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HomeMy WebLinkAbout6768 (Res.)•(186 • • 1 RESOLUTION ND. 6768 PA1E RESOLUTION - OSCAR L. KERN PROJECT - INDUSTRIAL DEVELOPMMT REVENUE NOTE Or 1980. BE IT RESOLVED by the City Council of the City of Stillwater, Minnesota, as follows: ARTICLE ONE IEFINITIC`S, JFCAT AUDJORIZAITO1 AND FINDINGS 1-1. Definitions. The term, used herein, unless the contect hereof shall require otherwise shall have the following meanings, and any other tens defined in the Loan Agreement shall have the same meanings when used herein as assigned to them in the Loan Agreement unless the context or use thereof indicates another or different meaning or intent. Act.: The Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 47+Z, as amended; Assignment of lease: the Agreement to be executed by the Borrower and his wife to the Interim Lender assigning the Lease and all rents, issues and profits deriving therefrom to the Interim Lender; Assignment of Leases and Rents: the agreement to be executed by the Borrower and his wife to the Interim Lender assigning the Leases and all the rents, issues and profits derived from the Project to the Interim Lender; Bond Counsel: the firm of Briggs and Morgan, Professional Association, of St. Paul, Minnesota, and any opinion of Bond Counsel shall be a written opinion signed by such Counsel; Borrower: Oscar L. Kern, his heirs, legal representatives and assigns and any trans- feree business entity which may assure his obligations under the loan Agreement; Bury -Sell Agreement: the agreement between the Borrower, the Interim Lender, and the Permanent lender relating to the long term financing of the Project; City: the City of Stillwater, Minnesota, its successors and assigns; Construction loan Agreement: the agreement to be executed by the City, the Borrower, and the Interim lender, relating to the construction and installation of the Improvements and payment of the Project Costs; Guaranty: the Guaranty to be executed by the Borrower; Improvements: the structures and other improvements, includinv any tangible personal property to be constructed or installed by the Borrower on the Land in accordance with the Plans and Specifications; Interim Lender: the First National Bank of St. Paul, St. Paul, Minnesota, its successors and assigns; Land: the real property and any other easements and rights described in Exhibit A attached to the Loan Agreement; Lease: the lease of the Project dated from the Borrower to Press -On, Inc., a Minnesota corporation; Loan Agreement: collectively, the agreement to be executed by the City and the Borrower, and assigned to the Interim Lender, providing for the loan of construction funds to the Borrower, including any amendments or supplements thereto made in accordance with its provisions; Mortgage: the Mortgage, Security Agreement and Fixture Financing Statement to be executed by the Borrower and his wife, as mortgagor, to the Interim Lender, as mortgagee, securing payment of the Mote and interest thereon; Note: $810,000 Industrial Development Revenue Note of 1980 (Oscar L. Kern Project), to be issurbby the City pursuant to this Resolution and the Loa-. Agreement; Note Register: the records kept by the City Clerk to provide for the registration of transfer to ownership of the Note: Permanent Lender: Northwestern National Life Insurance Company, of Minneapolis, Minnesota, its successors and assigns; Plans and Specificiations: the plans and specifications for the construction and in- stallation of the Iigroveemnnts on the Land, which are approved by the Permanent Lender, together with such modifications thereof and additions there to which are reasonably determined by the Borrower to be necessary or desirable for the completion of the Improvements and are approved by the Permanent Lender; Principal Balance: so ouch of the principal sun on the Note as from titre to time may have been advanced to or for the benefit of the City and remains unpaid; Project: the Land and Improvements as they may at any time exist: Project Casts: the total of all "Construction Costs" and "Loan and Carrying Georges," as those terms are defined in the Joan Agreement: (continued on page 187) %me O • O • RESOLUTTQ1 NO. 6768 - continued Purchase Date: January 31, 1981, or such earlier or later date, not to exceed January 31, 1982, as may be agreed upon by the Interim Lender and the Permanent lender on which the note is purchased by the Permanent Lender; Resolution: this Resolution of the City Adopted April 8, 1990 together with any supplement or amendment thereto. All references in this instilment to designated "Articles " "Sections" and other subdivisions are to the designated Articles, Sections and subdivisions of this instrument as originally executed. The words "herein," "hereof' and "hereunder" and other words of similar import refer to this Resolution as a whole not to any particular Article, Section or subdivision. 