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89-128 i O WHITE '- C1TV CIERK i �S P4NARV - DEPAR MENT 585T C�unCll ,/OC �LUE - MAVOR I GITY OF SAINT PAITL File NO. gJ � Council Resolution g Presented By Referred To Committee: Date Out of Committee By jl Date i ACCEPTING BID ON SALE OF $5,000,0 0 GENERAL OBLIGATION COMO CONSERVATORY BONDS, SER ES 1989C, PROVIDING FOR THEIR ISSUANCE, AND L ING A TAX FOR THE PAYMENT THEREOF I WHERE S, the Director, Department of Finance and Management ervices, has presented affidavits showing publication of notice of the sale of $5, 000, 000 General Obligation Comc� Conservatory Bonds, Series 1989C (the "Bonds" ) , of the City oflSaint Paul, Minnesota (the "City" ) , for which bids wer to be considered at this meeting in accordance with Resolutio No. 89-14 adopted by this Council on January 17, 1989, and appr ved by the Mayor on January 18 , 1989 ; and the affidavits have been examined, have been found to comply with the provi ions of Minnesota Statutes, Chapter 475, and have been approved and ordered placed on file; and WHE EAS, the bids set forth on Exhibit A attached hereto were r ceived pursuant to the Official Terms of Offering by t e Director, Department of Finance and Management Services, at he offices of Springsted Incorporated at 2 : 00 P.M. , Ce tral Time, on February 13, 1989 ; and i I' � I II � � COUNCIL MEMBERS ! Requested by Department of: � Yeas Nays i vimona Finance and Mana ement Services Lo� � In Favor � � � Gosw;tz ' Rettman � �ne1�� ; _ Against BY � , � Sonuen � Wilson ; � Form Approved by City Attorney Adopted by Council: [�ate Certified Passed by Council Secretary BY By , A►pproved by 1+lavor: Date I Appr ved by Mayor for Sub is Ir n tq�Council > I By ---� i I C - a , �� f�d i WH�,REAS, the Director, Department of Fina nce and Management S�rvices , has advised this Council that the bid of Piper, Jaffr�y & Hopwood Incorporated was found to be the most advantageous ; and has recommended that said bid be accepted; a nci WH� REAS, the roceeds of the Bonds will finance the � P remodeling aj�d refurbishing of the Como Park conservatory, for which the City is proceeding pursuant to its Charter and Laws of Minnesota� for 1988 , Chapter 686 ; and WHIEREAS, the City has heretofore issued registered obligations iin certificated form, and incurs substantial costs associated w�ith their printing and issuance, and substantial continuing t�ransaction costs relating to their payment, transfer and exchange; and WI�EREAS, 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 certificated form in large denominations, registered on the books of th� 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 �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 books a�s the owners of such interests; and such Participant�s and other banks, brokers and dealers participat�'ng in the National System will do likewise (not as agents of the City) if not the beneficial owners of the bonds; and � Y�HEREAS, "Participants " means those financial insti- tutions fo� whom the Depository effects book-entry transfers and pledge� of securities deposited and immobilized with the Depository; and � �VHEREAS, Midwest Securities Trust Company, a limited purpose tr�st company organized under the laws of the State of Illinois, pr 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;�efore this Council a form of letter agreement (the "Depository Letter Agreement" ) setting forth various matters relating t,�o the Depository and its role with respect to the Bonds; and � � 2 , �� 9 `t�� WHEIEAS the Cit will deliver the Bonds in the form I� , Y of one certif;icate per maturity, each representing the entire principal amviunt of the Bonds due on a particular maturity date (each ai"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 bookrentry form" by permitting the Global Certificates to be exchanqed 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 authenticate!d and delivered by the Bond Registrar pursuant to paragraphs 6� and 12 hereof; and W�#EREAS, "Holder" as used herein means the person in whose name a Bond is registered on the registration books of the City mai�ntained by the City Treasurer or a successor registrar a�pointed as provided in paragraph 8 (the "Bond Registrar" ) � NpW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows : 1�. AccepL-ance of Bid. The bid of Piper, Jaffray & Hopwood Incorporated (the "Purchaser" ) to purchase $5,000, 000 General Obl�igation Como Conservatory Bonds , Series 1989C, of the City (tihe "Bonds" , or individually a "Bond" ) , in accordance ,'with the Official Terms of Offering for the bond sale, at th�e rates of interest hereinafter set forth, and to pay for the� Bonds the sum of $4 ,940, 000, plus interest accrued to settlem�nt, is hereby found, determined and declared to be the most f�vorable bid received and is hereby accepted, and the Bonds �re hereby awarded to said bidder. The Director, Department �of Finance and Management Services, or his designee, �s directed to retain the deposit of the Purchaser and to forthwith return to the unsuccessful bidders their good faith chec�CS or drafts . ,� . Title; Oriqinal Issue Date; Denominations; Maturities,'. The Bonds shall be titled "General Obligation Como Conse;rvatory Bonds, Series 1989C" , shall be dated March 1, 1!989 , as the date of original issue and shall be issued forthwith on or after such date as fully registered I . 3 � ; � ��-��' � bonds . The Bands shall be numbered from R-1 upward. Global Certificates s1ha11 each be in the denomination of the entire principal amount maturing on a single date. Replacement Bonds, if iss�ed as provided in paragraph 6 , shall be in the denomination of $5, 000 each or in any integral multiple thereof of a �ingle maturity. The Bonds shall mature, without option of prepayment, on March 1 in the years and amounts as follows: Yeal Amount Year Amount � —rt. 1990 $450, 000 1995 $500, 000 199 450, 000 1996 525, 000 199� 425, 000 1997 550,000 199� 425, 000 1998 600,000 199i4 450, 000 1999 625,000 3 . ; Purpose. The Bonds shall provide funds to remodel and r�efurbish the Como Park conservatory (the "Improvements," ) in the 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 enumera�ted in Minnesota Statutes , Section 475 . 65, is estimated tolbe at least equal to the amount of the Bonds . Work on the $mprovements shall proceed with due diligence to completion. �� 4 . i Interest . The Bonds shall bear interest payable semiannually� on March 1 and September 1 of each year (each, an "Interest� Payment Date" ) , commencing September 1, 1989 , calculated o� the basis of a 360-day year of twelve 30-day months, at t e respective rates per annum set forth opposite the maturity years as follows : Maturit!� Interest Maturity Interest Year ; Rate Year Rate 1990 �� 6 .50� 1995 6 . 65$ 1991i 6 . 50 1996 6 . 70 1992 ; 6 . 50 1997 6 . 75 1993 � 6 . 55 1998 6 . 80 1994 � 6 . 60 1999 6 . 90 51 Description of the Global Certificates and Global Book Entr System. Upon their original issuance the ",,-`C � Bonds will e issued in the form of a single Global Certifi- v '�� cate for ea h maturity, deposited with the Depository by the � � 4 , . ��-�� Purchaser and� immobilized as provided in paragraph 6 . No beneficial ow�ers of interests in the Bonds will receive certificates irepresenting their respective interests in the Bonds except �as provided in paragraph 6 . Except as so provided, dur;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 Participantsiand other banks, brokers, and dealers partici- pating in th� National System. The Depository' s book entries of beneficia�. ownership interests are authorized to be in increments o� $5,000 of principal of the Bonds, but not smaller incr�ments, despite the larger authorized denomination� of the Global Certificates . Payment of principal of� premium, if any, and interest on the Global Certificates; will be made to the Bond Registrar as paying agent, and i$� turn by the Bond Registrar to the Depository or its nominee �s registered owner of the Global Certificates, and the DepoSitory according to the laws and rules governing it will receiive and forward payments on behalf of the beneficial orwners of the Global Certificates . Payment�� of principal of, premium, if any, and interest on a Global Certificate may in the City' s discretion be made by such other method of transferring funds as may be requested by the Holder cif a Global Certificate. 6 � Immobilization of Global Certificates by the Depository; � Successor Depository; Replacement Bonds . Pursuant to the requ�st of the Purchaser to the Depository, which request is �equired by the Official Terms of Offering, immedi- ately upon �.he original delivery of the Bonds the Purchaser will deposi� the Global Certificates representing all of the Bonds with �he Depository. The Global Certificates shall be in typewrit�en form or otherwise as acceptable to the Depository, � shall be registered in the name of the Depository or its nomi,�ee and shall be held immobilized from circulation at the offi��ces of the Depository on behalf of the Purchaser and subsequlent bondowners . The Depository or its nominee will be the sole holder of record of the Global Certificates and no investor o� other party purchasing, selling or otherwise transferrir�g ownership of interests in any Bond is to receive, hold or del;iver any bond certificates so long as the Depository �holds the Global Certificates immobilized from circulation, except as provided below in this paragraph and in paragraph 12 . � ; � 5 � � . ;� �-�--�� Certi�icates evidencing the Bonds may not after their original d�livery be transferred or exchanged except: ( i) Upon regist.ration of transfer of ownership of a Glo al Certificate, as provided in paragraph 12 , �( ii) To any successor of the Depository (or its nomin e) or any substitute depository (a "substitute depos�.tory" ) designated pursuant to clause ( iii) of this subpa�agraph, provided that any successor of the Depos tory or any substitute depository must be both a "clea ing corporation" as defined in the Minnesota Unifo�m Commercial Code at Minnesota Statutes, Secti n 336 . 8-102, and a qualified and registered "clea ing agency" as provided in Section 17A of the Secur'ties Exchange Act of 1934, as amended, ( iii) To a substitute depository designated by and accep able to the City upon (a) the determination by the Depos ' tory that the Bonds shall no longer be eligible for its d pository services or (b) a determination by the City that the Depository is no longer able to carry out its functions, provided that any substitute depository must b�e qualified to act as such, as provided in clause ( ii) olf this subparagraph, or �( iv) To those persons to whom transfer is reques�ted in written transfer instructions in the event that: ' (a) the Depository shall resign or discontinue ils services for the Bonds and the City is unable to l�cate a substitute depository within two ( 2) months f llowing the resignation or determination of non- e�igibility, or i ' (b) upon a determination by the City in its s�le discretion that ( 1) the continuation of the bpok-entry system described herein, which precludes tl�e issuance of certificates (other than Global C�rtificates) to any Holder other than the D�pository (or its nominee) , might adversely affect tme 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 ol�tain certificated bonds, Ii i I 6 i I � � . �y'--�/e7 � � in eithe� of which events the City shall notify Holders of its d termination and of the availability of certifi- cates (t�ie "Replacement Bonds" ) to Holders requesting the same and the registration, transfer and exchange of such Bonds wi�ll be conducted as provided in paragraphs 9B and 12 hereo� . In �the event of a succession of the Depository as may be authorized by this paragraph, the Bond Registrar upon presentation f Global Certificates shall register their transfer to the substitute or successor depositories, and the substitute o successor depository shall be treated as the Depository f r all purposes and functions under this resolu- tion. The D pository Letter Agreement shall not apply to a substitute o� successor depository unless the City and the substitute o� successor depository so agree, and a similar agreement ma� be entered into. 7 . � No Redemption. The Bonds shall not be subject to redemptio�h and prepayment prior to their maturity. 8 . ,' Bond Registrar. The Treasurer of the City is appointed to act as bond registrar and transfer agent with respect to t e Bonds (the "Bond Registrar" ) , and shall do so unless and u til 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 puirsuant to Minnesota Statutes, Chapter 475, and may be appointec� pursuant to any contract the City and such successor Bdnd Registrar shall execute which is consistent herewith. Zlhe Bond Registrar shall also serve as paying agent unless and �ntil a successor paying agent is duly appointed. Principal a�d interest on the Bonds shall be paid to the Holders (or �record holders) of the Bonds in the manner set forth in the forms of Bond and paragraph 14 of this resolution. ' 9i Forms of Bond. The Bonds shall be in the form of Global C�rtificates unless and until Replacement Bonds are made availa�le as provided in paragraph 6 . Each form of bond may contain! such additional or different terms and provisions as to the f�rm of payment, record date, notices and other matters as �re consistent with the Depository Letter Agreement and approve�l by the City Attorney. ��►iI Global Certificates . The Global Certificates, • together wi,!th the Certificate of Registration, the form of Assignment �and the registration information thereon, shall be in substan�ially the following form and may be typewritten rather thar� printed: ! I 7 �t��-i.�� UNITED STATES OF AMERICA ' STATE OF MINNESOTA , RAMSEY CUUNTY �� CITY OF SAINT PAUL R- $ �, GENERAL OBLIGATION COMO CONSERVATORY � BOND, SERIES 1989C INTERES MATURITY DATE OF RATE DATE ORIGINAL IS5UE CUSIP ' March 1, 199 March 1, 1989 REGISTERE OWNER: PRINCIPAL 'AMOUNT: DOLLARS ,KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Pau , 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 certificat�e of regi,stration below, or registered assigns, without option of prepayment, in the manner hereinafter set forth, the principal amount specified above, on the maturity date speci�fied above, and to pay interest thereon semiannually on March 1; and September 1 of each year (each, an "Interest Payment Da�te" ) , commencing September 1, 1989 , at the rate per annum spe ified above (calculated on the basis of a 360-day year of t�elve 30-day months ) until the principal sum is paid or has be�n provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original i;ssue hereof . The principal of and premium, if any, on this Bqnd are payable by check or draft in next day funds or its equ�ivalent (or by wire transfer in immediately available funds if payment in such form is necessary to meet the timing requirements below) upon presentation and surrender hereof at the principal office of the Treasurer of the Issuer in Saint Raul, Minnesota (the "Bond Registrar" ) , acting as paying agQnt, or any successor paying agent duly appointed by the Issue�. Interest on this Bond will be paid on each Interest F�ayment Date by check or draft in next day funds or its equivallent mailed (or by wire transfer in immediately available funds if payment in such form is necessary to meet � I 8 I i . ��-�� the timing rec�uirements below) to the person in whose name this Bond is �egistered (the "Holder" or "Bondholder" ) on the registration books of the Issuer maintained by the Bond Registrar andiat the address appearing thereon at the close of business on t1�e fifteenth calendar day preceding such Interest Payment Date �the "Regular Record Date" ) . Interest payments shall be rece ved by the Holder no later than 12 :00 noon, Chicago, Illinois, time; and principal and premium payments shall be rece�ved by the Holder no later than 12 :00 noon, Chicago, Illi�ois, time, if the Bond is surrendered for payment enoug in advance to permit payment to be made by such time. Any initerest not so timely paid shall cease to be payable to th� person who is the Holder hereof as of the Regular Recorld Date, and shall be payable to the person who is the Holder he�keof at the close of business on a date (the "Special Reco�rd 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 n'ot less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are� payable in lawful money of the United States of America. � Dai�e of Payment Not Business Day. 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 baniting institutions in the City of Chicago, Illinois, or 'the city where the principal office of the Bond Registrar isilocated 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 �hich 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. No� Redemption. 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 Bond is one of an is ue in the total principal amount of $5,000,000, all of like idate of original issue and tenor, except as to number, matujrity, interest rate, and denomination, which Bond has been iss;ued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including particularly� Laws of Minnesota for 1988, Chapter 686, and the Charter of t;he Issuer, and pursuant to a resolution adopted by the City Coujncil of the Issuer on February 14, 1989 (the "Resolution"i) , for the purpose of providing money to remodel � 9 . �:��-,�� ; and refurbisih the Como Park conservatory in the City. This Bond is paya'ble out of the General Debt Service Fund of the Issuer. ThLS Bond constitutes a general obligation of the Issuer, and 'to provide moneys for the prompt and full payment of its prinaipal, premium, if any, and interest when the same become due„the full faith and credit and taxing powers of the Issuer have �been and are hereby irrevocably pledged. Dlnominations; Exchange; Resolution. The Bonds are issuable originally only as Global Certificates in the denominatio�► of the entire principal amount of the issue maturing on � a single date. Global Certificates are not exchangeabl� for fully registered bonds of smaller denominatio�s except in exchange for Replacement Bonds if then available. iReplacement Bonds, if made available as provided below, are �issuable solely as fully registered bonds in the denominations of $5, 000 and integral multiples thereof of a single matu ity and are exchangeable for fully registered Bonds of ot er authorized denominations in equal aggregate principal a ounts at the principal office of the Bond Registrar, ut only in the manner and subject to the limitationsl provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of he Bond Registrar. Copies of the Resolution are on file in th� principal office of the Bond Registrar. F�eplacement Bonds . Replacement Bonds may be issued Uy the Iss�er in the event that: i �a) the Depository shall resign or discontinue its servi�es for the Bonds, and only if the Issuer is unable to loc�ate a substitute depository within two (2 ) months follo�ing the resignation or determination of non- eligil�ility, or kb) upon a determination by the Issuer in its sole discr�tion that ( 1) the continuation of the book-entry system described in the Resolution, which precludes the issua�ce of certificates (other than Global Certificates ) to an�r Holder other than the Depository (or its nominee) , might adversely affect the interest of the beneficial owneris of the Bonds, or ( 2 ) that it is in the best inter�est of the beneficial owners of the Bonds that they be ab�le to obtain certificated bonds . iTransfer. This Bond shall be registered in the name of the pay�ee on the books of the Issuer by presenting this Bond for �egistration to the Bond Registrar, who will endorse i i 10 . � �� his, her or it�s name and note the date of registration opposite the rlame of the payee in the certificate of registration a�ttached hereto. Thereafter this Bond may be transferred b� delivery with an assignment duly executed by the Holder or ,his, her or its legal representatives, and the Issuer and Bor�d Registrar may treat the Holder as the person exclusively e titled to exercise all the rights and powers of an owner unti this Bond is presented with such assignment for registration f transfer, accompanied by assurance of the nature provid�d by law that the assignment is genuine and effective, an until such transfer is registered on said books and noted her�on by the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable reigulations of the Issuer contained in any agreement wit�, or notice to, the Bond Registrar. Transfer of this Bond may;, at the direction and expense of the Issuer, be subject to ce�rtain other restrictions if required to qualify this Bond as �being "in registered form" within the meaning of Section 149 (a�) of the federal Internal Revenue Code of 1986, as amended. i Fels 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 i�his Bond and any legal or unusual costs regarding transfers an�l 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 herein provided (except as otherwise provided with respect to t�e Record Date) and for all other purposes, whether or npt this Bond shall be overdue, and neither the Issuer nor t,�e Bond Reg�.strar shall be affected by notice to the contrary�. A 'thentication. This Bond shall not be valid or become obli atory for any purpose or be entitled to any security un ess the Certificate of Authentication hereon shall have been e�ecuted by the Bond Registrar. N t ualified Tax-Exem t Obli ations . The Bonds have not be n designated by the Issuer as "qualified tax-exempt bligations " for purposes of Section 265(b) ( 3) of the federal � Internal Revenue Code of 1986, as amended. i i � 11 i . ; �r��,�/z�, i �T IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State �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�med, 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 the�date of its issuance and delivery to the original purchaser, �does not exceed any constitutional or statutory or Charter li�itation of indebtedness . N WITNESS WHEREOF', the City of Saint Paul, Ramsey County, Mir�nesota, by its City Council has caused this Bond to be sealed tit.ith its official seal and to be executed on its behalf by t�he photocopied facsimile signature of its Mayor, attested b� the photocopied facsimile signature of its Clerk, and counte signed by the photocopied facsimile signature of its Directq�r, Department of Finance and Management Services . � � I I 'I I� - � � I i I i I 12 I I i i /�i-'diC!_/o�� (.