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HomeMy WebLinkAboutCity Council Resolution 1994-290o5-11-199, 18:20 812 339 5897 BEST&FLANAGM P.02 CERTIFICATION OF MJ NLrM Mur"Palitlr The City of Plymouth, Mbuiesota Ooven drat Body: City council Mating: A mating of the City Council of The City of Plymouth was held on the 16th day of May, 1994, at 7:00 p.m. at the Plymouth City H4 3400 Plymouth Boulevard, Plymouth, Minnesota. Members present: Anderson, Morrison. Lymangood, Helliwell, Granath, Tierney Members absent: Edson Documents. Roolution No. 290 - Authotizdng the issuance of its City of Plymouth, Minnesota Health Facilities Revenue Bonds (WestHealth Campus Project) Series 1994A and authorizing the execution of an Indenture of Trust, loan Agreement and related documents. Certification: I, liurie Rauenhorzt, the City Cleric of the City of Plymouth, Minnesota, do hereby certiff the folknhW. Attached hereto is a true and correct copy of a resolution on file and of record in the offices of the City of Plymouth, Minnesota, which resolution was adopted by the Plymouth City Council, at the meeting referred to above. Said mating was a regular meeting of the Plymouth City Council, was open to the public, and was hod at the time at which meetings re of the City Council aregularly hold. Member Hal l`11 moved the adoption of the attached resolution. The motion for adoption of the attached resolution was seconded by Member Granath . A vote being taken on the motion, the Wllowing voted in Livor of the resolution: Anderson, Morrison, Lymengood, Helliwell, Granath, Tierney. and the following voted against the resolution: None. Whereupon said resolution wu declared duly passed and adopted. The attached resolution is in full force and effect and no action has been taken by the City Council of the City of Plymouth, Minuesota which would in any way alter or amend the attached resolution. • 05-11-1994 16:21 612 339 5897 BESTiFLAMAGAN P.03 wtum lay how odia* u the Qty awk of the City or mynwuth, mmmota die .,L7ttU.v—P o1 May .1994. A Its City Clerk o5-11-1994 16:21 612 339 5697 nESTiFIANAGM P.04 RESOLUTION NO. 94- 290 A RESOLUTION OF THE CnY OF PLYMOUTH, MINNESOTA AUTHORIZING THE ISSUANCE OF ITS HEALTH FACILITIES REVENUE BONDS (WBSTHEALTH CAbaTJS PROJECTS SERIES 1994A IN THE AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED 8159000,00 PRESCRIBING THE FORM OF AND AUTHOREUNG THS EXECUTION OF AN INDENTURE OF TRUST, A BOND PURCHASE AGRE"MEN T AND A LOAN AGREEMENT, AUTHORIZING THE EXECUTION AND SALE OF THE BONDS AND DIRECTING DEUVkZY THEREOF; APPROVING A FINAL FORM OF OFFICIAL STATEMENT; AND PROVIDING FOR THE SECURTIY, RIGHTS, AND REMEDIES OF THE OWNERS OF SAID REVENUE BONDS. WIiEREAS, the City of Plymouth. Minnesota (the "bluer") Is a home rule charter city duly organized and adeting under t x Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Sections 469.132 through 469.165 (the "Act"), the Issue is authorized to wry out the public purposes described therein and contemplated thereby in the financing of economically sound industry within its boundaries, by issuing its revenue bonds to finance capital projects consisting of properties used and uufW in connection with a revenue-producing enterprise, whether or not operated for profit, engaged in providing health ate services, including hospitals, nursing homes, and related medial facilities, and by entering into any agreements made in connection therewith and by pledging any such agreements as security for the payment of the principal of and interest on any such revenue bonds; and WHERE, the Iauer desires to eltpand health rare services and employment oppoAS rtunities within the City of Plymouth (the "City'; and WHEREAS, the Issuer is authorised by the Act to enter into a revenue agreement with any person in such manner that payments required thereby to be made by the contracting party shall be fitted, and revised from time to time as necessary, so as to produce income and revenue sufficient to provide for the prompt payment of principal of and interest on all bonds issued under the Act when due, and the revenue agreement shall also provide that the contracting party shall be required to pay all expenses of the operation and maintenance of the project including, but without limitation, adequate insurance thereon and insurance against all liability for injury to persons or property arising from the operation thereof, and all taxa and special assessments levied upon or with respect to the project and payable during the term of the revenue agreement; and WHEREAS, HealthSpan Health Systems Corporation, a Minnesota non profit corporation ("Health8pan") and North Memorial Medial Center, a Minnesota non profit corporation ("North Mamoriall, acting as tenants4n-common or through WatHealth, Inc. a Minnesota non profit corporation, or