|
fl. The proceeds derived from. the. saleof the Bonds will be.loaned by the City to the Borrower pursuantto the:ternts of a
<br />[,oan Agreement, dated as:of April 42002 (tire "Loan Agreement'), between the City and.the. Borrower.
<br />Q. Tlie Mayor and City. Clerk are hereby authorized and directed.to execute and deliver the Loan Agreement:, the. -Joint.
<br />;,.:. Powers Agreement, datedAs:of April .1; 2002.(the "JoinuPowers Agreement"), between the City and White Bear Lake,
<br />and the .Bond Purchase Agreement, dated on or afterApril. l; 2002 (the "Bond Purchase Agreement"), between the City,
<br />Miller Jolinson Steichen Kinnard, Inc., as.original purchaser (the.".Original .Purchaser"), and the Borrower. Alloftlte
<br />provisions; of the Loan.Agreement, the Joint Powers Agreement, and the Bond Purchase Agreement, when executed and
<br />delivered as authorized herein;shall be deemed to be a part of this resolution as fully and to the same extent as. if
<br />incorporated verbatim, herein and shall be ill full force and effect from the date of execution and.delivery titereof The.
<br />Loaii Agreement, the Joitu'Po%vers Agreement, and the Bond Purchase Agreementshall be substantially in the forms on
<br />file with the -City, which .are hereby *approved;. with such omissions and insertions as do not materially change the.
<br />substance thereof, or as the Mayor acid the. City Clerk, in their discretion, shall.. detennine; and the execution. thereof by
<br />the Mayor and. the City Clerk shall be conclusive evidence of such determination..
<br />10.. The Mayor and the City Clerk of the City are hereby -authorized to execute.and del iver, on behalf ofthe City, such -other
<br />documents as are necessary orappropriate in connection with theissuance,.sale, and del ivery..ofthe..Bonds; including
<br />die City. Tax. Certificate, the Tax Exemption Agreement, the: Information: Return. -for Tax -Exempt lrrivate.Activiry Bond
<br />Issues, Form 8.038 (Rev. January241)?), and all other documents. and: certificates as: shall be necessary and appropriate
<br />in connection With the issuance, sale, and.delivery ofthe Bonds. The City hereby :approves the execution and delivery
<br />by the Trustee ofthe Indenture and all other instruments, certificates, and.docti ments:prepared its conjunction with the
<br />issuance oftlte Bottds:t}tat.require execution by tht,rruste.e. TIie.Cityhereby authori7xs Kennedy & Graven, Chartered,
<br />as bond counsel of :the City, to prepare, execute; and deliver. its. approving legal opinion with .respect to the Bonds.
<br />L. The {Miry has not participated in the preparation of the Prelitninary Official Statentent,the Official Statement, or any other
<br />disclosure documentprepared with respect to the offer and sale ofthe Bonds (collectively, the "Official Statetrient"), and
<br />has made no::.ittdependettt investigation with respect to the information contained therein, including the appendices
<br />thereto; and the City assutnes'no responsibility for.the.sufficiency, accuracy, or completeness of-sucli information,
<br />Subject to the foregoing, the City hereby consents to the distribution and the useby the Original'Purchaserin connection
<br />With the sale of the Bonds of the Official Statement, in the form on file with the City. The City hereby.approves<tlie
<br />Continuing Disclosure Agreement,.dated'as.of April 1, 2002 (the ".Continuing Disclosure Agreement"), between the
<br />Borrower and the Trustee, in the form nowon file with the City; and her.6y.4uthorizes the Trustee to execute and deliver
<br />the Continuing Disclosure. Agreement'..
<br />121. Except as otherwise provided in this resolution, all..rights,po..wersand..privileges.conferred and duties and liabilities.
<br />imposed upon the City or the City Council by theVrovisiottsofthis resolution or ofthe aforementioned documents.sliall
<br />be exercised or performed by the City or by such members of the:City Council, or such officers, eniployees,.board, body
<br />or agency thereof as may be required or authorized by law to exercise such powers and to perform such duties:
<br />No covenant,stipulation, obligation oragreementherein contained or:contained i»tht tiforementi.oneddocumentsshall
<br />be deemed ta:be-a covenant, stipulation, obligation or.agreementofany inember ofthe-City Council oftlie City, or any
<br />of(ic.er, agentor employee oftlte..City.in.-that persott's individual capacity, and neitlier'tlie City-Couiicil of tht Citydor
<br />anv.officer or.einployee.executing the Bonds: shall be liable personally oti the. Bonds or be'subject to any personal
<br />liabiI ity or accountability by reason of the issuance thereof.
<br />No provision; covenant or agreement contained:in the aforementioned documents; the Bonds.or in.any other document
<br />relating to the Bonds, and no obligation therein or herdin.iinposed upon the .Citvor the breach thereof; shall constitute
<br />or 4.;ive rise to -any pecuniary liability ofthe City or anycharge upon its.general credit or taxing powers. .In snaking the
<br />azreements, provisions, dovettants andrepresentations set forth in such documents, the City has not obligated itself to
<br />pay or remit any funds or revenues,.other than funds and revenues derived from the Loan Agreement, th.e Mortgage and
<br />the SuborditiateMortgege which are to be applied to thepaymentofthe .Bonds , as provided therein arid imtlte Indenture.
<br />t3. Uteptas.herein otherwise expressly provided, nothing in this. resolution or i.n the aforementioned docutnents.expressed
<br />or.iimplied, is intended or shall:be xonstrued to confer upon any person, firm or, corporation, otherthan the City or any
<br />holder of the Bonds issued under the provisions ofihis resolution, anyright, remedy or claim,.legal or equitable, under
<br />and by reason of thisresolution or any provisions hereof, this resolution, the aforementioned documents and.all of their
<br />provisions being. intended to bead being for:the sole and exclusive.benefit of the.City and any holder from tittle to time
<br />ofthe Bonds issued under the provisions of this. resolution.
<br />14.. Inectse.attyone:ortttoreofthe:pmvls onsofthis.resolution;:orofthe-dodunitnts-ineritionedhetein,orditheBondsissued
<br />..Page !of 4
<br />
|