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HomeMy WebLinkAbout7427 (Res.)• RESOLUTION NO. 7427 245, e • RESOLUTION NO. 7427 NOTE RESOLUTION BE P2 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 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 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 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: Meisterling, Orn & Powell Partnership, a general partnership, its successors, assigns, and any surviving, resulting or transferee business entity which may assume its obligations under the Loan Agreement; 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 Lender, relating to the disbursement and payment of Project Costs out of the Construction Fund for the acquisition of the Land and the construction and installation of the Improvements; • • • • • • • • Guarantors: collectively, Robert C. Mei sletlinichardM. Powell Janet Meiste Ting• Wayne A. Orn, Nancy Orn, and Marcia Powell; Guaranty: the personal guaranty to be executed by the Guarantors in favor of the Lender; Imgoanyetangibleepersonalstructures property,'�to beconstructed improvements, or including any 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; Leases: all leases now or hereafter affecting the Land; Lender: The First National Bank of Stillwater, in Stillwater, Minnesota, its successors and assigns; Loan Agreementragreement the to be exeofttthhe No the and loanthe for o City and the Borrower, providing thete of ppttheretohereof tmadeeinaccordancecwithnitsay amendments or supplements provisions; Mortgage: the Mortgage, Security Agreement and Fixture Financing Stoo tYhee Lenders, asexmortgagee, cuted by the emortgagee, securing gpayment of the mortgagor, Note and interest thereon; e Note Note: the $180,000 Commercial Project)• vtoelbemissuednt vbyen the Cityf 1984 Time Out Sports, pursuantto this Resolution and the Loan Agreement: Note Register: the reords kept by the City Clerk to provide for the registration of transfer of ownership of the Note; Plans and S eonandtinatallate plans of thedImpecifications ts on for Lan cowhichct o pproved by the Lender, together with such theLand, which are approved modifications thereof thetegf and additions thereto as are reasofor the nably determined of the Improvementsandeareeary or approvedebyr heeLender; 2 e • • 245' • • 4 Pledge Agreement: the agreement to be executed by the City and the Lender pledging and assigning the Loan Agreement t0 the Lender; Principal Balance: so much of the principal sum on the Note as remains unpaid at any time; Project: the Land and Improvements as they may at any time exist; Project Costs: the total of all "Construction Costs" and "Loan and Carrying Charges," as those terms are defined in the Loan Agreement; Resolution: this Resolution of the City adopted October 30, 1984, together with any supplement or amendment thereto. All references in this instrument 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 Authorisation. 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 3 • • `� • • 245 • • 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 Construction Loan Agreement, which documents specify the terms and conditions of the acquisition 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 industry and commerce so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; the,develop- ment 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 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 $180,000 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 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 tfnor orethe heta xitaxing gnpoowwers ers of the City is pledged for the payment thereon; and (7) The Note is an industrial development bond within the meanwithinitheb) of the exemptionlnternal Rprovideduender de and is tobeissuedsubparagraph 4 • • e • • • (A) of Section 103(b)(6)of the Codwith e nothing ;pect titoan aanlissue of $1,000,000 or less; provided d prevent the City from hereafter qualifying the Note under a different exemption awandlf, and to the consistent withrthet, such exemption objectsand purposes permitted by 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 Goan 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 Borrower, and without advertisement for bids as may be required Eor the construction and acquisition of municipaalacilities; and the City hereby ratifies, affirms, and approves heretofore taken by the Borrower consistent with and in anticipation of such authority and in compliance with the Plana and Specifications. 5 245 • • • • • • 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 $180,000 unless a duplicate Note is issued pursuant to Section 2-7. The Note shall be in substantially the following form: 6 • • • F • e • • fer UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF WASHINGTON CITY OF STILLWATER Commercial Development Revenue Note of 1984 (Time Out Sports, Inc. Project) $180,000 FOR VALUE RECEIVED the CITY OF STILLWATER, Washington County, Minnesota, (the "City") hereby promises to pay The First National Bank of Stillwater, in Stillwater, Minnesota, its successors or registered assigns (the "Lender"), from the source and in the manner hereinafter provided, the principal sum of ONE HUNDRED EIGHTY THOUSAND AND 00/100 DOLLARS for8the benefitsofmthe City and remains s may aunpaid ve nadvanced to or ouch thereof from time to time (the "Principal Balance"), with interest thereon at the rate or rates hereinafter set forth 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. From and after the datethIreand suntiuntil aDeceember 26, 1985 interest only shall be pa Interestshall mace under from and after the date of each and every calendarhe this Note shallmonth nnextand succeedingetheydate upon able on hwhiche sthet afirsty of tadvance is made, and on the first day of each and every month thereafter. 2. Monthly payments of $1,630.00 together with any additional interest payment as further r required n this 26, paragraph 2 shall be due and payable 1985 and continuing on the first day of every month thereafter to and including December 26, 2004 at which time the remaining Principal Balance and accrued interest shall be due e� nt payyable in full (the "Final Maturity Date"). The f $1,630.00 is calculated based on a Principal Balance of m180,000 with the shallReference never beRate less(as thanhereinafter $1,630.00ebut to) thehe monthly payment extent the Reference Rate (as hereinafter defined) exceeds 11.75% the Borrower shall pay monthly an additional payment the ieqal toi..75% attthedactualnReferenceifferece nRate ifsd iteexceedse11.75ce %. of 7 e �_ W • F • C145 e • • 3. Interest for any calendar month or portion thereof until December 26, 1985 shall be computed on the Principal Balance from and after the date hereof during such calendar month or portion thereof and interest accruing after December 26, 1985 shall be computed at a rate per annum equal to ate 75% of the Referen all changescin8the interest rrate chereunder to hanges from time to take time effect on the date of such change in the Prime Rate. Interest shall be computed on`the basis of a 360 day year, charged for the actual days elapsed in a year of 365 days. For purposes hereof, the term "Reference Rate" means the rate publicly announced as such by the First National Bankof aofunl Minneapolis or reasonably equivalent successor rate; lending rate schargedabFirst,ove, ooral Bank of below saidMReferenceeto Rate. other borrowers may be at, 4. In the event that the interest on this Note shall become subject to federal income taxation pursuant to a Determination of Taxability (as hereinafter defined), the interest rate on this Note shall be increased, retroactively effective from and after the Date of Taxay (as)hereinafter defined) to an annual rate equal to two percentis. of the Reference Rate of First National Bank fe Minneapolnd to The City shall immeditely upon andtppaayyto itotthe of Taxability r a each prior holder affected by such an amount equal to the amount by which the interest accrued retroactively at such increasedrate exceeds aom the Date the amountof Taxability to the date of payment tothe Lender and any such interest actually accrued and pa shall during said the paymentpinifull of the principal ofch obligation the o City this Note.) Upon a Determination of Taxability, the Lender -may declare the entire Principal Balance of this Note together with toacbecrueddue interest thereon ondatasucheretroactively increased rate 5. The terms "Determination of Taxability," "Date of Taxability" and "Notice of Taxability" as used herein. shall have the meanings ascribed to such terms in Section 4.07.0enof )the Loan Agreement, dated the date hereof (the "Loan A9 between the City and Neisterling, Orn 6 Powell Partnership (the "Borrower"). 6. The Lender shall give notice, as soon as sal such practicable, but in any event before the right appeal City and N otice of Taxability has expired, permi• tethe Borrower toscontest tlitigate Noriappeal ce of Tthe bsame yand of any at its sole expense. In the event any such contedt, litigation or appeal is undertaken, the increased interestyprovt ide the Lender in paragraph 1(c)(i) shall, nevertheless, 8 , • • • • • and, to the extent applicable, any prior holder and shall be held by the Lender and any such prior holder in escrow pending final disposition of such contest, litigation or appeal, provided that the Borrower shall indemnify and hold harmless the Lender and each such prior holder from any and all penalties, interest or other lliabilitiesrs waiceatthey may incur on account of such contest, 7. In any event, the payments hereunder shall be sufficient to pay all principal and interest duee, asrsuchny or service and interest atmaurity,ss upone, and tpayredemptionn. or otherwise. servicce charge, 8. If the Lender should not receive on the first day of any month all of the principal and interest then due on the Note, and if the City should continue to be ined in n arrears thouger the fifteenth day of such month, then, sums due hereunder, the Lender shall be entitled to receive on percents (4.00%)sof hesdelinquent principalhandeinteresequal tt.. four 9. Principal and interest 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. 10. 