Loading...
HomeMy Public PortalAboutResolution 41-93 Authorizing conditional signature of consent to assignment RESOLUTION NO. 41-93 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF McCALL, IDAHO, AUTHORIZING CONDITIONAL SIGNATURE OF CONSENT TO ASSIGNMENT. WHEREAS 1. In connection with Local Improvement District#3 the City has executed an Acquisition Agreement with Spring Mountain Ranch Limited Partnership for certain public improvements on a turn-key basis when and as completed, and has sold bonds to obtain the cash necessary for such acquisition; 2. Spring Mountain Ranch Limited Partnership has secured construction financing from First Security Bank of Idaho, N. A., which Bank wishes to take an assignment of the proceeds of such bond sale; and 3. Bank wishes City to execute an"Acknowledged and Consented To" clause on the Assignment, which clause is referred to below as the"Acknowledgment and Consent." BE IT RESOLVED by the Mayor and Council of the City of McCall that: Section 1. The Mayor and Clerk are authorized to execute the Acknowledgment and Consent, but only on the condition set forth in Section 2. Section 2. The Acknowledgment and Consent shall under no circumstances be interpreted to commit the City to release to Spring Mountain Ranch Limited Partnership or to First Security Bank of Idaho, N. A., any funds under any circumstances when such release of funds is not already required under the terms of the Acquisition Agreement; nor shall this Acknowledgment and Consent under any circumstances be interpreted to prevent the City from itself using such funds to complete or cause the completion of the work contemplated by the Acquisition Agreement and Local Improvement District#3 in the event of any default by Spring Mountain Ranch Limited Partnership. Section 3. A copy of this Resolution shall be attached to any signature by City of the Acknowledgment and Consent, and the acceptance by Bank of the Acknowledg- ment and Consent shall be deemed an agreement to the terms of this Resolution, or such signature by the City shall be void. Passed and approved September 23, 1993. r / TWA LI Ali Laurence A.'mith, Jr.' Mayor ATTEST: i Arthur ,. Schmidt, City C erk . . E COPY ASSIGNMENT l0 SPRING MOUNTAIN RANCH LIMITED PART limited partnership, hereby uncondit: assigns to FIRST SECURITY BANK OF IDAHO, N.A. repayment of a promissory note of eve / $4, 010 , 000 (the "Note" ) , all of SMR' s r to receive proceeds from the sale of $5 . 1,3 ,x.:, held by the city of McCall, Idaho, in cc (42.--(1t, � c McCall Local Improvement District No . 3 VQ terms and conditions : 1 . Any funds advanced by Br Note plus any costs associated therew intended to be covered by this AssignmE 2 . Bank and SMR understands LaaL — receive proceeds is pursuant to an Agreement for Acquisition of Improvements between the city of McCall and SMR dated May 13 , 1993 , and as amended on August 12 , 1993 (the "Acquisition Agreement" ) . That portion of the Acquisition Agreement that pays financing costs is not intended to be covered by this Assignment unless funds advanced pursuant to the Note are used to pay bond financing costs . 3 . By this Assignment, all of SMR' s right, title, and interest to receive funds for improvements under the Acquisition Agreement are hereby assigned to the Bank for repayment of the Note. 4 . This Assignment is effective between the parties regardless of whether approved by the city of McCall, although SMR will attempt to obtain approval of the city of McCall . SMR represents and warrants that it has full power and authority to make this Assignment and that it currently is the only entity who has rights under the Acquisition Agreement to sell improvements to the city of McCall , 5 . No funds shall be released nor will any items be offered for purchase to the city of McCall by SMR without SMR first obtaining review and approval of Bank as to the asset being purchased and Bank' s determination of whether Bank is entitled to • retain proceeds paid out at that time pursuant to the Development Loan Agreement . In the