1-2. Legal Authorization. The City is a political subdivision of the State of Minnesota and is authorized under the Act to initiate the revenue producing project herein upon the trreferred ref conditions, and deco issue orth i� sell the Note for the purpose, 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 anangarents with the Borrower for the establishment within the City of a Project consisting of certain property all as more filly described in the Loan Agreement which will be of the character and acceplish the purposes provided by the Act, and the City has by this Resolution authorized the Project and execution of the loan Agreement, the Assignment of the Loan Agreement, the Note, the Buy -Sell Agreement, and the Construction loan Agreement, which documents specify the terms and conditions of the install- ation, construction and financing of the Improvements to be included in 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 industry and commerce so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; the development of revenue - producing enterprises to use the available resources of the community, in order to retain the benefit of the community's existing investment in educational and public service facilities; the halting of the movement of talented, Educated personnel of all ages to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities; the provisions 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 governmental services, including educational services for the school district serving the oo®anity 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 amount of $830,000 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 partical ly financing the Project; (6) the Note and the interest accruing thereon do not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation and do not constitute or give rise to a pecuniary liability or a charge against the general credit or tarinv powers of the City and neither the full faith and credit nor the taxing powers 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 meaning of Section 103 (b) of the Internal Revenue Code and is to be issued within the exemption provided under subparagraph (D) of Section 103 (b) of the Code with respect to an issue of $10,000,000 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 Project. The City has heretofore and does hereby authorize 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 Construction loan Agreement, to provide for the construction and installation of the Iaprovemerts included in the Project under the Plans and Specifications by such eons out shall be available to the Borrower and in the manner determined by the Borrower, and advertisement for bids as may be required for the construction and acquisition of municipal facilities; and the City hereby ratifies, affirms, and approves all action heretofore takan by the Borrower consistent with and in anticipation of such authority and in compliance with the Plans and Specifications. ARTICLE 1N0 NOTE 2-1. Authorized Admount and Form of Note. The Note issued purusant to this Resolution shall be in substantially the form set forth herein, with such approrpriate variations, omissions and insertions as are permitted or required (continued on page 188) • • • • /188 • 0 •\ RESOLUTION NO. 6768 - continued by this Resolution, and in accordance with the further provisions of this Article; and the total principal amount of the Note that may be outstanding hereunder is expressly limited to $,000.00ly unless following dwnig form: UNITED INDUSTRIAL DEVELOPMENT REVENUE NOTE OF 1980 (OSCAR L. TOAST PROJECT) $830,000.00 FOR THE VALUE RECEIVED the City of Stillwater, Washington County, Minnesota, hereby promises to pay The First National Bank of Saint Paul, St. Paul, Minnesota, its successors or registered assigns (the "Interim Lender") from the source and in the manner hereinafter provided in any coin or currency which at the times of paym ent is legal tender for the payment of public or private debts, the principal sun of EIGHT HUNDRED THIRTY THOUSAND AND NO/100 DOLLARS $830,000.00) or so much thereof as may be advanced to or for the benefit of the City, pursuant to a Construction loan Agreement (the "Construction Loan Agreement") or even date herewith between the Interim Lender, the City and Oscar L. Kern (the "Borrower") and remains unpaid from time to tine (the 'Principal Balance") ,withnterest thereon, as follows: (a) From and after the date hereof, interest only, computed on the basis of a 360 day year, but charged for the actual number of days principal is unpaid, at the rate of nine and one -eighth percent (9-1/87,) per amnia, on the unpaid principal balance, shall be payable monthly on that portion of the principal sum from time to time advanced for the benefit of the City pursuant to the Construction Than � uent on whichest the panwtsssha 1. advance is on commies onthe and shall of the calendar month next succeeding continue on the first day of each succeeding month thereafter until the entire indebtedness evidenced hereby is paid in full; provided, that if the invest on this Note should berme subject to federal income taxation pursuant