Loading...
Res 1982 - 18 Extract of Minutes of Meeting of the City Council of MH (2/16/1982)RESOLUTION NO, 82-18 Extract of Minutes of Meeting of the City Council of the City of Mendota Heights, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Mendota Heights, Minnesota was duly held at City Hall in said City on Tuesday, the 16th day of February, 1982, at 7:30 o'clock P.M. The following members were present: and the following were absent: NONE introduced and Councilman Loa leben read the following written resolution and moved its aldoption: * * * A RESOLUTION RELATING TO THE ISSUANCE OF REVENUE BONDS TO REFUND THE CITY'S $3,500,000 TEMPORARY INDUSTRIAL DEVELOPMENT REVENUE BONDS (CRAY RESEARCH, INC. PROJECT), SERIES 1980 AND APPROVING AND AUTHORIZING EXECUTION AND DELIVERY OF SECOND SUPPLEMENTAL TRUST INDENTURE, SECOND SUPPLEMENTAL LOAN AGREEMENT, SECOND SUPPLEMENTAL GUARANTY, SECOND SUPPLEMENTAL MORTGAGE PURSUANT TO THE BOND PURCHASEAGREEMENT IN REVISED FORM The motion for the adoption of the foregoing resolution was duly seconded by Councilman Mertensotto upon vote being taken thereon the following voted i favor , and thereof: and the following voted against the same: NONE whereupon said resolution was declared duly passed and adopted. .„L A RESOLUTION RELATING TO THE ISSUANCE OF REVENUE BONDS TO REFUND THE CITY'S 1 $3,500,000 TEMPORARY INDUSTRIAL DEVELOPMENT REVENUE BONDS (CRAY RESEARCH, INC. PROJECT), SERIES 1980, AND APPROVING AND AUTHORIZING EXECUTION AND DELIVERY OF SECOND SUPPLEMENTAL TRUST INDENTURE,»SECOND SUPPLEMENTAL LOAN AGREEMENT, SECOND SUPPLEMENTAL GUARANTY, SECOND SUPPLEMENTAL MORTGAGE PURSUANT TO THE BOND PURCHASE AGREEMENT IN REVISED FORM BE IT RESOLVED by the City Council of the City of Mendota Heights, Minnesota, as follows: 1. The City is, by the Constitution and Laws of the State of Minnesota, including Chapter 474, Minnesota:Statutes, as amended (the "Act") authorized to issue and sell its revenue bonds for the purpose of financing the cost of construction of authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act. 2. The City has heretofore issued its $1,000,000 City of Mendota Heights Industrial Development Revenue Borids (Cray Research, Inc. Project), Series 1978 (the "Series 1978 Bonds") under the Act to finance construction of an office building for Cray Research, Inc. (the "Company") pursuant to a Trust Indenture dated as of May 1, 1978 (the "Original Indenture") between the City and First Trust Company of Saint Paul (the "Trustee") and a Loan Agreement dated as of May 1, 1978 (the "Originals Loan Agreement") between the City and the Company. The Series 1978 Bonds are secured by a Combination Mortgage and Security Agree- ment dated as of May 1, 1978 (the "Original Mortgage") and a Guaranty Agreement dated as of May 1, 1978 (the "Original Guar- anty") from the Company to the Trustee. The City has also issued its $3,500,000 Temporary Industrial Development Revenue Bonds (Cray Research, Inc. Project), Series 1980 (the "Temporary Bonds") pursuant to a First Supplemental Loan Agreement dated as of February 1, 1980 (the "First Supplemental Loan Agreement"), a First Supplemental Trust Indenture dated as of February 1, 1980 (the "First Supplemental Trust Indenture"), a First Supplemental Combination Mortgage and Security Agreement dated as of February 1, 1980 (the "First Supplemental Combination Mortgage and Secur- ity Agreement") and a First Supplemental Guaranty Agreement dated as of February 1, 19801(the "First Supplemental Guaranty"), supplementing and amending the Original Indenture, the Original Loan Agreement, the Original Mortgage and the Original Guaranty as provided therein. 3. This Council has agreed pursuant to the Bond Purchase Agreement dated February 5, 1980 (the "Bond Purchase Agreement") between the City and Northwestern National Bank of Minneapolis, Northwestern National Bank of St. Paul, National -2- City Bank of Minneapolis, First National Bank of Minneapolis and Security Pacific National Bank (the "Purchasers") that the City shall issue and sell its additional revenue bonds pursuant to the Act to refund the Temporary Bonds. The proceeds of the Temporary Bonds were loaned to the Company to pay certain costs of the office building not financed from the proceeds of the Series 1978 Bonds, to acquire additional real