Loading...
HomeMy WebLinkAboutResolution - 84-251 - Grant Final Approval MIDB's Super 8 Motel - $1,300,000 - 09/18/1984 RESOLUTION NO. RESOLUTION 2ELATING TO A $1 , 300, 000 COMMERCIAL DEVELOPMENT REVENUE TJOTE (ROTT-RIVE TT DEVELOPERS PROJECT) ; AUTHORIZING THE ISSUANCE THEREOF PURSUANT TO MINNESOTA STATUTES , CBAPTER 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 ; Disbursing Agreement : the Disbursing Agreement to be executed by the Partnership , the City , the Lender. , and Title Services , Inc . ; Guaranty : the Guaranty Agreement relating to the Note to be executed by Harvey Rott , Ronald J . Rivett and Eden Prairie Super 8 Motel , Inc . ; Lender : First Edina National Bank , Edina , 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 ; Mortgage: the Mortgage and Security Agreement and Fixture Financing Statement , between the Partnership , as mortgagor, and the Lender, as mortgagee; Note : the Commercial Development Revenue Note (Rott- Rivett Developers Project ) in the total authorized principal amount of $1 , 300 , 000 , to be issued by the City pursuant to this Resolution ; Partnership : Rott-Rivett Developers , a South Dakota general partnership , its successors and assigns ; Pledge Agreement : the Pledge Agreement to be executed by the City in favor ot the Lender ; Project: the Land described in the Exhibit A to the Mortgage and the 60 unit motel facility to be contructed and equipped 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 the Act to issue the Note to finance the Project , 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 June 5 , 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 finance the Project . A public hearing as required by the Act and Section 103 (k ) of tie Code was held on September 18 , 1984 . 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 following 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) Pledge Agreement ; ( d) Mortgage; (e) Disbursing Agreement ; ( f) Guaranty ; and (g) Note . 2 . 04 . Findings of Fact . It is hereby found and determined that : l (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 financing the Project . (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 , Pledge Agreement, Disbursing Agreement 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 , Pledge Agreement, Disbursing Agreement and Note on 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 Note. 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 ,300 , 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. 7 a 4 . 02 . Execution. The Note shall be executed on behalf of the City by the signatures of the Mayor and the City Manger , and shall be sealed with its corporate seal . In Lase 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 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 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 City 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 in accordance with thie provisions of tine Loan Agreement and Disbursing Agreement. Section S . 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 Fay all costs of such performance , and the City shall never be subject to any personal or pecuniary liability. Adopted: September 18 , 1984 . Mayor 9 Attest : c,— y Clerk tf TO: Mayor & City Council FROM: John D. Frane, Finance Director DATE: September 14, 1984 RE: M. I.D.B. ' s for Normar Investments -- Resolution No. 84-252 $850,000 The proponents intend to construct a Superette with gasoline islands at Regional Center Road and Highway 169, a total of 2400 square feet. The project would employ 12 to 15 persons with an annual payroll of $80, 000. The sale will be private and backed by a letter of credit. The property is zoned correctly for this use. while this is not the type of project that staff would normally encourage I.U.R. applications, .it is the only pending application we know of. The City has $1, 397 ,000 of its "cap" left. we will not lose our cap if we don' t use it. The Council might wish to let another City use the balance . JDF:bw 9/14/84