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HomeMy WebLinkAbout01-107 - ADMIN Resolution - City Council - 2001/10/03RESOLUTION NO. 01-107 • A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA APPROVING AND AUTHORIZING THE ISSUANCE OF ITS REVENUE BONDS (PARK NICOLLET HEALTH SERVICES PROJECT), SERIES 2001, UNDER MINNESOTA STATUTES, SECTIONS 469.152 THROUGH 469.165, AS AMENDED, TO FINANCE PROPERTY FOR THE BENEFIT OF PARK NICOLLET HEALTH SERVICES, PARK NICOLLET CLINIC, METHODIST HOSPITAL AND PNMC HOLDINGS; APPROVING THE FORM AND AUTHORIZING THE EXECUTION OF THE REVENUE BONDS AND RELATED DOCUMENTS; AND PROVIDING FOR THE SECURITY, RIGHTS AND REMEDIES WITH RESPECT TO THE REVENUE BONDS WHEREAS, under the Minnesota Municipal Industrial Development Act, Minnesota Statutes, Sections 469.152 through 469.165, as amended (the "Act"), each municipality and redevelopment agency of the State of Minnesota (as defined in the Act), including the City of St. Louis Park, Minnesota (the "City"), is authorized to issue its revenue obligations to finance capital equipment and improvements to land and buildings for the benefit of a revenue producing enterprise to be owned by a contracting party (as defined in the Act), and WHEREAS, the City has proposed to issue is revenue obligations (the "Obligations"), and loan the proceeds denved from the issuance of the Obligations to Park Nicollet Health Services, a Minnesota nonprofit organization, Park Nicollet Clinic, a Minnesota nonprofit corporation, Methodist Hospital, a Minnesota nonprofit corporation, and PNMC Holdings, a Minnesota nonprofit corporation, or related entities (collectively, the "Corporations") to finance the acquisition of various assets and hospital improvements, including, but not limited to, hospital and medical equipment, and computer equipment, all to be located at facilities owned by the Corporations, in the City (the "Project"); and WHEREAS, the Obligations are proposed to be purchased by GE Capital Public Finance, Inc., (the "Lender") and the proceeds denved from the sale of the Obligations will be loaned to the Corporations pursuant to the terms of a Master Financing Agreement, dated as of October 1, 2001 (the "Master Financing Agreement"), among the Lender, the City and the Corporations, Schedule No. 1 to Master Financing Agreement, dated as of October 1, 2001 ("Schedule No 1"), among the Lender, the City and the Corporations, and Schedule No. 2 to Master Financing Agreement, dated as of October 1, 2001 ("Schedule No 2"), among the Lender, the City and the Corporations, and WHEREAS, the payment of the pnncipal of, premium, if any, and interest on the Obligations will be secured by: (i) the revenues denved from the Master Financing Agreement, Schedule No. 1 and Schedule No. 2 (the "Agreements") to be assigned to the Lender; and (ii) certain other security granted by the Corporations; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, THAT 1. The City acknowledges, finds, determines, and declares that the issuance of the Obligations is authonzed by the Act and is consistent with the purposes of the Act and that the issuance of the Obligations and the other actions of the City under the Agreements and this resolution constitute a public purpose and are in the best interests of the City. Resolution No. 01-107 -2- 2. For the purposes set forth above, there is hereby authonzed the issuance, sale and delivery of the Obligations in the aggregate pnncipal amount of $10,000,000. The Obligations shall bear interest, shall be numbered, shall be dated, shall mature, shall be in such form, and shall have such other terms, details, and provisions as are prescnbed in the form of Agreements now on file with the City. The City hereby authonzes the Obligations to be issued as "tax- exempt bonds" the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. All of the provisions of the Agreements, when executed as authonzed herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Obligations shall have the terms set forth in the Agreements substantially in the form on file with the City, which are hereby approved, with such necessary and appropriate variations, omissions and insertions (including changes to the pnncipal amount of the Obligations, the determination of the interest rates on the Obligations, and other terms of the Obligations) as the Mayor and the City Manager of the City (the "Mayor" and "Manager," respectively), in their discretion shall determine. The execution of the Agreements with the manual signatures of the Mayor and the Manager and the delivery of the Agreements by the City shall be conclusive evidence of such determination. 3. The Obligations shall be special obligations of the City payable by the City solely from the revenues denved by the City from the Agreements, as assigned to the Lender. 4. The City Council of the City hereby authonzes and directs the Mayor and the Manager to execute and deliver the Agreements in the form now on file with the City, the Escrow Agreement with respect to Schedule No 1, dated as of October 1, 2001 (the "Schedule No. 1 Escrow Agreement"), between the Lender, the City, the Corporations and National City Bank of Minneapolis, as escrow agent (the "Escrow Agent"), and the Escrow Agreement with respect to Schedule No 2, dated as of October 1, 2001 (the "Schedule No. 2 Escrow Agreement"), between the Lender, the City, the Corporations and the Escrow Agent. All of the provisions of the Agreements, Schedule No. 1 Escrow Agreement and Schedule No. 2 Escrow Agreement (the "Obligation Documents"), when executed as authonzed herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Obligation Documents shall be substantially in the forms on file with the City, which are hereby approved, with such necessary and appropnate vanations, omissions and insertions as the Mayor and the Manager in their discretion shall determine. The execution of the Obligation Documents with the manual signatures of the Mayor and the Manager and the delivery of the Obligation Documents by the City shall be conclusive evidence of such determination. 5. The Obligations shall be revenue obligations of the City the proceeds of which shall be disbursed pursuant to Schedule No. 1 Escrow Agreement and Schedule No. 2 Escrow Agreement, and the pnncipal, premium, and interest on the Obligations shall be payable solely from the revenues denved from the Obligation Documents, and the other sources set forth in the Agreements. • • Resolution No. 01-107 -3- 6. The Mayor and Manager of the City are hereby authonzed to execute and deliver, on behalf of the City, such other documents as are necessary or appropnate in connection with the issuance, sale, and delivery of the Obligations, including the City Tax Certificate, the Information Return for Tax -Exempt Pnvate Activity Bond Issues, and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale, and delivery of the Obligations. The City hereby authonzes Kennedy & Graven, Chartered, as bond counsel of the City, to prepare, execute, and deliver its approving legal opinion with respect to the Obligations. 7. All covenants, stipulations, obligations, and agreements of the City contained in this resolution and the aforementioned documents shall be deemed to be the covenants, stipulations, obligations, and agreements of the City to the full extent authonzed or permitted by law, and all such covenants, stipulations, obligations, and agreements shall be binding upon the City. Except as otherwise provided in this resolution, all nghts, powers and pnvileges conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the City or by such members of the City Council, or such officers, board, body or agency thereof as may be required or authonzed by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council of the City, or any officer, agent or employee of the City in that person's individual capacity, and neither the City Council of the City nor any officer or employee executing the Obligations shall be liable personally on the Obligations or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the aforementioned documents, the Obligations or in any other document relating to the Obligations, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give nse to any pecuniary liability of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the City has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Obligation Documents which are to be applied to the payment of the Obligations. 8. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm, other than the City or any holder of the Obligations issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provisions hereof, this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the City and any holder from time to time of the Obligations issued under the provisions of this resolution. 9. In case any one or more of the provisions of this resolution, other than the provisions contained in Section 3 hereof, or of the aforementioned documents, or of the Obligations issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Obligations, but this resolution, the aforementioned documents, and the Obligations shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. Resolution No. 01-107 -4- 10. The Agreements, when executed and delivered, shall contain a recital that the Obligations are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Obligations and the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Obligations, and to the execution of the aforementioned documents to happen, exist and be performed precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 11. The officers of the City, bond counsel, other attorneys, engineers, and other agents or employees of the City are hereby authonzed to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Obligations for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Obligations, the aforementioned documents and this resolution. In the event that for any reason the Mayor of the City is unable to carry out the execution of any of the documents or other acts provided herein, any other member of the City Council of the City shall be authonzed to act in his capacity and undertake such execution or acts on behalf of the City with full force and effect, which execution or acts shall be valid and binding on the City. If for any reason the Manager of the City is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed by any member of the City Council or any officer of the City delegated the duties of the Manager, with the same force and effect as if such documents were executed and delivered by the Manager of the City. 12. The City Council elects not to qualify the Obligations as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"). 13. The Agreements will include covenants of the Corporations to pay the administrative fees of the City and pay, or upon demand, reimburse the City for payment of, any and all costs incurred by the City in connection with the Project and the issuance of the Obligations, whether or not the Obligations are issued. 14. This resolution shall be in full force and effect from and after its passage. Reviewed for Administration: ity Manager Attest: ity Clerk the y Council October 3, 2001