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271174 WH17E - CITV CLERK 1 � PINK� - FINANCE GITY OF SAINT PAUL ��"��`�� CANA~Y - DEPARTMENT COl1RC11 � � �BLUE - MAYOR File NO• C uncil Resolution Presented By Referred To Committee: Date Out of Committee By Date WHEREAS: 1. On October 18, 1977, the Port Authority of the City of Saint Paul adopted Resolu- tion No. 1259, giving preliminary approval to the issuance of revenue bonds in the initial principal amount of approximately $435,000 to finance the addition to the Baldinger Baking Company facility. 2. The City Council of the City of Saint Paul adopted Resolution No. 270044 on November 3, 1977 iving preliminary approval to the issuance of revenue bonds in an amount of approximately �435,000 to finance the addition to the Baldinger Baking Company facility. 3. On May 16, 1978, the Port Authority of the City of Saint Paul adopted Resoluti;on No. 1345 giving preliminary approval to the issuance of revenue bonds in the initial principal amount of approximately $1 ,000,000 to finance the additional oven, conveyor, and mixing plant in the Baldinger Baking Company facility. 4. 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 resolu�i;on adopted in accordance with law; � 5. The Port Authority _of the City of Saint Paul has requested-�t�t 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 . _� 6. It is estimated that the initial principal amount of said bonds will be approxi- mately $1 ,000,000 and that the net interest cost applicable to said issue will not exceed 8%, now, therefore, be it 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. 1345 in the initial principal amount of $1 ,000,000 at a net interest cost of not to exceed 8%, the exact details of which, including, but not limited to, provisions relating to maturities, interest rates, discount, redem tion, and for the issuance of additional COUNCILMEN Requested by Department of: Yeas N ays Butler In Favor Hozza Hunt _ Levine _ __ Against BY Roedler Sylvester Tedesco Form Approved by City AtYorney Adopted by Council: Date Certified Passed b}� Council Secretary BY G9�%�it�f' � By � Approved by Mayor: Date App ve b Mayor for Sub si n to Council By BY N'MITE — CITV CLERK yyQ � PINK�.� — FINANCE COURCII ' //"�e CAiNARV — DEPARTMENT GITY OF SAINT PAL7L �' e !��.,�,� �"BLUE — MAYOR File �O. � Council Resolution Presented By Referred To Committee: Date Out of Committee By Date bonds, are to be 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 Port Authority to be necessary for carrying out the purposes for which the aforesaid bonds are issued. 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' ...._:.._....._ ._.�c...y.�:a�:L..�`.__�._,�: � .. ,.... .f. + ..h �� t� �tT - AUTH4RITY � � `�� OF THE CITY OF ST. PAtJL � �� f � Memorandum TO: BOARD OF COMMISSIONERS : DAT� May 16, 1978 � � �� F_ `1' . ' FROM: D.G. Duns he�� SUBJECT: gqLDINGER BAKING COMPANY LQAN AGREEMENT AND EQUIPMENT LEASE REVENUE BOND RESOLUTION N0. 1345 Baldinger Baking Company is completing the expansion to their existing facility in Riverview Industrial Park. This expansion was facilitated by a $450,000 industrial development revenue bond issue approved by the Port Authority Commission in October, 1977. The compa�y, f�liller & Schroeder Municipals, the First National Bank �� t. �?ui , and the Port Authority have discussed the private place- -�r� of G �i ,�^�,000 bond issue with the First National Bank of ct, ?a�,:l ;.: ;-:,�nce an additional oven, conveyor, and mixing e�;��en�. �:�e bond issue would be done outside of Port Authority r�esolution No. 876 and wou1d be issued on the basis of the Baldinger financial statement and the security of the equipment. The lease wou�d be for a period of 8 years commencing January 1 , 1979 and terminating December 31 , 1986. The interest rate for the bond issue would be 8%. The installation of this equipment will allow the company to increase its production by 66% to keep up with the additional demand for their product. The agreement with Baldinger Baking Company would provide for an option to purchase the equipment at the end of the lease, December 31 , 198b, for $1.00. The Public Sale Hearing for the sale of the equipment will be held at the June 20 Commission meeting. The income to the Port Authority over the term of the lease would be as follows: Fiscal & Administrative Fee - $2,400 per Year X 8 Years $19,200.00 � Sinking Fund Earnings - $3,528 per Year X 8 Years 28,224.00 Tota1 Earnings Over the Term $47,424.00 Staff recommends approval of the loan agreement and Revenue Bond Reso]ution No. 1345. DGD:ca � ; , ' t , . �� '�� _ . � RESOLUTION N0. 