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81-6442RRESOLU'1'lUN NU. n~4L RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF r $1,125,000 COMMERCIAL DEVELOPMENT REVENUE BOND (LYNDALE GARDEN CENTER PROJECT) SERIES 1981, PURSUANT TO MINNESOTA STATUTES, CHAPTER 474 WHEREAS, the. City of Richfield (the "City") is authorized by the Minnesota Municipal Industrial. Development- Act, as amended, (the "Act") to issue its revenue bonds and... to make secured or unsecured loans to finance the acquisition of real property and the acquisition or construction of buildings and improvements on such real property and the installation of machinery and equipment of any and all kinds and any other personal properties deemed necessary in connection with a project, as defined in the Act; and WHEREAS, the City has made the necessary arrangements with: Burton Rutman; Belle Rutman; Palburt Realty.Co., a general partnership organized under the laws, of the State of Minnesota; Burton Rutman as Trustee of the Miriam Siegel, Michael Siegel and .Evan Siegel Trust (collectively the "Obligors"), for the construction of a project consisting of the acquisition of and improvement of land in the City and the construction and equipping thereon of a new facility to be leased. by Obligors to Lyndale Fruit and Vegetable Market, Inc. (the "Tenant") for use in the Tenant's. business of the .retail sale of agricultural and horticultural products, equipment and accessories and .such other products not inconsistent therewith, (the "Project"), and which will be of the character contemplated by and will in the judg- ment of the Council accomplish the purposes provided by the Act and assist the City and its Housing and Redevelopment Authority in reaching redevelopment goals for the Lyndale-Hub-Nicollet Redevelop- ment Project Area; and WHEREAS, it has been determined that a bond in the principal amount of $1,125,.000 in the form of a mortgage note should be issued, sold and delivered by the City to provide proceeds for a loan to be made to the Obligors to pay a part or all of the cost of the Project; and NOW, THEREFORE, BE IT RESOLVED By the City Council of the City of Richfield, Minnesota, as follows: ARTICLE ONE DEFINITION, EXHIBITS AND GENERAL PROVISIONS Section 1-1. Definitions. In this Resolution the following terms have the following respective meanings unless the context hereof clearly requires otherwise: Act: the Minnesota Municipal Industrial Development Act, Minne- sota Statutes, Chapter 474, as amended; Assignment: means the Assignment of Rents and Leases dated as of May 1, 1981 from Obligors to Bank. 25 b i Bond:. The Commercial Development Revenue Bond (Lyndale Garden Center Project) Series 1981, in the aggregate principal amount of $1,125,000 to be .issued by the City pursuant to this Resolution. Bond Register: the r gister maintained by the City pursuant to ( Section 2-13 hereof; ~. ~ Code: the Internal Revenue Code of 1954, as amended; '~ Cost: the sum of the Project Costs enumerated in Section 4.04 of the Loan Agreement;. Guaranty: the guaranty, dated as of May 1, 1981, by which the Tenant and one of the Oblig~~ors guarantee payment of principal. of and interest on the Bond. i Holder: when used with respect. to the Bond, .the Registered. Holder thereof; Lease: the lease, dat',ed as of , 1981, between Obligors and Tenant, covering the Pro',ject. Loan Agreement: the' Loan And Bond Purchase Agreement dated as of May 1, 1981 between the'I City, the Bank and the .Obligors and any amendments or supplements thereto. Mortgage: that certain Combination Mortgage,, Security Agreement and Fixture Financing Statement by the Obligors to the Bank dated as of May 1, 1981; Payment Date: a date. on which. an installment. of interest or of principal and interest is due on the Bond; . Pledge Agreement: the'~Pledge Agreement, dated as of May 1,.1981, by which the City assigns to Bank certain of its rights under the Loan Agreement as security for the Bond; I Purchaser: Richfield ',Bank & Trust Co., Richfield, Minnesota, (sometimes referred to as "the Bank"); I Resolution: this Resolution, including any amendment thereto; sometimes referred to as "the Bond Resolution". Tenant: Lyndale Fruit and Vegetable Market, Inc., a Minnesota Corporation, its successors '',and assigns. Section 1-2. Rules of',Interpretation. (1) This Resolution shall be interpreted in accordance with and governed by the laws of thelState of Minnesota. (2) The words "herein'I' and "hereof" and "hereunder" and words: of similar import, without reference to any particular section or subdi- vision., refer to this Resolution as a whole rather than to any partic- ular section or subdivision~,hereof. (3) References in .this. Resolution to -any particular article, section or subdivision hereof are to the designated article, section or subdivision of this Resolution as originally adopted. 