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HomeMy WebLinkAbout85-185 - ADMIN Resolution - City Council - 1985/10/21,4 RESOLUTION NO. 85-185 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE BY THE CITY OF ITS HOSPITAL FACILITIES REVENUE BONDS (METHODIST HOSPITAL PROJECT), SERIES 1985, AUTHORIZING EXECUTION OF AN INDENTURE OF TRUST, A LOAN AGREEMENT AND AN ESCROW AGREEMENT, ALL RELATING TO SAID BONDS, AND AUTHORIZING OTHER ACTION -TO BE TAKEN WITH RESPECT TO THE ISSUANCE, SALE AND DELIVERY OF SAID BONDS BE IT RESOLVED by the City Council (the "Council") of the City of St. Louis Park, Minnesota (the "City"), as follows: 1. It has been proposed that the City issue, under Minnesota Statutes, Chapter 474, as amended (the "Act"), (1) its Hospital Facilities Revenue Bonds (Methodist Hospital Project), Series 1985-A (the "Series 1985-A Bonds"), in the aggregate principal amount of $31,000,000, and loan the proceeds thereof to Methodist Hospital, a Minnesota nonprofit corporation (the "Corporation"), which will use the proceeds to finance a portion or all of a proposed project (the Project) consisting of the construction of certain improvements to, and the acquisition and installation of certain equipment to be used in the operation of, the existing hospital facilities of the Corporation located at 6500 Excelsior Boulevard in the City and commonly known as Methodist Hospital (the Hospital), and (2) its Hospital Facilities Refunding Revenue Bonds (Methodist Hospital Project), Series 1985-B (the "Series 1985-B Bonds," and, together with the Series 1985-A Bonds, collectively the "Series 1985 Bonds"), in the aggregate principal amount of $10,465,000, and loan the proceeds thereof to the Corporation, which will use the proceeds to refund in advance of their stated maturities the Hospital Facilities Revenue Bonds (Methodist Hospital Issue), Series A, previously issued by the City under the Act in the aggregate principal amount of $14,660,000, of which $13,225,000 are presently outstanding (the "Series A Bonds"), the proceeds of which were loaned to the Corporation to finance certain improvements to the Hospital. The Council adopted a resolution on October 7, 1985, giving preliminary approval to the issuance of bonds under the Act in the approximate amount of $31,000,000 to finance the Project and $12,000,000 to refund the Series A Bonds, and that approval is hereby confirmed and ratified. Pursuant to such action drafts of the following documents relating to the refunding,of the Series A Bonds and the Project have been submitted to the Council and are now, or shall be placed, on file with�the City Clerk: (a) Loan Agreement, dated as of October 1, 19,85 (the "Loan,,Agieement"'), proposed=to be made and entered into between the City and'the Corporation; (b) Indenture of Trust, dated as of October 1, 1985 (the "Indenture"),, Indenture to-be made and entered into between the City -and Norwest: -Bank Minneapolis, National Association, as trustee (the -"Trustee"); (c) Escrow Agreement, dated as of October 1, 1985 - (the ",Escrow�Agreement"), proposed to,be made and entered into among, the 'City, -the- Corporation, the Trustee and First ,Nat-ional Bank•of,Minneapolis, as Escrow'Bank (the "Escrow'Bank"); and (d) Preliminary Offficial Statement,dated October 10, 1985 (the -"Preliminary -Official Statement"), relating to the Series 1985 Bonds. In addition, -there has been submitted to the Council a copy of a Bond Purchase` Agreement , dated- October 16-, 1965 ( the "Bond Purchase -Agreement"), among the City, the Corpor'ation,and Dain Bosworth -Incorporated (the "Underwriter"), which has'been executed-on,,.�behalf of the•ilCity pursuant to a resolution a'd'opted by= the Counci-1 `on October- 14, -1985, which copy is now, or ;shall be placed, on file with -the City Clerk. - 2. It is hereby found, -determined and declared that: (a) the real and personal property comprising the Project constitutes a "project" authorized by the Act; (b)_ the purpose of the Project and the refunding of the Series A Bonds is and the effect thereof will be'to retain and -improve existing health care services available to residents of the City and surrounding areas and to promote the w public elfare by the attraction-,- encouragement, retention and development of,,economic.ally sound industry,and commerce so as to prevent,,so'far as possible, the emergence of blighted and marginal lands and areas of chronic unemployment; the development and retention of industry to use the available resources of the community -in order to retain the benefit,of its',exist-ing investment, -in educational and public service facilities; and -halting the movement of talented, educated personnel of,mature age to other areas and thus'preserving the economic'and'human resources needed as a base for'providing governmental services and facilities; -2- (c) the Project is located within the City limits at a site"which is easily accessible to employees'residing within j the City"and the surrounding community and to means of transportation -of materials and products; (d) the Project will, prior to the issuance,of the Series_19.85 Bonds„ be"approved by the Department of Energy and Economic+Development of the State of Minnesota; ,(e) the refunding_of the Series A Bonds, the financing of the.PProject; the issuance and'sale of the Series 1985-B6nds,, the execution and delivery of the Loan Agreement, the Indenture,.the Bond Purchase Agreement and the Escrow Agreement and the performance of all covenarits-and agreements of the,Ci'ty'contained in the Loan Agreement, the Indenture, the Bond TUrchase 'Agreement and the Escrow Agreement 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,,'the`Bond Purchase.Agreement, the Escrow Agreement and the Series 1985 Bonds valid and binding obligations of the City in accordance with their terms are authorized' by the Act; (f) it is desirable that the Series 1985-A Bonds in the principal amount of $31,000,000 and the Series 1985-B Bonds 1k in the -,principal amount of $10,465,000 be issued by the City upon,the-terms set,for.th in the Indenture, under the provisions of which a pledge of.and security'interest in -the City,'s interest in the Loan Agreement and the payments therjeunder (except, for certain expense's' and indemnification) will be granted to the Trustee as security for the payment of principal of, premium, if any, and interest on the Series 1985 Bonds; (g) the loan payments contained in the Loan Agreement are fixed, and required to be revised from time to time as necessary, so as to produce income and revenue sufficient to provide for prompt payment of principal of, premium, if any, and intere'st'on all bonds issued under the Indenture (including the Series 1985 Bonds) when due, and the Loan Agreement also provides that -,the Corporation is required to pay all expenses of the operation and maintenance of the Hospital, including, but without limitation, adequate insurance thereon and all taxes and special assessments levied upon or with respect to the -site of the Hospital and payable during the term of the Loan Agreement; and - (h) under the provisions Section 474.10, and as provided in Indenture, the Series 1.985 Bonds ar charged upon -any funds of -the City pledged to the payment thereof; the -3- r . , of Minnesota Statutes, the Loari Agreement and e not to be payable from nor other than the revenue City is not subject to any liability thereon; no holders of the Series 1985 Bonds shall ever.,have the right to compel any exercise of the-taxing'power of the City to pay any of the Series 1985 Bonds or the interest thereon, nor, to enforce payment thereof against any property of the City;'the Series i985 -'Bonds shall not constitute a charge, lien or ,,ericumbrance, legal or equitable, upon any property of - the City; and each Series 1985 Bond issued under the Indenture shall recite that the Series -1985 Bonds, including.'interest thereon,'are payable solely from the'revenue pledged to_the payment .thereof and that no Series 1985 Bond shawl constitute a debt of the City within the meaning of any constitutional or statutory limitation. 3. The forms of Loan Agreement, Indenture, Bond Purchase Agreement, Escrow Agreement and Preliminary Official Statement referred to in paragraph 1 ar,e approved. The Loan Agreement, Indenture and Escrow Agreement, with such variations, insertions and additions as the City Attorney may hereafter deem -appropriate, are directed to be executed,in the name and on behalf of the City by the Mayor and City Manager and the official seal of the City impressed thereon and attested'to'byithe City Clerk. The Official Statement (the "Official Statement"), in substantially the form of the Preliminary Official Statement, with such variations, insertions and additions as the City Attorney may hereafter, deem appropriate, is approved. The Council ratifies, confirms and approves, th_e circulation of the Preliminary Official' Statement, and authorizes the distribution of the Official Statement, by -the Underwriters to dealers and prospective purchasers of the Series 1985 Bonds. Copies of.all of the documentSLshall_be delivered, -filed and recorded as provided therein. 