HomeMy WebLinkAbout91-172 - ADMIN Resolution - City Council - 1991/09/11EXECUTION COPY
RESOLUTION NO. 91-172
RESOLUTION RELATING TO PROJECTS UNDER THE
MUNICIPAL INDUSTRIAL DEVELOPMENT ACT, AND
CALLING A PUBLIC HEARING THEREON
BE IT RESOLVED by the City Council (the "City Council") of
the City of St. Louis Park, Minnesota (the "City"), as follows:
Section 1. Recitals; Findings.
1.01. The Minnesota Municipal Industrial Development
Act, Minnesota Statutes, Section 469.152 to 469.165, as amended
(the "Act"), authorizes the issuance of revenue bonds to finance
projects, and the Home Rule Charter of the City authorizes the
issuance of bonds "for any public purpose not prohibited by law".
1.02. The term "project" is defined in the Act to
include "any properties, real or personal, used or useful in
connection with a revenue producing enterprise." The term
"project" is also defined in the Act to include "any properties,
real or personal, used or useful in connection with a revenue
producing enterprise, whether or not operated for profit,
engaged in providing health care services, including hospitals,
nursing homes, and related medical facilities."
1.03. This Council has received a proposal that the City
issue its revenue bonds to finance a portion or all of the cost
of a proposed project under the Act and its Home Rule Charter on
behalf of Park Nicollet Medical Foundation, a Minnesota
nonprofit corporation (the "Borrower"), consisting of the
issuance of up to $11,500,000 revenue bonds on behalf of the
Borrower to finance a project through the refinancing of certain
existing mortgages the proceeds of which financed a project
under the Act and through providing additional funds to finance
certain the acquisition and construction of improvements to the
reconstruction, improvement, betterment, extension, renovation
and equipping the existing project including parts associated
with environmental remediation.
1.04. The project consists of the original construction
and equipping of buildings totaling approximately 217,000
rentable square feet used for medical research, education, and
health care. Such buildings are located on 11.41 acres of land
located at 5000 West 39th Street in St. Louis Park (the
"Facility") and the current renovation of the buildings of the
Facility and cleanup of contaminants presently located on the
site of the Facility (the "Project"). The Project financing
includes the refinancing of existing mortgage loans in the
amount of $6,800,000 presently held by Connecticut Mutual Life
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Insurance Company ("Mortgagor") on the Facility the proceeds of
which were used to finance the acquisition, construction and
equipping of the Facility. The Borrower owns and presently
occupies a portion of the Facility, and leases the remainder of
the Facility to Park Nicollet Medical Center. The Project at
5000 West 39th Street which is located within the City
boundaries.
1.05 The City hereby finds and determines that the
Project, including the refinancing, constitutes a Project under
the Act for which bonds can be issued and a public purpose under
the City's Home Rule Charter for which bonds can be issued.
1.06. The Act provides that notice of the time and place
of such public hearing, stating the general nature of the
project, and an estimate of the principal amount of the bonds or
other obligations to be issued to finance the project, must be
published at least once not less than fourteen (14) days nor
more than thirty (30) days prior to the date fixed for the
public hearing in the official newspaper of the City and a
newspaper of general circulation in the City.
1.07. The Act provides that the notice must state that a
draft copy of the proposed application (the "Application") to
the Minnesota Department of Trade and Economic Development for
approval of the Project, together with all attachments and
exhibits thereto, shall be available for public inspection
following the publication of the notice and shall specify that
place and time where and when it will be so available.
1.08. The Borrower has presented to the City a form of
Application to the Minnesota Department of Trade and Economic
Development, attached hereto as Exhibit A, which form of
application shall be available for public inspection.
1.09. The Borrower has presented to the City a form of
public notice, attached hereto as Exhibit B, with a request that
the City Council establish a date for a public hearing,
authorize publication of the form of public notice provided by
the Borrower, and give preliminary approval on the proposal to
undertake and finance the Project.
Section 2. Public Hearing.
