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HomeMy WebLinkAbout2015-035 'It �- IQEN HILLS CITY OF ARDEN HILLS COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION NO.2015-035 AUTHORIZING THE ISSUANCE AND SALE OF SENIOR HOUSING REVENUE NOTE (PRESBYTERIAN HOMES OF ARDEN HILLS, INC. PROJECT), SERIES 2015, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $10,000,000; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE NOTE, NOTE PURCHASE AGREEMENT, LOAN AGREEMENT, AND CERTAIN RELATED DOCUMENTS; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES WITH RESPECT TO THE NOTE; AND AUTHORIZING AMENDMENTS TO THE NOTES ISSUED IN CALENDAR YEARS 2011 AND 2012 FOR THE BENEFIT OF PRESBYTERIAN HOMES OF ARDEN HILLS, INC. WHEREAS, the City of Arden Hills, Minnesota (the "City" or the "Issuer") is a statutory city duly organized and existing under the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Chapter 462C, as amended (the "Housing Act"), statutory and home rule cities and other political subdivisions of the State of Minnesota are authorized to carry out the public purposes described therein and contemplated thereby in the financing of multifamily housing developments by issuing revenue obligations to defray, in whole or in part, the development costs of multifamily housing developments, and by entering into any agreements made in connection therewith and by pledging any such agreements as security for the payment of the principal of and interest on any such revenue obligations; and WHEREAS, a multifamily housing development financed under the Act may consist of a multifamily housing development combined with a new or existing health care facility if. (i) the multifamily housing development is designed and intended to be used for rental occupancy; (ii) the multifamily housing development is designed and intended to be used primarily by elderly or physically disabled persons; and(iii)nursing, medical,personal care,and other health related assisted living services are available on a twenty-four hour basis in the multifamily housing development to the residents;and WHEREAS, to finance a program for a multifamily housing development, the Issuer may, upon approval of a housing program with respect to such proposed multifamily housing development, issue and -1- sell revenue bonds or obligations which shall be payable exclusively from the revenues derived from the program and the multifamily housing development; and WHEREAS, in the making of multifamily housing loans and the issuance of revenue bonds or other obligations,the Issuer may exercise any of the powers 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, including the power to issue bonds or notes for the purpose of refunding any bonds or notes of the City then outstanding or any bonds or notes then outstanding issued by an issuer other than the City; and WHEREAS, at the request of Presbyterian Homes of Arden Hills, Inc., a Minnesota nonprofit corporation(the"Borrower"), in order to finance the costs of the demolition of an existing senior housing facility and the acquisition,construction, and equipping of a multifamily housing development consisting of a senior rental housing facility comprised of independent living units, assisted living units, and memory-care units(a combined total of approximately 166 dwelling units)(the"Phase I Project") located at 3120 and 3220 Lake Johanna Boulevard in the City, and to pay certain financing and issuance costs related thereto, (a) in calendar years 2011 and 2012 the City issued the following revenue obligations of the City: (i) Senior Housing Revenue Note (Presbyterian Homes of Arden Hills, Inc. Project), Series 2011A (the "Series 2011A Note"), issued on September 9, 2011, in the original aggregate principal amount of$10,000,000; and (ii) Senior Housing Revenue Note (Presbyterian Homes of Arden Hills, Inc. Project), Series 2012A (the "Series 2012A Note"), issued on January 3, 2012, in the original aggregate principal amount of $10,000,000, and (b) in calendar years 2011 and 2012 the City of Little Canada, Minnesota ("Little Canada") issued the following revenue obligations of Little Canada: (i) Senior Housing Revenue Note (Presbyterian Homes of Arden Hills, Inc. Project), Series 2011B (the "Series 2011B Note"), issued on September 30, 2011, in the original aggregate principal amount of$10,000,000; and (ii) Senior Housing Revenue Note (Presbyterian Homes of Arden Hills, Inc. Project), Series 2012B (the "Series 2012B Note"), issued on January 19, 2012, in the original aggregate principal amount of $2,000,000; and WHEREAS, the Series 2011A Note, Series 2011B Note, Series 2012A Note, and Series 2012B Note (collectively, the "Prior Notes") were sold to Bremer Bank, National Association (the "Lender"); and WHEREAS, the proceeds derived from the sale of the Series 2011A Note