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Res 1999 - 79 Providing for the Issuance & Sale of Variable Rate Demand Purchase Revenue Bonds, to Provide Funds for a Private School Facility Project, on Behalf of St. Thomas Academy� Extract of Minutes of Meeting of the City Council of the City of Mendota Heights, Minnesota Pursuant to due ca11 and notice thereof, a regular meeting of the City Council of the City of Mendota Heights, Minnesota was duly held at City Ha11 in said City of Mendota Heights, on Tuesday, the 2nd day of November, 1999, at 7:30 o'clock P.M. The following Council members were present: and the following were absent: None Council member Schneeman resolution and moved its adoption: Mertensotto, Huber, Krebsbach Dwyer & Schneeman then introduced and read the following written i Resolution No. 99-79t A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF VARIABLE RATE DEMAND PURCHASE REVENUE BONDS, TO PROVIDE FUNDS FOR A PRIVATE SCHOOL FACILITY PROJECT, ON BEHALF OF ST. THOMAS ACADEMY The motion for the adoption of the foregoing resolution was duly seconded by Council member Huber , and upon vote being taken thereon the following voted in favor thereof: All Yea and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. 1099543.1 R�SOL�TION N0. 99-79� A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF VARIABLE RATE DEMAND PURCHASE REVENUE BONDS, TO PROVIDE FUNDS FOR A PRIVATE SCHOOL FACILITY PROJECT, ON BEHALF OF ST. THOMAS ACADEMY BE IT RESOLVED by the City Council of the City of Mendota Heights, Mi.nnesota (the "City"), as follows: 1. Authori . The City is, by the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.152 through 469.1651, as amended (the "Act"), authorized to issue, and sell its revenue bonds for the purpose of the encouragement and development of economically sound industry and commerce to prevent so far as possible the emergence of blighted and marginallands and areas of chronic unemployment. 2. Authorization of Project; Documents Presented. St. Thomas Academy, a Minnesota nonprofit corporation (the "Corporation"), has proposed to this Council that the City issue and sell its City of Mendota Heights, Minnesota Variable Rate Demand Purchase Revenue Bonds (St. Thomas Academy Project), Series 1999, in substantially the form set forth in the hereinafter-mentioned Indenture (the "Bonds"), pursuant to the Act and loan the proceeds thereof to the Corporation, in order to provide financing with respect to costs of the acquisition, construction and equipping of a new middle school addition to, together with renovation and remodeli.ng of, the Borrower's existing education facilities, together with the acquisition of ununproved land (the "Project") located at 949 and 950 Mendota Heights Road in the City. Forms of the following documents relating to the Bonds have been submitted to the City: (a) Loan Agreement (the "Loan Agreement") dated as of November 1, 1999 between the City and the Corporation; and (b) Trust Indenture (the "Indenture") dated as of November 1, 1999, between the City and U.S. Bank Trust National Association, as trustee (the "Trustee"); and (c) Letter of Credit and Reimbursement Agreement (the "Reimbursement Agreement"), dated as of November 1, 1999, between the Corporation and Allied Irish Bank, p.l.c. (the "Bank"); and (d) Bond Purchase Agreement (the "Bond Purchase Agreement"), by and between Norwest Investment Services, Inc. (the "Underwriter"), the Corporation and the City; and (e) Form of the Official Statement, which together with all Appendices thereto and the insertion of the final underwriting details of the Bonds, including the interest rates thereon, and any other changes deemed necessary or desirable, is intended to constitute the fmal Official Statement (together the "Official Statement"). 3. F�. It is hereby found, determined and declared that: 1099543.1 2 (a) The Project constitutes an industrial development project authorized by and described in the Act. (b) On the basis of information available to the City it appears, and the City hereby fmds, that the Project constitutes properties, real and personal, used or useful in connection with one or more revenue producing enterprises engaged in any business witl�in the meaning of Subdivision 2b of Section 469.153 of the Act; that the Project furthers the purposes stated in Minnesota Statutes, Section 469.152; that the availability of the financing under the Act and willingness of the City to furnish such financing will be a substantial inducement to the Corporation to undertake the Project, and that the effect of the Project, if undertaken, will be to encourage the development of economically sound industry and commerce, to assist in the prevention of the emergence of blighted and marginal land, to help prevent chronic unemployment, to help the City retain and improve the tax base and to provide the range of service and employment opportunities required by the population, to help prevent the movement of talented and educated persons out of the state and to areas within the state where their services may not be as effectively used, to promote more intensive development and use of land within the City and eventua.11y to increase the tax base of the community. (c) There is no litigation pending or, to the best of its knowledge, threatened against the City relating to the Bonds, the Loan Agreement, the Bond Purchase Agreement or the Indenture or questioning the due organization of the City, or the powers or authority of the City to issue the Bonds and undertake the tr�ansactions contemplated hereby. (d) The execution, delivery and performance of the City's obligations under the Bonds, the Indenture, the Bond Purchase Agreement and the Loan Agreement 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 pariy 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. (e) It is desirable that the Bonds be issued by the City upon the terms set forth in the Indenture, under the provisions of which the City's interest in the Loan Agreement will be pledged to the Trustee as security for the payment of pri.ncipal of, premium, if any, and interest on the Bonds. (� The Loan Agreement provides for payments by, or on behalf of, the Corporation to the Trustee for the account of the City of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Bonds when due. The Loan Agreement obligates the Corporation to pay for a11 costs of operation and maintenance of the Project facilities, including adequate insurance, taxes and special assessments. 1099543.1 3 (g) Under the provisions of the Act, and as provided in the Loan Agreement and Indenture, 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 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 properiy of the City; the Bonds sha11 not constitute 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 Corporation under the Loan Agreement); and each Bond issued under the Indenture sha11 recite that such Bond, includi.ng interest thereon, sha11 not constitute or give rise to a charge aga.inst the general credit or taxing powers of the City. 4. Approval and Execution of Documents. The forms of Loan Agreement, Indenture and Bond Purchase Agreement referred to in paragraph 2, are approved. The Loan Agreement, Indenture and Bond Purchase Agreement sha11 be executed in the name and on behalf of the City by the Mayor and the City Administrator, 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 sha11 be conclusively evidenced by the execution thereof; and then shall be delivered to the Trustee. 5. Approval, Execution and Delivery of Bonds. The City shall proceed forthwith to issue the Bonds, in an aggregate principal amount of not to exceed $9,500,000, in the form and upon the terms set forth in the Indenture, which terms aze 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 sha.11 be conclusively evidenced by such execution and delivery; and provided further that, in no event, shall such maturities exceed 30 years or such rates of interest exceed 10.00% per annum. The Underwriter has agreed 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 final form of the Bond Purchase Agreement, and approval of said purchase price shall be conclusively evidenced by execution and delivery of the Bond Purchase Agreement by the officers of the City authorized to do so by the provisions of this Resolution. The Mayor, City Administrator and other City officers are authorized and directed to prepare and execute the Bonds as prescribed in the Indenture and to deliver them to the Trustee, together with a certified copy of this Resolution and the other documents required by Section 2.06 of the Indenture, for authentication, registration and delivery to the Underwriter. As provided in the Indenture, each Bond shall contain a recital that it is issued pursuant to the Act, and such recital sha.11 be conclusive evidence of the validity and regularity of the issuance thereof. 6. Off'icial Statement. The City hereby approves the form of and consents to the circulation by the Underwriter of the Official Statement in offering the Bonds for sa1e; provided, 1099543.1 4 however, that the City has not participated in the prepazation of the Official Statement or independently verified the information in the Official Statement and takes no responsibility for, and makes no representations or warranties as to, the accuracy or completeness of such information. 7. Certificates, Additional A�reements, etc. The Mayor, City Administrator and other officers of the City are authorized and directed 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 relati.ng to the Bonds, such additional agreements as may be necessary in connection with the issuance of the Bondsand such other affidavits and certificates as may be required to show the facts appeari.ng from the books and records in the officers custody and control or as otherwise 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 a11 statements contained therein. Adopted this 2nd day of November , 1999. �� � � Mayor ATTEST: 1099543.1 5 STATE OF MINNESOTA ) � ) SS. COUNTY OF DAKOTA ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Mendota Heights, Minnesota (the "City"), do hereby certify that attached hereto is a compared, true and correct copy of a resolution giving fmal approval to an issuance of revenue bonds by the City on behalf of St. Thomas Academy, duly adopted by the City Council of the City on November 2, 1999, 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 a.nd accurate account of the proceedangs taken in passage thereof. WITNESS My hand this 2nd day of November , 1999. ���-1�.�.J �i .u.�c�c.��.� C'ty Clerk 1099543.1