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275033 WMITE - C�7V CLERK COUnCll 2�5Q33 PINK - FINANCE G I TY O F SA I NT PA U L CANARV - OEPARTMENT BLUE - MAVOR File NO. ouncil Resolution Presented By Referred To Committee: Date Out of Committee By Date WHEREAS: 1. On May 20, 1980, the Port Authority of the City of Saint Paul adopted Resolution No. 1651 , giving preliminary approval to the issuance of revenue bonds in the initial principal amount of approximately $1,500,000 to finance the construction of a 28,000 Sq. Ft. addition through a tax exempt mortgage for American National Red Cross on the south side of their existing building located at 100 South Robert Street. 2. Laws of Minnesota 1976, Chapter 234, provides that any issue of revenue bonds � authorized by the Port Authority of the City of Saint Paul , shall be issued only with the consent of the City Council of the City of Saint Paul , by resolution adopted in accordance with . 1aw; . 3. The Port Authority of the City of Saint Paul has requested that the City Council � give its requisite consent pursuant to said law to facilitate the issuance of said revenue bonds by the Port Authority of the City of Saint Paul , subject to final approval of the details of said issue by the Port Authority of the City of Saint Paul . RESOLVED, by the City Council of the City of Saint Paul , that in accordance with Laws of Minnesota 1976, Chapter 234, the City Council hereby consents to the issuance of the aforesaid revenue bonds fo r the purposes described in the aforesaid Port Authority Resolution No. 1651 , the exact details of which, including, but not limited to, provisions relating to maturities, interest rates, discount, redemption, and for the issuance of additional bonds are to be determined by the Port Authority, pursuant to resolution adopted by the Port Authority, and the City Council hereby authorized the issuance of any additional bonds (including refunding bonds) by the Port Authority, found by the Port Authority to be necessary for carrying out the purposes for which the aforesaid bonds are issued. COUNCILMEN Requested by��ent�ol� Yeas HunNays � �� t r Levine ,� , /.r ` z a Maddox �n FavO[ H McMahon � e Showalter __ Against BY Ma dox Tedesco Sh alter Te co Wilson f� 5 19� Form Appro ed by City Attorne / Adopted by Council: Date �/2,�/� Certified Ya•�ed y Council cret BY � ` ` By Approved . vor: Date — - _ Appro e by Mayor for S b iss n o Council ` BY sv - -- �S�,RI�1S�t�D J U N 21 1980 ��,-O�'R T � �AUT .HORITY ������ OF THE CITY OF ST. PNUL � Memorandum TO: BOARD OF COMMISSIONE S �AT� May 12, 1980 Meeting May 2 , 19 0 FROM: Donald G. Dunshe SUB.tECT: AMERICAN NATIONAL RED CROSS � PUBLIC SALE HEARING - RESOLUTION N0. 1650 PUBLIC HEARING - SALE OF $1 ,500,000 TAX EXEMPT MORTGAGE NOTE - RESOLUTION N0. 1651 1 . THE COMPANY � The American National Red Cross is headquartered in Washington, D.C. and has a regional center office on South Robert Street in Riverview Industrial Park. The Red Cross purchased a 108,247 Sq. Ft. site from the Port Authority in January of 1975 and . constructed at a cost of $1 ,800,000.00 a regional blood center containing 35,000 Sq. Ft. On September 31 , 1978, the Port Auth- orit;� approved the lease of an additional site containing 43,131 Sq. Ft. for off-street parking. The site was blacktopped and landscaped in accordance with the covenants. 2. THE PROJECT � The Red Cross proposes to construct a new 28,000 Sq. Ft.. addition � on the South side of their existing building. In order to accom- modate the expansion they wish to purchase an additional site of 29,751 Sq. Ft. to accommodate more off-street parking and offset the loss of a portion of their existing parking by the expansion. We propose to sell the new site at a cost of $3.25 per Sq. Ft. of $96,690.75. Under the terms of the parking lot lease approved in 1978 the first purchase option is September 31 , 1988 at a rate of $2.75 per Sq. Ft. The Red Cross has asked that they be allowed to purchase that site at this time from proceeds of the tax exempt mortgage. The acquisition price of that site would be $118,610.25. Under amendments to Chapter 474 the Port Authority published notices in the Legal Ledger and St. Paul Dispatch-Pioneer Press on May 3 and 5 respectively that the proposed project would be considered by the Port Authority Commission on Tuesday, May 20. If the project is •approved by the Commission on Tuesday, May 20, a formal application will be submitted to the Commissioner of Securities before the bond issue is closed. On April 18 the Port Authority notified District 3 of the proposed parking lot expansion. On Monday, April 21 , Staff discussed with the community organizer of District 3 the proposed project and he expressed no objection. � � ' BOARD OF COMMISSIONERS AMERICAN NATIONAL RED ��ROSS MEETING MAY 20, 1980 PAGE 2 3. FINANCING The proposed financing would be done through the issuance of a tax exempt mortgage to be placed with Signal Hills State Bank and other banks in the Twin City Area. The repayment of the mortgage would be done on the basis of a 30 year amortization schedule and a 15 year term with a balloon. The proceeds f rom the bond issue would be as follows: � Construction $1 ,259,699.00 Land Acquisition 215,301 .00 Bond Issue Expense 25,000.00� ' $1 ,500,OOO.QO In addition to the .monthly rent the Company will pay a fiscal and administrative fee of �450.00 per month for the first ten years and �600.00 per month for the final five years of the lease. � 4. UNDERk'RITING AGREEMENT Signal Hills State Bank and other Twin City Banks have agreed to purchase the entire $1 ,500,000.00 tax exempt mortgage bearing an interest rate of 9 1l2� per annum. . 5. TERMS OF THE LEASE � The proposed lease would correnence June l , 1980, and terminate May 3] , 1995. The American National Red Cross has pledged as collateral with the lender the existing land and building which the Red Cross owns. The tax exempt mortgage would not be done under Resolution 876 and the security for the mortgage would be solely the American National Red Cross. 6. RECOMMENDRTION � The Stafr has reviewed the project with officers and board members of the Red Cross as well as the lender. Staff recommends approval of Resolution Numbers ]650 and 165i authorizing the sale of a tax exempt mortgaae in the amount of �1 ,500,000.00. sjs , Resolution No. 1651 . '� ����p�,� NOTE RESOLUTION • PORT AUTHORITY OF THE CITY OF SAINT PAUL COMP4ERCIAL DEVELOPMENT REVENUE NOTE OF 1980 (AMERICAN NATIONAL RED CROSS PROJECT) �DOPTE�: MAY 20, 1980 � • � (This table of contents is not a part of this � „ Resolution, but is included for convenience only) TABLE OF CONTENTS Page - ARTICI,E ONE - DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1-l. Definitions. . . . . . . . . . . . . . . . . . . . . . 