HomeMy WebLinkAboutCity Council Resolution 1992-731CITY OF PLYMOUTH
RESOLUTION NO. 92-731
AUTHORIZING THE EXECUTION AND DELIVERY
OF AMENDMENTS RELATING TO THE $860,800 COMMERCIAL
DEVELOPMENT REVENUE NOTE OF 1985 (OAKLAND PROPERTIES
PROJECT) AND DOCUMENTS RELATING THERETO
WHEREAS, pursuant to a Final Note Resolution No. 85-945 adopted by the City
Council on December 2, 1985 (the "Resolution"), the City issued its $860,800
Commercial Development Revenue Note of 1985 (Oakland Properties Project) dated as
of December 5, 1985 (the "Note"), to provide financing for Oakland Properties, a
Minnesota partnership ("Oakland"), to acquire, construct and equip a
commercial/warehouse building located at 12615 - 16th Avenue North (the "Project")
which is owned by Oakland and leased to Exotic Rubber and Plastics of Minnesota,
Inc. (the "Company"). The proceeds of the Note were loaned to Oakland pursuant to a
Loan Agreement dated as of December 5, 1985 (the "Loan Agreement"). The Note
was purchased by American National Bank and Trust Company (the "Bank"). Pursuant
to a Pledge Agreement dated as of December 5, 1985, the City assigned the Loan
Agreement to the Bank. The obligations of Oakland under the Loan Agreement
including the obligation to repay the Note are secured by a Mortgage, Security
Agreement and Fixture Financing Statement dated December 5, 1985, executed by
Oakland in favor of the Bank (the "Mortgage"), by an Assignment of Leases and Rents
dated December 5, 1985, executed by Oakland in favor of the Bank (the "Assignment")
and by a Guaranty dated as of December 5, 1985, executed by Richard G. Ogle in
favor of the Bank (the "Guaranty"); and
WHEREAS, the Bank has agreed to sell the Note and transfer the assign all of its right,
title and interest in and to the Note, the Mortgage, the Loan Agreement, the Guaranty
and the Assignment to Nils Sandquist, Richard G. Ogle and Roland L. Nordlund
(collectively, the "Purchaser") who, following principal reduction of the Note by
Oakland to $820,000, will own $650,000, $100,000 and $70,000, respectively, in
principal amount of the Note; and
WHEREAS, as of December 1, 1992, William J. McNeeley ("McNeeley"), President
of the Company, will acquire the Project from Oakland and will continue to lease the
Project to the Company. As a condition to the sale of the Project, McNeeley will
assume all of Oakland's obligations under the Note, Loan Agreement, Mortgage and
Assignment and will also personally guaranty repayment of the Note from and after
November 1, 1992; and
RESOLUTION NO. 92-731
Page 2
WHEREAS, the Purchaser and McNeeley have agreed to reduce the interest rate on the
Note and to amend certain of the terms of repayment of the Note as set forth in the
Amendment No. 1 to Final Note Resolution which has been submitted to the Council
for approval (the "Resolution Amendment") and have agreed to amend the Loan
Agreement in connection with the Resolution Amendment pursuant to Amendment No.
1 to Loan Agreement and Assumption (the "Loan Agreement Amendment") which has
also been submitted to the Council for approval.
NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF
THE CITY OF PLYMOUTH, MINNESOTA, as follows:
1. The City shall proceed forthwith to execute and deliver the reissued Notes as
described in the Resolution Amendment, the Loan Agreement Amendment and the
Resolution Amendment in the form and upon the terms set forth in the forms on file
with the City. The Mayor and Acting City Manager are authorized and directed to
execute the Notes, Loan Agreement and Resolution Amendment and deliver them to
the Purchaser.
2. The Mayor and Acting City Manager and other officers of the City are authorized
and directed to prepare and furnish to the Purchaser certified copies of all
proceedings and records of the City relating to the Notes and such other affidavits
and cettdicates as may be required to show the facts relating to the legality of the
Notes, Loam Agreement Amendment and Resolution Amendment as such facts
appear from the books and records in the officer's custody and control or as
otherwise known to them.
3. The approval hereby given to the Notes, Loan Agreement Amendment and
Resolution Amendment and other various documents referred to above includes
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 and the City officials
authorized herein to execute said documents prior to their execution; and said City
officials are authorized to approve such changes on behalf of the City. The
execution of any instrument by the appropriate officer or officers of the City herein
authorized shall be conclusive evidence of the approval of such documents in
accordance with the terms hereof. In the absence of the Mayor or Acting City
Manager, any of the documents authorized by this Resolution to be executed may
be executed by any other City Council member or officer of the City. The City
Clerk is hereby authorized to register the transfer of the original Note from the
Bank to the Purchaser as provided on the Note, as amended and the Resolution, as
amended, and to register each of the Notes in the name of the appropriate
Purchaser.
Adopted by the City Council November 16, 1992.
RESOLUTION NO. 92-731
Pal,,-. 3
Mayor
ATTEST:
City Clerk
STATE OF hEWNFSOTA)
COUNTY OF HENNEPIN) SS.
The undersigned, being the duly qualified and appointed City Clerk of the City of
Plymouth, Minnesota, certifies that I compared the foregoing resolution adopted at a
meeting of the Plymouth City Council on November 16, 1992, with the original thereof
on file in my office, and the same is a correct transcription thereof.
VMNM my hand officially as such City Clerk and the Corporate seal of the City this
201h day of November, 1992.
City Clerk