HomeMy WebLinkAboutResolution 2022-134 DOCSOPEN-#830837-v4-Corcoran_St__Therese_RESOLUTION_PROVIDING_ISSUER_APPROVAL - RevisedCITY OF CORC"Ilk r MINNESOTA
RESOLUTION 2022-134
AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CONDUIT
REVENUE OBLIGTIONS TO FINANCE A COMBINATION MULTIFAMILY
HOUSING DEVELOPMENT AND HEALTHCARE FACILITY FOR THE
BENEFIT OF SAINT THERESE OF CORCORAN, LLC; APPROVING THE
FORMS OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE
OBLIGATIONS AND CERTAIN RELATED DOCUMENTS; ADOPTING A
HOUSING PROGRAM; AND TAKING OTHER ACTIONS RELATED
THERETO
WI�REAS, the City of Corcoran, Minnesota (the "City") is a statutory city and political
subdivision of the State of Minnesota, duly organized and existing under the Constitution and laws of the
State of Minnesota.
WHEREAS, pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"), the City is
authorized to carry out the public purposes described in the Act by issuing revenue bonds or other
obligations to finance a multifamily housing development and a development consisting of a combination
of a multifamily housing development and a new or existing health care facility located within the City,
and as a condition to the issuance of such obligations, adopt a housing program providing the information
required by Section 462C.03, subdivision Ia, of the Act.
WI�REAS, in the issuance of revenue obligations and in the making of a loan to finance a
development, the City may exercise any of the powers that the Minnesota Housing Finance Agency may
exercise under Minnesota Statutes, Chapter 462A, as amended.
WI�REAS, under Section 147(f) of the Internal Revenue Code of 1986, as amended (the
"Code"), prior to the issuance of the Notes (as described below), the City Council must conduct a public
hearing after one publication of notice in a newspaper circulating generally in the City at least 7 days
before the hearing. Under Section 462C.04, subdivision 2 of the Act, a public hearing must be held on
the Housing Program after one publication of notice in a newspaper circulating generally in the City at
least 15 days before the hearing.
WURREAS, Saint Therese of Corcoran, LLC, a Minnesota limited liability company (the
"Borrower"), the sole member of which is Saint Therese Communities, a Minnesota nonprofit
corporation and tax-exempt organization (the "Sole Member"), has requested that the City issue its
revenue notes, in one or more series (including without limitation the Series 2022A Note and the Series
2023 Note described below, collectively the "Notes") under the Act and lend the proceeds thereof to the
Borrower to (1) finance the costs of the acquisition, construction, and equipping of a senior living campus
consisting of approximately 99 independent living apartments, 34 assisted living apartments and 20
memory care apartments, and related common areas, facilities, infrastructure improvements, and
amenities, to be located on approximately 13 acres south of City Hall with an assigned address of 19800
79th Place in the City (the "Project"); (11) fund any required reserves; (iii) finance capitalized interest, if
necessary; and (iv) pay the costs of issuing the Notes, if necessary.
WHEREAS, the City has prepared a housing program (the "Housing Program") to authorize the
issuance by the City of tax-exempt revenue notes in one or more series to be issued to finance the Project.
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WHEREAS, a public hearing on the Housing Program and the Proj ect was held by the City on
this date, following duly published notice in the Crow River News, a newspaper of general circulation in
the City, with respect to: (1) the required public hearing under Section 147(f) of the Internal Revenue
Code of 1986, as amended (the "Code"); (11) the required public hearing under Section 462C.04,
subdivision 2 of the Act; (iii) the Housing Program; and (iv) approval of the issuance of the Notes.
VREAS, during said public hearing a reasonable opportunity was provided for interested
individuals to express their views, both orally and in writing.
WHEREAS, this resolution ("Resolution") constitutes a reimbursement resolution and an official
intent to reimburse expenditures with respect to the Proj ect from the proceeds of tax-exempt revenue
bonds in accordance with the provisions of Treasury Regulations, Section 1.150-2.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Corcoran,
Minnesota (the "City Council"), as follows:
SECTION I. LEGAL AUTHORIZATION AND FINDINGS.
1.1 Findings. The City hereby finds, determines and declares as follows:
(a) The issuance and sale of the Senior Housing Revenue Note (Saint Therese of
Corcoran Project), Series 2022A (the "Series 2022A Note"), in the original aggregate principal
amount not to exceed $8,200,000, pursuant to the Act is in the best interest of the City, and the
City hereby determines to issue the Series 2022A Note and to sell the Series 2022A Note to
Bremer Bank, National Association, a national banking association, or another "qualified
institutional buyer" and "accredited investor," as defined in Section 2.5 hereof, selected by the
Borrower (the "Lender"), under the terms and conditions of a Note Purchase Agreement (the
"Series 2022A Purchase Agreement"), between the City, the Borrower, and the Lender. The City
will loan the proceeds of the Series 2022A Note (the "Series 2022A Loan") to the Borrower in
order to finance a portion of the cost of the Project.
(b) The issuance and sale of the Senior Housing Revenue Note (Saint Therese of
Corcoran Project), Series 2023 (the "Series 2023 Note"), in the original aggregate principal
amount currently estimated not to exceed $28,800,000, pursuant to the Act is in the best interest
of the City, and the City hereby determines to issue the Series 2023 Note and to sell the Series
2023 Note to the Lender, under the terms and conditions of a Note Purchase Agreement (the
"Series 2023 Purchase Agreement" and, together with the Series 2022A Purchase Agreement, the
"Purchase Agreements"), between the City, the Borrower, and the Lender. The City will loan the
proceeds of the Series 2023 Note (the "Series 2023 Loan") to the Borrower in order to finance a
portion of the cost of the Project.
(c) Pursuant to a Loan Agreement, dated as of or after December 1, 2022 (the
"Series 2022A Loan Agreement"), to be entered into between the City and the Borrower, the
Borrower will agree to repay the Series 2022A Loan in specified amounts and at specified times
sufficient to pay in full when due the principal of, premium, if any, and interest on the Series
2022A Note. In addition, the Series 2022A Loan Agreement contains provisions relating to the
construction, maintenance and operation of the Project, indemnification, insurance, and other
agreements and covenants which are required or permitted by the Act and which the City and
Borrower deem necessary or desirable for the financing of the Project.
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(d) Pursuant to a Loan Agreement, dated as of or after January 1, 2023 (the "Series
2023 Loan Agreement" and, together with the Series 2022A Loan Agreement, the "Loan
Agreements"), to be entered into between the City and the Borrower, the Borrower will agree to
repay the Series 2023 Loan in specified amounts and at specified times sufficient to pay in full
when due the principal of, premium, if any, and interest on the Series 2023 Note. In addition, the
Series 2023 Loan Agreement contains provisions relating to the construction, maintenance and
operation of the Project, indemnification, insurance, and other agreements and covenants which
are required or permitted by the Act and which the City and Borrower deem necessary or
desirable for the financing of the Proj ect.
(e) Pursuant to an Assignment of Loan Agreement, dated as of or after December 1,
2022 (the "Series 2022A Assignment of Loan Agreement"), between the City, the Borrower, and
the Lender, the City will pledge and grant a security interest in all of its rights, title, and interest
in the Series 2022A Loan Agreement to the Lender (except for certain rights of indemnification
and to reimbursement for certain costs and expenses).
(f) Pursuant to an Assignment of Loan Agreement, dated as of or after January 1,
2023 (the "Series 2023 Assignment of Loan Agreement" and, together with the Series 2022A
Assignment of Loan Agreement, the "Assignment of Loan Agreements"), between the City, the
Borrower, and the Lender, the City will pledge and grant a security interest in all of its rights,
title, and interest in the Series 2023 Loan Agreement to the Lender (except for certain rights of
indemnification and to reimbursement for certain costs and expenses).
