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HomeMy WebLinkAboutResolution - 90-64 - Authorizing Consent to Transfer of Project Financed by Housing Development Revenue (Parkway Apartments Limited Partnership Project), Series 1985 - 03/13/1990 r, sr RESOLUTION NO. 70-6 RESOLUTION AUTHORIZING CONSENT TO TRANSFER OF PROJECT FINANCED BY HOUSING DEVELOPMENT REVENUE NOTE (PARKWAY APARTMENTS LIMITED PARTNERSHIP PROJECT) , SERIES 1985 BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota as follows: 1. The City issued its $17,000,000 Housing Development Revenue Note (Parkway Apartments Limited Partnership Project) , Series 1985 (the "Note") on October 8, 1985 and lent the proceeds of the Note to Parkway Apartments Limited Partnership, a Minnesota limited partnership (the "Developer" ) pursuant to a Loan Agreement dated as of October 8, 1985 between the Developer and the City. 2. First Bank National Association, formerly known as First National Bank of Minneapolis (the "Bank" ) , purchased and is the present holder of the Note. 3. In connection with the issuance of the Note the City, the Bank and the Developer entered into a Regulatory Agreement dated as of October 8, 1985 (the "Regulatory Agreement" ) and the Developer executed a Declaration of Restrictive Covenants dated as of October 8, 1985, which Declaration of Restrictive Covenants was recorded in the office of the Hennepin County Recorder on October 9, 1985 as Document No. 5040447 (the "Declaration") . 4. The Developer has agreed to transfer the project financed from the proceeds of the Note (the "Project") to Parkway Properties of Eden Prairie, Inc. , a Minnesota corporation ( "Parkway") . 5 . Section 8 of the Declaration and Section 11 of the Regulatory Agreement provide that the Developer may not sell, transfer or otherwise dispose of the Project without the prior written consent of the City, which consent shall be conditioned solely upon receipt of evidence satisfactory to the City that the purchaser of the Project has assumed in writing and in full the Developer ' s duties and obligations under the Regulatory Agreement, the Declaration and the Developer Loan Documents (as defined in the Regulatory Agreement) and upon receipt of an opinion of Bond Counsel to the effect that such sale, transfer or disposition will not adversely affect the exclusion from federal income taxation of the interest on the Note. a� 6. The City has been provided with forms of an Assumption Agreement attached hereto as Exhibit A and an opinion of Bond Counsel attached hereto as Exhibit B. The City hereby finds that when the Assumption Agreement has been executed and delivered to the City by a transferee of the Project and when the opinion of bond counsel has been executed and delivered by Briggs and Morgan, P.A. or another nationally recognized Bond Counsel, such documents • will constitute evidence satisfactory to the City of the assumption of obligations and continued tax exempt status of the Note for purposes of Section 8 of the Declaration and Section 11 of the Regulatory Agreement. 7. The City also finds that requirements of Section 8 of the Declaration and Section 11 of the Regulatory Agreement will be met by any future transfer of the Project to an entity affiliated with or managed by Equity Financial or the Equity Group, North Riverside Plaza, Chicago, Illinois so long as the transferee shall execute and deliver an Assumption Agreement and an opinion of Bond Counsel in form substantially similar to those attached hereto and no further action of the City shall be necessary to authorize the appropriate officials to execute a consent to sale. 8. The Mayor, City Manager and any other necessary City official are authorized to execute the Consent of Sale attached hereto as Exhibit C and any further consent submitted to the City in accordance with the terms of this Resolution. 9. The execution of any instrument herein authorized by the appropriate officer or officers of the City shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor or City Manager, any of the documents authorized by this Resolution to be executed may be executed by the Acting Mayor or City Manager respectively. Adopted March 13, 1990. Mayor ATTEST: Clerk 18 : 32 CITY OF EDEN PRAIRIE HOUSING DEVELOPMENT REVENUE NOTE • (PARKWAY APARTMENTS LIMITED PARTNERSHIP PROJECT) , SERIES 1985 CONSENT TO SALE This Consent to Sale is made and entered into as of the day of March, 1990 by the City of Eden- 4rairie (the "City" ) . RECITALS 1. The City issued its $17,000,000 Housing Development Revenue Note (Parkway Apartments Limited Partnership Project) , Series 1985 (the "Note" ) on October 8, 1985 and lent the proceeds of the Note to Parkway Apartments Limited Partnership, a Minnesota limited partnership (the "Developer" ) pursuant to a Loan Agreement dated as of October 8, 1985 between the Developer and the City. 2. First Bank National Association, formerly known as First National Bank of Minneapolis (the "Bank") , purchased and is the present holder of the Note. 3. In connection with the issuance of the Note the City, the Bank and the Developer entered into a Regulatory Agreement dated as of October 8, 1985 (the "Regulatory Agreement" ) and the Developer executed a Declaration of Restrictive Covenants dated as of October 8, 1985, which Declaration of Restrictive Covenants was recorded in the office of the Hennepin County Recorder on October 9, 1985 as Document No. 5040447 (the "Declaration" ) . 4. The Developer has agreed to transfer the project financed from the proceeds of the Note (the "Project" ) to Parkway Properties of Eden Prairie, Inc. , a Minnesota corporation ( "Parkway") . 5 . Section 8 of the Declaration and Section 11 of the Regulatory Agreement provide that the Developer may not sell, transfer or otherwise dispose of the Project without the prior written consent of the City, which consent shall be conditioned solely upon receipt of evidence satisfactory to the City that the purchaser of the Project has assumed in writing and in full the Developer 's duties +i ASS TION AGREEMENT This Assumption Agreement is made and entered into the day of March, 1990 by and among the City of Eden Prairie, Minnesota (the "City" ) , PARKWAY PROPERTIES OF EDEN PRAIRIE, INC. , a Minnesota corporation ( "Parkway" ) and FIRST BANK NATIONAL ASSOCIATION, a national banking association, formerly known as First National Bank of Minneapolis (the "Bank" ) . N RECITALS 1. The Bank purchased and is the present holder of that certain $17,000,000 Housing Development Revenue Note (Parkway Apartments Limited Partnership Project) , Series 1985 (the "Note" ) issued by the City. 2. PARKWAY APARTMENTS LIMITED PARTNERSHIP, a Minnesota limited partnership ( "Developer" ) entered into a certain Loan Agreement with the City dated as of October 8, 1985 (the "Loan Agreement" ) pursuant to which, among other things, the City agreed to loan to the Developer the proceeds from the purchase of the Note by the Bank and the Developer agreed to repay the loan at times and in amounts sufficient to pay the sums owing on the Note in full when due. 3. In connection with issuance of the Note, the Developer, City and Bank entered into a Regulatory Agreement dated October • 8, 1985 (the "Regulatory Agreement" ) and the Developer executed a Declaration of Restrictive Covenants dated October 8, 1985 and recorded in the office of the Hennepin County Recorder as Document No. 5040447 (the "Declaration" ) . 4. The Developer has agreed to transfer the property financed from the proceeds of the Note (the "Project") to Parkway. 5. The Declaration and the Regulatory Agreement provide that no transfer of the Project shall be permitted unless the consent of the City is first obtained. The City has given its consent to the transfer of the Project to Parkway on the condition that Parkway assume in writing and in full the Developer 's duties and obligations under the Regulatory Agreement and the Developer Loan Documents (as defined in the Regulatory Agreement) . AGREEMENT NOW THEREFORE, for valuable consideration the parties hereto hereby agree that Parkway shall hereby assume in full all of the Developer ' s duties and obligations under the Regulatory Agreement and Developer Loan Documents as of the date hereof. • 4 and obligations under the Regulatory Agreement, the • Declaration and the Developer Loan Documents (as defined in the Regulatory Agreement) and upon receipt of an opinion of Bond Counsel to the effect that such sale, transfer or disposition will not adversely affect the exclusion from federal income taxation of the interest on the Note. 6. The City has received satisfactory evidence that Parkway has. assumed in writing and in full Developer 's duties and obligations under the Regulatory ' Agrgement, the Declaration and -the