1345 REVENUE NOTE RESOLUTION � COM�ii ERCIAL DEVELOPMENT REVENUE NOTE, SERIES 1978 (BALDI�IGER BAKING COMPANY, PROJECT) PORT AUTHORITY OF THE CITY OF SAI�iT PAUL ADOPTED: MAY 16 , 1978 ' . - � . (This table of contents is not a part of this Resolution, but is ineluded for convenience only) TABLE OF CONTENTS Page ARTICLE ONE - DE�'INITIONS, LEGAL AUTHORIZATION ANDFINDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1-1. Definitions. . . . . . . . . . . . . . . . . . . . . . 1 Section 1-2. Legal Authorization. . . . . . . . . . . . . . 2 Section 1-3. Findings. . . . . . . . . . . . . . . . . . . . . . . . . 2 � Section 1-4. Authorization and Ratification of Project. . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLETWO - NOTE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2-1. Authorized Amount and Form of Note. . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2-2. The Initial Note. . . . . . . . . . . . . . . . . 10 --. -- Section 2-3. Execution. . . . . . . . . . . . . . . . . . . . . . . . 10 Section 2-4. Delivery of Initial Note. . . . . . . . . 10 Section 2-5. Registration of Transfer. . . . . . . . . 11 Section 2-6. Mutilated, Lost or Destroyed Note. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 2-7. Ownership of Note. . . . . . . . . . . . . . . . 11 Section 2-8. Limitation on Note Transfers. . . . . I2 ARTICLE THREE - REDEMPTION OF NOTE BEFORE b'IP,TURITY. . . 13 Section 3-1. Redemption. . . . . . . . . . . . . . . . . . . . . . . 13 Section 3-2. Termination of Interest. . . . . . . . . . 13 ARTICLEFOUR - GENERAL COVENANTS. . . . . . . . . . . . . . . . . . . . . T4 Section 4-l. Payment of Principal and Interest. . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 4-2. Performance of and Authority of Covenants. . . . . . . . . . . . . . . . . . . . . 14 Section 4-3. Enforcement and Performance of Covenants. . . . . . . . . . . . . . . . . . . . . 14 Section 4-4. Nature of Security. . . . . . . . . . . . . . . 15 � ��'.�_ ; � ARTICLE FIVE - FUNDS AND ACCOUNTS. . . . . . . . . . . . . . . 16 Section 5-l. Funds Pledged. . . . . . . . . . . . . . . 16 Se'ction 5-2. Earnings Not Pledged. . . . . . . . 16 Section 5-3. Construction Fund. . . . . . . . . . . 16 � � Section 5-4. Sinking Fund. . . . . . . . . . . . . . . . 17 Section 5-5. Establishment and Maintenance of Funds. . . . . . . . 17 " ARTICLESIX - MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . 18 Section 6-1. Severability. . . . . . . . . . . . . . . . 18 Section 6-2. Authentication of Transcript 18 Section 6-3. Registration of Resolution. . 18 Section 6-4. Authorization to Execute . Agreements. . . . . . . . . . . . . . . . . . 18 Section 6-5. City Council Approval. . . . . . . 19 � SZGNATURES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 REVENUE NOTE RESOLUTION BE IT RESOLVED by the Port Authority of the City of Saint Paul, Minnesota, as follows : ARTICLE ONE ' DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS 1-l. Definitions. The term used herein, unless the context hereof shall require otherwise shall have the following meanings, and any other terms 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 meaning or intent. � (1) Act: the Minnesota Municipal Industrial Develop- ment Act, Minnesota 5tatutes, Chapter 474, as amended; (2) AUTHORITY: the Port Authority of the City of Saint Paul and any successor public corporation; (3) Bond Counsel: the firm of Briggs and Morgan, Professional Association, of St. Paul, Minnesota, and any opinion of Bond Counsel shall be a written opinion signed by such Counsel; (4) Borrower: Baldinger Baking Company, its successors and assigns , and any other business entity which may assume its obligations under the Loan Agreement; (5) Equipment: the equipment to be purchased by the Borrower pursuant to the Loan Agreement and Security Agree- ment; (6) Loan Agreement and Security Agreement: the agreement to be executed by the AUTHORITY, the Borrower, and the Purchaser providing for the advance of funds to the Borrower by the AUTHORITY, the grant of a security interest to the Purchaser by the Borrower to secure payment of the Note and interest thereon and the subordination of all interests of the AUTHORITY including the interest of the AUTHORITY in connection with previous financings, to the interest of the Purchaser, including any amendments or supplements thereto made in accordance with its provisions, sometimes referred to herein as "Loan Agreement" ; (7) Note: the Commercial Development Revenue Note, Series 1978 Baldinger Baking Company Project) to be issued by the AUTHORITY pursuant. to this Resolution to provide required funds to pay for the Equipment; (8) Note Register: the records kept by the AUTHORITY' s Treasurer to provide for the