credited from the proceeds of the 1990 Bonds to the Reserve Account the sum of $553, 403 (or such other amount which is ten percent, 10�, of the issue price of the 1990 Bonds) , and from other moneys of the Board $89 , 204, or such lesser or greater amount as shall be necessary, together with amounts already in said account pursuant to the resolutions authorizing the issuance of the 1985 Bonds and 1988 Bonds, to equal the maximum principal __and interest due in any year on the bonds payable from the Revenue Bond Debt Service Account . Whenever the moneys in the Reserve Account exceed an amount equal to the maximum annual principal and interest coming due thereafter on all outstanding revenue obligations payable from the Net Revenues of the Water Utility Fund, such excess may be transferred to the Revenue Bond Debt Service Account or (during the construction of the Project) to the Capital Account; and whenever the moneys in said Reserve Account shall be less than said amount, the Reserve Account shall be restored to said amount from the next available Net Revenues . Notwithstanding the foregoing, after the payment and discharge of the 1985 Bonds the amount required to be maintained in the Reserve Account shall be an amount equal to ten percent ( 10�) of the original principal amount of the 1988 Bonds , 1990 Bonds and other bonds 40 � � IGINAL ��o-�� payable from the Revenue Bond Debt Service Account issued after the 1988 Bonds on a parity of lien therewith; and whenever the moneys in the Reserve Account exceed such amount required to be maintained therein, such excess may be transferred to the Revenue Bond Debt Service Account or (during the construction of the Project) to the Capital Account. (e) Net Revenues in excess of those required for the foregoing purposes may be used for any proper purpose. ( f) The money in the Water Utility Fund shall be allotted and paid to the various accounts herein established in the order in which said accounts are listed on a cumulative basis, and if in any month the money in said accounts is insufficient to place the required amount in any accounts, the deficiency shall be made up in the following month or months after payment into all other accounts having a prior claim on said Net Revenues have been made in full . (g) All money held in the Revenue Bond Debt Service Account and the Reserve Account created by this resolution shall be kept separate and apart from all other municipal funds and accounts . (h) Notwithstanding anything to the contrary herein, moneys in the Water Utility Fund and any account thereaf may be used to pay any rebate of excess arbitrage earnings on gross proceeds of the 19$8 Bonds and 1990 Bonds to be paid to the United States in order to maintain the exclusion from gross income under Section 103 of the Code (as hereinafter defined) of the interest on the 1988 Bonds and 1990 Bonds . ( i) No portion of the proceeds of the 1990 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 invest- ments, except ( 1) far a reasonable temporary period until such proceeds are needed for the purpose for which the 1990 Bonds were issued, ( 2 ) as part of a reasonably required reserve or replacement fund not in excess of ten percent ( 10�) of the proceeds of the 1990 Bonds (or in a higher amount which the City establishes is neces�ary to the satisfaction of the Secretary of the Treasury of the United States ) , and ( 3) in addition to the above in an 41 ,� , :, ��o�q� � � � �� amount not greater than the lesser of five percent (5�) of the proceeds of the 1990 Bonds or $100, 000 . To this effect, any proceeds of the 1990 Bonds and any sums from time to time held in the Capital �ccount, Operation and Maintenance Account, Reserve Account or Revenue Bond Debt Service Account (or any other City or Board 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 to y.ield 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 " , minor portion or reserve made avail- able under the federal arbitrage regulations . Money in the Water Utility Fund shall not be invested in obliga- tions 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 1990 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 . Parity Bonds . The revenue bonds issued hereunder shall be a first charge and lien upon the Net Revenues of the Water Utility, anc� no part of such Net Revenues shall ever be pledged to the payment of any general obligation bonds issued by the City while any bonds of this issue or bonds issued on a parity there�aith remain outstanding and undischarged. No additional xevenue obligations payable from the Revenue Bond Debt Service Account shall be hereafter issued unless the same are expressly made a second and subsequent lien upon the Net Revenues of the Water Utility; provided, however, that additional obligations may be issued on a parity of lien with the bonds herein authorized, provided that the annual Net Revenues of said Water Utility for each of the two ( 2 ) completed fiscal years immediately preceding the issuance of such additional obligations shall have been one and one-half ( 1 . 