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270043 WH17E - CITY CLERK � � PINK - FINANCE COIII1C11 � CANARV - DEPARTMENT - GITY OF SAINT PAUL �"�`�� BIUE - MAYOR File NO. Council 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 Resolution No. 1261 , giving preljminary approval to the issuance of revenue bonds in the initial principal amount of approximately $740,000 to finance the completion of the asphalt mixing and petroleum storage canplex at their asphalt mixing and petroleum storage complex at their 15-acre site ]n Red Rock Industrial District. , 2. Laws of Minnesota 197�, x�hapter �34, provides that any issue of revenue bonds author.�zed by-�lie `Port Authorit� "di 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; ��. 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 $740,000 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. 1247 in the initial principal amount of approximately $7�8,000.00 at a net interest cost of not to exceed 8%, the exact details of which, including, but not limited to, provisions relating to maturities, in�erest 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 Author9ty, found by the Port Authority to be necessary for carrying out the purposes for which the aforesaid bonds are issued. COUIVCILME[V Requested by Department of: � Yeas Nays Butler Hozza [n Favor Hunt Levine � _ Against. BY Roedler Syivester Tedesco NOV 3 1g77 Form Approved by 'ty Atto ey Adopted b ouncil: Date Certi d Pass y Counc� ecretary BY B Appr e Mayor: Date -� NOV 4 1977 Approved y ayor for Submissjon to Council . By By PllBUSHED �� 1 � '�` ! �- � �� .��'<�� " RESOLUTION NO. i261 -_ _ _ SUPPLEMENTAL BOND RESOLUTION . � $740,000 _ - , . INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES R PORT AUTHORITY OF THE CTTY OF SATNT PAUL ADOPTED: OCTOBER 18, 1977 � . , - . f j� TABLE OF CONTENTS gage - - ARTTCLE ONE - DEFINITIONS , LEGAL AUTHORIZATION : � ` _ AND FINDINGS _ - 1 _ _ - - . _ _. . Section 1-1. Definitions 1 Section 1-2. Exhibits � Section 1-3. Legal Authorization � Section 1-4. Findings 5 Section 1-5. Authorization and Ratification 7 of Project � � � ARTI�LE TWO - THE BONDS 8 Section 2-1. Basic Resolution No. 876 g . Section 2-2. Authorized Amount and Form � � of Bonds Section 2-3. Bond Terms 14 Section 2-4. Execution 15 _ Section 2-5 . Delivery of Bonds � 1� � Section 2-6. Ownership of Bonds � 17 Section 2-7. Delivery of Temporary Bond � 17 • Section 2-8. Qualification under Section 2-2 of Basic Resolution No. 876, 17 , ARTICLE THREE - ADDITIONAL GENERAL COVENANTS . 18 AND FUNDS � • Section 3-1. Maintenance and Repair _ 18 Section 3-2. Recording and Filing Section 3-3. Series I Construction Fund�� 18 • Section 3-4. Common Revenue Bond Fund 18 Section 3-5. Reserves 19 Section 3-6. Series I Property znsurance and lg Award Fund Section 3-7. Purchase of Bonds 20 ARTICLE FOUR - POSSESSION, USE AND RELEASE OF 21 � PROPERTY Section 4-1. Possess�on and Use 21 Section 4-2. Conveyance .for Access or Other 2� � • Easement Section 4-3. Release .of Encumbered Equipment_ 21 . , . l. �. Page ARTICLE� FIVE - SUPPLEMENTAL AND AMENDATORY 23 � . RESOLUTIONS Section 5-1. Suppleinental and Amendatory .� Resolutions Not Requiring Consent _ 23 of Bondholders • Section 5-2. Supplemental and Amendatory _ � Resolutions Requiring Consent 23 � of Bondholders . ARTICLE SIX - AMENDMENT TO LEASE - 25 _ Section 6-l. Amendments Without Bondholder 25 Consent Section 6-2. Amendments Requlring -Bondholder 26 Consent - � ARTICLE SEVEN -- MISCELLANEOUS 27 Section 7-1. Consent of Bondholders 2? Section 7-2. Notice of Amendments 2� Section 7-3. Severability � 28 Section 7-4 . Limitation o Liability _ 28 Section 7-5. Authentication of Transcript 28 Section 7-6 . Registration of Bond Resolutio 29 . ' Section 7-7 . Approval of Tenant . Section 7-8. Authorization to Execute Amendment . To Lease and Incidental Documents 29� Section 7-9 . Purchase of Bonds � 29 SIGNATURES EXHIBITS � . � . � �� SUPPLEMENTAL BOND RESOLUTION BE IT RESOLVED by the Port Authority of the City of Saint Paul that Basic Resolution No. 876 is supplemented as follows : � - : ARTTCLE ONE -. , . � DEFINITIONS, LEGAL AUTHORTZATION AND FINDINGS 1-l. Definitions. Any terms defined in the Lease and Basic Resolution No. 876 shall have the same meanings when used herein as assigned them in the Lease or Basic Resolution No. 876 unless the cont�xt or use thereof indicates another or a differ- ent meaning or intent. In addition the terms hereinafter set � for�h unless the context or use thereot shall reguire otherwise, shall have the following meanings : . (1) Act: Minnesota Statutes , Chapter 458,. 474 , 475 and - all amendments and supplements thereto; (2y Additional Imnrovem�nts: that portion of the Project to be financed by the Series R Bonds; (3) Amendment To Lease: an agreement dated October 15, 1977 by and between the AUTHORITY and the Tenant amending the Lease, a form of which Amendment To Lease is on file in the office of the AUTHORITY; (4) AUTHORITY: the Port Authority of the City of Saint Paul, and any successor public corporation; . (5) Basic Resolution No. 876: Resolution No. 876 �of the . AUTHORITY adopted February 14, 1974 , and alI amendments thereto, pursuant to which a Common Revenue Bond Fund has been estab- - lished and basic authority has been provided for the issuance of certain Revenue Bonds, including the Bonds authorized by the Bond Resolution, and for the payment thereof solely from revenues pledged to the Common Revenue Bond Fund; _ (6) Bond Closing: the date on �ahich there is delivery of and payment for the Bonds; � (7) Bond Counsel: the firm of Briggs and Morgan, Profes� sional Association, of St. Paul� �iinnesota, or any other attorney designated by the AUTHORITY, duly admitted to practice law befare 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 s.uch Counsel; � (g) Bond Fund: the Common Revenue Bond Fund; � (9) Bond Resolution: this resolution of the AIITHCIRITY . adopted October 18, 1977 , as a supplement to Basic Resolution No. 876. pursuant to which the Bonds are authorized to be issued; and all re�erences in this instrument to designated "Arti.cles," � �� "Secti.ons" and other subdivisions are to the designated Arti- cles, Sections and subdivisons of this instrument as originaily executed, and 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; (10) Bondholder: any Holder of a Bond,• � (11) Boncls= the Port �Authority of the City of Saint Paul Industrial Development Revenue Bonds , Series R, to be issued by the AUTHORITY pursuant to the Bond Resolution; (12) Common Revenue Bond Fund: the fund established under Basic Resolution No. 876 and sometimes referred to herein as the � Bond Fund from �ahich the principal of and interest on the Bonds and certain other Revenue Bonds are payable; (13) Cost: anyCovenants�ssometimesn ollectivelysreferred . 2.02 of the Pro�ect to herein as Cost of the Project; � - (14) Holder: the bearer of any Bond, who may be presumed by the AUTHORITY and the Paying Agent to. be the owner thereof as provided in Section 2-6; (15) Lease: the Lease dated F�heuAUTHORITY7leases�eded by the Amendment To Lease, whereby Project to the Tenant and provide for the installation and construction of the Project, a form of which Lease is on file in the office of the AUTHORITY; (16) paying Agent: the� bank designated pursuant to . this Bond Resolution as the agent of the AUTHORITY to receive and disburse the principal of and interest on the Bonds , and any duly designated successor Paying Agent; (17) Pro 'ect; (A) the land and any other easements and rights described in Exhibit A of the Lease, and any other easements, _2- • . - � � railroad access and other interestA oflt erLeasetandrwhichuare� the property described in .Exhibit � neGessary for the operation of the Project; • (g) the building or buildings , improvements and . - equipment to be acquired, cons�iontContractnstalled thereon and therein under any Construc . � �C} any equipment of a capital nature purcfiased in whole or in part from the proceeds of tl�e Series I Bonds or . Series R Bonds and described in Exhibit B of the Lease� (D) all other buildings , structures , improvements, access raads and utilities and other facilities which may be constructed for the Project and paid for in�whole or in part from proceeds of the Series z Bonds or the 5eries R Bonds . and alI machinery and other equipment of a capital nature purchased in whole or in part from the pr�ceeds of the Series I Bonds or the Series R Bonds; and (E) a11 additions to, replacements of and substitu-_ tions for any of the foregoing which may be made as _ permitted � or required by the Lease, except that (F} Related Facilities and any of the foregoing which are released or taken by Condemnation as authorized or �con�em- plated by the Lease, or which are installed as equipment by the Tenant at its own expense as provided in Section 2. 09 an3 2.10 of the Lease, shall not constitute a part of the Project; (lg) Project Equipment: all tangible per�onal property� fixtures and trade fixtures forming a part bf the Project as � defined in item (15) of this Section, wliether initially, by way of s�bstitution or otherwise and whether or not when added to the Project such equipment becomes a part of the real estate; (lg) Purchasers the Underwriter; � (20) Related Facilities: an asphalt mixing plant, including all appurtenances thereto not financed from the , proceeds of the Series I Bonds or the Series R Bonds nor _ required to maintain the structural integrity of the Project; (21) Reserve Fund: sometimes referred to as the Res�erve, being the Fund so designated in Basic Resolution No. 876 and forming a part of the Bond Fund which Reserve is to be used for the payment of principal and interest on the Bonds and all other Revenue Bonds payable �rom the Bond Fund under the circumstances described in Basic Resolution No. 876; . -3- . � . � „ • • (22) Revenue BOthe Bond1Fundeoneabparitylofllieng the , Bonds, payable from (23) Series I Bondds SeriesTlORdated Februaryal, 1977 Development Revenue Bon , authorized by Supplemental Bond Resolution No. I148; � (24) Series R Bonds: the Bonds herein authorized; _ . (25) � ` Series I Construction Fund: the. fund cxeated by Sec-- tion 3-3 of Supplemental Bond Resolution to which the proceeds of the Series I Bonds and Series R Bonds, except for any accrued interest, capitalized interest and capitalized reserve are appropriated; __ . (2C,) Series I Property Insurance and Award Fund: the account created by Section 3-6 of Supplemental Bond Resoluti.on No. 1148 to which proceeds of insurance and any Condemnation award are ta be credited; (27) Su plemental Bond Resolution No.. 1148: the � reso].ution of the AUTHORITY adopted January 18, 1977 , as a supplement to Basic Resolution No. 876 , pursuant to which the Series I Bonds were authorized to be issued; (2$) Tenant: Barton Enterprises, Inc. , a Minnesota corporation, its successors and assigns, and any surviv�.r�g, resulting or transferee corporation or other business entity which may assvme its obligations under Section 4.05� of the Lease; . (29) Underwriter: MitSesuccessorsdandMassignsl�� Inc. , a Minnesota corporation, (30) Underwriting Agreement: an agreement, dated October 18, 977, by. and between the Underwriter, the - AUTHORITY and the Tenant, providing in a preliminary way for the purchase of the Bonds, a copy af which is on file in the offices of the AUTHORITY. . � 1-2. Exhibits. The following Exhibit i.s attached to and by referenc de a part of this Bond Resolution: (1) Exhibit Ac form o� Temporary Bond. 1-3. 