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HomeMy WebLinkAboutResolution No. 339-09 • RESOLUTION BE IT RESOLVED by the Common Council of the City of Rochester that the City approve of and issue up to $5,000,000 in health care facilities revenue notes on behalf of Olmsted Medical Center and approving of the project involving the construction of a new clinic at 50th Avenue and 55th Street in addition to other various remodeling and refinancing projects. The Mayor and City Clerk are authorized and directed to execute final bond documents on behalf of the City. PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA, THIS /77Y DAY OF -/4 ,AtLb7- , 2009. PRESIDENT OF SAID COMMON COUNCIL •ATTEST: CYTY CLERK APPROVED THIS 10th DAY OF —At 12009. MAYOR OF SAID CITY (Seal of the City of Rochester, Minnesota) Res05\ExecuteAgr\302 • • RESOLUTION NO. ��9 RESOLUTION APPROVING A PROJECT ON BEHALF OF OLMSTED MEDICAL CENTER; AUTHORIZING THE ISSUANCE OF HEALTH CARE FACILITIES REVENUE NOTES (OLMSTED MEDICAL CENTER), SERIES 2009; 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"), the City is authorized to issue revenue notes of the City on behalf of nonprofit entities such as Olmsted Medical Center, a Minnesota nonprofit corporation(the "Corporation"). 1.2 The Corporation has advised this Council of its desire to undertake a project(the "Project"), comprising the following: (a) the refinancing of a taxable obligation entered into to facilitate the • purchase of land and buildings thereon located on P Avenue SE in the City adjacent to the Corporation's SE clinic at 210 South 9th Street SE in the City (the "SE Clinic"); (b) the construction of improvements to and the acquisition of equipment for use in the SE Clinic and the Corporation's regional medical center located at 1650 Fourth Street SE in the City; and (c) costs of issuance of the Series 2009 Notes, as hereinafter defined, and capitalized interest, if any, on the Series 2009 Notes. 1.3 The Corporation has requested that the City issue its Series 2009 Notes, in one or more series, in the approximate principal amount of$5,000,000 (the"Series 2009 Notes") 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 2009 Notes is essential to the successful completion of the Project. 1.5 At a public hearing, duly noticed and held on October 6, 2008, 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 The Commissioner of the Department of Employment and Economic Development (the "Commissioner") has approved the issuance of the Series 2009 Notes, as required by the Act, pursuant to an Application submitted to the Commissioner, with attachments, in substantially the form approved by this Council on October 6, 2008. 1.7 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 2009 Notes under the provisions of the Act to finance the Project in the approximate aggregate principal amount of$5,000,000. Section 2. Determination To Proceed with the Project and Its Financing 2.1 This Council hereby declares its present intent to proceed with the Project and its financing and to have the City issue its revenue notes under the Act for these purposes. 2.2 The sale of the Series 2009 Notes is hereby awarded to Wells Fargo Brokerage Services, LLC (the "Purchaser"), and the Mayor and City Clerk are hereby authorized and directed on behalf of the City to execute the Series 2009 Notes to the Purchaser, upon the terms and in the form described herein. 2.3 The Series 2009 Notes 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 of the Series 2009 Notes shall recite in substance that such Series 2009 Note, 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. Section 3. Approval of Documentation 3.1 Forms of the following documents relating to the issuance of the Series 2009 Notes (the "Note Documents")have now been presented to the Common Council and shall be filed in the office of the City Clerk: (a) a Loan Agreement dated as of August 1, 2009 (the "Loan Agreement"), between the City and the Corporation, whereby, among other things,the City has agreed to sell the Series 2009 Notes to provide funds to be loaned to the Corporation to finance the costs of the Project, and the Corporation has agreed to make loan repayments sufficient to pay debt service on the Series 2009 Notes when due, and to pay related costs, expenses and fees of the City; (b) a Pledge Agreement dated as of August 1, 2009 (the "Pledge Agreement"), between the City and the Purchaser; and . (c) the Series 2009 Notes from the City to the Purchaser. 2 3.2 The Loan Agreement, the Pledge Agreement and the Series 2009 Notes are collectively called the "Note Documents." The Note Documents are hereby approved and made a part of this Resolution as fully as though set forth in full herein. The Note Documents shall be executed in the name and on behalf of the City by the Mayor and the City Clerk(or, in their absence, such officers as are authorized to act on their behalf) in substantially the form on file, but with.such changes therein as are not inconsistent with the Act or other law or this Resolution and are approved by Briggs and Morgan, Professional Association (the City's special issuer's counsel for the Series 2009 Notes), and the officers executing the same,which approval shall be conclusively evidenced by the execution thereof. The Mayor and City Clerk(or those authorized to act on their behalf in their absence) are also authorized and directed to execute such closing certificates and other documents as may be necessary to complete the issuance and delivery of the Series 2009 Notes. 3.3 The interest rate on any of the Series 2009 Notes shall not exceed 6.5%. Section 4. General 4.1 The Series 2009 Notes shall be executed by the Mayor and City Clerk, and the Series 2009 Notes shall be delivered to the Purchaser upon payment of the agreed purchase price therefor, and upon receipt by the Purchaser of the signed legal opinion of Dorsey & Whitney LLP, of Minneapolis, Minnesota, bond counsel, and the other documents required by the Note Documents and the City. . 4.2 The Mayor, City Clerk and other officers of the City are authorized and directed to prepare and furnish to Dorsey& Whitney LLP, the Corporation, and the Purchaser certified copies of all proceedings and records of the City relating to the Project and the Series 2009 Notes, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 4.3 The Corporation has agreed to pay directly or through the City any and all costs incurred by the City in connection with the Project whether or not the Project is carried to completion and whether or not the Series 2009 Notes or Note Documents are executed. 4.4 The Mayor and City Clerk are directed, if the Series 2009 Notes are issued and sold, thereafter to comply with the provisions of Section 469.154, Subdivisions 5 and 7 of the Act. Section 5. Effective Date 5.1 This Resolution shall be effective immediately upon its adoption. Adopted by the Common Council of the C' y of Rochester, Minnesota, this 17th day of August, 2009. President of the Common Council 3 A est: itC,, J— ty Jerk Approved the z ay of , 2009. Mayor 4