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HomeMy WebLinkAboutResolution - 80-45 - Relating to $1,250,000 Commercial Development Revenue Note, Series 1980A and A $150,000 Commercial Development Revenue Note, Series 1980B, and Authorizing Issuance - 03/04/1980 Membbr introduced the following resolution and moved its adoption RESOLUTION NO. b d - � RESOLUTION RELATING TO A $1,250 ,000 COMMERCIAL DEVELOPMENT REVENUE NOTE, SERIES 1980A AND A $150, 000 COMMERCIAL DEVELOPMENT REVENUE NOTE, SERIES 1980B; AUTHORIZING THE ISSUANCE THEREOF PUR- SUANT TO MINNESOTA STATUTES, CHAPTER 474. BE IT RESOLVED by the City Council of 'the City of Eden Prairie, Minnesota (the City) , as follows: Section 1. Definitions. 1. 01. 1n. the Resolution the following terms have the following respective meanings unless the context hereof or use herein clearly requires otherwise: Act: the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Chapter 474 , as amended; Assignments of Rent: the First Assignment of Rents and Leases, and the Second Assignment of Rents and Leases, from the Partnership to the Lender; Building: the approximately 25 ,504 square foot, three-story garden office building and .related parking and other facilities and improvements to be constructed on the Land by the Partnership in accordance with the terms of the Loan Agreements; City: the City of Eden Prairie, Minnesota, its successors and assigns; Construction Loan Agreement: the Construction Loan Agreement among the City, Lender and Partnership; Fixtures: those items defined as Fixtures in Section 1-1 of the Mortgages; Land: the real estate described in Exhibit A to the Mortgage; Lender: Northwestern National Bank of Minneapolis, a national banking association, its successors and assigns; Loan Agreements: Loam Agreement Number One, relating to the proceeds of the Series 1980A Note, and Loan Agreement Number Two, relating to the proceeds of the Series 1980B Note, to be executed by and between the City and the Partnership; 1 Loan Assignments: the Assignment of Loan Agreement Number One and Assignment of Loan Agreement Number Two, to be executed by the City in favor of the Lender; Mortgages : the First Mortgage and Security Agreement (securing the Series 1980A Note) and the Second Mortgage and Security Agreement (securing the Series 1980E Note) from the Partnership, as mortgagor, to the Lender; Notes: collectively, the Series 1980A Note and the Series 1980B Note;. Partnership: Suburban Associates, a Minnesota general partnership, its successors and assigns; Project: the Land, the Building and the Fixtures as they may at any time exist; Project Costs : those costs defined as Project Costs in Section 1. 01 of the Loan Agreements; Resolution this resolution of the City authoriz- ing the issuance of the Notes; Series 1980A Note: the Commercial Development_ Revenue Note (Suburban Associates Project) , Series 1980A, issued by the City to evidence the loan of $1,250, 000 made by the Lender to the City; and Series 1980B Note: the Commercial Development Revenue Note (Suburban Associates Project) , Series 1980B, issued by the City to evidence the loan of $150, 000 made by the Lender to the City. Section 2. Authorization and Sale. 2. 01. Authorization. The City is authorized by the Act to issue revenue bonds and loan the .proceeds thereof to business enterprises to finance the acquisition, construc- tion and equipping 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. 2 . 02 . Preliminary City Approval. By preliminary resolution adopted by the Council on May 15 , 1979 , this Council approved the sale of revenue notes pursuant to the Act and the loan of the proceeds to the Partnership for the acquisition of the Land and construction thereon of the Project suitable- and designed for use as a garden office building and authorized the preparation of such documents as may be appropriate to the Project. 2. 03 . Receipt of Documents. Pursuant to the above, there have been prepared and presented to the Council copies of the following documents, -all of which have been reviewed by the City Attorney and which are now, or shall be placed, on file in the office of the City Clerk: (a) Assignments of Rent; (b) Notes; (c) Loan Agreements; (d) Loan Assignments; (e) Mortgages; and (f) Construction Loan Agreement. 2. 04 . Findings of Fact. It is hereby found and determined that: (a) There is no litigation of any nature now pending or to the best of the City' s knowledge, threatened] against the City, seeking to restrain or enjoin the issuance, sale, execution or delivery of the Notes or any of the documents referred' to in Section 2. 