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HomeMy WebLinkAboutResolution - 81-235 - Approving MIDB's for Valley Place Office Associates - $1,200,000 - 11/17/1981 Member introduced the ollowin� resolution and moved its adoption 7 RESOLUT ION NO . f - 3 J '-RESOLUTION AUTHORIZING THE ACQUISITION _" D CONSTRUCTION OF A PROJECT ON BEHALF OF VALLEY PLACE OFFICES ASSOCIATES UNDER, THE n1INNESOTA MUNICIPAL INDUSTRIAL DEVELOP- 1"IE_dT ACT AND THE SALE AND ISSUANCE OF CO'_')LMIKERCIP_L DEVELOPMENT REVENUE NOTE, SERIES 1981 , TO FINANCE THE PROJECT , AND APPROVING AND AUTHORIZING TEE EXECUTION OF VARIOUS . DOCUMENTS BE IT RESOLVED , by the City Council of the City of Eden Prai::ie , Minnesota (the City) , as follows : Section 1 . Definitions . 1 . 01 . In this Resolution, the following terms shall have the following respective meanings , unless the context hereof clearly reouires otherwise : Act : the Minnesota Municipal Industrial Developi-aent Act , Minnesota Statutes , Chapter 474 , as amended ; Assignment of Rents : the Assignment of Rents and Leases , from the Partnership to the Lender; Improvements : the commercial office building complex consisting of four office buildings and an approximately 3 , 0aO square foot house and renovated parking and other facilities and improvements to be renovated and constructed on the land by the Partnership in accordance with the terms of the Loan Agreement; City : the City of Eden Prairie , Minnesota , or its successors ; Construction Loan Agreement : the Construction. Loan Agreement , among the City, the Lender, the Partnership and the Disbursing Agent ; Disbursing Accent: Title Services , Inc. , or its successors or assigns under the Construction Loan _greement ; Guaranty : the Guaranty Agreement , from Charles Sarrit . will.iam Jacobson and Donald Shiff to the Lender; Land : the real estate described in Exhibit A attached to the Mortgage ; Lender. : Marno-!Iax Company , r ?iinnesota General Partnership , a .linnesota general partnership , and its successors and assigns ; Loan Agreement : the Loan vareement to be entered into 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 Combination Mortgage , Security Agreement and Fixture Financing Statement , .from the Partner- ship, as mortgagor, to the Lender, as mortgagee ; Note: the Commercial Development Revenue Note (Valley Place Offices Associates Project) , Series 1981 , dated as of the date of its delivery , numbered R-1 , and issued by the City in the principal amount of $1 , 200 , 000 ; Partnership: Vallee Place Offices Associates , a Klnnesota general partnershi , and its permitted successors and assigns under the Loan Agreement ; Project : the Lard and the Improvements ; Project Costs : those costs defined as Project Costs in Section 1 . 01 of the Loan Agreement ; and Resolution : this resolution authorizing the issuance of the I;ote . Section 2 . Authorization and Receipt of Documents . 2 . 01 . Authorization. The City is authorized by the Act to issue revenue bonds or notes 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 July 7 , 1981 , this Council approved the sale of revenue notes pursuant to the hct in an amount not greater than $2 , 300 , 000 and the loan of the proceeds thereof to the Partnership for the payment of Project Costs , so as to render the Project suitable for . use as a commercial office building complex , and authorized the preparation of such documents as inay be appropriate to t h e- Prof ect , Repr_ esentatives of the Partnership have informed the City that, due to present economic conditions , it is the intention of the Partnership to construct the Project it phases , each phase of construction to be financed by the issuance of a separate series of revenue notes , prc--idea that the aggregate amount of all series of revenue notes steal_ nct exceed the principal amount approved by this Council by resolution adopted July 7 , 1981 . The proceeds of the ?,;ot` proposed to be issued now will finance the constructio- Of t�%­o office buildin^s of approximately 9 , 800 square feet each and, renovation of an approximately 3 , 000 square foot house . 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 7'_ttorne,.7 and which are now, or shall be , placed on file in the office of the City Clerk : (a) Loan Agreement ; (b) Loan Assignment ; (c) Construction .Loan Agreement ; (d) Mortgage ; (e) Assignment of Rents ; (f) Guaranty ; and (g) Forn of the Note. Section 3 . Approval and Execution of Documents . The form of Loan Agreement , Loan .Assignment and Construction Loan Agreement referred to in Section 2 . 03 hereof are hereby approved. Each such document , with such variations , insertions and additions as the City Attorney may hereafter approve , are directed to be executed in the name and on behalf of the City by the Mayor and City Manager. In the absence or disability of the Mayor any of the documents authorized by this Council to be executed shall be executed by the Acting Mayor and in the absence of the City Manager by an officer of the City who in the opinion of the City Attorney has authority to execute such documents . Copies of all of the documents shall be delivered , filed and recorded as provided therein . The forms of Mortgage , Assignment of Rents and Guaranty are also approved. Section 4 . The Note . 