2.5 Ridgeview Medical Ctr AgreeMEMORANDUM
CITYOF
CHANHASSEN
7700 Market Boulevard
PO Box 147
Chanhassen. MN 55317
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Web Site
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TO:
FROM:
DATE:
SUBJECT:
Mayor
City Council
Bruce M. DeJong, Finance Directo ,. ~
June 20, 2002
Resolution Approving a Joint Powers Agreement for Ridgeview
Medical Center
Ridgeview Medical Center has asked the city of Howard Lake to issue bonds for
some buildings and equipment to be placed in various jurisdictions throughout
their service area. Some of the funds will be spent in the city of Chanhassen for a
new 20,000 square foot clinic. We need to hold a public hearing and adopt a
resolution authorizing a joint powers agreement with the cities of Howard Lake,
Delano, and Waconia for issuing the bonds. We will not be responsible in any
way for the costs of the bonds and our direct expenditures in creating this joint
powers agreement will be reimbursed from the bond proceeds.
The purpose of this memo is to request City Council authorization to enter a
joint powers agreement for the purpose of issuing bonds for Ridgeview
Medical Center.
The bonds will be revenue bonds payable solely from revenues generated from the
medical center. They are not general obligations of any of the cities involved and
do not require a pledge of the city's taxing authority or its full faith and credit.
They are essentially like industrial development bonds in which the cities are just
a pass-through mechanism to provide lower cost financing for the projects.
Recommendation
City staff recommends that the City Council hold the public hearing and approve
the joint powers agreement as shown on the enclosed documents.
'The Cill/of Chanflassen · A growing community wi!h clean lakes, quality schools, a charming downtown, thriving businesses, winding trails, and beautiful parks. A gear place to live. work. and play.
JOINT POWERS AGREEMENT
This Joint Powers Agreement, dated as of 1, 2002 (the "Agreement"), is
made by and between the CITY OF HOWARD LAKE, MINNESOTA ("Howard Lake"), the
CITY OF CHANHASSEN, MINNESOTA ("Chanhassen"), the CITY OF DELANO,
MINNESOTA ("Delano") and the CITY OF WACONIA, MINNESOTA ("Waconia").
RECITALS
WHEREAS, each of Howard Lake, Chanhassen, Delano and Waconia is a municipal
corporation and a "municipality" as defined in Minnesota Statutes, Sections 469.152 to
469.1651 (the "Industrial Development Act"), with the power thereunder to issue bonds and
loan the proceeds thereof for certain projects; and
WHEREAS, Minnesota Statutes, Section 471.59, as amended (the "Joint Powers
Act"), provides that two or more governmental units, by agreement entered into through
action of their governing bodies, may jointly or cooperatively exercise any power common to
the contracting parties or any similar powers, and that the agreement may provide for the
exercise of such powers by one or more of the participating governmental units on behalf of
the other participating units; and
WHEREAS, Ridgeview Medical Center, a Minnesota nonprofit corporation (the
"Borrower") has requested Howard Lake to issue its tax-exempt revenue bonds or notes, on
behalf of itself and the cities of Chanhassen, Delano and Waconia, and to loan the proceeds
of such bonds to the Borrower so that the Borrower may finance a project consisting of the
(1) acquisition of land and construction of an approximately 20,525 sq. ft. facility in
Chanhassen, (2) acquisition of land and construction of an approximately 8,100 sq. ft. facility in
Delano, and (3) the equipping of various clinic sites in Waconia and Howard Lake with
computer and diagnostic medical equipment (the "Project"); and
WHEREAS, the governing bodies of Howard Lake, Chanhassen, Delano and
Waconia have authorized the execution and delivery of this Agreement and consented to the
issuance of Bonds as contemplated herein;
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. In order to finance the Project, Howard Lake shall issue its revenue bonds or
notes (the "Bonds") pursuant to the Joint Powers Act, the Industrial Development Act, and
the terms of a bond resolution (the "Bond Resolution") to be introduced and adopted by
Howard Lake. The proceeds of the Bonds will be loaned to the Borrower pursuant to a loan
agreement, and the Borrower will apply such proceeds to payment of costs of the Project.
2. The liability of Howard Lake, Chanhassen, Delano and Waconia with respect
to the Bonds shall be limited as provided in the Industrial Development Act and the Bond
Resolution. Except to the extent specifically provided herein, Howard Lake, Chanhassen,
Delano and Waconia shall not incur any obligations or liabilities to each other as a result of
JOINT POWERS AGREEMENT
the issuance of the Bonds or the use of the Project by the Borrower. The Bonds shall be
special, limited obligations of Howard Lake payable solely from proceeds, revenues and
other amounts pledged thereto and more fully described in the Bond Resolution. The Bonds
and the interest thereon shall neither constitute nor give rise to a pecuniary liability, general
or moral obligation or a pledge of the full faith or loan of credit of Howard Lake,
Chanhassen, Delano, Waconia, the State of Minnesota or any political subdivision of the
above, within the meaning of any constitutional or statutory provisions.
3. All costs incurred by Howard Lake, Chanhassen, Delano and Waconia in the
authorization, execution, delivery and performance of this Agreement shall be paid by the
Borrower out of proceeds of the Bonds or other funds legally available to the Borrower.
4. Any property acquired as a result of this Agreement shall be and remain the
property of Howard Lake, to be disposed of pursuant to the terms of the loan agreement and
the Bond Resolution. Any surplus moneys remaining after the purpose of this Agreement
has been completed, unless otherwise provided for in the agreements related to the Bonds
shall belong to Howard Lake.
5. This Agreement may not be terminated by any party so long as any Bonds are
Outstanding (as defined in the Bond Resolution).
6. This Agreement may be amended by Howard Lake, Chanhassen, Delano and
Waconia at any time. No amendment may impair the rights of the holder of the Bonds,
unless it has consented to such amendment in the manner provided for an amendment of the
Bond Resolution.
7. This Agreement may be executed in several counterparts, each of which shall
be regarded as an original and all of which shall constitute but one and the same Agreement.
M1:882258.01
JOINT POWERS AGREEMENT
IN WITNESS WHEREOF, duly authorized officers of the CITY OF HOWARD
LAKE, MINNESOTA, the CITY OF CHANHASSEN, MINNESOTA, the CITY OF
DELANO, MINNESOTA, and the CITY OF WACONIA, MINNESOTA, have executed this
Agreement as of the date set forth above.
CITY OF HOWARD LAKE,
MINNESOTA
By
Its
By
Its
JOINT POWERS AGREEMENT
CITY OF CHANHASSEN, MINNESOTA
By
Its
By
Its
JOINT POWERS AGREEMENT
CITY OF DELANO, MINNESOTA
By
Its
Its
By
JOINT POWERS AGREEMENT
CITY OF WACONIA, MINNESOTA
By
Its
By
Its
JOINT POWERS AGREEMENT
THE CITY OF CHANHASSEN, MINNESOTA
RESOLUTION NO.
AUTHORIZING THE EXECUTION AND DELIVERY OF A JOINT POWERS
AGREEMENT TO FINANCE A PROJECT FOR RIDGEVIEW MEDICAL
CENTER
WHEREAS, the cities of Howard Lake, Minnesota ("Howard Lake"), Chanhassen,
Minnesota ("Chanhassen" or the "City"), Delano, Minnesota ("Delano") and Waconia,
Minnesota (Waconia") are authorized by the provisions of Minnesota Statutes, Sections 469.152
to 469.1651 (the "Industrial Development Act"), to issue revenue bonds for the purpose of
providing funds to finance a project that includes revenue-producing enterprises such as
hospitals, nursing homes and related medical facilities which provide health care services and
other revenue-producing facilities;
WHEREAS, Minnesota Statutes, Section 471.59, as amended (the "Joint Powers Act"),
provides that two or more governmental units, by agreement entered into through action of their
governing bodies, may jointly or cooperatively exercise any power common to the contracting
parties or any similar powers, and that the agreement may provide for the exercise of such
powers by one or more of the participating governmental units on behalf of the other
participating units; and
WHEREAS, Ridgeview Medical Center, a Minnesota nonprofit corporation (the
"Borrower") has requested Howard Lake to issue its tax-exempt revenue bonds, on behalf of
itself and the cities of Chanhassen, Delano and Waconia, and loan the proceeds of such bonds to
the Borro~ver so that the Borrower may finance a project consisting of the (1) acquisition of land
and construction of an approximately 20,525 sq. ft. facility in Chanhassen, (2) acquisition of land
and construction of an approximately 8,100 sq. ft. facility in Delano, and (3) the equipping of
various clinic sites in Waconia and Howard Lake with computer and diagnostic medical equipment
(the "Project"); and
WHEREAS, upon execution and approval of the Joint Powers Agreement, Howard Lake
will issue its revenue bonds pursuant to the Industrial Development Act and the Bond Resolution
(as defined in the Joint Powers Agreement) and loan the proceeds to the Borrower in order to
finance the Project;
WHEREAS, the proposed revenue bonds to be issued shall not constitute an indebtedness
or pledge the full faith and credit of Hoxvard Lake, Chanhassen, Delano, Waconia, the State of
Minnesota, or any other agency or political subdivision thereof, but shall be payable solely from
the revenues pledged and assigned thereto pursuant to the Bond Resolution; and
WHEREAS, as required by Section 147(f) of the Internal Revenue Code, as amended (the
"Code"), and the Industrial Development Act, the City Council of the City conducted a public
hearing on the date hereof on the proposal following a notice of such hearing published not less
than 14 days prior to such date in a newspaper of general circulation in the City; and at such
public hearing all parties who appeared or who submitted written comments were given an
opportunity to express their views with respect to the proposal;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
CHANHASSEN, MINNESOTA that the Joint Powers Agreement in substantially the form
submitted to the City at this meeting is hereby approved, and its execution and delivery in the
name and on behalf of the City by the Mayor and the City Clerk are hereby approved.
BE IT FURTHER RESOLVED, that this approval of this City Council is given for
purposes of Section 147(0 of the Code.
BE IT FURTHER RESOLVED, that the staff and officers of the City are authorized to
provide such certifications as may be reasonably requested with respect to the Joint Powers
Agreement and the revenue bonds.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF
CHANHASSEN, MINNESOTA, THIS __ DAY OF JUNE, 2002.
ATTEST:
Mayor
City Clerk
M 1:882276.01