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H-2. Presbyterian Homes Conduit Debt0 CITY OF CAANHASSEN 7700 Market Boulevard PO Box 147 Chanhassen, MN 55317 Administration Phone: 952.227.1100 Fax: 952.227.1110 Building Inspections Phone: 952.227.1180 Fax: 952.227.1190 Engineering Phone: 952.227.1160 Fax: 952.227.1170 Finance Phone: 952.227.1140 Fax: 952.227.1110 Park & Recreation Phone: 952.227.1120 Fax: 952.227.1110 Recreation Center 2310 Coulter Boulevard Phone: 952.227.1400 Fax: 952.227.1404 Planning & Natural Resources Phone: 952.227.1130 Fax: 952.227.1110 l 141 O 1 MEMORANDUM TO: Mayor & City Council Members FROM: Greg Sticha, Finance Director DATE: April 28, 2014 oke_ I SUBJ: Public Hearing & Adopting Resolution Issuing a Conduit Debt Refunding, Presbyterian Homes (Lake Minnetonka Location) PROPOSED MOTION "The City Council approves the issuance and sale of housing and health care revenue refunding notes and authorizing the execution of documents relating thereto and including approval of a joint powers agreement in connection with the PHS /Lake Minnetonka Campus Project." Approval of this item requires a simple majority vote of the City Council. BACKGROUND The City has received a request from Presbyterian Homes (Lake Minnetonka Campus), for allowing the use of the city's bonding authority to issue a Housing and Healthcare Revenue Refunding note. Three jurisdictions are being asked to participate in the refunding, Chanhassen, Spring Park & St. Bonifacius. The debt is the sole responsibility of the Obligor (Presbyterian Homes LLC) and the City will be the issuer, but will have no legal or other obligation to the debt. Presbyterian Homes also has the responsibility of paying all the costs associated with the issuance of the notes. In return for allowing the use of the City's bonding authority, Presbyterian Homes is paying a fee of one - eighth of 1% ($11,625). First a public hearing must be conducted on the sale of the note. Then the City Council can vote on the actual resolution to allow for the issuance of the note. RECOMMENDATION Staff recommends that the public hearing be held regarding this item as required, Public Works 7901 Park Place g and then adopt the resolution allowing for the issuance of the Housing and Phone: 952.227.1300 Healthcare refunding note. Approval of this item requires a simple majority vote of Fax: 952.227.1310 the City Council. Senior Center Phone: 952.227.1125 ATTACHMENTS Fax: 952.227.1110 Web Site 1. Resolution www.ci.chanhassen.mn.us 2. Memorandum from Briggs & Morgan dated April 16, 2014 F\grees \bonding \2014 bonding \conduit pros homes memo 4- 28.docx Chanhassen is a Community for Life - Providing for Today and Planning for Tomorrow Extract of Minutes of a Meeting of the City Council of the City of Chanhassen Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Chanhassen was duly held in the City of Chanhassen, Minnesota, on Monday, April 28, 2014, at 7:00 o'clock P.M. The following members were present: and the following were absent: During said meeting introduced the following resolution and moved its adoption: RESOLUTION NO. RESOLUTION APPROVING THE ISSUANCE AND SALE OF HOUSING AND HEALTH CARE REVENUE REFUNDING NOTES AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATING THERETO AND APPROVAL OF A JOINT POWERS AGREEMENT (PHS /LAKE MINNETONKA CAMPUS PROJECT) WHEREAS, (a) The purpose of Minnesota Statutes, Chapter 462C (the "Act "), confers upon cities the power to issue revenue obligations to finance a program for the purposes of planning, administering, making or purchasing loans with respect to a multifamily housing facility for the elderly; (b) The City of Chanhassen, Minnesota (the "City ") desires to facilitate the selective development of the community, retain and improve the tax base and help to provide the range of services and employment opportunities required by the population, including senior housing and health care services; and the Project (defined below) will assist the City in achieving those objectives and will enhance the image and reputation of the community; (c) PHS/Lake Minnetonka, LLC, a Minnesota limited liability company (the "Borrower "), the sole member of which is Presbyterian Homes Housing and Assisted Living, Inc., a Minnesota nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code "), has proposed that the City, along with the City of Spring Park, Minnesota ( "Spring Park ") and the City of