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HomeMy WebLinkAbout90-154 - ADMIN Resolution - City Council - 1990/10/22V is RESOLUTION NO. 90-154 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE BY THE CITY OF ITS HEALTH CARE FACILITIES REVENUE BONDS (PARK NICOLLET MEDICAL CENTER PROJECT), SERIES 1990-A, AUTHORIZING EXECUTION OF AN INDENTURE OF TRUST, A LOAN AGREEMENT, A JOINT POWERS AGREEMENT AND A PURCHASE CONTRACT, 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 469, as amended (the "Act"), (1) its Health Care Facilities Revenue Bonds (Park Nicollet Medical Center Project), Series 1990-A (the "Series 1990-A Bonds"), in the aggregate principal amount of $19,440,000, and loan the proceeds thereof to Park Nicollet Medical Center, a Minnesota business trust (the "Clinic"), which will use the proceeds to finance a portion or all of a proposed project (the Project) consisting of (1) work and code compliance remodeling and the acquisition and installation of CT/MRI equipment and other items of equipment to be located at 4959 Excelsior Boulevard and 5000 West 39th Street, St. Louis Park, Minnesota, (2) the acquisition and equipping of a 38,000 square foot medical center, pharmacy and medical retailing facility at 5320 Hyland Greens Drive, Bloomington, Minnesota, and (3) the acquisition of land and construction and equipping of a 20,000 square foot medical center, pharmacy and medical retailing facility proposed to be located at the southeast corner of Interstate 35E and Cliff Road in Eagan, Minnesota. The Council adopted a resolution on October 1, 1990, giving preliminary approval to the issuance of bonds under the Act in the approximate amount of $32,000,000 to finance the Project and that approval is hereby confirmed and ratified, said confirmation taking into account the lowered '"• principal amount of bonds to be issued. Pursuant to such action drafts of the following documents relating to 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 15, 1990 (the "Loan Agreement"), proposed to be made and entered into between the City and the Clinic; (b) Indenture of Trust, dated as of October 15, 1990 (the "Indenture"), proposed to be made and entered into between the City and Norwest Bank Minnesota, National Association, as trustee (the "Trustee"); (c) the Joint Powers Agreement, dated as of October 15, 1990 (the "Joint Powers Agreement"), proposed to be made and entered into among the City, the City of Bloomington, Minnesota and the City of Eagan, Minnesota; (d) the Purchase Contract, dated as of October 22, 1990 by and among the City, the Clinic and Dain Bosworth Incorporated (the "Underwriter"); and (e) Preliminary Official Statement, dated October 12, 1990 (the "Preliminary Official Statement"), relating to the Series 1990 Bonds. 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 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 public welfare by the attraction, encouragement, retention and development of economically 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 existing 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; (c) a part of the Project is located within the City limits at a site which is easily accessible to employees residing within 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 1990-A Bonds, be approved by the Department of Energy and Economic Development of the State of Minnesota; (e) the financing of the Project, the issuance and sale of the Series 1990-A Bonds, the execution and delivery of the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Joint Powers Agreement and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Indenture, the Bond Purchase Agreement and the Joint Powers Agreement and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Loan -2- 41 i Agreement, the Indenture, the Bond Purchase Agreement, the Joint Powers Agreement and the Series 1990-A 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 1990-A Bonds in the principal amount of $19,440,000 be issued by the City upon the terms set forth 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 thereunder (except for certain expenses and indemnification) will be granted to the Trustee as security for the payment of principal of, premium, if any, and interest on the Series 1990-A 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 interest on the Series 1990-A Bonds when due, and the Loan Agreement also provides that the Clinic is required to pay all expenses of the operation and maintenance of the Health Care Facilities, including, but without limitation, adequate insurance thereon and all taxes and special assessments levied upon or with respect to the sites'of the Health Care Facilities and payable during the term of the Loan Agreement; and (h) under the provisions of Minnesota Statutes, Section 469.162(1), and as provided in the Loan Agreement and Indenture, the Series 1990-A Bonds are not to be payable from nor charged upon any funds of the City other than the revenue pledged to the payment thereof; -the City is not subject to any liability thereon; no holders of the Series 1990-A Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay any of the Series 1990-A Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Series 1990-A Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property Of the City; and each Series 1990-A Bond issued under the Indenture shall recite that the Series 1990-A Bonds, including interest thereon, are payable solely from the revenue pledged to the payment thereof and that no Series 1990-A Bond shall 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, Joint Powers Agreement and Preliminary Official Statement referred to in paragraph 1 are approved. The Loan Agreement, Indenture and Joint Powers 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 with or without the official seal of the City impressed thereon and attested to by the 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 the 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 1990-A Bonds. Copies of all of the documents shall be delivered, filed and recorded as provided therein. 4. In anticipation of the collection of payments under the Loan Agreement, the Citylshall proceed forthwith to issue the Series 1990-A Bonds in the aggregate principal amount of $19,440,000, in the form and upon the terms set forth in the Indenture including, without limitation, the interest rates, maturities and redemption provisions, which terms are for this purpose incorporated in this resolution and made a part hereof. The Mayor, the City Manager and City Clerk are authorized and directed to prepare and execute by facsimile signature the Series 1990-A 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 1990-A Bonds pursuant to Minnesota Statutes, Section 475.55, and the certificate of authentication on the Series 1990-A Bonds shall evidence authentication of the Series 1990-A Bonds under this authority. 5. - The Mayor, City Manager, City Clerk and other officers of the City are authorized and directed to prepare, execute and furnish to the purchaser of the Series 1990-A Bonds, when issued, certified copies of all proceedings and records of the City relating to the Series 1990-A Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality and marketability of the Series 1990-A 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, may be executed by one or more of such officers and 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 -4- 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 1990-A 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. Pursuant to Council Resolution 90-112, the City had adopted a basic fee schedule to be entered into by any entity seeking to have the City issue Revenue Bonds on the entity's behalf. The Clinic requested a modification of that fee with respect to the Series 1990-A Bonds. The City has determined that the Clinic commenced consideration of its proposed financing prior to the adoption of Council Resolution 90-112 at a time when the City had no fee for similar bonds, a portion of the proceeds of the Series,1990-A Bonds are being issued pursuant to the Joint Powers Agreement for facilities in other cities which could have issued revenue bonds for such purpose, and the Clinic is a non-profit business trust providing health care services. As a result of these and other factors considered by the Council at its meeting on October 15, 1990, the City determined to modify. the basic fee schedule by motion adopted by the Council on October 15, 1990. The modified fee schedule as set forth in the Loan Agreement is hereby adopted and approved for the Series 1990-A Bonds conditional upon Clinic waiving the right to contest the modified fee schedule and Council Resolution 90-112 is hereby amended to the extent to which it is inconsistent with the modified fee schedule, but only with respect to the Clinic and the Series 1990-A Bonds. 9. This resolution shall be effective immediately upon its final adoption. PASSED by the City Council of the City of S Minnesota, this 22nd day of October, 1990. /s/ Lyle Hanks 4111 Mayor . Louis Park, Attest: /s/ Bev11! A. City Clerk e Reviewed for administration: Approved as to form and-4-eg- /s/ W. C. Dixon `A e- 4X021 City Manager /s/ Suesan Pace -Shapiro City Attorney The motion for the adoption of the foregoing resolution was duly seconded by Member Meland , and the following voted in favor thereof : Councilmembers Mitchell, Meland, Tschida, Battaglia, Haun; Mayor Hanks and the following voted against the same: None 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. 322DBND 1 1