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HomeMy WebLinkAbout93-90 - ADMIN Resolution - City Council - 1993/07/06RESOLUTION NO. 93-_j0 RESOLUTION RELATING TO PROJECTS UNDER THE MUNICIPAL INDUSTRIAL DEVELOPMENT ACT, CALLING A PUBLIC HEARING AND AUTHORIZING AN AGREEMENT AS TO INDEMNITY AND PAYMENT OF EXPENSES IN CONNECTION THEREWITH 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 469.1651, as amended (the "Act"), authorizes the issuance of revenue bonds to finance projects. 1.02. The Home Rule Charter of the City authorizes the issuance of bonds "for any public purpose not prohibited by law." 1.03. 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." 1.04 HealthSystem Minnesota The Healthcare Network, a Minnesota nonprofit corporation ("HSM"), Methodist Hospital, a Minnesota nonprofit corporation (the "Hospital"), Park Nicollet Medical Center, a Minnesota business trust (the "Clinic") and PNMC Holdings, a Minnesota nonprofit corporation, which owns and leases certain medical facilities to the Clinic ("Holdings", together with HSM, the Hospital and the Clinic, herein referred to as the "Borrowers"), have presented the City Council of the City with information concerning a project proposed to be undertaken and financed pursuant to the Act and the City's Charter (the "Project"), and the issuance of revenue bonds on behalf of the Borrowers to finance the Project. 1.05 The Project includes, but is not limited to: (a) advance or currently refund 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 $6,536,000 existing mortgage loan, the proceeds of which were used to finance or refinance the acquisition, construction and equipping of the approximately 173,000 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 $817,000 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 $2,700,000 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 (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 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 173,000 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 story medical office and clinic facility located at 14000 Fairview Drive in the City of Burnsville, which facility is owned and operated by the Clinic. -3- 1.06. The Council has received a proposal from the Borrowers that the City issue its revenue bonds in an aggregate principal amount of approximately $235,000,000 for such uses (collectively, the "Series 1993 Bonds"). It is anticipated that the Series 1993 Bonds will be issued in one or more series, which may be issued simultaneously or on different dates. 1.07 The Borrowers will constitute the initial members of an obligated group (the "Obligated Group") pursuant to a Master Indenture to be entered into by each of the Borrowers and a master trustee. The Borrowers will be obligated to make payments with respect to the principal of, premium, if any, and interest on the Series 1993 Bonds pursuant to one or more loan agreements, each to be entered into by all Borrowers and the City and pursuant to one or more Master Notes to be executed by all the Borrowers as the Obligated Group under a Master Indenture. 1.08 The Borrowers have requested that the City resolve to issue the Series 1993 Bonds pursuant to the Act to finance the Project and will present to the City Council a form of preliminary resolution concerning such issuance with a request that such preliminary resolution be considered for adoption by the City Council, after a public hearing pursuant to reasonable public notice. 1.09. The City hereby finds and determines the issuance of the Series 1993 Bonds is authorized under the Act and the City's Home Rule Charter and constitutes a public purpose under the City's Home Rule Charter for which bonds can be issued. 1.10. Section 147(f)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code"), and Section 1313(a)(3)(A) of the Tax Reform Act of 1986 require a public hearing following reasonable public notice prior to the approval of the Series 1993 Bonds by the Council. The Code requires that the notice of the public hearing be published at least 14 days prior to the date of the public hearing in the official newspaper of the City for legal notices for residents other than in the locality of the Project and in a newspaper of general circulation in the locality of the Project and that such notice contain the date, time and place of the public hearing as well as a general, functional description of the Project, the maximum aggregate face amount of the Series 1993 Bonds, the initial owner, operator, or manager of the Project and the location of the Project by street address, or if none, by description of specific location. 1.11 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 bonds or other obligations to be issued to finance a project, must be -4- 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. 1.12 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, is on file with the City and available for public inspection. 1.13. The Borrower has presented to the City a form of public notice, attached hereto as Exhibit A, with a request that the City Council establish a date for a public hearing and authorize publication of the form of public notice provided by the Borrower. 1.14. The City hereby finds and determines the Borrower is required to provide the City with a draft copy of the Application prior to the date of publication of the notice of the public hearing. 1.15. The City hereby finds and determines that prior to holding a public hearing on the proposed issuance of the Series 1993 Bonds, the City requires the Borrower and each other member of the Obligated Group to authorize, execute and deliver to the City an Agreement as to Indemnity and Payment of Fees and Expenses (the "Agreement"), substantially in the form attached hereto as Exhibit B and in form and substance acceptable to the Mayor, City Manager and City Clerk herein authorized to execute the Agreement on behalf of the City. Section 2. Public Hearing. 2.01 The City will conduct, and there is hereby called, a public hearing on the proposal of the Borrower that the City issue the Series 1993 Bonds on Monday, the 2nd day of August, 1993 at 7:30 o'clock p.m. at the Council Chambers of the City Hall, 5005 Minnetonka Boulevard. 