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89-130 WHITE `- C�TV CLERK i PINK �- FINANCE I COVnCII ..�4NARV - DEPARTMENT � GITY OF SAI1�T PAUL �/�O BLUE - MAY�OR 569T I F�le �O. � Council Resolution �o � Presented By Referred To Committee: Date Out of Committee By Date ACCEPTING BID ON SALE OF $2,265,OOq GENERAL OBLIGATION CAPITAL IMPROVEMENT iREFUNDING BONDS, SERIES 1989E, P.�ND PROVIDING FOR THEIR ISSUANCE WHER IS the Director De artment of Finance � ► . P and Management �Services, has presented affidavits showing publication of �notice of the sale of approximately $2, 275, 000 General Obligat�ion Capital Improvement Refunding Bonds, Series 1989E (t�he "Bonds" ) , of the City of Saint Paul, Minnesota (the ; "City" ) , for which bids were to be considered at this meetin� in accordance with Resolution No. 89-14 adopted by thi Council on January 17 , 1989, and approved by the Mayor o� January 18, 1989 ; and the affidavits have been examined, � have been found to comply with the provisions of Minnesota S�tatutes, Chapter 475, and have been approved and ordered pl�aced on file; and WHEI�EAS, the bids set forth on Exhibit A attached hereto were re�ceived pursuant to the Official Terms of Offering by tY�e Director, Department of Finance and Management Services, at he o�fices of Springsted Incorporated at 2 :00 P.M. , Ce. tral Time, on February 13, 1989 ; and � � il I � _ COUNCIL MEMBERS � Requested by Department of: Yeas Nays Dimond i Lo� � In Favor Goswitz Rettman B Scheibel i _ Against y Sonnen I Wilson � Form Approved by City Attorney Adopted by Council: Date � Certified Passed by Council �ecretary BY sy Approved by iVlavor: Date _ Approved by Mayor for Submission to Council Y By � BY , � �� v WHER�AS, the Director, Department of Finance and Management Ser�rices, has advised this Council that the bid of First Chicago �apital Markets, Inc . , was found to be the most advantageous a�d has recommended that said bid be accepted; and WHEREAS, the City Council of the City has heretofore determined that it is necessary and expedient to provide moneys for a qrossover refunding of all of the City' s callable General Oblig�tion Capital Improvement Bonds, Series 1982 , dated March 1� 1982, issued in the original principal amount of $7 , 320, 000 ; (the "Prior Bonds" ) , of which $2 , 225 , 000 matures on or after M�rch 1, 1991, and is callable on the earliest call date of �Iarch 1 , 1990; and WHE�EAS, refunding the callable Prior Bonds is consistent wi;th covenants made with the holders thereof, and is necessary ;and desirable for the reduction of debt service cost to the C�ity; and WHEREAS, the City reserved the right to increase or decrease the �amount of bonds issued for such purpose from the $2,275,000 set forth in the Official Terms of Offering, and it is necessary �and expedient to issue the Bonds in the amount of $2, 265, 000 to finance the crossover refunding of the callable Prior Bonds; � and WH�REAS, the City has heretofore issued registered obligations in certificated form, and incurs substantial costs associated w�ith their printing and issuance, and substantial continuing tjransaction costs relating to their payment, transfer anc�� exchange; and WF�EREAS, the City has determined that significant savings in �ransaction costs will result from issuing bonds in "global bool�-entry form" , by which bonds are issued in certificate¢ form in large denominations, registered on the books of th� City in the name of a depository or its nominee, and held in; safekeeping and immobilized by such depository, and such de�ository as part of the computerized national securities learance and settlement system (the "National System" ) re�gisters transfers of ownership interests in the bonds by ma�Cing computerized book entries on its own books and distributes� payments on the bonds to its Partici-pants shown on its book's as the owners of such interests; and such � Participants and other banks , brokers and dealers participatiing in the National System will do likewise (not as agents of t�he City) if not the beneficial owners of the bonds; and 2 , ��'��.� i WHEREA;S, "Participants " means those financial institutions for' whom the Depository effects book-entry transfers and pledges of securities deposited and immobilized with the Deposi�.ory; and WHERE�IS, Midwest Securities Trust Company, a limited purpose trust campany organized under the laws of the State of Illinois , vr any of its successors or successors to its functions hereu,�der (the "Depository" ) , will act as such depository with' respect to the Bonds except as set forth below, and the�e is before this Council a form of letter agreement (the "Depository Letter Agreement" ) setting forth various matter� relating to the Depository and its role with respect to the Bonds; and WHER�AS, the City will deliver the Bonds in the form of one certifi,�ate per maturity, each representing the entire principal amouint of the Bonds due on a particular maturity date (each a ";Global Certificate" ) , which single certificate per maturity miay be transferred on the City' s bond register as required by tN�e Uniform Commercial Code, but not exchanged for smaller denominations unless the City determines to issue Replacement BQinds 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 exchanc�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�l and delivered by the Bond Registrar pursuant to paragraphs 6iand 12 hereof; and WH;�REAS, "Holder" as used herein means the person in whose name a� Bond is registered on the registration books of the City ma�;ntained by the City Treasurer or a successor registrar a�pointed as provided in paragraph 8 (the "Bond Registrar" ) # NQW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul, Minnesota, as follows: 1'. Acceptance of Bid. The bid of First Chicago Capital Ma�kets, Inc . (the "Purchaser" ) , to purchase the General Obligation Capital Improvement Refunding Bonds, Series 1989E, of �he City ( the "Bonds " , or individually a "Bond" ) , offered inithe aggregate principal amount of $2 , 275, 000 3 , �--�9_l�v he 'cial Terms sub 'ect to chang �� , all in accordance with t Off�. J of Offering for he bond sale, at the rates of interest hereinafter set forth, and to pay therefor the sum of $2 , 255, 662 . 50, p�lus interest accrued to settlement, is hereby found, determin�d and declared to be the most favorable bid received and is �hereby accepted for Bonds in the aggregate principal amoun� of $2 , 265, 000 and purchase price of $2 , 245, 747 . 50, �lus accrued interest to settlement, and the Bonds are hereb� awarded to said bidder. The Director, Department of F�nance and Management Services, or his desi.gnee, is di�ected to retain the deposit of the Purchaser . and to forthwit;� return to the unsuccessful bidders their good faith checks or drafts . 2 . �itle• Ori inal Issue Date• Denominations • Maturities . T ,e Bonds shall be titled "General Obligation Capital Improv�ment Refunding Bonds, Series 1989E" , shall be dated March 1, j1989 , as the date of original issue and shall be issued fort�with on or after such date as fully registered bonds . The Bo�nds shall be numbered from R-1 upward. Global Certificates s;hall each be in the denomination of the entire principal amouint maturing on a single date. Replacement Bonds, if iss�ed as provided in paragraph 6 , shall be in the denomination of $5,000 each or in any integral multiple thereof of a $ingle maturity. The Bonds shall mature on March 1 in th� years and amounts as follows : I Year Amount I 1991 $1, 100, 000 I 1992 1, 165, 000 � In �lthe Official Terms of Offering the City specifically! reserved the right to increase or decrease the aggregate pr;�ncipal amount of the 1992 maturity of the Bonds by not more �than $50,000 higher or lower, and the above schedule dif!fers from the schedule in the Official Terms of Offering but�' is within such right as so reserved. For the purpose of domplying with Minnesota Statutes, Section 475 .54 , Subdivision � l, the maturity schedule for the Bonds has been combined wii�h the unpaid and uncallable maturities of the Prior Bonds ; as permitted by Minnesota Statutes, Section 475 .54, Subdivision 2 . 3 . Purpose; Refundinq Findings . The Bonds (together w�ith other available funds , if any, to be appropri- ated) shalli provide funds for a crossover refunding of all of the City' s callable Prior Bonds (which callable Prior Bonds 4 , r'��'�-/�-� _ ' �� d are hereinafter; collectively referred to as the Refunde Bonds" ) . It isihereby founcl, determined and declared that such refunding ;is pursuant to Minnesota Statutes, Section 475 . 67 , Subdivilsion 13, and shall result in a reduction of debt service cqst to the City. 4 . �nterest . The Bonds shall bear interest payable semiannually or� March 1 and September 1 of each year (each, an "Interest P�yment Date" ) , commencing September 1, 1989 , calculated on the basis of a 360-day year of twelve 30-day months, at the� respective rates per annum set forth opposite the maturity y�ars as follows : Matu�rity Year Interest Rate j1991 6 . 40� i1992 6 . 50 5 . IDescription of the Global Certificates and Global Book-E�try System. Upon their original issuance the Bonds will be ; issued in the form of a single Global Certifi- cate for each� maturity, deposited with the Depository by the Purchaser andjimmobilized as provided in paragraph 6 . No beneficial owhers of interests in the Bonds will receive certificates 'representing their respective interests in the Bonds except �as provided in paragraph 6 . Except as so provided, during the term of the Bonds, beneficial ownership (and subsequdnt transfers of beneficial ownership) of interests in �the Global Certificates will be reflected by book entries made ;on the records of the Depository and its Participants � and other banks, brokers, and dealers participa- ting in the �lational System. The Depository' s book entries of beneficial o�vnership interests are authorized to be in incre- ments of $5,�00 of principal of the Bonds, but not smaller increments , kiespite the larger authorized denominations of the Global Certi;ficates . Payment of principal of, premium, if any, and intlerest on the Global Certificates will be made to the Bond Rec�istrar as paying agent, and in turn by the Bond Registrar tc� the Depository or its nominee as registered owner of the Glob 1 Certificates, and the Depository according to the laws an� rules governing it will receive and forward payments onlbehalf of the beneficial owners of the Global Certificate� . P�yment of principal of, premium, if any, and interest on� a Global Certificate may in the City' s discretion be made by such other method of transferring funds as may be requested b;y the Holder of a Global Certificate. � 5 . ��-��-d ' n of Global Certificates b the 6 . IlImmobilizatio Y De ositor • S � ccessor De ositor • Re lacement Bonds . Pursuant to the reques , of the Purchaser to the Depository, which request is required by the Official Terms of Offering, immediately u�on the original delivery of the Bonds the Purchaser wil�l deposit the Global Certificates representing all of the Bo�nds with the Depository. The Global Certificates shall be in tlypewritten form or otherwise as acceptable to the Depository, s,�hall be reqistered in the name of the Depository or its nomine'e and shall be held immobilized from circulation at the offic�s of the Depository on behalf of the Purchaser and subsequerit bondowners . The Depository or its nominee will be the sole r,iolder of record of the Global Certificates and no investor or �ther party purchasing, selling or otherwise transferring� ownership of interests in any Bond is to receive, hold or deliver any bond certificates so long as the Depository hblds the Global Certificates immobilized from circulation,; except as provided below in this paragraph and in paragraph 12;. Ce{rtificates evidencing the Bonds may not after their origirial delivery be transferred or exchanged except: � ( i) Upon registration of transfer of ownership of a Glob�l Certificate, as provided in paragraph 12 , Kii} To any successor of the Depository (or its nomine�) or any substitute depository (a substitute de osi�'tor " desi nated ursuant to clause iii of this P , Y ) 9 P ( . . . ) subpar;agraph, provided that any successor of the Deposiitory or any substitute depository must be both a "clea�ing corporation" as defined in the Minnesota Unifo�m Commercial Code at Minnesota Statutes , Sectidn 336 . 8-102, and a qualified and registered "clea�ing agency" as provided in Section 17A of the Secur3.ties Exchange Act of 1934, as amended, kiii) To a substitute depository designated by and accep;table to the City upon (a) the determination by the Depos�itory that the Bonds shall no longer be eligible for its dlepository services or (b) a determination by the City ;that the Depository is no longer able to carry out its Eunctions, provided that any substitute depository must ;be qualified to act as such, as provided in clause ( ii) ;of this subparagraph, or 6 � � ��'�j-/�d . I i( iv) To those persons to whom transfer is reque�ted in written transfer instructions in the event that: � I ( a) the Depository shall resign or discontinue �ts services for the Bonds and the City is unable to locate a substitute depository within two ( 2 ) months �ollowing the resignation or determination of non- eligibility, or (b) upon a determination by the City in its !sole discretion that ( 1 ) the continuation of the ;book-entry system described herein, which precludes ;the issuance of certificates (other than Global �Certificates ) to any Holder other than the �Depository (or its nominee) , might adversely affect �the interest of the beneficial owners of the Bonds, �or ( 2 ) that it _s in the best interest of the � beneficial owners of the Bonds that they be able to ; obtain certificated bonds, in either of which events the City shall notify Holders of i�'ts determination and of the availability of certlificates (the "Replacement Bonds" ) to Holders requ�esting the same and the registration, transfer and exct�ange of such Bonds will be conducted as provided in para�graphs 9B and 12 hereof . ; In the event of a succession of the Depository as may be auithorized by this paragraph, the Bond Registrar upon presenta�ion of Global Certificates shall register their transferito the substitute or successor depositories , and the substitute or successor depository shall be treated as the Deposito�y for all purposes and functions under this resolutipn. The Depository Letter Agreement shall not apply to a sub;stitute or successor depository unless the City and the subs;titute or successor depository so agree, and a similar agreemerit may be entered into. 7 . No Redemption. The Bonds shall not be subject to rede � tion and re ayment prior to their maturity. �P P P S . Bond Registrar. The Treasurer of the City is appoint�d to act as bond registrar and transfer aqent with respect� to the Bonds (the "Bond Registrar" ) , and shall do so unless and until a successor Bond Registrar is duly appointed. A succe�ssor Bond Registrar shall be an officer of the City or a bank �or trust company eligible for designation as bond , 7 � . ��_�3a f registrar py�rsuant to Minnesota Statutes , Chapter 475 , and may be appointe�l pursuant to any contract the City and such successor Bpnd Registrar shall execute which is consistent herewith. '�he Bond Registrar shall also serve as paying agent unless and �ntil a successor paying agent is duly appointed. Principal a,nd interest on the Bonds shall be paid to the Holders. (or' record holders ) of the Bonds in the manner set forth in ttYe forms of Bond and paragraph 14 of this resolution.� � . Forms of Bond. The Bonds to be issued hereunder shall be irt the form of Global Certificates unless and until Replacemen� Bonds are made available as provided in paragraph 6 . Each form of bond may contain such additional or different terms and provisions as to the form of payment, record datl�, notices and other matters as are consistent with the Deposi,^tory Letter Agreement and approved by the City Attorney. ; jA. Global Certificates . The Global Certificates, together Fbith the Certificate of Registration, the form of Assignmen� and the registration information thereon, shall be in substa�htially the following form and may be typewritten rather th�n printed: � II S � � ��-��d � . , ; UNITED STATES OF AMERICA ; STATE OF MINNESOTA � RAMSEY COUNTY � AINT L CITY OF S PAU R _ � $ � GENER.AL OBLIGATION CAPITAL IMPROVEMENT REFUNDING BOND, SERIES 1989E INTERES� MATURITY DATE OF RATE I DATE ORIGINAL ISSUE CUSIP March 1, 199 March 1, 1989 _ REGISTERE� 0 WNER: PRINCIPAL� AMOUNT: DOLLARS ; KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota ( the "Issuer" or "City" ) , certifie� that it is indebted and for value received promises to pay tC the registered owner specified above or on the certific�te of registration below, or registered assigns , without option of prepayment, in the manner hereinafter set forth, the principal amount specified above, on the maturity date spe�ified above, and to pay interest thereon semiannually on March� l and September 1 of each year (each, an "Interest Payment ;Date" ) , commencing September 1, 1989, at the rate per annum sp'ecified above (calculated on the basis of a 360-day year of �twelve 30-day months ) until the principal sum is paid or has been provided for. This Bond will bear interest from the mos� recent Interest Payment Date to which interest has been pa}d or, if no interest has been paid, from the date of origina�. issue hereof . The principal of and premium, if any, on this � Bond are payable by check or draft in next day funds or its �quivalent (or by wire transfer in immediately availab,�e funds if payment in such form is necessary to meet the timsng requirements below) upon presentation and surrender hereof �at the principal office of the Treasurer of the Issuer in Sair�t Paul, Minnesota (the "Bond Registrar" ) , acting as paying �agent, or any successor paying agent duly appointed by the Is�uer. Interest on this Bond will be paid on each IntereSt Payment Date by check or draft in next day funds or its eq�ivalent mailed (or by wire transfer in immediately i � � 9 . �' �v�-��.��n , � � available fun�s if a ment in such form is necessary to meet P Y the timing re uirements below) to the person in whose name this Bond is �egistered (the "Holder" or "Bondholder" ) on the registration books of the Issuer maintained by the Bond Registrar and� at the address appearing thereon at th� close of business on t,�e fifteenth calendar day precedinq such Interest Payment Date �( the "Regular Record Date" ) . Interest payments shall be rec�ived by the Holder no later than 12 :00 noon, Chicago, 1111'nois, time; and principal and premium payments shall be received by the Holder no later than 12 :00 noon, Chicago, Illinois , time, if the Bond is surrendered for payment enouc�h in advance to permit payment to be made by such time. Any ir�terest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Recojrd 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�s available for payment of the defaulted interest. Notice of th�e Special Record Date shall be given to Bondholders ;not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond a�e payable in lawful money of the United 5tates of America. D�te of Payment Not Business Day. If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of Chicago, Illinois , o�r the city where the principal office of the Bond Registrar i;s located are authorized by law or executive order to close, t,'hen the date for such payment shall be the next succeeding ;day which is not a Saturday, Sunday, legal holiday or a day or� which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as �.f made on the nominal date of payment. �lo Redemption. The Bonds of this issue are not subject to; redemption and prepayment prior to their maturity. jIssuance; Purpose; General Obligation. This Bond is one of an issue in the total principal amount of $2,265, 000, all of lil�e date of original issue and tenor, except as to number, malturity, interest rate and denomination, which Bond has been �ssued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and the Charter o� the Issuer, and pursuant to a resolution adopted by the City �ouncil of the Issuer on February 14 , 1989 (the "Resolution" ) , for the purpose of providing, together with any i � � � 10 . C��_��° � io ' of the Issuer, funds sufficient for a crossover contribut n refunding or1 their earliest call date of the callable maturities di the Issuer ' s General Obligation Capital Improvement ; Bonds , Series 1982 . This Bond is payable out of the Escrow �lccount of the Issuer' s General Obligation Capital Improvement; 1989 Refunding Bonds Account as to interest through and� including March 1 , 1990 , and thereafter out of the General Deb�'t Service Fund of the Issuer. This Bond constitutes; a general obligation of the Issuer, and to provide moneys for �the prompt and full payment of its principal , premium, if; any, and interest when the same become due, the full faith �and credit and taxing powers of the Issuer have been and as�e hereby irrevocably pledged. I�enominations ; Exchanqe; Resolution. The Bonds are issuable o*iginally only as Global Certificates in the denominatibn of the entire principal amount of the issue maturing oj� a single date. Global Certificates are not exchangeab,�e for fully registered bonds of smaller denominations except in exchange for Replacement Bonds if then available.; Replacement Bonds , if made available as provided below, are issuable solely as fully registered Bonds in the denominati;ons of $5 ,000 and integral multiples thereof of a single ma�.urity and are exchangeable for fully registered Bonds of qther authorized denominations in equal aggregate principal � amounts at the principal office of the Bond Registrar� but only in the manner and subject to the limitatiol�s provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of; the Bond Registrar. Copies of the Resolution are on file in tlhe principal office of the Bond Registrar. ; Replacement Bonds . Replacement Bonds may be issued by the I�suer in the event that: I (a) the Depository shall resign or discontinue its ser�ices for the Bonds , and only if the Issuer is unable to �ocate a substitute depository within two ( 2 ) months fol;�owing the resignation or determination of non- elilgibility, or (b) upon a determination by the Issuer in its sole disllcretion that ( 1 ) the continuation of the book-entry sy�tem described in the Resolution, which precludes the is�uance of certificates (other than Global Certificates) to � any Holder other than the Depository (or its nominee) , might adversely affect the interest of the beneficial owners of the Bonds , or ( 2 ) that it is in the best i 11 � . . �-�-�.�� interest�' of the beneficial owners of the Bonds that they be able ;to obtain certificated bonds . Tr �nsfer. This Bond shall be registered in the name of the payee �on the books of the Issuer by presenting this Bond for reg�stration to the Bond Registrar, who will endorse his, her or its name and note the date of registration opposite the� name of the payee in the certificate ef registrationlattached hereto . Thereafter this Bond may be transferred by delivery with an assignment duly executed by t}ie Holder ox his , her or its legal representatives , and the Issuer and Bond Registrar may treat the Holder as the person exclusively ;entitled to exercise all the rights and powers of an owner unt'il this Bond is presented with such assignment for registratior� of transfer, accompanied by assurance of the nature provi�ded by law that the assignment is genuine and effective, �nd until such transfer is registered on said books and noted h�reon by the Bond Registrar, all subject to the terms and cpnditions provided in the Resolution and to reasonable �regulations of the Issuer contained in any agreement w;ith, or notice to, the Bond Registrar. Transfer of this Bond m�y, at the direction and expense of the Issuer, be subject to ,�certain other restrictions if required to qualify this Bond a�s being "in registered form" within the meaning of Section 149,(a) of the federal Internal Revenue Code of 1986 , as amended.l E'ees upon Transfer or Loss . The Bond Registrar may require pa�ment of a sum sufficient to cover any tax or other government�l charge payable in connection with the transfer or exchange o� this Bond and any legal or unusual costs regarding transfers �nd lost Bonds . �Treatment of Reqistered Owner. The Issuer and Bond Registrar �may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment a� herein provided (except as otherwise provided with respect tq the Record Date) and for all other purposes, whether o� not this Bond shall be overdue, and neither the Issuer no* the Bond Registrar shall be affected by notice to the contr�ry. � Authentication. Th�s Bond shall not be valid or become ob;liqatory for any purpose or be entitled to any security �'unless the Certificate of Authentication hereon shall have beenj executed by the Bond Registrar. 12 � ��y��.�'o No�t ualified Tax-Exem t Obli ations . The Bonds have not be n designated by the Issuer as "qualified tax-exempt qbligations " for purposes of Section 265 (b) ( 3 ) of the federal ;Internal Revenue Code of 1986 , as amended. I'� IS HEREBY CERTIFIED AND RECITED that all acts , conditions �nd things required by the Constitution and laws of the State o� Minnesota and the Charter of the Issuer to be done, to ha�pen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and this Bond, together with all other debts of the Issujer outstanding on the date of original issue hereof and on the �date of its issuance and delivery to the original purchaser, ;does not exceed any constitutional or statutory or Charter limitation of indebtedness . � II 13 � , � � �/-'-��-i3d � IN �WITNESS WHEREOF, the City of Saint Paul , Ramsey County, Minnejsota, by its City Council has caused this Bond to be sealed wit�h its official seal and to be executed on its behalf by th� photocopied facsimile signature of its Mayor, attested by �he photocopied facsimile signature of its City Clerk, and cquntersigned by the photocopied facsimile signature of � its Director, Department of Finance and Management S�rvices . Date of Regi�tration: Registrable by: Payable at: BOND REGISTRJP,R' S CITY OF SAINT PAUL, CERTIFICATE }JF RAMSEY COUNTY, MINNESOTA AUTHENTICATIpN This Bond is! one of the Bonds descri'bed in the Resolution mjentioned Mayor within. i IAttest: � � City Clerk Bond Registrar By ; Countersigned: Authorized Signature � Director, Department of Finance Mana ement Services and g SEAL � ) , � General Ob�igation Capital Improvement Refunding Bond, Series 1989E, No. � R- 14 i . , ��y-�3� CERTIFICATE OF REGISTRATION The transfer_ alf ownership of the princip al amount of the attached Bond ;may be made only by the registered owner or his , her or its legal representative last noted below. I NATURE OF DATE OF I S G REGISTRATION � REGISTERED OWNER BOND REGISTRAR �I 15 . �-��-��' ABBREVIATIONS The followin abbreviations , when used in the inscrip�ion g on the face mf this Bond, shall be construed as though they were written� out in full according to applicable laws or regulations • � TEN COM - asl tenants in common TEN ENT - asitenants by the entireties JT TEN - as �joint tenants with right of survivorship and' not as tenants in common UTMA - as custodian for (Cust) (Minor) � under the Uniform ; (State) Transfers to Minors Act �ldditional abbreviations may also be used though not in the above list. � � � � � 16 ' ��'9-/�0 ASSIGNMENT For value received, the undersigned hereby sells , assigns and tr;ansfers unto the within Bond and does hereby irrevoc�ably constitute and appoint attorney to t�ansfer the Bond on the books kept for the registration �hereof, with full power of substitution in the premises . Dated: Not�.ce: The assignor' s signature to this assignment must , correspond with the name as it appears upon the face of the within Bond in every particular, without � teration or an chan e al y 9 whatever. Signature Gu�ranteed: Si nature s Imust be uaranteed b a national bank or trust g ( ) 9 Y company or b� a brokerage firm having a membership in one of the major stpck exchanges . Th,'e Bond Registrar will not effect transfer of this Bond unless �the information concerning the transferee requested below is provided. Name and Adc�ress : for all 'oint owners ( Include information � if the Bond is held by joint account . ) � i � 17 � � 9��a . ; � � B. Re lacement Bonds . If the City has notifie d j Holders that Replacement Bonds have been made available as ��' rovided in a a ra h 6 , then for ever Bond the�„�afte�, �.:� p P �` 9 P w.�_Y�.�_._��....__,.�..,.� ;w.�_ transferred or �exchan ed ( including an exchange to reflect the ; � .�.,.�,._..n..�.-�— C�'___.. ..,� p-ar�ial"'�repayment of a Global Certificate not previously . _g.��.... ��.... ....r.,.� � exchan ed for e lacement Bonds e ond�e`Y'is�rar sha q �.....�,T"�..'�, �....�-..�,n� �:,r� '��k,.