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HomeMy WebLinkAboutResolution No. 489-08 VA 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 2008; 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 Findinl4s 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 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 construction of a new clinic located on the corner of 50th Avenue NW • and 55th Street NW in the City; (b) the remodeling of space located at the Corporation's hospital at 1650 4th Street SE in the City for purposes of expanding clinic office space; (c) the refinancing of a taxable obligation entered into to facilitate the purchase of land and buildings thereon located on 3rd Avenue SE in the City adjacent to the Corporation's SE clinic at 210 South 9th Street SE in the City(the "SE Clinic"); (d) the construction of improvements to the SE Clinic; and (e) costs of issuance of the Series 2008 Bonds, as hereinafter defined, capitalized interest, if any, on the Series 2008 Bonds and a reserve fund, if required for the Series 2008 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$27,000,000 (the "Series 2008 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 2008 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 2008 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 2008 Bonds, denominated "Health Care Facilities Revenue Bonds (Olmsted Medical Center), Series 2008,"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 2008 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 2008 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 2008 Bonds; and (d) an Official Statement relating to the Series 2008 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. 1.7 The Series 2008 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, legal or equitable, upon any property of the City, except the revenues specifically pledged to the payment thereof, and each Series 2008 Bond, when, as and if issued, shall recite in substance that the Series 2008 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 liability of the City. 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 2008 Bonds under the provisions of the Act to finance the project in the approximate aggregate principal amount of$27,000,000. • 2 . 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 2008 Bonds and the provisions for payment thereof shall be subject to final 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 2008 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 2008 Bond, when, as and if issued, shall recite in substance that the Series 2008 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 2008 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 2008 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 2008 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 2008 Bonds to the Corporation in accordance with the Loan Agreement. 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 2008 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 2008 Bonds are not finally resolved, and consequently when issued the Series 2008 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 2008 Bonds to be issued shall not exceed $27,000,000,the price at which the Series 2008 Bonds are sold to the Underwriters shall not be less than 98% of their principal amount(exclusive of any"original issue discount"), and the initial interest rate on the Series 2008 Bonds shall not exceed 8.00%per annum, and shall be set forth be in the Indenture, as finally executed. The 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 2008 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 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 2008 Bonds and such other affidavits and certificates as may be required to show the facts relating to the Series 2008 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 2008 Bonds in an aggregate principal amount up to $27,000,000 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 2008 Bonds by manual or facsimile signatures as prescribed in the Indenture,to deliver the Series 2008 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. Section 4. Effective Date 4.1 This Resolution shall be effective immediately upon its adoption. Adopted by the Common Council of the pity of Rochester, Minnesota, this 6th day of October, 2008. President of the Common Council • Attest: a ' �2 .IDZPurY City Cler 4 Approved the.May of � � , 2008. .z&"z6 Mayor 5