HomeMy WebLinkAboutResolution - 81-250 - MIDB's - $48,450 - Town & Country Claims Service - 12/15/1981 �fl
Member intr. oc,uced the
fol 1 ou:i ng resolution any moves its a6option :
RESOLUTION RELATING 7-`01 A $ 48 , 4 50 SECOND
^IORTGAGE COMMERC I?_L GZ VELOPMENT REVSNTUE
BOLD ( TOWN' & COU?:^R1' CLAIMS SEP.VTCE ,
INC. PROJECT ) ; AU'I'HORI 2ICJG THE ISSUANCE
THEREOF PURSUANT TO M INNESOTA STATUTES ,
CHAPTER 474
BE IT RESOLVED by the Ci.tV Council of the City of
Eden Prairie , Minnesota , as follows :
Section_ 1 . Defini tions .
1 . 01 . In this Resolu tion 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 $ 48 , 450 Second Mortgage Commercial
Development Revenue Bond ( Town & Country Claims
Service , Inc . Project ) to be issued by the City
pursuant to this Resolution ;
City : 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 ox 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 Countv of
Hennepin , State of Minnesota, and legally described in
Exhibit A to the Mortgage;
Lender : Rvan Development , Inc . , a i;ir�nescta
corporation , its successors and assigns ;
Loan Agreement: the Loan Agreement to be entered
into between the City and the Corporation;
Mortgage : thc- r4ortgage and Security �,grclement to
be entered into between the Corporation, as mortgagor ,
and the Lender , as mortgagee ;
Organizational Documents : the followin;
documents , each of whicn 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 .
( ii ) 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 earn 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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Sectinn ? . r _^as It is hereby found and
declare_(d that :
( a ) based uTJon repr,_=sentatlons made to the C=tv
by :representatives of tie Cornorati or. as to the nature
of the Project , the real ,�rcperty and improvements
Weser ibex in the Loan Ac:reement and the Mortaaae
comprising the Project. constitute a project authorized
by the Act ;
( b ) the purpose of the Project is , and the
effect thereof :ill be , to promote the public welfare
by the attraction , encouragement and development of.
economically., sound i nd ustry and commerce so as to
prevent the emergence of or to rehab-1 fate , 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 econorni c and
human resources needed as a base for providi ng
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 tease of the C i ty, and will accord inq ly 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 and 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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f ) it i s des i ra'.:'le '_'-a t the Bond in the amount
of $ 48 , 450 be issued by the City upon the terms set
forth here-in, and that City pledge its interest i.t;
the Loan Agreement and grant a security interest
therein to the Lender as security for the payment of
the principal of , nrem-' Llm , taxes and fate charges , if
any, and interest on the Bond ; and the City has not
heretofore pledged , assigned or otherwise encuInher`d
its interest in the Loan Agreement ;
( a ) the loan naylTtents conta 4.ned in he Loan
7-.greement 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 , taxes and late charges , if any ,
and interest on the Bond when due , and the Loan
Agreement also provides that the Corporation is
required to pal' all expenses of the operation and
maintenance of the Project , including , but without
limitation , adequate insurance thereon and all taxes
and special assessments levied upon or with respect to
the Project and payable during the term of the Loan
Agreement ;
( h ) under the provisions of ?Minnesota Statutes ,
Section 474 . 10 , the Bond is not to be payable from nor
charged upon any funds of the City other than the
revenue pledged to the palrment 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 City 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 ,
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in(9enture , mortoace , le ase or other instrument to
.•:hick the City is suhject or is a party or by which it
is bound , pr.ovl6ed that tris finding is made solely
for the purpose o ' estop-, ina the City =rom denying the
validity of the ".,oan Agreement , the Pledge Agreement
or the Bond by reason of the existence of anv facts
contrary to this finding ;
( j ) no li tiaati on is pending or , to the best
'Knowledge of the members of this Council , threatened
against the Cit,' cuestionino the organization or
boundaries of the .. ity or the right of any off icer of
the City to hold his or her office , or in any manner
questioning the right and bower 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 pavrnent of the Bond or the right of the
City to loan the proceeds of the Bond to the
Corporation, ;
( k ) all acts and things required under the
Constitution and the laws cf 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 Pledge 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 coo all things
necessary or convenient in the exercise of such authority.
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3 . 02 . Pre iminGr ,- City A^nroval By preliminary
resolut -en duly a(:io�)ted tv the Council on September 15 ,
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 Corporation
for the acquisition and construction of the Project
suitable aria designed for use as an office building and
authorizes the preparation of such documents as iTtay be
appropriate to the Project .
3 . 03 . Az)proval oL Documents . Pursuant to the
foregoing , there rave been prepared and presented to the
Council cop- `s of the following documents , all of which
are now , or shall be, placE:1 on file in the office of the
City Clerk :
( a ) Assignment;
( b ) Loan Agreement;
( c ) Mortgage ; and
( d ) Pledge Agreement.
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 Attorney .
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 the 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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�ectio=, 5 . The ROi.
5 . 01 . Form and Authorized Amount . The Bond
shall ' e issued su'.Dstant4-a1l%, in the form presented to the
Co ,unci 1 an set forth as E�:h i i, i t A to th i s Resolution i th
suc:h appropriate variations , emissions and insertions as
are per^;itted or required 'DV this Resolution , i n the total
principal amount of S48 , 450 . -he terms of the Bond are-
set for th therein , and such terms , i ncluc�i nc but not
1imiteC to ,DroVis_ons as to interest ra;.' e, , Cates am
amount of pavment of princ=pal and interest and prepayment
privileces , are incorporated by reference herein .
5 . 02 . 'Execution_ . The Bond shall be executed on
nehalf of the Cit_v by the signatures of the Mayor and the
City Manager and shall be sealed with its corporate seal
and attested by the City Clerk . In case anv officer whose
signature shall appear on the Bond shall cease to be such
officer before the delivery thereof , such signature shall
nevertheless be valid anc sufficient for all. purposes .
5 . 03 . lhSuti late d , Lost and Destroyed Bond . In
case the Bond shall become mutilated or be destroved or
lost, the City shall cause to be executed and delivered a
new Bond of like outstanding 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 shell 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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0
a:nourit c S48 , 450 , t o c e t h e r ith a copy , dul.v certified
the City Clerk , of this Resolution and such clasi ng
certificates as are reau i red b%7 bond counsel and are
approved by the City Attorne,,� .
Upon del ; i'ery of the Bond and the above Items to
the Lender. , the Lender shall , on behalf of the City ,
disburse the proceeds of the Bond to the Corporation in
reimbursement of , or to its order for pay"nent of, Project
Costs pursuant to the --provide
s _cns of the Loan Agreement.
The Corporation shall provide the City with a full
accounting of all funds disbursed for Project "osts .
Section 6 . Limitations of the Citv 's
GbliQations . 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 City within the
meaning of any constitutional or statutory limitation, and
shall not be payable from nor charged upon an_v funds other
than the revenue pledged to the pa.vment thereof , and the
Citv shall not be subject to any liability thereon , and no
Holder of the Bond shall ever have 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 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 . 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 t'he
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 151 19 81 -11
Mayo r
Attest -
'City Clerk
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7ne motion for t:^e a(:option of the foregoing
resolution was dull.- seconded by Mem:oer _
and , upon vote being ta:_en thereon , the following voted in
favor thereof :
and tr'ie followi nc vcted against the same :
whereupon said resolution was declared duly passed and
adopted and was signed by the Mayor which was attestercd by
the City Geri:.
i
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EX;IE TT A
UNITED STATES OF AMERICA
STATE OF ( Ir"NES0T'A
COUNTY OF HENINEPIN
CITY OF EDEN PRAIRIE
Secon6 Mortgage Commercial Development Revenue Bond
( Town a Country Claims Service , Inc . Pro] ect )
No . R-1 $ c 0
The Citv of Eden Prairie , Minnesota , a municipal
corporation of the State of Minnesota ( the City ) , for
value received hereby promises to pay to the order of Rvan
Development, Inc . , a Minnesota corporation , or its assigns
( the Holder ) , at its principal office in Grand Rapids ,
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 FORTY--EIGHT
THOUSAND FOUR HUNDRED FIFTY DOLLARS ( $48 , 450 ) , 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
fifteen percent ( 15% ) 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 firs day of each calendar month thereafter , to
and including December 1 , 1986 , an amount equal to the
accrued and unpaid interest on the unpaid principal
balance hereof .
( b) On or before January 1 , 1987 , an amount
equal to the unpaid principal balance of this Bond
together with all accrued and unpaid interest thereon.
All payments of principal and interest pursuant
to the foregoing paragraph ( b) shall be applied first to
interest due on the outstanding principal balance and
thereafter in reduction of said principal balance . All
interest hereon shall be computed on the assumption that
each year contains three hundred sixty ( 360 ) days and is
composed of twelve ( 12 ) thirty-day months .
If any payment of principal and/or interest on
this Bond 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 ir-rerest to the extent permitted by
law at the rate of fifteen percent ( 15'z ) per annum from
its due date until payment .
Tax Call
If the Holder receives notice of a Determination
of Taxability ( as define-d in Section 4 ., 08 ( 2 ) of the Loan
Agreement ) , the Holder nav , at any time, by written notice
to the City and the Corporation hereinafter referred to,
declare the unpaid principal balance of this Bond ,
together with any other indebtedness hereunder , due and
payal3le as of the first day of any month commencing no
less than one hundr `6 twenty ( 120 ) days after receipt by
the City and the Corporation of such notice ( the lax Call
Date ; , in which event tr-.c unpaid principal valance of this
Bond , together with accrued interest thereon and any other
indebtedness hereunder , small be due and payable on the
Tax Call Date . In any c--vent , the City shall. pay to the
current and any previous Holder of this Bond, in addition
to the other amounts set forth in this paragraph and
within thirty ( 30 ) days Df receipt of a notice setting
forth such amounts , the amounts of additional federal
income taxes , incl-sding penalties and interest thereon,
which such Holder or Holders estimate they will incur by
reason of such Determination of Taxability for or with
respect to their current and past tax years for the period
of time between ( 1 ) the Date of Taxability ( as defined in
Section 4 . 08 of the Loan Agreement ) , or the date of the
most recent such notice, as the case may be , and ( 2 ) the
Tax Call Date or , if the Holder does not declare the
unpaid principal balance of this Bond due , the date of the
notice then being given. The provisions of this paragraph
shall survive the payment of this Bond.