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, -4_ . . � . 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 and conditions set forth in the said Chapters 474 and 458, Basic Resolution No. 876 and this Bond Resolution. • - 1-4. Findings. The AUTHORITY has heretofore deter- - _ mined, and does hereby determine, as follows: . . (1) �he AUTHORITY fias heretofore acquired and developed the land and is authorized by the Act to improve and lease the same for the public purposes expressed i.n the Act; � • (2) the AUTHORTTY has made the necessary arrangements with Tenant, for the establishment within Red Rock Industrial District of a Project consisting of certain property to be used in connection with the operation of a revenue-producing , enterprise contemplated by Minnesota 5tatutes , Section 474.02, Subdivision la, al1 as more fu11y described in Section 1--1 (17) , which property will be of the character and accomplish the pur- poses provided by the Act, and the AUTHORITY has by tnis Bond Resolution authorized execution of the Amendment To Lease to be dated as of October 15, 1977 and has specified the terms and conditions of the construction of the Project and the installation of Additional. Improvements as a part thereof and of the leasing of the Project to the Tenant; (3) in authorizing the Project including the Additional � Improvements the AUTHORITY's purpose is, and in its judgment the effect thereof wi11 be, to promote the public welfare � by; the attraction, encouragement and development of � _ economicaJ.ly sound industry so as to prevent, so far as . possible, blighted and marginal lands and areas of chronic unemployment and the emergence of such lands and areas; the development of industry 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, educated personnel of mature age to other areas , thus preserving the economic and human resources needed as a base for providing governznental 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 Gity; (4) the amount estimated to be necessary to finance the Cost of the Project, including the costs and estimated costs _5_ . , . _ _ , � � . permitted by Minnesota Statutes, Section 474.05, will require the issuance, sale and delivery of the Bonds in the aggregate principal amount of $740,000 as hereinafter provided in addition ta the Series L Bonds heretofore issued; . � (5) it is desirable, feasible and consistent with the objects and purposes of the Act and Basic Resolution No. 876 to issue the Bonds for the purpose ot constructing and � installing the Additional Improvements; . � - (6j- the Bonds are Additional Bonds within the meaning Qf Section 2-2 of Basic Resolution No. 876 and are payable from revenues derived from various revenue producing facilities of the AUTHORITY on a parity of lien with all other Revenue Bonds which have heretofore and may hereafter be issued by the AUTHORITY and made payable from the Common Revenue Bond Fund; ('7} the Bonds and the� interest coupons appertaining thereto do not constitute an indebtedness of the AUTHORITY ar the City of Saint Paul within the meaning of any constitutional or statutory limitation and do not constitute nor give rise t4 a pecuniary liabil.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 AUT�iORITY ar the City is pledged for the payment of the Bonds or interest thereon; and the Additional Charges payable under the Lease and any sums credited to the Series T Property Insurance and Award Fund as provided in this Bond Resolution do not constitute Net Revenues within the meaning o� Section 1-1 (22) of Basic Resolu- tion No. 876; (8) the installation and construction of the Additional Improvements, the issuance and sale of the Bonds , the _ � execution and delivery of the Amendment To Lease, and the performance of all covenants and agreements of the AUTHORITY contained in the Lease, Basic Resol.ution No. 876 and the Bond Resolution and of all other acts and things required under the Constitution and laws of the 5tate of Minne- sota to make the Lease and the Bonds valid and binding vbli- gations of the AUTHORTTY in accordance with their terms� are authorized by the Act, Basic Resolution No. 876 and this Bond . Resolution and Supplemental Bond Resolution No. 1148, (g) the Bonds arebinofSthealnternalpRevenuenCodelandn�re� meaning of Section 103 ( ) to be issued within the exemption provided under subparagraph (D) of Section 103 (b) (6) of the Code with respect to an issue of $5,000 ,000 or less; provided that nothing herein shall prevent the AUTHORITY from hereafter qualifying the Bonds un�er a _6_ ' . . • different exemption if, and to the extent, such exemptian is permitted by law and consistent with the objects and purposes of the Act; . - (10) the cost of acquisiti.on and development of the Pro- � ject site heretofore undertaken and financed by tYie AUTHORITY � does not and shall not constitute any part of the Cost of the Project; . - - � G11) the Project is not property of the character contem-� plated in Minnesota Statutes, Section 462. 356, Subdivision 2 and has no relationship to any comprehensive municipal plan within the meaning of said Subdivision; and (12) the Underwriter has offered to purchas� said Bonds in accordance with the terms and conditions of the Underwriting Agreement and thi.s Bond Resolution. 1-5. Authorization and Ratification of Project. The AUTHORITY hereby author�.zes the Tenant, in accordance with the provisions of Minnesota Statutes, Section 474.03 (6) , and subject to the terms and conditions set forth in the Project Covenants, to provide for the construction, acquisition and installation of the buildings, improvements and equipment to be included in the Project under the £�lans� and Specifications � for the Additional Tmprovements by such means as shall be available to the Tenant' and in the manner determined by the Tenant, and without advertisement .for bids as may be required for the construction and acquisition of any other municipal facilities, and hereby ratifies, affirms and approves all actions heretofore taken by the Tenant consistent with and in anticipation of sueh authority and in compli.ance with the ' Plans and Specifications. � � -7- . . . . . ART2CLE TWO , THE BONDS � 2-.1. Basic Resolution No. 876. The Bonds shall be issued, secured, executed and authenticated under the provisions of Basic Resolution No. 876 , and al1 applicable terms, covenants ' and conditions contained in Basic Resolution No. 876 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 to the extent that they are not incon- sistent with those contained herein. 2--2. Authorized Amount and Form of Bonds. The � Bonds issued pursuant to this Bond Resolution shall be in � substantially the form set forth herein, with such appropriate variations, omissions and insertions as are permitted or required by this Bond Resolution, and in accordance with the further provisions of this Article, and the applicable provisions of Basic Resolution No. 876 , and the total principal amount of Bonds � that may be outstanding hereunder is expressly la.mited to $740 ,000 unless Additional Bonds are authorized as provided in Sections 2-2 and 2-3 of Basic Resolution No. 876 or duplicate Bonds are issued under Section 2-5 of Basic Resolution No. 876. Said Bonds and the coupons appurtenant thereto sha11 be in substantially the following form: _g_ , , . � UNITED STATES OF AMERICA STATE OF MINNESOTA � COUNTY OF RAMSEY PORT AUTHORITY OF THE ' CITY OF SAINT PAUL • No. � . : $5'�� . . . - .._----�--- . INDUSTRTAL DEVELOPbiENT REVENUE . BOND, SERTES R � KNOW ALL MEN BY THESE PRESENTS that the Port Author- ity 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 bearer, but only out of i�s Common Revenue Bond Fund,. the principal sum of FIVE THOUSAND DOLLARS on the first day of February, 197�, or, if this Bond is - � prepayable as stated below, on a prior date on which it sha�.l have been duly called for redemption, �and to pay interest on said principal sum solely from said fund at the rate of : . . � : . percent ( �3 I�er � annum from the date hereof until the principal sum is paid or until this Bond is duly discharged, interest being payable on February l, 1978, and semiannually thereafter or� . August 1 and February 1 of each year, interest to maturity being represented by and payable in accordance with and upan presentation and surrender of the interest coupons appurtenant hereto. Both principal and interest are payable at the Northwestern National Bank of 5aint Paul in St. Paul; Minnesota or at the office of a successor. Paying Agent duly designated by the Port Authority, in any coin or currency of � the United States of America which on the respective dates of payment is 1ega1 �ender for public and private debts. � � � This Bond is one of an issue in the aggregate princi- pa1 amount of $740,000, all of like date and tenor except as to serial number, interest .rate, maturity and redemption privilege, issued in accordance with Basic Resolution No. $76 , as amended, and Suppl.emental Bond Resolution No. Z261, duly _ adopted by the Port Authority, setting forth the terms and conditions upon which such Bonds are issued and describing the _g_ : . • . security therefor. The .Bands of this series are issued by the Port Authority for the purpose of financing the construction and acquisition of buildings, improvements and equipment to be � � constructed or used on realty owned by the Port Authority (here- inafter collectively called Project) within the meaning of Minnesota Statutes, Section 474.02, Subdivision la, including the payment of expenses incidental thereto, and the leasing of the P�oject under the provisions of a Lease, dated February 1, 1977, as amended �by the Amendment To Lease, dated October 15, 1977 _ (hereinafter call.ed the Amended Lease) , thereby assisting activities in the public interest and for the public welfare of the Port District and the City of Saint Paul. - Bonds maturing in the years 1988 to 2007 , both inclusive, are subject to redemption and -prior payment at the call of the Port Authoritg in inverse order •of their serial numbers on February l, 1987 and on any interest payment date thereafter at par and accrued interest plus a premium of $104.00 per Bond called i� called before February l, 1992; and a premium of $50.00 per Bond called i� called on or after February 7., 1992. In addition, all outstanding Bonds of this issue, in �hole but not in part, are subject to redemption and prior payment at the option of the Port Authority in inverse order of their seriaZ numbers (a) at par and accrued interest on any interest payment date in the event of (1) damage to or destruction or condemnation of the Project or any part thereof to the extent provided in clauses (B) and (C) of Section 5.06 (1) of the Amended Lease or in the event of changes in the Constitution or laws of the United States or the State of Minnesota as provided in clause (D) of Section 5.06 (1)� ot the Amended Lease, and (2� - termination of the Amended Lease by .the Tenant as pravided in Section 5.06 of the Amended Lease; and (b) at par and accrued interest plus a premium per Bond equal to one year' s interest thereon on the first day of any month in the event the capital expenditure limitation provided for in Section 4.1I of the Amended Lease is exceeded and the Amended Lease is terminated as required in said Section. Prior to the date on which any Bond or Bonds are redeemed in advance of maturity, the Port Authority will cause noti.ce of the call thereof for redemption identifying the Bonds to be redeemed to be published in a financial newspaper or periodical in a � Minnesota city of the first class or its metropolitan area. Prior to any such redemption date such notice wi:ll be mailed to the bank at which principal and interest are then payal�le, but published notice alone shall be effective withou� mailing. All Bonds so called for redemption will cease to bear interest on the specified redemption date, provided funds for their redemption have been duly deposited. _10_ , , ' �� . � . . l�t.' �t. r This Bond and .the series of which it forms a part, and the interest coupons appertaining thereto, are issued . pursuant to and in full compliance with the Constitution and laws of the State of Minnesota, particularly Chapters 458,. � 4�'14 and 475, Minnesota Statutes, and pursuant to resolutions adopted and approved by the Port Authority, which resolutions ' " authorize the issuance, execution and delivexy of these Bonds as� special obligations payable solely from revenues derived from various revenue producing facilities from time to time � owned and leased or operated or otherwise financed by the Port . Authority, as hereinafter more fully set forth. - The Bonds of this issue, toge.ther with certain other Revenue Bonds of the Port Authority, are payable from a Cammon Revenue Bond Fund primarily funded by periodi�c payments (here- inafter called Available Net Revenues) which the Port Authority is entitled to receive on account of certain revenue producing facilities owned and leased or operated or othexwise financed by the Port Authority, which Avai.lable Net Revenues, if collected in full, will be sufficient to pay the principal of and interest on all such Bonds when due, and to maintain a Reserve therefor. The Bonds of this issue, together with such other Revenue . Bonds payable from the Common Revenue Bond Fund, are further secured by ari Additional Reserve Fund funded in part from Accumulated Net Revenues and to be built up and maintained out of earnings on sums in the Common Revenue Bond Fund in the manner and to the extent provided in said Basic Resolution No. 876, as amended. Reference is made to said Resol.ution and ta the Supplemental Bond Resolution authorizing the issuance o� these Bonds fox a complete statement of (a� the terms and conditions upon which the Bonds have been issued, (b) the provisions made for their security and for the issuance of � Additional Bonds payable on a parity therewith, or subordinate thereto, and (c) the rightsr duties and obligations of the Port Authority and the Holders of the Bonds from time to time. The Bonds and interest coupons appertaining thereto do not coMStitute an indebtedness of the Port Authority or the City af St. Paul within the meaning of any constitutional or statutory limitation and do 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 emplayees 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 Bonds or interest thereon. -11- , . . ' . • . � IT IS HEREBY CERTIFIED, RECITED AND DECLARED that the Port Authority has duly created said Common Revenue Bond Fund and has pledged and appropriated thereto Availabl� Net. Revenues derived by the Port Authority from various revenue producing facilities owned and leased or operated or otherwis� 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 applicable leases and agreements relating to its facilities - � for the performance of its obligations and for the enforcement of all obligations o�' all other parties thereto and for the collec- tion of all rentals, payments, rates and charges when due to the extent and in the manner provided in Basic Resolution No. 876r as amended, and the Supplemental Bond ResoZution; that this Bond is secured by a pledge of and lien upon said Available Net Revenues; that the Bonds o� this issue together with other Revenue Bonds heretofore and hereafter issued on a parity therewith and made payable from the Common Revenue Bond Fund are entitled to the same parity of lien on said Availa}�le Net Revenues, all as more fully provided in said resolutions; that no Additional Bonds or other obligations wi11 be issued and � made payable from such Available Net Revenues on a parity � therewith or subordinate thereto except as specifica].ly pravided in the said resoTutions; that a11 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 ger- formed in order to make this Bond a valid and binding special obligation of the Port Authority according to its terms have been done, do exist, have happened and have been per�ormed in regular and due form, time and manner as so required; and that the issuance of this Bond 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 WHEREOF, the Port Authority of the City of Saint Paul has caused this Bond to be executed in its behalf by the manual signature of its President and the facsimile signature of its Secretary, and sealed with a facsimile �of its corporate seal, and has caused the interest coupons appurtenant hereto to be executed and authenticated by the facsimile signatures of said officers , and has caused this . Bond to be dated as of October 15, 1977. , ��(SEAL) � Secretary President -12- • . _ ' . • . (Form of Coupon) On the first day of February (August) , I9 , unless � f_he Bond described below is called for earlier redemption, the Port Authority of the City of Saint Paul, Minnesota, will pay to bearer at the Northwestern National Bank of Saint Paul in St. Paul, Minnesota, or the office of a successor Paying Agent duly designated by the Port Authority, but solely from it� Common Revenue Bond Fund, the sum shown hereon �or interest then due on its Tndustrial Development Revenue Bond, Ser.ies R, dated October 15, 1977. (Facsimile Signature�) � � � (Facsimil.e Signature�) Secretary President . -13- , . . � 2--3. Bond Terms. The terms and conditions of the Bond sale shall be as foTlows: (1) The Bonds issued in the aggreig77 pshallpbe in�the of $740,000 shall be dated October 15 , , denomination of $5,000 each and numbered in order of serial - numbers and shall mature on February l in the years and amounts set forth below, with Bonds maturing in such years and amounts � bearing interest ��roni date of issize until paid or discharged as fierein provided at the aVe�al rate set �orth oppasit,e such years and amounts, respecti y : Year . .Aniotint Rate . .____--.— ----- 1979 $10,000 - • '6.250 1980 $10,000 6.250 1981 . .$10,000 6.250 1982 $IO,OOQ 6.250 1983 $10,000 6.250 1984 $15,000 6.250 . 1985 $15,000 6.250 1986 . $15,000 6.250 1987 $15,000 6.250 . 1988 $15 ,000 6.250 1989 $2��000 . 6.250 1990 $20 ,000 . 6.250 1991 : $20 ,000 6.250 1992 $20,000 6.250 1993 �$25,000 6.250 1994 $25 ,000 6.250 1995 $25,000 6.25Q 1996 $25,000 6.250 ' 1997 $30 ,000 : 6.254 1998 $30 ,000 6.250 � 1999 $30,000 6.250 2000 $35,000 6.250 2001 $35,000 6.250 2dQ2 $40,000 6.250 . 2003 $40,000 6.250 2004 $45,000 6.250 2005 $45,000 6.250 � 2006 $50,000 6.250 2007 $55,000 6.250 The interest on the Bonds to maturity shall be evi- denced by attached interest coupons. The interest on each Bond shall be payable on February l, 1978 and semiannually � thereafter on each August 1 and February l until the Bond is fully paid or discharged. The pra.ncipal of and interest Qn the -14- , ' . Bonds shall be payable at the Northwestern National Bank of Saint Paul in St. Paul, Minnesota or at the office of any successor Paying Agent duly appointed by the AUTHORITY. � (3� In the event of (a) damage to or destruction of the � Project or condemnation of the Project or any part thereof to the extent provzded in clauses (B) or (C) of Section 5.06 (1) of the Lease or in the event of any changes in the Constitution or laws of the United States or the State of Minnesota as pro- � vided by clause (D} of Section 5.06 (1) o� the Lease and �(b) the termi.nation by the� Tenant of the Lease upon the -occurrence of those events as provided in Section 5.06 of the Lease, th� Bonds shall be redeemed by the AUTHORITY, in whole and not in part or� the then next succeeding interest payment date, or if proper notice of call cannot be given before such date,. on the next succeeding interest payment date, at 1000 of the principal amount to be redeemed plus. accrued int�rest to the redemption date. � In the event of (a) the interest on the Bonds be- - coming taxable as provided in Section 4.1I of the Lease and - (b) the termination of the Lease upon the accurrence of such ' event as required in Section 4.11 of the Lease, the Bonds shall be redeemed by the AUTHORTTY, in whole and not in part on the first day of the then next succeeding month before which proger notice of call can be given, at par and acerued inter�st plus a premium per Bond equal to one year' s interest at the basa,c � coupon rate applicable to said Bond. . (4) All Bonds maturing in the years 1988 to 2007, bath inclusive are subject to redemption and prior payment in whole or in part at the option of the AUTHORTTY in inverse order of � their serial numbers on February l, 1987, and on any interest payment date thereafter at par and accrued interest, plus a premium of $100 .00 per Bond called if called before February 1, 1992; and a premium of $50.00 per Bond called if called on or after February 1, 1992. (5) Except •as provided in this Section 2-3 (3) and (4) , the Bonds shall not be subject to redemption prior to their stated maturity date. • 2-4. Execution. Each Bvnd shall be executed on behal€ of the AUTHORTTY by the manual signature of the President of the AUTHORITY and by the printed, engraved or lithographed facsimile signature of the Secretary af the AUTHORITY and the interest coupons pertaining thereto sha11 be executed by the printed, engraved or lithographed facsimile signatures of sai.d officers; -15- . . provided that each Bond �may at the direction of the President : of the AUTHORITY be attested by the manual signature of the Secretary or of a person authorized to sign on behalf of the Paying Agent, hereby designated for such purpose as authenti- cating agent, in which event the signature of the President on the Bond may be a facsimile signature. In the event of the disability or resignation or other absence of either such officer, the Bond and interest coupons may be signed by the manual oz facsimile signature, as the case may be, of that officer who under the bylaws of the AUTHORTTY may act in behalf of such absent or disabled officer. The Bonds may be sealed with the seal of the AUTHORTTY; provided that the seal of the AUTHORITY may be a printed facsimile and provided further that the seal may be omitted. In case any officer whose signature shall appear on the Bonds or coupons shall cease to be such � bfficer. before delivery of the Bonds, such signature or facsimile shall never- theless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. 