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4.7. SR 07-15-2013 City of Elk - River Request for Action TO ITEM NUMBER Mayor and City Council 4.7 AGENDA SECTION MEETING DATE PREPARED BY Consent July 15, 2013 Tim Simon, Finance Director ITEM DESCRIPTION REVIEWED By Resolution Authorizing Execution of a Joint Powers Agreement Jenny Bolton,Bond Attorney/Peter with the City of Albertville (Evans Park, Inc. Project) Beck, City Attorney REVIEWED BY Cal Portner, City Administrator ACTION REQUESTED Adopt a resolution authorizing the execution of a Joint Powers Agreement with the City of Albertville (Evans Park, Inc. Project) BACKGROUND/DISCUSSION In 1998, the city issued conduit bonds (tax exempt financing) for Guardian Angles to finance a multifamily rental housing facility for senior residents in Elk River. The project is owned and operated by Evans Park, Inc.,a Minnesota nonprofit corporation. With conduit bonds,the city has no liability or risk in the repayment;municipalities simply help make the bonds tax exempt. We have received a request to help refinance the 1998 bonds. When we recently refinanced our YMCA bonds,we used most of our $10,000,000 annual tax-exempt financing option for 2013. The bond attorney for Guardian Angles indicated they would see if another city or Sherburne County had capacity for designating the bonds as bank qualified in 2013. They recently talked to the City of Albertville,who agreed to help refinance. As part of the refinancing, a Joint Powers Agreement must be approved between the City of Albertville and the City of Elk River. The City of Albertville will refinance the remaining principal amount not to exceed $5,500,000. FINANCIAL IMPACT No financial impacts as conduit bonds are not an obligation or liability to the city. Since we are not issuing the refunding conduit bonds we will not charge any conduit bonding fees. ATTACHMENTS • Joint Powers Agreement • Resolution authorizing execution of a joint powers agreement with the City of Albertville (Evans Park, Inc. Project) N:\Public Bodies\Agenda Packets\7-15-2013\Final\x4.7 sr.docx Na DRAFT: 07/10/13 JOINT POWERS AGREEMENT This JOINT POWERS AGREEMENT (this "Agreement") is entered into as of the 1st day of August, 2013 (the "Joint Powers Agreement" or the "Agreement"), by and between the City of Albertville, Minnesota(the "Issuer"), and the City of Elk River, Minnesota (the "Participating Jurisdiction"). Each of the Issuer and the Participating Jurisdiction is a municipal corporation duly organized under the laws of the State of Minnesota. 1. Minnesota Statutes, Section 471.59 (the "Joint Powers Act") 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. Minnesota Statutes, Chapter 462C, as amended (the "Housing Programs Act"), authorizes cities to issue revenue bonds to finance multifamily housing developments, in each case in accordance with a housing program developed therefor pursuant to the Act, and to issue refunding revenue bonds to provide refinancing for such developments. Section 462C.14 of the Act authorizes a city to provide housing program and development financial services outside of its corporate boundaries when authorized to do so under a joint powers agreement that authorizes such city to provide the services within the boundaries of another city. 3. Pursuant to a housing program developed under the Act, the Participating Jurisdiction issued its Pooled Revenue Bonds (CareChoice Member Projects), Series 1998 (the "Series 1998 Bonds"), to provide financing for a multifamily rental housing facility for elderly residents in the City of Elk River (the "Project" or the "Development"). The Project is owned and operated by Evans Park, Inc., a Minnesota nonprofit corporation(the `Borrower"). The Borrower has requested the Issuer to issue its refunding revenue bonds to provide refinancing for the Development. 4. The Issuer and the Participating Jurisdiction are entering into this Agreement, pursuant to the Joint Powers Act and the Housing Programs Act (referred to together as the "Acts"), to authorize the Issuer to issue one or more series of refunding revenue bonds, in an aggregate principal amount not to exceed $5,500,000 (the `Bonds"), and to loan the proceeds thereof to the Borrower, to provide for the refunding in full of the Series 1998 Bonds and thereby provide refinancing for the Development, all in accordance with Section 462C.14 of the Housing Programs Act. 5. The governing bodies of the Issuer and the Participating Jurisdiction have each adopted or will each adopt a resolution (i) evidencing its intent to enter into this Agreement; and (ii) granting approval to the issuance by the Issuer of the Bonds, all as and to the extent required by the Acts. 6. The Issuer shall exercise the powers conferred under the Acts 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 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. The Issuer and the Participating Jurisdiction hereby specifically agree that, upon request of the Borrower, the Issuer or the Participating Jurisdiction may at any time during the term hereof issue its refunding revenue bonds for the purpose of refunding the Bonds. In such event this Agreement shall continue to apply to such refunding revenue bonds and such refunding revenue bonds shall be governed hereby, all without further act by either the Issuer or the Participating Jurisdiction. 7. The Bonds shall be special, limited obligations of the Issuer, payable solely from proceeds, revenues and other amounts pledged thereto. In no event shall the Bonds ever be payable from or charged upon the general credit, taxing powers or any funds of either the Issuer or the Participating Jurisdiction; neither the Issuer nor the Participating Jurisdiction shall ever be subject to any liability thereon; no owners of the Bonds shall ever have the right to compel the exercise of the taxing power of either of the Issuer or the Participating Jurisdiction to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of either of the Issuer or the Participating Jurisdiction; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of either the Issuer or the Participating Jurisdiction; and the Bonds do not constitute an indebtedness of the Issuer or the Participating Jurisdiction within the meaning of any constitutional, statutory, or charter limitation. No amount of the Bonds will be allocated to the Participating Jurisdiction for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. 8. This Agreement shall terminate upon the retirement or defeasance of the last outstanding Bonds or, if refunding revenue bonds are issued in accordance with the provisions hereof and the provisions of the Acts, upon the retirement or defeasance of the last outstanding refunding revenue bonds, and this Agreement may not be terminated in advance of such retirement or defeasance. 9. Any property acquired by the Issuer as a result of the Bonds, this Agreement, or the Indenture or the Loan Agreement entered into in connection with the Bonds shall be and remain the property of the Issuer, to be disposed of pursuant to the applicable terms of the Loan Agreement and the Indenture. Any surplus moneys remaining after the purpose of this Agreement has been completed, unless otherwise provided for in the Indenture or Loan Agreement shall belong ratably to the Issuer, the Participating Jurisdiction, or the Borrower, as their respective interests may appear. 10. All costs incurred by the Issuer and the Participating Jurisdiction in the authorization, execution, delivery and performance of this Agreement, and providing approval of the Project and host approval for the issuance of the Bonds, shall be paid by the Borrower. 11. 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. [The balance of this page is intentionally left blank] 2 IN WITNESS WHEREOF, each of the Issuer and the Participating Jurisdiction 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 ALBERTVILLE, MINNESOTA, as Issuer By: Its: Mayor By: Its: City Administrator [Signature page to Joint Powers Agreement dated as of August 1, 2013, between the City of Albertville and the City of Elk River] 3 CITY OF ELK RIVER, MINNESOTA By: Its: Mayor By: Its: City Administrator [Signature page to Joint Powers Agreement dated as of August 1, 2013, between the City of Albertville and the City of Elk River] 4821-5586-6388\2 4 Certificate City of Elk River I, the undersigned being a duly qualified and acting officer of the City of Elk River, Minnesota,hereby attest and certify that: 1. As such officer,I have the legal custody of the original record from which the attached resolution was transcribed. 2. I have carefully compared the attached resolution with the original record of the meeting at which the resolution was acted upon. 3. I find the attached resolution to be a true, correct and complete copy of the original: Resolution Authorizing Execution of a Joint Powers Agreement with the City of Albertville (Evans Park, Inc. Project) 4. I further certify that the affirmative vote on said resolution was ayes, nays, and absent/abstention. 5. Said meeting was duly held,pursuant to call and notice thereof, as required by law, and a quorum was present. WITNESS my hand officially as such officer this day of 12013. City Clerk City of Elk PdVer Resolution No. 13-__ Resolution Authorizing Execution of a joint Powers Agreement with the City of Albertville (Evans Park, Inc. Project) WHEREAS, at the request of Evans Park, Inc., a Minnesota nonprofit corporation (the `Borrower"),the City of Elk River,Minnesota (sometimes referred to as the "Participating Jurisdiction"),issued its Pooled Revenue Bonds (CareChoice Member Projects), Series 1998 (the "Series 1998 Bonds"),pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Act"),to provide financing for a multifamily rental housing development for elderly residents located in Elk River,Minnesota (the "Development" or the "Project"); and WHEREAS, Section 462C.14 of the Act authorizes a city to provide housing program and development financial services outside of its corporate boundaries when authorized to do so under a joint powers agreement that authorizes such city to provide the services within the boundaries of another city;and WHEREAS,pursuant to Section 462C.14 of the Act,the Borrower has requested that the Participating Jurisdiction and the City of Albertville (the "Issuer") enter into a Joint Powers Agreement (the "Joint Powers Agreement"),in accordance with Minnesota Statutes, Section 471.59, and Section 462C.14 of the Act,under which the Issuer would issue its refunding revenue bonds (Evans Park, Inc. Project),in one or more series, and in aggregate principal amount not to exceed $5,500,000 (the "Bonds"),to provide for the refunding in full of the Series 1998 Bonds,and thereby provide refinancing for the Project; and WHEREAS, the proceeds of the Bonds shall be loaned to the Borrower and applied to the refunding of the Series 1998 Bonds, and the Borrower shall be required to make loan repayments in connection therewith sufficient to provide for payment in full of all principal of,interest and premium,if any, owing on the Bonds; and WHEREAS, a copy of the proposed form of the Joint Powers Agreement (the "Joint Powers Agreement") has been presented to the City Council in connection with its consideration of this Resolution and has been placed on file in the offices of the City Administrator. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Elk River, Minnesota (sometimes referred to as the "City"),as follows: 1. The Joint Powers Agreement is hereby approved in substantially the form now on file in the offices of the City. The Mayor,the City Administrator and other officers of the City, acting either individually or together, are authorized and directed to execute the Joint Powers Agreement in the name of and on behalf of the City. In the event of the disability or resignation or other absence of the Mayor,the City Administrator or other officers 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 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 officers of the City authorized herein to execute the Joint Powers Agreement, such approval to be conclusively evidenced by the execution thereof. 2. In no event shall the 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 Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon,nor to enforce payment thereof against any property of the City;the Bonds shall not constitute a charge,lien or encumbrance,legal or equitable,upon any property of the City;and the Bonds do not constitute an indebtedness of the City within the meaning of any constitutional, statutory, or charter limitation. Adopted by the City Council of the City of Elk River,Minnesota this 15`h day of July, 2013. John J. Dietz,Mayor ATTEST: City Administrator p U W I R I U R Y NATURE] 2