HomeMy WebLinkAbout93-111 - ADMIN Resolution - City Council - 1993/08/0208:0393 14:11 FAX FAX—L775
RESOLUTION NO. x,3,:,111
RESOLUTION GIVING PRELIMINARY APPROVAL TO A PROJECT AND
ITS FINANCING UNDER THE MUNICIPAL INDUSTRIAL DEVELOPMENT
ACT; REFERRING THE PROPOSAL TO TEE MINNESOTA DEPARTMENT OF
TRADE AND ECONOMIC DEVELOPMENT FOR APPROVAL;
AUTHORIZING THE EXECUTION AND DELIVERY
OF JOINT POWERS AGREEMENTS; AND
AUTHORIZING PREPARATION OF NECESSARY DOCUMENTS
tn01.1''014
BE IT RESOLVED by the City Council (the "Council") of the City of St Louis Park,
Minnesota (the "City"), as follows:
SECTION I
Recitals and Findings
1.01 This Council has received a proposal that the City issue its revenue bonds and
refunding revenue bonds to finance a portion or all of the cost of a proposed project and
refunding (collectively, the "Project") under its Home Rule Charter and Minnesota Statutes,
Sections 469.152 to 169.165, as amended (the "Act"), on behalf of an obligated group of
entities (the "Obligated Group") consisting of HealthSystem Minnesota The Healthcare
Network, a Minnesota nonprofit corporation, Methodist Hospital, a Minnesota nonprofit
corporation, Park Nicollet Medical Center, a Minnesota nonprofit business trust, and PNMC
Holdings, a Minnesota nonprofit corporation, consisting of the issuance of up to $235,000,000
healthcare facilities revenue bonds on behalf of the Obligated Group.
1.02 The Project consists of:
(a) advance or current refunding of all or a portion of the outstanding principal
amount of (i) the City's $27,070,000 principal amount Hospital Facilities Revenue
Bonds (Methodist Hospital Project), Series 1990-A issued by the City on November
15, 1990 (the "Serie4 1990-A Hospital Bonds"), (ii) the City's $66,170,000 original
principal amount Hos 'tat Facilities Refunding Revenue Bonds (Methodist Hospital
Project), Series 1990-C issued by the City on November 15, 1990 (the "Series 1990-C
Hospital Bonds"), (iii) the City's $19,440,000 original principal amount Health Care
Facilities Revenue Bonds (Park Nicollet Medical Center Project), Series 1990-A,
issued by the City on October 30, 1990 (the "Series 1990-A Clinic Bonds"), (iv) the
City's $9,735,000 original principal amount Health Care Facilities Revenue Bonds
(Park Nicollet Medical Center Project), Series 1991-A, issued by the City on July 2.
1991 (the "Series 1991-A Clinic Bonds"), and (v) Ciry of Burnsville, Minnesota
$9,865,000 original principal amount Health Care Facilities Revenue Bonds (Park
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Nicollet Medical Center Project), Series 1992-A, issued by the City of Burnsville on
June 2, 1992 (the "Series 1992-A Clinic Bonds"); and
(b) refinancing of all or a portion of the currently outstanding principal
amount of (i) a $6,518,000 existing mortgage loan, the proceeds of which were used to
finance or refinance the acquisition, construction and equipping of the approximately
221,000 square foot, seven story medical office building and clinic facility located at
5000 West 39th Street in the City, currently owned by Holdings and operated by the
Clinic, (ii) a $819,000 existing mortgage loan, the proceeds of which were used to
finance the acquisition and equipping of a 8,200 square foot, one story medical office
building and clinic facility located at 7800 Eden Prairie Road in Eden Prairie,
Minnesota, currently owned and operated by the Clinic, and (iii) a $2,574,000 existing
mortgage loan, the proceeds of which were used to finance the acquisition and
equipping of a 43,000 square foot, two story medical office building and clinic facility
located at 2001 Blaisdell Avenue South in Minneapolis, Minnesota, currently owned
and operated by the Clinic; and
(c) the acquisition, construction and equipping of a 50,000 square foot, four
story medical office building and clinic facility to be located across 39th Street from
the Clinic's train facility at 5000 West 39th Street in the City and a 55,000 square
foot, two story medical office building and clinic facility to be located adjacent to the
Clinic's main facility at 5000 West 39th Street in the City, both of which facilities are
to be initially owned by Holdings and operated by the Clinic; and
(d) the improvement, renovation and equipping of the Clinic's existing
facility located at 5000 West 39th Street in the City, which facility is currently owned
by Holdings and operated by the Clinic; and
(e) the improvement, renovation and equipping of the existing hospital
facilities owned and operated by the Hospital located at 6500 Excelsior Boulevard in
the City.
The proceeds of the Series 1990A Hospital Bonds were Loaned to the Hospital and
used to refund $28,000,000 of the $30,070,000 then outstanding principal amount of the
City's Hospital Facilities Revenue Bonds (Methodist Hospital Project) Series 1985A (the
"Series 1985-A Hospital Bonds"). The proceeds of the Series 1985-A Hospital Bonds and the
Series 1990-C Hospital Bonds were used to Seance the acquisition, improvement, renovation
and equipping of the hospital facilities owned and operated by the Hospital and located at
6500 Excelsior Boulevard in the City.
The proceeds of the Series 1990-A Clinic Bonds were loaned to the Clinic and used to
finance (i) health/safety code compliance improvements to the approximately 221,000 square
foot, seven story clinic facility located at 5000 West 39th Street in the City then leased by the
Clinic from the owner, Park Nicollet Medical Foundation, (ii) work and code compliance,
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remodeling and the acquisition and installation of CT/MRI equipment and other equipment at
the Imaging Center located at 4959 Excelsior Boulevard in the City and leased and operated
by the Clinic, (111) the acquisition, construction and equipping of a 38,000 square foot medical
center and medical retailing facility owned and operated by the Clinic and located at 5320
Hyland Greens Drive in Bloomington, Minnesota, and (iv) the acquisition, constructing and
equipping of a 20,000 square foot medical center and medical retailing facility owned and
operated by the Clinic at 1885 Plaza Drive in Eagan, Minnesota.
The proceeds of the Series 1991-A Clinic Bonds were loaned to the Clinic and used to
finance a 45,000 square foot, three story medical center, pharmacy and medical retailing
facility and a 231 parking space single level parking deck located at 15111 12 Oaks Center
Drive in the City of Minnetonka, Minnesota, which facility is owned and operated by the
Clinic.
The proceeds of the Series 1992-A Clinic Bonds issued by the City of Burnsville were
loaned to the Clinic and used to finance the acquisition, construction and equipping of a
55,000 square foot addition to the 42,000 square foot medical office and clinic facility located
at 14000 Fairview Drive in the City of Burnsville, which facility is owned and operated by
the Clinic, and to refund the City of Burnsville Industrial Development Revenue Bonds
(Nicollet Clinic Properties Project) Series 1982, the proceeds of which were used to finance
such facility.
1.03 This Council has been advised by representatives of the Obligated Group that
(i) conventional commercial financing to pay the cost of the Project is available only on a
Waited basis and at such high costs of borrowing that the economic feasibility of operating
the medical facilities of the Members of the Obligated Group would be significantly reduced,
but that with the aid of municipal borrowing, and its resulting lower borrowing cost, the
Project is economically more feasible, and (ii) the Project would not be undertaken but for the
availability of tax exempt revenue bond financing.
1.04 This Council has also been advised by Dain Bosworth Incorporated that, on the
basis of their discussions with potential buyers of tax-exempt bonds, revenue bonds and
refunding revenue bonds of the City could be issued and sold upon favorable rates and terms
to finance the Project.
SECTION 2
Determination to Proceed with
the Project and its Financing
2.01 On the basis of the information given the City to date, it appears that it would
be desirable of the City to issue its revenue bonds under the provisions of the Act to finance,
refinance and refund the Project in the maximum aggregate principal amount of $235,000,000.
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2.02 It is hereby determined to proceed with the Project and its financing and this
Council hereby declares its present intent to have the City issue its revenue bonds and
refunding revenue bonds under its Home Rule Charter and the Act to finance, refinance and
refund the Project. Notwithstanding the foregoing, however, the adoption of this resolution
shall not be deemed to establish a legal obligation on the part of the City or its City Council
to issue such revenue bonds. All details of such revenue bond and refunding revenue bond
issues and the provisions for payment thereof shall be subject to final approval of the Project
by the Minnesota Department of Trade and Economic Development and shall be subject to
entering into an intergovernmental agreement with municipalities in which portions of the
Project are located, and may be subject to such further conditions as the City may specify.
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.
2.03 The Application to the Minnesota Department of Trade and Economic
Development in substantially the form on file with the City (the "Application"), with all
attachments and exhibits, is hereby approved, and the Mayor, City Manager and City Clerk
are authorized to execute said documents on behalf of the City, with such changes, additions
or deletions as the Mayor, City Manager and the City Clerk deem appropriate.
2.04 In accordance with Section 469.154, Subd. 3 of the Act, the Mayor, City
Manager and City Clerk are hereby authorized and directed to cause the Application to be
submitted to the Minnesota Department of Trade and Economic Development for approval of
the Project. The Mayor, City Manager, City Clerk, City Attorney and other officers,
employees and agents of the City are hereby authorized and directed to provide the Minnesota
Department of Trade and Economic Development with any preliminary information needed
for this purpose. The City Attorney and/or Special Counsel for the City is authorized to
initiate and assist in the preparation of such documents as may be appropriate with respect to
the issuance of the revenue bonds, if approved by the Department.
2.05 This resolution and the intentions set forth herein are subject to the members of
the Obligated Group entering into the Agreement as to Indemnity and Payment of Expenses,
between the City and the Obligated Group substantially in the form approved by Resolution
93-90 with such changes as approved by the City Manager.
2.06 Popham, Haik, Schnobrich & Kaufman, Ltd. is hereby designated as Bond
Counsel and is authorized to proceed with the preparation of documents as directed by the
Obligated Group.
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SECTION 3
Authorization of Joint
Powers Agreement
3.01 Portions of the Project as set forth in Section 1.02 hereof are located in cities of
Minnesota other than the City. The form of joint powers agreement attached hereto as
Exhibit B is hereby approved in substantially the form set forth in Exhibit A hereto and the
Mayor, City Manager and City Clerk are hereby authorized to execute such an agreement by
and between the City and any or all of the cities other than the City in which a portion of the
Project is located as set forth in Section 1.02 hereof, with such changes, additions or deletions
as the Mayor, City Manager and Clerk deem appropriate.
3.02 At the request of the Obligated Group, the City had published or intends to
publish notice of a public hearing, concerning issuance of revenue bonds to finance an
additional project on behalf of the Obligated Group, which project will be located within the
boundaries of the City of Shakopee, Minnesota. The form of joint powers agreement attached
hereto as Exhibit A is hereby approved in substantially the form set forth in Exhibit B hereto
for use in connection with the revenue bonds which may by issued to finance this additional
project, and the Mayor, City Manager and City Clerk are hereby authorized to execute such
an agreement by and between the City and the City of Shakopee with such changes, additions
or deletions as the Mayor, City Manager and Clerk deem appropriate.
3.03 This resolution and the intentions set forth herein are subject to the appropriate
cities duly and validly authorizing, executing and delivering a required joint powers
agreement prior to the issuance of the Bonds.
SECTION 4
General
4.01 If the bonds are issued and sold, the City will enter into a loan agreement or
similar agreement satisfying the requirements of the Act (the "Revenue Agreement") with the
Members of the Obligated Group. The loan payments or other amounts payable by the
Members of the Obligated Group to the City under the Revenue Agreement shall be sufficient
to pay the principal of, and interest and redemption premium, if any, on the bonds as and
when the same shall become due and payable.
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4.02 The Mayor, City Manager and City Clerk are directed, if the bonds are issued
and sold, thereafter to comply with the provisions of Section 469.154, Subdivisions 5 and 7 of
the Act.
Executed this 2nd day of August, 1993.
•
Reviewed for administration:
Approved as to form and
execution:
anufga 6162..
City Attorney
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JOINT POWERS AGREEMENT
PROVIDING FOR THE ISSUANCE OF HEALTH CARE FACILITIES
REVENUE BONDS UNDER MINNESOTA STATUTES, SECTIONS 469.152
THROUGH 469.165 TO FINANCE PROJECTS ON BEHALF OF
HEALLTHSYSTEM MINNESOTA THE HEALTHCARE NETWORK,
METHODIST HOSPITAL, PARK NICOLLET MEDICAL CENTER
AND PNMC HOLDINGS
This JOINT POWERS AGREEMENT is entered into as of the _ day of ,
1993 between the City of St. Louis Park, Minnesota ("St. Louis Park"), and the City of
Minnesota (" "). St Louis Park and are hereinafter together referred to as
the "Cities."
1. Statement of Purpose and Powers to be Exercised.
1.1 Under Minnesota Statutes, Section 469.152 through 469.165 (the "Act"),
each of the Cities is authorized to (1) issue its revenue bonds to finance properties, real or
personal, whether or not now in existence, used or useful in connection with a revenue
producing enterprise, including revenue producing enterprises whether or not operated for
profit, engaged in providing health care services. and (ii) enter into and perform contracts and
agreements with other cities concerning planning, purchase, acquisition and financing of a
project and whereby one city issues its revenue bonds in behalf of one or more other cities.