to receipt by the Interim Lender of a notice of "Determination of Taxability", as that term is defined in Section 3.01 (5) of the loan Agreement, the interest rate shall be immediately increased to an interest rate equal to two percent (2%) per an urn in pYrPss of the Prime Rate of the Interim Lender (i.e., the lowest rate of interest made available by the Interim Lender on short term, unsecured loans to large businesses with the highest credit standinn, as that rate may change from tine to time, with changes in the interest rate applicable hereunder to become effective on the same day as any such change in the Prime Rate takes place). Loa City shall further th rgggregae the te differenceInterim between (i) the solely an p� derived from actually made the Loan Agreement, for the this • Interim Lender on this Note from the "Date of Taxability", a. that term is defined in the Loan Agreement and the effective date of the rate increase and (ii) the monthly payments that would have been made during such period had such increased rate been in effect. Principal and all accrued and unpaid interest shall be due and payable January 31, 1981, or such later date, not to exceed Jammry 31, 1982, to which the Interim Lender and the Permanent under may agree. (b) Provided, however, that if Northwestern National Life Insurance Company, Minneapolis, Minnesota (the "Permanent Lender") shall purchase this Mote pursuant to the Buy -Sell Agreement of even date herewith between the Borrower, the Interim Lender, the Permanent Lender and the City (the "Buy -Sell Agreement"), then instead of paying interest and principal as aforesaid, the City shall, on the date of such purchase (the "Purchase Date") , pay to the Interim Lender, but malely from the revenues derived from the Loan Agreement, all unpaid interest then accrued hereunder, and thereafter shall pay to the Permanent Lender, buc solely from the revenues derived from the Loan Agreement, the principal, together with interest computed on the basis of a three hundred sixty (360) day year on the unpaid principal balance at the rate of ten and one -eighth percent (10-1/8%) per ansnum in one hundred eighty (180) equal consecutive ninthly installments of SEVEN THOUSAND FIVE HUNDRED THIRTY-THREE AND NO/100 D L ARS ($7,533.00) each commencing on the first day of the second ninth succeeding the Purchase Date, and continuing on the first day of each myth thereafter, until the first day of the 181st nnnth next succeeding the Purchase Date, when all unpaid principal and interest thereon shall be paid in full. Each such installment of principal and interest shall be applied first to payment of interest then due and the remainder to principal. In addition, on the first day of the month succeeding the Purchase Date, the City shall pay, solely from the revenues derived frau the Loan Agreement, interest accrued hereunder from the Purchase Date through the end of the month in which the Purchase Late occurred: Provided that if the interest on this Note should become subject to federal income taxation pursuant to receipt by the Permanent Lender of a notice of "Determination of Taxability",�interestrattys$ shall immediately increased to twelve and one -eighth percent (12-1/8%) per forthwith pay to the Permanent Lender, but solely from revenues derived from the loan Agreement, an amount equal to the aggregate difference between (i) the monthly paynents actually made to the Permanent Lender an this Note from the "Date of Taxability", and the effective date of the rate increase and (ii) the monthly payments which would have been made during such period bad the interest on this Note been at such increased rate; the consecutive monthly installments of principal and interest shall be increased, effective the first day of the first month after the notice of "Determination of Taxability," to reflect the increased interest rate. Place of Payment. Principal and interest and any premium due hereunder shall be payable at the principal office of the registered holder of this Note, or at such other place as the holder may designate in writing. (continued on page 189) ✓ 1 • • RESOLUDION NO. 6768 - continued �q se. This Note is issued by the City to provide finds for a Project, as defined in Section 4.02, Subdivision 1, Minnesota Statutes, consisting of the construction and insh-llation of a screen process priting facility pursuant to the Loan Agreement, and this Note is further issued pursuant to and in full compliance with the Constitution and laws of the State Mhrie ota, pparticula rly 1 Chapter 474, 19 Minnesota sot "StatuteStatutes, and pursuant to resolution St te fi Securittyy his Note is secured by an assignment of the Loan Agreement by the City to the Interi er, a Mortgage, Security Agreement and Fixture Financing Statenent of even date hereaaith from the Borrower and his wife, as mortgagor. to the Interim Lauder, as mortgagee (the "Mortgage"), concerning real property sisuate in the Cant' of Washington, State of Minnesota, by an Assignment of Leases and Rents and an Assignment