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HomeMy WebLinkAboutResolution - 2003-31 - Issuance of Multifamily Housing Revenue Bonds - Heights at Valley View - 02/04/2003 CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA RESOLUTION NO.2003-31 RESOLUTION AUTHORIZING THE ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS TO FINANCE A DEVELOPMENT UNDER MINNESOTA STATUTES, CHAPTER 462C AND THE EXECUTION OF VARIOUS DOCUMENTS IN CONNECTION WITH THE EDEN PRAIRIE LEASED HOUSING ASSOCIATES I, LIMITED PARTNERSHIP PROJECT A. WHEREAS, the City Council on December 4, 2001, gave preliminary approval to the issuance of bonds for a certain project, and it is now proposed that there be issued Variable Rate Demand Multifamily Housing Revenue Bonds (Eden Prairie Leased Housing Associates I, Limited Partnership Project), Series 2003A (the "Series 2003A Bonds"), and Taxable Variable Rate Demand Multifamily Housing Revenue Bonds (Eden Prairie Leased Housing Associates I, Limited Partnership Project), Series 2003B (the "Series 2003B Bonds", jointly with the Series 2003A Bonds the "Senior Bonds"), by the City of Eden Prairie, Minnesota(the "Issuer"), for the Eden Prairie Leased Housing Associates I, Limited Partnership Project (the"Project"); and B. WHEREAS, the Issuer also proposes to issue its Subordinate Variable Rate Demand Multifamily Housing Revenue Bonds (Eden Prairie Leased Housing Associates I, Limited Partnership Project), Series 2003C (the "Series 2003C Bonds") and its Subordinate Multifamily Housing Revenue Bonds (Eden Prairie Leased Housing Associates I, Limited Partnership Project), Series 2003D (the Series 2003D Bonds" and,with the Senior Bonds and the Series 2003C Bonds, the "Bonds"), to provide additional financing for the Project on a basis subordinate to the Senior Bonds; and C. WHEREAS, the Issuer has received allocations totaling $26,500,000 of bonding authority for the Bonds; and D. WHEREAS, the Issuer has utilized $20,505,000 of such bonding authority in the issuance of its $20,505,000 Multifamily Housing Revenue Bonds (Eden Prairie Leased Housing Associates I Project), Series 2002 and $5,995,000 of such bonding authority in the issuance of its $5,995,000 Multifamily Housing Revenue Bonds (Eden Prairie Leased Housing Associates I Project), Series 2002-1 (collectively, the "Prior Bonds"), which bonds are to be refunded by the Series 2003A Bonds, the Series 2003C Bonds and the Series 2003D Bonds; and E. WHEREAS, the Issuer has on April 16, 2002, approved the program for the issuance of the Bonds after a public hearing on the Project and said program; and F. WHEREAS, the Issuer has determined that the amount of low income housing tax credits projected to be available to the Project under Section 42 of the Internal Revenue Code of 1986, as amended, do not exceed the amount necessary for the financial feasibility of the Project and its viability as a qualified low income housing project; and G. WHEREAS, sufficient details of the revenue bonds and other aspects of the financing have been agreed to that this final bond resolution should be adopted on this date and a proposal for the revenue bonds be accepted: NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Eden Prairie,Minnesota, as follows: 1. Proposal. The City Council has received a proposal from Eden Prairie Leased Housing Associates I, Limited Partnership (the "Company"),that the Issuer undertake to finance a certain Project as herein described pursuant to Minnesota Statutes, Chapters 462A and 462C and Section 471.59, as amended (collectively, the "Act"), through (a) issuance by the Issuer of the Senior Bonds in accordance with a Bond Purchase Agreement (the "Purchase Agreement") among the Issuer, Dougherty & Company LLC (the "Purchaser") and the Company, (b) issuance by the Issuer of the Series 2003C Bonds in accordance with a Subordinate Bond Purchase Agreement among the Issuer, Purchaser and Company (the "Series 2003C Purchase Agreement") and (c) issuance by the Issuer of the Series 2003D Bonds in accordance with a Subordinate Bond Purchase Agreement among the Issuer, Purchaser and Company(the"Series 2003D Purchase Agreement"). 2. Project. The Company desires to finance the acquisition and construction of a residential rental project with 188 units located at the northwest corner of Valley View Road and Flying Cloud Drive in the City (the "Project"). The Project as described above will further the policies and purposes of the Act, and the findings made in the preliminary resolutions adopted by the City Council on December 4, 2001 and April 16, 2002,with respect to the Project are hereby ratified, affirmed and approved. 