were loaned to the Borrower under the terms and conditions of a Loan Agreement, dated as of September 1, 2011 (the "Series 2011A Loan Agreement"), between the City and the Borrower;the proceeds derived from the sale of the Series 2011B Note were loaned to the Borrower under the terms and conditions of a Loan Agreement, dated as of September 1, 2011 (the"Series 2011B Loan Agreement'),between Little Canada and the Borrower; the proceeds derived from the sale of the Series 2012A Note were loaned to the Borrower under the terms and conditions of a Loan Agreement, dated as of January 1, 2012 (the "Series 2012A Loan Agreement'),between the City and the Borrower; and the proceeds derived from the sale of the Series 2012B Note were loaned to the Borrower under the terms and conditions of a Loan Agreement, dated as of January 1, 2012 (the "Series 2012B Loan Agreement'), between Little Canada and the Borrower; and WHEREAS, in order to secure its obligations under the Series 2011A Loan Agreement,the Series 201113 Loan Agreement, the Series 2012A Loan Agreement, and the Series 2012B Loan Agreement (collectively, the "Prior Loan Agreements"), the Borrower executed and delivered to the City and Little Canada a Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents, dated September 9, 2011 (the"First Mortgage"), from the Borrower, as mortgagor,to the City and Little Canada, as mortgagees;and -2- WHEREAS,the City and Little Canada assigned to the Lender their right,title and interest in and to the First Mortgage pursuant to the terms of an Assignment of Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents, dated as of January 1, 2012 (the"Assignment of First Mortgage"); and WHEREAS, construction of the Phase I Project has been completed and the Borrower has requested that the City assist in the development of a senior housing facility comprised of forty (40) independent-living, rental apartments to be located in two buildings (twenty(20) apartments per building), together with necessary common areas and community space (the "Phase 11 Project"), to be located at 3200 Lake Johanna Boulevard in the City;and WHEREAS, the Borrower has requested that the City issue its Senior Housing Revenue Note (Presbyterian Homes of Arden Hills, Inc. Project), Series 2015 (the"Series 2015 Note"or"Note"), in the original aggregate principal amount of$10,000,000; and WHEREAS, the Series 2015 Note is proposed to be sold to the Lender, under the terms and conditions of a Note Purchase Agreement, dated on or after July 1, 2015 (the "Note Purchase Agreement"),between the City,the Borrower,and the Lender; and WHEREAS, the proceeds derived from the sale of the Series 2015 Note are proposed to be loaned to the Borrower under the terms and conditions of a Loan Agreement, dated on or after July 1, 2015 (the"Loan Agreement"),between the City and the Borrower; and WHEREAS, the interests of the City in the Loan Agreement, including loan repayments to be made by Borrower thereunder, are proposed to be assigned (subject to the retention of certain reserved rights of the City)to the Lender under the terms of an Assignment of Loan Agreement, dated on or after July 1, 2015 (the "Assignment of Loan Agreement"), between the City, the Lender, and the Borrower; and WHEREAS, the obligations of the Borrower under the terms of the Loan Agreement and the Assignment of Loan Agreement will be secured by a Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents, dated on or after July 1, 2015 (the "Second Mortgage"), from the Borrower in favor of the City, an Assignment of Mortgage, Security Agreement, Fixture Financing Statement, and Assignment of Leases and Rents, dated on or after July 1,2015 (the "Assignment of Second Mortgage"),from the City in favor of the Lender, and by a Collateral Assignment of Contract for Private Development, dated on or after July 1,2015 (the"TIF Assignment"), between the City,the Borrower,and the Lender;and WHEREAS, in accordance with the terms of an agreement between the Borrower and the Lender, the Borrower has requested that the City approve certain amendments to the outstanding Series 2011A Note and Series 2012A, in conjunction with the issuance of the Note; and WHEREAS, in accordance with the terms of an agreement between the Borrower and the Lender, the Borrower has also requested that Little Canada approve certain amendments to the outstanding Series 2011B Note and Series 2012B, in conjunction with the issuance of revenue obligations of Little Canada; and WHEREAS, the City has been advised by Kennedy & Graven, Chartered, as bond counsel to the City ("Bond Counsel'), that the proposed amendments to the Notes constitute a significant modification to the Prior Notes and will cause a reissuance of the Prior Notes under federal income tax -3- law and regulations and, upon the effective date of such