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HomeMy WebLinkAbout05-120 - ADMIN Resolution - City Council - 2005/05/19RESOLUTION NO. 05-120 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (KNOLLWOOD PLACE APARTMENTS PROJECT), SERIES 2005, PAYABLE SOLELY FROM REVENUES PLEDGED PURSUANT TO THE INDENTURE; AND AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF ITS MULTIFAMILY HOUSING REVENUE NOTE (KNOLLWOOD PLACE APARTMENTS PROJECT), SERIES 2005, PAYABLE SOLEY FROM REVENUES PLEDGED PURSUANT TO A LOAN AGREEMENT; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS, T':11NOTE AND T RELATED DOCUMENTS; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES WIT RESPECT TO THE BONDS AND THE NOTE. :I WHEREAS, the City of St. Louis Park, Minnesota (the "City"), is a home rule city duly organized and existing under its Charter and 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 "Act"), the City is authonzed to carry out the public purposes descnbed therein and contemplated thereby by issuing its revenue bonds to provide funds to finance multifamily housing developments within its boundanes, and is authonzed to enter into any agreements made in connection therewith and pledge those agreements as security for the payment of the pnncipal of and interest on any such revenue bonds; and WHEREAS, in order to provide a means of financing the cost of the construction of decent, safe, and sanitary housing for residents of the City and to advance the goals of the Act, the City developed a housing program and authonzed the issuance of its Multifamily Rental Housing Revenue Bonds (Community Housing and Service Corporation Project), Senes 1985 (the "Senes 1985 Bonds"), in the original principal aggregate amount of $11,000,000. The Senes 1985 Bonds were issued pursuant to the terms of Resolution No. 85-222, adopted by the City Council of the Issuer on December 16, 1985, and an Indenture of Trust, dated as of December 1, 1985 (the "Series 1985 Indenture"), between the City and the Trustee (successor -by -merger to Norwest Bank Minneapolis, National Association) The proceeds denved from the sale of the Senes 1985 Bonds were loaned to Community Housing and Service Corporation, a Mmnesota nonprofit corporation (the "Owner"), pursuant to the terms of a Loan Agreement, dated as of December 1, 1985 (the "Senes 1985 Loan Agreement"). WHEREAS, on Apnl 23, 1987, the City remarketed the Senes 1985 Bonds pursuant to the terms of Resolution No. 87-30, adopted by the City Council of the City on March 16, 1987, and Supplement Number Three, dated as of April 1, 1987, to the Senes 1985 Indenture, as amended August 1, 1986, and October 1, 1986 (the "Series 1987 indenture"). The Senes 1985 Indenture was amended and restated in its entirety by the Senes 1987 Indenture. The Senes 1985 Bonds were re -designated as Multifamily Rental Housing Revenue Bonds (FHA Insured Mortgage Loan — Community Housing and Service Corporation Project), Senes 1985 (the "Senes 1987 Bonds"), and were remarketed in the original aggregate pnncipal amount of $10,240,000. In conjunction with the remarketing of the Senes 1987 Bonds, the Series 1985 Loan Agreement was amended and restated in its entirety by the First Amended and Restated Loan Agreement, dated as of Apnl 1, 1987 (the "Senes 1987 Loan Agreement"), between the City and the Owner. Resolution No. 05-120 -2- WHEREAS, the proceeds of the Senes 1987 Bonds were applied by the Owner to the acquisition, construction, and equipping of a 153 -unit multifamily housing development for seniors located at 3630 Phillips Parkway in St. Louis Park, Minnesota, and commonly known as Knollwood Place Apartments (the "Project"). The one -bedroom and two-bedroom units of the Project are located in a single eight -story building that includes approximately 35,000 square feet of common areas and seventy (70) heated underground parking stalls. The Project was opened m 1988 and has been continuously operated as a senior housing residential apartment facility since its opening. WHEREAS, on October 26, 1995, the City issued its Multifamily Housing Revenue Refunding Bonds (FHA Insured Mortgage Loans — Community Housing and Service Corporation Project), Senes 1995 (the "Pnor Bonds"), in the ongmal aggregate pnncipal amount of $10,145,000, pursuant to the terms of Resolution No. 95-130, adopted by the City Council of the City on October 2, 1995, and an Indenture of Trust, dated as of October 1, 1995 (the "Pnor Indenture"), between the City and the Trustee (successor -by -merger to Norwest Bank Minnesota, National Association). The proceeds denved from the sale of the Pnor Bonds were loaned to the Owner pursuant to the terms of a Financing Agreement, dated as of October 1, 1995 (the "Pnor Financing Agreement"), between the City and the Owner, and applied to the redemption and prepayment of the Senes 1987 Bonds. WHEREAS, the Owner has requested that the City issue its Variable Rate Demand Multifamily Housing Revenue Refunding Bonds (Knollwood Place Apartments Project), Senes 2005 (the "Bonds"), in the ongmal aggregate principal amount of $12,300,000, to provide funds to redeem an equal amount of the aggregate outstanding pnncipal amount of the Pnor Bonds; and WHEREAS, the proceeds of the Bonds will be loaned to the Owner pursuant to the terms of a Financing Agreement, to be dated on or after September 1, 2005 (the "Financing Agreement"), between the City, Wells Fargo Bank, National Association (the "Trustee"), and the