Loading...
HomeMy WebLinkAboutResolution - 83-308 - Final Approval of MIDB's for Tri-Cor - $1,600,000 - 12/20/1983 CERTIFICATE OF MINUTES RELATING TO $ 1, 500 , 000 COMMERCIAL DEVELOPMENT REVENUE NOTE (TRICOR PROPERTIES PROJECT) Issuer: City of Eden Prairie, Minnesota Governing Body: City Council Kind , date , time and place of meeting: . A regular meeting , held on December 20 , 1983 , at 7 : 30 o' clock p.m. , at the Eden Prairie City Hall. Members present : 42 c Members absent : Documents Attached : Minutes of said meeting (pages ) : RESOLUTION NO . LY RESOLUTION RELATING TO A $ 1, 500 , 000 COMMERCIAL DEVELOPMENT REVENUE NOTE (TRICOR PROPERTIES PROJECT) AUTHORIZ ING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES , CHAPTER 474 I , the undersigned , being the duly qualified and acting recording officer of the public corporation issuing the obligations referred to in the title of this certificate, certify that the documents attached hereto, as described above , have been carefully compared with the original rec- ords of said corporation in my legal custody, from which they have been transcribed; that said documents are a cor- rect and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of a-.1 resolutions and other actions taken and of all documents approved by the governing body at said meeting , so far as they relate to said obligations; and that said meeting was duly held by the governing body at the time and place and was attended throughout by the members indi- cated above , pursuant: to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer this,,,.„ day of December , 1983 . `-Signature John Frane , City Clerk (SEAL) Name and Title 2 Member introduced the following resolution and moved its adoption: RESOLUTION NO. J `{ RESOLUTION RELATING TO $ 1, 500 , 000 COMMERCIAL DEVELOPMENT REVENUE NOTE (TRI COR PROPERTIES PROJECT) ; 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 Develop- ment Act , Minnesota Statutes , Chapter 474 , as amended; Assignment: the Assignment of Leases and Rents to be given by the Obligor to the Lender ; Assignment of Loan Agreement: the Assignment of Loan Agreement to be given by the City to the Lender . City: the City of Eden Prairie, Minnesota , its successors and assigns; Disbursing Agreement : the Escrow and Disbursing Agreement to be made and entered into among the City, the Obligor and the Lender and Title Services , Inc. , a Minnesota corporation. Guaranties : the Guaranty Agreements to be given by George Welsh and Dennis J . Doyle to the Lender; Holder : the Lender or any person to whom the Note has been assigned pursuant to Section 5 . 04 of this Resolution; Improvements : an office building containing a gross office area of approximately 21 , 190 square feet of which approximately 17 , 607 square feet is net leaseable area plus an approximately 7 , 300 square feet basement parking garage to be acquired and constructed on the Land; Land : the real estate located in the County of Hennepin , State of Minnesota, and legally described in Exhibit A to the Mortgage ; - 3 - Lender : Norwest Bank Minneapolis , National Associ- ation, its successors and assigns; Loan Agreement : the Loan Agreement to be entered into between the City and the Obligor; Mortgage : the Combination Mortgage , Security Agreement and Fixture Financing Statement to be entered into between the Obligor , as mortgagor , and the Lender , as mortgagee; Note : the $ 1, 500 , 000 Commercial Development Reve- nue Note (TriCor Properties Project) to be issued by the City pursuant to this Resolution; Obligor: TriCor Properties, a Minnesota general partnership and its permitted successors and assigns under the Loan Agreement; Project : the Improvements and the Land ; Project Costs: those costs defined as Project Costs in the Loan Agreement; and Resolution : this resolution of the Citv. Section 2 . Findings . It is hereby found and declared that : (a) based upon representations made to the City by representatives of the Obligor as to the nature of the Project , the real property and improvements described in the Loan Agreement , Disbursing Agreement and the Mort- gage comprising the Project constitute a project autho- rized 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 economi- cally sound commerce so as to prevent the emergence of or to rehabilitate, so far as possible, blighted and marginal lands and areas of chronic unemployment; the retention of commerce to use the available resources of the community in order to retain the benefit of its existing investment in educational and public service facilities; halting the movement of talented, educated personnel of mature age to other areas and thus preser- ving the economic and human resources needed as a base for providing governmental services and facilities ; and more intensive development of land available in the community to provide an adequate and better balanced tax - 4 - base to finance the increase in the amount and cost of governmental services; (c) the Project when completed will add to the tax base of the City, and will accordingly be of direct benefit to the taxpayers of the City as well as those of the Countv of Hennepin and the school district in which the Project is located ; (d) the Project has been approved by the Minnesota Energy and Economic Development Authority; (e) the financing of the acquisition and construc- tion of the Project, the issuance and sale of the Note , the execution and delivery of the