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HomeMy WebLinkAbout1981-015 CCR-1- Memoer sill Fianar introduced the following resolution and moved its adoption: RESOLUTION NO. 81 -15 RESOLUTION RELATING TO A $1,600,000 COMMERCIAL DEVELOPMENT REVENUE NOTE (SHINGLE CREEK ELEVEN PROJECT); AUTHORIZING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES, CHAPTER 474 BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota as follows: Section 1. Definitions 1.01. 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; Assignment: the Assignment of Rents and Leases, to be given by the Partnership in favor of the Lender; Bonds: the $1,600,000 Commercial Development Revenue Bonds (Shingle Creek Eleven Project), authorized by the City pursuant to this Resolution (which may be issued in the form of a revenue note or notes); Building: the one story office /warenouse building; including the Fixtures, to be constructed on the Land by the Partnership; City: the City of Brooklyn Center, Minnesota, its successors and assigns; Construction Loan Agreement: the Construction Loan Agreement to be executed oy the City, the Partnership and Lender; Financing Statement: the Uniform Commercial Code Financing Statement to be executed by the City with respect to the Piedge Agreement; RESOLUTION NO. 81 -15 Fixtures: those items defined as such in Section 1 -1 of the Mortgage; Guarantors: Charles E. Sameluk, a Minnesota resident, Robert B. May, a resident of Winnepeg, Canada, Panis Holdings Ltd., a Manitoba, Canada corporation, Panis Inc., a Minnesota corporation, Rokar Investments Ltd., a Manitoba, Canada corporation, and Rokar Holdings Inc., a Minnesota corporation; Guaranty Agreement: the Guaranty Agreement to be given by the Guarantors and accepted by the Lender; Holder: the registered owner of the Note; Land: the real.estate described in Exhibit A to the Mortgage; Lender: the First National Bank of Minneapolis, in Minneapolis, Minnesota, a national banking association, its successors and assigns; Loan Agreement: the Loan Agreement to be executed by the City and the Partnership; Mortgage: the Mortgage and Security Agreement to be given by the Partnership in favor of the Lender; Note: the $1,600,000 Commercial Development Revenue Note (Shingle Creek Eleven Project) to be issued by the City pursuant to this Resolution; Partnership: Shingle Creek Eleven, a Minnesota general partnership, its successors and assigns; Pledge Agreement: the Pledge Agreement to be executed by the City and the Lender; Project: the Land, the Building and the_Fixtures as they may at any time exist; Project Costs: those costs defined as such in Section 1.01 of the Loan Agreement; Resolution: this resolution of the City, adopted 1981, authorizing the issuance of the Bonds and the Note. Section 2. Findings. It is hereby found and declared that: RESOLUTION NO. 81 -15 (a) the real property and improvements described in the Loan Agreement and the Mortgage constitute a Project authorized by 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 the benefit of its existing investment in educational and public service facilities; halting the movement of taiented, 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; (c) 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; (d) the financing of the Project, the authorization of Bonds in the principal amount.of $1,600,000, the issuance and sale of the to effect a temporary Loan under the provisions of Minnesota Statutes, Section 474.07 in order to provide funds immediately needed for the Project, the execution and delivery of the Loan Agreement, the Financing Statement, the Construction Loan Agreement and the Pledge Agreement and the performance of all covenants and agreements of the City contained in the Loan Agreement and the Pledge Agreement, the Construction Loan Agreement and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Note, the Loan Agreement, the Financing Statement, the Construction Loan Agreement and the Pledge Agreement valid and binding obligations of the City enforceaole in accordance with their terms, are authorized by the Act; (e) it is desirable that the Commercial Development Revenue Note in the amount of up to $1,600,000 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 for the payment of the principal of, interest on and premium, if any, on the Note; -3- RESOLUTION NO. 81 -15 (f) the City will use its best efforts to issue the Bonds pursuant to the Act in an amount and at such time as is necessary to pay the principal amount of the Note at or prior to the maturity; but the failure or inability on the part of the City to do so shall not affect the obligations of the Partnership under the Loan Agreement or the Guarantors under the Guaranty Agreement; (g) the loan payments contained in 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, premium, if any, and interest on the Note issued under this Resolution when