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HomeMy WebLinkAbout79-016Member Tom Watkins (5 introdu the following resolution and moved.its adoption: r RESOLUTION NO. 79 -16 RESOLUTION TO A $700,040 COMMERCIAL DEVELOPMENT REVENUE NOTE; c.' AUTHORIZING, THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES, CHAPTER 474. ' BE TT RESOLVED by the City Council of the City of Prior Lake,'Minnesota as follows: ;? s Section 1. Definitions 1.01. In this Resolution "the following terms have" 4; the following respective meanings unless the context hereof or, use herein clearly requires otherwise: 'F�1 Act: the.Minnesota Municipal Industrial Develop - men't Act -, rinesota Statutes, Chapter. 474, as amended; ` Ass ignment Date: the date on which' the Permanent ; Lender becomes t heHolder of the Note. As i merit ;of Rents and Leases:; the Assignment of ,Rents and Leases. to be g ven >by the Partnership to the Lenderi a B ply and•Sell Agreement: the Buy and Self'Agreement. among the Lehder,rthe- Partnersh p, the City and .the Permanent Lender; " ' C ity : the City of PriorLake, it a suceffosors and hssigns;, Commitment.: the mortgage loan'appiicatig of the Partnership to Permanent Lender dated January 3, 19"79, and the Commitment letter of Permanent Lender to the City_thd the Partnership_ dated Pebruary:6, 197.9, „as amended by letter dated February 13,E” "197,.. o o Construction Loan A reement: the Construdt*,Q Loan greement to e, .xecttited by and among the Citxr, the Partner ship and the Lender; o Filities•;, the; Land and the Pro ject, as"they may at any time exi st .. . F nhncin .Statem the financing statements under ' the , Uniform Co;nm al. Code to, be executed by the City in favor of Lender tco�verx�ng; the pexsonai :property, f ixtures : and equipment #include ; y�itko ;the Praieot; { ° u Land 'the real estate described',in Exhibit A to the Mortgage with, all additions:: thereto and substitutions therefor; ' Lease the Lease of the Facilities to be executed bylthe City, as lessor,' and the Partnership, as tenant; { Lender First-National Bank of Minneapolis, its I successors and assigns,, = Mortgage: the Mortgage and Security Agreement to be given by the C ty to theLender; ' { Municipal Assignment the Assignment of Munici- pality's interest in Lease to be executed by City in'zfavor of Tender; Note the $700,000 Commercial Development Revenue Note (Gateway Plaza Shopping Center Project) to be issued by the ,City pursuant to this Resolution; Or anizational Documents: the following 'documents, each of which shall Be in fo substance acceptable to the Lender; ' M A copy of the Partnership Agreei�&'n of the Partnership, certified as of a cu at date by a partner of the Partnership= ai (ii). An opinion or opinions of Counsel for the Partnership and for the City reasonably ° acceptabie'to the Lender indicating that each of the documents referred to in Section i.03 of this Resolution,;.hast been duly executed and delivered and is a; „lega;l r , and binding obligation of the Partnership and the Ct-ty, as the case may be, enforce- Able in accordance with their ;' ' Partnership , : - 'Gateway Associates, a Minnesota partnership, is successors and assigns; Permanent 'Lender , The Aetna Casualty an Surety dlfipany, its sticce'ssors and assigns; f ,. s Project the 25,000 square -foot shopping center 'to die constructed by the Partnership on the Land; p o ° Projec Costs: those costs defined in Section 1:01 of the Lease; and'" — '- ' Resolution ; this`,Resolution of the City: °authorizing the issuance of the Dote. r r, , Section. 2. " Findings . It is hereby found and declared that: . . " (a) the, real property and improvements described in the Agreement and the Mortgage'constitute a Project authorized by the Act; (b), the purpose of.the Project is, and the effect .thereof will be to romote the p public welfare by the attraction, encouragement and development of economically sound industry and commerce so as to prevent the emergence of or«to rehabilitate., so far as possible, blighted and „marginate lands and areas of chronic unemployment; to retain industry's use: of the available resources of the community in order to retain the benefi- of its existing nvestment i' educational and 4 n ,, public service facilities;-- {; to halt the movementoof talented educated , personnel of mature •; .• age to other areas and thus preserve the ecomonic and human resources needed as a base for providing governmental services _ - and facilities to more intensively develop land availableAn the community to provide an adequate and better balanced tax base to finance the increase in the amount and cost.of govern= mental services; (c) the Project when completed will add to the tax base. of the City, and will accordingly be of direct benefit to the taxpayers of the City.as well as those of.the`County and School District in which the City is located; (d) � the, `$roject has been approved by the Commissioner of Securities of the State of Minnesota as .tending•to further the purposes and policies of the Act ;t °, '�Lx ' issuance " (e) the'financing of the Project, the and ! sale of the Note,.the,execution� and delivery of -the Construction Loan Agreement, of the,,Mortgage,,of•the Financing Statements,' Y the Lease, bf 'the Buy and Sell Agreement and. of the Municipal Assignment, and the performaee of all covenants and?agreementsn of the City contained in the Construction "Loan- Agreement, the, t " ,. Mortgage, ;the Lease, the Buy and Sell, Agreement and the = Municipal Assignment, and of all other acts and things required under the -` l Constitution and =laws of the State of Minnesota"to - make the Construction Loan Ag- reement -the Mortgage,` the Lease, the Municipal Assignment, the Buy. and Sell Agreement and the 'voie vsZ,d and binding obligations'of the 'Cit `in accordance with their ” terms, aro'authorized by the Municipal Industrial :10evelop- ment Act; " (f) 'it is desirable that the Commercial Deevelopment, Revenue Note'ri the amount of $700,000 be .'issued by ,the City upon .the =terms set forth herein, and that the City grant a mortgage on " the Proj ect',•atssign its interest in the Lease and grant `a secur interest "thereift'to the Lender as security for the payment of the principal'of and interest and premium, if any, on the Note;'_'• � a (g) the rent payments contained in=the Lease are - fixed, = and required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal _of and interest on the Note issued under this Resolution when due, and the Lease also provides that the Partner- ship is required to pay all expenses of the opera ±ion and maintenance of the Project including, but without limitation, adequate insurance,thereon and all taxes and special assessments levied upon- or with respect to the Facilities- and payable during c ' the term of the 'Lease.; and (h) `under the provisions of Minnesota Statutes, Section 474.10, and as provided in the Lease and the Mortgage, the Note is not `to be payable from nor charged upon any" "funds of Q ` the City other than the revenue pledged to the> payment- ';thereof; - the City is not subject to any liability thereon; no holder of th`e Note shall ever have, thg right to compel any exercise of the `, taxing power of the City to pay the, or the =interest thereon' nor to enforce payment thereof ` against any property of'the City; the Note shall not constitute =a charge, lien or encumbrance, legal or equitable, upon any property: of the City; the Note issued hereunder shall recite that the'�,Note, including interest thereon, is,,payable.sofely from the revenue pledged to the payment thereof; and the Note shall not constitute a.:debt of the City within'the" meaning of any constitut66onal or statutory limitation. ` nd $alt. ` 7 Se } ctian 3�. y p' Authorization a" Section. Ol Authorization_ .'�--1he City 'is authorized 4 it �` by, the Act to ss a commerci l d vW4o kent revenue notes 'and lean ,s the proceeds thereof to bus iness,,enterprises to fipgnce, the: Acquisition and. construction of "projects" as,�defined in the Act and: to make all contracts, execute all instruments, and do all things'`necessary or convenient in the exercise of such authority. Section 3.02. Preliminary City A roval. By preliminary G P resolution, duly adopted by the Council, on July IT, 1978, the Council., approved the _ sale ; of a ,revenue n ote pursuant to the Act and =the loan of the proceeds to the. Partnership for the acquisitio construction AndY'j installation on the Land of the Project suitable and designed for4)use as 'a shopping center, and authorized the 'prepa`ration'of such documents as may be ,appropriate to the 'Project. v p� r 'lE 2 ' _ Section 3.034 Approv of Documents. Pursuant to the° + above,- copies of the following documents, a f"which are now or`sh`all<.be placed on file in the office of the Clerk, have been , ` ".prepared' "and pres,ented to this Council:' (a) Construction Loan Agreement; (b) Lease; G_ v (O Assignment; (d) Mortgage; (e) ; Buy and Sell Agreement; and a (f) Financing Statements. tr r The forms of 'the documents listed in (a) through .