Loading...
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 f� L 1.07 RESOLUTION NO. 70 Page 2 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