Prepayment
The City may, upon sixty ( 60 ) days ' prior written
notice to the Holder , prepay the unpaid principal balance
hereof, in whole but not in part, on any installment
payment date , without premium.
In the event the Bolder 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 appl.icati_Dn shall be made without any
prepayment penalty or premium.
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Purpose a^C Security
`whir nonce issued by t'na City for the purpose
of proyidinq funds to be loaned to Town & Country Claims
;service , Inc . , a tviinnesota corporation ( tne Corporation ) ,
pursuant to the terms of a Loan Agreement , or even (late
r,ere`.:ith, " the Loan Agreemkent ) , to be used to pay the cost
of a project , within the meaning OL minn'esota Statutes ,
Section 4712 . 02 , Subdivision 1 ( a ) , consisting of the
acqu.i sition of certain land locatzc in the City anG the
acquisitions and construction thereon of an approximately
3 , 800-square foot off 'build nq and related facilities
and improvements ( the Project ) .
!'his BonC is secured by a Pledge Agreement , of
even date herewith , by the City to Ryan Development , Inc. ,
a ,inn:sota corporation ( together witn 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 o- Rents and Leases , of
even date herewith ( the .Assignment ) , from the Corporation
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 First Mortgage Commercial Development Revenue Bond
( Town & Country Claims Service , Imc. Project ) , of even
date herewith ( the First Iortgage Bond ) , issued by the
City in the principal amount of $ 242 , 250 to finance a
portion of the cost of acquisition and construction of the
Project . The First Mortgage Bona 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 prior to the lien and interests granted by the
Mortgage and Assignment.
This Bond 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 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 he 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 any premiums, taxes , penalties , late
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charges Or Other ammounts payable hereunder , however
designated , shall never constitute a 6ebt of the City
within the: meaning of anv consr_itutic:nal 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 pledge- to the
paymnent 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 anv
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
ne given full force and effect, anything else to the
contrary in this Bond notwithstanaing .
All of the agreements , conditions, covenants ,
provisions and stipulations contained in the !Mortgage , the
Resolution, the Loan Agreement and the Assignment are
hereby made a part of this bond to the same extent and
with the same force and effect as if they were fully set
forth herein.
It is agreed that time is of the essence of this
Bond . If a default occurs in any payment due under this
Bond and is not cured within ten ( 10 ) days after the date
such payment is due , or if any Event of Default shall
occur under the Mortgage or the Loan Agreement, then the
Holder may at its right and option declare immediately due
and payable without notice the principal balance of this
Bond and interest accrued thereon, 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 Mortgage, the Loan Agreement or. the Assignment,
anything to the contrary therein notwithstanding , and
payment thereof may be enforced and recovered in whole or
in part , at any time , by one or more of the remedies
provided in this 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 .
f
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mile rer;edies of t,-:e Holder , as provide6 herein
and in the Mortgage , the Loan �tgreer.,ent and the
Asslgnr;er.t, shall be cumulative and concL]rrent; ma_l7 be
pursued singly , successively or together and at the sole
discretion of the Holder ; and imav be 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 tiaaiver or release thereof .
The City , for itself , its successors and assigns ,
suc,ject to limitation of the Citj.- 's liability , herery
guarantees payment of this Bonc 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 or.ner
or owners of any property and interests covered by the
Mor tgace or any other documment 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
Holder hereof may from time to time release an,t part or
parts of the property and interests subject to said
Mortgage or to any such other document from the same, with
or without consideration . in any such case , the City ,
subject to limitation of the City ' s liability, shall
continue liable to pay the unpaid balance of the
indebtedness evidenced hereby as so extended , renewed or
modified and notwithstanding any such release .
Negotiation and Registration
As provided in the Resolution, this Bond may be
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
hereon and on the books of the City kept for 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 City Clerk will note the date of
registration and the name and address of the new Holder
upon the books of. the City and in the registration blank
appearing below . The City may deem and treat the person
in whose name this Bond is last registered upon the books
of the City, with suciz 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
suck or sums so paid, and the ty shall not be affected by
any notice to the 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
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 only 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.
Modifications
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.
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It is intended that this Bond is mace with
reference to and shall be construed as a Minnesota
contract and governed by the laws thereof .
IT IS HEREBY CERTIFIED AND RECITED that ail
conditions: acts and things required to exist, happen and
t)e 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.
Its v,'IrnLNESS vJHEREOF, the it, has caused ti--:is 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,
i•1INttES 3'Ij�
By u
(SEAL, ) / % Mavor
Attest: Countersigned :
City Clerk City Manager
-7-
Certit: icate cf- Registration
It is hereby certified that, at the request of
the Holder of the within Bond , the City of Eden Paririe,
Minnesota, has this day registered iz 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 City Clerk
Ryan Developmtent , December __, 1981
Inc, .
t