Res 1979 -121A City of Mendota Heights $1,000,000 Commercial Development Revenue Note of 1979,,
�
� , ,
. � NOTE RESOLUTION
• CITY OF MENDOTA HEIGHTS
�$1,000,000 COMMERCIAL DEVELOPMENT REVENUE NOTE
(UNITED PROPERTIES PROJECT)
ADOPTED: ��cE�J7,6€� �, 1979
�
,
�
c S. ��-/���.
OF 1979
0
(This table of contents is not a pa'rt of thisl
Resolution, but is included for convenience onl;
TABLE OF CONTENTS
0
ARTICLE ONE - DEFINITIONS., LEGAL AUTHORIZATION
ANDFIND`INGS ...........................
Section 1-1. Definitions................:.......
Section 1-2.� L'egal Authorization ..............
� Section 1-3. .Findings .........................
Section 1-4. Authorization and Rati.fication
. � of Project..... ...................
ARTICLETWO - NOTE...........•.....�............•.•......�.
Section 2-1. � Authorized Amount and Form
' � of Note ..........................
' Section 2-2. The Note...:..... .................
Section 2-3: �Execution.. .......................
Section 2-4. Delivery of Note .................
Section 2-5. Registration of Transfer.....'.....
Section 2-6. Mutilated, Lost or Destroyed
Note .............................
Section 2-7. Ownership of Note ................
Section 2-8.' Note Transfers...� ................
ARTICLE THREE - REDEMPTION OF NOTE BEFORE MATURITY...
Section 3-1. 'Redemption..• .....:...............
Section 3-2. Termination of Interest..........
-� ,
ARTICLE FOUR - GENERAL COVENANTS .....................
Section 4-1. Payment;of Principal and
� Interest .........................
•Section 4-2. Performance of and Authority
of Covenants ....:................�
� Section 4-3. Performance of Covenants...:.....
Section 4-4. Nature of Security ...............
ARTICLE FIVE - MISCELLANEOUS............, ..............
Section 5-1. Severability .....................
Section 5-2. Authentication of Transcript.....
� Section 5-3. Registration of Resolution.......
Section 5-4. Authorization to Execute
Agreements .......................
SIGNATURES.........• ..................................
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NOTE RESOLUTION
BE IT RESOLVED by the City Council of the Cii
Mendota Heights, Minnesota, as follows: �
ARTICLE ONE
DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS
• 1-1. Definitions. ��
• The terms used herein, unless�the context he
shall require otherwise shall have the following meani
any other terms defined in the Loan Agreement shall ha
same meanings when used herein as assigned to ,them in
Agreement unless the context or use thereof indicates
or different meaning or intent. �
'(1) Act: the Minnesota Municipal Industrial D
Act, Minnesota Statutes, Chapter,474, as aniended;
:y of
�eof •� •
igs, and
�e the
:h,e Loan
inother
�elopment
(2) Assignment of Leases and Rents�: the agreement to be
executed by the Borrower assigning all the rents, issues and
profits derived from the Project to the Lender to secure
repayment of the Note and interest there.on; , I
(3) Bond Counsel: the firm of Briggs and Morgan, Profes-
sional Association,�-St. Paul•and Minneapolis, Minnesota.
Any opinion of Bond Counsel shall be a written opinionlsigned
by Bond Counsel; , � � .
� Y4) Borrower: The Northland Company, a Minnesota
corporation,�its successors and assigns, and any surviving,
resulting or transferee business entity which may assume its
obligations under the Loan Agreement; . I
(5) City: the City of Mendota Heights, Minneso
successors and assigns; , �.
(6)� Disbursing Agreement: the agreement to be
by the City; the Borrower and the Lender, relating to
construction and installation of the Improvements and
of the Project Costs; - _ '
(7) Holder: the registered owner of the Note;
� (8) Improvements: the structures and other imp
ments, includ.ing any tangible personaY property, to be
constructed or installed by the Borrower on the Land i
accordance with the Plans and Specifications;
�
0
, its
ecuted
e
yment
ve-
�
(9) Land: the real property and any other eas
rights described in Exhibit A to the Loan Agreement;.
