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HomeMy WebLinkAboutResolution No. 2025-103 Approving the Issuance of Revenue Refunding Bonds by City of Oakdale, MN for the benefit of Ebenezer York Assisted Living, LLCExtract of Minutes of a Meeting of the City Council of the City of Edina, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Edina, Minnesota, was duly held at the City Hall in said City on Tuesday, the 18th day of November, 2025, at 7:00 P.M. The following members were present: .A5 pleArS To. IRtectS1-1 .(2% S5e-r, ASN .114 and the following were absent: Member terou introduced the following resolution and moved its adoption: RESOLUTION NO. 2025-103 RESOLUTION GIVING HOST APPROVAL TO THE ISSUANCE OF A HOUSING AND HEALTH CARE FACILITIES REVENUE REFUNDING BONDS UNDER MINNESOTA STATUTES 462C, APPROVING A HOUSING PROGRAM, AND AUTHORIZING EXECUTION OF A JOINT POWERS AGREEMENT UNDER MINNESOTA STATUTES 462C (EBENEZER OBLIGATED GROUP) _ The motion for the adoption of the foregoing resolution was duly seconded by member „lacAt-,ste, , and after full discussion thereof and upon vote being taken thereon, the following voted in favor thereof: e.,104 TACALS , PIA-CM c24.3 Sc./‘ (")1/4446. and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 4931-3626-3029.3 RESOLUTION NO. 2025403 GIVING HOST APPROVAL TO THE ISSUANCE OF A HOUSING AND HEALTH CARE FACILITIES REVENUE REFUNDING BONDS UNDER MINNESOTA STATUTES 462C, APPROVING A HOUSING PROGRAM, AND AUTHORIZING EXECUTION OF A JOINT POWERS AGREEMENT UNDER MINNESOTA STATUTES 462C (EBENEZER OBLIGATED GROUP) WHEREAS, the City of Edina, Minnesota (the "Edina") is a statutory city and political subdivision organized and existing under the Constitution and laws of the State of Minnesota; WHEREAS, Minnesota Statutes, Chapter 462C, as amended (the "Act"), gives municipalities the power to issue revenue obligations for the purpose of financing or refinancing the cost of housing for the elderly and disabled and to enter into agreements necessary or convenient in the exercise of powers granted by the Act; WHEREAS, Minnesota Statutes, Section 471.656, as amended, authorizes a municipality to issue obligations to finance the acquisition or improvement of property located outside of the corporate boundaries of such municipality if the obligations are issued under a joint powers agreement between the municipality issuing the obligations and the municipality in which the property to be acquired or improved is located. Pursuant to Minnesota Statutes, Section 471.59, as amended, by the terms of a joint powers agreement entered into through action of their governing bodies, two or more municipalities may jointly or cooperatively exercise any power common to the contracting parties or any similar powers, including those which are the same except for the territorial limits within which they may be exercised and the joint powers agreement may provide for the exercise of such powers by one or more of the participating governmental units on behalf of the other participating units; WHEREAS, Ebenezer York Assisted Living, LLC, a Delaware limited liability company, whose sole member is Ebenezer Society, a Minnesota nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended ("Ebenezer York Assisted Living"), and Oak Meadows, a Minnesota nonprofit corporation and an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended ("Oak Meadows" and, together with Ebenezer York Assisted Living, the "Borrowers"), have proposed to (i) refund (a) the outstanding loan which funded the acquisition, construction and equipping of a senior living, assisted living and memory care facility located at 8131 Fourth Street North, Oakdale, Minnesota (the "Oak Meadows Facility"), and (b) the outstanding loan which refinanced a senior living, assisted living and memory care facility located at 3451 Parklawn Avenue in the City (the "York Gardens Facility" and together with the Oak Meadows Facility, the "Facilities"); (ii) fund certain capital improvements to the Facilities; (iii) fund one or more reserve funds to secure the timely payment of the Bonds, if necessary; and (iv) pay costs of issuance for the Bonds (collectively, the "Project"); WHEREAS, the Borrowers will be the owners and operators of the Project; 2 4911-1626-3029 3 CITY OF EDINA 4801 West 50th Street • Edina, Minnesota 55424 EdinaMN.gov • 952-927-8861 WHEREAS, in order to better leverage public funding by creating project cost efficiencies, the Borrowers have proposed that Oakdale undertake a housing finance program (the "Housing Program") to finance the Project pursuant to the Act through the issuance by Oakdale of its Housing and Health Care Facilities Revenue Refunding Bonds in one or more series in a principal amount not to exceed $25,000,000, approximately $14,000,000 of which will be used for the York Gardens Facility which is the Edina portion of the Project (the "Bonds"); WHEREAS, the Bonds will be payable solely from revenues of the Borrowers, and will not be a general or moral obligation of Edina, Oakdale, or any other political subdivision