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CR 90-132 Joint Powers Agreement ......'11'1 'T'JIf - J__ 1 W- --"'~T~ ----.- ...- , " o . :cr> OPKI'" council Report: 90-132 June 13, 1990 JOINT POWERS AGREEMENT LONG-TERM CARE FOUNDA'!'ION REVENUE BOND Propo'~4 Act.ion. Staff reconunends adoption of the followiog motion: Adopt Bft~..1.2n No. 90-72 ~elatinq to a projecLil1 behalf pf the Lons.::..t..errr: Ca;t:~ IQundMj.on \mder the Minnesota .Municip..,gl Industrial Develop:rrl!?nt AQil ~QYj.n9 ~ Joint Powers Ag~emetlt relating to_.th-e is2.ygn9.&L._of bonds by the ~itv and authorizing the ~xecu~~Q~ of documents. Approval of this action will allow the Mayor and city Manager to execute the necessary documents to facilitate a Joint Powers Agreement with the City of Minneapolis for this issus. overview.. The Long-term Care Foundation, a newly formed non-profit corporation: is requesting the City to approve the issuance of tax exempt housing bonds.. These bonds will be used to finance the purchase of the Hopkins Nursing Home. . The Long-term Care Foundation is presently in the process of attempting to acquire all of the nursing homes within the t~iln cities owned by Beverly Enterprise. other than have each city issue its O~~ bonds they have received approval from thQ City of Minneapolis to be the lead agency in the issuan~e of the bonds for all the cities where ~he subject properties are located. They are now ~equesting that each city approve a resolution to enter into a Joint Powers Agrf~ement with the City of Minneapolis for this purp~se. ,r~" IUJI.. ~Q... CQDili4er.. o What are the specifics of the Joint Powers Agreem~nt? o What additional action is required? .....:.;"".. --~iJ~ "";".1 :::~ :~; 'fj' ,~ "";'-.: J~ . ~ .~<,:.:~ ";~ ,~ ,._~ ::":':':;~ '>~,:\,-.:-'~ 'ii~~ . CR: 90-132 Page 2 Jd)aly..i..~ Based upon the action requested, the city Council has the following items to consider: What are the specifics of the Joint Powers Agreement? The Long-term Care Foundation is proposinq t.o purchase 18 Beverly Enterprises owned facilities located within 13 cities ill the twin cities metropolitan area. In order to over.-come the time constraints and cost of having all these se,parate iSf3ues, the applicant is requesting each city to consider entering into a Joint Powers Agreement with the city of Mi.nneapolis. Minneapolis has been selected to be the issuer because the largest percentage of the Beverly facilities are located within that citYQ . It is staffs understanding that the Cit.y of Minneapolis has agreed to take on this responsibility. It is al30 our understanding that the Community Development Committee to t.he City Council of the city of Minneapolis has approved a preliminary resolution to undert.!lke the sale of the bonds necessary to finance thG LO~lg-term Care Foundations acquisition of the Beverly properties within the City of Minneapolis. ~ne Hopkins City Council has the final decision on whether they wish to enter into a Joint Powers Agreement on this iss~le. The staff in researching this matter feels that there is no negat,\'ve implj,cat.if~lns to the city in undertaking such an action. Any furthex' council action would depend upon action relating to the Joint Powers Agreement. The following alternatives are a.....ai.la.ble: o Council approves preliminary resolution and Joint Powers resolution as recommended by staff. The Hopkins city council as a result of this action undertake no furthor action on this item. Final approval would be by the city of Minneapolis. o Council approves preliminary resolution and Joint Powers Agr9elilent wit,h condition that the Hopki.ns city Council also providas final approvaL o CQuncil approves prelimina.ry resolution and l1,ot Joint potl.rers Agreement. Under thisaituation t.h~ ~opki.na city council would be required to provide final apprQval~ What additional action is required? If the action as reque.8ted is approved: the applicant will need 'to comply with all of the conditions as detailed. All of these it211lS would be dealt with at the staff level. . . 