15-100RESOLUTION NO. 15 -100
RESOLUTION GIVING FINAL APPROVAL TO ISSUANCE OF REFUNDING BONDS
(SERIES 2016A AND SERIES 2016B) RELATED TO CERTAIN PUBLIC SAFETY FACILITIES
AND AGREEMENTS RELATED THERETO
follows:
BE IT RESOLVED By the City Council of the City of Shorewood, Minnesota (the "City ") as
Section 1. Recitals; The West Side Fire Project.
1.01. The Excelsior Fire District (the "District "), in conjunction with the City and the
Shorewood Economic Development Authority (the "Authority "), financed a portion of the cost to
construct a fire facility located in the City (the "West Side Fire Project ") through the issuance by the
Authority of its Public Safety Fire Facility Lease Revenue Bonds, Series 2002A (City of Shorewood,
Minnesota Lease Obligation) (the "Series 2002A Bonds "), in the original aggregate principal amount of
$3,865,000, pursuant to a Trust hndenture, dated as of September 1, 2002 (the "Original Indenture "), between
the Authority and U.S. Bank National Association, as trustee (the "Trustee ").
1.02. The District, in conjunction with the City and the Authority, financed additional costs of the
West Side Fire Project through the issuance by the Authority of its Public Safety Fire Facility Lease
Revenue Bonds, Series 2003A (City of Shorewood, Minnesota Lease Obligation) (the "Series 2003A
Bonds "), in the original aggregate principal amount of $1,195,000, pursuant to the Original Indenture, as
supplemented by a First Supplemental Trust Indenture, dated as of April 15, 2003 (the "First Supplemental
Indenture ").
1.03. The District and the South Lake Minnetonka Police Department (the "Department ") lease
certain property to the Authority pursuant to the Ground Lease (West Side), dated as of September 1, 2002
(the "Original Ground Lease "), as amended by the First Amendment to Ground Lease (West Side), dated as
of April 15, 2003 (the "First Amendment to Ground Lease "), and the Authority leases such property, together
with certain buildings, structures or improvements now or hereafter located thereon (the "Fire Facilities "), to
the City pursuant to a Lease Purchase Agreement (West Side Fire Facilities), dated as of September 1, 2002
(the "Original Fire Facilities Lease "), as amended by a First Amendment to Lease Purchase Agreement, dated
as of April 15, 2003 (the "First Amendment to Fire Facilities Lease ").
1.04. With the Authority's consent, the City entered into a Sublease Purchase Agreement (West
Side Fire Facilities), dated as of September 1, 2002 (the "Fire Facilities Sublease "), with the District, under
which the District undertakes the City's obligations under the Fire Facilities Lease (hereinafter defined).
1.05. Pursuant to an Assignment and Security Agreement, dated as of September 1, 2002 (the
"Original Assignment "), as amended by a First Supplemental Assignment and Security Agreement, dated as
of April 15, 2003 (the "First Supplemental Assignment "), the Authority assigned to the Trustee all of the
Authority's right, title and interest in and to the Ground Lease, the Fire Facilities Lease, the Fire Facilities
Sublease, all as heretofore amended and supplemented, and the Lease Payments to be made by the District
thereunder (other than certain rights to indemnification and payment of expenses) as security for the
Series 2002A Bonds and the Series 2003A Bonds.
1.06. At the request of the District and in order to achieve debt service savings, the Authority
refunded the Series 2002A Bonds and the Series 2003A Bonds through the issuance of its Public Safety
Fire Facility Lease Revenue Crossover Refunding Bonds, Series 2007A (City of Shorewood, Minnesota
Lease Obligation) (the "Series 2007A Bonds "), issued on January 25, 2007, in the original aggregate
principal amount of $4,130,000.