�o- . �deTiver "�a�wcert` �'icate in the form of the Replacement Bond rather �than th� Global Certificate, but the Holder of a Global Certificate sh�ll not otherwise be required to exchange the Global Certifi�ate for one or more Replacement Bonds since the City recognize� that some bondholders may prefer the convenience of� the Depository' s registered ownership of the Bonds even tho;ugh 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 Assigr�ment and the registration information thereon, shall be in substantially the following form: � � � � � � 18 . � �-�-��d � � UNITED STATES OF AMERICA STATE OF MINNESOTA ' RAMSEY COUNTY � CITY OF SAINT PAUL R- � $ � LIGATION CAPITAL IMPROVEMENT � RAL OB GENE ' REFUNDING BOND, SERIES 1989E INTEREST MATURITY DATE OF RATE ' DATE ORIGINAL ISSUE CUSIP � March 1, 1989 REGISTERE�D OWNER: PRINCIPAL AMOUNT: DOLLARS � KNOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul, Ramsey County, Minnesota (the "Issuer" or "City" ) , certifies that it is indebted and for value received promises to pay tq the registered owner specified above, or registered assigns , �without option of prepayment, in the manner hereinaf�er set forth, the principal amount specified above, on the m�turity date specified above, and to pay interest thereon semiannually on March 1 and September 1 of each year (each, at� "Interest Payment Date" ) , commencing September 1, 1989, at, the rate per annum specified above (calculated on the basis of� a 360-day year of twelve 30-day months ) until the principa�l sum is paid or has been provided for. This Bond will bea�r interest from the most recent Interest Payment Date to which! interest has been paid or, if no interest has been paid, fr,'om the date of original issue hereof . The principal of and premium, if any, on this Bond are payable upon presentaltion and surrender hereof at the principal office of , in � (the "Bond Registrar" ) , acting s paying aqent, or any successor paying agent duly appoint�d by the Issuer. Interest on this Bond will be paid on each� Interest Payment Date by check or draft mailed to the person �n whose name this Bond is registered (the "Holder" or "Bondho�der" ) on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing ' 19 s ��q--/�d . thereon at t�ne close of business on the fifteenth calendar day preceding su�h Interest Payment Date ( the "Regular Record Date" ) . Any interest not so timely paid shall cease to be payable to tthe person who is the Holder hereof as of the Regular Reco�d 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 the Special Record Date shall be given to Bondholders r�ot less than ten days prior to the Special Record Date . The pr�incipal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. � REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND !SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR ALI� PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. ITiIS HEREBY CERTIFIED AND RECITED that all acts, conditions ar�d things required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to happen and to be performed, precedent to and in the issuance of t�his Bond, have been done, have happened and have been performad, in regular and due form, time and manner as required by liaw, and this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and on the da�te of its issuance and delivery to the original purchaser, doles not exceed any constitutional or statutory or Charter limit�ation of indebtedness . INIWITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnelsota, by its City Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be executed o�n its behalf by the original or facsimile signature of iits Mayor, attested by the original or facsimile signature of 'its City Clerk, and countersigned by the original or facsimile �signature of its Director, Department of Finance and Managemenit Services . i � i �I 20 � ��-i�d Date of Regis�ration: Registrable by: Payable at: BC1ND REGISTRAiR ' S CITY OF SAINT PAUL, CERTIFICATE OiF RAMSEY COUNTY, MINNESOTA AUTHENTICATIaN This Bond is ;one of the Bonds descrikied in the Resolution m�ntioned Mayor within. Attest: , City Clerk Bond Registrar BY Countersigned: Authorizec� Signature Director, Department of Finance and Management Services (SEAL) ' � 21 � �� , ' REVERSE OF ON BOND Dat� of Payment Not Business Day. If the date for payment of th� principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which bank,'ing institutions in the City of Chicago, Illinois, or �he city where the principal office of the Bond Registrar is �located are authorized by law or executive order to close, the'n the date for such payment shall be the next succeeding da�y which is not a Saturday, Sunday, legal holiday or a day on �thich such banking institutions are authorized to close, and paiyment on such date shall have the same force and effect as if �made on the nominal date of payment. No �Redemption. The Bonds of this issue are not subject to r¢demption and prepayment prior to their maturity. � Is�uance; Purpose; General Obliqation. This Bond is one of an is�ue in the total principal amount of $2 ,265,000, all of like date of original issue and tenor, except as to number, matu�ity, interest rate and denomination, which Bond has been issfued pursuant to and in full conformity with the Constitution� and laws of the State of Minnesota and the Charter of t,�he Issuer, and pursuant to a resolution adopted by the City Cou'ncil of the Issuer on February 14, 1989 (the "Resolution"�) , for the purpose of providing, together with any contributior� of the Issuer, funds sufficient for a crossover refunding on their earliest call date of the callable maturities qf the Issuer' s General Obligation Capital Improvement !Bonds, Series 1982 . This Bond is payable out of the Escrow Account of the Issuer' s General Obligation Capital Improvement ; 1989 Refunding Bonds Account as to interest through and� including March 1, 1990, and thereafter out of the General Debt Service Fund of the Issuer. This Bond constitutes,' a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if; any, and interest when the same become due, the full faith �and credit and taxing powers of the Issuer have been and ar�e hereby irrevocably pledged. aenominations; Exchanqe; Resolution. The Bonds are issuable sqlely as fully registered Bonds in the denominations of $5, 000 a�nd integral multiples thereof of a single maturity and are exahangeable for fully registered Bonds of other authorized ,'denominations in equal agg.regate principal amounts � at the prir�cipal office of the Bond Registrar, but only in the manner and � subject to the limitations provided in the i 22 � ; ��-��a � hereb made to the Resolution for a Resolution. Reference is y description of; the rights and duties of the Bond Registrar. Copies of the �Resolution are on file in the principal office of the Bond Rq'gistrar . Tralsfer. This Bond is transferable by the Holder in person or by his , her or its attorney duly auttiorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reason�.ble regulations of the Issuer contained in any agreement wit�n the Bond Registrar. Thereupon the Issuer shall execute and t�e Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the �ame of the transferee (but not registered in blank or to " earer" or similar designation) , of an authorized denomination br denominations , in aggregate principal amount equal to the �;rincipal amount of this Bond, of the same maturity and 'bearing interest at the same rate. Whenever ownership of ;this Bond should be transferred under any other circumstances� or be registered in nominee name only, the registered ov�jner of the Bond shall, if and to the extent required to ualify this Bond as being "in registered form" within the m�aning of Section 149 (a) of the federal Internal Revenue Code �of 1986 , as amended, and at the direction and expense of tN�e Issuer, maintain for the Issuer a record of the actual owner � of the Bonds . Fees u on Transfer or Loss . The Bond Registrar may require paym, nt of a sum sufficient to cover any tax or other governmental; charge payable in connection with the transfer or exchange of �this Bond and any legal or unusual costs regarding transfers anjd lost Bonds . Tr�eatment of Reqistered Owner. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered a}s the owner hereof for the purpose of receivinq payment as herein provided (except as otherwise provided on the reverse �side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected� by notice to the contrary. Aµthentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security un;�ess the Certificate of Authentication hereon shall have been e�cecuted by the Bond Registrar. i i i 23 I . , �v�.,�y'_�.30 Not; Qualified Tax-Exem t ObliQations . The Bonds have not bee�i designated by the Issuer as "qualified tax-exempt obligations " for purposes of Section 265(b) ( 3 ) of the federal �nternal Revenue Code of 1986 , as amended. ABBREVIATIONS The following abbreviations , when used in the inscription on the face of this Bond, shall be construed as though they were writteln out in full according to applicable laws or regulation� : TEN COM - �s tenants in common TEN ENT - as tenants by the entireties JT TEN - a�s joint tenants with right of survivorship a''nd not as tenants in common UTMA - as custodian for �Cust) (Minor) under the Uniform (State) Transfers to Minors Act Additional abbreviations may also be used though not in the above list. 24 ' �i , I �� `3d I � ASSIGNMENT , For value received, the undersigned hereby sells , assigns� and transfers unto the within Bond and does hereby �;irrevocably constitute and appoint attorne�y to transfer the Bond on the books kept for the registr!,ation thereof, with full power of substitution in the premise'S • Dated: i Notice: The assignor ' s signature to this �� orres ond with the name assignment must c p I'i as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signatu�e Guaranteed: Ill�e s must be uaranteed b a national bank or trust Signatur, ( ) g Y company �or by a brokerage firm having a membership in one of the majo�r stock exchanges . The Bondl�� Registrar will not effect transfer of this Bond unless t�e information concerning the transferee requested below is�, provided. Name andl��, Address : � ( Include information for all joint owners e Bond is held b oint account. ) if th Y j � � , � 25 � , . � ��-��d i 10 . IExecution. The Bonds shall be executed on behalf of the City by the signatures of its Mayor, City Clerk and Director, epartment of Finance and Management Services, each with the ffect noted on the forms of the Bonds, and be sealed with the� seal of the City; provided, however, that the seal of the Cit�y may be a printed or photocopied facsimile; provided furth�r that any of such signatures may be printed or photocopied favsimiles and the corporate seal may be omitted on the Bonds a� permitted by law. In the event of disability or resignation or other absence of any such officer, the Bonds may be signed l�y the manual or facsimile signature of that officer who ma� act on behalf of such absent or disabled officer. In c se any such officer whose signature or facsimile of w�iose signature shall appear on the Bonds shall cease to be su�h officer before the delivery of the Bonds, such signature� or facsimile shall nevertheless be valid and sufficient for� all purposes, the same as if he or she had remained in of�fice until delivery. 11 . ' Authentication; Date of Reqistration. No Bond shall be valid' or obligatory for any purpose or be entitled to any security ojr benefit under this resolution unless a Certificate of, Authentication on such Bond, substantially in the form herei�nabove set forth, shall have been duly executed by an authoriaed representative of the Bond Registrar. Certificates af Authentication on different Bonds need not be signed by the �same person. The Bond Registrar shall authenticate �he signatures of officers of the City on each Bond by execu�ion of the Certificate of Authentication on the Bond and by i�serting as the date of registration in the space provided the ¢ate on which the Bond is authenticated. For purposes of d�livering the original Global Certificates to the Purchaser, th� Bond Registrar shall insert as the date of registration the date of original issue, which date is March 1, 1989�. The Certificate of Authentication so executed on each Bond �hall be conclusive evidence that it has been authenticated� and delivered under this resolution. 12 .� Reqistration; Transfer; Exchange. The City will cause to, be kept at the principal office of the Bond Registrar a b�ond register in which, subject to such reasonable regulations a�s the Bond Registrar may prescribe, the Bond Registrar sha�ll provide for the registration of Bonds and the registration !of transfers of Bonds entitled to be registered or transferr�d as herein provided. A �lobal Certificate shall be registered in the name of the payeeion the books of the Bond Registrar by presenting � 26 , ��-./� the Global Certificate for registration to the Bond Registrar, who will endo�se his or her name and note the date of registration bpposite the name of the payee in the certificate of registratiqn on the Global Certificate . Thereafter a Global Certif cate may be transferred by delivery with an assignment du y executed by the Holder or his , her or its legal represe tative, and the City and Bond Registrar may treat the Hol er as the person exclusively entitled to exercise all he rights and powers of an owner until a Global Certificate i presented with such assignment for registration of transfer, �ccompanied by assurance of the nature provided by law that t e assignment is genuine and effective, and until such transfer', is registered on said books and noted thereon by the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the City contained in any agreement with, or notice to, the Bond Registrar. Transfer of a Global Certificate may, at the direction and expense of the City, be subject to other restrictions if required to qualify the Global Certificates as being "in registered form" within the meaning of Section 149 ( a) of the', federal Internal Revenue Code of 1986 , as amended. Upol� surrender for transfer of any Replacement Bond at the princi al office of the Bond Registrar, the City shall execute ( if n cessary) , and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 11 ) and deliver, in the name of the designated transferee or transferees, one or more new Replacement Bonds of any author�ized denomination or denominations of a like agqregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no bond may be registered in blank or in the name of "bearer" or similar designation. Whenever ownership of any Replacement Bonds should be transferred without surrender of the Replacement Bond for transfer or should be registered in nominee name only, the registered owner of the Replacement �ond shall, if and to the extent required to preserve the exclusion from gross income of the interest on the Bonds and at the direction and expense of the City, • maintain for the City a record of the actual owner of the Replacement Hond. 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 27 ' ��y�/.��1 aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be exchanged at the principal office of the Bond Registrar. whenever any Replacement Bonds are so surrendered for exchange, L-he City shall execute ( if necessary) , and the Bond Registrar shall authenticate, insert the date of registration of , and deliver the Replacement Bonds which the holder making the exchange is entitled to receive . Global Certificates may not be exchanged for Global Certificates of smaller denominations . All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Registrar an� thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing tlne same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the holder thereof or his , her or its attorney duly authorized in writing. Th� Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in cpnnection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds . Transfers shall also be subject to reasonable regulations of the City contained in any agreement with, or notice to, the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates . 13 . Riqhts Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 14 . Interest Payment; Record Date. Interest on any Global Certificate shall be paid as provided in the first paragraph th�ereof, and interest on any Replacement Bond shall , ,! 28 . � l�'�--��'� be paid on e,ach interest payment date by check or draft mailed to the persan in whose name the Bond is registered ( the "Holder" ) on the registration books of the City maintained by the Bond Re�istrar, and in each case at the address appearing thereon at the close of business on the fifteenth ( 15th) calendar da� preceding such interest payment date ( the "Regular Re�ord Date" ) . Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (ithe "Special Record Date" fixed by the Bond Registrar Whenever money becomes available for payment of the defaulted �nterest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten ( 10 ) days prior to the Special Record Date. i15 . Holders ; Treatment of Reqistered Owner; Consent of Holders . i (A) For the purposes of all actions , consents and other matters affecting Holders of the Bonds , other than payments , redemptions , and purchases , the City may (but shall not be ob�igated to) treat as the Holder of a Bond the beneficia;l owner of the Bond instead of the person in whose name the �Bond is registered. For that purpose, the City may ascertairY the identity of the beneficial owner of the Bond by such mear�s as the Bond Registrar in its sole discretion deems appropri�te, including but not limited to a certificate from the perspn in whose name the Bond is registered identifying such ben�ficial owner. (B) The City and Bond Registrar may treat the name an Bond is registered as the owner of person �,n whose y such Borid for the purpose of receiving payment of principal of and pre�ium, if any, and interest (subject to the payment provisic�ns in paragraph 14 above) on, such Bond and for all other p�rposes whatsoever whether or not such Bond shall be overdue;, and neither the City nor the Bond Registrar shall be affecteid by notice to the contrary. (C) Any consent, request, direction, approval, objecti�on or other instrument to be signed and executed by the Holder$ may be in any number of concurrent writings of similar tenor �nd must be signed or executed by such Holders in person or by agent appointed in writing. Proof of the execution of any suCh consent, request, direction, approval, obiection or other jinstrument or of the writing appointing any svch agent and ofi the ownership of Bonds , if made in the following i � 29 . � ��:,�-�yy-�-� ' manner, shall �be sufficient for any of the purposes of this Resolution, ar�d shall be conclusive in favor of the City with regard to any �action taken by it under such request or other instrument, n�mely: ( 1 ) The fact and date of the execution by any per�on of any such writing may be proved by the cer�tificate of any officer in any jurisdiction who by ;law has power to take acknowledgments within such jur'isdiction that the person signing such writing acknowledged before him the execution thereof , or by an affidavit of any witness to such execution. ( 2 ) Subject to the provisions of subparagraph (A) above, the fact of the ownership by any person of Bonds and the amounts and numbers of such Bonds , anKi the date of the holding of the same, may be pr�oved by reference to the bond register. 16 . Delivery; Ap lication of Proceeds . The Global Certificates when so prepared and executed shall be delivered by the Dire�tor, Department of Finance and Management Services, t� the Purchaser upon receipt of the purchase price, and the Pur�haser shall not be obliged to see to the proper applicationithereof . 1'7 . Fund and Accounts . For the convenience and proper admi'nistration of the moneys to be borrowed and repaid on the Bonds and the Refunded Bonds , and to make adequate and specific security to the Purchaser and holders from time to time of th� Bonds and Refunded Bonds, there is hereby created a special �ccount to be designated the "General Obligation Capital Im�rovement 1989 Refunding Bonds Account" (the "Escrow Account" ) to be administered and maintained by the City Treasurer as a bookkeeping account separate and apart from all other acco�unts maintained in the official financial records of the City. � There has been heretofore created and established the Genera�l Debt Service Fund (numbered 960, herein the "Fund" ) . iThe Fund and the Account shall each be maintained in the manne� herein specified until all of the Refunded Bonds have been; paid and until all of the Bonds and the interest thereon shall have been fully paid. ( i) Escrow Account. The Escrow Account shall be mainitained as an escrow account with American National Banl� and Trust Company (the "Escrow Agent" ) in St . Paul , Minr�esota, which is a suitable financial institution witt�in the State whose deposits are insured by the � I 30 � . ' , ��9-/�� Federal DI osit Insurance Corporation and whose combined capital arnd surplus is not less than $500,000 . All proceeds �f the sale of the Bonds shall be received by the Escrow Agent and applied to fund the Escr�w Account or to paylcosts of issuing the Bonds . Proceeds of the Bonds not� used to pay costs of issuance are hereby irrevocably pledged and appropriated to the Escrow Account, together with all investment earnings thereon. The Escrow Account shall be invested in securities maturing pr callable at the option of the holder on such date and �bearing interest at such rates as shall be required �to provide sufficient funds , together with any cash or o,'ther funds retained in the Escrow Account, to pay when �due ( 1 ) the interest to accrue on each Bond to and including March 1, 1990, and ( 2 ) upon redemption the principal amount of each of the Refunded Bonds . From the Escrow A¢count there shall be paid ( 1 ) all interest paid on, or t� be paid on, or to accrue on, the Bonds to and including March 1, 1990 , and ( 2 ) the principal of the Refunded; Bonds due by reason of redemption on the call date of March 1, 1990 . The Escrow Account shall be irrevocably appropriated to the payment of the principal of and i$�terest on the Bonds until the proceeds of the Bonds therein are applied to payment of the Refunded Bonds . �The moneys in the Escrow Account shall be used solely fbr the purposes herein set forth and for no other purpose,' except that any surplus in the Escrow Account may be r;emitted to the City, all in accordance with an agreement ( the "Escrow Agreement" ) by and between the City and Escrow Agent, a form of which agreement is on file in 'the office of the City Clerk. Any moneys remitted to the City upon termination of the Escrow Agreemer,lt shall be deposited in the Fund. ( ii) Fund. To the Fund, to a special sinking fund account' which is hereby created and established therein for the� payment of the Bonds, there is hereby pledged and irrevoc�bly appropriated and there shall be credited: ( 1) any� balance remitted to the City upon the termination of the ��Escrow Agreement; ( 2) any balance remaining on March 2', 1990, in the separate sinking fund, or special account in the sinking fund, recognized in paraqraph 10 of the ,'City' s February 2 , 1982 , resolution authorizing the issuance of the Prior Bonds and created in the Februa�y 18 , 1982 , resolution levying a tax for the paymen� of the Prior Bonds ; ( 3 ) all taxes collected afte�- March 1 , 1990, pursuant to levies made in said .r�saluti��ri of Feb�uary 18 , 1982 , which levies shall not be cancelled , 31 � ��r-/�-� . except � s permitted by Minnesota Statutes , Sec tion 475 . 61,�Subdivision 3 ; ( 4 ) any collections of all taxes hereaftier levied for the payment of the Bonds and interes�t thereon; ( 5 ) all investment earnings on funds in the Fur�d; and ( 6 ) any and all other moneys which are properl,�y available and are appropriated by the governing body o� the City to the Fund. The amount of any surplus r�main ng in the Fund when tre Bonds and interest thereon are pa�d shall be used consistent with Minnesota Statut�s, Section 475 . 61, Subdivision 4 . The moneys in the Fund shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds a�nd any other general obligation bonds of the City hereafter i;ssued by the City and made payable from the Fund as provided b� law, or to pay any rebate due to the United States . Na portion of the proceeds of the Bonds (and any other obligations treated as one issue with the Bonds ) shall be used di�ectly or indirectly to acquire higher yieldinq investment� or to replace funds which were used directly or indirectly � to acquire higher yielding investments, except ( 1) for a reasQnable temporary period until such proceeds are needed for; the purpose for which the Bonds (and such other obligation5 ) were issued, and ( 2 ) in addition to the above in an amount not greater than $100,000 . To this effect, any proceeds o�f the Bonds (and such other obligations ) and any sums from jtime to time held in the Escrow Account or Fund (or any other ;City fund or account which will be used to pay principal �or interest to become due on the Bonds) in excess of amounts wliich under the applicable federal arbitraqe regulations may be invested without regard as to yield shall not be in�ested at a yield in excess of the applicable yield restrictibns imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the feder�l arbitrage regulations . In addition, the proceeds of the Bo�ds and money in the Fund and the Escrow Account shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumer�tality thereof if and to the extent that such investmerit would cause the Bonds to be " federally guaranteed" within tHe meaning of Section 149 (b) of the federal internal Revenue �ode of 1986, as amended (the "Code" ) . � � ' 32 ' i �� 18 . IPledQe of Existing Tax Levies; Coveraqe Test . To provide mon�eys for payment of the principal and interest on the Bonds , theire is hereby pledged to the payment of the Bonds all those taxe�s relating to the Prior Bonds collected after March 1 , 1990,i which were levied in the February 18 , 1982 , resolution of ,the City Council of the City relating to the Prior Bonds ugon all of the taxable property in the City as direct annual �ad valorem taxes to be spread upon the tax rolls and collected ;with and as part of other general property taxes in the City. ;Excluding taxes levied for earlier years , said levies were fqr the years and in the amounts as follows : Year ; Year of i of Levy For Tax � Tax Prior Levy � Collection Bonds lgg9 ; 1990 $1, 338, 225 1990 i 1991 1, 350,957 The� tax levies are such that if collected in full they, togethe�r with estimated collections of investment earnings (anc� until March 1, 1990, all amounts in the Escrow Account) and �other revenues herein pledged for the payment of the Bonds, will produce at least five percent ( 5� ) in excess of the amoun� needed to meet when due the principal and interest paytments on the Bonds . The tax levies shall be irrepealable � so long as any of the Bonds are outstanding and . unpaid, provided that the City reserves the right and power to reduce the l�vies in the manner and to the extent permitted by Minnesota St�tutes, Section 475 . 61, Subdivision 3 . 19 �. General Obliqation Pledge. For the prompt and full payment� of the principal and interest on the Bonds, as the same res�ectively become due, the full faith, credit and taxing power�s of the City shall be and are hereby irrevocably pledged. If' the balance in the Escrow Account or Fund is ever insufficient' to pay all principal and interest then due on the Bonds and an�y other bonds payable therefrom, the deficiency shall be prolmptly paid out of any other funds of the City which are av�ailable for such purpose, including the general fund of the City, and such other funds may be reimbursed with or without i�nterest from the Escrow Account or Fund when a sufficient balance is available therein. 2(� . Appro riation. If an appropriation is necessary tQ accomplish the crossover refunding of the Prior � ' 33 � . i � ��'.��--��v Bonds , such aplropriation is hereby authorized and made, and payment shall �e made from the budgeted appropriations for debt service for pending bond issues . 21 . ; Refunded Bonds; Security. Until retirement of the Refunded Bbnds , all provisions heretofore made for the security therebf shall be observed by the City and all of its officers and agents . 22 . ; Securities; Escrow Aqent . Securities purchased from moneys in the Escrow Account shall be limited to securities se� forth in Minnesota Statutes , Section 475 . 67 , Subdivision 8,,' and any amendments or supplements thereto. Securities pu�rchased from the Escrow Account shall be purchased simultaneously with the delivery of the Bonds . The City Council tias investigated the facts and hereby finds and determines th�t the Escrow Agent is a suitable financial institution t�i act as escrow agent . 23 . ! Redemption of Refunded Bonds . The Refunded Bonds shall b� redeemed and prepaid on March 1, 1990, all in accordance with the terms and conditions set forth in the Notice of Cal!1 for Redemption attached hereto as Exhibit A, which terms aind conditions are hereby approved and incorporated ,herein by reference. A Notice of Call for Redemption i� substantially such form shall be first published no later thar} thirty ( 30) days after the issuance of the Bonds , and shall be published again not less than thirty ( 30 ) days prior to the redemption date pursuant to the Escrow Agreement. � 'ver 24 . Escrow Aqreement. On or prior to the deli y of the Bonds ; the Mayor, Clerk and Director, Department of Finance and D�ianagement Services, shall, and are hereby authorized a�d directed to, execute on behalf of the City an Escrow Agreement. All essential terms and conditions of such Escrow Agreetnent are hereby approved and adopted and made a part of this� resolution, and the City covenants that it will promptly enfprce all provisions thereof in the event of default thereunder by the Escrow Agent. 25. Purchase of SLGS. The City Treasurer, or anyone desic�nated by the City Treasurer to act in his behalf, is hereby a�thorized and directed to purchase the appropriate United States Treasury Securities, State and Local Government Series , fro� the proceeds of the Bonds in accordance with the provisions of this resolution and to execute all such documents ( including the appropriate subscription f��rm) � � � 34 � � �� • i c��,c-��—./�3� required to ef£ect such purchase in accordance with the applicable U.S . Treasury Regulations . 