amendments,the Prior Notes will be treated as if they were refunded on such dates; and WHEREAS, the Series 2015 Note will constitute a revenue obligation of the City secured solely by: (i)the revenues derived from the Loan Agreement; and(ii)certain security provided by the Borrower to the Lender, as the purchaser of the Series 2015 Note, including a mortgage lien on the Phase II Project, and additional security and collateral required by the Lender; and WHEREAS, the amended Series 2011A Note (the "Amended Series 201 lA Note")will continue to constitute a revenue obligation of the City secured by: (i)the revenues derived from the Series 2011A Loan Agreement; and(ii)certain security including a mortgage lien on the Phase I Project, and additional security and collateral required by the Lender; and WHEREAS, the amended Series 2011B Note (the "Amended Series 2011B Note")will continue to constitute a revenue obligation of Little Canada secured by: (i) the revenues derived from the Series 201113 Loan Agreement; and (ii) certain security including a mortgage lien on the Phase I Project, and additional security and collateral required by the Lender; and WHEREAS, the amended Series 2012A Note (the "Amended Series 2012A Note") will continue to constitute a revenue obligation of the City secured by: (i)the revenues derived from the Series 2012A Loan Agreement; and(ii)certain security including a mortgage lien on the Phase I Project, and additional security and collateral required by the Lender; and WHEREAS, the amended Series 2012B Note (the "Amended Series 2012B Note")will continue to constitute a revenue obligation of Little Canada secured by: (i) the revenues derived from the Series 2012B Loan Agreement; and (ii) certain security including a mortgage lien on the Phase I Project, and additional security and collateral required by the Lender; and WHEREAS, the Lender has agreed to purchase the Series 2015 Note in a manner consistent with the policies of the City relating to the issuance and sale of non-rated conduit revenue bonds; and WHEREAS, the Series 2015 Note, the interest on the Series 2015 Note, the Amended Series 2011A Note, and the interest on the Amended Series 2011A Note, the Amended Series 2012A Note, and the interest on the Amended Series 2012A Note: (i) shall not constitute general or moral obligations of the City and shall be payable solely from the revenues pledged therefor; (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; and(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 Loan Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ARDEN HILLS,MINNESOTA,AS FOLLOWS: 1. For the purposes described in this resolution, there is hereby authorized the issuance of the Series 2015 Note in the original aggregate principal amount not to exceed $10,000,000. The Series 2015 Note shall bear interest at such rates, shall be in such denomination, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other details and provisions as are prescribed in the form of the Series 2015 Note on file with the City on the date hereof. All of the provisions of the Series 2015 Note, 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. -4- 2. The Series 2015 Note shall be a special limited obligation of the City payable solely from revenues of the Project, in the manner provided in this resolution and the Loan Agreement. The Series 2015 Note does not constitute a general or moral obligation of the City, or a pledge of the faith and credit or any taxing powers of the City, the State of Minnesota, or any political subdivision thereof. The City hereby authorizes and directs the Mayor of the City (the "Mayor") and the Administrator of the City(the "City Administrator")to execute the Series 2015 Note, and to deliver the Series 2015 Note to the Lender, and hereby authorizes and directs the execution of the Series 2015 Note in accordance with its respective terms and the terms of this resolution. The Mayor and the City Administrator are hereby authorized to approve the interest rate on the Series 2015 Note, approve changes to the maturity schedule, optional and mandatory redemption terms, and other terms and provisions of the Series 2015 Note; provided that the maturity date for the Note shall not be later than the date set forth in the form of the Series 2015 Note on file with the City on the date hereof. 3. The Note shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Note 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 Note, and to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. 