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275296 WMITE - CITV CI.ERK COUIICll �5�� PINK - FINANCE GITY OF SAINT PAUL CAf�IARV - DEPARTMENT File NO. BLUE - MAVOR cil Resolution Presented By Referred To Committee: Date Out of Committee By Date WHEREAS: 1. On July 15, 1980, the Port Authority of the City of Saint Paul adopted Resolution No. 1680 giving preliminary approval to the issuance of approximately $6,000,000 in industrial park revenue bonds to permit.us to fulfill our commitment to partici pate in the developr�nt costs of Energy Park. The issue would provide $5,000,000 in capital for land acquisition and other costs and refund $1 ,000,000 in bonds previously issued. 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 law; 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 for the purposes described in the aforesaid Port Authority Resolution No. 1680, 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 d�termined by the Port Authority, pursuant to resolution adopted by the Port Authority, and the City Council hereby authorizes the issuance of any additional bonds (including refunding bonds) by the Port Authority, found by the P-�rt Authority to be necessary for carrying out the purposes for which the aforesaid bonds are issued. COUNC[LMEN Yeas Nays Requested by Department of: B tle 1 � H z �evine In Favor Maddox //) Levi e McMahon `� Against BY -- Mad x ��.. Tede co S� JUL 17 19_8� Form APP�a° y ty Attor ey Ado by ouncilW� °� Date ertified as• nc� Se etary BY t�pprov AQavor. _ ��_ Appr y Mayor Eor Su is on t Councjl By . B �l�6uSHED J U L 2 6 1980 i . • � � OM Ol : 12/1975 � .� • Rev. : 9/8/76 EXPLANATIQN OF ADMINISTRATIVE QRDERS,. RESOLUTIONS, AND ORDiNANC�� 52�6 , Date: July 16, 198Q TQ: MAYO GEORGE LATIMER � FR: E. A. K St. Paul ; Port Authority � ' RE: ST. P UL ENERGY PARK $6,000,000 INDUSTRIAL PAt�CREVENUE BONDS RCTION REQUESTED: • In accordance with the Laws of MinnesQta, Chapter 234, it is requested that the City Council,by Resolution, a draft copy of which is attached hereto, approve the issuance of approximately $6,000,000 in i�ndustrial park revenue bonds to permit us to fu]fil'1 our commit�nt to participate in the development costs of Energy Park. • ;�, 1 PURPOSE AND RATIONALE FOR THIS ACTION: � � The purpose of th� bond issue is to permit us to fulfill our commitment to participate in the development costs ,f Energy .Park. The issue would provide $5,000,000 in capital for land acquisition and other costs and refund $1 ,000,000 in bonds previously issued. ' � ATTACHMfNTS: Staff inemorandum : Draft City Council Resolution Port Authority Resolution No. 1680 ., . .. _. �- aM o� : �2��9�� . �_ � :- , . .�;.�. �� =��: � � _ � Re �,$;�-�, `� � v. : ' r+w��'��.�� ' ` �� ..�; EXPLANATION OF ADMINISTRATIVE ORDERS, ; . ; '+ ._ .: ,,: �.. ;. � .. _ `�` RESOLUTIONS, AND -0RDINANCES . _.n . .-. �_... .. _ _ _ . Date: July 16, 1980 : ,...- .. . T0: MAYO GEORGE LATIMER ' FR: E. A. K ��^Paul - Port Authority ' � RE: ST. P UL ENERGY PARK $6,000,000 INDUSTRIAL PARKREVENUE BONDS 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 $6,000,000 in industrial park revenue bonds to permit us to fulfi]�1 our commitment to participate in the development costs of Energy Park. - PURPOSE AND RATIONALE FOR THIS ACTION: � The purpose of the bond issue is to permit us to fulfill our commitment to participate in the development costs of Energy .Park. The issue would provide $5,000,000 in capital for land acquisition and other costs and refund $1 ,000,000 in bonds previously issued. ATTACHMENTS: Staff inemorandum � Draft City Council Resolution Port Authority Resolution No, 1680 WNIT£ - C�TY CIEiiK � �� CO11flC1I . P�"K - `�N�N`E GITY OF SAINT PAITL ��,NARY - OEPI.RTMEN�T -�- �� . Flle NO. . BI.UE - M/�YOR . , , . ; Co�ncil Resolution : Presented By � Referred To Committee: Date Out of Committee By Date WHEREAS: . 1. On July 15, 1980, the Port Authority of the City of Saint Paul adopted Resolution 000 OQO in No. 168Q giving preliminary approval to the issuance of approximately $6, , industrial park revenue bonds to permit.us to fulfill our commitment to partici pate in the development costs of Energy Park� The issue would provide $5,000,000 in capital for land acquisition and other costs and refund $1 ,000,000 in bonds previously issued. 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 law; 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 Cauncil hereby consents to the issuance of the aforesaid revenue bonds for t�he purposes described in the aforesaid Port Authority Resolution No. 1680, 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 b� determined by the Port Authority, pursuant to resolution adopted by the Port Authority, and the City Council hereby authorizes the issuance of- any additional bonds (including refunding bonds) by the Port Authority, found by the P--0rt Authority to be necessary for carrying out the purposes for which the aforesaid bonds are issued. COUNCIL'VIEN Requested by Department of: Yeas Nays Butler fn Favor Hozza � Hunt BY I,evine _ A gai nst Maddox Showalter Tedesco F orm A pproved by City Attorney Adopted b�� Council: Date Certi(ied Passed by Council Secretary By B�: Approved by Mayor for Submission to Council Approved by :Na•vor. Date — By By — P O R T ��;?�� AUT .HORITY � " �'��:a� � OF THE CiTY OF S7. PAUI � Memorondum TO: Board of Commissioners DATE July 15, 1980 FROM: E. A t SUBJECT: SALE OF $6,000,000 INDUSTRIAL PARK REVENUE BONQS ST. PAUL ENERGY PARK RESOLUTION N0. 1680 The Energy Park project has received approval of the first phase funding from the Department of Housing and Urban Development (HUD�) through a UDAG grant in ttie amount of $12,082,000. We have also been advised that the Economic Development Agency (EDA) will fund �5,000,000 in fiscal year 1981 which commences next October 1 . The Port Authority previously issued �1 ,000,000 in industrial park revenue bonds at a rate of 9.2%. To fulfill our commitment to participate in the development costs of Energy Park in an amount up to $6,000,000, we are proposing to issue $6,000,000 in bonds which will provide $5,000,000 in capital for land acquisition and other costs and refund the �1 ,000,000 previously issued. A sale of these bonds has been negotiated with the First National Bank for a 2-year term at a 6.5% interest rate and a discount of one point. This is a private placement. Extensive contacts were made with potential buyers, including other local banks, and it is staff's opinion that the rate is appropriate for the current market conditions . Staff recommends approval of the sale. EAK:jmo i � RESOLUTION N0. 1680 SUPPLEMENTAL BOND RESOLUTION NO. 1580 $6, 000 , 000 INDUSTRIAL PARR BOND ANTICIPATION NOTES, SERIES 2 AND 3 PORT AUTHORITY OF THE CITY OF SAINT PAUL Adopted: July 15, 1980 .: � . ' - SUPPLEMENTAL BOND RESOLUTION ' BE IT RESOLVED -�by the Port Authority of the City of _ Saint Paul that Special Resolution No. ].270 is supplemented to read as follows: ARTICLE ONE �EFINITIONS, LEGAL AUTHORIZATION AND FINDINGS I-1 . Definitions. Ang terms defined in Special -- __ Resolution No. 1270 shall have the same meanings when used herein as assigned them in Special Resolution No. 1270 unless the context or use thereof shall require otherwise. In addi- tion, the terms hereinafter set forth, uniess the context or use thereof shall require otherwise, shall have the following meanings; Ac uisition and Construction Fund: the �und described in Section 3- o this Bond Reso ution to which the proceec3s of the Series 2 Note, except for any accrued interest and capitalized interest, are appropriated; Act: the relevant provisions of Minnesota Statutes, Chapter 458, 474, 475 and all amendments and supplements there- to, . AUTHORITY: the Port Authority of the City of Saint Paul, and any successor public corporation; . Bond Counsel: the firm of Briggs and Morgan, Pro- fessional Association, of St. Paul and Minneapolis, Minnesota, or any other attorney designated by the AUTHORITY, duly � admitted to practice law before the highest court of any State and nationally recognized in the field of municipal finance, and any opinion of Bond Counsel shall be a written opinion of such Counsel; � Bond Fund: the fund established under Special . Resolution No. 1270 f rom which the principal of and interest of the Notes and Bonds and other Revenue Bonds are payable; Bond Resolution: this resolution of the AUTHORITY adopted July 15, 1980, as a supplement to Special Resolution No. 1270, as amended, pursuant to which the Note is authorized to be issued; and all references in this instr�nent to designated "Articles, " "Sections" and other subdivisions are to the designated Articles, Sections and subdivisions of this � � �, 1�¢"f�6�,�?