HomeMy WebLinkAboutResolution No. 569-04 p
• RESOLUTION NO. �
• RESOLUTION RELATING TO THE REPLACEMENT OF THE
REMARKETING AGENT FOR CERTAIN VARIABLE RATE
REVENUE BONDS OF THE CITY OF ROCHESTER,
MINNESOTA ISSUED ON BEHALF OF MAYO
FOUNDATION; APPROVING AND AUTHORIZING THE
EXECUTION AND DELIVERY OF INSTRUMENTS; AND
AUTHORIZING CERTAIN ACTIONS TO BE TAKEN WITH
RESPECT 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 and a
Trust Indenture, dated as of December 1, 1987, as amended(as amended, the "Indenture"),
between the City and Norwest Bank Minnesota,National Association, as trustee, the City
provided for the issuance from time to time of revenue bonds of the City(as defined in the
Indenture, the "Bonds") for the benefit of Mayo Foundation, a Minnesota nonprofit corporation
(the"Foundation"), and certain of its affiliates.
1.2 By a Loan Agreement, dated as of December 1, 1987, as amended, and as
• amended and restated by an Amended and Restated Loan Agreement, dated as of May 2, 1998,
as amended(as amended, the"Loan Agreement'), between the City and the Foundation and its
affiliates, the City has loaned the proceeds of each series of the Bonds to the Foundation and its
affiliates.
1.3 Certain of the Bonds (the "Variable Rate Bonds," as defined below)bear
interest at interest rates that adjust from time to time and are subject to tender for purchase, and
in connection with the issuance of each series of Variable Rate Bonds,the City(at the direction
of the Foundation) appointed Citigroup Global Markets, Inc. as remarketing agent for the
Variable Rate Bonds. The remarketing agent generally adjusts the interest rate on the Variable
Rate Bonds and remarkets any Variable Rate Bonds that are tendered for purchase in accordance
with the Indenture.
1.4 The Foundation determined that it would be advantageous to replace the
current remarketing agent for the Variable Rate Bonds and appoint Morgan Stanley&Co.
Incorporated ("Morgan Stanley") as the new remarketing agent for the Variable Rate Bonds.
1.5 The Variable Rate Bonds include:
(i) $42,235,000 City of Rochester,Minnesota Health Care
Facilities Revenue Bonds (Mayo Foundation/Mayo
Medical Center) Adjustable Tender Series 1988 E and F
• (the "1988 EF Bonds");
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(ii) $90,000,000 City of Rochester,Minnesota Health Care
• Facilities Revenue Bonds (Mayo Foundation/Mayo
Medical Center)Adjustable Tender Series 1992 A, B and C
(the "1992 Bonds");
(iii) $290,000,000 City of Rochester, Minnesota Health Care
Facilities Revenue Bonds (Mayo Foundation) Series
2000A, B and C (the"2000 Bonds"); and
(iv) $200,000,000 City of Rochester,Minnesota Health Care
Facilities Revenue Bonds (Mayo Foundation) Series 2001
A,B, C &D (the "2001 Bonds").
1.6 The Foundation, the remarketing agent and the trustee for the Variable
Rate Bonds entered into remarketing agreements and tender agent agreements in connection with
each series of Variable Rate Bonds. The remarketing agreements provide that the Foundation
may direct that the remarketing agent be removed at any time. The remarketing agreements
provide that notice of the removal takes place by an instrument signed by the City and filed with
the remarketing agent and certain other parties. The Indenture for the 1988 EF Bonds further
provides that the City, at the direction of the Foundation, shall appoint a successor remarketing
agent designated by the Foundation upon the removal of any remarketing agent.
1.7 The Foundation has requested that the City sign one or more instruments,
each in substantially the form attached to this Resolution, to notify other parties involved in the
• Variable Rate Bonds of the removal, at the direction of the Foundation, of Citigroup Global
Markets as remarketing agent,for the Variable Rate Bonds and the appointment by the
Foundation of Morgan Stanley as successor remarketing agent for the Variable Rate Bonds.
1.8 The Loan Agreement, the Indenture and other documents relating to the
Bonds contain other provisions that require actions to be taken or instruments to be executed by
the City at the request or direction of the Foundation. Because the documents do not provide any .
discretion by the City in taking those actions or executing those instruments,this Council wishes
to delegate the administrative authority to take such actions and execute such instruments to
certain City officials,without the requirement that each action or instrument be approved by this
Council.
Section 2. Authorization to File Instruments.
2.1 The Finance Director and the City Administrator, or either of them are
authorized to execute one or more instruments providing notice of the removal, at the direction
of the Foundation, of Citigroup Global Markets, Inc. as remarketing agent. The City, at the
direction of the Foundation, hereby appoints Morgan Stanley as remarketing agent for the 1988
EF Bonds. The City further authorizes the delivery of the instruments by the trustee for the
Variable Rate Bonds, Citigroup Global Markets, Inc.,Morgan Stanley and other parties involved
in the Variable Rate Bonds.
2.2. The form and the execution and the delivery of the instruments submitted
to this Council are hereby approved, with such additions or modifications thereto and deletions
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therefrom as may be approved by the Finance Director and the City Administrator, or either of
them prior to the execution and delivery, the approval thereof to be conclusively evidenced by
the executed and delivery of the instruments by the appropriate officers of the City.
2.3 In the absence of the Finance Director or the City Administrator, any of
the instruments authorized by this Resolution to be executed and delivered may be executed and
delivered by the acting or deputy Finance Director or City Administrator, respectively.
Section 3. Other Actions or Instruments.
3.1 The Finance Director and the City Administrator, or either of them, are
hereby authorized and directed, from time to time, to take any other actions or execute any other
instruments that may be required by the Loan Agreement, the Indenture or any other documents
relating to the Bonds to be taken or executed by or on behalf of the City at the request or
direction of the Foundation.
Section 4. Incidental Action.
4.1 The Finance Director and the City Administrator, or either of them are
hereby authorized and directed on behalf of the City to execute such further documents and take
such further action as may be necessary or proper to carry out the intent and purpose of this
Resolution or any document herein authorized.
Adopted this /57 day of November, 2004.
•
(SEAL)
resident of the ommon Council
Attest:
City Clerk
Approved the /b day of November, 2004.
i
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q_.
Date
Citigroup Capital-Markets Morgan Stanley& Co. Incorporated
390 Greenwich Street—2nd Floor 1221 Avenue of the Americas
New York, NY 10013 New York, NY 10020.
Wells Fargo Bank Minnesota, The Northern Trust Company
National Association, as Trustee 50 South LaSalle Street, 7th Floor
and Tender Agent Chicago, IL 60675
6th Street&Marquette Avenue
Minneapolis, MN 55479 U.S. Bank National Association
155 First Avenue, S.W.
Wells Fargo Bank,National Association Rochester, MN 55902
30 West 7th Street
Suite 302 First Union National Bank
N9117-03 225 Water Street, 2nd Floor
St. Paul,MN 55101 Jacksonville, FL 32202
Re: $200,000,000 City of Rochester,Minnesota Health
Care Facilities Revenue Bonds (Mayo Foundation)
Series 2001 A. B, C &D (the "Bonds")
Mayo Foundation(the "Foundation")has directed the City of Rochester, ,
Minnesota to deliver this instrument to you, informing you that the Foundation has decided to
remove Citigroup Global Markets, Inc. as remarketing agent for the Bonds and to appoint
Morgan Stanley Incorporated as remarketing agent for the Bonds. The Foundation will notify
you as to the date on which the removal and replacement will become effective.
CITY OF ROCHESTER, MINNESOTA
By 7!
cc: Mayo Foundation
200 First Street, S.W.
Rochester, MN 55905
Attn: Treasury
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