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HomeMy WebLinkAboutCity Council Resolution 1983-343• s 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 -2- 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. -3- l 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. -4- 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. -5- 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 -6- R (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 -7- 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 -8- 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 -9- � 1J ,F(r �• } n� i% 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 -11- 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 -11- its 7 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 -12- - (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 -13- 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. -14- 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 -15- "fidavits, including any heretofore furnished, shall be deemed Ores*ntations of the City as to the facts stated therein. Adaptedt, June Attests/ City C14Frk -16- 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. -17-