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HomeMy WebLinkAbout91-119 - ADMIN Resolution - City Council - 1991/06/17RESOLUTION NO. 91-119 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE BY THE CITY OF ITS HEALTH CARE FACILITIES REVENUE BONDS (PARK NICOLLET MEDICAL CENTER PROJECT), SERIES 1991-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 Sections 469.152 through 469.165, as amended (collectively, the "Act"), to finance a project in the City of Minnetonka, Minnesota pursuant to the authority of Minnesota Statutes, Sections 469.155, Subd. 9 and 471.59, and as provided in the Joint Powers Agreement (as defined herein), its Health Care Facilities Revenue Bonds (Park Nicollet Medical Center Project), Series 1991-A (the "Series 1991-A Bonds"), in the maximum aggregate principal amount of $10,000,000, 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 the acquisition, construction and equipping of an approximately 45,000 square foot medical center, pharmacy and medical retailing center together with surface level parking and a single level parking deck for a total of approximately 231 parking spaces, proposed to be located at Interstate 394 and Carlson Parkway on Outlot A, Carlson Center, Minnetonka, 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 a project which included the Project and that approval is hereby confirmed and ratified. 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 June 15, 1991 (the "Loan Agreement"), proposed to be made and entered into between the City and the Clinic; (b) Indenture of Trust, dated as of June 15, 1991 (the "Indenture"), proposed to be made and entered into between the City and Norwest Bank Minnesota, National Association, as trustee (the "Trustee"); -1- (c) the Joint Powers Agreement, dated as of June 15, 1991 '(the "Joint Powers -Agreement"), proposed to be made and entered into between the City and the City of Minnetonka, Minnesota; (d) the Purchase Contract, dated as of June 19, 1991 (the "Purchase Contract") by and among the City, the Clinic and Dain Bosworth Incorporated (the "Underwriter"); and (e) Preliminary Official Statement, dated June 7, 1991 (the "Preliminary Official Statement"), relating to the Series 1991-A 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 necessary health care facilities so that adequate health care services are available to residents of the State of Minnesota, including residents of the City, the City of Minnetonka, and surrounding areas, at a reasonable cost 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) the Project, prior to the issuance of the Series 1991-A Bonds, was approved by the Department of Trade and Economic Development of the State of Minnesota on October 18, 1990; (d) the financing of the Project, the issuance and sale of the Series 1991-A Bonds, the execution and delivery of the ,Loan Agreement, the Indenture, the Purchase Contract and the Joint Powers Agreement and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Indenture, the Purchase Contract and the Joint Powers Agreement and of all other acts and things required under the City's Charter and the Constitution and laws of the State of -2- Minnesota to make the Loan Agreement, the Indenture, the Purchase Contract, the Joint Powers Agreement and the Series 1991-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 1991-A Bonds in the maximum aggregate principal amount of $10,000,000 be issued by the City upon the terms set forth herein and 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 1991-A Bonds; provided, however, that such maximum aggregate principal amount may be reduced if such lesser aggregate principal amount is deemed by the Clinic to be sufficient to finance the costs of the Project; (f) 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 1991-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 Project, including, but without limitation, adequate insurance thereon and all taxes and special assessments levied upon or with respect to the site of the Project and payable during the term of the Loan Agreement; and (g) under the provisions of Minnesota Statutes, Section 469.162(1), and as provided in the Loan Agreement and Indenture, the Series 1991-A Bonds are not to be payable from nor charged upon any funds of the City other than the revenue pledged to their payment, nor is the City subject to any liability thereon; no holders of the Series 1991-A Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay any of the Series 1991-A Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Series 1991-A Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and each Series 1991-A Bond issued under the Indenture shall recite that the Series 1991-A Bonds, including interest thereon, are payable solely from the revenue pledged to the payment thereof and that no Series 1991-A Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation; and (h) The Series 1991-A Bonds are not issued to run for longer than the reasonable life expectancy of the property or improvement for which the Series 1991-A Bonds are authorized, and the Series 1991-A Bonds are not issued to run for more than thirty years. 