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HomeMy WebLinkAboutResolution No. 188-06 • RESOLUTION NO. • RESOLUTION RELATING TO A PROJECT ON BEHALF OF MAYO CLINIC; AUTHORIZING THE ISSUANCE OF HEALTH CARE FACILITIES REVENUE BONDS (MAYO CLINIC), SERIES 2006; 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 (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"). 1.2 By an Amended and Restated Loan Agreement, dated as of May 2, 1998, as further amended (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 Pursuant to Resolution No. 106-6 adopted by the Common Council on February 22, 2006, the City has given preliminary approval to the issuance of its revenue bonds, in one or more series, in an aggregate principal amount not to exceed$125,000,000 (the"Series 2006 Bonds")pursuant to Minnesota Statutes, Sections 469.152 through 469.165 (the"Act"),to finance on behalf of the Corporation and its affiliates the acquisition, construction and improvement of its health care facilities in the City(the "Project"). 1.4 Drafts of the following documents relating to the Series 2006 Bonds have now been presented to the Common Council and shall be filed in the office of the City Clerk: (a) a Thirteenth Supplemental Indenture (the "Thirteenth Supplemental Indenture"),to be entered into between the City and the Trustee,whereby the Series 2006 Bonds, denominated"Health Care Facilities Revenue Bonds (Mayo Clinic), Series 2006,"are created and their terms, conditions and forms established; (b) an Amendment No. 13 ("Amendment No. 13"), 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 2006 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 2006 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 2006 Bonds; and (d) a Preliminary Official Statement relating to the Series 2006 Bonds (the "Preliminary Official Statement"). The Thirteenth Supplemental Indenture,Amendment No. 13 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. 1.5 The Series 2006 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, II' legal or equitable, upon any property of the City, except the revenues specifically pledged to the I� payment thereof, and each Series 2006 Bond,when, as and if issued, shall recite in substance that the Series 2006 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 i liability of the City. Section 2. Authorization of the Bonds; Approval and Execution of Documents. 2.1 The City hereby approves the issuance of the Series 2006 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 2006 Bonds to the Corporation in • accordance with the Amendment No. 13. 2.2 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 2006 Bonds,Briggs and Morgan,Professional Association, 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 2006 Bonds are not finally resolved, and consequently when issued the Series 2006 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 2006 Bonds to be issued shall not exceed$125,000,000, the price at which the Series 2006 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 2006 Bonds shall not exceed 8.00%per annum, and shall be set forth be in the Thirteenth Supplemental Indenture, as finally executed. The Bonds are expected to mature no later than 40 years from the date of issuance thereof. i 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 Bond Documents in the • 2 i name and on behalf of the City, following the review and comment of the City's special issuer's . counsel for the Series 2006 Bonds. 2.4 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 of or review, 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. 2.5 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 2006 Bonds and such other affidavits and certificates as may be required to show the facts relating to the Series 2006 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 issuance by the City of the Series 2006 Bonds in an aggregate principal amount up to $125,000,000 in the form and upon the terms set forth in the Thirteenth Supplemental 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 2006 Bonds by manual or facsimile signatures as prescribed in the Indenture,to deliver the Series 2006 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 Thirteenth Supplemental Indenture or the Bond Purchase Agreement. This Resolution shall be effective immediately upon its adoption. Adopted by the Common Council of the City of Rochester,Minnesota,this 3rd day of April, 2006. President of the Common Council Attest City Clerk Approved the 0)day of D-t'YILSI _ , 2006. Mayor 3