due, and the Loan Agreement also provides that the Partnership is required to pay all of the operation and maintenance of the Project including, but without limitation, adequate insurande thereon and all taxes and special assessments levied upon or with respect to the Project payble during the term of the Loan Agreement; and -4- (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 a -ny 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 or premium or late charges, if any, thereon, nor enforce payment thereof against any property of the City except the revenue under the Loan Agreement pledged to the payment_ thereof and the Project should the City ever acquire title to it; the Note issued hereunder shall recite that the Note, including interest and premium, if any, 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, charter or statutory 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, Section 474.11. Section 3. Authorizatibn, Sale and Approvals -4- RESOLUTION NO. 81 -15 3.U1. Authority. The City is authorized by the Act to issue revenue bond, 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. 3.02. Preliminary City Approval. The Council gave preliminary approval to the sale of its revenue bonds pursuant to the Act and the loan of the proceeds to the Partnership for the acquisition and improvement of the Project suitable for use as an office /warehouse building and authorized the preparation of such documents.as may be appropriate to the Project by the following actions: (a) July 21, 1980, adoption of Resolution No. 80 -155, calling a public hearing on the Project; (b) July 31, 1980, publication in the Brooklyn Center Post, the official newspaper of the City, of the Notice of Public Hearing; (c) July 31, 1980, publication in the Minneapolis Star and th,e Minneapolis Tribune, of the Notice of Public Hearing; (d) August 25, 1980, public hearing held at the City Hall; and (e) August 25, 1980, adoption of Resolution No. 80 -204, giving preliminary approval to the Project. 3.03. Authorization of Bonds and Note; Sale of Note. The City hereby authorizes the issuance of the Bonds in the principal amount of $1,600,000 and determines to defer the issuance of the Bonds at this time and, in anticipation of the issuance of the Bonds, the City shall issue the Note in the form and upon the terms set forth in this Resolution. The Bonds shall bear such date or dates, nature on such date or dates, be subject to redemption on such date or dates, bear interest at ruch rate or rates and be in such form as shall be determined by this Council by resolution. The Note is hereby sold to the Lender at the prices and upon the terms set forth in this Resolution and in the Construction Loan Agreement. 3.04. �pproval of Documents. Pursuant to the above, there have been prepared and presented to this Council copies of the following documents, all of which -5- RESOLUTION NO. 81 -15 are now, or shall be, placed on file in the office of the City Clerk: (a) the Loan Agreement; (b) the Assignment; (c) the Pledge Agreement; (d) the Mortgage; (e) the Guaranty Agreement; (f) the Construction Loan Agreement; and (g) the Financing Statement. The forms of the documents listed in (a) through (g) above are approved, with such variations, insertions and additions as are'deemed appropriate by the parties and approved by the City Attorney and City Clerk. Section 4. Execution of Documents. Upon the' completion of the Loan Agreement, the Construction Loan Agreement, the Financing Statement and the Pledge Agreement, approved in Section 3.03 hereof, and execution of the Loan Agreement, the Construction.Loan Agreement and Pledge Agreement by the Partnership and the 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 the Form of Note set forth following Section 5.01 nereof 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 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. RESOLUTION NO. 81 -15 Section 5.. The Note. 5.01. Form and Authorized Amount. The Note shall be issued substantially in the form hereinafter set forth, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution, and in accordance with the further provisions of this Section, in the total principal amount of up to $1,600,000. 0 1 -7- 1 RESOLUTION NO. 81 -15 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLYN CENTER Commercial Development Revenue Note (Shingle Creek Eleven Project) 1 R -1 $1,600,000 The City of Brooklyn Center, Minnesota, a municipal corporation of the State of Minnesota (the "City for value received, hereby promises to pay to the order of FIRST NATIONAL BANK OF MINNEAPOLIS, or assigns (the "Holder at its principal office in Minneapolis, Minnesota, or at such other place as the Holder may designate in writing, from the source and in the manner, and with interest thereon as hereinafter provided, the principal sum of ONE MILLION SIX HUNDRED THOUSAND DOLLARS ($1,600,000), or so much thereof as has been advanced from time.to time pursuant to. the provisions of the Loan Agreement described below, on December 1, 1982, and to pay interest on the unpaid principal amount, from the date hereof until this Note is fully paid, at a rate equal to 80% of the 90 -day negotiable certificate of deposit mate as released by the Federal Reserve Bank-of New York, and also published as of the date of this Note, in the Midwest. Edition of the Wall Street Journal on the first business day of each week (the "Tax Exempt Rate per.annum or at such higher rate as hereinafter provided, 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. The Tax Exempt Rate shall never be less than 2% per annum or exceed 30% per annum. The initial Tax Exempt Rate applicable hereto is percent per annum. The Tax Exempt Rate will be adjusted weekly, if necessary, on.the applicable day as specified above that any change in the 90 -day certificate of deposit rate as released by the Federal Reserve Bank of New York is published in the Midwestern Edition of the Wall Street Journal. Interest on this Note shall accrue from and after the date of each and every advance hereunder so made by the Holder and shall be payable on the first day of the month next succeeding the date of which the first advance is made and on the first day of each and every month .thereafter, with a final payment of accrued interest to be RESOLUTION NO. 81 -15 made on December 1, 1982. The principal of and interest on this Note is payable in lawful money of the United States of America. 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 Agreement between the City and Shingle Creek Eleven, a Minnesota general partnership (the "Partnership the interest rate on this Note shall be immediately adjusted, from the Date of Taxability as defined in the Loan Agreement, to a rate which is equal to two percent in excess of the rate of interest per annum charged by the First National Bank of Minneapolis, a national banking association (the "Lender at its principal office in Minneapoils, Minnesota, from time to time on 90 --day unsecured loans to its most responsible commercial borrowers of the highest credit rate (which rate shall change on the day of the effective date of any change in such rate), (the "Taxable Rate provided that the Taxable Rate shall never be less than 3% per annum or exceed 39% per annum. Each monthly installment thereafter payable shall be accordingly adjusted. In addition the City shall pay to the Holder of this Note and to any prior Holder aggregate difference between (A) the amounts actually paid between the Date of Taxability and the date of such payment and (B) the amounts that would have been paid to the Holder and any prior Holder during such period at such increased interest rate. The factor of 80% used in the calculation of both the Tax Exempt Rate shall be reduced to 70% on the date that the Holder enters into an agreement satisfactory to the Holder providing for the purchase of this Note from the Holder at or before the maturity date hereof. In the event the City shall fail to make when due any interest payments or principal and interest payments required under this Note, the interest payment or principal and interest payment so in default shall continue as an obligation of the City until the interest payment or principal and interest payment in default shall have been fully paid, and, the City agrees to pay interest thereon at the rate of interest per annum borne on this Note. The principal of this Note may be prepaid either in whole or in part, on any date upon payment of a price equal to the principal being so prepaid plus accrued interest to the date of prepayment. RESOLUTION NO. 81 -15 The Holder hereof shall have the right to declare due and payable and require the full and prompt payment of the principal balance of this Note, in whole but not in part, with interest thereon to the date of payment on December 1, 1981 as provided in Section 2.2 of a Construction Loan Agreement, of even date herewith (the "Construction Loan Agreement by and among the City, the Partnership and the Lender. In the event the Holder exercises this right, the payment shall not be subject to any prepayment premium or penalty. In the event the Holder shall elect to exercise this right, it shall provide written notice thereof to the City and the Partnership in the manner and at the address provided in the Loan Agreement on or before November 1, 1981. This Note constitutes an issue in the total authorized face amount of $1,600,000. This Note is issued by the City pursuant to the authority granted by Minnesota Statutes, Chapter 474, as amended (the "Act for the purpose of providing funds for a Project, as defined in Minnesota Statutes, Section 474.02, Subdivision la, consisting of certain real estate and improvements thereon, and paying necessary expenses incidental thereto, such funds to be loaned by the City to the Partnership pursuant to a Resolution adopted by the City on 1981 (the "Resolution the Construction Loan Agreement and the Loan Agreement, thereby assisting activities in the public interest and for the public welfare of the City. The City has agreed that it will use its best efforts to issue its revenue bonds pursuant to the Act on or prior to the maturity of this Note in an amount sufficient, and the proceeds thereof are to be used, to pay the principal amount of this Note. This Note is secured by a Pledge Agreement, of even date herewith (th "Pledge Agreement between the City and the Lender, a Mortgage and Security Agreement, of even date herewith (the "Mortgage given by the Partnership in favor of the Lender and an Assignment of Rents and Leases, of even date herewith (the "Assignment given by the Partnership in favor of the Lender. As provided in the Resolution, 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 or transfer of ownership of this Note. This Note is transferable upon the books of the City at the office of the City Clerk, by the Holder hereof in person or by its attorney duly authorized in writing, upon surrender hereof together with a written instrument of OF12 RESOLUTION NO. 81 -15 transfer satisfactory to the City Clerk, duly executed by the Holder or its duly authorized attorney. Upon such transfer the City Clerk will note the date of registration and the name and address of the new Holder upon the books of the City and in the registration blank appearing below. Alternatively, the City will at the request of the Holder issue new notes in an aggregate principal amount equal to the unpaid principal balance of this Note, and of like tenor except as to number, principal amount and the amount of the monthly installments payable thereunder, and registered in the name of the registered Holder or such transferee as may be designated by the Holder. The City may deem and treat the person in whose name this 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 account of the principal balance or interest and for all other purposes, and all such payments so made to the 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. All of the agreements, conditions, covenants, provisions and stipulations contained in the Resolution, the Loan Agreement, the Construction Loan Agreement, the Mortgage, the Assignment and the Pledge 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. If the City should fail to make any monthly installment of interest or principal and interest when due, which failure shall continue for ten (10) days, or if an Event of Default occurs under the Loan Agreement, the Construction Loan Agreement, the Mortgage or the Assignment, then the Holder may at its right and option, by written notice to the City and the Partnership, declare immediately due and payable the principal balance of this Note and interest accrued thereon to the date of declaration of such default, together with any attorney's fees incurred by the Holder in collecting or payment of interest or principal of this Note, without notice to or consent of any party. This 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 of this Note shall ever have the right to compel any exercise of the taxing power of the City to pay this -11- RESOLUTION NO. 81 -15 Note or the interest thereon, nor to enforce payment thereof against any property of the City except revenue under the Loan Agreement pledged to the payment thereof. This Note shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City, except the revenue under the Loan Agreement pledged to the payment thereof and the property subject to the Mortgage and Assignment should the City ever acquire title to it. This Note, including interest thereon, is payable solely from the revenue under the Loan Agreement pledged to the payment thereon, other than to the extent payable out of the revenue bonds to be issued by the City pursuant to the Act and out of any proceeds received from the sale or other disposition of the property subject to the Mortgage and Assignment. This Note shall not constitute a debt of the City w_.thin the meaning of any constitutional or statutory limitation. However, nothing contained in this paragraph shall impair the rights of the Holder of this Note to enforce covenants made for the security thereof as provided under the provisions of Minnesota Statutes, Section 474.11. The Holder 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 Holder 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. 