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98-084 RES Extract of Minutes of Meeting of the City Council of the City of Elk River, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Elk River, Minnesota was duly held at the City Hall, on Monday, the 27th day of July, 1998, at 6 o'clock P.M. The following Council members were present: ltmyor Duitsman, Councilmembers Dietz, Thompson, Farber, and Holmgren and the following were absent: None The Mayor announced that this was the time and place for a public hearing on a proposal for the undertaking and financing of a health care facilities project and the issuance of revenue bonds by the City therefor on behalf of Guardian Angels Health Services, Inc., a Minnesota nonprofit corporation. The following persons appeared: No one appeared to speak on this item. After all persons present had an opportunity to express their views, the hearing was closed. The Mayor announced that this was the time and place for a public hearing on a proposal for the undertaking of a housing program and financing of a housing programs project and the issuance of revenue bonds by the City therefor on behalf of Evans Park, Inc., a Minnesota nonprofit corporation. The following persons appeared: After all persons present had an opportunity to express their views, the hearing was closed. Council member Itolmgren then introduced the following written resolution, the reading in full thereof having been dispensed with by unanimous consent, and moved the adoption thereof: 2 RESOLUTION # 98-84 APPROVING A HOUSING PROGRAM AND OTHER PROJECTS AND PROVIDING FOR THE ISSUANCE AND SALE OF POOLED REVENUE BONDS PURSUANT TO MINNESOTA STATUTES, CHAPTER 462C, MINNESOTA STATUTES, SECTIONS 469.152 TO 469.1651, AND MINNESOTA STATUTES, SECTION 471.59 TO PROVIDE FUNDS FOR HOUSING, HEALTH CARE FACILITIES, AND SOCIAL SERVICE FACILITIES PROJECTS PURSUANT TO A JOINT POWERS AGREEMENT TO BE ENTERED INTO IN CONNECTION THEREWITH BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELK RIVER: 1. Authori _ty. The City of Elk River (the "City") is by the laws of the State of Minnesota, including Minnesota Statutes, Sections 469.152 to 469.1651, as amended (the "Industrial Development Act"), Minnesota Statutes, Chapter 462C, as amended (the "Housing Programs Act"), and Minnesota Statutes, Section 471.59, as amended (the "Joint Powers Act," and together with the Industrial Development Act and the Housing Programs Act, collectively, the "Acts") authorized to issue and sell its revenue bonds for the purpose of financing and refinancing costs of authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Acts. Pursuant to the Joint Powers Act, the City, the Housing and Redevelopment Authority of the City of Saint'Paul and the Washington County Housing and Redevelopment Authority (collectively referred to as the "Participating Jurisdictions") have been requested to enter into a Joint Powers Agreement (as further described herein, the "Joint Powers Agreement") under which the City would issue its Pooled Revenue Bonds (CareChoice Member Projects), Series 1998 (as further described herein, the "Bonds") on behalf of itself and the other Participating Jurisdictions. 2. The Bonds and the Proiects. Amherst H. Wilder ("Wilder"), Guardian Angels Health Services, Inc. ("Guardian Angels"), and Evans Park, Inc. ("Evans Park"), (Wilder, Guardian Angels and Evans Park are collectively referred to as the "Borrowers"), have proposed to this Council that the City undertake a housing program in the form attached hereto as Exhibit A (the "Housing Program"), as well as the various projects described in the Joint Powers Agreement (such Housing Program and projects, as further described herein, collectively referred to as the "Projects"), and that the City issue and sell the Bonds in substantially the form set forth in the hereinafter-mentioned Consolidated Indenture, pursuant to the Acts, on behalf of itself and the Participating Jurisdictions, and loan the proceeds thereof to the Borrowers to finance or refinance the Projects, all located in one or more of the Participating Jurisdictions (all as further described in the Joint Powers Agreement). A portion of the proceeds of the Bonds (the "Guardian Angels Portion") would be loaned to Guardian Angels to pay costs of the Guardian Angels Projects described in Exhibit B hereto, (the "Guardian Angels Projects") and a portion of the proceeds of the Bonds (the "Evans Park Portion") would be loaned to Evans Park to pay costs of the Housing Program and Evans Park Projects described in Exhibit C hereto, (the "Evans Park Projects"). The proceeds of the Bonds not constituting a part of the Guardian Angels Portion or the Evans Park Portion would be applied to finance costs of acquiring, constructing, equipping and furnishing certain facilities of Wilder located in one or more of the Participating Jurisdictions, (as further described in Exhibit D hereto, the "Wilder Projects"). The Guardian Angels Projects, the Evans Park Projects and the Wilder Projects are collectively referred to as the "Proj ecU." 3. Public Hearings. This Council conducted a public hearing on Monday, July 27, 1998, on the proposal to undertake the Guardian Angels Projects and issue bonds therefor, this Council also conducted a public hearing on Monday, July 27, 1998, on the proposal to undertake the Housing Program and Evans Park Projects and issue bonds therefor. 