1.07. In conjunction with the issuance of the Series 2007A Bonds: (i) the Authority, the
District, and the Department entered into a Second Amendment to Ground Lease (West Side), dated as of
January 1, 2007 (the "Second Amendment to Ground Lease "), which modified the Original Ground
Lease, as amended by the First Amendment to Ground Lease; (ii) the Authority and the City entered into
a Second Amendment to Lease Purchase Agreement (West Side Fire Facilities), dated as of
January 1, 2007 (the "Second Amendment to Fire Facilities Lease "), which modified the Original Fire
Facilities Lease, as amended by the First Amendment to Fire Facilities Lease; (iii) the Authority and the
Trustee entered into a Second Supplemental Trust Indenture, dated as of January 1, 2007 (the "Second
Supplemental Indenture "), which supplemented the Original Indenture, as supplemented by the First
Supplemental Indenture; and (iv) the Authority and the Trustee entered into a Second Supplemental
Assignment and Security Agreement, dated as of January 1, 2007 (the "Second Supplemental
Assignment "), which modified the Original Assignment, as modified by the First Supplemental
Assignment.
Section 2. Recitals; The West Side Police Project.
2.01. The Department, in conjunction with the City and the Authority, financed a portion of the
cost to construct a police facility located in the City (the "West Side Police Project ") through the issuance
by the Authority of its Public Safety Police Facility Lease Revenue Bonds, Series 2002B (City of
Shorewood, Minnesota Lease Obligation) (the "Series 2002B Bonds "), in the original aggregate principal
amount of $4,025,000, pursuant to the Original Indenture.
2.02. The Department, in conjunction with the City and the Authority, financed additional costs of
the West Side Fire Project through issuance by the Authority of its Public Safety Police Facility Lease
Revenue Bonds, Series 2003B (City of Shorewood, Minnesota Lease Obligation) (the "Series 2003B
Bonds "), in the original aggregate principal amount of $1,220,000, pursuant to the Original Indenture, as
supplemented by the First Supplemental hndenture.
2.03. The Department and the District lease certain property to the Authority pursuant to the
Original Ground Lease, as amended by the First Amendment to Ground Lease and the Second Amendment to
Ground Lease, and the Authority leases such property, together with certain buildings, structures or
improvements now or hereafter located thereon (the "Police Facilities "), to the City pursuant to a Lease
Purchase Agreement (West Side Police Facilities), dated as of September 1, 2002 (the "Police Facilities
Lease "), between the Authority and the City, as amended by a First Amendment to Lease Purchase
Agreement, dated as of April 15, 2003 (the "First Amendment to Police Facilities Lease ").
2.04. With the Authority's consent, the City entered into a Sublease Purchase Agreement (West
Side Police Facilities), dated as of September 1, 2002 (the "Police Facilities Sublease "), with the Department
under which the Department undertakes the City's obligations under the Police Facilities Lease (hereinafter
defined).
2.05. Pursuant to an Assignment and Security Agreement, dated as of September 1, 2002 (the
"Original Assignment "), as amended by a First Supplemental Assignment and Security Agreement, dated as
of April 15, 2003 (the "First Supplemental Assignment "), the Authority assigned to the Trustee all of the
Authority's right, title and interest in and to the Ground Lease, the Police Facilities Lease, the Police
Facilities Sublease, all as heretofore amended and supplemented, and the Lease Payments to be made by the
Department thereunder (other than certain rights to indemnification and payment of expenses) as security for
the Series 2002B Bonds and the Series 2003B Bonds.
2.06. At the request of the Department and in order to achieve debt service savings, the
Authority refunded the Series 2002B Bonds and the Series 2003B Bonds through the issuance of its
Public Safety Police Facility Lease Revenue Crossover Refunding Bonds, Series 2007B (City of
Shorewood, Minnesota Lease Obligation) (the "Series 2007B Bonds "), issued on January 25, 2007, in the
original aggregate principal amount of $4,285,000.
2.07. In conjunction with the issuance of the Series 2007B Bonds: (i) the Authority, the
District, and the Department entered into the Second Amendment to Ground Lease; (ii) the Authority and
the City entered into a Second Amendment to Lease Purchase Agreement (West Side Police Facilities),
dated as of January 1, 2007 (the "Second Amendment to Police Facilities Lease "), which modified the
Original Police Facilities Lease, as amended by the First Amendment to Police Facilities Lease; (iii) the
Authority and the Trustee entered into the Second Supplemental Trust Indenture; and (iv) the Authority
and the Trustee entered into the Second Supplemental Assignment.
Section 3. Proposed Issuance of Refunding Bonds.
