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HomeMy WebLinkAboutResolution No. 082-10 L't-tfl RESOLUTION NO. OU 7I0 • RESOLUTION AUTHORIZING THE REMARKETING OF CERTAIN HEALTH CARE FACILITIES REVENUE BONDS (MAYO CLINIC), SERIES 2008 AND APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING THERETO BE IT RESOLVED by the Common Council of the City of Rochester, Minnesota (the "City"), as follows: Section 1. Recitals and Findings 1.1 Pursuant to Minnesota Statutes, Sections 469.152 through 469.165 (the "Act") and a Trust Indenture dated as of December 1, 1987, as amended, including by a Fourteenth Supplemental Trust Indenture dated as of April 1, 2008, as previously amended by a First Supplement to Fourteenth Supplemental Trust Indenture (as amended through the date hereof, the "Original Indenture"),between the City and Wells Fargo Bank,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"). 1.2 By an Amended and Restated Loan Agreement, dated as of May 2, 1998, as • further amended, including by Amendment No. 14 dated as of April 1, 2008 (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. 1.3 The Corporation has previously requested that the City issue its Health Care Facilities Revenue Bonds (Mayo Clinic), Series 2008, in five series, pursuant to the Original Indenture and the Act(the "Series 2008 Bonds"). 1.4 The Corporation has requested that the City authorize the remarketing of the Series 2008 Bonds designated as the "Health Care Facilities Revenue Bonds (Mayo Clinic), Series 2008D" and the "Health Care Facilities Revenue Bonds (Mayo Clinic), Series 2008E" (together with any other Series 2008 Bonds which may be remarketed pursuant to the Indenture, the "Remarketed Bonds")pursuant to one or more preliminary reoffering circulars, final, reoffering circulars or otherwise-designated offering documents (whether one or more, the "Reoffering Circular") and enter into certain amendments to the Original Indenture and Original Loan Agreement in connection with such remarketing, which amendments shall become effective with respect to any of the Series 2008 Bonds upon satisfaction of the conditions described in such amendments. 1.5 Drafts of the following documents relating to the Series 2008 Bonds have now been presented to the Common Council and shall be filed in the office of the City Clerk: • • (a) a Second Supplement to Fourteenth Supplemental Indenture (the "Second Supplement"; the Original Indenture as amended by the Second Supplement, the "Indenture") to be entered into between the City and the Trustee; (b) an Amendment No. 15 to the Original Loan Agreement (the "Loan Amendment"; the Original Loan Agreement as amended by the Loan Amendment, the "Loan Agreement") and (c) a form of Preliminary Reoffering Circular relating to the Remarketed Bonds. 1.6 The Remarketed Bonds do 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 Remarketed Bond, when, as and if remarketed, shall recite in substance that such Remarketed 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. Section 2. Authorization of the Bonds, Approval and Execution of Documents 2.1 On the basis of the information given to the City to date, it appears that it would be desirable for the City to authorize the remarketing of the Remarketed Bonds and the execution • of the Second Supplement and Loan Amendment. The City hereby approves the remarketing of the Remarketed Bonds and the execution of the Second Supplement and Loan Amendment. 2.2 The form and the execution and the delivery of the Second Supplement and Loan Amendment 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 2008 Bonds, Kennedy & Graven, Chartered,the approval thereof to be conclusively evidenced by the execution and delivery of the Second Supplement and Loan Amendment 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 Remarketed Bonds are not finally resolved, and consequently when remarketed the Remarketed Bonds will bear interest at rates not yet determined, and the initial interest rate on the Remarketed Bonds shall not exceed 6.50%per annum, and shall be set forth in the Second Supplement, as finally executed. 2.3 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 Second Supplement and Loan Amendment 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 2008 Bonds. 2.4 The City hereby consents to the preparation and distribution by the Corporation and the remarketing agents of the Reoffering Circular. The City has not made and will not make any independent-investigation of the facts and statements provided in the Reoffering Circular and • makes no representations or warranties with respect to the information set forth therein; 2 accordingly, the City assumes no responsibility with respect thereto, including without limitation • as to matters relating to the accuracy, completeness or sufficiency of the Reoffering Circular. 2.5 The Mayor, the City Clerk and the other officers of the City are hereby authorized to prepare and furnish to the remarketing agents and to bond counsel certified copies of all proceedings and records of the City relating to the Series 2008 Bonds and such other affidavits and certificates as may be required to show the facts relating to the Series 2008 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. 2.6 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. 2.7 The remarketing of the Series 2008 Bonds in the form and upon the terms set forth in the Indenture is hereby authorized. The Mayor and the City Clerk are hereby authorized in their discretion at such time, if any, as they may deem appropriate, to execute the Series 2008 Bonds by manual or facsimile signatures as prescribed in the Indenture,to deliver the Series 2008 Bonds to the Trustee or an authenticating agent for authentication and delivery thereof to the Underwriters, and to deliver to the Trustee a certified copy of this Resolution and all other documents required by the Indenture. 2.8 The City has been advised that the remarketing of the Remarketed Bonds may constitute a reissuance of the Series 2008 Bonds or a portion thereof for federal tax purposes, and the Mayor, City Clerk or other appropriate City officials are authorized and directed to file a new Internal Revenue Service Form 8038 and such other certificates or documents necessary in the opinion of Bond Counsel to preserve the exemption of interest to be paid on such Series 2008 Bonds from federal income taxation. Section 3. Effective Date 3.1 This Resolution shall be effective immediately upon its adoption. Adopted by the Common Council of the Cit ochester, Minnesota,this 1 st day of March, 2010. President of the Common Council Attest/: A� °�4/ Ci Clerk Approved the 7wolday of 141-9�0-4- , 2010. wo Mayor 3