ITEM 3.6 Riverview Landing Project06epTY O
F o
MINNESOTA
DEPARTMENT INFORMATION
Request for
City Council Action
ORIGINATING DEPARTMENT '
REQUESTOR:
MEETING DATE:
Administration
City Administrator/Finance Director Flaherty
March 11, 2019
PRESENTER(s)
REVIEWED BY:
ITEM #:
Consent
Briggs and Morgan (City Bond Counsel)
City Attorney MacArthur
3.6
STRATEGIC VISION
MEETS:
THE CITY OF OTSEGO:
X
Is a strong organization that is committed to leading the community through innovative
communication.
1S A PUBLIC HEARING REQUIRED?
Has proactively expanded infrastructure to responsibly provide core services.
No
Is committed to delivery of quality emergency service responsive to community needs and
expectations in a cost-effective manner.
In September 2017, the City approved a resolution authorizing and providing for the issuance and sale of
Is a social community with diverse housing, service options, and employment opportunities.
It has been identified that certain typographical errors were included in the original bond documentation.
Is a distinctive, connected community known for its beauty and natural surroundings.
AGENDA ITEM DETAILS
RECOMMENDATION:
City staff is recommending that the City Council approve a resolution approving a Supplemental Indenture
for the Series 2017 Revenue Bonds (Riverview Landing Project).
ARE YOU SEEKING APPROVAL OF A CONTRACT?
1S A PUBLIC HEARING REQUIRED?
No
No
BACKGROUND/JUSTIFICATION:
In September 2017, the City approved a resolution authorizing and providing for the issuance and sale of
revenue bonds for the Riverview Landing senior housing project.
It has been identified that certain typographical errors were included in the original bond documentation.
The errors were in relation to interest rates in years 2030-2032, with the corrections being included in
Section 1.01 of the attached Supplemental Trust Indenture. It is being requested by the borrower (Evans
Park, Inc.) and their trustee (U.S. Bank National Association) that the City approve the First Supplemental
Trust Indenture to remedy these typographical errors.
The City's Bond Counsel, Briggs and Morgan along with City Attorney MacArthur have reviewed the
materials being presented for approval, and have provided favorable comment.
SUPPORTING DOCUMENTS ATTACHED:
• First Supplemental Trust Indenture
• Resolution 2019-12
POSSIBLE MOTION
PLEASE WORD MOTION AS YOU WOULD LIKE IT TO APPEAR IN THE MINUTES:
Motion to approve Resolution 2019-12, Approving form of first supplemental trust indenture in respect of
outstanding City of Otsego Revenue Bonds (Riverview Landing Project), Series 2017.
BUDGET INFORMATION
FUNDING:BUDGETED:
N/A N/A
Execution
FIRST SUPPLEMENTAL TRUST INDENTURE
Dated as of March 1, 2019
between
CITY OF OTSEGO, MINNESOTA,
as Issuer
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Relating to
$29,320,000
City of Otsego, Minnesota
Revenue Bonds
(Riverview Landing Project Project)
Series 2017
This instrument was drafted by:
Dorsey & Whitney LLP
50 South Sixth Street
Suite 1500
Minneapolis, Minnesota 55402
FIRST SUPPLEMENTAL TRUST INDENTURE
This FIRST SUPPLEMENTAL TRUST INDENTURE (this "Supplemental Indenture"),
is dated as of March 1, 2019 and is entered into by and between between the CITY OF
OTSEGO, MINNESOTA, a municipal corporation of the State of Minnesota (herein sometimes
called the "City" or the "Issuer"), and U.S. BANK NATIONAL ASSOCIATION, as Trustee (the
"Trustee"), a national banking association organized and existing under the laws of the United
States of America.
WITNESSETH:
WHEREAS, the Issuer has issued its Revenue Bonds (Riverview Landing Project), Series
2017, in the original aggregate principal amount of $29,320,000 (the "Series 2017 Bonds" or the
"Bonds"), under and pursuant to the terms and provisions of a Trust Indenture dated as of
October 1, 2017 (the "Original Indenture") between the Issuer and the Trustee; and
WHEREAS, the proceeds of the Series 2017 Bonds were loaned by the Issuer to Evans
Park, Inc., a Minnesota nonprofit corporation the "Corporation"), pursuant to a Loan Agreement
dated as of October 1, 2017 (the "Loan Agreement"), between the Issuer and the Corporation, to
finance the acquisition, construction and equipping of a new 143 -unit senior rental housing
development, to be located at 9200 Quantrelle Avenue Northeast in the City (the "Project"); and
WHEREAS, pursuant to Section 11.01(d) of the Original Indenture, the Issuer is
authorized to enter into such indentures supplemental to the Original Indenture as may or shall
by them be deemed necessary or desirable without the consent of any Bondholder to cure any
ambiguity or to correct or supplement any provision contained in the Original Indenture or in any
supplemental indentures which may be defective or inconsistent with any other provision
contained therein or in any supplemental indenture, or to make such other provisions in regard to
matters or questions arising under the Original Indenture or any supplemental indenture as the
Issuer may deem necessary or desirable and which shall not be inconsistent with the provisions
of the Original Indenture or any supplemental indenture; and
WHEREAS, at the request and direction of the Corporation, the Issuer and the Trustee,
pursuant to Section 11.01(d) of the Original Indenture, have determined to enter into this
Supplemental Indenture; and
WHEREAS, the execution and delivery of this First Supplemental Indenture by the
Issuer, and all conditions, acts and things necessary and required by the laws of the State of
Minnesota (the "State"), or otherwise, to exist, to have happened or to have been performed
precedent to and in the execution and delivery of this First Supplemental Indenture, do exist,
have happened or have been performed in regular form, time and manner, and the execution and
delivery of this First Supplemental Indenture have been in all respects duly authorized.
NOW, THEREFORE, the Issuer and the Trustee agree, as follows:
Unless the context otherwise requires, capitalized terms used in this First Supplemental
Indenture that are not required to be capitalized by proper rules of grammar shall have the
meanings specified in the Original Indenture except to the extent otherwise set forth below, all
such definitions to be equally applicable to both the singular and plural forms of any of the terms
defined:
ARTICLE I
MODIFICATIONS TO ORIGINAL INDENTURE
Section 1.01. Modification of Section 2.01. The principal and interest table at the end of
Section 2.01 of the Original Indenture, is hereby amended to correct the interest rates for the Series
2017 Bonds maturing in the years 2030, 2031 and 2032, as follows:
Interest
Year
Rate
2030
4.00%
2031
4.00
2032
4.00
ARTICLE II
MISCELLANEOUS
Section 2.01. Execution of First Supplemental Indenture in Counterparts. This First
Supplemental Indenture may be simultaneously executed in several counterparts, each of which, when
so executed, shall be deemed to be an original, and such counterparts shall together constitute one and
the same instrument.
Section 2.02. Headings Not Controlling. The headings of the several Articles and Sections
hereof are inserted for convenience of reference only and shall not control or affect the meaning or
construction of any of the provisions hereof.
Section 2.03. Notices etc. to Trustee, Issuer and Corporation. Any request, demand,
authorization, direction, notice, consent of Bondholders or other document provided or permitted by
this First Supplemental Indenture shall be sufficient for any purpose if given in accordance with the
provisions of the Original Indenture.
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IN WITNESS WHEREOF, the CITY OF OTSEGO, MINNESOTA has caused this First
Supplemental Indenture to be signed in its name by its duly authorized officers and U.S. BANK-
NATIONAL
ANKNATIONAL ASSOCIATION, as Trustee, to evidence its acceptance of the trust hereby created,
has caused this First Supplemental Indenture to be signed by its name by authorized officers of
the Trustee, all as of the day and year first above written.
CITY OF OTSEGO, MINNESOTA
Mayor
And By
City Administrator
[Signature page to First Supplemental Trust Indenture]
U.S. BANK NATIONAL ASSOCIATION
Its: Vice President
[Signature page to First Supplemental Trust Indenture]
1H
CERTIFICATE
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 APPROVING FORM OF FIRST SUPPLEMENTAL TRUST
INDENTURE IN RESPECT OF OUTSTANDING CITY OF OTSEGO
REVENUE BONDS (RIVERVIEW LANDING PROJECT), SERIES 2017
4. I further certify that the affirmative vote on said resolution was ayes,
nays, and 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 March, 2019.
City Clerk
Resolution No. 2019-12
RESOLUTION APPROVING FORM OF FIRST SUPPLEMENTAL TRUST
INDENTURE IN RESPECT OF OUTSTANDING CITY OF OTSEGO
REVENUE BONDS (RIVERVIEW LANDING PROJECT), SERIES 2017
BE IT RESOLVED by the City Council of the City of Otsego, Minnesota (the "City" or
the "Issuer"), as follows:
Recitals and Findings.
1.01. On or about October 11, 2017, pursuant to Minnesota Statutes, Section 462C, as
amended (the "Act"), the City issued its Revenue Bonds (Riverview Landing Project), Series
2017 (the "Bonds"), at the request of Evans Park, Inc., a Minnesota nonprofit corporation (the
"Borrower").
1.02. The Bonds were issued pursuant to the Trust Indenture dated as of October 1,
2017 (the "Original Indenture"), between the City and U.S. Bank National Association, as trustee
(the "Trustee").
1.03. The proceeds of the Bonds were loaned by the City to the Borrower to finance the
acquisition, construction and equipping of a new 143 -unit senior rental housing development
located in the City (the "Project"), pursuant to the Act.
1.04. The Borrower has identified certain typographical errors in the Original
Indenture, which need to be corrected and, accordingly, has requested the City to approve a first
supplemental trust indenture (the "Supplemental Indenture"). to be entered into by and between
the City and the Trustee, in order to correct the errors.
1.05.The Trustee has approved the form of the Supplemental Indenture.
1.06. The form of the Supplemental Indenture has been presented to the City and is
currently on file in the office of the City Clerk.
2. Approvals and Authorizations.
2.01. The form of the Supplemental Indenture, as currently on file in the office of the
City Clerk is hereby approved.
2.02. The Mayor and the City Administrator, or either of them, and any one or more
other officers of the City, acting in the absence of either or both of the Mayor and the City
Administrator, are hereby authorized and directed to execute and deliver the Supplemental
Indenture in such form, together with such modifications thereto as the officer or officers
executing and delivering the same shall approve, such execution and delivery to constitute
conclusive evidence of such approval.
2.03. Under no circumstances shall the Bonds constitute a charge, lien or encumbrance,
legal or equitable, upon any property of the City, except the revenues to be received fiom the
Borrower specifically pledged to the payment thereof, and, notwithstanding anything else herein
or in the Supplemental Indenture, each Bond shall recite in substance that such Bond, including
interest thereon, is payable solely from said revenues and funds specifically pledged to the
payment thereof, and shall not constitute a debt or pecuniary liability of the City within the
meaning of any constitutional or statutory limitation.
Attest:
Adopted by the City Council of the City of Otsego this 1 lth day of March, 2019.
City Administrator
Mayor
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