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Resolution Consenting to the Issuance of (a) Health Care Facility Revenue Refunding Bonds (Open Cities Health Center Project), Series 2015A, and (b) Taxable Health Care Facility Revenue Bonds (Open Cities Health Center Project), Series 2015B for Open Cities Health Center, Inc. by the Port Authority of the City of Saint Paul
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WHEREAS, the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "HRA") has previously issued its Minnesota Health Care Revenue Bonds, Series 2001A and 2001B (Model Cities Health Center Project) (collectively, the "Series 2001 Bonds"), in the original principal amount of $5,300,000 and currently outstanding in the principal amount of $3,860,000, which were issued to provide financing and refinancing for the property located at 409 North Dunlap Street, St. Paul, Minnesota owned by Open Cities Health Center, Inc., a Minnesota nonprofit corporation and 501(c)(3) organization (f/k/a Model Cities Health Center, Inc.) ("Open Cities"); and
WHEREAS, Open Cities has requested that the Port Authority of the City of Saint Paul (the "Port Authority") issue its (a) Health Care Facility Revenue Refunding Bonds (Open Cities Health Center Project), Series 2015A, and (b) Taxable Health Care Facility Revenue Bonds (Open Cities Health Center Project), Series 2015B (together, the "Bonds") in an aggregate principal amount not to exceed $4,350,000, and that the proceeds of the Bonds be loaned to Open Cities to refund the Series 2001 Bonds still outstanding and pay certain costs of issuance of the Bonds (the "Project"); and
WHEREAS, the purchaser of the Bonds is requiring that the Bonds be designated by the Port Authority as a "qualified tax-exempt obligation" ("bank qualified") under Section 265(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and the HRA is unable to issue bank qualified obligations in calendar year 2015 because it expects to issue more than $10,000,000 in obligations for use by nonprofit organizations or for its own corporate use; and
WHEREAS, Minnesota Statutes, Section 469.155, Subd.12, authorizes the issuance of refunding bonds by an entity other than the original issuer, with the consent of the original issuer. The Port Authority has requested that the HRA consent to the issuance by the Port Authority of the Bonds that will be used to refund the Series 2001 Bonds; and
WHEREAS, the Port Authority has agreed to split equally its issuer fees paid at closing and annually with the HRA.
NOW THEREFORE, BE IT RESOLVED by the Board of Commissioners of the HRA, as follows:
1. The HRA hereby consents to the issuance of the Bonds by the Port Authority for the purpose of refunding the Series 2001 Bonds. The adoption of this resolution shall not be deemed, however, to establish a legal obligation on the part of HRA or the Port Authority to issue or to cause the issuance of the Bonds. The Bonds, if issued by the Port Authority, will not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of HRA or the Port Authority. The Bonds will be payable solely from said revenues and property of Open Cities specifically pledged to the payment thereof, and will not constitute a debt or pecuniary liability of the HRA or the Port Authority within the meaning of any constitutional or statutory limitation.
2. The Executive Director of the HRA is hereby authorized and directed to execute documents and certificates which are reasonably required by the Port Authority or its bond counsel to complete the transaction described herein. The execution of any instrument by the Executive Director of the HRA shall be conclusive evidence of the approval of such documents in accordance with the terms of this resolution.