HomeMy WebLinkAboutResolution - 84-287 - MIDB's Portnoy - $2,750,000 - 10/16/1984 FINAL NOTE RESOLUTION
CITY OF EDEN PRAIRIE
$2, 7 50, 000 COMMERCIAL DEVELOPMENT REVENUE NOTE OF 1984
(GERALD A. PORTNOY PROJECT )
_ ADOP`L ED : October 16 , 1984
NOTE RESOLUTION
(This Table of Contents is not a part of this
Resolution, but is included for convenience only)
TABLE OF CONTE:,TTS
Page
ARTICLE ONE - DEFINITIONS , LEGAL AUTHORIZATION
AND FINDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1-.1 . Definitions . . . . . . . . . . . . . . . . . . . . . . 1
Section 1-2 . Legal Authorization. . . . . . . . . . . . . . 3
Section 1-3 . Findings . . . . . . , . . . . . . . . . . . . . . . . 3
Section 1-4 . Authorization and Ratification
ofProject . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE TWO - NOTE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2-1 . Authorized Amount and Form
of 'Tote. . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2-2 . The Note . . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2-3 . Execution. . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2-4 . Delivery of Note. . . . . . . . . . . . . . . . . 6
Section_ 2-5 . Disposition of Note Proceeds . . . . . 7
Section 2-6 . Registration of Transfer. . . . . . . . . 8
Section 2-7 . Mutilated, Lost or Destroyed
Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Section 2-8 . Ownership of t>ioce. . . . . . . . . . . . . . . . 9
Section 2-9 . Limitation on Note Transfers . . . . . 9
ARTICLE THREE - GENERAL COVENANTS . . . . . . . . . . . . . . . . . . . . . 10
Section 3-1 . Payment of Principal and Interest. 10
Section 3-2 . Performance of and Authority
for Covenants . . . . . . . . . . . . . . . . . . . . . 10
Section 3--3 . Enforcement and Performance of
Covenants . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 3-4 . Nature of Security . . . . . . . . . . . . . . . . 11
ARTICLE FOUR - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 4-i . Severability. . . . . . . . . . . . . . . . . . . . . . 12
Section 4-2 . Authentication of Transcript. . . . . . 12
Section 4-3 . Registration of Resolution. . . . . . . . 12
Section 4-4 . Authorization to Execute
Agreements . . . . . . . . . . . . . . . . . . . . . . . . 12
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
NOTE RESOLUTION
BE IT RESOLVED by the City Council of the City of
Eden Prairie, Minnesota, as follows :
ARTICLE ONE
DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS
1-1 . Definitions .
The terms used herein, unless the context hereof
shall require otherwise shall have the following meanings, and
any other terms defined in the Loan Agreement shall have the
same meanings when used herein as assigned to them in the Loan
Agreement unless the context or use thereof indicates another
or different meaning or intent .
Act: the Minnesota Municipal Industrial Development Act,
Minnesota Statutes, Chapter 474, as amended;
Bond Counsel: the firm of Briggs and Morgan, Professional
Association, of St. Paul and Minneapolis, Minnesota, and any
opinion of Bond Counsel shall be a written opinion signed by
such Counsel;
Borrower: Gerald A. Portnoy, his heirs and assigns , or
any transferee entity which may assume its obligations under
the Loan Agreement.;
City: the City of Eden Prairie, Minnesota, its successors
and assigns;
Code: the Internal Revenue Code of 1954 , as amended;
Construction Fund: the fund established by the City
pursuant to this eso ution and Section of the Construction
Loan Agreement and into which the proceeds of the Note will be
deposited;
Construction Loan Agreement: the agreement to be executed
by the City, the Borrower and the Lender, relating to the
disbursement and payment of Project Costs out of the
Construction Fund for the acquisition of the Land and the
construction and installation of the Improvements ;
,aP'
Improvements : the structures and other improvements,
including any tangible personal_ property, to be constructed or
installed by the Borrower on the Land in accordance with the
Plans and Specifications;
Land : the real property and any other easements and
rights described in Exhibit A attached to the Loan Agreement;
Lender : The First National bank of Saint Pau]_, its
successors and assigns;
Loan Agreement : the agreement to be executed by the City
and the Borrower, providing for the issuance of the Note and
the loan of the proceeds thereof to the Borrower, including any
amendments or supplements thereto made in accordance with its
provisions ;
Mortgage : the Statutory Mortgage, Assignment. of Leases
and Rents, Security Agreement and Fixture Financing Statement
to be executed by the Borrower and Barbara A. Portnoy, husband
and wife, as mortgagors, to the Lender, as mortgagee, securing
payment of the Note and interest thereon,
t:To-te : the $2 , 750, 000 Commercial Development Revenue Note
of 1984 (Gerald A. Portnoy Project) , to be issued by the City
pursuant to this Resolution and the Loan Agreement;
.Tote Register : the records kept by the City to provide
Eor the registration of transfer of ownership of the Note;
Plans and Specifications : the plans and specifications
Eor the construction and installation of the improvements on
the Land, which are approved by the Lender, together with such
modifications thereof and additions thereto as are reasonably
determined by the Borrower to be necessary or desirable for the
completion of the Improvements and are approved by the Lender;
Pledge Agreement: the agreement to be executed by the
City and the Lender pledging and assigning the Loan Agreement
to the Lender;
Principal Balance: so much of the principal sum on the
Note as remains ixnpaid at any time;
Project: the Land and Improvements as they may at any
time exist;
Project Costs : the total of all "Construction Costs " and
"Loan and Carrying Charges , " as those terms are defined in the
Loan Agreement,
,�� 2
Resolution: this Resolution of the City adopted
October lo , 1984, together with any supplement or amendment
-the re to,
Security Agreement : the Security Agreement to be executed
by the Borrower in favor of the Lender.
All references in this instrument to designated
"Articles , " "Sections" and other subdivisions are to the
designated Articles , Sections and subdivisions of this
instrument as originally executed. The words "herein, "
"hereof" and "hereunder" and other words of similar import
refer to this Resol.ution as a whole not to any particular
Article, Section or subdivision.
1-2 . Legal Authorization .
The City is a political subdivision of the State of
Minnesota and is authorized under the Act to initiate the
revenue producing project herein referred to, and to issue and
sell the Note for the purpose, in the manner and upon the terms
and conditions set forth in the Act and in this Resolution.
