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89-126 I - FINANCERK 569T I C�UflCll �f /A . ,r - MAVORTMENT II GITY OF SAINT PAUL File N0. D �J�°?`�" - �' Council Resolution � � Presented By Referred To ' Committee: Date Out of Committee jBy Date i� ACCEPTING BID ON SALE OF $11, 50,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT BOND�, SERIES 1989A, PROVIDING FOR THEIR ISSUANCE, 'AND LEVYING A TAX FOR THE PAYMENT THEREOF i WHEREAS, the Director, Department of Finance and Mana ement Services, has presented affidavits showing publicat ' on of notice of the sale of $11, 750 , 000 General Obligatilon Capital Improvement Bonds, Series 1989A (the "Bonds" ),I', of the City of Saint Paul, Minnesota (the "City" ) , for whi�h bids were to be considered at this meeting in accorda ce with Resolution No. 89-14 adopted by this Council on Janu ry 17, 1989, and approved by the Mayor on January 18, 19 9 ; and the affidavits have been examined, have been found o comply with the provisions of Minnesota Statutes, Chapte 475, and have been approved and ordered placed on fil ; and WHEREAS, the bids set forth on Exhibit A attached heret were received pursuant to the Official Terms of Offer ng by the Director, Department of Finance and Management Servi es, at the offices of Sprir�gsted Incorporated at 2 : 00 P.M. , Central Time, on February 13, 1989 ; and I I COUNCIL EMBERS Requested by Department of: Yeas Nays D�moa Finance and Mana ement Services L.o [n Favor ,, � Go 'tz ? ,, f , Ret n � ' L,. scn ;net Against By So en � W n I Form Approved by City Attorney Adopted bylCouncil: Date Certified Y�issed by Council Secretary BY By I Approved y ;Vlavor. Date Appr ed by Mayor for Submi ' n o�ouncil By B . � � � � C��-l�� h9[IEREAS, the Director, Department of Finance and ManaqementiServices , Ilas advised this Council that the bid of Pip?r, J��tfray � Ho��wood Incorp�rated was Eound to be the most advantagec��us ancl lias recommended that said bid be accepted; and WHERGAS, tlle proceeds of the Bonds will finance certain !capital improvements , for which the City is proceeding pursuan� to its Charter and Laws of Minnesota for 1971 , Chapterj773 , as amended; and � WHEREAS, the City has heretofore issued registered obliga'tions in certificated form, and incurs substantial costs /associated with their printing and issuance, and subst�ntial continuing transaction costs relating to their paym�nt, transfer and exchange; ar��' WHEREAS, the City has determined that significant sav�ngs in transaction costs will result from issuing bonds in "g1pUa1 book-entry form" , by which bonds are issued in ce�,'tificated form in large denominations , registered on the bo�iks of the City in the name of a depository or its nominee, an�! held in safekeeping and immobilized by such depository, arid such depository as part of the computerized national s�curities clearance and settlement system ( the "National �'ystem" ) registers transfers of ownership interests in the bonds by making computerized book entries on its own books and �iistributes payments on the bonds to its Participants shown ion its books as the owners of such interests; and such iParticipants and other banks , brokers and dealers ;' participating in the National System will do likewise (not as i agents of the City) if not the beneficial owners of the bonds; and WHEREAS, "Participants" means those financial insti- tutions for whom the Depository effects book-entry transfers and pledges of securities deposited and immobilized with the Depository; and WHEREAS, 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 func- tions hereunder ( the "Depository" ) , will act as such deposi- tory with respect to tlie 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 2 i i . �G� �°�� WHIEREAS, the Cit will deliver the Bonds in the form Y of one cert�ficate per maturity, each representing the entire principal a�nount of the Bonds due on a particular maturity date (each � "Global Certificate" ) , which single certificate per maturit� may be transferred on the City' s bond register as required by' the Uniform Commercial Code, but not exchanged for smaller deruominations unless the City determines to issue Replacement� Bonds as provided below; arid �hHEREAS, the City will be able to replace the Depository ;or under certain circumstances to abandon the "global bo�k-entry form" by permitting the Global Certificates . to be exch�nged for smaller denominations typical of ordinary bonds regi�tered on the City' s bond register; and "Replacement Bonds" mea s the certificates representing the Bonds so authentica�ted and delivered by the Bond Registrar pursuant to paragraphsl 6 and 12 hereof; and iWHEREAS, "Holder" as used herein means the person in whose nam� a Bond is registered on the registration books of the City maintained by the City Treasurer or a successor registrar; appointed as provided in paragraph 8 (the "Bond Registrar f' ) : � NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Slaint Paul, Minnesota, as follows : ' 1 . Acceptance of Bid. The bid of Piper, Jaffray & Hopwood �jncorporated (the "Purchaser" ) to purchase $11, 750, 000 General (�bligation Capital Improvement Bonds, Series 1989A, of the City ; ( the "Bonds " , or individually a "Bond" ) , in accordan�e with the Official Terms of Offering for the bond sale, atithe rates of interest set forth hereinafter, and to pay for �he Bonds the sum of $11, 609 , 000, plus interest accrued ,�to settlement, is hereby found, determined and declaredjto be the most favorable bid received and is hereby accepted�, and the Bonds are hereby awarded to said bidder. The Direlctor, Department of Finance and Management Services, or his c�esignee, is directed to retain the deposit of the Purchas�r and to forthwith return to the unsuccessful bidders their g�od faith checks or drafts . 2 . Title; Original Issue Date; Denominations; Maturit�.es . The Bonds shall be titled "General ObligaL-ion Capital; Improvement Bonds , Series 1989A" , shall be dated March lj, 19II9 , as the date of original issue and shall be issuedjforthwith on or after such date as fully registered ; � 3 , i ��CJ-/oi�0 bonds . The �onds shall be numbered from R-1 upward. Global Certificatesjshall each be in the denomination of the entire principal amPunt maturing on a single date . Replacement Bonds, if issued as provided in paragraph 6 , shall be in the denominationlof $5, 000 each or in any integral multiple thereof of alsingle maturity. The Bonds shall mature, without option of pr�payment, on March 1 in the years and amounts as follows : Ye r Amount Year Amount 19�0 $ 825 , 000 1995 51,200, 000 19 1 925 , 000 1996 1, 275, 000 19 2 1, OU0, 000 1997 1, 350, 000 19 3 1 , 050 , 000 1998 1,450, 000 19 4 1, 125 , 000 1999 1, 550, 000 3 . I Purpose. The Bonds shall provide funds for the constructionlof various capital improvements (the "Improve- ments" ) in tl�e City. The proceeds of the Bonds shall be deposited an used as provided in paragraph 17 , for the purpose desc�ibed by Laws of Minnesota for 1971, Chapter 773 , as amended. IThe total cost of the Improvements , which shall include all c�osts enumerated in Minnesota Statutes, Section 475 .65, is e�timated to be at least equal to the amount of the Bonds . Workjon the Improvements shall proceed with due diligence to completion. 4 . I Interest. The Bonds shall bear interest payable semiannuallyjon March 1 and September 1 of each year (each, an "InterestjPayment Date" ) , commencing September 1, 1989, calculated o�} the basis of a 360-day year of twelve 30-day months, at tt�e respective rates per annum set forth opposite the maturity !lyears as follows : Maturity Yea� Interest Rate Maturity Year Interest Rate 1990 6 . 50$ 1995 6 . 65$ 1991 6 .50 1996 6 .70 1992 6 . 50 1997 6 . 75 1993 i 6 . 55 1998 6 . 80 1994 I 6 . 60 1999 6 . 90 5 . Description of the Global Certificates and Global Book-�ntr S stem. Upon their original issuance the Bonds will b issued in the form of a single Global Certifi- cate for eachl maturity, deposited with the Depository by the Purchaser andl inunobilized as provided in paragraph 6 . No 4 I , �� , beneficial bwners of interests in the Bonds will receive certificate;s representing their respective interests in the Bonds exceI�t as provided in paragraph 6 . Except as so provided, during the term of the Bonds, beneficial ownership (and subsec�uent transfers of beneficial ownership) of interests �.n the Global Certificates will be reflected by book entries ma�e on the records of the Depository and its Participanl�s and other banks, brokers, and dealers partici- pating in the National System. The Depository' s book entries of benefic�al ownership interests are authorized to be in increments� of $5,000 of principal of the Bonds, but not smaller in�rements, despite the larger authorized denominations of the Global Certificates. Payment of principal lof, premium, if any, and interest on the Global Certificat�'es will be made to the Bond Registrar as paying agent, anc� in turn by the Bond Reqistrar to the Depository or its nominde as registered owner of the Global Certificates, and the D�pository according to the laws and rules governing it will r�ceive and forward payments on behalf of the beneficia owners of the Global Certificates . Paym�nt of principal of, premium, if any, and interest on a Global �ertificate may in the City' s discretion be made by such othe� method of transferring funds as may be requested by the Holde,� of a Global Certificate. �.� �.�' ,.:,...._,^ � y,.f 6 . -�-Immobili2at�o�-._.cz lobal Certificates b the De ositor �. Successor De osito • Re lacement Bonds . Pursuant to the r quest o�'� th��P o the Depository, which request i�s required by the Official Terms of Offering, immedi- ately upcin the original delivery of the Bonds the Purchaser will depqsit the G1oba1 Certificates representing all of the Bonds wi�h the Depository. The Global Certificates shall be in typew�itten form or otherwise as acceptable to the Deposito�y, shall be reqistered in the name of the Depository or its n�minee and shall be held immobilized from ci��,;,.�,�t;�� X. �--�he>.o�f�i:ces...of.. �.��,.D�ps�a�itox� ..9n.,.�tehalf�of the��rchaser � �,�,.��,...;�nd subslequent bondowners . The Deposito or its� nominee wil,��r � � they�lob'a��'e=ti ica.. es anc� no e the � ��tiwholder of record of investor� or othe"r'°`pa=�y�"pu�C�?t�C�irt�'; selling or otherwise transferring ownership of interests in any Bond is to receive, hold or �deliver any bond certificates so long as the Depositqry holds the Global Certificates immobilized from circulat�ion, except as provided below in this paragraph and in paragra�h 12 . Ce�tificates evidencinq the Bonds may not after their originaD. delivery be transferred or exchanged except: � 5 � i . �✓=�G-/a� � i U on registration of transfer of� ownership of K ) P a Globa,� Certificate, as provided in paragraph 12, (�ii) To any successor of the Depository (or its nominee;) or any substitute depository (a "substitute deposit�'ory" ) designated pursuant to clause ( iii) of this subpara�graph, provided that any successor of the Deposit}ory or any substitute depository must be both a "cleari,'.ng corporation" as defined in the Minnesota Unifornh Commercial Code at Minnesota Statutes, Sectio 336 .8-102, and a qualified and registered "clear�ng aqency" as provided in Section 17A of the Securi�ies Exchange Act of 1934, as amended, ( �ii) To a substitute depository designated by and accept¢ble to the City upon (a) the determination by the Deposiitory that the Bonds shall no longer be eligible for its del�ository services or (b) a determination by the City t�hat the Depository is no longer able to carry out its fWnctions, provided that any substitute depository must }�e qualified to act as such, as provided in clause ( ii) cif this subparagraph, or jl ( iv) To thase persons to whom transfer is reque�ted in written transfer instructions in the event that: � (a) the Depository shall resign or discontinue �ts services for the Bonds and the Cit is unable to � Y ,�ocate a substitute depository within two (2 ) months ffollowing the resignation or determination of non- eligibility, or (b) upon a determination by the City in its 'Iso et'on that 1 the continuation of the le discr i ( ) �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) , miqht adversely affect � the interest of the beneficial owners of the Bonds, ; or (2) that it is in the best interest of the ; beneficial owners of the Bonds that they be able to � obtain certificated bonds, in e�ither of which events the City shall notify Holders of i,�ts determination and of the availability of certlificates (the "Replacement Bonds" ) to Holders � � 6 � �-��'-�a� request.�ng the same and the reqistration, 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 authqrized by this paragraph, the Bond Registrar upon presentatior� of Global Certificates shall register their transfer to !the substitute or successor depositories, and the substitute c�r successor depository shall be treated as the Depository �or all purposes and functions under this resolution. ; The Depository Letter Agreement shall not apply to a substi�ute or successor depository unless the City and the substit�te or successor depository so agree, and a similar agreement �'ay be entered into. 7! . No Redemption. The Bonds shall not be subject to redempti�on and prepayment prior to their maturity. $ . Bond Registrar. The Treasurer of the City is appointed to act as bond registrar and transfer agent with respect to; the Bonds (the "Bond Reqistrar" ) , and shall do so unless and� until a successor Bond Registrar is duly appointed. A successolr 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 appoin�ed 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 an�l until a successor paying agent is duly appointed. Principaliand interest on the Bonds shall be paid to the Holders (ar record holders) of the Bonds in the manner set forth in 'the forms of Bond and paragraph 14 of this resolutio,hn. j9 . Forms of Bond. The Bonds shall be in the form of Global� Certificates unless and until Replacement Bonds are made ava�lable as provided in paraqraph 6 . Each form of bond may cont�:in such additional or different terms and provisions as to th� form of payment, record date, notices and other matters �s are consistent with the Depository Letter Agreement and appr�ved by the City Attorney. ' A. Global Certificates . The Global Certificates, togethe� with the Certificate of Registration, the form of Assignm�nt and the registration information thereon, shall be in subs�antially the following form and may be typewritten rather t�han printed: I 7 �?r��-�a� . �. UNITED STATES OF AMERICA 5TATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- $ jGENERAL OBLIGATION CAPITAL IMPROVEMENT BOND, SERIES 1989A INTEREST � MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP March 1, 199_ March 1, 1989 REGISTEREDIOWNER: PRINCIPALlAMOUNT: DOLLARS IKNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Pau]l, 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 certifica�e of reqistration below, or registered assigns, without o�tion of prepayment, in the manner hereinafter set forth, th�e principal amount specified above, on the maturity date speclified above, and to pay interest thereon semiannually on March �l and September 1 of each year (each, an "Interest Payment aate" ) , commencing September 1, 1989, at the rate per annum sp�cified above (calculated on the basis of a 360-day year of �welve 30-day months) until the principal sum is paid or has b�en provided for. This Bond will bear interest from the most; recent Interest Payment Date to which interest has been pai�l or, if no interest has been paid, from the date of original� issue hereof. The principal of and premium, if any, on this �ond are payable by check or draft in next day funds or its e��quivalent (or by wire transfer in immediately availabl,'e funds if payment in such form is necessary to meet the timi�nq requirements below) upon presentation and surrender hereof �t the principal office of the Treasurer of the Issuer in Saint� Paul, Minnesota (the "Bond Registrar" ) , acting as payinq �qent, or any successor paying agent duly appointed by the Iss�er. Interest on this Bond will be paid on each Interest Payment Date by check or draft in next day funds or its equ�valent mailed (or by wire transfer in immediately availab;le funds if payment in such form is necessary to meet � 8 . ' ��9-i�� the timing �requirements .l�e,low� to the person in who,��, .na�ne . ,�. this Bond �s re istered,�' (the "Holder" or "Bond�iolder" ) on tfie� :: �<..._ ,,.,.. .,. .,... _9r.�.� �...� ,,,. �: °istratiqn books of the. Is uer maintained b� the,F Bond,, a -.--� , _�_,,,�9 .�„y......,�_�,.,�.�..._._.�w�,,...,,.e,,.,�,,.�:��...,�..�_. ��..��.___w.�.,._�� ` �egistrar�'"'�rid at the address appearing thereon at the close of bus'�i'�i .�'� or1 the fifteenth calendar day preceding such Interest Payment Dat�e (the "Regular Record Date" ) . Interest payments shall be r�ceived by the Holder no later than 12 :00 noon, Chicago, I linois, time; and principal and premium payments shall be r�ceived by the Holder no later than 12 :00 noon, Chicago, I linois, time, if the Bond is surrendered for payment en�ugh in advance to permit payment to be made by such time. Any� interest not so timely paid shall cease to be payable toithe person who is the Holder hereof as of the Regular Re�ord Date, and shall be payable to the person who is the Holderihereof at the close of business on a date (the "Special R�ecord Date" ) fixed by the Bond Registrar whenever money beco�nes available for payment of the defaulted interest. Notice of ithe Special Record Date shall be given to Bondholde�{s not less than ten days prior to the Special Record Date. The� principal of and premium, if any, and interest on this Bondiare payable in lawful money of the United States of America. i ;Date of Payment Not Business Day. If �the date for payment o� the principal of, premium, if any, or interest on this Bond � shall be a Saturday, Sunday, legal holiday or a day on which l�anking 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 succeedin day which is not a Saturday, Sunday, legal holiday or a day �n which such banking institutions are authorized to close, an�d payment on such date shall have the same force and effect as� if made on the nominal date of payment. � No Redemption. The Bonds of this issue are not subject t�'o redemption and prepayment prior to their maturity. � Issuance; Purpose; General Obligation. This Bond is one of ar� issue in the total principal amount of $11, 750,000, all of lyke date of original issue and tenor, except as to number, �aturity, interest rate, and denomination, which Bond has been � issued pursuant to and in full conformity with the Constituition and laws of the State of Minnesota, including particul�rly Laws of Minnesota for 1971, Chapter 773 , as amended, � and the Charter of the Issuer, and pursuant to a resoluti�n adopted by the City Council of the Issuer on Februaryil4 , 1989 (the "Resolution" ) , for the purpose of � 9 ; . ��-�a� providing money to finance the acquisition, construction and repair of various capital improvements in the City. This Bond is payabl out of the General Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provid moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the �ull faith and credit and taxinq powers of the Issuer have been and are hereby irrevocably pledged. Denominations; Exchange; Resolution. The Bonds are issuable c�riginally only as Global Certificates in the denominat 'on of the entire principal amount of the issue maturing n a single date. Global Certificates are not exchangea le for fully registered bonds of smaller denominat 'ons except in exchange for Replacement Bonds if then available. Replacement Bonds, if made available as provided below, ar issuable solely as fully reqistered bonds in the denominat 'ons of $5,000 and inteqral multiples thereof of a single ma urity and are exchangeable for fully registered Bonds of ther 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 t e 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 1qcate a substitute depository within two (2) months follc}winq the resignation or determination of non- eligi;bility, or (b) upon a determination by the Issuer in its sole disc�etion that ( 1) the continuation of the book-entry syst m described in the Resolution, which precludes the issua�nce of certificates (other than Global Certificates) to any Holder other than the Depository (or its nominee) , migh� adversely affect the interest of the beneficial owne s of the Bonds, or ( 2) that it is in the best inte�est of the beneficial owners of the Bonds that they be a�ile to obtain certificated bonds. Transfer. This Bond shall be registered in the name of the pa�ee on the books of the Issuer by presenting this � 10 I . ' ��'�'t/��P �.,.,. Bond for r�gistration to the Bond Registrar, who will endorse - his, her o its name and note the date of registration , _ ... �..��.,.W..,r�,.....�.. ; .," �opposite t e riame��of ttie payee�� in the certi"f�icate of ; �;' �°-;'registrati n attached hereto. - Thereafter this Bond ma be� `,transferre Rb� delivery with an assi nment duly xecute�°`�y _.�,...�.�; ',�, �.>:; �, ;. � �.F.w.,,. ,�_.,..�..,,.,.., £he Holder or 3�is`; 'T�er"r'oi�`"i�'s �ega'.J�"'�represen a ives, and the Issuer and� Bond Registrar may treat the Holder as the person exclusivel entitled to exercise all the rights and powers of an owner u til this Bond is presented with such assignment for registrati n of transfer, accompanied by assurance of the nature pro ided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted ereon by the Bond Registrar, all subject to the terms and onditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement ith, or notice to, the Bond Registrar. Transfer of this Bond ay, at the direction and expense of the Issuer, be subject to certain other restrictions if required to qualify this Bond �s being "in registered form" within the meaning of Section 14j9(a) of the federal Internal Revenue Code of 1986, as amended�. jFees upon Transfer or Loss . The Bond Registrar may require p�yment of a sum sufficient to cover any tax or other governmentjal charge payable in connection with the transfer or exchange di this Bond and any legal or unusual costs regarding transfersiand lost Bonds . iTreatment of Registered Owner. The Issuer and Bond Registrarimay treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment a� herein provided (except as otherwise provided with respect td the Record Date) and for all other purposes, whether o�t not this Bond shall be overdue, and neither the Issuer no� the Bond Registrar shall be affected by notice to the contr�ry. �Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security �nless the Certificate of Authentication hereon shall have been,lexecuted by the Bond Registrar. ! Not Qualified Tax-Exempt Obligations. The Bonds have not �een desiqnated by the Issuer as "qualified tax-exemp obligations" for purposes of Section 265(b) (3) of the feder�l Internal Revenue Code of 1986, as amended. I 11 . ��/��° �T IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State c�f Minnesota and the Charter of the Issuer to be done, to h�ppen and to be performed, precedent to and in the issuance o$ this Bond, have been done, have happened and have been perfo ed, in regular and due form, time and manner as required b law, and this Bond, together with all other debts of the Iss er outstanding on the date of original issue hereof and on thejdate of its issuance and delivery to the original purchaser, ldoes not exceed any constitutional or statutory or Charter li�nitation of indebtedness . �N WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City Council has caused this Bond to be sealed ith its official seal and to be executed on its behalf by �he photocopied facsimile signature of its Mayor, attested b�y the photocopied facsimile signature of its Clerk, and counte�signed by the photocopied facsimile signature of its Directbr, Department of Finance and Management Services. I i 12 . ��i-i�� Date of R� istration: Re istrable by: 9 9 Payable at: BOND REGI�TRAR'S CITY OF SAINT PAUL, CERTIFICA E OF RAMSEY COUNTY, MINNESOTA AUTHENTICP�TION This Bond �is one of the Bonds des�ribed in the Resolutio mentioned Mayor within. Attest: ' , City Clerk Bond Regi trar By Countersigneds Authori�ed Signature , Director, Department of Finance and Management Services (SE�) General O�ligation Capital Improvement Bond, Series 1989A, No. R- 13 I . C��r'-�a� CERTIFICATE OF REGISTRATION The translfer of ownership of the principal amount of the attached IBond may be made only by the registered owner or his, her or it legal representative last noted below. � DATE OF SIGNATURE OF REGISTRAT ON REGISTERED OWNER BOND REGISTRAR , 1 � 14 i �-��-i�� ABBREVIATIONS The f llowing abbreviations, when used in the inscription on the fac of this Bond, shall be construed as though they were writt n out in full according to applicable laws or regulation : TEN COM - s tenants in common TEN ENT - s tenants by the entireties JT TEN - a joint tenants with right of survivorship a d not as tenants in common UTMA - � as custodian for ( Cust) (Minor) und�er the Uniform Transfers to Minors Act (State) iAdditional abbreviations may also be used though not in the above list. i � � � � � � � � , 15 . ' ��-ra� ASSIGNMENT F�or value received, the undersigned hereby sells, assigns anc� transfers unto the within Bond and does hereby irr vocably constitute and appoint attorney tc} transfer the Bond on the books kept for the registratic#n thereof, with full power of substitution in the premises . I Dated: I �iotice: The assignor' s signature to this assiqnment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any chanqe whatever. Siqnature Guaranteed: i Signature(�) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major istock exchanges. i�The Bond Reqistrar will not effect transfer of this Bond unless the information concerning the transferee requestedilbelow is provided. Name and A�ddress: ( Include information for all joint owners if the Bond is held by joint account. ) . 16 i . ��q-�� i BI. Replacement Bonds . If the City has notified Holders tha�t Replacement Bonds have been made available as provided in� paragraph 6, then for every Bond thereafter transferredjor exchanged the Bond Registrar shall deliver a certificatej in the form of the Replacement eond rather than the G1oballCertificate, but the Holder of a Global Certificate shall not oltherwise be required to exchange the Global Certif- icate for dne or more Replacement Bonds since the City recog- nizes that some bondholders may prefer the convenience of the Depository' s registered ownership of the Bonds even though the entire iss�e is no longer required to be in global book-entry form. ThelReplacement Bonds, together with the Bond Registrar' � Certificate of Authentication, the form of Assignmentland the registration information thereon, shall be in substant�ially the following form: i i i 17 i , C�-��-�a� iUNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- S jGENERAL OBLIGATION CAPITAL IMPROVEMENT ' BOND, SERIES 1989A INTEREST� MATURITY DATE OF RATE I DATE ORIGINAL ISSUE CUSIP � �� March 1, 1989 REGISTEREDIOWNER: I PRINCIPAL JAMOUNT: DOLLARS TCNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paull, 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, w!ithout Qption of prepayment, in the manner hereinafte�r set forth, the principal amount specified above, on the matlurity date specified above, and to pay interest thereon s�miannually on March 1 and September 1 of each year (each, an !"Interest Payment Date" ) , commencing September 1, 1989, at he rate per annum specified above (calculated on the basis of 360-day year of twelve 30-day months) until the principalisum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which �nterest has been paid or, if no interest has been paid, fro the date of original issue hereof. The principal of and pr mium, if any, on this Bond are payable upon presentat on and surrender hereof at the principal office of , in , (the "Bond Registrar" ) , acting as payinq agent, or any successor paying agent duly appointed by the Issuer. $nterest on this Bond will be paid on each Interest Payment D�te by check or draft mailed ta the person in whose name this Bond is registered (the "Holder" or "Bondholder" ) on the regis�ration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business Pn the fifteenth calendar day precedinq such Interest Payment D�te (the "Regular Record Date" ) . Any interest not so 18 i . ' U1-_-. �-/�� timely pai shall cease to be payable to the person who is the Holder her of as of the Reqular Record Date, and shall be �� payable to the person who is the Holder hereof at the close of business o a date the "S ecial Record Date" fixed b ��e,;., _.. �� ( P ) 9.,X., .; � Bondy Re�is rar whenever money,,be�omes, .,avaiy,l,ab�,�, f,p,r ayment of�"-rv; `� �he de�aul edyinterest. Notice of the S ecial Recor Date 4 '.�hall �� ven to Bondholders not less ;than ten �"s' �'ic�r�"to' b��... --.,�`' �� ,�� ,,.�� ,,,.;, .,,.. the Specia �ecoriiT'Date: `"'�T�ie'��principal of and premium, if any, and i terest on this Bond are payable in lawful money of the United�States of America. �tEFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BO$�1D SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SNALL FOR �iI,L PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. j I aT IS HEREHY CERTIFIED AND RECITED that all acts, conditionsiand things required by the Constitution and laws of the State bf Minnesota and the Charter of the Issuer to be done, to hlappen and to be performed, precedent to and in the isguance olf this Bond, have been done, have happened and have been perfofrmed, in regular and due form, time and manner as required b�Y law, and this Bond, together with all other debts of the Issluer outstanding on the date of oriqinal issue hereof and on thel date of its issuance and delivery to the original purchaser,! does not exceed any constitutional or statutory or Charter lilmitation of indebtedness. !IN WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Milnnesota, by its City Council has caused this Bond to be sealedlwith its official seal or a facsimile thereof and to be execut�d on its behalf by the original or facsimile signature of its Mayor, attested by the oriqinal or facsimile signature �of its Clerk, and countersigned by the oriqinal or facsimile !signature of its Director, Department of Finance and Managemen� Services. I : , 19 � I ��q i�� .: Date of Rec�istration: Registrable by: Payable at: � BOND REGIS RAR'S CITY OF SAINT PAUL, CERTIFICAT OF RAMSEY COUNTY, MINNESOTA AUTHENTICA ION This Bond �.s one of the Bonds desc ibed in the Resolution�mentioned Mayor within. I , Attest: , City Clerk Bond Regis rar , By Countersigned: Authoriz d Signature Director, Department of Finance and Manaqement Services (SEAL) i , , 20 . ; �i��-�� ON REVERSE OF BOND Djate of Payment Not Business Day. If the date for payment of ithe principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which b nking institutions in the City of Chicago, Illinois, r the city where the principal office of the Bond Registrar i�s located are authorized by law or executive order to close, t�hen the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day or� which such banking institutions are authorized to close, and �payment on such date shall have the same force and effect as i�f made on the nominal date of payment. I�o Redemption. The Bonds of this issue are not subject toiredemption and prepayment prior to their maturity. �ssuance; Pur ose; General Obligation. This Bond is one of an ssue in the total principal amount of $11,750,000, all of lik� date of original issue and tenor, except as to number, mal�urity, interest rate, and denomination, which Bond has been i sued pursuant to and in full conformity with the Constituti�n and laws of the State of Minnesota, including particular�y Laws of Minnesota for 1971, Chapter 773, as amended, a�d the Charter of the Issuer, and pursuant to a resolutionjadopted by the City Council of the Issuer on February 1 , 1989 (the "Resolution" ) , for the purpose of providing oney to finance the acquisition, construction and repair of arious capital improvements in the City. This Bond is payablelout of the General Debt Service Fund of the Issuer. This Bond �onstitutes a general obligation of the Issuer, and to providejmoneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the fp11 faith and credit and taxing powers of the Issuer have been Jand are hereby irrevocably pledged. penominations; Exchange; Resolution. The Bonds are issuable splely as fully registered bonds in the denominations of $5,000 nd integral multiples thereof of a single maturity and are e hangeable for full�r registered Bonds of other authorize denominations in equal aggregate principal amounts at the pr'ncipal office of the Bond Registrar, but only in the manner and� subject to the limitations provided in the Resolutior�. Reference is hereby made to the Resolution for a descriptio�n of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bor�d Registrar. 