02-786Council File # 0�.�1�
���rl����
RESOLUTION
OF SAlNT PAUL, MINNESOTA
Presented
ReFerred To
Green Sheet # 101342
��
Committee Date
��i�/�l : �7'.7.YI
3 1. The Port Authority of the City of Saint Paul (the "Authority") has given its approval to the issuance
4 of up to its Taac Exempt Revenue Bonds (Board of Social Ministry Corporate Headquarters Project) Series
5 2002-5 (the "2002-5 Bonds") and Tasable Revenue Bonds (Board of Social Minishy Corporate Headquarters
6 Project) Series 2002-6 (the "2002-6 Bonds", and together with the 2002-5 Bonds, `Bonds") in the aggregate
7 principal amount of $2,500,000, to finance the costs to be incurred by the Board of Social Ministty (the
8 "Borrower") in connection with the acquisition and renovation by the Borrower of a 32,800 square foot office
9 building located at 3530 Lexington Avenue, Shoreview, Minnesota (the "ProjecY').
lo
11 2. Laws of Minnesota 1976, Chapter 234, provides that any issue of revenue bonds authorized by
12 the Authority shall be issued only with the consent of the City Council of the City of Saint Paul, by resolution
13 adopted in accordance with law; and
14
15
16
17
3. Approval of the issuance of the proposed Bonds by the City Council is also required by Section
147(fl of the Internal Revenue Code of 1986, as amended; and
18 4. The Project will result in additional employment opportunities in the City of Shoreview, and the
19 City Council of the City of Shoreview, following a public hearing on this issue held on August 19, 2002,
2o consented to the issuance of the Bonds by the Port Authority; and
zi
22 5. To meet the requirements of both state and federal law, the Port Authority has requested that the
23 City Council gives its requisite approval to the issuance of the proposed Bonds by the Port Authority, subject
24 to final approval of the details of said Bonds by the Pozt Authority.
25
26 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul that, in accordance
27 with the requirements of Section 147(fl of the Internal Revenue Code of 1986, as amended, and in accordance
28 with Laws of Minnesota 1976, Chapter 234, the City Council hereby approves the issuance of the aforesaid
29 Bonds by the Port Authority for the purposes described in the Port Authozity resolution adopted August 27,
30 2002, the exact details of which, including but not limited to, provisions relating to principal amount,
31 maturities, interest rates, discount, redemption, and the issuance of additional bonds are to be deternuned by
32 the Port Authority, and the City Council hereby authorizes the issuance of any additional bonds (including
33 refunding bonds) by the Port Authority found by the Port Authority to be necessary for carrying out the
34 purposes for which the aforedescribed Bonds are issued.
35
36 Adopted: August 28, 2002
23853.1.
��:� ���
�� i�� A1 � 1 e i
o�..���
Yeas Nays Absent
Benanav f
Blakey �
Bostrom �
Coleman �/
Harris
Lanhy
Reiter �
s o �--
Adopted by Council: Date c�-� � Q
Adoption C�ed by Council Secretary
�
Date` `"'/ �
�.'�
Requested by Department o£
By / S �."�
Form Approved by City Attomey �
B `� �
n
foi
/
23853.'I.
6z .'� YG
Peter M. Klein, Port
Peter M. Klein (651)224-5686
J$T BE ON COUNCILAGENOA BY (OAT�
August 28, 2002 — Cor�se�.�'
8/15/02
GREEN SHEET
N�LI�
No 10� 342
ASSIGM
xureae wie
TOTAL # OF SIGNATURE PAGES 1
-�r
r!.1��'""'�
"�'� »
2 arr�noufr �-�J; C� ° anauuc
�S'" �j a 2"
❑ fwia„�aEavicr,oue. ❑ quxd�umm�ccro
� r�rortla��fs�st� ❑
(CLIP ALL LOCATIONS FOR SIGNATURE)
Approval of the issuance of appro�rimately $2,500,000 of conduit tax-exempt 501(c)(3)
revenue bonds and taxable revenue bonds for the Board of Social Ministry for the
purchase, renovation and equipping of an of�ce facility located in Shoreview, Minnesota.