26 . ICertificate of Reqistration. The Director, Department of �'inance and Management Services , is hereby directed to fil�e a certified copy of this Resolution with the County Auditor of Ramsey County, Minnesota, together with such other information as the County Auditor shall require, and to obtain the Coumty Auditor ' s certificate that the Bonds have been entered iM the County Auditor' s Bond Register. 27 . IRecords and Certificates . The officers of �he City are hereb� authorized and directed to prepare and furnish to the Purchas�r, and to the attorneys approving the legality of the issuanc� of the Bonds , certified copies of all proceedings an�l records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the fa�ts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such c�ertified copies, certificates and affidavits, including any heretofore furnished, shall be deemed represen- tations of thel City as to the facts recited therein. 28 . I Neqative Covenant as to Use of Proceeds and Im rovements . ! The City hereby covenants not to use the proceeds of th�e Bonds or to use the improvements financed with the proceeds of the Prior Bonds or to cause or permit them or any of them td be used, or to enter into any deferred payment arranqements �`or the cost of such improvements, in such a manner as to cause ( 1 ) the Bonds to be "private activity bonds " within �the meaning of Sections 103 and 141 through 150 of the Code o�c ( 2 ) the Prior Bonds to be "industrial development bonds" or "consumer loan bonds" or "private loan bonds" within the meaning of the federal Internal Revenue Code of 1954 , as amended immediately prior to the enactment of the federal Tax R�form Act of 1986 . 29 . i Tax-Exem t Status of the Bonds; Rebate. The City shall co�nply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section! 103 of the Code of the interest on the Bonds , includinq wit�out limitation requirements relating to temporary periods for investments, limitations on amounts invested at a! yield greater than the yield on the Bonds, and the rebate oflexcess investment earnings to the United States . I I 35 - � �l�`..�-�/� � i 30 . No DesiQnation of Qualified Tax-Exem.�t ObliQations . T;he Bonds exceed in amount those which may be qualified as "c�ualified tax-exempt obligations " within the meaning of Section 265 (b) ( 3 ? of the Code, and hence are not designated for �such purpose. 31 . � Depository Letter Aqreement . The Depository Letter Agreememt is hereby approved, and shall be executed on behalf of the �ity by the Mayor, Treasurer and Director, Department of �inance and Management Services, in substantially �he form approved, with such changes, modifications , � additions and deletions as shall be necessary and appropriat�e and approved by the City Attorney. Execution by such office!rs of the Depository Letter Agreement shall be conclusive evi�dence as to the necessity and propriety of changes and their approval by the City Attorney. So long as Midwest Securities Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the City shall comply with the provisions of the Depository Letter Agreement, as � it may be amended or supplemented by the City from time to �ime with the agreement or consent of Midwest Securities Trµst Company. � � � � j 36 WHIT� �- CITV CLERK � - PINK � - FINANCE ' G I TY OF SA I NT PAU L Council BLUERV - MAVPORTMENT FIlE NO. ��/�� i Council Resolution Presented By Referred To Committee: Date Out of Committee By Date 32. S�everabilit . If an section ara ra h Y Y . P g P or provision of �this resolution shall be held to be invalid or unenforceabl� for any reason, the invalidity or unenforce- ability of such �section, paragraph or provision shall not affect any of tY�e remaining provisions of this resolution. 33. leadin s. Headings in this resolution are included for co venience of reference only and are not a part hereof, nd shall not limit or define the meaning of any provisio hereof. I I i I I il I' � � � � � COUNCIL MEMBERS , R uested b De artment of: Yeas Nays �i � Y P Dimond ! Finance and Management Services Lona � In Favor � Goswitz ; Rettman s�ne;be� � Against BY Sonnen � Wilson � I F�B � '"° �989 orm Approved by City Attorney Adopted by Council: Da�e � Certified Pass ncil S t BY By �� Appr by Mavor: Date �� Approv by May r f ission to Council . ; pu�� sa9 � � �; „__ y Y _> . WHITE _ F1WA CERK � �� COpflCIl � . •.' . P�NK GITY OF SAINT PAITL File NO. '�� CANARV - DEPARTMENT � BI.UE - MAVOR S6� '� . � Council Resolution t _ � . Presented By Referred To � Committee: Date Out of Committee By Date -��i -2�� lltX`.�!lZ�G >Z�1 flw �L� t�' =3��'�lS. �iL #�Rf.IA�lIQM C#►�I'�t. 3�1'l�T�/'! ' I� �� S� 1!s!E• �RQ2�6 lAO� !'B�IA Z8�ts . tt�►e �irectos, Depirtaeat of linsnce aad Ilanag��t r�ric�ies, l�as ps�seal.�d a�fidarits sbv�riaq pobllcatfv� erf c�ticee af t2� ul• ot ap�prosi�a�tlp $2,275,�a@ Gieneral t�bliqat �n Capital i�prof�snt �stundi�g H�n�ds, Serita 19s98 t 'Sonaa'�, of th� City ot SaiAt Panl. llinnesots tt2�a �itp•�. �or �rhida. bi�la �rs to be consid�ered at this �ting itA aa.rorda�a+t �itb ��lntio�n 110. a+!-I+t - a8optid bp tbis Cc�n�cil om Jaaua�g 1�. 19gl, ane! a��ned by tAe Mayor Je��sary 18, 19�9� aacl ttie �ffi8atvits haw bees �sa�af.�l, b�ea �onnd to ec�rplY �ritl� the ps�eri►1�3o�� af l�aa�s�ota 8 Lates�, Ch+�pt�r �!?S, aad hav+e be� ap�pro�sd aAtl os�dezed pl c� tila= and , tbo bida t�t fortb on l�ibit 11 sttache�! herlto aere z re�d p�cstunt tfl the Ot'ficial Terr��uu of �ffsri�q bg @fr�cLor, Departa�t of li�tncs aa�'! Maaa�t Ser�rita�s, at otfic�a o! Sprinqs�t�! Incorporatad �t 3:00 P.IL., C�a al ?iae, o� F+�hrnarg 13, 1984s and ; COUNCIL $iIEMBERS Requested by Department of: � Yeas Nays Dimond i.ong [n Favor Gosw;tz Retdnan scheibet A gai n s t BY Sonnen Wilson Form Approved by City Attorney Adopted by Council: Date Certified Yassed by Council Sec tary BY By t�pproved by IVtavor. Date Approved by Mayor for Submission to Council By By S d �y� ��v t i WHE EAS, the Director, Department of Finance and Management Se vices, has advised this Council that the bid of First Chicago Capital Markets, Inc . , was found to be the most advantageous nd has recommended that said bid be accepted; and WHE',REAS, the City Council of the City has heretofore determined thiat it is necessary and expedient to provide moneys for a crossover refunding of all of the City' s callable General Obligation Capital Improvement Bonds , Series 1982 , dated March 1, 1982 , issued in the original principal amount of $7 , 320,000 (the "Prior Bonds" ) , of which $2 , 225,000 matures on or after l�arch 1, 1991, and is callable on the earliest call date of March 1, 1990; and WHEIREAS, refunding the callable Prior Bonds is consistent with covenants made with the holders thereof, and is necessary and desirable for the reduction of debt service cost to the ity; and WH REAS, the City reserved the right to increase or decrease the amount of bonds issued for such purpose from the $2,275,000 s t forth in the Official Terms of Offering, and it is necessaryland expedient to issue the Bonds in the amount of . $2, 265, 000 td finance the crossover refunding of the callable Prior Bonds; l,and WHESREAS, the City has heretofore issued registered obligations i,n certificated form, and incurs substantial costs associated wi,th their printing and issuance, and substantial continuing t�cansaction costs relating to their payment, transfer and exchange; and WHEREAS, 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 'ICity 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 mak ng computerized book entries on its own books and distributes ayments on the bonds to its Partici-pants shown on its books as the owners of such interests; and such • Participants and other banks , brokers and dealers participatinc� in the National System will do likewise (not as agents of th� City) if not the beneficial owners of the bonds; and 2 !, � � t I ; 6,j-��.v ;�.�U � � I I WHER�AS, "Participant.� " means those financial institutions f r whom the Depository effects book-entry transfers and ledges of securities deposited and immobilized with the Depos ' tory; and WHERIEAS, Midwest Securities Trust Company, a limited purpose trust jcompany organized under the laws of the State of Illinois , or any of its successors or successors to its functions herelunder (the "Depository" ) , will act as such depository with respect to the Bonds except as set forth below, and the�re is before this Council a form of letter agreement (thd "Depository Letter Agreement" ) setting forth various matte�s relating to the Depository and its role with respect to the� Bonds ; and WHE1#EAS, the City will deliver the Bonds in the form of one certificate per maturity, each representing the entire principal amo�lnt of the Bonds due on a particular maturity date (each a ''Global Certificate" ) , which single certificate per maturity �ay be transferred on �he City' s bond register as required by the Uniform Commercial Code, but not exchanged for smaller denom�nations unless the City determines to issue Replacement Bbnds as provided below; and � WHE�tEAS, the City will be able to replace the Depository or� under certain circumstances to abandon the "global book- ntry form" by permitting the Global Certificates to be exchang�d for smaller denominations typical of ordinary bonds registe�red on the City' s bond register; and "Replacement Bonds" means ithe certificates representing the Bonds so authenticatedjand delivered by the Bond Registrar pursuant to paragraphs 6 jand 12 hereof; and WHE�REAS, "Holder" as used herein means the person in whose name a �Bond is registered on the registration books of the City mainitained by the City Treasurer or a successor registrar appointed as provided in paragraph 8 (the "Bond Registrar" ) : N04�, THEREFORE, BE IT RESOLVED by the Council of the City of Sain� Paul, Minnesota, as follows: l . j Acceptance of Bid. The bid of First Chicago Capital Mark ts, Inc . (the "Purchaser" ) , to purchase the General Obli ation Capital Improvement Refunding Bonds, Series 1989E, of th City (the "Bonds " , or individually a "Bond" ) , offered in t e aggregate principal amount of $2 , 275 ,000 , 3 I z � ��'y_��,v , � subject to ch�nge, all in accordance with the Official Terms of Offering f�r the bond sale, at the rates of interest hereinafter sjet forth, and to pay therefor the sum of $2 , 255, 662 . 501, plus interest accrued to settlement, is hereby found, deter ined and declared to be the most favorable bid received and is hereby accepted for Bonds in the aggregate principal am unt of $2 , 265 , 000 and purchase price of $2 , 245, 747 . 5 , plus accrued interest to settlement, and the Bonds are he eby awarded to said bidder. The Director, Department o� Finance and Management Services, or his desi.gnee, is �directed to retain the deposit of the Purchaser . and to forthc�ith return to the unsuccessful bidders their good faith checks � or drafts . 2 . ' Title; Oriqinal Issue Date; Denominations ; Maturities . ; The Bonds shall be titled "General Obligation Capital Imprpvement Refunding Bonds, Series 1989E" , shall be dated March �1, 1989 , as the date of original issue and shall be issued fo,rthwith on or after such date as fully registered bonds . The IBonds shall be numbered from R-1 upward. Global Certificates! shall each be in the denomination of the entire principal ainount maturing on a single date. Replacement Bonds, if islsued as provided in paragraph 6 , shall be in the denominatior} of $5,000 each or in any integral multiple . thereof of a single maturity. The Bonds shall mature on March 1 in �.he years and amounts as follows : Year Amount � 1991 $1, 100 , 000 1g92 1, 165,000 of Offerin the Cit In the Official Terms g Y specificall� reserved the riqht to increase or decrease the aggregate p�rincipal amount of the 1992 maturity of the Bonds by not more� than $50,000 higher or lower, and the above schedule di'ffers from the schedule in the Official Terms of Offering bwt is within such right as so reserved. For the purpose of !complying with Minnesota Statutes, Section 475 .54 , Subdivisior� 1, the maturity schedule for the Bonds has been combined wuth the unpaid and uncallable maturities of the Prior Bond� as permitted by Minnesota Statutes, Section 475 . 54 , Sumdivision 2 . � : Purpose; Refun�inq Findings . The Bonds (together w�th other available funds , if any, to be appropri- ated) sha111 provide funds for a crossover refunding of all of . the City' s� callable Prior Bonds (which callable Prior Bonds I � 4 i t I �f r G 'i��/�'� . I - I are hereinafter� collectively referred to as the "Refunded Bonds" ) . It isl hereby founcl, determined and declared that such refunding 'is pursuant to Minnesota Statutes , Section 475 . 67 , Subdivi�sion 13, and shall result in a reduction of debt service cqst to the City. � . Interest . The Bonds shall bear interest payable semiannually o March 1 and September 1 of each year (each, an "Interest P�yment Date" ) , commencing September 1, 1989 , calculated on he basis of a 360-day year of twelve 30-day months, at the� respective rates per annum set forth opposite the maturity y�ars as follows : � Matu�rity Year Interest Rate !1991 6 . 40� �'1992 6 . 50 5 . �Description of the Global Certificates and Global Book-Er�try System. Upon their original issuance the Bonds will beiissued in the form of a single Global Certifi- cate for each �maturity, deposited with the Depository by the Purchaser andiimmobilized as provided in paragraph 6 . No beneficial owners 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�ht transfers of beneficial ownership) of interests in the Global Certificates will be reflected by book entries made �n the records of the Depository and its Participants and other banks, brokers, and dealers participa- ting in the N�tional System. The Depository' s book entries of beneficial ow�ership interests are authorized to be in incre- ments of S5,Oi00 of principal of the Bonds, but not smaller increments, diespite the larger authorized denominations of the Global Certif;icates . Payment of principal of, premium, if any, and inte�rest on the Global Certificates will be made to the Bond Regi�strar as paying agent, and in turn by the Bond Registrar to ;the Depository or its nominee as registered owner of the Globa]� Certificates, and the Depository according to the laws and 'rules governing it will receive and forward payments on kpehalf of the beneficial owners of the Global Certificatesl Pa� ent of principal of, premium, if any, and interest on �Global Certificate may in the City' s discretion be made by sµch other method of transferring funds as may be requested by� the Holder of a Global Certificate. , � 5 � , � ,,'F_�y'-i3�a . � � 6 . 1 Immobilization of Global Certificates by the De ositor • uccessor De ositor • Re lacement Bonds . Pursuant to the reque t of the Purchaser to the Depository, which request is r�quired by the Official Terms of Offering, immediately �pon the original delivery of the Bonds the . Purchaser will deposit the Global Certificates representing all of the B�nds with the Depository. The Global Certificates shall be in �ypewritten form or otherwise as acceptable to the Depository, �hall be registered in the name of the Depository or its nomin�e and shall be held immobilized from circulation at the offic�s of the Depository on behalf of the Purchaser and subsequet�t bondowners . The Depository or its nominee will be the sole �older of record of the Global Certificates and no investor or pther party purchasing, selling or otherwise transferring� ownership of interests in any Bond is to receive, hold or deliWer any bond certificates so long as the Depository hy�olds the Global Certificates immobilized from circulation,; except as provided below in this paragraph and in paragraph 12 . � --- C�rtificates evidencing the Bonds may not after their origir�al delivery be transferred or exchanged except: � ( i) Upon registration of transfer of ownership of a Glob�l Certificate, as provided in paragraph 12 , kii) To any successor of the Depository (or its nomine�) or any substitute depository (a substitute de ositor ' desi nated ursuant to clause iii of this P Y' ) g P � . . . � subpar�graph, provided that any successor of the Deposi ory or any substitute depository must be both a "clear�ing corporation" as defined in the Minnesota Uniform Commercial Code at Minnesota Statutes, Sectio�n 336 . 8-102, and a qualified and registered "cleariinq agency" as provided in Section 17A of the Securi�ties Exchange Act of 1934 , as amended, (�iii) To a substitute depository designated by and accep�able to the City upon (a) the determination by the Deposi�tory that the Bonds shall no longer be eligible for its d�pository services or (b) a determination by the City tthat the Depository is no longer able to carry out its fu�nctions, provided that any substitute depository must e qualified to act as such, as provided in clause ( ii) �f this subparagraph, or I I I I I I I 6 i I i , ! -� �g-i�d . �� i ( i}v) To those persons to whom transfer is request�d in written transfer instructions in the event that: � (a) the Depository shall resign or discontinue it$ services for the Bonds and the City is unable to lo�ate a substitute depository within two ( 2 ) months fo lowing the resignation or determination of non- el gibility, or (b) upon a determination by the City in its so�e discretion that ( 1 ) the continuation of the bobk-entry system described herein, which precludes th� issuance of certificates (other than Global Ce�tificates ) to any Holder other than the Delpository (or its nominee) , might adversely affect thle interest of the beneficial owners of the Bonds , o�' ( 2 ) that it _s in the best interest of the beneficial owners of the Bonds that they be able to oqtain certificated bonds , in eitller of which events the City shall notify Holders of its �determination and of the availability of certif�cates ( the "Replacement Bonds " ) to Holders requeslGing the same and the registration, transfer and exchan e of such Bonds will be conducted as provided in paragr�phs 9B and 12 hereof . I� the event of a succession of the Depository as may be authorized by this paragraph, the Bond Registrar upon presentatioh of Global Certificates shall register their transfer to the substitute or successor depositories , and the substitute br successor depository shall be treated as the Depository ,for all purposes and functions under this resolution.� The Depository Letter Agreement shall not apply to a substi!tute or successor depository unless the City and the substit�ute or successor depository so agree, and a similar agreement �ay be entered into. 7 . No Redemption. The Bonds shall not be subject to redempt�on and prepayment prior to their maturity. � . Bond Registrar. The Treasurer of the City is appointed to act as bond registrar and transfer agent with respect to� the Bonds (the "Bond 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 ltrust company eligible for designation as bond � � � . (,��-�� . i 475 and ma Statutes Cha ter , Y registrar pu�suant to Minnesota , p be appointed pursuant to any contract the City and such successor Bor�d Registrar shall execute which is consistent herewith. Tt�e Bond Registrar shall also serve as paying agent unless and u�htil a successor paying agent is duly appointed. Principal an�i interest on the Bonds shall be paid to the Holders (or �ecord holders ) of the Bonds in the manner set forth in the; forms of Bond and paragraph 14 of this resolution. ! 9 .' Forms of Bond. The Bonds to be issued hereunder shall be in ,the form of Global Certificates unless and until Replacement iBonds are made available as provided in paragraph 6 .'' Each form of bond may contain such additional or different t�rms and provisions as to the form of payment, record date,, notices and other matters as are consistent with the Depositqry Letter Agreement and approved by the City Attorney. � A� Global Certificates . The Global Certificates , together wi�th the Certificate of Registration, the form of Assignment �nd the registration information thereon, shall be in substant ally the following form and may be typewritten rather than� printed: � � � ' , . I i S i , � ��-��o � I UNITED STATES OF AMERICA STATE OF MINNESOTA � R.AMSEY COUNTY � CITY OF SAINT PAUL R- $ � IGENERAL OBLIGATION CAPITAL IMPROVEMENT � REFUNDING BOND, SERIES 1989E INTERESTi MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP March 1, 199 March 1, 1989 — REGISTEREDiIOWNER: PRINCIPAL �,MOUNT: DOLLARS �NOW ALL PERSONS BY THESE PRESENTS that the City of Saint Paul Ramsey County, Minnesota (the "Issuer" or "City" ) , certifies �hat it is indebted and for value received promises to pay to the registered owner specified above or on the certificat� of registration below, or registered assigns , without op�ion of prepayment, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specilfied above, and to pay interest thereon semiannually on March ljand September 1 of each year (each, an "Interest Payment Daite" ) , commencing September 1, 1989 , at the rate per annum specified above (calculated on the basis of a 360-day year of tw�elve 30-day months ) until the principal sum is paid or has bee�n provided for. This Bond will bear interest from the most �ecent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original i�ssue hereof . The principal of and premium, if any, on this Bcbnd 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 timin� requirements below) upon presentation and surrender hereof at the principal office of the Treasurer of the Issuer in Saint �aul, 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 equivalent mailed (or by wire transfer in immediately I� ; � 9 � � r !.� ' � /G� ;,�..�t� l. ' I � available fund� if payment in such form is necessary to meet the timing req irements below) to the person in whose name this Bond is r gistered (the "Holder" or "Bondholder" ) on the registration b�oks of the Issuer maintained by the Bond Rer,istrar and �t the address appearing thereon at the close of business on th� fifteenth calendar day preceding such Interest Payment Date (�the "Regular Record Date" ) . Interest payments shall be recei�red by the Holder no later than 12 :00 noon, Chicago, Illin�is, time; and principal and premium payments shall be receiped by the Holder no later than 12 :00 noon, Chicago, Illin�is, time, if the Bond is surrendered for payn►ent enough� in advance to permit payment to be made by such time. Any int�rest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record' Date, and shall be payable to the person who is the Holder her�eof at the close of business on a date (the "Special Recorkl Date" ) fixed by the Bond Registrar whenever money becomes lavailable for payment of the defaulted interest. Notice of the ISpecial Record Date shall be given to Bondholders no�t less than ten days prior to the Special Record Date. The prilncipal of and premium, if any, and interest on this Bond arejpayable in lawful money of the United States of America. j Dat� of Payment Not Business Day. If the date for payment of th� principal of, premium, if any, or interest on this Bond shal�l be a Saturday, Sunday, legal holiday or a day on which bank.�ng institutions in the City of Chicago, Illinois, or �he city where the principal office of the Bond Registrar is ocated are authorized by law or executive order to close, ther� the date for such payment shall be the next succeeding da which is not a Saturday, Sunday, legal holiday or a day on w�ich such banking institutions are authorized to close, and pa�iment on such date shall have the same force and effect as if ilnade on the nominal date of payment. No �tedemption. The Bonds of this issue are not subject to req�emption and prepayment prior to their maturity. Iss�uance; Purpose; General Obligation. This Bond is one of an iss e in the total principal amount of $2,265,000, all of like d�te of original issue and tenor, except as to number, maturity, interest rate and denomination, which Bond has been issujed pursuant to and in full conformity with the Constitution �and laws of the State of Minnesota and the Charter of th�e Issuer, and pursuant to a resolution adopted by the City Counicil of the Issuer on February 14 , 1989 (the "Resolution" )�, for the purpose of providing, together with any i �' i � 10 � . I ��_��o I contributi n of the Issuer, funds sufficient for a crossover refunding n their earliest call date of the callable maturities of the Issuer ' s General Obligation Capital Improvemen Bonds , Series 1982 . This Bond is payable out of the Escrow ,Account of the Issuer' s General Obligation Capital Improvemen� 1989 Refunding Bonds Account as to interest through an including March 1, 1990, and thereafter out of the General De�t Service Fund of the Issuer. This Bond constitute a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal , premium, i� any, and interest when the same become due, the full faith , and credit and taxing powers of the Issuer have been and a�e hereby irrevocably pledged. �enominations ; Exchanqe; Resolution. The Bonds are issuable o iginally only as Global Certificates in the denominati�n of the entire principal amount of the issue maturing o a single date. Global Certificates are not exchangeab�e for fully registered bonds of smaller denominatipns except in exchange for Replacement Bonds if then available. l Replacement Bonds, if made available as provided below, are'Iissuable solely as fully registered Bonds in the denominatipns of 55 , 000 and integral multiples thereof of a single mat rity and are exchangeable for fully registered Bonds of o�her authorized denominations in equal aggregate principal ;amounts at the principal office of the Bond Registrar,l but only in the manner and subject to the limitatior�s provided in the Resolution. Reference is hereby made to tl�e Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in th�e principal office of the Bond Registrar. IRe lacement Bonds . Replacement Bonds may be issued by the Issuer in the event that: I (a) the Depository shall resign or discontinue its serv�ces for the Bonds , and only if the Issuer is unable to 1 cate a substitute depository within two ( 2 ) months foll�wing the resignation or determination of non- elig bility, or I (b) upon a determination by the Issuer in its sole disc etion that ( 1) the continuation of the book-entry syst�m described in the Resolution, which precludes the � issu nce of certificates (other than Global Certificates ) to a y Holder other than the Depository (or its nominee) , migh adversely affect the interest of the beneficial owne s of the Bonds , or ( 2 ) that it is in the best 11 , , �-�- �30 . ; : ; interestl of the beneficial owners of the Bends that they be ableito obtain certificated bonds . Tr nsfer. This Bond shall be registered in the name of the payeeion the books of the Issuer by presenting this Bond for reg�.stration to the Hond Registrar, who will endorse his , her or �ts name and note the date of registration opposite the � name of the payee in the certificate cf registrationiattached hereto. Thereafter this Bond may be transferred by delivery with an assignment duly executed by the Holder o� his , her or its leqal representatives , and the Issuer and B�nd Registrar may treat the Holder as the person exclusively �ntitled to exercise all the rights and powers of an owner unt�il this Bond is presented with such assignment for registrationiof transfer, accompanied by assurance of the nature provi�ded by law that the assignment is genuine and effective, a,'nd until such transfer is registered on said books and noted hqreon by the Bond Registrar, all subject to the terms and cqnditions provided in the Resolution and to reasonable �tegulations of the Issuer contained in any agreement wi�th, or notice to, the Hond Registrar. Transfer of this Bond m�y, at the direction and expense of the Issuer, be subject to �ertain other restrictions if required to qualify this Bond a� being "in registered form" within the meaning of Section 149 �a) of the federal Internal Revenue Code of 1986 , as amended. . Fees upon Transfer or Loss . The Bond Registrar may require paytnent of a sum sufficient to cover any tax or other governmenta�l charge payable in connection with the transfer or exchange of� this Bond and any legal or unusual costs regarding transfers aind 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 receivinq payment asiherein provided (except as otherwise provided with respect to �the Record Date) and for all other purposes , whether or ; not this Bond shall be overdue, and neither the Issuer nor ,' the Bond Reqistrar shall be affected by notice to the contra�y. �,uthentication. Th_s 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 �executed by the Bond Registrar. i ' ,I 12 i , � ��o Not� Qualified Tax-Exempt Obliqations . The Bonds have not beer� 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. ITIIS HEREBY CERTIFIED AND RECITED that all acts , condir.ions a�d things required by the Constitution and laws of the State of Minnesota and the Charter of the Issuer to be done, to hap�en and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been perform�d, in regular and due form, time and manner as required by 0.aw, and this Bond, together with all other debts of the Issueir outstanding on the date of original issue hereof and on the diate of its issuance and delivery to the original purchaser, dpes not exceed any constitutional or statutory or Charter limi;tation of indebtedness . � i � i i �I I I I I � � i 13 I �-�,-�3d IN' WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minniesota, by its City Council has caused this Bond to be sealed with its official seal and to be executed on its behalf by the photocopied facsimile signature of its Mayor, attested by the photocopied facsimile signature of its City Clerk, and c�untersigned by the photocopied facsimile signature of its Director, Department of Finance and Management S�ervices . Date of Regi�stration: Registrable by: , Payable at: BOND REGISTRAR' S CITY OF SAINT PAUL, CERTIFICATE !OF RAMSEY COUNTY, MINNESOTA AUTHENTICATI!ON This Bond is one of the Bonds described in the Resolution mientioned Mayor within. Attest: City Clerk Bond Regist�ar � gy Countersigned: Authorized Signature Director, Department of Finance and Management Services (SEAL) General Obl�gation Capital Improvement Refunding Bond, Series 1989E, No. �t- 14 , I' ��y-i�� I CERTIFICATE OF REGISTRATION The transfe�- of ownership of the principal amount of the attached Bo d may be made only by the registered owner or his , her or its �egal representative last noted below. i DATE OF SIGNATURE OF REGISTR.ATIOI REGISTERED OWNER BOND REGISTRAR i ,I I i I� i ' a I� ,I i 15 � �-.