RES 17-86Resolution No. 17-$y_
Resolution Consenting to the Issuance of Refunding Revenue Bonds
Under Minnesota Statutes, Chapter 462c, by the City of Otsego, for
the Refunding of Outstanding Revenue Bonds Issued by the City of Elk
River and the City of Albertville
BE IT RESOLVED by the City Council of the City of Elk River, Minnesota (the "City"),
as follows:
1. Authority and Bond Refunding. Pursuant to Minnesota Statutes, Chapter 462C,
as amended (the "Act"), the City issued its Revenue Bonds (Evans Park, Inc. Project), Series
2011, in the original aggregate principal amount of $3,600,000 (Series "2011 Bonds"), and
loaned the proceeds thereof (the "Loan") to Evans Park, Inc., a Minnesota nonprofit corporation
(the `Borrower"), to provide financing for the following facility, including related site
improvements, equipment and furnishings (the "Facilities"): a 30 -unit memory care addition to
the Borrower's then -existing senior assisted -living development known as "Guardian Angels by
the Lake," located at 13439 185`l' Lane NW, in the City of Elk River.
The Borrower has proposed that the Series 2011 Bonds be refunded in full in order to
provide refinancing for the Facilities, and has further proposed that: (i) the outstanding
Refunding Revenue Bonds (Evans Park, hic. Project), Series 2013, issued by the City of
Albertville (the "Series 2013 Albertville Bonds"), with the consent of the City of Elk River, also
be refunded in full to provide refinancing for the Borrower's original 60 -unit facility known as
"Guardian Angels by the Lake" and its 36 -unit rental independent senior housing facility known
as "Evans Park;" and (ii) the outstanding Revenue Bonds (Evans Park, Inc. Project), Series 2013,
issued by the City of Otsego, Minnesota, in the original principal amount of $10,000,000 (the
"Series 2013 Otsego Bonds"), also be refunded in full to provide refinancing for the Borrower's
Engel Haus facility, a 63 -unit independent, assisted living and memory care facility for rental to
seniors, located at 5101 Kassel Avenue NE, in the City of Albertville.
The Borrower has further proposed that refunding revenue bonds (the "Refunding
Bonds"), in one or more series, be issued therefor by the City of Otsego (the "Issuer"), to refund
in full the Series 2011 Bonds, the Series 2013 Otsego Bonds and the Series 2013 Albertville
Bonds (all collectively referred to as the "Refunded Bonds"), in accordance with the Act,
including Section 462C.14, Subd. 3, thereof, and Minnesota Statutes, Section 471.59 (sometimes
referred to as the "Refunding"), subject, among other things, to the consent of the City of Elk
River confirming the necessity of the joint action proposed to be taken.
The Borrower has further proposed that the City, the Issuer and the City of Albertville
enter into a Cooperative Agreement providing for the issuance of the Refunding Bonds by the
Issuer. The proposed form of the Cooperative Agreement has been placed on file in the offices
of the City.
2. Findings. It is hereby found, determined and declared that:
a. The Refunding will further the purposes and policies of the Act and
promote the public welfare of the City and its residents.
b. There is no litigation pending or, to the knowledge of the City, threatened
against the City relating to the Project Facilities, the Refunded Bonds or the Refunding,
or questioning the organization, powers or authority of the City to authorize the issuance
of the Refunding Bonds by the Issuer.
C. Under the provisions of the Act, the Refunding 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 or similar agreement with the
Issuer; the City will not be subject to any liability thereon; no owner of the Refunding Bonds
shall ever have the right to compel the exercise of the taxing power of the City to pay the
Refunding Bonds or the interest thereon, nor to enforce payment thereof against any
property of the City, 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 City;
and the Bonds shall not constitute or give rise to a charge against the general credit or taxing
powers of the City.
d. Within the meaning of Section 462C.14, Subd. 3, of the Act, the City
hereby confirms the necessity of the joint actions being taken pursuant hereto by the City
of Elk River, the City of Otsego and the City of Albertville, in order to successfully
effectuate the refunding of the Series 2011 Bonds, the Series 2013 Albertville Bonds and
the Series 2013 Otsego Bonds.
3. Public Hearing. A public hearing was held by the City Council of the City (the
"Public Hearing"), with respect to the issuance of the Refunding Bonds in an aggregate principal
amount not to exceed $17,500,000. The Public Hearing was called and held as required by the
Act and the provisions of section 147(f) of the Code and regulations thereunder. At the Public
Hearing all persons present were afforded an opportunity to express their views with respect to
the issuance of the Refunding Bonds.
4. Approval of Refunding and Cooperative Agreement. Approval is hereby given
to: (a) the issuance of the Refunding Bonds by the City of Otsego, in an aggregate principal
amount not to exceed $17,500,000, (b) the execution and delivery by one or more officers of the
City of the Cooperative Agreement, substantially in the form currently on file in the offices of
the City, together with such modifications thereto as are approved by the officer or officers of the
City authorized to execute the same, which approval shall be conclusively evidenced by such
execution thereof.
None of the Bonds shall constitute a charge, lien or encumbrance, legal or equitable,
upon any property of the City, or a pledge of or charge against the City's general credit or taxing
powers.
All costs of the City relating to the issuance of the Refunding Bonds, whether or not the
Refunding Bonds are successfully issued, shall be paid or reimbursed by the Borrower.
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The City hereby authorizes, ratifies and confirms the authority of the Borrower and other
parties to undertake preparation of such documents as may be necessary or desirable in
connection with the Refunding, the issuance of the Refunding Bonds and the redemption of the
Series 2011 Bonds, including such notices, loan agreements, trust indentures, and further legal
and disclosure documents as the Borrower may determine to be necessary or desirable.
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Adopted by the City Council of the City of Elk River this 18th day of December, 2017.
Jo J. D etz, Ma r
Attest: L ('
Tina Allard, City Clerk
4846-7806-7544\1