(10) Lender: Transamer�ica Insurance Company,
Angeles, California, i.ts successors and assigns;
nts and
(11) Loan Agreement: the agreement to be executed by the
City and the Borrower, and assigned to the Lender, providing �
for the loan of construction funds to the Borrower, including
any amendments or supplements thereto made in accordanie wi"th
its provisions; .
'(12) Loan Commitment: the Commitment of the Lender dated
Apr.il 13, 19 , an accepted by the Borrower on April 30, 1979�
and modi,fied� by the Borrower and Lender by a letter daied May
7, 1979; ' �
(13) Loan Year: consecutive twelve�(12)_ month periods
commencing on the date hereof and on each annual annivirsary of
the date hereof; -
(14) Mortgage: the Combina�ion Mortgage, Security Agree-
ment and Fixture Financing Statement between the Borrower, as
mortgagor,. and.the Ler�der, as mortgagee, given by the Borrower
to secure payment of the Note and interest thereon; I
(15) Note: the $1,000,000 Commercial Development Revenue
Note of 1979 (United Properties Project) to be issued by the ,
City pursuant to this Resolution; � �
(16) Note Register: the records kept by the City Clerk
to provide for registration of transfer of ownership of the
Note; � . � - (,
(19) �Plans anc3 Specifications: the plans and sp
tions for the construction and installation of the Imp
ments, which are .approved by the,Lender, together with
modifications thereof and such additions thereto which
reasonably determined by the Borrower to be necessary
desirable�for the co�npletion of the Improvements and a
approved by the Lender;
�(20) Pledge Agreement: The Pledge Agreement to
,executed by fFi�i-� ere y the City grants a securit
interest in certain of the City's rights under the Loa
Agreement to the Lender to secure payment of the Note.
�
E
cif ica-
sucli
are
{21} principal'Balance: so much af ihe principaS sum on
the Note as from time to time may have been advanced to or for
the benefit of the City and remains unpaid; ' '� . �
{22} project: the Land and Improvements as �hey may at
any time exist; . '� � I �
(23}� Project Costs: as thase terms are defined in the,
'' Loan Agreement, the total of Cons�ruction Costs and Loan and
Carrying Charges; and , E
� . {.24} Resolution: this Resolution aciopted
1979 pursuant to which the,Note is authorized to b
together with any supplement or_amendr�ient thereto«
All references in �his �ns�rument to designated "A
"Sections" ana other 'subdivisivns are �o be design
Articles, Sections and subdivisions of this instru
originaSly� executed. The words ".herein," "hereaf"
"hereunder" and other words of similar import refe
Resolutzan as a whole not �o any particu3.ar Articl
subdivision.
1--2. Legal Authorization.
,
ss
ticles,"
ted
ent. as
and �
ta this
, Secti.on or
The City is a palitical subdivision of tHe State of
Minnesota and is authorized under the Act to i:nitiate the .
revenue producing project herein referred to, anc3 to issue and
sell the Note Eor the purpose, in the manrier and upon the terms
and conaitions set forth 'in the Act anci in thzs Resalution.
1-3, Findings. '
The City Council�has heretofore determinid, and does
hereby determine, as fol�lows:.
{1} The City is authorized bg the Act to enter into a
Loan Agreement for_the public purposes expressed iri the Act; '
(2) The City has made the necessary arrangemE
Borrower for the establishment within the.City of �
consisting of certain property all as'more fu1ly de
the Loan Agreement and� which will be af the characi
accc�mp3ish the purpose� proviaed by the Act, anc7 ti
by this Resolution authorized the Project and execi
Loan Agreement, the Pledge Agreement, the Nate and
Disbursing Agreement, which documents specify the 1
conditions af �he acgtzisition, installation, const�
financing af the Project;
0
J
nts with•the
Project
scribec� in
er and
e City has
ticin of the
the
errns and
uction and
{3} .in au�harizing the Project the City's pu
in its judgment the effect thereof will be, to pro:
public welfare by: the at�raction, encouragement
development'of economically sound industry and com
to prevent, so far as possible, the emergence of b
marginal,Iands and areas o� chronic unemployment;
ment o�f revenue-producing entergrises to use the a
resources of the community, in orcler ta retain the
the co3nmunity's existing investmerit in educational
service facilities; the halting of the movement of
eclucated personnel of a11 ages to other areas thus
the economic and human resources needed as a base`
governmental services and facilities; the provisia
sible employment opgortuni�ies far residents in th
expansian o£ an adequate tax base to finance the i
the amount and cost of governmental services, incl
educationai services for the school district servi
community in which the Project is situated;
(4)� the amount eStimated to be necessary to'�
finance the Project Costs, incl.uding the�eosts and
costs permitted by Section 474.0.5 of the Act, wi11
issuance of the Note� in the ,principal amaunt of $l,
hereina£ter pr.ovided; .
t5} it is desirable, feasib3e and consis�ent
objects and purposes o� the Act to issue �he Note,
purpose af par�ially financing the Improvements ta
in the Project; , ' .� .
(6) the�Note and the interest accruing there
constitute an indebtedness.of the City within the
any constitutianal or �tatutory.limitation and do
con�titute or give rise to a pecuniary liability o
against the generai credit or.taxi.ng powers o� the
nei�her the f�u11 faith and credit nor the taxing p
City is pledged far tfie payment o� the No�e or in�
thereon; and
(7) The Note is an indust�rial develapment ba
meaning of Section 1Q.3(b) of the Tnternal Revenue
to be issued within the exemption provided under s
(A) of Section 103(b)(6) o£ the Code with respect
of $1,040,000 or less; provided that nothing herei
prevent the City from hereafter qualifying the Not
different exemption if, and to the extent, such ex
permitted by law and consistent with the objects a
of the Project.
4
o�e is, and
te the
erce so as
.ighted and
he develop-
ailable
benefit of
and public
talent�d,
preserving
or providing
o� acces-
areal the
crease in
ding �
a �he
ar�ially
es�imateci
require the
OOO,Q00 as
with the
for the
be inclucled
ndonot
eaning af
ot , �
a charge
City and
wers o� the
rest
d within the
ode and is
bparagraph
o an issue
shali
under a
mption is
d purposes
�
1-4. Authorization and Ratification of Project..
The City has heretofore'and does hereby authlrize the
Borrower,•in accordance with the provisions of Section�
474.03(7) of the Act and subject to �the terms and conditions .
set forth in the Disbursing Agreement and the Loan Commitment,
to provide for the acquisition, construction and installation
of the Project pursuant to the Plans and Specifications by suc$
means as shall be available to the Borrower and in thelmanner •
determined by the Borrower, and without advertisement for bids
,as may be required for the construction and acquisition of
municipal facilities; and the City hereby ratifies, affirms,
and approves all actions heretofore taken by the Borrower
consistent with and in anticipation of such authority and.in
compliance with the Plans and Specifications. , j
F
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,ARTICLE TWO
• NC7TE •
'2�1. Authorizea Amount and For� of Note. � ,
' The Nate issued pursuant to this Resolut�on shall� be
in substantia3ly the form set �orth herein, with such appropri- `
ate variations, omi�sions and insertions as are permitted ar.
reguired by this Resolution, and in accorciance wit2i the further
provisions hereof; and the total principal amount of the Note
that may be outstanding hereunder is expressly limited to
$1,OOO,Q00 unless a duplicate Note is issued pursuant to Sec- �
tion 2-7. The Note sha11 be in substantially�the following
form.: � '
. ; . ,
, . � ..
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1
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0
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF DAKOTA
CITY OF MENDOTA HEIGHTS
Commercial Developme.nt Revenue Note of 197
(United Properties Project)
$1,000;000
. FOR VALUE RECEIVED, t�he City of Mendota Heights,
Minnesota (hereinafter referred to as the "City"), promises to
pay to the order of Transamerica Insurance Company (herein-
after referred to as "Lender"), or its registered assigns, .at .
the office of Lender�in Los Angeles, California, or at such
other place as Lender shall from time ta time designate in.
writing,.but solely from certain of the revenues derived from a
certain Loan Agreement of even date herewith (hereinafter
referred to as the "Loan Agreement"), between the City and The
Northland Company, (hereinafter referred to as the "Borrower"),
the prin.cipal sum of ONE MILLION �,ND 00/100 DOLLARS
($1,000,000.00) in any coin or currency which at the time of
payment� is legal tender for the payment of public or private
debts, or so much thereof as may be advanced for the benefit of
City by Lender pursuant to a Disbursin Agreement of even date
herewith between Lender, .the City and �he Borrower (hereinafter
referred to as the "Disbursing Agreemerit") or by Lender
pursuant to its loan commitment with interest thereon at the
rate of eight and one-fourth percent (8��) per annumlor at such
higher rate as hereinafter provided, as follows:
1. (a) This Note shall be amortized as follow
, all accrued interest shall be p
Principal and interest shall be amortized in 180 mon
payments, with one hundred-seventy nine consecutive
monthly installments of SEVEN THOUSAND FIVE HUNDRED
SEVENTEEPI AND NO/100 DOLLARS ($7,517.00) on January
on the f irst day of each month thereaf ter until and
November 1, 1994, with a final payment of all princi
accrued interest on December 1, 1994 (the "Final Mat
Date"). Each such installment of principal. and inte
be credited first to interest then due and the remai
principal. .
( b) If the interest on this Note should b�
subject to federal income taxation pursuant to a"De�
of Taxability" as that term is defined in Section 4. �
Loan Agreement�, hereinafter referred•to, the interes'
shall be immediately increased, and thereafter be eqi
and one-quarter percent (10��) per annum, and each m�
7
On
id .
hly
aual
, 1980 and
ncluding
al and
rity
est . shall
der to
:ermination
i'7 of the
�, rate
��al , to ten
inthly
installMent thereafter payable shall be accordingly•adjusted
and shall be equal to the amount necessary to amortize the
remaining Principal Balance over an original term of�thirty
(30) years, and, accrued interest at said increased rate shall
be payab�le monthly on the first day of each month.thereafter;
and in addition, the Lender�shall be •entitled to receive an
amount equal to the aggregate difference between (A)�the
payments actually made to such Lender between the Date of
Taxability and the date of such payment pursuant to �his
clause, and (B) the payments which would have been made during
such period if the appropriate increased rate had been in
effect. � , ' I
(c) If a Determination of Taxability is contested,
i�terest and principal shall continue to be payable at the
increased interest rate, but if the contest is succe'ssful,
Lender will return to the Borrower.all interest received by
them in excess of eight and•one-fourth percent (8��)�, provi:ded
that the Borrower is not then in default under the Mortgage,
Assignment of Leases and Rents, Disbursing Agreement�, (as those
documents are hereinafter defined) or any other security '
document secnring this Note. : • �
2. Interest shall be computed on the basis of a 365 day
year, but charged for the actual number of days principal is
unpaid . . , �
Purpose. This Note.is issued by the City
ly finance a Project, as defined in Section 474.02,�
1(a), Minnesota Statutes, consisting of the construc
warehouse-office building on real estate located in
and is further issued pursuant to and in full compli
the Constitution and laws of the State of Minnesota,
larly Chapter 474, Minnesota Statut.es, and pursuant
tion of the City Council duly adopted on
1979, (hereinafter referred to as the "Resolution").
Prepayment. This Note may not be prepaid
in part prior to the end of the tenth Loan Year (as
defined). Thereafter, the Note may be prepaid in wh
part upon payment of'the percentage of the principal
set forth in the following tabulation: .
�
o partial-
ubd iv i s ion
ion of a
he City
nce with
partic�u-
o a resolu-
n whole or
ereinafter
le or in
prepa id
�
If prepayment is made in:
Eleventh Loan Year '
Twelfth Loan Year
Thirteenth Loan Uear
Fourteenth Loan Year
Fifteenth and Subsequent.Loan Years
Pavment
105.00�
104.00$
103.00$
102.00�
101.00�
].
However, there shall be no prepayment premium due at m�
The Borrower will give written notice thereof to the hc
this Note., not less than thirty (30) nor more than nin�
days prior to the date f ixed for such prepayment, spec.
(a) the date of such prepayment, and (b) the aggregate
principal amount to.be prepaid on such date. All prep�
whether made pursuant to this Note, by application of
or condemnation award, or otherwise, shall be applied 1
Lender, first, to interest accrued hereunder and then �
installments o€ principal and interest in the inverse c
maturity. The first "Loan Year" shall commence on dat�
and successive Loan Year shall commence on successive
anniversaries of such date.