Developer Loan Documents' —and an opinion from Bond Counsel to the effect that such sale, transfer or disposition will not adversely affect the exclusion from federal income taxation • of the interest on the Note. CONSENT NOW THEREFORE, in accordance with Section 11 of the Regulatory Agreement and Section 8 of the Declaration, the City hereby consents to the transfer of the property from the Developer to Parkway. IN WITNESS WHEREOF, the City has executed this Consent as of the date first above written. . (SEAL) CITY OF EDEN PRAIRIE B Its Ma r B r 4y STATE OF MINNESOTA ) )ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of March, 1990 by , the Mayor and , the City Manager of the City of Eden Prairie, Minnesota on behalf of such City. Notary Public 18: 30 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. CITY: CITY OF EDEN PRAIRIE, MINNESOTA . � B �z'l/ (SEAL) Mayor r4��� By City Manager PARKWAY: PARKWAY PROPERTIES OF EDEN PRAIRIE, INC. By James W. Roberts, Vice President BANK: FIRST BANK NATIONAL ASSOCIATION By James W. Roberts, Vice President 18:31 • March 1, 1990 • City of Eden Prairie 7600 Executive Drive Eden Prairie, MN 55344 First Bank National Association 200 South Sixth Street .Minneapolis, MN 55480 Re: City of Eden Prairie, Minnesota — $17,000,000 Housing Development Revenue Note, Series 1985 (Parkway Apartments Limited Partnership Project) (the "Note") We understand that Parkway Apartments Limited Partnership, a Minnesota limited partnership (the "Company" ) intends to convey the Project financed with the proceeds of the Note to Parkway Properties of Eden Prairie, Inc. ( "Parkway" ) a wholly owned subsidiary of First Bank National Association (the "Bank" ) the present holder of the Note. By separate Assumption Agreement, Parkway has agreed to assume all of Company' s obligations under the Regulatory Agreement dated October 8, 1985 among the Company, the City of Eden Prairie (the "City") and the Bank (the "Regulatory Agreement" ) , and the Developer Loan Documents as defined therein. • It is our opinion that the conveyance of the Project to Parkway will not affect the tax exempt status of the Note so long as the underlying debt evidenced by the Note and Loan Agreement (as defined in the Regulatory Agreement) is not extinguished. In reaching such conclusion, we are assuming the accuracy of the opinion of Holmes & Graven Chartered as bond counsel dated October 8, 1985 and have done no independent investigation with respect to the tax exempt status of the Note, the use of the proceeds of the Note or the continuing compliance by the City and the Company with the provisions of the Regulatory Agreement and other documents relating to the Note. Very truly yours, Trudy J. Halla TJH/cas 16 :13 March 1, 1990 City of Eden Prairie 7600 Executive Drive Eden Prairie, MN 55344 First Bank National Association 200 South Sixth Street Minneapolis, MN 55480 Re: City of Eden Prairie, Minnesota - $17,000,000 Housing Development Revenue Note, Series 1985 (Parkway Apartments Limited Partnership Project) (the "Note") We understand that Parkway Apartments Limited Partnership, a Minnesota limited partnership (the "Company") intends to convey the Project financed with the proceeds of the Note to Parkway Properties of Eden Prairie, Inc. ( "Parkway") a wholly owned subsidiary of First Bank National Association (the "Bank") the present holder of the Note. By separate Assumption Agreement, Parkway has agreed to assume all of Company's obligations under the Regulatory Agreement dated October 8, 1985 among the Company, the City of Eden Prairie (the "City") and the Bank (the "Regulatory Agreement") , and the Developer Loan Documents as defined therein. It is our opinion that the conveyance of the Project to • Parkway will not affect the tax exempt status of the Note so long as the underlying debt evidenced by the Note and Loan Agreement (as defined in the Regulatory Agreement) is not extinguished. In reaching such conclusion, we are assuming the accuracy of the opinion of Holmes & Graven Chartered as bond counsel dated October 8, 1985 and have done no independent investigation with respect to the tax exempt status of the Note, the use of the proceeds of the Note or the continuing compliance by the City and the Company with the provisions of the Regulatory Agreement and other documents relating to the Note. Very truly yours, Trudy J. Halla TJH/cas 16:13 •