4. The proceeds derived from the sale of the Series 2015 Note shall be loaned by the City to the Borrower pursuant to the terms and conditions of the Loan Agreement. The loan repayments to be made by the Borrower under the Loan Agreement are to be determined so as to produce revenues sufficient to pay the principal of, premium, if any, and interest on the Series 2015 Note when due. The Loan made pursuant to the Loan Agreement and the City's rights to the loan repayments and certain other rights under the Loan Agreement shall be assigned to the Lender as security for payment of the Series 2015 Note pursuant to the terms of the Assignment of Loan Agreement. The Series 2015 Note, the Loan Agreement, and the Assignment of Loan Agreement shall be substantially in the forms on file with the City on the date hereof, and are hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor and City Administrator, in their discretion, shall determine, and the execution and delivery thereof by the Mayor and City Administrator shall be conclusive evidence of such determination. The Series 2015 Note, the Loan Agreement, and the Assignment are directed to be executed in the name and on behalf of the City by the Mayor and the City Administrator. All of the provisions of the Loan Agreement and the Assignment of Loan Agreement,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 Assignment of Second Mortgage and the TIF Assignment shall be substantially in the forms on file with the City on the date hereof, and are hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor and City Administrator, in their discretion, shall determine, and the execution and delivery thereof by the Mayor and City Administrator shall be conclusive evidence of such determination. The Assignment of Second Mortgage and the TIF Assignment are directed to be executed in the name and on behalf of the City by the Mayor and the City Administrator. 6. The offer of the Lender to purchase the Series 2015 Note at a price of par is hereby accepted. The Mayor and the City Administrator are hereby authorized and directed to execute and deliver the Note Purchase Agreement. All of the provisions of the Note Purchase 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 -5- execution and delivery thereof. The Note Purchase Agreement shall be substantially in the form now on file with the City which is hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City Administrator, in their discretion, shall determine, and the execution of the Note Purchase Agreement by the Mayor and the City Administrator shall be conclusive evidence of such determination. 7. The City has not participated in the preparation of any disclosure documents relating to the offer and sale of the Series 2015 Note and has made no independent investigation with respect to the information contained in any such disclosure documents. The City assumes no responsibility for the sufficiency, accuracy, or completeness of any information set forth in any such disclosure documents. 8. The Amended Series 2011A Note and Amended Series 2012A Note, in the forms now on file with the City, are hereby approved. The Mayor and the City Administrator are hereby authorized and directed to execute the Amended Series 2011A Note, and to deliver the Amended Series 2011 A Note to the Lender in exchange for the original Series 2011A Note on such date as will ensure that, under applicable federal income tax law and regulations,the Amended Series 2011A Note will not be deemed to be part of a single issue of tax-exempt obligations that includes the Amended Series 2011A Note and the Series 2015 Note, the Amended Series 2012A Note, the Amended Series 2011B Note, or the Amended Series 2012B Note. The Amended Series 2011A Note shall include such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor and City Administrator, in their discretion, shall determine, and the execution and delivery thereof by the Mayor and City Administrator shall be conclusive evidence of such determination. The Mayor and the City Administrator are hereby authorized and directed to execute the Amended Series 2012A Note, and to deliver the Amended Series 2012A Note to the Lender in exchange for the original Series 2012A Note on such date as will ensure that, under applicable federal income tax law and regulations, the Amended Series 2012A Note will not be deemed to be part of a single issue of tax-exempt obligations that includes the Amended Series 2012A Note and the Series 2015 Note, the Amended Series 2011A Note, the Amended Series 2011B Note, or the Amended Series 2012B Note. The Amended Series 2012A Note shall include such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor and City Administrator, in their discretion, shall determine, and the execution and delivery thereof by the Mayor and City Administrator shall be conclusive evidence of such determination. All of the provisions of the Amended Series 2011 A Note and the Amended Series 2012A Note, 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. The Amended Series 2011 A Note and Amended Series 2012A Note shall continue to constitute special limited obligations of the City payable solely from revenues of the Phase I Project, in the manner provided in this resolution and the Series 2011A Loan Agreement or the Series 2012A Loan Agreement. The Amended Series 2011A Note and the Series 2012A Note do not constitute general or moral obligations of the City, or a pledge of the faith and credit or any taxing power of the City,the State of Minnesota,or any political subdivision thereof. 