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<br />AMENDED AND RESTATED
<br />JOINT POWERS AGREEMENT
<br />PROVIDING FOR THE ISSUANCE OF REVENUE REFUNDING NOTES TO
<br />REFINANCE HOUSING AND HEALTHCARE FACILITIES
<br />(PHS/LAKE MINNETONKA CAMPUS PROJECT)
<br />st
<br />THIS AGREEMENT is entered into as of the 1 day of June, 2014, by and between the City of
<br />Spring Park, Minnesota ("Spring Park"), the City of Chanhassen, Minnesota ("Chanhassen"), the City of
<br />St. Bonifacius, Minnesota ("St. Bonifacius" and, with Spring Park and Chanhassen, the "Issuers"), the City
<br />of Arden Hills, Minnesota ("Arden Hills"), and the City of Ankeny, Iowa ("Ankeny") (collectively, the
<br />"Cities", or individually, a "City"). Each of the municipalities named above is a municipal corporation
<br />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") provide that two or more governmental units, by agreement entered into through action of their
<br />governing bodies, may jointly or cooperatively exercise any power common to the contracting parties, and
<br />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 the Issuers will issue revenue
<br />notes (the "Notes") in the aggregate principal amount not to exceed $27,900,000 and loan the proceeds
<br />thereof to the Borrower to refinance the project described in the next paragraph.
<br />
<br />5.The "project" consists of the refunding of the outstanding principal amount of the
<br />$28,000,000 Housing and Health Care Revenue Note, Series 2010 (PHS/Lake Minnetonka Campus
<br />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, the demolition of 2 existing buildings, and
<br />renovation of existing facilities to create a senior housing development which consists of approximately
<br />236 senior housing units, including approximately 166 independent living units, 52 assisted living units, 18
<br />memory care units, and an approximately 20,000 square foot town center for use by the residents of the
<br />senior housing units located at 4501, 4523, 4527, and 4599 Shoreline Drive in the City; (ii) refund the
<br />City's outstanding Multifamily Housing Revenue Bonds (Presbyterian Homes Housing and Assisted
<br />Living, Inc. Project) Series 2007 (the "Series 2007 Bonds") issued to finance the acquisition and renovation
<br />of a 75-unit multifamily housing development comprised of 2 buildings located at 4599 and 4601 Shoreline
<br />Drive and 2380 Island Drive in Spring Park (the "Park Hill Apartments") and to refinance the acquisition
<br />and renovation of a 51-unit multifamily housing development comprised of 3 buildings located at 4579,
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