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02-787��;��i����� OF Presented RESOLUTION NT PAUL, MINNESOTA �5 Refeaed To � Committee Date 1 WHEREA$: 3 1. By its Resolution No. 88-1823 adopted November 17, 1988, the Council of the City has previously 4 approved the issuance by the Port Authority of the City of Saint Pau1 (the "Authority") of its $1,400,0�0 5 Development Revenue Note (the "1988 Note"). 6 7 2. The Authority has now given its approval to the issuance of its economic development bonds (Second 8 Harvest Heartland Project) (the "Bonds"), which may be in the form ofbonds or notes, in the aggregate principal 9 amount of $2,60Q000, to (a) refund the 1988 Note; (b) to finance the renovation of the building located at 1140 l0 Gervais Avenue, Maplewood, Minnesota; and (c) finance the purchase of equipment (collectively, the "ProjecY') 11 for Second Harvest Heartland (the `Borrower"), a Minnesota nonprofit corporation; and 12 13 3. Laws of Minnesota 1976, Chapter 234, provides that any issue of revenue bonds authorized by the 14 Authority shall be issued only with the consent of the City Council of the City of Saint Paul, by resolution adopted 15 in accordance with law; and 16 17 4. Approval of the issuance of the proposedBonds by the City Council is also requiredby 3ection 147( fl 18 of the Internal Revenue Code of 1986, as amended; and 19 20 5. To meet the requirements of both state and federal law, the Port Authority has requested that the City 2t Council gives its requisite approval to the issuance of the proposed Bonds by the Port Authority, subject to final 22 approval of the details of said Bonds by the Port Authority. 23 2a NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Saint Paul that, in accordance with 25 the requirements of Section 147(� of the Internal Revenue Code of 1986, as amended, and in accardance with 26 Laws of Minnesota 1976, Chapter 234, the City Council hereby approves the issuance of the aforesaid Bonds by 27 the Port Authority for the purposes described in the Port Authority resolution adopted August 27, 2002, the exact 28 details of which, including but not limited to, provisions relating to principal amount, maturities, interest rates, 29 discount, redemption, and the issuance of additional bonds are to be deternuned by the Port Authority, and the City 30 Council hereby authorizes the issuance of any additional bonds (including refunding bonds) by the Port Authority 31 found by the Port Authority to be necessary for carrying out the puiposes for which the aforedescribed Bonds are 3z issued. 33 34 Adopted: August 28, 2002 Council File # Oa,— `� Green Sheet # 101344 23883.1. �'�g������ aa .'lg? Yeas Nays Absent Benanav � Blakey � Bostrom Coleman ✓ Hanis ✓ Lantry ✓ Reiter C� a- � a Requested by Department of: By: �J Form Approved by City Attomey � By `��--- J _ 23883.1 ez -'lK? DEPARTMINTIOFFICEICOUNCIL DATE INIMTm Peter M. Klein 8(15l02 GREEN SHEET No 10 i 344 COMACT PERSON & PHONE Nmawr. In� Peter M. Klein (651)224-5686 1, 4�� MUST � CIXINLYLAGFNDABY(OATq � ❑ Au st 28, 2002 - C """'�" n2 �,,�,�,�,, �„� xw�mewa ❑ g 1 `1 ❑ namNc �� wuxcu�an�u¢RSw� AuxuN.aF0.V/.�CCra � WvatlatASasTAxr) ❑ TOTAL # OF SIGNATURE PAGES 1 (CLJP ALL LOCATIONS FOR SIGNATUR� CTION REQUESTm Approval of the issuance of approximately $2,600,000 of conduit tax exempt 501(c)(3) revenue bonds for Second Harvest Heartland for the refinancing, renovation and equipping of an office and production facility located in Maplewood, Minnesota. RECOMMENDATION Approve () a Reject (R) PEIISONALSERViCE CONiRACTS MUSTANSWER THE FOLLAWIN6 QUESRONS� 1. FI� th� persoMrm ever xorked under a contract for this department'7 PtANNINGCOMMISSION YES NO CIBCAMMITTEE , 2. HesMispeisoruhrme�erbeenacilyempbyeM CIVILSERVICECOMMISSION YE5 No . Port Authority 3. oces Mis pe�s«vfin„ o� a ,� , amia�yo�d q a„y ��,re�,c ary �„pbyee� YES NO a. �s mis a��rm a targetea venaort " , YES � F�rylain all yec answers m sepaiate sheet arM attach to prcen sheet INITIATING PROBLEM ISSl1E, OPPORTUNIiY (Wfw, What, When, Where, Why) The issuance of the bonds will allow the refinancing, renovation and equipping of the Maplewood headquarters, which will become the primary distribution facility for the metropolitan area. ADVANTAGESIFAPPROVED � As a result of the refinancing