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RESOLUTION NO* 83-
STATE OF MINNESOTA
COUNTY OF RAM.SEY
CITY OF MAPLEWOOD
WITNESSETH:
WHEREAS, the Cit of Maplewood, on Au 24, 1976',. assessed certain
real -propert located at the southeast q uadrant of the intersection of
Beam Avenue and Hazelwood Avenue for Maplewood Public Improvement Project
Nos. 70-5Aand 71-15, identified theredn as Parcel No. 9., for certain street.,
brid and storm sewer improvements and .the fee owner, Victor R. Fitsch
and Iola LaVonne Fitsch, husband and wife, and their contract for deed
vendees, Urace Inc.,. a Minnesota Corporation,, took timel appeals there-
from to the Ramse Count District Court;
WHEREAS, the Cit and the Owners have entered into a Stipulation of
Settlement and Dismissal dated November 4, 1983 whereun'der the assessments
levied for street, brid and storm sewer a said parcel was reduced
from $99,151.76 to $74,363.82, a reduction of 25 percent;
WHEREAS , b its Resolution dated the 14th da of November, 1983 the
Council of the Cit of Maplewood abated all penalties to with interest
on an penalties; and
WHEREAS, the Owners now propose to pa the entire assessment of
$74,363.82 in cash in one lump sum on . or before the 31st da of December,
1983 for and in consideration of the waiver of an and all interest which
ma have accrued to date.
NOW,
THEREFORE , be
it - re so l by the
Coun 1
. bf
the .City of
Maplewood
that for and
in consideration of
payment
of
reduced assessment
of $74 'as the same applies to Parcel No . 9 in Maplewood Project
Nos. 70 -5A and 71 -15 that any and all interest be and hereby is .. cancelled
and that the Owners of said Parcel* 9 . have until. the 31st ... day of December ,
1983 within which to make said principal payment of $74,363',,B2 to the
County of Ramsey,, as agent for the =C 'ity of Maplewood .
BE IT FURTHER RESOLVED, that the* City Clerk I present a
certif ied 'copy of
this
Resolution.. to
Ramsey County together
with such
other documents as
may
be ne
to effect the intention
of this
Resolution.
Adopted ' this. lst day of December, 198 3 .
CITY OF MARLEWOOD, RAMSEY COUNTY,
MINNESOTA
MN
- mayor
I r a,4 e r --�� ....
ATTEST:
City Clerk
-2-
Ci�
r t
RESOLUTION AUTHORIZING A PROJECT UNDER
THE MINNESOTA MUNICIPAL INDUSTRIAL
DEVELOPMENT ACT. AND. THE ISSUANCE OF.
HOSPI'T'AL DEVELOPMENT REVENUE BONDS
TO FINANCE. THE PROJECT
_ r
WHEREAS
A. The City Council on November 28, 1983 adopted a
Resolution Authorizing a Project under the Minnesota Municipal
Industrial Development Act and the Issuance of Hospital Revenue
Bonds to Finance the Project (the "Resolution ") .
NOW THEREFORE BE IT. RESOLVED by the Council of the
City of Maplewood, Minnesota., as follows:
1. The Resolution is hereby amended and the
following resolution shall be substituted therefor:
2. The Council has received .a proposal from Health
Resources Hospital Corporation (the"'Company") that the City
undertake to partially finance a certain Project, as herein
described, pursuant to the Minnesota Municipal Industrial
Development Act, Chapter 474, Minnesota .Statutes ( the "Act") ,
through issuance by the of its Hospital Revenue Bonds
(Health Resources Hospital. Corporation) , Series 1983 ( the
"Bonds ") , in an amount not to exceed $50,000,000 and in
accordance with a Contract of Purchaser (the "Purchase
Agreement ") between the City, the Company, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Dain Bosworth Incorporated
and Piper Jaf fray & Hopwood Incorporated . ( collectively, the
"Bond Purchaser").
3. The Company desires to acquire certain ,real
I estate and construct thereon and equip an acute care hospital
and related health care facilities and advance refund
.$2, 400, 000 The . Housing and `Redevelopment Authority of the City
of Saint Paul, Minnesota Commercial Development Revenue Bonds,
Series 1982 (S.t. John's Hospital Project) (the "Prior Bonds ") ,
refinance certain existing debt of St John s Lutheran Hospital
Association and renovate certain areas of St. John's Hospital.
- in St. Paul, Minnesota (hereinafter collectively referred to as
the "Project ") • The Project as described above will provide
employment to 300 persons (a combination of new jobs and jobs
transferred from St.-Paul) and will otherwise further the
policies and purposes of the Act and the findings made in the
preliminary resolution adopted by this Council on July 25, 1983
with respect to - the Project are-hereby ratified, affirmed and
approved.