2.01. The City will conduct, and there is hereby called,
a public hearing on the proposal to undertake and finance the
Project on the 7th day of October, 1991, at 7:30 o'clock p.m.
2.02. The City Clerk of the City is hereby authorized to
cause a public notice, substantially in the form of the notice
attached hereto as Exhibit B, to be published in the official
newspaper of the City and if so requested by the Borrower,
another newspaper of general circulation in the City.
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2.03. The City Clerk of the City is hereby authorized
and directed to place on file and have available for public
inspection in the offices of the City a draft copy of the
proposed Application, together with all attachments and exhibits
thereto, which Application shall be available for public
inspection following publication of the notice of public
hearing, during normal business hours, 8:00 a.m. to 4:30 p.m.,
on normal business days, excluding legal holidays.
2.04. The publication of notice and the holding of the
public hearing as set forth herein are subject to the Borrower
entering into the Agreement as to Indemnity and Payment of
Expenses (the "Agreement"), between the City and Borrower. The
Mayor and City Clerk are hereby authoirzed and directed to
execute and deliver, on behalf of the City, the Agreement
substantially in the form attached hereto as Exhibit C,
providing the Borrower's obligation to indemnify the City and
reimburse the City for fees and expenses incurred in connection
with the issuance of revenue bonds as herein provided.
2.05. This resolution shall become effective immediately
upon its passage and without publication.
Adopted this llth
day ofSe tember, 1991.
Z3 1
Mayor /s/ Lyle W. Hanks
Reviewed for administration: Approved as to form and
execution:
, t/ (. 1O'>Cd
City Manager /s/ W. C. Dixon
762DBND
City Attorney /s/ Suesan Pace -Shapiro
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EXHIBIT A
TO RESOLUTION NO.
FORM OF APPLICATION
TO
MINNESOTA DEPARTMENT
OF
TRADE AND ECONOMIC DEVELOPMENT
ed January. 1990
11111A
STATE OF MINNESOTA
MINNESOTA DEPARTMENT OF TRADE AND'ECONOMIC DEVELOPMENT
DIVISION OF COMMUNITY DEVELOPMENT
"APPLICATION FOR APPROVAL OF INDUSTRIAL DEVELOPMENT BOND
PROJECT PURSUANT TO MINNESOTA STATUTES, SECTION 469.152 THROUGH 165
(please submit this form in duplicate - all supporting data in single copy only)
Date: August 30
, 1991
The governing body of fii.V. .St,•.1,P0-P.Park., County of Hennepin , Minnesota,
hereby applies to the Minnesota Department of Trade and Economic Development
(Department) for approval of a proposed Industrial Development Bond issue as required
by Minn. Stat. 469.152-.165.
Address of issuer ...50101.5:MiAlleXplika.lipulevard
St. Louis halicd.Viopg§414.55416
Attn: .11P./4P n Syverson Telephone: . 612.-924.-25.1..
Wehave entered into preliminary discussions with:
. Park_ .Nicollet.Medical.Foundati-9n... Attorney: .Johu.li..Thiel. ,
Gray, plant, Mooty, Mooty & Bennett
ess: SQ90 West 2thScfegx Address: ..3400.Cfty:Center. -
City: Minneapolis State Mi44@§4tqCity: MtnneaAalis State Minnesota..
Name of Project: Park Nicollgt.gcgtgt
This firm is engaged primarily in (nature of business): 14edlcal.researcb..educatiou
nd health care
The proceeds from the sale of the Industrial Development Bonds will be used to
(describe the project): ..*1q.4Ct4ChM.lett€F
• .N
•
Address of Project: ..544Q.ligq .19ti.St.rPt . St. Louis Park, MN
Proceeds from the sale of the bonds of approximately $.