Collateral. This Note is secured by, among
instruments, (i) a Combination Mortgage, Security Agre
Fixture Financing Statement (the "Mortgage") of even d
herewith executed by the Borrower, rel`ating to certain
lying and being in the City of Mendota Heights, Dakota
Minnesota, as the same is more particularly described
Mortgage, (ii) an Assignment of Leases and Rents (the
"Assignment of Leases and Rents") of even date herewit.
executed by the Borrower and (iii) the Pledcje Agre�emen
has been executed by the City in favor of the Lender.
Default. If default be made iri the payment �
installment of principal or interest when due or an EvE
Default shall occur under the Mortgage, the Assignmen�
Leases and Rents, the Loan Agreement or the Disbursing
Agreement the whole sum of principal and. accrued inter�
shall, at the option of the holder hereof, become immec
due and payable, anything contained herein or in any i�
now or hereaf ter securing this Note to the contrary thE
anyway notwithstanding, time being of the essence of t]
said option shall continue until all such defaults havE
cured. ' • .
�
�turity.
�lder of
�ty (90)
,fying
yments,
nsurance
v the
der of
hereof
�ther
ment and
te
property
County,
n the '
which
f any
nt of
of
�st
lia.tely
istrument
�reof in
�is Note,
� been
Lzm�tation of the Cit 's Liabilit . Thzs'Note and
the interest thereon and or any penalty or premium due '
hereunder shall not constitute a debt of�the City w'ithin the
meaning of any cons�itutional or s�atutory Iimitation, and are
not payable fram or a charge upon any £unds o�f the �City �other
than the revenues a�ri��a �rom the Loan Agreement, and do not
give � rise •to a� pecuniary liability of the City or, !to the
extent permitted by 3aiv, any of its'af�icers, agents or
employees. No holder o� this Note shall ever have �the right �o
compel any exercise af the taxing power of the City� to pay this
Note or the interest or any penalty thereon, or ta �enforce
paymen.t thereof against any property o� the City. �This Note
aoes not constitute a charge, lien, or encumbrance,� legal or �
equitable, upon any property�o�' the City; and the� a�greement of
the • City to perform or cause the performance of the' cc►venants
and other provisions herein re£erred to shall be su�bject at all
times to the availability of revenues or other funcis £urnished
for such purpose, in accordance wit�h the Loan Agreement,
sufficient �o pay al]. costs of such gerformance ar jthe
enforcement thezeof; provided, however, that�nothing contained
herein shall limit or� be canstrued to limit or impair the
rights and remec7ies of the holder of this Note agai�ns� the
property described in the Mortgage, or the�rents, issues,
income and profits from saicl praperty described in 'the
Assignment of Leases and Rents and such other security given ta
insure the payment of this Nate as is set forth und'er thi�
Note,�the Martgage, the Assignment of Leases and Rents, the
Pledge Agreement,.the�Disbursing Agreement c�r any other
documen�s qiven to secure �he pa�ment af this Note.)
Waiver. The City hereby waives demand, ;
dishonor, protest anci noti.ce o� dishonor or protes
express2y agrees that this Note and any payment co�
hereunder may be extended �rom time to,tim� withou
manner affecting the 3iamited liability of the City
Trans.fer: �This Note has been issued wi�
tra�ion under s�ate or other securities laws, purs
exemption for such issuance; and accordingly any a
transfer of this Nate in whole or part and any par
interest in this Note given pursuant to any partic
ment must be in accordance with applicable registr
requirements or an applicable_exemption from such
tion requirements, . �
�
resentment,
and -
ing due
in any
out regis-
ant to an
signment or
icipation
pation agree-
tion
egistra-
�
. Registratione As provided in the Resolut
subject to certain limitations set for�h therein, t
transferable upon the books of the City at the of��
City Clerk, by the registered holder in person or k
d�ly authorized in writing, at the registered holde
upon surrender hereof toge�her with a written instx
transfer satisfactory to the City Clerk and at�orn�
City, duly executea by the registered hoider or hi;
authorized agent. ; Upon such transfer the City Clez
the date of regi.stration and the name and address c
registered holder in the regis�ration blank appear:
The City may deem and treat the person in whose nar
is last registered upon the books of the City, wi.tx
registration noted an the Note, as the absolu�e owi
whether or not overdue, for the purpose of_receivii
or an account of the principal, redemption'price o7
and for aII other purposes, �and a31 such payments ;
the registered holders or upon his order shall be �
effectual.to satis�y and discharge the Iiabil.ity u�
to the.extent of th.e sum or sums so paid, and the �
no� �be �effectecl by any natice to the contrary.
� Applicable Law. All terms of this Nate
construed by the laws af the State of Minnesota.
ion and �
his Note is
ce of the
y his agent
r's expense,
ument of
y £or the
r3uly
k will note
f �he new
ng below.
�e the Note
� such
�er hereof ,
�g payment of
• interest
�a mad e to
�al id and
}on the Nate
;ity shall
m
IT IS IiEREBY CERTIFIED AND RECITED that aIl condi-
tions, acts and things required to exist, happen arid be
per�ormed precedent to or in the issuance of�the Note do exist,
have happened�and have been performed in regular arid due £orm
as reguired by law. , . - �
IN WITNESS WHERE4F, �he City�has caused this Note to
be dul.y executec7 in its name by the manual signatures of �he
Mayor and the City Clerk and has causea tYie carporate seal to
be affixed he�eto� and has caused this Nate to be iated as of
, 1979.
CITY OF MENDOTA HEI
By
By�
(SEAL) � Ci
11
, MINNESOTA
.
0
PRQVISZONS AS TO REGISTRATION
' r
, The ownership ,of the unpaid principal balance oi tiiis
Note and the intere'st accruing thereon is registered on the �
books o� the City of Mendota Heights in the name o� �the holder
last nated below. � � �
Date of Name and Address • Signature of City
Registration Of Reg.istered Owner �Clerk
� Transamerica Insurance �
Company
. • • 1150 South Olive Street
Los Angeles, California •
, 1979 � 90054 �
. . �
12
2-2. The Note. �
The Note shall be payable
manner,'shall bear interest at the
to such.other terms and conditions
2-3. Execution.
at the times and
rate, and shall be
as are set forth t
� The Note shall be executed on behalf of the
the .signatures of its Mayor and City�Clerk and shall
with the'seal of the City. In case any officer whose
shall appear on the.Note shall cease to be such offic
the delivery of the Note, such signature shall nevert
valid and sufficient for all purposes, th`e same as if
remained in office until delivery.
2-4. Delivery of Note.
in the •
�subject
herein.
Upon delivery of the Note, the Lender shall,
behalf of the City, advance funds for payment of Proje
upon receipt of such supporting, documentation as the I
deem reasonably necessary, including compliance with t
sions of the Disbursing Agreement and the Loan Commitn
appropriate. The�Lender or the Borrower shall provide
with a full accounting of all funds disbursed for Proj
Costs. - �
2-5. Registration of Transfer.
The City will cause to be kept at the office
City Clerk a Note Register in which, subject to such r
regulations as it may prescribe, the City shall provid
registratiori of transfers of ownership of the Note. T
shall be transferable upon the Note Register by the Ho
person or by its attorney duly•authorized in writing,
surrender of the Note together with a written instrume
transfer satisfactory to the City Clerk and attorney f
City.-duly executed by the Holder or its duly authoriz
Upon such transfer the City Clerk shall note tlie�date
�egistration and the name and address of the new holde
Note Register and in the registration blank appearing
Note. , ,'
2-6. Mutilated, Lost or Destroyed Note. .
In case any Note issued hereunder shall beco.
mutilated or be destroyed or lost, the City shall, if
prohibited by law,-cause to be executed and delivered,
Note of�like outstanding principal amount, number and
13
i ty by •
sealed
ignature
before
less be
e had
on
t Costs
nder may
e provi-
nt, as
the City
ct �
of the
asonable
for the
e Note
der in
pon
t of
r the
d agent.
f
in the
�n the
ot then
a �ew
enor in
exchange and substitution for and upon cancellation of
mutilate.d Note, or in lieu of and in substitution for
destroyed or lost, upon payment by the Holder of the r
expenses and charges of the City in connection therewi
in the case of a Note_destroyed or lost, the filing wi
City of evidence satisfactory to the City that such No
destroyed or lost, and furnishing the City with indemn
satisfactory to it. If the mutilated; destroyed or lo
has already matured or been called for redemption in a
with its terms it shall not be necessary to issue a ne
prior to payment. . � � �
.2-7. Ownership of Note.