21 I . i ��'-ia� . Tlansfer. This Bond is transferable by the Holder in person o by his, her or its attorney duly authorized in writing at �he principal office of the Bond Registrar upon presentatiot� and surrender hereof to the Bond Registrar, all subject to �the terms and conditions provided in the Resolution and to reasPnable regulations of the Issuer contained in any agreement w th, or notice to, the Bond Registrar. Thereupon the Issuer �hall execute and the Bond Registrar shall authenticat�e and deliver, in exchanqe for this Bond, one or more new fujlly reqistered Bonds in the name of the transferee (but not re istered in blank or to "bearer" or similar designatio ) , of an authorized denomination or denominations, in aggrega e principal amount equal to the principal amount of this Bond, lof the same maturity and bearinq interest at the same rate. Whenever ownership of this Bond should be transferre under any other circumstances or be registered in nominee n e only, the registered owner of the Bond shall, if and to thelextent required to qualify this Bond as being "in registered �form" within the meaninq of Section 149(a) of the federal In ernal Revenue Code of 1986, as amended, and at the direction nd expense of the Issuer, maintain for the Issuer a record of he actual owner of the Bonds . ees u on Transfer or Loss. The Bond Reqistrar may require pa ent of a sum sufficient to cover any tax or other governmenta�l charge payable in connection with the transfer or exchange o$ this Bond and any legal or unusual costs regarding transfers �nd lost Bonds. reatment of Reqistered Owner. The Issuer and Bond Reqistrar �ay treat the person in whose name this Bond is registeredjas the owner hereof for the purpose of receivinq payment as herein provided (except as otherwise provided on the revers� side hereof with respect to the Record Date) and for all ott�er purposes, whether or not this Bond shall be overdue, a�d neither the Issuer nor the Bond Registrar shall be affecte�l by notice to the contrary. �uthentication. This Bond shall not be valid or become obl ga�ory for any purpose or be entitled to any security u�less the Certificate of Authentication hereon shall have been �xecuted by the Bond Reqistrar. �iot Qualified Tax-Exempt Obligations. The Bonds have not b en desiqnated by the Issuer as "qualified tax-exempt obliqations" for purposes of Section 265(b) (3) of the federa� Internal Revenue Code of 1986, as amended. , , 22 , �-�q-i�� ABBREVIATIONS he following abbreviations, when used in the inscriptio on the face of this Bond, shall be construed as though the were written out in full accordinq to applicable laws or requlations: TEN COM - s tenants in common TEN ENT - s tenants by the entireties JT TEN - a joint tenants with right of survivorship a d not as tenants in common UTMA - � as custodian for ( ust) (Minor) und�r the Uniform Transfers to Minors Act ' (State) dditional abbreviations may also be used ' though not in the above list. � 23 I . � ��-�.�� ASSIGNMENT For value received, the undersigned hereby sells, assigns an�l transfers unto the within Bond and does hereby irr vocably constitute and appoint attorney t� transfer the Bond on the books kept for the registrati�n thereof, with full power of substitution in the premises. Dated: INotice: The assignor' s siqnature 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 �uaranteed: Signature(�) must be guaranteed by a national bank or trust company or 'by a brokeraqe firm havinq a membership in one of the major s�tock exchanqes. �he Bond Registrar will not effect transfer of this Bond unlessi the information concerning the transferee requested b�elow is provided. Name and Ac�dres s: ( Include information for all joint owners ' if the Bond is held by joint account. ) I _ 24 , , • �J ��.,��. . (� � i � 1�0. Execution. The Bonds shall be executed on behalf of �he City by the signatures of its Mayor, Clerk and • Director, �epartment of Finance and Management Services, each with the e fect noted on the forms of the Bonds, and be sealed with the s al of the City; provided, however, that the seal of the City m y be a printed or photocopied facsimile; and provided f rther that any of such signatures may be printed or photocopie facsimiles and the corporate seal may be omitted on the Bon s as permitted by law. In the event of disability or resigna ion or other absence of any such officer, the Bonds may be sig ed by the manual or facsimile signature of that officer wh� may act on behalf of such absent or disabled officer. �n case any such officer whose signature or facsimile pf whose signature shall appear on the Bonds shall cease to b�e such officer before the delivery of the Bonds, such signa�ture or facsimile shall nevertheless be valid and sufficient�� for all purposes, the same as if he or she had remained i,�n office until delivery. �il . Authentication; Date of Registration. No Bond shall be v�alid or obligatory for any purpose or be entitled to any securi�ty or benefit under this resolution unless a Certificat$e of Authentication on such Bond� substantially in the form l�ereinabove set forth, shall have been duly executed by an autt�orized representative of the Bond Reqistrar. Certifica$es of Authentication on different Bonds need not be signed by,' the same person. The Bond Reqistrar shall authenti- cate the $ignatures of officers of the City on each Bond by execution� of the Certificate of Authentication on the Bond and by insert�ing as the date of registration in the space provided the date on which the Bond is authenticated. For purposes of deliverin� the original Global Certificates to the Purchaser, the Bond �teqistrar shall insert as the date of registration the date {�f original issue, which date is March 1, 1989 . The Certifica�te of Authentication so executed on each Bond shall be concluisive evidence that it has been authenticated and delivered' under this resolution. ; 12 . Registration; Transfer; Exchanqe. The City will cau�e to be kept at the principal office of the Bond RegistraQ a bond reqister in which, subject to such reasonable regulatic�ns as the Bond Registrar may prescribe, the Bond Registra� shall provide for the reqistration of Bonds and the registrat�ion of transfers of Bonds entitled to be reqistered or trans�erred as herein provided. ; A Global Certificate shall be registered in the name of the p$yee on the books of the Bond Registrar by presenting 25 . � i �� '�� the Global �ertificate for re istration to the Bond Re istrar 9 9 . who will endorse his or her name and note the date of regi- stration op�osite the name of the payee in the certificate of registratio� on the Global Certificate. Thereafter a Global Certificateimay be transferred by delivery with an assiqnment duly execut�ed by the Holder or his, her or its legal repre- sentative, �and the City and Bond Registrar may treat the Holder as t�he person exclusively entitled to exercise all the rights andipowers of an owner until a Global Certificate is presented v�ith such assignment for registration of transfer, accompaniec� by assurance of the nature provided by law that the assign�ent is genuine and effective, and until such transfer i� registered on said books and noted thereon by the Bond Regist�rar, all subject to the terms and conditions provided ir� the Resolution and to reasonable regulations of the City c�ntained in any agreement with, or notice to, the Bond Regisicrar. �ransfer of a Global Certificate may, at the direction �nd expense of the City, be subject to other restrictio�s if required to qualify the Global Certificates as being "in �eqistered form" within the meaning of Section 149(a) of �he federal Internal Revenue Code of 1986, as amended. Upon surrender for transfer of any Replacement Bond at the pri�cipal office of the Bond Reqistrar, the City shall execute ( i;f necessary) , and the Bond Registrar shall authentica�te, insert the date of registration (as provided in paragraphill) of, and deliver, in the name of the desiqnated transferee� or transferees, one or more new Replacement Bonds of any aut�horized denomination or denominations of a like aggreqate ;principal amount, havinq the same stated maturity and inter�kst rate, as requested by the transferor; provided, however, tihat no bond may be reqistered in blank or in the name of "�earer" or similar desiqnation. Whenever ownership of any Re�lacement Bonds should be transferred without surrender ,of the Replacement Bond for transfer or should be registere in nominee name only, the registered owner of the Replaceme�t Bond ahall, if and to the extent required to preserve �he exclusion from qross income of the interest on the Bonds� and at the direction and expense of the City, maintain �or the City a record of the actual owner of the Replaceme�t Bond. ; At the option of the Holder of a Replacement Bond, Replaceme t Bonds may be exchanqed for Replacement Bonds of any autho,�ized denomination or denominations of a like . I 26 � ; � 1 . , � ��y-_ia� � � aggregate p�incipal amount and stated maturity, upon surrender of the Repl�cement Bonds to be exchanged at the principal office of tihe 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 o� registration of, and deliver the Replacement Bonds which the older making the exchange is entitled to receive. Global Cer�ificates may not be exchanged for Global Certificat�s of smaller denominations. �11 Bonds surrendered upon any exchange or transfer provided f�r in this resolution shall be promptly cancelled by the Bond R�qistrar and thereafter disposed of as directed by the City. i �,11 Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencinq�ithe same debt, and entitled to the same benefits under thisjresolution, as the Bonds surrendered for such exchange oir transfer. �very Bond presented or surrendered for transfer or exchange s�all be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,jduly executed by the holder thereof or his, her or its attorn,�y duly authorized in writinq. �he Bond Reqistrar may require payment of a sum sufficien to cover any tax or other governmental charqe payable ir� connection with the transfer or exchange of any Bond and ainy leqal or unusual costs reqardinq transfers and lost Bonds�. iTransfers sha�ll also be subject to reasonable regulatior�s of the City contained in any agreement with, or notice to� the Bond Registrar, includinq regulations which permit th� Bond Registrar to close its transfer books between record dai�es and Fayment dates. � 13. Rights Upon Transfer or Exchange. Each Bond deliverediupon transfer of or in exchanqe for or in lieu of any otheriBond shall carry all the rights to interest accrued and unpai�i, and to accrue, which were carried by such other Bond. ! 4 . • . Interest on an 1 Interest Payment, Record Date y Global Ce�rtificate shall be paid as provided in the first paragraph� thereof, and interest on any Replacement Bond shall _ � 27 i �� Date b check or draft mailed be paid on each Interest Payment y to the pers�n in whose name the Bond is registered (the "Holder" ) o the registration books of the City maintained by the Bond Re istrar, and in each case at the address appearing thereon at �he close of business on the fifteenth ( 15th) calendar day preceding such Interest Payment Date (the "Regular Re�ord Date" ) . Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as pf the Regular Record Date, and shall be payable to the person �aho is the Holder thereof at the close of business on a date (jthe "Special Record Date" ) fixed by the Bond Registrar w�enever money becomes available for payment of the defaulted i�terest. Notice of the Special Record Date shall be given by� the Bond Registrar to the Holders not less than ten ( 10) da�ys prior to the Special Record Date. L5 . Holders; Treatment of Registered Owner; Consent of Holders .� (A) Ror the purposes of all actions, consents and other matters af�ecting Holders of the Bonds, other than payments, redemption , and purchases, the City may (but shall not be obligated tto) treat as the Holder of a Bond the beneficial owner of tt�e Bond instead of the person in whose name the Bond is registe�ed. For that purpose, the City may ascertain the identity o� the beneficial owner of the Bond by such means as the Bond R�gistrar in its sole discretion deems appropriate, including but not limited to a certificate from the person in whose nameithe Bond is registered identifying such beneficial owner. (B) �he City and Bond Registrar may treat the person in whose name, any Bond is registered as the owner of such Bond for the pu�pose of receiving payment of principal of and premium, iif any, and interest (subject to the payment provisionsi in paragraph 14 above) on, such Bond and for all other purpioses whatsoever whether or not such Bond shall be overdue, �nd neither the City nor the Bond Registrar shall be affected by notice to the contrary. (C) ;Any consent, request, direction, approval, objection or other �nstrument to be signed and executed by the Holders may be in !any number of concurrent writings of similar tenor and must l�e signed or executed by such Holders in person or by agent app�inted in writing. Proof of the execution of any such cons�nt, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the owner�hip of Bonds, if made in the following manner, shall i 28 : , �� be sufficie�t for any of the purposes of this Resolution, and shall be co�clusive in favor of the City with regard to any action take by it under such request or other instrument, namely: i i ( 1) The fact and date of the execution by any personiof any such writing may be proved by the certifjicate of any officer in any jurisdiction who by law has po�wer to take acknowledgments within such juris iction that the person signing such writing ackno�ledged before him the execution thereof, or by an affidalvit of any witness to such execution. (j2) Subject to the provisions of subparagraph (A) above� the fact of the ownership by any person of Bonds and tl�e amounts and numbers of such Bonds, and the date of th� holding of the same, may be proved by reference to the b�nd register. 16 . Deliverv; Application of Proceeds. The Global Certificat�s when so prepared and executed shall be delivered by the Dir ctor, Department of Finance and Management Services, to the Purchaser upon receipt of the purchase price, and the Pu�chaser shall not be obliged to see to the proper applicatio� thereof. �7 . Fund and Account. There is hereby created a special ac�ount to be designated the "Capital Improvement Bonds of 11989 Account" (the "Account" ) to be administered and .�,-�' maintainediby the City Treasurer as a bookkeeping account -:%' separate aind apart from ,all�„o�her ._3c.coun�ts :.maintained_ir�.--th '�of"ficial financial �records of the City. There has een .,. , �`"`'1�ex�to�or� created and established_ �.�,.�.._.Ger,��.1.�,..R. 5ervice Fund (numl�ered ��95�0,� herein the� "Fund" ) . The Fund and the Account sl�all each be maintained in the manner herein specified ;until all of the Bonds and the interest thereon have been fully� paid. ( i) Account. To the Account there shall be !credited the proceeds of the sale of the Bonds, less ;accrued interest received thereon, and less any iamount paid for the Bonds in excess of $11,609,000. ! From the Account there shall be paid all costs and � expenses of making the Improvements, including the icost of any construction contracts heretofore let � and all other costs incurred and to be incurred of ; the kind authorized in Minnesota Statutes , Section � 475 . 65; and the moneys in the Account shall be used 29 I �� fa�r no other purpose except as otherwise provided by la,�a; provided that the proceeds of the Bonds may aljso be used to the extent necessary to pay interest or� the Bonds due prior to the anticipated date of c mmencement of the collection of taxes herein c venanted to be levied; and provided further that i upon completion of the Improvements there shall r�main any unexpended balance in the Account, the b lance may be transferred by the Council to the f nd of any other improvement instituted pursuant t Laws of Minnesota for 1971, Chapter 773, as a�ended, or to the Fund. All earnings on the Ac�count shall be transferred to the Fund. ( ii) Fund. There is hereby pledged and there sl�all be credited to the Fund, to a special sinking f�nd account which is hereby created and established tl�erein for the payment of the Bonds: (a) all a�crued interest received upon delivery of the Bc�nds; (b) all funds paid for the Bonds in excess of $11,609,000; (c) any collections of all taxes which . a�e herein levied for the payment of the Bonds and i terest thereon as provided in paragraph 18; (d) a 1 funds remaining in the Account after completion o the Improvements and payment of the costs thereof, not so transferred to the account of a�other improvement; and (e) all investment e rnings on moneys held in said special account in t�e Fund or on moneys held in the Account. - Said special account created in the Fund shall be used . solely to p�ay the principal and interest and any premiums for redemption of the Bonds and any other bonds of the City heretofore br hereafter issued by the City and made payable from said s�eaial account in the Fund as provided by law, or to pay any �rebate due to the United States . No portion of the proceeds of the Bonds (and any other obligations treated as one issue w�ith the Bonds) shall be used directly or indirectly to acquire Ihigher yielding investments or to replace funds which werejused directly or indirectly to acquire higher yielding ir�vestments, except ( 1) for a reasonable temporary period unti;l such proceeds are needed for the purpose for which the �onds (and such other obligations) were issued, and (2 ) in add3ltion to the above in an amount not greater than $100,000. �To this effect, any proceeds of the Bonds (and such other oblic�ations) and any sums from time to time held in the Account orlsaid special account in the Fund (or any other City account wh�lch will be used to pay principal or interest to . 30 . , ��q-�a� become due ori the bonds payable therefrom) in excess of amounts which under then-applicable federal arbitrage regulations �ay be invested without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments �fter taking into account any applicable "temporary p riods " or "minor portion" made available under the federal �irbitrage regulations . In addition, the proceeds of the Bonds and money in the Account or the I'und shall not be invested in bligations or deposits issued by, guaranteed by or insured b� the United States or any agency or instrumen- tality there�f if and to the extent that such investment would cause �he Bonds to be "federally guaranteed" within the meaning of S ction 149 (b) of the federal Internal Revenue Code of 1986 , as �mended ( the "Code" ) . 18 . Tax Levy; Coverage Test . To provide moneys for payment of t e principal and interest on the Bonds there is hereby levie� upon all of the taxable property in the City a direct annua ad valorem tax which shall be spread upon the tax rolls an�l collected with and as part of other general property tax�s in the City for the years and in the amounts as follows : Year of Tax Year of Tax Levy� Collection Amount 1988 1989* 51,689 , 109* 1989� 1990 1,737 ,803 1990 1991 1,753,422 1991 1992 1,737, 672 1992 1993 1,744 , 208 1993 1994 1,744, 995 1994 1995 1,739, 995 1995 1996 1,729,009 1996 1997 1,738, 328 1997 1998 1,739 , 798 *heretofore levied or provided from other available City funds TY�e tax levies are such that if collected in full they, togett{er with estimated collections of any other revenues he ein pledged for the payment of the Bonds, will produce at ]�east five percent ( 5�) in excess of the amount needed to meet when due the principal and interest payments on the Bonds . IThe tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City reserv�s the right and power to reduce the levies in the I 31 I . . GI,� �q-/�� '� manner and t�o the extent permitted by Minnesota Statutes, Section 475.,61, Subdivision 3 . l� . General Obliqation Pledge. For the prompt and full paymen of the principal and interest on the Bonds, as the same re�pectively become due, the full faith, credit and taxing powe s of the City shall be and are hereby irrevocably pledged. I the balance in the Fund (as defined in paragraph 17 hereof) s ever insufficient to pay all principal and interest th n due on the Bonds payable therefrom, the deficiency hall be promptly paid out of any other funds of the City wh ch are available for such purpose, including the general fun of the City, and such other funds may be reimbursed �ith or without interest from the Fund when a sufficient alance is available therein. 2 . Certificate of Registration. The Director, Department �f 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 info�ation as the County Auditor shall require, and to obtain the ounty Auditor' s certificate that the Bonds have been entere� in the County Auditor' s Bond Register, and that the tax lev required by law has been made. 2 . Records and Certificates . The officers of the City are he�eby authorized and directed to prepare and furnish to he 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 fina�cial condition and affairs of the City, and such other affid vits, certificates and information as are required to show the� facts relating to the legality and marketability of the Bond�s as the same appear from the books and records under their custody and control or as otherwise known to them, and all suc� certified copies, certificates and affidavits, including a y heretofore furnished, shall be deemed represen- tations of he City as to the facts recited therein. 2 . Nectative Covenant as to Use of Proceeds and IJarovement . The City hereby covenants not to use the proceeds of the eonds or to use the Improvements, or to cause or permit them or any of them to be used, or to enter into any deferred pa�ent arrangements for the cost of the Improve- ments, in s ch a manner as to cause the Bonds to be "private activity bo ds" within the meaning of Sections 103 and 141 through 150�of the Code. 32 I . � C�,��a�� 23I. Tax-Exempt Status of the Bonds; Rebate. The City shall cbmply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Sectio 103 of the Code of the interest on the Bonds, including wi hout limitation requirements relating to temporary pe�iods for investments, limitations on amounts invested at � yield greater than the yield on the Bonds, and the rebate o excess investment earnings to the United States . 24. No Designation of Qualified Tax-Exempt Obligations . The Bonds exceed in amount those which may be qualified as "qualified tax-exempt obligations" within the meaning of S ction 265(b) ( 3) of the Code, and hence are not designated f�r such purpose. 25I�. Depository Letter Agreement. The Depository Letter Agree ent is hereby approved, and shall be executed on behalf of th� City by the Mayor, Treasurer and Director, Department o Finance and Management Services, in substantiall the form approved, with such changes, modification , additions and deletions as shall be necessary and appropri�te and approved by the City Attorney. Execution by such offi ers of the Depository Letter Agreement shall be conclusive e�idence as to the necessity and propriety of changes and heir approval by the City Attorney. So long as Midwest Secu�ities. Trust Company is the Depository or it or its nominee �s the Holder of any Global Certificate, the City shall comply with the provisions of the Depository Letter Aqreement, a it may be amended or supplemented by the City from time to�time with the agreement or consent of Midwest Securities T�ust Company. , I 33 '; � WHITE - CITV CIERK � � PINK - FINANCE COUnC1I CANARV - DEPARTMENT ' G I TY OF SA I NT PAU L File NO. ��f/�� BLUE - MAVOR Council Resolution Presented By Referred To Committee: Date Out of Committee Byl Date 26. I Severability. If any section, paragraph or provision �f this resolution shall be held to be invalid or unenforceal�le for any reason, the invalidity or unenforce� ability of su�h section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 27. Headings. Headings in this resolution are included for c�onvenience of reference only and are not a part hereof,l and shall not limit or define the meaning of any provisi�on hereof. i COUNCIL MEMBERS Requested by Department of: Yeas Nays I nimond Finance and Ma.nagement Services �ng !� In Favor - — Goswitz I 1 Rethnan � B �� 1 �he1�� _ Against Y Sonnen Wilson l��g � � 1989 Form Approved 'ty Atto ey Adopted by Council: Date � �-6-� Certified Pa• ouncil re BY sy t�i'�'`� Approv Mavor. Date I' ��EB � �i 1989 Appr ved by ayor for Submission to Co ncil ' By /� �, . � ._ �9a� �11BL1S�iED I� � -� iJ U ,�� =5 �'��' /°�� r� y � SPRINGST�D /�� , �� „ PUBLIC FINANCE ADVI�SORS /�� 85 East Seventh Place,Syite 100 Saint Paul,Minnesota 551Q1•2143 612•2233000 i Fax:612•223�3002 i - Februar 13 19�9 Y , Mr. Eugene Sch Iler, Director Department of inance & Management Services 365 City Hall � Saint Paui, MN� 55102 Dear Mr. Schilller: We have revie ed the proposals received for the City of Saint Paul's 1989 general obligation capi�tal financing program. The best proposal received on each issue is shown below t�gether with the Springsted estimate prepared at the time these issues were original IyI structured in December, I 988. Estimate Actual Interest Interest Issue i NIC Cost NIC Cost $I 1,750,000 CIjP Series A � 7.03% $4,992, 114 6.9304°�O $4,918,900.00 $2,000,000 Sp�cial Assessment�, Series B 7.459'0 $I ,646,638 7. I 929% $I ,589,637.50 �5,000,000 Co�-no Conservatony, Series C 7.03% $2,060,775 6.9339% $ 2,031 ,650 $5,500,000 Warner/Shepard Road, Serie$ D 7.03% $2,329,765 6.9312% $ 2,295,630 $2,275,000 Crbss Over Refunding ; 6.36% $ 364,050 6.799345% $ 389,262.50 8ased on mar�Cet conditions at the time of sale we believe the proposals received on the Series A,iB, C, and D issues are competitive and acceptable and we recommend the sale of �II the issues be awarded to the bidding syndicate headed by Piper, Jaffray, & Hbpwood. We have attached a bid tabulation which shows the syndicate head for eacF� proposal by issue. Th� long-terrjn Bond Buyer's Index on Monday, February 13, was 7.38%, up 9 points from the preWious week. That upward revision was caused in part by concern over the expanding ecpnomy and the fear that interest rates would continue to increase over the near term. The current BBI compares with a 7.50% rate in late December, 1938 when these i�sues were first structured. Indiana Office: Wisconsin Office: 251 North Illinois Street,Suite 1510 500 Elm Grove Road,Suite 101 Indianapolis,Indiana 46204•1942 Elm Grove,Wisconsin 53122•0037 317•237•3636 414•782•8222 Fax:317•237•3639 Fax:414•782•2904 . • Cit of Saint P ul Minnesota Y � February 13, I 89 Page 2 j Short-term int rest rates have increased dramatically over the past week, spurred in part by the de�sion by most major banks on Friday, February IOth to raise the prime rate from IO.Sp% to I I.00%. Those short-term rate increases adversely affected the $2,275,000 cro s-over refunding issue, Series E. However, the rates actually received will produce a gross net interest savings of $75,775, with a present value of $66,171. This present v lue exceeds by $I o,17 I the city's minimum requirement of $50,000 for a general obli�ation present value savings. The higher rates permitted a reduction in the size of thel final issue to $2,265,000. As a result w recommend the City Council award the sale of the $2,265,000 General Obligation Cr ss-Over Refunding Bonds to the First National Bank of Chicago at a net interest ra e of 6.799429%, with a total interest cost of $387,227.50. We enjoyed w Irking with you and your staff on these issues and wish to specifically thank Mr. Gar� Norstrem and Ms. Shirley Davis for their substantial assistance. If you have an� questions about the bidding results, please feel free to contact me. ruly you�-, � obert D. Pul cher President, Chi�ef Executive Officer mjt Attachments � , . SPRINGS�'ED �� „ PUBLIC FINANCE A�VISORS 85 East Seventh Place,ISuite 100 Saint Paul,Minnesota 56101•2143 612•223•3000 Fax:612•223•3002 $11,750,000 CITY OF SAINT PAUL, MINNESOTA GENERAIL OBLIGATION CAPITAL IMPROVEMENT BONDS, SERIES 1989A AWARD: , PIPER, JAFFRAY & HOPWOOD INCORPORATED SALE: February 13, 1989 Moody's Rating: Aa I Standard & Poor's Rating: AA+ Net Interest Bidder I Price Cost & Rate PIPER, JAFFRAY& HOPI�VOOD $11,609,000.00 $4,918,900.00 INCORPORATED I (6.9304%) -And Associates- CHASE SECURITIES, IN�. $11,610,731.75 $4,922,905J5 -And Associates- (6.9361%) BLUNT ELLIS & LOEWI, �NC. $11,614,649.50 $4,952,050.50 -And Associates- (6.9771%) THE NORTHERN TRUSI� COMPANY $11,614,875.00 $4,964,975.00 -And Associates- (6.995%) MERRILL LYNCH CAPIT�IL MARKETS $11,609,011.75 $4,965,750.75 -And Associates- '� � (6.996479%) FIRST CHICAGO CAPITI�L MARKETS $11,609,082.00 $4,981,193.00 INC. I (7.018236%) -And Associates- CHEMICAL SECURITIE�, INC. $11,609,025.00 $5,002,937.50 (7.048872%) CITICORP SECURITIES IMARKETS, INC. $11,609,000.00 $5,093,700.00 (7.1767%) ----------------------------------�------------------------------------------------------------------------------------------------------------------------------- These bonds are being reoffered at par. I BBI: 7.38 Average Maturity: 6.02 Years Indiana Office: N,�isconsin Office: 251 North Illinois Street,Suite 1510 500 Elm Grove Road,Suite 101 Indianapolis,Indiana 46204•1942 Elm Grove.Wisconsin 53122•0037 317•237•3636 414•782•8222 Fax:317•237�3639 Fax:414•782•2904 I „ SPRINGS�ED „ PUBUC FINANCE A�VISORS 85 East Seventh Place,ISuite 100 Saint Paul,Minnesota 5�101•2143 612�223�3000 Fax:612•223•3002 . $2�000�� CITY OF SAINT PAUL, MINNESOTA GENERAL OBLIGATION STREET IMPROVEMENT SPECIAL ASSESSMENT BONDS, SERIES 1989B AWARD: I PIPER, JAFFRAY & HOPWOOD, INCORPORATED SALE: I February 13, 1989 Moody's Rating: Aa Standard & Poor's Rating: AA+ Interest Net Interest Bidder � Rates Price Cost & Rate PIPER, JAFFRAY & HOP�IVOOD, 8.00% 1991-1995 $2,000,000.00 $1,589,637.50 INCORPORATED 7.50% 1996 (7.1929%) -And Associates - 6.75% 1997 6.80% 1998 6.90% 1999 6.95% 2000 7.00% 2001-2002 7.05°� 2003 7.10% 2004-2005 7.20°� 2006-2007 7.25% 2008-2010 BLUNT, ELLIS & LOEWI,� 8.25% 1991-1994 $2,000,124.50 $1,607,513.00 INCORPORATED I 7.90% 1995 (7.2738%) - And Associates - 6.80% 1996 6.90% 1997-1998 7.00% 1999-2000 7.10% 2001-2002 7.20% 2003 7.25% 2004 ' 7.30% 2005-2010 (continued) Indiana Office: Wisconsin Office: 251 North Illinois Street,Suite 1510 SJO Elm Grove Road,Suite 101 Indianapolis,Indiana 46204•1942 Elm Grove,Wisconsin 53122�0037 317•237•3636 414•782•8222 Fax:317�237�3639 Fax 414•782•2904 I Interest Net Interest Bidder Rates Price Cost& Rate THE NORTHERN TRUST COMPANY 8.25% 1991-1994 $2,000,045.00 $1,612,117.50 -And Associates - 7.87°�6 1995 (7.294%) 6.80% 1996 6.85°k 1997 6.90% 1998 6.95% 1999 " 7.00°� 2000 7.10% 2001 7.15% 2002 7.20°� 2003 7.25% 2004 7.30% 2005-2006 7.35% 2007-2008 7.40% 2009-2010 ----------------------------------------------------------------------------------------------------------------------------------------------------------------- REOFFERING SCHEDULE OF THE PURCHASER Rate Year Yield 8.00% 1991 6.50% 8.00% 1992 6.50% 8.00% 1993 6.55% 5.00% 1994 6.60°� 8.�96 1995 6.65% 7.50°k 1996 6.70% 6.75% 1997 Par 6.80°� 1998 Par 6.90% 1999 Par 6.95°� 2000 Par 7.00% 2001 Par 7.00% 2002 Par 7.05% 2003 Par 7.10% 2004 Par 7.10°� 2005 Par 7.20� 2006 Par 7.20% 2007 Par 7.25% 2008 Par 7.25°k 2009 Par 7.25°�6 2010 Par BBI: 7.38 Average Maturity: 11.05 years � � I ; '�� SPRING�TED PUBUC FINANCEI ADVISORS 85 East Seventh PI e,Suite 100 Saint Paul,Minneso�55101•2143 612•223•3000 Fax:612•223•3002 $5,000,000 CITY OF SAINT PAUL, MINNESOTA GENEF�AL OBLIGATION COMO CONSERVATORY BONDS, SERIES 1989C AWARD: PIPER, JAFFRAY& HOPWOOD INCORPORATED SALE: February 13, 1989 Moody's Rating: Aa Standard & Poor's Rating: AA+ I -- Interest Net interest Bidder Rates Price Cost & Rate PIPER, JAFFRAY& HOPIWOOD 6.50% 1990-1992 $4,940,000.00 $2,031,650.00 -And Associates- I 6.55% 1993 (6.9339%) 6.60% 1994 6.65% 1995 6.70% 1996 6.75% 1997 6.80% 1998 6.90% 1999 BLUNT, ELLIS & LOEWI,j 6.30% 1990 $4,943,006.00 $2,044,219.00 INCORPORATED 6.40% 1991 (6.9768%) -And Associates- � 6.50% 1992 6.60% 1993 6.70% 1994 6.75% 1995 6.80% 1996-1997 ' 6.90% 1998-1999 MERRILL LYNCH CAPIT/�L MARKETS 6.50% 1990-1992 $4,940,004.50 $2,050,908.00 -And Associates- I (6.999686%) i 6.60% 1993 6.70% 1994 6.80% 1995-1996 - 6.875°/a 1997-1999 - (Continued) - - Indiana Office: Wisconsin Office: 251 North Illinois Street,Suite 1510 500 EIm Grove Road,Suite 101 Indianapolis,Indiana 46204•1942 Elm Grove,Wisconsin 53122•0037 317•237•3636 414•782•8222 Fax:317•237•3639 Fax:414•782•2904 _ _ I . . Irrterest Net Interest Bidder j Rates _ Price Cost & Rate NORTHERN TRUST COIV�PANY 6.30% 1990 $4,940,500.00 $2,052,050100 -And Associates- � 6.40% 1991 (7.003%) 6.50°� 1992 6.60% 1993 6.70% 1994 6.75% 1995 6.80% 1996 � 6.85°� 1997 � 6.90°� 1998 6.95% 1999 FIRST CHICAGO CAPIT/�L MARKETS, 6.60°� 1990-1993 $4,940,836.75 $2,056,713.25 INC. ! 