4.3. SR 07-27-1998,.Aty of
·
lver
TO:
FROM:
Item #4.3.
MEMORANDUM
Mayor & City Council
Lori Johnson, Asst. City Administrator/
Finance Director
DATE:
SUBJECT:
July 27, 1998
Guardian Angels
At Monday's meeting the City Council is being asked to consider action on
the various items necessary in order for the city to assist Guardian Angels in
the sale of pooled revenue bonds. First, the city needs to act on the
agreement whereby it will be reimbursed for all of its expenses related to this
bond issue. Second, the City Council must hold public hearings on the
housing program and the issuance of the bonds. Third, the City Council is
asked to consider a resolution authorizing the issuance and sale of the bonds
and approving the housing program. Copies of the pertinent documents are
attached for your review. This memo will briefly summarize each of the
action items.
Authorizing Guardian Angels to issue $15,000,000 in pooled revenue
bonds will equate to higher interest costs on any city bonds issued in
1998. An agreement has been drafted setting out the provisions by
which Guardian Angels must reimburse the City of Elk River for all of
the costs associated with assisting Guardian Angels in the issuance of
these pooled revenue bonds. The intent is that when the city sells
bonds, a calculation will be made to determine the difference between
the interest rate on the bonds and what the interest rate would have
been had it been a bank qualified issue. A present value of the
additional interest costs will be determined and Guardian Angels will
make a one time payment to the city in calendar year 1998 to
compensate for its additional interest expense on each bond issue. The
agreement does not cap the amount of bonds that the city can issue in
1998 and also includes a provision that any additional legal, fiscal
consultant, or other related costs be paid by Guardian Angels. The
intent of the agreement as understood by both Guardian Angels and
the City of Elk River is that the city will not incur any additional costs
now or in the future related to the issuance of these pooled revenue
bonds.
13065 Orono Parkway · P.O. Box 490 · Elk River, MN 55330 · TDD & Phone: (612) 441-7420 · Fax: (612) 441-7425
o
The second action item requires holding two public hearings which
must be held prior to adopting the resolution. The public hearings
relate mainly to the city's housing plan and how the bonds relate to
the housing plan. Attorneys for Guardian Angels will be present to
answer any questions the Council may have regarding the public
hearings.
The final and most comprehensive document to be acted on by the
Council is the resolution approving a housing program and the projects
and providing for the issuance and sale of the pooled revenue bonds.
This resolution incorporates Council approval of numerous documents.
I would like to direct your attention to Page 2 of the resolution, Item 5,
Documents Presented. As you can see, by approving the resolution the
City Council will also be approving a Joint Powers Agreement, a Loan
Agreement with the Wilder Foundation, a Loan Agreement with
Guardian Angels, a Loan Agreement with Evans Park, the Trust
Indenture, a First Supplemental Trust Indenture, several mortgage
and security agreements, assignment of the mortgages, and the bond
purchase agreement. Because those documents have just been
received, staff and city Bond Counsel Jim O'Meara have not had time
to review the documents. However, they will be reviewed prior to
Monday's meeting and any staff changes will have been forwarded to
Guardian Angels' attorneys prior to the meeting.
Also, as a reminder, these bonds do not affect the city's ability to issue future
bonds in 1998. The bonds also do not affect the city's credit rating and are
not an obligation, in any way, of the city. As I mentioned earlier, st~f/and
representatives for both the city and Guardian Angels will be available on
Monday to answer any questions you may have regarding this bond issue.
Action Requested
The City Council is asked to consider the Agreement Compensating
the City of Elk River, Minnesota for Inability to Designate Bank
Qualified Bonds Sold after August 1, 1998, through December 31,
1998.
o
The City Council is asked to hold two public hearings, one on the
proposed project and issuance of revenue bonds and another on the
proposed housing program and project and issuance of revenue bonds.
Although these public hearings may be held simultaneously, it may be
easiest to open and close each one separately.
o
The City Council is asked to consider the attached resolution
approving the housing program and other projects and providing for
the issuance and sale of the revenue bonds.
