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24-089 Declaring Release of Interest in the West Side Police Facility and Approving the Certificate of CompletionCITY OF SHOREWOOD COUNTY OF HENNEPIN STATE OF MINNESOTA RESOLUTION 24-089 A RESOLUTION DECLARING RELEASE OF INTEREST IN THE WEST SIDE POLICE FACILITY AND APPROVING THE CERTIFICATE OF COMPLETION WHEREAS, in 2002 the Shorewood Economic Development Authority facilitated the construction financing of the West Side Police Facility, located at 24100 Smithtown Road in Shorewood, Minnesota, through lease revenue bonds; and WHEREAS, the Shorewood Economic Development Authority entered into various agreements which are detailed in the attached Declaration of Release of Property Interest (West Side Police Facility); and WHEREAS, the bonds have been retired and all costs associated with the acquisition and construction of the site and facilities have been paid; and WHEREAS, the Shorewood Economic Development Authority has adopted Resolution EDA 24-1 on October 28, 2024 releasing any and all interest in the West Side Police Facility to the City of Shorewood. NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Shorewood that the Council hereby: 1. Approves the attached Declaration of Release of Property Interest hereby forever releasing all rights, title and interest in the West Side Police Facility in the favor of the South Lake Minnetonka Police Department; and 2. Approves the attached Certificate of Completion; and 3. Authorizes the City Administrator to take all actions necessary, including the execution of documents on behalf of the City, to vest in the South Lake Minnetonka Police Department all of the City's right, title, and interest in and to the Site and Facilities. Adopted by the City Council of the City of Shorewood, Minnesota this 28th day of October 2024. JqAfer badie, Mayor SUL Dbl-L-"12 Sandra Thone, City Clerk (reserved, for recording infonnation) DECLARATION OF RELEASE OF PROPERTY INTEREST TO SOUTH MINNETONKA POLICE DEPARTMENT (West Side Police Facilities) This DECLARATION OF RELEASE OF PROPERTY INTEREST (West Side Police Department) is granted this 28' day of October, 2024, by the CITY OF SHOREWOOD, Minnesota municipal corporation ("City") RECITALS A. The Excelsior Fire District ("EFD"), and the South Lake Minnetonka Police Department ("SLMPD"), each one a Minnesota joint powers entity pursuant to Minnesota Statutes § 471.59, are the fee owners of certain real property located in the City of Shorewood, County of Hennepin, State of Minnesota, which is located at 24150 Smithtown Road, and is legally described as Lot 2, Auditor's Subdivision 133, Hennepin County, State of Minnesota (PID: 3311723110003) (the "Property"). B. On September 1, 2002, the Economic Development Authority of the City of Shorewood, a public body corporate and politic and political subdivision of the State of Minnesota ("Authority"), as Lessee of the Property, entered into that certain Ground Lease (West Side) Agreement with the EFD and SLMPD, collectively as Lessor of the Property, which Ground Lease 233201v1 was filed of record in the Office of the Hennepin County Recorder on November 8, 2002, as Document No. 7857053 (the "Ground Lease") C. The Ground Lease has been amended, as reflected in the documents filed of record in the Office of the Hennepin County Recorder as Document Nos. 8128546, 8975090, and A 10293265. D. On September 1, 2002, the Authority, as Lessor of the Property, entered into that certain Lease Purchase Agreement (West Side Police Facilities) with the City, as Lessee of the Property, which Lease Purchase Agreement (West Side Police Facilities) was filed of record in the Office of the Hennepin County Recorder on November 8, 2002, as Document No. 7857056 (the "Lease Purchase Agreement") E. The Lease Purchase Agreement has been amended, as reflected in the documents filed of record in the Office of the Hennepin County Recorder as Document Nos. 8125549, 8975092, and A10293267. F. Pursuant to Section 4.1 of the Lease Purchase Agreement, as amended, the City acquired the Authority's interest in the Site and the Facilities, as each is defined in the Ground Lease and the Lease Purchase Agreement. G. On September 1, 2002, the City, as Lessor of the Site and Facilities, entered into that certain Sublease Purchase Agreement (West Side Police Facilities) with the SLMPD, as Lessee of the Site and Facilities, which Sublease Purchase Agreement (West Side Police Facilities) was filed of record in the Office of the Hennepin County Recorder on November 8, 2002, as Document No. 7857057 (the "Sublease Purchase Agreement"). H. Pursuant to the Sublease Purchase Agreement, the SLMPD assumed all of the City's duties and responsibilities under the Lease Purchase Agreement, and acquired an option to purchase 2 233201v1 from the City all of the City's interests in the Site and the Facilities on the same terms as set forth in the Lease Purchase Agreement. I. Also