PLANNING CAMMISSION
CIB COMMITTEE
CIVIL SERVICE CAMMISSION
Port Authoritv
Has this P�Rrm evxxrorketl uMer a contrxt tor this tlepartmmC7
VES NO
ties this peBOn�firm e.er been a ciH emWoYce1
YES NO
Do� thie perSONfim� poscess a slali not nortnallyposaesseC by anY �� �Y �ployeel
YES NO
Ic this P��rm a tar0e[etl ventloR
YES NO
TIATING PROBLEM ISSUE, OPPOR7UNITY (WFw, Wliat, WIIen, W1ieR, Wrry)
The issuance of the bonds will allow the Board of Socialy Ministry to own its corporate
headquarters located in Shoreview, Minnesota.
IFAPPROVED
As a result of the purchase and renovation of the office facility, it is anticipated that 60
jobs will be retained in the East Metro community. In addition, the Board of Social
Ministry will be more capable of providing its services throughout the State.
None
The retained jobs may be lost to another area.
AMOUNTOFTRANSAGTIONS 2.500.000
Port Authority conduit tax-exempt
IGSOURCE 501(c)(3) revenue bonds and
taxable revenue bonds
LL INFORMATION (E%PW N)
COST/REVENUE BUDfiETED (CIRCLE ONE�
ACTIVITY NUMBER
YEi NO
. �'s�at�h f.'�?�tt��
L. '�; ; .�83,'
1900LandmarkTowers Q O R t Te1:651-224-5686 �'��
345 St. Peter Street J `� q Fax: 651-223-5198
Saint Paul, Minnesota Q ,11� ,, Toll Free: 800-328-8417
55102-1667 a � s www.sppa.com
r �
2 �
/bS 1,1
August 15, 2002
Mr. Tony Schertler, interim Director
Planning & Economic Development Department
1300 City Hall Annex
25 West Fourth Street
Saint Paul. Minnesota 55102
RE: $2,500,000 CONDUIT 501(G)(3j TAX-EXEMPl' REVE1VllE BOND
AND TAXABLE REVENUE BOND ISSUES
BOARD OF SOCIAL MINISTI2Y
Dear Mr. Sc leri
We submit for your review and referral to the office of the Mayor, City Council,
and City Attorney's office, details pertaining to the issuance of conduit 501(c}(3)
tax-exempt revenue bonds and taxable revenue bonds in the approximate
amount of $2,500,000 to finance the purchase and renovation of an office facility
located in Shoreview, Minnesota. The Cify of Saint Paul's entitlement allocation
will not be affected by this appiieation.
in addition to the staff memorandum, we are attaching a draft copy of the
proposed City Council Resolution and a copy of the Resolution conducting the
required public hearing and authorizing the sale of the 501(c)(3) tax-exempt
revenue bonds and taxable revenue bonds in the amount of $2,500,000 that will
be considered by the Port Authority's Board on August 27, 2002. City Councii
will be required after the Port Authority's Board meeting of August 27, 2002.
Your expeditious handling of this matter will be appreciated.
Sincerefy,
��._�
Kenneth R.Johnson
President
KRJ:cp
Attachment
cc: Mayor Kelly
�� (����, � 1 y
: ^.�.—�$` 4 1 c �Ciiy vil';fli+
�eU V 6' � ���
23856.1.
os -'� �6
Resolution No.
RESOLUTION OF THE
PORT AUTHORITY OF THE CITY OF SAINT PAUL
[Board of Social Ministry]
1�/.1 t f.'�i
1. It has been proposed that the Port Authority of the City of Saint Paul (the "Port
Authorit}�') issue its Ta�c Exempt Revenue Bonds (Board of Social Ministry Corporate
Headquarters Project) Series 2002-5 (the "2002-5 Bonds") and its T�able Revenue Bonds (Boazd
of Social Miiustry Corporate Headquarters Project) Series 2002-6 (the "2002-6 Bonds", and
together with the 2002-5 Bonds, the `Bonds") in an aggregate principal amount of approxixnately
$2,500,000 and that the proceeds of such Bonds be loaned to the Boud of Social Minishy to
finance costs related to the acquisition by the Board of Social Ministry (the "Borrower'� of a 32,800
square foot office building located at 3530 Lexington Avenue, Shoreview, Minnesota (the
"ProjecY').