and renovation, Second Harvest will be able to merge its Minneapolis operations into this Metro East location. DISADVAMAGES IF APPROVED None DISADVANTAGES IF NOT APPROVEp The goal of reducing hunger and waste �rill be hindered. TOTAL AMOUNT OF TRANSACTION S 2 s OO � OOO WET/REVENUE BUDf3Efm (GRCLE ON� YES NO Port Authority conduit tax-exempt - FUNDIN650URCE 501(c)(3) revenue bonds ncrmnNUies� FINANGAL INFORMATON (IXPWN) ��Qr'���5 { LJ ° � 4L�� Al3G � � 2Q02 1900 LandmarkTowers p 0 R T Te1:651-224-5686 Q'„ �1r� 345 St. Peter Street �� 9 Fax: 651-223-5798 Saint Paul, Minnesota Q - ,11� s Toll Free: 800328-8477 55102-1661 � � x www.sppa.com r � z � �b �Y 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: $2,600,000 CONDUIT 501(c)(3) REVENUE BOND ISSUE SECOND HARVEST HEARTLAND Dear Mr. S rtler`. �� V �� We submit for your review and referral to the office of the Mayor, City Council, and City Attorney's office, defails pertaining to the issuance of conduit 501(c)(3) revenue bonds in the approximate amount of $2,600,000 to finance the renovation of an ofFice and production facflity located in Maplewood, Minnesota. The City of Saint Paul's entitlement ailocatien will not be affected by this application. In addition to the staff inemorandum, we are attac4�+ng a draft copy of the proposed City Council Resolution and a copy of the Resolution and a copy of the Resolution conducting the r�quired public hearing and authorizing the sale of the 501(c)(3) revenuE bonds in t�e amour�f a�f $2,600,OOG that wili be considered by the Port Authority's Boaru oro August �7, 2002. City Council action 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 Attachmert cc: Mayor KelVy 23859.1. Cc��� €�s��c?' ;'°,t�' �UG 2 � 2��� o�-��''1 Resolution No. RESOLVTION OF THE PORT AUTHORITY OF THE CTTY OF SAINT PAUL [Second Harvest Heartland] WF3EREAS: 1. In connecrion with the issuance of the 1988 Note, the Port Authority of the City of Saint Paul {the "Port Authorit}�') entered into a Joint Powers Agreement with the City of Mapiewood ("Maplewood"), pursuant to which the Port Authority issued its $1,400,000 Development Revenue Note (the "1988 Note") to finance the acquisirion and renovation of a 64,000 squaze foot facility located at 1140 Gervais Avenue in the City to provide a centralized facility to distribute emergency food supplies to citizens of the cities of Maplewood and Saint Paul, Ramsey County and the State of Minnesota (the "ProjecY') for Emergency Fund Service, Inc., whose operations haue been taken over by Second Harvest Heartland (the "Borrower"). 2. It has now been proposed by the Borrower that the Port Authority issue its Economic Development Revenue Note (the "Note") in the aggregate principal amount of approximately $2,600,000, and that the proceeds of the Note be loaned to the Borrower to (a) refund the 1988 Note; (b) finance the renovation of the building located at 1140 Gervais Avenue in Maplewood; and (c) finance the purchase of equipment to be used at that building, all pursuant to Chapters 469 and 475 of the Minnesota Statutes (the "AcY'). 3. To facilitate the financing of the Project by the Borrower, Maplewood, after considerarion of this issue at a public hearing, has agreed to enter into a Joint Powers Agreement (the "Joint Powers AgreemenY) whereby Maplewood has authorized and consented to the issuance of the Note on the terms set forth therein. 4. The Note will be purchased by Wells Fargo Brokerage Services, LLC(Public Finance Division (the "Lender"). 5. The Borrower and the Port Authority will enter into a Loan Agreement (the "Loan AgreemenY') in which the Bonower will agree to make all payments due on account of the Note. The Port Authority's interest in the Loan Agreement (except for the Port Authority's right to receive payment of certain fees and expenses as well as its right to indemnification) will be assigned to the Lender pursuant to a Pledge Agreement between the Port Authority and the Lender. 6. The Note will be additionally secured by a Moftgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents (collectively the "Mortgage") given by the Bonower in fa�or of the Port Authority or the Lender. If the Mortgage runs in favor of the Port Authority, in the first instance, the Port Authority shall 2248365v1 1 oa..18'� assign the Mortgage to the Lender pursuant to an Assignment of Mortgage (the "Assignment of Mortgage"). 7. T'he Port Authority desires to facilitate the active promotion, attraction, encouragement, and development of economically sound industry and commerce through govercuuental action for the purpose of preventing the emergence of blighted and marginal lands and azeas of chronic unemployment in the City of Saint Paul and the metro east community, and the Project will assist in achieving that objective by encouraging the provision of needed services to the population of the City of Saint Paul and the metro east commuruty. 8. The Port Authority's Credit Committee has previously given approval to the proposed issuance of the Note. 9. Pursuant to the requirements of Secrion 147(fl of the Internal Revenue Code of 1986, as amended, and pursuant to a notice published by the Port Authority not less than 15 days prior to the public hearing, a public hearing was held on August 27, 2002 on the issuance of the Note, at which public hearing all persons were given an opportunity to speak. 10. The Note and the interest on the Note shall be payable solely from revenues derived from the Loan Agreemerit and Mortgage and shall not constitute a debt of the Port Authority within the meaning of any consritutional or statutory lixnitation of indebtedness, nor shall the Note constitute nor give rise to a pecuniary liability of the Port Authority, the City of Saint Paul, the City of Maplewood or a charge against their general credit or tasing powers and shall not constitute a charge, lien or encumbrance, legal ar equitable, upon any properiy of the Port Authority, the City of Saint Paul or Mapiewood other than their interest in the Project pursuant to the Loan Agreement and Mortgage. 11. It is intended tkat interest on the Note be excluded from gross income of the holders thereof for federal income t� purposes. NOW, THEREFORE, BE TI' RESOLVED BY THE BOARD OF COMMIS5IONERS OF THE PORT AUTHORTI'Y OF THE CITY OF SAINT PAUL, AS FOLLOWS: A. On the basis of information available 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 the Act; the Pro}ect furthers the purposes stated in the Act; and it is in the best interests of the port dislrict and the people of the City of Maplewood and in furtherance of the general plan of development to assist the Borrower in financing the Project. 2248365v1 2 Oa--'1fCZ B. For the purpose of financing the Project, and paying certain costs of issuance and other expenses in connection with the issuance of the Note, and provided that the Project and its financing receive approval by the Department of Trade and Economic Development ("DTED"), the Port Authority hereby authorizes the issuance, sale and delivery of the Note in an aggregate principal amount of approximately $2,600,000. C. The terms of the Note, including the principal amount thereof, the interest rate, the mahuity and the amortization schedule shall be deteimiued by the President and Cluef Financial Officer of the Port Authority, in consultation with bond counsel and counsel to the Port Authority, to be such terms as aze acceptable to the Port Authority, the Borrower and the Lender. In no event, however, shall the interest rate on the Note exceed 12.5%. D. The Note shall be payable solely from revenues derived pursuant to the Loan Agreement, the Mortgage and any Pledge Agreement. Neither the Note, nor the interest thereon, shall constitute an indebtedness of the Port Authority or the City within the meaning of any constitutional or statutory debt limitation; nor shall they constitute or give rise to a pecuniary liability of the Port Authority or the City or a charge against their general taxing powers and neither the full faith and credit nor the general taxing powers of the Port Authority or the City is pledged to the payment of the Note or interest thereon. E. Forms of the following documents (the "Documents") have been submitted to the Port Authority for review and/or approval in connection with the sale, issuance and delivery of the Note: 1. the Joint Powers Agreement; 2. the Loan Agreement; 3. the Note(s); and 4. the Mortgage. F. It is hereby found, deterxnined and declared that: 1. The issuance of the I3ote, the execution and delivery by the Port Authority of the