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 A, to be published in the official newspaper of the City and a newspaper of general circulation in each of the locations of the Project. 2.03 The holding of the public hearing as set forth herein is subject to the Borrowers delivering to the City a draft copy of the Application prior to the publication of the notice of public hearing and authorizing, executing and delivering to the City the Agreement prior to the holding of the public hearing. -5- DRAFT 7/06/93 Exhibit A to Resolution No. 93-90 NOTICE OF PUBLIC HEARING RELATING TO A PROJECT AND THE PROPOSED ISSUANCE OF REVENUE BONDS FINANCING FACILITIES FOR HEALTH CARE SERVICES ON BEHALF OF HEALTHSYSTEM MINNESOTA 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 proposed issuance of up to $235,000,000 in healthcare facility revenue bonds (Series 1993 Bonds) in one or more series by the City to finance a Project pursuant to Sections 469.152 to 469.1651, Minnesota Statutes. The proceeds of the Series 1993 Bonds will be loaned to an obligated group consisting of HealthSystem Minnesota, a Minnesota non-profit corporation ("HSM"); Methodist Hospital, a Minnesota non-profit corporation (the "Hospital"); Park Nicollet Medical Center, a Minnesota non-profit business trust (the "Clinic"); and PNMC Holdings, a Minnesota non-profit corporation ("Holdings", together with HSM, the Hospital and the Clinic, herein referred to as the "Borrowers"). The Borrowers will use the proceeds of the Bonds to finance the Project described below. The Project will be initially owned, operated and managed by the respective Borrowers as set forth below. The Borrowers are related and affiliated corporations and entities, and in that respect, the Project will be owned, operated and managed by the Borrowers collectively. The hearing will be held at Council Chambers of the City Hall, 5005 Minnetonka Boulevard, in said City on Monday, August 2, 1993, at approximately 7:30 o'clock p.m. The Project includes, but is not limited to: (a) advance or currently refund 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 $6,536,000 existing mortgage loan, the proceeds of which were used to finance or refinance the acquisition, construction and equipping of the approximately 173,000 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 $817,000 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 $2,700,000 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 (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 -2- (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 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 173,000 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 story medical office and clinic facility located at 14000 Fairview Drive in the City of Burnsville, which facility is owned and operated by the Clinic. At said time and place, the City Council shall give all parties who appear an opportunity to express their views with respect to the proposal to finance the Project. Interested persons may also submit written comments to the undersigned City Clerk prior to the date of such hearing. A draft copy of the proposed application to the Minnesota Department of Trade and Economic Development, together with 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, 5005 Minnetonka Boulevard in the City, Monday through Friday, except legal holidays, from 8:00 a.m. to 4:30 p.m. to and including the date of hearing. Dated: July 6, 1993 1422JR13/1-2 /s/ Beverly Flanagan City Clerk (PUBLISHED IN THE SUN -SAILOR AND STAR TRIBUNE ON JULY 14, 1993) -4- DRAFT 7/06/93 Exhibit B to Resolution No. 93-90 AGREEMENT AS TO INDEMNITY AND PAYMENT OF EXPENSES BETWEEN CITY OF ST. LOUIS PARK, MINNESOTA AND HEALTHSYSTEM MINNESOTA, THE HEALTHCARE NETWORK; METHODIST HOSPITAL; PARK NICOLLET MEDICAL CENTER AND PNMC HOLDINGS Dated as of July 6, 1993. THIS AGREEMENT is made and entered into effective as of July 6, 1993, by and between the City of St. Louis Park, Minnesota (the "City"), on the one hand, and HealthSystem Minnesota, The HealthCare Network, a Minnesota non-profit corporation ("HSM"); Methodist Hospital, a Minnesota non-profit corporation (the "Hospital"); Park Nicollet Medical Center, a Minnesota nonprofit business trust (the "Clinic"); and PNMC Holdings, a Minnesota non-profit corporation ("Holdings", together with HSM, the Hospital and the Clinic, herein referred to as the "Borrowers"). WHEREAS, the City has received a proposal from the Borrowers that the City issue its revenue bonds (the "Bonds") for the purposes described in Resolution 93- of the City Council (the "Project") under Minnesota Statutes, Chapter 469, 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 Monday, August 2, 1993, in accordance with the Act, on the Project and the proposal to issue the Bonds 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 issue revenue bonds 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, and does not indicate the present intent of the City to issue its revenue bonds under the Act; and WHEREAS, the Borrowers shall form an Obligated Group (the "Obligated Group") which shall be obligated to repay the borrowing of the Borrowers and the Bonds pursuant to a master note issued pursuant to a Master Indenture by and among the members of the Obligated Group and a master trustee; 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 foregoing, the parties agree as follows: 1. No Obligation to Issue. Until such time as the City, in its sole discretion, shall adopt a final resolution authorizing the issuance of the Bonds, the Borrowers hereby acknowledge that the City shall have no legal or equitable obligation to issue such Bonds and shall not be liable in any fashion for not issuing such Bonds. The Borrowers further acknowledge that all details of the Bonds and the provisions for payment thereof may be subject to such further conditions as the City may specify. 