HomeMy WebLinkAboutRES 80-034 RESOLUTION RELATING TO A $780,000 COMMERCIAL DEVELOPMENT REVENUE NOTE; AUTHORIZING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES, CHAPTER 474 Meeting Sheet
IIIIII VIII VIII VIII VIII III�I IIII I II
102765
Box: 23
Folder: RES 1980
Document: RES 80-034 RESOLUTION RELATING TO A $780,000
COMMERCIAL DEVELOPMENT REVENUE NOTE; AUTHORIZING THE
ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES, CHAPTER
474
CERTIFICATION OF MINUTES RELATING TO
$780 , 000 COMMERCIAL DEVELOPMENT REVENUE NOTE
(Special Partnership Project)
Issuer : City of St. Anthony, Minnesota
Governing Body : City Council
Kind, date, time an place of meeting : A
meeting held on eZ , 1979, a 41 .
s.:
o 'clock f.m. , at ,
Qt Anthony; rinnesota. t..
Members present : 00
6"aGea
Members absent :
Documents Attached :
Minutes of said meeting (pages) :
RESOLUTION NO. 80-034
RESOLUTION RELATING TO A $780 , 000 COM-
MERCIAL DEVELOPMENT REVENUE NOTE;
AUTHORIZING THE ISSUANCE THEREOF PURSU-
ANT TO MINNESOTA STATUTES, CHAPTER 474
•
I, the undersigned, being the duly qualified and
acting recording officer of the public corporation issuing
the bonds referred to in the title of this certificate ,
certify that the documents attached hereto, as described
above, have been carefully compared with the original
records of the said corporation in my legal custody , from
which they have been transcribed; that said documents are
a correct - and complete transcript of the minutes of a
meeting of the governing body of said corporation, and
correct and complete copies of all resolutions and other
actions taken and of all documents approved by the
governing body at said meeting , so far as they relate to
said bonds ; and that said meeting was duly held by the
governing body at the time and place and was attended
throughout by the members indicated above , pursuant to
call and notice of such.,meeting given as required bylaw.
WITNESS my hand officially as such recording
officer this";U_l day of 1980 .
S 'gnature
Caroll Lou Johnson , City Clerk-Treasurer
Name and Title
• Member n t r o d u c e d the
following resolution and moved its adoption :
RESOLUTION NO. 80-034 :
RESOLUTION RELATING TO $780 , 000 COMMER-
CIAL DEVELOPMENT REVENUE NOTE; AUTHORI-
ZING THE ISSUANCE THEREOF PURSUANT TO
MINNESOTA STATUTES, CHAPTER 474
BE IT RESOLVED by the City Council of the City of St.
Aiithony;'„ Minnesota, as follows :
Section 1. Definitions. In this Resolution the following
terms , when used with initial capital letters, have the
following respective meanings unless the context hereof or
use herein clearly requires otherwise :
Act: the Minnesota Municipal Industrial
Development Act, Minnesota Statutes, Chapter 474, as
amended;
• Borrower : Special Partnership, a Minnesota
general partnership, its successors and assigns ;
City: the City of St. Anthony, Minnesota, its
successors and assigns ;
Equipment : all equipment, machinery, furnishings
and other personal property at any time owned by the
Borrower located on or about or used in connection with
.the Land and Improvements, together with all accessions
thereto and the replacements and proceeds thereof ;
Improvements : 35, 000 square foot warehouse and
office facility to be constructed on the Land by the
Borrower in accordance with the Plans and Specifications,
together with all related facilities;
Land: the real estate described in Exhibit A to
the Mortgage;
Lender : First National Bank of Minneapolis,
Minneapolis, Minnesota, its successors and assigns ;
Loan: the Loan of the proceeds of the Note to be
made by the City to the Borrower pursuant to the terms of
• Section 3. 01 of the Loan Agreement;
Loan. Agreement: the Loan Agreement to be
executed by the City and the Borrower ;
Mortgage : the Mortgage and Security Agreement
and Fixture Financing Statement between the Borrower , as
. Mortgagor , and the Lender , as Mortgagee, of even date
herewith, including any amendment thereof or supplement
thereto in accordance with the provisions thereof ;
Note : the Commercial Development Revenue Note