of Lease, both of even date herewith from the Borrower to the Interim Lender. On the Purchase Date, the interest of the Interim Lender in such securing documents will be assigned to the Permanent Lender. The disburse - mart of the proceeds of this Note is subject to the terms and conditions of the Construction Loan Agreement. Provided however, that provisions to the contrary, if any, contained in this Note notwithstanding, the Construction Loan Agreement shall no longer constitute a part of this Note from and after endorsement of assignment of this Note by the Interim Lander to Permanent Lender, or its successors and assign, and no defenses, offsets or counterclaims available to the City arising out of said Construction loan Agreement shall be valid or effective as against the indebtedness evidenced by this Note, all of said defenses, offsets and counterclaims being then waived insofar as Pernment Lender, or its successors and assigns, are concerned and provided further that no warranties, representations, ,^ndert"ldngs or agreements on the part of the Interim Lender contained in said Construction Loan Agreement shall be a part of this Note or run with this Note after endorsement or assignment of this PATE to the Permanent Lander, and its successors and assigns, nor shall any of said warranties, representations, undertakings, or agreements be binding upon the Permanent Lender, its successors or assigns, nor shall Permanent be • s gr its successors or igned and endorsed fee and lear of sbe uch obligaor t ed es, representations, undertakings ay any of the above and soo shall agreements. Prepayment. This Note may not be prepaid, either in whole or in part, prior to the Purchase Date or during the first three (3) loan Years (as hereinafter defined) after the Purchase Date. Beginning with the fourth (4th) loan Year and thereafter, this Note may be prepaid in whole or in part, on a monthly installment payment date, provided the Permanent Lander has received thirty (30) days' prior written notice of such intention to prepay and upon prepay- ment of a premium of ten and one -eighth percent (10-1/8%) on the principal balance for the fourth through the tenth loan Years, and commencing with the eleventh Loan Year, upon payment of a premium of five percent (5%) of the principal balance. The premium for prepayment shall decrease annually thereafter one percent (17.) to a minim= premium of one percent (17.)The Perun, nextto Lander shall apply any such prepayment first against the applicable prepayment pr any interest due and owing on the Note and then against the Principal Balance. The term "Loan Year" as used herein shall mean a twelve (12) month period commencing on the first day of the first month succeeding the Purchase Ihte and on each aniversaty thereof. Extraordinary Prepayment. (a) Upon the occurrence of an event of damage, destruction or condemnation, whe:-ein the holder of this Note chooses to exercise its option to require this Note to be prepaid pursuant to the terms of this Note and Sections 2.02 and 2.03 of the Mortgage, the holder hereof, shall apply the net proceeds of my insurance or condemnation nation award in prepayment, without premium, of the Principal Balance. After the Purchase Late and if such option is exercised, the Permanent lender shall apply any such prepayment against the final principal amounts due on the Note and if the entire Principal Balance and interest thereon is not thereby paid in full, such prepayment shall not reduce the monthly payments require hereunder. (b) In the event that interest on this Note bernna subject to the federal income taxation pursuant to a "Determination of Taxability" after the Purchase Date, the City may prepay the Note in whole or in part, on the date of any regular monthly installment of principal and interest, won payment of the Principal Balance or any portion thereof, together with accrued interest thereon to the date of such prepayment plus a premium equal to ten and one -eighth percent (10-1/By.) on the Principal Balance if such prepayment occurs within the first three (3) loan years (as def ined herein), and if thereafter, plum a premium equal to the prepayment premium in effect at the tine of such prepayment; and in addition, the Permanent fader may, by written notice of election given to the City and the Borrower within 90 days after it receives notice of such "Determination of Taxability", elect to call this Note for redemption and prepayment in full, in which case the City shall, not later than 90 days after receiving written notice of such call, pay to the Permanent Lender the Principal Balance together with accrued interest plus a premium equal to the prepayment premium in effect at the time of suchcall(andim shall be occcu prior to the earliest date on which prepayment may be made, as if tender had been made on the earliest date allowed for prepayment). (c) The holder of this Note shall also have the option upon written notice to the City and the Borrower, to call the Note for redemption and prepayment in full if, as