'I II .(4) Any terms not defined herein but defined in .the Loan Agree- ~. mentor .the Mortgage shall have the same meaning herein unless the context hereof requires otherwise. (5) The headings of articles and-sections hereof are for con- ; venience only and are not a part of this Resolution. (6) Unless the context hereof clearly requires otherwise, the singular shall include the plural and vice versa and the masculine shall include the feminine and vice versa. ARTICLE TWO APPROVAL OF DOCUMENTS: GENERAL PROVISIONS RELATING TO THE BOND Section 2-1. Authorization. The City is authorized by the Act to issue revenue bonds and loan the proceeds thereof to revenue- producing enterprises to finance the acquisition and construction of "projects" as defined in the Act, and to make all contracts, execute all instruments, and do all things necessary or convenient in the exercise of such authority. Section 2-2. Preliminary City Approval: Approval by Commissioner of Securities. By Resolution No. 6189 A duly adopted by this Council on December 27, 1979 this. Council. gave preliminary approval to the sale of revenue bonds and the loan of proceeds to the Obligors for the construction. of the Project, and authorized the preparation of such ,- documents as may be appropriate to the Project and the issuance and sale of the Bond. The Commissioner of Securities of the State of Minnesota approved the Project on January 19, 1981. In Resolution No. 6189 A the Council approved the execution of a Memorandum of Agreement ("Agreement"), dated December 27, 1979, which provided, among other things, for termination of the Agreement if revenue bonds to finance the Project were not issued and sold within 12 months thereof, unless such time were. extended by mutual agreement of the parties. It is hereby found and determined that it-is desirable that the term of the Agreement be extended to permit the issuance of the Bond. All actions of the Officers., Agents and Employees of the City in the preparation of documents, filing of documents, with appropriate state offices, and related matters in connection with the Project and the Bond are rati- fied and confirmed. Section 2-3. Approval of Documents. Pursuant to the above approvals,, there have been prepared and presented to this Council copies of the following documents, all of which are now, or shall be placed on file in the office of the City Clerk, and which are approved substantially in the form presented, subject to such modifications as are acceptable to the parties and the City Attorney: (a) the Loan Agreement; (b) the Pledge Agreement; ~~` (c) the Mortgage (notto be executed by the City); (d) the Lease (not to be executed by the City); (e) the Disbursing .Agreement (not to be executed by City); (f) the Guaranty (not to be executed by the City). (g) a City financing statement as to the Loan Agreement. (h) the Assignment Section 2-4. Form issued substantially in tl with such appropriate vas permitted or required by t further provisions of th principal amount of the B limited to $1,125,000. t to be executed by the City). .d Authorized Amount. The Bond .shall be >_ form set forth in Article Three hereof .ations, omissions and insertions as are .is Resolution, and in accordance with the s Article. and Article Three. The total nd to be delivered hereunder is expressly Section 2-5. Execution. The Bond may be in typewritten form and shall be executed on behal!If of the City by the manual signatures of the Mayor and City: Manager and shall have the official seal of the City affixed or imprinted ',thereon. In case any officer whose sig- nature appears on the Bond,shall cease to be such officer before the delivery of the Bond, such',signature shall nevertheless be valid and sufficient for all purposes, the. same as if he had remained in office until delivery. ', Section 2-6. -Mutilated, Lost and Destroyed Bond. In case the Bond shall become mutilated or be destroyed or lost, the City shall., if not then prohibited by law, cause to be executed and delivered, a new Bond of like amount, n''umber, maturity date and tenor in exchange and substitution for and upon cancellation of such mutilated Bond or in lieu of and in substitu~.ion for such Bond destroyed or lost, upon. the Holder's paying the reasonable expenses and charges of the City in connection therewith, and,'~,in case of a Bond destroyed or lost, his filing with the City evidence. of such loss or destruction satisfactory to it together with the indemnity required by Section 475.70 of the Act. `If the mutilated, destroyed