St. Bonifacius, Minnesota ( "St. Bonifacius"), undertake a program to refinance the Project (as defined below) through the 6143087v1 issuance of revenue notes or other obligations, in one or more series pursuant to the Act and in connection therewith the following described notes are to be issued: (i) City of Spring Park, Minnesota Housing and Health Care Revenue Refunding Note (PHS /Lake Minnetonka Campus Project) Series 2014A (the "Spring Park Note "); (ii) City of Chanhassen, Minnesota Housing and Health Care Revenue Refunding Note (PHS /Lake Minnetonka Campus Project) Series 2014B (the "Chanhassen Note "); and (iii) City of St. Bonifacius, Minnesota Housing and Health Care Revenue Refunding Note (PHS/Lake Minnetonka Campus Project) Series 2014C (the "St. Bonifacius Note ", and together with the Chanhassen Note and the Spring Park Note, the "Notes "), each in an aggregate principal amount not to exceed $9,300,000; (d) The "project" consists of the refunding of the outstanding principal amount of the $28,000,000 Housing and Health Care Revenue Note, Series 2010 (PHS/Lake Minnetonka Campus Project) issued by the City of Spring Park, Minnesota (the "Series 2010 Note ") to (i) finance the acquisition, construction, and equipping of new facilities, the demolition of 2 existing buildings, and renovation of existing facilities to create a senior housing development which consists of approximately 236 senior housing units, including approximately 166 independent living units, 52 assisted living units, 18 memory care units, and an approximately 20,000 square foot town center for use by the residents of the senior housing units located at 4501, 4523, 4527, and 4599 Shoreline Drive in Spring Park; (ii) refund Spring Park's outstanding Multifamily Housing Revenue Bonds (Presbyterian Homes Housing and Assisted Living, Inc. Project) Series 2007 (the "Series 2007 Bonds ") issued to finance the acquisition and renovation of a 75 -unit multifamily housing development comprised of 2 buildings located at 4599 and 4601 Shoreline Drive and 2380 Island Drive in Spring Park (the "Park Hill Apartments ") and to refinance the acquisition and renovation of a 51 -unit multifamily housing development comprised of 3 buildings located at 4579, 4589, and 4599 Shoreline Drive in Spring Park (the "Shoreview Apartments ") (together, the "Spring Park Portion "); and (iii) refund a portion of the outstanding City of Arden Hills, Minnesota Health Care and Housing Revenue Refunding Bonds (Presbyterian Homes of Arden Hills, Inc. Project), Series 1999B, which were issued to finance the renovation and improvement of the approximately 192 -bed skilled nursing facility located at 4527 Shoreline Drive in Spring Park and also were used to finance the costs of the refinancing, acquisition, construction, or renovation of certain housing and health care facilities in the Cities of Arden Hills, Minnesota (the "Arden Hills Portion "), Bloomington, Minnesota, and Ankeny, Iowa (the "Ankeny Portion ") (collectively, the "Project "). The Spring Park Portion is owned and operated by the Borrower. The Arden Hills Portion of the Project is owned and operated by Presbyterian Homes of Arden Hills, Inc., an affiliate of Presbyterian Homes and Services. The Ankeny Portion of the Project is owned and operated by Presbyterian Homes Mill Pond Care Center, Inc., an affiliate of Presbyterian Homes and Services; (e) The City has been advised by representatives of the Borrower that conventional, commercial financing to pay the capital cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Project would be significantly reduced; (f) Based on representations of the Borrower, no public official of the City has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project; 2 6143087v1 (g) In connection with the issuance of the Series 2010 Note, Spring Park, the City of Arden Hills, Minnesota ( "Arden Hills "), and the City of Ankeny, Iowa ( "Ankeny ") entered into a Joint Powers Agreement dated as of May 1, 2010, pursuant to Minnesota Statutes, Section 471.59 and Iowa Statutes, Chapter 28E (the "Original Joint Powers Agreement "); (h) In connection with the issuance of the Notes, it is proposed that the Original Joint Powers Agreement be amended and restated in its entirety to include the City and St. Bonifacius as parties thereto, along with Spring Park, Arden Hills, and Ankeny (the "Amended and Restated Joint Powers Agreement "). A copy of the proposed form of the Amended and Restated Joint Powers Agreement has been presented to the City Council in connection with its consideration of this Resolution, and is currently on file in the offices of the City Manager; (i) The Notes, as and when issued, will not constitute a charge, lien or encumbrance upon any property of the City, Spring Park, or St. Bonifacius and will not be a charge against the general credit or taxing powers of the City, Spring Park, or St. Bonifacius; 0) As required by the Act and Section 147(f) of the Code, a notice of public hearing was published in the City's official newspaper and newspaper of general circulation, for a public hearing on the proposed issuance of the Chanhassen Note by the City and the proposal of the Borrower to undertake and refinance the Project; and (k) As required by the Act and Section 147(f) of the Code, the City Council has on this same date held a public hearing on the issuance of the Chanhassen Note by the City and the proposal by the Borrower to undertake and refinance the Project, at which hearing all those appearing who desired to speak were heard and written comments were accepted. BE IT RESOLVED by the City Council of the City of Chanhassen, Minnesota (the "City "), as follows: SECTION 1. LEGAL AUTHORIZATION AND FINDINGS. 1.1 Findings. The City hereby finds, determines and declares as follows: (a) The City is a municipal corporation and a political subdivision of the State of Minnesota and is authorized under the Act to assist the project referred to herein, and to issue and sell the Chanhassen Note, as hereinafter defined, for the purpose, in the manner, and upon the terms and conditions set forth in the Act and in this Resolution. (b) The issuance and sale of the City of Chanhassen, Minnesota Housing and Health Care Revenue Refunding Note (PHS /Lake Minnetonka Campus Project), Series 2014B (the "Chanhassen Note ") by the City, pursuant to the Act, is in the best interest of the City, and the City hereby determines to issue the Chanhassen Note and to sell the Chanhassen Note to Northeast Bank in Minneapolis, Minnesota or another bank in Minnesota (the "Lender "), as provided in an Agreement to Purchase (the "Purchase Agreement ") to be entered into between the Borrower, the City, and the Lender. The City will loan the proceeds of the Chanhassen Note (the "Loan ") to the Borrower in order 3 61430870 to finance the refunding, in part, of the Series 2010 Note. A draft of the Purchase Agreement has been submitted to the City Council. (c) Pursuant to a Series 2014B Loan Agreement (the "Loan Agreement ") to be entered into between the City and the Borrower, the Borrower has agreed to repay the Chanhassen Note in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Chanhassen Note. In addition, the Loan Agreement contains provisions relating to the maintenance and operation of the Project, indemnification, insurance, and other agreements and covenants which are required or permitted by the Act and which the City and the Borrower deem necessary or desirable for their financing of the Project. A draft of the Loan Agreement has been submitted to the City Council. (d) Pursuant to a Series 2014B Pledge Agreement (the "Pledge Agreement ") to be entered into between the City and the Lender, the City has pledged and granted a security interest in all of its rights, title, and interest in the Loan Agreement to the Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses). A draft of the Pledge Agreement has been submitted to the City Council. (e) Pursuant to a Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents (the "Mortgage ") given by the Borrower to the City, Spring Park, and St. Bonifacius, and assigned by the City, Spring Park, and St. Bonifacius to the Lender pursuant to an Assignment of Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents (the "Assignment "), the Borrower has secured payment of amounts due under the Loan Agreement and Notes by granting to the Lender a mortgage and security interest in the property described therein. A draft of the Mortgage and the Assignment have been submitted to the City Council. (f) Pursuant to a First Amendment to Amended and Restated Regulatory Agreement (Park Hill, Park Hill North and Shoreview Apartments) and a First Amendment to Amended and Restated Regulatory Agreement (Mill Pond) (together, the "Regulatory Agreement Amendments "), certain rental restrictions are imposed on the Project. Drafts of the Regulatory Agreement Amendments have been submitted to the City Council. (g) A copy of the proposed form of the Amended and Restated Joint Powers Agreement has been presented to the City Council in connection with its consideration of this Resolution, and has been submitted to the City Council. (h) The Chanhassen Note will be a special, limited obligation of the City. The Chanhassen Note shall not be payable from or charged upon any funds other than the revenues pledged to the payment thereof, nor shall the City be subject to any liability thereon. No holder of the Chanhassen Note shall ever have the right to compel any exercise of the taxing power of the City to pay the Chanhassen Note or the interest thereon, nor to enforce payment thereof against any property of the City. The 4 6143087v1 Chanhassen Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. (i) On the basis of information available to the City it appears, and the City hereby finds, that the Project constitutes properties, real and personal, used or useful in connection with a multifamily housing facility for the elderly within the meaning of the Act; that the Project furthers the purposes stated in the Act; that the availability of the financing under the Act and the willingness of the City to furnish such financing will be a substantial inducement to the Borrower to undertake the Project, and that the effect of the Project, if undertaken, will be to assist in the prevention of the emergence of blighted and marginal land, to help prevent chronic unemployment, to help the surrounding area retain and eventually improve the tax base, to provide the range of service and employment opportunities required by the population, to help prevent the movement of talented and educated persons out of the state and to areas within the State where their services may not be as effectively used, and to promote more intensive development and use of land within the City and surrounding communities, and to provide available adequate senior housing facilities to residents of the State at a reasonable cost. 0) It is desirable, feasible and consistent with the objects and purposes of the Act to issue the Chanhassen Note, for the purpose of refinancing the costs of the Project. SECTION 2. THE CHANHASSEN NOTE. 2.1 Authorized Amount and Form of Chanhassen Note. The Chanhassen Note is hereby approved and shall be issued pursuant to this Resolution in substantially the form submitted to the City Council with such appropriate variations, omissions and insertions as are necessary and appropriate and are permitted or required by this Resolution, and in accordance with the further provisions hereof; and the total aggregate principal amount of the Chanhassen Note that may be outstanding hereunder is expressly limited to $9,300,000, unless a duplicate Note is issued pursuant to Section 2.7. The Chanhassen Note shall bear interest at a rate or rates as set forth therein. 2.2 The Chanhassen Note. The Chanhassen Note shall be dated as of the date of delivery to the Lender, shall be payable at the times and in the manner, shall bear interest at the rate, and shall be subject to such other terms and conditions as are set forth therein. 2.3 Execution. The Chanhassen Note shall be executed on behalf of the City by the signatures of its Mayor and the City Manager and shall be sealed with the seal of the City; provided that the seal may be intentionally omitted as provided by law. In case any officer whose signature shall appear on the Chanhassen Note shall cease to be such officer before the delivery of the Chanhassen Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if had remained in office until delivery. In the event of the absence or disability of the Mayor or the City Manager such officers of the City as, in the opinion of the City Attorney, may act in their behalf, shall without further act or authorization of the City Council execute and deliver the Chanhassen Note. 6143087v1 2.4 Delivery of Initial Chanhassen Note. Before delivery of the Chanhassen Note there shall be filed with the Lender (except to the extent waived by the Lender) the following items: (1) an executed copy of each of the following documents: (a) the Purchase Agreement; (b) the Loan Agreement; (c) the Pledge Agreement; (d) the Mortgage; (e) the Assignment; (0 the Amended and Restated Joint Powers Agreement; (g) the Regulatory Agreement Amendments; (2) an opinion of Counsel for the Borrower as prescribed by the Lender and Bond Counsel; (3) the opinion of Bond Counsel as to the validity and tax exempt status of the Chanhassen Note; (4) a 501(c)(3) determination letter from the Internal Revenue Service evidencing that the Borrower or its sole member is exempt from income taxation under Section 501(c)(3) of the Code; (5) such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (3) above or that the Lender may reasonably require for the closing. 2.5 Disposition of Proceeds of the Chanhassen Note. Upon delivery of the Chanhassen Note to Lender, the Lender shall, on behalf of the City, disburse the proceeds of the Chanhassen Note for refunding, in part, the Series 2010 Note in accordance with the terms of the Loan Agreement. 2.6 Registration of Transfer. The City will cause to be kept at the office of the City Manager a Note Register in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of transfers of ownership of the Chanhassen Note. The Chanhassen Note shall be initially registered in the naive of the Lender and shall be transferable upon the Chanhassen Note Register by the Lender in person or by its agent duly authorized in writing, upon surrender of the Chanhassen Note together with a written instrument of transfer satisfactory to the City Manager, duly executed by the Lender or its duly authorized agent. The following form of assignment shall be sufficient for said purpose. 6 6143087v2 For value received hereby sells, assigns and transfers unto the within Note of the City of Spring Park, Minnesota, and does hereby irrevocably constitute and appoint attorney to transfer said Note on the books of said City with full power of substitution in the premises. The undersigned certifies that the transfer is made in accordance with the provisions of Section 2.9 of the Resolution authorizing the issuance of the Chanhassen Note. Dated: Registered Owner Upon such transfer the City Manager shall note the date of registration and the name and address of the new Lender in the applicable Note Register and in the registration blank appearing on the Chanhassen Note. 2.7 Mutilated. Lost or Destroyed Note. In case the Chanhassen Note issued hereunder shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and delivered, a new Note of like outstanding principal amount, number and tenor in exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon the Lender's paying the reasonable expenses and charges of the City in connection therewith, and in the case of a Note destroyed or lost, the filing with the City of evidence satisfactory to the City with indemnity satisfactory to it. If the mutilated, destroyed or lost Note has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Note prior to payment. 2.8 Ownership of Note. The City may deem and treat the person in whose name the Chanhassen Note is last registered in the Chanhassen Note Register and by notation on the Chanhassen Note whether or not such Note shall be overdue, as the absolute owner of such Note for the purpose of receiving payment of or on account of the principal balance, redemption price or interest and for all other purposes whatsoever, and the City shall not be affected by any notice to the contrary. 2.9 Limitation on Note Transfers. The Chanhassen Note will be issued to an "accredited investor" and without registration under state or other securities laws, pursuant to an exemption for such issuance; and accordingly the Chanhassen Note may not be assigned or transferred in whole or part, nor may a participation interest in the Chanhassen Note be given pursuant to any participation agreement, except to another "accredited investor" or "financial institution" in accordance with an applicable exemption from such registration requirements and with full and accurate disclosure of all material facts to the prospective purchaser(s) or transferee(s). 2.10 Issuance of a New Note. Subject to the provisions of Section 2.9, the City shall, at the request and expense of the Lender, issue a new note, in aggregate outstanding principal amount equal to that of the Chanhassen Note surrendered, and of like tenor except as to number, 7 6143087v1 principal amount, and the amount of the periodic installments payable thereunder, and registered in the name of the Lender or such transferee as may be designated by the Lender. SECTION 3. GENERAL COVENANTS. 3.1 Payment of Principal and Interest. The City covenants that it will promptly pay or cause to be paid the principal of and interest on the Chanhassen Note at the place, on the dates, solely from the source and in the manner provided herein and in the Chanhassen Note. The principal and interest are payable solely from and secured by revenues and proceeds derived from the Loan Agreement and the Pledge Agreement, which revenues and proceeds are hereby specifically pledged to the payment thereof in the manner and to the extent specified in the Chanhassen Note, the Loan Agreement, and the Pledge Agreement; and nothing in the Chanhassen Note or in this Resolution shall be considered as assigning, pledging, or otherwise encumbering any other funds or assets of the City. 3.2 Performance of and Authority for Covenants. The City covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Resolution, in the Chanhassen Note executed, authenticated and delivered hereunder and in all proceedings of the City Council pertaining thereto; that it is duly authorized under the Constitution and laws of the State of Minnesota including particularly and without limitation the Act, to issue the Chanhassen Note authorized hereby, pledge the revenues and assign the Loan Agreement in the manner and to the extent set forth in this Resolution, the Chanhassen Note, the Loan Agreement, and the Pledge Agreement; that all action on its part for the issuance of the Chanhassen Note and for the execution and delivery thereof has been duly and effectively taken; and that the Chanhassen Note in the hands of the Lender is and will be a valid and enforceable special limited obligation of the City according to the terms thereof. 3.3 Enforcement and Performance of Covenants. The City agrees to enforce all covenants and obligations of the Borrower under the Loan Agreement, upon request of the Lender and being indemnified to the satisfaction of the City for all expenses and claims arising therefrom, and to perform all covenants and other provisions pertaining to the City contained in the Chanhassen Note and the Loan Agreement and subject to Section 3.4. 3.4 Nature of Security. Notwithstanding anything contained in the Chanhassen Note, the Loan Agreement, the Pledge Agreement, or any other document referred to in Section 2.4 to the contrary, under the provisions of the Act the Chanhassen Note may not be payable from or be a charge upon any funds of the City other than the revenues and proceeds pledged to the payment thereof, nor shall the City be subject to any liability thereon, nor shall the Chanhassen Note otherwise contribute or give rise to a pecuniary liability of the City or, to the extent permitted by law, any of the City's officers, employees and agents. No holder of the Chanhassen Note shall ever have the right to compel any exercise of the taxing power of the City to pay the Chanhassen Note or the interest thereon, or to enforce payment thereof against any property of the City other than the revenues pledged under the Pledge Agreement; and the Chanhassen Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and the Chanhassen Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; but nothing in the Act impairs the rights of the Purchaser to enforce the covenants made for the security thereof as provided in this Resolution, the Loan 8 61430870 Agreement, and the Pledge Agreement, and in the Act, and by authority of the Act the City has made the covenants and agreements herein for the benefit of the Lender; provided that in any event, the agreement of the City to perform or enforce the covenants and other provisions contained in the Chanhassen Note, the Loan Agreement, and the Pledge Agreement, shall be subject at all times to the availability of revenues under the Loan Agreement sufficient to pay all costs of such performance or the enforcement thereof, and the City shall not be subject to any personal or pecuniary liability thereon. 3.5 Qualified Tax Exempt Obligation. In order to qualify the Chanhassen Note as a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code "), the City hereby makes the following factual statements and representations; (a) the Chanhassen Note is not treated as a "private activity bond" under Section 265(b)(3) of the Code; (b) the City hereby designates the Chanhassen Note as a qualified tax - exempt obligation for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax - exempt obligations (other than obligations described in clause (ii) of Section 265(b)(3)(C) of the Code) which will be issued by the City (and all entities whose obligations will be aggregated with those of the City) during the calendar year 2014 will not exceed $10,000,000; (d) not more than $10,000,000 of obligations issued by the City during the calendar year 2014 have been designated for purposes of Section 265(b)(3) of the Code; and (e) the aggregate face amount of the Chanhassen Note does not exceed $10,000,000. SECTION 4. MISCELLANEOUS. 