registration of transfer or I ownership of the Note; (9) Principal Balance : so much of the principal sum � on the Note as from time to time remain.s unpaid; (10) Purchaser: The First National Bank of Saint Paul, in St. Paul, Minnesota; (11) Resolution: this Resolution of the AUTHORITY adopted May 16 , 1978 pursuant to which the Note is authorized to be issued, together with any supplement or amendment thereto; and all references in this instrument to designated "Articles," "Sections" and other subdivisions are ta the designated Articles, Sections and subdivisions of this resolution as originally executed. The words "herein," "hereof" and "hereunder" and other words of similar import � -e=er to this Resolution as a whole not to any particular �=_�cl?, �e�yion or subdivision. _-2. Legal Authorization. The Port Authority of the City of Saint Paul, hereinafter referred to as the AUTHORITY is a body carporate 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 authorized under said laws to initiate the revenue producing project herein referred to, and, upon compliance witM Laws of Minnesota, 1976, Chapter 234, to issue and sell bonds in the form of the Note, for the purpose in the manner and upon the terms and conditions set forth in the said Chapter 474, and in this Resolution. 1-3. Findings. ____._- The AUTHORITY has heretofore determined, and does hereby determine, as follows: (1) the AUTHORTTY is authorized by the Act to acquire property for the public purposes expressed in the Act, and to sell the same upon certain terms; -2- �'�'�.�,."�'� (2) the AUTHORITY .has made the necessary arrangements with the Borrower, for the purchase and installation within fhe City of Saint Paul, Minnesota upon certain real property now leased by the Borrower from the AUTHORITY of additional equipment all as more fully described in the Loan Agreement and Security Agreement and which will be of the character and accomplish the purposes provided by the Act; and the AUTHORITY has by this Resolution authorzzed the execution of - the Loan Agreement and Security Agreement and Note, speci-. fying the terms and conditions of the financing, purchase. and installation of the Equipment and the subordination of all interests of the AUTHORITY in the Equipment to thE interest of the Purchaser; (3) in authorizing the issuance of the Note the AUTHORITY's purpose is, and in its judgment the e�fect thereof will be, to promote the public welfare by: the attraction, encourage- ment and development of economically sound industry and commerce so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; the development of industry and commerce to use the available resources of the community in order to retain the benefit of the community' s existing investment in educational and public service facilities and to halt the movement of talented, educat.ed personnel of mature age to other areas , thus pre- serving 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 retention 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; (4) the amount estimated to be necessary to finance the acquisition and installation of the Equipment, including the costs and estimated costs permitted by Section 474.05 vf the Act, will require the issuance, sale and delivery of the Note in the aggregate principal amount of $1, 000 ,Ofl0.00 as hereinafter provided; • (5) it is desirable, feasible and consistent with the objects and purposes of the Act to issue Port Authority Commercial Development Revenue Note, Series 1978 for the purpose of financing the Equipment; (6) the Note and the interest accruing thereon do not constitute an indebtedness of the AUTHORITY or the City of Saint Paul within the meaning of any constitutional or statutory limitation and do not constitute or give rise to a -3- __ , _ pecuniary liability or a . charge against the general credit or taxing .powers of the AUTHORITY or the City of Saint Paul and neither the faith and credit nor the taxing powers of the AUTHORITY or the City is pledged for the payment of the Note or interest thereon. � � 1-4. Authozization and Ratification af Project. . The AUTHORITY has heretofore and does hereby authorize the Borrower, in accordance with the provisions of Section 474.03 (6) of the Act and subject to the terms and . conditions set forth in the Loan Agreement and Security Agreement, to provide for the acquisition and installation of the Equipment 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 anticipation of such authority. -4- ARTICLE TWO � NOTE � 2-1. Authorized Amount and Form of Note. The Note issued oursuant 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 of this Article; and the total principal amount of the Note that may be outstanding here- under is expressly limited to One t�i.11ion Dollars ($1,OOO ,Q00.00) unless a duplicate Note is issued pursuant to Section 2-7. Said Note shall be in substantially the following form: , -5- �. � �`��.