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13-006 CITY OF SHOREWOOD RESOLUTION NO. 13-006 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF GENERAL OBLIGATION WATER REVENUE REFUNDING BONDS, SERIES 2013A IN THE PROPOSED AGGREGATE PRINCIPAL AMOUNT OF $2,270,000 BE IT RESOLVED By the City Council of the City of Shorewood, Minnesota (the “City”), as follows: 1. Background. (a) Pursuant to Minnesota Statutes, Chapters 444 and 475, as amended (collectively, the “Act”), the City issued the following obligations: (i) General Obligation Water Revenue Bonds, Series 2005A (the “Series 2005A Bonds”), dated June 1, 2005, in the original aggregate principal amount of $1,525,000, the proceeds of which financed improvements to the City’s water enterprise system, including reconstruction of a well house facility, purchase and installation of control systems, and painting of the water tower, and which are callable on or after January 1, 2013; and (ii) General Obligation Water Revenue Bonds, Series 2006A (the “Series 2006A Bonds”), dated November 1, 2006, in the original aggregate principal amount of $1,450,000, the proceeds of which financed the construction of various improvements to the City’s water system, and which are callable on or after January 1, 2014. (b) The City is authorized by Section 475.67, subdivision 3, of the Act to issue and sell its general obligation bonds to refund obligations and the interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when determined by the City Council to be necessary or desirable for the reduction of debt service cost to the City or for the extension or adjustment of maturities in relation to the resources available for their payment. (c) Section 475.67, subdivision 4, of the Act permits the sale of refunding obligations during the six month period prior to the date on which the obligations to be refunded may be called for redemption. (d) Furthermore, the City is authorized by Section 475.67, subdivision 13, of the Act to issue and sell its general obligation bonds to refund outstanding bonds when determined by the City Council to be necessary and desirable. (e) It is necessary and expedient to the sound financial management of the affairs of the City to issue its General Obligation Water Revenue Refunding Bonds, Series 2013A (the “Bonds”), in the proposed aggregate principal amount of $2,270,000, to (i) redeem and prepay the outstanding Series 2005A Bonds in the aggregate principal amount of $1,035,000 on March 6, 2013; and (ii) refund in advance of maturity and at their redemption date the 417091v2 MNI SH230-52 Series 2006A Bonds, which are currently outstanding in the aggregate principal amount of $1,280,000, of which $1,160,000 in principal amount will be called on January 1, 2014. (d) The City is authorized by Section 475.60, subdivision 2(9), of the Act to negotiate the sale of the Bonds, it being determined that the City has retained an independent financial advisor in connection with such sale. The actions of the City staff and the City’s financial advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 2. Sale of Bonds. It is necessary and expedient to the sound financial management of the affairs of the City to issue the Bonds in the proposed aggregate principal amount of $2,270,000 pursuant to the Act to refund in advance of maturity and at their redemption date the Refunded Bonds as herein provided. The Bonds will be issued, sold and delivered in accordance with the terms of the Preliminary Official Statement for the Bonds (the “Preliminary Official Statement”). 3. Authority of Financial Advisor. Northland Securities, Inc. is authorized and directed to advertise the Bonds for sale in accordance with the Preliminary Official Statement. The City Council will meet at 7:00 P.M. on Monday, January 28, 2013, to consider proposals on the Bonds and take any other appropriate action with respect to the Bonds. 4. Authority of Bond Counsel. The law firm of Kennedy & Graven, Chartered, as bond counsel for the City, is authorized to act as bond counsel and to assist in the preparation and review of necessary documents, certificates and instruments relating to the Bonds. The officers, employees and agents of the City are hereby authorized to assist Kennedy & Graven, Chartered in the preparation of such documents, certificates, and instruments. 5. Covenants. In the resolution awarding the sale of the Bonds the City Council will set forth the covenants and undertakings required by the Act. 6. Official Statement. In connection with the sale of the Bonds, the officers or employees of the City are authorized and directed to cooperate with Northland Securities, Inc., and participate in the preparation of the Preliminary Official Statement and a Final Official Statement for the Bonds and to execute and deliver it on behalf of the City upon its completion. ADOPTED by the Shorewood City Council on this 14th day of January, 2013. ATTEST: Scott Zerby, Mayor _____________________________ Jean Panchyshyn, Deputy City Clerk 417091v2 MNI SH230-52