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HomeMy WebLinkAboutCity Council Resolution 1994-353C• 1 Resolution No. 94-353-C CERTIFICATION OF MINUM Municipality: The City of Plymouth, Minnesota Governing Body: City Counal Meeting: A meeting of the City Council of The City of Plymouth was held on the I I th day of July, 19943 at 7:00 p.m. at the Plymouth City Hall, 3400 Plymouth Boulevard, Plymouth, Arnnesota. Members present: Morrison, Lym 4vod, Helliwell, Granath, Edson, and Tierney Members absent: Anderson Documents: Resolution No. gLW-CAmending Resolution No. 94-290 (authorising the issuance of its City of Plymouth, Minnesota Health Faalities Revenue Bonds (WestHealth Campus Project) Series 1994A and auf Wang the execution of various documents in connection therewith) to approve the substitution of the Borrower, to increase the dollar limitation of the Ponds and to approve the revised forms of various documents in connection therewith. Certification: I, Lurie Ahrens, the City Clerk of the City of Plymouth, Minnesota, do hereby certifj the following: 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 meeting was a regular meeting of the Plymouth City Council, was open to the public, and was held at the time at which meetings of the City Council are regularly held. Member unrrlam moved the adoption of the attached resolution. The motion for adoption of the attached resolution was seconded by Member L n . A vote being taken on the motion, the following voted in favor of the resolution: Morrison L ymangood, Helliwell, Granath, Edson. Tierney and the following voted against the resolution: None C.: • Resolution No. 94-3S3C Whereupon aid resolution wu declared duly passed and adopted. The attached resolution is in full fora and effcet and no action his been taken by the City Council of the City of Plyrnouth, Mnnesota which would in any way alter or amend the itlos9ied rteohrtion. Witney e� hand officially u the City Clerk of the City of Plymouth, Minnesota this 12!%&y of `July 1994. By Lawrie F. Ahrens Its City Clerk -2- • • RESOLUTION NO. 21--3S-3 -C A RESOLUTION OF THE CITY OF PLYMOUTH, MINNESOTA AMENDING RESOLUTION NO. 94-290 (AUTHORIZING THE ISSUANCE OF TTS HEALTH FACILITIES REVENUE BONDS (WESTHEALTH CAMPUS PROJECT), SERIES 1994A AND AUTHOREUNG THE EXECUTION OF VARIOUS DOCUMENTS IN CONNECTION THFREWTTH) TO APPROVE THE SUBSTITUTION OF THE BORROWER, TO INCREASE THE DOLLAR LD8TATION OF THE BONDS AND TO APPROVE THE REVISED FORMS OF VARIOUS DOCUMENTS IN CONNECTION THEREWITH. WHEREAS, the City of Plymouth, Minnesota (the "Iauerl by Resolution No. 94-290 (the "Resolution"), dated May 16, 1994, authorized the issuance of its Health Facilities Revenue Bonds (WestHealth Campus Project), Series 1994A, now-entided Health Facilities Revenue Bonds (WestHealth Project), Series 1994A (the "Bonds', in an aggregate principal amount not to exceed :15,000,000; WHEREAS, the Resolution authorized the Issuer to lend the proceeds of the Bonds to HealthSpan Health Systems Corporation, a Minnesota nonprofit corporation ("HealthSpan j and North Memorial Medical Center, a Minnesota nonprofit corporation ("North Memorial"), acting as tenants•in-common or through WestHealth, Inc ("WestHealth"), a Minnesota nonprofit corpomdon, formed for the purposes of owning and operating what is now projected to be an approximately 37,000 quare foot ambulatory care center (the "Project") located at 2855 Campus Drive in the City; WHEREAS, following passage of the Resolution. WestHealth obtained recognition from the Intemal Revenue Service of its status as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code; WHEREAS, such status allows WestHealth to assume the rights and obligations of HealthSpan and North Memorial in connection with the Project, as eattemplated in the Resolution and as desired by HealthSpan, North Memorial and WestHealth, and to use the proceeds of the Bonds to construct, own and operate the PmJect financed by the Bonds on a tax-exempt basis; WHEREAS, following passage of the Resolution certain developments oecured in connection with the financing of the Project making it desirable to increase the limitation on the sire of the Bonds to an amount not to exceed 816,000,000 and to revise the fours of the documents rithorised to be executed by such Resolution to aecumtely reflect the revised temw of the Nect financing; and WHEREAS, the Issuer