or lost Bond has already matured or been called for redemption '', in accordance with its terms it shall not be necessary to issue a new,Bond prior to payment. ~_ Section 2-7. Optional Redemption. Until and including the third anniversary of the elate of the Bond, the Bond is subject to redemption and prepayment,lin whole but not in part, at the option of the Obligors on any Payment Date at a price of the Principal Balance outstanding plus accrued interest to date of prepayment and a premium of 1% of the Principal Balance outstanding; thereafter, the Bond is subject to redemption and prepayment, in whole but not in part, at a price of the Principal Balance outstanding plus accrued interest to date of prepayment. The Bond is also subject to redemption and pre- payment in whole but not in',part, at the option of the Obligors in the. case of certain events of !, damage, destruction or taking by govern- mental authority as provided in Section 6.10 of the. Loan Agreement. Section 2-8. Notice: Redemption. Notice of redemption shall be given by first class mail, postage prepaid, mailed by the Obligor not less than 30 days prior to the redemption date, to the Registered Holder of the Bond at the last address appearing on the Bond Register. Section 2-9. .Partial Redemption of a Bond. The principal amount of the Bond to be called for redemption pursuant. to Section 2-7 hereof shall be in an integral multiple of $5,000 and shall be applied in reduction of the principal amount of the Bond redeemed. in inverse order of Payment Dates. Upon. such redemption the Bond may, upon the written request of the Holder accompanied by a certificate of the .Obligors} Representative that such redemption and prepayment has been made, be surrendered to the City which.. shall forthwith execute and deliver to the Holder thereof,. without charge, a .new Bond in the aggregate principal amount equal to the unredeemed portion of the Bond so surrendered. In case the entire principal amount of the Bond is redeemed and prepaid, the Bond shall be surrendered to the City for cancellation and shall not be reissued, and no new. Bond shall be issued in lieu of the prepaid principal amount of the Bond. Section 2-10. Exchange. of Bonds. Subject to .the provisions of Section 2-13, the registered Holder of the Bond, may request the City to issue new bonds in exchange for the outstanding principal amount of the Bond in multiples of $1,000. Such request shall be made in writ- ing to the City at fifteen days in advance of the date of exchange, which date shall be a Payment Date and upon surrender of the Bond to be exchanged at the office of the City Clerk in Richfield, Minnesota. The Holder requesting such exchange shall bear all expenses in connec- tion .with such exchange. The new bonds shall bear interest at the same rate as the Bond to be exchanged and shall be in an aggregate principal amount equal to the then unpaid principal amount of such Bond, maturing serially and annually in the same amount, and on the same dates as the unpaid installments of principal of the Bond and shall be in such form, and with necessary modifications thereto as shall be approved by the City attorney and bond counsel to the City. Section 2-11. Cancellation. When the Bond has bee paid in full, it shall be reissued. The Holder shall Bond or a certificate of a fying as to the destruction cancelled by the City and deliver to the City either responsible officer of the thereof. n redeemed and shall not be the cancelled Holder certi- Section 2-12. Registration: Securities Act. The Bond has not been registered under the Securities Act of 1933, as amended or any state securities laws for initial distribution, and the Bond has been sold initially only to the Bank pursuant to its investment represen- tation. Section 2-13. Registration Of Transfer. The City will cause to be .kept at the office of the City Clerk a Bond Register in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of transfers of ownership of the Bond. The Bond shall be transferable only upon the Bond Register by the then Registered Holder thereof in person or by its attorney duly authorized in writing, upcln surrender of the Bond together with a written instrument of transfer satisfactory to the Clerk and the Ci y ~:~ Attorney, duly executed by the Registered Holder or its. duly author- ized attorney. Upon such transfer the City shall note the date of registration and the name and address of the new registered owner in the Bond Register and in th~ registration blank appearing on the Bond.. Alternativelg, the City shall, at the request and expense of the registered Holder issue a new Bond, in aggrega e outstanding principal amount equal to that of the bond surrendered, and of like tenor except. as to principal amount, and registered in the name of the registered Holder or such transferee, as maybe designated by the registered Holder. The City may deem and treat the person in whose name the Bond is last registered in .the Bond Register and by notation on the~Bond as the absolute owner thereofl, whether or not the principal balance or any part thereof is overdue, for the purpose of receiving payment of or on account of the principal balance, redemption price or interest and for alI other purposes.' The Bond shall be initially registered in the name of the Bank. ~:: Section 2-14. Cessation and Continuation of Interest. Interest on the Bond shall cease onl, its payment in full. If he Bond is not presented for payment when~'~,, due and. funds sufficient to pay the Bond shall have been paid to the Holder, (i) all liability of .the City for payment of the Bond shall forthwith cease and (ii)' the Holdex of the Bond shall. thereafter have) no rights with respect thereof except to receive payment therefor. ', CLE THREE AUTHORIZATION'AND SALE.: TERMS AND CONDITIONS OF THE BOND Section 3-1. Approval', of Terms. The City shall forthwith issue and sell the Bond to the Bank in the principal amount of $1,125.,000, and dated as of date of delivery. The Bond shall be-in substantially the form set forth hereto in Exhibit,A which terms and provisions are hereby approved and incorporated herein. Principal and interest shall be payable at Richfield Bank and Trust. Co., Richfield, Minnesota. Section 3-2. Sale of the Bond at a price of par Agreement is hereby found to the Loan Agreement. the B the Bond in installments in authorized principal amount to pay Project Costs all as ment and in this Resolution Bond. The offer of the. Bank to purchase in accordance with the terms of the Loan o be reasonable and is accepted. Pursuant nk has agreed to pay the purchase price of the form of Advances to the City up to the of the Bond to be loaned to the Obligors provided in Article III of the Loan Agree- Section 3-3. Delivery of .the Bond. The Bond shall be delivered to the Bank upon payment o'f all or part of the purchase price on the ~.: day of Closing as defined ''~,in the Loan Agreement, and upon compliance with all conditions of Section 3.06 of the Loan Agreement relating to closing and delivery.. ARTICLE FOUR APPROVALS AND AUTHORIZATION: LIMITATIONS OF CITY OBLIGATION Section 4-1. Authorization: Authentication of Transcript. Upon the execution of the documents approved. in Article Two hereof, the Mayor, and City Manager are authorized and directed to execute the Bond on behalf of the City. and to deliver it to the Bank, and to execute such other certifications, documents or instructions as may be required by the Loan Agreement, or as bond counsel or .counsel for. the Bank shall reasonably require, subject to the approval of the City Attorney, and all such certifications, recitals, and affidavits, including any heretofore furnished, shall constitute representation of the City as to the truth of all statements contained therein. Upon delivery of the Bond, the proceeds thereof shall be disbursed to the Obligors pursuant to the Loan Agreement. Execution of any instrument or document by`one or more appropriate officers of .the City shall constitute, and shall be deemed the conclusive evidence of, the appro- val and authorization by the City and the Council of the instrument or document so executed. In the event of the absence or disability of the Mayor or City Clerk, such officers of the City as, in the opinion of the City Attorney, may act in their behalf, shall without further. act or authorization of the Council do all things and execute .all instruments and documents required to be done or executed by such f absent or disabled officials. Section 4-2. Registration Records. The City Clerk, as bond registrar, shall keep a bond register in which the City shall provide for the registration of the Bond and for transfers of the Bond. The principal of and interest on the Bond shall be paid to the Bank for the account of the Holder entitled thereto in Federal or other immedi- ately available funds. The City Clerk is authorized and directed to deliver a certified copy of this Bond Resolution to the Director of Property Taxation of Hennepin County, together with such other infor- mation as that officer may require, and obtain the certificate of that officer as to entry of the Bond on the bond register as required by the Act and Minnesota Statutes, Section 475.63 Section 4-3. Limitation of the City's Obligations. Notwith- standing anything contained in the Bond or the Loan Agreement or any other documents relating thereto, the Bond shall not constitute a debt of the City within the meaning of any constitutional, statutory or charter limitation, and shall not be payable from or charged upon any funds other .than the revenue pledged to the payment thereof, and the City shall not be subject to any liability thereon, and no holder of the Bond shall ever have the right to compel any exercise of the taxing power of the City to pay the Bond or the interest thereon, or to enforce payment thereof against any property of the City, and the Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. The agreement of the City to perform the covenants and other provisions contained in the Bond and the Loan Agreement shall be subject at all times to the availabil- ity of revenues furnished by the Obligors sufficient to pay all costs of such performance or the enforcement thereof,. and. neither the City. nor any of its .officials, officers, agents or employees shall be subject to any personal liability thereon. Section 4-4. Execution and Delivery. The Mayor, City Manager, the City Clerk and the City Attorney are authorized: and directed to take all actions necessary t~,o carry out the provisions of this Resolu- tion relating to the execution and delivery of the. documents described ~~ herein. I Adopted and approved this 26!~th day of May, 1981., ', Donald Priebe .Mayor Attest: Sy a K. Bergh City CTE (FORM OF BOND) UNITED STATES OF AMERICA .STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF RICHFIELD Exhibit A COMMERCIAL DEVELOPMENT REVENUE BOND (Lyndale Garden Center Project) Series 1981 KNOW ALL MEN BY THESE PRESENTS That the City of Richfield, in the County of Hennepin and the State of Minnesota ..(the "City"), for value received,. promises to pay. to Richfield Bank & Trust Co., in the City of Richfield, .Minnesota, or its registered assigns, solely from the source and. in the manner hereinafter provided, the principal sum of One Million One Hundred Twenty-Five Thousand Dollars ($1,125,000) on June 1, 2006, upon presentation and surrender hereof, and to make pay- ments. of said principal sum in installments as hereinafter provided, and to pay the registered owner hereof ir~terest on the outstanding and unpaid balance of advances on account of such principal sum (the "Principal Balance") from the date hereof until the Principal Balance is paid.. Principal. and interest on this Bond are payable in installments. ~ due on the first day of each month (or the next business day there- after if the such day. is a holiday) ("Payment Date") as follows: (a) Commencing on July 1, 1981 and on the first day of each month thereafter to and including December 1, 1981 interest only on the Principal Balance at the rate of 70% of the Prime Interest Rate (as here- after defined) computed on the basis of the actual days elapsed in a year of 365 days; (b) Commencing on January 1, 1982, and on the first day of each month thereafter to and including June 1, 2006, 294 monthly payments of $3,826.53 together with .interest at 70% of the Prime Interest Rate computed on the basis of the actual days elapsed in a year of 365 days; (c) Provided that in any event the entire Principal Balance with interest shall be due and payable no later than June 1, 2006; and (d) Provided, further that in no event (except in the event of a Determination of Taxability, as here- after defined) shall interest payable on the Bond be at a rate less than 10% per annum nor more than 14% per annum; All payments .under this Bona shall be applied first to interest due on unpaid principal and next t~ reduction of principal. The term "Prime Int~rest Rate" means the rate.. of interest publicly announced from time to time by Citibank of New York, in New York City, New York, as its prime rate. Any change in the interest rate of the Bond resulting from a change in the Prime .Interest Rate shall be deemed to have occrred on the day following the day on which the Prime Interest Rate changes. This. Bond is issued- ~ursuant to the Minnesota Municipal Indus- trial Development Act, Minnesota Statutes, Chapter 474, as amended (the "Act"), and in conformity with the provisions, restrictions and limitations thereof. This '',Bond does not constitute a charge against the general credit or taxing powers of the City and does not grant to the owner or holder of this Bond any right to have the City levy any taxes or appropriate any funds for the payment of the principal hereof or interest hereon, :nor islthis Bond a general obligation of the City or the individual officerslor agents thereof. This Bond and interest hereon are payable solely and only from the moneys received under the Loan Agreement, Guaranty, a'Id Assignment, and the Mortgage hereinafter