Loan Agreement, the Disbursing Agreement and the Assignment of Loan Agree- ment , and the performance of all covenants and agree- ments of the City contained in the Note, the Loan Agree- ment , the Disbursing Agreement and the Assignment of Loan Agreement and of all other acts and things required under the Constitution and laws of the State of Minne- sota to make the Note, the Loan Agreement, the Dis- bursing Agreement and the Assignment of Loan Agreement valid and binding obligations of the City in accordance with their terms , are authorized by the Act ; (f) it is desirable that the Note in the amount of $ 1, 500 ,000 be issued by the City upon the terms set forth herein, and that the City pledge its interest in the Loan Agreement and grant a security interest therein to the Lender pursuant to the Assignment of Loan Agree- ment as security for the payment of the principal of , premium, taxes and late charges, if any, and interest on the Note; and the City has not heretofore pledged, assigned or otherwise encumbered its interest in the Loan Agreement ; (g) the loan payments contained in the Loan Agree- ment 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 , premium, taxes and late charges , if any, and inter- est on the Note when due, and the Loan Agreement also provides that the Obligor is required to pay all ex- penses 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 Loan Agreement; (h) under the provisions of Minnesota Statutes , Section 474 . 10 , the Note is not to be payable from nor 5 t charged upon any funds of the City other than the reve- nue pledged to the payment thereof; the City is not subject to any liability 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 other than those rights and inter- ests of the City under the Loan Agreement which have been pledged to the Lender by the Assignment of Loan Agreement; the Note shall not constitute a charge, lien or encumbrance , "Legal or equitable, upon any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the Lender by the Assignment of Loan Agreement; and the Note shall recite that the Note , including interest thereon, is payable solely from the revenue pledged to the payment thereof and shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; ( i ) the execution and delivery of the Loan Agree- ment, the Disbursing Agreement the Assignment of Loan Agreement and the Note will not conflict with, or con- stitute on the part of the City a breach of or a default under , any existing agreement , indenture , mortgage , lease 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 Loan Agree- ment, the Assignment of Loan Agreement or the Note by reason of the existence of any facts contrary to this finding ; (j ) no litigation is pending or , to the best knowledge of the members of this Council, threatened against the City questioning the organization or boun- daries of the City or the right of any officer of the City to hold his or her office , or in any manner ques- tioning the right and power of the City to execute and deliver the Note , or otherwise questioning the validity of the Note or the execution, delivery or validity of the Loan Agreement , the Disbursing Agreement or the Assignment of Loan Agreement, or questioning the appro- priation of revenues to payment of the Note or the right of the City to loan the proceeds of the Note to the Obligor ; (k ) all acts and things required under the Consti- tution and the laws of the State of Minnesota to make the Loan Agreement , the Disbursing Agreement , the Assignment of Loan Agreement and the Note the valid and binding obligations of the City in accordance with their - 6 - terms will have been done upon adoption of this Resolu- tion and execution of the Loan Agreement, the Disbursing Agreement , the Assignment of Loan Agreement and the Note; provided that this finding is made solely for the purpose of estopping the City from denying the validity of the Loan Agreement, the Disbursing Agreement, the Assignment of Loan Agreement or the Note by reason of the existence of any facts contrary to this finding; and (1) the City is duly organized and existing under the Constitution and the laws of the State of Minnesota and is authorized to issue the Note in accordance with the Act. Section 3 . Authorization and Sale . 3 . 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 of "proj- ects , " as defined in the Act , and to make all contracts , execute all instruments and do all things necessary or con- venient in the exercise of such authority. 3 . 02 . Preliminary City Approval. By preliminary resolution duly adopted by the Council on July 19 , 1983 , this Council approved the sale of a revenue obligation pur- suant to the Act and the loan of the proceeds to the Obligor for the acquisition, construction and equipping of the Proj- ect suitable and designed for use as an office building and authorized the preparation of such documents as may be appropriate to the Project. A public hearing on the pro- posal to undertake and finance the Project was duly noticed and held in accordance with the Act on July 19 , 1983 . 3 . 