� instrument as originally executed, ana the words "herein, " "hereof" and "hereunder" and _other words of similar import refer to this resolution as a whole and not to any particular � Article, Section or subdivision; Bonds: the Port Authority of the City of Saint Paul Revenue Bonds, in anticipation of which the Notes either have been or are to be issued by the AUTHORITY; City: the City of Saint Paul; Cost: any of the cost items payable from Series 2 Note procee�cs -(including interest thereon) as provided in - _ Section 3-1, sometimes collectively referred to herein as Cost of the Project; � Energy Park Pro�.ect: the land and any other ease- ments and rights described in Exhibit A attached hereto, and the street improvements, utilities and clearance and other site improvements to be constructed and installed thereon and therein by the AUTHORITY, the City of Saint Paul or any other person; Escrow Agent: , The First National Bank of Saint Paul; Escrow Agreement: the Agreement between the AUTHORITY and the Escrow Agent providing for the refunding of the Series I Note; Escrow Fund: the fund created by Section 3-3 of this Bond Resclution to which the proceeds of the Series 3 Note are appropriated; Note: collectively, the Series 2 Note and Series 3 Note, both of which are issued by the AUTHORITY pursuant tb , this Bond Resolution; Note Closing: the date on which there is delivery of and payment for the Note; . • Notes: collectively, �any of the notes issued to finance the Energy Park Project in anticipation of the issuance of the Bonds; � Placement Aqreement: an agreement between the AUTHORITY and Miller & Schroeder Municipals, Inc. , providing for placement of the Notes; Project: that portion of the Energy Park Project that is payable from the proceeds of the Series 2 Note ( irclud- ing interest thereon) under Section 3-1; 2 Purchase Aqreement: the Agreement between the ' AUTHORITY and the Purchaser providing for the purchase of the Notes from the AUTHORITY; Purchaser: The First National Bank of Saint Paul; Revenue Bonds: the Bonds, and all other revenue bonds and notes heretofore or hereafter issued pursuant to Special Resolution No. 1270 and made payable from the Bond Fund; Series 1 Note: the $1,000,000 Port Authority of the City of Saint Paul Industrial Park Bond Anticipation Note, Series l dated December I5, 1979, issued by the AUTHORITY pursuant to Supplemental Bond Resolution No. 1584; Series 2 Note: the $5, 000, 000 Port Authority of the City of Saint Paul Industrial Park Bond Anticipation Note, Series 2, dated July 1, 1980, issued by the AUTHORITY pursuant to this Bond Resolution; Series 3 Note: the $1,000, 000 Port Authority of the City of Saint Paul Industrial Park Bond Anticipation Note, Series 3, dated July l, 1980 issued by the AUTHORITY pursuant to this Bond Resolution for the purpose of refunding the Series 1 Note; Special Resolution No. 1270: Resolution No. 1270 of the AUTHORITY adopted November 1, 1977, as amended by Resolu- tion Nos. 1276, 1304 and 1583 of the AUTHORITY adopted respect- ively on November 22, 1977, February 14, 1978 and December 18, 1979, and all other amendments thereto, pursuant to which a Bond Fund has been established and basic authority has been provided for the issuance of the Revenue Bonds, including the Notes �and the Bonds; 1-2 . Legal Authorization. The AUTHORITY is a body corporate and politic organized and existing under Minnesota Statutes, Chapter 458 , as amended, and is a redevelopment agency within the meaning of Minnesota Statutes, Chapter 474, as amended, and is entitled under Laws of Minnesota, 1971,. Extra Session, Chapter 35, Section 9, to exercise any of the powers granted in Chapter 474 in order to further the purposes and objects of Chapter 458, and is authorized under said laws to initiate the Project herein referred to, and to issue and sell bonds for that purpose in the manner and upon the terms 3 � and conditions set forth in the said Chapters 474 and 458, and this Bond Resolution, in order to redevelop marginal land and help accomplish all of the other purposes and objects of Chapter 458 without regard to any limitation on projects set forth in Chapter 474. � 1-3. Findings. The AUTHORITY has heretofore deter- mined, and does hereby determine, as follows: 1. the AUTHORITY has by its Supplemental Bond Reso3ution No. 1584, dated December 18, 1979 authorized the issuance of Bonds in the amount of $6,000,000 in anticipation of which the Series 1 Note has been heretofore authorized and issued; the Note herein is authorized and add itional notes are to be authorized in subsequent supplemental resolutions; 2. an economic development district (tne "District" ) has heretofore been established in accordance with Section 458 .191 of the Act to include that part of the Energy Park Project that may be financed from the proceeds of the Note, and it has accordingly been determined, and it is hereby determined that � — said land constitutes marginal land within the meaning of Section 458 .191, Subdivision 4 , of the Act; 3. �the AUTAORITY is authorized by the Act to acquire said marginal land and improve and finance the same for the public purposes expressed in the Act; 4. the AUTHORITY has made the necessary arrangements for the establishment within the District of that part of the Energy Park Project that may be financed from the proceeds of the Series 2 Note, consisting of certain property to be used in connection with the operation of revenue-producing enterprises contemplated by Minnesota Statutes, Chapter 458, which property will be of the character and accomplish the purposes provided , by the Act, as hereinabove stated, including but not limited to the redevelopment of marginal land; 5. in authorizing the �Energy Park Project the AUTHORITY ' s purpose is, and in its judgment the effect thereof will be, to promote the public welfare by: •the attraction, encouragement and development of economically sound commerce and industry so as to redevelop marginal land and prevent, so far as possible, additional blighted and marginal lands and areas or chronic unemployment and the emergence of such lands and areas, the development of commerce and industry to use the available re- sources of the community in order to retain the benefit of the 4 community's existing investment in educational and public ' � service facilities and to halt the movement of talented, educated personnel of mature age to other areas, thus preserv- ing the economic and human resources needed as a base for providing governmental services and facilities; the provision of accessible employment opportunities for residents in the area; and the expansion of an adequate tax base of Ramsey County and the City of Saint Paul to finance the increase in the amount and cost of governmental services, including educational services for the School District of the City; 6. the amount estimated to be necessary at this time to finance the Cost of the Project, including the _costs and � estimated costs permitted by the Act, will require the � issuance, sale and delivery of the Series 2 Note in the principal anzount of $5,000,000 as hereinafter provided; 7. the Series 3 Note is authorized for the purpose of refunding the Series I Note which is due December 15, 1980 , and the amount estimated to be necessary at this time to accomplish such purpose will require the issuance, sale and delivery of � the Series 3' Note in the principal amount of $1,000,000; 8. it is desirable, feasible and consistent with the objects and purposes of the Act and Special Resolution No. �1270 to issue the Note for the purpose of providing immediate funds for acquiring and improving