mentioned, including loan repayments to be made by Burton Rutman; Belle Rutman; Palburt Realty Co., a 'general partnership organized. under the laws of the Statelof Minnesota; and Burton Rutman as Trustee of the Miriam Siegel, Michael Siegel and Evan Siegel Trust (collec- tively the "Obligors"). C :, This Bond has been authorized by law to be issued and has been issued by the City for thel,purpose of funding a loan from the City to the Obligors to finance the costs of the acquisition, construction, equipping and installation by the Obligors of a Project, as defined by Section 474.02., Subdivision la of the Act, to be leased to Lyndale .Fruit And Vegetable Market; Inc., a Minnesota corporation ("Tenant"), consisting of the. acquisition and improvement of land in the City and the construction and equipping thereon of a new facility for use. in the Tenant's business. of the_ retail` sale of agricultural and horn- cultural products, equipment and accessories, and such other products not inconsistent therewith..', The Bond is issued pursuant to a Loan and Bond .Purchase Agreement (the "Loan Agreement") dated as of May 1, 1981, by and among the City, Richfield Bank & Trust Co. Richfield, Minnesota (the "Bank") and the Obligors, and a Resolution ',(the "Bond Resolution") adopted by the City Council of the City on May'26, 1981. The Bond is secured by a Pledge Agreement of the City's interest in the Loan Agreement. to the Bank (the "Pledge Agreement") dated as of May 1, 1981, a Guaranty, dated as of May 1, 1981 (the "Guaranty") by which one of the Obligors .and Tenant guarantee the payment of principal and interest on the Bond, an Assignment of Rents and Leases, dated as of May 1, 1981 from Obligors to Bank (the "Assignment'?), and a .Combination Mortgage, Security Agreement and Fixture Finan~',cing Statement (the "Mortgage") dated as of May 1, 1981 from Obligors'', to Bank to which Loan Agreement, Pledge. Agreement, Guaranty, Assignment, and Mortgage. reference is hereby made ~ ~,_ for a full description of ', and limitation of the revenues and funds i, pledged and appropriated to .the payment of this Bond., the nature and ( extent of the .security tYiere,by 'created; the rights of the Holder of this Bond and the rights, duties and immunities and obligations of the Bank, Obligors, and the City thereunder. Certified copies of the Bond Resolution and executed counterparts of the Loan Agreement, the Pledge Agreement,. the Guaranty, and the Assignment, and the Mortgage, are on file at the office of the City Clerk. Until and including the third anniversary of the date of this Bond, this Bond is subject to redemption and prepayment, in whole but not in part, at the option of the Obligors, on any Payment Date at a price of the Principal Balance oustanding plus accrued interest to date of prepayment and a premium of 1% of the Principal Balance out- standing; thereafter, this Bond is subject to redemption and prepay- ment, in whole but not in part, at a price of the Principal Balance outstanding plus accrued interest to-date of prepayment. This Bond is also subject to redemption and prepayment, in whole but not in part,. at the option of the Obligors in the case of certain events of damage, destruction, or taking by governmental authority as provided in Section b.10 of the Loan Agreement. Redemption and prepayment is subject to the provisions of Sections 2-7 and 2-8 of the Resolution. In the event of a Determination of Taxability,. as defined and provided in the Loan Agreement, the Bond shall be deemed to bear and have borne interest (i) from the Date of Taxability as defined in the Loan Agreement until the Bond is fully paid at a rate equal to 100.5% of the Prime Interest Rate ("Taxable Rate") per annum. Upon such Determination of Taxability the Obligors shall promptly pay to the Holder of the Bond the difference between (i) the amount of interest that would have been due under the Bond from the Date of Taxability to .the date the Determination of Taxability is made if calculated at the .applicable rate set forth above and (ii) the amount of interest actually paid under the Bond during such period; provided, however, that. the Taxable Rate on the Bond shall never be less than 16% per annum .nor more than 21% per annum. In the event of a Determination of Taxability this Bond shall be due and payable in full with interest at the Taxable Rate from the Date of Taxability on the fifth anniversary of the date of this Bond; provided, however, that if the Date of Taxability is subsequent to the fifth anniversary of the date of this Bond this Bond shall be due and payable on demand in full with interest at Taxable Rate on the 180th day following written mailed notice by registered