1 Section 1-2. Legal Authorization. . . . . . . . . . . . . . 3 Section 1-3. Findings. . . . . . . . . . . . . . . . . . . . 3 Section 1-4. Authorization and Ratification of Project. . . . . . . . . . . . . . . . . . . . . . 6 ARTICLE TWO - NOTE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2-1. Asthorized Amount and Form . ' of Note. . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2-2. The Note. . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 2-3 . Execution. . . . . . . . . . . . . . . . . . . . . . . . 14 Section 2-4. Delivery of Note. . . . . . . . . . . . . . . . . 14 Sect?on 2-5. Issuance of New Notes. . . . . . . . . . . . 15 � Section 2-5. �egistratian of Transfer. . . . . . . . . 15 Sect?on 2-7. Mut'ilated, Lost or Destroyed No�e. . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 2-8. Ownership of Note. . . . . . . . . . . . . . . . 16 Section 2-9. Limitation on Note Transfers. . . . . 16 ARTICLE THREE - FUNDS AND ACCOUiJTS. . . . . . . . . . . . . . . . . . . 17 • Section 3-1. Construction Fund. . . . . . . . . . . . . . . 17 Section 3-2. Investments by Authority. . . . . . . . . 17 ARTICLE FOUR - REDEMPTION OF NOTE BEFORE MATURITY. . . . 1� Section 4-1 . Redemption. . . . . . . . . . . . . . . . . . . . . . . 18 Section 4-2. Termination of Interest. . . . . . . . . . 1^ ARTICLE FIVE - GENERAL COVENANTS . . . . . . . . . . . . . . . . . . . . . 19 Section 5-1. Payment of Principal and � Interest. . . . . . . . . . . . . . . . . . . . . . . I9 Section 5-2. Performance of and Authority of Covenants. . . . . . . . . . . . . . . . . . . . . 19 Section 5-3. Enforcement and Performance of Covenants. . . . . . . . . . . . . . . . . . . . 19 Section 5-4. Nature of Security. . . . . . . . . . . . . . . 20 Section 5-5. Compliance With Arbitrage Regulations. . . . . . . . . . . . . . . . . . . . . . 20 . � page � ARTICLE SIX - MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . 22 � Section 6-1. Severability. . . . . . . . . . . . . . . . . . . . . 22 � Section 6-2. Authentication of Transcript. . . . . 22 Section 6-3. Registration of Resolution. . . . . . . 22 Section 6-4. Authorization to Execute Agreer�ents. . . . . . . . . . . . . . . . . . . . . . . 22 Section 6-5. Effective Date. . . . . . . . . . . . . . . . . . . 22 SIGNATURES. . . . . . . . .�. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 EXHIBIT . NOTE RESOLUTION BE IT RESOLVED by �the Port Authority of the City of Saint Pau1, Minnesota, as follows: ARTICLE ONE DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS 1-1. Definitions. The terms used herein, unless the context hereof shall require otherwise shall have the following neanings,• and any other terns defined in the Loan Agreement shall have the same meanings when used herein as assigned to them in the Loan Agreement unless the context or use thereof indicates another or different neaning or intent. Act: the t�Rinneso�a rSunicipal Industrial Developnent Act, Minnesota S�atutes� Ch�pter 47a, as amended; Assiarr.�ent of the Loan Agreement: the agreer�ent to be executed bl� �he A�thority and the Lender assigning the Loan Agreement �o the Lender; Authority: the Port Authority of the City of Saint Paul, and any successor public corporation; Bond Counsel: the firm of Briggs and Morgan, Professional Association, of St. Paul and riinneapolis, Minnesota, and any opinion of Bond Counsel shall be a written opinion signed by such Counsel; Borrower: the Sc. Paul Chapter of The Arierican National Red Cross, a chartered unit of The American National Red Cross, its successors, assigns, and any surviving, resulting or transferee business entity which may assur�e its obligations under the Loan Agreement; City: the City of Saint Paul, Piinnesota, its successors and assigns; • Improvements: the expansion of the existing facility of the St. Paul Cha�ter of the Ar�erican National Red Cross, and other improvements, including any tangible personal property, to be constructed or installed on the Land in accordance with the Plans and Specifications and paid for in whole or in part from the proceeds of tt�e Note; , �' Land: the real property and any other easements and ' � � r�ghts described in Exhibit A attached to the Loan Agreement; Lender: Signal Hills State Bank, West Saint Paul, I�innesota, .its successor.s and assigns; Loan Agreement: the agreement to be executed by the Authority and the Borrower, providing for the issuance of the Note and the loan of the proceeds thereof to the Borrower, includi�g any amendments or supplements thereto made in � accordan.ce with its provisions; idortgage: the t�ortgage, Security Agreement and Fixture Financing Statement to be executed by rlortgagor and given to the Lender, as mortgagee, as additional security for the Note and interest thereon; Mortgagor: The Anerican National Red Cross, a nationally chartered corporatior. created pursuant to 36 U.S .C. §�1 et seq, its successors and assigns; Note: . the $1,�OU,�OO. Co.�mercial Development Revenue Note of 1980 (�nerican R�d Cross Project) , to be issued by the Authority pursuar.t to this Resolution and the Loan Agreement; Note Reg?ster: the records kept by the Secretary of the � Authority t� provid� �or the registration of transfer of ownership of the Note; Plans and Specifications: the plans and specifications for the construction and installation of the ImproveMents on the Land , which are approved by the Lender, together with such modifications thereof and additions thereto as are reasonably determined by the Bo�rower to be necessary or desirable for the completion of the Inprovements an� 3rn ��proved by the Lender; Project: the Land and Tmprovements as they may at any tine exist; Project Costs: the �otal of all costs of the Project which are to be paid from the proceeds of the Note, which costs are more speciiically identified in Article 5 of the Loan . Agree�ent; Resolution: this Resolution of the Authority adopted May 20, 1980, together with any supplement or a�endment thereto. All references in this instrunent to designated "Articles, " "Sections" and other subdivisions are to the designated Articles, Sections and subdivisions of this instrument as originally executed . The words "herein, " "hereof" . and "hereunder" and other words of sir�ilar import refer to this Resolution as a whole not to any particular Article, Section or subdivision. 