event Bank does not exercise its right to receive payment of any or all proceeds in the event of a partial payment by the city of McCall to SMR, Bank does not waive its right to any further or future rights to receive any and all of such payments . ASSIGNMENT-1 090193 0320 FSB-SPRING/JSG/ASSIGNMENT/F 6 . SMR hereby assigns to Bank all of its other rights under the Acquisition Agreement . Bank will not exercise its rights until it declares a default under the Note. At such time, Bank may complete SMR' s obligations under the Acquisition Agreement or retain a third party to complete SMR' s obligations . However, in case of the default, Bank is not obligated to complete the Acquisition Agreement . 7 . This Agreement is binding upon the parties hereto, their heirs, successors and assigns, and may not be changed except in writing. This Agreement may not be amended in any manner unless in writing, and it contains the full and complete understanding of the parties with regard to the assignment of proceeds . 8 . This Assignment shall remain in effect until the Note is paid in full . DATED this T-' day of �c' � , 1993 . SPRING MOUNTAIN RANCH LIMITED PARTNERSHIP,an Idaho limited partnership By: O'Neill Enterprises,Inc,, an Idaho corporation, general Partner :1 . ' By - Peter S . O'Neill, President ACCEPTED: FIRST SECURITY BANK OF IDAHO,N.A. Its •1- _/ / . �� J � .— ACKNOWLEDGED AND CONSENTED TO: CITY OF MCCALL,IDAHO r -/ By ��\ � //� i Its i L Ara/A /Ale ASSIGNMENT—2 090193 10-04-93 03; 22 .PM FRONT 1st SECURITY MG DIV '`' cif P01 1 1 First Securit ► • ' Banks l14o October 4, 1993 Mr. Arthur Schmidt - City .of McCall • P.C . Box 1069 McCall Idaho 83638 _ Re: Original Assignment/Resolution No. 41-93 Dear Bud: In reviewing our file, it was noted we have not yet ' received the original assignment dated September 1, 1993, back yet. Please return the assignment at your earliest convenience. Thank you for all of your assistance with this project. ,i Sincerely, FIRST SECURITY HANK OF IDAHO, Y .A. • ic--.---6;61.--;,------. . Dean .Oberst Assistant Vice President Income Property . D0/dmc • 11111111116. • . First Security Bank of Idaho,N.A. Idaho income Property Finance Department P.O.Box 7069 Boise,Idaho 83730 Exprose Mail:119 North 9th Street,6th Floor Boise,Idaho 83702 Telephone 209-393-2410 Telecopier 208-393-2449 • RESOLUTION NO. y I -93 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF McCALL, IDAHO, AUTHORIZING CONDITIONAL SIGNATURE OF CONSENT TO ASSIGNMENT. WHEREAS 1. In connection with Local Improvement District#3 the City has executed an Acquisition Agreement with Spring Mountain Ranch Limited Partnership for certain public improvements on a turn-key basis when and as completed, and has sold bonds to obtain the cash necessary for such acquisition; 2. Spring Mountain Ranch Limited Partnership has secured construction financing from First Security Bank of Idaho, N. A., which Bank wishes to take an assignment of the proceeds of such bond sale; and 3. Bank wishes City to execute an"Acknowledged and Consented To" clause on the Assignment, which clause is referred to below as the"Acknowledgment and Consent." BE IT RESOLVED by the Mayor and Council of the City of McCall that: Section 1. The Mayor and Clerk are authorized to execute the Acknowledgment and Consent, but only on the condition set forth in Section 2. Section 2. The Acknowledgment and Consent shall under no circumstances be interpreted to commit the City to release to Spring Mountain Ranch Limited Partnership or to First Security Bank of Idaho, N.A., any funds under any circumstances when such release of funds is not already required under the terms of the Acquisition Agreement; nor shall this Acknowledgment and Consent under any circumstances be interpreted to prevent the City from itself using such funds to complete or cause the completion of the work contemplated by the Acquisition Agreement and Local Improvement District#3 in the event of any default by Spring Mountain Ranch Limited Partnership. Section 3. A copy of this Resolution shall be attached to any signature by City of the Acknowledgment and Consent, and the acceptance by Bank of the Acknowledg- ment and Consent shall be deemed an agreement to the terms of this Resolution, or such signature by the City shall be void. Passed and approved September 23, 1993. Laurence A. Smith, Jr. Mayor AT l'LST: Arthur J. Schmidt, City Clerk 09-20-93 04:52 PM FROM I t SE SJRI'TY IVI'TG DIV ASSIGNMENT SPRING MOUNTAIN RANCH LIMITED PARTNERSHIP ( "SMR" ) , an Idaho - limited partnership, hereby unconditionally - tyafor assigns to FIRST SECURITY BANK OF IDAHO,N.A. ( "Bank" ) ' as see a r repayment of a promissory note of even dates and interest $4, 010 , 000 (the "Note" ) , all of SMRs right, title, to receive proceeds from the sale of $5 .2 milljpn± b©nds,_currentZ�' .- held by the city of McCall, Idaho, No. 3 nsubje t nection to e�following McCall Local Improvement District terms and conditions : 1 . Any funds advanced 'by Bank to SMR pursuant to the Note plus any costs associated therewith or. or. interest thereon is intended to be covered by this Assignment . right to 2 . Bank and SMR' understand that SMR' s g receive proceeds is 'pursuant to an Agreement onfor dated AMaycquisition 1of Improvements of McCall Improvements between the city 12, 1993 (the "Acquisition3 , 1gg3 , and as amended on August Agreement" ) . That portion of the Acquisition Agreement thagn ant pays Ss financing costs is not pursuantd to be covered to the Note are sed to pay bond tunless funds advanced financing costs . 3 . By this Assignment, all of SMR' s right, title, and interest to receive funds for improvements under the m nq uisiof the ton Agreement are hereby assigned to the Bank for repay Note. 4 . This Assignment is effective between the parties by the city of McCall, although regardless of whether approvedof McCall . SMR SMR will attempt to obtain a�haapproval pitol aas full powerf the y and authority to represents and warts make this Assignment and that it currently hsl has right's under the Acquisition Agreement to ell improvements to the city of McCall . items be 5 . No funds shall be released M McCall by nor iSMRll awithout SMR ny offered for purchase to the city first obtaining review and approval of Bank .as to the asset being o purchased and Bank' s determination of whether Bank kt is ndt Development retain proceeds paid out at that timepursuantpartial Loan Agreement . In the event Bankogds in notexercise rcisevenof its aright to receive payment of any or all pr payment by the city of McCall to SMR, Bank does not waive its right to any further or future rights to receive any and all of such payments . • 6 . SMR hereby assigns to Bank all of its other rights under the Acquisition Agreement . Bank will not exercise its rights until it declares a default under the Note. At such time, Bank may complete SMR' s obligations under the Acquisition Agreement or retain a third parity to complete SMR' s obligations . However, in case of the default, Bank is not obligated to complete the Acquisition Agreement . 7 . This Agreement is binding upon the parties hereto, their heirs, successors and assigns, and may not be changed except in writing, This Agreement may not be amended in any manner unless in writing, and it contains the full and complete understanding of the parties with regard to the assignment of proceeds . 8 . This Assignment shall remain in effect until the Note is paid in full . • DATED this 8 day of , , 1993 . SPRING MOUNTAIN RANCH LIMITED PARTNERSHIP,an Idaho limited partnership By: O'Neill Enterprises,Inc., an Idaho corporation, general partner BY.. U C- J-2(1".' Peter S. O'Neill, President ACCEPTED: FIRST SECURITY BANK OF IDAHO,N.A. By 771,..,./ -� C 'Y��.� e .,?�z.,�� ��-- REVIEWE'-) �x AP'-'ROVED FOR•Tr. OUNCILAGENDA ACKNOWLEDGED AND CONSENTED TO: �� DAT 2- CITY CITY OF MCCALL,IDAHO - 445 DAT 0V- 6,09)2/Nit By A �Q 2�u Its ASSIGNMENT—2 090193 / -0 „., , ,31\,_cR hereby a s s i gns to .6a.nk al 1 of i t s other ricihts the Acquisi t i on. Agreemen t , B.anIc will not ex e rc rights un ti,j. i t: Ciecla.res a defa u 7 t under t he Not uc:h timez., 0 Bank ma v comp:Let e •S'",.',/iR's obligations under the Acau.1,s i t j,on Pngreerrient or reta.in a third part,y to complete SitTR's oblicjac4ons . However, L',-1 case of the, defaul.t, Bank: is no fr cipl i.ga t ed to (:.