2. The Authority desires to facilitate the selecfive development of the City of Saint Paul
metropolitan area, to retain and improve its taic base and to help it provide the range of services and
employment opportunities required by its population, and the Project will assist in achieving that
objecrive by increasing the assessed valuation of the metro community; helping to maintain a
positive relafionship between assessed vaIuation and debt; and enhaucing the nnage and reputation
of the metro community.
3. The Project will result in additional employment opporiuniries in the City of
Shoreview, and the City Council of the City of Shoreview, following a public hearing on this issue
held on August 19, 2002, consented to the issuance of the Bonds by the Port Authority.
4. the Authority's Credit Committee has recommended the proposed issuance of revenue
•.��
5. Pursuant to a nofice published by the Port Authority on August 10, 2002 as amended
on August _, 2002, a public hearing has was held on the issuance of the Bonds, at which public
hearing all persons were given an opportunity to speak.
6. The Bonds will be issued and secured by the terms of an Indenture of Trust (the
"Indenture'� between the Port Authority and Wells Fazgo Bank Minnesota, Narional Association
(the "Trustee").
7. The Borrower and the Port Authority will also enter into a Loan Agreement (the
"Loan A�eemenY� in which the Bonower will agree to make all payments due on account of the
Bonds.
2246360v1
o�..�t�
8. The Bonds and the interesY on the Bonds shall be payable solely from the revenue
pledged therefor and the Bonds shall not constitute a debt of the Port Authority within the meaning
of any constiturional or statutory limitarion of indebtedness, nor shall the Bonds constitute nor give
rise to a pecuniary liability of the Port Authority, the City of Shoreview or the City of Saint Paul, or
a charge against their general credit or taYing powers and shall not consritute a charge, lien or
encumbrance, legal or equitable, upon any properry of the Port Authority, the City of Shoreview or
the City of Saint Paul other than their interest in said Project.
9. It is intended that interest on the 2002-5 Bonds be excluded from gross income of the
holders thereof for federal income taac purposes.
NOW, TI�REFORE, BE TI' RESOLVED BY 'THE BOARD OF COMNIISSIONERS OF
TE� PORT ALTTHORTTY OF'I'FIE CITY OF SAINT PAUL, AS FOLLOWS:
A. On the basis of information a�ailable to the Port Authority it appears, and the Port
Authority hereby finds, that: the Project constitutes properties, used or useful in connection with
one or more revenue producing enterprises engaged in any business within the meaning of
Minnesota Statutes, Sections 469.152 to 469.165 (the "AcY'); the Project fiuthers the purposes
stated in the Act; and it is in the best interests of the port district and the people of the City of
Shoreview and in furtherance of the general pfan of development to assist the Borrower in financing
the Project.
B. For the purpose of financing the Project, and paying certain costs of issuance and
other expenses in connection with the issuance of the Bonds, and provided that the Project and its
financing receive approval by the Department of Trade and Economic Develapment ("DTED"), the
Port Authority hereby authorizes the issuance, sale and delivery of the Bonds in an aggregate
principal amount of $2,500,000. The Bonds shall bear interest at such rates, shall be numbered,
shall be dated, shall mature, shall be subject to redemption prior to maturity, and shall be in such
form and ha�e such other details and provisions as may be prescribed in the Indenture, substantially
in the form now on file in the offices of the Port Authority.
C. Neither the Bonds, nor the interest thereon, shall constitute an indebtedness of the
Port Authority, the City of Shoreview or the City of Saint Paul within the meaiung of any
constitufional or statutory debt limitation; nor shall they consritute or give rise to a pecuniary
liability of the City of Shoreview, the City of Saint Paui, the Port Authority or a charge against their
general taa�ing powers and neither the full faith and credit nor the general taxing powers of the City
of Shoreview, the City of Saint Paul or the Port Authority is piedged to the payment of the Bonds or
interestthereon.
D. Forms of the following documents have been submitted to the Port Authority for
review and/or approval in connecfion with the sale, issuance and delivery of the Bonds:
1. the Joint Powers Agreement between the Port Authority and the City of
Shoreview;
2. the Bond Purchase Agreement to be entered into between the Port Authority,
the Bonower, Fahnestock & Co. (the "Underwritei'� (the `Bond Purchase AgreemenY�;
2246360v1
p�,_'�8'!0
the Indenture;
4. the Loan Agreement;
5. the Bonds; and
6. the Preliminary Official Statement to be used in mazketing the Bonds (the
"Official StatemenY�;
(coilectively, the "Documents'�.
E. It is hereby found, deternuned and declazed that:
1. The issuance and sale of the Bonds, the execution and delivery by the Port
Authority of the Documents, as applicable, and the performance of a11 covenants and
agreements of the Port Authority contained in the Documents, as applicable, and of all other
acts and things required under the Constitution and laws of the State of Minnesota to make
the Documents and the Bonds valid and binding obligations of the Port Authority in
accordance with their terms, aze authorized by Minnesota Statutes, Sections 469.152
through 469.165, as amended (the "AcY');
2. It is desirable that the Bonds be issued by the Port Authority upon the
general terms set forth in the Documents, as applicable;
3. Under the provisions of and as provided in the Documents, the Bonds aze
not to be payable from or a charge upon any funds other than the revenues pledged to the
payxnent thereof; no holder of the Bonds shall ever have the right to compel any exercise
by the City of Shoreview, the City of Saint Paul or the Port Authority of its taacing powers
to pay the Bonds or the interest or premium thereon, or to enforce payment thereof
against any properiy of the City of Shoreview, the City of Saint Paul or the Port Authority
except the interests of the Port Authority, the City of Shoreview or the City of Saint Paul
which haue been pledged to the Trustee under the Indenture; the Bonds shall not
constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City
of Shoreview, the City of Saint Paul or the Port Authority except the interests of the Port
Authority, the City of Shoreview or the City of Saint Paul which have been pledged to the
Trustee under the Indenture; the Bonds shall each recite that they are issued without
moral obligation on the part of the State or its political subdivisions, and that the Bonds,
including interest thereon, are payable solely from the revenues pledged to the payment
thereof; and the Bonds shall not constitute a debt of the City of Shoreview, the City of
Saint Paul or the Port Authority within the meaning of any constitufional or statutory
limitation.
F. The forms of the Documents and eachibits thereto are approved substantially in the
forms submitted and on file in the offices of the Port Authority, with such subsequent changes as
may be approved by Port Authority management and Bond Counsel as contemplated by pazagraph
H. The Chair and Secretary of the Port Authority, or such other officer as may be appropriate in the
absence of either the Chair or Secretary, are hereby authorized to execute the Documents (to the
2246360v1
d �-���
extent the Port Authority is a party thereto) in substantially the forms submitted, as modified
pursuant to paragraph H, and any other documents and certificates which in the opinion of Port
Authority management and Bond Counsel are necessary to the tru�saction herein described The
execution of any insmunent by the appropriate officer or officers of the Port Authority herein
authorized shall be conclusive evidence of the approval of such documents in accordance with the
terms hereof. The execution of any documents necessary for the transaction herein described by
individuals who were at the time of execution thereof the authorized officers of the Port Authority
shall bind the Port Authority, notwithstanding that such individua7s or any of them has ceased to
hold such office or offices prior to the authentication and delivery of the Bonds. Copies of all of the
documents necessary to the transacrion described shall be delivered, filed and recorded as provided
herein and in the Indenture.
G. The President and other officers of the Port Authority are authorized and directed to
prepare and fumish to the Underwriter and Bond Counsel certified copies of proceedings and
records of the Port Authority relating to the issuance of the Bonds and other hansactions herein
contemplated, and such other affidat�its and certificates as may be required to show the facts
relating to the legality of the Bonds and the other transacrions herein contemplated as such facts
appear from the books and records in the officers' custody and control or as otherwise laiown to
them; and all such certified copies, certificates and affidavits, including any heretofore furnished,
shall constitute representations of the Port Authority as to the truth of all statements contained
therein.
