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HomeMy WebLinkAboutResolution No. 077-12 t • RESOLUTION NO. 077 -12 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. 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, 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 Corporation has requested that the City issue its Bonds, in one or more series, in an approximate principal amount of$200,000,000 (the "Series 2012 Bonds")pursuant to the Act to pay costs of issuance of the Series 2012 Bonds and to finance projects in the City (together, the "Project"), consisting generally of the acquisition, construction and equipping of a proton beam radiation therapy center located near Rochester Methodist Hospital at 201 West Center Street in the City and other capital projects involving renovations, acquisition of equipment and construction at Corporation facilities in the City including Mayo Clinic buildings at or near 200 First Street SW; Rochester Methodist Hospital at 201 West Center Street, St. Mary's Hospital located at the 1200 to 1400 block of 2"d Street SW. and Mayo Support Center North located at 4001 41S`Street NW,together with certain related project costs. 1.04 The Corporation anticipates that the Project, once completed, will enhance employment in the City and the State as provided in the Application, 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 2012 Bonds is essential to the successful completion of the Project. 1.05 At a public hearing, duly noticed and held on the date hereof in accordance with Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), on the proposal • to issue the Series 2012 Bonds, 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. 1.06 Drafts of the following documents relating to the Series 2012 Bonds have now been presented to the Common Council and shall be filed in the office of the City Clerk: (a) a Sixteenth Supplemental Indenture (the"Sixteenth Supplemental Indenture"; the Original Indenture as so amended, the "Indenture"), to be entered into between the City and the Trustee, whereby the Series 2012 Bonds, denominated"Health Care Facilities Revenue Bonds (Mayo Clinic), Series 2012" (which Series 2012 Bonds may be issued in one or more series) are created and their terms, conditions and forms established; (b) an Amendment No. 17 ("Amendment No. 17"; the Original Loan Agreement as so amended,the "Loan Agreement"),to be entered into between the City and the Corporation,to the Original Loan Agreement whereby the City agrees to lend the Proceeds of the Series 2012 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 2012 Bonds; (c) a Bond Purchase Agreement (the "Bond Purchase Agreement"),to be entered into between the City, the Corporation and the Underwriters named therein(the "Underwriters"),which provides for the sale by the City and the purchase by the. • Underwriters of the Series 2012 Bonds; and (d) an Official Statement relating to the Series 2012 Bonds (the "Official Statement"). The Sixteenth Supplemental Indenture, Amendment No. 17 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. 1.07 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 Series 2012 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 2012 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 2012 Bond, when, as and if issued, shall recite in substance that the Series 2012 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. 1.08 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 2012 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. Section 2. Authorization of the Series 2012 Bonds; Approval and Execution of Documents. 2.01 The City hereby approves the issuance of the Series 2012 Bonds under the Act and the Indenture, the sale thereof to the Underwriters in accordance with the Bond Purchase Agreement, and the loan of the proceeds of the Series 2012 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 2012 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 2012 Bonds,are not finally resolved, and consequently when issued the Series 2012 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 2012 Bonds to be issued shall be issued in the approximate principal amount of$200,000,000,the price at which.the Series 2012 • Bonds.are sold to the Underwriters shall not be less than 98% of their principal amount (exclusive of any"original issue discount"), and the initial interest rate on the Series 2012 Bonds shall not exceed 8.00%per annum, and shall be set forth in the Sixteenth Supplemental Indenture, as finally executed. The Bonds are expected to mature no later than 40 years from the date of issuance thereof. 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 2012 Bonds. 2.04 The City hereby consents to the preparation and distribution by the Corporation and the Underwriters of the Official Statement and, if necessary, a Preliminary Official Statement (together, the "Official Statement"). The City has not participated in the preparation of or reviewed, and will not participate in the preparation or review of the Official Statement and has not made and will not make any independent investigation of the facts and statements provided therein; 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 Statement. 2.05 The Mayor, the City Clerk and the other officers of the City are hereby authorized to prepare and furnish to the Underwriters and to Bond Counsel certified copies of all proceedings and records of the City relating to the Series 2012 Bonds and such other affidavits • and certificates as may be required to show the facts relating to the Series 2012 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. 2.06 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 2012 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 2012 Bond, when, as and if issued, shall recite in substance that such Series 2012 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. This Resolution shall be effective immediately upon its adoption. • • Adopted this.? day of February, 2012. President of the Common Council Attest: C ty Clerk Approved the day of February 12. Mayor