6.70% 1994 (7.019499%) -And Associates- 6.80%a 1995-1996 6.90% 1997-1999 CITICORP SECURITIES �11IARKETS, INC. 6.40% 1990 $4,940,000.00 $2,103,075.00 -And Associates- 6.50% 1991 (7.1777%) 6.60% 1992 6.70% 1993 6.80% 1994 6.90% 1995 7.00% 1996 7.05% 1997 7.10% 1998 7.15% 1999 ------- ------------ -�--_-- _____ ----------------------_______ ___---------_____------------- These bonds are being reoffered at par. BBi: 7.38 Average Maturity: 6.02 Years - - _ _ - - - - - i rJ SPRINGSfTED „ PUBLIC FINANCE ApVISORS 85 East Seventh Place Suite t00 Saint Paul,Minnesota�5101•2143 612•223•3000 Fax:612•223•3002 ' ' $5,500,000 . CITY OF SAINT PAUL GENERA�OBLIGATION WARNER/SHEPARD ROAD BONDS, SERIES 1989D � AWARD: PIPER, JAFFRAY& HOPWOOD INCORPORATED SALE: February 13, 1989 Moody's Rating: Aa Standard & Poor's Rating: AA+ interest Netinterest Bidder I Rates Price Cost & Rate PIPER, JAFFRAY & HOP'�JVOOD INC. 6.50°� 1990-1992 $5,434,000.00 $2,295,630.00 -And Associates- 6.55% 1993 (6.9312%) 6.60% 1994 6.65°k 1995 6.70% 1996 6.75% 1997 I 6.80% 1998 6.90°� 1999 BLUNT, ELLIS & LOEWI,I 6.30°�6 1990 $5,436,745.65 $2,310,884.35 INCORPORATED 6.40% 1991 (6.9773%) -And Associates- I 6.50°� 1992 i 6.60°� 1993 6.70% 1994 6.75% 1995 6.80°� 1996-1997 6.90% 1998-1999 MERRILL LYNCH CAPITI L MARKETS 6.50% 1990-1992 $5,434,018.75 $2,317,445.00 -And Associates- � 6.60% 1993 (6.997117%) 6.70% 1994 6.80°� 1995-1996 6.875% 1997-1999 (Continued) 'I Indiana Office: Wisconsin OffiCe: 251 North Illinois Street,Suite 1510 500 Elm Grove Road,Suite 101 Indianapolis,Indiana 46204•1942 Elm Grove.Wisconsin 53122�0037 317•237•3636 414•782•8222 ' Fax:317�237•3639 Fax 414•782•2904 (rrterest Net Interest Bidder Rates Price Cost & Rate NORTHERN TRUST COMPANY 6.30�0 1990 $5,434,550.00 $2,319,245.00 -And Associates- 6.40°� 1991 (7.002%) 6.50% 1992 6.60% 1993 _ 6.70°� 1994 6.75% 1995 6.80°� 1996 6.85% 1997 6.90% 1998 6.95% 1999 FIRST CHICAGO CAPITAL MARKETS 6.60°� 1990-1993 $5,434,107.30 $2,324,617.70 INCORPORATED 6.70% 1994 (7.018773%) -And Associates- 6.80% 1995-1996 6.90% 1997-1999 CITICORP SECURITIES MARKETS, INC. 6.40% 1990 $5,434,000.00 $2,377,150.00 -And Associates- 6.50% 1991 (7.1773%) 6.60% 1992 6.70°r6 1993 6.80°� 1994 6.90°�6 1995 7.00% 1996 7.05°� 1997 7.10°� 1998 7.15% 1999 ------------------------------------------------------------------------------------------------------------------------------------------------------------------ These Bonds are being reoffered at par. BBI: 7.38 Average Maturity: 6.02 Years � SPRINGS ED ,- PUBLIC FINANCE A VISORS 85 East Seventh Place,Suite 100 Saint Paul,Minnesota 5 101•2143 612•223•3000 Fax:612•223•3002 $2,275,000* , CITY OF SAINT PAUL, MINNESOTA GENERAL OBLIiGATION CAPITAL IMPROVEMENT REFUNDING BONDS, SERIES 1989E AWARD: FIRST CHICAGO CAPITAL MARKETS, INCORPORATED SALE: February 13, 1989 Moody's Rating: Aa Standard & Poor's Rating: AA+ � Interest Netlnterest Bidder '� Rates Price Cost & Rate FIRST CHICAGO CAPITA MARKETS 6.40% 1991 $2,255,662.50 $389,262.50 INCORPORATED 6.50�0 1992 (6.799345°�) -And Associates - BLUNT, ELLIS & LOEWI, 6.40% 1991 $2,254,752.50 $390,172.50 INCORPORATED 6.50°� 1992 (6.8152°�) -And Associates - �', PIPER, JAFFRAY & HOPV1'IOOD, 6.50% 1991 $2,255,662.50 $391,462.50 INCORPORATED 6.50°� 1992 (6.8377%) - And Associates - MERRILL LYNCH CAPITAI� MARKETS 6.40% 1991 $2,252,250.00 $392,675.00 - And Associates - ' 6.50% 1992 (6.858952%) CITICORP SECURITIES MIARKETS, 6.50% 1991 $2,254,525.00 $396,125.00 INCORPORATED 6.60% 1992 (6.9192%) -And Associates - � SHEARSON LEHMAN HU ON, 7.25% 1991 $2,252,250.00 $439,575.00 INCORPORATED 7.30% 1992 (7.6781%) ------------------------------------- ---------------------------------------------------------------------------------------------------------------------------- These Bonds are being reoffered at par. I� BBI: 7.38 �' Average Maturity: 2.52 years * Subsequent to bid op�ning, the issue size was decreased to $2,265,000, with the $10,000 reduction being made in the the 1992 I�naturity. The adjusted N.I.C. is 6.799429°k, based on an adjusted net interest cost of$387,227.50. Indiana Office: Wisconsin Office: 251 North Illinois Street,Suite 1510 500 Elm Grove Road,Suite 101 Indianapolis,Indiana 46204•1942 Elm Grove,Wisconsin 53122•0037 317•237•3636 414•782•8222 Fax:317•237•3639 Fax:414•782•2904 ... .. �F�E-L_-l'=�=� -- - � --� , :�� _-=_ .. =,=C�°= F?,�. . . I�... .. . . . =------�=--=' F. -- s'r.HC.►�s�p�S c�:+r��gK � dE►Cti�16 il1 the LMA ver th3t;H�E�-yFBt pgt�OC wi,h lOSSes ol 0'�CC.�1, z987'.0�Srase IiC��O�!!S@tS.4�?"�C3�C9 USed i0 i.aa%:nowever,cne ct+arge behrree� �956-1987 w3s�n!y prepey ceot cr pro��Ca supac*t'o;t�e gene�a�+u�� 0.i 9�0.Another pos��ive f3CtOr is;t18i 1�yr9uke9 Cc7untY's iabor � iptCA 9xpanded 59�i�u!ing 1986-�99'. ��At.Co�pIOC w�th NON OttuCtUt�:�+e ser�es 798914 r.otes are securea by an�r- � flrCwi�in em0�oym�nt.n�5 brourht tht u�prn��0ymgr�t rate ravocabie pleCce of t'�29;ene�a�t�nC revenvos collec;aC!rom down to 5.6R�o.tt►e we3t�t has Leen s�rCe th9 late 79?Os !,I- F�b. �4 mrougn�ec.3�, 1989."'�s�i�on,Cn or Def:rs Oac. ' ;hougn Sa�ns�+bo 3rrCl0ymerN 8nd Isbo►torC4 have been 29. 19E9.the ci,y vviA inevocaCly�,eROS�t w,�'�tM ttustve tun�s ; mOCest.th9y�6A@C th9 3�ea e:o�omy'S r�Over/and favor So purchaae airect oD6qatio�s o'7fe U.S.��an gm0unt Sut�- aWe outboK. c�ent,iogether w�th eaminql.;o�av prinC'ra1 and ir:terest en ssnss 1989A notes.A second se�+�s ot notes w�be�ssued�a- � Rin�ecss:M:�wau e�'s f,nancia�pos�tia��s sou�d.Conserva• ter th�s year as panty debt.The c�r's pro�ecte�9enera�funa tive b•.�CSebnq tech ques and pobaes ha�e a��wep the c;ty►.o c�an now�or ca�enc�x year t989,dcetusive ot note re.!:p!s.rg• ; rr,a:nta�n;ts�inanc� m:egnry.!A�Ixaukee'S 3tnerpl fund�as�3- vsa�s that�casn siup�s c'rea�y Sc"0 m�d�en is excrcte0.Tr,e ' corde0lcu�consecjvut:ve ysar;;hSCais 1?34-t�R7}of pos�t+vQ �nt�C��at�racert ot$ta9�nl�ort�n s'ate-sh�ec rev�ues in � tinanciai pertorma��8.�4sw6n�a��a�ance:n t"e tdx Sti4�:i�a• Npvemb�wip r�suK�n enCUgh nst rtvsnues tor the monih to tion h,nd ot 525.9 nfi�G�ai.or 7�b ot expenses. a-et+M�nary esti- Cover tne a��CDa�paymant of CoLti �988 no!e senes as wetl as mates tor nsca�ye . er.a�c Cec::t. �?88�naicatt!'�e c;y to prov�ee sut�Gertt casn for;ne�+ty�Or t�i rect ct tne year. acMered Dreak-ev n operati..,ns a,a'nat cne raiance+n ms tax `�Ihen aN receipts and c�sCurs�nts'or 4�year�re cors�d• � stab�uzat�on}ur,a w s eauac ta f:scal t98Ts. 'he 5sr.al t984 erPd,the c�;y's ne!genera�tunC recs�ots tor;938 are sxGQCCeC • buCqet 900�Cqrislt 53 6 m��c�on t�om tne;ax s;a5��zat�a^'unC to prov�Ce coverage ct�.3 t�.*•'�ea�+s 338:rn�c�sor�es�no!e � ' aS 8 t@v@rue SOwCIe.Subst3nti81 C��dr,�o�in the puG�C 0_Ct p�i1�CiC81.i hG C+:y h8S 8 hiS�Ory 4f SrCtt-tem+�rrow�n� :a'a: ` • amCR+iauG�itsnC,QB:t^t the Cify 5�@b'serv�ce'und,pf�I�d2 6scat year,lvxlwaukee is��eC two seties af^Ct°_S,5°t�CE 'S$i A � a4Qilb�ai".nar,ci+�i Ye�ubti�h.The puW�:deot tu�a ba►snce is an.8,'er a ccmbine�prir:c�pal eI Si 5 m�Aion. 3�5 9 m�r�on.ot wtuch$53.�rtr^��s cas�ar�C�nv3sfmsnis as Moresn Keliyy�orrarneo(2121203-%i%.3 . ' A�crrrca Rrc�ter(21?)20B•F797 . I � �4� St. Paul, Minn sota � �� St. Psul Port uthority, Mir�nesot� ; , 526.5 m:tl�on Ge^�ra�cbi�gaf�n bonhs Cue '99�-?�70 Conrpetitive.Febrtuary 13 -- : Ra;ed'AA��, ou stanC�rg raungs��firm4d � R9tionalo:St.Pau.M�tn,';:S26 5^��n.on 9ene�a�obnqai�on rn�er,;;rQ program�s Rna�+cec throuqh a:om��atiar.ct 3 0. y �onos se*�s 1989 -E Cue ;990-2C�0 sra ra:ec'��a+' Tne tcnos,sewer revenue banes,siatr anC federy gran;s ar.� :i � 'AA+'r3t�nq is atAr ed o�S%aB.S rr,�n;�n ot outstanC�o+�•�y toar.s.anc�service ct�ar4es.,� 5998 aec�aan to ti�a�+c4:•"•e pr4- j aebt ana S8.9 m�N� oi outs±an�+ng G O.aebt of S:.?avl PcMt aram�art:a�ly tnrouqh revenue bonds reiktts�cth t�e conser- - AuLtieri.y.The ratinp relfects rt;3nageabl�debt an�a continuing v�tive deCt m�►na9ert►ent por,cy�an e!tort to imoose user - moCerat�on m cebt I�ur�en,a strocg�co.^.omic�ase!hat con- Charges t0�^�t @xpanang se�vi..,,E demards. t�nues to outperforr�me atate artd rey:cn,saund fi�ancial eFer• _ ations,an�qrowin incC^la�ovsis.Gi.y official_aRpear�o be ECO�oR►y:A3 s:ate Caq�ts�.St.Paw serves�s a ma�o►�o•+ern- mest�n9 tne:t�ane s oi mam;a�nino pr��rams desp�te'aCerai n'e�tai cen±e�.1n tSBS,g�wsmr,.erft orr,�ioy�s acccunceo br cutba.ks �3�P tqv ra�h�•+�aws tne!eaCe�sr,�p St.Paui raa Osm• 1dQY;o!county empbymani.i�e Cpur.ly e:w a�y�s s��g�iy � onst�ateC�n deC, ana�er•+srt pract�CSS tr.roug'+�'S'�vE-y@�r concenirated In manu!acivr�q.rv�!h Z�°k o'errploy�^ent vers�s - 1dx-SUApCN2d C9b St�3�tsqY f0�Cv�lappinQ juns��;io'S. Tt�ig '�io/o 81 tR!81�tt aflp U$-'4v@I9.�QNh:QS�ira`?'e'@�1C��etlC proflram. wr.�cr.+s a+r�ns natwna�reco�Mt:on.c�^�ec:s��ower (19%)�iso ara najor empbymert ia::ors.��+3ddi6on to Qov ovpnapa+nq debt bti+►Cen:�> �992. emment.�na�or prnate e�plCye!S inCluGe U��esCta M�ring 3 - Manufachu�nq Co.(3M).1;n�sys:or�.,��lort*:west Airt�n�ss�nc., . DoDt:TMS�ssue.��M�'vt S��°S,!:n��ces�s-�cus projec?s in t�e �orh MC:J�C4.,Jt.°aul C0.��C..�eluxe Carc.,EC�l3b I�C.. . city'3 cea�tai�mpre�ere�t Cuog�am.�rima��ly st�er.t�mpr�v.r and Wesi PubNSr��g Co.A!`!w SmaM�!echn±s u+ t982-�983 ne++;s.DeC!�s�e_ eC�j',"e f,,�ll ta�'h,crec�t, and un�irrnte� Rar^sey:ou�ry's en+D�oyr,en;;re,•9.;^;�eareen t983-'��? proDeny taxes o�, c:.y,in additicn!o sppcial asssssn:ar.ts anC��t0�ti�UiA9 t0 2��8ftd 3S aatt 01;h?�^tesratQd svv°�• a�4 grants. St. P�9u'�anC overla�pMa un+ts'COrr,D�rwd r.;t CaOt CCu.�ty M�„eapoli3iSt.?aul meto�s�;;a�staGSt�ca�ares iF��). ! �s St33 3 m.iuon w�r.t��s sale.G?bt�urden�s modes�te cn a Tr.e 3.3�unemproyment rata ovc«ean C:taeer z967-'9�8 Ger caC�ta oas+s asti,S693 anC rep�esents a Iow 2 3�'0 oE rarkPt riss wey oe!ow s!ats and U.S �YQCd9$3.BU��r,�aerm�t ac;;r�ry � ��Slue4.i ht S8?index,a measu�p at pet C3p�2,�Cebt 3S 8�?�• continues St.'�nq•N�lh�ri9�5.0"vG CBrrt+�tS vah:eC as S 19 t 3 rr��• centage of per caq�ta e?'ect�Ye ovy��ny�rcc^�e. aiso�s r�caerate ��On�ssuQC+n 1938 Most Constr�c�on tnv�;�e;commerc�a! f at a.6�: Oepf sa a c."ar�e;wal re�+a�n re!a;�veiy n�rh.3t Du;lC�nq witt!a nurrGa of ma�o-proj�cs uncsr way or ccm. � ' about 15�'�O�buC E�in fiSCd1 1�?9 bui hAve i!r.p�pveti;m.reCent p�eted�R OOw�;owrt St.Paul,�nc:;�ng'he A1.nn$SO!3'NCNO � y48�5.?ond met�ti ieS 3re rg�,iC w1tM 89"�0�CtirEtl�� iQ ye!frs. �'r�de Cetlter,Galiier?��z3,t1e t,rFnrsesOia TgltCent9r Pro�g;t. � e@Cd'JS2 01 C3�S!: At��r 4e0t man8�e!'E�t 3it1Ce 19�8.CeCi ano trre new CO�pCfete heaC4�,:ar�s Of th4�: �aui Cam�ar,�es bur�e�na3 stea4�� decreaseC fro:n ovfr St.00O c�rt�me�r.et Tr+e :935 par�apita mor.sy mcor.:s ot SZ�,55��s a4.ut '2`h per eso�ta deb2�n 490 to tr.e;,ur�rt 5693,wr,iCh Ci'y CtfiC�als belOw tht I�AaA,out 3.346 ard'^e aoo�e state and U.S.aver• p�an io:naincain ordecrease throu;h t993.The c:ty s S278.2 ages.resaect�vey.mc�+e y�cw;��s ebost O�;.A�wi^me:rc• r�illion fOUt-ye8r C81p�t31 im�r�v�R1�R!afOC�fER1 wt�l 4•21°;n. pe�d8n,3t31�af1C U S 1@vWS.�Ot*,3pi;d�Cf211 37fICS 0`S7 93E�n n&nced wdh G O bcn�s ir '935,:"a cii�,^>23te, a�C U S tnw- 1997 w�re�4ove mehepa�ta�.state,srx�n�honat aver3qas. rocim•ntal Frc4eci� n Ag�cy be9a��COn`pr�,�r,^�e sewer supocr,;ng tne c�ty's ciaiim as a:^�;or certet ot whc14s818�nC � ' � separdUOn an0 Sir et�mprpvempn!OrCGrBr.�!'�2:�,0'r«`rtdtES the rgt8il t�aCe. + c�ty's Cap�ta��mwc erer.+cro�ram.,�s;orm sewer s�tem�s � � • urdz�Construc��c�an0 e�CSC;ed to te cahG�et2d by 1�C�, �hg FinenCps:St pdui;lndnc�d�ODa2t�Or3^3vd C°'`0'!'�°rJ�+'?'� �. c�ty al:C w�1 re0av aa�!rr.prove a;{city str°ets�ver �S yea�s. s�no? �900.Oe4p�tB f�St3f g;rP53 px?er�Cr.�M by n+Am�c.ties�n � ' (oonfNwd o��a1 Da„s) � �r a_ •"' '_ __ . . . ,. . _ ... ' ' ' ' '�. . . . - ' -------- --- - -- I . � $?�>`r:iR:^, r, :.��:: ��M*ttQ�!( � lT1P!3flY 1990s St.Paul�?3rty CR�t:M,d:IS Uf7�?SE!ti'O•C gene�� S'�C�}'Pf:1 1Q8Z-1d8;.vR2�2:mg rpvem.+es�e+rr.air!y!r1m I tun0 b8:2M.E M 51e 3 mif!bn(?•:..O�2?CC°•tiGdv�PS)!�C�S1�•i 6 A'C�at�r t�YQi�52�'�!Snd Si$'.Q i�Q:3�°.?b) p@:3•i;'�gg°g � m�iiion{t t�ol beh+►esn t980-t5' .eeca�se os s co�roatab�a francn:sa tees a�a��C.�a�revtnue sna►,r±g yce o7set cy csco- ,. Hcrtn sa�arr C�scute thst nas De ^setfl8'�,tRe u��SE�+�u fu�'J erty tax le�ry�r.crea�es.�hC.x�,r Lhe c:h•DI3ns co par;�al�Y!nance balanC4 Was�n!enLOn3IlY r?CuC to°�W"ouc�zd S�C 7 Tililo� ��C�easeC futUrQ neec3'hr0'JQh 3erviCZ fp3S ��aC�2xC3rQ;• � ,n 19a8 i4 0°%0 ot zxps��itures) ��e�i�'�8S�y'�atL'S��s 0!itS �u�es inc!uCp�ubuc sa'C•.Y(:�°'c?.�na'=�'•F��'�Q�frr�Ce tler.eMs � c�el�eral!V�.d 5813�C9 t�f C83h f1 r,seds e�C C�arts to��reasr (�5?kl. raul J.Fiynr t:��s.e�e!t: iQ`ro by 2900 Cohs usr.ny.the c:N no;onpar (?r2)20b-';8 t nQeos to�ssue!ax ar.C�c�at�on c i1+:ates w�Gh nad been�s• Cabarrus County, Na�tt� Carolina y�'.3 ni�i�on gsneral o5ligat� n�onds due �99"v-2C:0 � SaIC.FeCruary 7.Wachov�s ar,k&�rust Co. F1a:�d'A'.ou;stac+ding rat,ng afhrmed • �o ti ^� o C�t.?OC•ltS`,'On �O�Of1i�0:f1n'A'ra2ir,g��B.iS��ned'o Caoarrus Cocn�;. qro Ytn��foCt'R:y9dfS Q250�.�S•��.IC�.T {V C�S�b��.�f11iIf,011 gcne�al ob!��ti3��L`o*es�er�e� "�2�J d�B ��tGwt":iS S!Ow.�@SS ttl.it7 �?f0 CY�!�8r.'A CO�DB'�SO^`.=T�tiC"1 1 J�j�2�?Q�vRS�S:`f1g O}�17 ThilAn 4:."'OC�bonCS.��."1tih.^•f1 S�fO�Qif¢:�te 911C na;�onal�ro�rate^:. T^e co�^t}S l$x 8��'�. ip�hrnCa�co:�?d2 bonCS.anC S :�'1!H�Oft wa;�:�CO^4'a '1e�� yCOROmi�Oase re�"dm conC°rttatpd.W�t�'.h!!wG�93�;�y:��• t8?in��s a;tirme�o�S7.2 t^i!IiC�Of OCt5;3'��'1w 08ti�/C2Ct D3n�?4.F'�dh9�COfr'ai USA tM. d�d�N31CC'6sl Car�vn I^c..3C• �Cred�t Qu�lat:�.r@C 61.T~e rat^9 r811eC:3 m3n3�eab�?d0�; COur,UnY fo�22 �c.essessed YBk+e 2na e^'p'�Y�,�y�•'�� ieve�4,3 r.a�row econ�mi:b25 w�ih!riil`�Md��•°.'Sifi�3!:0�.3v. 1?,00:.`h2 CCu�!y'�p'9x�1!,y SG trsa strCr�Charir,Na:C:."C'�}' Q�age mCC"^•E�a,va_IS.3�0 a stro g`��nciai pos�tion 7^a he:been of f�m:teC Ce�s2dt.wrtr�on;y 31��Gf„ou^:ty��g,,gn�s COUnty's t+Ax DBSe anC7°.0�^.�1 rems�r C�rk.e�7�te��n•PX�j°� M�Crscir.g outs�Ce�ts�'JT�°-�5 I�10St CCUtt1Y!''"D��Y•'^�°�t�4•'Q�a'P0 HpwEvot,S0�!'!8�CG(1Cn'1�C 8xpartsion hds b2gun t0 JCCUf:n 3 i0 S�8 lZx:it6 ii'G"..it'y wniCh 3�D�e�'"0'OvS C�Er i�y�o`thg i . oorSK�n ot fhe c0unh ad;acert tp Meckle��e�c,'�.OU�'Y i�SG�U� COU�ti'id�0'`��° �''CC�TC�?yY�S'�1"9+�.�OSB�C S'dtt 2'/@•'• � deve�oGm°nt acb�ty :he ce,�ntb has ti�dCE+�diat s/5'?�'��• B�eS,bvt h9v8�?'=°^t�y S�G�^t0 tsdf}d SbA?!;'.1 CCr+!"ti'3��,�%'- pa��ons ar�d eCucat+on taci��ty IiTpfCYeR1°�lS,^d!O��t/C'1p�2' °171p1^.y:�1@�I;dt2s,•�aCh Curre�tA�are ot�Gar w�m"e siate.9!O needs. �ow at 3 7?ro;howQVec,tne acos:o�^��,s senG!�vs ie�ecess�crary ;resw�es Guf�!1�ti�S�34�dCOt10K�c Cowrt!u�n.�lnerr.o�cwmar! Dobt:i he Coun.y r�a<been a inlreauent CeC::s3�s�.o�e!e�• rose t. '0 1�a�tl unhke tr+Q si►lt,thQ ccunf;3ca�orr/�agged linq p2/-ES-yGU•�O fiI18HC��Q C :8��•d��°.!d�,wh:Gl`hSs'kED'. �n t�e reccvery.w�th�rs ll�e cov�ty afe e�gr:t�^CuStt�a+OarkS. CsCt�atws�Cw an9 debt Serv�C reau�ret"�en;s at 5ao Cf Dudcet. swre Ct wh�Cr.3r8 t;�py SE�Cad b�Wa1dr and srtwe:18C��bas Wdh t�:is iS3v@.Clebt IevelS t@tnl�+n r"3n0Q8a0�s w�th OG�C3G�t2 CCU�lY OfiC�8�5�xp�C:.�!CQ1rtICDmB•^.l Ot!hlSe petk5.10Ca'2d d?bt at 573a and Gvera�i rst d$Ct as a ptr:s�t ot marr,et van�e tl^roupMOUt the cc��ty.and CO��!ue0 rfs�e^G8��a+�`��r at 2.5?k �eDt 3erviCQ requu ents w�ll rse tc 20Froximat8h/ CharloN�!�a�d�n��s�fi�'��e�or;s �. 10?'0 0�bu�get as the senes 1 8S��*as mat,�,e �r�e caun;•. w1i.;h OOQS�Ot hevC 3 C�m�t he��0 Cap�131 imp'0�+'1'�e�'• Flnancos:�:n3�^..SI CR'�fa'.i4"S:,Ot�:��e!^�e 9oad.Y��`+tt+� D�&R.!18S OU�;;neC$�milhpn Ct CaD�t3i C�O;eCt3 SO h?Under,ake� Cv1ifl�Y C1,flEfd�iT!�t t 0��►w0.°'�'E�r 0•*ri f@'IM'�3'.�23}:hf irt fiSC3! S�8?,ir.�luC+�C d;d�l a �:ti;.n.COnst.'�.�"��o�8�2w Fast Shte_ ±e3rS. ..:,,• /' ,81e5 gcvtrnnent cen;@r,dqCitiOnA! �C¢sOaC!tp!vancus 4°O�r,- �ome3`�Cm thre!�"?a;or 4o�:�s:OtGpsRY t3xsS 135°-ai," mQnts.AnC ihe p�rc�ase o,l�, d;.^r a��a�rpOrt It�s}not ex• m2^�`se,e I�r erset ex0e��hsr��`�br�sa}3��:ot t tnD�G• peC?z��+At a4�t�cna�debt w�i{b��ssve�thi5 Ye�'•7�t.ese � � proi°cts.Cut;r,at tney w�n oe a:�ce.��ca�;ta,�°+S�i�3nd S�f• get Smce!fs:a� t9E�:.ths c�u�+.y has soen!�oCrox��as°!y 35; Ol�y'CC°f3TiC,g casra.Outstar.r�ng',a.L.v0^C authl0.'�:dti0�3 b:dl mifli7�;'cm t�^e ge^^-"��'w'�a"�a��1v!C�:3p't2f C�CIB�:t!!�3t• c14 m�ilio��G�waier SySt3.^•"•$ �SCh?0�AfO�P':25 i`:ZS°DJ�1C"iS �f1�1Q i'?6 d@v@:CG"�Cf1'.'vl itC LQC.'i�8 Cf'Ek.•B48NOrt 20?'�9�yg ��y*�gs-ave Dse��°� 2re expec;ed t�be��Id�mt~i frie v28'S.T�°CCUr!'/S:wo an�;axia�d t"e w�ier systs^� F�n�� r+ ',o n T9d8 A�3 8xC211.".i'.S'N8•.4•'5vg- S��^.f�udqei i^o,�r_�?t th21z�i!'•[8Z�S^•31`�sa's Fc'`•SC°_� I rcism C3p�1a1 p��.r�t'.s ar_io� 9 ., ea�eRo��une:C. t°88.�e coun,y reai�z°�'s s�crg e:w:+-,�. Ser�t0 D�9m�tC°:.�Or�iC 4° eK�Prterlt 8�d,�imO�Ove aS Y ' 3CR�01�ySt2f71 vnde�require,�@f1�S Gt th!S^''Cf`t Cd�1�2�BS^�- D'atBnC@�t S�7.��^�:��c�i ot wr.;cn 53.3 r^i�liO;t•�t[i�^Ct.^.I:ny2t m r.;�r,terCs'c c:n�nus � 1 09n�.@ A:f 0t 1537.Undor',^C'8C!.th0:CU�.�:�as�de�t�"ed SBS was unCQS�9net�!.'.:CUf�ty!'+'12•t�h�&a�G�dt;�9��ST t:'8�25�, � rntaon�n cac�;a�naeds�vr�ts sc�ce�s. These n,r:r.s w�:i be mam.a�n�ng ds Iar.�e un.,es�qna - tunaeo f�Cr+'�as port�cn et;ne�se��es ?989 bc•^•c arc�.eeds, ar, os sxFEnC;tura3�r in°`uh,w �he 1989 Cv:ce:�s ba�a�ceC w+,a ; � � 'd n�funtl�ai3nce a:,c►OCt�eri�n5 ��tJt?:27t fd!?'"Cre'�585 4` � adC�t�onel 3o m�inon bond sa�+n f�e^�a�fui:re.as wa•i e.� a � n�7:Cr in 8'SC�Daie�4t3t9 re _nudS 4ve�tt±�o¢xi SO yPSrg fr, b2?w2e��Cry fo��+0:e�t3 3e'S;Q4 p'asses5?�:value d�9°x- 1he fprm o`r2str�C;ed 5a��s t �ea an;;:�rpora+e�ncoTe taxes debl serv�ce re uir�enes�CTe�6negt�om no��•t�a t°5 � EcAnomy:Caoarrus Cou�f's wes:°�n nor�er is sd;9car.;:C Cc�ds rieth?een�+ i,�ari : � Me�klerbei g GCUnf�l a�d is C�:U1C31t��'•'?h6 Ctty 0�Ch3fbti9. !2 J2,�e"C6•'3i% ' Wr,ile 85��0 ot Cabanvs Cou r��emains��deveioced o�`a�►�- � • {1!10.th�s�ves!er.,p�;t�on t;aS expe:;er,:eo goud res�Ce�t�as , ; • � ' � � � � . 1 E � �_ - - . , . I� : IP�� JA�FI�AY � P ��8�ns . A�oGcnr� M .. _ _. Account Membe s• ' - - --� r + fa.?:.' .. . ; . ., '..,. . . . _. ... _ .. :.: -- . 4 'S , PIPER,-JAFFRAY�� & HOPWOOD,INC Jt Mgr `' " ' �� - `` � . , .._ .. i INC. Jt Mgr. _ ,_ , ; : . _r _; �DAIN BOSWORTH, � �- F.B.S. CAPITA MARKETS GROUP Jt Mgr. �' � NORWEST INVES�NT SECURITIES Jt Mgr `` -- = - � � , _ . ,_ � . ' Allison-Willia�ms Company, Inc. . „ . ; � - �, • , ..y.;... _ ; ;1 , . .�; . . ; , ,:; � ; . American Nati al Bank St': Paul', Mn. • °� ' - - `�� _ � Cronin & Comp y Inc � _ .. _... . ,_. Y '.}.�Qt :y �i r� ' L . .. ,.x : . Juran & Moody, Inc. .; ;. " �'.�-��:-� . � . Miller & Schro�der Financial; Inc�.� °f ---.--. �'-�t '�,-' �� ` ` ' - `#� Miller Securit�CS"'�.� ,,..i+.J�:$ '�l.��=i3 &�9:p rfpe�a�;�.'►t• ?'i� +'+.,^,e; .�a ' -_*�' � _ - ".r: � .- - .. _ ._ .. .- ..._.r .. . �. Dougherty, `D�w ins` Sf rand &'�Yost;�'Inc:`�� '3'' �`" ' ' � �3 - � - ;,' _ ,� ` . . � _ _ �, � • John�,G. Kinnar. �&�Company� Inc �,cc,t � �. �.� �!, ,�+� :�, , , ,��:� . �`� . . � a=• �•. .� �. . . _ . , _,�.,.,... _. ., , Marcott Hume-& Assoc., Inc. �: .. - '` x .�.��+•__ '.- _ ';: ._ _ : � . .� . � : " Marquette. Bank�Mpl's ' . _ .. ; .. ,. ti:�•l� . �i . �� . � . -. McClees Invest�nents, Inc� � ---=-�-- ' -� -� -•�--- �� Inc. .., r- \+ . Moore. .Juran &� Company. . „. :, �� .� ,,;, � �`; � �: . H.M: Novick�& �ompany, Inc. _ ._�..__ ,.., - -.- - . .�_ . ._ ..._ Park Investmen�s „� �` ,4 _ i .�......._..�.._,.__ . .. .... -- ., r... y ,� ._ �. _`j ( - .�JV -7��L ��'.:.C" }~.-,� ")` :(� j ..... .-�.. -'.}T� %,.._ .....•� .�,�:... , .. J . ...- ......-. ....4 C �j� . .. �,.:{-��lt t.�.`!�/.� � .�� . - .. g . , .f:��. . .. � _ .. . �._ � %i. f � , i � . , �...� [ � � ' _, - . __. .:.i. t;:r� �c;�c t�l� 1�i. T _ ., .z,. ' ,� . . . ... . � . . . .. , _ .,.._ . ... . . . , ,. . , . . _._ , .p.�,��..�� . �. .. ..,.,. ..... : f� >: ,��, i:_, ' � 4'. 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I . .. „ . . .. . �-i- . . . �.. . . :� . . . . ; . � ' F . ,� -� ,.... .. . . . .. ... . . . .... _.. . _ _ .. ... ._._. . .._ . .__. .. .... . _... ._. . . _ . I . . . , . � . . �. . . �� .. � . .. . � . . . . ,. . - � .. . � � . . � �j ' . .. .. � . . .. . . � __ - .. . : I �- � ;�`'.'-, �._ . . . ' ..., ._ .;� . ��..t � i . _.:..,..,.-_ ...,.._.._ . . '. -. ..- . � . .. � I . . . .� . . . . • . . . � I _ . . . . � r�A �`'"",,,��..� �.[ �.t w 1'��r w�Ip'� � G�ti 3 s -- i� �5 � N�.� �_ _ _ _ � y,�.� i �� 5 p ao o ! -� � °~ ��"' � '�f� # �'��"` �.� ��« � `nt of Finance and WH�REAS, the Direct r, Departme /� J M nagement S�rvices, has adv'�sed this C 'uncil that the bid of ,' � � a f �e u woo l��•�r ��4 was found to be the /a� mos ad anta�eou and as recommen ed that said bid be �a� accepted; an /��3 WH REAS, the proceeds of the Bonds will finance certain capi al improvements, for which the City is proceeding pursuant to ts Charter and Laws of Minnesota for 1971, Chapter 773, 1as amended; and WH REAS, the City has heretofore issued registered obligations �n certificated form, and incurs substantial costs associ�ted with their printing and issuance, and substantial �ontinuing transaction costs relating to their payment, tra�sfer and exchange; and WIiIEREAS, the City has determined that significant savings in t�ransaction costs will result from issuing bonds in "global boo entry form" , by which bonds are issued in certificate� 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 de¢ository as part of the computerized national securities c�learance and settlement system (the "National System" ) re isters transfers of ownership interests in the bonds by ma�ing computerized book entries on its own books and distributeslpayments on the bonds to its Participants shown on its book� as the owners of such interests; and such Participant$ and other banks, brokers and dealers participati�g in the National System will do likewise (not as agents of t�e City) if not the beneficial owners of the bonds; and ' WIEREAS, "Participants" means those financial insti- tutions for�whom the Depository effects book-entry transfers and pledgesiof securities deposited and immobilized with the Depository; and W�iEREAS, Midwest Securities Trust Company, a limited purpose trulst company organized under the laws of the State of Illinois, olr any of its successors or successors to its func- tions hereulnder (the "Depository" ) , will act as such deposi- tory with �lespect to the Bonds except as set forth below, and there is bejfore this Council a form of letter agreement (the "Depository� Letter Agreement" ) setting forth various matters relating tc� the Depository and its role with respect to the Bonds; andi �I 2 . � WH�REAS, the City will deliver the Bonds in the form of one certi�icate per maturity, each representing the entire principal am�unt of the Bonds due on a particular maturity date (each a� "Global Certificate" ) , which single certificate per maturitylmay be transferred on the City' s bond register as required by �the Uniform Commercial Code, but not exchanged for smaller deno$ninations unless the City determines to issue Replacement �onds as provided below; and WH REAS, the City will be able to replace the Depository r under certain circumstances to abandon the "global boo -entry form" by permitting the Global Certificates to be excha ged for smaller denominations typical of ordinary bonds regist�ered on the City' s bond register; and "Replacement Bonds" meansl the certificates representing the Bonds so authenticat�d and delivered by the Bond Registrar pursuant to paragraphs 8 and 12 hereof; and W EREAS, "Holder" as used herein means the person in whose name Bond is registered on the registration books of the City ma ntained by the City Treasurer or a successor registrar a�pointed as provided in paragraph 8 (the "Bond Registrar" ) t NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Sai#�t Paul, Minnesota, as follows: 1�. Acce tance of Bid. The bid of �i� sr �L� �' M� w � 1hGo� ru� (the "Purchaser" ) to purc iase � p $11,750,0 O, General Obligation Capital Improvement Bonds, Series 1989jA, of the City (the "Bonds" , or individually a "Bond" ) , inlaccordance with the Official Terms of Offering for the bond sa�le, at the rates of interest set forth hereinafter, and to payifor the Bonds the sum of $ Il Oq 0 , plus interest ac!crued to settlement, is here y found, determined and declar�d to be the most favorable bid received and is hereby acc�pted, and the Bonds are hereby awarded to said bidder. TY}e Director, Department of Finance and Management Services, qr his designee, is directed to retain the deposit of the Purckhaser and to forthwith return to the unsuccessful bidders th�ir good faith checks or drafts . • � . Title; Original Issue Date; Denominations; Maturities1 The Bonds shall be titled "General Obligation Capital Im rovement Bonds, Series 1989A" , shall be dated , March 1, 1�89, as the date of original issue and shall be issued for�hwith on or after such date as fully registered I 3 i bonds . The, Bonds shall be numbered from R-1 upward. Global Certificate� shall each be in the denomination of the entire principal a ount maturing on a single date. Replacement Bonds, if i sued as provided in paragraph 6, shall be in the denominatio� of $5, 000 each or in any integral multiple thereof of single maturity. The Bonds shall mature, without option of prepayment, on March 1 in the years and amounts as follows: Year Amount Year Amount �— 1590 $ 825,000 1995 $1,200,000 1�91 925,000 1996 1,275,000 1 92 1, 000, 000 1997 1, 350,000 1�93 1,050,000 1998 1,450, 000 1 94 1, 125, 000 1999 1,550, 000 3 Purpose. The Bonds shall provide funds for the constructio� of various capital improvements (the "Improve- ments" ) in �he City. The proceeds of the Bonds shall be deposited a d used as provided in paragraph 17 , for the purpose des�ribed by Laws of Minnesota for 1971, Chapter 773, as amended. The total cost of the Improvements, which shall include alllcosts enumerated in Minnesota Statutes, Section 475 . 65, is �stimated to be at least equal to �he amount of the Bonds . Wor�C on the Improvements shall proceed with due diligence tb completion. 41 Interest. The Bonds shall bear interest payable semiannuall on March 1 and September 1 of each year (each, , an "Interes� Payment Date" ) , commencing September 1, 1989, calculated �n the basis of a 360-day year of twelve 30-day months, at �he respective rates per annum set forth opposite the maturit years as follows: Maturity Ye�r Interest Rate Maturity Year Interest Rate 1990 i `.SOg 1995 �..b5 � (�Sd 1996 �.70 1992 `.Sp 1997 �•7S 1993 I �.fs 1998 �•�O 1994 4,� 1999 b.qp • 5� Description of the Global Certificates and Global Book-►Entry System. Upon their original issuance the Bonds will e issued in the form of a single Global Certifi- cate for ea�h maturity, deposited with the Depository by the Purchaser aid immobilized as provided in paragraph 6 . No I I 4 I become due o� the bonds payable therefrom) in excess of amounts whicl� under then-applicable federal arbitrage regulations ay be invested without regard as to yield shall not be inves�ed at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments �fter takirig into account any applicable "temporary p riods" or "minor portion" made available under the federal rbitrage regulations . In addition, the proceeds of the Bonds and money in the Account or the Fund shall not be invested in �bligations or deposits issued by, guaranteed by or insured b the United States or any agency or instrumen- tality there�f if and to the extent that such investment would cause he Bonds to be "federally guaranteed" within the meaning of S�ection 149 (b) of the federal Internal Revenue Code of 1986, as ;amended (the "Code" ) . 18II. Tax Levy; Coverage Test. To provide moneys for payment of tlhe principal and interest on the Bonds there is hereby levi�'d upon all of the taxable property in the City a direct annua;l ad valorem tax which shall be spread upon the tax rolls ar�d collected with and as part of other general property ta�es in the City for the years and in the amounts as follows : Year o� Tax Year of Tax Lev Collection Amount 198�* 1989* $1� L��q * 198� 1990 �) ?37� �63 199 1991 ��7S3��F22 199� 1992 � 737 6 7z 199 . 1993 __-----�}��'f',-�..o�._____ 199$ 1994 �� ?Y��yqS � 199� 1995 �� ?3g�9 Ss 199 1996 1��2q�vOg 199� 1997 1�?SS��3z8 199 1998 li T34�7'g *heretoforellevied or provided from other available City funds I T e tax levies are such that if collected in full they, toget�er with estimated collections of any other revenues he ein pledged for the payment of the Bonds, will produce at �east five percent ( 5�) in excess of the amount ' needed to mleet when due the principal and interest payments on the Bonds . IThe tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided t11at tt�e City reserv�s the right and power to reduce the levies in the 31 I��6�1 S'!_ S �L�?� �"s�2 sS w-�� - � 2� �1� uvp wvo� Jr.to�De✓�t� / WH�RE , the Director, Department of Finance and , Manage t Services, has advised this Council that the bid of �, f�,'P.tar ��.� ',� was found to be the most advantageous and has recommended that said bid be accepted; and WH�REAS, the proceeds of the Bonds will finance certain stre�t improvements to be specially assessed, for which the City is proceeding pursuant to its Charter and not Minnesota Statutes, Chapter 429 ; and WHEREAS, the City has heretofore issued registered obligations in certificated form, and incurs substantial costs associated w�th their printing and issuance, and substantial continuing txansaction 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 deppsitory 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 �ayments on the bonds to its Participants shown on it5 books as the owners of such interests; and such Participants and other banks, brokers and dealers participatin�g in the National System will do likewise (not as . agents of the City) if not the beneficial owners of the bonds; and WH�REAS, "Participants" means those financial institutions for whom the Depository effects book-entry transfers and pledges of seeurities deposited and immobilized with the Depository; and WHEREAS, Midwest Securities Trust Company, a limited purpose trus�t company organized under the laws of the State of Illinois, or any of its successors or successors to its functions hexeunder (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 (t�e "Depository Letter Agreement" ) setting forth various matters relating to the Depository and its role with respect to tne Bonds; and 2 WH�REAS, the City will deliver the Bonds in the form of one certi icate per maturity, each representing the entire principal am unt 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 he Uniform Commercial Code, but not exchanged for smaller deno inations unless the City determines to issue Replacement onds as provided below; and WH REAS, the City will be able to replace the Depository o under certain circumstances to abandon the "global book, entry form" by permitting the Global Certificates to be exchanged for smaller denominations typical of ordinary bonds regist�red 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 mai�tained by the City Treasurer or a successor registrar ap�ointed as provided in paragraph 8 (the "Bond Registrar" ) : � NO , THEREFORE, BE IT RESOLVED by the Council of the City of Sain Paul, Minnesota, as follows: 1 . Acce tance of Bid. The bid of �i�Q�'�j �� N� �dc� Irt,o� (the "Purchaser" ) to purchase 2, 000,000 G neral Obligation 5treet Improvement Special Assessment B nds, Series 1989B, of the City (the "Bonds" , or ' individually! a "Bond" ) , in accordance with the Official Terms of Offering �or the bond sale, at the rates of interest hereinafter set forth, and to pay therefor the sum of $ 000 0�d, 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 Director, Department of Finance and Manageme�t Services , or his designee, is directed to retain the d�eposit of the Purchaser and to forthwith return to the unsucces�sful bidders their good faith checks or drafts . 2 .'�I Title; Original Issue Date; Denominations; Maturities . The Bonds shall be titled "General Obligation Street Impro ement Special Assessment Bonds, Series 1989B" , shall be dat d March 1, 1989, as the date of originaJ_ issue and shall be issued forthwith on or after such date as fully registered b nds . The Bonds shall be numbered from R-1 I 3 � upward. G1 bal Certificates shall each be in the denomination of the enti e principal amount maturing on a single date, or, if a portio of said principal amount is prepaid, said principal a ount less the prepayment. Replacement Bonds, if issued as p ovided in paragraph 6, shall be in the denomi- nation of $ ,000 each or in any integral multiple thereof of a single matu ity. The Bonds shall mature on March 1 in the years and a ounts as follows : Year Amount Year Amount 1991 $125, 000 2001 $100, 000 1992 125,000 2002 100,000 1993 100, 000 2003 100,000 1994 100,000 2004 100,000 1995 100, 000 2005 100,000 1996 100, 000 2006 100, 000 1997 �� 100,000 2007 100, 000 1998 ' 100, 000 2008 100,000 1999 100,000 2009 75, 000 2000 100, 000 2010 75, 000 3 Purpose. The Bonds shall provide funds for the constructio of various street improvements (the "Improve- ments" ) in he City. The total cost of the Improvements, which shall include all costs enumerated in Minnesota Statutes, S�ction 475 . 65, is estimated to be at least equal to the amount 4f the Bonds . Work on the Improvements shall proceed witY� due diligence to completion. 4 . Interest. The Bonds shall bear interest payable semiannually on March 1 and September 1 of each year (each, an "�nterest Payment Date" ) , commencing September 1, 1989, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years as follows: I i 4 i I Maturit Yea Interest Rate Maturity Year Interest Rate 1991 �.Od � 2001 ?.O� � 1992 2002 7.ob 1993 2003 7•°$ 1994 � 2004 �.�° � 1995 2005 7•�� 1996 �� .So 2006 7.Zo 1997 4•75 2007 7•Zv 1998 ' 6.Qo 2008 7.25 1999 �.�to 2009 7.25 2000 6•9 5 2oio 7.25 5 . Description of the Global Certificates and Global Book-�ntry System. Upon their original issuance the Bonds will be issued in the form of a single Global Certifi- cate for each maturity, deposited with the Depository by the Purchaser an immobilized as provided in paragraph 6 . No beneficial o ners 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, du ing the term of the Bonds, beneficial ownership (and subsequ nt 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 participat- ing in the N tional System. The Depository' s book entries of beneficial o�anership interests are authorized to be in increments o�E $5,000 of principal of the Bonds, but not smaller incr�ments, despite the larger authorized denomina- tions 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 aGcording to the laws and rules governing it will receive and �orward payments on behalf of the beneficial owners of th� Global Certificates . Pa ent of principal of, premium, if any, and interest on Global Certificate may in the City' s discretion be made by s ch other method of transferring funds as may be requested by the Holder of a Global Certificate. 6 . Immobilization of Global Certificates by the De ositor • uccessor De ositor • Re lacemeiit Bonds . Pursuant to the reque t of the Purchaser to the Depository, which request is r�equired by the Official Terms of Offering, 5 II such consent, request, direction, approval, objection or other instrument ar 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 certifi- cate o� any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by an affidavit of any witness to such execution. (2) Subject to the provisions of subparagraph (A) above, the fact of the ownership by any person of Bonds and the amounts and numbers of such Bonds, and the date of the holding of the same, may be proved by reference to the bond register. 16 . Delivery; Application of Proceeds . The Global Certificates when so prepared and executed shall be delivered by the Director, Department of Finance and Management Services, tm the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof . 17 . Funds . There is hereby created a special fund to be desigmated the "1989 Capital Projects Fund" (numbered C-89, the "�apital Fund" ) , to be administered and maintained by the City Treasurer as a bookkeeping account separate and apart from �ll other accounts maintained in the official financial records of the City. There has been heretofore created and established the "General Obligation Special Assessments -- Streets Debt Service Fund" (numbered 963, the "Debt Servi�e Fund" ) . The Capital Fund and Debt Service Fund shall be maintained in the manner herein specified until all of the Bond� and the interest thereon have been fully paid. ( i) Capital Fund. To the Capital Fund there shall be credited the proceeds of the sale of the Bonds, less accrued interest received thereon, and less any amount � paid for the Bonds in excess of $2,000, 000 and less capitalized interest in the amount of $ � OU (toget�er with interest earnings thereon and subject to such other adjustments as are appropriate to provide 35 suffici nt funds to pay interest due on the Bonds on or before a.rch 1, 1990 ) . From the Capital Fund there shall be paid all costs and expenses of making the Improvements listed n paragraph 18, including the cost of any constru tion contracts heretofore let and all other costs incurre and to be incurred of the kind authorized in Minnesota Statutes, Section 475 . 65; and the moneys in the Capital Fund shall be used for no other purpose except as otherwi e provided by law; provided that the proceeds of the Bon s may also be used to the extent necessary to pay interes on the Bonds due prior to the anticipated date of comm ncement of the collection of taxes or special assessm�nts herein covenanted to be levied; and provided further that if upon completion of the Improvements there shall r main any unexpended balance in the Capital Fund, the bal nce may be transferred by the Council to the fund of any ther improvement instituted pursuant to the City' s harter or Minnesota Statutes, Chapter 429 . Al1 earning� on the Capital Fund shall be transferred to the Debt Service Fund. (i ) Debt Service Fund. There is hereby pledged and the e shall be credited to a special account relating to the onds in the Debt Service Fund: (a) collections of spec al assessments herein covenanted to be levied, to the ext�nt provided in paragraph 19; (b) all accrued interest received upon delivery of the Bonds; (c) all funds p�id for the Bonds in excess of $2 ,000,000; (d) � capital zed interest in the amount of $ 1 0 0 0 (togeth r with interest earnings thereon an subject to such ot er adjustments as are appropriate to provide suffici nt funds to pay interest due on the Bonds on or before March 1, 1990) ; (e) any collections of all taxes which msy hereafter be levied in the event that the special assessments herein pledged to the payment of the Bonds a' d interest thereon are insufficient therefor; ( f) all fun s remaining in the Capital Fund after completion • of the mprovements and payment of the costs thereof, not so tran ferred to the account of another improvement; and (g) all investment earnings on moneys held in such special account in the Debt Service Fund or on moneys held in the Capital Fund. Su h special account in the Debt 5ervice Fund shall be used sole y to pay the principal and interest and any premiums for', redemption of the Bonds and any other general 36 Theispecial assessments shall be such that if collected in �full they, together with estimated collections of other revenuels herein pledged for the payment of the Bonds , will produce 'at least five percent (5�) in excess of the amount needed�� to meet when due the principal and interest payments on he Bonds . At the time the assessments are in fact levied t�he City Council shall, based on the then-current estimated col�lections of the assessments, make any adjustments in any ad va]lorem taxes required to be levied in order to assure that he City continues to be in compliance with Minnesota St�tutes, 5ection 475 .61, Subdivision 1 . M�{� �,!'k''"� i 19 � ' it on S ecial As ssments Pled The City Council herel�y inds , determines nd declares th the payment of the Bonds ' oes not require t e pledge of al the special assessments hich may be levi with respect o the Improvemen lidentified in p agraph 18, an that it is necessary, p�'oper and exped'ent to provide hat payments and prepaymen �f special ass ssments in exc s of the debt 2 service r qu�rements of t e Bonds be put o use for other purposes oo er than upo the terminatio of the Debt Se ice Fund. On y �$ 1, � S��DOV iqinal princip 1 amount of t special a se�ssme�t (wh ch amount is t "Pledged sess- ments" ) , ncii interest ereon recogni ed in par raph 18 of this Reso utiion (of w ch $ ? re neces ry prior to their sch dtiled recei t in or er to ay debt ervice on the Bonds on 1, 199 , and 1, 199 ) are or shall be pledged to t�he payment of the Bonds, and payments of, or with respect to, �such special assessments in excess of the Pledged Assessments �shall be credited instead to a special account in the CapitaliFund, and used for the purpose of paying any additional c�osts of the Improvements and the costs of other improvement� approved by the City, as follows : (a) the first $ , 7 �f all prepayments of special assessments recognized n paragraph 18 shall be credited to the Debt Service Fun�, (b) thereafter until such time as the special assessmentsjfrom time to time outstanding equal in original principal a ount the Pledged Assessments or less, prepayments of any of t�ie special assessments recognized in paragraph 18 � shall be tr�ated as prepaymen�s of the portion of the special assessmentslnot pledged to the Bonds and shall be credited instead to lsaid special account of the Capital Fund, and used as provided above, and (c) while the special assessments from time to time outstanding equal in original principal amount the Pledgec� Assessments or more, regular installment payments made on th� Pledged Assessments only (not all of the special assessment�,) shall be credited to the Debt Service Fund, and regular installment payments on that portion, if any, of the i � i 39 ' 1 1 ��? � - G�M ° � sloogoo� WHIREAS, the Director, Department of Finance and Management S�rvices , has advised this Counci that the bid of i r .J a.f Y a E� o o c� S►�(.0 r o ra. wa s fou d o be he most ad antageous and has recommended that said bid be �ccepted; and WH�REAS, the proceeds af the Bonds will finance the remodel_ing a d refurbishing of the Como Park conservatory, for which the Ci y is proceeding pursuant to its Charter and Laws of Minnesota for 1988, Chapter 686; and WH�REAS, the City has heretofore issued registered obligations n certificated form, and incurs substantial costs associated w�th their printing and issuance, and substantial continuing t�ansaction costs relating to their payment, transfer and; exchange; and WHIREAS, the City has determined that significant savings in t�ansaction 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 thejCity in the name of a depository or its nominee, and held in safekeeping and immobilized by such depository, and such depbsitory as part of the computerized national securities c,learance and settlement system (the "National System ) registers transfers of ownership interests in the bonds by mak�ing computerized book entries on its own books and distributes �ayments on the bonds to its Participants shown on its books as the owners of such interests; and such Participants, and other banks, brokers and dealers participatinlg in the National System will do likewise (not as agents of tl�e City) if not the beneficial owners of the bonds; and -- WI�EREAS, "Participants" means those financial insti- tutions forlwhom the Depository effects book-entry transfers and pledges of securities deposited and immobilized with the Depository; land WI�EREAS, Midwest Securities Trust Company, a limited purpose tru�t company organized under the laws of the State of Illinois, o any of its successors or successors to its func- tions hereu�der (the "Depository" ) , will act as such deposi- tory with r spect to the Bonds except as set forth below, and there is be�ore this Council a form of letter agreement (the "DepositoryjLetter Agreement" ) setting forth various matters relating to the Depository and its role with respect to the Bonds; and I 2 � � � WHEREAS, the City will deliver the Bonds in the form of one certi�icate 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 �.he Uniform Commercial Code, but not exchanged for smaller deno�minations unless the City determines to issue Replacement �onds as provided below; and WHBREAS, the City will be able to replace the Depository o� under certain circumstances to abandon the "global book�entry form" by permitting the Global Certificates to be exclianged for smaller denominations typical of 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 WH�REAS, "Holder" as used herein means the person in whose name a Bond is registered on the registration books of the City maintained by the City Treasurer or a successor registrar appointed as provided in paragraph 8 (the "Bond Registrar" ) : NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Sain� Paul, Minnesota, as follows : } Acce tance of Bid. The bid of p��p?.�� j' O wonu• V1�o� OY (the "Purchaser" ) to purchase $5, 000, 00 General Obligation Como Conservatory Bonds, Series 1989C, of the City (the "Bonds" , or individually a "Bond" ) , ir1 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 $� NU OOp , plus interes� accrued to settlement, is hereby foun , determined and declared to be the most favorable bid received and is hereb�r accepted, and the Bonds are hereby awarded to said bidder. The Director, Department of Finance and Management Services, or his designee, is directed to retain the deposit of the Purchaser and to forthwith return to the unsuccessful bidders their good faith checks or drafts. 2 . Title; Oriqinal Issue Date; Denominations; Maturities . The Bonds shall be titled "General Obligation Como Conservatory Bonds, Series 1989C" , shall be dated March 1, 1989, as the date of original issue and shall be issued forthwith on or after such date as fully registered 3 bonds . The Bpnds shall be numbered from R-1 upward. Global Certificates �hall each be in tlie denomination of the entire principal amo nt maturing on a single date. Replacement Bonds, if iss�ued as provided in paragraph 6 , shall be in the denomination �of $5, 000 each or in any integral multiple thereof of aisingle maturity. The Bonds shall mature, without option of prepayment, on March 1 in the years and amounts as follows : Yelr Amount Year Amount 19�0 $450, 000 1995 $500, 000 19 1 450,OU0 1996 525,000 19�2 425, 000 1997 550,000 1993 425, 000 1998 600,000 19�4 450, 000 1999 625,000 3 . j Purpose. The Bonds shall provide funds to remodel and �efurbish the Como Park conservatory (the "Improvement�" ) in the City. The proceeds of the Bonds shall be deposited and used as provided in paragraph 17 , for the purpose desc�ribed by Laws of Minnesota for 1988, Chapter 686 . The total cojst of the Improvements, which shall include all costs enumerlated in� Minnesota Statutes, Section 475. 65, is estimated to! be at least equal to the amount of the Bonds . Work on thejImprovements shall proceed with due diligence to completion. ; 4 .i Interest. The Bonds shall bear interest payable � semiannually� on March 1 and September 1 of each year (each, an "Interes�. Payment Date" ) , commencing September 1, 1989 , calculated on the basis of a 360-day year of twelve 30-day months, at t�he respective rates per annum set forth opposite the maturit�► years as follows : Maturi�y Interest Maturity Interest Yeari Rate Year Rate �— 1990� 6.50� 1995 6•�OS $ 1991i �.SO 1996 �.?u 1992i �.Sv 1997 6•7S 1993� f�.SS 1998 6•ka 1994' (�. (�� 1999 6.9 Q Si. Description of the Global Certificates and Global Book�-Entry System. Upon their original issuance the Bonds wil�be issued in the form of a single Global Certifi- cate for e�ch maturity, deposited with the Depository by the 4 il $100,000 . T this effect, any proceeds of the Bonds (and such other obligations ) and any sums from time to L-ime held iii the Account or said special account in the Fund (or any other City account which will be used to pay principal or interest to become due oln the bonds payable therefrom) in excess of amounts whic'h under then-applicable federal arbitrage regulations ay be invested without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictionsl imposed by said arbitrage regulations on such investments �lafter taking into account any applicable "temporary p�eriods " or "minor portion" made available under the federal '�arbitrage regulations . In addition, the proceeds of the Bonds and money in the Account or the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumen- tality thereiof if and to the extent that such investment would cause the Boinds to be "federally guaranteed" within the meaning of Slection 149 (b) of the federal Internal Revenue Code of 1986, as amended (the "Code" ) . 18 . Tax Levy; Coverage Test. To provide moneys for payment of t e principal and interest on the Bonds there is hereby levie upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls an collected with and as part of other general property tax�es in the City for the years and in the amounts as follows: i Year of' Tax Year of Tax Levy� Collection Amount 1988* 1989* $ " U - * 1989 1990 .1�� " 1990 1991 .�,��I�2� 1991 1992 .�� ty 1992 1993� ,�_ ��1,��_� 1993 1994 723�qyg 1994', 1995 715��.�'i 1995' 1996 7u�!`� 1996 1997 ��ZZ 1997 1998 �p 1�53z * Th tax levies are such that if collected in full they, togeth r with estimated collections of any other revenues her in pledged for the payment of the Bonds, will produce at l�east five percent (5�) in excess of the amount I, S{-r,��, p.f /�l�h�es0�}�. �°��,�,�o h ��„� u►��Gs5 ti�� Y �1"I� 31 �� 4�� 1J� s ��I / � D fs� S�o,000 WHER�AS, the Director, Department of Finance and Mana ement Ser�rices, has advised this Council that the bid of P,-Pl,,�.�,�� f,�,��,,,�,pd �t,�,�.,pu�.�was found to be the most advantageous ak�d has recommen ed that said bid be accepted; and � WHEI�EAS, the proceeds of the Bonds will finance the reconstructior� of Shepard Road and Warner Road, for which the City is proce�ding pursuant to its Charter and Laws of Minnesota for � 1988, Chapter 686; and WH� IEAS, the City has heretofore issued registered obligations i certificated form, and incurs substantial costs associated wi h their printing and issuance, and substantial continuing tr�nsaction costs relating to their payment, transfer and �exchange; and WH�REAS, the City has determined that significant savings in t�ansaction 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 thejCity in the name of a depository or its nominee, and held in �afekeeping and immobilized by such depository, and such deppsitory as part of the computerized national securities c�earance and settlement system (the "National System" ) reg;isters transfers of ownership interests in the bonds by mak,'ing computerized book entries on its own books and distributes ;payments on the bonds to its Participants shown on its books as� the owners of such interests; and such Participants and other banks, brokers and dealers participatir�g in the National System will do l�ikewise (not as agents of tl�e City) if not the beneficial owners of the bonds; and WHEREAS, "Participants" means those financial insti- tutions for; whom the Depository effects book-entry transfers and pledges; of securities deposited and immobilized with the Depository;; and - WHEREAS, Midwest Securities Trust Company, a limited purpose tr�st company organized under the laws of the State of Illinois, �r any of its successors or successors to its func- tions here�nder (the "Depository" ) , will act as such deposi- tory with �espect to the Bonds except as set forth below, and there is b�fore this Council a form of letter agreement (the "Depository Letter Agreement" ) setting forth various matters relating tb the Depository and its role with respect to the Bonds; andj � 2 WHE�tEAS, Lhe City will deliver the Bonds in the form of one certif `cate per maturity, each representing the entire principal amo�nt of the Bonds due on a particular maturity date (each a �'Global Certificate" ) , which single certificate per maturity ay be transferred on the City' s bond register as required by t e Uniform Commercial Code, but not exchanged for smaller denom'nations unless the City determines to issue Replacement B nds as provided below; and WHE�tEAS, the City will be able to replace the Depository or under certain circumstances to abandon the "global book-Intry form" by permitting the Global Certificates to be exchang�ed for smaller denominations typical of ordinary bonds registeired 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 6land 12 hereof; and WHE�REAS, "Holder" as used herein means the person in whose name ajBond is registered on the registration books of the City mai tained by the City Treasurer or a successor registrar ap�ointed as provided in paragraph 8 (the "Bond Registrar" ) : j NO�, THEREFORE, BE IT RESOLVED by the Council of the City of Saint� Paul, Minnesota, as follows : 1 . � Acce tance of Bid. The bid of Pi�.J��•� � ��rwo�a 1lncorr��rt�, (the "Purchaser" ) to purchase �- $5,500,000 G�neral Obligation Warner/Shepard Road Bonds, Series 1989D, of the City (the "Bonds" , or individually a "Bond" ) , in �ccordance with the Official Terms of Offering for the bond sal�, at the rates of interest hereinafter set forth, and to pay for the Bonds the sum of S 5�.43y�boo , plus interest acc�ued to settlement, is hereby found, determined and declaredjto be the most favorable bid received and is hereby accep�ed, and the Bonds are hereby awarded to said bidder. The� Director, Department of Finance and Management Services, or� his designee, is directed to retain the deposit of the Purch ser and to forthwith return to the unsuccessful bidders thei� good faith checks or drafts . 2 .I Title; Oriqinal Issue Date; Denominations; Maturities . IThe Bonds shall be titled "General Obligation Warner Shepalyd Road Bonds, Series 1989D" , shall be dated March 1, 198'9, as the date of original issue and shall be issued forth�with on or after such date as fully registered 3 i , I bonds. The Bonds shall be numbered from R-1 upward. Global Certificates shall each be in the denomination of the eiltire principal a ount maturing on a single date. Replacement Bonds, if issued as provided in paragraph 6 , shall be in the denominatio of $5, 000 each or in any integral multiple thereof of a single maturity. The Bonds shall mature, without option of prepayment, on March 1 in the years and amounts as follows : I Year Amount Year Amount 1990 $410, 000 1995 $555, 000 1991 435,000 1996 595, 000 1992 460, OQ0 1997 635,000 1993 490, 000 1998 675,000 1994 520, 000 1999 725,000 3 . Purpose. The Bonds shall provide funds to reconstruct Shepard Road and Warner Road, excluding the development of a grade-separated interchange at the intersectionI of Shepard and Chestnut roads (the "Improve- ments" ) , in Ithe City. The proceeds of the Bonds shall be deposited and used as provided in paragraph 17 , for the purpose desc ibed by Laws of Minnesota for 1988, Chapter 686 . The total co�t 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 mprovements shall proceed with due diligence to completion. 4 . Interest. The Bonds shall bear interest payable semiannually on March 1 and September 1 of each year (each, an "InterestI Payment Date" ) , commencing September 1, 1989 , calculated oh the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years as follows : Maturit Interest Maturity Interest Year Rate Year Rate 1990 � •f° $ 1995 �O.l.S � 1991 6 So 1996 6.?O 1992 b•So 1997 6. 75 1993 �•SS 1998 G • �0 1994 I 4•� 1999 6.Qt� I I 4 I i Account or saiki special account in the Fund (or any other City account which �uill 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 ma�y be invested without regard as to yield shall not be invest�d at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments a�ter taking into account any applicable "temporary pe�iods" or "ma.nor_ portion" made available under the federal a�bitrage regulations . In addition, the proceeds of the Bonds �nd money in the Account or the Fund shall not be invested in opligations or deposits issued by, guaranteed by or insured by, the United States or any agency or instrumen- tality thereo�f if and to the extent that such investment would cause the Bor�'ds to be "federally guaranteed" within the mea�iing of Section 149 (b) of the federal Internal Revenue Code of 1986, as �mended (the "Code" ) . 18{ Tax Levy; Coverage Test. To provide moneys for payment of t�e principal and interest on the Bonds there is hereby levie�i upon al1 of the taxable property in the City a direct annua� ad valorem tax which shall be spread upon the tax rolls an�l collected with and as part of other general property taxles in the City for the years and in the amounts as follows : Year o� Tax Year of Tax Lev�r Collection Amount 198 I * 1989* $ �I S��Yd * 198� 1990 '�l3��'o�s 1990 1991 g�p� y�,� 199�. 1992 �rlo 57� 199,2 1993 go�,3�Y 19913 1994 gpq�p�,� 199�4 1995 �EZ� 33L 199;5 1996 &I `��7 19916 1997 y0�� y72 19g7 1998 �13J�7 *heretofor� levied or provided from othe� available City funds �he tax levies are such that if collected in full they, together with estimated collections of any other revenues herein pledged for the payment of the Bonds, will produce at; least five percent (5$) in excess of the amount needed to hneet when due the principal and interest payments on the Bonds .� The tax levies shall be irrepealable so long as � 31 J � �� ''`� 569T � � 2�Z•� �� ACCEPTING BID ON SALE OF $2, 2 5,I000 GENERAL OBLIGATION CAPITAL IMPROVEMENT �� REFUNDING BONDS, SERIES 1989E, I AND PROVIDING FOR THEIR ISSUANCE . WHF�'REAS, the Director, Department of Finance and Management Se'rvices, has presented affidavits showing publication df notice of the sale of approximately $2,275,000 General Obliglation Capital Improvement Refunding Bonds, Series 1989E (the "�onds" ) , of the City of Saint Paul, Minnesota (the "City" ) , forlwhich bids were to be considered at this meeting in accordanc� with Resolution No. 89-14 adopted by this Council on J�lnuary 17, 1989, and approved by the Mayor on January 18, ]1989; and the affidavits have been examined, have been found td comply with the provisions of Minnesota Statutes, Ch�pter 475, and have been approved and ordered placed on fi1e; and , WH�REAS, the bids set forth on Exhibit A attached hereto were �eceived pursuant to the Official Terms of Offering by �he Director, Department of Finance and Management Services, at� the offices of Springsted Incorporated at 2: 00 P.M. , Centra�. Time, on February 13 , 1989; and i i . i /i J WHE�EAS, the Director, Depar ment of Finance and Management Se�vices�, has advised this Council that the bid of � f Ch ,'cz �; C2 � avlLl f"'S �1G• was found to be the most advantageou nd as recommend d tha said bid be accepted; and ouncil of the Cit has heretofore WHE � EAS, the Cit C y � y determined th�t it is necessary and expedient to provide moneys for a �rossover refunding of all of the City' s callable General Obligation Capital Improvement Bonds, Series 1982, dated March l�, 1982 , issued in the original principal amount of $7, 320,000� (the "Prior Bonds" ) , of which $2 , 225, 000 matures on or after �iarch 1, 1991, and is callable on the earliest call date of ;March 1, 1990; and WHF,REAS, refunding the callable Prior Bonds is consistent wi�th covenants made with the holders thereof, and is necessary �and desirable for the reduction of debt service cost to the �ity; and WH�REAS, the City reserved the right to increase or decrease the� amount of bonds issued for such purpose from the $2,275,000 s�t forth in the Official Terms of Offering, and it is necessary; and expedient to issue the Bonds in the amount of ✓ � $ 07 ��s 0 t,b finance the crossover refunding of the callable Prior onds;; and WI�EREAS, the City has heretofore issued registered obligations !in certificated form, and incurs substantial costs associated �ith their printing and issuance, and substantial continuing t�ransaction costs relating to their payment, transfer an� exchange; and W�iEREAS, the City has determined that significant savings in �ransaction costs will result from issuing bonds in "global boo�C-entry form" , by which bonds are issued in certificate�i form in large denominations, registered on the books of thje City in the name of a depository or its nominee, and held ir�� safekeeping and immobilized by such depository, and such d�pository 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 distribute� payments on the bonds to its Partici-pants shown on its boo�s as the owners of such interests; and such Participanl�s and other banks, brokers and dealers participat�ng in the National System will do likewise (not as agents of �he City) if not the beneficial owners of the bonds; and � 2 � il �I WF�EREAS, "Participants" means those financial institutions for whom the Depository effects book-entry transfers ar�d pledges of securities deposited and immobilized with the Depository; and W�EREAS, Midwest Securities Trust Company, a limited purpose tru�t company organized under the laws of the State of Illinois, or any of its successors or successors to its functions he�reunder (the "Depository" ) , will act as such depository w�ith respect to the Bonds except as set forth below, and t ere is before this Council a form of letter agreement (tl�ie "Depository Letter Agreement" ) setting forth various matt�ers relating to the Depository and its role with respect to t�e Bonds; and WH�REAS, the City will deliver the Bonds in the form of one certi�icate per maturity, each representing the entire principal ampunt 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 deno inations unless the City determines to issue Replacement �onds as provided below; and WH�REAS, the City will be able to replace the Depository o�t under certain circumstances to abandon the "global book-�entry form" by permitting the Global Certificates to be exchanc�ed for smaller denominations typical of ordinary bonds registered on the City' s bond register; and "Replacement Bonds" means �the certificates representing the Bonds so authenticatec� and delivered by the Bond Registrar pursuant to paragraphs 6 �and 12 hereof; and WHE�tEAS, "Holder" as used herein means the person in whose name a �ond is registered on the registration books of the City main�ained by the City Treasurer or a successor registrar apppinted as provided in paragraph 8 (the "Bond � Registrar" ) : ' , NOWr THEREFORE, BE IT RESOLVED by the Co il of the City of Saint�� Paul, Minnesota, as follows : 1 . I� Acce tance of Bid. The bid o �tYS� G�n�Gayp � 3 . M av S G. (the "Purchaser" ) to purchase the General Oblig tion Capital Improvement Re unding Bonds, Series 1989E, of the City (the "Bonds" , or individually a "Bond" ) , offered in th� aggregate principal amount of $2 ,275,000 , I' 3 � i sub 'ect to ch �n e, all in accordance with the Official Terms 7 � g of Offering f�r the bond sale, at the rates of interest hereinafter s�t forth, and to pay therefor the sum of � $��.Sb, plus interest accrued to settlement, is hereby found, determ ned and declared to be the most favorable bid received and �s hereby accepted for Bonds in the aggregate r principal amo� nt of $ a,2`S�QOf� and purchase price of $ � a�s �Y . , plus ac rc ued interest to settlement, and the ✓ Bonds are her�eby awarded to said bidder. The Director, Department of� Finance and Management Services, or his designee, is �directed to retain the deposit of the Purchaser and to forthwith return to the unsuccessful bidders their good faith checks �or drafts . 2 . �I Title; Oriqinal Issue Date; Denominations; Maturities . � The Bonds shall be titled "General Obligation Capital Impr�vement Refunding Bonds, Series 1989E" , shall be dated March �, 1989 , as the date of original issue and shall be issued fo�thwith on or after such date as fully registered bonds . The �onds shall be numbered from R-1 upward. Global Certificates; shall each be in the denomination of the entire principal a�r�'ount maturing on a single date. Replacement Bonds, if i�'sued as provided in paragraph 6, shall be in the denominatiori of $5,000 each or in any integral multiple thereof of a single maturity.• The Bonds shall mature on March 1 in tthe years and amounts as follows: Year Amount 1991 1 100 000 $ � . 1992 1, 1 5,000 � Im the Official Terms of Offering the City specificall,�y reserved the right to increase or decrease the aggregate principal amount of the 1992 maturity of the Bonds by not mor� than $50,000 higher or lower, and the above schedule di�ffers from the schedule in the Official Terms of Offering b�t is within such right as so reserved. For the purpose of � complying with Minnesota Statutes, Section 475 .54, Subdivisio� 1, the maturity schedule for the Bonds has been combined w�th the unpaid and uncallable maturities of the Prior Bond� as permitted by Minnesota Statutes, Section 475 .54, Subdivision 2 . �3. Purpose; Refundinq Findings . The Bonds (together �with other available funds, if any, to be appropr� - ated} shal,�l provide funds for a crossover refunding ��f all of the City' s� callable Prior Bonds (which callable Prior Bonds 4 are hereinaf�er collectively referred to as the "Refunded Bonds" ) . It is hereby found, determined and declared that such refundimg is pursuant to Minnesota Statutes, Section 475 . 