toward payment of costs now estimated as follows:
11.SOQ,O00.w111
Acquisition of land: See Attached Letter
New construction:
AODemolition and site preparation:
Acquisition and Installation of Equipment:
Fees: Architectural, engineering, inspection,
fiscal, legal, administration, or printing:
Construction Interest:
Initial Bond Reserve:
Contingencies:
Other:
$
be applied
AUG 28 '91 14:47 FROM EBERHARDT COMPANY PAGE.004
•
ft s'presently estimated that construction -w434_ -begin on or about °nom° 5
19..i1, -and wi 11 be complete on or about .1Q.1AtWCber , i9.9.4.. When completed,
there will be approximately J.Ir3t•MrXtncw jobs created by the project at an annual payroll
if approximately %OM:44 L., based upon currently prevailing wages.. (If applicable)
(*here are J,cW... existing jobs provided by tars4ttessi the
(If applicable) There will be .uuQer,.tjaim. jobs created by construction of the project.
Vumber of hours 113icer-t-ai.ra Average wage level $.tinct :taita.....;, including vages and
.enefits.
lepayment of the proposed issue will be amortized over a period offif teenitil5) years.
the following exhibits arc furnished with this application and are incorporated herein
v reference:
1. An opinion of bond counsel that the proposal constitutes a project under Minn.
Stat. 469.153. subd. 2.
2. A copy of the resolution by the governing body of the issuer giving preliminary
approval for the issuance of its revenue bonds and stating that the project, except
for a project under Minn. Stat. 469.153, subd. 2(g) or (j) would not be undertaken
but for the availability of Industrial Development Bond financing.
A comprehensive statement by the municipality indicating how the project satisfies
he public or purpose and policies of Minn. Stat. 469.152-.165.
letter of intent to purchase the bond issue or a letter confirming the
feasibility of the project from a financial standpoint.
5. A statement signed by the principal representative of the issuing authority to the
effect that upon entering into the revenue agreement, the information required by
Minn. Stat. 469.154, subd. 5 mil be submitted to the Department (not applicable to
project under Minn. Stat. 469.153, subd. 2(g) or (j).
5. A statement signed by the principal representative of the issuing authority that
the project does not include any property to be sold or affixed to or consumed in
the production of property for sale, and does not include any housing facility to
be rented or used as a permanent residence.
7. A statement signed by a representative of the issuing authority that a public
hearing was conducted pursuant to Minn. Stat. 469.154, subd. 4. The statement
shall include the date, time and place of the meeting and certify that a draft copy
of this application with all attachments was available for public inspection and
that all Interested parties wore afforded an opportunity to express their views.
3. Copies of notice(s) as published which indicate the date(s) of publication and the
newspaper(s) in which the notice(s) were published.
3. Provide a plan for compliance of employment preference of economically
disadvantaged or unemployed individuals. (See Minn. Stat. 469.154. subd. 7.)
411111
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e._ the undersigned, are duly elected representatives of
sota and solicit your approval of this project at your earliest convenience so
we may carry it to a final conclusion.
ST. LOUIS PARK
Signed by:
LYLE W.
(Principal Officers or Representatives of Issuing Authority; type or print
official's name on the line to the left of the signature line. Thank you.)
HANKS, MAYOR
Mayor/chair
WILLIAM C. DIXON, CITY MANAGER
Title
Signature
Signature
This approval shall not be deemed to be an approval by the Department or the State of
the feasibility of the project or the terms of the revenue agreement to be executed or
the bonds to be Issued therefor.
Authorized Signature, Minnesota Department of Date of Approval
Trade and Economic Development
ase return to: Minnesota Department of Trade and Economic Development
Division of Community Development
Attn: Richard Nadeau
900 American Center Building
150 East Kellogg Boulevard
St. Paul, Minnesota 55101
AEDP I/10-3
Eberhardt
30 August 1991
Paul H. Tietz, Esq.