(Special Partnership Project) to be issued by the City
pursuant to this Resolution, to evidence the Loan of up to
$780 , 000 to be made by the Lender to the City;
Pledge Agreement : the Pledge Agreement, to be
executed by the City and by the Lender ;
Project: the Land, the Improvements, the
Equipmentawn the Fixtures as they may at any time exist;
Other Terms : Unless the context hereof clearly
requires otherwise—, the terms defined in Section 2 of the
Loan Agreement shall, when used with initial capital
letters herein, have the meanings ascribed to them in the
Loan Agreement. Without limiting the generality of the
foregoing , the terminology used herein may include the
following terms as defined in the Loan Agreement: Act;
Assignment Date ; City; Code ; Commitment; Completion Date;
Construction Costs ; Construction Loan Agreement; Counsel ;
Equipment; Event of Default ; Fixtures; Improvements ; Land;
Lease ; Lease Assignment ; Lender ; Loan; Loan Agreement;
Loan and Carrying Charges ; Mortgage; Note ; Partnership;
Permanent Lender ; Permitted Encumbrances; Person; Plans
and Specifications ; Pledge Agreement; Project; Project
Costs ; Resolution; and Subcontractor.
Section 2. Findings. It is hereby found and declared
that:
(a) The Project constitutes a "project"
authorized by Section 474. 02, subdivision la, of the Act.
(b) The purpose of the Project is, and 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
the emergence of or to rehabilitate, so far as possible,
blighted and marginal lands and areas of chronic
unemployment; the retention of industry to use the
available resources of the community in order to retain
•
-2-
• the benefit of its existing investment in educational and
public service facilities ; halting the movement of
talented, educated personnel of mature age to other areas
and thus preserving the economic and human resources
needed as a base for providing governmental services and
facilities ; more intensive development of land available
in the community to provide an adequate and better
balanced tax base to finance the increase in the amount
and cost of governmental services.
(c) The Project when completed will add to the
tax base of the City, and will accordingly be of direct
benefit to the taxpayers of the City as well as those of
the County and School District in which the Project is
located.
(d) The Project has been approved by the
Commissioner of Securities of the State of Minnesota as
tending to further the purposes and policies of the Act.
(e) The financing of the Project, the issuance
and sale of the Note, the execution and delivery of the
Construction Loan Agreement; Loan Agreement and the Pledge
Agreement and the performance of all covenants and agreements
of the City contained in the Note, the Construction Loan
• Agreement, the Loan Agreement, the Pledge Agreement and
of all other acts and things required under the Constitution
and laws of the State of Minnesota to make the Note, the
Construction Loan Agreement, the Loan Agreement and the
Pledge Agreement valid and binding obligations of the City
enforceable in accordance with their terms , are authorized
by the Act.
(f) It is desirable that the Note in the maximum
principal amount of $780, 000 be issued by the City upon
the terms set forth herein, and that the City assign its
interest in the Loan Agreement and grant a security
interest therein to the Lender as security for the payment
of the principal of and interest and premium, if any, on
the Note.
(g) The loan payments required by the Loan
Agreement are fixed , and required to be revised from time
to time as necessary, so as to produce income and revenue
sufficient to provide for prompt payment of principal of
and interest on the Note issued under this Resolution when
due, and the Loan Agreement also provides that the
Borrower is required to pay all expenses of the operation
and maintenance of the Project including, but without
limitation, adequate insurance thereon and all taxes and
•
-3-
• special assessments levied upon or with respect to the
Project payable during the term of the Loan Agreement.