3. Structure. It is proposed that, pursuant to a Loan Agreement dated as of February 1, 2003, by and between the Issuer and Company (the "Loan Agreement"), the proceeds of the Senior Bonds be loaned to the Company to finance in part the cost of the Project, directly and by refunding the Prior Bonds. The payments to be made by the Company under the Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of,premium, if any, and interest on the Senior Bonds when due. It is further proposed that the Issuer assign its rights to the payments and certain other rights under the Loan Agreement to LaSalle Bank National Association (the"Trustee"), as security for payment of the Bonds under an Indenture of Trust dated as of February 1, 2003 (the "Indenture"). The Bonds may be tendered for purchase optionally or mandatorily under certain circumstances, and will be remarketed pursuant to a Remarketing Agreement (the "Remarketing Agreement") by and between the Company and Purchaser. The Senior Bonds will be secured by an Irrevocable Letter of Credit (the "Letter of Credit") issued by LaSalle Bank National Association (the "Bank"). The Company will grant a mortgage and security interest in the Project to the Bank pursuant to an Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of February 1, 2003 (the "Mortgage"). Certain aspects with respect to the administration of the 2 Bonds and the Letter of Credit will be governed by a Master Subordination Agreement and Estoppel Certificate dated as of February 1, 2003 among the Issuer, the Company, the Bank, the Trustee, Hennepin County, Mirmwest Bank, M.V. and AMTAX Holdings 272, LLC (the "Subordination Agreement") and a Disbursing Agreement dated as of February 1, 2003 among the Company, the Trustee, the Bank,Hennepin County, the Issuer,Bremer Bank,N.A. (`Bremer Bank") and Commercial Partners Title, LLC (the "Disbursing Agreement"). Additional documents securing the Bank to which the Issuer is not a party include a Reimbursement Agreement, Pledge Agreement,Assignment of Rents and Leases and Guaranty of Payment. The Senior Bonds will be offered for sale by the Purchaser pursuant to an"Official Statement." Certain aspects of operations of the Project will be governed by a Regulatory Agreement between the Trustee and Company dated as of February 1, 2003 (the "Regulatory Agreement"). Certain representations and covenants about the Project and the Bonds are set forth in a Tax Compliance Agreement among the Issuer, Trustee and Company dated as of the closing date (the"Tax Compliance Agreement"). It is proposed that, pursuant to a Subordinate Loan Agreement dated as of February 1, 2003,by and between the Issuer and Company(the"Subordinate Loan Agreement"), the proceeds of the Series 2003C Bonds be loaned to the Company to finance in part the cost of the Project. The payments to be made by the Company under the Subordinate Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Series 2003C Bonds when due. It is further proposed that the Issuer assign its rights to the payments and certain other rights under the Subordinate Loan Agreement to the Trustee, as security for the payment of the Series 2003C Bonds under a Subordinate Indenture of Trust dated as of February 1, 2003 (the"Subordinate Indenture"). The Series 2003C Bonds will be secured by an Irrevocable Letter of Credit (the "Letter of Credit") issued by Bremer Bank. The Company will grant a security interest in certain tax increment revenues to Bremer Bank pursuant to a Pledge Agreement dated as of February 1, 2003 (the"Series C Pledge Agreement"). Additional documents securing Bremer Bank to which the Issuer is not a party include a Series C Reimbursement Agreement and a Series C Guaranty of Payment. The Series C Bonds will be offered for sale by the Purchaser pursuant to an Official Statement (the"Series C Official Statement"). It is proposed that, pursuant to a Subordinate Loan Agreement dated as of February 1, 2003,by and between the Issuer and Company(the"Series D Loan Agreement"), the proceeds of the Series 2003D Bonds be loaned to the Company to finance in part the cost of the Project. The payments to be made by the Company under the Series D Loan Agreement are fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Series 2003D Bonds when due. It is further proposed that the Issuer assign its rights to the payments and certain other rights under the Series D Loan Agreement to the Trustee, as security for the payment of the Series 2003C Bonds under a Subordinate Indenture of Trust dated as of February 1, 2003 (the"Series D Indenture"). The Series 2003D Bonds will be secured by a Guaranty of Payment by certain persons who are principals of the general partner of the Developer (the "Series D Guaranty of 3 Payment"). The Series 2003D Bonds will be offered for sale by the Purchaser pursuant to an Official Statement(the"Series D Official Statement'). Additional documents will govern other aspects of the transaction. 4. PreliminW Approval. The City Council by action taken on December 4, 2001, gave preliminary approval to the proposal. 