a result of changes in the Constitution of the State of hd:,uesota or the United States or of legislative or administra- tive action (whether state or federal) or a final decree, judgment or order of any court or adninistrative body (whether state or federal), the Loan Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties express therein. In such case, the City shall, not later theholderthe after 90 days tereceiving rice! Balance this notice of such call for redemption and prepayment, pay to Note together with accrued interest thereon to the date of such payment plus the then applicable prepayment premium as hereinafter set forth (and if such event shall occur prior to the earliest date on which redemption may to made, then such premium shall be computed as if tender had been made on the earliest date allowed for prepayment). (continued on page 190) • • '7 190 • • RESOLUTION NO. 6768 - continued Registration. As provided in the Resolution, this Note is transferable upon the books of the City at the office of the City Clerk by the holder in person or by his agent duly authorized in writing, at the holder's expense, upon surrender hereof together with a written instrument of transfer satisfactory to the City Clerk and attorney for the City, duly executed by the holder or his duly authorized agent. Upon such transfer, the City Clerk will note the date of registration and the name and address of the new registered holder in the registration blank appearing below. The City may dean and treat the person in whose name the Note is last registered upon the books of the Clty, with such �istrationnnotedonited on tthng payment e Note, as of or the absolute owner hers, whether or not overdue, purposen on account of the Principal Balance, redemption price or interest and for all other purposes, and all such payments so made to the registered holder or upon his order shall be valid and effective to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid, and the City shall not be affected by any notice to the contrary. Limitation of the City's Liability. This Note and interest thereon and any penalty or premium due hereunder are payable solely from the revenues and proceeds derived from the Loan Agreement, the Mortgage, the Assignment of Leases and Rents and the Assi.gmentcf Lease and do not constitute a debt of the Citywithin 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 permitted 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 taxing 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 encumbrance, 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 provisions herein referred to shall be subject to 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. Acceleration. 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, or any premium or penalty due hereunder, or if an Event of Default shall occur, as set forth in the Mortgage, the Assignment of Leases and Rents, the Assigment of Lease, the Construction loan Agreement or the Loan Agreement, then the lender shall have the right and option to declare the Principal Balance and accrued interest thereon, i m ediately due and payable. Failure to exercise such option at any time shall not constitute a waiver of the right to exercise the same at any subsequent time. Remedies. The remedies of the holder of the Note, as provided herein and in the Mortgage, the Assignment of Leases and Rents, the Assigvent of Lease, the Loan Agreement, the Construc- tion Loan Agreement and the Buy -Sell Agreement are not exclusive and shall be uamilative and concurrent and may be pursued singly, successively or together, at the sole discretion of the holder of the Note and may be exercised as often as occasion therefor shall occur. The failure to exercise any such right or remedy shall in no event be construed as a waive.' or release thereof, nor as a waiver or release of such right or remedy as to a subsequent event. Forbearance: The holder of the Note shall not be deemed, by any act of omission or cession, to have waived any of its rights or remedies hereunder (unless such waiver is in writing and signed by the holder of the Note and then only to the extent specifically set forth ain s the ewwriting.)to waiver ai any ithht or remedy as eonce to one �ntbshallnnt shall ot be tvbrt�trued as continuing or Applicable Law. All terms of this Note shall be construed by the laws of the State of Minnesota. IT IS REBEBY 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 from as required by law. IN WITNESS WHEREOF, the City has caused this Note to be duly executed in its name by the manual signatues of the Mayor and City Clerk and has ranged the corporate seal to be affixed hereto, and has caused this Note to be dated CITY OF STIIIWATER, PII1 1ESOTA Countersigned (Seal) City Clerk BY Mayor PROVISIONS AS TO REGISTRATTCN 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 name of the holder last noted below. (continued on page 191) r w • • • • 1911, • RESOLUITON NO. 6768 - continued 0111 Date of Name and Addresses Registration of Registered Owner , 1980 The First National Bank of St. Paul Saint Paul, Minnesota Signature of City Clerk 2-2. The Note. The Note shall be payable at the times and in the ma`mer, shall bear interest at the rate or rates, and shall be subject to such other terms and conditions 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 Clerk and shall be sealed with the seal of the City. In case any officer whose signature shall appear on the Note shall case 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 or she had remained in office until delivery. 