#82-095 09-21-82 Issue Development Revenue Note3 9 A Resolution 82-95
September 21, 1982
Member Johnson introduced and read the following resolution and moved its
adoption:
RESOLUTION RELATING TO $750,000 INDUSTRIAL DEVELOPMENT REVENUE NOTE;
AUTHORIZING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES, CHAPTER 474
BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota,
as follows:
Section 1. Definitions
1.01. In this Resolution the following terms 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 of Rents: the Assignment of Rents and Leases from the Obligor
to the Lender;
City: the City of Golden Valley, Minnesota, its successors and assigns;
Disbursement Agreement: the Disbursement and Escrow Agreement relating to
the Project, to be entered into by the Obligor, the Lender, the City and Title;
Fixtures:
those items defined as such in
the Loan Agreement;
Guarantor:
James R. McCarthy, his heirs,
representatives, successors and
assigns;
Guaranty:
the Guaranty from the Guarantor
to the Lender;
Holder: the Lender or any person to whom
the Note has been assigned pursuant
to Section 5.04
of this Resolution;
Improvements: the building of additional office and accessory equipment to
be installed tFerein, to be constructed and installed on the Land and other
improvements, including the Fixutres, to be constructed or installed on the Land
by the Obligor in accordance with the Plans and Specifications therefor.
Land: the real estate described in Exhibit A to the Mortgage;
Lender: First National Bank of Minneapolis, in Minneapolis, Minnesota;
Loan Agreement: the Loan Agreement to be executed by and between the City
and the Obligor;
Mortgage: the Mortgage and Security Agreement and Fixture Financing Statement,
from the Obligor, as mortgagor, to the Lender, as mortgagee;
Note: the $750,000 Industrial Development Revenue Note (General Sheet
Metal Corporation Project) to be issued by the City pursuant to this Resolution;
Obligor: General Sheet Metal Corporation, a Minnesota corporation, and its
permitt�uccessors and assigns under the Loan Agreement;
Resolution 82-95 - Continued September 21, 1982 395 9C
Organizational Documents: the following documents, in form and substance
acceptable to the Lender: --Fl) an opinion of counsel indicating that each of the
documents referred to in Section 3.03 of this Resolution have been duly executed
and delivered and are legal and binding obligations of the Obligor, the Guarantor
and the City, as the case may be, enforceable in accordance with their terms;
(ii) a resolution of the Obligor authorizing the execution of the documents
referred to in Section 3.03 of this Resolution to which it is a party; (iii)
Bylaws of the Obligor, certified as full, true and correct by the Secretary of
the Obligor; and (iv) Articles of Incorporation and a Certificate of Good
Standing of General Sheet Metal Corporation, certified as of a recent date by
the Minnesota Secretary of State;
Pledge Agreement: the Pledge Agreement to be executed by the City, pursuant
to which the City grants a security interest in the Loan Agreement to the Lender;
Project: the Land, the Improvements and the Fixtures, as they may at any
time exist;
Project Costs: those items of Project Costs defined in Section 1.01 of the
Loan Agreement;
Resolution: this resolution of the City, adopted September 21, 1982
authorizing the issuance of the Note; and
Title: Title Insurance Company of Minnesota, a Minnesota corporation and
its successors and assigns.