Owner. The proceeds of the loan will be applied by the Owner to: (1) the redemption and prepayment of the Prior Bonds; and (ii) the acquisition, rehabilitation, and construction of certain capital improvements to the Project; and WHEREAS, the loan (the "Bond Mortgage Loan"), under the terms of the Financing Agreement will be evidenced by a Bond Mortgage Note, to be dated on or after September 1, 2005 (the "Bond Mortgage Note"), in the pnncipal amount of $12,300,000, payable to the order of the City and assigned by the City pursuant to the terms of the Indenture (as hereinafter defined) to the Trustee; and WHEREAS, the Bonds will be issued under a Trust Indenture, to be dated on or after September 1, 2005 (the "Indenture"), between the City and the Trustee, and the Bonds and the interest on the Bonds: (1) shall be payable solely from the revenues pledged therefor; (n) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (in) shall not constitute nor give nse 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 Project and the Financing Agreement; and WHEREAS, the Owner will cause to be delivered to the Trustee on the date of issuance of the Bonds a direct -pay Credit Enhancement Agreement, to be dated on or after September 1, 2005 (the "Credit Enhancement Agreement"), between the Federal Home Loan Mortgage Corporation ("Freddie Mac") and the Trustee, which will provide for: (i) draws in an amount equal to loan repayments due from the Owner with respect to the Bond Mortgage Loan; and (ii) liquidity draws by the Trustee to the extent remarketing proceeds are insufficient to pay the purchase pnce of Bonds tendered for purchase while the Bonds bear interest at a vanable rate; and WHEREAS, to evidence the Owner's reimbursement obligations to Freddie Mac for draws made under the Credit Enhancement Agreement, the Owner and Freddie Mac will enter into a Reimbursement and Security Agreement, to be dated on or after September 1, 2005 (the "Reimbursement Agreement"); and o Resolution No. 05-120 -3- WHEREAS, to secure the Owner's reimbursement obligations to Freddie Mac under the Reimbursement Agreement and to secure the Owner's obligations to the Issuer and the Trustee under the Financing Agreement, the Owner will execute and deliver to the Issuer, the Trustee and Freddie Mac a Multifamily Mortgage, Assignment of Rents, Security Agreement and Fixture Financing Statement, to be dated on or after September 1, 2005, with respect to the Project; and WHEREAS, the City, the Trustee, and Freddie Mac propose to enter into an Intercreditor Agreement, to be dated on or after September 1, 2005 (the "Intercreditor Agreement"), in connection with Freddie Mac's provision of credit enhancement under the Credit Enhancement Agreement; and WHEREAS, to provide additional funds to finance the acquisition, rehabilitation, and construction of capital improvements to the Project in addition to the those financed with the proceeds of the Bonds, the Owner has requested that the City issue its Housing Revenue Note (Knollwood Place Apartments Project), Series 2005 (the "Note"), in the approximate pnncipal amount not to exceed $1,700,000; and WHEREAS, the proceeds denved from the sale of the Note will be loaned and disbursed to the Owner pursuant to the terms of a Loan Agreement, dated as of September 1, 2005 (the "Loan Agreement"), between the City and the Owner, and WHEREAS, a notice of public heanng regarding the issuance of the Bonds and the Note and the refinancing of the Project was published in the Sun -Sailor, the official newspaper and a newspaper of general circulation in the City, on August 25, 2005; and WHEREAS, a public hearing was conducted on September 19, 2005, by the City Council of the City pnor to the consideration of this resolution; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, AS FOLLOWS: 1. The City acknowledges, fmds, determines, and declares that the issuance of the Bonds is authonzed by the Act and is consistent with the purposes of the Act and that the issuance of the Bonds and the Note and the other actions of the City under the Indenture, the Financing Agreement, the Loan Agreement, and this resolution constitute a public purpose and are in the best interests of the City. 2. An Amended and Restated Housing Program, dated as of September 1, 2005 (the "Housing Program"), has been prepared to amend and restate the ongmal housing program approved with respect to the Project. The Housing Program reflects the issuance of the Bonds to refund the Prior Bonds and to refinance the Project. The Housing Program, in the form on file with the City, is hereby approved. The City Council of the City further finds, determines, and declares that the purpose of the Housing Program is to finance and refinance the Project. At the request of the Owner, to accomplish the purposes of the Housing Program, the City proposes to issue the Bonds and the Note and loan the proceeds denved from the sale of the Bonds and the Note to the Owner in order to finance the redemption and prepayment of the Prior Bonds and to finance capital improvements to the Project. 