�y_.,��> � I ABBREVIATIONS ; The following abbreviations , when used in the inscrig�ion on the face �f this Bond, shall be construed as though they were written' out in full according to applicable laws or regulations :l TEN COM - as� tenants in common TEN ENT - asl tenants by the entireties JT TEN - asjjoint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (C�st) (Minor) under the Uniform , (State) � Transfers to Minors Act i P�dditional abbreviations may also be used though not in the above list. i i � i i � i , � � I � 16 , . I /� -�y-��o ��F" , ASSIGNMENT Flor value received, the undersigned hereby sells , assigns and transfers unto the within Bond and does hereby irr vocably constitute and appoint attorney t� transfer the Bond on the books kept for the registratidn thereof, with full power of substitution in the premises . � Dated: i I�otice: 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 t�uaranteed: , Signature( � ) must be guaranteed by a national bank or trust company or' by a brokerage firm having a membership in one of the major $tock exchanges . '�he Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested �elow is provided. Name and A�idress : ( Include information for all joint owners if the Bond is held by joint account. ) � � � 17 , j ��..�y��.d B. Replacement Bonds . If the City has notified Holders that Replacement Bonds have been made available as provided in aragraph 6 , then for every Bond thereafter transferred r exchanged ( including an exchange to reflect the partial prep yment of a Global Certificate not previously exchanqed fo Replacement Bonds) the Bond Registrar shall deliver a ce tificate in the form of the Replacement Bond rather �than he Global Certificate, but the Holder of a Global Certificate Shall not otherwise be required to exchange the Global Certi icate for one or more Replacement Bonds since the City recogni�es that some bondholders may prefer the convenience f the Depository' s registered ownership of the Bonds even tl�ough the entire issue is no longer required to be � in global boc�k-entry form. The Replacement Bonds, together with the Bon Registrar' s Certificate of Authentication, the form of Assi�nment and the registration information thereon, shall be in �ubstantially the following form: �' � 18 I � , i ��-��-i.�d I UNITED STATES OF AMERICA I STATE OF MINNESOTA I RAMSEY COUNTY CITY OF SAINT PAUL I S R- �ENER.AL OBLIGATION CAPITAL IMPROVEMENT I REFUNDING BOND, SERIES 1989E INTEREST MATURITY DATE OF RATE I,� p�_ ORIGINAL ISSUE CUSIP March 1, 1989 �EGISTE RED QWNER: � DOLLARS PRINCIPAL AMOUNT: KI�OW ALL PERSONS BY THESE PRESENTS that the City of Saint Pau1, Ramsey County, Minnesota (the "Issuer" or "City" ) , certifies tl�at it is indebted and for value received promises to pay to tme registered owner specified above, or registered assigns, without option of prepayment, in the manner hereinafter, set forth, the principal amount specified above, on the matu�ity date specified above, and to pay interest thereon semiannually on March 1 and September 1 of each year (each, an "�nterest Payment Date" ) , commencing September 1, 1989 , at th�e rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months ) until the principal s�m is paid or has been provided for. This Bond will bear ilnterest from the most recent Interest Payment Date to which ir�terest has been paid or, if no interest has been paid, from 'the date of original issue hereof . The principal of and pre�ium, if any, on this Bond are payable upon presentation and surrender hereof at the principal offine of (the "Bond Registrar" ) , acting as �aying agent, or any successor paying agent duly appointed y the Issuer. Interest on this Bond will be paid on each In�erest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholde�" ) on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing � , I 19 , i ��-��o � ; thereon at t�e close of business on the fifteenth calendar day preceding su�ch Interest Payment Date ( the "Regular Record Date" ) . Any� interest not so timely paid shall cease to be payable to t'Ihe person who is the Holder hereof as of the Regular Recojrd Date, and shall be payable to the person who is the Holder hlereof at the close of business on a date ( the "Special Recjord Date" ) fixed by the Bond Registrar whenever money becomqs available for payment of the defaulted interest . Notice of thle Special Record Date shall be given to Bondholdersjnot less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond ate payable in lawful money of the United States of America . I R�FERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BONID SET FORTH ON THE REVERSE HEREdF, WHICH PROVISIONS SHALL FOR AI�L PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE . ' II IS HEREBY CERTIFIED AND RECITED that all acts , conditions �nd things required by the Constitution and laws of the State o� Minnesota and the Charter of the Issuer to be done, to ha�pen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been perfor�ned, in regular and due form, time and manner as required byjlaw, and this Bond, together with all other debts of the Issu r outstanding on the date of original issue hereof and on the �ate of its issuance and delivery to the original purchaser, �loes not exceed any constitutional or statutory or Charter limjitation of indebtedness . I�N WITNESS WHEREOF, the City of Saint Paul, Ramsey County, MinInesota, by its City Council has caused this Bond to be sealed w!ith its official seal or a facsimile thereof and to be executec� on its behalf by the original or facsimile signature qf its Mayor, attested by the original or facsimile signature df its City Clerk, and countersigned by the original or facsimilje signature of its Director, Department of Finance and Manage�ent Services . I ; � � ' '� 20 I . l��-��d Date of Rec�istration: Registrable by: , Payable at: l II� � BC1ND REGIS RAR ' S CITY OF SAINT PAUL, CERTIFICATE OF RAMSEY COUNTY, MINNESOTA AUTHENTICA ,ION This Bond iis one of the Bonds descr'ibed in the Resolution �nentioned Mayor within. Attest: , City Clerk Bond Regist�ar By �, Countersigned: Authorize Signature I Director, Department of Finance and Management Services (SEAL) �I' 'I il 21 ' I �� 1"�� ON REVERSE OF BOND Date �f Payment Not Business Day. If the date for payment of the �rincipal of, premium, if any, or interest on this Bond shall ; be a Saturday, Sunday, legal holiday or a day on which banking� institutions in the City of Chicago, Illinois, or th� city where the principal office of the Bond Registrar is lo�ated are authorized by law or executive order to close, then �he date for such payment shall be the next succeeding day Which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and paymlent on such date shall have the same force and effect as if maide on the nominal date of payment. No Reidemption. The Bonds of this issue are not subject to redeimption and prepayment prior to their maturity. Issua�nce; Purpose; General Obligation. This Bond is one of an issu� in the total principal amount of $2 ,265,000, all of like datie 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 amd laws of the State of Minnesota and the Charter of the � Issuer, and pursuant to a resolution adopted by � the City Council of the Issuer on February 14 , 1989 (the "Resolution" ) , ' for the purpose of providing, together with any contribution o the Issuer, funds sufficient for a crossover refunding on t eir earliest call date of the callable maturities of lthe Issuer' s General Obligation Capital Improvement Bojnds, Series 1982 . This Bond is payable out of the Escrow Acc�OUnt of the Issuer' s General Obligation Capital Improvement 19�89 Refunding Bonds Account as to interest through and in luding March 1, 1990, and thereafter out of the General Debt Service Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for th prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are 1lereby irrevocably pledged. Den �minations • Exchan e• Resolution. The Bonds are issuable sole y as fully registered Bonds in the denominations of $5,000 andiintegral multiples thereof of a single maturity and are excha�geable for fully registered Bonds of other authorized de ominations in equal aggregate principal amounts � at the princi al office of the Bond Registrar, but only in the manner and su�ject to the limitations provided in the ' 22 ; . ' -'�--�'y/�a ; Resolution. iReference is hereby made to the Resolution for a description af the rights and duties of the Bond Registrar. Copies of th� Resolution are on file in the principal office of the Bond Ftegistrar. Tr�nsfer. This Bond is transferable by the Holder in person or !by his , her or its attorney duly authorized in writing at tMe principal office of the Bond Registrar upon presentation � and surrender hereof to the Bond Registrar, all subject to tlhe terms and conditions provided in the Resolution and to reasot�able regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange lEor this Bond, one or more new fully registered Bonds in theiname of the transferee (but not registered in blank or to !"bearer" or similar designation) , of an authorized denomination' or denominations , in aggregate principal amount equal to the� �rincipal amount of this Bond, of the same maturity and bearing interest at the same rate. Whenever ownership of� this Bond should be transferred under any other circumstanc s or be registered in nominee name only, the registered wner of the Bond shall, if and to the extent required to �qualify this Bond as being "in registered form" within the eaning of Section 149 (a) of the federal Internal Revenue Cod of 1986 , as amended, and at the direction and expense of he Issuer, maintain for the Issuer a record of the actual owne� of the Bonds . �es u on Transfer or Loss . The Bond Registrar may require pa ent of a sum sufficient to cover any tax or other governmenta�jl charge payable in connection with the transfer or exchange of; this Bond and any legal or unusual costs regarding transfers a�d lost Bonds . Treatment of Reqistered Owner. The Issuer and Bond Registrar �ay treat the person in whose name this Bond is registered �as the owner hereof for the purpose of receiving payment as ,herein provided (except as otherwise provided on the revers� side hereof with respect to the Record Date) and for all ott�er purposes, whether or not this Bond shall be overdue, ar�d neither the Issuer nor the Bond Registrar shall be affecte� by notice to the contrary. l�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. i � , 23 i . ��,�-�y�-i.3o , , II ' ns . The Bonds No�t Qualified Tax-Exempt Obligatio _ have not bee�n designated by the Issuer as "qualified tax-exempt dbligations" for purposes of Section 265 (b) ( 3 ) of the federal !Internal Revenue Code of 1986 , as amended. � � ABBREVIATIONS The fo�.lowing abbreviations , when used in the inscription on the face' of this Bond, shall be construed as though they were writte#� out in full according to applicable laws or regulations� TEN COM - a}� tenants in common TEN ENT - al� tenants by the entireties JT TEN - as� joint tenants with right of survivorship anid not as tenants in common UTMA - as custodian for Minor (Gust) ( ) under the Uniform j (State) Transfers to Minors Act �,dditional abbreviations may also be used though not in the above list. : . � I , � 24 i . • C�'��3d � � ASSIGNMENT For� value received, the undersigned hereby sells , assigns and t,'ransfers unto the within Bond and does hereby irrev cably constitute and appoint attorney to t�lransfer the Bond on the books kept for the registration 'thereof, with full power of substitution in the premises . ! Dated: � No � ice: The assignor' s signature to this � assignment must correspond with the name ' as it appears upon the face of the within ' Bond in every particular, without alteration or any change whatever. Signature Gu�ranteed: I be uaranteed b a national bank or trust Signature(s )i must g Y company or �y a brokerage firm having a membership in one of the major s�ock exchanges . The Bond Re istrar will not effect transfer of this Bond unless the �nformation concerning the transferee requested below is pr¢vided. Name and Ad�.ress : , I ( Include information for all joint owners if the Bond is held by joint account. ) � 25 . �1�-�-�� 10 .�' Execution. The Bonds shall be executed on behalf of the City by the signatures of its Mayor, City Clerk and Director, Department of Finance and Management Services , each with the� effect noted on the forms of the Bonds, and be sealed with t'he seal of the City; provided, however, that the seal of the aity may be a printed or photocopied facsimile; provided furtlher that any of such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted on the Bonds 'Ias permitted by law. In the event of disability or resignatictn or other absence of any such officer, the Bonds may be signed by the manual or facsimile signature of that officer who c�ay 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 uch officer before the delivery of the Bonds , such signatu�e or facsimile shall nevertheless be valid and sufficient fqr all purposes , the same as if he or she had remained in �ffice until delivery. llt Authentication; Date of Reqistration. No Bond shall be val�d or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate f Authentication on such Bond, substantially in the form her inabove set forth, shall have been duly executed by an author' zed representative of the Bond Registrar. Certificates'� of Authentication on different Bonds need not be signed by th� same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by exec�ution of the Certificate of Authentication on the Bond and by �inserting as the date of reqistration in the space provided the date on which the Bond is authenticated. For purposes of idelivering the original Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the date of original issue, which date is March 1, 1989 . The Certificate of Authentication so executed on each Bonc� shall be conclusive evidence that it has been authenticateid and delivered under this resolution. 12j . ReQistration; Transfer; Exchange. The City will cause Co be kept at the principal office of the Bond Registrar a 'Ibond register in which, subject to such reasonable regulationslas the Bond Registrar may prescribe, the Bond Registrar sY�all provide for the registration of Bonds and the registratior� of transfers of Bonds entitled to be registered or transfer$ed as herein provided. A' Global Certificate shall be registered in the name of the paye� on the books of the Bond Registrar by presenting I I i 26 � ��' ��-/.� � � �f I the Global C�rtificate for registration to the Bond Registrar, who will endc�rse his or her name and note the date of registrationiopposite the name of the payee in the certificate of registrat�.on on the Global Certificate. Thereafter a Global Certi�icate may be transferred by delivery with an assignment d�ly executed by the Holder or his , her or its legal repres�ntative, and the City and Bond Registrar may treat the Ho�.der as the person exclusively entitled to exercise all the rights and powers of an owner until a Global Certificate �is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that !the assignment is genuine and effective, and until such transfejr is registered on said books and noted thereon by the Bond Reg,istrar, all subject to the terms and conditions provided in 'the Resolution and to reasonable regulations of the City conitained in any agreement with, or notice to, the Bond Registr�ar. Transfer of a Global Certificate may, at the direction ar�d expense of the City, be subject to other restrictions if required to qualify the Global Certificates as being "in r�gistered form" within the meaning of Section 149 ( a) of tY}e federal Internal Revenue Code of 1986 , as amended. U�on surrender for transfer of any Replacement Bond at the prin�ipal office of the Bond Registrar, the City shall execute ( if necessary} , and the Bond Registrar shall authenticat�, insert the date of registration (as provided in paragraph 1 ) and deliver, in the name of the designated transferee �r transferees , one or more new Replacement Bonds of any auth�rized denomination or denominations of a like aggregate p incipal amount, having the same stated maturity and interes� rate, as requested by the transferor; provided, however, thlat no bond may be registered in blank or in the name of "be�arer" or similar designation. Whenever ownership of any Replacement Bonds should be transferred without surrender olf the Replacement Bond for transfer or should be registered in nominee name only, the registered owner of the Replacementl Bond shall, if and to the extent required to preserve tt�e exclusion from gross income of the interest on the Bonds a�nd at the direction and expense of the City, • maintain for the City a record of the actual owner of the Replacementt Bond. t the option of the holder of a Replacement Bond, Replacemen� Bonds may be exchanged for Replacement Bonds of any author�.zed denomination or denominations of a like i ' I I � � ' 27 . . �F.�"��3 aggregate prir�cipal amount and stated maturity, upon surrend er of the Replac�ment Bonds to be exchanged at the principal office of the � Bond Registrar. Whenever any Replacement Bonds are so surren�iered for exchange, the City shall execute ( if necessary) , a�d the Bond Registrar shall authenticate, insert the date of r�gistration of , and deliver the Replacement Bonds which the holjder making the exchange is entitled to receive. Global Certif,'icates may not be exchanged for Global Certificates ;of smaller denominations . A11' Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Reg�strar an� thereafter disposed of as directed by the City. A1�. Bonds delivered in exchange for or upon transfer of Bonds sha�l be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this riesolution, as the Bonds surrendered for such exchange or �transfer. Ev!ery Bond presented or surrendered for transfer or exchange sh�ll be duly endorsed or be accompanied by a written instrument di 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 �to cover any tax or other governmental charge payable in ;�onnection with the transfer or exchange of any Bond and anly 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, ; the Bond Registrar, including regulations which permit the ' Bond Registrar to close its transfer books between record dat�s and payment dates . �13 . Riqhts Upon Transfer or Exchanqe. 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. t• Record Date. Interest on any � 14 . Interest Paymen , Global Ce�ktificate shall be paid as provided in the first paragraph; thereof , and interest on any Replacement Bond shall ; 28 � � �'�-��--�� aid on eacl interest payment date by check or draft mailed be p � to the person �in whose name the Bond is registered ( the "Holder" ) on t�e registration books of the City maintained by the Bond Regis�trar, and in each case at the address appearing thereon at the; close of business on the fifteenth ( 15th) calendar day p�receding such interest payment date ( the "Regular Recor!d Date" ) . Rny such interest not so timely paid shall cease ta be payable to the person who is the Holder thereof as of 'the Regular Record Date, and shall be payable to the person whq is the Holder thereof at the close of business on a date (th� "Special Record Date" fixed by the Bond Registrar whe�ever money becomes available for payment of the defaulted int�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 .� Holders ; Treatment of Reqistered Owner; Consent of Holders . ' (A); For the purposes of all actions , consents and other mattersi affecting Holders of the Bonds , other than payments , re emptions , and purchases , the City may (but shall not be oblig�ted to) treat as the Holofrthe aerson inewhose beneficial o�ner of the Bond instead p name the Bon is registered. For that purpose, the City may ascertain th identity of the beneficial owner of the Bond by such means a� the Bond Registrar in its sole discretion deems appropriate, jincluding but not limited to a certificate from the person i� whose name the Bond is registered identifying such benefic�ial owner. (H) The City and Bond Registrar may treat the person in w2�ose name any Bond is registered as the owner of such Bond fctr the purpose of receiving payment of principal of and premiuma if any, and interest (subject to the payment provisions �n paragraph 14 above) on, such Bond and for all other purpo�es whatsoever whether or not such Bond shall be overdue, an�i neither the City nor the Bond Registrar shall be affected by! notice �to the contrary. �C) Any consent, request, direction, approval, objection ojr other instrument to be signed and executed by the Holders may� be in any number of concurrent writings of similar tenor and �ust be signed or executed by such Holders in person or by agent� appointed in writing. Proof of the execution of any such cc�nsent, request, direction, approval, obiection or other inst�ument or of the writing appointing any suCh agent and of theiownership of Bonds, if made in the following i i i i I i 29 i � ..�:�-�y- �.�� manner, sh�lll be sufficient for any of the purposes of this Resolution„ and shall be conclusive in favor of the City with regard to �lny action taken by it under such request or other instrument,l namely: ' ( 1 ) The fact and date of the execution by any �erson of any such writing may be proved by the qertificate of any officer in any jurisdiction who by law has power to take acknowledgments within such j�urisdiction that the person signing such writing a�cknowledged before him the execution thereof, or by a�n affidavit of any witness to such execution. ( 2 ) Subject to the provisions of subparagraph (�A) above, the fact of the ownership by any person df Bonds and the amounts and numbers of such Bonds, alnd the date of the holding of the same, may be �roved by reference to the bond register. ]J6 . Delivery; A plication of Proceeds . The Global Certificatqs when so prepared and executed shall be delivered by the Dirdctor, Department of Finance and Management Services , t�o the Purchaser upon receipt of the purchase price, and the PurIchaser shall not be obliged to see to the proper applicatior� thereof . i 1�7 . Fund and Accounts . For the convenience and proper admi;nistration of the moneys to be borrowed and repaid on the Bonc�s and the Refunded Bonds , and to make adequate and specific se�curity to the Purchaser and holders from time to time of th Bonds and Refunded Bonds, there is hereby created a special �ccount to be designated the "General Obliqation Capital Imp�rovement 1989 Refunding Bonds Account" (the "Escrow Account" ) �o be administered and maintained by the City Treasurer s a bookkeeping account separate and apart from all other accou�nts maintained in the official financial records of the City. There has been heretofore created and established the General� Debt Service Fund (numbered 960, herein the "Fund" ) . T�he Fund and the Account shall each be maintained in the manner 'herein specified until all of the Refunded Bonds have been p�aid and until all of the Bonds and the interest thereon sha�ll have been fully paid. !(i) Escrow Account. The Escrow Account shall be maintajined as an escrow account with American National Bank a�nd Trust Company (the "Escrow Agent" ) in St . Paul , Minneslota, which is a suitable financial instit��tion withir� the State whose deposits are insured by the i i I �' 30 II ' �(f--�G-/�o , � Federal; Deposit Insurance Corporation and whose combined capital; and surplus is not less than $500, 000 . All proceec�s of the sale of the Bonds shall be received by the Esc�row Agent and applied to fund the Escr�w Account or to pay costs of issuing the Bonds . Proceeds of the Bonds �ot used to pay costs of issuance are hereby irrevo�ably pledged and appropriated to the Escrow Accounk, together with all investment earnings thereon. The Es�row Account shall be invested in securities maturi�ng or callable at the option of the holder on such date at�d bearing interest at such rates as shall be requir,�d to provide sufficient funds , togetner with any cash o!r other funds retained in the Escrow Account, to pay wh�'en due ( 1) the interest to accrue on each Bond to and including March 1 , 1990, and ( 2 ) upon redemption the princi,pal amount of each of the Refunded Bonds . From the Escrov� Account there shall be paid ( 1) all interest paid on, o�r to be paid on, or to accrue on, the Bonds to and inclu�ing March 1, 1990, and ( 2 ) the principal of the Refun�led Bonds due by reason of redemption on the call date �f March 1, 1990 . The Escrow Account shall be irrevpcably appropriated to the payment of the principal of an�i interest on the Bonds until the proceeds of the Bonds� therein are applied to payment of the Refunded Bonds�. The moneys in the Escrow Account shall be used solel�i for the purposes herein set forth and for no other purpo�se, except that any surplus in the Escrow Account may a'e remitted to the City, all in accordance with an agre�ment (the "Escrow Agreement" ) by and between the City �and Escrow Agent, a form of which agreement is on file �in the office of the City Clerk. Any moneys remittted to the City upon termination of the Escrow Agre�ment shall be deposited in the Fund. ' ( ii) Fund. To the Fund, to a special sinking fund acco�unt which is hereby created and established therein for �he payment of the Bonds, there is hereby pledged and irreNOCably appropriated and there shall be credited: ( 1) jany balance remitted to the City upon the termination of t!he Escrow Agreement; ( 2) any balance remaining on Marc�h 2 , 1990, in the separate sinking fund, or special acco�unt in the sinking fund, recognized in paragraph 10 of t�he City' s February 2 , 1982 , resolution authorizing the 'issuance of the Prior Bonds and created in the Feb�uary 18, 1982, resolution levying a tax for the pay�ent of the Prior Bonds; ( 3 ) all taxes collected aftP�- Mar�h 1, 1990 , pursuant to levies made in said r�saluti��r� of �'ebruary 18 , 1982 , which levies shall not be cancelled � , 31 � t�,F��-/�30 . i except 3sipermitted by Minnesota Statutes , Section 475 . 61, S�bdivision 3 ; ( 4 ) any collections of all taxes hereafter�' levied for the payment of the Bonds and interest jthereon; ( 5) all investment earnings on funds in the Fund; iand ( 6 ) any and all other moneys which are properly iavailable and are appropriated by the governing body of t�he City to the Fund. The amount of any surplus r=maining, in the Fund when tre Bonds and interest thereon are paid ,shall be used consistent with Minnesota Statutes , Section 475 . 61, Subdivision 4 . The 'moneys in the Fund shall be used solely to pay the principal ,'and interest and any premiums for redemption of the Bonds and any other general obligatien bonds of the City hereafter issued by the City and made payable from the Fund as provided by l�w, or to pay any rebate due to the United States . No p�rtion of the proceeds of the Bonds (and any other obligat ons treated as one issue with the Bonds ) shall be used directly or indirectly to acquire higher yielding investments o� to replace funds which were used directly or indirectly to' acquire higher yielding investments, except ( 1 ) for a reasona�le temporary period until such proceeds are needed for th�e purpose for which the Bonds (and such other obligations ) �aere issued, and ( 2 ) in addition to the above in an amount not! greater than $100,000 . To this effect, any proceeds of t��he Bonds (and such other obligations) and any sums from tim}e to time held in the Escrow Account or Fund (or any other Cit�y fund or account which will be used to pay principal or �interest to become due on the Bonds ) in excess of amounts whic� under the 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 restrictionsiimposed by said arbitrage regulations on such investments �: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 Bondsland money in the Fund and the Escrow Account shall not be� invested in obligations or deposits issued by, guaranteed b�r or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment wjould cause the Bonds to be "federally guaranteed" within the mleaning of Section 149 (b) of the federal Internal Revenue Codel of 1986 , as amended (the "Code" ) . � � i i 32 _ ��r�-/3�1 , , 18 . PledQe of Existinq Tax Levies ; Coveraqe Test . To provide mon�ys for payment of the principal and interest on the Bonds, the�re is hereby pledged to the payment of the Bonds all those taxe� relating to the Prior Bonds collected after March 1, 1990,; which were levied in the February 18, 1982 , resolution of the City Council of the City relating to the Prior Bonds upon all of the taxable property in the City as direct annual ad valorem taxes to be spread upon the tax rolls and collected with and as part of other general property taxes in the City. Excluding taxes levied for earlier years , said levies were fbr the years and in the amounts as follows : Year Year of of Levy For Tax i Tax Prior LevYi Collection Bonds 1989 1990 $1, 338, 225 1990� 1991 1, 350, 957 Th�'e tax levies are such that if collected in full they, togetl�er with estimated collections of investment earnings (arnd until March 1, 1990, all amounts in the Escrow Account) and other revenues herein pledged for the payment of the Bonds , will produce at least five percent ( 5$ ) in excess of the amouht needed to meet when due the principal and interest pa+yments on the Bonds . The tax levies shall be irrepealabl,�e so long as any of the Bonds are outstanding and , unpaid, prqvided that the City reserves the right and power to reduce the ;levies in the manner and to the extent permitted by Minnesota $tatutes, Section 475 . 