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HomeMy WebLinkAboutResolution No. 102-16 Health Care Facilities Revenue Bonds (Mayo Clinic) Series 2016RESOLUTION NO. -16 RESOLUTION GIVING APPROVAL TO THE ISSUANCE OF REVENUE BONDS PURSUANT TO MINNESOTA STATUTES, SECTION 469.152 THROUGH 469.165 ON BEHALF OF MAYO CLINIC AND AUTHORIZING PREPARATION OF NECESSARY DOCUMENTS BE IT RESOLVED by the Common Council of the City of Rochester, Minnesota (the "City"), as follows: Section 1. Recitals and Findings. 1.01 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"), and certain affiliates. 1.02 By a Loan Agreement dated as of December 1, 1987, as amended and restated by an Amended and Restated Loan Agreement dated as of May 2, 1998 and 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 and its affiliates. 1.03 The Corporation has requested that the City issue its Bonds, in one or more series, in an approximate principal amount of $125,000,000 (the "Series 2016 Bonds") pursuant to the Act to (i) pay costs of issuance of the Series 2016 Bonds; (ii) refund the City's Health Care Facilities Revenue Bonds (Mayo Clinic), Series 2006 (the "Refunded Bonds"), which Refunded Bonds were used to finance a project consisting of (a) construction of a research building on the block between 4fh and 5th Avenue and 3rd and 4fh Street in the City and (b) other capital projects involving renovations, acquisition of equipment and construction at the Corporation's Facilities in the City including Clinic buildings at or near 200 First Street SW; Mayo Clinic Hospital - Rochester at 201 West Center Street, and Mayo Clinic Hospital - Rochester located at the 1200 to 1400 block of 2nd Street SW in the City (the "Facilities"), and (iii) finance a project consisting of further capital improvements to the Facilities (collectively, the "Project"). 1.04 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 2016 Bonds is essential to the successful completion of the Project. 1.05 At a public hearing, duly noticed and held on the date hereof in accordance with Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), on the proposal to issue the Series 2016 Bonds, 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. 1.06 Drafts of the following documents relating to the Series 2016 Bonds have now been presented to the Common Council and shall be filed in the office of the City Clerk: (a) an Eighteenth Supplemental Indenture (the "Eighteenth Supplemental Indenture") to be entered into between the City and the Trustee, whereby the Series 2016A Bonds, denominated "Health Care Facilities Revenue Bonds (Mayo Clinic), Series 2016A" are created and their terms, conditions and forms established; (b) a Nineteenth Supplemental Indenture (the "Nineteenth Supplemental Indenture"; the Original Indenture as amended by the Eighteenth Supplemental Indenture and the Nineteenth Supplemental Indenture, the "Indenture"), to be entered into between the City and the Trustee, whereby the Series 2016B Bonds, denominated "Health Care Facilities Revenue Bonds (Mayo Clinic), Series 201613" are created and their terms, conditions and forms established; (c) an Amendment No. 19 ("Amendment No. 19"), 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 2016A Bonds to the Corporation and the Corporation agrees to repay the loan from the City and all costs and expenses of the City in connection with the issuance and sale of the Series 2016A Bonds; (d) an Amendment No. 20 ("Amendment No. 20"; the Original Loan Agreement as amended by Amendment No. 19 and Amendment No. 20, the "Loan Agreement"), 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 2016B Bonds to the Corporation and the Corporation agrees to repay the loan from the City and all costs and expenses of the City in connection with the issuance and sale of the Series 2016B Bonds; (e) a Bond Purchase Agreement (the "Bond Purchase Agreement"), to be entered into between the City, the Corporation and the underwriter or underwriters named therein (the "Underwriter"), which provides for the sale by the City and the purchase by the Underwriter of the Series 2016 Bonds; and (f) an Official Statement relating to the Series 2016 Bonds (the "Official Statement"). The Eighteenth Supplemental Indenture, Nineteenth Supplemental Indenture, Amendment No. 19, Amendment No. 20, 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. 2 1.07 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 2016 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. 1.08 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 2016 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 2. Authorization of the Series 2016 Bonds; Approval and Execution of Documents. 2.01 The City hereby approves the issuance of the Series 2016 Bonds under the Act and the Indenture, the sale thereof to the Underwriter in accordance with the Bond Purchase Agreement, and the loan of the proceeds of the Series 2016 Bonds to the Corporation in accordance with the Loan Agreement. 