(g) The obligations of the Borrower under the Series 2022A Loan Agreement and
payment of amounts due under Series 2022A Note will be secured by certain security instruments
required by the Lender and in forms authorized by the Borrower to be executed by or on behalf of
the Borrower in favor of the Lender, which may include: (1) a mortgage or security agreements
granting a mortgage lien or security interest with respect to the Project or any portion thereof to
the Lender or to the City; (11) one or more collateral assignments of the contracts between the
Borrower and the architect and contractor with respect to the Project; (111) one or more security
agreements, guaranty agreements, and indemnity agreements; and (iv) other security documents
that are intended to ensure timely payment of the Series 2022A Loan and the Series 2022A Note
(collectively, the "Series 2022A Security Documents").
(h) The obligations of the Borrower under the Series 2023 Loan Agreement and
payment of amounts due under Series 2023 Note will be secured by certain security instruments
required by the Lender and in forms authorized by the Borrower to be executed by or on behalf of
the Borrower in favor of the Lender, which may include: (1) a mortgage or security agreements
granting a mortgage lien or security interest with respect to the Project or any portion thereof to
the Lender or to the City; (11) one or more collateral assignments of the contracts between the
Borrower and the architect and contractor with respect to the Project; (111) one or more security
agreements, guaranty agreements, and indemnity agreements; and (iv) other security documents
that are intended to ensure timely payment of the Series 2023 Loan and the Series 2023 Note
(collectively, the "Series 2023 Security Documents" and, together with the Series 2022A Security
Documents, the "Security Documents").
(i) As determined by the Lender, the proceeds of the Series 2022A Note and the
Series 2023 Note may be disbursed pursuant to one or more Disbursing Agreements (the
"Disbursing Agreements") by and among the Lender, Borrower and a title insurance company.
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W Each of the Notes shall be special, limited revenue obligations of the City
payable solely from the revenues and proceeds derived from the respective Loan Agreement and
mortgage or other Security Document. The Notes shall not to be payable from nor charged upon
any funds of the City other than the revenues pledged to their payment, nor is the City subject to
any liability thereon; the Notes shall not constitute a general or moral obligation of the City; no
holders of the Notes shall ever have the right to compel any exercise of the taxing power of the
City to pay any of the principal of, premium, if any, or interest on the Notes; the Notes shall not
constitute a debt of the City within the meaning of any constitutional or statutory limitation; the
Notes shall not constitute nor give rise to a pecuniary liability of the City or a charge against its
general credit or taxing powers; the Notes shall not constitute a charge, lien or encumbrance,
legal or equitable, upon any property of the City, and each Note shall recite that the Notes,
including interest thereon, are payable solely from the revenues pledged to the payment thereof
and that no Note shall constitute a debt of the City within the meaning of any constitutional or
statutory limitation. The Notes shall contain a recital that they are issued pursuant to the Act and
such recital shall be conclusive evidence of the validity and regularity of the issuance thereof.
(k) It is desirable, feasible and consistent with the objects and purposes of the Act to
issue the Notes for the purpose of financing a portion of the costs of the Project.
(1) The purpose of the Project is, and the effect thereof will be, to promote the public
welfare by the acquisition, construction and equipping of a facility for use as a senior housing
development designed primarily for occupancy by elderly and handicapped persons.
(m) The Act authorizes (i) the acquisition, construction and equipping of the Project,
(ii) the issuance and sale of the Notes, (iii) the execution and delivery by the City of related
documents and the performance of all covenants and agreements of the City contained therein,
and (iv) the performance of all other acts and things required under the constitution and laws of
the State of Minnesota to make the Notes and such agreement valid and binding obligations of
the City in accordance with its terms.
(n) It is desirable that the Borrower be authorized, subject to the terms and
conditions set forth in each of the Loan Agreements, which terms and conditions the City
determines to be necessary, desirable and proper, to complete the acquisition, construction,
equipping and installation of the Project by such means as shall be available to the Borrower and
in the manner determined by the Borrower, and with or without advertisement for bids as
required for the acquisition and installation of municipal facilities.
