HomeMy WebLinkAboutResolution - 81-249 - MIDB's - $242,250 - Town & Country Claims Service - 12/15/1981 Member introduced the
following resolution and moved its adoption :
RESOLUTION RELATIING TO A $ 242 , 250 FIRST
MORTGAGE COMMIERC IAL DEVELOPMENT REVENUE
BOND (T0KN & COUNTRY CLAIMS SERVICE ,
IIJC. PROJECT ) ; AUTHORIZING I`HE ISSUANCE
THEREOF PURSUANT TO MINNESOTA STATUTES ,
CHAPTER 474
BE IT RESOLVED by the City Council of the City of
Eden Prairie , Minnesota , as follows :
Section 1 . Definitions .
1. 02 . 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 : the Assignment of Rents and Leases
to be given by the Corporation to the Lender ;
Bond : the $ 242 , 250 First Mortgage Commercial
Development Revenue Bond (Town & Country Claims
Service , Inc . Project ) to be issued by the City
pursuant to this Resolution;
Citv : the City of Eden Prairie , Minnesota , its
successors and assigns ;
Corporation : Town & Country Claims Service ,
Inc. , a Minnesota corporation , and its permitted
successors and assigns ;
Holder: the Lender or any person to whom the
Bond has been assigned pursuant to Section 5 . 04 of
this Resolution;
Improvements : the approximately 3 , 800-square
foot office building and related facilities and
improvements to be acquired and constructed on the
Land ;
Land : the real estate located in the County of
Hennepin , State of Minnesota , and legally described in
Exhibit A to the Mortgage ;
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Lender : First National Barik of Minneapolis , a
national banking association, its successors an
assigns ;
Loan Agreement : the Loan Agreement to be entered
into between the City and the Corpor-ation;
Mortgage : the Mortgage and Security Agreement to
De entered into between the Corporation, as r.:ortgagor ,
and the Lender , as mortgagee;
Organizational Documents : the following
documents , each of which shall be in form and
substance acceptable to the Lender :
( i ) A copy of the Articles of Incorporation
of the Corporation , certified by the Minnesota
Secretary of State .
( i i ) A Certificate of Good Standing of the
Corporation , given by the Minnesota Secretary of
State .
( iii ) Copies of the Bylaws of the
( Corporation and a resolution of its Board of
Directors authorizing the Corporation to execute
and deliver the documents referred to in Section
3 . 03 of this Resolution to which the Corporation
is a party , certified by the Secretary of the
Corporation .
( iv ) An opinion or opinions of counsel
reasonably acceptable to the Lender 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 Corporation and the City ,
enforceable in accordance with their terms ;
Pledge Agreement: the Pledge Agreement to be
given by the City to the Lender ;
Project: the Improvements and the Land which are
to be acquired and constructed by the Corporation in
accordance with the terms of the Loan Agreement;
Project Costs : those costs defined as Project
Costs in Section 1 . 01 of the Loan Agreement ; and
Resolution: this resolution of the City .