the Project and, on or before the maturity of the Note, to issue the Bonds in the amount required to discharge the Note; 9 . the Note, and the interest thereon, does not consti-. tute an indebtedness of the AUTHORITY or the City of Saint Paul within the meaning of any constitutional or statutory limita- tion and does not constitute nor give rise to a pecuniary liabi�ity of the AUTHORITY or the City or a charge against their general credit or. taxing powers and neither the full faith and credit nor the taxing powers of the AUTHORITY or the City is pledged for the payment of the Note or interest thereon; 10. the acguisition of and improvement to the Project, the issuance and sale of the Note, the execution and delivery of the P�lacement Agreement, Purchase Agreement and Escrow Agree- ment, and the performance of all covenants and agreements of S � � ��:�� , :' e��;`:,:�.. the AUTHORITY contained in said agreements, Special Resolution No. 1270 and the Bond Resolution and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Note a valid and binding obligation of the AUTHORITY in accordance with its terms, are authorized by the Act, Special Resolution No. 1270 and this Bond Resolution; 11. if the Note is an industrial development bond within the meaning of Section 103 (b) of the Internal Revenue Code, it _ qualifies within the exemption provided under Section 103 (b) (5) of the Code with respect to an industrial park and/or the resi- dential housing exemption provided under Section 103 (b) (4 ) (A) of the Code; provided that the AUTHORITY also reserves the right to qualify the Note under subparagraph (D) of Section 103(b) (6) o€ the Code wittr respect to the $10,000,000 small issue exemption; and provided further that nothing herein shall prevent the AUTHORITY from hereaf ter qualifying the Note (or only the Series 2 Note or Series 3 Note) under a different exemption if, and to the extent, such exemption is permitted by law and consistent with the objects and purposes of the Act; 12. the Purchaser has offered to purchase the Note in accordance with the terms and conditions of the Purchase Agree- ment and this Bond Resolution. 6 � � ARTICLE TWO • . � . THE NOT£ 2-1. Special Resolution No. 1270 . The Note shall be issued, secured, executed and authenticated under the pro- visions of Special Resolution No. 1270, except as otherwise pro- vided in this Bond Resolution, and all applicable terms, covenants and conditions container7 in 5pecial Resolution No. i270 are hereby incorporated into and made a part of this Bond Resolution the same as if said terms, covenants and conditions were set out herein in their entirety. 2-2. Authorized Amount and Form of Note. The Series 2 and Series 3 Notes issued pursuant to this Bond Resolution shall be in substantially the fortas set forth herein, with such appropriate variations, omissions and insertions as are permitted or required by this Bond Resolc�tion, and in accordance with the further provisions of this Article, and the applicable provisions of Special 'x'.Psolution No. 1270. The total principal amount of the Notes that may be outstanding . hereunder is• expressly limited to $6, 000,000 . Said Notes shall be in substantially the following form: 7 � The Note, in whole but not in part, is- subject to man- datory redemption and prior payment at par and accrued interest at any time in the event that the Port Authority should deter- mine, upon advice of its bond counsel, that such prepayment is required in order to prevent the interest on the Note or any other notes or revenue bonds of the Port Authority from becom- ing subject to federal income taxation. At least 15 days prior to the date on which the Note is redeemed in advance of maturity, the Port Authority will cause notice of the call thereof for redemption to be mailed to the Bank (or its assign) . '.The Note upon being so called for redemption will cease to bear interest on the specified redemption date, provided funds for its redemption have been duly deposited. - This Note is issued pursuant to and in full_ compli- ance with the Constitution and laws of the State of Minnesota, particularly Chapters 458, 474 and 475, Minnesota Statutes, and pursuant to resolutions adopted and approved by the Port Authority, which resolutions authorize the issuance, execution and delivery of this Note as special obligations payable solely from the proceeds of the Bonds and other sums held � in the Port � Authority' s Special Revenue Bonds Bond Fund, as-hereinafter more fully set forth. The Port Authority has covenanted to exercise its . � best efforts to issue the Bonds pursuant to Special Resolution No. 1270 , as amended, in such amount as is required to fully discharge the Note and any other Notes hereafter issued in anticipation of said Bonds; and the net proceeds of the Bonds are pledged exclusively for the -payment of the Note and such other notes. In addition, the Note together with certain Revenue Bonds of the Port Authority which may from time to time hereafter be issued by the Port Authority, are secured by and payable from the balance of periodic payments (said balance hereinafter called Special Net Revenues) which the Port � Authority is entitled to receive on account of certain revenue producing facilities owned and leased or operated or otherwise financed by the Port Authority, after appropriating that por- tion of said payments which constitute Available Net Revenues to (a) a bond fund established for other Port Authority revenue bonds which are entitled to a prior lien on said payments and (b} thereaf ter to the payment of any unfunded operating expenses of the Port Authority. The estimated collection of said Special Net Revenues, together with the proceeds of the Bonds , exceeds the amount required to pay when due the principal of and interest on the Note. The Note, together with 9 UNITED �TATES OF AMERICA STATE OF MiNNESOTA COUNTY OF RAMSEY PORT AUTSORITY OF THE CITY OF SAINT PAOL • � $5,000,000.00 INDTJSTRIAL PARK BOND ANTICIPATION NOTE, SERIES 2 . HI�TO�W ALL MEN BY THESE PRESENTS that the Port Authority of the City of Saint Paul (herein called "Port Authority" ) , Ramsey County, Minnesota, a body corporate and politic, for value received hereby promises to pay to the order of The First National Bank of Saint Paul, in St. Paui, Minnesota (the "Bank" ) , or its assign, but solely from the proceeds of Special Revenue Bonds (the "Bonds" ) in anticipation of which the Note is issued or from other sums held in the Port Authority' s Special Revenue Bond Fund, the principal sum of FIVE MZLLION DOLLARS on the first day of September, 1982 or if this Note is required to be� prepaid as stated below, on a prior date on which it shall have been duly called for redemption, and to pay interest on said principal sum solely from said fund . at the rate of �_ .( $ ) per annum from the date hereof until the principa� sum is paid or until this Note is duly discharged, interest being payable on March 1, 1981 and semiannually there af ter on September 1 and March 1. Both principal and interest are payable at the principal office of the Bank (or its assign) or such other place as the Bank (or its assign) may designate , in writing, in any coin or currency of the United States of America which on the respective dates of payment is legal _ tender for public and private debts. ThiS Note is issued by the Port Authority to provide immediate funds for� the purposes for which the Bonds are authorized, in anticipation of permanent financing by the Bonds, in accordance with Special Resolution No. 1270 , as amended, and Supplemental Resolution No. 1680, duly adopted by the Port Authority, setting forth the terms and conditions upon which the Note is issued and describing the security therefor. � 8 - • any other Special Revenue Bonds which may hereafter be issued and made payable from the Bond Fund, is further secured by and payable from other funds held in the Accumulated Net Revenues Fund pledged to the payment thereof in the manner and to the extent provided in Special Resolution No. 1270, as amended. Reference is made to said Special Resolution and to the Supplemental Resolution authorizing the issuance of the