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HomeMy WebLinkAbout10-099 - ADMIN Resolution - City Council - 2010/09/20RESOLUTION NO. 10-099 AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REFUNDING REVENUE BONDS (URBAN PARK APARTMENTS PROJECT), SERIES 2010A, AND SUBORDINATE VARIABLE RATE DEMAND MULTIFAMILY HOUSING REFUNDING REVENUE BONDS (URBAN PARK APARTMENTS PROJECT), SERIES 2010B, IN THE AGGREGATE AMOUNT OF $8,625,000; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, FINANCING AGREEMENT, INDENTURE OF TRUST, TRUST INDENTURE, AND OTHER DOCUMENTS WHEREAS, the City of St. Louis Park, Minnesota (the "City") is a home rule city and political subdivision 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 authorized to carry out the public purposes described in the Act and contemplated thereby in the financing and refinancing of multifamily housing developments within its boundaries, by issuing revenue bonds to defray, in whole or in part, the cost of the acquisition, construction, and equipping of multifamily rental 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 bonds, and WHEREAS, in the financing or refinancing of multifamily housing developments, pursuant to the provisions of the Acct the City may exercise within its corporate limits any of the powers that the Minnesota Housing Finance Agency may exercise under Minnesota Statutes, Chapter 462A, as amended, without limitation under the provisions of Minnesota Statutes, Chapter 475, as amended; and WHEREAS, pursuant to the terms of Minnesota Statutes, Chapter 474A, as amended, the City was granted authorization by the Minnesota Department of Finance to issue tax-exempt obligations in the principal amount of $6,965,000; and WHEREAS, at the request of West Suburban Housing Partners VII Limited Partnership, a Minnesota limited partnership (the "Borrower"), on May 7, 2002, the City issued the following obligations pursuant to the terms of Resolution No. 02-037, adopted by the City Council of the City on April 15, 2002, and pursuant to the terms of an Indenture of Trust, dated as of May 1, 2002 (the "Prior Indenture"). (i) Variable Rate Demand Multifamily Housing Revenue Bonds, Series 2002A (At the Park Project) (the "Series 2002A Bonds"), in the original aggregate principal amount of $6,965,000; and (ii) Taxable Variable Rate Demand Multifamily Housing Revenue Bonds, Series 2002B (At the Park Project) (the "Series 2002B Bonds"), in the original aggregate principal amount of $2,595,000 (the Series 2002A Bonds and the Series 2002B Bonds are hereinafter referred collectively as the "Series 2002 Bonds"); and Resolution No. 10-099 -2- WHEREAS, the proceeds derived from the sale of the Series 2002 Bonds were loaned by the City to the Borrower pursuant to the terms of a Loan Agreement, dated as of May 1, 2002 (the "Prior Loan Agreement"), between the City and the Borrower, and the proceeds of the loan were applied by the Borrower to finance the acquisition, construction, and equipping of an 90 -unit multifamily rental housing development (the "Project") located at 3601 Phillips Parkway in the City; and WHEREAS, on August 5, 2002, the City was granted additional authorization by the Minnesota Department of Finance to issue tax-exempt obligations in the additional principal amount of $2,800,000; and WHEREAS, pursuant to the terms of the Prior Indenture, the City converted the Series 2002B Bonds to additional tax-exempt Series 2002A Bonds in the principal amount of $2,595,000, and WHEREAS, pursuant to Resolution No. 02-109, adopted by the City Council of the City on October 7, 2002, the City authorized the issuance of its Multifamily Housing Revenue Note, Subordinate Series 2002 (At the Park) (the "Series 2002 Note"), as tax-exempt obligations in the original aggregate principal amount of $205,000 (the remaining amount of tax-exempt bonds authorization granted by the Minnesota Department of Finance); and WHEREAS, the Series 2002A Bonds were issued by the Issuer in the original aggregate principal amount of $9,560,000 and are currently outstanding in the principal amount of $9,075,000 (hereinafter referred to as the "Prior Bonds") and the Series 2002 Note is currently outstanding in the principal amount of $205,000; and WHEREAS, the Borrower has requested that the City issue, sell, and deliver its: (i) Variable Rate Demand Multifamily Housing Refunding Revenue Bonds (Urban Park Apartments Project), Series 2010A (the "Series 2010A Bonds"), in the original aggregate principal amount of $7,125,000; and (ii) Subordinate Variable Rate Demand Multifamily Housing Refunding Revenue Bonds (Urban Park Apartments Project), Series 2010B (the "Series 2010B Bonds"), in the original aggregate principal amount of $1,500,000; and WHEREAS, the Series 2010A Bonds are proposed to be issued pursuant to the terms of an Indenture of Trust, dated on or after September 1, 2010 (the "Series 2010A Indenture"), between the City and Wells Fargo Bank, National Association, as trustee (the "Trustee"), and the proceeds derived from the sale of the Series 2010A Bonds are proposed to be loaned to the Borrower pursuant to the terms of a Loan Agreement, dated on or after September 1, 2010 (the "Loan Agreement"), between the City and the Borrower, and the proceeds of such loan are proposed to be applied by the Borrower to the redemption and prepayment of a portion of the Prior Bonds, and WHEREAS, the Series 2010A