Section 2. Findings. It is hereby found and declared that:
(a) the real property and improvements described in the Loan Agreement and
the Mortgage constitute a Project authorized by Section 474.02, Subdivision 1 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 the benefit of its existing investment in
educational and public service 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 City is located;
(d) this Council, by resolution adopted on March 16, 1982, gave its
preliminary approval to the Project and the proposed issuance of industrial
development revenue bonds in the amount of $725,000, based upon an estimate of
Project Costs. The Obligor has now informed this Council that its estimate of
Project Costs has now increased and has requested the City to authorize, issue
and sell the Note in the amount of $750,000;
(e) the Project has been approved by the Commissioner of the Department
of Energy, Planning & Development of the State of Minnesota as tending to further
the purposes and policies of the Act;
396 Resolution 82-95 - Continued September 21, 1982
(f) the financing of the Project, the issuance and sale of the Note, the
execution and delivery of the Loan Agreement, the Pledge Agreement and the
Disbursement Agreement, and the performance of all covenants and agreements of
the City contained in the Note, the Loan Agreement, the Pledge Agreement and the
Disbursement Agreement and of all other acts and things required under the
Constitution and laws of the State of Minnesota to make the Loan Agreement, the
Pledge Agreement, the Note and the Disbursement Agreement valid and binding
obligations of the City in accordance with their terms, are authorized by the Act;
(g) it is desirable that the Note be issued by the City upon the terms set
forth herein, and that the City grant a security interest in the Loan Agreement
to the Lender as security for the payment of the principal of and interest and
premium, if any, on the Note;
(h) the 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 and interest on the
Note when due, and the Loan Agreement also provides that the Obligor 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 special
assessments levied upon or with respect to the Land and payable during the term
of the Loan Agreement; and
(i) under the provisions of Minnesota Statutes, Section 474.10, and as
provided in the Loan Agreement and in the Mortgage, the Note is not to be
payable from or charged upon any funds of the City other than the revenue
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; the Note shall not
constitute a charge, lien or encombrance, legal or equitable, upon any property
of the City; the Note shall recite that the Note, including interest thereon, is
payable solely from the revenue pledged to the payment thereof; and the Note
shall not constitute a debt of the City within the meaning of any constitutional
or statutory limitation.
Section 3. Authorization and Sale.
3.01. 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.
3.02. 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 Clerk:
(a) Loan Agreement;
(b) Mortgage;
(c) Pledge Agreement;
(d) Assignments of Rents and Leases;
(e) Disbursement Agreement;
Resolution 82-95 - Continued September 21, 1982 Z p 7
(f) Guaranty; and J 7
(g) Form of Note.
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.
Section 4. Authorizations. Upon the completion of the Loan Agreement, the
Disbursement Agreement and the Pledge Agreement and the execution thereof by the
other parties thereto, the Mayor and the City Clerk shall execute the same on
behalf of the City and shall execute the Note in substantially the form set forth
in paragraph 5.01 hereof 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.
Section 5. The Note.
5.01. Form and Authorized Amount. The Note shall be issued substantially
in the form set forth in Exhibit A attached to this Resolution with such appropriate
variations, omissions and insertions as are permitted or required by this
Resolution and shall be in the total principal amount of $750,000. The terms of
the Note are set forth therein, and such terms, including but not limited to
provisions as to interest rate, dates and amount of payment of principal and
interest and prepayment privileges, are incorporated by reference herein.
5.02. Execution. The Note shall be executed on behalf of the City by the
signatures of the and the City Clerk, 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.
5.03. Multilated, Lost and Destroyed Note. In case the Note shall become
multilated or be destroyed or lost, the City shall cause to be executed and
delivered a new Note of like principal amount and tenor in exchange and
substitution for and upon cancellation of the multilated Note, or in lieu of and
in substitution for such Note destroyed or lost, upon the Holders' payment of
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 satisfactory
indemnification and evidence of such loss or destruction.
5.04. Assignment. The Note may be assigned by the Holder, from time to time,
by endorsement thereon or by separate written instrument; provided that notice
of any such assignment shall be given in writing to the City and the Obligor.
5.05. Delivery and Use of Proceeds. Prior to delivery of the Note, the
documents referred o in ec ion ereof shall be completed and executed in
form and substance as approved by the City Attorney and an original executed
counterpart of each such document shall be delivered to the Lender, together
with the Organizational Documents. The City shall thereupon deliver to the
Lender the Note in the total principal amount of $750,000, together with a copy,
duly certified by the City Clerk, of this Resolution and such closing certificates
as are required by bond counsel.
398 Resolution 82-95 - Continued September 21, 1982
Upon delivery of the Note and the above items to the Lender, the Lender
shall, on behalf of the City, disburse the proceeds of the note to Title, which
shall disburse the proceeds of the Note to the Obligor for payment or reimbursement
of Project Costs in accordance with the provisions of the Disbursement Agreement.
