HomeMy WebLinkAboutResolution - 93-24 - Authorizing Execution of Four Party Agreement and Indemnification of Agreement for Eden Prairie City Center (CPT Building) - 01/19/1993 r
CITY OF EDEN PRAIRIE
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 93- 24
WHEREAS, it is contemplated that the City will enter
into a Series B Lease Agreement and a Series C Lease
Agreement with the Housing and Redevelopment Authority in
and for the City of Eden Prairie, Minnesota ( "HRA" ) ,
dated as of December 1, 1992, whereby the City will lease
and agree to purchase certain land and improvements
thereon as more fully described in the lease agreements,
and hereafter referred to as the "CPT Building" , and
WHEREAS, C. H. Robinson Company ( "CHR" ) occupies a
portion of the CPT Building pursuant to a lease, dated as
of October 16 , 1989, by and between Technology Park
Associates of Eden Prairie, Ltd. , a Minnesota Limited
Partnership, as Landlord, and CHR as Tenant ( "Original
Lease" ) , and
WHEREAS, Norwest Bank Minnesota, National
Association, a national banking association ( "Norwest" ) ,
succeeded to Landlord' s interest under the Original Lease
and the Original lease was amended pursuant to the terms
of a certain Settlement Agreement, dated as of April 26 ,
1991, between Norwest and CHR (the "First Amendment" ) ,
which together with the Original Lease is hereafter
referred to as the "CHR Lease" , and
WHEREAS, it is contemplated that the Landlord' s
interest in the CHR Lease will be assigned to the HRA,
which in turn will assign it to the City, and
WHEREAS, it is desirable that the HRA and City have
CHR' s consent to the assignment of the CHR Lease by
Norwest to the HRA, and thereafter to the City, as well
as certain collateral assignments by the City and HRA to
First Trust National Association, a national banking
association ( "First Trust" ) , Trustee, pursuant to a Trust
Indenture between the HRA and First Trust National
Association, dated as of December 1, 1992, relating to
the sale of bonds for financing of the purchase and
improvement of the CPT Building, and the waiver by CHR of
its right of first refusal with reference to the purchase
of the CPT Building by HRA and subsequently by City and
other consents and/or waivers contained in that certain
Four-Party Agreement among CHR, HRA, City, and First
Trust ( "Four-Party Agreement" ) , and
WHEREAS, pursuant to the Purchase Agreement between
Norwest and HRA, made as of October 29 , 1992, it is
contemplated that the City would be a party to an
Indemnification Agreement in the form and substance set
forth in Exhibit D thereto.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF EDEN PRAIRIE:
That the execution and delivery of the Four-Party
Agreement and the Indemnification Agreement is approved
and authorized.
ADOPTED by the City Counc the 1 th of Ja ary, 1993 .alfa
, 4 . - bak-00
Do gl s B. enpas, Mayor
(Seal)
• ATTEST:
Sohn D. Frane, Clerk