POPHAM HAIR BCKNOBRICH 6 KAUFMAN
3300 Piper Jaffray Tower
Minneapolis, MN 55402
VIA FACSIMILE
Re: PARK NICOLLET MEDICAL FOUNDATION ("FOUNDATION")
EDUCATIONAL REVENUE BONDS
CITY OF 8T. LOUIS PARK, MINNESOTA ("CITY")
Mr. Tietz:
Per your request, we have summarized below the additional detail on
the Description of Property, Original Construction Costs, Existing
Debt, and Use of Proceeds related to the above proposed tax-exempt
bond financing:
1. DESCRIPTION OF PROPERTY:
The PARK NICOLLET CENTER ("CENTER") has been built in
phases. The first phase was constructed in 1968
(original South Tower) with a major expansion in 1978
followed by the development of the International Diabetes
center (North Tower) in 1985. The existing complex is
situated on 497,000 square feet (11.41 acres) of land and
consists of approximately 217,000 rentable square feet
(basement plus seven above grade stories) of medical
research, education, and health care facilities. On-site
parking totals approximately 850 spaces.
2. ORIGINAL CONSTRUCTION COSTS ($000'x):
Land Acquisition:
South Tower:
1978 Expansion:
North Tower:
Total:
$ 1,624
$ 3,763 (1)
$ 3,008
$11,730
$20,125
(1) Includes periodic renovations and retrofits of space.
3. EXISTING DEBT:
As of the anticipated closing date for the bond issue, 30
October 1991, the outstanding debt on the property Will
be approximately $6.8 million. This debt is secured by
two mortgages held by CONNECTICUT MUTUAL LIFE INSURANCE
COMPANY, the proposed guarantor on the bond issue. The
maturity date on these loans was originally 3/20/90.
PO. Bax 1335 • Minneapolis, Minnesota 55440 • 612/336-42(}0 • FAX 612/339-4352
t
Paul H. Tietz
30 August 1991
Page Two
4. 118E OF PROCEEDS ($000's):
Refinancing of Existing Debt:
Extension Fee/ Bond Insurance /
Guarantee Fee:
Renovation & Retrofit of Towers:
Site Improvements:
Transaction Costs:
Total:
$ 6,800
$ 800
$ 2,500
$ 1,250
$ 230
$11,580
We hope the above information addresses your stated needs and
allows you to proceed with the requested Preliminary Resolution.
If you have any additional questions, please contact me as soon as
possible.
Respectfully submitted,
M. Eu ne Puri
Senior Vice •resident
EBERHARDT REAL ESTATE ADVISORS, INC.
cc: Distribution List
Form of Bond Counsel Opinion
October , 1991
Mr. E. Peter Gillette, Commissioner
Minnesota Department of Trade
and Economic Development
900 American Center Building
150 East Kellogg Boulevard
St. Paul, Minnesota 55101
Re: Proposed City of St. Louis Park Revenue Bonds (Park
Nicollet Medical Foundation Project), Series 1991
Dear Mr. Gillette:
We have reviewed Resolution No. 91- adopted by the
City Council of the City of St. Louis Park, Minnesota (the
"City") on October Z, 1991 (the "Preliminary Resolution"),
relating to a proposal that the City issue its revenue bonds
under its Home Rule Charter and Minnesota Statutes, Sections
469.152 to 469.165, as amended, to finance, in whole or in part,
a project (the "Project") on behalf of Park Nicollet Medical
Foundation, a Minnesota non-profit business trust (the
"Borrower").
On the basis of our review of the Preliminary Resolution
and preliminary discussions with representatives of the Borrower
as to the nature of the Project and the proposed financing
thereof, it is presently our opinion that the Project
constitutes a "project" within the meaning of Minnesota
Statutes, Section 469.153, Subd. 2(d), and that the City is
authorized, assuming further proceedings are taken in accordance
with the provisions of Chapter 469, its Home Rule Charter and
any other applicable law, to issue its revenue bonds as proposed
by the Preliminary Resolution.
Very truly yours,
POPHAM, HAIK, SCHNOBRICH &
KAUFMAN, LTD.
