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RES 17-77CERTIFICATE 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 No. 2017-77 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE BONDS, AT THE REQUEST OF EVANS PARK, INC., AND APPROVING THE FORMS OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH 4. I further certify that the affirmative vote on said resolution was 5 ayes, 0 nays, and 0 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 September, 2017. City Clerk Resolution No. 2017-77 A RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE BONDS, AT THE REQUEST OF EVANS PARK, INC., AND APPROVING THE FORMS OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH BE IT RESOLVED by the City Council of the City of Otsego, Minnesota (the "City" or the "Issuer"), as follows: 1. Authority. Pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), the Issuer is authorized to issue revenue bonds and refunding revenue bonds and sell such bonds at public or private sale as may be determined by the governing body to be most advantageous; and to loan the proceeds of such bonds to provide financing and refinancing 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 from 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 shall be special, limited obligations, and shall not constitute an indebtedness of the issuer 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 Hearin. On July 24, 2017, a public hearing was held by the City Council of the Issuer (the "Public Hearing") with respect to a proposal by Riverview Landing, Inc., a Minnesota nonprofit corporation, that it or an affiliate undertake a project consisting of the acquisition, construction and equipping of a new 142 -unit senior rental housing development, including 126 independent and assisted living apartments and 16 memory care units, all to be located on a site of approximately five acres in Otsego, Minnesota (the "Project"), 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 of 1986, as amended (the "Code"), and regulations thereunder. Following the Public Hearing, all persons present had an opportunity to express their views with respect to the Project and the issuance of the Bonds. 3. Prior Preliminary Approval of Project and Revenue Bonds. On July 24, 2017, following the Public Hearing, the City Council adopted a resolution (the "Preliminary Resolution") giving preliminary approval to the issuance of its revenue bonds (as further described below, the "Bonds") to provide financing for the Project. 4. 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 Clerk: (a) A Trust Indenture (the "Indenture") by and between the Issuer and U.S. Bank national Association, as trustee; (b) A Loan Agreement (the "Loan Agreement") by and between the Issuer and Evans Park, Inc., a Minnesota nonprofit corporation (the "Borrower"), and an affiliate of Riverview Landing, Inc.; (c) A Bond Purchase Agreement (the "Bond Purchase Agreement") by and between the Issuer, the Borrower and Northland Securities, Inc. (the "Underwriter"); and (d) Preliminary Official Statement and form of final Official Statement, the 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 Statement"), describing the offering of the Bonds, and certain terms and provisions of the foregoing documents. 5. Findings. It is hereby found, determined and declared that: 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 for seniors, so that adequate multifamily rental housing are available to elderly residents of the City at a reasonable cost. b. There is no litigation pending or, to the knowledge of the Issuer, threatened against the Issuer relating to the Project or the Bonds, or the Indenture, the Loan Agreement or the Bond Purchase Agreement (collectively referred to as the "Bond Documents") or questioning the organization, powers or authority of the Issuer 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 government 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. Under the provisions of the Act, the Bonds are not and shall not be payable from or charged upon any funds other than amounts payable pursuant to the Loan 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 of the Issuer; neither the Bonds nor any document executed or approved in connection with the issuance thereof shall constitute a pecuniary liability, general or moral obligation, charge, lien or encumbrance, legal or equitable, upon any property of the Issuer; W and the Bonds shall not constitute or give rise to a charge against the general credit or taxing powers of the Issuer. 6. Approval and Execution of Documents. The forms of the Indenture, the Loan Agreement and the Bond Purchase Agreement currently on file with the City are approved. The Issuer shall 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 thereof, 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 11. 7. 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 terms, and shall otherwise contain such terms and provisions, as are set forth in the Indenture, which terms are for this purpose incorporated in this Resolution and made a part 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 forth in the Indenture as executed and shall all be subject to the final approval of the officers of 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; but provided, further, however, that in no event shall the aggregate principal amount of the Bonds be greater than $31,000,000, nor shall the net interest cost of the Bonds be greater than 5.50% per annum. Each of the Bonds may 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 Agreement. The proposal of the Underwriter to purchase the Bonds, as further provided in the Bond Purchase Agreement, at the purchase price set forth therein, is hereby accepted. 8. Certificates, etc. The officers and employees of the Issuer are authorized to prepare and furnish to Dorsey & Whitney LLP, Minneapolis, Minnesota, as Bond Counsel to the Underwriter, and to the Underwriter, certified copies of all proceedings and records of the Issuer relating to the Bonds, and such 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 them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Issuer as to the truth of all statements of fact contained therein. 9. 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 f 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 for the information under the heading "The Issuer." 10. 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 Issuer. Except as otherwise provided in this Resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed upon the Issuer by the provisions of this 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 perform 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 that person's individual capacity, and neither shall any member 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 the Bonds, 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 obligation, or indebtedness or pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In making 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. 11. Authorized Officers. The Bonds and the Bond Documents referred to herein are authorized to be executed on behalf of the Issuer by either or both of the Mayor and the City Administrator/Finance Director; provided, however, that in the event that either the Mayor or the City Administrator/Finance Director shall be unavailable or for any reason be unable to execute the Bonds or any other document 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. 12. Definitions and Interpretation. Terms not otherwise defined in this Resolution but defined in the form of Loan Agreement or Indenture now on file shall have the same meanings in this Resolution and shall be interpreted herein as provided therein. Notices may be given as provided in the Loan Agreement. In case any provision of this Resolution is for any reason illegal or invalid or inoperable, such illegality or invalidity or inoperability shall not affect the remaining provisions of this Resolution, which shall be construed or enforced as if such illegal or invalid or inoperable provision were not contained herein. L! Adopted by the City Council of the City of Otsego this 1 day of September, 2017. Attest: City Administrato inance Director 4844-5382-9962\2 M or 5