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<br />Attachment D
<br />AMENDED AND RESTATED
<br />JOINT POWERS AGREEMENT
<br />PROVIDING FOR THE ISSUANCE OF A REVENUE NOTEREFUNDING NOTES TO
<br />FINANCEREFINANCE HOUSING AND HEALTHCARE FACILITIES
<br />(PHS/LAKE MINNETONKA CAMPUS PROJECT)
<br />st
<br />THIS AGREEMENT is entered into as of the 1 day of May, 2010June, 2014, by and between the
<br />City of Spring Park, Minnesota ("Spring Park"), the City of Chanhassen, Minnesota ("Chanhassen"), the
<br />City of St. Bonifacius, Minnesota ("St. Bonifacius" and, with Spring Park and Chanhassen, the "Issuers"),
<br />the City of Arden Hills, Minnesota ("Arden Hills")"), and the City of Ankeny, Iowa ("Ankeny")
<br />(collectively, the "Cities", or individually, a "City"). Each of the municipalities named above is a
<br />municipal corporation duly organized under the laws of the State of Minnesota, or the State of Iowa.
<br />
<br />1.Minnesota Statutes, Section 471.59 and Iowa Code, Chapter 28E (the "Joint Powers
<br />Acts") providesprovide that two or more governmental units, by agreement entered into through action of
<br />their governing bodies, may jointly or cooperatively exercise any power common to the contracting parties,
<br />and may provide for the exercise of such power by one of the participating governmental units.
<br />
<br />2.In connection with revenue bonds issued under Minnesota Statutes, Chapter 462C
<br />(the "Housing Programs Act"), Section 462C.14, Subd. 3 provides for joint action between cities pursuant
<br />to the Joint Powers Act.
<br />
<br />3.Iowa Code, Chapter 419 provides that Iowa municipalities may issue revenue bonds
<br />to defray the costs of facilities for organizations described under Section 501(c)(3) of the Internal Revenue
<br />Code.
<br />
<br />4.PHS/Lake Minnetonka, LLC, a Minnesota limited liability company (the
<br />"Borrower") whose sole member is Presbyterian Homes Housing and Assisted Living, Inc., a Minnesota
<br />nonprofit organization, has proposed that the Cities enter into this Agreement pursuant to the Housing
<br />Programs Act and Iowa Code, Chapters 28E and 419, pursuant to which Spring Parkthe Issuers will issue a
<br />revenue notenotes (the "NoteNotes") in the aggregate principal amount not to exceed $30,00027,900,000
<br />and loan the proceeds thereof to the Borrower to financerefinance the project described in the next
<br />paragraph.
<br />
<br />5.The "project" consists of the financingrefunding of (a) the outstanding principal
<br />amount of the $28,000,000 Housing and Health Care Revenue Note, Series 2010 (PHS/Lake Minnetonka
<br />Campus Project) issued by the City of Spring Park, Minnesota (the "Series 2010 Note") to (i) finance the
<br />acquisition, construction, and equipping of new facilities and, the demolition of 2 existing buildings, and
<br />renovation of existing facilities to create a senior housing development which will consistconsists of
<br />approximately 239236 senior housing units, including approximately 169166 independent living units (the
<br />renovation of 160 units and new construction of 9 units),, 52 assisted living units (52 units of new
<br />construction with demolition of 37 old units),, 18 memory care units (new construction), and an
<br />approximately 20,000 square foot town center (new construction) for use by the residents of the senior
<br />housing units located at 4465, 4497, 4501, 4523, 4527, 4579, 4589,and 4599 Shoreline Drive in Spring
<br />Park, Minnesota (the "the City; (ii) refund the City's outstanding Multifamily Housing Revenue Bonds
<br />(Presbyterian Homes Housing and Assisted Living, Inc. Project) Series 2007 (the "Series 2007 Bonds")
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