� I� Date of Regis�tration: Registrable by: ! Payable at: , BOND REGIST R' S CITY OF SAINT PAUL, CERTIFICATE�CF RAMSEY COUNTY, MINNESOTA AUTHENTICATI(�jN This Bond is �one of the Bonds descri}�ed in the Resolution m�ntioned Mayor within. i Attest: , City Clerk Bond Registr�r By � Countersigned: Authorized Signature ' Director, Department of Finance ' and Management Services (SE�) , � General Oblijgation Como Conservatory Bond, Series 1989C, No. R- I i I� I : 13 � I� C,��'-,�� . � I CERTIFICATE OF REGI5TRATION � The transflr of ownershi of the rinci al amount of the � P P P attached B�nd may be made only by the registered owner or his, her or its � legal representative last noted below. , DATE OF � SIGNATURE OF REGISTRATI N REGISTERED OWNER BOND REGISTRAR � � � 1 � I I � , � � I I � � il I 14 i i � �! �p��-��' 'I �� ABBREVIATIONS — The followin abbreviations when used in the inscri tion 9 ► P on the fac� of this Bond, shall be construed as though they were writt�n out in full according to applicable laws or regulationsi: TEN COM - ais tenants in common TEN ENT - a�,s tenants by the entireties JT TEN - asijoint tenants with right of survivorship an�l not as tenants in common UTMA - as custodian for (Cust) (Minor) unde� the Uniform Transfers to Minors Act (State) A ditional abbreviations ma also be used �d y though not in the above list. . � I � I � ; �, � ' ,I � 15 I'I . �� i � ASSIGNMENT Fojr value received, the undersigned hereby sells , assigns and {transfers unto the within Bond and does hereby irrevbcably 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: I �� No�tice: The assignor' s signature to this assignment must correspond with the name ,, as it appears upon the face of the within IBond in every particular, without , alteration or any change whatever. I Signature Guaranteed: Si nature s Imust be uaranteed b a national bank or trust 9 ( ) 9 Y company or b�y a brokerage firm having a membership in one of the major stiock exchanges . Th�e Bond Registrar will not effect transfer of this Bond unless jthe information concerning the transferee requested bejlow is provided. � Name and Addlress : ( Include information for all joint owners if the Bond is held by joint account. ) I � I I 16 I � ��-�a�' B. Replacement Bonds . If the City has notified Holders that �teplacement Bonds have been made available as provided in p�ragraph 6 , then for every Bond thereafter transferred o� exchanged the Bond Registrar shall deliver a certificate i� the form of the Replacement Bond rather than the Global Ce+�tificate, but the Holder of a Global Certificate shall not othjerwise be required to exchange the Global Certif- icate for one� or more Replacement Bonds since the City recog- nizes that same 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 amd the registration information thereon, shall be in substanti�lly the following form: , ; I 17 � � ; _ ��-��' . C�r UNITED STATES OF AMERICA NE TA STATE OF MIN SO RAMSEY COUNTY '� CITY OF 5AINT PAUL i R- $ ; 'GENERAL OBLIGATION COMO CONSERVATORY BOND, SERIES 1989C INTEREST i MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP March 1 1989 , � REGISTERED OS�INER: PRINCIPAL AM(�UNT: DOLLARS KN�W ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, amsey County, Minnesota (the "Issuer" or "City" ) , certifies th�t it is indebted and for value received promises to pay to th� registered owner specified above, or registered assigns, without option of prepayment, in the manner hereinafter �et forth, the principal amount specified above, on the matur�ity date specified above, and to pay interest thereon semi�annually 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 3160-day year of twelve 30-day months) until the principal su�m is paid or has been provided for. This Bond will bear ir�terest from the most recent Interest Payment Date to which intierest has been paid or, if no interest has been paid, from the date of original issue hereof . The principal of and premi�um, if any, on this Bond are payable upon presentatior� and surrender hereof at the principal office of , in , ' (the "Bond Registrar" ) , acting as paying agent, or a y successor paying agent duly appointed by the Issuer. Int�erest on this Bond will be paid on each Interest Payment Dat� by check or draft mailed to the person in whose name this B�nd is registered (the "Holder" or "Bondholder" ) on the registr�tion books of the Issuer maintained by the Bond Registrar a d at the address appearing thereon at the close of business on the fifteenth calendar day preceding such Interest Payment Dat (the "Regular Record Date" ) . Any interest not so 18 ' �-�g-�� timely paid sh�ll cease to be payable to the person who is the Holder hereof �s of the Regular Record Date, and shall be payable to thelperson who is the Holder hereof at the close of business on a idate (the "Special Record Date" ) fixed by the Bond Registrariwhenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given�'� to Bondholders not less than ten days prior to the Special Re�cord Date. The principal of and premium, if any, and inter!est on this Bond are payable in lawful money of the United Stajtes of America. REF RENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND �ET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. i IT �S HEREBY CERTIFIED AND RECITED that all acts, conditions an things required by the Constitution and laws of the State of NCinnesota and the Charter of the Issuer to be done, to happ�n and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by l�w, and this Bond, together with all other debts of the Issuerjoutstanding on the date of original issue hereof and on the da#e of its issuance and delivery to the original purchaser, do�s not exceed any constitutional or statutory or Charter limit�tion of indebtedness . IN 4pITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minne$ota, by its City Council has caused this Bond to be sealed witlh its official seal or a facsimile thereof and to be executed o� its behalf by the original or facsimile signature of �ts Mayor, attested by the original or facsimile signature of ts Clerk, and countersigned by the original or facsimile sig�hature of its Director, Department of Finance and Management Se�vices . I i �I � 19 � �� ,��' Date of Registration: Registrable by: ' Payable at: i �� BOND REGISTRA ' S CITY OF 5AINT PAUL, CERTIFICATE 0 RAMSEY COUNTY, MINNESOTA AUTHENTICATIO This Bond is ne of the Bonds describ�d in the Resolution me�tioned Mayor within. Attest: , City Clerk Bond Registra By Countersigned: Authorized ignature , Director, Department of Finance !i and Management Services (SEAL) I' , I I 20 , ' ' �-�-i�� ON REVERSE OF BOND �ate of Payment Not Business Day. If the date for payment of �'� the principal of, premium, if any, or interest on this Bond �hall be a Saturday, Sunday, legal holiday or a day on which b�nking institutions in the City of Chicago, Illinois, or the city where the principal office of the Bond Registrar iis located are authorized by law or executive order to close, t,hen the date for such payment shall be the next succeedinglday which is not a Saturday, Sunday, legal holiday or a day onl which such banking institutions are authorized to close, and '�ayment on such date shall have the same force and effect as i� made on the nominal date of payment. N Redem�tion. The Bonds of this issue are not subject to edemption and prepayment prior to their maturity. I�suance; Purpose; General Obligation. This Bond is one of an i sue in the total principal amount of $5,000, 000, all of like ��date of original issue and tenor, except as to number, mat�rity, interest rate, and denomination, which Bond has been isslued pursuant to and in full conformity with the Constitution, and laws of the State of Minnesota, including particularly� Laws of Minnesota for 1988, Chapter 686, and the �`�-- Charter of t�e Issuer, and pursuant to a resolution adopted by � the City Cou�cil of the Issuer on February 14, 1989 ��k�e. _....._,. �:�r �` "Resolution" for the purpose_ of. _proyiding money �tp;`remodel `` and refurbis �the Como Park conse,ryator ' . ._._... . _.. . _ .. Y it�_..the.. ��,��,.�..J This Bond is payable out of the General Debt Service Fund of the Issuer. Thi� Bond constitutes a general obligation of the Issuer, and o provide moneys for the prompt and full payment of its princ 'pal, premium, if any, and interest when the same become due, he full faith and credit and taxing powers of the Issuer have k�een and are hereby irrevocably pledged. Denominations; Exchange; Resolution. The Bonds are issuable sole�,ly as fully registered bonds in the denominations of $5,000 and', integral multiples thereof of a single maturity and are excha#�geable for fully registered Bonds of other authorized defiominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and su2�ject to the limitations provided in the Resolution. l�eference is hereby made to the Resolution for a description o� the rights and duties of the Bond Registrar. Copies of the '�Resolution are on file in the principal office of the Bond R�gistrar. ' � 21 , � � ��.�_,a�' �� ransfer. This Bond is transferable by the Holder in person ar by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentati�n and surrender hereof to the Bond Registrar, all subject to' the terms and conditions provided in the Resolution and to rea�onable regulations of the Issuer contained in any agreement ith, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authentica e and deliver, in exchange for this Bond, one or more new f�lly registered Bonds in the name of the transferee (but not registered 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, of the same maturity and bearing interest at the same rate. ' Whenever ownership of this Bond should be transferre�i under any other circumstances or be registered in nominee na,�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 meaning 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 upon Transfer or Loss . The Bond Registrar may require pa ment of a sum sufficient to cover any tax or other government�l charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers �nd lost Bonds . reatment of Re istered Owner. The Issuer and Bond Registrar ay treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided on the revers$ side hereof with respect to the Record Date) and for all otrner purposes, whether or not this Bond shall be overdue, a d neither the Issuer nor the Bond Registrar shall be affecte� by notice to the contrary. uthentication. This Bond shall not be valid or become obl gatory for any purpose or be entitled to any security u less the Certificate of Authentication hereon shall have been xecuted by the Bond Registrar. ot ualified Tax-Exem t Obli ations . The Bonds have not b en designated by the Issuer as "qualified tax-exemptlobligations" for purposes of Section 265(b) ( 3) of the federak Internal Revenue Code of 1986, as amended. I I 22 I �-��,�� ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regul�tions : TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as jmint 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. 23 � ' �-��-`a�' 'I ASSIGNMENT For �lvalue received, the undersigned hereby sells, assigns and transfers unto ' the within Bond and does + hereby irrevo�ably constitute and appoint attorney to t�ansfer the Bond on the books kept for the registration ithereof, with full power of substitution in the premises . Dated: Notice: The assi.gnor' 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�anteed: Signature(s ) �ust be guaranteed by a national bank or trust company or by ''la brokerage firm having a membership in one of the major sto�k exchanges . The 'Bond Registrar will not effect transfer of this Bond unless tt�e information concerning the transferee reyuested below is provided. Name and Address : �I ( Include information for all joint owners if the Bond is held by joint account. ) , 24 � � � � ��=�� , 10 . ,' Execution. The Bonds shall be executed on behalf of the �City by the signatures of its Mayor, Clerk and Director, Depa�rtment of Finance and Management Services, each with the effe�t noted on the forms of the Bonds, and be sealed with the sealjof the City; provided, however, that the seal of the City may l�e a printed or photocopied facsimile; and provided furtY�er that any of such signatures may be printed or photocopied f�csimiles and the corporate seal may be omitted on the Bonds �s permitted by law. In the event of disability or resignatio� or other absence of any such officer, the Bonds may be signed � by the manual or facsimile signature of that officer who m�y act on behalf of such absent or disabled officer. In �ase any such officer whose signature or facsimile of �vhose signature shall appear on the Bonds shall cease to be s�ch officer before the delivery of the Bonds, such signatur� or facsimile shall nevertheless be valid and sufficient fo� all purposes, the same as if he or she had remained in o�ffice until delivery. 11 ., Authentication; Date of Registration. No Bond shall be vali�l or obligatory for any purpose or be entitled to any security br benefit under this resolution unless a Certificate ojf Authentication on such Bond, substantially in the form herainabove set forth, shall have been duly executed by an authori�zed representative of the Bond Registrar. Certificates 'of Authentication on different Bonds need not be signed by thq same person. The Bond Registrar shall authenti- cate the signatures of officers of the City on each Bond by execution of !the Certificate of Authentication on the Bond and by insertingjas the date of registration in the space provided the date on �hich the Bond is authenticatecl. For purposes of delivering tlie original Global Certificates to the Purchaser, the Bond Reg�strar shall insert as the date of registration the date of c�riginal issue, which date is March 1, 1989 . The Certificate �f Authentication so executed on each Bond shall be conclusiv evidence that it has been authenticated and delivered un�ier this resolution. 12 � Registration; Transfer; Exchange. The City will cause tp be kept at the principal office of the Bond Registrar a �ond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration! of transfers of Bonds entitled to be registered or transferred as herein provided. A !Global Certificate shall be registered in the name of the payee! on the books of the Bond Registrar by presenting � I 25 � � �� the Global Certificate for registration to the Bond Registrar, who will iendorse his or her name and note the date of regi- stration ppposite the name of the payee in the certificate of registratlion on the Global Certificate. Thereafter a Global Certifica�te may be transferred by delivery with an assignment duly exec�ted by the Holder or his, her or its legal repre- sentative', and the City and Bond Registrar may treat the Holder aslthe person exclusively entitled to exercise all the rights an�l powers of an owner until a Global Certificate is presented with such assignment for registration of transfer, accompani�d by assurance of the nature provided by law that the assighment is genuine and effective, and until such transfer �s registered on said books and noted thereon by the Bond Regi�trar, all subject to the terms and conditions provided n the Resolution and to reasonable regulations of the City �ontained in any agreement with, or notice to, the Bond Regi�trar. I, Transfer of a Global Certificate may, at the direction'�, and expense of the City, be subject to other restricti�ns if required to qualify the Global Certificates as being "in'� registered form" within the meaning of Section 149 (a) of �lthe federal Internal Revenue Code of 1986, as amended. jUpon surrender for transfer of any Replacement Bond at the pr�ncipal office of the Bond Registrar, the City shall execute (�f necessary) , and the Bond Registrar shall authentic te, insert the date of registration (as provided in paragraphill) of, and deliver, in the name of the designated transfere or transferees, one or more new Replacement Bonds of any au�horized denomination or denominations of a like aggregate ' principal amount, having the same stated maturity and inter st rate, as requested by the transferor; provided, however, hat no bond may be registered in blank or in the name of " earer" or similar designation. Whenever ownership of any Re lacement Bonds should be transferred without surrender .of the Replacement Bond for transfer or should be registerec� in nominee name only, the registered owner of the Replacemerit Bond shall, if and to the extent required to preserve he exclusion from gross 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 Replacemer�t Bond. At the option of the Holder of a Replacement Bond, Replacemer�t Bonds may be exchanged for Replacement Bonds of any autho�#ized denomination or denominations of a like I I ,I 26 ', i . � � ; ��-�� aggregate principal amount and stated maturity, upon surrender of the Replace�nent Bonds to be exchanged at the principal office of the ;Bond Registrar. Whenever any Replacement Bonds are so surrenc�ered for exchange, the City shall execute ( if necessary) , ar�d the Bond Registrar shall authenticate, insert the date of r�gistration of, and deliver the Replacement Bonds which the Holc�er making the exchange is entitled to receive. Global Certif�.cates may not be exchanged for Global Certificates qf smaller denominations . All ' Bonds surrendered upon any exchange or transfer provided for �in this resolution shall be promptly cancelled by the Bond RegiStrar and thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of Bonds shal�l be valid general obligations of the City evidencing tYu�e same debt, and entitled to the same benefits under this r�solution, as tYie Bonds surrendered for such exchange or t�ransfer. Ev�ry Bond presented or surrendered for transfer or exchange sha�l be duly endorsed or be accompanied by a written instrument o transfer, in form satisfactory to the Bond Registrar, d�ply 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 tp cover any tax or other governmental charge payable in cpnnection with the transfer or exchange of any Bond and any; legal or unusual costs regarding transfers and lost Bonds . ; Tr;ansfers shall also be subject to reasonable regulationslof the City contained in any agreement with, or notice to, tihe Bond Registrar, including regulations which permit the �ond Registrar to close its transfer books between record dateS and payment dates . 1� . Rights Upon Transfer or Exchange. Each Bond delivered u�on transfer of or in exchange for or in lieu of any other Bmnd shall carry all the rights to interest accrued and unpaid, ; and to accrue, which were carried by such other Bond. 1�4 . Interest Payment; Record Date. Interest on any Global Cert;ificate shall be paid as provided in the first paragraph t,�hereof, and interest on any Replacement Bond shall ; ' 27 � � . ��9-/� be paid on eaGh Interest Payment Date by check or draft mailed to the person ;in whose name the Bond is registered (the "Holder" ) on t�he registration books of the City maintained by the Bond Regi�trar, and in each case at the address appearing thereon at th� close of business on the fifteenth ( 15th) calendar day �receding such Interest Payment Date (the "Regular Reco�d Date" ) . Any such interest not so timely paid shall cease ta be payable to the person who is the Holder thereof as of; the Regular Record Date, and shall be payable to the person whp is the Holder thereof at the close of business on a date (thie "Special Record Date" ) fixed by the Bond Registrar wh�never money becomes available for payment of the defaulted int�erest. Notice of the Special Record Date shall be given by �.he Bond Registrar to the Holders not less than ten ( 10) days prior to the Special Record Date. 15 : Holders; Treatment of Registered Owner; Consent of Holders . (A) Fo� the purposes of all actions, consents and other matters affe�Cting Holders of the Bonds, other than payments, redemptions,; and purchases, the City may (but shall not be obligated ta) treat as the Holder of a Bond the beneficial owner of t�id Bond instead of the person in whose name the Bond is registered. For that purpose, the City may ascertain the identity of �the beneficial owner of the Bond by such means as the Bond Rec�istrar �in its sole discretion deems appropriate, including b�t not limited to a certificate from the person in whose name �he Bond is registered identifying such beneficial owner. (B) T�e City and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purlpose of receiving payment of principal of and premium, i� any, and interest (subject to the payment provisions 'in paragraph 14 above) on, such Bond and for all other purpc�ses whatsoever whether or not such Bond shall be overdue, a d neither the City nor the Bond Registrar shall be affected b� notice to the contrary. (C) $,ny consent, request, direction, approval, objection or other i}�strument to be signed and executed by the Holders may be in �ny number of concurrent writings of similar tenor and must bie signed or executed by such Holders in person or by agent appo;inted in writing. Proof of the execution of any 28 1 r ' �"�9-<�� such consent,� request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownershipi of Bonds, if made in the following manner, shall be sufficient� for any of the purposes of this Resolution, and shall be conalusive in favor of the City with regard to any action taken �by it under such request or other instrument, namely: '� ( 1)� The fact and date of the execution by any person df any such writing may be proved by the certifi�ate of any officer in any jurisdiction who by law has pow�r to take acknowledgments within _s�ch jurisdi�tion that the person sign.ing such writing acknowl$dged before him the execution thereof, or by an affidav�t of any witness to such execution. ( 2 Subject to the provisions of subparagraph (A) above, �he fact of the ownership by any person of Bonds and the ' amounts and numbers of such Bonds, and the date of the �olding of the same, may be proved by reference to the bon register. 16r Delivery; Application of Proceeds . The Global Certificates', when so prepared and executed shall be delivered by the Direc�or, Department of Finance and Management Services, to the Purchaser upon receipt of the purchase price, and the Purc�aser shall not be obliged to see to the proper application jthereof . 17�. Fund and Account. There is hereby created a special account to be designated the "Como Conservatory Bonds of 1989 Acco'�unt° (the "Account" ) to be administered and maintained b�y the City Treasurer as a bookkeeping account separate andi apart from all other accounts maintained in the official finjancial records of the City. There has been heretofore created and established the General Debt Service Fund (numbe�led 960, herein the "Fund" ) . The Fund and the Accnunt sha]�1 each be maintained in the manner herein specified uritil all of the Bonds and the interest thereon have been fully paid. ( i) Account. To the Account there shall be c�tedited the roceeds of the sale of the Bonds less P � ac�crued interest received thereon, and less any amount paid for the Bonds in excess of $4,940, 000. F�om the Account there shall be paid all costs and e�tpenses of making the Improvements, including the cbst of any construction contracts heretofore let � i 29 i r � �-�y-�� . i 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 forino other purpose except as otherwise provided by lawl; provided that the proceeds of the Bonds may alsp be used to the extent necessary to pay interest on �the Bonds due prior to the anticipated date of com�nencement of the collection of taxes herein covlenanted to be levied; and provided further that if jupon completion of the Improvements there shall remain any unexpended balance in the Account, the balance may be transferred by the Council to the fur�d of any other improvement authorized by law or to �the Fund. All earnings on the Account shall be trainsferred to the Fund. ( ii) Fund. There is hereby pledged and there shalll be credited to the Fund, to a special sinking fu�id account which is hereby created and established therein for the payment of the Bonds: (a) all acc�rued interest received upon delivery of the Bor�ds; (b) all funds paid for the Bonds in excess of $4�940, 000; (c) any collections of all taxes which ar� herein levied for the payment of the Bonds and in�erest thereon as provided in paragraph 18; (d) al funds remaining in the Account after completion of the Improvements and payment of the costs th�reof, not so transferred to the account of an ther improvement; (e) all amounts appropriated by th� State of Minnesota for the payment of the Bonds; an�i ( f) all investment earnings on moneys held in . sa�.d special account in the Fund or on moneys held in i the Account. I Said sp�cial account created in the Fund shall be used solely to pa the principal and interest and any premiums for redemption o� the Bonds and any other bonds of the City heretofore o� hereafter issued by the City and made payable from said sp�ecial account in the Fund as provided by law, or to pay any r�ebate due to the United States . No portion of the proceeds of the Bonds (and any other obligations treated as one issue wi��th the Bonds) shall be used directly or indirectly to acquire Y�igher yielding investments or to replace funds which were wised directly or indirectly to acquire higher yielding inv�estments, except ( 1) for a reasonable temporary period until� such proceeds are needed for the purpose for which the Bdnds (and such other obligations ) were issued, and ( 2 ) in additlion to the above in an amount not greater than ' 30 � I . � ��g-r.�� , $100, 000 . To 'this effect, any proceeds of the Bonds (and such other obligatipns ) and any sums from time to time held in the Account or saijd special account in the Fund (or any other City account which �will be used to pay principal or interest to become due on 'the bonds payable therefrom) in excess of amounts which 'under tllen-applicable federal arbitrage regulations m�y be invested without regard as to yield shall not be investad 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 per�iods " or "minor 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 o�bligations or deposits issued by, guaranteed by or insured by ' the United States or any agency or instrumen- tality thereo� if and to the extent that such investment would cause the Bon�is to be "federally guaranteed" within the meaning of Se�tion 149 (b) of the federal Internal Revenue Code of 1986 , as a�nended (the "Code" ) . 18 . � Tax Levy; Coverage Test . To provide moneys for payment of thie principal anc� interest on the Bonds there is hereby levied! upon all of the taxable property in the City a direct annual� ad valorem tax which shall be spread upon the tax rolls anci collected with and as part of other general property taxels in the City for the years and in the amounts as follows : I Year of �Tax Year of Tax Lev Collection Amount 1988� 1989* $ -0- * 1989i 1990 773, 877 1990 ; 1991 734 ,620 1991 � 1992 705,614 1992 ! 1993 702 , 634 1993 ! 1994 723, 949 1994 � 1995 715,287 1995; 1996 704 , 603 1996� 1997 718, 122 1997� 1998 701, 532 *made unnecejssary by State of Minnesota appropriation Thje tax levies are such that if collected in full they, togetl�er with estimated collections of any other revenues he�ein pledged for the payment of the Bonds , will produce at l;east five percent ( 5$) in excess of the amount I - ' 31 � ' I � �g—/az� . 'I needed to meet when due the principal and interest payments on the Bonds . T.he tax levies shall be irrepealable so long as any of the Bo�nds are outstanding and unpaid, provided that the City reserves''� the right and power to reduce the levies in the manner and to� the extent permitted by Minnesota Statutes, Section 475 . 6I1, Subdivision 3 . 19 .1 General Obliqation Pledge. For the prompt and full payment bf the principal and interest on the Bonds, as the same resp�ectively become due, the full . faith, credit and taxing powerslof the City shall be and are hereby irrevocably pledged. If the balance in the Fund (as defined in paragraph 17 hereof) isjever insufficient to pay all principal and interest then'� due on the Bonds payable therefrom, the deficiency shpll be promptly paid out of any other funds of the City which are available for such purpose, including the general fund pf the City, and such other funds may be reimbursed wi�h or without interest from the Fund when a sufficient ba�.ance is available therein. 20 . 1� Certificate of Registration. The Director, Department of Finance and Management Services, is hereby directed to f$.le a certified copy of this Resolution with the County Audito� of Ramsey County, Minnesota, together with such other information as the County Auditor shall require, and to obtain the Co�nty Auditor' s certificate that the Bonds have been entered n the County Auditor' s Bond Register, and that the tax levy �equired by law has been made. 21. ' Records and Certificates . The officers of the City are here y authorized and directed to prepare and furnish to the Purcha�er, and to the attorneys approving the legality of the issuan�e of the Bonds, certified copies of all proceedings ar�d records of the City relating to the Bonds and to the financial` condition and affairs of the City, and such other affidav�ts, certificates and information as are required to show the f�cts relating to the legality and marketability of the Bonds �s the same appear from the books and records under their c�stody and control or as otherwise known to them, and all such �ertified copies,_ certificates and affidavits, including any heretofore furnished, shall be deemed represen- tations of th� City as to the facts recited therein. 22 . '�, Negative Covenant as to Use of Proceeds and Improvements . ' The City hereby covenants not to use the proceeds of t�e Bonds or to use the Improvements, or to cause or permit them or any of them to be used, or to enter into any deferred payment arrangements for the cost of the Improve- I I I 32 I i 'i � i ' � ��9-i��' i ments, in suc� a manner as to cause the Bonds to be "private activity bond'�" within the meaning of Sections 103 and 141 through 150 o'f the Code. 23 . Tax-Exempt Status of the Bonds; Rebate. The City shall comply with requirements necessary under the Code to establish �nd maintain the exclusion from gross income under Section', 103 of the Code of the interest on the Bonds, including withou� limitation requirements relating to temporary per�ods for investments, limitations on amounts invested at a' yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States . 24 . II No Designation of Qualified Tax-Exempt Obligations . The Bonds exceed in amount those which may be qualified as 1'qualified tax-exempt obligations" within the meaning of Se�tion 265(b) ( 3) of the Code, and hence are not designated fo� such purpose. � 25 . I Depository Letter Agreement. The Depository Letter Agreem�nt is hereby approved, and shall be executed on behalf of the '�, City by the Mayor, Treasurer and Director, De- partment of Finance and Management 5ervices, in substantially the form apprQved, with such changes, modifications, additions and deletionslas shall be necessary and appropriate and approved by tY�e City Attorney. Execution by such officers of the Depositor Letter Agreement shall be conclusive evidence as to the nec�ssity and propriety of changes and their appro- val by the Citiy Attorney. So long as Midwest Securities Trust Company is th Depository or it or its nominee is the Holder of any Global�Certificate, the City shall comply with the provisions of the Depository Letter Agreement, as it may be amended or suRplemented by the City from time to time with the agreement or qonsent of Midwest Securities Trust Company. I I '� i . i � I 33 I i i I �"�HITE ' - CITY GLERK , P:NK - FINANCE COI1flC11 (y�� ANARV - DEPARTMEN7 II GITY OF SAINT PAUL f/�(J BLUE - MAVOR I FIlC NO• � ! Council Resolution � Presented By '' Referred To I�' Committee: Date Out of Committee y Date � 26 Severab.ility. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforce ble for any reason, the invalidity or unenforce- ability of s ch section, paragraph or provision shall not affect any o the remaining provisions of this resolution. 27 . Headings. Headings in this resolution are included for onvenience of reference only and are not a part hereof and shall not limit or define the meaning of any provis on hereof. I � COUNCIL MEMBERS Yeas Nays I Requested by Department of: Dimond Finance and Management Services �� [n Favor Goswitz , � ; Rettman i � ��;�� '�___ Against BY � Sonnen i Wilson �� I ��R � '� 1989 Form Approved by City At ney Adopted by Council: Date Certified Pas e ouncil , e r BY � 2 _� � sy A►ppr by 1Aavor. Dat � EB 1 � 19 Appr d by Mayor for Submission o Council � i ��U6ltSF�D �� 2 5 1989 '! t ` �` . ` �. � �t , . WHITE —_,�ITY CLERK i . �'� � � .�' ,.;-, . �. . PINK --FINANGE S�S'i� GITY � OF SAINT PAITL �Council �� CANARV — DEPARTMENT �rcj1 BIUE — MAVOR C11B NO• � - ��, Council Resolution � :� Presented By ' , q' . Referred To �`� Committee: Date Out of Committee By Date �C�SI�i � � SiL� (� �S�oi0� Q�it �Ifil'lZt� t9fJ� �• 1!�lC, !lO�IO►I� l�Eff! 'lStt I�S�i1Ci, i � 11 '!� !� '!� 1�l�l.' !!'�fl�1t� � # , t� Dirictor, D�part�Arat o� linsa�a aad Mius�t S��c,n, II�a Qrea�tsa alfida�ri�s s3u�riaq poblf aatioa ot aotie� oi th� �tl� o� Ss,000,QBtf 6�s�a1 � �Iiqation C+�as�rtato�t�► Ho�ls, Sesia 19s�C t t�+e •��•�, of thr Citr o! Sain� Paol, ttin�s�ta t t!� "City�), for � Mhiah @ids to be �siderrd at Lbi• a�tiuq ia acoosrdan+c� � rith l�lati lio. 89-14 a�opted by this Con�cil e� Jaaoar� 17, j 1'la9. and appr b� tl�s Malror ca J�a�art 18, 1l�9 s �s� 1� - ^`- t� at�id�vits ve be�s ��ati�l, batr�t brest ��nd ta t�ly , � vith tb�� p�o�i fo�s o! Mi�►ssota Statnl�, t�apt�r �73, and ba�e �n ra�red a�! 'o�c8�r�d pla�rt! oa f i la� sad . the �ieU set fos�th: o�t Ez�ibit !l atta�3�d ' b�rat4 w:re f�nd pursuaat to th� otlieisl �ssss of � tit�tri�q by t.h� nirector� tM�rtatnt ot' linau�tt� a�d l�waq�t 8�rvie�s� at af f ic�s of �ri�qst�! Iacox�o►sated at �:AO P.lt., t�sat al �is�, � �ebrnarp 13, 19i!t at�d } � � - "� COUNC�IL MEMBERS Requested by Department of: Yeas Nays Dimond �'3OOCa! ar � �El�rl�t* �� [n Favor ,--�� r Goswitz � .'� . �,� �� Rettman �be;� Against BY �. � ��— sonnen Wil�n Form Approved by City Attorney Adopted by Council: Date Certified Passed by Council Secreta y BY By Approved by Navor: Date Approved by Mayor for Submission t,�Council a . <�""'""°-�-�.. gY �- 1�,�'.r, v °,,,;, � _y---- � I �� . � . � I WHERE S, the Director, Department of Finance and Management Serv'ces, has advised this Council that the bid of Piper, Jaffray Hopwood Incorporated was found to be the most advantageous an has recommended that said bid be accepted; anci I WHERE$iS, the proceeds of the Bonds will finance the remodeling and �efurbishing of the Como Park conservatory, for which the City �.s proceeding pursuant to its Charter and Laws of Minnesota for 1988, Chapter 686; and WHERE�AS, the City has heretofore issued registered obligations inlcertificated form, and incurs substantial costs associated witY� their printing ancl issuance, and substantial continuing trar�saction costs relating to their payment, transfer and e:�change; and WHER�AS, the City has determined that significant savings in tra}�saction costs will result from issuing bonds in "global book-e�try form" , by which bonds are issued in certificated fprm in large denominations, registered on the books of the C��ity in the name of a depository or its nominee, and held in s fekeeping and immobilized by such depository, and such depo itory as part of the computerized national securities cl arance and settlement system (the "National System" ) regi ters transfers of ownership interests in the bonds by maki�hg computerized book entries on its own books and distributes p yments on the bonds to its Participants shown on its books as he owners of such interests; and such Participants nd other banks, brokers and dealers participating, in the National System will do likewise (not as agents of thej City) if not the beneficial owners of the bonds; and � WH �REAS, "Participants" means those financial insti- tutions for hom the Depository effects book-entry transfers and pledges f securities deposited and immobilized with the Depository; �nd � WH REAS, Midwest Securities Trust Company, a limited purpose trus company organized under the laws of the State of Illinois, o any of its successors or successors to its func- tions hereur�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 "Depository ;Letter Agreement" ) setting forth various matters relating toithe Depository and its role with respect to the Bonds; and i I i i � . i 2 i ` �� CF�`�1�-/�� , WHERE�IS, the City will deliver the Bonds in the fo rm of one certific�te per maturity, each representing the entire principal amoun of the Bonds due on a particular maturity date (each a "G�obal Certificate" ) , which single certificate per maturity ma� be transferred on the City' s bond register as required by the� Uniform Commercial Code, but not exchanged for smaller denominiations unless the City determines to issue Replacement Bon�ds as provided below; and WHER�AS, the City will be able to replace the Depository or i�nder certain circumstances to abandon the "global book-erltry form" by permitting the Global Certificates � to be exchangec� for smaller denominations typical of ordinary bonds register d on the City' s bond register; and "Replacement Bonds" means t�ie certificates representing the Bonds so authenticated nd delivered by the Bond Registrar pursuant to paragraphs 6 a�d 12 hereof; and WHER�AS, "Holder" as used herein means the person in whose name a B�nd is registered on the registration books of the City maint ined by the City Treasurer or a successor registrar appo�nted as provided in paragraph 8 (the "Bond Registrar" ) : � REF RE BE IT RESOLVED b the Council of the NOW, THE 0 , y City of SaintiPaul, Minnesota, as follows : 1 . IAcceptance of Bid. The bid of Piper, Jaffray & Hopwood Incor�orated (the "Purchaser" ) to purchase $5,000, 000 General Oblig�tion Como Conservatory Bonds, Series 1989C, of the City (the � "Bonds " , or individually a "Bond" ) , in accordance wi h the Official Terms of Offering for the bond sale, at the �ates of interest hereinafter set forth, and to pay for the B�nds the sum of $4 ,940, 000, plus interest accrued to settlement is hereby found, determined and declared to be the most favo�rable bid received and is hereby accepted, and the Bonds arelhereby awarded to said bidder. The Director, Department of Finance and Management Services, or his designee, is �irected to retain the deposit of the Purchaser and to forthwlith return to the unsuccessful bidders their good faith checks �or drafts . i 2 . i Title; Oriqinal Issue Date; Denominations; Maturities . �The Bonds shall be titled "General Obligation Como Conserv tory Bonds, Series 1989C" , shall be dated March 1, 198 , as the date of original issue and shall be issued forth ith on or after such date as fully registered i 3 t I ��r- �� -l�� I � bonds . The Bon s shall be numbered from R-1 upward. Global Certificates sh 11 each be in the denomination of the entire principal amoun maturing on a single date. Replacement Bonds , if issue as provided in paragraph 6 , shall be in the denomination of ! $5, 000 each or in any integral multiple thereof of a si�gle maturity. The Bonds shall mature, without option of prepa�ment, on March 1 in the years and amounts as follows : Year �I Amount Year Amount 1990 ; 5450,000 1995 $500,000 1991 ,' 450,000 1996 525, 000 1992i 425,000 1997 550,000 1993i 425, 000 1998 600,000 1994 ; 450, 000 1999 625,000 3 . lur ose. The Bonds shall provide funds to remodel and re�urbish the Como Park conservatory (the "Improvements "�) in the City. The proceeds of the Bonds shall be deposited alnd used as provided in paragraph 17 , for the purpose descrilbed by Laws of Minnesota for 1988, Chapter 686 . The total cost; of the Improvements, which shall include all costs enumerat{ed in Minnesota Statutes , Section 475 . 65, is estimated to l�e at least equal to the amount of the Bonds . Work on the In�provements shall proceed with due diligence to completion. I 4 . IInterest . The Bonds shall bear interest payable semiannually n March 1 and September 1 of each year (each, an "Interest �ayment Date" ) , commencing September 1, 1989 , calculated onithe basis of a 360-day year of twelve 30-day months, at thie respective rates per annum set forth opposite the maturity �years as follows : Maturit�t Interest Maturity Interest Year i Rate Year Rate 1990 ; � 6 .50� 1995 6 . 65$ 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.' Description of the Global Certificates and Global Book�Entry System. Upon their original issuance the Bonds will Y�e issued in the form of a single Global Certifi- cate for eackh maturity, deposited with the Depository by the I � ; 4 ' i t � �-�-,�� ; Purchaser and mmobilized as provided in paragraph 6 . No beneficial own rs of interests in the Bonds will receive certificates r presenting their respective interests in the Bonds except a provided in paragraph 6 . Except as so provided, duri g the term of the Bonds, beneficial ownership (and subsequen transfers of beneficial ownearship) of interests in t e Global Certificates will be reflected by book entries made on the records of the Depository and its Participants nd other banks, brokers, and dealers partici- pating in the National System. The Depository' s book entries of beneficial ownership interests are authorized to be in increments of $5, 000 of principal of the Bonds, but not smaller incre ents, despite the larger authorized denominations of the Global Certificates . Payment of principal of, premium, if any, and interest on the Global Certificates ill be made to the Bond Registrar as paying agent, and in ,' turn by the Bond Registrar to the Depository or its nominee a registered owner of the Global Certificates, and the Depos tory according to the laws and rules governing it will recei e and forward payments on behalf of the beneficial ow�ers of the Global Certificates . Payment pf principal of, premium, if any, and interest on a Global Cert�ificate may in the City' s discretion be made by such other meithod of transferring funds as may be requested by the Holder ofi a Global Certificate. i 6 . � Immobilization of Global Certificates by the De ositor • uccessor De ositor • Re lacement Bonds . Pursuant to the reque t of the Purchaser to the Depository, which request is r quired by the Official Terms of Offering, immedi- ately upon tl�e original delivery of the Bonds the Purchaser will depositithe Global Certificates representing all of the Bonds with t�he Depository. The Global Certificates shall be in typewritt�n form or otherwise as acceptable to the Depository, hall be registered in the name of the Depository or its nomin�e and shall be held immobilized from circulation at the offic�s of the Depository on behalf of the Purchaser and subseque�nt bondowners . The Depository or its nominee will be the sole �older of record of the Global Certificates and no investor or �other party purchasing, selling or otherwise transferringj ownership of interests in any Bond is to receive, hold or del 'ver any bond certificates so long as the Depository olds the Global Certificates immobilized from circulation, except as provided below in this paragraph and in paragraph 1 . ' � � 5 ; � s � �,r�—i��` � � Certifica es evidencing the Bonds may not after their original deliv ey be transferred or exchanged except: ( i) Upon r.egistration of transfer of ownership of a Global ertificate, as provided in paragraph 12, ( ii) To any successor of the Depository (or its nominee) or any substitute depository (a substitute deposito�y" ) designated pursuant to clause ( iii) of this subparag aph, provided that any successor of the Deposito y or any substitute depository must be both a "clearin corporation" as defined in the Minnesota Uniform ommercial Code at Minnesota Statutes, Section 36 . 8-102 , and a qualified and registered "clearin agency" as provided in Section 17A of the Securiti s Exchange Act of 1934, as amended, ( ii ) To a substitute depository designated by and acceptab�e to the City upon (a) the determination by the Deposito�y that t-he Bonds shall no longer be eligible for its depo itory services or (b) a determination by the City tha� the Depository is no longer able to carry out its func�ions, provided that any substitute depository must be �ualified to act as such, as provided in clause ( ii) of his subparagraph, or ( ij�) To those persons to whom transfer is requeste�d in written transfer instructions in the event that: I I (a) the Depository shall resign or discontinue it� services for the Bonds and the City is unable to loc�ate a substitute depository within two (2) months fo lowing the resignation or determination of non- el 'gibility, or (b) upon a determination by the City in its so e discretion that ( 1) the continuation of the bo k-entry system described herein, which precludes th issuance of certificates (other than Global Ce tificates) to any Holder other than the De ository (or its nominee) , might adversely affect th interest of the beneficial owners of the Bonds, or ( 2 ) that it is in the best interest of the be eficial owners of the Bonds that they be able to ob ain certificated bonds, I � � 6 i I i ' ia�'� . 'I� , . �� , I i � in either of which events the City shall notify Holders of its determination and of the availability of certifi- cates (th "Replacement Bonds" ) to Holders requesting the same and he registration, transfer and exchange of such Bonds will be conducted as provided in paragraphs 9B and 12 hereof . In the event of a succession of the Depository as may be authorized by this paragraph, the Bond Registrar upon presentation f Global Certificates shall register their transfer to th�e substitute or successor depositories, and the substitute or successor depository shall be treated as the Depository fo all purposes and functions under this resolu- tion. The De ository Letter Agreement shall not apply to a substitute or ',successor depository unless the City and the substitute orisuccessor depository so agree, and a similar agreement may be entered into. 7 . No Redemption. The Bonds shall not be subject to redemptionland prepayment prior to their maturity. 8 . Bond Registrar. The Treasurer of the City is appointed to ct as bond registrar and transfer agent with respect to th Bonds (the "Bond Registrar" ) , and shall do so unless and un il a successor Bond Registrar is duly appointed. A successor B nd Registrar shall be an officer of the City or a bank or truSt company eligible for designation as bond registrar pur uant to Minnesota Statutes, Chapter 475, and may be appointed ursuant to any contract the City and such successor Bon Registrar shall execute which is consistent herewith. Th Bond Registrar shall also serve as paying agent unless and un il a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the Holders (or r cord holders) of the Bonds in the manner set forth in the orms of Bond and paragraph 14 of this resolution. 9 . Forms of Bond. The Bonds shall be in the form of Global Cer ificates unless and until Replacement Bonds are made availabl as provided in paragraph 6 . Each form of bond may contain s ch additional or different terms and provisions as to the fo of payment, record date, notices and other _ matters as ar� consistent with the Depository Letter Agreement and approved y the City Attorney. A. Global Certificates . The Global Certificates, togei:her with; the Certificate of Registration, the form of Assignment an the registration information thereon, shall be in substantia ly the following form and may be typewritten rather than p inted: I 7 i , .� ��r��i.��` , UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- $ GE� ERAL OBLIGATION COMO CONSERVATORY BOND, SERIES 1989C INTEREST MATURITY DATE OF RATE I DATE ORIGINAL ISSUE CUSIP ' March 1, 199 March 1, 1989 I REGISTERED OWN�R: PRINCIPAL AMOU�iT: DOLLARS I KNOW� ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ra�nsey County, Minnesota (the "Issuer" or "City" ) , certifies that� it is indebted and for value received promises to pay to the �registered owner specified above or on the certificate o regi.stration below, or registered assigns, without optio of prepayment, in the manner hereinafter set forth, the pr ncipal amount specified above, on the maturity date specifie above, and to pay interest thereon semiannually on March 1 an September 1 of each year (each, an "Interest Payment Date" , commencing September 1, 1989 , at the rate per annum specifi d above (calculated on the basis of a 360-day year of twelv� 30-day months ) until the principal sum is paid or has been pprovided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or,� if no interest has been paid, from the date of original iss�e hereof . The principal of and premium, if any, on this Bond �are payable by check or draft in next day funds or its equiv lent (or by wire transfer in immediately available fur�ds if payment in such form is necessary to meet the timing r�quirements below) upon presentation and surrender hereof at th� principal office of the Treasurer of the Issuer in Saint Pau , Minnesota (the "Bond Registrar" ) , acting as paying agentr or any successor paying agent duly appointed by the Issuer. ; Interest on this Bond will be paid on each Interest Pa�ent Date by check or draft in next day funds or its equivale t mailed (or by wire transfer in immediately available fulnds if payment in such form is necessary to meet � � � 8 II I , � � �'�-:�� , �� the timing re�uirements below) to the person in whose name this Bond is egistered (t}ie "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 rece�ived by the Holder no later than 12 :00 noon, Chicago, Illi�ois , time; and principal and premium payments shall be rece�ived by the Holder no later than 12 : 00 noon, Chicago, Illi ois, time, if the Bond is surrendered for payment enoug 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�d Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date" ) fixed by the Bond Registrar whenever money becomesl available for payment of the defaulted interest. Notice of thel Special Record Date shall be given to Bondholders r�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� payable iri lawful money of the United States of America. i Dat�e of Payment Not Business Day. If the date for payment of tle principal of, premium, if any, or interest on this Bond sha�ll be a Saturday, Sunday, legal holiday or a day on which banl�ing institutions in the City of Chicago, Illinois , orlthe 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 hich such banking institutions are authorized to close, and p yment 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 Bond is one of an is ue in the total principal amount of $5,000,000, all of like �iate of original issue and tenor, except as to number, matu ity, interest rate, and denomination, which Bond has been issi�ed pursuant to and in full conformity with the Constitution ' and laws of the State of Minnesota, including particularly; Laws of Minnesota for 1988, Chapter 686, and the Charter of t e 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 money to remodel I , I 9 � 7 . �� ' ; ; and refurbish ti �he Como Park conservatory in the City. This Bond is payablel out of the General Debt Service Fund of the Issuer. This �ond constitutes a general obligation of the Issuer, and to ,provide moneys for the prompt and full payment of its princip '1, premium, if any, and interest when the same become due, th� full faith and credit and taxing powers of the Issuer have be�n and are hereby irrevocably pledged. I Deno inations; Exchange; Resolution. The Bonds are issuable origi ally only as Global Certificates in the denomination o the entire principal amount of the issue maturing on a ingle date. Global Certificates are not exchangeable f�r fully registered bonds of smaller denominations �xcept in exchange for Replacement Bonds if then available. Re lacement Bonds, if made available as provided below, are iss�able solely as fully registered bonds in the denominations �of $5,000 and integral multiples thereof of a single maturit�y and are exchangeable for fully registered Bonds of other' authorized denominations in equal aggregate principal amo nts at the principal office of the Bond Registrar, bu only in the manner and subject to the limitations p ovided in the Resolution. Reference is hereby made to the R solution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the p�incipal office of the Bond Registrar. Rep�.acement Iionds . Replacement Bonds may be issued by the Issueriin the event that: (a) � the Depository shall resign or discontinue its services for the Bonds, and only if the Issuer is unable to locat a substitute depository within two (2 ) months followin� the resignation or determination of non- eligibil�ity, or i (b)i upon a determination by the Issuer in its sole discreti�on that ( 1) the continuation of the book-entry system c�escribed in the Resolution, which precludes the issuanc� of certificates (other than Global Certificates) to any older other than the Depository (or its nomineej , might a versely affect the interest of the beneficial owners f the Bonds, or ( 2 ) that it is in the best interes� of the beneficial owners of the Bonds that they be able , to obtain certificated bonds . Trinsfer. This Bond shall be registered in the name of the payee� on the books of the Issuer by presenting this Bond Lor reg�istration to the Bond Registrar, who will endorse � i � � 10 i i r' ' i ��I- /a , ; i his, her or it name and note the date of registration opposite the n me of the payee in the certificate of registration a tached hereto. Thereafter this Bond may be transferred b delivery with an assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and Bo d Registrar may treat the Holder as the person exclusively e titled to exercise all the rights and powers of an ow�ier unti this Bond is presented with such assignment for registration f transfer, accompanied by assurance of the nature provid d by law that the assignment . is genuine and effective, an� until such transfer is registered on said books and noted her�on by the Bond Registrar, all subject to the terms and con itions provided in the Resolution and to reasonable re ulations of the Issuer contained in any agreement wit , or notice to, the Bond Registrar. Transfer of this Bond may� at the direction and expense of the Issuer, be subject to ce tain other restrictions if required to qualify this Bond as �eing "in registered form" within the meaning of Section 149 (ai� of the federal Internal Revenue Code of 1986, as amended. Fee' u on Transfer or Loss . The Bond Registrar may require payme t of a sum sufficient to cover any tax or other governmental icharge payable in connection with the transfer or exchange of his Bond and any legal or unusual costs regarding transfers an lost Bonds . i 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 with respect to t e Record Date) and for all other purposes, whether or n t this Bond shall be overdue, and neither the Issuer nor t�ie Bond Registrar shall be affected by notice to the contrary� Au� hentication. 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 Issuer as "qualified tax-exempt o�bligations" for purposes of Section 265(b) ( 3) of the federal ,'Internal Revenue Code of 1986, as amended. i ' i � � 11 I i � C"/F�c�'"�'�� i I i IT IS� HEREBY CERTIFIED AND RECITED that al1 acts, conditions and hings required by the Constitution and laws of the State of Mi nesota and the Charter of the Issuer to be done, to happenI and to be performed, precedent to and in the issuance of thi�s Bond, have been done, have happened and have been performed,I� in regular and due form, time and manner as required by lawl, and this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and on the datey of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory or Charter limitat�ion of indebtedness . IN W�}TNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesc�ta, by its City Council has caused this Bond to be sealed withiits official seal and to be executed on its behalf by the �hotocopied facsimile signature of its Mayor, attested by th photocopied facsimile signature of its Clerk, and countersig�ed by the photocopied facsimile signature of its Director, epartment of Finance and Management Services . i I I , i i , i � - � . i I i I i � ; i � 12 i i i _ - � '�, - ,CI��_ �d� ' I i Date of Reg�.stration: Registrable by: � Payable at: I II BOND REGISTF�AR' S CITY OF SAINT PAUL, CERTIFICATE ��OF RAMSEY COUNTY, MINNESOTA AUTHENTICAT�,ON This Bond isj one of the Bonds descriibed in the Resolution m�entioned Mayor within. I � I' Attest: �I , City Clerk Bond Registr r I By Countersigned: Authorized � Signature I Director, Department of Finance and Management Services (sE�) I� I General Obli�ation Como Conservatory Bond, Series 1989C, No. R- � �II �;I . ! �� II II i ' 13 I � � _,��' �`9 CERTIFICATE OF REGISTRATION The transfer ofjownership of the principal amount of the attached Bond m�ay be made only by the registered owner or his, her or its lega�l representative last noted below. i DATE OF SIGNATURE OF REGISTRATION I REGISTERED OWNER BOND REGISTRAR � i i i il i � � i � i I � � i � i i I I i I i i' i , i : � i 14 I � _��z�' . � ��5 � 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 _ a�s tenants in common TEN ENT als tenants by the entireties JT TEN - asijoint tenants with right of survivorship an�i not as tenants in common UTMA - '� as custodian for (C�.st) (Minor) unde� the Uniform Transfers to Minors Act I� (State) A' ditional abbreviations ma also be used � y i though not in the above list. I � � i I � ', � I�� i i � �II � , il i 15 I ; �,..�y ,a� . ; i � ASSIGNMENT For v�alue received, the undersigned hereby sells , assigns and tra�nsfers unto the within Bond and does hereby irrevoc bly constitute and appoint attorney to tr nsfer the Bond on the books kept for the registration t�ereof, with full power of substitution in the premises . i Dated: � � � Noti�Ce: 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�anteed: Signature(s) lust be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of ttie major sto k exchanges . i Th� Bond Registrar will not effect transfer of this Bond unless t�he information concerning the transferee requested bel�ow is provided. Name and Add$ess : � � i il ' int owners � ( Include information for all �o � if the Bond is held by joint account. ) � i' i i i i � i I � i 16 � i . ��_,a� . III �I II 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 transferred�, or exchanged the Bond Registrar shall deliver a certificatelin the form of the Replacement Bond �rather than the Global �ertificate, but the Holder of a Global Certificate shall not o�herwise be required to exchange the Global Certif- icate for ome or more Replacement Bonds since the City recog- nizes that �ome bondholders may prefer the convenience of the Depository' � registered ownership of the Bonds even though the entire issu� is no longer required to be in global book-entry form. The R�eplacement Bonds, together with the Bond Registrar' slCertificate of Authentication, the form of Assignment a��nd the registration information thereon, shall be in substanti�ally the following form: II I i� ,I � � � � II � I III �� ,I � i ii � i� � � I � i � i i i i �� i i li I �I 17 I�I � i . � /��-�C�-/�� , ! UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY ; CITY OF SAINT PAUL i R- $ i GIENERAL OBLIGATION COMO CONSERVATORY � BOND, SERIES 1989C . INTEREST I MATURITY DATE OF RATE I DATE ORIGINAL ISSUE CUSIP ' March 1, 1989 � REGISTERED OW1�1ER: PRINCIPAL AMO�INT: DOLLARS KNO�J ALL PERSONS BY THESE PRESENTS that��the City of Saint Paul, R msey County, Minnesota (the Issuer or City ) , certifies tha� it is indebted and for value received promises to pay to thei 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 nnually on March 1 and September 1 of each year (each, an "I terest Payment Date" ) , commencing September 1, 1989 , at thelrate per annum specified above (calculated on the basis of a 3 0-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 t e date of original issue hereof . The principal of and premi m, 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 ar�y successor paying agent duly appointed by the Issuer. Int�'erest on this Bond will be paid on each Interest Payment Dat� by check or draft mailed to the person in whose name this Bc�nd is registered (the "Holder" or "Bondholder" ) on the registr�tion books of the Issuer maintained by the Bond Registrar ar�d at the address appearing thereon at the close of business on � the fifteenth calendar day preceding such Interest Payment Datf (the "Regular Record Date" ) . Any interest not so � ,' 18 ' � . ' ��q- ��' timely paid sh�ll cease to be payable to the person who is the Holder hereof �s of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a �late (the "Special Record Date" ) fixed by the Bond Registrar whenever money becomes available for payment of the defaulted �.nterest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Re�ord Date. The principal of and premium, if any, and inter�st on this Bond are payable in lawful money of the United Sta�es of America. REFE ENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND S T FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALL URPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE . ii IT IIS HEREBY CERTIFIED AND RECITED that all acts, conditions an things required by the Constitution and laws of the State of innesota and the Charter of the Issuer to be done, to happ n and to be performed, precedent to and in the issuance of tY�is Bond, have been done, have happened and have been performe , in regular and due form, time and manner as required by l�w, and this Bond, together with all other debts of the Issuerloutstanding on the date of original issue hereof and on the dat�e of its issuance and delivery to the original purchaser, do�s not exceed any constitutional or statutory or Charter limit�tion of indebtedness . IN �ITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minne ota, by its City Council has caused this Bond to be sealed witl� its official seal or a facsimile thereof and to be executed o� its behalf by the original or facsimile signature of �.ts Mayor, attested by the original or facsimile signature of ts Clerk, and countersigned by the original or facsimile sig ature of its Director, Department of Finance and Management Se vices . � I i � � � � � i , 19 I I � ��,- ��' . �.- I Date of Rel' istration: Registrable by: � Payable at: , , IIOND REGISTIRAR' S CITY OF SAINT PAUL, CERTIFICATE��, OF RAMSEY COUNTY, MINNESOTA AUTHENTICAT�ION This Bond ii� one of the Bonds descr�bed in the Resolution iinentioned Mayor within. Attest: , City Clerk Bond Registr,ar I � By �4 Countersigned: AuthorizedlSignature Director, Department of Finance �� and Management Services (SEAL) �'I I jl � ,I � I I il � �I i �i i 2� . C�,.--�y-i��` . � i I� ON REVERSE OF BOND Da 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 11 be a Saturday, Sunday, legal holiday or a day on which ban ing institutions in the City of Chicago, Illinois, orlthe 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 Which 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. No Redemption. 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 Bond is one of an is ue in the total principal amount of $5,000, 000, all of like ate 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 Constitution and laws of the State of Minnesota, including particularly; Laws of Minnesota for 1988, Chapter 686, and the Charter of t e 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 money to remodel and refurbis the Como Park conservatory in the City. This Bond is paya le out of the General Debt Service Fund of the Issuer. Thi Bond constitutes a general obligation of the Issuer, and o provide moneys for the prompt and full payment of its princ''pal, premium, if any, and interest when the same become due, he full faith and credit and taxing powers of the Issuer have een and are hereby irrevocably pledged. De ominations • Exchan e• Resolution. The Bonds are issuable sol�ely as fully registered bonds in the denominations of $5,000 an integral multiples thereof of a single maturity and are exc angeable for fully registered Bonds of other authorized enominations in equal aggregate principal amounts at the principal 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 description �of the rights and duties of the Bond Registrar. Copies of t e Resolution are on file in the principal office of the Bond�Registrar. I ' 21 ; � , I � /�� 1�' . i Tran �fer. This Bond is transferable by the Holder in person or b his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation ar�d surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonalple regulations of the Issuer contained in any agreement with or notice to, the Bond Registrar. Thereupon the Issuer sha,�l execute and the Bond Registrar shall authenticate a�d deliver, in exchange for this Bond, one or more new fullylregistered Bonds in the name of the transferee (but not regisltered in blank or to "bearer" or similar designation) , ;of an authorized denomination or denominations, in aggregate �rincipal amount equal to the principal amount of this Bond, of !the same maturity and bearing interest at the same rate. Wl�enever ownership of this Bond should be transferred u�der any other circumstances or be registered in nominee name �nly, the registered owner of the Bond shall, if and to the ex�ent required to qualify this Bond as being "in registered fo�rm" within the meaning of Section 149 (a) of the federal Inter�al Revenue Code of 1986 , as amended, and at the direction andlexpense of the Issuer, maintain for the Issuer a record of thej 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 t�his Bond and any legal or unusual costs regarding transfers an�l lost Bonds . Tr�atment of Re istered Owner. The Issuer and Bond Registrar ma treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as erein provided (except as otherwise provided on the reverse �side hereof with respect to the Record Date) and for all oth r purposes, whether or not this Bond shall be overdue, an neither the Issuer nor the Bond Registrar shall be affectedjby notice to the contrary. A thentication. This Bond shall not be valid or become obli atory for any purpose or be entitled to any security un ess the Certificate of Authentication hereon shall have been e�ecuted by the Bond Registrar. ot ualified Tax-Exem t Obli ations . The Bonds have not b en designated by the Issuer as "qualified tax-exempt ;obligations" for purposes of Section 265(b) ( 3) of the federa�. Internal Revenue Code of 1986, as amended. � I II 22 , �'i � ��-��' , ', I' ABBREVIATIONS i Thle 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 (Cu' t) (Minor) under'� the Uniform Transfers to Minors Act (State) Alditional abbreviations ma also be used � y though not in the above list. i II � . I I �I �� _ �, � I i I! ii I � � II � �I �� 23 ,� � . � �', �,r-��-�� i ASSIGNMENT For �value received, the undersigned hereby sells, assigns and t�ansfers unto the within Bond and does hereby irrevo ably constitute aiid appoint attorney to t�ansfer the Bond on the books kept for the registration t�hereof, with full power of substitution in the premises . � i Dated: '' Not 'I'ce: The assi.gnor' 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�anteed: I Signature(s) �st be guaranteed by a national bank or trust company or by brokerage firm having a membership in one of the major stocpC exchanges . The ond Registrar will not effect transfer of this Bond unless th information concerning the transferee requested belo is provided. I Name and Addre�ss : I ( Include information for all joint owners if the Bond is held by joint account. ) I II �i i ,I � ; 24 I ,' I J/r ��-�a�� (/�` ,II 10 . Execution. The Bonds shall be executed on behalf of the �City by the signatures of its Mayor, Clerk and Director, Dep rtment of Finance and Management Services, each with the effe t noted on the forms of the Bonds, and be sealed with the seal of the City; provided, however, that the seal of the City may k�e a printed or photocopied facsimile; and provided furt er that any of such signatures may be printed or photocopied fa�csimiles and the corporate seal may be omitted on the Bonds s permitted by law. In the event of disability or resignatio or other absence of any such officer, the Bonds may be signed by the manual or facsimile signature of that officer who m y act on behalf of such absent or disabled officer. In q'ase any such officer whose signature or facsimile of v�hose signature shall appear on the Bonds shall cease to be su�ch officer before the delivery of the Bonds, such signatur or facsimile shall nevertheless be valid and sufficient for� all purposes, the same as if he or she had remained in ofjfice until delivery. ll . 11, Authentication; Date of Reqistration. No Bond shall be valic�l or obligatory for any purpose or be entitled to any security olr 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 authoriz d representative of the Boiid Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenti- cate the signa�tures of officers of the City on each Bond by execution of t e Certificate of Authentication on the Bond and by inserting a the date of registration in the space provided the date on which the Bond is authenticated. For purposes of delivering the original Global Certificates to the Purchaser, the Bond Regis rar shall insert as the date of registration the date of or'gina.l issue, which date is March 1, 1989 . The Certificate of Authentication so executed on each Bond shall be conclusive vidence that it has been authenticated and delivered unde this resolution. 