03 . Approval of Documents . Pursuant to the fore- going, there have been prepared and presented to the Council copies of the following documents, all of which are now, or shall be , placed on file in the office of the City Clerk: (a) Assignment; (b) Loan Agreement; (c) Mortgage; (d) Guaranties ; (e) Assignment of Loan Agreement; and (f) Disbursing Agreement. - 7 - The forms of the documents listed in (b) , (e ) and (f) above are approved, with such variations , insertions and additions as are deemed appropriate by the parties and approved by the City Attorney. Section 4 . Authorizations . Upon the completion of the Loan Agreement, the Disbursing Agreement and the Assignment of Loan Agreement approved in Section 3 . 03 hereof and the execution thereof by the Obligor and the Lender , as the case may be , the Mayor and the City Manager shall execute the same on behalf of the City and, together with the Citv Clerk, shall execute the Note in substantially the form approved in Section 5 . 01 hereof on behalf of the City, and shall execute such other certifications , documents or in- struments as bond counsel or counsel for the Lender shall require , subject to the approval of the City Attorney, and all certifications , recitals and representations therein shall constitute the certifications , recitals and represen- tations of the City . Execution of any instrument or docu- ment 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 5 . The Note . 5 . 01. Form and Authorized Amount . The Note shall be issued substantially in the form presented to the Council and set forth as Exhibit A to this Resolution with such appropriate variations, omissions and insertions as are permitted or required by this Resolution, in the total prin- cipal amount of $ 1, 500 , 000 . The terms of the Note are set forth therein, and such terms , including but not limited to provisions as to interest rate, dates and amount 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 the City Manager and shall be sealed with its corporate seal and attested by the City Clerk . In case any officer whose sig- nature shall appear on the Note shall cease to be such offi- cer before the delivery thereof, such signature shall never- theless 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 of like outstanding principal amount and tenor in exchange and substitution for and upon cancellation of the mutilated s Note , or in lieu of and in substitution for such Note de- stroyed or lost, upon payment by the Holder of the expenses - 8 - and charges of the City in connection therewith, and, in case the Note is destroyed or lost , filing by the Holder with the City evidence satisfactory to it of such loss or destruction. 5 . 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 Obligor . At the request of the Holder , the Note shall be registered on the books of the City, subject to the con- ditions set forth in the form of the Note attached hereto as Exhibit A. 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 and an original, executed counterpart of each such document shall be delivered to the Lender . The City shall thereupon deliver to the Lender the Note in the total principal amount of $ 1, 500 , 000 , together with a copy, duly certified by the City Clerk, of this Resolution and such closing certificates as are required by bond counsel and are approved by the City Attorney. 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 in reimbursement of, or to its order for payment o f , Project Costs pursuant to the provisions of the Disbursing Agreement . The Obligor shall provide the City with a full accounting of all funds disbursed for Project Costs . Section 6 . Limitations of the City' s Obligations . Notwithstanding anything contained in the Note, the Loan Agreement , the Disbursing Agreement or the Assignment of Loan Agreement or any other documents referred to in Section 3 . 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 nor charged upon any funds other than the revenue pledged to the payment thereof, and the City shall not be subject to any liability thereon, and 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, or to enforce payment thereof against any property of the City other than those rights and interests of the City under the Loan Agreement which have been pledged to the Lender by the Assignment of Loan Agreement, and the Note shall not constitute a charge, lien or encumbrance , legal or equitable, upon any property of the City other than those rights and interests of the Y City under the Loan Agreement which have been pledged to the 9 Lender by the Assignment of Loan Agreement . The agreement of the City to perform the covenants and other provisions contained in this Resolution or the Note, the Loan Agree- ment, the Disbursing Agreement or the Assignment of Loan Agreement and the other documents listed in Section 3 . 03 hereof 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 the City shall not be subject to any personal or pecuniary liability thereon other than as stated above. Section 7 . Statement of Election . The principal amount of the Note being in excess of $ 1, 000 , 000, the City Manager is hereby authorized and directed on behalf of the City to execute and file with the Internal Revenue Service a state- ment of election to issue its obligations in excess of $ 1, 000 ,000 as provided by Section 103 (b) (6) (D) of the Inter- nal Revenue Code of 1954 , as amended, and Section 1. 103 (b) (2) (vi) of the Regulations promulgated thereunder . Adopted: December 20 , 1983 . _ Mayor Attest: ity Clerk 10 - 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: X ;_ L and the following voted against the same: whereupon said resolution was declared duly passed and adopted and was signed by the Mayor , which signature was attested by the City Clerk. 11