Bonds are to be secured by an Irrevocable Letter of Credit to be issued by Wells Fargo Bank, National Association, a national banking association, pursuant to the terms of a Reimbursement Agreement, dated on or after September 1, 2010, between the Borrower and Wells Fargo Bank, National Association; and • • • • • Resolution No. 10-099 -3- WHEREAS, the Series 2010B Bonds are proposed to be issued pursuant to the terms of a Trust Indenture, dated on or after September 1, 2010 (the "Series 2010B Indenture"), between the City and the Trustee, and the proceeds derived from the sale of the Series 2010B Bonds are proposed to be loaned to the Borrower pursuant to the terms of a Financing Agreement, dated on or after September 1, 2010 (the "Financing Agreement"), between the City and the Borrower, and the proceeds of such loan are proposed to be applied by the Borrower to the redemption and prepayment of a portion of the Prior Bonds; and WHEREAS, the Series 2010B Bonds are to be secured by an Irrevocable Letter of Credit to be issued by Crown Bank, a Minnesota banking corporation, pursuant to the terms of a Reimbursement Agreement, to be dated on or after September 1, 2010, between the Borrower and Crown Bank, and the obligations of Crown Bank under its irrevocable letter of credit will be secured by an Irrevocable Confirming Letter of Credit to be issued by the Federal Home Loan Bank of Des Moines pursuant to the terms of a Confirming Letter of Credit Reimbursement Agreement, to be dated on or after September 1, 2010, between Crown Bank and the Federal Home Loan Bank of Des Moines; and WHEREAS, the Series 2010A Bonds and the interest on the Series 2010A Bonds. (i) shall be payable solely from the revenues pledged therefore under the Loan Agreement and the additional sources of revenue provided by or on behalf of the Borrower; (ii) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (in) 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 Loan Agreement; and (v) shall not constitute a general or moral obligation of the City, and WHEREAS, the Series 2010B Bonds and the interest on the Series 2010B Bonds: (i) shall be payable solely from the revenues pledged therefore under the Financing Agreement and the additional sources of revenue provided by or on behalf of the Borrower; (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 Financing Agreement; and (v) shall not constitute a general or moral obligation of the City; and WHEREAS, forms of the following documents, including the exhibits referred to therein (hereinafter referred to collectively as the "Agreements"), have been submitted to the City. (i) the Series 2010A Indenture; (ii) the Loan Agreement; (iii) the Series 2010B Indenture, (iv) the Financing Agreement; and (iv) a First Amendment to Regulatory Agreement, dated on or after September 1, 2010 (the "First Amendment to Regulatory Agreement"), between the City, the Trustee, and the Borrower, which amends and supplements the Regulatory Agreement, dated as of May 1, 2002 (the "Original Regulatory Agreement"), between the City, the Trustee, and the Borrower; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, AS FOLLOWS: Resolution No. 10-099 -4- Section 1. The City acknowledges, finds, determines, and declares that the preservation of the quality of life in the City is dependent upon the maintenance, provision, and preservation of an adequate housing stock, which is affordable to persons and families of low or moderate income, that accomplishing this is a public purpose, and that many would-be providers of housing units for low and moderate income persons in the City are either unable to afford mortgage credit at present market rates of interest or are unable to obtain mortgage credit. The City also hereby finds, determines, and declares that the Project has been designed to be affordable by persons and families with adjusted gross incomes not in excess of 110 percent of median family income as most recently estimated by the United States Department of Housing and Urban Development for Hennepin County, and that, based on representations of the Borrower, at least twenty percent (but not more than twenty-seven percent) of the dwelling units in the Project will be held for occupancy by families and individuals with adjusted gross incomes not in excess of fifty percent of the median family income. Section 2. In conjunction with the issuance of the Prior Bonds, the City Council of the City approved a Program for a Multifamily Housing Development (the "Housing Program") to provide for the Issuance of revenue bonds to finance the acquisition, construction, and equipping of the Project. The City hereby approves a First Amendment to Program for a Multifamily Housing Development (the "First Amendment to Housing Program") substantially in the form now on file with the City with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor and the City Manager, in their discretion, shall determine. Section 3. For the purpose of financing the Project, the City hereby authorizes the issuance of its: (i) Series 2010A Bonds in the original aggregate principal amount of $7,125,000, and (ii) Series 2010B Bonds in the original aggregate principal amount of $1,500,000. The Series 2010A Bonds and the Series 2010B Bonds are hereinafter referred to collectively as the "Series 2010 Bonds" or the "Bonds." The Series 2010A Bonds, substantially in the form set forth in the