Loading...
HomeMy WebLinkAbout25-158 - ADMIN Resolution - City Council - 2025/12/01Resolution No. 25-158 Authorizing the issuance of multifamily housing revenue notes for the benefit of Beltline Apartments Limited Partnership; approving a housing program; and authorizing the execution of related documents Be it resolved by the city council (the “city council”) of the City of St. Louis Park, Minnesota (the “city”) as follows: Section 1. Recitals. 1.01. Pursuant to Minnesota Statutes, chapter 462C, as amended (the “housing act”), the city is authorized to carry out the public purposes described in the housing act by providing for the issuance of revenue obligations to provide funds to finance multifamily housing developments located within the city, and as a condition to the issuance of such revenue obligations, adopt a housing program providing the information required by Section 462C.03, subdivision 1a, of the housing act. 1.02. Beltline Apartments Limited Partnership, a Minnesota limited partnership (the “borrower”), has proposed that the city issue one or more series of tax-exempt or taxable revenue obligations (the “notes”) in an estimated aggregate principal amount not to exceed $14,500,000 for the benefit of the borrower for the purposes of (i) financing the acquisition, construction, and equipping of an approximately 82-unit multifamily rental housing development and facilities functionally related and subordinate thereto to be located at or about 3120 Monterey Ave. South in the city (the “project”), which will be owned and operated by the borrower; (ii) funding any required reserve funds; (iii) financing capitalized interest during the construction of the project, if necessary; and (iv) paying the costs of issuing the notes. 1.03. On June 16, 2025, the city council adopted a resolution authorizing the submission of an application to the office of Minnesota Management and Budget for an allocation of bonding authority with respect to the notes to finance the project in accordance with the requirements of Minnesota Statutes, chapter 474A, as amended (the “allocation act”), and providing preliminary approval for the sale and issuance of the notes for the project. 1.04. On July 7, 2025, the city received Certificate of Allocation No. 513 from the Minnesota Department of Management and Budget allocating bonding authority to the city in the amount of $14,500,000 from the State of Minnesota (the “state”), pursuant to the allocation act. 1.05. In accordance with the housing act, the city has prepared a housing program (the “housing program”) to authorize the issuance by the city of the notes to finance the project, Docusign Envelope ID: 37C10A08-89B5-4E08-9DD2-84E158031B4F and the housing program was prepared and submitted to Metropolitan Council for its review and comment. 1.06. A notice of public hearing (the “public notice”) was published in the Sun Sailor, the official newspaper of and a newspaper of general circulation in the city, with respect to the required public hearing under section 147(f) of the Internal Revenue Code of 1986, as amended (the “code”), and section 462C.04, subdivision 2 of the housing act. 1.07. The public notice was published at least ten (10) days before the regularly scheduled meeting of the city council, and on the date hereof, the city council conducted a public hearing on the housing program and the issuance of the notes at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing. 1.08. Cedar Rapids Bank and Trust Company, an Iowa banking corporation, or another financial institution selected by the borrower (the “lender”), intends to purchase the notes. Section 2. The housing program, in the form substantially on file with the city, is hereby approved. Section 3. The notes. 3.01. The borrower has requested that the city issue, sell, and deliver one or more series of the notes in the maximum estimated aggregate principal amount of $14,500,000. The city may issue two separate series of the notes (the “series 2025A note” and the “series 2025B note,” respectively). 3.02. The city is authorized to issue two series of notes (i.e., as the series 2025A note and the series 2025B note) or issue the notes as one series so long as the principal amount of any note does not exceed $14,500,000. The final determination to issue separate series or one series shall be made prior to the issuance of the notes. Sections 4 and 5 hereof set forth the terms for separate series of notes. Section 4. The series 2025A note. 4.01. The proceeds derived from the sale of the series 2025A note will be loaned by the city to the borrower (the “series 2025A loan”) pursuant to the terms of a loan agreement (the “series 2025A loan agreement”) between the city and the borrower. 4.02. The series 2025A loan agreement requires the borrower to make loan repayments to produce revenue sufficient to pay the principal of, premium, if any, and interest on the series 2025A note when due. The city will assign its rights to the loan repayments, basic payments, and certain other rights under the series 2025A loan agreement to the lender Docusign Envelope ID: 37C10A08-89B5-4E08-9DD2-84E158031B4F pursuant to the terms of an assignment of loan agreement (the “series 2025A assignment of loan agreement”) between the city and the lender. 