4. Approval of Housing Program and Projects. The Housing Program referred to above is hereby approved and adopted by the City. The Projects are hereby approved. 5. Documents Presented. Forms of the following documents relating to the Bonds have been submitted to the City and are now on file in the offices of the City Clerk: a. Joint Powers Agreement (the "Joint Powers Agreement") dated as of August 1, 1998, between the City and the other Participating Jurisdictions, whereby the City agrees to issue the Bonds on behalf of itself and the other Participating Jurisdictions, pursuant to the Acts, in order to provide financing and refinancing for the Projects. b. Loan Agreement (the "Series 1998 A Loan Agreement") dated as of August 1, 1998, between the City and Wilder, whereby the City agrees to make a loan to Wilder (the "Series 1998 A Loan") of a portion of the gross proceeds of sale of the Bonds and Wilder agrees to complete the Wilder Projects, and to pay or cause to be paid amounts in repayment of the Series 1998 A Loan; and c. Loan Agreement (the "Series 1998 B Loan Agreement") dated as of August 1, 1998, between the City and Guardian Angels, whereby the City agrees to make a loan to Guardian Angels (the "Series 1998 B Loan") of a portion of the gross proceeds of sale of the Bonds and Guardian Angels agrees to complete the Guardian Angels Projects, and to pay or cause to be paid amounts in repayment of the Series 1998 B Loan; and d. Loan Agreement (the "Series 1998 C Loan Agreement" and together with the Series 1998 A Loan Agreement and the Series 1998 B Loan Agreement, collectively referred to as the "Loan Agreements") dated as of August 1, 1998, between the City and Evans Park, whereby the City agrees to make a loan to Evans Park (the "Series 1998 C Loan") of a portion of the gross proceeds of sale of the Bonds and Evans 2 Park agrees to complete the Evans Park Projects, and to pay or cause to be paid amounts in repayment of the Series 1998 C Loan; and e. Trust Indenture (the "Indenture") dated as of August 1, 1998, between the City and Norwest Bank Minnesota, National Association, as Trustee (the "Trustee"), setting forth the general terms and provisions of the Bonds and setting forth proposed recitals, covenants and agreements relating thereto; and f. First Supplemental Trust Indenture (the "First Supplemental Indenture" and together with the Indenture, collectively referred to as the "Consolidated Indenture") dated as of August 1, 1998, between the City and the Trustee, supplementing the Indenture and setting forth the terms and provisions of the Bonds, and pledging revenues, including those to be derived from the Loan Agreements, as security for the Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; and g. Combination Mortgage, Security Agreement and Fixture Financing Statement and Assignment of Leases and Rents (the "Series 1998 B Mortgage") dated as of August 1, 1998, from Guardian Angels to the City, granting a mortgage lien on and security interest in the Series 1998 B Project Facilities, as mortgaged thereunder, in order to provide security for Guardian Angels' obligations under the Series 1998 B Loan Agreement; and h. Combination Mortgage, Security Agreement and Fixture Financing Statement and Assignment of Leases and Rents (the "Series 1998 C Mortgage" and together with the Series 1998 B Mortgage, collectively referred to as the "Mortgages") dated as of August 1, 1998, from Evans Park to the City, granting a mortgage lien on and security interest in the Series 1998 C Project Facilities, as mortgaged thereunder, in order to provide security for Evans Park's obligations under the Series 1998 C Loan Agreement; and i. Guaranty Agreement (the "Series 1998 C Guaranty") dated as of August 1, 1998, from Guardian Angels of Elk River, Inc., a Minnesota nonprofit corporation (the "Series 1998 C Guarantor") to the Trustee, guaranteeing Evans Park's obligations under the Series 1998 C Loan Agreement (this document not to be executed by the City); and j. Assignment of Mortgage (the "Series 1998 B Assignment") dated as of