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HomeMy WebLinkAboutResolution No. 393-08 • 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, August 4, 2008, commencing at 7:00 P.M. The following Councilmembers were present: President Dennis Hanson, Councilmembers Pat Carr, Ed Hruska, Marcia Marcoux, Sandra Means, Bruce Snyder, Bob Nowicki and the following were absent: None During said meeting President Dennis 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. Oq6-08 RESOLUTION GIVING HOST APPROVAL TO THE ISSUANCE OF A HOUSING REVENUE NOTE • FOR A PROJECT LOCATED IN THE CITY OF ROCHESTER, MINNESOTA (PHSNOA ROCHESTER, INC. PROJECT) AND AUTHORIZING EXECUTION OF A CONSENT AGREEMENT WHEREAS, PHSNOA Rochester, Inc., a Minnesota nonprofit corporation (the "Borrower"), has proposed that the City of Dodge Center, Minnesota, (the "Issuer") finance a Project (as defined below) located in the City of Rochester, Minnesota (the "City") by the issuance of a tax exempt revenue note in the approximate principal amount of$1,250,000, which may be issued in the form of one or more notes (collectively, the "Revenue Note"); and WHEREAS, the City has been informed that Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), requires that the governmental unit in which facilities to be financed by the Revenue Note are located must approve the issuance of the Revenue Note following a public hearing; and WHEREAS, the City conducted a 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; and WHEREAS, Minnesota Statutes, Section 462C.14, Subd. 2, relating to the issuance of revenue notes for facilities such as the Project, provides that a city may only issue notes for a project located within the boundaries of another city if authorized to do so by the other city, • therefore, in order for the Issuer to issue notes to finance the Project it is necessary for the City to consent to such issuance pursuant to a contract with the Issuer. 2201148v1 • WHEREAS, the Borrower has advised the City that the Project to be financed by the Revenue Note consists of the acquisition of a 14.70 acre parcel of land for future development of of a senior rental housing facility (the "Project"), to be located adjacent to the existing housing facility located at the intersection of 181h Avenue NW and 55th Street NW in the City, known as The Homestead of Rochester(the "Project'). NOW, THEREFORE, BE IT RESOLVED by the Common Council (the "Council") of the City of Rochester, Minnesota(the "City"), as follows: 1. Host Ap rp oval. The City hereby gives the host approval to the issuance of the Revenue Note for the Project for purposes of Section 147(f) of the Internal Revenue Code. 2. Consent Agreement. The Consent Agreement, pursuant to which the City consents to the City of Dodge Center issuing the Revenue Note for the Project, is hereby approved in substantially the form now on file in the office of the City Clerk; 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. 3. Limited Liability. The Revenue Note shall be issued by the Issuer. In no event shall the Revenue Note be payable from or charged upon any funds of the City; the City is not subject to any liability thereon; no owners of the obligations shall ever have the right to compel the exercise of the taxing power of the City to pay any of the obligations or the interest thereon, nor to enforce payment thereof against any property of the City; the Revenue Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and the Revenue Note does not constitute a general or moral obligation or an indebtedness of the City within the meaning of any constitutional, statutory, or charter limitation. • 2 22011480 PASSED AND ADOPTED BY THE COMMOO COUNCIL OF THE CITY OF • ROCHESTER, MINNESOTA, THIS 4TH DAY OF A GUST, 2008. PRESIDENT OF SAID COMMON COUNCIL ATTEST: CIT CL RK Approved this 4th day of August, 2008. (Seal of the City of Rochester, Minnesota) MAYOR OF SAID CITY Councilmember Hruska moved the adoption of the foregoing resolution, which motion was duly seconded by Councilmember Snyder and upon vote being taken thereon, the following Councilmembers voted in favor thereof: President Dennis Hanson, Councilmembers Pat Carr, Ed Hruska, Marcia Marcoux, Sandra Means, Bruce Snyder, Bob Nowicki • and the following Councilmembers voted against the same: None whereupon said resolution was declared duly passed on adopted. • 3 22011480 I • CITY CLERK'S CERTIFICATE I, the undersigned, being the duly qualified and acting Clerk of the City of Rochester, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of 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 Common Council of said City duly called and held on the date therein indicated, insofar as such minutes relate to a resolution adopted on the date therein indicated giving host approval to the issuance of a revenue note for a housing project. WITNESS my hand this day of , 2008. City Clerk • (SEAL) Rochester, Minnesota • 4 2201148v1 • CONSENT AGREEMENT TO THE ISSUANCE OF A HOUSING REVENUE NOTE (PHS/VOA ROCHESTER, INC. PROJECT) THIS AGREEMENT is entered into as of the 6TA day of August, 2008, between the City of Dodge Center, Minnesota ("Dodge Center") and the City of Rochester, Minnesota ("Rochester") (collectively, the "Municipalities," or individually, a "Municipality"). The Municipalities are both municipal corporations, duly organized under the laws of the State of Minnesota. RECITALS A. PHS/VOA Rochester, Inc., a Minnesota nonprofit (the "Borrower") proposes to finance the acquisition of a 14.70 acre parcel of land for future development of a senior rental housing facility to be located adjacent to the existing The Homestead of Rochester facility at the intersection of 18th Avenue NW and 55th Street NW in the City of Rochester, Minnesota (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 Dodge Center, with the consent of Rochester, will issue a revenue bond, in one or more series or issues (the "Note") under Minnesota Statutes, Section 462C (the "Act") in an aggregate amount not to exceed $1,000,000 and loan the proceeds thereof to the Borrower to finance the Project. D. The governing bodies of Dodge Center 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, delivery and performance of this Agreement. 2. Dodge Center shall be the sole issuer of the Note 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 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. 22037141 3. The Note to be issued pursuant to this Agreement shall be a special, limited obligation of Dodge Center, payable solely from proceeds, revenues and other amounts specifically pledged thereto. In no event shall the Note 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 owner of the Note shall ever have the right to compel the exercise of the taxing power of any of the Municipalities to pay any portion of the Note or the interest thereon, nor to enforce payment thereof against any property of any of the Municipalities; the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of any of the Municipalities; and the Note does not constitute an indebtedness of either of the Municipalities within the meaning of any constitutional, statutory, or charter limitation. 4. All costs incurred by Dodge Center and Rochester in the authorization, execution, delivery and performance of this Agreement shall be paid by the Borrower out of proceeds of the Note 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] • • 22037141 2 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 DODGE CENTER,MINNESOTA By Its Mayor By Its Administrator • SIGNATURE PAGE TO CONSENT AGREEMENT 2203714v1 S-1 • CITY OF ROCHESTER, MINNESOTA By �.t-- Its Mayor By Its City Cler • • SIGNATURE PAGE TO CONSENT AGREEMENT 2203714v1 S-2 • CONSENT AGREEMENT TO THE ISSUANCE OF A HOUSING REVENUE NOTE (PHSNOA ROCHESTER, INC. PROJECT) THIS AGREEMENT is entered into as of the (5t�) day of August, 2008, between the City of Dodge Center, Minnesota ("Dodge Center") and the City of Rochester, Minnesota ("Rochester") (collectively, the "Municipalities," or individually, a "Municipality"). The Municipalities are both municipal corporations, duly organized under the laws of the State of Minnesota. RECITALS A. PHS/VOA Rochester, Inc., a Minnesota nonprofit (the "Borrower") proposes to finance the acquisition of a 14.70 acre parcel of land for future development of a senior rental housing facility to be located adjacent to the existing The Homestead of Rochester facility at the intersection of 181h Avenue NW and 551h Street NW in the City of Rochester, Minnesota (the "Prof ect"). 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 Dodge Center, with the consent of Rochester, will issue a revenue bond, in one or more series or issues (the "Note") under Minnesota Statutes, Section 462C (the "Act") in an aggregate amount not to exceed $1,000,000 and loan the proceeds thereof to the Borrower to finance the Project. D. The governing bodies of Dodge Center 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, delivery and performance of this Agreement. 