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HomeMy WebLinkAbout6724 (Res.)135;, • • v RESOLUTION NO. 6724 NOTE RESOLUTION - COETIERCIAL DEVELOPMENT REVENUE NUPE OF 1979 - STILIWATER RAOQDEIBALL CLUB PROJECT. BE IT RESOLVED by the City Council of the City of Stillwater, Minnesota, as follows: ARTICLE ONE DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS 1 - 1. Definitions. The terns used herein, "nless the context hereof shall require otherwise shall have the following meanings, and arty other terms defined in the Loan Ageeeent shall have the same meanings when used herein as assigned to then in the Loan Agreement unless the context or use thereof indicates another or different meaning or intent. Act: the Minnesota MSnicipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended; Asigtmend the ader ssigning of tteer of and profiitsts: the derived from the Project to theement to be e Lender toseenre repayment all epayment o the Note and interest thereon; Assignment of the loan Agreement: the agreement to be executed by the City and the Lender assigning the loan Agreement to the Lender; Bond Counsel: the firm of Briggs and Morgan, Professional Association, of St. Paul and Minneapolis, Minnesota, and any opinion of Bond Counsel shall be a written opinion signed by such Counsel; Borrower: collectively, Oscar L. Kern, Violet E. Kern, William J Pauley, and Sharron Pauley, their heirs, legal representatives and assigns, and any transferee business entity which nay assume its obligations under the Loan Agreeent; City: the City of Stillwater, Minnesota, its successors and assigns; Construction loan Agreement: the agreement to be execute Costs for City,by the ththe egBorroBorrower er mid the Lender, relating to the disbursement and paymentof xec jte of the Land and the construction and installation of the Improvements; Improveme s: the structures and other improvements, including any tangible personal property, to be constructed or installed by the Borrower on the Land in accordance with the Plans and Specifications; Land: the real property and any other easements and rights described in Exhibit A attached to the loan Agreement; Lender: Washington Federal Savings & loan Association of Stillwater, Stillwater, Minnesota, its successors and assigns; loan Agreement: the agreement to be executed by the City and the Borrower providing for the issuance of the Note and the loan of the proceeds thereof to the Borrower, including any amendments or supplements thereto made in accordance with its provisions; Mortpppe: the Mortgage, Security Agreement and Fixture Financing Statementthe bbee ote uted by the Borrower as mortgagor, to the Lender, as mortgagee, securing payment interest thereon; Note: the $498,700.00 Commercial Development Revenue Noteuofolte of 979 79d(Sti11loaatrgrRacquetball Club Project), to be issued by the City pursuantto Note Register: the records kept by the City Clerk to provide for the registration of transfer of ownership of the Note: Plans and Specifications: the plans and specifications for the construction othasuch n �llacoon of the Improvements on the land, which are approvedY the thrt� to be necessary tions thereof and additions thereto as are reasonably detendned approved bythe Borrower or desirable for the completion of the Improvements and are Note as rom time been Principal d Balance: so much of to orfor the benefitthe of the Cityal sum on and remainseunpaid atfany tine; tine may have Project: the land and Improvements as they may at any tine exist, Project Costs: the total of all "Construction Costs" and "Loan and Carrying Charges," as those terms are defined in the Levin Agreement: 1 • • 4 • • • /136 • • RESOLUTION N0. 6724 continued: Resolution: this Resolution of the City supp anent or amendment thereto. All references in this instrument to subdivisions are to the designated Articles, as originally executed. The words "herein," similar import refer to this Resolution as of subdivision. adopted November 20, 1979, together with any designated "Articles," "Sections" and other Sections and subdivisions of this instrurent "hereof" and "hereunder" and other words of a whole not to any particular Article, Section 1 - 2. Legal Authorization. The City is a political subdivision nc the State of Minnesota and is authorized under the Act to initiate the revenue producing p'ojec: herein referred to, and to issue and sell the Mote for the purpose, in the manner and upon the terms and conditions set forth in the Act and in this Resolution. 