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. IN WITNESS WHEREOF, the City has caused this Note to be duly executed by its duly authorized officers and its corporate seal affixed all as of the day of 198 CITY OF BROOKLYN CENTER, MINNE TA By (SEAL) Mayor And City Manager -12- RESOLUTION NO. 81 -15 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 in the name of the registered holder last noted below. Date of Name and Address of Signature of Registration Registered Holder City Clerk u -13- RESOLUTION NO. 81 -15 5.02. Note Terms. The Note shall be designated the Commercial Development Revenue Note (Shingle Creek Eleven Project), and shall: (a) be dated as of the date of delivery thereof to the Lender. (b) be in the total principal amount of $1,600,000 or such lesser amount as may from time to time be advanced under the Loan Agreement and the Construction Loan Agreement. (c) mature on December 1, 1982 and bear interest on the unpaid principal balance advanced from time to time from date of issue until paid or discharged as herein provided payable on the first day of the month next succeeding the date of which the first advance is .made under the Note and on the first day of each and every month thereafter, with a final payment of accrued interest to be made on December 1, 1982, at a rate equal to 80% of the 90 -day negotiable certificate of deposit rate as released by the Federal Reserve Bank of New York, and also published as of the date of this Resolution in the Midwest Edition of the Wall Street Journal on the first business day of each week (but if none is so reported, then the rate reported on the next day on which said rate is so reported per annum or at such higher rate as herein provided provided that the rate of interest per annum borne on the Note shall never be less than 2% per annum or exceed 30% per annum. Notwithstanding any in this Resolution to the contrary in the event the interest on the Note becomes subject to federal income taxation pursuant to a "Determination of Taxability" as defined in the Loan Agreement, the interest rate on the Note shall be immediately adjusted to a rate which is equal to two percent in excess of the rate of interest per annum charged by the First National Bank of Minneapolis, a national banking association (the "Lender at its principal office in Minneapoils, Minnesota, from time to time on 90 -day unsecured loans to its most responsible commercial borrowers of the highest credit rate (which rate shall change on the day of the effective date of any change in such rate), provided, that such increased rate shall never be less than 3% per annum or exceed 39% per annum, from the Date of Taxability, as defined in the Loan Agreement, all as provided in the form of the Note contained in Section 5.01 hereof. The rate of interest borne on the Note prior to a Determination of Taxability will -14- RESOLUTION NO. 81 -15 be adjusted weekly, if necessary, on the applicable day as specified above that any change in the 90 -day certificate of deposit rate as released by the Federal Reserve Bank of New York is reported in the Midwestern Edition of the Wall Street Journal. The factor of 80% of the 90 -day negotiable certificate of deposit rate as released by the Federal Reserve Bank of New York used in the calculation of the rate of interest per annum borne on the Note prior.to a Determination of Taxability shall be reduced to 70% on the date on which the Holder enters into an agreement providing for the purchase of the Note from the Holder at or before the maturity of the Note. (d) be subject to redemption and prepayment in whole or in part on any date upon payment of a price equal to the principal being so prepaid plus accrued interest to the date of prepayment. (e) be subject to redemption and prepayment at the option of the Holder, in whole but not in part, on December 1, 1981, at the price and upon the terms set forth in the Note and the Construction Loan Agreement. 5.03 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 signature shall nevertheless be valid and sufficient for all purposes. 5.04. Mutilated, Lost and Destroyed Note. In case the Note shall become mutilated or be destroyed or lost, the City upon compliance by the Holder with any applicable provision of law 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 and compliance with any applicable provisions of law. 5.05. 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 -15- RESOLUTION NO. 81 -15 -registration or transfer of ownership of the Note. The Note shall be transferable upon the books of the City by the Holder thereof in person or by its attorney duly authorized in writing, upon surrender of the Note together with a written instrument of transfer satisfactory to the City Clerk, duly executed by the Holder or its duly authorized attorney. Upon such transfer the City Clerk shall note the date of registration and the name and address of the new Holder on the books of the City and in the registration blank appearing on the Note. Alternatively, the City shall, at the request and expense of the Holder, issue new notes, in aggregate outstanding principal amount equal to that of Note surrendered, and of like tenor except as to number, principal amount and the amount of the monthly installments payable thereunder, and registered in the name of the Holder or such transferee as may be designated by the Holder. The City may deem and treat the person in whose name each Note is last registered upon the books, of the City with such registration noted on the Note as the absolute owner thereof, whether or not overdue, for the purpose of receiving payment of or on account of the principal balance, prepayment price or interest and for all other purposes, and all such payments so made to the 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. 