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HomeMy WebLinkAboutResolution - 81-169 - Final Approval MIDB's - $800,000 For Minnesota Supply - 08/18/1981 Resolution No . RESOLUTION RELATING TO $800 , 000 COMMER- CIAL DEVELOPMENT REVENUE NOTE ; AUTHOR- IZING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES , CHAPTER 474 BE IT RESOLVED by the City Council of the City of Eden Prairie , Minnesota ( the "Municipality" ) as follows : Section 1 . Introduction. It is proposed that the Municipality issue and sell its Commercial Development Revenue Note ( Minnesota Supply Company Project) ( the "Note" ) in the principal amount of $800 , 000 , or so much as is advanced thereunder , to First Southdale National Bank of Edina ( the "Lender " ) , and that the Municipality loan the proceeds of the Note to Minnesota Supply Company ( the "Borrower " ) , pursuant to a Loan Agreement ( the " Loan Agreement" ) to be entered into between the Municipality and the Borrower , for the purpose of paying a portion of the costs of a project . Unless the context hereof clearly requires otherwise , the terms defined in Section 1. 1 of the Loan Agreement shall , when used with initial capital letters herein , have the meanings ascribed to them in said Section 1 . 1 . Section 2 . Findings . It is hereby found and declared that : ( a) Based upon representations made to the Municipality by representatives of the Borrower as to the nature of the Project , the real property and improvements described in the Loan Agreement and the Mortgage comprising the Project 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 talented , educated personnel of mature age to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities ; and 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 Municipality, and will accordingly be of direct benefit to the taxpayers of the Municipality as well as those of the overlapping taxing districts in which the Project is located . ( d) The Project has been approved by the Commissioner of Securities and Real Estate of the State of Minnesota . ( e) The financing of the acquisition and construction of the Project, the issuance and sale of the Note , the execution and delivery of the Loan Agreement and the Pledge Agreement and the performance of all covenants and agreements of the Municipality contained in the Note , the Loan Agreement and the Pledge Agreement are authorized by the Act , and of all other acts and things required under the Constitution and laws of the State of Minnesota to be done , to exist or to be performed to make the Note , the Loan Agreement and the Pledge Agreement , valid and binding obligations of the Municipality in accordance with their terms , are authorized by the Act . ( f) It is desirable that the Note in the maximum principal amount of $800 , 000 be issued by the Municipality upon the terms set forth herein , and that the Municipality pledge its interest in the Loan Agreement and grant a security interest therein to the Lender as security for the payment of the principal of , interest and premium, if any, on the Note . ( g) Subject to the terms and conditions of the Loan Agreement and the limitations of the Act , the Municipality covenants with the Lender , its successors and assigns , that the Municipality has good right to pledge , assign and grant a security interest in the Loan Agreement and the revenues therefrom in the manner and form aforesaid and that the Municipality' s interest is free and clear of all charges and encumbrances . ( h) 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 and late charges , if any, and interest on the Note when due , and the Loan Agreement also provides that the Borrower is required to pay all expenses of the operation f -2- 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 Project and payable during the term of the Loan Agreement ; ( i ) Under the provisions of Minnesota Statutes , Section 474 . 10 , the Note is not to be payable from nor charged upon any funds of the Municipality other than the revenue pledged to the payment thereof; the Municipality 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 Municipality to pay the Note or the interest thereon , nor to enforce payment thereof against any property of the Municipality other than those rights and interests of the Municipality under the Loan Agreement which have been pledged to the Lender by the Pledge Agreement ; the Note shall not constitute a charge, lien or encumbrance , legal or equitable , upon any property of the Municipality other than those rights and interests of the Municipality under the Loan Agreement which have been pledged to the Lender by the Pledge Agreement ; and the Note shall recite that the Note , including interest thereon , is payable solely from the revenue pledged to the payment thereof and shall not constitute a debt of the Municipality within the meaning of any constitutional or statutory limitation . ( j ) The execution and delivery of the Loan Agreement , the Pledge Agreement and the Note will not conflict with , or constitute on the part of the Municipality a breach of or a default under , any existing agreement , indenture , mortgage, lease or other instrument to which the Municipality is subject or is a party or by which it is bound , provided that this finding is made solely for the purpose of estopping the Municipality from denying the validity of the Loan Agreement, the Pledge Agreement or the Note by reason of the existence of any facts contrary to this finding . ( k ) No litigation is pending or , to the best '.knowledge of the members of this Council , threatened against the Municipality questioning the organization or boundaries of the Municipality or the right of any officer of the Municipality to hold his or her office , or in any manner questioning the right and power of the Municipality to execute and deliver the Note , or otherwise questioning the validity of the Note or the execution , delivery or validity of the Loan Agreement or the Pledge Agreement , or questioning the appropriation of revenues to payment of the Note or the right of the Municipality to loan the proceeds of the Note to the Borrower . -3 - ' ( I ) All acts and things required under the Constitution and the laws of the State of Minnesota to make the Loan Agreement , the Pledge Agreement and the Note the valid and binding obligations of the Municipality in accordance with their terms will have been done upon adoption of this Resolution and execution of the Loan Agreement , the Pledge Agreement and the Note , provided that this finding is made solely for the purpose of estopping the Municipality from denying the validity of. t1he Loan Agreement , the Pledge Agreement or the Note by reason of the existence of any facts contrary to this f i nd ing . ( m) The Municipality is duly organized and existing under the Constitution and the laws of the State of Minnesota and is authorized to issue the Note in accordance with the Act . Section 3 . Authorization and Sale . 3 . 1 . Authorization. The Municipality is authorized by the Act to issue revenue bonds and loan the proceeds thereof to business enterprises to finance the acquisition and construction of "projects" as defined in the Act, and to make all contracts , execute all instruments and do all things necessary or convenient in the exercise of such authority . 3 . 2. Preliminary Approval by Municipality . By preliminary resolution duly adopted by the Council on June 2 , 1981 , after a public hearing held on that date , this Council approved the sale of a revenue obligation pursuant to the Act and the loan of the proceeds to the Borrower for the acquisition , construction and equipping of the Project and authorized the preparation of such documents as may be appropriate to the Project . 3 . 3 . Approval of Documents . Pursuant to the foregoing , 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) the Note ( Exhibit A attached hereto) ( b) the Loan Agreement; ( c) the Pledge Agreement; ( d) the Mortgage ; and { -4- ( e) the Assignment . The forms of the documents listed in ( a) through ( e) 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 and the Pledge Agreement , approved in Section 3 . 3 hereof, and execution thereof by the Borrower and the Lender , as the case may be , the Mayor and the City Manager shall execute the same on behalf of the Municipality and , together with the City Clerk , shall execute the Note in substantially the form as set forth in Exhibit A attached hereto on behalf of the Municipality , 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 certifications , recitals and representations of the Municipality . Execution of any instrument or document by one or more appropriate officers of the Municipality shall constitute , and shall be deemed the conclusive evidence of , the approval and authorization by the Municipality and the City 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 or the City Clerk , by such officer of the Municipality who , in the opinion of the City Attorney, may execute such documents . Section 5 . The Note . 5. 1 . Form and Authorized Amount of Note . The Note shall be issued substantially in the form presented to this Council and set forth in Exhibit A attached hereto and made a part hereof , with such appropriate variations , omissions and insertions as are permitted or required by this Resolution , in the maximum principal amount of $800 , 000 , or so much as is advanced thereunder . The terms of the Note are set forth therein , and such terms , including but not limited to interest rate , dates and amount of payment of principal and interest and prepayment privileges , are incorporated by reference herein . 5. 2 . Execution . The Note shall be executed on behalf of the Municipality by the signatures of the Mayor and the City Manager , and shall be sealed with its corporate seal , a' `5 attested by the City Clerk , and shall be dated as of the date of its delivery . 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 . 3 . Mutilated , Lost and "Destroyed Note . In case the Note shall become mutilated or be destroyed or lost , the Municipality 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 Municipality in connection therewith , and in case the Note is destroyed or lost , its filing with the Municipality evidence satisfactory to it of such destruction or loss . 5 . 4 . Assignment . The Note may be assigned by the Holder thereof, 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 Municipality and the Borrower . At the request of the Holder , the Note shall be registered on the books of the Municipality , subject to the conditions set forth in the form of Note attached hereto as Exhibit A. 5 . 5 . Delivery and Use of Proceeds . Prior to delivery of the Note , the documents referred to in Section 3 . 3 hereof shall be completed and executed in form and substance as approved by the Attorney for the Municipality and an original , executed counterpart of each such document shall be delivered to the Lender , together with the Organizational Documents . The Municipality shall thereupon deliver to the Lender the Note in the total principal amount of $800 , 000 , together with a copy , duly certified by the City Clerk , of this Resolution and such closing certificates 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 Municipality, disburse the proceeds of the Note to the Borrower in reimbursement of , or to its order for payment of , Project Costs pursuant to the provisions of the Loan Agreement . The Borrower shall provide the Municipality with a full accounting of all funds disbursed for Project Costs . Section 6 . Limitations of Munic i alit ' s Obligations . It is understood and agreed by the Borrower and the Holder -a- that no covenant , provision or agreement of the Municipality herein or in the Note contained , or in any document executed by the Municipality in connection with the Project or the issuance , sale and delivery of the Note or this Loan Agreement , or any obligation herein or therein imposed upon the Municipality or breach thereof shall give rise to a pecuniary liability of the Municipality or a charge against its general credit or taxing powers . In making the agreements , provisions and covenants set forth herein , the Municipality has not obligated itself except with respect to this Loan Agreement and the application of revenues hereunder as hereinabove provided . The Note constitutes a special obligation of the Municipality, payable solely from the revenues pledged to the payment thereof pursuant to this Loan Agreement and the Pledge Agreement, and does not now and shall never constitute an indebtedness or a loan of the credit of the Municipality, the State of Minnesota or any political subdivision thereof or a charge against general taxing powers within the meaning of any constitutional or statutory provision whatsoever . It is further understood and agreed by the Borrower and the Holder that the Municipality will not be liable for any expenses related hereto , all of which the Borrower agrees to pay. If , notwithstanding the provisions of the i immediately preceding sentence , the Municipality incurs any expense , or suffers any losses , claims or damages or incurs any liabilities , the Borrower will indemnify and hold harmless the Municipality from the same and will reimburse the Municipality for any legal or other expenses incurred by the Municipality in rlation thereto , and this covenant to indemnify, hold harmless and reimburse the Municipality shall survive delivery of and payment for the Note . The liability of the Municipality is further restricted as provided in Section 474 . 10 of the Act . Adopted : August 18 , 1981 . --------- Mayor Attest: / ity Clerk -7- EXHIBIT A UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE Commercial Development Revenue Note ( Minnesota Supply Company Project) $800 , 000 The City of Eden Prar ie , Minnesota , a municipal corporation of the State of Minnesota ( the City) , for value received , hereby promises to pay to the order of FIRST SOUTHDALE NATIONAL BANK OF EDINA or assigns ( the Holder ) , at its principal office in Edina , Minnesota , or at such other place as the Holder may designate in writing , solely from the source and in the mariner hereinafter provided , the principal sum of EIGHT HUNDRED THOUSAND DOLLARS ( $800 , 000 ) , or so much as is advanced hereunder in accordance with the Loan Agreement of even date herewith ( the Loan Agreement) between the City and Minnesota Supply Company, a Minnesota corporation ( the Borrower) , with interest on the unpaid principal amount at the rate set forth below, 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. This Note is payable in installments due as follows : ( a) Until the Completion Date ( as hereinafter defined) , interest shall accrue monthly from and after the date of each and every advance made hereunder at a rate per annum equal to 80% of the Prime Rate ( as hereinafter defined ) announced as being charged by the First National Bank of Minneapolis , and interest only shall be payable on the first day of the month next succeeding the date on which the first advance is made , and on the first day of each and every month thereafter , and on the Completion Date . ( b) On the first day of the month following the Completion Date , interest only shall be payable on the unpaid balance hereof accrued between the Completion Date and the said first day of the month , computed at the rate of twelve percent ( 12 % ) per annum . ( c) Commencing on the first day of the second month following the Completion Date ( which date is hereinafter referred to as the "Amortization Date" ) , and continuing on the first day of each month thereafter. until the payment payable pursuant to paragraph ( e) hereof is due , this Note shall be payable in monthly installments of principal and interest ; the amount of each installment is to be calculated on an assumed 25-year amortization period with interest at the rate of twelve percent ( 12% ) per annum , which rate is subject to increase at the times and in the manner set forth in paragraph ( d) hereof. ( d ) As of the end of the third (3 rd) , sixth ( 6th ) , ninth ( 9th ) and twelfth ( 12thI Loan Years ( as hereinafter defined) , and effective for the monthly payments due on the third ( 3 rd ) , sixth ( 6 th ) , ninth (9th) and twelfth (12th ) anniversaries of the Amortization Date , respectively ( each of said dates being hereinafter referred to as an " Interest Redetermination Date" ) , the interest rate in effect for the three-year period immediately preceding such Interest Redetermination Date shall be increased or decreased by being multiplied by the percentage , if any , by which the Index Rate ( as hereinafter defined ) determined for the Base Period ( as hereinafter defined ) ending immediately prior to such Interest Redetermination Date shall have increased or decreased over the Index Rate determined for the next preceding Base Period . In the event of such an increase or decrease in the interest rate hereunder , the monthly installments of principal and interest hereunder shall be increased or decreased effective as of the first day of the month following the applicable Interest Redetermination Date , so as to amortize the unpaid balance of this Note , together with interest thereon at such increased rate , in equal monthly installments of principal and interest over the remaining portion of the original 25-year amortization period , but in no event shall the interest rate payable on this Note at any time be less than twelve percent ( 12% ) per annum . ( e ) Payment of the entire unpaid principal balance hereof , together with all accrued but unpaid interest thereon , and all other indebtedness due hereunder , shall be due on the fifteenth ( 15th) anniver_ sary of the Amortization Date . As used herein , the term "Completion Date" shall mean the date on which the final advance is made to the Borrower under the Loan Agreement ; the term "Prime Rate" shall mean the rate of interest from time to time publicly announced by the First National Bank of Minneapolis as its "prime rate ; " the term " Loan Year" shall mean a year -2- consisting of twelve (12 ) consecutive calendar months , the first day of the first Loan Year being the Amortization Date ; the term " Base Period" shall mean , as the context may indicate , any of the six-month periods ending on the dates immediately preceding the Amortization Date and each Interest Redetermination Date , respectively; and the term " Index Rate" shall mean an interest rate which is two percent ( 2 % ) in excess of the prevailing yield reflected in the Bond Buyer Index of Municipal Bond Average Yields ( 20 bond index ) , as published in The Daily Bond Buyer , immediately preceding an Interest Redetermination Date , for dates failing in the applicable Base Period , provided , however , that if the Index Pate cannot be determined for any Base Period due to cessation of publication of said Bond Buyer Index , the interest rate shall be the rate agreed upon by the Holder and the Company and shall remain in effect for the remainder of the term of this Note ; provided that if no such rate can be agreed upon , then all amounts due and owing, under this Note or the first Interest Redetermination Date on which no Index Rate can be determined shall be immediately due and payable . 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 . All interest hereon shall be computed on the basis of the actual number of days elapsed on the assumption that each month contains thirty ( 30 ) days and each year three hundred sixty ( 360 ) days . The principal of this Note is not subject to prepayment prior to the Amortization Date . From and after the Amortization Date , up to ten percent ( 10% ) of the original principal balance of this Note may be prepaid in any one Loan Year , on a noncumulative basis , without prepayment premium or penalty. In addition , from and after the Amortization Date , the principal amount of this Note , in excess of said ten percent (10% ) may be prepaid , either in whole or in part , on any monthly installment payment date upon payment of a price equal to the principal being so prepaid plus accrued interest to the date of prepayment and subject to a premium expressed as a percentage of the principal balance in excess of said ten percent ( 10% ) being so prepaid as follows : -3 - Loan Year Premium 1 103 % 2 102&j % 3 102 4 1 01-11 % 5 101 6 100-11 % Thereafter Par 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) , the interest rate on this Note shall be increased to eighteen percent (18% ) per annum from the Date of Taxability ( as defined in the Loan Agreement) , in which case the monthly installment payments hereunder from and after the Date of Taxability shall be computed at such increased rate . The holder shall give notice to the Borrower of its receipt of any Notice of Taxability ( as defined in the Loan Agreement) and permit the Borrower to contest , litigate or appeal the same at its sole expense and as provided in the Mortgage ( as hereinafter defined ) In the event any such contest , litigation or appeal is undertaken , the increased interest provided in this paragraph shall , nevertheless , be payable to the Holder and shall be held by the Holder in escrow pending final disposition of such contest , litigation or appeal. . If the interest rate on the Note is increased pursuant to this paragraph , the Borrower shall have the right , at any time within 180 days from the date upon which it receives notice of the increased interest rate , to direct the prepayment of all , but not less than all , of the outstanding principal of the Note , which prepayments shall be made on an installment payment date , and shall be at par and accrued interest , without prepayment premium . This Note constitutes an issue in the maximum authorized face amount of $800 , 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 the acquisition of certain real estate and construction of improvements thereon , and paying necessary expenses incidental thereto , such funds to be loaned by the City to the Borrower pursuant to a Resolution adopted by the City on , 1981 ( the Resolution) and the Loan Agreement , thereby assisting activities in the public �- interest and for the public welfare of the City . This R -4- Note is secured by a Mortgage and Security Agreement ( the Mortgage) between the Borrower and the Holder , an Assignment of Rents and Leases ( the Assignment) between Borrower and the Holder and a Pledge Agreement between the City and the Holder , all of even date herewith . Prior to registration of this Note , as hereinafter provided , this Note may be assigned by the Holder , from time to time , by endorsement hereon or by other writing , provided that notice of such assignment shall be given in writing to the City and the Borrower . 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 Finance Director/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 Finance Director/Clerk , duly executed by the Holder or its duly authorized attorney . Upon such transfer the Finance Director/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 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 also 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 , 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 . All of the agreements , conditions , covenants , provisions and stipulations of the City contained in the Resolution and Loan Agreement are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein . If an Event of Default occurs under this Note , the Loan -5- Agreement , the Mortgage , the Assignment , the Revolving Credit Agreement , dated _ , 1981 , between the Borrower and the Holder or under any other " Collateral Document" ( as defined in the Loan Agreement) , or if any other event occurs which entitles the Holder to accelerate payment under the Mortgage , then the Holder may at its right and option ( subject , however , to such notice as may be required under the Mortgage) 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 enforcing payment thereof , whether suit be brought or not , and all other sums due hereunder . The Holder may extend the time of payment of interest or principal of this Note , without notice to or consent of any party liable hereon , and without releasing any such party . This Note is issued pursuant to and 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 August 18, 1981 ( the Resolution) , and , together with interest hereon and any premiums , taxes , penalties , late charges or other amounts payable hereunder , however designated , are special obligations of the City payable solely from payments to be received by the City pursuant to the Loan Agreement and from disposition of the property which secures payment of this Note . This Note , the interest hereon and any premiums , taxes , penalties , late charges or other amounts payable hereunder , however designated , shall never constitute a debt of the City within the meaning of any constitutional provision or statutory limitation and shall never constitute or give rise to a charge against its general credit or ta-- ng powers , and are not payable from nor a charge upon any funds of the City other than the revenues pledged to the payment thereof . This Note , the interest hereon and any premiums , taxes , penalties , late charges or other amounts payable hereunder , however designated , do 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 availability of revenues from the Loan Agreement , the Assignment and the Mortgage, sufficient to pay all. costs of such performance or the enforcement thereof . No Holder or Holders of this Note shall ever have the right to compel any exercise of the -6- d taxing powers of the City to pay the Note , the interest hereon or any premium , taxes , penalties , late charges , or other amounts , however designated , nor to enforce payment thereof against any property of the City. The provisions of this paragraph shall , for all purposes of this Note , be controlling and be given full force and effect, anything else to the contrary in this Note notwithstanding . 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 pfficers and its corporate seal affixed all as of the 18"6-- day of 1981 . CITY OF EDEI - PRAIRIE , MINNES By - ayor (SEAL) And y Man ger -7- 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 Eden Prar ie in the name of the registered holder last noted below . Date of Name and Address of Signature of Finance Registration Registered Holder Director/Clerk i -8-