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99-8823r 80 RESOLUTION NO. 8823 RESOLUTION AUTHORIZING SALE OF SENIOR HOUSING REVENUE BONDS WHEREAS, the City Council of the City of Richfield, Minnesota, is authorizing the issuance, sale, and delivery of Senior Housing Revenue Bonds (Richfield Senior Housing, Inc. Project), Series 2000A and 2000B, in the original aggregate principal amount of up to $20,000,000 (the "Bonds"), which Bonds and the interest and any premium thereon shall be payable solely from the revenues pledged pursuant to the Indenture of Trust; approving the form of and authorizing the execution and delivery of the Indenture of Trust, the Bond Purchase Agreement, the Loan Agreement, the Preliminary Official Statement and the Official Statement; approving the form of and authorizing the execution and delivery of the Bonds; and providing for the security, rights, and remedies of the holders of the Bonds; and WHEREAS, the City of Richfield, Minnesota (the "Issuer"), is a home rule charter city duly organized and existing under the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Chapter 462C, as amended (the "Act"), the Issuer is authorized to issue its revenue bonds or obligations in such principal amount as, in the opinion of the Issuer, is necessary to provide sufficient funds for financing a "development" as defined in the Act; and WHEREAS, Richfield Senior Housing, Inc., a Minnesota nonprofit corporation (the "Borrower") intends to acquire and construct a 130-unit senior housing facility and an attached 31-unit assisted living facility in the City of Richfield (collectively, the "Project"); and WHEREAS, the Issuer proposes to finance the Project pursuant to the Act and this Resolution by the issuance of the Bonds; and WHEREAS, the Bonds will be issued under an Indenture of Trust, as hereinafter defined, and a pledge and assignment of certain other revenues, all in accordance with the terms of the Indenture of Trust, and the Bonds and the interest on the Bonds shall be payable solely from the revenues pledged therefor and the Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation, nor shall the Bonds constitute nor give rise to a pecuniary liability of the Issuer or a charge against its general credit or taxing powers and shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer other than the Project; and WHEREAS, the Issuer on the date hereof has held a public hearing with respect to the Chapter 462 Housing Program (the "Program") relating to the issuance of the Bonds with respect to the Project in accordance with the requirements of the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Richfield, Minnesota as follows: 1. The Program is hereby approved. For the purpose of financing the Project, as well as the establishment of a reserve to secure the Bonds and the payment of all other expenditures of the Issuer incident to and necessary or convenient to carry out the purposes of the Project, there is hereby authorized the issuance, sale and delivery of the Bonds in the original aggregate principal amount not to exceed $20,000,000. The Bonds shall be in such principal amounts, shall be numbered, shall be dated, shall mature within forty years of the date of issuance thereof, shall be subject to redemption prior to maturity, and shall be in such form and have such other details and provisions as are prescribed in the Indenture of Trust (the "Indenture"), between the Issuer and U.S. Bank Trust National Association, as trustee (the "Trustee"), substantially in the form now on file with the Issuer. The Bonds shall bear interest at the rates established by the marketing of the Bonds; provided that the average weighted interest rate on the Bonds shall not exceed eight percent per annum. Notwithstanding the preceding, the Mayor may establish or change the maturity dates for the Bonds, the principal amount of the Bonds maturing on any date of maturity, the principal amounts of the Bonds subject to redemption, and the dates of redemption of the Bonds. The forms of the Bonds included in the Indenture are approved in substantially the forms in the Indenture, subject to such changes not inconsistent with this resolution and applicable law, and subject to such changes that are approved by the Mayor. The issuance and delivery of the Bonds shall be conclusive evidence that the Mayor has approved all provisions of the Bonds as issued and any changes to the forms of the Bonds on file with the Issuer on the date hereof. 2. The Bonds shall be special obligations of the Issuer payable solely from the revenues provided by the funds pledged pursuant to the Indenture. The Issuer hereby authorizes and directs the Mayor and the City Manager of the Issuer to execute and deliver the Indenture, and hereby authorizes and directs the execution of the Bonds in accordance with the Indenture, and hereby provides that the Indenture shall provide the forms and conditions, covenants, rights, ()bligations, duties, and agreements of the bondholders, the Issuer, and the Trustee, as set forth therein. All the provisions of the 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 of the Indenture. The Indenture shall be substantially in the form now on file with the Issuer, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor, in the Mayor's discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 3. The Mayor and City Manager of the Issuer are hereby authorized and directed to execute and deliver the Loan Agreement (the "Loan Agreement") among the Issuer and the Borrower, providing for the loan of the proceeds of the Bonds to the Borrower. All of the provisions of the Loan 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 of the Loan Agreement. The Loan Agreement shall be substantially in the form now on file with the Issuer with such variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor, in the Mayor's discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 4. The Mayor and City Manager are hereby authorized and directed to execute the Bond Purchase Agreement, among the Issuer, Dougherty Summit Securities LLC (the "Underwriter"), and the Borrower (the "Bond Purchase Agreement"), relating to the Series 2000A Bonds. All of the provisions of the 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 of the Bond Purchase Agreement. The Bond Purchase Agreement shall be substantially in the form now on file with the Issuer, with such necessary and appropriate variations. omissions, and insertions as do not materially change the substance thereof, or as the Mayor, in the Mayor's discretion, shall determine, and the execution thereof by the Mayor shall be conclusive evidence of such determination. 