5. Forms of Documents Submitted. Forms of the following documents have been submitted to the City Council for approval: (a) The Loan Agreement, Subordinate Loan Agreement and Series D Loan Agreement; (b) The Indenture, Subordinate Indenture and Series D Indenture; (c) The Letter of Credit documents between`the Bank and Company(not to be executed by the Issuer); (d) The Series C Letter of Credit documents between Bremer Bank and the Company(not to be executed by the Issuer); (e) The Series C Pledge Agreement(to be consented to by the Issuer); (f) The Subordination Agreement; (g) The Regulatory Agreement(not to be executed by the Issuer); (h) The Tax Compliance Agreement; (i) The Purchase Agreement, Series 2003C Purchase Agreement and Series 2003D Purchase Agreement; 0) The Disbursing Agreement; (k) The Guaranty of Payment, Series 2003C Guaranty of Payment and Series 2003D Guaranty of Payment(not to be executed by the Issuer); (1) The draft Official Statement, draft Series C Official Statement and draft Series D Official Statement, as the operative drafts on the date hereof of the Official Statement, Series C Official Statement and Series D Official Statement (not to be executed by the Issuer). 6. Findings. It is hereby found, determined and declared that: (a) the Project described in the Loan Agreement, Subordinate Loan Agreement, Series D Loan Agreement, Indenture, Subordinate Indenture and Series D Indenture constitutes a "qualified residential rental project" within the meaning of Section 142(d) of the federal Internal Revenue Code of 1996, as amended, and a 4 "multifamily housing development" authorized by the Act, and furthers the purposes of the Act; (b) the findings and conclusions made by the Issuer in connection with the adoption of the housing program of the Issuer for the Project under the Act are hereby reaffirmed, including the provision of units at estimated initial rents which are designed to be affordable to persons and families of low and moderate income and other persons and families to the extent necessary in furtherance of a policy of economic integration; (c) the purpose of the Project is, and the effect thereof will be, to promote the public welfare by the acquisition, construction and equipping of a facility for use as a multifamily housing development designed primarily for occupancy by persons and families of low and moderate income and by other persons and families in furtherance of the policy of economic integration in accordance with the provisions of Minnesota Statutes, Sections 462C.05, subdivision 2 and 462A.02, subdivision 6; (d) the Project is to be located within the jurisdiction of the Issuer at a site which is easily accessible to employment opportunities, health facilities and other amenities within the City and the surrounding communities; (e) the Act authorizes (i) the acquisition and construction of the Project, (ii) the issuance and sale of the Bonds, (iii) the execution and delivery by the Issuer of the Loan Agreement, Tax Compliance Agreement, Indenture, Purchase Agreement, Subordination Agreement, Disbursing Agreement, Subordinate Loan Agreement, Subordinate Indenture, and Series 2003C Purchase Agreement, Series D Loan Agreement, Series D Indenture and Series D Purchase Agreement, (iv) the performance of all covenants and agreements of the Issuer contained in the Loan Agreement, Tax Compliance Agreement, Indenture, Purchase Agreement, Subordination Agreement, Disbursing Agreement, Subordinate Loan Agreement, Subordinate Indenture, Series 2003C Purchase Agreement, Series D Loan Agreement, Series D Indenture and Series D Purchase Agreement, and (v) the performance of all other acts and things required under the constitution and laws of the State of Minnesota to make the Loan Agreement, Tax Compliance Agreement, Indenture, Purchase Agreement, Senior Bonds, Subordination Agreement, Disbursing Agreement, Subordinate Loan Agreement, Subordinate Indenture, Series 2003C Purchase Agreement, Series 2003C Bonds, Series D Loan Agreement, Series D Indenture, Series D Purchase Agreement and Series 2003D Bonds valid and binding obligations of the Issuer in accordance with their terms; (f) it is desirable that the Company be authorized, subject to the terms and conditions set forth in the Loan Agreement, Subordinate Loan Agreement and Series D Loan Agreement, which terms and conditions the Issuer determines to be necessary, desirable and proper, to complete the acquisition, construction and installation of the Project by such means as shall be available to the Company and in the manner determined by the Company, and with or without advertisement for bids as required for the acquisition and installation of municipal facilities; 5 (g) it is desirable that the Senior Bonds, Series 2003C Bonds and Series 2003D Bonds be issued by the Issuer upon the terms set forth in the Indenture, Subordinate Indenture and Series D Indenture and established pursuant to this resolution; (h) the payments under the Loan Agreement, Subordinate Loan Agreement and Series D Loan Agreement are fixed to produce revenue sufficient to provide for the prompt payment of principal of, premium, if any, and interest on the Bonds issued under the Indenture and the Series 2003C Bonds issued under the Subordinate Indenture when due, and the Loan Agreement, Subordinate Loan