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Section 2 . F' in^ ina S It is herebv found and
decl;tired that :
( a ) based upon representations made to the Cite
by reps,=sentatives of the Corporation as to the nature
Off: the Project , the real nropert-%7 and improvements
described in the Loan Agreement and the Mortgage
comprising the Project constitute a project authorized
by the Act;
( b ) the ourpose of the Project is , am the
effect thereof 4:i 11 be , to promote the pur�lic 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 Cite, and will accordingly be of
direct benefit to the taxpayers of the City as well as
those of the County of Hennepin and the school
district in which the City is located ;
( d ) the Project has been approved by the
Commissioner of Securities of the State of Minnesota ;
(e ) the financing of the .acquisition and
construction of the Project, the issuance and sale of
the Bond , the execution and delivery of the Loan
Agreement ana the Pledge Agreement , and the
performance of all covenants and agreements of the
City contained in the Bond , the Loan Agreement and the
Pledge Agreement 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 Pledge Agreement valid and binding obligations of
the City in accordance with their terms , are
( authorized by the Act ;
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� 47" it is des_r�='-,le _haat the Bond in the amount
of: $ 242 , 250 be issued b` t -.e City unon the terms set
forth herein , and that. the City ple<3ge its interest in
the Loan Agreement and grant a security interest
therein to the Lender as securl" t}7 for the payment of
the principal of , premiu-m taxes and late charges , if
an'�r, and interest on the Bcnd ; and the City has not
heretofore p1e6gec3 , assicned or ot-herwise encumbered
its interest in the Loan Agreement ;
( ) the loan pa,�-nents contained in the Loan
Agreement are fixed , and required to be revised from
tiir:e to time as necessary , so as to produce i.ncome and
revenue sufficient to provide for prompt payment of
principal of , premium , taxes and late charges , if any,
anc' interest on the Bond when due , and the Loan
Agreement also provides that the Corporation is
required to pay all expenses of the operation and
maln_teriance of the Project , including , but without
Iim-Ltation , adequate insurance thereon and all taxes
an6 special assessments levied upon or with respect to
the Project and payable during the term of the Loan
Agreement ;
s ( h ) under the provisions of Minnesota Statutes ,
Section 474 . ].0 , the Bond is not to he payable from nor
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
Bond shall ever have the right to compel any exercise
of the taxing power of the C itv to pay the Bond or the
interest thereon, nor to enforce payment thereof
against any property of the City other than those
rights and interests of the City under the Loan
Agreement which have been pledged to the Lender by the
Pledge Agreement ; the Bond shall not constitute a
charge , lien or encumbrance , legal or equitable , upon
any property of the City other than those rights and
interests of the City under the Loan Agreement which
have been pledged to the Lender by the Pledge
Agreement ; and the Bond shall recite that the Bond ,
including interest thereon, is payable solely from the
revenue pledged to the payment thereof and shall not
constitute a debt of the City within the meaning of
any constitutional or statutory limitation ;
( i ) the execution and delivery of the Loan
Agreement , the Pledge Agreement and the Bond will not
conflict with ,. or constitute on the part of the City a
breach of or a default under , any existing agreement ,
A
indenture , mor-tgage , lease ^r other instrument to
11�C;i t}ie C1tV is subject or is a party or �`v which it
is bounr , provided that this finning is made solely
for the purpose of estopping the City from denying the
validity of the Loan Agreement , the Pledge Agreement
or the Bond by reason of the existence of anv facts
contrary to this finding ;
( j ) no 1 itigati or- -Ls pending or , to the hest
knowledge of the members of this Council , threatened
aaainst the City questioning the organization or
boundaries of ;he City or the right of anv officer of
the City to hold his or her office , or in anv manner
questioning the right and power of the City to execute
and deliver the Bond , or otherwise questioning the
validity of the Bond or the execution , delivery or
validity of the Loan Agreement or the Pledge
Agreement , or questioning the appropriation of
revenues to payment of the Bond or the right of the
City to loan the proceeds of the Bond to the
Corporation;
(k ) ali 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
Bond the valid and binding obligations of the City 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 Bond , provided
that this finding is made solely for the purpose of
estopping the City from denying the validity of the
Loan Agreement, the P1_edge Agreement or the Bond by
reason of the existence of any facts contrary to this
finding ; and
( 1 ) the City is duly organized and existing
under the Constitution and the laws of the State of
Minnesota and is authorized to issue the Bond in
accordance with the Act.
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-
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.
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3 . 02 . Pre1imina_ C ; ty Ap..,rovEI1 By prelim;inary
reS(�lution duly adopted b"! she Council on September 15 ,
1981 , after a public hearana held on that date , this
Council approved the sale of a revenue obligation pursuant
to the Act and the loan o= the proceeds to the Corporation
for the acquisition and crDnstruction of the Project
suitable and designed for use as an office building and
authorized the preparation of such documents as may be
appropriate to the Project.
3 . 03 . Approval of Documents . Pursuant to the
foregoing , there nave peen prepared and presented to the
Council copies of the following documents , all of which
are now, or shall be , placed on file in the office of the
City Clerk :
( a ) Assignment;
(b ) Loan Agreement;
( c ) Mortgage ; ana
( d ) Pledge Ag reenent.
The forms of the documents listed in ( a) through ( d ) above
are approved , with such variations , insertions and
additions as are deemed appropriate by the parties and
approved by the City Attor:rney .
