Loading...
HomeMy WebLinkAbout8128 (Res.) r (" r . .. 543B NO. 8128 RESOLUTION AUTHORIZING SALE OF TIME OUT SPORTS FACILITY AND RELEASE OF SELLER AND GUARANTORS WHEREAS, Meisterling, Orn & Powell Partnership (the "Assignor") owns a commercial facility located on the real estate located in Washington County, Minnesota and described on Exhibit A attached hereto (the "Project") and has entered into a Purchase Agreement dated ::J"'.e- 7<> 19.1 '1 , under which it has agreed to sell the Project to Jafues C. Kron and Marilyn Kron (the "Assignee"); WHEREAS, to provide initial financing for the Project, the City of Stillwater, Minnesota (the "City") issued its Commercial Development Revenue Note of 1984 (Time Out Sports, Inc. Project) in the principal amount of $180,000 (the "Note") ~ WHEREAS, the Note was purchased by Firstar Stillwater Bank, N.A., a national banking association, formerly known as The First National Bank of Stillwater (the "Bank") and the proceeds of the Note were loaned by the City to the Assignor pursuant to terms of a Loan Agreement by and between the City and Assignor dated as of December 26, 1984 (the "Loan Agreement"); WHEREAS, the Note is secured by, among other things, a Mortgage, Security Agreement and Fixture Financing Statement from Assignor in favor of the Bank dated as of December 26, 1984 (the "Mortgage"), which was recorded and filed on January 3, 1985, in the office of the Washington County Recorder as Document No. 477163 and an Assignment of Leases and Rents from Assignor in favor of the Bank (the "Assignment"), which was recorded and filed on January 3, 1985, in the office of the Washington County Recorder as Document No. 477164; WHEREAS, the Note is also secured by a personal guaranty (the "Guaranty") executed jqintly and severally by Robert C. Meisterling, Janet Meisterling, Wayne A. Orn, Nancy Orn, Richard M. Powell, and Marcia Powell (collectively the "Guarantors") in favor of the Bank, and by a lease of the Project executed by Assignor (the "Lease"); 1 - - I. III,; r-'. WHEREAS, in connection with the sale of the Project, the Assignor and Assignee desire to obtain the consent of the City and the Bank to such sale as is rquired by the terms of the Loan Agreement, Mortgage and Assignment and to the release of the Assignor and Guarantors from their obligations in connection with the Project; WHEREAS, it has been represented to the City that the Bank has granted its consent to the transfer of the Project by the Assignor to the Assignee pursuant to the Purchase Agreement, and to the release of the Assignor and Guarantors from their obligations in connection with the Project by its execution of the Guaranty Transfer and Release of partnership and Guarantors in the form attached hereto as Exhibit A; and WHEREAS, the Assignor has requested the City's to the transfer of the project and release of Assignor. NOW, THEREFORE, be it resolved by the City Council of the City of Stillwater, Minnesota as follows I r 1. The City consents to the sale and transfer of the Project by the Assignor to the Assignee in accordance with the terms of the Purchase Agreement and consents to the assumption by the Assignee of the Loan Agreement, Mortgage and Assignment. Said consent to the sale and transfer of the Project, and the assumption by the Assignee, relates only to the sale and transfer by the Assignor to the Assignee, and said consent shall not be deemed to be the City's consent to any other sales, conveyances, transfers or assignments of the project hereafter made by the Assignee or any other person or entity. 2. The City hereby releases and discharges the Assignor and its partners from all obligations to make all payments, or to otherwise observe and perform all of the covenants, agreements and obligations to be performed by the Assignor, its partners under the Loan Agreement, the Mortgage, the Assignment, and all other agreements, documents and instruments executed and delivered in connection therewith (hereinafter sometimes referred to as the "Loan Documents") and to accomplish such release, the City hereby waives the provisions of Section 4.08 of the Loan Agreement which would otherwise require that Assignor continue to be liable under the Loan Documents. The Bank further understands and agrees that the Lease shall be terminated in connection with the transfer of the Project from Assignor to Assignee, and the Bank hereby consents to such termination, as required by the Assignment. r 2 11I1 r" r ("' , 3. directed Transfer The Mayor and to execute the and Release of City Clerk are hereby authorized City's consent on the Consent to Partnership and Guarantors. and Adopted by the City Council of the City of Stillwater, Minnesota, this 15th day of August, 1989. tJa1 ~ ~~~ ATTEST: