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HomeMy WebLinkAboutResolution No. 402-16 - HealthcareFacilityRefundingBonds.HearingRESOLUTION 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 $290,000,000 (the "Series 2016B Bonds") pursuant to the Act to (i) refund the City's Health Care Facilities Revenue Bonds (Mayo Foundation), Series 2000A, 2000B and 2000C (the "Refunded Bonds"), which Refunded Bonds were used to finance a project consisting of (a) the acquisition and construction by the Corporation of the Leslie and Susan Gonda Building located at 200 lst Street SW in the City, (b) the construction of a five - story expansion to the Charlton Building located at 201 W. Center Street in the City and renovations to the Corporation's Mayo Building located at 200 lst Street SW in the City and Plummer Building located at 100 2nd Street SW in the City (c) certain other additions and improvements to, and renovations of its existing care facilities located in the City, including the construction of above -ground and underground connections among the Corporation's facilities in the City (all such facilities referred to in this paragraph, the "Facilities"), (d) the acquisition and installation of certain equipment used in the operation of the Facilities, and (e) the refunding the City's Health Care Facilities Revenue Bonds (Mayo Foundation Project), Series 1985A, 1985B, 1985C and 1985D, which obligations were used to finance the Corporation's Charlton Building, located at 201 West Center Street in the City, and the Corporation's Siebens Building, located on the southeast corner of First Street and Second Avenue Southwest in the City, (collectively, the "Project") and (ii) pay costs of issuance of the Series 2016B Bonds. 1.04 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 2016B 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. 1.05 Drafts of the following documents relating to the Series 2016B Bonds have now been presented to the Common Council and shall be filed in the office of the City Clerk: (a) a Nineteenth Supplemental Indenture (the "Nineteenth Supplemental Indenture") to be entered into between the City and the Trustee, whereby the Series 2016B Bonds, denominated "Health Care Facilities Revenue Refunding Bonds (Mayo Clinic), Series 201613" are created and their terms, conditions and forms established; (b) an Amendment No. 20 ("Amendment No. 20"), 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; (c) 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 2016B Bonds; and (d) an Official Statement relating to the Series 2016B Bonds (the "Official Statement"). The Nineteenth Supplemental Indenture, 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. 1.06 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. Section 2. Authorization of the Series 2016B Bonds; Approval and Execution of Documents. 2.01 The City hereby approves the issuance of the Series 2016B 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 2016B 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 2 the Series 2016B 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 2016B 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 2016B Bonds to be issued shall be issued in the approximate principal amount of $290,000,000, the price at which the Series 2016B Bonds are sold to the Underwriter shall not be less than 98% of their principal amount (exclusive of any "original issue discount"), and the interest rate on the Series 2016B Bonds shall not exceed 5% per annum, and shall be set forth in the Nineteenth Supplemental Indenture, as finally executed. The Series 2016B 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 2016B 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 2016B Bonds and such other affidavits and certificates as may be required to show the facts relating to the Series 2016B 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 2016B 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 2016B Bond, when, as and if issued, shall recite in substance that such Series 2016B 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. 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 refinancing 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 the refinancing on behalf of the Corporation. The purpose of the hearing was explained, the nature of the proposed revenue bonds was discussed, and all persons present who desired to do so were afforded an opportunity to express their views with respect to the proposal to undertake the refinancing, 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 Attest: Adopted this 7fh day of September, 2016. President of the Common Council City Clerk Approved the day of , 2016. Mayor 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 September 7, 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)