AGREEMENT COMPENSATING THE CITY OF ELK RIVER, MINNESOTA
FOR INABILITY TO DESIGNATE BANK QUALIFIED BONDS SOLD
AFTER AUGUST 1, 1998 THROUGH DECEMBER 31, 1998
This Agreement is dated as of July 27, 1998; is by and among the City of Elk River, Minnesota, (the "City") and
Guardian Angels of Elk River, Inc. ("Guardian Angels") and provides as follows:
1. Recitals.
a. Guardian Angels represent that they have asked the City to issue, in 1998, for their benefit
approximately $15,000,000.00 of bonds (the "Bonds") which would be "qualified 501 (c) (3) bonds" under section
145 of the Internal Revenue Code of 1986, as amended (the "Code") for the purpose of constructing new facilities
and refinancing pre-existing similar obligations issued for the benefit of Guardian Angels.
b. Guardian Angels acknowledges and agrees that the issuance of the Bonds is subject to the final
approval of the City Council in its sole discretion, and nothing in this Agreement shall be construed to constitute a
commitment by the City to Issue any of the Bonds.
c. Prior to this Agreemem's execution, the City could have reasonably expected to be a"qualified small
issuer" under Section 265 (b) (3) of the Code, which generally requires that no more than $10,000,000 of tax
exempt 5;01 (c) (3) bonds or bonds issued by the city for its own purposes be issued in said calendar year.
d. The City and Guardian Angels recognize that the issuance of bank qualified, small issuer tax-exempt
obligations in the market conditions currently prevailing would result in lower interest rates for the City's bonds,
than those sold as non-bank qualified, tax exempt obligations.
e. The Guardian Angels Bonds would be counted against the City's $10,000,000 maximum for 1998, and
would thus disqualify the City as qualified small issuer for the current calendar year, 1998.
f. The City anticipates that it will need to issue its own bonds in 1998 in one or more series, the purposes
amounts and terms are estimated as follows:
(i) $1,800,000.00 General Obligation Improvement Bonds with an estimated term of 15 years
(ii) $ 500,000.00 General Obligation Water Bonds with an estimated term of 15 years
0ii) $ 125,000.00 General Obligation Equipment Certificate
(iv) $2,800,000.00Park/Pool Bond Issue
$5,225,000.00 Total
Nothing in this agreement shall prevent or require the City Council in its judgment, from issuing bonds it
deems necessary to conduct the business of the City of Elk River.
This Agreement shall not apply to "conduit" 501 (c) (3) bonds issued for the benefit of other borrowers.
2. Compensation; Determination: Expenses.
a. As of the date of the sale of each series of the City's bonds in 1998, the City shall direct its Finance
Officer to request information to determine, in her reasonable judgment based upon then prevailing market
conditions, the differential between the actual interest rates on the non-bank qualified bonds and what interest
rates would have been had the City been able to designate the bonds as qualified tax exempt obligations. See
attached Bloomberg Fair Market Yield Curves chart and BQ/Non-BQ debt service comparisons which Guardian
Angels directed be prepared for illustration purposes.
b. The Finance Director shall cause a repayment schedule to be calculated utilizing the interest rates
quoted for the qualified tax exempt obligations, and shall compare the total interest amounts due for the two
repayment schedules. The (interest) dollar amount difference between the two schedules is the actual differential.
c. The Finance Director shall cause, as promptly as possible, a present value calculation to be prepared
on the differential utilizing then current yields of U.S. Treasury Bills for the comparable respective maturities. The
sum of said present value calculation is the "Compensation Kmount".
d. The City's Finance Director shall, as promptly as possible after these calculations are completed,
deliver the calculations described above along with the assumptions and supportive documentation gathered
during this calculation to FarnhamNovak and Associates, Inc., Financial Advisor to Guardian Angels who will review
the calcuiations.
e. The City will be promptly notified of agreement or disagreement with the calculations. If there is
disagreement, the parties shall meet to discuss the calculations and in good faith resolve any differences and finally
agree on the Compensation Amount.
f. The express purpose of this Agreement that any Compensation Amounts which are due to the City be
paid in such amounts and at such times so that on the date of receipt, the City could invest such amounts in U.S.
Treasury Bills to "defease" and provide full payment of the respective interest differentials when due.
g. Guardian Angels agrees to pay any reasonable legal, financial advisory or other expenses including any
expenses for rebate calculations or continuing disclosure expenses that occur as a result of the Guardian Angels
borrowing.
h. This Agreement shall be governed by the laws of the State of Minnesota and may be executed in any
number of counterparts, each of which shall constitute an original hereof and all of which shall constitute one and
the same agreement.
IN WITNESS WHEREOF, the City, Guardian Angels have duly executed this agreement by their duly authorized
representatives as of the date above.
City of Elk River, Minnesota
By
Guardian Angels of Elk River
By
By.
CITY OF ELK RIVER
BANK QUALIFIED COMPARISON
· BANK QUALIFIED
Date Principal Coupon.
9/1/99 140,000.00 3.80%
911100 140,000.00 3.95%
9/1/01 145,000.00 4.10%
911/02 150,000.00 4.20%
9/1/03 155,000.00 4.30%
9/1104 135,000.00 4.40%
9/1/05 145,000.00 4.45%
911106 150,000.00 4.55%
9/1/07 155,000.00 4.65%
9/1/08 165,000.00 4.70%
911/09 170,000.00 4.75%
9/1/10 180,000.00 4.80%
911/11 190,000.00 4.90%
9/1/12 200,000.00 4.95%
9/1/13 205,000.00 5.00%
9/1/14 5.00%
911/15 5.05%
911116 5.05%
9/1/17 5.10%
9/1/18 5.10%
Interest Total P+I
110,115.00 25C 115.00
104,795.00 244 795.00
99,265.00 244 265.00
93,320.00 243 320.00
87,020.00 242 020.00
80,355.00 215 355.00
74,415.00 219 415.00
67,962.50 217 962.50
61,137.50 216 137.50
53,930.00 218 930.00
46,175.00 216 175.00
38,100.00 218 100.00
29,460.00 219 460.00
20,150.00 220 150.00
10,250.00 215 250.00
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
0.00 0.00
Int. Rate NON-BANK QUALIFIED
Spread Principal Coupon. Interest
0.05% 140,000.00 3.85% 112,689.00
0.05% 140,000.00 4.00% 107,299.00
0.05°`4 145,000.00 4.15% 101,699.00
0.05% 150,000.00 4.25% 95,681.50
0.05°`4 155,000.00 4.35% 89,306.50
0.05°`4 135,000.00 4.45% 82,564.00
0.05% 145,000.00 4.50% 76,556.50
0.05°`4 150,000.00 4.60% 70,031.50
0.12% 155,000.00 4.77% 63,131.50
0.12% 165,000.00 4.82% 55,738.00
0.12% 170,000.00 4.87% 47,785.00
0.12% 180,000.00 4.92% 39,506.00
0.20% 190,000.00 5.10% 30,650.00
0.20°,4 200,000.00 5.15% 20,960.00
0,20% 205,000.00 5.20% 10,660.00
0.20% 0.00 5.20% 0.00
0.20% 0.00 5.25% 0.00
0.20% 0.00 5.25% 0.00
0.20% 0.00 5.30% 0.00
0.20% 0.00 5.30% 0.00
PV Savings at Cumulative
Total P~! DIFFERENCE 6.00% Total
252,689.00 2,574.00 2,451.43 2,451.43
247,299.00 2,504.00 2,271.20 4,722.63
246,699.00 2,434.00 2,102.58 6,825.21
245,681.50 2,361.50 1,942.81 8,768.02
244,306.50 2,286.50 '1,791.53 10,559.56
217,564.00 2,209.00 1,648.39 12,207.95
221,556.50 2,141.50 1,521.92 13,729.87
220,031.50 2,069.00 1,400.38 15,130.25
218,131.50 1,994.00 1,285.35 16,415.60
220,738.00 1,808.00 1,1 09.96 17,525.56
217,785.00 1,610.00 941.33 18,466.89
219,506.00 1,406.00 782.91 19,249.80
220,650.00 1,190.00 631.08 19,880.88
220,960.00 810.00 ~109.11 20,289.99
215,660.00 410.00 197.22 20,487.21
0.00 0.00 - 20,487.21
0.00 0.00 - 20,487.21
0.00 0.00 20,487.21
0.00 0.00 20,487.21
0.00 O.Oq 20,487.21
27,807.50 20,,487.21 20,487.21
TOTAL 2,425,000.00 978,450.00 3,401,450.00 2,425,000.00 1,004,257.50 3,429,257.50
20
Date Pdnclpal
9/1/99
9/1/00
9/1/01
9/1/02
9/1/03
9/1/04
9/1/05
911106
9/1/07
9/1/08
9/1/09
9/1/10
9/1/11
9/1/12
9/1/13
9/1/14
9/1/15
9/1/16
9/1/17
9/1/18
TOTAL
90,000.00
95,000.00
95,000.00
100 000.00
105 000.00
