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HomeMy Public PortalAbout2024-030 Resolution Authorizing the Engagement of Dorsey & Whitney, LLC, to Represent the City in the Issuance of Conduit Bonds for the St. Joan of Arc School ProjectRESOLUTION 2024-030 Resolution Authorizing the Engagement of Dorsey & Whitney, LLC, to Represent the City in the Issuance of Conduit Bonds for the St. Joan of Arc School Project WHEREAS, the City of Riverdale, Iowa (hereinafter referred to as the "City"), is a municipal corporation and political subdivision organized and existing under the laws and the Constitution of the State of Iowa (the "State"), and is authorized and empowered by Chapter 419 of the Code of Iowa, as amended (hereinafter referred to as the "Act"), to issue revenue bonds and loan the proceeds from the sale of said bonds to one or more parties to be used to defray all or a portion of the cost of acquiring, improving and equipping a "project" (as defined in the Act) for the purpose of securing and developing industry and trade within or near the City in order to create jobs and employment opportunities and to improve the welfare of the residents of the City and the State; and WHEREAS, the City has been requested by Our Lady of Lourdes Church of Bettendorf, Iowa, and St. John Vianney Church of Bettendorf, Iowa, both of which are wholly -owned 501(c)(3) organizations for the Diocese of Davenport (the "Borrowers") to authorize and issue its Private School Facility Revenue Notes (St. Joan of Arc School Project), Series 2024 (the "Notes") pursuant to the provisions of the Act for the purpose of (i) financing the construction, improving and equipping of a new 79,990 square foot co-educational, regional Catholic school known as the St. Joan of Arc School located on land located at the Northwest corner of Hopewell Avenue and Criswell Street in Bettendorf, Iowa (altogether, the "School"); (11) refunding debt previously issued to purchase land where the School will be built; (iii) paying capitalized interest; and (iv) paying costs of issuance (altogether, the "Project"); and WHEREAS, it is in the best interest of the City to secure its own bond counsel to ensure its interests are represented and protected, and Dorsey & Whitney, LLC, has been recommended, and is willing, to serve in that capacity; and WHEREAS, all expenses and fees associated with this action will be paid by the Borrowers, and the City will neither be invoiced nor expected to pay any amount associated with the engagement of Dorsey & Whitney, LLC, to represent the City regarding the issuance of conduit bonds for the Project; and WHEREAS, no funding source is required for this action. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF RIVERDALE, IOWA, AS FOLLOWS: Section 1. That the Mayor is authorized to execute the attached Letter of Engagement with Dorsey & Whitney, LLC. City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 (563) 355-2511 www.riverdaleia.org Section 2. That the City Clerk/Treasurer is authorized to engage the services of Dorsey & Whitney, LLC, on behalf of the City in regard to the issuance of conduit bonds for the St. Joan of Arc School Project. Section 3. That all resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Passed and approved this 12th day of March, 2024. APPROVED: ATTESTED: Anthony Heddlesten, Mayor Kelly Krell, lerk/Treasurer City of Riverdale, Iowa 110 Manor Drive, Riverdale, Iowa 52722 1 (563) 355-2511 www.riverdaleia.org ( ») !DORSEY DORSEY & WHITNEY LLP March 7, 2024 Via Email Kelly Krell City Administrator/Clerk Riverdale, Iowa Re: Riverdale, Iowa Conduit Bonds: St. Joan of Arc School Dear Kelly: I am writing to explain our role as Issuer Counsel to the City of Riverdale, Iowa (the "City") related to the proposed issuance by the City of conduit bonds or notes (the "Notes") for St. Joan of Arc School. The City has been requested by Our Lady of Lourdes Church of Bettendorf, Iowa and St. John Vianney Church of Bettendorf, Iowa (collectively, the "Borrowers") to authorize and issue the Notes for the purpose of financing a new regional Catholic school known as St. Joan of Arc School located in Bettendorf, Iowa (the "Project"). The Borrowers are requesting the City issue up to S10,000,000 in bank qualified Notes, and the Borrowers are requesting the same from other issuers, which currently include the City of LeClaire and Scott County, Iowa. The Borrowers have engaged or arranged for the engagement of Dentons Davis Brown law firm to serve as Bond Counsel. As Issuer Counsel, we are engaged to represent the City's interests as the conduit issuer, including reviewing such portions of the legal documents pertaining to the City, including the loan agreement, certain closing documents and the IRS 8038 form, preparing or reviewing the resolutions of the City necessary to authorize the Notes, rendering opinions with respect to the organization and procedures of the City and the City's due execution and delivery of the documents to which it is a party, coordinating matters between the City and the Borrowers as requested, and completing other work traditionally performed by Issuer's Counsel. Our role as Issuer Counsel does not include rendering opinions regarding the tax exemption of the interest on the Notes, unless specifically requested by the City pursuant to a supplemental engagement. Bond Counsel will be primarily responsible for drafting the financing documents, analyzing state and federal law regarding the structure and legality of the financing, coordinating closing, rendering opinions as to the legality of and tax exempt nature of the Notes, preparing the final transcripts and such other matters commonly performed by Bond Counsel. DORSEY & WHITNEY LLP • WWW.DORSEY.COM • T 515.283.1000 F 515.283.1060 801 GRAND • SUITE 4100 DES MOINES, IOWA 50309-8002 4JSA. CANEADA EUROPE ASIA 429256\99999\4882-8468-830012 ( ))) !DORSEY March 7, 2024 Page 2 In performing our services as Issuer Counsel, our sole client in this matter will be the City. We will not represent any other party in this financing and it is mutually understood that the services to be provided by us as described herein are solely for the benefit of the City. While the City is our client and we will provide services as Issuer Counsel to the City, our fees and expenses will be paid by the Borrower and we will submit a statement to the Borrowers for payment, whether or not the Notes close. After this arrangement is approved on behalf of the City, please have this letter executed in the space below and scan and email an executed copy to kuhn.cristinaAdorsey.com or boelling.karen@dorsey.com. If you have questions, please contact me. We look forward to working with you, Thank you for the opportunity to represent the City as Issuer Counsel on this conduit financing. CK/kb I understand and agree to the arrangements stated above. DORSEY & WHITNEY LLP 429256\99999\4882-8468-8300\2