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HomeMy WebLinkAbout2016-24RESOLUTION 2016 -24 AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF ITS MULTIFAMILY HOUSING REVENUE OBLIGATIONS RELATING TO THE LILY GABLES PROJECT; ADOPTING A HOUSING PROGRAM PURSUANT TO MINNESOTA STATUTES, CHAPTER 462C; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE MULTIFAMILY HOUSING REVENUE OBLIGATIONS AND RELATED DOCUMENTS; PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES WITH RESPECT TO THE MULTIFAMILY HOUSING REVENUE OBLIGATIONS; AND GRANTING APPROVAL FOR CERTAIN OTHER ACTIONS WITH RESPECT THERETO WHEREAS, the City of Columbia Heights, Minnesota (the "City "), is a home rule charter city duly organized and existing under the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act "), the City is authorized to carry out the public purposes described in the Act by issuing revenue bonds or other obligations to finance or refinance multifamily housing developments located within the City, and as a condition to the issuance of such revenue bonds, adopt a housing program providing the information required by Section 462C.03, subdivision la, of the Act; and WHEREAS, in the issuance of revenue bonds or other obligations and in the making of a loan to finance a multifamily housing development, the City may exercise, within its corporate limits, any of the powers that the Minnesota Housing Finance Agency may exercise under Minnesota Statutes, Chapter 462A, as amended, without limitation under the provisions of Minnesota Statutes, Chapter 475, as amended; and WHEREAS, Columbia Heights Leased Housing Associates I, LLLP, a Minnesota limited liability limited partnership (the "Borrower "), has requested that the City issue its multifamily housing revenue obligations under the Act and lend the proceeds thereof to the Borrower to finance the following: (i) the construction and equipping of a multifamily senior housing facility comprised of 191 affordable independent - living rental apartments to be located in a four -story building, together with related common amenity spaces over one floor of underground parking, including a party room, theatre, fitness center, cards /crafts room, salon, library and a landscaped patio, to be located at 3700 5`h Street NE in the City to be known as Lily Gables (the "Project "); (ii) the funding of one or more reserve funds to secure the timely payment of the multifamily housing revenue obligations; (iii) the payment of a portion of the capitalized interest on the multifamily housing revenue obligations; and (iv) the payment of the costs of issuing the multifamily housing revenue obligations; and WHEREAS, the Project is designed and intended to be used primarily by seniors for rental occupancy and each housing unit within the Project shall be occupied by at least one person who is at least age 55 and older; and WHEREAS, a notice of public hearing was published on October 9, 2015 (the "First Public Notice ") in the Sun Focus, the official newspaper and a newspaper of general circulation in the City, at least fifteen days before the public hearing held on October 26, 2015, with respect to: (i) the required public hearing under Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code "); (ii) the required public hearing under Section 462C.04, subdivision 2 of the Act; (iii) a housing program (the "Housing Program" or "Program ") to authorize the issuance by the City of multifamily housing revenue obligations in the aggregate principal amount of approximately $32,000,000 to finance the acquisition, construction, and equipping of the Project; and (iv) preliminary approval of the issuance of the multifamily housing revenue obligations in an amount not to exceed $32,000,000; and WHEREAS, on October 26, 2015, in accordance with the requirements of Section 147(f) of the Code and Section 462C.04, subdivision 2, of the Act, the City Council held a public hearing at which a reasonable opportunity, was provided for interested individuals to express their views, both orally and in writing, with respect to the Project and the proposed issuance of revenue obligations to provide financing for the Project; and WHEREAS, following the public hearing, the City Council adopted Resolution 2015 -86 (the "Preliminary Resolution ") under the terms of which the City: (i) granted preliminary approval to the issuance of multifamily housing revenue obligations in the approximate principal amount of $32,000,000 under the terms of the Act to finance the Project; (ii) authorized the submission of an application to the Minnesota Department of Management and Budget ( "MMB ") for an allocation of bonding authority under Minnesota Statutes, Chapter 474A, as amended (the "Allocation Act "); and (iii) acknowledged the preparation of the Housing Program in accordance with the requirements of the Act and the submission of the Housing Program to the Metropolitan Council for its review and comment; and WHEREAS, the Housing Program was submitted to the Metropolitan Council for its review and comment in accordance with the requirements of the Act, and the Metropolitan