HomeMy WebLinkAboutResolution - 83-307 - Final Approval of MIDB's for E. Z. Sween Company - $1,00,000 - 12/20/1983 Member _ _ introduced the
following resolution and, after the reading thereof was
dispensed with by unanimous consent , moved its adoption :
RESOLUTION NO .
RESOLUTION RELATING TO $1 , 000 , 000
COMMERCIAL DEVELOPMENT REVENUE NOTE
( THOMAS E . SWEEN PROJECT) ;
AUTHORIZING THE 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 . 01 . In this Resolution the following terms
have the following respective meanings unless the context
hereof or use herein clearly requires otherwise .
Act : the Minnesota Municipal Industrial
Development Act , Minnesota Statutes , Chapter 474 , as
amended ;
Agreement : the Loan Agreement to be executed by
and between the City and the Obligor ;
Assignment of Leases and Rents : the Assignment
of Leases and Rents to be given by the Obligor to the
Lender ;
Bank : Fidelity Bank and Trust Company of
Minneapolis , Minnesota, and its successors and assigns
under the Letter of Credit ;
Bank Assignment : the Assignment of Leases and
Rents to be given by the Obligor to the Bank;
Bank Mortgage: the Reimbursement Mortgage and
Security Agreement to be given by the Obligor to the Bank ,
as mortgagee;
Ci_y : the City of Eden Prairie , Minnesota , its
successors and assigns ;
Disbursing Agreement : the Disbursing Agreement
among the Obligor , the Bank , and Title Insurance Company of
Minnesota;
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Holder : the registered owner of the Note;
Land: the real estate described in Exhibit A to
the Mortgage with all additions thereto and substitutions
therefor ;
Lender : Chemical Bank, a New York corporation,
its successors and assigns ;
Letter of Credit : the irrevocable standby Letter
of Credit to be issued by the Bank for the account of the
Obligor in favor of the Lender ;
Mortgage : the Mortgage and Security Agreement to
be given by the Obligor to the Lender , as mortgagee,
including any amendment thereof or supplement thereto in
accordance with the provisions thereof ;
Note: the $1 , 000 , 000 Commercial Development
RE?venue Note (Thomas E . Sween Project ) to be issued by the
City pursuant to this Resolution;
Obligor : Thomas E . Sween, an individual . its
successors and assigns;
Pledge Agreement : the Pledge Agreement to be
executed by the City and accepted by the Lender ;
Project : an office/warehouse building, located
on the Land, containing a gross and net rentable building
area of approximately 121 , 717 sguare feet ;
Project Costs : those costs as defined in Section
1 . 01 of the Agreement ; and
Reimbursement Agreement : the Reimbursement
Agreement between the Obligor and the Bank .
Resolution : this resolution of the City,
authorizing the issuance of the Note .