of the State of Minnesota, but will be payable solely from revenues of the Borrowers, to the extent and in the manner provided in the documents executed in connection with the issuance of the Bonds; WHEREAS, pursuant to a resolution adopted on November 10, 2025, Oakdale has preliminarily approved the issuance of the Bonds to finance the Project, including the Edina portion; WHEREAS, Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), requires that an applicable elected representative of each governmental unit in which facilities to be financed by the Bonds are located must approve the issuance of the Bonds following a public hearing; WHEREAS, pursuant to the Act, Minnesota Statutes, Sections 471.59 and 471.656, as amended, and Section 147(f) of the Code, a duly noticed public hearing on the Housing Program, the Project and the proposed issuance of the Bonds by Oakdale was held by the City Council of Edina this same date, following duly published notice, at which time all persons who desired to speak were heard; WHEREAS, there has been presented to the City Council of Edina the form of a Joint Powers Agreement anticipated to be executed upon issuance of the Bonds between Edina and Oakdale (the "Joint Powers Agreement"); WHEREAS, the Borrowers' proposal calls for Oakdale to loan the proceeds realized upon the issuance and delivery of the Bonds to the Borrowers pursuant to a loan agreement wherein the Borrowers will be obligated to pay all costs and expenses of Edina incident to the issuance of the Bonds; and WHEREAS, Edina desires to facilitate the preservation of housing facilities and health care services for the elderly and disabled within Minnesota and the efficient use of limited resources available for funding housing; and the Project will assist Edina in achieving these objectives. BE IT RESOLVED, by the City Council (the "Council") of the City of Edina, Minnesota (the "City") as follows: 1. The City Council finds that it is in the best interest of Edina to approve the issuance of the Bonds by Oakdale to finance, in part, the Project and hereby consents to the issuance of the Bonds by Oakdale for the purposes set forth above. The Housing Program is hereby approved. 3 4931-3626-3079 3 CITY OF EDINA 4801 West 50th Street • Edina, Minnesota 55424 EdinaMN.gov • 952-927-8861 2. Upon payment by the Borrowers of any expenses, costs, and applicable fees charged by Edina, if any, Edina hereby consents to and approves the issuance of the Bonds by Oakdale to finance the Project. 3. The Joint Powers Agreement is approved in substantially the form submitted. Edina hereby authorizes and directs the Mayor and the City Clerk of Edina to execute and deliver the Joint Powers Agreement with such omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City Clerk, in their discretion, shall determine, and the execution thereof by the Mayor and the City Clerk shall be conclusive evidence of such determination. The Mayor and City Clerk are authorized and directed to execute any additional documents deemed necessary to carry out the intentions of this resolution and to complete the financing described herein, so long as Edina staff and legal counsel approve such documents. 4. In no event shall the Bonds ever be payable from or charged upon any funds of Edina; nor shall Edina be subject to any liability thereon; no owners of the Bonds shall ever have the right to compel the exercise of the taxing power of Edina to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of Edina; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of Edina; and the Bonds do not constitute an indebtedness of Edina within the meaning of any constitutional or statutory limitation. The City Clerk, staff and legal counsel are authorized and directed to take all necessary action to implement this Resolution. 5. The Borrowers have agreed and it is hereby determined that any and all costs incurred by Edina in connection with the financing of the Project will be paid by the Borrowers, whether or not the Project is carried to completion and whether or not Oakdale issue the Bonds. 6. The City Council hereby gives the host approval r quired under Section 147(f) of the Code and, pursuant to Minnesota Statutes, Section 471.656, d. 2(2), the City Council hereby consents to the issuance of the Bonds by Oakdale. Adopted by the City Council of the City of Edina 2025. esota, this 1 8th day of November, James B ovland, Mayor 4 4931-3626-3029 3 CITY OF EDINA 4801 West 50th Street • Edina, Minnesota 55424 EdinaMN.gov • 952-927-8861 STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF EDINA I, the undersigned, being the duly qualified and acting City Clerk of the City of Edina, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City duly called and held on the date therein indicated, insofar as such minutes relate to granting host approval to the issuance of a revenue bonds for a project in the City. WITNESS my hand this day of , 2025. Sharon Allison, City Clerk 5 4931-1626-3029 3 CITY OF EDINA 4801 West 50th Street • Edina, Minnesota 55424 EdinaMN.gov • 952-927-8861