Agreement, Series D Loan Agreement, Indenture, Subordinate Indenture and Series D Indenture also provide that the Company is required to pay all expenses of the operation and maintenance of the Project, including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxes and special assessments levied upon or with respect to the Project Site and payable during the term of the Loan Agreement, Subordinate Loan Agreement, Series D Loan Agreement, Indenture, Subordinate Indenture and Series D Indenture; and (i) under the provisions of Section 462C.07 of the Act, and as provided in the Loan Agreement, Subordinate Loan Agreement, Series D Loan Agreement, Indenture, Subordinate Indenture and Series D Indenture, the Senior Bonds, Series 2003C Bonds and Series 2003D Bonds are not to be payable from or charged upon any funds other than the revenue pledged to the payment thereof; the Issuer is not subject to any liability thereon; no holder of any Senior Bonds, Series 2003C Bonds or Series 2003D Bonds shall ever have the right to compel any exercise by the Issuer of its taxing powers to pay any of the Senior Bonds, Series 2003C Bonds or Series 2003D Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the Issuer except the interests of the Issuer in the Loan Agreement, Subordinate Loan Agreement and Series D Loan Agreement which have been assigned to the Trustee under the Indenture, Subordinate Indenture and Series D Indenture; the Senior Bonds, Series 2003C Bonds or Series 2003D Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Issuer except the interests of the Issuer in the Loan Agreement, Subordinate Loan Agreement and Series D Loan Agreement which have been assigned to the Trustee under the Indenture and Subordinate Indenture; the Senior Bonds, Series 2003C Bonds and Series 2003D Bonds shall recite that the Senior Bonds, Series 2003C Bonds or Series 2003D Bonds do not constitute or give rise to a pecuniary liability or moral obligation of the Issuer, the state or its political subdivisions, and that the Senior Bonds, Series 2003C Bonds or Series 2003D Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof; and the Senior Bonds, Series 2003C Bonds and Series 2003D Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory or home rule charter limitation of indebtedness. The Senior Bonds, Series 2003C Bonds and Series 2003D Bonds are neither a moral or legal obligation nor an annual appropriation obligation of the Issuer. 7. Approval of Forms; Execution. Subject to the approval of the City Attorney and the officers authorized to execute such documents, and the provisions of Section 12 herein, Loan Agreement, Subordinate Loan Agreement, Series D Loan Agreement, Indenture, Subordination Agreement, Subordinate Indenture, Series D Indenture, Tax Compliance 6 Agreement, Purchase Agreement, Series 2003C Purchase Agreement and Series 2003D Purchase Agreement, and exhibits thereto and all other documents listed in paragraph 5 hereof or otherwise necessary or appropriate to the transaction are approved (1), if submitted to this meeting, substantially in the forms submitted (except as otherwise provided for the Official Statement, Series C Official Statement and Series D Official Statement in paragraph 8 hereof) and (2), if not submitted to this meeting, in such forms as may be necessary or appropriate and approved by Bond Counsel. The Loan Agreement, Subordinate Loan Agreement, Series D Loan Agreement, Subordinate Indenture Series D Indenture, and Indenture, in substantially the forms submitted, are directed to be executed in the name and on behalf of the Issuer by the Mayor and City Manager. Any other Issuer documents and certificates necessary or appropriate to the transaction described above shall be executed by the appropriate Issuer officers. Copies of all of the documents necessary to the transaction herein described shall be delivered, filed and recorded as provided herein and in the Loan Agreement, Subordinate Loan Agreement, Series D Loan Agreement, Subordinate Indenture, Series D Indenture and Indenture. 8. Official Statement Series C Official Statement and Series D Official Statement. The Issuer has been presented with a draft of the Official Statement, which is to be completed and dated on or about the date of the delivery of and payment for the Bonds. The Issuer hereby consents to the presentation of information relating to the Issuer in the Official Statement under the caption "The Issuer". The Issuer hereby finds that the information in the sections of the Official Statement captioned "The Issuer" and "Absence of Material Litigation" do not contain any untrue statement of a material fact, and hereby approves in substantially the form submitted to the City Council at this meeting such information for inclusion in the Official Statement; and the Issuer hereby ratifies, confirms and consents to the use of said sections in the Official Statement in connection with the sale of the Bonds. The Issuer has not prepared nor made any independent investigation of the information