#187 03-13-80 Issue Revenue Bonds The Northland Company ProjectResolution #187
March 13, 1980
Member Johnson introduced and read the following resolution and moved its adoption:
RESOLUTION
$2,000,000 COMMERCIAL DEVELOPMENT
REVENUE BOND OF 1980
(THE NORTHLAND COMPANY PROJECT)
BE IT RESOLVED by the City Council of the City of
Golden Valley, 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.
(1) Act: the Minnesota Municipal Industrial Development
Act, Minnesota Statutes, Chapter 474, as amended;
(2) Assignment of Rents: the agreement to be executed by
the Borrower assigning all the rents, issues and profits
derived from the Project to the Lender to secure the repayment
of the Bond and interest thereon;
(3) Bond: the $2,000,000 Commercial Development Revenue
Bond of 1980 (The Northland Company Project), to be issued by
the City pursuant to this Resolution and the Loan Agreement;
(4) 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;
(5) Bond Register: the records kept by the City Clerk to
provide for the registration of transfer of ownership of the
Bond;
(6) Borrower: The Northland Company, a Minnesota
corporation, its successors, assigns, and any surviving,
resulting or transferee business entity which may assume its
obligations under the Loan Agreement;
(7) City: the City of Golden Valley, Minnesota, its
successors and assigns;
(8) Disbursing Agreement: the agreement to be executed
by the the Lender and Universal Title Company, as Disbursing
Agent, relating to the disbursement and payment of Project
Costs for the acquisition of the Land and the construction and
installation,of the Improvements;
(9) Improvements: the structures and other improvements,
including any tangible personal property, to be constructed or
installed by the Borrower on the Land in accordance with the
Plans and Specifications;
(10) Land: the real property and any other easements and
rights described in Exhibit A attached to the Mortgage;
(11) Leases: all leases now or hereafter affecting the
Land;
(12) Lender: Northwestern National Bank of St. Paul, a
national banking association, Saint Paul, Minnesota, its
successors and assigns;
(13) Loan Agreement: the loan and bond purchase agreement
to be executed by the City, the Lender, and the Borrower,
providing for the issuance of the Bond and the loan of the
proceeds thereof to the Borrower, including any amendments or
supplements thereto made in accordance with its provisions;
(14) Mortgage: the Combination Mortgage, Security
Agreement and Fixture Financing Statement to be executed by the
Borrower as mortgagor and debtor, to the Lender as mortgagee
and secured party, securing payment of the Bond and interest
thereon;
(15) Plans and Specifications: the plans and speci-
fications for the construction and installation of the
Improvements on the Land, which are approved by the Lender,
together with such modifications thereof and additions thereto
as are reasonably determined by the Borrower to be necessary or
desirable for the completion of the Improvements and are
approved by the Lender;
(16) Pledge Agreement: the agreement to be executed by
the Lender assigning the City's rights under the Loan Agreement
to the Lender;
(17) Principal Balance: so much of the principal sum on
the Bond as from time to time may have been advanced to or for
the benefit of the City and remains unpaid at any time;
(18) Project: the Land and Improvements as they may at
any time exist;
(19) Project Costs: the total of all "Project Costs" as
that term is defined in the Loan Agreement;
(20) Resolution: this Resolution of the City adopted
March 13, 1980, 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 Authorization.