The Lender or the Obligor or Title 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 Loan Agreement, the Disbursement Agreement,
the Pledge Agreement or any other documents referred to in Section 3.03 hereof,
the Note shall not constitute a debt of the City within the meaning of any
constitutional or statutory limitation, and shall not be payable from or charged
upon any funds other than the revenue pledged to the payment thereof, and the
City shall not be subject to any liability thereon, and 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, or to enforce payment thereof against
any property of the City, and the Note shall not constitute a charge, lien or
encumbrance, legal or equitable, upon any property of the City. The agreement
of the City to perform the covenants and other provisions contained in this
Resolution or the Note, the Loan Agreement, the Disbursement Loan Agreement, or
the Pledge Agreement and the other documents listed in Section 3.03 hereof
shall be subject at all times to the availability of revenues furnished by the
enforcement thereof, and the City shall not be subject to any personal or
pecuninary liability thereon.
r
J �
Mary Anderson, Mayor Pro Tem
ATTEST:
onn murpnyvulty we
The motion for the adoption of the foregoing resolution was seconded by Member
Stockman and upon a vote being taken thereon, the following voted in favor
thereof: Anderson, Johnson, Mitchell and Stockman, and the following were
absent: Thorsen, and the following voted against the same: none, whereupon
said resolution was declared duly passed and adopted, signed by the Mayor Pro
Tem and her signature attested by the City Clerk.
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Resolution 82-95 - Continued
EXHIBIT A
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
Industrial Development Revenue Note
(General Sheet Metal Corporation Project)
September 21, 1982
$750,000
The City of Golden Valley, Minnesota, a municipal corporation of the State
of Minnesota (the City), for value received hereby promises to pay to First
National Bank of Minneapolis or its registered assigns (the Holder) at its main
office in Minneapolis, Minnesota, or such other place as the Holder may
designate in writing, from the source and in the manner hereinafter provided,
the principal sum of SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000), with
interest on the unpaid principal balance at the rate specified in paragraph
1(a) hereof (the "Tax -Exempt Rate"), or at such higher rate as is provided in
paragraph 1(b) hereof (the "Taxable Rate"), in any coin or currency which at
the time or times of payment is legal tender for the payment of public and
private debts in the United States of America, in accordance with the terms
hereinafter set forth:
1. (a) (i) On the first day of the calendar month next succeeding the
date hereof, and on the first day of each and every month thereafter until and
including the Final Maturity Date (as hereinafter defined), interest shall be
due in an amount equal to the interest accrued on the unpaid principal balance
of this Note at the Tax -Exempt Rate in effect from time to time as hereinafter
provided. The Tax -Exempt Rate in effect from time to time under this paragraph
1(a) shall be initially determined on the date hereof and shall be redetermined
on each Rate Change Date (as hereinafter defined) through and including the Rate
Change Date next preceding the Final Maturity Date and shall accrue on the unpaid
principal balance of this Note from the date of such determination through and
including the next Rate Change Date. As of any date of determination, the
Tax -Exempt Rate shall be a rate per annum equal to eighty-five percent (85%) of
the Adjusted Certificate of Deposit Rate (as hereinafter defined).
(ii) On January 1, 1983 (hereinafter the Amortization Date), and continuing
on the first day of each month thereafter until the payment payable pursuant to
paragraph 1(c) hereof is due, the unpaid principal balance of this Note, shall
be due and payable in monthly installments of principal in the amounts, and on
the dates, shown on Schedule A* attached hereto and hereby made a part hereof.
* For Schedule A refer to the bound transcript.
(b) (i) In the event that the interest on this Note shall become subject
to federal income taxation pursuant to a Determination of Taxability, as
hereinafter defined, the interest rate on this Note shall, upon demand by the
Holder to the City and the Borrower, as hereinafter defined, be increased,
retroactively effective from and after the Date of Taxability, as hereinafter
defined, to two percent (2.00%) per annum over the rate announced from time to
time by the First National Bank of Minneapolis, in Minneapolis, Minnesota, as
its "prime rate" (the "Taxable Rate"), provided, however, that in no event shall
the Taxable Rate for any period be less than the Tax -Exempt Rate otherwise in
effect for the same period. The City shall immediately upon demand pay to the
Holder and to each prior Holder affected by such Determination of Taxability an
399
400 Resolution 82-95 - Continued September 21, 1982
amount equal to the amount by which the interest accrued retroactively, at such
increased rate from the Date of Taxability to the date of payment, exceeds the
amount of interest actually accrued and paid to the Holder and any such prior
Holder during said period. (Such obligation of the City shall survive the
payment in full of the principal amount of this Note.) Thereafter (unless this
Note is prepaid), interest shall continue to accrue at the Taxable Rate and
shall be payable on the dates specified in paragraph 1(a) hereof.
