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HomeMy WebLinkAboutCity Council Resolution 1985-593Marked Copy 8/6/85 CERTIFICATION OF MINUTES RELATING TO /L1,200,000 INDUSTRIAL DEVELOPMENT REVENUE NOTE (GERALD A. WELLIK PROJECT) (LSI Corporation of America, Incorporated, Lessee) Issuer: City of Plymouth, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A special meeting, held on Aucrust 12,E 1935, at 7:30 o'clock, P.M., at the Plymouth City Hall. Members present: Mayor Davenport, Councilmembers Neils. Schneider and Vasiliou. Members absent: Councilmember Crain Documents attached: Minutes of said meeting (pages):246 through = including: RESOLUTION NO. 85-593 RESOLUTION RELATING TO A $1/2L00,000 INDUSTRIAL DEVELOPMENT REVENUE NOTE (GERALD A. WELLIK PROJECT) (LSI CORPORATION OF AMERICA, INCORPORATED, LESSEE); AUTHORIZING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES. CHAPTER 474 I, the undersigned, being duly qualified and acting recording officer of the public corporation issuing the obligations referred to in the title of this certificate, certify that the doucments 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 officer this day of August,_ 1985. Signature Laurie Houk, City Clerk (SEAL) Name and Title . Member Schneider introduced the following resolution and moved its adoption: RESOLUTION NO. 35-593 RESOLUTION RELATING TO A $1/%Q0,000 INDUSTRIAL DEVELOPMENT REVENUE NOTE (GERALD A. WELLIK PROJECT) (LSI CORPORATION OF AMERICA, INCORPORATED, 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 thereof or use therein clearly requires otherwise: Act: the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended; Addition: the approximately o0 square foot addition to the Existing Building to be constructed on the Land by the Obligor in accordance with the Plans and Specifications. Additional Land: the portion of the Land which is described in Exhibit A to the Loan Agreement. Assignment: the Assignment of Rents and Leases, to be given by the Obligor and Margaret A. Wellik, his spouse, in favor of the Lender; Building: the Existing Building, the Addition and all other improvements and structures now or hereafter located on the Land, as they may from time to time exist; City: the City of Plymouth, Minnesota, its successors and assigns; Code: the Internal Revenue Code of 1954, as amended. Commitment: the letter dated May 13, 1985 from the Lender to the Obligor. as ampnaaA by *N. A-� -a T.._- • Obligor. Disbursing Agreement: the Disbursing Agreement among the City, Obligor, Lender and Title; Existing Building: the office and manufacturing facility now located on the Land and owned by the Obligor. Facilities: the Land and the Building as they may at any time exist; Fixtures: those items defined as Fixtures in Section 1-1 of the Mortgage; Guaranty: the Guaranty to be given by the Tennant to the Lender: Land: the real estate located at 2100 Xenium Land in the City, as more precisely described in Exhibit A to the Mortgage; Lease: the Lease been the Obligor and the Tenant; Lender: Fidelity Bank and Trust Company in Minneapolis, Minnesota, its successors and assigns; Loan Agreement: the Loan Agreement to be executed by the City and the Obligor; Mortgage: the Combination Mortgage and Security Agreement and Fixture Financing Statement to be given by the Obligor, as mortgagor and Margaret A. Wellik, his spouse in favor of the Lender, as mortgagee; Note: theA41,200.000 Industrial Development Revenue Note (Gerald A. Wellik Project) (LSI Corporation of America, Incorporated, Lessee) to be issued by the City pursuant to this Resolution; Obligor: Gerald A. Wellik, a Minnesota resident, his successors and assigns; Plans and Specifications: the plans and specifications for the construction and installation of the Building and remodeling of the Existing Building which are to be described on Exhibit B to the Disbursing Agreement; Pledge Agreement: the Pledge Agreement to be executed by the City and the Lender; Project: the acquisition of the Additional Land the remodeling of the Existing Building and the construction of the Addition; -2- Project Costs: those costs defined as such in Section 1.01 of the Loan Agreement; Resolution: this resolution of the City, adopted August 12, 1985, authorizing the issuance of the Note; and Tenant: LSI Corporation of America, Incorporated, a Minnesota corporation, its successors and assigns. Title: Titlp Insurance Com2any of Mi n .ee a a Minnesota corporation, its successors and assigns that. Section 2. Findings. It is hereby found and declared (a) theAPro_ iect constitutes 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 Minnesota Department of Energy and Economic Development 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 Agreement, the Financing Statement, the Disbursing Agreement and the Pledge Agreement and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Pledge Agreement and the Disbursing 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, the Disbursing Agreement and the Pledge Agreement valid and binding obligations of the City enforceable in accordance with their terms, are authorized by the Act; -3- . (e) it is desirable that the Note in the amount of 1,200,000 be issued by the City upon the terms set forth herein--,--a-,i-d 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 when due, and the Loan Agreement also provides that the Cbligor 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 or 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 10 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 t.e 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 or any amounts payable under the Mortgage or the Assignment; and the Note shall not constitute a debt of the City within the meaning of any constitutional, charter 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. 