Exhibit 1 to Bond ResolutionEXHIBIT 1
TO
BOND RESOLUTION
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
Commercial Development Revenue Bond
(Standal Project)
No. R -1 $900,000
The City of Hopkins, a municipal corporation in the
County of Hennepin and State of Minnesota (the "City for value
received, hereby promises to pay, but solely from the source and
in the manner hereinafter provided, to the First National Bank of
Hopkins (the "Bank or registered assigns the outstanding and
unpaid balance on account of an authorized principal sum of Nine
Hundred Thousand Dollars ($900,000), together with interest
thereon at the annual rates set forth below, principal and interest
to be due and payable in equal consecutive monthly installments
of principal and interest in the amount of commencing
on March 1, 1982, to and including January 1, 1997, and one final
installment of principal and interest on February 1, 1997, such
amounts representing payments of principal of this Bond and
interest hereon at an interest rate of thirteen percent (13 per
annum. Principal and interest shall be paid to the registered
holder hereof in lawful money of the United States at the office
of the Bank in Hopkins, Minnesota. All payments of principal and
interest hereunder shall be applied first to interest and the
balance to reduction of principal. All interest hereon shall be
computed on the assumption that each year contains 360 days and
is composed of twelve (12) 30 -day months.
At the option of the Holder, the rate of interest
payable on the unpaid principal balance of this Bond may be
increased as of the 1st day of Loan Year six and the 1st day of
Loan Year Eleven, upon no less than one hundred twenty (120)
days' prior written notice to the City and the Borrower, to the
rate of interest per annum equal to 125% of the average of the
yields reflected in The Bond Buyer's Revenue Bond Index (20
Bond 20 Year) as published in The Daily Bond Buyer (or, if said
Index is no longer published, a comparable index selected by the
Holder) during the last quarter of the Loan Year immediately
preceding the period in question. In the event of any such
increase in the rate of interest hereunder, the monthly installment
payments of principal and interest hereunder shall be increased,
effective as of the 1st day of the second calendar month of the
Loan Year in question, to an amount which would be sufficient to
amortize the then unpaid principal balance of this Bond, together
with interest at the rate of interest per annum then payable
under this Bond, as increased in accordance with the provisions
of this paragraph, in full, in equal monthly installment payments
of principal and interest, by February 1, 2012, provided that in
any event the entire unpaid principal balance and interest on
this Note shall be due and payable in full on February 1, 1997.
Notwithstanding anything in this Bond to the contrary, in no
event shall the rate of interest at any time payable on this Bond
be less than thirteen percent (13 per annum, or exceed thirty
percent (30 per annum. Principal and interest shall be paid to
the registered holder hereof in lawful money of the United States
at the office of the Bank in Hopkins, Minnesota.
This Bond is issued pursuant to the Minnesota Municipal
Industrial Development Act, Chapter 474, Minnesota Statutes, as
amended (the "Act and in conformity with the provisions,
restrictions and limitations thereof. This Bond does not consti-
tute a charge against the general credit, property or taxing
powers of the City and does not grant to the owner or holder of
this Bond any right to have the City levy any taxes or appropriate
any funds for the payment of the principal hereof or interest
hereon, nor is this Bond a general obligation of the City or an
obligation of the individual officers or agents thereof. This
Bond and interest hereon are payable solely and only from the
moneys received under the Loan Agreement hereinafter mentioned,
including loan repayments to be made by John B. Standal, an
individual residing in Eden Prairie, Minnesota (the "Borrower
and from enforcement of the Mortgage and Lease Assignment herein-
after mentioned.
This Bond represents an authorized series of special
obligation Bonds of an aggregate principal amount of $900,000,
which have been authorized by law to be issued and have been
issued for the purpose of funding a loan from the City to the
Borrower to finance costs of acquiring a site for and construct-
ing and equipping a commercial building in the City for use by
the Borrower (the "Project and to provide permanent financing
for the Project. This Bond is issued pursuant to a Loan and
Purchase Agreement (the "Loan Agreement by and among the City,
the Borrower and the Bank, dated as of February 1, 1982, and a
Bond Resolution of the City duly adopted February 16, 1982.
Pursuant to a Loan Agreement Assignment dated as of February 1,
1982 (the "Assignment the City has assigned its interest in
the Loan Agreement (except its rights under Sections 5.02, 7.01,
8.04 and 8.05 thereof) to the Bank. This Bond is secured by the
Loan Agreement, the Assignment, the Bond Resolution and a Combina-
tion Mortgage, Security Agreement and Fixture Financing Statement
(the "Mortgage by the Borrower to the said Bank dated as of
February 1, 1982, and an Assignment of Rents and Leases (the
"Lease Assignment dated as of February 1, 1982, by the Borrower
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to the Bank to which Loan Agreement, Assignment, Bond Resolution,
Mortgage and Lease Assignment and amendments thereof reference is
hereby made for a description and limitation of the revenues and
funds pledged and appropriated to the payment of the Bond, the
nature and extent of the security thereby created, the rights of
the Holder of the Bond, the rights, duties and immunities of the
Bank and the rights, immunities and obligations of the City
thereunder. Certified copies of the Bond Resolution and executed
counterparts of the Loan Agreement, the Assignment, Mortgage and
Lease Assignment are on file at the office of the City Clerk.
This Bond shall be subject to prepayment on any interest
payment date at the option of the City, at the request of the
Borrower, in whole or in part upon prepayment to the Bank of the
principal amount of the Bond to be prepaid plus accrued interest.