� The City may�deem and treat the person in wh
the Note is last registered in the Note Register and b
tion on the Note whether or not such Note shall be �ove
the absolute owner of such Note for the purpose�of rec
payment of or on account of the Principal Balance, red
price or interest and for all other purposes whatsoeve
the City shall not be affected by any notice to the co
2-8. Note Transfers.
•The Note has been issued without registratioi
state or other securities laws, pursuant to an exempti�
such issuance; and accordingly any assignment of the N�
transfer,of the Note in whole or part and any particip�
interest given in the Note pursuant to any participatii
agreement must be in accordance with applicable regist�
requirements or an applicable exemption from such regi:
requirements. - �,
14
such
�uch. Note
aasonable
:h, and
:h the
:e was
.ty
�t Note
:cordance
� Note
se rtame
no ta-
due, as
iving
mption
, and
trary.
under
n for
te or
tion
ation
tration
�
- ARTICLE THREE - �
REDEMPTION OF NOTE BEFORE MATURITY �
�3-1. � Redemption.
(1) The Note may,be prepaid in accordance with the provi=
sions of the Note.
� 3-2. Termination of Interest..
' Upon deposit of any prepayment with the Lender and
the giving of any notice required in the Note, the principal
amounts prepaid shall, �after such date, cease to bear interest. ,
� I �, .
,
, 15
.• a
�
�
ARTICLE FOUR
GENERAL COVENANTS
4-1. . Payment of Principal and Interest.
The City covenants that it will promptly pay
to be paid the principal of and interest on the Note a
pl.ace, on the dates, in the manner and�from the source
herein and in the Note. 'The principal and interest ar
able by the City solely from and secured by revenues a
proceeds derived from,the Loan Agreement, which revenu
proceeds. are hereby specifically pledged to the paymen
in the manner and to the extent specified in the Note,
Pledge Agreement and nothing in the Note or in this Re
shall be considered as,�assigning, pledging or otherwis
bering any other funds or assets of the City.
4-2. Performance of and Authority for Coven
or cause
, the
provided
pay-
s and
thereof
and the
olution
encum-
The City covenants that it will faithfully p'erform at
all times any and all covenants, undertakings, stipula�tions and
provisions contained in this Resolution, in the Note executed,
authenticated and delivered hereunder and in all proce�edings of�
the�City Council pertaining thereto; that it�is duly autfiorized
under the Constitution and laws of the State of Minnes�ota
including particularly and without limitation the Act,�to issue
the Note authorized hereby, pledge the revenues and as�sign the
Loan Agreement in the manner and to the�extent set for'�th in
this Resolution, the Note, the Loan Agreement and the �Pledge
Agreement; that all action on� its part for the issuance of the
Note and for the execution and delivery thereof has beien duly
and effectively taken;. and that the Note in the hands of the '
Holder is and will be a valic3 and enforceable obligatilon of the
City according to the terms thereof. , I
4-3. Performarice of Covenants.
The City agrees to perform all covenants and'other
provisions pertaining to the City contained in the Note, the
Loan Agreement�and the Disbursing Agreement. I
4-4. Nature of �Security.
Notwithstanding anything contained in the No
Mortgage, the Assignment�of Leases and Rents, the Loan
— ment or any other document referred to in Section 2-4
contrary, under the provisions of the Act the Note may
payable from or be a charge upon any funds of the City
than the revenues•and proceeds pledged to the payment
16�
.e, the
Agree-
,o the
not be
other
.hereof,
nor shall the City be subject to any liability thereon,� nor
shall the Note otherwise,contribute or give rise to a�pecuniary
liability of the City or, to the extent permitted by law, any
of.the City's officers, employees and.agents. 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
thereon, or to enforce payment thereof against any property of
the City; and the Note shall not constitute a charge,'Ilien or
encumbrance, legal or equitable, upon any prop�rty of +the City;
and the Note shall not constitute a debt of the City within the
meaning of.any constitutional or statutory limitation;� but
nothing in the Act impairs the rights o.f the Holder to enforce
the covenants made for the security thereof as provided in this
Resolution, the Loan Agreement, the Mortgage, the Assiignment of
Lease� and Rents, the Disbursing Agreement, the Pledge
Agreement and in the Act, and by authority of the Act�the City
has made the covenants and agreements herein for the benefit of
the Holder; provided that in any event, the�agreement`of the
City to perform the covenants and other provisions contained in
the Note, the Loan Agreement and the Disbursing Agreement shall
be subject at• all times to the availability of revenues under
the Loan Agreement sufficient to pay all costs of such�
performance, and neither the City nor its officers, employees,
or agents shall be subject to any personal or pecuniary
liability thereon. � •
��
17
�
ARTICLE FIVE
MISCELLANEOUS
5-1. Severability.
