Loading...
HomeMy WebLinkAbout2010-026 Extract of Minutes of a Meeting of the City Council of the City of Arden Hills, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Arden Hills, Minnesota,was duly held at the City Hall in said City on Monday, May 10, 2010, commencing at 7:00 P.M. The following members were present: and the following were absent: Member Holden introduced the following resolution and moved its adoption: RESOLUTION NO. 2010-026 RESOLUTION GIVING HOST APPROVAL TO THE ISSUANCE OF MULTIFAMILY HOUSING AND HEALTH CARE REVENUE NOTE UNDER MINNESOTA STATUTES, CHAPTER 462C AND AUTHORIZING THE EXECUTION OF A JOINT POWERS AGREEMENT AND AN ASSIGNMENT AND ASSUMPTION OF REGULATORY AGREEMENT The motion for the adoption of the foregoing resolution was duly seconded by member Ha stead , and after full discussion thereof and upon vote being taken thereon, the following voted in favor thereof: Brenda Holden, Fran Holmes, Dave McClung, David Grant, Stan Harpstead and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. 2494475v2 RESOLUTION GIVING HOST APPROVAL TO THE ISSUANCE OF MULTIFAMILY HOUSING AND HEALTH CARE REVENUE UNDER MINNESOTA STATUTES, CHAPTER 462C AND AUTHORIZING THE EXECUTION OF A JOINT POWERS AGREEMENT AND AN AMENDED AND RESTATED REGULATORY AGREEMENT BE IT RESOLVED, by the City Council (the "Council") of the City of Arden Hills, Minnesota(the "City") as follows: Section 1. General Recitals. (a) The purpose of Minnesota Statutes, Chapter 462C (the "Act"), is among other things, to confer upon cities the power to issue revenue bonds to finance multifamily housing developments; and Section 2. Description of the Project. (a) PHS/Lake Minnetonka, LLC, a Minnesota limited liability company (the "Borrower") whose sole member is Presbyterian Homes Housing and Assisted Living, Inc., a Minnesota nonprofit corporation, has proposed that the City of Spring Park, Minnesota ("Spring Park" or the "Issuer") undertake a program to finance a project (as defined below), a portion of which is located in the City through the issuance of approximately $30,000,000 of revenue notes or other obligations, in one or more series (the "Note")pursuant to the Act; and (b) The project consists of financing and refinancing, on behalf of PHS/Lake Minnetonka, LLC, a Minnesota limited liability company, whose sole member is Presbyterian Homes Housing and Assisted Living, Inc., a Minnesota nonprofit corporation (the "Borrower"), (i) the acquisition, construction, equipping of new facilities and the demolition of 2 existing structures and the renovation of existing facilities to create a senior housing development which will consist of approximately 239 senior housing units including approximately 169 independent living units (the renovation of 160 units and new construction of 9 units), 52 assisted living units (52 units of new construction with demolition of 37 old units), 18 memory care units (renovation) and an approximately 20,000 square foot town center (new construction) for use by the residents of the senior housing units located at 4465, 4497, 4501, 4523, 4527, 45795 45895 4599 Shoreline Drive in the City of Spring Park, Minnesota ("Spring Park"); and refunding Spring Park's outstanding Multifamily Housing Revenue Bonds (Presbyterian Homes Housing and Assisted Living, Inc. Project) Series 2007 which were issued to finance the acquisition and renovation of a 75 unit multifamily housing development comprised of 2 buildings located at 4601/09 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") (collectively the "Spring Park Portion"); (ii) refunding of the outstanding City of,Arden Hills, Minnesota Health Care and Housing Revenue Refunding Bonds (Presbyterian Homes of Arden Hills, Inc. Project), Series 1999B (the "Series 1999B" Bonds) which were issued to finance the costs of the refinancing, acquisition, construction or renovation of certain housing and health care facilities located at 3120 and 3220 Lake Johanna Boulevard, 2 2494475v2 Arden Hills, and commonly known as "Lakeview Residence", a 177-unit elderly assisted-living facility, "Sutton Place," a 19-unit elderly independent-living facility and "McKnight Care Center," a 208-bed nursing home facility in the City of Arden Hills (the "Arden Hills Portion") and other facilities located in Spring Park and Bloomington, Minnesota and Ankeny, Iowa; and (iii) paying costs of issuance of the revenue obligations (the "Spring Park Portion" and, together with the Arden Hills Portion, the "Project"). (c) The City has been advised that the Note or other obligations, as and when issued, will not constitute a charge, lien or encumbrance upon any property of the City or the Issuer, except the Project and the revenues to be derived from the Project or other financed facilities. Such Note or obligations will not be a charge against the general credit or taxing powers of the City or the Issuer, but is payable from sums to be paid by the Borrower pursuant to a revenue agreement. (d) In connection with the issuance of the Series 1999B Bonds, a Regulatory Agreement, dated