1-3 . Findings.
The City Council has heretofore determined, and does
hereby determine, as follows :
( 1 ) The City is authorized by the Act to enter into a
Loan Agreement for the public purposes expressed in the Act;
( 2) The City has made the necessary arrangements with the
Borrower for the establishment within the City of a Project
consisting of certain property all as more fully described in
the Loan Agreement and which will be of the character and
accomplish the purposes provided by the Act, and the City has
by this Resolution authorized the Project and execution of the
Loan Agreement, the Pledge Agreement, the Note and the
Construction Loan Agreement, which documents specify the terms
and conditions of the acquisition and financing of the Project;
( 3) in authorizing the Project the City ' s purpose is, and
in its judgment the effect thereof will be , to promote the
public welfare by : the attraction, encouragement and
development of econornically sound industry and commerce so as
to pre-vent, so far as possible, the emergence of blighted and
marginal lands and areas of chronic unemployment; the develop-
ment of revenue-producing enterprises to use the available
resources of the community, in order to retain the benefit of
3
the community ' s existing investment in educational and public
service facilities ; the halting of the movement of talented,
educated personnel of al L ages to other areas thus preserving
the economic and human resources needed as a base for providing
governmental services and facilities; the provision of acces-
sible employment opportunities for -residents in the area; the
expansion of an adequate tax base to finance the cost of
governmental services, including educational services for the
school district serving the community in which the Project is
situated,
(4) the amount estimated to be necessary to partially
finance the Project Costs , including the costs and estimated
costs permitted by Section 474.05 of the Act, will require the
issuance of the 'Mote in the principal amount of $2 , 750 , 000 as
hereinafter provided,
( 5 ) it is desirable , feasible and consistent with the
objects and purposes of the Act to issue the Note, for the
purpose of Partially financing the Project,
(6 ) the Note and the interest accruing thereon do not
constitute an indebtedness of the City within the meaning of
any constitutional or statutory limitation and do not
constitute or give rise to a pecuniary Liability or a charge
against the general credit or taxing powers of the City and
neither the full faith and credit. nor the taxing powers of the
City is pledged for the payment of the Mote or interest
thereon;
( 7 ) the Note is an industrial development bond within the
meaning of Section 103 (b) of the Internal Revenue Code and is
to be issued within the exemption provided under subparagraph
( D) of Section 103 (b ) (6) of the Code with respect to an issue
of $10 ,000, 000 or less; provided that nothing herein shall
prevent the City from hereafter qualifying the Note under a
different exemption if, and to the extent , such exemption is
permitted by law and consistent with the objects and purposes
of. the Project; and
( 8 ) no member of the City Council nor any member of his
or her immediate family has a. personal financial interest in
the sale of the Mote or in the Project or will personally
benefit financially therefrom, and the allocation of a portion
of the "Private Activity Bond Limit ", as defined in Section
103 ( n) of the Code, available to the City to the Project was
not made in consideration of any bribe , gift, gratuity or
direct or indirect contribution to political campaign,-
4
(9 ) the City has received $9 , 239, 314 pursuant to the Act
as an allocation of State authority to issue private activity
bonds, as such term is defined in Section 103 (A ) of the Code,
and part of such authority must be allocated to the Note in
order to make its interest exempt from federal income taxation;
(10 ) there is no litigation of any nature now pending, or
to our knowledge, threatened seeking to restrain or enjoin the
issuance, sale, execution or delivery of the Note, or any of
the documents described in the Resolution, or questioning the
authority or proceedings pursuant to which the Note is being
issued, the validity of the Note or any provision made for the
payment thereof, or the power of. the City to assist in
financing the Improvements as defined in the Loan Agreement;
and
(11 ) neither the existence of the City nor the rights of
the present officials of tfie City to their respective offices
is being contested and no authority or proceeding for the
issuance of the Note or the execution and delivery of the
Pledge Agreement, the Loan Agreement, or the Construction Loan
Agreement have been modified, repealed, revoked or rescinded.
1-4. Authorization and Ratification of Project.
The City has heretofore and does hereby authorize the
Borrower, in accordance with the provisions of Section
474 . 03 (7 ) of the Act and subject to the terms and conditions
set forth in the Construction '[,can Agreement , to provide for
the construction and installation of the Project pursuant to
the Plans and Specifications by such means as shall be
available to the Borrower and in the manner determined by the
Borrower, and without advertisement for bids as may be required
for the construction and acquisition of municipal facilities .
$ 2, 750, 000 of the State allocation to the City of authority to
issue private activity bonds, as such term is defined in
Section 103 ( n) of the Code , shall be allocated to, and utilized
by, the issuance of the Note.
5
ARTICLE TWO
J
NOTE
2-1 . Authorized Amount and Form of Note .
The Note issued pursuant to this Resolution shall be
in substantially the form set forth on Exhibit A attached
hereto, with such appropriate variations , omissions and
insertions as are permitted or required by this Resolution, and
in accordance with the further provisions hereof; and the total
principal amount of the -Tote that may be outstanding hereunder
is expressly limited to $2 , 750 , 000 unless a duplicate Note is
issued pursuant to Section 2-7 .
2-2 . The Note.
The Note shall be dated as of the date of delivery,
shall be payable at the times and in the manner, shall bear
interest at the rate, and shall be subject to such other terms
and conditions as are set forth therein .
2-3 . Execution.
The Note shall be executed on behalf of the City by
the signatures of its Mayor and Manager and shall be sealed
with the seal of the City. In case any officer whose signature
shall appear on the ?Vote shall_ cease to be such officer before
the delivery of the Note, such signature shall nevertheless be
valid and sufficient for all purposes , the same as if had
remained in office until delivery. In the event of the absence
or disability of the Mayor or the Manager such officers of the
City as , in the opinion of. the City Attorney, may act in their
behalf, shall without further act or authorization of the City
Council execute and deliver the Note .
2-4 . Delivery of Note .
Before delivery of the Note there shall be filed with
the Lender (except to the extent waived by the Lender) the
following items :
( 1 ) an executed copy of each of the following documents :
(A ) the Loan Agreement;
(B ) the Pledge Agreement;
6
(C ) the Mortgage;
(n) the Security Agreement;
(F } the Construction Loan Agreement;
(F) a Sworn Cost Statement signed by the Borrower
certifying the use of the proceeds of. the Note .
