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HomeMy WebLinkAboutResolution - 83-214 - Relating to $3,950,000 for Shady View Business Center Project - 09/06/1983 Member introduced the following resolution and, after the reading thereof was dispensed with by unanimous consent , moved its adoption : RESOLUTION NO . � RESOLUTION RELATING TO $3 , 950 , 000 COMMERCIAL DEVELOPMENT REVENUE NOTE (SHADY VIEW BUSINESS CENTER PROJECT) ; ey, AUTHORIZING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES, CHAPTER 474 BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota, 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; Agreement : the Loan Agreement to be executed by and between the City and the Obligor ; Assignment of Leases and Rents : the Assignment of Leases and Rents to be given by the Obligor to the Lender; City: the City of Eden Prairie, Minnesota , its successors and assigns ; Construction Note : The $3 , 148 , 000 Commercial Development Revenue Note ( Shady View Business Center Project) , Series 1982 , issued by the City on November 10 , 1982 , in order to provide interim financing for the Project during the period of construction; Guarantee : the Guarantee Agreement to be given by Bruce K . Hoyt , Steven B . Hoyt , and Bradley A . Hoyt in favor of the Lender ; Holder : the registered owner of the Note; Land : the real estate described in Exhibit A to the Mortgage with all additions thereto and substitutions therefor ; Lender : Nationwide Life Insurance Company, an Ohio corporation, its successors and assigns ; Loan Agreement Assignment : the Assignment of Loan Agreement to be executed by the City and accepted by the Lender; Mortgage : the Combination Mortgage, Security Agreement and Fixture Financing Statement to be given by the Obligor 'to the Lender , as Mortgagee , including any amendment thereof or supplement thereto in accordance with the provisions thereof ; Note : the $3 , 950 , 000 Commercial Development Revenue Note ( Shady view Business Center Project ) to be issued by the City pursuant to this Resolution; Obligor : Shady View Business Center , a Minnesota general partnership , its successors and assigns; Project : an office/warehouse building, located on the Land, containing a gross and net rentable building area of approximately 121 , 717 square feet ; Project Costs : those costs as defined in Section 1 . 01 of the Agreement ; and Resolution : this resolution of the City, authorizing the issuance of the Note . Section 2 . Findings . It is hereby found and declared that : ( a) based upon representations of the Partnership as to the nature and use of the Project , the real and personal property and improvements comprising the Project constitute a project authorized by the Act ; (b) the purpose of the Project is , and the effect thereof will be to promote the public welfare by the attraction, encouragement and development of economically sound industry and commerce so as to prevent the emergence of or to rehabilitate , so far as possible , blighted and marginal lands and areas of chronic unemployment ; to retain industry ' s use of the available resources of the community in order to retain the benefit of its existing investment in educational and public service facilities ; to halt the movement of talented, educated personnel of mature age to other areas and thus preserve the economic and human resources needed as a base for providing governmental services and facilities ; to more intensively develop land available in the community to provide an adequate -2- and better balanced tax base to finance the increase in the amount and cost of governmental services; (c ) the City has heretofore issued the Construction Note in order to provide interim financing during the period of construction of the Project ; the proceeds of the Note will be used to refund and retire $3 , 148 , 000 in principal amount of the Construction Note; (d) the Project has added to the tax base of the City, and accordingly is of direct benefit to the taxpayers of the City as well as those of the County and School District in which the City is located ; (e) the Project has been approved by the Commissioner of Securities and Real Estate of the State of Minnesota; ( f ) the financing of the Project , the issuance and sale of the Note, the execution and delivery of the Agreement and the Loan Agreement Assignment , and the performance of all covenants and agreements of the City contained in the Agreement and the Loan Agreement Assignment and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Agreement , the Loan Agreement Assignment and the Note valid and binding obligations of the City in accordance with their terms , are authorized by the Act; (g) it is desirable that the Commercial Development Revenue Note in the amount of $3 , 950 , 000 be issued by the City upon the terms set forth herein, and that the City assign its interest in the Agreement and grant a security interest therein to the Lender as security for the payment of the principal of and interest and premium, if any, on the Note; (h) the loan payments contained in the Agreement are fixed, and required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of and interest on the Note issued under this Resolution when due, and the Agreement also provides that the Obligor is .required to pay all expenses of the operation and maintenance of the Project including, but without limitation, adequate insurance thereon and all taxes and special assessments levied upon or with respect to the Project and payable during the term of the Agreement ; and ( i ) under the provisions of Minnesota Statutes , Section 474 . 10 , and as provided in the Agreement and the Mortgage , the Note is not to be payable from nor charged upon any funds of the City other than the revenue pledged to the payment thereof ; the City is not subject to any liability -3- thereon; 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 thereon nor to enforce payment thereof against any property of the City; the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; the Note issued hereunder shall recite that the Note , including interest thereon , is payable solely from the revenue pledged to the payment thereof ; and the Note shall not constitute a debt of the City within the meaning of any constitutional , charter or statutory limitation. Section 3 . Authorization and Sale . 