HomeMy WebLinkAboutCity Council Resolution 2004-346CERTIFICATION OF MINUTES
Municipality: The City of Plymouth, Minnesota
Governing Body: City Council
Meeting: A meeting of the City Council of The City of Plymouth was held
on the 24th day of August, 2004, at 7:00 p.m. at Plymouth City
Center, 3400 Plymouth Boulevard, Plymouth, Minnesota.
Members present:
Members absent
Documents:
Certification:
Mayor Johnson, Councilmembers Neset, Hewitt, Slavik, Bildsoe,
Stein, and Black.
None.
Resolution No. 2004-346 - Approving of the Assumption of
Indebtedness with Respect to Variable Rate Demand Multifamily
Revenue Refunding Bonds, Series 2003 (Parkside Apartments
Project), and the Execution of Amendments to the Trust Indenture,
Financing Agreement, Regulatory Agreement and Related
Documents.
I, Sandra R. Paulson, City Clerk of the City of Plymouth, Minnesota, do hereby certify
the following:
Attached hereto is a true and correct copy of a resolution on file and of record in the
offices of the City of Plymouth, Minnesota, which resolution was adopted by the Plymouth City
Council, at the meeting referred to above. Said meeting was a regular meeting of the Plymouth
City Council, was open to the public, and was held at the time at which meetings of the City
Council are regularly held. Member Black moved the adoption of the attached resolution. The
motion for adoption of the attached resolution was seconded by Member Stein. A vote being
taken on the motion, the following voted in favor of the resolution:
All members voted in favor.
and the following voted against the resolution:
Whereupon said resolution was declared duly passed and adopted. The attached
resolution is in full force and effect and no action has been taken by the City Council of the City
of Plymouth, Minnesota which would in any way alter or amend the attached resolution.
Witness my hand officially as the City Clerk of the City of Plymouth, Minnesota this
day of August, 2004.
LM
Its City Clerk
RESOLUTION NO. 2004-346
A RESOLUTION OF THE CITY OF PLYMOUTH, MINNESOTA
APPROVING OF THE ASSUMPTION OF INDEBTEDNESS WITH RESPECT
TO VARIABLE RATE DEMAND MULTIFAMILY REVENUE REFUNDING
BONDS, SERIES 2003 (PARKSIDE APARTMENTS PROJECT), AND THE
EXECUTION OF AMENDMENTS TO THE TRUST INDENTURE,
FINANCING AGREEMENT, REGULATORY AGREEMENT AND RELATED
DOCUMENTS
WHEREAS, the City of Plymouth, Minnesota (the "Issuer") is a home rile charter city
duly organized and existing under the Constitution and laws of the State of Minnesota; and
WHEREAS, the Issuer has issued its $9,120,000 Variable Rate Demand Multifamily
Housing Revenue Refunding Bonds (Parkside Apartments Project), Series 2003 (the "Bonds") to
finance a 211 -unit residential rental project known as Parkside Apartments (the "Project") by
Parkside II Limited Partnership, a Minnesota limited partnership (the "Borrower") pursuant to a
Trust Indenture dated as of April 1, 2003, between the Issuer and U.S. Bank National
Association (the "Indenture"); and
WHEREAS, the Issuer has loaned the proceeds of the Bonds to the Borrower pursuant to
a Financing Agreement dated as of April 1, 2003, between the City, the Borrower and the
Trustee (the "Financing Agreement"); and
WHEREAS, the Project is required to be operated under the terms of a Regulatory
Agreement dated as of August 1, 1985, entered into by and between the Issuer, the Trustee and
Parkside at Medicine Lake Partnership, a Minnesota general partnership (the "General
Partnership") whose interests were succeeded to by Parkside LaNel, A Limited Partnership (the
"Prior Owner') as amended by Amendment No. I to Regulatory Agreement dated as of August
1, 1995, entered into by and between the Issuer, the Trustee and the Prior Owner, as amended by
Amendment No. 2 to Regulatory Agreement dated as of April 1, 2003, entered into by and
between the Issuer, the Trustee and the Borrower (together, the "Regulatory Agreement"; the
Regulatory Agreement together with the Financing Agreement and the Indenture, the "Bond
Documents"); and
WHEREAS, the Borrower proposes to sell its interest in the Project and its rights and
obligations under the Bond Documents and related documents (the "Assumption") to Parkside
Apartments at Medicine Lake, LLC (the "Transferee") and
WHEREAS, Transferee is also executing and delivering to Glaser Financial Group, Inc.
(the "Servicer") a Multifamily Note (the "Second Note") evidencing a loan in the original
principal amount of $3,500,000.00 ("Second Loan"); and
WHEREAS, to secure payment and performance of the Second Loan, Transferee is
executing and delivering to Servicer a certain Multifamily Mortgage, Assignment of Rents,
Security Agreement and Fixture Financing Statement (the "Second Security Instrument"), which
creates a second lien upon the property financed;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PLYMOUTH, MINNESOTA THAT:
Section 1. The Issuer hereby consents to the amendment of the Bond Documents and
other documents in connection with the Assumption for the purpose of effecting the Assumption.
Such amendment is expected to occur through the execution of a Master Assumption,
Modification and Release Agreement by the Issuer and other parties thereto, and related
documents (the "Master Assumption"). The Master Assumption shall be substantially in the
form on file with the Issuer on the date hereof, and is hereby approved, with such changes as
shall be approved by the Mayor pursuant to this section, and with such necessary and appropriate
variations, omissions, and insertions as are not materially inconsistent with such form and as the
Mayor, in her discretion, shall determine; provided that the execution thereof by the Mayor shall
be conclusive evidence of such determination. The Mayor and City Manager are hereby
authorized to approve and execute the Master Assumption and related documents necessary in
connection with the Assumption. The Issuer hereby also consents to the Second Loan and
Second Security Agreement.
Section 2. All acts, conditions, and things required by the laws of the State of
Minnesota, relating to the adoption of this resolution and to the execution of the Master
Assumption and the other documents referred to above by the Issuer to happen, exist, and be
performed precedent to and in the enactment of this resolution and precedent to the execution of
the Master Assumption and the other documents referred to above have happened, exist, and
have been performed as so required by law.
Section 3. The City Councilmembers of the Issuer, officers of the Issuer, and
attorneys and other agents or employees of the Issuer are hereby authorized to do all acts and
things required by them by or in connection with this resolution and the Master Assumption and
the other documents referred to above for the fiill, punctual, and complete performance of all the
terms, covenants, and agreements contained in the Master Assumption and the other documents
referred to above, and this resolution.
Section 4. The Mayor and the City Manager of the Issuer are authorized and directed
to execute and deliver any and all certificates, agreements or other documents which are required
in connection with the Master Assumption and all such agreements or representations when
made shall be deemed to be agreements or representations, as the case may be, of the Issuer.
Section 5. If for any reason the Mayor of the Issuer is unable to execute and deliver
those documents referred to in this Resolution, any other member of the City Council of the
Issuer may execute and deliver such documents with the same force and effect as if such
documents were executed by the Mayor. If for any reason the City Manager of the Issuer is
unable to execute and deliver the documents referred to in this Resolution, such documents may
be executed and delivered by any member of the City Council or the Assistant City Manager, as
acting City Manager, with the same force and effect as if such documents were executed and
delivered by the City Manager.
Section 6. This resolution shall be in fiill force and effect from and after its passage.
PASSED AND APPROVED this 24th day of August, 2004.
THE CITY OF PLYMOUTH, MINNESOTA