1 - 3. Findings. The City Council has heretofore determined, and does hereby determine, as follows: (1) The City is authorized by the Act to enter into a loan Agreement for the public purposes express in the Act; (2) The City has made the necessary arrangements with the Borrower for the establishment within the City of a Project consisting of certain property all as more full described in the loan Agreement and which will be of the character and accomplish the purposes provided by the Act, and the City has by this Resolution authorized the Project and exeuction of the aLoan Agreement, theAssignent of loam Agreement, the Note and the Disbursing Agreeeent, whichspecify the teams and conditions of t acquisition, construction and financing of the Project; (3) in authorizing the Project the City's purpose is, and in its judgment the effect thereof will be, to promote the public welfare by: the attraction, encouragement and development of economically sound commercial enterprises so as to present, co far ac pocsihle tho eon -gyve of blighted and marginal lands and areas of chronic unemployment; the development of revenue - producing enterprises to use the avilable resources of nhe community, in order to retain the benefit of the ccmmnity's existing investment in educational and public service facilities; the halting of the movement of talented, educated personnel of all ages to other etlnssppre- serving the economic and bran resources needed as a base for providing governmental sces and facilities; the provision of accessible employment opportunities for residents in the area; the expansion of an adequate tax base to finance the increase in the amount and cost of govern- mental services, including educational services for the school district serving the comuity = in which the Project is :situated; _ (4) the amount estimated to be necessary to finance the Project Costs, including the costs and estimated costs permitted by Section 474.05 of the Act, will require the issuance of the NOte in the principal mount of $498,700.00 as hereinafter provided; (5) it is desirable, feasible and consistent with the objects and purposes of the Act to issue the Note, for the purpose of partially financing the Project; (6) the Note and the interest accruing thereon do not constitute an indebtedness of the (xl City within the mea+ing of anv constitutional or statutory limitation and do rot consrinre or give rise ro a pe:miary liability or a charge against the general credit or taxing pavers of the City and neither the full faith and credit nor the taxing pavers of the City is pledged for the payment of the Note or interest thereon; and (7) The Note is an industrial development bond within the meamig of Section 103 (b) of the Internal Revenue Code and is to be issued within the exemption provided under subparagraph (A) of Section 103 (b) (6) of the Code with respect to an issue of $1,000,000 or less; provided that nothing herein shall prevent the City from hereafter qualifying the Note under a different exemption if, and to the extent, such exemption is permitted by law and consistent with the objects and purposes of the Project. 1 - 4. Authorization and Ratification of Pr_ject. The City has heretofore and does hereby authorize the Borrower, in accordance with the orovisios of Section 474.03 (7) of the Act and subject to the terms and condition set forth in the Construction Loan Agreement, to provide for the construction and installation of the Project pursuant to the Plans and Specifications by such means as shall be available to the Borrower and in the manner determined by the Borrwer, and without advertisement for bids as may be required for the construction and acquisition of municipal facilities; and the City hereby ratifies, and approves all actions heretofore taken by the Borrwer consistent with and in anticipation of such authority and in ewpliance with the Plans and Specifications. (continued on page 137) 1 e • • f • .37� • • 'h esieN RESOLUTION NO. 6724 -- ctxitinued ARTICLE TWO NOTE 2 - 1. Authorized Amount and Form of Note. The Note issued pursuant to this Resolution shall be in substantially the form set forth herein, with such appropriate variations, emissions and insertions as are permitted or required by this Resolution, and in accordance with the further provisions hereof; and the total principal amount of the Note that may be outstanding hereunder is expressly limited to $498,700.00 unless a duplicate Note is issued pursuant to Section 2 - 6. Said Note shall be in substantially the following form: INrmD STATES OF APERICA STATE OF PIIPN]ESOTA MINTY OF WASkIINGTON CITY OF STILLWATER Commercial Development Revenue Note of 1979 (Stillwater Racquetball Club Project) $498,700.00 FOR VALUE RECEIVED the CITY OF STILCWATF.R, Washington County, Minnesota, (the "City") hereby premises to pay to the order of Washington Federal Savings & Loan Association Still- water, Stillwater, Minnesota (the "Lender"), its successors or registered ass' source and in the manner hereinafter provided, the principal sun of FOUR HUNDRED NINETY-EIGHT THOUSAND SEVEN HUMMED AND NO/100 DOLLARS ($498,700.00) , or so much thereof as any have been advanced to or for the benefit of the City and remains unpaid from time to time (the "principal Baiannce"), with interest thereon at the rate of nine and one-half percent (9k%) per amum in any coin or currency which at the tine or times of payment is legal tender for the payment of public or private debts in the United States of America, in accordance with the terms herein- after set forth. 