03 , or questioning the authority or proceedings pursuant to which the Notes are being issued, the validity of the Notes or any of said documents, or the power of the City to assist in financing the Project as defined in said documents. (b) Neither the existence of the City nor the right of the present officials of the City to their respective offices is being contested. (c) To the best of the City' s knowledge, the execution and delivery of the documents referred to in Section 2. 03 will not conflict with or constitute a breach of any resolution, ordinance, agreement or other instrument to which the City is subject or is a party or by which it is bound. Section 3 . Authorizations. The Mayor and City Manager are hereby authorized and directed to execute the Notes, Loan Agreements, Loan Assignments and Construction Loan Agreement on behalf of the City, and such other certifications, documents or instruments as bond counsel or counsel for the Lender shall require, subject to the approval of the City Attorney. 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. approval and ' authorization by the City and the Council of the instrument or document so executed. Section 4. The Notes. 4. 01. Form and Authorized Amount. The Notes shall be issued substantially in the form of those on file in the office of the City Clerk, with. such appropriate variations, omissions and insertions as are permitted or required by this Resolution, in the total authorized principal amount of $1,250, 000 and $150 ,000, respectively, or so much thereof as may be advanced thereunder. 4. 02 . Execution. The Notes shall be executed on behalf of the City by the signatures of the Mayor and the City Manager, and shall be. sealed -with its corporate seal. In case any officer whose signature shall appear on the Notes shall cease to be such officer before the delivery thereof, such signature shall nevertheless be - valid -and sufficient for all purposes. 4. 03 . Mutilated, Lost and Destroyed Notes. In case the Notes shall become mutilated or be destroyed or lost, the City shall cause to be executed and delivered a new note of like outstanding principal amount and tenor in exchange and substitution for and upon cancellation of the mutilated note, or in lieu of and in substitution for such note destroyed or lost, upon the holder's paying the reasonable expenses and charges of the City in connection • therewith, and, in case a Note is destroyed or: lost, upon filing with the City evidence satisfactory to it of such loss or destruction. 4. 04 . Assignment. The Notes may be .assigned by the holder, from time to time, by endorsement thereon or- by separate written instrument, provided that notice of any such assignment shall be given in writing to the City and the Partnership in the manner provided in the Loan Agreements. 4. 05. Delivery and Use of Proceeds. Prior to delivery of the Notes, the documents referred to in Section 2. 03 hereof shall be completed and executed in form and substance as approved by the City Attorney and an original, executed counterpart of each such document shall be delivered to the Lender. The City shall thereupon deliver to the Lender the Notes, together with a copy, duly certified by the City Clerk, of. this Resolution and such closing certificates as are required by bond counsel. Upon delivery of the Notes and the above items to the Lender,. the -Lender shall, on behalf of the -City, disburse the proceeds of the Notes to the Partnership in payment and reimburs-ement of Project Costs pursuant to the provisions of the Loan Agreements and the Construction Loan Agreement. A Section 5. - Limitations of the City's Obligations. Notwithstanding anything contained in the Notes, the Loan Agreements, the Construction Loan Agreement, the Loan Assign- ments or any other document referred to in Section 2. 03 hereof, the Notes shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation and shall not be payable from or charged upon any funds other than the revenue pledged to the payment thereof; the City shall not be subject to any liability thereon; no holder of such Notes shall ever have the right to compel any exercise of the taxing power of the City to pay the Notes or the interest thereon or to enforce payment thereof against any property of the City and the Notes 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 this Resolution or the Notes, or the other documents listed in Section 2. 03 hereof shall be subject at all times to the availability of revenues furnished by the Partnership sufficient to pay all costs of such performance; and the City shall never be subject to any personal or pecuniary liability. Adopted: March 4 , 1980 . Mayor Attest: C?Gy Clerk The motion for* the adoption of the foregoing resolution was duly seconded by Member , and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted.