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HomeMy Public PortalAbout2022-109 - Reso Conduit Financing St. Therese1 CR100\24\835859.v2109 December 6, 2022 CITY OF MEDINA, MINNESOTA RESOLUTION 2022-109 AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF CONDUIT REVENUE OBLIGTIONS TO FINANCE A COMBINATION MULTIFAMILY HOUSING DEVELOPMENT AND HEALTHCARE FACILITY IN THE CITY OF CORCORAN, MINNESOTA 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 WHEREAS, the City of Medina, Minnesota (the “City” or “Issuer”) 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 its boundaries, and as a condition to the issuance of such obligations, adopt a housing program providing the information required by Section 462C.03, subdivision 1a, of the Act. WHEREAS, pursuant to Minnesota Statutes, Section 471.656, as amended, a municipality may issue obligations to finance the acquisition or improvement of property located outside of the corporate boundaries of such municipality if the obligations are issued under a joint powers agreement between the municipality issuing the obligations and the municipality in which the property to be acquired or improved is located. Pursuant to Minnesota Statutes, Section 471.59, as amended, by the terms of a joint powers agreement entered into through action of their governing bodies, two or more municipalities may jointly or cooperatively exercise any power common to the contracting parties or any similar powers, including those which are the same except for the territorial limits within which they may be exercised and the joint powers agreement may provide for the exercise of such powers by one or more of the participating governmental units on behalf of the other participating units. WHEREAS, 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. WHEREAS, under Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), prior to the issuance of the Series 2022B Note (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. WHEREAS, 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 2022B Note described 2 CR100\24\835859.v2109 December 6, 2022 below) under the Act and lend the proceeds thereof to the Borrower to (i) finance a portion of 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 at 19800 79th Place in the City of Corcoran, Minnesota (the “Project”); (ii) fund any required reserves; (iii) finance capitalized interest, if necessary; and (iv) pay the costs of issuing the Series 2022B Note, if necessary. WHEREAS, in addition to the proceeds of the Series 2022B Note, the Borrower has proposed to apply the proceeds of revenue notes proposed to be issued by City of Corcoran, Minnesota (the “Host City”), in an aggregate principal amount not to exceed $8,200,000, designated as the Senior Housing Revenue Note (Saint Therese of Corcoran Project), Series 2022A, and in the aggregate principal amount currently anticipated not to exceed $28,800,000, designated as the Senior Housing Revenue Note (Saint Therese of Corcoran Project), Series 2023, to finance the remaining costs of the acquisition, construction, and equipping of the Project. 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. WHEREAS, on November 10, 2022, the City Council of the Host City held a duly noticed public hearing with respect to providing host approval for the issuance of the Series 2022B Note pursuant to Minnesota Statutes, Section 471.59 and Section 147(f) of the Code and adopted a resolution approving the issuance of the Series 2022B Note and a Joint Powers Agreement (the “Joint Powers Agreement Agreement”) between the Host City and the Issuer; and WHEREAS, a public hearing on the Housing Program and the Project 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: (i) the required public hearing under Section 147(f) of the Code; (ii) 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 Series 2022B Note. WHEREAS, 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 Project 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 Medina, Minnesota (the “City Council”), as follows: SECTION 1. 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 2022B (the “Series 2022B Note”), in the original aggregate principal amount not to exceed $10,000,000, pursuant to the Act is in the best interest of the City, and the City hereby determines to issue the Series 2022B Note and to sell the Series 2022B 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 3 CR100\24\835859.v2109 December 6, 2022 “Series 2022B Purchase Agreement”), between the City, the Borrower, and the Lender. The City will loan the proceeds of the Series 2022B Note (the “Loan”) to the Borrower in order to finance a portion of the cost of the Project. (b) Pursuant to a Loan Agreement, dated as of or after December 1, 2022 (the “Loan Agreement”), to be entered into between the City and the Borrower, the Borrower will agree to repay the 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 2022B Note. In addition, the 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. (c) Pursuant to an Assignment of Loan Agreement, dated as of or after December 1, 2022 (the “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 Loan Agreement to the Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses). (d) The obligations of the Borrower under the Loan Agreement and payment of amounts due under Series 2022B 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: (i) 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; (ii) one or more collateral assignments of the contracts between the Borrower and the architect and contractor with respect to the Project; (iii) one or more security agreements, guaranty agreements, and indemnity agreements; and (iv) other security documents that are intended to ensure timely payment of the Loan and the Series 2022B Note (collectively, the “Security Documents”). (e) As determined by the Lender, the proceeds of the Series 2022B Note may be disbursed pursuant to a Disbursing Agreement (the “Disbursing Agreement”) by and among the Lender, Borrower and a title insurance company. (f) The Series 2022B Note shall be a special, limited revenue obligation of the City payable solely from the revenues and proceeds derived from the Loan Agreement and mortgage or other Security Document. The Series 2022B Note shall not to be payable from nor charged upon any funds of the City other than the revenues pledged to its payment, nor is the City subject to any liability thereon; the Series 2022B Note shall not constitute a general or moral obligation of the City; no holders of the Series 2022B Note 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 Series 2022B Note; the Series 2022B Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; the Series 2022B Note shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; the Series 2022B Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City, and the Series 2022B Note shall recite that the Series 2022B Note, including interest thereon, is payable solely from the revenues pledged to the payment thereof and that the Series 2022B Note shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation. The Series 2022B Note shall contain a recital that it is issued pursuant to the Act and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 4 CR100\24\835859.v2109 December 6, 2022 (g) It is desirable, feasible and consistent with the objects and purposes of the Act to issue the Series 2022B Note for the purpose of financing a portion of the costs of the Project. (h) 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. (i) The Act authorizes (i) the acquisition, construction and equipping of the Project, (ii) the issuance and sale of the Series 2022B Note, (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 Series 2022B Note and such agreement valid and binding obligations of the City in accordance with its terms. (j) It is desirable that the Borrower be authorized, subject to the terms and conditions set forth in the Loan Agreement, 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. (k) The payments under the Loan Agreement are fixed to produce revenue sufficient to provide for the prompt payment of principal of, premium, if any, and interest the Series 2022B Note, as the case may be, when due, and the Loan Agreement also provides 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 the Loan Agreement. (l) 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. 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 SERIES 2022B NOTE. 2.1 Authorized Maximum Amount, Form of Note and Interest Rate. (a) Subject to approval by the City, the Series 2022B Note is hereby approved and shall be issued pursuant to this Resolution in substantially the form 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, 5 CR100\24\835859.v2109 December 6, 2022 and in accordance with the further provisions hereof. the Series 2022B Note shall be issued in a denomination equal to its entire principal amount and shall be numbered No. R-1 and upward. The Series 2022B Note 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 Series 2022B Note that may be outstanding hereunder is expressly limited to $10,000,000. The actual principal amount of the Series 2022B Note shall be determined by the agreement of the Lender and the Borrower and the City, as evidenced by the execution of the Series 2022B Note by the Mayor of the City and the City Administrator (the “Authorized Officers”). (b) The Series 2022B Note will bear interest at the fixed or variable rates determined by the Borrower and the Lender and set forth in the Series 2022B Note as executed by the Authorized Officers; provided that such rates shall be subject to adjustment pursuant to the terms as set forth in the Series 2022B Note, this Resolution, the Loan Agreement, the Assignment of Loan Agreement, the Purchase Agreement, or the Security Documents. The sale of the Series 2022B Note to the Lender at a purchase price equal to its stated amount is hereby accepted. 2.2 The Series 2022B Note. The Series 2022B Note 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 Series 2022B Note. The Series 2022B Note shall be executed on behalf of the City by the Authorized Officers. In case any Authorized Officer whose signature shall appear on the Series 2022B Note shall cease to be such officer before the delivery of the Series 2022B Note, 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 Series 2022B Note. 2.4 Disposition of the Proceeds of the Series 2022B Note. Upon delivery of the Series 2022B Note 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 Agreement and any applicable Disbursing Agreement. 2.5 Ownership of the Series 2022B Note. The Lender or holder of any of the Series 2022B Note 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 144A promulgated under the Securities Act of 1933, as amended (the “1933 Act”), that purchases the Series 2022B Note 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 Series 2022B Note 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 the Series 2022B Note is last registered in the Register and by notation on the Series 2022B Note, whether or not the Series 2022B Note shall be overdue, as the absolute owner of the Series 2022B 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 the Series 2022B Note in which, subject to such reasonable regulations as it may prescribe, the City shall provide for the registration of transfers of ownership of the Series 2022B Note. The Series 2022B Note shall be initially registered in the name of the Lender and, 6 CR100\24\835859.v2109 December 6, 2022 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 duly 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 Series 2022B Note. For value received ___________ hereby sells, assigns and transfers unto ________________ the attached Note of the City of Medina, 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 Note. In case the Series 2022B Note 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. The Series 2022B Note 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 Series 2022B Note may not be assigned or transferred in whole or part, except to another “accredited investor” or “qualified institutional buyer.” 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 Series 2022B Note by the Lender in accordance with Sections 2.5 and 2.6 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 Obligation. In order to designate the Series 2022B 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 2022B Note is a “qualified 501(c)(3) bond” as such term is defined in Section 145 of the Code; (ii) the City hereby designates the Series 2022B Note as a “qualified tax-exempt obligation” for purposes of Section 265(b)(3) of the Code; (iii) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds that do not 7 CR100\24\835859.v2109 December 6, 2022 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. 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 Series 2022B Note. 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 Series 2022B Note, the Loan Agreement, the Assignment of Loan Agreement, the Joint Powers Agreement, and the Purchase Agreement (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 Series 2022B Note, 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 and the Finance Director 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 Series 2022B Note, including without limitation various certificates of the City, the Information Return for Tax-Exempt Private Activity Bond Issues, Form 8038, an endorsement of the City to the Borrower Tax Certificate, a books and records 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 Documents. Any electronically signed Financing Documents shall be deemed (i) to be “written” or “in writing,” (ii) to have been signed, and (iii) 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 8 CR100\24\835859.v2109 December 6, 2022 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, (iii) “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 Series 2022B Note 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 an interest rate swap agreement with respect to the Series 2022B Note. The City hereby authorizes any such interest rate swap agreement with the understanding that the interest rate swap agreement does not affect or alter the obligations of the Borrower pursuant to the Loan Agreement or the Series 2022B Note and with the further understanding that neither the City nor any owner of the Series 2022B Note shall have any rights, duties, or obligations under the interest rate swap agreement. 3.6 Governmental Program. 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, 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 9 CR100\24\835859.v2109 December 6, 2022 (e) the City shall not waive the right to treat the investment as a program investment. 3.7 Adoption of Housing Program. 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 Series 2022B Note shall be liable personally on the Series 2022B Note 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 Series 2022B Note or in any other document relating to the Series 2022B Note, 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 Series 2022B Note, as further provided for and agreed to by and between the Borrower and the City in the Loan Agreement. 3.10. Payment of City’s Administrative Fee. The Loan Agreement will require the Borrower to pay the City’s bond administrative fee in the amount of 50 basis points of the original aggregate principal amount of the Series 2022B Note when the Series 2022B Note is issued. 3.11. 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. 10 CR100\24\835859.v2109 December 6, 2022 Adopted by the City Council of the City of Medina, Minnesota, this 6th day of December, 2022. Kathleen Martin, Mayor Attest: Caitlyn Walker, City Clerk STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) I, the undersigned, being the duly qualified and acting Clerk of the City of Medina, Minnesota (the “City”), do hereby certify that attached hereto is a compared, true, and correct copy of a resolution granting approval to the issuance of conduit revenue obligations by the City on behalf of Saint Therese of Corcoran, LLC, duly adopted by the City Council of the City on December 6, 2022, at a meeting thereof duly called and held, as on file and of record in my office, which resolution has not been amended, modified, or rescinded since the date thereof, and is in full force and effect as of the date hereof. WITNESS My hand this 13th day of December, 2022. ____________________________________________ Caitlyn Walker, City Clerk