40 It is proposed that, pursuant to a Loan Agreement
dated December 1, 1983, between the City as Lender and the
Company. as Borrower (the."Loan Agreement ") , the . City loan the
proceeds of the Bonds to the Company to partially finance the
cost of the Project. The basic. payments to be made by the
Company under the Loan are fixed so as to produce
revenue sufficient to pay the principal of, premium, if any,
and interest on the Bonds when due. It is further proposed
that the City assign its rights to the basic payments and
certain other rights under the Loan Agreement to First Trust
Company of Saint Paul, in St. Paul, Minnesota ( the "Trustee"
as security payment of the Bonds under an Indenture of
Trust dated December 1, 1983 (the "Indenture ") . The payment of
the Bonds is to be secured by a Guaranty Agreement dated as of
December 1, 1983 given by St. John's Northeast Community
Hospital to the Trustee and a Guaranty Agreement dated as of
December 1, 1983 given by St. John s Luthern Hospital
Association to the Trustee (collectively, the "Guarantors").
5. Pursuant to an Escrow Agreement dated as of
December 1, 1983 between the City, the Company, St . John's'
Lutheran Hospital Association and Norwe st Bank , M a nneaboli s
(the "Escrow Agent ") a portion of the proceeds of the Bonds
will be deposited with and used by the Escrow Agent to purchase
direct obligations of the United States with such maturities
and interest payment dates and bearing such interest as will,
without further investment reinvestment of the principal
amount thereof and the interest earnings therefrom, be
sufficient to provide funds to pay when due the principal of
and interest on the Prior Bonds.
6. This Council by action taken on July 25 1983
gave preliminary approval to the proposal and on. or about
August 22, 1983 the Minnesota Energy and Economic Development
Authority gave approval to the Project as tending to further
the purposes. and policies: of the, Act.
70 Pursuant to the preliminary approval of the
Council, forms of the following documents have been submitted
to the Council for approval:
(a) The Loan Agreement.
(b) The. Indenture°
(c) The Escrow Agreement
(d) The Guaranty Agreements . ( rot executed. by the
city)*
(e) The Master Trust Indenture (trot executed by. the E
City)*
(f) The First Supplemental Indenture (Not executed
by City).
(g) The Contract of Purchase.
(h) The Preliminary official Statement. dated
.November 2 1983 (Not executed by the City) .
80 It . is hereby found, determined and . declared that:
(a) the Project described in the Loan
Agreement and Indenture referred to above
constitutes a Project authorized by the Act;
(b) the purpose of the Project is and the
effect thereof will be to promote the public
welfare by the acquisition, construction and
equipping of an acute care hospital and related
health care facilities
(c) the Project is to be located within the
City limits, at a site which is easily accessible
to employees residing within the City and the
surrounding communities;
(d) the acquisition, construction and
installation of the Project, the issuance and sale
of the Bonds, the execution and delivery by the
City of the Loan Agreement, the Purchase Agree -
ment, the Escrow Agreement and the Indenture . and
the performance of all covenants and agreements of
the-City contained in the Loan Agreement, the
Purchase Agreement, the Escrow Agreement and the
Indenture and of all other acts and things
required under the constitution and laws of.-the
State of Minnesota to make the Loan Agreement,
Purchase Agreement, Indenture and Bonds valid and
binding obligations of the City in accordance with
their terms, are authorized by the Act;
(e) it is desirable that the Company be
authorized, in accordance with the provisions of
Section 474.03 of the Act and subject to the terms
and conditions set forth in the Loan Agreement
C
which terms and conditions the City determines to
be necessary, desirable and proper, to complete
the acquisition and installation of the Project by '
such , means as shall be available to the Company
and in the manner determined by the Company, and
wiwith or without advertisement * for bids as
required for the acquisition and installation of
municipal facilities;
f) it is desirable that the Bonds be issued
by the City upon the terms set forth in the
Indenture;
(g) the basic payments under the Loan
Agreement are fixed to produce revenue .sufficient
to provide for the prompt payment of principal of,
premium, if any, and interest on the Bonds issued
: under the Indenture when due, and the Loan
.Agreement and Indenture also provide that the
Company is 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 taxes
and special assessments levied upon or with
respect to the Project Premises and payable during
the term of the Loan Agreement and Indenture;
(h) under the provisions of Minnesota
Statutes, Section 474.14, and as provided in the
Loan Agreement and Indenture, the Bonds are not to
be payable from or charged upon any funds other
than the revenue pledged to the payment thereof;
the City is not subject to any Liability thereon;
no holder of any Bonds shall ever have the right
to compel any exercise by the City of its taxing
powers.to pay any of the Bonds or the interest or
premium thereon, or to enforce payment thereof
against any property of the City except the
interests of the City. in the Loan Agreement which
have been assigned to the Trustee under this
Indenture; the Bonds shall not constitute a
charge, lien or encumbrance, legal or equitable
upon any property of the City except the interests of the'=
City in the Loan Agreement which have been assigned to the
Trustee under the Indenture; the Bonds shall recite that '
the Bonds are issued without moral obligation on the
of the state or its political subdivisions, and. that the r
.
