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HomeMy WebLinkAboutResolution No. 343-07 C.-Z 07 • A RESOLUTION PROVIDING FOR THE ISSUANCE OF HEALTHCARE REVENUE REFUNDING BONDS (MADONNA TOWERS OF ROCHESTER, INC. PROJECT), SERIES 2007A AND TAXABLE HEALTHCARE REVENUE REFUNDING BONDS (MADONNA TOWERS OF ROCHESTER, INC. PROJECT), SERIES 2007B BE IT RESOLVED by the Common Council of the City of Rochester, Minnesota (the "City"), as follows: 1. Authority. The City is authorized by the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Section 469.152 through 469.1651, as amended (the "Act") to issue and sell its revenue bonds for the purpose of financing or refinancing projects consisting of properties, real or personal, used or useful in connection with a revenue producing enterprise, whether or not operated for profit, engaged in providing healthcare services, including hospitals, nursing homes and related medical facilities and to enter into agreements necessary or convenient in the exercise of the powers granted by the Act. 2. Description of Project; Refunding and Construction. The Olmsted County Housing and Redevelopment Authority ("Olmsted") has heretofore issued its $3,855,000 Revenue Loan Participation Note (Madonna Towers of Rochester, Inc. Project), Series 2004A (the "Series 2004A Note") and its $2,385,000 Revenue Loan Participation Note (Madonna Towers of Rochester, Inc. Project), Series 2004B (the "Series 2004B Note"; together with the Series 2004A Note, the "Prior Notes") pursuant to the Act and loaned the proceeds to Madonna • Towers of Rochester, Inc., a Minnesota nonprofit corporation (the 'Borrower") to finance a portion of the costs of the refinancing of certain outstanding indebtedness related to the acquisition of, and improvements to, the facilities located at 4001 19t' Avenue NW, in the City of Rochester, Minnesota(the "Project"). The Borrower has proposed to this Common Council that the City issue its Healthcare Revenue Refunding Bonds (Madonna Towers of Rochester, Inc. Project), Series 2007A (the "Series 2007A Bonds") and its Taxable Healthcare Revenue Refunding Bonds (Madonna Towers of Rochester, Inc. Project), Series 2007B (the "Series 2007B Bonds", and together with the Series 2007A Bonds, the 'Bonds") to redeem the outstanding principal amount of the Prior Notes, to finance the construction of a 24 unit memory care facility to be attached to the Project, to fund a debt service reserve and fo finance certain costs of issuance of the Bonds. Repayment of the Bonds will be secured by an Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement between the Borrower and the Trustee (the "Mortgage"). Pursuant to Section 469.155 of the Act, Olmsted has given its,consent to issuance of the Bonds by the City to refund the Prior Notes. 3. Documents Presented. Forms of the following documents related to the Bonds have been submitted to the City: (a) The Amended and Restated Loan Agreement (the "Loan Agreement") • between the City and the Borrower, pursuant to which Loan Agreement the Borrower 2035297v2 2 • agrees to pay amounts in repayment of the loan sufficient to provide for the full and prompt payment of the principal of,premium., if any, and interest on the Bonds; (b) The Indenture of Trust (the "Indenture") between the City and U.S. Bank National Association, as trustee (the "Trustee"), authorizing the issuance of and pledging certain revenues, including those to be derived from the Loan Agreement, as security for the Bonds, and setting forth proposed recitals, covenants and agreements relating thereto; (c) The Mortgage by which the Borrower grants to the Trustee a mortgage lien on and security interest in certain mortgaged property, as described therein, as further security for the payment of the Bonds and assigns to the Trustee its interests in all leases and rents with respect to the mortgaged property(not executed by the City); (d) The Bond Purchase Agreement (the "Bond Purchase Agreement"), among Piper Jaffray & Co. (the "Underwriter"), the Borrower and the City, providing for the purchase of the Bonds from the City by the Underwriter and setting forth the terms and conditions of purchase; and (e) The Preliminary Official Statement describing the offering of the Bonds, and certain terms and provisions of the foregoing documents relating to the Bonds (not executed by the City). 4. Findings. It is hereby found, determined and declared that: • (a) Based on the Borrower's representations to City, the Project constitutes a project authorized by and described in the Act. (b) There is no litigation pending or, to the City's actual knowledge, threatened against the City relating to the Bonds, the Loan Agreement, the Bond Purchase Agreement or the Indenture (collectively, the "City Bond Documents") or questioning the due organization of the City, or the powers or authority of the City to issue the Bonds and undertake the transactions contemplated hereby. (c) The execution, delivery and performance of the City's obligations under the City Bond Documents do not and will not violate any order of any court or other agency of government of which the City is aware or in which the City is a party, or any indenture, agreement or other instrument to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. (d) It is desirable that the City's interest in the Loan Agreement be pledged to the Trustee as security for the payment of principal of, premium, if any, and interest on the Bonds. (e) Under the provisions of the Act, and as provided in the City Bond • Documents, the Bonds are not to be payable from nor charged upon any funds other than amounts payable pursuant to the Loan Agreement and moneys in the funds and accounts 2035297v2 3 • held by the Trustee which are pledged to the payment thereof, the City is not subject to any liability thereon; no owners of the Bonds shall ever have the right to compel the exercise of the taxing power of the City to pay any of the Bonds or the interest thereon, nor to enforce payment thereof against any property of the City; the Bonds shall not constitute a general or moral obligation of the City or a charge, lien or encumbrance, legal or equitable, upon any property of the City (other than the interest of the City in the loan repayments to be made by the Borrower under the Loan Agreement); and each Bond issued under the Indenture shall recite that such Bond, including interest thereon, shall not constitute or give rise to a charge against the general credit or taxing powers of the City. 5. Approval and Execution of Documents. The form of Bond and the City Bond Documents are approved. The City Bond Documents are authorized to be executed in the name and on behalf of the City by the Mayor and the Clerk, at such time, if any, as they may deem appropriate, or executed or attested by other officers of the City, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof, and then shall be delivered to the Trustee. Modifications to the form of Mortgage may be made at the discretion of the parties thereto. 6. Approval, Execution and Delivery of Bonds. The City is authorized to issue the Bonds, in an aggregate principal amount not to exceed $11,000,000 in the form and upon the • terms set forth in the Indenture, which terms are for this purpose incorporated in this resolution and made a part hereof; provided, however, that the initial aggregate principal amount of and the maturities of the Bonds, the interest rates thereon, and any provisions for the optional or mandatory redemption thereof shall all be as set forth in the final form of the Indenture, to be approved, executed and delivered by the officers of the City authorized to do so by the provisions of this Resolution, which approval shall be conclusively evidenced by such execution and delivery; and provided further that, in no event, shall such maturities exceed 40 years and the highest interest rate on the Bonds shall not exceed 8%. The Underwriter will agree pursuant to the provisions of the Bond Purchase Agreement and subject to the conditions therein set forth, to purchase the Bonds at the purchase price set forth in the Bond Purchase Agreement, and such purchase price is hereby accepted. The Mayor and Clerk are authorized to execute the Bonds as prescribed in the Indenture at such time, if any, as they may deem appropriate, and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by the Indenture, for authentication, registration and delivery to the Underwriter. 7. Official Statement. As requested by the Underwriter, the City hereby consents to the circulation by the Underwriter of the Official Statement in offering the Bonds for sale; provided, however, that the City has not independently verified the information in the Official Statement and takes no responsibility for, and makes no representations or warranties as to, the accuracy, completeness or sufficiency of such information. 8. Certificates, etc. The Mayor, Clerk and other officers of the City are authorized at such time, if any, as they may deem appropriate, to prepare and furnish to bond counsel and the • purchaser of the Bonds, when issued, certified copies of all proceedings and records of the City relating to the Bonds, 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 2035297v2 4 i I I 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. • • 2035297v2 5 PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF ROCHESTER, MINNESOTA, THIS 16'DAY OF JULY, 2007. PRESIDENT OF SAID COMMON COUNCIL ATTEST: CITV CL Approved this 1-61 day of July, 2007. MAYOR OF SAID CITY • 2035297v2 6 Extract of Minutes of Meeting of the Common Council of the City of Rochester, Minnesota Pursuant to due call and notice thereof, a regular meeting of the Common Council of the City of Rochester, Minnesota was duly held at City Hall in said City of Rochester, on Monday, the 16t' day of July, 2007 at o'clock_.M. The following Council members were present: Counci 1 members Pat:Carr, Ed Hruska, Marcia Marcoux, .Sandra Means, Bob Nowicki , Bruce Snyder, President Dennis Hanson and the following were absent: None Council member Means then introduced and read the following written resolution and moved its adoption: A RESOLUTION PROVIDING FOR THE ISSUANCE OF HEALTHCARE REVENUE REFUNDING BONDS (MADONNA TOWERS OF ROCHESTER, INC. PROJECT), SERIES 2007A AND TAXABLE HEALTHCARE REVENUE REFUNDING BONDS (MADONNA TOWERS OF ROCHESTER, INC. PROJECT), SERIES 2007B • The motion for the adoption of the foregoing resolution was duly seconded by Council member Nowicki , and upon vote being taken thereon the following voted in favor thereof. Councilmembers Carr, Hruska, Marcoux, Means, Nowicki , Snyder, President Hanson and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. 2035297v2 r STATE OF MINNESOTA ) ) SS. COUNTY OF OLMSTED ) ' I, the undersigned, being the duly qualified and acting City Clerk of the City of Rochester, Minnesota (the "City"), do hereby certify that attached hereto is a compared, true and correct copy of a resolution giving final approval to an issuance of revenue bonds by the City on behalf of Madonna Towers of Rochester, Inc., duly adopted by the Common Council of the City on July 16, 2007, at a regular meeting thereof duly called and held, as on file and of record in my office, which resolution has not been amended, modified or rescinded since the date thereof, and is in full force and effect as of the date hereof, and that the attached Extract of Minutes as to the adoption of such resolution is a true and accurate account of the proceedings taken in passage thereof. WITNESS m hand this day of Y /'ft.! y Julaity 2007ic k e 2035297v2 7 u