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Res 78 - 54 Extract of Minutes of Meeting of the City Council of MH (5/16/1978)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 May, 1978, at o'clock P.M. The following members were present: and the following were absent: ••Councilman introduced and read the following written resolution and moved its adoption: A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE BONDS TO PROVIDE FUNDS TO BE LOANED TO CRAY RESEARCH, INC. FOR INDUSTRIAL PROJECT AND APPROVING AND AUTHORIZING EXECUTION AND DELIVERY OF TRUST INDENTURE, LOAN AGREEMENT, BOND,PURCHASE AGREEMENT, GUARANTY, MORTGAGE AND OFFICIAL STATEMENT The motion for the adoption of the foregoing resolution was duly seconded by Councilman and upon vote being taken thereon the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE BONDS TO PROVIDE FUNDS TO BE LOANED TO CRAY RESEARCH, INC. FOR INDUSTRIAL PROJECT AND APPROVING AND AUTHORIZING EXECUTION AND DELIVERY OF TRUST INDENTURE, LOAN AGREEMENT, BOND PURCHASE AGREEMENT, GUARANTY, MORTGAGE AND OFFICIAL STATEMENT 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. This Council proposes that the City shall issue and sell its revenue bonds pursuant to the Act and loan the proceeds thereof to Cray Research, Inc. (the "Company") to pay the cost of constructing an office building and facility for computer pro- gramming operations (the "Project"), all pursuant to the Act. Forms of the following documents relating to the Project have been submitted to the City Council and are now on file in the office of the City .,Clerk : (a) Loan Agreement, dated as of May 1, 1978, between the City and the Company whereby the City agrees to make a loan to the Company and the Company agrees to complete the Project and to pay amounts sufficient to provide for the prompt payment of the principal of and interest on such Bonds; (b) Trust Indenture, dated as of May 1, 1978, between the City and the First Trust Company of Saint Paul, St. Paul, Minnesota, as Trustee, pledging the revenues to be derived from the Loan Agreement as security for $1,000,000 Industrial Development Revenue' Bonds (Cray Research, Inc. Project), Series 1978, to be issued by the City, and setting forth proposed recitals, covenants and agreements relating thereto; (c) Combination Mortgage and Security Agreement, dated as of May 1, 1978, between the Company and the Trustee (the "Mortgage") whereby the Trustee is granted a mortgage and security interest in the Project as security for the Bonds and the Company's obligations under the Loan Agreement; (d) Guaranty Agreement dated May 1, 1978, whereby the Company unconditionally guarantees to the Trustee payment of principal, premium, if any, and interest on -2- the Bonds (this document not to be executed by the City); (e) Bond Purchase Agreement, dated May 16, 1978, entered into by Dougherty, Dawkins, Strand & Ekstrom, Incorporated, as Underwriter, the Company and the City, establishing the terms of purchase, sale and delivery of the Bonds and setting forth proposed recitals, covenants and agreements with respect thereto; (f) Official Statement dated May 16, 1978 describing the offer of the Bonds, certain terms and provisions of the foregoing documents, and the Company as deemed material by the Company. 3. It is hereby found, determined and declared that: (a) The Project, comprised of the building, improvement and equipment described in the Loan Agreement and Indenture referred to in paragraph 2 constitutes a project authorized by and described in Section 474.02, Subd. la of the Act. (b) The purpose of the Project is and the effect thereof will be to promote the public welfare by: preventing the emergence of blighted and marginal lands and areas of chronic unemployment, preventing economic deterioration; the development of sound industry and commerce to use the available resources of the community, in order to retain the benefit of the community's existing investment in educational and public service facilities; halting the movement of talented, educated personnel to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities; and increasing the tax base of the City and of the county 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. (d) The issuance and sale of the Bonds, the execution and delivery of the Loan Agreement and of the Trust Indenture and the performance of all covenants and agreements of the City contained in the Loan Agree- ment and Trust Indenture and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement, Trust Indenture and Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act. MIM y .. (e) It is desirable that the City of Mendota Heights Industrial Development Revenue Bonds (Cray Research, Inc. Project), Series 1978, in the amount of $1,000,000 be issued by the City upon the terms set forth in the Indenture, under the provisions of which the City's interest in the Loan Agreement will be pledged to the Trustee as security for the payment of principal and interest on the Bonds. (f) The Loan Agreement provides for payments by the Company to the Trustee for the account of the City of such amounts as will be sufficient to pay the princi- pal of, premium (if any) and interest on the Bonds when due. No reserve funds are deemed necessary for this purpose. The 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 474.10, Minnesota Statutes, and as provided in the Loan Agreement and Trust Indenture, the Bonds are not to be payable from nor charged upon any funds other than amounts payable by the Company pursuant to the Loan Agreement which are pledged to the payment thereof; the City is not subject to any liability thereon; no holders of the Bonds shall ever have the right to compel the exercise of'the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitabl-e, upon any property of the City; each Bond issued under the Indenture shall recite that the Bond, including interest thereon, shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers and that the Bond does not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. 4. The forms of Loan Agreement, Trust Indenture, Mortgage, Guaranty Agreement, and Bond Purchase Agreement referred to in paragraph 2 are approved. The Loan Agreement shall be executed in the name and on behalf of the City by the Mayor and City Clerk, upon execution thereof by the officers of the Company, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be - approved by the officers executing the same. The Trust Indenture and Bond Purchase Agreement shall be executed in the name and on behalf of the City 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 officers executing the same and then shall be delivered to the Trustee. Copies of all documents shall be delivered and filed as provided therein. -4- 5. The City shall proceed forthwith to issue its City of Mendota Heights Industrial Development Revenue Bonds (Cray Research, Inc. Project), Series 1978, dated as of May 1, 1978, in the principal amount of $1,000,000 in the form and upon the terms set forth in the Trust Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof. The proposal of Dougherty, Dawkins, Strand & Ekstrom, Incorporated (the "Underwriter") to purchase such Bonds at a price of $977,500 (97.75% of their par value) plus accrued interest, upon the terms and conditions set forth in the Bond Purchase Agreement is hereby found and determined to be reasonable and is hereby approved. The Mayor and City Clerk are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2.09 of the Indenture, for authentication and delivery to the purchaser. 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 consents to the use of the Official Statement, provided that the Official Statement shall always recite that the Appendix to the Official Statement has been prepared by the Company and that the City has made no independent investigation with respect to the information contained in the Official Statement or Appendix thereto. 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. Approved A '6[, 9411 Mayor Attest 1%�% '-City Clerk -5- STATE OF MINNESOTA ) SS. COUNTY OF DAKOTA ) I, the undersigned, being the duly qualified and acting City Clerk of the City Council of the City of Mendota Heights, Minnesota, do hereby certify that the attached extract of minutes of a regular meeting of said City held May 16, 1978, is a full, true and correct transcript therefrom insofar as the same relates to $1,000,000 Industrial Development Revenue Bonds (Cray Research, Inc. Project), Series 1978, of the City. WITNESS My hand officially and seal officially as said City Clerk this day of , 1978. y Clerk (Seal)