�_+:� .. UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY � PORT AUTHORITY OF THE CITY OF SAINT PAUL � Commercial Development Revenue Note, Series 1978 , (Baldinger Baking Company, Project) $1,0OO ,OQ0 .00 FOR VALUE RECEIVED the Port Authority of the City of Saint Paul, Ramsey County, Minnesota, (the "AUTHORITY") hereby promises to pay to the order of The First NationaT Bank of Saint Paul (the "Bank") , or registered assign, but solely from the revenues derived from a Loan Agreement and Security Agreement (the "Agreement" ) dated among the AUTHORITY, the Bank and Baldinger Baking Company (the "Company") , the principal sum of One Million Dollars ($1,000 ,000.00) , or so much thereof as may be advanced here- under and then remain outstanding (the "Principal Balance") , as �ollows: <'�) From and after the date hereof tt-:�c�=`. and including January 1, 1979 , all acc.�.:��. interest on principal amounts out- standing hereunder shall be due and payable in full on the lst day of each month.` (b) On January 1, 1980, and on the first day of January of each year there- after through and including January l, 1987, the amount necessary to amortize the Principal Balance outstanding on the Note on January 1, 1979, in (i) eight annual installments as follows: 1980 $ 95,000 1984 $125,000 � 1981 $100 ,000 1985 $140,000 1982 $110 ,000 1986 $150,000 1983 $120 ,000 1987 $160 ,000 or (ii) if the full principal amount of the Note has not been advanced hereunder by January 1, 1979 , in eight annual installments each in such multiple of $5,000 as will come closest to achieving level annual debt service payments of principal and interest during the amortization period. -6- (c) On July 1, 1979, � and semiannually thereafter on t�e fix�t day o� February and the first day o� JuIX �n each year through and �ncluding January 1, 1987, interest accrued on the Princzpal Balance. � (d) Any remaining principal together with accrued and unpaid interest thereon shall be due and payable in full on �anuary , . � 1, 1987. . 1. Interest shall accrue on the Principal Balance at the rate of eight percent (80) per annum . computed on the basis of actual days and a 360 day year. Principal and interest shall be payable at the banking � office of the holder hereof, or at such other place as the holder may designate in writing. 2. This Note is issued by the AUTHORITY to grovide funds for a project, as defined in Section 474. 02, Subdivision l, Minnesota Statutes, consisting of the acquisition and installation of equipment (the "Equipment"} pursuant to the Agreement, and this Note is issued pursuant to and in full compliance c�ith the Constitution and laws of the State of Minnesota, particularly Chapter 479, Minnesota Statutes, and resolution of the AUTHORITY duly adopted on May 16, 1978 (the "Resolution") . 3. Repayment of amounts advanced against thi.s Note is secured by a security interest granted pursuant to the Agreement. 4. The holder may extend the times of payments of interest and/or principal on this Note, without notiae to or consent of the AUTHORITY and without in any manner affecting the limited liability of the AUTHORITY. 5. This Note may be prepaid at any time, either in whole or in part without payment of any penalty or premium therefor and is further subject to prepayment, in whole or in part, without a premium, from "net proceeds" upon the occurrence of certain events of damage, destruction or con- demnation to the Equipment, or, in whole but not in part, upon the interest on the Note becoming subject to federal or state income taxation pursuant to a "Determination o� Taxability," a11 as specified in the Agreement and Reso- lution. 6. No prepayment which does nat result in the entire Principal Balance and interest thereon being paid in full shall reduce the amount of the payments due hereunder which payments shall continue until the entire Principal Balance and interest thereon have been paid. Notice of prepayment of this Note in whole or part shall be given in accordance with the terms of the Resolution. -7- . � 7. In the event the full principal amount is not --- advanced hereunder by January 1, 1979 , no further sums � shall be advanced hereunder. 