The City is a political subdivision of the State of
Minnesota and is authorized under the Act to initiate the
revenue producing project herein referred to, and to issue and
sell the Bond 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
revenue agreement for the public purposes expressed in the Act;
(2) The City has made the necessary arrangements with the
Borrower for the establishment within the City of a Project
consisting of certain property all as more fully described in
the Loan Agreement and which will be of the character and
accomplish the purposes provided by the Act, and the City has
by this Resolution authorized the Project and execution of the
Loan Agreement, the Pledge Agreement and the Bond, 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-producinq 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 increase in
the amount and cost of governmental services, including
educational services for the school district serving the
community in which the Project is situated;
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(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 Bond in the principal amount of $2,000,000 as
hereinafter provided;
(5) it is desirable, feasible and consistent with the
objects and purposes of the Act to issue the Bond, for the
purpose of financing the Project;
(6) the,Bond and the interest accruing thereon do -not
constitute an indebtedness of the City within the meaning of
any constitutional or statutory limitation and do not
constitute or give rise to a pecuniary liability or a charge
against the general credit or taxing powers of the City and
neither the full faith and credit nor the taxing powers of the
City is pledged for the payment of the Bond or interest
thereon; and
(7) The Bond is an industrial development bond within the
meaning of Section 103(b) of the Internal Revenue Code and is
to be issued within the exemption provided under subparagraph
(D) of Section 103(b)(6) of the Code with respect to an issue
of $10,000,000 or less; provided that nothing herein shall _
prevent the City from hereafter qualifying the Bond under a
different exemption if, and to the extent, such exemption is
permitted by law and consistent with the objects and purposes
of the Project.
1-4. Authorization and Ratification of Project.
The City has heretofore and does hereby authorize the
Borrower, in accordance with the provisions of Section
474.03(7) of the Act and subject to the terms and conditions
set forth in the Disbursing 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 for the
construction and acquisition of municipal facilities; and the
City hereby ratifies, affirms, and approves all actions
heretofore taken by the Borrower consistent with and in
anticipation of such authority and -in compliance with the Plans
and Specifications.
ARTICLE TWO
THE BOND
2-1. Authorized Amount and Form of Bond.
The Bond 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 gond that may be outstanding hereunder is
expressly limited to $2,000,000 unless a duplicate Bond is
issued pursuant to Section 2-7. Said Bond shall be in
substantially the following form:
.UNITED STATES OF AMERICA
STATE OF 14INNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
Commercial Development Revenue Bond of 1980
(The Northland Company -Project)
$2,000,000
FOR VALUE RECEIVED the CITY OF GOLDEN VALLEY,
Hennepin County, Minnesota, (the "City") hereby promises to pay
Northwestern National Bank of St. Paul, a national banking
association, Saint Paul, Minnesota (the "Lender"), its
successors or registered assigns, from the source and in the
manner hereinafter provided, the principal sum of Two Million
Dollars ($2,000,000), or so much thereof as may have been
advanced to or for the benefit of the City and remains unpaid
from time to time (the "Principal Balance"), with interest
thereon at the rate of eight and one-half percent (8 1/2%) 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.
1. (a) From and after the date hereof and until the
"Amortization Date", (the first day of the calendar month next
succeeding substantial completion of the Project in accordance
with the Loan Agreement hereinafter referred to, but in any
event no later than December 31, 1980 unless extended by the
Lender), interest only shall be paid at the rate of eight and
one-half percent (8 1/2%) per annum. Interest shall accrue
from and after the date of each and every advance so made under
this Bond and shall be payable on the first day of the calendar
month next succeeding the date upon which the first advance is
made, and on the first day of each and every month thereafter.
(b) From and after the Amortization Date, the
Principal Balance shall be paid in 347 consecutive equal
monthly installments of $ each, payable on the first
day of each month commencing on the first day of the calendar
month next succeeding the Amortization Date, and a final
installment in the amount of the entire Principal Balance then
outstanding and all accrued interest thereon on the first day
of the month following the month in which the Amortiza-
tion Date occurs (the "Final Maturity Date"). Payments shall
be applied first to interest due on -the Principal Balance and
thereafter to reduction of the Principal Balance.
