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Home My WebLink AboutResolution No. 619-06 EXTRACT OF MINUTES OF A MEETING OF THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA Pursuant to due call and notice thereof, a regular or special meeting of the Common Council of the City of Rochester, Minnesota, was duly held in the Council/Board Chambers in the Government Center on Monday, December 11, 2006, commencing at 7:00 P.M., C.T. The following Councilmembers were present: and the following were absent: During said meeting President Hanson introduced the following Resolution, the written presentation and reading of which were waived by unanimous consent of the Council, and moved its adoption: RESOLUTION NO. e1q D(o RESOLUTION GIVING HOST APPROVAL TO THE ISSUANCE OF HOUSING REVENUE REFUNDING BONDS UNDER MINNESOTA STATUTES, CHAPTER 462C FOR A PROJECT LOCATED IN THE CITY OF ROCHESTER, MINNESOTA i (WEDUM SHOREWOOD CAMPUS, LLC PROJECT)AND AUTHORIZING EXECUTION OF A CONSENT AGREEMENT WHEREAS, Wedum Shorewood Campus, LLC, a Minnesota limited liability company (the 'Borrower"), whose sole member is J.A. Wedum Foundation, a Minnesota nonprofit corporation and 501(c)(3) organization, has proposed that the City of Oronoco, Minnesota ("Oronoco") refund the $25,500,000 Multifamily Housing Revenue Bonds (Wedum Shorewood Campus), Series 1999 (the "Prior Bonds") issued by the City of Rochester, Minnesota (the "City") to finance the acquisition, construction and equipping of an approximately 229 unit senior housing facility including 61 assisted living units, 155 independent senior living units and 13 memory care units (the "Project") located at 2115-2205 Second Street Southwest in the City; and WHEREAS, the City has been advised that a public hearing and Common Council approval of refinancing with the obligations to be issued by Oronoco are required under Section 147(f) of the Internal Revenue Code because the Project financed by the Prior Bonds is located in the City; and WHEREAS, Minnesota Statutes, Section 462C.14, Subd. 2, relating to the issuance of revenue bonds for facilities such as the Project, provides that a city may only issue bonds for a project located within the boundaries of another city if authorized to do so by the other city, therefore, in order for Oronoco to issue bonds to refund the Prior Bonds it is necessary for the • City to consent to such issuance pursuant to a contract with Oronoco; and 1959499v2 WHEREAS, the City conducted the public hearing on this same date at which hearing all • persons who appeared were given an opportunity to express their views with respect to the Project: NOW, THEREFORE, BE IT RESOLVED by the Common Council (the "Council") of the City of Rochester, Minnesota, as follows: 1. Project. The Borrower has advised the City that the Project will be refinanced by advance refunding of the Prior Bonds (the 'Refunding") with refunding bonds to be.issued by Oronoco (the 'Refunding Bonds"). 2. Host Approval. The City hereby gives host approval to the issuance of the Refunding Bonds for purposes of Section 147(f) of the Internal Revenue Code. 3. Consent Agreement. The Consent Agreement is hereby approved in substantially the form now on file in the office of the City; and the Mayor and Clerk 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 Clerk 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 Consent 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 Consent Agreement prior to their execution; and such City officials are hereby authorized to approve such changes on behalf of the City. 4. Limited Liability. In no event shall the Refunding Bonds ever be payable from or charged upon any funds of the City; the City is not subject to any liability thereon; no owners of the Refunding Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Refunding Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Refunding Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and the Refunding Bonds do not constitute a general or moral obligation or an indebtedness of the City within the meaning of any constitutional, statutory, or charter limitation. • 2 1959499v2 PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA, THIS 11TH DAY OF DECEMBER, 2006. PRESIDENT OF SAID COMMON COUNCIL ATTEST: CIT CL Approved this 1 lth day,of December,2006. (Seal of the City of i— '�- Rochester, Minnesota) MAYOR OF SAID CITY Councilmember Snyder moved the adoption of the foregoing resolution, which motion was duly seconded by Councilmember Marcoux. and upon vote being taken thereon, the following Councilmembers