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HomeMy WebLinkAbout08-054 - ADMIN Resolution - City Council - 2008/04/28CITY OF ST. LOUIS PARK, MINNESOTA RESOLUTION NO. 08-054 RESOLUTION OF THE CITY OF ST. LOUIS PARK, MINNESOTA, AUTHORIZING THE EXECUTION AND DELIVERY OF AMENDED AND RESTATED BOND TRUST INDENTURES, AMENDED AND RESTATED LOAN AGREEMENTS, AND OTHER DOCUMENTS RELATED TO THE DELIVERY OF A NEW LIQUIDITY FACILITY AND ADDITIONAL CREDIT ENHANCEMENT IN CONNECTION WITH THE CITY'S HEALTH CARE FACILITIES REVENUE REFUNDING BONDS (PARKNICOLLET HEALTH SERVICES), SERIES 2007A AND HEALTH CARE FACILITIES REVENUE BONDS (PARKNICOLLET HEALTH SERVICES), SERIES 2007B WHEREAS, the City of St. Louis Park, Minnesota (the "City"), is a municipal corporation and political subdivision of the State of Minnesota. WHEREAS, at the request of 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"), the City previously issued its Health Care Facilities Revenue Refunding Bonds (Park Nicollet Health Services), Series 2007A, in the original aggregate principal amount of $41,600,000 (the "Series 2007A Bonds"). The proceeds of the Series 2007A Bonds were applied to the redemption and prepayment of the Health Care Facilities Revenue Bonds (Park Nicollet Health Services), Series 2003B, issued in the original aggregate principal amount of $41,550,000 (the "Prior Bonds") and the payment of the costs of issuance of the Series 2007A Bonds. The proceeds of the Prior Bonds were used to finance (A) the construction and equipping of the Obligated Group's Heart and Vascular Center at Park Nicollet Methodist Hospital located at 6500 Excelsior Boulevard in the City of St. Louis Park, the construction of a parking ramp and other improvements at Park Nicollet Methodist Hospital, the construction of public infrastructure improvements with respect to the foregoing, and the acquisition and installation of equipment for Park Nicollet 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, and to pay related costs of issuing the bonds. Resolution No. 08-054 -2- WHEREAS, at the request of the Obligated Group, the City also previously issued its Health Care Facilities Revenue Bonds (Park Nicollet Health Services), Series 2007B-1, in an original aggregate principal amount of $56,595,000 (the "Series 2007B-1 Bonds"), and its Health Care Facilities Revenue Bonds (Park Nicollet Health Services), Series 2007B-2, in an original aggregate principal amount of $44,575,000 (the "Series 2007B-2 Bonds," and collectively with the Series 2007B-1 Bonds, the "Series 2007B Bonds"). The proceeds of the Series 2007B Bonds were used to finance a portion of the capital costs of all or a portion of the following improvements: (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 Methodist Hospital located at 6500 Excelsior Boulevard in the City, (iv) construction and equipping of a new common entrance to 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, all operated by Members of the Obligated Group and located in the City. Proceeds of the Series 2007B Bonds were also used to finance the payment of a premium for the bond insurance securing the Series 2007B Bonds, payment of interest on the Series 2007B Bonds during construction (or the required payments under a swap agreement entered into in relation to the Series 2007B Bonds), and the payment of the costs of issuance of the Series 2007B Bonds. WHEREAS, subsequent to the initial issuance of the Series 2007A Bonds and the Series 2007B Bonds (collectively, the "Bonds"), events occurred in the municipal bond market for Ambac- insured bonds that have led the Obligated Group to seek,additional credit support and alternative liquidity support for the Bonds. At the request of the Obligated Group, Wells Fargo Bank, National Association (the "Letter of Credit Bank"), has agreed to issue its irrevocable, direct -pay letter of credit (the "Series 2007A Original Letter of Credit") pursuant to the terms of a Reimbursement Agreement, dated on or after May 1, 2008 (the "Series 2007A Reimbursement Agreement"), among the Obligated Group and the Letter of Credit Bank, to secure the payment of the principal of, interest on, and Purchase Price of the Series 2007A Bonds and to act as a Liquidity Facility with respect to the Series 2007A Bonds. The Letter of Credit Bank has also agreed to issue its irrevocable, direct -pay letter of credit (the "Series 2007B Original Letter of Credit") pursuant to the terms of a Reimbursement Agreement, dated on or after May 1, 2008 (the "Series 2007B Reimbursement Agreement"), among the Obligated Group and the Letter of Credit Bank, to