4.1 Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not affect the remaining portions of this Resolution or any part thereof. 4.2 Authentication of Transcript. The officers of the City are directed to furnish to Bond Counsel certified copies of this Resolution and all documents referred to herein, and affidavits or certificates as to all other matters which are reasonably necessary to evidence the validity of the Chanhassen Note. All such certified copies, certificates and affidavits, including 9 6143087v1 any heretofore furnished, shall constitute recitals of the City as to the correctness of all statements contained therein. 4.3 Authorization to Execute Agreements. The forms of the proposed Amended and Restated Joint Powers Agreement, Purchase Agreement, Loan Agreement, the Pledge Agreement, and the Regulatory Agreement Amendments are hereby approved in substantially the form presented to the City Council, together with 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 Bond Counsel prior to the execution of the documents. The Mayor and the City Manager of the City are authorized to execute the Amended and Restated Joint Powers Agreement, the Purchase Agreement, the Loan Agreement, the Pledge Agreement, and the Regulatory Agreement Amendments and such other documents as Bond Counsel consider appropriate in connection with the issuance of the Chanhassen Note, in the name of and on behalf of the City. In the event of the absence or disability of the Mayor or the City Manager such officers of the City as, in the opinion of the City Attorney, may act on their behalf, shall without further act or authorization of the City Council do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. 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. 10 6143087v1 Adopted by the City Council of the City of Chanhassen, Minnesota, this 28th day of April, 2014. Mayor ATTEST: City Manager The motion for the adoption of the foregoing resolution was duly seconded by Member , and after full discussion thereof and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 11 6143087v1 STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF CHANHASSEN I, the undersigned, being the duly qualified and acting City Manager of the City of Chanhassen, 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 full, true and complete transcript of the minutes of a meeting of the City Council duly called and held on the date therein indicated, insofar as such minutes relate to a resolution authorizing the issuance of a revenue note. WITNESS my hand this day of , 2014. City Manager 12 6143087v1 BRIGGS 2200 IDS Center 80 South 8th Street Minneapolis MN 55402 -2157 tel 612.977.8400 fax 612.977.8650 MEMORANDUM TO: Mayor Furlong and Members of the Chanhassen City Council Greg Sticha, Finance Director FROM: Catherine J. Courtney, Briggs and Morgan, P.A. Bond Counsel to the Cities of Spring Park, St. Bonifacius and Chanhassen DATE: April 16, 2014 RE: Refunding of the City of Spring Park, Minnesota $28,000,000 Housing and Health Care Revenue Note, Series 2010 (PHS/Lake Minnetonka Campus Project) (the "Series 2010 Note ") Proposed Financing and Issuers: It has been proposed that the referenced Series 2010 Note be refunded by the issuance of three separate bank - qualified notes, each in the approximate amount of $9,300,000, by the City of Spring Park ( "Spring Park "), the City of Chanhassen ( "Chanhassen ") and the City of St. Bonifacius ( "St. Bonifacius ", and together with Spring Park and Chanhassen, the "Issuers "), as follows: (i) City of Spring Park, Minnesota Housing and Health Care Revenue Refunding Note (PHS/Lake Minnetonka Campus Project) Series 2014A (the "Spring Park Note "); (ii) City of Chanhassen, Minnesota Housing and Health Care Revenue Refunding Note (PHS /Lake Minnetonka Campus Project) Series 2014B (the "Chanhassen Note "); and (iii) City of St. Bonifacius, Minnesota Housing and Health Care Revenue Refunding Note (PHS/Lake Minnetonka Campus Project) Series 2014C (the "St. Bonifacius