1g. Approve Assignment, Assumption, and Amendment Agreement for Wells Fargo Brokerage Services
CITY OF
CHANHASSEN
7700 Market Boulevard
PO Box 147
Chanhassen, MN 55317
Administration
Phone: 952.227.1100
Fax: 952.227.1110
Building Inspections
Phone: 952.227.1180
Fax: 952,227,1190
Engineering
Phone: 952,227.1160
Fax: 952.227.1170
Finance
Phone: 952,227,1140
Fax: 952.227.1110
Park & Recreation
Phone: 952.227.1120
Fax: 952,227.1110
Recreation Center
2310 Coulter Boulevard
Phone: 952.227.1400
Fax: 952,227.1404
Planning &
Natural Resources
Phone: 952.227.1130
Fax: 952.227.1110
Public Works
1591 Park Road
Phone: 952.227.1300
Fax: 952,227,1310
Senior Center
Phone: 952.227.1125
Fax: 952.227.1110
Web Site
www.ci.chanhassen.mn.us
1.'
B-
TO:
Todd Gerhardt, City Manager ~
Laurie Hokkanen, Assistant City Manager~ i
FROM:
DATE:
September 24, 2009
~.
SUBJ: Assignment, Assumption, and Amendment Agreement for Wells Fargo
Brokerage Services, Control Products Industrial Revenue Bonds
PROPOSED MOTION
The City Council approves the Assignment, Assumption, and Amendment Agreement for
Wells Fargo Brokerage Services.
BACKGROUND
In 1995, the City allowed Control Products to use our bonding authority to issue
$1,275,000 in Industrial Revenue Bonds. By issuing this conduit debt, Control Products
was able to get a lower interest rate. The City has no responsbility for the debt.
The debt is currently held by Wachovia Bank. Wachovia has been purchased by Wells
Fargo Brokerage Services. Wells Fargo has requested the City sign the attached
Assignment, Assumption, and Amendment Agreement.
The Agreement does not change any ofthe original terms or have an effect on the City.
Control Products remains solely responsible for the debt.
RECCOMENDATION
Staff reccomends approval of the Assignment, Assumption, and Amendment Agreement
for Wells Fargo Brokerage Services
ATTACHMENTS
1. Assignment, Assumption, and Amendment Agreement for Wells Fargo
Brokerage Services
G:\Admin\LH\General Economic Development\Wells Fargo IRB assumption.doc
Chanhassen is a Community for Life - Providing for Today and Planning for Tomorrow
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT
THIS ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT, dated
as of August 1, 2009 (this "Assignment Agreement"), is entered into by and between WELLS
FARGO BROKERAGE SERVICES, LLC (as successor to Norwest Bank Minnesota,
National Bank) (the "Assignor") and W ACHOVIA BANK, NATIONAL ASSOCIATION (the
"Assignee").
WITNESSETH:
WHEREAS, the City of Chanhassen, Minnesota (the "Issuer") has issued its $1,275,000
Variable Rate Demand Industrial Development Revenue Bonds, Series 1995 (Building
Management Group, LLC Project) (the "Bonds") pursuant to the terms of that Indenture of Trust,
dated as of December 1, 1995 (the "Indenture"), by and between the Issuer and First Trust
National Association, as trustee (the "Trustee");
WHEREAS, the Issuer has lent the proceeds of the sale of the Bonds to Building
Management Group, LLC (the "Company") pursuant to that Loan Agreement, dated as of
December 1, 1995 (the "Loan Agreement"), by and between the Issuer and the Company;
WHEREAS, the Assignor currently serves as remarketing agent for the Bonds pursuant
to that Remarketing Agreement, dated as of December 1, 1995 (the "Agreement"), by and
between the Assignor and the Company; and
WHEREAS, the Assignor desires to assign all of its rights and duties under the
Agreement and the Assignee desires to accept such rights and assume such duties under the
Agreement on the terms and conditions hereinafter set forth.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereby agree as follows:
ARTICLE I
ASSIGNMENT AND ASSUMPTION
Section 1.01. Effective as of November 6, 2009, the Assignor hereby assigns, transfers
and conveys all of its interests, rights and obligations under the Agreement to the Assignee, and
the Assignee hereby accepts such assignment, transfer and conveyance and assumes all of the
rights and obligations of the Assignor thereunder.