Council has provided its comments to the Housing Program and the Project in a letter; and WHEREAS, the Preliminary Resolution constitutes a reimbursement resolution and an official intent of the City to reimburse expenditures with respect to the Project from the proceeds of tax - exempt revenue obligations in accordance with the provisions of Section 1.150 -2 of the Treasury Regulations promulgated under the Code; and WHEREAS, since adoption of the Preliminary Resolution, the projected costs of the Project have increased, and the Borrower has requested a corresponding increase in the amount of the multifamily housing revenue obligations authorized to be issued by the City, from $32,000,0000 (as preliminarily authorized under the Preliminary Resolution) to $35,000,000; and WHEREAS, the proposed increase in the amount of the multifamily housing revenue obligations from that stated in the First Public Notice does not constitute an "insubstantial deviation" under Section 5f.103 -2 of the proposed Treasury Regulations promulgated under Section 147 of Code, and therefore a new public approval process is required; and WHEREAS, a second notice of public hearing was published on February 26, 2016 in the Sun Focus, the official newspaper and a newspaper of general circulation in the City, at least fifteen days before the public hearing held on March 14, 2016, with respect to: (i) the required public hearing under Section 147(f) of the Code; (ii) the required public hearing under Section 462C.04, subdivision 2 of the Act; and (iii) approval of the issuance of the multifamily housing revenue obligations in an amount not to exceed $35,000,000; and WHEREAS, the Borrower has requested that the City issue, sell, and deliver its multifamily housing revenue obligations, in an original aggregate principal amount not to exceed $35,000,000, designated as: (i) Multifamily Housing Revenue Note (Lily Gables Project), Series 2016A (the "Senior 2 Note "); and (ii) Subordinate Multifamily Housing Revenue Bonds (Lily Gables Project), Series 2016B (the "Subordinate Bonds" and collectively with the Senior Note, the "Series 2016 Obligations "); and WHEREAS, the proceeds derived from the sale of the Senior Note will be loaned by the City to the Borrower (the "Senior Loan ") pursuant to the terms of a Project Loan Agreement, dated on or after May 1, 2016 (the "Project Loan Agreement "), by and among the City, a fiscal agent to be determined by the Borrower (the "Fiscal Agent "), and the Borrower; and WHEREAS, the principal of and interest on the Senior Loan will be paid from loan repayments to be made by the Borrower under the terms of the Project Loan Agreement, and as security for the repayment of principal and interest on the Senior Loan, the Borrower will execute and deliver to the City a Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated on or after May 1, 2016 (the "Mortgage "), to be assigned by the City to the Fiscal Agent under the terms of an Assignment of Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated on or after May 1, 2016 (the "Assignment "); WHEREAS, the Senior Note will be issued pursuant to this resolution and a Funding Loan Agreement, dated on or after May 1, 2016 (the "Funding Loan Agreement "), by and among TCF Investments Management, Inc., a Minnesota corporation, or another financial institution selected by the Borrower (the "Funding Lender "), the City, and the Fiscal Agent; and WHEREAS, the Senior Note and the interest on the Senior Note: (i) shall be payable solely from the revenues pledged therefor under the Project Loan Agreement, the Funding Loan Agreement, and the Mortgage; (ii) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in the Project Loan Agreement; and (v) shall not constitute a general or moral obligation of the City; and WHEREAS, the proceeds derived from the sale of the Subordinate Bonds will be loaned by the City to the Borrower (the "Subordinate Loan ") pursuant to the terms of a Subordinate Loan Agreement, dated on or after May 1, 2016 (the "Subordinate Loan Agreement "), by and between the City and the Borrower; and WHEREAS, the Subordinate Bonds will be secured by: (i) an obligation of the Borrower to make loan repayments under the Subordinate Loan Agreement; (ii) a subordinate assignment of all net revenues from the Project; (iii) a pledge and assignment of the Borrower's interest in its Taxable Tax Increment Revenue Note, Series 2007A, originally issued by the Columbia Heights Economic Development Authority on August 3, 2007, as amended (the "TIF Note "), to the repayment of the Subordinate Loan pursuant to the Subordinate Loan Agreement, and an assignment by the City to the Trustee of the City's interest in the Subordinate Loan Agreement and the TIF Note pursuant to a Subordinate Indenture, dated on or after May 1, 2016 (the "Subordinate Indenture "), by and among U.S. Bank National Association, a national banking association (the "Trustee "), and the City, each such pledge and assignment to be further evidenced by an Assignment, Pledge and Security Agreement, to be dated on or after May 1, 2016 (the "Security