3.01. In order to achieve further debt service cost savings, the Authority will issue its (i) Public
Safety Fire Facility Lease Revenue Refunding Bonds, Series 2016A (City of Shorewood, Minnesota Lease
Obligation) (the "Series 2016A Bonds "), in the original aggregate principal amount of $2,470,000, to redeem
and prepay the outstanding Series 2007A Bonds; and (ii) Public Safety Police Facility Lease Revenue
Refunding Bonds, Series 2016B (City of Shorewood, Minnesota Lease Obligation) (the "Series 2016B
Bonds "), in the original aggregate principal amount of $2,565,000, to redeem and prepay the outstanding
Series 2007B Bonds.
3.02. Pursuant to a resolution adopted by the City Council on October 26, 2015 (the "Preliminary
Resolution "), the City gave preliminary approval to issuance by the Authority of the Series 2016A Bonds and
the Series 2016B Bonds upon satisfaction of certain conditions.
3.03. In connection with issuance of the Series 2016A Bonds and the Series 2016B Bonds, the
following documents have been prepared (collectively, the "Financing Documents "):
0) Third Supplemental Trust Indenture, which supplements the Original Indenture,
the First Supplemental Indenture, and the Second Supplemental Indenture (collectively, the
"Indenture ");
(ii) Third Supplemental Assignment and Security Agreement, which modifies the
Original Assignment, the First Supplemental Assignment, and the Second Supplemental
Assignment (collectively, the "Assignment ");
(iii) Third Amendment to Ground Lease (West Side), which amends the Original
Ground Lease, the First Amendment to Ground Lease, and the Second Amendment to Ground
Lease (collectively, the "Ground Lease ");
(iv) Third Amendment to Lease Purchase Agreement (West Side Fire Facilities),
which amends the Original Fire Facilities Lease, the First Amendment to Fire Facilities Lease,
and the Second Amendment to Fire Facilities Lease (collectively, the "Fire Facilities Lease ");
(v) Third Amendment to Lease Purchase Agreement (West Side Police Facilities),
which amends the Original Police Facilities Lease, the First Amendment to Police Facilities
Lease, and the Second Amendment to Police Facilities Lease (collectively, the "Police Facilities
Lease ");
(vi) Continuing Disclosure Certificate of the City and the District with respect to the
Series 2016A Bonds; and
(vii) Continuing Disclosure Certificate of the City and the Department with respect to
the Series 2016B Bonds
3.04. The City Council has reviewed the Financing Documents and has determined that
approval of the Financing Documents will be in the best interests of the City and will further the public
health, safety, and welfare of its residents.
Section 4. Approvals.
4.01. The Financing Documents are hereby approved, and the Mayor and City Administrator
are directed to execute all Financing Documents to which the City is a party or signatory, subject to
modifications that do not alter the substance of the transactions and are approved by such officials. The
Mayor and City Administrator are hereby authorized in their discretion to execute and deliver, on behalf
of the City, such other affidavits, certificates, and other documents in connection with the issuance, sale,
and delivery of proceeds of the Series 2016A Bonds and the Series 2016B Bonds. Execution of the
Financing Documents and any other affidavits, certificates, and other documents is conclusive evidence
of their approval.
4.02. The Official Statement for the Series 2016A Bonds and the Series 2016B Bonds, as
completed and supplemented, and its distribution to potential purchasers of the Series 2016A Bonds and
the Series 2016E Bonds, are hereby approved. The City, as an "obligated person" with respect to the
Series 2016A Bonds and the Series 2016B Bonds, will comply with the requirements of
Rule 15c2- 12(b)(5) of the Securities and Exchange Commission, as set forth in the Continuing Disclosure
Certificate for the Series 2016A Bonds and the Series 2016B Bonds.
4.03. The City hereby approves all actions taken by the Authority with regard to the West Side
Fire Project and the West Side Police Project, including but not limited to the Authority's actions in
issuing and awarding the sale of the Series 2016A Bonds and the Series 2016B Bonds.
4.04. City staff and consultants are authorized to take all actions necessary to implement the
agreements hereby approved.
ADOPTED BY THE CITY COUNCIL OF THE CITY OF SHOREWOOD, MINNESOTA
this 14th day of December, 2015.
S Zerby, ayo
ATTEST:
PAWIA.�
Jean Panchyshyn, City Clerk