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271665 WHITE - CITV CLERK COl1I1C11 PINK - FINANCE GITY OF SAINT PAUL BLUERy - MAVORTMENT File NO. ' �� ouncil Resolution Presented By Referred To Committee: Date Out of Committee By Date WHEREAS: 1 . On August 15, 1978, the Port Authority of the City of Saint Paul adopted Resolution No. 1380, giving preliminary approval to the issuance of revenue bonds in the initial principal a�nount of approximately $650,000 to finance the acquisition and installation of a 40-inch, 6-color, offset press for the H. M. Smyth Co. at their facility at 1085 Snelling Avenue North. 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 . 4. It is estimated that the initial principal amount of said bonds will be approxi- mately $650,000 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. 1380 in the initial principal amount of $650,000 at a net interest cost of not to exceed 8%, the exact details of which, including, but not limited to, provisions relating to maturities, interest rates, discount, redemption, and for the issuance of additional bonds are to be determined by the Port Authority, pursuant to resolution adopted by the Port Authority, and the City Council hereby authorizes the issuance of any additional bonds (including refunding bonds) by the Port Authority, found by the Port Authority to be necessary for carrying out the purposes for which the aforesaid bonds are issued. 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PAUL Memorandum TO: BpqRD OF COMMISSIONERS_ DA7E: Aug. 10, 197$ (Meeting 8-15-78) �� ( � �\\ .\ '; \�(--, J l � FROM: Donald G. Dunshee SUBJEG"f: H, M. Smyth Co. Loan Agreemen�, Bond Resolution and Sale. Private Placement - Industrial Revenue Bond Issue $650,000.00 Resolution No. 1380 COMPANY AND PROJECT H. M. Smyth Co. , a major St. Paul printing firm located at 1085 Snelling Ave. No. , proposes the expansion of production capibility through the acquisition of a new six-color printing press. Northwestern National Bank of St. Paul has agreed to purchase the industrial development revenue bonds through a private placement at a rate of 8% and a term of seven years. The company has agreed to pay legal costs and underwriting fees directly. The printing press will cost $620,000 and instaiTation is estimated to cost �30,000.00. The project is scheduled to be completed by December 1 , 1978. The term of the lease is from December 1 , 1978 to November 30, 1985. The company has agreed to pay a fiscal and administrative fee to the Port Authority based on our formula of $200.00 per month per million dollars over the term. This would amount to $130.00 per month or $1560 per year. In keeping with the Port Authority's policy of notifying districts when a project is proposed, we contacted Districts 10 and 12 on June 13, and as of this day, have not received any written or oral corr�nunication con- cerning the project. Since this is the first time the Port Authori�y Commission has considered the project and it involves the approval of the loan agreement and sale of bonds, approval would be subject to authorization by the St. Paul City Council . Staff recommends approval of the loan agreement, bond resolution and bond sale subject to approval by the St. Paul City Council . DGD:mks .,.�,�„d.,�..�.,�..... _ _ t �,...r.w:�� . . - �ar. ; . « - �;: � . ��r . .� � ; � a«�,r�;� � • �� (This table of contents %� not a part of this . Resolution, but is i.ncluded for convena.ence only� ti ;;. �t� � r q,^�. . �s a5�f • � K M'. . . . . . . ' . �� -,` � , ' . � � � - < �' TABLE OF CONTENTS . _ Pa�e � :: � �;j�. ARTICLE ONE -� DEFI�NITI.ONS, LEGAL AUTHORTZATTON � _: _ AND FTNDTNGS. . . . . . . . . . . . . . . . . . . . . . . . . . . 1 � Section 1-1. Definitions. . . . . . . . . . . . . . . . . . . . . . 1 Section 1--2. Legal Authoriza,tion. . . . . . . . . . . . . . 2 < k��-� Section 1-3. Fi.ndings. . . . . . . . . . . . . . . . . . . . . . . . . 2 Section l-4. Authorization and Ratification of Project. . . . . . . . . . . . . . . . . . . . . . . 4 _ ARTICLE TWO - NOTE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2-l. Authorized Amount and Form of Note. . . . . . . . . . . . . . . . . . . . . . . . . . 5 __ _ Section 2-2. The Initia� Note. . . . . . . . . . . . t . e . t 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 Sect�,on 2-7. Ownership of Note. . . . . . . . . . . . . . . . 11 Section 2-8. Limitation on Note Transfers. . . . . 12 ARTICLE THREE - REDEMPTION OF NOTE BEFORE MATURITY. . . 13 Section 3-1. Redemption. . . . . . . . . . . . . . . . . . . . . . . 13 ARTICLE FOUR - GENERAL COVENANTS: . . . . . . . . . . . . . . . . . . . . 14 Section 4-1. 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 i .� � � � ��: . ;��'�6�� , � �� .,�:_,._ ,;�,�� ,.:, RESOLUTION NO. 138Q ,,,w��; P REVENUE NOTE RESOLUTTON " �.-:::; fi��.' . .v��, � . . � . . . . . . • . 3 �.. COMMERCIAL DEVELOPMENT REVENUE , � � NOTE, SERIES 1978-�C -- (H. M. SMYTH COMPANY, INC. PROJECT) PORT AUTHORITY' OF THE CITY� OF SATNT P,�UL ADOPTED: August 15, 1.978 � _.;.