4.03. As security for the repayment of principal of and interest on the series 2025A loan, the borrower will execute and deliver to the city a mortgage agreement (the “series 2025A mortgage”) to be assigned by the city to the lender pursuant to an assignment of mortgage (the “series 2025A mortgage assignment”) or such other collateral as determined by the lender, including but not limited to one or more guaranties. 4.04. The series 2025A note will be issued pursuant to this resolution and the housing act and allocation act (together, the “act”), and the notes and the interest thereon (i) shall be payable solely from the revenues pledged therefor under the series 2025A loan agreement and additional sources of revenues provided by or on behalf of the borrower, which will be assigned to the lender pursuant to the series 2025A assignment of loan agreement; (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 series 2025A loan agreement and the revenues and assets thereunder, which will be pledged to the lender; and (v) shall not constitute a general or moral obligation of the city. 4.05. The city acknowledges, finds, determines, and declares that the issuance of the series 2025A note is authorized by the act and is consistent with the purposes of the act and that the issuance of the series 2025A note, and the other actions of the city under the series 2025A loan agreement, the series 2025A assignment of 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 housing act, and furthers the purposes of the housing act. In authorizing the issuance of the series 2025A note 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 individuals and families of low or moderate income and otherwise furthering the purposes and policies of the act. 4.06. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the series 2025A note. 4.07. The series 2025A note shall bear interest at the rates, shall be designated, shall be numbered, shall be dated, shall mature, shall be in the aggregate principal amount, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the form of the series 2025A note now on file with the city, with the amendments referenced herein. The city hereby authorizes the series 2025A note to be issued, in whole or in part, as a “tax-exempt obligation,” the interest on which is not includable in gross income for federal and state income tax purposes. Docusign Envelope ID: 37C10A08-89B5-4E08-9DD2-84E158031B4F 4.08. All of the provisions of the series 2025A 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 series 2025A note shall be substantially in the form on file with the city, which form is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of the series 2025A note, the stated maturities of the series 2025A note, the interest rates on the series 2025A note and the terms of redemption of the series 2025A note) as the mayor and the city manager, in their discretion, shall determine. The execution of the series 2025A note with the manual or facsimile signatures of the mayor and the city manager and the delivery of the series 2025A note by the city shall be conclusive evidence of such determination. 4.09. The series 2025A note shall be a special, limited obligation of the city payable solely from the revenues provided by the borrower pursuant to the series 2025A loan agreement, including revenues derived from the project. The city council hereby authorizes and directs the mayor and the city manager to execute the series 2025A note in accordance with the terms thereof. 4.10. The mayor and the city manager are hereby authorized and directed to execute and deliver the series 2025A loan agreement, the series 2025A assignment of loan agreement, the series 2025a note, series 2025A mortgage assignment, and any consents, subordinations, and such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the series 2025a note (the “series 2025a documents”). All of the provisions of the series 2025A loan agreement and the series 2025A assignment of 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. The series 2025A documents shall be substantially in the forms on file with the city which are hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof with respect to the issuer and as the mayor and the city manager, in their discretion, shall determine, and the execution thereof by the mayor and the city manager shall be conclusive evidence of such determinations. Section 5. The series 2025B note. 5.01. The proceeds derived from the sale of the series 2025B note will be loaned by the city to the borrower (the “series 2025B loan”) pursuant to the terms of a Loan Agreement (the “series 2025B loan agreement”) between the city and the borrower. 5.02. The series 2025B loan agreement requires the borrower to make loan repayments to produce revenue sufficient to pay the principal of, premium, if any, and interest on the series 2025B note when due. The city will assign its rights to the loan repayments, basic payments, and certain other rights under the series 2025B loan agreement to the lender Docusign Envelope ID: 37C10A08-89B5-4E08-9DD2-84E158031B4F pursuant to the terms of an Assignment of Loan Agreement (the “series 2025B assignment of loan agreement”) between the city and the lender. 