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13098837v1 <br />2200 IDS Center <br />80 South 8th Street <br />Minneapolis, MN 55402 <br />Tel: 612.977.8400 | Fax: 612.977.8650 <br />taftlaw.com <br /> <br />Catherine J. Courtney <br />(612) 977-8765 <br />ccourtney@taftlaw.com <br /> <br />January 27, 2021 <br /> <br /> <br />BY E-MAIL <br /> <br />Chris Heineman <br />City of Little Canada <br />515 Little Canada Road E <br />Little Canada, MN 55117-1633 <br /> <br />Re: Issuance of Conduit Revenue Bonds by the City of Little Canada for New <br />Harmony Care Center <br /> <br />Dear Mr. Heineman: <br /> <br />This letter is in follow-up to correspondence that I have had with you related to a request <br />that the City of Little Canada has received from New Harmony Care Center, Inc., a Minnesota <br />nonprofit corporation and 501(c)(3) organization (the “Borrower”), the sole member of which is <br />Elim Care, a Minnesota nonprofit corporation and 501(c)(3) organization, the sole member of <br />which is Cassia, a Minnesota nonprofit corporation and 501(c)(3) organization, regarding <br />consideration by the City to act as an issuer of 501(c)(3) revenue obligations (the “Bonds”) in an <br />amount of approximately $6,750,000. The proceeds of the Bonds would be loaned to the Borrower <br />to be used to finance, in part, the acquisition, construction, and equipping of a n ew senior <br />healthcare and housing facility, including approximately 48 skilled nursing beds, 16 transitional <br />skilled nursing beds, 35 independent apartment units, 36 assisted living apartment units, 14 <br />memory care apartment units, and 12 care suite apartment units, to be located at 1534 County Road <br />C East in the City of Maplewood (the "Project"). The City of Landfall Village ($10,000,000), the <br />City of Hampton ($10,000,000), and the City of Falcon Heights (approx. $7,500,000) will act as <br />the other issuers of the remaining amount needed to finance the Project in full. Hampton, Landfall <br />Village, Falcon Heights, and Little Canada are referred to collectively in this letter as the “Issuers.” <br />Taft Stettinius & Hollister LLP, formerly known as Briggs and Morgan, Professional Association, <br />will act as bond counsel on the issuance of such Bonds. The City of Little Canada’s obligations <br />will be in the form of subordinate bonds, which will be underwritten by Northland Securities (the <br />“Underwriter”) and U.S. Bank National Association will be the trustee (the “Trustee”). The <br />obligations (the “Notes”) issued by the other Issuers will be senior to the Bonds and are expected <br />to be purchased directly by Bremer Bank, National Association (the “Lender”). <br /> <br />State and federal laws allow local government units to enter into arrangements to issue tax- <br />exempt obligations and loan the proceeds to nonprofit corporations to finance capital expenditures. <br /> <br /> <br />Taft Stettinius & Hollister LLP <br />Chicago / Cincinnati / Cleveland / Columbus / Dayton / Delaware / Denver / Indianapolis / Minneapolis / Northern Kentucky / Phoenix