HomeMy WebLinkAbout05-020 - ADMIN Resolution - City Council - 2005/02/07RESOLUTION NO. 05-020
APPROVING THE FIRST SUPPLEMENT TO BOND RUST INDENTURE
WITH RESPECT TO THE HEALTH CARE FACILITIES REVENUE BONDS
(PARK NICOLLET HEALTH SERVICES), SERIES 2003A, ISSUED BY THE CITY
ON NOVEMBER 1, 2003; AND AUTHORIZING EXECUTION AND DELIVERY
OF THE FIRST SUPPLEMENT TO BOND TRUST INDENTURE
WHEREAS, pursuant to a Bond Trust Indenture, dated November 1, 2003 (the "Original
Indenture"), between the City of St Louis Park, Minnesota (the "City") and Wells Fargo Bank,
National Association (formerly known as Wells Fargo Bank Minnesota, National Association),
as trustee (the "Bond Trustee"), the City issued its Health Care Facilities Revenue Bonds (Park
Nicollet Health Services), Senes 2003A, Penodic Auction Reset Secunties, in the original
aggregate pnncipal amount of $231,525,000 in five separate sub-senes and dated as of
November 1, 2003 (the "Bonds"); and
WHEREAS, the City loaned the proceeds of the Bonds to Park Nicollet Health Services,
a Minnesota nonprofit corporation, Methodist Hospital, a Minnesota nonprofit corporation, Park
Nicollet Institute, a Minnesota nonprofit corporation, Park Nicollet Clinic, a Minnesota
association that has elected to be treated as a nonprofit corporation, PNMC Holdings, a
Minnesota nonprofit corporation, and Park Nicollet Health Care Products, a Minnesota nonprofit
corporation (collectively, the "Obligated Group,") pursuant to a Loan Agreement, between the
City and the Obligated Group, dated November 1, 2003, and the Obligated Group used proceeds
of the Sub-senes 1 through 4 Bonds in the amount of $201,525,000 to redeem and prepay the
Pnor Bonds (as defined in the Original Indenture), fund a debt service reserve fund, and pay
certain costs of issuance and the Obligated Group used proceeds of the Sub -renes 5 Bonds in the
amount of $30,000,000 to finance vanous capital costs of improvements and pay certain costs of
issuance; and
WHEREAS, in conjunction with the issuance of the Bonds, the Obligated Group entered
into interest rate hedge agreements (the "Swap Contracts") with Goldman Sachs Mitsui Manne
Denvate Products, L.P. (the "Swap Provider") and pursuant to the Swap Contracts, the Obligated
Group pays a fixed rate of interest on the pnncipal outstanding on the Bonds to the Swap
Provider on a quarterly basis (January 1, April 1, July 1, and October 1) and the Swap Provider
pays a floating rate of interest on the principal outstanding on the Bonds to the Obligated Group
on a weekly or monthly basis for each Sub -series of Bonds; and
WHEREAS, in order to cure any ambiguity regarding the disbursement of funds from the
Capitalized Interest Sub account (as defined in the Original Indenture), the Obligated Group has
requested that the Original Indenture be supplemented to include the definition of "Swap
Contract" and "Swap Provider" and the language of Section 5.05(0 of the Onginal Indenture
related to disbursements from the Capitalized Interest Sub account be clarified to specifically
allow for the disbursement of amounts necessary for payments due under the Swap Contract for
interest on the Bonds.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY AS
FOLLOWS:
1. That pursuant to the terms of Sections 15.01 and 15.05 of the Onginal Indenture, the
City hereby approves the First Supplement to Bond Trust Indenture, dated as of February 1, 2005
(the "Agreement"), between the City and the Bond Trustee, and consented to by the Obligated
Resolution No. 05-020 -2-
Group and Ambac Assurance Corporation, a Wisconsin -domiciled stock insurance company, as
the Bond Insurer in substantially the form on file with the City on the date hereof.
2. That the Mayor and City Manager of the City are hereby authonzed and directed
to execute and deliver on behalf of the City the Agreement, with such necessary or appropriate
vanations, omissions, and additions as do not adversely affect the City, as the Mayor in his
discretion shall determine. The execution thereof by the Mayor and the City Manager shall be
conclusive evidence of final approval of the terms of such documents. In the event that the
Mayor and City Manager or either of them is not available, such documents may be signed by
any other member of the City Council on behalf of the City
3. The Mayor and City Manager are hereby further authonzed to execute and
deliver, on behalf of the City, such other documents and certificates as are required by Kennedy
& Graven, Chartered, as bond counsel, or as are necessary or appropnate in connection with the
execution and delivery of the documents descnbed herein.
opted: February 7, 2005.
dministration.
City
Attest:
C
,Adopted by th City Council February 7, 2005
t/i/
Mayor
(664