Documents, as applicable, and the performance of all covenants and agreements of the Port Authority contained in the Documents, as applicable, and of all other acts and things required under the Consritution and laws of the State of Minnesota to make the Documents and the Note valid and binding obligations of the Port Authority in accordance with their terms, are authorized by the Act; 2248365v1 3 �a -'�e''1 2. It is desirabie that the l�ote be issued by the Port Authority upon the general terms set forth in the Documents, as applicable; and 3. Under the provisions of and as provided in the Documents, the Note are not to be payable from or a charge upon any funds other than the revenues piedged to the payment thereof; no holder of the Note shail ever have the right to compel any exercise by the Port Authority, the City of Saint Paul or Maplewood of its ta�cing powers to pay the Note or the interest or prexnium thereon, or to enforce payment thereof against any properiy of the Port Authority the City of Saint Paul or Maplewood; the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Port Authority, the City of Saint Paul or Maplewood; the Note shall each recite that they aze issued without moral obligarion on the part of the State or its political subdivisions, and that the Note, including interest thereon, aze payable solely from the revenues pledged to the payment thereof; and the Note shall not consfitute a debt of the Port Authority, the City of Saint Paul or Maplewood within the meaning of any constitutional or statutory limitation. G. The forms of the Documents and exhibits thereto are approved substantially in the forms submitted and on file in the offices of Port Authority, with such subsequent changes as may be approved by the President and Chief Financial Officer of the Port Authority, and Bond Counsel, as contemplated by paragraph I. 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 extent the Port Authority is a pariy thereto) in substantially the forms submitted, as modified pursuant to paragraph I, and any other documents and certificatas which in the opinion of Port Authority management and Bond Counsel are necessary to the transaction herein described The execution of any instrument by the appropriate officer or officers of the Port Authority herein authorized shall be conclusive evidence of the approval of such docuxnents in accordance with the terms hereof. The execution of any documents necessary for the transactian 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 individuals or any of them has ceased to hold such office or offices prior to the delivery of the Note. Copies of all of the documents necessary to the transaction described shall be delivered, filed and recorded as provided herein. H. The President and other officers of the Port Authority are authorized to prepare and fmnish to Bond Counsel certified copies of proceedings and records of the Port Authority relating to the issuance of the Note and other transactions herein contemplated, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Note and the other transactions herein contemplated as such facts appear from the books and records in the officers' custody and control or as othenvise lrnown to them; and all such certified copies, certificates and affidavits, 2248365vi 4 w.-��� including any heretofore fiirnished, shall constitute representations of tYte Port Authority as to the truth of all statements contained therein. I. The approval hereby given to the various Documents refened to above includes approval of such additional details therein as may be necessary and appropriate, and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the Port Authority's President and Chief Financial Officer. J. The authority to approve, execute and deliver future amendments to financing documents entered into by the Port Authority in connection with the issuance of the Note and the other transactions herein contemplated, is hereby delegated to the President of the Port Authority, provided that: (a) such amendments do not require the consent of the Lender or, if required, such consent has been obtained; (b} such amendments do not materially adversely affect the interests of the Port Authority as the issuer of the Note; (c) such atnendments do not contravene 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 instnuuent by the President of the Port Authority shall be conclusive evidence of the approval of such insiruments in accordance with the terms hereof. K. No covenant, stipula6on, obiigation or agreement contained herein or in the Documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the Board of Commissioners of the Port Authority, or any officer, agent or employee of the Port Authoriry in that persons individual capacity, and neither the Board of Commissioners nor any officer executing the Note shall be liable personally on the Note ar be subject to any personal liability or accountability by reason of the issuance thereof. Adopted: August 27, 2002 PORT AI3THORITY OF THE CITY OF SAlNT PAUL Its Chair ATTEST: By Its Secretary 2248365v1 5 SAIiVT PAt1I, PORT AUTHORITY � .•� . , TO: CREDTT CONtMIT`TEE (Regulaz Meeting August 20, 2002) Peter M. Klein � Laurie J. Hansen ; KennethR. John o �fl� fG DATE: aa-�s� August 12, 2002 FROM: SUBJECI': SECONI3 HARVEST HEARTLAND 1} Authorization of The Issuance of Conduit Tag-Exempt NoEes in the Approximate Amount of $2,600,000 2) Approval of the Joint Powers Agreement with the City of Maplewood Action Re4uested: Provide approval far the Port Authority to issue approximately $2,600,000 of conduit tax-exempt notes to be used for the refinancing of existing debt and the improvement, including equipment, of the Second I3arvest facility located at 1140 Gervais Avenue in Maplewood, Miimesota. � Addirionaily, approve the 7oint Powers Agreement with the City of Maplewood. Public Purnose: The refinancing will allow Second Harvest to reduce its financing costs and combine its Saint Paul and Minneapolis operations into one facility which will reduce costs and enhance its ability to provide ses�vices to the community. Business Subsidv: The proposed issuance of notes is for a not-for-profit organization and is exempt from treahnent as a business subsidy. BackEround: Second Harvest Heartland is a Miiniesota nonprofit 501(c)(3) corporation that was formed on October 1, 2001 as a result of the merger of Second Harvest Mimieapolis with Second FIarvest Saint Paul. The previous enrities had operated for over 20 years in the community. Its mission is the alleviation of hunger and preventing food waste in the Twin Cities metro azea. In 1988, the Port Authority issued $1,395,000 of bonds (876 Bond Fund) for the purchase of the Maplewood facility by Second Harvest Saint Paul {Emergency Fund Services, Inc.). Second Harvest will use the pmceeds of the proposed notes to retire its obligarion on the 1988 bonds. Current Status• The combined organization, Minneapolis and Saint Paul, conducted a facility study and concluded that the Maplewood site was the best facility option for its needs. The Minneapolis operation's lease expires at the end of this year. The City of Maplewood is unable to issue additional tas- exempt obligations without jeopardizing the "bank qualified" status of the bonds that it has issued, and intends to issue, this year. Maplewood has published its norice for a public hearing on this Project and intends to adopt the Joint Powers Agreement with the Port Authority. 2381'1.1. ProposaI: Type of Notes: Rate: Security: Term: Issuer: Underwriter: Remarketing Agent: Bond Counsel: Borrower's Counsel: The notes will be tax-exempt and will be sold on a private placement with qualified investors. An allocarion of taac-exempt authority from the State is not required. Approximately 6.00% First secured interest and mortgage on the Project, inclnding the land, building and personal properiy associated wit� the Proj ect. 15 yeazs with a 20 year amortizarion Saint PauT Port Authority Wells Fargo Brokerage Services, LLC / Public Finance Division Wells Fazgo Brokerage Services, LLC/ Public Finance Division Leonard, Street and Deinazd Lindquist & Vennum Conduit Financing: The notes will be a conduit financing of the Authority and will not consritute or gve rise to a liabiliTy of the Authority, the City of Maplewood, the City of Saint Paul or the State of Minnesota or a charge against their general credit or taxing powers. The lenders will not haue the ri�t to demand payment on the notes out of any funds to be raised from tasation or from any revenue sources other than those