(2 ) an opinion of Counsel for the Borrower as prescribed
by Bond Counsel;
(3 ) the opinion of Bond Counsel as to the validity and
tax exempt status of the Note;
(4 ) such other documents and opinions as Bond Counsel may
reasonably require for purposes of rendering its opinion
required in subsection ( 3 ) above or that the Lender may
reasonably require for the closing.
2-5 . Disposition of Note Proceeds .
(lj There is hereby established with the Lender a
Construction Fund to be held by the Lender as a separate
account of the City as provided in the Construction Loan
Agreement. Upon delivery of the Note to Lender, the proceeds
of the Note shall be credited to the Construction Fund held by
the Lender on behalf of the City, at which time the entire
principal amour-it of the 'Tote shall be deemed advanced, and the
Lender shall, on behalf of the City, disburse funds from the
Construction Fund for payment of Project Costs upon receipt of
such supporting documentation as the Lender may deem reasonably
necessary, including compliance with the provisions of the
Construction Loan Agreement . The Lender or Rorrower shall
provide the City with a full accounting of all funds disbursed
for Project Costs .
( 2 ) Any surplus in the Construction Fund shall not be
invested to produce a yield greater than the yield on the Note,
as required by Internal Revenue Service Revenue Procedure 79-5 ,
Revenue Procedure 81-22 and 26 CFR 601 . 201 ( and any subsequent
amendments, modifications or replacements thereof) ; provided
that, if the Lender receives an opinion of Bond Counsel that
the exemption from federal income taxation of interest on the
Votes will not be jeopardized, the surplus funds may be
invested at a yield greater than the yield on the Note.
7
2-6 . Registration of Transfer .
The City will cause to be kept at the office of. the
City 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 t,Tote
shall be initially registered in the name of the Lender and
shall be transferable upon the Note Register by the Lender in
person or by its agent duly authorized in writing, upon
surrender of the Note together with a written instrilment of
transfer satisfactory to the City Clerk, duly executed by the
Lender or its duly authorized agent . The following form of
assignment shall be sufficient for said purpose.
For value received
I
ereby sells, assigns and transfers unto
_ the within Note of the City
of Minnesota, and does hereby
irrevocably constitute and appoint
attorney to transfer said
Note on the books of said City with fall
power of substitution in the premises . The
undersigned certifies that the transfer be
made in accordance with the provisions of
Section 2-9 of the Resolution authorizing
said Note.
Dated:
Registered Owner
Upon such transfer the City Clerk shall note the date of
registration and the name and address of the new Lender in the
;Dote Register and in the registration blank appearing on the
Note .
2-7 . Mutilated, Lost or Destroyed Note .
in case any Note issued hereunder shall become
mutilated or be destroyed or lost, the City shall, if not then
prohibited by law, cause to be executed and delivered, a new
Note of like outstanding principal amount. , number and tenor in
exchange and substitution for and upon cancellation of such
mutilated Note, or in lieu of and in substitution for such Note
destroyed or lost, upon the Lender ' s paying the reasonable
n
8
expenses and charges of the City in connection therewith, and
a in the case of a Vote destroyed or lost, the filing with the
City of evidence satisfactory to the City with indemnity
satisfactory to it. If the mutilated, destroyed or lost Nlote
has already matured or been called for redemption in accordance
with its terms it shall not be necessary to issue a new ,Vote
prior to payment .
2.-8 . Ownership of Note .
The City may deem and treat the person in whose name
the Note is last registered in the Note Register and by
notation on the Note whether or not such Note shall be overdue,
as the absolute owner of such Mote for the purpose of receiving
payment of or on account of the Principal Balance, redemption
price or interest and for all other purposes whatsoever , and
the City shall not be affected by any notice to the contrary .
2-9 . Limitation on Note Transfers .
The Note has been issued without registration under
state or other securities laws, pursuant to an exemption for
such issuance; and accordingly the Note may not be assigned or
transferred in whole or part, nor may a- participation interest
in the Tote be given pursuant to any participation agreement,
except in accordance with an applicable exemption from such
registration requirements .
9
ARTICLE THREE
i
GENERAL COVENANTS
3-1 . Payment of Principal and Interest .
The City covenants that it will promptly pay or cause
to be paid the principal of and interest on the Note at the
place, on the dates, solely from the source and in the manner
provided herein and in the Note. The principal and interest
are payable solely from and secured by revenues and proceeds
derived from the Loan Agreement, the Pledge Agreement , the
Mortgage, the Security Agreement and the Construction Loan
Agreement, which revenues and proceeds are hereby specifically
pledged to the payment thereof in the manner and to the extent
specified in the Note, the Loan Agreement, the Pledge
Agreement, the Mortgage, the Security Agreement and the
Construction Loan Agreement; and nothing in the Note or in this
Resolution shall be considered as assigning, pledging or
otherwise encumbering any other funds or assets of the City.
3-2 . Performance of and Authority for Covenants .
The City covenants that it will faithfully perform at
all times any and all covenants, undertakings , stipulations and
provisions contained in this Resolution, in the Note executed,
authenticated and delivered hereunder and in. all proceedings of
the City Council pertaining thereto; that it is duly authorized
under the Constitution and laws of the State of Minnesota
including particularly and without limitation the Act, to issue
the Note authorized hereby, pledge the revenues and assign the
Loan kgreement in the manner and to the extent set forth in
this Resolution, the rTote, the Loan Agreement and the Pledge
Agreement; that all action on its part for the issuance of the
Note and for the execution and delivery thei eof: has been duly
and effectively taken; and that the Vote in the hands of the
Lender is and will be a valid and enforceable special limited
obligation of the City according to the terms thereof.
3-3 . Enforcement and Performance of Covenants .
The City agrees to enforce all covenants and
obligations of the Borrower under the Loan Agreement and
Construction Loan Agreement, upon request of the Lender and
being indemnified to the satisfaction of the City for all
10
expenses and claims arising therefrom, and to perform all
covenants and other provisions pertaining to the City contained
in the Note, the Loan Agreement and the Construction Loan
Agreement and subject to Section 3-4 .
3-4 . Nature of Security.
