RES 15-47Resolution No. 15-47
A Resolution Providing Preliminary Approval To A Project And The
Issuance Of Revenue Bonds In An Aggregate Amount Up To
$4,000,000, At The Request Of Guardian Angels Health Services, Inc.
BE IT RESOLVED by the City Council of the City of Elk River, Minnesota (the "City"
or the "Issuer"), as follows:
1. Authority. Pursuant to Minnesota Statutes, Chapter 4620, as amended (the
"Act"), the City is authorized to issue revenue bonds and refunding revenue bonds and sell such
bonds at public or private sale as may be determined by the governing body to be most
advantageous; and to loan the proceeds of such bonds to provide financing and refinancing for
projects and multifamily housing developments, all as further provided in the Act, and to refund
bonds previously issued therefor under the Act. Such bonds are authorized to be secured by a
pledge of the revenues to be derived from a loan agreement with the borrower of such proceeds,
and by such other security devices as may be deemed advantageous. Under the provisions of the
Act, such bonds shall be special, limited obligations, and shall not constitute an indebtedness of
the issuer thereof, within the meaning of any state constitutional provision or statutory limitation,
nor give rise to a pecuniary liability of the issuer or a charge against its general credit or taxing
powers.
2. Public Hearin . On August 3, 2015, a public hearing was held by the City
Council (the "Public Hearing"), with respect to a proposal by Guardian Angels Health Services,
Inc., a Minnesota nonprofit corporation (the "Borrower"), to undertake a project consisting of the
acquisition, construction and equipping of improvements to the existing skilled nursing facility
of the Borrower (the "Project"), located at 400 Evans Avenue in the City, and the issuance of
revenue bonds, pursuant to the Act, in an aggregate principal amount not to exceed $4,000,000
(the "Bonds") by the City to provide financing therefor. The Public Hearing was called and held
as required by the Act and the provisions of section 147(f) of the Internal Revenue Code of 1986,
as amended (the '"Code") and regulations thereunder. Following the Public Hearing, all persons
present had an opportunity to express their views with respect to the Project and the issuance of
the Bonds.
3. Findings. It is hereby found, determined and declared that:
a. Based on information provided by the Borrower, the Project and the
issuance of the Bonds will further the purposes and policies of the Act and promote the
public welfare by providing improved health care facilities to residents of the City,
b. There is no litigation pending or, to the knowledge of the Issuer,
threatened against the Issuer relating to the Project or the Bonds, or questioning the
organization, powers or authority of the Issuer to issue the Bonds.
0. Under the provisions of the Act, the Bonds shall not be payable from or
charged upon any funds other than amounts pledged thereto, including amounts to be
payable by the Borrower pursuant to a loan agreement to be entered into between the Issuer
and the Borrower; the Issuer is not subject to any liability thereon; no owner of the Bonds
shall ever have the right to compel the exercise of the taxing power of the Issuer to pay the
Bonds or the interest thereon, nor to enforce payment thereof against any property of the
Issuer; neither the Bonds nor any document executed or approved in connection with the
issuance thereof shall constitute a pecuniary liability, general or moral obligation, charge,
lien or encumbrance, legal or equitable, upon any property of the Issuer; and the Bonds shall
not constitute or give rise to a charge against the general credit or taxing powers of the
Issuer.
4. Application to Dartment of Employment and Economic Development, Approval of
Projects. Pursuant to the Act, an Application to the Department of Employment and Economic
Development of the State of Minnesota ("DEED") for approval the Project, together with the
various exhibits thereto required by DEED, was placed on file with the City at the time that
-notice was published, in accordance with the Act, of the Public Hearing. The Mayor, the City
Clerk, the City Finance Officer and other officers and employees of the City are authorized to
take such actions as may be required to submit the Application to DEED and obtain the approval
therof from DEED, all pursuant to and as required by the Act.
5. Preliminary approval. Preliminary approval is hereby given to the Project and the
issuance of the Bonds, in an aggregate principal amount not to exceed $4,000,000; subject,
however, to approval by DEED of the Project as tending to further the purposes and policies of
the Act, and subject to final approval by the City Council of the details of the Bonds, the
provision for payment thereof, and the forms of the legal documents to be entered into by the
City in connection therewith, The Bonds shall not constitute a charge, lien or encumbrance,
legal or equitable, upon any property of the City, except the revenues to be received from the
Borrower specifically pledged to the payment thereof, and each Bond, when, as and if issued,
shall recite in substance that such Bond, including interest thereon, is payable solely from said
revenues and funds specifically pledged to the payment thereof, and shall not constitute a debt or
pecuniary liability of the City within the meaning of any constitutional or statutory limitation.
All costs of the City relating to the issuance of the Bonds, whether or not successfully
issued, shall be paid or reimbursed by the Borrower.
The Borrower and other parties are hereby authorized to undertake preparation of such
documents as may be necessary or desirable in connection with the issuance of the Bonds,
including a loan agreement to be entered into between the Issuer and the Borrower, a trust
indenture to be entered into between the Issuer and a corporate trustee to be identified by the
Borrower, and such further legal and disclosure documents as the Borrower may determine.
6. Qualified Tax -Exempt Obligations, Pursuant to Section 265(b)(3) of the Internal
Revenue Code of 1986, as amended (the "Code"), the City hereby designates the Bonds, in an
amount not to exceed $4,000,000, as "qualified tax-exempt obligations," within the meaning of
Section 265(b)(3). The Bonds are to be issued on behalf of an organization described in Section
501(c)(3) of the Code and are to be issued as "qualified 50 1 (c)(3) bonds" under Section 145 of
the Code. The City, together with all subordinate entities thereof, does not reasonably expect to
issue tax-exempt obligations, including the Bonds (other than private activity bonds not
constituting "qualified 501(c)(3) bonds") which, when added together with all such obligations
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heretofore issued by the City in calendar year 2015, will be in an aggregate amount exceeding
$ 10,000,000 in the current calendar year.
Adopted by the City Council of the Ci't of Elk Ri this rd day of August, 2015.
� jIIK
J I Dietz, tfty—ior
Tina Allard, City Jerk
4832-5825-181351
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