Note ", and together with the Chanhassen Note and the Spring Park Note, the "Refunding Notes "). The issuance of the Refunding Notes will provide savings to PHS /Lake Minnetonka, LLC (the "Borrower "), an affiliate of Presbyterian Homes and Services. Project to be Refinanced: The following description reflects the "project" the Series 2010 Note financed. This description was also used in the City's Notice of Public Hearing. None of the proceeds of the Refunding Notes will be used for new money projects. The Refunding Notes are strictly refunding the Series 2010 Note: The proceeds of the Series 2010 Note were used to "(i) finance the acquisition, construction, and equipping of new facilities, the demolition of 2 existing buildings, and renovation of existing facilities to create a senior housing development which consists of approximately 236 senior housing units, including approximately 166 independent living units, 52 assisted living units, 18 memory care units, and an approximately 20,000 square foot town center for use by the residents of the senior housing units located at 4501, 4523, 4527, and 4599 Shoreline Drive in Spring Park; (ii) refund Spring Park's outstanding Multifamily Briggs and Morgan, Professional Association Minneapolis I St. Paul I www.briggs.com Member - Lex Mundi, a Global Association of Independent Law Firms 6143461v1 B R I G G S A N D M O R G A N Housing Revenue Bonds (Presbyterian Homes Housing and Assisted Living, Inc. Project) Series 2007 issued to finance the acquisition and renovation of a 75 -unit multifamily housing development comprised of 2 buildings located at 4599 and 4601 Shoreline Drive and 2380 Island Drive in Spring Park (the "Park Hill Apartments ") and to refinance the acquisition and renovation of a 51 -unit multifamily housing development comprised of 3 buildings located at 4579, 4589, and 4599 Shoreline Drive in Spring Park (the "Shoreview Apartments ") (together, the "Spring Park Portion "); (iii) refund a portion of the outstanding City of Arden Hills, Minnesota Health Care and Housing Revenue Refunding Bonds (Presbyterian Homes of Arden Hills, Inc. Project), Series 1999B, which were issued to finance the renovation and improvement of the approximately 192 -bed skilled nursing facility located at 4527 Shoreline Drive in Spring Park and also were used to finance the costs of the refinancing, acquisition, construction, or renovation of certain housing and health care facilities in the Cities of Arden Hills (the "Arden Hills Portion ") and Bloomington, Minnesota and Ankeny, Iowa (the "Ankeny Portion "). The Spring Park Portion is owned and operated by the Borrower. The Arden Hills Portion of the Project is owned and operated by Presbyterian Homes of Arden Hills, Inc., an affiliate of Presbyterian Homes and Services. The Ankeny Portion of the Project is owned and operated by Presbyterian Homes Mill Pond Care Center, Inc., an affiliate of Presbyterian Homes and Services." Joint Powers Agreement: In 2010, a Joint Powers Agreement was entered into between Spring Park, the City of Arden Hills, and the City of Ankeny, Iowa. The purpose of the Joint Powers Agreement is to provide joint action between issuing cites in connection with housing developments. In connection with the issuance of the Refunding Notes, the Borrower has requested that the City enter into an amended and restated joint powers agreement along with St. Bonifacius, as additional parties to the Joint Powers Agreement. Fees: The Issuers will each be paid an administrative fee of 1/8 of 1% or $11,625 to proceed with the refinancing of the Project. Motion: The City Council is asked to provide a motion approving issuance of the Chanhassen Note as follows: "I move to adopt Resolution No. , approving the issuance and sale of housing and health care revenue refunding notes and authorizing the execution of documents relating thereto and including approval of a joint powers agreement in connection with the PHS/Lake Minnetonka Campus Project." With this the passage of the Resolution, the City will proceed to issue the Chanhassen Note and loan the proceeds to the Borrower. Conclusion: We hope this brief memorandum adequately provides the information needed to proceed to give approval to the issuance of the Chanhassen Note so the refinancing of the Project can proceed. If any additional information is needed, please contact Catherine Courtney at 612 -977- 8765. Thank you. /cc 6143461v1