estate adjacent thereto and to construct and equip an addition (the "Project"), all pursuant to the Act. This Council proposes to issue $3,500,000 Industrial Development Revenue Bonds (Cray Research, Inc. Project), Series 1982 (the "Series 1982 Bonds") to provide permanent financing for the Project, substantially in the from set forth in the Bond Purchase Agreement, but with the changes indicated by the revised forms of the following documents authorized by the Bond Purchase Agreement which are now on file in the office of the City Clerk: (a) Second Supplemental Loan Agreement, dated as of February 1, 1982, supplementing and amending [the Original Loan Agreement, whereby the Company agrees to to pay amounts sufficient to provide for the prompt payment of the principal of and interest on the Series 1982 Bonds; (b) Second Supplemental Trust Indenture dated as of February 1, 1982 to provide for the issuance of the Series 1982 Bonds; (c) Second Supplemental Combination Mortgage and Security Agreement, dated as of February 1, 1982, to provide security for the Series 1982 Bonds (this, docu- ment not to be executed by the City); and (d) Second Supplemental Guaranty Agreement dated as of February 1 1982, relating to the Series 1982 Bonds (this document not to be executed by the City). 4. The revised forms of Second Supplemental Trust Indenture, Second Supplemental Loan Agreement, Second Supple- mental Guaranty, Second Supplemental Mortgage referred to in paragraph 2 are approved. The Second Supplemental Loan Agreement shall be executed in the name and on behalf of the City by the Mayor and City Clerk, upon advise of the City Attorney, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the City Attorney and the officers executing the same. The Second Supplemental Trust Indenture shall be executed in the name and on behalf of the City upon advise of the City Attorney by the Mayor and attested by the City Clerk, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other laws, as may be approved by the; City Attorney and the officers executing the same and the Second Supplemental Trust Indenture then shall be delivered to the Trustee. 5. The City shall proceed forthwith to issue the Series 1982 Bonds in the form and upon the terms set forth in the Second Supplemental Trust Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof. The proposal of the Purchasers to purchase such Series 1982 Bonds in exchange for the Temporary Bonds and otherwise upon the terms and conditions set forth in the Bond Purchase Agreement are hereby found and determined to be reasonable and are thereby approved. The Mayor and City Clerk are authorized and directed to prepare and execute the Series 1982 Bonds as prescribed in the Second Supplemental Trust Indenture and to deliver them to the Trustee, together witha certified copy of this Resolution and the other documents required by Section 2.09 of the Indenture, for authentication and delivery to the Purchasers. Closing shall take place on or priorto March 1, 1982 or such later date as may be acceptable to the Purchasers. As provided in the [Indenture, each Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 6. The City hereby elects that the $10,000,000 capital expenditures limitation of Section 103(c)(6)(b) of the Internal Revenue Code shall apply to the Series 1982 Bonds and the City Clerk is authorized and directed to file with the Internal Revenue Service a statement of such election if request- ed by bond counsel. 7. The Mayor, City Clerk and other officers of the City are authorized and directed to prepare and furnish to the purchasers of the Bonds, when issued, certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Dated February 16, 1982. ATTEST: "7?-) ty Clerk (Seal) geg-e A t ote Mayor STATE OF MINNESOTA ) ) SS. COUNTY OF DAKOTA I, the undersigned, being the duly qualified and acting City Clerk of the CitylCouncil of the City of Mendota Heights, Minnesota, do hereby certify that the attached extract of minutes of a regular meeting of said City held February 16, 1682, is a full, true and correct transcript therefrom insofar as the same relates to Industrial Development Revenue Bonds (Cray Research, Inc., Project) of the City. WITNESS,My hand officially and seal officially as said City Clerk this day of February, 1982. City Clerk (Seal)