(h) Under the provisions of Minnesota Statutes,
Section 474. 10 , and as to be provided in the Note, the
Note is not to be payable from nor charged upon any funds
of the City other than the revenue under the Loan
Agreement pledged to the payment thereof ; the City is not
subject to any liability thereon; no Holder of the Note
shall ever have the right to compel any exercise of the
taxing power of the City to pay the Note or the interest
thereon , nor to enforce payment thereof against any
property of the City except the Project, or portions
thereof , mortgaged or otherwise encumbered by the
Mortgage ; the Note issued hereunder shall recite that the
Note, including interest thereon, is payable solely from
the revenue under the Loan Agreement pledged to the
payment thereof ; and the Note shall not constitute a debt
of the City within the meaning of any constitutional,
statutory or charter limitation ; provided, however , that
nothing contained in this paragraph (h) shall impair the
rights of the Holder or Holders of the Note to enforce
covenants made for the security thereof as provided in
Minnesota Statutes 474. 11.
• Section 3. Authorization and Sale.
3. 1. Authorization. The City is authorized by the Act to
issue revenue bonds and loan the proceeds thereof to
business enterprises to finance the acquisition and
construction of "projects" as defined in the Act, and to
make all contracts, execute all instruments and do all
things necessary or convenient in the exercise of such
authority.
3. 2. Preliminary City Approval. By preliminary
resolution duly adopted by the Council on July 24, 1979,
this Council approved the sale of industrial development
revenue bonds pursuant to the Act and the loan of the
proceeds to the Borrower for the construction of the
Project and authorized the preparation of such documents
as may be appropriate to the Project. The Note
constitutes an industrial development revenue bond in
contemplation of the Act and said preliminary resolution.
3. 3. Approval of Documents. Pursuant to the above , there
have been prepared and presented to this Council copies of
the following documents , all of which are now, or shall
be, placed on file in the office of the City
Clerk-Treasurer :
•
-4-
• (a) the Construction Loan Agreement;
(b) the Loan Agreement;
(c) the Pledge Agreement;
(d) the Mortgage ;
(e) the Lease Assignment ; and
(f) the Note.
The forms of the documents listed in (a) through (f) above
are approved , with such variations , insertions and
additions as are deemed appropriate by 'the parties and
approved by the City Attorney.
Section 4. Authorizations. Upon the completion of the
Construction Loan Agreement, the Loan Agreement and the
Pledge Agreement, approved in Section 3. 3 hereof, and
execution thereof by the Borrower and the Lender , as the
case may be, the Mayor and the City Manager shall execute
the same on behalf of the City and shall execute the Note
in substantially the form as set forth in Exhibit A
attached hereto on behalf of the City, and shall execute
such other certifications, documents or instruments as
bond counsel or counsel for the Lender shall require,
subject to the approval of the City Attorney, and all
certifications, recitals and representations therein shall
constitute the certificates, recitals and representations
of the City. Execution of any instrument or document by
one or more appropriate officers of the City shall
constitute , and shall be deemed the conclusive evidence
of, the approval and authorization by the City and the
Council of the instrument or document so executed. In the
absence or disability of the Mayor , any of the documents
authorized by this resolution to be executed, shall be
executed by the acting Mayor, and in the absence of the
City Manager , by such officer of the City who, in the
opinion of the City Attorney, may execute such documents.
Section 5. The Note.
5. 1. Form and Authorized Amount of Note. The Note shall
be issued substantially in the form set forth in Exhibit A
attached hereto and made a part hereof, with such
appropriate variations, omissions and insertions as are
permitted or required by this resolution, in the maximum
principal amount of $780 , 000, or so much as may be
advanced thereunder in payment of Project Costs. The
•
-5-
terms of the Note are set forth in Exhibit A attached
hereto, and such terms, including but not limited to
interest rate , dates and amount of payment of principal
and interest and prepayment privileges, are incorporated
by reference herein.
5. 2. Execution. The Note shall be executed on behalf of
the City by the signatures of the Mayor and the City
Manager , and shall be sealed with its corporate seal. In
case any officer whose signature shall appear on the Note
shall cease to be such officer before the delivery
thereof, such signatures shall nevertheless be valid and
sufficient for all purposes.