H. The approval hereby given to the various Aocuxnents refened to above includes
approval of such additional details therein as may be necessary and appropriate, and such
modifica6ons thereof, deletions therefrom and additions thereto as may be necessary and
appropriate and approved by the Port Authority's Fresident and Chief Financial Officer; and
includes approval of, among other things:
1. establishment of the final principal amount of the Bonds and the interest xate
to be borne thereby far the initial period, including the principal amount of the 2002-5
Bonds and the 2002-6 Bonds; provided that: (a) the maacimum agg�egate principal amount
of the Bonds shall not exceed $2,500,000; and (b) the that the masiruum interest rate on the
Bonds shall not exceed 12% per annuxn;
2. the establishxnent of the mahxrity schedule and call provisions to be
applicable to the Bonds; and
3. such related instcuments as may be required to satisfy the conditions of any
putchaser of the Bonds.
I. The Port Authority hereby consents to the distribution of the Official Statement, as
such Official Statement is finalized with the participation of Port Authority management and Bond
Counsel. The proposal of the Undeiwriter to purchase the Bonds upon the terms and conditions set
forth in the Bond Purchase Agreement is hereby found and determined to be reasonable and is
hereby accepted.
2246360v1
0�.�$�
7. The authority to approve, execute and deliver future amendments to fuiancing
documents entered into by the Port Authority in connection with the issuance of the Bonds and the
other transactions herein contempiated, is hereby delegated to the President of the Port Authoriry,
provided that: (a) such amendments either do not require the consent of the holders of the Bonds or,
if required, ffie consent of the required percentage of the holders of the Bonds has been obtained
with respect to such atnendment; (b) such amendments do not materially adversely affect the
interests of the Port Authority as the issuer of the Bonds; (c) such amendments do not contra�ene or
violate any policy of the Port Authority; and (d) such amendments are acceptable in form and
substance to Bond Counsel. The execution of any inshument by the President of the Port Authority
shall be conclusive evidence of the approval of such inshvments in accordance with the terms
hereof.
K. No covenant, sfipularion, obligation or agreement contained herein ar in the
Documents shall be deemed to be a covenant, stipulation, obligarion or agreement of any member
of the Board of Comxnissioners of the Port Authority, or any officer, agent or employee of the Port
Authority in that persons individual capacity, and neither the Board of Commissioners nor any
officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal
liability or accountability by reason of the issuance thereof.
Adopted: August 27, 2002
PORT AUTHORITY OF THE CITY
OF SAINT PAUL
Its Chair
I:�y�.�l
By
Its Secretary
2246360v1
s
SAINT PAUL
PORT AUTHORITY
MEMORANDUM
TO: CREDTI' COMMI'I"TEE
(Regular Meeting August 2Q 2002)
FROM: Peter M. Klein `
Laurie J. Hansen ���
Kenneth R. Johnso �-
DATE:
oa -'��'�
August 12, 2002
SLTBJECT: BOARD OF SOCIAL MIIVISTRY, INC. (BS1Vn
1) Authorization of the Issuance of Conduit Tax-Exempt and Taxable Bonds
in the Approximate Amount of $2,500,000
2) Approval of the Joint Powers Agreement with the City of Shoreview
Action Requested:
Provide approval for the Port Authority to issue approxunately $2,500,000 of conduit tax-exempt
and tasable bonds to be used for the purchase and improvement, including equipment, of a three-
story office building Iocated at 3530 Lexington Avenue in Shoreview, Minnesota. Additionally,
approve the Joint Powers Ag'eement with the City of Shoreview.
Public Purpose:
The refinancing will ailow BS3vi to control the ownership of its headquatcers rather than continuing
as a tenant and the associated higher costs and uncertainty.
Business SubsidY:
The proposed issuance of notes is for a not-for-profit organization and is exempt from treatment as
a business subsidy.
Backaround:
BSM was started in 1923 and is a Mivnesota nonprofit 501(c)(3) corporation. It is primarily in the
business of owning and operating heaith caze facilities that provide skilled nursing, convalescent
and rehabilitative care to elderly persons. Its facilities are located in the metropolitan area as well
as many out state communities. The Saint Paul facility is the Twin City Linnea Home.
Current Status•
The City of Shoreview is unable to issue additional ta.x-exempt obligations without jeopazdizing the
"bank qualified" status of the bonds that it has issued, and intends to issue, this year. Shoreview
has published its notice for a public hearing on this Project and intends to adopt the Joint Powers
Agreement with the Port Authority.