1. (a) From and after the date hereof and until the "Amortization Date", (the first day of the calendar math next succeeding completion of the Project in accordance with the Construction Loan Agreement hereinafter referred to, but in any event no later than June 1, 1980 unless extended by the Lender), interest only shall accrue from and after the date, of each and every advance made under this Note and shall be payable on the first day of the calendar month next succeeding the date upon which the first advance is made, and on the first day of each and every month thereafter. (b) Fran and after the Amortization Date, this Note shall be amortized and paid in 120 equal consecutive monthly installments of FOUR THOUSAND TREE HUNDRED FORTY-SEVEN AND 15/100 DOLLARS ($4,347.15) each payable on the first day of earh month ommanring on the first day of the calendar month next succeeding the Amortization Date and continuing until the Principal Balance and accrued interest thereon shall have been paid (the "Final Maturity Date"). Payments shall be applied first to interest due on the Principal Balance and thereafter to reduction of the Principal Balance. (c) It the interest on this Note should became subject to federal income taxation pursuant to a "Determination of Taxability" as that tam is defined in Section 4.07 of the loan Agreement thereinafter referred to, the interest rate shall be immediately increased to thirteen percent (137,) per amen and each monthly installment thereafter payable shall be accordingly adjusted and shall be equal to the amount necessary to amortize the remaining Principal Balance by the Final Maturity Date with interesst at said increased rate; and in addition the lender shall be entitled to receive an smut equal to the aggregate difference between (i) nonthly payments theretofore made to the Lender on this Note between the said "Date of Taxability" and the effective date of such rate indrease and (ii) the monthly payments which would have been i �� h period if the increased rate had been in effect throughout such period; p ction 4.07 of the said Loan Agreement. 2. Interest shall be computed on the basis of a 360 day year, but charged for the actual number of days principal is unpaid. 3. Principal and interest and any penalty or premium due hereunder shall be payable at the principal office of the Lender, or at such other place as the Lender may designate in writing. 4. This Note is issued by the City to provide funds fora Project, as defined in Section 474.02, Subdivision 1 (a), Minnesota Statutes, consisting of the acquisition of real estate, and the econstruction of an ven date herewith, bbetween tht (8) hee lender, urt racquetb all Oscar L. Kern, Violet et E. Kern,t to a �liam J.eeuent Pauley and Sharron Pauley (collectively, the "Borrower") (the "loan Agreement"), and this Note is further issued pursuant to and in full compliance with the Constn and resolutionlasof theof State of Minnesota, particularly Chapter 474, Minnesota Statutes, and pursuant y Council duly adopted on November 20, 1979 (the "Resolution"). (continued on page 138) • 1 • • f • �138 • • • RESOLUITON ND. 6724 - continued 5. This Note is secured by an assigment of the Loan Agreement by the City to the Lender, a Mortgate, Security Agreeent and Fixture Financing Statement, or even date herewith between the Borrower, as mortgagor, and the Lender as mortgagee (the 'Mortgage") and by an Assignment of Leases and Rents of even date herewith from the Borrower to the Lander (the "Assignment"). The disbursement of the proceeds of this Note is subject to the terms and conditions of a Construction Loan Agreement of eve p date herewith between the Lander, the City and the Borrower (the "Construction Loan Agreement"). 6. The Lender may extend the times of payments of interest and/or principal of or any penalty or premium due on this Note, incouding the date of the Final Maturity Date, without notice to or consent of any party liable hereon and without releasing any such party. However, in no event may the Final Maturity Date be extended beyond thirty (30) years frail the date hereof. 7. The City may prepay the Principal Balance, in whole, or in part, at any time without payment of any premium. The Lender shall apply any such prepayment first against any accrued interest under the Note, and then against the final principal amounts due under the Note. 8. This Note is further subject to prepayment by the City, at any time, without a premium, in whole in whole or in part, upon the occurrence of certain events of damage, destruction or sonde oration of the property secured by the Mortgate, as specified in Section 5.02 of the loan Agrenoemt and Section 3-1 of the Resolution, or, at the option of the lender, in the event of a "Determination of Taxability" as specified in Section 4.07 of the loan Agreement. 9. The monthly payments due under paragraph 1 hereof, shall continue to be due and payable in fulluntil the entire Principal Balance and accrued interest due on this Note have been paid re- gardless of any partial prepayment made hereunder. 10. As provided in the Resolution and subject to certain limitations set forth therein, this Note is transferable upon the books of the City at the office of the City Clerk, by the Lender in person or by his agent duly authorized in writing, at the Lender's expense, upon surrender hereof together with a written instrument of transfer satisfactory to the City Clerk, duly executed by the Lender or his duly authorized agent. Upon such transfer the City .'jerk will note the date of registration and the name and address of the new registered Lender in the registration blank appearing below. The City may deem and treat the person in whose name the Note is least registered upon the books of the City with such registration noted on the Note, as the absolute Omer hereof, whether or rot overdue, for the purpose of receiving payment of or on the account of the Principal Balance, redemption price or interest and for all other purposes, and all such payments so made to the Lender or upon his order shall be valid and effective to satisfy and discharge the liability upon the Note to the xtent of the sum or sums so paid, and the City shall not be effected by any notice to the contrary. 