(c) If a Determination of Taxability, as
defined in the Loan Agreement, shall be made, this Bond shall
be deemed to bear and have borne interest from the Date of
Taxability until the Bond is fully paid at an annual rate that
shall at all times be equal to 10-1/2% per annum. Upon such
Determination of Taxability the Borrower shall promptly pay to
the Holder of the Bond the difference between (i) the amount of
interest that would have been due under this Bond from the Date
of Taxability to the date the Determination of Taxability is
made if calculated at the rate of 10 1/2% per annum, and (ii)
the amount of interest actually paid under the Bond during such
period. Also upon such Determination of Taxability, the amount
of the monthly installments or principal and interest due under
the Bond shall be automatically increased to 4n amount
sufficient to amortize the remaining unpaid principal balance
of the Bond at such higher rate over the remaining term of the
Bond. The Lender will determine such amount and promptly
notify the Borrower and the City of such amount, whereupon the
City will cause the same to be endorsed on the Bond.
2. In any event, the payments hereunder shall be
sufficient to pay all principal and interest due, as such
principal and interest becomes due, and to pay any premium or
penalty, at maturity, upon redemption, or otherwise. Interest
shall be computed on the basis of a 360 day year, but charged
for the actual number of days principal is unpaid.
3.
due hereunder
Lender, or at
writing.
Principal and interest and any penalty or premium
shall be payable at the principal office of the
such other place as the Lender may designate in
4. This Bond is issued by the City to provide funds
for a Project, as defined in Section 474.02, Subdivision 1(a),
Minnesota Statutes, consisting of the acquisition of real
estate, and the construction of an office building thereon,
pursuant to a Loan Agreement of even date herewith, between the
City, the Lender and The Northland Company, a Minnesota corpora-
tion (the "Borrower") (the "Loan Agreement"), and this Bond is
further issued pursuant to and in full compliance with the
Constitution and laws of the State of Minnesota, particularly
Chapter 474, Minnesota Statutes, and pursuant to resolution of
the City Council duly adopted on March 13, 1980 (the "Resolu-
tion") .
5. This Bond is secured by a Pledge Agreement
assigning the City's rights under the Loan Agreement to the
Lender, a Combination Mortgage, Security Agreement and Fixture
Financing Statement, of even date herewith between the
Borrower, as mortgagor and debtor, and the Lender as mortgagee
and secured.party (the "Mortgage") and by an Assignment of
Rents, of even date herewith, from -the Borrower to the Lender
(the "Assignment of Rents"). The disbursement of the proceeds
of this Bond is subject to the terms and conditions of a
Disbursing Agreement of even date herewith between the Lender,
and Universal Title Company (the "Disbursing Agreement").
6. The Lender may extend the times of payments of
interest and/or principal of or any penalty or premium due on
this Bond, including the date of the Final Maturity Date,
without notice to or consent of any party liable hereon and
without releasing any such party. However, in no event may the
Final Maturity Date be extended beyond thirty (30) years from
the date hereof.
7. The City may prepay the Principal Balance, in
whole, or in part, at any time without penalty upon thirty (30)
days prior written notice to Lender; provided, however, that
any partial prepayment shall be applied to the monthly payments
due under paragraph 1 hereof, in inverse order of maturity.
8. The monthly payments due under paragraph 1
hereof, shall continue to be due and payable in full until the
entire Principal Balance and accrued interest due on this Bond
have been paid regardless of any partial prepayment made
hereunder.
9. As provided in the Resolution and subject to
certain limitations set forth therein, this Bond is
transferable upon the books of the City at the office of the
City Clerk, by the Lender in person or by his agent duly
authorized in writing, at the Lender's expense, upon surrender
hereof together with a written instrument of transfer
satisfactory to the City Clerk, and Counsel to the City, duly
executed by the Lender or his duly authorized agent. Upon such
transfer the City Clerk will note the date of registration and
the name and address of the new registered Lender in the
registration blank appearing below. The City may deem and
treat the person in whose name the Bond is last registered upon
the books of the City with such registration noted on the Bond,
as the absolute owner hereof, whether or not overdue, for the
purpose of receiving payment of or on the account of the
Principal Balance, redemption price or interest and for all
other purposes, and all such payments so made to such persons
or upon his order shall be valid and effective to satisfy and
discharge the liability upon this Bond to the extent of the sum
or sums so paid, and the City shall not be affected by any
notice to the contrary.
