98-080 RESRESOLUTION 98-80
RES OLUTION GIVING PRELIMINARY APPROVAL TO AND CALLING A
PUBLIC HEARTNG ON PROPOSED HEALTH CARE FACILITIES PROJECTS
AND THE PROPOSED ISSUANCE THEREFOR OF REVENUE BONDS BY THE
CITY OF ELK RIVER, MINNESOTA PURSUANT TO A JOINT POWERS
AGREEMENT TO BE ENTERED INTO IN CONNECTION THEREWITH
WHEREAS, the City Council of the City of Elk River, Minnesota (the "City"),
has received a request from the entities listed in Exhibit A (such entities collectively referred
to as the "Borrowers"), for the City, or one of the other Participating Jurisdictions described
below if so determined by the City and the other Participating Juris -tions, to issue its
revenue bonds (the "Bonds") in an aggregate principal amount not to ,. xceed $15,000,000
pursuant to the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Sections
469.152 to 469.1651, as amended (the "Industrial Development Act"), and the Municipal
Housing Programs Act, Minnesota Statutes, Chapter 462C, as amended (the "Housing
Programs Act," and together with the Industrial Development Act, the "Revenue Bond Acts");
and
WHEREAS, the Borrowers have represented, to the City that a portion of the
proceed of the Bgnd_s (the. "Guardian Angels portion") woul_d be loaned to Guardian Angels
Health Services, Inc., a Minnesota nonprofit corporation, t$~p-a~, costs of the Guardian Angels
Projects described in Exhibit B (the "Guardian Angels Projects"); and
WHEREAS, the Borrowers have represented to the City that proceeds of the
Bonds not constituting a part of the Guardian Angels Portion would be applied to finance or
refinance costs of acquiring, constructing, equipping and furnishing certain facilities of the
other Borrowers located in one or more of the Participating Jurisdictions (defined below);
and
WHEREAS, the Borrowers request that the City enter into a Joint Powers
Agreement with the jurisdictions listed in Exhibit C (such jurisdictions collectively referred
to with the City as the "Participating Jurisdictions") in connection with the proposed issuance
of the Bonds; and
WHEREAS, the Borrowers have represented to the City that Minnesota
Statutes, Section 471.59 (the "Joint Powers Act" and, taken collectively with the Revenue
Bond Acts, sometimes referred to together as the "Acts"), provides that two or more
governmental units, by agreement entered into through action of their governing bodies, ma)'
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, the Borrowers have represented to the City that in connection
with revenue bonds issued under the Industrial Development Act, Section 469.155, Subd. 9
provides for intergovernmental 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 the Housing Programs
Act, Section 462C. 14, Subd. 3 provides for joint action between cities and housing and
redevelopment authorities pursuant to the Joint Powers Act, and contracts 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 Borrowers have represented to the City that the City and the
Participating Jurisdictions are "govemmental units" under the Joint Powers Act and
"municipalities" or "redevelopment agencies" under the Industrial Development Act and
each has the power to issue bonds under the Industrial Development Act;
WHEREAS, the Borrowers have represented to the City that the City, is a
"city" under the Housing Programs Act with power to issue bonds under the Housing
Programs Act;
WHEREAS, the Borrowers have represented to the City that pursuant to
Section 147(0 of the Internal Revenue Code of 1986, as amended, it is necessary for the City
to conduct a public hearing before the City issues the Bonds';
WHEREAS, the Borrowers have agreed to reimburse the City for the cost of
publication of notice of the hearing in the official newspaper of the City, together with any
legal fees to be incurred by the City and any loss or expense of the City for its inability (due
to the issuance of the Bonds) to designate the City's bonds in 1998 as "qualified tax-exempt"
obligations, as well as any other costs incurred by the City related to the Joint Powers
Agreement; and
NOW, THEREFORE, be it resolved by the City Council of the CiB' of Elk
River, Minnesota, that:
1. The City Council shall hold a public hearing on the issuance of the
Bonds on Monday, July 27, at 7:00 o'clock P.M., at the City Hall, 13065 Orono Parkway,
Elk River, Minnesota. The City Clerk or any employee of the City shall publish or cause to
be published a legal notice in connection therewith, substantially in the form attached hereto
as Exhibit D.
2. The proposal to finance and refinance the Guardian Angels Projects is
hereby given preliminary approval, subject to holding a public hearing thereon and the
Council's adoption in its sole and absolute discretion of a definitive Bond Resolution.
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3. The issuance of one or more series of revenue bonds (the "Bonds"),
pursuant to a Joint Powers Agreement (the "Joint Powers Agreement") between the City and
the Participating Jurisdictions, in substantially the form now on file in the offices of the City
and presented to this meeting, and all pursuant to the Acts, the Bonds to be in an aggregate
principal amount not to exceed approximately $15,000,000, and to be issued in part to finance
and refinance the Guardian Angels Projects, is hereby approved, subject to holding a public
hearing and the Council's approving in its sole and absolute discretion a definitive Bond
Resolution.
4. Guardian Angels Health Care Services, Inc, the other Borrowers, Faegre
& Benson LLP, as bond counsel, officers of the City, and other City representatives and
officials together with officers of the other Joint Powers Jurisdictions are also authorized to
initiate the preparation of such loan agreements, indentures and related documents as may be
necessary or appropriate to the financing and refinancing of the projects to be financed and
refinanced from the proceeds of the Bonds so that, when and if this Council gives its f'mal
approval thereto, such financing and refinancing may be carried out expeditiously.
5. In no event shall the Bonds ever be payable from or charged upon any
funds of the City other than amounts payable under the revenue agreements which are to be
pledged to the payment thereof; no holder of the Bonds shall ever have the right to compel the
exercise of the taxing power of the City to pay the Bonds or the interest thereon, nor enforce the
paYment thereof.against any property of the City other thari the City's interest in the Project
facilities; the B6nds §hall not constitute a general or moral-'6Bligation of the City or a charge,
lien or encumbrance, legal or equitable, upon any property of the City; and the Bonds do not
constitute an indebtedness of the City within the meaning of any constitutional, statutory, or
charter limitation.
Adopted this t/F t~'day of
,1998.
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LIST OF 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.
A-1
EXHIBIT B
PROJECT DESCRIPTION
The Guardian Angels Projects consist of the following:
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 (referred to as the
"1998 Project"); and
2. The refunding in whole (referred to as the "Bond Refunding") of the Housing
and Redevelopment Authority of Sherburne 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 addition and certain improvements to the
Guardian Angels .Care Center.
B-1
EXHIBIT C
PARTICIPATING JURISDICTIONS
o
Housing and Redevelopment Authority of the City' of Saint Paul, Minnesota.
Washington County Housing and Redevelopment Authority.
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C-1
The aggregate face amount of the Bonds will not exceed $15,000,000, with not more than
$4,500,000 thereof constituting the Guardian Angels Portion.
The hearing will be held in City Hall, located at 13065 Orono Parkway, Elk River,
Minnesota on Monday, July 27, at .. o'clock __M. At such time and place the City
shall give all parties who appear or submit written comments an opportunity to express their
views with respect to the proposal. With respect to the 1998 Project, a draft copy of the
proposed Application to the Minnesota Department of Trade and Economic Development,
together with all attachments and exhibits will be available for public inspection following
publication of this notice, at City Hall, Monday to Friday, except legal holidays, from 8:00
o'clock A.M. to 4:30 o'clock P.M., to and including the date of the hearing.
Dated
.,1998.
/s/
City Clerk
M 1:390600.03
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