Agreement "), by and between the Borrower and the Trustee; and (iv) a guaranty provided by Dominiurn Holdings I, LLC and Dominium Holdings II, LLC (collectively, the "Guarantors ") pursuant to a Subordinate Bonds Guaranty Agreement, dated on or after May 1, 2016 the ( "Guaranty "), from the Guarantors to the Trustee; and WHEREAS, the Subordinate Bonds will be issued pursuant to this resolution and the Subordinate Indenture; and WHEREAS, the Subordinate Bonds and the interest on the Subordinate Bonds: (i) shall be payable solely from the revenues pledged therefor under the Subordinate Loan Agreement and the Subordinate Indenture; (ii) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in the Subordinate Loan Agreement and the TIF Note; and (v) shall not constitute a general or moral obligation of the City. WHEREAS, the Senior Note, the Project Loan Agreement, and the Mortgage shall be secured by a first lien on the real estate upon which the Project is proposed to be constructed (the "Project Premises "), together with certain personal property, tangible and intangible, associated and used in connection with the Project Premises and the improvements located on the Project Premises (collectively, the "Collateral ") and the Subordinate Bonds and the Subordinate Loan Agreement shall be secured by a subordinate lien on the Collateral pursuant to a Subordination and Standstill Agreement, dated on or after May 1, 2016 (the "Subordination Agreement "), between and among the Borrower, the Fiscal Agent, and the Trustee; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COLUMBIA HEIGHTS, MINNESOTA AS FOLLOWS: 1. The City acknowledges, finds, determines, and declares that the issuance of the Series 2016 Obligations is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Series 2016 Obligations, and the other actions of the City under the Funding Loan Agreement, the Project Loan Agreement, the Subordinate Indenture, the Subordinate Loan Agreement, and this resolution constitute a public purpose and are in the interests of the City. The Project constitutes a "qualified residential rental project" within the meaning of Section 142(d) of the Code, and a "multifamily housing development" authorized by the Act, and furthers the purposes of the Act. In authorizing the issuance of the Series 2016 Obligations to finance the Project and the related costs, the City's purpose is and the effect thereof will be to promote the public welfare of the City and its residents by providing multifamily housing developments for low or moderate income senior residents of the City and otherwise furthering the purposes and policies of the Act. 2. The Housing Program is hereby adopted, ratified, and approved in all respects without amendment. The preparation of the Housing Program is hereby ratified, confirmed, and approved. The City Manager is hereby authorized to do all other things and take all other actions as may be necessary or appropriate to carry out the Housing Program in accordance with the Act and any other applicable laws and regulations. Pursuant to the Housing Program, all units in the Project shall be occupied by at least one person who is at least 55 years of age at the time of initial occupancy. 3. Under Section 146 of the Code, the Series 2016 Obligations must receive an allocation of the bonding authority of the State of Minnesota. An application for such an allocation must be made pursuant to the requirements of the Allocation Act. The City Council hereby ratifies the authorization granted pursuant to the Preliminary Resolution with respect to the submission of an application for allocation of bonding authority pursuant to Section 146 of the Code and the Allocation Act in accordance with the requirements of the Allocation Act. The Mayor of the City and the City Manager and such other officials of the City who execute and deliver the Series 2016 Obligations and related documents (the "City Officials ") and Kennedy & Graven, Chartered, acting as bond counsel with respect to the Project and the Series 2016 Obligations ( "Bond Counsel "), are hereby authorized and directed to take all actions, in cooperation with the Borrower, as are necessary to submit an application for an allocation of bonding authority to MMB. M 4. For the purposes set forth above, and upon receipt of an allocation of bonding authority from MMB, there is hereby authorized the issuance, sale, and delivery of the Series 2016 Obligations in one or more series in the maximum aggregate principal amount not to exceed $35,000,000. All of the provisions of the Series 2016 Obligations, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. 