12 . Registration; Transfer; Exchanqe. The City will cause to e kept at the principal office of the Bond Registrar a bo�d register in which, subject to such reasonable regulations aslthe Bond Registrar may prescribe, the Bond Registrar shal provide for the registration of Bonds and the registration o transfers of Bonds entitled to be registered or transferred as herein provided. A G1 bal Certificate shall be registered in the name of the payee o the books of the Bond Registrar by presenting � �I j 25 � � I' �,��-�� I il the Global Ce�tificate for registration to the Bond Registrar, who will endo se his or her name and note the date of regi- stration opposite the name of the payee in the certificate of registration on the Global Certificate. Thereafter a Global Certificate ma�y be transferred by delivery with an assignment duly executed Iby the Holder or his, her or its legal repre- sentative, and the City and Bond Registrar may treat the Holder as the �erson exclusively entitled to exercise all the rights and pow�ers of an owner until a Global Certificate is presented withlsuch 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 re�r istered on said books and noted thereon by the Bond Registrar;l, all subject to the terms and conditions provided in th Resolution and to reasonable regulations of the City conta�ned in any agreement with, or notice to, the Bond Registrar�. Tran fer of a Global Certificate may, at the direction and �xpense of the City, be subject to other restrictions i� required to qualify the Global Certificates as being "in regi tered form" within the meaning of Section 149(a) of the �ederal Internal Revenue Code of 1986, as amended. Upon surrender for transfer of any Replacement Bond at the princip ' 1 office of the Bond Registrar, the City shall execute ( if ne essary) , and the Bond Registrar shall authenticate, nsert the date of registration (as provided in paragraph 11) f, and deliver, in the name of the designated transferee or ransferees, one or more new Replacement Bonds of any authori�ed denomination or denominations of a like aggregate prin ipal amount, having the same stated maturity and interest r�te, as requested by the transferor; provided, however, that o bond may be registered in blank or in the name of "beare�" or similar designation. Whenever ownership of any Replace ent Bonds should be transferred without surrender of t}�e Replacement Bond for transfer or should be registered in rlominee name only, the registered owner of the Replacement Bo�d shall, if and to the extent required to preserve the e clusion from gross income of the interest on the Bonds and t the direction and expense of the City, maintain for tl�e City a record of the actual owner of the Replacement Bo�d. At t e option of the Holder of a Replacement Bond, Replacement Bor�ds may be exchanged for Replacement Bonds of any authorizedldenomination or denominations of a like � II � �I 26 I - I �,�'��- /T 6� , i aggregate pril�cipal amount and stated maturity, upon surrender of the Replac�ment Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are so surren�iered 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 Hol er making the exchange is entitled to receive. Global Certif�cates may not be exchanged for Global Certificates c�f smaller denominations . Al1 Bonds surrendered upon any exchange or transfer provided for �n this resolution shall be promptly cancelled by the Bond Regi�trar and thereafter disposed of as directed by the City. Al1lBonds delivered in exchange for or upon transfer of Bonds shal� be valid general obligations of the City evidencing th same debt, and entitled to the same benefits under this re olution, as the Bonds surrendered for such exchange or t�ansfer. Eve�y Bond presented or surrendered for transfer or exchange shall� be duly endorsed or be accompanied by a written instrument of 'Itransfer, in form satisfactory to the Bond Registrar, du�y executed by the holder thereof or his, her or its attorney uly authorized in writing. The Bond Registrar may require payment of a sum suff.icient to 'cover any tax or other governmental charge payable in co nection with the transfer or exchange of any Bond and any 1 gal or unusual costs regarding transfers and lost Bonds . Tranl�sfers shall also be subject to reasonable regulations oflthe City contained in any agreement with, or notice to, the Bond Registrar, including regulations which permit the Bon Registrar to close its transfer books between record dates a d payment dates . 13 . Rights Upon Transfer or Exchange. Each Bond delivered upon� transfer of or in exchange for or in lieu of any other Bond� shall carry all the rights to interest accrued and unpaid, anti to accrue, which were carried by such other Bond. I 14 . Interest Payment; Record Date. Interest on any Global Certifi�ate shall be paid as provided in the first paragraph ther�of, and interest on any Replacement Bond shall �, , I� 27 � � ! .��.�-`�>- i��" . i � be paid on eachjInterest Payment Date by check or draft mailed to the person i�h whose name the Bond is registered (the "Holder" ) on th� registration books of the City maintained by the Bond Regist�Car, and in each case at the address appearing thereon at the �lose of business on the fifteenth ( 15th) calendar day pr�ceding such Interest Payment Date (the "Regular RecordlDate" ) . Any such interest not so timely paid shall cease to �'be payable to the person who is the Holder thereof as of t�he Regular Record Date, and shall be payable to the person whoiis the Holder thereof at the close of business on a date (the � "Special Record Date" ) fixed by the Bond Registrar when ver money becomes available for payment of the defaulted inte�est. Notice of the Special Record Date shall be given by th� Bond Registrar to the Holders not less than ten ( 10) days �rior to the Special Record Date. 15 . ! Holders; Treatment of Reqistered Owner; Consent of Holders . ; (A) For ithe purposes of all actions, consents and other matters affecting Holders of the Bonds, other than payments, redemptions, nd purchases, the City may (but shall not be obligated to) treat as the Holder of a Bond the beneficial owner of t}ie ond instead of the person in whose name the Bond is registered� For that purpose, the City may ascertain the identity of tY�e beneficial owner of the Bond by such means as the Bond Regi�trar �in its sole discretion deems appropriate, including but � not limited to a certificate from the person in whose name th� Bond is registered identifying such beneficial owner. � (B) ThejCity and Bond Registrar may treat the person in whose name an Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if ny, and interest (subject to the payment provisions ir� paragraph 14 above) on, such Bond and for all other purpose�s 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) Anl consent, request, direction, approval, objection or other ins�rument to be signed and executed by the Holders may be in an 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 � i � I � � 28 II ` � ��I�� , � � ; 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 be sufficien for any of the purposes of this Resolution, and shall be con lusive in favor of the City with regard to any action takeniby it under such request or other instrument, namely: ( 1� The fact and date of the execution by any person d�f any such writing may be proved by the certifi�ate of any officer in any jurisdiction who by law has pow r to take acknowledgments within such jurisdi�tion that the person signing such writing acknowl�dged before him the execution thereof, or by an affidav'it of any witness to such execution. ( 2i) Subject to the provisions of subparagraph (A) above, !the fact of the ownership by any person of Bonds and th� amounts and numbers of such Bonds, and the date of thejholding of the same, may be proved by reference to the borid register. 1� . Deliverv; A plication of Proceeds . The Global CertificateS when so prepared and executed shall be delivered by the Dire tor, Department of Finance and Management Services, t the Purchaser upon receipt of the purchase price, and the Pur haser shall not be obliged to see to the proper application ; thereof . 1'� . Fund and Account. There is hereby created a special accpunt to be designated the "Como Conservatory Bonds of 1989 Accpunt" (the "Account" ) to be administered and maintained �y the City Treasurer as a bookkeeping account separate an apart from, all other accounts maintained in the official filnancial records of the City. There has been heretofore jcreated and established the General Debt Service Fund (numbel�ed 960, herein the "Fund" ) . The Fund and the Account shajll each be maintained in the manner herein specified u�ntil all of the Bonds and the interest thereon have been fullyipaid. i � ( i) Account. To the Account there shall be dredited the proceeds of the sale of the Bonds, less �ccrued interest received thereon, and less any mount paid for the Bonds in excess of $4,940,000 . �'rom the Account there shall be paid all costs and �xpenses of making the Improvements, including the ost of any construction contracts heretofore let � � - , 29 � i � ' �-�.�-��' ; � � i ; 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 forino other purpose except as otherwise provided by law;; provided that the proceeds of the Bonds may als� be used to the extent necessary to pay interest on he Bonds due prior to the anticipated date of com�encement of the collection of taxes herein cov�nanted to be levied; and provided further that if �pon completion of the Improvements there shall rem�in any unexpended balance in the Account, L-he bal�nce may be transferred by the Council to the fun of any other improvement authorized by law or to �he Fund. All earnings on the Account shall be tra�sferred to the Fund. � ( ii) Fund. There is hereby pledged and there sh�ll be credited to the Fund, to a special sinking fur�d account which is hereby created and established th rein for the payment of the Bonds : (a) all ac rued interest received upon delivery of the Bo ds; (b) all funds paid for the Bonds in excess of $4 940, 000; (c) any collections of all taxes which ar herein levied for the payment of the Bonds and in erest thereon as provided in paragraph 18; (d) al funds remaining in the Account after completion of the Improvements and payment of the costs , th reof, not so transferred to the account of anbther improvement; (e) all amounts appropriated by t e State of Minnesota for the payment of the Bonds; ar�d ( f) all investment earnings on moneys held in sajid special account in the Fund or on moneys held ir� the Account. Said slecial account created in the Fund shall be used solely to p�y the principal and interest and any premiums for redemption pf the Bonds and any other bonds of the City heretofore �r hereafter issued by the City and made payable from said s ecial account in the Fund as provided by law, or to pay any �ebate due to the United States . No portion of the proceeds of; the Bonds (and any other obligations treated as one issue wlith the Bonds) shall be used directly or indirectly to acquire �higher yielding investments or to replace funds which were �used directly or indirectly to acquire higher yielding ir�vestments, except ( 1) for a reasonable temporary period unt ' 1 such proceeds are needed for the purpose for which the onds (and such other obligations) were issued, and ( 2 ) in add tion to the above in an amount not greater than � � 30 � � I ; i y� f�� $100, 000 . To this effect, any proceeds of the Bonds (and such other obligatio�ns ) and any sums from time to time held in the Account or said� special account in the Fund (or any other City account which w�ill be used to pay principal or interest to become due on t;he bonds payable therefrom) in excess of amounts which �nder then-applicable federal arbitrage regulations ma� be invested without regard as to yield shall not be investe at a yield in excess of the applicable yield restrictions i posed by said arbitrage regulations on such investments af er taking into account any applicable "temporary per�ods" or "minor portion" made available under the federal arl�itrage regulations . In addition, the proceeds of the Bonds a d money in the Account or the Fund shall not be invested in ob igations or deposits issued by, guaranteed by or insured by he United States or any agency or instrumen- tality thereof � if and to the extent that such investment would cause the Bond' to be "federally guaranteed" within the meaning of Sec ion 149 (b) of the federal Internal Revenue Code of 1986 , as am nded (the "Code" ) . 18 . � Tax Levy; Coveraqe Test . To provide moneys for payment of the principal and interest on the Bonds there is hereby levied pon all of the taxable property in the City a direct annual d valorem tax which shall be spread upon the tax rolls and ,�ollected with and as part of other general property taxesl in the City for the years and in the amounts as follows : � Year of Z�ax Year of Tax Levy � Collection Amount 1988* � 1989* $ -0- * 1989 ! 1990 773, 877 1990 '� 1991 734 ,620 1991 � 1992 705,614 1gg2 � 1993 702,634 1993 1994 723, 949 1994 1995 715,287 1995 1996 704, 603 1996 1997 718, 122 1997 1998 701,532 *made unneces ary by State of Minnesota appropriation The tax levies are such that if collected in full they, togethe with estimated collections of any other revenues herein pledged for the payment of the Bonds, will produce at le st five percent ( 5�) in excess of the amount � - i , 31 �� , ' (�i- �y :ia�' � � , needed to '�meet when due the principal and interest payments on the Bonds .' The tax levies shall be irrepealable so long as any of th� Bonds are outstanding and unpaid, provided that the City rese ves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 47 . 61, Subdivision 3 . {�9 . General Obliqation Pledqe. For the prompt and full payme�t of the principal and interest on the Bonds, as the same r�spectively become due, the full . faith, credit and ' taxing pow rs of the City shall be and are hereby irrevocably pledged. �f the balance in the Fund (as defined in paragraph 17 hereof) is ever insufficient to pay all principal and interest t en due on the Bonds payable therefrom, the deficiencyl,shall be promptly paid out of any other funds of the City whiich 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. 21 . 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 Audii�or of Ramsey County, Minnesota, together with such other infor ation as the County Auditor shall require, and to obtain the C unty Auditor' s certificate that the Bonds have been entered in the County Auditor ' s Bond Register, and that the tax levyjrequired by law has been made. �, 21' Records and Certificates . The officers of the City are her by authorized and directed to prepare and furnish to the Purch ser, and to the attorneys approving the legality of the issua ce of the Bonds, certified copies of all proceedings nd records of the City relating to the Bonds and to the finan ial` condition and affairs of the City, and such other affida its, certificates and information as are required to show the f cts relating to the legality and marketability of the Bonds s the same appear from the books and records under their e stody and control or as otherwise known to them, and all such ertified copies,. certificates and affidavits, including any heretofore furnished, shall be deemed represen- tations of th� City as to the facts recited therein. 22 . �' Negative Covenant as to Use of Proceeds and Improvements . The City hereby covenants not to use the proceeds of t e Bonds or to use the Improvements, or to cause or permit the or any of them to be used, or to enter into any deferred payme t arrangements for the cost of the Improve- � ,I 32 � L I �� ('/ � ' ' ��-� � � � . _ - �, . ments, in s��uch a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150iof the Code. � 2� . Tax-Exempt Status of the Bonds; Rebate. The City shall �omply with requirements necessary under the Code to establis and maintain the exclusion from gross income under Secti n 103 of the Code of the interest on the Bonds, including w�thout limitation requirements relating to temporary p�riods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate �f excess investment earnings to the United States . i 2� . No Designation of Qualified Tax-Exempt Obligations . The Bonds exceed in amount those which may be qualified a "qualified tax-exempt obligations" within the meaning of �ection 265(b) (3) of the Code, and hence are not designated or such purpose. i 25j. Depository Letter Agreement. The Depository Letter Agree�nent is hereby approved, and shall be executed on behalf of th'�e City by the Mayor, Treasurer and Director, De- partment of inance and Management Services, in substantially the form app oved, with such changes, modifications, additions and deletion as shall be necessary and appropriate and approved by he City Attorney. Execution by such officers of the Deposito�y Letter Agreement shall be conclusive evidence as to the ne essity and propriety of changes and their appro- val by the C ty Attorney. So long as Midwest Securities Trust Company is t e Depository or it or its nominee is the Holder of any Globa Certificate, the City shall comply with the provisions o the Depository Letter Agreement, as it may be amended or s pplemented by the City from time to time with the agreement or �consent of Midwest Securities Trust Company. � i �I i I II i � '. ,II � � � ; 33 ,I " . . . � �.i � � .. � � �^ . ,. . . ' . _ ,• . � � � WNITE - CITY CLERK ". � ,� � .�,.� ..�. - �. � , . : ��. ... :.,i � . . PINK - FINANCE G I TY OF SA I NT PAU�L Ceuncil�� (/J�°- �� ,,r CANARV - OEPARTMENT y � BLUE - MAVOR File NO. r3 � �'�r� Coun�il Resolution Presented By 'Referred To Committee: Date Out of Committee By Date 26. 8�e�rerabilit . Z� a�r ssetfoa, paragraph ',�_ az pro�isfo� o t�s� r�so atic�a ��all b� �lA to be is�alil� : or euNm�orv�ab s for aaY r�asc�, t�e ia�ralidity Qr oa�nlorcr `s abilitp of s ��ectioa, p�tragra� �r p�rovisian s�ali aot � attact sny af e r�aiainq pro�fsfvss of tb�is rs�olotica. � , ZT. S�adi . 3�adi�gs ia th.is rea►air�tis� arrr rr inalad�rd for v�ea s�s o� rsfar�nc�e oalp ind �tzz�s ae�t _,, a p�uet l�real�� an� sbal2 �t iiaft ar ��in� th� s�ani�g oi� a�aY Pra�risi n h+�reoi. �y� t { j'+� �� :. I _ .r. _� � >r'��• E :�`Y � . .. . . .�y' . .. . .• � •. . COUNCIL MEMBERS Requested by Department of: Yeas Nays Dimond � �j �� Lo� In Favor Goswitz ;} , . Rettman :`t scbet� Against BY � f� �, � � , �ti Sonnen Wilson ��; � �t ��9 Form Approved by City Attorney Adopted by Council: te �, ' f' j f Certified Passed by Council ecretary BY _ - t'' � '� ' �'�/ B z �r� �`` Y � A►pproved by Mavor: Date Apprqved by Mayor for Submission to Council � '{ r By �7 � _ __ __ __ 1 � ; �� f� r� � GITY OF SAINT PAUL suri�ns�� _ .. : ._._._._... _ .. _.._..____ a�tt �1, � OFFICE OF TAE CITY COIINCIL C��-/� . . � Committee Report � Finance. Manaqement. & Personnel Committee January 30, 1989 l . Approvai of m�nutes of January 23 meeting. Approved �� U� 2. Resolution 89r126 - approving sale ol f CIB Bonds Series Approved as-�nen�ed 1989A (�11 ,75�,000} . (Refe�-red from Council J nuary 26) � � �� . 3. Resolution 89��-1L7 - epproving sai�f Street lmprovemenL Approved as �me�ad�d Special Asse�smen't Bonds Series 1989B ($2,0OO,OdQ) . (Re`erred frdm Council January 26? �/� U °�' , 4. Resolution 8 -128 - approving sal�f, C�cxno Conservatory Approved as �d Bonds Series 1989C ($5.000,000? . (Referred from Cauncil anuary 26) . ' �� 5. Reso{ution 8�-129 - approving sale of WarnerJSnepard Approved as�d Rdad Bonds S�eriES 1989D ($5,500,000) . (Referred from Counc S I Janu�ry Z6) ��.Y,�+� �� ; � �� /� 6. Re,o i ut i on �'9-130 - approv i ng sa i of Refund i ng Bonds Approved��as-�ter�d�d Series 1989E� ($2,275,OOC) . (Referred from Council � ,.Ianuary 26) ; 7. Resolution �9-131 - appravin� tax levy fa�- �11 ,750,000 No action required CIB Bonds. ; (Referred from Council January 26} 8. Resolution �9-132 - approving tax levy for $2,000,000 No action required 5treet Imprbvement Special Assessment 8�nds. (Referred from Counciil January 26) 9. Resoiutioni89-13 - approving""��°�evy �or $S,QQfT,000 No action required Como Consenvatory Bon s. e January 26� CITY HALL SEVENTH FLOOR SAINT PAUL, MINNESOTA 55102 l�p46 4 � I � •^ I 585T ; March , 1989 Midwest Securities Trust Company One Financ 'al Place 440 South aSalle Street Chicago, I 60605 �E: City of Saint Paul, Minnesota -- $11, 750,000 General Obligation Capital ' � Improvement Bonds, Series 1989A � $2,000,000 General Obligation Street Improve- � ment Special Assessment Bonds, Series 1989B � ' $5,000,000 General Obligation Como Conservatory Bonds, Series 1989C � $5,500,000 General Obligation Warner/Shepard Road Bonds, Series 1989D � i $2,275,000 General Obligation Capital � Improvement RefundinQ Bonds, Series 1989E - Gentlemen: ,' he purpose of this letter is to set out certain matters re ating to the safekeeping and "Global" Book-entry of $26,525,00 in aggreqate principal amount of 1989 general obligation� bonds referenced above (the "Bonds" ) issued by the City of Sa�int Paul, Minnesota (the "Issuer" ) . Each series of the Bonds �is being issu�d in accordance with its own resolu- tion (as ppropriate to an issue, the "Resolution" ) of the Issuer ad pted on February _, 1989, under which the Treasurer of the Ci y of Saint Paul, Minnesota, is acting as bond registrarl(the "Bond Registrar" ) , and is being sold pursuant , i I j , i , � to bids acceptejd February 14, 1989, from Harris Trust and Savings Bank, c�f Chicago, Illinois, and First Bank National Association ofiMinneapolis, Minnesota, and (collectively, the "Purchasers" ) , pursuant to which the P rchasers have agreed to purchase, and the Issuer has agr�ed to issue, the Bonds . In o der to induce the Issuer and Bond Registrar to cause the Purc asers to deposit the Bonds with Midwest Securities Tru t Company ( "MSTC" ) and in order to induce MSTC to accept the onds as eligible for deposit at MSTC and to hold such Bond for the term thereof for the benefit of those brokers, deale s, banks and other financial institutions which are members of MSTC (the "Participants" ) , the Issuer, Bond Registrar and STC agree as follows: 1 . esi nation b MSTC. MSTC agrees to designate the Bonds as eligible securities under its Bylaws and Rules, and agrees to abide by such Bylaws and Rules, as well as the Procedures ad pted by MSTC pursuant thereto, at all times in connection wi h the performance of its obligations in connec- tion with the safekeeping and book-entry of the Bonds . MSTC • agrees to use its best efforts to notify the Issuer of any proposed chan es in such Rules, Bylaws or Procedures which would affect he Bonds or their transfer. 2 . !Deposit. At the closings of the initial issuance of t e Bonds scheduled for March _, 1989, and March _, 198 , the Issuer will cause the Purchasers to deposit with STC one Bond certificate for each maturity of each series r�gistered in the name of Kray & Co. , an Illinois general partn rship which is the nominee of MSTC, having an aggregate fac� value of $26,525,000 and representing 100� of the principal amount of such Bonds, and such Bond certificates shall remain 'n the custody of MSTC or its agent. 3 . ! Notice of Redemption of All Bonds . In the event of a redemptipn, or other early withdrawal, resulting in re- tirement of 11 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�ty (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 all Bonds of a series outstanding, the Issuer or Bo d Registrar shall give MSTC and the other ; I 2 � u 't es de ositories notice of such event, registered ec ri i p including s cond notices of advance refundings, not less than thirty (30) nor more than sixty (60) days prior to the redemption c�ate. MSTC, the Issuer and the Bond Registrar shall coope�ate in determining the method of allocating the reduction a�ong beneficial owners. 5 � Information in Redemption Notices . All redemption otices: to MSTC and other registered securities depositorie� should contain the following: (a) CUSIP num- ber(s) ; (b) � certificate numbers and called amounts of each certificate� for partial calls; (c) publication date; (d) redemption ate; (e) redemption price; ( f) redemption agent name and ad ress; (g) nominal date of original issue; (h) interes rate; (i) maturity date; and ( j ) any other descriptivelinformation that accurately identifies the called Bonds . 