9. The City has not participated in the preparation of any disclosure documents relating to the offer and sale of the Series 2015 Note or the amendments to the Amended Series 2011A Note and Amended Series 2012A Note and has made no independent investigation with respect to the information contained in any such disclosure documents. The City assumes no responsibility for the sufficiency, accuracy,or completeness of any information set forth in any such disclosure documents. 10. The Mayor, the City Administrator, and other officers of the City are authorized and directed to prepare and furnish to the Lender and to Bond Counsel certified copies of all proceedings and records of the City relating to the Series 2015 Note, the Amended Series 2011A Note, and the Amended Series 2012A Note, and such other affidavits and certificates as may be required to show the facts relating -6- to the legality of the Series 2015 Note,the Amended Series 2011A Note, and the Amended Series 2012A Note as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 11. The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom, and additions thereto as may be necessary and appropriate and approved by the officials authorized herein to execute said documents, which approval shall be conclusively evidenced by the execution thereof. The Mayor, the City Administrator, and other officers and employees of the City are hereby authorized to execute and deliver, on behalf of the City, all other certificates, instruments, and other written documents that may be requested by Bond Counsel, the Lender, or other persons or entities in conjunction with the issuance of the Series 2015 Note or the amendments to the Amended Series 2011A Note and the Amended Series 2012A Note and the expenditure of the proceeds of the Series 2015 Note. Without imposing any limitations on the scope of the preceding sentence, such officers and employees are specifically authorized to execute and deliver a certificate relating to federal tax matters including matters relating to arbitrage and arbitrage rebate, a receipt for the proceeds derived from the sale of the Series 2015 Note or the delivery of the Amended Series 201 IA Note and the Amended Series 2012A Note, a general certificate of the City, and an Information Return for Tax-Exempt Private Activity Bonds Issues, Form 8038 (Rev. April 2011)with respect to the Series 2015 Note and the Amended Series 2011A Note and the Amended Series 2012A Note. 12. The City hereby approves one or more mortgages, including the Second Mortgage, one or more guaranty agreements, one or more collateral assignments, one or more assignments of leases and rents, one or more security agreements, and one or more security documents to be delivered by the Borrower to secure timely payment of the Series 2015 Note, the Amended Series 2011A Note, and the Amended Series 2012A Note, substantially in the forms to be delivered by the Borrower or related entities. 13. All covenants, stipulations, obligations, representations, and agreements of the City contained in this resolution or contained in the Loan Agreement,the Assignment of Loan Agreement, or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representations, and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed upon the City by the provisions of this resolution or of the Loan Agreement, the Assignment of Loan Agreement, or the other documents referred to above shall be exercised or performed by the City, or by such officers, board, body, or agency as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the Loan Agreement, the Assignment of Loan Agreement, or other documents referred to above shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any elected official, officer, agent, or employee of the City in that person's individual capacity, and neither the members of the City Council nor any officer or employee executing the Series 2015 Note, the Amended Series 2011A Note, or the Amended Series 2012A Note shall be liable personally on the Series 2015 Note, the Amended Series 2011A Note, or the Amended Series 2012A Note or be subject to any personal liability or accountability by reason of the issuance thereof. 