5. The Series 2016 Obligations shall bear interest at the rates, shall be designated, shall be numbered, shall be dated, shall mature, shall be in the aggregate principal amounts, shall be subject to redemption prior to maturity, shall be in such forms, and shall have such other terms, details, and provisions as are prescribed in the Funding Loan Agreement and the Subordinate Indenture, in substantially the forms now on file with the City, with necessary and appropriate variations, omissions, and insertions (including the addition of a series designation reflecting the year in which the Series 2016 Obligations are issued and any other changes to the titles of the Series 2016 Obligations as deemed appropriate, and changes to the aggregate principal amounts of the Series 2016 Obligations, the stated maturities of the Series 2016 Obligations, the interest rates on the Series 2016 Obligations, and the terms of redemption of the Series 2016 Obligations) as the City Officials, in their discretion, shall determine. The execution of the Series 2016 Obligations with the manual or facsimile signatures of the City Officials and the delivery of the Series 2016 Obligations by the City Officials shall be conclusive evidence of such determination. 6. The City hereby authorizes the Series 2016 Obligations to be issued, in whole or in part, as "tax- exempt bonds," the interest on which is excludable from gross income for federal and State of Minnesota income tax purposes or as taxable bonds. The Series 2016 Obligations shall be special, limited obligations of the City payable solely from the revenues provided by the Borrower pursuant to the Project Loan Agreement and the Subordinate Loan Agreement and other funds pledged pursuant to the Funding Loan Agreement and the Subordinate Indenture, respectively. The City does not pledge its general credit or taxing powers or any funds of the City to the payment of the Series 2016 Obligations. 7. To ensure compliance with certain rental and occupancy restrictions imposed by the Act and Section 142(d) of the Code and to ensure continuing compliance with certain restrictions imposed by the City, the City Officials are also hereby authorized and directed to execute and deliver: (i) a Regulatory Agreement, dated on or after May 1, 2016 (the "Senior Note Regulatory Agreement "), among the City, the Borrower, and the Fiscal Agent; and (ii) a Subordinate Regulatory Agreement, dated on or after May 1, 2016 (the "Subordinate Regulatory Agreement "), among the City, the Borrower, and the Trustee. The Senior Note Regulatory Agreement and the Subordinate Regulatory Agreement (together, the "Regulatory Agreements ") shall be executed and delivered by the City Officials on behalf of the City. All of the provisions of the Regulatory Agreements, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. 8. The Senior Note shall be sold to the Funding Lender under the terms and conditions of the Funding Loan Agreement, and the proceeds derived from the sale of the Senior Note shall be loaned to the Borrower in accordance with the terms and conditions of the Project Loan Agreement. The Subordinate Bonds shall be sold to Dougherty & Company LLC (the "Underwriter ") pursuant to a Bond Purchase Agreement, dated on or after May 1, 2016 (the "Bond Purchase Agreement "), by and among the City, the Borrower, and the Underwriter, and the proceeds derived from the sale of the Subordinate Bonds shall be loaned to the Borrower in accordance with the terms and conditions of the Subordinate Loan Agreement. 5 9. The Borrower shall apply the proceeds of the Senior Loan and the Subordinate Loan to the payment of a portion of the capital costs of the Project and related costs. The loan repayments to be rnade by the Borrower under the Project Loan Agreement and the Subordinate Loan Agreement are to be fixed so as to produce revenues sufficient to pay the principal of, premium, if any, and interest on the Senior Note and the Subordinate Bonds, respectively, when due. 10. The City Council hereby provides that: (i) the Funding Loan Agreement shall provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the owners of the Senior Note, the City, and the Fiscal Agent as set forth therein; and (ii) the Subordinate Indenture shall provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the owners of the Subordinate Bonds, the City, and the Trustee as set forth therein. The Fiscal Agent is hereby appointed as Paying Agent and Bond Registrar for the Senior Note, and the Trustee is hereby appointed as Paying Agent and Bond Registrar for the Subordinate Bonds. All of the provisions of the Funding Loan Agreement and the Subordinate Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. H. . The City Council hereby provides that: (i) the Project Loan Agreement shall provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the City, the Borrower, and the Fiscal Agent as set forth therein; and (ii) the Subordinate Loan Agreement shall provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the City and the Borrower as set forth therein. All of the provisions of the Project Loan Agreement and the Subordinate Loan Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. 