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RES 2022-60 Authorizng the First Supplemental Indenture & Amendent of a Trust Indenture Related to the Financing of the Kaleidoscope Charte rSchool and other Matters Relating TheretoEXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF OTSEGO, MINNESOTA Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Otsego, Mimlesota (the "City"), was duly held at the Otsego Prairie Center in said City on Monday, June 27, 2022, at 7:00 P.M. The following Council members were present: Stocicamp, Dahl, Darlcenwald, Goede, and Moores and the following were absent: none Council member Moores introduced the following resolution and moved its adoption: RESOLUTION NO. 2022-60 A RESOLUTION AUTHORIZING THE FIRST SUPPLEMENTAL INDENTURE AND AMENDMENT OF A TRUST INDENTURE RELATED TO THE FINANCING OF THE KALEIDOSCOPE CHARTER SCHOOL AND OTHER MATTERS RELATING THERETO The motion for the adoption of the foregoing resolution was duly seconded by Council member Dahl, and upon vote being taken thereon the following voted in favor thereof: Stocicamp, Dahl, Darlcenwald, Goede, and Moores and the following voted against the same: none whereupon said resolution was declared duly passed and adopted. 73955927v2 RESOLUTION NO. 2022-60 A RESOLUTION AUTHORIZING THE FIRST SUPPLEMENTAL INDENTURE AND AMENDMENT OF A TRUST INDENTURE RELATED TO THE FINANCING OF THE KALEIDOSCOPE CHARTER SCHOOL AND OTHER MATTERS RELATING THERETO WHEREAS, pursuant to Resolution No. 2014-56, adopted on August 11, 2014 (the "Original Resolution"), by the City Council of the City of Otsego, Minnesota (the "Issuer"), the Issuer issued its $15,615,000 Charter School Lease Revenue Bonds (Kaleidoscope Charter School Project) Series 2014A (the "Series 2014A Bonds"), and $385,000 Taxable Charter School Lease Revenue Bonds (Kaleidoscope Charter School Project) Series 2014B (together with the Series 2014A Bonds, the "Series 2014 Bonds"), pursuant to an Indenture of Trust dated as of February 1, 2014 (the "Original Indenture"), between the Issuer and Wells Fargo Bank, National Association, as trustee (the "Trustee"), and loaned proceeds of the Series 2014 Bonds to KCS Building Company, a Minnesota nonprofit corporation (the "Borrower"), pursuant to a Loan Agreement dated as of February 1, 2014, between the Issuer and the Borrower; and WHEREAS, the Issuer and the Trustee have agreed to certain modifications to the Original Indenture and, to give effect thereto, have requested that the Issuer enter into a First Supplemental Indenture of Trust (the "First Supplemental Indenture") between the Issuer and the Trustee; and WHEREAS, the Original Indenture may be amended without the consent of or notice to the Registered Owners (as defined in the Original Indenture) of the Series 2014 Bonds because, as represented by the Borrower and not objected to by the Trustee, the amendments do not materially prejudice the Trustee or the Registered Ovv�lers; and WHEREAS, the City Council of the Issuer (the "Council") has been informed by Taft Stettinius &Hollister LLP, as bond counsel, that the First Supplemental Indenture is permitted by and complies with the terms of the Original Indenture; WHEREAS, the proposed fore of the First Supplemental Indenture has been made available to the Council,; and WHEREAS, based on the request of the Borrower, the Council has determined that the First Supplemental Indenture is in the best interest of the Borrower and is in furtherance of the Issuer's public purpose as set forth in the Original Resolution; NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Otsego, Minnesota, as follows; 1 73955927v2 I Approval and Execution of Documents. The proposed form of the First Supplemental Indenture, as presented to this meeting, is hereby approved. The Mayor and the City Administrator and Finance Director or any member of the Council (each an "Authorized Signatory" and collectively, the "Authorized Signatories") are hereby authorized and directed, jointly and severally, to execute the First Supplemental Indenture in the name and on behalf of the Issuer, in substantially the form on file, but with such changes and insertions therein as such Authorized Signatory, with the advice of counsel to the Issuer, may approve, such approval to be conclusively evidenced by the execution thereof and delivery to the Trustee. The Authorized Signatories are authorized to do any and all things and take any and all actions which may be necessary or advisable, in their discretion, to effectuate the actions which the Issuer has approved in this Resolution and to consummate by the Issuer the transactions contemplated by the documents approved hereby, including any subsequent amendments, waivers or consents entered into or given in accordance with such documents. Modifications to the forms of documents to which the City is not a party may be made at the discretion of the parties thereto. 2. Electronic Si nos. The facsimile, electronic or digital signature of any Authorized Signatory shall be deemed to be the legal equivalent of a manual signature on specified documents or on all documents and valid and binding for all purposes. If any Authorized Signatory whose signature, countersignature or attestation appears on the First Supplemental Indenture or any related document ceases to be an official before the execution and delivery of the First Supplemental Indenture, his or her signature, countersignature or attestation appearing on the First Supplemental Indenture and any related document (regardless of whether any such related document is specifically identified in this Resolution) is valid and sufficient for all purposes to the same extent as if he or she had remained in the office until the execution and delivery of the First Supplemental Indenture. Liability of CitX. Nothing in this Resolution or in the documents prepared pursuant hereto shall authorize the expenditure of any municipal funds other than the revenues derived from the Project (as defined in the Original Indenture) or otherwise granted to the Issuer for this purpose. The Series 2014 Bonds do not and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property or funds of the Issuer except the revenues and proceeds pledged to the payment thereof, nor shall the Issuer be subject to any liability thereon. The holders of the Series 2014 Bonds do not have the right to compel any exercise of the taxing power of the Issuer to pay the outstanding principal on the Series 2014 Bonds or the interest thereon, or to enforce payment thereof against any property of the Issuer. The Series 2014 Bonds recite in substance that the Series 2014 Bonds, including interest thereon, are payable solely from the revenue and proceeds pledged to the payment thereof. The Series 2014 Bonds do not and shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation. 4. Effect of First Supplemental Indenture. Except to the extent modified by the First Supplemental Indenture, all provisions of the Original Indenture are hereby confirmed in full force and effect. 2 73955927v2 5. adoption. Effective Date of Resolution. This Resolution shall take effect from and after its Adopted by the City Council of the City %J Otsego, Minnesota, on June 27, 2022a ATTEST: City Administrator Director 73955927v2 3 STATE OF MINNESOTA COUNTY OF WRIGHT CITY OF OTSEGO I, the undersigned, being the duly qualified and acting City Administrator and Finance Director of the City of Otsego, Mimlesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a fiill, true and complete transcript of the minutes of a meeting of the City Council of said City duly called and held on the date therein indicated, insofar as such minutes relate to authorizing a supplemental indenture for the Kaleidoscope Charter School. :�, WITNES S my hand and the seal of said City this a � � day of � � �' ���` � , 2022. City Administrator and Fina}�ce Director 73955927v2