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HomeMy WebLinkAbout93-133 - ADMIN Resolution - City Council - 1993/08/23RESOLUTION NO. 93-1333 RESOLUTION AUTHORIZING THE ISSUANCE AND SALE BY THE CITY OF ITS HEALTH CARE FACILITIES REVENUE BONDS (HEALTHSYSTEM MINNESOTA OBLIGATED GROUP), SERIES 1993, AUTHORIZING EXECUTION OF AN INDENTURE OF TRUST, A LOAN AGREEMENT, ESCROW AGREEMENTS, A PURCHASE CONTRACT, AMENDMENTS AND RELATED DOCUMENTS, 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 its Home Rule Charter (its "Charter"), Minnesota Statutes, Chapter Sections 469.152 through 469.1651, as amended (the "Act"), Minnesota Statutes, Sections 469.155, Subd. 9 and Section 471.59, and as provided in the Joint Powers Agreements (as defined herein), its Health Care Facilities Revenue Bonds (HealthSystem Minnesota Obligated Group), Series 1993 (the "Series 1993 Bonds"), to finance a Project located in the City and certain other cities by loaning the proceeds thereof to HealthSystem Minnesota The Healthcare Network, a Minnesota nonprofit corporation ("HSM"), Park Nicollet Medical Center, a nonprofit business trust (the "Clinic"), Methodist Hospital, a Minnesota nonprofit corporation (the "Hospital"), and PNMC Holdings, a Minnesota nonprofit corporation ("Holdings") (collectively the "Obligated Group" or the "Members of the Obligated Group"), which will use the proceeds to (i) redeem, pursuant to a cross-over refunding structure, on July 1, 2000, $23,290,000 of the $27,070,000 presently outstanding principal amount of 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) advance refund all of the $66,170,000 presently outstanding principal amount of 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", and together with the Series 1990-A Bonds, the "Series 1990 Hospital Bonds"); (iii) advance refund all of the $19,250,000 presently outstanding principal amount of Health Care Facilities Revenue Bonds (Park Nicollet Medical Center Project), Series 1990-A, issued by the City on October 30, 1990 (the "Series 1990 Clinic Bonds"); (iv) advance refund all of the $9,640,000 presently outstanding principal amount of Health Care Facilities Revenue Bonds (Park Nicollet Medical Center Project), Series 1991-A, issued by the City on July 2, 1991 (the "Series 1991 Clinic Bonds"); (v) current refund all of the $9,865,000 presently outstanding Health Care Facilities Revenue Bonds (Park Nicollet Medical Center Project), Series 1992-A, issued by the City of Burnsville, Minnesota on June 2, 1992 (the "Series 1992 Clinic Bonds"); (vi) pay the costs of certain capital expenditures to be incurred by Holdings (the "Tower Place Project"), by the Hospital (the "Hospital Project") and by the Clinic (the "Clinic 157/22013886 8/23/93 03857-377 Project," and, together with the Holdings Project, the Hospital Project and the Clinic Project, collectively the "Projects") including, without limitation, the refinancing the current outstanding principal amount of two existing taxable mortgages of the Clinic in the original principal amounts of $6,552,976.79 (the "Park Center Mortgage") and $2,700,000 (the "Minneapolis Mortgage"); (vii) fund a reserve fund for the benefit of the Series 1993 Bonds; and (viii) pay certain expenses incurred in connection with the issuance of the Series 1993 Bonds and the aforesaid refundings, including the municipal bond insurance premium. The Council adopted resolutions on August 2, 1993 and August 23, 1993, giving preliminary approval to the issuance of bonds under the Act to finance the Project and that approval is hereby confirmed and ratified. Drafts of the following documents relating to the Project and the Series 1993 Bonds have been submitted to the Council and are now, or shall be placed, on file with the City Clerk: (a) Loan Agreement to be dated as of September 1, 1993 (the "Loan Agreement"), proposed to be made and entered into between the City and the Members of the Obligated Group; (b) Bond Trust Indenture to be dated as of September 1, 1993 (the "Bond Indenture"), proposed to be made and entered into between the City and Norwest Bank Minnesota, National Association, as trustee (the "Bond Trustee"); (c) Two separate amendments to Loan Agreement relating to loan agreements dated October 1, 1985 and October 16, 1990, respectively, (the "Amendments") proposed to be entered into between the City, the Hospital and the trustee to which the respective loan agreements were assigned; (d) Purchase Contract to be dated as of the date of execution (the "Purchase Contract") by and among the City, the Obligated Group and the purchasers named therein (the "Underwriters"); (e) Escrow Agreements, each to be dated as of September 1, 1993 (the "Escrow Agreements"); proposed to be entered into by and among the City, the Bond Trustee, the trustees for the bonds to be refunded with proceeds of the Series 1993 Bonds, and the escrow agents named therein; and (f) Preliminary Official Statement (the "Preliminary Official Statement"), relating to the Series 1993 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, and the financing and refinancing of the Project, including without limitation the refunding of Series 1990 Hospital Bonds, the Series 1990 Clinic Bonds, the Series 1991 Clinic Bonds and the Series 1992 Clinic Bonds 157/220138868/23/93 2 03857-377 f L and the refinancing of the Park Center Mortgage and the Minneapolis Mortgage, constitutes a public purpose not prohibited by law for which the City may authorize and issue its revenue bonds; (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 cities of Burnsville, Minneapolis, and Shakopee, 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) each portion of the Project, prior to the issuance of the Series 1993 Bonds, has been or shall be approved by the Department of Trade and Economic Development of the State of Minnesota (Such approval was obtained on August 11, 1993 with respect to all portions of the Project except the portion of the Clinic Project to be located in Shakopee, Minnesota, and application for such approval shall be made forthwith); (d) the financing of the Project, the issuance and sale of the Series 1993 Bonds, the execution and delivery of the Loan Agreement, the Bond Indenture, the Purchase Contract, the Escrow Agreements and the Amendments and the performance of all covenants and agreements of the City contained in the Loan Agreement, the Bond Indenture, the Purchase Contract and the Amendments and of all other acts and things required under the City's Charter and the Constitution and laws of the State of Minnesota to make the Loan Agreement, the Bond Indenture, the Purchase Contract, the Escrow Agreements, the Amendments and the Series 1993 Bonds valid and binding obligations of the City in accordance with their terms are authorized by the Act and the City's Charter; (e) the loan payments provided for 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 1993 Bonds when due, and the Loan Agreement also provides that the Obligated Group is required to pay all expenses of the operation and maintenance of the Project; (f) the payments under the Loan Agreement are evidenced or secured by the Series 1993 Master Notes issued pursuant to a Master Indenture by and among 157/22013886 8/23/93 3 03857-377 Norwest Bank Minnesota, National Association, as Master Trustee and the Obligated Group in an aggregate principal amount equal to the loan made under the Loan Agreement, which is equal to the aggregate principal amount of the Series 1993 Bonds; (g) it is desirable that the Series 1993 Bonds issued by the City upon the terms set forth herein and in the Bond Indenture, under the provisions of which the City will pledge and grant a security interest in the City's interest in the Loan Agreement and the payments thereunder (except for certain expenses and indemnification), and will assign and endorse the Series 1993 Master Notes (without recourse or warranty) to the Bond Trustee as evidence of and security for the payment of principal of, premium, if any, and interest on the Series 1993 Bonds; (h) under the provisions of Minnesota Statutes, Section 469.162(1), and as provided in the Loan Agreement and Bond Indenture, the Series 1993 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 1993 Bonds shall ever have the right to compel any exercise of the taxing power of the City to pay any of the principal of, premium, if any, or interest on the Series 1993 Bonds; the Series 1993 Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and each Series 1993 Bond issued under the Bond Indenture shall recite that the Series 1993 Bonds, including interest thereon, are payable solely from the revenue pledged to the payment thereof and that no Series 1993 Bond shall constitute a debt of the City within the meaning of any constitutional or statutory limitation; and (i) the Series 1993 Bonds are not issued to run for longer than the reasonable life expectancy of the property or improvement for which the Series 1993 Bonds are authorized within the meaning of the City's Charter, and, in any case, the Series 1993 Bonds are not issued to run for more than thirty years. 3. The forms of Loan Agreement, Bond Indenture, Purchase Contract, Escrow Agreements, Amendments and Preliminary Official Statement referred to in paragraph 1 are approved. The Loan Agreement, Bond Indenture, Escrow Agreements, Purchase Contract and Amendments, the Official Statement (the "Official Statement"), in substantially the form of the Preliminary Official Statement, with such variations, additions and deletions, not inconsistent with this resolution, the City's Charter, 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 hereby approved and the Mayor and the City Manager are hereby authorized and directed to execute and deliver such documents in final form in the name and on behalf of the City with or without the official seal of the City impressed thereon and attested to by the City Clerk. 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 1993 157/22013886 8/23/93 4 03857-377 r lb v 1 Bonds. For purposes of Section 147(0 of the Internal Revenue Code of 1986, as amended, the Series 1993 Bonds are hereby approved by the Council, an elected legislative body of the City, after public hearings held August 2, 1993, and August 23, 1993, of which reasonable public notice was given. The governing bodies of the cities of Minneapolis, Burnsville and Shakopee, Minnesota, each of which is an elected legislative body of such city, approved the Series 1993 Bonds by the City on their respective behalf for portions of the Project located in such cities and authorized the execution of joint powers agreements (the "Joint Powers Agreements") with the City at meetings held on August 13, 1993, August 16, 1993, and August 17, 1993, respectively, 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 1993 Bonds, in one or more series, in the maximum aggregate principal amount of $235,000,000, plus such additional principal amount, if any, which results from the issuance of Series 1993 Bonds at an original issue discount. The form and terms of the Series 1993 Bonds shall be as set forth in the Bond 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 1993 Bonds shall be subject to optional redemption but may contain provisions limiting optional redemption for up to ten years from the date of issuance and may require an optional redemption premium not greater than four percent (4%) of the principal amount of Series 1993 Bonds to be redeemed. The Series 1993 Bonds shall bear interest at rates such that the average stated interest rate of all the Series 1993 Bonds does not exceed 6.15% or the maximum rate otherwise provided by law; provided, that some or all of the Series 1993 Bonds may bear interest at variable rates as described in the Preliminary Official Statement. No Series 1993 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 1993 Bonds, principal amount per maturity of the Series 1993 Bonds, and mandatory sinking fund installment amounts of the Series 1993 Bonds which are term bonds, shall be set forth in the Purchase Contract as executed and delivered by the Obligated Group, and shall be in such years and in such amounts as is necessary to provide approximately level debt service through the life of the Series 1993 Bonds. In no event shall the Series 1993 Bonds be issued to run for more than thirty years. The aggregate principal amount of the Series 1993 Bonds herein authorized may be reduced to an amount deemed sufficient by the Obligated Group to finance the costs of the Project, to pay a portion of the interest accruing on the Series 1993 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 Bond Indenture, and to pay expenses incurred in connection with the issuance of the Series 1993 Bonds including, without limitation, a bond insurance premium. The Series 1993 Bonds shall contain a recital that they are issued pursuant to the City's Charter and 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 manual or facsimile signature the Series 1993 Bonds as prescribed in the Bond Indenture and to deliver them to the Bond Trustee, together with a certified copy of this resolution and other documents required by the Bond Indenture, for authentication and delivery to the 157/22013886 8/23/93 5 03857-377 Underwriters. The Bond Trustee is hereby appointed authenticating agent with respect to the Series 1993 Bonds pursuant to Minnesota Statutes, Section 475.55, and the certificate of authentication on the Series 1993 Bonds shall evidence authentication of the Series 1993 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, upon issuance of the Series 1993 Bonds, certified copies of all proceedings and records of the City relating to the Series 1993 Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Series 1993 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 Bond Indenture, the Loan Agreement, the Series 1993 Bonds, the Escrow Agreements, the Joint Powers Agreements, the Amendments or the 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 1993 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 City's Charter, the Act or other law, as may be necessary and appropriate and approved by the City Attorney prior to the execution of the documents. Such deletions may include, without limitation, the deletion of the provisions relating to the issuance of Floaters and Inverse Floaters as defined in the Bond Indenture, if so requested by the Members of the Obligated Group. 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 Underwriters to purchase the Series 1993 Bonds upon the terms and conditions set forth in the proposed Purchase Contract, and at a purchase price equal to an amount not less than 1.0% of the aggregate original principal amount of the Series 1993 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. 157/220138868/23/93 6 03857-377 1 1 1 f 8. The City Manager is hereby authorized to execute and deliver all documents necessary to effect the use of a portion of the proceeds of the Series 1993 Bonds to refund outstanding bonds, including, if necessary, the purchase of securities, including United States Treasury Obligations -- State and Local Government Series (SLGS). 9. This resolution shall be effective immediately upon its final adoption. PASSED by the City Council of the City of St. Louis Park, Minnesota, this 23rd day of August, 1993. 1 i /04,,,t„ Mayor i's/ Lyle W. Hanks 114,sVakediei City Clerk s/ Beverly F rqan Review d for administration: Approved as to form and execution: ty Manager eyer, City Attorney /s/ Suesan Lea Pace 157/22013886 8/23/93 7 03857-377