�.,^f...., � , . . :�;� �� . . . - =`� +, ".,�`., . ' s�,^':. . . � . � �:1� 4,: - � . � �:. �.:%- � -kJi�'2:::.. . . '. �t!. . . � ' . . �d t f"� ..�+4,..-� . � REVENUE NOT� RESOLUTZON . , .. ��,,y ��,k . �� • BE IT RESOLVED by the Port Authority� of the City of �-� �,�_.-; Saint Paul, Minnesota, as €o].lows: - � . . ��- ' . F3 z:' . � _ - . ��ry... . , '�A� : ARTICL� ONE . - �;;. t ; , , ,. ' DEFINITIONS, LEGAL AUTHORIZATION AND FINDINCS ��,^ � , L�i � . � . . . ,��+_: 1-1. Definitions. . �t�= : � `' ` The term used herein, unless the context hereo£ � � shall require otherwise shall have the �o],lowi.ng �leanings, .and any other terms defined in the Loan Agreement shall have the same meanings when used herein as assa,gned to them in the Loan �'�`�= Agreement unless the context or use thereof i.ndi,cates another � " or different meaning or inter�t. 4t � i (1� Act: the l�innesota l�un.ic3pal I'ndustz�;al Develop- $V ment Act, M ni nesota Statutes, Chapter 474 , as amended; (2� AUTHORTTY: the Port Authority of the City of _- Saint Paul and any successor public corporatzon; (3) Bond Counsel: the firm of Briggs and Morgan, Professional Association, o£ St. Paul, l�innesota, and any opinion of Bond Counsel shall be a wzztten opzni.on signed by such Counsel; (4) Borrower: H. M. Smyth Company, xnc. , its successors - and assigns, and any other business enti;ty which may assume its obligati.ons under the Loan Agreement; (5) Equipment: the equipment to be purchased by the Borrower pursuant to the Loan Agreer�ent and Security Agree- ment and all replacements and substitutions; (6) Loan Agreement and Security Agreement: the agreement to be executed by the AUTHCIRITY, 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 including any amendments or supplements thereto ma.de in accordance with its provisions, sometimes referred to herein as "Loan Agreement" ; , � �� . �. �, �� r .F� �� ,'... , �''r, ARTICLE FIVE - FUNDS AND ACCOUNTS. 1,6 s . . . t . . . t . . . � . Section 5-�1. Funds Pledged. . . . . . . . . . . . . . . 16 Section 5-�2. Earnings Not Pledgedt , . . . , . . 16 - • Section 5-3. Constructi,on Pund. . . . . , . . � . . 16 � Section 5-4. Sinking Fund. . , . . . , � . . . . . . t . 17 � Section 5-5, Establish�ent ar�d � MaYntenance of Funds. . . . , . . . 18 , - � Section 5-6. Investments. . . . . . . . . . . . . . . . . 18 � � ARTTCLE SIX -- MISCELLANEOUS. . . . . . . � . . . � • . . . . . - . • �9. Sect3on 6-1. Severabi],ity. . . . . . : . . . . . . . . . �,9 - Section 6-2. Authenticatior� o� Transcxi,p� 19 Section 6-3. Regi,strattion of Resolu-ki;on. , 19 Sect�.on 6-4. Authori,zation to Execute � Agreements. . . . . . . . . . . . . . . . . . �,9. . Section 6-5. City Council Approval. . . . , .: 20 Section 6-6. Supplemental or Amendatory ,�r.. . Reso�.ution. . . . . . . . . . . . . . . : . . 20 y,�,„;, . SIGNATURES. . . . . . . . . . . . . . . . � . . t , . . � . . , . t . . t . . . . , . 21 , � - �:�rx�F°:=- j �� _�..�.�.�--�-_ _ _. . . . . ._. .... . . ._ . . . ..,.. ... .. _. ... .......�......�.,._a..�:..�.....�.�.�,..... . . . �..,,�1. �� . . the City of Saint Paul, Minnesota of the Equipment aIl 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 authori.zed the execution of the Loan Agreement and Securzty Agreement and Note, specifying 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 � AUTHORTTY's purpose is, and in its judgment the effect thereof� wi11 be, to promote the public` welfare by: the attraction, encouragement and development of economically sound i,ndustry and commerce so as to prevent, so far as goss�ble, th� emergence of bl.ighted and marginal lands an�d areas of chronic . unempToyment; the_ development of industry� and commerce to use the available resou�ces of the communitX in order to retain t$e benefit of the community's existing ir�vestment �n educational and public service facilities and to halt the movement of talented, educated personnel o� mature age ta other areas, thus preserving the econom�c and Y�unlan resources needed as a base for praviding governmental serv�ces and fac3- lities; the provis3on of access3ble employment op�ortunities for residents in the area; and the r-etention. of an adequate tax base of Ramsey County� and the C�`ty of Saint �aul to __ finance the increase in th,e amount and cost of governmental --- services, including educational sery%ces for th,e School - District of the C%ty; . � �42 the amount estimated to p�e necessa�y to �%r�a�c� the acquisition and installatior� ot the �c,�uipment, i`nc].udirlg the • costs and estimated costs per�itted by� Secti�o� 474. 05 of the A�t, will requ%re the �;ssuance, sale and del3very o� the Note in, the principa], amount o� $650, Q00. QO as herea`.nafter provided; (5� it is desirable, feasible and consistent with: the objects and purposes of the P,c� to i:ssue Port Au�h.ority Industrial Developmer�t Reven�e Note, Series 1978-C for t�e purpose o� financing the E�uipment; (.6� the Note and the i:nterest accruing thereon do not constitute an indebtedness of tI�e AUTH'ORITY or the Gi:ty of Saint Paul within the meaning of any constitutional or statutory limitation and do not constitute or give rise to a pecuniary liability or a charge against the general cr�dit or taxing powers of the AUTHORITY or the City of Saint Paul and neither the faith and crEdit nor the taxing pow�rs o� the AUTHORITY or the City is pledged for the payment of tl�e Note or interest thereon. -3- *.. ,.E�..