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HomeMy WebLinkAboutResolution No. 157-10 RESOLUTION NO. • RESOLUTION APPROVING A PROJECT ON BEHALF OF OLMSTED MEDICAL CENTER; AUTHORIZING THE ISSUANCE OF HEALTH CARE FACILITIES REVENUE BONDS (OLMSTED MEDICAL CENTER), SERIES 2010; AND APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS RELATING THERETO WHEREAS, Olmsted Medical Center, a Minnesota nonprofit corporation (the "Corporation"), has previously requested that the City of Rochester, Minnesota(the "City") issue its revenue bonds in an amount not to exceed $27,000,000 for the purpose of financing a project on behalf of the Corporation, and pursuant to a public hearing held and resolution adopted October 6, 2008, the City approved the issuance of such bonds for the purpose of financing such project; WHEREAS, the Corporation determined to delay commencement of a portion of the project, and requested that the City issue its revenue notes in the approximate principal amount of$5,000,000 to finance a portion of the project previously approved, and by resolution adopted August 17, 2009, the City gave approval to such issuance; WHEREAS, the Corporation has now determined to carry out the remaining • portion of the original project and has requested that the City issue its revenue bonds for such purpose as described herein; NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City, as follows: Section 1. Recitals and.Findings 1.1 Pursuant to Minnesota Statutes, Sections 469.152 through 469.165 (the "Act"), the City is authorized to issue revenue bonds of the City on behalf of nonprofit entities such as the Corporation. 1.2 The Corporation has advised this Council of its desire to undertake a project(the "Project"), comprising the following: (a) the construction of a new clinic located on the corner of 501h Avenue NW and 55'h Street NW in the City; and (b) the financing of costs of issuance of the Series 2010 Bonds, as hereinafter defined, capitalized interest, if any, on the Series 2010 Bonds and a reserve fund, if required, for the Series 2010 Bonds.. 1.3 The Corporation has requested that the City issue its bonds, in one or more series, • in the approximate aggregate principal amount of$22,000,000 (the "Series 2010 Bonds") pursuant to the Act to finance all or a portion of the cost of the Project. 1.4 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 2010 Bonds is essential to the successful completion of the Project. 1.5 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 (the "Code"), on the proposal to undertake and finance the Project, 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. 1.6 Drafts of the following documents relating to the Series 2010 Bonds have now been presented to the Common Council and shall be filed in the office of the City Clerk: . .(a) an Indenture of Trust (the "Indenture"), to be entered into between the City and Wells Fargo Bank,National Association, as Trustee, whereby the Series 2010 Bonds, denominated "Health Care Facilities Revenue Bonds (Olmsted Medical Center), Series 2010," are created and their terms, conditions and forms established; (b) a Loan Agreement to be entered into between the City and the Corporation whereby the City agrees to lend the proceeds of the Series 2010 Bonds to the Corporation • and the Corporation agrees to undertake the Project and pay all costs thereof and to repay the loan from the City and all costs and expenses of the City in connection with the Project and issuance and sale of the Series 2010 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 2010 Bonds; and (d) an Official Statement relating to the Series 2010 Bonds (the "Official Statement"). The Indenture, the Loan Agreement 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. Determination to Proceed with the Project and Its Financing 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 issue the Series 2010 Bonds under the provisions of the Act to finance the project in the approximate aggregate principal amount of$22,000,000. 2.2 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 2010 Bonds and the provisions for payment thereof shall be subject to final 2 • 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 2010 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 2010 Bond, when,as and if issued, shall recite in substance that the Series 2010 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. . 2.3 The Corporation has represented to the City that it intends to reimburse costs with respect to the Project from the proceeds of the Series 2010 Bonds when issued. 2.4 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 2010 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 3. Authorization of the Bonds; Approval and Execution of Documents 3.1 The City hereby approves the issuance of the Series 2010 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 2010 Bonds to the Corporation in accordance with the Loan Agreement. The City has previously waived application of the provisions of its Guidelines and Procedures for Conduit Debt Issuance requiring that if debt is to be publicly offered, it must be either rated a least an"A" credit by one of the three nationally- recognized bond rating agencies, or be credit enhanced by a bank or insurance company to at least an"A"rating, and hereby ratifies such waiver for the issuance of the Series 2010 Bonds. 3.2 The forms and the execution and the delivery of the Bond Documents (except for the 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 2010 Bonds, Kennedy & 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 2010 Bonds are not finally resolved, and consequently when issued the Series 2010 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 2010 Bonds to be issued shall not exceed $22,000,000 and the initial interest rate on the Series 2010 Bonds shall not exceed 8.00%per annum, and shall be set forth be in the Indenture, as finally executed. The.Series 2010 Bonds are expected to mature no later than 40 years from the date of issuance thereof. • 3 • 3.3 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 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 2010 Bonds. 3.4 The City hereby consents to the preparation and distribution by the Corporation and the Underwriters of the Official Statement and any Preliminary Official Statement deemed desirable by the Underwriter in connection with the offering of the Series 2010 Bonds. The City has not made and will not make any independent investigation of the facts and statements provided in the Official Statement or the Preliminary Official Statement and makes no representations or warranties with respect to the information set forth 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 or the Preliminary Official Statement. 3.5 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 2010 Bonds and such other affidavits and certificates as may be required to show the facts relating to the Series 2010 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. • 3.6 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. 3.7 The issuance by the City of the Series 2010 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 2010 Bonds by manual or facsimile signatures as prescribed in the Indenture, to deliver the Series 2010 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 or the Bond Purchase Agreement. • 4 • Section 4. Effective Date 4.1 This Resolution shall be effective immediately upon its adoption. Adopted by the Common Council of the City of Rochester, Minnesota, this 19th day of April, 2010. President of the Common Council Attest: City 61erk Approved theme/? day of / , 2010. Mayor • • 5 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 and finance a project (the "Project"), on behalf of Olmsted Medical Center, 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 less 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 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 The City Clerk [reported that no written comments had been] [read a summary of the written comments]* 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 • • STATE OF MINNESOTA ) ss. COUNTY OF OLMSTED ) I, Judy Kay Scherr, City Clerk of the City of Rochester, Minnesota do hereby certify that I have compared the attached copy of the resolution adopted by the Common Council of the City on April 19, 2010 with the original minutes and resolution on file in my office and that the foregoing is a true and correct copy of the said minutes and resolution and of the whole thereof. Witness my hand this ?Sirs day of April, 2010. '--- ity C erk Mhe City of Rochester, Minnesota (Seal of the City of Rochester, Minnesota) •