8. This Note and the interest thereon and any penalty due hereunder do not constitute a debt of the AUTHORITY or the City of Saint Paul within the meaning of any constitutional or statutory limitation, are not payable from, . or a charge upon, any funds other than the revenue pledged to the payment thereof, and do not give rise to a pecuniary liability of the AUTHORITY or the City or, to the extent per- mitted by law, of any of their officers , agents or employees; and no holder of this Note shall ever have the right to compel any exercise of the taxing powers of the AUTHORITY or the City to pay this Note or the interest thereon, or to enforce payment thereon, or to enforce paymen� 4hereof against any property of the AUTHORITY or the City; and this Note does not constitute a charge, lien or encumbrance, legal 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 herei� referred to shall be subject at all times to the availa�ility of revenues or other funds furnished for such purpose in accordance with the �erreement, sufficient to pay all costs of. such performance or t�°_ ��=o=�°-�nent thereof. : = It is agreed that time is of the essence of _=_s *�o��. �n the event of failure by the AUTHORITY to pay any installment of principal or interest within ten days after the due date, or if an Event of Default shall occur, as defined in the Agreement, then the holder of this Note shall have the right and option to declare, without notice, all the remaining indebtedness of unpaid princi�al and accrued interest, evidenced by this Note, immediately due and payab�le. Failure to exercise such option at any time shall not constitute a waiver of the right to exercise the same at any subsequent time. 10. The remedies of the holder, as provided herein and in the Agreement, shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the holder, 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. -8- � by any act 11. The holder shall not be deemed, of its rights of omission or commission, to have waived any o the extent speci�ically emedies hereunder unless suo i at er is in writing an or r then Y signed by the holder and, set forth in the writing. A waiver with reo�rasCa bar to or event shall not bhtCO��remedyaasctotansubsequent event. waiver of anY rlg istration 12, The Note has been issued ursuant togan �xemp- under state or other se�andtaccordingly the Note may not be ° art, nor may a parti- tion for such issuance; ursuant to any assigned or transferred in whole °i en p licable cipation interest in the exceptein accordance with app participation agreement, exemDtion from such registration requirements or an .. registration requirements. to exist, happen and be IT IS HEgEgY CERTIFIED .ANa RECITED that all j acts and things requir conditions , ular ax�d formed Precedent to or in tbeensserf rr�ed �.nlr g te o � per ened and have P exist, have happ law. � due form as required by IN WITNESS tiaHEREOF, the AUTHORITY has caused ahu�,es dul executed in its name by the manual sign Note to be Y orate seal to be i a: tl,e Presidentanddhasccaused this Note to be dated ; a�fixed r�=zto� � _ � , PORT AUTHO TY OF THE CITY OF SAINT PAUL ,! � B � L� � y resident ( l �� , Secr tary J (SEAL) _9- s . �. �ss. '�?�"� __ . .*�r�»*r�.�.�.:�r�0�.a.�.,arh.�. . . �.. .-'...,:»,....,...�e,r��a�.+Ke�m'.?��"'4�"r'Y'T!'�'46�„r°.,�"."'^_,�Ka'+tm�ia.'C'�fi:�G:�%^;�""t.�ay'�,... R<. -:_-�.�. . .,.. _ , ...,. � %� � �.'� _ . r 2-2. The Initial Note. � . The Note shall be payable at the times and in the manner, shall bear interest at the rate, and sha2.1 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 manual signatures of its President and Secretary and shall be sealed with the seal of the AUTHORITY. In the event of the disability or resignation or other ab- sence of either such officer, said Note may be executed by the manual signature of that officer who under the Bylaws of the AUTHORITY may act in behalf of such abse;�t or disabled officer. In case any officer whose signature shall appear on the Note shall cease to be such officer before the 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. 2-4. Delivery of I�itial Note. Before delivery of the Note there shall be filed with the Secretary of the AUTHORITY the following items: � (1) An executed copy of the Loan Agreement and Security Agreement; (2) The acknowledgment copies of financing state- ments filed to perfect the security interest granted pursuant to the Loan Agreement and Security Agreement as .well as searches reflecting the fixing of financing statenents against the Borrower. (3) an opinion of Counsel for the Borrower in scope and substance satisfactory to Bond Counsel and the Purchaser' s counsel as to the authority of the Borrower to enter into the Loan Agreement and Security Agreement and priority of the security interest granted pursuant thereto; (4) the manually signed opinion of Bond Counsel as to the validity of the Note and its tax exemgt status; (5) such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (4) above. -10- Upon delivery .of the Note, the AUTHORITY shall, advance funds for acquisition and installation of the Equip- ment upon receipt of such supporting documentation as the AUTHORITY may deem reasonably necessary, including compliance with the provisions of the Loan Agreement and Security Agreement. 