2 � � 1-2. Legal Authorization. The Authority is a body corporate and politic organized and existing uhder Minnesota Statutes, Chapter 458, as amended, and is an independent agency within the meaning of Minnesota Statute, Chapter 474, as amended, and is authorized under said laws to initiate the Project, and to issue and sell the Note for the purpose, in the manner and upon the terms and � conditions set forth in the Act and in this Resolution. 1-3. Findings. The Authority hereby finds, determines and declares, as follows: {1 ) Th e purpose af the Act as found and determined by the legislature is Lo promote the welfare of the state by the active attraction and encouragement and development of economi- cally soun� industry and commerce to prevent so far as possible the emergence of bliqh�ea and marginal lands and a�eas of chronic unemplopment and to aid in the development of existing areas of blight, marginal land and persisten� unemployment; (2) Fa�tors necessitating the active promotion and development of econonically sound industry and commerce are the increasing concentration of population in the metropolitan areas and the rapidly rising increase in the amount and cost of governmental services required to meet the needs of the increased population and the nee� for development of land use which will provide an adequate tax base to finance these increased costs ar,d access to employment opportunities for such population; . (3 ) The Authority has received from the Borrower a request tha� the Authority issue its revenue bonds in the form of a single note to finance the acquisition of the land and the installation and construction of the Improvements in the City of St. Paul, all as is more fully described in the staff report on f ile; (4 ) The Authority desires to facilitate the selective development of the community and to help it provide the range of services and employment opportunities required by its population, and the Project will assist the City in achieving that ob;ective. Said Project will help to increase the assessed valuation of the City and help maintain a positive relationship between assessed valuation and debt and enhance the image and renutation of the City; 3 . � . . _ �����a�� • (5) The Project to be financed by revenue bonds will � . result in substantial employment opportunities in the Project; (6) The Authority has been advised by representatives of the Borrower that conventional, commercial financing to pay the canital cost of the Project is available only .on a limited � basis and at such high costs of borrowing that the economic feasibility of operating the Project would be significantly reduced, but the Borrower has also advised this Authority that with the aid of revenue bonc3 financing, and its resulting low � borrowing cost, the Project is economically more feasible; (7 ) The Lender has made a commitment to purchase the Note to be issued to finance the Projeet; " (8 ) The Authority, pursuant to t�iinnesota Statutes, Section 47�. 01, Subdivision 7b did publish a notice, a copy of which with proof of publication is on file in the office of the Authority, of a public hearing on the proposal of the Borrower that the Authority finance the Project hereinbefore described by the issuance of i�s in3ustrial revenue bonds; . (9) i:�e Autharity did conduct a public hearing pursuant to said notice, at which hearing the recomn-�endations contained in tre Authority`s staff inemorandum to the Co;nmissioners were reviewed, and aIl persons who appeared at the hearing were � given an opportunity to express their views with respect to the proposali (10) The Projec't consritutes properties, used or useful in connection with or.e or more revenue producing enterprises engaged in any bus:ness within the meaning of Subdivision la of Section 474. 02 of the Act and furthers the purposes stated in Section 474. 01 of the Act; �(11 ) The availability of the financing under the Act and willingness of the Authority to furnish such financing will be a substantial inducement to the Borrower to undertake the Project, and the effect of the Project, if undertaken, will be to encourage the development of econo�ically sound industry and commerce and assist in the prevention of the emergence of blighted and rnarginal land, and will help to prevent chron.ic unemployment, and will help the City to provide the range of services and employment opportunities required by its population, and will help to prevent the movement o£ talented and educated nersons out of the state and to areas within the 4 . • state where their services may not be as effectively used and . will result in more intensive development and use of land �within the City and will eventually result in an increase in the City's tax base; and it is in the best interests of the port district and the people of the City of Saint Paul and in furtherance of the general plan of development to assist the Borrower in financing the Project; (12 ) The Authority is authorized by the Act to issue the Note and enter into a Loan Agreement for the public purposes expressed in the Act and the Authority has by this Resolution authorized the Project and execution of the Loan Agreement, the Assignment of Loan Agreement and the Note, which documents specify the terr.is and conditions of. the acquisition and financing of the Project; , (13 ) the amount estimated to be necessary to finance the Project Costs, including the costs and estiMated costs permitted by Sect;on 474 .05 of the Aet, will require the issuance of the No�e in the principal amount of $1,500, 000 as hereinafter provide�; (14 ) it is desi�able, feasible and consistent with the objects and purpes�s of the Act to issue the Note, for the purpose of finan�ing the Project; and (15 ) the i�lo�e ar,d the interest accruing thereon do not constitute an indebtedness of the Authority or the City within the meaning of any constitutional or statutory limitation and do not constit�:te or give rise to a pecuniary liability or a charge against the general credit or taxing powers of the Authority or the City and neither the full faith and credit nor the taxing powers of the City is pledged for the payment of the Note or interest thereon; and (�16 ) The Borrower is an exempt organization within the meaning of Section 501(c) (3) of the Internal Revenue C ode by virtue of being a chartered unit of The Ar,ierican National Red Cross and is exempt from taxation under Section 501 (a) of the Internal R2venue Code and the operations ��rhich ��ill be carried on in the Project will not be an unrelated trade or business under Section 513 (a) of the Internal Revenue Code without . regard to whether the Company is subject to a tax under Section 511 of the Internal Revenue Code, and the Borrower is now and shall be at all times during the tern of ttiis Agreement an "exempt person" within the meaning of Section 103 (b) ( 3) (B) of the Internal Revenue Code. . 