05-13-2020 Council Packet - Laserfiche WebLink

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$______ City of Little Canada, Minnesota Senior Housing and Health Care Facilities Revenue Bonds (Langton Shores Project) Series 2020 PURCHASE AGREEMENT _______, 2020 Presbyterian Homes Care Centers, Inc. 2845 Hamline Avenue North, Suite 200 Roseville, MN 55113 City of Little Canada, Minnesota 515 Little Canada Road East Little Canada, MN 55117 Ladies and Gentlemen: The undersigned, Northland Securities, Inc. (the “Underwriter”), hereby offers to enter into this Purchase Agreement (the “Purchase Agreement”) with the City of Little Canada, Minnesota (the “Issuer”), as approved and agreed to by Presbyterian Homes Care Centers, Inc. (the “Borrower”), a Minnesota nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), whose income is exempt from federal taxation under Section 501(a) of the Code, for the purchase by the Underwriter of the Issuer’s Senior Housing and Health Care Facilities Revenue Bonds (Langton Shores Project), Series 2020 (the “Series 2020 Bonds”). This offer is made subject to acceptance by the Issuer and agreement by the Borrower at or prior to ___:00 P.M. Central time on __________, 2020, and upon such acceptance this Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Issuer, the Borrower, and the Underwriter. If not so accepted, this Purchase Agreement will be subject to withdrawal by the Underwriter upon notice delivered by the Underwriter to the Issuer and the Borrower at any time prior to the acceptance hereof by the Issuer and the Borrower. 1.Purchase and Sale. Subject to the satisfaction by the Issuer and the Borrower of the terms and conditions set forth in this Purchase Agreement, subject also to the conditions precedent set forth in this Purchase Agreement, and in reliance upon the representations in this Purchase Agreement set forth or incorporated by reference, the Underwriter hereby agrees to purchase from the Issuer, upon the terms and conditions set forth in this Purchase Agreement, and the Issuer hereby agrees to sell the Series 2020 Bonds to the Underwriter. The Series 2020 Bonds shall be as described in the Official Statement (as defined below) and Schedule I attached to this Purchase Agreement. The purchase price paid by the Underwriter for the Series 2020 Bonds is $_____ (representing a par amount of $_____), [plus/less] the [net] original issue [premium/discount] of $_____, less the Underwriter’s discount of $_____. The Issuer is authorized to issue the Series 2020 Bonds pursuant to: (i) Minnesota Statutes, Chapter 462C and Sections 469.152 through 469.165, as amended (collectively, the “Act”), and (ii) a resolution of the governing body of the Issuer adopted on May 13, 2020 (the “Resolution”). The City of Roseville, Minnesota (“Host City”) granted host approval to issue the Series 2020 Bonds pursuant to a resolution adopted on April 27, 2020. The Issuer will loan proceeds of the Series 2020 Bonds to the Borrower, along with funds of the Borrower, to: (i) refinance the outstanding City of Little Canada, Minnesota Health Care Facilities Revenue Note (Langton Place Project), Series 2018 (the “Prior Note”) originally issued to finance the construction and equipping of a 50-bed replacement skilled nursing