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.
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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;
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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.
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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
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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
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