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Resolution No. 15- 58 RESOLUTION AUTHORIZING AND PROVIDING FOR THE ISSUANCE AND SALE OF HEALTH CARE FACILITIES REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF UP TO $4,000,000, AT THE REQUEST OF GUARDIAN ANGELS HEALTH SERVICES, INC., AND APPROVING FORMS OF DOCUMENTS REQUIRED IN CONNECTION THEREWITH 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, Sections 169.152 to 469.1651, as amended (the "Act"), the Issuer is authorized to issue 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 for authorized projects, all as further provided in the Act. Such bonds are authorized to be secured by a pledge of the revenues to be derived from a loan or other revenue agreement, 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. The Bonds and the Project. Guardian Angels Health Services, Inc., a Minnesota nonprofit corporation (the "Borrower") has proposed to undertake a project consisting of the renovation and improvement of and the installation of equipment and furnishings in the Guardian Angels Care Center, located at 400 Evans Avenue in the City (the "Project"). The Borrower has further proposed that, in order to provide financing for Project, the Issuer issue and sell its Health Care Facilities Revenue Bonds (Guardian Angels Health Services, Inc. Project), Series 2015B, in one or more series, in an aggregate principal amount of not to exceed $4,000,000 (the "Bonds"), pursuant to the Act, and loan the proceeds thereof to the Borrower under terms and conditions requiring the Borrower to undertake and complete the Project, and to make loan repayments at times and in amounts sufficient to provide for payment. of the Bonds in full, when due. 3. Documents Presented. Forms of the following documents relating to the Project and the issuance of the Bonds have been submitted to the Issuer and are now on file in the offices of the City Clerk: a. Loan Agreement (the "Loan Agreement") between the Issuer and the Borrower; and b. Trust Indenture (the "Indenture") of even date with the Loan Agreement, between the Issuer and U.S. Bank. National Association, as trustee (the "Trustee"); and C. Bond Purchase Agreement (the "Bond Purchase Agreement"), by and between Northland Securities, Inc. (the "Underwriter"), the Borrower and the Issuer; and