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HomeMy WebLinkAboutResolution - 81-170 - Final Approval MIDB's - $750,000 for Wilson Learning Corporation - 08/18/1981 RESOLUTION NO. 81-170 A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE BOND PURSUANT TO CHAPTER 474 , MINNESOTA STATUTES , TO PROVIDE FUNDS TO BE LOANED TO WILSON LEARNING CORPORATION FOR INDUSTRIAL DEVELOPMENT EQUIPMENT PROJECT BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota ( the "City" ) , as follows : 1 . Authority. The Ci tv is , by the Constitution and laws of -the State of Minnesota, including Chapter 474 , Minnesota Statutes , as amended ( the "Act" ) , authorized to issue and sell its revenue Bond for the purpose of undertaking an authorized project and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act and to pledge revenues of the project and otherwise secure the Bond . 2 . Authorization of Bond . The City Council hereby determines that it is desirable and expedient to authorize, and the City Council does hereby authorize, the issuance of a revenue Bond of the City pursuant to the Act to provide funds to be loaned to Wilson Learning Corporation, a Minnesota corporation ( the "Company" ) , in order that the Company may acquire certain items of equipment and other tangible personal property to be installed in the Company ' s office/ warehouse building which is currently being expended ( the "Project" ) . 3 . Documents Presented . Forms of the following docu- ments relating to the Project and the financing thereof have been submitted to and examined by the City Council and are now on file in the office of the City Clerk-Treasurer : ( a ) Loan and Purchase Agreement (the 11Loan Agree- ment" ) , dated as of September 1 , 1981 , by and among the City, the Company and First Edina National Bank ( the "Lender" ) , whereby, among other things, the City agrees to sell and the Lender agrees to purchase the City' s $750 , 000 Industrial Development Revenue Bond (Wilson Learning Corporation Equipment Project) ( the "Bond" ) , the City agrees to make a loan to -the Company of the proceeds of the sale of the Bond, and the Company covenants to pay amounts sufficient to provide for the full and prompt payment when due of the principal of, premium, if any, and interest on the Bond; and (b ) Loan Agreement Assignment ( the "Loan Agree- ment Assignment" ) dated as of September 1 , 1981 , from the City to the Lender, whereby the City assigns to the Lender all of its interest in the Loan Agreement and i Loan Repayments of the Company thereunder (except its rights under Sections 5 . 02 , 7 . 01 , 8 . 04 and 9 . 10 thereof relating to indemnity and expenses of the City) , .for the purpose of securing the full and prompt payment of the Bond (the form of Loan Agreement Assignment being attached as Exhibit 2 hereto ) ; and (c ) Security Agreement (the "Security Agreement" ) dated as of September 1 , 1981 , from the Company to the Lender, whereby the Company grants a security interest in the Project Equipment, as defined therein, as further security for the full and prompt payment of the Bond ( this document not to be executed by the City ) . 4 . Findings . It is hereby found, determined and declared. that: ( a) The Project, as described in paragraph 2 hereof and in the Loan Agreement, based upon the repre- sentations of the Company, constitutes a project author- ized by and described in Section 474 . 02 , Subd. la, of the Act . (b ) The purpose of the Project is and the effect thereof will be to promote the public welfare by: preventing the emergence of blighted and marginal lands and areas of chronic unemployment; preventing economic deterioration; the development of sound industry and commerce 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; and halting the movement of talented, educated personnel to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facilities ; and adding to the tax base of the City and the County and School District in which the Project will be located. (c ) The Project has been approved by preliminary resolutions of the City Council duly adopted on June 3 , 1980 , and by the Commissioner of Securities of the State of Minnesota . (d) The issuance and sale of the Bond, the execu- tion and delivery of the Loan Agreement and the Loan Agreement Assignment and the performance of all covenants and agreements of the City contained in the Bond, the Loan Agreement and the Loan Agreement Assignment and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Bond, the Loan Agreement and the Loan Agreement Assignment valid and binding obligations of the City in accordance with their terms , are authorized by the Act. -2- ( e ) There is no litigation pending or, to 'the best of its knowledge threatened, against the City relating to the Project or to the Bond, the Loan Agree- ment or the Loan Agreement Assignment