61• Timing and Addresses for Redemption Notices. All redemp �ion notices (and, as to MSTC and Kray & Co. , other notices) t MSTC or Kray & Co. and the other registered secu- rities dep sitories shall be forwarded by hand delivery (with • receipt) o ' Express or Courier S,ervice or certified or regis- tered Unit d States mail at least two (2) days prior to the publicatio date (if published) to: ' (i) Midwest Securities Trust Company , Capital Structures - Call Notification j 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 i FAX - (516) 227-4039 or 4190 ; ( iii)Pacific Securities Depository Trust Compan� ; Pacific and Company � P.O. Box 7041 San Francisco, California 94120 iFAX - (415) 393-4128 i � I 3 � i . i � I (iv) Philadelphia Depository Trust Company Reorganization Division I 1900 Market Street Philadelphia, Pennsylvania 19103 Attention: Bond Department DEX - (215) 496-5058 The Issuer or! Bond Registrar shall also send such redemption notices to o� or more information services of national recognition hat disseminate redemption information, such as J.J. Kenny o�j Financial Card Services. 7 . ' Interest Payments . Interest payments shall contain the onds ' CUSIP numbers and be forwarded to MSTC or its nominee ray & Co. (c/o P.O. Box 96625, Chicago IL 60693) , or its regist$ered assigns, in next day funds or its equivalent on each inte est payment date no later than 12 :00 noon (Chicago, I1 inois, time) . At the option of the Issuer, such interest pa ents may be made by wire transfer to: Continental llinois 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 aqrees 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 timei. i 8. 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 cerltificates to the Bond Reqistrar. Payments of principal or premium shall contain each Bond' s CUSIP number and be wiredlor otherwise forwarded to MSTC or its nominee Kray & Co. , r its registered assigns, in next day funds or its equival nt, on each payment date no later than 12 :00 noon (Chicago, I linois, time) . In the event that a payment reflects fur�ds paid on more than one CUSIP number, the payment shall conta �n a reference to each CUSIP number represented by that paymen�. Principal payments shall be made payable to the order of Kra�y & Co. and be sent to: � MIDWEST SECURITIES TRUST COMPANY j ONE FINANCIAL PLACE � 440 SOUTH LASALLE STREET , CHICAGO, ILLINO.IS 60605 j ATTN: REORGANI$ATION DEPARTMENT , I . , � 4 . • I I , I At the optio 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, ABA'INo. 071002299 . If Bond certificates are authenticated and delivered by the Issue or Bond Registrar other than to MSTC or its nominee Krayl & Co. , pursuant to the Resolution, any payment of principal or ' interest due MSTC or Kray & Co. shall be made to MSTC or its �ominee Rray & Co. on the payment date and in immediately �vailable funds if such other certificate holders are entitledlto receive payment of principal or interest in such funds . ' 9 . 1i ChanQe of Payment Address; Notice of Nonpayment. MSTC may req�est payment of interest or principal or premium to be made t� another address or in another manner than as described in !paragraphs 7 and 8 hereof, and the Bond Registrar and Issuer s all cooperate with respect to such changes to the extent permi ted under the Resolution. If the Bond Registrar or Issuer sh 11 be unable to make any interest or principal ' amounts by t e payment date, the Bond Reqistrar or Issuer shall so adv' se MSTC by telex (Number 254236) no later than 4 :00 p.m. (C icaqo, Illinois, time) on the day prior to the payment date. Such single notice shall be addressed to the following th ee officers: (i) Senior Vice President of Operations, ( ii) Manager of Bond Interest Department and (iii) Manager of Re�organization Department. 10 . Addresses. MSTC may direct the Issuer or Bond Registrar toluse any other address or department of MSTC as the address qr department to which notices may be sent. 11. New Certificates or •Notation Upon Partial Redemption. In the event a redemption or any other early withdrawal n cessitating a reduction in the aggregate princi- pal amount of� Bonds outstanding, MSTC, in its discretion, (a) may request the Issuer or Bond Registrar to issue and authen- ticate new Bojnd certificates, or (b) shall make an appropriate notation on t�he Bond certificates indicating the date and amounts of su�Ch reduction in principal, and may present the Bond certificates to the Bond Registrar for execution of such notation. 12 . Another Depositorv or Replacement Bonds . The Resolution prOVides that in the event the Issuer determines that (a) MSTC'� is incapable of discharginq responsibilities �� i j 5 i I � � �, ; described here�.n and in the Resolution, or (b) it is in the best interest Qf the beneficial owners of the Bonds that they be able to obt�in certificated Bonds, as more fully set forth in paragraph 6 ; of each Resolution, the Issuer or Bond Registrar may �otify MSTC that it will arrange for another securities dep sitory to maintain custody of the certificates fot the Bonds pr issue Bond certificates to each Bondholder, as appropriatei. In the event that MSTC is no longer to serve as securitiesjdepository for the Bonds, MSTC, the Issuer and the Bond Regis�trar will cooperate with one another and others in taking app�opriate action (i) to make available one or more separate cert' ficates evidencing the Bonds to MSTC ' s Partici- pants having �onds credited to their MSTC accounts or ( ii) to arrange for ar�other securities depository to maintain custody of one or mor� certificates evidencing the Bonds . 13 . ! MSTC Records of Ownership; Lists . MSTC shall maintain a re�ord of ownership that identifies its Partici- pants who are� owners of an interest in the Bonds and shall, upon request bf the Issuer or Bond Registrar, furnish the Issuer or Bo�ld Registrar lists of the principal amount of Bonds held fdr the account of such Participants and the names ' and addresse of such Participar�ts to permit the Issuer or Bond Registr�r to ascertain the names and addresses of the beneficial ov�ners of the Bonds and, if deemed appropriate, to send notices � to such beneficial owners . The Issuer agrees to pay all reas�nable fees to MSTC for the provision of such lists . This; section is intended to enable the Issuer and eond Registrar to identify and communicate directly with beneficial owners of th� Bonds and is not an implication that MSTC or Kray & Co. wbuld not forward notices in its ordinary course. 14;I. Lists; Siqnatures; Etc. The Issuer hereby authorizes I�STC to provide the Bond Registrar with lists of the princip�l amount of Bonds held for the account of its Participant and also authorizes the Bond Registrar to pro- vide MSTC w�th such signatures, siqnature specimens and autho- rizations t� act as may be deemed necessary by MSTC to permit MSTC to dis harge its obliqations to its Participants and proper regu atory authorities . This authorization, unless revoked by he Issuer, shall continue for the term of the Bonds, unti� and unless the above-named Bond Registrar shall no longer b�e acting under the Resolution. In such event, the Issuer shalll provide. MSTC with similar evidence of the authorizati�on of any successor Bond Registrar to so act. ]�5 . Bond Reqis�rar and Issuer Not Responsible. Neither th� Bond Registrar nor the Issuer, as issuer of the 6 Bonds, will be responsible or liable for maintaining, super- vising or r viewing the records maintained by MSTC, its Par- ticipants o persons acting through such Participants; and the Issuer and ond Registrar will have no responsibility or obligation �o the Participants or beneficial owners with respect to Ithe Bonds so long as MSTC or a nominee of MSTC is the regist�red owner of the Bonds . 16 . Votin . In the event that a vote of Bond- holders is to occur, Bonds registered in the name of MSTC or its nomine� may be voted in fractions representing portions of such Bondsjin the principal amount of $5,000, or any integral multiple t�ereof. I�7 . Bonds in Reqistered Form. The Issuer intends that the B�nds will at all times be obligations "in registered form" with�n the meaning of Section 149(a) of the Internal Revenue Code of 1986 . Consistent with the intent and notwith- standing t�e provisions in the previous paragraphs of this Letter Agr ement, MSTC shall, pursuant to reasonable instruc- tions of t e Issuer and to the extent permitted by MSTC ' s Rules, Byl ws and Procedures, and at the expense of the • Issuer, ta e such actions and assume such responsibilities not otherwise �ontemplated by this I;etter Agreement as required to assure tha� the Bonds be obligations "in reqistered form" within the 'Imeaning of said Section 149(a) . I � �� I . ' � ; I � � _ � 7 I I I . � Very truly yours, TREASURER OF THE CITY OF SAINT PAUL, MINNESOTA (BOND REGISTRAR) I BY ; • Gary Norstrem, Treasurer � CITY OF SAINT PAUL, i � MINNESOTA ( ISSUER) I By � Mayor And By i Director Department of iManagement and Finance Services i APPROVED AS TO FORM: i ' . By ; Assistant City Attorney ACCEPTED B�: Midwest Se�urities Trust Company By: i Date: � � i I �. i Letter Ag�eement relating to certain general obligation bonds issued in �1989 . I I ; 8 •.--------- ----- _ - ___ WHITE - CITV CLERK PINK - FINANCE 5�5T COURCII CANARV - DEPARTMENT G I TY OF SA I NT PAU L BLUE - MAVOR File NO. ' � Council Resolution !� Presented B � l efe ed To --� Committee: Date � ��P � Out of mmittee By D e ROVIDIN FOR THE ACCEPTANCE OF BID ON S E OF $ 000,00 GENERAL OBLIGATION COMO CONSE ATORY BONDS, SERIES 1989C, AUTHO ZIN THEM AND PROVIDING FOR THEI ISSIIANCE WHEREA , bids for the sale of $5, 000 , 000 General Obligation Como servatory Bonds, Serie 1989C (the "Bonds" ) , of the City of S i t Paul, P•4innesota (t "City" ) , are to be received o F ruary 13, 1989, an considered on February 14 , 1989, in accordance with esolution No. 89- adopted by this ounci on January 17 1989 (the "Resolution Calling the Sale" ) , and approved by e Mayor on January _, I989 ; and WHEREAS, the City Charte requires that the Bonds be authorized by vote of fou mem�iers of this Council; and WHERE .S, it is possil� e that four members of this Council will not be pres�nt n February 14 , 1989 ; � and i WHERE S, to best ,�accomplis the sale of the Bonds on February 14 , 1989, and ,still autho ize the Bonds by the votes of fo r members�of this Coun il, it is desirable that this resol tion be "dopted in adva ce of the sale of the Bonds an that t e acceptance of e best bid be delegated to an author ' zed officer of the ity, as permitted by Minnesota St tutes Section 475 . 60, Sub 'vision 3 ; and COUNCIL MEMBERS Requested by Department of: Yeas Nays nimond Finance and Management Services �� In Favor � Gosw;tz Rettman B Scheibel A gai n s t Y Sonnen Wilson Form Approved by City torn Adopted by Council: Date Certified Passed by Council Secretary By / By A►pproved by Mavor: Date Approved by May for Su is to Council By I ..v_. ..T:.,. .. .. _ ., ' , .. y....qr� . . . . . � . a-.m'r.:ifi(Y. J . WH17Q .-- CITY GIERK �.. '�' � �� .,,J � � - �. -- . pINK'�- - FINANCE �a3T G I TY OF SA I NT PALT�L� Counci! �y! � � CANICRY - OEPARTMENT /'[/ .� BLUE - MAYOR � Flle " NO. �` � �� :�� - Council Resolution '� _� r - Presented By ♦c ��,x �'Refe ed To ` -�`' ' " � Committee: Date � "� �` ''� ' Out of mmittee By D e � '!/! 3R�1"" '!�_ � DI1� 0� t� �--- - � O�er �L t�iil'+ii��'I+O� C� �t�lt• � 1l��C� S!�'� �l�TtOl�i � IB�i�.'i , bid� tos t� �a►i� of ig f#0ti,d1f4 �al t�hliqatica� Cb�o �r�at�r�► Ha�ds, 8��i 19�l� t tae •�o�ds'�). o! th� Ci.t� o! 1 t Taml, �ias+�ota� t 'CitY'�. ts� _ to be rsc�ri�t 13; 19�19, cogsil�r�d t� ai�bra�uer 11� i! 3. i st�r�daaaa with intiv� 1k►. t!- � sa�c.a � �,� o� aa�� i� ises t c� •�,�i�e"€"`ar Calltag tms 8a1 •I, a� by � ltaror � atnoar1r +, 190l= aa$ f . �tha Ci Charte reqais�es t3'tt tlze �ands be aatl�er►si� v�ote o! t rs ot tAi• C�nnail: a�d . it is po�si s tA�t t�rr �sb�era o! ttiis Coasaf 1 �►i 1 not la� ps�s t. l�rbsa�az� 1�. 1!�9= and . to b�st a�co�li ttN �rals Q! t�t �ds On l�bz�tal�► 14, 1!�!r aAi ti21 iil f s� tll�t HOOds 2� t�s �t�,s ot t r a�ra o� t�i�s Coos il, it ia d�a3zsbi� tlsat tbi• s�wl tio�a be i� � o! tha sale ot ttnt Doads that ace�ptance dt best bid b� d�leqat�d to ae� anthor offiv�r of th� itx� as p�raitted � by MinaesQta tmtes Swctio� i75.i4, �►isic� 3: a� � � , �-'. - Y COUNCIL MEMBERS �+ Requested by Department of: . Yeas " Nays Dlmond � �a �� [n Favor Goswlcz �i` � . �� Against By `„ `;�` ;, ,`. .."~—� Sonnen �'V'ilson ,.:, � Form Approved by City Attorney Adopted by Council: Date :' Certified Passed by.Council Seere ary By � `�� ' ,`'�'�- — By Approved by Ylavor: Date Approved by Mayor for SubmiSSion io'�CounciY ,�, By , B ,. , �,.;. ,. ; ,, _ - Y ; �0'�<v�4 WHERE�,S, the proceeds of the Bonds will finance the remodeling and �efurbishing of the Como Park conservatory, for which the City �s proceeding pursuant to its Charter and Laws of Minnesota foDr 1988, Chapter 686 ; and WHERE�AS, the City has heretofore issued regi tered obligatio s in �certificated form, and incurs substan al costs associated withi their printing and issuance, and su stantial continuing rar�saction costs relating to their pa ent, transfer an e�tchange; and WHE �AS, the City has determined tha significant savings in tra� action costs will result from issuing bonds in "global book-ei�t y form" , by which bonds are issued in certificated for in large denominations, r gistered on the books of the C;�ty 'n the name of a deposit ry or its nominee, and held in sa;feke ing and immobilized b such depository, and such depos,'itory s part of the comp erized national securities cle�arance nd settlement sy em (the "National System" ) regi�ters tr sfers of owner ip interests in the bonds by makirig comput rized book en ies on its own books and distributes p�lyments on the bonds to its Participants shown on its books as t�he owners f such in rests; and such Participants �nd other ba ks, bro rs and dealers participating! in the Natio al Sys em will do likewise (not as agents of the� City) if not he b neficial owners of the bonds; and WHE�tEAS, "Participa s" means those financial insti- tutions for wlhom the Deposit r effects book-entry transfers and pledges af securities d osited and immobilized with the Depository; ajnd WHF�REAS, Midwes Securit es Trust Company, a limited p�irpose trus� company or anized und r the laws of the State of Illinois, or ; any of its successors o successors to its func- tions hereun�ier (the " epository" ) , ' ll act as such deposi- tory with re�pect to he Bonds except s set forth below, and there is befQre this Council a form of letter agreement (the "Depository �etter greement" ) setting orth various matters relating to �'the De sitory and its role ith respect to the Bonds; and � WI�EREA , the City will deliver t e Bonds in the form of one certi�fica e per maturity, each repre enting the entire principal a�ount of the Bonds due on a parti ular maturity date (each � "Global Certificate" ) , which si le certificate per maturit� may be transferred on the City' s bond register as 2 �� -ia� � � required by the Uniform Commercial Code, but not exchanged for smaller den minations unless the City determines to issue Replacement Bonds as provided below; and WHEREAS, the City will be able to repl ce the Depositor c�r under certain circumstances to ab ndon the "global Uo l�-entry form" by permitting the Glo al Certificates to be excha ged for smaller denominations typ cal of ordinary bonds regist� red on the City' s bond register and "Replacement Bonds" meansi he certificates representing he Bonds so authenticate�d nd delivered by the Bond Re istrar pursuant to paragraphs 6'i a 12 hereof; and WH��EREA , "Holder" as used here n means the person in whose name a, Bond is registered on the egistration books of the City mai�taine by the City Treasu er or a successor registrar ap�ointe as provided in pa agraph 8 (the "Bond Registrar" ) : , NO�1, THEREF RE, BE IT RES LVED by the Council of the City of Sain� Paul, Mi nesota, as ollows: 1 . �� Acce tanc of Bid. Notwithstanding that the Resolution C�lling the S le con mplated that this Council might accept the bid on t e sal of the Bonds, the bids to purchase $5,�00,000 Genera Ob igation Como Conservatory Bonds, Serie� 1989C, of th C' ty (the "Bonds" , or individually a "Bond" ) , i� accordance wi the Official Terms of Offering for the bond � sale, shall be eviewed by the Director, Department o� Finance and n gement Services (or, if he is absent or un�vailable or sab ed, the Treasurer or Budget Director or 1�[ayor or any ther fficer of the City approved by the City Attc�rney) . Suc offic may reject all bids if deemed advis ble after onsultati n with the City' s financial consulta�it. �If all bi s are not jected, such officer shall find, determ'ne and d lare which id is the most favorable bid received and acce t such bid an award the Bonds to such bidder (the "Purchas r" ) . In accept'ng such bid, such officer shall set thd inter st rates on the B nds (to be those interest rat s set orth in such bid) , and shall set the purchase price fo the Bonds (to be tha purchase price set forth in suc bi , plus interest accrue to settlement) . The Director, Dep rt ent of Finance and Manag ment Services , or his designee, i directed to retain the deposit of the Purchaser and o forthwith return to the unsuccessful bidders their good fa ' h checks or drafts . I II� , 3 ! �� , 2 . Title; Original Issue Date; Denominations; Maturities . �'he Bonds shall be titled "General Obligation Como Conserva�ory Bonds, Series 1989C" , shall be dated March 1, 1989 , as the date of original issue and shall be issued forthwlth on or after such date as fully registered bonds . The Bc►nds shall be numbered from R-1 upward. Global Certificate hall each be in the denomination of e entire principal amo nt maturing on a single date. Repl cement Bonds, if iss d as provided in paragraph 6 , sha 1 be in the denomination q $5, 000 each or in any integral ultiple thereof of a Sin le maturity. The Bonds shal mature, without option of prepaym nt, on March 1 in the year and amounts as follows: � Year Amount Yea Amount 199d $ 50,000 1 5 $500, 000 1991 4 0, 000 96 525, 000 1992� 42 000 997 550, 000 1993I 425, 00 1998 600, 000 1994 450, 0 1999 625,000 3 . 'Purpose. The nds all provide funds to remodel and re�furbish the Com Pa conservatory (the "Improvements"I) in the City. proceeds of the Bonds shall be deposited alnd used as provide in paragraph 18, for the purpose descri�bed by Laws of Mi n sota for 1988, Chapter 686 . The total costlof the Improvem nts which shall include all costs enumerat�ed in Minnesota Statu es, Section 475 . 65, is estimated to bie at least equ to th amount of the Bonds . Work on the Im�provements sh 1 procee with due diligence to completion. ' 4 . Interest. he Bonds shall bear interest payable semiannually o�arch 1 d September 1 o each year (each, an "Interest Pjayment Da " ) , commencing Se tember 1, 1989, calculated on hthe basis of a 360-day year o twelve 30-day months, at thelrespect ve rates per annum de ermined for each of the maturit years in the manner, and by t e officer, provided in pa�agrap 1 of this resolution. � 5 . escr' tion of the Global Certifi tes and Global Book-En r stem. Upon their original i suance the Bonds will be ' ssu d in the form of a single Global Certifi- cate for each aturity, deposited with the Depository by the Purchaser and 'mmobilized as provided in paragraph 6 . No beneficial own rs of interests in the Bonds will receive certificates r presenting their respect•ive interests in the I I 4 I i , ��ia� � Bonds exce t as provided in paragraph 6 . Except as so provided, �uring the term of the Bonds, beneficial ownership (and subse uent transfers of beneficial ownership) of int ests 'n the Global Certificates will be refle ed by book entri s ma e on the records of the Depository an its Partic 'pan s and other banks, brokers, and deal rs partici- pating 'n he National System. The Depository s book entries of bene 'cial ownership interests are author' ed to be in increment of $5, 000 of principal of the Bo s, but not smaller i rements, despite the larger aut rized denominatio s of the Global Certificates . Payment of principaliof, premium, if any, and inter t on the Global Certificati,es ' ll be made to the Bond R gistrar as paying agent, andl in rn by the Bond Registr r to the Depository or its nomin e as gistered owner of th Global Certificates , and the D posito according to the aws and rules governing it will r ceive a forward payment on behalf of the beneficial; owners o the Global Ce tificates . Payment of princ 'pal of, pr mium, if any, and interest on a Global Certificate m y in the City' s discretion be made by such othe method of t nsferr' ng funds as may be requested by the Holde� of a Global rtif 'cate. , I'�i6 . Immobilizati of Global Certificates b the De ositor • Successor De o 'tor • Re lacement Bonds . Pursuant to the re uest of the Pur ser to the Depository, which request i� required by t 0 ficial Terms of Offering, immedi- ately upo� the original eliv ey of the Bonds the Purchaser will depo�it the Globa Certi 'cates representing all of the Bonds witY� the Deposit ry. The Global Certificates shall be in typewritten form o otherwise as acceptable to the Depositor , shall be registered i the name of the Depository or its nor�iinee and hall be held i obilized from circulation at the of�ices of he Depository on behalf of the Purchaser and subse uent bo downers . The Depo itory or its nominee will be the so�e hold r of record of the G obal Certificates and no investor �r oth r party purchasing, se ling or otherwise transferr�ng o nership of interests in ny Bond is to receive, hold or d, liv any bond certificates so o g as the Depositor ho ds the Global Certificates obilized from circulati n, except as provided below in this paragraph and in paragraph 12 . Cert' ficates evidencing the Bonds may not after their original �elivery be transferred or exchanged except: � I I 5 i I _ ��'��lo�� ('ii) Upon registration of transfer of ownership of a lobal; Certificate, as provided in paragraph 12, ( i1i) To any successor of the Depositor ( r its nomin e)� or any substitute depository (a "su titute deposi o�ry" ) designated pursuant to clause ii) of this subpara aph, provided that any successor the Deposit or any substitute depository m t be both a "clearinjg corporation" as defined in the innesota Uniform �Co ercial Code at Minnesota St utes, Section 336 8-102, and a qualified and egistered "clearin�g ag ncy" as provided in Sect' n 17A of the Securitiles Ex hange Act of 1934 , as ended, ( iil;i) To substitute deposi ry designated by and acceptab�.e to th City upon (a) t determination by the Deposito�ry that t e Bonds shall longer be eligible for its depo�itory ser ices or (b) determination by the City tha� the Depos 'tory is no onger able to carry out its func ions, provi ed that a y substitute depository must be ualified to ct as s ch, as provided in clause ( ii) of his subparag ph, o (i ) To those pe so to whom transfer is requeste in written tra s er instructions in the event that: � (a) the Depo ito y shall resign or discontinue itsiservices for e B ds and the City is unable to loc�te a substit e dep itory within two ( 2) months folllowing the re ignatio or determination of non- elic�ibility, or I � (b) upo a determinat 'on by the City in its sol� discreti n that ( 1) th continuation of the bool�-entry s stem described rein, which precludes thelissuanc of certificates other than Global Cer ificat ) to any Holder ot er than the Dep sitory (or its nominee) , mi ht adversely affect the inter st of the beneficial o ners of the Bonds, or (j2 ) t at it is in the best int rest of the bene�fici 1 owners of the Bonds tha ' they be able to obta'in ertificated bonds, in either which events the City shall notify Holders of its de rmination and of the availability of certifica es (the "Replacement Bonds" ) to Holders requestin the same and the registration, transfer and I� , 6 i i i ��a� w' conducted as rovided in exchange �of such Bonds ill be p p ragraphjs 9B and 12 hereof. In i�he event of a succession of the Dep itory as may be au or�.zed by this paragraph, the Bond Re istrar upon presentati cbf Global Certificates shall regis er their transfer to tt�e substitute or successor depos ' ories , and the substitute o ; successor depository shall be reated as the Depository fo all purposes and functions der this resolution. '� e Depository Letter Agreem t shall not apply to a substitu�e or successor depository nless the City and the substitut� o successor depository o agree, and a similar agreement may� be ntered into. 7 , i No R em tion. The B ds shall not be subject to redemptior� and p epayment prior o their maturity. 8 . � Bond Re istrar. T e Treasurer of the City is appointed to ,'act as bo d regist ar and transfer agent with respect to tl�e Bonds (t e "Bon Registrar" ) , and shall do so unless and urptil a succ sor ond Registrar is duly appointed. A successor �ond Registr s all be an officer of the City or a bank or tr st company e i ible for designation as bond registrar pu suant to Min sota Statutes, Chapter 475, and may be appointedipursuant to n contract the City and such successor Borid Registrar sha 1 execute which is consistent herewith. T�e Bond Re stra shall also serve as paying agent unless and u}�til a suc essor aying agent is duly appointed. Principal anki interes on the onds shall be paid to the Holders (or ;record lders) of he Bonds in the manner set forth in the� forms f Bond and p ragraph 14 of this resolution. � 9 .�_ Fo ms of Bond. The nds shall be in the form of Global C�rt' icates unless and u til Replacement Bonds are made availal�l as provided in paragr h 6 . Each form of bond may contain s ch additional or differ nt terms and provisions as to the f� m of payment, record date notices and other matters as re consistent with the Depo itory Letter Agreement , and approv �1 by the City Attorney. � A'. Global Certificates . The G obal Certificates, togethe wi h the Certificate of Registrat'on, the form of Assig ent nd the registration informatio thereon, shall be in su stantially the following form and may e typewritten rath r tha printed: ; -- � � 7 : � �,��/o?� ' NITED STATES OF AMERICA U STATE OF MINNESOTA RAMSEY COUNTY CITY OF SAINT PAUL R- � $ � ENERAL OBLIGATION COMO CONSERVAT Y BOND, S ERIES 1989C ' DATE 0 INTEREST , MATURITY RATE DATE ORIGIN ISSUE CUSIP arch 1, 199_ March , 1989 REGISTEREDiOWNER: PRINCIPAL 1�MOUNT: DOLLARS �CNOW ALL PERSO S BY T SE PRESENTS that the City of Saint Paul Ramsey County Min sota (the "Issuer" or "City" ) , certifies �hat it is indeb ed and for value received promises to pay to the registered o r specified above or on the certificat� of registration elow, or registered assigns, without op�tion of prepayme t, in the manner hereinafter set forth, the, principal amou t s ecified above, on the maturity daL-e speci�fied above, an to p interest thereon semiannually on March 1� and Septembe 1 of e ch year (each, an "Interest Payment D�te" ) , commen ing Septe ber 1, 1989 , at the rate per annum spedified above (calculate on the basis of a 360-day year of t�elve 30-da months ) unti the principal sum is paid or has be n provide for. This Bo d will bear interest from the most �ecent Int rest Payment Da e to which interest has been paid or, if interest has bee paid, from the date of original �ssue he eof . The principal of and premium, if any, on this B�nd are payable by check or aft in next day funds or its eq ivale t (or by wire transfer ' n immediately available�fund if payment in such form is necessary to meet the timin re uirements below) upon pres ntation and surrender hereof at th principal office of the Tre surer of the Issuer in Saint a , Minnesota (the "Bond Regist ar" ) , acting as paying ag,� , or any successor paying agen duly appointed by '� the Issue . Interest on this Bond will be aid on each Interest ayment Date Uy check or draft in n xt day funds or its equ ' alent mailed (or by wire transfer in immediately availa funds if payment in such form is necessary to meet � 8 '! ��,i�� the timing req irements below) to the person in whose name thi Bond is r�gistered (the "Holder" or "Bondholder" ) on the regi ration books of the Issuer maintained by the Bond Regist ar and �t the address appearing thereon at the close of busines on th� fifteenth calendar day preceding su Interest Payment ate (lthe "Regular Record Date" ) . Interes payments shall be eceiNed by the Holder no later than 12 : 0 noon, Chicago, I lint�is, time; and principal and prem' m payments shall be re eit�ed by the Holder no later than : 00 noon, Chicago, I11 'np is, time, if the Bond is surre dered for payment enoug I, in advance to permit payment o be made by such time. Any int rest not so timely paid sha cease to be payable to the' erson who is the Holder h reof as of the Regular Record D te, and shall be payab to the person who is the Holder her�of t the close of busi ss on a date (the � "Special Recor Da " ) fixed by the B nd Registrar whenever money becomes �vail le for payment f the deE.�ulted interest. Notice of the �pecia Record Date s all be given to Bondholders no� less an ten day prior to the Special Record Date. The pri}�cipal o and prem' m, if any, and interest on this Bond are �ayable in lawful oney of the United States of America. Date of Pa ent Business Da . If the date for payment of the principal of premium, if any, or interest on this Bond shal be a Satur ay Sunday, legal holiday or a day on which banki�g institut ons 'n the City of Chicago, Illinois, or t e city wh re the rincipal office of the Bond Registrar is lbcated ar authori ed by law or executive order to close, then the dat for such ayment shall be the next succeeding daylwhich ' s not a Satu day, Sunday, legal holiday or a day on whfich su h banking inst 'tutions are authorized to close, and pa ent. n such date shal have the same force and effect as if m�de n the nominal dat of payment. No Rld m tion. The Bonds of this issue are not subject to red ption and prepayment pr or to their maturity. Iss nce• Pur ose• General Obli ation. This Bond is one of an is u in the total principal amo nt of $5,000,000, all of like da e of original issue and ten , except as to number, ma uri y, interest rate, and denomi tion, which Bond has been ' ssue pursuant to and in full conf mity with the Constitu ion a d laws of the State of Minneso , including particu arly L ws of Minnesota for 1988, Chapt 686 , and the Charte of the Issuer, and pursuant to a resolu ion adopted by the C'ty Counc 1 of the Issuer on February _, 1989 (the "Resolution" ) , for the purpose of providing money to remodel I I 9 � I � ��9 �� and refurbish the Como Park conservatory in the City. This Bond is payal�le out of the General Debt Service Fund of the Iss er. Thi Bond constitutes a general obligation of he Issu r, and �o provide moneys for the prompt and full payment of it princ pal, premium, if any, and interest whe the same become due, �he full faith and credit and taxing p ers of the Issuer ave been and are hereby irrevocably pledg d. De ominations • Exchan e• Resolution. The Bonds are issuable o i�inally only as Global Certificat in the denominatio of the entire principal amount f the issue maturing on single date. Global Certific tes are not exchangeable or fully registered bonds of smaller denomination$ xcept in exchange for Repl cement Bonds if then available. Ttep acement Bonds, if made ailable as provided below, are i�sua le solely as fully re stered bonds in the denomination� of 5, 000 and integral ltiples thereof of a single matur�ity an are exchangeable or fully registered Bonds of other auth ized denominat ' ns in equal aggregate principal ampunts at the principal ffice of the Bond Registrar, but only i the manner and subject to the limitations �provided i the Reso ution. Reference is hereby made to the �tesolution r a de cription of the rights and duties of th Bond Regist ar. Copies of the Resolution are on file in the �principal offi e f the Bond Registrar. R�I lacement Bonds Replacement Bonds may be issued by the Issu�r in the event th t: (aj) the Depos 'tory s all resign or discontinue its servicds for the B nds, an only if the Issuer is unable to locajte a subst 'tute depos ' tory within two (2 ) months followi�ng the re ignation or etermination of non- eligibi�lity, or (1�) upo a determination the Issuer in its sole discre ion t at ( 1) the continua ion of the book-entry system desc ibed in the Resolutio , which precludes the issuan e o certificates (other th n Global Certificates) to any Ho er other than the Deposi ory (or its nominee) , might dv rsely affect the interest f the beneficial owners o the Bonds, or (2 ) that it i in the best intere of the beneficial owners of t e 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 Bond for re istration to the Bond Registrar, who will endorse i I � 10 � I U ��a his, her or i s name and note the date of registration opposite the ame of the payee in the certificate of registration ttached hereto. Thereafter this Bond may be transferred b delivery with an assignment duly executed by the H der ar his, her or its legal representatives, d the Issuer nd Bor�d Registrar may treat the Holder as e person exclusiv y entitled to exercise all the rights a powers of an owner u til� this Bond is presented with such ssignment for registratio o�f transfer, accompanied by assur ce of the nature provi d by law that the assignment is genuine and effective, an until such transfer is regist red on said books and noted herejo by the Bond Registrar, al subject to the terms and condit'ons provided in the Reso tion and to reasonable requla ions of the Issuer con ained in any agreement with, or notice to, the Bond egi�trar. Transfer of this Bond may, at t e direction and e ense of the Issuer, be subject to ce�tain o er restriction if required to qualify this Bond as l�eing "in registered f m" within the meaning of Section 149 (a)I of the deral Inte nal Revenue Code of 1986 , as amended. ' Fee � u on Transf or Loss . The Bond Registrar may require payme t of a sum su i ient to cover any tax or other governmental harge payable i connection with the transfer or exchange of t is Bond and a egal or unusual costs regarding transfers and lost Bonds . Tre tment of R istere Owner. The Issuer and Bond Registrar may ,treat the person in hose name this Bond is registered as ,the owne hereof for the purpose of receiving payment as he�ein pro ided (except otherwise provided with respect to th� Recor Date) and for 1 other purposes, whether or no� this Bond shall be ove due, and neither the Issuer nor th� Bo Registrar shall be affected by notice to the contrary. Aut ntication. This Bond shal not be valid or become obliga ory for any purpose or be en itled to any security unl s the Certificate of Authenti ation hereon shall have been e uted by the Bond Registrar. Not ualified Tax-Exem t Obli ations The Bonds have no been designated by the Issuer as "qual ' fied tax-ex pt ob igations" for purposes of Section 265(b) ( 3) of the federal I ternal Revenue Code of 1986, as amended. I �� 11 i � �-�q��a� � IT I��IS HEREBY CERTIFIED AND RECITED that all acts, conditions n�l things required by the Constitution a d laws of the State o �Iinnesota •and the Charter of the Issue to be done, to happ n and to be performed, precedent to nd in the issuance of t� s Bond, have been done, have happe ed and have been performe�i, in regular and due form, time a manner as required by l�w, and this Bond, together with 1 other debts of the Issuerlout tanding on the date of orig'nal issue hereof and on the da�e of ' ts issuance and delivery to the original purchaser, do s not xceed any constitutio 1 or statutory or Charter limit�tion o indebtedness . IN �TITNESS WH EOF, the City f Saint Paul, Ramsey County, Minne�ota, by its City Council as caused this Bond to be sealed wit� its officia seal and o be executed on its behalf by the photocopied f simile ignature of its Mayor, attested by t�e photocopied csimi e signature of its Clerk, and countersi�ned by the photo opi d facsimile signature of its Director, , Department of Fin e and Management Services . I � I i � i i � i i � � I � � � I�� I I � 12 I 0��'�"� � Date of Regi�stration: Registrable by: ' Payable at: BOND REGIST R' S CITY OF SAINT P UL, CERTIFICATE RAMSEY COUNTY, MINNESOTA AUTHENTICATI This Bond is! o e of the Bonds descri�ed ' n the Resolution m�nti ed Mayor within. � I�� Atte t: _, ity Clerk Bond Registr�r gy � ountersigned: Authorized !Signature Di ector, Department of Finance � and anagement Services (SE�) � General Obli Ition Como Conservatory B nd, Series 1989C, No. R- I I I I I I i I 13 � I � ��-�� CERTIFICATE OF REGISTRATION The tra sfer �of ownership of the principal amount of the attached onc� may be made only by the registered o er or his , her or its l�gal representative last noted below. DATE OF SIGNATURE OF REGISTRATIONi REGISTERED OWNER BOND REGISTRAR ; i i , � , � i i � � i i i I i � ! , 14 � � ��=�� ABBREVIATIONS The foll Qwing abbreviations, when used in t inscription on the fac o1E this Bond, shall be construed a though they were writte �ut in full according to applica e laws or regulations: TEN COM - as t ants in common TEN �NT - as �en nts by the entireties JT TEN - as jQint tenants with right of urvivorship and mot a tenants in common UTMA - � custodian for (Cus�) (Minor) under i�he Unifo Transfers to Minors Act � (Sta e) Add'tional abbr iati ns may also be used though not 'n e above list. i I I I � I � � 15 _ I '� ��/� � ! ASSIGNMENT II 'ved the undersi ned hereb sells, � Fori value recei , 9 assigns and tzansfers unto the within Bo d and does hereby i evo¢ably constitute and appoint attorney t ansfer the Bond on the books ke for the registrati �hereof, with full power of sub itution in the premises . � Dated: Not�.ce• The assignor' s si ature to this assignment must rrespond with the name i as it appears u n the face of the within Bond in every rticular, without lteration or ny change whatever. Signature Guar�anteed: � Signature(s) �ust be guara eed by a national bank or trust company or by a brokerage i having a membership in one of the major stodk exchange . ThellBond Reg' trar w 1 not effect transfer of this Bond unless the infor tion con erning the transferee requested belqw is p vided. Name and Addre�ss : i II ( Include informatio for all joint owners if the Bond is hel by joint account. ) � I II 16 , ��9/�� B. Replacement Bonds . If the City has notified Holders tha� Replacement Bonds have been made available as provide in 'paragraph 6, then for every Bond thereafter transfer d �or exchanged the Bond Registrar s all deliver a certifica ,in the form of the Replacement B nd rather than the Global ertificate, but the Holder of a Global Certificate shall not ot� erwise be required to exchang the Global Certif- icate for on�e r more Replacement Bonds s 'nce the City recog- nizes that spm bondholders may prefer t e convenience of the Depository' s', re ' stered ownership of th Bonds even though the entire issue� is n longer required to e in global book-entry form. The R�place ent Bonds, togethe with the Bond Registrar ' s �ertifi ate of Authentic tion, the form of Assignment al�d the r gistration inf rmation thereon, shall be in substanti�lly the ollowing for : � I� I i i ; ,I II�� i I ii i I � i �II 17 � !�� -�a�' � I UNITED STATES OF AMERICA ' STATE OF MINNESOTA ' RAMSEY COUNTY ' CITY OF SAINT PAUL R- I $ i ENERAL OBLIGATION COMO CONSERVAT RY BOND, SERIES 1989C INTEREST MATURITY DATE RATE , DATE ORIGIN ISSUE CUSIP � i March 1, 1989 REGISTERED OW�VER: PRINCIPAL AMO�JNT: DOLLARS KNO�1 ALL PERS S BY T SE PRESENTS that the City of Saint Paul, R�msey Count Min sota (the "Issuer" or "City" ) , certifies that it is inde ted nd for value received promises to pay to theiregistered o ne specified above, or registered assigns, with�ut option of epayment, in the manner hereinafter s�t forth, the incipal amount specified above, on the maturit�y date speci i d above, and to pay interest thereon semiar�nually on M ch 1 and September l of each year (each, an "In�.erest Payme t D te" ) , commencing September 1, 1989, at the �ate per an um sp cified above (calculated on the basis of a 36Q-day year of twel e 30-day months) until the principal sumiis paid r has be n provided for. This Bond will bear int�rest fr the most recent Interest Payment Date to which inte est has been paid , if no interest has been paid, from th date f original i sue hereof . The principal of and premiu , if ny, on this Bo d are payable upon presentation and s rrender hereof t the principal office of , in , (the "Bond Regist ar" ) , acting as paying agent, or any cessor paying agent duly appointed by the Issuer. Iriter� t on this Bond will b paid on each Interest Payment Date b check or draft mailed o the person in whose name this Bon is registered (the "Hol er" or "Bondholder" ) on the registra n books of the Issuer ma 'ntained by the Bond Registrar an t the address appearing ereon at the close of business on th fifteenth calendar day p eceding such Interest Payment Da e ( he "Regular Record Date" ) . Any interest not so I I i �� 18 � � ��q ia� , timely paid �hall cease to be payable to the person who is the Holder hereo�' as of the Regular Record Date, and shall be payable to tHe person who is the Holder hereof at the close of business on al date (the "Special Record Date" ) fixed by the Bond Regist r whenever money becomes available for payment of the defaulte interest. Notice of the Special Re ord Date shall be given to Bondholders not less than ten days prior to the Special l�ec rd Date. The principal of an premium, if any, and inte�res on this Bond are payable i lawful money of the United Stlates of America. REFI .RENC IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND �ET FO H ON THE REVERSE H EOF, WHICH PROVISIONS SHALL FOR ALL'� PURPOS HAVE THE SAME EF ECT AS IF SET FORTH HERE. j IT �S HEREBY RTIFIED AN RECITED that all acts, conditions an�i things re ired by he Constitution and laws of the State of innesota an the C rter of the Issuer to be done, to happ n and to be p rfo ed, precedent to and in the issuance of t is Bond, have e n done, have happened and have been performe , in regular a due form, time and manner as required by 1 w, and this Bo together with all other debts of the Issuer �outstanding th date of original issue hereof and on the da�e of its is ance nd delivery to the original purchaser, do�s not exce any co stitutional or statutory or Charter limit�tion of i ebtedness IN ITNESS W EREOF, the City of Saint Paul, Ramsey County, Minnes�ota, by its City Counc 1 has caused this Bond to be sealed with� its ficial seal or a facsimile thereof and to be executed onj its ehalf by the origi al or facsimile signature of its yor, attested by th original or facsimile signature of its lerk, and countersign by the original or facsimile signla re of its Director, Dep tment of Finance and Management Ser�vi ces . , I'I I I II� ; 19 II� v�9 �� Date of Reg�stration: Registrable by: Payable at: BOND REGIST�AR' CITY OF SAINT PAU , CERTIFICATEIOF RAMSEY COUNTY, M NESOTA AUTHENTICATI�ION This Bond is� one of he Bonds descri�ed in th Resolution mentioned Mayor within. � Attest: � it C rk , Y Bond Registrar �� ned: B Co n ersi Y g Authorized �Signature irect r, Department of Finance and Man ement Services SEAL � ) � I� � � � 20 ' � ��a� � 9 � ON REVERSE OF BOND D�te of Pavment Not Business Day. If the date for payment o U.he principal of, premium, if any, or inte est on this Bond s 'all be a Saturday, Sunday, legal holiday or a day on which ba ing institutions in the City of Chicag , Illinois, or the city where the principal office o the Bond Registrar isi ocated are authorized by law or exe utive order to close, th'�en the date for such payment shall the next succeeding d�ay hich is not a Saturday, Sunday legal holiday or a day on whi such banking institutions a e authorized to close, and p�yme t on such date shall have t e same force and effect as if!, made on the nominal date of p ent. Nol� Redem ion. The Bonds of t is issue are not subject to r demptio and prepayment pr'or to their maturity. Is � uance• Pu ose• General li ation. This Bond is one of an is ue in the otal princip 1 amount of $5, 000, 000, all of like c�ate of ori 'nal issue nd tenor, except as to number, matu�ity, intere rate, a d denomination, which Bond has been issWed pursuant and i full conformity with the Constitution �iand laws of t Sta e of Minnesota, including particularly ��Laws of Minnes ta or 1988, Chapter 686 , and the Charter of th'�e Issuer, and p r uant to a resolution adopted by the City Coun�il of the Issue on February _, 1989 (the "Resolution" )'„ for the purpo e of providing money to remodel and refurbish' the Como Par con ervatory in the City. This Bond is payabi�e out of the Gene 1 Debt Service Fund of the Issuer. ThislBond consti utes a eneral obligation of the Issuer, and t� provide m neys for the prompt and full payment of its princi al, premi m, if any, and interest when the same become due, t e full f ith and cred t and taxing powers of the Issuer have b en and re hereby irre ocably pledged. Denl�minat'ons • Exchan e• Res lution. The Bonds are issuable sole y as fully registered bo s in the denominations of $5,000 and int gral multiples thereo of a single maturity and are excha ge le for fully registere Bonds of other authorized de o nations in equal aggrega e principal amounts at the princi office of the Bond Regist ar, but only in the manner and su ect to the limitations provi ed in the Resolution. ference is hereby made to th Resolution for a description f the rights and duties of the ond Registrar. Copies of t e esolution are on file in the p incipal office of the Bo Re istrar. I� 21 � � ; ��-la� � Tra sfer. This Bond is transferable by the Holder in person or y his, her or its attorney duly authorized in writing at th principal office of the Bond Registrar upon presenta ion land surrender hereof to the Bond Regist ar, all subject t th�e terms and conditions provided in t Resolution and to rea on,able regulations of the Issuer cont ined in any agreement w tlh, or notice to, the Bond Registr . Thereupon the Issuer s all execute and the Bond Registr shall authenticate nd deliver, in exchange for th' s Bond, one or more new full registered Bonds in the name of the transferee (but not regijs red in blank or to "beare or similar designation) , o an authorized denominat 'on or denominations, in aggregate !pri cipal amount equal to e principal amount of this Bond, o�, the