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Resolution Authorizing the Issuance of Conduit Revenue Bonds for the HealthPartners Obligated Group Project under Minnesota Statutes, Sections 469.152 through 469.1655 and Approving Related Documents
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WHEREAS, the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the “HRA”) is duly organized and existing under the Constitution and laws of the State of Minnesota; and
WHEREAS, pursuant to Minnesota Statutes, Sections 469.152 through 469.1655, as amended (the “Act”), each housing and redevelopment authority of the State of Minnesota, including the HRA, is authorized to issue revenue bonds to finance or refinance, in whole or in part, the costs of the acquisition, construction, improvement, or extension of revenue producing enterprises, whether or not operated for profit so that adequate health care services are available to residents of the state at reasonable cost; and
WHEREAS, on June 11, 2015, in accordance with the Act, the HRA issued its (a) Health Care Facilities Revenue Refunding Bonds (HealthPartners Obligated Group), Series 2015A (the “Series 2015A Bonds” or the “Prior Bonds”), in the original aggregate principal amount of $306,395,000; and (b) Taxable Health Care Facilities Revenue Refunding Bonds (HealthPartners Obligated Group), Series 2015B (the “Series 2015B Bonds,” and together with the Series 2015A Bonds, the “Series 2015 Bonds”), in the original aggregate principal amount of $191,830,000; and
WHEREAS, Regions Hospital, a Minnesota nonprofit corporation (“Regions Hospital”), and Park Nicollet Health Services, Park Nicollet Methodist Hospital, Park Nicollet Clinic, Park Nicollet Health Care Products, and PNMC Holdings, all Minnesota nonprofit corporations (collectively “Park Nicollet,” and collectively with Regions Hospital, the “Borrowers”), have represented to the HRA that they are proposing to refinance a “Project” by refunding the outstanding Series 2015A Bonds; and
WHEREAS, the HRA loaned a portion of the proceeds of the Series 2015A Bonds in the principal amount of $145,185,000 to Regions Hospital (the “Prior Regions Hospital Bonds”) to (a) defease, redeem, and prepay the Health Care Facility Revenue Bonds, Series 2006 (HealthPartners Obligated Group Project), issued by the HRA on November 30, 2006, in the original aggregate principal amount of $176,365,000, the proceeds of which, Regions Hospital has represented to the HRA, (i) financed the acquisition, construction, expansion, improvement, remodeling, equipping, and furnishing of the hospital facilities located at the intersection of Jackson Street and University Avenue in the City of Saint Paul, Minnesota (the “City”), including but not limited to capital improvements, up to an eleven-story tower for surgery, patient rooms, clinical facilities and support services, and underground parking; and (ii) refinanced the construction of improvements to the hospital facilities by redeeming and prepaying the Health Care Revenue Bonds (St. Paul-Ramsey Medical Center Project), Series 1993, issued by the HRA in the original aggregate principal amount of $36,340,000; and (b) pay a portion of the costs of issuance of the Series 2015A Bonds; and
WHEREAS, the HRA loaned a portion of the proceeds of the Series 2015A Bonds in the principal amount of $161,210,000 to Park Nicollet (the “Prior Park Nicollet Tax-Exempt Bonds”) to (a) defease, redeem, and prepay a portion of the Health Care Facilities Revenue Refunding Bonds (Park Nicollet Health Services Project), Series 2009 (the “Series 2009 Bonds”), issued by the City of St. Louis Park, Minnesota (“St. Louis Park”) on December 30, 2009 in the original aggregate principal amount of $188,340,000, the proceeds of which, Park Nicollet has represented to the HRA, were used to finance a capital project that commenced in 2003, which included the (i) acquisition, construction, and equipping of an approximately 82,000 square foot building to house the Cancer Center and related facilities with approximately 31,000 square feet of the building reserved for future expansion, located at 6490 Excelsior Boulevard in St. Louis Park; (ii) acquisition, construction, and equipping of a new parking ramp including approximately 1,700 parking stalls adjacent to the Cancer Center; (iii) redesign and renovation of the emergency center at Park Nicollet Methodist Hospital, located at 6500 Excelsior Boulevard in St. Louis Park; (iv) construction and equipping of a new common entrance to Park Nicollet Methodist Hospital, the new Cancer Center, and the Meadowbrook Building, located at 3931 Louisiana Avenue South in St. Louis Park; and (v) acquisition, construction, and equipping of an approximately 69,000 square foot Eating Disorders Institute, including a parking ramp and surface lot with an estimated 220 parking stalls, located at 3525 Monterey Drive in St. Louis Park (collectively, the “2003 Project”); (b) defease, redeem, and prepay a portion of the Health Care Facilities Revenue Refunding Bonds (Park Nicollet Health Services Project), Series 2008C (the “Series 2008C Bonds”), issued by St. Louis Park on August 14, 2008 in the original aggregate principal amount of $221,850,000, the proceeds of which, Park Nicollet has represented to the HRA, refinanced the remaining costs of the 2003 Project described above and refinanced capital improvements to the facilities of Park Nicollet originally financed with the Hospital Facilities Refunding Revenue Bonds (Methodist Hospital Project), Series 1990-B issued by St. Louis Park; and (c) pay a portion of the costs of issuance of the Series 2015A Bonds; and
WHEREAS, the HRA loaned the proceeds of the Series 2015B Bonds to Park Nicollet to (a) defease, redeem, and prepay a portion of the Series 2009 Bonds, the proceeds of which, Park Nicollet has represented to the HRA, refinanced (i) the construction and equipping of the Heart and Vascular Center at Park Nicollet Methodist Hospital, the construction of a parking ramp and other improvements at Park Nicollet Methodist Hospital, the construction of public infrastructure improvements with respect to the foregoing, and the acquisition and installation of equipment for Park Nicollet Methodist Hospital; and (ii) the acquisition and installation of a computed tomography (“CT”) scanner at the facilities located at 14000 Fairview Drive in the City of Burnsville, Minnesota, a CT scanner at the facilities located at 15800 95th Avenue North in the City of Maple Grove, Minnesota, and a CT scanner and a magnetic resonance imaging scanner at the facilities located at 250 North Central Avenue in the City of Wayzata, Minnesota; (b) defease, redeem, and prepay a portion of the Series 2008C Bonds, the proceeds of which, Park Nicollet has represented to the HRA, refinanced capital improvements to the facilities of Park Nicollet originally financed with the following obligations issued by the St. Louis Park: (i) $138,025,000 Health Care Facilities Revenue Bonds (HealthSystem Minnesota Obligated Group), Series 1993A, (ii) $42,000,000 Health Care Facilities Revenue Bonds (HealthSystem Minnesota Obligated Group), Series 1993B, and (iii) $42,000,000 Health Care Facilities Revenue Bonds (HealthSystem Minnesota Obligated Group), Series 1993C; and (c) pay all or a portion of the costs of the Series 2015B Bonds; and
WHEREAS, the Borrowers have requested that the HRA issue revenue bonds, in one or more series, to be designated the “Health Care Facilities Revenue Refunding Bonds (HealthPartners Obligated Group), Series 2025” (the “Series 2025 Bonds”), in the aggregate principal amount estimated not to exceed $300,000,000, and loan the proceeds derived from the sale thereof to the Borrowers to (a) defease, redeem, and prepay the outstanding Series 2015A Bonds; and (b) pay all or a portion of the costs of issuance of the Series 2025 Bonds and other related costs (collectively, the “Related Costs”); and
WHEREAS, all facilities, equipment and improvements to be refinanced with proceeds of the Series 2025 Bonds are referred to herein collectively as the “Project”; and
WHEREAS, the Series 2015B Bonds will continue to remain outstanding and will not be defeased, redeemed, or prepaid as part of the proposed financing; and
WHEREAS, a portion of the proceeds of the Series 2025 Bonds are proposed to be used to make a loan to Regions Hospital pursuant to a Loan Agreement (the “Regions Hospital Loan Agreement”) between the HRA and Regions Hospital to defease, redeem, and prepay the outstanding Prior Regions Hospital Bonds, thereby refinancing the facilities financed and refinanced with the proceeds of the Prior Regions Hospital Bonds and owned and operated by Regions Hospital; and
WHEREAS, a portion of the proceeds of the Series 2025 Bonds are proposed to be used to make a separate loan to Park Nicollet pursuant to a Loan Agreement (the “Park Nicollet Loan Agreement,” and together with the Regions Hospital Loan Agreement, the “Loan Agreements”) between the HRA and Park Nicollet to defease, redeem, and prepay the outstanding Prior Park Nicollet Tax-Exempt Bonds, thereby refinancing the facilities financed and refinanced with the proceeds of the Prior Park Nicollet Tax-Exempt Bonds and owned and operated by Park Nicollet; and
WHEREAS, the Series 2025 Bonds proposed to be issued by the HRA to refinance the Project and pay the Related Costs will constitute revenue obligations secured solely by (a) the revenues derived from the Loan Agreements; (b) other revenues pledged to or otherwise received by the Borrowers, except for those revenues necessary for ordinary operational expenses and required under Minnesota law; and (c) other security provided or arranged by the Borrowers; and
WHEREAS, prior to the issuance of the Series 2015 Bonds, the Board of Commissioners of the HRA (the “Board”) conducted a public hearing (the “Public Hearing”) with respect to the issuance of the Series 2015 Bonds; and
WHEREAS, Kutak Rock LLP, Minneapolis, Minnesota, as bond counsel (“Bond Counsel”), has advised the HRA that the notice of Public Hearing was published in accordance with the requirements of the Act, Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations, Section 5f.103-2; and
WHEREAS, Bond Counsel has advised the HRA that, in connection with the issuance of the Series 2015 Bonds, the City Council of St. Louis Park conducted a duly noticed public hearing in accordance with Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), authorized the HRA to issue the Series 2015 Bonds to refinance the facilities located in St. Louis Park, and approved a Fee Agreement, dated as of June 1, 2015 (the “Fee Agreement”), between Park Nicollet and St. Louis Park setting forth the administrative fees of St. Louis Park for the refunding of the Series 2009 Bonds and the Series 2008C Bonds; and
WHEREAS, the Series 2025 Bonds are proposed to be issued as tax-exempt conduit revenue bonds of the HRA, and Bond Counsel has advised the HRA that the issuance of the Series 2025 Bonds does not require a public hearing because the Series 2025 Bonds will be issued as bonds to refund the Series 2015A Bonds and the average maturity date of the Series 2025 Bonds will not exceed the average maturity date of the Series 2015A Bonds, as authorized by Section 147(f)(2)(D) of the Code; and
NOW, THEREFORE, BE IT RESOLVED THAT:
1. For the purposes set forth above, there is hereby authorized the issuance, sale, and delivery of the Series 2025 Bonds in an original aggregate principal amount not to exceed $300,000,000. If the Series 2025 Bonds are issued in more than one series, the separate series shall be separately designated as set forth above or in such other manner as is deemed appropriate by the Borrowers, in their discretion. The Series 2025 Bonds shall be issued under the terms of a Bond Trust Indenture (the “Bond Indenture”), between the HRA and Computershare Trust Company, N.A., a national banking association, in its capacity as “Bond Trustee” (the “Bond Trustee”).
As further provided herein, the Board hereby authorizes and directs the Chair of the HRA (or any Commissioner), the Executive Director of the HRA, and the Director of the Office of Financial Services, or their proper designees (collectively, the “HRA Officials”), to execute and deliver the Bond Indenture, and hereby authorizes and directs the execution of the Series 2025 Bonds in accordance with the terms of the Bond Indenture, and hereby provides that the Bond Indenture shall provide the terms and conditions, covenants, rights, obligations, duties, and agreements of the owners of the Series 2025 Bonds, the HRA, and the Bond Trustee as set forth therein.
All of the provisions of the Bond 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 Bond Indenture shall be substantially in the form on file with the HRA, which is hereby approved, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the HRA Officials, in their discretion, shall determine, and the execution thereof by the HRA Officials shall be conclusive evidence of such determination.
The Series 2025 Bonds shall bear interest at fixed rates established by the terms of the Bond Indenture; provided that the net interest cost on the Series 2025 Bonds shall not exceed 5.00%. The Series 2025 Bonds shall be designated, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the Bond Indenture, in the form now on file with the HRA, with the amendments referenced herein. The HRA hereby authorizes the Series 2025 Bonds or any separate series of Series 2025 Bonds to be issued as “tax-exempt bonds,” the interest on which is excluded from gross income for federal and State of Minnesota income tax purposes, or as taxable bonds.
All of the provisions of the Series 2025 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 2025 Bonds shall be substantially in the forms in the Bond Indenture on file with the HRA, which forms are hereby approved, with such necessary and appropriate variations, omissions, and insertions (including changes to the aggregate principal amount of each series of Series 2025 Bonds, the stated maturities of each series of Series 2025 Bonds, the principal amount of Series 2025 Bonds maturing on each maturity date, the interest rates on the Series 2025 Bonds, and the terms of redemption of the Series 2025 Bonds) as the HRA Officials, in their discretion, shall determine. The execution of the Series 2025 Bonds with the manual or facsimile signatures of the HRA Officials and the delivery of the Series 2025 Bonds by the HRA shall be conclusive evidence of such determination.
2. The Series 2025 Bonds shall be special, limited revenue obligations of the HRA payable solely from the revenues provided by the Borrowers, including without limitation, pursuant to the Loan Agreements and from the revenues and security pledged, assigned, and granted pursuant to the following documents: (a) the Master Trust Indenture, dated as of October 15, 2003 (as supplemented from time to time, the “Master Indenture”), between the Borrowers, the other members of the HealthPartners Obligated Group (the “Obligated Group”) named therein, and Computershare Trust Company, N.A., a national banking association and successor-in-interest to Wells Fargo Bank, National Association, in its capacity as “Master Trustee” (the “Master Trustee”); (b) Supplemental Trust Indenture No. 25 (“Supplemental Indenture No. 25”) between Regions Hospital and the Master Trustee; (c) Supplemental Trust Indenture No. 26 (“Supplemental Indenture No. 26”) between Park Nicollet and the Master Trustee; (d) the Series 2025-1 Master Note to be issued by Regions Hospital, pursuant to the Master Indenture, as supplemented by Supplemental Indenture No. 25, to the HRA and endorsed by the HRA to the Bond Trustee; and (e) the Series 2025-2 Master Note to be issued by Park Nicollet, pursuant to Supplemental Indenture No. 26, to the HRA and endorsed by the HRA to the Bond Trustee. The proceeds of the Series 2025 Bonds will be subject to the provisions of a Tax Exemption Agreement between Regions Hospital and the Bond Trustee and a separate Tax Exemption Agreement between Park Nicollet and the Bond Trustee. A portion of the proceeds of the Series 2025 Bonds will be deposited in accordance with one or more Escrow Agreements between the Borrowers, the Bond Trustee, and Computershare Trust Company, N.A., a national banking association, in its capacity as the bond trustee for the Series 2015A Bonds and the escrow agent. In addition, the HRA acknowledges that St. Louis Park may require the execution and delivery of an amendment to the Fee Agreement between Park Nicollet and St. Louis Park to clarify the administrative fee to be collected by St. Louis Park in connection with the refunding of the Prior Park Nicollet Tax-Exempt Bonds.
3. The loan repayments to be made by the Borrowers under their respective Loan Agreements and the Master Indenture are fixed to produce revenues sufficient to provide for the prompt payment of principal of, premium, if any, and interest on the Series 2025 Bonds issued under this resolution when due, and the Loan Agreements also provide that the Borrowers are required to pay all expenses of the operation and maintenance of the Project, including without limitation adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all lawfully imposed taxes and special assessments levied upon or with respect to the Project and payable during the term of the Loan Agreements.
