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HomeMy WebLinkAboutResolution - 80-221 - Relating to a $635,000 Commercial Development Revenue Bond and Authorizing the Issuance Thereof - y Member introduced the following resolution and moved its adoption: RESOLUTION NO. F)C)-) / RESOLUTION RELATING TO A $635, 000 COMMERCIAL DEVELOPMENT REVENUE BOND; AUTHORIZING THE ISSUANCE THEREOF PURSUANT 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. In this 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; Assignment of Leases : the Assignment of Leases to be executed by the Partnership to the Lender; Building: the approximately 12,734 square foot pro- fessional building and related facilities and improvements to be constructed on the Land by the Partnership in accordance with the terms of the Loan Agreement; Buy and Sell Agreement: the Buy and Sell Agreement among the City, the Lender, the Partnership and the Permanent Lender; 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 Personal Property in the Mortgage; Guaranty: collectively, the Guaranty Agreement, executed by the individual general partners of the Partnership to the Lender and the Guaranty, executed by the individual general partners of the Partnership to the Permanent Lender; Holder: The Lender or any person to whom the Note has been assigned pursuant to Section 4. 04 of this Resolution. Land: the real estate described in Exhibit A to the Mortgage; Lender: Eastern Heights State Bank of Saint Paul, a Minnesota banking corporation, its successors and assigns; • Loan Agreement: the Loan Agreement to be executed by and between the City and the Partnership; Loan Assignment: the Assignment of Loan Agreement, to be executed by the City in favor of the Lender; Mortgage: the Mortgage and Security Agreement and Fixture Financing Statement between the Partnership, as mortgagor, and the Lender, as mortgagee; Note: the Commercial Development Revenue Note (Prairie Properties Project) in the total authorized principal amount of $635,000, or so much thereof as may be advanced thereunder, to be issued by the City pursuant to this Resolution; Partnership: Prairie Properties, a Minnesota general partnership, its successors and assigns which may assume its obligations in accordance with the Loan Agreement; Permanent Lender: . Investors Syndicate of America, Inc. , a Delaware corporation, its successors and assigns; Project: 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 Agreement; and Resolution: this resolution of the City authorizing the issuance of the Note. 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, construction 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 January 22, 1980, this Council approved the sale of a revenue note pursuant to the Act and the loan of the proceeds to the Partnership for the construction of the Project suitable and designed for use as a professional 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 this 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) Assignment of Leases; (b) Buy and Sell Agreement; (c) Guaranty; (d) Loan Agreement; (e) Loan Assignment; (f) Mortgage; and (g) Construction Loan Agreement. 2. 04. Findings of Fact. It is hereby found and determined that: (a) There is no litigation now pending against the City, 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 Note or any of the documents referred to in Section 2, 03, or questioning the authority or proceedings pursuant to which the Note is being issued, the validity of the Note or any of said documents, or the power of the City to assist in financing the Project as contemplated by 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, provided that this finding is made solely for the purpose of estopping the City from denying the validity of the documents referred to in. Section 2. 03 by reason of the existence of any fact contrary to this finding. Section 3. Authorizations. The Mayor and City Manager are hereby authorized and directed to execute the Loan Agreement, Loan ,Assignment and Construction Loan Agreement on behalf of the City, together with the Note in substantially the form set forth i.n paragraph 4. 01 hereof and such other certifications, documents or instruments as bond counsel or counsel for the t Lender shall require, subject to the approval of the City Attorney. Execution of any instrument or document by one or more appro- priate 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 Note. 4. 01. Form and Authorized Amount. The Note shall be issued substantially in the form of that set forth in Exhibit A attached hereto and made a part hereof, with such appropriate variations, omissions and insertions as are permitted or required by this Resolution, in the total authorized principal amount of $635,000, or so much thereof as may be advanced thereunder. The terms of the Note are set forth therein, and such terms, including but not limited to provisions as to interest rate, dates and amounts of payment of principal and interest and prepayment of principal and interest and prepayment privileges, are incor- porated by reference herein. 4. 02. Execution. The Note 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 Note 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 Note. In case the Note 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 reasonable expenses and charges of the City in connection therewith, and, in case the Note is destroyed or lost, upon filing with the City evidence satisfactory to it of such loss or destruction. . 4.04. Assignment. The Note 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 Agreement. 4 . 05. Delivery and Use of Proceeds . Prior to delivery of the Note, 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 counter- part of each such document shall be delivered to the Lender. The City shall thereupon deliver to the Lender the Note, 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 Note and the above items to the Lender, the Lender shall, on behalf of the City, disburse the proceeds of the Note to the Partnership in payment and reimbursement of Project Costs pursuant to the provisions of the Loan Agreement and the Construction. Loan Agreement. Section 5. Limitations of the City' s Obligations. Notwithstanding anything contained in the Note, the Loan Agreement, the Construction Loan Agreement, the Loan Assignment or any other document referred to in Section 2.03 hereof, the Note 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 Note shall ever have the right to compel any exercise of the taxing power of the City to pay the Note or the interest thereon or to enforce payment thereof against any property of the City and the Note 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 Note, 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: 1980 . yor Attest: City 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. •