(f) above are Approved, with such variations, insertions and additions as, are deemed appropriate by the parties and approved by the City , Attorney. ,} o = section 4. Authorization Uponocompletion of the Construction;•Loan Agreement, - the - Lease, the Mortgage, the Buy" ,7 and_.Sell.Agreement, the F Statements and the Municipal " Assignment, approved in;,Section 3.03 hereof, and the execution thereof by the Partnership and the Lender, as the case may be, .. the Mayor and City, .Clerk shall execute= the same, <� the Note (in " substantially the form - set forth in Section 5.01 hereof),, and R such other certif ications, documents or instruments as bond rA counsel- or counsel ° for the Lender shall require, .on behalf of the City, subject to the approval of the City Attorney. All certifications, recitals and representations therein shall con- stitute the cortifications, recitals and representations of,the,. City. Execution of any instrument ordocument by one or more appr-.opriate, officers of the City shall' constitute and shall be I,` deemed ,the conclusive eviden,64% of the approval and authorization i" by the City'and the Council of the instrument or document,so executed.' Section - . The Note 5.01. Form and Authorized Amount. The Note shall be issued substantially in the form hereinafter set forth, with such appropriate variations, omissions and , insertions; as are per,"mi,tted' or required by =this Resolution, an d in accordance with the further provisions of this, Section;, in the total principal iJ amount of $700 - r c ^ —5' [ra l V UNITED STATES OF AMERICA. STATE OF MINNESOTA COUNTY, OF SCOTT % CITY OF PRIOR LAKE :} Commercial Development Revenue Note (Gateway Plaza Shopping Center Pro'ect) ° _. $700 " G FOR VALUE RECEIVED, The CITY OF PRIOR'iAKE, MINNESOTA., A municipal corporation of. the State_.of Minnesota.(the "City ",) ' hereby promises to pay to the order of FIRST "NATIONAL BANK ':OF MINNEAPOLIS,. a national banking association, � or assign (the Holder"), at its principal office in Minneapolis, Minnesota, or such-other place•as the Holder ;may designatein writing, from the source and in the manner, and with interest thereon as here- inafter provided, the principal sum of SEVEN HUND� u DOLLARS ($700,000), or so muca thereof as nay, be, advanced, with interest on the unpaid principal amount rate,of m at the eight and three- eighths percent (8 -$/8 %) per annum, in any coin - currency which at the time. or times of payment is legal tender 9 for the payment of public or private debts in the "United States of America. This Note, -, is payable in installments due as follows: (a) From and after the date hereof until the Assignment Date (as hereinafter defined), the shall interest pay only on the amount of principal, that shall from time to time be advanced hereunder. Interest shall accrue from and after the date of each and every advance so madeby the Holder and shall bec'payable on the -first day of the month next succeeding the date on< which-the first advance is made, and on the first -,day of each and every month thereafter,, with a final payment of accrued interest to be made -_ on the'Assignment Date. ,`•° (bYl Interest only, for�the period from and including' the Assignment Date to and including the last day of the ` month in which the Assignment.Date occurs, shall be paid on the first day of thefirst month following the Assignment Date.` a 3 c -6- z (c) Commencing on the first day of the second month following 'the Assignment Date and continuing on the first day of each month thereafter, the principal balance hereof, ., together with interest thereon, shall be due and payable in 30Q consecutive ;monthly- installments,.each in the amount of Five" Thousand Five Hundred Eighty --; and 50/100 Dollars' ($5,582 „50) =except that monthly shall not extend beyond ° 1, 2005, on date all principal, int;p�rest and' other „January indebtedness remaining unpaid shall be paid °in full. 'Provided-,"o = however, that in the event that less than the full amount of =, this Note, shall have been ,'dvanced at the time the first monthly payment of principal and interest becomes due, said monthly pay- ° ment will becomputedbybasing the principal portionof they payment on the full.amount of this Note and the interest portion of the payment,on the amount actually-advanced. Monthly payments ` so computed will continue to be due and until additional' funds' are advanced, in which case new monthly payments - 'will be similarly computed. in the further :event that,'�as;of the date on ,' o or before which qualification for additional disbursements may occur pursuant to sthe�Commitment (as hereinafter defined), less than the full amount of this Note shall, have <been advanced,' the= monthly, payments of principal and interest thereafter due will be computed by determining the monthly payment necessary to amortize' the then outstanding balance of this Note over the then remaining x .term of this Note at the 'stated interest rate. All payments hereunder shall be applied first interest due on the unpaid principal thereafter to�the °reduc- tion of principal. As used herein, the term'1 "Assignment Date" shall mean the date on The Aetna Casualty and Surety Company ( "Aetna ") ; becomes the holder hereof. If the Assignment , Date does not occur on or before December 15, 1979, the entire unpaid principal balance hereof together with interest accrued thereon shall, at the option.of the Holder, become due and payable immediately upon demand.. As used herein, the term "Commitment" refers to the = mortgage loan application of the Partnership (hereinafter "identified) dated January 3, 1979, and the commitment letter of` Aetna to the City'dated February 6, a 'amended by letter dated February 13,,1973, {,pertaining to the loan evidenced hereby. Notwithstanding the foregoing,, in the &E - a Determination of Taxability - (As hereinafter defined) , =th -.rate of interest'hereon shall be automatically increased percent (10 %) per annum effective as of the D 'ate Tax"ility;,' ' ° (as hereinafter defined), or, if'the.Date of Taxability s deter- mined to have occurred prior to tho Assignment Date, the rate of , interest-,hereon . shall be automatically increased to two and `- one -half percent (2 -112 %Y per annum in excess of the prime rate of interest from time to time charged by First National ° " Aank�of Minneapolis on 90 -day unsecured loans,to its commercial _ -7- borrowers of the highest credit rating, which annual rate shall change when and as such prime rate�,shall change, ,until the Assignment Date at which time the rate of interest hereon shall become and thereafter.remain ten percent (10 %) per annum. Further in the event of such Determination bf Taxability, the monthly installment payments payable pursuant��to paragraph (c) hereof from and after the Date of Taxability shall be ;increased i to the- amount necessary to fully amortize the outstanding principal balance hereof at toe Interest rate of­10% per annum over the remaining term of this Note, and the City shall, within ninety (90) days thereafter, pay to the appropriate' Holders) the difference - between (i) the amounts actually paid hereunder from said Date of Taxability and (ii) the amounts, which would „have been paid during such period if the increased Interest rate had been in effect..,,,, - - � .:.. .. ` . For the ur p poses of the preceding paragraph, a - Determination of Taxability” shall mean the issuance of a statutory notice of deficiency by the Internal Revenue Service, j or a ruling of the Nationsl Offste of the Internal Revenue I Service, or a final decision of ' a court of competent jurisdiction which holds that the interest payable on' is includable in the gross: income of the federal income tax ,Holder,,,�fot purposes if the period, if any, for Contest or a ppeal . of 'such action, . ruling or decision by the_ Partnership or Holder has expired without . 'any. such contest or'appeal having been properly instituted by the Hold or the Partnership. The "Date of Taxability" shall mean that point in as specified in the determination_, ruling'or decision, that. the interest payable on this Note becomes includable in the gross income of the Holder for federal income tax purposes. Prior to the expiration of the first ten (10) loan years, no principal payments other than the..required monthly installment payments above for Beginning provided may be made. with the oleventh (11th) loan year, additional principal payments ''in' multiples of $1,000.00 may be made provided that such " additional principal payments shall,be subject to.,a prepayment premium equal to five such percent (5 %) of amount prepaid, which m' premiushall one percent (1 %): during every loan year thereafter. Subsequent to the expiration of,the fifteenth (15th) loan year, no prepayment premium shall he payable. As -used' herein the term "loan year" shall mean a year consisting of twelve (12) calendar months, the first day of sucW first loan year.being the date on which the City is obligated to make first required installment.payment of principal and interest as set forth in paragraph (c) above. Any prepayments shall be made on at least sixty (60) days advance written notice to the Holder', shaft be on a. regularly scheduled installment payment dater, and shall not suspend or reduce required installment payments. , to The proceeds of this Note are to be, disbursed in, pursuant to the terms and conditions of that�certain.Construction Loan Agreement of even date herewith by and among the City,, Gateway Center Associates, a, Minnesota partnership (the "Partnership ");, and the First National Hank of Minneapolis (the "Construction Loan , Agreement "). Provisions to the contrary, if' any, contained in this Note notwithstanding, the Construction Loan Agreement shall no longer constitute <a part of this Note from and after the date on which Aetn& becomes the Holder hereof, and no defenses, offsets or counterclaims "arising out of said Construction Loan Agreement shall be effective as against the indebtedness evidenced,by this Note or against Aetna or Its successors or assigns, all of such defenses, offsets and counterclaims being then waived insofar as said indebtedness and Aetna and its successors and assigns are concerned., This Note constitutes an issue in the -total authorized face amount 'of $700,000. Th { s Note is issued by the City ,pursuant to the authority granted =Iby Minnesota Statutes, Chapter ",474,, as amended (the` "Act "),,for the purpose of providing funds' for ` a Project,, ''as defined in .Minnesota Statutes, Section 474.02,,.Subdivision la,= consisting of certaip, real estate and construction of improvements thereon, and paying necessary expenses' incidental thereto, such,, funds to: be,+ loaned by the City to th Partnership pursuant to a 1k"olution, April , 1979 {by the City Ctifie "Resolution " ),:the Construction Loan` Agreement and'a Lease of even date he'rewith;o( the "Lease ") between the,City, as lessor, and the Partnership as tenant, thereby assisting activities in the public interest and for the public V, ifare of the "tity of Prior Lake. This .Ncte'is secured by a Mo-tgage and Security Agreemenat of even date herewith "M,rtgage "), "and (the between the City,'as`Mortgagor; the Holder, as Mortgagee, and an.Assignment of Rents and Leases of even date herewith (the " Assignment ") from'thePartnershp to the Holder.' All of the agreements, conditions „,covenants, provi- sions and stipulations contained in the Mortgag Construction Loan Agreement', Lease, Assignment ; and any other loan;'or security document collateral hereto are hereby made apart 6T-this, Note to the same extent and with the same force and effect is ' - if they were,fully set fort herein. erein. Time is of the essence hereof. In % in the payment of the event of an a principal, interest Y de � P . any or other indebtedness due hereunder, which payment shall 'remain "unpaid for a period'ol E ten 110) days after suc2i: default has occurred, or if an °Ej nt of Default (as define& in the Mortgage, 'Lease, Construction 'Do Agreement; Assignment 6k-any other loan' or security document collateral hereto) occurs, then the ” -9- Y r) Holder may at its right and option declare immediately due.arid 4 t payable the principal balance of this Note and interest accrled thereon to the date of declaration,�together with any attorneys' fees incurred by the Holder l in collecting or enforcing payment thereof,, whether suit be brought or not, and all other sums due hereunder or under -the Mortgage, Construction Loan Agreement, Assignment or the tease, anything to'the contrary therein not-; withstandting and payment thereof may be enforced and recovered ' in "whole or in part, at�any time`by one or more of the remedies: provided in the 1►iortgage, in this Note, in fihe. Constrriction Loan Agreement, 4ssignment or in the Lease, � 12e Helder may , extend the time of payment of interest and /oprincipal of this Note, without notice to or. consent of .any petty liable hereon, * „. and 'without releasing such party. t The City for itself, its successors and .assigns;" hereUy waives demand, presentment, notice of_ nonpayment, protest, notice of protest,.:. notice of dishon { or, and diligence in collection and agrees that without any notice the Holder,helieof may take and /or release additional security herefor, or alone or together \ \ with any present or future owner or owners.o€ any property covered = by the Mortgage given to secure this Note may from time to time extend, renew, or otherwise , modify` "the date.,,or ;dates or amount or'` amounts of payment above :recited - ,or the Holder hereof ;may from -- time to time release any part or parts of the property and IdMV interests subject to said Mortgage with or without consideration, and" that in any such case the City shall continue liable_ to pay the unpaid balance of the indebtedness evidenced hereby as so additionally secured,` renewed or,modifted and notwith- standing any such release. At the option of the Holder, the outstanding principal balance,of this.Note together with accrued interest thereon and any other indebtedness due hereunder, ma decl y be .ared due and" payable in full on the first day of the sixteenth (16th) loan year; provided that in order to exercise its option under this paragraph, the Holder must give notice there'of`in writing to.the {; City'and the Partnership at the .address and in the manner provided in Section t0.01'of the Lease at least six.(6) months prior to the ;first day of the sixteenth (16th), loan.year This Note does not constitute.a debt of the City within the meaning of any constitutional; or statutory limitation, and is not payable from or a charge upon any funds other than'the revenue pledged to the payment thereof, an¢ no Holder of this Note shall ever have the right to compel any exercise of the taxing power of the City to pay this Note or the interest hereon,_ -10- r or to enforce payment thereof against any property of the City, x and this .Note does not�Wconstitute a chirge;'lien or "encumbrance ' legal or' equitable, upon any property of theCity, except the Project as defined in the Lease;` and the agreement of City to perform or cause the performance of the and other provisions herein 'referred `to shall be subject at all times to, the availability of revenues of the Project or other funds furnished to the City in accordance with the documents herein -, .above re farred to, sufficient to pay all costs - of such performs nce or the, enforcement; thereof. The remedies of the Holder; as provided herein and In the documents hereinabove referenced, shall be cumulative' and concurrent and maybe pursued or together, at the Bole discretion.of the Holder, and may be `. exercised as often as.occasionvtherefoi shall 'occur; and the failure to exercise any suc r- ight remedy shall in no event „ be construed as a 'waiver or release "thereof.. The Holder mays in its discretion, waive any default hereunder and its consequence6�and're�scind any declaration of acceleration of principal; pr8v* ded, however, that no action,; or inaction by the Holder shall`be, deemed a waiver of any of the 'Holder's rights or remedies unless the Holder specifieaT;ly`1' ; agrees in writing that such.'acton or inaction -wild. constitute a-waiver of its rights or remedies. Any waiver shall only apply to the particular instance for which it was agreed. No r.. delay in exercising and no failure in;exercising,any rig ht or 1 , roMedy hereunder, or afforded by law, shall be a waiver of preclude the exercise of any right or remedy hereunder, or '`. provided by law, whether on such occasion or any future :occasion, nor shall such delay be construed to be a_waiver of ,any default ` or.acquiescence. therein. The exercise or the beginning of`the ,,exercise of,one right or remedy shall not be deemed a waiver of the right to exercise, at the same time or~ thereafter any !Daher right , remedy. As provided in the Resolution,. this -Note is ^transfer - ' able upon the books of the City at,- o£ "ice" of the' Cityi Clerk, by the Bolder hereof in person or by its attorney duly author -,, ized, in writing, upon surrender 'hereof together with, a written instrument of transfer satisfactory to City Clerk,; duly . executed by the Holder or its duly authorized .,attorney. Upon uch transfer the City Clerk will note the date of registration ., and the name and address of the new registered, Holder ik the - "° �­k6gistration blank.appearing below. The City may deem and treat the party in whose name this Note is last registered upon the books, of the City, with such registration noted on.this,Note, as the absolute owner 'her6of, wh�thex ,r ,not o f� the purposes of rer�ivini� payment %of or `;un �account�, of the principal balance • P p� e.piums or , inite�Cest, and fdr� %ail . oth�sr purposes, e nd a'' l ?such pa so mad`e , to the % Holder or upon it., order, shall ' be validl' axed of f ectual I, satigfy aril discharge the li''il bility ,of the Oi,ty upon this Note to the extent of the 'ium or. suips sod paJ4, and , �thn; W:y shall not be affected by any notice to 'the ' ont.rary. 1 � It is c�-ktifCad',�and recited th��t all acts, conditions and - thinijs required` ,by` he Constitikution and laws 'of the State of Minnesota to�' do or Oerfo r tb exist to make this Note a valid a�d be speciai, obligation of the City in accordance with its terms have Zjeen dine and performe4`and do exist ash so IN VITNESa WHEREOF , the City ; fhas ca used this Note to be executed in its Yiehailf by the . siga\atpres of the Mayor and . City .Clerk Viand. seal4d ith - its 'corpor! k seal � ,and has caused t , this Note t be'�da�'te'd' a "' of ` pril 2 ` 19'19,. ' ► �� CITY OF' PR IN NESOT A 11 t t By Mayor �r 51 L Attest: ",; perk \' PROVISIONS" AS `t T�'J„ RE The ownership of th aid principal bit, nce of this ,, Note. and tt e. interest accruing` ,thereon is registere&, on the hooka of thle City of P.rior,' Lak' j Z the name of the Ho der last . ngted. below�� Date .:f Nameof Signature of Registratio Regii1tered Ot aner 'C_it ,Clerk A l9,?9 "First � Bank of Minneapolis ��; 7 5.02. ,. Execution. The, Note shall be eicecutecl` on behalf of the City'by'the siggnatures of the Mayor and City Clerk and shall be sealed with its corporate seal.! In case any officer' whose'signature shall appear on -the dote shall cease to be such' officer before the :delivery thereof, such signature shall never - theless!be valid'and sufficient for all purposes. `The Note shall be dated'as of the date of delivery thereof to,,and payment therefor by; the Lender. o 5.03. Mutilated, Lost and Destroyed Note. In case the Note shall become mutilated or be desttoye or lost, the City shall cause to be executed and delivered a new note of like out- standing principal amount and tenor in exchange and substitution for and of the mutilated note, or in lieu of aid . in substitution for such note destroyed�or lost,•upon the holder's the reasonable expenses and charges of the City in connection therewith', and, in case the note is- destroyed or' lost, its'filing,wi'th' the City evidence satisfactory to it. t, 5.04.. Re istration'of Transfer'. TherCity will cause to be kept.at the office of the C ity ' tlerX a Note Register in ohiph, subJect to such reasonable regulations as it may prescribe. the City shall provide for,the registration of- transfers of oy�me,ship of the Note. The Note shall be transferable upon the Note Register,by the holder thereof in Person or by its attorney di 4y authorized in writing, upon surreAder of the Note together with a written instrument of transfer satisfactory to' the City Clerk, duly executed by the holder ar its duly authorized attorney.. t�p�on such transfer the City Clerk shall, note the date of registration and the the holder, in.the, name and addres;)7of new Note Register and in the registration blank appearing at the bottom of the Note.- The .City may deem and t,4eat the party in `whose' name the Note is last registered in the Register as -,the absolute owner of the Note or not ,overrdue, for .,the purposes of receiving payment'of or on account of the principal balance, prepayment pr emiums or interest and for all other purposes, and all such payments so made.'to the registered" h o lder or upon its w order shall be valid and effectual to-satisfy and discharge the liability of City upon the Note to the extent of the sum or sums so; paid, and the City shall not be affected'by any notice-to the contrary. 5. Deliver and use Proceeds.' Prior to delivery Very , ,of ' of t Note the ocuments referred to below -shall be completed and executed in form and substance as approved by the City Attorney.. The City shall execute and deliver to the, the Note in the total.principal` amount of $700,000, together witty "tfie following: 3- r, % 1 � r Ql (a) a copy�1 duly certified. by the- Clerk, of this z Resolution: (b originals executed counterparts of the E Cori truction Loan Agreement, the Lease, the`'municipal Assign- ­"nt, the Mortgage, the Financing Statements and the Buy and Sell Agreement (except as to execution thereof \by the µPermanent Lender)�� (c) organirationaY Documents; and I (d) such closing certificates as are required by bond � counsel. Upon delivery of the Note and above items `to the Lender, the Lender shall, on behalf of the City, disburse the proceeds of the Note to the Partnership in reimbursement of r Project Costs pursuant to the p r ovisions - 'of the Construction L oan Agreement. The Lender or the Partnership shall provide the °City with a full accounting ,,,of all funds disbursed for Project Costs. Section 6. Limitations of the Cit !s.obli ations. Notwithstanding anything containea n the Note, the Mortgage the /i W Conatrcct3on Loan Agreement, the Lease, the Municpal,ASaignment, the Buy and Sell Agreement or any other documents referred td in Section 3.03, the Note shall not constitute a , ' , debt of the City/ r within the meaning of any constitutional or statutory limitation and shall'not be- subject to any:_liability' "thereon. No holder of such Note shall ever have the right to compel any exercise of the .,, taxing power of the City to pay the Note or theAnterest tbereon or to enforce payment thereof against any property of the City, ; and the Note shall not constitute a charge, lien or encumbrance, regal or equitable, upon any property of the City. The agreement` of the,City to perform the covenants and other provisions contained in the Note, the mortgage,,, the. Construction Loan, Agreement, they Leese, the Munf.cipal Assignment or the. Buy and Sell Agreement and y , the,other documents listed in Section 3.03 shall be subject at all times to the availability of revenues furnished by the Partnership ;4 = sufficient to pay, all costs of such pe�cformance by the enforce meet thereof, and the City shall not to subject to any personal,or ' pecuniary liability thereon. Adopted April 23 , 1979.' t E. _ •- Attest: ,: 0 . x - City Clerk 3 tx r °',., n' t. 0 s The motion for the adoption of the foregoing resolution was duly seconded by Member Don Busse and upon vote being taken theeon, the following voted in favor hereofs. Tom Watkins Mayor Stock Don Busse' and, the Iollowing " voted against the same: �' Keith'Thorkelson - abstained o Whereupon said resoluton� was declared duly",pas:sed and x` adopted. ' tt y a r' r r. . . c. � a y v � s .