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HomeMy WebLinkAbout08.09.82MINUTES OF MAPLEWOOD CITY COUNCIL 7:00 P.M., Monday, August 9, 1982 .Council Chambers, Municipal. Building Meeting No. 82 -20 A. CALL TO ORDER I A regular meeting of the City Council of Maplewood, Minnesota, was held in the Council Chambers, Municipal Building and was called to order at 7:00 P.M. by Mayor Greavu. B. ROLL CALL John C. Greavu, Mayor Present Norman G. Anderson, Councilmember Present Gary W. Bastian, Councilmember Present. Frances L. Joker, Councilmember Present MaryLee Maids, Councilmember Present C. APPROVAL OF MINUTES 1. Minutes No. 82 -18 (July 26, 1982) Councilmember Anderson moved to approve the Minutes of Meeting No. 82 -18 (July 26, 1982) as submitted. — -- - ----- - -- ------- -- -- -- Seconded by Councilmember Maida. Ayes — all. 2. Minutes No. 82 -19 (July 29, 1982) Councilmember Anderson moved to approve the Minutes of Meeting No. — 82_19 — (July —29, 1982) as submitted. Seconded by Mayor Greavu. D. APPROVAL OF AGENDA Mayor Greavu moved to Ayes — all. the Agenda as amended: 1. Plan Review Authority 2. East Community Family Services 3. Shirts — Bumper Stickers 4. Park Dance /Dinner 5. Plaza — 3000 6. Meeting Moratorium 7. Vacancy — Park and Recreation Commission 8. Police Department Seconded by Councilmember Juker. Ayes — all. E. CONSENT AGENDA _ Councilmember Anderson moved, seconded by Councilmember Joker, Ayes all, to approve the Consent Agenda Items 1 through 5 as recommended: — 1. Accounts Payable 1 — 8/9 Approved the accounts (Part I, Fees, Services, Expenses, Check No. 000705 through No. 000758 — $99,069.18; Check No. 013822 through Check No.- 013953 — $260,741.65; Part II Payroll, Check No. 04540 through Check No. 04667 — $70,761.89) in the amount of $430,572.72. 2. Final Plat — Schwichtenberg Addition Approved the final plat for Lot 1, 2 and 3, Block 1 of the Schwichtenberg Addition 3. Final Approval — Industrial Revenue Note — Cricket Inn Resolution No. 82 -8 -107 NOTE RESOLUTION RESOLVED by the City Council of the City of Maplewood, 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: Assignment of Rents and Leases: the agreement to be executed by the Tenant assigning all the .rents, issues and profits derived from the Project to the Lender to secure the repayment of the Note and interest thereon; Bond Counsel: the firm of Briggs and Morgan, Professional Association, of St. Paul and Minneapolis, Minnesota, or any other firm of nationally recognized bond counsel, and any opinion of Bond Counsel shall be a written opinion signed by such Bond Counsel; Borrower: Tanners Lake Partners, a Minnesota general partnership, its successors, assigns, and any surviving, resulting or transferee business entity which may assume its obligations under the Loan Agreement; City: the City of Maplewood, Minnesota, its successors and assigns; Construction Fund: the fund established by the City pursuant to the Resolution adopted August 9 authorizing the issuance of the Series B Note and into the Proceeds Account of the Construction Fund the proceeds of the Note and the Series B Note will be deposited; Construction Loan Agreement: the agreement to be executed by the City, the Borrower, the Tenant and the Lender, relating to the disbursement and payment of Project Costs for the acquisition, construction and installation of the Project. — 2 — 8/9 Guarantors: Dr. Arvid Johnsen, Detlef Stroh, James W. Beck, William M. Bracken, Bruce M. Carlson, John D. Maney, Fred H. Chute, Timothy Adams, William M. Driscoll, Newell P. Weed, Jr., and William B. Cash; Guaranty: collectively, the guaranties of the payment of, among other things, the principal of, premium, if any, and interest on the Note to be executed by the Guarantors as of the date of this Agreement; 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: First National Bank of Minneapolis, in Minneapolis, Minnesota, 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 Combination Mortgage, Security Agreement and Fixture Financing Statement between the Borrower as mortgagor, to the Lender, as mortgagee, securing payment of the Note and interest thereon including any mortgage supplemental thereto entered into in accordance with the provisions thereof; Note: the $3,000,000 Commercial Development Revenue Note of 1982, (Tanners Lake Partners Project) to be issued by the City pursuant to this Resolution; Note Register: the records kept by the City Clerk to s provide for the registration of transfer of ownership of the Note; Plans and Specifications: the plans and specifications for 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 unpaid at any time; Project: the Land and Improvements as they may at any time exist; - 3 - 8/9 Project Costs: the total of "Loan and Carrying Charges," as t] Loan Agreement; Resolution: this Resolution 1982, authorizing the issuance of supplement or amendment thereto. all "Construction Costs" and lose terms are defined in the of the City adopted August 9, the Note, together with any All references in this instrument to designated "Articles," "Sections" and other subdivisions are to the desig- nated Articles, Sections and subdivisions of this resolution as originally adopted. The words "herein," "hereof" and "hereund- er" and other words of similar import refer to this Resolution as a whole not to any particular Article, Section or subdivis ion. 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 the execution of the Loan Agreement, the Pledge Agreement, the Note and the Construction Loan Agreement, which documents specify certain terms and conditions of the acquisition and financing the Project; (3) in authorizing the Project the City's purpose is," and in its judgment the effect thereof will be, to promote the pub- lic welfare by: the attraction, encouragement and development of economically sound industry and commerce so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; the development of revenue - producing enterprises to use the available resources of the community, in order to retain the benefit of the commun- ity's existing investment in educational and public service facilities; the halting of the movement of talented, educated personnel of all ages to other areas and 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 - 4 - 8/9 expansion of an adequate tax base to finance the increase in the amount and 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 Note in the aggregate principal amount of $3,000,000 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 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 consti- tute or give rise to a pecuniary liability or a charge agaihst the general credit or taxing powers of the City and neither the full faith and credit nor the taxing powers of the City are pledged for the payment of the Note or interest thereon; and (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. 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 Loan Agreement, to provide for the acquisition, construction and installation of the Project 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 acquisi- tion of municipal facilities; and the City hereby ratifies, affirms, and approves all actions heretofore taken by the Borrower consistent with and in anticipation of such authority and in compliance with the Plans and Specifications. ARTICLE TWO NOTE 2 -1. Authorized Amount and Form of Note. - 5 - 8/9 The Note issued pursuant to this Resolution shall be in substantially the form set forth herein, with such appropri- ate 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 Note that may be outstanding hereunder is expressly limited to $3,000,000 unless a duplicate Note is issued pursuant to Sec- tion 2 -6. The Note shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF MAPLEWOOD Commercial Development Revenue Note of 1982 (Tanners Lake Partners Project) $3,000,000 FOR VALUE RECEIVED the CITY OF MAPLEWOOD, Ramsey County, Minnesota (the "City "), hereby promises to pay the First National Bank of Minneapolis (the "Lender "), its succes- sors or registered assigns (the Lender and any such successor or registered assignee being also sometimes hereinafter referred to as the "Holder "), from the source and in the manner hereinafter provided, the principal sum of THREE MILLION DOLLARS ($3,000,000) or so much thereof as remains unpaid from time to time (the "Principal Balance "), with interest thereon at the rate specified in paragraphs 1(a) and 1(b) hereof (the "Tax Exempt Rate ") or at such higher rate as provided in paragraph 1(c) hereof (the "Taxable Rate "), in any coin or currency which at the time or times of payment is legal tender for the payment of public or private debts in the United States of America, in accordance with the terms hereinafter set forth. 1. (a) From and after the date hereof through and including August 1, 1983, interest only shall be paid at the rate of 14% per annum. Interest shall accrue from the date hereof and shall be payable on the first day of the calendar month next succeeding the date hereof and on the first day of each and every month thereafter through and including August 1, 1983. - 6 - 8/9 (b) Commencing on September 1, 1983 and on the first day of each calendar month thereafter, the Principal Balance shall be amortized in equal consecutive monthly installments of principal and interest the amount of each of which is to be calculated on an assumed thirty -year amortization with interest fran August 1, 1983 at the rate of 14% per annum and a final installment on August 1, 2012 (the "Final Maturity Date ") which shall be equal to the unpaid Principal Balance and accrued interest thereon. Any payment shall be applied first to accrued interest and thereafter to reduction of the Principal Balance. (c)(i) In the event that the interest on this Note shall become subject to federal income taxation pursuant to a Determination of Taxability (as hereinafter defined), the interest rate on this Note shall be increased, retroactively effective from and after the Date of Taxability (as hereinafter defined) to 19% per annum (the "Taxable Rate "). The City shall immediately upon demand pay to the Holder and to each prior Holder affected by such Determination of Taxability an amount equal to the amount by which the interest accrued retroactively at such increased rate from the Date of Taxability to the date of payment exceeds the amount of interest actually accrued and paid to the Holder and any such prior Holder during said period. (Such obligation of the City shall survive the payment in full of the principal amount of this Note). Commencing on the first day of the month next following the date of payment of such additional interest and continuing on the first day of each month thereafter (unless the Holder shall accelerate the maturity of the Note pursuant to clause (ii) of this paragraph (c)), this Note shall be payable as follows: (A) if amortization of the Principal Balance had not theretofore commenced under paragraph (b) hereof, the monthly payments of interest only hereunder shall be increased to reflect the accrual of interest at the Taxable Rate and the monthly installments of principal and interest payable commencing with the September 1, 1983. payment shall be recomputed on the basis of the Taxable Rate on an assumed thirty year amortization; or (B) if amortization of the Principal Balance had theretofore commenced under paragraph (b) hereof, the monthly installments of principal and interest payable commencing with the next succeeding payment shall be recomputed on the basis of the Taxable Rate and amortization over the remaining portion of the original assumed amortization. - 7 - 8/9 (ii) Upon a Determination of Taxability, the Holder may declare the entire Principal Balance of this Note together with accrued interest thereon at such retroactivelv increased Taxable Rate to be immediately due and payable, plus the prepayment premium, calculated in accordance with paragraph 8 hereof. (iii) The Holder shall give notice, as soon as practicable, to the Borrower of any Notice of Taxability, as hereinafter defined, received by the Holder and permit the Borrower to contest, litigate or appeal the same at its sole expense, provided that any such contest, litigation or appeal is, in the reasonable opinion of the Holder, being undertaken and carried forward in good faith, diligently and with reason - able dispatch. In the event any such contest, litigation or appeal is undertaken, the increased interest provided in paragraph (b)(i) shall, nevertheless, be payable to the Holder and shall be held by the Holder in escrow (without paying interest thereon) pending final disposition of such contest, litigation or appeal, provided that the Borrower shall indemnify and hold harmless the Holder and each prior Holder from any and all penalties, interest or other liabilities which they may incur on account of such contest, litigation or appeal. (iv) The terms "Determination of Taxability," "Date of Taxability" and "Notice of Taxability" shall have the meanings ascribed to such terms in the Loan Agreement, dated the date hereof (the "Loan Agreement "), between the City and Tanners Lake Partners (the "Borrower "). 2. In any event, the payments hereunder shall be sufficient to pay all principal and interest due, as such principal and interest becomes due, and to pay any premium or penalty, at maturity, upon redemption, or otherwise. Interest shall be computed on the basis of a 360 day year, but charged for the actual number of days elapsed. 3. Principal and interest and any premium due hereunder shall be payable at the principal office of the Lender, or at such other place as the Holder may designate in writing. 4. This Note is issued by the City to provide funds for a Project, as defined in Section 474.02, Subdivisions lb, Minnesota Statutes, consisting of the acquisition, construction and equipping of a Cricket Inn Motel, pursuant to the Loan ; Agreement, and this Note is further issued pursuant to and in full compliance with the Constitution and laws of the State of Minnesota, particularly Chapter 474, Minnesota Statutes, and pursuant to a resolution of the City Council duly adopted on August 9, 1982 (the "Resolution "). - 8 - 8/9 5. This Note is secured by a Pledge Agreement of even date herewith by the City to the Lender (the "Pledge Agreement "), a Combination Mortgage, Security Agreement and Fixture Financing Statement, of even date herewith between the Borrower as mortgagor, and the Lender as mortgagee (the "Mortgage ") by an Assignment of Rents and Leases, of even date herewith, from the Borrower to the Lender (the "Assignment of Rents and Leases ") and Guaranties from Dr. Arvid Johnsen, Detlef Stroh, James W. Beck, William M. Bracken, Bruce M. Carlson, James D. Maney, Fred H. Chute, Timothy Adams, William B: Driscoll, Newell P. Weed, Jr. and William B. Cash to the Lender (collectively, the "Guaranty "). The proceeds of this Note shall be placed in the Proceeds Account of the Construction Fund established pursuant to the Resolution and the Construction Loan Agreement (hereinafter referred to) and disbursement of the proceeds of this Note from the Construction Fund is subject to the terms and conditions of a Construction Loan Agreement of even date herewith among the Lender, the City and the Borrower (the "Construction Loan Agreement "). 6. The Holder may extend the times of payments of interest and /or principal of or any penalty or premium due on this Note, including the date of the Final Maturity Date, to the extent permitted by law, without notice to or consent of any party liable hereon and without releasing any such party. However, in no event may the Final Maturity Date be extended beyond thirty (30) years from the date hereof. 7. The Borrower may prepay the Principal Balance in whole or in part in increments of $100,000 on the first day of any month upon at least 30 days advance written notice to the Holder (or such lesser period of notice as the Holder may approve) and upon payment of an amount equal to the principal amount being so prepaid, plus accrued interest hereon to the date of prepayment, plus the prepayment premium calculated in accordance with paragraph 8 hereof. This Note is also subject to mandatory prepayment in whole or in part pursuant to Section 3.1 of the Construction Loan Agreement in the amount of any sums remaining in the Proceeds Account of the Construction Fund at the Completion Date (as such terms are defined in the Construction Loan Agreement), in which event a prepayment premium shall also be payable in accordance with paragraph 8 hereof, and the time of such prepayment may not be extended - pursuant to paragraph 6 hereof. Upon the occurrence of certain "Events of Default" under the Construction Loan Agreement, the Loan Agreement and /or under the Mortgage, and as provided in paragraph 12 hereof, the Holder may declare the Principal Balance and accrued interest on this Note to be immediately due and payable (any such action and any similar action pursuant to paragraph l(c)(ii) hereof being hereinafter referred to as an "acceleration" of this Note), in which event a prepayment premium shall also be payable in accordance with paragraph 8 hereof. - 9 - 8/9 Upon the occurrence of certain events of damage, destruction or condemnation, the Holder may, as provided in the Mortgage, apply the net proceeds of any insurance or condem- nation award to the prepayment, in whole or in part, of the Principal Balance in which event a prepayment premium may be payable in accordance with paragraph 8 hereof. This Note may be called for redemption and prepayment, in whole, at the option of the Holder, on September 1, 1992 (or at any time within six months following September 1,1992), on September 1, 1997, on September 1, 2002 and on September 1, 2007, (the "Call Dates "), upon at least thirty (30) days advance written notice to the Borrower (or such lesser period of notice as the Borrower may approve). The Borrower has the right under this Note on any Call Date of which the Holder has given the required notice, in lieu of redemption of this Note, upon five (5) days advance written notice prior to such Call Date, to purchase the Note from the Holder or give notice to the Holder that it has secured a purchaser for the Note. The Holder agrees, in lieu of redemption of this Note at a purchase price equal to the Principal Balance and accrued interest to sell the Note to the Borrower or such purchaser on such Call Date. 8. (a) If at the time of any prepayment on or prior to September 1, 1987 or acceleration of this Note occurring prior to September 1, 1987, the Borrower shall pay, together with the premium, if any, set forth in paragraph (b) hereof, an amount equal to 1 -1/28 of the amount of principal so prepaid. Notwithstanding the foregoing, no such premium shall be payable with respect to the following prepayments: (i) prepayment made at the option of the Holder pursuant to Article Five of the Mortgage or Section 5.02 of the Loan Agreement, (ii) prepayment pursuant to Section 3.1 of the Construction Loan Agreement in the amount of any sums remaining in the Proceeds Account of the Construction Fund at the Completion Date, (iii) prepayment made at the option of the Borrower upon a Determination of Taxability resulting from a change in any applicable federal statute, or (iv) prepayment made at the option of the Holder pursuant to paragraph (1)(c)(ii) hereof, unless an Event of Default thad occurred under the Loan Agreement, Construction Loan Agreement or the Mortgage and remains uncured at the time such prepayment is made. (b) If at the time of any prepayment or acceleration of this Note, occurring prior to August 1, 1992 the yield on U.S. Treasury securities (as published by the Federal Reserve Bank of New York) having a maturity date closest to September 1, 1992 (the "Government Yield "), as - 10 - 8/9 determined by the Holder as of the date of prepayment or acceleration, is less than 16 -1/48 the Borrower shall pay a premium calculated as follows: (a) the amount of principal so prepaid shall be multiplied by (i) the amount by which 16 -1/48 exceeds the Government Yield as of the date of prepayment or acceleration, times (ii) a fraction, the numerator of which is the number of days remaining to September 1, 1992 and the denominator of which is 360, (b) the resulting product shall then be divided by the number of whole months then remaining to September 1, 1992 yielding a quotient (the "Quotient "), (c) the amount of the prepayment premium payable under this paragraph shall be the present value on the date of prepayment or acceleration (using the Government Yield as of the date of prepayment or acceleration as the discount factor) of a stream of equal monthly payments in number equal to the number of whole months remaining to September 1, 1992, with the amount of each such hypothetical monthly payment equal to the Quotient and with the first payment payable on the date of prepayment or acceleration. Notwithstanding the foregoing, no such prepayment premium shall be payable with respect to a prepayment made at the option of the Holder pursuant to paragraph l(c)(ii) hereof or pursuant to Article Five of the Mortgage or Section 5.02 of the Loan Agreement unless an Event of Default had occurred under the Loan Agreement, Construction Loan Agreement, or the Mortgage and remains uncured at the time such prepayment is made. 9. The payments due under paragraph 1 hereof shall continue to be due and payable in full until the entire Principal Balance and accrued interest due on this Note have been paid regardless of any partial prepayment made hereunder. 10. As provided in the Resolution and subject to certain limitations set forth therein, this Note is transfer- able upon the books of the City at the office of the City Manager by the Holder in person or by his agent duly authorized in writing, at the Holder's expense, upon surrender hereof together with a written instrument of transfer satisfactory to the City Clerk duly executed by the Holder or his duly authorized agent. Upon such transfer the City Clerk will note the date of registration and the name and address of the new registered Holder in the registration blank appearing below. The City may deem and treat the person in whose name the Note is last registered upon the books of the City 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 the account of the Principal Balance, redemption price or interest and for all other purposes, and all such payments so made to the Holder or upon his order shall be valid and effective to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid, and the City shall not be affected by any notice to the contrary. 11 - 8/9 11. This Note and interest hereon and any premium due hereunder are payable solely from the revenues and proceeds under the Loan Agreement pledged to the payment thereof pursuant to the Pledge Agreement, except as the same may otherwise be payable in accordance with, the Mortgage, the Guaranty and the Assignment of Rents and Leases, and do not constitute a debt of the City within the meaning of any constitutional or statutory limitation, are not payable from or a charge upon any funds other than the revenues and proceeds pledged to the payment thereof, and,do not give rise to a pecuniary liability of the City or, to the extent permitted by law, of any of its officers, agents or employees, and no holder of this Note shall ever have the right to compel any exercise of the taxing power of the City to pay this Note or the interest thereon, or to enforce payment thereof against any property of the City, and this Note does not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, and the agreement of the City to perform or cause the performance of the covenants and other provisions herein referred to shall be subject at all times to the availability of revenues or other funds furnished for such purpose in accordance with the Loan Agreement, sufficient to pay all costs of such performance or the enforcement thereof. S 12. It is agreed that time is of the essence of this Note. If the City defaults in the payment when due of any installment of principal or interest or any premium or penalty due hereunder and if said default shall have continued for a period of ten (10) days, or if an Event of Default shall occur as set forth in the Mortgage, the Construction Loan Agreement or the Loan Agreement, then the Holder shall have the right and option to declare the Principal Balance, and accrued interest thereon, together with the premium, if any, payable under paragraph 8 hereof, immediately due and payable but solely from the sources specified in paragraph 11 hereof. Failure to exercise such option at any time shall not constitute a waiver of the right to exercise the same at any subsequent time. 13. The remedies of the Holder, as provided herein and in the Mortgage, the Assignment of Rents and Leases, the Guaranty, the Loan Agreement and the Construction Loan Agreement, are not exclusive and shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. 14. The Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Holder, and then only to the extent specifically set forth 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. - 12 - 8/9 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 City has caused this note to be duly executed in its name by the manual signatures of the Mayor, City Clerk, and has caused the corporate seal to be affixed hereto, and has caused this note to be dated , 1982. CITY OF MAPLEWOOD, MINNESOTA /s /Sohn Greavu Mayor Attest: a/ Lucille E. Aurelius City Clerk (SEAL) 4. Cancellation of Assessment *See Page 13a Approved the cancellation of the assessment in the amount of $309.17 for Diseased Tree Removal Improvement 80 -6 for Frank Cincotta, Code No. 57 01710 020 67. 5. Tax Forfeited Property Resolution No. 82 -8 -108 WHEREAS, the City of Maplewood has determined that the following described tax for- feited land is required for pending purposes: Subject to road and easements, the North One -half of vacated alley adjoining and Lot 1, Block 8, Smith and Taylor's Addition to North St. Paul (Code No. 57- 68800- 012-08)' NOW, THEREFORE, BE IT RESOLVED, that the proper City officials be and hereby are authorized to make an application for conveyance of said tax forfeited Land for ponding purposes; and BE IT FURTHER RESOLVED, that the City Clerk be and hereby is authorized to file a certified copy of this resolution and application for conveyance of said tax forfeited land in the Office of the Land Commissioner. F. PUBLIC HEARINGS 1. Preliminary Approval - Industrial Revenue Note - Emerald Inn 7:00 P.M. a.. Mayor Greavu convened the meeting for a public hearing regarding the request of Emerald Inn (Judson Dayton, Duncan Dayton, Fred Chute, Dr. Edward Chute, David Chute and Arthur B. Johnson) for a $1,500,000.00 Industrial Revenue Note to construct a 66 unit hotel to be located next to the Perkins Restaurant and fronting on County Road D. The Clerk stated the hearing notice was found to be in order and noted the dates of publication. - 13 - 8/9 82 — 8 — 108A ., WHEREAS, pursuant to resolution No. 81 -7 -143 of the City Council of Maplewood, Minnesota adopted July 16, 1982, the special assessments for the removal of Diseased Trees Improvement No. 80 -6 were levied against the property described as 57 01710 020 67; and WHEREAS, the above described assessment was levied in error and should be cancelled; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF MAPLEWOOD, MINNESOTA that the assessment for Diseased Tree Improvement 80 -6, in the amount of $309.17 be, and the same hereby are, cancelled and that any payments made by the owner for this assessment will be refunded. — 13a— 8/9 b. Manager Evans presented the staff report. C. Mr. Fred Chute, representing Emerald Inn, spoke on behalf of the proposal. d. Mayor Greavu called for proponents. None were heard. e. Mayor Greavu called for opponents. None were heard. f. Mayor Greavu closed the public hearing. g. Mayor Greavu introduced the following resolution and moved its adoption: 82 -8 -109 RESOLUTION RECITING A PROPOSAL FOR A COMMERCIAL FACILITIES DEVELOPMENT PROJECT GIVING PRELIMINARY APPROVAL TO THE PROJECT PURSUANT TO THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AUTHORIZING THE SUBMISSION OF AN APPLICATION FOR APPROVAL OF SAID PROJECT TO THE COMMISSIONER OF ENERGY, PLANNING AND DEVELOPMENT OF THE STATE OF MINNESOTA AND AUTHORIZING THE PREPARATION OF NECESSARY DOCUMENTS AND MATERIALS IN CONNECTION WITH SAID PROJECT WHEREAS, (a) The purpose of Chapter 474, Minnesota Statutes, known as the Minnesota Municipal Industrial Development Act (the "Act ") as found and determined by the legislature is to promote the welfare of the state by the active attraction and encouragement and development of economi- cally sound industry and commerce to prevent so far as possible the emergence of blighted and marginal lands and areas of chronic unemployment; (b) Factors necessitating the active promotion and development of economically sound industry and commerce are the increasing concentration of population in the metropolitan areas and the rapidly rising increase in the amount and cost of - governmental services required to meet the needs of the increased population and the need for development of land use which will provide an adequate tax base to finance these increased costs and access to employment opportunities for such population; (c) The City Council of the City of Maplewood (the "City ") has received from Judson Dayton, Duncan Dayton, Fred Chute, Dr. Edward Chute, David Chute and Arthur B. Johnson, who propose to form a corporation or partnership (the "Company ") a proposal that the City undertake to finance a Project hereinafter described, through the issuance of revenue bonds in the form of a single debt instrument ( "the Note ") pursuant to the Act; - 14 - 8/9 W The City desires to facilitate the selec- tive development of the community, retain and improve the tax base and help to provide the range of services and employment opportunities required by the population; and the Project will assist the City in achieving those objectives. The Project will help to increase assessed valuation of the City and help maintain a positive relationship between assessed valuation and debt and enhance the image and reputation of the community; (e) Company is currently engaged in the business of real estate development. The Project to be financed by the Note is an Emerald Inn hotel facility to be located in the City and consists of the acquisition of land and the construction of buildings and improvements thereon and the installation of equipment therein, and will result in the em- ployment of 25 additional persons to work within the new facilities; (f) The City has been advised by representa- tives of Company that conventional, commercial financing to pay the capital cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Project would be significantly reduced, but Company has also advised this Council that with the aid of municipal financing, and its resulting low borrowing cost, the Project is economically more feasible; (g) Pursuant to a resolution of the City Council adopted on July 12, 1982, a public hearing on the Project was held on August 9, 1982, after notice was published, and materials made available for public inspection at the office of the City Clerk, all as required by Minnesota Statutes, Section 474.01, Subdivision 7b at which public hearing all those appearing who so desired to speak were heard; (h) No public official of the City has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Maplewood, Minnesota, as follows: I. The Council hereby gives preliminary approval to the proposal of Company that the City undertake the Project pursuant to the Minnesota Municipal Industrial Development Act (Chapter 474, Minnesota Statutes), consisting of the acqui- sition, construction and equipping of facilities within the City pursuant to Company's specifications suitable for the operations described above and to a revenue agreement between the City and Company upon such terms and conditions-with provisions for revision from time to time as necessary, so as to produce income and revenues sufficient to pay, wtien due, the - 15 - 8/9 principal of and interest on the Note in the total principal amount of approximately $1,500,000 to be issued pursuant to the Act to finance the acquisition, construction and equipping of the Project; and said agreement may also provide for the entire interest of Company therein to be mortgaged to the purchaser of the Note; and the City hereby undertakes preliminarily to issue its Note in accordance with such terms and conditions; 2. On the basis of information available to this Council it appears, and the Council hereby finds, that the Project constitutes properties, real and personal, used or useful in connection with one or more revenue producing enterprises engaged in any business within the meaning of Subdivision lb of Section 474.02 of the Act; that the Project furthers the purposes stated in Section 474.01, Minnesota Statutes; that the availability of the financing under the Act and willingness of the City to furnish such financing will be a substantial inducement to Company to undertake the Project, and that the effect of the Project, if undertaken, will be to encourage the development of economically sound industry and commerce, to assist in the prevention of the emergence of blighted and marginal land, to help prevent chronic unemployment, to help the City retain and improve the tax base and to provide the range of service and employment opportunities required by the population, to help prevent the movement of talented and educated persons out of the state and to areas within the State where their services may not be as effectively used, to promote more intensive development and use of land within the City and eventually to increase the tax base of the community; 3. The Project is hereby given preliminary approval by the City subject to the approval of the Project by the Commissioner of Energy, Planning and Development (the "Commissioner "), and subject to final approval by this Council, Company, and the purchaser of the Note as to the ultimate details of the financing of the Project; 4. In accordance with Subdivision 7a of Section 474.01 Minnesota Statutes, the Mayor of the City is hereby authorized and directed to submit the proposal for the Project to the Commissioner requesting his approval, and other officers, employees and agents of the City are hereby authorized to provide the Commissioner with such preliminary information as- he may require; 5. Company has agreed and it is hereby determined that any and all costs incurred by the City in connection with the financing of the Project whether or not the Project is carried to completion and whether or not approved by the Commissioner will be paid by Company; - 16 - 8/9 6. Briggs and Morgan, Professional Association, acting as bond counsel, is authorized to assist in the preparation and review of necessary documents relating to the Project, to consult with the City Attorney, Company and the purchaser of the Note as to the maturities, interest rates and other terms and provisions of the Note and as to the covenants' and other provisions of the necessary documents and to submit such documents to the Council for final approval; . 7. Nothing in this resolution or in the documents pre- pared pursuant hereto shall authorize the expenditure of any municipal funds on the Project other than the revenues derived from the Project or otherwise granted to the City for this purpose. The Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property or funds of the City except the revenue and proceeds pledged to the payment thereof, nor shall the City be subject to any liability thereon. The holder of the Note shall never have the right to compel any exercise of the taxing power of the City to pay the outstanding principal on the Note or the interest thereon, or to enforce payment thereof against any property of the City. The Note shall recite in substance that the Note including interest thereon, is payable solely from the revenue and proceeds pledged to the payment thereof. The Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; S. In anticipation of the approval by the Commissioner and the issuance of the Note to finance all or a portion of the Project, and in order that completion of the Project will not be unduly delayed when approved, Company is hereby authorized - to make such expenditures and advance$ toward payment of that portion of the costs of the Project as Company considers necessary, including the use of interim, short -term financing, subject to reimbursement from the proceeds of the Note if and when delivered but otherwise without liability on the part of the City, 9. If construction of the Project is not started within one year from the date hereof, this resolution shall thereafter have no force and effect and the preliminary approval herein granted is withdrawn. Adopted by the City Council of the City of Maplewood, Minnesota, this day of , 1982. Attest: City Clerk Mayor - 17 - 8/9 Seconded by Councilmember Maida. Ayes - all. 2. Preliminary Approval - Industrial Revenue Note - Health Resources - 7:15 P.M. a. Mayor Greavu convened the meeting for a public hearing regarding the request of Health Resources, Inc. for a $4,500,000.00 Industrial Revenue Note to construct an ambulatory care center and on the request of Health Resource Assistance Corporation to construct a medical office building project. The Clerk stated the hearing notice was in order and noted the dates of publication. b. Manager Evans stated that since the adoption of the preliminary resolution Health Resources, Inc. has determined to combine the ambulatory care center and the medical office building into one facility and to change the ownership of the facility. Hazelwood Properties, Inc. will own the land and Maplewood Professional Limited Partnership will own the facility. (Hazelwood Properties, Inc. and Maplewood Pro- fessional Building Limited Partnership are related entities to Health Resources, Inc.) Because of these changes, Briggs and Morgan, bonding consultants, advised Health Resources that it was necessary to hold a rehearing on the project and to amend the preliminary resolutions that were adopted on January 21, 1982. Hazelwood Properties, Inc. and Maplewood Professional Building Limited Partnership are request- ing final approval at this time. c. Mr. Jerry Willcox, representing Health Resources spoke on behalf of the proposal. d. Mayor Greavu called for proponents. None were heard. e. Mayor Greavu called for opponents. None were heard. f. Mayor Greavu closed the public hearing. g. Councilmember Bastian introduced the following resolution and moved its adoption: 82 -8- 110 AMENDED RESOLUTION RECITING A PROPOSAL FOR A COMMERCIAL FACILITIES DEVELOPMENT PROJECT GIVING PRELIMINARY APPROVAL TO THE PROJECT PURSUANT TO THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AUTHORIZING THE SUBMISSION OF AN APPLICATION_ FOR APPROVAL OF SAID PROJECT TO THE COMMISSIONER OF SECURITIES OF THE STATE OF MINNESOTA AND AUTHORIZING THE PREPARATION OF NECESSARY DOCUMENTS AND MATERIALS IN CONNECTION WITH SAID PROJECT WHEREAS, (a) The purpose of Chapter 474, Minnesota Statutes, known as the Minnesota Municipal Industrial Development Act (the "Act ") as found and determined by the legislature is to promote the welfare of the state by the active attraction and encouragement and development of economi- cally sound industry and commerce to prevent so far as possible the emergence of blighted and marginal lands and areas of chronic unemployment; - 18 - 8/9 (b) Factors necessitating the active promotion and development of economically sound industry and commerce are the increasing concentration of population in the metropolitan areas and the rapidly rising increase in the amount and cost of governmental services required to meet the needs of the increased population and the need for development of land use which will provide an adequate tax base to finance these increased costs and access to employment opportunities for such population; (c) The City Council on January 21, 1982 held a public hearing on the proposal of Health Resources Assistance Corporation and Health Resource Center, Inc., related corporatiors,that the City assist in financing a medical office building and an ambulatory care and related health care center through the issuance of a.Revenue Bond or Bonds or a Revenue Note or Notes hereinafter referred to in this resolution as "Revenue Bonds" pursuant to the Act; (d) It is now proposed that the medical office building and ambulatory care center be housed in one facility and that Hazelwood Properties, Inc. and Maplewood Professional Building Limited Partnership (the "Company "), related entities to the original applicants,undertake the project. (e) The City desires to facilitate the selec- tive development of the community, retain and improve the tax base and help to provide the range of services and employment opportunities required by the population; and the project will assist the City in achieving those objectives. The project will help to increase assessed valuation of the City -and help maintain a positive relationship between assessed valuation and debt and enhance the image and reputation of the community; (f) Company is currently engaged in the business of health care services. The project to be financed by the Revenue Bonds is a medical office building and an ambulatory care center including a pharmacy, ambulatory surgery, physical medicine, urgent care and laboratory and other related support facilities (the "Project ") to be located in the City and consists of the acquisition of land and the construction of buildings and improvements thereon and the - installation of equipment therein, and will result in the em- ployment of 90 additional persons to work within the new facilities; (g) The City has been advised by representa- tives of Company that conventional, commercial financing to pay the capital cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Project would be significantly reduced, but Company has also advised this Council that with the aid of municipal financing, and its resulting low borrowing cost, the Project is economically more feasible; - 19 - 8/9 (h) Pursuant to a resolution of the City Council adopted on January 17, 19821 a public hearing on the Project was held on January 21, 1982 and a rehearing held on August 9, 1982, after notice was published, and materials made available for public inspection at the City Hall, all as required by Minnesota Statutes, Section 474.01, Subdivision 7b at which public hearing all those appearing who so desired to speak were heard; (i) No public official of the City has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project; (j) The preliminary resolutions adopted on January 21, 1982 for the ambulatory care center and the medical office building are hereby amended and this resolution which follows is meant to be substituted in its entirety for the preliminary resolutions adopted on January 21, 1982. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Maplewood, Minnesota, as follows: 1. The Council hereby gives preliminary approval to the proposal of Company that the City undertake the Project pursuant to the Minnesota Municipal Industrial Development Act (Chapter 474, Minnesota Statutes), consisting of the acqui- sition, construction and equipping of facilities within the City pursuant to Company's specifications suitable for the operations described above and to a revenue agreement between the City and Company upon such terms and conditions with provisions for revision from time to time as necessary, so as to produce income and revenues sufficient to pay, when due, the principal of and interest on the Revenue Bonds in the total principal amount of approximately $4,5001000 to be issued pursuant to the Act to finance the acquisition, construction and equipping of the Project; and said agreement may also provide for the entire interest of Company therein to be mortgaged to the purchaser of the Revenue Bonds; and the City hereby undertakes preliminarily to issue its Revenue Bonds in accordance with such terms and conditions; 2. On the basis of information available to this Council it appears, and the Council hereby finds, that the Project constitutes properties, real and personal, used or useful in connection with one or more revenue producing enterprises engaged in any business within the meaning of Subdivision la of Section 474.02 of the Act; that the Project furthers the purposes stated in Section 474.01, Minnesota Statutes; that the availability of the financing under the Act and willingness of the City to furnish such financing will be a substantial inducement to Company to undertake the Project, and that the effect of the Project, if undertaken, will be to encourage the development of economically sound industry and commerce, to assist in the prevention of the emergence of blighted and - 20 - 8/9 marginal land, to help prevent chronic unemployment, to help the City retain and improve the tax base and to provide the range of service and employment opportunities required by the - population, to help prevent the movement of talented and educated persons out of the state and to areas within the State where their services may not be as effectively used, to promote more intensive development and use of land within the City and eventually to increase the tax base of the community; 3. The Project is the City subject to the missioner of Securities approval by this Counci Revenue Bonds as to the the Project; hereby given preliminary approval by approval of the Project by the Com- and Real Estate, and subject to final 1, Company( and the purchaser of the Ultimate details of the financing of 4. In accordance with Subdivision 7a of Section 474.01 Minnesota Statutes, the Mayor of the City is hereby authorized and directed to submit the proposal for the Project to the Commissioner of Securities and Real Estate, requesting her ap- proval, and other officers, employees and agents of the City are hereby authorized to provide the Commissioner with such preliminary information as she may require; 5: Company has agreed and it is hereby determined that any and all costs incurred by the City in connection with the financing of the Project whether or not the Project is carried to completion and whether or not approved by the Commissioner will be paid by Company; 6. Briggs and Morgan, Professional Association, acting as bond counsel and First Corporate Services acting as investment banker ate authorized to assist in the preparation and review of necessary documents relating to the Project, to consult with the City Attorney, Company and the purchaser of the Revenue Bonds as to the maturities, interest rates and other terms and provisions of the Revenue Bonds and as to the covenants and other provisions of the necessary documents and to submit such documents to the Council for final approval; 7. Nothing in this resolution or in the documents pre- pared pursuant hereto shall authorize the expenditure of any - municipal funds on the Project other than the revenues derived from the Project or otherwise granted to the City for this purpose. The Revenue Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property or funds of the City except the revenue and proceeds pledged to the payment thereof, nor shall the City be subject to any liability thereon. The holder.of the Revenue Bonds shall never have the - 21 - 8/9 right to compel any exercise of the taxing power of the City to pay the outstanding principal on the Revenue Bonds or the interest thereon, or to enforce payment thereof against any _ property of the City. The Revenue Bonds shall recite in substance that the Revenue Bonds, including interest thereon, is payable solely from the revenue and proceeds pledged to the payment thereof. The Revenue Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; _ _ B. In anticipation of the approval by the Commissioner of Energy, Planning and Development and the issuance of the Revenue Bonds to finance all or a portion of the Project, and in order that completion of the Project will not be unduly delayed when approved, Company is hereby authorized to make such expenditures and advances toward payment of that portion of the costs of the Project to be financed from the proceeds of the Revenue Bonds as Company considers necessary, including the use of interim, short -term financing, subject to reimbursement from the proceeds of the Revenue Bonds if and when delivered but otherwise without liability on the part of the City; 9. If construction of the Project is not started within one year from the date hereof, this resolution shall thereafter have no force and effect and the preliminary approval herein granted is withdrawn. Adopted by the City Council of the City of Maplewood, Minnesota, this day of , 1982. Attest: City Clerk Mayor Seconded by Councilmember Suker. Ayes - all. h. Councilmember Bastian introduced the following resolution and moved its adoption: 82 - 8 - 111 RESOLVED by the City Council of the City of Maplewood, as follows: ARTICLE ONE DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS 1 -1. Definitions. - 22 - 8/9 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, Assignment of Rents and Leases: '-the agreement to be executed by the Borrower assigning all the rents, issues and profits derived from the Project to the Lender to secure the repayment of the Note and interest thereon; Bond Counsel: the firm of Briggs and Morgan, Professional Association, of St. Paul and Minneapolis, Minnesota, or any other firm of nationally recognized bond counsel, and any opinion of Bond Counsel shall be a written opinion signed by such Bond Counsel; Borrower: Maplewood Professional Building Limited Partnership, a Minnesota limited partnership, its successors, assigns, and any surviving, resulting or transferee business entity which may assume its obligations under the Loan Agreement; City: the City of Maplewood, Minnesota, its successors and assigns; Construction Fund: the fund established by the City pursuant to this Resolution and into the Proceeds Account of the Construction,Fund the proceeds of the Note and the Series B Note will be deposited; Construction Loan Agreement: the agreement to be executed by the City, the Borrower, the Lessor and the Lender, relating to the disbursement and payment of Project Costs for the acquisition, construction and installation of the Project; Ground Lease: the lease of the Land between Hazelwood Properties, Inc., as lessor and the Borrower, as lessee executed on and evidenced by a Short Form Lease filed as Document No. Guarantors: Health Resources, Inc, and St. John's Lutheran Hospital Association; Guaranty: collectively, the Guaranties of the Performance of the Leases to be executed by the Guarantors as of the date of this Agreement; 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; - 23 - 8/9 Land: the real property and any other easements and rights described in Exhibit A attached to the Loan Agreement; Lender: First National Bank of Minneapolis, in Minneapolis, Minnesota, its successors and assigns; Lessor: Hazelwood Properties, Inc. and its successors and assigns under the Ground Lease; 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 Combination Mortgage, Security Agreement and Fixture Financing Statement between the Borrower and the Lessor as mortgagors, to the Lender, as mortgagee, securing payment of the Note and the Series B Note and interest thereon including any mortgage supplemental thereto entered into in accordance with the provisions thereof; Note: the $ Commercial Development Revenue Note of 1982, (Maplewood Professional Building Limited Partnership Project) to be issued by the City pursuant to this Resolution; Note Register: the ,records kept by the City Clerk to provide for the registration of transfer of ownership of the Note; Plans and Specifications: the plans and specifications for 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 Pledge Agreement to be executed by the City and the Lender pleding and assigning the Loan Agreement to the Lender; Principal Balance: so much of the principal sum on the Note as remains unpaid 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; Resolution: this Resolution of the City adopted August 9, 1982, authorizing the issuance of the Note, together with any supplement or amendment thereto; Series B an Agreement: the agreement to be executed by the City and the Lessor, providing for the issuance of the Series B Note and the loan of the proceeds thereof to the Lessor, including any amendments or supplements thereto made in accordance with its provisions; - 24 - 8/9 Series B Note: the $ Commercial Development Revenue Note (Hazelwood Properties, Inc. Project) to be issued by the City pursuant to the Resolution; Series B Pledge Agreement: the agreement to be executed by the City and the Lender pledging and assigning the Series B Loan Agreement to the Lender. All references in this instrument to designated "Articles," "Sections" and other subdivisions are to the desig- nated Articles, Sections and subdivisions of this resolution as originally adopted. The words "herein," "hereof" and "hereund- er" and other words of similar import refer to this Resolution as a whole not to any particular Article, Section or subdivis- ion. 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 the execution of the Loan Agreement, the Pledge Agreement, the Note and the Construction Loan Agreement, which documents specify certain terms and conditions of the acquisition and financing the Project; (3) in authorizing the Project the City's purpose is, and in its judgment the effect thereof will be, to promote the pub- lic welfare by: the attraction, encouragement and development of economically sound industry and commerce so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; the development of revenue - producing enterprises to use the available resources of the community, in order to retain the benefit of the commun- ity's existing investment in educational and public service facilities; helping to provide necessary health care facilities (to the end that adequate health care services be made - 25 - 8/9 available to patients at reasonable cost) the halting of the movement of talented, educated personnel of all ages to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facil- ities; the provision of accessible employment opportunities for residents in the area; the expansion of an adequate tax base to finance the increase in the amount and 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 Note in the aggregate principal amount of $3,000,000 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 financing the Improvements; (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 consti- tute 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 are pledged for the payment of the Note or interest thereon; and (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. 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 Loan Agreement, to provide for .the acquisition, construction and installation of the Improvements 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; and the City hereby ratifies, affirms, and approves all actions heretofore taken by the Borrower consistent with and in anticipation of such authority and in compliance with the Plans and Specifications. - 26 - 8/9 ARTICLE. TWO NOTE 2 -1. Authorized Amount and Form of Note. The Note issued pursuant to,_this Resolution shall be in substantially the form set forth herein, with such appropri- ate 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 Note that may be outstanding hereunder is expressly limited to $ unless a duplicate Note is issued pursuant to Sec- tion 2 -6. The Note shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF MAPLEWOOD Commercial Development Revenue Note of 1982 (Maplewood Professional Building Limited Partnership Project) FOR VALUE RECEIVED the CITY OF MAPLEWOOD, Ramsey County, Minnesota (the "City "), hereby promises to pay the First National Bank of Minneapolis (the "Lender "), its succes- sors or registered assigns (the Lender and any such successor or registered assignee being also sometimes hereinafter referred to as the "Holder "), from the source and in the manner hereinafter provided, the principal sum of DOLLARS ($ ) or To much thereof as remains unpaid from time to time the "Principal Balance "), with interest thereon at the rates specified in paragraphs 1(a) and l(b) hereof (the "Tax Exempt Rates ") or at such higher rate as provided in paragraph 1(c) hereof (the "Taxable Rate "), in any coin or currency which at the time or times of payment is- legal tender for the payment of public or private debts in the United States of America, in accordance with the terms hereinafter set forth. 1. (a) From and after the date hereof through and including , 19 , interest only shall be paid at the rate of $ per annum. Interest shall accrue from the date hereof and shall be payable on the first day of the calendar month next succeeding the date hereof and on the first day of each and every month thereafter through and including 19 - 27 - 8/9 (b) Commencing on , 19 and on the first day of each calendar month thereafter, the Principal Balance shall be amortized in equal consecutive monthly installments of principal and interest the amount of each of which is to be calculated on an assumed -year amortization with interest from , 19 at the rate of 138 per annum and a final installment on August 1, 1992 (the "Final Maturity Date ") which shall be equal to the unpaid Principal Balance and accrued interest thereon. Any payment shall be applied first to accrued interest and thereafter to reduction of the Principal Balance. (c)(i) In the event that the interest on this Note shall become subject to federal income taxation pursuant to a Determination of Taxability (as hereinafter defined), the interest rate on this Note shall be increased, retroactively effective from and after the Date of Taxability (as hereinafter defined) to % per annum (the "Taxable Rate"), provided, however, that in no'event shall the Taxable Rate for any period be less than the Tax Exempt Rate otherwise in effect for the same period. The City shall immediately upon demand pay to the Holder and to each prior Holder affected by such Determination of Taxability an amount equal to the amount by which the interest accrued retroactively at such increased rate from the Date of Taxability to the date of payment exceeds the amount of interest actually accrued and paid to the Holder and any such prior Holder during said period. (Such obligation of the City shall survive the payment in full of the principal amount of this Note). Commencing on the first day of the month next following the date of payment of such additional interest and continuing on the first day of each month thereafter (unless the Holder shall accelerate the maturity of the Note pursuant to clause (ii) of this paragraph (c)), this Note shall be payable as follows: (A) if amortization of the Principal Balance had not theretofore commenced under paragraph (b) hereof, the monthly payments of interest only hereunder shall be increased to reflect the accrual of interest at the Taxable Rate and the monthly installments of principal and interest payable commencing with the ` , 19_ payment shall be recomputed on the basis of the Taxable Rate on an assumed year amortization; or (B) if amortization of the Principal Balance had theretofore commenced under paragraph (b) hereof, the monthly installments of principal and interest payable commencing. with the next succeeding payment shall be recomputed on the basis of the Taxable Rate and amortization over the remaining portion of the original assumed amortization. - 28 - 8/9 Upon a Determination of Taxability, the Holder may declare the entire Principal Balance of this Note together with accrued interest thereon at such retroactively increased Taxable Rate to be immediately due and payable, plus the prepayment premium, calculated in accordance with paragraph 8 hereof. (iii) The Holder shall give notice, as soon as practicable, to the Borrower of any Notice of Taxability, as hereinafter defined, received by the Holder and permit the Borrower to contest, litigate or appeal the same at its sole expense. In the event any such contest, litigation or appeal is undertaken, the increased interest provided in paragraph (b)(i) shall, nevertheless, be payable to the Holder and shall be held by the Holder in escrow (without paying interest thereon) pending final disposition of such contest, litigation or appeal, provided that the Borrower shall indemnify and hold harmless the Holder and each prior Holder from any and all penalties, interest or other liabilities which they may incur on account of such contest, litigation or appeal. (iv) "Date of Taxability" meanings ascribed to the date hereof (the Maplewood Profession, "Borrower "). The terms "Determination of Taxability," and "Notice of Taxability" shall have the such terms in the Loan Agreement, dated "Loan Agreement "), between the City and it Building Limited Partnership (the 2. In any event, the payments hereunder shall be sufficient to pay all principal and interest due, as such principal and interest becomes due, and to pay any premium or penalty, at maturity, upon redemption, or otherwise. Interest shall be computed on the basis of a 360 day year, but charged for the actual number of days principal is unpaid. 3. Principal and interest and any premium due hereunder shall be payable at the principal office of the Lender, or at such other place as the Holder may designate in writing. 4. This Note is issued by the City to provide funds for a Project, as defined in Section 474.02, Subdivisions la, Minnesota Statutes, consisting of the construction and equipping of a combination medical office facility, ambulatory care facility and related health care facilities, pursuant to the Loan Agreement, and this Note is further issued pursuant to and in full compliance with the Constitution and laws of the " State of Minnesota, particularly Chapter 474, Minnesota Statutes, and pursuant to a resolution of the City Council duly adopted on August 9, 1982 (the "Resolution "). - 29 - 8/9 5. This Note and that certain $ Commercial Development Revenue Note of 1982 (Maplewood Professional Building Limited Partnership Project) (the "Series B Note ") are secured by two Pledge Agreements of even date herewith by the City to the Lender (collectively, the "Pledge Agreements "), a Combination Mortgage, Security Agreement and Fixture Financing Statement, of even date herewith between the Borrower and Hazelwood Properties, Inc. (the "Lessor ") under that certain ground lease betwen the Lessor and the Borrower, as tenant, as mortgagors, and the Lender as mortgagee (the "Mortgage ") by an Assignment of Rents and Leases, of even date herewith, from the Borrower to the Lender (the "Assignment of Rents and Leases ") and two Guaranties of Performance of Lease from Health Resources, Inc. and St. John's Lutheran Hospital Association, respectively, to the Lender (the "Guaranty "). The proceeds of this Note shall be placed in the Proceeds Account of the Construction Fund established pursuant to a resolution adopted August 9, 1982 by the City and the Construction Loan Agreement (hereinafter referred to) and disbursement of the proceeds of this Note from the Construction Fund is subject to the terms and conditions of a Construction Loan Agreement of even date herewith among the Lender, the City, the Lessor and the Borrower (the "Construction Loan Agreement "). 6. The Holder may extend the times of payments of interest and /or principal of or any penalty or premium due on this Note, including the date of the Final Maturity Date, to the extent permitted by law, without notice to or consent of any party liable hereon and without releasing any such party. However, in no event may the Final Maturity Date be extended beyond thirty (30) years from the date hereof. 7. The Borrower may prepay the Principal Balance in whole or in part in increments of $100,000 on the first day of any month upon at least 30 days advance written notice to the Holder (or such lesser period of notice as the Holder may approve) and upon payment of an amount equal to the principal amount being so prepaid, plus accrued interest hereon to the date of prepayment, plus the prepayment premium calculated in accordance with paragraph 8 hereof. This Note is also subject to mandatory prepayment in whole or in part pursuant to Section 2.1 of the Construction Loan Agreement in the amount of any sums remaining in the Proceeds Account of the Construction Fund at the Completion Datet(as such terms are defined in the Construction Loan Agreement), in which event a prepayment premium shall also be payable in accordance with paragraph 8 hereof, and the time of such prepayment may not be extended pursuant to paragraph 6 hereof. Upon the occurrence of certain "Events of Default" under the Construction Loan Agreement and /or under the Mortgage, and as provided in paragraph 12 hereof, the Holder may declare the Principal Balance and accrued interest on this Note and the Series B Note,_to be immediately due and payable (any such action and any similar action pursuant to paragraph l(c)(ii) hereof being.hereinafter referred to as an "acceleration" of this Note), in which event a, prepayment premium shall also be payable in accordance with paragraph 8 hereof. - 30 - 8/9 Upon the occurrence of certain events of damage, destruction or condemnation, the Holder may, as provided in the Mortgage, apply the net proceeds of any insurance or condem- nation award to the prepayment, in whole or in part, of the Principal Balance in which event a prepayment premium may be payable in accordance with paragraph 8 hereof. S. If at the time of any prepayment or acceleration of this Note, the yield on U.S. Treasury securities (as published by the Federal Reserve Bank of New York) having a maturity date closest to the Final Maturity Date (the "Government Yield "), as determined by the Holder as of the date of prepayment or acceleration, is less than 8, the Borrower shall pay a premium calculated as f_o_1_1_o_w_s_-___Fa7 the amount of principal so prepaid shall be multiplied by (i) the amount by which % exceeds the Government Yield as of the date of prepayment or acceleration, times (ii) a fraction, the numerator of which is the number of days remaining to the Final Maturity Date and the denominator of which is 360, (b) the resulting product shall then be divided by the number of whole months then remaining to the Final Maturity Date yielding a quotient (the "Quotient "), (c) the amount of the prepayment premium payable under this paragraph shall be the present value on the date of prepayment or acceleration (using the Government Yield as of the date of prepayment or acceleration as the discount factor) of a stream of equal monthly payments in number equal to the number of whole months remaining to the Final Maturity Date, with the amount of each such hypothetical monthly payment equal to the Quotient and with the first payment payable on the date of prepayment or acceleration notwithstanding the foregoing, no such prepayment premium shall be payable with respect to a prepayment made at the option of the Holder pursuant to Article Five of the Mortgage or Section 5.02 of the Loan Agreement unless an Event of Default had occurred under the Loan Agreement or the Mortgage and remains uncured at the time such prepayment is made. 9. The payments due under paragraph 1 hereof shall continue to be due and payable in full until the entire Principal Balance and accrued interest due on this Note have been paid regardless of any partial prepayment made hereunder. 10. As provided in the Resolution and subject to certain limitations set forth therein, this Note is transfer- able upon the books of the City at the office of the City Manager by the Holder in person or by his agent duly authorized in writing, at the Holder's expense, upon surrender hereof together with a written instrument of transfer satisfactory to the City Clerk duly executed by the Holder or his duly authorized agent. Upon such transfer the City Clerk will note the date of registration and the name and address of the new registered Holder in the registration blank appearing below. The City may deem and treat the person in whose name the Note is last registered upon the books of the City with such registration noted on the Note, as the absolute owner hereof, whether or not overdue, for the purpose of receiving payment of - 31 - g/9 or on the account of the Principal Balance, redemption price or interest and for all other purposes, and all such payments so made to the Holder or upon his order shall be valid and effective to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid, and the City shall not be affected by any notice to the contrary. 11. This Note and interest hereon and any premium due hereunder are payable solely from the revenues and proceeds under the Loan Agreement pledged to the payment thereof pursuant to the Pledge Agreement, except as the same may otherwise be payable in accordance with, the Mortgage, the Guaranty and the Assignment of Rents and Leases, and do not constitute a debt of the City within the meaning of any constitutional or statutory limitation, are not payable from or a charge upon any funds other than the.revenues and proceeds pledged to the payment thereof, and do not give rise to a pecuniary liability of the City or, to the extent permitted by -law, of any of its officers, agents or employees, and no holder of this Note shall ever have the right to compel any exercise of the taxing power of the City to pay this Note or the interest thereon, or to enforce payment thereof against any property of the City, and this Note does not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, and the agreement of the City to perform or cause the performance of the covenants and other provisions herein referred to shall be subject at all times to'the availability of revenues or other funds furnished for such purpose in accordance with the Loan Agreement, sufficient to pay all costs of such performance or the enforcement thereof. 12. It is agreed that time is of the essence of this Note. If the City defaults in the payment when due of any installment of principal or interest or any premium or penalty due hereunder or the Series B Note and if said default shall have continued for a period of five (5) days, or if an Event of Default shall occur as set forth in the Mortgage, the Construction Loan Agreement or the Loan Agreement, then the Holder shall have the right and option to declare the Principal Balance, and accrued interest thereon, together with the premium specified in paragraph 8 hereof, immediately due and payable but solely from the sources specified in paragraph 11 hereof. Failure to exercise such option at any time shall not constitute a waiver of the right to exercise the same at any subsequent time. ' 13. The remedies of the Holder, as provided herein and in the Mortgage, the Assignment of Rents and Leases, the Guaranty, the Loan Agreement and the Construction Loan Agreement, are not exclusive and shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. - 32 - 8/9 14. The Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Holder, and then only to the extent specifically set forth 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. IT IS HEREBY CERTIFIED AND RECITED that all condi- tions, acts and things required to exist, happen and be perform- ed 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 City has caused this Note to be duly executed in its name by the manual signatures of the Mayor, City Clerk, and has caused the corporate seal to be affixed hereto, and has caused this Note to be dated 1982. ATTEST: City Clerk (SEAL) CITY OF MAPLEWOOD, MINNESOTA Mayor Seconded by Councilmember Juker. Ayes - all. i. Councilmember Bastian introduced the following resolution and moved its adoption: 82 -8 -112 RESOLVED by the City Council of the City of Maplewood, as follows: ARTICLE ONE DEFINITIONS, LEGAL AUTHORIZATION AND FINDINGS 1 -1. Definitions. - 33 - 8/9 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; Assignment of Rents and Leases: the agreement to be executed by the Tenant assigning all the rents, issues and profits derived from the Project to the Lender to secure the repayment of the Note and interest thereon; Bond Counsel: the firm of Briggs and Morgan, Professional Association, of St. Paul and Minneapolis, Minnesota, or any other firm of nationally recognized bond counsel, and any opinion of Bond Counsel shall be a written opinion signed by such Bond Counsel; Borrower: Hazelwood Properties, Inc., a Minnesota general partnership, its successors, assigns, and any surviving, resulting or transferee business entity which may assume its obligations under the Loan Agreement; City: the City of Maplewood, Minnesota, its successors and assigns; Construction Fund: the fund established by the City pursuant to the Resolution adopted August 9 authorizing the issuance of the Series B Note and into the Proceeds Accoun£ of the Construction Fund the proceeds of the Note and the Series B Note will be deposited; Construction Loan Agreement: the agreement to be executed by the City, the Borrower, the Tenant and the Lender, relating to the disbursement and payment of Project Costs for the acquisition, construction and installation of the Project; Ground Lease: the Lease of the Land between the Borrower as Lessor and the Tenant as lessee executed on as evidenced of record by a Short Form Lease filed _ Document No. Guarantors: Health Resources Inc. and St. John's Lutheran Hospital Association; Guaranty: collectively, the Guaranties of the Performance of the Leases to be executed by the Guarantors as of the date of this Agreement; Land: the real property and any other easements and rights described in Exhibit A attached to the Loan Agreement; Lender: First National Bank of Minneapolis, in Minneapolis, Minnesota, its successors and assigns; - 34 - 8/9 Loan Agreement: the agreement to be executed by the City and t e 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; Mort a e: the Combination Mortgage, Security Agreement and Fixture Financing Statement between the Borrower and the Tenant, as mortgagors, to the Lender, as mortgagee, securing payment of the Note and the Series B Note and interest thereon including any mortgage supplemental thereto entered into in accordance with the provisions thereof; Note: the $ Commercial Development Revenue Note of 1982, (Hazelwood Properties, Inc. Project) to be issued by the City pursuant to this Resolution; Note Register: the records kept by the City Clerk to provide for the registration of transfer of ownership of the Note; Pledge Agreement: the Pledge Agreement to be executed by the City and the Lender pleding and assigning the Loan Agreement to the Lender; Principal Balance: so much of the principal sum on the Note as remains —Si nod at any time; Project: the Land and Improvements as they may at any time exist; Project Costs: the total of all "Construction Costs" as that term is fined in the Loan Agreement; Re'sol'ution: this Resolution of the City adopted August 9, 1982, authorizing horizing the issuance of the Note, together with any supplement or amendment thereto; Series B Loan Agreement: the agreement to be executed by the City and the Tenant, providing for the issuance of the Series B Note and the loan of the proceeds thereof to the Tenant, including any amendments or supplements thereto made in accordance with its provisions; Series B Note: the $ -Commercial Development^ Revenue Note of 1982 (Maplewood Professional Building Limited Partnership Project) to be issued by the City pursuant to the Resolution); Series B Pledge Agreement: the agreement to be executed by the City and the Lender pledging and assigning the Series B Loan Agreement to the Lender; Tenant: Maplewood Professional Building Limited Partnership and its successors and assigns under the Ground Lease. - 35 - 8/9 All references in this instrument to designated "Articles," "Sections" and other subdivisions are to the desig- nated Articles, Sections and subdivisions of this resolution as originally adopted. The words "herein," "hereof" and "hereund- er" and other words of similar import refer to this Resolution as a whole not to any particular Article, Section or subdivis- ion. 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 acquisition of the Land 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 the execution of the Loan Agreement, the Pledge Agreement, the Note and the Construction Loan Agreement, which documents specify certain terms and conditions of the acquisition and financing the Project; (3) in authorizing the Project the City's purpose is, and in its judgment the effect thereof will be, to promote the pub- lic welfare by: the attraction, encouragement and development of economically sound industry and commerce so as to prevent, so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; the development of revenue - producing enterprises to use the available resources of the community, in order to retain the benefit of the commun- ity's existing investment in educational and public service facilities; helping to provide necessary health care facilities - (to the end that adequate health care services be made available to patients at reasonable costs), the halting of the movement of talented, educated personnel of all ages to other areas and thus preserving the economic and human resources needed as a base for providing governmental services and facil- ities; the provision of accessible employment opportunities for residents in the area; the expansion of an adequate tax base to finance the increase in the amount and cost of governmental services, including educational services for the school district serving the community in which the Project is situated; - 36 - g/9 (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 Note in the aggregate principal amount of $ 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 financing the Land; (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 consti- tute 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 are pledged for the payment of the Note or interest thereon; and (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. 1 -4. Authorization and Ratification of Project. is ARTICLE TWO NOTE 2 -1. Authorized Amount and Form of Note. The Note issued pursuant to this Resolution shall be in substantially the form set forth herein, with such appropri- ate 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 Note that may be outstanding hereunder is expressly limited to $ unless a duplicate Note is issued pursuant to Sec - tionn2 -6. The Note shall be in substantially the following form: - 37 - 8/9 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF MAPLEWOOD Commercial Development Revenue Note of 19Q2 (Hazelwood Properties, Inc. Project) FOR VALUE RECEIVED the CITY OF MAPLEWOOD# Ramsey County, Minnesota (the "City "), hereby promises to pay the First National Bank of Minneapolis (the "Lender "), its succes- . sors or registered assigns (the Lender and any such successor or registered assignee being also sometimes hereinafter referred to as the "Holder "), from the source and in the manner hereinafter provided, the principal sum of or so much DOLLARS ($ ) thereof as remains unpaid from time to time (the "Principal Balance "), with interest thereon at the rates specified in paragraphs 1(a) and 1(b) hereof (the "Tax Exempt Rates ") or at such higher rate as provided in paragraph 1(c) hereof (the "Taxable Rate "), in any coin or currency which at the time or times of payment is legal tender for the payment of public or private debts in the United States of America, in accordance with the terms hereinafter set forth. 1. (a) From and after the date hereof through and including , , interest only shall be paid at the rate of 8 per annum. Interest shall accrue from the date hereof and shall be payable on the first day of the calendar month next succeeding the date hereof and on the first day of each and every month thereafter through and including (b) Commencing on , and on the thereafter, first day of each calendar month the Principal Balance shall be amortized in equal consecutive monthly installments of principal and interest the amount of each of which is to be calculated on an assumed -year ar the rate amortization with interest from of % per annum and a final installment on August 1, 1992 (the "Final Maturity Date ") which shall be equal to the unpaid Principal Balance and accrued interest thereon. Any payment shall be applied first to accrued interest and thereafter to reduction of the Principal Balance. - 38 - 8/9 (c) (i) In the event that the interest on this Note shall become subject to federal income taxation pursuant to a Determination of Taxability (as hereinafter defined), the. interest rate on this Note shall be increased, retroactively effective from and after the Date of Taxability (as hereinafter defined) to A per annum (the "Taxable Rate ")F provided, howeveF, that in no event shall the Taxable Rate for any period be less than the Tax Exempt Rate otherwise in effect for the same period. The City shall immediately upon demand pay to the Holder and to each prior Holder affected by such Determination of Taxability an amount equal to the amount by which the interest accrued retroactively at such increased rate from the Date of Taxability to the date of payment exceeds the amount of interest actually accrued and paid to the Holder and any such prior Holder during said period. (Such obligation of the City shall survive the payment in full of the principal amount of this Note). Commencing on the first day of the month next following the date of payment of such additional interest and continuing on the first day of each month thereafter (unless the Holder shall accelerate the maturity of the Note pursuant to clause (ii) of this paragraph (c)), this Note shall be payable as follows: (A) if amortization of the Principal Balance had not theretofore commenced under paragraph (b) hereof, the monthly payments of interest only hereunder shall be increased to reflect the accrual of interest at the Taxable Rate and the monthly installments of principal and interest payable commencing with the , payment shall be recomputed on the basis of the Taxable Rate on an assumed year amortization; or (B) if amortization of the Principal Balance had theretofore commenced under paragraph (b) hereof, the monthly installments of principal and interest payable commencing with the next succeeding payment shall be recomputed on the basis of the Taxable Rate and amortization over the remaining portion of the original assumed amortization. (ii) Upon a Determination of Taxability, the Holder may declare the entire Principal Balance of this Note together with accrued interest thereon at such retroactively increased Taxable Rate to be immediately due and payable, plus the prepayment premium, calculated in accordance with paragraph 8 hereof. - 39 - 8/9 (iii) The Holder shall give notice, as soon as practicable, to the Borrower of any Notice of Taxability, as hereinafter defined, received by the Holder and permit the Borrower to contest, litigate or appeal the same at its sole expense. In the event any such contest, litigation-or appeal is undertaken, the increased interest provided in paragraph (b)(i) shall, nevertheless, be payable to the Holder and shall be held by the Holder in escrow (without paying interest thereon) pending final disposition of such contest, litigation or appeal, provided that the Borrower shall indemnify and hold harmless the Holder and each prior Holder from any and all penalties, interest or other liabilities which they may incur on account of such contest, litigation or appeal. (iv) The terms "Determination of Taxability," "Date of Taxability" and "Notice of Taxability" shall have the meanings ascribed to such terms in the Loan Agreement, dated the date hereof (the "Loan Agreement "), between the City and Hazelwood Properties, Inc. (the "Borrower "). 2. In any event, the payments hereunder shall be sufficient to pay all principal and interest due, as such principal and interest becomes due, and to pay any premium or penalty, at maturity, upon redemption, or otherwise. Interest shall be computed on the basis of a 360 day year, but charged for the actual number of days principal is unpaid. 3. Principal and interest and any premium due hereunder shall be payable at the principal office of the Lender, or at such other place as the Holder may designate in writing. 4. This Note is issued by the City to provide funds for a Project, as defined in Section 474.02, Subdivisions la, Minnesota Statutes, consisting of the acquisition of Land to be leased to Maplewood Professional Building Limited Partnership to construct thereon and equip a combination medical office facility and related health care facilities, pursuant to the Loan Agreement, and this Note is further issued pursuant to and in full compliance with the Constitution and laws of the StAte of Minnesota, particularly Chapter 474, Minnesota Statutes, and pursuant to a resolution of the City Council duly adopted on August 9, 1982 (the "Resolution "). 5. This Note and that certain $ Commercial Development Revenue Note of 1982 (Hazelwood Properties, Inc. Project) (the "Series B Note ") are secured by two Pledge Agreements of even date herewith by the City to the Lender (collectively, the "Pledge Agreements "), a Combination Mortgage, Security Agreement and Fixture Financing Statement, of even date herewith between the Borrower and Maplewood Professional Building Limited Partnership (the "Tenant ") under that certain Ground Lease between the Tenant and the Borrower, as lessor, as mortgagors, and the Lender as mortgagee (the "Mortgage ") by an Assignment of Rents and Leases, of even date herewith, from the Borrower to the Lender (the "Assignment of - 4o - 8/9 Rents and Leases ") and two Guaranties of Performance of Lease from Health Resources Inc. and St. John's Lutheran Association, respectively, to the Lender (the "Guaranty "). The proceeds of this Note shall be placed in the Proceeds Account of the Construction Fund established pursuant to the Resolution and the Construction Loan Agreement (hereinafter referred to) and disbursement of the proceeds of this Note from the Construction Fund is subject to the terms and conditions of a Construction Loan Agreement of even date herewith among the Lender, the City, the Tenant and the Borrower (the "Construction Loan Agreement "). 6. The Holder may extend the times of payments of interest and /or principal of or any penalty or premium due on this Note, including the date of the Final Maturity Date, to the extent permitted by law, without notice to or consent of any party liable hereon and without releasing any such party. However, in no event may the Final Maturity Date be extended beyond thirty (30) years from the date hereof. 7. The Borrower may prepay the Principal Balance in whole or in part in increments of $100,000 on the first day of any month upon at least 30 days advance written notice to the Holder (or such lesser period of notice as the Holder may approve) and upon payment of an amount equal to the principal amount being so prepaid, plus accrued interest hereon to the date of prepayment, plus the prepayment premium calculated in accordance with paragraph 8 hereof. This Note is also subject to mandatory prepayment in whole or in part pursuant to Section 2.1 of the Construction Loan Agreement in the amount of any sums remaining in the Proceeds Account of the Construction Fund at the Completion Date (as such terms are defined in the Construction Loan Agreement), in which event a prepayment premium shall also be payable in accordance with paragraph 8 hereof, and the time of such prepayment may not be extended pursuant to paragraph 6 hereof. Upon the occurrence of certain "Events of Default" under the Construction Loan Agreement and /or under the Mortgage, and as provided in paragraph 12 hereof, the Holder may declare the Principal Balance;and accrued interest on this Note to be immediately due and payable (any such action and any similar action pursuant to paragraph l(c)(ii) hereof being hereinafter referred to as an "acceleration" of this Note), in which event a prepayment premium shall also be payable in accordance with paragraph 8 hereof. Upon the occurrence of certain events of damage, destruction or condemnation, the Holder may, as provided in the Mortgage, apply the net proceeds of any insurance or condem- nation award to the prepayment, in whole or in part,' of the Principal Balance in which event a prepayment premium may be payable in accordance with paragraph 8 hereof. - 41 - 8/9 8. If at the time of any prepayment or acceleration of this Note, the yield on U.S. Treasury securities (as published by the Federal Reserve Bank of New York) having a maturity date closest to the Final Maturity Date (the "Government Yield "), as determined by the Holder as of the date of prepayment or acceleration, is less than Borrower shall pay a premium calculated as follows: (a) the amount of principal so prepaid shall be multiplied by (i) the amount by which 8 exceeds the Government Yield as of the date of prepayment or acceleration, times (ii) a fraction, the numerator of which is the number of days remaining to the Final Maturity Date and the denominator of which is 360, (b) the resulting product shall then be divided by the number of whole months then remaining to the Final. Maturity Date yielding a quotient (the "Quotient "), (c) the amount of the prepayment premium payable under this paragraph shall be the present value on the date of prepayment or acceleration (using the Government Yield as of the date of prepayment or acceleration as the discount factor) of a stream of equal monthly payments in number equal to the number of whole months remaining to the Final Maturity Date, with the amount of each such hypothetical monthly payment equal to the Quotient and with the first payment payable on the date of prepayment or acceleration notwithstanding the foregoing, no such prepayment premium shall be payable with respect to a prepayment made at the option of the Holder pursuant to Article Five of the Mortgage or Section 5.02 of the Loan Agreement unless an Event of Default had occurred under the Loan Agreement or the Mortgage and remains uncured at the time such prepayment is made. 9. The payments due under paragraph 1 hereof shall continue to be due and payable in full until the entire Principal Balance and accrued interest due on this Note have been paid regardless of any partial prepayment made hereunder. 10. As provided in the Resolution and subject to certain limitations set forth therein, this Note is transfer- able upon the books of the City at the office of the City Manager by the Holder in person or by his agent duly, authorized in writing, at the Holder's expense, upon surrender hereof together with a written instrument of transfer satisfactory to the City Clerk duly executed by the Holder or his duly authorized agent. Upon such transfer the City Clerk will note the date of registration and the name and address of the new registered Holder in the registration blank appearing below. The City may deem and treat the person in whose name the Note is last registered upon the books of the City 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 the account of the Principal Balance, redemption price or interest and for all other purposes, and all such payments so made to the Holder or upon his order shall be valid and effective to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid, and the City shall not be affected by any notice to the contrary. - 42 - 8/9 11. This Note and interest hereon and any premium due hereunder are payable solely from the revenues and proceeds under the Loan Agreement pledged to the payment thereof pursuant to the Pledge Agreements, except as the same may otherwise be payable in accordance with, the Mortgage, the Guaranty and the Assignment of Rents and Leases, and do not constitute a debt of the City within the meaning of any constitutional or statutory limitation, are not payable from or a charge upon any funds other than the revenues and proceeds pledged to the payment thereof, and.do not give rise to a pecuniary liability of the City or, to the extent permitted by law, of any of its officers, agents or employees, and no holder of this Note shall ever have the right to compel any exercise of the taxing power of the City to pay this Note or the interest thereon, or to enforce payment thereof against any property of the City, and'•this Note does not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, and the agreement of the City to perform or cause the performance of the covenants and other provisions herein referred to shall be subject at all times to the availability of revenues or other funds furnished for such purpose in accordance with the Loan Agreement, sufficient to pay all costs of such performance or the enforcement thereof. 12. It is.agreed that time is of the essence of this Note. If the City defaults in the payment when due of any installment of principal or interest or any premium or penalty due hereunder or the Series B Note and if said default shall have continued for a period of five (5) days, or if an Event of Default shall occur as set forth in the Mortgage, the Construction Loan Agreement or the Loan Agreement, then the Holder shall have the right and option to declare the Principal Balance, and accrued interest thereon, together with the premium specified in paragraph 8 hereof, immediately due and payable but solely from the sources specified in paragraph 11 hereof. Failure to exercise such option at any time shall not constitute a waiver of the right to exercise the same at any subsequent time. 13. The remedies of the Holder, as provided herein and in the Mortgage, the Assignment of Rents and Leases, the Guaranty, the Loan Agreement and the Construction Loan Agreement, are not exclusive and shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Holder, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. 14. The Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the Holder, and then only to the extent specifically set' forth 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. - 43 - 8/9 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 City has caused this Note to be duly executed in its name by the manual s- ignatures of the Mayor, City Clerk, and has caused the corporate seal to be affixed hereto, and has caused this Note to be dated , 1982. CITY OFMAPLEWOOD, MINNESOTA /s/ John C. Greavu Mayor ATTEST: /s/ Lucille E. Aurelius _ City Clerk (SEAL) Seconded by Councilmember Juker. Ayes - all. AWARD OF BIDS None. H. UNFINISHED BUSINESS_ None. I. VISITOR PRESENTATIONS None. J. NEW BUSINESS 1. Code Amendment - House Moving Tabled to later on the Agenda. 2. Special Exception: Beam and Highway 61 a. Manager Evans presented the staff report. b. Commissioner Bill Howard presented the following Planning Commission recommend- ation: "Commissioner Fischer moved the Planning Commission recommend the City Council approve the special exception permit for the operation of a used car lot at the northwest corner of Beam Avenue and Highway 61, subject to: 1. The requirements of Section 805 of City Code, pertaining to issuance and renewal - 44 - 8/9 of licenses for the operation of used car lots. License issuance and renewal shall be subject to any conditions to be imposed under the Community Design Review Board Ordinance. If a license has not been obtained within six months, special exception permit approval shall- be null and void unless extended by the City Council. 2. Special exception permit approval is subject to renewal one year following license approval. 3. No development occur on the 100 by 100 foot area in the northwest corner of the site without prior approval of the City Council. 4. Dedication of a ten —foot wide storm sewer easement along the western boundary of the property. 5. Payment of a deferred water assessment of $782.95 plus interest for Project #75 -16. 6. Before an occupancy permit will be issued, an off — street twelve —foot wide trail easement shall be dedicated if State Highway right —of —way cannot be used, and an eight —foot wide asphalt trail shall be constructed, subject to the approval of the Director of Community Services, along the easterly frontage of this property. Commissioner Ellefson seconded. Voting on the motion: Ayes — Commissioners Barrett, Ellefson, Fischer, Howard, Kishel, Prew, Sletten, Whitcomb" C. Mr. Tim Geck, attorney representing Fred and Frank Macalus, spoke on behalf of the proposal. d. Councilmember Bastian moved to approve the special exception permit for the operation of a used car lot at the northwest corner of Beam Avenue and Highway E as .requested by Fred and Frank Macalus subject to the following conditions: 1. The requirements of Section 805 of City Code, pertaining.to issuance and renewal of licenses for the operation of used car lots. License insurance and renewal shall be subject to any conditions to be imposed under the Community Design Review Board Ordinance. If a license has not been obtained within six months, special exception permit approval shall be null and void unless extended by the City Council. 2. Special exception permit approval is subject to renewal one year following license approval. 3. Dedication of a ten —foot wide storm sewer easement along the western boundary of the property. 4. Payment of a deferred water assessment of $782.95 plus interest for Project #75 -16. 5. The 100 foot x 100 foot area in the northwest corner shall not be developed. 