or questioning the organization of the City or its power or authority to issue the Bond or execute and deliver the Loan Agreement and the Loan Agreement Assignment. ( f) The execution, delivery and performance of the Ci.ty ' s obligations under the Bond, the Loan Agreement and the Loan Agreement Assignment have been fully authorized by all requisite action and do not and will not violate any order of any court or other agency of government, or any indenture , agreement or other instru- ment to which the City is a party or by which it or any of its property is bound, or be in conflict, with, result in a breach of, or constitute (with due notice or lapse of time or both ) a default under any such indenture , agreement or other instrument, provided, however, that this finding is made solely for the purpose of estopping the City from denying the validity of -the Bond or any of the documents referenced in this paragraph by reason of the existence of anv facts contrary to this finding . ( g ) The Loan Agreement provides for payments by the Company to the Lender for the account of the City of such amounts as will be sufficient to pay the prin- cipal of, premium, if any, and interest on the Bond when due . No reserve funds are deemed necessary for this purpose . The Loan Agreement obligates the Company to provide for the operation and maintenance of the Project facilities , including provision for adequate insurance , taxes and special assessments . ( h) Under the provisions of Section 474 . 10 of the Act, -the Bond shall recite that the Bond is not to be payable from nor charged upon any funds other than amounts payable by the Company pursuant to the Loan Agreement, which amounts are pledged to the payment thereof, and moneys derived from foreclosure or other enforcement of the Security Agreement; the City is not subject to any liability thereon; no Holder of the Bond shall ever have the right to compel the exercise of the taxing power of the City to pay the Bond or the interest thereon, nor to enforce payment thereof against the general funds or property of the City; the Bond shall not constitute a charge, lien or encumbrance , legal or equitable, upon any property of the City; and the Bond does not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. ( i ) Nothing has come to the attention of the City Council to indicate that any member of the City Council -3- ( :i ) has a direct or indirect interest in the Project, the Loan Agreement, the Loan Agreement Assignment or. the Bond, ( ii ) owns any capital stock of or other interest in the Project or the Company, ( iii ) is an officer or director of the Company, ( iv) will be involved in supervising the completion of the Project, or (v) will receive any commission, bonus or other remuneration for or in respect of the Project, the Loan Agreement, the Loan Agreement Assignment or the Bond. ( j ) The City is a duly organized and existing municipal corporation under the laws of the State of Minnesota and has power to issue the Bond under the Act . 5 . Approval and Execution of Documents . The forms of Loan Agreement, Loan Agreement Assignment, and Security Agreement referred to in paragraph 3 hereof are approved. The Loan Agreement and Loan Agreement Assignment shall be executed in the name and on behalf of the City by the Mayor and City Manager, or other appropriate officers of the City authorized to execute documents on the behalf of such officers , in substantially the form on file , but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same , which approval shall be conclusively evidenced by the execution thereof. The Security Agreement may contain such revisions as may be approved by the Lender and the Company. 6 . Approval of Terms and Sale of Bond. The City shall proceed forthwith to issue its City of Eden Prairie Industrial Development Revenue Bond (Wilson Learning Corporation Equipment Project ) , in the authorized principal amount of $750 , 000 , substan- tially in the form, maturing, bearing interest, payable in the installments and otherwise containing the provisions set forth in the form of Bond attached hereto as Exhibit 1 , which terms and provisions are hereby approved and incorporated in this Resol- ution and made a part hereof . A single fully registered Bond, substantially in the form of Exhibit 1 to this Resolution, shall be issued and delivered to the Lender in the principal amount of $750 , 000 as authorized by the Act. Principal of and interest on the Bond shall be payable at the office of the registered owner thereof as it appears on the registration records maintained by the City Clerk in lawful money of the United States . The proposal of the Lender to purchase the Bond at a price of $750 , 000 ( 100% of the par value thereof ) is hereby found and determined to be reasonable and is hereby accepted . 7 . Execution, Delivery and Endorsement of Bond. The Bond may be in typewritten or printed form and shall e executed by the manual signatures of the Mayor and City Manager and the official seal of the City shall be affixed thereto . When so prepared and executed, the Bond shall be delivered to the Lender -4- upon payment of the purchase price therefor, and upon receipt of the signed legal opinion of Faegre & Benson, of Minneapolis , Minnesota, bond counsel , pursuant to the Loan Agreement . The Bond shall contain a recital that such Bond is issued pursuant to the Act., and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 8 . Re istration Records . The City Clerk-Finance Director, as Bond registrar, shall keep a Bond register in which the City shall provide for the registration of the Bond and for transfers of the Bond. The City Clerk-Finance Director is autho- rized and directed to deliver a certified copy of this Bond Resolution to the Director of Property Taxation, acting as County Auditor of Hennepin County, together with such other information as the County Auditor may require, and obtain the certificate of the County Auditor as to entry of the Bond on his bond register as required by the Act and Section 475 . 63 , Minnesota Statutes . 9 . Mutilated, Lost, Stolen or Desc.ro ed Bond. If the Bond is mutilate ost, stolen or estroye , the City may execute and deliver to the Holder a new Bond of like amount, date , number and tenor as that mutilated, lost, stolen or destroyed; provided that, in the case of mutilation, the mutilated Bond shall first be surrendered to the City, and in the case of a lost, stolen or destroyed Bond, there shall be first furnished to the City and the Company evidence of such loss , theft or destruction satis- factory to -the City and the Company, together with indemnity satisfactory to them . The City and Company may charge the Holder with their reasonable fees and expenses in replacing any muti- lated, lost, stolen or destroyed Bond . 10 . Transfer of Bond ; Person Treated as Holder . The Bond shall be transferabIe by the Holder on n tie- Bow register of the City, upon presentation of the Bond for notation of such transfer thereon at the office of the City Clerk-Finance Director, as Bond registrar, accompanied by a written instrument of transfer in form satisfactory -to the City Clerk-Finance Director and the City Attorney duly executed by the Holder or its attorney duly authorized in writing. The Holder seeking to transfer ownership of such Bond shall also give written notice thereof prior to the time that the next payment is due thereunder to the Company. Such Bond shall continue to be subject to successive transfers at the option of the Holder_ of the Bond . No service charge shall be made for any such transfer , but the City Clerk-Finance Director may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith which the Company shall pay under the Loan Agreement . The person in whose name the Bond shall be issued or, if transferred, shall be regis- tered from time to time shall be deemed and regarded as the absolute Holder thereof for all purposes , and payment: of or on account of the principal of and interest on such Bond shall be made only to or upon the order of the Holder thereof, or its attorney duly authorized in writing, and neither the City, the City Clerk-Finance Director, the Company, nor the Lender shall. be -5- affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. The Bond shall be initially registered in the name of the Lender. 11 . Amendments , Changes and Modifications to Loan Agreement and Bond Resolution . Except pursuant to Section 9 . 09 of the Loan Agreement, the City shall not enter into or make any change, modification, alteration or termination of the Loan Agreement, the Loan Agreement Assignment or this Bond Resolution. 12 . Pledge to Holder . Pursuant to the Loan Agreement Assignment, the City shall pledge and assign to the Lender and its successor Holders of the Bond all interest of the City in the revenues of the Project and the Project facilities , including all Loan Repayments to be made by the Company under the Loan Agreement and the interest of the City in any moneys derived from enforcement of the Security Agreement. All collections of moneys by the City in any proceeding for enforcement of the obligations of the Company under the Loan Agreement or the Security Agreement shall be received, held and applied by the City for the benefit of -the Holder of the Bond. 13 . Covenants with Holder; Enforceability . All provi- sions of the Bond and of this Resolution and all representations and undertakings by the City in the Loan Agreement and the Loan Agreement Assignment are hereby declared to be covenants between the City and the Lender and its successor Holders of the Bond and shall be enforceable by the Lender or any Holder in a proceeding brought for that purpose . 14 . Authorized Representative . The City Clerk-Finance Director is hereby designated as the Authorized Municipal represen- tative for all purposes of the Loan Agreement with full authority to do on behalf of the City all those things required or authorized by the Loan Agreement to be done by action or certificate of the Authorized Municipal Representative . 15 . Definitions and Interpretation. Terms not other- wise defined in this Resolution but defined in the Loan Agreement shall have the same meanings in this Resolution and shall be interpreted herein as provided therein. Notices may be given as provided in Section 9 . 01 of the Loan Agreement. In case any provision of this Resolution is for any reason_ illegal or invalid or inoperable , such illegality or invalidity or inoperability shall not affect the remaining provisions of this Resolution, which shall be construed or enforced as if such illegal or invalid or inoperable provision were not contained herein. 16 . Election Under Internal Revenue Code . The City hereby elects that the provisions of Section 103 (b ) ( 6 ) (D ) of the Internal Revenue Code of 1954 and Reg . §1 . 103-10 (b ) ( 2 ) (vi ) there- under, permitting the issuance of tax exempt industrial develop- ment bonds in amounts up to $10 , 000 , 000 under certain conditions , -6- shall apply to the Bond, and the Mayor, City Manager and City '. Clerk or any of them are authorized to execute and file the appropriate form of election under the Code and Regulations with the Internal Revenue Service . 17 . Certifications . The Mayor, City Manager, City Clerk-Finance Bir tce or and other officers of the City are author- ized and directed to prepare and furnish to Faegre & Benson, bond counsel , to the Company, to the Lender and to counsel for the Company and counsel for the Lender, certified copies of all proceedings and records of the City relating to the Project and the Bond, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers ' custody and control or as otherwise known to them; and all such certified copies , certificates and affidavits , including any heretofore furnished, shall constitute representa- tions of the City as to the truth of all statements contained therein . ADOPTED this 18th day of August, '1981 . �; A 4W fga g' H. Penzel , Mayor Jo ne, City Clerk SEAL i. -7- EXHIBIT 1 TO BOND RESOLUTION (Form of Bond ) UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDEN PRAIRIE Industrial. Development Revenue Bond (Wilson Learning Corporation Equipment Project ) No . R-1 $750 , 000 The City of Eden Prairie , a municipal corporation in the County of Hennepin and State of Minnesota ( the "City" ) , for value received, hereby promises to pay, but solely from the source and in the manner hereinafter provided, to First Edina National Bank or registered assigns the principal sum of Seven Hundred Fifty Thousand Dollars ( $750 , 000 ) , on June 1 , 1992 , and to make pay-rents of said principal sum in installments as herein- after provided, and to pay to the owner hereof from such source interest on the outstanding and unpaid balance of such principal sum or on the outstanding balance of Advances made against such sum, as provided for in the Loan Agreement mentioned below, from the date hereof until said principal sum is paid, at the rate of Twelve per centum ( 12 . 00%) per annum . If there shall be a Deter- mination of Taxability, as defined in the Loan Agreement, such interest rate shall be increased to an annual effective rate of the greater of ( i ) 12 . 00% per annum or ( ii ) the rate of interest from time to time announced by First Edina National Bank as its prime rate . Interest at such increased rate shall accrue from the Date of Taxability, as defined in the Loan Agreement, until final payment of the principal of the Bond. Upon 120 days ' prior written notice from the Holder hereof to the Company, the Company shall pay all additional interest accrued hereunder from the Date of Taxability to the date of such payment, and, thereafter, such additional interest shall be paid quarterly on regular installment payment dates . Interest only accruing from the date hereof shall be paid on December 1 , 1981 and March 1 , 1982 , and, thereafter, principal of and interest on this Bond shall be paid in equal quarterly installments of Dollars ( $ ) each, but subject to adTustment as provided above in the event of Determination of Taxability, on June 1 , 1982 , and on the first day of each September, December, March and June thereafter. , and a final installment is payable on June 1 , 1992 , at which time all the unpaid principal and interest of this Bond shall be paid. Payments of such installments shall be applied, first, to accrued and unpaid interest and, next, to unpaid principal . Principal and interest shall be paid to the registered holder hereof in lawful money of the United states at its address as it appears on the registration records maintained by the City Clerk-Finance Director or at such other place as the Holder hereof may designate in writing . This Bond is issued pursuant to the Minnesota. Municipal Industrial Development Act, Chapter 474 , Minnesota Statutes , as amended ( the "Act" ) , and in conformity with the provisions, restrictions and limitations thereof. This Bond and the interest hereon, premiums , penalties , late charges , processing fees and any other payments required herein, however designated, are not payable from nor charged upon any funds other than amounts payable by the Company, hereinafter mentioned, pursuant to the. Loan Agreement, hereinafter mentioned, which are pledged to the payment hereof, and, in an event of default, moneys derived from foreclosure or other enforcement of the hereinafter-mentioned Security Agreement; the City is not subject to any liability hereon; no Holder of this Bond shall ever have the right to compel the exercise of the taxing power of the City to pay this Bond or the interest hereon, nor to enforce payment hereof against any property of the City; and this Bond shall not constitute a charge , lien or encumbrance, legal or equitable , upon any property of the City; and this Bond does not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation. The provisions of this paragraph are controlling and shall not be construed as being limited by any other provisions of this Bond. This Bond is a special obligation in the principal amount of $750 , 000 , which has been authorized by law to be issued and has been issued for the purpose of funding a loan from the City to Wilson Learning Corporation, a Minnesota corporation ( the "Company" ) , to enable the Company to acquire certain items of equipment and other tangible personal property, to be installed in the Company' s existing office/warehouse building, which is currently being expanded, as authorized by the Act ( the "Project" ) . This Bond is issued pursuant to a Bond Resolution of the City duly adopted on , 1981 , and a Loan and Purchase Agreement ( the "Loan Agreement" ) dated as of September 1 , 1981 , by and among the City, the Company and First Edina National Bank ( the "Lender" ) . This Bond is secured by the Bond Resolution, the Loan Agreement, a Loan Agreement Assignment ( the "Loan Agreement Assignment" ) dated as of September 1 , 1981 , from the City -to the Lender, and a Security Agreement (the "Security Agreement" ) dated as of September 1 , 1981 , from the Company to the Lender, to which Bond Resolution, Loan Agreement, Loan Agreement Assignment, and Security Agreement and amendments thereof reference is hereby made for a description and limitation of the revenues and funds pledged and appropriated to the payment of this Bond, the nature { and extent of the security thereby created, the rights of the Holder of the Bond, the rights , duties and immunities of the Lender , and the rights , immunities and obligations of the City -2- thereunder . Certified copies of the Bond Resolution and executed counterparts of the Loan Agreement, the Loan Agreement Assignment, and the Security Agreement are on file at the office of the City Clerk-Finance Director. This Bond shall be subject to prepayment and redemption at the option of the City, at the request of the Company, .in whole or in part, and without penalty as provided in Section 5 . 05 of the Loan Agreement. Notice of any such prepayment or redemption shall be given to the owner or registered assigns of this Bond by certified or registered mail , addressed to it at its registered address , not less than seven ( 7 ) days prior to the date fixed for prepay- ment or redemption, and shall be published, if required by law, in a financial journal circulated in the English Language in the City of Minneapolis or St . Paul , Minnesota, at least once, not less than thirty ( 30 ) days before the date so fixed for prepayment or redenpti.on. At the date fixed for prepayment or redemption, funds shall be paid to the owner hereof at its registered address, sufficient to pay the principal amount of this Bond to be prepaid and accrued interest, plus any prepayment premium. Upon the happening of the above conditions , the principal amount of this Bond thus called shall not bear interest after the date specified for prepayment or redemption. This Bond is transferable , as provided in the Bond Resolution, only upon the Bond register of the City Clerk-Finance Director, as Bond registrar, by the owner hereof in person or by his duly authorized attorney, as provided in the Bond Resolution. In case an Event of Default, as defined in the Loan Agreement, occurs , this Bond and the Loan Repayments thereafter to became due under the Loan Agreement may become immediately due and payable , in the manner and with the effect and subject to the conditions provided in the Loan Agreement. The Holder of this Bond shall have the right to enforce the provisions of the Bond Resolution, Loan Agreement, Loan Agreement Assignment, and Security Agreement. All persons or corporations now or at any time liable, whether primarily or secondarily, for payment of indebtedness hereby evidenced, for themselves , their heirs , legal represen- tatives , successors and assigns , respectively, expressly waive presentment for payment, notice of dishonor, protest, notice of protest, and diligence in collection, and consent that the time of said payments or any part thereof may be extended by said holder and further consent that the real or collateral security herefor or any part thereof may be released by said holder, without in any wise modifying, altering, releasing, affecting, or limiting their respective liability or the lien of the Security Agreement. -3- The terms and provisions of the Bond Resolution, Loan Agreement, Loan Agreement Assignment or Security Agreement, or of any instrument supplemental thereto, may be modified or altered only pursuant to Section 9 . 09 of the Loan Agreement and paragraph 11 of the Bond Resolution. Any term used but not defined herein shall have the meaning set forth in the Loan Agreement, unless the context clearly requires otherwise . It is hereby certified and recited and the City Council has found: That the Project is an eligible "project" defined in Section 474 . 02 , Subd. la, of the Act; that the issuance of this Bond and the undertaking of the Project will promote the public welfare and carry out the purposes of the Act; that the Project has been approved by the Commissioner of Securities of the State of Minnesota; that all acts , conditions and things required to be done precedent to and in the issuance of this Bond have been properly done , have happened and have been performed in regular and due time, form and manner as required by law; and that this Bond does not constitute a debt of the City within the meaning of any constitutional or statutory limitation. IN WITNESS WHEREOF, the City of Eden Prairie, by its City Council , has caused this Bond to be signed in its behalf by the manual signatures of its Mayor and City Manager anA sealed with the corporate seal of -the City, all as of the `� day of CITY OF EDEN PRAIRIE By Mayo And By City 7nager ( SEAL) ( Form of Transfer Endorsement ) For value received, the undersigned owner does hereby assign and transfer the foregoing Bond to the named Assignee , and the undersigned City Clerk-Finance Director of the City of Eden Prairie , as Bond registrar, hereby certifies that the foregoing Bond has been transferred and registered on the Bond register in . the name of such Assignee . -4- Signature of Date of Name of Signature of City Clerk- Transfer on Assignee Owner Finance Director Bond Register -5- EXHIBIT 2 TO BOND RESOLUTION ( Form of Loan Agreement Assignment ) This LOAN AGREEMENT ASSIGNMENT is made as of -the 1st day of September, 1981 , between the CITY OF EDEN PRAIRIE, Minne- sota, a municipal corporation in the County of Hennepin and State of Minnesota (herein called the "City" ) and FIRST EDINA NATIONAL BANK (herein called the "Lender" ) . Recitals The City has executed and delivered to the Lender its single fully registered Industrial Development Revenue Bond (Wilson Learning Corporation Equipment Project) , in the principal amount of $750 , 000 ( the "Bond" ) , dated the date of delivery thereof, pursuant to a resolution adopted by the City Council of the City on 1981 ( the "Bond Resolution" ) . In proceeds of the Bond have been or are to be loaned to Wilson Learning Corporation, a Minnesota corporation ( the "Company" ) , pursuant to a Loan and Purchase Agreement dated as of September 1 , 1981 ( the "Loan Agreement" ) , by and among the City, the Lender and the Company. The Bond is payable from and secured by the Loan Repay- ments , as defined in the Loan Agreement, to be made by the Company under the Loan Agreement, and the Lender, as a condition to the purchase of the Bond, has required the execution of this Assign- ment. ACCORDINGLY, as authorized by the Bond Resolution and in consideration of the premises and other good and valuable consideration, 'the receipt of which is hereby acknowledged, the City does hereby grant, transfer and assign to the Lender and its registered assigns of the Bond, all of 'the right, title and interest of the City in the Loan Agreement and the Loan Repayments of the Company payable thereunder ( except for the rights of the City under Sections 5 . 02 , 7 . 01 , 8 . 04 and 9 . .10 thereof relating to expenses and indemnity of the City ) , all for the purpose of securing the Bond. IN WITNESS WHEREOF, the City has executed this Loan Agreement Assignment as of the date first above written . CITY OF EDE ' PRAIRIE Y And By I MIA C M ity ger.