pursuant to the Lease Purchase Agreement, as amended, the Authority issued certain Lease Revenue Bonds for the purpose of providing funds necessary for the acquisition and construction of the Site and the Facilities. J. Pursuant to Section 5.3 of the Lease Purchase Agreement, as amended, upon (i) payment by the City of all required Lease Payments and Additional Lease Payments, and (ii) defeasance of the Lease Revenue Bonds, "the Authority's interest, right, and title to the Site and the Facilities shall pass to the City, and the Authority shall have no further interest therein." K. Pursuant to Section 5.5 of the Lease Purchase Agreement, as amended, upon satisfaction of (i) and (ii) above, "the purchase of the Authority's interest in the Site and the Facilities by the City shall be deemed to have been completed. The Authority shall thereupon deliver to the City such instruments of conveyance or release as, in the opinion of the City, may be necessary to release the interests of the Authority ... in the Site and Facilities." L. As of February 1, 2023, the payment of all Lease Payments and Additional Lease Payments was completed, as required by the Lease Purchase Agreement. M. As of February 1, 2023, all Lease Revenue Bonds issued in relation to the acquisition and construction of the Site and the Facilities have been retired, and all costs associated with the acquisition and construction of the Site and the Facilities have been paid. N. On October 28, 2024, the Board of Commissioners for the Authority adopted Resolution EDA 24-2, approving a Declaration of Release of Property Interest (West Side Police Facilities) in favor of the City, which vested in the City all of the Authority's right, title, and interest in and to the Site and Facilities. 3 2332010 O. Accordingly, the City's acquisition of the Authority's interest in the Site and Facilities is complete, and pursuant to the terms of the Sublease Purchase Agreement between the City and the SLMPD, the City must convey the City's interest in the Site and Facilities to the SLMPD. P. This DECLARATION OF RELEASE OF PROPERTY INTEREST (West Side Police Facilities) is made by the City for the purpose completing the conveyance of the City's interests in the West Side Police Site and Facilities to the SLMPD. Q. On October 28, 2024, the City Council of the City of Shorewood adopted Resolution No. 24-89 approving the conveyance and authorizing the City Administrator to take all actions necessary, including the execution of documents on behalf of the City, to vest in the SLMPD all of the City's right, title, and interest in and to the West Side Police Site and Facilities. NOW, THEREFORE, based on the terms and conditions of the Ground Lease, the Lease Purchase Agreement, other agreements related to the Site and the Facilities, and Resolution No. 24- 89, the City declares the following: Recitals A — Q are each true and correct, and are incorporated into and made part of this DECLARATION OF RELEASE OF PROPERTY INTEREST (West Side Police Facilities). 2. The City hereby forever releases all right, title, and interest in the West Side Police Site and Facilities in the favor of the South Lake Minnetonka Police Department. 3. This document shall run with the land and shall be filed of record in the Office of the Hennepin County Recorder upon execution. [Signature page follows] 4 233201v1 DATED this day of , 2024. CITY OF SHOREW OD By. Marc evinski, City Administrator (SEAL) STATE OF MINNESOTA ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this day of 2024, by Marc Nevinski, the City Administrator of the City of Shorewood, a Minnesota municipal corporation, on behalf of the City, and pursuant to the authority granted by its City Council. blic BRENDA K PRICCO Notary Pubtic Minnesota P. My Commission Expires �4` Jan 31, 2025 THIS INSTRUMENT WAS DRAFTED BY: CAMPBELL KNUTSON Professional Association Grand Oak Office Center 1 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 651-452-5000 JDS/AKLS 233201vl CERTIFICATE OF COMPLETION West Side Police Facilities I, the undersigned, hereby certify that am the duly qualified and acting Representative of the City of Shorewood, Minnesota ("Lessee" or "City"); and with respect to the Lease Purchase Agreement dated as of September 1, 2002 (the "Lease"), by and between Lessee and the Shorewood Economic Development Authority (`Lessor"), that: 1. As of this date, the construction and acquisition of the Facilities has been completed and the Project Costs (Police Facilities) have been paid, except for any portion thereof which has been incurred but is not yet due and payable, or the liability for the payment of which is being contested or disputed by the City. 2. This Certificate is given without prejudice to any rights the City has or may have against third parties which exist as of the date hereof or which may subsequently come into being. Dated: 2024 CITY OF SHORE OD, MIN OTA By. Marc Nevinski, City Administrator 233035v1