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HomeMy WebLinkAbout07-112 - ADMIN Resolution - City Council - 2007/10/15RESOLUTION NO. 07-112 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, AUTHORIZING THE ISSUANCE, SALE, AND DELIVERY OF ITS HEALTH CARE FACILITIES REVENUE REFUNDING BONDS (PARK NICOLLET HEALTH CARE SERVICES), SERIES 2007A, FOR THE BENEFIT OF PARK NICOLLET HEALTH SERVICES, PARK NICOLLET METHODIST HOSPITAL, PARK NICOLLET INSTITUTE, PARK NICOLLET CLINIC, PNMC HOLDINGS, AND PARK NICOLLET HEALTH CARE PRODUCTS; PAYABLE SOLELY FROM REVENUES PLEDGED PURSUANT TO THE BOND INDENTURE; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF THE REVENUE REFUNDING BONDS AND RELATED DOCUMENTS; AND PROVIDING FOR THE SECURITY, RIGHTS, AND REMEDIES WITH RESPECT TO THE REVENUE REFUNDING BONDS WHEREAS, the City of St. Louis Park, Minnesota (the "City"), is a home rule city and political subdivision duly organized and existing under its Charter and the Constitution and laws of the State of Minnesota; and WHEREAS, pursuant to the Minnesota Statutes, Sections 469.152-469.165, as amended (the "Act"), the City is authorized to issue revenue bonds to finance or refinance, in whole or in part, the cost of the acquisition, construction, reconstruction, improvement, betterment or extension of a project, defined in the Act as including any properties, real or personal, used or useful in connection with a revenue producing enterprise, whether or not operated for profit, engaged in providing health care services, including hospitals, nursing homes, and related medical facilities; and WHEREAS, Park Nicollet Health Services, a Minnesota nonprofit corporation, Park Nicollet 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"), have submitted an application to the City requesting the issuance by the City of its Health Care Facilities Revenue Refunding Bonds (Park Nicollet Health Services), Series 2007A in the approximate aggregate principal amount not to exceed $43,000,000 (the "Senes 2007A Bonds"), to refund the outstanding principal amount of the Health Care Facilities Revenue Refunding Bonds (Park Nicollet Health Services), Series 2003B (the "Series 2003B Bonds"), issued by the Issuer in the original aggregate principal amount of $43,050,000. The Series 2003B Bonds were issued to finance (A) the construction and equipping of the Obligated Group's Heart and Vascular Center at Methodist Hospital located at 6500 Excelsior Boulevard in the City of St. Louis Park, the construction of a parking ramp and other improvements at Methodist Hospital, the construction of public infrastructure improvements with respect to the foregoing, and the acquisition and installation of equipment for Methodist Hospital, and (B) the acquisition and installation of (1) a computed tomography scanner ("CT Scanner") at the facilities of the Obligated Group located at 1400 Fairview Drive in the City of Burnsville, Minnesota, (2) a CT Scanner at the facilities of the Obligated Group located at 15800 95th Avenue North in the City of Maple Grove, Minnesota, and (3) a CT Scanner and a magnetic resonance imaging scanner ("MRI Scanner") at the facilities of the Obligated Group located at 250 North Central Avenue in the City of Wayzata, Minnesota (collectively, the "Series 2003B Project"); and Resolution No. 07-112 -2- WHEREAS, Section 147(0 of the Internal Revenue Code of 1986, as amended (the "Code"), and regulations promulgated thereunder, requires that prior to the issuance of bonds, this Council approve the bonds after conducting a public heanng thereon preceded by publication of a notice of public hearing (in the form required by Section 147(0 of the Code and applicable regulations) in a newspaper of general circulation at least fourteen (14) days prior to the public hearing date; and WHEREAS, pursuant to the Code, a notice of public hearing in the form required by the Act and Section 147(0 of the Code was published in the Star Tribune at least fourteen days prior to the date hereof; and WHEREAS, on the date hereof, the City Council conducted a public hearing at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in wnting, on the Project and the proposed issuance of the Series 2007A Bonds; and WHEREAS, the Series 2007A Bonds to be issued to refund the Series 2003B Bonds and refinance the Series 2003B Project will be issued under a Bond Trust Indenture, dated on or after November 1, 2007 (the "Bond Indenture"), between the City and Wells Fargo Bank, National Association, as trustee (the "Bond Trustee"); and WHEREAS, the proceeds denved from the sale of the Senes 2007A Bonds will be loaned to the Obligated Group pursuant to the terms of a Loan Agreement, dated on or after November 1, 2007 (the "Loan Agreement"), between the Obligated Group and the City, and will be applied in accordance with the terms of the Loan Agreement and the Bond Indenture, together with other available funds