� . ".�.�_ , • . �r�� . ,:;�; . :...:.�:Y;�:.��. . . � . - (,7j Note: the Commerci,al D�yelopmen� Reyenue I�ote, � Series 1978-�C Cx. M. Smyth Company, Znc. , Project� to be issued .by the AUTHORTTY pursuant to this Resolut3on ta �rovide � required funds to pay for the Ec�uipment; :�' - (8) Note Rec�ister: the records kept by the AUTHCIRITY' s Treasurer ta provic��or the rega.stration of transfer or � � - ownership of the Note; � � � _ � ...,, . .'!', ' . . � . . . . x<_.::. : . . (9) Principal Balance: so much of the princi�pal sum - r�� , on the Note as from time to time remai:ns unpai;d; ,�..� � (10} Purchaser: the Northwestern Nata;onal Bank o£ St. �`' l` � Paul, in St. Pau , N�innesota; and _ � �� . . �`��f;>. .: ��,_ (11� Resolution: this Resolution of the AU�HOR?TX adopted August 1 , 978 pursuatnt to which the Note i,s authorized to be issued, togeth�r with any sup�lement or "'Y" amendment thereto; and a17, references in this znstrument to designated "Articles, " "Sections" and other subdzv�si,ons are to the designated Articl.es, Sectzons and subdivisions of thi.s resoZution as original].y executed. The words "here�n, " . � "hereof" and "hereunder" and other words �of si:.mi�ar int�or� refer to this Resolution as a whole not to any �articular Article, Section or subdivision. 1-2. Legal Authorization. The Port Authority of the City of Saa'.nt �aul, �erein- after referred to as 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 authorized under said laws to initiate the revenue producing project herein referred to, and, upon campliance with 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 AUTHORITY is authorized by the Act to acquire property for the public purposes expressed i.n the Act, and to sell the same upon certain terms; (2) the AUTHORITY has made the necessary arrangements with the Borrower, for the purchase and installation w�.thin _2- _��.�_.,.__. _ . ..... . : ,w....M,.,�.,.,.�...�..., � .� - rj . - �,,.:<� kr.�: `#-�;: ARTICLE TWO `�:�:'.,° - IJOTE ,,,-'_ � 2-l. Authorized Amount and Form of Note. ,.,_�. ! - • The Note issued pursuant to this Resolution .shall be , in the principal amount of $650, 000 and zn substantially the � form set forth herein, with such appropr3ate variations, :: omissions and insertions as are perm�:tted or required by this - Resolution, and in accordance with the further provis�.ons of this Article; and the total pr�,nc�pal amount of the Note that may be outstanding hereunder is expressly limi.ted to Six Hundred Fifty Thousand Do1l,ars ($650, �OQ. 00j unless a duplicate Note is issued pursuant to Sect3.on 2-.6. Saa�d Note � shall be in substantially th.e following form: � ��=,:. �,wt�: �_�: .xr.-:.;, ,.. p ��_..., . . . . . . _5_ ��i: : • ;,�t. ;, ._ . �F�l �� ,�� < ` � . ��.{' -: }{�` .,�; , • 1-�4. Authorization and Ratification of Project. .rt: t � . �he AUTKORITY 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 Bor=ower and in the manner determzned by� the Borrower, and � without advertisement for bids as may be rec�uired for the construction and acquisition of munic�;pal facilities; and the - AIITHORITY hereby ratifies, affirms, and a�proves all actions � heretofore taken by the Borrower consistent wztfi. and �,n � - anticipation of such authority, ti��:: � '�'��°�� . � ��Z i ��.ae N.� . . . . . ' - . �'.. . . . . . . � , rC1n�r s;;''�. _ � . _ .. x�p . ' . . . . . . i� x- � . . . � � . t, �•��!.� . . . � � . .....�}°,t:��.:. � � . . � _ � . �:.':..,.. . .. . . :�.,.,-.,.:.. . . . :.,•i.:,:: . -;,...f- - . x�;�..� - . � . ��:;.,�j...c��..� ... � -4- � � ., . , . 3. Repayment af this 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 in any ntanner affecting the limited liability of the AUTHORITY. : � . � 5. This Note may be prepaid at any t3me, in . a,ccordance with the Agreement, either in whole or in part - w�th,out payinent of any penalty ;oar premium therefor and is further subject to prepayment, in accordance with the � . Agreement, i,n wh�.ole or 3n part, w�ithout a premium, upon the occurrence of certain events inc].uding E�ents of Default under the Agreement, damage, destructa;on or condemnation to the . Equipment, or, %n wl�o�.e but not �n part, upon the interest on the Note becoming subject to_ �ederal or state income taxation � pursuant to a "Determina�tioz� of Taxability, " all as specified in the Agreement and Resolution. 6. No prepaymer�t which does not result in the entire Principal Balance and i:nterest thereon being paid in � full sha1.7. postpone or reduce the amount of the payments due hereunder which payments shall, continue until the entire Principal Ba],ance and interest thereon have been paid. Notice - of preQayment of th.is Note in whole or part sha11 be given in -- accordance with tl�e terms of the Resolution. 7. This Note and the interest thereon and anX • penalty due hereunder do not constitute a debt of the � AUTHORITY or th.e Citg of Sa�:nt �aul within the meaning of any constitutional or statutory� limitation, are. not payable from, or a charge upon, any funds other than the xevenue pZedged to the payment thereof, and do not give rise to a pecuniar� liability of the AUTAORITY or the C�ity or, to the extent pe�- mi.tted by Iaw, of any o� theix officers, agents or empl.oyees; and no holder of this Note shall ever have the right �o compel any exercise of the taxirlg powers of the AUTHORITY or the City to pay this Note or the interest t�ereon, or to enforce payment thereon, or to enforce payment thereof against any property of the AUTHORITY or the City; and this Note does not constitute a charge, l.ier� 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 herein referred to shall be subject at all times to the availability of revenues or other funds furnished for such purpose in accordance wi�h the Agreement, suff icient to pay all costs of such performance ar the enforcement thereof. • -7- � . .� - , . . �� 2!�665 UNTTED STATES OF AMERICA � STATE� OF MINNESOTA COUNTY OF� RAMSEY• � PORT AUTHORITY OF THE CITY OF SAINT PAUL Industrial Development Revenue Note, Series 1978-C � (H. M. Smyth Company, Inc. , Project) . . $650,000. 00 FOR VALUE RECEIVED the Port Authority o£ the City of Saint Paul, Ramsey County, N��nnesota, (the "AUTHORITY") hereby promises to pay to the order of the Northwestern National Bank of St. Paul (.the "Bank"� , or reg�`stered ass.�gn, but solely� from the revenues derived from a Loan Agreement and Security Agreement (the "Agreement"} dated August 15, 1978 among the � AUTHORITY, the Bank, and H. M. Smyth Company, Inc. {the "Company"� , the principal sum of Six Hundred Fifty Thousand Dollars �$650,000} , on December Z a�n the years and install- ments as follows: 1979 $ 80, 000 � 1980 $ 85,000 -- - 1981 $ 90,000 -- 1982 $105, 000 � 1983 $ 85, 000 . . • 1984 $ 95,000 - 1985 $110,00� • and to pay intezest on the balance o� said Qrincipal sum from � time to time remaining unpaid (tI�e "Principal Balance"j at th:e rate of eight percent (8.00g� per annum payable on �une 1, �.979 and sem.iannually thereafter on the fa;rst day of Dece�mber and the first day of June in each year. 1. Interest shall be cornputed on the basis of actual days and a 360 day year. Princ�pal and interest shall be payable at the banking office o� the holder hereof, or at such other place as the holder nlay� designate a`.n wr%ting. � 2. This Note is i,ssued by the AIITHORITY to proyide funds for a project, as defined �n Section 474 . 02, Subdivision 1, Minnesota 5tatutes, consisting of the acquisition and installation of equipment (the "Equi�ment") pursuant to the_ Agreement, and this Note is issued pursuant to and zn full compliance with the Constitution and laws of the State o� Minnesota, particularly Chapter 474, Minnesota Statutes, and � zesolution of the AUTHORITY duly adopted on August 15, 1978 (the "Resolution"j . ..6_ _�... _ _._�.�„--.,,,.. _ ��. <'a.-�;: . "�< . �* . • �'� � � • ��: • ;?• ::;';�•['. _ IN WITNESS WHEREOF, the AUTHORTTX haS caused this `�' Note to be dulX executed in its name by the znanual si.gnaturEs , ri;: of the President and Secretary and the corporate seal to be affixed hereto, and has caused this Note to be dated �.�, -� August 15, 1978 . ' ��:,-: . . PORT AUTHORITY OF THE CITY UF �, . • SAINT PAUL � i � B�, _ . . �,s - PresYdent - �<x. �� _ . . �. , . . . . �� = ...: ,;t.- s Secretary _,:�;_>�- � �• ,�'�. � -�.. . �:, (SEAL� -�.. . -9- . . - � �� 8. It is agreed that time is of the essence of this � Note. Zn the event of failure by the AUTHORITY to pay any install,ment of principal or interest w3thin ten days after the due date, or if an Eyent 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 pr3ncipal and accrued interest, evidenced by this Note, immediately due and payable. Fai.lure . to exercise such option at any time shall not constitute a . waivex of the right to exercise the same at any suhsequent time. � 9. The remedies of the holder, as provided herein " and in the Agreement, shall be cumulative and concurrent and . may be pursued s�nglx� successively or together, at the sole d3.scretion of the holder, and may be exercised as often as occasion therefor Shal]. occur; and the failure to exercase any Such r�ght or renledy sha�,l, in no event be construed as a - t�taiver or release thereof. � 1,0. The ho],der shall not be deemed, bX any act of � omission or commission� to have waived any of a.ts ri.ghts or remedies hereunder unl,eSS such waiver a.s 3n writing and signed by the holder and, then only to the extent specifiaally set _. � forth in the writing. P wa�ver wi:th re�erence to one event � shall. not be construed as contir�uing or as a bar to or waiver of any right or remedx as� to a subsec�uent event. 11. This Note has been zssued wxthout x`egistration under state or otk�ex secur�t�;es 7.aws, Qursuant to an exemp� ti,on foz sucl� iSSUance; �nd accordi.ngly this Note may not be a,ssigned or transferred in whole or part, nor may � parti- cipat�.on interest in thi.s Note be given pursuant to any participation agreemer�t, except in accordance with applicable registration requi.rements or an exemption from such registration requirements. IT IS HEREBY CERTTFIED AND RECTTED that all conditions, acts and things required to exist, happen and be performed precedent to or i:.n the issuance of this Note do exist, have happened and have been performed in regular and due form as required by law. _g_ si � - ��'�.x . . . . . ' S'I� . �� JF� • • s. � n .` Upon del.ivery of the Note, the AUTHORITY shall advance funds for acquisition and installation of the Equip- ment upon recea.pt of such suQporting documentation as the ,�' �: AUTHORITY may dee,z� reascnably necessary, including compliance �� < with the provisions of the Loan Agreement and Security �� ' Agreement. .��: � �.�:: ,,�: - 2-5. Re�istration of Transfer. The AUTHORTTX will. ca�tse to be kept at the af f ice of the Treasurer of the AUTHORITY a Note Register in which, subject to such reasonable regulations as it mag �rescribe, the AUTHORITY sha7.l provide �or the registratxon of transfers of ownership of the Note. �he Note sha11 be transferable upon � tlZe Note Reg�ster by the hol.der thereof 3n person or by 3.ts � attorney duly authorized iri wr�t�.ng, upon surrender oE the � Note together with a written 3nstrument of transfer satisfactory to the Treasurer of the AUTHORITY, duly executed by the ho],der or its duly author�`zed attorney. Upon such transfex the Treasurex of the AUTHORTT�` shall specify the date of registration and the name az�d address of the new holder in the Note Register. . 2-�6. Mutilated, Lost or Destroyed Note. _. In case the Note issued hereunder shall become mutilated or be destroyed or lost, the AUTHORIT� shall, if not then prohibited by law, cause to be execut�d and delivezed, a . new note of like outstar�dzng Qxincipal amount and tenor in � exchange and substitutzon �or and upon cance�.].ation of Such mutilated note, or in lieu of and �`..n substitution for such note destroyed or lost� upon the holder' s �aying the reason� able expenses and charqes of the AUTHORITY in connection therewith, and in the case of a note destroyed or lost, the filing with the AUTHORITY of evidence satisfactory to tY�e AUTHORITY that such note was destroyed or Iost, and furnishing � the AUTHORTTY wi.th indemnity satzsfactory to it. If the mutilated, destroyed or lost note h�s 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. Th.e 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 absolute owner of the note for the purpose of receiving payment of or or� account of the Pr�nci�al 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. -lZ-. . ..�`4�y�"�-A` ' . � � - � � r,� 2�1�.�65 . :, �:�:, �� .� . . .,�:; . r�.. ' 2-�2. The Initial Note. ��':b'.. , . � . ��.'�•..f+::�•. . � The Note sha11 be payable at the times and in the manner, sha11 bear interest at the rate, and sha11 be suhject - to such other terms and conditions as are set forth therein. '' ` 2-3. Execution. � The Note shal�, 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 AUTH.ORITY. In the event of the disability or resignati,on or other absence o� either such of�icer, sai;d Note ntay be executed by �he manual signature o� th,at o�f�;cez Who under the By�laws o� th,e 1�U�HORITY may act a.n behalf o� such absent or disabled officer. Tn case any � � offi,cer� whose s3gn�ture sY�al�, appear _on the Note shall cease to be Such offi,cer be�ore the de7,rvery af the Note, such Signature sk�a12 nevertheless be va7.id and suff3cient for all purposes, the same as z� he I�ad xema�;ned �;n office unti,l delivery. � 2-4, _ Delivery of tnztial Note. Before delivery of the Note there sha�.1 be filed with � the Secretary of the AUTHORTTY the foll.owing a.tems: C1} An executed copy o� the Loan. Agreement and Security Agrzement; . C21 TI�e ackr�or,�rledgment cop�;es o� fi�anci:r�g stat�- ments ��led to perfect the security �nterest granted pursuant to the Loan Agr�einent arid Secura;ty Agreement. � (3} an opi,nion of Counsel for the Borrowex in scope an,d substance satisfactory to Bond Counsel and the Purchaser' s counsel as to the authority of the Borrower to enter a.nto 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 exempt status; (5� such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (4� above; and (6) such other documents and opinions as Counsel for Purclzaser may reasonably require. -10- _ _ ,�,R..,_. . .,.... . ._� __r _� ....�.>..:..�..,.,...,_ •'_;.,; : � ,: .i= �� . � ARTICLE THREE - , REDEMPTION OF NOTE BEFORE MATURITY .;:.._ - 3-1. Redemption. ' ' C1} Tn the event of damage, destruction, or condemna� tio� o� tY�e Ec�uipment, or any part thereof, the Note shall be subject to prepayment to the extent and in the znanner set forth in the Note and Section 7.02 of the Loan Agre�ment and Security Agreement. � .�.�: . F � �21 The Note may be prepa3d at any time in accordance . t,�th the �rov�;sions o� the Note. r y> �£�� ' ,:t, . . y::�.... . . -�13-� . =::� . . • , +�rwl�V�� h» 2-8. Limitation on Note Transfers. - � The Note has been 3ssued wrthout registration under state or other secur�ties ],aws, pursuant to an exemptian for - such issuance; and accordi;ngly the Note may not be assigned or transferred 3n whole or part, nor may a participation interest in .the Note be given pursuant to any participation agreement, excep� in accordance with ap�7,�`.cable registrati,on requirements � or an exemption from such xegistratzon requirements. ,;.; . ,;;-,;.: . � -12- � .... .. .......� .,..u��...._.........�...�„�..,.r _^ . . ; , : . .r - • 4-4. Nature of 5ecurity, � Notwithstanding anythzng contained %n the Note, I,oan Agreement and Security Agreement or an�y� other document referred to herein to the contrary, under the provisions of the Act, the Note may not be payable from or be a cfiarge upon any funds of the AUTHORTTY or the City o� Saint Paul other than the revenues pledged to the payment thereof, nor shall the AUTHORITY or the City be subject to any liability thereon, nor shall the Note � � otherw��.se contribute or gxve r�`se to a pecuniary liability of the AUTHORI�Y or tl�e CitX or, to the extent permitted by law, an�r of the AUTHORiTX'�s or C�;ty`s officers, employees and agents. No hol.der of tl�e Note shall ever have the right to compel any exercise of tax7=ng powers of the AUTHORTTY or the City to pay the Note ox the 3,nterest thereon, or to enforce pa�ent t2�ereo£ against any� property of the A'UTIiORTTY or the City; and the Note shall, not const�tute a charge, lien or encum- brance, 7.ega1, ox ec,�u�,ta,ble, upon anX property o� the AUTHOR2TY or the City; and the Note shall not const�,tute a debt of the AUTHORITY or th�e City� w�`..th�n the meaning of any constitutional or statutory lim�:tat�;on; but nothing in the Act impairs the rights of the ho].der of the Note to enforce the covenants made for the security thereof as prov3ded in this. Resolution, the Note, and the Loan Agreement and Secur�ty Agreement and in the _ Act, and by authority� of the Act the AUTHORTTY has made the -- covenants and agreements I�erein �or the benefit of the holder of the Note; provided that �`n any event, the agreemen� of the AUTHORITY to pexform the coyenants a,nd other prov3si.ons contained in the Note and the Loax� Agzeement and Security A,greement shall be sub�ect at a1,1 times to the avail,ab�.lity of revenues or proceeds under the Loan Agreement and Security . _ . Agreement suf�icient to pay alS costs o� such performance or the er�foxcement thereof, and the AUTHORTTY and the Ca.ty shall not be subject to any personal or pecuniary liability thereon. � -15-� , .; � ' � �~t�L�J�J � ARTICLE FOUR � � GENERAL COVENANTS . 4-1. Payment of Princ.ipal arid rnterest. The AU�HORfiTY coyenants that it will promptly pay or c�use to be paid the princ�pa], of and interest on the Note at the �place, on the dates and �;n the manner and from the saurce � pxovided herein and �`.n said Note. Th.e princ�pal and interest are payable so].e�,y £rom revenues and proceeds derived from the Loan Agreement and Security� Agreement �`n the manner and to . the extent spec�,�ied in the Note, the Agreement and this Resolut�on, ax�d not?��`ng iz� the Note, the 1�greement or a.n . . this Resolution sha1,1 be cons�dered as assigning, pledging . _ or otherw�se encixmbering �ny other funds or assets of the AUTHORITY. 4�2. � Pexfvrmance of and P;uthority for Cove�ants: _ �h.e AUTFiORITX` covenants that it will faith�ul2y perform at al], t�mes az�y� and all covenants, undertakings, � stipulations and prov�;sions contained zn this Resolution, the Loan Agreement and Security Agreement, in the Note executed, __ authent�;cated and de],3yered he�eunder and i,n all proceedings of -- the Board of Commissi,oners of tY�e AUTHORITY pertaining thereto; that i.t i,s duly autl�or�:.z�d under t�e Constitution and latits o� the State o� M�nnesota including paxticu�.ar].y and without limi.tation tY�e Act� to �,ssue the Note authorized hereby; that all action on i�s par� fox the z.ssuance of the Note and foz the execution and del3very� thereo� has been duly and effectively taken; and that the Note a.n the hands of the ho].der thereo� �s and will be a valid and enforceable obli- gat�.on of the AU'�HORTTY accoxding to the terms thereo�. 4�3. Enforcement and Performance of Covenants. The AUTHORITY agrees to enforce a11. covenants and . obligations of the Borrower under the Loan Agreement and Security Agreement and to perform all covenants and other' provisions contained in the Note and the Loan Agreement and Security Agreement. � -].4- . __,,,�„P.,--.--..._ _ , __ .,...M _,��.,L.....o.o.,�.- . _ ,: . �, . ; Loan Agreement and Security Agreement. Earnings on funds in the .Construction Funa (not to exceed $15,311.11) shall . accrue to the benefit of the Borrower and shall, at Comple- tion Date, be credited toward the next monthly payment due � � .under Section 3. 