67 , Subd�vision 13, and shall result in a reduction of debt service cost to the City. 4 . Interest. The Bonds shall bear interest payable semiannually on March 1 and September 1 of each year (each, an "Interest Payment Date" ) , commencing September 1, 1989, calculated o� the basis of a 360-day year of twelve 30-day months, at tk�e respective rates per annum set forth opposite the maturityiyears as follows : Maturity Year Interest Rate , ,/� ' 19 91 `•yd � �� 1992 6•5� 5 . Description of the Global Certificates and Global Book- ntr S stem. Upon their original issuance the Bonds will b issued in the form of a single Global Certifi- cate for eac maturity, deposited with the Depository by the Purchaser and immobilized as provided in paragraph 6 . No beneficial o�aners 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 subsequ�ent 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 participa- ting in the �Jational System. The Depository' s book entries of beneficial o nership interests are authorized to be in incre- ments of $5,000 of principal of the Bonds, but not smaller increments, despite the larger authorized denominations of the Global Certi'�ficates . Payment of principal of, premium, if any, and in erest on the Global Certificates will be made to the Bond Reg��istrar as paying agent, and in turn by the Bond Registrar ta the Depository or its nominee as registered owner of the Global Certificates, and the Depository according to the laws an rules governing it will receive and forward payments on�behalf of the beneficial owners of the Global Certificates. Pa�yment of principal of, premium, if any, and interest onla Global Certificate may in the City' s discretion be made by such other method of transferring funds as may be requested b� the Holder of a Global Certificate. 5 available fun�ls if payment in such form is necessary to meet the timing requirements below) to the person in whose name this Bond is �egistered ( the "Holder" or "Bondholder" ) on the registration ooks of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on t�e fifteenth calendar day preceding such Interest Payment Date i(the "Regular Record Date" ) . Interest payments shall be rec�ived by the Holder no later than 12 :00 noon, Chicago, Ill 'nois, time; and principal and premium payments shall be rec�ived by the Holder no later than 12 : 00 noon, Chicago, I11�1nois, time, if the Bond is surrendered for payment enouc�h in advance to permit payment to be made by such time. Any interest not so timely paid shall cease to be payable to tY�e person who is the Holder hereof as of the Regular Reco�td Date, and shall be payable to the person who is the Holder h�reof at the close of business on a date (the "Special Rec�rd Date" ) fixed by the Bond Registrar whenever money become� available for payment of the defaulted interest. Notice of th� Special Record Date shall be given to Bondholders �ot less than ten days prior to the Special Record Date. The p�incipal of and premium, if any, and interest on this Bond ar�e payable in lawful money of the United States of America. Da�te of Payment Not Business Day. If the date for payment of t�he principal of, premium, if any, or interest on this Bond sY�all be a Saturday, Sunday, legal holiday or a day on which barlking institutions in the City of Chicago, Illinois, o� the city where the principal office of the Bond Registrar is located are authorized by law or executive order to close, t�en the date for such payment shall be the next succeeding ay 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 i� made on the nominal date of payment. Nb Redemption. The Bonds of this issue are not subject to �edemption and prepayment prior to their maturity. � I,�suance; Purpose; General Obligation. This nd is one of an iissue in the total principal amount of $2 ,2 5,000, all of lik�,' date of original issue and tenor, except as to number, mat�urity, interest rate and denomination, which Bond has been i�sued pursuant to and in full conformity with the Constitutidn and laws of the State of Minnesota and the Charter of �the Issuer, and pursuant to a resolution adopted hy the City Council of the Issuer on February 14 , 1989 ( the "Resolutior�" ) , for the purpose of providing, together with any � 10 ON REVERSE OF BOND D te of Payment Not Business Day. If the date for payment of t�he principal of, premium, if any, or interest on this Bond shjall be a Saturday, Sunday, legal holiday or a day on which baniking institutions in the City of Chicago, Illinois, o� the city where the principal office of the Bond Registrar isl located are authorized by law or executive order to close, th�en the date for such payment shall be the next succeeding d��ay which is not a Saturday, Sunday, legal holiday or a day on �ahich such banking institutions are authorized to close, and pjayment on such date shall have the same force and effect as ifimade on the nominal date of payment. No Redem tion. The Bonds of this issue are not � subject to r demption and prepayment prior to their maturity. Is uance• Pur ose• General Obli ation. This ond is one of an is ue in the total principal amount of $2,2 ,000, � all of like �late of original issue and tenor, except as to number, matu�ity, interest rate and denomination, which Bond has been iss�ed pursuant to and in full conformity with the Constitutioniand laws of the State of Minnesota and the Charter of tMe Issuer, and pursuant to a resolution adopted by the City Cou�cil of the Issuer on February 14, 1989 (the "Resolution" � , for the purpose of providing, together with� any contribution of the Issuer, funds sufficient for a crossover refunding on �,their earliest call date of the callable maturities o� the Issuer' s General Obligation Capital Improvement �onds, Series 1982 . This Bond is payable out of the Escrow Adcount of the Issuer' s General Obligation Capital Improvement ]1989 Refunding Bonds Account as to interest through and i�ncluding March 1, 1990, and thereafter out of the , General Debt Service Fund of the Issuer. This Bond constitutes � general obligation of the Issuer, and to provide moneys for t�e prompt and full payment of its principal, premium, if a�ny, and interest when the same become due, the full faith anjd credit and taxing powers of the Issuer have been and are ihereby irrevocably pledged. Denbminations; Exchanqe; Resolution. The Bonds are issuable sole�y as fully registered Bonds in the denominations of $5,000 andiintegral multiples thereof of a single maturity and are excha�geable for fully registered Bonds of other authorized de�ominations in equal aggregate principa._t amounts at the principal office of the Bond Registrar, but only in tlie manner and subject to the limitations provided in tr�e li 22 i ... . , ; � .�_ WMITE - CITV CIERK �� - - �� `�� . , ' Y �ti;- .• '� PINK ,FINANCE � COU�IC� , � BLUERV - MAVORTMENT G I TY OF SA I NT PAU L File NO. �� f�� --� ,, � Council Resolution � Presented By . •` � : Referred To Committee: Date Out of Committee By Date K7!'.�i!'tTfQ ftt� O�i A�iii O� �11,?50,0 t t�#L �Qii'Ztfr l�TZ�iL �S� 1!Sl�� l�VIDZ� !� '!�'I! I�i� �� '!� !OR '!�! �! ?�0� , tbe Dis'iCto3c, tieptztMat vf liaasc� aod lfaua�t Servf css, bas pras�atid a!`f i�a�rf ts shvwing pabli�ti� o# �tic� af t� sale at �11,'75�.0�� 6faeral O�ligatie�a Cs t�� Z�reyva�snt B�a, S�ries 19a91! tt.h�► ��lw)r O� C�tp Of Si�3�t FtIIl� 1[�flAl�Oti ��! *C#tt�f� for �rhic�► b v�sr� to b� v�4iel�erid at t61s �s+stinq im acoordaa� wi Aescrlati� llo. 89-1t adopt�d b�r this E?ova�eil o� JannarT 17 �la9, aa8 ap�avee! by t� II�?or +an Janoar� 18, I9s9 t a�d th� a�'lids�rit� �a�na !� a�win�d. l�ave beat _ fonnd to c�rp y rith tti+e pro�risions a� ltim�sc►ta Statn�, �� Cbapte�r 495, bave �s approvad and �e'lers�d plaex� oa lilej anel , th� �ids set torth on E�ibit A attacl�sd hereto �re sf� p�rsaast to t.he tt�tfieial Tszss oi t�tl�rinq br Dire�tor, D�p�rt�at ot tiaasce a�d lY�sg�at 8arvicss, at hs oltices of SpriaqsY.ad Ia�orporated st . 3:8A F.M,, trsl 43as, va �svu�cy 23. 19i!� aaQ r � a� _ .. ' •COUNCIL MEMBERS Requested by Department of: Yeas , Nays Dimond �'!�� ifd � �i�t�l�i � Lo� [n Fador t Goswitz . ., . Rettu�an , � ' � sc�t� Against BY � ' , Sonnen � Wilson Form Approved by City Attorney Adopted by Council: ate '- Certified Passed by Counci Secretary By � ;:�:_ : By Approved by Mavor. Date pproved by Mayor for Submi$sion:to Council '�' � -,:..i By By . , . _ _ _ f _. __ � � ��9-/�� W[I�REAS, the Director, Department of Finance and rianaqement S�rvices , l�as advised this Council that the bid of ��iper, J��tfr��y & Ho�woocl Incorp�rate�i was found to be the most advaritagec.�usl anc� lias recommended that said bid be accepted; and , wH'IEREt�S , the procee�s of the Bunds will finance certain capi,ltal improvements , for which the City is proceeding pursuant to its Charter and Laws of Minnesota for 1971, Chapter 773 ,1 as amended; and WE�EREAS , the City has heretofore issued registered obligationslin certificated form, and incurs substantial costs associ�ated with their printing and issuance, and substantial continuing transaction costs relating to their payment, trinsfer and exchange; ar�-'_ � WI�ERERS, the City has determined that significant savings in $ransaction costs will result from issuing bonds in "gloUal boo �k-entry form" , by which bonds are issued in certificate form in large denominations, registered on the books of th� City in the name of a depository or its nominee, and held injsafekeeping and immobilized by such depository, and such de ository as part of the computerized national securities �learance and settlement system ( the "National System" ) registers transfers of ownership interests in the bonds by ma�Cing computerized book entries on its own books and distributes payments on the bonds to its Participants shown on its book;� as the owners of such interests; and such Participant� and other banks, brokers and dealers participating in the National System will do likewise (not as agents of tlhe City) if not the beneficial owners of the bonds; and WIHERERS, "Participants" means those financial insti- tutions fo� whom the Depository effects book-entry transfers and pledges of securities deposited and immobilized with the Depository;! and V�HEREAS, Midwest Securities Trust Company, a limited purpose tr�ist company organized under the laws of the State of Illinois , �r any of its successors or successors to its func- tions here nder (the "Depository" ) , will act as such deposi- tory with �espect to tlie Bonds except as set forth below, and there is b�fore this Council a form of letter agreement (the "Depositor Letter Agreement" ) setting forth various matters relating t� the Depository and its role with respect to the � Bonds; and i - � 2 � � ��9 -�� ; WHERIEAS, the City will deliver the Bonds in the f orm of one certifiicate per maturity, each representing the entire principal amownt 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 t}ie Uniform Commercial Code, but not exchanged for smaller denomknations unless the City determines to issue Replacement Bc�nds as provided below; artd WHE�tEAS, the City will be able to replace the Depository or� under certain circumstances to abandon the "global book-entry form" by permitting the Global Certificates . to be exchanged for smaller denominations typical of ordinary bonds registe�ed 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 WH�REAS, "Holder" as used herein means the person in whose name a �Bond is registered on the registration books of the City mai�tained by the City Treasurer or a successor registrar ap�ointed as provided in paragraph 8 (the "Bond Registrar" ) : N0� THEREFORE, BE IT RESOLVED by the Council of the City of Saint�Paul, Minnesota, as follows : 1 .� Acceptance of Bid. The bid of Piper, Jaffray & Hopwood Inco�rporated (the "Purchaser" } to purchase $11,750,000 General Oblijgation Capital Improvement Bonds, Series 1989A, of the City ( the "Bonds" , or individually a "Bond" ) , in accordance with the Official Terms of Offering for the bond sale, at th� rates of interest set forth hereinafter, and to pay for the Bonds the sum of $11, 609 ,000, plus interest accrued to �ettlement, is hereby found, determined and declared to � be the most favorable bid received and is hereby accepted, a�d the Bonds are hereby awarded to said bidder. The Directo�, Department of Finance and Management Services, or his desi�nee, is directed to retain the deposit of the Purchaser a�d to forthwith return to the unsuccessful bidders their good �faith checks or drafts . 2�. Title; Oriqinal Issue Date; Denominations; Maturities .� The Bonds shall be titled "General Obligation Capital Improvement Bonds , Series 1989A" , shall be -dated March 1, 1�E39 , as the date of original issue and shall be issued for�hwith on or after such date as fully registered � � 3 t /1 , G��'/_'�aS(� bonds . The �onds shall be numbered from R-1 upward. Global Certificates shall each be in the denomination of the entire principal am�unt maturing on a single date. Replacement Bonds , if is�ued as provided in paragraph 6 , shall be in the denominationlof $5 , 000 each or in any integral multiple thereof of a , single maturity. The Bonds shall mature, without option of pr�payment, on March 1 in the years and amounts as follows : Ye r Amount Year Amount 1990 S 825 , 000 1995 S1,200, 000 19�1 925 , 000 1996 1,275,000 1992 1, OU0 , 000 1997 1, 350, 000 19�3 1, 050, 000 1998 1, 450, 000 1994 1, 125, 000 1999 1,550, 000 3 . I Purpose. The Bonds shall provide funds for the constructionlof various capital improvements (the "Improve- ments" ) in t�e City. The proceeds of the Bonds shall be deposited an�i used as provided in paragraph 17 , for the purpose described by Laws of Minnesota for 1971, Chapter 773, as amended. jThe total cost of the Improvements , which shall include all costs enumerated in Minnesota Statutes , Section 475 .65 , is ejstimated to be at least equal to the amount of the Bonds . Work on the Improvements shall proceed with due diligence t� completion. 4 .I Interest. The Bonds shall bear interest payable semiannually on March 1 and September 1 of each year (each, an "Iiiterest� Payment Date" ) , commencing September 1, 1989 , calculated c►n the basis of a 360-day year of twelve 30-day months, at i�he respective rates per annum set forth opposite the maturit�r years as follows : Maturity Yea� Interest Rate Maturity Year Interest Rate 1990 6 . 50� 1995 6 . 65$ 1991 6 .50 1996 6 .70 1992 6 . 50 1997 6 .75 1993 6 .55 1998 6 .80 1994 � 6 . 60 1999 6 . 90 5! Descri tion of the Global Certificates and Global Book Entr S stem. Upon their original issuance the Bonds will e issued in the form of a single Global Certifi- cate for ea h maturity, deposited with the Depository by the Purchaser a�d inimobilized as provided in paragraph 6 . No _ , ' 4 � , ' �'�=�� I beneficial �wners of interests in the Bonds will receive certificates representing their respective interests in the Bonds excep�t as provided in paragraph 6 . Except as so provided, during the term of the Bonds, beneficial ownership (and subseqµent transfers of beneficial ownership) of interests ih the Global Certificates will be reflected by book entries mad� on the records of the Depository and its Participant� and other banks, brokers, and dealers partici- pating in t e National System. The Depository' s book entries of benefici�al ownership interests are authorized to be in increments bf $5,000 of principal of the Bonds, but not smaller inczements, despite the larger authorized denominatio�s of the Global Certificates . Payment of principal of, premium, if any, and interest on the Global Certificate will be made to the eond 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 Dep�sitory according to the laws and rules governing it will recleive and forward payments on behalf of the beneficial �owners of the Global Certificates. , Paymenit of principal of, premium, if any, and interest on a Global C rtificate may in the City' s discretion be made by such other�ethod of transferring funds as may be requested by the Holder of a Global Certificate. 6I. Immobilization of Global Certificates by the De ositor • Successor De ositor • Re lacement Bonds . Pursuant to the req est of the Purchaser to the Depository, which request is required by the Official Terms of Offering, immedi- ately upon 'the original delivery of the Bonds the Purchaser will deposlt the Global Certificates representing all of the Bonds with 'the Depository. The Global Certificates shall be in typewrii�ten form or otherwise as acceptable to the Depository, shall be registered in the name of the Depository or its nom�nee and shall be held immobilized from circulation at the off 'ces of the Depository on behalf of the Purchaser and subseq ent bondowners . The Depository or its nominee will be the sol� holder of record of the Global Certificates and no investor or other party purchasing, selling or otherwise transferri�g ownership of interests in any Bond is to receive, hold or de iver any bond certificates so long as the Depository holds the Global Certificates immobilized from circulatior�, except as provided below in this paragraph and in paragraph �2 . Certi�icates evidencing the Bonds may not after their original delivery be transferred or exchanged except: , , 5 I ` �.-�q-ia b , �i) Upon registration of transfer of� ownership of a Globa�. Certificate, as provided in paragraph 12, (�.i) To any successor of the Depository (or its nominee� or any substitute depository (a "substitute depository" ) designated pursuant to clause (iii) of this subparat�raph, provided that any successor of the Depositpry or any substitute depository must be both a "cleari�ng corporation" as defined in the Minnesota Uniform Commercial Code at Minnesota Statutes, Sectionl336 . 8-102, and a qualified and registered "cleari�g agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended, ( ilii) To a substitute depository designated by and acceptable to the City upon (a) the determination by the Depositlory that the Bonds shall no longer be eligible for its dep�ository services or (b) a determination by the City that the Deposito=y is no longer able to carry out its fur�ctions, provided that any substitute depository must b� qualified to act as such, as provided in clause (ii) o this subparagraph, or ('liv) To those persons to whom transfer is reques�ed in written transfer instructions in the event that: ! (a) the Depository shall resign or discontinue it�s services for the Bonds and the City is unable to l�cate a substitute depository within two (2 ) months fQllowing the resignation or determination of non- eligibility, or � � � (b) upon a determination by the City in its sble discretion that ( 1) the continuation of the bbok-entry system described herein, which precludes t�e issuance of certificates (other than Global C�rtificates) to any Holder other than the D�pository (or its nominee) , might adversely affect t�e interest of the beneficial owners of the Bonds, o� (2) that it is in the best interest of the b neficial owners of the Bonds that they be able to o�tain certificated bonds, in eit�her of which events the City shall notify Holders of its� determination and of the availability of • certifiicates (the "Replacement Bonds" ) to Holders I 6 � ; �-�y�-�a� . requesti�ng the same and the registration, transfer and exchang of such Bonds will be conducted as provided in paragra�hs 9B and 12 hereof. Inithe event of a succession of the Depository as may be autho�ized by this paragraph, the Bond Registrar upon presentation of Global Certificates shall register their transfer to he substitute or successor depositories, and the substitute o successor depository shall be treated as the Depository fbr all purposes and functions under this resolution. IThe Depository Letter Agreement shall not apply to a substit�te or successor depository unless the City and the substitu�e or successor depository so agree, and a similar agreement ma� be entered into. 7 . ! No Redemption. The Bonds shall not be subject to redemptio� and prepayment prior to their maturity. 8 . i Bond Reqistrar. The Treasurer of the City is appointed to act as bond reqistrar and transfer agent with respect to t�e Bonds (the "Bond Registrar" ) , and shall do so unless and uhtil a successor Bond Registrar is duly appointed. A successor �ond Registrar shall be an officer of the City or a bank or tr�ust company eligible for designation as bond registrar pu�suant to Minnesota Statutes, Chapter 475, and may be appointed; pursuant to any contract the City and such successor Bo!nd Registrar shall execute which is consistent herewith. T!he Bond Registrar shall also serve as paying agent unless and u�ntil a successor paying agent is duly appointed. Principal ar�d interest on the Bonds shall be paid to the Holders (or record holders) of the Bonds in the manner set forth in th� forms of Bond and paragraph 14 of this resolution. . 9 .i Forms of Bond. The Bonds shall be in the form of Global C�rtificates unless and until Replacement Bonds are made availaY�le as provided in paragraph 6 . Each form of bond may contain such additional or different terms and provisions as to the fc�rm of payment, record date, notices and other matters as �re consistent with the Depository Letter Agreement and approved by the City Attorney. A Global Certificates . The Global Certificates, together wi�h the Certificate of Registration, the form of Assignment �nd the registration information thereon, shall be in substant�ally the followinq form and may be typewritten rather thaniprinted: _ , 7 , • ; �;?r=�r-�a� ; UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- S �ENERAL OBLIGATION CAPITAL IMPROVEMENT BOND, SERIES 1989A INTEREST �I MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP March 1, 199_ March 1, 1989 REGISTERED qWNER: PRINCIPAL AMOUNT: DOLLARS K1�OW ALL PERSONS BY THESE PRESENTS that the City of Saint Pau1, Ramsey County, Minnesota (the "Issuer" or "City" ) , certifies t�at it is indebted and for value received promises to pay to t2}e registered owner specified above or on the certificateiof registration below, or registered assigns, without option of prepayment, in the manner hereinafter set forth, the �Drincipal amount specified above, on the maturity date specified above, and to pay interest thereon semiannually on March 1 �nd September 1 of each year (each, an "Interest Payment Dat�" ) , commencing September 1, 1989, at the rate per annum speci ied above (calculated on the basis of a 360-day year of twe ve 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 oir, if no interest has been paid, from the date of original is�sue hereof. The principal of and premium, if any, on this Bonkl are payable by check or draft in next day funds or its equi�valent (or by wire transfer in immediately available f�unds if payment in such form is necessary to meet the timing ;requirements below) upon presentation and surrender hereof at tihe principal office of the Treasurer of the Issuer in Saint Palul, Minnesota (the "Bond Registrar" ) , acting as paying aqent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Palyment Date by check or draft in next day funds or its equival;ent mailed (or by wire transfer in immediately available �unds if payment in such form is necessary to meet i 8 � � � l.� �� T 1 the timing req�irements below) to the person in whose name this Bond is r�gistered (the "Holder" or "Bondholder" ) on the registration bboks of the Issuer maintained by the Bond Registrar and �t the address appearing thereon at the close of business on the fifteenth calendar day preceding such Interest Payment Date (Ithe "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 recei�ved by the Holder no later than 12 :00 noon, Chicago, Illir�ois, time, if the Bond is surrendered for payment enougl� in advance to permit payment to be made by such time. Any in�.erest not so timely paid shall cease to be payable to th� person who is the Holder hereof as of the Regular Recor� Date, and shall be payable to the person who is the Holder he�eof at the close of business on a date (the "5pecial Reco*d 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 nbt less than ten days prior to the Special Record Date. The pr�incipal of and premium, if any, and interest on this Bond are� payable in lawful money of the United States of America. Da �e of Pa ent Not Business Da . If the date for payment of the principal of, premium, if any, or interest on this Bond sh�ll be a Saturday, Sunday, legal holiday or a day on which banl�ing 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, th�n the date for such payment shall be the next succeeding d�y which is not a Saturday, Sunday, legal holiday or a day on �ahich such banking institutions are authorized to close, and p�yment on such date shall have the same force and effect as if; made on the nominal date of payment. Nd Redemption. The Bonds of this issue are not subject to �'edemption and prepayment prior to their maturity. Issuance• Pur ose• General Obli ation. This Bond is one of an i sue in the total principal amount of $11, 750, 000, all of like � date of original issue and tenor, except as to number, mat�rity, interest rate, and denomination, which Bond has been is5ued pursuant to and in full conformity with the Constitutio{� and laws of the State of Minnesota, including particularl� Laws of Minnesota for 1971, Chapter 773, as amended, and the Charter of the Issuer, and pursuant to a resolution iadopted by the City Council of the Issuer on February 14;, 1989 (the "Resolution" ) , for the purpose of 9 . ��-�a� providing mdney to finance the acquisition, construction and repair of v rious capital improvements in the City. This Bond is payable q�ut of the General Debt Service Fund of the Issuer. This Bond c nstitutes a general obligation of the Issuer, and to provide oneys for the prompt and full payment of its principal, remium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been a d are hereby irrevocably pledged. D nominations • Exchan e• Resolution. The Bonds are issuable ori�ginally only as Global Certificates in the denomination of the entire principal amount of the issue maturing on a single date. Global Certificates are not exchangeable for fully registered bonds of smaller denominations except 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 denominatior�s of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of otY�er authorized denominations in equal aggregate principal amjounts at the principal office of the Bond Registrar, blut 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 t e Bond Registrar. Copies of the Resolution are on file in he principal office of the Bond Registrar. R lacement Bonds . Replacement Bonds may be issued by the Issu r in the event that: _ (au) the Depository shall resign or discontinue its servic�s 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 discret�ion that ( 1) the continuation of the book-entry system ,described in the Resolution, which precludes the issuancie of certificates (other than Global Certificates) to anylHolder other than the Depository (or its nominee) , might dversely 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 abl to obtain certificated bonds . T ansfer. This Bond shall be registered in the name of the paye on the books of the Issuer by presenting this � 10 � ��,--<��/�� y Bond for registration to the Bond Registrar, who will endorse his, her or its name and note the date of registration opposite th� name of the payee in the certificate of registratio� 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 unitil this Bond is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar. Transfer of this Bond m�y, at the direction and expense of the Issuer, be subject to certain other restrictions if required to qualify this Bond a� 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. T�eatment of Registered Owner. The Issuer and Bond Registrar m�y 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 Boncl 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. Npt Qualified Tax-Exempt Obliqations . 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. 11 ` � �"�r-i�� . ; � IT �S HEREBY CERTIFIED AND RECITED that all acts, conditions an�l things required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to happ{en and to be performed, precedent to and in the issuance of t�is Bond, have been done, have happened and have been performe�d, in regular and due form, time and manner as required by l�aw, and this Bond, together with all other debts of the Issuer� outstanding on the date of original issue hereof and on the d��te of its issuance and delivery to the original purchaser, daes not exceed any constitutional or statutory or Charter limi�,ation of indebtedness . IN ;WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minn�sota, by its City Council has caused this Bond to be sealed witth its official seal and to be executed on its behalf by th� photocopied facsimile signature of its Mayor, attested by t�he photocopied facsimile signature of its Clerk, and counters�gned by the photocopied facsimile signature of its Directory Department of Finance and Management Services . � � � � � � � � _ 12 � i ��-�� Date of Regis�tration: Registrable by: Payable at: BOND REGISTR�R'S CITY OF SAINT PAUL, CERTIFICATE CDF RAMSEY COUNTY, MINNESOTA AUTHENTICATIQN This Bond is one of the Bonds descri}�ed in the Resolution m�ntioned Mayor within. Attest: , City Clerk Bond Registr�r By I, Countersigned: AuthorizedjSignature Director, Department of Finance and Management Services (sE�) ! . General Obli;gation Capital Improvement Bond, Series 1989A, No. R- � 13 I � j ✓ �j-�a� � CERTIFICATE OF REGISTRATION The transfe� of ownership of the principal amount of the attached Bo d may be made only by the registered owner or his, her or its �egal representative last noted below. DATE OF SIGNATURE OF REGISTRATIO�I REGISTERED OWNER BOND REGISTRAR , I I _ i I 14 . � l(�-_. ��-ia� I� ABBREVIATIONS The fdllowing abbreviations, when used in the inscription on the face' of this Bond, shall be construed as though they were writteln out in full according to applicable laws or regulations�: TEN COM - a�s tenants in common TEN ENT - as tenants by the entireties JT TEN - asijoint tenants with right of survivorship an�l not as tenants in common UTMA - , as custodian for (C�ZSt) (Minor) unde� the Uniform Transfers to Minors Act (State) Aldditional abbreviations may also be used though not in the above list. ,I � �I � � 15 i . ��-�a� . � i ASSIGNMENT Forivalue received, the undersigned hereby sells, assigns and t�ansfers unto the within Bond and does hereby irrevo�ably constitute and appoint attorney to t�tansfer the Bond on the books kept for the registration ithereof, with full power of substitution in the premises . i Dated: � Not'ice: 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 Gua'ranteed: � 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 stc�ck exchanges. Th� eond Registrar will not effect transfer of this Bond unless �he information concerning the transferee requested be ow is provided. Name and Add�ess : 1 oint owners i ( Include information for al j if the Bond is held by joint account. ) ; � i � � 16 I . ��.