5 ) times the maximum annual principal and interest coming due thereafter on all outstanding revenue obligations payable from and having a parity of lien upon the Net Revenues of the Water Utility Fund, including the additional obligations so to be issued; provided further, however, that if the annual Net Revenues in either or both of the aforesaid two (2 ) completed fiscal years shall be insufficient to meet this test then any reasonably projected increase in Net Revenues for the fiscal year immediately following such second completed fiscal year may be added to 42 t ' �'y � /N�/��/i_�j_Ul/j7 � �� j e, . / /�— l� c>�r— � t � � � � , ti• c� a . a t„__ the Net Revenues for such completed fiscal years or either of them (but the total of such projected increase in Net Revenues may be added only once) in applying the foregoing test . Such facts shall be shown by the Certificate of the General Manager of the Board of Water Commissioners and shall be a finding of and recited in the resolution of the City authorizing any such additional series . In addition, the following conditions shall be met: (a) The payments required to be made (at the time of the issuance of such parity lien bonds ) into the various funds and accounts provided for in this resolution have been made. (b) All such parity lien bonds shall have a December 1 maturity or maturities and shall have semiannual interest payments on June 1 and December 1 in each year. (c ) The proceeds of such parity lien bonds shall be used only for the purpose of making improvements, additions , extensions, renewals or repl�cements to the Water Utility, and capitalizing interest or establishing Reserves and paying the costs of such financing. 19 . Refunding Maturinct Bonds . The City also reserves the right and privilege of issuing additional revenue bonds if and to the ex�ent needed to refund maturing bonds payable from the moneys in the Water Utility Fund in case the moneys in the Revenue Bond Debt Service Account are insufficient to pay the same at maturity, which refunding revenue bonds may be on a parity with this issue as to interest payments, but shall mature subsequent to all the revenue obligations which are payable from the Net Revenues of the Water Utility Fund and which are still outstanding upon completion of such refunding. 20 . Other Revenue Obliqations . Except as authorized in paragraphs 18, 19 and 25 hereof, the City � covenants and agrees that it will issue or incur no obligations payable from the Net Revenues of all or a part of said Water Utility or constituting in any manner a lien thereon, unless such obligations are expressly made junior and subordinate to the lien and charge of the bonds herein authorized on said Net Revenues, provided that the bonds herein authorized, or any part thereof, may be refunded with the consent of the holders thereof (except as to maturing bonds, in which case such consent shall not be required) and 43 . ��-�� ORI � � N � � the refunding bonds issued shall enjoy complete equality of lien with the portion of the bonds not refunded and any other then-outstanding bonds payable from the Revenue Bond Debt Service Account, if any there be. The refunding bonds shall continue to have whatever priority of lien over subsequent issues that the refunded bonds may have had. If only a portion of the outstanding bonds shall be so refunded and if such bonds shall be refunded in such manner that the interest rate of any refunding bond shall be greater than the interest rate of the corresponding refunded bond (or the average net interest rate of the refunding bonds shall be, or shall be reasonably estimated to be, higher than the average net interest rate of the refunded bonds ) , or that the maturity date of any refunding bond shall be earlier than the maturity date of the corresponding refunded bond (or the average maturity of the refunding bonds shall be earlier than the average maturity of the refunded bonds) , then such bonds may not be refunded without the consent of the holders of the unrefunded portion of the bonds issued hereunder and any other bonds then outstanding payable from the Revenue Bond Debt Service Account . 