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registered in the name of the Lender, or such transferee as may be designated by the Lender, as
<br />applicable.
<br />5. Authorization of Obligations. For the purposes set forth above, there is hereby authorized
<br />the issuance, sale, and delivery of the Obligations (including the Series A Bonds and the Series B Bonds)
<br />in one or more series, at one time or from time to time, in an aggregate principal amount not to exceed
<br />$7,000,000. The City hereby authorizes the Obligations to be issued, in whole or in part, as "tax-exempt
<br />bonds," the interest on which is excludable from gross income for federal and State of Minnesota income
<br />tax purposes; provided that, if necessary, certain Obligations may be issued as taxable obligations.
<br />The Council hereby authorizes and directs the execution of the Series A Bonds in accordance with
<br />the terms of the Indenture and authorizes and directs the execution of the Series B Note.
<br />All of the provisions of the Obligations, when executed as authorized herein, shall be deemed to be
<br />a part of this Resolution as fully and to the same extent as if incorporated verbatim herein and shall be in
<br />full force and effect from the date of execution and delivery thereof. The Series A Bonds shall be
<br />substantially in the form in the Indenture on file with the City and the Series B Note shall be substantially
<br />in the form on file with the City, which forms are hereby approved, with such necessary and appropriate
<br />variations, omissions, and insertions as the Mayor and the City Administrator (the "City Officials"), in their
<br />discretion, shall determine. The execution of the Obligations with the manual or facsimile signatures of the
<br />City Officials and the delivery of the Obligations by the City shall be conclusive evidence of such
<br />determination.
<br />6. Limitation of Liability. The Obligations shall be special, limited revenue obligations of
<br />the City payable solely from the revenues provided by the Borrower pursuant to the Loan Agreements and
<br />other funds pledged pursuant to the applicable Financing Documents; the City does not pledge its general
<br />credit or taxing powers or any funds of the City to the payment of the Obligations.
<br />No provision, covenant or agreement contained in the aforementioned documents, the Obligations,
<br />or in any other document relating to the Obligations, and no obligation therein or herein imposed upon the
<br />City or the breach thereof, shall constitute or give rise to a general or moral obligation of the City or any
<br />pecuniary liability of the City or any charge upon its general credit or taxing powers. In making the
<br />agreements, provisions, covenants, and representations set forth in such documents, the City has not
<br />obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Loan
<br />Agreements which are to be applied to the payment of the Obligations, as provided therein and as assigned
<br />to the Trustee, under the Indenture, or the Lender, under the Loan Assignment Agreement.
<br />7. Approval of Housing Program; Compliance with Certain Rental and Occupancy
<br />Restrictions as to the Project. The Housing Program is hereby adopted, ratified, and approved in all respects
<br />without amendment. The City staff is hereby authorized to do all other things and take all other actions as
<br />may be necessary or appropriate to carry out the Housing Program in accordance with the Act and any other
<br />applicable laws and regulations. To ensure compliance with certain rental and occupancy restrictions
<br />imposed by the Act and Section 142(d) of the Code and to ensure compliance with certain restrictions
<br />imposed by the City, the Project will be subject to a Regulatory Agreement, dated as of or after June 1,
<br />2026 (the "Regulatory Agreement"), among the City, the Borrower, and the Trustee.
<br />8. Approval of Forms, Execution. The City Officials are hereby authorized and directed to
<br />execute and deliver the Indenture, the Loan Agreements, the Loan Assignment Agreement, the Obligations,
<br />the Bond Purchase Agreement, the Regulatory Agreement, the Mortgage Assignment, a Subordination
<br />Agreement between the Subordinate Lender, Colliers Mortgage LLC, the City and the Borrower, and any
<br />consents or such other documents and certificates as are necessary or appropriate in connection with the
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<br />4933-6580-5482.2
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