89-129 WMITE t- urr CI.ERK �' COlIt1C1I h
PINK - FINANCE 585T � C I TY OF SA I NT PAU L �/oc.
LiLUERV - MAVORTMENT i F1Ie NO• �� � -
Council Resolution q
Presented By I
Referred To I Committee: Date
Out of Committee B Date
I ACCEPTING BID ON SALE OF
$5,500 000 GENERAL OBLIGATION WARNER/SHEPARD ROAD
� BONDS, ERIES 1989D, PROVIDING FOR THEIR ISSUANCE,
LEVYING A TAX FOR THE PAYMENT THEREOF
WH�REAS, the Director, Department of Finance
and Manageme�t Services, has presented affidavits showing
publication �f notice of the sale of $5, 500 , 000 General
Obligation W�rner/Shepard Road Bonds, Series 1989D (the
"Bonds" ) , oflthe City of Saint Paul, Minnesota (the "City" ) ,
for which bi s were to be considered at this meeting in
accordance w' th Resolution No. 89-14 adopted by this Council
on January 1 , 1989, and approved by the Mayor on January
18 , 1989 ; an the affidavits have been examined, have been '
found to com ly with the provisions of Minnesota Statutes,
Chapter 475, and have been approved and ordered placed
on file; andi
WH REAS, the bids set forth on Exhibit A attached
hereto were received pursuant to the Official Terms of
Offering by the Director, Department of Finance and Management
Services, a the offices of Springsted Incorporated at
2 : 00 P.M. , �entral Time, on February 13, 1989 ; and
COUNCIL MEMBERS Requested by Department of:
Yeas , Nays
, Dimond Finance and Management ervices
� t,ong I In Favor i
Goswitz �
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s�be ne� � _ Against By ,' �`� n,
Sonnen `�
Wilson I
Form Approved by City Attorney
Adopted by Council: �ate
Certified Passed' by CounciliSecretary BY
By �
A►pproved by Mavor: Date I Appr ve by Mayor for missi n �o Council
By
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WHER�IAS, the Director, Department of Finance and
Management Ser�±ices, has advised this Council that the bid of
Piper, Jaffray �& Hopwood Incorporated was found to be the most
advaiitageous a�hd has recommended that said bid be accepted;
and
. WHER,�AS, the proceeds of the Bonds will finance the
reconstruction of Shepard Road and Warner Road, for which the
City is proce�ding pursuant to its Charter and Laws of
Minnesota for ;1988, Chapter 686 ; and
WHE�tEAS, the City has heretofore issued registered
obligations i� certificated form, and incurs substantial costs
associated with their printing and issuance, and substantial
continuing tr�nsaction costs relating to their payment,
transfer and iexchange; and
WHF�REAS, the City has determined that significant
savings in t�ansaction costs will result from issuing bonds in
"global book entry form" , by which bonds are issued in
certificated; form in large denominations, registered on the
books of the� City in the name of a depository or its nominee,
and held in {�afekeeping and immobilized by such depository,
and such deppsitory as part of the computerized national
securities c;learance and settlement system (the "National
System" ) re isters transfers of ownership interests in the
bonds by ma�ing computerized book entries on its own books and
distributes ;payments on the bonds to its Participants shown on
its books a� the owners of such interests; and such
Participant� and other banks, brokers and dealers
participati#�g in the National System will do likewise (not as
agents of t�e City) if not the beneficial owners of the bonds;
and
�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
k�IHEREAS, Midwest Securities Trust Company, a limited
purpose tr��ust company organized under the laws of the State of
Illinois, ior any of its successors or successors to its func-
tions her�under ( the "Depository" ) , will act as such deposi-
tory with ;respect to the Bonds except as set forth below, and
there is l�efore this Council a form of letter agreement (the
"Depository Letter Agreement" ) setting forth various matters
relating to the Depository and its role with respect to the
Bonds; and
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'ver the Bonds in the form
WHE IEAS, the City will deli
of one certif�cate per maturity, each representing the entire
principal amo�}nt of the Bonds due on a particular maturity
date (each a ''Global Certificate" ) , which single certificate
per maturity may be transferred on the City' s bond register as
required by t�he Uniform Commercial Code, but not exchanged for
smaller denom�nations unless the City determines to issue
Replacement Bpnds as provided below; and
WHEIREAS, the City will be able to replace the
Depository or under certain circumstances to abandon the
"global book�entry form" by permitting the Global Certificates
to be exchanged for smaller denominations typical of ordinary
bonds regist�red on the City' s bond register; and "Replacement
Bonds" means ; the certificates representing the Bonds so
authenticate�l and delivered by the Bond Registrar pursuant to
paragraphs 6� and 12 hereof; and
WH�REAS, "Holder" as used herein means the person in
whose name aj Bond is registered on the registration books of
the City mai'ntained by the City Treasurer or a successor
registrar appointed as provided in paragraph 8 (the "Bond
Registrar" ) �
N�W, THEREFORE, BE IT RESOLVED by the Council of the
City of Sait�t Paul, Minnesota, as follows :
1'. Acce tance of Bid. The bid of Piper, Jaffray &
Hopwood Inc�orporated (the "Purchaser" ) to purchase $5,500, OQ0
General Obl;�igation Warner/Shepard Road Bonds , Series 1989D, of
the City (t{he "Bonds" , or individually a "Bond" ) , in
accordance with the Official Terms of Offering for the bond
sale, at tlne rates of interest hereinafter set forth, and to
pay for th� Bonds the sum of $5,434,000, 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, iis directed to retain the deposit of the Purchaser
and to fo�thwith return to the unsuccessful bidders their good
faith chec�ks or drafts .
� 2 . Title; Original Issue Date; Denominations;
Maturitie� . The Bonds shall be titled "General Obligation
Warner Sh, �ard Road Bonds, Series 1989D" , shall be dated
March 1 , �1989 , as the date of original issue and shall be
issued fojrthwith on or after such date as fully registered
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bonds . The B�hnds shall be numbered from R-1 upward. Global
Certificates �hall each be in the denomination of the entire
principal amo�nt maturing on a single date. Replacement
Bonds, if issµed as provided in paragraph 6 , shall be in the
denomination bf $5 , 000 each or in any integral multiple
thereof of a �Single maturity. The Bonds shall mature, without
option of prel�ayment, on March 1 in the years and amounts as
follows :
I Amount
Yea,r Amount Year
199!0 $410, 000 1995 $555,000
19911 435, 000 1996 595,000
19�2 460, 000 1997 635,000
19 3 490, 000 1998 675,000
19�4 520, 000 1999 725, 000
3 . � Purpose. The Bonds shall provide funds to
reconstruct �hepard Road and Warner Road, excluding the
development �f a grade-separated interchange at the
intersection, of Shepard and Chestnut roads (the "Improve-
ments" ) , in the City. The proceeds of the Bonds shall be
deposited an�l used as provided in paragraph 17, for the
purpose desc�ribed by Laws of Minnesota for 1988, Chapter 686 .
The total co�st of the Improvements, which shall include all
costs enumeriated in Minnesota Statutes, Section 475 .65, is
estimated toi be at least equal to the amount of the Bonds.
Work on the �Improvements shall proceed with due diligence to
completion. �
4 .� Interest. The Bonds shall bear interest payable
semiannuall�} on March 1 and September 1 of each year (each,
an "InteresL+ Payment Date" ) , commencing September 1, 1989,
calculated �n the basis of a 360-day year of twelve 30-day
months, at �he respective rates per annum set forth opposite
the maturit years as follows:
Maturi�y Interest Maturity Interest
Year Rate Year Rate
19901 6 .50� 1995 6 .65�
1991' 6 . 50 1996 6 . 70
1992i 6 .50 1997 6 .75
1993� 6 .55 1998 6 . 80
1994; 6 . 60 1999 6 . 90
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5 . ! Descri tion of the Global Certificates and
Global Book-$ntry System. Upon their original issuance the
Bonds will b� issued in the form of a single Global Certifi-
cate for eactn maturity, deposited with the Depository by the
Purchaser and immobilized as provided in paragraph 6 . No
beneficial o�ners of interests in the Bonds will receive
certificatesirepresenting their respective interests in the
Bonds except; as provided in paragraph 6 . Except as so
provided, du,�ing the term of the Bonds, beneficial ownership
(and subsequ�nt transfers of beneficial ownership) of
interests in� the Global Certificates will be reflected by book
entries made�� on the records of the Depository and its
Participants� and other banks, brokers, and dealers partici-
pating in t;hie National System. The Depository' s book entries
of beneficia�l ownership interests are authorized to be in
increments of $5, 000 of principal of the Bonds, but not
smal.ler inc�ements , despite the larger authorized
denominatior�s of the Global Certificates . Payment of
principal o�, premium, if any, and interest on the Global
Certificate� will be made to the Bond Registrar as paying
agent, and �.n turn by the Bond Registrar to the Depository or
its nominee � as registered owner of the Global Certificates,
and the Dep�sitory according to the laws and rules governing
i.t will rec�ive and forward payments on behalf of the
beneficial owners of the Global Certificates .
Paymenit of principal of, premium, if any, and interest on
a Global Ce,�tificate may in the City' s discretion be made by
such other �nethod of transferring funds as may be requested by
the Holder ;of a Global Certificate.
6j . Immobilization of Global Certificates by the
Depository;i Successor Depository; Replacement Bonds . Pursuant
to the req�est of the Purchaser to the Depository, which
request is !required by the Official Terms of Offering, immedi-
ately upon �the original delivery of the Bonds the Purchaser
will depos�.t the Global Certificates representing all of the
Bonds withithe Depository. The Global Certificates shall be
in typewri�ten form or otherwise as acceptable to the
Depository� shall be registered in the name of the Depository
or its nom�nee and shall be held immobilized from circulation
at the off�ces of the Depository on behalf of the Purchaser
and subseq�uent bondowners . The Depository or its nominee will
be the sol�e holder of record of the Global Certificates and no
investor o�r other party purchasing, selling or otherwise
transferriing ownership of interests in any Bond is to receive,
hold or d�liver any bond certificates so long as the
Depository� holds the Global Certificates immobilized from
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circulation, � except as provided below in this paragraph and in
paragraph 121.
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Certifi�Cates evidencing the Bonds may not after their
original del,ivery be transferred or exchanged except:
I( i) Upon registration of transfer of ownership of
a Globajl Certificate, as provided in paragraph 12,
(�ii) To any successor of the Depository (or its
nominee�) or any substitute depository (a "substitute
depositiory" ) designated pursuant to clause ( iii) of this
subpar�graph, provided that any successor of the
Deposit�ory or any substitute depository must be both a
"clearing corporation" as defined in the Minnesota
Unifor� Commercial Code at Minnesota Statutes,
Sectio 336 . 8-102, and a qualified and registered
"clear' ng agency" as provided in Section 17A of the
Securi ies Exchange Act of 1934, as amended,
( i�ii) To a substitute depository designated by and
accepta�ble to the City upon (a) the determination by the
Deposi ory that the Bonds shall no longer be eligible for
� its de ository services or (b) a determination by the
City t at the Depository is no longer able to carry out
its fur�ctions , provided that any substitute depository
must b� qualified to act as such, as provided in clause
( ii) o this subparagraph, or
iv) To those persons to whom transfer is
requesi�ed in written transfer instructions in the event
that:
(a) the Depository shall resign or discontinue
i�s services for the Bonds and the City is unable to
1 ' cate a substitute depository within two (2 ) months
f llowing the resignation or determination of non-
e igibility, or
� (b) upon a determination by the City in its
s�le discretion that ( 1) the continuation of the
bQok-entry system described herein, which precludes
tk�e issuance of certificates (other than Global
C�ertificates) to any Holder other than the
D�pository (or its nominee) , might adversely affect
t e interest of the beneficial owners of the Bonds,
o;r ( 2 ) that it is in the best interest of the
bleneficial owners of the Bonds that they be able to
ojbtain certificated bonds,
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in eit�er of which events the City shall notify Holders
of its determination and of the availability of
certif�cates (the "Replacement Bonds " ) to Holders
requesting the same and the registration, transfer and
exchange of such Bonds will be conducted as provided in
paragr�phs 9B and 12 hereof .
Ijn the event of a succession of the Depository as
may be authbrized by this paragraph, the Bond Registrar upon
presentatio� of Global Certificates shall register their
transfer tolthe substitute or successor depositories, and the
substitute pr successor depository shall be treated as the
Depository ifor all purposes and functions under this
resolution. The Depository Letter Agreement shall not apply
to a substi!tute or successor depository unless the City and
the substit!ute or successor depository so agree, and a similar
ayreement in'ay be entered into.
7I. No Redemption. The Bonds shall not be subject
to redempti�on and prepayment prior to their maturity.
f�. Bond Registrar. The Treasurer of the City is
appointed tlo act as bond registrar and transfer agent with
respect to 'Ithe Bonds (the "Bond Registrar" ) , and shall do so
unless and until a successor Bond Registrar is duly appointed.
A successo Bond Registrar shall be an officer of the City or
a bank or �rust company eligible for designation as bond
registrar �iursuant to Minnesota Statutes, Chapter 475, and may
be appointed pursuant to any contract the City and such
successor �ond Registrar shall execute which is consistent
herewith. IThe Bond Registrar shall also serve as paying agent
unless and ;until a successor paying agent is duly appointed.
Principal �nd interest on the Bonds shall be paid to the
Holders (o record holders) of the Bonds in the manner set
forth in tl�e forms of Bond and paragraph 14 of this
resolution�
. Forms of Bond. The Bonds shall be in the form
of Global ertificates unless and until Replacement Bonds are
made avail ble as provided in paragraph 6 . Each form of bond
may contai such additional or different terms and provisions
as to the �orm of payment, record date, notices and other
matters as are consistent with the Depository Letter Agreement
and approv�d by the City Attorney.
�,. Global Certificates . The Global Certificates,
together w�th the Certificate of Registration, the form of
Assignmentland the registration information thereon, shall be
in substan ially the following form and may be typewritten
rather tha�i printed:
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UNITED STATES OF AMERICA
' STATE OF MINNESOTA
RAMSEY COUNTY
' CITY OF SAINT PAUL
R- ' $
�ENERAL OBLIGATION WARNER�SHEPARD ROAD
BOND, SERIES 1989D
INTEREST � MATURITY DATE OF
RA'I'E DATE ORIGINAL ISSUE CUSIP
March 1, 199 March 1, 1989
REGISTERED O�NER:
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 thlat it is indebted and for value received promises
to pay to th� registered owner specified above or on the
certificate pf registration below, or registered assigns,
without opti�on of prepayment, in the manner hereinafter set
forth, the p' incipal amount specified above, on the maturity
date specifi d above, and to pay interest thereon semiannually
on March 1 a d September 1 of each year (each, an "Interest
Payment Date" ) , commencing September 1, 1989, at the rate per
annum specif'ied above (calculated on the basis of a 360-day
year of twel�e 30-day months) until the principal sum is paid
or has been rovided 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 Bon are payable by check or draft in next day funds
or its equivalent (or by wire transfer in immediately
available funds if payment in such form is necessary to meet
the timing equirements below) upon presentation and surrender
hereof at t e principal office of the Treasurer of the Issuer
in Saint Pawl, Minnesota (the "Bond Registrar" ) , acting as
paying agent, or any successor paying agent duly appointed by
the Issuer. Interest on this Bond will be paid on each
Interest Payment Date by check or draft in next day funds or
its equival�nt mailed (or by wire transfer in immediately
available fwnds if payment in such form is necessary to meet
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the timing r�quirements below) to the person in whose name
this Bond is registered (the "Holder" or "Bondholder" ) on the
registration books of the Issuer maintained by the Bond
Registrar an at the address appearing thereon at the close of
business on he fifteenth calendar day preceding such Interest
Payment Date (the "Regular Record Date" ) . Interest payments
shall be rec�ived by the Holder no later than 12 :00 noon,
Chicago, Illinois, time; and principal and premium payments
shall be received by the Holder no later than 12 : 00 noon,
Chicago, Ill�.nois, time, if the Bond is surrendered for
payment enou h in advance to permit payment to be made by such
time. Any i terest not so timely paid shall cease to be
payable to t e person who is the Holder hereof as of the
Regular Record Date, and shall be payable to the person who is
the Holder hereof at the close of business on a date (the
"Special Recprd Date" ) fixed by the Bond Registrar whenever
money become available for payment of the defaulted interest.
Notice of th Special Record Date shall be given to
Bondholders ot less than ten days prior to the Special Record
Date. The p incipal of and premium, if any, and interest on
this Bond ar� payable in lawful money of the United States of
America. '
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, or' the city where the principal office of the Bond
Registrar is located are authorized by law or executive order
to close, th�n the date for such payment shall be the next
succeeding d y which is not a Saturday, Sunday, legal holiday
or a day on 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 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 $5,500, 000,
all of like ate of original issue and tenor, except as to
number, matuirity, interest rate, and denomination, which Bond
has been issued pursuant to and in full conformity with the
Constitutionland 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
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reconstruct Shepard Road and Warner Road in the City. This
Bond is payab]�e out of the General Debt Service Fund of the
Issuer. This 'Bond constitutes a general obligation of the
Issuer, and tq provide moneys for the prompt and full payment
of its princi�al, premium, if any, and interest when the same
become due, the full faith and credit and taxing powers of the
Issuer have b�en and are hereby irrevocably pledged.
Denominations • Exchan e• Resolution. The Bonds are
issuable orig nally only as Global Certificates in the
denomination f the entire principal amount of the issue
maturing on a single date. Global Certificates are not
exchangeable �or fully registered bonds of smaller
denominations except in exchange for Replacement Bonds if then
available. R�placement Bonds, if made available as provided
below, are is uable solely as fully registered bonds in the
denominations�of $5, 000 and integral multiples thereof of a
single maturiity and are exchangeable for fully registered
Bonds of othe� authorized denominations in equal aggregate
principal amo nts at the principal office of the Bond
Registrar, bu only in the manner and subject to the
limitations p ovided in the Resolution. Reference is hereby
made to the R solution for a description of the rights and
duties of theiBond Registrar. Copies of the Resolution are on
file in the p$incipal office of the Bond Registrar.
Rep�.acement Bonds . Replacement Bonds may be issued
by the Issuer in the event that:
(a) the Depository shall resign or discontinue its
services�for the Bonds, and only if the Issuer is unable
to locat a substitute depository within two (2 ) monLhs
followin the resignation or determination of non-
eligibil�ty, or
(b) , upon a determination by the Issuer in its sole
discreti n that ( 1) the continuation of the book-entry
system d�scribed in the Resolution, which precludes the
issuance' of certificates (other than Global Certificates)
to any H�lder other than the Depository (or its nominee) ,
might adversely affect the interest of the beneficial
owners oi the Bonds, or ( 2 ) that it is in the best
interest of the beneficial owners of the Bonds that they
be able to obtain certificated bonds .
Tra sfer. This Bond shall be registered in the name
of the payee n the books of the Issuer by presenting this
Bond for regi�stration to the Bond Registrar, who will endorse
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his, her or itslname and note the date of registration
opposite the na�ne of the payee in the certificate of
registration at�tached hereto. Thereafter this Bond may be
transferred by �delivery with an assignment duly executed by
the Holder or is, her or its legal representatives, and the
Issuer and Bon�. Registrar may treat the Holder as the person
exclusively en�itled to exercise all the rights and powers of
an owner until �this Bond is presented with such assignment for
registration o� transfer, accompanied by assurance of the
nature provideq� by law that the assignment . is genuine and
effective, and � until such transfer is registered on said books
and noted here�n by the Bond Registrar, all subject to the
terms and cond�tions provided in the Resolution and to
reasonable reg�ilations of the Issuer contained in any
agreement with�, or notice to, the Bond Registrar. Transfer of
this Bond may, � at the direction and expense of the Issuer, be
subject to cer' ain other restrictions if required to qualify
this Bond as b ing "in registered form" within the meaning of
Section 149 (a) of the federal Internal Revenue Code of 1986,
as amended.
Fees� upon Transfer or Loss . The Bond Registrar may
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require payme t of a sum sufficient to cover any tax or other
governmental c�harge payable in connection with the transfer or
exchange of tY�is Bond and any legal or unusual costs regarding
transfers and � lost. Bonds .
Tre�tment of Registered Owner. The Issuer and Bond
Registrar ma�treat the person in whose name this Bond is
registered asithe owner hereof for the purpose of receiving
payment as he ein provided (except as otherwise provided with
respect to th Record Date) and for all other purposes,
whether or no this Bond shall be overdue, and neither the
Issuer nor th�e Bond Registrar shall be affected by notice to
the contrary.�
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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.
No ualified Tax-Exem t Obli ations . The Bonds
have not bee designated by the Issuer as "qualified
tax-exempt o�ligations" for purposes of Section 265(b) ( 3) of
the federal �nternal Revenue Code of 1986, as amended.
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�� IT IS HEREBY CERTIFIED AND RECITED that all acts,
conditions and things required by the Constitution and laws of
the State', of Minnesota and the Charter of the Issuer to be
done, to happen and to be performed, prec:edent to and in the
issuance of this Bond, have been done, have happened and have
been perfc�rmed, in regular and due form, time and manner as
required l�y law, and this Bond, together with all other debts
of the Is�uer outstanding on the date of original issue hereof
and on tha date of its issuance and delivery to the original
purchaser,', does not exceed any constitutional or statutory or
Charter liknitation of indebtedness .