(o) The payments under each of the Loan Agreements are fixed to produce revenue
sufficient to provide for the prompt payment of principal of, premium, if any, and interest on
each of the Notes, as the case may be, when due, and each of the Loan Agreements also provide
that the Borrower is required to pay all expenses of the operation and maintenance of the Project,
including, but without limitation, adequate insurance thereon and insurance against all liability
for injury to persons or property arising from the operation thereof, and all taxes and special
assessments levied upon or with respect to the Project and payable during the terms of each of the
Loan Agreements.
(p) The City hereby finds, determines and declares that it is in the public interest of
the residents of the City that the Project be undertaken in order to further the public purposes of
increasing the supply of decent, safe, and sanitary rental housing units available to residents of
the City.
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1.2 Authorization and Ratification of Project. The City does hereby authorize the Borrower,
in accordance with the provisions of the Act and subject to the terms and conditions imposed by the
Lender, to provide for the acquisition, construction and equipping of the Project by such means as shall
be available to the Borrower and in the manner determined by the Borrower, and without advertisement
for bids as may be required for the construction and acquisition of other municipal facilities; and the City
hereby ratifies, affirms, and approves all actions heretofore taken by the Borrower consistent with and in
anticipation of such authority.
SECTION 2. THE NOTES.
2.1 Authorized Maximum Amount. Form of Notes and Interest Rate.
(a) Subject to approval by the City, the Notes are hereby approved and shall be
issued pursuant to this Resolution in substantially the forms on file with the City Administrator of
the City (the "City Administrator") with such appropriate variations, omissions and insertions as
are necessary and appropriate and are permitted or required by this Resolution, and in accordance
with the further provisions hereof. Each of the Notes shall be issued in a denomination equal to
its entire respective principal amount and shall be numbered No. R- l and upward. The Notes
shall mature in the years and amounts and be subject to redemption as therein specified, as such
may be modified by agreement of the Lender, Borrower and the City; and the aggregate principal
amount of the Notes that may be outstanding hereunder is expressly limited to $540,000,000.
The actual principal amount of each of the Notes shall be determined by the agreement of the
Lender and the Borrower and the City, as evidenced by the execution of the Notes by the Mayor
of the City and the City Administrator (the "Authorized Officers").
(b) The Notes will each bear interest at the fixed or variable rates determined by the
Borrower and the Lender and set forth in the respective Notes as executed by the Authorized
Officers; provided that such rates shall be subject to adjustment pursuant to the terms as set forth
is the Notes, this Resolution, the Loan Agreements, the Assignment of Loan Agreements, the
Purchase Agreements, or the Security Documents. The sale of the Notes to the Lender at a
purchase price equal to each of their respective stated amounts is hereby accepted.
2.2 The Notes. The Notes shall be dated as of the date of delivery to the Lender, shall be
payable at the time and in the manner and shall be subject to such other terms and conditions as are set
forth therein.
2.3 Execution of Notes. The Notes shall be executed on behalf of the City by the Authorized
Officers. In case any Authorized Officer whose signature shall appear on the Notes shall cease to be such
officer before the delivery of the Notes, such signature shall nevertheless be valid and sufficient for all
purposes, the same as if such signatory had remained in office until delivery. In the event of the absence
or disability of any Authorized Officers, such officer(s) of the City as, in the opinion of the City Attorney,
may act in their behalf, shall without further act or authorization of the City Council execute and deliver
the Notes.
2.4 Disposition of the Proceeds of the Notes. Upon delivery of the Notes to the Lender, the
Lender shall, on behalf of the City, disburse the purchase price thereof for payment of Project costs in
accordance with the terms of the Loan Agreements and any applicable Disbursing Agreement.