61, Subdivision 3 . �9 . General Obliqation Pledge. For the prompt and full payme�nt of the principal and interest on the Bonds , as the same r'espectively become due, the full faith, credit and taxing po�ers of the City shall be and are hereby irrevocably pledged. IIf the balance in the Escrow Account or Fund is ever insuffici�nt to pay all principal and interest then due on the Bonds andiany other bonds payable therefrom, the deficiency shall be �romptly paid out of any other funds of the City which are available for such purpose, including the general fund of t�'he City, and such other funds may be reimbursed with or withoqt interest from the Escrow Account or Fund when a sufficier�t balance is available therein. i 20 . Appropriation. If an appropriation is necessari� to accomplish the crossover refunding of the Prior 33 , �1 , ;a'F�y`/3v . I I I Bonds , such appropriation is hereby authorized and made, and payment sha 1 be made from the budgeted appropriations for debt servic for pending bond issues . 2� . Refunded Bonds; Security. Until retirement of the Refunde Bonds , all provisions heretofore made for the security th reof shall be observed by the City and all of its officers anl agents . 2� . Securities ; Escrow Aqent. Securities purchased from moneys in the Escrow Account shall be limited to securities �et forth in Minnesota Statutes, Section 475 . 67 , Subdivision 8, and any amendments or supplements thereto. Securities �urchased from the Escrow Account shall be purchased si�multaneously with the delivery of the Bonds . The City Counci has investigated the facts and hereby finds and determines hat the Escrow Agent is a suitable financial institution to act as escrow agent. 2� . Redemption of Refunded Bonds . The Refunded Bonds shall '.be redeemed and prepaid on March 1, 1990, all in accordance �ith the terms and conditions set forth in the Notice of Ca�ll for Redemption attached hereto as Exhibit A, which termsjand conditions are hereby approved and incorporatec� herein by reference. A Notice of Call for Redemption i,n substantially such form shall be fi:st published no later tha�n thirty ( 30) days after the issuance of the Bonds , and s�hall be published again not less than thirty ( 30) days prior t�o the redemption date pursuant to the Escrow Agreement. � 24I. Escrow Aqreement . On or prior to the delivery of the Bonds� the Mayor, Clerk and Director, Department of Finance andjManagement Services, shall, and are hereby authorized nd directed to, execute on behalf of the City an Escrow Agre�ment. All essential terms and conditions of such Escrow Agre�ment are hereby approved and adopted and made a part of thisj resolution, and the City covenants that it will promptly enforce all provisions thereof in the event of default the�eunder by the Escrow Agent. 25i. Purchase of SLGS. The City Treasurer, or anyone desi 'nated by the City Treasurer to act in his behalf, is hereby a�thorized and directed to purchase the appropriate United Stat s Treasury Securities , State and Local Government Series , froml the proceeds of the Bonds in accordance with the provisions a,f this resolution and to execute all such documents ( i�ncluding the appropriate subscription fc�rm) I I 34 ' /�,c"��-��3�� r.�: . i I I I I required to effect such purchase in accordance with the applicable U.S.I Treasury Regulations . 26 . Certificate of Registration. The Director, Department of inance and Management Services , is hereby directed to fil�e a certified copy of this Resolution with the County Auditor of Ramsey County, Minnesota, together with such other informat�.on as the County Auditor shall require, and to obtain the Cour�ty Auditor ' s certificate that the Bonds have been entered im the County Auditor' s Bond Register. 27 . IRecords and Certificates . The officers of the City are hereby authorized and directed to prepare and furnish to the Purchasgr, and to the attorneys approving the legality of the issuanc� of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavi�ts, certificates and information as are required to show the fa�cts relating to the legality and marketability of the Bonds als the same appear from the books and records under their cuistody and control or as otherwise known to them, and all such aertified copies, certificates and affidavits, including anyiheretofore furnished, shall be deemed represen- tations of th� City as to the facts recited therein. 2g , � Neqative Covenant as to Use of Proceeds and Improvements . ! The City hereby covenants not to use the � proceeds of tlhe Bonds or to use the improvements financed with the proceeds mf the Prior Bonds or to cause or permit them or any of them tb be used, or to enter into any deferred payment arrangements �or the cost of such improvements, in such a manner as to �ause ( 1) the Bonds to be "private activity bonds" within! the meaning of Sections 103 and 141 through 150 of the Code o!r ( 2 ) the Prior Bonds to be "industrial development b�onds" or "consumer loan bonds" or "private loan bonds " withi� the meaning of the federal Internal Revenue Code of 1954 , as mended immediately prior to the enactment of the federal Tax t�eform Act of 1986 . 29 ,' Tax-Exempt Status of the Bonds; Rebate. The City shall cc�mply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Sectio 103 of the Code of the interest on the Bonds, including wi hout limitation requirements relating to temporary pe iods for investments, limitations on amounts invested at yield greater than the yield on the Bonds , and the rebate o excess investment earnings to the United States . I 35 , , , C��.-�-y i��-� i i i 30 . I No Designation of Qualified Tax-Exem�t Obliqations . The Bonds exceed in amount those whicn may be qualified as "qualified tax-exempt obligations" within the meaning of Se tion 265(b) ( 3 ? of the Code, and hence are not designated fo� such purpose. 31 . � Depository Letter Aqreement. The Depository Letter Agreem�nt is hereby approved, and shall be executed on behalf of thelCity by the Mayor, Treasurer and Director, Department of 'IFinance and Management Services, in substantially the form approved, with such changes , mvdifications , additions and deletions as shall be necessary and appropria�e and approved by the City Attorney. Execution by such offic�rs of the Depository Letter Agreement shall be conclusive ev�dence as to the necessity and propriety of changes and their approval by the City Attorney. So long as Midwest Securities Trust Company is the Depository or it or its nominee i;� the Holder of any Global Certificate, the City shall comply �with the provisions of the Depository Letter Agreement, as it may be amended or supplemented by the City from time to !time with the agreement or consent of Midwest Securities T�1ust Company. �i � � i � i . i � i � 36 � � k ; _._ . WHITE - CI,T.V�CLERK � . - :. ; ° li�, � �. �i�� . .:.�. . .�:,..: :� . � ,PINK - FINANCE � .. •. -�.. . � \ �.AUACII . . .�� . i ., CANARV - DF,PARTMENT ' GIT� OF �AIN� PAUL� ?,�' � f.,,'"+!�' ti e�u� - nn,q.roR , ''� File N�. - � , �►� � � ` , � F � � � - Council �esolutio�.--�� } � � �, � + � , � Presented By �' � \ ; �i. � 1,. Refer�ed To Committee: Date , ` t�,�`;`-p- Out of Committee By Date � 32, rabil t . I!' a�o�p sectio�, pruaqraph � � � � pra�►isiaa of s reso ativn s�all be hald to b� ia�ra d �r sn��t�ccwbl� to�r a►� reas�, tb� ia�ralidi�p c►r �mtorce- �-- ability a! s� actic�, pasraqr� s►r pro�visivw �hall �ot � aft�at an� o! rea�imia� pta�ri�ioAS af t.hls re;oluticc�. � _ : � � - 33. , �dinqs i0 thi� r�solt�tion ar�r ine�l�+d�d fo�r ea+a�e �f r�f�rsace a�l? and ue aot . � a part t�unoi, l shali a�t 13ait-or detfa�t tbe asa�ipg ��`��, , of anY pzavisfvee �reof. � . �� t-� � `,�:. :Y ...,��- ;. , _ �r -.�..,.� . � . - � * i��,� �,rr� ' r- � �: � � _ � ;u �f � �. _ � �� (� 1. � , � �'.�` i ' ` r ` ' � � �:� � � __ p-� E � . � k �� ; ,. . , � � � �_. -t: -r �,_ C ? ��. � �' `; :. ��- � �.. ; �� `� f� .� ��; � j\ .� � � i ,� � . �. `� �. -----_ > < J , - � ;, ' ' � �: .� . , �: �;;; COUNCIL MEM�RS . � . �� Yeas Nays Requested by Department of: Dimond �� ,; �.ong In Favor Gosw;tz , � Against By � :�� .•.��.,,y� ' �;. sonnen -�'� _ �Vilson �. �,,, �g '� �4 '1989 �'F`orm Approved by City Attorney � . '', Adopted by Gouncil:� Date •�� Certified Passed by Council Secretar By �.e .-,, B5, : "� Approved by Mayor for Submission to,�l � A►pproved by 1Aavor. Date . _ . ��,.-... "' By By ' ; - _ : .�:,- f ��-_.�. � � � / /�, r-� �.. � _..��_ f ' GITY OF SAZNT PAUL : n � __ _ --- -___. ----�---- t�i119lltti erra �1� � OFFICE OF '1`HE CITY COIINCIL ��` j� I . � . I I ;� Committee Report � Finance. ��Manaaement. & Personnel Committee ' January 30, 1989 i I . Approvai of mpnutes of Januar�y 23 meeting. Approved , �� v� � . 2. Resolution 89�I26 - approving sale of CIB Bonds Series Approved as-�tend�ed 1989A ($1 1 ,75b,000) . (Ref ei�red from Cou��l J,�nua�-y 26) � �/ � 3. Resolution 8�-127 - approving sal�f Street Im�vemeni Approved as �meud�d 5pecial Asses,�sment 8onds Series 19898 ($2,000,000) . (Re`erred frc�m Council Januery 26) � , ��-� . °�' .��a�` �� U � olution 89-128 - a rovin sal of Como Conservatory Approved �s?��a��ed 4. Res pP 9 � Bonds Series ' 1989C ($5,000,000) . (Referred from Council January 26) � J �C ,Qf� "_ U � �C .c.� 5. Resoiution 89-129 - approving sal or Warner/Shepard Approved as�d Rdad Bonds S�ries 1989D (�5,500,000) . (Referred from Council Janu�ry 2G) y � �� 6. Re c,iution 8 -130 - a�proving sai of Refundir�g Bonds Approved aJ�sd g I � Series 1989E, ($2,275,Od0) . {Referred from Council � January 26) ! 7. R250�UtiOf1 89-131 - approving tax levy for �t1 ,750,00� No action required CIB Bonds. ' {fteferred from Council January 26) 8. Resolution E�9-132 - approving tax levy for $2,U00,000 No action required Street imprpvement Special Asses�ment 8�nds. (Referred from Counci ) January 26) 9. Resolution �9-133 - approving tax levy for $5,OOO,G00 No action required Cam� Conser,Natory Bonds. (Referred from Counci ! ' January 26) I I CITY HALL � SEVENTH FLOOR SAINT PAUL, MINNESOTA 55102 !a�p 46 10. R�salution 89-134 - approving tax levy for $5,500,000 No action required Warner/Shepard Road bonds. (�eferred fron Counci ] January 26) I1. Resolution 89-135 appcovi►�g. ta�c l'�vy for $2,275.000 No action required , Refundinq Bonds. (Re e ry 12. Administrative Orders D-10035 - budget revision in Police General Fu�d 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 Generai Fund. (Referred from Council � January 3} D-10043 - authorizing payment for sponso�ship af Police Discussed Ski Team. (Referred fr�m Council January 3) D-10067 - budget revision in Public Works-Municipal L,ay over one week Equipment Internal Service Fund. 13. Resoiution 89-90 - estabtishing the rate of pay for Approved Customer Service Senior Representative in Grade 29, Section ID1 of the Clerical Standard Ranges in the Salary Plan and Rates of Compensation Resolution. (Referred from Councii January 19) 14. Resolution 89-91 - estabtishing the rate of pay for Approved Customer Service Representative in Grade 25, Section " ID1 of the Clerical Standard Ranges in the Salary Plan and Rates of Compensation Resolution. (Referred from Council January 19) 15. Resulution 89-50 - allowing employees resigning in Approved 1988 who qualif,y for severance pay the option of receiving it in full or in five equal installments. tReferred from Council January 12} 16. Resolution 8�-92 - amending the 7uition Reimbursement Laid over one month Policy in Section III , 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 release job evaluation system data. in three weeks 18. Resoiution 89-107 - approving continuation of the Laid over one week process of considering the cbnsolidation of the Fire Department Relief Association with the Public Employees Retirement Association Police and Fire Fund. (Referred from Council January 24) 2 i � 569T � ESCROW AGREEMENT REGAR ING GENERAL OBLIGATION CAPITAL IMPROVEMENT REFUNDI G BONDS, SERIES 1989E, AND GENERAL OBLIGATION APITAL IMPROVEMENT BONDS, SERIES 1982, IOF THE CITY OF SAINT PAUL, MINNESOTA , � THIS AG�tEEMENT made this day of March, 1989, by and between Amer�ican National Bank and Trust Company, in St. Paul, Minnesota (t�he "Escrow Agent" ) , and the City of Saint Paul, Ramsey Countly, Minnesota (the "City" ) , WITNESSIETH THAT: I A. WH�REAS, pursuant to a resolution adopted on February 2 , �1982, the City has heretofore issued, and now has outstanding in the principal amount of $3, 175,000, its General Obligation �apital Improvement Bonds, Series 1982, dated March 1, 19 2 (the "Prior Bonds',' , which include maturities not to be refunc�ed as noted below) , payable on March 1 in the remaining y�ars and amounts as follows: _ � rior Bonds ot Refunded Refunded Bonds Ye�r Amount Year Amount 19�0 $950,000 1991 $1,050, 000 , 1992 1, 175,000 The Prior B�nds maturing on or after March 1, 1991, being in a principal artiount totalling $2,225,000, may be redeemed and prepaid on �Iarch 1, 1990, at par and accrued interest; and �� B. WH�REAS, by the terms of a resolution adopted on February 1989 (the "Refunding Resolution" ) , the City has called for �he redemption and prepayment on March 1, 1990, of said $2 ,225�000 in principal amount of the Prior Bonds maturing th�reafter, pursuant to a Notice of Call for Redemp- tion attach�d hereto as Exhibit A, to be duly published in accordance laith law; and C. WH�REAS, only said $2,225,000 of the Prior Bonds maturing afiter the earliest call date for the Prior Bonds are , ' � I i to be refunded ipursuant to the crossover refunding accom- plished by the ;Refunding Bonds defined below, and are referred to herein as tl�e "Refunded Bonds" ; and D. WHERE�S, to provide for ( 1) the refunding of the Refunded Bonds (by the payment of the principal only thereof on March 1, 19�0) and (2 ) the payment of all interest due on the Refunding �onds defined below through and including March 1, 1990, 1in the amounts set forth on Exhibit D, all in accordance wit� Minnesota Statutes, Section 475 .67, especially Subdivision 13 thereof, the City has pursuant to the Refunding Resolution autl�orized the issuance of $2, ,000 General Obligation Cap�ital Improvement Refunding Bonds, Series 1989E, dated March 1, � 1989, as the date of original issue (the "Refunding Bon�is" ) ; and E. WHERE�AS, under the terms of the Refunding Resolution $ ' of the proceeds of the Refunding Bonds and certain other !sums appropriated to the Escrow Account identified iniparagraph S below (the "Escrow Account" ) shall be held and ir�vested in accordance with the terms and conditions of �this Escrow Agreement as follows : � Amount o� Proceeds of Refunding Bonds $ Amount o� other Availabl� City Funds S Total $ $ � of the foregoing sum shall simultaneously be invested in securities (the "Escrowed Obligations" ) as described in �the report of Grant Thornton, dated March , 1989 (the "Ac�countant ' s Report" ) , which Escrowed Obligations, together withithe balance of cash in the amount of $ , shall be usedl to refund the Refunded Bonds (by payment of the principal onliy thereof on March 1, 1990) and to pay all interest on fihe Refunding Bonds through March 1, 1990, in the amounts set �orth on Exhibit D. The Escrowed Obligations (or evidence of �he investment therein and constructive receipt thereof) and ,'cash are herein called the "Escrow Deposit" , provided thatt the term "Escrow Deposit" may include due bills reflecting E$crowed Obligations not received by the delivery of and paymemt for the Refunding Bonds (the "Bond Closing" ) so long as suchidue bills are secured by the deposit of compar- able securit�es identified as "Substitute Securities " in the Accountant � s ! Report, or by a cashier' s check in an amount 2 � I � equal to eith r the principal and interest due on the Escrowed Obligations s due or any deficiency in principal or interest due on the Su stitute Securities; and F. WHER�AS, it is desirable and appropriate that $ Iof the proceeds of the Refunding Bonds and $ bf other available moneys of the City, for a total of $ all to be used to pay issuance expenses (the "Issuanc Expense Deposit" ) , be paid to the Escrow Agent for its disbu sement of $ in accordance with the schedule of d' sbursements (the "Issuance Expenses" ) set forth in Exhibit B ttached hereto and incorporated herein by reference, oflwhich $ is for its compensation as Escrow Agent; jand G. WHER�AS, the Escrow Agent is, and hereby represents that it is, a corporation organized under the laws of the United Statesy and its deposits are insured by the Federal Deposit Insur�nce Corporation, and its capital and surplus is not less thani $500, 000: NOW, THEI�EFORE, in consideration of the premises and of the respectiv� agreements on the part of the Escrow Agent and City herein c�ntained, the parties hereto hereby agree as follows : 1 . De o its . The City agrees upon delivery of and payment for t e Refunding Bonds at the Bond Closing to forth- with irrevoca ly de�osit with the Escrow Agent the Escrow Deposit, as a appropriation of the Escrowed Obligations and all payments f principal and interest thereon, in trust with the Escrow Ag�nt for the security of the holders and owners of the Refunded onds and Refunding Bonds . The City further agrees upon t e Bond Closing to deposit with the Escrow Agent the Issuance xpense Deposit; and the City authorizes the Escrow Agent (and the Escrow Agent agrees) to disburse the Issuance Expe se Deposit to pay Issuance Expenses ( including the Escrow Agejnt' s compensation set forth in paragraph 3 hereof) . ; 2 . Ackno�taledgment of Deposit. Receipt of ( 1) the Escrow Deposit and ( 2I) the Issuance Expense Deposit (to pay Issuance Expenses, incl�usive of the compensation set forth in para- graph 3 hereof�) shall be acknowledged on behalf of the Escrow Agent at the 8 nd Closing by execution of an Acknowledgment in the form attac ed hereto as Exhibit C by a duly authorized officer of the Escrow Agent. � � _ i i 3 �, i i 3 . Comp�ensation; Waiver of Lien. The Escrow Agent hereby acknow�ledges receipt of the sum of $ as and for full complensation for all services to be performed by it as agent und�r this Escrow Agreement (exclusive of the cost of publishinc� redemption notices in a New York paper as set forth in para�graph 7 hereof) ; and the Escrow Agent expressly waives any li}en upon or claim against the moneys and invest- ments in the Escrow Account. The Escrow Agent will bill the City for the cost of publishing such redemption notices in a New York pap�r at the time of publication. 4 . Col�ection and Remittance; Payment of Principal of Refunded Bondis and Interest on Refunding Bonds,_ Substitute Securities . The Escrow Agent will collect all remittances of interest on �he Escrowed Obligations in the Escrow Account as and when such interest becomes due and payable and will cause such Escrowe� Obligations to be presented for payment and converted in o cash on their respective maturity or due dates in accordance with the schedule of cash payments included in the Accounta�t ' s Report, and will remit from the Escrow Account ( 1) �to the paying agent for the Refunding Bonds the funds requir�ed from time to time for the payment when due (at each Interesi�t Payment Date on or prior to March 1, 1990) of the interest� on the Refunding Bonds in the amount set forth on Exhibit D at'tached hereto and hereby made a part hereof, and (2 ) to the pjaying agent or agents for the Prior Bonds the funds requi�ted for the payment when due on the redemption date of March 1, i1990, of the principal of the Refunded Bonds . If the delivery� of any Escrowed Obligations is secured at the Bond Closin� by Substitute Securities and/or a cashier' s check as hereinab ve provided and delivery of the Escrowed Obliga- tions is not� made within thirty ( 30) days after the Bond Closing, th� Escrow Agent shall, in accordance with the terms of such sec�rity arrangement, substitute the Substitute Secur- ities and/o* cashier' s check for the Escrowed Obligations to assure that ' such schedule of cash payments can be complied with. 5 . Su�ficiency of Escrow Deposit; Further Deposits . In reliance upon the Accountant ' s Report, the City represents, and the Esc�ow Agent acknowledges, -that the Escrow Deposit, if the princippl of and interest on the Escrowed Obligations are paid in accbrdance with their terms, is sufficient to produce cash in suc� amounts to enable the Escrow Agent to make full and timely ayments as provided in paragraph 4 above. If at any time it shall appear to the Escrow Agent that the money in the Escrow ccount allocable for such use hereunder will not be suffici nt to make any such payment due to the holders of I I I i I i 4 � i any of the R�funding Bonds or Refunded Bonds, the Escrow Agent shall immedi$tely notify the City. The City thereupon shall forthwith de osit in the Escrow Account from funds on hand and legally avai able such additional funds as may be required to meet fully t�e amount to become due and payable and, if neces- sary, levy f r such purpose an ad valorem property tax on all real propert in the City subject to taxation, without limita- tion as to r te or amount. Included in the Accountant ' s Report is a tatement that such cash and Escrowed Obligations are sufficie t to comply with the requirements set forth in paragraph 4 bove. 6 . No Bte eal of Refundin Resolution. The City will not repeal, revo e or amend the Refunding Resolution calling the Refunded Bon�is for redemption on their redemption date of March 1, 1994, in accordance with the Notice of Call for Redemption attached hereto as Exhibit A. 7 . Not ce of Redem tion. The Escrow Agent shall cause the Notice o Call for Redemption attached hereto as Exhibit A to be publisl�ed once in Northwestern Financial Review or some other approp iate periodical or newspaper (being a daily or weekly perio ical published in a Minnesota city of the first class, or it metropolitan area, and printed in the English language, wh ch circulates throughout Minnesota and furnishes financial ne s as part of its service) and to be mailed to the paying agent or agents for the Prior Bonds not more than forty-five ( 5) days nor less than thirty ( 30) days before the appropriate edemption date therefor. In addition, the Escrow Agent shall ause the Notice of Call for Redemption to be published on�e in a daily newspaper of general circulation, or in a daily f�nancial paper, published in the City of New York, New York, an�i printed in the English language, not less than thirty ( 30) mor more than forty-five (45) days prior to the redemption da�te therefor. Notice of such call will also be published by the City forthwith. 8 . Tit�e to Moneys; Trust; Remission of Remaining Moneys. It , is recognized that title to the Escrowed Obliga- tions and mo�hey held in the Escrow Account from time to time shall remain, vested in the City but subject always to the prior charge ' and lien thereon of this Escrow Agreement and the use thereof �equired to be made by the provisions of this Escrow Agree�ent. The Escrow Agent shall hold all such money and obligati ns in a special trust fund and account (the "Escrow Acco nt" ) separate and wholly segregated from all other funds nd securities of the Escrow Agent or deposited with the Esc ow Agent, and shall never commingle such money or � i, 5 i securities wi h other money or securities, provided that nothing conta'ned herein shall be construed as requiring the Escrow Agent o keep the identical moneys, or any part thereof, rece 'ved for the Escrow Account, on hand, but moneys of an equal ount, except to the extent such are investments permitted und r this Escrow Agreement, shall always be maintained on hand as funds held by the Escrow Agent as trustee, belo ging to the City, and a special account thereof evidencing s h fact shall at all times be maintained on the books of the Escrow Agent, together with such investments . In the event of �the Escrow Agent ' s failure to account for any money or obli�gations held by it in the Escrow Account, such money and ob�igations shall be and remain the property of the City, and if for any reason such money or obligations cannot be identifiec�, all other assets of the Escrow Agent shall be impressed witlh a trust for the amount thereof and the City shall be enti�tled to a preferred claim upon such assets . All moneys remair�ing in the Escrow Account after payment therefrom of all sums required to be paid under this Escrow Agreement sha�ll be promptly remitted to the City. 9 . Sal � and or Reinvestment. Except as otherwise provided und r paragraph 5 hereof, the Escrow Agent may sell or reinvest, ,or both, all or a part of the Escrowed Obligations, �or proceeds thereof, in securities set forth in Minnesota St�tutes, Section 475. 67, Subdivision 8, if and only if (a) such ales or reinvestments, or both, are approved by a duly authori ed agent of the City and otherwise permitted by the laws of innesota, (b) an opinion of a certified public accountant i� first obtained to the effect that such sale or reinvestment� or both, will not prevent the Escrow Agent from making the p yments to the paying agents for the Refunding Bonds and Re unded Bonds as required in paragraph 4 above, and (c) an o inion of nationally recognized bond counsel or tax counsel �ecognized as having an expertise in the area of tax-exempt f�nancing is first obtained to the effect that such sales or rei vestments, or both, ( 1) will not cause the Refunded Bon�s to become arbitrage bonds under Section 103(c) of the feder�l Internal Revenue Code of 1954, as amended prior to its amencl�nent by the federal Tax Reform Act of 1986, and will not cau�e the Refunding Bonds .to become arbitrage bonds or prohibite advance refunding bonds under Sections 148 or 149(d) of th� federal Internal Revenue Code of 1986, as amended, andlthe applicable regulations and administrative interpretati�ns thereunder, (2) will not otherwise cause the interest on he Refunded Bonds or Refunding eonds to become includible i gross income for federal income tax purposes, and ( 3) do n t materially adversely affect the legal rights of the holders bf the Refunded Bonds or Refunding Bonds . � 6 � i i Any excess funds created in the Escrow Account as a result of sucl� sale or reinvestment, or both ( i.e. , funds not required to p�y, when due, principal of the Refunded Bonds or interest on tme Refunding Bonds) , shall be withdrawn from the Escrow Accoun� and paid by the Escrow Agent to the City, free of any lien o this Escrow Agreement, within ten ( 10) business days of recei�t of the City' s written request to withdraw such excess funds. � i 10 . Ann�al Statement. For as long as any of the Refunded Bonds are outstanding, in February of each year until termination oif this Escrow Agreement, commencing February, 1990, the Esc�ow Agent shall render a statement for the preceding yea� to the City, which statement shall set forth the cash on h�and and Escrowed Obligations which have matured and the amour��ts received by the Escrow Agent by reason of such maturity, thej interest earned on any of the Escrowed Obli- gations, a li�st of any investments or reinvestments made by the Escrow A�ent in other Escrowed Obligations and the interest and or principal derived therefrom, the amounts of cash paid for, the interest on the Refunding Bonds and principal on �the Refunded Bonds ,as said payments became due and payable, and any other transactions of the Escrow Agent pertaining tc� its duties and obligations as set forth herein. 11. Tr st• Safekee in . All Escrowed Obligations, moneys and i vestment income deposited with or received by the Escrow Agent � pursuant to this Escrow Agreement shall be subject to tl�e trust created by this Escrow Agreement, and the Escrow Agent � shall be liable for the preservation and safe- keeping ther�of; provided, however, that it shall not be responsible �or any depreciation in value of any of the Escrowed Ob15.gations or for the reinvestment of the same except as he�ein provided. 12 . Du� ies Obli ations and Liabilities . The duties and obligations f the Escrow Agent shall be as prescribed by the provisions oif this Escrow Agreement, and the Escrow Agent shall not beI liable hereunder except for failure to perform its duties alnd obligations as spec�fically set forth herein or to act in gdod faith in the performance thereof, and no implied dut�!es or obligations shall be incurred by the Escrow Agent otherjthan those specified herein. The Escrow Agent may consult with counsel of its choice, and except as provided in paragraph 9 �hereof, the opinion of such counsel shall be full and complet� authorization and protection with respect to any action taker� or not taken or suffered by it hereunder in good faith and ir} accordance with the opinion of such counsel . , ; 7 �I � � 13 . Re�iqnation; Successor. The Escrow Agent may at any time resign and be discharged of its obligations hereunder by giving to th� Clerk of the City written notice of such resignation a;nd by refunding to the City the escrow fee set forth in para�graph 3 hereof, not less than sixty ( 60) days before the da�te when the same is to take effect, and by publication olf a copy of such notice in any available daily or weekly newspa�ier or periodical which circulates throughout the State of Minnesota and furnishes financial news as part of its service, not �ess than thirty ( 30) days prior to such date. Such resignat�.on shall take effect upon the appointment and qualification�, of a successor agent. In the event of receipt of notice of uch resignation, a successor shall promptly be appointed by �he City, and the Clerk of the City shall immedi- ately give wr tten notice thereof to the predecessor agent and publish the s e in a Minnesota newspaper as described above. If in a prope case no appointment of a successor agent is made within f rty-five (45) days after the receipt by the City of notice of uch resignation, the Escrow Agent or the holder of any Refund d Bond or Refunding Bond may apply to any court of competent jurisdiction to appoint a successor Escrow Agent, which pointment may be made by the court after such notice, if an , as the court may prescribe. Any successor agent appointe hereunder shall execute, acknowledge and deliver to its predecessor agent and to the Clerk of the City a written acce tance of such appointment, and shall thereupon without any fu ther act, deed or conveyance become fully vested with al moneys, properties, duties and obligations of its predecesso�, but the predecessor shall nevertheless pay over, transfer4 assign and deliver all moneys, securities or other propertylheld by it to the successor agent, shall execute, acknov�ledge and deliver such instruments of convey- ance and do suc�h other things as may reasonably be required to vest and confistm more fully and certainly in the successor agent all right�, title and interest in and to the property held by it her�under. Any bank into which the Escrow Agent may be merged qr with which it may be consolidated or any bank resulting fromlany merger or consolidation to which it shall be a party or ajny bank to which it may sell or transfer all or substantially a�ll of its corporate .trust business shall, if the City approv s, be the successor agent without the execu- tion of any doc�ent or the performance of any further act. 14 . Succe�sors and Assigns; Beneficiaries . This Escrow Agreement shallibe irrevocable and binding upon and shall inure to the be�efit of the City and the Escrow Agent and their respectiv� successors and assigns . In addition, this i , � � 8 , i Escrow Agre ment shall constitute a third party beneficiary contract fo the benefit of the holders at any time of the Refunded Bo ds or Refunding Bonds. Said third party bene- ficiaries shall be entitled to enforce performance and observance dy the City and the Escrow Agent of the respective agreements and covenants herein contained as fully and completely ajs if said third party beneficiaries were parties hereto. � 15 . Sul lemental A reements . For any one or more of the following pu poses, the City and Escrow Agent may enter into any suppleme�tal agreements to this Escrow Agreement as shall not adversel� affect the rights of the holder or holders of the Refunded, Bonds or Refunding Bonds and as shall not be inconsistent; with the terms and provisions of this Escrow Agreement, w#�thout the consent of or notice to the holder or holders of the Refunded Bonds or Refunding Bonds : ' (a) To cure any ambiguity or formal defect or omission in this Escrow Agreement; (b) To grant to, or confer upon, the Escrow Ag�nt for the benefit of the holder or holders of th� Refunded Bonds or �Refunding Bonds any additional rights, remedies, powers or authority that may law- fulily be granted to, or conferred upon, such holder or �holders; and �� (c) To provide additional funds, securities or prot�erties under this Escrow Agreement. 16 . Con' ent Otherwise to Amendments . Except as expressly pro ided in paragraph 15 above, this Escrow Agreement mayinot be repealed, revoked, altered or amended without the uhanimous written consent of the City and the holder or hol�ers of the Refunded Bonds and Refunding Bonds, and the writt n consent of the Escrow Agent. 17 . Hea in s. Headings in this Escrow Agreement are for convenience o reference only and are not a part hereof, and shall not lim t or define the meaning of any provision hereof . � i III i � I� �� 9 � � � IN WITNESS WHEREOF, the City and Escrow Agent have caused this Escrow A reement to be executed in their respective names and hav caused this Escrow Agreement to be dated as of March , 198� . � MINNESOTA CITY OF SAINT PAUL, � Approved as t� form: By Its Mayor And By Assistant Citly Attorney Its City Clerk And By Its Director, Department . of Finance and Management Services (SEAL) ! ' i i ESCROW AGRE�MENT by and between the American National Bank and Trust Company and the City of Saint Paul, Minnesota. � � 10 -- I �� AMERICAN NATIONAL BANK AND ' TRUST COMPANY � By Its , li ESCROW AGREEME�IT by and between the American National Bank and Trust Company Iand the City of Saint Paul, Minnesota. i i I ! 11 I . I LIST OF EXHIBITS I EXHIBIT A: Nc�tice of Call for Redemption EXHIBIT B: ISsuance Expenses EXHIBIT C: F�rm of Acknowledgment EXHIBIT D: P�yments i I ; 'I i � I i I I , , i I EXHIBIT A NOTICE OF CALL FOR REDEMPTION $2, 225, 000 OUTSTANDING GEN�ERAL OBLIGATION CAPITAL IMPROVEMENT BONDfi, SERIES 1982, MATURING IN THE YEARS 1991 AND 1992 CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA NOTICE IS HER�BY GIVEN that by order of the City Council of the City of S�aint Paul, Ramsey County, Minnesota, there have been called �'or redemption and prepayment on March 1, 1990 those outstahding bonds of the City designated as General Obligation Capital Improvement Bonds, Series 1982, dated March 1, 1982, be ring serial numbers 1020 through 1464, having stated matu ity dates on March 1 in the years 1991 and 1992, totalling $ ,225,000 in principal amount, and having the CUSIP numbers and The bonds are being called at a� price of par plus accrued interest to March 1, 1990, on wh�'ich date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested �o present their bonds for payment, with March 1, 1990, and $ubsequently maturing interest coupons attached, at the Chemic&1 Bank, in New York, New York, on March 1, 1990 . Dated': February _, 1989 . BY ORDER OF THE CITY COUNCIL /s/ A1 Olson City Clerk Addition$1 information may be obtained from: SPRINGSTIED INCORPORATED 85 Eastj5eventh Place Suite 1 0 Saint P ul, Minnesota 55101-2143 ( 612 )22 -3000 �I � EXHIBIT B Issuance Expenses Party to Pay �, Role Amount i Briggs and Morg�n Bond Counsel $ Standard and Popr' s Rating Agency Moody' s Investor Services Rating Agency American Natio�al Escrow Agent Grant Thornton CPA Springsted Incarporated Fiscal Consultant �i For: Fee $ Prir�ting O.S. Publjications Mail;ing, Copying anc� Travel , Total $ Total $ � �� i � I I I � ' � r � � EXHIBIT C ' ' ACKNOWLEDGMENT , I, being dyily authorized to execute this acknowledgment on behalf of th� American National Bank and Trust Company (the , "Bank" ) , as Esc$ow Agent, do hereby acknowledge that the City of Saint Paul, �+iinnesota (the "City" ) , has this date irrevocably deppsited with the Bank in trust for the security of the holders �nd owners of the City' s outstanding General Obligation Capi�tal Improvement Bonds, Series 1982, dated March 1, 1982 , �and the City' s General Obligation Capital Improvement Refjunding Bonds, Series 1989E, dated March 1, 1989, as the d�te of original issue, that certain Escrow Deposit requir�d to be deposited with the Bank at the Bond Closing in accc�rdance with the Escrow Agreement, dated March _, 1989� by and between the Bank and the City, and has in addition de�osited $ for use in paying Issuance Expen�es . Dated thi� day of March, 1989 . � AMERICAN NATIONAL BANK AND � TRUST COMPANY � BY Its I � I, I i � � I EXHIBIT D REFUNDED BOND PAYMENTS ; (all representing principal) Date ; Amount March 1, �1990 $2,225,000 � ' B ND PAYMENTS REFUNDING 0 (all representing interest) D ate Amount September li, 1989 $ March 1, 19�90 I i . � i i i � " � � � � � � � � EXHIBIT A NOTICE OF CALL FOR REDEMPTION $2 , 225, 000 OUTSTANDING GEN�RAL OBLIGATION CAPITAL IMPROVEMENT BONDS, SERIES 1982, MATURING IN THE YEARS 1991 AND 1992 CITY OF SAINT PAUL, RAMSEY COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Saint Paul, Ramsey County, Minnesota, there have been called forlredemption and prepayment on , �I March 1, 1990 those outstandi�g bonds of the City desiqnated as General Obligation Capi�al Improvement Bonds , Series 1982 , dated March l, 1982, bearin� serial numbers 1020 through 1464 , having stated maturity �dates on March 1 in the years 1991 and 1992 , totalling $2,225, 000 in principal amount, and having the CUSIP numbers and The bonds are being called at a priGe of par plus accrued interest to March 1, 1990, on which �ate all interest on said bonds will cease to accrue. Holder� of the bonds hereby called for redemption are requested to pr�sent their bonds for payment, with March 1, 1990, and subsequently maturing interest coupons attached, at the Chemical Bartk, in New York, New York, on March 1, 1990 . Dated: February _, 1989 . �i BY ORDER OF THE CITY COUNCIL I /s/ • Al Olson , City Clerk Additional info�mation may be obtained from: SPRINGSTED INCO�PORATED 85 East Seventh Place Suite 100 Saint Paul, Min esota 55101-2143 ( 612)223-3000 ' ; i i 585T j ' March , 1989 Midwest Secu�ities Trust Company One Financia� Place 440 South La�alle Street Chicago, IL ', 60605 RE: City of Saint Paul, Minnesota -- $11, 750, 000 General Obligation Capital ' Improvement Bonds, Series 1989A ', $2, 000,000 General Obliqation Street Improve- '�i ment Special Assessment Bonds, Series 19898 $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 bhnds referenced above (the "Bonds" ) issued by the City of Saint 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 (the "Bond Registrar" ) , and is being sold pursuant � i i I I to bids acce�ted February 14, 1989, from Harris Trust and Savings Bank of Chicago, Illinois, and First Bank National Association �f Minneapolis, Minnesota, and (collectively, the "Purchasers " ) , pursuant to which the Purchasers have agreed to purchase, and the Issuer has aqreed to issue, the Bonds . Injorder to induce the Issuer and Bond Registrar to cause the Pu;rchasers to deposit the Bonds with Midwest Securities T!rust Company ( "MSTC" ) and in order to induce MSTC to accept thle Bonds as eligible for deposit at MSTC and to hold such Bands for the term thereof for the benefit of those brokers, deajlers, banks and other financial institutions which are members ,of MSTC (the "Participants" ) , the Issuer, Bond Registrar a�d MSTC agree as follows: 1 .' Designation by MSTC. MSTC agrees to designate the Bonds as 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 With the performance of its obligations in connec- tion with tl�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 affectk the Bonds or their transfer. 2 . Deposit. At the closings of the initial issuance of ' the Bonds scheduled for March , 1989, and March _, 1�89, the Issuer will cause the Purchasers to deposit witlh MSTC one Bond certificate for each maturity of each serieslregistered in the name of Rray & Co. , an Illinois general partnership which is the nominee of MSTC, having an aggregate f ce value of $26,525,000 and representing 100� of the princip�l amount of such Bonds, and such Bond certificates shall remait� in the custody of MSTC or its agent. 3i. Notice of Redemption of All Bonds . In the event of a redemp�tion, or other early withdrawal, resulting in re- tirement of, all Bonds of a series outstanding, the Issuer or Bond Regist�car shall give MSTC and the other registered securities idepositories notice of such event, including second notices of iadvance refundings, not less than thirty ( 30) nor more than siixty (60) days prior to the redemption date. 4i. Notice of Partial Redemption. In the event of a redemption,; or any other early withdrawal, resulting in the retirement !of less than all Bonds of a series outstanding, the Issuer or Blond Registrar shall give MSTC and the other � 2 reqistered secu � ities depositories notice of such event, includinq secon notices of advance refundings, not less than thirty ( 30) nor more than sixty (60) days prior to the redemption date MSTC, the Issuer and the Bond Registrar shall cooperate� in determining the method of allocating the reduction among� beneficial owners . 5 . I�formation in Redemption Notices . All redemption noti�es to MSTC and other registered securities depositories shpuld contain the following: (a) CUSIP num- ber(s) ; (b) cer�ificate numbers and called amounts of each certificate for partial calls; (c) publication date; (d) redemption dat�; (e) redemption price; ( f) redemption agent name and addre�'s; (g) nominal date of original issue; (h) interest r te; (i) maturity date; and ( j ) any other descriptive in�ormation that accurately identifies the called Bonds . ; 6 . �iminQ and Addresses for Redemption Notices. All redemption notices (and, as to MSTC and Kray & Co. , other notices) to MS�C or Kray & Co. and the other registered secu- rities deposit�ries shall be forwarded by hand delivery (with � receipt) or Ex ress or Courier S,ervice or certified or regis- tered United S�ates mail at least two (2) days prior to the publication date (if published) to: � (i) Midwest Securities Trust Company � Capital Structures - Call Notification One Financial Place 440 South LaSalle Street Chicago, Illinois 60605 j , 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 j (iii)Pacific Securities Depository Trust Compan� Pacific and Company P.O. Box 7041 San Francisco, California 94120 ' FAX - (415) 393-4128 � � , 3 ; ' (iv) Philadelphia Depository Trust Company ' Reorganization Division ' 1900 Market Street Philadelphia, Pennsylvania 19103 Attention: Bond Department ', DEX - ( 215) 496-5058 The Issuer or $ond Registrar shall also send such redemption notices to onelor more information services of national recognition th t disseminate redemption information, such as J.J. Kenny or inancial Card Services . 7 . �nterest Payments . Interest payments shall contain the Bo�ds ' CUSIP numbers and be forwarded to MSTC or its nominee Kray & Co. (c/o P.O. Box 96625, Chicaqo IL 60693) , or its reqiste�ed assigns, in next day funds or its equivalent on each interest payment date no later than 12 :00 noon (Chicago, Illi�ois, time) . At the option of the Issuer, such interest payments may be made by wire transfer to: Continental Ilkinois National Bank and Trust Company of Chicago, for the credit of Midwest Securities Trust Company, Account No. 7552416, ABA No. 071000039 . Interest payments ' shall be made payable to the order of Kray & Co. The payment shall list each CUSIP number and the respective interest amount represe�ted by that payment. MSTC agrees that it will credit such pa�ments to the accounts of its Participants in accordance wit� its Rules and Procedures, as in effect from time to time. 8 . �rinci al and Premium Pa ents • Other Pa ees . MSTC understan s that, except as to partial prepayments of principal, prir�cipal and premium are payable upon surrender of the Bond certi$icates to the Bond Registrar. Payments of principal or p�temium shall contain each Bond' s CUSIP number and be wired o� otherwise forwarded to MSTC or its nominee Kray & Co. , or its registered assigns, in next day funds or its equivalentr on each payment date no later than 12:00 noon (Chicago, Illinois, time) . In the event that a payment reflects funds paid on more than one CUSIP number, the payment shall contain � reference to each CUSIP number represented by that payment. Principal payments shall be made payable to the order of Kray & Co. and be sent to: 'MIDWEST SECURITIES TRUST COMPANY 'ONE FINANCIAL PLACE '440 SOUTH LASALLE STREET 'CHICAGO, ILLINOIS 60605 IATTN: REORGANIZATION DEPARTMENT 'I . � ' 4 At the option ofl the Issuer, such payments of principal or premium may be �ade by wire transfer to: Federal Reserve Bank of Chicago, for the credit of Midwest Securities Trust Company, ABA No.; 071002299 . If Bond certificates are authenticated and delivered by the Issuer o� Bond Registrar other than to MSTC or its nominee Kray & Qo. , pursuant to the Resolution, any payment of principal or in�erest due MSTC or Kray & Co. shall be made to MSTC or its nominee Kray & Co. on the payment date and in immediately available funds if such other certificate holders are entitled to' receive payment of principal or interest in such funds . ' 9 . C�anqe of Payment Address; Notice of Nonpa_vment..: MSTC may reques!t payment of interest or principal or premium . to be made to a�other address or in another manner than as described in pa�raqraphs 7 and 8 hereof, and the Bond Registrar and Issuer shal�l cooperate with respect to such changes to the extent permittejd under the Resolution. If the Bond Registrar or Issuer shall�� be unable to make any interest or principal " amounts by the �payment date, the, Bond Registrar or Issuer shall so advis� MSTC by telex (Number 254236) no later than 4 :00 p.m. (Chic�ago, Illinois, time) on the day prior to the payment date. ��Such single notice shall be addressed to the following thre� officers : (i) Senior Vice President of Operations, ( ii) Manager of Bond Interest Department and (iii) Manager of Reo�ganization Department. 10. Addresses . MSTC may direct the Issuer or Bond Registrar to u�e any other address or department of MSTC as the address or� department to which notices may be sent. 11. ' New Certificates or �Notation Upon Partial Redemption. Iln the event a redemption or any other early withdrawal necjessitating a reduction in the aggregate princi- pal amount of �Bonds outstanding, MSTC, in its discretion, (a) may request th�e Issuer or Bond Registrar to issue and authen- ticate new Bor�d certificates, or (b) shall make an appropriate notation on th�e Bond certificates indicating the date and amounts of sudh reduction in principal, and may present the Bond certifica�tes to the Bond Registrar for execution of such notation. _ 12 . ! Another Depository or Replacement Bonds. The Resolution prqvides �hat in the event the Issuer determines that (a) MSTC ,' is incapable of discharging responsibilities _ , . 5 � i � described here'n and in the Resolution, or (b) it is in the best interest f the beneficial owners of the Bonds that they be able to obt in certificated Bonds, as more fully set forth in paragraph 6 of each Resolution, the Issuer or Bond Registrar may otify MSTC that it will arrange for another securities dep sitory to maintain custody of the certificates for the Bonds �r issue Bond certificates to each Bondholder, as appropriate� In the event that MSTC is no longer to serve as securities �iepository for the Bonds, MSTC, the Issuer and the Bond Regis�rar will cooperate with one another and others in taking apprdpriate action (i) to make available one or more separate certi�icates evidencing the Bonds to MSTC ' s Partici- pants having Bbnds credited to their MSTC accounts or ( ii) to arrange for an�ther securities depository to maintain custody of one or more , certificates evidencing the Bonds. 13 . MSTC Records of Ownership; Lists. MSTC shall maintain a rec rd of ownership that identifies its Partici- pants who are �wners of an interest in the Bonds and shall, upon request of the Issuer or Bond Registrar, furnish the Issuer or BondiRegistrar lists of the principal amount of Bonds held for '' the account of such Participants and the names ' and addresses c�f such Participan,ts to permit the Issuer or Bond Registrar �to ascertain the names and addresses of the beneficial own$rs of the Bonds and, if deemed appropriate, to send notices to such beneficial owners . The Issuer aqrees to pay all reason�►ble fees to MSTC for the provision of such lists . This s�ction is intended to enable the Issuer and Bond Registrar to identify and communicate directly with beneficial owners of the �onds and is not an implication that MSTC or Kray & Co. wou�d not forward notices in its ordinary course. 14 . ILists; Signatures; Etc . The Issuer hereby authorizes MST(� to provide the Bond Reqistrar with lists of the principal amount of Bonds held for the account of its Participants ar�d also authorizes the Bond Registrar to pro- vide MSTC with ',such signatures, signature specimens and autho- rizations to aqt as may be deemed necessary by MSTC to permit MSTC to discha�qe its obligations to its Participants and proper regulatclry authorities . This authorization, unless revoked by the ,Issuer, shall continue for the term of the Bonds, until ar�d unless the above-named Bond Registrar shall no longer be adting under the Resolution. In such event, the Issuer shall p�,ovide MSTC with similar evidence of the authorization df any successor Bond Registrar to so act. 15 . iBond Reqistrar and Issuer Not Responsible. Neither the Bor�d Registrar nor the Issuer, as issuer of the i _ � 6 Bonds, will be esponsible or liable for maintaining, super- vising or revie ing the records maintained by MSTC, its Par- ticipants or pe sons acting through such Participants; and the Issuer and Bond Registrar will have no responsibility or obligation to t e Participants or beneficial owners with respect to the onds so long as MSTC or a nominee of MSTC is the registered wner of the Bonds . 16 . otin . In the event that a vote of Bond- holders is to o cur, Bonds registered in the name of MSTC or its nominee may be voted in fractions representing portions of such Bonds in t e principal amount of $5,000, or any integral multiple thereo . 17 . �onds in Registered Form. The Issuer intends that the Bonds �ill at all times be obligations "in reqistered form" within the meaning of Section 149(a) of the Internal Revenue Code of 1986 . Consistent with the intent and notwith- standing the prbvisions in the previous paragraphs of this Letter Agreement, MSTC shall, pursuant to reasonable instruc- tions of the Is$uer and to the extent permitted by MSTC' s Rules, Bylaws a�d Procedures, and at the expense of the • Issuer, take su�h actions and assume such responsibilities not otherwise conte�plated by this Letter Agreement as required to assure that theiBonds be obligations "in reqistered form" within the mean�ng of said Section 149(a) . I . I , I � 7 . i ! Very truly yours, ITREASURER OF THE CITY OF I SAINT PAUL, MINNESOTA � (BOND REGISTRAR) I i By Gary Norstrem, Treasurer ' CITY OF SAINT PAUL, ' MINNESOTA ( ISSUER) I ; BY Mayor ; And By Directo= Department of Management and Finance , Services APPROVED AS TO FORM: • . By Assistant City Attorney ACCEPTED BY: � Midwest Secu�ities Trust Company BY= i Date• ' • � � Letter Agre�ment relating to certain general obligation bonds issued in 1989 . . i � 8 i � I I WHITE - C�TY CLERK COUI1C11 PINK - FINANCE 585T GITY OF SAINT PAUL — ` CANARV - DEPARTMEN7 �D BLUE - MAVOR File NO. Council Resolution J� r Presented By eferred To � Commi ttee: ate 1 — ��e' '�9 Ou o Committee By Date PROVIDIN FOR THE ACCEPTANCE OF BID O SALE OF APPROXIMAT Y $2,275,000 GENERAL OBLI ION CAPITAL I PROVEMENT EFUNDING BONDS, SERIES 198 E, AIITHORIZING TH AND PROVIDING FOR THEIR SUANCE HERE S, bids for the sale o approximately $2, 275, 000 General Obl gat ' on Capital Improveme Refunding Bonds, Series 1989E (t e "Bonds" ) , of the C ty of Saint Paul, Minnesota (th ' City" ) , are to be r ceived on February 13, 1989, and consi ered on February 1 , 1989, in accordance with Resolution o. 89- adopte by this Council on January 17, 1989 (the " e lution Callin the Sale" ) , and approved by the Mayor on Jan ary _, 198 ; and WHERE S, the City C arter requires that the Bonds be authorized b vote o fou members of this Council ; and WHERE S, it is sible that four members of this Council wi 1 not be p sent on February 14 , 1989 ; and WHERE S, to be t ac omplish the sale of the Bonds on February 14, 1989, a d stil authorize the Bonds by the votes of fo r memb rs of th Council, it is desirable that this resol tion e adopted i advance of the sale of the Bonds an tha the acceptan e of the best bid be delegated to an aut rized officer f the City, as permitted by Minnesota S atut s, Section 475. 6 Subdivision 3 ; and COUNCIL MEMBERS Requested by Department of: Yeas Nays Dimond Finance and Management Services I.ong In Favor � � coswitz Rettman s�he;t�� __ Against BY Sonnen Wilson Form Approved by City Attorney Adopted by Council: Date Certified Passed by Council Secre ary By � By - -� Approved by iNavor. Date �— Approve y Ma or mission to Council By —�- I � ��-�� WHE EAS, the City Council of the City has heretofore determin d th�t it is necessary and expedient to provide moneys fo a rossover refunding of all of the City' s callable General Ob ig�tion Capital Improvement Bonds, Series 1982 , dated March 1 1982 , issued in the original principal amount of $7 , 320, 00 � (the "Prior Bonds" ) , of which $2,2 , 000 matures on or after M rch 1 , 1991, and is callable on e earliest call date of rch 1, 1990; and wHEREA , refunding the callable P ior Bonds is consistent with c venants made with the ho ders thereof, and is necessary �nd d sirable for the reduct 'on of debt service cost to the City; a d WHEREAS, th City has reserv d the right to increase or decrease t�e amount of bonds issue for such purpose from the $2 , 275, 000 set fort in the Offi ial Terms of Offering, and it will b� necessary and expedi t for an authorized officer of the City to de ermine t amount of Bonds required to finance th� crossover r fundin of the callable Prior Bonds; and ' WHEREAS, the City h s heretofore issued registered obligations i� certificated fo m, and incurs substantial costs associated wi+th their printin nd issuance, and substantial continuing tr�ansaction costs e ting to their payment, transfer and 'exchange; and WHE�EAS, the Cit has de ermined that significant savings in tr�ansaction co ts will r sult from issuing bonds in "global book-�entry form" by which b nds are issued in certificated 'form in lar e denominati ns, registered on the books of the City in th name of a de sitory or its nominee, and held in s�afekeepin and immobilize by such depository, and such depository a part of the comp terized national securities cl�earance nd settlement syst (the "National System" ) regi'sters t ansfers of ownership 'nterests in the bonds by making com uterized book entries its own books and distributes p�aymen s on the bonds to its Pa ici-pants shown on its books 'as t owners of such interests; and such Participantsland ther banks, brokers and deal rs participating in the National System will do likewise (not as agents of the� C' y) if not the beneficial owners of the bonds; and , WHFR AS, "Participants " means those financial institutionslf r whom the Depository effects book-entry transfers anc� pledges of securities deposited and immobilized with the Depdsitory; and i � 2 � � ��-i�� WHEAEAS, Midwest Securities Trust Company, a limited purpose trust 'company organized under the laws of the State of Illinois, or any of its successors or successors to its functions ereunder (the "Depository" ) , will act as such depository wi�h respect to the Bonds except as set forth below, and here is before this Council a form of letter agreement (t � "Depository Letter Agreement" ) setting forth various matt s relating to the Depository d its role with respect to th Bonds; and WHE�tEA , the City will deliver e Bonds in the form , of one certif#.cat per maturity, each re esenting the entire principal amo�nt o the Bonds due on a p rticular maturity date (each a "Globa Certificate" ) , whi h single certificate per maturity m�ay be ansferred on the City' s bond register as required by the Unifo Commercial Co , but not exchanged for smaller denom�nations less the City determines to issue Replacement Bbnds as pro ided below; and WHE�tEAS, the Cit will b able to replace the Depository or, under certain circu tances to abandon the "global book-�entry form" by rmi ting the Global Certificates to be exchang�ed for smaller d o inations typical of ordinary bonds registe!red on the City' s nd register; and "Replacement Bonds " means 'the certificates r resenting the Bonds so authenticatec�' and delivered by t Bond Registrar pursuant to paragraphs 6 �and 12 hereof; a WHFREAS, "Holder" s used erein means the person in whose name a �Bond is regist red on t registration books of the City maintained by the ity Treas er or a successor registrar appointed as pro ided in para raph 8 (the "Bond Registrar" ) : ' NOW, THEREFOR , BE IT RESOLVED b the Council of the City of Saint Paul, Min esota, as follows: 1 . � Acce ta e of Bid. Notwithstanding that the Resolution C�lling th Sale contemplated that this Council might accept' the bid on the sale of the Bonds, the bids to purchase the! General Obligation Capital Improvement Refunding Bonds, Serie� 1989E of the City (the "Bonds " , or individually a "Bond" ) , o�fered n the aggregate principal amount of $2 , 275,000 subject to change, all in accordance with the Official Ter;ns of ffering for the bond sale, shall be reviewed by �the Di ector, Department of Finance and Management Services (or, if he is absent or unavailable or disabled, the I I 3 � ', ��--�� , Treasurer or �udget Director or Mayor or any other officer of the City apprC�v d by the City Attorney) . Such officer may reject all bi s f deemed advisable after consultation with the City' s fi anc ' al consultant. If all bids are not rejected, suc of 'cer shall find, determine and declare which bid is the mo�t fa rable bid received, determine the principal amo nt of the Bonds, and ac ept such bid for the appropriate p�incipa amount of the B nds and at the appropriate pv�rchase rice, and awar the Bonds to such bidder ( the "Purchas�r" ) . T principal a ount of the Bonds shall be $2 , 275, 000 or , such amo nt ( 1 ) whic is closest to $2 ,275, 000, ( 2 ) which is �n integra multiple f $5, 000 between $2 , 250, 000 and $2 , 300, OOd (both in lusive) a d ( 3) which, at the adjusted purchase pric� and the i terest ates bid by the Purchaser, accomplishes he crossove refu ding of the Refunded Bonds and pays all cost of issuing the nds with the smallest contribution f other appr pri ted moneys by the City. In accepting suc bid, such o i er shall ( 1) determine the principal amo nt of the Bon , ( 2 ) if the principal amount of the Bonds is etermined to something other than $2 , 275,000, set the purch se price for h Bonds as that amount which bears the sam ratio to th p chase price set forth in such bid as the ad �usted princ ' pal ount bears to $2 , 275 , 000, plus interest accr ed to sett ment, ( 3) set the interest rates on the Bonds (to be those i terest ates set forth in such bid) , ( 4 ) determine the amoun of the a propriation, if any, contemplated y paragr h 20, and 5) determine the reduction in debt servi e cost t the City, e savings from the refunding, an the pr sent value of such savings . The Director, Dep rtment of Finance and anagement Services, or his designee, '';is dir cted to retain t e deposit of the Purchaser and�to fo thwith return to he unsuccessful bidders their good fa' th c ecks or drafts . 