21 . Insufficient Amounts . In the event that the moneys in the Revenue Bond Debt Service Account shall be insufficient at any particular time to pay the principal then due and interest then accrued on all bonds payable therefrom, said moneys shall first be applied to the payment pro rata of the accrued interest on all such bonds, and any balance shall be applied in payment pro rata of the principal on all such bonds; provided further that if it shall ever be determined by a court of competent jurisdiction while any such bonds remain outstanding that the sums available and to become available for the payment of the principal thereof and interest thereon are insuffi�ient whether or not then due, then the moneys in the Revenue Bond Debt Service Account shall be applied in payment of all principal then outstanding whether or not then due and the interest accrued thereon to the date of payment ratably according to the aggregate amount thereof without any preference or priority. 22 . Suit by Bondholders . The Holders of twenty percent ( 20� ) or more in aggregate principal amount of bonds issued under this resolution and at any time outstanding may, either at law or in equity, by suit, action, or other proceedings , protect and enforce the rights of all Holders of bonds issued hereunder and then outstanding or enforce or compel the performance of any and all of the covenants and duties specified in this resolution to be performed by the 44 ORlGINAL ��`��9� City or Board or their officers and agents, including the fixing and maintaining of rates and charges and the collection and proper segregation of revenues and the application and use thereof . 23 . Covenants . For the protection of the Holders of the bonds herein authorized, the City herein covenants and agrees to and with the holders thereof from time to time as follows : (a) It will at all times through its Board adequately maintain and efficiently operate the Water Utility as a City utility. It will from time to time make all needful and proper repairs, replacements, additions and betterments to the equipment and facilities of said Water Utility so that they may at all times be operated properly and advantageously, and whenever any equipment of said system shall have been worn out, destroyed or otherwise become insufficient for proper use, it shall be promptly replaced or repaired so that the value and efficiency of the facilities shall be at all times fully maintained and its revenues unencumbered by reason thereof . (b) The rates for all water service and the charges for all water supplied by the Water Utility to the City and its residents and to all other consumers shall be reasonable and just, taking into account the cost and value of the Water Utility, the cost of maintaining and operating the Water Utility and the proper and necessary allowances for depreciation, the amounts required for the payment of principal and interest on the bonds payable from the Net Revenues of the Water Utility, and all other sums customarily paid from the revenues of the Water Utility. (c ) It will as required by Section 10 . 11 . 2 of the City Charter (and it will continue to do so whether or not required by said Charter) establish, maintain and collect such charges and rates as will produce revenues sufficient to pay the reasonable cost of operation, repair and maintenance of the Water Utility and to pay the interest on and principal of the bonds herein authorized as and when they become due as well as to provide sufficient money to make the required appropriations to the various funds and accounts established herein. The City will review the schedule of rates and charges for the Water Utility at least annually when the Board budget is reviewed. 45 O � IGINAL ��° �y� (d) It will not sell, lease, mortgage, or in any manner dispose of the Water Utility or any part thereof ( including any and all extensions and additions that may be made thereto) until all revenue bonds payable from the Net Revenues of the Water Utility or any part thereof have been paid in full; provided, however, that the City may sell the Water Utility or any part thereof if simultaneously with or prior to said sale all of the outstanding bonds are discharged in accordance with paragraph 25 of this resolution. This covenant shall not be construed to prevent the sale by the City at fair market value of real estate, equipment or other non-revenue-producing properties which in the judgment of the City have become unnecessary, uneconomical or inexpedient to use in connection with the Water Utility provided that suitable facilities are obtained in place thereof and provided further that nothing herein is intended to prevent the