3. The forms of Loan Agreement, Indenture, Purchase Contract, 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, additions and deletions, not inconsistent with this resolution, the Act or other law, as the executing officers may hereafter deem appropriate, such determination to be conclusively evidenced by the execution and delivery thereof, are directed to be executed and delivered 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, additions and deletions as the City Attorney may hereafter deem appropriate, such determination to be conclusively evidenced by delivery of said City Attorney's opinion in connection with the issuance of the Series 1991-A Bonds, 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 Underwriter to dealers and prospective purchasers of the Series 1991-A Bonds. Copies of all of the documents shall be delivered, filed and recorded as provided therein. For purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended, the Series 1991-A Bonds are hereby approved by the Council, an elected legislative body of the City, after a public hearing held October 1, 1990, of which reasonable public notice was given. The City Council of the City of Minnetonka, Minnesota, an elected legislative body of such city, approved the Series 1991-A Bonds on February 25, 1991 after a public hearing held February 25, 1991 of which reasonable notice was given. 4.- In anticipation of the collection of payments under the Loan Agreement, the City shall proceed forthwith to issue the Series 1991-A Bonds in the maximum aggregate principal amount of $10,000,000. The form and terms of the Series 1991-A Bonds shall be as set forth in the Indenture including, without limitation, the extraordinary optional redemption provisions, which terms are for this purpose incorporated in this resolution and made a part hereof. The Series 1991-A Bonds shall be subject to optional redemption prior to maturity not Alater than January 1, 2001 and at a redemption price not greater than 102% of the principal amount of Series 1991-A Bonds to be redeemed. The Series 1991-A Bonds shall bear interest at rates such that the average Astated interest rate of all the Series 1991-A Bonds does not exc'ged 9.00%. No Series 1991-A Bond shall bear interest at a rate -4- r f i greater than the lesser of 9.25% per'annum or the maximum rate otherwise provided by law.- No Series' 1991-A Bond Shall be initially offered to the public at a discount greater than 5.00% of the original principal amount thereof. The specific maturities of the Series 1991-A Bonds, principal amount per maturity of the Series 1991-A Bonds, and mandatory sinking fund installment amounts of the Series 1991-A Bonds which are term bonds, shall be set forth in the Purchase Contract as executed and delivered by the Clinic, and shall be in such years and in such amounts as is necessary to provide approximately level debt service through the life of the Bonds. In no event shall the Series 1991-A Bonds be issued to run for more than thirty years. The aggregate principal amount of the Series 1991-A Bonds herein authorized may be reduced to an amount deemed sufficient by the Clinic to finance the costs of the Project, to pay a portion of the interest accruing on the Series 1991-A Bonds during the estimated construction and equipping period of the Project and not in excess of six months thereafter, to fund a reserve fund as provided, in the Indenture, and to pay expenses incurred in connection with the issuance'of the Series 1991-A Bonds. The Series 1991-A Bonds shall contain a recital that they are issued pursuant to Sections 469.152 to 469.165 of the Act and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof . The Mayor, the City Manager and City Clerk are authorized and directed to prepare and execute by facsimile signature the Series 1991-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 Underwriter. The Trustee is hereby appointed authenticating agent with respect to the Series 1991-A Bonds pursuant to Minnesota Statutes, Section 475.55, and the certificate of authentication on the Series 1991-A Bonds shall evidence authentication of the Series 1991-A Bonds under this authority. 5. The Mayor, City Manager, City Clerk and any other officers of the City are authorized and directed to prepare, execute and furnish to the purchaser of the Series 1991-A Bonds, when issued, certified copies of all proceedings and records of the City relating to the Series 1991-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 1991-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. The Mayor, City Manager, City Clerk and any other officers of the City are further authorized to execute, deliver and receive all such other documents, certificates and agreements which are required by the Indenture, the Loan Agreement, the Series 1991-A Bonds or the -5- Purchase Contract, or which are necessary or desirable to carry out, give effect to and consummate the transactions contemplated therein or herein or described in the Preliminary Official Statement or the issuance of the Series 1991-A Bonds. 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, not inconsistent with this resolution, the Act or other law, 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 1991-A Bonds upon the terms and conditions set forth in the Purchase Contract, and at a purchase price equal to an amount not less than 97.50% of the aggregate original principal amount of the Series 1991-A Bonds issued less original issue discount to be initially offered to the public (subject to the limitations provided herein) plus accrued interest, is hereby found and determined to be reasonable and is hereby accepted and the execution and delivery thereof by the Mayor and City Manager in the name and on behalf of the City is hereby authorized, directed and approved. 8. This resolution shall be effective immediately upon its final adoption. PASSED by the City Council of the City of St. Louis Park, Minnesota, this 17th day of June, 1991. Attest. •lV 41 City le ilLOWItorn----/ rk Reviewed for administration: /6/e-.4„) Approved as to form and legality: City Manager City Attorney 1 des 9i -i10 i 6a-644/ : led/, ,e4 -elf fie. � �rw..%o. 9/_ azo - at - ast // e. it/Ai ito‘- ee4 eg44. 6- iq._q/