5. The Trustee is hereby appointed the custodian of the funds and accounts created under the Indenture and the paying agent and bond registrar with respect to the Bonds. 6. The Mayor and City Manager are hereby authorized to execute and deliver, on behalf of the Issuer such other certificates, instruments, and other documents as are necessary, customary, or appropriate in connection with the issuance, sale, and delivery of the Bonds, or are necessary to establish the validity or enforceability of the Bonds, or are required by Bond Counsel to establish the validity or enforceability of the Bonds or the exclusion from gross income of interest on the Bonds for purposes of Federal and State of Minnesota income taxation (including a certificate as to the status of the Bonds as "arbitrage bonds," an Information Return for Tax- Exempt Private Activity Bonds Issues, Form 8038, UCC-1 financing statements, and an assignment of mortgage to the Trustee). 7. The Issuer hereby consents to the distribution of the Preliminary Official Statement, relating to the Bonds (the "Preliminary Official Statement"). The Issuer hereby consents to the use by the Underwriter of the final Official Statement substantially in the form of the Preliminary Official Statement described above (the "Official Statement") in connection with the offer and sale of the Bonds. The Preliminary Official Statement and the Official Statement are the sole materials consented to by the Issuer for use in connection with the offer and sale of the Bonds. The Issuer has not participated in the preparation of the Preliminary Official Statement or the Official Statement and takes no responsibility for and makes no representation or warranty as to the accuracy or completeness of such information. 8. All covenants, stipulations, obligations, and agreements of the Issuer contained in this resolution and the aforementioned certificates, instruments, and documents shall be deemed to be the covenants, stipulations, obligations, and agreements of the Issuer to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, and agreements shall be binding upon the Issuer. No covenant, stipulation, obligation, or agreement herein contained or contained in the aforementioned certificates, instruments, or documents shall be deemed to be a covenant, stipulation, obligation, or agreement of any member of the City Council of the Issuer, or any officer, agent, or employee of the Issuer in that person's individual capacity, and neither the City Council of the Issuer nor any officer or employee executing the Bonds shall be liable personally 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 certificates, instruments, or documents, or in the Bonds, or in any other document related to the Bonds, and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to any pecuniary liability of the Issuer or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants, and representations set forth in such documents, the Issuer has not obligated itself to payor remit any funds or revenues, other than funds and revenues derived from the Loan Agreement which are to be applied to the payment of the Bonds, as provided therein and in the Indenture. 9. 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 Issuer or 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 provision 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 Issuer and any holder from time to time of the Bonds issued under the provisions of this resolution. 10. In case anyone or more of the provisions of this resolution, 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 provision had not been contained therein. 11. 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 and in the enactment of this resolution, and precedent to issuance of the Bonds, and precedent to the execution of the aforementioned documents have happened, exist, and have been performed as so required by law. 12. The officers of the Issuer and its attorneys, agents and employees are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned certificates, instruments, or documents, and the Bonds for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the aforementioned certificates, instruments, and documents, and this resolution. In the event that for any reason the Mayor is unable to carry out the execution of any of the documents or other acts provided herein, the Acting Mayor shall be authorized to act in the capacity of the Mayor and undertake such execution or acts on behalf of the Issuer with full force and effect, which executions or acts shall be valid and binding on the Issuer. If for any reason the City Manager of the Issuer is unable to execute and deliver the documents referred to in this resolution, such documents may be execu.ed by any other officer of the Issuer, with the same force and effect as if such documents were executed and delivered by the City Manager. If the person whose signature appears on any of the foregoing certificates, instruments, or documents as the Mayor or City Manager shall cease to be the Mayor or City Manager, respectively, before the date of issuance of the Bonds such signature shall, nevertheless, be valid and sufficient for all purposes. 13. This resolution shall be in full force and effect from and after its passage. Adopted by the City Council of the City of Richfield, Minnesota this 13th day of December, 1999. 7:7~ fikuj Martin J. Kirsc, yor ATTEST: ~~ P~l~ Thomas P. Ferber, City Clerk -----