4. _In anticipation of the collection of payments under the Loan�Agreement, the City shall proceed forthwith to issue the Series 1985-A Bonds in the aggregate principal amount of $31,600(,000 and the Series 1985-B Bonds in the aggregate principal amount of $10,465,000, 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. The Mayor-, City Manager and City Clerk are,authorized and directed to prepare and execute by facsimile signature the Series 1985 Bonds as prescribed -in the Indenture and to deliver them to the Trustee, together with a certified copy of this resolution and other documents required by the Indenture, for authentication and delivery to the purchaser. The Trustee is hereby appointed authenticating agent with respect to the Series 1985 Bonds pursuant to Minnesota Statutes, Section 475.55, and the certificate of authentication on the Series 1985 Bonds shall evidence authentication of the Series 1985 Bonds under this authority. -4- 7. The proposal of the Underwriter to purchase the Series 1985 Bonds upon the terms and conditions set -forth in the Bond Purchase Agreement is hereby found and determined to be reasonable'and is,hereby accepted and the execution thereof by the Mayor and City Clerk in, the name and on -behalf of the City is,hereby approved, ratified and confirmed. 8. The Escrow Bank has, pursuant to the authorization and direction of this Council in the resolution adopted October 14, 1985, and in connection with the refunding and defeasance of the Series A Bonds, subscribed on behalf of the City, -for certain United States Treasury Bonds and Notes - State and Local Government,Series (a copy of the subscription for which has been presented'to the Council and is now, or shall be placed, on file with the City Clerk) necessary to accomplish such refunding and defeasance. Such subscription is hereby approved, ratified and confirmed. 9. This resolution shall be effective immediately upon its final''adoption. -5- 5. The Mayor, City Manager, City Clerk and other officers of the City are authorized and directed to prepare and furnish to the purchaser of the Series 1985 Bonds,, when issued, certified copies of all proceedings and records of the City relating,,to the Series 1985 Bonds, and such other affidavits and certificates as may be required to show the facts -"relating to the legality and marketability of the Series 1985 Bonds as such facts appear 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. 6. The approval hereby given to the various documents referred to above includes an approval of such additional• details therein as may be necessary and -appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate,,and approved by the City Attorney -,prior to the execution of the documents. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms -hereof. In the absence of the Mayor,-City'Manager or City Clerk, any of the documents authorized by this resolution _ to be executed may be executed by the Acting Mayor, Acting City Manager or Acting City Clerk, respectively. 7. The proposal of the Underwriter to purchase the Series 1985 Bonds upon the terms and conditions set -forth in the Bond Purchase Agreement is hereby found and determined to be reasonable'and is,hereby accepted and the execution thereof by the Mayor and City Clerk in, the name and on -behalf of the City is,hereby approved, ratified and confirmed. 8. The Escrow Bank has, pursuant to the authorization and direction of this Council in the resolution adopted October 14, 1985, and in connection with the refunding and defeasance of the Series A Bonds, subscribed on behalf of the City, -for certain United States Treasury Bonds and Notes - State and Local Government,Series (a copy of the subscription for which has been presented'to the Council and is now, or shall be placed, on file with the City Clerk) necessary to accomplish such refunding and defeasance. Such subscription is hereby approved, ratified and confirmed. 9. This resolution shall be effective immediately upon its final''adoption. -5- -, . 0 PASSED by the City Council of the City of St. Louis Park, Minnesota, this 21st day of October, 1985. w 14'J"'I / Mayor Attest. _ i y Clerk Reviewed for administration: Approved as to form and legality: 5PtylajnAgjer ,ty Attorney The motion for the adoption of the foregoing resolution was duly seconded by Member and the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted and was presented to the Mayor, who approved and signed the same,' which was attested by the City Clerk.