4. As provided in the Loan Agreements, the Series 2025 Bonds shall not be payable from nor charged upon any funds other than the revenues pledged to their payment, nor shall the HRA or the City be subject to any liability thereon. No holder of the Series 2025 Bonds shall ever have the right to compel any exercise by the HRA or the City of any taxing powers to pay the Series 2025 Bonds or the interest or premium thereon, or to enforce payment thereof against any property of the HRA or the City. The Series 2025 Bonds shall recite that the Series 2025 Bonds are issued pursuant to the Act, and that the Series 2025 Bonds, including interest and premium, if any, thereon, are payable solely from the revenues and assets pledged to the payment thereof, and the Series 2025 Bonds shall not constitute a debt of the HRA or the City within the meaning of any constitutional or statutory limitations.
5. The HRA Officials are hereby authorized and directed to execute and deliver a Bond Purchase Agreement (the “Purchase Agreement”) relating to the Series 2025 Bonds between the HRA, the Borrowers and/or HealthPartners, Inc., and Piper Sandler & Co., on its own behalf and on behalf of J.P. Morgan Securities LLC (together, the “Underwriters”), the Loan Agreements, the Series 2025 Bonds, the Bond Indenture, the endorsements to the Series 2025-1 Master Note and the Series 2025-2 Master Note, any other documents listed in Section 2 to which the HRA is a party, and such other documents as Bond Counsel considers appropriate in connection with the issuance of the Series 2025 Bonds (collectively, the “Financing Documents”); provided that the Purchase Agreement may be executed on behalf of the HRA solely by the Executive Director of the HRA. All of the provisions of the Financing Documents to which the HRA is a party, 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 Financing Documents to which the HRA is a party shall be substantially in the forms on file with the HRA which are hereby approved, with modifications as provided in Section 6 hereof. The HRA Officials are hereby authorized to execute the Financing Documents to which it is a party either manually or through an electronic document-signing program such as DocuSign or AdobeSign as allowable under the adopted procedures of the HRA.
6. The approval hereby given to the various Financing 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 legal counsel to the HRA, the appropriate HRA staff person or by the officers authorized herein to execute or accept, as the case may be, said documents prior to their execution; and said officers or staff members are hereby authorized to approve said changes on behalf of the HRA. The execution of any instrument by the appropriate officer or officers of the HRA herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. In the event of absence or disability of the officers, any of the documents authorized by this resolution to be executed may be executed without further act or authorization of the Board by any member of the Board or any duly designated acting official, or by such other officer or officers of the Board as, in the opinion of the Saint Paul City Attorney, may act in their behalf.
7. The approval hereby given to the various Financing Documents referred to above includes approval of such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Series 2025 Bonds, including various certificates of the HRA, the Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038, a certificate or endorsement to the certificates of the Borrowers as to arbitrage and rebate, and similar documents and the HRA Officials and other officers, employees, and agents of the HRA are hereby authorized to execute and deliver such related documents on behalf of the HRA. The HRA hereby approves the execution and delivery by the Bond Trustee of the Bond Indenture and all other instruments, certificates, and documents prepared in conjunction with the issuance of the Series 2025 Bonds that require execution by the Bond Trustee. The Bond Trustee is hereby appointed as Bond Registrar and paying agent with respect to the Series 2025 Bonds and, if necessary, as escrow agent. The HRA hereby authorizes Bond Counsel to prepare, execute, and deliver one or more approving legal opinions with respect to the Series 2025 Bonds.
8. The authority to approve, execute and deliver future amendments to Financing Documents entered into by the HRA in connection with the issuance of the Series 2025 Bonds and consents required under the Financing Documents is hereby delegated to the Executive Director, subject to the following conditions: (a) such amendments or consents do not require the consent of the respective holders of the Series 2025 Bonds or such consent has been obtained; (b) such amendments or consents to not materially adversely affect the interests of the HRA; (c) such amendments or consents do not contravene or violate any policy of the HRA; and (d) such amendments or consents are acceptable in form and substance to the counsel retained by the HRA to review such amendments. The authorization hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as may be required to demonstrate compliance with the agreements being amended and the terms of this resolution. The execution of any instrument by the Executive Director shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of the Executive Director any instrument authorized by this paragraph to be executed and delivered may be executed by the officer of the HRA or the City authorized to act in the Executive Director’s place and stead.