If any provision of this Resolution shall bE
deemed to be or shall, in fact, be inoperative or unei
as applied�in any particular case in any jurisdiction
dictions or in all jurisdictions or in all cases becai
conflicts with any provisions•of any constitution or :
rule or public policy, or for any other reason, such c
stances shall not have the effect of rendering the prc
question inoperative or unenforceable in any other ca:
circumstance, or of rendering any other provision or �
herein contained invalid, inoperative, or unenforceab:
extent whatever. The invalidity of any one or more pl
sentences, clauses or paragraphs in this Resolution cc
shall not affect the remaining portioris of this Resoli
any part therebf. � •
5-2. Authentication of Transcript.
' The officers of the City are directed to �fu
Bond Counsel certified copies of this Resolution and
ments referred to herein, and affidavits or cert�ifica
all other matters which are reasonably necessary to e
the validity of the Note: All such certifiecl copies,
cates anc3 affidavits, including any heretofore furnis
constitute recitals of the City as to the correctness
statements contained therein. �
5-3. Registrati:on of Resolution.
, The City Clerk is authorized and directed to
copy of this Resolution to be filed with the County Au
Ramsey County, and to obtain from said County Auditor
certificate that the Note as a bond of the.City has be
entered upon his bond register.
�
5-4. Authorization to Execute Agreements.
held or
forceable
or juris-
se it
tatute or
ircum-
vision in �
e or
rovisions
e to any
rases,
ntained
tion or
isY� to
1 docu-
s as , to
dence
ertifi-
d, shall
f all
cause a
itor of
duly
The forms of the Loan �greement, the Pledge Agree-
_� ment, the Disbursing Agreement, the Mortgage and the Assignment
� of Leases and Rents are hereby approved in substantially the
•form heretofore presented to the City Council � I
18
subject to such modifications as the City Attorney and Bond
Counsel may approve; and the Mayor and City Clerk are �
authori.zed to execute the Loan Agreement, the Pledge Agreement
and the Disbursing Agreement in the name of and on behalf of
the City and such other documents as Bond Counsel and,�counsel
for the City consiaer�appropriate in connection with t�he
issuance of the Note. The execution of such documents�by the
Mayor and City Clerk shall be conclusiv� evidence that� the
documents executed shall be' deemed to have been approv�ed by the
City. In the event of the absence or disability of the Mayor
or City Clerk such officers of the City.as,-in the opi!nion of
the City Attorney, ma� act in their behalf,,shall without
further act or authorization of.the City council do aljl things
and execute all instruments and documents required to be done
or executed by such absent or disabled officers. - I
Adopted: , 1979
Mavor of the Citv ot Mendo'ta
i
0
, STATE OF MINNESOTA . "
COUNTY OF DAKOTA
CITY OF MENDOTA HEIGHTS •
I, the undersigned, being the duly qualifiei and
acting C.lerk 'of the City of Mendota Heights, Minnesoti, DO
HEREBY.CERT2FY that I have compared.the attached and ioregoing
extract of minutes with the original thereof on file in my
office, and that the same is a full, true and complete
transcript of the minutes of a meeting of the City Colncil of
- �
said City duly called and held on the date therein indicated,
insofar as such minutes relate to a resolution giving
preliminary approval to a commercial facilities development
project. + �
• �h
WITNESS my hand and the seal of. said City this �-
day of ,�/��,��,���. 1979. I .
(SEAL)
�. ��,
City Cler
0
20
� •