secure the payment of the principal of, interest on, and Purchase Price of the Series 2007B Bonds and to act as a Liquidity Facility with respect to the Series 2007B Bonds. Meeting of April 28, 2008 (Item No. 4i) Page 5 Subject: Resolution Modifying Letter of Credit — 2007 Park Nicollet Bonds Resolution No. 08-054 -3- WHEREAS, in order to obtain the additional credit support and alternative liquidity support for the Bonds, certain documents executed in conjunction with the issuance of the Bonds must be amended. Therefore, the Obligated Group has requested that the City execute and deliver the following documents: (i) an Amended and Restated Bond Trust Indenture, dated on or after May 1, 2008 (the "Series 2007A Amended Bond Indenture"), between the City and Wells Fargo Bank, National Association, as Trustee (the "Bond Trustee"); (ii) an Amended and Restated Loan Agreement, dated on or after May 1, 2008 (the "Series 2007A Amended Loan Agreement"), between the City and the Obligated Group; (iii) an Amended and Restated Bond Trust Indenture, dated on or after May 1, 2008 (the "Series 2007B Amended Bond Indenture," and collectively with the Series 2007A Amended Bond Indenture, the "Amended Bond Indentures"), between the City and the Bond Trustee; (iv) an Amended and Restated Loan Agreement, dated on or after May 1, 2008 (the "Series 2007B Amended Loan Agreement," and collectively with the Series 2007A Amended Loan Agreement, the "Amended Loan Agreements"), between the City and the Obligated Group. NOW THEREFORE BE IT RESOLVED by the City Council of the City of St. Louis Park, Minnesota, as follows: 1. That the Amended Bond Indentures and the Amended Loan Agreements are hereby approved in substantially the forms on file with the City on the date hereof. 2 That the City Council of the City hereby authorizes and directs the Mayor and the City Manager to execute and deliver the Amended Bond Indentures, and to deliver to the Bond Trustee the Amended Bond Indentures. All of the provisions of the Amended Bond Indentures, 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 Amended Bond Indentures 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 materially 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. 3. That the'Mayor and the City Manager are hereby authorized and directed to execute and deliver the Amended Loan Agreements. All of the provisions of the Amended Loan Agreements, when executed and delivered 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. Amended Loan Agreements 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. Meeting of April 28, 2008 (Item No. 4i) Page 6 Subject: Resolution Modifying Letter of Credit — 2007 Park Nicollet Bonds Resolution No. 08-054 -4- 4. That the City hereby approves the execution and delivery by the Bond Trustee of the Amended Bond Indentures and all other instruments, certificates, and documents prepared in conjunction with the remarketing of the Bonds that require execution by the Bond Trustee, including but limited to a Pledge and Security Agreement, dated on or after May 1, 2008, among the Obligated Group, the Bond Trustee, and the Letter of Credit Bank related to the Series 2007A Bonds and a Pledge and Security Agreement, dated on or after May 1, 2008, among the Obligated Group, the Bond Trustee, and the Letter of Credit Bank related to the Series 2007B Bonds. 5. That the City has not participated -in the preparation of the Official Statement Supplement, dated on or after May 1, 2008 (the "Official Statement Supplement"), which supplements the Official Statement, dated as of October 18, 2007, relating to the offer and sale of the Series 2007A Bonds and the Series 2007B Bonds (collectively, 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 of the Official Statement, as supplemented, by Morgan Stanley & Co. Incorporated, as remarketing agent for the Series 2007B-1 Bonds and Wells Fargo Brokerage Services, LLC, as remarketing agent for the Series 2007A Bonds and the Series 2007B-2 Bonds in connection with the remarketing of the Bonds. The Official Statement is the sole material consented to by the City for use in connection with the offer and sale of the Bonds. 6. That the Mayor and the City Manager are hereby further authorized to execute and d: 'ver, on behalf of the City, such other documents and certificates as are required by Kennedy & ra en, Chartered, as bond counsel, or as are necessary or appropriate in connection with the e • c tion and delivery of the documents described herein. Re wed for Administration: Ado p 6d by he City Council April 28, 2008 City M Attest: Mayor 7 G