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HomeMy WebLinkAbout16-060 - ADMIN Resolution - City Council - 2016/04/18RESOLUTION NO. 16-060 AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF HEALTH CARE { FACILITIES REVENUES BONDS; APPROVING THE FORMS OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE BONDS AND RELATED DOCUMENTS; AND GRANTING APPROVAL FOR CERTAIN OTHER ACTIONS WITH RESPECT THERETO Section 1. Recitals. 1.01. The City of St. Louis Park, Minnesota (the "City") is a home rule city duly organized and existing under its City Charter and the Constitution and laws of the State of Minnesota. 1.02. Pursuant to Minnesota Statutes, Sections 469.152 through 469.1655, as amended (the "Act"), the City is authorized to issue revenue bonds to finance, in whole or in part, the cost of the acquisition, construction, reconstruction, improvement, betterment or extension of a project, defined in the Act as any properties, real or personal, used or useful in connection with a revenue producing enterprise, whether or not operated for profit, engaged in providing health care services, including hospitals, nursing homes, and related medical facilities. 1.03. Minnesota Statutes, Section 471.656, authorizes a municipality to issue obligations to finance the acquisition or improvement of property located outside of the corporate boundaries of such municipality if the obligations are issued under a joint powers agreement between the municipality issuing the obligations and the municipality in which the property to be acquired or improved is located. 1.04. Pursuant to Minnesota Statutes, Section 471.59, by the terms of a joint powers agreement entered into through action of their governing bodies, two municipalities may jointly or cooperatively exercise any power common to the contracting parties or any similar powers, including those which are the same except for the territorial limits within which they may be exercised and the joint powers agreement may provide for the exercise of such powers by one or more of the participating governmental units on behalf of the other participating units. 1.05. Mount Olivet Home, a Minnesota nonprofit corporation ("Mount Olivet Home"), and Mount Olivet Careview Home, a Minnesota nonprofit corporation ("Mount Olivet Careview Home," and together with Mount Olivet Home, the `Borrower"), have requested that the City issue its revenue bonds, in one or more series, as taxable or tax-exempt obligations, in the aggregate principal amount not to exceed $33,000,000 (the "Bonds"). 1.06. The proceeds of the Bonds are proposed to be loaned by the City to the Borrower for the purposes of (i) refinancing the Mount Olivet Home, a 94 -bed boarding care facility (the "Care Facility") located at 5517 Lyndale Avenue South in the City of Minneapolis (the "City of Minneapolis") through the redemption and prepayment of the outstanding Revenue Bond (Mount Olivet Home Project), Series 2011 (the "Prior Bond"), issued by the Minneapolis Community Development Agency (the "MCDA") in the original aggregate principal amount of $5,971,000; (ii) financing the acquisition, construction, and equipping of anew 36,000 square foot addition to the Mount Olivet Careview Home, a 153 -bed licensed skilled nursing facility (the "Skilled Nursing Facility," and together with the Care Facility, the "Facilities") located at 603 West 55`h Street in the City of Minneapolis; (iii) financing the remodeling of approximately 51,000 square feet of the existing Skilled Nursing Facility; (iv) funding debt service reserve funds; (v) financing capitalized Resolution No. 16-060 -2- interest during the construction of the addition to and remodeling of the Skilled Nursing Facility (collectively, the "Expansion Project'); and (vi) paying costs of issuance of the Bonds. 1.07. The Care Facility is owned and operated by Mount Olivet Home, and the Skilled Nursing Facility is owned and operated by Mount Olivet Careview Home. Both Mount Olivet Home and Mount Olivet Careview Home have represented to the City that they are exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"), as a result of the application of Section 501(c)(3) of the Code. 1.08. The Prior Bond was issued by the MCDA on April 29, 2011, pursuant to the Act. The MCDA loaned the proceeds of the Prior Bond to Mount Olivet Home under a Loan Agreement, dated April 29, 2011 (the "Prior Loan Agreement"), between the MCDA and Mount Olivet Home. Mount Olivet Home applied the proceeds of the Prior Bond to refinance the Care Facility through the redemption and prepayment of the Health Care Facilities Revenue Bonds (Mount Olivet Home Project), Series 2003, issued by the City of Minneapolis. The obligations of Mount Olivet Home to make payments under the Prior Loan Agreement were secured by a Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Financing Statement, dated April 29, 2011 (the "Original Mortgage"), from Mount Olivet Home to Venture Bank, as the holder of the Prior Bond. 1.09. The City and the City of Minneapolis are proposing to enter into a Cooperative Agreement, to be dated on or after April 1, 2016 (the "Cooperative Agreement'), pursuant to which the City of Minneapolis will consent to the issuance of the Bonds by the City to refinance the Care Facility and to finance the Expansion Project, and the City will agree to issue the Bonds to refinance the Care Facility and to finance the Expansion Project. 1.10. In accordance with Section 469.154 of the Act, the City has prepared an application to the Minnesota Department of Employment and Economic Development ("DEED") for approval of the Expansion Project. 1.11. Prior to the issuance of the Bonds, the City Council of the City must conduct a public hearing to (i) approve the issuance of the Bonds pursuant to the requirements of Section 147(f) of the Code; and (ii) approve the Expansion Project pursuant to Section 469.154, subdivision 4 of the Act. 1.12. A notice of public hearing (the "Public Notice") was published at least fourteen (14) days before this regularly scheduled meeting of the City Council of the City in the Sun -Sailor, the official newspaper of and a newspaper of general circulation in the City, with respect to the required public hearing under Section 147(f) of the Code and the Act. 1.13. On the date hereof, the City Council conducted a public hearing at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing on the following: (i) approval of the issuance of the Bonds pursuant to the requirements of Section 147(f) of the Code and the regulations promulgated thereunder; and (ii) approval of the issuance of the Bonds and approval of the Expansion Project pursuant to the requirements of the Act. Section 2. Series 2016A Bonds. 2.01. The Borrower has requested that the City issue, sell, and deliver its Health Care Facilities Revenue Refunding Bonds (Mount Olivet Home Project), Series 2016A (the "Series Resolution No. 16-060 -3- 2016A Bonds"), in an aggregate principal amount of approximately $4,350,000. The Series 2016A Bonds are proposed to be sold publicly and underwritten by Northland Securities, Inc. (the "Underwriter"). 2.02. The Series 2016A Bonds are proposed to be issued pursuant to this resolution, the Act, Minnesota Statutes, Sections 471.59 and 471.656, as amended (the "Joint Powers Act"), and an Indenture of Trust, to be dated on or after April 1, 2016 (the "Series 2016A Indenture"), between the City and U.S. Bank National Association, as trustee (the "Trustee"). The Series 2016A Bonds and the interest thereon (i) shall be payable solely from the revenues pledged therefor under the Amended and Restated Loan Agreement, to be dated or on after April 1, 2016 (the "Series 2016A Loan Agreement"), between the City and the Borrower, which amends and restates the Prior Loan Agreement, and additional sources of revenue provided by or on behalf of the Borrower; (ii) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute or give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in the Series 2016A Loan Agreement; and (v) shall not constitute a general or moral obligation of the City. 2.03. The proceeds derived from the sale of the Series 2016A Bonds will be loaned by the City to the Borrower pursuant to the Series 2016A Loan Agreement and will be applied, along with available funds of the Borrower, to (i) refinance the Care Facility through redemption and prepayment of the Prior Bond; (ii) finance a debt service reserve fund; and (iii) pay costs of issuance of the Series 2016A Bonds. The proceeds will be disbursed in accordance with the Series 2016A Indenture and the Series 2016A Loan Agreement. 2.04. The loan repayments to be made by the Borrower under the Series 2016A Loan Agreement will be fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Series 2016A Bonds when due. Such loan repayments will be assigned to the Trustee under the terms of the Series 2016A Indenture. The Borrower will secure its obligations by executing an Amended and Restated Combination Mortgage, Security Agreement, Assignment of Rents and Leases, and Fixture Financing Statement, to be dated on or after April 1, 2016 (the "Series 2016A Mortgage"), between the Borrower and the Trustee, which amends and restates the Prior Mortgage. Additionally, Mount Olivet Home Foundation, LLC, a Minnesota limited liability company ("Mount Olivet Home Foundation"), and Mount Olivet Careview Home Foundation, LLC, a Minnesota limited liability company ("Mount Olivet Careview Foundation," and together with Mount Olivet Home Foundation, the "Guarantor"), will jointly and severally agree to replenish draws on the debt service reserve fund established for the Series 2016A Bonds subject to certain conditions as provided in a Limited Guaranty Agreement, to be dated on or after April 1, 2016 (the "Series 2016A Guaranty"), by the Guarantor in favor of the Trustee. 2.05. The City acknowledges, finds, determines, and declares that the issuance of the Series 2016A Bonds is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Series 2016A Bonds, and the other actions of the City under the Series 2016A Indenture, the Series 2016A Loan Agreement, and this resolution constitute a public purpose and are in the interests of the City. r 2.06. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the Series 2016A Bonds in the approximate aggregate principal amount of $4,350,000. The Series 2016A Bonds shall bear interest at the rates, shall be designated, shall be numbered, shall be dated, shall mature, shall be in the aggregate principal amount, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details, and Resolution No. 16-060 -4- provisions as are prescribed in the Series 2016A Indenture, substantially in the form now on file with the City, with the amendments referenced herein. The City hereby authorizes the Series 2016A Bonds to be issued, in whole or in part, as "tax-exempt bonds," the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. All of the provisions of the Series 2016A Bonds, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2016A Bonds shall be substantially in the form in the Series 2016A Indenture on file with the City, which form is hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of the Series 2016A Bonds, the stated maturities of the Series 2016A Bonds, the interest rates on the Series 2016A Bonds and the terms of redemption of the Series 2016A Bonds) as the Mayor and the City Manager, in their discretion, shall determine. The execution of the Series 2016A Bonds with the manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Series 2016A Bonds by the City shall be conclusive evidence of such determination. 2.07. The Series 2016A Bonds shall be special, limited obligations of the City payable solely from the revenues provided by the Borrower pursuant to the Series 2016A Loan Agreement, including revenues of the Facilities, and other funds pledged pursuant to the Series 2016A Indenture. All of the provisions of the Series 2016A Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2016A Indenture shall be substantially in the form on file with the City, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, and as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. The Mayor and the City Manager are hereby authorized and directed to execute the Series 2016A Indenture, and to deliver the Series 2016A Indenture to the Trustee, and are hereby authorized and directed to execute the Series 2016A Bonds in accordance with the terms of the Series 2016A Indenture. The Series 2016A Indenture shall provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the owners of the Series 2016A Bonds, the City and the Trustee as set forth therein. 2.08. The Mayor and the City Manager are hereby authorized and directed to execute and deliver the Series 2016A Loan Agreement and the Bond Purchase Agreement, to be dated after the date hereof (the "Series 2016A Bond Purchase Agreement'), between the City, the Borrower, and the Underwriter, with respect to the sale and purchase of the Series 2016A Bonds. All of the provisions of the Series 2016A Loan Agreement and Series 2016A Bond Purchase Agreement, 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 verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2016A Loan Agreement and Series 2016A Bond Purchase Agreement shall be substantially in the forms on file with the City, which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, and as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determinations. Resolution No. 16-060 -5- 2.09. The Mayor, the City Manager, and the Controller of the City are hereby authorized to execute and deliver, on behalf of the City, such other documents and certificates as are necessary or appropriate in connection with the issuance, sale, and delivery of the Series 2016A Bonds, including various certificates of the City, an Information Return for Tax -Exempt Private Activity Bond Issues, Form 8038 (Rev. April 2011), an endorsement of the City to the tax certificate of the Borrower, and similar documents. The City hereby approves the execution and delivery by the Trustee of the Series 2016A Indenture, the Series 2016A Mortgage, and all other instruments, certificates, and documents prepared in conjunction with the issuance of the Series 2016A Bonds that require execution by the Trustee. The City hereby authorizes Bond Counsel to prepare, execute, and deliver its approving legal opinion with respect to the Series 2016A Bonds. 2.10. The City hereby authorizes the Borrower to provide such security for payment of its obligations under the Series 2016A Loan Agreement and for payment of the Series 2016A Bonds, including the Series 2016A Mortgage, the Series 2016A Guaranty, or any other security agreed upon by the Borrower, and the City hereby approves the execution and delivery of such security. 