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HomeMy WebLinkAboutResolution - 83-286 - Final Approval of MIDB's for BBS Partnership - $1,750,000 - 11/15/1983 Member introduced the following resolution and moved its adoption: RESOLUTION NO . RESOLUTION AUTHORIZING THE ISSUANCE AND SALE BY THE CITY OF ITS $1 , 750 , 000 COMMERCIAL DEVELOPMENT REVENUE NOTE ( BBS PARTNERS PROJECT ) , AUTHORIZING EXECUTION OF A LOAN AGREEMENT AND A PLEDGE AND LOAN DISBURSING AGREEMENT , RELATING TO SAID NOTE, AND AUTHORIZING OTHER ACTION TO BE TAKEN WITH RESPECT TO THE ISSUANCE , SALE AND DELIVERY OF SAID NOTE . BE IT RESOLVED by the City Council ( the "Council " ) of the City of Eden Prairie , Minnesota ( the "City" ) , as follows: 1 . It has been proposed that the City issue its Commercial Development Revenue Note (BBS Partners Project ) ( the "Note" ) , in the authorized principal amount of $1, 750 , 000 , and loan the proceeds thereof to BBS Partners, a Minnesota general partnership ( the "Partnership" ) , which will use the proceeds to finance temporarily the acquisition of land located in the City and the construction of an office and warehouse facility and certain related improvements thereon ( the "Project" ) . The Project will be located at 99th and 74th Streets in the City . The Council held a public hearing on July 19 , 1983 , with respect to the proposal and gave preliminary approval to the proposal by resolution duly adopted July 19 , 1983, and that approval is hereby confirmed and ratified, and pursuant to that resolution drafts of the following documents relating to the Project have been submitted to the Council and are now, or shall be placed , on file in the office of the City Clerk : ( a ) Loan Agreement ( the "Loan Agreement" ) , proposed to be made and entered into between the City and the Partnership; ( b) Mortgage and Security Agreement and Fixture Financing Statement ( the "Mortgage" ) proposed to be made and entered into between the Partnership and Mellon Bank , N .A . ( the "Bank" ) ; ( c ) Assignment of Rents and Leases proposed to be made from the Partnership to the Bank ; (d ) Pledge and Loan Disbursing Agreement ( the "Disbursing Agreement" ) proposed to be made and entered into among the City, the Partnership and the Bank ; ( e ) Guaranty and Suretyship Agreement proposed to be given by Bruce K. Hoyt, Gayle J. Hoyt, Steven B . Hoyt, Michelle L . Hoyt and Bradley A. Hoyt to the Bank ; and ( f ) Form of Note. 1 . It is hereby found, determined and declared that: (a ) based upon representations of the Partnership as to the nature and use of the Project, the real and personal property comprising the Project constitutes a project authorized by the Minnesota Municipal Industrial Development Act, Minnesota Statutes , Chapter 474 , as amended ( the "Act" ) ; (b ) the purpose of the Project is and the effect thereof will be to promote the public welfare !3y the attraction, encouragement, retention and development of economically sound industry and commerce so as to prevent , so far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; the development and retention of industry to use the available resources of the community in order to retain the benefit of its existing investment in educational and public service facilities; to increase the tax base of the City and the overlapping jurisdictions; and to provide additional employment opportunities for residents of the City and surrounding area; (c ) the Project is located within the City limits at a site which is easily accessible to employees residing within the City and the surrounding community and to means of transportation of materials and products; (d ) the Project has been approved by the Minnesota Department of Energy and Economic Development ( e ) the financing of the Project , the issuance and sale of the Note in the authorized principal amount of $1 , 750 ,000 to effect a temporary loan under the provisions of Minnesota Statutes , Section 474 . 07 in order to provide funds immediately needed for the Project , the execution and delivery of the Loan Agreement and the Disbursing Agreement and the performance? of all covenants and agreements of the City contained in the Loan Agreement and the Disbursing Agreement and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement, the Disbursing Agreement and the Note valid and binding obligations of the City in accordance with their terms are authorized by the Act; ( f ) it is desirable that a Commercial Development Revenue Note in the amount of up to $1 , 750 ,000 be issued by the City upon the terms set forth in the Loan Agreement, under the provisions of which a pledge of a security interest in the City ' s interest in the Loan Agreement and the payments thereunder ( except for certain expenses and indemnification ) will be granted to the Bank as security for the payment of principal of, premium, if any , and interest on the Note; (g ) the loan payments contained in the Loan 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 when due , and the Loan Agreement, Mortgage and Disbursing Agreement also provide that the Partnership 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 site of the Project and payable during the term of the Loan Agreement; and ( h ) under the provisions of Section 474 . 10 of the Act, and as provided in the Loan Agreement and in the Disbursing Agreement, 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 thereon; no holders 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; and the Note shall recite that the Note, including interest thereon, is payable solely from the revenue pledged to the payment thereof and that no Note shall constitute a debt of the City within the meaning of any constitutional or statutory limitation. 3 . The forms of Loan Agreement, Disbursing Agreement and Note referred to in paragraph 1 are approved. The Loan Agreement, which such variations , insertions and additions as the City Attorney may hereafter deem appropriate, is directed to be executed in the name and on behalf of the City by the Mayor and the City Manager and the official seal of the City impressed thereon. The Disbursing Agreement , with such variations , insertions and additions as the City Attorney may hereafter deem appropriate, is directed to be executed in the name and on behalf of the City by the Mayor and the City Manager and the official seal of the City impressed thereon. 4 4 . In anticipatiopn of the collection of payments under the Loan Agreement, the City shall proceed forthwith to issue the Note in the principal amount of up to $1 , 750 , 000 , in the form and upon the terms set forth in the Loan Agreement in order to temporarily finance the construction of the Prodect. Said Note , with such variations , insertions and additions as the City Attorney may hereafter deem appropriate , is directed to be executed in the name and on behalf of the City by the Mayor and the City Manager and the official seal of the City impressed . 5 . The City Clerk shall act as Note Registrar and as such shall maintain a Note Register for purposes of recording the names and addresses of the owners of the Note. The Note shall initially be registered in the name of the Bank . The Note shall be transferable by the registered owner or its agent duly authorized in writing upon presentation thereof to the Clerk together with a written instrument of transfer satisfactory to the Clerk duly executed by the registered owner or its agent. The following form of assignment shall by 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 agent to transfer said Note on the books of said City with full power of substitution in the premises . Registered Owner Such transfer shall also be noted on the Note. 6 . The Note shall be delivered to the Bank , which is hereby authorized to disburse the proceeds to the parties entitled thereto in payment of reimbursement for the Project costs , all in accordance with the terms of. the Disbursing Agreement. 7 . The Mayor , City Manager and City Clerk and other officers of the City are authorized and directed to prepare and furnish to the purchaser of the Note, when issued, certified copies of all proceedings and records of the City relating to the Note , and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Note as such facts appear from the books and records in the officers ' custody and control or as otherwise known to them; and all such certified copies , certificates and affidavits , including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 8 . The approval hereby given to the various documents referred to above includes an approval of such additional details therein as may be necessary and appropriate and such modifications thereof , deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney prior to the execution of the documents. The execution of any document by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof . In the absence of the Mayor , City Manager or City Clerk , any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor , Assistant City Manager or Deputy City Clerk, respectively . 9. This resolution shall be effective immediately upon its final adoption. PASSED by the City Council of the City of Eden Prairie, Minnesota , this 15th day of November, 1983 . ay or r Ott Mana er Attest : ; �-- j ty 1er. k ( SEAL ) '� The motion for the adoption of the foregoing resolution was duly seconded by Member , and the following voted in favor thereof : and the following voted against the same: whereupon said resolution was declared duly passed and adopted and was presented to the Mayor and City Manager , who approved and signed the same , which was attested by the City Clerk . d