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RES 17-104CERTIFICATE CITY OF OTSEGO I, the undersigned being a duly qualified and acting officer of the City of Otsego, Minnesota, hereby attest and certify that: 1. As such officer, I have the legal custody of the original record from which the attached resolution was transcribed. 2. I have carefully compared the attached resolution with the original record of the meeting at which the resolution was acted upon. 3. I find the attached resolution to be a true, correct and complete copy of the original: Resolution No. 2017-104 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SALE OF REFUNDING REVENUE BONDS, AT THE REQUEST OF EVANS PARK, INC., AND APPROVING FORMS OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH 4. I further certify that the affirmative vote on said resolution was 5 ayes, 0 nays, and 0 absent/abstention. 5. Said meeting was duly held, pursuant to call and notice thereof, as required by law, and a quorum was present. WITNESS my hand officially as such officer this 11th day of December, 2017. ja C City Clerk Resolution No. 2017-104 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SALE OF REFUNDING REVENUE BONDS, AT THE REQUEST OF EVANS PARK, INC., AND APPROVING FORMS OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH BE IT RESOLVED by the City Council of the City of Otsego, Minnesota (the "City" or the "Issuer"), as follows: 1. Authority. Pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), the Issuer is authorized to issue revenue bonds and refunding revenue bonds and sell such bonds at public or private sale as may be determined by the governing body to be most advantageous; and to loan the proceeds of such bonds to provide financing and refinancing for projects and multifamily housing developments, all as further provided in the Act, and to refund bonds previously issued therefor under the Act. Such bonds are authorized to be secured by a pledge of the revenues to be derived from a loan agreement with the borrower of such proceeds, and by such other security devices as may be deemed advantageous. Under the provisions of the Act, such bonds shall be special, limited obligations, and shall not constitute an indebtedness of the issuer thereof, within the meaning of any'state constitutional provision or statutory limitation, nor give rise to a pecuniary liability of the issuer or a charge against its general credit or taxing powers. 2. The Bonds and the Refunding. Evans Park, Inc., a Minnesota nonprofit corporation (the "Borrower"), has requested that the City issue its refunding revenue bonds, in one or more series (as further described below, the "Series 2017 Bonds"), in order to refund and discharge the following outstanding revenue bonds, in whole or in part (referred to collectively as the "Prior Bonds"): (i) the Revenue Bonds (Evans Park, Inc. Project), Series 2013, issued in the original principal amount of $10,000,000, by the City of Otsego (the "Series 2013 Otsego Bonds"); (ii) the Revenue Bonds (Evans Park, Inc. Project), Series 2011, issued in the original principal amount of $3,600,000, by the City of Elk River (the "Series 2011 Bonds"); and (iii) the Refunding Revenue Bonds (Evans Park, Inc. Project), Series 2013, issued in the original principal amount of $5,165,000, by the City of Albertville (the "Series 2013 Albertville Bonds"). The facilities financed by the Prior Bonds and proposed to be refinanced by the refunding revenue bonds consist of the following (all collectively referred to as the "Facilities"): (i) Engel Haus, a 63 -unit independent, assisted living and memory care facility for rental to seniors, located at 5101 Kassel Avenue NE, in the City of Albertville, Minnesota; (ii) Evans Park, a 36 - unit rental housing facility for independent seniors, located at 300 Evans Avenue NW, in the City of Elk River, Minnesota; and (iii) Guardian Angels by the Lake, an assisted living and memory care facility for rental to seniors that includes 60 units assisted living and 30 units of memory care accommodations, located at 13439 185th Lane NW, in the City of Elk River, Minnesota. The Borrower owns and operates the Facilities. The Borrower has further proposed, in order to provide refinancing for the Project and the Prior Bonds (the "Refunding"), that the City issue its refunding revenue bonds , in one or more series, in an aggregate principal amount not to exceed $17,500,000 (the "Series 2017 Bonds" or the "Bonds"). To carry out the Refunding, the City will loan the proceeds of the Bonds to the Borrower under terms and conditions requiring the Borrower to undertake and complete the Refunding, and to make loan repayments at times and in amounts sufficient to provide for payment of the Bonds in fall, when due. Following a public hearing and pursuant to a resolution adopted by the Albertville City Council on December 4, 2017, the City of Albertville has consented to the issuance by the City of Otsego of the Refunding Bonds for the purpose of refunding in full the outstanding Series 2013 Albertville Bonds, all within the meaning of and as authorized by Section 462C.14, Subd. 3, of the Act, and as further provided by Minnesota Statutes, Section 471.59. Following a public hearing and pursuant to a resolution to be adopted by the Elk River City Council, the City of Elk River will be required to consent to the issuance by the City of Otsego of the Refunding Bonds for the purpose of refunding in full the outstanding Series 2011 Bonds, all within the meaning of and as authorized by Section 462C.14, Subd. 3, of the Act, and as further provided by Minnesota Statutes, Section 471.59. 3. Documents Presented. Forms of the following documents (all collectively referred to as the `Bond Documents") relating to the issuance of the Bonds have been submitted to the Issuer and are now on file in the offices of the City Clerk: (a) A Trust Indenture (the "Indenture") by and between the Issuer and U.S. Bank National Association, as trustee; (b) A Loan Agreement (the "Loan Agreement") by and between the Issuer and the Borrower; (c) A Bond Purchase Agreement (the "Bond Purchase Agreement") by and between the Issuer, the Borrower and Northland Securities, Inc. (the "Underwriter"); (d) An Escrow Agreement (the "Otsego Escrow Agreement,") by and between the Borrower and U.S. Bank, National Association, as escrow agent (the "Escrow Agent"), by which the Series 2013 Otsego Bonds will be refunded; (e) An Escrow Agreement (the "Albertville Escrow Agreement," and together with the Otsego Escrow Agreement, the "Escrow Agreements") by and between the Borrower and the Escrow Agent, by which the Series 2013 Albertville Bonds will be refunded; (f) A Cooperative Agreement (the "Cooperative Agreement") by and between the Issuer, the City of Albertville, Minnesota and the City of Elk River, Minnesota; and (g) Preliminary Official Statement and form of final Official Statement, the form of the Preliminary Official Statement, together with the insertion of the final underwriting details of the Bonds, including the interest rates thereon, and any other changes deemed necessary or desirable, intended to constitute the form of the final Official Statement, and including all Appendices thereto (together the "Official 2 Statement"), describing the offering of the Bonds, and certain terms and provisions of the foregoing documents. 4. Findin s. It is hereby found, determined and declared that: a. There is no litigation pending or, to the knowledge of the Issuer, threatened against the Issuer relating to the Refunding, the Series 2017 Bonds, the Bond Documents, or questioning the organization, powers or authority of the Issuer to issue the Series 2017 Bonds or to execute or deliver any of the Bond Documents. b. The execution and delivery of and the performance of the Issuer's obligations under the Series 2017 Bonds and the Bond Documents do not and will not violate any order of any court or any agency of government of which the Issuer is aware or in any proceeding to which the Issuer is a party, or any indenture, agreement or other instrument to which the Issuer is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. C. The Loan Agreement provides for payments by the Borrower to the Issuer of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. d. By the Mortgage the Borrower will grant to the Trustee a mortgage lien on and security interest in the Facilities to secure the Series 2017 Bonds. e. Under the provisions of the Act, the Series 2017 Bonds are not and shall not be payable from or charged upon any funds other than amounts payable pursuant to the Loan Agreement and related documents; the Issuer is not subject to any liability thereon; no owner of the Series 2017 Bonds shall ever have the right to compel the exercise of the taxing power of the Issuer to pay the Series 2017 Bonds or the interest thereon, nor to enforce payment thereof against any property of the Issuer; neither the Series 2017 Bonds nor any document executed or approved in connection with the issuance thereof shall constitute a pecuniary liability, general or moral obligation, charge, lien or encumbrance, legal or equitable, upon any property of the Issuer; and the Series 2017 Bonds shall not constitute or give rise to a charge against the general credit or taxing powers of the Issuer. 5. Approval and Execution of Documents. The forms of the Indenture, the Loan Agreement, the Bond Purchase Agreement, the Cooperative Agreement and the Escrow Agreements, as currently on file with the City, are approved. The Issuer shall enter into the Indenture, the Loan Agreement, the Bond Purchase Agreement and the Cooperative Agreement, substantially in the forms on file, but with all such changes therein as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof, and each of such documents shall be executed and delivered in the name and on behalf of the Issuer by the officers identified in paragraph 10. 