5.03. As security for the repayment of principal of and interest on the series 2025B loan, the borrower will execute and deliver to the city a mortgage agreement (the “series 2025B mortgage”) to be assigned by the city to the lender pursuant to an assignment of mortgage (the “series 2025B mortgage assignment”) or such other collateral as determined by the lender, including but not limited to one or more guaranties and a collateral assignment of interest in tax increment revenue note. 5.04. The series 2025B note will be issued pursuant to this resolution and the act, and the notes and the interest thereon (i) shall be payable solely from the revenues pledged therefor under the series 2025B loan agreement and additional sources of revenues provided by or on behalf of the borrower, which will be assigned to the lender pursuant to the series 2025B assignment of loan agreement; (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 series 2025B loan agreement and the revenues and assets thereunder, which will be pledged to the lender; and (v) shall not constitute a general or moral obligation of the city. 5.05. The city acknowledges, finds, determines, and declares that the issuance of the series 2025B note is authorized by the act and is consistent with the purposes of the act and that the issuance of the series 2025B note, and the other actions of the city under the series 2025B loan agreement, the series 2025B assignment of 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 housing act, and further the purposes of the housing act. In authorizing the issuance of the series 2025B note 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 individuals and families of low or moderate income and otherwise furthering the purposes and policies of the act. 5.06. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the series 2025B note. 5.07. The series 2025B note shall bear interest at the rates, shall be designated, shall be numbered, shall be dated, shall mature, shall be in the aggregate principal amount, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the form of the series 2025B note now on file with the city, with the amendments referenced herein. The city hereby authorizes the series 2025B Docusign Envelope ID: 37C10A08-89B5-4E08-9DD2-84E158031B4F note to be issued, in whole or in part, as a “tax-exempt obligation,” the interest on which is not includable in gross income for federal and state income tax purposes. 5.08. All of the provisions of the series 2025B 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 series 2025B note shall be substantially in the form on file with the city, which form is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of the series 2025B note, the stated maturities of the series 2025B note, the interest rates on the series 2025B note and the terms of redemption of the series 2025B note) as the mayor and the city manager, in their discretion, shall determine. The execution of the series 2025B note with the manual or facsimile signatures of the mayor and the city manager and the delivery of the series 2025B note by the city shall be conclusive evidence of such determination. 5.09. The series 2025B note shall be a special, limited obligation of the city payable solely from the revenues provided by the borrower pursuant to the series 2025B loan agreement, including revenues derived from the project. The city council hereby authorizes and directs the mayor and the city manager to execute the series 2025B note in accordance with the terms thereof. 5.10. The mayor and the city manager are hereby authorized and directed to execute and deliver the series 2025b loan agreement, the series 2025b assignment of loan agreement, the series 2025b note, series 2025B mortgage assignment, and any consents, subordinations, and such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the series 2025b note (the “series 2025b documents”). All of the provisions of the series 2025b loan agreement and the series 2025b assignment of 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. The series 2025b documents shall be substantially in the forms on file with the city which are hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof with respect to the issuer and as the mayor and the city manager, in their discretion, shall determine, and the execution thereof by the mayor and the city manager shall be conclusive evidence of such determinations. 5.11. Based on a final determination to be made by the borrower, the borrower may determine that only one series of notes is necessary. If such a determination is made, the series 2025B note will not be issued by the city. Section 6. Agreements and requirements applicable to the notes. 6.01. To ensure compliance with certain rental and occupancy restrictions imposed by the act and section 142(d) of the code, and to ensure compliance with certain restrictions Docusign Envelope ID: 37C10A08-89B5-4E08-9DD2-84E158031B4F imposed by the city, the mayor and city manager are also hereby authorized and directed to execute and deliver a Regulatory Agreement (the “regulatory agreement”) between the city, the borrower, and the lender. All of the provisions of the regulatory 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. The regulatory agreement shall be substantially in the form on file with the city which is hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof and as the mayor and the city manager, in their discretion, shall determine, and the execution thereof by the mayor and the city manager shall be conclusive evidence of such determinations. 6.02. To provide a portion of the financing for the project, the city will consider making a loan to the borrower in the estimated principal amount of $1,793,238.00 (the “subordinate loan”) from its Affordable Housing Trust Fund. The mayor and the city manager are hereby authorized to execute and deliver, on behalf of the city, a master subordination agreement (the “subordination agreement”) between the lender, the city, as the issuer of the bonds, the city, as the lender of the subordinate loan, any additional subordinate lenders, and the borrower. All of the provisions of the subordination 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. The subordination agreement shall be substantially in the form on file with the city which is hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof and as the mayor and the city manager, in their discretion, shall determine, and the execution thereof by the mayor and the city manager shall be conclusive evidence of such determinations. 6.03. The proceeds of the notes and the subordinate loan are proposed to be disbursed pursuant to a master loan disbursement agreement (the “disbursing agreement”), between the borrower, the city, the lender, the St. Louis Park Economic Development Authority, the borrower’s general partner, guaranty commercial title, inc., and any other parties as determined by the lender. The mayor and the city manager are hereby authorized to execute and deliver, on behalf of the city, the disbursing agreement. All of the provisions of the disbursing 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. The disbursing agreement shall be substantially in the form on file with the city which is hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof and as the mayor and the city manager, in their discretion, shall determine, and the execution thereof by the mayor and the city manager shall be conclusive evidence of such determinations. 6.04. The mayor, the city manager, and the finance director of the city are hereby authorized to execute and deliver, on behalf of the city, such other documents and certificates as are necessary or appropriate in connection with the issuance, sale, and delivery of the notes, Docusign Envelope ID: 37C10A08-89B5-4E08-9DD2-84E158031B4F including the series 2025A mortgage assignment, the series 2025B mortgage assignment, the subordination agreement, the disbursing agreement, various certificates of the city, an Information Return for Tax-Exempt Private Activity Bond Issues, IRS Form 8038, an endorsement of the city to the tax certificate of the borrower, and similar documents, additional subordination agreements, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale, and delivery of the notes. The city hereby authorizes Kutak Rock LLP, Minneapolis, Minnesota, as bond counsel to the city (“bond counsel”), to prepare, execute, and deliver its approving legal opinions with respect to the notes. 6.05. The city hereby authorizes the borrower to provide such security for payment of its obligations under the series 2025A loan agreement and the series 2025B loan agreement and for payment of the notes, including the series 2025A mortgage, series 2025B mortgage, one or more guaranties, a collateral assignment of interest in tax increment revenue note, or any other security agreed upon by the borrower and the lender, and the city hereby approves the execution and delivery of such security. The city hereby authorizes the borrower to disburse the notes as required in the series 2025a loan agreement and the series 2025b loan agreement and any disbursing agreements required by the lender. 6.06. The city will cause to be kept at the office of the city note registers for each of the notes in which, subject to such reasonable regulations as it may prescribe, the city shall provide for the registration of transfers of ownership of the notes. The notes shall be initially registered in the name of the lender and, subject to the limitations on transfer provided herein, shall be transferable upon the note register for the notes by the lender in person or by its agent duly authorized in writing, upon surrender of such note together with a written instrument of transfer satisfactory to the city, duly executed by the lender or its duly authorized agent. The city will require, as a precondition to any transfer, that the transferee provide to the city an investor letter or certification in a form satisfactory to the city and other evidence satisfactory to the city that the transferee is a financial institution or other accredited investor under the securities laws. Upon such transfer the city shall note the date of registration and the name and address of the successor lender in the note register for the applicable note and in the registration blank appearing on the Note; subject to receipt of a purchaser letter or certification as required by section 6.09 hereof. 6.07. In case either of the notes shall become mutilated or be destroyed or lost, the city shall, if not then prohibited by law, cause to be executed and delivered a new note of like outstanding principal amount, number and tenor in exchange and substitution for and upon cancellation of such mutilated note, or in lieu of and in substitution for such note destroyed or lost, upon the lender’s paying of the reasonable expenses and charges of the city in connection therewith, and in the case of a note destroyed or lost, the filing with the city of evidence satisfactory to the city with indemnity satisfactory to it. If the mutilated, destroyed or lost note Docusign Envelope ID: 37C10A08-89B5-4E08-9DD2-84E158031B4F has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new note prior to payment. 6.08. The lender will be required to execute and deliver an investor letter or certification to the city, confirming that the lender is either (a) a “qualified institutional buyer” as defined in Rule 144A promulgated under the Securities Act of 1933, as amended (the “1933 Act”), that purchases each note for its own account or for the account of a qualified institutional buyer, or (b) an “accredited investor” as defined in Regulation D promulgated under the 1933 Act, that purchases the applicable note for its own account and without registration under state or other securities laws, pursuant to an exemption for such sale. The city may deem and treat the person in whose name the applicable note is last registered in the note register and by notation on each note, whether or not such note shall be overdue, as the absolute owner of such note for the purpose of receiving payment of or on account of the principal balance, redemption price or interest and for all other purposes whatsoever, and the city shall not be affected by any notice to the contrary. 6.09. The notes will each be issued to a “qualified institutional buyer” or an “accredited investor” and without registration under state or other securities laws, pursuant to an exemption for such sale; and accordingly the notes may not be assigned or transferred in whole or part, except to another “accredited investor” or “qualified institutional buyer”. The city will require, as a precondition to any transfer, that the transferee provide to the city an investor letter or certification substantially in the form required of, and delivered upon issuance of the Note by the Lender in accordance with Section 6.08 hereof and other evidence satisfactory to the city that the transferee is a “qualified institutional buyer” or other “accredited investor”. Section 7. Additional findings and certifications. 7.01. 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, or in any other document relating to the notes, imposed upon the city 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 officer or employee executing the notes or such documents shall be personally liable on the notes or such documents or be subject to any personal liability or accountability by reason of the issuance thereof or the execution and delivery of such documents. No provision, covenant or agreement contained in the aforementioned documents, the notes, in this resolution, or in any other document relating to the notes, imposed upon the city Docusign Envelope ID: 37C10A08-89B5-4E08-9DD2-84E158031B4F or the breach thereof, shall constitute or give rise to a general or moral obligation of the city or any pecuniary liability of the city or any charge upon its general credit or taxing powers. 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 series 2025A loan agreement and the series 2025B loan agreement which are to be applied to the payment of the notes, as provided therein. 7.02. 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, any holder of the notes 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 notes issued under the provisions of this resolution. 7.03. In case any one or more of the provisions of this resolution, other than the provisions contained herein limiting the liability of the city, city officials, or any officer, employee, or agent of the issuer or related to the nature of the notes as special, limited obligations of the city, or of the aforementioned documents, or of the notes 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 documents, or of the notes, but this resolution, the aforementioned documents, and the notes shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. 7.04. The notes, when executed and delivered, shall contain a recital that they are issued pursuant to the act, and such recital shall be conclusive evidence of the validity of the notes and the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the state relating to the adoption of this resolution, to the issuance of the notes, 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. 