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 acquisition of real estate, and the construction of a retail facility thereon, pursuant to the Loan Agreement and this ltaand with NoteCissfurthirnis er isssued pursuant to and in full comp rticularly Chapter Ode Mina of theState of ndnpupto a resolution of the City Minnesota Statutes, and pursuant Council duly adopted on December 18, 1984 (the "Resolution"), 11. 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 orroweras Statement, andtheLender as even shbetween the mortgagee (the Borrower,mortgagor, "Mortgage"),Mortgage^)$ G a Guaranty of even date herewith from the Guarantors (as defined in the Loan Agreement) to the Len eren r (the Guaranty) and an Assignment of Leases and Rentsl date herewith. from the Boorrowerutoethet or to the f the (the ec"Asslg�nt of Leases and Rents"). this Note is subject to the terms and conditions of a 9 • • 1 • • • 245�. • a • • n Construction Loan Agreement of even date herewith among the Lender, the City and the Borrower (the "Construction Loan Agreement"). 12. The City, for itself, rtsesusuccessors orsi ance d assigns, hereby waives demand, presentment, p dishonor; and to the extent permitted by law, the Lender may extend interest and/or principal of 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 the Note is no oger exempt thffro inthe al Mfedeiafederal Date income tax. In no event,however, be extended beyond thirty (30) years from the date hereof. 13. This Note may be prepaid in whole or in part at any time without premium. 14. This Note is further subject to prepayment by the City, at any time, without a premium, in whole or in part, upon the occurrence of certain events of damage, destruction or ron of the property3of the Mort gagehe Mortgage, as specified in Section 2 15. In the event of prepayment of this Note, the Lender shall apply any such prepayment against the applicable prepayment premium, ifany, then against the accrued interest on the Principal Balance and finally against the final principal amounts due under the Note. The monthly paymeme due sbde under paragraph 1 hereof, shall continue to be due and pay in full until the entire Principal Balance and accrued ii interest due on this Note have been paid regardless of any pa prepayment made hereunder. 16. As provided in the Resolution and subject to certain limitations set forth therein, this Note is only transferable upon the City Clerk, by the Lenderbooks kin person Corybythis eagent ee of the duly authorised in writing, at the Lender's expense, upon surrender hereof together with a written instrument of transferLender or satisfactory to the City Clerk, duly executed by his duly authorized agent. Upon such transfer the City Clerk will note the date of registration and the name and address of 10 • • • • L the new registered Lender in the registration blank appearing below. The City may deem and treat the person in whose name the n the ks of the y suchote is last registrationnotedeondtheoNote, asothe absolutetownerh ch 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. 17. 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 Construction Loan 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. 18. 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, the Guaranty 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 oother her than nnthe eorevenues ueseand ndee proceeds pledged to the paymentthe extent to a pecuniary liability of the City or, to or employees, permitted by law, of any of its officers, agents and no holder of this Note shall ever have the right to compel any exercise of the taxing power of the City to pay t 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 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. 19. It is agreed that time is of the essence of this Note. I£ an Event of Default (as that term is defined in the Mortgage, the Assignment Of Leases and Rents, the Construction Loan Agreement or the Loan Agreement) shall occur, then the Lender shall have the right and option to declare, the 11 • • • r • 45' 1 • • w Principal Balance and accrued interest thereon, immediately due and payable, whereupon the same, plus any premiums or service char.:es, shall be due and payable, but solely from sums made available under the Loan Agreement, the Guaranty, the Construction Loan Agreement, the Assignment of Leases and Rents and the Mortgage. Failure to exercise such option at any time shall not constitute a waiver of the right to exercise the same at any subsequent time. 20. The remedies of the Lender, as provided herein and in the Mortgage, the Assignment of Leases and Rents, the Guaranty, the Loan Agreement, the Pledge Agreement and the Construction Loan 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. 21. The Lender shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the 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. 