15-11090r CITY OF RICHFIELD,MINNESOTA
RESOLUTION NO. 11090
RESOLUTION CONSENTING TO AND APPROVING THE
ISSUANCE, SALE, AND DELIVERY BY THE CITY OF
COLUMBUS OF ITS REVENUE BONDS UNDER MINNESOTA
STATUTES, CHAPTER 462C,AS AMENDED; APPROVING AND
AUTHORIZING THE EXECUTION OF A COOPERATIVE
AGREEMENT WITH THE CITY OF COLUMBUS; AND
TAKING OTHER ACTIONS WITH RESPECT THERETO
WHEREAS,the City of Richfield,Minnesota(the"City") is a home rule charter city and political
subdivision duly organized and existing under its charter and 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"Housing Act"), a municipality is authorized to issue
revenue bonds to finance or refinance multifamily housing developments (including nursing and assisted
living facilities); and
WHEREAS, Minnesota Statutes, Section 471.656, as amended, authorizes a municipality to issue
obligations to finance or refinance 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; and
WHEREAS, pursuant to Minnesota Statutes, Section 471.59, as amended, 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; and
WHEREAS, on December 14, 2004, the City issued its (i) Senior Housing Revenue Refunding
Bonds (Richfield Senior Housing, Inc. Project), Series 2004A(the"Series 2004A Bonds"), in the original
aggregate principal amount of $18,675,000; and (ii) Subordinate Senior Housing Revenue Refunding
Bonds (Richfield Senior Housing, Inc. Project), Series 2004B (the "Series 2004B Bonds," and together
with the Series 2004A Bonds, the "Series 2004 Bonds"), in the original aggregate principal amount of
$2,000,000; and
WHEREAS, the proceeds of the Series 2004 Bonds were loaned to Richfield Senior Housing,
Inc., a Minnesota nonprofit corporation (the "Company"), for the purposes of (i) refinancing the
Company's 115-unit rental housing facility designed for independent senior living and attached 31-unit
assisted living facility located at 7601 Lyndale Avenue South in the City, together with related parking
and office space (the "Facilities") through the redemption and prepayment of the (a) Senior Housing
Revenue Bonds (Richfield Senior Housing, Inc. Project), Series 2000A, issued by the City in the original
aggregate principal amount of$19,500,000, and (b) Taxable Senior Housing Revenue Bonds (Richfield
Senior Housing, Inc. Project), Series 2000B, issued by the City in the original aggregate principal amount
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of$405,000; (ii)funding a debt service reserve fund for the Series 2004 Bonds; and (iii)paying costs of
issuance of the Series 2004 Bonds; and
WHEREAS, the Company has requested that the City of Columbus, Minnesota (the "Issuer")
issue its senior housing revenue refunding bonds, in one or more series, as taxable or tax-exempt
obligations (the "Bonds"), in an aggregate principal amount not to exceed $21,000,000, for the purposes
of(i) refinancing the Facilities through the redemption and prepayment of the outstanding Series 2004
Bonds; (ii) financing capital improvements to the Facilities; (iii) funding a debt service reserve fund; and
(iv)paying costs of issuance of the Bonds; and
WHEREAS, the City and the Issuer are proposing to enter into a Cooperative Agreement, to be
dated on or after July 1, 2015 (the "Cooperative Agreement"), pursuant to which the City will consent to
the issuance of the Bonds by the Issuer to refinance the Facilities and finance capital improvements
thereto (collectively, the "Project"), and the Issuer will agree to issue the Bonds to finance the Project;
and
WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and
regulations promulgated thereunder, and Section 462C.04 of the Housing Act require that prior to the
issuance of the Bonds, the City Council consent to the issuance of the Bonds by the Issuer after
conducting a public hearing thereon preceded by publication of a notice of public hearing (in the form
required by Section 147(f) of the Code and applicable regulations) in a newspaper of general circulation
within the City at least fifteen(15)days prior to the public hearing date; and
WHEREAS, a notice of public hearing (the "Public Notice") was published at least fifteen (15)
days before the regularly scheduled meeting of the City Council of the City in the Sun-Current, the
official newspaper 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 Housing Act; and
WHEREAS, 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) consent to the issuance of the Bonds by the Issuer pursuant to the
requirements of Section 147(f) of the Code and the regulations promulgated thereunder; and (ii) approval
of the Project pursuant to the requirements of the Housing Act; and
WHEREAS, the Bonds are to be issued by the Issuer pursuant to the Housing Act and an
Indenture of Trust, to be dated on or after July 1, 2015 (the "Indenture"), between the Issuer and U.S.
Bank National Association, as trustee (the "Trustee"), and the principal of, premium (if any), and interest
on the Bonds: (i)shall be payable solely from the revenue pledged therefor; (ii) shall not constitute a debt
of the City or the Issuer within the meaning of any constitutional or statutory limitation; (iii)shall not
constitute nor give rise to a pecuniary liability of the City or the Issuer or a charge against its general
credit or taxing powers; and (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable,
upon any property of the City or the Issuer other than the interest of the Issuer in the Loan Agreement;
and
WHEREAS, the Loan Agreement requires the Company to make payments thereunder in
amounts and at times sufficient to pay the principal of, premium (if any), and interest on the Bonds when
due, and the loan repayments required to be made by the Company to the Issuer under the terms of the
Loan Agreement will be assigned by the Issuer to the Trustee to secure the payment of the principal of,
premium(if any), and interest on the Bonds; and
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WHEREAS, to secure its obligations under the Loan Agreement, the Company will provide a
mortgage lien on and a secured interest in certain of its property to the Trustee pursuant to an Amended
and Restated Mortgage Agreement,to be dated on or after July 1, 2015 (the"Mortgage"); and
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
RICHFIELD,MINNESOTA,AS FOLLOWS:
1. The City Council finds that it is in the best interest of the City to approve the issuance of
the Bonds by the Issuer to finance the Project and hereby consents to the issuance of the Bonds by the
Issuer for the purposes set forth above in an amount not to exceed $21,000,000.
2. The Bonds shall be issued pursuant to the Housing Act, and the proceeds derived from
the sale of the Bonds shall be loaned to the Company pursuant to the Loan Agreement. The Bonds shall
be special, limited obligations of the Issuer payable solely from the revenues provided by the Company
pursuant to the Loan Agreement and other funds pledged pursuant to the Indenture.
3. The Mayor and the City Manager are hereby authorized and directed to execute and deliver
the Cooperative Agreement. 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 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. The Mayor and City Manager and other officers, employees, and agents of the City are
hereby authorized and directed to prepare and furnish to bond counsel, the trustee, and the original
purchaser of the Bonds certified copies of all proceedings and records of the City relating to the approval
of the issuance of the Bonds, including a certification of this resolution. Such officers, employees, and
agents are hereby authorized to execute and deliver, on behalf of the City, all other certificates,
instruments, and other written documents that may be requested by bond counsel,the Trustee,the original
purchaser of the Bonds, or other persons or entities in conjunction with the issuance of the Bonds.
Without imposing any limitation on the scope of the preceding sentence, such officers, employees, and
agents are specifically authorized to execute and deliver a general certificate of the City.
5. The Company will, upon demand, reimburse the City for costs paid or incurred by the
City in connection with this resolution and the Cooperative Agreement.
6. This resolution shall be in full force and effect from and after its passage.
Approved by the City Council of the City of Richfield,Minn-sota t 4 th day of June,2015.
Edwina Garcia, Mayo ' • Tempore
ATTEST:
; Sr
Elizabet anHoose, ity Clerk
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