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HomeMy WebLinkAbout7379 (Res.)• 211\ • • twi n RESOLUTION NO. 7379 NOTE RESOLUTION INDUSTRIAL REVENUE BONDS - PENTE INVESTMENT COMPANY 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 terms used herein, unless the context hereof shall require otherwise shall have the following meanings, and any other terms defined in the Loan Agreement shall have the same meanings when used herein as assigned to than in the Loan Agreement unless the context or use thereof indicates another or different meaning or intent. Acts the. Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474, as amended; Assignment of Leases and Rents: the agreement to be executed by the Borrower assigning all the leases, rents, issues and profits derived from the Project to the Lender to secure the repayment of the Note and interest thereon; Bond Counsel: the fins 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: Pente Investment Company, a Minnesota general partnership, its successors, assigns, and any surviving, resulting or transferee business entity which may assume its obligations under the Loan Agreement; C: the City of Stillwater, Minnesota, its successors and assigns; Disbursing Fund: the fund established by the City pursuant to this Resolution and into which the proceeds of the Note will be deposited; Disbursing Agreement: the agreement to be executed by the City, the Borrower and the Lender, relating. to the disbursement and payment of Project Costs out of the Disbursing Fund for the construction and installation of the Isprovenents; • • • • • • .mprvemen ots: the structures and othet 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 ascribed in Exhibit A attached to the Loan Agreement; Lender: Cosmopolitan State Bank, Stillwater, Minnesota, its successors and assigns; Lean Acreement: the agreement to be executed by the City and the Borrower, providing for the issuance of the lotteeiand the me loan of the ppentthereof theret tmadethe in accordance with its any amendments or supplements provisions: Mort a e: the Mortgage, Security Agreement and Fixture Financing Statement to be executed ddab morte gagee, owng payment, as of the mortgagor, to the Lender, as Note and interest thereon; Note: the $300,000 Commercial Development iRevenRevenue eyNote ote of 1984 Petite Investment Company Project), be City pursuant to this Resolution and the Loan Agreement; Note R ister: the records kept by the City Clerk to provide r the registration of transfer of ownership of the Note: Plans and Specifications: the plans and specifications for the construction and installation of the Iapovementerts such on the Land, which are approved by the Lender, tog modifications thereof and additions thereto as are reasonably for the omprleettion bolf the Imprthe ovementsr to are e sapproved by the ary or eLender; P1 e A regiment: the agreement to be executed by the City rWander pledging and assigning the Loan Agreement to the Lender: Principal Balance: so much of the principal sum on the Note as remains unpaid at any time; Pat: the Land and Improvements as they may at any time exist: 2 • • • • 4 • e • 4 Protect Costs: the total of all "Construction Costs" and "Loan and Carrying Charges," as those terms are defined in the Loan Agreement; Resolution: thia Resolution of the City adopted September. 1984, together with any supplement or amendment thereto. All references in this instrument to designated "Articles," "Sections" and othersubdivisions 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 referred to, and to issue and sell the Note 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 expressed 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 fully 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 execution of the Loan Agreement, the Pledge Agreement, the Note and the Disbursing Agreement, which documents specify the terms and conditions of the acquisition and financing of the Improvments 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 s • • • • • • r-% to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; the develop - meant 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 thus preserving the economic and human resources needed as a base for providing governmental services and facilities; the provision of acces- sible employment opportunities for residents in the area; the expansion of an adequate tax base to finance the cost of governmental services, including educational services for the school district serving the community in which the Project is situated; (4) the amount estimated to be necessary to partially 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 $300,000 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 partially financing the Improvements to be included in 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 taxing 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 spaanqgraph (A) of Section 103(b)(6) of the Code with respect to an 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 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 • • • • • • roN 0 sat forth in the Disbursing Agreement, to provide for the construction and installation of the Improvements to be included in the Project pursuant to the Plans and Speci- fications by such means as shall be available to the Borrower and in the manner 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. 5 11 • • • fl 4 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, omissions 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 5300,000 unless a duplicate Note is issued pursuant to Section 2-7. The Note shall be in substantially the following form: 6 • • • s • UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF WASHINGTON CITY OF STILLWATER Commercial Development Revenue Note of 1984 (Pente Investment Company Project) $300,000 FOR VALUE RECEIVED the CITY OF STILLWATER, Washington County. Minnesota (the "City") hereby promises to pay COSMOPOLITAN STATE BANK, in Stillwater, Minnesota, its successors or registered assigns (the Lender"), from the source and in the manner hereinafter provided, the principal sum of THREE HUNDRED THOUSAND AND NO/100 DOLLARS ($300,000.00), or so much thereof as remains unpaid from time to time (the 'Principal Balance"), with interest thereon at the rates set forth below, in any coin or currency which at the time 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 hereinafter set forth. 