Section 1.02. Effective as of November 6, 2009, the Assignor shall be released from all
duties, obligations and responsibilities under the Agreement and the Assignor's interests, rights
and obligations under the Agreement shall be deemed terminated as to the Assignor; provided,
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however, the Assignor shall remain solely liable for any act or failure to act as a party to the
Agreement prior to November 6,2009.
ARTICLE II
AMENDMENTS TO THE AGREEMENT
Section 2.01. Section 12 of the Agreement is hereby amended by adding the following
Section 12(f) at the end of such Section:
(f) The Remarketing Agent shall be entitled to assign this Agreement, and its
interests, rights and obligations hereunder, without the consent of the Issuer, the
Company, the Bank or any other person, to any subsidiary or affiliate of the Remarketing
Agent which satisfies all requirements set forth in the Indenture to serve as the
remarketing agent for the Bonds, by giving notice to the Company and the Trustee of
such assignment. Such assignee shall immediately assume the interests, rights and
obligations of the Remarketing Agent hereunder and upon such assignment shall for all
purposes become the Remarketing Agent under this Agreement and under the Indenture
without any further action.
ARTICLE III
CHANGE IN NOTICE INFORMATION; DESIGNATION OF PRINCIPAL OFFICE
Section 3.01. Effective as of November 6, 2009, any notices to be delivered to the
Assignee pursuant to the Remarketing Agreement shall be delivered in the manner specified
therein but shall be delivered to the following address, which address the Assignee designates as
its principal office:
To Assignee:
Wachovia Bank, National Association
7th Floor, NC 0612
301 South College Street
Charlotte, NC 28202-6000
Attention: Mr. Todd Bleakney
Telephone: (704) 383-6452
Facsimile: (704) 383-0065
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ARTICLE IV
REPRESENT A TIONS
Section 4.01. Each party hereto represents and warrants to the other that:
(a) this Assignment Agreement has been duly authorized, executed and
delivered by it and, assuming the due authorization, execution and delivery hereof by the
other party hereto, constitutes a legal, valid and binding obligation of it enforceable
against it in accordance with the terms hereof, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally, and subject, as to
enforceability, to general principles of equity regardless of whether enforcement is sought
in a proceeding in equity or at law; and
(b) all consents, authorizations and approvals reqUisIte for its execution,
delivery and performance of this Assignment Agreement have been obtained and remain
in full force and effect and all conditions hereof have been duly complied with, and no
other action by, and no notice to or filing with, any governmental authority or regulatory
body is required for such execution, delivery or performance.
ARTICLE V
DEFINED TERMS
All capitalized terms used in this Assignment Agreement and not otherwise defined shall
have the meaning assigned to such term in the Agreement.
ARTICLE VI
GOVERNING LA W
THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, SECTION 12(B) OF THE AGREEMENT.
ARTICLE VII
HEADINGS
Section headings in this Assignment Agreement are included herein for convenience of
reference only and shall not have any effect for purposes of interpretation or construction of the
terms of this Assignment Agreement.
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City of Chanhassen /WB-RA#80
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ARTICLE VIII
COUNTERPARTS
This Assignment Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties hereto have caused this Assignment Agreement to
be duly executed as of the date first above written.
WELLS FARGO BROKERAGE SERVICES,
LLC, as Assignor
By
Name
Title
W ACHOVIA BANK, NATIONAL
ASSOCIATION, as Assignee
By
Name
Title
[Signature continued on next page]
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City of Chanhassen IWB-RA#80
The undersigned hereby consents and agrees to that Assignment, Assumption and
Amendment Agreement, dated as of August 1, 2009, by and between Wells Fargo Brokerage
Services, LLC, as assignor and Wachovia Bank, National Association, as assignee.
BUILDING MANAGEMENT GROUP, LLC,
as Borrower
By
Name
Title
CITY OF CHANHASSEN, MINNESOTA, as
Issuer
By
Name
Title
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Bank
By
Name
Title
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