2.5 Ownership of the Notes. The Lender or holder of any of the Notes will be required to
execute and deliver an investor letter or certification to the City, confirming that the Lender or holder is
either (a) a "qualified institutional buyer" as defined in Rule 1441- promulgated under the Securities Act
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of 193 3, as amended (the 193 3 Act that purchases the Notes for its own account or for the account of a
qualified institutional buyer, or (b) an "accredited investor" as defined in Regulation D promulgated
under the 1933 Act, that purchases the Notes for its own account and without registration under state or
other securities laws, pursuant to an exemption for such sale. The City may deem and treat the person in
whose name each Note is last registered in the Register and by notation on the respective Note, whether
or not such Note shall be overdue, as the absolute owner of such Note for the purpose of receiving
payment of or on account of the Principal Balance, redemption price or interest and for all other purposes
whatsoever, and the City shall not be affected by any notice to the contrary.
2.6 Registration of Transfer. The City will cause to be kept at the office of the City
Administrator a register (the "Register") for each of the Notes in which, subject to such reasonable
regulations as it may prescribe, the City shall provide for the registration of transfers of ownership of the
Notes. The Notes shall each be initially registered in the name of the Lender and, subject to the
limitations on transfer provided herein, shall be transferable upon the Register for such Note by the
Lender in person or by its agent duly authorized in writing, upon surrender of such Note together with a
written instrument of transfer satisfactory to the City Administrator, duly executed by the Lender or its
July authorized agent. The City will require, as a precondition to any transfer, that the transferee provide
to the City an investor letter or certification in a form satisfactory to the City and other evidence
satisfactory to the City that the transferee is a financial institution or other accredited investor under the
securities laws. The following form of assignment shall be sufficient for purposes of assigning the Notes.
For value received hereby sells, assigns and transfers unto
the attached Note of the City of Corcoran, Minnesota, and does
hereby irrevocably constitute and appoint attorney to transfer
said Note on the books of said City, with full power of substitution in the premises. The
undersigned certifies that the transfer is made in accordance with the provisions of
Sections 2.5, 2.6 and 2.8 of the resolution authorizing the issuance of the Note.
Dated:
Registered Owner
Upon such transfer the City Administrator shall note the date of registration and the name and address of
the successor Lender in the applicable Register for such Note and in the registration blank appearing on
such Note; subject to receipt of a purchaser letter or certification as required by Section 2.8 hereof.
2.7 Mutilated, Lost or Destroyed Notes. In case any of the Notes shall become mutilated or
be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and delivered a
new Note of like outstanding principal amount, number and tenor in exchange and substitution for and
upon cancellation of such mutilated Note, or in lieu of and in substitution for such Note destroyed or lost,
upon the payment by the Lender of the reasonable expenses and charges of the City in connection
therewith, and in the case of a Note destroyed or lost, the filing with the City of evidence satisfactory to
the City with indemnity satisfactory to it. If the mutilated, destroyed or lost Note has already matured or
been called for redemption in accordance with its terms it shall not be necessary to issue a new Note prior
to payment.
2.8 Limitation on Note Transfers. Each of the Notes will be issued to a "qualified
institutional buyer" or an "accredited investor" and without registration under state or other securities
laws, pursuant to an exemption for such sale; and accordingly, the Notes may not be assigned or
transferred in whole or part, except to another "accredited investor" or "qualified institutional buyer."
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The City will require, as a precondition to any transfer, that the transferee provide to the City an investor
letter or certification substantially in the form required of, and delivered upon issuance of the Notes by the
Lender in accordance with Section 2.5 hereof and other evidence satisfactory to the City that the
transferee is a "qualified institutional buyer" or other "accredited investor."
2.9 Qualified Tax -Exempt Obli anon.
(a) In order to designate the Series 2022A Note as a "qualified tax-exempt obligation" within
the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and
representations: (i) the Series 2022A Note is a "qualified 501(c)(3) bond" as such term is defined in
Section 145 of the Code; (11) the City hereby designates the Series 2022A Note as a "qualified tax-exempt
obligation" for purposes of Section 265(b)(3) of the Code; (111) the reasonably anticipated amount of tax-
exempt obligations (other than private activity bonds that do not constitute qualified 501(c)(3) bonds)
which will be issued by the City (and all subordinate entities of the City) during calendar year 2022 shall
not exceed $10,000,000; and (iv) no other obligations other than the Note are expected to be issued by the
City during calendar year 2022 and no obligations other than the Note have been designated as qualified
tax-exempt obligations by the City for purposes of Section 265(b)(3) of the Internal Revenue Code.