(ii) The Holder shall permit the Borrower, as hereinafter defined, to
contest, litigate or appeal any Determination of Taxability at the Borrower's
sole expense, provided that any such contest, litigation, or appeal is, in the
reasonable opinion of the Holder, being undertaken and carried forward in good
faith, diligently and with reasonable dispatch. In the event that any such
contest, ligitation or appeal is undertaken, the increased interest provided in
paragraph 1 (b) (i) shall, nevertheless, be payable to the Holder and shall be
held by the Holder in escrow (without payment of interest thereon) pending final
disposition of such contest, litigation or appeal. The additional funds
collected as a result of the interest rate adjustment shall be placed in an
interest-bearing account with the Lender. In the event the contest is resolved
in favor of the Holder and Obligor, and the interest on this Note continues to
be exempt from federal income taxation, the funds held in such escrow account
shall be returned to the Borrower. If the contest is resolved against the
Holder and Obligor, and the interest on this Note is held to be subject to
federal income taxation, the amount on hand in the escrow account shall be
applied to the additional payments then due pursuant to paragraph (1) (b) (i)
hereof, with any excess returned to the Borrower. Provided, however, that in
any event the Borrower shall indemnify the Holder and each prior Holder from and
against any and all penalties, interest or other liabilities which they may
incur on account of any such contest, litigation or appeal.
(c) Payment of the entire unpaid principal balance hereof, together with
all acccrued but unpaid interest thereon, and all other indebtedness hereunder,
shall be due on the Final Maturity Date.
(d) All interest hereon shall be computed on the basis of the actual days
elapsed and a year of three hundred sixty (360) days.
2. As used herein with initial capital letters, the following terms have
the following meanings:
"Adjusted Certificate of Deposit Rate" means, for any day on which the
Tax -Exempt Rate is being determined the_ sum (rounded to the nearest one-hundredth
of one percent) of
(A) the rate obtained by dividing
(1) the Certificate of Deposit Rate for the day on which the Tax -Exempt
Rate is being determined, by
(2) a percentage equal to one hundred percent (100%) minus the full
reserve requirement percentage as specified by the Board of Governors of the
Federal Reserve System that the Lender determines would be applicable on such
day to a certificate of deposit of the Lender in excess of $100,000 and maturing
on the next succeeding Rate Change Date (including, without limitation, any
marginal, emergency, supplemental, special or other reserves if the Lender, in
its sole discretion, determines that it is required to maintain any such reserves
on such day), plus
Resolution 82-95 - Continued
September 21, 1982 401 n1
(B) the then daily net annual assessment rate as estimated by the Lender
for determining the current annual assessment payable by the Lender to the
Federal Deposit Insurance Corporation for insuring its certificates of deposit
maturing on the next succeeding Rate Change Date.
"Assignment" means the Assignment of Rents and Leases, dated the date hereof,
between the Borrower and the Lender.
"Banking Day" means a day on which commercial banks in the City of Minneapolis,
Minnesota, are open for business.
"Borrower" means General Sheet Metal Corporation, a Minnesota corporation.
"Certificate of Deposit Rate" means, for any day on which the Tax -Exempt
Rate is to be determined, the average of the dealer bid rates at 10:00 AM
Minneapolis time (or as soon thereafter as is practicable) on such day for the
purchase at face value of negotiable certificates of deposit of the Lender
maturing on the next succeeding Rate Change Date (or on the Final Maturity
Date, in the case of the determination to be made on the Rate Change Date), as
such average is determined by the Lender from three certificate of deposit
dealers of recognized standing or, if such quotations are unavailable, then on
the basis of other sources reasonably selected by the Lender, all as determined
in accordance with the Lender's regular business practice consistently applied.
"Date of Taxability" means the "Date of Taxability" as defined in the Loan
Agreement.
"Determination of Taxability" means a "Determination of Taxability" as
define in t e Loan Agreement.
"Disbursement Agreement" means the Escrow and Disbursement Agreement, dated
the date hereof, among t e ity, the Borrower, the Lender and Title Insurance
Company of Minnesota.
"Final Maturity Date" means January 1, 2008.
"Loan Agreement" means the Loan Agreement, dated the date hereof, between
the City and t e orrower.
"Mortgage" means the Mortgage and Security Agreement and Fixture Financing
Statement, dated the date hereof, between the Borrower and the Lender.
