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HomeMy WebLinkAbout6049 - ADMIN Resolution - City Council - 1978/06/271 1 1 RESOLUTION NO. 6049 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA APPROVING THE ISSUANCE AND SALE OF $14,660,000 CITY OF ST. LOUIS PARK HOSPITAL FACILITIES REVENUE BONDS (METHODIST HOSPITAL ISSUE), SERIES A; AND APPROVING AND AUTHORIZING EXECUTION OF LOAN AGREEMENT, TRUST INDENTURE AND CONTRACT OF PURCHASE AND CONSENTING TO USE OF OFFICIAL STATEMENT RELATING THERETO BE IT RESOLVED by the City Council of the City of St. Louis Park, Minnesota, as follows: 1. The City is, by the Constitution and Laws of the State of Minnesota, including Chapter 474, Minnesota Statutes, as amended (the "Act") authorized to issue and sell its revenue bonds for the purpose of financing the cost of construction of authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act. On November 7, 1977, the City Council gave preliminary approval to a proposal to issue up to $19,800,000 revenue bonds pursuant to the Act to finance the Project hereinafter described. 2. Pursuant to the Act, this Council proposes that the City shall issue and sell its City of St. Louis Park Hospital Facilities Revenue Bonds (Methodist Hospital Issue), Series A (the "Series A Bonds"), pursuant to the Act and loan the proceeds thereof to Methodist Hospital (the "Hospital") to provide funds for (i) the acquisition and betterment of hospital facilities, including construction of additions to and remodeling the existing hospital buildings, site improvements and acquisition and installation of hospital equipment (the "Project"), all as more particularly defined in the Loan Agree- ment and Indenture hereinafter referred to, and (ii) providing for a Reserve Fund in an amount equal to the maximum amount of principal of and interest on the Series A Bonds in any year, for a portion of the capitalized interest for the 24 month estimated construction period, and for underwriters' discount, fees and expenses of bond issuance. 3. Forms of the following documents relating to the Project have been submitted to the City Council and are now on file in the office of the City Clerk: (a) Loan Agreement, dated as of June 1, 1978, between the City and the Hospital, whereby the City agrees to make a loan to the Hospital and the Hospital agrees to complete the Project and to pay amounts sufficient to provide for the prompt payment of the principal of and interest on the Series A Bonds; that: (b) Trust Indenture, dated as of June 1, 1978, (the "Indenture") between the City and the First National Bank of Minneapolis, as Trustee, pledging the revenues to be derived from the Loan Agreement as security for the Series A Bonds and setting forth proposed recitals, covenants and agreements relating thereto; (c) Combination Mortgage and Security Agreement, dated as of June 1, 1978 (the "Mortgage") between the Hospital and the Trustee whereby, subject to Permitted Encumbrances described therein and in the Indenture, the Hospital grants a first lien on the Methodist Hospital buildings, the sites thereof, the hospital equipment therein and the parking lots adjacent thereto (this docu- ment not to be executed by the City); (d) Contract of Purchase, dated June 27, 1978 proposed to be made and entered into by and among Kidder, Peabody & Co. Incorporated and Piper, Jaffray & Hopwood Incorporated, as representatives of the underwriters, the Hospital and the City, establishing the terms of purchase, sale and delivery of the Series A Bonds; and (e) Preliminary Official Statement dated as of June 16, 1978 and final Official Statement dated as of June 27, 1978 describing the offer of the Series A Bonds, the terms and provisions thereof and security therefor, the Project and the Hospital as deemed material by the Hospital. 4. It is hereby found, determined and declared (a) The Project, comprised of the buildings, improve- ments and equipment referred to in paragraph 2 and described in the Loan Agreement and Indenture constitutes a project authorized by and described in Section 474.02, Subd. lc of the Act. (b) The purpose of the Project is and the effect thereof will be to promote the public welfare by pro- vision of necessary health care facilities to the end that adequate health care services be made available to the residents of the Municipality and the State of Minnesota at reasonable cost. (c) The Project has been approved by the Commissioner of Securities of the State of Minnesota as tending to further the purposes and policies of the Act. -2- 1 (d) The Project, the issuance and sale of the Series A Bonds, the execution and delivery of the Loan Agreement, the Indenture and the Contract of Purchase and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Indenture and the Contract of Purchase and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan Agreement, the Indenture and the Contract of Purchase and the Series A Bonds valid and binding obligations of the City in accordance with their terms, are authorized by the Act. (e) It is desirable that the Series A Bonds be issued by the City to permit the acquisition and financing of the Project upon the terms set forth in the Indenture, under the provisions of which the City's interest in the Loan Agreement will be pledged to the Trustee as security for the payment of principal and interest on the Series A Bonds (except for rights of indemnity and expense reimbursement). (f) The Loan Agreement and the Mortgage provide for payments by the Hospital to the Trustee for the account of the City of such amounts as will be sufficient to pay the principal of and interest on the Series A Bonds when due and obligate the Hospital to provide for the payment of expenses of operation and maintenance, including adequate insurance and payment of any taxes and any special assessments, and security for such payments and the performance of the obliga- tions of the Hospital. (g) By the Contract of Purchase and the Loan Agree- ment, the Hospital has agreed to pay all expenses of the City in connection with the Series A Bonds and to indemnify the City and City officials from and against all loss, lia- bility or expense which may arise out of the issuance and sale of the Series A Bonds, including all loss, liability or expense arising from any claim under any law or rule that the Official Statement contains an untrue statement of material fact or omits to state a material fact required to make the statements therein not misleading. (h) As required by the Indenture, the Hospital has or will have arranged for the execution and delivery at or before the delivery of the Series A Bonds of fixed price contracts with related performance and payment bonds, which will provide for the complete acquisition and betterment of the Project building additions and remodeling and an amount deemed adequate by the Hospital for acquisition of necessary hospital equipment from proceeds of the Series A Bonds. 