2-5. Registration of Transfer. The AUTHORITY will cause to be kept at the office of the Treasurer of the AUTHORITY 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. Said Note shall be transferable upon the Note Register by the holder thereof in person or by its attorney duly authorized in writing, upon surrender of the Note together with a written instrument of transfer satisfactory to the Treasurer of the AUTHORITY, duly execu_ted by the holder or its duly authorized attorney. Upon such trans�er the Treasurer of the AUTHORITY shall note the date of registration and the name and address of the new holder in the Note Register. ?-5. Mutilated, Lost or Destroyed Note. � _< case the Note issued hereunder shall become �u��i�Led or be destroyed or lost, the AUTHORITY shall, if not then prohibited by law, cause to be executed and deTivered, a new Note of like outstanding principal amount and tenor in exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon the holder' s paying the reason- able expenses and charges of the AUTHORITY in connection therewith, and in the case of a Note destroyed or last, the filing with the AUTHORITY of evidence satisfactory to the AUTHORITY that such N�ote was destroyed or 1ost, and furnishing the AUTHORITY with indemnity satisfactory to it. If the mutilated, destroyed or last 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 payment. 2-7. Ownership of Note. The AUTHORITY may deem and treat the person in whose name the Note was last registered in the Note Register, whether or not the Note shall be overdue, as the absalute owner of the Note for the purpose of receiving payment of or on account of the Principal Balance, any redemption price, or � any interest and for all other purposes whatsoever, and the AUTHORITY shall not be affected by any notice to the contrary. -11- 2-8. Limitation on Note Transfers. . The Note has been issued without registration under state or other securities laws, pursuant to an exemp- tion for such issuance; and accordingly the Note may not be assigned or transferred in whole or part, nor may a parti- cipation interest in the Note be given pursuant to any participation agreement, except in accordance with applicable - registration requirements or an exemption from such registration requirements. -12- ARTICLE THREE ' REDEMPTION OF NOTE BEFORE yIATURITY � 3-1. Redemption. (1) In the event of damage, destruction, or condemna- , tion of the Equipment, or any part thereof, the Note shall be subject to prepayment to the extent and in the manner set forth in the Note and Section 7. 02 of the Loan Agreement and Security Agreement. (2) The Note may be prepaid at any time in accordance with the provisions of the Note. -13- ARTICLE FOUR ' GENERAL COVENANTS � 4-1. Payment of Principal and Interest. The AUTHORITY covenants that it will promgtly pay or cause to be paid the principal of and interest on the Note � at the place, on the dates and in the manner and from the source provided herein and in said Note. The principal and interest are payable solely from revenues and proceeds de- rived from the Loan Agreement and Security Agreement which revenues and proceeds are hereby subjected to a security interest securing the payment thereof in the manner and to the extent specified in the Note and this Resolution, and nothing in the Note or in this Resolution shall be considered as assigning, pledging or othezwise encumbering any other funds or assets of the AUTHORITY. 4-2. Performance of and Authority for Covenants. The AUTHORITY covenants that it will faithful.ly perform at all times any and all covenants, undertakings, stipuiations and provisions contained in this Resolution, the Loan Agreement and Security Agreement, in the Note exeeuted, authenticated and delivered hereunder and in all proceedings of the Board of Conmissioners of the AUTHORITY pertainzng thereto; that it is duly authorized under the Constitution and laws of the State of Minnesota includ'ing particularly and without limitation the Act, to issue the Note authorized hereby, grant a security interest in the revenues in the manner and to the extent set forth in this Resolution, the Loan Agreement and Security Agreement and the Note; that all action on its part 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 holder thereof is and will be a valid and enforceable obligation of the AUTHORITY according to the terms thereof. 