�� 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 dr exchanged the Bond Registrar shall deliver a certificate i;n the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global Certificate shall not otY�erwise be required to exchange the Global Certif- icate for on� or more Replacement Bonds since the City recog- nizes that s�me bondholders 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 R�placement Bonds, together with the Bond Registrar' s ertificate of Authentication, the form of Assignment a�d the registration information thereon, shall be in substanti�lly the following form: � � � � � � . ; 17 . ' C�i=��r-�a� � UNITED STATES OF AMERICA � STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- $ IIGENERAL OBLIGATION CAPITAL IMPROVEMENT BOND, SERIES 1989A NTERE T I� MATURITY DATE OF I S RATE I DATE ORIGINAL ISSUE CUSIP March 1, 1989 REGISTERED CIWNER: PRINCIPAL A1�OUNT: DOLLARS KI�OW 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 th�e registered owner specified above, or registered assigns, wit�out option of prepayment, in the manner hereinafter �et forth, the principal amount specified above, on the matur�.ty date specified above, and to pay interest thereon semi�nnuall� on March 1 and September 1 of each year (each, an "I�terest Payment Date" ) , commencing September 1, 1989, at the, rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal su is paid or has been provided for. This Bond will bear in�erest from� the most recent Interest Payment Date to which int�rest has been paid or, if no interest has been paid, from tme date of original issue hereof. The principal of and premi�km, 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 an successor paying agent duly appointed by the Issuer. Int�rest on this Bond will be paid on each Interest Payment Date �by check or draft mailed ta the person in whose name this Borld is registered (the "Holder" or "Bondholder" ) on the registra�ion books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on t�he fifteenth calendar day preceding such Interest Payment Date '(the "Regular Record Date" ) . Any interest not so I , 18 � C'r=��-ia� . � timely paid �hall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to t�e person who is the Holder hereof at the close of business on � date (the "Special Record Date" ) fixed by the Bond Registr r whenever money becomes available for payment of the defaulte� interest. Notice of the Special Record Date shall be giv�n to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and int�rest on this Bond are payable in lawful money of the United States of America. RE�'ERENCE IS HEKEBY MADE TO THE FURTHER PROVISIONS OF THIS BOND� SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR AL1L PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. j I� 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 haplpen and to be performed, precedent to and in the issuance of jthis Bond, have been done, have happened and have been perforn�ed, in regular and due form, time and manner as required by law, and this Bond, together with all other debts of the Issue�r outstanding on the date of original issue hereof and on the c�ate of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory or Charter limi�tation of indebtedness . I� WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Min esota, by its City Council has caused this Bond to be sealed w�th its official seal or a facsimile thereof and to be executedion its behalf by the original or facsimile signature o� its Mayor, attested by the original or facsimile signature o its Clerk, � and countersigned by the original or � facsimile s gnature of its Director, Department of Finance and Management ervices . �� 19 . ' ��9'-/�� Date of Regi�stration: Registrable by: Payable at: , i � BOND REGIST�AR'S CITY OF SAINT PAUL, CERTIFICATEiOF RAMSEY COUNTY, MINNESOTA AUTHENTICAT�ON This Bond i� one of the Bonds descr'bed in the Resolution �ientioned Mayor within. Attest: I , City Clerk Bond Regist�ar By j Countersigned: Authorize�l Signature Director, Department of Finance � and Management Services (SE�,) � . � � � 20 , � � �q �a� ON REVERSE OF BOND Dat�e of Pa ent Not Business Da . If the date for payment of t e principal of, premium, if any, or interest on this Bond sh�ll be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Chicago, Illinois, orlthe city where the principal office of the Bond Registrar isilocated are authorized by law or executive order to close, then the date for such payment shall be the next succeeding daly which is not a Saturday, Sunday, legal holiday or a day on �hich 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. NolRedem tion. The Bonds of this issue are not subject to r demption and prepayment prior to their maturity. Isluance• Pur ose• General Obli ation. This Bond is one of an is ue in the total principal amount of $11,750, 000, all of like diate of original issue and tenor, except as to number, matu�ity, interest rate, and denomination, which Bond has been iss�ed pursuant to and in full conformity with the Constitutionland laws of the State of Minnesota, including particularlyiLaws of Minnesota for 1971, Chapter 773, as amended, and the Charter of the Issuer, and pursuant to a resolution a�lopted by the City Council of the Issuer on February 14, � 1989 (the "Resolution" ) , for the purpose of providing money to finance the acquisition, construction and repair of va�rious capital improvements in the City. This Bond is payable opt of the General Debt Service Fund of the Issuer. This Bond co stitutes a general obligation of the Issuer, and to provide m�neys for the prompt and full payment of its principal, p�emium, if any, and interest when the same become due, the ful faith and credit and taxing powers of the Issuer have been an� are hereby irrevocably pledged. De�ominations; Exchange; Resolution. The Bonds are issuable solely as fully registered bonds in the denominations of $5,000 anld integral multiples thereof of a single maturity and are exch�angeable for fully registered Bonds of other authorized dienominations in equal aggregate principal amounts at the prindipal office of the Bond Registrar, but only in the manner and s�ubject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a descriptioniof the rights and duties of the Bond Registrar. Copies of th�e Resolution are on file in the principal office of the BondlRegistrar. i 21 I ��y'-i�� . � Tra�sfer. This Bond is transferable by the Holder in person or y his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation �nd surrender hereof to the Bond Registrar, all subject to th�e terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement wit�, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate jand deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not regilstered 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'I the same maturity and bearing interest at the same rate. Whenever ownership of this Bond should be transferred ulnder any other circumstances or be registered in nominee name Ionly, the registered owner of the Bond shall, if and to the e�dtent required to qualify this Bond as being "in registered fqrm" within the meaning of Section 149(a� of the federal Intetnal 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 . Fe s u on Transfer or Loss . The Bond Registrar may require paym nt 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 anc� lost Bonds. Tr�atment of Registered Owner. The Issuer and Bond Registrar ma�► treat the person in whose name this Bond is registered a� the owner hereof for the purpose of receiving payment as h$rein provided (except as otherwise provided on the reverse �ide hereof with respect to the Record Date) and for all othe� purposes, whether or not this Bond shall be overdue, and� neither the Issuer nor the Bond Registrar shall be affected l�y notice to the contrary. � Aulhentication. This Bond shall not be valid or become oblig tory for any purpose or be entitled to any security unl ss the Certificate of Authentication hereon shall have been ex�cuted by the Bond Registrar. . Nol ualified Tax-Exem t Obli ations . The Bonds have not bee designated by the Zssuer as "qualified tax-exempt o�ligations" for purposes of Section 265(b) (3) of the federal nternal Revenue Code of 1986, as amended. I � 22 I i � � ��y-�a� I ABBREVIATIONS Th ' following abbreviations, when used in the inscription �n the face of this Bond, shall be construed as though they ere written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and �not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform Transfers to Minors Act (State) Additional abbreviations may also be used , though not in the above list. I I 23 . �� .�� ASSIGNMENT Foir value received, the undersigned hereby sells, assigns and ransfers unto the within Bond and does hereby irrev cably 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:� No�ice: 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 Gu�aranteed: Signature(s) must be guaranteed by a national bank or trust company or a brokerage firm having a membership in one of the major st�ock exchanqes . The Bond Registrar will not effect transfer of this Bond unless 'the information concerning the transferee requested b 'low is provided. Name and Ad ress: I ( Include information for all joint owners if the Bond is held by joint account. ) 24 ' �" ��"�� ` i 10 . Execution. The Bonds shall be executed on behalf of th City by the signatures of its Mayor, Clerk and Director, De artment of Finance and Management Services, each with the eff ct noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that the seal of the City maylbe a printed or photocopied facsimile; and provided furt!her that any of such signatures may be printed or photocopied flacsimiles and the corporate seal may be omitted on the Bonds 'as permitted by law. In the event of disability or resignatian 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 folr all purposes, the same as if he or she had remained in oiffice until delivery. 11 . Authentication; Date of Registration. No Bond shall be vali or obligatory for any purpose or be entitled to any security r 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 Reqistrar. Certificates bf Authentication on different Bonds need not be signed by theisame person. The Bond Registrar shall authenti- cate the signiatures 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 w�ich 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 March 1, 1989 . The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered undier this resolution. 12 . Registration; Transfer; Exchange. The City will cause to be kept at the principal office of the Bond Registrar a b nd register in which, subject to such reasonable regulations a the Bond Registrar may prescribe, the Bond Registrar sha l provide for the registration of Bonds and the registration f transfers of Bonds entitled to be registered or transferre as herein provided. A G'�lobal Certificate shall be registered in the name of the payee pn the books of the Bond Registrar by presenting 25 , ,�-��.- ,.�� . � the Global C�ertificate for registration to the Bond Registrar, who will endprse his or her name and note the date of regi- stration opppsite the name of the payee in the certificate of registrationion the Global Certificate. Thereafter a Global Certificate �nay be transferred by delivery with an assignment duly execute�i by the Holder or his, her or its legal repre- sentative, a d the City and Bond Registrar may treat the Holder as th� person exclusively entitled to exercise all the rights and pbwers of an owner until a Global Certificate is presented with such assignment for registration of transfer, accompanied Iby assurance of the nature provided by law that the assignmet�t is genuine and effective, and until such transfer is �egistered on said books and noted thereon by the Bond Registr�r, all subject to the terms and conditions provided in ithe Resolution and to reasonable regulations of the City cont�ained in any agreement with, or notice to, the Bond Registr�►r. Tr�nsfer of a Global Certificate may, at the direction anc� expense of the City, be subject to other restrictions if required to qualify the Global Certificates as beinq "in re istered form" within the meaning of Section 149 (a) of th federal Internal Revenue Code of 1986, as amended. Updn surrender for transfer of any Replacement Bond at the princi�pal office of the Bond Registrar, the City shall execute (if njecessary) , and the Bond Registrar shall authenticate,� insert the date of registration (as provided in paragraph 11)iof, and deliver, in the name of the designated transferee ori, transferees, one or more new Replacement Bonds of any author�ized denomination or denominations of a like aggregate prijncipal amount, having the same stated maturity and interest �rate, as requested by the transferor; provided, however, that no bond may be reqistered in blank or in the name of "bear�r" or similar desiqnation. Whenever ownership of any Replac�ment Bonds should be transferred without surrender of �he Replacement Bond for transfer or should be registered in� nominee name only, the registered owner of the Replacement Bbnd shall, if and to the extent required to preserve the �xclusion from gross income of the interest on the Bonds andlat the direction and expense of the City, maintain for the City a record of the actual owner of the Replacement B�nd. At i�he option of the Holder of a Replacement Bond, Replacement B nds may be exchanged for Replacement Bonds of any authorize� denomination or denominations of a like I 26 i (,,c�� ,�� aggregate pr�.ncipal amount and stated maturity, upon surrender of the Repla�ement Bonds to be exchanged at the principal office of th� Bond Registrar. Whenever any Replacement Bonds are so surre dered for exchange, the City shall execute ( if necessary) , nd the Bond Registrar shall authenticate, insert the date of egistration of, and deliver the Replacement Bonds which the Ho der making the exchange is entitled to receive. Global Certi icates may not be exchanged for Global Certificates of smaller denominations. A1� .Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Req�.strar and thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of eonds shall be valid general obligations of the City evidencing tMe same debt, and entitled to the same benefits under this r�solution, as the Bonds surrendered for such exchange or �ransfer. Ev�ry Bond presented or surrendered for transfer or exchange sha 1 be duly endorsed or be accompanied by a written instrument o transfer, in form satisfactory to the Bond Registrar, d ly executed by the holder thereof or his, her or its attorney duly authorized in writing. Th Bond Registrar may require payment of a sum sufficient t cover any tax or other governmental charqe payable in c nnection with the transfer or exchange of any Bond and anyllegal or unusual costs regardinq transfers and lost Bonds. ', Tr�nsfers sha�ll also be subject to reasonable regulations of the City contained in any agreement with, or notice to, the Bond Registrar, includinq regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. 13� Rights Upon Transfer or Exchange. Each Bond delivered up�n transfer of or in exchange for or in lieu of any other eo#�d shall carry all the rights to interest accrued and unpaid, �nd to accrue, which were carried by such other Bond. ' 14 Interest Payment; Record Date. Interest on any Global Certi icate shall be paid as provided in the first paragraph th reof, and interest on any Replacement Bond shall 27 ' ��/�--,�I° be paid on elach Interest Payment Date by check or draft mailed to the persan in whose name the Bond is registered (the "Holder" ) on the registration books of the City maintained by the Bond Reg�istrar, and in each case at the address appearing thereon at t�he 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 w�o is the Holder thereof at the close of business on a date (t�he "Special Record Date" ) fixed by the Bond Registrar wh�e never money becomes available for payment of the defaulted initerest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten ( 10) dayjs prior to the Special Record Date. 15 . Holders; Treatment of Reqistered Owner; Consent of Holders . I (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 theI Bond instead of the person in whose name the Bond is registereld. For that purpose, the City may ascertain the identity of the beneficial owner of the Bond by such means as the Bond Regl'�strar in its sole discretion deems appropriate, including bu�t not limited to a certificate from the person in whose name t�e Bond is registered identifying such beneficial owner. I (B) Th� City and Bond Registrar may treat the person in whose name a�ny Bond is registered as the owner of such Bond for the purpbse of receiving payment of principal of and premium, if ny, and interest (subject to the payment provisions i�i 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 �otice to the contrary. (C) An consent, request, direction, approval, objection or other ins�rument to be signed and executed by the Holders may be in any number of concurrent writings of similar tenor and must be igned or executed by such Holders in person or by agent appoin�ed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument o of the writing appointing any such agent and of the ownershi� of Bonds, if made in the following manner, shall I I I 28 I � I �,�-��-/�G r be sufficient or any of the purposes of this Resolution, and shall be concl sive in favor of the City with regard to any action taken b 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 acknowledged before him the execution thereof, or by an affidavit of any witness to such execution. (2 ) Subject to the provisions of subparagraph (A) above, th� fact of the ownership by any person of Bonds and the amounts and numbers of such Bonds, and the date of the ho ding of the same, may be proved by reference to the bond egister. 16 . Delivery; Application of Proceeds . The Global Certificates w en so prepared and executed shall be delivered by the Directo , Department of Finance and Management Services, to t e Purchaser upon receipt of the purchase price, and the Purcha er shall not be obliged to see to the proper application th reof . 17 . ' Fund and Account. There is hereby created a special accounit to be designated the "Capital Improvement Bonds of 1989 1�ccount" (the "Account" ) to be administered and maintained by �he City Treasurer as a bookkeeping account separate and apart from all other accounts maintained in the official financial records of the City. There has been heretofore created and established the General Debt Service Fund (numbered 960, herein the "Fund" ) . The Fund and the Account shall �ach be maintained in the manner herein specified until all of the Bonds and the interest thereon have been fully paii. ( i) Account. To the Account there shall be cred ted the proceeds of the sale of the Bonds, less accr ed interest received thereon, and less any amou t paid for the Bonds in excess of $11,609,000 . From the Account there shall be paid all costs and expe ses of making the Improvements, including the costlof any construction contracts heretofore let and �11 other costs incurred and to be incurred of the ]kind authorized in Minnesota Statutes , Section 475 . 65; and the moneys in the Account shall be used 29 i� , i �,��-ia� � for njo other purpose except as otherwise provided by law; ;provided that the proceeds of the Bonds may alsoibe used to the extent necessary to pay interest on thle Bonds due prior to the anticipated date of commdncement of the collection of taxes herein cover�anted to be levied; and provided further that if u�on completion of the Improvements there shall remai�n any unexpended balance in the Account, the balar}ce may be transferred by the Council to the fundiof any other improvement instituted pursuant to L�ws of Minnesota for 1971, Chapter 773, as amen�ed, or to the Fund. All earnings on the Account shall be transferred to the Fund. ' (ii) Fund. There is hereby pledged and there shal� be credited to the Fund, to a special sinking fund, account which is hereby created and established ther�in for the payment of the Bonds: (a) all accrued interest received upon delivery of the Bonds; (b) all funds paid for the Bonds in excess of $11,�609,000; (c) any collections of all taxes which . are �herein levied for the payment of the Bonds and interest thereon as provided in paragraph 18; (d) all �funds remaining in the Account after completion of t�he Improvements and payment of the costs the�leof, not so transferred to the account of anot�her improvement; and (e) all investment earriings on moneys held in said special account in theiFund or on moneys held in the Account. . Said spe�ial account created in the Fund shall be used . solely to pay �the principal and interest and any premiums for redemption of ; the Bonds and any other bonds of the City heretofore or '� hereafter issued by the City and made payable from said spe�ial account in the Fund as provided by law, or to pay any relbate due to the United States . No portion of the proceeds of t�e Bonds (and any other obligations treated as one issue wit� the Bonds) shall be used directly or indirectly to acquire hi her yielding investments or to replace funds which were us�d directly or indirectly to acquire higher yielding inve}stments, except ( 1) for a reasonable temporary period until �uch proceeds are needed for the purpose for which the Bonds (and such other obligations) were issued, and (2) in additibn to the above in an amount not greater than $100,000 . To� this effect, any proceeds of the Bonds (and such other obligat!ions) and any sums from time to time held in the Account or sa;id special account in the Fund (or any other City account whicl� will be used to pay principal or interest to 30 � ; � � `" - _ _ � �-,� �n I _ �� therefrom) in excess of bonds payable arbitrage become due °n th licable federal ield shall which un er then-aPpwithout reqard as to y ield amounts e invested tne applicable y regulations may t a yield in excess �f ulations on such invested Sed by said arbitraqe reg n�t be a licable restrictions imP takinq into account any PP ' vestments afte , ortion" made avail�heeprodeeds ln orary periods" °r mulations . In addition� shall not be � temp arb' traqe reg the I'und the federal money in the Account or uaranteed bY of the Bonds an ations or deposits issued bY� or instrumen- obl g any aqency invested in t e United States or Within the or insured bY f and to the extent ihaguaranteedestmen tality thereof �� federal Y Internal Revenue Code of the federal would cause the Bonds to e meaninq of Section 149 (b� „Code" ) • S for as am nded (the of 1986 ► e Test . To provide money �overac��— there is I lg , Ta_ X�e al anci in�erest on the $Oinsthe City a ' payment of the Ponnall of the taxable PrOberspread upon the levied P tax which shall eneral hereby d valorem art of other q direct annual ears and in the amounts as tax rolls and o.11ected witfo ndhesy property taxes in the City � follows : Year of Tax �=� Year of ax Collection 51,689 , 109* Lev 1989* 1�737 ,803 1988* 1990 1,�53 ,422 1989 1991 1��37 ,672 1990 1992 1��44 ,208 1991 1993 1��44 ,995 1992 1994 1,739 ,995 1993 1995 1,729 ,009 1994 1996 1��38 , 328 1995 1997 1��39 ,798 1996 1998 1997 funds rovided from other available City *heretofore levied or P �ollected in full such that if other = T e tax levies are the Bonds , will et er with estimated colleCentnof f anY the amount they, tOg ein pledged for the paYn' ercent (5$) in excess of a ents on revenues he east fiVe p rincipal and intereSSO lonq as produce at�et When due the p be irrepealable needed to and unpaid, provided that the the Bonds . � The tax levies shall tYle levies in the any of the Bonds a�e httandnpo er to reduce City reser es the 9 , � C �' � 31 ► ---- --- _ _ �.�— � �� - . � T,�;f -F: _�,.�.�. _ ,..... _: . . a?-..1, . :-- .... . _„ . . . . . . ._..w,� .. .: . .._r. ' "" - . .. . ._ .. �- . .,.�,. � WHI'TE — CITY CLERK.. ��5 . � � ., «- �� ` � .,. � .. .•. R�NK — FIiYANCE � f �ys� T�c * COIlI1Cl1 � J j � ,CANARY — DEPARTMENT ��Y - OF ��I1\ r �1' �11 1 y /� ..�B�LUE —MAVOF � FIIC NO• ,�( �� '•"� � �ouncil Resolution Presented,By e _{ r, �Referr�d To `` . Committee: Date `f ` ' ` � Out of Committ By D e �� '!B ��:! t� �D E� � �1�s7'.�Ot �I.��QI'lZt�' t�li"�t. ��i. � 1!tl�t � �1 P�'�=11��C l�0� IliA�i�4! � , bi to�c th+s sal� :11,TS�,Ot10 Q�t�ral 0�1.igat�o�► Capi 1 I�p t HoAd�, rias 1l�911 t t� -�, '�Hot�is•l, o! CitT o! i�t Fanl. t�l+s "Git2►'). at� t3o b�t ta�i c� ! 13� !a!r i1�d a�nsid�TM�d oa l�tbzos�► I4, 1989. fa a sd tritl� �olatfa�a �o. �!- ado�pt+td thfe i'b�ac Jaaaarr 1T, 19�9 t!.lia "��nti+� Cal tng t�r aal�• apP�'v"r►�+d b� t�� Mia1er +aa Ja►�t�►s'� ,,,_,, 989 i a�d � , tba lar r tl�at t,.� � b� antho�- ' ris+�d br v�ote Q liva of s t'�Sncil t �d , it is sible t livre �rs af t.bis t�oascil �ri I a�t bs �seat +oa� l�i, 19Al= � � � � � a►n lsbrnarT lt. 1!8l�ts�i2l�antboais� tbe`Bt�da��ds tbs �s �olr fi a�i�sf a� t.�ls �cii, t is dairabls . that t�is r�sol � aRlogti!! in � tl� �ale o! t�e Ho�'!a :" t th� acp�a�ptaaor a! t�e t bid !w� d�elegat�d to a� r thorf�! a►!!la�r af tII� Cit as p�raftt�d b� �i�avt� at��. �cti� t7S,60� Svbdirri t� 3t s�d ! ` � COUNCIL MEMBERS ` : , � s'Yr _. : �: . Y� N r� Requested by Department o Dimond / � �� In Favor Gosw�tz Rettmsn ` : ,i, s sche�� `� Against BY �..: ;,.. �, :��,� s. ,:,.....,,,w., . ., ' sonnen �--f Wilson _ ... - Form Approved by City Attorney;` Adopted by Council: Date Certified Passed Council Secreta BY °` �J �'�� bY By f Approved Ky Mayor for Submission to Counc � : Approved by Navor: Date �- _,. .. �, _ ' .�,� By BY �--�--... � �=��-�� . � � �1HEREAS, the proceeds of the Bonds will finance certain ca ital improvements, for which the City is proceeding pursuant t its Charter and Laws of Minnesota f 1971, Chapter 773, as amended; and �WHEREAS, the City has heretofore is ued registered obligati r�s in certificated form, and incurs ubstantial costs associate with their printing and issuance, and substantial continuin ansaction costs relating to t ir payment, transfer nd xchange; and IWHER S, the City has determin d that significant savings in trans tion costs will resul from issuing bonds in "global baok-entr form" , by which bond are issued in certificat{ed form i large denominatio s, registered on the books of tlhe City in the name of a de ository or its nominee, and held "�n safekeepi and immobili d by such depository, and such �epository as art of the mputerized national securitie clearance an settlemen system (the "National System" ) �egisters trans rs of ow ership interests in the bonds by �aking computeri d book entries on its own books and distribut s payments on th bond to its Participants shown on its books as the owners of ch nterests; and such Participa ts and other banks, b okers and dealers participa ing in the National ystem will do likewise (not as agents of ;the City) if not th eneficial owners of the bonds; and ' , IIWHEREAS, "Partici nts" eans those financial insti- tutions f r whom the Deposi ory eff ts book-entry transfers and pledg s of securities eposited d immobilized with the Depositor ; and 'WHEREAS, Midwe t Securities T st Company, a limited purpose t�rust company o ganized under th laws of the State of Illinois, ',or any of it successors or suc ssors to its func- tions her�under (the " epository" ) , will a t as such deposi- tory with '� respect to he Bonds except as se forth below, and there is l�efore this ouncil a form of lette agreement (the "Deposito�ky Letter reement" ) setting forth arious matters relatinq to the Dep sitory and its role with r spect to the Bonds; an41 ' WHEREAS the City will deliver the Bon in the form of one ce tifica e per maturity, each representin the entire principal amoun of the Bonds due on a particular maturity date {eac a "G obal Certificate" ) , which single certificate per matur�ty may be transferred on the City' s bond register as � , ,� 2 , I �� ode but ot exchan ed for required by t�he Uniform Commercial C , n g smaller deno�inations unless the City determines to issue Replacement �onds as provided below; and WH�REAS, the City will be able to rep ce the Deposit y o� under certain circumstances to ab ndon the "global oktentry form" by permitting the Glo al Certificates to be exch n�ed for smaller denominations typ cal of ordinary bonds regis red on the City' s bond register and "Replacement Bonds " means the certificates representing e Bonds so authenticatecl nd delivered by the Bond Re istrar pursuant to paragraphs 6ian 12 hereof; and WHIEREAS, "Holder" as used her n means the person in whose name a� Bond i registered on the egistration books of the City mai,�ntained y the City Treasu er or a successor registrar a�pointed a provided in pa agraph 8 (the "Bond Registrar" ) :� N�W, THEREFORE, BE IT RE LVED by the Council of the City of Sair�t Paul, Minnes ta, as ollows : 1 ; Acce tance of 'd. Notwithstanding that the Resolution �alling the Sale c emplated that this Council might accep� the bid on the sa of the Bonds, the bids to purchase $1�, 750,000 General 1 'gation Capital Improvement Bonds, Seri�s 1989A, of the ty the "Bonds" , or individually a "Bond" ) , iin accordance wit the fficial Terms of Offering for the bon sale, shall be reviewe by the Director, Department f Finance and anagement Services (or, if he is absent or navailable or isabled, th Treasurer or Budget Director o Mayor or any ther office of the City approved by the City A torney) . Suc officer may ject all bids if deemed adv' sable after onsultation wit the City' s financial consultanta If all bi s are not rejecte such officer shall find, dete�mine and d clare which bid is e most favorable bid receiv�d and acc t such bid and award he Bonds to such bidder (th� "Purcha r" ) . In accepting such bid, such officer shall set �.he inter st rates on the Bonds (to be those interest r�tes set forth in such bid) , and sha 1 set the purchase p�ice fo the Bonds (to be that purcha e price set forth in s1�ch bi , plus interest accrued to sett ement) . The Director, pepart ent of Finance and Management Services, or his designlee, i directed to retain the deposit of the Purchaser iand forthwith return to the unsuccessful bidders their gooc� fai h checks or drafts . � ; 3 � .-�a �� 2 . I Title; Oriqinal Issue Date; Denominations; Maturities . ; The Bonds shall be titled "General Obligation Capital Improvement Bonds, Series 1989A" , shal be dated March 1, 198�9, as the date of original issue d shall be issued forth�vith on or after such date as ful y registered bonds . The �Bonds shall be numbered from R-1 upward. Global Certific tes'� shall each be in the denominat 'on of the entire principal miount maturing on a single date Replacement Bonds, if i ,'sued as provided in paragraph , shall be in the denominatio � of $5 , 000 each or in any in gral multiple thereof of a ingle maturity. The Bonds shall mature, without option of p�e yment, on March 1 in the years and amounts as follows : Y@ar Amount Year Amount �— 1�90 $ 825,000 1995 51,200, 000 1�91 925, 000 1996 1,275,000 1�92 1, 000, 000 1997 1, 350, 000 1�93 , 050, 000 1998 1,450,000 1 94 1 125, 000 1999 1, 550, 000 3: Purpose. T B nds shall provide funds for the constructio� of various ca ' al improvements (the "Improye- ments" ) in the City. The p ceeds of the Bonds shall be deposited a�d used as prov' in paragraph 18, for the purpose des�ribed by Laws f ' nnesota for 1971, Chapter 773, as amended.,' The total co t of he Improvements, which shall include allicosts enumer ed in innesota Statutes, Section 475 . 65, is !estimated to e at lea t equal to the amount of the Bonds . Wo�k on the Imp ovements s all proceed with due diligence t{o completio . i Intere . The Bonds sh 11 bear interest payable semiannuall�y on Mar 1 and September of each year (each, an "Intere$t Payme Date" ) , commencing eptember 1, 1989, calculatedlon the asis of a 360-day yea of twelve 30-day months, at ' the re pective rates per annum determined for each of the mat�rity ars in the manner, and b the officer, provided i�► par raph 1 of this resolution. . escri tion of the Global Certi icates and Global Boo -E tr S stem. Upon their original ' ssuance the Bonds willib issued in the form of a single Global Certifi- cate for e�c maturity, deposited with the Depository by the Purchaser d immobilized as provided in paragraph 6 . No beneficialjowners of interests in the Bonds will receive certificat�es representing their respective interests in the � � ; 4 � , ��a� ,� Bonds except as provided in paragraph 6 . Except as so provided, du�ing the term of the Bonds, beneficial ownership ( and subsequjent transfers of beneficial ownership) of interests inithe Global Certificates will be reflec d by book entri s made on the records of the Depository and ' s Partic 'pantsland other banks, brokers, and dealer partici- pating ' n the National System. The Depository' s ook entries of benef 'cial ownership interests are authorize to be in increment olf $5,000 of principal of the Bonds but not smaller in lements, despite the larger author' zed denominatio of the Global Certificates . P yment of principal of,, premium, if any, and interest on the Global Certificates'� ' ll be made to the Bond Regi trar as paying agent, and in t rn by the Bond Registrar o the Depository or its nominee ,as r istered owner of the G obal Certificates, and the Depoisitor according to the law and rules governing it will rece'ive an forward payments o behalf of the beneficial o�vners o the Global Cert' icates . � Payment of princi al of, premi m, if any, and interest on a Global Certificate ma in the Ci y' s discretion be made by such other m;ethod of tra ferring funds as may be requested by the Holder o�f a Global Ce ifica e. � 6 . Immobilization o Global Certificates b the De ositor • Successor De osit r • Re lacement Bonds . Pursuant to the request of the Purcha e to the Depository, which request is required by the ffi ial Terms of Offering, immedi- ately upon the original de very of the Bonds the Purchaser will deposit the Global C tifica es representing all of the Bonds with the Depositor . The G1 bal Certificates shall be in typewrit en form or herwise as acceptable to the Depository, ,shall be r istered in t e name of the Depository or its nomiryee and sha 1 be held immo ilized from circulation at the offi es of the Depository on be lf of the Purchaser and subsequ nt bondo ners . The Deposit y or its nominee will be the sole holder f record of the Glob Certificates and no investor orl,other arty purchasing, selli or otherwise transferrin owne ship of interests in any ond is to receive, hold or del�ver y bond certificates so lo as the Depository hold the Global Certificates imm ilized from circulation, e ept as provided below in this aragraph and in paragraph 17� . Certif ' ates evidencing the Bonds may not after their original de ivery be transferred or exchanged except: � � � 5 � 'I �� i �� ( i) Upon registration. of transfer of nership of a Glo �al Certificate, as provided in paragra 12, ( ii) To any successor of the Depos ' ory {or its omin e) or any substitute depository (a 'substitute d os tory" ) designated pursuant to cla se ( iii) of this su pa agraph, provided that any succes or of the Dep s tory or any substitute deposito y must be both a "cl $�ing corporation" as defined i the Minnesota Unif m Commercial Code at Minnesot Statutes, Secti 336 . 