Any such partial prepayment shall not defer, postpone or change
the amount of any regularly scheduled Loan Repayment. This Bond
is subject to mandatory redemption at the end of the Fifth Loan
Year, or (if not previously redeemed) at the end of the Tenth
Loan Year at a price equal to the principal amount thereof then
outstanding plus accrued interest to the redemption date which
mandatory redemption shall be deemed to have been waived unless
at least 180 days prior to the redemption date such mandatory
redemption the Holder gives written notice to the Borrower and
the Municipality that it does not waive such mandatory redemption
If the Holder of the Bond receives notice of a Determi-
nation of Taxability, the rate of interest then payable hereunder
on the Loan shall be automatically increased to one percent (1
per annum above the rate of interest then most recently publicly
announced by the First National Bank of Saint Paul as its prime
rate of interest (the "Prime Rate effective as of the date of
receipt by the Holder of the notice of such Determination of
Taxability, in which event the monthly installment payments of
principal and interest required hereunder by the Borrower in
Section 5.01 hereof shall be increased, effective as of the first
day of the calendar month following such date of receipt, to the
amount which would be sufficient to amortize the then unpaid
principal balance of the Loan, together with interest at the rate
of interest per annum computed as provided above, in full, in
equal monthly installment payments of principal and interest, by
February 1, 2012; provided that the entire principal balance and
all accrued interest shall be due and payable in full on February 1,
1997, as provided in Section 5.01 hereof. The Holder shall
notify in writing the City and the Borrower, as soon as practicable
after the receipt thereof, of its receipt of a Determination of
Taxability and of the consequent increase in interest rate and
monthly installment payments required under Section 5.01 hereof.
In the event of subsequent changes in the Prime Rate, the rate of
interest payable hereunder shall be changed, effective as of the
date or dates that the change or changes in the Prime Rate are
effective, to one percent (1%) per annum in excess of the Prime
Rate; however, the monthly installment payments of principal and
interest, as recomputed in accordance with the preceding provisions
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of this Section 5.07(c), shall remain the same, unless any such
payment would not be sufficient at the time such payment is due
to pay all accrued and unpaid interest on the Loan, in which case
such monthly installment payment shall be increased by the amount
of such deficiency.
In addition, the Holder, at its option, may, at any
time after receipt of notice of a Determination of Taxability,
declare the unpaid principal balance of the Loan, together with
accrued interest thereon and any other indebtedness due hereunder
or under the Bond, due and payable in full, upon at least six (6)
months' prior written notice to the Borrower and the City, in
which event the Borrower shall pay to the Holder on the date
specified in said notice an amount equal to the entire interest
thereon and any other indebtedness due hereunder or under the
Bond. The Borrower also shall pay to the current and any previous
Holder of the Bond, in addition to the other amounts set forth in
this Section 5.07(c), and within thirty (30) days of receipt of a
notice setting forth such amounts, the amounts of additional
federal and state income taxes, including 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
the Date of Taxability and the date of increase in interest rate
on the Loan.
Notice of any such prepayment shall be given to the
owner or registered assigns of the Bond by certified or regis-
tered mail, addressed to him at his registered address, not less
than thirty (30) days prior to the date fixed for prepayment, and
shall be published, if required by law, in a financial journal
circulated in the English language in the cities of Minneapolis
or St. Paul, Minnesota, at least once, not less than thirty (30)
days before the date so fixed for prepayment. At the date fixed
for prepayment, funds shall be paid to the owner hereof at the
office of the Bank or shall be deposited with the Bank, sufficient
to pay the Bond, or the principal amount thereof to be prepaid
and accrued interest thereon. Upon the happening of the above
conditions, the Bond thus called or the principal portions thereof
prepaid shall not bear interest after the date of prepayment.
This Bond is transferable, as provided in the Bond
Resolution, only upon the bond register of the City Clerk, as
bond registrar, by the owner hereof in person or by his duly
authorized attorney, as provided in the Bond Resolution.
In case an Event of Default as defined in the Loan
Agreement occurs, this Bond and the Loan Repayments thereafter to
become due under the Loan Agreement may become immediately due
and payable, in the manner and with the effect and subject to the
conditions provided in the Loan Agreement. The Holder of this
Bond shall have the right to enforce the provisions of the Bond
Resolution, Loan Agreement, Assignment, Lease Assignment and
Mortgage.
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The terms and provisions of the Bond Resolution, Loan
Agreement, Assignment, Lease Assignment and Mortgage, or of any
instrument supplemental thereto, may be modified or altered
pursuant to Section 9.03 of the Loan Agreement and paragraph 11
of the Bond Resolution.
It is hereby certified and recited and the City Council
has found: That the Project is an eligible "project" defined in
Section 474.02, Subd. la of the Act; that the issuance of the
Bond and the acquisition and construction of the Project will
promote the public welfare and carry out the purposes of the Act;
that the Project has been approved by the Commissioner of Securi-
ties of the State of Minnesota as tending to further the purposes
and policies of the Act; that all acts, conditions and things
required to be done precedent to and in the issuance of this Bond
have been properly done, have happened and have been performed in
regular and due time, form and manner as required by law; and
that this Bond does not constitute a debt of the City within the
meaning of any constitutional, statutory or charter limitation.
IN WITNESS WHEREOF, the City of Hopkins, by its City
Council, has caused this Bond to be signed in its behalf by the
manual signatures of the Mayor and the City Manager and sealed
with the corporate seal of the City, attested by the City Clerk,
all as of the 16th day of February 1982
ATTEST:
City Clerk
And By
(Form of Transfer)
For value received, the undersigned owner does hereby
assign and transfer the foregoing Bond to the named Assignee, and
the undersigned City Clerk of the City of Hopkins as bond regis-
trar hereby certifies that the foregoing Bond has been transferred
and registered on the bond register in the name of such Assignee.
CITY OF HOPKINS
By P I.Q 4 1:0612,"
ayor
City Manager
(SEAL)
Date of
Name of Signature of Signature of Transfer on
Assignee Owner City Clerk Bond Register