"Pledge Agreement" means the Pledge Agreement, dated the date hereof,
between the City an t e Lender.
"Rate Change Date" means any of the dates determined as follows: The first
(1st) Rate Change Date shall be the date which is ninety (90) days after the
date hereof, provided, however, that if such date is not a Banking Day, such
Rate Change Date shall be the next succeeding Banking Day. The second (2nd) and
succeeding Rate Change Dates shall be determined in the same manner as the first
Rate Change Date, such that each of said Rate Change Dates will fall on the
Banking Day which coincides with or next succeeds the date which is 90 days
after the next preceding Rate Change Date. The last Rate Change Date shall be
the Rate Change Date next preceding the Final Maturity Date.
402 Resolution 82-95 - Continued September 21, 1982
3. The Note is subject to prepayment as follows:
(a) Prepayment in whole, or in part, in increments of $10,000, at the
option of the Borrower, on any Rate Change Date upon at least thirty (30) days'
written notice to the Holder (or such lesser period of notice as may be acceptable
to the Holder).
(b) Prepayment in whole, at the option of the Holder, on any date following
a Determination of Taxability (subject to paragraph (b) (ii) hereof) upon at
least thirty (30) days' written notice to the Borrower (or such lesser period of
notice as may be acceptable to the Borrower).
(c) Prepayment in whole, at the option of the Borrower, on any Rate Change
Date following a Determination of Taxability, upon at least thirty (30) days'
written notice to the Holder (or such lesser period of notice as may be acceptable
to the Holder).
(d) Prepayment in whole at the option of the Holder on the tenth (10th)
anniversary of the Amortization Date, upon at least thirty (30) days' written
notice to the Borrower (or such lesser period of Notice as may be acceptable to
the Borrower).
(e) Mandatory prepayment pursuant to the Disbursement Agreement in the
event that there shall be any amount remaining in the Escrow Fund on the
Completion Date after payment of all Project Costs, as those terms are defined
in the Disbursing Agreement.
(f) Prepayment in part at the option of the Holder upon the occurrence of
certain events of damage, destruction or condemnation as provided in the
Mortgage.
To effect any such prepayment, the City shall pay or cause to be paid to
the Holder an amount equal to the principal amount being so prepaid (using first
for this purpose any amount then held in the Escrow Fund), plus accrued interest
on this Note to the date of prepayment. If any partial prepayment is made
hereunder, such partial prepayment shall be applied first to interest and then
to installments of principal last coming due and shall not reduce the amount of
the monthly payments of principal or interest otherwise due hereunder.
4. This Note is issued by the City for the purpose of providing funds to
be loaned to the Obligor, pursuant to the terms of the Loan Agreement to be used
to pay the cost of a Project, as defined in Minnesota Statutes, Section 474.02,
Subdivision la consisting of the construction and equipping of an addition to an
existing manufacturing facility.
5. This Note is secured by the Pledge Agreement, by the Mortgage, by the
Assignment and by a Guaranty of even date herewith from James R. McCarthy to the
Holder (the Guaranty). The disbursement of the proceeds of this Note is subject
to the terms and conditions of the Disbursement Agreement.
6. This Note is issued pursuant to an in full compliance with the
Constitution and laws of the State of Minnesota, including Minnesota Statutes,
Chapter 474, and pursuant to a resolution duly adopted by the City Council on
September 21, 1982 (the Resolution), and is a special obligation of the City
payable solely from payments to be received by the City pursuant to the
Agreement and from the property which secures payment of this Note. This Note
and the interest thereon shall never constitute a debt of the City within the
Resolution 82-95 - Continued September 21, 1982 403
meaning of any constitutional provision or stautory limitation and shall never
constitute or give rise to a charge against its general credit or taxing powers,
and it is not payable from, nor does it constitute a charge upon, any funds of
the City other than the revenues pledged to the payment thereof. This Note does
not constitute a charge, lien or encumbrance, legal or equitable, upon any
property of the City, except the revenues to be received by the City under the
Loan Agreement, and the agreement of the City to perform or cause the performance
of the covenants and other provisions herein referred to shall be limited at all
times to the availablity of revenues from the Loan Agreement and the Mortgage,
sufficient to pay all costs of such performance or the enforcement thereof.