2.11. The City authorizes the issuance of the Series 2016A Bonds as obligations that are deemed designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, based on the bank -qualified nature of the Prior Bond to be refunded by the Series 2016A Bonds. Section 3. Series 2016B Bonds and Series 2016C Bonds. f 3.01. The Borrower has requested that the City issue, sell, and deliver its (i) Health Care Facilities Revenue Bonds (Mount Olivet Careview Home Project), Series 2016B (the "Series 2016B Bonds"), in an aggregate principal amount of approximately $21,015,000; and (ii) Health Care Facilities Revenue Bonds (Mount Olivet Careview Home Project), Series 2016C (the "Series 2016C Bonds"), in an aggregate principal amount of approximately $5,460,000. The Series 2016B Bonds and the Series 2016C Bonds are proposed to be sold publicly and underwritten by the Underwriter. 3.02. The Series 2016B Bonds and the Series 2016C Bonds are proposed to be issued pursuant to this resolution, the Act, the Joint Powers Act, and an Indenture of Trust, to be dated on or after April 1, 2016 (the "Series 2016BC Indenture"), between the City and the Trustee, and will be issued on a parity with the Series 2016A Bonds. The Series 2016B Bonds and the Series 2016C Bonds and the interest thereon (i) shall be payable solely, on a parity basis with the Series 2016A Bonds and the Series 2016A Loan Agreement, from the revenues pledged therefor under the Loan Agreement, to be dated or on after April 1, 2016 (the "Series 2016BC Loan Agreement"), between the City and the Borrower, and additional sources of revenue provided by or on behalf of the Borrower; (ii) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in the Series 2016BC Loan Agreement; and (v) shall not constitute a general or moral obligation of the City. 3.03. The proceeds derived from the sale of the Series 2016B Bonds and the Series 2016C Bonds will be loaned by the City to the Borrower pursuant to the Series 2016BC Loan Agreement and will be applied, along with available funds of the Borrower, to (i) finance the Expansion Project; (ii) finance a debt service reserve fund; (iii) finance capitalized interest during the Resolution No. 16-060 -6- construction of the Expansion Project; and (iv) pay costs of issuance of the Series 2016B Bonds and the Series 2016C Bonds. The proceeds will be disbursed in accordance with the Series 2016BC Indenture, the Series 2016BC Loan Agreement, and a Disbursing Agreement, to be dated on or after April 1, 2016, between the Borrower, the Trustee, and a disbursing agent to be named therein. 3.04. The loan repayments to be made by the Borrower under the Series 2016BC Loan Agreement will be fixed so as to produce revenue sufficient to pay the principal of, premium, if any, and interest on the Series 2016BC Bonds when due. Such loan repayments will be assigned to the Trustee under the terms of the Series 2016BC Indenture. The Borrower will secure its obligations by executing a Combination Mortgage, Security Agreement, Assignment of Rents and Leases, and Fixture Financing Statement, to be dated on or after April 1, 2016 (the "Series 2016BC Mortgage"), by the Borrower in favor of the Trustee, which will provide a mortgage lien on and security interest in the Facilities and the land on which the Facilities are located on a parity basis with the Series 2016A Mortgage. Additionally, the Guarantor will jointly and severally agree to replenish draws on the debt service reserve fund established for the Series 2016B Bonds and the Series 2016C Bonds subject to certain conditions as provided in a Limited Guaranty Agreement, to be dated on or after April 1, 2016 (the "Series 2016BC Guaranty"), by the Guarantor in favor of the Trustee. 3.05. The City finds that the Expansion Project furthers the economic development purposes stated in Section 469.152 of the Act and constitutes a revenue producing "project," as defined in Section 469.153, subdivision 2(d) of the Act. 3.06. The City acknowledges, finds, determines, and declares that the issuance of the Series 2016B Bonds and the Series 2016C Bonds is authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Series 2016B Bonds and the Series 2016C Bonds, and the other actions of the City under the Series 2016BC Indenture, the Series 2016BC Loan Agreement, and this resolution constitute a public purpose and are in the interests of the City. 3.07. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the Series 2016E Bonds in the approximate aggregate principal amount of $21,015,000 and the Series 2016C Bonds in the approximate aggregate principal amount of $5,460,000; provided, however, that the combined aggregate principal amount of the Series 2016B Bonds and the Series 2016C Bonds shall not exceed $28,000,000; and provided, further, that DEED has approved the Expansion Project in accordance with the Act. The Series 2016B Bonds and the Series 2016C Bonds shall bear interest at the rates, shall be designated, shall be numbered, shall be dated, shall mature, shall be in the aggregate principal amount, shall be subject to redemption prior to maturity, shall be in such forms, and shall have such other terms, details, and provisions as are prescribed in the Series 2016BC Indenture, substantially in the form now on file with the City, with the amendments referenced herein. The City hereby authorizes the Series 2016B Bonds and the Series 2016C Bonds to be issued, in whole or in part, as "tax-exempt bonds," the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. All of the provisions of the Series 2016B Bonds and the Series 2016C Bonds, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2016B Bonds and the Series 2016C Bonds shall be substantially in the forms in the Series 2016BC Indenture on file with the City, which forms are hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of the Series 2016B Bonds and the Series Resolution No. 16-060 -7- 2016C Bonds, the stated maturities of the Series 2016B Bonds and the Series 2016C Bonds, the interest rates on the Series 2016B Bonds and the Series 2016C Bonds and the terms of redemption of the Series 2016B Bonds and the Series 2016C Bonds) as the Mayor and the City Manager, in their discretion, shall determine. The execution of the Series 2016B Bonds and the Series 2016C Bonds with the manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Series 2016B Bonds and the Series 2016C Bonds by the City shall be conclusive evidence of such determination. 3.08. The Series 2016B Bonds and the Series 2016C Bonds shall be special, limited obligations of the City payable solely from the revenues provided by the Borrower pursuant to the Series 2016BC Loan Agreement, including, on a parity basis with the Series 2016A Bonds and the Series 2016A Loan Agreement, revenues of the Facilities, and other funds pledged pursuant to the Series 2016BC Indenture. All of the provisions of the Series 2016BC Indenture, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2016BC Indenture shall be substantially in the form on file with the City, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not materially change the substance thereof, and as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. The Mayor and the City Manager are hereby authorized and directed to execute the Series 2016BC Indenture, and to deliver the Series 2016BC Indenture to the Trustee, and are hereby authorized and directed to execute the Series 2016B Bonds and the Series 2016C Bonds in accordance with the terms of the Series 2016BC Indenture; provided, however, that DEED has approved the Expansion Project. The Series 2016BC Indenture shall provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the owners of the Series 2016B Bonds and the Series 2016C Bonds, the City and the Trustee as set forth therein. 3.09. The Mayor and the City Manager are hereby authorized and directed to execute and deliver the Series 2016BC Loan Agreement and the Bond Purchase Agreement, to be dated after the date hereof (the "Series 2016BC Bond Purchase Agreement'), between the City, the Borrower, and the Underwriter, with respect to the sale and purchase of the Series 2016B Bonds and the Series 2016C Bonds. All of the provisions of the Series 2016BC Loan Agreement and Series 2016BC Bond Purchase Agreement, 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 verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2016BC Loan Agreement and Series 2016BC Bond Purchase Agreement shall be substantially in the forms on file with the City, which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, and as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determinations. 3.10. The Mayor, the City Manager, and the Controller of the City are hereby authorized to execute and deliver, on behalf of the City, such other documents and certificates as are necessary or appropriate in connection with the issuance, sale, and delivery of the Series 2016B Bonds and the Series 2016C Bonds, including various certificates of the City, an Information Return for Tax - Exempt Private Activity Bond Issues, Form 8038 (Rev. April 2011), an endorsement of the City to the tax certificate of the Borrower, and similar documents. The City hereby approves the execution and delivery by the Trustee of the Series 2016BC Indenture and all other instruments, Resolution No. 16-060 -8- certificates, and documents prepared in conjunction with the issuance of the Series 2016B Bonds and the Series 2016C Bonds that require execution by the Trustee. The City hereby authorizes Bond Counsel to prepare, execute, and deliver its approving legal opinion with respect to the Series 2016B Bonds and the Series 2016C Bonds. 3.11. The City hereby authorizes the Borrower to provide such security for payment of its obligations under the Series 2016BC Loan Agreement and for payment of the Series 2016B Bonds and the Series 2016C Bonds, including the Series 2016BC Mortgage, the Series 2016BC Guaranty, or any other security agreed upon by the Borrower, and the City hereby approves the execution and delivery of such security. Section 4. Additional Findings and Certifications. 