5. 3. Mutilated, Lost and Destroyed Note. In case the
Note shall become mutilated or be destroyed or lost, the
City shall cause to be executed and delivered a new Note
of like outstanding principal amount and tenor in exchange
and substitution for and upon cancellation of the
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, and in case the Note is destroyed or lost, its
filing with the City evidence satisfactory to it of such
destruction or loss.
• 5. 4 . Assignment. The City will cause to be kept at the
office of the City Clerk-Treasurer a Note Register in
which, subject to such reasonable regulations as it may
prescribe , the City shall provide for the registration or
transfer of ownership of the Note. This Note is
transferable upon the Note Register by the registered
Holder thereof, upon surrender of the Note together with a
written instrument of transfer satisfactory to the City
Clerk-Treasurer , duly executed by the registered Holder or
its duly authorized attorney. Upon such transfer , the
City Clerk-Treasurer will note the date of registration
and the name and address of the new registered Holder in
the Note Register and in the registration blank appearing
on the Note. The City may deem and treat the person in
whose name the Note is last registered upon the Note
Register , with such registration noted on the Note , as the
absolute owner thereof , whether or not the principal
balance or any part thereof is overdue , for the purpose of
receiving payment of or on account of the principal
balance , 'interest and for all other purposes ; all such
payments so made to the registered Holder or upon its
order shall be valid and effectual to satisfy and
discharge the liability upon this Note to the extent of
the sum or sums so paid , and the City shall not be
affected by any notice to the contrary.
-6-
• 5. 5. Delivery and Use of Proceeds. Prior to delivery of
the Note, the documents referred to in Section 3. 3 hereof
shall be completed and executed in form and substance as
approved by the City Attorney. The City shall execute and
deliver the Note to the Lender , together with a duly
certified copy of this Resolution, original, executed
counterparts of the Construction Loan Agreement, the Loan
Agreement and the Pledge Agreement, and such closing
certificates, opinions and related documents as are
required by Dorsey, Windhorst, Hannaford, Whitney &
Halladay, bond counsel.
Upon delivery of the Note and the above items to
the Lender , the Lender shall, on behalf of the City,
disburse to the Borrower the proceeds of the Note in
reimbursement of Project Costs pursuant to the provisions
of the Construction Loan Agreement, the Loan Agreement and
the Pledge Agreement, and the proceeds so disbursed shall
be deemed to have been disbursed for the benefit of the
City. The Lender or the Borrower shall provide the City
with a full accounting of all funds disbursed for Project
Costs.
Section 6. Limitations of the City ' s Obligations.
Notwithstanding anything contained in the Note , the
• Construction Loan Agreement, the Loan Agreement, the
Pledge Agreement , or any other documents referred to in
Section 3. 3, the Note shall not be payable from nor
charged upon any funds of the City other than the revenue
under the Loan Agreement pledged to the payment thereof,
nor shall the City be subject to any liability thereon.
No Holder or Holders of the Note shall ever have the right
to compel any exercise of the taxing power of the City to
pay the Note or the interest thereon, nor to enforce
payment thereof against any property of the City except
the Project, or portions thereof, mortgaged or otherwise
encumbered by the Mortgage. The Note shall not constitute
a charge, lien, or encumbrance, legal or equitable , upon
any property of the City, except the Project, or portions
thereof, mortgaged or otherwise encumbered by the
Mortgage. The Note, including interest thereon, is
payable solely from the revenue under the Loan Agreement
pledged to the payment thereon. The Note shall not
constitute a debt of the City within the meaning of' any
constitutional , statutory or charter limitation. However ,
nothing contained in this Section 6 shall impair the
rights of the Holder or Holders of the Note to enforce
covenants made for the security 'thereof as provided under
the provisions of Minnesota Statutes , Section 474. 11.
-7-
• dopted by the Council this �3 day
of , 1980.
Ma or
Attest :
I
City Clerk-Tr&surer
The motion for the adoption of t 11
foregoing
resolution was duly seconded by MemberA��
,
and upon vote being taken thereon, the following voted in
favor thereof :
and the following voted against the same :
/07LX�
whereupon said resolution was declared duly passed and
adopted.