3. For the purposes set forth above, there is hereby authorized the issuance, sale and delivery of the Bonds in the ongmal aggregate principal amount of $12,300,000. The Bonds shall initially bear interest at a vanable rate not to exceed the maximum interest rate per annum established by the terms of the Indenture. The Bonds shall be numbered, shall be dated, shall mature, shall be subject to redemption pnor to maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the Indenture, in the form now on file with the City, with the amendments referenced herem. The City hereby authorizes the Bonds to be issued as "tax-exempt bonds" the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes Resolution No. 05-120 -4- All of the provisions of the Bonds, when executed as authonzed herem, 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 Bonds shall be substantially in the form on file with the City, which is hereby approved, with such necessary and appropnate vanations, omissions, and insertions (including changes to the principal amount, the matunty schedule, optional and mandatory redemption terms, mandatory sinking fund payment schedules, and other terms and provisions of the Bonds) as the Mayor and the City Manager of the City (the "Mayor" and "City Manager," respectively), in their discretion, shall determine The execution of the Bonds with the manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Bonds by the City shall be conclusive evidence of such determination. 4. The Bonds and the interest thereon are not general or moral obligations of the City. The Bonds and the interest thereon are limited obligations of the City, payable solely from the Trust Estate pledged therefor under the Indenture, including, without limitation, its interest in payments received under the Bond Mortgage Note and the Credit Enhancement Agreement. The City Council hereby authonzes and directs the Mayor and the City Manager to execute the Indenture and to deliver the Indenture to the Trustee and hereby authonzes and directs the execution of the Bonds in accordance with the Indenture, and hereby provides that the Indenture shall provide the terms and conditions, covenants, nghts, obligations, duties, and agreements of the bondholders, the City, and the Trustee as set forth therein. All of the provisions of the Indenture, when executed as authonzed 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 Indenture shall be substantially in the form on file with the City on the date hereof, and is hereby approved, with such changes as shall be approved by the Mayor and the City Manager, and with such necessary and appropnate vanations, omissions, and insertions as are not matenally inconsistent with such form and as the Mayor and the City Manager, in their discretion, shall determine; provided that the execution and delivery thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 5. The Mayor and the City Manager are hereby designated as the representatives of the City with respect to the issuance of the Bonds and the transactions related thereto and are hereby authonzed and directed to accept and execute the Bond Purchase Agreement, to be dated on or after the date of adoption of this resolution (the "Bond Purchase Agreement"), between Piper Jaffray & Co. (the "Underwriter"), the City, and the Owner. All of the provisions of the Bond Purchase Agreement, when executed and delivered as authonzed 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 Bond Purchase Agreement shall be substantially m the form on file with the City on the date hereof, and is hereby approved, with such necessary and appropnate vanations, omissions, and insertions as are not matenally inconsistent with such form as the Mayor and the City Manager, m their discretion, shall determine; provided that the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 6. The Mayor and the City Manager are hereby authonzed and directed to execute the Financing Agreement with the Owner and the Trustee, and when executed and delivered as authorized herein, the Financing Agreement 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 Financing Agreement shall be substantially in the form on file with the City on the date hereof, which is hereby approved, with such necessary vanations, omissions, and insertions as are not matenally inconsistent with such forms and as the Mayor and the City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. Resolution No. 05-120 -5- 7. The Mayor and the City Manager are hereby authonzed and directed to accept the Bond Mortgage Note. The Mayor and the City Manager are hereby authonzed and directed to endorse the Bond Mortgage Note to the Trustee, without recourse, for the benefit of the owners of the Bonds. The Mayor and the City Manager are hereby authonzed and directed to execute and deliver the Intercreditor Agreement and, when executed and delivered as authonzed herein, the Intercreditor Agreement 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 Intercreditor Agreement shall be substantially in the form on file with the City on the date hereof, which is hereby approved, with such necessary vanations, omissions, and insertions as are not matenally inconsistent with such form and as the Mayor and the City Manager, in their discretion, shall determine; provided that the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination The Mayor and the City Manager are hereby authonzed and directed to execute and deliver all other instruments and documents necessary to accomplish the purposes for which the Bonds are to be issued and the Indenture, the Fmancing Agreement, the Intercreditor Agreement, and the Bond Purchase Agreement are to be executed and delivered. The City Council hereby authonzes the preparation and filing of Uniform Commercial Code financing statements (with respect to the assignment