RESOLUTION REGARDING THE ISSUANCE OF A REVENUE NOTE
<br />FOR THE BENEFIT OF CATHOLIC ELDERCARE AND TAKING
<br />.4,CTIONS RELATED THERETO
<br />BE IT RESOLVED by the City Council of the City of Lauderdale, Minnesota (the
<br />"City"), as follows:
<br />Section 1. Recitals.
<br />1.01. Pursuant to Minnesota Statutes, Sections 469.152 through 469.1655, as amended
<br />(the "Industrial Development Act"), the City is authorized to issuerevenue bonds for the
<br />following purposes: (i) to finance, in whole or in part, the cost of the acquisition, construction,
<br />reconstruction, improvement, betterment or extension of a project, defined in the Industrial
<br />Development Act as any properties, real or personal, used or useful in connection with a revenue
<br />producing enterprise; and (ii) to refund, in whole or in part, bonds previously issued under the
<br />authority of the Industrial Development Act and interest on such bonds.
<br />1.02. Pursuant to Minnesota Statutes, Chapter 462C, as amended (the "Housing Act"),
<br />the City is authorized to issue revenue bonds to provide funds to finance or refinance multifamily
<br />housing developments (including nursing and assisted living facilities) located within the City or
<br />outside of the City pursuant to an agreement with the host city.
<br />1.03. Catholic Eldercare, a Minnesota nonprofit corporation, or any of its affiliates (the
<br />"Borrower"), has proposed that the City issue its revenue note, in one or more series (the
<br />"Lauderdale Note"), in an aggregate principal amount not to exceed $10,000,000. The Borrower
<br />has proposed to apply the proceeds of the Lauderdale Note, along with the proceeds of a revenue
<br />note (the "MCDA Note") proposed to be issued by the Minneapolis Community Development
<br />Agency (the "MCRA") in an aggregate principal amount not to exceed $5,000,000 and a revenue
<br />note (the "Mounds View Note") proposed to be issued by the City of Mounds View, Minnesota
<br />(the "City of Mounds View") in an aggregate principal amount not to exceed $4,000,000, to (i)
<br />finance the acquisition, construction, and equipping of a transitional care unit consisting of the
<br />addition of 24 skilled nursing beds to the existing 150 -bed skilled nursing facility (the "TCU
<br />Facility") located at 900 2nd Street NE in the City of Minneapolis (the "City of Minneapolis");
<br />(ii) fund capitalized interest on the Lauderdale Note, the Lauderdale Note, and the Minneapolis
<br />Note (collectively, the "Notes") during construction of the TCU Facility; (iii) refund the
<br />outstanding Variable Rate Demand Multifamily Housing Revenue Bonds (St. Hedwig's Assisted
<br />Living Project), Series 2002 (the "2002 Assisted Living Bonds"), issued by the City of
<br />Minneapolis on December 23, 2002, in the original aggregate principal amount of $7,570,000;
<br />(iv) refund the outstanding Variable Rate Demand Nursing Home Revenue Refunding Bonds
<br />(Catholic Eldercare Project), Series 2002 (the "2002 Nursing Home Bonds"), issued by the City
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