By:
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Paul H. Tietz
•
EXHIBIT B
TO RESOLUTION NO. 91-172
NOTICE OF PUBLIC HEARING
ON ISSUANCE OF REVENUE BONDS
ON BEHALF OF PARK NICOLLET MEDICAL FOUNDATION
NOTICE IS HEREBY GIVEN that a public hearing shall be
conducted by the City Council of the City of St. Louis Park,
Minnesota (the "City") on the request by Park Nicollet Medical
Foundation (the "Borrower") that the City issue on its behalf,
pursuant to the terms of Sections 469.152 to 469.165 of
Minnesota Statutes, revenue bonds in an amount not to exceed
$11,500,000, the proceeds of which will be used but is not
limited to the original construction and equipping of buildings
totaling approximately 217,000 rentable square feet used for
medical research, education, and health care. Such buildings
are located on 11.41 acres of land located at 5000 West 39th
Street in St. Louis Park (the "Facility") and the current
renovation of the buildings of the Facility and cleanup of
contaminants presently located on the site of the Facility (the
"Project"). The Project financing includes the refinancing of
existing mortgage loans in the amount of $6,800,000 presently
held by Connecticut Mutual Life Insurance Company ("Mortgagor")
on the Facility the proceeds of which were used to finance the
acquisition, construction and equipping of the Facility. The
Borrower owns and presently occupies a portion of the Facility,
and leases the remainder of the Facility to Park Nicollet
Medical Center. The Project at 5000 West 39th Street which is
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located within the City boundaries. The Project financing
includes the refinancing of existing mortgage loans in the
amount of $6,800,000 presently held by Connecticut Mutual Life
Insurance Company on the Project. The Borrower owns and
presently occupies a portion of the Facility, and leases the
remainder of the Facility to Park Nicollet Medical Center. The
Project at 5000 West 39th Street within the City boundaries.
This hearing will be held at Council Chambers of the City Hall
on Monday, October 7, 1991, at approximately 7:30 o'clock p.m.
At said time and place of the hearing, the City Council shall
give all parties who appear an opportunity to express their
views with respect to the proposal to issue revenue bonds.
Interested persons may also submit their written comments to the
undersigned City Clerk prior to the date of the hearing.
draft copy of the proposed application to the Minnesota
Department of Trade and Economic Development, together with
A
all
attachments and exhibits thereto, shall be available for public
inspection, following publication of this notice, in the
administrative offices of the City, in the City Hall, Monday
through Friday, except legal holidays, from 8:00 a.m. to 4:30
p.m. to and including the date of the hearing.
(PU3LISHED IN THE ST. LOUIS PARK SAILOR SEPTEMBER 18, 1991.
21TAH
/s Beverly A. Flanagan
City Clerk
EXHIBIT C
TO RESOLUTION NO. 91-172
AGREEMENT
AS TO
INDEMNITY AND PAYMENT OF EXPENSES
BETWEEN
CITY OF ST. LOUIS PARK, MINNESOTA
AND
PARK NICOLLET MEDICAL FOUNDATION
Dated: September 1991.
THIS AGREEMENT is made and entered into effective on
September 1991, by and between City of St. Louis Park,
Minnesota (the "City") and Park Nicollet Medical Foundation, a
Minnesota nonprofit corporation (the "Borrower").
WHEREAS, the City has received a proposal that the City
issue its revenue bonds to finance a portion or all of the cost
of a proposed project including the refinancing of certain
mortgage indebtedness (the "Project"), under Minnesota Statutes,
Sections 469.152 to 469.165, as amended (the "Act"), and under
the City's Home Rule Charter on behalf of the Borrower; and
WHEREAS, the City has authorized the calling of a public
hearing, to be held on October 7, 1991, in accordance with the
Act, on the proposal to undertake and finance the Project, and
has authorized publication of notice of such hearing; and
WHEREAS, the purpose of the public hearing is to give the
public an opportunity to express their views with respect to the
proposal to undertake and finance the Project and to submit
written comments to the City Clerk before the time of the
hearing; and
WHEREAS, the calling and holding of the public hearing
does not obligate the City to proceed with the Project and
does not indicate the present intent of the City to issue its
revenue bonds under the Act to finance the Project and refinance
the existing mortgages; and
WHEREAS, the City and the Borrower desire to enter into
this Agreement to acknowledge the determinations of the City,
the qualifications and restrictions thereto, and to provide for
the indemnity and allocation of expenses, all as more fully set
forth herein.