11. All of the agreements, conditions covenants, provisions and stipulations contained in the Resolution, the Mortgage, the Loan Agreement, the Assignment of Leases and Rents, and the Construction Loan Agreement are hereby made a part of this Note to the sane extent and with the same force and effect as if they were fully set forth herein. 12. This Note and interest thereon and any penalty or premiun due hereunder are payable solely from the revenues and proceeds derived from the Loan Agreement and the Mortgage, and do not constitute a debt of the City within the meaning of any constitutional or statutory limitation, are not payable from or a charge upon any funds other than the revenues and proceeds pledged to the payment thereof, and do not give rise to a pecuniary liability of the City or, to the extent per- mitted by law, or any of its officers, agents or employees, and no holder of this Note shall ever have the right to compel any exercise of the faxing power of the City to pay this Note or the interest thereon, or to enforce payment thereof against any property of the City, and this Note does not constitute a charge, lien or enmubrance, legal or equitable, upon any property of the City, and the agreement of the City to perform or cause the performance of the covenants and other pro- visions herein referred to shall be subject at all times to the availability of revenues or other funds furnished for such purpose in accordance with the Loan Agreement, sufficient to pay all costs of such performance or the enforcement thereof. 13. It is agreed that time is of the essence of this Note. In the event of failure by the City to pay when due any monthly installment of principal or interest within ten (10) days after the due date, or any premium or penalty due hereunder, or if an Event of Default shall occur, as set forth in the Mort -$age, the Construction Loan Agreement, the Assigment of Leases and Rents or the Loan Agree- ment, then the Lender shall have the right and option to declare, upon ten (10) days written notice, the Principal Balance and accrued interest thereon, immediately due and payable. Failure to exercise such option at any time shall not constitute a waiver of the right to exercise the sane at any sub- sequent time. 14. The remedies of the Lender, as provided herein and in the Mortgage, the Loan Agreement, the Assignment of Leases and Rents and the Construction Loan Agreement, are not exclusive and shall be emulative and concurrent and may be pursued singly, successively or together, at the sole dis- cretion of the lender, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be constructed as a waiver or release thereof. (continued on page 139) Ri • • • • • 1.39�, • 0 RESOLUTION NO. 6724 - continued 15. The Lender shall not be deemed, by any act of cedssion or =mission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the lender 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 reedy as to a subsequent event. 16. This Note has been issued without registration under state or federal or other securities laws, pursuant to an exemption for such issuance; and accordinly the Note may not be assigned or transferred in whole or part, nor may a participation interest in the Note be given pursuant to any participation agreement, except in accordance with applicable registration requirements or an applicable exemption from such registration requirements. IT 1S 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 ts IN a WITNESS y�fFthe e yiryhas caused and City Clerk and has caused tis Note to be he corporate seal totobe y the manual hel signatures,Mayorthis affixed hereto, and has causedU:tda Note to be dated November . 1979. CITY OF STILJWATER, MINNESOTA Attest: (SEAT ) City Clerk 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 of Stillwater in the mane of the holder last noted below. Date of Registration November , 1979 Name and Address Registered Owner Washington Federal Savings & Loan Association 200 East Chestnut Street Stillwater, Mn. 55082 Signature of City Clerk 2 - 2. The Note. The Note shall be payable at the times and in the warmer, shall bear interest at the rate, and shall be subject to such other terms and condtions as are set forth therein. 2 - 3. Execution. The Note shall be executed on behalf of the City by the signatures of its Mayor and City Clerk and shall be sealed with the seal of the City. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he bad remained in office until delivery. 