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HomeMy WebLinkAbout12.01.83 SMMINUTES OF MAPLEWOOD CITY COUNCIL 5:00 P.M., THURSDAY, DECEMBER 1, 1983 Council Chambers, Municipal Building Meeting No. 83 -31 A. CALL TO ORDER A special meeting of the City Council of Maplewood, Minnesota was held in the Council Chambers, Municipal Building and was called to order at 5:03 P.M. by Mayor Greavu. B. ROLL CALL John C. Greavu, Mayor Present Norman G. Anderson, Councilmember Present Gary W. Bastian, Councilmember Present Frances L. Juker, Councilmember Present MaryLee Maida, Councilmember Present C. COUNCIL BUSINESS 1. Beam Avenue a. Manager Evans stated a resolution was necessary to delete interest and penalties for properties on Beam Avenue in regard to Improvements 71 -15 and 70 -5A. The owners of the property had filed a lawsuit against Maplewood and it has now been settled. b. Councilmember Anderson introduced the following resolution and moved its adoption: 83 - 12 - 197 WITNESSETH: WHEREAS, the City of Maplewood, on August 24, 1976, assessed certain real property located at the southeast quadrant of the intersection of Beam Avenue and Hazelwood Avenue for Maplewood Public Improvement Project Nos. 70 -5A and 71 -15, identified therein as Parcel No. 9, for certain street, bridge and storm sewer improvements and the fee owner, Victor R. Fitsch and Iola LaVonne Fitsch, husband and wife, and their contract for deed vendees, Uracey, Inc., a Minnesota Corporation, took timely appeals therefrom to the Ramsey County District Court; WHEREAS, the City and the Owners have entered into a Stipulation of Settlement and Dismissal dated November 4, 1983 whereunder the assessments levied for street, bridge and storm sewer against said parcel was reduced from $99,151.76 to $74,363.82, a reduction of 25 percent; whereas, by its Resolution dated the 14th day of November,,1983 the Council of the City of Maplewood abated all penalties together with interest on any penalties; and WHEREAS, the Owners now propose to pay the entire assessment of $74,363.82 in cash in one lump sum on or before the 31st day of December, 1983 for and in consideration of the waiver of any and all interest tr ",ic' h v_. a-- cru,:d i:o date. I f.j NOW, THEREFORE, be it resolved by the Council of the City of Maplewood that for and in consideration of payment of reduced assessment of $74,363.82 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 $74,363.82 to the County of Ramsey, as agent for the City of Maplewood. BE IT FURTHER RESOLVED, that the Maplewood City Clerk present a certified copy of this Resolution to Ramsey County together with such other documents as may be necessary to effect the intention of this Resolution. Seconded by Councilmember Maida. Ayes - all. 2. St. John's - Industrial: Revenue Bonds a. Ms. Mary Alice Lytle, Vice President of Finance for Health Resources, Inc., explained their request for a special meeting. b. Ms. Mary Ippel, Briggs and Morgan, presented the resolution changing the bond issue. c. Councilmember Anderson introduced the following resolution and moved its adoption: 83 - 12 - 198 RESOLUTION AUTHORIZING A PROJECT UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT AND THE ISSUANCE OF HOSPITAL DEVELOPMENT REVENUE BONDS TO FINANCE THE PROJECT 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 "). Q 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 City 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 Merrill Lynch, Pierce, Fenner & Smith Incorporated, Dain Bosworth Incor- porated and Piper Jaffray & Hopwood Incorporated (collectively, the "Bond Purchaser "). - 2 - 12/1 3. The Company desires to acquire certain real 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 (St. John's Hos- pital 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. 4. 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 Agreement 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, Minneosta (the "Trustee ") as security for 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 "Gaurantors "). 5. Pursuant to an Escrow Agreement dated as of December 1, 1983 between the City; the Company, St. John's Lutheran Hospital Association and Norwest Bank, Minn- eapolis (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 or 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. 7. 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 (Not executed by the City). (e) The Master Trust Indenture (Not executed by the City). (f) The First Supplemental Indenture (Not executed by the City.). - 3 - 1211 ig) The Contract of Purchase. (h) The Preliminary Official Statement dated November 23, 1983 (Not executed by the City). 8. 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 com- munities: (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 Agreement, 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, 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 with 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 474.10, 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 the Indenture; the Bonds shall not constitue a charge, lien or encumbrance, legal or equitable upon any property of - 4 - 1211 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 part of the state or its political subdivisions, and that the 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 documented and certificates necessary to the transaction described above shall be executed by the appropriate City officers. 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 omit 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 Prelim- inary Official Statement and the final Official.Statement in connection with the sale of the Bonds. The City consents 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 Preliminary Official Statement captioned "The City ", "Litigation" and the fourth paragraph under "Miscellaneous" and the City takes no responsibility for such in- formation. The City will not prepare nor make any independent investigation of the information contained in the final Official Statement other than the information relating to the City in the sections to be included in the final Official Statement captioned "The City ", "Litigation" and the fourth paragraph under "Miscellaneous" and the City will take no responsibility for such information. 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, the Bond Purchaser shall agree to. The Mayor and City Clerk are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee for authentication and delivery to the Bond Purchaser. 12. The Mayor and City Clerk and other officers 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. - 5 - 1211 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 officials authorized herein to execute said documents prior to their execution; and said City officials are hereby authroized to approve said changes on behalf of the City. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor or Clerk, any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor or the City Clerk, respectively. Seconded by Councilmember Maida. Ayes - all. D. ADJOURNMENT 5:17 P.M. ' City Clerk - 6 - 12/1 I DO HEREBY WAIVE THE RIGHT TO WRITTEN NOTICE FOR THE SPECIAL MEETING OF DECEMBER 1, 1983 AT 5:00 P.M. AS REQUIRED BY SECTION 1, RULES OF PROCEDURES OF THE MAPLEWOOD CITY COUNCIL. Attests' %�' v I DO HEREBY WAIVE THE RIGHT TO WRITTEN NOTICE FOR THE SPECIAL MEETING OF DECEMBER 1, 1983 AT 5:00 P.M. AS REQUIRED BY SECTION 1, RULES OF PROCEDURES OF THE MAPLEWOOD CITY COUNCIL. i ct _ � n G 7/6 r ?�� Attest: I DO HEREBY WAIVE THE RIGHT TO WRITTEN NOTICE FOR THE SPECIAL MEETING OF DECEMBER 1, 1983 AT 5:00 P.M. AS REQUIRED BY SECTION 1, RULES OF PROCEDURES OF THE MAPLEWOOD CITY COUNCIL. Attest I DO HEREBY WAIVE THE RIGHT TO WRITTEN NOTICE FOR THE SPECIAL MEETING OF DECEMBER 1, 1983 AT 5:00 P.M. AS REQUIRED BY SECTION 1, RULES OF PROCEDURES OF THE MAPLEWOOD CITY COUNCIL. J Attest I DO HEREBY WAIVE THE RIGHT TO WRITTEN NOTICE FOR THE SPECIAL MEETING OF DECEMBER 1, 1983 AT 5:00 P.M. AS REQUIRED BY SECTION 1, RULES OF PROCEDURES OF THE MAPLEWOOD CITY COUNCIL. Attest• C���