Section 4 . Authorizations . Upon the completion
of the Loan Agreement and the Pledge Agreement approved in
Section 3 . 03 hereof and the execution thereof by the
Corporation and the Lender, as the case may be , the Mayor
and the City Manager shall_ execute the same on behalf of
the City and , together with the City Clerk , shall execute
the Bond in substantially the form approved in Section
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 '-he approval of the City Attorney, and all
certifications , recitals and representations therein shall
constitute the certifications , 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 .
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Section: 5 . The Bone .
5 . 01 . Form. and 'tuthcri zecd Amount . The Bond
shall be issued su stantially in the form presented to the
Council and set forth as A to this Resolution with
such ?3ppYOp2YlatE V =.r1at10nS , 0'1_ SS10'1S and insFrtiOnS as
are permitted or required Icy this Resolution , in the total
principal amount of $ 242 , 250 . The terms of the Bond are
sEt forth therein , and such terms , including but not
limited to provisions as to interest rate , dates an(?
e.m. punt Of payfi!enL Of principal and interest and prepa�_.�ment
privileaes , are incorporated by reference herein .
5 . 02 . Execution . The Bond shall be executed on
behalf of the City b- the signatures of the Mayor and the
City N,anaaer_ and Shall be sealed with its corporate seal
and attested by the City Clerti; . In case any officer 'whose
signature shall appear on the Bond shall cease to be such
officer before the delivery thereof , such signature shall
nevertheless be valid and sufficient for all purposes .
5 . 03 . Mutilated , Lost and Destroyed Bond . In
case the Bond shall become m� tilated or be destroyed or
lost , the City shall cause to be executed and delivered a
new Bond of like outstandina principal amount and tenor in
exchange and substitution for and upon cancellation of the
mutilated Bond , or in lieu of and in substitution for such
Bond destroyed or lost , upon the Holder ' s paying the
expenses and charges of the City in connection therewith ,
and , in case the Bond is destroyed or lost , its filing
with the City evidence satisfactory to it of such loss or
destruction.
5 . 04 . Assignment . The Bond 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 Corporation . At the request of the Holder, the
Bond shall be registered on the books of the City , subject
to the conditions set forth in the form of the Bond
attached hereto as Exhibit A .
5 . 05. Delivery and Use of Proceeds . Prior to
delivery of the Bond , the documents referred to in Section
3 . 03 hereof 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 Bond in the total principal
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amount of 5242 , 250 , together a cop,;, , duly certifies
by the City Clerk , of this Resolution and such closing
certificates as are requ.i rec: by bond counsel and are
approved by the City A.ttornev.
Upon delivery of the Bond and the above items to
the Lender , the Leader shall , on behalf of the City ,
disburse the proceeds of the Bond to the Corporation in
reimbursement of, or to its order for payment of , Project
Costs oursuant to the provisions of the Loan Agreement .
The Corporation shall prov4de The City with a full
accounting of all funds disbursed for Project. Costs .
Section o . Limitations of the City ' s
Obligations . Notwithstanding anything contained in the
Bond , the Loan Agreement or the Pledge Agreement or any
other documents referred to in Section 3 . 03 hereof , the
Bond shall not constitute a debt of the Citv within the
meaning of any constitutional or statutory limitation , and
shall not be payable from nor charged upon any fends other
than the revenue pledged to the payment thereof , and the
Citv shall not be subject to any liability thereon , and no
Holder of the Bond shall ever ha,Ye the right to compel any
exercise of the taring power of the City to pay the Bond
or the interest thereon , or to enforce payment thereof
against any property of the City other than those rights
and interests of the City under the Loan Agreement which
have been pledged to the Lender by the Pledge Agreement ,
and the Bone] shall not constitute a charge , lien or
encumbrance , legal or equitable , upon any property of the
City other than those rights and interests of the City
under the Loan Agreement which have been pledged to the
Lender by the Pledge Agreement. The agreement of. the City
to perform the covenants and other provisions contained in
this Resolution or the Bond , the 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 Corporation
sufficient to pay all costs of such. performance or the
enforcement thereof , and the City shall. not be subject to
any personal or pecuniary liability thereon other than as
stated above.
Adopted : December 15 , 1981 .
/ Mayor
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' City Clerk
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The motion For the a�?option of the foregoing
resolution was duly seconded by 'Member
and , upon vote heing taken thereon , the following voted in
favor thereof :
and the fallowing votes against the same :
whereupon said resolution was declared duly passed and
adopted and was signed by the Mayor which was attested by
the City Clerk.
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EXHIBIT A
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
First Mor -aace Commercial Development Revenue Bond
( Town, & Country Claims Service , Inc . Project )
No . R-1 $242, 250
The Citv of Eden Prairie , Minnesot-a , a municipal
corporation of the State of Minnesota ( the City) , for
,7alue received hereby promises to pay to the order of
First rational bank of Minneapolis , a national banking
association , or its assigns ( the Holder ) , at its principal
office in Minneapolis , Minnesota , or such other place as
the Holder may designate in writing , solely from the
source and in the manner hereinafter provided , the
principal sum of 7v�0 HUNDRED FORTY-TNC) THOUSAND TWO
HUNDRED FIFTY DOLLr:RS ( $ 242 , 250 ) , or so much thereof as
may be advanced from time to time in accordance with the
Loan Agreement hereinafter referred to , with interest on
the unpaid principal balance at the rate of fourteen
percent ( 14 % ) per annum , 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 . The principal of and interest on this Bond
are payable in installments due as follows :
( a ) On or before January 1 , 1982 , and on or
before the first day of each and every calendar month
thereafter to and including the Amortization Date ( as
defined in the Loan Agreement ) , there shall be paid
interest only payments equal. to the accrued interest on
the unpaid principal balance hereof .
( b ) On or before the first day of the first full
calendar morrth following the Amortization Date , and on or
before the first day of each and every calendar month
thereafter to and including November 1 , 2011 , principal
and interest shall be payable in equal monthly
installments in an amount equal to Two Thousand Eight
Hundred Seventy Dollars and Thirty-nine Cents ( $ 2 , 870 . 39 ) ,
with a final payment of all unpaid principal and interest
hereon on December 1 , 2011 .
The rate of interest per annum payable under this
Bond and the amount of the installment payments of
principal and interest provided for in the foregoing
paragraph are subject to adjustment as hereinafter
provided in this Bond . 7,11 zDay'ments of principal and
interest purSuant to the foregoing paragraph shall be
applied first to interest due- on the outstanding principal
balance and thereafter in reduction of said principal
balance . rll interest hereon shall be computed on the
assumct.ion that each year contains three hundred sixty
( 360 ) days and is composed of twelve ( 12 ) thirty-dav
months .
If any payment of principal and/or interest on
this Sond is not paid when due , each and every such
delinquent payment , including the entire principal balance
and accrued interest in the event of an acceleration of
this Bond , shall bear interest to the extent permitted by
law at the rate of interest per annum then payable under
this Bond , from its due date until payment .
Adjustments to Interest Rate
If the Holder receives notice of a Determination
of Taxability ( as defined in Section 4 . 08 of the Loan
Agreement ) , the rate of interest then payable under this
Bond shall automatically be increased , effective as of the
Date of Taxability ( as defined in Section 4 . 08 of the Loan
Agreement ) , to the rate per annum equal to 109 € of the
weighted average yield of the eight month forward
commitment rates for single family loans determined by the
last Federal Home Loan Mortgage Corporation ( FHLMC )
auction preceding receipt by the Holder of such notice
( the Taxable Rate ) , in which event the monthly installment
payments of principal and interest by the City required
hereunder in clause ( b ) of the first paragraph of this
Bond from and after the Date of Taxability shall be
recomputed at such interest rate , and the City shall
( 1 ) promptly pay to the Holder hereof and to any prior
Holder affected thereby, as their interests may appear ,
the aggregate difference between ( a ) the amounts actually
paid hereunder between the Date of Taxability and the date
of such payment, and ( b ) the amounts which would have been
due during such period if the increased interest rate had .
been in effect, and ( 2 ) thereafter pay to the Holder
hereof monthly payments of principal and interest as so
recomputed. The provisions of this paragraph shall
survive the payment of this Bond . The Holder shall notify
in writing the City and the Corporation hereinafter
referred to, as soon as practicable after the receipt
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thereof , of its receiot of a Determination of Taxability
and of the consequFnt increase in interest rate and
monthly installment p_;=ments required hereunder .
In the event an inv`sticaticn or audit is
commenced t,v the Internal Revenue Service auestioning the
federal income tax exemption of the interest payable on
this Bond , or in the event the Holder. , or the Corporation
on behalf of the Holder , chooses to contest any statutory
notice of deficiency, ruling of the Internal. Revenue
Service or judgment cf a court of co,„petent jurisdiction ,
the Molder may , at its option , by written notice to the
City and the Corporation , increase the rate of interest on
this Bond to the Taxable Rate and require that the City
ma'r:e payments from the date of such notice based upon such
increased rate . The additional funds collected as a.
result of the rate increase and additional payment
required by the preceding sentence shall be placed in
escrow by the Holder and shall bear interest at the
regular passbook rate for federal savings and loan
associations . In the event the investigation, audit or
contest is finally resolved in favor of the Holder and the
interest on this Bond was , and continues to be , exempt
from federal income taxation , the funds held in such
escrow account, including any interest earnings thereon,
shall be paid to the Corporation on behalf of the City,
and the rate of interest hereunder ( together with all
payments hereunder ) thereafter shall be adjusted to that
which would have been in effect but for the increase in
interest rate pursuant to this paragraph . In the event
the investigation , audit or contest is finally resolved
against the Holder and the interest on this Bond is held
subject to federal income taxation , the amount on hand in
the escrow account shall be applied , to the extent
necessary , to the additional payments then due by the City
to the Holder pursuant to clause ( 1 ) of the preceding
paragraph , and the balance , if any , returned to the
Corporation on behalf of the City. The Holder shall
supply information to , and otherwise fully cooperate with ,
the :.orporation in any such contest by the Corporation.
The rate of interest payable on the unpaid
principal balance of this Bond shall be adjusted as of
January 1 of the years 1985 through 2011 , to the rate of
interest per annum equal to 82% (or , if interest is at the
time payable hereon at the Taxable Pate , 109% ) of the
weighted average yield of the eight month forward
commitment rates for single family loans determined by the
last FHLMC auction occurring at least sixty ( 60 ) days
prior to the applicable January 1 , subject to the
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limitations set forth in the section hereof entitled
and Maximum, Interest Rate . " 1-1 the event of any
such increase in the rate of ,.nterest hereunder , the
monthly installment payments of principal and interest by
the City rea_'uired 'hereunder in clause ( b ) of the first
naragra;Dh of this Jong shall be increased , effective as of
February 1 of the year in question, to an amount
sufficient to amortize the "---hen unpaid principal balance
of t:: is Bond , together ,,ith interest at the rate of
interest per annum. t.'en e unaer t ,1 Bo a a ' ! s ^. a� , s
increased in accordance with the provisions of this
oaragrapn , in full , in equal monthly installment payments
of principal and interest , by December 1 , 2011 .
Upon an adjustment in the interest rate hereon ,
whether as a result of the occurrence of a Determination
of Taxabilitv or otherwise , the City shall have the right ,
at its option, to prepay the entire outstanding principal
amount of tnis pond for a period of two hundred seventy
( 270 ) days following the effective date of such adjustment
by paying to the Holder such outstanding principal amount ,
without premium, and all accrued and unpaid interest
hereon and any other sums due hereunder . In order to
exercise such right , the City shall give the Holder at
least thirty ( 30 ) days ' written notice thereof .
Minimum and Maximum Interest Rate
Notwithstanding anything in this Bond to the
contrary , in no event shall the rate of interest at anv
time payable on this Bond be less than nine percent ( 9b )
per annum ( or sixteen and one-half percent ( 16-1/2%) per
annum for the period prior to January 1 , 1985 , during
which interest is payable hereon at the Taxable Rate ) nor
exceed (A ) prior to January 1 , 1985 , seventeen and
one-half percent ( 17-1/2% ) per annum, or ( B ) on or
subsequent to January 1 , 1985 , twenty-five percent ( 25% )
per annum.
Holder ' s Right to Call Bond
At the option of the Holder , the unpaid principal
balance of this Bond, together with accrued interest
thereon and anv other indebtedness due hereunder , may be
declared due and payable in full as of January 1 , 1997 ,
upon one hundred eighty ( 180 ) days ' prior written notice
to the Corporation and the City , provided that in the
event the Holder exercises such option , and this Bond is
paid in full by the City on or before the date specified
i in such notice, no prepayment penalty or premium shall be
payable with respect to such payment .
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Ci t•,, ' s Ria! t to Pre pay Bond
The City may , upon thirty ( 30 ) days ' prior
written notice to the Holder , prepay the unpaid principal
balance hereof , in °., hole or in part , on any installment-
pav-vent date , without premium, to the extent such
prepayment does not , together with all such other
prepayments pursuant to this paragraph , exceed $ 48 , 450 in
any _given calendar vear , and with a premium equal to
ninety ( 90 ) days ' interest at the rate then borne by this
Bond on the portion of such prepayment that exceeds such
amount . The Holder shall apply any such prepayment
agai;lst the applicable prepayment premium and then against
the unpaid principal amounts due hereunder , if the entire
unpaid principal balance and interest thereon is not naid
in full , and no partial prepayment shall postpone , defer
or re uce the amount of the r.onthlly installment payments
otherwise due hereunder .
In the e vent the Molder applies the net proceeds
of insurance or condemnation awards upon the occurrence of
certain events of damage , destruction or condemnation of
the property subject to the Mortgage and Security
Agreement hereinafter referred to to the payment of this
Bond , as provided in Sections 5-1 and 5-2 of said
Mortgage , such application shall be made without any
prepayment penalty or premium .
Purpose and Security
This Bond is issued by the City for the purpose
of providing funds to be loaned to Town & Country Claims
Service , Inc . , a Minnesota corporation ( the Corporation ) ,
pursuant to the terms of a Loan Agreement , of even date
herewith ( the Loan Agreement ) , to be used to pay the cost
of a project , within the meaning of Minnesota Statutes ,
Section 474 . 02 , Subdivision 1 ( a ) , consisting of the
acquisition of certain land located in the City and the
acquisition and construction thereon of an approximately
3 , 800-square foot office building and related facilities
and improvements ( the Project ) .
This B-o nd is secured by a Pledge Agreement , of
even date herewith , by the City to First National Bank of
Minneapolis , a national banking association ( together with
its successors and assigns, the Lender ) , by a Mortgage and
Security Agreement , of even date herewith ( the Mortgage) ,
between the Corporation , as mortgagor , and the Lender , as
mortgagee , and by an Assignment of Rents and Leases , of
even date herewith ( the Assignment ) , from the Corporation
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to the Lender . The disbursement of the proceeds of this
Bond is subject to the terms and conditions of the Loan
Agreement .
This Bond is being issued contemporaneously with
a Second Mortgage Conmer. vial Development Relrenue Bond
( Town s Country Clains Service , Inc . Project ) , of even
date herewith ( the Second Mortgage Bond ) , issued by the
City in the principal a7nount of $48 , 450 to finance a
portion of the cost of acquisition and construction of the
Project . The Second Mortgage Bond is secured by a
mortgage lien on and security interest in the Project , as
well as an assignment of rents and leases with respect
thereto , which are subordinate to the lien and interests
granted by the Mortgage and Assignment .
This Bond is issued pursuant to and in full
comrliance 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 December 15 , 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 Bond . This Bond , the
interest hereon and ar_y premiums , taxes , penalties , late
charges or other amourits 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 taxing
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 Bond , 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 . The provisions of this paragraph
shall , for all purposes of this Bond , be controlling and
be given full force and effect, anything else to the
contrary in this Bond notwithstanding .
a
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All of the agreements , cCridltions , covenants ,
provisions and stipulations contained in the Mortgage , the
Resolution , the Loan Agreerr!ent ana the Assignment are
hereby made a part of this Bon..:; to the same- extent and
with the same force and effect as if they were fully set
forth herein .
it is agreed t::at time is of the essence of this
Bond . If a default occurs in an,r _:a_vment due under this
Bond and is not cured V' it t i ri tenr ( 1 D ) days of ter -:he date
such payment is sue , Or if any Event of Default .'Nall
occur under the Mortgage or the Loan Agreemen then the
Holder may at its right ar"iC o_ti.on declare imme6iately due
and payable without notice the principal balance of this
Bond and interest accrued th=reon, Together with any
reasonable 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 E,Sor tgage , the Loan Agreement or the Assignment ,
anything to the contrary therein notwithstanding , and
payment thereof may be enforced ana recovered in whole or
in part , at any time , by one or more of the remedies
provided in this Bond , the Mortgage, the Loan Agreement or
the Assignment . The Holder may extend the time of payment
of interest and/or principal of this Bond , without notice
to or consent of any party liable hereon and without
releasing any such party , provided that in no event shall
the maturity date of this Bond be extended beyond
December 1 , 2011 .
The remedies of the Holder , as provided herein
and in the Mortgage , the Loan Agreement and the
Assignment , shall be cumulative and concurrent ; may be
pursued singly , successively or together and at the sole
discretion of the Holder ; and may b-P exercised as often as
occasion therefor shall occur . The failure to exercise
any such right or remedy shall in no event be construed as
a waiver or release thereof .
The City , for itself , its successors and assigns ,
subject to limitation of the City ' s Liability, hereby
guarantees paymeiit of this Bond 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 Bond ,
or executed in connection with this Bond , may from time to
time extend , renew, or otherwise modify the date or dates
or amount or amounts of payment above recited ; or , the
{
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Holder hereof may from time to time release any part or
parts of the property and interests subject to said
Mortgage or to any such other document from the same , with
or wit!:out consideration . In any such case , the City ,
subject to limitation of the City ' s liability , shall
continue liable to pay the unpaid balance of the
indebtedness evidenced hereby as so extended , renewed or
modified any notwithstanding any such release .
Negotiation and Registration
As provided in the Resolution , this Bond may ne
assigned by the Holder , from time to time , by an
endorsement hereon or by other writing ; provided that
notice of such assignment shall be given in writing to the
City and the Corporation .
Subject to the conditions set forth herein , the
City will , upon request of the Holder , register this Bond
upon its books . Upon such registration , this Bond shall
be transferable only by the Holder hereof in person or by
its attorney duly authorized in writing by registration f hereon and on the books of the City kept or that purpose
at the office of the City Clerk and 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 Citv 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 . The City may deem and treat the person
in whose name this Bond is last registered upon the books
of the City , with such registration also noted on this
Bond , as the absolute owner hereof , whether or not
overdue , for the purpose of receiving payment of or on
account of the principal hereof , interest hereon or any
other sums payable hereunder , 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 on this Bond to the extent of the
sum or sums so paid , and the City shall not be affected by
any notice to tyre contrary .
Separability
If any term of this Bond , or the application
thereof to any person or circumstances , shall , to any
extent , be invalid or unenforceable , the remainder of this
Bond , or the application of such term to persons or
circumstances other than those as to which it is invalid
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or unenforceable , shall not be affected thereby , and each
term of this Bond shall be valid and enforceable to the
fullest extent permitted by law .
Successors in Interest
This Bond applies to , inures to the benefit of ,
and is binding not cnly on the parties hereto , but on
their successors and assigns . The term "Holder " shall
mean the holder and owner of this Bond , whether or not
named as Holder herein .
r;odifications
This Bond 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 .
It is intended that this Bond 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 Bond
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 Bond
to be duly executed by its duly authorized officers and
its corporate seal to be affixed hereto , all as of this
day of December , 1981 .
CITY OF' EDEN PRAIRIE,
MINNESOTA
( SEAL) Mayor
Attest : Countersigned :
City Clerk City Manager
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Certificate of Registration
It is hereby certified that , at the request of
the Holder of the within Bone , the City of Eden Paririe ,
Minnesota , has this day registered it as to principal and
interest , in the name of such Holder , as indicated in the
registration blank below , on the books kept by the
undersigned for such purpose :
Name of Authorized
Registered Date of Signature
Owner Registration of Cit-v Clerk
First National December , 1981
Bank of
Minneapolis
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