8-102 , and a qualifie and registered "clea� g agency" as provided in ection 17A of the Secur�t s Exchange Act of 1934, as amended, �( iii To a substitute de ository designated by and accep�table to the City upon O the determination by the Depos tory at the Bonds sh 11 no longer be eligible for its d�posito services or ) a determination by the City !that the epository i no longer able to carry out its functions, rovided t t any substitute depository must I�e qualifi d to act s such, as provided in clause ( ii) bf this sub aragrap , or j ( iv) To tho e p rsons to whom transfer is requejsted in writte ansfer instructions in the event that•j (a) the e sitory shall resign or discontinue �its services or e Bonds and the City is unable to �ilocate a sub itut depository within two ( 2 ) months following t resig ation or determination of non- ieligibility or � (b) pon a dete ination by the City in its Isole dis etion that ( 1 the continuation of the book-ent system descri ed herein, which precludes the iss ance of certific tes (other than Global ICertif 'cates) to any Hold other than the � Depos ' ory (or its nominee , might adversely affect 'Ithe i terest of the benefic al owners of the Bonds, !� or O that it is in the bes interest of the � ben ficial owners of the Bond that they be able to � ob in certificated bonds, in e't er of which events the City sh 11 notify Holders of i determination and of the avail ility of cert ' ficates (the "Replacement Bonds" ) to Holders req Isting the same and the registratio , transfer and 6 ! ��a�° ; excha�ge of such Bonds will be conducted as provided in parag�aphs 9B and 12 hereof . �n the event of a succession of the Depo tory as may be autlAorized by this paragraph, the Bond Reg' strar upon presen ati�n of Global Certificates shall regis r their transfe t� the substitute or successor deposi ories, and the substit e or successor depository shall be t eated as the Deposito '� for all purposes and functions u er this resolutio The Depository Letter Agreeme shall not apply to a subst ute or successor depository u ess the City and the substi u e or successor depository s agree, and a similar agreement �a be entered into. N Redem tion. The Bo ds shall not be subject to redempt�on an prepayment prior o their maturity. $ . Bond e istrar. T Treasurer of the City is appointed �o act as ond regist r and transfer agent with respect to the Bonds (the "Bon Registrar" ) , and shall do so unless and' until a su essor ond Registrar is duly appointed. A successo� Bond Regis ar s all be an officer of the City or a bank or �rust company li ible for designation as bond registrar ursuant to Min sota Statutes, Chapter 475 , and may be appoint�d pursuant to y contract the City and such successor �ond Registrar sh 11 execute which is consistent herewith. 'IThe Bond Reg' stra shall also serve as paying agent unless and. until a suc essor aying agent is duly appointed. Principal �nd interes on the onds shall be paid to the Holders (o� record h lders) of he Bonds in the manner set forth in t e forms f Bond and p ragraph 14 of this resolution'i• � . Fo s of Bond. The B nds shall be in the form of Global Gerti icates unless and un il Replacement eonds are made avail ble as provided in paragra 6 . Each form of bond may contai� s ch additional or differe t terms and provisions as to the ,�o of payment, record date, otices and other matters as' re consistent with the Depos tory Letter Agreement and approvld by the City Attorney. Global Certificates . The Glo 1 Certificates, togethe w'th the Certificate of Registratio the form of Assig nt and the registration information t reon, shall be in su tan ially the following form and may be ypewritten rath r tha printed: I �I 7 i I ��-/�� I � UNITED STATES OF AMERICA STATE OF MINNESOTA ! RAMSEY COUNTY � CITY OF SAINT PAUL R- ' $ � I GENERAL OBLIGATION CAPITAL IMP VEMENT BOND, SERIES 1989A INTERESTI MATURITY D E 0 F RATE DATE ORI NAL ISSUE CUSIP � March 1, 199_ M =ch 1, 1989 I REGISTEREDIOWNER: PRINCIPAL �1MOUNT: DOLLARS �CNOW ALL PER NS THESE PRESENTS that the City of Saint Paul� Ramsey Count , innesota (the "Issuer" or "City" ) , certifies ithat it is inde ted and for value received promises to pay to i�he registered o er specified above or on the certificat of registra ion elow, or registered assigns, without op�ion of prep yment, in the manner hereinafter set forth, the principal mount sp cified above, on the maturity date speci�ied above and to pa interest thereon semiannually on March l and Sept mber 1 of ea year (each, an "Interest Payment Dai�e" ) , co encing Septem r 1, 1989, at the rate per annum spec ' fied a ove (calculated the basis of a 360-day year of tw lve 3 -day months) until he principal sum is paid or has bee pro ided for. This Bond ill bear interest from the most r cen Interest Payment Date o which interest has been paid ar, if no interest has been p id, from the date of original iss e hereof . The principal of nd premium, if any, on this Bo are payable by check or draf in next day funds or its equ' alent (or by wire transfer in ediately available nds if payment in such form is ecessary to meet the timi equirements below) upon presenta ion and surrender hereof t e principal office of the Treasur of the Issuer in Sai Pa 1, Minnesota (the "Bond Registrar" acting as payin agentt, or any successor paying agent dul appointed by the I suer. �, Interest on this Bond will be paid o each Inte est Pa�ment Date by check or draft in next day funds or its equival�nt mailed (or by wire transfer in immediately av ilable fi�nds if payment in such form is necessary to meet I I� 8 � i �� the timinglrequirements below) to the person in whose name this Bond is registered (the "Holder" or "Bondholder" ) on the registratipn books of the Issuer maintained by the Bo d Reg' strar �and at the address appearing thereon at t close of busi ess o� the fifteenth calendar day preceding s h Interest Payme t Da e (the "Regular Record Date" ) . Inter st payments shall r�ceived by the Holder no later than 1 .00 noon, Chicago, Illinois, time; and principal and pre um payments shall be ceived by the Holder no later than 2 : 00 noon, Chicago, I linois , time, if the Bond is surr ndered for payment enp h in advance to permit payment to be made by such time. Any� in erest not so timely paid sh 1 cease to be payable to the erson who is the Holder reof as of the Regular Rejcord ate, and shall be payab to the person who is the Holde hereo at the close of busi ess on a date (the "Special ecord D te" ) fixed by the B nd Registrar whenever money becopnes avai ble for payment f the defaulted interest. Notice of Ithe Specia Record Date all be given to Bondholder+s not less han ten day prior to the Special Record Date. Th� principal o and prem' m, if any, and interest on this Bondlare payable i lawful oney of the United States of America. Date of Pa ent Business Da . If the date for payment o� the principal of premium, if any, or interest on this Bondjshall be a Satur ay Sunday, legal holiday or a day on which l�anking institut 'ons the City of Chicago, Illinois, or the city wh re the rincipal office of the Bond Registrar is located ar authori d by law or executive order to close, then the dat for such p ent shall be the next succeedin day which ' s not a Satur y, Sunday, legal holiday or a day n which su h banking insti tions are authorized to close, an payment n such date shall ave the same force and effect as �if made n the nominal date payment. No Red tion. The Bonds of th' s issue are not subject t rede tion and prepayment prio to their maturity. Iss nce• Pur ose• General Obli at 'on. This Bond is one of an is e in the total principal amount of $11, 750,000, all of lilte ate of original issue and tenor, cept as to number, m rity, interest rate, and denominati , which Bond has been sued pursuant to and in full conformi with the Constitu on and laws of the State of Minnesota, i cluding particu ly Laws of Minnesota for 1971, Chapter 773, as amende , nd the Charter of the Issuer, and pursuant to a resol io adopted by the City Council of the Issuer on Febr ry , 1989 (the "Resolution" ) , for the purpose of I � , 9 i I ��a� � providing mon�y to finance the acquisition, construct ' n and repair of var�ous capital improvements in the City. his Bond is payable ou of the General Debt Service Fund of he Issuer. This Bond con�titutes a general obligation of the ssuer, and to rovide mo�eys for the prompt and full paymen of its prin ipal, pr mium, if any, and interest when t e same become due, he fulljfaith and credit and taxing pow s of the Issuer have b n andiare hereby irrevocably pledged Denlminations • Exchan e• Resolut on. The Bonds are issuable o 'g�nally only as Global Certi cates in the denominatio bf the entire principal am nt of the issue maturing on a, single date. Global Ce ificates are not exchangeable �f fully registered bon s of smaller denominations� e ept in exchange for Replacement Bonds if then available. �epla ement Bonds, if m de available as provided below, are isjsuabl solely as full registered bonds in the denominations� of $5, 00 and inte al multiples thereof of a single maturuty and a e exchang ble for fully registered Bonds of oth�r authori ed deno nations in equal aggregate principal am unts at th prin pal office of the Bond Reg.istrar, b t only in t m ner and subject to the limitations rovided in t esolution. Reference is hereby made to the esolution for description of the rights and duties of th Bond Regist r Copies of the Resolution are on file in t}�e principal ffi of the Bond Registrar. Re lacement nds . Re lacement Bonds may be issued by the Issue in the ent that: I (a the pository shall resign or discontinue its service for e Bonds, and onl if the Issuer is unable to loca e a bstitute depositor within two ( 2 ) months followi g t resignation or dete ination of non- • eligibi�lit , or (b) upon a determination by the Issuer in its sole discreti n that ( 1) the continuation o the book-entry system escribed in the Resolution, whi precludes the issuan e of certificates (other than Glo 1 Certificates) to an ;Holder other than the Depository ( its nominee) , migh a�dversely affect the interest of the beneficial own rs !of the Bonds, or ( 2 ) that it is in t e best in ere t of the beneficial owners of the Bon s that they b abl to obtain certificated bonds . T ansfer. This Bond shall be registered in the name of t e paye on the books of the Issuer by presenting this i � 10 , � ��a� � e . Bond for regis�tration to the Bond Registrar, who will ndors his, her or i�s name and note the date of registrati opposite the �ame of the payee in the certificate o regist ation �:ttached hereto. Thereafter this Bo d may be transfe red b� delivery with an assignment duly ecuted by the Hold r or� his, her or its legal representat' es, and the Issuer an Bond Registrar may treat the Holder as the person exclusivel entitled to exercise all the rig s and powers of an owner unt ' ,� this Bond is presented with ch assignment for registration f transfer, accompanied by a urance of the nature providle by law that the assignmen is genuine and effective, ar��d u til such transfer is re istered on said books and noted hereon the Bond Registrar, all subject to the terms and cor�ditio provided in the solution and to reasonable r�gulatio s of the Issuer ontained in any agreement witih, or no ice to, the B d Registrar. Transfer of this Bond ma�, at the irection an expense of the Issuer, be subject to certain othe restrict 'ons if required to qualify this Bond as � being "in r istere form" within the meaning of Section 149 (�) of i:he fede al I ternal Revenue Code of 1986, as amended. Fe� s u on Transfe Loss . The Bond Registrar may require paym�ent of a sum s ffi 'ent to cover any tax or other governmental,, charge payab e in c nnection with the transfer or exchange of this Bond an any leg 1 or unusual costs regarding transfers and lost Bond . T�eatment o Re istered Ow r. The Issuer and Bond Registrar m�y treat he person in whos name this Bond is registered �s the ner hereof for the urpose of receiving payment as I�erein rovided (except as ot erwise provided with respect to �he R cord Date) and for all o er purposes, whether or �ot is Bond shall be overdue, nd neither the Issuer nor the ond Registrar shall be affe ed by notice to the contrar�. thentication. This Bond shall not e valid or become ob �gatory for any purpose or be entitle to any security r�less the Certificate of Authenticatio hereon shall have be elxecuted by the Bond Registrar. Not Qualified Tax-Exempt Obliqations . The Bonds have not b�en designated by the Issuer as "qualified tax exempt � obligations" for purposes of Section 265(b) ( 3) of th federa�. Internal Revenue Code of 1986, as amended. i � � , ; 11 ��=�a� � IT I$ HEREBY CERTIFIED AND RECITED that al acts, conditions andjthings required by the Constitution nd laws of the State of M�nnesota and the Charter of the Iss r to be done, to happeh and to_be performed, precedent t and in the issuance of th�is Bond, have been done, have hap ened and have bee performed', in regular and due form, time nd manner as requi ed by la�w, and this Bond, together wit all other debts of the ssuer �outstanding on the date of or' ginal issue hereof and on t e da�e of its issuance and delive y to the original purchaser, do�s not exceed any constituti nal or statutory or Charter lim' t�►tion of indebtedness . IN I TNESS WHEREOF, the Cit of Saint Paul, Ramsey County, Minne�o , by its City Counc ' has caused this Bond to be sealed wit$� it official seal an to be executed on its behalf by the' phot copied facsimil signature of its Mayor, attested by t�he pho copied facsi le signature of its Clerk, and countersilgned by he photoco ed facsimile signature of its Director,� Departme t of Fin ce and Management Services . � i � I i i � ; . I � , 12 ' ��ia� � Date of Regi�stration: Registrable by: ' Payable at: BOND R GIST�R' S CITY OF SAINT PA , CERTIFI TEIOF RAMSEY COUNTY, INNESOTA AUTHENTIC �ON This Bond i one of the Bonds descr� d in the Resolution men ioned Mayor within. i i Attes . , C ' y Clerk Bond Regist�ar i gy I Co ntersigned: Authorize Signature Direct r, Department of Finance 'I and Man ement Services �sE�� General Obl�ga ion Capital Improvement Bond, Series 1989A, No. R- � ,i I i! � 13 i I � ��=�� ; � CE FICATE OF REGISTRATION RTI The transfer of ownershi of the rinci al amount of the P P P attached Bond� may be made only by the registere owner or his, r or its le�gal representative last noted bel . i DATE 5IGNATURE OF REGIST ION REGISTERED OWNER BOND REGISTRAR � � ; � � 14 1��9-�,�� ' ABBREVIATIONS The fdllowin abbreviations when used in th inscription on the facd of thgs Bond, shall be construed as ough they were writteln out in full according to applicabl laws or regulationsl: TEN M - al�s tenants in common TEN EN - a� tenants by the entireties JT TEN - as� joint tenants with right of s vivorship a not as tenants in common UTMA - � as custodian for (C�s (Minor) unde� th Uniform Transfers to Minors Act (State) AQiditional bbreviatio may also be used ', though ot in t above list. I i i i '� � � , ,I i I 15 Illl ��'�-�� ASSIGNMENT For ' value received, the undersigned he by sells, assigns and t ansfers unto the within ond and does }ter y irrevo ably constitute and appoint attor ey to transfer the Bond on the books pt for the regist tion thereof, with full power of s stitution in the premises . Dated: No ice The assignor' s ignature to this assignment mus correspond with the name � s it appears upon the face of the within nd in ever particular, without al ration r any change whatever. Si nature G �aranteed: 9 � � Signature( s,h must be gu anteed a national bank or trust company or by a broker e firm ha 'ng a membership in one of the major s��tock excha es . '�he Bond gistrar will not ffect transfer of this Bond unlessl the in rmation concerning he transferee requested �elow is provided. Name and Address ( Include information for all oint owners if the Bond is held by joint ccount. ) 16 �� B. ; Replacement Bonds . If the City has notif 'ed Holders that� Replacement Bonds have been made availabl as provided in �aragraph 6 , then for every Bond thereaf r transferred pr exchanged the Bond Registrar shall d iver a c tificate a.n the form of the Replacement Bond ra er than the Global C�ertificate, but the Holder of a Globa Certificate shal not otlherwise be required to exchange the lobal Certif- icate r on;e or more Replacement Bonds since t e City recog- nizes th t s�ome bondholders may prefer the con enience of the Depositor ' s� registered ownership of the Bon even though the entire issu is no longer required to be in lobal book-entry form. The R lacement Bonds, together wit the Bond Registrar ' s �Ce tificate of Authentication, the form of Assignment nd t e registration informat ' n thereon, shall be in substant�ally e following form: I i � � � � i I I � � � � 17 I �� -la� UNITED STATES OF AMERICA ' STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- $ GENERAL OBLIGATION CAPITAL IMPROV ENT BOND, SERIES 1989A INTE ESTI MATURITY DATE F RAT DATE ORIGIN ISSUE CUSIP Marc 1, 1989 REGISTERED ER: PRINCIPAL AMOUN : DOLLARS K�OW ALL PERSONS BY T ESE PRESENTS that the City of Saint Pau1, Ramsey ounty, Min esota (the "Issuer" or "City" ) , certifies t at it is indebted and for value received promises to pay to t e registe d own r specified above, or registered assigns, wi hout optio of repayment, in the manner hereinafter, set forth, e principal amount specified above, on the matu�rity date spe ' fied above, and to pay interest thereon semliannually on ch l and September 1 of each year (each, an " nterest Pa nt Date" ) , commencing September 1, 1989, at th rate per num ecified above (calculated on the basis of a 60-day ye of tw ve 30-day months) until the principal s m is pai or has b n provided for. This Bond will bear i terest f om the most recent Interest Payment Date to which in erest h s been paid o , if no interest has been paid, from he dat of original is ue hereof . The principal of and prem'um, i any, on this Bon are payable upon presentatio and surrender hereof at he principal office of ' , in , (the "Bond Registrar ' ) , acting as paying agent, or a y uccessor paying agent dul appointed by the Issuer. Init est on this Bond will be pa on each Interest Payment Dat by check or draft mailed to t person in whose name this nd is registered (the "Holder" o "Bondholder" ) on the regis tion books of the Issuer maintain d by the Bond Registrar a d at the address appearing thereon t the close of business on the fifteenth calendar day preceding uch Interest Paymen Dat (the "Regular Record Date" ) . Any interest not so �II 18 I I I �=�'9�� timel aid slall c e to be a able erson who is the y p eas p y to the p Holder hereof ; as of the Regular Record Date, and shal be payable to th� person who is the Holder hereof at t close of bu iness on a� date (the "Special Record Date" ) fix by the Bon Registra� whenever money becomes available f r payment of the efaulted� interest. Notice of the Special cord Date shall be give� to Bondholders not less than te days prior to the Sp ial Record Date. The principal of an premium, if any, an inte�rest on this Bond are payable i lawful money of the Unite Stlates of America. R IERENCE IS HEREBY MADE TO TH FURTHER PROVISIONS OF THIS BOND ET FORTH ON THE REVERSE H EOF, WHICH PROVISIONS SHALL FOR ALI� URPOSES HAVE THE SAME E ECT AS IF SET FORTH HERE . ! IT !IS H EBY CERTIFIED AN RECITED that all acts, conditions a�d thin s required by he Constitution and laws of the State of 'Minneso a and the C rter of the Issuer to be done, to hap�en and t be perfo ed, precedent to and in the issuance of �his Bond, ave be done, have happened and have been perform�d, in regul r an due form, time and manner as required by �aw, and this o d, together with all other debts of the Issuer outstanding the date of original issue hereof and on the d�te of its iss a ce and delivery to the original purchaser, dpes not excee an constitutional or statutory or Charter limi�ation of in bted ess . IN� WITNESS W REOF, th City of Saint Paul, Ramsey County, Minn�esota, by its City Cou cil has caused this Bond to be sealed wilth its o icial seal or a facsimile thereof and to be executed �on its half by the ori inal or facsimile signature of� its M or, attested by t original or facsimile signature o� its erk, and countersig d by the original or facsimile s�gnat e of its Director, Dep rtment of Finance and Management erv'ces . i 19 � i /��.G/�—`0��0 i (i�4 i Date of Reg�.stration: Registrable by: Payable at: BOND R ISTI�AR' S CITY OF SAINT P L, CERTIFIC EIOF RAMSEY COUNTY, INNESOTA AUTHENTICA I�ON This Bond i one of the Bonds descri�b d in the Resolution m�ien ioned Mayor within. Attest• , City Clerk Bond Registr�r By ountersigned: Authorized� Signature irector, Department of Finance a Management Services �sE�� i , � zo ,II ��-�a� � ON REVERSE OF BOND Datei of Pa ent Not Business Da . If the date or p ent of th principal of, premium, if any, or inter t on thi Bond sha�'1 be a Saturday, Sunday, legal holiday a day on w 'ch banki�ng institutions in the City of Chicago, Illino ' s, or �he city where the principal office o the Bond Registr r is Located are authorized by law or exe utive order to close, theri the date for such payment shall the next succeedin da� which is not a Saturday, Sunday legal holiday or a day on wt�ich such banking institutions a e authorized to close, and p ent on such date shall have e same force and effect as if de on the nominal date of p ent. No ed tion. The Bonds of t is issue are not subject to re�empt 'on and prepayment pr'or to their maturity. Iss ance• r ose• General li ation. This Bond is one of an iss e in the total princip 1 amount of $11, 750,000, all of like d�te of ori 'nal issue nd tenor, except as to number, maturiity, intere rate, d denomination, which Bond has been issued pursuant t and ' full conformity with the Constitution nd laws of th St e of Minnesota, including particularly �aws of Minnesot or 1971, Chapter 773, as amended, and i�the Charter of t Issuer, and pursuant to a resolution ad�opted by the Ci uncil of the Issuer on February _, i1989 (the "Res lutio " ) , for the purpose of providing mo ey to finance the acq ' sition, construction and repair of va�ious capital improvemen s in the City. This Bond is payable o�t of the Ge eral Debt Se vice Fund of the Issuer. This Bond coristitutes a general obliga 'on of the Issuer, and to provide m neys for he prompt and fu payment of its principal, p emium, i any, and interest hen the same become due, the ful faith nd credit and taxing owers of the Issuer have been and are reby irrevocably pledg De omi tions • Exchan e• Resolution The Bonds are issuable sol ly s fully registered bonds in t e denominations of $5, 000 an¢1 ' tegral multiples thereof of a s 'ngle maturity and are exch� eable for fully registered Bonds f other authorized d ominations in equal aggregate princ al amounts at the prin 'pal office of the Bond Registrar, but only in the manner and s bject to the limitations provided in t Resolutio . iReference is hereby made to the Resoluti n for a descript on bf the rights and duties of the Bond Registrar. Copies f th� Resolution are on file in the principal office of th Bond egistrar. 21 , �� Iransfer. This Bond is transferable by the Holder in person pr by his, her or its attorney duly authorized in writing atlthe principal office of the Bond Registrar upon presentati�n and surrender hereof to the Bond Registrar, all subjec to the terms and conditions provided in t Resolution and to a�onable regulations of the Issuer cont ned in any agreemen �ith, or notice to, the Bond Registra . Thereupon the Issue shall execute and the Bond Registr shall authenticat� and deliver, in exchange for th' Bond, one or more new f�l registered Bonds in the name of the transferee (but not r$gi tered in blank or to "beare or similar designatior�) , f an authorized denominat ' n or denominations, in aggregat$e pr cipal amount equal to e principal amount of this Bond, lof th same maturity and be ring interest at the same rate. When ver ownership of t s Bond should be transferre under y other circums nces or be registered in nominee na e only, e registered ner of the Bond shall, if and to the �extent re ired to qua ify this Bond as being "in registered �form" withi the mean' g of Section 149(a) of the federal Int�ernal Revenu Code o 1986, as amended, and at the direction alnd expense of the I suer, maintain for the Issuer a record of t��he actual owne of the Bonds . F� es u on Transfe or Loss . The Bond Registrar may require pay�nent of a sum s f icient to cover any tax .or other governmentajl charge payab e i connection with the transfer or exchange of� this Bond an any gal or unusual costs regarding transfers ahd lost Bond . I T eatment o Re istered ner. The Issuer and Bond Registrar m y treat e person in ose name this Bond is registered s the ow er hereof for t e purpose of receiving payment as erein p ovided (except as otherwise provided on the reversejside h reof with respect t the Record Date) and for all oth�r pur oses, whether or not his Bond shall be overdue, an�l nei er the Issuer nor the ond Registrar shall be affected�lby tice to the contrary. A th ntication. This Bond shall ot be valid or become obli a ory for any purpose or be enti led to any security un ss the Certificate of Authentica ion hereon shall have been e cuted by the Bond Registrar. t ualified Tax-Exem t Obli ations . he Bonds have not e n designated by the Issuer as "qualifi d tax-exem t c�bligations" for purposes of Section 26 b) ( 3) of the fed ralllInternal Revenue Code of 1986, as amended. � 22 ; - ��9-�a� � ABBREVIATIONS TY�e following abbreviations, when u d in the inscr tionjon the face of this Bond, shall construed as though hey �were written out in full accord' g to applicable laws or egullations : TEN COM - tenants in common TEN ENT - a tenants by the entireties JT TEN - as j ' nt tenants with right o survivorship an� no as tenants in commo UTMA - as custodian for (C�pst) (Minor) unde* the Unif rm Transfers to Minors Act State) P�dditional ab evia ons may also be used though n i the above list. I I I � I 1 i 23 � ��-�a� , ASSIGNMENT �'or value received, the undersigned he by sells, assig an�i transfers unto the within ond and does hereby i r vocably constitute and appoint attorney b transfer the Bond on the books pt for the registrati thereof, with full power of s stitution in the premises . Dated: �lotice: The assignor ' s s gnature to this , assignment mus correspond with the name s it appears pon the face of the within nd in ever particular, without I a eration any change whatever. Signature jGuaranteed: , Signature(�s) must be guar nte d by a national bank or trust company o�t by a brokerag firm aving a membership in one of the major �stock exchang s . IThe Bond Re strar will ot effect transfer of this Bond unle�s the info ation concern ng the transferee requested ;below is p ovided. Name and �.ddress: ( Include information for all joint owners if the Bond is held by j int account. ) � 24 ��q�� ; 10 . � Execution. The Bonds shall be executed on beha f of the�City by the signatures of its Mayor, Clerk and Direc or, Dep rtment of Finance and Management Service , each with t e effeqt noted on the forms of the Bonds, and e sealed with th seal of the City; provided, however, that e seal of the City ay �e a printed or photocopied facsimile, and provided rt er that any of such signatures may e printed or photocopie f csimiles and the corporate seal m be omitted on the Bond �s permitted by law. In the even of disability or resignati or other absence of any such o ficer, the Bonds may be signed y the manual or facsimile si ature of that officer who m y act on behalf of such abse or disabled officer. In �as any such officer whose ignature or facsimile of hos signature shall appea on the Bonds shall cease to be s�ch o icer before the de very of the Bonds , such signatur or fa simile shall nev theless be valid and sufficient fo� all pu poses, the sam as if he or she had remained in o�fice unt ' 1 delivery. 11 . Authentic tion• Da e of Re istration. No Bond shall be vali�l or obligat ry for any purpose or be entitled to any security r benefit un er t is resolution unless a Certificate o� Authenticati n such Bond, substantially in the form here ' nabove set for , shall have been duly executed by an authori�ed representat ' of the Bond Registrar. Certificates f Authenticat 'on n different Bonds need not be signed by the same person. The ond Registrar shall authenti- cate the sign tures of of icers o the City on each Bond by execution of he Certifi ate of Au entication on the Bond and by inserting s the dat of registra ion in the space provided the date on w ich the ond is authent'cated. For purposes of delivering th origin 1 Global Certifi ates to the Purchaser, the Bond Regi�trar s all insert as the ate of registration the date of o igina issue, which date i March 1, 1989 . The Certificate o�f Aut ntication so executed n each Bond shall be conclusive evi nce that it has been au enticated and delivered under t is resolution. 12 . e istration• Transfer• Exchan The City will cause t e kept at the principal office • the Bond Registrar a d register in which, subject to uch reasonable regulations the Bond Registrar may prescribe, the Bvnd Registrar s 11 provide for the registration of B ds and the registratio ,of transfers of Bonds entitled to be gistered or transfe r�d as herein provided. A (�lobal Certificate shall be registered in the name of the ayee �on the books of the Bond Registrar by presenting I i 25 l ��"�� I aggregate principal amount and stated maturity, upon surrender of the Replac�ment Bonds to be exchanged at the principal office of thelBond Registrar. whenever any Replacement Bonds are so surren ered for exchange, the City shall execute ( if necessary) , a d the Bond Registrar shall authenticate, insert the date of r gistration of, and deliver the Replacement Bonds which the Holder making the exchange is entit ed to receive. Global Ce ifi�cates may not be exchanged fo Global Certificate �f smaller denominations . Al1 Bonds surrendered upon an exchange or transfer provided for this resolution shall e promptly cancelled by the Bond Regi ar and thereafter di osed of as directed by the City. All Bon s delivered in xchange for or upon �ransfer of Bonds shal be alid general obligations of the City evidencing th same debt, and ntitled to the same benefits under this re olutio , as the Bonds surrendered for such exchange or t ansfer. Eve y Bond p s ted or surrendered for transfer or exchange shal be duly orsed or be accompanied by a written instrument of transfer, form satisfactory to the Bond Registrar, du y execut the holder thereof or his, her or its attorney uly aut riz d in writing. The Bond gistrar may require payment of a sum sufficient tolcover any tax o other governmental charge payable in co�nect on with the transfer or exchange of any Bond and any ega or unusual c sts regarding transfers and lost Bonds . Trah ers shall also be ubject to reasonable regulations o the City contained i any agreement with, or notice to, th Bond Registrar, incl ing regulations which permit the B d Registrar to close i s transfer books between record date nd payment dates . 3 . Ri hts U on Transfer or xchan e. Each Bond delivered upoin transfer of or in exchang for or in lieu of any othe Bon�i shall carry all the rights to interest accrued and unp d, a�d to accrue, which were car 'ed by such other Bond. ', 14 . Interest Payment; Record Date. Interest on any Globa Certificate shall be paid as provided i the first paragraph theireof, and interest on any Replacem t Bond shall � 27 � : ��l�� be paid onleach Interest Payment Date by check or draft mailed to the pers�on in whose name the Bond is registered (the "Holder" ) o�n the registration books of the City ma ' tained by Bond Re�gistrar, and in each case at the addr s appearing th eon at �the close of business on the fiftee ( 15th) cal dar da� preceding such Interest Payment ate (the "Reg lar Re'�COrd Date" ) . Any such interest t so timely paid shall cease to be payable to the person wh is the Holder thereo as bf the Regular Record Date, a shall be payable to the per on �vho is the Holder thereof at he close of business on a dat (Ithe "Special Record Date" ) ixed by the Bond Registrar w�enever money becomes ava' able for payment of the defaulted terest. Notice of the ecial Record Date shall be given bylthe Bond Registrar to e Holders not less than ten ( 10) da�r prior to the Specia Record Date. The term "Holder" sh 1 also include thos lawfully entitled to take actions on �eh f of the benefi ial owners of the Bonds for purposes oflany onsent or app ovals given by Holders . 