1. The Principal Balance and interest on this Note shall accrue and be payable as follows: (a) Interest from and after the date hereof shall accrue at an annual rate equal to 758 of the Reference Rate (the rate of interest publicly announced by The First National Bank of Saint Paul from time to time as its reference rate, the Lender may lend to its customers at rates that are at, above or below the Reference Rate). The interest rate hereunder shall change annually on January 1 of each year and shall be based on the Reference Rate in effect as of the preceeding December 1. The interest rate from the date hereof to and including December 31, 1984 shall be based on the Reference Rate in effect on the date hereof. (b) Payments. (i) On October 1, 1984, interest only shall be paid on the Principal Balance at the rate set forth above. 7 e • `i • e • 410 (ii) On November 1, 1984 And on the first day of each and every month thereafter to and including September 1, 2004 (the "Final Maturity Date'), there shall be payable to the Lender install- ments of principal and interest in an amount equal to the amount which would be due assuming a monthly amortisation of a loan in the principal amount of $300,000 at an interest rate equal to the interest rate then in effect under this Note. (iii) Payment of the Principal Balance and all unpaid accrued interest hereon and all indebtedness hereunder shall be due and payable on the Final Maturity Date or such earlier date as the maturity of this Note may be accelerated pursuant to the terms of this Note. (iv) All payments hereunder shall be applied first to interest and then to principal. 2. Notwithstanding the foregoing, in the event that the interest on this Note becomes subject to federal income taxation pursuant to a "Determination of Taxability" as defined in the Loan Agreement of even date herewith (the "Loan Agree- ment") between the City and Pente Investment Company, a Minnesota general partnership (the "Borrower"), the interest rate on this Note shall be increased to a rate per annum equal to 1/21 in excess of the Reference Rate (the "Taxable Rate") (which Taxable Rate shall be adjusted annually as set forth in paragraph 1(a)) rectroactively effective from and after, the "Date of Taxability", as defined in the Loan Agreement, and the City shall forthwith pay to the Lender the aggregate difference between (A) the amounts actually paid between the 'bate of Taxability" and the date of such payment and (B) the amounts that would have been paid pursuant to paragraphs 1(a) and (b) during such period at the Taxable Rate. 3. In any event the payments hereunder shall be sufficient to pay all principal and interest due, as such principal and interest becomes due, and to pay any premium or service charge, at maturity, upon redemption, or otherwise. Interest shall be computed on the basis of a 360 day year, but charged for the actual number of days elapsed. 8 e • • s • • 4. Principal and interest and premium or service charge due hereunder shall be payable at the principal office of the Lender, or at such other place as the Lender may designate in writing. 5. This Note is issued by the City to provide funds for a project, as defined in Section 474.02, Subdivision la, Minnesota Statutes, consisting of the construction of a professional office building, 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 of Minnesota, particularly Chapter 474, Minnesota Statutes, and pursuant to a resolution of the City Council duly adopted en September 18, 1984 (the "Resolution"). 6. This Note is secured by a Pledge Agreement of even date herewith by the City to the Lender (the "Pledge Agreement"), a Mortgage, Security Agreement and Fixture Financing Statement, of even date herewith between the Borrower, as mortgagor, and the Lender as mortgagee (the "Mortgage"), and an Assignment of Leases and Rents. of even date herewith, from the Borrower to the Lender (the "Assignment of Leases and Rents"). The proceeds of the Note shall be placed in the Disbursing Fund established pursuant to the Resolution and the Disbursing Agreement of even date herewith among the Lender, the City and the Borrower (the "Disbursing Agreement") and the disbursment of the proceeds of this Note from the Disbursing Fund is subject to the terms and conditions of the Disbursing Agreement. 7. The City, for itself, its successors orsianof dishonor; and assigns,hereby waives demand, presentment, protest dishonor; and to the extent permitted by law, the Lender may extend interest and/or principal or any service charge or premium due on this Note, including the Final Maturity Date, or release any part or parts of the property and interest subject to the Mortgage or to any other security document from the same, all without notice to or consent of any party liable hereon or thereon and without releasing any such party from such liability and whether or not as a result thereof the interest on *he Note is no longer exempt from the Federal income tax. to no event, however, may the Final Maturity Date be extended beyond thirty (30) years from the date hereof. 8. This Note may be prepaid in whole or in part at any time without premium. 9 s • • • • • • r1 w 9. In the event of prepayment of thjs Note, the Lender shall apply any such prepayment first against the accrued interest on the Principal Balance and then against the final principal amounts due under the Note. The monthly payments due under paragraph 1 hereof, shall continue to be due and payable in full until the entire Principal Balance and accrued interest due on this Note have been paid regardless of any partial prepayment made hereunder. 