1.2 The Act recites that the welfare of the State requires the active
promotion, attraction, encouragement and development of economically sound industry and
commerce to prevent, as far as possible, the emergence of blight and areas of chronic
unemployment and to prevent economic deterioration and that the welfare of the State
requires adequate health care facilities so that adequate health care services are available to
residents of the State at reasonable cost.
1.3 HealthSystem Minnesota The Healthcare Network, a Minnesota
nonprofit corporation; Methodist Hospital, a Minnesota nonprofit corporation, Park Nicollet
Medical Center, a Minnesota nonprofit business trust, and PNMC Holdings, a Minnesota
nonprofit corporation (collectively, the "Borrower"), has proposed that the Cities enter into a
joint powers agreement under Minnesota Statutes, Section 471.59 and the Act, pursuant to
which St. Louis Park, acting for and on behalf of itself and . will issue one or
more series of revenue bonds in an amount not in excess of $ (the "Revenue Bonds")
and loan the proceeds thereof to the Borrowers to finance the costs of the Projects shown on
Schedule I attached hereto of which an an amount not in excess of $ will be loaned to
the Borrower in connection with the portion of the Projects located in as
described in Schedule L
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1.4 The undertaking of the proposed Projects and the issuance of the
Revenue Bonds to finance the cost thereof will promote the public purposes and legislative
objectives of the Act by providing substantial inducement for the Borrower to acquire and
construct the Projects, and each of the Projects constitute a "project" within the meaning of
the Act. By the execution of this Agreement, approves the financing of the
Project to be located within
2. Manner of Exercising Power. has adopted a resolution
authorizing -the joint issuance of the Revenue Bonds in an aggregate principal amount not in
excess of $235,000,000. St Louis Park shall exercise the powers of the Act on behalf of
itself and by adopting, approving and executing such resolutions, documents, and
agreements as shall be necessary or convenient to authorize, issue and sell the Revenue Bonds
and such other resolutions, documents and agreements as shall be necessary or required in
connection with the issuance of the Revenue Bonds and giving effect to or carrying out the
provisions of this Agreement and documents under which the Revenue Bonds are issued
and/or secured.
3. Source and Contribution of Funds: Allocation of Funds. The source of funds
for the Projects shall be the proceeds of the Revenue Bonds and, if necessary, a contribution
to be made by the Borrower. The funds shall be deposited and applied as provided in an
Indenture of Trust between St. Louis Park and , as trustee, and the
Loan Agreement between St. Louis Park and the Borrower.
4. Nature of Revenue Bonds. The Revenue Bonds shall be special, limited
obligations of St. Louis Park, payable solely from proceeds, revenues and other amounts
pledged thereto and more fully described in the Indenture. The Revenue Bonds and the
interest thereon shall neither constitute nor give rise to a pecuniary liability, general or moral
obligation or a pledge of the full faith or loan of credit to St. Louis Park or
, within the meaning of any charter, Constitutional or statutory provisions.
5. Term of Agreement: Termination. Unless otherwise provided by concurrent
action of the Cities, this Agreement shall terminate upon the retirement of the last outstanding
Revenue Bond, and this Agreement may not be terminated in advance of such retirement.
6. Amendments. This Agreement may be amended by the Cities at any time by a
writing signed by each. No amendment may impair the rights of the holders of the Revenue
Bonds, unless the Trustee shall have consented to such amendment in the manner provided
for an amendment of the Indenture.
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IN WITNESS WHEREOF, each of the Cities has caused this Agreement to be
executed on its behalf by its duly authorized officers, all as of the day and year first above
written.
ATTEST:
By
Its City Clerk
CITY OF ST. LOUIS PARK, MINNESOTA
By
Its Mayor
And
Its City Manager
CTrY OF , MINNESOTA
By
Its Mayor
And
Its
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SCHEDULE 1
PROJECTS
The Projects consist of:
(a) advance or current refunding of all or a portion of the outstanding principal
amount of the City's $27,070,000 principal amount Hospital Facilities Revenue Bonds
(Methodist Hospital Project), Series 1990-A issued by the City on November 15, 1990
(the "Series 1990-A Hospital Bonds"). (ii) the City's $66,170.000 original principal
amount Hospital Facilities Refunding Revenue Bonds (Methodist Hospital Project),
Series 1990-C issued by the City on November 15, 1990 (the "Series 1990-C Hospital
Bonds"), (iii) the City's $19,440,000 original principal amount Health Care Facilities
Revenue Bonds (Park Nicollet Medical Center Project), Series 1990-A, issued by the
City on October 30, 1990 (the "Series 1990-A Clinic Bonds"), (iv) the City's
$9,735,000 original principal amount Health Care Facilities Revenue Bonds (Park
Nicollet Medical Center Project), Series 1991-A, issued by the City on July 2, 1991
(the "Series 1991-A Clinic Bonds"), and (v) City of Burnsville, Minnesota $9,865,000
original principal amount Health Care Facilities Revenue Bonds (Park Nicollet
Medical Center Project), Series 1992-A, issued by the City of Burnsville on June 2.
1992 (the "Series 1992-A Clinic Bonds"); and
(b) refinancing of all or a portion of the currently outstanding principal
amount of (i) a $6,518,000 existing mortgage loan, the proceeds of which were used to
finance or refinance the acquisition, construction and equipping of the approximately
221,000 square foot, seven story medical office building and clinic facility located at
5000 West 39th Street in the City, currently owned by Holdings and operated by the
Clinic, (ii) a $819,000 existing mortgage loan, the proceeds of which were used to
finance the acquisition and equipping of a 8,200 square foot, one story medical office
building and clinic facility located at 7800 Eden Prairie Road in Eden Prairie,
Minnesota, currently owned and operated by the Clinic, and (iii) a $2,574,000 existing
mortgage loan, the proceeds of which were used to finance the acquisition and
equipping of a 43,000 square foot, two story medical office building and clinic facility
located at 2001 Blaisdell Avenue South in Minneapolis, Minnesota, currently owned
and operated by the Clinic; and
(c) the acquisition, construction and equipping of a 50,000 square foot, four
story medical office building and clinic facility to be located at across 39th Street from
the Clinic's main facility at 5000 West 39th Street in the City and a 55,000 square
foot, two story medical office building and clinic facility to be located adjacent to the
Clinic's main facility at 5000 West 39th Street in the City, both of which facilities are
to be initially owned by Holdings and operated by the Clinic; and
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(d) the improvement, renovation and equipping of the Clinic's existing
facility located at 5000 West 39th Street in the City, which facility is currently owned
by Holdings and operated by the Clinic;
(e) the improvement, renovation and equipping of the existing hospital
facilities owned and operated by the Hospital located at 6500 Excelsior Boulevard in
the City; and
• (f) the construction, acquisition and equipping of an approximately 20,000
square foot medical clinic facility located in the City of Shakopee, Minnesota to be
owned and operated by the Clinic.
The proceeds of the Series 1990A Hospital Bonds were Loaned to the Hospital and
used to refund $28.000,000 of the $30,070,000 then outstanding principal amount of the
City's Hospital Facilities Revenue Bonds (Methodist Hospital Project) Series 1985A (the
"Series 1985-A Hospital Bonds"). The proceeds of the Series 1985-A Hospital Bonds and the
Series 1990-C Hospital Bonds were used to finance the acquisition, improvement, renovation
and equipping of the hospital facilities owned and operated by the Hospital and located at
6500 Excelsior Boulevard in the City.
The proceeds of the Series 1990-A Clinic Bonds were loaned to the Clinic and used to
finance (i) health/safety code compliance improvements to the approximately 221,000 square
foot, seven story clinic facility located at 5000 West 39th Street in the City then leased by the
Clinic from the owner, Park Nicollet Medical Foundation, (ii) work and code compliance,
remodeling and the acquisition and installation of CT/MRI equipment and other equipment at
the Imaging Center located at 4959 Excelsior Boulevard in the City and leased and operated
by the Clinic, (iii) the acquisition, construction and equipping of a 38,000 square foot medical
center and medical retailing facility owned and operated by the Clinic and located at 5320
Hyland Greens Drive in Bloomington, Minnesota, and (iv) the acquisition, constructing and
equipping of a 20,000 square foot medical center and medical retailing facility owned and
operated by the Clinic at 1885 Plaza Drive in Eagan, Minnesota
The proceeds of the Series 1991-A Clinic Bonds were loaned to the Clinic and used to
finance a 45,000 square foot, three story medical center, pharmacy and medical retailing
facility and a 231 parking space single level parking deck located at 15111 12 Oaks Center
Drive in the City of Minnetonka, Minnesota, which facility is owned and operated by the
Clinic.
The proceeds of the Series 1992-A Clinic Bonds issued by the City of Burnsville were
loaned to the Clinic and used to finance the acquisition, construction and equipping of a
55,000 square foot addition to the 42,000 square foot medical office and clinic facility located
at 14000 Fairview Drive in the City of Burnsville, which facility is owned and operated by -
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the Clinic, and to refund the City of Burnsville Industrial Development Revenue Bonds
(NicoUet Clinic Properties Project) Series 1982, the proceeds of which were used to finance
such facility.
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