City or Board from terminating or otherwise preventing the termination of contracts for the furnishing of water. (e) It shall cause to be kept proper books, records and accounts adapted to the Water Utility separate from other accounts to be audited at the end of each fiscal year. A copy of said audit shall be furnished, without cost, to the original purchaser of the bonds herein authorized. Zf the City fails to provide such audit within a reasonable time after the end of said fiscal year, the holders of twenty percent ( 20� ) or more of the � outstanding bonds may cause such audit to be made at the expense of the City. The expense of preparing such audit shall be paid as current operating expenses of the Water Utility. The original purchasers of the bonds and the Holders thereof, or their duly appointed representatives, from time to time shall have the right, at all reasonable times, to inspect the Water Utility system and to inspect and copy the books, records, accounts and data relating thereto. The City agrees to furnish copies of such audit, without cost, to any Holder or Holders of the bonds at their request within a reasonable time after the end of each fiscal year. ( f) It will faithfully and punctually perform all duties with reference to the Water Utility required by the City Charter, the Constitution and laws of the State of Minnesota and this resolution. - 46 D � IGI �IA ��°�� (g) It will grant no franchise to any competing utility. 24 . Amendments . No change, amendment, modification or alteration shall be made in the covenants made with Holders of the bonds authorized by this resolution without the consent of the Holders of not less than sixty percent ( 60� ) in principal amount of such bonds then outstanding except for changes, amendments, modifications and alterations (a) made to cure any ambiguity or formal defect or omission, or (b) which would not materially prejudice the Holders of such outstanding bonds; provided, however, that nothing herein contained shall permit or be construed as permitting ( 1 ) an extension of the maturity of the principal of or the interest on any such bonds, or ( 2 ) a reduction in the principal amount of any such bond or the rate of interest thereon, or (3) a privilege or priority of any such bond or bonds over any other bond or � bonds except as otherwise provided herein, or (4 ) a reduction in the aggregate principal amount of such bonds required for consent of any change, amendment, modification or alteration, or ( 5 ) the creation of any lien ranking prior to or on a parity with the lien of such bonds, except as hereinbefore expressly permitted, or ( 6 ) a modification of any of the provisions of this paragraph without the consent of the Holders of one hundred percent ( 100� ) of the principal amount of such bonds outstanding. 25 . Discharge. When all bonds issued under this resolution have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the Holders of the bonds shall cease. The City may discharge all bonds which are due on any date by depositing with the paying agent (but not if a City officer is the paying agent) or an escrow agent for such bonds on or before that date a sum sufficient for the payment thereof in full; or if any bond should not be paid when due, it may nevertheless be discharged by depositing with the paying agent (but not if a City officer is the paying agent) or an escrow agent a sum sufficient for the payment thereof in full . The City may also discharge any prepayable bonds which are called for redemption on any date when they are prepayable according to their terms, by depositing with the paying agent (but not if a City officer is the paying agent) or an escrow agent on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due, provided that notice of such redemption has been duly given as provided in the resolution authorizing the bonds . The City may also at any time discharge this issue of bonds in its entirety by 47 ORIGINAL. ��°�`�� complying with the applicable provisions of Minnesota Statutes, Section 475, 67 , and any amendments thereto, except that the funds deposited in escrow in accordance with said provisions may but need not be in whole or part proceeds of advance refunding bonds . The City may discharge bonds as herein provided without the consent of any Bondholders . 26 . Fiscal Year. As used in this resolution the words "fiscal year" shall mean the twelve ( 12 ) month period beginning on January 1 of each year and ending on December 31 of the same year. Should it be deemed advisable at some later date to change the fiscal yearly basis, the same may be done by proper actions to that effect, which change shall not constitute an amendment or modification of this resolution. 