22. This Note has been issued without registration under state or federal 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. IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts and things required to exist, happen and be performed precedent to or in the issuance of this Note do exist, have happened and have been performed in regular and due form as required by law. 12 • • • • • • 245 } • • • IN WITNESS WHEREOF, the City has caused this Note to be duly executed in its name by the manual signatures of the Mayor and City Clerk and has caused the corporate seal to be affixed hereto, and has caused this Note to be dated December , 1984. Attest: (SEAL) City Clerk CITY OF STILLWATER, MINNESOTA 13 Mayor • 1 • • • • • • 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 Registered Owner The First National Bank of Stillwater 213 Chestnut Street Stillwater, MN. 55082 14 Signature of City Clerk • 1 • • • • • 2-2. The Note. The Note shall he dated as of the . ;e 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 authorisation of the City Council execute and deliver the Note. 2-4. Delivery of 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 nstruction Loan Agreement; (F) the Guaranty; (G) 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; 15 • • • r 4 • • • • • • (3) the opinion of Bond Counsel as to the validity and tax exempt statue of the Note; (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. 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 pro- visions 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. 2-6. 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 registration 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 authorized in writing, upon surrender of the Note together with a written instrument of transfer satisfactory to the City Clerk, duly executed by the Lender or its duly authorized agent. The following form of assignment shall be sufficient for said purpose. For value received hereby sells, assigns and transfers unto the within Note of the City of Stillwater, 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 that the transfer be made in accordance with the provisions of Section 2-9. Dated: 16 , Registered Owner • ►.. • • • • s 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 or lost, the City shall, if not then prohibited by law, cause to be executed and delivered, a new 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 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. 2-8. 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 price or interest and for all other purposes whatsoever, and the City shall not be affected by any notice to the contrary. 2-9. Limitation 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 • ARTICLR. 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 Mortgage, the Construction Loan Agreement, the Guaranty and the Assignment of Leases 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, the Pledge Agreement, the Mortgage, the Construction Loan Agreement, the Guaranty and the Assignment of Leases and Rents; and nothing in the Note or in this Resolution shall be considered as assigning, pledging or otherwise encumbering any other funds or assets of the City. 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 and delivered hereunder and in all proceedings of the City Council pertaining 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 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 obligationand of thelbe Cityavalid accordingdtontheceable special limited 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 Construction Loan Agreement, upon request of the Lender and being indemnified to the satisfaction of the Authority for all le • • • • • • • • 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 Construction Loan Agreement and subject to Section 3-4. 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 toany 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 shal of the aveyl ever have the te right thto compel any exercise of the taxing pow orce against te or y property ofythen, or to City otherfthan thement thereof revenues 9 any property 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 Construction Loan Agreement, the Guaranty 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 Construction Loan Agreement shall be subject at all times to the availability litytoofsuchvenues.under thee Loan Agreement sufficient to pay all y shall to any personal and or the enforcement thereof, or pecuniarylabilitythe tthereon, not be subject 19 • • • • • ARTICLE POUR MISCELLANEOUS 4-1. 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 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. Authorisation to Execute Agreements. The forme of the proposed Loan Agreement, the Pledge Agreement, the Construction Loan Agreement, the Guaranty, 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 be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may ba 20 • • • • • • necessary and appropriate and approved by Bond Counsel prior to the execution of the documents, and the Mayor and City Clerk of the City are authorized to execute the Loan Agreement, the Pledge Agreement and the Construction Loan 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 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 ts andadocd documents required to be done or executed by lcis officers. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusivwithetheterms eevidence the happproval of such documents in a Adopted: December 18, 1984 Published: December 27, 1984 Attest: m gtoti Mayor