expressly pledged to payment of the notes pwsuant to the funding a�eement. The Port Authority will receive fees in the amount of 1/8th of a point ($3,250.00) at inception and 1/8th of a point on the outstanding balance, annually, for the life of the notes. Workforce Imnlications: Approximately 66 jobs will be retained in the East Metro Community and 14 additional jobs will be transfened from Minneapolis. PolicV Exceptions: None. Disclosure• The Port Authority Conunissioners by SEC rules aze obligated to disclose any risks or facts you may be aware of that would affect the probability of repayment on these notes. Recommendation: We recommend the approval of the Joint Powers Agreement with the City of Maplewood and the authorization to issue approxisnately $2,600,000 of conduit taY-exempt notes. oa. -'1 r't 23811.1. ��, ,, ��. �' � �� c,r�� >--� "�� �m � �. �J � a, _'tFf� ResolutionNo_ 3955 RESOLUTION OF TAE POBT AUTHORITY OF THE CITY OF SAINT PAUL [Second Harvest Heartlandj WIIEREAS: I. In connection with the issuance of the 1988 Note, the Port Authority of the City of Saint Paul (the "Port Authorit}�') entered into a Joint Powers Agreement with the City of Maplewood ("Maplewood"), pursuant to which the Port Authority issued its $1,400,OQ0 Development Revenue Note (the "1988 Note") to finance the acquisirion and renovation of a 64,000 square foot facility located at l I40 Gervais Avenue in the City to provide a centralized facility to distribute emergency food supplies to citizens of the ciries of Maplewood and Saint Paul, Ramsey County and the State of Minnesota (the "ProjecY') for Emergency Fund Service, Inc., whose operations have been taken over by Second Harvest Heartland (the "Borrower"). 2. It has now been proposed by the Borrower that the Port Authority issue its Economic Development Revenue Note (the "Note'� in the aggragate principal amount of approximately $2,600,000, and that the proceeds of tlte Note be loaned to the Borrower to (a) refund the 1988 Y3ote; (b) finance the renovation of the building located at 1140 Gervais Avenue in Maplewood; and (c) finance the purchase of equipment to be used at that buiiding, all pursuant to Chapters 469 and 475 of the Minnesota Statutes (the "AcY'). 3. To facilitate the financing of the Project by the Bonower, Maplewood, after consideration of this issue at a public hearing, has agreed to enter into a Joint Powers Agreement (the "Joint Powers AgreemenY) whereby Maplewood has authorized and consented to the issuance of the Note on the terms set forth therein. 4. The Note will be purchased by Wells Fargo Brokerage Services, LLC/Public Finance Division (the ",Lender"). 5. The Borrower and the Fort Authority will enter into a I,oan Agreement (the "Loan AgreemenY'} in which the Borrower will agree to make all payments due on account of the Note. The Port Authority's interest in the Loan Agreement (except for the Port Authority's right to receive payment of certain fees and expenses as well as its right to indemnification) will be assigned to the Lender pursuant to a Pledge Agreement between the Port Authority and the I.ender. 6. The Note wiil be additionally secured by a n4ortgage, Security Agreement, Fixture Financing Statement and Assignment of I,eases and Rents (collectively the "Mortgage") given by the Bonower in favor of the Port Authority or the Lender. If the Mortgage runs in favor of the Port Authority, in the first instance, the Port Authority shall 23942.'i. a assi� the Mortgage to the I.enfler pursuant to an Assignment of Mortgage (the "AssignFnent of Mortgage"). 7. The Port Authority desires to faciIitate the acrive promotion, attraction, encouragement, and development of economically sound industry and commerce through governrr�ental action for the purpose of prevenring the emergance of bIighted and marginal lands and areas of chrorcic unempioyment in the City of Saint Paul and the metro east community, and the Project will assist in achieving that objective by encouraging the provision of needed services to the population of the City of Saint Paui and the metro east community. 