6. The Community Design Review Board is to use the Sparkle Auto conditions as a guide line for use with this application. — 45 — 8/9 7. Owner and occupant shall agree to above conditions in writing. Seconded by Mayor Greavu. Ayes — Mayor Greavu, Councilmembers Bastian and Maida. Nays — Councilmembers Anderson and Juker. F. PUBLIC HEARINGS (continued) 3. Code Amendment — Home Occupation 7:30 P.M. a. Mayor Greavu convened the meeting for a public hearing on amendment to the zoning code to define a home Occupation, establish home occupation operational requirements and provide for annual renewal by license. The Clerk stated the hearing notice was in order and noted the dates of publication. b. Manager Evans presented the staff report. C. Commissioner Bill Howard presented the following Planning Commission recommendation: "Commissioner Kishel moved the Planning Commission recommend that the City Council adopt the zoning code amendment which 1. Defines home occupation 2. Establishes home occupation operational requirements 3. Retains the special exception as the vehicle for approval Also, adopt the code amendment which authorizes staff to annually renew home occupat- ions by license.. Authorize staff to reinstate a $30.00 fee for home occupation applications. Commissioner Fischer seconded d. Mayor Greavu called for proponents Ayes — Commissioners Axdahl, Barrett, Fischer, Hejny, Howard, Kishel, Pellish, Prew, Whitcomb." None were heard. e. Mayor Greavu called for opponents. None were heard. f. Mayor Greavu closed the public hearing. g. CouncilmemberJuker moved first reading of a zoning code amendment as revised` which: 1. Defines home occupation 2. Establishes home occupation operational requirements 3. Retains the special exception as the vehicle for approval. ed a code amendment which authorizes staff to annually (in January) renew home ations by license, including all previously approved requests and moved to rize staff to reinstate a $30.00 fee for home occupation applications. Seconded by Councilmember Bastian. Ayes — all. — 46 — 8/9 4. Kennel License — 366 Lark Avenue 7:45 P.M. a. Mayor Greavu convened the meeting for a public hearing regarding the request of Richard Lang, 366 Lark Avenue, _for ,a kennel license - to_house three (3) dogs (1 police department German Shephard, 2 house pets). The Clerk stated the hearing notice was in order and noted the dates of publication. b. Manager Evans stated Mr. Lang is one of the City's Police Department Canine Officers. He currently has the police dog at his home plus a family pet. He proposes to obtain a pup to train to become a future pot -ice dog. Since that would be a third dog on the premises, he was advised to obtain a kennel license. Investigation by the animal control officer indicates no reason that a license can not be granted. It is recommended that the license be granted and the fee for this license be waived.. C. Mr. Richard Lang, 366 Lark Avenue, the applicant, spoke on behalf of the proposal. d. Mayor Greavu called for proponents. None were heard. e. Mayor Greavu called for opponents. None were heard. I. Mayor Greavu closed the public hearing. g. Councilmember Anderson moved to approve the request of Mr. Richard Lang, 366 Lark Avenue for a small kennel license to house three (3) dogs (one police depar dog) and to waive the fee. Seconded by Councilmember Bastian. Ayes — all. 5. Variance: 2588 Stillwater Road 8:00 P.M. a. Mayor Greavu convened the meeting for a public hearing regarding the request of Dennis Joseph, 2588 Stillwater Road, for a variance to locate a pool in a front yard setback area. The Clerk stated the hearing notice was found to be in order and noted the dates of publication. b. Manager Evans presented the staff report. C. Commissioner Bill Howard presented the following Planning Commission recommendation: "Commissioner Kishel moved that the Planning Commission recommend to the City Council the approval of the swimming pool setback variance for Dennis Josephs of 2588 Still- water Road, on the basis that: 1. The proposed pool would not hinder drivers' visibility at the intersection. 2. Strict enforcement of the Code would cause undue hardship because there is no other feasible location for the pool due to trees or a high water table. 3. The intent of the Code would be satisfied since there would not be any neighbor - ing homes with a clear view of the pool. Commissioner Sletten seconded. Ayes — Commissioners Barrett, Ellefson, Fischer, Howard, Kishel, Prew, Sletten, Whitcomb." d. Councilmember Anderson moved to table this item until the next Council meeting as the applicant is not in attendance at the meeting. — 47 — 8/9 Seconded by Councilmember Juker. Ayes — all. e. Mrs. Vern Samuelson, owns property to the east of the Joseph's, asked questions about the proposal. J. NEW BUSINESS (continued) 1. Code Amendment — House Moving a. Manager Evans presented the staff report. b. Mr. Floyd Nelson, 3017 No. Chippewa Court, stated he and his neighbors support the proposed regulations. C. Mr. Herman Johnson stated he hopes the moratorium on house moving is lifted as he wishes to move a house onto property on Southlawn Drive. d. Councilmember Bastian moved first reading of an ordinance regulating the moving of houses and ag rages in the City of Maplewood as amended. Seconded by Councilmember Anderson. Ayes — all. 3. H.R.A. - Housing Program a. Manager Evans presented the staff report with the following recommendations: 1. Request that the developers of sites three, four, six and seven submit prelim- . inary site plans and project narratives prior to August 27. 2. Authorize staff to secure letter of understanding, with the firm of Holmes and Graven, effective September 14, to serve as bond cousel for the -HRA's housing proposal, subject to Council ratification on September 13. 3. Authorize staff to secure a letter of understanding, effective September 14, for: a) the firm of Juran and Moody, to serve as bond underwriter and financial adviser for the HRA's housing proposal, and b) the firm of Miller and Schroeder to serve as bond underwriter and Juran and Moody as financial adviser, subject to Juran and Moody's fee being paid by the chosen developer. Council would ratify one of these agreements on September 13. 4. Authorize a budget change of up to $4,000 to prepare the application for tax — exempt bonding authority, subject to repayment if the application is approved. This expenditure shall be funded by the $4,000 to be reimbursed for the feasibil- ity study. b. Mr. Stanley Kehl, attorney, and Andrew Merry, Juran and Moody, explained the specifics of the proposal. c. Councilmember Bastian moved to approve recommendation No. 1 to approve sites three, four and six. Seconded by Councilmember Anderson. Ayes — all. — 48 — 8/9 d. Councilmember - Bastianmoved to approve recommendation No. 2 to authorize staff to secure a letter of understanding, with the firm of Holmes and Graven, effective September 14, to serve as bond counsel for the HRA's housing proposal, subject to Council ratification on September 13.. s Seconded by Councilmember Anderson. Ayes - all. e. Councilmember Bastian moved to approve recommendation No. 3 and 4 and authorize staff to secure a letter of understanding, effective September 14, for a) the firm of Juran and Moody, to serve as bond underwriter and financial adviser for the HRA's housing proposal, and b) the firm of Miller and Schroeder to serve as bond underwrit and Juran and Moody as financial adviser, subject to Juran and Moody's fee being - paid by the chosen developer. Authorize a budget change of up to $4,000 to prepare the application for tax - exempt bonding authority, subject to repayment if the appli- s expenditure itv studv. 000 to Seconded by Councilmember Anderson. Ayes - all. 4. Adoption of Codification a. Manager Evans presented the staff report. b. Councilmember Bastian moved first reading of an ordinance to adopt the codification. Seconded by Councilmember Maida. Ayes - all. C. Councilmember Bastian moved to waive the Rules of Procedures and hear second reading of the ordinance to adopt the codification. Seconded by Councilmember Juker. Ayes - all. d. Councilmember Bastian introduced the following ordinance and moved its adoption: ORDINANCE NO. 519 AN ORDINANCE ADOPTING AND ENACTING A NEW CODE FOR THE CITY OF MAPLEWOOD, MINNESOTA; ESTABLISHING THE SAME; PROVIDING FOR THE REPEAL OF CERTAIN ORDINANCES NOT INCLUDED THEREIN; PROVIDING FOR THE MANNER OF AMENDING AND SUPPLEMENTING SUCH CODE; AND PROVIDING WHEN SUCH CODE AND THIS ORDINANCE SHALL BECOME EFFECTIVE THE COUNCIL OF THE CITY OF MAPLEWOOD, -DOES HEREBY ORDAIN AS FOLLOWS: Section 1.. That the Code of Ordinances, consisting of Chapters 1 to 36, each inclusive, is hereby adopted and enacted as "The Code of Ordinances, City of Maple- wood, Minnesota," which Code shall supersede all general and permanent ordinances of the City adopted on or before February 5, 1981, to the extent provided in section 2 hereof.. Section 2. That all provisions of such Code shall be in full force and effect from and after August 9, 1982, and all ordinances of a general and permanent nature of the City of Maplewood, adopted on final passage on or before February 5, 1981; and not included in such Code or recognized and continued in force by reference therein, are hereby repealed from and after the effective date of such Code. - 49 - 8/9 Section 3. That the repeal provided for in section 2 hereof shall not be construed to revive any ordinance or part thereof that has been repealed by a subsequent ord- inance which is repealed by this ordinance. Section 4. That any person convicted of violation of such Code shall be pun- ished by as prescribed in section 1 -18 thereof, or as provided in any other applicable section of such Code. Section 5. That any and all additions and amendments to such Code, when passed in such form as to indicate the intention of the Council to make the same a part of such Code, shall be deemed to be incorporated in such Code, so that reference to such Code shall be understood and intended to include such additions and amendments. Section 6. That in case of the amendment of any section of such Code for which a penalty is not provided, the general penalty, as provided in section 4 of this ordinance and in section 1 -18 of such Code shall apply to the section as amended, or in case such amendment contains provisions for which a penalty, other than the aforementioned general penalty, is provided in another section in the same chapter, the penalty so provided in such other section shall be held to relate to the section so amended, unlesssuch'penalty is specifically repealed therein. Section 7. Any ordinance adopted after February. 5, 1981, which amends or refers to ordinances which have been codified in such Code, shall be construed as if they amend or refer to like provisions of such Code. Section 8. All ordinances or parts of ordinances in conflict herewith are, to the extent of such conflict, hereby repealed. Section 9. This ordinance and the Code adopted hereby, shall become effective after passage and publication. Seconded by Councilmember Anderson. Ayes - all. 5. On Sale Intoxicating Liquor License a. Manager Evans presented the staff report. b. Councilmember Joker moved to place on the ballot of the nextjeneral election the following question: "Shall the City Council be allowed to issue On Sale Licenses for the sale of intoxi- cating liquor at retail in excess of the number now permitted by law ?" Seconded by Councilmember Anderson. Ayes - all. Councilmember Juker withdrew her motion. Councilmember Anderson withdrew his second. C. Mayor Greavu moved to place the following question on the ballot for the general election to be held November 2. 1982: "Shall the City Council of Maplewood, Minnesota be allowed to issue seven (7) On- Sale Licenses for the sale of intoxicating liquor at retail in addition to the number now permitted by Law ?" Seconded by Councilmember Anderson. Ayes — Mayor Greavu, Councilmembers Anderson, Bastian and Maida. - 50 - 8/9 Nays — Councilmember Juker. 6. Council Procedures a. Manager Evans stated that at the meeting of July 26, Council indicated they wished to revise the agenda to have Visitor Presentation later on the agenda. b. Councilmember Bastian moved to place Visitor Presentation after New Business. Seconded by Mayor Greavu. Ayes — all. 7. Maplewood Disaster Plan a. Manager Evans presented the staff report. b. Councilmember Anderson moved to accept the Emergency Action Plan as prepared by the Director of Emergency Preparedness. Seconded by Councilmember Anderson. Ayes — all. K. COUNCIL PRESENTATIONS 1. Plan Review Authority a. Councilmember Juker questioned if the Council should not be more involved in the building and site plan reviews. b. No action taken. Councilmember Juker will compile a recommendation of what building and site plans the Council should become involved. 2. East Community Family Services a. Councilmember Juker stated the East Community Family Services had received less money from the City this year and was low on funds. It was suggested a letter be sent to Maplewood churches asking for donations to the organization. 3. Shirts/Bumper Stickers a. Councilmember Juker suggested T- shirts with the Maplewood Maple Leaf and Bumper Stickers be sold year around to help advertise the City. b. Councilmember Bastian Seconded by Mayor Greavu. Ayes — Mayor Greavu and Coumncilmember Bastian Nays - Councilmembers Anderson, Juker and Maida. c. Staff stated an article should be placed in the Maplewood in Motion to see if there is an interest in a committee to look into the possibility of the City selling such items year around. 4. Park Dance /Dinner a. Councilmember Juker reported on the arrangements for the park dance to be held on Saturday, August 14, 1982 and questioned what progress was being made with the _51- 8/9 Past Mayor and Councilmen Dinner on Sunday, August 15, 1982. b. It was stated the plans for the dinner on Sunday are completed. 5. Plaza - 3000 a. Councilmember Bastian stated that the conditions of the PUD for the Maplewood Plaza have not been met as yet. Is there anything that can be done? b. Staff will investigate. 6. Meeting Moratorium a. Councilmember Bastian reported on the League of Minnesota Cities meeting that is scheduled for August 10, 1982. If there is anything the Council wishes to have discussed let him know. He reported on the AMM meeting held on August 5, 1982. b. Councilmember Bastian stated the North Suburban Chamber of Commerce Annual Picnic will be held August 19, 1982 and there will be a meeting regarding the proposed race that will be held August 16, 1982. L. COUNCIL PRESENTATIONS 1. Park and Recreation Department - Resignation a. Manager Evans stated the City had received a letter from Marvin Mahre indicating he was resigning from the Park and Recreation Commission. b. Councilmember Anderson moved to accept the regrets and forward a letter of thanks. Seconded by Mayor Greavu. Ayes - all. 2. Police Department ation of Marvin M a. Manager Evans stated Lt. Dennis Cusick will be leaving September 1, 1982 and requests permission to ask the Civil Service Commission to provide a list for the lieutenants'position. b. Councilmember Anderson moved to authorize the Manager to proceed with the hiring of a replacement for Lt. Cusick. Seconded by Councilmember Anderson. C. Councilmember Bastian moved to gency Fund to proceed with the hir Seconded by Councilmember Anderson A,,LOURNMENT _ 10:45 P.M. Ayes - all. rove a Ducget transfer of $5,000 from of a lieutenant and a Director of Pub Ayes - Councilmembers Anderson, Bastian, Juker and Maida Nays - Mayor Greavu. �Ec i t Cty Clerk - 52 - 8/9