2 - 4. Delivery of Note. Before delivery of the Note there shall be filed in the office of the City Clerk the following items: doc- (1) a copy of each of the foliating-hments in the form finally executed: (continued on page 140) • • • • 640 a Resolution No. 6724 - continued (A) the Loan Agreement and Assignment of the Loan Agreement; (B) the Mortgage; (C) the Assignment of leases and Rents; (D) the Construction Loan Ageanent; e factory to d as (2) an opinion of authority of the Sol for BorrowerLhe to enter into theer in otransacte and ioon ancotherlrela related matters; Counsel (3) the opinion of Bond Counsel as to the validity and tax exempt status of the Note; (4) a copy of a Mortgagee's title insurance policy insuring the validity and priority of the Mortgate as a first lien on the Project in the amount of $498,700, subject only to such exceptions and encumbrances as are approved by the Lender or a title opinion in a form satisfactory to Bond Counsel, (5) such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (3) above or that the Lender nay require for the closing. Upon delivery of the Note, the Lender shall, on behalf of the City, advance funds for payment of Project Costs upon receipt of such supporting documentation as the Lender may deem reasonably necessary, including compliance with the provisions of the Construction loan Agreement. The lender or the Borrower shall provide the City with a full accounting of all funds disbursed for Project Costs. 2 - 5. 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 of transfers of ownership of the Note. The Note shall be transferable uponthe Note te Register by the Lender in person or by its attorney duly authorized in writing, upon senderthe NOte together with a written instrument of transfer satisfactory to the City Clerk, duly executed by the Lauder or its duly authorized agent. Upon such transfer the City Clerk shall note the date of registration and the name and address of the new lender in the Note Register and in the registration blank appearing on the Note. 2 - 6. Mutilated, Lost or Destroyed Note. In case any Note issued hereunder shall became mutilated or be destroyedeor rolost, tnheee City- ity shall, if not then prohibited by law, cause to be executed and delivered, a standing principal ann nt, mrmber and tenor in exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon the Lender's paying the reasonable expenses and charges of the City in connection therewith, and in the case of a Note destroyed or lost, the filing with the City of evidence satisfactory to the City that such Note was destroyed or lost, and furnishing the City with indemnity satisfactory to it. If the mutilated, destroyed or lost Note has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Note prior to payment. 2 - 7. Ownership of Note. The City may dean and treat the person in whose name the Note is last registered in the Note Register and by notation on the Note whether or not suchNoteshall ll be eno of e,e Principal Balance, the te owner of such Note for the purpose of receiving paymeat redemption price or interest and for all other purposes whatsoever, and the City shall not be affected by any notice to the contrary. 2 - 8. Limitation. on Note Treansfers. The Note has beenchissued �taccco accordingly under tesmay not be assigned or transferred or other securities laws, sint tole exemption n for such issuance;iY n agree oen ,part, xnor may a participation interest is thet Note be given entsuor to ppexee1PPnan agreement, except in accordance with applicable registration requirements or an applicable from such registration requirements. ARTICLE THREE REDEMPTION OF NOTE BEFORE MATURITY 3 - 1. Redemption. (1) In the event of (a) damage to or destruction of the Project or condemnation of the Project or any part thereof and (b) if Borrower does not elect to restore the Project pursuant to Section the of Borrower atthetime, Note the1l beextent andct inthoe prepayment set by the City ect on 5 02 ofom funds t thehed loany Agreement. (2) At the option of the Lender, the Note shall be subject to the prepayment in theetent of a "Determination of Taxability" as specified in Section 4.07 of the Loan Agreement. (continued on page 141) 4.- 1 a e 1, • • 1 14). ° a a 0 • two Resolution No. 6724 - continued (3) The Note may be otherwise prepaid in 3 - 2. Termination of Interest. Upon deposit of the redemption price of any notice required by lad, the principal to bear interest. accordance with the provisions of the Note. or any prepayment with the lender and the giving amounts prepaid shall, after such date, Page ARTICLE FOUR GENERAL COVENANTS 4-1. Payment of Principal and Interest. The City covenants that it will promptly pay or cause to be paid the principal of and interest on the Note at the place, on the dates, from the source and in the manner provided herein and in the Note. The principal and interest are payable solely from and securedeo by revenues and proceeds derived from the Than Agreement, the Mortgage and the Assign n and Rents, which revenues and proceeds are hereby specifically pledged to the payment thereof in the manner and to the extent specified in the Note, the loan Agreement and the Mortgage; nothing in the Note or in this Resolution shall be considered as assigang, pledging or ot her- wise wise encumbering any other funds or assets of the City. 4-2. Performance of and Authority for Covenatts. The City coveano that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Resolution, nty