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WHEREAS, a public hearing on the Proj ect was held on this date, after notice was published and
<br />� materials made available for public inspection at the City Hall, all as required by the Act and Section
<br />� 147(� of the Internal Revenue Code of 1986, as amended, at which public hearing all those appearing
<br />� who desired to speak were heard and written comments were accepted.
<br />� NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
<br />� ROSEVILLE, MINNESOTA, AS FOLLOWS:
<br />� 1. The City acknowledges, finds, determines, and declares that the issuance of the Bonds is
<br />� authorized by the Act and is consistent with the purposes of the Act and that the issuance of the Bonds
<br />� and the other actions of the City under the Indenture, the Financing Agreement, and this resolution
<br />� constitute a public purpose and are in the best interests of the City.
<br />� 2. The Borrower have agreed, and it is hereby determined, that any and all costs incurred
<br />� by the City in connection with the refinancing of the Proj ect and the financing of certain capital
<br />� improvements to the Project, including reasonable attorneys' fees, whether or not the Bonds are issued,
<br />� will be paid by the Borrower.
<br />� 3. For the purposes set forth above, there is hereby authorized the issuance, sale and
<br />� delivery of the Bonds in the original aggregate principal amount of $23,390,000. The Bonds shall
<br />� initially bear interest at a variable rate not to exceed the maximum interest rate per annum established
<br />� by the terms of the Indenture or in the alternative fixed rates as set forth in the Indenture. The Bonds
<br />� shall be numbered, shall be dated, shall mature, shall be subj ect to redemption prior to maturity, shall
<br />� be in such form, and shall have such other terms, details, and provisions as are prescribed in the
<br />� Indenture, in the form now on file with the City, with the amendments referenced herein. The City
<br />� hereby authorizes the Bonds to be issued as "tax-exempt bonds" the interest on which is not includable
<br />� in gross income for federal and State of Minnesota income tax purposes.
<br />� All of the provisions of the Bonds, when executed as authorized herein, shall be deemed to be a part
<br />� of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full
<br />� force and effect from the date of execution and delivery thereo£ The Bonds shall be substantially in the
<br />� form on file with the City, which is hereby approved, with such necessary and appropriate variations,
<br />� omissions, and insertions (including changes to the principal amount, the maturity schedule, optional
<br />� and mandatory redemption terms, mandatory sinking fund payment schedules, and other terms and
<br />� provisions of the Bonds) as the Mayor and the City Manager of the City (the "Mayor" and "City
<br />� Manager," respectively), in their discretion, shall determine. The execution of the Bonds with the
<br />� manual or facsimile signatures of the Mayor and the City Manager and the delivery of the Bonds by the
<br />� City shall be conclusive evidence of such determination.
<br />� The Bonds and the interest thereon are not general or moral obligations of the City. The Bonds and the
<br />� interest thereon are limited obligations of the City, payable solely from the Trust Estate pledged
<br />� therefore under the Indenture, including, without limitation, its interest in payments received under the
<br />Bond Mortgage Note and the Credit Enhancement Agreement.
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