Section 2 . Findings_ . It is hereby found and
declared that :
( a) based upon representations of the Obligor as
to the nature and use of the Project , the real and personal
property and improvements comprising the Project constitute
a project authorized by the Act ;
(b) the purpose of the Project is , and the
effect thereof will be to promote the public welfare by the
attraction , encouragement and development of economically
sound industry and commerce so as to prevent the emergence
of or to rehabilitate, so far as possible , blighted and
marginal lands and areas of chronic unemployment ; to retain
industry ' s use of the available resources of the community
in order to retain the benefit of its existing investment
in educational and public service facilities ; to halt the
movement of talented, educated personnel of mature age to
other areas and thus preserve the economic and human
resources needed as a base for providing governmental
services and facilities ; to more intensively develop 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 will add to the tax base of the
City, and accordingly is of direct benefit to the taxpayers
of the Citv as well as those of the County and School
District in which the City is located;
( d) the Project has been approved by the Energy
and Economic Development Authority of the State of
Minnesota ;
( e) the financing of the Project , the issuance
and sale of the Note , the execution and delivery of the
Agreement and the Pledge Agreement , and the performance of
all covenants and agreements of the City contained in the
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 Agreement , the pledge
Agreement and the Note valid and binding obligations of the
Citv in accordance with their terms , are authorized by the
Act ;
( f) it is desirable that the Commercial
Development Revenue Note in the amount of $1 , 000 , 000 be
issued by the City upon the terms set forth herein, and
that the City assign its interest in the Agreement and
grant a security interest therein to the Lender as security
for the payment of the principal of and interest and
premium, if any, on the Note;
( g) the loan payments contained in the Agreement
are fixed , and required to be revised from time zo time as
necessary, so as to produce income and revenue sufficient
to provide for prompt payment of principal of and interest
on the Note issued under this Resolution when due , and the
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Agreement also provides that the Obligor is required to pay
all expenses of the operation and maintenance of the
Project including, but without limitation , adequate
insurance thereon and all taxes and special assessments
levied upon or with respect to the Project and payable
during the term of the Agreement; and
(h) under the provisions of Minnesota Statutes ,
Section 474 . 10 , and as provided in the Agreement and the
Mortgage , the Note is not to be 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 Note shall ever have the right to
compel any exercise of the taxing power of the City to pay the
Note or the interest thereon nor to enforce payment thereof
against any property of the City; the Note shall not constitute
a charge , lien or encumbrance , legal or equitable , upon any
property of the City; the Note issued hereunder shall recite
that the Note , including interest thereon, is payable solely
from the revenue pledged to the payment thereof; and the Note
shall not constitute a debt of the City within the meaning of
any constitutional , charter or statutory limitation .
Section 3 . Authorization and Sale .
` 3 . 01 , Authorization . The City is authorized by
the Act to issue revenue notes and loan the proceeds
thereof to buFiness enterprises to finance the acquisition
and construction of "projects" as defined in the Act , and
to make all contracts , execute all instruments , and do all
things necessary or convenient in the exercise of such
authority .
3 . 02 . Preliminary ty Approval . By resolution
adopted August 16 , 1983 , after a public hearing duly
called, noticed and held on August 16 , 1988 , this Council
gave preliminary approval to the acquisition and
construction of the Project and the financing thereof under
the provisions of the Act .
3 . 03 . Approval of Documents . Pursuant to the
above , copies of the following documents , all of which are
now or shall be placed on file in the office of the Finance
Director/Clerk , have been prepared and presented to this
Council :
( a ) Agreement ;
(b) Pledge Agreement ;
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(c ) Disbursing Agreement ;
(d) Mortgage ;
(e) Assignment of Leases and Rents ;
( f ) Letter of Credit ;
(g) Reimbursement Agreement ;
(h) Bank Mortgage; and
( i ) Bank Assignment .
The forms of the documents listed in ( a) , (b) and ( c) above are
approved, with such variations . insertions and additions as are
deemed appropriate by the parties and approved by the City
Attorney . Documents (d) through (h) are not to be executed by
the City.
Section a . Authorization . Upon execution of the
Agreement , the Pledge Agreement and the Disbursing Agreement by
the other parties thereto , the Mayor and City Manager shall
execute the same , and the Mayor , City Manager and Finance
Director/Clerk shall execute such other certifications ,
documents or instruments as bond counsel or counsel for the
Lender shall require, on behalf of the City, subject to the
approval of the City Attorney. 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 conclusive evidence of the approval and authorization by
the City and the Council of the instrument or documents so
executed
Section 5 . The Note .
5 . 01 . Form and Authorized Amount . The Note
shall be issued substantially in the form set fortA in
Exhibit A attached hereto and made a part hereof , with such
appropriate variations , omissions and insertions as are
permitted or required by this Resolution, and in accordance
with the further provisions of this Section, in the total
principal amount of $1 , 000 , 000 . The terms of the Note are
set forth in Exhibit A hereto and such terms , including but
not limited to interest rate , dates and amounts of payment
of principal and interest and prepayment privileges , are
incorporated by reference herein.
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5 . 02 . Execution . The Note shall be executed on
behalf of the City by the signatures of the Mayor and City
Manager and shall be sealed with its corporate seal . In
case any officer whose signature shall appear on the Note
shall cease to be such officer before the delivery thereof ,
such signature shall nevertheless be valid and sufficient
for all purposes .
5 . 03 . Mutilated, Lost and Destroyed Note . In
case the Note shall become mutilated or be destroyed or
lost , the City shall cause to be executed and delivered a
new note or like outstanding principal amount and tenor in
exchange and substitution For and upon cancellation of the
:mutilated note , or in lieu of and in substitution for such
Note destroyed or lost . upon the holder ' s paying the
reasonable expenses and charges of the City in connection
therewith, and , in case the Note is destroyed or lost . its
filing with the City evidence satisfactory to the City of
said destruction or loss .
5 . 04 . Registration of Transfer . The City will cause
to be kept at the office of the Finance Director/Clerk a Note
Register in which, subject to such reasonable regulations as it
may prescribe, the City shall provide for the registration of
transfers of ownership of the Note . The Note shall be
transferable upon the Note Register by the holder thereof in
person or by its attorney duly authorized in writing, upon
surrender of the Note together with a written instrument of
transfer satisfactory to the Finance Director/Clerk and the
City Attorney, duly executed by the holder or its duly
authorized attorney . Upon such transfer the Finance
Director/Clerk shall note the date of registration and the name
and address of the new holder in the Note Register . The City
may deem and treat the person in whose name the Note is last
registered in the Note Register as the absolute owner thereof .
whether or not the principal balance or any part thereof is
overdue , for the purpose of receiving payment of or on account
of the principal balance or interest and for all other purposes
5 . 05 . Delivery and Use of Proceeds . Prior to
delivery of the Note , the documents referred to in Section 3 . 08
hereof shall be completed and executed in form and substance as
approved by the City Attorney. The Citv shall execute and
deliver to the Lender the Note , together with a copy, duly
certified by the Finance Director/Clerk . of this Resolution ,
original executed counterparts of the Agreement , the Pledge
Agreement and the Disbursing Agreement and such closing
certificates as are requested by bond counsel .
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Section 6 . Limitations of the City ' s Obligations .
Notwithstanding anything contained in the_Note, the Agreement ,
the Pledge Agreement , the Disbursing Agreement or any other
documents referred to in Section 3 . 03 , the Note shall not
constitute a debt of the City within the meaning of any
constitutional , charter or statutory limitation and shall not
be payable from or charged upon any funds other than the
revenue pledged to the payment thereof , and the City shall not
be subject to any liability thereon . No holder of such Note
shall ever have the right to compel any exercise of the taxing
power of the City to pay the Note or the interest thereon or to
enforce payment thereof against any property of the City, and
the Note shall no-c constitute a charge , lien or encumbrance,
legal or equitable , upon any property of the City . The
agreement of the City to perform the covenants and other
provisions contained in the Note, the Agreement , the Pledge
Agreement , the Disbursing Agreement and other documents 1:.sted
in Section 3 . 03 shall be subject at all times to the
availability of revenues furnished by the Obligor sufficient to
pay all costs of such performance or the enforcement thereof ,
and neither the City nor any of its officers shall be subject
-to any personal or pecuniary liability thereon .
Section 7 . Effective Date . This resolution
shall be effective immediately Lion its final adoption .
PASSED AND FINALLY ADOPTED by the City Council of
the City of Eden Prairie, this day of December`,'�1983.
Mayor
Attest :
1 an irector/Clerk
This motion for the adoption of the foregoing
resolution was duly seconded by Member ,
and upon vote being taken thereon, the following voted in favor
thereof :
and the following voted against the same :
whereupon said resolution was declared duly passed and adopted .
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UNITED STATES OF A-MERICA
STATE OF ",SINNESOTA
COUNTY OF HENNEPIN
CITY OF EDEN PRAIRIE
Commercial Development Revenue Note
(Thomas E . Sween Project )
$1 , 000 , 000
The City of Eden. Prairie , Minnesota , a municipal
corporation of the State of Minnesota (the "Municipality" ) , for
value received , hereby promises to pay to the order of CHEMICAL
BANK ( the "Lender " ) or its registered assigns ( the Lender and
any subsequent holder of this Note being hereinafter referred
to as the "Holder " ) , at its principal office in New York , New
York, or at such other place as the Holder may designate in
writing, solely from the source, in the manner , and on the
dates , as hereinafter provided, the principal sum of ONE
MILLION Dollars ( $1 , 000 , 000 ) , and promises to pay from the same
source interest on the unpaid principal balance (the "Principal
Balance" ) at the rate of nine and one-half percent ( 9-1/2% ) per
anni=, (the "Tax Exempt Rate" ) , subject to adjustment as
hereinafter set forth , 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 interest rate on this Note is subject to
adjustment as follows :
1 . Upon a Determination of Taxability, as hereinafter
defined , the rate of interest borne by this Note shall be
automatically increased , effective as of the Date of
Taxability, as hereinafter defined, to the Taxable Rate , as
hereinafter defined, and the quarterly payments of principal
and interest hereon shall be adjusted to an amount which would
be sufficient to amortize the remaining Principal Balance over
the period equal to 180 months less the number of months
elapsed between October 1 , 1984 and the date as of which the
first adjusted amortization payment is to be made . The Obligor
will pay to the Holder , within 180 days of written notice that
the Taxable Rate will be in effect , an amount equal to thq
interest which would have been paid between the Date of
Taxability and the date upon which the Taxable Rate is actually
applied , less the amount of interest actually paid during such
period .
2 . In the event of an increase or decrease in the
r Corporate Tax Rate ( as hereinafter defined) enacted or
S
effective after the date of original issuance of this Note , the
interest rate set forth herein ( other than any interest rate in
effect following Determination of Taxability) shall be
decreased ( in the case of an increase in said Corporate Tax
Rate ) or increased ( in the case of a decrease in said. Corporate
Tax Rate) to the Adjusted Tax Exempt Rate ( as hereinafter
defined) , effective as of the date of such change in the
Corporate Tax Rate . For purposes of this paragraph, "Adjusted
Tax Exempt Rate" shall mean the product of ( i ) the Tax Exempt
Rate times ( ii ) a fraction (expressed as a decimal ) -the
numerator of which is the number one ( 1 ) minus the Corporate
Tax Rate in effect following the chance in such rate referred
to in the preceding sentence and the denominator of which is
the number one ( 1 ) minus the Corporate Tax Rate in effect on
the date of original issuance of this Note .
Paymentof Interest and Principal
( a) Interest shall accrue from the date hereof on the
Principal Balance of this Note at the interest rate set forth
above and interest only shall be payable on April 1 , 1984 .
(b) The Principal Balance hereof shall be payable in
quarterly installments of principal and interest in the amount
of $__ on the first day of each calendar quarter
(January 1 , April 1 , July 1 and October 1 ) , commencing July 1 ,
1984 and extending to and including October 1 , 1993 .
(c ) On the Final Maturity Date, as hereinafter
defined, the Principal Balance , together with all accrued but
unpaid interest thereon , and all other indebtedness due
hereunder shall be due and payable .
All interest hereon shall be computed on the basis of
the actual number of days elapsed and on the assumption of a
year containing 360 days . All payments under this Note shall
be applied first to interest due on the Principal Balance and
thereafter to a reduction of the Principal Balance .
In the event any interest payments or principal and
interest payments required under this Note are not paid when
due, the interest payment or principal and interest payment so
in default shall continue as an obligation hereunder until the
interest payment or principal and interest payment in default
shall have been fully paid with interest thereon at the
interest rate applicable to the defaulted payment .
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Definitions
As used herein with initial capital letters , the
following terms have the following meanings :
"Act" means Minnesota Statutes , Chapter 474 , as
amended .
"Assignment " means the Assignment of Rents and Leases ,
dated the date hereof , given by the Obligor in favor of the
Holder .
"Bank" means Fidelity Bank and Trust Company, of
Minneapolis , Minnesota .
"Business Dav" means any day on which commercial banks
in the City of New York , New York are open for business .
"Corporate Tax_ Rate" means the highest marginal
statutory rate of Federal income tax imposed on corporations .
"Date of Taxability" means the "Date of Taxability" as
defined in the Loan Agreement .
"Determination of Taxability" means a "Determination
of Taxability" as defined in the Loan Agreement .
"Disbursement Agreement" means the Disbursing
Agreement , dated the date hereof , among the Bank, the Obligor,
and Title Insurance Company of Minnesota .
"Final Maturity Date" means January 1 , 1994 .
"Letter of Credit" means the irrevocable standby
Letter of Credit , dated the date hereof , issued by the Bank for
the account of the Obligor , in favor of the Holder .
"Loan Agreement " means the Loan Agreement , dated the
date hereof , between the Municipality and the Obligor .
"Mortgage " means the Combination Mortgage and Security
Agreement and Fixture Financing Statement , dated the date
hereof , given by the Obligor in favor of the Holder .
"Obligor" means Thomas E . Sween, an individual .
"Pledge Pic. reement" means the Pledge Agreement , dated
the date hereof , between the Municipality and the Lender .
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"Prepayment Date" means the date of any prepayment in
whole or in part , of the Bond pursuant to the provisions hereof .
"Redemption _Treasury Rate" means one-quarter of the
Treasury Rate on the Prepayment Date .
''Reimbursement Agreement " means the Reimbursement
Agreement , dated the date hereof , between the Obligor and the
Bank .
"Taxable Equivalent Rate" means one-quarter of the
rate of interest subject to Federal taxation that , after taking
into account the amount of all Federal taxes attributable to
the inclusion of such interest payments in the gross income of
the Holder ( computed on the assumption that Federal taxes are
payable by the Holder at the Corporate Tax Rate) , is , as
reasonably determined by the Holder , equivalent to the tax
exempt rate of interest on the Note) .
"Taxable Rate" means a rate per annum at all times
equal to the sum of ( i ) one percent ( 7.% ) per annum plus
( ii ) the rate of interest most recently announced by the Lender
as its prime rate of interest, which Taxable Rate shall change
as and when such. prime rate shall change .
"Treasurer Rate'' means , at any time , the rate of
interest per annum equal to the latest three-week moving
average of secondary market midafternoon quotations of yields
to maturity of U. S . Treasury obligations trading closest to par
value and maturing on , or closest to , the Final Maturity Date
( such three-week moving average to be determined on the basis
of such yields reported by dealers of U. S . Treasury obligations
to and published by the Federal Reserve Bank of New York or , if
such publication shall be suspended or terminated , on the basis
of quotations of such yields received by the Bank from three
New York dealers of U . S . Treasury obligations of recognized
standing ) .
Municipality ' s Right to Prepay Note
This Note may be prepaid on any quarterly payment date
at the option of the Municipality upon direction of the
Obligor , upon at least fifteen ( 15 ) days ' prior written notice
to the Holder , in whole or in part , and if in part , in
increments of $ 100 , 000 , upon payment of a sum equal to the
principal amount to be prepaid , the interest accrued thereon to
the date of prepayment and a premium (the "Premium'' ) ( as
liquidated damages and not as penalty) equal to the sum of the
present values , each determined at the Redemption Treasury
Rate , of the excess , if any, of (A) the amount of each
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quarterly interest payment on the principal amount of the Note
prepaid over the remaining term of the Note computed at the
Taxable Equivalent Rate over (B) the amount of each such
quarterly interest payment on the principal amount of the Note
prepaid over the remaining term of the Bond computed at the
Redemption Treasury Rate . For the purposes of the foregoing
calculation, such present value ( "PV" ) shall be calculated in
accordance with the following formula :
1 _
PV=p x (T-R) x ( 1+R) "
where T=the Taxable Equivalent Rate;
R=the Redemption Treasury Rate ;
n=the number of quarters from the date of
prepayment to December 1 , 1.993 ; and
p=the principal amount of the Note being prepaid .
In the event that interest payable on the Note becomes
subject to federal income taxation pursuant 'to a Determination
of Taxability, the Principal Balance of the Note may be
prepaid , at the option of the Municipality, upon direction by
the Obligor , in whole and not in part , on the second quarterly
payment date following written notice to the Obligor of the
Determination of Taxability, at a price equal to the principal
amount thereof and accrued interest to the prepayment date ,
plus the Premium; provided that , if the Determination of
Taxability results from some causq other than a violation of
the Obligor ' s covenants , agreements , representation or
warranties contained in the Loan Agreement , the Assignment , t:ie
Mortgage or. the Reimbursement Agreement , the Holder may waive
the Premium .
Purpose and Securi_y
This Note constitutes an issue in the total authorized
face amount of $ 1 , 000 , 000 . This Note is issued by the
Municipality pursuant to the authority granted by the Act , for
the purpose of providing funds for a Project , as defined in
Section 474 . 02 , Subdivision la , of the Act , consisting of a
commercial office building within the Municipality and paying
necessary expenses incidental thereto , such funds to be loaned
by the Municipality to the Obligor pursuant to the Loan
Agreement and the Disbursement Agreement , thereby assisting
activities in the public interest and for the public welfare of
the Municipality . This Note is secured by the Pledge
Agreement , the Mortgage , and the Assignment . If a default
occurs under this Note, or under the Loan Agreement or the
Disbursement Agreement or if any other event occurs which
entitles the Holder to accelerate payment on this Note, then
the Holder may at its right and option declare immediately due
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and payable the Principal Balance of this Note and interest
accrued thereon to the date of declaration of such default ,
together with any attorneys ' fees incurred by the Holder in
collecting or enforcing payment thereof , whether suit be
brought or not , and all other sums due hereunder or under the
Loan Agreement or under the collateral documents referenced
therein . This Note is further secured by the Letter of Credit ,
under which the Holder is entitled, upon acceleration of
payment of this Note as above described, to draw upon the Bank
for an amount up to $1 , 100 ,000 , to pay the Principal Balance ,
up to 180 days ' interest thereon and the Premium; provided that
the amount of Premil?m to be paid from the Letter of Credit
shall not exceed $53 , 500 .
Note Registration
The Municipality will cause to be kept in the office
of the City Finance Director/Clerk a Note Register in which ,
subject to such reasonable regulations as it may prescribe , the
Municipality shall provide for the registration or transfer of
the Note . This Note is transferable upon the books of the
Municipality at the office of the City Finance Director/Clerk,
by the registered holder hereof in person or by its attorney
duly authorized in writing, upon surrender hereof together with
a written instrument of transfer satisfactory to the City
Finance Director/Clerk , duly executed by the registered holder
or its duly authorized attorney . Upon such transfer the City
Finance Director/Clerk will note the date of registration and
the name and address of the new registered holder in the
registration blank appearing below . Alternatively, the
Municipality will at the request of the registered holder issue
new notes in aggregate principal amount equal to the Principal
Balance of this Note , and of like tenor except as to number and
principal amount , and registered in the name of the registered
holder . The Municipality may deem and treat the person in
whose name this Note is last registered upon the books of the
Municipality with such registration noted on the Note as the
absolute owner hereof , whether or not overdue , for the purpose
of receiving payment of or on account of the Principal Balance
or interest and for all other purposes , and all such payments
so made to the registered holder or upon its order shall be
valid and effectual to satisfy and discharge the liability upon
this Note to the extent of the sum or sums so paid, and the
Municipality shall not be affected by any notice to the
contrary .
Limitation of Municipality' s Liability
This Note and all payments due hereunder shall not be
payable from nor_ charged upon any funds of the Municipality
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other than the revenue under the Loan Agreement pledged to the
payment thereof , nor shall the Municipality be subject to any
liability thereon . No Holder of this Note shall ever have the
right to compel any exercise of the taxing power of the
Municipality to pay this Note or the interest thereon, nor to
enforce payment thereof against any property of the
Municipality. This Note, including interest thereon , any
premiums , tares , penalties , late charges and other amounts
however designated, payable hereunder , shall not constitute a
charge, lien, or encumbrance , legal or equitable, upon any
property of the Municipality, and is payable solely from the
revenue under the Loan Agreement ( including payments required
to be thereunder by the Obligor and any amounts drawn under the
Letter of Credit ) pledged to the payment thereof . This Note
shall not constitute a debt of the Municipality within the
meaning of any constitutional , charter or statutory
limitation . The provisions of this paragraph shall , for the
purposes of this Note , be controlling and shall be given full
force and effect , notwithstanding anything else to the contrary
in this Note .
Waiver
The Holder shall not be deemed , by any act of omission
or commission, to have waived any of the Holder ' s rights or
remedies hereunder unless such waiver is in writing and signed
by the Holder and then only to the extent specifically set
r_orth in the writing . A waiver with reference to one event
shall not be construed as continuing or as a bar to or waiver
of any right or remedy as to a subsequent event .
Each maker , co-maker , endorser , surety and guarantor ,
subject to the limitation of the Municipality' s liability as
set forth herein hereby waives demand , presentment , protest ,
notice of nonpayment and notice of dishonor and agrees that
without any notice, the Holder hereof and any present or future
owner or owners of any property and interests covered by the
Mortgage or any other document given to secure this Note, or
executed in connection with this Note , may from time to time,
with the consent of the Bank , extend, renew, or otherwise
modify the date or dates or amount or amounts of payment above
recited, but in no event beyond the Final Maturity Date . The
Holder hereof may from time to time , with the consent of the
Bank , release any part or parts of the property and interests
subject to the Mortgage or 'to any such other document from the
same , with or without consideration . In any such case , each
endorser , surety and guarantor , shall continue liable to pay
the Principal Balance and interest on this Note as so extended,
renewed or modified and , notwithstanding any such release,
further agrees to pay all costs of collection, including a
d
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reasonable amount for attorneys ' fees . in case any payment
shall not be made at maturity, and all costs and expenses ,
including reasonablE attorneys ' fees , incurred in protecting
the security for this Note or in preserving the properties or
interests or any part thereof described in the Mortgage and any
such cther document , whether suit be brought or not .
It is intended that this Note is made with reference
to and shall be construed as a contract under and governed by
the laws of the State of Minnesota .
IT IS HEREBY CERTIFIED AND RECITED that all
conditions , acts and things required to exist , happen, and be
performed precedent to or in the issuance of this Note do
exist , have happened and have been performed in regular and due
form as required. by law .
IN WITNESS WHEREOF , the Municipality has caused this
Note to be duly executed by its duly authorized officers and
its corporate seal affixed all on December 23 , 1983 .
CITY OF EDEN PRAIRIE ,
MINN-EESOTA
By
Mayor
Attest :
( SEAL)
City Manager
�r
A,
i
PROVISIONS AS TO REGISTRATION
The ownership of the unpaid prinicpal balance of this
Note and the interest accruing thereon is registered on the
books of the City of Eden Prairie, Minnesota in the name of the
registered holder last noted below.
Date of Name of Signature of City
Registration Registered Holder Finance Director/Clerk
December 23 , 1983 Chemical Bank
�t
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