desires to amend the Resolution to reflect the developments described herein, to approve revised forms of the documents described therein, Including the Indenture, Loan Agreement, Bond Purchase Agreement and Official Statement (all as defined in the Resolution), and to affirm and radf� the Resolution in all other respects (all capitalized terns used but not defined in this resolution are as defined in the Resolution); Ll Resolution No. 94-363-C • NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PLYMOUTH, MINNESOTA AS FOLLOWS: Section j. The substitution of WestHealth in place of HealthSpan and North Memorial in their capacities as "Borrower" as described and defined in Resolution No. 94-290 is hereby approved. As such, WestHealth will assume and succeed to all rights and obligations of the Borrower as described therein including receipt of the ban of the proceeds of the Bonds, which WestHealth will be obligated to repay in instaWnenb that will be sufficient to pay in full and when dire 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 the repaymerht of which proceeds will be secured fifty percent (50%) by HealthSpan by its HealthSpan Note and fifty percent (50%) by North Memorial by its North Memorial Note (as such terms are defined in the Indenture). . The issuance of the Bonds in the aggregate principal amount of up to $16,000,000 for the purpose of financing the Project is hereby authorized. The Mayor of the Issuer (the "Mayor") and the City Manager of the Issuer (the "City Manager") are hereby authorised to approve the principal amount of the Bonds, provided that such principal amount is not in excess of $16,000,000. Section 3 The revised forms of the Indenture, the Loan Agreement and the Bond Purchase Agreement (the "Revised Documenul are approved in substantially the forms thereof on file with the Issuer on the date hereof. All of the provisions of the Revised Documents, when executed as authorized in Resolution No. 94.290, shall be deemed to be a part of this resolution and of Resolution No. 94-290 as fully and to the same extent as if incorporated verbatim herein and therein and shall be in full force and effect from the date of execution and delivery thereof The Revised Documents are hereby approved with such necessary and appropriate variations, omissions, and insertions as are not materially inconsistent with such forms and as the Mayor, in her discretion, shall determine; provided that the execution thereof by the Mayor shall be conclusive evidence of such determination. Section 4. A form of the Preliminary Official Statement is on file with the Issuer as of the date hereof. The Issuer hereby consents to the distribution of the Preliminary Official Statement and of the Official Statement, substantially in the form of the Preliminary Official Statement, by the Underwriter to potential and actual purchasers of the Bonds; 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. Sectiqp-,5 Resolution No. 94-290 is hereby ratified, affirmed and approved in all respects and remains in bill fora and effect, except as its terms arc modified by the revisions contained herein. -2- Resolution M 94-30-C kcdmi The members of the City Coundl of the Luer, coma of the Issuer, and attorneys and other agents or employees of the Issuer are hereby authorised to do aU acts and things required by them by or in connection with this resolution and the Revised Docurnets for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the Revised Documents and this resolution. Aoc&JQLZ. Tim Mayor and the City Manager are authorised and directed to execute and deliver any and aU certificates, agreements or other documents which are required by the Revised Zkowmb or any other certificates or documents which are deemed necessary by bond eournd to evidence the validity or enforceability of the Banda or the Revised Docu ben% or to evidence compliance with Section 148 of the Internal Revenue Code of 1996, as amended; and to take such other administrative action as u permitted or required by the Revised Documents. Aq such agreements or representations .hen made shall be deemed to be agreements or representations, as the ase may be, of the Issuer. AccSig". This resolution shag be in full fora and effect from and after its passage. ADOPTED AND APPROVED this Ll!tvay of July . 1994. 1h%U 93hrrWAW..rwruristi.M CITY OF KYMOUTH, MINNESOTA -3- 1~ ,T{_� Mayor •