contained in the Official Statement other than the sections therein captioned "The Issuer" and "Absence of Material Litigation" and the Issuer takes no responsibility for such information. Subject to the statements above in this paragraph, the Issuer approves the form of the Official Statement and authorizes its use in connection with the sale of the Bonds. The Issuer has been presented with a draft of the Series C Official Statement, which is to be completed and dated on or about the date of the delivery of and payment for the Series 2003C Bonds. The Issuer hereby consents to the presentation of information relating to the Issuer in the Series C Official Statement under the caption "The Issuer". The Issuer hereby finds that the information in the sections of the Series C Official Statement captioned "The Issuer" and "Absence of Material Litigation" do not contain any untrue statement of a material fact, and hereby approves in substantially the form submitted to the City Council at this meeting such information for inclusion in the Series C Official Statement; and the Issuer hereby ratifies, confirms and consents to the use of said sections in the Series C Official Statement in connection with the sale of the Series 2003C Bonds. The Issuer has not prepared nor made any independent investigation of the information contained in the Series C Official Statement other than the sections therein captioned "The Issuer" and "Absence of Material Litigation" and the Issuer takes no responsibility for such information. Subject to the statements above in this paragraph, the Issuer approves the form of the Series C Official Statement and authorizes its use in connection with the sale of the Series 2003C Bonds. 7 The Issuer has been presented with a draft of the Series D Official Statement, which is to be completed and dated on or about the date of the delivery of and payment for the Series 2003D Bonds. The Issuer hereby consents to the presentation of information relating to the Issuer in the Series D Official Statement under the caption "The Issuer". The Issuer hereby finds that the information in the sections of the Series D Official Statement captioned "The Issuer" and "Absence of Material Litigation" do not contain any untrue statement of a material fact, and hereby approves in substantially the form submitted to the City Council at this meeting such information for inclusion in the Series D Official Statement; and the Issuer hereby ratifies, confirms and consents to the use of said sections in the Series D Official Statement in connection with the sale of the Series 2003D Bonds. The Issuer has not prepared nor made any independent investigation of the information contained in the Series D Official Statement other than the sections therein captioned "The Issuer" and "Absence of Material Litigation" and the Issuer takes no responsibility for such information. Subject to the statements above in this paragraph, the Issuer approves the form of the Series D Official Statement and authorizes its use in connection with the sale of the Series 2003D Bonds. 9. Issuance; Acceptance of Offer. Subject to Section 12 hereof, the Issuer shall proceed forthwith to issue its Bonds, in the form and upon the terms set forth in the Indenture, including the years and amounts of maturities of the Bonds; provided that the amounts of maturities may be sinking fund installment amounts of term bonds if so specified by the Purchaser. The Bonds shall be in an amount not to exceed $23,500,000 for the Series 2003A Bonds and not to exceed $500,000 for the Series 2003B Bonds, or in a lesser amount if the Mayor and City Manager of the Issuer determine that a smaller amount is sufficient and is desirable. The Bonds shall bear interest at the variable rates established pursuant to the Indenture, but in no event shall the interest rate or rates exceed 8% for the Series 2003A Bonds or 8% for the Series 2003B Bonds. The offer of the Purchaser to purchase the Bonds for a sum equal to the par value (one hundred percent, 100%) of the aggregate principal amount thereof as reduced by any original issue discount, is hereby accepted, and the Mayor and City Manager of the Issuer are hereby authorized and directed to execute the Purchase Agreement when the principal amounts have been so established. The Mayor and City Manager of the Issuer and other officials are hereby authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication and delivery to the Purchaser. Subject to Section 12 hereof, the Issuer shall proceed forthwith to issue its Series 2003C Bonds, in the form and upon the terms set forth in the Subordinate Indenture, including the years and amounts of maturities of the Series 2003C Bonds (subject to adjustment of the amounts as set forth below); provided that the amounts of maturities may be sinking fund installment amounts of term bonds if so specified by the Purchaser. The Series 2003C Bonds shall be in an amount not to exceed $2,000,000. The Series 2003C Bonds shall bear interest at the rates set forth