6. Approval Execution and Delivery of the Series 2017 Bonds. One or more officers of the Issuer, as provided farther herein, are hereby authorized and directed to execute and issue the Series 2017 Bonds, and the Series 2017 Bonds shall be issued in such series and shall be 3 substantially in such forms, mature, bear interest, and be payable according to such terms, and shall otherwise contain such terms and provisions, as are set forth in the Indenture, which terms are for this purpose incorporated in this Resolution and made a part hereof; provided, however, that the aggregate principal amount of the Series 2017 Bonds, the interest rates thereon, the amount and dates of the principal payments required to be made with respect thereto, and the rights of optional and mandatory redemption with respect thereto shall all be set forth in the Indenture as executed and shall all be subject to the final approval of the officers of the Issuer who execute and deliver the Indenture in accordance with the provisions of this Resolution, such approval to be conclusively evidenced by the execution thereof; but provided, further, however, that in no event shall the aggregate principal amount of the Series 2017 Bonds be greater than $17,500,000, nor shall the net interest cost of the Series 2017 Bonds be greater than 5.00% per annum. Each of the Series 2017 Bonds may recite that it is issued pursuant to the Act and such recital shall, to the fullest extent permitted by law, conclusively establish the legality and validity thereof. The Series 2017 Bonds shall be sold to the Underwriter in accordance with and upon the terms and conditions set forth in the Bond Purchase Agreement. The proposal of the Underwriter to purchase the Series 2017 Bonds, as further provided in the Bond Purchase Agreement, at the purchase price set forth therein, is hereby accepted. 7. Certificates, etc. The officers and employees of the Issuer -are authorized to prepare and furnish to Dorsey & Whitney LLP, Minneapolis, Minnesota, as Bond Counsel to the Underwriter, and to the Underwriter, certified copies of all proceedings and records of the Issuer relating to the Series 2017 Bonds, and such other affidavits and certificates as may be required to show the facts appearing 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 of fact contained therein. 8. Official Statement. The Issuer hereby consents to the preparation and distribution of a Preliminary Official Statement and a final Official Statement for the Series 2017 Bonds; provided that it is understood that the Issuer has relied upon the Borrower to assure the accuracy and completeness, of the information set forth in the Official Statement and therefore the Issuer has not made, and will not make, any representations or warranties with respect to the information contained therein, except for the information under the heading "The Issuer." 9. Nature of Issuer's Obligations. All covenants, stipulations, obligations, representations, and agreements of the Issuer contained in this Resolution or contained in the aforementioned documents shall be deemed to be the covenants, stipulations, obligations, representations, and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall be binding upon the Issuer. Except as otherwise provided in this Resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed upon the Issuer by the provisions of this Resolution or of the aforementioned documents shall be exercised or performed by such officers or agents 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 documents referred to above shall be deemed to be a covenant, stipulation, M obligation, representation, or agreement of any member of the City Council, or any officer, agent, or employee of the Issuer in that person's individual capacity, and neither shall any member of the City Council nor any officer or employee executing the Bonds or such documents be liable personally on the Series 2017 Bonds or be subject to any representation, personal liability or accountability by reason of the issuance thereof. No provision, representation, covenant or agreement contained in the Series 2017 Bonds, this Resolution or in any other document related to the Series 2017 Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to a general or moral obligation, or indebtedness or pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in the Bonds or in any other document related to the Series 2017 Bonds, the Issuer is not obligated to pay or remit any funds or revenues, except for revenues derived from the Loan Agreement that are pledged to the payment of the Series 2017 Bonds. 10. Authorized Officers. The Series 2017 Bonds and the Bond Documents referred to herein are authorized to be executed on behalf of the Issuer by either or both of the Mayor and the City Administrator/Finance Director; provided, however, that in the event that either the Mayor or the City Administrator/Finance Director shall be unavailable or for any reason be unable to execute the Series 2017 Bonds or any other document to be entered into by the Issuer in connection therewith, any other officer of the Issuer is hereby authorized to act in that capacity and undertake such execution or acts on behalf of the Issuer. 11. Definitions and Interpretation. Terns not otherwise defined in this Resolution but defined in the form of Loan Agreement or Indenture now on file shall have the same meanings in this Resolution and shall be interpreted herein as provided therein. Notices may be given as provided in the Loan Agreement. In case any provision of this Resolution is for any reason illegal or invalid or inoperable, such illegality or invalidity or inoperability shall not affect the remaining provisions of this Resolution, which shall be construed or enforced as if such illegal or invalid or inoperable provision were not contained herein. 5 Adopted by the City Council of the City of Otsego this ! � day of December, 2017. Attest: Cly Administrator/ nance Director 4814-3670-7414\1 M or Attest: Cly Administrator/ nance Director 4814-3670-7414\1