ame maturity and be ring interest at the same rate. T�henev ownership of th' Bond should be transferred ►�nder a other circums nces or be registered in nominee nameionly, t registered ner of the Bond shall, if and to the e�tent req 'red to qua ify this Bond as being "in registered fdrm" withi the mean' g of Section 149 (a) of the federal Inte�nal Revenu Code o 1986, as amended, and at the direction anc� expense of the I suer, maintain for the Issuer a record of the actual owne of he Bonds . Fe s u on Transfe or Loss . The Bond Registrar may require paym nt of a sum s icient to cover any tax or other governmental�charge payab i connection with the transfer or exchange of t�his Bond an any egal or unusual costs regarding transfers and lost Bonds Tr atment of Re istere Owner. The Issuer and Bond Registrar ma treat t e person in whose name this Bond is registered a� the ow r hereof for the purpose of receiving payment as h�rein p vided (except s otherwise provided on the reverse �ide h eof with respec to the Record Date) and for all othe� purp ses, whether or n this Bond shall be overdue, and� neit er the Issuer nor t e Bond Registrar shall be affected y n tice to the contrary. Au h ntication. This Bond sha 1 not be valid or become oblig ory for any purpose or be titled to any security unl ss the Certificate of Authen ication hereon shall have been e cuted by the Bond Registrar. ol� ualified Tax-Exem t Obli ati s . The Bonds have not ee designated by the Issuer as "q alified tax-exe t o ligations" for purposes of Section 265(b) ( 3 ) of the fed ral Internal Revenue Code of 1986 , as amended. � � 22 I � � ��-�a� � ' ABBREVIATIONS T le following abbreviations, when ed in the inscription the face of this Bond, shal be construed as though they iw e written out in full acco ing to applicable laws or regulat ns :. TEN COM - asl tenant in common TEN ENT - as' tenants y the entireti JT TEN - as �oint ten ts with righ of survivorship and'Inot as ten nts in co on UTMA - _ I as cu todian r (CuSt) (Minor) under' the iform Transfers to Minors Act ; (State) �� Additional abbr iatio may also be used � though n t in the bove list. I I I I I II I � 23 I �� I! ASSIGNMENT Fdr value received, the undersigned here y sells, assigns an �transfers unto the within B d and does hereby irre o ably constitute and appoint attorney to 'tr nsfer the Bond on the books ke for the registration th reof, with full power of subs itution in the premises . ' Dated: No�tice: e assignor' s sig ature to this ' a ignment must c rrespond with the name ', as ' t appears up the face of the within ; Bon in every p ticular, without alte tion or y change whatever. Signature Gu�ranteed: �I � Signature(s) �' must be guarant e by a national bank or trust company or by a brokerage f ' rm h ving a membership in one of the major stpck exchanges . Th� Bond Regis rar will ot effect transfer of this Bond unless �he informa ion concern ng the transferee requested be ow is pro ided. I Name and Add�ess : I ( Include information r all joint owners I if the Bond is held b joint account. ) i� I i 24 i ��-�a� �� l0i Execution. The Bonds shall be executed on behalf of th� City by the signatures of its Mayor, Clerk and Directo , Department of Finance and Management Services, each with the eff ct noted on the forms of the Bonds, and be sealed with the ea� of the City; provided, however, that e seal of the City ayi,be a printed or photocopied facsimile• and provided f r her that any of such signatures may e printed or photocopied �acsimiles and the corporate seal m be omitted on the Bondslas permitted by law. In the even of disability or resignati or other absence of any such o ficer, the Bonds may be signec� y the manual or facsimile sig ature of that officer who �a act on behalf of such abse or disabled officer. In ,ca any such officer whose gnature or facsimile of iwho e signature shall appea on the Bonds shall cease to be sluch fficer before the del 'very of the Bonds, such siynatur�e or acsimile shall neve theless be valid and sufficient fo�r all urposes, the same as if he or she had remained in olffice ntil delivery. ll . �l Authen ication• Da of Re istration. No Bond shall be vali�i or obli atory for any purpose or be entitled to any security q�r benefi under t is resolution unless a Certificate o�E Authenti ation such Bond, substantially in the form here�.nabove set fort , shall have been duly executed by an authori�ed represen at' e of the Bond Registrar. Certificates �f Authentic t 'on on different Bonds need not be signed by the , same person. The Bond Registrar shall authenti- cate the sign�tures of of i ers of the City on each Bond by execution of �he Certifi ate of Authentication on the Bond and by inserting �s the dat of gistration in the space provided the date on wYpich the nd is authenticated. For purposes of delivering th� origin Global Certificates to the Purchaser, the Bond Regi�trar s 11 inser as the date of registration the date of o�igina issue, whi h date is March 1, 1989 . The Certificate o Aut ntication so executed on each Bond shall be conclusive 'ievi nce that it h been authenticated and delivered undejr is resolution. 12 . e istration• Trans r• Exchan e. The City will cause to e kept at the princi al office of the Bond Registrar a b nd register in which, ubject to such reasonable regulations s the Bond Registrar ma prescribe, the Bond Registrar s al�l provide for the regis ation of Bonds and the registrati n o�lf transfers of Bonds ent tled to be registered or transf rredlas herein provided. A G1 bal Certificate shall be r gistered in the name of the payee o the books of the Bond Registrar by presenting i i I� I! 25 � ��4�-/� the Global C�rtificate for registration to the Bond Registrar, who will end�rse his or her name and note the date of regi- stration oppc►site the name of the payee in the certificate of registra ionlon the Global Certificate. Thereafter a Global Certifica e �ay be transferred by delivery with an as 'gnment duly execu e by the Holder or his, her or its lega repre- sentative, d the City and Bond Registrar may tre t the Holder as t person exclusively entitled to exer ise all the rights and p wers of an owner until a Global Cer ificate is presented wi�. such assignment for registration of transfer, accompanied 1� assurance of the nature provide by law that the assignmer�t is genuine and effective, and ntil such transfer is �eg' stered on said books and no d thereon by the Bond Registr�r, 11 subject to the terms a d conditions provided in �he solution and to reasona le regulations of the City con�aine in any agreement wit , or notice to, the Bond Registr�r. Tr�nsfer a Global Certi cate may, at the direction anqi expens of the City, subject to other restrictions ' if requi ed to qualif the Global Certificates as being "in rec�istered f rm" within he meaning of Section 149 (a) of th� federal I ternal R enue Code of 1986, as amended. ' Up�n surrender or ransfer of any Replacement Bond at the princ pal office of t e Bond Registrar, the City shall execute ( if ecessary) , an the Bond Registrar shall authenticate insert the d e of registration (as provided in . paragraph 11 of, and del 've , in the name of the designated transferee o transferee , on or more new Replacement Bonds of any autho�ized denom'natio or denominations of a like aggregate pr$.ncipal am unt, ha ing the same stated maturity and interest, rate, as requeste by the transferor; provided, however, that no bon may be re istered in blank or in the name of "bea�er" or similar desi nation. Whenever ownership of any Repla�ement onds should b transferred without surrender ofI the placement Bond or transfer or should be registered i#� no nee name only, t e registered owner of the Replacement $on shall, if and to t e extent required to preserve the' e lusion from gross in ome of the interest on the Bonds an�l t the direction and e ense of the City, maintain forl he City a record of the actual owner of the Replacement ond. t the option of the Holder o a Replacement Bond, Replaceme t onds may be exchanged for R lacement Bonds of any authoriz d denomination or denominati ns of a like 26 I � � - �� - -- � - �-�;-�a� � aggregate Irincipal amount and stated maturity, upon surrender of the Rep acement Bonds to be exchanged at the principal office of he Bond Registrar. Whenever any Replacement Bonds are so su endered for exchange, the City shall exec te ( if necessary) and the Bond Registrar shall authentic e, insert the date of registration of, and deliver the Repl ement Bonds which the o der making the exchange is entitled o receive. Global Cer if 'cates may not be exchanged for G1 al Certificat s o smaller denominations . All Bo s surrendered upon any exc ange or transfer provided fior in th' s resolution shall be pr mptly cancelled by the Bond Rjegistrar nd thereafter disposed of as directed by the City. l IAll Bonds de ivered in excha e for or upon transfer of Bonds sjhall be vali general oblig tions of the City evidencin the same deb and entitl d to the same benefits under this resolution, a the Bonds surrendered for such exchange r transfer. Every Bond prese ted o surrendered for transfer or exchange hall be duly endo sed or be accompanied by a written instrumen of transfer, in f r satisfactory to the Bond Registrar, duly executed by t holder thereof or his , her or its attor ey duly authorized writirig. The Bond Registr ma require payment of a sum sufficien� to cover any ta or o her governmental charge payable in connection wit the t nsfer or exchange of any Bond and any legal or un sual cos regarding transfers and lost Bonda . 'Transfers s 11 also be su ject to reasonable regulatior�s of the C' y contained in ny agreement with, or notice to,; the Bond egistrar, includ g regulations which permit th� Bond Reg strar to close its transfer books between record dat�es and p yment dates . � 13. R' hts U on Transfer or E chan e. Each Bond delivered upon ansfer of or in exchange for or in lieu of any other Bond hall carry all the rights o interest accrued and unpai , an�to accrue, which were carr ed by such other Bond. 14 . Interest Payment; Record Date Interest on any Global Ce tificate shall be paid as provided ' n ttie first paragraph tliereof, and interest on any Replacement Bond shall 27 ��-�� be paid on eac� Interest Payment Date by check or draft mailed to the person n whose name the Bond is registered (the "Holder" ) on tk�e registration books of the City maintained by the Bon Registrar, and in each case at the address appearing thereon t thelclose of business on the fifteenth ( 1 h) calendar ay p�eceding such Interest Payment Date he "Regular R corrl Date" ) . Any such interest not so imely paid shall cease tolbe payable to the person who is t Holder thereof as o ;the Regular Record Date, and shal be payable to the person wh is the Holder thereof at the cl se of business on a date (the� "Special Record Date" ) fixed b the Bond Registrar whenle er money becomes available f r payment of the defaulted intere t. Notice of the Special ecord Date shall be given by tl�le nd Registrar to the Hol rs not less than tHolde�r, shal �Pals includesthosellawfur yDentitledetoetake actions on bel�alf o the beneficial ow rs of the Bonds for purposes of ar�y cons nt or approvals ven by Holders . 15 . ! Holder • Treatment of Re istered Owner• Consent of Holders . i (A) For 'ithe purpo es of all actions, consents and other matters affecl�ing Holder of the onds, other than payments, redemptions, �nd purchas , the ity may (but shall not be obligated to) treat as th Hol r of a Bond the beneficial owner of the �ond instead f e person in whose name the Bond is registered► For that p p se, the City may ascertain the identity of t�e beneficial ner of the Bond by such means as the Bond Regi$trar in its s e discretion deems appropriate, including but; not limited o certificate from the person in whose name th� Bond is re ist red identifying such beneficial owner. � Thel it and ond Re strar ma treat the erson in (B) I � Y 9 Y P whose name an Bond i registere as the owner of such Bond for the purpose of r eiving pa nt of principal of and premium, if any, an interest (su ject to the payment provisions i parag aph 14 above) n, such Bond and for all other purpos s wha soever whether not such Bond shall be overdue, and neit r the City nor t e Bond Registrar shall be affected by oti to the contrary. (C) An c nsent, request, direc ion, approval, objection or other ins rument to be signed and xecuted by the Holders may be in an number of concurrent wri ings of similar tenor and must be igned or executed by such olders in person or by agent appoin ed in writing. Proof of t e execution of any � I 28 � i ��'�-/�� such consent, �equest, direction, approval, objection or other instrument or pf the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be suffic ent 'for any of the purposes of this Resolution, and shall be c ncliusive in favor of the City with reg to any action take biy it under such request or other i trument, namely: ( 1) ' The fact and date of the exect ion by any person o� y such writing may be prov by the certific te f any officer in any jur' diction who by law has powe� to ake acknowledgments wi in such jurisdict�ion t at the person signin such writing acknowle�ged be ore him the execut'on thereof, or by an affidavi of an witness to such xecution. (2 ) I Subject to the provis ons of subparagraph (A) above, t�e fact of the ownersh p by any person of Bonds and the �mounts and numbers o such Bonds, and the date of the h�lding of th same, ay be proved by reference to the bondiregister. i 16 .; Deliver • A i ation of Proceeds . The Global Certificates lwhen so prepare and executed shall be delivered by the Direct�Or, Department Finance and Management Services, to ,the Purchaser o receipt of the purchase price, and the Purchlaser shall no be bliged to see to the proper application t;hereof. 17 .I Fund and ccount. There is hereby created a special acco�nt to be d signated e Como Conservatory Bonds of 1989 Account" (the 'Account" ) t be administered and maintained b� the Cit Treasurer as a bookkeeping account separate and , apart f om all other a ounts maintained in the official fin�ncial ecords of the Ci y. There has been heretofore c�eated and established th General Debt Service Fund (number�d 96 , herein the "Fund" ) . The Fund and the Account shal ea be maintained in th manner herein specified un il 11 of the Bonds and th interest thereon have been fully p i . i � ( i) Account. To the Acc nt there shall be cr dited the proceeds of the sal of the Bonds, less a rued interest received thereon, and less any a ount paid for the Bonds in excess of $4 , 940, 000 . F om the Account there shall be paid all costs and e�penses of making the Improvements, including the cqst of any construction contracts heretofore let � ' � 29 ' -" �� I � and 11 other costs incurred and to be incurred of the �ind authorized in Minnesota Statutes, Section 475 . G5; and the moneys in the Account shall be used fo.�- �o other purpose except as otherwise provided by law; provided that the proceeds of the Bonds may a so be used to the extent necessary to pay interest on the Bonds due prior to the anticipated of co ncement of the collection of taxes h rein cove� nted to be levied; and provided i ther that if u o completion of the Improvements here shall remain ny unexpended balance in the ccount, the balahce ay be transferred by the C ncil to the fundilof ny other improvement inst' uted pursuant to Laws of M'nnesota for 1988, Chapt r 686 , or to the Fund,. All earnings on the Accou t shall be tran�ferre to the Fund. I ( ii) F nd. There is h eby pledged and there shal��l be cred ted to the Fu , to a special sinking fund account w ich is here created and established ther in for the payment o the Bonds, (a) all accr ed interest receive upon delivery of the Bonds; (b) all fu ds pa 'd for the Bonds in excess of $4, 940, 000; (c) a co ections of all taxes which are herein levied or the payment of the Bonds and inteirest thereon as rovided in paragraph 18; (d) all funds remaining ' n the Account after completion of ti�he Improvement d payment of the costs therieof, not so t ans erred to the account of anot�her improvem nt; O all amounts appropriated by the State of Mi nesota for the payment of the Bonds; and �,( f) all i estment arnings on moneys held in saic� special ccount in he Fund or on moneys held in t�he Acco t. Said spe ial ac ount created in the Fund shall be used solely to pay the p incipal and inte est and any premiums for redemption of the onds and any other bonds of the City heretofore or ;her after issued by the ity and made payable from said spe ia account in the Fund s provided by law, or to pay any re a e due to the United Sta es . No portion of the proceeds of t Bonds shall be used dire tly or indirectly to acquire highe yielding investments or t replace funds which were used di ectly or indirectly to acqui e higher yielding investments xcept ( 1) for a reasonable t mporary period until such pr ceeds are needed for the pur se for which the Bonds wer is ued, and (2 ) in addition to the above in an amount r�ot greater than the lesser of five percent ( 5�) of the ,I I 30 � � � �� ro o�f th 0 . To th' ect an p ceeds , e Bonds or $100, 00 is eff , y proceeds olf the Bonds and any sums from time to time held in the Accounjt or said special account in the Fund (or any other City accou�t which will be used to pay principal or interest to becom �iue on the bonds payable therefrom) in cess of amounts h'ch under then-applicable federal arbi rage regulatio may be invested without regard as yield shall not be inv , sted at a yield in excess of the a licable yield restrictiom imposed by said arbitrage regul ions on such investment� fter taking into account any a licable "temporary 'ipe iods" or "minor portion" mad available under the federal; ar itrage regulations . In ad ition, the proceeds of the Bonc�s an money in the Account or he Fund shall not be invested ir� obli ations or deposits iss ed by, guaranteed by or insured !�by th United States or any agency or instrumen- tality the of if and to the extent at such investment would cause the B nds to be "federally gu anteed" within the meaning of ection 49 (b) of the f deral Internal Revenue Code of 1986, as�� amended (the "Code" ) . 1� . Tax Le Prior to the delivery of the Bonds to the Purc�laser, the ity Cou cil shall by resolution levy a tax for the payment of the pr'ncipal and interest on the Bonds . I � 1� . General 0 ' ation Pled e. " For the prompt and full paymen� of the princ al and interest on the Bonds, as the same reSpectively be o e due, the full faith, credit and taxing powe s of the Ci all be and are hereby irrevocably pledged. I� the balan e in the Fund (as defined in paragraph 17 hereof) is ever in ffici nt to pay all principal and interest the due on he Bon payable therefrom, the deficiency s all be romptly aid out of any other funds of the City whi�h are vailable f r such purpose, including the general fund, of t City, and ch other funds may be reimbursed wJith o without inte est from the Fund when a sufficient b�la e is available herein. 201� Certificate of Re i tration. The Director, Department o Finance and Manageme t Services, is hereby directed to ile a certified copy o this Resolution with the County Audi r of Ramsey County, Mi esota, together with such other info tion as the County Audi or shall require, and to obtain th C unty Auditor' s certifica e that the Bonds have been ent red in the County Auditor ' s ond Register, and that the tax levy required Y�y law has been made. 31 � ' i ��-�� 1. Records and Certificates . The officers of the City are h�reby authorized and directed to prepare and furnish to the Pur�haser, and to the attorneys approving the legality of the iss ance of the Bonds, certified copies of all proceeding and records of the City relating to the Bonds and to the fin�ncial condition and affairs of the City �and such other a fi avits, certificates and information as are required to show h� facts relating to the legality and rketability of the Bo s as the same appear from the books nd records under thei custody and control or as otherwi known to them, and all su certified copies, certificates d affidavits, including heretofore furnished, shall b deemed represen- tations of 'It e City as to the facts recite therein. 2 . Ne ative Covenant as to U e of Proceeds and Improvemen s . he City hereby covenant not to use the proceeds o the onds or to use the I rovements, or to cause or permit hem o any of them to be ed, or to enter into any deferred p yment a rangements for t cost of the Improve- ments, in uch a m ner as to cause the Bonds to be "private activity b nds" wit 'n the meanin of Sections 103 and 141 through 15 of the C de. �3 . Tax-Exe t Statu of the Bonds • Rebate. The City shall comply with equire ents necessary under the Code to establislh ancl maintai the exclusion from gross income under Sect�on 103 of the od of the interest on the Bonds, including Without limitat o requirements relating to temporary periods for inve tments, limitations on amounts invested at} a yield great than the yield on the Bonds, and the rebate 'of excess inv stm nt earnings to the United States . 7�4 . No Desi ation of ualified Tax-Exem t Obli ation �. The Bon exceed in amount those which may be qualified s "qualif ' d tax-exe pt obligations" within the meaning of Section 5(b) ( 3) of he Code, and hence are not designated for suc purpose. 25 . De ositor Letter A reement. The Depository Letter Agrejement is hereby approve and shall be executed on behalf of the C 'ty by the Mayor, C1 k and Director, Depart- ment of Fir�anc and Management Servi es, in substantially the form approv?ed with such changes, mod' fications, additions and deletions ais hall be necessary and a ropriate and approved by the Cit�r ttorney. Execution by su officers of the Depository ei:ter Agreement shall be co lusive evidence as to the necess ty and propriety of changes a � their approval by the City titorney. 50 long as Midwest Securities Trust i 32 I i i WHITE - C�TV CLERK PINK - FINANCE GITY OF SAINT PAUL Council GANARV - DEPARTMENT BLUE - MAVOR File NO. �� Council Resolution Presented By Referred To Committee: ate Out of Committee By Date Company is the Depo itory or it or its no nee is the Holder of any Global ertifi ate, the City sha comply with the provisions of he Depo ' tory Letter Ag eement, as it may be amended or upplemen d by the Ci from time to time with the agree ent or con ent of Mi est Securities Trust Company. 26. Severability. 3 any section, paragraph or provision of this resolutio shall be held to be invalid or unenforcea le for any rea n, the invalidity or unenforce- ability of su h section, pa agra or provision shall not affect any of the remaini provi ' ons of this resolution. 27. Headin s Headings i this resolution are included for onvenien e of reference only and are not a part hereof and s 11 not Iimit or fine the meaning of any provis ' on he of. COUNCIL MEMBERS Requested by Department of: Yeas Nays Dimond Finance and Management SPr�ircg �ng [n Favor � Goswitz Rettman B s�he;�ei _ Against Y Sonnen Wilson Form Approved b City ttorn y Adopted by Council: Dat � . Certified Vassed by Council Se retary BY By A►pproved by Nlavor: Date _ Approv by May for u ion to Council By I , � , � �- � � -'� �.:� . - -�_ r'� -__--. _ __ _ _- - ----- _ ` . �� - ` � 4 � ,i i � '