HomeMy WebLinkAboutResolution - 2012-114 - Park at City West Apartments Project Transfer - 08/21/2012 CITY OF EDEN PRAIRIE
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 2012-114
RESOLUTION AUTHORIZING THE CITY OF EDEN PRAIRIE,
MINNESOTA TO CONSENT TO THE TRANSFER OF THE PARK
AT CITY WEST APARTMENTS PROJECT FROM PACW EDEN
PRAIRIE LLC TO PARK AT CITY WEST APARTMENTS, LLC
AND AUTHORIZING, APPROVING AND DETERMINING
CERTAIN OTHER MATTERS IN CONNECTION THEREWITH
WHEREAS, pursuant to that certain Trust Indenture dated as of August 1, 2001 (the
"Indenture"), between the City of Eden Prairie, Minnesota (the "Issuer") and Wells Fargo Bank,
National Association, formerly known as Wells Fargo Bank Minnesota,N.A. (the "Trustee"), the
Issuer has previously issued and there is outstanding $14,905,000 in aggregate principal amount
of its Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (Park at City West
Apartments Project) Series 2001 (the "Bonds"), the proceeds of which were used to fund a
mortgage loan (the "Bond Mortgage Loan") to PACW Eden Prairie LLC (the "Seller"), as
successor to Park at City West Limited Partnership (the "Original Owner"), and the proceeds of
the Bond Mortgage Loan were used to refinance the 288-unit apartment project located in Eden
Prairie, Minnesota, known as Park at City West Apartments (the "Project"); and
WHEREAS, the Seller now desires to sell the Project to Park at City West Apartments,
LLC (the "Buyer") and, pursuant to Section 5.7 of the Financing Agreement, dated as of August
1, 2001 (the "Financing Agreement"), by and among the Issuer, the Trustee and the Original
Owner, must (among other requirements) obtain the prior written consent of the Issuer to such
sale and must also satisfy the requirements under Section 9 of the Second Amended and Restated
Land Use Restriction Agreement, dated as of August 1, 2001 (the "Land Use Restriction
Agreement"), by and among the Issuer, the Trustee, Sumitomo Trust & Banking Co. (U.S.A.)
and the Original Owner; and
WHEREAS, the Bond Mortgage Loan is evidenced by an Amended and Restated
Multifamily Note, dated August 16, 2006 (the "Bond Mortgage Note") delivered to the Issuer
pursuant to the Financing Agreement and assigned to the Trustee; and
WHEREAS, as security for the Bond Mortgage Note, the Original Owner has provided
the Trustee with a Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture
Financing Statement dated as of August 1, 2001 (as amended to date, the "Bond Mortgage") with
respect to the Project;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
EDEN PRAIRIE,MINNESOTA,AS FOLLOWS:
1. Incorporation of Preambles. The City Council hereby finds that, based on
representations by the Seller and the Buyer, all of the recitals contained in the preambles to this
resolution are full, true and correct and does incorporate them into this resolution by this
reference.
2. Consent to Transfer. Upon the satisfaction of all requirements in connection with
the sale or transfer of the Project provided for in the agreements relating to the Bonds, including
the requirements in the Financing Agreement and the Land Use Restriction Agreement, the
Issuer is hereby authorized to provide its written consent to sale of the Project from the Seller to
the Buyer. Such written consent shall be provided substantially in the form included as Exhibit
C to the form of Assignment and Assumption Agreement by and between the Seller and the
Buyer, attached hereto as Exhibit A, with such changes as are determined by the authorized
officer of the Issuer executing the written consent to not be inconsistent with this Resolution
(such execution evidencing such determination).
3. Incidental Action. The officers of the Issuer are hereby authorized and
directed to execute in the name and on behalf of the Issuer any other documents and certificates
necessary to the actions described above. The Mayor, City Manager, City Clerk and other
officers of the Issuer are further authorized and directed to prepare and furnish certified copies of
all of the proceedings and records of the Issuer relating to such actions.
4. Captions. The captions or headings in this Resolution are for convenience
only and shall in no way define, limit, or describe the scope or the intent of any provision hereof.
5. Severability. If any section, paragraph, clause or provision of this Resolution
shall be held invalid or unenforceable, the invalidity or unenforceability of such section,
paragraph, clause or provision shall not affect any of the other provisions of this Resolution.
6 Repealer. All resolutions or orders, or parts thereof, in conflict with the
provisions of this resolution are to the extent of such conflict hereby repealed.
ADOPTED by the Eden Prairie City Council this 21 st day of August, 2012.
ancy ra- o7s-, or
ATTEST:
Ka&een Porta, City Clerk
EXHIBIT A
FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT