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HomeMy WebLinkAbout99-86 - ADMIN Resolution - City Council - 1999/07/26CITY OF ST LOUIS PARK, MINNESOTA RESOLUTION NO 99-86 RESOLUTION APPROVING A CONTRACT FOR PRIVATE DEVELOPMENT AMONG THE CITY, THE ST LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY, AND DRF L-7 LLC BE IT RESOLVED By the City Council ("Council") of the City of St Louis Park ("City") as follows. Section 1 Recitals 1 01 The City has determined a need to provide certain financial assistance to foster development of certain underutilized property in the City located generally at the southwest quadrant of the intersection of Highway 7 and Louisiana Avenue (the "Project") 1 02 The City's proposed assistance to the Project includes conveyance of certain property currently owned by the City, and abatement of real property taxes under Minnesota Statutes, Sections 469 1812 to 469 1815 1 03 There has been presented before the Council a Contract for Private Redevelopment (the "Contract") among the City, the St Louis Park Economic Development Authority ("Authority"), and DRF L-7 LLC (the "Redeveloper"), setting forth the terms and conditions of development of the Project and the City's participation in that effort 1 04 The Council has reviewed the Contract and finds that the execution thereof and performance of the City's obligations thereunder are in the best interest of the City and its residents Section 2 City Approval, Further Proceedings 2 01 The Contract as presented to the Council is hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved by the Mayor and City Manager, provided that execution of the documents by such officials shall be conclusive evidence of approval 2 02 The Mayor and City Manager are hereby authorized to execute on behalf of the City the Contract and any documents referenced therein requiring execution by the City, and to carry out, on behalf of the City its obligations thereunder, including without limitation any actions necessary to convey the City Parcel as defined in the Contract to the Authority Section 3 Issuance of Note 3 01 The City also expressly authorizes issuance and delivery of the Taxable Limited Revenue Note, in the form and in accordance with the terms of the Contract, subject to approval and execution of the Contract by all parties thereto 3 02 Denomination, Payment. The Note shall be issued as a single typewritten note numbered R-1. Resolution No 99-86 -2- The Note shall be issuable only in fully registered form Principal payments on the Note shall be payable by check or draft issued by the Registrar described herein 3 02 Payment Dates The principal payments on the Note shall be payable to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day 3 03 Registration The Issuer hereby appoints the City Finance Director to perform the functions of registrar, transfer agent and paying agent (the "Registrar") The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows (a) Register The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note (b) Transfer of Note Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall register the date of transfer and the name and address of the new holder of the Note, or issue a new Note in the aggregate principal amount then outstanding The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each scheduled Payment Date and until such scheduled Payment Date Notwithstanding the forgoing, the Note shall not be transferred to any person or entity unless the Issuer has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Issuer, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws Transfer of the ownership of the Note to a person other than one permitted by this paragraph without the written consent of the Issuer shall relieve the Issuer of all of its obligations under this Note including the payment of any outstanding principal thereon (c) Improper or Unauthorized Transfer When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized (d) Persons Deemed Owners The Issuer and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of such Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Issuer upon such Note to the extent of the sum or sums so paid (e) Taxes. Fees and Charges For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for Resolution No. 99-86 -3- any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange (f) Mutilated, Lost, Stolen or Destroyed Note In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith, and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Issuer and the Registrar shall be named as obligees The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Issuer If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment Approved by the City Council of the City of St Louis Park this 26th day of July, 1999 Reviewed for Administration fd%/<— City Manager Attest • y Clerk Approved as to form and execution. 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