RES 1977-70 - 00007150106
RESOLUTION NO. 70 -1977
A
A RESOLUTION APPROVING A PROPOSED AMENDMENT TO THE LEASE AND SUPPLEMENT
TO THE INDENTURE BETWEEN THE CITY AND SAFETRAN SYSTEMS CORPORATION,
AND RELATED ITEMS
BE IT RESOLVED by the City Council of the City of Fridley, Minnesota, a$-
follows:
1. Pursuant to and in accordance with the provisions of the Municipal
Industrial Development Act, Minnesota Statutes, Chapter 474, the City has heretofore
acquired a Project consisting of certain land within the City, together with
improvements and buildings constructed thereon and acquisition and installation
of equipment, machinery and other items of personal property to be located
permanently or used exclusively on such land.
2. The Project has been leased by the City to Safetran Systems Corporation
(hereinafter, the Tenant), a Delaware corporation, by a Lease, dated February 1,
1977, and the interest of the City in the Lease and in the Project has been
mortgaged and assigned to the First National Bank of Minneapolis, as Trustee,
under a Mortgage and Indenture of Trust (the Indenture), sated as of February 1, 1977.
3. Prior to execution and delivery of the Lease and Indenture, the City,
Tenant and Trustee agreed that, pursuant to Section 8.10 of the Lease and Section
6 -5 of the Indenture, the Tenant would have the right, at any time when no default
has occurred and is continuing under the Lease, to obtain the release and
reconveyance of the real property and improvements defined in the Lease and Indenture
as the Existing Site and Building from the Lease and from the lien of the Indenture.
The Tenant has reouested, and the City hereby agrees, that the necessary documents
to accomplish the release and reconveyance (as set forth in paragraph 4 of this
resolution) be approved and executed by all parties and placed in escrow with
Dorsey, Windhorst, Hannaford, Whitney & Halladay, as escrow agent (hereinafter,
the Escrow Agent), to be held by the Escrow Agent pursuant to the Escrow Agreement
referred to in paragraph 4 hereof and released only upon satisfaction by the
Tenant of all of the conditions prescribed in Section 8.10 of the Lease.
4. To accomplish this purpose, drafts of the following documents, which
are hereby ordered to be filed with the minutes of this meeting, have been prepared
and submitted to this Council:
(a) First Amendment to Lease, dated as of the date of this resolution,
amending the Lease by deleting Exhibit A thereto in its entirety and
inserting in place thereof a new Exhibit A, containing the correct legal
description of the Leased Land, after release of the Existing Site.
(b) First Supplemental Indenture, dated as of the date of this
resolution, amending the Indenture by deleting Exhibit A thereto in its
entirety and inserting in place thereof a new Exhibit A, containing the
correct legal description of the Leased Land, after release of the
Existing Site.
(c) Quitclaim Deed, to be executed by the City, conveying the
Existing Site to the Tenant.
(d) Agreement Pertaining to Common Wall, Shared Utilities, Driveway
and Parking Facilities (the Agreement), dated as of the date of this
resolution, proposed to be entered into by the City, Tenant and Trustee.
(e) Escrow Agreement, dated as of the date of this resolution, between
the City, Tenant, Trustee and Escrow Agent.
5. It is therefore determined to be in the best interest of the City
that the City enter into and execute the proposed First Amendment to Lease, First
Supplemental Indenture, Quitclaim Deed, Agreement and Escrow Agreement in substantially
the form presented to this Council and ordered filed. The Mayor and City Manager
are therefor authorized, in behalf of the City, to excute the First Amendment to
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RESOLUTION NO. 70
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Lease, First Supplemental Indenture, Quitclaim Deed, Agreement and Escrow Agreement,
including such minor changes in the form thereof as may be approved by the City
Attorney, and to execute such other certificates and documents as may be approved
by the City Attorney as necessary and appropriate to effect the transaction as
herein contemplated, all subject, however, to the following conditions:
(a) Before the First Amendment to Lease and First Supplemental
Indenture are executed by the Mayor and City Manager, the written consent
of the Trustee to the First Amendment to Lease shall be obtained as
required by Section 10.04 of the Lease.
(b) The City Attorney shall be satisfied that the City will be
fully indemnified against any expense incurred in connection with the
transaction herein contemplated.
6. The City Manager is hereby authorized and directed forthwith to transmit
to the First National Bank of Minneapolis, as Trustee, a certified copy of this
resolution, which shall constitute the request of the City to the Trustee to
consent to the proposed First Amendment to Lease and to execute the First
Supplemental Indenture.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 25TH DAY
JULY, 1977.
M Y R - WILLIAM J. NEE
ATTEST:
CITY CLERK - MARLIN C. BRUNSELL