4-3. Enforcement and Performance of Covenants. The AUTHORITY agrees to enforce all covenants and - obligations of the Borrower under the Loan Agreement and Security Agreement and to perform alI covenants and other provisions contained in the Note and the Loan Agreement and Security Agreement. -14- 4-4. Nature of Security. � Notwithstanding anything contained in the Note, Loan Agreement and Security Agreement or any other document referred to herein 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 of Saint Paul other y than the revenues pledged to the payment thereof, nor shall the AUTHORITY or the City be subject to any liability thereon, nor shall the No�te 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 City' s officers , employees and agents. No holder ot the Note sha�l ever have the right to compel any exercise of taxing powers of the AUTHORITY or the City to pay the Note or the interest thereon, or to enforce payment thereof against any property of the AUTHORITY or the City; and the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the AUTHORITY or the City; and the Note shall not constitute a debt of the AUTHORITY or the City within the meaning of any constitutional or statutory limitation; but nothing in the Act impairs the rights of the holder of the �e�e to enforce the covenants made for the security thereof _� �_o4�aed in this Resolution, the Note, and the Loan Agree- .:�=_z� �:c �-:��:sity Agreement and in the Act, and by authority �r �?�� T�_ _�e AUTHORITY has made the covenants and agreements �_zy__ = = �,he benefit of the holder oi the Note; provided that in any event, the agreement of the AUTHORITY to perform the covenants and other provisions contained in the Note and the Loan Agreement and Security Agreement shall be subject at all times to the availability of revenues under the Loan Agreement and Security Agreement sufficient to pay all costs of such performance or the enforcement thereaf, and the AUTHORITY and the City shall not be subject to any personal or pecuniary liability thereon. -15- - � . ��_�_��. ARTICLE FIVE FUNDS AND ACCOUNTS 5-l. Funds Pledged. Al1 payments , revenues and income receivable by the AUTHORITY under the Loan Agreement and Security Agreement � , are to be paid by the Borrower directly to the AUTHORITY; and to the extent hereinafter provided, such sums shall be deposited by it, together with the proceeds of the Note, in � the funds described in this Article Five and held for the purposes set forth herein, and, together with the interest payments payable by the Borrower directly to the Purchaser under the Loan Agreement and Security Agreement, shall not be subject to any lien or attachment by any creditor of the AUTHORITY or the Borrower other than the Purchaser. The payments, revenue and income subject to the security interest in favor of the Purchaser and receivable by the AUTHORITY shall. include without limitation: (1) the amortization payments made to the AUTHORITY under Section 3. 01 (2) and (3) of the Loan Agreement and Security Agreement to the AUTHORITY; and (2) all other sums which by the terms of this Resolution or the Loan Agreement and Security Agreement are required to be paid over to a sinking fund, provided, however, that the administrative fee described in Section 3.01 (2) of the Laan Agreement and Security Agreement is not pledged to the payment of the Note issued hereunder or the interest thereon and the AUTHORITY may use said sums for any proper corporate purpose. 5-2. Earnings Not Pledged. Earnings on monies in such sinking fund or con- struction fund are not pledged for the payment of the Note issued hereunder or the interest thereon. Said earnings shall accrue to the benefit of the Port Authority� and may be used for any proper corporate purpose. 5-3. Construction Fund. (1) The proceeds of the Note as advanced by the Purchaser in accordance with the terms of the Loan Agree- ment and Security Agreement shall be deposited in the con- struction fund (the "Construction Fund") hereby established and shall be used and withdrawn by the AUTHORITY only as � provided in this Section 5-3. -16- . . . • � �� i (2) AlZ funds in the Construction Fund (excluding ' any earnings thereon) shall be disbursed from the Con- struction Fund only in accordance with the Loan Ageement and Security Agreement. Any earnings or funds in the Construction Fund shall accrue to the benefit of the AUTHORITY and may be used by the AUTHORITY for any proper corporate purpose. . (3) Any principal balance remaining in the Construction Fund on the Completion Date and not held therein for future payments in accordance with the Loan Agreement and Security Agreement shall be credited to the Sinking Fund. 5-4. Sinking Fund. (1) The AUTHORITY shall deposit as received in a sinking fund (the "Sinking Fund") as a special trust account hereby established for the benefit of the Purchaser: (A) each of the amortization payments required by Section 3.01 (2) and (3) of the Loan Agreement and Security Agreement to be paid to the AUTHORITY; (B) any other sums required by the Loan Agreement a-_c �?c-.