other non profit successor thereof, formed for the purposes of owning and operating the Project referred to below (Health8pan and North Memorial together mierred to herein as the "Borrowerl, desire to finance the acquisition of land and the construction and equipping thereon of an approximately 50,000 square foot o5-11-1994 16:22 812 339 5897 BESTMANAO N1 P.05 Ambulatory Care Center (the "Project") to be owned and operated by the Borrower. Thr Project will be located at 2835 Campus Drive in the City; WHEREAS, following the publication of notice of a public hearing in a newspaper of general circulation in the City at lew 14 days, but not more than 30 days, before the hearing, the Issuer adopted a tesohttion upon the completion of the public hearing on April 41 19% (the "Preliminary Resoludona) whereby the brier determined that, on the basis of inforrnatiort provided to it by the Borrower and other, the effect of the Project, if undertaken, would be to encourage the tkvebpment of economically round commeroe in the City and increase current employ went opportunities for residents of the City and surrounding eras, all to the benefit of the residents and taxpayen of the City; and WHEREAS, by the Preliminary Resolution, the Issuer preliminarily approved the proposal on behalf of the Borrower that the Issuer under+uilie to provide financing for the Project and Rave preliminary approval of the Project, subject to final approval by the Luer; and WHEREAS, the Issuer has received approval from the Minnesota Department of Trade and Economic Development of its Application for Approval of Industrial Development Boal Project, including attachments thereto; and WHEREAS, pursuant to the Act and the Indenture of Trust (the "Indentural between the Inuer and First Trust National Assodation (the 'Trwtm% the Issuer proposes to authorize, issue and sell its Health Facilities Revenue Bonds (WestHealth Campus Project), Series 19,%A (the 'Bondsl in rr aggregate principal amount not to exceed =15,000,000, payable solely from the amounts pledged therefor under the Indenture; and WHEREAS, pursuant to a Latin Agreement ("Loan Agreement") between the Issuer and the mower, the Issuer proposes to ban the proceeds of tae Bonds to the HealthSpan and North Memorial, which will each be severally obligated to pay 509A of the loan of the proceeds of the Bonds in installments that will be ruflident to pay in fhll and when due the principal of, premium, If any, and interest on the Bonds, and which proceeds the Borrower will agree to use to pay a portion of the costs of the Project; and WHEREAS, concurrently with, as a condition to, and as further security for, the issuance of the Bonds and repayment of amounts due under the Loan Agreement, HealthSpan will deliver to the Issuer a note issued under the HealthSpan Master Indenture (the "HealthSpan Mater Note") to .recurs HealthSpanb obligation to repay the loan of the proceeds of the Bonds, and North Memorial will deliver to the Issuer a note issued under the North Memorial Master Indenture (the "North Memorial Master Note") issued to secure North Memorial's obligation to repay the ban of the proceeds of the Bonds (m all capitalixed terns used but not defined in this paragraph are defined in the Indenture); and WHEREAS, neither the Issuer nor the State of Minnesota nor any political subdivision thereof ,other than ch.: Issuer and then only to the extent of the trust estate pledged in the ..2. 05-11-1994 18:22 812 339 SS97 DEST91-LANWM P.08 Indenture) shall be liable an the Bonds, and the Bonds Ad not be a debt of the Lauer or alas State of Minnesota or arty political wtbdiv cion thereof (odw then the barer, and then only to the extent of the uw estate pledged in the Indenuml and In arty event shall notrise to a charge against the credit or tasting power of the Lester, Hennepin County , the State of Minnesota, or erns political subdivision thereof; NOW, TH&EFOm BE LT RESOLVED BY THE any COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA AS FOLLOWS: ,gjll&L. The Issuer aduowledp, finds, determines, and declares that the welfare of the Stats of Minnesota requires active promotion. attraction, encouragement and development of economically sound industry and commerce through governmental actions for the purpose of preventing the emergence of blighted and marginal lands and area of chronic unemployment, and the State of Minnesota has encouraged local govermment units to act to prevent such eeonomir deterioration. The Issuer finds that the welfare of the State further requires the provision of necessary health cue facilities, so that adequate health care services are available to residents of the State at reasonable cost. The Inu_r further finds that a000mplishing this is a public purpose, and that conventional, commercial financing to pay the cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of eon existing and rperating the Project would be reduced, but that with the aid of municipal borrowing, and its resulting lower borrowing out, the PwJect is economically more feasible. AcGjgL2. The hues further finds, determines, and declares that the purpose of the Bonds is to provide financing for the Project, the proceeds of which will be loaned to the r to finance the acquisition, construction and equipping of a Project meeting the general purposes contemplated and described in Section 469.152 of the Act. &d2pl. The Issuer further finds that the Bonds ane payable solely from the uwt estate including the Inuer's interest in the Loan Agreement and amounts paid under the HcalthSpan Master Note issued to secure HealthSpan% obligation to repay fifty percent (bO%) of the ban of the proceeds of the Bonds, and the North Memorial Master Note issued to secure North Memorial's obligation to repay fifty percent (5V/6) of the ban of the proceeds of the Bonds. Section 4. The Issuer further finds, determines, and declares that it is in the best interests of the Issuer to (1) provide for the iuuance of the Bonds, the disbursement of the proceeds and the security therefor punuent to the terms of the Indenture; and (4) loan the proceeds of the Bonds to the Borrower in accordance with the provisions of the Loan Agreement. -3- 05-11-199 16:23 612 339 5697 EEST&FLMY101W P.07 . The issuance of the Bads in the aggregate principal amount of up to 815,00,000 for the purpose of financing the Project is hereby authorized. The Bads shall pear interest. shall be in such denomination and foam, be numbered and dated, shag mature and be subject to As peon prior to maturity, and shall have such other detagt and provisions as are pemadied by the Indenture. The Mal essmn of the Bonds Including the principal amount, maturity schedule, iaarest nates and provisions fix redemption of the Bonds prior ao stated maturity have not yet been dntumined. The Mayor of the Issuer (the 'Mayoo and the City Ii mW of the Lauer (the "City Musager') are busby authorised to approve thin principal amount of the Bads, pocrided that mcb principal amount is not in exons of 815,000,000; the maturity schedule of the Boads, provided that the Bads mature at any time or times in much amount or amounts not exceeding 50 yeah from the dee of Issuance thereof; the povisions for prepsymuu and redemption of the Dards prior to their stated maturity; and the interest eases of the Sands provided that no interest rate exceeds 7.50% per annum. Such approval shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement as provided in Section 7 bered. ScWmA. The Bonds shall be Waited obligations of the Issuer payable solely from and secured by a pledge of the true estate under the Indenture, including the Inueeti interest in the Lan Agreement and amounts paid to the HealthSpan Mater Note and the North Amumiai Master Note, in the manner provided in the Indenture. The Bonds do not constitute an indebtedness, liabWty, general at moral obligation (except to the extent of the trust estate pledged under the Indenture) or a pledge of the filth and credit or any taxing power of the In . the County, the Stem of Whnnaots, or any political subdivision thereof. The Issuer hereby authorizes and directs the Mayor and the City Manager to execute under the corporate sed of the Issuer, the Indenture, and to deliver to said Trustee the Indenture, and hereby authorizes and direw the execution and delivery of the Bonds In hoe with the Indenture, and hereby provides that the Indenture shall provide the and conditions, covenants, rights, obligations, duties, and agreements of the Bondholders, the Issuer and the Trustee as set forth therein. All of the provisions of the Indenture, when executed as authorised herein, shall be deemed to be a part of this resolution as fully and to the wne extent as if incorporated verbatim herein and shall be in full force and eQist from the date of execution and delivery thereof. The Indenture shall be substantially in the form on file with the Inuer on the date hereof, and in hem -by approved with such necessary and appropriate variations, omissions, and insertions as are not materially Inconsistent with such form and n the Mayor, in her discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. ,�' „7. The Mayor and the City Manager are hereby designated as the representatives of the Lauer with respect to the issuance of the Bonds and the transactions related thereto and the Mayor and City Manager are hereby authorised and directed to accept, execute and deliver the Bond Purchase Agreement (the "Bond Purchase Agreement's among the Issuer, the Borrower and Piper Jafmy Inc. All of the provisions of the Bond -a- • 05-+1-1994 16:24 612 339 5897 BESTaFLMWOM P.06 Purchase Agreement, when