Notwithstanding anything contained in the Note, the
Mortgage, the Security Agreement, the Loan Agreement , the
Pledge Agreement or any other document referred to in Section
2-4 to the contrary, under the provisions of the Act the ^7ote
may not be payable from or be a charge upon any funds of the
City other than the revenues and proceeds pledged to the
payment thereof, nor shall the City be subject to any liabi I.ity
thereon, nor shall the Note otherwise contribute or give rise
to a pecuniary liability of the City or, to the extent
permitted by law, any of the City ' s officers , employees and
agents . No holder of the Note shall ever have the right. to
compel any exercise of the taxing power of the City to pay the
Tote or the interest thereon, or to enforce payment thereof
against any property of the City other than the revenues
pledged under the Pledge Agreement, and the Note shall not
constitute a charge, lien or encumbrance, legal or equitable,
upon any property of the City; and the Note shall not
constitute a debt of the City within the meaning of any
constitutional or statutory limitation; but nothing in the Act
impairs the rights of the Lender to enforce the covenants made
for the security thereof as provided in this Resolution, the
Loan Agreement, the Pledge Agreement , the Mortgage, the
Security Agreement, the Construction Loan Agreement and in the
Act, and by authority of the Act the City has made the
covenants and agreements herein for the benefit of the render,-
provided that in any event, the agreement of the City to
perform or enforce the covenants and other provisions contained
in the Note, the Loan Agreement, the Pledge Agreement and the
Construction Loan Agreement shall be subject at all times to
the availability of revenues under the Loan Agreement
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 .
11
ARTICLF, FOUR
' MI SCELLANEWS
4-1 . Severability .
If any provision of this Resolution shall be held or
deemed to be or shall, in fact, be inoperative or unenforceable
as applied in any particular case in any jurisdiction or
jurisdictions or in all jurisdictions or in all cases because
it conflicts with any provisions of any constitution or statute
or rule or public policy, or for any other reason, such
circumstances shall not have the effect of rendering the
provision in question inoperative or unenforceable in any other
case or ci rcurnstarice, or of rendering any other Provision or
provisions herein contained invalid, inoperative, or
unenforceable to any extent whatever. The invalidity of any
one or more phrases, sentences, clauses or paragraphs in this
Resolution contained shall not affect the remaining portions of
this Resolution or any part thereof.
4-2 . Authentication of Transcript .
The officers of the City are directed to furnish to
Rond Counsel certified conies of this Resolution and all
documents referred to herein, and affidavits or certificates as
to aL l other matters which are reasonably necessary to evidence
the validity of the Note. All such certified copies,
certificates and affidavits , including any heretofore
furnished, shall_ constitute recitals of the City as to the
correctness of all statements contained therein .
4-3 . Registration of Resolution.
The Clerk is authorized and directed to cause a copy
of this Resolution to be filed with the County Auditor of
Hennepin County, and to obtain from said County Auditor a
certificate that the Note as a bond of the City has been duly
entered upon his bond register.
4-4 . Authorization to Execute Agreements .
The forms of the proposed Loan Agreement, the Pledge
Agreement and the Construction Loan Agreement are hereby
approved in substantially the form heretofore presented to the
City Council, together with such additional details therein as
may be necessary and appropriate and such modifications
thereof, deletions therefrom and additions thereto as may be
12
necessary and appropriate and approved by the City Attorney and
Bond Counsel prior to the execution of the documents, and the
Mayor and City Manager of the City are authorized to execute
the Loan Agreement, the Pledge Agreement and the Construction
Loan Agreement in the name of and on behalf of the City and
such other documents as Bond Counsel consider appropriate in
connection with the issuance of the Note . In the event of the
absence or disability of the Mayor or the City Manager such
officers of.. the City as , in the opinion of the City Attorney,
may act in their behalf, shall without further act or
authorization of the City Council do all things and execute all
instruments and documents required to be done or executed by
such absent or disabled officers . The execution of any
instrument by the appropriate officer or officers of the City
herein authorized shall be conclusive evidence of the approval
of such documents in accordance with the terms hereof.
Adopted: October 16, 1984
Mayor of tY� City of Eden Prairie
Attest:
1
Clerk
13
U^1T'i'Ili S`P:'1Ti�S OF' i+iIi�fZI^:1
STATI OP M [:;,',II?SOTA
C�JIlPJr1'Y OF ileIJt'Ii:Plr:
,l Deg c l rit , e - nu > No`:e off P)8-'1
era!(I 7 . Portnoy Project )
$2 , 750 , 000
POR VALUE, R :CEIVED the CITY OF EDEN PRAIRIE, Ilennepi.n
County, Minnesota ( the "Cit-y" ) hereby promises to ,day The First
National i3an'r_ of Saint Piaui , in Saint Paul , Minnesota, its
successors or re:3isterecl assigns ( the "Lender" ) , solely from
the source and in tale manner hereinafter provided, the
principal stem of Two Million Soven Hundred and fifty Thousand
AND No/100 DOLLARS ( $2, 750 , 000 ) , with interest thereon at the
rate of �_ _ percent (ti{ % ) per annum or at such higher or
lower rate as hereinafter pro 71L-—1 iC1 paragraphs 1 (d) and ( e )
�r hereof, in a rly coin or curre_ncy whic,(7 at the time or times of
payment_ is legal t,,nder for the payment oC= public or private
debts in t(1e? T_Tnitec? States of t'1merlc"t, In accordance, with the
terins hereinafter set forth .
1 . (a) From and after the date hereof_ and until the
"Amortizati.on Date" ( the first day of the calendar month next
succeeding completion of the Project in accordance with tine
Construction Loan Agreement hereinafter referred to, but in any
event no later than Januar,r 31 , 1986 unless extended by the
Lender) , interest only shall be paid. Interest shrill accrue
from and after the date hereof and shall be payable on the
first day of the calendar month next succeeding the date upon
which the first advance is made, and on the first day of each
and every month thereafter .