10. As provided in the Resolution and subject to certain limitations set forth therein, this Note is only 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 Clerk 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 last registered upon the books of the City with such registration noted on the Note, as the absolute owner hereof, whether or not overdue, for the purpose of receiving payment of or on 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 extent of the sum or sums so paid, and the City shall not be affected by any notice to the contrary. 11. All of the agreements, conditions, covenants, provisions and stipulations contained in the Resolution, the Mortgage, the Assignment of Leases and Rents, the Loan Agreement, the Pledge Agreement and the Disbursing Agreement are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. 12. This Note and interest thereon and any service charge or premium due hereunder are payable solely from the revenues and proceeds derived from the Loan Agreement, the Mortgage and the Assignment of Leases and Rents, 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 permitted by 1D • • • • • • NIO 1V� law, of 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 hisrNotNote aorithe e any interest thereon, or to enforce payment 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 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. If an Event of Default (as that term is defined in the Mortgage, the Assignment of Leases and Rents, the Disbursing Agreement or the Loan Agreement) shall occur, 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, whereupon the same, plus any premiums or service charges, shall be due and payable, but solely from sums made available under the Loan Agreement, the Disbursing Agreement, the Assignment of Leases and Rents and the Mortgage. Failure to exercise such option at any time shall not con:rtitute a waiver of the right to exercise the same at any subsequent time. 14. The remedies of the Lender, as provided herein and in the Mortgage, the Assignment of Leases and Rents, the Loan Agreement, the Pledge Agreement and the Disbursing Agreement, are not exclusive and shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion 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 construed as a waiver or release thereof. 15. The Lender shall not be deemed, by any act of emission or commission, 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 remedy as to a subsequent event. 16. This Note has been issued without registration under state or federal or other securities. laws, pursuant to an 11 e • • • • e exemption for such issuance; and accordingly 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 an applicable exemption from such registration requirements. IT IS HERESY CERTIFIED AND RECITED that all conditions, acts and things required to exist, happen and be performed precedent to or in the issuance of this Note do exist, have happened and have been performed in regular and due form as required by law. IN WITNESS WHEREOF, the City has caused this Note to be duly executed in its name by the manual signatures of the Mayr affixednd City hereto, Clerk hasand causedcaused this Notetocorporate be dated seal to be, dated September _, 1984. Attest: (SEAL) City Clerk CITY OF STILLWATER, MINNESOTA 12 Mayor m s • • • ra 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 name of the holder last noted below. Date of Registration Name and address Signature of Registered Owner Clerk Cosmopolitan State Bank 101 South Main St. September , 1984 Stillwater, MN 55082 13 • • • 1 • • 2-2. The Note. The Note shall be dated as of the date of delivery, shall be payable at the times and in the manner, shall bear interest at the rate, 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 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 had remained in office until delivery. 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 execute and deliver the Note. 2-4. Delivery of Initial Note. Before delivery of the Note there shall be filed with the Lender (except to the extent waived by the Lender) the following items: (1) an executed copy of each of the following documents: (A) the Loan Agreement; (B) the pledge Agreement; (C) the Mortgage; (D) the Assignment of Leases and Rents; (E) the Disbursing Agreement; (Si a Cost Certificate signed by the Borrower certifying the use of the proceeds of the Note. (2) an opinion of Counsel for the Borrower as prescribed by Bond Counsel: (3) the opinion of Bond Counsel as to the validity and tax exempt status of the Note; 14 • • 1 • • • • • (4) 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 may reasonably require for the closing. 2-5. Disposition of Note Proceeds. (1) There is hereby established with the Lender a Disbursing Fund to be held by the Lender as a separate account of the City as provided in the Disbursing Agreement. Upon delivery of the Note to Lender, the proceeds of the Note shall be credited to the Disbursing Fund held by the Lender on behalf of the City, at which time the entire principal amount of the Note shall be deemed advanced, and the Lender shall, on behalf of the City, disburse funds from the Disbursing Fund 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 Disbursing Agreide the City with a fullllent. The accounting ofeall r rfuns disbursed forrower shall ur Project Costs. (2) Any surplus in the Disbursing Fund shall be applied towards the prepayment of the Note as provided in the Disbursing Agreement and shall not be invested to produce a yield greater than the yield on the Note, as required by Internal Revenue Service Procedure 79-5, Revenue Procedure 81-22 and 26 CFR 601-201 (and any subsequent amendments, modifications or replacements thereof). 2-6. 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 regiezration of transfers of ownership of the Note. The Note shall be initially registered in the name of the Lender and shall be transferable upon the Note Register by the Lender in person or by its agent duly authorised in writing, upon surrender of the Note together with a written instrument of transfer satisfactory to the City Clerk, duly executed bthe duly following form ofeassignsmentnder or sshall authorized besufficient for said purpose: For value received hereby sells, assigns and transfers unto the within Note of the City of Stillwater, 15 s • 1 • • Minnesota, and does hereby irrevocably constitute and appoint attorney to transfer said Note on the books of said City with full power of substitution in the premises. The undersigned certifies thathetthe provisionsfer be mde iof Section 2-9aaccordance with of the resolution authorising said Note. Dated: Registered Owner 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. 