14. Except as herein otherwise expressly provided, nothing in this resolution or in the Loan Agreement, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation, other than the City and the registered and beneficial owners of the Series 2015 Note and the -7- Amended Series 2011A Note and the Amended Series 2012A Note, any right, remedy, or claim, legal or equitable,under and by reason of this resolution or any provision hereof or of the Loan Agreement or any provision thereof; this resolution, the Loan Agreement and all of their provisions being intended to be, and being for the sole and exclusive benefit of the City, the Lender (or subsequent registered owners of the Series 2015 Note, the Amended Series 2011A Note, or the Amended Series 2012A Note issued or amended under the provisions of this resolution and the Loan Agreement), and the Borrower to the extent expressly provided in the Loan Agreement. 15. In case any one or more of the provisions of this resolution, or of the documents mentioned herein, or of the Series 2015 Note, the Amended Series 2011A Note, or the Amended Series 2012A Note issued or amended hereunder(other than provisions expressing any limitation on the liability of the City) 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 documents, or of the Series 2015 Note, the Amended Series 201 IA Note, or the Amended Series 2012A Note but this resolution, the aforementioned documents, and the Series 2015 Note,the Amended Series 2011A Note, or the Amended Series 2012A Note shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. 16. 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 2015 Note or the amendment of the Amended Series 2011A Note and the Amended Series 2012A Note, and to the execution of the Loan Agreement, the Assignment of Loan Agreement, and the other documents referred to above to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Series 2015 Note or the amendment of the Amended Series 2011A Note and the Amended Series 2012A Note, and precedent to the execution of the Loan Agreement , the Assignment of Loan Agreement, and the other documents referred to above have happened,exist,and have been performed as so required by law. 17. The members of the City Council, officers of the City, and attorneys and other agents or employees of the City are hereby authorized to do all acts and things required by them by or in connection with this resolution and the Loan Agreement and the other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Series 2015 Note, the Amended Series 2011A Note, the Amended Series 201,A Note, the Loan Agreement, the Assignment of Loan Agreement, and the other documents referred to above, and this resolution. 18. If for any reason the Mayor is unable to execute and deliver those documents referred to in this resolution, any other member of the City Council, or any officer of the City duly delegated to act on behalf of the Mayor, 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 Administrator 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 any officer of the City duly delegated to act on behalf of the City Administrator, with the same force and effect as if such documents were executed and delivered by the City Administrator. 19. The Borrower has agreed and it is hereby determined that any and all costs incurred by the City in connection with the financing of the Phase II Project will be paid by the Borrower. It is understood and agreed that the Borrower shall indemnify the City against all liabilities, losses, damages, costs, and expenses (including attorney's fees and expenses incurred by the City) arising with respect to the Phase II Project, or the Series 2015 Note, the Amended Series 2011A Note, or the Amended Series 2012A Note as provided for and agreed to by and between the Borrower and the City in the Loan Agreement. -8- 20. The City hereby consents to the amendments incorporated into the Amended Series 2011B Note and the Amended Series 2012B Note and delivery of the Amended Series 2011B Note and Amended Series 2012B Note. 21. The City hereby determines that the reasonably anticipated amount of tax-exempt obligations which will be issued by the City during calendar year 2015 does not exceed$10,000,000. For purposes of the preceding sentence, the term "tax-exempt obligation" does not include the tax-exempt obligations described in Section 265(b)(3)(C)(ii)or in Section 265(b)(3)(D)of the Internal Revenue Code of 1986, as amended(the"Code"). The Series 2015 Note is hereby designated as a"qualified tax-exempt obligation" by the City for the purposes of Section 265(b)(3) of the Code for calendar year 2015. The Amended Series 2011A Note and the Amended Series 2012A Note will be deemed designated as "qualified tax-exempt obligations"under the provisions of Section 265(b)(3)(D)of the Code. 22. This resolution shall be in full force and effect from and after its passage. ADOPTED BY THE CITY COUNCIL OF THE CITY OF ARDEN HILLS,MINNESOTA, THIS 29TH DAY OF JUNE,2015. By CG v ti David Grant,Mayor Attest: By tt l Amy Dietl, City herk AR200-16(SEL) 463027v.2 -9-