(b) On the date hereof, as and for additional
interest for the period from the date hereof through
December 31 , 1984 the sum of $55 , 000 . 00 ;
(c) From and after the Amortization Date, this
Note, shall be amortized and paid in equal consecutive blended
monthly installments of $ a. (A�, (�j� principal and accrued
interest, payable on the fi st day of each month commencing on
the first day of the calendar month next succeeding the
Amortization Date and continuing until October 1 , 1994 , at
which time, unless called by Lender pursuant to paragraph 1 ( e )
t1i1C� Not.(_,
S 11 j7_1 j I I I
A mil e(I-i-I'll
L - - t�- S -' ")a's,
p:�, L an�] acc: it�tc- ,'.-
until 1, 1999, at Which
t i 1-C.,e "_I".I'-'-2-'..' Cal ID, to :)11-1 1 ( e
01-Itstian,Hrig principa-I of-' tl'i.s
be -Ide it-, equal conseci-i -_.-Lv - bIe
principal ai-ir inter,2s-L based
year anti ()ct�)bt�r 1 , 200-'r at �ih4ch
called b'/ pursuant to para�ji-z-q)ii 1 ( e)
-
�i,ereof, t1le tl'on pri-t-icipal ball-ince ,-Dj-Jr7 this 104-
siial'L '.)e amortize=l an(I 1pai(A_ iri equal corisecL.ative iDle-cidecl
of principal and accuue(A it-it-eres !I based
L.Ij.)(DI-, LI thin-Ly ye a-:oi:-tizaIr-- ion until OctoL)ec I. , 20(J9, a'-- wh I c
t 4 (2alloc" 1:,y Lender pUrSLIant- to pF-i apl-i rac jrz e)
hereof, tiie t_`I:oi-_ 4 pritm ipaL balance of this Note
shall_ be- an 1-d in equal co'nse-cutLve blended
montlily iiista_11.1',Ieits of principal and accrueci intere-st based
upon -i tll-ii_rt- y ye�',_z until_ October 1 , 2U14 (the
" J_"irial. i.Iaturii- a t; _jr wllich tj,�I e till' t 'jen P :ir-ici.pal B a I a r-ice plus '_In y LIII-)a'iA accrlt��cl interest hereon shall be paid in full .
Pj_iv.,.'Lenl: s shall be applied first to interest (due on
the Flrincinal Bale-inco-- and thereafter to re,lucLiorl of the Pril-ici-
pal- BaIance.
ki ) ( i "F.n the event that receives a
a -ia f t( thi:-� interc_�st
1 --abilitv (. -, hereii --r defined)
rate on tlliis Note shai-I b i_, increase:l , r,�-_troaCt_i.vel:,' eff-eCtiv,a-
from and zii=',=,r the Date of Taxability tJ the follo,,.%ring int'3rest
rcit-es _-'or the peri.oc_! indicated :
Period Interest Rate
prate o-ff Ta:ia1bili-ty t1irough Base Rate as of
30, the date lit:-)reof.
October 1 , 1. 994 t1hroi-igh Base Rate on
S e LD t r 30, Octoloer 1 , 1994
October 1 , 1, 999 through Rase Rate on
S(---p t e i i i b e r 30, 2004 October 1 , 1999
October 1 , 2004 through Base Rate on
September 30, 2009 October 1. , 2004
October 1 , 2009 until Base Rate on
v3aid in full October 1 , 2009
Unless coijti,?st.-2(_I in accordance with parracjraph 1 ( d) ( iii.) below,
the City shall immediately upon demancl pay to the Lender and to
each prior holder affected by such Determination of Taxability
2
i f3 rl;-i:1(D 1_1 1 t J, i r(3 LS t -j
r e _?LY 1 su(::'ii i r 41 �_3
T L I-i L..,, L 0 t I! i; t _ Ol" l:?'J:..,'n,_ ie::C( f. 1:� t1i:-3 0 1: 1 L
e S t:.U1 Y <0:2C21711C.-i to th,' _,_!Iy Prior
ho s 1-a I I
1, 1 I(J S,-1 i d e f ID (:such <3 1)1 i,:::a ti on t-I A e
in -fuLl thf_-_ f thi S
j, t Fol: the tc-n-,i " Uast_- Rat---I" sli::illl Ills` 2i7
-
jr-apil 7 liereo `) on Lll1-2
:)lu,; two arallum. T�-,.-_ r3a:_Zc_? 7"'atc as
nercocL pe.r
ff t!1(2 (1 F1 f,' 11 -_2 S J-
i i 'Nle terms "Det.ermL!iatiori
Ta:,�ilDility" and "N,-_)tiLce c_-;f Ta.--ablility" as
s1,-i;_-,1L li.av,2 the a'sc-r-i-iDed t,-) such tor.iis iL-1 4 . 07
of TF;oln A1jr(_'(Di,,,.,7_,nt, c!,7tL,(-_--d the he�-e-Olff- "TDZ�111 r4-yret2—
th,,' and (se ra.lcl A.
( iii ) Th,,-3 Lencler s1lal-1. give rlotic.e, as Soon
any
but i'll a eve,-.t be fore the riylllt '11--o zipr)eal sLic1h
Notice oc Tll:,a _) Llity has tll,e Bcrrower -iii(I the City
of its receLi)!-_ of an- Notice of Taxability arldl purm-Lit the
litigate or ap,:)eal tho sam.e at Dorrc_)w(-_, r-' s
In the event any such contest, litiya-tion or
appeal is urlclertal,:en, the increase--i interest pral.7ideri in para-
graph 1 ( d) ( i) snail , rit.,:.7ertheless, be rpayable to the Lender
and , to any pT.-_1_or and s'nall be
h I eld by the in an interest bear ;_-Liq (_,scrow a("r--ount.
j(-D L71 CD S,�l Ch (2 G-1-I t,0.13 t i ti f i i sQ�-3 LL_ ( ri 0 r
Za pj)E-,j I pI:UV1(]reCl - 4-1-1�-� Borrower si-laLL indel-Linify and hold
t',ja I- - _
harmless the Lericle-r and -_'ach such prior holder from any and all
pe n.-1 I L i e , int-rest oc other liabilities w1iic'n Learider and eacl.
sucil prior holcler mia- v incur on accomit- oE such contest,
1.i t- ig at i o i-i or a 1?1--)e a, I . I f the final disposition of Such Contest
is such tiiat interest on this Note is determined to lbe exa.,lot
fraiLi Laxatiori, Borro,,qer shall 1)e erititle(l t:o rec ve a.11 sums
it deposJ ted in S�7_-,icl escrow account. ( including , but not
1-imited to, rill interest, earnings thereori) , otherwise the
T,ender and etch such prior holder ( as the ciase may be) shall be
entitled to Eill suins in the escr(--)w account ( iriclLdinq, but not
limite('I to, all interest earnings thereon) .
( e ) Notwithstanding the foregoing, on Octo-
ber 1 , 1994 , Oct(-,)I:)er 1 , 1999, October 1 , 2004, October 1 , 20C9
( hereinafter each of which dates will. be referred to as a "Call
Diate" ) , the Lender shall, have the right to demand payment of
the entire Principal Balance plus accrued interest thereon by
giving City and Borrower at least ninety (90 ) days prior
written notice ( such notice to be given in the manner specified
by Section 7 .01 of the Loan Agreei,,ient) of Len-der ' s intent to
demand paymerit of the Mote on the Call Date. if the Lender
doer not. exercise its right to demand tDaymerit of this Note
pursuant to this paragraph I ( e) , on each Call Data the rate of
interest charged hereon shall be changed to the Designated
3
L-S 17, _:7 U, I",a t-
T_at,-, E r 01 it '71,1 --1 i- the e, Ca 1,
T I S -j 4
t J 1 1. t tD t(D17)(--.I: I-
2000 Cr111. until_ this Notf_ i.'s pcIL"], it full . For
y I C_-r(2 o ff r:I i e si e sr,L Al 1
C, L�10 R,,_ ff( rc�l;t cl) `',-If t,_"1 1 'bus i rlC Ss
- le
1"(21 SSIOC to t1
J to C!A,_' Da 0 'D S I.,,C[I i 311 I
R .,12c-� TP a "A:--s i I-)e t 11 i i ir:)i i lb I c I �.i.nn c)�i r..c �)v L e n(] L-,r
For tne "R�:?ferf-_llcc sll_ill the rate
jDU,)1_ L21V a,.,3 SuC11-1 'b'I" lending r a t e s
i_-he to at-er borr-viers mall be at, above or
1:1"(2 a,_l to .
2 . In ainv ev,-_-._nr_, the i:,- %,r1erit.,�3 Ii ereul,.clo- sl-liall '::�e
s ul t-�1 L o iii s f: (_iue, as suclh
p r i t I a I-I ati,_i to pav any pre_p c i yf-ii e r i I_-
p e t at I L I a t 11 7 1-
U.-'On or- I ri te r e s t
sI-a1.1. be c oj i 11)u L _1 on of: a 360 day ycar, but cl-larded
C_)f OFrs C.-,jCL-Dse(_j.
ri_ncipai ar,_cl interest and prepla.ynlent penalty due
i y a!:)1-e 7t. t1i-,(' r:-)r i[i a I of IL is e, c D I e
Len(.1,3z- , ur Cif. s�:(t j a'y d e s r
_)tier rA.-ac�e as the Lc-ri(lor r,, -.,ate in
Wr
S iSSU(- '-D�
T, the City to provide furid.z-;
f�Dr a projelct, as 1(3 4 S-uh(A v in Sr c L o n 4 4 . 0 2 , l, L i : s o n 1.a,-
of ti-ic, acquisition of re-al
e S cl 7,_ a 1 1 tho -) E cm office service building ,
L-1 f-1, n, (I r' _:-ic-i Li LY anC� re.Lc Le,_-1 iii,,proveri'Lent:� thereon,
-1a n L to the aiicl this Note_ is further issued
pursul-A,ni: to ,_Ind in full compliance with th..-� Constitution and
laws the I io-- of �-'J_mriesotaj pzcrl-icuLarl_�y Chapter t 47 iff a ji) e r- 4
r( I U ti 0 n of the City
CC-)Unc,il. (duly crl (�Ctfober 16 , 19f34 ( t.-Iie "Ress(.-A-ution" ) .
5 . T!a i ! Hotel i,,-; secure,;_l by c-ii Pledge Agreement of
ev m (Iatc,_ herewith by tlie city to the lender ( tile "I.Dledge
a StatuLory ;1,ssignment of Leas',s and
i:.'ents, Security A:::ireement and Fixtur,z: ri-riancing StaLement, of
d�_:tte hert;,.witn executed bv Borrower and Barbara JAL. Portnoy,
Ills wife, cis mortcjago- , in favor of the Lender , as raortgagee
( the "mortgage" ) , and a Secur-ity Agreement of even date
heretaitli executed by Borrower in favor of Lender ( the "Security
Agreement" ) grantIng the Lender a secur-tty interest in a
certain Collateral described ti-lerei-n . The proceeds of the 11ote
shall be placed in the Construction Fund established Pursuant
to the Resolution and that certain Construction Loan Agreement
of eve.,i date by and among L(-r1der, City c- the v and
Borrower ( the "onsLruction Loan Ayreeinc:*_�ri,:" ) and the disburse--
111ollf: of the of this Note from the Construction Fund is
subject, to the terms and conditions of a Construction Loan
Agreement . Pursuant to Section 8 of the Construction Loan
4
C- ij�,':1 :-5('(- —
u r t v r- i c-)L 11 I
-i'c: o
i.
-
T i i, C' tv f o r i t s e 'L f t.:3 u S11-) S
(2, -1, pCeserltrRt 11 L 1 '2:'i --a r 11 C e of
11C1 ;--1 2_- Ln Ia t 11 no Ic-i(2 t?_ e 11( L)ri Y
D Lllrt.. CWII: (_C (fir (),L: 'ally
sl_"Ojf�c't t,:) t'11e ('-j(Drt'j.aCJ0 Or t :L v ii
L11 i- ::S f r e c u I l C C'I"tl 0 C L i'D n v;i t- 11 t 1-1 i S 'N 0 t e_
to thc' from
n- r o t-11 v i s e i-,i o,:' E tl-ie date c--)r- diate!s or ainount
01- of z-.!)ovc-2 recited, cr the L,2ilder iiiay froi-Li
L(D tL11C., 1-CD S(2 L'.!-!y part or parts (-)J- L!`� propei:tv and
t:) Morttggacje, tlie Secur-it"', or to
from the with or vjitliott
CC not as a result tiereof Llie interest
is no ioljr=.t: exeriipt from Fe feral taxation,
tlla in r1r) event i-iiay the Final. Maturity D'ate be
beyo-_id t1j_irLv (30 ) years fro)-.,I the date hereof . In any
Citv , subject to the Iii-Litati-or, of the City s
Z , (,,,,
sh,-_--ill , to tntz'.' e:,71cent periiiitted by
law, coritiniie to be liable to pay the unpai,_" balance Of tlie
inde'S.DL 2,1rie.SS C.Vjdence,:.' liereb-v as so ended, renewed or
rr1cdifLHeo1 an(I riot withs taridin� any such releas(-' .
7. Tiais Not,:? ii[iay be prep_, id iti fi-ilL Or pai-_-t at any
ZJ ' that- it: at thin tLipte of anv such
�-1 C I 1_'(l 11.'Dt "U:), a J.-)replay;ilei-lt
as .-1 01: acceleratictL of the Note ia.Ctei: tlhc--
C,C C I
011- a -i off I.Ielault, as clef fined 'Ln r-he [,call
ret:�iii e?it, or a-3 I-A of the a-P D.F tht� proceeds Of
J '.
a Ily Or award as described in Section 5
OF
) F Yield is less t1la- 11 t1le Base
Rat,_, (as clefi-ried in par,:.,grzipii l . d . ( i ) above) ori the nearer Of-
tn(? Gill=@ hece(Df "llie inr)st rec(,?rill previol_,,s Call Date, the
Rorru.vie-i- -will lj,�,
_L to ;may in fL111 on tho date of the
prepavir-,ent a prepay.-iient penalty cz--t1cullated as Eollows '. The-
a, (')'u,I t c)f the I r d_11C 4L_ 'i)a L Balance so prepaid shcall be iiiul-ti.plie(l
by ( a) the art(Dunt by villicl-I Base Rate exceeds the Government
Yiel(l' de- teriiiined as of tli(--, prepayrnerlL date times ( b) a
fraction, the nuinerator of which is the riuznber of days
reiiiaiidn(j to the next Call Date and the denominator of which is
360 . resi-7.1ting product shall then be divided by the number
of whole months then remaining to the next Call Date, yielding
a quotient- ( the "Quotient The ariiount of the prepayment
preiiiii.iiii shall be tile present value on the Prepayment Date
hisiric a_-:i the (-discount factor tlie Goverrltnent Yield determined
as of tne Pr(21-:>aviiient- Date ), of a streamof equal itiontlily
in to the riuirib,?r of whole nit.-niths rer-iiainirlcj to
tlie ilex - Call. Date, With the aMOUrIt of eFIC11 hypothetical
lilontlily payment equal to the Quotient and with the first
pay,'nerlL payable on Sikh Prepayment Date The term "Government
5
Yield" lmw�lls , an o E vile date of (hate rul klat Pal, QlU yield
konverwol as macassory to th(�: e(_11 C oull"
C
I: on u . s I ry f-;ec-,-I ri ti.,:!s a:� piiiji
of__ Y(3rk) 11av1ng a nuiturit ilcite- cic)s,: SL ) tlni2
nemot (Call. Wite . "U . S . Treasury n"e:'an's
t r, - ti . ` :y bilLs arml notas and, - f laotne than
0 1 a k2l 15 S 1"c_! of U S securities is t(J 111rItUre at
or about t11n next Call Date, thc-ti t(D e::Lent
rec,(_nt j_ssue (late will. 1% chased as
MW bElSiS for LI-C' yi(---IrI3 - the rore-
tio prepayment penalty shall M, puyabbe. on any ipr'�ipayment
ninet-',, (rj(j ) days t-0 a call lDate-
f -tills - C_e e
:E_1 1,7�le mmit of prepaym,,:�nt_ a I is NO
a;:)j-)1y any suc-1-. agiainst t1le
oranium. if any, tholl ugrjjnst int(OX. EtSt
an the Prink pal Halancc and finally Princil),al
arilGLlrl I - -i - rt-. i( - -ii
,�3 umi( r f he Note pro rat,: to the re "ainil ulip�_ _d
princi )all_ h�.'reon . I ii t,i e ev e ri t Of
prepayment , tho mcnithly payments due Inerecon snall be
recalcul-7-t--ec'l tat Uvj into acCO,ij,.l-_ to provide- for
a level ble_ncleil 7_.,n(_Drtizatian of the rwaahAng Princlpal Balance
and accrue(! 1.rlterost
9 . As provi0ed in the. Resolution _-md subject to
certain set forth there-i-r-i, this t,7,oto- is only
transfarable upon Lhe books of the Clity at I"ne OfCicE? 0.1 the
City Cjer,: , lu,7 tl-le T,ender in or by Inis a'gell'n riuly
autihorize,l im m. iting . at the Lena = ' s expenan, upon surretWer
bereof togoLher with a written inst-ruracn-it (-).[ transf,�r sati- s-
fac_,tory to the CLty Clark, duly ex(:-2cmuO:-1 by the Loncler or his
duly agont . Upoil such tonsisfer the City Clelzk �Aiill
note t1ne (IaLe o:_ r,-:1;istration a.,-,,-I trla,'ne acl'. address Of tho
I I c w r e g_Lst-erocl 1,erula1': in Me zeclisty7ition blaL-i
1) (:)"%7 Tne City may dean and treat the persori in Wlnose name
tlie Note L.s last registered upon the books of tl-ie City Wit-1-1
such regi!_-, trat-_i,,_-)ri noted c)1-1 tjj(' .-JS the VAIDE;OlUte OWnO_r
liereoff, ,;liether or not overdue, for the purj)(:)se of receivirig
payqmint of or on Idie account, of ME- Princij?al BaLzince,
rede-nption price or interest and for all (:)tjl,E!r LID'ur.poses, anti
aLl such payments so ma(-le to the Londer or quor-i his order shall
be valid and effective to satisfy and discharge the liability
Upol-, the j..jote to tj-jo:_ extent of the su.,-n or sums so paid, and the
City shall not be affected by any notice to the contrary.
10 . of the agreements , conditions , covenants ,
provisions an(I stipulations contained in the Resolution, the
Mortgage, the Security AgreeineriL, the Loan Agreement , the
Pledge Agreement- and the Construction Loan Ayrec merit are Hereby
macle a part of i`T<Dte to the extent and with the same
fc)r-c,-- ilrid (effect_ as if they were fully set forth herein.