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 -4- 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 Obligor for the acquisition and improvement of the Project suitable for use as an office and manufacturing facility and authorized the preparation of such documents as may be appropriate to the Project byAthefollowing accions: MI March 28, 1985, publication in the Pivmouth Post. the official newspaper of the City of the Notice of Public Hearing; Hall; fjbJ April 15. 1985, public hearing held at the City Ac A ril 15, 1985, adoption of Resolution No. 85-248 giving pre iminary approval to the Project; and �d) July 22, 1985, adoption of Resolution No. 85-554, amending Resolution 85-248. 10 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);/ (e) the Disbursing Agreement; nd (f) the Guaranty (not executed by 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, 3.04. Allocation of Bond Issuance Authority. The City constitutes an "entitlement issuer" under the Act and has ` been allocated an entitlement amount of bond issuance authority -5- under the Act for the 1985 calendar year in the amount of ;2,967,952. The City has not issued any private activity bonds within the meaning of Section 103(n) of the Code since January 1, 1985, has not transferred its 1985 calendar year bond issuance allocation to another municipality pursuant to the Act or returned any of such 1985 calendar year bond issuance authority to the Minnesota Department of Energy and Economic Development and has not allocated any of such 1985 calendar year bond issuance authority to any obligation of the City not yet issued. This Council hereby determines that $1/UO,000 of such 1985 calendar year bond issuance authority is allocated to the Note. Section 4. Execution of Documents. Upon execution of the Loan Agreement, the Disbursing Agreement and the Pledge Agreement by the Obligor 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 up to $1,W0,000. -6- SUNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF PLYMOUTH Industrial Development Revenue Note (Gerald A. Wellik Project) (LSI Corporation of America, Incorporated, Lessee) R-1 _ $1/900,000 The City of Plymouth, Minnesota, a municipal corporation of the State of Minnesota (the "City"), for value received, hereby promises to pay to FIDELITY BANK AND TRUST COMPANY, or assigns (the "Holder"), at its principal office in Minneapolis, 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 ONE MILLIONA QHUNDRED THOUSAND DOLLARS ($1 *00,000), with interest on the unpaid principal amount 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 at the rate of eighty percent (80%) of the interest rate publicly announced from time to time by First National Bank of Minneapolis as its reference rate (the "Reference Rate"), except upon the occurrence of a Determination of Taxability, as defined in the Loan Agreement, as hereinafter defined. First National Bank of Minneannlie may customers at rates that are at, above or b te. This Note shall be payable as follows: Interest on this Note shall be due and payable on the first day of each month commencing September 1, 1985, and shall be computed on the basis of actual days elapsed in a three hundred sixty (360) day year. The principal of this Note shall be payable in installments of $10,000 on gach&yril 1 commencinq 1, 1986with a final payment of the entire unpaid principa amount of this Note, together with accrued but unpaid interest thereon, and all other indebtedness hereunder on -September 1, AJ= . Notwithstanding the foregoinq, in the event that the interest on this Note becomes subject to f ederal'income taxation pursuant to a Determination of Taxability, as defined in the Loan Agreement of ever. date herewith (the "Loan -7- Agreement"), between the City and Gerald A. Wellik, a Minnesota resident (the "Obligor"), the interest rate on this Note shall be increased, effective as of the Date of Taxability, as defined in the Loan Agreement, to the Reference Rate plus two percent (2%). Upon the occurrence of a Determination of Taxability the unpaid principal of this Note, together with accrued and unpaid interest thereon and the applicable prepayment premium, if any, shall be due and payable on the first day of the following month. 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 permitted by law, interest on overdue installments of interest) at the rate of interest per annum borne on the Note, and if such interest payment or principal and interest payment should be so in default for ten (10) days the City agrees to pay to the holder as a late charge, an additional amount equal to five percent (5%) of the amount so in default. Such late charge shall be payable upon demand. 10 This Note constitutes on izFue in the total authorized face amount ofA81,200.000. 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 1, consisting of certain real estate and improvements thereon (the "Project"), and paying necessary expenses incidental thereto, such funds to be loaned by the City to the Obligor pursuant'to a Resolution adopted by the City on Au ust 12, 1985 (the "Resolution") and the Loan Agreement thereby assisting activities in the public interest and for the public welfare of the City. The Project is to be leased by the Obligor to LSI Corporation of America, Incorporated, a Minnesota corporation (the "Tenant"), and operated by the Tenant as an office and manufacturing facility. 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 Obligor -and Margaret A. Wellik, his spouse, in favor of the Holder, an Assignment of Rents an Leases, of even date herewith (the "Assignment"), given by the Obligor and Margaret A. Wellik, his spouse, in favor of the Holder and a Guaranty. of even data hariawirh (rho given by tree Tenant in favor of the Holder. The procee s o -8- . this Note are to be disbursed pursuant to the terms and conditions of a Disbursing Agreement among the Holder, the City, the Obligor and Title ',nsurance Company of Minnesota (the "Disbursing Agreement"). This Note is subject to prepayment as follows: (a) Prepayment in whole or in part, by the City at the option and direction of the Obligor on the first day of any month. (b) Mandatory prepayment pursuant to the Disbursing Agreement in the event and to the extent that there shall be any amount remaining in the Construction Fund after payment of all costs of the Project. (c) Prepayment in whole or in part at the option of the Holder upon the occurrence of certain events of damage, destruction or condemnation as provided in Sections 2 and 12 of the Mortgage. To effect any such prepayment, the City shall pay or cause to be paid to the Holder an amount equal to the principal amount being so prepaid, plus interest accrued in this Note to io the date of prepayment, plus in the case of a prepayment pursuant to subparagraph (a) above or a orepaYmenuon the occurrence of a Determination of Taxability, a premium expressed as a percentage of the principal amount of the Note being so prepaid for the various dates as follows: Date of Prepayment Premium On or prior to June 30, 1986 5% July 1, 1986 to June 30, 1987 4% July 1, 1987 to June 30, 1988 3% July 1, 1988 to June 30, 1989 2% July 1, 1989 to June 30, 1990 1% July 1, 1990 and thereafter No Premium If any partial prepayment is made hereunder, such partial prepayment of principal shall be applied (after deduction of late charczes, accrued interest and premium, if any) to installments of principal hereof last coming due and shall not reduce the amount of thenannual payments of principalA otherwise due hereunder. 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 -9- • 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 i*G duly authorized attorney. Upon such transfer the City C1er4 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 Aiiistallments of _principal payable thereunder, and registered in the name of the registerea Holder or such transferee as may be designated by the Holder. The City may deem and treat the person in whole 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, late charges 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, the Disbursing Agreement, the Mortgage, the Assiqnment the Guaranty 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, or if an Event of Default occurs under the Loan Agreement, the Disbursing Agreement, the Mortgage or the Assignment, then the Holder may at its right and option, by written notice to the City and the Obligor, declare immediately due and payable the principal balance of this Note and interest and late charges, if an accrued thereon to the date of declaration of such a au t, 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 or 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 interestAhereon or any -10- . remium or late charges payable hereunder, 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 pledged to the payment thereof. This Note, including interest thereon, is payable solely from the revenue under the Loan Agreement pledged to the payment thereon, except to the extent payable out of any proceeds received from the sale or other disposition of the property subject to the Mortgage or any amounts payable under the Mortgage-Athe Assignment or the Guaranty. This Note shall not constitute a debt of the City within the meaning of any constitutiomor 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 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 , 1985. (SEAL) And: City Manager -11- CITY OF PLYMOUTH, MINNESOTA By Mayor • 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 Registration