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HomeMy WebLinkAboutResolution 9558RESOLUTION NO.9558 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA APPROVING CONSENT TO OWNERSHIP CHANGE IN SILVER LAKE COMMONS PROJECT WHEREAS, the city of Mounds View ("City") previously entered into a development agreement for real property located within the City, dated December 21 ", 1998 (the "Agreement"); and WHEREAS, the Agreement, along with the various other documents cited therein, included various ongoing obligations which would need to be satisfied by the Silver Lake Commons Project (the "Property"); and WHEREAS, the Property is currently owned by Burnsville Parkway Estates LLC ("Burnsville Parkway"); and WHEREAS, the City previously acknowledged and consented to a change in the form of Burnsville Parkway, as well as a modification to the Management Agreement entered into between the City Burnsville Parkway; and WHEREAS, neither of the previous consents abridged or released any obligations with respect to the ongoing ownership or operation of the Property; and WHEREAS, Burnsville Parkway has entered into an agreement to sell the Property to Silver Lake Commons LLC, a Minnesota limited liability company formed under the laws of the state of Minnesota (the "Buyer"); and WHEREAS, the Agreement requires that the City consent to any change in ownership related to the Property; and WHEREAS, Burnsville Parkway has requested that the City acknowledge and consent to the change in the ownership by signing the Assignment and Assumption of Housing Development Agreement attached hereto as Exhibit A, and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED, that the above -referenced recitals are incorporated herein to this Resolution; and NOW, THEREFORE, BE IT RESOLVED, that the City does hereby acknowledge and consent to the change in ownership, subject to the terms contained herein. Nothing herein shall be Res 9558 Page 2 of 2 interpreted or construed to alter, substitute, or abrogate any duty, obligation, or benefit belonging to any party under the Agreement or any amendment thereto. Further, the City's consent is hereby expressly condition on the Buyer's ongoing obligation to meet all of the requirements of the Agreement, and any other requirement which may otherwise be applicable to the Property or as would have applied to the current owner, had there not been a transfer in ownership. The sole purpose and scope of the City's acknowledgement and consent is to the change in ownership of the Property, as it relates to the Agreement, and therefore the City's approval shall have no relationship to any substantive term of the Agreement, any amendment thereto, or any other obligation as it exists with relation to the Property. Subject to the conditions contained in this Resolution, the City authorizes execution of the Assignment and Assumption of Housing Development Agreement (Exhibit A), and the Assignment and Assumption of Regulatory and Operating Agreement (Exhibit B) by the Mayor and Assistant City Administrator; and NOW, THEREFORE, BE IT FURTHER RESOLVED THAT, the City's execution of Exhibit A and Exhibit B, is contingent upon the owner's completion of a Point of Sale Inflow/Infiltration inspection (and repair, if necessary), to the satisfaction of the City; and NOW, THEREFORE, BE IT FINALLY RESOLVED THAT, the Assistant City Administrator, Mayor, and City's attorneys are hereby authorized and directed to take any and all additional steps and actions necessary or convenient to file or record the appropriate documents to facilitate the directives of the City Council as provided herein in order to accomplish the intent of this Resolution. Adopted by the City Council of the City of Mounds View this 10' day of March, 2022. CITY OF MOUNDS VIEW Carol A. Mueller, M yor ATTEST: -A_ Brian B an, Assistant City Administrator SEAL: EXHIBIT A ASSIGNMENT AND ASSUMPTION OF HOUSING DEVELOPMENT AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF HOUSING DEVELOPMENT AGREEMENT the "Assignment") is made and entered into the day of March, 2022 ("Effective Date") by and between Burnsville Parkway Estates LLC, a Minnesota limited liability company ("Assignor") and Silver Lake Commons LLC, a Minnesota limited liability company ("Assignee"). Recitals A. Assignor, as successor in interest to the "Owner", is a party to that certain Housing Development Agreement dated December 21, 1998 (as thereafter assigned to Assignor, the "Development Agreement") for that certain development known as Silver Lake Commons and located at 2665 Highway 10 NE, Mounds View, Minnesota and legally described on Exhibit A attached hereto (the "Pro e ") with the Minneapolis Public Housing Authority in and for the City of Minneapolis ("MPHA"), and the City of Mounds View, Minnesota (the "Qjy"; the MPHA and the City shall be hereinafter collectively referred to as the "Authorities"). B. Assignor, in connection with its sale of the Property to Assignee, desires to transfer, assign, convey, set over, and deliver all of its right, title, and interest in, to, and under the Development Agreement to Assignee, and Assignee wishes to assume all of Assignor's duties, liabilities, and obligations thereunder. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties mutually covenant and agree as follows: 1. Assi nment and Assum ption. Assignor does hereby transfer, assign, convey, set over, and deliver unto Assignee all of Assignor's right, title, and interest in, to, and under the Development Agreement as of the Effective Date. Assignee does hereby assume and agree to perform all of Assignor's duties, liabilities, and obligations in, to, and under the Development Agreement as of the Effective Date. 2. Indemnity. Assignee shall indemnify, defend, and hold harmless Assignor from and against any and all claims, including without limitation, reasonable attorneys' fees arising out of or relating to the Development Agreement from and after the Effective Date. Assignor shall indemnify, defend, and hold harmless Assignee from and against any and all claims, including without limitation, reasonable attorneys' fees arising out of or relating to the Development Agreement prior to the Effective Date. 3. Release. From and after the Effective Date, and by virtue of the promises and agreements contained herein, Assignor is hereby released from any and all obligations and duties owing from Assignor to the Authorities and the United States Department of Housing and Urban Development ("HUD") under the terms of the Development Agreement. 4. Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 5. Successors and Assigns. This Assignment shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. 6. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the Minnesota. Remainder of the page left blank; signature pages follow] IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the day and year first above written. STATE OF MINNESOTA ss. COUNTY OF Assignor BURNSVILLE PARKWAY ESTATES LLC By: Print Name: Title: The foregoing instrument was acknowledged before me this the day of March, 2022, by of Burnsville Parkway Estates LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public STATE OF MINNESOTA ss. COUNTY OF Assignee SILVER LAKE COMMONS LLC By; Lang Lang Guo, Manager The foregoing instrument was acknowledged before me this day of March, 2022, by Lang Lang Guo, the Manager of Silver Lake Commons LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public CONSENT BY AUTHORITIES AND HUD By its execution below, the Authorities and HUD hereby consent to this Assignment, acknowledge that Assignor has performed all obligations and duties owing from Assignor to the Authorities and HUD arising or to be performed under the Development Agreement prior to the Effective Date as defined in the Assignment, and hereby releases Assignor from any and all obligations and duties owing from Assignor to the Authorities and HUD under the terms of the Development Agreement from and after the Effective Date as defined in the Assignment. DATED this day of 2022. MPHA MINNEAPOLIS PUBLIC HOUSING AUTHORITY IN AND FOR THE CITY OF MINNEAPOLIS By: Print Name: Title: HUD UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT Print Name: Title: CITY THE CITY OF MOUNDS VIEW, MINNESOTA By: Print Name: Title: By: — Print Name: Title: EXHIBIT B ASSIGNMENT AND ASSUMPTION OF REGULATORY AND OPERATING AGREEMENT THIS ASSIGNMENT AND ASSUMPTION OF REGULATORY AND OPERATING AGREEMENT (the "Assignment") is made and entered into the day of March, 2022 ("Effective Date") by and between Burnsville Parkway Estates LLC, a Minnesota limited liability company Assignor") and Silver Lake Commons LLC, a Minnesota limited liability company ("Assignee"). Recitals A. Assignor, as successor in interest to the "Owner", is a party to that certain Regulatory and Operating Agreement dated December 21, 1998 (as thereafter assigned to Assignor, the "ROA") for that certain development known as Silver Lake Commons and located at 2665 Highway 10 NE, Mounds View, Minnesota and legally described on Exhibit A attached hereto (the "Property") with the Minneapolis Public Housing Authority in and for the City of Minneapolis ("MPHA"), and the City of Mounds View, Minnesota the "CLty"; the MPHA and the City shall be hereinafter collectively referred to as the "Authorities"). B. Assignor, in connection with its sale of the Property to Assignee, desires to transfer, assign, convey, set over, and deliver all of its right, title, and interest in, to, and under the ROA to Assignee, and Assignee wishes to assume all of Assignor's duties, liabilities, and obligations thereunder, provided that Assignor shall retain the obligation to cure any existing defaults. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties mutually covenant and agree as follows: 1. Assignment and Assumption. Other than the obligation of Assignor to cure the Existing Defaults, Assignor does hereby transfer, assign, convey, set over, and deliver unto Assignee all of Assignor's right, title, and interest in, to, and under the ROA as of the Effective Date. Assignee does hereby assume and agree to perform all of Assignor's duties, liabilities, and obligations in, to, and under the ROA as of the Effective Date, with the exception of the obligation to submit a 2020 audited financial statement, which obligation the Assignee shall assume although arising prior to the Effective date of transfer. More specifically, Assignee assumes the obligation to forward to MPHA a 2020 audited financial statement to MPHA within 60 days of closing. The failure to submit such a report will be considered a default under the ROA that this Assignee is assuming. 2. Indemnity. Assignee shall indemnify, defend, and hold harmless Assignor from and against any and all claims, including without limitation, reasonable attorneys' fees arising out of or relating to the ROA from and after the Effective Date. Assignor shall indemnify, defend, and hold harmless Assignee from and against any and all claims, including without limitation, reasonable attorneys' fees arising out of or relating to the ROA prior to the Effective Date. 3. Existing Defaults. Notwithstanding anything in this Assignment to the contrary, Assignor shall continue to be obligated to cure any existing defaults as is required by the ROA. Assignor must, within ninety (90) days after the date hereof, cure any existing defaults. 4. Release. From and after the Effective Date, and by virtue of the promises and agreements contained herein, Assignor is hereby released from any and all future obligations and duties owing from Assignor to the Authorities and the United States Department of Housing and Urban Development ("HUD") under the terms of the ROA to the extent such duties and obligations arise after the Effective Date. 5. Counterparts. This Assignment may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. 6. Successors and Assigns. This Assignment shall be binding on and inure to the benefit of the parties hereto and their respective successors and assigns. 7. Governing Law. This Assignment shall be governed by and construed in accordance with the laws of the Minnesota. Remainder of the page left blank; signature pages follow] IN WITNESS WHEREOF, the parties hereto have executed this Assignment as of the day and year first above written. STATE OF MlNNESOTA ss. COUNTY OF Assignor BURNSVILLE PARKWAY ESTATES LLC By: Print Name: Title: The foregoing instrument was acknowledged before me this the day of March, 2022, by of Burnsville Parkway Estates LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public STATE OF MINNESOTA COUNTY OF Assignee SILVER LAKE COMMONS LLC By: Print Name: Title: SS. The foregoing instrument was acknowledged before me this day of , 2022, by ,.the of Silver Lake Com- mons LLC, a Minnesota limited liability company, on behalf of the limited liability company. Notary Public CONSENT BY AUTHORITIES AND HUD By its execution below, the Authorities and HUD hereby consent to this Assignment, and hereby release Assignor from any and all future obligations and duties arising after the Effective Date as defined in the Assignment. Nothing in this Agreement shall waive, compromise, impair, or prejudice airy right HUD may have against the Assignor for any violation of this Assignment And Assumption Of Regulatory And Operating Agreement that may have occurred prior to the Effective Date. DATED this day of _ 2022. MPHA MINNEAPOLIS PUBLIC HOUSING AUTHORITY IN AND FOR THE CITY OF MINNEAPOLIS By: Print Name: Title: HUD UNITED STATES DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT By: _ Print Name: Title: CITY THE CITY OF MOUNDS VIEW, MINNESOTA By: Print Name: Title: By: Print Name: Title: