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Res 1980 - 12 Extract of Meeting of the City Council of MH (2/5/1980)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 5th day of February, 1980, at 7:30 o'clock P.M. The following members were present: Mayor Lockwood, Councilmen Hartmann, Losleben, Mertensottc Councilwoman Witt and the following were absent: None Counci lmanMertensotto introduced and read the following written resolution and moved its adoption: A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE ©F REVENUE BONDS TO PROVIDE FUNDS TO BE LOANED TO CRAY RESEARCH, INC. FOR INDUSTRIAL PROJECT AND APPROJING AND AUTHORIZING EXECUTION AND DELIVERY OF FIRST AND SECOND SUPPLEMENTAL TRUST INDENTURES, LOAN AGREEMENTS, GUARANTIES, MORTGAGES AND BOND PURCHASE AGREEMENT The motion,for the adoption of the foregoing resolution was duly seconded by Councilman Losleben upon vote being taken thereon the following voted in fa All Ayes and the following voted against the same: None , and thereof: whereupon said resolution was declared duly passed and adopted. BE IT RESOLVED by the City Council of the Ci Mendota Heights, Minnesota, as follows: 1. The City is, by the Constitution and Laws State of Minnesota, including Chapter 474, Minnesota St amended (the "Act") authorized to issue and sell its re bonds for the purpose of financing the cost of construc authorized projects and to enter into contracts necessa convenient in the exercise of the powers granted by the 2. The City has heretofore issued its $1,000, of Mendota Heights Industrial Development Revenue Bonds Research, Inc. Project), Series 1978 (the "Series 1978 B: under the Act to finance construction of an office build Cray Research, Inc. (the "Company") pursuant to a Trust dated as of May 1, 1978 (the "Original Indenture") betwe and First Trust Company of Saint Paul (the "Trustee") an Agreement dated as of May 1, 1978 (the "Original Loan Ag between the City and the Company. The Bonds are secured bination Mortgage and Security Agreement dated as of May 1978 (the "Original Mortgage") and a Guaranty Agreement as of May 1, 1978 (the "Original Guaranty") from the Com the Trustee. I 3. This Council proposes that the City shall sell its additional revenue bonds pursuant to the Act an the proceeds thereof to the Company to pay certain costs office building not financed from the proceeds of the Se Bonds, to acquire additional real estate adjacent theret construct and equip an addition (the "Project"), all pur the Act. This Council proposes to issue $3,500,000 Temp Industrial Development Revenue Bonds (Cray Research, Inc Series 1980 (the "Temporary Bonds") to provide temporary for the Project and to authorize the future issuance of Industrial Development Revenue Bonds (Cray Research, Inc Series 1982 to provide permanent financing. Forms of th documents relating to the Project have been submitted to Council and are now on file in the office of the City Cl M of the tutes, as enue ion of y or Act. )00 city (Cray )nds " ) Lng for Indenture �n the City I a Loan -eement") by a Com - 1, Sated )anv to ssue and loan of the ies 1978 and to uant to rary Project), financing 3,500,000 Project), following the City rk: (a) First Supplemental Loan Agreement, dated a's of February 1, 1980, supplementing the original Loan Ag, eement, whereby the City agrees to make a loan to the Compant and the Company agrees to complete the Project and to pa amounts sufficient to provide for the prompt payment of the rincipal of and interest on the Temporary Bonds and a Second upple- mental Loan Agreement, dated.as of January 1, 1982, hereby the Company agrees to pay amounts sufficient to pay he principal of and interest on the Series 1982 Bonds; (b) First Supplemental Trust Indenture, dated as of I February 1, 1980, supplementing the Original Indenture to provide for the issuance of the Temporary Bonds and Second Supplemental Trust Indenture dated as of January 1, 1982 to provide for the issuance of the Series 1982 Bonds; I -2- (c) First Supplemental Combination Mortgage and Security Agreement, dated as of February 1, 1980, to provide security for the Temporary Bonds and Second Supplemental Combination Mortgage and SecuritylAgreement, dated as of January 1, 1982, to provide security for the Series 1982 Bonds; I (d) First Supplemental Guaranty Agreement dated February 1, 1980, whereby the Company unconditionally guarantees to the Trustee payment of principall, premium, if any, and interest on the Temporary Bonds anh Second Supplemental Guaranty Agreement dated as of January 1, 1982, relating to the Series 1982 Bonds (these documents not to be executed by the City); I (e) Bond Purchase Agreement, dated as oflFebruary 5, 1980, to be entered into by Northwestern National Bank of St. Paul, Northwestern National Bank of Minnea- polis, National City Bank of Minneapolis, Security Pacific National Bank and First National Bank of Minnea- polis (together the "Purchasers"), the Company and the City, establishing the terms of purchase, sale land delivery of the Series 1982 Bonds and setting forth proposed recitals, covenants and agreements wi�h respect thereto. I 4. It is hereby found, determined and dedlared that: (a) The Project, comprised of the buildilig, improvement and equipment described in the First Supple- mental Loan Agreement and First Supplemental Indenture referred to in paragraph 2 constitutes a piojeA author- ized by and described in Section 474.02, Subd.1la of the Act. (b) The purpose of the Project is and thei effect thereof will be to promote the public welfare bey: preventing the emergence of blighted and marginal lands and areas of chronic unemployment, preventing economic deterioration; the development of sound industr�_ and commerce to use the available resources of the community, in order to retain the benefit of the community's existing investment in educational and public service facilities; halting the movement of talented, eaucated personnel to other areas and thus preserving th I a economic and human resources needed as a base or providing governmental services and facilities; and increasing the tax base of the City and of the �ounty and school district in which the City is located. (c) The Project has been approved by the Commis- sioner of Securities of the State of Minnesota as tending to further the purposes and policies of the Act. I -3- (d) The issuance and sale of the Temporary Bonds and Series 1982 Bonds, the execution and delivery of the First Supplemental Loan Agreement and Second Supple- mental Loan Agreement and of the First Supplemental Trust Indenture and Second Suppmental Trust Indenture and the performance of all covenants and agree�ents of the City contained therein and of all other acs and things required under the Constitution and laws of the State of Minnesota to make the First Supplemental Loan Agreement and Second Supplemental Loan Agreeme t, First Supplemental Trust Indenture and Second Supplemental Trust Indenture and the Temporary Bonds and Series 1982 Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act. (e) It is desirable that the Temporary Bonds and Series 1982 Bonds be issued by the City upon the terms set forth in the First Supplemental Indenture ad Second Supplemental Indenture, respectively. (f) The original Loan Agreement, as amended by the First Supplemental Loan Agreement and Second Supple- mental Loan Agreement provides for payments by the Company to the Trustee for the account of the C 1.ty of such amounts as will be sufficient to pay the p incipal of, premium (if any) and interest on the Series 1978 Bonds, Temporary Bonds, and Series 1982 Bonds when due. No reserve funds are deemed necessary for this �urpose. The original Loan Agreement obligates the Company to provide for the payment of operation and maintenance including adequate insurance, taxes and special assess- ments. (g) Under the provisions of Section 474.1 0, Minnesota Statutes, and as provided in the Loan Agreement and original Indenture, the Series 1978 Bonds,emporary Bonds and Series 1982 Bonds are not to be payable from nor charged upon any funds other than amounts payable by the Company pursuant to the Loan Agreement, as amended, which are pledged to the payment thereof; the City is not subject to any liability thereon; nb holders of the Series 1978 Bonds, Temporary Bonds and S ries 1982 Bonds shall ever have the right to compel he exercise of the taxing power of the City to pay any of such Bonds or the interest thereon, nor to enfo ce payment thereof against any property of the Cit; such Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; each Bond issued under the original Indenture and Fi st Supplemental and Second Supplemental Indentures shall recite that the Bond, including interest thereon, is payable solely from the revenue pledged to the payment thereof and that the Bond does not constitute 4 indebt- edness of the City within the meaning of any constitu- tional or statutory limitation. -4- 5. The forms of Loan Agreement, First S Trust Indenture, First Supplemental Mortgage, First tal Guaranty Agreement, Second Supplemental Indentu Second Supplemental Loan Agreement, Second Suppleme Guaranty, Second Supplemental Mortgage and Bond Pur Agreement referred to in paragraph 2 are approved. First Supplemental Loan Agreement shall be executed name and on behalf of the City by the Mayor and Cit upon execution thereof by the officers of the Compa substantially the form on file, but with all such c therein, not inconsistent with the Act or other law be approved by the officers executing the same. Th Supplemental Trust Indenture and Bond Purchase Agre shall be executed in the name and on behalf of the the Mayor and attested by the City Clerk, in substa the form on file, but with all such changes therein inconsistent with the Act or other laws, as may be by the officers executing the same and the First Su Trust Indenture then shall be delivered to the Trus Copies of all documents shall be delivered and file, provided therein. The Second Supplemental Loan Agri and Second Supplemental Indenture shall be executed delivered in a similar manner. pplemental Supplemen- e, tat hase The in the Clerk, y, in anges as may First ment ity by tially not pproved plemental ee. as ement and 6. The City shall proceed forthwith to issue the Temporary Bonds in the form and upon the terms set forth in the First Supplemental Indenture, which terms are far this purpose incorporated in this resolution and made a part hereof. The proposal of the Purchasers to purchase such Temporary Bonds at par and accrued interest and the additional proposal of the Purchasers to purchase the Series 1982 Bonds at par and accrued interest and upon the terms and conditions set forth in the Bond Purchase Agreement are hereby{found and determined to be reasonable and are hereby appro ed. The Mayor and City Clerk are authorized and directedlto prepare and execute the Temporary Bonds and the Series 1982 Bonds (if purchased under the Bond Purchase Agreement) as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this Reso ution and the other documents required by Section 2.09 of he Indenture, for authentication and delivery to the Purchaser. As provided in the Indenture, each Bond shall contaii a recital that it is issued pursuant to the Act, and s ch recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 7. The City hereby elects that the $10,000,000 capital expenditures limitation of Section 103(c)(6){D) of the Internal Revenue Code shall apply to the Temporary Bonds and Series 1982 Bonds and the City Clerk is authorized and directed to file with the Internal Revenue Service a�state- ment of such election. -5- 8. The Mayor, City Clerk and other offii the City are authorized and directed to prepare and to the purchasers of the Bonds, when issued, certif. copies of all proceedings and records of the City r( to the Bonds, and such other affidavits and certifi4 may be required to show the facts appearing from the and records in the officers' custody and control or otherwise known to them; and all such certified cop'. certificates and affidavits, including any heretofo: niched, shall constitute representations of the Cit, the truth of all statements contained therein. W �ers of furnish ed :lacing sates as books as es, ,e fur - asur- as to STATE OF MINNESOTA ) SS. COUNTY OF DAKOTA ) ,f I, the undersigned, being the ly qualified and acting City Clerk of the City Counci1/0 f the City of Lendota Heights, Minnesota, do hereby certify t`at the attached extract of minutes of a regular meetingof saad City held February 5, 1980, 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 officia ly as said City Clerk this �'day of February, 1980. (Seal) City Clerk 1