23794.1.
Proposai•
Type of Bonds:
Rate:
68..'18'�
The tax-exempt bonds will be sold on a negoriated basis to the retail,
$5,000 denominations, and insritutional marketplace. There will
also be a small, approximately $100,000, taxable bond to covez
expenses that aze not eligible for tax-exempt financing. An
allocation of tas-exexnpt authority from the State is not required.
Approxunately 7.00% on the tax-exempt bonds and 8.00% on the
taYable bonds.
Security: First secured interest and mortgage on the Project, including the
land, building and personal properiy associated with the Project.
Additionally, an irrevocable guarantee from the BSM.
Term:
Issuer:
Underwriter:
Underwriters Counsel:
Bond Counsel:
Borrower's Counsel:
Trustee:
30 years for the tas-exempt bonds. 5 yeazs for the tasable bonds.
Saint Paul Port Authority
Fahnestock & Co.
Kennedy & Graven.
L.eonard, Street and Deinard
Orbovich & Gaztner
Wells Fargo Bank Minnesota, N.A.
Conduit Financine:
The bonds will be a conduit financing of the Authority and will not constitute or give rise to a
liability of the Authority, the City of Shoreview, the City of Saint Paul or the State of Minnesota or
a charge against their general credit or taYing powers. The lenders will not have the right to
demand payment on the bonds out of any funds to be raised from tar.ation or from any revenue
sources other than those expressly pledged to payment of the bonds pursuant to the indenture.
The Port Authority will receive fees in the amount of 1/8th of a point ($3,125.00) at inception and
1/8th of a point on the outstanding balance, annually, for the life of the bonds.
Workforce Imnlications:
Approximately 60 jobs will be retained in the East Metro Community.
Policv Exceptions:
None.
Disclosure•
The Port Authority Commissioners by SEC rules aze obligated to disclose any risks ar facts you
may be aware of that would affect the probabiliiy of zepayment on these bonds.
Recotnmendation:
We recommend the approval of the Joint Powers Agreement with the City of Shoreview and the
authorizarion to issue approximately $2,500,000 of conduit taac-exempt and taxable bonds.
23]94.1.
�� , � +
��.Y<.-�.� �,�
oa -'1i
Resolution No. 3954
RESOLUTION OF THE
PORT AUTHORITY OF THE CITY OF SAtNT PAUL
[Board of Social Ministry]
WHEREAS:
1. it has been proposed that the Port Authority of the City of Saint Paul (the
"Port Authority') issue its Tax Exempt Revenue Bonds (Board of Social Ministry
CorQorate Headquarters Project) Series 2Q02-5 (the °2002-5 Bonds") and its Taxabie
Revenue Bonds (Board of Sociai Ministry Corporate Headquarters Project) Series
2002-6 (the "2002-6 Bonds", and together with fhe 2002-5 Bonds, the "Bonds") in an
aggregate principal amount of approximately $2,500,000 and that the proceeds of such
Bonds be loaned to the Board of Sociai Ministry to finance costs related to the
acquisition by the Soard of Social Ministry (the "Borrower") of a 32,800 square foot
o�ce buildis�g located at 3530 Lexington Avenue, S4�oreview, Minnesota (the "Project"}.
2. The Authority desires to facilitate the selective development of the City of Saint
Paul metropolitan area, to retain and improve its taac base and to help it provide the range of
services and employment opportunities required by its populafion, and the Project will assist in
achieving that objecfive by increasing the assessed valuaflon of the metro community; helping to
maintain a positive relationship between assessed valuation and debt; and enhancing the image
and reputarion of the metro community.
3. The Project will result in additional employment opportunities in the City of
Shoreview, and the City Council of the City of Shoreview, following a public hearing on this
issue held on August 19, 2002, consented to the issuance of the Bonds by the Port Authority.
4. the Authority's Credit Committee has recommended the proposed issuance of
revenue bonds.
5. Pursuant to a notice published by the Port Authority on August 10, 2002 as
amended on August _, 2002, a public hearing has was held on the issuance of the Bonds, at
which public hearing all persons were given an opportunity to speak.
6. The Bonds wiil be issued and secured by the terms of an indenture of Trust
(the "Indenture") between the Port Aufhority and Wells Fargo Bank Minnesota, National
Association (the'Trustee").