4.01. The Bonds are authorized to be issued in an amount not to exceed $33,000,000. As of the date hereof, the Series 2016A Bonds are expected to be issued in the approximate aggregate principal amount of $4,350,000, the Series 2016B Bonds are expected to be issued in the approximate aggregate principal amount of $21,015,000, and the Series 2016C Bonds are expected to be issued in the approximate aggregate principal amount of $5,460,000. However, the final principal amount of the Bonds may change so long as the combined aggregate principal amount of the Series 2016B Bonds and the Series 2016C Bonds does not exceed $28,000,000 and the collective aggregate principal amount of the Bonds does not exceed $33,000,000. 4.02. The Trustee is hereby appointed as paying agent and bond registrar for the Bonds. 4.03. The Mayor and the City Manager are hereby authorized and directed to execute the Cooperative Agreement with the City of Minneapolis. All of the provisions of the Cooperative Agreement, 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 verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Cooperative Agreement shall be substantially in the form on file with the City, which form is hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 4.04. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the City or by such members of the City Council, or such officers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation, or agreement of any member of the City Council of the City, or any officer, agent, or employee of the City in that person's individual capacity, and neither the City Council of the City nor any officer or employee executing the Bonds shall be personally liable on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the aforementioned documents, the Bonds, or in any other document relating to the Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give rise to a general or moral obligation of the City or any pecuniary liability of the City or any charge upon its general credit or taxing Resolution No. 16-060 -9- powers. In malting the agreements, provisions, covenants, and representations set forth in such documents, the City has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Series 2016A Loan Agreement and the Series 2016BC Loan Agreement which are to be applied on a parity basis to the payment of the Bonds, as provided therein. 4.05. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied is intended or shall be construed to confer upon any person or firm or corporation, other than the City, any holder of the Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provisions hereof, this resolution, the aforementioned documents, and all of their provisions being intended to be and being for the sole and exclusive benefit of the City, and any holder from time to time of the Bonds issued under the provisions of this resolution. 4.06. In case any one or more of the provisions of this resolution, other than the provisions contained in the first sentence of Sections 2.07 and 3.08 hereof, or of the aforementioned documents, or of the Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Bonds, but this resolution, the aforementioned documents, and the Bonds shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. 4.07. The Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds, and to the execution of the aforementioned documents to happen, exist, and be performed precedent to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. 4.08. The officers of the City, Bond Counsel, other attorneys, engineers, and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Bonds, for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the aforementioned documents, and this resolution. If for any reason the Mayor or the City Manager is unable to execute and deliver the documents referred to in this resolution, such documents may be executed by any member of the City Council or any officer of the City delegated the duties of the Mayor or the City Manager with the same force and effect as if such documents were executed and delivered by the Mayor or the City Manager. 4.09. The City understands that the Borrower will pay directly to the City any and all costs paid or incurred by the City in connection with the transactions authorized herein, whether or not the Bonds are issued. The City further understands that the Borrower will pay to the City its administrative fee for the issuance of conduit debt. Section 5. Effective Date. This resolution shall be in full force and effect from and after its passage. Resolution No. 16-060 -10- by the City Council of St. Louis Park, Minnesota this 181h day of April, 2016. Administration: Adopted by the City Council April 18, 2016 City Manager Attest: JA "Jil 19A Mel• sa enn dy, City Cl e