HomeMy WebLinkAboutResolution No. 044-17 - MayoClinic.ApproveAmendmentOfRevenueBondsRESOLUTION NO. -17
RESOLUTION GIVING APPROVAL
TO THE AMENDMENT OF DOCUMENTS IN CONNECTION WITH REVENUE BONDS
ISSUED PURSUANT TO MINNESOTA STATUTES, SECTION 469.152
THROUGH 469.1655 ON BEHALF OF MAYO CLINIC
BE IT RESOLVED by the Common Council of the City of Rochester, Minnesota (the
“City”), as follows:
Section 1.Recitals and Findings.
1.01Pursuant to Minnesota Statutes, Sections 469.152 through 469.1655 (the “Act”)
and a Trust Indenture dated as of December 1, 1987 (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.
1.02By 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.
1.03The City and the Trustee have executed and delivered a Twelfth Supplemental
Trust Indenture dated as of August 1, 2002, as subsequently amended (the “Original Twelfth
Supplemental Indenture”), under which the City’s Health Care Facilities Revenue Bonds (Mayo
Foundation), Series 2002A, 2002B and 2002C (together, the “Series 2002 Bonds”) were issued
to refund the City’s Health Care Facilities Revenue Bonds (Mayo Clinic), Series 1992D, Series
1992E, Series 1992F, Series 1992G, Series 1992H and Series 1992I, proceeds of which were
used to finance the acquisition, construction and equipping of certain facilities located in the City
on behalf of the Corporation and its affiliates.
1.04Pursuant to Sections 7.1(m) of the Original Indenture, the City and the Trustee
may enter into a Supplemental Indenture upon any conversion to a new interest rate
determination method, to make any amendment affecting only the Series of Bonds or portion
thereof being converted.
1.05The Corporation proposes to convert the Series 2002 Bonds from a variable rate
of interest to a fixed rate of interest on or about March 24, 2017, and in connection with that
interest rate conversion, has requested that the City approve an Amended and Restated Twelfth
Supplemental Trust Indenture (the “Amended and Restated Twelfth Supplemental Indenture”).
1.06The proposed form of the Amended and Restated Twelfth Supplemental Indenture
has been presented to the Common Council and shall be filed in the office of the City Clerk. The
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Amended and Restated Twelfth Supplemental Indenture is hereby made a part of this Resolution
as fully as though set forth in full herein.
Section 2.Approval and Execution of Documents.
2.01The City hereby approves the form and execution of the Amended and Restated
Twelfth Supplemental Indenture, 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, the approval thereof to be conclusively evidenced by the execution and delivery
of the Amended and Restated Twelfth Supplemental Indenture by the appropriate officers of the
City.
2.02The 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 Amended and Restated
Twelfth Supplemental Indenture 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 2002 Bonds.
2.03The Mayor, the City Clerk and the other officers of the City are hereby authorized
to prepare and furnish to Bond Counsel certified copies of all proceedings and records of the City
relating to the Series 2002 Bonds and such other affidavits and certificates as may be required to
show the facts relating to the Series 2002 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.
2.04In 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.
2.05 The Series 2002 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 2002 Bond shall recite in substance that such Series 2002
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.
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Adopted this 6 day of February, 2017.
President of the Common Council
Attest:
City Clerk
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Approved the day of ____________, 2017.
Mayor
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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 resolution adopted by the Common Council of the City
of Rochester, Minnesota, on February 6, 2017, with the original 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 ______________, 2017.
_________________________________
City Clerk of the City of Rochester,
Minnesota
(Seal of the City of Rochester, Minnesota)