�'�-.- �greement or this Resolution to be paid into the �_=.'{� r,^ .:_._ .. = � Except for earnings on sums in the Sinking Fund, money therein shall be used and withdrawn by the AUTHORITY solely to pay the interest on the Note as .it becomes due and payable; to pay the installments of principal on the vote as they become due; to prepay installments of principal on the Note including interest in accordance with Article Three and pay such other sums as required by the Loan Agreement and the Security Agreement. Pursuant to the provisions of this Section 5-4 and of Article Five, the AUTHORITY shall from and after February I, 1979 transfer and remit sums from the Sinking Fund to the Purchas�r in advance of each interest and principal due date, from the balance then on hand in the Sinking Fund, sufficient to pay all principal and interest then due on the Note. . 5-5. Establishment and Maintenance of Funds. The Funds described in this article 5 shali b� established on or before the delivery of the Note and shall be maintained and administered by the Treasurer of the AUTHORITY separate and apart from all other funds of the AUTHORITY, in the manner and for the purposes set forth in this Resolution. -17- _ � , ARTICLE SIX MISCELLANEOUS 6-1. Severability. If any provision of this Resolution shall be hel� or deemed to be or shall, in fact, be inoperative or unen- - forceable as applied in any particular case in any juris- diction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions or any constitution or statute or rule ar public policy, or for any other reason, such circumstances shall not have 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 any extent what- ever. The invalidity of any one or more phrases, sentences , clauses or paragraphs in this Resolution contained shall not affect the remaining portions of this Resolution or any part thereof. 6-2. Authentication of Transcript. � The officers of the AUTHORITY are directed to furnish to Bond Counsel certified copies of this Resoluti.on and all docul-�ents referred to herein, and affidavits or certi- ficates as to all other matters which are reasonably neces- sary to evidence the validity of the Note. . All such certified copies, certificates and affidavits, including any hereto�ore furnished, shall constitute recitals of the AUTHORITY as ta the correctness of all statements contained therein. 6-3. Registration of Resolution. The Secretary of the �1UTHORITY 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 his bond register. 6-4. Authorization to Execute Agreements . The proposed Loan Agreement and Security Agreement is hereby approved in substantially the form submitted herewith and the President and Secretary o� the AUTHORITY are authorized to execute the same in such final form as Bond Counsel considers appropriate in the name of and on behalf of the AUTHORITY and such other documents as Bond -18- . � • Counsel considers appropriate in connection with the issuance of the Note. In the ev�nt of the absence or disability of the President or Secretary such otficers of the AUTHORITY as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authori- zation of the Board of Commissioners of the AUTHORITY do all things and execute all instruments and documents reguired to be done or executed by such absent or disabled ' officers . • 6-5. City Council Approval. In order to facilitate completion of the revenue note financing herein contemplated, the City Council is hereby requested to consent, pursuant to Laws of Minnesota, 1976 , Chapter 234, to the issuance of the Note herein con- " templated and any additional Note which the �uthority may from time to time deem necessary to conplete the financing of the Equipment or to refund such Note or i�otes; and for such purpose the Executive Vice President of the Authority is hereby authorized and directed to forward to the City Council copies of this Resolution and any additional available information the City Council may request. The e�fect�ve date of this Resolution shall be the date of ��_^;Y�_ � ��e City Council, =��ted: May 16 , 1978 t Effective Date: Date of a roval City Council. ;;� ' ' ; : .� C ,� �� Pres ' e of the Port Authorit�r of the City of Saint Paul Attest: Secretary -19-