August 1, 1998, from the City to the Trustee, by which the City assigns to the Trustee its interest in the rights granted by Borrower 1998 B to the Mortgagee under the Series 1998 B Mortgage, and all with respect to the property mortgaged under the Series 1998 B Mortgage; and 3 k. Assignment of Mortgage (the "Series 1998 C Assignment" and together with the Series 1998 B Assignment, collectively referred to as the "Assignments") dated as of August 1, 1998, from the City to the Trustee, by which the City assigns to the Trustee its interest in the rights granted by Borrower 1998 C tO the Mortgagee under the Series 1998 C Mortgage, and all with respect to the property mortgaged under the Series 1998 C Mortgage; and 1. Continuing Disclosure Agreement (the "Disclosure Agreement") dated as of August 1, 1998, between the Borrower and the Trustee, providing that the Borrowers make certain ongoing disclosures with respect to the Bonds, as more fully set forth therein (this document not to be executed by the City); and m. Bond Purchase Agreement (the "Bond Purchase Agreement"), by and between Piper Jaffray, Inc., U.S. Bancorp Investments, Inc. and Miller, Johnson & Kuehn Incorporated (the "Original Purchasers"), the Borrowers, and the City, providing for the purchase of the Bonds from the City by the Original Purchasers and setting the terms and conditions of purchase; and n. Preliminary Official Statement, the form of the Preliminary Official Statement, together with the insertion of such underwriting details as the interest rates to be borne by the Bonds and related matters, intended to constitute the form of the final Official Statement, describing the offerihg of the Bonds, and certain terms and provisions of the foregoing documents (this document not to be executed by the City). 6. Findings. It is hereby found, determined and declared that: a. There is no litigation pending or, to the actual knowledge of the City, threatened against the City relating to any of the Projects or to the Bonds, the Joint Powers Agreement, the Loan Agreements, the Consolidated Indenture, the Mortgages, the Assignments or the Bond Purchase Agreement or questioning the organization, powers or authority of the City to issue the Bonds or execute such agreements. b. The execution, delivery and performance of the City's obligations under the Bonds, the Joint Powers Agreement, the Consolidated Indenture, the Loan Agreements, the Assignments and the Bond Purchase Agreement do not and will not violate any order of any court or any agency of government of which the City is aware or in any proceeding to which the City is a party, or any indenture, agreement or other instrument to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. c. The Bonds are to be issued by the City upon the terms set forth in the Consolidated Indenture, under the provisions of which the City's interests in the Loan Agreements will be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds (except for certain rights to indemnity, repayment of advances and payment of fees and expenses). d. Under the provisions of the Acts, and as provided in the Loan Agreements and Consolidated Indenture, the Bonds are not and shall not be payable from or charged upon any funds other than amounts payable pursuant to the Loan Agreement, and moneys in the funds and accounts held by the Trustee under the Consolidated Indenture which are pledged to the payment thereof; the City is not subject to any liability thereon; no owners of the Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the 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 each Bond issued under the Indenture shall recite that such Bond, including interest thereon, shall not constitute or give rise to a charge against the general credit or taxing powers of the City. e. Based solely on representations made to the City by Guardian Angels, it is hereby found, determined and declared that the Guardian Angels Projects further the purposes set forth in the Industrial Development Act in that the purpose of the Guardian Angels Projects is and the effect thereof will be to promote the public welfare by the enhancement of the provision of health care services in the community. f. Based solely on representations made to the City by Evans Park, it is hereby found, determined and declared that the Evans Park Projects further the purposes set forth in the Housing Programs Act in that the purpose of the Evans Park Projects is and the effect thereof will be to promote the public welfare by the enhancement of the provision of affordable elderly housing facilities and related services in the community. 7. Approval and Execution of Documents. The forms of Joint Powers Agreement, Loan Agreements, Indenture, First Supplemental Indenture, Bond Purchase Agreement, Mortgages and Assignments referred to in paragraph 2, are approved. The Joint Powers Agreement, Loan Agreement, Indenture, First Supplemental Indenture, Bond Purchase Agreement, Mortgages and Assignments are hereby authorized for execution in the name and on behalf of the City by one or more officers of the City at such time, if any, as they may deem appropriate, in substantially the form on file, but with all such changes therein, as may be approved by the officers executing the same and acceptable to Briggs and Morgan, in its capacity as special counsel to the City in connection with the issuance of the Bonds, which approval shall be conclusively evidenced by the execution thereof, and then shall be delivered to the Trustee. 8. Approval, Execution and Delivery of Bonds. The City is authorized to issue the Bonds, in the form and upon the terms set forth in the Consolidated Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof; provided, however, that the maturities of the Bonds, the interest rates thereon, and the rights of optional or mandatory redemption with respect thereto shall all be as set forth in the final form of Consolidated Indenture to be executed and delivered by the officers of the City authorized to do so by the provisions of this Resolution, which approval shall be conclusively evidenced by such execution and delivery; and provided further that, in no event, shall such maturities exceed 30 years, shall the net interest cost for the Bonds exceed 6.75% per annum or shall the aggregate principal amount exceed $14,000,000. The officers of the City are authorized to execute the Bonds as prescribed in the Consolidated Indenture and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2.03 of the First Supplemental Indenture, for authentication, registration and delivery to the Original Purchasers. As provided in the Consolidated Indenture, each Bond shall contain a recital that it is issued pursuant to the Acts, and such recital, to the extent provided or permitted by law, shall be conclusive evidence of the validity and regularity of the issuance thereof. 9. Official Statement. The City hereby consents to the circulation by the Original Purchasers of the Official Statement in offering the Bonds for sale; provided, however, that the City has not participated and will not participate in the preparation of the Official Statement and has not and will not undertake to independently verify the information in the Official Statement. The City takes no responsibility for, and makes no representations or warranties as to, the sufficiency, accuracy or completeness of the Official Statement. 10. Certificates, etc. Officers of the City are authorized to prepare and furnish to Bond Counsel and the purchasers of the Bonds certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 11. Nature of City's Obligations. All covenants, stipulations, obligations, representations, and agreements of the City contained in this Resolution or contained in the aforementioned documents shall be deemed to be the covenants, stipulations, obligations, representations, and agreements of the City to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations, representations, and agreements shall be binding upon the City. Except as otherwise provided in this Resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed upon the City by the provisions of this Resolution or of the aforementioned documents shall be exercised or performed by such officers, board, body or agency as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the documents referred to above shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any council 6 member, officer, agent, or employee of the City in that person's individual capacity, and neither the City Council nor any officer or employee executing the Bonds or such documents shall be liable personally on the Bonds or be subject to any representation, personal liability or accountability by reason of the issuance thereof. No provision, representation, covenant or agreement contained in the Bonds or in any other document related to the Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give rise to a general or moral obligation, or indebtedness or pecuniary liability of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in the Bonds or in any other document related to the Bonds, the City has not obligated itself to pay or remit any funds or revenues, other than the Trust Estate described in the Consolidated Indenture. 12. Authorized Officers. The Bonds and the documents referred to herein are authorized to be executed on behalf of the City by any of its Mayor, City Clerk, City Administrator or Finance Officer; provided that in the event any of the officers of the City authorized to execute documents on behalf of the City under this Resolution shall have resigned or shall for any reason be unable to do so, any member of the City Council of the City, or any officer or employee of the City, is hereby directed and authorized to do so on behalf of the City, with the same effect as if executed by any officer specifically authorized to do so in the Consolidated Indenture or this Resolution. Adopted: July 27 , 1998 7 EXHIBIT A HOUSING PROGRAM RELATING TO THE ISSUANCE OF CITY OF ELK RIVER REVENUE BONDS UNDER MINNESOTA STATUES, CHAPTER 462C, IN PART FOR THE FINANCING AND REFINANCING OF ELDERLY HOUSING DEVELOPMENTS, ON BEHALF OF EVANS PARK, INC. 1. Local Housing Policy. The City's housing policies are currently set forth in the City's Comprehensive Plan and in related plans and documents. This Housing Program has been developed pursuant thereto, all in accordance with and as contemplated by Minnesota Statutes, Chapter 462C, as amended (sometimes referred to herein as the "Act"). Under the Act, the City, prior to issuing revenue bonds or other obligations with respect to a multi-family housing development, as described in Section 462C.05, subd. 4, thereof, or a combination health care and elderly housing development, as described in Section 462C.05, subd. 7, is to adopt a program setting forth the information required by the Act, including but not limited to Section 462C.05, Subd. 6, of the Act. This Program advances the City's stated housing goals by enhancing and increasing the City's supply of affordable rental housing facilities for elderly persons at reasonable rental rates, and through the renovation, upgrading and improvement of the City's existing housing facilities, all as authorized, contemplated and prescribed by the Act. 2. Program. This Housing Program comprises an effort by the City to advance its housing and related health care goals by providing financing and refinancing for the elderly housing developments described in paragraph 4 below (sometimes referred to herein generally in the aggregate as the "Facilities"). The proposed refinancing of a portion of the Facilities is anticipated to produce debt service savings that will permit the maintenance of rates and charges at the most reasonably affordable levels. The proposed construction, rehabilitation and improvement of the Facilities is expected to increase the City's supply of affordable rental housing facilities for elderly persons and to maintain and enhance the quality and livability of the Facilities for residents. The method of financing to be advanced for this Program shall consist of the issuance of revenue bonds (the "Bonds") by the City, on behalf of the jurisdictions listed in Exhibit 1 hereto (the "Participating Jurisdictions"), pursuant to the provisions of the Act and a joint powers agreement to be entered into between the Issuer and the Participating Jurisdictions under the provisions of Minnesota Statutes, Section 471.59, as amended (the "Joint Powers Agreement"). The proceeds of the Bonds will be loaned to the entities named in Exhibit 2 hereto (the "Borrowers") pursuant to individual loan agreements with the City to provide for the repayment of each Borrower's loan. A portion of the proceeds of the Bonds (the "Evans Park Loan") shall be loaned to Evans Park, Inc., a Minnesota nonprofit corporation (referred to herein as "Evans Park"), to provide permanent financing and refinancing for the Facilities, and repayment of the Evans Park Loan shall be provided for by Evans Park entering into a A-1 loan agreement with respect to the Facilities (the "Evans Park Loan Agreement"). Under the Evans Park Loan Agreement, Evans Park will agree to make or cause to be made payments sufficient to provide for payment in full of all principal of, premium, if any, and interest on the Evans Park Loan when due. Additional security may be provided for the Bonds as determined by the original purchasers of the Bonds, including loan agreements and security agreements from the other Borrowers. Of the not to exceed $14,000,000 aggregate principal amount of Bonds to be issued under the Joint Powers Agreement, the amount of the Evans Park Loan is to be not in excess of $9,000,000. This Housing Program consists, in part, of the refinancing of taxable mortgage indebtedness currently outstanding with respect to a portion of the Facilities and the rehabilitation, renovation, improvement and equipping of such Facilities. With respect to each aspect of this Program involving the refinancing of taxable indebtedness of Evans Park, Evans Park will undertake at least the minimum amount of rehabilitation with respect to such aspect of the Program as is required under Section 462C.05, subd. 1. It is anticipated that the timetable for the financing will be carried out on an expedited basis and be concluded by not later than the end of the current calendar year. This Program is contemplated to be undertaken pursuant to Section 462C.05, subds. 4 and 7, of the Act and, therefore, it is contemplated that there shall be no specific limitation on the gross income of the occupants. Program requirements as to the Facilities are to be monitored by the City or private parties, as will be provided in the applicable agreements to be entered into in connection with the issuance of the Bonds. The content and sufficiency of this Housing Program have been verified by Evans Park. 3. Need for the Program. This Program is needed as a means of implementing the City's stated housing goals, as provided in the Act and the City's Comprehensive Plan. The Comprehensive Plan recognizes and is consistent with a goal of maintaining and improving the number of units of affordable housing for elderly persons and families in the City. Finally, the City believes that accomplishment of its housing goals should occur through private development, supported by government financing programs. By virtue of issuing the Bonds and providing financing and refinancing for the Facilities, the City will be assisting in the improvement of and the reduction of the overall costs of operating the Facilities. 4. Description of Facilities. The Facilities which are to be the subject of the proposed financing consist of the existing 36-unit rental housing facility for the elderly located at 300 Evans Avenue in the City (commonly known as "Evans Park"), together with an approximately 60-unit assisted living facility to be developed and to be located at Joplin Street and U.S. Highway 10, in the City (all of such facilities being referred to in the aggregate as the "Facilities"). The existing Facilities are currently owned by, and the new Facilities will be owned by, Evans Park, Inc., a Minnesota nonprofit corporation (referred to herein as the "Borrower"). It is anticipated that the proceeds of the Bonds may also be used, in part, to pay for certain costs of issuance of the Bonds, to the extent such costs are reasonable and are within an amount equal to 2.00% of the proceeds of the Bonds, and to fund necessary reserves, including a debt service reserve fund. Issuance costs in excess of A-2 available bond proceeds are to be paid for by the Participating Borrowers from funds other than proceeds of the Bonds. A-3 EXHIBIT 1 (To the Housing Program) PARTICIPATING JURISDICTIONS Housing and Redevelopment Authority of the City of Saint Paul, Minnesota. Washington County Housing and Redevelopment Authority. A-4 EXHIBIT 2 (To the Housing Program) PARTICIPATING 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-5 EXHIBIT B 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; provided, however, that the aggregate principal amount of the Bonds shall not exceed $14,000,000: 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 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 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 $9,00,000; provided, however, that the aggregate principal amount of the Bonds shall not exceed $14,000,000: 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 fhcility; and 2. The financing of costs of acquisition, construction, equipping and furnishing 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. C-1 EXHIBIT D Wilder Projects The Wilder Projects consist of the following, and the amount of Bond proceeds used for Guardian Angels shall not exceed $2,800,000; provided, however, that the aggregate principal amount of the Bonds shall not exceed $14,000,000: The acquisition, construction and reconstruction (including equipment and furnishings) of improvements to the corporation's existing conference center and retreat facility located at 1489 Ostlund Trail North, in Stillwater, Minnesota, including renovation and remodeling of the facility and such site improvements as may be necessary or desirable (the "Washington County Portion"), and 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 (collectively, the "St. Paul Portion"): 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 Humbol ~: Ave., A nursing home facility located at 512 Humboldt Ave., A social service office facility providing social services in connection with an assisted living facility, each located at 280 Ravoux Street, A social service office facility providing social services in connection with an assisted living facility; each located at 469 Ada Street, and A social service office facility providing social services in connection with an assisted living facility, each located at 1000 Edgerton Street. M1:399336.02 D-1