7. The Borrower and the Port Authority will also enter into a Loan Agreement
(the "Loan Agreement") in which the Borrower will agree to make ail payments due on
account of the Bonds.
23943.1.
6 a -��r6�
1. the Joint Powers Agreement between the Port Authority and the
City of Shoreview;
2. the Bond Purchase Agreement to be entered into between the Port
Authority, the Borrower, Fahnestock & Co. (the "Underv✓riter"} (the "Bond
Purchase Agreement");
3. the Indenfure;
4. the Loan Agreement;
5. the Bonds; and
6. the Preliminary Official Statement to be used in marketing the
Bonds (the "O�ciai StatemenY');
(collectively, the "Documents").
E. It is hereby found, defermined and declared that:
1. The issuance and sale of the Bonds, the execution and delivery by
the Port Autharity of the Documents, as applicab{e, and the perFormance of afl
covenants and agreements of the Port Authority contained in the Documents, as
applicable, and of ail other acts and things required under the Constitution and
laws of the State of Minnesota to make the Documents and the Bonds valid and
binding obligations of the Port Authority in accordance with their terms, are
authorized by Minnesota Statutes, Sections 469.152 through 469.165, as
amended (the "AcY');
2. It is desirable that the Bonds be issued by the Port Authority upon
the general terms set forth in the Documents, as applicable;
3. Under the provisions of and as provided in the Documents, the
Bonds are not to be payable from or a charge upon any funds other than the
revenues pledged to the payment thereof; no holder of the Bonds shall ever
have the right to compei any exercise by the City of Shoreview, the City of
Saint Paul or the Port Authority of its taxing powers to pay the Bonds or the
interest or premium thereon, or to enforce payment thereof against any
property of the City of Shoreview, the City of Saint Paul or the Port Authority
except the interests of the Port Authority, the City of Shoreview or the City of
Saint Pau! which have been pledged to the Trustee under the Indenture; the
Bonds shail not constitute a charge, lien or encumbrance, legal or equitabie,
upon any property of the Cify of Shoreview, the City of Saint Paul or the Port
Authority except fhe interests of the Port Authority, the City of Shoreview or
the Cify of Saint Paul which have been pledged to the Trustee under the
Indenture; the Bonds shall each recite that they are issued without moral
obligation on the part of the State or its political subdivisions, and that the
23943.1.
oa-���
2. the establishment of fhe maturity schedule and call provisions to
be applicabie to the Bonds; and
3. such related instruments as may be required to satisfy the
conditions of any purchaser of the Bonds.
(. The Port Authority hereby consents to the distribution of the Official
Statement, as such Officiai Statement is finafized with the psrticipation of Port Autharity
management and Bond Counsel. The proposal of the Underwriter to purchase the
Bonds upon the terms and conditions sef forEh in the Bond Purchase Agreement is
hereby found and determined to be reasonable and is hereby accepted.
J. The authority to approve, execute and deliver future amendments to
financing documents entered into by the Port Authority in connection wifh the issuance
of the Sonds and the other transactions herein contemplated, is hereby delegated to the
President of the Port Authority, provided that: (a) such amendments either do not
require the consent of the holders of the Bonds or, if required, the consent of the
required percentage of the holders of the Bonds has been obtained with respect to such
amendment; (b) such amendments do not materially adversely affect the interests of
the Port Authority as the issuer of the Bonds; (c) such amendments do not confravene
or violate any policy of the Port Authority; and (d) such amendments are acceptable in
form and substance to Bond Counsel. The execution of any instrument by the
President of fhe Port Authority shail be conclusive evidence of the approvai of such
instruments in accordance with the terms hereof.
K. No covenant, stipulation, obligation or agreement contained herein or in
the Documents shail be deemed to be a cavenant, stipulation, obligation or agreement
of any member of the Soard of Commissioners of the Port Authortty, or any officer,
agent or employee of the Porf Authority in that persons individual capacity, and neither
fhe Board of Commissioners nor any officer executing the Bonds shall be liable
personally on the Bonds or be subject to any personal liabi(ity or accountability by
reason of the issuance thereof.
23943. I.