Note and Port Authority Resolution No. 875, as amended for a complete statement of (a) the terms and conditions upon which the Note has been issued, (b) the provisions made for its security and for the issuance of any additional Revenue Bonds payable from the Bond Fund, (c) the rights, duties and obliga- tions of the Port Authority and ttie Bank (or its assign) from time to time, and (d) the prior lien ancT appropriation to which the Note is subject with respect to said Available Net Reve- nues. The Note and interest thereon does not constitute an indebtedness of the Port Authority or the City of St. Paul ' within the meaning of any constitutional or statutory limita- tion and does not constitute or give rise to a pecuniary liability of the Fort Authority or the City or, to the extent permitted by law, the officers, agents and employees of the Port Authority or the City, or a charge against the general credit and taxing powers of the Port Authority or the City; and neither the full faith and credit nor the taxing powers of the Port Authority or the City is pledged to the payment of the Note or interest thereon. • Remedies of the Bank (or its assign) shall be cumula- tive and concurrent and may be pursued singly, or successively or together, at the sole discretion of the Bank (or its assign) , and may be exercised as often as occasion therefor , shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The Bank (or its assign) shall not be deemed, by an act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and � signed by the Bank (or its assign) , and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construe� as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. As provided in the Supplemental Resolution and sub- ject to certain limitations set forth therein, this Note is transferable upon the books of the Port Authority at the ofiice of the Secretary of the Port Authority, by the Bank (or its assign) in person or by its attorney duly authorized in writ- ing, at the Bank' s (or its assign) expense, upon surrender 10 hereof together with a wzitten instrument of transfer satis- . factory to the Secretary of the Port Authority duly executed �by � the � Bank (or its assign) or its duly authorized attorney. Dpon such transfer the Secretary of the Port Authority will note the date of registration and the name and address of the new registered holder in the 'registration blank appearing below. Alternatively, the Port Authority will at the request of the Bank (or its assign) and at the Banks (or its assigns) expense, issue new notes or short term bearer coupon bonds in aggregate principal amount equal to the face amount of the Note and of like tenor except as to number and principal amount and, unless bearer coupon bonds, registered in the name of the Bank (or its - assign) or such transferee as may be designated by the Bank (or - its assign� . The Port Authority may deem and treat the person in whose name the Note is . last registered upon the books of the Port Authority, with such registration noted on the Note, and the holder of any note in the form of bearer bonds, as the absolute owner hereof, whether or not overdue, for the purpose of receiving payment of or on account of the grincipal due thereunder, interest and for all other purposes, and all such payments so made to the Bank (or its assign) or upon its order � shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid, and the Port Authority shall not be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that the "- Port Authority has duly authorized the Note and Bonds and created said Bond Fund and has pledged and appropriated thereto in such amount as is reguired to make current debt service payment Bond proceeds and Speciai Net Revenues derived by the Port Authority from various revenue producing facilities owned and leased or ope=ated or otherwise financed by the Port Authority; that it will promptly give all notices and do all other acts and things required under the terms of all applic- able Ieases and agreements relating to its facilities for the performance of its obligations and for the enforcement of all obligations of all other parties thereto and for the collection of all rentals, payments, rates and charges when due to the extent and in the manner provided in Special Resolution No. 1270, as amended, and the Supplemental Resolutior. authorizing this issue; that this Note is secured by a pledge of and lien upon said Bond proceeds and Special Ne•t Revenues; that the Note together with any other Revenue Bonds hereafter issued and made payable from the Bond Fund are entitled to the same parity of lien on said Special Net Revenues, all as more fully provided in said resolutions; that no additional Revenue Bonds or other obligations will be issued and made payable from such Special Net Revenues on a parity with this Note except as specifically 11 provided in the _said resolutions; that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed in order to make this Note a valid and binding special obli- gation of the Port Authority according to its terms have been done, do exist, have happened and have been performed in - regular and due form, time and manner as so required; and that the issuance of this Note does not cause the special or general indebtedness of the Port Authority or the City of St. Paul to , exceed any constitutional or statutory limitation. IN WITNESS WAEREOF, the Port Authority of the City of Saint Paul has caused this Note to be executed in its behalf by the manual signature of its President and the manual signature of its Secretary, and sealed with the corporate seal, and has caused this Note to be dated as of July 1, 1980. (S EAL) Secretary President PROVISIONS AS TO REGISTRATION The ownership of this Note and the interest payable thereon is registered on the books of the Port Authority of the City of Saint Paul in the name of the holder last noted below. Signature of Date of Name Secretary of Registration Registered Owner Authority The First National Bank of � Saint Paul 12 � . � UNITED STATES OF AMERICA " � � STATE OF MINNESOTA COUNTY OF RAMSEY PORT AUTHORITY OF THE - CITY OF SAINT PAUL $1,000,000.00 INDUSTRIAL PARR BOND ANTICIPATION NOTE, SERIES 3 . HI�TOW ALL MEN BY THESE PRESENTS that the Port Authority of the City of Saint Paul (herein called "Part Authority" ) , Ramsey County, Minnesota, a body corporate and politic, for value received hereby promises to pay to the order of The First National Bank of Saint Paul, in St. Paul, Minnesota (the "Bank" ) , or its assign, but solely �from the proceeds of Special Revenue Bonds (the "Bonds" ) in anticipation of which the Note is issued or from other sums held in the Port - Authority' s Special Revenue Bond Fund, the principal sum of . FIVE MILLZON DOLLARS on the first day of September, 1982 or if. this Note is required to be prepaid as stated below, on a prior date on which it shall have been duly call.ed for redemption, and to pay interest on said principal sum solely from said fund . at the rate of �_ ( � ) per annum from the date .hereof until the principal sum is paid or until th�s Note is duly discharged, . interest being payable on March 1, 1981 and semiannually there af ter on September 1 and March 1. Both principal and interest are payable at the principal office of the Bank (or its assign) or such other place as the Bank (or its assign) may designate . in writing, in any coin. or currency of the United States of America which on the respective dates of payment is legal tenc3er for public and private debts. � This Note is issued by the Port Authority to provide the funds necessary to refund the $1, 000, 000 Part Authority of the City of Saint Paul Industrial Park Anticipation Note, Series 1, in accordance with Special Resolution No. 1270, as , amended, and Supplemental Resolution No. 1680, duly adopted by the Port Authority, setting forth the terms and conditions upon which the Note is issued and describing the security therefor. 