�N WITNESS WHEREOF, the City of Saint Paul, Ramsey
County, Mi�nesota, by its City Council has caused this Bond to
be sealed �ith its official seal and to be executed on its
behalf by $he photocopied facsimile signature of its Mayor,
attested b�r the photocopied facsimile signature of its Clerk,
and counte�signed by the photocopied facsimile signature of
its Directd,r, Department of Finance and Management Services .
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Date of Regist=ation: Registrable by:
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Payable at:
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�' ITY OF SAINT PAUL
BOND REGISTRAR, S C ,
CERTIFICATE OF� RAMSEY COUNTY, MINNESOTA
AUTHENTICATION�
This Bond is oine of the
Bonds describe,'d in the
Resolution mer�tioned Mayor
within. j
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Attest.
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, City Clerk
Bond Registra� �
By � Countersigned:
Authorized ignature
Director, Department of Finance
� and Mana ement Services
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General Oblic�ation Warner�Shepard Road Bond, Series 1989D, No.
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CERTIFICATE OF REGISTRATION
The transfer qf ownership of the principal amount of the
attached Bond! may be made only by the registered owner or his,
her or its le�al representative last noted below.
DATE OF SIGNATURE OF
REGI5TRATION ' REGISTERED OWNER BOND REGISTRAR
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ABBREVIATIONS
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The follc�wing abbreviations, when used in the inscription
on the face o�' this Bond, shall be const7�ued as though they
were written out in full according to applicable laws or
regulations : I
TEN COM - as �enants in common
TEN ENT - as t�enants by the entireties
JT TEN - as j�int tenants with right of survivorship
and rnot as tenants in common
UTMA - as custodian for
(Cus ) (Minor)
under �he Uniform Transfers to Minors Act
(State)
Adc�itional abbreviations may also be used
though not in the above list.
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ASSIGNMENT
eceived the undersi ned hereb sells,
Fo� value r , g Y
assigns and �ransfers unto
the within Bond and does
hereby irrevpcably 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:
Nbtice: The assi nor' s si nature to this
9 g
assignment must correspond with the name
as it appears upon the face of the within
; Bond in every particular, without
alteration or an chan e whatever.
Y 9
Signature G,'uaranteed:
Signature( s) must be guaranteed by a national
bank or trust
company or �by a brokerage firm having a membership in one of
the major stock exchanges .
�'he Bond Registrar will not effect transfer of this
Bond unless the information concerning the transferee
requested �elow is provided.
Name and Ajddress:
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Include information for all 'oint owners
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if the Bond is held by joint account. )
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B. Replacement Bonds . If the City has notified
Holders that Replacement Bonds have been made available as
provided in paragraph 6, then for every Bond thereafter
transferred or exchanged the Bond Registrar shall deliver a
certificate in the form of the Replacement Bond rather than
the Global Certificate, but the Holder of a Global Certificate
shall not oth�erwise be required to exchange the Global Certif-
icate for one or more Replacement Bonds since the City recog-
nizes that some bondholders may prefer the convenience of the
Depository' s registered ownership of the Bonds even though the
entire issue is no longer required to be in global book-entry
form. The Replacement Bonds, together with the Bond
Registrar ' s Certificate of Authentication, the form of
Assignment an�d the registration information thereon, shall be
in substantially the following form:
17
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
R- ' $
C�ENERAL OBLIGATION WARNER�SHEPARD ROAD
BOND, SERIES 1989D
INTEREST ' MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
March 1, 1989
REGISTERED OWINER:
PRINCIPAL AMO�UNT: DOLLARS
KN0�1 ALL PERSONS BY THESE PRE5ENTS that the City of
Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City" ) ,
certifies tha't it is indebted and for value received promises
to pay to the registered owner specified above, or registered
assigns, withbut option of prepayment, in the manner
hereinafter s'�et forth, the principal amount specified above,
on the maturi�y date specified above, and to pay interest
thereon semia nually on March 1 and September 1 of each year
(each, an "In;�terest Payment Date" ) , commencing September 1,
1989 , at the rate per annum specified above (calculated on the
basis of a 36 -day year of twelve 30-day months ) until the
principal sum�is paid or has been provided for. This Bond
will bear intlerest from the most recent Interest Payment Date
to which interest has been paid or, if no interest has been
paid, from th date of original issue hereof . The principal
of and premiu�n, if any, on this Bond are payable upon
presentation �nd surrender hereof at the principal office of
, in ,
(the "Bond Registrar" ) , acting as paying
agent, or any successor paying agent duly appointed by the
Issuer. Inte est on this Bond will be paid on each Interest
Payment Date by check or draft mailed to the person in whose
name this Bon�1 is registered (the "Holder" or "Bondholder" ) on
the registrat�ion books of the Issuer maintained by the Bond
Registrar andlat the address appearing thereon at the close of
business on t�e fifteenth calendar day preceding such Interest
Payment Date (the "Regular Record Date" ) . Any interest not so
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timel.y 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 th�e person who is the Holder hereof at the close of
business on al date (the "Special Record Date" ) fixed by the
Bond Registr r whenever money becomes available for payment of
the defaulted� interest. Notice of the Special Record Date
shall be giv n to Bondholders not less than ten days prior to
the Special �ecord Date. The principal of and premium, if
any, and interest on this Bond are payable in lawful money of
the United States of America.
REF�RENCE IS HEREBY MADE TO THE FURTHER PROVISIONS
OF THIS BOND �SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS
SHALL FOR ALLIPURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
HERE.
IT S 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 t is Bond, have been done, have happened and have
been performe , in regular and due form, time and manner as
required by liw, and this Bond, together with all other debts
of the Issuer outstanding on the date of original issue hereof
and on the date of its issuance and delivery to the original
purchaser, do�s not exceed any constitutional or statutory or
Charter lin�it�tion of indebtedness .
IN WITNESS 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 .
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Date of Regist�ation: Registrable by:
Payable at:
BOND REGISTRARi' S CITY OF SAINT PAUL,
CERTIFICATE OF RAMSEY COUNTY, MINNESOTA
AUTHENTICATIONI
This Bond is o�e of the
Bonds describe�l in the
Resolution men�tioned May�r
within.
Attest:
, City Clerk
Bond Registrar
By � Countersigned:
Authorized ignature
Director, Department of Finance
and Management Services
�SE�) i
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ON REVER5E OF BOND
Date of Payment Not Business Day. If the date for
payment of the�principal of, premium, if any, or interest on
this Bond shall be a Saturday, Sunday, legal holiday or a day
on which banki�g institutions in the City of Chicago,
Illinois, or t e city where the principal office of the Bond
Registrar is 1pcated are authorized by law or executive order
to close, thenithe date for such payment shall be the next
succeeding dayI which is not a Saturday, Sunday, legal holiday
or a day on whlich such banking institutions are authorized to
close, and paY{�ent on such date shall have the same force and
effect as if m�de on the nominal date of payment.
No R dem tion. The Bonds of this issue are not
subject to red�mption and prepayment prior to their maturity.
Issu nce• Pur ose• General Obli ation. This Bond is
one of an issu in the total principal amount of $5,500,000,
all of like da�e of original issue and tenor, except as to
number, maturi y, interest rate, and denomination, which Bond
has been issue� pursuant to and in full conformity with the
Constitution a d laws of the State of Minnesota, including
particularly L ws of Minnesota for 1988, Chapter 686, and the
Charter of the�Issuer, and pursuant to a resolution adopted by
the City Council of the Issuer on February 14, 1989 (the
"Resolution" ) , for the purpose of providing money to
reconstruct Sh�pard Road and Warner Road in the City. This
Bond is payabl� 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�l, 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.
Deno inations • Exchan e• Resolution. The Bonds are
issuable solel as fully registered bonds in the denominations
of $5, 000 and ntegral multiples thereof of a single maturity
and are exchan�eable for fully registered Bonds of other
authorized den minations in equal aggregate principal amounts
at the princip 1 office of the Bond Registrar, but only in the
manner and sub�ect to the limitations provided in the
Resolution. R�ference is hereby made to the Resolution for a
description of the rights and duties of the Bond Registrar.
Copies of the I�esolution are on file in the principal office
of the Bond Rec�istrar.
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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 a d surrender hereof to the Bond Registrar, all
subject to the terms and conditions provided in the Resolution
and to reasona le 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 ard deliver, in exchange for this Bond, one or
more new fully registered Bonds in the name of the transferee
(but not regis ered in blank or to "bearer" or similar
designation) , f an authorized denomination or denominations,
in aggregate p incipal amount equal to the principal amount of
this Bond, of he same maturity and bearing interest at the
same rate. Wh never ownership of this Bond should be
transferred un er any other circumstances or be registered in
nominee name o ly, the registered owner of the Bond shall, if
and to the ext nt required to qualify this Bond as being "in
registered for " within the meaning of Section 149(a) of the
federal Intern 1 Revenue Code of 1986 , as amended, and at the
direction and xpense of the Issuer, maintain for the Issuer a
record of the ctual owner of the Bonds .
Fees u on Transfer or Loss . The Bond Registrar may
require paymen of a sum sufficient to cover any tax or other
governmental c arge payable in connection with the transfer or
exchange of th' s Bond and any legal or unusual costs regarding
transfers and ost Bonds .
Trea ment of Re istered Owner. The Issuer and Bond
Registrar may reat the person in whose name this Bond is
registered as he owner hereof for the purpose of receiving
payment as her in provided (except as otherwise provided on
the reverse si e hereof with respect to the Record Date) and
for all other urposes, whether or not this Bond shall be
overdue, and n ither the Issuer nor the Bond Registrar shall
be affected by notice to the contrary.
Auth ntication. This Bond shall not be valid or
become obligatory for any purpose or be entitled to any
security unles the Certificate of Authentication hereon shall
have been exec ted by the Bond Registrar.
Not ualified Tax-Exem t Obli ations . The Bonds
have not been esignated by the Issuer as "qualified
tax-exempt obl ' gations" for purposes of Section 265(b) ( 3) of
the federal In ernal Revenue Code of 1986 , as amended.
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I ABBREVIATIONS
The following abbreviations, when used in the
inscription o the face of this Bond, shall be construed as
though they w re written out in full according to applicable
laws or regul tions :
TEN COM - as enants in common
TEN ENT - as enants by the entireties
JT TEN - as j int tenants with right of survivorship
and ot as tenants in common
UTMA - as custodian for
(Cus, ) (Minor)
under !the Uniform Transfers to Minors Act
(State)
Ad�itional abbreviations may also be used
', though not in the above list.
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I A5SIGNMENT
For alue received, the undersigned hereby sells,
assigns and tr 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 .
Dated:
Noti�e: 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 Guara�nteed:
Signature(s) mist be guaranteed by a national bank or trust
company or by � brokerage firm having a membership in one of
the major stocl� exchanges .
The Bond Registrar will not effect transfer of this
Bond unless thel information concerning the transferee
requested below�l is provided.
Name and Addres�s :
( Include information for all joint owners
if the Bond is held by joint account. )
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10 . 1 Execution. The Bonds shall be executed on
behalf of thelCity 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 mayjbe a printed or photocopied facsimile; and
provided furt�'her that any of such signatures may be printed or
photocopied �acsimiles and the corporate seal may be omitted
on the Bondslas permitted by law. In the event of disability
or resignatic�n or other absence of any such officer, the Bonds
may be signed by the manual or facsimile signature of that
officer who �nay act on behalf of such absent or disabled
officer. Inlcase any such officer whose signature or
facsimile of; whose signature shall appear on the Bonds shall
cease to be ;such officer before the delivery of the Bonds,
such signatujre or facsimile shall nevertheless be valid and
sufficient �or all purposes, the same as if he or she had
remained injoffice until delivery.
1� . Authentication; Date of Registration. No Bond
shall be va�id or obligatory for any purpose or be entitled to
any securit� or benefit under this resolution unless a
Certificatelof Authentication on such Bond, substantially in
the form he�einabove set forth, shall have been duly executed
by an autho�ized representative of the Bond Registrar.
Certificatels of Authentication on different Bonds need not be
signed by t�'he same person. The Bond Registrar shall authenti-
cate the si;gnatures of officers of the City on each Bond by
execution qf the Certificate of Authentication on the Bond and
by insertir�g as the date of registration in the space provided
the date oM which the Bond is authenticated. For purposes of
delivering; the original Global Certificates to the Purchaser,
the Bond R�gistrar shall insert as the date of registration
the date o�f original issue, which date is March 1, 1989 . The
Certificat� of Authentication so executed on each Bond shall
be conclusjive evidence that it has been authenticated and
deliveredjunder this resolution.
112 . Registration; Transfer; Exchange. The City
will caus� to be kept at the principal office of the Bond
Registrarla bond register in which, subject to such reasonable
regulatio�s as the Bond Registrar may prescribe, the Bond
Registrar; shall provide for the registration of Bonds and the
registrat,�on of transfers of Bonds entitled to be registered
or transfjerred as herein provided.
�I A Global Certificate shall be registered in the name
of the pa�yee on the books of the Bond Registrar by presenting
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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 opp site the name of the payee in the certificate of
registration on the Global Certificate. Thereafter a Global
Certificate ay be transferred by delivery with an assignment
duly execute by the Holder or his, her or its legal repre-
sentative, a d the City and Bond Registrar may treat the
Holder as th person exclusively entitled to exercise all the
rights and pbwers of an owner until a Global Certificate is
presented wilth such assignment for registration of transfer,
accompanied by assurance of the nature provided by law that
the assignment is genuine and effective, and until such
_ transfer is registered on said books and noted thereon by the
Bond Registrar, all subject to the terms and conditions
provided in the Resolution and to reasonable regulations of
the City con ained in any agreement with, or notice to, the
Bond Registr r.
Tr nsfer of a Global Certificate may, at the
direction an expense of the City, be subject to other
restrictions if required to qualify the Global Certificates as
being "in re istered form" within the meaning of Section
149 (a) of th federal Internal Revenue Code of 1986, as
amended.
Up n surrender for transfer of any Replacement Bond
at the princ 'pal office of the Bond Registrar, the City shall
execute ( if ecessary) , and the Bond Registrar shall
. authenticate� insert the date of registration (as provided in
paragraph 111,) of, and deliver, in the name of the designated
transferee oir transferees, one or more new Replacement Bonds
of any authokized denomination or denominations of a like
aggregate principal amount, having the same stated maturity
and interest rate, as requested by the transferor; provided,
however, tha� no bond may be registered in blank or in the
name of "bea�er" or similar designation. Whenever ownership
of any Repla ement Bonds should be transferred without
surrender of the Replacement Bond for transfer or should be
registered i nominee name only, the registered owner� of the
Replacement ond shall, if and to the extent required to
preserve the exclusion from gross income of the interest on
the Bonds an at the direction and expense of the City,
maintain for the City a record of the actual owner of the
Replacement ond.
At the option of the Holder of a Replacement Bond,
Replacement onds may be exchanged for Replacement Bonds of
any authoriz d denomination or denominations of a like
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aggregate prjincipal amount and stated maturity, upon surrender
of the Repla�Cement Bonds to be exchanged at the principal
office of tY�e Bond Registrar. Whenever any Replacement Bonds
are so surr�ndered for exchange, the City shall execute ( if
necessary) , ;and. the Bond Registrar shall authenticate, insert
the date ofiregistration of, and deliver the Replacement Bonds
which the Hdlder making the exchange is entitled to receive.
Global Cert�ficates may not be exchanged for Global
Certificate� of smaller denominations .
A�1 Bonds surrendered upon any exchange or transfer
provided fo� in this resolution shall be promptly cancelled by
the Bond Registrar and thereafter disposed of as directed by
the City. ;
A,'ll Bonds delivered in exchange for or upon transfer
of Bonds sY�'all be valid general obligations of the City
evidencing ;the same debt, and entitled to the same benefits
under this ;resolution, as the Bonds surrendered for such
exchange o� transfer.
�very Bond presented or surrendered for transfer or
exchange sl�all be duly endorsed or be accompanied by a written
instrument � of transfer, in form satisfactory to the Bond
Registrar, iduly executed by the holder thereof or his, her or
its attorn�y duly authorized in writing.
�'he Bond Registrar may require payment of a sum
sufficient� to cover any tax or other governmental charge
payable iniconnection with the transfer or exchange of any
Bond and a�ny legal or unusual costs regarding transfers and .
lost Bonds�.
�Transfers shall also be subject to reasonable
regulatior�s of the City contained in any agreement with, or
notice to� the Bond Registrar, including regulations which
permit th� Bond Registrar to close its transfer books between
record da�es and payment dates .
i13 . Riqhts Upon Transfer or Exchange. Each Bond
delivered� upon transfer of or in exchange for or in lieu of
any otheriBond shall carry all the rights to interest accrued
and unpai�l, and to accrue, which were carried by such other
Bond. i
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Global C rtificate shall be paid as provided in the first
paragrap thereof, and interest on any Replacement Bond shall
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be paid on e�ch Interest Payment Date by check or draft mailed
to the perso in whose name the Bond is registered (the
"Holder" ) on the registration books of the City maintained by
the Bond Reg' strar, and in each case at the address appearing
thereon at t e close of business on the fifteenth ( 15th)
calendar day preceding such Interest Payment Date (the
"Regular Rec rd Date" ) . Any such interest not so timely paid
shall cease o be payable to the person who is the Holder
thereof as o the Regular Record Date, and shall be payable to
ttie person w o is the Holder thereof at the close of business
on a date (t e "Special Record Date" ) fixed by the Bond
Registrar wh never money becomes available for payment of the
defaulted iri erest. Notice of the Special Record Date shall
be given by the Bond Registrar to the Holders not less than
ten ( 10) dayS prior to the Special Record Date.
15 . Holders; Treatment of Registered Owner; Consent
of Holders .
(A) Fo� the purposes of all actions, consents and other
matters affe�ting Holders of the Bonds, other than payments,
redemptions, and purchases, the City may (but shall not be
obligated to) treat as the Holder of a Bond the beneficial
owner of the Bond instead of the person in whose name the Bond
is registere . For that purpose, the City may ascertain the
identity of he beneficial owner of the Bond by such means as
the Bond Reg' strar in its sole discretion deems appropriate,
including bu not limited to a certificate from the person in
whose name t e Bond is registered identifying such beneficial
owner.
(B) Th City and Bond Registrar may treat the person in
whose name a y Bond is registered as the owner of such Bond
for the purpose of recei.ving payment of principal of and
premium, if �ny, and interest (subject to the payment
provisions in paragraph 14 above) on, such Bond and for all
other purposes whatsoever whether or not such Bond shall be
overdue, and' neither the City nor the Bond Registrar shall be
affected by �otice to the contrary.
(C) An consent, request, direction, approval, objection
or other ins rument to be signed and executed by the Holders
may be in 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
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such consent, �e uest, direction, approval, objection or other
instrument or ¢f9the writing appointing any such agent and of
the ownership �f Bonds, if made in the following manner, shall
be sufficient �or any of the purposes of this Resolution, and
shall be concl�sive in favor of the City with regard to any
action taken b� it under such request or other instrument,
namely: �
( 1) ' The fact and date of the execution by any
person ofl any such writing may be proved by the
certifica�te of any officer in any jurisdiction who by law
has powe to take acknowledgments within such
jurisdic ion that the person signing such writing
acknowle ged before him the execution thereof, or by an
affidavi of any witness to such execution.
( 2 ) Subject to the provisions of subparagraph (A)
above, t e fact of the ownership by any person of Bonds
and the mounts and numbers of such Bonds, and the date
of the h lding of the same, may be proved by reference to
the bond register.
16 . Deliver_y; 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 hereof .
17 � Fund and Account. There is hereby created a
special acco�nt to be designated the "Warner/Shepard Road
Bonds of 198 Account" (the "Account" ) to be administered and
maintained b� the City Treasurer as a bookkeeping account
separate andiapart from all other accounts maintained in the
official fin�ancial records of the City. There has been
heretofore c�reated and established the General Debt Service
Fund (numbe�ed 960, herein the "Fund" ) . The Fund and the
Account shaL'1 each be maintained in the manner herein
specified uritil all of the Bonds and the interest thereon have
been fully �aid.
( i) Account. To the Account there shall be
c�edited the proceeds of the sale of the Bonds, less
a�crued interest received thereon, and less any
a�nount paid for the Bonds in excess of $5,434,000 .
F�om the Account there shall be paid all costs and
e�Cpenses of making the Improvements, including the
cpst of any construction contracts heretofore let
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and �11 other costs incu.rred and to be incurred of
the ind authorized in Minnesota Statutes, Section
475 . 5; and the moneys in the Account shall be used
for o other purpose except as otherwise provided by
law; provided that the proceeds of the Bonds may
also be used to the extent necessary to pay interest
on t e Bonds due prior to the anticipated date of
comm ncement of the collection of taxes herein
cove anted to be levied; and provided further that
if u on completion of the Improvements there shall
rema�in any unexpended balance in the Account, the
bala'nce may be transferred by the Council to the
func� 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
sha 1 be credited to the Fund, to a special sinking
fun account which is hereby created and established
the ein for the payment of the Bonds : (a) all
acc ued interest received upon delivery of the
Bon s; (b) all funds paid for the Bonds in excess of
$5, 34, 000; (c) any collections of all taxes which
are herein levied for the payment of the Bonds and
in erest thereon as provided in paragraph 18; (d)
all�� funds remaining in the Account after completion
of ;the Improvements and payment of the costs
th�reof, not so transferred to the account of
an�ther improvement; and (e) all investment earnings
onlmoneys held in said special account in the Fund
or; on moneys held in the Account.