2-7. Mutilated, Lost or Destroyed Note; In case any Note issued hereunder shall become mutilated or be destroyed,causeor t beost, the executedcity shall, if and delivered, not a new prohibited byutw Note of like outstanding principal amount, number 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 with indemnity satisfactory to it. If the mutilated, destroyed or lost Note has led for re ption withaitsady termstited or shallbeen not belnecessary tissue a n accordance new Note prior to payment. 2-8. Ownership of Note. The City may deem 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 such Note shall be overdue, as the absolute owner of such Note for the purpose of receiving payment of or on account of the Principal Balance, redemption ther oses n City shallest notand for all be affected bye any notice towhatsoever, the contrary. 16 • • v w • • • 2-9. Citation on Note Transfers. The Note has been issued without registration under state or other securities laws, pursuant to an exemption for such issuance; and accordingly 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 an applicable exemption from such registration requirements. 17 A • • • • lest ARTICLE THREE GENERAL COVENANTS 3-1. 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, solely from the source and in the manner provided herein and in the Note. The principal and interest are payable solely from and secured by revenues and proceeds derived from the Loan Agreement, the Pledge Agreement, the andMortgage, the Rents, whichsrevenuesg Aad proce proceeds t and are e hereby specifically signment of s pledged to the payment thereof in the manner and to the extent specified in the Note, the Loan Agreement, the Pledge Agreement, the Mortgage, the Disbursing Agreement and the Assignment of Leases and Rents; and nothing in the Note pledgingr in or oResolution shall consideredas orassetsof the City. ssg otherwise encumbering ing any other 3-2. 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 executed, authenticated ate' delivered hereunder and in all proceedings of the City Counc: -'ertaining thereto; that it is duly authorized under the Const__ution 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 set forth 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 been duly and effectively taken; and that the Note in the hands of the Lender is and will be a valid and enforceable special limited obligation of the City according to the terms thereof. 3-3. Enforcement and Performance of Covenants. The City agrees to enforce all covenants and obligations of the Borrower under the Loan Agreement and Disbursing Agreement, upon request of the Lender and being indemnified to the satisfaction of the Authority for all expenses and claims arising therefrom, and to perform all covenants and other provisions pertaining to the City contained in the Note, the Loan Agreement and the Disbursing Agreement and subject to Section 3-4. 18 • • • • 3-4. Nature of Security. Notwithstanding anything contained in the Note, the Mortgage, the Assignment of Leases and Rents, the Loan Agreement, the Pledge Agreement or any other document referred to in Section 2-4 to the contrary, under the provisions of the Act the Note may not be payable from or be a charge upon any funds of the 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 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 compelany exercise of the `axing power of the City to pay the Note or the interest thereon, or to enforce payment thereof against any property of the City other than the revenues pledged under the Pledge Agreement; and the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property 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 of the Lender to enforce the covenants made for the security thereof as provided in this Resolution, the Loan Agreement, the Pledge Agreement, the Mortgage, the Assignment of Leases and Rents, the Disbursing 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 other provisions contained in the Note, the Loan Agreement, the Pledge 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 or the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability thereon. 19 e • 4 • 41 ARTICLE FOUR MISCELLANEOUS 4-1. Sevarability. If any provision of this Resolution shall be held or deemed to be br shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein 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. 4-2. 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 constitute recitals of the City as to the correctness of all statements contained therein. 4-3. 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 County, and to obtain from said County Auditor a certificate that the Note as a bond of the City has been duly entered upon his bond register. 4-4. Authorization to Execute Agreements. The forms of the proposed Loan Agreement, the Pledge Agreement, 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, together with such additional details therein as may necessarybe appropriate such deletionstherefrom andadditionshereomodifications as may be necessary 20 a • • • • s and appropriate and approved by Bond Counsel prior to the execution of the documents, and the Mayor and Clerk of the City are authorized 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 consider appropriate in connection with the issuance of the Mote. In the event of the absence or disability of the Mayor or the City Clerk such officers of the City ae, in the opinion of the City Attorney. may act in their behalf, shall without further act or authorization of the City Council do ell things and execute all instruments and documents required to be dous or executed by such absent or disabled officers. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. Adopted: September 18, 1984 Attest: C ty Clerk 21 A AI.../ e City or Stillwater • • •