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
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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
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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);
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Resolution No. 94-363-C
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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.
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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
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1~ ,T{_�
Mayor
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