10. All of the agreement`s; conditions, covenants,
Provisions and stipulations contained in the Resolution, the
Mortgage, the Assignment of Rents, the Loan Agreement and the
Pledge Agreement are hereby made a part of this Bond to the
same extent and with the same force and effect as if they were
fully set forth herein.
11. This Bond and interest thereon and any penalty or
premium due hereunder are payable solely from the revenues and
proceeds derived from the Loan Agreement, the Mortgage and the
Assignment of Rents, and do not constitute a debt of the City
within the meaning of any constitutional or statutory limita-
tion, are not payable from or a charge upon any funds other
than the revenues and proceeds pledged to thea
and do not give rise to a P yment thereof,
pecuniary liability of the City or,
to the extent permitted by law, of any of its officers, agents
or employees,. and no holder of this Bond shall ever have the
right to compel any exercise of the taxing power of the City tc
pay this Bond or the interest thereon,'or to enforce payment
thereof against any property of the City, and this Bond 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.
12. It is agreed that time is of the essence of this _
Bond. In the event of failure by the City to pay when due any
monthly installment of principal or interest within five (5)
days after the due date, or if an Event of Default shall occur,
as set forth in the Mortgage or the Loan Agreement, then the
Lender shall have the right and option to declare the Principal
Balance and accrued interest thereon, immediately due and
payable. Failure to exercise such option at any time shall not
constitute a waiver of the right to exercise the same at any
subsequent time.
13. The remedies of the Lender, as provided herein
and in the Mortgage, the Assignment of Rents, the Loan
Agreement and the Pledge 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.
14. 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.
15. This Bond has been issued without registration
under state or federal or other securities laws, pursuant to an
exemption for such issuance; and accordingly the Bond may not
be assigned or transferred in whole or part, nor may a
participation interest in the Bond be given pursuant to any
participation,agreement, except in accordance with applicable
registration requirements or an applicable exemption from such
registration requirements.
16. It is recognized that the obligation of the
Borrower shall be a non-recourse obligation from and after
substantial completion of the Project, to the extent provided
in Section 9.11 of the Loan Agreement.
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 Bond 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 Bond to
be duly executed in its name by the manual signatures of the
Mayor and City Manager and has caused the corporate seal to be
affixed hereto, and has caused this Bond to be dated March
1980.
CITY OF GOLDEN VALLEY, MINNESOTA
/ ayor
Attest:
City Manager
(SEAL)
PROVISIONS AS TO REGISTRATION
The ownership of the unpaid Principal Balance of this
Bond and the interest accruing thereon is registered on the
books of the City of Golden Valley`in the name of the holder
last noted below.
Date of Name and address Signature of
Registration Registered Owner Clerk
Northwestern National
Bank of St. Paul
March , 1980 St. Paul, MN 55101
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2-2. -The Bond.
The Bond 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 Bond shall be executed on behalf of the City by
the signatures of its Mayor and City Manager and shall be
sealed with the seal of the City. In case any officer whose
signature shall appear on the Bond shall cease to be such
officer before the delivery of the Bond, such signature shall
nevertheless be valid and sufficient for all purposes, the same
as if he had remained in office until delivery.
2-4. Delivery of Bond.
Before delivery of the Bond there shall be filed with
the City the following items:
(1) an executed copy of each of the following documents:
(A) the Loan Agreement;
(B) the Pledgo Agreement;
(C) the Mortgage;
(D) the Assignment of Rents;
(E) the Disbursing Agreement.
(2) an opinion of Counsel for the Borrower in scope and
substance satisfactory to Bond Counsel and Lender as to the
authority of the Borrower to enter into the transaction and
other related matters;
(3) the opinion of Bond Counsel as to the validity and
tax exempt status of the Bond;
(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 require
for the closing.
. Upon delivery of the Bond, 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
provisions of the Loan Agreement and the Disbursing Agreement.
The Lender or the Borrower shall provide the City with a full
accounting of all funds disbursed for Project Costs.
2-5. Intentionally Omitted.
2-6. Registration of Transfer.
The City will cause to be kept at the office of the
City Clerk a Bond 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 Bond. The Bond
shall be transferable upon the Bond Register by the Lender in
person or by its agent duly authorized in writing, upon
surrender of the Bond together with a written instrument of
transfer satisfactory to the City Clerk, and counsel to the
City, duly executed by the Lender or its duly authorized agent.
Upon such transfer the City Clerk shall note the date of
registration and the name and address of the new Lender in the
Bond Register and in the registration blank appearing on the
Bond.
2-7. Mutilated, Lost or Destroyed Bond.
In case the Bond 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
Bond of like outstanding principal amount, number and tenor in
exchange and substitution for and upon cancellation of such
mutilated Bond, or in lieu of and in substitution for such Bond
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 Bond destroyed or lost, the filing with the
City of evidence satisfactory to the City that such Bond was
destroyed or lost, and furnishing the City with indemnity
satisfactory to it. If the mutilated, destroyed or lost Bond
has already matured or been called for redemption in accordance
with its terms it shall not be necessary to issue a new Bond
prior to payment.
2-8. Ownership of Bond.
The City may deem and treat the person in whose name
the Bond is last registered in the Bond Register and by
notation on the Bond whether or not such Bond shall be overdue,
as the absolute owner of such Bond 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 Bond Transfers.
The Bond has been issued without registration under
state or other securities laws, pursuant to an exemption for
such issuance; and accordingly the Bond may not be assigned or
transferred in whole or part, nor may a participation interest
in the Bond be given pursuant to any participation agreement,
except in accordance with such applicable registration
requirements as the Lender deems necessary, or an applicable
exemption from such registration requirements.
ARTICLE THREE
REDEMPTION OF BOND BEFORE MATURITY
3-1. Redemption.
(1) In the event of (a) damage to or destruction of the
Project or condemnation of the Project or any part thereof and
(b) if Lender does not elect to apply the proceeds of any
insurance payment or condemnation award to restore the Project
pursuant to paragraphs 9(f) and 13 of the Mortgage, the Bond
shall be subject to prepayment by the City from funds furnished
by the Borrower at the time, to the extent and in the manner
set forth in paragraphs 9(f) and 13 of the Mortgage.
(2) The Bond may be otherwise prepaid at any time without
penalty in accordance with the provisions of the Bond.
3-2. Termination of Interest.
Upon deposit of the redemption price or any prepay-
ment with the Lender and the giving of any notice required by
law, the principal amounts prepaid shall, after such date,
cease to bear interest.
ARTICLE FOUR
GENERAL COVENANTS
4-1. 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 Bond at the
place, on the dates, from the source and in the manner provided
herein and in the Bond. The principal and interest are
solely from and secured by revenues and Parable
p fr
the Loan Agreement, the Mortgage and the AssignmentrofeRents,
which revenues and proceeds are hereby specifically pledged to
the payment thereof in the manner and to the extent specified
in the Bond, the Loan Agreement, Pledge Agreement, the Mortgage
and the Assignment of Rents; and nothing in the Bond or in this
Resolution shall be considered as assigning, pledging or
otherwise encumbering any other funds or assets of the City.
4-2. Performance of and Authority for Covenants.
The City covenants that it will faithfully
all times any and all covenants, undertakings, stipulations and
provisions contained in this Resolution, in the Bond 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- the the State of Minnesota
including particularly and without limitation the Act, to issue
the Bond authorized hereby, pledge the revenues and assign the
Loan Agreement in the manner and to the extent set forth in
this Resolution, the Bond, the Loan Agreement and Pledge
Agreement; that all action on its part for the issuance of the
Bond and for the execution and delivery thereof has been duly
and effectively taken; and that the Bond in the hands of the
Lender is and will be a valid and enforceable obligation of the
City according to the terms thereof.
