HomeMy WebLinkAbout07-123 - ADMIN Resolution - City Council - 2007/10/22RESOLUTION NO. 07-123
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS
PARK, MINNESOTA AUTHORIZING EXECUTION AND DELIVERY OF
A BOOKS AND RECORDS LETTER FOR AN INTEREST RATE SWAP
AGREEMENT RELATED TO REVENUE BONDS TO BE ISSUED FOR
THE BENEFIT OF PARK NICOLLET HEALTH SERVICES UNDER
MINNESOTA STATUTES, SECTIONS 469.152-469.165
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 authonzed to issue revenue bonds to finance, 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 enterpnse, whether or not operated for profit, engaged in
providing health care services, including hospitals, nursing homes, and related medical facilities;
and
W I.EREAS, 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"), has requested the City issue its Health Care Facilities Revenue Bonds (Park
Nicollet Health Services), Series 2007-B1 in the aggregate principal amount of $56,595,000 and
its Health Care Facilities Revenue Bonds (Park Nicollet Health Services), Series 2007B-2, in the
aggregate principal amount of $44,575,000 (collectively, the "Series 2007B Bonds"), for the
following purposes:
(a) the financing of (i) the acquisition, construction, and equipping of an
approximately 82,000 square foot building which will house the Obligated Group's
Cancer Center and related facilities with approximately 31,000 square feet of the building
reserved for future expansion, to be located at 6490 Excelsior Boulevard in the City, (ii)
the acquisition, construction, and equipping of a new parking ramp which will include
approximately 1,700 parking stalls adjacent to the Cancer Center, (iii) the redesign and
renovation of the emergency center at Park Nicollet Methodist Hospital located at 6500
Excelsior Boulevard in the City, (iv) the construction and equipping of a new north
common entrance to Park Nicollet Methodist Hospital, the Meadowbrook Building, and
the new Cancer Center, and (v) the acquisition, construction, and equipping of an
approximately 69,000 square foot Eating Disorders Institute, including a parking ramp
and surface lot with an estimated 220 parking stalls, to be located at 3515 Belt Line
Boulevard in the City (collectively, the "Project"); and
(b) the payment of a premium for the bond insurance secunng the Series 2007B
Bonds, payment of interest on the Series 2007B Bonds during construction of the Project
(or the required payments under a Swap Agreement), and the payment of the costs of
issuance of the Series 2007B Bonds; and
Resolution No. 07-123 -2-
WHEREAS, by resolution adopted on October 15, 2007, and amended on October 22,
2007, the City Council of the City approved the issuance of the Series 2007B Bonds; and
WHEREAS, the Obligated Group is proposing to enter into an interest rate swap
agreement with respect to the Series 2007B Bonds; and
WHEREAS, the Obligated Group has requested that the City identify on the City's
books and records, maintained with respect to the Senes 2007B Bonds proposed to be issued by
the City to finance the Project, an interest rate hedge agreement entitled the ISDA Master
Agreement, dated on or after November 14, 2007 (the "ISDA Agreement"), together with the
Credit Support Annex, dated as of November 14, 2007 (the "Annex" and collectively with the
ISDA Agreement, the "Swap Agreement" or the "Hedge"), between the Obligated Group and
Morgan Stanley Capital Services Inc., a Delaware corporation (the "Hedge Provider"), in order
to qualify the Hedge as a "qualified hedge" within the meaning of Treasury Regulations,
Section 1.148-4(h)(2) promulgated under Section 148 of the Internal Revenue Code of 1986, as
amended (the "Code") and to qualify the Hedge as an "anticipatory hedge" within the meaning
of Treasury Regulations, Section 1.148-4(h)(5)(iii) promulgated under the Code; and
WHEREAS, pursuant to the requirements of the Treasury Regulations, Section 1.148-
4(h)(2) the City is required to execute a memorandum of the City addressed to the Obligated
Group and the Hedge Provider with respect to the Hedge related to the Series 2007B Bonds to be
issued by the City (the "Books and Records Letter").
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF ST. LOUIS PARK, MINNESOTA, AS FOLLOWS:
Section 1. Authorization of Books and Records Letter. For the sole purpose of satisfying
the requirements of the Treasury Regulations, Sections 1.148-4(h)(2) and 1.148-4(h)(4), the City
hereby authorizes the City Manager or the City Finance Director to execute the Books and
Records Letter with respect to the Hedge related to the Series 2007B Bonds, substantially in the
form on file with the City on the date hereof. Copies of the Books and Records Letter and the
Hedge are hereby authonzed to be identified on the City's books and records maintained with
respect to the Series 2007B Bonds, no later than three (3) days after the Hedge is entered into.
Section 2. Effective Date. This Resolution shall be in full force and effect from and after
its pass • ge.
A s opted by the City Council of the City of St. Louis Park, Minnesota, this
Oct . ' er 2 . , 2007.
Review - I o Administration
-iIi■ 1
City M
Attest:
Cetztt
City Clerk
Adopt - d by the; Cit Council October 22, 2007.
1
Mayo