-8-
Exhibit A
UNI• F1) STATES 01' A1•IIiI%ICA
STATL•: Uf MINNESOTA
• COUNTY OF III:NNEP1N
Cl'1'y OF ST. ANTHONY
No. R-1 $780,000.00
Lrdustrial Development Revenue Note.
(Special Partnership Project)
The City of St. Anthony, Minnesota, a municipal corporation in the County
of Hennepin and State of Minnesota (the "City"), for value received, hereby
promises to fray to the order of First National Bank of Minneapolis, a national
banking association, or its registered assigns, (the "Holder") at its principal office
at 120 South Sixth Street, Minneapolis, Minnesota 55402, or such other place as
the-llolder, may from time to time designate, solely frorn the revenues derived by
the City from the Loan Agreement hereinafter described, the principal surn of
Seven Hundred Eighty Thousand and 00/100 Dollars (5780,000.00) or such portion
thereof as may be advanced hereon from time to time (the "Principal Balance") and
to pay interest thereon from the date hereof until this Note is fully paid at the
rates of interest hereinafter set forth. The Principal Balance and interest thereon
shall be payable as follows:
1. From and after the date hereof, the City shall pay interest only at
• the rate of percent ( °b) per annum on
the Principal Ballance that shall from time to time be advanced
hereunder pursuant to the terms of the Construction Loan Agreement
and Loan Agreement hereinafter described. Interest shall accrue
from and after the date of each and every advance so made by the
Holder and shall be payable on the first day of the month next
succeeding the date upon which the first advance is made,, and on the
first day of each and every month thereafter, and on the Purchase
Date, as defined in the Loan .Agreement hereinafter described,
.provided, that in the event that the Purchase Date does not occur on
or before June 1, 1980, the entire unpaid principal amount together
with interest accrued thereon shall, at the option of the Holder,
become due and payable on demand.
2. Commencing on the Purchase Date the unpaid principal amount shall
bear interest thereon at the rate of nine and one-quarter percent (9
1/4%) per annum and shall be repayable in installments as follows:
a. On the first clay of the month next succeeding the Purchase
Date there shall be paid an interest only payment equal to
accrued interest between the Purchase Date and said first day
of the month;
b. On the first clay of the second month next succeeding the
Purchase Date and ori the first day of each month thereafter
-1-
to and includill,r the three hundred tv,enty-third (323rd) mouth
thereafter, principal nncl interest shill he clue allied payahle in
cllual monthly hiMnilmonls of Six Thousarnd Dive. Ilundred
Fifty-nine incl IIU/loo ($(;155'r,Illl) Dollalr:s With a final paiynrent
• due ort the tlrr•ce i1IIII(I 'd twenty-fourth (324th) month there-
after on which date the entire unpaid balance together with
accrued interest shall be due and payable.
In the event of a Determination of Taxability, tis defined in the Loan
Agreement, the rate of interest hereon shall automatically be increased to eleven
and one-half der '-ent (11 1/20,')), per annum effective as of the Date of Taxability, as
defined in the Loan Agreerne}lt, unless the 1-)ate of Taxnhility occurs before'-the
Purchase Date, inwhi�ILct>se_tTiis 1�oth �c'a_r interest from the Irate of
Taxability until the Purchase D_ Itc [It an M111ual rate that s iall`at all times-b-c-X--Qua(
to ) pcrcentage_points over the prime rate of interest eha_r�ed_by First
a ionai -i3ank of liinneapolis from time to tinge on 90-day--- loans to its
commereini borrowers of the hichest credit standinfi, which allnual�rate shall
change when and as said prime rate shall change, until the Purchase Date at which
trr�Iie an thereafter the interest'rate shall heeleven-and one-half Dercent
1/2%) per_ annum. In the event of it getermination of Taxability, monthly payments
of principal and interest from and after the*Date of Taxability shall be recomputed
at the applicable interest rate or, rotes set forth above using the amortization
period used in the original computation of the payments due hereunder and the City
shall (a) promptly pay to the Holder hereof and to any_prior Holder the aggregate
difference between (i) the amounts actually paid hereunder between the Date of
Taxability and the date of Determination of 'Taxability and (ii) the amounts which
would have been paid to the Holder hereof during such period if the increased
interest rate or rates had been in effect and (b) pay to the Liolder hereof after the
date of Determination of Taxability monthly payments of principal and interest as
• so recomputed.
All interest shall he computed on the basis of the actual number of days
elapsed on the assumptions that each month contains thirty (30) days arid each year
three hundred sixty (360) days.
All payments made under this Note shall be applied first to interest and then
to principal, except that if any advances made by the lIolder under the terms of
any instruments securing the Note are not repaid, any gronc",s received, at the
option of the Holder hereof may first be applied to repay such advances, plus
interest thereon,Aat a rate of interest equal to that provided for herein in the event
of a Determination of Taxahility, and the balance, if any, shall be applied on
account of any installments then due.
This Note is issued pursuant to the Minnesota Municipal industrial Develop-
merit Act, Chapter 474, Minnesota Statutes, as amended (the "Act"), and in
conformity with the provisions, restrictions and limitations thereof. This Note
does not represent a debt or plcdi�e of the faith or credit of the City or grant to
the Holder hereof. any right to halve the City levy any taxes or appropriate tiny
fUlldS for the payment of the principal hereof or interest hereon, nor is this Note a
i;encral obligmtion of the City or the individual officers or al;ents thereof. This
Note and interest hereon are paryahle solely and only out of the moneys, received
under the Loan Agreement or realized from the enforcement of the security
hereinafter described. The liability of the City hereunder is further restricted in
all respects as set forth in Section 474.10 of the Act.
•
-2-
y This Note is issued r►ncl s(Od pur:s►11111t to a resolution of the City adopted Icy,
its City Coullod on _ , 1980 (the "Note Resolution") in
order to provide funds to be lo,u►ed to Special 111irtnrrship, it 111inncsotrr crencral
partnership, (the "Hot•rowcr") pu►:sunnt to it Loon Agreement (Inted as of _
• ___ _ 1980 (the "Loren Agreement") between the
City tend the Borrower for the purpose of finnnc•irl(,► tl►e acquisition, construction
and equipping of an office %viirehouse building and related facilities, together with
appurtenant site improvements (the "Project"), all loented on real property situated
in Hennepin County, Minnesota/I Under the L,onn Agreement, the Borrower has
agreed to construct and equip the Project and has agreed to make certain loan
repayments in amounts and at tunes sufficient to pay the principal of, premium, if
any, and interest on this Note when clue. Pursuant to n Pledge Agreement dated as
of _ . 1980 executed by the City in favor of the holder
(the "Pledg;e !1„reement") the City has pledged and assigned its. interest in the
Loan Agreement (except its rights under Sections
and thereof) to the Holder hereof. This Note is
further secured by (i) a Nlortgage and Security Agreement and Fixture Financing
Statement dated as of _ , 1980-(the "Mortgage") by which
the Borrower has granted to the Holder a first mortgage lien on and security
interest in thcWremiscs, c ir�dCfiu�d_Cthe "t�reiLjis '" . and (ii) an Assignment
of Lease dat&a as of _ 1980 (the "Lease Assign-
ment") by which the llorrower h,►s assii,ned to the Iloldcr its interest in all rents
and leases of tile Premises.- Advances of funds for the Project are being made
ursur_�nt to a Consi`r•uction Loan_j ;reement dated_as-of
1980 (tire "Construction_ i,otuL<'\BLS et>Zc11 ” dD-, �* !E--('it,•,.Holder and_
B01-ro er- Reference is hereby made to the Note Resolution, Loan Aareeinent,
Pledge, Construction Lot
ElAtileeiircrli, Mortgage, and Assignment for a complete
description of the covenants and agreements therein contained, the nature and
extent of the security thereby created and the rights, duties and immunities of the
• City thereunder.