1� . Hol ers • Trea ent of Re istered Owner• Consent of Holders • I (A) F r the purp se of all actions, consents and other matters aff�cting Holde of the Bonds, other than payments, redemptions` and purcha s, the City may (but shall not be obligated t�) treat as h Holder of a Bond the beneficial owner of th� Bond inst ad i the person in whose name the Bond is register�d. For t at pu ose, the City may ascertain the identity ofithe bene icial o er of the Bond by such means as the Bond Recqistrar ' n its sol discretion deems appropriate, including by�t not imited to a ertificate from the person in whose name �he Bo is register identifying such beneficial owner. ( B) T e C ty and Bond Regist r may treat the person in whose name ny ond is registered a the owner of such Bond for the pur o of receiving payment f principal of and premium, if a y, and interest (subjec to the payment provisions � paragraph 14 above) on, ch Bond and for all other purpo s whatsoever.whether or no such Bond shall be overdue, an neither the City nor the Bon Registrar shall be affected b Inotice to the contrary. (C) A�y consent, request, direction, approval, objection or other n�trument to be signed and executed by the Holders may be i ar�y number of concurrent writings of similar tenor and must e signed or executed by such Holders in person or by agent app ir�ted in writing. Proof of the execution of any 28 � �i�� , �� such conselnt re uest direction, a roval, ob 'ection or other ► q , PP 7 instrument��, or of the writing appointing any such agent and of the owners�ip of Bonds, if made in the following ma er, shall be suffici�nt for any of the purposes of this Reso ution, and shall c�nclusive in favor of the City with re rd to any actio tak�n by it under such request or other ' strument, namely II�, 1 The fact and date of the exec tion by any � ) per r� of any such writing may be prov d by the cert icate of any officer in any ju sdiction who by law has p er to take acknowledgments w' hin such jurisdli tion that the person signi such writing acknowjl ged before him the execu on thereof, or by an affida±vi of any witness to such xecution. � ( I ) bject to the provis ons of subparagraph (A) above, the f ct of the ownersh p by any person of Bonds and th amoun and numbers o such Bonds, and the date of the � holding f the same, ay be proved by reference to the bor�d registe . 1� . Deliver A lic tion of Proceeds . The Global Certificate�l when so pre red nd executed shall be delivered by the Diredtor, Departme o Finance and Management Services, ta, the Purchaser p n receipt of the purchase price, and the Purc',haser shall not e obliged to see to the proper application ��thereof . 17',. Fund and Ac oun There is hereby created a special acco�nt to be des ' gnate the "Capital Improvement Bonds of 198 Account" ( e "Acc nt" ) to be administered and maintained b� the City T easurer a bookkeeping account separate and '�, apart from all other counts maintained in the official fin�ncial rec rds of the City. There has been heretofore c�eated an established t General Debt Service Fund (number�d 960, h rein the "Fund" The Fund and the Account shall; each b maintained in th� manner herein specified un il all f the Bonds and th interest thereon have been fully pa�id. ( i Account. To the Accou t there shall be crelll� ite the proceeds of the sale of the Bonds, less acc�ued interest received thereon, and less any amo�nt aid for the Bonds in excess of $11, 609 , 000 . Fro t e Account there shall be paid all costs and exp ns s of making the Improvements, including the cos� f any construction contracts heretofore let � , 29 . � i ��-�� a}�d all other costs incurred and to be inc red of t�e kind authorized in Minnesota Statutes, Section 475 . 65; and the moneys in the Account sha 1 be used fpr no other purpose except as otherwise provided by l�aw provided that the proceeds of the onds may a s be used to the extent necessary pay interest o t e Bonds due prior to the antici ated date of c mm cement of the collection of t es herein c ven nted to be levied; and provi d further that i�f upo completion of the Improve nts there shall remain y unexpended balance in he Account, the b�alance y be transferred by t Council to the flund of an other improvement ' stituted pursuant to I�aws of Min esota for 1971, C apter 773, as amended, c#r to the Fu d. All earning on the Account shall k�e transferre to the Fund. I ( ii) Fund There i hereby pledged and there hall be credite to the und, to a special sinking und account whi is h reby created and established herein for the p en of the Bonds, (a) all ccrued interest r ce' ed upon delivery of the onds; (b) all fun aid for the Bonds in excess of $11, 609, 000; (c) an collections of all taxes which �re herein levied i the payment of the Bonds and interest thereon p ovided in paragraph 18; (d) �11 funds remaini g in the Account after completion Q�f the Improveme ts and payment of the costs �hereof, not so transfer ed to the account of �nother improv ent; and e) all investment earnings �n moneys hel in said sp ial account in the Fund r on moneys eld in the A ount. Said pecial acc unt created in t e Fund shall be used solely to ay the pr' cipal and interes and any premiums for redemption of the Bo ds and any other b ds of the City heretoforelor herea ter issued by the Ci and made payable from said �Special ccount in the Fund as rovided by law, or to pay anyl rebate ue to the United States No portion of the proceeds f the B nds shall be used direct or indirectly to acquire h'gher y elding investments or to r lace funds which were usedjdirec ly or indirectly to acquire '�gher yielding investment�s, e ept ( 1) for a reasonable temporary period until such� pro eeds are needed for the purpose for which the Bonds wer is ued, and ( 2 ) in addition to the above in an amount no g ater than the lesser of five percent ( 5�) of the proceeds f he Bonds or $100,000 . To this effect, any proceeds f he Bonds and any sums from time to time held in , 30 , �� `o� � the Account o said special account in the Fund (or a other City account hich will be used to pay principal or ' terest to become due on the bonds payable therefrom) in exc ss of amounts which under then-applicable federal arbitra e regulations m y be invested without regard as to y'eld shall not be inv t d at a yield in excess of the appli able yield restriction 'mposed by said arbitrage regulatio s on such investments !fter taking into account any applic ble "temporary p iods " or "minor portion" made av lable under the federal a bitrage regulations . In additio , the proceeds of the Bonds d money in the Account or the und shall not be invested in obl ' gations or deposits issued b , guaranteed by or insured by th United States or any agen y or instrumen- tality thereof i and to the extent that s ch investment would cause the Bon s to be "federally guarante d" within the meaning of Se tion 49(b) of the federal Internal Revenue Code of 1986, as a ended the "Code" ) . 18 . Tax Le Prior ta th delivery of the Bonds to the Purcha er, the 'ty Council s all by resolution levy a tax for the playment of e principa and interest on the Bonds . 19 .'i General Obl ' atio Pled e. For the prompt and full payment pf the princip 1 a d interest on the Bonds, as the same resp ctively becom d e, the full faith, credit and taxing powers of the City sh be and are hereby irrevocably pledged. If he balance in e Fund (as defined in paragraph 17 hereof) is' ever insuffic ' n to pay all principal and interest then' due on the B ds ayable therefrom, the deficiency shall be promp y pai out of any other funds of the City whiclh are avail le for uch purpose, including the general fund bf the Cit , and such other funds may be reimbursed wi h or wit ut interes from the Fund when a sufficient balance is vailable the ein. 20.� Cert' icate of Re istr tion. The Director, Department of Fina e and Management rvices, is hereby directed to file certified copy of t is Resolution with the County Audito�r o Ramsey County, Minnes ta, together with such other informa�ti as the County Auditor hall require, and to obtain the Co y Auditor' s certificate at the Bonds have been entered ' the County Auditor' s Bond Register, and that the tax levy equired by law has been made Records and Certificates . The officers of the City are reby authorized and directed to prepare and furnish to the Pu chaser, and to the attorneys approving the legality 31 i ��-/a� � of the iss�►ance of the Bonds, certified copies of all proceedinq and records of the City relating to the Bonds and to the fin�ncial condition and affairs of the City, and such -' other affi�lavits, certificates and information as are requ' ed to show th facts relating to the legality and marketabi ' ty of the .Bon�s as the same appear from the books and reco ds under t ei� custody and control or as otherwise known o them, and all u h certified copies, certificates and aff ' avits, including ny heretofore furnished, shall be deem represen- tations ofj he City as to the facts recited ther in. �2 . Ne ative Covenant as to Use of roceeds and Improvemen�ts . The City hereby covenants not to use the proceeds o the Bonds or to use the Improve ents, or to cause or permit �hem o any of them to be used, r to enter into any deferred p�ayment rrangements for the cos of the Improve- ments, in �uch a m nner as to cause the onds to be "private activity bpnds" wit in the meaning of S ctions 103 and 141 through 1510 of the de. 23 . Tax-Exe t Status of he Bonds• Rebate. The City shalllcomply with equirement necessary under the Code to establilsh and maintai the exc sion from gross income under Sect�ion 103 of the de of the interest on the Bonds, includinglwithout limitati re irements relating to temporary �periods for invest e ts, limitations on amounts invested a�t a yield greater t an the yield on the Bonds, and the rebat� of excess investm earnings to the United States . I24 . Nq Desi nat ' n o ualified Tax-Exem t Obli atio s . The Bonds e eed i amount those which may be qualified as "qualified x-exemp obliqations" within the meaning o� Section 265( ( 3) of th Code, and hence are not designate for such pur ose. , 25 . De os ' or Letter A re ment. The Depository Letter Ag�eement is ereby approved, a d shall be executed on behalf oflthe City y the Mayor, Clerk nd Director, Depart- ment of F�nance an Management Services, in substantially the form appr ved, wi h such changes, modifi ations, additions and deletionslas sha 1 be necessary and appro riate and approved by the Ci y Att ney. Execution by such o ficers of the Deposito Let r Agreement shall be conclu ive evidence as to the neces ity nd propriety of changes and t eir approval by the City tto ney. So long as Midwest Securi ies Trust Company i th Depository or it or its nominee is the Holder of any G1 bal Certificate, the City shall compl with the provision of e Depository Letter Agreement, as it may be , 32 WMITE - CITV CLERK PINK - FINANCE COLLRCII CANARV - OEPARTMENT G I TY OF SA I NT PAU L File NO. ' ` BI.UE - MAVOR Council Resolution Presented By Referred To Committee: ate Out of Committee By Date amended or sup lemente by the City fr m time to time with the agreement r consent of Midwest ecurities Trust Company. 26. Severability. If ny section, paragraph or provision o this resoluti n hall be held to be invalid or unenforceab e for any reaso the invalidity or unenforce- ability of suc section, par ra h or provision shall not affect any of he remainin provi 'ons of this resolution. 27 . Headings Headings i this resolution are included for c nvenien e of reference only and are not a part hereof, and s 11 not limit or efine the meaning of any prov�si n he eof. COUNCIL MEMBERS Requested by Department of: Y�S rnmond Nays Finance and Management Services �� In Favor Goswitz Rettroao sche;n�� _ A gai n s t BY Sonnen. Wilson Form Approved by City Attorn y Adopted by Council: Date Certified Yassed by Council Sec etary By ` Bp A►pproved by Mavor: Date _ Approve y Mayor for Sub ' 'on to Council . By I ;: ;.� . ,< �, _ , - �?,.. �_�-- -WHIT@ ��- CITV sIEKK . . :`�.-.__ . � .. � - ... .P4LJK - FIN�fI�cE � (j I TY OF SA I NT PALT L Council r-: / '� CAf�IARV -.DFyPARTMENT ' �.-1�.. BLUE -MAVOR - � I. . ��'�, �•fNO. � ��'; •�,. : f �:�� . r�.� Cou�n�il Resolut`ion ; � - . ' Presented By .� , /� Referred To •. ' Committee: - ate .�> Out of Committee By `"`� Date a�d ar • 1�� b� t)� Cit�r f tit�s to tise �ritl� tl� aqrs�t c�nt t Nfdvsst �ti�a i'rsst C�ap. 2i. Se�+��abi_]� It �r sactioe, psrayra►ph ;: � ;: or ps•or►ision �e�ro t hall ba �id to bt ia�alid t or an�►for �or ans rsa tbe iatalit9ftt az an�ntmr�s- , �� sbilit? at s� sectic�. par os ps�avi�tio� ��all not affact aaY of re�aini �ra4i oss 0f tl�3.s rtaolntitta�. 2�. �i lfsadi�qs t�is z�e�lotfon az� � iacl�d�! �or o� r�f�r� t�el� iad ars not 1 ' a p�i't L�tr101,� a�1d s 11 �1t 11aei.t Or liL� the s�ai�g of an� prosisi f. � � '� � ;, ,; � _ _....a..� COUNCIL MEMBERS � � ' ,�, s Y� N� Requested by Department of: Dimond �Ci � 1� �� 08 " �R FBVOI Goswitz � Against By ,�,:`. ,''.':: sonnen ` ——. - ... :`e VVilson ' Form Approved by City Attomey Adopted by Council: Date r' Certified Passed b� Council Secret ry . r�,,: By ""t'�' ,`� .`�� F` � By � Approved by lVlavor: Date Approved��y Mayor for Submission to Coancil By BY _ . i V � �I{�l�-i TOR a► wm►� w�is co� , e�/"' ` Finance & Man n S ices 0�/17189 �� . � v� . OONTACT�CN . . �� . OEMA1h1EtJ7�IXREC'TI�R � . � .. .. IAI1Y'OR(t)11 I1SR1/fFtify�-. . . S h ir T ey Dav is �� AwwcE:wr�oo�arF s�nnces os�cron �crrr aa�c ' � r�m�c e�o�so�c+oR �Cou�cil Research Finance/Treas 29� 7�38 ' T o�c.: � Five (5) resoYutions pro id�ag for the acceptance of bid on sale of Geaeral Obligati�n &onds, Series 1989, authorizi.�ceg tl�em and prov�.ding for their issuanee. 1. $�1,75Q,000 Gapital provement Bon�s 4. $S,SOO,OOO Warner/Shepard Road Bonfls 2. $ 2,fl00,00D Street . Sgect$1 Ass ss. Bonds 5. $2,275,000 Capital Ir�p. xefundiAg Bonds ��- ��. $ S,OL1Q,Q�0 Como Cone rvatozy Bonds j ��W�x�(R1) �s�r►a�w�oirr: r��arwo oa�aM cnrw oorrrseioN ' au� �n un�our �t.rar �►a�raa - xa+�x�ca�ion reo ezs ea�nu , A� BTAFF., � . -d/ARiER �� I � .�1PLETE AS 13 � �IODL�i0.ADGED* - RET'0 TD CONTA�.T �� COI�TRUENP � ow�wcr oa�cw �Bond Gouaeel ± — —��. —��+ .�uw„x�: a�,a w�xa+oa�.�rnreo A F ina c ia1 Adv i sa ,, - A CIB vmmittee � : _ � . ��c�rv�� : . . . _ , � � � �I�� 1 � i�S9 - , ..,+r►� ., ».�. +�:�,a,.�..�►: 1.} To best acco�plish t�► sale of these �onds on February 14, 1989,, and s�il� su�ha�f�e t�e �aDd� by �otes o#�five �emb rsa of the Ci�y Council, it is desireable t�ia.t these resoluti�ns be' -� adopted ia arlvance of the sale- a€ tt�e bonds and the acceptar�ce nf the best �bid' b�:� d�I.�gated to a�,.author,'ized.offi er of 'the City. as permitted by_Minnesota Statutes. � 2) Ano.�t�er- resolution pr sented to Cou�cil on February 14, 1989, will ratifg_�th�.accepta�ce of bi�l an+� set. the tax 1 vy':�.if aeees�alry) . '. �. ,l,,- � . ,�1CA�If�..�.t�e«,I�: , ' _. � .: This resolutioa�p�atect:s._ the Cit� (as the low bid must be acted nn wi�2iin 24 itours 'in arder to �chi�,ve ma��cet ,iaterest ates) in the �vent that: five members of th� council are nat grea�t � oa February 14, 1989. '� '_ � Y .. . . .. . . . � � .• . I � . � . . . . . . ._ . . . . , � . . . . - . . � � � . . � , � . . � . � I .. . . . . . I . . , . .'.-,M - , �IMNt.�Mhen.arMl To YNwni$ � If the resolutions are n t passed..by f e votes, it would require tescheduliag of ttie" boad sale at a later date tb�reb3� gosiug addit nal coste and delays. A nu�ber _of Ceuitc;il ger s. were eithe ill or out of town duriag the �eek ttTat th� I988 C�� _ issues eaid. It was. a s am�1e to hav 5 members at the meeting �o sward the �ds, . _ �a.�� i rao� eo�s _ _ C�'��cil .Research Center � I : .J N 1 �1�89 ; � '� �.s,�o�n►�s. . a-� The Weter Revenue :�ssue 1988 was suc essfully aold using the procedure described in this � resolution. i.�ru.�ssuea: This method of award is thorized by M nnesota Statues Sectio� 475.60, Subd 3 and is . : recommended bq Bond Coun "l and City At orney. '� _ 4 ...�.' : . . .. � . :��+orn aF sp+o�wow� , . City of S,t. Patz1 general Qbligation-boads are r��ed AA,+ by Standard and Poor's and Aa bq Moody's. We anticipate similar ratings for these issues. �#1�I1QtA@M�;�q _ ro�fron c+,-:� � ,�-.wi.tst�r.�rne er+►�f�,.a..�a.ti ayuwrn� � � _ PNIiAMC.iA��YlFA�T : �s*'��•' sEOONO r�w rx�s: � 1) Costs are. out- a�aa�r: lined in the Capital t�veMUes�� ....................:.........................................: Improvement Budget. o4�e�: . sa�eri.eJf'++�ge Ee�+e�ts.............._................................... ` 2) If the refe�nding ..............................�._..................... issue is not at a �w�n+«n: ....,... . . s�....................:.......................................................:.:.. present value sav- c«w�r«s�;oa.................................._�......... .......,. � � ings of $50,000 +, � it will be abor'�ed. __ . �r.t+� .......................................................................... _ w�s��t�nriosst��) 3) In 89, a $8QO,OQd - gr.ant is 'availab].e �.��, from State for Como � �+cosrs...................... debt service. .......................................................... � �1l�Ff101tcc�ssTS..... ...... _ . . .. ........._...... . �ow cosrs ...............:. 4) Issuance of ...................._.................. ... $5,000,000 Como & TOTA1........................... .............._................... ....._... , $S,500,000 Warner/,�i .......................... �e oF Fur�a cNa�ne e�d�a.,U Shepard:bonds pro�-; vi.des forgiveness ,.�_, ��p,t�, for State interest ��y�� _ : _ _ free laans for CSO. , ., ,. �wour+r w acc�ss o�ctinr�r euoaEr....._..._:. ...__ _. , , .. souACe oF�r.ove�euoc�r..........................._........... �nr rw�s+�rrrtv u.osTi ......... .. _ : �I.EIAENI'A710N�OM9181L(�Y: �T/0F'F10E 01111S1I3N1. � FuND 717LE � � . � . Finance/Budget Treasury General Debt Service Ft�nds �r,+crnm ra�a rme . ncrnirr ranrvnaea 89989, 89389 General l�ebt Greg Blees/Tom Cran , �r a�'wau.�,�: naoc�u�os,�es: Moaww nc�cnreas �sr rn. �+o ra. ,� Eviu.unr�oN�v: . - �soh o�r. �No. Wap+owr cauwat.c* Shirle Davis Finance 292-7038 �O��y 05/15/89 ., . ,�-- �,�.� �.� r� �� j e I GITY OF SAINT PAUL ��,�„ -- -- . .. --- ---- s�r� sl� � � OFFICE OF TAE CITY COIINCIL � ��= j� � _ !� . ; Committee Report � Financ I Mana ement & Personnei Committee January 30, 1989 , - �, 1 . Approvai c,f �iminutes of January 23 meeting. roved �..� v � .,�i�.� ��,��.�c��U . Reso�n 9-126�� - �+p�s�ri ng sa 1 e af CTg""Bon�s'"g�r i es Approved as-�nnene�ed 19�39A ($'11, 50,�0�) . (t��fei-red from Co+t��i J nuary 26? �z � 3. Resolution 8�9-127 - epproving sal�f Street Improvemeni Approved as s�me�d Special Asse�ssment Bonds Series 1989B ($�,000,000) . (Referred fr�om Counci 1 Janua�-y 26) � � �/� U ��<. 4. R�so i ut i on 81p-128 - approv i ng sa 1�f Como Conservatory Approved as ar�e�id,ed Bonds Seriesi1989C ($5,000,000) . (Refe�red from Council January 26) � J � �"_ U 5. Reso l ut i on 89-12� - a ' �� pproving sale of Warner/5hepard Approved as�er�d�d Rdad Eionds S�ries 1989D (�5,500,000) . (Referred from Counc i I Janu�ry 26) ��:�,�c� ' � (/ �.�.��:z�� 6. ReSO 1 ut i on 8$-130 - apprc,v i ng sa 1 of Refunr�i r�g gonds Approve as--�xet�d Series 1989E �I ($2,275,OOC) . fReferre� from Council January 2b) Resolution 8�-13t - ap�prr�v�ng tax ievy fvr �11";7�4,000 No action required CIB Bonds. Referred from Council January 26} 8. Resolution 8 -132 - approving tax levy far $2,000,000 No action required Street Impro�ement Special Assessment 8onds. (Referred f rom Counc i 1 IJanuar,y 26) 9. Resolution 8'�-133 - approving tax levy for $S,OOO,G�O No action required Como Corserv�tory Bonds. {�eferred from Council ' January 26) �� CITY HALL li SEVENTH FLOOR SAINT PAUL, MINNESOTA 55102 f a�y 46 i _ . • 585T I I' March _, 1989 Midwest Sec rities Trust Company One Financi 1 Place 440 South L Salle Street Chicago, IL 60605 R�: City of Saint Paul, Minnesota -- $11,750,000 General Obligation Capital ' � Improvement Bonds, Series 1989A $2,000,000 General Obliqation Street Improve- , ment Special Assessment Bonds, Series 1989B ' $5,000,000 General Obliqation Como Conservatory Bonds, Series 1989C $5,500,000 General Obligation Warner/Shepard Road Bonds, Series 1989D $2,275,000 General Obligation Capital Improvement Refunding Bonds, Series 1989E Gentlemen: T e purpose of this letter is to set out certain matters rel ting to the safekeeping and "Global" Book-entry of $26,525,000 in aggregate principal amount of 1989 general obligation bonds referenced above (the "Bonds" ) issued by the City of Sai t Paul, Minnesota (the "Issuer" ) . Each series of the Bonds i being issued in accordance with its own resolu- tion (as ap ropriate to an issue, the "Resolution" ) of the Issuer adop ed on February _, 1989, under which the Treasurer of the City of Saint Paul, Minnesota, is acting as bond registrar (the "Bond Registrar" ) , and is being sold pursuant �� , , . to bids acc' pted February 14, 1989, from Harris Trust and Savings Ban , of Chicago, Illinois, and First Bank National Association of Minneapolis, Minnesota, and (collectively, the "Purchasers" ) , pursuant to which th Purchasers have agreed to purchase, and the Issuer has �greed to issue, the Bonds . I}� order to induce the Issuer and Bond Registrar to cause the P rchasers to deposit the Bonds with Midwest Securities rust Company ( "MSTC" ) and in order to induce MSTC to accept t e Boncls as eligible for deposit at MSTC and to hold such B nds for the term thereof for the benefit of those brokers, de lers, banks and other financial institutions which are membersjof MSTC (the "Participants" ) , the Issuer, Bond Registrar afid MSTC agree as follows: 1 ; Designation by MSTC. MSTC aqrees to designate the Bonds a� eligible securities under its Bylaws and Rules, and agrees o abide by such Bylaws and Rules, as well as the Procedures dopted by MSTC pursuant thereto, at all times in connection ith the performance of its obligations in connec- tion with t e safekeeping and book-entry of the Bonds. MSTC • agrees to use its best efforts to notify the Issuer of any proposed cha�nges in such Rules, Bylaws or Procedures which would affec� the Bonds or their transfer. 2 .� Deposit. At the closings of the initial issuance of �the Bonds scheduled for March , 1989, and March _, 19j89, the Issuer will cause the Purchasers to deposit wit MSTC one Bond certificate for each maturity of each series eqistered in the name of Kray & Co. , an Illinois general part ership which is the nominee of MSTC, having an aggregate fa e value of $26,525,000 and representing 100$ of the principa�l .amount of such Bonds, and such Bond certificates shall remainjin the custody of MSTC or its agent. 3 . 1 Notice of Redemption of All Bonds . In the event of a redempt�on, or other early withdrawal, resulting in re- tirement of ll Bonds of a series outstanding, the Issuer or Bond Registr r shall give MSTC and the other registered securities d positories notice of such event, including second notices of a vance refundings, not less than thirty ( 30) nor more than si�Cty (60) days prior to the redemption date. 4 . Notice of Partial Redemption. In the event of a redemption, r any� other early withdrawal, resulting in the retirement o less than a11 Bonds of a series outstanding, the Issuer or Bo d Registrar shall give MSTC and the other 2 i , registered se�curities depositories notice of such event, including sedond notices of advance refundings, not less than thirty ( 30) or more than sixty (60) days prior to the redemption da�te. MSTC, the Issuer and the Bond Registrar shall cooperajte in determining the method of allocatinq the reduction amc}ng beneficial owners . 5 . Information in Redemption Notices . All redemption nc�tices to MSTC and other registered securities depositories should contain the following: (a) CUSIP num- ber( s) ; (b) �ertificate numbers and called amounts of each certificate or partial calls; (c) publication date; (d) redemption d te; (e) redemption price; ( f) redemption agent name and add�ess; (g) nominal date of original issue; (h) interest 'rate; ( i) maturity date; and ( j ) any other descriptive �nformation that accurately identifies the called Bonds . 6 . I Timinq and Addresses for Redemption Notices. All redemptic�n notices (and, as to MSTC and Kray & Co. , other notices) to STC or Kray & Co. and the other registered secu- rities depos tories shall be forwarded by hand delivery (with • receipt) or �xpress or Courier Service or certified or regis- tered United�States mail at least two (2) days prior to the publication ate (if published) to: (i) Midwest Securities Trust Company Capital Structures - Call Notification One Financial Place 440 South LaSalle Street Chicago, Illinois 60605 , FAX - (312 ) 663-2343 (ii) The Depository Trust Company 711 Stewart Avenue Garden City, New York 11530 Attention: Diana Difiglia FAX - (516) 227-4039 or 4190 (iii)Pacific Securities Depository ' Trust Compan� Pacif.ic and Company ' P.O. Box 7041 'I San Francisco, California 94120 FAX - (415) 393-4128 , �I 3 � � . . . � (iv) Philadelphia Depository Trust Company ' Reorqanization Division 1900 Market Street Philadelphia, Pennsylvania 19103 Attention: eond Department � DEX - (215) 496-5058 The Issuer c�r Bond Registrar shall also send such redemption notices to c#ne or more information services of national recognitionithat disseminate redemption information, such as J.J. Kenny a�r Financial Card Services . 7 .! Interest Payments . Interest payments shall contain thelBonds ' CUSIP numbers and be forwarded to MSTC or its nominee Kray & Co. (c/o P.O. Box 96625, Chicago IL 60693) , or its registered assigns, in next day funds or its equivalent on each interest payment date no later than 12 :00 noon (Chicago, Illinois, time) . At the option of the Issuer, such interest pa ents may be made by wire transfer to: Continental Illinois National Bank and Trust Company of Chicago, for the credit of Midwest Securities Trust Company, Account No. 552416, ABA No. 071000039 . Interest payments ' shall be mad payable to the order of Kray & Co. The payment shall list e ch CUSIP number anci the respective interest amount repre ented by that payment. MSTC agrees that it will credit such ayments to the accounts of its Participants in accordance w'th its Rules and Procedures, as in effect from time to time� 8 . I Principal and Premium Payments; Other Payees . MSTC underst�nds that, except as to partial prepayments of principal, p incipal and premium are payable upon surrender of the Bond ceri�ificates to the Bond Registrar. Payments of principal orjpremium shall contain each Bond' s CUSIP number and be wired 'or otherwise forwarded to MSTC or its nominee Kray & Co. , �r its registered assigns, in next day funds or its equivaler�t, on each payment date no later than 12 :00 noon (Chicago, Il�inois, time) . In the event that a payment reflects func�s paid on more than one CUSIP number, the payment shall contai� a reference to each CUSIP number represented by that payment.� _Principal payments shall be made payable to the order of Kra�k & Co. and be sent to: I MIDWEST SECURITIES TRUST COMPANY ONE FINANCIAL PLACE 440 SOUTH LASALLE STREET I CHICAGO, ILLINOIS 60605 j ATTN: REORGANIZATION DEPARTMENT 4 I . At the optior� of the Issuer, such payments of principal or premium may e made by wire transfer to: Federal Reserve Bank of Chicaqo, �or the credit of Midwest Securities Trust Company, ABAINo. 071002299 . If IBond certificates are authenticated and delivered by the Issuerl or Bond Registrar other than to MSTC or its nominee Kray & Co. , pursuant to the Resolution, any payment of principal or interest due MSTC or Kray & Co. shall be made to MSTC or its n�Ominee Kray & Co. on the payment date and in immediately a�vailable funds if such other certificate holders are entitled to receive payment of principal or interest in such funds . 9 . IChanqe of Pavment Address; Notice of Nonpavment. MSTC may requ�e st payment of interest or principal or premium to be made tolanother address or in another manner than as described in �aragraphs 7 and S hereof, and the Bond Registrar and Issuer sh 11 cooperate with respect to such changes to the extent permit�ted under the Resolution. If the Bond Registrar or Issuer sha�ll be unable to make any interest or principal ' amounts by th payment date, the Bond Registrar or Issuer shall so advi�e MSTC by telex (Number 254236) no later than 4 :00 p.m. (Ch'cago, Illinois, time) on the day prior to the payment date.� Such sinqle notice shall be addressed to the following thr e officers: (i) Senior Vice President of Operations, (�i) Manager of Bond Interest Department and (iii) Manager of Reprganization Department. 10. Addresses. MSTC may direct the Issuer or Bond Registrar to �se any other address or department of MSTC as the address o�C department to which notices may be sent. 11 . ' New Certificates or �Notation Upon Partial Redemption. n the event a redemption or any other early withdrawal ne essitating a reduction in the aggregate princi- pal amount of Bonds outstanding, MSTC, in its discretion, (a) may request t e Issuer or Bond Registrar to issue and authen- ticate new Bo�d certificates, or (b) shall make an appropriate notation on t e Bond certificates indicating the date and amounts of su�h reduction in principal, and may present the Bond certific�tes to the Bond Registrar for execution of such notation. , 12 . Another Depository or Replacement Bonds. The Resolution pr vides that in the event the Issuer determines that (a) MSTC is incapable of discharging responsibilities � I 5 � i described hjerein and in the Resolution, or (b) it is in the best interelst of the beneficial owners of the Bonds that they be able to btain certificated Bonds, as more fully set forth in paragrap 6 of each Resolution, the Issuer or Bond Registrar mlay notify MSTC that it will arrange for another securities �epository to maintain custody of the certificates for the Bon s or issue Bond certificates to each Bondholder, as appropriate. In the event that MSTC is no longer to serve as securiti s depository for the Bonds, MSTC, the Issuer and the Bond Re�istrar will cooperate with one another and others in taking a�propriate action ( i) to make available one or more separate ce�ktificates evidencing the Bonds to MSTC ' s Partici- pants havinc� Bonds credited to their MSTC accounts or ( ii) to arrange for �another securities depository to maintain custody of one or mqre certificates evidencing the Bonds . 1� . MSTC Records of Ownership; Lists . MSTC shall maintain a �ecord of ownership that identifies its Partici- pants who a�e owners of an interest in the Bonds and shall, upon request� of the Issuer or Bond Registrar, furnish the Issuer or Bo�nd Registrar lists of the principal amount of Bonds held fior the account of such Participants and the names ' and addressels of such Participar�ts to permit the Issuer or Hond Registr r to ascertain the names and addresses of the beneficial o ners of the Bonds and, if deemed appropriate, to send noticesito such beneficial owners . The Issuer agrees to pay all reas�nable fees to MSTC for the provision of such lists. Thisisection is intended to enable the Issuer and Bond Registrar toiidentify and communicate directly with beneficial owners of th� Bonds and is not an implication that MSTC or Kray & Co. w uld not forward notices in its ordinary course. 14 Lists; Signatures; Etc . The Issuer hereby authorizes M TC to provide the Bond Reqistrar with lists of the principa amount of Bonds held for the account of its Participants and also authorizes the Bond Registrar to pro- vide MSTC wi h such signatures, signature specimens and autho- rizations to act as. may be deemed necessary by MSTC to permit MSTC to disc arqe its obligations to its Participants and proper regulajtory authorities . This authorization, unless revoked by tl�e Issuer, shall continue for the term of the Bonds, until �and unless the above-named Bond Registrar shall no longer beiacting under_ the Resolution. In such event, the Issuer shall�rovide MSTC with similar evidence of the authorizatio of any successor Bond Registrar to so act. 15 .1i Bond Reqistrar and Issuer Not Responsible. Neither the Bbnd Registrar nor the Issuer, as issuer of the 6 � i , , i . Bonds, willjbe responsible or liable for maintaining, super- vising or r�viewing the records maintained by MSTC, its Par- ticipants o�t persons acting through such Participants; and the Issuer and �ond Reqistrar will have no responsibility or obligation tlo the Participants or beneficial owners with respect to tlhe Bonds so long as MSTC or a nominee of MSTC is the registe�led owner of the Bonds . 16�. Voting. In the event that a vote of Bond- holders is tb occur, Bonds reqistered in the name of MSTC or its nominee ay be voted in fractions representing portions of such Bonds i the principal amount of $5,000, or any integral multiple the eof. 17�. Bonds in Reqistered Form. The Issuer intends that the Bon�is will at all times be obligations "in registered form" within the meaning of Section 149(a) of the Internal Revenue Codel� of 1986 . Consistent with the intent and notwith- standing theiprovisions in the previous paragraphs of this Letter Agree�ent, MSTC shall, pursuant to reasonable instruc- tions of theiIssuer and to the extent permitted by MSTC's Rules, Bylaw� and Procedures, and at the expense of the • Issuer, takejsuch actions and assume such responsibilities not otherwise cor�templated by this I;etter Agreement as required to assure that t�he Bonds be obliqations "in reqistered form" within the m�aning of said Section 149(a) . . � . � � i li 7 I � _ , . � Very truly yours, TREASURER OF THE CITY OF SAINT PAUL, MINNESOTA (BOND REGISTRAR) - By Gary Norstrem, Treasurer II� CITY OF SAINT PAUL . � MINNESOTA ( ISSUER) By Mayor And By Director Department of Management and Finance Services � APPROVED AS TO FORM: ' I� . B Y Assistant City Attorney aCCErTE� fYl: Midwest Sec�rities Trust Company By: Date: I I i � . Letter Aqreelent relating to certain general obligation bonds issued in 19�9. • -�-� ,I . I . S ,