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RES 2024-86 Authorizing the Execution and Delivery of a Ground Lease Agreement, Lease Agreement and Continuing Disclosure Undertaking CORRECTEDEXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF OTSEGO, MINNESOTA HELD: December 9, 2024 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Otsego, Minnesota was duly called and held at the Otsego Prairie Center on December 9, 2024 at 7:00 p.m. The following members were present: Stockamp, Dahl, Dunlap, Goede, and Moores and the following were absent: none Member Dahl introduced the following resolution and moved its adoption: RESOLUTION 2024-86 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND LEASE AGREEMENT, LEASE AGREEMENT AND CONTINUING DISCLOSURE UNDERTAKTNG WHEREAS, the City of Otsego, Minnesota (the "City"), is authorized, pursuant to Minnesota Statutes, Section 465.71, to enter into lease purchase agreements; and WHEREAS, the Otsego Economic Development Authority, a body corporate and politic (the "Authority") has agreed to enter into a Lease Agreement dated as of December 30, 2024 (the "Lease") with the City pursuant to which the Authority will provide for the acquisition and construction of a fire and emergency services facility (the "Project") to be used by the City; and WHEREAS, in order to carry out the transaction, (1) the City will ground lease the land (the "Land"), upon which the Project is to be constructed, to the Authority pursuant to a Ground Lease Agreement between the City and the Authority, dated as of December 30, 2024 (the "Ground Lease"), and (2) the Authority will lease the Land and the Project back to the City pursuant to the Lease; and WHEREAS, the Authority will issue its $16,900,000 Lease Revenue Bonds, Series 2024A (City of Otsego, Minnesota Lease with Option to Purchase Project) (the "Bonds") to provide funds to finance the Project pursuant to an Indenture of Trust dated as of December 30, 2024 (the "Indenture") between the Authority and U.S. Bank National Association, as Trustee, setting forth the form and details of the Bonds and their issuance and pledging the rental payments derived from the Lease to the payment of the Bonds; and WHEREAS, the City is an obligated person under the provisions of Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934, as amended, and is therefore subject to continuing disclosure requirements 170068467v1 under the Rule and accordingly, the City will enter into a Continuing Disclosure Undertaking the "Continuing Disclosure Undertaking") relating to the Bonds; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Otsego, Minnesota, as follows: 1. Authorization of Bonds• Documents Presented. The Authority proposes to issue its Bonds payable from rental payments to be made by the City under the Lease. The Bonds shall bear interest at the rates as are prescribed by the Indenture. Forms of the following documents (collectively, the "Bond Documents") relating to the Bonds and the Project have been submitted to the City Council and are now on file in the office of the City Administrator: (a) the Ground Lease; (b) the Lease; and (c) the Continuing Disclosure Undertaking. 2. Approval and Execution of Bond Documents. The Mayor and the City Administrator are hereby authorized and directed to execute, and deliver, on behalf of the City the Bond Documents in substantially the forms on file with the City Administrator. All of the provisions of the Bond Documents when executed and delivered as authorized herein shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated herein and shall be in full force and effect from the date of execution and delivery thereof. 3. Approval of Indenture. The City hereby approves the Indenture and the Bonds described therein (collectively, the "Related Documents") in substantially the forms submitted to the City. 4. Authorized City Representative. The City Administrator is hereby designated and authorized to act on behalf of the City as the City Representative, as defined in the Indenture. 5. Furnishing of Certificates and Proceedings. The Mayor and City Administrator and other officers of the City are authorized and directed to prepare and furnish to the purchaser of the Bonds and Bond Counsel, certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds as such facts appear 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 City as to the truth of all statements contained therein. 6. Continuing Disclosure. The City is the sole obligated person with respect to the Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"), promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of t934, as amended, and a Continuing Disclosure Undertaking (the "Undertaking") hereinafter described to: 2 170068467v1 (a) Provide or cause to be provided to the Municipal Securities Rulemaking Board the "MSRB") by filing at www.enuna.msrb.org in accordance with the Rule, certain annual financial information and operating data in accordance with the Undertaking. The City reserves the right to modify from time to time the terms of the Undertaking as provided therein. (b) Provide or cause to be provided to the MSRB notice of the occurrence of certain events with respect to the Bonds in not more than ten (10) business days after the occurrence of the event, in accordance with the Undertaking. (c) Provide or cause to be provided to the MSRB notice of a failure by the City to provide the annual financial information with respect to the City described in the Undertaking, in not more than ten (10) business days following such occurrence. (d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be A nforceable on behalf of such Holders; provided that the right to enforce the provisions of these covenants shall be limited to a right to obtain specific enforcement of the City's obligations under the covenants. The Mayor and City Administrator of the City, or any other officer of the City authorized to act in their place (the "Officers") are hereby authorized and directed to execute on behalf of the City the Undertaking in substantially the form presented to the City Council subject to such modifications thereof or additions thereto as are (1) consistent with the requirements under the Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers. 7. Modifications to Documents. The approval hereby given to the various Bond Documents and Related Documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and the City officials authorized herein to execute said documents. Said City officials are hereby authorized to approve said changes on behalf of the City. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof In the absence of the Mayor or City Administrator, any of the documents authorized by this resolution to be executed on behalf of the City may be executed by the Acting Mayor or the Acting City Administrator, respectively. 8. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 9. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. The motion for the adoption of the foregoing resolution was duly seconded by member Moores ,and upon vote being taken thereon the following voted in favor thereof: Stockamp, Dahl, Goede, and Moores and the following voted against the same: Dunlap 9 170068467v1 whereupon the resolution was declared duly passed and adopted, Adopted by the City Council of the City of Otsego, Wright County, Minnesota, on December 9, 20246 0 170068467v1 STATE OF MINNESOTA ) COUNTY OF WRIGHT ) SS CITY OF OTSEGO ) I, the undersigned, being the duly qualified and acting Administrator of the City of Otsego, Minnesota, hereby certify that I have carefully compared and attached the foregoing extract of minutes of a regular meeting of the City Council held in December 9, 2024, with the original thereof on file and of record in my office and the same is a full, true and complete transcript therefrom insofar as the same relates to the execution of a Ground Lease Agreement, a Lease Agreement, and a Continuing Disclosure Undertaking. WITNESS my hand on December 9, 2024. 170068467v1