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Res 2019- 88 Second Supplemental Indenture Rev Refunding Bonds Lexington Heights ApartmentsExtract of Minutes of Meeting of the City Council of the City of Mendota Heights, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Mendota Heights, Minnesota was duly held at City Hall in said City on Tuesday, the 19th day of November, 2019 at 7:00 o'clock P.M. The following Council members were present: Mayor Garlock, Councilors Duggan, Miller, Paper, Petschel. and the following were absent: None. Council member D" q ann then introduced and read the following written resolution and moved its adoption: A RESOLUTION 2019-88 PROVIDING FOR THE SECOND SUPPLEMENTAL INDENTURE OF TRUST RELATED TO MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (LEXINGTON HEIGHTS APARTMENTS PROJECT), SERIES 2013 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO The motion for the adoption of the foregoing resolution was duly seconded by Council member MI Herr , and upon vote being taken thereon the following voted in favor thereof. Mayor Garlock, Councilors Duggan, Miller, Paper, Petschel. and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. 12142248v2 RESOLUTION 2019-88 A RESOLUTION PROVIDING FOR THE SECOND SUPPLEMENTAL INDENTURE OF TRUST RELATED TO MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (LEXINGTON HEIGHTS APARTMENTS PROJECT), SERIES 2013 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO BE IT RESOLVED by the City Council of the City of Mendota Heights, Minnesota (the "City"), as follows: SECTION 1 LEGAL AUTHORIZATION AND FINDINGS. 1.1 Findings. The City hereby finds, determines, and declares as follows: (1) The City, pursuant to Resolution 2013-38 adopted on June 4, 2013 (the 'Bond Resolution"), has previously authorized the issuance of its revenue bonds in an original aggregate principal amount of $10,570,000 to provide funds that were loaned to Riley Family Lexington Heights, LLLP, f/k/a Lexington Heights Associates Limited Partnership, a Minnesota limited liability limited partnership (the "Borrower"), to refinance the acquisition, construction, and equipping of a 225 -unit multifamily housing development, located at 230 South Lexington in the City, which facilities are owned and operated by the Borrower (the "Project"). (2) The City issued its Multifamily Housing Revenue Refunding Bonds (Lexington Heights Apartments Project), Series 2013, dated August 1, 2013, (the 'Bonds"), pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), and sold the Bonds to Wells Fargo Bank, National Association, a national banking association (the "Purchaser" or "Sole Bondholder") in accordance with an Indenture of Trust dated as of August 1, 2013 (the "Original Indenture") between the City and Wells Fargo Bank, National Association, as trustee (the "Trustee"). (3) Pursuant to a Loan Agreement (the "Loan Agreement") dated as of August 1, 2013 between the City and the Borrower, the Borrower agreed to repay the Bonds in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Bonds. In addition, the Loan Agreement contains provisions relating to the expenditure of proceeds of the Bonds, the maintenance and operation of the Project, indemnification, insurance, and other agreements and covenants which are required or permitted by the Act and which the City, the Borrower, and the Sole Bondholder deemed necessary or desirable for the refinancing of the Project. (4) By Resolution 2018-69 adopted on September 4, 2018 (the "First Supplemental Resolution" and, with the Bond Resolution, the "Resolution"), the City approved, executed, and delivered a First Supplemental Indenture of Trust dated as of September 1, 2018 (the "First Supplemental Indenture" and, with the Original Indenture, the "Indenture"). (5) The Sole Bondholder, the Borrower, and the Trustee have informed the City that they have agreed to certain changes in the terms of the Indenture and the Bonds. 1 12142248v2 (6) The form of Second Supplemental Indenture of Trust between the City and the Trustee, and consented to by the Borrower and the Sole Bondholder, proposed to be entered into in order to document changes in the terms of the Indenture has been submitted to the City Council and is on file in the office of the City Clerk (the "Second Supplemental Indenture"). SECTION 2 AUTHORIZATION OF SUPPLEMENTAL INDENTURE. 2.1 ADDroval and Execution of Second Supplemental Indenture. (1) The Second Supplemental Indenture is made a part of this Resolution as though fully set forth herein and is hereby approved in substantially the form presented to the City Council. The Mayor and the Administrator are authorized and directed to execute, acknowledge, and deliver the Second Supplemental Indenture on behalf of the City with such changes, insertions, and omissions therein as bond counsel to the City may hereafter deem appropriate, such execution to be conclusive evidence of approval of such documents in accordance with the terms hereof. (2) The Mayor and the Administrator are authorized and directed to execute and deliver all other documents which may be required under the terms of the Second Supplemental Indenture or by bond counsel, and to take such other action as may be required or deemed appropriate for the performance of the duties imposed thereby to carry out the purposes thereof. (3) The Mayor and Administrator and other officers of the City are authorized to furnish to the Trustee, the Borrower, and bond counsel certified copies of all proceedings and records of the City relating to the Second Supplemental Indenture, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability 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 City as to the truth of all statements contained therein. (4) In the event that for any reason the Mayor or the Administrator is unable to carry out the execution of any of the documents or other acts provided herein, any other officer of the City or member of its City Council as, in the opinion of the City's attorney, is authorized to act in that capacity and undertake such execution or acts on behalf of the City, shall without further act or authorization execute and deliver the Second Supplemental Indenture and do all things and execute all instruments and documents required to be done or executed by such officers, with full force and effect, which executions or acts shall be valid and binding on the City. (5) This resolution constitutes a supplement to the Bond Resolution. 2.2 No Liability of City. Nothing in this resolution or in the documents prepared pursuant hereto shall authorize the expenditure of any municipal funds on the Project other than the revenues derived from the Project or otherwise granted to the City for this purpose. The Bonds shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property or funds of the City except the revenues and proceeds pledged to the payment thereof, nor shall the City be subject to any liability thereon. The holders of the Bonds shall never have the right to compel any exercise of the taxing power of the City to pay the outstanding principal on the Bonds or the interest thereon, or to enforce payment thereof against any property of the City. The Bonds 2 12142248v2 recite in substance that the Bonds, including interest thereon, are payable solely from the revenue and proceeds pledged to the payment thereof. The Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. Adopted by the City Council of the City of Mendota Heights, Minnesota this 19th day of November, 2019. Mayor ATT 'tL�'�10 - Clerk 3 12142248v2 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental Indenture of Trust to be duly executed and delivered as of the date and year first written above. CITY OF MENDOTA HEIGHTS, MINNESOTA By: f��JLJ'T-� " Name: Neil Garlock Title: Mayor 'VJ-By: ---- r " ��� Name: Mark McNeill Title: City Administrator [Signature page of Second Supplemental Indenture of Trust - Lexington Heights Apartments Project] S-1 121420300 CERTIFICATE STATE OF MINNESOTA COUNTY OF DAKOTA CITY OF MENDOTA HEIGHTS I, Lorri Smith, duly appointed, acting and qualified Clerk of the City of Mendota Heights, do hereby certify that I have examined the City of Mendota Heights records and the Minute Book of said Authority for the meeting of the 19th of November, 2019 and that the attached copy of the RESOLUTION PROVIDING FOR THE SECOND SUPPLEMENTAL INDENTURE OF TRUST RELATED TO MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (LEXINGTON HEIGHTS APARTMENTS PROJECT), SERIES 2013 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO was approved and is a true and correct copy of the City Proceedings relating to said Resolution. IN WITNESS WHEREOF, I have hereunto set my hand this J9 day of No ✓ , 2019. 3L- 90-4c Clerk City of Mendota Heights 12142248v2