of the interests of the City in the Financing Agreement, the Bond Mortgage Note, and the other loan documents, other than the Unassigned Rights (as defined in the Indenture), to the Trustee, for the benefit of the owners of the Bonds) 8. The City hereby consents to the preparation and distribution of an Official Statement with respect to the offer and sale of the Bonds (the "Official Statement") as requested by the Underwriter and the Owner; provided that it is understood that the City has not been requested to participate in the preparation of or to review the Official Statement and has not done so. The City has made no independent investigation of the facts and statements set forth in the Official Statement; accordingly, the City assumes no responsibility with respect thereto mcludmg, without limitation, as to matters relating to the accuracy, fairness, completeness, or sufficiency of the Official Statement, except any information specifically relating to the City under the heading "THE ISSUER" and "NO LITIGATION—The Issuer" in the Official Statement. 9. The Mayor, the City Manager, and other officers of the City are authonzed upon request to furnish certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the Bonds 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 herein. Such officers, employees, and agents of the City are hereby authonzed 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 Underwriter, the Trustee, Freddie Mac, or other persons or entities in conjunction with the issuance of the Bonds and the expenditure of the proceeds of the Bonds. Without imposing any limitations on the scope of the preceding sentence, such officers and employees are specifically authonzed to execute and deliver a certificate relating to federal tax matters includmg matters relating to arbitrage and arbitrage rebate, a receipt for the proceeds denved from the sale of the Bonds, an order to the Trustee with respect to the delivery of the Bonds and the application of the proceeds denved from the sale of the Bonds, a general certificate of the City with respect to the issuance of the Bonds, an Information Return for Tax -Exempt Pnvate Activity Bond Issues, Form 8038 (Rev. January, 2002), and a Tax Regulatory Agreement, dated as of September 1, 2005, between the City, the Owner, and the Trustee, imposing on the parties certain obligations with respect to the tax-exempt status of the Bonds. Resolution No. 05-120 -6- 10. All covenants, stipulations, obligations, representations, and agreements of the City contained in this resolution or contained in the Indenture or other documents referred to above shall be deemed to be the covenants, stipulations, obligations, representatives, and agreements of the City to the full extent authonzed 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 nghts, powers, and pnvileges conferred, and duties and liabilities imposed, upon the City by the provisions of this resolution or of the respective Indenture or 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 authonzed by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the Indenture 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 of the City nor any officer or employee executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 11. Except as herein otherwise expressly provided, nothing in this resolution or in the Indenture, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the City, and the Trustee, as fiduciary for owners of the Bonds, any nght, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Indenture or any provision thereof; this resolution, the Indenture and all of their provisions being intended to be, and being for the sole and exclusive benefit of the City and the Trustee as fiduciary for owners of the Bonds issued under the provisions of this resolution and the Indenture, and the Owner to the extent expressly provided in the Indenture. 12. In case any one or more of the provisions of this resolution, or of the documents mentioned herein, or of the Bonds issued hereunder shall for any reason be held to be illegal or mvalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Bonds, but this resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. The terms and conditions set forth in the Indenture, the pledge of revenues denved from the Project referred to in the Indenture, the pledge of collateral denved from the Project referred to in the Indenture, the creation of the funds provided for in the Indenture, the provisions relating to the application of the proceeds denved from the sale of the Bonds pursuant to and under the Indenture, and the application of said revenues, collateral, and other money are all commitments, obligations, and agreements on the part of the City contained in the Indenture, and the invalidity of the Indenture shall not affect the commitments, obligations, and agreements on the part of the City to create such funds and to apply said revenues, other money, and proceeds of the Bonds for the purposes, in the manner, and according to the terms and conditions fixed in the Indenture, it being the intention hereof that such commitments on the part of the City are as binding as if contained in this resolution separate and apart from the Indenture. 13. 