3 . 01 . Authorization . The City is authorized by the Act to issue revenue notes and loan the proceeds thereof to business 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. 3 . 02 . Preliminar Citv Approval . B'1 resolution adopted October 31 , 1981 , after a public hearing duly called, noticed and held on October 31 , 1981 , this Council approved the acquisition and construction of the Project and the financing thereof under the provisions of the Act . By resolution adopted November 2 , 1982 , this Council authorized the issuance of the Construction Note, the proceeds of which have been loaned to the Obligor in order to finance the acquisition and construction of the Project . A portion of the proceeds of the Note will be used to redeem and retire $3 , 148 , 000 in principal amount of the Construction Note . 3 . 03 . Approval of Documents . Pursuant to the above, copies of the following documents , all of which are now or shall be placed on file in the office of the Finance Director/Clerk , have been prepared and presented to this Council : ( a) Agreement ; (b) Loan Agreement Assignment ; (c) Mortgage ; (d) Assignment of Leases and Rents ; and (e) Guarantee Agreement . -4- The forms of the documents listed in ( a) &nd b above are approved, with such variations , insertions and additions as are deemed appropriate by the parties and approved by the City Attorney. Documents (c ) through (e) are not to be executed by the City. Section 4 . Authorization . Upon execution of the Agreement and the Loan Agreement Assignment by the Obligor and the Lender , as the case may be, the Mayor and City Manager shall execute the same, and the Mayor , City Manager and Finance Director/Clerk shall execute such other certifications , documents or instruments as bond counsel or counsel for the Lender shall require , on behalf of the City, subject to the approval of the City Attorney . All certifications , recitals and representations therein shall constitute the certifications , recitals and representations of the City . Execution of any instrument or document by one or more appropriate officers of the City shall constitute and shall be deemed conclusive evidence of the approval and authorization by the City and the Council of the instrument or documents so executed . Section 5 . The Note . i 5 . 01 . Form and Authorized Amount . The Note shall be issued substantially in the form 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, and in accordance with the further provisions of this Section , in the total principal amount of $3 , 950 , 000 . The terms of the Note are set forth in Exhibit A hereto and such terms , including but not limited to interest rate , dates and amounts of payment of principal and interest and prepayment privileges , are incorporated by reference herein . 5 . 02 . Execution. The Note shall be executed on behalf of •the City by the signatures of the Mayor and City Manager and shall be sealed with its corporate seal and attested to by the Finance Director/Clerk . 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 . 5 . 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 or 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 -5- charges of the City in connection therewith, and, in case the Note is destroyed or lost , its filing with the City evidence satisfactory to the City of said destruction or loss . 5 . 04 . Registration of Transfer . The City will cause to be kept at the office of the Finance Director/Clerk a Note 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 Note . The Note shall be transferable upon the Note Register by the holder thereof in person or by its attorney duly authorized in writing, upon surrender of the Note together with a written instrument of transfer satisfactory to the City Clerk and the City Attorney, duly executed by the holder or its duly authorized attorney . Upon such transfer the Finance Director/Clerk shall note the date of registration and the name and address of the new holder in the Note Register . The City may deem and treat the person in whose name the Note is last registered in the Note Register as the absolute owner thereof , 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 or interest and for all other purposes . 5 . 05 . Delivery and Use of Proceeds . Prior to delivery of the Note, the documents referred to in Section 3 . 03 hereof shall be completed and executed in form and substance as approved by the City Attorney . The City shall execute and deliver to the Lender the Note in the total principal amount of $3 , 950 , 000 , together with a copy, duly certified by the Finance Director/Clerk , of this Resolution, original executed counterparts of the Agreement and the Loan Agreement Assignment and such closing certificates as are requested 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 Obligor or to its order for the purpose of prepaying and redeeming $3 , 148 , 000 in principal amount of the Construction Note . Section 6 . Limitations of the City ' s Obligations . Notwithstanding anything contained in the Note , the Agreement , the Loan Agreement Assignment or any other documents referred to in Section 3 . 03 , the Note shall not constitute a debt of the City within the meaning of any constitutional , charter or statutory 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 . 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 -6- r 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 the Note, the Agreement , the Loan Agreement Assignment and other documents listed in Section 3 . 03 shall be subject at all times to the availability of revenues furnished by the Obligor sufficient to pay all costs of such performance or the enforcement thereof , and neither the City nor any of its officers shall be subject to any personal or pecuniary liability thereon . Section 7 . Effective Date . This resolution shall be effective immediately upon its final adoption. PASSED AND FINALLY ADOPTED by the Cit Council of the City of Eden Prairie , this day of �,ti;.y��, 1983 . Mayor Attest : nan irector/Clerk This 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 . -7-