5 � � 1-4 . Authorization� and Ratification of Project. (1) The Authority has heretofore and does hereby authorize the Borrower, �in accordance with the provisions of Section 474.03 (7) of the Act and subject to the terms and conditions set forth in the Loan Agreement, to provide for the construction and installation of the Project pursuant to the " Plans ana Specifications by such means as shall be available to the Borrower and in the manner determined by the Borrower, and without advertisement for bids as may be required for the construction and acquisition of municipal facilities; and the Authority hereby ratifies, affirms, and approves all actions heretofore taken by the Borrower consistent with and in anticination of such authorit� and in compliance with the �Plans and Specifications. (2 ) In accordance with Subdivision 7a of Section 474. 01, Minnesota Statutes, the Executive Vice-President of the Authority is here�l: autrorized ana directed to submit the proposal for the aoc�•e 3escribed Project to the Commissioenr of Securities,� requ�sting his approval, and other officers, employees and agents of the Authority are hereby authorized to provide the Cor:u�i�sioner witr such preliminary information as he may require. , (3 ) In or�er to �acilitate completion of the revenue bond financing herein contemplated, the City Council is her�by requested to consent, pursuant to Laws of �iinnesota, 1976 , Chapter 234r to the issuance of the revenue bonds herein contemplated and a�v addiLional bonds which thz Authority may prior to issuance or from time to time thereafter deem � necessary to complete the Project or to refund such revenue bonds; and for such purnose the Executive Vice President of the Authority is hereby autnorized and directed to forward to the City Council copies of this resolution and any additional available information the City Council may request. (4) The actions of the Executive Vice-President of the Authority in causing public notice of the public hearing and in describing the general nature of the Project and estimating the principal amount of bonds to be issued to finance the Proj�ect and in preparing a draft of the proposed application to the Commissioner of Securities, State of i�innesota, for approval of the Project, which has been available for inspection by the public at the office of the Authority from and after the publication of notice of the hearing, are in all respects ratified and confirmed. ` 6 ART2CLE TWO NOTE 2-1. Authorized Amount and Form of Note. � The Note issued pursuant to this Resolution shall be in substantially the form set forth herein, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution, and in accordance with the further provisions hereof; and the total principal amount of the Note that may be outstanding hereunder is expressly limited to $1, 500, 000 unless a duplicate Note is • issu�d pursuant to Section 2-7. The Note shall be in substantially the following form: � 7 � � UNITED STATES OF At�ERICA � . - STATE OF MINNESOTA COUNTY OF RAt�ISEY PORT AUTHORITY OF THE CITY OF SAINT PAUL Commercial Development Revenue Note of 1980 (American National Red Cross Project) • $1,500, 000 FOR VALUE RECEIVED the PORT AUTHORITY OF THE CITY OF SAINT PAUL, Ramsey County, Minnesota, ( the "Authority") hereby promises to pay to the arder of SIGNAL HILLS STATE BANF�, West . Saint Paul, M?r.nesota (the "Lender" ) , its successors or registered assigns, from �he source and in the nanner herein- after provided, the principal surn of ONE MILLION FIVr. HUNDRED THOUSAND Fu�ID N�/100 L��•LARS ( $1, 500, 000.00 ) with interest on that port�on of the orir.cip31 sum which remains unpaid from timz to time {the "Prin�ipal Balance") at the rate of nine and one-half percent ;9 1/2�s ; per annur� in any coin or currency which at the �ime or �i:�es of paynent is legal tender for the payment of public or �rivate debts in the United States of America, in accord�r.ce with the terms hereinafter set forth. 3. Repay;aent in this Note shall be made in 180 consecutive equal m�nthly installr,ients of $12, 613. 00 (based on the ar,iortizaticn of `ne amount of this Note over 360 months) , with a fir.al no-�trilf installment in an amount equal to the • Principal Balance and all interest accrued thereon due on July 1, 1995 ( "Final Maturity Date" ) . Payr�ents shall be made on the first day of each month, or the next day, if the first is a holiciay, and shall be applied first to interest and thereafter to reduction of the principal of this Note . 2. If the ir.terest on this Note should become sub- ject to �ederal income taaation pursuant to receipt by lender of a notice of "Deterriination of Taxability" , as that terri is defined in Section 6. G6 of the Loan Agreer�ent hereinafter � defined, the interest rate shall be ir.imediately increased to sixteen percent (16� ) per annum, computed as provided herein, and the Authority shall further reimburse the Lender, but sole2y from revenues derived from the Loan Agreenent, for the aggregate difference between (1) the monthly payments actually made to Lender on this Note from the "Date of Taxability" as that term is defined in the Loan Agreement, to the effective date of increase, and (2) the monthly payr�ents which would have been made during such period had the interest on this Note been at the rate of sixteen percent (16% ) per annum. 8 ' 3. In any event, the payMents hereunder shall be sufficient to pay all principal and interest due, as such principal and interest becomes due. Interest shall be computed on the basis of a 360 day year, but charged for the actual nur.iber of days principal is unpaid. In the everit that the interest rate of this Note is increased as provided in para- graph 2, and the Note is not prepaid, the consecutive monthly installments shall be increased to amortize the Principal Balance at the increased interest rate. 4. If the Lender should not receive on the first day of any month all of the principal and interest then due on the Note, and if the Authority's payments should continue to be in arrears through the fifteenth day of such month, then, in � addition to all other sums due hereunder, the Lender shall be entitled to receive on the sixteenth day of such month a service charge equal to four percent (4 . 00o) of the delinquent principal and interest. 5 . Princinal and interest and any penalty or premium due hereunder sha�I bz payable at tne principal office of the Lender, or at such cther place as the Lender may designate in writing. 