as of September 1, 1999 was entered into among the City, U.S. Bank Trust National Association (n/k/a U.S. Bank National Association), as Trustee (the "Trustee") and Mill-Pond, Inc., an Iowa Corporation ("Mill-Pond") (the "Regulatory Agreement"), duly recorded in the official records of Polk County, Iowa, Instrument No. 030891, on October 7, 1999. In connection with the issuance of the Note, the City shall assign the Regulatory Agreement to the City of Spring Park. (e) In connection with the issuance of the Note it is proposed that the Joint Powers Agreement be entered into among the City, and the City of Spring Park and Ankeny, Iowa, pursuant to Minnesota Statutes, Section 471.59 and Iowa Code, Chapter 28E. — Section 3. Recital of Representations Made by the Borrower. (a) The Borrower has agreed to pay any and all costs incurred by the City in connection with the issuance of the Note, whether or not such issuance is carried to completion. (b) The Borrower has represented to the City that 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 Pro j ect. Section 4. Public Hearin. (a) 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 Note and the proposal to undertake and finance the Proj ect. (b) 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 Note and the proposal to undertake and finance the portion of the Project located within the jurisdictional limits of the City, at which all those appearing who desired to speak were heard and written comments were accepted. 3 2494475v2 Section 5. Host Approval. The City Council hereby gives the host approval required under Section 147(f) of the Code and, pursuant to Minnesota Statutes §471.656, Subd. 2(2), the City Council hereby consents to the issuance of the Note. Section 6. Joint Powers Agreement and Assignment and Assumption of Regulatory Agreement. The Joint Powers Agreement and Assignment and Assumption of Regulatory Agreement are hereby approved in substantially the forms now on file with the City; and the Mayor and the Administrator of the City are authorized to execute the same in the name of and on behalf of the City. In the event of the disability or the resignation or other absence of the Mayor or City Administrator of the City, such other officers of the City who may act in their behalf shall without further act or authorization of the City do all things and execute all instruments and documents required to be done or to be executed by such absent or disabled officials. The approval hereby given to the Joint Powers Agreement and the Assignment and Assumption of Regulatory Agreement includes approval of 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 the City Attorney and by the City officials authorized herein to execute the Joint Powers Agreement and the Assignment and Assumption of Regulatory Agreement prior to its execution; and said City officials are hereby authorized to approve said changes on behalf of the City. Stanl arpstea ayor ATTEST: Patrick Klaers, Administrator 4 2494475v2 STATE OF MINNE S OTA COUNTY OF RAMSEY CITY OF ARDEN HILLS I, the undersigned, being the duly qualified and Administrator of the City of Arden Hills, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of T 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 of said City duly called and held on the date therein indicated, insofar as such minutes relate to granting host approval to the issuance of revenue bonds for a project in the City. WITNESS my hand this day of May, 2010. 4 Patrick Klaers, Administrator S 2494475v2 JOINT POWERS AGREEMENT PROVIDING FOR THE ISSUANCE OF A REVENUE NOTE TO FINANCE HOUSING AND HEALTHCARE FACILITIES (PHS/LAKE MINNETONKA CAMPUS PROJECT) THIS AGREEMENT is entered into as of the I't day of May, 2010, b and between the City of y y Spring Park, Minnesota("Spring Park"), the City of Arden Hills, Minnesota("Arden Hills") and the City of Ankeny, Iowa("Ankeny") (collectively, the "Cities", or individually, a "City"). Each of the municipalities named above is a municipal corporation duly organized under the laws of the State of Minnesota, or the State of Iowa. 1. Minnesota Statutes, Section 471.59 and Iowa Code, Chapter 28E (the "Joint Powers .Acts") provides that two or more governmental units, by agreement entered into through action of their governing bodies, may jointly or cooperatively exercise any power common to the contracting parties, and may provide for the exercise of such power by one of the participating governmental units. 2. In connection with revenue bonds issued under Minnesota Statutes, Chapter 462C (the "Housing Programs Act"), Section 462C.14, Subd. 3 provides for joint action between cities pursuant to the Joint Powers Act. 3. Iowa Code, Chapter 419 provides that Iowa-municipalities may issue revenue bonds to defray the costs of facilities for organizations described under Section 501(c)(3) of the Internal Revenue Code. 4. PHS/Lake Minnetonka, LLC, a Minnesota limited liability company whose sole member is Presbyterian Homes Housing and Assisted Living, Inc., a Minnesota nonprofit organization, (the "Borrower") has proposed that the Cities enter into this Agreement pursuant to the Housing Programs ams Act and Iowa Code, Chapters 28E and 419, pursuant to which Spring Park will issue a revenue note (the "Note") in the aggregate principal amount not to exceed $30,000,000 and loan the proceeds thereof to the Borrower to finance the project described in the next paragraph. 5. The project consists of the financing of(a) the acquisition, construction, equipping of new facilities and the demolition of 2 existing buildings and renovation of existing facilities to create a senior housing development which will consist of approximately 239 senior housing units, including approximately 169 independent living units (the renovation of 160 units and new construction of 9 units), 52 assisted living units (52 units of new construction with demolition of 37 old units), 18 memory care units (new construction) and an approximately 20,000 square foot town center (new construction) for use by the residents of the senior housing units located at 44651 44971) 45011 45233 452715 4579, 45891) 4599 Shoreline Drive in Spring Park, Minnesota (the "Spring Park Facilities") and (b) refund the outstanding City of Arden Hills, Minnesota Refunding Health Care and Housing Revenue Refunding Bonds (Presbyterian Home of Arden Hills, Inc. Project), Series 1999B, which were issued to finance and refinance the acquisition, renovation and improvement of certain health care and housing facilities located in Ankeny, Iowa, Spring Park, Minnesota, Arden Hills, Minnesota and Bloomington, Minnesota and refund the outstanding City of Spring Park Multifamily Housing Revenue Bonds (Presbyterian Homes Housing and Assisted Living, Inc. Project) Series 2007, which were issued to finance the acquisition of certain health care and housing facilities located in Spring Park. 2503985vl 6. Spring Park, the City in which a portion of the Note proceeds will be used for a housing project has adopted a housing program (the "Program") which describes the housing development to be financed by the Borrower in Spring Park. 7. Each City will adopt a resolution evidencing its intent to enter into this Agreement, and granting host approval (or, in the case of Spring Park, granting approval) of the issuance of the Note as required under the Internal Revenue Code of 1986, as amended. 8. Spring Park shall exercise the powers of the Housing Programs Act by adopting, approving and executing such resolutions, documents, and agreements as shall be necessary or convenient to authorize, issue, and sell the Note and such other resolutions, documents, and agreements as shall be necessary or required in connection with the issuance of the Note and giving effect to or carrying out the provisions of this Agreement and documents under which the Note is issued and/or secured. 9. The Note shall be a special, limited obligation of Spring Park, payable solely from proceeds, revenues and other amounts pledged thereto and more fully described in the Loan Agreement executed in connection with the Project. In no event shall the Note ever be payable from or charged upon the general credit, taxing powers or any funds of either of the Cities; the Cities are not subject to any liability thereon; no owners of the Note shall ever have the right to compel the exercise of the taxing power of either of the Cities to pay any of the Note or the interest thereon, nor to enforce payment thereof against any property of either of the Cities; the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of either of the Cities; and the Note does not constitute an indebtedness of any of the Cities within the meaning of any constitutional, statutory, or charter limitation. 10. This Agreement shall terminate upon the retirement or defeasance of the Note or any — bonds issued by Spring Park to refund the Note, and this Agreement may not be terminated in advance of such retirement or defeasance. 2 2503985v1 IN WITNESS WHEREOF, each of the Cities has caused this Agreement to be executed on its behalf by its duly authorized officers, all as of the day and year first above written. CITY OF SPRING PARK, MINNESOTA, as Issuer By Mayor By Clerk SIGNATURE PAGE TO JOINT POWERS AGREEMENT S-1 25039850 CITY OF ARDEN MILLS, ESOTA By is Mayor e ` ter:rQ y Its Administrator SIGNATURE PAGE TO JOINT POWERS AGREEMENT S-2 2503985v1 CITY OF ANKENY, IOWA By Its Mayor By Its City Clerk SIGNATURE PAGE TO JOINT POWERS AGREEMENT S-3 2503985vl ASSIGNMENT AND ASSUMPTION OF REGULATORY AGREEMENT THIS ASSIGNMENT AND ASSUMPTION, dated as of June 1, 2010, is made by and between the City of Arden Hills, Minnesota (the "Prior Issuer"), the City of Spring Park, Minnesota (the "Issuer"), U.S. Bank Trust National Association, now known as U.S. Bank National Association(the "Trustee"), and Bremer Bank, National Association(the "Lender"). RECITALS WHEREAS, the Prior Issuer and the Trustee have previously entered into that certain Regulatory Agreement dated as of September 1, 1999 with Mill-Pond, Inc., now known as Presbyterian Homes Mill Pond Care Center, Inc. (the "Owner"), filed with the Office of the County Recorder of Polk County, Iowa, on October, 1999 as document number 030891 (the "Regulatory Agreement"), with respect to that certain 49-unit multifamily rental housing development located in the City of Ankeny, Iowa, known as Mill Pond Care Center, on the site described in Exhibit A attached hereto (the "Project"); and WHEREAS, a portion of the proceeds of the Prior Issuer's $7,161,000 Health Care and Housing Revenue Bonds (Presbyterian Homes of Arden Hills, Inc. Project), Series 1999B (the "Prior Bonds") were used by the Owner to acquire the Project; and WHEREAS, the Owner proposes to refinance the Project with a portion of the proceeds of the Issuer's $281000,000 Multifamily Housing and Health Care Revenue Note (PHS/Lake _ Minnetonka Campus Project), Series 2010 (the "Bonds"), which will be purchased by the Lender and the Prior Bonds will be refunded and redeemed; and WHEREAS, the Prior Issuer and the Trustee desire to assign and the Issuer and the Lender desire to assume their respective rights, benefits, and obligations under the Regulator t) y Agreement upon the issuance of the Bonds and the redemption of the Prior Bonds. NOW, THEREFORE, in consideration of the mutual premises and covenants hereinafter set forth, and of other valuable consideration, the Prior Issuer, the Issuer, the Trustee, and the Lender hereby agree as follows: 1. Assig gMent by the Prior Issuer. The Prior Issuer hereby assigns all of its rights, interests, and obligations under the Regulatory Agreement to the Issuer. 2. Assignment by the Trustee. The Trustee hereby assigns all of its rights, interests, and obligations under the Regulatory Agreement to the Lender. 3. Assumption by the Issuer. The Issuer hereby assumes all of the rights, interests, and obligations of the Prior Issuer under the Regulatory Agreement. 4. Assumption by the Lender. The Lender hereby assumes all of the rights, interests, and obligations of the Trustee under the Regulatory Agreement. 25042160 5. Governing Law. It is agreed that this Assignment shall be governed by, construed and enforced in accordance with the laws of the State of Minnesota. 6. Partial Invalidity. The invalidity of any portion of this Assignment will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Assignment is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 7. Entirety of Agreement. This Assignment shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Assignment shall not be binding upon either party except to the extent incorporated in this Agreement. 8. Modification. Any modification of this Agreement or additional obligation assumed by either party in connection with this Assignment shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 9. Paragraph Headings. The titles to the paragraphs of this Agreement are solely for the convenience of the parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement. 10. Execution in Counterparts. This Agreement may be executed, acknowledged and _ delivered in any number of counterparts and each of such counterparts shall constitute an original but all of which together shall constitute one agreement. 2 2504216vi IN WITNESS WHEREOF, the parties hereto have set their hand as of the date and year first written. CITY OF N HILLS, M ESOTA By ItA4ayor B Its Administrator STATE OF MINNESOTA ) )ss. COUNTY OF RAMSEY ) The fore oing instrument was acknowledged before me this k day of Vie, 2010, by _ d - CAe ' the Mayor and City Administr ator,an respectively f the Ci y of Arden Hills, Minnesota, a Minnesota municipal corporation, on behalf of said municipality. r r Notary Public (NOTARIAL SEAL) PAMELA J.SWEENEY t M CO" Jan.319 2015 , 3 2504216v1 CITY OF SPRING PARK, MINNESOTA By Its Mayor By Its Administrator STATE OF MINNESOTA ) )ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this dayof June 2010 b � y and the Mayor and City Administrator respectively of the City of Spring Park, Minnesota, a Minnesota municipal corporation, on behalf of said municipality. Notary Public (NOTARIAL SEAL) 4 25042160 U.S. BANK NATIONAL ASSOCIATION, as Trustee By Its STATE OF MINNES OTA ) ) ss. COUNTY OF HENNEPIN ) On this day of June 2010, before me, a notary public in and for said county and state, personally appeared known to me to be, the of U.S. Bank National Association, a national banking association who executed the foregoing g g instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day of June, 2010. Notary Public (NOTARIAL SEAL) 5 2504216vl BREMER BANK, NATIONAL ASSOCIATION, as Lender By Its STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) On this day of June, 2010, before me, a notary public in and for said county and state, personally appeared known to me to be, the of Bremer Bank, National Association, a national banking association who executed the foregoing g g instrument. IN WITNESS WHEREOF, I have hereunto set my hand and official seal this day of June, 2010. Notary Public (NOTARIAL SEAL) b 25042160 EXHIBIT A LEGAL DESCRIPTION 7 2504216v1