(b) The City does not designate the Series 2023 Note as a "qualified tax-exempt obligation"
within the meaning of Section 265(b)(3) of the Code.
SECTION 3. MISCELLANEOUS.
3.1 Severability. If any provision of this Resolution shall be held or deemed to be or shall, in
fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions
or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute
or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering
the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering
any other provision or provisions contained herein invalid, inoperative, or unenforceable to any extent
whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs contained in this
Resolution shall not affect the remaining portions of this Resolution or any part thereof.
3.2 Authentication of Transcript. The officers of the City are directed to furnish to Bond
Counsel certified copies of this Resolution and all documents referred to herein, and affidavits or
certificates as to all other matters which are reasonably necessary to evidence the validity of the Notes.
All such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute
recitals of the City as to the correctness of all statements contained therein.
3.3 Authorization to Execute Agreements. The forms of the proposed Notes, the Loan
Agreements, the Assignments of Loan Agreements, and the Purchase Agreements (collectively, and
together with any Disbursing Agreement, the Security Documents, and such other documents as Bond
Counsel considers appropriate in connection with the issuance of the Notes, the "Financing Documents")
are hereby approved in substantially the forms on file with the City Administrator, together with 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 Bond Counsel prior
to the execution of the documents, and the Authorized Officers are authorized to execute, in the name of
and on behalf of the City, the Financing Documents to which the City is a party. The Authorized
Officials are further authorized to execute any consents and such other documents or certificates as are
necessary or appropriate in connection with the issuance, sale, and delivery of the Notes, including
without limitation various certificates of the City, the Information Return for Tax -Exempt Private Activity
Bond Issues, Form 803 8, an endorsement of the City to the Borrower Tax Certificate, a books and records
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letter related to any interest rate swap entered into by the Borrower and similar documents. In the event
of the absence or disability of any of the Authorized Officers, such officers of the City as, in the opinion
of the City Attorney, may act on their behalf shall without further act or authorization of the City Council
do all things and execute all instruments and documents required to be done or executed by such absent or
disabled officers. The execution of any instrument by the appropriate officer or officers of the City herein
authorized shall be conclusive evidence of the approval of such documents in accordance with the terms
hereof. The electronic signature of a party to the Financing Documents, including all acknowledgements,
authorizations, directions, waivers and consents thereto (or any amendment or supplement thereto) shall
be as valid as an original signature of such party and shall be effective to bind such party to the Financing
ocuments. Any electronically signed Financing Documents shall be deemed (i) to be "written" or "in
D
writing," (11) to have been signed, and (111) to constitute a record established and maintained in the
ordinary course of business and an original written record when printed from electronic files. For
purposes hereof, (i) "electronic signature" means (a) a manually signed original signature that is then
transmitted by electronic means or (b) a signature obtained through DocuSign, Adobe or a similarly
digitally auditable signature gathering process; (ii) "transmitted by electronic means" means sent in the
Form of a facsimile or sent via the internet as a portable document format ("pdf') or other replicating
image attached to an electronic mail or internet message; and, (111) "electronically signed document"
means a document transmitted by electronic means and containing, or to which there is affixed, an
electronic signature.
3.4 Future Amendments. The authority to approve, execute and deliver future amendments
to the Financing Documents entered into by the City in connection with the issuance of the Notes and
consents required under the Financing Documents is hereby delegated to the Authorized Officers, subject
to the following conditions: (a) such amendments or consents do not materially adversely affect the
interests of the City; (b) such amendments or consents do not contravene or violate any policy of the City,
(c) such amendments or consents do not require the consent of the holder or such consent has been
obtained; and (d) such amendments or consents are acceptable in form and substance to the counsel
retained by the City to review such amendments. The authorization hereby given shall be further
construed as authorization for the execution and delivery of such certificates and related items as may be
required to demonstrate compliance with the agreements being amended and the terms of this Resolution.