2. Dodge Center shall be the sole issuer of the Note 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 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. 22037141 • 3. The Note to be issued pursuant to this Agreement shall be a special, limited obligation of Dodge Center, payable solely from proceeds, revenues and other amounts specifically pledged thereto. In no event shall the Note 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 owner of the Note shall ever have the right to compel the exercise of the taxing power of any of the Municipalities to pay any portion of the Note or the interest thereon, nor to enforce payment thereof against any property of any of the Municipalities; the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of any of the Municipalities; and the Note does not constitute an indebtedness of either of the Municipalities within the meaning of any constitutional, statutory, or charter limitation. 4. All costs incurred by Dodge Center and Rochester in the authorization, execution, delivery and performance of this Agreement shall be paid by the Borrower out of proceeds of the Note 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] 22037141 2 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 DODGE CENTER, MINNESOTA By Its Mayor By Its Administrator SIGNATURE PAGE TO CONSENT AGREEMENT 22037141 S-1 • CITY OF ROCHESTER, MINNESOTA By 77- ".. Its Mayor By Its City Clerk— SIGNATURE PAGE TO CONSENT AGREEMENT i 2203714v1 S-2 CONSENT AGREEMENT TO THE ISSUANCE OF A HOUSING REVENUE NOTE (PHS/VOA ROCHESTER, INC. PROJECT) THIS AGREEMENT is entered into as of the 6M day of August, 2008, between the City of Dodge Center, Minnesota ("Dodge Center") and the City of Rochester, Minnesota ("Rochester") (collectively, the "Municipalities," or individually, a "Municipality"). The Municipalities are both municipal corporations, duly organized under the laws of the State of Minnesota. RECITALS A. PHS/VOA Rochester, Inc., a Minnesota nonprofit (the "Borrower") proposes to finance the acquisition of a 14.70 acre parcel of land for future development of a senior rental housing facility to be located adjacent to the existing The Homestead of Rochester facility at the intersection of 181h Avenue NW and 55 h Street NW in the City of Rochester, Minnesota (the "Prof ect"). 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 Dodge Center, with the consent of Rochester, will issue a revenue bond, in one or more series or issues (the `Note") under Minnesota Statutes, Section 462C (the "Act") in an aggregate amount not to exceed $1,000,000 and loan the proceeds thereof to the Borrower to finance the Project. D. The governing bodies of Dodge Center 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, delivery and performance of this Agreement. 2. Dodge Center shall be the sole issuer of the Note 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 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. 22037141 I 3. The Note to be issued pursuant to this Agreement shall be a special, limited obligation of Dodge' Center, payable solely from proceeds, revenues and other amounts specifically pledged thereto. In no event shall the Note 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 owner of the Note shall ever have the right to compel the exercise of the taxing power of any of the Municipalities to pay any portion of the Note or the interest thereon, nor to enforce payment thereof against any property of any of the Municipalities; the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of any of the Municipalities; and the Note does not constitute an indebtedness of either of the Municipalities within the meaning of any constitutional, statutory, or charter limitation. 4. All costs incurred by Dodge Center and Rochester in the authorization, execution, delivery and performance of this Agreement shall be paid by the Borrower out of proceeds of the Note 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] i • 22037141 2 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 DODGE CENTER, MINNESOTA By Its Mayor By Its Administrator SIGNATURE PAGE TO CONSENT AGREEMENT 22037141 S-1 CITY OF ROCHESTER, MINNESOTA By ,, ice � T= Its Mayor By L" J , 41& Its City Cl&k SIGNATURE PAGE TO CONSENT AGREEMENT 2203714v1 S-2