6. �his T�ote is issued by the Authority to provide funds for a Prajec�, as define� in Section 474 .02, Subdivisi.on la, Minnesota Statutes, consisting of the acquisition of real estate, and the construction oi an addition to an existing . office building thAreon, pursuant to a Loan Agreement of even date herewi�'� (L�e ":.,oan Agree:�ent") between the Authority and the St. Paul Cha�,�er of the Ar�erican National Red Cross (the "Borrower") and tnis P1ote is further issued pursuant to and in full compliance with the Constitution and laws of the State of Minnesota, particularly Chapter 474, Minnesota Statutes, and pursuant to a resolution of the Authority duly adopted on tday 20, 1980 {the "Resolution" ) . 7. This Note is secured by an assignment of the Loan Agreement by the Authority to the Lender and a i-iortgage, Security Agree:�ent and Fixt�re Financing Statement, of even date herewitn between The Ar,ierican National Red Cross, a nationally ciiartered corporation, as mortgagor, and the Lender as nortgagee ( the "l,lortgage" ) . Tt�e disburser�ent of the proceeds of this Note is subject to ti�e terms and conditions of the Loan Agree,� ent. 8 . The Lender may eatend the times of payments of interest and/or principal of this Note, including the date of the Final tdaturity Uate, without notice to or consent of any party liable hereon and without releasing any such party. However, in no event may the Final Maturity Date be extended beyond 30 years from the date hereof. 9 • ' 9. The Borrower may prepay this Note, in whole, or in part, at any tiMe, without penalty, and the Lender shall apply any such prepayment against accrued interest due and then against the principal amounts due under the Note in inverse order of �aturity. 10. This Note is further subject to prepayment by the Borrower at any time, without a premium, in whole or in part, upon the occurrence of certain events of damage, destruction or condemnation of the property secured by the Mortgage, as specified in Section 7 . 02 of the Loan Agreement and Section 3-1 of the Resolution or, at the option of the Lender, within 30 days after the Lender receives a notice of a "Determination of Taxability" as t�at term is defined in Section 6.06 of the • Loan Agreement. 11. The monthly payments due under paragraph 1 hereof, shall continue to be due and payable in full until the entire ar.►ount of this Note and accrued interest have been paid regardless of any partial prepay,�ent made hereunder. 12 . As provid�d in the Resolution and subject to certain limitations set forth therein, this �ote is transferable spon `i�e books of the Authority at the office of the SecretGry oi �he Authority, by the Lender in person or by his agent �Lly a��norized in writing, at the Lender' s expense, upon surrer.der hereof Logether with a written instrument of transfer satisfactory to the Secretary oi the Authority, duly e�ecuted by the Ler��er or his duly authorized agen�. Upon such transfer the Secretary of the Au�hority Nill note the date of registration 3nd the na�e and address of the new registered Lender in the registration blank appearing below. The Authority may deen and treat the person in whose name the Note is last re�istered upon the books of the Authority with such registratior. noted on the Note, as the absolute owner hereof, whether or not overdu�, for the purpose of receiving payment of or on the account of this Note, redemption price or interest and for all other purposes, and all such payments so made to the Lender or upon his order shall be valid and effective to satis�y and dis�harge the liabi?ity upon tre Note to the extent of the sum or sums so paid, and the Authority shall not be affected by any notice to the contrary. 13 . All of the agreements, conditions, covenants, provisions and stipulations contained in the Resolution, the t�ortgage and the Loan Agreement are hereby �ade a part of this Note to the same extent and with the sa�e force and effect as if they were fully set forth herein. 14 . This Note and interest thereon and any penalty or premium due hereunder are payable solely from tile revenues and proceeds derived from •the Loan Agreement and the Piortgage and _ 10 - ' do not constitute a debt of the Authority or the City of Saint Paul (the "City") within the meaning of any constitutional or statutory limitation, are not payable from or a charge upon any funds other than the revenues and proceeds pledged to � the payment thereof, and do not give rise to a pecuniary. liability of the Authority or the City or, to the extent permitted by law, of any of its officers, agents or employees, and no holder of this Note shall ever have the right to compel any exercise of the taxing power of the Authority or the City to pay this Note or the interest thereon, or to enforce paynent thereof � against any property of the Authority or the City, and this Note does not- constitute a charge, lien or encumbrance, iegal or equitable, upon any property of the Authority or the City, and the agreement of the Authority to perform or cause the ` performance of the covenants and other provisions herein referred to shall be subject at all times to the availability of revenues or other funds furnished for such purpose in accordance with the Loan Agreenent, sufficient to pay all costs of such perforriance or the enforcement thereof. 15. I� is acxreed th�t time is of the essence oi this Note. In the AVp:Zt of failure by either the Authority or Borrower to pay w'�e:� dse any monthiy installr:ient of principal or interest withir. 3G days a�ter tne due date, or any premium or penalty due hereunder, or if an Event of Default shall occur, as set forth in the Mortyage or the Loan Agreement, then the Lender sha'I ha�e the right and option to declare, upon ten days writt2n no+�ice, the balance of this Note and accrued interest therecn, i�*�ediately due and payable, but solely from sums madp ava�iable Lnder the Loan Agreement and Mortgage. Failure to exercise such option at any time shall not constitute a waiver of the rigtlt to exercise the same at any subsequent time. 16. The remedies of the Lender, as provided herein and in the i�iortgage and the Loan Agreement are not exclusive and shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Lender, and r�ay be exercised as often as occasion therefor shall occur; and the failure to exercise any such rigiit or remedy shall in no event be construed as a waiver or release thereof. • 17. The Lender shall not be deemed, by any act of omission or corunission, to have waived any of its rights or renedies hereunder unless such waiver is in writing and signed by the Lender and, then only to the extent specifically set forth in the writing . A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. 11 � ' 18. This Note has been issued without registration• � under state or federal or other securities laws, pursuant to an exemption for such issuance; and accordingly tlie Note may not be assigned or transferred in whole or part, nor may a narticipation interest in the t�ote be given pursuant to any participation agreement, except in accordance with an applicable exemption from sucll registration requirements. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts and things required to exist, happen and be �erformed precedent to or in the issuance of this Note do exist, have happened and have been performed in regular and due form as required by law. II� wIl'NESS WHEREOF, the Authority has caused this Note to be duly executed in its nane by the manual signatures of the President and Secretary and has caused the corporate seal to be aiiixed hereto, and has caused this Note to be dated May�, 198G . PORT AUTHORITY OF THE CITY OF SAINT P OTA \ . % � L%,ira � e iden B ' � c�� Y � �'`�s�� Secretary (SEAL) 12 � �af���;� PROVISIONS .AS TO REGISTRATION The ownership of this Note and the interest accruing thereon is registered on the books of the Port Authority ot the City of Saint Paul in the name of the holder last noted below. Date of Name and address Signature of - Registra•tion Re�stered Owner Secretary Signal Hills State Bank 100 Signal Hills j4'est Saint Paul, Minnesota 55118 13 2-2. The Note. The Note shall be dated as of the date of its delivery to the Lender and shall be payable at the times and in the. manner, shall bear interest at the rate , and shall be subject to such other terms and conditions as are set forth therein. 2-3. Execution. The Note shall be executed on behalf of the Authority by the �anual signatures of its President and Secretary and shall be seaTed with the seal of the Authority. In case any officer whose signature shall appear on the Note shall ceas� to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the sa�e as .if he had remained in office until delivery. 2-4 . Del iver� of Note. Before delivery of the Note there shall be �filed with the Authority (except to the e�tent waived by the Authority) the fol�owing ite�as: (1) an executed co�oy of each of the following documents: (A) t:�e Loan Agreement and Assignment of the Loan Agreer�ent; and � (B? the .'•i�rtgage; (2 ) determination from the Internal Revenue Service that the Borroy�er is. an exenpt organization within the r�eaning of Section 501 (c) ( 3) of tr,e Internal Revenue Code; (3} an opinion of Counsel for the Borrower in scope and substance satisfactory to Bond Counsel as to the authority of the Borrower to enter into the transaction and other related natters; (4 ) the opinion of Bond Counsel as to the validity and tax exempt status of the Note; � (5) such other docuMents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (4) above or that either the Authority or the Lender may require for the closing. 14 2-5. Issuance of New Notes. Subject to the provisions of Section .2-9, the Authority shall, at the request and expense of the Lender issue new notes, in aggregate outstanding principal amount equal to that of the Note surrendered, and of like tenor except as to number, principal amount, and the amount of the monthly installments payable thereunder, and registered in the name of the Lender or such transferee as may be designated by the Lender. 2-6. Registration of Transfer. The Authority will cause to be kept at the office of the Secretary of the Authority a Note Register in which, subject to s�ch reasonable regulations as it may prescribe, the Authority shall provide for the registration of transfers of ownership of the Note. The Note shall be transferable upon the Note Register by trA Lender in �erson or by its agent duly authorized in writi�g, upon surrender of the Note together with a written instrumen` �f transfer satisfactory to the Secretary of the A�thcri�v, �uiy executed by tne Lender or its duly auth�rize� agent. �T�cn such transier the Secretary of the Author?ty sha?1 ncte �he date of registration and the name and address ot the new Lender in the Note Register and in the registration �lank appearing on the Note. 2-7 . _Mutiiated, Lost or Destroyed Note. . In case any ��ote issued hereunder shall Aecome mutilated or be aes'troyed or lost, the Authority shall, if not then prohibited by law, cause to be executed and delivered, a new Note of ?ike outstanding principal amount, number and tenor in exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for such ilote destroyed or lost, upon the Lender's paying the reasonable expenses and charges of the Authority in connection therewith, and in the case of a Note destroyed or lost, the filing with the Autnority of evidence satisfactory to the Authority that such Note was destroyed or lost, and furnishing the Authority with indemnity satisfactory to 'it. If the mutilaters, destroyed or lost Note has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Note prior to payr*ient. 15 2-8. Ownership� of Note. The Authority may deern and treat the person in whose name the Note is last registered in the Note Register a�d by notation on the Note whether or not such Note shall be overdue, as the absolute owner of such Note for the purpose of receiving payment on account of the Note, its redemption price or interest and for all other purposes whatsoever, and the Authority shall not be affected by any notice to the contrary. � 2-9. Limitation on Note Transfers. The Note has been issued without registration un�der state or other securities laws, pursuant to an exemption for such issuance; and accordingly the Note may not be assigned or transferrea in wnole or part, nor may a participation interest in the �ote be given pursuant to any participation agreement, except in accordance with an applicable exemption from such registration requirements. 16 - � ARTICLE THREE � ,�, ar� ��e����<�� r'UNDS �AND ACCOUNTS 3.-l. Construction Fund. . (1) The proceeds of the sale of the Note shall be deposited in the special separate Construction Fund hereby established and shall be used and withdrawn Uy the Authority only as provided in the Loan Agreement. (2 ) Any balance remaining in the Construction Fund at Completion Date, unless held therein for future payment, as provided in the Loan AgreeMent, shall be used to pre-pay the Note. ( 3 } Zf an Event of Default should occur under the Loan Agreement 'the Authority riay, but is not required to use any sums in the Cons�ruction Fund to cure the default. 