5.06. Delivery and Use of Proceeds. Prior to delivery of the Note, the documents referred to below shall be completed and executed in form and substance as approved by the City Attorney. The City shall execute and deliver to the Lender the Note in the total principal amount of up to $1,600,000, together with the following: (a) a duly certified copy of this Resolution; (b) original, executed counterparts of the Loan Agreement, Construction Loan Agreement, Financing Statement and the Pledge Agreement; and (c) such closing certificates, opinions and related documents as are required by 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 Partnership the proceeds of the Note in reimbursement of Project Costs pursuant to the provisions of the Loan Agreement and the Construction Loan Agreement, -16- RESOLUTION NO. 81 -15 and the proceeds so disbursed shall be deemed to have been disbursed for the benefit of the City.. The Lender and the Partnership shall provide the City with a full accounting of all funds disbursed for Project Costs. Section 7. Registration and Certification of Proceedings. 7.01 Registration. The City Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin County, together with such other information as he shall require, and to obtain from the County Auditor a certificate that the Note has been entered in his bond register as required by law. 7.02. Certification of Proceedings. The officers of the City and the County Auditor of Hennepin County are directed to prepare and furnish to the Lender, -17- Section 6. Limitations of the City's Obligations. Notwithstanding anything contained in the Dote, the Loan Agreement, the Construction Loan Agreement, the Pledge Agreement, or any other documents referred to in Section 3.04 hereof, 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 or any premium or late charges thereon, nor to enforce payment thereof against any property of the City, other than the property subject to the Mortgage should the City ever acquire title to it. The Note shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City, other than the property subject to the Mortgage should the City ever acquire title to it. The Note, including interest and premium, if any, thereon, is payable solely from the revenue under the Loan Agreement pledged to the payment thereof, except to the extent payable out of the proceeds of the Bonds and out of any proceeds received from the sale or cther disposition of the property subject to the Mortgage. The Note shall not constitute a debt of the City within the meaning of any constitutional, charter or statutory 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. Section 7. Registration and Certification of Proceedings. 7.01 Registration. The City Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin County, together with such other information as he shall require, and to obtain from the County Auditor a certificate that the Note has been entered in his bond register as required by law. 7.02. Certification of Proceedings. The officers of the City and the County Auditor of Hennepin County are directed to prepare and furnish to the Lender, -17- RESOLUTION NO. 81 -15 and to the attorneys rendering an opinion as to the legality of the issuance of the Note, certified copies of all proceedings and records of the City, and such other affidavits, certificates and information as may be required to show the facts relating to the legality of the Note as the same appears from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representatives of the City as to the facts stated therein. Section 8. Statement of Election. The principal amount of the Note being in excess of $1,000,000, the City Manager is hereby authorized and directed on behalf of the City to execute and file with the Internal Revenue Service a statement of election to issue its obligations in excess of $1,000,000 as provided by Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, and Section 1.103(b)(2)(vi) of the Regulations promulgated thereunder. 1 1 Adopted: Janua 12 Attest�� City Clerk 1981. Mayor The motion for the adoption of the foregoing resolution was duly seconded by member Tony Kuefler, and upon vote being taken thereon, the following voted in favor thereof: Dean Nyquist, Tony Kuefler, Bill Fignar, Gene Lhotka, and Celia Scott; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted. 2M