2-4. Delivery of Note. Before delivery of the Note there shall be filed with Bond Counsel the following items: (1) an executed copy of each of the following documents: (A) the Loan Agreement; (B) the Mortgage; (C) the Assignment of Leases and Rents; (D) the Assignment of 'Pace; (E) the Construction Inau Agreement; (F) the Buy -Sell Agreement; (G) the Guaranty; (In the Permanent Ccarmtnent; and (I) the Lease; (2) an opinion of Counsel for the Borrower in scope and substance satisfactory to Bond Counsel; (3) the opinion of Bond Counsel as to the validity and tax exempt status of the Note; (4) a title insurance commitment written by Title Insurance Company of Minnesota showing that title in fee sinple to the Land and the existing improvements is Odin the Borrower subject only to such exceptions as are approved in writing by the Interim er; (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 Interim and Permanent Lenders may require for the closing. Upon delivery of the Note, the Interim Lender shall, on behalf of the City, advance funds for payment of Project Costs upon coapliance with the provisions of the Construction Loan Agreement. The Borroaer 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 upon the Note Register by a holder 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 folder or its duly authorized agent. Upon such transfer the City Clerk shall rote the date of registration and the name and address of the new holder 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 destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and delivered, a new Note of like outstanding principal arount, number and tenor in exchange and substitution for and upon can- cellation of such 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, 6 . (continued on page 192) • • • a •492 • • Resolution No. 6768 - continued and in the case of a Note destroyed or lost, the filing with the City of evidence satisfactoryto the City atisfactoory otit. chIfothe ewnuti ated edestroyedtoranlost Note inhastale ready mattureddobeen called for redetption in accordance with its tens 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 each Note is last registered in the Note Register and by notation on the Cote whether or not such Note shall be overdue, as the absolute l.B lance of such Note ion ricer the or interest anse of d for all other pof or on account purposes whatsoever, the thinCityl Balance, bed afp p and the City shall rot be affected by any notice to the contrary. ARTICLE THREE PREPAYCENT OF NOTE BEFORE MATURITY 3-1. Redenption. (1) In the event of an occurrence of an event of damage to or destruction of the Project or Cnndmnatian of the Project or any part the thereof pursuantin the to the terms onterim Lennddeeror Nore eedPermanent Lander chooses to require prepayment Imr the Mortgage, the Note shall be subject to prepayment to the extent and in the manner set forth in Section 5.02 of the Loan A4eanent and in the Note. (2) In the event that interest on the Note becomes subject to federal income taxation pursuant to a "Determination of Taxability" after the Purchase Date, the City may prepay thet Note in Principal Balancee or in orpart on the any portionhathereof togethte of any erwithwithr�accnad inty erest thereon, upon n tow,t the date of such prepayment. Pin the Note. In addition, if the ins a Prepayment poptin, all as provided City has not exercised such redemption option, the Permanent Lender may, by written notice given to the City and the Borrower within 90 days after it receives notice of such Determination of Taxability, eledt to call. the Note for redenption and prepayment, all as provided in the Note. (3) In the event that as a result of changes in the Constitution of the State of Minnesota or the United States or of legislative or administrative action (whether state or federal) the loan Agreement shall became void or unenforceable or impossible of performance in accordance with its intent and purpose, the holder of the Note shall have the option upon written notice to call the Note for redemption and prepayment, all as provided in the Cote. (4) The Note may be otherwise prepaid in accordance with the provisions of the Note. 3-2. Termination of Interest. Upon deposit of any permitted prepayment with the holder of the Note and the giving of any notice required by Rao or by the Note, the principal amounts prepaid shall, after such date, cease to bear interest. ARTICLE FOUR CORRAL COVENANTS 4-1. Payment of Principal and Interest. The City cone ants that