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;
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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;
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. (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
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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
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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.
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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
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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
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. 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
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• 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
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. 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
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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
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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
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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
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. 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
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. 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.
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