27 . Certificate of Reqistration. 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 Auditor shall require, and to obtain the County Auditor ' s certificate that the Bonds have been entered in the County Auditor ' s Bond Register. 28 . 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 represen- tations of the City as to the facts recited therein. 29 . 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 . 48 oR � � iNA � �=�a�� 30 . Tax-Exempt Status of the Bonds; Rebate; Elections . The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States . The City expects the two-year expenditure exception to the rebate requirements to apply to the Bonds if all amounts in the Reserve Account which are allocated to the Bonds are deemed for this purpose to be part of a reasonably required reserve or replacement fund. If any elections are available now or hereafter with respect to arbitrage or rebate matters relating to the Bonds , the Mayor, Clerk, Treasurer and Director, 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. 31 . No Designation of Qualified Tax-Exempt Obligations . The Bonds, together with other obligations expected to be 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. 32 . Depository Letter AQreement. 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. 49 � �l � �7 � A ��a -�9� �v � 33 . Confirmation of Findinas . The findings made in paragraphs 1, 2 , 3 and 4 of the Resolution Calling the Sale are hereby confirmed. 34 . Covenant with Holders . Each and all of the terms and provisions of this resolution shall be and constitute a covenant on the part of the City to and with each and every Holder from time to time of the bonds issued hereunder. 35 . Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforce- ability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 36 . Headings . 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 . imon as Nava Absent Requested by Department of: osw z on �"-- Fin ce and Man ent Services acca ee �— ettman � un e i son �— '�— Adopted by Council: Date �R � 3 �gga Form App ved by City At orney Adoption rtified by Council Secretary By: �� By' Approv by Mayor for Sub ission to Approved by Mayor: Date �IIIR 1 t� �ggp council ' Sy: �� gy: ��v�,�i�-r�� 5 0 �11BttSHED ^�� 2 41990 � ��-�� EXHIBIT A BIDS �� — �QD `�� DEPARTMENT/OFFlCElCOUNpL DATE INYTIATED GREEN SHEET No. 10 6 3 Finance and Management Se es 03/08/90 CONTACT PER80N 8 PHONE �NITIAU DATE INRIAUDATE �DEPARTMENT DIRECTOR �CITY COUNqL Shirley Davis 292-7038 �� GTY ATTOFiNEV � �CITY CLERK MUST BE ON COUNpL AOENDA BY(DATE) ROUTINO �BUDOET DIRECTOR 2❑FIN.&M�T.BERVICEB DIR. For Council March 13, 1990 �MAYOR(OR AS818TANT) � TOTAL fi�OF SIQNATURE PAGES (q.IP AL�LOCATIONS FOR SItiNATUREj ACTION REQUE87ED: Resolution providing for the acceptance of bids for the issuance of $5,545,000 Water Revenue Bonds, Series 1990C. REOO�AMENDATI�IS:MP►ow(N a Rel�(RI COUNCIL WMMITTEEIRESEARCH REPORT OPTIONAL _PLANNINO COMMIBSION _CIVIL SERVICE COMMISSION �LYST PHONE NO. �CIB COMMI7TEE A Bond Counsel A gTq� A Fiscal Advisor �MENTS: _o�cr cou�r _ SUPPORTS WHICH COUNpL OBJECTIVE? INITIATIN(i PROBLEM,188UE,OPPORTUNITY(Who,What,When,Whsro,Why): The Water Revenue Bond Issue is scheduled for sale on Monday, March 12, 1990. The award must be acted on within 24 hours of sale to receive the market interest rate. Five affirmative Council votes are required to accept the most favorable bid. ADVANTIU�E3 IF APPROVED: The issuance of these bonds provides funds for the capital projects of the Saint Paul Water Utilitp as adopted by the City Council and Water Board. DISADVANTAOE8 IF APPROVED: None. DISADVANTAOES IF I�T APPROVED: The failure of this resolution would require rescheduling the issues, thereby imposinq additional costs to the City and delay in construction programs. TOTAL AMOUNT OF TRANSACTION i 5�545�000 COST/REVENUE BUDOETED(CIRCLE ONE��_- NO Water Enterprise Fund 28000 FUNDINQ SOURCE ACTMTY NUMeEH FINANCIAL INFORMATION:(EXPWI� NOTE: COMPLETE DIRECTIONS ARE INCLUDED IN THE GREEN SHEET INSTRUCTIONAL MANUAL AVAILABLE IN THE PURCHASING OFFICE(PHONE NO.298-4225). ROUTIN(3 ORDER: Below are preferred routings for the five most frequent rypes of dxuments: CONTRACTS (assumes authorized COUNCIL RESOLUTION (Amend, BdgtsJ budget exists) Accept. (irarns) 1. Outside Agency 1. Department Director 2. Initiating Department 2. Budget Director 3. Ciry Attorney 3. Ciry Attomey 4. Mayor 4. MayodAssistant 5. Flnance�Mgmt Svcs. Director 5. C1ty Council 6. Finance Axounting 6. Chief Axountant, Fin&Mgmt Svcs. ADMINISTRATIVE ORDER (Budget