1 1 1 (i) Under the provisions of Section 474.10 of the Act, and as provided in the Loan Agreement and Indenture, the Series A Bonds are not to be payable from nor charged upon any funds other than amounts payable by the Hospital pursuant to the Loan Agreement and the Mortgage and amounts of unex- pended proceeds of the Series A Bonds in the Bond Fund, Reserve Fund and Construction Account and net proceeds of insurance and condemnation awards; the City is not subject to any liability thereon; no holders of the Series A Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Series A Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Series A Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and each Series A Bond issued under the Indenture shall recite that the Bond, including interest thereon, shall not constitute nor give rise to a charge against the general credit or taxing powers of the City and that the Series A Bonds do not constitute an indebted- ness of the City within the meaning of any constitutional, statutory or charter limitation. (j) Based upon the information furnished by the Hospital and the Underwriters, including the names of the contractors for the Project and the Underwriters, and to the best of the Council's information and belief, no member of the City Council, or other officer of the Municipality who is author- ized to take part in making the Loan Agreement or the Inden- ture or the issuance of the Series A Bonds, is directly or indirectly interested in the Project, the Loan Agreement, the Indenture, the Series A Bonds, or any contract or agree- ment for the completion of the Project or sale of the Series A Bonds. 5. The forms of Loan Agreement, Indenture, Mortgage, and Contract of Purchase referred to in paragraph 3 are approved. The Loan Agreement shall be executed in the name and on behalf of the City by the Mayor, City Manager and City Clerk, upon exe- cution thereof by the officers of the Hospital, in substantially the form on file, but with all such changes therein, not incon- sistent with the Act or other law, as may be approved by the officers executing the same. The Indenture shall be executed in the name and on behalf of the City by the Mayor, City Manager and City Clerk in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other laws, as may be approved by the officers executing the same and then shall be delivered to the Trustee. 6. The City shall proceed forthwith to issue its City of St. Louis Park Hospital Facilities Revenue Bonds (Methodist Hospital Issue), Series A, dated as of July 1, 1978, in the aggregate principal amount of $14,660,000 in the form and upon the terms set forth in the Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof. -4- 1 1 1 The proposal of Kidder, Peabody & Co. Incorporated, Piper, Jaffray & Hopwood, Incorporated and associates (the "Underwriters") to purchase the Series A Bonds at a price of $14,325,752 (97.72% of their par value) plus accrued interest, upon the terms and conditions set forth in the Contract of Purchase is hereby found and determined to be reasonable and is hereby accepted, and the Mayor and City Manager are hereby authorized and directed to execute and deliver the Contract of Purchase in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. The Mayor, City Manager and City Clerk are authorized and directed to prepare and execute the Series A Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2.09 of the Indenture, for authentication and delivery to the Underwriters, the Trustee and Messrs. Faegre & Benson, Minneapolis, Minneapolis, Minnesota, as Bond Counsel. As provided in the Indenture, each Series A Bond shall contain a recital that it is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 7. The City hereby consents to the use of the Prelimin- ary Official Statement and final Official Statement, provided that the Official Statement shall always recite that the City has not prepared nor made any independent investigation with respect to the information contained in the Official Statement. Except for the foregoing purposes, nothing contained in this Resolution shall be deemed to constitute an approval of the Official Statement or a representation by the City as to the truth, accuracy or completeness of the Preliminary Official Statement and final Official Statement or any statement therein contained. 8. The Mayor, City Manager and City Clerk and other officers of the City are authorized and directed to prepare and furnish to the Underwriters, the Trustee and Bond Counsel certified copies of all proceedings and records of the City relating to the Series A 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 representa- tions of the City as to the truth of all statements contained therein. 9. The City Manager is hereby designated as the Authorized Municipal Representative for all purposes of the Loan Agreement and the Indenture with full authority to do on behalf of the City all those things required or authorized, by the Loan Agreement and Indenture, to be done by action or certificate of the Authorized Municipal Representative. • 1 10. The City Clerk is authorized a certified copy of this resolution in the of Finance and Records of Hennepin County, County Auditor, as required by the Act and Statutes, with such further information as and directed to file office of the Director Minnesota, acting as Section 475.63, Minnesota the Finance Director shall require, and obtain his certificate that the Series A Bonds have been entered on his bond register. Adopted by the City Council June 27, 1978. Attest: LQd.City Cler11-444'44.111 Re ie -d for ads pistration: Ap %ved as t form and legality: 1 Cita Attor -6-