_ Bonds, . including interest thereon, are payable solely. from
the revenues pledged to the payment thereof; and, the
Bonds shall not constitute a debt of the City within the
meaning of any constitutional or statutory limitation.
9. Subject to the approval of the City Attorney. and
the provisions of paragraph 11, the forms of the Loan
Agreement, the . Purchase .Agreement, the Escrow Agreement: and
Indenture and exhibits thereto and all other documents
described in paragraph 7 hereof are approved substantially in
the form submitted except as otherwise provided in paragraph 10
hereof. The Loan Agreement, the Escrow Agreement, the Purchase
Agreement and Indenture, in substantially the form submitted,
are directed to be executed in the name and on behalf of the
City by the Mayor and the City Clerk* Any other documents and
certificates necessary to the transaction described above shall
be . executed by - the appropriate City ' of f icers. Copies of all of
the documents necessary to the transaction. *herein described
shall be delivered, filed and recorded as provided herein and
in said Loan Agreement and Indenture.
10. The City hereby finds that the information
relating to the City in the sections of the Preliminary
Official Statement captioned "The City", "Litigation" and the
fourth paragraph under "Miscellaneous" does not contain any
untrue statement of a material fact or to. state any fact
which is necessary to make the statements made therein not
misleading and hereby approves such information; and the City
hereby ratifies, confirms and consents to the use of said
information. in the Preliminary official Statement ' and the final
Official Statement in connection with the sale of the Bonds.
The City consents to the circulation of the Official Statement
and the final Official Statement* The consent of the City to
the circulation of the final official Statement is subject to
the approval of the form of the final official Statement by - the
Mayor, City clerk and City Attorney. The City has not prepared
nor made any independent investigation of the information
contained in the Preliminary official - Statement other than the
information relating to the City in the sections of the Prelim-
inary Official Statement captioned "The City ", "Litigation" and
the fourth paragraph under "Miscellaneous" and the City takes
no responsibility for such information. The City will not pre
- -
. pare nor make any independent investigation of the information
contained in the final O f f ici al Statement other than the
i nfo rma tion r g Y
r elating to the Ci in the sections to be included
in the final. of ficial Statement captioned "The City", "Litiga�-
. ti.on" and the fourth ara ra p
h under "Miscellaneous" and the.
p g
City ill take no responsibility
for such information.
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11. The rate .of interest on the Bonds shall be such
rate per annum not more than fourteen percent as the Mayor, the
City Clerk, the Bond Purchaser and the Company shall agree to.
The City shall proceed forthwith to issue its Bonds, in the
form and upon the terms set .forth in the Indenture with the
.. rate- established as provided in this paragraph. The Bonds
shall be sold to the Bond Purchaser at a price not to exceed
$48,000,000 as the Mayor, the City Clerk, : Bond Purchaser
shall agree to. The Mayor and City Clerk are authorized and
L directed to prepare and execute .the Bonds as prescribed in the
..Indenture and to deliver them to the Trustee for authentication
and del ivery to the Bond Purchaser.
120 The Mayor and . City Clerk and. other of ficers of
the City are authorized and directed to prepare and furnish to
the Bond Purchaser certified copies of all proceedings and
records of the City relating to the bonds, and such other
affidavits and certificates as may be required to show the
facts relating to the legality of the Bonds as such facts
appear from the books and records in the officers' custody and
control or as otherwise known to them; and all such certified
copies, certificates and affidavits, including any heretofore
furnished, shall constitute representations of the City as to
the truth of all statements contained therein.
13. The approval hereby given to the various
documents referred to .above includes approval of such
additional details therein as may be necessary and appropriate
and such modifications thereof, deletions therefrom and
additions thereto as may be necessary and appropriate and
approved by the City Attorney and the City of f icia
Pp ls ' authorized
herein to execute said documents prior to their execution; and
said City officials are hereby authorized to approve said
changes on behalf of the City. The execution of any instrument
by the appropriate. off or officers of the City herein