2 . Tit e• Ori inal Issue Dat • Denominations • Maturities . he Bonds shall be titled " eneral Obligation Capital Improv�e nt Refunding Bonds, Seri s 1989E" , shall be dated March l,l 989, as the date of origin 1 issue and shall be issued fort ith on or after such date fully registered bonds . The B ds shall be numbered from R- upward. Global Certificates hall each be in the denominati of the entire principal am �nt maturing on a single date. eplacement Bonds, if is wed as provided in paragraph 6, s 11 be in the denominatio f $5, 000 each or in any integral ltiple thereof of �Single maturity. $1, 100,000 of the principal amount of he �,Bonds shall mature on March 1, 1991, and the balance of the aggregate principal amount of the Bonds shall mature on Marc�lh 1, 1992 . I 4 �, i ��,��o 3 . �Purpose; Refunding Findinqs . The Bonds ( together wi• l� other available funds, if any, to be appropri- ated) shall sovide funds for a crossover refunding of all of the City' s ca lable Prior Bonds (which callable Prior Bonds are hereinaft� collectively referred to as the "Refunded Bonds " ) . It is hereby found, determined and declared that such refunding i pursuant to Minnesota Statutes, Section 475 . 67 , Subdivis on 13, and shall npt be undertaken unless it results in a �edu tion of debt service cost to the City. The officer accepting he bid on the s le of the Bonds as provided in paragraph '1 of is resolution shall determine the fact and amount of sucn redu tion. 4 . Intere t. The Bo ds shall bear interest payable semiannually on March 1 and Se tember 1 of each year (each, an "Interest Payment D te" ) , ommencing September 1, 1989 , calculated orY the basi of a 360-day year of twelve 30-day months, at the respecti e r es per annum determined for each of the maturi;ty years in t manner, and by the officer, provided in paragraph 1 o this resolution. 5 . ; Descri tio f the Global Certificates and Global Book- ntr S ste . on their original issuance the Bonds will b issued in the orm of a single Global Certifi- cate for eacl� maturity depos ted with the Depository by the Purchaser an�i immobil ' ed as p ovided in paragraph 6 . No beneficial oVvners of nterests ' n the Bonds will receive certificates; represe ting their espective interests in the Bonds except� as pro ided in para aph 6 . Except as so provided, du�ing t term of the nds, beneficial ownership (and subsequ�ent tr nsfers of benef cial ownership) of interests in� the lobal Certificate will be reflected by book entries made� on e records of the D pository and its Participants'I and other banks, brokers and deal,ers participat- ing in the l�ati nal System. The Depos ' tory' s book entries of beneficial dwn ship interests are auth rized to be in incre- ments of $5„00 of principal of the Bon , but not smaller increments, !d spite the larger authorize denominations of the Global Cert� icates . Payment of principal of, premium, if any, and inti rest on the Global Certificate will be made to the Bond Re istrar as paying agent, and in t rn by the Bond Registrar the Depository or its nominee as egistered owner of the Glo �1 Certificates, and the Depository ccording to the laws n41 rules governing it will receive an forward payments n� behalf of the beneficial owners of th Global Certificates . I I I i i 5 ; �"�r-%�� Pay�ent of principal of, premium, if any, and interest on a ,Global Certificate may in t e City' s discretion be made by su�h other method of transferr ng funds as may be requested by �he Holder of a Global Cert ficate. � Immobilization of Global ertificates b the De ositor • •S�ccessor De ositor • Re cement Bonds . Pursuant to the reque � of the Purchaser to th Depository, which request is re uired by the Official erms of Offering, immediately u n the original deliv ey of the Bonds the Purchaser wil� eposit the Global rtificates representing all of the Bond with the Deposit y. The Global Certificates shall be in t�pe ritten form or o herwise as acceptable to the Depository, s�all be registered ' n the name of the Depository or its nominee and shall be hel immobilized from circulation at the offices of t e Deposito on behalf of the Purchaser and subsequen�t bond wners . T Depository or its nominee will be the sole hiolder o record i the Global Certificates and no investor or o�ther par y purc asing, selling or otherwise transferring �Ownership of i erests in any Bond is to receive, hold or deli�rer any bon ce tificates so long as the Depository halds the Gl a Certificates immobilized from circulation, !except as p ided below in this paragraph and in paragraph 12 .I Cer�tificates vid ncing the Bonds may not after their origina�l deliver be t ansferred or exchanged except: i) Upon registra ion of transfer of ownership of a Globa� Certif ' ate, as p ovided in paragraph 12 , ( �i) To any successor of the Depository (or its nominee or a substitute de ository (a substitute deposit ry" ) esignated pursua t to clause ( iii) of this subpara raph, provided that any uccessor of the Deposit�ry o any substitute dep itory must be both a "clearing c rporation" as defined ' n the Minnesota UniformjCo ercial Code at Minneso Statutes , Section 33 . 5-102 , and a qualified a d registered "clearing gency" as provided in Sect'on 17A of the Securit'ie Exchange Act of 1934, as am nded, ( iii ) To a substitute depository d ignated by and accept le to the City upon (a) the determ' nation by the Deposi ry that the Bonds shall no longer b eligible for its de sitory services or (b) a determinatio� by the City t at the Depository is no longer able to carry out its fu ctions, provided that any substitute depository I �I 6 � �� must be � qualified to act as such, as provided in clause ( ii) ofithis subparagraph, or ( �v) To those persons to whom transfer is reques �d in written transfer i structions in the event that: , (a) the Depository s all resign or discontinue it� s rvices for the Bond and the City is unable to locate a substitute depos tory within two ( 2 ) months fo�llowi g the resignatio or determination of non- el�igibi ity, or (b) upon a deter ination by the City in its so;le disc tion that ( ) the continuation of the book-entry ystem des ribed herein, which precludes the issuanc of cert' ficates (other than Global Certificates to any Holder other than the D�pository (o its ominee) , might adversely affect tl�e interest o th beneficial owners of the Bonds, o� ( 2 ) that it ' s n the best interest of the bdneficial owne of the Bonds that they be able to ol�tain certifica d bonds, � in eitY�er of which e en the City shall notify Holders of itsjdeterminatio and i the availability of certif�cates (the " eplac ent Bonds " ) to Holders request�ing the sam and th registration, transfer and exchanc�e of such B nds will be conducted as provided in paragr�phs 9B and 12 hereof . I#� the even of a success 'on of the Depository as may be auth�rized by this paragraph, the Bond Registrar upon presentatiot� of Glo al Certificates s all register their transfer to'' the sub titute or successo depositories , and the substitute or succ ssor depository shal be treated as the Depository �or al purposes and function under this resolution. � The epository Letter Agreem nt shall not apply to a substiltute successor depository un ess the City and the substitµte o successor depository so a ee, and a similar agreement m�ay b entered into. 71. o Redem tion. The Bonds shall n be subject to redempti�on nd prepayment prior to their maturity. 8'. Bond Registrar. The Treasurer of the City is appointed t act as bond registrar and transfer agent with respect to 'the Bonds (the "Bond Registrar" ) , and shall do so � � � , � ��- i� unless and unt;il a successor Bond Registrar is duly appointed. A suc essor Bond Registrar shall be an officer of the City or a bank or trust company eligible for designation as bond registr r purst�ant to Minnesota Statutes, Chapt 475, and may be appoi ted pursuant to any contract the City and such successor ond' Registrar shall execute which s consistent herewith. he�, Bond Registrar shall also ser e as paying agent unless and til a successor paying agent ' duly appointed. Principal an interest on the Bonds shall e paid to the Holders (or re� ord holders) of the Bonds n the manner set forth in the f''o s of Bond and paragrap 14 of this resolution. 9 . IForms f Bond. The Bo s to be issued hereunder shall be in thie form f Global Certi icates unless and until Replacement Bdnds are ade availabl as provided in paragraph 6 . 'Each form f bond ma contain such additional or different terms and provi ions as to the form of payment, record date, notices and o her m tters as are consistent with the Depositor�! Letter Agree ent and approved by the City Attorney. A. �Global Certific t s . The Global Certificates, together withithe Certificat of Registration, the form of Assignment anql the registra ion i formation thereon, shall be in substantially the follo ing for and may be typewritten rather than printed: � � i � � � � � 8 � � • � � ��- �� I UNITED STATES OF AMERICA � STATE OF MINNESOTA RAMSEY COUNTY '� CITY OF SAINT PAUL R- � $ GENERAL OBLIGATION CAPITAL IMPR EMENT , REFUNDING BOND, SERIES 19 E INTEREST MATURITY D E OF RATE DATE ORIG NAL ISSUE CUSIP , March 1, 199_ Ma ch 1, 1989 � REGISTERED OWPpER: PRINCIPAL AMOLJNT: DOLLARS KNOW ALL PERSO BY TH E PRESENTS that the City of Saint Paul, R�msey County, Minne ota (the "Issuer" or "City" ) , certifies that it is indebt d a d for value received promises to pay to the registered own r specified above or on the certificate o� registration b ow, or registered assigns , without option of prepayment, i the manner hereinafter set forth, the principal amount pec ' fied above, on the maturity date specified above, and t pay terest thereon semiannually on March 1 and September 1 f each ear (each, an "Interest Payment Date" � , commencing September 1, 1989 , at the rate per annum specified above (ca culated on e basis of a 360-day year of twelve 30-day mo hs) until the rincipal sum is paid or has been p�ovided for This Bond wil bear interest from the most recent Interes Payment Date to w ich interest has been paid or, iif no in rest has been paid, rom the date of original issue hereof . The principal of and remium, if any, on this Bond re paya le by check or draft in xt day funds or its equiva�ent (o by wire transfer in immedi tely available fun�s if p yment in such form is necessary to meet the timing re uirem nts below) upon presentation and surrender hereof at the' prin ipal office of the Treasurer of the Issuer in Saint Paul', Mi esota (the "Bond Registrar" ) , acting as paying agent, or ny successor paying agent duly appointed by the Issuer. Int rest on this Bond will be paid on each Interest Paymient Date by check or draft in next day funds or its equivalent mailed (or by wire transfer in immediately ' , 9 I ; ��i� � available fund$ if payment in such form is necessary meet the timinq req�iirements below) to the person in whos name this Bond is r�gistered (the "Holder" or "Bondholde ' ) on the registra ion b�oks of the Issuer maintained by the ond Registra and �t the address appearing thereon at he close of business n the fifteenth calendar day preceding such Interest Payment Da e (�he "Regular Record Date" ) . Inte est payments shall be r ceived by the Holder no later than :00 noon, Chicago, Il inois, time; and principal and pr ium payments shall be rec ived by the Holder no later tha 12 :00 noon, Chicago, Illi ois, time, if the Bond is sur endered for payment enoug in advance to permit paymen to be made by such time. Any int rest not so timely paid sh 1 cease to be payable to the erson who is the Holder reof as of the Regular Record te, and shall be payab to the person who is the Holder hereo at the close of busi ss on a date (the "Special Record D te" } fixed by the B d Registrar whenever money becomes vai ble for payment o the defaulted interest. Notice of the peci 1 Record Date sh 11 be given to Bondholders no less than ten clays rior to the Special Record Date. The pri cipal f and premiu , if any, and interest on this Bond are ayable ' n lawful m ney of the United States of America. , � Datelof Pa ent Not B siness Da . If the date for payment of the principal , p emium, if any, or interest on this Bond shall be a Satur y Sunday, legal holiday or a day on which bankir�g institutio in the City of Chicago, Illinois, or the city where e principal office of the Bond Registrar is located are a h ized by law or executive order to close, then the date fo su payment shall be the next succeeding day which is n t a S turday, Sunday, legal holiday or a day on which such b nking i titutions are authorized to close, and payment on s h date s 11 have the same force and effect as if m�de on t nominal da e of payment. No R dem ti n. The Bonds o this issue are not subject to red�mptio and prepayment p ior to their maturity. Issulnce• Pur ose• General Obl ation. This Bond is one of an issu i the total principal am unt of $2 , ,000, all of like da�e f original issue and ten , except as to number, maturi , interest rate and denomin ion, which Bond has been issuetl pursuant to and in full confo mity with the Constitution and laws of the State of Minnesot 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, together with any 10 . ��v�-� contribution o� the Issuer, funds sufficient for a cros ver refunding on their earliest call date of the callable maturities of �he Issuer' s General Obligation Capita Improvem nt Bor�ds, Series 1982 . This Bond is payab e out of the Escr Accqunt of the Issuer' s General Obligat ' on Capital Improveme t 1989 Refunding Bonds Account as to in erest through a d in�luding March 1, 1990, and thereaf er out of the General De t Service Fund of the Issuer. This ond constitute a c�eneral obligation of the Issuer and to provide moneys for helprompt and full payment of its principal, premium, if n�, and interest when the same ecome due, the full faith a 'credit and taxing powers of he Issuer have been and are ereby irrevocably pledged. Deno�'nations • Exchan e• Reso tion. The Bonds are issuable origina ly only as Global Cer ficates in the denomination of t e entire principal ount of the issue maturing on a sin e date. Global C tificates are not exchangeable for f lly registered b ds of smaller denominations excep in exchange f Replacement Bonds if then available. Replacem nt Bonds , if ade available as provided below, are issuable s lely as fu y registered Bonds in the denominations of $5, 0 and inte ral multiples thereof of a single maturit� and ar exchang able for fully registered Bonds of other 'authoriz d deno inations in equal aggregate principal amou�ts at the rin ipal office of the Bond Registrar, but '�,only in th m nner and subject to the limitations pr�vided in th esolution. Reference is hereby made to the Re�olution for description of the rights and duties of the �ond Registr Copies of the Resolution are on file in the pr�.ncipal off ce. f the Bond Registrar. Re l�cement B nds . placement Bonds may be issued by the Issuer in the e nt that. (a) the De ository sha resign or discontinue its services for th Bonds, and o y if the Issuer is unable to locate a su stitute deposit y within two ( 2 ) months following the resignation or det rmination of non- eligibility, or (b) on a determination by t e Issuer in its sole discretio that ( 1 ) the continuation of the book-entry system �cribed in the Resolution, w 'ch precludes the issuance ' f certificates (other than Global Certificates ) to any Ho der other than the Depository (or its nominee) , might adv rsely affect the interest of the beneficial owners of the Bonds, or ( 2 ) that it is in the best 11 �-��d interest of the beneficial owners of the Bonds that they be able to obtain certificated bonds . Transfer. This Bond shall be registered in the name of the payee on the books of the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his , he ' or its name and note the date of re istration opposit ' the name of the payee in the certi icate of registra ion attached hereto. Thereafter is Bond may be transfer� by delivery with an assignmen duly executed by the Hold�r r his, her or its legal repr entatives , and the Issuer and nd Registrar may treat the older as the person exclusive',ly titled to exercise all t rights and powers of an owner unti this Bond is presented ith such assignment for registrat�on o transfer, accompanied by assurance of the nature prpvided y law that the assi nment is genuine and effective, and u il such transfer ' s registered on said books and noted 'hereon b the Bond Regis rar, all subject to the terms and 'condition provided in e Resolution and to reasonable' regulatio s of the Is er contained in any agreement tvith, or no 'ce to, t Bond Registrar. Transfer of this Bond �ay, at the 'rectio and expense of the Issuer, be subject to' certain other restr ctions if required to qualify this Bond �s being "in re ' st red form" within the meaning of Section 145 (a) of the fede Internal Revenue Code of 1986 , as amended.' F�es u on Trans r o Loss . The Bond Registrar may require payment of a sum uffici nt to cover any tax or other governmenta� charge paya le in co nection with the transfer or exchange of ',this Bond a d any lega or unusual costs regarding transfers arld lost Bon s . Tr'eatment Re istered Owne . The Issuer and Bond Registrar may treat he person in whose name this Bond is registered a� the o ner hereof for the p pose of receiving payment as h�rein rovided (except as othe ise provided with respect to the Re rd Date) and for all oth r purposes, whether or not th s Bond shall be overdue, a neither the Issuer nor the B nd Registrar shall be affecte by notice to the contrary.', Aut ntication. This Bond shall not be lid or become obliga ry for any purpose or be entitled to any security unle s the Certificate of Authentication hereon shall have been ex �uted by the Bond Registrar. 12 ��d Not Q�ualified Tax-Exempt Obligations . The Bonds have not been d�signated by the Issuer as "qualified tax-exempt oblilgations " for purposes of Section 265 (b) ( 3) of the federal Int;ernal Revenue Code of 1986 , as amended. IT I� HEREBY CERTIFIED AND RECIT D that all acts, condition and �things required by the Cons itution and laws of the State f M�.nnesota and the Charter of he Issuer to be done, to ha per� and to be performed, pre dent to and in the issuance of his Bond, have been done, ve happened and have been performe y in regular and due for , time and manner as required by la , and this Bond, toget r with all other debts of the Issuer o tstanding on the dat of original issue hereof and on the date f its issuance and elivery to the original purchaser, doe's n t exceed any cons itutional or statutory or Charter limitation of indebtedness . II � � � 13 ��'9��o , IN 'WITNESS WHEREOF, the City of Saint Paul, Ramsey County, Minnesota, by its City Council has caused this Bond to be sealed with its official seal and to be execu ed on its behalf by the photocopied facsimile signature o its Mayor, atte ed by t;he photocopied facsimile signatur of its City Clerk, nd coluntersigned by the photocopied csimile signatur of ,its Director, Department of Fi nce and Management Services . Date of Regis ation: Registrable Y� Payable at: I BOND REGISTR.AR' S CITY 0 SAINT PAUL, CERTIFICATE OF RAMSE COUNTY, MINNESOTA AUTHENTICATIOI� This Bond is Wne of the Bonds describ�d in the Resolution mer�tioned yor within. Attes • City Cler Bond Registrar � BY Countersigned: Authorized S ' gnatu e Director, Department f Finance and Management Service (SEAL) ' General Obl 'ga�ion Capital Improvement Refunding Bond, Series 1989E, No. - —t–' �I 14 I _ i �C�7" �°�� ' I CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amo nt of the attached Bondlmay be made only by the registe ed owner or his, her or its legal representative last noted b low. DATE 0 SIGNATURE OF REGISTR.A ON � REGISTERED OWNER BOND REGISTR.AR � � I ; I 15 I - I' �F ��%�o I ABBREVI ATIONS � The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written �ut in full according to applicable laws or regulations : TEN COM - as t�enants in common TEN ENT - as nants by the entireties JT TEN - as jai t tenants with right o survivorship and not as tenants in common UTMA - as custodian for (Cust') (Minor) under the Uniform tate) , T ansfers to nors Act Addi�tional ab revia ions may also be used ' though n t i the above list. � i �, � 16 I , �� ' ASSIGNMENT For !value received, the undersigned hereby sells, assigns and transfers unto hereby irrevocably constitute and appointthin Bond and does attorney to transfer the Bond on the books kept for the registration t'hereof, with full power of subst ' ution in the premises . Dated: � Notice: The a signor ' s signature to I this assignment must cor espond with the name as I it ppears upon the face of � t within Bond in every p rticular, without lteration or any change whatever. Signature Guar�nteed: Signature(s ) must be guarante d by a national bank or trust company or by � brokerage fi m havi a membership in one of the major stock exchanges . The Bond Registr r will not e fect transfer of this Bond unless th ' informati n concerning t e transferee requested belo� is provi ed. Name and Addre�s : ( I clude information for all joi t owners f the Bond is held by joint acc nt. ) � � � '' 17 I ,I , �' ��b �i B. �teplacement Bonds . If the City has otified Holders that R placement Bonds have been made av lable as prov' ded in paragraph 6 , then for every Bond th eafter trans erred or exchanged ( including an exchang to reflect the partia prepay�jnent of a Global Certificate no previously exchang for l�eplacement Bonds) the Bond Re istrar shall deliver a certificate in the form of the Re lacement Bond rather tha the Global Certificate, but th Holder of a Global Certificate hdll not otherwise be requir d to exchange the Global Certi '�ate for one or more Repla ement Bonds since the City recognize that some bondholders m prefer the convenience of , e Depository' s regist ed ownership of the Bonds even though the entire issue is o longer required to be in global book�-ent form. The Repla ement Bonds, together with the Bond Regist ar ' s Certificat of Authentication, the � form of Assigr►�ent an the registra ion �nformation thereon, shall be in sul�stantia y the foll ing form: �� I , � �I I I I 18 I � ��e��4 , UNITED STATES OF AMERICA ', STATE OF MINNESOTA RAMSEY COUNTY ' CITY OF SAINT PAUL R- ' S I NERAL OBLIGATION CAPITAL I ROVEMENT REFUNDING BOND, SERIES 1989E INTEREST MATURITY D TE OF RATE I DATE ORI INAL ISSUE CUSIP M rch 1, 1989 I REGISTERED QWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS Y HESE PRESENTS that the City of Saint Paul, Ramsey County, ' nesota (the "Issuer" or "City" ) , certifies t�at it is indebte and for value received promises to pay to the registered ow specified above, or registered assigns, wiGhout option of rep yment, in the manner hereinafter' set forth, the princ ' al amount specified above, on the matur�ty date spec ' fied ab ve, and to pay interest thereon sem.�annually on rch 1 an September 1 of each year (each, an "Interest Paym nt Date" ) , ommencing September 1, 1989 , at th� rate per a num specifie above (calculated on the basis of a 360-day yea of twelve 30-d months ) until the principal sum is paid r has been provi d for. This Bond will bear imterest fr m the most recent I terest Payment Date to which interest ha been paid or, if no terest has been paid, from �he date f original issue hereo The principal of and premium, if ny, on this Bond are paya le upon presentation and s rrender hereof at the principal office of , in , (the "Bond Registrar" ) , acting as p�ying agent, or any successor paying agent duly appointed b�Y th Issuer. Interest on this Bond will be paid on each Intere t Payment Date by check or draft mailed to the person in whos name this Bond is registered ( the "Holder" or "Bondholder" ) on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing I , 19 I�� L� thereon at th� close of business on the fiftee h calendar day preceding sucM Interest Payment Date (the "Re lar Record Date" ) . Any �nterest not so timely paid sha cease to be paya le to the person who is the Holder her f as of the Regul r Recorc� Date, and shall be payable the person who is the Ho der he�reof at the close of busines on a date ( the "Specia Reco�d Date" ) fixed by the Bond egistrar whenever money be mes � available for payment of t e defaulted interest. Notice of he Special Record Date shall be given to Bondholders nmt less than ten days pri r to the Special Record Date. The p �ncipal of and premium, ' f any, and interest on this Bond are� ayable in lawful mone of the United States of America. , REF�RE E IS HEREBY MADE 0 THE FURTHER PROVISIONS OF THIS BOND �ET F RTH ON THE REV SE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPO ES HAVE THE S E EFFECT AS IF SET FORTH HERE . IT 'IS HEREBY CERTIFI AND RECITED that all acts , conditions an�d things r quired by the Constitution and laws of the State of Minnesota a d th Charter of the Issuer to be done, to happ�en and to be e ormed, precedent to and in the issuance of t�his Bond, hav een done, have happened and have been perform�d, in regular d due form, time and manner as required by ]�aw, and this , together with all other debts of the Issue� outstanding n e date of original issue hereof and on the da�te of its is uance and delivery to the original purchaser, does not exce any c nstitutional or statutory or Charter limi�ation of in ebtednes . IN 'WITNESS W REOF, the Ci y of Saint Paul, Ramsey County, Minn$sota, by ' ts City Counci has caused this Bond to be sealed wi�h its of icial seal or a acsimile thereof and to be executed on its be alf by the origin or facsimile signature of ' its May r, attested by the iginal or facsimile signature of its Cit Clerk, and countersi ned by the original or facsimile signat re of its Director, Dep rtment of Finance and Managememt Servi ces . I I I � ; � i 20 ��'-��o Date of Registration: Registrable by: _ Payable at: BOND RE STRAR' S CITY OF SAINT P UL, CERTIFICA E OF RAMSEY COUNTY, MINNESOTA AUTHENTICA ION This Bond i ane of the Bonds descri d in the Resolution me ioned Mayor within. Attest: , City lerk Bond Registrar By Co ntersigned: Authorized Signa.ture Director, Department of Finance nd Management Services (SE�) f � 21 (,�,�-�9 i� ON REVERSE OF BOND Date of Payment Not Business Day. If he date for payme t of the principal of, premium, if any, o interest on this B d shall be a Saturday, Sunday, legal liday or a day on which banku.ng institutions in the City of hicago, Illinois, or the city where the principal o ice of the Bond Registrar i located are authorized by law r executive order to close, t n the date for such payment s all be the next succeeding d ' which is not a Saturday, S nday, legal holiday or a day on w'h'ch such banking instituti ns are authorized to close, and pa nt on such date shall h ve the same force and effect as if �na on the nominal date f payment. No �Redem tion. The Bonds this issue are not subject to redempti n and prepayment prior to their maturity. Issuance• P r ose• Gener 1 Obli ation. This Bond is one of an issue in the total prin ipal amount of $2 , , 000, all of like c�ate of ori inal iss and tenor, except as to number, matu�f ity, intere t rate nd denomination, which Bond has been issu�ed pursuant o and in full conformity with the Constitution �and laws of t e S ate of Minnesota and the Charter of tHe Issuer, and u suant to a resolution adopted by the City Council of the Issu on February _, 1989 ( the "Resolution" )� , for the purpo of providing, together with any contribution of the Issuer, fu ds sufficient for a crossover refunding on 'their earlies cal date of the callable maturities o� the Issuer' s Gene 1 Obligation Capital Improvement �onds, Series 1982 . his Bond is payable out of the Escrow A�count of th Issuer' s General Obligation Capital Improvement �989 Refund' g Bonds Ac ount as to interest through and including rch 1, 1990, and thereafter out of the General Debt ' Service F nd of the Issu r. This Bond constitutes � general bligation of th Issuer, and to provide moneys for tlne prompt and full payment f its principal, premium, if �ny, and interest when the s e become due, the full faith a�d cred' and taxing powers o the Issuer have been and are; hereby irrevocably pledged. Denomin tions • Exchan e• Resolutio . The Bonds are issuable solely fully registered Bonds in e denominations of $5, 000 an¢ in egral multiples thereof of a single maturity and are exchang able for fully registered Bonds of other authorized den inations in _equal aggregate principal amounts at the princ!ipal office of the Bond Registrar, but only in the manner and siubject to the limitations provided in the , ;� 22 ��'�-/� Resolution. Reference is hereby made to the Resolut on for a description of the rights and duties of the Bond R istrar. Copies of the Resolution are on file in the princ ' al office of t Bond Reigistrar. Tran�fer. This Bond is transferable by the Holder in person or b�y his, her or its attorney dul authorized in writing at thelprincipal office of the Bond egistrar upon presentatio a�nd surrender hereof to the B d Registrar, all subject to t I� terms and conditions provi d in the Resolution and to reason le regulations of the Iss r contained in any agreement with' he Bond Registrar. Ther upon the Issuer shall execute and the ond Registrar shall au henticate and deliver, in exchange for t is Bond, one or more new fully registered Bonds in the name f the transferee ( ut not registered in blank or to "bearer" or similar desi nation) , of an authorized denomination or deno inations, in a regate principal amount equal to the principa amount of t s Bond, of the same maturity and bearing i terest at t e same rate. Whenever ownership of this Bond hould be ransferred under any other circumstances or be regi tered i nominee name only, the registered own�er of the B nd sh 1, if and to the extent required to qu�alify this B nd being "in registered form" within the meaning of Secti n 49 (a) of the federal Internal Revenue Code of 1986, as ame ed, and at the direction and expense of the' Issuer, maint ' n for the Issuer a record of the actual owner o'f the Bonds . Fees' u on Trans r or oss . The Bond Registrar may require payme�t of a sum ufficie t to cover any tax or other governmental clharge paya le in con ection with the transfer or exchange of this Bond a d any legal or unusual costs regarding transfers and lost Bon s . Treatment o Re istered Owne . The Issuer and Bond Registrar may treat he person in whose name this Bond is registered as the o ner hereof for the p pose of receiving paymerit as herein rovided (except as oth ise provided on the reverse side reof with respect to th Record Date) and for all other pu oses, whether or not this ond shall be overdue, and nei her the Issuer nor the Bond egistrar shall be affected by otice to the contrary. Aut ntication. This Bond shall not be valid or become obliga �ory for any purpose or be entitled to any security unlesis the Certificate of Authentication hereon shall have been exeGUted by the Bond Registrar. �li I 23 i ��/� � Not ualified Tax-Exem t Obli ations . The Bonds have not bee designated by the Issuer as "q lified tax-exempt o�ligations " for purposes of Sec ion 265 (b) ( 3 ) of the f eral Znternal Revenue Code of 1986 , as amended. II ABBREVIATION The foll:o ' ng abbreviations, w en used in the inscription on the face of is Bond, shall be construed as though they were written '�out ' n full accordin to applicable laws or regulations : TEN COM - as 'tenants in common - TEN ENT - as tenants the en ireties JT TEN - as j'�oint tena ts wit right of survivorship and 'not as ten ts ' n common UTMA - � as cu to ian for (Cus�,t) (Minor) under t Uniform (State) ' Trans rs o Minors Act Additional breviati ns may also be used j thoug not in th above list. i I I I �� I , 24 I ��.