Said sp�cial account created in the Fund shall be used
solely to pa�y the principal and interest and any premiums for
redemption o�f the Bonds and any other bonds of the City
heretofore o�r hereafter issued by the City and made payable
from said sp�ecial account in the Fund as provided by law, or
to pay any �ebate due to the United States . No portion of the
proceeds of �the Bonds (and any other obligations treated as
one issue w�.th the Bonds) shall be used directly or indirectly
to acquire migher yielding investments or to replace funds
which were �sed directly or indirectly to acquire higher
yielding in$estments, except ( 1 ) for a reasonable temporary
period unti� such proceeds are needed for the purpose for
which the B nds (and such other obligations) were issued, and
( 2 ) in addi�tion to the above in an amount not greater than
$100, 000 . ,To this effect, any proceeds of the Bonds (and such
other obliglations) and any sums from time to time held in the
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�'d s ecial account in the Fund or an other City
Account or sa,� p ( Y
account which, will be used to pay principal or interest to
become due on; the bonds payable therefrom) in excess of
amounts which,' under then-applicable federal arbitrage
regulations �'ay be invested without regard as to yield shall
not be invest,'ed at a yield in excess of the applicable yield
restrictions ,'imposed by said arbitrage regulations on such
investments a�fter taking into account any applicable
"temporary p�riods " or "minor portion" made available under
the federal �rbitrage regulations . In addition, the proceeds
of the Bondsiand money in the Account or the Fund shall not be
invested in �bligations or deposits issued by, guaranteed by
or insured b� the United States or any agency or instrumen-
tality thereof if and to the extent that such investment would
cause the Bo�ds to be "federally guaranteed" within the
meaning of S�ection 149 (b) of the federal Internal Revenue Code
of 1986, as �amended ( the "Code" ) .
18�. Tax Levy; Coverage Test. To provide moneys for
payment of he principal and interest on the Bonds there is
hereby levi�d upon all of the taxable property in the City a
direct annu 1 ad valorem tax which shall be spread upon the
tax rolls a d collected with and as part of other general
property ta es in the City for the years and in the amounts as
follows :
Year o�E Tax Year of Tax
Lev Collection Amount
198I8* 1989* $815, 640*
198�'9 1990 813,908
199�0 1991 810,469
19�1 1992 810,574
1g 2 1993 808, 374
19 3 1994 809,088
19 4 1995 812, 336
19�5 1996 812,477
1996 1997 809,472
1997 1998 813, 777
*heretoforje levied or provided from other available City funds
;The tax levies are such that if collected in full
they, toge�ther with estimated collections of any other
revenues l�erein pledged for the payment of the Bonds, will
produce at� least five percent (5�) in excess of the amount
needed toimeet when due the principal and interest payments on
the Bondsl The tax levies shall be irrepealable so long as
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any of the Bpnds are outstanding and unpaid, provided that the
City reserves the right and power to reduce the levies in the
manner and tb the extent permitted by Minnesota 5tatutes,
Section 475 . �1, Subdivision 3 .
19i. General Obligation Pledge. For the prompt and
full paymentlof the principal and interest on the Bonds, as
the same reslpectively become due, the full faith, credit and
taxing powe�s of the City shall be and are hereby irrevocably
pledged. I � the balance in the Fund (as defined in paragraph
17 hereof) i1s ever insufficient to pay all principal and
interest th n due on the Bonds payable therefrom, the
deficiency �hall be promptly paid out of any other funds of
the City wh�}ch are available for such purpose, including the
general func� of the City, and such other funds may be
reimbursed �ith or without interest from the Fund when a
sufficient alance is available therein.
2(� . Certificate of Registration. The Director,
Department �f Finance and Management Services, is hereby
directed to � file a certified copy of this Resolution with the
County Audi or of Ramsey County, Minnesota, together with such
other infor ation as the County Auditor shall require, and to
obtain the �ounty Auditor' s certificate that the Bonds have
been entere in the County Auditor' s Bond Register, and that
the tax lev�r required by law has been made.
2j1 . Records and Certificates . The officers of the
City are he�eby authorized and directed to prepare and furnish
to the Purc�aser, and to the attorneys approving the legality
of the issu�ance of the Bonds, certified copies of all
proceedingsl and records of the City relating to the Bonds and
to the finalncial condition and affairs of the City, and such
other affi avits, certificates and information as are required
to show th facts relating to the legality and marketability
of the Bon s as the same appear from the books and records
under thei custody and control or as otherwise known to them,
and all su h certified copies, certificates and affidavits,
including ny heretofore furnished, shall be deemed represen-
tations oflthe City as to the facts recited therein.
�2 . Neqative Covenant as to Use of Proceeds and
Im rovemen s . The City hereby covenants not to use the
proceeds o the Bonds or to use the Improvements, or to cause
or permit hem or any of them to be used, or to enter into any
deferred p yment arrangements for the cost of the Improve-
ments, in uch a manner as to cause the Bonds to be "private
activity b nds" within the meaning of Sections 103 and 141
through 15 of the Code.
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2 Tax-Exempt Status of the Bonds; Rebate. The
City shall omply with requirements necessary under the Code
to establish 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.
24 . No Designation of Qualified Tax-Exempt
Obligations . The Bonds exceed in amount those which may be
qualified as "qualified tax-exempt obligations " within the
meaning of S ction 265(b) ( 3) of the Code, and hence are not
designated f�Or such purpose.
25'. Depository Letter Agreement. The Depository
Letter Agree ent is hereby approved, and shall be executed on
behalf of th City by the Mayor, Treasurer and Director,
Department of Finance and Management Services, in substan-
tially the f rm approved, with such changes, modifications,
additions an deletions as shall be necessary and appropriate
and approved by the City Attorney. Execution by such officers
of the Depos ' tory Letter Agreement shall be conclusive
evidence as o the necessity and propriety of changes and
their approv 1 by the City Attorney. So long as i�idwest
Securities T ust Company is the Depository or it or its
nominee is t�e Holder of any Global Certificate, the City
shall comply with the provisions of the Depository Letter
Agreement, a' it may be amended or supplemented by the City
from time to time with the agreement or consent of Midwest
Securities T ust Company.
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�/1� - C�TV CLERK
PINK - FINANCE COUQCII
BLUERV - MAVORTMENT GITY OF SAINT PAUL File NO• ���/��
f
� Council Resolution
Presented By
Referred To Committee: Date
Out of Committee By Date
26. Severability. If any section, paragraph
or provision o this resolution shall be held to be invalid
or unenforceable for any reason, the invalidity or unenforce-
ability of suc section, paragraph or provision shall not
affect any of 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.
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COUNCIL MEMBERS Requested by Department of:
Yeas Nays
Dimond Financ and Ma.na ement vices
�� In Favor
co�� � _
�«� �
l� B � ��
Scheibel A g8i n s t Y
Sonnen
Wilson p� '
F�� 1 1+ �90� Form Approved by City ttor ey
Adopted by Council: ate / �j
Certified Pa ed y ouncil S et By r 2 - � '� /
gy,
.-
A►ppr d by Mavor: Dat �GD � � ��� Appro by Mayor for Submis ion t Council
B B
��g��p F F B 2 �51989
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_ WMITE - �TV CIERK. � �, � � � �t� �
C NARV -. EPARTMENr s83? GITY OF SAINT � PAUL Council � �j�-, `,�-t%
BLUE - MAVOR File NO.
� : �� ., � Council Resolution
, 5 .
Presented By � + +
Referred To Committee: Date
Out of Committee By Date
�l�SI� lI� Oi �1T.� tit
=S,5QA r 00 � t�IQL?ZO� �11D
�O�IB• 1!sl8� l�I�I�fi �� ?Q� Z�1CS,
L� � '!!�Z l�OR '!!� l�Z11'�! �
, t2i�r Director. D�pirta�t ot Finaa�
and Msaa�a Sarvfoss, tsa�e pres�nt�d atfida�rits s�nq
poblic�tiou natic� of the tala� o! ;5.54tf,d00 �aaral
t�liqatio� rj8h�pard =oad D�tuls, 8erias 1989� (tlta
"�s•a. of C3tT ot Saiat Paal, xi�sota {tbe •Cit!•).
. far �rhieb bi �er� to be c:o�ai8ar�d at this aeeting ta
uc�ordaa�s w Be�l�ti�n flo. 8l-I4 ade�pted b�► this Canacil
oa Ja�nasy 1 , ilQ9, a�! appr+cr►ed b? tIIre 11a�r oa Jaa�ary
id. 1lS�� the afli�Aavits �aw bs� �ined, l.uv�e be�a.
fo� to 1� xith tbs provisio�us of Minaosota� Statut�,
c�apt�z �TS. ax�l bava b�a ap�pro�rsd an!! ord�red placed
oa f i l�� au�d
. t� bida e�t �os�th o� �hibit � �ttacl�
hereto �►sr� ec�iv�d �rsaaat te► the Otti+cial Ta�s ot
Of f�ris� by Director, �eparts�t oi lisauce sad Il�a�es�st
8�rwic�es, at �he otiidea of Sprinqstsd I�v�c►rporatid at
2:AO F.ft. , tral Tisa►, � Ps�r�arr 13, 19a9� �d
COUNCIL MEMBERS � � '� -�~
Yeas Nays Requested by Department of:
Dimond � Nd � �tr�iRM
L.o� In Favor :
Goswitz ;��'
Rettman B : �
scheinet Against y ` ?�"
Sonnen
Wilson
Form Approved by City Attorney
Adopted by Council: D te
Certified Yassed by Council cretary By
By
A►pproved by Mavor: Date Approved by Mayor for Submission to Coancil
By By
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WHERF�AS, the Director, Department of Finance and
Management Servfices , has advised this Council that the bid of
Piper, Jaffray �& Hopwood Incorporated was found to be the most
advantageous ai1�d has recommended that said bid be accepted;
and
. WHERIA the roceeds of the Bonds will finance the
� s, p
reconstruction� of Shepard Road and Warner Road, for which the
City is procee ing pursuant to its Charter and Laws of
Minnesota for �1988, Chapter 686 ; and
WHEIEAS, the City has heretofore issued registered
. obligations ir� certificated form, and incurs substantial costs
associated wi�h their printing and issuance, and substantial
continuing tr nsaction costs relating to their payment,
transfer and xchange; and
WHE EAS, the City has determined that significant
savings in transaction costs will result from issuing bonds in
"global book entry form" , by which bonds are issued in
certificated form in large denominations, registered on the
books of the City in the name of a depository or its nominee,
and held in afekeeping and immobilized by such depository,
and such dep sitory as part of the computerized national
securities c earance and settlement system (the "National
System" ) reg' sters transfers of ownership interests in the
bonds by makjing computerized book entries on its own books and
distributes �payments on the bonds to its Participants shown on
its books as the owners of such interests; and such
Participants� and other banks, brokers and dealers
participatir�g in the National System will do likewise (not as
agents of tt�e City) if not the beneficial owners of the bonds;
and
W�IEREAS "Partici ants" means those financial insti-
, P
tutions for� whom the Depository effects book-entry transfers
and pledgeslof securities deposited and immobilized with the
Depository;j and
�HEREAS, Midwest Securities Trust Company, a limited
purpose tr st company organized under the laws of the State of
Illinois, r any of its successors or successors to its func-
tions here nder (the "Depository" ) , will act as such deposi-
tory with espect to the Bonds except as set forth below, and
there is b fore this Council a form of letter agreement (the
"Depositor Letter Agreement" ) setting forth various matters
relating o the Depository and its role with respect to the
Bonds; anc�
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WHER�AS, the City will deliver the Bonds in the form
of one certifi ate per maturity, each representing the entire
principal amo nt of the Bonds due on a particular maturity
date (each a "Global Certificate" ) , which single certificate
per maturity ay be transferred on the City' s bond register as
required by t e Uniform Commercial Code, but not exchanged for
smaller denom nations unless the City determines to issue
Replacement B nds as provided below; and
WHE EAS, the City will be able to replace the
Depository or under certain circumstances to abandon the
"global book-entry form" by permitting the Global Certificates
to be exchan ed 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 and delivered by the Bond Registrar pursuant to
paragraphs 6 and 12 hereof; and
WH REAS, "Holder" as used herein means the person in
whose name a�Bond is registered on the registratiocessors of
the City mai� tained by the City Treasurer or a suc
registrar a pointed as provided in paragraph 8 (the "Bond
Registrar" ) :i
NC�W, THEREFORE, BE IT RESOLVED by the Council of the
City of Sai�t Paul, Minnesota, as follows:
ll Acce tance of Bid. The bid of Piper, Jaffray &
Hopwood Inc�rporated (the "Purchaser" ) to purchase 55,500,000
General Obl�igation warner/Shepard Road Bonds, Series 1989D, of
the City (tlhe "Bonds" , or individually a "Bond" ) , in
accordanceiwith the Official Terms of Offering for the bond
sale, at t e rates of interest hereinafter set forth, and to
pay for th Bonds the sum of $5,434,000, 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, �is directed to retain the deposit of the Purchaser
and to for�thwith return to the unsuccessful bidders their good
faith che�'ks or drafts .
12 . Title; Original Issue Date; Denominations;
Maturitie . The Bonds shall be titled "General Obligation
Warner Sh pard Road Bonds, Series 1989D" , shall be dated
March 1 , 989 , as the date of original issue and shall be
issued fo�thwith on or after such date as fully registered
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bonds . The B nds shall be numbered from R-1 upward. Global
Certificates hall each be in the denomination of the entire
principal amo nt maturing on a single date. Replacement
Bonds, if iss ed as provided in paragraph 6 , shall be in the
denomination f $5, 000 each or in any integral multiple
thereof of a single maturity. The Bonds shall mature, without
option of pr payment, on March 1 in the years and amounts as
follows :
Ye r Amount Year Amount
19�0 $410, 000 1995 $555,000
19 1 435,000 1996 595,000
19�2 460,000 1997 635,000
19 3 490,000 1998 675,000
19�4 520, 000 1999 725, 000
3 . Purpose. The Bonds shall provide funds to
reconstruct hepard Road and Warner Road, excluding the
development f a grade-separated interchange at the
intersection of Shepard and Chestnut roads (the "Improve-
ments" ) , in the City. The proceeds of the Bonds shall be
deposited a d used as provided in paragraph 17 , for the
purpose des ribed by Laws of Minnesota for 1988, Chapter 686 .
The total c st of the Improvements , which shall include all
costs enume ated in Minnesota Statutes, Section 475 . 65, is
estimated t� be at least equal to the amount of the Bonds .
Work on the � Improvements shall proceed with due diligence to
completion.
4 � Interest. The Bonds shall bear interest payable
semiannuall� on March 1 and September 1 of each year (each,
an "Interes Payment Date" ) , commencing September 1, 1989,
calculated �n the basis of a 360-day year of twelve 30-day
months, at �the respective rates per annum set forth opposite
the maturit�y years as follows:
Maturijty Interest Maturity Interest
yea��_ Rate Year Rate
199 6 .50� 1995 6 .65$
199 6 .50 1996 6 .70
199 6 .50 1997 6 .75
199� 6 .55 1998 6 . 80
199 6 . 60 1999 6 . 90
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5 . �Description of the Global Certificates and
Global Book-E tr S stem. Upon their original issuance the
Bonds will be issued in the form of a single Global Certifi-
cate for eachlmaturity, deposited with the Depository by the
Purchaser and immobilized as provided in paragraph 6 . No
beneficial ow ers of interests in the Bonds will receive
certificates epresenting their respective interests in the
Bonds except s provided in paragraph 6 . Except as so
provided, dur' ng the term of the Bonds, beneficial ownership
(and subseque t transfers of beneficial ownership) of
interests in the Global Certificates will be reflected by book
entries madeion the records of the Depository and its
Participants and 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
i.t wi11 rec ive and forward payments on behalf of the
beneficial wners of the Global Certificates .
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Payment� of principal of, premium, if any, and interest on
a Global Ce�tificate may in the City' s discretion be made by
such other r�ethod of transferring funds as may be requested by
the Holder �f a Global Certificate.
6�. Immobilization of Global Certificates by the
De ositor •� Successor De ositor • Re lacement Bonds . Pursuant
to the requ st of the Purchaser to the Depository, which
request is �required by the Official Terms of Offering, immedi-
ately upon �the original delivery of the Bonds the Purchaser
will depos ' t the Global Certificates representing all of the
Bonds with the Depository. The Global Certificates shall be
in typewri ten form or otherwise as acceptable to the
Depository shall be registered in the name of the Depository
or its nom nee and shall be held immobilized from circulation
at the off ces of the Depository on behalf of the Purchaser
and subseq ent bondowners . The Depository or its nominee will
be the sol holder of record of the Global Certificates and no
investor o� other party purchasing, selling or otherwise
transferri�ng ownership of interests in any Bond is to receive,
hold or d�liver any bond certificates so long as the
Depositor holds the Global Certificates immobilized from
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circulation, �xcept as provided below in this paragraph and in
paragraph 12 . i
Certific�tes evidencing the Bonds may not after their
original deli�ery be transferred or exchanged except:
( ' ) Upon registration of transfer of ownership of
a G1obal�Certificate, as provided in paragraph 12,
( ii) To any successor of the Depository (or its
nominee)lor any substitute depository (a "substitute
depositoiry" ) designated pursuant to clause (iii) of this
subparagraph, provided that any successor of the
DepositOry or any substitute depository must be both a
"clearir�g corporation" as defined in the Minnesota
Uniform �Commercial Code at Minnesota Statutes,
Section 336 . 8-102, and a qualified and registered
"cleari g agency" as provided in Section 17A of the
Securit es Exchange Act of 1934, as amended,
( i i) To a substitute depository designated by and
accepta le to the City upon (a) the determination by the
Deposit ry that the Bonds shall no longer be eligible for
its dep sitory services or (b) a determination by the
City th t the Depository is no longer able to carry out
its fun tions, provided that any substitute depository
must be qualified to act as such, as provided in clause
( ii) of� this subparagraph, or
( iv) To those persons to whom transfer is
requestled in written transfer instructions in the event
tYiat:
(a) the Depository shall resign or discontinue
it�s services for the Bonds and the City is unable to
lqcate a substitute depository within two (2) months
f llowing the resignation or determination of non-
e igibility, or
(b) upon a determination by the City in its
s le discretion that ( 1) the continuation of the
b�ok-entry system described herein, which precludes
t e issuance of certificates (other than Global
C�rtificates) to any Holder other than the
D pository (or its nominee) , might adversely affect
t e interest of the beneficial owners of the Bonds,
o ( 2 ) that it is in the best interest of the
b neficial owners of the Bonds that they be able to
oibtain certificated bonds ,
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in eithe� of which events the City shall notify Holders
of its d�termination and of the availability of
certific�tes (the "Replacement Bonds" ) to Holders
requesti g the same and the registration, transfer and
exchange of such Bonds will be conducted as provided in
paragrap s 9B and 12 hereof .
In �the event of a succession of the Depository as
may be author�ized by this paragraph, the Bond Registrar upon
presentationjof Global Certificates shall register their
transfer to �he substitute or successor depositories, and the
substitute o� successor depository shall be treated as the
Depository f�r all purposes and functions under this
resolution. jThe Depository Letter Agreement shall not apply
to a substit te or successor depository unless the City and
the substitu e or successor depository so agree, and a similar
ayreement ma be entered into.
7 . No Redemption. The Bonds shall not be subject
to redempti n and prepayment prior to their maturity.
£3 Bond Registrar. The Treasurer of the City is
appointed t act as bond registrar and transfer agent with
respect to he Bonds (the "Bond Registrar" ) , and shall do so
unless and ntil a successor Bond Registrar is duly appointed.
A successor�Bond Registrar shall be an officer of the City or
a bank or t ust company eligible for designation as bond
registrar p�Zrsuant to Minnesota Statutes, Chapter 475, and may
be appointe�d pursuant to any contract the City and such
successor P�ond Registrar shall execute which is consistent
herewith. �The Bond Registrar shall also serve as paying agent
unless andluntil a successor paying agent is duly appointed.
Principal �nd interest on the Bonds shall be paid to the
Holders (o� record holders) of the Bonds in the manner set
forth in t�e forms of Bond and paragraph 14 of this
resolutionl.
�9 . Forms of Bond. The Bonds shall be in the form
of G1obaljCertificates unless and until Replacement Bonds are
made avail�able as provided in paragraph 6 . Each form of bond
may contai�n such additional or different terms and provisions
as to the ; form of payment, record date, notices and other
matters a� are consistent with the Depository Letter Agreement
and appro�ed by the City Attorney.
IA. Global Certificates . The Global Certificates,
together �with the Certificate of Registration, the form of
Assignmer�t and the registration information thereon, shall be
in subst�ntially the following form and may be typewritten
rather tl�an printed:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
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R- $
�ENER.AL OBLIGATION WARNER�SHEPARD ROAD
BOND, SERIES 1989D
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INTEREST i MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
i March 1, 199_ March 1, 1989
REGISTERED C�WNER:
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PRINCIPAL A�IOUNT: DOLLARS
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K�IOW ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City" ) ,
certifies t at it is indebted and for value received promises
to pay to t e registered owner specified above or on the
certificateiof registration below, or registered assigns,
without optiion of prepayment, in the manner hereinafter set
forth, the �principal amount specified above, on the maturity
date specified above, and to pay interest thereon semiannually
on March liand September 1 of each year (each, an "Interest
Payment Da�e ) , commencing September 1, 1989, at the rate �er
annum speci�fied above (calculated on the basis of a 360-day
year of twelve 30-day months) until the principal sum is paid
or has bee� provided for. This Bond will bear interest from
the most r�cent Interest Payment Date to which interest has
been paid �r, if no interest has been paid, from the date of
original i sue hereof . The principal of and premium, if any,
on this Bo�d 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 au1, Minnesota (the "Bond Registrar" ) , acting as
paying ag nt, or any successor paying agent duly appointed by
the Issue . Interest on this Bond will be paid on each
Interest ayment Date by check or draft in next day funds or
its equiv�lent mailed (or by wire transfer in immediately
available� funds if payment in such form is necessary to meet
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the erson in whose name
the timin re �iirements below) to p
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this Bond is r�gistered (the "Holder" or "Bondholder" ) on the
registration bboks of the Issuer maintained by the Bond
Registrar and �at the address appearing thereon at the close of
business on thle 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, Illir�ois , 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 in erest not so timely paid shall cease to be
payable to th person who is the Holder hereof as of the
Regular Recor� Date, and shall be payable to the person who is
the Holder hereof at the close of business on a date (the
"Special Rec rd Date" ) fixed by the Bond Registrar whenever
money become available for payment of the defaulted interest.
Notice of th Special Record Date shall be given to
Bondholders ot less than ten days prior to the Special Record
Date. The p incipal of and premium, if any, and interest on
this Bond ar payable in lawful money of the United States of
America.
Da e of Pa ent Not Business Da . If the date for
payment of he principal of, premium, if any, or interest on
this Bond s all be a Saturday, Sunday, legal holiday or a day
on which ba king institutions in the City of Chicago,
Illinois, o the city where the principal office of the Bond
Registrar i located are authorized by law or executive order
to close, tl�en the date for such payment shall be the next
succeeding �lay which is not a Saturday, Sunday, legal holiday
or a day onlwhich such banking institutions are authorized to
close, and ayment on such date shall have the same force and
effect as if made on the nominal date of payment.
I�o Redemption. The Bonds of this issue are not
subject to �redemption and prepayment prior to their maturity.
Issuance• Pur ose• General Obli ation. This Bond is
one of an ssue in the total principal amount of $5,500, 000,
all of lik� date of original issue and tenor, except as to
number, ma�turity, interest rate, and denomination, which Bond
has been ijssued pursuant to and in full conformity with the
Constitut 'on and laws of the State of Minnesota, including
particula�ly Laws of Minnesota for 1988, Chapter 686 , and the
Charter o� the Issuer, and pursuant to a resolution adopted by
the City ouncil of the Issuer on February 14, 1989 (the
"Resolutibn" ) , for the purpose of providing money to
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reconstruct Sh�pard Road and Warner Road in the Ci y
Bond is payabl� out of the General Debt Service Fund of the
Issuer. This Bond constitutes a general obligation of the
Issuer, and toi provide moneys for the prompt and full payment
of its princi�'al, premium, if any, and interest when the same
become due, th�e full faith and credit and taxing powers of the
Issuer have b�en and are hereby irrevocably pledged.
Denlminations • Exchan e• Resolution. The Bonds are
issuable orig nally only as Global Certificates in the
denomination �f the entire principal amount of the issue
maturing on a ; single date. Global Certificates are not
exchangeable �or fully registered bonds of smaller
denominations except in exchange for Replacement Bonds if then
available. R�placement Bonds, if made available as provided
below, are is uable solely as fully registered bonds in the
denominations of $5, 000 and integral multiples thereof of a
single maturity and are exchangeable for fully registered
Bonds of oth r authorized denominations in equal aggregate
principal am unts at the principal office of the Bond
Registrar, b t only in the manner and subject to the
limitations rovided in the Resolution. Reference is hereby
made to the esolution for a description of the rights and
duties of th� Bond Registrar. Copies of the Resolution are on
file in the �rincipal office of the Bond Registrar.
Re�lacement Bonds . Replacement Bonds may be issued
by the Issue� in the event that:
(a�) the Depository shall resign or discontinue its
service�s for the Bonds, and only if the Issuer is unak�le
to locaJte a substitute depository within two (2 ) months
followiang the resignation or determination of non-
eligib' lity, or
( ) upon a determination by the Issuer in its sole
discre ion that ( 1) the continuation of the book-entry
system , described in the Resolution, which precludes the
issuan�e of certificates (other than Global Certificates)
to anyiHolder other than the Depository (or its nominee) ,
might �dversely affect the interest of the beneficial
owners of the Bonds, or ( 2 ) that it is in the best
intere t of the beneficial owners of the Bonds that they
be abl to obtain certificated bonds .
ransfer. This Bond shall be registered in the name
of the pay e on the books of the Issuer by presenting this
Bond for r gistration to the Bond Registrar, who will endorse
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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 owner unti this Bond is presented with such assignment for
registration qf 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 (a�) of the federal Internal Revenue Code of 1986,
as amended. �
Fees u on Transfer or Loss . The Bond Registrar may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or
exchange of his Bond and any legal or unusual costs regarding
transfers an lost. Bonds .
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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 tme Record Date) and for all other purposes,
whether or n t this Bond shall be overdue, and neither the
Issuer nor t e Bond Registrar shall be affected by notice to
the contraryF
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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 executed 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 federallInternal Revenue Code of 1986, as amended.
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IT IS 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 hap en and to be performed, prec:edent to and in the
issuance of his Bond, have been done, have happened and have
been performe�d, in regular and due form, time and manner as
required by l�aw, and this Bond, together with all other debts
of the Issue� outstanding on the date of original issue hereof
and on the d�te of its issuance and delivery to the original
purchaser, d�es not exceed any constitutional or statutory or
Charter limi ation of indebtedness .
INIWITNESS WHEREOF, the City of Saint Paul, Ramsey
County, Minn�sota, by its City Council has caused this Bond to
be sealed wi��th its official seal and to be executed on its
behalf by th�e photocopied facsimile signature of its Mayor,
attested by �the photocopied facsimile signature of its Clerk,
and counter igned by the photocopied facsimile signature of
its Directo , Department of Finance and Management Services .
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Date of Regist�ration: Registrable by:
Payable at:
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BOND REGIST� ' S CITY OF SAINT PAUL,
CERTIFICATE 0�F RAMSEY COUNTY, MINNESOTA
AUTHENTICATIC�N
This Bond is ;one of the
Bonds descri�ed in the
Resolutiom m �tioned Mayor
within. i
Attest:
, City Clerk
Bond Regist ar '
By Countersigned:
Authorize Signature
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Iand Management Services
�sE�) ;
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ral Obli ation Warner She ard Road Bond Series 1989D, No.
Gene � g / p ,
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CERTIFICATE OF REGISTRATION
The transfer �of ownership of the principal amount of the
attached Bon may be made only by the registered owner or his,
her or its 1 gal representative last noted below.
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DATE OF SIGNATURE OF
REGISZ'RATIONj REGISTERED OWNER BOND REGISTRAR
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ABBREVIATIONS
The follow ng abbreviations, when used in the inscription
on the face of his Bond, shall be const��ued as though they
were written ou in full according to applicable laws or
regulations :
TEN COM - as t nants in common
TEN ENT - as t nants by the entireties
JT TEN - as jo nt tenants with right of survivorship
and n�t as tenants in common
UTMA - as custodian for
(Custl) (Minor)
under t�he Uniform Transfers to Minors Act
(State)
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Adc�itional abbreviations may also be used
� though not in the above list.
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ASSIGNMENT
For v lue received, the undersigned hereby sells,
assigns and tra sfers unto
the within Bond and does
hereby irrevoca ly constitute and appoint
attorney to tra sfer the Bond on the books kept for the
registration th reof, with full power of substitution in the
premises . � .
Dated: �i
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Noti�e: The assignor' s signature to this
assignment must correspond with the name
ias it appears upon the face of the within
Bond in every particular, without
� alteration or any change whatever.
Signature Gua*anteed:
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Signature(s) �must be guaranteed by a national bank or trust
company or b a brokerage firm having a membership in one of
the major st ck exchanges .
Th� Bond Registrar will not effect transfer of this
IIond unless �he information concerning the transferee
requested below is provided.
Name and �Adc�ress :
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( Include information for all joint owners
if the Bond is held by joint account. )
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Re lacement Bonds . If the City has notified
Holders th t Replacement Bonds have been made available as
provided i paragraph 6 , then for every Bond thereafter
transferre� or exchanged the Bond Registrar shall deliver a
certificat� in the form of the Replacement Bond rather than
the G1obal ,Certificate, but the Holder of a Global Certificate
shall not c�therwise be required to exchange the Global Certif-
icate for ne or more Replacement Bonds since the City recog-
nizes that�some bondholders may prefer the convenience of the
Depository s registered ownership of the Bonds even though the
entire iss e is no longer required to be in global book-entry
form. The Replacement Bonds, together with the Bond
Registrar' Certificate of Authentication, the form of
Assignment and the registration information thereon, shall be
in substan ially the following form:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
R- $
GE ERAL OBLIGATION WARNER�SHEPARD ROAD
� BOND, SERIES 1989D
INTEREST ' MATURITY DATE OF
RATE j DATE ORIGINAL ISSUE CUSIP
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REGISTERED OWI�IER:
PRINCIPAL AMO NT: DOLLARS
KNO ALL PERSONS BY THESE PRESENTS that the City of
Saint Paul, R msey 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, 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 the rate 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 he date of original issue hereof . The principal
of and prem'um, if any, on this Bond are payable upon
presentatio 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. In 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 or� the fifteenth calendar day preceding such Interest
Payment Dat�e (the "Regular Record Date" ) . Any interest not so
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timel.y paid hall cease to be payable to the person who is the
Holder hereof as of the Regular Record Date, and shall be
payable to t e person who is the Holder hereof at the close of
business on a date (the "Special Record Date" ) fixed by the
Bond Regist�lar whenever money becomes available for payment of
the default d interest. Notice of the Special Record Date
shall be gi en to Bondholders not less than ten days prior to
tlie Special Record Date. The principal of and premium, if
any, and in erest on this Bond are payable in lawful money of
the United tates of America.
R FERENCE IS NEREBY MADE TO THE FURTHER PROVISIONS
OF THIS BON SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS
SHALL FOR A�,L PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH
HERE. �
IIT 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 tl�e date of its issuance and delivery to the original
purchaser, does not exceed any constitutional or statutory or
Charter li ►itation of indebtedness .
IIN WITNESS WHEREOF, the City of Saint Paul, Ramsey
County, Minnesota, by its City Council has caused this Bond to
be sealedlwith its official seal or a facsimile thereof and to
be execute�d on its behalf by the original or facsimile
signaturelof its Mayor, attested by the original or facsimile
signature of its Clerk, and countersigned by the original or
facsimile signature of its Director, Department of Finance and
Managemen Services .
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Date of Regisi�ration: Registrable by:
Payable at:
N E I T IR' ITY OF SAINT PAUL
BO D R G S RA S C ,
CERTIFICATE qF RAMSEY COUNTY, MINNESOTA
AUTHENTICATICEN
This Bond is ;one of the
Bonds descri�ed in the
Resolution m�ntioned Mayor
within. I
I Attest:
, City Clerk
Bond Re istrar
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By Countersigned:
Authorize Signature
i Director, Department of Finance
� and Management Services
(SEAL) i
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ON REVERSE OF BOND
Datl 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, 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 ifimade on the nominal date of payment.
NolRedem tion. The Bonds of this issue are not
subject to r demption and prepayment prior to their maturity.
Issuance• Pur ose• General Obli ation. This Bond is
one of an i sue in the total principal amount of $5,500,000,
all of like date of original issue and tenor, except as to
number, mat rity, interest rate, and denomination, which Bond
has been is ued pursuant to and in full conformity with the
Constitutio and laws of the State of Minnesota, including
particularl Laws of Minnesota for 1988, Chapter 686, and the
Charter of he Issuer, and pursuant to a resolution adopted by
the City Co ncil of the Issuer on February 14 , 1989 (the
"Resolution ' ) , for the purpose of providing money to
reconstruct Shepard Road and Warner Road in the City. This
Bond is pay ble out of the General Debt Service Fund of the
Issuer. T is Bond constitutes a general obligation of the
Issuer, an to provide moneys for the prompt and full payment
of its prir�cipal, premium, if any, and interest when the same
become due, the full faith and credit and taxing powers of the
Issuer hav� been and are hereby irrevocably pledged.
enominations; Exchanqe; Resolution. The Bonds are
issuable s�lely as fully registered bonds in the denominations
of $5, 000 �nd integral multiples thereof of a single maturity
and are ex�hangeable for fully registered Bonds of other
authorizedidenominations in equal aggregate principal amounts
at the pri�ncipal office of the Bond Registrar, but only in the
manner andisubject to the limitations provided in the
Resolution. Reference is hereby made to the Resolution for a
descripti n of the rights and duties of the Bond Registrar.
Copies of the Resolution are on file in the principal office
of the Bor�d Registrar.
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C�c�y"/a �
�Trins�fer. This Bond is transferable by the Holder
in person orlby his, her or its attorney duly authorized in
writing at tl�e principal office of the Bond Registrar upon
presentation � and surrender hereof to the Bond Registrar, all
subject to t e terms and conditions provided in the Resolution
and to reaso able regulations of the Issuer contained in any
agreement wi h, or notice to, the Bond Registrar. Thereupon
the Issuer s all execute and the Bond Registrar shall
authenticate� and deliver, in exchange for this Bond, one or
more new ful�.y registered Bonds in the name of the transferee
(but not reglistered in blank or to "bearer" or similar
designation)i, of an authorized denomination or denominations ,
in aggregat principal amount equal to the principal amount of
this Bond, f the same maturity and bearing interest at the
same rate. Whenever ownership of this Bond should be
transferred under any other circumstances or be registered in
nominee nam only, the registered owner of the Bond shall, if
and to the xtent required to qualify this Bond as being "in
registered orm" within the meaning of Section 149 (a) of the
federal Int rnal Revenue Code of 1986, as amended, and at the
direction a d expense of the Issuer, maintain for the Issuer a
record of t e actual owner of the Bonds .
F es upon Transfer or Loss . The Bond Registrar may
require pa ent of a sum sufficient to cover any tax or other
governmenta charge payable in connection with the transfer or
exchange of� this Bond and any legal or unusual costs regarding
transfers a�nd lost Bonds .
reatment of Re istered Owner. The Issuer and Bond
Registrar ay treat the person in whose name this Bond is
registeredias 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 ot er 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.
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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.
�tot Qualified Tax-Exempt Obligations . The Bonds
have not b�een designated by the Issuer as "qualified
tax-exempt obligations" for purposes of Section 265(b) ( 3) of
the feder 1 Internal Revenue Code of 1986, as amended.
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ABBREVIATIONS
T�e 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 reg lations :
TEN COM - a� tenants in common
TEN ENT - a tenants by the entireties
JT TEN - as�joint 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
(State)
dditional abbreviations may also be used
though not in the above list.
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ASSIGNMENT
For;lvalue received, the undersigned hereby sells,
assigns and tlransfers unto
the within Bond and does
hereby irrevqcably constitute and appoint
attorney to t�ransfer the Bond on the books kept for the
registration thereof, with full power of substitution in the
premises .
Dated: �i
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No�tice: The assignor s signature to th
assignment must correspond with the name
as it appears upon the face of the within
Bond in every particular, without
, alteration or an chan e whatever.
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Signature G�aranteed:
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Signature(s ) must be guaranteed by a national bank or trust
company or y a brokerage firm having a membership in one of
the major sltock exchanges .
�'he Bond Registrar will not effect transfer of this
Bond unles� the information concerning the transferee
requested l�elow is provided.
Name and A�ldress :
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� if the Bond is held by joint account. )
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10 . � Execu
tion. The Bonds shall be executed on
behalf of the� City by the signatures of its Mayor, Clerk and
Director, Dep�artment of Finance and Management Services, each
with the eff�ct noted on the forms of the Bonds, and be sealed
with the sea of the City; provided, however, that the seal of
the City may be a printed or photocopied facsimile; and
provided fur her that any of such signatures may be printed or
photocopied acsimiles and the corporate seal may be omitted
on the Bonds � as permitted by law. In the event of disability
or resignati�n or other absence of any such officer, the Bonds
may be signe�l by the manual or facsimile signature of that
officer who �nay act on behalf of such absent or disabled
officer. In case any such officer whose signature or
facsimile of whose signature shall appear on the Bonds shall
cease to be such officer before the delivery of the Bonds,
such signat re or facsimile shall nevertheless be valid and
sufficient or all purposes, the same as if he or she had
remained inioffice until delivery.
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1 . Authentication; Date of Rectistration. No Bond
shall be va id or obligatory for any purpose or be entitled to
any securit or benefit under this resolution unless a
Certificate of Authentication on such Bond, substantially in
the form he einabove set forth, shall have been duly executed
by an autho ized representative of the Bond Registrar.
Certificates of Authentication on different Bonds need not be
signed by he same person. The Bond Registrar shall authenti-
cate the s ' gnatures of officers of the City on each Bond by
execution f the Certificate of Authentication on the Bond and
by insertir�g as the date of registration in the space provided
the date o� which the Bond is authenticated. For purposes of
delivering � the original Global Certificates to the Purchaser,
the Bond R�gistrar shall insert as the date of registration
the date o original issue, which date is March 1, 1989 . The
Certificat of Authentication so executed on each Bond shall
be conclusive evidence that it has been authenticated and
delivered nder this resolution.
i12 . Registration; Transfer; Exchange. The City
will caus� to be kept at the principal office of the Bond
Registrar a bond register in which, subject to such reasonable
regulatio s as the Bond Registrar may prescribe, the Bond
Registrar � shall provide for the registration of Bonds and the
registrat on of transfers of Bonds entitled to be registered
or transf�rred as herein provided.
IA Global Certificate shall be registered in the name
of the pa�yee on the books of the Bond Registrar by presenting
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the Global Certlificate for registration to the Bond Registrar,
who will endors�e his or her name and note the date of regi-
stration opposi�te the name of the payee in the certificate of
registration o the Global Certificate. Thereafter a Global
Certificate ma be transferred by delivery with an assignment
duly executed y 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�rs of an owner until a Global Certificate is
presented with� such assignment for registration of transfer,
accompanied by assurance of the nature provided by law that
the assignment� is genuine and effective, and until such
transfer is r�gistered on said books and noted thereon by the
Bond Registra , all subject to the terms and conditions
provided in tY�e Resolution and to reasonable regulations of
the City cont�ined in any agreement with, or notice to, the
Bond Registra�.
Tralsfer of a Global Certificate may, at the
direction and expense of the City, be subject to other
restrictions ' f required to qualify the Global Certificates as
being "in registered form" within the meaning of Section
149 (a) of the federal Internal Revenue Code of 1986, as
amended. �
Upin surrender for transfer of any Replacement Bond
at the princ�pal office of the Bond Registrar, the City shall
execute ( if r�ecessary) , and the Bond Registrar shall
, authenticate ' insert the date of registration (as provided in
paragraph 11� of, and deliver, in the name of the designated
transferee o transferees, one or more new Replacement Bonds
of any authojrized denomination or denominations of a like
aggregate prlincipal amount, having the same stated maturity
and interest rate, as requested by the transferor; provided,
however, th t no bond may be registered in blank or in the
name of "be rer" or similar designation. Whenever ownership
of any Repl cement Bonds should be transferred without
surrender o� the Replacement Bond for transfer or should be
registered n nominee name only, the registered owner of the
ReplacementiBond shall, if and to the extent required to
preserve th exclusion from gross income of the interest on
the Bonds a�d at the direction and expense of the City,
maintain fo the City a record of the actual owner of the
Replacement Bond.
t the option of the Holder of a Replacement Bond,
Replacemen Bonds may be exchanged for Replacement Bonds of
any authori�zed denomination or denominations of a like
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a re ate rinli al amount and stated maturit , u on surrender
9g g P � P Y P
of the Replace ent Bonds to be exchanged at the principal
office of the �ond Registrar. Whenever any Replacement Bonds
are so surrend�red for exchange, the City shall execute ( if
necessary) , an{� the Bond Registrar shall authenticate, insert
the date of rejgistration of, and deliver the Replacement Bonds
which the Hold�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. �
Al �l Bonds delivered in exchange for or upon transfer
of Bonds shal�l be valid general obligations of the City
evidencing t�e same debt, and entitled to the same benefits
under this r solution, as the Bonds surrendered for such
exchange or �ransfer.
