HomeMy WebLinkAboutResolution - 2012-150 - Park at City West Apartments Subordinate Loan - 11/20/2012 CITY OF EDEN PRAIRIE
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 2012-150
RESOLUTION AUTHORIZING THE EXECUTION OF A CONSENT TO
THE NEW OWNER OF THE PARK AT CITY WEST APARTMENTS
PROJECT BORROWING A SUBORDINATE LOAN IN AN AMOUNT UP
TO $7,500,000 FROM CBRE CAPITAL MARKETS, INC. TO BE
SECURED BY A SUBORDINATE LIEN ON SAID PROJECT 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 the Buyer desires to finance a portion of the cost of acquiring the Project
from the Seller with the proceeds of a subordinate loan from CBRE Capital Markets, Inc
("CBRE") in an amount up to $7,500,000 (the Subordinate Loan"), which Subordinate Loan will
be secured by a Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture
Financing Statement that will be recorded against the Project and will be subordinate to the lien
securing the Bond Mortgage Loan (the"Subordinate Lien"); and
WHEREAS, CBRE will assign the Subordinate Loan and the Subordinate Lien to Federal
National Mortgage Association("Freddie Mac"); and
WHEREAS, 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, the Buyer must (among other requirements) obtain the prior written consent of the Issuer
to such Subordinate Loan and Subordinate Lien and trust 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;
NOW,THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
EDEN PRAIRIE,MINNESOTA,AS FOLLOWS:
L Incorporation of Preambles. The City Council hereby finds that, based on
representations by 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 Subordinate Loan. Upon the satisfaction of all requirements in
connection with the Subordinate Loan and Subordinate Lien provided for in the Financing
Agreement and the Land Use Restriction Agreement, the Issuer is hereby authorized to provide
its written consent to the Subordinate Loan and Subordinate Lien. Such written consent shall be
provided substantially in the form 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.
S. 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 20th day of November, 2012.
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ATTEST:
Ci4 Clerk,Kathleen Porta
EXHIBIT A
FORM OF ISSUER CONSENT
CONSENT OF ISSUER
The City of Eden Prairie, a Minnesota municipal corporation(the"City"), consents to the
borrowing by Park at City West Apartments, LLC from CBRE Capital Markets, Inc. of a loan in
an amount up to $7,500,000 (the "Subordinate Loan") to be secured by a Multifamily Mortgage,
Assignment of Rents, Security Agreement and Fixture Financing Statement(the"2012
Mortgage"), which 2012 Mortgage will be subordinate to the Multifamily Mortgage, Assignment
of Rents, Security Agreement and Fixture Financing Statement between Park at City West
Limited Partnership and the City dated as of August 1, 2001 that secures the City's $14,905,000
Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (Park at City West
Apartments Project) Series 2001.
Nothing in this Consent shall be deemed to make the undersigned or the Issuer a party to the
Subordinate Loan for any purpose.
Dated: November 2012
THE CITY OF EDEN PRAIRIE,
MINNESOTA, as Issuer
Nancy-Tyra-Lukens, Mayor
Rick Getschow, City Manager