4 . 01 . Form and Authorized .2:,-m ount . The Note shall be issued substantially in the for*L 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 principle amount of $1 , 200 , 000 , or so much thereof as may be advanced thereunder. 4 . 02 . Execution. The Note shall be executed 4- or. be.:alf of the City by the signatures of the Mayor and `he C_t,,- 'Manager , and shall. be sealed with the corporate seal of the City . In the event any officer whose signature s::all ---ear on the Note shall cease to be such officer -.Efore she deliver-,, thereof , such signature shall neverthe- less be valid and sufficient for all purposes . 4 . 03. Mutilateu, 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 -rye mutilated Note , or in lieu cf and in substitution for such Note destroyed or lost , upon payment by the holder of -he reasonable expenses and charges of the City in connection -::herewith, and , in case a Note i s destroyed or lost, upon riling with the City evidence satisfactory to it of such loss or destruction . 4 . 04 . Registration , Lssignment and Exchange. The Clerk/Finance Director shall act as Note Registrar and as such shall maintain a Note Register for purposes of recording the names and addresses of the owner of the Note . The Note shall initially be registered in the names of the Lender. The Note shall be transferable by the reqistered owner or its attorney duly authorized in writing upon presentation thereof to the Clerk/Finance Director together with a written instrument of transfer satisfactory to the Clerk/Finance Director duly executed by the registered owner or its attorney . The following form of assignment shall be sufficient for said purpose : For value received hereby sells , assigns and transfers unto the within Note of the City of Eden Prairie , Minnesota, and does hereby irrevocably constitute and appoint attorney to transfer said Note on the books of said City with full .power of substitution in the premises . Dated : Registered Owner -,-� _ '-L,, 1 a.:srer shall also be r.ot� c^ �_.e Note . Upon request cf the registered owner or transferee , and upon surrender of the the City shall execute an^ deliver one or more other notes , :.o �.inations of $1000 or in_egral T-.ultip1es thereof , in an a 7_e7a_e principal amount ecua_ tc t::e principal amount of the ?:o to �,.hich then remains unp-aid , and maturing at the same time or times as -the then unpaid principal thereof , and the Note shall be promptly cancelled by the Clerk/Finance Director . No ser:-_ce charge shall be made for such transfer or exchange , but the City may require payment of a su^ sufficient to cover any tax , fee or governmental charge or other expense incurred by the City with respect to such exchange . In the event of a request for the issuance of more than cne new note upon any such exchange , the Citv Council shall by resol•_,ticn make such provisions relative to the form, whether coupon or registered, of such notes as shall he deemed necessary or desirabie tc ensure that the terms of and' the security for the indebtedness represented by the Note shall not be varied in any material respect by reason of such exc ante . 4 . 05 . Delivery and use of Proceeds . Prior to delivery of the Rote, the documents referrer', to in Section 2 . 03 hereof shall be completed and executed in fora and substance as approved by� the City Attorney and original , executed counterparts of each such document shall be delivered to the Lender. The City shall thereupon deliver to the Lender the Note , together with a coNV , duly certified by the City Clerk , of. this Resolution and such closing certifi- cates as are required by bond counsel . Upon delivery of the Tote and the above items +„ the Lender, the Lender shall , on behalf of the City , advance and 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 City ` s Liability . Notwithstanding anything contained in the Note, the Loan hgreement , the Construction Loan Agreement , the Loan Assign- ment 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 of the City other than the revenues pledged to the payment thereof ; no holder of the Note shall ever have the right to compel any exercise of the taxing power of the City to pay the Note or the interest �h�recn or to enforce payment thereof against any property of the City, except the revenues pledged to the payment thereof , an(c the _rote shall not constitute a charge , lien or encumbrance , local or equitable , upon_ any property of the City except the revenues pledged to the payment thereof. The agreement of the City to perform the covenants and other provisions contained in tr_is 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 pecuniary liability thereon . Adopted : November 17 , 1961 . i Mayor Attest • {- ---��� ztv Clerk The motion for the adcotion of the foregoing l resolution was duly seconded by Member and upon vote being taken thereon , the following voted in favor thereof : and the following voted against the sane : whereupon said resolution was declared duly passed and adopted. j.