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Consenting to the issuance by the City of Center City, Minnesota of Conduit Revenue Bonds on behalf of Hazelden Betty Ford Foundation (District 9, Ward 2).
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WHEREAS, representatives of Hazelden Betty Ford Foundation, a Minnesota nonprofit corporation (the "Borrower") have requested issuance by the City of Center City, Minnesota (the "Issuer") of its conduit revenue bonds (the "Bonds") for the purpose, in part, of refinancing conduit revenue obligations previously issued by the Issuer (the “Prior Bonds”) to finance the cost of a project for the Borrower in the City of Saint Paul, Minnesota (the “City”) including construction, improvement, renovation and equipping of the Borrower's facility at 680 Stewart Avenue in the City (the “St. Paul Facilities”); and
WHEREAS, governing body of the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the “HRA”) previously adopted RES PH 14-174 (the “Original Consent Resolution”) which approved a public hearing with respect to the Prior Bonds and also consented to the issuance of the Prior Bonds by the Issuer; and
WHEREAS, the Original Consent Resolution also authorized the Executive Director, staff, and legal counsel of the HRA to take all necessary action to implement the Original Consent Resolution and the Executive Director of the HRA was authorized to execute and deliver any necessary document, agreement, and instruments as approved by the City Attorney’s Office; and
WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended, requires that the issuance of the Bonds to refinance the Prior Bonds be approved by the applicable elected representative of each governmental unit having jurisdiction over the area in which the financed facility is located, after a public hearing following reasonable public notice; and
WHEREAS, the members of the City Council of the City (the “City Council”) are the applicable elected representative of the City which has jurisdiction over the location of the St. Paul Facilities; and
WHEREAS, the City Council has on this date conducted a public hearing on the refinancing of the Prior Bonds and the issuance of the Bonds by the Issuer, after duly published notice thereof;
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Saint Paul, Minnesota, that:
1. The City hereby consents to and approves the issuance by the Issuer of the Bonds in an amount up to approximately $36,000,000, of which approximately $8,000,000 is allocable to the refinancing of the portion of the Prior Bonds for the St. Paul Facilities.
2. The City and the HRA shall have no liability or responsibility for the payment of the Bonds. Any costs incurred by the City and/or the HRA in connection with the Bonds shall be payable by the Borrower upon demand.
3. The Bonds shall be special, limited obligations of the Issuer and shall not be payable from or charged upon any funds of the HRA or the City, nor shall the HRA or the City be subject to any liability thereon. No holder of the Bonds shall ever have the right to compel any exercise of the taxing power of the HRA or the City to pay the Bonds or the interest thereon, nor to enforce payment thereof against any property of the HRA or the City. The Bonds shall not constitute a debt of the HRA or the City within the meaning of any constitutional, charter or statutory limitation.
4. Consistent with the Original Consent Resolution, the approval given by this Resolution is conditioned on the execution and delivery by the Borrower at the closing of the Bonds of an amended and restated Bond Compliance and Fee Agreement with the HRA in the form on file with the office of the HRA Executive Director.
5. Consistent with the Original Consent Resolution, the City staff and HRA Executive Director, staff and legal counsel are authorized and directed to take all necessary action to implement this Resolution. City staff and the HRA Executive Director or their designee are authorized to execute and deliver any necessary documents, agreements and instruments approved by the City Attorney Office including, but not limited to, an amended and restated Bond Compliance and Fee Agreement, which may be executed by electronic signature. For purposes hereof: (i) “electronic signature” means a manually signed original signature that is then transmitted by electronic means; and (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; or (iii) a digital signature of an authorized representative of any party provided by AdobeSign or DocuSign (or such other digital signature provider as specified by such party).