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HomeMy WebLinkAboutResolution - 2017-20 - Prairie Meadows Townhomes Project, Series 2017 Bonds - 01/17/2017 CITY OF EDEN PRAIRIE HENNEPIN COUNTY,MINNESOTA RESOLUTION NO.2017-20 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EDEN PRAIRIE, MINNESOTA, ADOPTING A HOUSING PROGRAM WITH RESPECT TO A MULTIFAMILY HOUSING PROJECT; AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF MULITFAMILY HOUSING REVENUE BONDS (PRAIRIE MEADOWS TOWNHOMES PROJECT), SERIES 2017; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF SUCH BONDS AND RELATED DOCUMENTS; AND PROVIDING FOR THE SECURITY,RIGHTS,AND REMEDIES WITH RESPECT TO SUCH BONDS BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota(the "Council")as follows: 1. STATUTORY AUTHORIZATION. The City of Eden Prairie, Minnesota, a statutory city organized and existing under the Constitution and laws of the State of Minnesota (the "City" or "Issuer"), is authorized by Minnesota Statutes, Chapter 462C, as amended (the "Act"), to carry out the public purposes described in the Act by issuing its revenue bonds to provide funds to finance multifamily housing developments within its boundaries. In the issuance of revenue bonds and in the making of loans to finance multifamily housing developments, 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. Such bonds must receive an allocation of the bonding authority of the State of Minnesota. 2. CONDITIONS TO ISSUANCE OF BONDS. As a condition to the issuance of revenue bonds, the City must adopt a housing program providing the information required by Section 462C.03, subdivision la of the Act. A public hearing must be held in accordance with the requirements of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code") and the requirements of Section 462C.04, subdivision 2 of the Act. Section 147(f) of the Code requires approval of the Council of the issuance of revenue bonds after a public hearing following "reasonable public notice," defined under Section 5f.103-2(g)(3)of the Treasury Regulations to mean no fewer than fourteen (14) days before the hearing. Under Section 462C.04, subdivision 2 of the Act, a public hearing must be held on the housing program after one publication of notice in a newspaper circulating generally in the City, at least fifteen (15) days before the hearing, and on or before the day on which notice of the public hearing is published, the housing program must be submitted to the Metropolitan Council for its review and comment. 3. THE BORROWER AND THE PROJECT. Prairie Meadows Limited Partnership, a Minnesota limited partnership (the"Borrower"), has requested that the City participate in the financing of the acquisition, construction, and rehabilitation of an approximately 168-unit multifamily rental housing development, comprised of twenty-eight (28) town home buildings and functionally related and subordinate facilities, located at 11345 Westwind Drive in the City(the"Project")through the issuance of revenue bonds, the proceeds of which are to be loaned by the City to the Borrower. The Project is currently owned by Community Housing Development Corporation Prairie Meadows, LLC, a Minnesota limited liability company. 4. PRELIMINARY RESOLUTION. On November 15, 2016, the Council adopted Resolution No. 2016-118 (the "Preliminary Resolution"), pursuant to which the City, among other things: (i) authorized the preparation of a Program for a Multifamily Housing Development (the "Housing Program")to provide for the issuance by the City of multifamily housing revenue bonds, in an aggregate principal amount not to exceed $18,000,000 (the "Bonds"), to finance the acquisition, construction, and rehabilitation by the Borrower of the Project and the submission of the Housing Program to the Metropolitan Council for its review and comment; (ii) preliminarily authorized the issuance of the Bonds to finance all or a portion of the costs of the Project pursuant to the Housing Program; and (iii) authorized the City Manager to establish a date for the public hearing and to publish a notice of public hearing on the Housing Program,the Project, and the issuance of the Bonds. 5. PUBLIC HEARING. A notice of public hearing was published on December 29, 2016 (the "Public Notice") in the Eden Prairie News, the official newspaper and a newspaper of general circulation in the City, at least fifteen (15) days before the public hearing held on the date hereof, with respect to: (i)the required public hearing under Section 147(f) of the Code; (ii)the required public hearing under Section 462C.04, subdivision 2 of the Act; (iii) the Housing Program to authorize the issuance by the City of the Bonds to finance the acquisition, construction, and rehabilitation of the Project; and (iv) approval of the issuance of the Bonds in an amount not to exceed $18,000,000. At the public hearing, a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing. 6. THE HOUSING PROGRAM. The Housing Program was prepared in accordance with the requirements of Section 462C.03, subdivision la, of the Act, and is on file with the City. The Housing Program was submitted to the Metropolitan Council for its review and comment on or before the date of publication of the Public Notice in accordance with Section 462C.04, subdivision 2 of the Act. The Housing Program is hereby adopted, ratified, and approved in all respects without amendment. The preparation of the Housing Program is hereby ratified, confirmed, and approved. The City Manager is hereby authorized to do all other things and take all other actions as may be necessary or appropriate to carry out the Housing Program in accordance with the Act and any other applicable laws and regulations. 7. APPROVAL OF THE BONDS AND RELATED FINANCING DOCUMENTS. For the purpose of financing a portion of the costs of the acquisition, construction, and rehabilitation of the Project and related costs, there is hereby authorized the issuance, sale, and delivery of the Bonds, in an aggregate principal amount not to exceed $18,000,000, for the benefit of the Borrower. The Bonds are to be designated as Multifamily Housing Revenue Bonds (Prairie Meadows Townhomes Project), Series 2017. The Bonds may be given a different designation in the discretion of the Mayor, the City Manager and the Finance Manager of the City(collectively,the "Issuer Officials"). The Bonds, substantially in the form set forth in a Trust Indenture, dated on or after February 1, 2017 (the "Indenture"), between the City and U.S. Bank National Association, a national banking association (the "Trustee"), now on file with the City, are hereby approved with the amendments referenced herein. 8. The Indenture is hereby approved and the Mayor and City Manager are hereby authorized to execute and deliver the Indenture on behalf of the City. All of the provisions of the Indenture, 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 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, as the Issuer Officials, in their discretion, shall determine, and the execution and delivery thereof by the Mayor and City Manager shall be conclusive evidence of such determination. 2 9. The Bonds may be sold to one or more banks or other financial institutions (the "Lender") in a private placement under terms and conditions negotiated between the Borrower and the Lender. 10. The Bonds will be sold pursuant to a Bond Purchase Agreement, dated on or after the pricing date of the Bonds (the "Bond Purchase Agreement"), among the City, the Borrower, and Dougherty& Company LLC, as original purchaser of the Bonds (the"Underwriter"). The Bond Purchase Agreement is hereby approved and the Mayor and City Manager are hereby authorized to execute and deliver the Bond Purchase Agreement on behalf of the City. All of the provisions of the 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 Bond Purchase Agreement 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, as the Issuer Officials, in their discretion, shall determine, and the execution and delivery thereof by the Mayor and City Manager shall be conclusive evidence of such determination. 11. The proceeds derived from the sale of the Bonds are to be loaned by the City to the Borrower under the terms of a Loan Agreement, dated on or after February 1, 2017 (the "Loan Agreement"), between the City and the Borrower. The Loan Agreement is hereby approved and the Mayor and City Manager are hereby authorized to execute and deliver the Loan Agreement on behalf of the City. All of the provisions of the Loan Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement 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, as the Issuer Officials, in their discretion, shall determine, and the execution and delivery thereof by the Mayor and City Manager shall be conclusive evidence of such determination. The proceeds of the loan to be made under the terms of the Loan Agreement (the "Loan") are hereby authorized to be applied to the payment of a portion of the costs of the acquisition, construction, and rehabilitation of the Project and related costs. 12. LIMITED REVENUE OBLIGATIONS OF THE CITY. The City acknowledges, finds, determines, and declares that THE BONDS, INTEREST THEREON, AND ANY PENALTY, CHARGE, OR PREMIUM OR ANY AMOUNTS PAYABLE THEREUNDER, OR HOWEVER DESIGNATED (hereinafter referred to throughout as the "Bonds") ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER PAYABLE SOLELY FROM THE REVENUES AND PROCEEDS PLEDGED THERETO. THE BONDS AND THE INTEREST THEREON DO NOT CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY, GENERAL OR MORAL OBLIGATION OR A PLEDGE OF THE FULL FAITH AND CREDIT OR TAXING POWER OF THE ISSUER, THE STATE OF MINNESOTA, OR ANY POLITICAL SUBDIVISION OF THE STATE OF MINNESOTA WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATIONS AND ARE NOT PAYABLE FROM OR A CHARGE UPON ANY FUNDS OF THE ISSUER OTHER THAN THE REVENUES AND PROCEEDS PLEDGED BY THE ISSUER TO THE PAYMENT THEREOF AND DO NOT GIVE RISE TO A PECUNIARY LIABILITY OF THE ISSUER NOR OF ANY OF ITS OFFICERS, AGENTS OR EMPLOYEES AND NO HOLDER OF THE BOND SHALL EVER HAVE THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE ISSUER OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS TO PAY THE BONDS OR TO ENFORCE PAYMENT THEREOF AGAINST ANY PROPERTY OF THE ISSUER. THE BONDS DO NOT CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITABLE UPON ANY PROPERTY OF THE ISSUER 3 AND THE AGREEMENT OF THE ISSUER TO PERFORM OR CAUSE THE PERFORMANCE OF THE COVENANTS AND OTHER PROVISIONS HEREIN REFERRED TO SHALL BE SUBJECT AT ALL TIMES TO THE AVAILABILITY OF REVENUES OR OTHER FUNDS FURNISHED FOR SUCH PURPOSE IN ACCORDANCE WITH THE LOAN AGREEMENT, SUFFICIENT TO PAY ALL COSTS OF SUCH PERFORMANCE OR THE ENFORCEMENT THEREOF. NEITHER THE STATE OF MINNESOTA NOR ANY POLITICAL SUBDIVISION OF THE STATE OF MINNESOTA NOR THE ISSUER SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF THE BONDS, THE INTEREST THEREON OR OTHER COSTS INCIDENT THERETO EXCEPT FROM REVENUES PLEDGED THEREFOR UNDER THE INDENTURE, AS MORE FULLY SET FORTH IN THE INDENTURE. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER, IF ANY, OF THE ISSUER, THE STATE OF MINNESOTA,NOR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF THE BONDS OR THE INTEREST THEREON OR OTHER COSTS INCIDENT THERETO. THE BONDS ARE NOT A DEBT OF THE UNITED STATES OF AMERICA, HUD, FHA, GNMA OR ANY OTHER AGENCY THEREOF AND ARE NOT GUARANTEED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES OF AMERICA. THE BONDS ARE NEITHER A MORAL NOR AN ANNUAL APPROPRIATION OBLIGATION OF THE ISSUER, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE PROVISIONS OF THIS PARAGRAPH SHALL, FOR PURPOSES OF THE BONDS, BE CONTROLLING AND SHALL BE GIVEN FULL FORCE AND EFFECT, ANYTHING ELSE TO THE CONTRARY IN THE BONDS NOTWITHSTANDING. 13. TERMS OF THE BONDS. 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. All of the provisions of the 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 Bonds shall bear interest at the rate, shall be designated, shall be numbered, shall be dated, shall mature, shall be issued in the aggregate principal amount, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the Indenture, in the form now on file with the City, which form is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of the Bonds, the stated maturity of the Bonds, the interest rate on the Bonds, and the terms of redemption of the Bonds) as the Issuer Officials, in their discretion, shall determine. The execution of the Bonds with the manual or facsimile signature of the Mayor and City Manager and the delivery of the Bonds by the City shall be conclusive evidence of such determination. The Bonds shall not constitute general or moral obligations of the City but shall be special, limited obligations of the City payable solely from the revenues provided by the Borrower under the terms of the Loan Agreement and from the revenues and security pledged, assigned, and granted under the terms of this resolution, the Bonds, the Loan Agreement, and any other security documents provided by the Borrower or any other party to secure the timely payment of the principal of, premium, if any, and interest on the Bonds. As provided in the Loan Agreement, the Bonds shall not be payable from nor charged upon any funds other than the revenue pledged to their payment, nor shall the City be subject to any liability thereon, except as otherwise provided in this paragraph. No holder of the Bonds shall ever have the right to compel any exercise by the City of any taxing powers of the City to pay the Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the City except the interests of the City in the Loan Agreement and the revenues and assets thereunder, which will be assigned to the Trustee under the terms of the Indenture. 4 The Bonds shall recite that the Bonds are issued under the Act, and that the Bonds, including interest and premium, if any, thereon, are payable solely from the revenues and assets pledged to the payment thereof, and the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitations. 14. SECURITY FOR THE BONDS. The City acknowledges and hereby approves any one or more of the following to be provided as security for the payment of the obligations of the Borrower under the Loan Agreement, and the payment of the principal of, premium, if any, and interest on the Bonds: (i) one or more mortgages or security agreements granting a mortgage lien or security interest with respect to the Project or any portion thereof to the Trustee; (ii) one or more collateral assignments of the contracts between the Borrower and the architect and contractor with respect to the Project; (iii) one or more indemnity agreements; (iv) a disbursing agreement, between the Borrower, the Trustee, a disbursing agent to be selected by the Borrower, and a lender to provide for the disbursement of the proceeds of the Bonds and the Loan; and (v) other security documents that are intended to ensure timely payment of the Loan and the Bonds. All such security documents, if any are delivered, shall be substantially in the forms authorized and approved by the Borrower. 15. THE REGULATORY AGREEMENT. To ensure continuing compliance with certain rental and occupancy restrictions imposed by the Act, Minnesota Statutes, Chapter 474A, as amended, and Section 142(d) of the Code, and to ensure continuing compliance with certain restrictions imposed by the City, the Mayor and City Manager are hereby authorized and directed to execute and deliver a Regulatory Agreement, dated on or after February 1, 2017 (the "Regulatory Agreement'), between the City,the Borrower, and the Trustee. The Regulatory Agreement shall be substantially in the form now on file with the City which is hereby approved, with such omissions and insertions as do not materially change the substance thereof, as the Issuer Officials, in their discretion, shall determine, and the execution thereof by the Mayor and City Manager shall be conclusive evidence of such determination. All of the provisions of the Regulatory Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. 16. OTHER CITY DOCUMENTS. The Issuer Officials are hereby designated as the representatives of the City with respect to the issuance of the Bonds and the transactions related thereto. The Finance Manager is authorized, 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 custody and control of the City; and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. The Finance Manager is hereby further authorized to execute and deliver, on behalf of the City, all other certificates, instruments, and other written documents that may be requested by bond counsel, the Trustee, the Lender (as applicable), the Borrower, 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, the City Manager or Finance Manager is specifically authorized to execute and deliver such other documents and certificates as are necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds, including one or more consents to the assignment of a development agreement, and all other documents and certificates as the Issuer Officials shall deem to be necessary or appropriate in connection with the issuance, sale, and delivery of the Bonds. The Finance Manager is hereby further authorized and directed to execute and deliver an Information Return for Tax- Exempt Private Activity Bond Issues, Form 8038 with respect to the Bonds, an endorsement to any tax certificate as to arbitrage, rebate, and other federal tax matters executed and delivered in connection with the issuance of the Bonds and all other instruments and documents necessary to accomplish the purposes 5 for which the Bonds are to be issued. The preparation and filing of a Uniform Commercial Code financing statement with respect to the assignment of the interests of the City in the Loan Agreement (excluding any unassigned rights as provided in the Loan Agreement), is hereby authorized. The City hereby authorizes Kennedy & Graven, Chartered, as bond counsel to the City ("Bond Counsel"), to prepare, execute, and deliver its approving legal opinion with respect to the Bonds. 17. DISCLOSURE DOCUMENTS. The City will not participate in the preparation or distribution of any official statement or other disclosure documents relating to the offer and sale of the Bonds (the "Disclosure Documents"), except only for certain information relating specifically to the City as approved by the Finance Manager, and will make no independent investigation with respect to the information contained in the Disclosure Documents, 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 of the Disclosure Documents in connection with the offer and sale of series of the Bonds to be offered and sold pursuant to such Disclosure Documents. The Disclosure Documents are the sole materials consented to by the City for use in connection with the offer and sale of publicly-offered Bonds. The City hereby approves the execution by the Borrower and delivery to the Trustee of continuing disclosure agreements or undertakings with respect to the Project and the Borrower. 18. SUBSEQUENT AMENDMENTS. On any date subsequent to the date of issuance of the Bonds, the respective Issuer Officials are hereby authorized to execute and deliver any amendments or supplements to any of the documents referred to in this resolution on behalf of the City if, after review by and consultation with the City Attorney and Bond Counsel, the Issuer Officials determine that the execution and delivery of such amendment or supplement is not materially inconsistent with this resolution. The Issuer Officials may impose any terms or conditions on the execution and delivery by any of the Issuer Officials of any such amendment or supplement as the Issuer Officials deem appropriate. 19. LIMITATIONS OF LIABILITY. No covenant, provision or agreement of the Issuer herein, or in the Bonds or in any other document executed by the Issuer(or any other party) in connection with the issuance, sale and delivery of the Bonds, or any obligation herein or therein imposed upon the Issuer or respecting beach thereof, shall give rise to a pecuniary liability of the Issuer, its officers, employees or agents, or a charge against the Issuer's general credit or taxing powers or shall obligate the Issuer, its officers, employees or agents, financially in any way except with respect to this Agreement and the application of revenues therefrom and the proceeds of the Bonds. The Bonds shall be and constitute only a special and limited revenue obligation of the Issuer, payable solely from the revenues pledged to the payment thereof pursuant to the Indenture, and the Bonds do not now and shall never constitute an indebtedness, a general or moral obligation or a loan of the credit of the issuer or a line, charge or encumbrance, legal or equitable, against the Issuer's general credit or taxing powers or any of the Issuer's property. No failure of the Issuer to comply with any term, condition, covenant or agreement therein shall subject the Issuer, its officers, employees or agents, to liability for any claim for damages, costs or other financial or pecuniary charges except to the extent that the same can be paid or recovered from the Loan Agreement or revenues therefrom or proceeds of the Bonds. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general funds or taxing powers of the Issuer. In making the agreements, provisions and covenants set forth in the Indenture, the Issuer has not obligated itself except with respect to the Indenture and the application of revenues under the Indenture as provided therein. The Bonds constitute special, limited obligations of the Issuer, payable solely from the revenues pledged to the payment thereof pursuant to the Loan Agreement and the Indenture, and do not now and shall never constitute an indebtedness or a loan of the credit of the Issuer, the State of Minnesota or any political subdivision thereof or a charge against the Issuer's general taxing powers within the meaning of any constitutional or statutory provision whatsoever. It is further 6 understood and agreed by the Borrower and the holders of the Bonds that the Issuer, its officers, employees or agents shall incur no pecuniary liability hereunder and shall not be liable for any expenses related hereto, all of which the Borrower agrees to pay. If, notwithstanding the provisions of this Section, the Issuer, its officers, employees or agents incurs any expense, or suffers any losses, claims or damages or incurs any liabilities,the Borrower will indemnify and hold harmless the Issuer, its officers, employees or agents from the same and will reimburse the Issuer, its officers, employees or agents for any legal or other expenses incurred by the Issuer, its officers, employees or agents in relation thereto, and this covenant to indemnify, hold harmless and reimburse the Issuer, its officers, employees or agents shall survive delivery of and payment for the Bonds and expiration or termination of the Indenture. The liability of the Issuer is further restricted as provided in the Act. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the City, and any holders of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provisions hereof, this resolution, the aforementioned documents, and all of their provisions being intended to be and being for the sole and exclusive benefit of the City,the Borrower, the Underwriter,the Lender, and any beneficial owners from time to time of the Bonds issued under the provisions of this resolution. 20. SEVERABILITY. In case any one or more of the provisions of this resolution, other than the provisions limiting the liability of the City, or of the aforementioned documents, or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents,or of the 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. 21. VALIDITY OF THE BONDS. The Bonds, when executed and delivered, shall contain a recital that they are issued in accordance with the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds, and to the execution of the aforementioned documents to happen, exist, and be performed precedent to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. 22. ADDITIONAL ACTIONS. The officers of the City, including the Issuer Officials, the City Attorney, Bond Counsel, other attorneys, and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, or the Bonds, for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the aforementioned documents, and this resolution. 23. FEES AND INDEMNIFICATION. The Borrower has agreed to pay the administrative fees of the City in accordance with the applicable policies and procedures of the City. It is hereby determined that any and all costs incurred by the City in connection with the financing of the Project will be paid by the Borrower. It is understood and agreed by the Borrower that the Borrower shall indemnify the City against all liabilities, losses, damages, costs, and expenses (including attorney's fees and expenses incurred by the City) arising with respect to the Project and the Bonds, as provided for and agreed to by and between the Borrower and the City in the Loan Agreement. The financing transaction represented by the Bonds is subject to all existing policies and procedures of the City and is also subject 7 to any conduit bond policies and procedures subsequently adopted by the City to the extent the provisions thereof are intended to be applied retroactively to conduit revenue obligations issued prior to the adoption of such conduit bond policies and procedures. 24. EFFECTIVE DATE. This resolution shall be in full force and effect from and after its adoption. [The remainder of this page is intentionally left blank.] 8 ADOPTED by the City Council of the City of Eden Prairie this 17th day of January,2017. O N Ty n Mayor ATTEST: Kat een Porta, City Clerk ED185-003(SEL) 490673v.3 9