n the eiNote> executed authenticated and delivered hereunder and in all proceedings of g thereto; that it is duly authorized under the Constitution and laws of the State of Minnesota including particularly and without limitation the Act, to issue the Note authorized hereby, pledge the revenues and assign the Loan Agreement in the manner and to the extent sethfo allre this Resolution, the Note and the Loan Agreemeno and Assigment of Loan Agreement; action on its part for the issuance of the Note and for the execution and delivery thereof has been and enfor ceable obligation and thethe Cityacte in the cording toththesof the terms thereof. is and will be 4-3. Enforcement and Performance of Covenants. The City agrees to enforce all covenants and obligations of the Borrower under the Loan Agreement and Construction loan Agreement, and to perform all covenants and other pro- visions pertaining to the City contained in the Note, the loan Agreement and the Construction Loan Agreement. 4-4. Nature of Security. Notwithstanding anything contained in the Note, the Mortgage, the Loan Agreement or any other document referred to in Section 2-4 to the contrary, of the heunder the provisionsvier thanftthe Act the Note may not be payable from or be a charge upon any funds he revenues and proceeds pledged to the payment thereof, nor shall the City be subject to any liability thereon, nor shall the Note otherwise contribute oroggive risey s ofto a ficers', employees ry liability of the City or, to the extent permitted by lad, ay 1 exercise of the oyeesg and agents. No holder of the Note shall ever have the right to cape anry paler of the City to pay the Note or the interest thereon, or to enforce paymentit�fen_ against any property of the City; and the Note shal. not constitute a charge, shall not constitute cumbrance, legal or equitable, upon any property of the City; a debt of the City within the meaning of any constitutional or statutory limitation; but nothing in the Act impairs the rights of the Lender to endorse the covenants made for the security thereof as provided in this Resolution, the Loan Agreement, the rbrtgage the Assignment of Leases and Rents, the Construction Loan 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 Lender; provided that in any event, the agreement of the City to perform or enforce the covenants and onterhall provisions contained in the Note, the loan Agreeuent and the Construction loan Agrreement sh ll be subject at all times to the availability of revenues under the Loan Agr eemepay all costs of such performance or the enforcement thereof, and the City shall rot be subject. to any personal or pecuniary liability thereon. ARaTCLE FIVE MISCELLANEOUS 5-1. Severability. If any provision of this Resolution shall be held or deemed to be orrshhaallioi offact, re be inoperative or unenforceable as applied in any particular case in any j ctioniors of juris- dictions or in all jurisdictions or in all cases because it conflicts with any p _ any consitution or statute or rule or pudic policy, or fors any other reason, sor unenforceable cciroi°s�le in shall not have the effect of rendering the provision min q�nn inoperative provisions herein contained any other case or circumstance, or or rendering any provision (continued on page 142) a • • •49 • RESOLUTION M. 6724 - continued invalid, inoperative, or unenforceable to any extent whatever. The invaldity of any one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not affect the remaining portions of this Resolution or any part thereof. 5-2. Authentication of Transcript. The officers of the City are directed to furnish to Bond Counsel certified copies of this Resolution and all documents referred to herein, and affidavits or certificates as to all other matters which are reasonably necessary to evidence the validity of the Note. All such certified copies, certificates and affidavits, including any heretofore furnished, shall con- stitute recitals of the City as to the correctness of all stawments contained therein. 5-3. Registration of Resolution. The City Clerk is authorized and directed to cause a copy of this Reso ution to be filed with the Comm Auditor of Washington County, and to obtain from said Canty Auditor a certificate that the Note as a bond of the City has been duly entered upon his bond register. 5-4. Authorization to Execute Agreements. The forms of the proposed Loan Agreement. the Assignment of Loan Agreement, the Construction Loan Agreement, the Assignment of Leases and Rents, and the Mortgage are hereby approved in sub- stantially the form heretofore presented to the City Council; and the Mayor and City Clerk of the City are authorized to execute the Loan Agreement, the Assignment of Loan Agreement, and the Con- stnvatnn Than Agreement in the name of and on behalf of the City and such other documents as Bond Comsel consider appropriate in connection with the issuance of the Note. In the event of the absence or disability of the Mayor or the City Clerk such officers of the City as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the City Council do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers Adopted: November 20, 1979 Attest: City Clerk Mayor of the City of Stillwater • • • •