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RES 13-47Resolution No. 2013 -47 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE BONDS IN AN AGGREGATE AMOUNT BJP T $100030005 AT THE REQUEST OF BVANS PARK, INC., AND APPROVING THE FORMS OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH ITH BE IT RESOLVED by the City Council of the City ofOtsego, Mimiesota (tile C CCiVl r the "Issuer"), as follows: 1. Autho i . Pursuant to Minnesota Statutes, Chapter 4620, as amended(the "AW), , the Issuer is authorized to Issue revenue bonds and refunding revenue bonds and sell such bonds at public or private sale as may determined y the governing boder to be most advantageous; and to loan the proceeds of such bonds to provide financing and reffilancing 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 froin 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 small be special, limited obligations, and shall not constitute an indebtedness of the issue` 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. Public He July 22, 2013, a `oint public heaping was held by the City Council of the Issuer (the "PublicHearing") on behalf of the Issuer and the City of Albedville (the "Participating Jurisdiction''), with xespect to a proposal by Evans Pak, Inc., a Mi iesota nonprofit corporation (the "Borrower"), to undertake a project consisting of the acquisition, construction ctio and equipping of a combination senior housing and health care facility, expected t consist of 63 units (the "Project"), located at 5 101 Kassel Avenue NE in the Participating Jurisdiction, and the issuance of the revenue bonds by the Issuer to provide financing therefor. The Public Hearing was called and held as required by the Act and the provisions of section 147(f) of the Internal Revenue Code of1986, as amended (the "Code") and regulations thereunder. Following the Public Hearing, all persons present had opportunity to express their views with respect to the Project and the issuance of the Bonds. 3. Prior Preliminary Mproyal of Project and Revenue Bonds.. On July 22, 2013, following the Public Heaping, the City Council adopted a resolution (the "Preliminary Resolution") giving preliminary approval to the issuance of its revenue bonds in ars aggregate principal amount not to exceed $10,000,000 further deseribed below, the "Bo .ds" , to provide f nalicing for the Project. 4. Joint Powers Agreement, Min esota Statutes, Section 469.155, subdivision 9, and Minnesota Statutes, Section 471.656, subdivision 2(4), authorize a city to provide lousing program and development financial services outside of its corporate boundaries when authorized to do o under a joint powers agreement that authorizes such city to provide the services within the boundaries of another city. Pursuant to such statutory ut .orit , the authority of the Preliminary Resolution, and the authority of an authorizingresolution adodot on July 15, 2013 by the governing body of the Participating Jurisdiction, the City and the Participating Jurisdiction have authorized their respective officers to enter into a Joint Powers Agreement the "Joint Powers gr e .enf providing for the issuance by the City of the Bonds for the purpose of providing financing for the Project. 5. The Bonds and Bond Documents. Pursuant to the authorities hereinabove recited, the City shall issue its Revenue Bonds (Evans Park, Inc. Project), Series 2013 the " otid "), i an aggregate principal amount not to exceed $10,000,000, the proceeds of which, together• with such other funds oft e Borrower as may be accessary for the purpose, shall be used to provide financing for the Project. The Bonds shall be issued pursuant to a. Trust Indenture (tire "Indenture") between the City and U.S. fat* National Association, as trustee the "Trustee"). Pursuant to a Loan Agreement (the "Loan A.greemenf'), the City will loam the proceeds of the Bonds to the Borrower, and under the Loan Agreement the Borrower will agree to undertake and complete the Project. The payments to be made by the Borrower under the Loan Agreement shall be established so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. The right, title and interest of the City in, to and under, among other things, the loan repayments payable by the Borrower under the Loan Agreement will be assigned to the Trustee pursuant to the Indenture. It is Rullier proposed that the Borrower will execute a Combination Mortgage, Security Agreement and Fixture Financing Statement and Assigm-nent of Leases and Rents to the Trustee as security for payment of the Bonds(the "Mortgage'). The Bonds will be purchased by Northland Securities, Inc, (the "Underwriter") pursuant to a Bond Purchase Agreement by and between the City, the Underwrite; and the Borrower the "Bond Purchase Agreement"). The Bonds shall be in such principal amount, shall bear interest at the rates, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, and shall be in such form and have such other details and provisions as may be prescribed in the Indenture the form of which is on file with the City$ . Documents Presented. Forms of the following documents relating to the Project and the issuance of the Bonds have been submitted to the Issuer and are now on file in the offices of the City Clear: (a) the Indenture (b) the Loan Agreement; (c) the Bond Purchase .ase Agreement; and (d) Preliminary Official Statement and form of final Official Statement, t, tl e 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 State .ent"), describing the offering of the Bonds, and certain terns and provisions of the foregoing documents, i Findin . It is hereby found, determined and declared that: 2 a� The Project will further the purposes contemplated by and described in the Act and promotes the public welfare by providing necessary multifamily rental housing and health care facilities, so that adequate multifamily rental Housing and health care facilities are available to residents of the City at a reasonable cost. b. There is no litigation pending or, to the knowledge of the Issuer, flu-catened against the Issuer relating to the Project or the Bonds, or the Indenture, the Loan Agreement or the Bond Purchase Agreement colleetivoly referred to as the "Bond Documents") or questioning the organization, powers or authority of theIssuer to issue the Bonds or to execute or deliver any of the Bond Documents. C. The execution and delivery of and the performance of the Issuer's obligations under the Bonds and the Bond Documents do not and will not violate any order of any court or any agency of goverinnent 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. d. 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. e. finder the provisions of the Act, the Bonds are not and shall not be payable fr-om or charged upon any funds other than amounts payable pursuant to the Doan Agreement and related documents; the Issuer is not subject to any liability thereon; no owner of the Bonds shall ever have the right to compel the exercise of the taxing power of the Issuer to pay the Bonds or the interest thereon, nor to enforce payment thereof against any property er ty of the Issuer; neither the Bonds nor any document executed or approved in connection with the issuance thereof shall constitute a pecum"ary liability, general or moral obligation, charge, lien or encumbrance, legal or equitable, upon any property of the Issuer; and the Bonds shall not constitute or give rise to a charge against the general credit or taxing powers of the Issuer. . Mproval and Execution of Documents. The forins of tIndenture, the Loan Agreement, and the Bond Purchase Agreement currently on filo with. the City are approved. The Issuer Miall enter into the Indenture, the Loan Agreement, and the Bond Purchase 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 therieof, 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 12. . Approval, Execution and Delivery of the Bonds. One or more officers of the Issuer, as provided further herein, are hereby authorized and directed to execute and issue the Bonds, and the Bonds shall be issued in such series and shall be substantially in such forms, mature, bear interest, and be payable according to such teems, and shall otherwise contain such terms and provisions, as are set foilh in the Indenture, which terns are for this purpose. incorporated in this Resolution and made a pati hereof; provided, however, that the aggregate principal amount of the 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 foil in the Indenture as executed and shall all b subject to the final approval of the officers off'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, Each of the Bonds shall 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 Bonds shall be sold to the Underwriter in accordance with and upon the terms and conditions set forth in the Bond Purchase Agreenient. The proposal of the Underwriter to purchase the Bonds, as further provided in the Bond Purchase e aA.greement, at the purchase price set forth therein, is hereby accepted, o. Cedifieates, eta# The officers and employees of the Issuer are authorized to prepare and furnish to Dorsey & WhitneyLLP, Minneapolis, Minnesota, as Bond Counsel to the Underwriter, and to the Underwriter, certi ie i copies of all proceedings and records of the Issuer relating to the Bonds, and sueh 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 then; and all such certified copies, certificates and affidavits, including any heretofore fumished, shall constitute representations of the Issuer as to the truth all statements of fact contained therein, 11, Official Statement. The Issuer hereby consents to the preparation and distribution of a Preliminary Official Statement and a final official Statement for the 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 ander the heading "The Issuer." 12. 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 fssuer. Except as otherwise provided in this Resolution, all rights, powers, and privileges conferred and duties and liabilities unposed i1pon the Issuer by the provisions ofthis 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 perforill 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, obligation, representation or agreement of any member of the City Council, or any officer, agent, or employee of the Issuer in thatperson's individual capacity, and neither shall any merfnber of the City Council nor any officer or employee executing the Bonds or such documents be liable personally on the 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 theBonds, this Resolution or in any other document related to the 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 l obligation, or indebtedness or pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In making ing the agreements, provisions, covenants and representations set forth in the Bonds or in any other document related to the 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 Bonds. 13. Authorized Officers. The Bonds and the Bond Documentsreferred to herein are authorized to be executed on behalf of the Issuer by either or both of the Mayor and the City Administrator; provided, however, that In the event that either the Mayor or the City Administrator shall be unavailable or for any reason be unable to execute the Bonds or any other docutnent 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. 14. Definitions and Interpretation, Ternis not otherwise defined in this Resolution but defined in the form of Loan Agreement or Indenture now on file shall have the sane meanings in this Resolution and shall be interpreted herein as provided therein. Notices may be given as provided in the Loan Agreement. In ease any provision of this Resolution is for any reason illegal or invalid or inoperable, such illegality or invalidity or inoperability sh ll not affect the remaining provisions of this Resolution, which shal } CERTIFICATE CITY of OTSEGO 1, the undersigned being a duly qualified and acting officer of the City of Otsego, Minnesota, hereby attest and certify that: 1. As such officer,1 have the legal custody of the original record fi om which the attached resolution was transcribed. 2. 1 have carefully compared the attached resolution with the original record of the tweeting at which the resolution was acted upon. . 1 find the attached resolution to be a true, correct and complete copy of the original: RESOLUTION A 7TH RIZING AND PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE BONDS IN AN AGGREGATE AMOUNT UP T $10,000,000, AT THE REQUEST OF EVANS PARK, INC., AND APPROVING VHNG THE FORMS OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH further ceilify that the of irmative vote on said resolution was 4 aves 0 nays, {} and 1 absent/abstention. 5. Said meeting was duly held, pursuant to call and notice thereof, as required by Raw, and a luor ni was present. WITNESS m hand officially inial l as such officer this26"' flay of August, 2013. y y City Clerk