-omp.i.e t.e t.hr_,-. Acquisi t 1 on Agreement '7 „ T.'his Agreement is binding upon the pa..rtleY their heirs, successors and assigns., and may nor be chano•ed except in writing. This Agreement may not be amencied in any „_._ , _ manner unl s.s8 in ,•,7r.i t in cr, and i t con t-a.ins fr he tu 7 and to 1. colip 1 et e understandinc; of- ti.-2e parties 1.-'..rith -2.-ecrard the assignment Of proceeds . 8 . This Assignment sha 1 1 remain in effect un t LI. the. NO t Ei i s paid in full . _ P- .--; o f cl, 9.2 3 ' ,... SPRING MOUNTAIN RANCH LIARTED PARTNERSHIP,an Idaho limited partnership 13:y : O'Neill Enterprises, Inc , an Idaho corpora t i on, general partner ..,......2t --7 ,... ., ....z„,.. , Peter S. 0'rle:.111, 77',rns.icient , ACCEPTED! eTZRST sEculairy DANK. OF mAtio,N,A, ,--3 :,.-- & AP':'ROVED B Y Z---f...-1/.-.;--f..Z. 7.---:-:-':--... .._,.._,.. ''*"..7-'''7 7'”, .-----'-—-r_.-5.--•-- . REVIEWED FOR.....71" OUNCIL AGENDA ommkgr-r- 411115061 A.,oKNow LF r.icAT)Ali')CONSENTED TO: , DAT . - QTY 01,'MCCALL;IDAHO cre-e il,e_ .,,.. „,„‘_„„,„,....... ......--.........--___,-..--- \ \ . ,,i' • \ / . .. \ ,' s:• ' ' • . , .. • , , \4•V- ,Illk 7T ::TTT rL.'= • ASSIGNMENT SPRING' MOUNTAIN RANCH LIMITED PARTNERSHIP i "SMR'' an Idaho 1 •im . teLt partnership, hereby unconditional 1 -' c,;. ... •-i=.:77—v Al 7 - assigns to VMST SE-CUR1TY BANK. OF .i_DAHO, r,;A. ( °.ank." ) .s security for rc4 .i',e it, ofa promissory note of even dab`s ' .--- .lit? �° ' -• .O,C S 5 , O1W , J O ! . ( the Note , al ' r SMR' s right , t iLZe, . and interest to receive 7:L' eeds _ror'' the sale of $5 . 2 Y.LiLL i ' hncuY'r n'C.D.V r ..l 1 by the city M- yy l rr��� i n c r C T1 wit1� t.11 city Of G �- 1 ..�T of 114.�.•�.L. V.�.�1C7, 1 Qli.�~ ..i1 d 1.1\ � �`�� Y McCall Local improvement District No . 3 subject"to the following terms anc, conditions : , Any funds advanced by Bank to SMR pursuant to the Note plus any costs associated therewith or interest thereon is intended to he covered by this Assignment . 2 . Bank and SNP understand that SMR' s s yight to receive proceeds is pursuant to an Agreement for Acquisition of improvements 1 e`•ba ,-wen thecity all 9l n $MR dated May 17 , 1953and as amended on August 12 , 1993 (the Aoquiz.Ltion Agreement''. That portion of the Acau.isit ion creemen.t that :Days financing ng Costs is not intended to be covered by this Assignment unless funds advanced Du'_"suant to the Note are used to pay bond financing toots , 3 , By this Assignment , all of •SM ' s right , title, and interest to receive funds for improvements under the - r At'reF?i:?cric are hereby assigned to the Sank for repayment c:,..- .l'.e Note . n. , This Assignment is effective hetwen the parties regardless of whether approved by. the city of McCall, although. MR will s t.r mot. to obtain arpioval of the city of McCall , MR represents and warrants that it has full fu _l power and author: `y to maks this Assignment BZ, that YL7•rvnr1is the only entity who has riChts under the Acquisition Agreement to sell improvements to the city of McCall , 5 . No funds shall be released nor will any items be offered fo:r purchase to the citv of.. McCall by SMR without ti.14 first obvai.ning review and approval of Bank as to the asset being -;,:duchased sed and Bank' s determination o f whether Bank is eni....t.led to retain proceeds paid out at that time pursuant to the Development Loan aresment . In the event Bane does not exercise its right to receive v'e p yment of any or all proceeds in the event of partial tiayment by the city of 1/1cr".a1.l to SYR, Ban)-: does nr;t waive its right rf i. t o near further t 1'l: u t.._:a •r' .'1*-sreceive r+ and all``_l� --.- �.1 �1: L:r:i, `t" - -u� to ��V�:i.-� � �^1:;� 1..l. ;.,r such payments , , ASSIGNMENT-1r� 0901.'9;1 0320 FSB-SP'TN/JSGIASS,IGT•'MEN /F