Registered Holder Fidelity Bank and Trust Company 2338 Central Avenue Northeast Minneapolis, MN 55418 Signature of City Clerk 5.02. Note Terms. The Note shall be designated the Industrial Development Revenue Note (Gerald A. Wellik Project) . (LSI Corporation of America, Incorporated, Lessee), and shall: (a) be dated as of the date of delivery thereof to the Lender. (b) be in the total principal amount of $1&00,000. (c) bear interest on the unpaid principal balance at the za,e of eighty percent (80%) of the interest rate puvlicly announced from time to time by First National Bank of Minneapolis as its reference rate (the "Reference Rate"), except upon the occurrence of a Determination of Taxability, as defined in the Loan Agreement, the rate of interest on the 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 Reference Rate plus two percent (2%) (which rate shall change effective as of the date of any change in the Reference site). First National Bank of Minneapolis may lend to its customers at rates that are at, above or below the Reference Rate. (d) be payable in installments due as follows: i) interest on the Note shall be due and Payable on the first day of the month following thg _delivery of the Note and on the first day of each -12- month thereafter, and shall be computed on the basis of actual days elapsed in a three hundred sixty (360) day year. (ii) the principal of the Note shall be payable in installments of $10,000 on each April 1 commencing April 1, 1986, with a final payment of the entire unpaid principal amount of the Note, together with accrued but unpaid interest thereon and all other indebtedness due under the Note on the first day of the 121st month following the delivery of the Note. (e) be subject to prepayment at the option of the Obligor upon the terms and subject to the conditions provided in the Note. (f) be subject to the other terms and conditions Contained in the form of the Note set forth in Section hereof. 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 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 the Note. The Note shall be 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 -13- 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, principal amount and the amount of the monthly installments payable thereunder, and registered in the 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 inform 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 $1,200,000, . together with the following: (a) a duly certified copy of this Resolution; (b) original, executed counterparts of the Loan Agreement, Disbursing Agreement and the Pledge Agreement; and (c) such closing certificates, opinions and related documents as are required by bond counsel and by the Commitment. Upon delivery of the Note and the above items to the Lender, the Lender shall, on behalf of the City,A deposit with Title the proceeds of the Note. Title shall disburse the proceeds of the Note in a ent or reimbursement of Project Casts pursuant to the provisions of the Loan Agreement and the Disbursing Agreement./1 Title and the Obligor shall provide the City and the Lender with a full accounting of all funds disbursed for Project Costs. Section 6. Limitations of the City's Obligations. Notwithstanding anything contained in the Note, the Loan Agreement, the Disbursing 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 -14- . 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 the proceeds received from the sale or other disposition of the property subject to the Mortgage or any amounts payable under the Mortgage or the Assignment. The Note shall not constitute a debt of the City within the meaning of any constitutional charter or statutory limitation. However, nothing contained in this Section 6 shall impair the rights of the Holder or Holders of the Nate 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 theACounty Auditor 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 the bond register of Hennepin County as required by law. 7.02. Certification of Proceedings. The officers of the City 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 chow 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 affidavits, including any heretofore furnished, shall be deemed representatives of the City as to the facts stated therein. Section 8. Statement of Elei:tion. The principal amount of the Note being in excess of ;1,000,000, the Mayor and City Manager are hereby authorized and directed on behalf of 12VM . the City to execute and file with the internal Revenue Service a Statement of Election to issue its obligations in excess of $1,000,000 as provided by Section 103(b)(6)(D) of the Code and Section 1.103(b)(2)(vi) of the Regulations promulgated thereunder. Adopted: August 12, 1985. Mayor Attest: City Clerk The motion for the adoption of the foregoing resolution was duly seconded by Member Neils and upon vote being taken thereon, the following voted in favor thereof: Mayor Davenport. Counci lmembers tlei 1 s, Schneider and Vasi 1 iou and the following voted against the same: none whereupon said resolution was declared duly passed and adopted. -16-