· 110000.00
115000.00
12C 300.00
125 300.00
13C 300.00
135 O00.00
145000.00
150 000.00
160 000.00
165 000.00
175 000.00
185 000.00
190 000.00
200 000.00
210 000.00
CITY OF ELK RIVER
BANK QUALIFIED COMPARISON
BANK QUALIFIED
Coupon Interest
3.80% 132,612.50
3.95% 129,192.50
4.10% 125,440.00
4.20% 121,545.00
4.30% 117,345.00
4.40% 112,830.00
4.45% 107,990.00
4.55% 102,872.50
4.65% 97,412.50
4.70% 91,600.00
4.75% 85,490.00
4.80% 79,077.50
4.90% 72,117.50
4.95% 64,767.50
5.00% 56,847.50
5.00% 48,597.50
5.05% 39,847.50
5.05% 30,505.00
5.10% 20,910.00
5.10% 10,710.00
Int. Rate
Total P+I Spread
222,612.50 0.05%
224 192.50 0.05%
220 440.00 0.05%
221 545.00 0.05%
0.05%
0.05%
0.05%
0.05%
0.12%
0.12%
0.12%
0.12%
0.20%
0.20%
0.20%
0.20%
0.20%
0.20%
0.20%
0.20%
222 345.00
222 E~30.00
222 990.00
222 872.50
222 412.50
221 600.00
220 490.00
224 077.50
222 117.50
224 767.50
221 847.50
223 597.50
224 847.50
220 505.00
220 910.00
220,710.00
Principal
90,000.00
95,000.00
95,000.00
10C 000.00
105 000.00
110 000.00
115 000.00
125 000.00
130 000.00
135 000.00
145 000.00
150 000.00
160 000.00
165 000.00
175,000.00
185,000.00
190,000.00
200,000.00
210,000.00
20 NON-BANK QUALIFIED
2,800,000.00 1,647,710.00 4,447,710.00 2,800,000.00 1,704,507.50 4,504,507.50
Coupon Interest Total P+I DIFFERENCE
3.85% 136,539.50 226,539.50 3,927.00
4.00% 133,074.50 228,074.50 3,882.00
4.15% 129,274.50 224,274.50 3,834.50
4.25% 125,332.00 225,332.00 3,787.00
4.35% 121,082.00 226,082.00 3,737.00
4.45% 116,514.50 226,514.50 3,684.50
4.50% 111,61 9.50 226,619.50 3,629.50
4.60% 106,444.50 226,444.50 3,572.00
4.77% 100,924.50 225,924.50 3,512.00
4.82% 94,962.00 224,962.00 3,362.00
4.87% 88,696.00 223,696.00 3,206.00
4.92% 82,121.50 227,121.50 3,044.00
5.10% 74,987.50 224,987.50 2,870.00
5.15% 67,337.50 227,337.50 2,570.00
5.20% 59,097.50 224,097.50 2,250.00
5.20% 50,51.7.50 225,517.50 1,920.00
5.25% 41,41 7.50 226,417.50 1,570.00
5.25% 31,705.00 221,705.00 1,200.00
5.30% 21,730.00 221,730.00 820.00
5.30% 11,130.00 221,130.00 420.00
56,797.50
PV Savings at
$.00%
3,740.00
3,521.09
3,312.39
3,115.57
2,928.04
2,749.43
2,579.42
2,417.67
2,263.87
2,063.98
1,874.48
1,695.01
1,522.02
1,298.02
1,082.29
879.57
684.99
498.62
324.50
158.29
38,709.26
Cumulative
Total
3,740.00
7,261.09
10,573.47
13,689.05
16,617.09
19,366.52
21,945.93
24,363.60
26,627.47
28,691.45
30,565.93
32,260.94
33,782.96
35,080.99
36,163.28
37,042.85
37,727.84
38,226.46
38,550.96
38,709.26
38,709.26
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G26'?-421-3 15-Jul-98 11,00:25
JOINT POWERS AGREEMENT
This Joint Powers Agreement ("Agreement"), dated as of July 1, 1998, is by
and between the City of Elk River, Minnesota (the "Proposed Issuer") and the other
participating jurisdictions listed on Exhibit A (the together with the Proposed Issuer,
collectively referred to as "Participating Jurisdictions").
RECITALS
WHEREAS, Minnesota Statutes, Section 471.59 (the "Joint Powers Act"),
provides that two or more governmental units, by agreement entered into through action of
their governing bodies, may jointly or cooperatively exercise any power common to the
contracting parties, and may provide for the exercise of such power by one of the
participating governmental units on behalf of the other participating units;
WHEREAS, in connection with revenue bonds issued under Minnesota
Statutes, Sections 469.152 to 469.1651 (the "Industrial Development Act"), Section 469.155,
Subd. 9 provides for intergovemmental agreements between municipalities, redevelopment
agencies and political subdivisions relating to the financing of projects under the Industrial
Development Act, and in connection with revenue bonds issued under Minnesota Statutes,
Chapter 462C (the "Housing Programs Act"), Section 462-C.14, Subd. 3 provides for joint
action between cities and housing and redevelopment authorities pursuant to the Joint Powers
Act, and contract for housing programs and development of financial services for housing
between a city and another city or other political subdivision or state agency;
WHEREAS, the Proposed Issuer and the other Participating Jurisdictions are
"governmental units" under the Joint Powers Act and "municipalities" or "redevelopment
agencies" under the Industrial Development Act;
WHEREAS, the Proposed Issuer is a "city" under the Housing Programs Act
with power to issue bonds under the Housing Programs Act;
WHEREAS, the projects described in Exhibits B1 - B4 (collectively referred
to as the "Projects") to be financed and refinanced as described in the respective Loan
Agreements (defined below) each constitute either a "project" within the meaning of Section
469.153, Subd. 2(b) of the Industrial Development Act or a "multifamily housing
development" within the meaning of Section 462C.02, Subd. 5 of the Housing Programs Act;
WHEREAS, it has been proposed that the Proposed Issuer issue revenue bonds
on behalf of itself and the Participating Jurisdictions, to finance and refinance the Projects,
together with the funding of required reserves, capitalized interest, and costs of bond
issuance, pursuant to Section 469.155, Subd. 3 of the Industrial Development Act, Section
462C.07, Subd. 1 of the Housing Programs Act, and the Joint Powers Act;
WHEREAS, the Bonds shall not constitute an indebtedness or pledge the full
faith and credit of the Proposed Issuer, the other Participating Jurisdictions, the State of
Minnesota, or any other agency or political subdivision thereof, but shall be payable solely
from the revenues pledged and assigned thereto pursuant to the Indenture; and
WHEREAS, the governing bodies of the Proposed Issuer and the other
Participating Jurisdictions have authorized the execution and delivery of this Agreement;
NOW, THEREFORE, the Proposed Issuer and the other Participating
Jurisdictions hereby agree as follows:
1. In order to finance and refinance the Projects, the Proposed Issuer, or
one of the other Participating Jurisdictions described below if so determined by the City and
the other Participating Jurisdictions (the "Issuer"), shall issue on behalf of itself and the other
Participating Jurisdictions revenue bonds (the "Bonds") in an amount up to but not to exceed
the aggregate amount equal to $15,000,000, pursuant to the Joint Powers Act, the Industrial
Development Act, the Housing Programs Act, and the terms of a Trust Indenture or Master
Trust Indenture (as the same may be supplemented the "Indenture") to be entered into
between the Issuer and Norwest Bank Minnesota, National Association, as trustee. The
proceeds of the Bonds will be loaned to the entities set forth in Exhibit C (such entities
collectively referred to as the "Borrowers" and each individually referred to as a "Borrower")
in the respective amounts set forth in Exhibit C, pursuant .t.o a loan agreement between the
Issuer and each Borrower (referred to individually as a "Loan Agreement" and collectively as
the "Loan Agreements").
2. The Guardian Angels Projects described in Exhibit BI is being
financed and refinanced pursuant to Minnesota Statutes, Sections 469.152 to 469.1651. Of
the $15,000,000 aggregate principal amount of the Bonds, an amount up to $4,500,000 will
be allocated to such projects, all as described in Exhibit B 1.
3. The Evans Park Projects described in Exhibit B2 is being financed and
refinanced pursuant to Mi:.:¢nesota Statutes, Chapter 462C. Of the $15,000,000 aggregate
principal amount of the Bonds, an amount up to $9,000,000 will be allocated to such
projects, all as described in Exhibit B2. With respect to the portion of the Evans Park
Projects involving.refinancing, a portion of the proceeds of the Bonds will be applied to the
discharge and prepayment of existing taxable mortgage indebtedness of Evans Park, Inc.
4. The Wilder Saint Paul Projects described in E~'hibit B3 is being
financed pursuant to Minnesota Statutes, Sections 469.152 to 469.1651. Of the $15,000,000
aggregate principal amount of the Bonds, an amount up to $2,500,000 will be allocated to
such projects, all as described in Exhibit B3.
5. The Wilder Stillwater Project described in Exhibit B4 is being financed
pursuant to Minnesota Statutes, Sections 469.152 to 469.1651. Of the $15,000,000 aggregate
2
principal amount of the Bonds, an amount up to $300,000 will be allocated to such projects,
all as described in Exhibit B4.
6. The liability of the Issuer and the other Participating Jurisdictions with
respect to the Bonds shall be limited as provided in the Industrial Development Act and the
Housing Programs Act and in the Indenture. Except to the extent specifically provided
herein, the Issuer and the other Participating Jurisdictions shall not incur any obligations or
liabilities to each other as a result of the financing or refinancing or use of the Projects by the
Borrowers. The Bonds shall be special, limited obligations of the Issuer payable solely from
proceeds, revenues and other amounts pledged thereto and more fully described in the
Indenture. The Bonds and the interest thereon shall neither constitute nor give rise to a
pecuniary liability, general or moral obligation or a pledge of the full faith or loan of credit of
the Issuer, the other Participating Jurisdictions, the State of Minnesota or any political
subdivision of the above, within the meaning of any constitutional or statutory provisions.
7. All costs incurred by the Issuer and the other Participating Jurisdictions
in the authorization, execution, delivery and performance of this Agreement shall be paid by
the Borrowers. The Issuer shall remit to each other Participating Jurisdiction all reasonable
fees payable to that Participating Jurisdiction pursuant to the Loan Agreements.
8. The Participating Jurisdictions may select one of the other Participating
Jurisdictions to be the Issuer by a certificate signed by. an authorized officer of each
Participating Jurisdiction.
9. Any surplus moneys remaining after the purpose of this Agreement has
been completed shall belong to the Issuer and the other Participating Jurisdictions, pro rata.
10. This Agreement may not be terminated by the parties so long as any
Bonds are Outstanding (as defined in the Indenture).
11. This Agreement may be amended by the Issuer and the other
Participating Jurisdictions at any time. No amendment may impair the rights of the holders
of the Bonds, unless they have consented to such amendment in the manner provided for an
amendment of the Indenture.
12. This Agreement may be executed in several counterparts, each of which
shall be regarded as an original and all of which shall constitute but one and the same
Agreement.
IN WITNESS WHEREOF, duly authorized officers of the Proposed Issuer and
the other Participating Jurisdictions have executed this Agreement as of the date set forth
above but actually on the ~ day of ,1998.
City of Elk River, Minnesota
(SEAL) By.
Its
Attest:
Its
[Signature page to the Joint Powers Agreement dated as of July 1, 1998 by and between the City
of Elk River, Minnesota, the Housing and Redevelopment Authority of the City of Saint Paul,
Minnesota, and the Washington County Housing and Redevelopment Authority]
Housing and Redevelopment Authority of the
City of St. Paul, Minnesota
By
Its
[ ] By
Approved as to Form
Counsel to the
Its
[By
Its ]
[By
Its ]
[Signature page to the Joint Powers Agreement dated as of July 1, 1998 by and between the City
of Elk River, Minnesota, the Housing and Redevelopment Authority of the City of Saint Paul,
Minnesota, and the Washington County Housing and Redevelopment Authority]
5
Washington County Housing and
Redevelopment Authority
By.
Its
[ ] By~
Approved as to Form
Counsel to the
[By.
Its
Its
[By.
Its ]
MI :389864.02
[Signature page to the Joint Powers Agreement dated as of July 1, 1998 by and between the City
of Elk River, Minnesota, the Housing and Redevelopment Authority of the City of Saint Paul,
Minnesota, and the Washington County Housing and Redevelopment Authority]
EXHIBIT A
PARTICIPATING JURISDICTIONS
City of Elk River, Minnesota.