COUNCIL RESOLUTION (all others) Revision) and ORDINANCE 1. Activity Menager 1. Initiating Department Director 2. Department Accountant 2. Ciry Attorney 3. DepartmeM Director 3. MayodAssistant 4. Budget Director 4. Gry Council 5. Ciry Clerk 6. Chief Accountant, Fin&Mgmt Svcs. ADMINISTRATIVE ORDERS (all others) 1. Initiating Department 2. City Attorney 3. MayoNAssistant 4. City t�erk TOTAL NUMBER OF SIGNATURE PAGES Indicate the#of pages on which signatures arA required and reli each of these pages. ACTION REOUESTED Describe what the projecUrequest seeks to accomplish in either chronologi- cal order or order of importance,whfchever is most appropriate for the issue. Do not write complete sentences. Begin each item in your list with a verb. RECOMMENDATIONS Complete if the fss�e in question has been presented before any body, public or private. SUPPORTS WHICH COUNCIL 08JECTIVE? Indicate which Council objective(s)your project/request supports by listing the key word(s)(HOUSING, RECREATION, NEIGHBORHOODS, ECONOMIC DEVELOPMENT, BUDGET, SEWER SEPARATION).(SEE COMPLETE LIST IN INSTRUCTIONAL MANUAL.) COUNCIL COMMITTEE/RE8EARCH REPORT-OPTIONAL AS REQUESTED BY COUNCIL INITIATIN(� PROBLEM, ISSUE,OPPORTUNITY Explain the situation or conditions that created a need for your proJect or request. ADVANTAGES IF APPROVED Indicate whether this is simply an annual budget procedure required by law/ charter or whether there are specific ways in which the Ciry of Seint Paul and its citizens will benefit from this pro�ect/actbn. DISADVANTAGES IF APPROVED What negative effects or major changes to existing or past processes might this projecUrequest produce if it is passed(e.g.,traffic delays, nase, tax increases or assessments)?To Whom?When? For how long7 DISADVANTAGES IF NOT APPROVED What will be the negative consequences if the promised action is not approved?Inability to deliver service? Continued high traffic, noise, accident rate? Loss of revenue? FINANCIAL IMPACT Although 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 gang to costT Who is going to pay? SPRINGSTED �� t � PUBUC FINANCE ADVISORS 85 East Seventh Place, Suite 100 - Saint Paul, MN 55101-2143 (612)223-3000 Fax: 612-223•3002 �5�545�000 CITY OF SAINT PAUL, MINNESOTA WATER REVENUE BONDS, SERIES 1990C AWARD: SHEARSON LEHMAN HUTTON, INC. DEAN WITTER REYNOLDS INCORPORATED -And Associates- SALE: March 12, 1990 Moody's Rating: Aa Standard & Poor's Rating: AA Interest Netlnterest Bidder Rates Price Cost& Rate SHEARSON LEHMAN HUTTON, INC. 5.95% 1990 $5,478,690.19 $2,400,265.64 DEAN WITTER REYNOLDS INCORPORATED 6.00% 1991 (6.6366%) PaineWebber Incorporated 6.05% 1992 Gruntal & Co., Incorporated 6.1096 1993 . 6.2096 1994 6.3096 1995 6.35% 1996 6.45% 1997 6.55% 1998 6.60% 1999 PIPER, JAFFRAY& HOPWOOD 5.9096 1990 $5,486,777.50 $2,412,050.83 INCORPORATED 6.0096 1991 (6.669296) DAIN BOSWORTH INCORPORATED 6.05% 1992 NORWEST INVESTMENT SERVICES, 6.1096 1993 INCORPORATED 6.2096 1994 Allison-�Iliams Company 6.3096 1995 Cronin & Company, Incorporated 6.4096 1996 Juran & Moody, Incorporated 6.50% 1997 Miller, Johnson & Kuehn, Inc. 6.6096 1998 6.7096 1999 (Continued) tndiana Office: Kansas Office: Wisconsin Office: 135 North Pennsylvania Street 6800 College Boulevard 500 Elm Grove Road Suite 2015 Suite 600 Suite 101 Indianapolis, 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 irrter�t Net Interest Bidder Ratea Price Cost& Rate BLUWT, ELLIS � LOEWI, INCORPORATED 5.80% 1990 $5,482,686.55 $2,418,315.12 CLAYTON BROWN �ASSOCIATES, 6.0096 1991 (6.686586%) INCORPORATED 6.1096 1992 GRIFFIN, KUBIK, STEPHENS 8�THOMPSON, 6.2096 1993 INC. 6.25% 1994 6.3096 1995 6.4096 1996 6.5096 1997 6.6096 1998 6.7096 1999 FIRST CHICAGO CAPITAL MARKErS INC. 5.9096 1990 $5,467,855.65 $2,422,049.35 Robert W. Baird &Company, Incorporated 6.0096 1991 (6.69691196) �Iliam Blair 8 Company 6.1096 1992 Hutchinson, Shockey, Erley & Company 6.2096 1993 Van Kampen Merritt Inc. 6.3096 1994 Securities Corporation of lowa 6.40% t 995 Mesirow Capital Markets 6.50% 1996-1998 -In Association With- 6.6096 t 999 KIDDER, PEABODY& COMPANY, INCORPORATED ALEX BROWN &SONS, INC. MERRILL LYNCH CAPITAL MARKETS 5.7596 1990 $5,465,622.60 $2,457,915.73 Prudentiai-Bache Capital Funding 6.0096 1991 (6.7960�096) Miiler& Schroeder Financial, Incorporated 6.1096 1992 Printon, Kane & Co. 6.2096 t 993 6.3096 t 994 6.4096 1995 6.5096 1996 6.6096 1997 6.7096 1998-1999 REOFFERING SCHEDULE OF THE PURCHASER Rate ,Y�� Yteld 5.9596 1990 NRO 6.0096 199i NRO 6.0596 199Q NRO 6.1096 1993 NRO 6.2096 1994 Par 6.3096 t 996 Par 6.3596 1998 Par 6.4596 1997 Par 6.55% 1998 Par 6.6096 1999 NRO BBI: 7.25 Average Maturity: 6.52 Years