7. All of the agreements, conditions, covenants, provisions and stipulations
contained in the Mortgage, the Assignment, the Resolution, the Loan Agreement
and the Disbursement Agreement are hereby made a part of this Note to the same
extent and with the same force and effect as if they were fully set forth herein.
8. It is agreed that time is of the essence of this Note. If a default
occurs in any payment due under this Note and is not cured within ten (10) days
after the date such payment is due, or if any Event of Default shall occur under
the Mortgage, the Assignment, the Loan Agreement or the Disbursement Agreement
and is not curred within any applicable grace period, then the Holder may at its
right and option declared immediately due and payable without notice the principal
balance of this Note and interest accrued thereon, and, to the extent permitted
by law, the applicable prepayment penalty, if any, together with any attorneys'
fees incurred by the Holder in collecting or enforcing payment thereof, whether
suit be brought or not, and all other sums due hereunder or under the Mortgage,
the Assignment, the Loan Agreement, the Disbursement Agreement or anything to
the contrary therein nothwithstanding, and payment thereof may be enforced and
recovered in whole or in part, at any time, by one or more of the remedies
provided in this Note, the Mortgage, the Assignment, the Loan Agreement and the
Disbursement Agreement.
9. The remedies of the Holder, as provided herein and in the Mortgage, the
Assignment, the Loan Agreement and the Disbursement Agreement shall be cumulative
and concurrent; may be pursued singly, successively or together and at the sole
discretion of the Holder; and may be exercised as often as occasion therefore
shall occur. The failure to exercise any such right or remedy shall in no event
be construed as a waiver or release thereof.
10. The City, for itself, its successors and assigns, subject to limitation
of the City's liability, hereby guarantees payment of this Note and waives diligence,
demand, presentment, protest and notice of dishonor and suretyship defenses
generally, and agrees that without any notice, the Holder hereof and any present
or future owner or owners of any property and interests covered by the Mortgage
or any other document given to secure this Note, or executed in connection with
this Note, may from time to time extend, renew, or otherwise modify the date or
dates or amount or amounts of payment above recited; provided, however, that in
no event may the Final Maturity Date be extended beyond the date which is thirty
(30) years from the date hereof. The Holder hereof may from time to time
release any part or parts of the property and interests subject to the Mortgage
or to any such other document from the same, with or without consideration. In
any such case, the City, subject to limitation of the City's liability, shall
continue to be liable to pay the unpaid balance of the indebtedness evidenced
hereby as so extended, renewed or modified and notwithstanding any such release.
404 Resolution 82-95 - Continued
11. Prior to registration of
may be assigned by the Holder, from
other writing, provided that notice
to the City and the Borrower.
September 21, 1982
this Note, as hereinafter provided, this Note
time to time, by endorsement hereon or by
of such assignment shall be given in writing
12. Subject to the conditions set forth herein, the City will, upon
request of the Holder, register this Note upon its books. Upon such registration,
this Note shall be 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 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 one or more new notes in an aggregate
principal amount equal to the unpaid principal balance of this Note, and of like
tenor except as to principal amount, 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 also 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, redemption 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.
13. If any term of this Note, or the application thereof to any person or
circumstances, shall, to any extent, be invalid or unenforceable, the remainder
of this note, or the applciation of such term to persons or circumstances other
than those as to which it is invalid or unenforceable, shall not be affected
thereby, and each term of this Note shall be valid and enforceable to the
fullest extent permitted by law.
14. This Note may not be amended, modified or changed nor shall any waiver
of any provision hereof be effective, except only by an instrument in writing
and signed by the party against whom enforcement of any waiver, amendment, change,
modification or discharge is sought.
15. It is intended that this Note is made with reference to and shall be
construed as a Minnesota contract and governed by the laws thereof.
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, time and manner 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 to be affixed hereto, all
this 22nd day of September, 1982.
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Resolution 82-95 - Continued September 21, 1982 405
(seal)
CITY OF GOLDEN VALLEY, MINNESOTA
By
Ma or
And
City Clerk
PROVISIONS AS TO REGISTRATION
The ownership of the unpaid principal balance of this Note and the interest
accruing thereon is registered on the books of the City of Golden Valley in the
name of the registered holder last noted below:
Name and Address
Registration of Registered Holder
First National Bank of Minneapolis
September 22, 1982 First Bank Place East
Minneapolis, Minnesota 55480
Signature of
City Clerk