4-3. Enforcement and Performance of Covenants.
Subject to the Pledge Agreement, the City agrees to
enforce all covenants and obligations of the Borrower under the
Loan Agreement. Further, the City agrees to perform all
covenants and other provisions pertaining to the City contained
in the Bond, the Loan Agreement and the Pledge Agreement.
4-4. Nature of Security.
Notwithstanding anything contained in the Bond, the
Mortgage, the Assignment of 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 Bond
may not be payable from or be a charge upon any funds of the
City other than the revenues and proceeds pledged to the
payment thereof, nor shall the City be subject to any liability
thereon, nor shall the Bond 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 Bond shall ever have the right to
compel any exercise of the taxing power of the City to pay the
Bond or the interest thereon, or to enforce payment thereof
against any property of the City; and the Bond shall not
constitute a charge, lien or encumbrance, legal or equitable,
upon any property of the City; and the Bond shall not
constitute a debt of the City within the meaning of any
constitutional or statutory limitation; but nothing in the Act
or this Resolution shall be construed to impair the rights of
the Lender to enforce the covenants made for the security
thereof as provided in this Resolution, the Loan Agreement, the
Mortgage, the Assignment of Rents, the Pledge Agreement and in
the Act, and by authority of the Act the City has made the
covenants and agreements herein for the benefit of the Lender;
provided that in any event, the agreement of the City to
perform or enforce the covenants and other provisions contained
in the Bond, the Loan Agreement and the Pledge Agreement shall
be subject at all times to the availability of revenues under
the Loan Agreement sufficient to pay all costs of such
performance or the enforcement thereof, and the City shall not
be subject to any personal or pecuniary liability thereon.
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ARTICLE FIVE
MISCELLANEOUS
5-1. Severability.
If any provision of this Resolution shall be held or
deemed to be or shall, in fact, be inoperative or unenforceable
as applied in any particular case in any jurisdiction or
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.
5-2.Authentication of Transcript.
The officers of the City are directed to furnish to
Bond Counsel certified copies of this Resolution and all
documents referred to herein, and affidavits or certificates as
to all other matters which are reasonably necessary to evidence
the validity of the Bond. A11 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.
5-3. Registration of Resolution.
The City Clerk is authorized and directed to cause a
copy of this Resolution to be filed with the County Auditor of
Hennepin County, and to obtain from said County Auditor a
certificate that the Bond as a bond of the City has been duly
entered upon his bond register.
5-4. Authorization to Execute Agreements.
The forms of the proposed Loan Agreement, the Pledge
Agreement, the Mortgage and the Assignment of Rents are hereby
approved in the form heretofore presented to the City Council
with such modifications, insubstantial in nature, as Bond
Counsel and counsel to the City may approve; and the Mayor and
City Manager of the City are authorized to execute the Loan
1
Agreement, the Pledge Agreement, and the certificate of
election required under Section 103(b)(6)(D) of the Internal
Revenue code in the name of and on behalf of the City and such
other documents as Bond Counsel and counsel to the City
consider appropriate in connection with the issuance of the
Bond. In the event of the absence or disability of the Mayor
or the City Manager such officers o -f the City as, in the
opinion of counsel to the City, may act in their behalf, shall
without further act or authorization of the City Council do all
things and execute all instruments and documents required to be
done or executed by such absent or disabled officers.
ROSEMARY TgO_RS-14 , MAYOR
ATTEST:
,F
JOHN M kPHY, CY CLE
ITRK
The motion for the adoption of the foregoing resolution was seconded by
Member Mitchell and upon vote being taken thereon, the following members
voted in favor thereof: Anderson, Johnson, Mitchell, Stockman and Thorsen,
and the following voted against the same: none, whereupon, said resolution
was declared duly passed and adopted, signed by the Mayor and her signature
attested by the Clerk.
U