Washington County Housing and Redevelopment Authority.
Housing and Redevelopment Authority of the City of Saint Paul, Minnesota.
MI :389864.02
A-1
EXHIBIT BI
Guardian Angels Projects
The Guardian Angels Projects consist of the following, and the amount of Bond proceeds
used for Guardian Angels Projects shall not exceed 4,500,000:
1. The acquisition, construction, reconstruction and equipping of improvements
to the 120-bed skilled nursing care facility commonly known as Guardian Angels Care
Center, located at 400 Evans Avenue, Elk River, Minnesota and owned by Guardian Angels
Health Services, Inc., including renovation, remodeling, equipping and furnishing of the
facility and such site improvements as may be necessary or desirable; and
2. The refunding in whole (referred to as the "Bond Refunding") of the Housing
and Redevelopment Authority of Sherbume County, Minnesota Nursing Home Facility
Revenue Bonds, Series 1994 (Guardian Angels Care Center Project) issued in the original
principal amount of $3,245,000, proceeds of which financed and refinanced costs of
acquiring, constructing, equipping and financing an additior/and certain improvements to the
Guardian Angels Care Center.
B-1
EXItlBIT B2
Evans Park Projects
The Evans Park Projects consist of the following, and the amount of Bond proceeds used for
Evans Park Projects shall not exceed $9,000,000:
1. The refinancing of existing mortgage indebtedness issued with respect to the
acquisition, construction, equipping and furnishing of a 36-unit elderly housing facility
owned by Evans Park, Inc. and located at 300 Evans Avenue, Elk River, Minnesota (the
"Mortgage Indebtedness Refinancing"), together with the rehabilitation of the facility; and
2. The financing of costs of acquisition, construction, equipping and fumishing of
an approximately 60-unit assisted living facility to be located at Joplin Street and U.S.
Highway 10, in Elk River, Minnesota and to be owned by Evans Park, Inc.
B-2
EXHIBIT B3
Wilder Saint Paul Projects
The Wilder Saint Paul Project consists of the following, and the amount of Bond proceeds
used for Wilder Saint Paul Project shall not exceed $2,500,000:
The acquisition, construction and reconstruction (including equipment and furnishings)
of improvements, including renovation, remodeling, equipping and furnishing of the facilities
and such site improvements as may be necessary or desirable, with respect to the following
existing facilities of the corporation located in St. Paul, Minnesota:
2.
3.
4.
5.
6.
7.
8.
9.
10.
11
12.
13.
14.
15.
16.
17.
An administration and office facility located at 919 Lafond Avenue,
A social services agency facility located at 180 S. Grotto,
A social services agency facility located at 325 Dayton Avenue,
A social services agency facility located at 450 N. Syndicate,
A social services agency facility located at 650 Marshall Avenue,
A single room occupancy facility located at 352 Wacouta Street,
A single room occupancy facility located at 545 N. Snelling Avenue,
A social service agency facility located at 570 Asbury,
A nursing home facility located at 514 Humboldt Ave.,
Nursing home and social service agency facilities located at 753 East 7th Street,
A social service agency facility located at 270 N. Kent,
A senior health clinic facility located at 516 Humboldt Ave.,
A nursing home facility located at 508 Humboldt Ave.,
A nursing home facility located at 512 Humboldt Ave.,
An assisted living facility located at 280 Ravoux Street,
An assisted living facility located at 469 Ada Street, and
An assisted living facility located at 1000 Edgerton Street.
B-3
EXHIBIT B4
Wilder Stillwater Projects
The Wilder Stillwater Project consists of the following, and the amount of Bond proceeds
used for Wilder Stillwater Project shall not exceed 300,000:
The acquisition, construction, reconstruction and financing of capital improvements
(including equipment and furnishings) to a retreat and conference center facility, owned and
operated by Amherst H. Wilder Foundation, and located at 14189 Ostlund Trail North,
Stillwater, Minnesota.
M 1:389864.02
B-4
EXHIBIT C
THE BORROWERS
Amherst H. Wilder Foundation, a Minnesota nonprofit corporation.
Guardian Angels Health Services, Inc., a Minnesota nonprofit corporation.
Evans Park, Inc., a Minnesota nonprofit corporation.
MI :389864.02
C-1