13 The Note, in whole but not in part, is subject to man- datory redemption and prior payment at par and accrued interest at any time in the event that the Port Authority should deter- mine, upon advice of its bond counsel, that such prepayment is required in order to prevent the interest on the Note or any other notes or revenue bonds of the Port Authority from becom- ing subject to federal income taxation. At least 15 days prior to the date on which the Note is redeemed in advance of maturity, the Port Authority will cause notice of the call thereof for redemption to be mailed to the Bank (or its assign) . The Note upon being so called for redemption will cease to bear interest on the specified redemption date, provided funds for its redemption have been duly deposited. This Note is issued pursuant to and in fuil compli- ance with the Constitution and laws of the State of Minnesota, particularly Chapters 458, 474 and 475, Minnesota Statutes, and pursuant to resolutions adopted and approved by the Port Authority, which resolutions authorize the issuance, execution and delivery of this Note as special obligations payable solely from the proceeds of the Bonds and other sums held in the Port Authority's Special Revenue Bonds Bond Fund, as hereinafter more fully set forth. The Port Authority has covenanted to exercise its best efforts to issue the Bonds pursuant to Special Resolution " ' No. 1270 , as amended, in such amount as is required to fully discharge the Note and any other Notes hereaf t.er issued in anticipation of said Bonds; and the net proceeds of the Bonds are pledged exclusively� for the payment of the Note and such other notes. In addition, the Note together with certain Revenue Bonds of the Port Authority which may from time to tiine hereafter be issued by the Port Authority, are secured by and payable from the balance of periodic payments (said balance hereinafter called Special Net Revenues) which the Port _ Authority is entitled to receive on account of certain revenue producing facilities owned and leased or operated or otherwise financed by the Port Authority, after appropriating that por- tion of said payments which .constitute Available Net Revenues to (a) a bond fund established for other Port Authority revenue bonds which are entitled to a pr�ior lien on said payments and (b) thereafter to the payment of any unfunded operating expenses of the Port Authority. The estimated collection of said Special Net Revenues, together with the proceeds of the Bonds , exceeds the amount required to pay when due the principal of and interest on the Note. The Note, together with 14 any other Special Revenue Bonds which may hereafter be issued and �made payabie from the Bond Fund, is further secured by and payable from other funds held in the Accumulated Net Revenues Fund pledged to the payment thereof in the manner and to the extent provided in Special Resolution No. 1270, as amended. Reference is made to said Special Resolution and to the Supplemental Resolution authorizing the issuance of the Note and Port Authority Resolution No. 876, as amended for a complete statement of ta} the terms and conditions upon which the Note has been issued, {b} the provisions made for its security and for the issuance of any additional Revenue Bonds payable from the Bond Fund, (c) the rights, duties and obliga- tions of the Port Authority and the Bank (or its assign) . from time _ to time, and (a) the prior lien and appropriation to which the. Note is subject with respect to said Avaiiable Net Reve- nues. The Note and interest thereon daes not constitute an _ indebtedness of the Port Authority or the City of St. Paul within the meaning of any constituti�nal or statutory limita- tion and does not constitute or give rise to a pecuniary liability of the Port Authority or the City or, to the extent permitted by, law, the officers, agents and employees of the � Port Authority or the City, or a charge against the general credit and taxing powers of the Port Authority or the City; and neither the full faith and credit nor the taxing powers of the Port Authority or the City is pledged to the payment of the . Note or interest thereon. • . � Remedies of the Bank (or its assign) shall be cumula- � tive and concurrent and may be pursued singly, or successively or together, at the sole discretion of the Bank (or its assign) , and may be exercised as often as occasion therefor . shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. The Bank (or its assign) shall not be deeme�, by an act of omission or cornmission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Bank (or its assign) , 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. As provided in the Supplemental Resolution and sub- ject to �certain limitations set forth therein, this Note is transferable upon the books of the Port Authority at the office of the Secretary of the Port Authority, by the Bank (or its assign) in person or by its attorney duly authorized in writ- ing, at the Bank' s (or its assign) expense, upon surrender 15 hereof together with a written instrument of transfer satis- factory to the Secretary of the Port Authority duly executed by � the Bank (or its assign) or its duly authorized attorney. Upon such transfer the Secretary of the Port Authority will note the date of registration and the name and address of the new ' registered holder in the registration blank appearing below. Alternativeiy, the Port Authority will at the request of the Bank (or its assign) and at the Banks (or its assigns) expense, issue new notes or short term bearer coupon bonds in aggregate principal amount equal to the face amount of the Note and of like tenor except as to number and principal amount and, unless bearer coupon bonds, registered in the name of the Bank (or its assignJ or such transferee as may be designated by the Bank (or its assign) . The Port Authority may deem and treat the person in whose name the Note is last registered upon the books of the Port Authority, with such registration noted on the Note, and the holder of any note in the form of bearer bonds, as the absolute owner hereof, whether or not overdue, for the purpose of receiving payment of or on account of the principal due therennder, interest and for all other purposes, and all such payments so made to the Bank (or its assign) or upon its order shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid, and the Port Authority shall not� be affected by any notice to the contrary. - IT IS HEREBY CERTIFIED, RECITED AND DECLARED- that the Port Authority has duly authorized the Note and Bonds and created said Bond Fund and has pledged and appropriated thereto • in su�h amount as is required to make current debt service payment Bond proceeds and Special Net Revenues derived by the Port Authority from various revenue producing facilities owned and leased or operated or otherwise financed by the Port Authority; that it will promptly give all notices and do all other acts and things required under the terms of all applic- , able leases and agreements relating to its facilities for the performance of its obligations and for the enforcement of all obligations of all other parties thereto and for the collection of all rentals, payments, rates and charges when due to the extent and in the manner prov�ded in Special Resolution No. 1270, as amended, and the Supplemental Resolution authorizing this issue; that this Note is secured by a pledge of and lien upon said Bond proceeds and Special Net Revenues; that the Note together with any other Revenue Bonds hereafter issued and made payable from the Bond Fund are entitled to the same parity of lien on said Special Net Revenues , all as more fully provided in said resolutions; that no additional Revenue Bonds or other obligations will be issued and made payable from sUCh Special Net Revenues on a parity with this Note except as specifically 16 . provided in the said resolutions; that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed in order to make this Note a valid and binding special obli- gation of the Port Author�ity according to its terms have been done, do exist, have happened and have been performed in regular and due form, time and manner as so required; ana that the issuance of this Note does not cause the special or general indebtedness of the Port Authority or the City of St. Paul to exceed any constitutional or statutory limitation. IN WITNESS WSEREOF, the Port Authority of the City of Saint Paul has caused this Note to be executed in its behalf by the manual signature of its President and the manual signature of its Secretary, and sealed with the corporate seal, and has caused this Note to be dated as of July 1, 1980. (S EAL) . Secretary President PROVISIONS AS TO REGISTRATION � The ownership of this Note and the interest payable thereon is registered on the books of the Port Authority of the City of Saint Paul in the name of the holdez last noted below. Signature of Date of Name Secretary of Registration Reqistered Owner Authority � The First National Bank of Saint Paul 17 . 