Series 2010A Indenture now on file with the City, and the Series 2010B Bonds, substantially in the form set forth in the Series 2010B Indenture now on file with the City, are hereby approved with the amendments referenced herein. The City hereby authorizes the Series 2010 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. All of the provisions of the Series 2010 Bonds, 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 2010 Bonds shall bear interest at such rates, shall be in such denominations, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such forms, and shall have such other details and provisions as are prescribed by the Series 2010A Indenture and the Series 2010B Indenture on file with the City, which forms are hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of the Bonds, the stated maturities of the Bonds, the interest rates on the Bonds, the terms of redemption of the Bonds, and variations from City policies regarding methods of offering conduit bonds) as the Mayor and the City Manager (the "Mayor" and "City Manager"), in their discretion, shall determine. The execution of the Bonds with the manual or facsimile • • Resolution No. 10-099 -5- signatures of the Mayor and the City Manager and the delivery of the Bonds by the City shall be conclusive evidence of such determination. The principal of, premium, if any, and interest on the Bonds shall be payable solely from the revenue pledged therefore and the Bonds shall not constitute a debt of the City within the meaning of any constitutional, statutory, or Charter imitation nor give rise to a pecuniary liability of the City or a charge against its general credit or assets and 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 The Bonds are not general or moral obligations of the City and are not secured by any taxing power of the City. Section 4. The Series 2010A Indenture is hereby approved All of the provisions of the Series 2010A Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2010A Indenture shall be substantially in the form now on file with the City with such necessary and appropriate variations, 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. The Series 2010B Indenture is hereby approved. All of the provisions of the Series 2010B Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof The Series 2010B Indenture shall be substantially in the form now on file with the City with such necessary and appropriate variations, 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. Section 5. The Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, a Bond Purchase Agreement, dated on or after the date of adoption of this resolution with respect to the Series 2010A Bonds (the "Series 2010A Bond Purchase Agreement"), between the City, the Borrower and Dougherty & Company, LLC (the "Underwriter"), and a Bond Purchase Agreement, dated on or after the date of adoption of this resolution with respect to the Series 2010B Bonds (the "Series 2010B Bond Purchase Agreement"), between the City, the Borrower and the Underwriter are hereby approved. The Mayor and City Manager are hereby authorized and directed to execute and deliver the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement. All of the provisions of the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond 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 execution and delivery thereof The Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreements shall be substantially in the forms on file with the City with such omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City Resolution No. 10-099 -6- Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. Section 6. All covenants, stipulations, obligations, representations, and agreements of the City contained in this resolution or contained in the Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement, or other documents referred to therein, 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 Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement, or other documents referred to therein, 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 Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement, or other documents referred to above, shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any 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 Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 7. Except as herein otherwise expressly provided, nothing in this resolution or in the Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement, expressed or implied, is intended or shall be construed to confer upon any person, firm, or corporation other than the City, the Borrower, the holders of the Bonds, and the Trustee any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement, or any provision thereof; this resolution, the Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement, and all of their provisions, being intended to be and being for the sole and exclusive benefit of the City and the holders from time to time of the Bonds issued under the provisions of this resolution and the Series 2010A Indenture and the Series 2010B Indenture, and the Borrower to the extent expressly provided in the Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement. Resolution No. 10-099 -7- Section 8 In case any one or more of the provisions of this resolution, or of the Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement 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 Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement, but this resolution, the Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement shall be construed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement, the pledge of revenues derived from the Project, the pledge of collateral derived from the Project, the creation of the funds provided for in the Series 2010A Indenture and the Series 2010B Indenture, the provisions relating to the application of the proceeds derived from the sale of the Bonds pursuant to and under the Series 2010A Indenture and the Series 2010B 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 Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement 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 Series 2010A Indenture and the Series 2010B 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 Series 2010A Indenture and the Series 2010B Indenture. Section 9. The Bonds, 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 Bonds and the regularity of the issuance thereof. 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 Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement, and the other documents referred to therein to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to the issuance of the Bonds, and precedent to the execution of the the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement, and the other documents referred to above have happened, exist, and have been performed as so required by law. Resolution No. 10-099 -8- Section 10. 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 of them by or in connection with this resolution and the Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement, and the other documents referred" to therein for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement, and the other documents referred to above, and this resolution Section 11. The Mayor and the City Manager are authorized and directed to execute and deliver any and all certificates, agreements, or other documents which are required by the above - referenced documents, or any other certificates or documents which are deemed necessary by bond counsel to evidence the validity or enforceability of the Bonds, the Series 2010A Indenture, the Series 2010B Indenture, the Loan Agreement, the Financing Agreement, the First Amendment to Regulatory Agreement, the Series 2010A Bond Purchase Agreement, and the Series 2010B Bond Purchase Agreement (collectively, the "Agreements"), or the other documents referred to in this resolution, or to evidence compliance with applicable provisions of the Code, as amended; and all such agreements or representations when made shall be deemed to be agreements or representations, as the case may be, of the City. Without limiting the generality of the foregoing, the certificates, agreements, and other documents may include: (i) a tax or arbitrage certificate of the City, (ii) a tax compliance agreement between the City and the Borrower; and (iii) an Information Return for Tax - Exempt Private Activity Bond Issues, Form 8038 (Rev. June 2010). The Mayor and the City Manager are hereby designated and authorized to take such other administrative action as is permitted or required by the Agreements. The officers of the City, bond counsel, other attorneys, engineers, and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Bonds for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Agreements, and this resolution. In the event that for any reason the Mayor of the City is unable to carry out the execution of any of the documents or other acts provided herein, any other member of the City Council or any officer of the City delegated the duties of the Mayor shall be authorized to act in his capacity and undertake such execution or acts on behalf of the City with full force and effect, which execution or acts shall be valid and binding on the City. If for any reason the City Manager of the City 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 City Manager, with the same force and effect as if such documents were executed and delivered by the City Manager of the City. Section 12. The City hereby authorizes Kennedy & Graven, Chartered, as bond counsel of the City, to prepare, execute, and deliver its approving legal opinions with respect to the Bonds. • • • Resolution No 10-099 -9- Section 13 The City has not participated in the preparation of the Official Statements or other disclosure documents relating to the offer and sale of the Bonds (the "Official Statements"), and has made no independent investigation with respect to the information contained therein, including the appendices thereto, and the City assumes no responsibility for the sufficiency, accuracy, or completeness of such information. Subject to the foregoing, the City hereby consents to the distribution and the use by the Underwriter in connection with the sale of the Bonds of the Official Statements, in the forms now on file with the City. The Official Statements are the sole material consented to by the City for use in connection with the offer and sale of the Bonds Section 14. This resolution shall be in full force and effect from and after its passage. ted by the City Council of the City of St. Louis Park, Minnesota, this 20th day of September, Revi:...;: ' dministration: Attest - City Clerk Adopted by the City Council September 20, 2010 �_ L% .L '12 Mayor