Ev�ry Bond presented or surrendered for transfer or
exchange shall be duly endorsed or be accompanied by a written
instrument f transfer, in form satisfactory to the Bond
Registrar, uly executed by the holder thereof or his, her or
its attorne duly authorized in writing.
T � e Bond Registrar may require payment of a sum
sufficient �o cover any tax or other governmental charge
payable in �onnection with the transfer or exchange of any
Bond and an� legal or unusual costs regarding transfers and
lost Bonds .;
�'ransfers shall also be subject to reasonable
regulation� of the City contained in any agreement with, or
notice to, lthe Bond Registrar, including regulations which
permit thelBond Registrar to close its transfer books between
record dat�s and payment dates .
i13 . Riqhts Upon Transfer or Exchange. Each Bond
delivered �upon transfer of or in exchange for or in lieu of
any other �Bond shall carry all the rights to interest accrued
and unpaic�, and to accrue, which were carried by such other
Bond. I
� 14 . Interest Payment; Record Date. Interest on any
Global Ce tificate shall be paid as provided in the first
paragrap thereof, and interest on any Replacement Bond shall
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be paid on eacl� Interest Payment Date by check or draft mailed
to the person i�n whose name the Bond is registered (the
"Holder" ) on tY�e registration books of the City maintained by
the Bond Regis�.rar, and in each case at the address appearing
thereon at the close of business on the fifteenth ( 15th)
calendar day p eceding such Interest Payment Date (the
"Regular Recor Date" ) . Any such interest not so timely paid
shall cease to� be payable to the person who is the Holder
thereof as of �he Regular Record Date, and shall be payable to
the person who� is the Holder thereof at the close of business
on a date (the "Special Record Date" ) fixed by the Bond
Registrar when ver money becomes available for payment of the
defaulted irit rest. Notice of the Special Record Date shall
be given by t e Bond Registrar to the Holders not less than
ten ( 10) days �prior to the Special Record Date.
15 . I Holders; Treatment of Reqistered Owner; Consent
of Holders .
(A) For the purposes of all actions, consents and other
matters affec ing Holc��rs of the Bonds, other than payments,
redemptions, nd purchases, the City may (but shall not be
obligated to) itreat as the Holder of a Bond the beneficial
owner of the �ond 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 Regi�strar in its sole discretion deems appropriate,
including but� not limited to a certificate from the person in
whose name tl�e Bond is registered identifying such beneficial
owner.
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(B) Th� City and Bond Registrar may treat the person in
whose name a�hy Bond is registered as the owner of such Bond
for the purp�se of receiving payment of principal of and
premium, if ny, and interest ( subject to the payment
provisions i paragraph 14 above) on, such Bond and for all
other purpos s whatsoever whether or not such Bond shall be
overdue, andi neither the City nor the Bond Registrar shall be
affected byinotice to the contrary.
(C) A �y cvnsent, request, direction, approval, objection
or other in trument to be signed and executed by the Holders
may be in a y number of concurrent writings of similar tenor
and must be signed or executed by such Holders in person or by
agent appoi ted in writing. Proof of the execution of any
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such consent Ire uest direction, a roval, objection or other
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instrument or; of the writing appointing any such agent and of
the ownership� 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 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
acknowledged before him the execution thereof, or by an
affidav�it of any witness to such execution.
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( ) 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 the holding of the same, may be proved by reference to
the bo�d register.
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1 . Delivery; Ap lication of Proceeds . The Global
Certificate when so prepared and executed shall be delivered
by the Dire tor, Department of Finance and Management
Services, t�o the Purchaser upon receipt of the purchase price,
and the Pu�{chaser shall not be obliged to see to the proper
applicatior� thereof .
7 . Fund and Account. There is hereby created a
special ac ount to be designated the "Warner/Shepard Road
Bonds of 1 89 Account" (the "Account" ) to be administered and
maintained� by the City Treasurer as a bookkeeping account
separate a�d apart from all other accounts maintained in the
official f ' nancial records of the City. There has been
heretofore� created and established the General Debt Service
Fund (numb�ered 960, herein the "Fund" ) . The Fund and the
Account sl�all each be maintained in the manner herein
specifiediuntil all of the Bonds and the interest thereon have
been fully� paid.
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( i) Account. To the Account there shall be
lIcredited the proceeds of the sale of the Bonds, less
accrued interest received thereon, and less any
� amount paid for the Bonds in excess of $5,434, 000 .
� From the Account there shall be paid all costs and
; expenses of making the Improvements, including the
Icost of any construction contracts heretofore let
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a�d all other costs incurred and to be incurred of
t e kind authorized in Minnesota Statutes, Section
4 5 . 65; and the moneys in the Account shall be used
f r no other purpose except as otherwise provided by
1 w; provided that the proceeds of the Bonds may
a so be used to the extent necessary to pay interest
o the Bonds due prior to the anticipated date of
cqmmencement of the collection of taxes herein
c�venanted to be levied; and provided further that
i upon completion of the Improvements there shall
rqmain any unexpended balance in the Account, the
ballance may be transferred by the Council to the
fund of any other improvement authorized by law or
to� the Fund. All earnings on the Account shall be
triansferred to the Fund.
( ii) Fund. There is hereby pledged and there
sh�ll be credited to the Fund, to a special sinking
fu�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
$5 434, 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
oflthe Improvements and payment of the costs
th�reof, not so transferred to the account of
an ther improvement; and (e) all investment earnings
onlmoneys held in said special account in the Fund
orllon moneys held in the Account.
Said splcial 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 spejcial account in the Fund as provided by law, or
to pay any rebate due to the United States . No portion of the
proceeds of the Bonds (and any other obligations treated as
one issue wit the Bonds) shall be used directly or indirectly
to acquire hilgher yielding investments or to replace funds
which were us�d directly or indirectly to acquire higher
yielding inve tments, except ( 1) for a reasonable temporary
period until uch proceeds are needed for the purpose for
which the Bon s (and such other obligations) were issued, and
(2 ) in additi n to the above in an amount not greater than
$100,000 . ToI this effect, any proceeds of the Bonds (and such
other obligatfons ) and any sums from time to time held in the
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Account or s id special account in the Fund (or any other City
account whic will be used to pay principal or interest to
become due o ttie bonds payable therefrom) in excess of
amounts whic under then-applicable federal arbitrage
regulations ay be iiivested without regard as to yield shall
not be inves ed at a yield in excess of the applicable yield
restrictions imposed by said arbitrage regulations on such
investments �fter taking into account any applicable
"temporary p riods " or "minor portion" made available under
the federal a�rbitrage regulations . In addition, the proceeds
of the Bonds and money in the Account or the Fund shall not be
invested in Obligations or deposits issued by, guaranteed by
or insured by� the United States or any agency or instrumen-
tality there f if and to the extent that such investment would
cause the Bonds to be "federally guaranteed" within the
meaning of Section 149 (b) of the federal Internal Revenue Code
of 1986, as a �ended ( the "Code" ) .
18 . Tax Levy; Coverage Test. To provide moneys for
payment of th principal and 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 and collected with and as part of other general
property taxe in the City for the years and in the amounts as
follows :
Year of ax � Year of Tax
Lev Collection Amount
1988*I 1989* 5815,640*
� 1989 �I 1990 813,908
1990 i 1991 810,469
1991 1992 810,574
1992 �I 1993 808, 374
1993 I 1994 809,088
1994 i 1995 812,336
1995 I 1996 812,477
1996 1997 809,472
1997 1998 813,777
*heretofore l�vied or provided from other available City funds
The tax levies are such that if collected in full
they, togethe with estimated collections of any other
revenues here n pledged for the payment of the Bonds, will
produce at le st five percent (5�) in excess of the amount
needed to mee when due the principal and interest payments on
the Bonds . TY�e tax levies shall be irrepealable so long as
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any of the Bond� are outstanding and unpaid, pr
ovided that the
City reserves t�e right and power to reduce the levies in the
manner and to t e extent permitted by Minnesota Statutes,
Section 475 . 61,iSubdivision 3 .
19 . �General Obligation Pledge. For the prompt and
full payment of�� the principal and interest on the Bonds, as
the same respedtively become due, the full faith, credit and
taxing powers 9f the City shall be and are hereby irrevocably
pledged. If t}�e balance in the Fund (as defined in paragraph
17 hereof) is ver insufficient to pay all principal and
interest then �ue on the Bonds payable therefrom, the
deficiency sha�l be promptly paid out of any other funds of
the City which, are available for such purpose, including the
general fund o the City, and such other funds may be
reimbursed wit or without interest from the Fund when a
sufficient bal nce is available therein.
20 . � 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 informa ion 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�by authorized and directed to prepare and furnish
to the Purchalser, 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 financ�ial condition and affairs of the City, and such
other affida its, certificates and information as are required
to show the �acts relating to the legality and marketability
of the Bonds as the same appear from the books and records
under their �ustody and control or as otherwise known to them,
and all such certified copies, certificates and affidavits,
including an� heretofore furnished, shall be deemed represen-
tations of t� e City as to the facts recited therein.
2�. Neqative Covenant as to Use of Proceeds and
Im rovement . The City hereby covenants not to use the
proceeds of the Bonds or to use the Improvements, or to cause
or permit t em or any of them to be used, or to enter into any
deferred pa ent arrangements for the cost of the Improve-
ments, in s ch a manner as to cause the Bonds to be "private
activity bo ds" within the meaning of Sections 103 and 141
through 150� of the Code.
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23r Tax-Exempt Status of the Bonds; Rebate. The
City shall c�mply with requirements necessary under the Code
to establishiand maintain the exclusion from gross income
under Sectio� 103 of the Code of the interest on the Bonds,
including wi�thout limitation requirements relating to
temporary periods for investments, limitations on amounts
invested atia yield greater than the yield on the Bonds, and
the rebate df excess investment earnings to the United States .
2� . No Desiqnation 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.
2 . Depositor_y Letter Agreement. The Depository
Letter Agre ment is hereby approved, and shall be executed on
behalf of t e City by the Mayor, Treasurer and Director,
Department f Finance and Management Services, in substan-
tially the form approved, with such changes, modifications,
additions nd deletions as shall be necessary and appropriate
and approv d by the City Attorney. Execution by such officers
of the Dep sitory Letter Agreement shall be conclusive
evidence a to the necessity and propriety of changes and
their appr val by the City Attorney. So long as Midwest
Securities Trust Company is the Depository or it or its
nominee is the Holder of any Global Certificate, the City
shall comp y with the provisions of the Depository Letter
Agreement, as it may be amended or supplemented by the City
from time o time with the agreement or consent of Midwest
Securities Trust Company.
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WHI�E — C1TY LERK � �`� ;� - � � !� COUflC1I � i'���
t PINK — FINA��E GITY OF SAINT PALTL ��- 1:�. �
CANARV — DEPARTMENT r
BLUE — MAVOR File NO.
Council Resolution
Presented By
Referred To�` Committee: Date
Out of Committee By Date
Z6. Sevar f t . If an►y sseti�, pssa4=aPb
or paca�i�io� o t s =a� utioa ahall b� be2d �a b� i�al.i.d
or unealorvM� s far anT r�sson: tbe iavaliditj or aneatorve-�
abilitT ot sn a�cti+�, p�araqrs� Qr prarisioA sball aot
affect aaT o� re�isiaq p=ovisiona af tl�is resol�nt�.c�.
2T. �di �. �eadfnqs #.n tLis r�oleticu� ars
... .�. u�
�eclnded tor v�i�aee o� refere�►c�e �nip ax�! are �ot
� past der�o�, a�d ahal� a+c►t lfa�.t or defiu� tha a�aniag
o� aar provisi htreof.
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COU�IL MEMBERS � Requested by Department of:
Yeas - Nays
, � Dimond �3�er aed linu��! ��twa� _-
' �� [n Favor �T` � � .
': co� � t �-
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.� Against By " ` � � ,
Sonnen
; `�a°" FEB 1 � 1989
Form Approved by City Attorney
Adopted by Council: ate ,
g � '-'!' ; ,� ,v�'r✓f�! t` ° i��
Certified Passed by Counci Secretary Y �` � �
By� a ` �` - -
- Approved by A�lavor: Date ApprQV,�d by Mayor for Submission t�Council
�t :�.,�..,,...�....,-..--�'",
By �"°�--'�1`_'-��-: c:'S—�'`"'-' -�-`�+c �---..
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' GITY OF SAINT PAUL�
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i�t11i 11SIi
���' �� � OFFICE OF '1`AE CITY COIINCIL
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Committee Report
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"" Finance 'Mana ement & Personnel Committee
January 30, 1989
1 . Approvai of r�inutes of January 23 meeting. Approved
�----� y.�; �
2. Resolution 8 -126 - approving sale of CIB Bonds 5eries Approved as'�ended
I989A (�11 ,7 t1,000} , (Referred from Council J nua►-y 26?
� �� �� ��
3. Resolution 8 -1"L7 - epproving sai�f Street ImprovemenL Approved as �[a�d�d
Special Asse sment Bonds Series 19896 ($2,000,000) .
{Referred fr m Council Januai-y 26) ��-r�;
� � �� U ved ����
4. R�soiution 8�3-12$ - approving salr�of Como Conservatory Appro
Bonds Ser�iesl 1989C ($5,000,000) . (Referred from Council
January 26? � J ,�_ U
5. Reso i ut i on 9-129 - �pprov i ng sa 1 e of Warner/Shepard Approved as�d "
Road Bonds erie3' I989D (�5,500,000) . (Referred from
Counc i 1 '";J"an ary 2G) �, �K^�Jj �_�
U .c.�1� u
6. Re�alution 9-130 - a�aproving sal� Refundir�g Bonds Approve a�--��d
Series 198�3 ($2,275,000) . (Referred from Council
January 2b) I
7. Resolution �9-131 - approving tax i�vy for �1I ,750,00Q No action required
CIB Bonds. j (Referred from Council January 267
8. Resolutionl89-132 - approving tax levy for �2,�00,000 No action required
Street Impr�ovement Special Assessment B�nds. (Referred
from Council January 26)
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9. Resolutionl89-133 - a�proving tax levy for $5,000,000 No action required
Como Conse vatory Bonds. (Referred from Council
January 26
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CITY HALL I SEVENTH FLOOR SAINT PAUL, MINNESOTA 55102
!a�46
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1U. Res�lution 89-134 - approving tax levy for $5,500,�00 No action required
Warner/Shepard Road b rom
Januat�y 26)
11 . Resolution 89-135 - approving tax levy for $2,275,000 No action required .
Refunding Bonds. (Referred from Council January 2b)
12. Administrative Orders
D-lOt�35 - budget revision in Police General Fund Discussed
(Referred from Council January 3)
D-10038 - budget revision in Fire and Safety Services Discussed
Generai Fund (Referred from Council January
3)
D-10041 - budget revision in City Cle�-k's Office Discussed
General Fund. (Referred from Council
� January 3)
D-10043 - authorizing payment for sponsorship af Police Discussed
Ski Team. (Referred fr�m Council January 3)
D-10067 - budget revision in Public Works-Municipal Lay over one week
Equiprr�ent Internal Service Fund.
13. Resolution 89-90 - establishing the rate of pay for Approved
Customer Service Senior Representative in Grade 29,
Section IDI of the Clerical Standard Ranges in the
Salary Plan and Rates of Compensation Resolution.
(Referred from Council January 19)
14. Resolution 89-91 - establishing the rate of pay for Approved
Customer Service Representative in Grade 25, Section "
ID1 of the Clericai Standard Ranges in the Salary Plan
and Rates of Compensation Resolution. (Referred from
Council January 19}
15. Resolution 89-50 - ailowing employees resigning in Approved
1988 who qualifv for severance pay the option of
receiving it in fuli or in five equal installments.
(Referred from Council January 12)
16. Resolution 89-92 - amending the Tuition Reimbursement Laid over one month
Policy in Section II1 , H in the Salary Plan and Rates
of Compensation Resolution. (Referred from Council
January 19}
17. Discussion of Bureau of Mediation Services Order to Continued discussion
retease job evaluation system data. in three weeks
18. Resolution 89-107 - approving continuation of the Laid over one week
process of considering the consolidation of the
Fire Department Relief A�sociation with the Public
Employees Retirement Association Police and Fire Fund.
(Referred from Council January 24)
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March _, 1989
Midwest Secur$.ties Trust Company
One FinanciallPlace
440 South LaS lle Street
Chicago, IL 0605
RE: City of Saint Paul, Minnesota --
� $11, 750, 000 General Obligation Capital
j Improvement Bonds, Series 1989A
$2,000,000 General Obliqation Street Improve-
ment Special Assessment' Bonds, 5eries 1989B
$5, 000,000 General Obligation Como Conservatory
Bonds, Series 1989C
$5,500,000 General Obligation Warner/Shepard
Road Bonds, Series 1989D
$2,275,000 General Obligation Capital
Improvement RefundinQ Bonds, Series 1989E
Gentlemen:
Th� purpose of this letter is to set out certain
matters rela ing to the safekeeping and "Global" Book-entry of
$26,525,000 n aggregate principal amount of 1989 general
obligation b nds referenced above (the "Bonds" ) issued by the
City of Sain Paul, Minnesota (the "Issuer" ) . Each series of
the Bonds is being issued in accordance with its own resolu-
tion (as app opriate to an issue, the "Resolution" ) of the
Issuer adopt d on February _, 1989, under which the Treasurer
of the City f Saint Paul, Minnesota, is acting as bond
registrar (t e "Bond Registrar" ) , and is being sold pursuant
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to bids acce �ed Februar 14, 1989, from Harris Trust and
P Y
Savings Bank,lof Chicago, Illinois, and First Bank National
Association of Minneapolis, Minnesota, and
� (collectively, the "Purchasers" ) , pursuant
to which the Purchasers have agreed to purchase, and the
Issuer has ac�reed to issue, the Bonds .
In �order to induce the Issuer and Bond Registrar to
cause the Pu�chasers to deposit the Bonds with Midwest
Securities T�ust Company ( "MSTC" ) and in order to induce MSTC
to accept th Bonds as eligible for deposit at MSTC and to
hold such Bo ds for the term thereof for the benefit of those
brokers, dea ers, banks and other financial institutions which
are members f MSTC (the "Participants" ) , the Issuer, Bond
Registrar an�l MSTC agree as follows:
l .l Designation by MSTC. M5TC agrees to designate
the Bonds a eligible securities under its Bylaws and Rules,
and agrees o abide by such Bylaws and Rules, as well as the
Procedures dopted by MSTC pursuant thereto, at all times in
connection ith the performance of its obligations in connec-
tion with t e safekeeping and book-entry of the Bonds . MSTC
agrees to u e its best efforts to notify the Issuer of any
proposed ch nges in such Rules, Bylaws or Procedures which
would affec� the Bonds or their transfer.
2�. Deposit. At the closings of the initial
issuance of the Bonds scheduled for March , 1989, and
March _, 11989, the Issuer will cause the Purchasers to
deposit wi h MSTC one Bond certificate for each maturity of
each serie registered in the name of Kray & Co. , an Illinois
general pa tnership which is the nominee of MSTC, having an
aggregate ace value of $26,525,000 and representing 100$ of
the princi al amount of such Bonds, and such Bond certificates
shall rema�n in the custody of MSTC or its agent.
. Notice of Redemption of All Bonds . In the event
a redem tion or other earl withdrawal resultin in re-
of , y , 9
tirement o all Bonds of a series outstanding, the Issuer or
Bond Regis�trar shall give MSTC and the other registered
securities� depositories notice of such event, including second
notices of� advance refundings, not less than thirty ( 30) nor
more than sixty (60) days prior to the redemption date.
I4 . Notice of Partial Redemption. In the event of a
redemptio , or any other early withdrawal, resulting in the
retiremen of less than all Bonds of a series outstanding, the
Issuer or Bond Registrar shall give MSTC and the other
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registered s curities depositories notice of such event,
including se ond notices of advance refundings, not less than
thirty ( 30) or more than sixty (60) days prior to the
redemption d te. MSTC, the Issuer and the Bond Registrar
shall cooper te in determining the method of allocating the
reduction am ng beneficial owners .
5 . I Information in Redemption Notices . All
redemption nc�tices to MSTC and other registered securities
depositorieslshouid contain the following: (a) CUSIP num-
ber(s) ; (b) dertificate numbers and called amounts of each
certificate or partial calls; (c) publication date; (d)
redemption d te; (e) redemption price; ( f) redemption agent
name and add ess; (g) nominal date of original issue;
(h) interest rate; ( i) maturity date; and ( j ) any other
descriptive information that accurately identifies the called
Bonds .
6 . Timing and Addresses for Redemption Notices .
All redemptio notices (and, as to MSTC and Kray & Co. , other
notices) to M TC or Kray & Co. and the other registered secu-
rities deposi ories shall be forwarded by hand delivery (with
receipt) or E press or Courier Service or certified or regis-
tered United tates mail at least two (2) days prior to the
publication dlte ( if published) to:
� (i) Midwest Securities Trust Company
Capital Structures - Call Notification
One Financial Place
� 440 South LaSalle Street
Chicago, Illinois 60605
, FAX - (312 ) 663-2343
(ii) The Depository Trust Company
711 Stewart Avenue
Garden City, New York 11530
Attention: Diana Difiglia
FAX - (516) 227-4039 or 4190
II (iii)Pacific Securities Depository
Trust Compang
Pacific and Company
P.O. Box 7041
� San Francisco, California 94120
� FAX - (415) 393-4128
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�( iv) Philadelphia Depository Trust Company
Reorganization Division
1900 Market 5treet
Philadelphia, Pennsylvania 19103
Attention: Bond Department
DEX - (215) 496-5058
The Issuer or �ond Registrar shall also send such redemption
notices to one �or more information services of national
recognition th�t disseminate redemption information, such as
J.J. Kenny or �'inancial Card Services.
7 . nterest Pa ents . Interest payments shall
contain the Bo ds ' CUSIP numbers and be forwarded to MSTC or
its nominee Kr y & Co. (c/o P.O. Box 96625, Chicago IL 60693) ,
or its registe ed assigns, in next day funds or its equivalent
on each intere t payment date no later than 12 :00 noon
(Chicago, Illi ois, time) . At the option of the Issuer, such
interest payme ts may be made by wire transfer to:
Continental I1 inois National Bank and Trust Company of
Chicago, for t e credit of Midwest Securities Trust Company,
Account No. 75 2416, ABA No. 071000039 . Interest payments
shall be made ayable to the order of Kray & Co. The payment
shall list eac CUSIP number ancl the respective interest
amount repres nted by that payment. MSTC agrees that it will
credit such p ents to the accounts of its Participants in
accordance wi h its Rules and Procedures, as in effect from
time to time.
8. Principal and Premium Payments; Other Payees .
MSTC understa ds that, except as to partial prepayments of
principal, pr'ncipal and premium are payable upon surrender of
the Bond cert' ficates to the Bond Registrar. Payments of
principal or remium shall contain each Bond' s CUSIP number
and be wired r otherwise forwarded to MSTC or its nominee
Kray & Co. , o its registered assigns, in next day funds or
its equivalen , on each payment date no later than 12 :00 noon
(Chicago, 111 nois, ti.me) . In the event that a payment
reflects fund paid on more than one CUSIP number, the payment
shall contain a reference to each CUSIP number represented by
that payment. Principal payments shall be made payable to the
order of Krayi & Co. and be sent to:
I MIDWEST SECURITIES TRUST COMPANY
iONE FINANCIAL PLACE
440 SOUTH LASALLE STREET
CHICAGO, ILLINOIS 606Q5
� ATTN: REORGANIZATION DEPARTMENT
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At the optioh of the Issuer, such payments of principal or
premium may e made by wire transfer to: Federal Reserve Bank
of Chicago, or the credit of Midwest Securities Trust
Company, ABA No. 071002299 .
IflBond certificates are authenticated and delivered
by the Issue or Bond Registrar other than to MSTC or its
nominee Kray & Co. , pursuant to the Resolution, any payment of
principal or interest due MSTC or Kray & Co. shall be made to
MSTC or its �►ominee Kray & Co. on the payment date and in
immediately �vailable funds if such other certificate holders
are entitledjto receive payment of principal or interest in
such funds .
9 . Chancte 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 shall be unable to make any interest or principal
amounts by th payment date, the, Bond Registrar or Issuer
shall so advi e MSTC by telex (Number 254236) no later than
4 :00 p.m. (Ch'cago, Illinois, time) on the day prior to the
payment date. Such single notice shall be addressed to the
following thr e officers : (i) Senior Vice President of
Operations, ( ' i) Manager of Bond Interest Department and ( iii)
Manager of Re�rganization Department.
10 . �1 Addresses . MSTC may direct the Issuer or Bond
Registrar to se any other address or department of MSTC as
the address o� department to which notices may be sent.
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11 . New Certificates or �Notation Upon Partial
Redemption. n the event a redemption or any other early
withdrawal ne essitating a reduction in the aggregate princi-
pal amount of Bonds outstanding, MSTC, in its discretion, (a)
may request t e Issuer or Bond Registrar to issue and authen-
ticate new Bo d certificates, or (b) shall make an appropriate
notation on t e Bond certificates indicating the date and
amounts of suc#h reduction in principal, and may present the
Bond certifica�tes to the Bond Registrar for execution of such
notation.
12 . I� Another De ositorv or Replacement Bonds . The
Resolution pr ides that in the event the Issuer determines
that (a) MSTC is incapable of discharging responsibilities
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described he�ein and in the Resolution, or (b) it is in the
best interestl of the beneficial owners of the Bonds that they
be able to ob ain certificated Bonds, as more fully set forth
in paragraph 6 of each Resolution, the Issuer or Bond
Registrar may notify MSTC that it will arrange for another
securities de ository to maintain custody of the certificates
for the Bonds or issue Bond certificates to each Bondholder,
as appropriat . In the event that MSTC is no longer to serve
as securities depository for the Bonds, MSTC, the Issuer and
the Bond Regi 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 a 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 f the Issuer or Bond Registrar, furnish the
Issuer or Bon Registrar lists of the principal amount of
Bonds held fo the account of such Participants and the names
and addresses of such Participa�ts to permit the Issuer or
Bond Registra to ascertain the names and addresses of the
beneficial ow ers of the Bonds and, if deemed appropriate, to
send notices o such beneficial owners . The Issuer agrees to
pay all reaso able fees to MSTC for the provision of such
lists . This ection is intended to enable the Issuer and eond
Registrar to dentify and communicate directly with beneficial
owners of the Bonds and is not an implication that MSTC or
Kray & Co. wo ld not forward notices in its ordinary course.
14 . Lists; Signatures; Etc. The Issuer hereby
authorizes MS�C to provide the Bond Registrar with lists of
the principal amount of Bonds held for the account of its
Participants nd also authorizes the Bond Registrar to pro-
vide MSTC wit such signatures, signature specimens and autho-
rizations to ct as may be deemed necessary by MSTC to permit
MSTC to disch rge its obligations to its Participants and
proper regula ory authorities . This authorization, unless
revoked by th Issuer, shall continue for the term of the
Bonds, until nd unless the above-named Bond Registrar shall
no longer be cting under the Resolution. In such event, the
Issuer shall rovide MSTC with similar evidence of the
authorization of any successor Bond Registrar to so act.
15 . Bond Reqistrar and Issuer Not Responsible.
Neither the B nd 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 he Bonds so long as MSTC or a nominee of MSTC is
the registe ed owner of the Bonds .
16 . Voting. In the event that a vote of Bond-
holders is tb occur, Bonds registered in the name of MSTC or
its nominee ay be voted in fractions representing portions of
such Bonds i the principal amount of $5,000, or any integral
multiple the eof .
17�. Bonds in Registered Form. The Issuer intends
that the Bon�s will at all times be obligations "in registered
form" within the meaning of Section 149(a) of the Internal
Revenue Code � of 1986 . Consistent with the intent and notwith-
standing the�provisions in the previous paragraphs of this
Letter Agree ent, MSTC shall, pursuant to reasonable instruc-
tions of the Issuer and to the extent permitted by MSTC ' s
Rules, Bylaw� and Procedures, and at the expense of the
Issuer, take such actions and assume such responsibilities not
otherwise co templated by this Letter Agreement as required to
assure that he Bonds be obligations "in registered form"
within the m aning of said Section 149(a) .
.
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Very truly yours,
TREASURER OF THE CITY OF
SAINT PAUL, MINNESOTA
(BOND REGISTRAR)
� By
Gary Norstrem, Treasurer
CITY OF SAINT PAUL,
MINNESOTA ( ISSUER)
By
Mayor
And By
Director Department of
Management and Finance
Services
� APPROVED AS TO FORM:
, By
Assistant City Attorney
ACCEPTED BY:
Midwest Secu ities Trust Company
By•
.
Date:
Letter Agree ent relating to certain general obligation bonds
issued in 19 9 .
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WN17E - C�TV CLERK 5a5T I
PINK - FINANCE C I TY OF SA I NT PAU L �ouncil
CANARV - DEPARTMENT
BLUE - MAVOR File NO.� I
Council Resolution ��
� �
Presented B
Referred To �' Committee: Date l ��°��'�-�7
Out of Committee By Date
PROVIDIN FOR THE ACCEPTANCE OF BID ON S E OF
$5,500,00 GENERAL OBLIGATION WARNER/SHEP ROAD �
BONDS, SERIES 1989D,
UTHORIZI G THEM AND PROVIDING FOR THEI ISSUANCE
ERE S, bids for the sale of $5, 500, 000 General �
Obligation rn r/Shepard Road Bonds, Ser es 1989D (the
"Bonds" ) , of h City of Saint Paul, Min esota (the "City" ) ,
are to be rece ' ed on February 13, 1989 and considered
on February 14, 989, in accordance wi h Resolution No.
89- adopted this Council on Jan ary 17 , 1989 (the
"Resolution Cal in the Sale" ) , and proved by the Mayor
on January , 989 and
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WHERE S, the City Charte requires that the Bonds 1
be authorized b vote o four mem ers of this Council; and
WHERE S, it is ssib e that four members of
this Council will not be pr se on February 14, 1989 ; and
WHERE S, to best ac mplish the sale of the Bonds
on February 14 , 1989, and st 1 authorize the Bonds by �:�
the votes of f ur members o thi Council, it is desirable
that this reso ution be ad pted i advance of the sale
of the Bonds a d that the acceptan of the best bid be ...
delegated to a authoriz officer o the City, as permitted
by Minnesota S atutes, ction 475. 60, Subdivision 3 ; a�d -:�
COUNCIL MEMBERS
Yeas Nays Requested by Department of:
nimond Finance and Management Services '��
�� In Favor
Gosw;tz �
Rettman
Scheibel A gai n s t BY
Sonnen
�::,
Wilson �::•;'
Form Approved by City Atto ey
Adopted by Council: Date � _
Certified Passed by Council Secr tary gy v
sy .
Approved by Mavor: Date _ Approve b Mayo or S ' sion to Council `
By _� .�
_ _ _ _._ _ _ _t _ _ "i�'
�–- –— _ - - -
(,��9%�9
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WHER�AS, the proceeds of the Bonds will finance the
reconstruction !of Shepard Road and Warner Road, for which the
City is proceec�ing pursuant to its Charter and Laws of
Minneso a for ]1988, Chapter 686; and
WHER�AS, the City has heretofore issu registered
obligation inlcertificated form, and incurs s stantial costs
associated itY� their printing and issuance, nd substantial
continuing t at�saction costs relating to th r payment,
transfer and �change; and
WHER �AS, the City has determin d that significant
savings in tra action costs will resul from issuing bonds in
"global book-e ry form" , by which bon s are issued in
certificated f in large denominati ns, registered on the
books of the C�.t in the name of a d ository or its nominee,
and held in sa�ek ping and immobil zed by such depository,
and such depos3.tor as part of the omputerized national
securities cle�ranc and settleme system (the "National
System" ) registers t nsfers of ership interests in the
bonds by making compu rized boo entries on its own books and
distributes pa ents o the bon s to its Participants shown on
its books as t�ie owners of suc interests; and such
Participants a�d other b nks, rokers and dealers
participating n the Nati na System will do likewise (not as
agents of the �ity) if not t e beneficial owners of the bonds;
and
WHER�AS, "Parti ip nts" means those financial insti-
tutions for whbm the Depo ito effects book-entry transfers
and pledges oflsecuritie depo ited and immobilized with the
Depository; anld
WHER�EAS, Mi est Secur ties Trust Company, a limited
purpose trusticompany organized u der the laws of the State of
Illinois, or a�ny of 'ts successors or successors to its func-
tions hereund r (th "Depository" ) , will act as such deposi-
tory with res ect t the Bonds exce as set forth below, and
there is befo e th s Council a form letter agreement (the
"Depository L tter Aqreement" ) settin forth various matters
relatinq to t e D pository and its rol with respect to the
Bonds; and
WHE1�E , the City will deliver t e Bonds in the form
of one certifi�c te per maturity, each representing the entire
principal amo�nt of the Bonds due on a particular maturity
date (each a '�Glo al Certificate" ) , which sinqle certificate
per maturity �ay be transferred on the City' s bond register as
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requir d by the Uniform Commercial Code, but not exchanged for
smalle denom''�.nations unless the City determines to issue
Replace nt Bonds as provided below; and
HE�tEAS, the City will be able to replac the
Depository iunder certain circumstances to aban on the
"global book- ntry form" by permitting the Globa Certificates
to be exchang for smaller denominations typic 1 of ordinary
bonds registe�te on the City' s bond reqister; nd "Replacement
Bonds" means �he certificates representing th Bonds so
authenticatediand delivered by the Bond Regi trar pursuant to
paragraphs 6 a�nd 1 hereof; and
WHEREAS, " lder" as used herei means the person in
whose name a Bond is r istered on the r gistration books of
the City maintlained by e City Treasur r or a successor
registrar appoiinted as p vided in par graph 8 (the "Bond
Registrar" ) : '
NOW,I� THEREFORE, BE IT RES VED by the Council of the
City of Saint �aul, Minnesota as llows:
1. cce tance of Bid. Notwithstanding that the
Resolution Cal ing the Sale cont plated that this Council
might accept t e bid on the sal the Bonds, the bids to
purchase $5,50�,000 General Ob igat'on Warner/Shepard Road
Bonds, Series 989D, of the C y (th "Bonds" , or individually
a "Bond" ) , in �ccordance wit the Of cial Terms of Offering
for the bond s�le, shall be eviewed b the Director,
Department of inance .and M nagement Se vices (or, if he is
absent or unav2�ilable or d sabled, the T asurer or Budget
Director or Ma�or or any ther officer of he City approved by
the City Attorqey) . Suc officer may reje all bids if
deemed advisab e after nsultation with the City' s financial
consultant. I� all bi are not rejected, su officer shall
find, determin�, and de lare which bid is the m t favorable
bid received an�d acce t such bid and award the nds to such
bidder ( the "Pu�rchas " ) . In accepting such bid, such officer
shall set the i ter t rates on the Bonds (to be t se
interest rates et orth in such bid) , and shall set the
purchase price or the Bonds (to be that purchase price set
forth in such b d, plus interest accrued to settlement) . The
Director, Depar nt of Finance and Management Services, or
his desiqnee, i irected to retain the deposit of the
Purchaser and t� forthwith return to the unsuccessful bidders
their qood faitl� checks or drafts .
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2 . Title; Original Issue Date; Denominations;
aturities . The Bonds shall be titled "General Obligation
rner Shepa d Road Bonds, Series 1989D" , shall be dated
M rch 1, 198 , as the date of original issue and shall be
is ued forth ith on or after such date as fully reqistered
bo s . The onds shall be numbered from R-1 upward. Global
Cer ificates shall each be in the denomination of the entire
prin ipal am unt maturinq on a single date. Replacement
Bonds if is ued as provided in paraqraph 6, sha be in the
denomi ation of $5, 000 each or in any integral ltiple
thereof f a single maturity. The Bonds shall ature, without
option o pr payment, on March 1 in the years nd amounts as
follows:
Y r Amount Ye Amount
199 $410,000 95 $555,000
1991 435,000 996 595,000
1992 460, 000 1997 635,000
1993 490,000 1998 675,000
1994 520,000 1999 725,000
3 . Pur o The Bonds s all provide funds to
reconstruct hepard �ad and Warne Road (the "Improvements" )
in the City. The pro eds of the onds shall be deposited and
used as prov'ded in pa graph 18 for the purpose described by
Laws of Minn sota for 1 S, Cha er 686 . The total cost of
the Improvem nts, which all ' clude all costs enumerated in
Minnesota St tutes, Sectio 47 .65, is estimated to be at
least equal o the amount o he Bonds. Work on the
Improvements shall proceed th due diligence to completion.
4 . Interest. T B nds shall bear interest payable
semiannually on March l a Sep ember 1 of each year (each,
an "Interest Payment Date ) , co ncinq September 1, 1989,
calculated o the basis f a 360- y year of twelve 30-day
months, at t e respecti e rates pe annum determined for each
of the matur' ty years ' the manner, and by the officer,
provided in aragraph of this reso tion.
5. Descri tion of the G1oba1 Certificates and
Global Book- nt S tem. Upon their or'qinal issuance the
Bonds will b issue in the form of a sin le Global Certifi-
cate for eac matu ity, deposited with the Depository by the
Purchaser an innno ilized as provided in paragraph 6 . No
beneficial o ers of interests in the Bonds will receive
certificates repr sentinq their respective interests in the
Bonds except as ovided in paragraph 6 . Except as so
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provided, durinc� the term of the Bonds, beneficial owne hip
(and subsequent transfers of beneficial ownership) of
interests in th� Global Certificates will be reflect by book
entries made on� the records of the Depository and i s
Particip nts an�l other banks, brokers, and dealer partici-
pating in the N$tional System. The Depository' s ook entries
of benefic 'al odvnership interests are authorize to be in
increments f $6,000 of principal of the Bond , but not
smaller inc eme�ts, despite the larger autho zed
denomination o�f the Global Certificates . ayment of
principal of, p�emium, if any, and interes on the Global
Certificates illl be made to the Bond Reg' strar as paying
agent, and in urn by the Bond Registrar to the Depository or
its nominee as legistered owner of the lobal Certificates,
and the Deposit y accordinq to the 1 s and rules governing
it will receive� d forward payments n behalf of the
beneficial owne�rs of the Global Cer ficates .
Payment ofl pri cipal of, pre um, if any, and interest on
a Global Certi�icate may in the ty' s discretion be made by
such other metl�od of ransferri funds as may be requested by
the Holder of a� Global Certifi te.
6 . mmobiliza ion f Global Certificates b the
De ositor • Su cessor De s ' or • Re lacement Bonds . Pursuant
to the request of the Pur ser to the Depository, which
request is req�ired by the fficial Terms of Offering, immedi-
ately upon the original d 1 very of the Bonds the Purchaser
will deposit tl�e Global ert icates representing all of the
Bonds with thelDeposito . T Global Certificates shall be
in typewrittenlform or otherwi as acceptable to the
Depository, sh�ll be qistered 'n the name of the Depository
or its nomineeland s 11 be held 'mmobilized from circulation
at the officeslof t Depository behalf of the Purchaser
and subsequent bond wners . The De sitory or its nominee will
be the sole ho der of record of the lobal Certificates and no
investor or ot er party purchasing, llinq or otherwise
transferrinq o ship of interests in any Bond is to receive,
hold or delive ny bond certificates s long as the
Depository hol the Global Certificates immobilized from
circulation, e cept as provided below in his paraqraph and in
paraqraph 12 .
Certif a�tes evidencinq the Bonds may n t after their
original d ivlery be transferred or exchanqed except:
( i�) Upon registration of transfer ownership of
a GlobaliCertificate, as provided in paragr h 12,
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( ii To any successor of the Depository ( its
nomi e) �r any substitute depository (a "subst' ute
deposi or�" ) designated pursuant to clause (ii ' of this
subpar r ' ph, provided that any successor of e
Deposito or any substitute depository must e both a
"clearin corporation" as defined in the Mi esota
Uniform C� ercial Code at Minnesota Statu es,
Section 3 8-102, and a qualified and re istered
"clearing a ncy" as provided in Section 7A of the
Securitie$ E hange Act of 1934, as ame ed,
( iii) To a substitute deposito designated by and
acceptabl to t e City upon (a) the termination by the
Depositor�i that e Bonds shall no 1 nger be eligible for
its depository se vices or (b) a de ermiqation by the
City that�the Depo 'tory is no lon er able to carry out
its funct ons, prov ed that any ubstitute depository
must be q alified to ct as such as provided in clause
( ii) of t�is subparag ph, or
(iv To those pe ons o whom transfer is
requested� in written tra fe instructions in the event
that:
�(a) the Deposi shall resiqn or discontinue
its ervices for th Bo s and the City is unable to
loca e a substitut depo 'tory within two (2) months
foll wing the resi nation r determination of non-
eliq'bility, or
(b) upon determinati by the City in its
sole discretio that ( 1) the ntinuation of the
book entry sy em described he ein, which precludes
the ssuance f certificates (o er than Global
Cert ficates to any Holder othe than the
Depo itory or its nominee) , migh adversely affect
the 'ntere t of the beneficial own rs of the Bonds,
or ( ) th t it is in the best inter st of the
bene ici owners of the Bonds that hey be able to
obta�in rtificated bonds,
in either o which events the City shall not' fy Holders
of its de rmination and of the availability f
certifica es (the "Replacement Bonds" ) to Hol rs
requesti the same and the reqistration, transfer and
exchang f such Bonds will be conducted as provided in
paragrap s 9B and 12 hereof.
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In th event of a succession of the Depositor as
may be authoriz�d by this paragraph, the Bond Registra upon
present tion of' Global Certificates shall register th ir
transfer to the substitute or successor depositories and the
substitut or si,uccessor depository shall be treate as the
Depository or �11 purposes and functions under t s
resolution. Th Depository Letter Agreement sha not apply
to a substitu e or successor depository unless e City and
the substitute �r successor depository so agre , and a similar
agreement may b entered into.
7 . Nb edem tion. The Bonds sh 1 not be subject
to redemption a�nd repayment prior to the' maturity.
8 . Bond R istrar. The Trea rer of the City is
appointed to ac� as b nd registrar and transfer agent with
respect to the onds ( he "Bond Reqis rar" ) , and shall do so
unless and unti a succ ssor Bond Re istrar is duly appointed.
A successor Bon� Registr shall be an officer of the City or
a bank or trust company e gible r designation as bond
registrar pursu nt to Minn ota atutes, Chapter 475, and may
be appointed pu�suant to an co ract the City and such
successor Bond �tegistrar sha xecute which is consistent
herewith. The �ond Registrar hall also serve as paying agent
unless and unti a successor ing agent is duly appointed.
Principal and i terest on t B ds shall be paid to the
Holders (or rec�rd holders of th Bonds in the manner set
forth in the fo�ms of Bon and par graph 14 of this
resolution. '
9 . F rms of ond. The Bon s shall be in the form
of Global Certi icate unless and unti Replacement Bonds are
made available s pr ided in paragraph 6 . Each form of bond
may contain suc ad itional or different terms and provisions
as to the form �f ayment, record date, n tices and other
matters as are o sistent with the Deposit ry Letter Agreement
and approved by� e City Attorney.
A. obal Certificates. The Globa Certificates,
together with e Certificate of Registration, the form of
Assignment a i�he registration information the eon, shall be
in substant' 11 the following form and may be typewritten
rather tha pri ted:
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
CITY OF SAINT PAUL
R- ' S
GENERAL OBLIGATION WARNER�SHEPARD R AD
' BOND, SERIES 1989D
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL SSUE CUSIP
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March 1, 199_ March , 1989
REGISTERED OWN R:
PRINCIPAL AMOU T: DOLLARS
KNOW ALL PER NS BY TH E PRESENTS that the City of
Saint Pau1, R sey Coun , Minn ota (the "Issuer" or "City" ) ,
certifies that it is ind ted d for value received promises
to pay to the �egistered ne specified above or on the
certificate of registratio low, or reqistered assigns,
without option of prepaymen , in the manner hereinafter set
forth, the pri cipal amoun ecified above, on the maturity
date specified above, and o ay interest thereon semiannually
on March 1 and�, September of ach year (each, an "Interest
Payment Date" ) commenc ' g Sep mber 1, 1989, at the rate per
annum specifie above alculat on 'the basis of a 360-day
year of twelve 30-day onths) un 1 the principal sum is paid
or has been pr vided for. This B nd will bear interest from
the most recen Int est Payment D te to which interest has
been paid or, f n interest has be n paid, from the date of
original issue he eof. The principa of and premium, if any,
on this Bond a e ayable by check or raft in next day funds
or its equival (or by wire transfe in immediately
available fund if payment in such fo is necessary to meet
the timing re irements below) upon pre ntation and surrender
hereof at th �rincipal office of the Tr asurer of the Issuer
in Saint Pa 1, Minnesota (the "Bond Regis rar" ) , acting as
paying aq t, r any successor paying agen duly appointed by
the Issuer. I terest on •this Bond will be aid on each
Interest Payme�.t Date by check or draft in xt day funds or
its equivalent mailed (or by wire transfer i immediately
available fund if payment in such form is necessary to meet
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the timing req irements below) to the person in whose me
this Bond is r gistered (the "Holder" or "Bondholder" on the
registration b oks of the Issuer maintained by the B nd
Registr and �t the address appearing thereon at t e close of
business on th� fifteenth calendar day preceding s ch Interest
Payment D te (�he "Regular Record Date" ) . Intere t payments _
shall be r eived by the Holder no later than 12 00 noon,
Chicago, I1 'nois, time; and principal and prem um payments
shall be rece'ved by the Holder no later than 2:00 noon,
Chicago, Illin is, time, if the Bond is surre dered for
payment enough advance to permit payment o be made by such
time. Any inter t not so timely paid sha cease to be
payable to the ', pe on who is the Holder h eof as of the
Regular Record Date and shall be payabl to the person who is
the Holder her of at the close of busin s on a date (the
"Special Recor Date" fixed by the Bo Reqistrar whenever
money becomes vailabl for payment o the defaulted interest.
Notice of the pecial Re ord Date sh 1 be given to
Bondholders no less than ten days ior to the Special Record
Date. The pri cipal of an premiu , if any, and interest on
this Bond are ayable in la ful m ey of the United States of
America.
Date of Pa ent Not usiness Da . If the date for
payment of the , principal of, r ium, if any, or interest on
this Bond shal� be a Saturda , S day, legal holiday or a day
on which bankimg institutio s in he City of Chicago,
Illinois, or tMe city wher the pr ncipal office of the Bond
Registrar is ldcated are uthorized by law or executive order
to close, then the date or such pa ent shall be the next
succeeding day which is not a Saturda , Sunday, legal holiday
or a day on wh ch such banking institu ions are authorized to
close, and pa ent on such date shall h ve the same force and
effect as if m de on the nominal date of payment.
No R de tion. The Bonds of thi issue are not
subject to red mp ion and prepayment prior o their maturity.
Issu ce• Pur ose• General Obli ati n. This Bond is
one of an issu in the total principal amount f $5,500,000,
all of like d e of original issue and tenor, e cept as to
number, matu i y, interest rate, and denominatio ,, which Bond
has been is ue pursuant to and in full confornity with the
Constituti n a d laws of the State of Minnesota, including
particularly L ws of Minnesota for 1988, Chapter 686, and the
Charter of the '� Issuer, and pursuant to a resolution adopted by
the City Counc�l of the Issuer on February _, 1989 (the
"Resolution" ) , � for the purpose of providing money to
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reconstruct Sh�pard Road and Warner Road in the City. This
Bond is payabl� out of the General Debt Service Fund of the
Issuer. This �ond constitutes a general obligation o the
Issuer, and to provide moneys for the prompt and ful payment
of its pr'ncip�l, premium, if any, and interest wh the same
become due th full faith and credit and taxing wers of the
Issuer have be�n and are hereby irrevocably pled d.
Den inations• Exchan e• Resolution. The Bonds are
issuable origi ally only as Global Certificat s in the
denomination o the entire principal amount f the issue
maturing on a �i gle date. Global Certific es are not
exchangeable f�r ully registered bonds of smaller
denominations �xce t in exchange for Repl cement Bonds if then
available. Re�lace ent Bonds, if made a ailable as provided
below, are issuable lely as fully reg' tered bonds in the
denominations f $5,0 and integral m tiples thereof of a
single maturit}� and are exchangeable r fully registered
Bonds of otherIauthorize denominati s in equal aggregate
principal amour�ts at the incipal fice of the eond
Registrar, but�only in the anner d subject to the
limitations pr vided in the esol ion. Reference is hereby
made to the Re$olution for a esc iption of the rights and
duties of the $ond Registrar. C pies of the Resolution are on
file in the pri�ncipal office o the Bond Registrar.
Re le'cement Bonds . ep acement Bonds may be issued
by the Issuer 'n the event t at:
(a) the Deposit shall esign or discontinue its
services or the Bon , and only if the Issuer is unable
to locate�a substit e depository within two ( 2) months
followinq �the resig ation or dete ination of non-
eligibilit�y, or
(b) upon a determination by the Issuer in its sole
discretio that ( 1) the continuation o the book-entry
system des�crib in the Resolution, whi h precludes the
issuance f c tificates (other than Glo al Certificates)
to any Ho�lder other than the Depository ( r its nominee) ,
miqht adv rs ly affect the interest of the beneficial
owners of�t e Bonds, or (2) that it is in t e best
interest o� the beneficial owners of the Bon s that they
be able t obtain certificated bonds.
Tra sfer. This Bond shall be registered in the name
of the payee on the books of the Issuer by presenting this
Bond for regist�ration to the Bond Registrar, who will endorse
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his, her or it�s name and note the date of registratio
opposite the �,ame of the payee in the certificate of
registration ajttached hereto. Thereafter this Bon may be
transfer ed by� delivery with an assignment duly e cuted by
the Hold r or �is, her or its legal representativ s, and the
Issuer an Bonjd Registrar may treat the Holder the person
exclusively en�titled to exercise all the right and powers of
an owner unti � this Bond is presented with su assignment for
registration o transfer, accompanied by ass ance of the
nature provided by law that the assignment 's genuine and
effective, andlu til such transfer is regi ered on said books
and noted herebn the Bond Registrar, a subject to the
terms and cond�tion provided in the Res ution and to
reasonable reg�ilatio s of the Issuer co ained in any
agreement withl or no 'ce to, the Bond egistrar. Transfer of
this Bond may, ! at the 'rection and e ense of the Issuer, be
subject to ceri�ain othe restriction if required to qualify
this Bond as b�ing "in re istered f " within the meaning of
Section 149 (a) lof the fede 1 Inte al Revenue Code of 1986,
as amended.
Feeslu on Transfer o oss . The Bond Registrar may
require paymen of a sum suffic ent to cover any tax or other
governmental cHarge payable in c nnection with the transfer or
exchange of thi�s Bond and any eq 1 or unusual costs regarding
transfers and 1!ost Bonds.
Trea �ment of Re tered Ow er. The Issuer and Bond
Registrar may t�reat the p son in who e name this Bond is
registered as he owner reof for the urpose of receiving
payment as her�in provid d (except as o herwise provided with
respect to the Record D te) and for all ther purposes,
whether or not �his Bo d shall be overdue and neither the
Issuer nor the �Bond R gistrar shall be af cted by notice to
the contrary.
Authe ti ation. This Bond shall n be valid or
become obligato y for any purpose or be entit d to any
security unless e Certificate of Authenticati n hereon shall
have been execu ed by the Bond Reqistrar.
Not alified Tax-Exem t Obli ations. e Bonds
have not be d signated by the Issuer as "qualifie
tax-exempt obli ations" for purposes of Section 265( ) ( 3) of
the federal Int�rnal Revenue Code of 1986, as amended.
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IT I$ HEREBY CERTIFIED AND RECITED that 11 acts,
condition andithings required by the Constitutio and laws of
the State M�nnesota and the Charter of the Is uer to be
done, to hap n and to be performed, precedent o and in the
issuance of t �' s Bond, have been done, have ha pened and have
been performed�', in regular and due form, time and manner as
required by la�w, and this Bond, together wit all other debts
of the Issueriout tanding on the date of or'ginal issue hereof
and or� the da�e of ' ts issuance and delive to the original
purchaser, do�s not xceed any constitutio al or statutory or
Charter limit�tion o indebtedness .
IN �JITNESS WH EOF, the City f Saint Paul, Ramsey
County, Minnei�ota, by it City Council as caused this Bond to
be sealed wit�h its officia seal and be executed on its
behalf by the� photocopied f csimile s gnature of its Mayor,
attested by t;'he photocopied csimil siqnature of its Clerk,
and countersi�gned by the photo opie facsimile signature of
its Director� Department of Fin nc and Management Services .
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Date of Registr�tion: Registrable by:
Payable at:
BOND REGI R'S CITY OF SAINT PAU ,
CERTIFICATE F; RAMSEY COUNTY, NNESOTA
AUTHENTICATIO
This Bond is o� of the
Bonds described i the
Resolution me�tion Mayor
within.
Attest:
, Ci Clerk
Bond Registr�r
gy Counter iqned:
Authorize Signature
Director, D artment of Finance
and Manaqeme t Services
(SEAL)
General Ob�igati n Warner/Shepard Road Bond, Serie � 1989D, No.
R-
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CERTIFICATE OF REGISTRATION
The transfel of ownership of the principal amount o the
attached Bo d may be made only by the registered o ner or his,
her or 'ts egal representative last noted below ;
DATE OF SIGNATURE OF
REGISTRATIO REGISTERED OWNER BOND REGISTRAR
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ABBREVIATIONS
The follawing abbreviations, when used in th inscription
on the face this Bond, shall be construed as ough they
were written in full according to applicabl laws or
regulations: �i
TEN COM - as t�enant in common
TEN ENT - as tlienants y the entireties
JT TEN - as jo�int tena ts with right of s ivorship
and npt as ten nts in common
UTMA - i as cu todian for
(Cust) (Minor)
under t�e Uniform ransfers to Minors Act
(State)
Addi�tional abbreviati may also be used
though not in th above list.
F
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' ASSIGNMENT
For value received, the undersigned he eby sells,
assiqns and trapnsfers unto
the within ond and does
hereby i evoca ly constitute and appoint
attorney tra sfer the Bond on the books k pt for the
registratio th reof, with full power of s stitution in the
premises .
Dated:
Notic : The assignor' s si nature to this
� ssignment must orrespond with the name
I, a it appears u on the face of the within
' Bo d in every articular, without
' alt ration or any change whatever.
Signature Guaranteed:
Signature(s) mu�st be guara tee by a national bank or trust
company or by ajbrokerage firm ving a membership in one of
the major stock exchange .
The B nd Req' trar will n t effect transfer of this
Bond unless the info tion concerni g the transferee
requested belo is p vided.
Name and Addres :
( Include information for 11 joint owners
, if the Bond is held by j 'nt account. )
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B. R�placement Bonds . If the City has notified
Holders t t Re lacement Bonds have been made av ilable as
provided in ar�graph 6 , then for every Bond t reafter
transferred xchanged the Bond Registrar sh 11 deliver a
certificate in he form of the Replacement Bo d rather than
the Global Cert� 'cate, but the Holder of a lobal Certificate
shall not othe is be required to exchange the Global Certif-
icate for one o� mo Replacement Bonds si ce the City recog-
nizes that some bondh lders may prefer th convenience of the
Depository' s re istere ownership of the onds even though the
entire issue is no long required to b in qlobal book-entry
form. The Repl cement Bo ds, together ith the Bond
Registrar' s Cer ificate of uthentica on, the form of
Assignment and �he registrat 'on info ation thereon, shall be
in substantiall the followin form•
17
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
I CITY OF SAINT PAUL
R- S
GEN�RAL OBLIGATION WARNER�SHEPAR ROAD
BOND, SERIES 1989D
INTERES MATURITY DATE F
RATE I DATE ORIGIN ISSUE CUSIP
Marc 1, 1989
REGISTERED OWNE�t:
PRINCIPAL AMOUNi�: DOLLARS
KNOW JALL PER NS BY THE E PRESENTS that the City of
Saint Paul, Ram�ey Count , Minne ota (the "Issuer" or "City" ) ,
certifies that t is inde ted a for value received promises
to pay to the r�qistered o er pecified above, or registered
assigns, withoujt option of re ayment, in the manner
hereinafter setlforth, the p 'ncipal amount specified above,
on the maturit ' date specifi above, and to pay interest
thereon semiann ally on Marc and September 1 of each year
(each, an "Inte est Payment Dat " ) , commencing September 1,
1989, at the rate per ann speci ied above (calculated on the
basis of a 360- ay year o twelve 0-day months) until the
principal sum iIs paid or as been ovided for. This Bond
will bear interlest from he most re nt Interest Payment Date
to which interest has b en paid or, i no interest has been
paid, from the date of riginal issue ereof. The principal
of and premium, if any, on this Bond a payable upon
presentation a�d surr nder hereof at the principal office of
, in ,
he "Bond Registrar" ) , acting as paying
agent, or any ucc sor payinq agent duly a ointed by the
Issuer. Intere�st n this Bond will be paid each Interest
Payment Date b c eck or draft mailed to the rson in whose
name this Bond�i registered (the "Holder" or ondholder" ) on
the reqistratiqn books of the Issuer maintained y the Bond
Registrar and al the address appearing thereon a the close of
business on th fifteenth calendar day preceding ch Interest
Payment Date ( he "Reqular Record° Date" ) . Any int est not so
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timely paid s�all cease to be payable to the person who is the
Holder hereof as of the Regular Record Date, and shall e
payable to th� person who is the Holder hereof at th close of
bu iness on a, date (the "Special Record Date" ) fixe by the
Bon Registra� whenever money becomes available f payment of
the faulted, interest. Notice of the Special cord Date
shall e give� to Bondholders not less than te days prior to
the Spe 'al R�cord Date. The principal of a premium, if
any, and 'nte�est on this Bond are payable 'n lawful money of
the United t�tes of America.
REFIRENCE IS HEREBY MADE TO T E FURTHER PROVISIONS
OF THIS BOND FORTH ON THE REVERSE EREOF, WHICH PROVISIONS
SHALL FOR ALL P OSES HAVE THE SAME FFECT AS IF SET FORTH
HERE.
IT S HERE CERTIFIED D RECITED that all acts,
conditions an things quired the Constitution and laws of
the State of innesota a d the harter of the Issuer to be
done, to happ n and to be er rmed, precedent to and in the
issuance of t is Bond, have en done, have happened and have
been performe , in regular due form, time and manner as
required by 1 w, and this on together with all other debts
of the Issuer outstandin on th date of original issue hereof
and on the da�e of its ' suance d delivery to the original
purchaser, do s not ex ed any con titutional or statutory or
Charter limit�tion of ndebtedness.
IN �ITNES WHEREOF, the Cit of Saint Paul, Ramsey
County, Minne ota, y its City Council as caused this Bond to
be sealed wit� it official seal or a fa imile thereof and to
be executed o i s behalf by the oriqinal r facsimile
signature of t Mayor, attested by the ori 'nal or facsimile
signature of � s Clerk, and countersigned by he original or
facsimile sig ature of its Director, Departmen of Finance and
Management S ices.
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Date of Regist�ation: Registrable by:
Payable at: �
BOND REGIS ' S CITY OF SAIN PAUL,
CERTIFICATE F RAMSEY COUN , MINNESOTA
AUTHENTICATIO
This Bond is o of the
Bonds describe¢ i the
Resolution mention Mayor
within.
Atte t:
, Ci y Clerk
Bond Registrar
By Co tersigned:
Authorized Siqnature
Direc or, Department of Finance
and Ma gement Services
(SEAL)
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ON REVERSE OF BOND
Date pf Pa ent Not Business Da . If the date for
payment of the principal of, premium, if any, or interest
this ond shall be a Saturday, Sunday, legal holiday or day
on wh ch banking institutions in the City of Chicago,
Illinoi , or the city where the principal office of t e Bond
Registra is lo�ated are authorized by law or execu ve order
to close, hen the date for such payment shall be e next
succeeding ay which is not a Saturday, Sunday, gal holiday
or a day on i�h such banking institutions are authorized to
close, and pa �nt on such date shall have th same force and
effect as if ma on the nominal date of pa nt.
No Re em ion. The Bonds of th' issue are not
subject to rede ptio and prepayment pri r to their maturity.
Issua ce• Pur se• General li ation. This Bond is
one of an issue in the to al princip amount of $5,500,000,
all of like dat of oriqin issue nd tenor, except as to
number, maturit , interest te, d denomination, which Bond
has been issued pursuant to a 'n full conformity with the
Constitution an laws of the S te of Minnesota, includinq
particularly La�jvs of Minnesot r 1988, Chapter 686, and the
Charter of the Issuer, and p sua t to a resolution adopted by -
the City Council of the Iss er on bruary _, 1989 (the
"Resolution" ) , for the pur ose of p vidinq money to
reconstruct Shepard Road nd Warner R d in the City. This
Bond is payable', out of e General Deb Service Fund of the
Issuer. This B�nd con itutes a qeneral obligation of the
Issuer, and to rovid moneys for the pro t and full payment
of its principa , .pr ium, if any, and inte est when the same
become due, the ful faith and credit and ta ng powers of the
Issuer have bee a d are hereby irrevocably p dqed.
Denom ations• Exchan e• Resolution. e Bonds are
issuable solel as fully registered bonds in the nominations
of $5,000 and tegral multiples thereof of a sinq maturity
and are exch g able for fully registered Bonds of o her
authorized eno inations in equal aggregate principal mounts
at the pri cipa office of the Bond Registra=, but onl _ in the
manner an subj ct to the limitations provided in the
Resoluti . Re erence is hereby made to the Resolution for a
descrip on of the rights and duties of the Bond Registrar.
Copies f the R�solution are on file in the principal office
of the Bond Reg�strar.
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T�ransfer. This Bond is transferable by the Holder
in person o� by his, her or its attorney duly authorized in
writing at the principal office of the Bond Registrar upon
presenta io�n and surrender hereof to the Bond Registrar, al
subject t jthe terms and conditions provided in the Resol ion
and to re spnable regulations of the Issuer contained i any
agreement th, or notice to, the Bond Registrar. Th eupon
the Issuer hall execute and the Bond Registrar shal
authenticat and deliver, in exchange for this Bon , one or
more new fu}1 registered Bonds in the name of th transferee
(but not re i ered in blank or to "bearer" or milar
designation , o an authorized denomination or enominations,
in aggregat pri cipal amount equal to the pr'ncipal amount of
this Bond, �f the ame maturity and bearing nterest at the
same rate. IWhenev ownership of this Bon should be
transferred under an other circumstances or be registered in
nominee nam� only, th registered owner f the Bond shall, if
and to the �xtent requ ed to qualify is Bond as being "in
registered �orm" within he meaning o Section 149(a) of the
federal Int rnal Revenue de of 198 , as amended, and at the
direction a d expense of t Issuer maintain for the Issuer a
record of t e actual owner o the onds.
F es u on Transfer o oss . The Bond Registrar may.
require pa ent of a sum suffic ' nt to cover any tax or other
governmental, charge payable in co ection with the transfer or
exchange oflthis Bond and any lega or unusual costs regarding
transfers ar�d lost Bonds.