owner to Obligors and the City. This Bond is issued pursuant to and in full compliance with the Constitution and laws of the State of Minnesota, particularly the Act, and the Home Rule Charter of the City, and pursuant to the Bond Reso- lution, which Bond Resolution authorizes the execution and delivery of the Loan Agreement, the Pledge Agreement and this Bond, and is a special obligation of the City payable solely from revenues derived from the. Loan Agreement, including payments required to be made there- under by the Obligors in amounts sufficient to pay the principal of, premium, if any, and interest on, and fees and expenses in connection. with, the Bond as the same become due and payable. This Bond does not constitute. an indebtedness constitutional, charter or tute a charge against the ge of the City within.. the meaning of any statutory limitation and does not consti- neral credit or taxing powers of the City. As .provided in the Bond Resolution, and subject to certain limi- tations set forth therein, this Bond is transferable by the Registered Holder hereof upon surrende~,r of this .Bond for transfer at the office of the City Clerk duly endorsed or accompanied by a written instrument of transfer in the form satisfactory to the City and executed by the Registered Holder hereof or; his attorney duly authorized in writing. Thereupon. the City shall e'Ixecute and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the trans- feree, of an authorized denomination, in aggregate principal amount equal to the then outstanding principal amount of this Bond, of the same. maturity, and .bearing interest at the same rate. This Bond shall be initially registered in the name of the Bank. In addition, and subject to certain limitations set forth in the Bond Resolution, the registered Holder of either of the Bonds may request the City to issue', at the sole expense of the Holder, new registered bonds in exchange for the outstanding principal amount of either of the Bonds in multiples of $1,000, bearing interest at the same rate as the~Bond to b~ exchanged maturing serially and annually in the same amounts and on the same dates as the then. unpaid principal amount of such Bond, and in~,such form as shall be approved by the .City Attorney. IT IS HEREBY .CERTIFIED, RECITED AND DECLARED That all acts, con- ditions and things required. to exist, happen and be performed prece- dent to and in the execution and delivery of the Agreement and the Resolution ..and the issuance of this Bond do exist, .have happened and have been performed in dues,time, form and .manner as required by law, and that the issuance of this Bond, together. with all other oblga- tions of the City on the d~~ate hereof, does not exceed. or violate. any constitutional, charter or statutory limitation of indebtedness.. IN WITNESS WI~REOF, ,the City of Richfield,. Hennepin County, Minnesota,' by its governing body, has caused this Bond to be executed in :its name by the manual 'I signatures of its Mayor and City Manager, and sealed with .its offic}.al seal., and. has caused .this Bond to be dated as of May , 1981. ', Mayor City Manager ,, PROVISIONS AS TO REGISTRATION r The ownership and unpaid principal of this Bond and the interest accruing thereon is registered on the Bond Register of the City of Richfield in the name of the Holder last noted below. Name of Date of Registered Signature of Registration Holder City Clerk Richfield .Bank & Trust Co., Richfield, Minnesota (Form of Transfer) For value received, the undersigned owner does hereby assign and transfer the foregoing Bond to the named Assignee, and the undersigned City Clerk of the City of Richfield as bond registrar hereby certifies ~ that the foregoing Bond has been transferred and registered on the ~ bond register in the name of such Assignee. Date of Name of Signature of Signature Transfer on Assignee Owner City Clerk Bond Register . „~ i STATE OF MINNESOTA ) ~_. COUNTY OF HENNEPIN ) 55. ~~ CITY OF RICHFIELD I, the undersigned, b'ieing the duly qualified and .acting City: ~ Clerk of the City of Richfield, Minnesota do hereby certify that I ~ have carefully compared the', attached and foregoing. extract of minutes i of a regular meeting of the ',City Council of said City held on .Tuesday, ~~ May 26, 1981, with the original thereof on file in my office and the ~ same is a full, true and complete transcript thereof, insofar as the same relates to the issuance and sale of $1,125,000 Commercial Devel- ~ opment Revenue Bond, (Lynd~le Garden Center Project) Series 1981, of ! the City. WITNESS My hand as such City Clerk and the corporate seal of the C-,` City this. .day of 1981. ', Gity Clerk ' City of Richfield, Minnesota (SEAL) ~.'