9. The HRA has not participated in the preparation of the Preliminary Official Statement or the Official Statement relating to the offer and sale of the Series 2025 Bonds (collectively, the “Official Statement”), and has made no independent investigation with respect to the information contained therein (other than with respect to information provided under the captions “THE ISSUER” and “LITIGATION - The Issuer,” as it relates to the HRA), including the appendices thereto, and the HRA assumes no responsibility for the sufficiency, accuracy, or completeness of such information. Subject to the foregoing, the HRA hereby consents to the distribution and the use by the Underwriters of the Official Statement in connection with the offer and sale of the Series 2025 Bonds. The Official Statement is the sole material consented to by the HRA for use in connection with the offer and sale of the Series 2025 Bonds. The HRA hereby approves the execution and delivery of one or more Continuing Disclosure Agreements between the Borrowers and Computershare Trust Company, N.A., a national banking association, in its capacity as “Dissemination Agent.”
10. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred and duties and liabilities imposed upon the HRA or the Board by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the HRA or by such members of the Board, 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 Board, or any officer, agent, or employee of the HRA in that person’s individual capacity, and neither the Board nor any officer or employee executing the Series 2025 Bonds shall be liable personally on the Series 2025 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 Series 2025 Bonds or in any other document relating to the Series 2025 Bonds, and no obligation therein or herein imposed upon the HRA or the breach thereof, shall constitute or give rise to any pecuniary liability of the HRA or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants, and representations set forth in such documents, the HRA has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Loan Agreements and the Master Indenture which are to be applied to the payment of the Series 2025 Bonds, as provided therein and in the Bond Indenture.
11. 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 HRA or any holder of the Series 2025 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 HRA and any holder from time to time of the Series 2025 Bonds issued under the provisions of this resolution.
12. In case any one or more of the provisions of this resolution, other than the provisions contained in Section 2 hereof with respect to the limited nature of the HRA’s obligation with respect to the Series 2025 Bonds, or of the aforementioned documents, or of the Series 2025 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 Series 2025 Bonds, but this resolution, the aforementioned documents, and the Series 2025 Bonds shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein.
13. The Series 2025 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 Series 2025 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 Series 2025 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.
14. The officers of the HRA, Bond Counsel, other attorneys, and other agents or employees of the HRA are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Series 2025 Bonds for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Series 2025 Bonds, the aforementioned documents, and this resolution. In the event that for any reason any of the HRA Officials are unable to carry out the execution of any of the documents or other acts provided herein, such documents may be executed and such actions may be taken by any official or employee of the HRA or the City delegated the duties of any such HRA Official with the same force and effect as if such documents were executed and delivered by such HRA Official.
15. The Borrowers have agreed and it is hereby determined that any and all costs, including attorneys’ fees, incurred by the HRA in connection with the defeasance, redemption, and prepayment of the outstanding Series 2015A Bonds and the refinancing of the Project, whether or not the Series 2025 Bonds are issued, will be paid by the Borrowers. It is understood and agreed that the Borrowers shall indemnify, defend and hold harmless the HRA against all liabilities, losses, damages, costs and expenses (including attorneys’ fees and expenses incurred by the HRA) arising with respect to the Project or the Series 2025 Bonds, whether or not the Series 2025 Bonds are issued, as provided for and agreed to by the Borrowers and the HRA in the Loan Agreements.
16. The HRA hereby authorizes the issuance of the Series 2025 Bonds in minimum denominations of $25,000 subject to obtaining a rating in at least the BB category or in minimum denominations of $5,000 subject to obtaining a rating in the BBB category or higher; otherwise, the Series 2025 Bonds will be issued in minimum denominations of $100,000.
17. This resolution shall be in full force and effect from and after its passage.