N
io t
-t,Y aL-,(-! Co
0: 1 t V 'd i L I I i 1-1 th,') 0 1: F1 11',,7
con s ti_t,_, I::-ioi L or ,-i i L(D r 1. 1 i-ti 1-_a t i D not payaiDle frc;ln or
a u,:-on t-nall L,I),-- I: s, lanci
o r � t_ tot 2C )
U7 L i t v o t 11 e Ci ty r)r, t(-) th-I� e,Lenf-_ p- i t b,
I ix,-1 o 1- ally of
itti officors , a"jer1i-_-,3 (:),- e i-ijp I(--,y,.:!e F, , an(l no hclder
G ev,2r- have t1io_ ri,,I-i" to any
o N'
if I: 110 t:C.I.z I, C i t C 1 t! ote r
-3 1D ow( ,D
I-I t r,_-_�s t 1 D r 1Cr i- e r 1 f o r C. p u 1 n t r c-,c f a13t:i1.17cit a n y
City, anti thi:�, il,Tot,-3 -,(De,3 naL
C I lr;rJ, 0 _ a 0 2: i?q u i 111)(:31 ai
r(D t" " ty - ftj-ie City to L)e rfarm t , the ac41 o
-
CJ.
-m -I ancl Gthc--� IS
Dr of the c-ove"'al -s f_)r(_)VL5 Lot
liere.in ref`erre�.'L t-J:j shaLl i:(_ at aLl tines to t 11 e,
avail.ai-Di"Lit-v oj� Or otijor for such
Tozm Aqr,-lement, suff7icierit-1 to
si-iaLl , for all of
t-177-5 Note, b( CUn+ Lc3i1.1_rl'j and lb, cjj_ve*�-i FulL -Lorce and effect,
-�I—w i "n s t a n,d
anytli;1-1�j Olse�� to the (__�,ontrary i s i',I<D t-e I ic ing
1. it j.53 that timr:, is of Lhe ess--3nce of this
NO t(e T E: al i Tr_',,;-_n-,t <)f De f as t ii;._t_ is define(-, j.ii Llie
ID F) -1 M o r o_, tli�D St :Ltd C(DC1St1-.-UC t_.
men't oZ t'll', shall. cDccur, tll,,en t_-',,,.e Lender shall
',-L: (jhi,_ an o�ption to decl_are th.e Balance, and
accr;i,:',i
III-Ifz! plu's <-in_y or servic-t,:� c'n-arge:- , sl-all b(_�
a n(I S - 1 1; 1 '
piity,_-_,ble, 5ut colt-ly from avail-al, le ur-I'der t- Loan
tho the bons truc- ticr-1 Loan
a j 1 -, file Scr- yA( It Fa ii urc,� t o(
at. illy' time sl-,all not Qonst-itute a
of the right to exercise thQ same at- any subsecpuent time.
I) The re"lle-dies of th,, Lc:'.ncler, as provideC! lierein
and 1_:I t I I e 7110 r "-Ya 9(�, -,-1-1 e Security A g I:e C---I rt e,n t, t h e Lean
Agreement, the Ple(lcje Agreement and the Construction Load
11,(jrecmient, are, not exclusive and shall he cumulative and
concur-_,-( rit and may be pursued singly, successively or together,
at tli(-3 sole discretion of the Lender, and may be exercised as
often as occasion therefor shall occur; and the failure to
exercise an,,/ such right or remedy shall- in no event be
constru(-:d as a waiver or release thereof.
14 . They F,en,,Ier shall not be deemed, by any act of
olilissior, or comm-Lssion, to have waived any of its rights or
renieclies hereunder unless such waiver is in writing and signed
by Lli(z2 Lender and, then only to the extent specifically set
fortl-i in the writing . A waiver witli 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.
-7
15 . This mote haS bOC!-) ie�jist.r_aticn
Undr'Y.' f=atF or L'eJeral or oL'Tier SE3(2urltle 1 AWS, ` UrShciTlt to all
C.x(_'ITl,:;tL_1L)i1 for ,,l_1CI1 issuance; aC'iC. the ;`iOte may not-
{JE' _c 11f'c.1 or transferre-a 1.T1 "v;�"IOIE o_� �]c.rt, nor ICliay it
"-icipatt;]Tl interest lit t,-Ie 4ote be ,rsl.ant tG any
1rttCl.L.FI ::LJn aC -2ITIeri , P_XCE�`7t lIl aCC01 d_iT1Cf3 `ri].} _1 317
3h 11CF1b1.E'. E :iEiilUt.L ]tl Ir':�I,1 .SL1C11 reciistrat--ion r(�2quirP_i11onts
IT IS I1=:IZI i3Y C:EPTT_I'IED 2',—ND 2ECI'I'i;i) that all
Con(iitloris, acts and tI11n(Js rc�,qu .red tG exist, hr-iZD Ori al-id be
1)t"'1:forllrY,1 I rL =`'cI(-ijt. t0 Or In the isSL1.-:�.nc( of this Note do
exist, havr_• ha.p_Dened and have br-en perforlr,ed in r =_gul r and clue
fold jss required :]y law.
INWI'INr.S .: ^1 IL.I�liO� , the C.i �_v has cause, this No tE:. to
bt� duly executed in its, naIli�? by the lilanLlr3l sign..- -:Ares of the
Mayor and City 1Manager and h":s Caused the corporate seal to be
affixed hereto, and has causc_d tIiis 110i_C to be dated
CIT',17 0 F EDEN_ PRA.II.?IL, MINNE'SOTA
t
l�
� 4
lag e=r
8
.1 T PROIT S -0 IINIS AS R
T'lle ownership oC- the uj-p:jj.ca Princi-,-)al. Balance of this
Niote and the iriteres !-- accruing thereon is registc-2re(I on tlll�'-
)--F Eden -Iame -- t holde—
j,, of the City T, ( an Prairie in th,:-� i oil- the I
last note,", belo%-i.
Date of Namo and aciciress Signature of
T-R.e a i s t ra,t 0 n Reqj.sterecl Owner City Nanjqj
The Fi-csf-- National
Bank of Saint Paul
332 Stroet
1984 St. Paul , Minnesotca 55101