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HomeMy WebLinkAboutResolution No. 058-26 - Resolution - Issuance of Conduit Bonds Mayo Clinic The Council President stated that this was the time and place fixed for a public hearing to be held on the proposal that the City undertake a financing 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 fewer than ten (10) 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 Council President 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 None. After all persons who wished to do so had stated or filed their views on the proposal, the Council President declared the public hearing to be closed. RESOLUTION NO. -26 RESOLUTION GIVING 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. 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 Computershare Trust Company, National Association (successor to Wells Fargo Bank, National Association and 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, a Minnesota nonprofit corporation (the “Corporation”), and certain affiliates. By a Loan Agreement dated as of December 1, 1987, as amended and restated by an Amended and Restated Loan Agreement dated as of May 2, 1998 and as amended to the date hereof (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. The Corporation has requested that the City issue its Bonds, in one or more series, in an approximate principal amount of up to $750,000,000 (the “Series 2026 Bonds”) pursuant to the Act to pay (i) costs of demolition, construction, improvement and equipping of the Corporation’s facilities in the City, including near and around 200 First Street SW, Saint nd Marys modernization and growth located at the 1200 to 1400 block of 2 Street SW, Rochester, MN and 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. Marys Hospital located at nd the 1200 to 1400 block of 2 Street SW; (ii) payment of costs of issuance of the Bonds and (iii) capitalized interest, if any, on the Series 2026 Bonds (the “Project”). At a public hearing, duly noticed and held on the date hereof, in accordance with the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended, on the proposal to finance the Project, all parties who appeared at the hearing were given an opportunity to express their views with respect to the financing, and interested persons were given the opportunity to submit written comments to the City Clerk before the time of the hearing. 1.05 The Corporation anticipates that the Project, once completed, will enhance employment in the City and the State, and will 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 2026 Bonds is essential to the successful completion of the Project. Drafts of the following documents relating to the Series 2026 Bonds have now been presented to the Common Council and shall be filed in the office of the City Clerk: (a) A form of Supplemental Indenture (whether one or more, the “Supplemental Indenture”; the Original Indenture as modified thereby, the “Indenture”) one or more of which is to be entered into between the City and the Trustee, whereby one or more series of the Series 2026 Bonds is created and providing for their terms, conditions and forms; (b) A form of Amendment to the Original Loan Agreement (whether one or more, the “Amendment”; the Original Loan Agreement as modified thereby, the “Loan Agreement”), one or more of which is to be entered into between the City and the Corporation, whereby the City agrees to lend the proceeds of one or more series of the Series 2026 Bonds to the Corporation and the Corporation agrees to repay the loan from the City and all costs and expenses of the City in connection with the issuance and sale of the Series 2026 Bonds; (c) A form of Bond Purchase Agreement (whether one or more, the “Bond Purchase Agreement”), one or more of which is to be entered into between the City, the Corporation and the underwriter or underwriters named therein (whether one or more, the “Underwriter”), which provides for the sale by the City and the purchase by the Underwriter of one or more series of the Series 2026 Bonds; (d) A Preliminary Official Statement and an Official Statement, one or more of each of which shall be required in connection with the marketing of the Series 2026 Bonds (the “Official Statements”). The Supplemental Indenture, the Amendment and the Bond Purchase Agreement are collectively called the “Bond Documents.” The Bond Documents are hereby made a part of this Resolution as fully as though set forth in full herein. 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. All details of the issuance of the Series 2026 Bonds for purposes of financing the Project and the provisions for payment thereof shall be subject to final approval by the Minnesota Department of Employment and Economic Development and may be subject to such further conditions as the City may specify. The Series 2026 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 2026 Bond, when, as and if issued, shall recite in substance that the Series 2026 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. 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 2026 Bonds for purposes of financing the Project, as required by the Act. The application prepared for such purpose, 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. Section 2. Authorization of the Series 2026 Bonds; Approval and Execution of Documents. The City hereby approves the issuance of the Series 2026 Bonds under the Act and the Indenture, the sale thereof to the Underwriter in accordance with the Bond Purchase Agreement, and the loan of the proceeds of the Series 2026 Bonds to the Corporation in accordance with the Loan Agreement. The forms and the execution and the delivery of the Bond Documents submitted to this Council are hereby approved, with such additions or modifications thereto and deletions therefrom as may be approved by the Mayor and the City Clerk prior to the execution and delivery thereof and subject to the review and comment of the City’s special issuer’s counsel for the Series 2026 Bonds, Kutak Rock LLP, the approval thereof to be conclusively evidenced by the execution and delivery of the Bond Documents by the appropriate officers of the City. The City recognizes that as of the date of adoption of this Resolution the detailed terms of the Series 2026 Bonds are not finally resolved, and consequently when issued the Series 2026 Bonds may be in fewer or more series than the forms of Bond Documents currently provide, and will bear interest at rates not yet determined, but the Series 2026 Bonds to be issued shall be issued in the approximate principal amount of $750,000,000, and the interest rate on the Series 2026 Bonds shall not exceed \[_____\]% per annum, and shall be set forth in the applicable Supplemental Indenture, as finally executed. The Series 2026 Bonds are expected to mature no later than 40 years from the date of issuance thereof. The Mayor and the City Clerk are hereby authorized in their discretion at such time, if any, as they may deem appropriate, to execute and deliver the Bond Documents in the name and on behalf of the City, following the review and comment of the City’s special issuer’s counsel for the Series 2026 Bonds. The City hereby consents to the preparation and distribution by the Corporation and the Underwriter of the Official Statements. The City has not participated in the preparation of or reviewed, and will not participate in the preparation or review of the Official Statements (except for the statements and information pertaining to the City under the captions “THE ISSUER”, “ISSUER NOT LIABLE ON THE BONDS”, and “LITIGATION – The Issuer” in the Official Statements (the “Issuer Portion”)) and has not made and will not make any independent investigation of the facts and statements provided therein (except for the information contained in the Issuer Portion); accordingly, the City assumes no responsibility with respect thereto, including without limitation as to matters relating to the accuracy, completeness or sufficiency of the Official Statements (except for the information contained in the Issuer Portion). The Mayor, the City Clerk and the other officers of the City are hereby authorized to prepare and furnish to Bond Counsel certified copies of all proceedings and records of the City relating to the Series 2026 Bonds and such other affidavits and certificates as may be required to show the facts relating to the Series 2026 Bonds as such facts appear in the books and records in the officers’ custody and control or as otherwise known to them. All such certified copies, affidavits and certificates, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. The Series 2026 Bonds shall not constitute an indebtedness, a pecuniary liability, a moral or general obligation, 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 2026 Bond, when, as and if issued, shall recite in substance that such Series 2026 Bond, including interest thereon, is payable solely from the revenues and property specifically pledged to the payment thereof, and shall not constitute a debt or pecuniary liability of the City. In the absence of the Mayor or the City Clerk, any of the documents authorized by this Resolution to be executed and delivered may be executed and delivered by the acting or deputy Mayor or City Clerk, respectively. This Resolution shall be effective immediately upon its adoption. PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE ICTY OF ROCHESTER, MINNESOTA, THIS _______________ DAY OF ______________, 2026. ________________________________________ PRESIDENT OF THE COMMON COUNCIL ATTEST: CITY CLERK APPROVED THIS DAY OF __________, 2026. _________________________________________ MAYOR OF SAID CITY (Seal of the City of Rochester, Minnesota)