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HomeMy WebLinkAbout76-65CITY OF LAKEVILLE Date 1 November, 1976 Resolution No. 76-65 Motion by Curry Seconded by Mako BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LAKEVILLE, MINNESOTA, AS FOLLOWS: 1. Pursuant to a resolution of the Village Council of the Village of Lakeville duly adopted December 17, 1973, the Village made, entered into, executed, delivered and accepted delivery of, the following documents: (a) Lease (hereinafter called the "Lease") dated December 1, 1973, between the Village, as Lessor, and Laminated Products, Inc., a Minnesota corporation (hereinafter called "Laminated"), as Lessee, filed for record in the office of the Register of Deeds in and for the County of Dakota, State of Minnesota, on January 3, 1974, as Document No. 428412. (b) Mortgage and Indenture of Trust (hereinafter called the "Indenture") dated December 1, 1973, filed for record in the office of the Register of Deeds in and for the County of Dakota, State of Minnesota, on January 3, 1974, as Document No. 428413 by which the Village, in order to secure the payment of the principal of and interest on the Industrial Development Revenue Bonds (Laminated Products, Inc.) (hereinafter called the "Bonds") issued by the Village pursuant to the Indenture in the original aggregate principal amount of Three Hundred Eighty Thousand and no/100ths Dollars ($380,000.00) according to their tenor and effect, and the performance and observance by the Village of all of the covenants expressed or implied in the Indenture and in the Bonds granted, bargained, sold, conveyed, confirmed, assigned, transferred in trust, mortgaged and pledged to the First National Bank of Minneapolis, as Trustee, and to its successors in trust, and to them and their assigns, forever, and granted as security interest in, for the securing and performance of the obligations of the Village set forth in the Indenture, the following (hereinafter collectively called the "Property"): FIRST The Village's estate and interest in real estate described in Exhibit "A" attached hereto and made a part hereof, situate in the County of Dakota and State of Minnesota; SECOND The Village's entire interest in and to all buildings, structures, additions and improvements now or here- after located on the real estate described in Exhibit "A" and all tenements, hereditaments, appurtenances, rights, privileges and immunities thereunto belonging or appertaining; THIRD The Village's entire interest in and to any items of personal property made a part of the Project, herein- after defined as Leased Equipment, but excluding property installed by the Tenant pursuant to Section 5.12 of the Lease; FOURTH All rights, interest and privileges of the Village in, to and under the Lease, including, but not limited to, all rentals, revenues and income derived by the Village from the Project, and all rentals received by the Village from the leasing of said property, and in particular the rentals and profits received under the Lease., which rentals, and profits are hereby expressly assigned to the Trustee for deposit by the Trustee in trust accounts in accordance with Article Five of the Indenture; and FIFTH All proceeds from any property described in the Granting Clauses of the Indenture, and any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred, as and for additional security hereunder by the Village or by anyone in its behalf or with its written consent to the Trustee, which is hereby authorized to receive any and all such property at any and all times and to hold and apply the same subject to the terms hereof; 2. It is hereby found, determined and declared that: (a) Laminated has defaulted under the terms, covenants, conditions and agreements of the Lease, including, but not limited to, the failure of Laminated to pay the basic rent required under Section 4.02 thereof; (b) As a consequence of Laminated's failure to pay the basic rent required under Section 4.02 of the Lease, the City will be unable to make the due and punctual payment of the principal of and interest on the Bonds; (c) The fair market value of the Property is less than the currently outstanding principal of and accrued interest on the Bonds; (d) First National Bank of Minneapolis, as Trustee under the Indenture, has requested the City to convey to the Bank all of the City's rights, title, interest and estate in and to (i) the property described on Exhibit "A" attached hereto; and (ii) all machinery, equipment and other personal property and fixtures included in the Property, and has submitted to the City and the City Council for their review a suggested form of Quit Claim Deed and Bill of Sale which are now on file in the office of the City Clerk; -2- (e) First National Bank of Minneapolis has not taken, or attempted to take, unfair advantage of the City by intimidation, threats, duress or otherwise; (f) The City has been advised by the City Attorney as to the business and legal aspects of the execution and delivery of the Quit Claim Deed and Bill of Sale above described; (g) Based upon such advice and after due deliberation, the City is receiving adequate and fair consideration for their equity in the Property; and (h) There is no agreement, parole or otherwise, between First National Bank of Minneapolis and the City that the Quit Claim Deed and Bill of Sale above described are to be for security only and not absolute conveyances. 3. The forms of Quit Claim Deed and Bill of Sale referred to in paragraph 2 are approved, subject to final approval by the City Attorney, who is also authorized on behalf of the City to approve minor changes in the documents prior to their execution. The Quit Claim Deed and Bill of Sale referred to in paragraph 2 are directed to be executed in the name and on behalf of the City by the Mayor and City Clerk and delivered to First National Bank of Minneapolis. 4. The Mayor, City Clerk, City Attorney and officers of the City are hereby authorized and directed to prepare, furnish, execute and deliver certified copies of this Resolution and such other affidavits, certificates, agreements and other documents which may be required in order to carry out the transactions contemplated by, and the intention of, this Resolution. Adopted by the City Council of the City of Lakeville this 1st day of November , 1976. Attest: t,C City Clerk Mayor -3- EXIIIBIT A That part of the North::•est Quarter (NW 1/4) of the Southeast Quarter (SE 1/4) of Section Thirty Thrce (33) , Township One ilu::dred rour- teen (114) , Range 'i'wcnty (20) , Dakota County, Minnesota, described as - follox•:s : Commencing at the Northeast corner of the Northwest Quarter (:. 1/4) of the Southeast Quarter (SE 1/4) of section; thence Westerly along the North line of the North- west Quarter 1/4) of the Southeast Quarter (SE 1/4) of said section. 329.07 feet to a point 990.05 feet East of toe :dorthaest corner of the North,. -.-est Quarter (NST 1/4) of the South- east Quarter (SE 1/4) of said section; thence south, parallel with the west line of the Northwest Quarter (MI 1/4) of the Southeast Quarter (SE 1/4) of said section 848.82 feet to the point of beginning of the tract to be described; thence continuing SoutCh 442.20 feet; thence I.estcrly, parallel with the south line of the Northwnst Quarter MW 1/4) of the Southeast Quarter (SE 1/4) of said section 330.00 feet to the East line of the west 660.00 feet of the Northwest QuE:rter (N 1/4) of the Southeast Quarter (SE 1/4) of said section; thence Horth along the East line of the ::est 660.00 feet of the 2:ortrewest Quarter (Z' --'U- 1/4) of the Southeast Quarter (SE 1/4) of said section 442.20 feet; thence Easterly parallel t:,ith the said south line 330.00 feet to the point of beginning. Said tract being subject to Road Ease -men -t- for Hannover Avenue and 218th. Street, according to the Government survey thereof, Dakota County, Minnesota.