��a � ASSIGNMENT For value received, the undersigned he eby sells , assigns and trsnsfers unto the within ond and does hereby ' rrevoc�bly constitute and appoint attorney to transfer the Bond on the books pt for the registrat on thereof, with full power of s stitution in the premises . Dated: ' Notice. The assignor' s si nature to this assignment must orrespond with the name as it appears u on the face of the within ' ond in every rticular, without a teration or ny change whatever. Signature Guar�nteed: Signature( s) must be guaran ed by a national bank or trust company or by � brokerage r having a membership in one of the major stoc�C exchanges . The Bond Registrar will ot effe t transfer of this Bond unless the information oncerning he transferee requested below is provided. : Name and Address : ' ( Include information for 11 joint owners �, if the Bond is held by joi t account. ) I I 25 �I (��-�� i 10 �1 Execution. The Bonds shall be exec ed on behalf of th� City by the signatures of its Mayor City Clerk and Director,' Department of Finance and Managem t Services , each ith the effect noted on the forms of the onds , and be seale with the seal of the City; provided, h ever, that the seal o the City may be a printed or photoco ied facsimile; provide further that any of such signature may be printed or photocopi d �acsimiles and the corporate s al may be omitted on the Bon s as permitted by law. In the event of disability or resignat n or other absence of any s ch officer, the Bonds may be signe by the manual or facsimil signature of that officer who ma act on behalf of such sent or disabled officer. In ca e any such officer wh e signature or facsimile of who e signature shall ap ear on the Bonds shall cease to be such fficer before the elivery of the Bonds, such signature or acsimile shall n vertheless be valid and sufficient for all urposes, the s e as if he or she had remained in office u til delivery. 11 .'� Authenti ation• D te of Re istration. No Bond shall be valld or oblig ory fo any purpose or be entitled to any securityl,or benefit der is resolution unless a Certificate csf Authentica 'on n such Bond, substantially in the form hereinabove set f t , shall have been duly executed by an authorized representa 've of the Bond Registrar. Certificates 'of Authenticat' on different Bonds need not be signed by the same person. Th Bond Registrar shall authenticate the signature of fficers of the City on each Bond by execution of the ertifi ate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on wh' h the Bon is authenticated. For purposes of delivering he original Global Certificates to the Purchaser, the Bond Re istrar shall 'nsert as the date of registration the date of original iss e, which date is March 1, 1989 . The rtificate of Aut entication so executed on each Bond shall b conclusive eviden e that it has been authenticated and d livered under this r solution. 12 .', Re stration• Transfer• Exc an e. The City will cause tc� be ept at the principal offi of the Bond Registrar a Nond register in which, subject t such reasonable regulations als e Bond Registrar may prescrib , the Bond Registrar sha�ll provide for the registration of Bonds and the registration ',o transfers of Bonds entitled to be registered or transferred as herein provided. A Global Certificate shall be registered in the name of the payee on the books of the Bond Registrar by presenting 26 'i , �� the Global Ce�rtificate for registration to the Bond Registrar, who will endo'rse his or her name and note the date of registration 'opposite the name of the payee in the ertificate of reg' stratiion on the Global Certificate. Therea er a Global rtif!icate may be transferred by delivery ith an assignme duly executed by the Holder or his , h or its legal repr sentative, and the City and Bond Reg' strar may treat the H lder as the person exclusively ent ' tled to exercise all the rights and powers of an owne until a Global Certificate i presented with such assignmen for registration of transfer, � ompanied by assurance of th nature provided by law that the ssignment is genuine and ffective, and until such transfer' is egistered on said books and noted thereon by the Bond Regi�tra all subject to the t rms and conditions provided in the Re olution and to reaso able regulations of the City cont�ined any agreement wi , or notice to, the Bond Registrat. Tramsfer of Global Certi icate may, at the direction and �expense o the City, e subject to other restrictions if required to qualif the Global Certificates as being "in registered form within the meaning of Section 149 (a) of the federal Inte nal R enue Code of 1986 , as amended. , Upon surrender for ansfer of any Replacement Bond at the principal office of th Bond Registrar, the City shall execute ( if necessary) , and e Bond Registrar shall authenticate, 'insert the dat o registration (as provided in paragraph 11) 'and deliver, ' n the name of the designated transferee or 'transferees, one or ore new Replacement Bonds of any authori�zed denomin ion or nominations of a like aggregate prinlcipal amou , having e same stated maturity and interest riate, as re uested by t transferor; provided, however, that ino bond m y be register in blank or in the name of "bearejr" or si ilar designatio Whenever ownership of any Replace�nent Bo s should be tran erred without surrender of t�he Repl cement Bond for tr sfer or should be registered in �nomine name only, the regi tered owner of the Replacement Bo�d sh l, if and to the exte t required to preserve the exclus on from gross income of the interest on the Bonds and at t e direction and expense o the City, maintain for the C ty a record of the actual ner of the Replacement Bot►d. At the option of the holder of a Replacement Bond, Replacement Bo�ds may be exchanged for Replacement Bonds of any authorized� denomination or denominations of a like � I I i ' 27 �"�9-/�0 � ggregate pri�ncipal amount and stated maturity, upon urrender o the Replacement Bonds to be exchanged at the pri ipal of 'ce of the� Bond Registrar. Whenever any Replac ent Bonds are surrerudered for exchange, the City shall e ecute ( if necess ry) , aind the Bond Registrar shall authen cate, insert the dat of r�egistration of, and deliver the R lacement Bonds which th holrier making the exchange is entit ed to receive. Global Cer if'icates may not be exchanged for Global Certificate bf smaller denominations . All' onds surrendered upon any xchange or transfer provided for in this resolution shall b promptly cancelled by the Bond Registr and thereafter disp sed of as directed by the City. ' All '' Bonds livered in ex ange for or upon transfer of Bonds shall be vali general ob igations of the City evidencing th� same deb , and ent ' tled to the same benefits under this re�olution, a the Bo ds surrendered for such exchange or transfer. Eve�y Bond presen or surrendered for transfer or exchange shal]; be duly endor d or be accompanied by a written instrument of 'transfer, in or satisfactory to the Bond Registrar, du];y executed b the older thereof or his, her or its attorney c�uly authori d in iting. The ,Bond Regis rar may re uire payment of a sum sufficient to ,cover any tax or other overnmental charge payable in connection ith the transf or exchange of any Bond and any l�egal or unusual costs reg rding transfers and lost Bonds . Transfer shall also be subject reasonable regulations of� th City contained in any ag ement with, or notice to, the� B nd Registrar, including regu ations which permit the Bond egistrar to close its transfe books between record dates a d payment dates . 13 Rights Upon Transfer or Exchange. ach Bond delivered u n� transfer of or in exchange for or in lieu of any other nd shall carry all the rights to interes accrued and unpai , an¢1 to accrue, which were carried by such ther Bond. 14 . Interest Payment; Record Date. Interest on ny Glob Certifi�ate shall be paid as provided in the first - para raph therQof, and interest on any Replacement Bond shall ' 28 , ��lo� I ft mailed be paid on ea�h interest payment date by check or dra to the personiin whose name the Bond is registered ( the "Holder" ) on the registration books of the City main ained by the Bond Regiistrar, and in each case at the address appearing thereon at the close of business on the fifteenth 15th) alendar day 'preceding such interest payment dat (the " egular Reco,rd Date" ) . Any such interest not o timely paid sh 11 cease to be payable to the person who is the Holder the of as of� the Regular Record Date, and s 11 be payable to the rson who is the Holder thereof at the lose of business on a te ( th'e "Special Record Date" ) fixe by the Bond Registr r whe�never money becomes availabl for payment of the defaulte in�erest . Notice of the Speci Record Date shall be given tihe Bond Registrar to the H ders not less than ten ( 10) d s prior to the Special Rec d Date. The term "Holder" sha !1 also include those law lly entitled to take actions on b alf of the beneficial o ners of the Bonds for purposes of an consent or approvals given by Holders . 15 . H lders • Treatment f Re istered Owner• Consent of Holders . (A� For t e purposes of all actions, consents and other matter� affecti g Holder of the Bonds, other than payments, redemptions, nd pu chases, the City may (but shall not be oblig�ted to) tr t a the Holder of a Bond the beneficial owner of the B n instead of the person in whose name the Bond is registere . For that purpose, the City may ascertain th� identity of h beneficial owner of the Bond by such means a� the Bond R ist r in its sole discretion deems appropriate, ', including t not imited to a certificate from the person i whose na the Bon is registered identifying such benefic�al owner. (Bh The C ty and Bond Reg' strar may treat the person in wh�se nam any Bond is regi ered as the owner of such Bond fo� the urpose of receiving ayment of principal of and premium, ' if a , and interest (subje t to the payment provisions in pa agraph 14 above) on, such Bond and for all other purposles atsoever whether or not su Bond shall be overdue, and n ther the City nor the Bond R istrar shall be affected by n ice to the contrary. (C Any consent, request, direction, ap oval , objection o ' other instrument to be signed and execu d by the Holders ma be in any number of concurrent writings o similar tenor and must be signed or executed by such Holders in person or by ag ntjappointed in writing. Proof of the execution of , 29 i � ��%�� any such conse�t, request, direction, approval, objection r other instrume�t or of the writing appointing any such a nt and of the own�rship of Bonds, if made in the following manner, shall e sufficient for any of the purposes o this esolution, and shall be conclusive in favor of the ity with gard to any action taken by it under such request or other in trument, na�nely: ( 1 ) The fact and date of the ex ution by any pers n of any such writing may be pr ed by the cert ' ficate of any officer in any j isdiction who by l�w has power to take acknowled ents within such jurisdiction that the person sign' g such writing cknowledged before him the exec ion thereof, or by a a�fidavit of any witness to ch execution. ( 2 ) Subject to the prov' ions of subparagraph (A) a ove, the fact of the ow ership by any person of Bon s and the amounts an numbers of such Bonds, and the date of the holdin of the same, may be proved b reference to the bond register. 16 . Deliv r • A licati n of Proceeds . The Global Certificates when so epared an executed shall be delivered by the Directox, Depar ent of F nance and Management Services, to the Purcha r upo receipt of the purchase price, and the Purchaser shall t be obliged to see to the proper application th�reof . 17 . IFund and Acc nts . For the convenience and proper adminis�ration of t e oneys to be borrowed and repaid on the Bonds ahd the Refu ded onds, and to make adequate and specific secur�ty to the Purcha r and holders from time to time of the Bohds and R funded B ds, there is hereby created a special account to b designate the "General Obligation Capital Improv�ment 1 89 Refunding onds Account" (the "Escrow Account" ) to b� admi istered and mai tained by the City Treasurer as a book eeping account se rate and apart from all other accounts mai tained in the offici 1 financial records of the City. There as been heretofore cre ted and established the General Debt Service Fund (numbered 9 0, herein the "Fund" ) . The F nd and the Account shall e h be maintained in the manner her in specified until all of the Refunded Bonds have been pai and until all of the Bonds and he interest thereon shal have been fully paid. ( i) �� Escrow Account. The Escrow Account shall be maintaine�l as an escrow account with American National I �I 30 � �-�`� I .. ,. Bank an� Trust Company (the Escrow Agent ) in t. Paul, Minnesoi�a, which is a suitable financial inst ' ution within t�he State whose deposits are insured the Federal Deposit Insurance Corporation and w ose combined capital �and surplus is not less than $500, 00 . All roceed� of the sale of the Bonds shall received by t e Escr�ow Agent and applied to fund th Escrow Account or to pa�y costs of issuing the Bonds . roceeds of the Bon s nqt used to pay costs of issuan are hereby irre oca�bly pledged and appropriated o the Escrow Accou t,l together with all investme earnings thereon. The Es �jow Account shall be invest in securities maturin or callable at the optio of the holder on such date an bearing interest at such rates as shall be require o provide sufficient f nds, together with any cash or t er funds retained in the Escrow Account, to pay when du ( 1) the interest o accrue on each Bond to and inclludin March 1, 1990, d (2) upon redemption the pXincipa'i� amo t of each of e Refunded Bonds . From the Escrow A' count there shall b paid ( 1) all interest paid on, or t be pai on, or to accrue on, the Bonds to and includin March 1990, a d (2) the principal of the Refunded Bonds due by rea on of redemption on the call date of �iarch 1, 1 0 . he Escrow Account shall be irrevoca�ly appropri te to the payment of the principal of and i terest on th onds until the proceeds of the Bonds th�rein are app ed to payment of the Refunded Bonds . '�he moneys i t e Escrow Account shall be used solely fbr the purpo es rein set forth and for no other purpose, �, except tha any rplus in the Escrow Account may be r�mitted to he Cit all in accordance with an agreemen (the "E row Agree ent" ) by and between the City and Escrow ent, a form f which agreement is on file in he offi e of the City lerk. Any moneys remitted �to the City upon termin tion of the Escrow Agreemen� shal be deposited in t e Fund. (iil Fu d. To the Fund, to a pecial sinking fund account �hic is hereby created and e tablished therein for the �}a nt of the Bonds, there is hereby pledged and irrevocak}ly appropriated and there shal be credited: ( 1) any bla ance remitted to the City upo the termination of the Es� row Agreement; (2) any balance r aining on March 2, 990, in the separate sinking fund; or special account n the sinking fund, recognized in paragraph 10 of the ilty' s February 2, 1982, resolution authorizing the iss a ce of the Prior Bonds and created in the Februar 18, 1982, resolution levying a tax for the Ii , ' 31 I� I �� payment �f the Prior Bonds; ( 3) all taxes ollected after March 1, ', 1990, pursuant to levies made i said resolution of Febru�ry 18, 1982, which levies shal not be cancelled xcept a permitted by Minnesota Statu es, Section 4 5. 61, �ubdivision 3; (4 ) any collec ions of all taxes he eafte�r levied for the payment of he Bonds and int estlthereon; (5) all investme earnings on funds in the nd� and ( 6 ) any and all oth moneys which are prope y ' available and are appro iated by the governing body o t�he City to the Fund. e amount of any surplus remaini in the Fund when the onds and interest thereon , are paid ; hall be used consis nt with Minnesota Statutes� ection 475 . 61, Su ivision 4 . i The �!Imo ys in the Fun shall be used solely to pay the principal and 'nterest and ny premiums for redemption of the Bonds andjany her gener obligation bonds of the City hereafter iss ed by he City nd made payable from the Fund as provide�d by l�w, or pay a y rebate due to the United States . No pc�rtion o the roceeds of the Bonds shall be used directly or i directly o cquire higher yielding investments or to replace funds whic ere used directly or indirectly to acquire highe yielding ' vestments, except ( 1) for a reasonable te�porary per o until such proceeds are needed for the purpose fqr which t e B nds were issued, and (2 ) in addition to tHe above ' an mount not greater than the lesser of five percer�t (5�) the p oceeds of the Bonds or $100, 000 . To this effecti, any p oceeds o the Bonds and any sums from time to 'time l�eld in the Escro Account or Fund (or any other City fund or ccoun which will e used to pay principal or interest to b�come ue on the Bon s) in excess of amounts which under tl�e ap licable federal arbitrage regulations may be invested wijtho t regard as to yi ld shall not be invested at a yield in 'ex ess of the applica e yield restrictions . imposed by sai�d rbitrage regulation on such investments after taking ijn o account any applica e "temporary periods" or "minor por ''on" made available unde the federal arbitrage regulations . n addition, the proceeds f the Bonds and money in the Fund a 'd the Escrow Account shall ot be invested in obligations �, deposits issued by, guaran ed by or insured by the United 5 altes or any agency or instrum tality thereof if and to the xt�ent that such investment woul cause the Bonds to be "federal',ly guaranteed" within the meani g of Section 149(b) of the !federal Internal Revenue Code o 1986, as amended (the "ICode" ) . i I I 32 I�, , � ��a 18. '� Pled e of Existin Tax Levies• Cove a e Test. To provide mo�eys for payment of the principal an interest on the Bonds, th�re is hereby pledged to the payme of the Bonds all t� ose tax�s relating to the Prior Bonds co ected after March , 1990� which were levied in the Febru ry 18, 1982, resolut'on of the City Council of the City lating to the Prior Bo ds u�on all of the taxable proper in the City as direct an ual; ad valorem taxes to be spre upon the tax rolls and collec ed with and as part of other neral property taxes in the City iExcluding taxes levied fo earlier years, said levies were r the years and in the a unts as follows : i Year '. Year of of Levy For Tax � Tax Prior Levy ' Collection Bonds 1989 1990 $1, 338,225 . 1990 ! 1991 1, 350, 957 The' tax levi s are ch that if collected in full they, togethe* with est ate collections of investment earnings (andjuntil Marc 1, 1990, all. amounts in the Escrow Account) and �ther revenu s herein pledged for the payment of the Bonds, ar expected to roduce at least five percent (5�) in excess of �he amount n e ed to meet when due the principal and interest �ayments on the onds . The tax levies shall be irrepealable �o long as any o the Bonds are outstanding and unpaid, provi�ied that e City eserves the right and power to reduce the le�►ies in e manner and to the extent permitted by Minnesota Sta�utes, S ction 475 . 1, Subdivision 3 . If necessary to �rovide said five pe cent (5$) in excess of the amount needed ' to me t when due the rincipal and interest payments on tme Bo ds, prior to the delivery of the Bonds to the Purchaser ! the ity Council shall y resolution levy an additional ta�K. 19 . ,' eneral Obli ation Pled For the prompt and full payment � the principal and interes on the Bonds, as the same resp ctively become due, the full faith, credit and taxing �power of the City shall be and are ereby irrevocably pledged. I ithe balance in the Escrow Accou t or Fund is ever insufficie �o pay all principal and interes then due on the Bonds and ny ;other bonds payable therefrom, th deficiency shall be rom�tly paid out of any other funds of the City which ar ava lable for such purpose, including the general fund of e C�ty, and such other funds may be reimbursed with or without int�erest from the Escrow Account or Fund when a sufficient ba�ance is available therein. I � I 33 � i '�� 1�� 20. Appropriation. If an appropriation s necessary to ccomplish the crossover refunding o the Prior onds, such a propriation is hereby authorized a d made, and yment shalllbe made from the budgeted approp ations for de t service ffor pending bond issues . The of icer accepting the bid on th{e sale of the Bonds as provided in paragraph 1 of this resolutipn shall determine if an appro riation is neces ary, an�i if so the amount thereof . 21. , Refunded Bonds; Security. Until retirement of the Refu ded �onds, all provisions her ofore made for the security hereof shall be observed by he City and all of its officers a d agents . 22 . 5ecurities• Escrow A ent. Securities purchased from moneys i the Escrow Account hall be limited to securities se� orth in Minnesota Statutes, Section 475 . 67, Subdivi�ion 8' a d any amendment or supplements thereto. Securities pu cha ed from the E crow Account shall be purchased sim ltan ously with e delivery of the Bonds . The City Council as in estigated he facts and hereby finds and determines th t the scrow A nt is a suitable financial institution t act as escro agent. 23 . ��, Redem ti n f Refunded Bonds . The Refunded Bonds shall b redeemed d prepaid on March 1, 1990, all in accordance wi h the term nd conditions set forth in the Notice o� Cal for Rede ti n attached hereto as Exhibit A, which terms a�d condit' ns a e hereby approved and incorporated erein b refere ce. A Notice of Call for Redemption in' substa ially su form shall be first published no later thanjthirty ( 30) days ter the issuance of the Bonds, and sh 11 be published aga'n within forty-five ( 45) and ninety (90) d ys o the appropriat redemption date pursuant to the Escrow Agr ement. 24 . � crow A reement. On o prior to the delivery of the Bonds Mayor, Clerk and Direc r, Department of Finance and M agement Services, shall, a d are hereby authori�zed an directed to, execute on beh f of the City an Escrow Agree nt. All essential terms and c nditions of such Escrow Agre m nt are hereby approved and adopt d and made a part of th' s esolution, and the City covenants� hat it will promptly e o$�ce all provisions thereof in the event of default there�nder by the Escrow Agent. i I I � 34 ' i '� ��'q`�� 25 . Purchase of SLGS . The City Treasurer, anyone designat�ed by the City Treasurer to act in his ehalf, is hereby auth�rized and directed to purchase the a ropriate United States Treasury Securities, State and Local Government Se� ies, from the proceeds of the Bonds in accord ce with the pro isions of this resolution and to execute al such docu ents ( inc�uding the appropriate subscript 'on form) requi ed to effect such purchase in accordanc with the applic ble U.S ; Treasury Regulations . 26 . Certificate of Re istration The Director, Departmen of Finance and Management Servi ces, is hereby directed t file a certified copy of thi Resolution with the County Audi or of Ramsey County, Minnes ta, together with such other inform tion as the County Audito shall require, and to obtain the Co ty Auditor ' s certifica e that the Bonds have been entered i the County Auditor' s Bond Register. 27 . Re ords and Certifi ates . The officers of the City are hereby au horized and di cted to prepare and furnish to the Purchaser, a d to the att neys approving the legality of the issuanc� of t e Bonds, c tified copies of all proceedings anc� recor of the ity relating to the Bonds and to the financi�l condi 'on an affairs �f the City, and such other affidavi�s , certi 'cat and information as are required to show the facts relatin the legality and marketability of the Bonds as the same a ear from the books and records under their custody and co ol or as otherwise known to them, and all such c�rtified co ie certificates and affidavits, including any heretofore furni hed, shall be deemed represen- tations of the 'City as o the f cts recited therein. 28 . Ne ati e Covenant to Use of Proceeds and Improvements . �,The C ' y hereby cov ants not to use the proceeds of th� Bon or to use the 'mprovements financed with the proceeds o� th Prior Bonds or to cause or permit them or any of them to be sed, or to enter in o any deferred payment arrangements fctr he cost of such impro ements, in such a manner as to calu e ( 1) the Bonds to be " ivate activity bonds " within t e meaning of Sections 103 nd 141 through 150 of the Code or ( 2) the Prior Bonds to be "i dustrial development b ds" or "consumer loan bonds" "private loan bonds" withi �he meaning of the federal Inter 1 Revenue Code of 1954, as �nded immediately prior to the enactment of the federal Tax e orm Act of 1986 . 29 . Tax-Exem t Status of the Bonds; Rebate. The City shall comply with requirements necessary under the Code I �I 35 ��y-�.� to establish �nd maintain the exclusion f m gross income under Section ' 103 of the Code of the int rest on the Bonds, i cluding wit�out limitation requiremen s relating to te porary per ods for investments, lim tations on amounts inv sted at a yield greater than the ield on the Bonds, and the ebate of ',excess investment ear ngs to the United States . 30 . No Desi nation of alified Tax-Exem t Obli ati ns . �The Bonds exceed i amount those which may be qualified s "qualified tax-exe t obligations" within the meaning of ection 265(b) ( 3 ) o the Code, and hence are not designated f such purpose. 31 . e ositor L ter A reement. The Depository Letter Agreemelnt is hereby pproved, and shall be executed on behalf of the Cit by the ayor, Clerk, and Director, Department of Finan e and Management Services, in substantially !the fo a proved, with such changes, modifications, additi and deletions as shall be necessary and appropriate and ap oved by the City Attorney. Execution by such office'rs of t e epository Letter Agreement shall be conclusive evidence s to the necessity and propriety of changes and thjeir a roval y the City Attorney. So long as Midwest Securi�ties rust Co any is the Depository or it or its nominee isl the Holder of ny Global Certificate, the City shall comply w,,ith the provisio s of the Depository Letter Agreement, as 'it may be amended or supplemented by the City from time to ti e with the agree nt or consent of Midwest Securities Tru, t Company. � �i i i 36 I wHiTE — ciTV CLERK COU(1C11 PINK - FINANCE GITY OF SAINT PAUL 9 � CANARY — DEPARTMENT I BLUE — MAVOR File NO• • /� Council Resolution Presented By Referred To Committee: Date Out of Committee By Date 32 . everabilit . If any section, paragrap or pro ' sion of this resolution shall be held to be ' valid or unen rceabl for any reason, the invalidity or nenforce- ability o such section, paragraph or provision s 11 not affect any f t e remaining provisions of this r solution. 33. eadin s. Headings in this re olution are included for co enience of reference only d are not a part hereof, n shall not limit or defi the meaning of any provisio he of . , COUNCIL MEMBERS Requested by Department of: Yeas Nays Dimond Long � In Favor Goswitz Rettman s�ne;be� _ Against By Sonnen Wilson Form Approved by City Attorney Adopted by Council: Date Certified Passed by Council Secret ry By By Approved by Mavor: Date Approved by Mayor for Submission to Council BY �— BY � � _ - ;:� � J - * 4 wHiT�. - �.tM:. aK r_ � ' ; ..� �.� . ., - + � � PINK — NA � TT � CANARV — D�EPA� ENT`}� � .. ;. ��TY�GZ�,,,_ SA I 1�T.T PA�l L: ,CO11fIC�11 /� . � �- � .�. f ... � BLU E;� —NkX V O . --w.w..-- FI�P. �N V. �J ,. _ �� ; �, � � `•, , ou�ncil l�esolutior� . . �' _� � : ; . � , , . . : Presented By ' t - ,., Refefc�d To l ' Committee: Date � � Out of Gomm�ttee Date _`` ��`�= �- 3 . S��nrrabilit . 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