This Note may not be prepaid oil or before the Purchase Date. During the
first ten 10 Loan Years, as hereinafter defined, at the direction of the Borrower,
this Note may be prepaid in full but not in part provided that such additional
principal payment shall be subject to a prepayment premium of nine and one
carter percent (9 1/491. ) of such an►ount prepaid over and above the interest
accrued under the terms of, this Note. Beginning; with the eleventh (11th) Loan
Year, this Note may be prepaid in full but not in part provided that such additional
principal payment shall be subject to a prepayment premium of five aeCc,-QaL(546)/A
of such amount prepaid, which premium shall decrease one pQgq.g.[lls_Q"1=�)� during
every Loan Year thereafter to a minium of one percent (1°b)nduring the fi�teenth
(15th) Loan Year and every Loan Year thereafter. As used herein, the tern► "Loan
Year" shall mean a year consisting; of twelve (12) calendar months, the first day of
the first Loan Year being the date on which the first full monthly payment of
principal and interest is due under this Note. Borrower shall hive the Holder of this
Note ninety (90) days written notice of any such prepayment and any such
prepayment shall not suspend regular payments as they become due.
Provisions to the contrary, if any, contained in this Note notwithstanding,
the above-described Construction i,omi A;Treement shall no longer constitute a part
of this Note from and after the Pur•chttse. Date, and no defenses, offsets or
counterclaims available to the City or the Borrower arising out of said Construc-
tion Loan Agreement shall be valid or effective as against the indebtedness
evidenced by this Note or against the Holder hereof, its successors or assigns, all of
-3-
said defenses, offsets and counlcrcl;1ims heist- then waived insofar as saki
indehtedlws`s and slid Holder, its successors and assil;ns are concerned. Nothing
herein shall Affect or impair the oblilrntion of'the City to pay and any prior Holder
of this Note to collect any acl(litional interest which Imly hrlve Accrued hereunder
prior to the Purelmse I)ate as a result of 11 Determination of Taxability as provided
for herein, however, any such prior IIolder shall have no rights or' remedies under
the Mortgage, Loan Agreement, or Assignment nor in' the Project or Premises
referred to therein.
Notwithstanding .anyth►n�, to the contrary contained in this Note, the Holder
hereof shall have the right to calll the entire balance of the OUtstr111clint, principal
and accrued interest on this Note to be due told payable at the end of the twentieth
(20th) Loan Year by giving written notice thereof to the City and the Borrower at
least ninety (90) days prior thereto. No prepayment premium charge shall be due in
the event the Holder hereof exercises its right hereunder.
The Holder hereof simil have the option, upon written notice to the
Borrower And the City to call lire Note for redemption in full if as a result of
changes in the Constitution of the Sttlte of Rlinnesota Ol' tllc UnitCd Slates Or Of
legislative or administrative action (whether state or federal) or of a final decree,
judgment or order of any court or administrative 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 expressed
therein. In such event, the City shall, not later -than thirty (30) days after
receiving written notice of such call for redemption and prepayment, pay to the
Holder, the then outstanding principal balance of this Note, together with accrued
interest to the date Of such payment.
• In the event that any installment required hcreundcr is not paid within ten
(10) days after- its due date, the City agrees to pay a late charge of five percent
(5?t') of the Unpaid installment payment to defray the costs of the holder hereof
inci�nt to collecting such late payment. This provision shall riot be deemed to
excuse a late payment or be deemed a waiver of any other rights the Holder may
have inclUdinh the right to declare the entire unpaid principal and interest
immediately due and payable.
This Note is made pursuant to and shall be construed in accordance with the
laws of the State of Minnesota.
The IIolder hereof may make a reasonable charge to cover the expense of
changing its record of ownership or the giving of information relating to the unpaid
balance of this indebtedness in connection with any conveyance of the Premises
covered by the Mortgage in accordance with the terms thereof and of this Note.
The Holder hereof may extend the tinges of payments of interest and/or
principal of this Note without notice to or consent of any party liable hereon
Without releasing any such party. The City hereby %vtlives presentinent for
pilynlent, demand, dishonor, protest, and notice of non-payment, dishonor or,
protest.
As provided in the Note Resolution, this Note is trrulsfer•able only by the
Holder hereof in person or, its duly appointed attorney by registration hereon and on
the books of the City kept for that purpose at the office of the City Clerk -
• Treasurer and UP011 SUrrender hereof together with a Wl'ittcn instrument of transfer
-4-
satisfactory to the City Clerk - Tre nsul."I" duly executed b\' the Holder or its dilly
authoriZed -Morney. Upon such lr;lnslel- the City ('lerk - 'Trellsrlrer will 1101.0 the
date of registration 1111d the 11r111e 1lrovidod therefor. The ('1 y nlav <cem and trent
• the perSOn in Whose name this Note is 1:1st registered upon the hooks of the City
with such reg,istrntion noted on the Note as the +lhSolute owner hereof, for the
Purpose of receiving, payment of or on Account of the principal balance or tiny other
sums payahle hereunder, till(] for 111 other purposes, and all such payments so made
to the Holder or upon its order Shall he valid and effect11111 to satisfy arld diselvirge
the liability on this Note to the extent of the sunn or SUMS so paid, fund the City
shall not be affected by any notice to the contrary.
By acceptance of this Note the Holder agrees to provide to the City Clerk -
Treasurer` at the City Clerk - 'Treasurer's request, a verified Statement of the
dates all(] amounts of till payments of principal, premium and interest received in
respect to this Note.
It is agreed that time is of the essence in the performance of this Note. In
the event of default in the payment of principal or interest hereon or if an event of
default as defined in this Note or in the Nlortv�agc, i,ense Assiffnment,Al.oan
Agreement or Construction Lo:_1n Agreement occurs and iseontirmir— tilel lder
d
hereof shall have the right finoption to declare, without notice, all the remaining
indebtedness of unpaid principal and accrued interest evidenced by this Note
immediately due and payable.
In the event of default hereunder and followim acceleration of maturity by
Bolder hereof, a tender of payment of the amount necessary to satisfy the entire
unpaid principal balance declared due and payable shall be deemed to constitute an
attempted evasion of the aforesaid restrictions on the right of prepayment and
• shall be deemed a voluntary prepayment hereunder and such payment must
therefore include the prepayment premium as described above.
No delay or omission oil the part of the Holder in exercising any right
hereunder shall operate as a waiver of such right or of any other remedy under this
Note. A waiver on any one occasion shall not be construed as a bar to or waiver of
any such right or remedy on a future occasion.
It is herehv certified and recited and the City Council has found: that the
Project is an eligible "project" defined in Section 474.02, Subd. ]a of the Act; that
the issuance of this Note and the acquisition, construction and equipping of the
Project will promote the public welfare and carry out the purposes of the Act; that
the Project has been approved by the Commissioner of Securities of the State of
Minnesota as tending to further the purposes arid policies of the Act; that all acts,
conditions and things required to be done precedent to and in the issuance of this
Note have been properly done, have happened and have been performed in rel;ular
and due time, form and rna_nner as required by law; and that this Note does not
constitute a debt of the City within the meaning of any constitutional or statutory
limitation.
IN WITNESS 11'lll:REOF, the CITY OF ST. ANTHONY, MINNESOTA, by its
City Council, has caused this Note to be signed in its behalf by the signatures of
•
tho Mayor and the city Mun,11"or lull se:11ed with the c orporr►to seal of the City, ►►II
r►s of the (lily of I!ttill.
CITY 01' ST. ANTHONY, MINNESOTA
dA
Mayor
(S1;A1,)
By _ __fy�
ity Manager
' Certificate of I;ct;istratio�n
It is hereby certified Hint, ,►t the request of the Holder of the within Note,
the City of tit. Anthony, P-linucsoli►, has this dnv rel;isto.red it as to principal and ,
interest, in the narne of such Ilolcler, is in(lie:ited in the registration blank below,
on the books kept by the City for such purpose:
Name of Authorized
Registered Date of Si;;nr►ture
Owner It CF,Mr,]tion of Citv Clerk
First Nntional Bank
ot Minneapolis
-6-