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HomeMy WebLinkAboutResolution No. 120-20 - Approving Issuance of Revenue Refunding Bonds Series 2020 on behalf of Mayo Clinic RESOLUTION RESOLUTION GIVING APPROVAL TO THE ISSUANCE OF REVENUE BONDS ISSUED PURSUANT TO MINNESOTA STATUTES, SECTION 469.152 THROUGH 469.1655 ON BEHALF OF MAYO CLINIC. 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 469.1655 (the “Act”) and a Trust Indenture dated as of December 1, 1987 (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, a Minnesota nonprofit corporation (the “Corporation”), and certain affiliates. 1.02 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. 1.03 The City and the Trustee have executed and delivered a Fourteenth Supplemental Trust Indenture dated as of April 1, 2008, as amended by a First Supplement to Fourteenth Supplemental Indenture dated as of October 1, 2009, and a Second Supplement to Fourteenth Supplemental Indenture dated as of April 1, 2010, under which the City’s Health Care Facilities Revenue Bonds (Mayo Clinic), Series 2008A, Series 2008B, Series 2008C, Series 2008D, and Series 2008E Bonds were issued to finance and refinance the improvement and equipping of certain facilities on behalf of the Corporation and its affiliates. 1.04 The Corporation has requested that the City issue its Bonds, in one or more series, in an approximate principal amount of $130,000,000 (the “Series 2020 Bonds”) pursuant to the Act to refund the City’s Health Care Facilities Revenue Bonds (Mayo Clinic), Series 2008D and 2008E (the “Refunded Bonds”). 1.05 Drafts of the following documents relating to the Series 2020 Bonds have now been presented to the Common Council and shall be filed in the office of the City Clerk: (a) a Twenty-First Supplemental Trust Indenture (the “Twenty-First Supplemental Indenture”; the Original Indenture as so amended, the “Indenture”) to be entered into between the City and the Trustee, whereby the Series 2020 Bonds, denominated “Health Care Facilities Revenue Refunding Bonds (Mayo Clinic), Series 2020” are created and their terms, conditions and forms established; (b) an Amendment No. 22 to the Original Loan Agreement (“Amendment No. 22”; the Original Loan Agreement as so amended, the “Loan Agreement”), to be entered into between the City and the Corporation, whereby the City agrees to lend the proceeds of the Series 2020 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 2020 Bonds; The Twenty-First Supplemental Indenture and Amendment No. 22 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. 1.06 This Council hereby declares its intent to have the City issue its revenue bonds under the Act for these purposes. Section 2. Authorization of the Series 2020 Bonds; Approval and Execution of Documents. 2.01 The City hereby approves the issuance of the Series 2020 Bonds under the Act and the Indenture, the sale thereof to JPMorgan Chase Bank, N.A. pursuant to the Indenture, and the loan of the proceeds of the Series 2020 Bonds to the Corporation in accordance with the Loan Agreement. 2.02 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 2020 Bonds, Kennedy and Graven, Chartered, 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 2020 Bonds are not finally resolved and shall be set forth in the Twenty-First Supplemental Indenture, as finally executed. 2.03 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 2020 Bonds. 2.04 The Mayor, the City Clerk and the other officers of the City are hereby authorized to prepare and furnish to the Underwriter and to Bond Counsel certified copies of all proceedings and records of the City relating to the Series 2020 Bonds and such other affidavits and certificates as may be required to show the facts relating to the Series 2020 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. 2 2.05 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. 2.07 The Series 2020 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 2020 Bond, when, as and if issued, shall recite in substance that such Series 2020 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. PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA, THIS __________ DAY OF _______________, 2020. ___________________________________ PRESIDENT OF SAID COMMON COUNCIL ATTEST: __________________________ CITY CLERK APPROVED THIS _____ DAY OF ______________________, 2020. ___________________________________ MAYOR OF SAID CITY (Seal of the City of Rochester, Minnesota) 3