2-3. Note Tenas. The terms and conditions of th� Note sale shall be as o�Sows: (1) Both the Series 2 Note and the Series 3 Note shall be issued in the princigal amount of $5,000,000 and $i,000,U00 respectively; shall. be dated July 1, 1980; shall mature on September 1, 1982; and, shall bear interest from July i, 1980, until paid or discharged at the rate of ( $) per annum. (2) The interest on each Note shall be payable on March 1, 1981 and semiannually thereaf ter on September I and March 1. The principal of and interest on each Note shall be payable at the principal office of the Purchaser or its _assign under the Note, or such other place as the Purchaser (or its assign) may designate in writing. (3 ) In the event that the AIITHORITY should determine, upon advice of Bond Counsel, that the Note should be prepaid in order to prevent the interest thereon or on any other notes or revenue bonds of the AIITHORITY from becoming subject to the federal income ta�-t- the Note shall be promptly redeemed by the AUTHORITY, in whole and not in part at 100� of the principal amount to be redeemed plus accrued interest to the redemption date ; provided that mailed notice oi redemption shall be given to the Purchaser (or its assign) at least IS days prior to the redemption date. (4 ) Except as provided in this Section 2-3 (3 ) the Note shall not be subject to redemption prior to its stated maturity date. � 2-4 . £xecution. The Note shall be executed on behalf of the AUTHORITY by the manual signature of the President of the AIITHORITY and the manual signature of the Secretary of the AUTHORITY. In the event of the disability or ' resignation or other absence of either such officer, the Note may be signed by the manual signature of that officer who under the bylaws of the AUTHORITY may act in behalf of such absent or disabled officer. The Note may be sealed with the seal of the AUTHORITY. In case. any officer .whose signature shall appear on the Note shall cease to be �such officer before delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. 18 � 2-S. Miscellaneous Note Provisions. ' � (1) Subject to the provisions of subsection (4) below, . the AUTHORITY shall, at the request and expense of the Pur- chaser (or its assign) issue new obligations, in the form of notes or short term bearer coupon bonds, in aggregate out- standing principal amount equal to the face amount of the Note _ surrendered, and of like tenor except as to number and principal amount and, unless bearer coupon bonds, registered in the name of the Purchaser (or its assign) or such transferee as may be designated by the Purchaser (or its assign) ; in which - event the new obligations ( including any coupon) shall be executed as pro ided in Section 2-4, provided t�at the _ signature �of one off icer of the AIITHORITY on the bond and of both officers of the AIITHORITY on any coupons may be facsimile signatures. _ �- (2) Subject to the provisions of subsection (5) below, the AUTHORITY will cause to be kept at the office of the AUTFiORITY a Note register in which, subject to such reasonable regulations as it may prescribe, the AUTHORITY shall provide � for the registration of transfers of ownership of the Note; and said Note shall be transferable upon the Note register by the Purchaser (or its assign) in person or by its attorney duly authorized in writing, at the Purchaser's (or its assign) . expense, upon surrender of the Note together with a written instrument of transfer satisfactory to the Secretary of the AUTHORITY, duly executed by the Purchaser (or its assign) or its duly authorized attorney. Upon such transfer the Seeretary shall note the date of registration and .the name and address of the new holder in the Note register and in the registration . blank appearing on the Note. (3 ) The AIITHORITY may deem and treat the person in whose name each Note is last registered in the Note register and by � notation on the Note, and the holder of any Note in the form of bearer bonds, whether or not such Note shall be overdue, as the absolute owner of such Note for the purpose of receiving payment of or on account of the principal balance, redemption � price or interest and for all other purposes whatsoever, and the AUTHORITY shall not be affected by any notice to the contrary. (4 ) The Note is to be issued without registration under state or other securities laws, pursuant to an exemption for such issvance; and accordingly the Note may not be assigned or 19 � transferred in whole or part, nor may a participation interest in the Note be given pursuant_ to any participation agreement, except in acc.ordance with applicable registration requirements (which the AUTHORITY, at the request and expense of the Purchaser (or its assign) may but is not required to meet) or pursuant to an exemption for such transfer under the applicable securities laws. (5 ) In the event the Note is exchanged for new notes in the form of bearer coupon bonds: (a) The bonds shall be payable to the bear and transferable by delivery only. . - (b) The paying agent shall be The First National Bank of Saint Paul. (c) The obligation to pay interest shall be represented by coupons payable to bearer. (d) Each of the bonds shall be executed on behalf of the AUTHORITY by the printed, engraved or lithographed facsimile signatures of the President and Secretary of the AIITHORITY attested to by the manual signature of a person authorized to sign on behalf of the Paying Agent, hereby designated for such purpose as the authenticating agent. The interest coupons shall be executed by the printed, engraved or lithographed facsimile -signatures of the President and Secretary. of the AUTHORITY. • (e) The bonds in the form of which the Note shall be exchanged shall reflect the foregoing � modifications and such other changes in terminology as Bond Counsel deems appropriate for � obligations characterized as bonds. 20 ' ARTICLE TSREE • - ADDITIONAL GENERAL COVENANTS AND FIINDS � 3-1. Acquisit�on and Construction Fund. At Note Closing, the proceeds of the Series 2 Note (except the sums required to be deposited in the Bond Fund pursuant to Section 3-2) shall be deposited in the separate special Acquisition and Construction Fund established under Section 3-1 of Resolution No. 1584 of the AUTHORITY and shall be disbursed from said Fund by the AUTHORITY for the payment or reimbursement for the payment of all costs of the Energy Park Project payable from the proceeds of revenue bonds under the Act and incurred by the ALTTHORITY or, with the permission of the AUTHORITY or its duly designated agent, by any other person; provided that no Series 2 Note proceeds, including interest thereon, may be used for any portion of the Energy Park Project not then included in a development district under the provisions of Section 458 .191 of the Act; and provided further that no Series 2 Note proceeds, including interest thereon, aggregating in excess of $50,000 may be used to pay any costs allocable to any portion of the . Energy Park �Project which does not constitute the acquisition of an "industrial park" or the "development of iand" within the meaning of Section 1 .103�9{b) and (c) of the Federal Income Tax Regulations; except and to the extent that the AUTHORITY receives a written opinion from Bond Counsel to the effect that use of Note proceeds, including interest thereon, for such excess costs will not cause the interest on the Note to become subject to federal income taxation. Any surplus sums in the Acquisition and Construction Fund �after completion of the Project and payfnent of all Project Costs shall be credited to the Bond Fund and applied toward the payment of principal to ' become due on the Bonds and shall not be invested at a yield greater than the yield on the Note, except and to the extent that AUTHORITY first secures from its Bond Counsel an opinion to the effect that a different disposition of such surplus proposed by the AUTHORI'TY will not impair the tax exempt status of the Notes. 