0:. -- ,c ,...; -":--:-.,,-,,' ~:i:/-~'-"': '_ ~.:~~"':: , - ,;;: '--~ ','!. ~...:.. . c" CR: 90-132 Page 2 a,lt0.rnatives. The city council has the following alternatives regarding this issue: 1. Approve the action as requested by staff. Under this action the Mayor and City Manager will be authorized to execute a Joint Powers Agreement. The applicant will still be required to comply with all of the conditions detailed in the resolution for preliminary approval prior to the final bond sale. All action relating to these conditions will be done at the staff level. No fur.ther City council action would be required. 2. Deny the request. u~der this action the Long-term Care Foundation can still proceed with the possible issuance of tax exempt ho~~ing bonds for the purchase of the Hopkins Nursing Home. Issuance of the bonds wouJd be in the name of the City of Hopkins instead of the city of Minneapolis. Under this action the city council would be required to give final approval to the bond issue. 3. continue for further information. . RESOLUTION NO. ~~ RESOLUT!ON RELATING TO A PROJECT ON BEHALF OF THE LONG TERM CARE FOUNDATION UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPME~T ACT; APPROVING A JOINT POWERS AGREEMENT RELAT!NG TO THE ISSUANCE OF BONDS BY THE ~ITY AND AUTHORIZING THE EXECUTION OF DOCUMENTS . BE IT RESOLVED by the City Council of the City of Hopkins, Minnesota (the HCity.)~ as follows: 1.01. ~~ority and Ap2rQY~. This Council~ act1ng pursuant to Minnesota Statutes, Sections 469.152 through 469.165 (the -Act.), has held a public heating on, and given preliminary approval to, the issuance of its revenue bonds in a principal amount up to $2,500,000 and the loan of the proceeds thereof to The Long Term Care Foundation, a Tennessee nonprofit corporaticn (the .Borrower~), for the purpose of financing the acquisition of an existing nursing home facility commonly known as Hopkins HealthCare Center and certain improvements thereto (the Project) lceated at 725 Second Avenue South in the City. 1.02. Proposed Joint PQw~{S _Actj~. The Eorrower has informed this Council that the Bortower is requesting the cities of Anoka, Bloomington, Delano, E%celsior, Fridley, Long Lake, Minneapolis, New Briqhtuu, Osseo, Roseville; St, Louis ParK, St. Paul and Stillwater (collectively, the .Other Cities~ and, with the City, the .ParticipantsN) to issue similar bonds in or.der to finance similar projects on bshalf of the Borrower locateti in each of the Other Cl ties. 'rhe Borrower has proposed that the City and each of the Other Cities $nt~~ into a joint powers agreement pursuant to the Act authori~in9 onA of the Participants to issue revenue bonds under the Act to fin3nce each of such projects, inel~ding the Project. In particular, the Borrower has propased that the joint powers a9ra~ment provide that the City of Minneapolis issue the bonds authorized by each of the Participants in order to finance each of said projects. 1.030 Joint Power;; Autnorit;,". The City is authorized, pursuant to Section 471.59 and the Actt to enter into and perform such contracts andagreaments with other municipalities as this Council may deem propsr ~nd feasible fm; or concerning the planning, purch~se~ acquisition and financing of a project whereby one city issues its revenue bonds O~ behalf of one or more other cities. The City is authorized by said Section to enter into the joint powell a~reement p~opcsed by the Borrower 88 described in Section 1.02 hereof. 423lF. . 