7.05. The officers of the city, bond counsel, other attorneys, 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 notes, for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the notes, 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. The electronic signature of a party to any of the documents referenced in this resolution or relating to the notes, including all acknowledgements, authorizations, directions, waivers and consents Docusign Envelope ID: 37C10A08-89B5-4E08-9DD2-84E158031B4F thereto (or any amendment or supplement thereto) shall be as valid as an original signature of such party and shall be effective to bind such party to such documents. Any electronically signed documents shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed, and (iii) to constitute a record established and maintained in the ordinary course of business and an original written record when printed from electronic files. For purposes hereof, (i) “electronic signature” means (a) a manually signed original signature that is then transmitted by electronic means or (b) a signature obtained through DocuSign, Adobe or a similarly digitally auditable signature gathering process; (ii) “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a portable document format (“pdf”) or other replicating image attached to an electronic mail or internet message; and, (iii) “electronically signed document” means a document transmitted by electronic means and containing, or to which there is affixed, an electronic signature. 7.06. The authority to approve, execute and deliver future amendments to the notes, series 2025a loan agreement, series 2025b loan agreement, the series 2025a assignment of loan agreement, the series 2025b assignment of loan agreement, the disbursing agreement, the subordination agreement, any other series 2025 loan documents, any other series 2025b loan documents, and the regulatory agreement (the “financing documents”) entered into by the city in connection with the issuance of the notes and consents required under the financing documents is hereby delegated to the city manager and the mayor, subject to the following conditions: (a) such amendments or consents do not materially adversely affect the interests of the city; (b) such amendments or consents do not contravene or violate any policy of the city, (c) such amendments or consents do not require the consent of the holder or such consent has been obtained; and (d) such amendments or consents are acceptable in form and substance to the counsel retained by the city to review such amendments. 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 mayor and city manager shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of the mayor and city manager, any instrument authorized by this paragraph to be executed and delivered may be executed by the officer of the city authorized to act in his or her place and stead. 7.07. The city has established a governmental program of acquiring purpose investments for qualified residential rental projects. The governmental program is one in which the following requirements of §1.148-1(b) of the federal regulations relating to tax-exempt obligations shall be met: (a) the program involves the origination or acquisition of purpose investments; (b) at least 95% of the cost of the purpose investments acquired under the program represents one or more loans to a substantial number of persons representing the general public, states or political subdivisions, 501(c)(3) organizations, persons who provide housing and related facilities, or any combination of the foregoing; Docusign Envelope ID: 37C10A08-89B5-4E08-9DD2-84E158031B4F (c) at least 95% of the receipts from the purpose investments are used to pay principal, interest, or redemption prices on issues that financed the program, to pay or reimburse administrative costs of those issues or of the program, to pay or reimburse anticipated future losses directly related to the program, to finance additional purpose investments for the same general purposes of the program, or to redeem and retire governmental obligations at the next earliest possible date of redemption; (d) the program documents prohibit any obligor on a purpose investment financed by the program or any related party to that obligor from purchasing bonds of an issue that finances the program in an amount related to the amount of the purpose investment acquired from that obligor; and (e) the city shall not waive the right to treat the investment as a program investment 7.08. The borrower shall pay the administrative fee of the city for the issuance of conduit debt. 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 notes, whether or not the notes are issued, including any costs for reasonable attorneys’ fees. 7.09. It is understood and agreed by the borrower 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 project and the notes as provided for an agreed to by and between the borrower and the city in the series 2025a loan agreement and the series 2025b loan agreement. Section 8. Effective date. This resolution shall be in full force and effect from and after its approval. The approvals contained in the resolution are effective for one year after the date hereof. Reviewed for administration: Adopted by the city council December 1, 2025: Kim Keller, city manager Nadia Mohamed, mayor Attest: Melissa Kennedy, city clerk Docusign Envelope ID: 37C10A08-89B5-4E08-9DD2-84E158031B4F