HomeMy WebLinkAboutResolution - 84-139 - Relating to $1,200,000 Commercial Development Refunding Revenue Note - Valley Plaza Offices - RESOLUTION NO . 84-139
RESOLUTION RELATING TO A $1 , 200, 000 COMMERCIAL,
DEVELOPMENT REFUNDING REVENUE NOTE (VALLEY PLACE
OFFICES ASSOCIATES 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 ( 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 Rents : the Assignment of Rents and
Leases to be executed by the Partnership to the Lender ;
Guarani: the Guaranty Agreement relating to the Note
to be executed by Charles E . Garrity and William Max McGee ;
Lender : Norwest Bank MetroWest, National Association,
Hopkins , Minnesota , a national banking association, 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 Refunding Revenue
Note (Valley Place Offices Associates Project) in the total
authorized principal amount of $1 , 200 , 000 , to be issued by the
City pursuant to this Resolution;
Partnership: Valley Place Offices Associates , a
Minnesota general partnership, its successors and assigns ;
Prior Loan : the loan of the proceeds of the Prior
Note made by the City to the Partnership pursuant to the terms
of a Loan Agreement , dated November 25 , 1981 , between the City
and the Partnership ;
Prior Note: the Commercial Development Revenue Note
(Valley Place Offices Associates Project ) , dated November 25 ,
1981 , in the principal amount of $1 , 200 , 000 , issued by the City
to provide funds to be loaned to the Partnership to acquire and
construct the Project;
Project: the Land described in the Exhibit A to the
Mortgage and the 20 ,500 square foot commercial office complex
located thereon , as they may at any time exist ;
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
Section 474 . 03 ( 11 ) of the Act to issue the Note to refund the
Prior Note, 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 March 27 , 1984 , this
Council approved, on the basis of the findings set forth
therein , the sale of a revenue note or notes pursuant to the
Act to refund the Prior Note. The Partnership and City now
desire to proceed with the transaction .
2 . 03 . Receipt of Documents. Pursuant to the above,
there have been prepared and presented to this Council copies
of the fallowing documents, which are now , or shall be, placed
on file in the office of the City Clerk :
( a ) Assignment of Rents;
( b) Loan Agreement;
( c ) Loan Assignment;
( d ) Mortgage;
( e ) Guaranty; and
( f. ) Note.
2 . 04 . Findings of Fact. It is hereby found and
determined that :
( a ) There is no litigation of any nature now pending
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 refinancing the Prior Loan and Prior Note .
(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 Loan
Agreement , Loan. Assignment or the Note by reason of the
existence of any facts contrary to this finding .
Section 3 . Authorizations . The documents referred to
in Section 2 . 03 hereof are hereby approved. The Mayor and City
Manager are hereby authorized and directed to execute the Loan
Agreement, Loan Assignment and Note on behalf of the City , with
such changes and modifications as they deem appropriate , and
such other certifications , documents or instruments as bond
counsel or counsel for the Lender shall require, subject to the
approval of the City Attorney. Execution of any instrument or
document 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 , and the
City Attorney , of the instrument or document so executed.
Section 4 . The Mote .
4 . 01 . Form and Authorized Amount. The Note shall be
issued substantially in the form hereto filed with the City
Clerk , with such appropriate variations , omissions and
insertions as are permitted or required by this Resolution, in
the total authorized principal amount of $1 , 200 , 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
amounts of payment of principal and interest and prepayment
privileges , are incorporated 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
*danger , 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
Citv 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 note destroyed or
lost , upon the Holder ' s paying the 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 . Registration. 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 Lender . 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 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
agent to transfer said Note on the
books of said Czty with full power of substitution in
the premises .
Registered Owner
Such transfer shall also be noted on the Note .
4 . 05 . Delivery. The Note shall be delivered to the
Lender, which is hereby authorized to disburse the proceeds
directly to the registered holder of the Prior Note in exchange
for a receipt indicating said Prior Note has been paid in full .
Section 5 . Limitations of the City ' s Obligations.
Notwithstanding anything contained in the Note 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 .
Section 6 . Pending Legislation . This Council is
aware that legislation, including the Tax Reform Act of 1984 ,
HR4170 , is pending before Congress that would restrict the terms
and conditions upon which industrial development bonds may be
issued after January 1 , 1984 and bear interest exempt from
federal income taxation . In approving the issuance of the Note
by this resolution , this Council does not intend to use , and
specifically disclaims using , any portion of an allocation to
issue "private activity bonds " or industrial development bonds
that may be granted or available to the City under such pending
legislation . The Obligor will acknowledge in the Loan Agreement
the pendency of such legislation and the provisions of this
Section 6 .
Adopted : 1984 .
Mayor
Attest : --�
i City Clerk
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