3-2. S ecial Revenue Bond Fund. In addition to the sums otherwise pledged and appropriate to the Bond Fund under Special Resolution No. I270 , the AUTHORITY shall at Note Closing deposit in the Bond Fund ( i) the interest accrued on the Note from its nominal date to the date of delivery of the Note to the Purchaser, and ( ii} Note proceeds which, together with accrued interest, equal interest to become due on the Note on or before August 1, 1982. 3-3. Escrow Fund . At Note Closing the proceeds of the Series 3 Note s�iaT�to the extent required to discharge the Series 1 Note , be deposited in a separate special Escrow Fund created hereby and held and administered separate from all 21 other funds of the AUTHORITY. The Escrow Fund shall be deposited in escrow with the Escrow Agent and shall be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as shall be required to provide sufficient funds, together with any cash or other funds retained in the Escrow Fund, to pay when due the interest to accrue on the Series 1 Note and to pay the principal amount of each obligation at maturity, and the monies in said Escrow Fund shall be used solely for the purposes herein set forth and for no other purpose, all as provided in the Escrow Agreement. The balance of the proceeds of the Series 3 Note shall be deposited in the Special Revenue Bond Fund .as provided in Section 3-2. Opon establishment of the Escrow Fund as hereinabove provided, the Series 1 Note shall be deemed � ly discharged under the provisions of Section 7-4 of Special Resolution No. 1270, shall no longer be deemed . outstanding under Resolution No. 1270 and shall accordingly be payable solely from the sums held in the Escrow Fund. 3-4. Possession, Use and Release of PropertY. The AIITHORITY may from time to time, in its sole discretion and with or without notice to and consent of any Holders of Revenue Bonds, grant such consent or make such conveyance with respect to the Energy Park Project or release all or any portion of the Energy Park Project from the terms of any Project Agreement as the AUTHORITY deems appropriate so long as such action is not inconsistent wi.th any of the covenants made by the AIITHORITY in Special Resolution No. 1270 Supplemental Bond Resolution No. . 1584 and this Bond Resolution. � " 3-5. Covenant to Issue Definitive Bonds. The Notes . are to be issued in anticipation o permanent inancing by the issuance of the �Bonds previously authorized by Supplemental Resolution No. 1584. 3-6. Industrial Park Exemption. The AUTHORITY ' presently intends and reasonably expects that substantially all of the proceeds of the Note shall be used for the acguisition or development of land as the site for an industrial park within the meaning of Section 103 (b) {5 ) of the Internal Revenue Code and covenants that substan�tially all of the proceeds of the Note ( including interest thereon) will not be used for any other purpose unless the AUTHORITY first receives f rom its Bond Counsel a written opinion that such use will not cause the interest on the Note to become subject to federal inco�ne taxation. The AUTHORITY further covenants that tha��: portion of the Energy Park Project financed in whole or part from substan- tially all of the proceeds of the Note ( including interest derived from the investment thereof) shall be limited to the acquisition or development of land as a site for an industrial park within the meanin� of Section 103 (b) (S) of the Internal Revenue Code, and that accordingly: � 22 � '(1) such "industrial park" shall comprise a tract of ' " � land, other than a tract of land intended for use by a single enterprise, suitable primarily for use as building sites by a group of enterprises engaged in industrial, distribution, or wholesale business and that either the control and administra- tion of the tract shall be vested in the AUTHORITY or �the City of Saint Paul or any other "exempt person" or the uses of the tract shall, on or before the acquisition thereof, be such as are normally ( i) regulated by protective minimum restrictions, ordinarily including the size of individual sites, parking and loading r�egulations, and building set-back lines, and ( ii) designed to be compatible, under a comprehensive plan, with the � community in which the industrial park is located and with the uses of the surrounding land; (2) the term "development of land" as used above shall inciude only improvements to the industrial park site that are incidental to the use of the land as an industrial park and shall not include provision for structures or buildings of any kind, except for those structures or buildings which are necessary in connection with the incidental improvements . � encompassed 'by the term, such as, for example, a water pump house and storage tank needed in connection with the incidental provision of water facilities in an industrial park; all within the meaning of Section 1 .I03-9(b) and �c) of the Fec7eral Zncome Tax Regulations; provided that the AIITHORITY may be relieved of this covenant in whole or in part if, and only if, the AUTHORZTY first secures a written opinion of its Bond Counsel -- -- to the effect that such release will not cause the interest on ------- the Note to become subject to federal income taxation. 3-7. Residential Housinq Exemption. Dpon receipt �of a written opinion from Bond Counsel that such use will not cause the interest on the Note to become subject �o federal incom� ta�cation, the AUTHORITY may use proceeds of the Note for the purpose of providing residential real property for family units. The AUTFiORITY covenants that such use shall be limited to residential real property within the meaning of 1.103-8 (b) of the Regul.ations of the Internal Revenue Service. 23 ARTICLE FOUR SUPPLEMENTAL AND AMENDATORY RESOLIITZONS 4-1. Supplemental and Amendatorv Resolutions Not Requirinq Consent of Bondholders. The AUTHORITY may, from time to time, without the consent of or notice to any of the Holders of any Revenue Bonds, and when so required by this Bond Resolu- tion shall adopt a resolution or resolutions supplemental to or amendatory of this Bond Resolution as shall not be inconsistent with the terms and provisions of Special Resolution No. 1270 so -- as to thereby (1) permit the issuance of additional Revenue Bonds as provided in Sections 2-2, 2-4 and 2-6 of Special Resolution No. 1270, (2 ) cure any ambiguity or formal defect or omission in this Bond Resolution or in any supplemental resolu- tion, (3) grant for the benefit of the Holders of any Revenue Bonds or any Holders of the Bonds herein authorized any additional rights, remedies, powers, authority or security that may lawfuily be granted to or conferred upon such holders , (4) substitute or add additional equipment, machinery or land or to release land or property as provided herein or to more precisely identify any equipment or machinery forming a part of the Energy Park Project, (5) modify, eliminate and/or add to the provisions of the Bond Resolution to such extent as shall be necessary to prevent any interest on the Bonds from becoming taxable under the Federal income tax laws or to allow for the Bonds to be qualified under a different exemption under Section 103 (b) of the Internal Revenue Code, (6 ) make any other change deemed by the AUTHORITY necessary to reconcile the Bond Resolu- tion with Special Resolution No. 1270 or any amendment thereto, or (7) make any other change to the Bond Resolution which in the reasonable judgment of the AUTHORITY is not to the � prejudice of any Aolders of Revenue Bonds. 