1.04. Documen~i9~. A form of Joint Powers Agreement has been prepared and submitted to this Council aI'ld is hereby directed to be filed with the City Clerk. Section 2. AY.thorization ~nJ,LA.l?Pl'oval Qf the Joint Powers Agreement. . The issuance of bonds by the City of Minneapolis on b~half of the City and each of the Other Cities for the purpose of financing the Project and the other projects desclibed above, pursuant to the Act and the Joint Powers Agreemant, is hereby approved. The form of the Joint Powers Agreement referr~d to in Section 1.04 is app~oved subject to such modifications as are deemed appropriate and approved by the City Attorney and the Mayor, which approval shall be conclusively evidenced by the execution of the Joint Powers Agreement by the Mayor and the City Clerk. The Mayor ana the City Clerk ar~ hereby authorized and directed to execute the Joint Powers Agreement. The Mayor and the City Clerk are also authorized and directed to execute such other instruments as may be required to give effect to the transaction herein contemplated. Section 3. AuthenticatiQn of ProceeQinqq. The Mayor and City Clerk and other officers of the City are authorized and directed to furnish to the BorrQwar and the attorneys rendering an opinion on the issusnce of the bonds, certified copies of all proceedings and reco.rds of the City relating to the bonds and such other: affidavits ana certificates as may be required to show the fa~ts relating to the legality and marketability of the bonds a~ such facts appear from the books and recor.ds in the officer's 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. Adopted this 19th day of June# 1990, M~yor Attest: City Clerk '. -2- .......,.. ',. . !t.ia' 1Il~"'" ,\.~ 'li~__,_,__~"'-~" i , ] '.j . .~ ,:~ ' "":1 ,'<~al .' "', .:;~.~~:~~ .. . . JOINT POWERS AGREEMENT PROVIDING FOR THE ISSUANCE OF NURSING HOME REVENUE BONDS UNDER MINNESOTA STATUTES, SECTIONS 469.152 THROUGB 469.165 TO FINANCE PROJE~TS ON BEHALF OF THE LONG TERM CARE FOUNDATiON This AGREEMENT is entered into as of the__~__d.ay of , 1990 between the City of Minneapolis, Minnesota, (NMinneapolisn) and the cities listed in Schedule I att~ched hereto (th<' "Cities"). 1. Siltement of Purpose _a.n.d Powers to be Exel:s:=isM, . 1.1. Under Minnesota statutes, Section 469.152 through 469.165, cited as the "Municipal Industrial Development Act" (the "Act"), Minneapolis and each of the Cities is authorized to (i) issue its revenue honds to finance properties, real or personal, whether or not now in existence, used or useful in connection with a revenue producing enterprise, including revenue producing enterprises whether or not operated for profit, engaged in providing health care services, including nursing homes6 and (ii) enter into and perform contracts and a~reernents with other cities concerning planning.. purchase, acquisition and financing of a project and whereby one city issues its revenue bonds in behalf of one or more other cities. 1.2. T' e Act recites that the welfare of the State requires the active promotion, attraction, enccur~gement and development of ecopomical1y sound industry and commerce to prevent, as far as possible, the emergence of blight and areas of chronic unemployment and to prevent economic deterioration and that the welfare of the State requires adequate health care facilities so that adequate health care services are available to residents of the state at reasonable cost. 1. 3. The Long Term Care Foundation, fJ Tennessee nonprofit corporation (the .Borrower~)i has proposed that Minneapolis and the Cities enter into a joint power~ agreement under Minnesota Statutes~ Section 471.59 and the Act, pursuant to which Minneapolis, acting for and on behalf of. itself and the Cities will issue a series of revenue bonds in an amount not in excess of $43,000,000 (the "Revenue Bonds~) and lean the proceeds thereof to the Borrower to finance the costs of the Project& shown ~n Schedu1e~ll attached hereto. f'.'-'_., ~~{;'. .,',',...,."",...','",'.'..,. .' .,J.-_:., :":'f~ ~;:} /';:l~ , ~.:::,;~ ':i I ~ " '- . '- " 1~.-.............--.--.-..~,~~~~'....I;o,..L:"""~. ~.;r....