8. The Port Authority's Credit Committee has previously given approval to the proposed issuance of the Note. 9. Pursuant to the rec3uirements of Section 147(fl of the Internal Revenue Code of 1986, as amended, and pursuant to a notice published by the Port Authority not less than 15 days prior to the public hearing a public hearing was held on August 27, 2002 cin the issuance of rhe Note, at which public hearing ail persons were given an oppoxtunity to speak. 10. The Note and the interest on the Note shall be payable soIely from revenues derived.from the Loan Agreement and Mortgage and shall not constitute a debt of the Port Authority within the meaning of any constitutional or statutory Iunitation of indebtedness, nor shall the Note constitute nor give rise to a pecuniary liability of the Port Authority, the City of Saint Paul, the City of Maplewood or a charge against their general credit or taYing powers and ska11 not constitute a charge, lien or encumbrance, Iegai or equitabie, upon any property of the Port Authority, the City of Saint PauI or Maplewood other than their interest in the Project pursuant to the Loan Agreement and Mortgage. 11. It is intended that interest on the Note be excluded from gross income of the holders thereof for federal income taY purposes. NOW, TT�EREFORE, BE IT RESOLVED BY TI� BOARD OF CONIMISSIONERS OF THE PORT AUTHORITY OF THE CITY OF SAINT PAUL, AS FOLLOWS: A. On the basis of information available to the Port Authority it agpears, and the Port Authority hereby finds, that: the Froject constitutes properties, used or useful in connection with one or more revenue producing enterprises engaged in any business within ttie meaning of the Act; the Project furthers the purposes stated in the Act; and it is in the best interests of the port district and the people of the City of Maplewood and in furtherance of the general plan of development to assist the Boaower 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 Note, and provided 239421. .,. that the Project and its financing receive approval by the Department of Trade and Economic Development ("DTEB"}, the Port Authority hereby authorizes the issuance, sale and delivery of the Note in an aggregate principal amount of approximately $2,500,000. C. The terms of the Note, including the principal amount thereof, the interest rate, the maturity and the amortization schedule shall be detemuned by the President and Chief Financial Officer of the Port Authority, in consultation with bond counsel and counsel to the Port Authority, to be such terms as are acceptable to the Port AuthoriTy, ttte Borrower and the Lender. In no event, however, shall the interest rate on the Note exceed 12.5%. D. The Note shall be payable solely from revenues derived pursuant to the Loan Agreement, the Mortgage and any Pledge Agreement. Neither the Note, nor the interest thereon, shall constitute an indebtedness of the Port Authority or the City within the meaning of any constitutional or statutory debt limitation; nor shall they constitute or give rise to a pecuniary liability of the Port Authority or the City or a chazge against their general taacing powers and neither the full faith and credit nor the general taxing powers of the Port Authority or the City is pledged to the payment of the Note or interest thereon. E. Forms of the following documents (the "Bocuments") have been submitted to the Port Authority far review and/ar approval in connection with the sale, issuance and delivery of the Note: l. the Joint Powers Agreement; 2. the Loan Agteement; 3. the Note(s); and 4. the Mortgage. F. It is hereby found, determined and declared that: 1. The issuance of the Note, the execution and delivery by the Port Authority of the Documents, as applicable, and the performance of all 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 Docuxnents and the Note valid and binding obligations of the Port Authority in accordance with their terms, are authorized by the Act; 2. It is desirable that the Note be issued by the Port Authority upon the general terms set forth in the Documents, as applicable; and OS' �� 23942.1. 