3-2 . ITvestr�ent by Authority. (1) t�ioneys ne?d for the credit oi the Construction Fund establishe� by Se��ion 3-I shall, to the extent practicable and perrtitted by �he Act, be invested as receivea and reinvested by the AL'tllGii�y in sucn securities as are autllorized by law, after taking int� consideration any recomriendation made by the Borrower. The Au�hority shall sell and reduce to cash funds a sufficient partia;? of investments under the provisions of this Section whenever the cash balance in the Construction Fund is insuiiicient fcr its current requirer�ents. ( 2 ) Nothing herein shall prevent the commingling of funds in bank deposit accounts or in investMent accounts, to the extent deter:nined by the Authority to be necessary or desirable; provided, however, that accurate records shall be kept at° all times showing the proportion of income from investments properly attributable to each fund and account, and such income shall be credited on tne books of the Authority to tne fund or account f rom whicn tne investment was rnade. Any loss resulting from such investment shall be charged to the Fund froM �-ahich the investnent was r�ade. 17 ARTICLE FOUR � REDEMPTION OF NOTE BEFORE MATURITY 4-1. Reder�pti.on. (1) In the event of (a) damage to or destruction of the Project or conder�nation of the Project or any part thereof and (b) if Borrower does not elect to restore the Project pursuant to Section 2. 04 of the Mortgage, the Note shall be subject to � prepaynent by the Authority from funds furnished by the Borrower at the time, to the extent and in the Manner set forth in Section 7. 02 of the Loan Agreement. (2) The Note may be otherwise prepaid in accordance with the provisions of the Note . 4-2. Termina.tion of Interest. Upon deposit of the redemption price or any prepay- ment with tl�e Lender,- the principal amounts prepaid shall, after such dat2, ce�se to bear interest. • 1$ � ARTICLE FIVE GENERAL COVENANTS 5-1. Payment of Principal and Interest. The Authority covenants that it will promptly pay or . cause to be paid the principal of and interest on the Note at the plac�e, on the dates, from the source and in the manner provided herein and in the yote. The principal and interest are payable solely from and secured by revenues and proceeds derived from the Loan Agreement and the Piortgage, which revenues and procee�s are hereby specifically pledged to the payment thereof in the manner and to the extent specified in the Note, the Loan Agreement and the i�iortgage; and nothing in the Note or in this Resolution shall be considered as assigning, pledging or otherwise encumbering any other funds or assets o�' t;e Au�hority. 5�-2. Perrorr;ance of and Authority for Covenants. -The _tiu�hority covenar.ts that it will faithfully perform at a�i ti:-��s a:�y and all covenants, undertakings, , stipulations ar.d provisions contained in this Resolution, in the Note exec�sted, authenticated and delivered hereunder and in all proceeding� o` the Authority pertaining thereto; that it is duly autnoriz2d uncer the Constitution and laws of the State of Minnesota includ�ng �articularly and without limitation the Act, to issse the Note authorized hereby, pledge the revenues and assign the Loan Agreement in the manner and to the extent� set forth in this Resolution, the Note and the Loan Agreement and Assignment ef Loan Agreement; that all action on it,s nart for the issuance of the Note and for the execution and delivery thereof has been duly and effectively taken; and that the Note in the hands of the Lender is and will be a valid and enforceable obligation of the Authority according to the terms �hereof. 5-3. Enforcement and Performance of Covenants. The� Authority agrees to enforce all covenants and obligations of the Borrower under the Loan Agreement and to perform all covenan�s and other provisions pertaining to the Authority contained in the Note and the Loan Agreement. • lg • - 5-4. Nature of Security. Notwithstanding anything contained in the yote, the • Mortgage, the Loan Agreement or any other document referred to in Section 2-4 to the contrary, under the provisions of the Act the Note may not be payable from or be a charge upon any funds of the Authority or the City other than the revenues and proceeds pledged to khe payment thereof, nor shall the Authority or the City be subject to any liability thereon, nor shall the Note otherwise contribute or give rise to a pecuniary liability of the Authority or the City or, to the extent permitted by law, any of the Authority' s or the City' s officers, employees anc� agents. No holder of the Note shall ever have the right to compel any exercise of the taxing power of the Authority or the City to pay the Note or the interest thereon, or to enforce nayment thereof against any property of the Authori"ty or the City; and the Note shall not constitute a charge, lien or encu�brance, legal or equitable, upon any property of the A��t�cri�y or the Ci�y; and the iVote shall not constitutP a �ebt of �h2 City within the meaning o£ any constitutiehal or statltory limitation; but nothing in the Act impairs the righ ts of the Lender to enforce the covenants made for the security �?:ereof� as provided in this Resolution, the Loan Agreement, th� �iortgage and in the Act, anc7 by authority of the Act tne Authority or the City has made the covenants and agreer�en ts herein for the benef i t of the Lender; prov ided tha t in a:�y event, the agreem�nt of the Authority to perform or enforce the cover.ants and other provisions contained in the Note and the LO�I1 y^iee�►ent shall be subject at all times to the availabilitv of reven�es under the Loan Agreement sufficient to p�y all costs of such nerformance or the en- � , forcement thereof, and the Authority shall not be subject to any personal or pecuniary liability thereon. 