2. Source of Repayment. The parties hereby acknowledge that the 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 Borrowers. The Borrowers jointly and severally hereby agree 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' reasonable fees and expenses), causes of action, suits, claims, demands and judgments of any nature arising from the Project, the proposed financing, the issuance of the Bonds and the refunding of certain bonds and other obligations with proceeds of the Bonds, as contemplated by the Project, including, without limitation, the calling of the public hearing, the publication of notice thereof, the adoption of any preliminary or final resolution, the issuance and delivery of such Bonds and the offering of such Bonds for resale. 4. Fees. The Borrowers jointly and severally agree that whether or not the Bonds are issued they will reimburse the City for direct costs and expenses incurred in connection with the issuance, purchase and sale, payment, registration, transfer, exchange or redemption of the Bonds, including, but not limited to, the fees and expenses of City counsel, bond counsel, financial consultants, engineers, architects, attorneys, management consultants, accountants or other consultants as may from time to time be retained by the City; and on demand therefor, they will pay to the City the reasonable fees and expenses of Popham, Haik, Schnobrich & Kaufman, Ltd., acting as counsel to and bond counsel for the City and all other expenses incurred by the City in connection with consideration of the proposed Bond issue or the issuance of the Bonds. The Borrowers agree that they will pay upon invoice therefor the fees and expenses of Popham, Haik, Schnobrich & Kaufman, Ltd., as counsel to the City and as bond counsel in connection with or relating to the proposed issuance of the Bonds which may be billed to the Borrowers monthly for work actually done and for expenses incurred through the date of such statement. -2- r The Borrowers acknowledge and agree that Popham, Haik, Schnobrich & Kaufman, Ltd. in acting as counsel to the issuer and bond counsel is representing the City and in no fashion is representing any or all of the Borrowers, notwithstanding the agreement of the Borrowers to reimburse the City for such firm's fees and expenses. The Borrowers agree 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 Borrowers or any affiliates of any of the Borrowers. 5. Separate Agreement. The Agreements as to indemnity and fees set forth in Sections 3 and 4 above are separate from, and in addition to, any other agreements, including without limitation, any agreements with respect to indemnity and payment of fees and expenses previously or hereafter entered into by the parties hereto or which the City shall require in the documentation executed in connection with the issuance of the Bonds. 6. Required Provisions. Pursuant to Resolution No. 90-112, the City has required as follows: A. That parties benefited by the issuance of revenue bonds agree during the life of the bonds, not to discriminate against any employee or applicant for employment because of race, color, sex, creed, national origin, or age, or on any other basis prohibited by Federal, State or local law and that parties agree during the life of the bonds to provide equal employment opportunities without regard to race, color, sex, creed, national origin, or age. Further, such parties shall have in place and utilize affirmative action employment practices. B. That fees in the following amounts paid to the City in connection with the issuance of revenue bonds shall be required in addition to other amounts or indemnities which may be required in connection with any issuance of revenue bonds: i. Whether or not the bonds are issued, an amount to reimburse the City for direct costs and expenses incurred in connection with the issuance, purchase and sale, payment, registration, transfer, exchange or redemption of the bonds, including, but not limited to, the fees and expenses of City counsel, bond counsel, financial consultants, engineers, architects, attorneys, management consultants, accountants or other consultants as may from time to time be retained by the City. -3- ii. In addition to the foregoing, an annual fee of one-eighth of one percent per annum of the principal amount of the bond issue outstanding, payable in arrears semi-annually on such dates as determined by the City and calculated on the principal amount of the bonds outstanding during the six months preceding the date on which the payment is due. IN WITNESS WHEREOF, the City has caused this Agreement to be executed in corporate name and attested by its duly authorized officers and caused its corporate seal to be hereunto affixed and the Borrowers have caused this Agreement to be executed in their respective names by their respective duly authorized officers, all as of the date first written above and all pursuant to the authority granted in resolutions adopted by the Borrowers and the City prior to the date hereof. HEALTHSYSTEM MINNESOTA, THE HEALTHCARE NETWORK By Its METHODIST HOSPITAL By Its PARK NICOLLET MEDICAL CENTER By Its PNMC HOLDINGS, INC. By Its (SEAL) ATTEST: By Its City Clerk 1499JR s/9-14 CITY OF ST. LOUIS PARK, MINNESOTA By Its Mayor By Its City Manager r /x. 43-90 Section 3. Aareement Authorized. 3.01 The Mayor, the City Manager and the City Clerk are hereby authorized to execute the Agreement in substantially the form attached hereto as Exhibit B with such changes or amendments as such officers deem appropriate. In the absence of the Mayor, the Acting Mayor or, in the absence of the Acting Mayor, any member of the Council, is authorized to execute the Agreement. In the absence of the City Manager or the City Clerk, any person authorized to act as City Manager or City Clerk, as the case may be, is authorized to execute the Agreement. Section 4. Effective Date. 4.01 This resolution shall become effective immediately upon its passage and without publication. Adopted this 6th day of July, 1993. ATTEST: City Clerk May //citott Reviewed for administration: Approved as to form and execution: Ci Manager 14 JRS/3-8 dat.. Pam City Attorney