T�+eatment of Re stered Owne The Issuer and Bond
Registrar m y treat the rson in whose ame this Bond is
reqistered als the owner ereof for the pu ose of receivinq
payment as l�erein prov'ded (except as othe ise provided on
the reverse side here f with respect to the ecord Date) and
for all othel�,r purpos s, whether or not this B d shall be
overdue, andl neithe the Issuer nor the Bond Re istrar shall
be affected !�y not ce to the contrary.
Au hen ication. This Bond shall not be v id or
become oblig to for any purpose or be entitled to a
security unl�es the Certificate of Authentication hereo shall
have been ex� uted by the Bond Registrar.
N ualified Tax-Exem t Obli ations. The Bonds
have not b desiqnated by the Issuer as "qualified
tax-exempt o ligations" for purposes of Section 265(b) ( 3) of
the feder 1 nternal Revenue Code of 1986, as amended.
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ABBREVIATIONS
T�e following abbreviations, when used i the
insc ' tion on the face of this Bond, shall be c strued as
though heylwere written out in full according o applicable
laws or �lations:
TEN COM - a nants in common
TEN ENT - a� ,te nts by the entireties
JT TEN - as! 7oint enants with right of urvivorship
an�d not as enants in common
UTMA - � as ustodian for
(C�st) (Minor)
unde�r the Uni rm Transfers to Minors Act
(State)
�
l�dditional abbrev' tions also be used
though not in the abo list.
� ���t
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, ASSIGNMENT
Fler value received, the undersigned hereb sells,
assigns an � transfers unto
the within Bon and does
hereby irrelo ably constitute and appoint
attorney toitr sfer the Bond on the books kept or the
registratio� the eof, with full power of subst' ution in the
premises . i
Dated:
I
Nc�tice: The as 'gnor' s signa re to this
assignm t must corr spond with the name
I as it app rs upon he face of the within
Bond in eve par cular, without
alteration o an change whatever.
Signature Gu��aranteed:
I
Signature(s) � must be guarante by a nationa bank or trust
company or b�i a brokerage fi havinq a member ip in one of
the major st�ck exchanqes .
Th� Bond Reqist r will not effect transf of this
Bond unless �he informat' n concerninq the transferee
requested be ow is provi ed.
Name and Add�ess:
( Include information for all joint owners
if the Bond is held by joint account. )
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10! Execution. The Bonds shall be executed on
behalf of the� City by the signatures of its Mayor, Clerk and
Director, Department of Finance and Management Services, each
with the effdct noted on the forms of the Bonds, nd be sealed
with the seal� of the City; provided, however, t at the seal of
the City ay �be a printed or photocopied facsi ile; and
provided urtjher that any of such signatures y be printed or
photocopie flacsimiles and the corporate seal may be omitted
on the Bond ��as permitted by law. In the ev nt of disability
or resignati or other absence of any such fficer, the Bonds
may be signedi y the manual or facsimile si nature of that
officer who m�y act on behalf of such abse t or disabled
officer. In as any such officer whose ignature or
facsimile of �hose signature shall appea on the Bonds shall
cease to be s1�ch of 'cer before the deli ery of the Bonds,
such signatur or fa imile shall never eless be valid and
sufficient fo all pur oses, the same if he or she had
remained in o fice unti delivery.
11. Authenticat n• Date f Re istration. No Bond
shall be vali�l or obliqato for an purpose or be entitled to
any security qr benefit under this esolution unless a
Certificate o Authentication s ch Bond, substantially in
the form here'nabove set forth, all have been duly executed-
by an authori ed representative the Bond Registrar.
Certificates clf Authentication fferent Bonds need not be
signed by theisame person. The Bon Registrar shall authenti-
cate the sign tures of officer of th City on each Bond by
execution of he Certificate f Authen ication on the Bond and
by inserting als the date of egistratio in the space provided
the date on which the Bond ' authentica d. For purposes of
delivering the original Glo al Certificat to the Purchaser,
the Bond Regisl�trar shall i sert as the date of reqistration
the date of or�iqinal issu , which date is Ma h 1, 1989 . The
Certificate of Authentic ion so executed on ch Bond shall
be conclusive �vidence t at it has been authent ated and
delivered unde� this re olution.
12 . Re istr tion• Transfer• Exchan e. Th City
will cause to �e kept at the principal office of the Bond
Registrar a bo�d reg ter in which, subject to such reasonable
regulations as � the H nd Registrar may prescribe, the Bond
Registrar shal� pro ide for the reqistration of Bonds and the
reqistration o tr sfers of Bonds entitled to be registered
or transferredlas erein provided.
A Gl�ba Certificate shall be reqistered in the name
of the payee or} the books of the Bond Reqistrar by presentinq
25
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the Global Cllrtificate for re istration to the Bond Re istrar
� 9 9 �
who will end rse his or her name and note the date of regi-
stration opp�site the name of the payee in the certificate of
registration ',on the Global Certificate. Thereafter a Global
Certif ' ate �ay be transferred by delivery with. an assignment
duly e ecute by the Holder or his, her or it legal repre-
sentat ve, an'id the City and Bond Registrar m y treat the
Holder the�� person exclusively entitled t exercise all the
rights an po�wers of an owner until a Glob 1 Certificate is
presented 't� such assignment for regist tion of transfer,
accompanied �y assurance of the nature pr vided by law that
the assignmen is genuine and effective, and until such
transfer is re 'stered on said books an noted thereon by the
Bond Registra�, 1 subject to the te and conditions
provided in t�e Re olution and to reas nable regulations of
the City cont ined i any agreement w'th, or notice to, the
Bond Registra�.
.
Trar�sfer of a obal Cer ficate may, at the
direction and �expense of e City, be subject to other
restrictions i;f required to quali the Global Certificates as
being "in regi�stered form" w thi the meaning of Section
149(a) of the �federal Interna venue Code of 1986, as
amended.
Upon� surrender for ran er of any Replacement Bond
at the principal office of t e Bon Registrar, the City shall
execute (if ne�essary) , and the Bond eqistrar shall
authenticate, �.nsert the d te of regi ration (as provided in
paragraph 11) of, and del ' er, in the n e of the designated
transferee or �ransferees, one or more n Replacement Bonds -
of any authori�ed denomi ation or denomina ions of a like
aggregate prin ipal amo nt, havinq the same tated maturity
and interest r�ite, as quested by the trans ror; provided,
however, that r�o bond ay be registered in bla or in the
name of "beare " or s 'milar designation. Whene r ownership
of any Replace�ent B ds should be transferred wi out
surrender of tt�e Rep acement Bond for transfer or should be
reqistered in omin name only, the reqistered owner of the
Replacement Bo�d sh 11, if and to the extent required to
preserve the ex�clu ion from gross income of the interest on
the Bonds and a�t t e direction and expense of the City,
maintain for th�e ty a record of the actual owner of the
Replacement Bon�l.
At thle option of the Holder of a Replacement Bond,
Replacement Bon�ls may be exchanqed for Replacement Bonds of
any authorized �ienomination or denominations of a like
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a re ate inci al amount and stated maturit , u on surrender
99 9 P� P Y P
of the Replalcement Bonds to be exchanged at the principal
office of tl�e Bond Registrar. Whenever any Replacement Bonds
are so surre,ndered for exchange, the City shall e cute ( if
necessary) , �and the Bond Registrar shall authent'cate, insert
the date gistration of, and deliver the Re lacement Bonds
which the oilder making the exchange is entitl to receive.
Global Cert �ficates may not be exchanged for G obal
Certificatesi f smaller denominations.
A1� nds surrendered upon any exc ange or transfer
provided for; in his resolution shall be pr mptly cancelled by
the Bond Reg�stra and thereafter disposed f as directed by
the City.
A1 Bonds livered in exchang for or upon transfer
of Bonds sha�l be vali general obligat'ons of the City
evidencing tlA,e same deb and entitled o the same benefits
under this r�solution, a the Bonds s rendered for such
exchange or ransfer.
Eve�ry Bond presente or s rrendered for transfer or
exchanqe sha]�1 be duly endorse or be accompanied by a written
instrument o� transfer, in form tisfactory to the Bond
Registrar, du�ly executed by the lder thereof or his, her or
its attorneyiduly authorized in w 'ting.
.
The�IBond Registrar ay req ire payment of a sum
sufficient toicover any tax r other overnmental charge
payable in co nection with e transfe or exchange of any
Bond and any �egal or unus 1 costs reg ding transfers and
lost Bonds . i
Tra�sfers shal also be subject t reasonable
regulations of the City ontained in any aqr ement with, or
notice to, th� Bond Re strar, includinq regu ations which
permit the Bo d Regist ar to close its transfe books between
record dates �nd paym nt dates .
13. �� Ri ht U on Transfer or Exchan e. ach Bond
delivered upo tran fer of or in exchanqe for or in lieu of
any other Bon sha 1 carry all the rights to interes accrued
and unpaid, a d t accrue, which were carried by such other
Bond.
14 . �� terest Pa ent• Record Date. Interest on any
Global Certifi�c te shall be paid as provided in the first
paragraph ther�eof, and interest on any Replacement Bond shall
27
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be paid on ea�h Interest Payment Date by check or draft mailed
to the personlin whose name the Bond is registered (the
"Holder" ) on 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 Dat (the
"Regular eco�rd Date" ) . Any such interest not timely paid
shall ceas tP be payable to the person who is he Holder
thereof as f the Regular Record Date, and sha be payable to
the person w is the Holder thereof at the cl se of business
on a date (th "Special Record Date" ) fixed by the Bond
Registrar whe�ne er money becomes available fo payment of the
defaulted int,�re Notice of the Special Re ord Date shall
be given by t�he Bo�d Registrar to the Holder not less than
ten ( 10) daysl prior to the Special Record D te. The term
"Holder" shaljl also i clude those lawfully ntitled to take
actions on be�half of t e beneficial owner of the Bonds for
purposes of any consent r approvals giv by Holders .
15 .I Holders• Tr tment of R istered Owner• Consent
of Holders .
(A) Fo� the purposes of 11 ac ions, consents and other
matters affec�ting Holders of th Bo ds, other than payments,
redemptions, iand purchases, the y may (but shall not be
obligated to)� treat as the Holder f a Bond the beneficial
owner of the Bond instead of the pe son in whose name the Bond
is registerec�. For that purpos , th City may ascertain the
identity of �he beneficial own r of t e Bond by such means as
the Bond Reg'strar in its sol discret n deems appropriate,
includinq bu not limited to a certific e from the person in
whose name t e Bond is regi ered identi ing such beneficial
owner. I
(B) Th City and Bo d Registrar may tre t the person in
whose name a�y Bond is r gistered as the owner f such Bond
for the purp�se of rece'ving payment of principa of and
premium, if �ny, and i erest (subject to the pa ent
provisions i paragra 14 above) on, such Bond an for all
other purpos�s whatso ver whether or not such Bond all be
overdue, and neither the City nor the Bond Reqistrar hall be
affected by �otice o the contrary.
(C) An cons nt, request, direction, approval, objection
or other ins rume t to be signed and executed by the Holders
may be in an n er of concurrent writings of similar tenor
and must be ig d or executed by such Holders in person or by
agent appoin�ed in writing. Proof of the execution of any
�
. 28
�yQ���
such conaent, r queat, direction, approval, objection or other
instrument or o the writing appointing any such agent and of
the ownerahip o Bonds, if made in the following manner , shall
be suffi.cient f r any of the purposes of this Reaolution, and
shall b conclu ive in favor of the City with regard to any
action t ken by it under such request or other instrument,
namely:
( he fact and date of the execut'on by any
person o ny such writing may be proved y the
certifica of any officer in any jurisd ction who by law
has power take acknowledgments withi such
jurisdicti n that the person signing s ch writing
acknowledg d fore him the execution thereof, or by an
affidavit f an witnes� to such exe ution.
(2) ubject t the provision of subparagraph (A)
above, the fact of t ownership y any person of Bonds
and the am unts end nu bers of s ch Bonds, and the date
of the hol ing of the s e, ma be proved by reference to
the bond r gister.
16. eliver • A lica on of Proceeds. The Global
Certificates wh n so prepared e xecuted shall be delivered _
by the Director Department of ina e and Management
Services, to th Purcha�er up recei t of the purchase price,
and the Purchas r shall not obliged to see to the proper
application the eof.
17. und and Ac ount. There is ereby created a
special account to be des gnated the "Warne Shepard Road
Bonds of 1989 A count" ( e '•Account") to be dministered and
maintained by t e City reasurer as a bookkeep g account
separate and ap rt fro all other accounta maint ined in the
official financ al rec rds of the City. There ha been
heretofore crea ed an eatablished the General Deb Service
Fund (numbered 60, erein the "Fund" ) . The Fund an the
Account shall e ch b maintained in the manner herein
specified until all of the Bonds and the interest thereon have
been fully paid
( ) Account. To the Account there shall be
credi d the proceeds of the sale of the Bonds, le�s
accru interest received thereon, and less any
amoun paid for the Bond� in exceas of $5,434,000.
From he Account there ahall be paid all costs and
experi ee of ineking the Improvements, including the
cost f any construction contract� heretofore let
29
�-�I-��Q
and all other costs incurred and to be incurred of
the k'nd authorized in Minnesota Statutes, Section
475.6 ; and the moneys in the Account shal be used
for n other purpose except as otherwise rovided by
law; rovided that the proceeds of the onds may
also e used to the extent necessary o pay interest
on th Bonds due prior to the antic 'pated date of
comme cement of the collection of axes herein
coven nted to be levied; and pro ided further that
if p n completion of the Impr ements there shall
rem i any unexpended balance in the Account, the
bal n e may be transferred the Council to the
fun f any other improvem nt instituted pursuant to
Laws f Minnesota for 19 , Chapter 686, or to the
Fund. All earnings on e Account shall be
trans rred to the Fun .
(ii Fund. T re is hereby pledged and there
shall be redited o the Fund, to a special sinkinq
fund ccou t whic is hereby created and established
there n for the ayment of the Bonds, (a) all
accru d inte e received upon delivery of the
Bonds• (b) al funds paid for the Bonds in excess of
$5,43 ,000; c any collections of all taxes which
are h rein evi d for the payment of the Bonds and
inter st ereon as provided in paragraph 18; (d)
all f nd remaini in the Account after completion
of th provement and payment of the costs
there , not so tra ferred to the account of
anoth r improvement; nd (e) all investment earnings
on eys held in sai special account in the Fund
or n moneys held in t Account.
Said eci 1 account created the Fund shall be used
solely to ay t e principal and int est and any premiums for
redempti of t e Bonds and any othe bonds of the City
heretof e or h reafter issued by the City and made payable
from s id speci 1 account in the Fund s provided by law, or
to a any reba e due to the United Sta es. No portion of the
proceeda of the Bonds shall be used dir tly or indirectly to
acquire hiqher ielding investments or t replace funds which
were used direc ly or indirectly to acqui e higher yieldinq
investmente, ex ept ( 1) for a reasonable t mporary period
until such proc eds are needed for the pur se for which the
Bonds were issu d, and (2) in addition to t e above in an '
amount not grea er than the lesser of five p rcent (5$) of the
proceeds of the Bonds or $100,000. To this e fect, any
proceeds of the Bonds and any sums from time t time held in
30
��q- ia�
the Account� or said special account in the Fund (or any other
City accour�t which will be used to pay principal or interest
to become due on the bonds payable therefrom) in excess of
amounts whi�,ch under then-applicable federal arbitrage
regulationslmay be invested without regard as to yield hall
not be invelsted at a yield in excess of the applicab yield
restriction� imposed by said arbitrage regulations n such
investmen s'� after takinq into account any applica e
°temporar �eriods" or "minor portion" made avai able under
the federa iarbitrage requlations. In additio , the proceeds
of the Bond and money in the Account or the nd shall not be
invested in '� ligations or deposits issued b , guaranteed by
or insured by he United States or any age y or instrumen-
tality there�of ' f and to the extent that ch investment would
cause the Bo'�nds be "federally guaran ed" within the
meaning of S�lectio 149(b) of the feder Internal Revenue Code
of 1986, as {amended (the "Code" ) .
18��. Tax Le Prior to he delivery of the Bonds
to the Purch�ser, the C�ty Counci shall by resolution levy a
tax for the �ayment of t princ pal and interest on the
Bonds .
. o the rom t and.
19 .'�; General Obli ion Pled e F r p p
full paymentlof the princip nd interest on the Bonds, as
the same resp�ectively beco e du , the full faith, credit and
taxinq powers� of the City shall e and are hereby irrevocably
pledged. If �the balanc in the F d (as defined in paragraph
17 hereof) is�, ever ins ficient to ay all principal and
interest then'�, due on e Bonds paya e therefrom, the
deficiency sh�ll be romptly paid ou of any other funds of
the City whicl� are vailable for such urpose, includinq the
general fund �f th City, and such vth funds may be
reimbursed wit�h o without interest fro the Fund when a
sufficient bal�a e is available therein.
20. �' Certificate of Registration. The Director,
Department o �inance and Management Servic , is hereby
directed to i'�le a certified copy of this Re lution with the
County Aud orlof Ramsey County, Minnesota, t ether with such
other inf rmat�ton as the County Auditor shall quire, and to
obtain e Cou�ty Auditor's certificate that th Bonds have
been entered i�t the County Auditor' s Bond Regist , and that
the tax levy r�quired by law has been made.
21. �'�Records and Certificates. The office s of the
City are hereby� authorized and directed to prepare a d furnish
to the Purchas�,r, and to the attorneys approvinq the legality
�I
�
�
, 31
.
�
-��t /'a�
�"
�
o ce co
f the i�suance of the Bonds, rtified pies of all
proceedi�hgs and records of the City relating to the Bonds and
to the financial condition and affairs of the City, and such
other af�idavits, certificates and information as are �required
to show t�he facts relating to the legality and mark ability
of the Bqnds s the same appear from the books an records
under the�ir e stody and control or as otherwise nown to them,
and all s',uch c rtified copies, certificates an affidavits,
includingl any h retofore furnished, shall be eemed represen-
tations olf the C ty as to the facts recited herein.
�� 22 . Ne ive Covenant as to Us of Proceeds and
Improveme�ts. The ' ty hereby covenant not to use the
proceeds �f the Bonds or to use the Im ovements, or to cause
or permit '; them or any f them to be u ed, or to enter into any
deferred �ayment arrang ents for t cost of the Improve-
ments, in � such a manner to caus the Bonda to be "private
activity onds" within th meanin of Sections 103 and 141
through 1 0 of the Code.
��,23 . Tax-Exem t St s of the Bonds• Rebate. The
City shall', comply with requir ents necessary under the Code
to establi�sh and maintain th clusion from gross income
under Sect'aon 103 of the Co e o the interest on the Bonds, _
includinq ithout limitat' n re 'rements relatinq to
temporary eriods for inv stments, limitations on amounts
invested a a yield gre er than t yield on the Bonds, and
the rebate !; of excess i estment ear 'ngs to the United States .
a4 . No De nation of ual fied Tax-Exem t
Obligation�. The B ds exceed in amou t those which may be
qualified as qual' ied tax-exempt obli ations within the
„ ��
meaning of �Sectio 265(b) (3) of the Code and hence are not
desiqnated ��for su h purpose.
2��,5. e osito Letter A reement The Depository
Letter Agre{eme t is hereby approved, and sh 11 be executed on
behalf of the ity by the Mayor, Clerk and rector, Depart-
ment of Fin� e and Manaqement Services, in ubstantially the
form approv,� , with such chanqes, modificatio s, additions and
deletions a shall be necessary and appropriat and approved
by the City�,Attorney. Execution by such office s of the
Depository T�etter Aqreement shall be conclusive vidence as to
the neceasi#y and propriety of changes and their approval by
the City At�orney. So lonq as Midwest Securities Trust
Company is tihe Depository or it or its nominee is the Holder
of any Global Certificate, the City shall comply w'th the
provisions a�f the Depository Letter Aqreement, as it may be
32
M�HITE - CITV GLERK CO�1flC11
PINK - FINANCE GITY OF SAINT PAUL 9 9
CANARV - DEPARTMENT File NO. • '/�•
BLUE - MAVOR -
Council Resolution
Presented By
Referred To Committee: Date
Out of Committee Date
amended or suppl ented by the City from time to ime with
the agreement or nsent of Midwest Securities ust Company.
26. Se era ' lit . If any section paragraph
or provision of t is r olution shall be he d to he invalid
or unenforceable or any eason, the inva dity or unenforce-
ability of such s ction, p ragraph or pr ision shall not
affect any of the remaining rovisions f this resolution.
27. He din s. Headi gs i this resolution are
included for conv nience of refe e e only and are not
a part hereof, an shall not limi or define the meaning
of any provision ereof.
COUNCIL MEMBERS Requested by Department of:
Yeas Nays
Dimond Finance and Management Services
�.ong In Favor
Goswitz �
Rettman
�be1�� A gai n s t BY
Sonnen
Wilson
Form Approved by City Att rne
Adopted hy Council: Date
Certified Passed by Council Secretar By �
gy,
Approved by Mavor: Date Approved b May fo u ion to Council
.
By