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HomeMy WebLinkAboutResolution No. 104-11 • RESOLUTION NO. 10 14 -11 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 aggregate principal amount not to exceed$300,000,000 (the "Series 2011 Bonds")pursuant to the Act to pay costs of issuance of the Series 2011 Bonds and to refund all or a portion of the City's outstanding Health Care Facilities Revenue Bonds (Mayo Foundation/Mayo Medical Center),Adjustable Tender Series 1992A, 1992B and 1992C and all or a portion of the City's outstanding Health Care Facilities Revenue Bonds (Mayo Foundation), Series 2001A, Series 2001B, Series 2001C and Series 200 1 D.(together, the "Refunded Bonds") which were issued to finance projects in the City(together, the "Project"), comprising the following: (a) the construction, furnishing and equipping of additions and improvements to the facilities of Saint Marys Hospital of Rochester, Minnesota, located at 1216 Second Street S.W. in the City, including completion of the Generose Building and the power plant, and the purchase and installation of various items of equipment; (b) the construction, furnishing and equipping of additions and improvements to the facilities of Rochester Methodist Hospital, located at 201 West Center Street in the City; (c) the construction and equipping of additions and improvements to the existing isproperties of the Corporation located at or in the vicinity of 200 First Street S.W. in the City; • (d) continuation of the Practice Integration Project, consisting of the acquisition and construction by the Corporation of a new health care facility, completion of the Practice Integration Project infrastructure and certain additions and improvements to, and renovations of the Corporation's facilities located on or adjacent to the blocks bounded by Center Street and Second Street SW and Second Avenue SW and Third Avenue SW, and the acquisition and installation of certain equipment used in the operation of such facilities; (e) acquisition and construction of a parking ramp to be located in the block bounded by Third Avenue NW and Fourth Avenue NW and First Street NW and Second Street NW; (f) expansion of the Corporation's steam capacity facilities located at 233 Third Street NW; (g) renovation of and improvements to the Corporation's buildings on the campus of Saint Marys Hospital, located at 1216 Second Street SW, and the acquisition and installation of certain equipment and furnishings therein; (h) acquisition and construction of the Stabile Building, located at 150 Third Street SW, for use as a multipurpose laboratory, research and administrative facility, and the acquisition and installation of certain equipment and furnishings therein; 0) acquisition and construction of an administrative office building located at the corner of Second Street SW and Second Avenue SW, and/or acquisition of existing buildings • located on Second Street SW between Broadway and Second Avenue SW; (k) acquisition and construction of two family medicine clinics located on the corner of Woodland Drive SW and Salem Road SW and along Circle Drive NE between Viola Road NE and 16t'Avenue NE, respectively, and the acquisition and installation of equipment and furnishing therein and (1) extension of the Mayo medical waste incinerator located at 7123 L.C. Drive SW. 1.04 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 2011 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. 1.05 Drafts of the following documents relating to the Series 2011 Bonds have now been presented to the Common Council and shall be filed in the office of the City Clerk: (a) a Fifteenth Supplemental Indenture (the "Fifteenth Supplemental Indenture"),to be entered into between the City and the Trustee, whereby the Series 2011 Bonds, denominated"Health Care Facilities Revenue Bonds (Mayo Clinic), Series 2011" (which Series 2011 Bonds may be issued in one or more series) are created and their terms, conditions and forms established; • (b) an Amendment No. 16 ("Amendment No. 16"; 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 2011 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 2011 Bonds; (c) a Bond Purchase Agreement(the "Bond Purchase Agreement"), to be entered into between the City and the Underwriters named therein(the "Underwriters"), which provides for the sale by the City and the purchase by the Underwriters of the Series 2011 Bonds; and (d) a Preliminary Official Statement relating to the Series 2011 Bonds (the "Preliminary Official Statement"). The Fifteenth Supplemental Indenture, Amendment No. 16 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. Section 2. Authorization of the Series 2011 Bonds; Approval and Execution of Documents. 2.01 The City hereby approves the issuance of the Series 2011 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 2011 Bonds to the Corporation in accordance with the Loan Agreement. 2.02 The forms and the execution and the delivery of the Bond Documents (except for the Preliminary Official Statement) 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 2011 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 2011 Bonds are not finally resolved, and consequently when issued the Series 2011 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 aggregate principal amount of Series 2011 Bonds to be issued shall not exceed $300,000,000,the price at which the Series 2011 Bonds are sold to the Underwriters shall not be less than 98% of their principal amount(exclusive of any"original issue discount"), and the interest rate on the Series 2011 Bonds shall not exceed 8.00%per annum, and shall be set forth in the Fifteenth 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 2011 Bonds. 2.04 The City hereby consents to the preparation and distribution by the Corporation and the Underwriters of the Preliminary Official Statement and a Final Official Statement. The City has not participated in the preparation of or reviewed, and will not participate in the preparation or review of the Preliminary Official Statement or the Final 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 Preliminary Official Statement or the Final 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 2011 Bonds and such other affidavits and certificates as may be required to show the facts relating to the Series 2011 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 2011 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 2011 Bond, when, as and if issued, shall recite in substance that such Series 2011 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. • • The Mayor stated that this was the time and place fixed for a public hearing to be held on the proposal that the City undertake a refinancing 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 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 the refinancing on behalf of the Corporation. The purpose of the hearing was explained, the nature of the proposed revenue bonds was discussed, and all persons present who desired to do so were afforded an opportunity to express their views with respect to the proposal to undertake the refinancing, 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 Rick Haeflinger, Assistant Treasurer Available for questions Mayo Clinic Foundation The City Clerk [reported that no written comments had been] 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 • Adopted this 23rd day of February, 20 President of the Common Council Attest: City Clerk Approved the Z4i day of February 2011. Mayor •