2.02 The forms and the execution and the delivery of the Bond Documents 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 2016 Bonds, Kennedy and Graven, Chartered, 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 2016 Bonds are not finally resolved, and consequently when issued the Series 2016 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 Series 2016 Bonds to be issued shall be issued in the approximate principal amount of $125,000,000, the price at which the Series 2016 Bonds are sold to the Underwriter shall not be less than 98% of their principal amount (exclusive of any "original issue discount"), and the initial interest rate on the Series 2016 Bonds shall not exceed 1% per annum, and shall be set forth in the Eighteenth Supplemental Indenture, as finally executed. The Series 2016 Bonds are expected to mature no later than 40 years from the date of issuance thereof. 2.03 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 2016 Bonds. 2.04 The City hereby consents to the preparation and distribution by the Corporation and the Underwriter of the Official Statement and, if necessary, a Preliminary Official Statement (together, the "Official Statement"). The City has not participated in the preparation of or reviewed, and will not participate in the preparation or review of the 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 Official Statement. 2.05 The Mayor, the City Clerk and the other officers of the City are hereby authorized to prepare and furnish to the Underwriter and to Bond Counsel certified copies of all proceedings and records of the City relating to the Series 2016 Bonds and such other affidavits and certificates as may be required to show the facts relating to the Series 2016 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. 2.06 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. 2.07 The Series 2016 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 2016 Bond, when, as and if issued, shall recite in substance that such Series 2016 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. This Resolution shall be effective immediately upon its adoption. 11 Attest: Adopted this 14th day of March, 2016. President of the Common Council City Clerk Approved the day of , 2016. Mayor The Mayor stated that this was the time and place fixed for a public hearing to be held on the proposal that the City undertake a financing on behalf of Mayo Clinic, a Minnesota nonprofit corporation (the "Corporation"), pursuant to Minnesota Statutes, Sections 469.152 through 469.165, as amended. The City Clerk presented an affidavit showing publication of the notice of public hearing at least once not fewer than fourteen (14) nor more than thirty (30) days prior to the date fixed for the public hearing, in the Rochester Post -Bulletin, being the official newspaper of the City and a newspaper of general circulation in the City. The affidavit was examined, found to be satisfactory and ordered placed on file with the City Clerk. The Mayor then opened the meeting for the public hearing on the proposal to undertake and finance the Project on behalf of the Corporation. The purpose of the hearing was explained, the nature of the Project and of the proposed revenue bonds was discussed, the draft copy of the Application to the Minnesota Department of Employment and Economic Development (the "Application"), with draft copies of all attachments and exhibits, was available, and all persons present who desired to do so were afforded an opportunity to express their views with respect to the proposal to undertake and finance the Project, in response to which the following persons either appeared, were recognized and made statements, or filed written comments with the City Clerk before the date set for the hearing, summaries of which appear opposite their respective names: Name of Speaker Summary of Views The City Clerk [reported that no written comments had been] [read a summary of the written comments] * filed in his office before the date of the hearing. After all persons who wished to do so had stated or filed their views on the proposal, the Mayor declared the public hearing to be closed. *Strike inappropriate language STATE OF MINNESOTA ) ss. COUNTY OF OLMSTED ) I, Aaron S. Reeves, City Clerk of the City of Rochester, Minnesota, do hereby certify that I have compared the attached copy of the minutes of a public hearing held on March 14, 2016, and the resolution adopted that same date with the original minutes and resolution on file in my office and that the foregoing is a true and correct copy of the said minutes and resolution and of the whole thereof. Witness my hand this day of , 2016. City Clerk of the City of Rochester, Minnesota (Seal of the City of Rochester, Minnesota)