12. The Series 2016 Obligations shall be special, limited revenue obligations of the City, the proceeds of which shall be disbursed pursuant to the terms of the Funding Loan Agreement and the Project Loan Agreement and the Subordinate Indenture and the Subordinate Loan Agreement, and the principal, premium, and interest on the Series 2016 Obligations shall be payable solely from the proceeds of the Series 2016 Obligations, the revenues derived from the Project Loan Agreement and the Subordinate Loan Agreement, and the other sources set forth in the Funding Loan Agreement and the Subordinate Indenture. The Series 2016 Obligations shall not be payable from nor charged upon any funds other than the revenues pledged to their payment, nor shall the City be subject to any liability thereon, except as otherwise provided in this paragraph. No owner of the either of the Series 2016 Obligations shall ever have the right to compel any exercise by the City of any taxing powers of the City to pay either of the Series 2016 Obligations or the interest or premium thereon, or to enforce payment thereof against any property of the City except the interests of the City in the Project Loan Agreement, the Subordinate Loan Agreement, and the revenues and assets thereunder, which will be assigned to the Fiscal Agent (with respect to the Project Loan Agreement) and the Trustee (with respect to the Subordinate Loan Agreement). The Series 2016 Obligations shall recite that the Series 2016 Obligations are issued pursuant to the Act, and that the Series 2016 Obligations, including interest and premium, if any, thereon, is payable solely from the revenues and assets pledged to the payment thereof, and the Series 2016 Obligations shall not constitute a debt of the City within the meaning of any constitutional or statutory limitations. 13. The Funding Loan Agreement, the Project Loan Agreement, the Senior Note Regulatory Agreement, the Subordinate Indenture, the Subordinate Loan Agreement, and the Subordinate Regulatory Agreement are substantially in the form or forms now on file with the City, are hereby approved, with such necessary and appropriate variations, omissions, and insertions as are approved by Bond Counsel, as do not materially adversely change the substance thereof with respect to the City, and as the City R Officials, in their discretion, shall determine, and the execution thereof by the City Officials shall be conclusive evidence of such determinations. 14. The Security Agreement, the Guaranty, and the Subordination Agreement shall be substantially in the forms now on file with the City which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, and as the Borrower, the Trustee, and the Fiscal Agent, in their discretion, shall determine. 15. The City Officials are hereby authorized and directed to execute and deliver the following documents (collectively, the "Financing Documents "): (A) the Senior Note, the Project Loan Agreement, the Funding Loan Agreement, the Senior Note Regulatory Agreement, the Assignment, a Note Purchase Agreement, dated on or after May 1, 2016, if requested by the purchaser of the Senior Note (the "Note Purchase Agreement "), any consents or documents necessary in connection with the transfer of the Senior Note to the Federal Home Loan Mortgage Corporation, including without limitation, an amended and restated note, and such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Senior Note; and (B) the Subordinate Bonds, the Subordinate Loan Agreement, the Subordinate Indenture, the Subordinate Regulatory Agreement, the Bond Purchase Agreement, and such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Subordinate Bonds. The City Officials are hereby authorized and directed to execute and deliver the following closing documents (collectively, the "Closing Documents "): (i) one or more certificates of the City; (ii) an Information Return for Tax - Exempt Private Activity Bond Issues, Form 8038; (iii) an endorsement to a tax certificate of the Borrower relating to arbitrage, rebate, and other tax matters; and (iv) similar documents. All of the provisions of the Financing Documents and the Closing Documents, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. 16. The City hereby authorizes Bond Counsel to prepare, execute, and deliver its approving legal opinions with respect to the Series 2016 Obligations and related matters. 17. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the City or by such members of the City Council, or such officers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council, or any officer, agent, or employee of the City in that person's individual capacity, and neither the City Council nor any City Officials executing the Series 2016 Obligations shall be personally liable on the Series 2016 Obligations or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the aforementioned Financing Documents, Closing Documents, or in any other document relating to the Series 2016 Obligations, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give rise to a general or moral obligation of the City, or create or establish any pecuniary liability of the City, or create or establish any charge upon the general credit or taxing powers of the City. In making the agreements, provisions, covenants, and representations set forth in such documents, the City has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Project Loan Agreement and 7 the Subordinate Loan Agreement which are to be applied to the payment of the Series 2016 Obligations, as provided therein. 18. Simultaneously with the execution and delivery of the Financing Documents, there shall be delivered to the City the following: (i) an opinion of counsel to the Borrower as to such matters as shall be required by the City and Bond Counsel; (ii) one or more opinions of Bond Counsel as may be required by the City, the Funding Lender, counsel to the Funding Lender, the Fiscal Agent, the Borrower, and counsel to the Borrower; and (iii) such other opinions, instruments, and documents as the City may require as a condition to the issuance of the Series 2016 Obligations and the other actions of the City authorized by this resolution. 14. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the City, and any holder of the Series 2016 Obligations issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provisions hereof, this resolution, the aforementioned documents, and all of their provisions being intended to be and being for the sole and exclusive benefit of the City, and any holder from time to time of the Series 2016 Obligations issued under the provisions of this resolution. 20. In case any one or more of the provisions of this resolution (other than the provisions limiting the liability of the City, the City Officials, or any officer, employee, or agent of the City contained herein), or of the aforementioned Financing Documents or Closing Documents, or of the Series 2016 Obligations issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned Financing Documents or Closing Documents, or of the Series 2016 Obligations, but this resolution, the aforementioned documents, and the Series 2016 Obligations shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. 21. The Series 2016 Obligations, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recitals shall be conclusive evidence of the validity of the Series 2016 Obligations and the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Series 2016 Obligations, and to the execution of the aforementioned documents to happen, exist, and be performed precedent to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. 22. The City will not participate in the preparation of any disclosure document relating to the offer and sale of the Series 2016 Obligations (the "Disclosure Documents "), and will make no independent investigation with respect to the information contained in any Disclosure Documents and the City assumes no responsibility for the sufficiency, accuracy, or completeness of such information, except for any information contained therein describing the City, or litigation with respect to the City. The City hereby consents to the distribution of the Disclosure Documents. The City hereby approves the execution and delivery by the Borrower (and any guarantor of the obligations of the Borrower) of any continuing disclosure agreement prepared and delivered for the benefit of the Funding Lender or the Trustee or any successors or assigns. 23. The authority to approve, execute, and deliver future amendments to the Financing Documents or other documents executed and delivered by the City in connection with the issuance of the Series 2016 Obligations is hereby delegated to the City Officials, subject to the following conditions: (i) such amendments do not materially adversely affect the interests of the City; (ii) such amendments do not contravene or violate any policy of the City; and (iii) such amendments are acceptable in form and substance to Bond Counsel. The authorization hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as may be required to demonstrate compliance with the agreements being amended and the terms of this resolution. The execution of any instrument by the City Officials shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. 24. The City Officials, Bond Counsel, other attorneys, engineers, and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Series 2016 Obligations, for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Series 2016 Obligations, the aforementioned documents, and this resolution. If for any reason the Mayor or the City Manager is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by any member of the City Council or any officer of the City delegated the duties of the Mayor or the City Manager with the same force and effect as if such documents were executed and delivered by the Mayor or the City Manager. 25. The Borrower shall pay the administrative fee of the City when due in accordance with the terms of the Project Loan Agreement and the Subordinate Loan Agreement. The Borrower will also pay, or, upon demand, reimburse the City for payment of, any and all costs incurred by the City in connection with the Project and the issuance of the Series 2016 Obligations, whether or not the Series 2016 Obligations are issued, including any costs for reasonable attorneys' fees. 26. This resolution shall be in full force and effect from and after its approval. Passed this 14th day of March, 2016 Offered by: Williams Seconded by: Schmitt Roll Call: All Ayes Attest ,,� ajiL, 64-�w Katie Bruno, City Clerk /Council Secretary I