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HomeMy WebLinkAboutResolution No. 106-06 RESOLUTION NO. /069 -06 • RESOLUTION GIVING PRELIMINARY APPROVAL TO THE ISSUANCE OF REVENUE BONDS PURSUANT TO MINNESOTA STATUTES, SECTION 469.152 THROUGH 469.165 ON BEHALF OF MAYO CLINIC AND AUTHORIZING PREPARATION OF NECESSARY DOCUMENTS BE IT RESOLVED by the Common Council of the City of Rochester,Minnesota (the "City"), as follows: Section 1. Recitals and Findings. 1.01 Pursuant to Minnesota Statutes, Sections 469.152 through 469.165 (the "Act") and a Trust Indenture;dated as of December 1, 1987, as amended (as amended through the date hereof,the "Original Indenture"), between the City and Wells Fargo Bank,National Association (successor to Norwest Bank Minnesota,National Association), as Trustee (the "Trustee"),the City provided for the issuance from time to time of revenue bonds of the City (as defined in the Original Indenture, the "Bonds") on behalf of Mayo Clinic, as successor to Mayo Foundation, each a Minnesota nonprofit corporation (the "Corporation"), and certain affiliates. 1.02 By a Loan Agreement, dated as of December 1, 1987, as amended, and as amended and restated by an Amended and Restated Loan Agreement, dated as of May 2, 1998 (as amended, the "Original Loan Agreement"), between the City and the Corporation and its • affiliates,the City agreed to lend the proceeds of each series of the Bonds, when and if issued,to the Corporation and its affiliates. 1.03 The Corporation has advised this Council of its desire to undertake a project(the "Project"), comprising the following: (a) construction of a research imaging center on the block between 4th and 5th Avenue and 3rd and 4th Street SW in the City and (b) other capital projects involving renovations, acquisition of equipment and construction at the Corporation facilities in the City including Mayo Clinic buildings at or near 200 First Street SW; Rochester Methodist Hospital at 201 West Center Street and St. Mary's Hospital located in the 1200 to 1400 block of 2nd Street SW. 1.04 The Corporation has requested that the City issue its Bonds, in one or more series, in an aggregate principal amount not to exceed$125,000,000 (the "Series 2006 Bonds")pursuant to the Act to finance all or a portion of the cost of the Project. 1.05 Once completed the Corporation anticipates that the Project would enhance employment in the City and the State.as provided in the Application, and would enhance the Corporation's ability to provide quality health care services at reasonable cost. The Corporation has represented to the City that the issuance of the Series 2006 Bonds is essential to the • successful completion of the Project. 1.06 At a public hearing, duly noticed and held on February 22, 2006, in accordance • with the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code'), on the proposal to undertake and finance the Project, all parties who appeared at the hearing were given an opportunity to express their views with respect to such proposal and interested persons were given the opportunity to submit written comments to the City Clerk before the date of the hearing. Section 2. Determination to Proceed with the Project and Its Financing 2.01 On the basis of the information given to the City to date, it appears that it would be desirable for the City to issue the Series 2006 Bonds under the provisions of the Act to finance the project in the maximum aggregate face amount of$125,000,000. The Project would not be undertaken but for the availability of Industrial Development bond financing under the Act. 2.02 This Council hereby declares its present intent to proceed with the Project and its financing and to have the City issue its revenue bonds under the Act for these purposes. Notwithstanding the foregoing, however, the adoption of this resolution shall not be deemed to establish a legal obligation on the part of the City or its Common Council to issue or cause the issuance of such revenue bonds. All details of the Series 2006 Bonds and the provisions for payment thereof shall be subject to final approval of the Project by the Minnesota Department of Employment and Economic Development and may be subject to such further conditions as the City may specify. The Series 2006 Bonds, if issued, shall not constitute an indebtedness, a • pecuniary liability, a moral or a general obligation or a loan of the credit of the City or a charge, lien or encumbrance, legal or equitable,upon any property of the City, except the revenues specifically pledged to the payment thereof, and each Series 2006 Bond, when, as and if issued, shall recite in substance that the Series 2006 Bond, including interest thereon, is payable solely from the revenues and property specifically pledged to the payment thereof, and shall not constitute a debt of the City within the meaning of any constitutional, statutory or charter limitation. 2.03 The Corporation has represented to the City that it intends to.reimburse costs with respect to the Project from the proceeds of the Series 2006 Bonds when issued. The City reasonably expects to reimburse costs of the Project with proceeds of the Series 2006 Bonds, when issued,based upon the representations of the Corporation on which the City believes it is reasonable to rely. 2.04 The Mayor and the City Clerk are authorized to cooperate with the Corporation in obtaining the approval of the Commissioner of the Department of Employment and Economic Development for the issuance of the Series 2006 Bonds, as required by the Act. The Application,with attachments, in substantially the form heretofore submitted to the Council is hereby approved, and the Mayor and the City Clerk are authorized to execute said documents on behalf of the City. • • Adopted this 22nd day of February, 2006. President of the Common Council Attest: Ci Clerk Approved the ?,3Rd day of Februar 2006. Mayor • • STATE OF MINNESOTA ) • ) ss. COUNTY OF OLMSTED ) I, Judy Kay Scherr, City Clerk of the City of Rochester, Minnesota, do hereby certify that I have compared the attached copy of the minutes of a public hearing held on February 22, 2006, and the resolution adopted that same date with the original minutes and resolution on file in my office and that the foregoing is a true and correct copy of the said minutes and resolution and of the whole thereof. Witness my hand this day of �r�Py , 2006. City Clerk of the City of Rochester, Minnesota • (Seal of the City of Rochester Minnesota • The Mayor stated that this was the time and place fixed by a resolution of this Council, adopted on February 6, 2006, for a public hearing to be held on the proposal that the City undertake and finance a project(the "Project"), on behalf of Mayo Clinic, a Minnesota nonprofit corporation(the "Corporation"),pursuant to Minnesota Statutes, Sections 469.152 through 469.165, as amended. The City Clerk presented an affidavit showing publication of the notice of public hearing at least once not less than fourteen(14)nor more than thirty (30) days prior to the date fixed for the public hearing, in the Rochester Post-Bulletin, being the official newspaper of the City and a newspaper of general circulation in the City. The affidavit was examined, found to be satisfactory and ordered placed on file with the City Clerk. The Mayor then opened the meeting for the public hearing on the proposal to undertake and finance the Project on behalf of the Corporation. The purpose of the hearing was explained,the nature of the Project and of the proposed revenue bonds was discussed,the draft copy of the Application to the Minnesota Department of Employment and Economic Development(the "Application"), with draft copies of all attachments and exhibits, was available, and all persons present who desired to do so were afforded an opportunity to express their views with respect to the proposal to undertake and finance the Project, in response to which the following persons either appeared, were recognized and made statements, or filed written comments with the City Clerk before the date set for the hearing, summaries of which appear opposite their respective names: Name of Speaker Summary of Views The City Clerk [reported that no written comments had been] [read a summary of the written comments]* filed in her office before the date of the hearing. After all persons who wished to do so had stated or filed their views on the proposal, the Mayor declared the public hearing to be closed. *Strike inappropriate language