held by the Bond Trustee for the payment of principal and interest on the Senes 2003B Bonds, to redeem and prepay the Series 2003B Bonds and to pay certain expenses incurred in connection with the issuance of the Bonds (including the payment of a premium for the bond insurance secunng the Senes 2007A Bonds); and WHEREAS, in consideration of the loan by the City of the proceeds of the Series 2007A Bonds to the Obligated Group and to secure the payment of the pnncipal of, premium, if any, and interest on the Senes 2007A Bonds when due, the Obligated Group will issue an obligation (the "Senes 2007A Obligation") to the City pursuant to a Supplemental Indenture, dated on or after November 1, 2007 (the "Supplemental Indenture"), to a Master Trust Indenture (the "Master Indenture"), between the Obligated Group and Wells Fargo Bank, National Association, as master trustee (the "Master Trustee"), which will be in the same aggregate principal amount and bear interest at the same rates as the Series 2007A Bonds, will have redemption provisions corresponding to those of the Series 2007A Bonds, and will be payable in installments equal to the maturities and mandatory redemptions of the Series 2007A Bonds; and WHEREAS, the loan repayments required to be made by the Obligated Group under the terms of the Loan Agreement will be assigned to the Bond Trustee under the terms of the Bond Indenture and the Series 2007A Obligation will be assigned by the City to the Bond Trustee under the terms of the Bond Indenture; and WHEREAS, the regularly scheduled payment of the pnncipal of and interest on all or a portion of the Series 2007A Bonds will initially be guaranteed by a financial guaranty insurance policy (the "Bond Insurance Policy") proposed to be issued by Ambac Assurance Corporation ' (the "Bond Insurer"), concurrently with the issuance of the Series 2007A Bonds; and Resolution No. 07-112 -3- WHEREAS, payment of the pnncipal of and interest on all or a portion of the Series 2007A Bonds that are tendered for purchase by the owners of such bonds and not remarketed are payable from amounts available under a Standby Bond Purchase Agreement, dated on or after November 1, 2007 (the "Standby Bond Purchase Agreement"), between the Obligated Group, the Bond Trustee, and Wells Fargo Bank, National Association (the "Bank"); and WHEREAS, the Series 2007A Bonds and the interest and any premium on the Series 2007A Bonds: (i) shall be payable solely from the revenues pledged therefor; (ii) shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; (iii) shall not constitute nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers; and (iv) shall not constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the City other than the City's interest in the Project and the Loan Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, AS FOLLOWS: 1. The City acknowledges, finds, determines, and declares that the issuance of the Series 2007A Bonds is authorized by the Act and the application of the proceeds of the Series 2007A Bonds to the redemption and prepayment of the Series 2003B Bonds and the payment of certain expenses incurred in connection with the issuance of the Series 2007A Bonds is consistent with and furthers the purposes of the Act. 2. For the purposes set forth above, there is hereby authonzed the issuance, sale and delivery of the Senes 2007A Bonds in one or more series in the approximate aggregate pnncipal amount of $43,000,000. The Series 2007A Bonds shall initially bear interest at variable rates established on such dates and in accordance with the terms of the Bond Indenture and may be converted to fixed rates pursuant to the Bond Indenture. The Series 2007A Bonds shall be designated, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to matunty, shall be in such form, and shall have such other terms, details, and provisions as are prescribed in the Bond Indenture, in the form now on file with the City, with the amendments referenced herein. The City hereby authonzes the Series 2007A Bonds to be issued as "tax- exempt bonds" the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. All of the provisions of the Senes 2007A Bonds, when executed as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Series 2007A Bonds shall be substantially in the form set forth in the Bond Indenture, which form are hereby approved, with such necessary and appropriate variations, omissions and insertions (including changes to the name of the Series 2007A Bonds, the aggregate principal amount of the Series 2007A Bonds, the stated matunties of the Senes 2007A Bonds and the maturity dates of the Series 2007A Bonds, the initial interest rates on the Series 2007A Bonds and the terms for determining the variable rates or the fixed rates on the Series 2007A Bonds, and the terms of optional and mandatory redemption of the Series 2007A Bonds) as the Mayor of the City and the City Manager