executed and delivered se authorised herein. shall be deemed to be a part of this resolution as fully and to the erne extent as if incorporated verbatim herein and shall be in full force and effect fmm the date of execution and delivery thereof. The purchase price to be paid by the underwriter for the Bonds has not yet been determined. The Mayor and City Manager are hereby authorised to approve the purchase price, provided • that the pun9ume price equals or exceeds 98'16 of the principal amount of tl•e Bonds, leas any portion which represents original issue discount. The Bond Purchase Agreement shay be substantially in the form on file with the Issuer on the date hereof, and is hereby approved with such necessary and appropriate variations, omissions, and insertions as are not materially inoonsistent with such form as the Mayor, in her dhcretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. The approval of the purchase price by the Mayor and City Manager shall be conclusively evidenced by the execution and delivery of the Bond Purchase Agreement by the City as herein provided. SuJWLJ. T%e Mayor and the City Manager are hereby authorized and directed to execute and deliver the IAA Agreement with the Borrower, and when executed and delivered as authorised herein, the loan Agreement shall be deemed to be a part of this resolution as hilly and to the same extent as if incorporated verbatim herein and shall be in full fume and effect from the date of execution and delivery thereof. The Loan Agreement shall be substantially In the form on file with the Issuer on the date hereof, which is hereby approved, with such necessary variations, omissions, and Insertions as are not materially inconsistent with such form and w the Mayor, in her discretion, shall determine; provided slat the execution thereof by the Mayor shall be conclusive evidence of such determination. SccdgL2. All covenants, stipulations, obligations, representations, and agreements of the Issuer contained in this resolution or contained in the Indenture or other documents referred to shall be deemed to be the covenants, stipulations, obligations, representations, and agrdiments of the Issuer to the full extent authorised or permitted ;,,y law, and all such covenants, stipulation, obligations, representations, and agreemenh shall b,: binding upon the Issuer. Except as otherwise provided in this resolution, all rights, powers, and privileges conferred, and duties and liabilities imposed, upon the Issuer by the provisions of this resolution or of the Indenture or other documents referred to above shall be exercised or performed by the Issuer, or by such ofiicen, board, body, or agency as may be required or authorised by law to exercise such powers and to perfbrm such duties. No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the Indenture or other documents referred to above shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any ofter, agent, or employee of the Issuer In that person's individual capacity, and neither the members of the City Council of the Issuer nor any oMerr or employee executing the Bonds shall be liaale personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the Indenture, the Ivan Agreement, the Bend Purchase Agreement, the Bonds or in any other document relating to the Bonds, -5- • • 05-11-1994 16:24 612 339 5697 BESTSFI.MY10M P.09 and no obligation therein or herein imposed upon the Issuer or the breach thereof, shall constitute or give rise to a general obligation of the Issuer or say charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in the Indenture, the Lona Agreement, the Bond Purchase Agreement, the Bonds or in any other document relating to the Bonds, the Issuer has not obligated itself to pay or remit any funds or revenues other than the trust estate described in the Inden am . Emept ss herein otherwise expressly provided, nothing in this resolution or in the Indenture, expressed or implied, is intended or shall be construed to confer upon any person, other than the Issuer, the owners of the Bonds, and the Trustee, as fiduciary for owners of the Bonds, to the extent expressly provided in the Indenture, any right, rerncdy, or claim, legal or equitabk, under and by reason of this resolution or any provision hereof or of the Indenture or any provision thereof, this resolution, the Indenture and all of their provisions being intended to be and being for the sok and exclusive benefit of the Issuer, the owners of the Bonds, and the Trustee as fiduciary for owners of the Bonds issued under the provisions of this resolution and the Indenture, and the Borrower to the extent expressly provided in the Indenture. JcWg ll- In case any one or more of the provisions of this resolution or of the Indenture or of the Bonds 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 Indenture or of the Bonds, and this resolution, the Indenture, and the Bonds ,hall be construed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Indenture, the pledge of revenues derived (om the Loan Agreement referred to in the Indenture, the pledge of the amounts paid under the HealthSpan Master Note and the North Memorial Master Note refined to in the Indenture, the creation of the funds provided for in the Indenture, the provisions relating to the app�tion of the proceeds derived fbm the We of the Bonds pursuant to and under tris LhdEfhture, and the application of said revenues, collateral, and other moneys are all commitments, obligations, and agreements on the part of the Issuer contained in the Indenture, and the invalidity of the Indenture shall not affect the commitments, obligations, and agreements on the part of the Issuer to create such Rinds and to apply said revenues. other moneys, and proceeds of the Bonds for the purposes, in the manner, and according to the terms and eonditiutis fixed in the Indenture, it being the intention hereof that such commitments on the part of the Issuer are as binding as if contained in this resolution separate and apart from the Indenture. AmG jmll Al' 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 Bonds, and to the execution of the Indenture and the other documents referred to above to happen, exist, and be performed precedent to and in the enactment of this resolution, and precedent to the Issuance of the Bonds, and precedent to the execution of the Indenture and the other documents referred to above have happened, exist, and have been performed as so required by law. -6- • • 05-11-1994 16:25 612 339 5897 BEST&FLANAGM P.10 . The members of the City Council of the Inuer, officers of the Issuer, and attorneys and other agents or employees of the Issuer are hereby audsoriaed to do all acts and things required by them by or in connection with this resolution and the Indenture and the other documents referred to above for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds, the Indenture and the other documents referred to above, and this resolution. ,SLI. A draft of a Preliminary Oficial Statement related to the Bonds is on file with the Issuer as of the date hereof. The Issuer hereby consents to the distribution of the Preliminary Official Statement by the Underwriter to potential purchasers of the Bonds in substantially the form on file with the Ismer as of the date hereof, and the distribution by the Underwriter of an Official Statement in substantially the form of the Preliminary Oftel Statement to purchasers of the Bondi provided that the Mayor may approve such variations, omissions, and insertions as are not materially inconsistent with the form approved by this Council on the date hereof and with such changes as shall be necessary, in the opinion of legal counsel, to comply with applicable securities laws. The Preliminary Official Statement and the Official Statement arc the ale materials authorized by the bluer for use in connection with the offer and oak of the Bonds, except that copies of the documents referenced above may be provided upon request. Section . The Mayor .std the City Manager ase authorised and directed to execute and delivv any and all oertiticates, agreements or other documents which are required by the Indenture, the Lean Agreement and the Bond Purchase Agreement or any other certificates or documents which are deemed necessary by bond counsel to evidence the validity or ►nforocability of the Bonds, the Indenture or the other documents referral to in this resolution, or to evidence compliance with Section 148 of the Internal Revenue Code of 1986, as amended; and to taloe such other administrative action as is permitted or required by the denture, the Loan Agreement or the Bond Purchase Agreement. All such agreements or rFpresentations when made shall be deemed to be agreements or representations, as the case may be, of the Issuer. Section . If for any reason the Mayor is unable to execute and deliver those documents referred to in this resolution, any other member of the City Council of the Issuer may execute and deliver such documents with the same fora and effect as if such documents were executed by the Mayor. If for any reason the City Manager Is unable to execute and deliver the documents referred to in this resolution, such documents may be executed and delivered by any member of the City Council or the Assistant City Manager with the same fora and effect as if such documents were executed and delivered by the City Manager. -7- • 05-11-1994 1826 612 339 5897 BE5TCFLANAOAN P.11 X17 Mdm ruoWtion ebaU be in full race and effect from and alter Its paeeye. ADOPTED AND APPROVED " 16t6y of Mey . i994. �VSM�NIl171wYlus A CrN OF PLYMOUTH, MM=TA /s/ Joycelyn H. Tierney Mayor -e- A