3. Under the provisions of and as provided in the Documents, the Note are not to be gayable from or a charge upon any funds other than the revenues pledged to the payment thereof; no holder of the Note shall ever haue the right to compel any exereise by the Port Aufhority, the Ciiy of Saint Paul or Maplewood of its ta�cing powers to pay the Note or the interest or premium thereon, or to enforce payment thereof against any properiy of the Port Authority the City of Saint Paul or Maplewood; the Note shall not constitute a charge, lien or encumbrance, legal or equitable, upon any properry of the Port Authority, the City of Saint Paul or Maplewood; the Note shall each recite that they are issued without moral obligarion on the part of the State or its political subdivisions, and that the Note, including interest thereon, aze payable solely from the revenues pledged to the payment thereof; and the Note shall not constitute a debt of the Port Authority, the City of Saint Paul or Maplewood wittvn the meaning of any constitutional or statutory lunitation. CT. The forms of the Documents and exhibits thereto are approved substantially in the forms submitted and on file in the offices of Port Authority, with such subsequent changes as may be approved by the President and Chief Financial Officer of the Port Authority, and Bond Counsel, as contempiated by pazagraph I. 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, aze hereby authorized to execute the Documents (to the extent the Port Authority is a party thereto) in substantially the forms submitted, as modified pursuant to paragraph I, and any other documents and certificates which in the opinion of Port Authority management and Bond Counsel are necessary to the iransaction herein described The execution of any instrument 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 execurion thereof the authorized officers of the Port Authority shall bind the Port Authority, notwithstanding that such individuals or any of them has ceased to hold such office or offices prior to the delivery of the Note. Copies of all of the documents necessary to the transacrion described shall be delivered, filed and recorded as provided herein. H. The President and other officers of the Port Authority are authorized to prepare and fiunish to Bond Counsel certified copies of proceedings and records of the Port Authority relating to the issuance of the Note and other transactions herein contemplated, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Note and the other transactions herein contemplated as such facts appeaz from the books and records in the officers' custody and control or as otherwise lmown to them; and all such certified copies, certificates and affidavits, including any heretofore fiunished, shall constitute representations of the Port Authority as to the truth of all statements contained therein. 23942.1. o s..' I. The approval hereby given to the various Documents referred to above includes approval of such additional details therein as may be necessary and appropriate, and such modifications thereof, deletions therefrom and addirions thereto as may be necessary and appropriate and approved by the Port Authority's President and Chief Financial Officer. J. The authority to approve, execute and deliver future amendments to financing documents eneered into by the Port Authority in connection with the issuance of the Note and the other transactions herein contemplated, is hereby delegated to the President of the Port Authority, provided that: (a) such amendments do not require the consent of the Lender or, if required, such consent has been obtained; {b) such amendments do not materially adversely affect the interests of the Port Authority as the issuer of the Note; (c) such amendments do not contravene or violate any poIicy of the Port Authority; and (d) such amendments aze acceptable in form and substance to Bond Counsel. The execution of any instrument by the President of the Port Authority shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. K. No covenant, stipulation, obligation or agreement contained herein or in the Documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the Board of Commissioners of the Port Authority, or any officer, agent or employee of the Port Authority in that persons individual capaciiy, and neither the Board of Commissioners nor any officer executing the Note shall be liable personally on the Note or be subject to any personal liahility or accountability by reason of the issuance thereof. Adopted: August 27, 2002 PORT AUTHORITY OF THE CITY OF SA1NT PAUL BJ f A / 1. .b.ti� Its ice Chair ATTEST: By ' Its Secret •y 23942.'I.