of the City (the "Mayor" and "City Manager"), in their discretion, shall determine. The execution of the Series 2007A Bonds with the manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Series 2007A Bonds by the City shall be conclusive evidence of such determination. Resolution No. 07-112 -4- 3. The Series 2007A Bonds shall be special limited obligations of the City and the pnncipal, premium, and interest on the Series 2007A Bonds shall be payable solely from the proceeds of the Series 2007A Bonds, the revenues derived from the Obligated Group pursuant to the terms of the Loan Agreement and the Senes 2007A Obligation, and other funds pledged pursuant to the Bond Indenture. The Senes 2007A Bonds will also be secured by the Bond Insurer pursuant to the terms of the Bond Insurance Policy. 4. The City Council of the City hereby authorizes and directs the Mayor and the City Manager to execute and deliver the Bond Indenture, and to deliver to the Bond Trustee the Bond Indenture, and hereby authorizes and directs the execution of the Series 2007A Bonds in accordance with the terms of the Bond Indenture, and hereby provides that the Bond Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the owners of the Series 2007A Bonds, the City and the Bond Trustee as set forth therein. All of the provisions of the Bond Indenture, when executed as authonzed herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Bond Indenture shall be substantially in the form on file with the City, which is hereby approved, with such necessary and appropriate variations, omissions and insertions as do not matenally change the substance thereof, or as the Mayor and the City Manager, in their discretion, shall determine, and the execution and delivery thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 5. The Mayor and City Manager are hereby authonzed and directed to execute and deliver the Loan Agreement and the Bond Purchase Agreement, dated on or after November 1, 2007 (the "Bond Purchase Agreement"), between Morgan Stanley & Co. Incorporated (the "Underwriter"), the City, and the Obligated Group. All of the provisions of the Loan Agreement and the Bond Purchase Agreement, when executed and delivered as authonzed herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Loan Agreement and the Bond Purchase Agreement shall be substantially in the forms on file with the City which are hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the Mayor and the City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and the City Manager shall be conclusive evidence of such determination. 6 The Bond Trustee is hereby appointed as the initial Paying Agent, Bond Registrar, and Tender Agent with respect to the Series 2007A Bonds. 7. The Mayor and City Manager of the City are hereby authorized to execute and deliver, on behalf of the City, such other documents as are necessary or appropriate in connection with the issuance, sale, and delivery of the Senes 2007A Bonds, including a General Certificate of the City, an Endorsement to the Borrower's Tax Certificate, an Information Return for Tax -Exempt Private Activity Bond Issues, Internal Revenue Service Form 8038 (Rev. January 2002), and all other documents and certificates as shall be necessary and appropriate in connection with the issuance, sale, and delivery of the Series 2007A Bonds. The City hereby approves the execution and delivery by the Bond Trustee of the Bond Indenture, the Standby Bond Purchase Agreement, the Tax Exemption Agreement, dated on or after November 1, 2007, between the Obligated Group and the Bond Trustee, the Escrow Agreement, dated on or after November 1, 2007 (the "Escrow Agreement"), between the Obligated Group and the Bond • Resolution No. 07-112 -5- Trustee, and all other instruments, certificates, and documents prepared in conjunction with the issuance of the Series 2007A Bonds that require execution by the Bond Trustee. The City hereby authorizes Kennedy & Graven, Chartered, as bond counsel of the City, to prepare, execute, and deliver its approving legal opinion with respect to the Series 2007A Bonds. 8. The City has not participated in the preparation of the Official Statement relating to the offer and sale of the Series 2007A Bonds (the "Official Statement"), and has made no independent investigation with respect to the information contained therein, including the appendices thereto, and the City assumes no responsibility for the sufficiency, accuracy, or completeness of such information. Subject to the foregoing, the City hereby consents to the distribution and the use by the Underwriter in connection with the sale of the Senes 2007A Bonds of the Official Statement. The Official Statement is the sole material consented to by the City for use in connection with the offer and sale of the Series 2007A Bonds. The City hereby approves the Continuing Disclosure Agreement, dated on or after November 1, 2007 (the "Continuing Disclosure Agreement"), to be executed and delivered by the Obligated Group and the Bond Trustee, in the form now on file with the City. 9. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the City or the City Council by the provisions of this resolution or of the aforementioned documents shall be exercised or performed by the City or by such members of the City Council, or such officers, board, body or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the aforementioned documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the City Council of the City, or any officer, agent or employee of the City in that person's individual capacity, and neither the City Council of the City nor any officer or employee executing the Series 2007A Bonds shall be liable personally on the Senes 2007A Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. No provision, covenant or agreement contained in the aforementioned documents, the Series 2007A Bonds or in any other document relating to the Senes 2007A Bonds, and no obligation therein or herein imposed upon the City or the breach thereof, shall constitute or give nse to any pecuniary liability of the City or any charge upon its general credit or taxing powers. In making the agreements, provisions, covenants and representations set forth in such documents, the City has not obligated itself to pay or remit any funds or revenues, other than funds and revenues derived from the Loan Agreement and the Series 2007A Obligation which are to be applied to the payment of the Series 2007A Bonds, as provided therein and in the Bond Indenture. 10. Except as herein otherwise expressly provided, nothing in this resolution or in the aforementioned documents expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the City or any holder of the Series 2007A Bonds issued under the provisions of this resolution, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provisions hereof, this resolution, the aforementioned documents and all of their provisions being intended to be and being for the sole and exclusive benefit of the City and any holder from time to time of the Series 2007A Bonds issued under the provisions of this resolution. Resolution No. 07-112 -6- 11. In case any one or more of the provisions of this resolution, other than the provisions contained in the first sentence of Section 3 hereof, or of the aforementioned documents, or of the Series 2007A Bonds issued hereunder shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, or of the aforementioned documents, or of the Series 2007A Bonds, but this resolution, the aforementioned documents, and the Series 2007A Bonds shall be construed and endorsed as if such illegal or invalid provisions had not been contained therein. 12. The Senes 2007A Bonds, when executed and delivered, shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Series 2007A Bonds and the regularity of the issuance thereof, and that all acts, conditions, and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Senes 2007A Bonds, and to the execution of the aforementioned documents to happen, exist and be performed precedent to the execution of the aforementioned documents have happened, exist and have been performed as so required by law. 13. The officers of the City, bond counsel, other attorneys, engineers, and other agents or employees of the City are hereby authorized to do all acts and things required of them by or in connection with this resolution, the aforementioned documents, and the Series 2007A Bonds for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Series 2007A Bonds, the aforementioned documents and this resolution. In the event that for any reason the Mayor of the City is unable to carry out the execution of any of the documents or other acts provided herein, any persons delegated the duties of the Mayor shall be authorized to act in the capacity of the Mayor and undertake such execution or acts on behalf of the City with full force and effect, which execution or acts shall be valid and binding on the City. If for any reason the City Manager of the City is unable to execute and deliver the documents referred to in this Resolution, such documents may be executed by any person delegated the duties of the City Manager, with the same force and effect as if such documents were executed and delivered by the City Manager of the City. 14. The City understands that the Obligated Group will pay directly or through the City any and all costs paid or incurred by the City in connection with the transactions authorized by this resolution, whether or not the Senes 2007A Bonds are issued. 15. This resolution shall be in full force and effect from and after its passage. opted by the City Council of the City of St. Louis Park, Minnesota, this 15th day of 0 tober, .007. Revie City fo Administration: Attest: City Clerk pted by the City Council October 15, 2007 ct,, Myo