5-5. Compliance With Arbitrage Restrictions. The Authority acknowledges that the Loan Agreement is an "acquired purpose obligation" within the meaning of the federal arbitrage regul.ations currently in effect ( the "Regulations" ) ; and the Authority hereby accordingly covenants to restrict the yield on the Loan Agreement to a yield not� in excess of the yield per�� itted under the Regulations and, if necessary to prevent tne Note from becoming an arbitrage bond, to restructure the payments required to be made under the Loan Agreement in order to comply with such yield restrictions in a manner consistent with the Authority' s covenants under this Resolution. The Authority hereby finds, determines and covenants that the Loan Agreement, together with all other 20 � revenue agreements heretofore or hereafter entered into by the �Authority and deemed to be "acquired purpose obligations , " (collectively "Acquired Purpose Contracts" ) , carry out and shall continue to carry Qut a program of econamic development within the City which is a "governmental program" within the meaning of Section 1.103-13 (h) (2) of the Regulations, and that: (1 ) said program of the Authority involves and shall continue to involve acquisition of Acquired Purpose Contracts; (2 } at least 90 percent of all such Acquired Purpose Contracts acquired under the program, by amount of cost outstanding, are and shall continue to be evidences of Ioans to be made to a combination of a substantial number of persons representing the general public, loans to exempt persons within the meaning of Sec tion 501 (c) (3) of the In ternal Revenue Code, and loar.s 'to provide housing and related facilities; (3) at least 90 �ercent of all of the amounts received by the Authority wi'ch respect to such Acquired Purpose Contracts acquired undzr L'ne prcgram are or st;all continue to be used for one �or more of L�?e Tol?owing purposes: to pay the principal or interest cr ocherwis� to .service the debt on bonds or notes of the Authority relating to the governmental program; to , rei�nburse t�e AuLhori�y or to pay, for administrative costs of issuing such bonds or notes; to reimburse the Authority, or to pay, for ad:,�inistrative and other costs and anticipated future losses direc�.�j� r�la�ed to the program financed by such bonds or notes; to �a}:e ac�d�tional loans for the same general purposes s�e�=iied in such program; or to redeem and retire such bonds or notes at the next earliest nossible date of . redemption; and ( 4) 'the program documents require that any person (or any related person, as defined in Section 103 (b) (6) (C) of the Internal Revenue Code) with whom the Authority may, under the progran, enter into an Acquired Purpose Contract shall not, pursuant to an arrangement, formal or informal, purchase bonds or notes of the Authority in an amount related to the amount of • the loan of bond or note proceeds from the Authority evidenced by the Acquired Purpose �ontract; . unless and to the extent that Bond Counsel determines that all or any of t1�e foregoing requirements need not be met for purposes of preventing any bonds or notes of the Authority fror� beconing arbitrage bonds. 21 � . � ARTICLE SIX MISCELLANEOUS 6-1. Severability. If any provision of this Resolution snall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not hav� the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to a�y extent whatever. The invali�ity of any one or more phrases, sentences, clauses or paragraphs in this Resolution contained snall not affect the remaining portions of this Resoluticn or a�j� nart thereof. . 6-2. Au�hen�ication of Transcript. The of���ers of the Authority are directed to furnish to Bond Counsel certi�ied copies of this Resolution and all documents referrA� �o herein, and affidavits or certiiicates as to all etrer matters �hich are reasonably necessary to evidence the vali�ity of t�e �+o�e. All such certified copies, certificat�s and a�fidavits , including any heretofore furnished, s�all constitute recitals of the Authority as to the correctness of ail statements contained therein. . 6-3. Registration of Resolution. � The Secretary of the Authority is authorized and directed to cause a copy of this Resolution to be filed with the County Auditor of Ramsey County, and to obtain from said County Auditor a certificate that the Note as a bond of the Authority has been duly entered upon nis b�r�� register. 6-4. Authorization to Execute Agreements. � The for�s of the proposed Loan Agreement, the Assignment of Loan Agreement and the Mortgage are hereby approved in substantially the form heretofore presented to the Authority; and the President and Secretary of the Authority are authorized to execute the Loan Agreement a�d the Assignment of Loan Agreement in the name of ana on behalf of the Authority and such other documents as Bond Counsel consider appropriate in connection with the issuance of the Note. In the event of 22 the absence or disability of the President or the Secretary such officers of the Aurhority as, in the opinion of the Attorney for the Authority, may act in their behalf, shall ��ithout further act or authorization of the Authority do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. 6-5. Effective Date. � Notwithstanding any other provisions herein to the � contrary, the provisions of this Resolution shall not be effective until ( i) the City Council has, pursuant to Laws of Minnesota, 1976, Chapter 234, has consented to the issuance of the revenue bonds herein contemplated and ( ii) the Commissioner of Securities has, pursuant to Minn. Stat. �474-: 01, Subd. 7 (a) , given approval to the Project. For such purpose, the Executive Vice Presiden't of the Au�hority is hereby authorized and directed to forward to the City Council and the Commissioner of Securities c�pies o� this Resolution and any additional availab_le infor,naticr �hat either the City Council .or Commissior,e� o.f Secar?�ies may req_uest. ��opte3: i'I�y 20, 1980 U,f,.,� Preside f ttze Po t uthority of th i ty of Sa in t Paul Attes � ' a�I/��'��I S re tary • 23 L`�'' . ,� � . . �� � ' OM Ol : 12/197b . ' - Rev. : 9/8/7�5Q�� ; . EXPLANATION OF ADMINISTRATIVE OROERS, RESOLUTIONS, AND ORDINANCES Date� May 20, 1980 � T0: MAYOR ORGE LATIMER � ; FR: Eugene . � . • RE: AMERICAN NATIONAL RED CROSS �E C E 1 V E D $1,500,000 TAX EXEMPT MO RTGAGE MAY 2 2 1980 �IA�t'S Of�lCE ACTiON REQUESTED: • . � In accordance with the Laws of Minnesota, Chapter 234, it is requested that the � City Council, by Resolution, a draft copy of which is attached hereto, approve the issuance of approximately �1 ,500,000 in a tax exempt mortgage for the purpose of construc�ing a new 28,000 Sq. Ft. addition for American National Red Cross on � � the Sauth side of their existing building located at 100 South Robert Street � which is used as a regional blood center. In order to accanmodate the expansion . � they wish to purchase an additional 29,751 Sq. Ft. site to provide �ore off-street � parking and offset the loss of a portion of their existi;ng parking by the expa�►sion. $ � . ; � . � ; , PURPOSE AND RATIQNALE FOR THIS ACTION: � The purpose of the tax exempt mortgage is to finance the construction of a 28,000 Sq. Ft. addition for American National Red Cross on the sauth side of their existing building which they use as a regionai °blood center, The pro�ect should.increase employment by 15 people. A7TACHMENTS: Staff inemorandum . Draft City Council Resolution Port Authority Resolution No. 1651