01 (2} of the Loan Agreement and 5ecurity Agreement. Any earnings on sums in the Construction Fund in excess of said sum shall accrue to the benefit o� the . AUTHORITY and may be used for any proper corporate purpose. . � (3) Any principal balance remaining in the Construction Fund on the Completzon Date arid not held therein for future payments in accordance with the Loan Agreement and Security • Agreement shal], be credited to the Sinka`.ng Fund and shall to the extent perm�:tted without violating the working capa`..tal restri,ctions set forth �'.n Section 6. 06 of Sa�d Loan Agree-� ment be appl�:ed toward the next rnonthly� Qayment due under Section 3. O1 (2� of the Loan. Agreement. An�r remasn�`..ng prin-� c%pal balance shal.l be I�eld as a reserve a�n tPze Sa`.nkin�g Fund and applied agai.nst tl�e last monthlg pa�ment due under . Section 3. 01 (21 0� the Loan Agreement. . 5--4. Sinking Fund. � (1) The AUTHORITY shall deposit as received %n the Sinki:ng Fund: (A1 each of tl�e amorti:zation payments requixed by Section 3. 01 (1� and (.2� of the Loan Agreement and Security Agreement to be paid to the AUTHORITY�, � C8� any other sums requi.red bX the Loan Agreement and Security Agreement or th�;s Resolution. to be paid �'nto the Sinking Fund. Except for earnings on sums in the Sink3ng Fund, money therein shall be used and withdrawn by the AUTHORITY solely to pay the interest on the Note as 3t becomes due and payable; to pay the installmer�ts of principal on the Note as they become due; to prepay installments of principal on the Note including interest in accordance with Article Three arid pay such other sums as required by tl�e Loan Agreement and Sectzrity Agreement. Pursuant to the provisions of th�s Secti:on 5-4 and of Artzcle � Five, the AUTHORITY shall transfer and remit sur�s �rom the Sinking Fund to the Purchaser in advance o� each interest and principal due date, from the balance then on har�d in the � Sinking Fund, sufficient to pay all principal, i.nterest and such other sums as required by the Loan Agreement and Security Agreement then due on the Note. -17- .. , � � �� ►��6�� ARTICLE FIyE ' FUNDS AND ACCOUNTS 5-1. Funds Pledged. . All payrtents, revenues and income receivable by the AUTHO�ITY under the Loan Agreement and Security Agreement and pledged by the Resolution are to be paid by the Borrower directly to the AUTHORITY; and to the extent P�erei:nafter provided, such s�ums sha11 be deposited. by it, together � with the proceeds of the Note� in the funds described in this Article F%ve and I�eld for� tP�e pur�oses set forth herein, and sha7,1 not be sub�ect to any other l�`en or attachment by any creditor o� the AUTHORITY or the BorroWer. The payments, revenue and income rece3yab7.e � k�y tl�e AUTHORITY shal,l include without limitatio�ns (.1) the amort3zation �axznents Tnade to the AUTHORITX under Section 3.01 (1) and C22 ot th� Loan Agreement and Security Ac�reement to the AU�FiQRITY; and (2� all other sums �rhi,ch. b� tl�e tex�ts a� tha:s Resol•ution or the Loan Agreement and Security Agreement aze required to be paid over to the Sinking Pund, prov3ded, however, that the administrative fee described i.n. Section 3. 01 �3� o� th.e Loan _. Agreement and Securi.ty Agreement i;s not pledged to the pay�ment -- of the Note issued hereunder or th.e interest thezeon and the AUTHORITY may use said sums �or any� �roper corporate pur�ose. 5-2. Earnings Not Pledc�ed. � . � . . . Earnings on mor�ies in tl�e Sinking �und are not pledged for the payment of the Note i;ssued hereunder or the interest thereon nor are earni�gs in excess of $15,3T1. on monies %n. the Construction Fund. Sa�`d earnings shall. accrue �-.o the benefit of the Poxt Autl�orzty and may be , used for any proper corporate �ur•pose. � 5-3. Constructior� �'und. (1) The proceeds of the Note shall be deposited in the . Construction �und hereby established and shall be used and withdrawn by the AUTHORI�TY only� as provided �`r1 th.i;s Section 5-3. � � (2� Funds in the Construction Fund shall be disbursed from the Construction Fund only in accordance �ith the -.16- � - , ,� . ARTICLE STX MTSCELLA�iEOUS � 6-1. Severab 'ility. ' � Tf any provision of this Resolution shall be held or deemed to be or shall, i.n fact, be inoperative or unen- . forceable as apQlied in any parti,cular case in any juris- diction or jurisdictions or in all �urisdictions or in all � � cases because 3t conflicts w%t� any Qrovisions or any constitution or statute or rule or publ3c policy, or for any other reason, such circumstances shall not have the effect of renderzng the provision in question inoperative or unenfoxceable �;n. any other case or crrcumstance, or of rendering any other provision or prov3sions herein contained " invalid, inoperative, or unenforceable to any extent what-- . ever. The invalidity of any one or more phrases, sentences, clause� or paragraphs in this Resolut�;.on contained shala. not affect the remaining portions ot this Resolut3on or any part thereof. 6-2. Authentication of Transcript. - The otficers of the AUTAORTTY are dizected to furnish to Bond Counsel certified copies o� tha:s Resolution _� and._all documents referred to herein, and affidavits or cer�i- � ficates as to all other matters which are reasonably neces- sary to evidence the validity of the No�e. All such certified copies, certificates and affidavits, �ncludi.ng ar�y heretofore furnished, shall constitute recitals of the AUTHORITY. as to � the correctness o£ all statements contained therein. 6-3. Regist�ation of Resolution. The Secretary of the AUTHORITY is authorized and directed to cause a copy of this Resoluta,on to be filed with the County Auditor of Ramsey County, and to obtain from said � County Auditor a certificate that the Note has been duly entered upon his bond register as a bond of the AUTHORITY. . 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 of 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 . --19- ' `�"7�.�� . �: 5-5. Establi;shment arid �laint�eriarice of Funds. The Funds described in thi;s Ar�icle 5 shall be established on or before the delivery of the Note and sl�all be inaintained and administered by the Treasurer o.f the AUTHORITY separate and apart from all other funds of the AUTHORITY in the manner and for the purposes set forth in this - Resolution anc: the Loan Agreement and Security Agreement and shall be free from any liens or attachments of any creditors of the AUTHORITY or the Borrower as set forth in Section 5-1. � 5-6. Investme�its. A11 �anlounts xeceived bX the AUT�iORITY trom tzme to time �ar the credit of the � Constructio�Z Fund or Sinkinq k'und may be inYested as � permitted bv ].aws governing investments by the AUTHORITY �n securites which are c�eneral obligations of the United States, or are unconditionallX a,uaranteed as to payment by the United States maturing or call.able at tkie opt�;on of the holder before the times and in the amounts esti- mated to be Sinking .Fund. . -18- 1 'r - � • �� I ♦ r AUTFiORTTY does no�, z�ceiy� a l.�tter si;gned b�r an agent o� the Borrower of protest o� ob�ection thereto on or before ` 4 :30 o'�c].ock P.M. , Central Standard or Central. Daylight time, whichever is then in ef€ect, o€ the fifteenth da� after the mail�;ng o� said notice and a copy of the proposed resolution to the Borrower �nless such €�fteenth day fal,ls on a Sunday or legal holiday xn wh�cY� eyent the �.etter of ob�ection must be received on the next succeed�;ng bus�ness day. :. " . - � Adopted: Augu�t 15� �:978 . Effective Date: Date o� ap oval �� C3�X� Courici:l. i � � � . . . . . . . : ,� �: .�. . . . . . . Pre��,'�}er�t of the Poxt Authority of the C ��ty of Saa;nt Paul Attest: " . Secretary � � ^2�,�. � _ :, . � 2'7�.665 � Counsel considers appropriate in connection with the issuance of the Note. In the event of the absence or disability of the � President or Secretary such o�ficers 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 a11, thi;ngs and execute all in.struments and documents required to be done or_ executed by such absent or disabl,ed o�ficers, 6-5. Cit�r Council Approval. Tn order to facilita,te completion o£ the revenue � note financing herein contemplated, the Ci,ty Counci,l zs hereby requested to consent, pursuant to Laws of Minnesota, 197F, Chapter 234, to the issuance of the Note herein contemplated and any additional note which the AUTHORITY may from time to time deem necessary to complete the financing of the Equipment or to refund such Note; and �or 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 ava�.lable �nfoxmation the City Council may request. The effective date of this Resoluti;on shall be the date of approva]. by� the City Counci�.. = - 6-�6. Supplemental or Amendator� Resaluti:on. Subject to the terms and provisions conta3ned in this Section, and not otherwise, the AUTHORITY, upon receipt of an instrument evidenca,ng the eonsent to the � below-mentioned supplemental or amendatory resolution by the Lender, may adopt such other resolution or resolutions supplemental or amendatory thereto as shall be deemed necessary and desirable for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Resolution or in any supplemental or amendatory resolution; provided, however, that a supplemental or amendatory resolution under this Section which adversely affects the right of the Borrower under the Loan Agree- ment shall not become effective unless and until the Borrower sha11 have consented in writing to the adoption and delivery of such resolutior�. In this regard, the AUTHORITY shall cause notice of the proposed adoption and delivery of any such supplemental or amendatory resolution, together with a copy of the praposed reso- lution, to be mailed by certified or registered mail to the Borrower at least fifteen (15) days prior to the pra- posed date of adoption and delivery of any such resol.u- tion. The Borrower shall be deemed to have consented to the adoption and delivery of any such resolution if the -20- _ . ,.,.,�.-.�.�. ;�. ,_..a�....._-- , _ ;