in the Subordinate Indenture, not to exceed 8.00%. The offer of the Purchaser to purchase the Series 2003C Bonds for a sum equal to the par value (one hundred percent, 100%) of the aggregate principal amount thereof as reduced by any original issue discount, is hereby accepted, and the Mayor and City Manager are hereby authorized and directed to execute the Series 2003C Purchase Agreement when the principal amounts and interest rates have been so established. The Mayor and City Manager and other officials are hereby authorized and 8 directed to prepare and execute the Series 2003C Bonds as prescribed in the Subordinate Indenture and to deliver them to the Trustee for authentication and delivery to the Purchaser. Subject to Section 12 hereof, the Issuer shall proceed forthwith to issue its Series 2003D Bonds, in the form and upon the terms set forth in the Series D Indenture, including the years and amounts of maturities of the Series 2003D Bonds (subject to adjustment of the amounts as set forth below); provided that the amounts of maturities may be sinking fund installment amounts of term bonds if so specified by the Purchaser. The Series 2003D Bonds shall be in an amount not to exceed $2,000,000, and in the aggregate, the Series 2003A Bonds, Series 2003C Bonds and Series 2003D Bonds shall not exceed $26,500,000, and in the aggregate, the Series 2003C Bonds and Series 2003D Bonds shall not exceed $4,000,000. The Series 2003D Bonds shall bear interest at the rates set forth in the Series D Indenture, not to exceed 9.00%. The offer of the Purchaser to purchase the Series 2003D Bonds for a sum equal to the par value (one hundred percent, 100%) of the aggregate principal amount thereof as reduced by any original issue discount, is hereby accepted, and the Mayor and City Manager are hereby authorized and directed to execute the Series 2003D Purchase Agreement when the principal amounts and interest rates have been so established. The Mayor and City Manager and other officials are hereby authorized and directed to prepare and execute the Series 2003D Bonds as prescribed in the Series D Indenture and to deliver them to the Trustee for authentication and delivery to the Purchaser. 10. Records and Certificates. The Mayor and City Manager and other officers of the Issuer are authorized and directed to prepare and furnish to the Purchaser certified copies of all proceedings and records of the Issuer relating to the Bonds and such other affidavits and certificates as may be required to show the facts relating to the legality of 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 Issuer as to the truth of all statements contained therein. 11. Changes in Forms Approved: Absent and Disabled Officers. The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved prior to their delivery by Bond Counsel and by the Issuer officials authorized herein to execute or accept, as the case may be, said documents; and said Issuer officials are hereby authorized to approve said changes on behalf of the Issuer. The execution of any instrument by the appropriate officer or officers of the Issuer herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the event of absence or disability of the Mayor or City Manager, any of the documents authorized by this resolution to be executed may be executed without further act or authorization of the City Council by the Acting Mayor, or the person authorized to act in the stead of the City Manager, respectively, or by such other officer or officers of the Issuer as, in the opinion of Bond Counsel,may act in their behalf. 12. Future Amendments. The authority to approve, execute and deliver future amendments to the documents described herein entered into by the Issuer in connection with the issuance of the Bonds and consents required under the documents described herein is hereby delegated to the Mayor and City Manager, subject to the following conditions: (a) such 9 amendments or consents do not require the consent of the holders of the Bonds; (b) such amendments or consents to not materially adversely affect the interests of the Issuer; (c) such amendments or consents do not contravene or violate any policy of the Issuer; and (d) such amendments or consents are acceptable in form and substance to the counsel retained by the Issuer to review such amendments. The authorization hereby given shall be hither 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 Issuer authorized to act in their place and stead. 13. Headings; Terms. Paragraph headings in this resolution are for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. Capitalized terms used,but not defined, herein shall have the meanings given them in, or pursuant to, the Indenture, Subordinate Indenture, Series D Indenture, Loan Agreement, Subordinate Loan Agreement or Series D Loan Agreement. Passed by the City Council of the City of Eden Prairie, Minnesota, this 4tn day of February, 2003. CITY OF EDEN PRAIRIE, MINNESOTA an T a- e yor ATTEST: Ai &&IJ ?!�—_ Kath een Porta, City Clerk 10