HomeMy WebLinkAboutCity Council Resolution 1983-343•
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CERTIFICATION OF MINUTES RELATING TO
INDUSTRIAL DEVELOPMENT REVENUE NOTE
(JOSS PROJECT)
(JUDE CANDY AND TOBACCO COMPANY, INC., LESSEE)
Issuer: City of Plymouth, Minnesota
Governing Body: City Council
Find, date, -time and place of meeting: A special meeting, held
on June 27, 1983, at 7:30 o'clock P.M., at the City Hall,
Plymouth, Minnesota.
Members present: Mayor Davenport, Councilmembers Moen, Neils,
Schneider and Threinen
Members absent: None
Documents Attached:
Minutes of said meeting (pages):
RESOLUTION NO. 83-343
RESOLUTION RELATING TO A $800,000 INDUSTRIAL
DEVELOPMENT REVENUE NOTE (JOSS PROJECT)
(JUDE CANDY AND TOBACCO COMPANY, INC.,
LESSEE)= AUTHORIZING THE ISSUANCE THEREOF
PURSUANT TO MINNESOTA STATUTES, CHAPTER 474
I, the undersigned, being the duly qualified and
acting recording officer of the public corporation issuing the
obligations referred to in the title of this certificate,
certify that, the documents attached hereto, as described above,
have been carefully compared with the original records of said
corporation in my legal custody, from which they have been
transcribed; that said documents are a correct and complete
transcript of the minutes of a meeting of the governing body of
said corporation, and correct and complete copies of all
resolutions and other actions taken and of all documents
approved by the governing body at said meeting, so far as they
relate to said obligations; and that said meeting was duly held
by the governing body at the time and place and was attended
throughout by the members indicated above, pursuant to call and
notice of such meeting given as required by law.
WITNESS my hand officially as such recording facer
this day of , 1983.
Si nature
Laurie Houk City Clerk
(SEAL) Name and Title
z
Member ften introduced the following
resolution and moved its adoptions
RESOLUTION NO. 83-343
RESOLUTION RELA 00,000 INDUSTRIAL
DEVELOPMENT REVENUE NOTE (JOSS PROJECT)
(JUDE CANDY AND TOBACCO COMPANY, INC.,
LESSEE); AUTHORIZING THE ISSUANCE THEREOF
PURSUANT TO MINNESOTA STATUTES, CHAPTER 474
BE IT RESOLVED by the City Council of the City of
Plymouth, Minnesota as follows:
Section 1. Definitions
1.01. In this Resolution the following terms, when
used with initial capital letters, have the following
respective meanings unless the context hereof or use herein
clearly requires otherwise:
Act: the Minnesota Municipal Industrial Development
Act, M nnesota Statutes, Chapter 475, as amended=
Assi nment: the Assignment of Rents and Leases, to be
given Ty the Partnership in favor of the Lender;
Building: the office and warehouse facility and
relatedmprovements located on the Land;
Ci�y: the City of Plymouth, Minnesota, its successors
and assigns;
Fixtures: those items defined as such in Section 1-1
of the Mortgage;
Land: the real estate located at 3005 Niagara .bane in
the City;
Lease: the Lease, by and between the Partnership and
the Tenant,
Lender: the First Security State Bank of St. Paul, in
St. Paul, Minnesota, its successors and assigns;
Loan Agreement: the Loan Agreement to be executed by
the City and the Partnership;
Mortgage: the Combination Mortgage and Security
Agreement and Fixture Financing Statement to be given by
the Partnership in favor of the Lender;
Partnerships JOSS, a Minnesota general partnership,
its successors and assigns;
Pledge Agreement: the Pledge Agreement to be executed
by the City and the Lender;
Pro ect: the Land, the Building and the Fixtures as
they may at amy time exist;
Pro ect Costs: those costs defined as such in Section
1.01 BY the Loan Agreement;
Resolution: this resolution of the City, adopted
June 27, 1983p -authorizing the issuance of the Note;
Tenants Jude Candy and Tobacco Company, Inc., a
Minnesota corporation, its successors and assigns..
that: Section 2. Findings. It is hereby found and declared
(a) the real property and improvements described in
40 the Loan 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 promote the 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
marginal lands and areas of chronic unemployment; the
retention of industry to use the available resources of the
community in order to retain the benefit of its existing
investment in educational and public service facilities;
halting the movement of.talented, educated personnel of
mature age to other areas and thus preserving the economic
and human resources needed as a base for providing
governmental services and facilities;
(c) the Project has been approved by the Commissioner
of Commerce of the State of Minnesota as tending to further
the purposes and policies of the Act;
(d) the financing of the Project, the issuance and
sale of the Note, the execution and delivery of the Loan
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4.
Agreement and the Pledge Agreement and the performance of
all covenants and agreements of the City contained in the
Loan Agreement and ,the Pledge Agreement and of all other
acts and things required under the Constitution and laws of
the State of Minnesota to make the Note, the Loan Agreement
and the Pledge Agreement valid and binding obligations of
the City enforceable in accordance with their terms, are
authorized by the Act;
(e) it is desirable that the Industrial Development
Revenue Note in the amount of $800,000 be issued by the
City upon the terms set forth herein, and that the City
assign its interest in the Loan Agreement and grant a
security for the payment of the principal of, interest on
and premium and late charges, if any, on the Note;
(f) the loan payments contained in the Loan Agreement
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, premium and
late charges, if any, and interest on the Note issued under
this Resolution when due, and the Loan Agreement also
provides that the Partnership is required to pay all
expenses of the operation 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 Project payable during the term of
the Loan Agreement; and
(g) under the provisions of Minnesota Statutes,
Section 474.10, and as to be provided in the Note, the Note
is not to be payable from nor charged upon any funds of the
City other than the revenue under the Loan Agreement
pledged to the payment thereof; the City is not subject to
any liability thereon; no Holder of the Note shall ever
have the right to compel any exercise of the taxing power
of the City to pay the Note or the interest or premium or
late charges, if any, thereon, nor enforce payment thereof
against any property of the City except the revenue under
the Loan Agreement pledged to the payment thereof; the Note
issued hereunder shall recite that the Note, including
interest and premium and late charges, if any, thereon, is
payable solely from the revenue under the Loan Agreement
pledged to the payment thereof; and the Note shall not
constitute a debt of the City within the meaning of any
constitutional or statutory limitation; provided, however,
that nothing contained in this paragraph (g) shall impair
the rights of the Holder or Holders of the Note to enforce
covenants made for the security thereof as provided in
Minnesota Statutes, Section 474.
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Section 3. Authorization and Sale
3.01. Authorization. The City is authorized by the
Act to issue revenue bonds, and loan the proceeds thereof to
business enterprises to finance 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.
3.02. Preliminary City Approval. The Council gave
preliminary approval to the sale of its revenue bonds pursuant
to the Act and the loan of the proceeds to the Partnership for
the acquisition and improvement of the Project suitable for use
as a office ;nd warehouse facility and authorized the
preparation of such documents as may be appropriate to the
Project by the following actions:
(a) July 29, 1982, publication in New Hope - Plymouth
Post, the official newspaper of the City, of the Notice of
Public Hearing;
(b) July 30, 1982, publication in The Minneapolis
Star and Tribune, a newspaper of general circulation of the
City of the Notice of Public Hearing;
(c) August 16, 1982, public hearing held at the City
Hall before the City Council; and
(d) August 16, 1982, adoption of Resolution 82-399,
giving preliminary approval to the Project.
3.03. Approval of Documents. Pursuant to the above,
there have been prepared and presented to this Council copies
of the following documents, all of which are now, or shall be,
placed on file in the office of the City Clerk:
(a) the Loan Agreement;
(b) the Assignment (not executed by City);
(c) the Pledge Agreement;
(d) the Mortgage (not executed by City); and
(e) the Lease (not executed by the City).
The forms of the documents listed in (a) through (e) above are
approved, with such variations, insertions and additions as are
deemed appropriate by the parties and approved by the City
Attorney and City Manager.
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Section 4. Execution of Documents. Upon the
completion of the Loan Agreement and the Pledge Agreement,
approved in Section 3.03 hereof, and execution of the Loan
Agreement and Pledge Agreement by the Partnership and the
Lender, as the case may be, the Mayor and the City Manager
shall execute the same on behalf of the City and shall execute
the Note in substantially the form as the Form of Note set
forth following Section 5.01 hereof on behalf of the City, and
shall execute such other certifications, documents or
instruments as bond counsel or counsel for the Lender shall
require, subject to the approval of the City Attorney, and all
certifications, recitals and representations therein shall
constitute the certificates, recitals and representations of
the City. Execution of any instrument or document by one or
more appropriate officers of the City shall constitute and be
deemed the conclusive evidence of the approval and
authorization by the City and the Council of the instrument or
document so executed. In the absence or disability of the
Mayor, any of the documents authorized by this resolution to be
executed, shall be executed by the acting Mayor, and in the
absence of the City Manager by such officer of the City who, in
the opinion of the City Attorney, may execute such documents.
Section 5. 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
permitted or required by this Resolution, and in accordance
with the further provisions of this Section, in the total
principal amount of $800,000.
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF PLYMOUTH
Industrial Development Revenue
(JOSS Project)
(Jude Candy and Tobacco Company, Inc
R-1
Note
, Lessee)
$800,000
The City of Plymouth, Minnesota, a municipal
corporation of the State of Minnesota (the City), for value
received, hereby promises to pay to the order of FIRST SECURITY
STATE BANK OF ST. PAUL, or assigns (the Holder), at its
principal office in St. Paul, Minnesota, or at such other place
as the Holder may designate in writing, from the source and in
the manner, and with interest thereon as hereinafter provided,
the principal sum of EIGHT HUNDRED THOUSAND DOLLARS ($800,000),
with interest on the unpaid principal amount, from the date
hereof until this Note is fully paid in any coin or currency
which at the time or times of payment is legal tender for the
payment of public and private debts in the United States of
America. Interest hereon shall be computed at the following
rates:
(a) from the date hereof until August 1, 1988 this
Note shall bear interest at the rate of ten and one-quarter
percent (10 1/4%) per annum; and
(b) on 1, 1988 and 1, 1993 (the
"Interest Redetermination Dates" t e interest rate on
this Note shall be changed (upward or downward) to a rate
which is equal to the greater of (i) ten and one-quarter
percent (10 1/4%) per annum or (ii) a rate per annum equal
to one percent (1$) in excess of the average of the yields
to maturity stated in the "Twenty -Bond (G.O. Bond) Index",
published by The Bond -Buyer for each of the fifty-two (52)
weeks prior to such Interest Redetermination Date (rounded
to the nearest one-tenth of one percent), and the interest
rate as so changed shall remain in effect to the earlier of
the next Interest Payment Date or the final payment of all
principal and interest on this Note.
This Note is payable in installments due as follows:
(a) on 1, 1983, an amount equal to the
interest accrule-T to that date on the outstanding principal
of this Note; and
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(b) commencing on 1, 1983, principal and
interest shall be payable in one hundred seventy-nine (179)
equal, consecutive monthly installments of $8,719.61 each;
and a final installment on 1, 1998, which shall be
the unpaid balance of principal and interest hereunder;
provided that on each Interest Redetermination Date, the
amount of the monthly installment payment payable
thereafter will be adjusted, if necessary, so as to
amortize the unpaid principal balance hereof over the
remaining term of the Note.
All payments shall be applied first to interest and then to
principal.
All interest hereon shall be computed on the
assumptions that each month contains thirty (30) days and each
year three hundred sixty (360) days, except that the payments
required under (a) above shall be made on the basis of actual
days elapsed in a three hundred sixty (360) day year.
Notwithstanding the foregoing, in the event that the
interest on this Note becomes subject to federal income
taxation pursuant to a Determination of Taxability, as defined
in the Loan Agreement, of even date herewith (the Loan
Agreement), between the City and JOSS, a Minnesota general
partnership (the Partnership), the interest rate on this Note
shall be increased effective as of the Date of Taxability, as
defined in the Loan Agreement, to a rate per annum equal to the
rate of interest publicly announced from time to time by The
First National Bank of Saint Paul, a national banking
association, as its prime rate (which rate shall change as of
the first day of each month), plus one percent (i$), and the
monthly installment payments hereunder from and after such Date
of Taxability shall be computed at such increased rate and
adjusted to the extent necessary to provide for full
amortization of this Note in equal consecutive monthly
installments on 1, 1998, and the City shall pay to the
Holder of this Note and to any prior Holder the aggregate
difference between (A) the amounts actually paid between the
Date of Taxability and the date of such payment and (B) the
amounts that would have been paid to the Holder and any prior
Holder during such period at such increased interest rate.
In the event the City shall fail to make when due any
interest payments or principal and interest payments required
under this Note, the interest payment or principal and interest
payment so in default shall continue as an obligation of the
City until the interest payment or principal and interest
payment in default shall have been fully paid, and the City
agrees to pay interest thereon (including to the extent
0
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permitted by law, interest on overdue installments of interest)
at the rate of interest per annum borne on the Note.
The principal of this Note may be prepaid either in
whole or in part, on any date upon payment of a price equal to
the principal being so prepaid plus accrued interest to the
date of prepayment. Any prepayment shall not suspend or reduce
required installment payments and shall be applied, after
deduction of accrued interest, to reduce the principal portion
of the installments due under this Note in inverse order of
their maturity.
This Note constitutes an issue in the total authorized
face amount of $800,000. This Note is issued by the City
pursuant to the authority granted by 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 certain real estate and
improvements thereon, and paying necessary expenses incidental
thereto, such funds to be loaned by the City to the Partnership
pursuant to a Resolution adopted by the City on June 27, 1983
(the Resolution) and the Loan Agreement, thereby assisting
activities in the public interest and for the public welfare of
the City. This Note is secured by a Pledge Agreement, of even
date herewith (the Pledge Agreement), between the City and the
Holder, a Combination Mortgage and Security Agreement and
Fixture Financing Statement, of even date herewith (the
Mortgage), given by the Partnership in favor of the Holder and
an Assignment of Rents and Leases, of even date herewith (the
Assignment), given by the Partnership in favor of the Holder.
As provided in the Resolution, the City will cause to
be kept at the office of the City Clerk a Note Register in
which, subject to such reasonable regulations as it may
prescribe, the City shall provide for the registration or
transfer of ownership of this Note. This Note is transferable
upon the books of the City at the office of the City Clerk, by
the Holder hereof in person or by its attorney duly authorized
in writing, upon surrender hereof together with a written
instrument of transfer satisfactory to the City Clerk, duly
executed by the Holder or its duly authorized attorney. Upon
such transfer the City Clerk will note the date of registration
and the name and address of the new Holder upon the books of
the City and in the registration blank appearing below.
Alternatively, the City will at the request of the Holder issue
new notes in an aggregate principal amount equal to the unpaid
principal balance of this Note, and of like tenor except as to
number, principal amount and the -amount of the monthly
installm,tnts payable thereunder, and registered in the name of
the registered Holder or such transferee as may be designated
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by the Holder. The City may deem and treat the person in whose
name this Note is last registered upon the books of the City
with such registration noted on the Note as the absolute owner
hereof, whether or not overdue, for the purpose of receiving
payment of or on account of the principal balance, redemption
price or interest and for all other purposes, and all such
payments so made to the Holder or upon its order shall be valid
and effectual to satisfy and discharge the liability upon this
Note to the extent of the sum or sums so paid, and the City
shall not be affected by any notice to the contrary.
All of the agreements, conditions, covenants,
provisions and stipulations contained in the Resolution, the
Loan Agreement and the Pledge Agreement are hereby made a part
of this Note to the same extent and with the same force and
effect as if they were fully set forth herein. If the City
should fail to make any monthly installment of interest or
principal and interest when due, which failure shall continue
for twenty (20) days, or if an Event of Default occurs under
the Loan Agreement, the Mortgage or the Assignment, then the
Holder may at its right and option, by written notice to the
City and the Partnership, declare immediately due and payable
the principal balance of this Note and interest accrued thereon
to the date of declaration of such default, together with any
attorney's fees incurred by the Holder in collecting or
enforcing payment of interest or principal of this Note,
without notice to or consent of any party.
This Note shall not be payable from nor charged upon
any funds of the City other than the revenue under the Loan
Agreement pledged to the payment thereof, nor shall the City be
subject to any liability thereon. 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 thereon, nor to
enforce payment thereof against any property of the City except
revenue under the Loan Agreement pledged to the payment
thereof. This Note shall not constitute a charge, lien, or
encumbrance, legal or equitable, upon any property of the City,
except the revenue under the Loan Agreement pledgec to the
payrent thereof. This Note, including interest thereon, is
payable solely from the revenue under the Loan Agreement
pledged to the payment thereon. This Note shall not constitute
a debt of the City within the meaning of any constitutional or
statutory limitation. However, nothing contained in this
paragraph shall impair the rights of the Holder of this Note to
enforce covenants made for the security thereof as provided
under the provisions of Minnesota Statutes, Section 474.11.
The Holder shall not be deemed, by any act of omission
or commission, to have waived any of its rights or remedies
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hereunder unless such waiver is in writing and signed by the
Holder and then only to the extent specifically set forth in
the writing. A waiver with reference to one event shall not be
construed as continuing or as a bar to or waiver of any right
or remedy as to a subsequent event.
IT IS HEREBY CERTIFIED AND RECITED that all
conditions, acts and things required to exist, happen, and be
performed precedent to or in the issuance of this Note do
exist, have happened and have been performed in regular and due
form as required by law.
IN WITNESS WHEREOF, the City has caused this Note to
be duly executed by its duly authorized officers and its
corporate seal affixed all as of the day of July, 1983.
CITY OF L UTH
By
(SEAL) M for
And
City Manager
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R�
Y} `
`
PROVISIONS AS TO REGISTRATION
The
ownership of the unpaid principal balance of this
Note and the
interest accruing thereon is registered on the
books of the
City in the name of the registered holder last
noted below.
Date of
Name and Address of Signature of
Registration
Registered Holder City Clerk
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its
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5.02. Note Terms. The Note shall be designated the
Industrial Development Revenue Note (Joss Project) (Jude Candy
and Tobacco Company, Inc., Lessee), and shall:
(a) be dated as of the date of delivery thereof to
the Lender;
(b) be in the total principal amount of $800,000;
(c) bear interest on the unpaid principal balance
advanced from time to time as follows:
(i) from date of issue until the fifth (5th)
anniversary of the Amortization Date, as defined in clause
(d)(ii) hereof, at the rate of ten and one-quarter percent
(10 1/4%) per annum;
(ii) on the fifth (5th) and tenth (10th)
anniversaries of the Amortization Date (the "Interest
Redetermination Dates") the interest rate shall be changed
(upward or downward) to a rate which is equal to the
greater of (a) ten and one-quarter percent (10 1/4%) per
annum or (b) a rate per annum equal to one percent (14) in
excess of the average of the yields to maturity stated in
the "Twenty -Bond (G.O. Bond) Index", published by The Bond
Buyer for each of the fifty-two (52) weeks prior to such
Interest Redetermination Date (rounded to the nearest
one-tenth of one percent), and the interest rate as so
changed shall remain in effect until the earlier of the
next Interest Redetermination Date or the final payment of
all principal and interest on the Note; and
(iii) notwithstanding the foregoing, in the event
that the interest on the Note becomes subject to Federal
income taxation pursuant to a Determination of Taxability"
as defined in the Loan Agreement, the interest rate on the
Note shall be increased to a rate per annum equal to the
rate of interest publicly announced from time to time by
The First National Bank of Saint Paul, a national banking
association, as its prime rate, plus one percent (1%)
(which rate shall change effective as of the first day of
each month).
(d) be payable in installments due as follows:
(i) on the first day of the month following the month
in which the Note is delivered, an.amount equal to interest
accrued to such date on the outstanding principal of the
Note; and
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- (ii) commencing on the first day of the month next
following the month in which a payment of interest only is
made pursuant to (i) above (the •Amortisation Date*), on
and the first day of each month thereafter the principal
balance of the Note, together with interest thereon, shall
be due and payable in 179 consecutive monthly installments
each in the amount of Eight Thousand Seven Hundred Nineteen
and 61/100ths Dollars ($8,719.61), and a final payment on
the first day of the 180th month following the payment of
interest only pursuant to (i) above, of all principal and
accrued interest on the Note; provided, that on each
Interest Redetermination Date, and upon the occurrence of a
Determination of Taxability, the amount of the monthly
installment payment payable on the Note thereafter shall be
adjusted, as necessary, to amortize the unpaid principal
balance of the Note over the remaining term of the Note.
All payments shall be applied first to interest and then to
principal.
(e) be subject to redemption and prepayment upon the
terms and conditions contained in the Note.
5.03 Execution. The Note shall be executed on behalf
of the City by the signatures of the Mayor and the City
Manager, and shall be sealed with its corporate seal. In case
. any officer whose signature shall appear on the Note shall
cease to be such officer before the delivery thereof, such
signature shall nevertheless be valid and sufficient for all
purposes.
5.04. Mutilated Lost and Destroyed Note. In case
the Note shall become mutilated or be destroyed or lost, the
City upon compliance by the Holder with any applicable
provision of law shall cause to be executed and delivered a new
Note of like outstanding principal amount and tenor in exchange
and substitution for and upon cancellation of the mutilated
Note, or in lieu of and in substitution for such Note destroyed
or lost, upon the Holder's paying the reasonable expenses and
charges of the City in connection therewith, and in case the
Note is destroyed or lost, its filing with the City evidence
satisfactory to it and compliance with any applicable
provisions of law.
5.05. Registration of Transfer. The City will cause
to be kept at the office of the City C irk a Note Register in
which, subject to such reasonable regulations as it may
prescribe, the City shall provide for the registration or
transfer of ownership of the Note. The Note shall be
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transferable upon the books of the City by the Holder thereof
in person or by its attorney duly authorized in writing, upon
surrender of the Note together with a written instrument of
transfer satisfactory to the City Clerk, duly executed by the
Holder or its duly authorized attorney. Upon such transfer the
City Clerk shall note the date of registration and the name and
address of the new Holder on the books of the City and in the
registration blank appearing on the Note. Alternatively, the
City shall, at the request and expense of the Holder, issue new
notes, in aggregate outstanding principal amount equal to that
of the Note surrendered, and of like tenor except as to number,
princ.pal amount and the amount of the monthly installments
payable thereunder, and registered in the name of the Holder or
such transferee as may be designated by the Holder. The City
may deem and treat the pet;on in whose name each Note is last
registered upon the books of the City with such registration
noted on the Note as the absolute owner thereof, whether or not
overdue, for the purpose of receiving payment of or on account
of the principal balance, prepayment price or interest and for
all other purposes, and all such payments so made to the Holder
or upon its order shall be valid and effectual to satisfy and
discharge the liability upon this Note to the extent of the sum
or sums so paid, and the City shall not be affected by any
notice to the contrary.
5.06. Delivery and Use of Proceeds. Prior to
delivery of the Note, the documents 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
Lender the Note in the total principal amount of $800,000,
together with the following:
(a) a duly certified copy of this Resolution;
(b) original, executed counterparts of the Loan
Agreement and the Pledge Agreement; and
(c) such closing certificates, opinions and related
documents as are required by bond counsel.
Upon delivery of the Note and the above items to the
Lender, the Lender shall, on behalf of the City, disburse to
the Partnership the proceeds of the Note in reimbursement of
Project Costs pursuant to the provisions of the Loan Agreement
and the proceeds so disbursed shall be deemed to have been
disbursed for the benefit of the City. Upon request of the
City, the Lender and the Partnership shall provide the City
with a full accounting of all funds disbursed for Project Costs.
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Section 6. Limitations of the City's Obligations.
Notwithstanding anything contained in the Note, the Loan
Agreement, the Pledge Agreement, or any other documents
referred to in Section 3.03 hereof, the Note shall not be
payable from nor charged upon any funds of the City other than
the revenue under the Loan Agreement pledged to the payment
thereof, nor shall the City be subject to any liability
thereon. No Holder or Holders of the Note shall ever have the
right to compel any exercise of the taxing power of the City to
pay the Note or the interest or any premium or late charges
thereon, nor to enforce payment thereof against any property of
the City, other than the property subject to the Mortgage
should the City ever acquire title to it. The Note shall not
constitute a charge, lien, or encumbrance, legal or equitable,
upon any property of the City, other than the property subject
to the Mortgage should the City ever acquire title to it. The
Note, including interest and premium, if any, thereon, is
payable solely from the revenue under the Loan Agreement
pledged to the payment thereof, except to the extent payable
out of any proceeds received from the sale or other disposition
of the property subject to the Mortgage. The Note shall not
constitute a debt of the City within the meaning of any
constitutional or statutory limitation. However, nothing
contained in this Section 6 shall impair the rights of the
Holder or Holders of the Note to enforce covenants made for the
security thereof as provided under the provisions of Minnesota
Statutes, Section 474.11.
Section 7. Registration and Certification of
Proceedings.
7.01 Registration. The City Clerk is hereby
authorized and directed to file a certified copy of this
resolution with the Director of Property Taxation of Hennepin
County, together with such other information as he shall
require, and to obtain from the Director of Property Taxation a
certificate that the Note has been entered in his bond register
as required by law.
7.02. Certification of Proceedings. The officers of
the City and the D rector of Property Taxation of Hennepin
County are directed to prepare and furnish to the Lender, and
to the attorneys rendering an opinion as to the legality of the
issuance of the Note, certified copies of all proceedings and
records of the City, and such other affidavits, certificates
and information as may be required to show the facts relating
to the legality of the Note as•the same appears from the books
and records under their custody and control or as otherwise
known to them, and all such certified copies, certificates and
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"fidavits, including any heretofore furnished, shall be deemed
Ores*ntations of the City as to the facts stated therein.
Adaptedt, June
Attests/
City C14Frk
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The motion for the adoption of the foregoing
resolution was duly seconded by Member Schneider and
upon vote being taken thereon, the following voted in favor
thereof: Counci lmembers Moen, Neils, Schneider and Threi nen
and the following voted against the same:
Mayor Davenport abstained.
whereupon said resolution was declared duly passed and adopted.
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