2-5. Deliver of Bonds . Before delivery of the Bands there shall e filed with the Secretary of the AUTHORTTY . the following items : (1) {A) an executed copy of the Amendment To Lease; (g) an executed copy of Short Form of Amendment To Lease with evidence that it has been recorded in the office. of the County Recorder or Registrar of Titles , or both, whichever is appli.cableR of Ramsey County, Minnesota; (2) financing statements and any amendments thereto endorsed as having been filed with the Secretary of State of Minnesota and the County Recorder or Registrar of Titles, or both, whichever is applica.ble, of Ramsey County, Minnesota, . showing the interest of the AUTHORITY in the Project Equipment to be purchased from Bond proceeds; (3) an opinion of Independent Counsel in scope and sub- stance satisfactory to Bond Counsel that the AUTHORITY has good and marketable title to the Project Premises, free and clear • of all liens and encumbrances except Permitted Encumbrances; � (4) the manually-signed opinion af Bond Counsel approv- ing the legality of the Bonds; (5) an opinion of counsel for the Tenant in a form approved , by Bond Counsel; and -16� � • - , , . � . ��y,��-, f=, _ , : (6) such other documents as Bond Counsel reasonably deter- mines are necessary as a precondition to the issuance of its opinion �as provided in clause (4) above; grovided, however, that Bond Counsel may waive the requirement that one or more of the foregoing items be filed with the AUTHOR- � ITY on or prior to Bond Closing (except the item required i.n . clause (4) above) upon the AUTHORITY and Bond Counsel receiving adequate assurances that such item or items will be filed with � the Secretary as soon as practicable following delivery of the Bonds. � 2-6. Ownership of Bonds. The AUTHORITY and the P ay- ing Agent may deem and treat the Holder of any Bond, whether or not such Bond shall be overdue, and the Holder of any coupon, whether or not such coupon shall be overdue, as . the absolute owner of such Bond or coupon for the purpose of receiving pay- ment thereof and for a11 other purposes whatsoever, and the AUTHORITY and the Paying Agent shall not be affected by any notice to the contrary. � 2-7. Delivery of Temporary Bond. In order to facilitate timely delivery of the Bonds , the Underwriter may elect with respect to the Bonds to receive in lieu of th� serial coupon Bonds, as set forth in Section 2-2, a single Bond in the form attached hereto as Exha.bit A, which Bond sha11 upon request of the Underwriter and the printing of the appropriate serial coupon Bonds be exchanged therefor and cancelled, al.l at the � expense of the Underwriter. 2-8. Qualification under Section 2-2 of Basic Resolu- tion No. 876. It is hereby found, determined and declared t�at the Bonds sha11 upon their issuance provide for additional � Available Net Revenues , which if collected in full and when due will be sufficient to pay when due the principal and interest on the Bonds and shall result in the deposit at the Bond Closing in the Bond Fund from funds to which no lien has theretofore attached under Basic Resolution No. 8��6 of a sum equal to the maximum amount of principal and interest due on the Bonds in . any future calendar year, and that all other conditions re- quired to be met under Sectian 2-2 of Basic Resolution No. 876 shall be met by Bond Closing. - -17- . ' � V • ARTICLE THREE ADDITIONAL GENERAL COVENANTS AND FUNDS 3-1. Maintenance and Repair. The AUTHORITY cove- nants that it will at all times cause the Tenant to maintain, preserve and keep in good condition, repair and working order : the Project. � - _ - _ . � _ _ _ _ _ - _ : 3-2. Recording and Filing. The AUTH4RTTY covenants that solely from available Additional Charges it will cause the Lease or a short form thereof and a11 supplements thereto, and all related financing statements, to be kept, recorded and filed in such manner and in such places as may be required by law in order to preserve and protect fully its security inte.rest in the Project, and will cause. rerecording and refiling of each financing statement and each supplement thereto. as is necessary to maintain, preserve and protect such security interest. 3-3. Series I� Construction Fund. There .has hereto- � fore been created under Supplemental Bond Resolution No. 1148 a separate special construction fund designated the Series I Construction Fund. The proceeds of the Bonds (except the . , sums required to be deposited in the Bond Fund and the Reserve therein pursuant to Section 3--4 hereof) shall be deposited in the separate special Series I Construction Fund and shall be disbursed from said Construction Fur�d by the AUTHORITY in accordance with the provisions of this Section and Sections 2.03 and 2.04 of the Project � Covenants. Any sums transferred from the Series I Con- struction Fund to a ,separate sub-account of the Reserve in the Bond Fund (excluding interest thereon} in accordance with Section 2.04 (2) of the Project Covenants and Section � 3-5 of this Bond Resolution may be used exclusively either � tQ pay the last installments of principal and interest due on the Bonds or to help prepay or otherwise discharge all outstanding Bonds or for any other purpose autharized under Basic Resolution No. 87b. . 3-4. Common Revenue Bond Fund. In addition to ' the sums otherwise pledged and. appropriated to the Bond Fund under Basic Resolution No. 876 and all other supplemental resolutions, the AUTHORITY shall deposit in the Bond Fund � forthwith upon receipt of the proceeds of the Bonds (i) the � interest accrued on the Bonds from thei.r nominal date to th�e date of delivery of the Bonds to the Purchaser and Eii) Band proceeds in an amount equal to the maximum principal and -18- � . , . • . interest to become due on the Bonds in any future calendar _ year, to be credited to the Reserve established in the Bond Fund. Thereafter all Available Net Revenues derived by the AUTHORITY from the Project, including Basic Rent and to the extent permitted by law interest at the rate •per annum of eight percent (8.00o) or one half of one percent greater - than the interest rate due on the outstanding Bond then bearing the highest coupon rate, whichever interest rate is higher, on any Basic Rent not paid when due, any intere::t �� earned on sums in the Series I Construction Fund and credi,ted - against current installments of Basic Rent due under the Lease and all other sums required to be paid into the Bond . Fund under this Bond Resolution or the Lease, shall be credited to the Bond Fund as �received and are hereby pledged to the Bond Fund to the extent and in the manner provided in Basic Resolution No. 876, provided that any �sums attributable to that portion of the purchase price computed in accordance with Section 4.11 (2) (B) (ii) : of the Lease may, but need not, be paid by the AUTHORITY to the purchasers of the Bonds as compensation for any loss they sustained by reason of the loss of the tax exempt status of the interest on the Bonds. � 3-5. Reserves. The Bond proceeds deposited in the Bond Fund as a capi alized reserve shaZl be credited to the Reserve, and the balance of any principal funds in the Series I Construction Fund transferred to the Reserve in accordance with Section 2. 04 (2) of the Pro�ect Covenants (excluding any interest earnings credited to the Bond Fund as provided in Section 3-4) and any other sums required under the Lease to be deposited in the Reserve, shall be credited to a separate sub--account therein for use in accordance with Section 3-3 and Section 1.02 of the Lease. No earnings on sums in the Bond Fund (including the Reserve and any separate sub-account therein) shall be credited against any installments of Basic Rent or otherwise accrue to the Tenant. Such earnings shall instead accrue for the benefit of and may be used for any proper corporate purpose by the AUTHORITY to the extent and in the manner provided in Basic Resolution No. 876. The Reserve and Additional Reserve established under Basic Resolution No. 876 and other sums pledged and appropriated thereto as provided in Basic Resolution No. 876 shall secure � payment of the Bonds to the extent and in the manner provided � in Basic Resolution No. 876. 3-6. Series I Property Insurance and Award Fund. There has heretofore been created a special Series I Property Insurance and Award Fund for the Project pursuant to Section 3-6 of Supplemental Bond Resolution No. 1148. The provisi:ons -lg- . of said Section 3-6 shall continue to be binding upon the AUTHORITY except that� the defined terms set forth in said� Section 3-6 shall be as defined in this Resolution and all �references to the Series I Bonds shall be deemed. to include reference to the Bonds herein authorized. � 3�7. Purchase of Bonds. Pursuant to written request from a Representative of the Tenant under Section 5.04 of the Lease and subject to the terms and conditzons of said Section ;5.04, and upon deposit by the Tenant with the AUTHORITY of -a sum, in excess of- Basic Rent and other : � : payments then and theretvfore required to be depasited in - the Bond Fund, sufficient to purchase one or more Bonds, the AUTHORITY sha11 endeavor to purchase on terms satisfactory to the Tenant so many of the Bonds as the sum deposited will permit and will use such sum and any eaxnings thereon _ for no other purpose except .to reimburse the AUTHORITY for any expenses incurred in connection with such purchase. Any prepayment by the Tenant of Basic Rent as provided a.n Section 5.04 of the Lease sha11 be credited to a sub-account of the Reserve in the Band Fund and may be applied as provided in Section 5-3 (4) of Basic Resolution No. 876. Al1 Bonds purcYiased by the AUTHORITY shall be cancelled as � soon as received. -�20- . r ' . ARTICLE FOUR . P�SSE5520N, USE �AND RELEA5E OF PROPERTY 4�1. Possession and Use. 5ubject to the terms here- of. and to the ple ge of rentals and profits under the Lease, until the happening of an Event of Default, the Tenant shall be permitted to possess, use and enjoy the Project (except � cash or other personal property deposited or pledged or deter- mined by the terms hereof to be deposited or pledged to the AUTHORITY) and to receive and use the issues and profits of the Project. . 4-2. Conveyance for Access or OtYrer__Easement. The . AUTHORITY is authorized without consent of or notice to the holders of any Revenue Bonds payable from the Bond Fund to grant such conveyance or easement as it deems necessary to give adequate ingress or egress to and from the Project Premises in accordance with Section 5.02 of the Lease, and to grant any other easement on the Project Premises as the AiJTHORTTY deems appro- priate so long as the AUTHORTTY determines that such easement will not materially impair the operating unity and structural integrity of the Project. 4--3. Release of Encumbered Equipment. The AUTHORITY is authorized without consent of or natice to the holders of any Revenue Bonds payable from the� Bond Fund to perrnit the Tenant to remove Project Equipment from time to time in accordance with the terms and conditions set forth in Section 2.04 of the Lease, and in such event title to such Project Equipment shall auto- matically revert to the Tenant and the AUTHORTTY' shall at the reguest of the Tenant execute such instruments as are necessary to evidence such reversi.on, except that if any Project Equipment to be removed has a fair market value in excess of $1Q ,000 the AUTHORITY shall tirst formally release the same from the AUTHOR- ITY's security interest there�.n by execution of such documents as are necessary to effect such release and then only upon the following conditions: ' (1) receipt by the AUTHORITY of a written request signed by a Representative of the Tenant, describing the Project Equipment to be released and any equipment to be substituted therefor, and stating that the substituted Project Equipment i.s of equal or greater fair market value than that replaced, or if � of lesser value setting forth the fair market value of the substituted Project Equipment and the amount of cash to be paid -21-. � , � ` . , to the AUTHORITY p�rsuant to Section 2.04 of the Lease, or if no Project Equipment is ta be ,substituted, the amount of cash to be paid to '�the AUTHORITY pursuant to Section 2.04 of the Lease; • � (2} receipt by the AUTHORTTY of any cash required to }�e paid to the AUTHORITY under Section 2.04 of the Lease and of the instruments, if any specified in the opinion of Independent Counsel referred to in the following clause (3) ; (3J- if other Project Equipment is substituted for the removed Project Equipment, receipt by the AUTHORITY of an opinion of Independent Counsel specifying the supplemental fi.nancing statements and other instruments which wi].I. be sufficient to ' subject the property to a security interest in favor af the AUTHORITY, and stating that a1Z recordations °and filings of tYie instruments so specified which are required to perfect such security interest as a ,direct and valid lien, subject only to Permitted Encumbrances, have been effected. -22-- ' ARTICLE FIVE -_ SUPPLEMENTAL AND AMENDATORY RESOLUTTONS � 5-1. Supplemental and Amendatory Resolutions Not � Requiring Consent of Boridholders.� The AUTHORTTY may, fram time to time and at any time, w�thout the consent of or notice to any of the holders of any Revenue- Bonds, and when so required �- by this Bond Resolution ,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 Basic Resolution No. 876 so as to thereby (1) permit the issuanCe of AdditionaZ Bonds as provided in Sections 2-2, 2-3 and 2-5 of Basic Resolution No. 876 , (2) cure any ambiguity or formal � defect or omission in this Bond Resolution or in any supple- mental resolution, (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 ].awfully be granted to or conferred upon such holders, � (4) substitute or add additional equiptnent, machinery or land or to release land or property in the manner specifically provided herein or to more precisely identify any equipment ar machinery forming a part of the Project, (5) modify, eliminate and/or add to the provisions of this 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 Resolution with the Lease or any amendment thereto or (7) make any other change to the Bond Re�olution which in the reasonable judgment of the AUTHORTTY is not to the prejudice of any holders of Revenue Bonds. . 5-2. Supplemental� arid Amendatory Resolutions� Re--� quiring Consent of Bondholders.� Exclusive ox supplemental and amendatory resolutions covere by Section 5-1 hereof and subject to the terms and prova,sions contained in this Section, and not otherwise, the AUTHORITY upon receipt of an instrument evidencing • the consent to the below-mentioned supplemental or amendatary resolutian by the Holders of not less than fifty-one percent • (51�) of the aggregate principal amount of the Bonds autstanding, secured in accordance with the provisions of Sections 7-1 and �-2, shall adopt such other resolution or resolutions suppl.e- mental 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 contain�d in this Bond Resolution or in any ..23_ , . � . supplemental or amendatory resolution; provided, however, that nothing herein contained shall permit or be construed as per- mitting, (1) any amendment .which is inconsistent with the terms and conciitions of Basic Resolution No. 876, (2) an extension of the maturity of the principal of or the interest on any Bond or coupon not held by a consenting Holder, or (3) a re- . duction in the principal amount of any Bond or the rate of interest due on any coupon not held by a consenting Holder, or (4) a privilege or priority of any Bond -or Bonds over any �. _ other Bond or Bonds, -except� as 'otherwise provided hereiri, 'or" - (5) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental or amendatory resol.u-- tion or (6) the subordination or release of the AIITHORZTY•s title to and security interest in the Project, except as other- wise provided herein or in the Lease or any amendment thereto made without Bondholder consent under Section 6-1, without the consent of the Holders of one hundred percent (1.00�) of the principal amount of the Bonds (or, in the case of an amendment described in clause (1) , a11 Revenue Bonds payable from the BQnd Fund) then outstanding ("100$ Bondholder Consent") secured in accordance with Section 7--1. � . � Anythiny herein to the contrary notwithstanding, �a supplemental or amendatory resolution under this Article Five . which adversely affects the rights of the Tenant under the Lease .shall not become effective �unless and until the Tenant shall have consented in writing to the adoption and delivery of such resolution, except supplemental resalutions ,delivered in connection with any Revenue Bonds issued to complete the Project in accordance with the Pl.ans and Specifications. In this regard, the AUTHORITY shall cause notice of the proposed adoption of any such supplemental or amendatory resolution, together with a copy of the proposed amendatory resolution, to . be mailed be certified or registered mail to the Tenant at least twenty (20) days prior to the proposed date of adoption a£ any such amendatory resolution. The Tenant shall be deemed to have consented to the adoption of any such resolution if the AUTHOR- ITY does not receive a letter signed by a Representative of the Tenant of protest or objection thereto on or before 4 : 30 o'clock P.M. , Central Standard or Cent-ral Daylight time, whichever is . then in effect, on the fifteenth day after the mailing of said notice and a copy of the proposed resolutian to the Tenant un- less such fifteenth day falls on Sunday or legal holiday in which event the letter of objection must be received on the next succeeding business day. -24- , Y' . � . ARTTCLE SIX . AMENDMENT TO LEASE � . . �_� � 6-l. Amendments Without Bondholder Consent. The AUTHORITY and the Tenant may without the consent of or notice _ to any of the .li;olders- of :Revenue Bonds consent to any amend- � mentr change or mbdification of -the -Lease- to_ ef.fect' any �hange therein which in the reasonable judgment of the AUTHORITY does not jeopardize the exemption of interest on any Revenue � _ Bonds from federal or state income taxation and is consistent with the terms and conditions of Basic Re�crrution No. 876 and this Bond Resolution, including but not limited to changes for the following. purposes: • (1) to facilitate (a) �e affectedclandrorCthesgranting1of . services and the release of the any other easement or the subordination of the rights of the . Tenant and the AUTHORITY under the Lease to such easement as provided in 5ection 4-2, (b) the release of Project Equipment or unimproved land as provided in Sections 4-3 and 4-4 , or (c� the issuance of Additional Bonds without the consent of any holders of Revenue Bonds as provided by Sectians 2-2, 2--3 and . 2-5 of Basic Resolution No. 876; - (2) which may be required by the provisions of the Lease or this Bond Resolution; (3) for the purpose of curing any ambiguity or formal defect or omission; (4� in connection with any property or equipment acquired and which constitutes a part of the Project, including the Pro- ject Equipment described in Exhibit B to the Lease, so as to more precisely identity the same or substitute or add additional Project Equipment supplied pursuant to the Lease; (5) to qualify the Bonds under an exemption different from the $5,000 ,000 exemption of Section 103 (b) (6) (D) of the Internal Revenue Code under which the Bonds were qualified as of the date of the Lease; (6) to reconcile the Lease with any supplement or amend- ment to the Bond Resolution; or ('7) to effect any other change therein which in the rea- sonable judgment of the AUTHORITY is not to the prejudiee of any holders ot the Revenue Bonds. . -25- ' • �. .i • ' �� 6-2. Amendments Requiring Bondholder Consent. Nei- ther the AUTHORTTY nor the Tenant shall consent to any amend- ment, change or modification of the Lease which in the reason- able judgment of the AUTAORITY jeopardizes the tax exempt status of the interest on the Bonds or is inconsistent with the terms and conditions of Basic ResoZution No. 876, without publication of notice and the written approval or consent of the holders of outstanding Revenue Bonds adversely affected thereby procured as provided in Sections 7-1 and 7--2. If at any time the Tenant � shall request the. consent of the AUTHORTTY to any such proposed � amendment, change or modification of the Lease, the AUTHORITY sha11, upon being satisfactorily indemnified with respect to expenses, cause notice of such proposed amendment, change or . modification to be published in the same manner as provided in 5ection 7-2. � • ' ..26� � � � r .. � ARTICLE SEVEN • MISCELLANEOUS " 7--1. Consent of Bondholders. Any consent, request, � direction, approval, ob�ection or other instrument required by this Bond Resolution to be signed and executed by any holders of Revenue Bonds may be in any number of cancurrent writings of � similar tenor and must be signed and in wra.ting. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writi.ng 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 other instrument, namely: (1) The fact and date of the execution by any person af any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledge- ments within said jurisdiction that the person signing such writing acknowledged before him the excution 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 numbers of such Revenue Bonds, and the date of the holding of the same, may be proved by a certificate executed by any trust company, bank or banker, wherever situated, stating that at the date thereof the party named therein did exhi.b�.t to an afficer 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 certifa.cate shall be deemed by the AUTHORITY to be satis- factory. 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. 7-2. Notice of Amendments. If at any time the AU- - � THORITY desires to adopt any supplemental or amendatory resoZu- tion or amend the Lease as herein provided without conser�t of all of the holders of outstanding Revenue Bonds, unless consent �o£ and notice to any of the Bondholders is not required, the AUTHORITY shall cause notiee of the proposed resolution or amendment to be pulalished at least once in a financial periodical or newspaper of general circulation published in a Minnesota C�ty of the first class or its metropolitan area. Such notice shall briefly set forth the nature of the proposed resolution -27- ' � a `� � , or amendment and shall state that copies thereof are on file at � the principal office of the AUTHORTTY for inspection by all holders.. The AUTHORITY shall not, however, be subject to any . liability to any holder by reason of its failure to publish such r�otice, and any such failure shall not affect the validity of such resolution or amendment when consented to and agproved as . herein provided. If the holders of not less than the re- quisite percentage in aggregate principal amount of Revenue Bonds outstanding at the tzme have consented to and �approved � � � the adoption thereof- as provided in this Bond Resolution, no. _ holders of any Revenue Bond shall have any right to object to - � any of 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 AUTHORITY or the Tenant from adopting or executing the - same or from taking any action pursuant to �he provisions thereof. � 7-3. Severability. Tf 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 particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constituti.on or statute or rule or public policy, or for any other reason, such circumstances sha11 not have the effect of rendering the provision in question inoperative or unen- forceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent �n�hatsoever and shall . not affect the remaining portions of this Bond Resolution or any part thereof. - 7--4. Limi.tation of Liability. To fhe extent pex�nitted by law, no provision, covenant nor agreement contained in this Bond Resolution sha11. give rise to or impose upon the City or the AUTHORZTY or any of its officers, employees or agents any pecun- iary liak�ility. . _ 7-5. 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 a11 documents referred to herein, and affidavits or certi- � ficates as to all other matters which are reasonably necessary to evidence the validity and marketability of the Bonds. All such certified copies, certificates and affidavits , including any heretofore furnished, shall constitute recitals of. the AUTHORITY as to the correctness of all statements contained therein. 7-6. Registratian of Bond Resolution. The Secretary of the AUTH�RITY is authorized and directed to cause a copy of this Bond Resolution to be filed with the County Auditor of � -28- . . -�• � Ramsey County, and to obtain from said County Auditor a certi- ficate that the issue of Bonds hereunder has been duly entered upon his bond register. . 7-7. Approval of Tenant. Tenant has examinEd and given approval of this Bond Resolution and all terms hereof _ and approves the .sale of the Bonds as provided for herein for the price and terms� set forth �erein: . `- - - - 7,8. Authorization to Execute Amendment To Lease and Tncidental Documents. The Amendment To Lease between the � AUTHORITY and the Tenant is hereby approved in substantiall.y the form now on file in the office of the AUTHORTTY; and the President and Secretary of the AUTHORITY are�•authorized to execute the same in the name of and an behalf of the AUTHORTTY and such other documents, including the afficial statement ta be used by the Underwriter in marketing the Bonds , as Bond Counsel or Tndependent Counsel consider appropriate for Bond Closing. In the event of the disability or the resignation or other absence of the President or Secretary of the AUTHORITY, such other officers of the AUTHORITY who may act in their behalf shall without further act or authorization . of the AUTHORTTY do all things and execute all instruments and documents required to be done or to be executed by such absent or disabled officials. 7-9. Purchase of Bands . The proposal of Miller & Schroeder Municipals, Inc. , to purchase $740,000 Port Author- . ity of the City of Saint Paul Industrial Development Revenue � Bonds, Series R, authorized pursuant to this Bond Resolution at a price of $717 ,800 plus accrued interest on $74O ,Q00 from the date of said Bonds to the date of delivery at the coupon rates above specified is hereby accepted. ADOPTED: October I8, 1977 President of the Port Authority . of the City of Saint Paul Attest: Secretary --29- � . � t `� , EXHIBIT A � UNTTED STATES OF AMERTCA STATE OF MINNESOTA � � COUNTY OF RAMSEY . - PORT AUTHORITY OF THE CITY OF SAINT PAUL � $?40,000 - - INDUSTRTAL DEVELOPMENT REVENUE BOND, SERIES R KNOW ALL MEN BY THESE PRESENTS that the Port �uthor- ity of the City of Saint Paul (herein called "Port Authority") , Rarnsey County, Minnesota, a body corporate and politic, for. value received hereby promises to pay ta Miller & Schroeder Municipals, Tnc. , but only out of its Common Revenue Bond Fund, � the principal sum of $740 ,000 on the first day of February � in the years and installments, with interest thereon from date of issue until paid or duly discharged, as follows : . Maturity and Tnterest Schedule of Seri.es R Industrial Development Revenue Bonds Interest shall be payable on February 1, 1978, and semiannually thereafter on August 1 and February 1 of each year. Both principal and interest are payable at the Northwestern Natianal Bank of Saint. Paul in St. Pau1, Minnesota or at the office of a successor Paying Agent duly designated by the Port � Authority 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 Bond has been issued in accordance with Basic Resolution No. 876, as amended, and Supplemental Bond Resolution . No. 1261, duly adopted by the �qrt Authority, setting forth the terms and conditions upon which such Bond is issued and describing the security therefor. The Bond is issued by the Port Authority for the purpose of financing the construction and acquisition of buildings , improvements and equipment to be con- structed or used on realty owned by the Port Authority (herein- . after collectively called Project) within the meaning of Minne- sota Statutes, Section 474 .02, Subdivision la, including the A-1 . - . � .. � payment of expenses incidental thereto, and the Zeasing o.f the Project under the provisions of a Lease, dated February 1, 1977, as amended by the Amendment To Lease, dated October 15, 1g77, (hereinafter called the Amended Lease) thereby assisting �activities in the public interest and for the public welfare of the Port District and the City of Saint Paul. � � Installments of principal maturing in the years 1988 to 2007, both inclusive, are subject to redemption and prior payment at the call of the Port Authority ; in inverse chrona- _ logical order on February 1, �987 and on any interest payment date thereafter at par and accrued interest plus a premium of $100.00 per installment called if called before February 1, 1992; � and a premium of $50.00 per installment called if called on or � after February 1, 1992. In addition, all ot�tstanding install- ments of this issue, in whole but not in par�, are sub�ect to redemption and prior payment at the ca11 of the Port Authority in inverse chronological order (a) at par and accrued interest on any interest payment date in the event of (1) damage to or destruction or condemnation of the Project or any part thereof to the extent provided in clauses (B) and (C) of Section 5.06 (1) of the Amended Lease or in the event ot changes in the Constitution � or laws of the United States or the State of Minnesota as provided in clause (D) of Section •5.06 (1} of the Amended Lease, and (2) termination of the Amended Lease by the' tenant as provided in Section 5.06 of the Amended Lease; and (b) at par and accrued interest plus a premium per installment equal to one year' s interest thereon on the first day of any month in the event the capital expenditure limitation provided for in Sectzon 4.11 of the Amended Lease is exceeded and the Amended . Lease is terminated as required in said Section. Prior to the date on which any installment or installments are redeemed in advance of maturity, the Port Authority will cause notice of the call thereof for redemption identifying the installments to be redeemed to be published in a financial newspaper or periodical in a Minnesota city of the first class or its metropolitan area. Prior to any such redemption date such notice will be mailed to the bank at which principal and � interest are then payable, but published notice alone shall be � effective without mailing. All installments of principal sa � called for redemptiori will cease to bear interest on the specified redemption date, provided funds for their redemption have been duly deposited. This Bond 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 Author- i.ty, which resolutions authorize the issuance, execution and . A-2 � , �. �. � �'t w � �� 1��•� � delivery of this Bond as. a special obligation payable solely from revenues derived from .various revenue producing facilities from time to time owned and leased or operated or otherwise financed by the Port Authority, as hereinafter more ful.y set forth. This Bond, together with certain other Revenue Bonds of .the Port Authority, is payable from a Common Revenue Bond Fund primarily funded by certain Available Net Revenues which - - � the Port Authority..is entitled to receiue on aecount of. certain revenue producing facilities owned and leased or operated or . otherwise financed by the Port Authority, which payments , if collected in full, will be sufficient to pay the principal of and _ interest on all such Bonds when due, and to maintain a Reserve therefor. This Bond, together with such other Revenue Bonds payable from the Common Revenue Bond Fund; are further secured. . by an Additional Reserve Fund funded in part from Accumulated Net Revenues and to be built up and maintained out of earnings on sums in the Common Revenue Bond Fund in the manner and to the extent provided in said Basic Resolution No. 876, as �e�aea. Reference is made to said Resolution and to the Supplemental � Bond Resolution authorizing the issuance of this Bond for a complete statement of (a) the terms and conditions upon which this Bond has been issued, (b) the provisions made for i�s security and for the issuance of Additional Bonds payab�,e on a parity therewith, or subordinate thereto, and (c) the rights, � duties and obligations of the Port Authority and the Holders of the Bonds from time to time. This Bond does not constitute an indebtedness of the Port Authority or the City of St. Paul within . � the meaning of any constituta.onal or statutory 1imi.tat�.on 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 Bond or interest thereon. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that the Port Authority has duly created said Common Revenue Bond Fund and has pledged and appropriated thereto Available Net � Revenues derived by the Port Authority from various revenue ' producing facilities owned and leased or operated or other- wise financed by the Port Authority; that it will promptly qive all notices and do all other acts and things required under the terms of all applicable leases and agreements relating to its facilities for the performance of its obli- gations and for the enforcement of all obligations of all other parties thereto and for the collection of all rentals, A-3 • , • �. .o � _ _ �►�� payments, rates and charges when due to the extent and in the manner provided in Basic Resolution No. 876, as amended, and the Supplemental Bond Resolution; that this Bond is secured by a pledge of and lien upon said Available Net Revenues; that `this Bond together with other Revenue Bonds heretofore and hereafter issued on a parity therewith and made payable from � the Common Revenue Bond Fund are entitled to the same parity of lien on said Available Net Revenues, all as more fully provided -- - in said resalutions; t�iat no Additional _Bonds or other obli-- - _ gations wi11 be issued and made payable from such Available � Net Revenues on a parity therewith or subordinate thereto except as specifically provided in the said resolutions; that all acts, conditions and things required by the Constitutian and Zaws of the State of Minnesota to be done, to exist, to happen and to be performed in order to make •this Bond a valid and binding special obligation 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 Bond does not cause the special or generaI. indebtedness of the Port Autharity or the City of St. Paul to e�ceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the Port Authority of the City of Saint Paul has caused this Bond to be executed in its behalf by the manual signatures of its President, Secretary and Treasurer, and sealed with its corporate seal, and has caused this Bond to be dated as of October 15, 197? . . . (SEAL) Secretary President . Treasurer A-4 , _ _ _. . _ . _ . . _. _v: . . . `� NORTH4'VESTERN F{NANCIAL CEN7ER, 7900 XERXES AVENUE SOUTH, MINNEAPOUS, MtNNES07A 5b4s� � . ' . � , i�� j��#c'�� : ��' K : ' * ---._ . BRANCN OFFICES: � � .�� A�.:4i./ LaJotta.CalitorAia t31�37 6t:nnea�o��s.ldinnesota SSa02 � 1200 Prospect Street Suite t50 tp�t NortnwesSern�ank BuilOing . . (714)459-2661 . Ch�ca�o.Islinois 60qW � �� . , �9 South La Saite Stree�Suite 709 - • (3t�)3:0-9340 _ , � ' AIUNICIPALS,INC. . ' � . . . � � . TEU 6t2•831-t5:0 � � " .. . . 701L FR£E 1RSTATE t.E�le2-50C2� . � TOII FAEE OU7 STATE$�1��28-6t22 ' � . - �� -- - . . ' .. �- __ October 18, 19.77 - � Honorable Board of Commissioners " - _ - ' Port Authority of the City of __ •. � : Saint Paul • . _ � . = � 1130 Minnesota Building� � . Saint Paul, Minnesota 55101 . . . and . - . Barton Enterprises, Inc. 1359 Red Rock Road . � Newpor�, Minnesota 55055 . • Ladies and Gentlemen: - You have advised us that it has been proposed that the Port . ' Authority of the City of Saint Paul (the "Issuer") issue its Industrial Development Revenue Bonds (the "Bonds") under the � provisions o€ Chapters 958 and 474 Minnesota Reva.sed Statutes and Bond Resolution No. 876 of the Port Authority of the City of Saint Paul to finance a project to be leased by the - Issuer to Barton Enterprises, Xnc. (the "Company"} . On th� _ basis of information furnished us to �date with respect to the project to be financed by the issuance of the Bonds, .and . . . upon the. terms and conditions as generally set forth a.n� this � � letter and more specifically described in the Addendum ' � attached hereto and fu11y made a part hereof by re�erence thereto, we hereby agree to purchase approx�.mately $740,000 principal amount of the Bonds on the following basis: A, The Bonds shaZl bear a date of October 15, 1977, - and shall mature approximately 30 years from and after the date thereof, with amortization of the Bonds to be provided far on a level basis whereby the sum of prin- . cipal and interest payments due in each year is essentiall� constant over the term of the Bonds. The Bonds sha}.1 . mature in the years beginning February 1, 1979, through FebruazY l, 2�07. The �irst interest coupon shall be payable February 1, 1978- __ __. � _ _ - � � ' . ��llex c�'i � . � .� �chroe�er . � � � _ - � Port Autharity of the City . • of Saint• Paul ' , . - Bar.ton Enter�977es, xnc. � October 18, • � � Page �Two � _ � - _ . � -.g_ The Bonds shall be .>subjnCinve'rseaorder ofatheire . _ - - - -- --•-�`-- payment in cahoZe or in part � � _ " serial. numbers at the option of the Tssuer� at a callable _ _ - � ' price of 102� of par value at any time on or after February 1, •1987, and at 1010 of par ualue at any time on or after February 1, 1992. - . , - - � C, The interest� rates with reSPecifically prov9.deda�l. . . be determined in the manner as p and set forth in paragraph 2 of the attached Addendum. D, The proceeds of sale of .the Bonds shall be allo- = • � cated approximately as follows: ' • $ 640, 000.00 - - Construction 58, 437. 50 . Bond reserve 19,362. 50 Bond issuance expense (estimated) z2� 200.OQ - ' . Underwriting (97) . - - � Total $ 740,000.OU �� E, We will pay $717,800 for the Bonds upon their - . delivery to. us, together with accrued int�977t ��laas�w anticipated Closing Date of November. 30, more specifically provided �and set forth in paragraph 3 � of the attached Addendum. _ F, Notwithstanding anything herein contained to the � contrary, all of the terms, covenants and conditions of the Addendum attached hereto and made a part hereof shall be fully applzcable to the issuance cf the Bonds � as if such terms, covenants and conditions were fully � set forth herein, and to the extent of any conf lict between the terms, covenants and conditions of said � Addendurn and the general. description of the transaction as contained'in this letter, the provisions of said Addendum shall be controlling and binding upon a11 . parties hereto. . . � - ' If the f oregoing proposal i.s acceptabl.e to both of you, - pl-ease indicate by endorsing a copy hereaf, with the eopy so _ . endorsed to be returned to us. Until and unless accepted by . Q . . il I e r �: � ��,�� ehroeder . ks. . Port Authority of the City � • - - of Saint• Paul �� . � Barton Ent.erprises, Inc. . - October 18, Z977 Page Three � . . - � ' both .of you, this pro�osal may be withdrawn�by� us at �an� y- _ - � -- - - - ti.me by a telegram 'addressed to bQth-of you. zf this . . . _ proposa l is acce pted but for any reason Bonds are not issued . � - - and delivere d as herein contemplated, the Issuer shall be _ • reimbursed by the Company for �11 expenses theretoosed incurred by the Issuer in connection with the prQp . . � project. . _ • . . Very truly yoursr - MILLER & SCHROEDER MUNICIPALSr INC. • r . ' . ` , . By �� '-� Accepted by the Port Authority of the City of Saint �Paul " this l:� day of October, 1977. / - G' � � � �. By � � � . �-- . /� And _ � Accepted by Barton Enterprises, Tnc. this ' � day of October, 1977. . _ By . � xts Attest: � � . . . : ADDENDUM � THIS ADDENDUM shall be and is hereby made a part of - _ that certain letter dated the 18th day of October, 19?7 , . . addressed by Miller & Schroeder Municipals, Inc. (the "Underwriter") to Port Authority of the City of Saint Paul ; (the �"Issuer")� and Barton Enissuancesandnpurchase„ofmapprox� - -_ : •� and relates to the. proposed ._ . - . . • . . . - . -=. : - _ imately $740, OQO Industrzal- Development Revenue Bonds (t e - • _ "Bonds") to be issued by the Issuer to finance a project _ , (the "Proje�t") to be lea se d to the Company. . • l. The Company agrees to fully comply with and assume . a11 expenses incurred in fully camplying with a13. regulatory requirements imposed by �the Securities Divisior� •of the Minnesota Department of Commerce or such other regulatory authority as may have jurisdietion herein arising out � of or - incurred in conjunction with the issuance of the Bonds, : including, but not Iimited to, all' expenses incurred and . required in the preparation and filing of such interim and annual financial information. and reports as may be required to maintain the registration of the Bonds, copies of .a11 of cahich the Company agrees to promptly furnish to the Under- writer at such time as the same may be filed in the Offic� of the Securities Division of the Minnesota Department of � Commerce. . . � 2. All Bonds are to bear interest payal�le semi-- . annually at the rate of 6-1/4 percent per annum. Notwith- : standing the final rate or rates of interest to be borne by • the Bonds, the Underwriter reserves the right to reoffer the Bonds ta the public at prices other than the par value thereof, includerwritereminmitsesolerjudgmentsandndiscretion, par, as tne Un . • may deem necessary. . , 3, The Underwriter c,rill pay for the Bonds upon their - � - delivery to it if the Bonds are delivered on or before the proposed Closing Date as specified in the letter to �ahich � this Addendum is attached and made a part thereof by reference thereto. The Bonds are to be accompanied by the unqualifa.ed . approva.ng opinion of Briggs and rZorgan, Professional Association, whose opinion shall state in substance that the Bonds are vax�d and binding special obl3.gations of the Issuer under the Lease payable from revenues pledged to the Common gevenue Bond Fund and stating that interest payable on the Bonds in the hands of a persori not a user of the Project is � . . : � . - � .. on the date of their issuance exempulationseddecisionsmand taxes under then existing 1aws, r�g rulings. � You agree to cooperate in obtaining this opinion _ and will also furnish an opinion of your counsel as �to your authority to enter into this transaction. - - . q, you agree to cooperate �chhothers�as maynbexappro- counsel for the Underc��riter and s priate in the preparation of documents a�d proceedings . + _ reasonably necessaxy; to the completion of this transaction, ' - nd �Yie Campany shai2 make available to� the Underwriter such a • information and documents with respect to its _financial� � a£fairs and operations as requested. } 5, Before� delivery of tsueB�shall�h�ve revieaedtthe � � appropriate officers of the Is � Official Statement PeePreddupon delivery ofnthefBonds�to�the � that the�� will be p p . . Under�ariter to cee��in as�oftthexdate the�eofuisltrue and them contained th correct and does not.�infact nor omitutosstateeany materialdxng ' statemen� of a materza fact required to be stated therein a�dnauthorizing useeofh� statements therein not misleading, . . _ the O�ficial Statement by the Underwriter. - 6, Between the date hereof and the date o� delivery - of the Bonds to the Under�ariter, there shall not have been any material adverse change in the business, properties, financial position or result�� threatened on suchedate�any� nor shalZ there be pending legal proceedings to which the Issuer or the Company is a party and �ahich will have a material adverse effect on the transactions contemplated bhicheweeshallnhavesbeen�advised . except any such action of w prior to the date hereof. . � � � 7. The Company agrees to� indemnify and hold the � Underc•rriter harmless f esmofnactionn5damagesndliabilities�ancl, demands, actions, cau judgments (includinconnectedywitheanyasaatement or information from or in any way contained in the p�o?-��tland/ormthe usecofnBond proceedsd to the CompanY, the � . g, The Company will pay all expenses in connection - with the proposed offering, including, among others, fe�s � and expenses of Comp�nYcounse11�B1uenSky feesthAccountants, Bond counsel, �lue S y _ 2 _ . ✓ ' j� . - �`�� and Investment Rating Aqency fees, together with all costs • and expenses incurred in conjunction with the preparation and printing of all documents required to consummate this offering including, but not limi4ed to, the Official State- _ ' ment, .all of the same to be paid by the Company without regard to �ahether the Bonds as contemplated herein are issued. The Company and the Underwrzter ac'r.nocaledge that they �have estimates of the fees and expenses of (a) Bond counsel, (b) B1ue Sky counsel, (c) B1ue Sky fees, (d} • investment rating agency fees, fe) auditors, (f) the .normal _ _ _ casts and expenses incurred in conjunction caith the �prepara�zon _ and printing of all c�ocwments required 'to consummate the _ of f ering, a.ncluding (1) �the of f icial statement, and (2) the printing of the Bonds. The fees of Un�erwriter' s counsel . shall be paid by the. Underwriter. - , . . � g, The Port Authority o.f the City of Saint Paul and . _ . the City Council of the . City oi -Saint Paul agree to do such things and to take such action as may be required to da.scharge ' � all obligations and honor all covenants made or entered into by the Port Authority caith Barton Enterprises, Inc. in ` connection with the issuance, by the Port Authority of i.ts revenue bonds to finance a project for Barton Enterprises, Inc. t including but ��t limited to: (a} supervision of the _ � � covenants relating to rents, insurance, repairsF inaintenance and taxes; (b) management of separate accounts as required _ - - by the Bond authorizing resolutions; and (c) auditing of Port Authority accounts by a qualified Certified .Public � �Accountant. � 10. Upon de�.ivery ot the Bonds to the Underwriter, the � Under�,rriter shall pay to the Tssuer the purchase price of - - the Bonds plus accrued interest from their date of i.ssue to � the Closing Date all as more specifically provided in Paragraph • E of the letter to cahich this Addendum is attached and made _ a part thereof by reference thereto, provided the Official Statement with �respect to this Bond otfering required ta permit public sales to individuals in the State of Minnesota has been accepted for registration. If not so accepted for registration prior to the Closing Date, we may accept and place the Bonds at our option, but are not required to do sa. The Underwriter shall apply for the registration of the Bonds as soon as practicable after the date hereof and the - representatives of the Issuer and the Underwriter shall . - diligently pursue thz registration of the Bonds. . - 3 - . . . _. �. . '.`.- � .``. s •..: ; i:": : U�•� v� . �c.� �3i.i - . � . � _ Rev. ;9/8/76 .. . _ , _ ., a: _ . ,.. _ ; . � • � . . . . . : .. :: . , . , ,. _ , . � . . -- _ -. -� . � EXPLANATION OF ADMINISTRATIVE ORDERS, � � : � • � RESOLUTIONS, AND ORDINANCES . - _ _ � . �`��_: .. . . ; . . . .. � : . . . . . . Date: October 25, 197.7 : . , . . _ _. . - .. T0: �4AYOR GEORGE LATIh1ER . _ . _: . ..: . . . . . �- - _ - _ - ._ __. _. : _.-. . _ _ ... : . .:�_� :FR:-;._ rE: A. Kraut, St. Pau1 Port.Authori ty _ � - _ _ . , - . _ _ : - - - -. -- . .��- - . _.; - _ � RE: BARTOiV EVTERPRISES, INC: � ' _ . _ EXPAiVSIOy REyEiVUE BONDS - ' ` �` .. ,. . , , . - _ . , . - . _ . , . . .. - ; , _ . . , _ _.. _ . .. ; _ . . . _ ..,: , . , � ., _ . _ . - _ , _. . .. . : . . . . _ , _ . . . _..,.. . .. :. . . _ - , . . � . .:.. . . . . ,.�..: .�.. •. ; - � �r ,�....��. : .::'. . . � ..`.�i � '.�- - ' t ... ... _ ... �_' ..� � . ' - .. , � _� - . . . ..,. ... . . . .. . _ .. . . . , . . . . .. _ . . .. ..- - ACTI0�1 REQUESTEQ: . - :, .� .. . , . , . . .�. . - 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, � approv� the issuance ofi approximately $740,000 in revenue bonds to complete the asphalt mixing and petroleum storage complex at their 15-acre site in Red Rocic � Industrial District. . _ . � � . - � . . .. . . � . .: . . . . . . . . i_:,4 . . .. .. . . . . , . ... _. . . - . _ -:., : . . . ..:. -. , .: . :.: .' , ,. ... . . . . . . .. . .. . .� . . .. .. i�„-.�.,,' - . _;-. _. - ' . � � . .. . . . . ...�-, � . ..: • , .._. ._.`._ . . . . . .. .. . 1 ,... . �� _� : �• ,.... y .--._: .'.. PURPOSE AND RATIONALE FOR THIS ACTION: � � . The purpose of the bond issue is to finance the completion of �the co'nstruction of � the tank farm and asphalt mixing plant u�ihich was a condition of the original bond sale approved by Port Authority Resolution No. 1153 on January 18, 1977 and by City Counczl Resolution No. 267325 on June 3, 1976. These proposals contained �he provisian for additional construction subject to the filing of an environmenta1 � . impact statement and the granting of the various permits necessary to construct the complete integrated faciTity in a nonattainment area. A11 permits. have now - . been issued. . _ . ., , _ �'. ' `. . _ � - ':s . . � � ATTACHP�ENTS• . . � � . - Staff ��enorandum Draft City Council Resolution - . Port Authority Resolution Pdo. 1261� Underwriting Agreement � - . �w -- ...�. _ , �., '� � � � � • . c �� a'8 � � � B � OF THE CiTY OF S7. PAtJL ��<�� @Af 01'�lP��1�9T TO: Board of Commissioners � DATE: October 13, 1977 P4eeting October 18, 1977 . . � � - E. A. .a.�tt`� FROPdl: . � . . � 7 j. . � . . . . . . . .. , �- . . . :. . : J . _ . � .... �:.- :. .. . . . :_ _.� . . . . _ ' _ � . .�•-'. - ... .. :. . SUBJECT: BARTON ENTERPRISES, INC. - - W- � EXPANSION REVENUE BOND SALE RESOLUTION N0. 1261 - . Barton Enterprises, Inc. has requested that the Authority approve the � issuance of an additional �740,000 revenue bond issue to complete the asphalt mixing and petroleum storage complex at their 15-acre site in Red Rock. The chronology of the Barton project is as follows: - 1 . May 18, 1976 Port Authority approval of a Preliminary Agreement - authorizing the issuance of $2,500,000 in revenue bonds, provided that Barton also expend an additional $1 ,000,000 on the total project. 2. June 3, 1976 City Council ratification by Resolution No. 267325. 3. November 16, 1976 Execution of the Port Authority-Barton Lease Agree- ment by Resolution No. 1139, pending Environmental Quality Council approval af the tank farm project. 4. January 18, 1977 Resolution No. 1153 approving sale of revenue bonds � in the amount of $2,500,000. 5. March 22, 1977 Approving contract ►vith Brauer & Associates for preparation of an environmental impact statement determined to be needed by the EnvironmentaT Quality , Council by Resolution No. 1164. - 6. June 10, 1977 Port Authority Public Hearing on environmental impact statement. 7. August 11 , 1977 Issuance of Pollution Control Agency installation � permit for the asphalt plant portion of the project (Permit No. 1395-77-I2) . � 8. Septemb�r 9, 1977 Issuance of the Corps of Engineers permit to permit construction of mooring cells adjacent to the Red Rock channel riverfront frontage of the Barton project. . . - , �� r -, , . . �o� , ,� Board of Comnissioners Page -2- � October 13, 1977 � � . in, the original approvals by th� Commissioners of the Port Ruthority tivf�ich were� based upon staff recommendations, Barton was required to participate in the net costs of th� construction by an amount not l�ss than 33q of the total cost of constructian. It was understood at tne time that Barton would . be �esponsible for obtaining all permits and that if environmental assess- m�nts or environmental. impact staten�ents �rrere required by the agencies � - � involved; that they would proceed to contract for prznaration of suc� dacuments as were necessary to obtain the permits. To the present time the Port Authority has issued �2,50�,000 in revenue bonds Hif�ich produced a construction fund af $2,01�,787 to v�hich at the time � of issuance Barton Construction has paid in $784,753. .The issuance of an additional $740,�00 in r��enue bonds to produce a constructian fund of �640,000 plus additional constr�cti�n paid dir�ctiy by Barton of $4a0,427 Nri11 bring the total cost of t+�� pr•oj�ct construction to $3,910,000, tvnich � together with capitalized inter�st, d�b� service reserve., u�dervrrit�r's discount and exoenses ��i11 result in a total capii.al ou4lay or �4,50�,180. The original estimate arhen this project was fiirst considered by the Port Authority ��;as in the neighborhood of $4,000,000 total . Tne cost escalation is the result of increasing the starage facility by adding two additional tanks, constructing th` cell structurzs required by the Carps o� Engin�ers � � fn the barge channel , certain additional protective maasures required by the Environmental Quality Council and thz Pollutio� Control Agency and cost escalation du� to infl�tion resulting �rom the time lapsed since th� project w�s first estima�ed. The di stri buti on of the bond proceeds ��voul d be as fol l o4�;s: . Construction $64J,000.00 � Reserve Fund �58,437.50 - Expenses (Estimated) '19,362.50 . � Underwriting Ccst 22,200.00 TOTAL ' $740,000.00 The rate of int�rest is projzcted at a coupon rat� of 6.25�0%, v�hich wi11 result in increased mantnly rentals equal to $4,65�.42. Interest on the reserve fun�i and the sinkinc� funds 41111 inur� to the benefit of th� Port . Authority. - L�le have again revizVrzd �he cost an� operating projections of Barton Enterprises and assets of Eugene Barton, who �as personally guaranteed the bonds, and t�re have revieti•�ed the previous Commission actions on this matter and, accordi;�gly, recom�nend approval oi th2 issuance of the additio7al �7�0,000 in revenue b�nds by tne adoption of Resalution �do. 1251 . Action or Zesolution tdo. t261 , �r,hich is the revznue bond resulution, wi11 have the effect of ap�roving the am��d�n�nts to th� laase ta refl�ct the additional rzntals and approving the under��rri ti ng agree�znt i��i th i�i 11 er� & Sci�roedar tluni c i pal s . CQ1C•imn