4-2. Supplemental and Amendatory Requlations Requir- ing Consent of Purchaser or Noteholders. Exclusive of supple- mental and amendatory resolutions covered by Section 4-1 hereof and subject to the terms and prQVisions containea in this Sec- tion, and not otherwise, the AUTHORITY, upon receipt of an instrument evidencing the consent to tne below mentioned supplemental or amendatory resolution by the Purchaser or, in the alternative, any assigns of not less than fifty-one percent (51� ) of the aggregate principal amount of the Note outstand- ing, secured in accordance with the provisions of 5-1 and S-2, may adopt such other resolution or resolutions supplemental or 24 . amend'atory thereto as the AUTHORITY shall deem necessary or � � desirable for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the tenas or . provisions contained in this Bond Resolution or in any supplemental or amendatory resolution thereto; �rovided, however, that nothing herein contained shall permit or be construed as permitting, (1� any amendment which is inconsistent with the terms and conditions of Special Resolution No. 1270, {2) an extension of the maturity of the principal of or the interest on any Note not held by a � consenting Holder, or (3 ) a reduction in the principal amount of any Note or the rate of interest due on any Note not held by a consenting Holder, {4 } a reduction in the aggregate principal amount of the Note required for consent to such supplemental or amendatory resolution, without the consent of the Holders of one hundred percent (100$) of the principal amount of the Note ( "100$ Noteholder Consent" ) , or, in the case of an amendment described in clause (1) , all Revenue Bonas then outstanding ( "100$ Bondholder Consent" ) , secured in accordance with Section 5-1. 25 - ARTICLE FIVE � ��"' � � � �.�;�,;�",�� MISCELLANEOUS 5-l. Consent of Bondholders. Any consent, request, direction, approval, objection or other instrument required by this Bond Resolution to be signed and executed by any Holders of Revenue Bonds may be in any n�unber of concurrent writings of similar tenor and must be signed and in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any agent and of the ownership of Revenue Bonds, if made in the following manner, �shall be sufficient for any of the purposes of this Bond Resolution, and shall be conclusive in favor of - the AUTHORITY with regard to any action taken by it under such request or othez instrtunent, namely: (1) The fact and date of the execution by any person of any such wziting may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within said jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by an affidavit of any witness to such execution. (2) The fact of the holding by any person of Revenue Bonds and/or coupons and the amounts and n�unbers of such Revenue Bonds, and the date of the holding of the saine, may be proved by a certificate executed by any trust company, bar_k or banker, wherever situated, stating that at the date thereof the party named therein did exhibit to an officer of such trust company or bank or to such banker, as the property of such party, the Revenue Bonds and/or coupons therein mentioned if such certificate shall be deemed by the AUTHORITY to be satisfactory. The AUTHORITY may, in its discretion, require � evidence that such Revenue Bonds have been deposited with a ' bank, banker or trust company, before taking any action based ' on such ownership. 5-2. Notice of Amendments. If at any time the AUTHORITY desires to adopt any supplemental or amendatory resolution without 100� Noteholder Consent or 100$ Bondholder Consent, as the case may be, unless consent of and notice to any of the Bondholders is not required, the AUTHORITY shall cause notice of the proposed resolution or amendment to be published at least once in a financial periodical or newspaper of general circulation published in a Minnesota City of the first class or its metropolitan area. Such notice shall 25 briefly set forth the nature of the proposed resolution or • � amendment and shall state that copies thereof are on file at the principal office of the AUTHORITY. for inspection by all Holders. The AQTHORITY shall not, however, be subject to any liability to any Holder by reason of its failure to publish such notice, and. any such failure shall not affect the validity of such resolution or amendment when consented to and approved as herein provided. If the Holders of not Iess than the - requisite percentage in aggregate pzincipal amount of Revenue Bonds outstanding at the time have consented to and approved the adoption thereof as provided in this Bond Resolution, no holaers of any Revenue Bond shall have any right to object to any o£ the terms and provisions contained therein, or the operation thereof or in any manner question the propriety of the adoption thereof, or to enjoin or restrain the AIITHORITY from adopting or executing the same or from taking any action pursuant to the provisions thereof. 5-3. Severability. If any provision of this Bond Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particulaz case. . in any juris8iction or jurisdictions or in any jurisdictions or in all cases beca�se it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforce- � able to any extent whatsoever and shall not affect the remain- ing portions of this Bond Resolution or any part thereof. 5-4. Authentication of Transcript. The officers of the AUTHORITY are directed to furnish to the attorneys approving the legality thereof, certified copies of this Bond� Resolution and all doc�nents referred to herein, and affidavits or certificates as to all other matters which are reasonably necessary to evidence the vaZidity and marketability of the Bonds. All such certified copies, certificates and affidavits, including any heretofore f urnished, shall constitute recitals of the AUTHORITY as to the correctness of all statements contained. therein. 5-5. Registration of Bond Resolution. The Secretary of the AUTHORITY is authorized and directed to cause a copy of this Bond Resolution to be filed with the County Auditor of Ramsey County, and to obtain from said County Auditor a certifi- cate that the Notz hereunder has been duly eztered upon his bond register. 27 � � 5-6. Purchase of Bonds. The ro sal of The Firs�� w�"i f' � r`.;:;,' S "�j National Bank of Saznt Paul to purchase $6,00,000 Port Authority of the City of Saint Paul Industrial Park Bond Anti- cipation Notes, Series 2 and Series 3, authorized pursuant to this . Bond Resolution at a price of $ plus accrued interest on the par value thereof from the date of said Note to the date of delivery at the interest rate specified in this Bond Resolution is hereby accepted. 5-7. Authorization to Execute Zncidental Documents. The Purchase Agreement, P acement Agreement an Escrow Agree- ment, are hereby approved in substantially the form now on file in the office of the AIITHORZTY; and the President and Secretary of the AIITHORITY are authorized to execute in the name of and on behalf of the AUTSORITY the Purchase Agreement, Placement Agreement, Escrow Agreement and such other agreements relating to acquisition and construction of the Energy Park Project and documents, as Bond Counsel or Independent Counsel consider appropriate for delivery of and payment for the Note; and prior to delivery of and payment for the Note the Treaurer of the AUTHORITY is hereby authorized to appropriate from the Accumulated Net Revenues Fund or other appropriate fund such sum as is required to pay for the Burlington Northern Property and to reimburse said fund for said sum upon receipt of the Note proceeds. In the event of the disability or the resigna- tion or other absence of the President or Secretary of the AIITHORITY, such other officers af the AIITHORITY who may act in their behalf shall without further act or authorization of the _ AUTHORITY do all things and execute all instruments and " documents required to be done or to be executed by- such absent , or disabled officials. � � � ADOPTED: July 15, 1980 ��' �� / /� �- � � �;� �,� �� i/ ` • � �,/✓.�.7_ `�'-^ - - - �Presiden.t o� the Port Authority �of_,t3�e Gity of Saint Paul j • i Attest: Secretary 28 lst 2nd — � �, �. � 3rd - � Adopted �� Yeas Nays HUNT LE V I:�TE – McMAHON F.J 0 �,�� SHOWALTER TEDESCO WILSON i PRESIDE.^IT (MADDOX) � � � / / � / ,