voted in favor thereof: President Dennis Hanson, Councilmembers Amy Blenker, Pat Carr, Marcia Marcoux, Sandra Means, Bob Nowicki , Bruce Snyder • and the following Councilmembers voted against the same: None whereupon said resolution was declared duly passed on adopted. • 3 1959499v2 CONSENT AGREEMENT TO THE ISSUANCE OF SENIOR HOUSING REVENUE REFUNDING BONDS (WEDUM SHOREVIEW CAMPUS,LLC PROJECT) THIS AGREEMENT is entered into as of the 1st day of December, 2006, between the City of Oronoco, Minnesota ("Oronoco") and the City of Rochester, Minnesota ("Rochester") (collectively, the "Municipalities," or individually, a "Municipality"). The Municipalities are each a municipal corporation, duly organized under the laws of the State of Minnesota. RECITALS A. Wedum Shoreview Campus, LLC, a Minnesota limited liability company (the "Borrower") proposes to refinance a 229-unit senior housing facility consisting of 155 independent living units, 61 assisted living units and 13 memory care units located at 2105-2205 Second Street Southwest in the City of Rochester, Minnesota which was originally financed with the proceeds of the City of Rochester, Minnesota ('Rochester") $25,350,000 Multifamily Housing Revenue Bonds (Wedum Shorewood Campus), Series 1999 and certain other debt of the Borrower(the "Prior Debt") (the "Project"). B. Minnesota Statutes, Section 462C.14, Subd. 2 provides that a city may provide housing program and development financial services only within its corporate boundaries, except • to the extent that a joint powers agreement or contract authorizes a city to provide the services within the boundaries of another city. C. The Borrower has proposed that the Municipalities enter into this agreement, pursuant to which Oronoco, with the consent of Rochester, will issue revenue bonds, in one or more series or issues (the 'Bonds") under Minnesota Statutes, Section 462C (the "Act") in an aggregate amount not to exceed $29,500,000 and loan the proceeds thereof to the Borrower to refund the.Prior Debt. D. The governing bodies of Oronoco and Rochester have authorized the execution and delivery of this Agreement. NOW THEREFORE, in consideration of the mutual undertakings and covenants set forth below and other good and valuable consideration, the Municipalities hereby represent and agree as follows: 1. Each Municipality represents to the other parties hereto that it has (i)held a public hearing with respect to the Project and (ii) has adopted a resolution authorizing execution, j delivery and performance of this Agreement. 2. Oronoco shall be the sole issuer of the Bonds and shall exercise the powers under Minnesota Statutes, Chapter 462C by adopting, approving and executing such resolutions, documents, and agreements as shall be necessary or convenient to authorize, issue, and sell the • Bonds and such other resolutions, documents, and agreements as shall be necessary or required 19630842 N a li it in connection with the issuance of the Bonds and giving effect to or carrying out the provisions of this Agreement and documents under which the Bonds are issued and/or secured. 3. Any Bonds to be issued pursuant to this Agreement shall be special, limited obligations of Oronoco, payable solely from proceeds, revenues and other amounts specifically pledged thereto. In no event shall the Bonds ever be payable from or charged upon the general credit, taxing powers or any funds of any of the Municipalities; the Municipalities are not subject to any liability thereon; no owners of the Bonds shall ever have the right to compel the exercise of the taxing power of any of the Municipalities to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of any of the Municipalities; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of any of the Municipalities; and the Bonds do not constitute an indebtedness of any of the Municipalities within-the meaning of any constitutional, statutory, or charter limitation. 4. All costs incurred by Oronoco and Rochester in the authorization, execution, delivery and performance of this Agreement shall be paid by the Borrower out of proceeds of the Bonds or other funds legally available to the Borrower. 5. This Agreement may be executed in counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. [Remainder of page intentionally left blank; signature pages follow] 19630842 2 `• __. ...-.gym-,�. X/;= IN WITNESS WHEREOF, each of the Municipalities 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 ORONOCO, MINNESOTA By � ;;; . Its Mayor By Its Cler -T easurer • SIGNATURE PAGE TO CONSENT AGREEMENT 19630842 S-1