it will praplty pay or cause to be paimanner d hpriicipal of n and of and intereston the Note at and interest on the Note are payable by Mw City solely from revenues said Note. The principal and the proceeds derivednt from the Loan Agreement, the Mortgage, doe Assignment of Leases and Banta, and pay entigmreo of Lease; which revenues and proceedscare in e Note, elly pledged e to the paMortgage, thereof in the roamer and to the extent the Assignment in thetthefote.loan Agreement, the Mortgage, the this Resolution of Leases and Rents and the Assignment of lease; and nothing in the note or in cu bering any other fundsorassets ofl e considered as assigning. Pledging or otherwise en - the City. 4-2. performance of and Authority for Covenants. The City covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Resolution, in the Note, and in all proceedings of the City Council pertaining thereto; that it is duly authorized under the Con- stitution and leas of the State of Minnesota including particularly, but without limitation, the Act, to issue the Note, pledge the revenues and assigns the loan Agreement in the manner and to the extent set forth in this Resolution, the Note and the loan Agreement; that all action on its part for the issuance of the Note and for the execution and delivery thereof has been buly and effectively taken; and that the Note in the hands of the Lender is and will be a valid and enforceable obligation of the City according to the terms thereof. 4-3. E tforcemeint and Perfomance of Covenants. The City agrees to enforce all covenants and obligations of the Borrower under the loan Agreement and Construction Agreement and to perform all covenants and other provisions pertaining toy the City under the Note, Loan Agreement, Construction loan Agreement and the Buy -Sell Agreere<rt. (continued on page 193) • • • 193 • • RESOLCITON N0. 6768 - continued 4-4. Nature of Seosity. Notwithstanding anything contained in the Note, the Mortgage, the Assignment of Leases and Rents, the Assignment of Lease, the Loan Agree ant, the Constructioan AAgrundereeiait and the Buy -Sell Agreement, or any other document referred herein to the contrary,yu8 of the the provisions of the Act, the Note may not be payable from or be a charge upon any City other than the revenues and proceeds pledged to the payment thereof, nor shall the City be subject to any liability thereon, nor shall the Note otherwise contribute or give Crises to a pecuniary liability of the City or, to the extent permitted by law, any of the officers, employees and agents. No holder of the h Noteorall everrIer mre the right to compel thereon,or to enfelce exercise of taxing power of the City to pay payment thereofagainst any property of the City; and the Note shall not and the ttitcharge, Note char lien or encumbrance, legal or equitable, upon any property of the City; l not constitute a debt of the City within the meaning of any constitutional or statutory limitation. 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 the convenants of the City contained in the Note, the loan Agrement, the Construction Loan Agree- ment and the Buy -Sell Agreement shall be subject to all times to the availability of revenues under the Loan Agreement sufficient to pay all costs of sudn� onnance, and neither t�� nor its officers or agents shall rot be subject to any per pecuniary liability ARTICLE FIVE MISCELLANEOUS 5-1. Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or juris- dictions or in all jurisdictions or in all cases because it conflicts with any provisions or any constitution or statute or rule or public policy, or for any other reason, such circuustances shall not have the effect of rendering the provision in question or provisions herein inoperative le any any other case or circtmetanCe,or of rendering provisions contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity 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 csuch certified onstitute recitals of the City as to thcrrtificates and efcorrectness of all vstttements (contained therein. shallore furnished, 5-3. Registration of Resolution. The City Clerk is authorized and directed to cause a copy of this Resolution to be filed with the County Auditor of Washington Cotmty, and to obtain from said CountyAuditor be certificate that the Note as a bond of the City e been duly entered upon register. 5-4. Authorization to Execute Agreements. The forms of the proposed Loan Agreement, the Assignment of Iran Agreement and Construction Lost Agreement are herby approved in substantially the form hereto presented thC to the City Dam and the Mayor and City Clerk are authorized to execute the same in the name of and on behalf of the City and to so execute such other documents as Bond Counsel considers appropriate in correction with the issuance of the Note. In the event of the absence or disability of the Mayor or 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: April 8, 1980. Published: April 15, 1980 Attest 3 `` 1 ,e ,I,r w tyClerk • Mayor of the City of Stillwater • • •