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 Bonds, and to the execution of the Indenture and the other documents referred to above to happen, exist, and be performed precedent to and m the enactment of this resolution, and precedent to the issuance of the Bonds, and precedent to the execution of the Indenture and the other documents referred to above have happened, exist, and have been performed as so required by law. Resolution No. 05-120 -7- 14. For the purpose of providing additional financing for the Project, the Note, to be dated as of September 1, 2005, is hereby authonzed to be issued by the City in the ongmal aggregate pnncipal amount of not to exceed $1,700,000. The City hereby authonzes the Note to be issued, m whole or in part, as a "tax-exempt bond" the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. The Note shall be issued in one or more series, shall bear interest at such rate, shall be in such denomination, shall be numbered, shall be dated, shall mature, shall be subject to redemption pnor to maturity, shall be in such form, and shall have such other details and provisions as are prescnbed in the Note substantially in the form on file with the City on the date hereof, which is hereby approved, with such necessary vanations, omissions, and insertions (including changes to the aggregate principal amount of the Note, the stated maturity of the Note, the interest rates on the Note, the terms of redemption of the Note, and vanation from City policies regarding methods of offering conduit bonds) as the Mayor and the City Manager, in their discretion, shall determine. The execution of the Note with the manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Note by the City shall be conclusive evidence of such determination. 15. The proceeds denved from the sale of the Note are to be loaned to the Owner pursuant to the terms of the Loan Agreement. The Owner is required to make loan repayments (the "Loan Repayments") under the Loan Agreement on such dates and in such amounts to provide revenues sufficient to pay the pnncipal of and interest on the Note when due. The Loan Repayments are to be assigned to the holders of the Note pursuant to the terms of an Assignment of Loan Agreement, to be dated as of September 1, 2005 (the "Assignment"). The Mayor and City Manager are hereby authonzed and directed to execute and deliver the Note, the Loan Agreement, and the Assignment. All of the provisions of the Note, the Loan Agreement, and the Assignment, 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 Note, the Loan Agreement, and the Assignment shall be substantially in the forms on file with the City which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, or 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 determination. 16. The Note shall be a revenue obligation of the City the proceeds of which shall be disbursed pursuant to the terms of the Loan Agreement, and the pnncipal, premium, and interest on the Note shall be payable solely from the loan repayments to be made by the Owner pursuant to the terms of the Loan Agreement. The Note is to be secured m accordance with the terms of the Loan Agreement. The Note, when executed and delivered, 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 regulanty 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 Loan Agreement and the Assignment have happened, exist, and have been performed as so required by law. 17. The members of the City Council of the City, officers of the City, and attorneys and other agents or employees of the City are hereby authonzed to do all acts and things required by them by or in connection with this resolution and the Indenture and the other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Note, the Indenture, the Loan Agreement, and the other documents referred to above, and this resolution. 18. The Mayor and the City Manager are hereby designated and authonzed to take such administrative actions as are permitted or required in connection with the issuance of the Bonds and pursuant to the Indenture, the Financing Agreement, the Tax Regulatory Agreement, the Intercreditor Agreement, the Bond Purchase Agreement, the Note, the Loan Agreement and the Assignment. Resolution No. 05-120 -8- 19. The Mayor and the City Manager of the City are authonzed and directed to execute and deliver any and all certificates, agreements, or other documents which are required by the Indenture, the Financing Agreement, the Bond Purchase Agreement, the Tax Regulatory Agreement, the Intercreditor Agreement, the Note, the Loan Agreement, the Assignment, or any other agreements, certificates, or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Indenture, or the other documents referred to in this resolution, or to evidence compliance with Section 103(b)(4)(A) of the Internal Revenue Code of 1954, as amended, and applicable Treasury Regulations promulgated thereunder, and applicable provisions of Sections 141-150 of the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations promulgated thereunder; and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the City. 20. 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 of the City, 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 Manager 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 Manager, with the same force and effect as if such documents were executed and delivered by the City Manager. 21. This resolution shall be in full force and effect from and after its passage. asse nd duly adopted by the City Council of the City of St. Louis Park, Minnesota, this 19th day • Septemb r, 2005. Review inistration: City Manag Attest: C 3d ted y the City Council September 19, 2005 M or