The execution of any instrument by the City Administrator shall be conclusive evidence of the approval
of such instruments in accordance with the terms hereof. In the absence of the City Administrator, any
instrument authorized by this paragraph to be executed and delivered may be executed by the officer of
the City authorized to act in his or her place and stead.
3.5 Interest Rate Swap. The City acknowledges that the Borrower may enter into one or
more interest rate swap agreements with respect to the Notes. The City hereby authorizes any such
interest rate swap agreement with the understanding that any interest rate swap agreement does not affect
or alter the obligations of the Borrower pursuant to the Loan Agreements or the Notes and with the further
understanding that neither the City nor the owners of the Notes shall have any rights, duties, or
obligations under any interest rate swap agreement.
3.6 Governmental Proms. The City by this Resolution has established a governmental
program of acquiring purpose investments for qualified 501(c)(3) organizations. The governmental
program is one in which the following requirements of §1.148-1(b) of the federal regulations relating to
tax-exempt obligations shall be met:
(a) the program involves the origination or acquisition of purpose investments;
(b) at least 95% of the cost of the purpose investments acquired under the program
represents one or more loans to a substantial number of persons representing the general public,
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states or political subdivisions, 501(c)(3) organizations, persons who provide housing and related
facilities, or any combination of the foregoing;
(c) at least 95% of the receipts from the purpose investments are used to pay
principal, interest, or redemption prices on issues that financed the program, to pay or reimburse
administrative costs of those issues or of the program, to pay or reimburse anticipated future
losses directly related to the program, to finance additional purpose investments for the same
general purposes of the program, or to redeem and retire governmental obligations at the next
earliest possible date of redemption;
(d) the program documents prohibit any obligor on a purpose investment financed by
the program or any related party to that obligor from purchasing bonds of an issue that finances
the program in an amount related to the amount of the purpose investment acquired from that
obligor; and
(e) the City shall not waive the right to treat the investment as a program investment.
3.7 Adoption of Housing Pro rg_am. The preparation of the Housing Program is hereby
ratified, confirmed, and approved in all respects. The Housing Program is hereby adopted, ratified, and
approved. The City Administrator is hereby authorized to do all other things and take all other actions as
may be necessary or appropriate to carry out the Housing Program in accordance with the Act and any
other applicable laws and regulations.
3.8 No Liability of City. No covenant, stipulation, obligation, or agreement herein contained
or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation,
or agreement of any member of the Council, or any officer, agent, or employee of the City in that person's
individual capacity, and neither the Council, the City nor any officer or employee executing the Notes
shall be liable personally on the Notes or be subject to any personal liability or accountability by reason of
the issuance thereof.
No provision, covenant, or agreement contained in the aforementioned documents, the Notes or in
any other document relating to the Notes, and no obligation therein or herein imposed upon the City or
the breach thereof, shall constitute or give rise to any pecuniary liability of the City or any charge upon its
general credit or taxing powers. In making the agreements, provisions, covenants, and representations set
forth in such documents, the City has not obligated itself to pay or remit any funds or revenues.
3.9 Costs; Indemnification by Borrower. The Borrower has agreed and it is hereby
determined that any and all costs incurred by the City in connection with the financing of the Project
whether or not the Project is carried to completion will be paid by the Borrower, as the case may be. It is
understood and agreed that the Borrower shall indemnify the City against all liabilities, losses, damages,
costs and expenses (including attorney's fees and expenses incurred by the City) arising with respect to
the Project, the Financing Documents, or the Notes, as further provided for and agreed to by and between
the Borrower and the City in each Loan Agreement.
3.10 Headings; Terms. Paragraph headings in this resolution are for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
Capitalized terms used, but not defined, herein shall have the meanings given them in, or pursuant to, the
Financing Documents. This Resolution shall be in full force and effect from and after its approval.
PASSED by the City Council of the City of Corcoran, Minnesota, this 10� day of November, 2022.
0
CR100-24-830837.v3
or
10
CR100-24-830837.v3