NOW, THEREFORE, in consideration of the premises, the
parties agree as follows:
1. No Obligation to Issue. Until such time as the
City, in its sole discretion, shall adopt a preliminary
resolution and shall adopt a resolution authorizing the issuance
of the revenue bonds, the Borrower hereby acknowledges that the
City shall have no legal or equitable obligation
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to issue such revenue bonds and shall not be liable in any
fashion for not issuing such bonds. The Borrower further
acknowledges that all details of such revenue bond issue and the
provisions for payment thereof are subject to final approval of
the Project by the Minnesota Department of Trade and Economic
Development and may be subject to such further conditions as the
City may specify.
2. Source of Repayment. The parties hereby acknowledge
that the revenue bonds, if issued, shall not constitute a
charge, lien or encumbrance, legal or equitable, upon any
property of the City, except the revenues specifically pledged
to the payment thereof, and each bond, when, as and if issued,
shall recite in substance that the bond, including interest
thereon, is payable solely from the revenues and property
specifically pledged to the payment thereof, and shall not
constitute a debt of the City within the meaning of any
constitutional, statutory or charter limitation.
3. Indemnification by Borrower. The Borrower hereby
agrees to pay and will protect, indemnify and save the City, the
City Council, the City's officials and employees harmless from
and against all liabilities, losses, damages, costs and expenses
(including attorneys' fees and expenses), causes of action,
suits, claims, demands and judgments of any nature arising from
the proposed financing and issuance of revenue bonds including,
without limitation, the calling of the public hearing, the
publication of notice thereof, the adoption of any preliminary
or final resolution and the submission of an application to
the Minnesota Department of Trade and Economic Development as
provided in the Act.
4. Fees. The Borrower agrees that it will on demand
therefor pay to the City the reasonable fees and expenses of
Popham, Haik, Schnobrich & Kaufman, Ltd., acting as attorney for
the City and all other expenses incurred by the City in
connection with consideration of the proposed financing and the
financing of the Project including the refinancing of the
existing mortgages. The Borrower agrees that it will pay upon
invoice therefor the reasonable fees and expenses of Popham,
Haik, Schnobrich & Kaufman, Ltd., as bond counsel in connection
with the proposed issuance of the revenue and revenue refunding
bonds. The Borrower acknowledges and agrees that Popham, Haik,
Schnobrich & Kaufman, Ltd. as acting as counsel to the issuer
and bond counsel is representing the City and in no fashion is
representing the Borrower, notwithstanding the Borrower's
agreement to reimburse the City for such firm's fees and
expenses. The Borrower agrees that Popham, Haik serving as bond
counsel or issuer's counsel in connection with the issuance of
the proposed bonds shall not be a conflict with or in any way
preclude, other representation by Popham, Haik of the City in
any matters including those relating to the Borrower.
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5. Separate Agreement. The Agreements as to indemnity
and fees set forth in Sections 4 and 5 above are separate from,
and in addition to, any provisions with respect to indemnity and
payment of fees and expenses which the City may require in the
documentation executed in connection with the issuance of the
Bonds, including without limit, the fees payable to the City
under its current fee resolution.
IN WITNESS WHEREOF, the City and the Borrower have caused
this Agreement to be executed in their respective corporate
names and attested by their duly authorized officers, and caused
their corporate seals to be hereunto affixed, all as of the date
first written above and all pursuant to the authority granted in
resolutions adopted by the Borrower and the City prior to the
date hereof.
PARR NICOLLET MEDICAL FOUNDATION
By
Its
(SEAL)
ATTEST:
By
Its
CITY OF ST. LOUIS PARR, MINNESOTA
By
Its Mayor
(SEAL)
ATTEST:
By
Its City Clerk
764DBND
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