~ _U>OI~~ma;,.~ - ..' -111 ~ . ",,r , ~_~_ _....,i"",;i,;;...iY,:'~i~::;;:;,;;,f.:;{,~f , . 1.4. The undertaking of the proposed Projects and the issuance of the Revenue Bonds to financ~ the cost the~eof will promote the public purposes and legislative objectives of the Act by providing substantial inducement tor the Borrower to acquire and construct the Projects, and e&ch of the Projects constitute a -p~oject~ within the meaning of the Act. 2. M~.mn~r of Exercisi.!llL..fower,. r.1innec::polis and each of the Cities has adopted or will adopt ~ resolution authorizing the joint issuance of the Revenue Bonds in an aggregate principal amount not in excess of $43tOOOtOOO, of which amount the maximum principal amount to he issued with respect to Minneapolis and each City and each Project shall be as shown in Schedule II. Minneapolis shall exercise the powers of the Act on behalf of itself and the Cities by adoptingt approving and executing such resolutionst documents, and agreements as shall be necessary or convenient tn authorize, issue and sell the Revenue Bonds and such other resolutions, documents and agreements as shall be necessary or required in connection with the issuance of the Revenue Bonds and giving effect to or carrying out the provisions of this Agreement and documents under which the Revenue Bonds are issued and/or secured. . 3. Source at).d CQDt~i~ution of Funds; Allocation 2.f. l~nds. The source of funds for the Projects shall be the proceeds of the Revenue Bonds and, if necessary# a contribution to be made by the Borrower. The funds shall be deposited and applied as provided in an Indenture of Trust (the -Indenture") between Minneapolis and a bank as trustee. The Indenture shall provide for separate accounts in whiCh the proceeds of the Bonds to be used to finance each of the Projects shall be deposited. The proceeds of the Revenue Bonds deposited in such accounts may be used only for the specified Project and may not be used or applied by the Trustee or the Borrower for any other Proie(~t . 4. NPture of Revenue Bond~. The Revenue Bond~ shall be specialt limited obligations of Minneapolis, payable solely from proceeds, revenues and other. amounts pledged theretD and mor.e fully described in the Indenture. The Revenue Bonds and the interest thereon shall neither constitute nor give rise to ~ pecuniary liability, general or moral obligation or a pledge of the full faith or loan of credit of Minneapolis or any of the Cities, within the meaning of any charter, Constitutional or statutory provisions. .... -.1.- . 5. 'ferm of .Agl'eemeo.t;_1'~mlltation" Unless otherwise provided by concurrent Betion of Minnsbpolis and the Cities, this Ag~eement shall termin8t~ u~on the retit$mene or defeasance of the last outstanding Revenue Bond, and thi8 Agreement may not be termin3ted in ad~anc~ of such retirement or defeasance. . . ",'.',".,:'...." , ii;,-~-:~ , ~~\i~:~T~.;,.,'_, _,' ,,~.V,_:J ~(t;:':::-:, ".'..:>'. -;.-c' -,~., ".'-"-;",' 6. Amenome~. This Agreement may be amended by Minneapolis and the Cities at any time by a writing signed by each. No amendment may impair the rights of the holders of the Revenue Bonds, unless they have consented 0 such amend~ent in the manner provided for an amendment of the Indenture. IN WITNESS WHEREOF, Minneapolis and each of the Cities has caused this Agreement to be executed on its behalf by its Mayor and attested by its City clerk, all as of the day and year first above written. CITY OF MINNEAPOLIS, MINNESOTA By Its Mayor ATTEST: Its City Clerk CITY OF , MINNESOTA By rt~ Mayor ATTEST: Its City Clerk -3~ - '~-- _____I . ATTACH.ME:tiT A COUNCIL REPORT 90-133 COMMUNITY CENTER AND PUBLIC WORKS BID RESULTS BIDQBR AMOUNT ~ BID SECT:J;ON Pump and Meter Service 69,855.61 Primary Equipment ~~O.OO Fuel S:1atem Gym Equipment: Additions 134,845.61 Previous Project Total 47.8 . 4 70 ~ 09. CUrrent project Total 563,315.61 .