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06-106 CITY OF SHOREWOOD, MINNESOTA RESOLUTION NO. 06-106 RESOLUTION GIVING FINAL APPROVAL TO ISSUANCE OF REFUNDING BONDS (SERIES 2007 A AND SERIES 2007B) RELATED TO CERTAIN PUBLIC SAFETY FACILITIES AND AGREEMENTS RELATED THERETO BE IT RESOLVED By the City Council of the City of Shorewood, Minnesota (the "City") as follows: Section 1. Recitals; The West Side Fire Proiect. 1.01. The Excelsior Fire District ("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 of Shorewood (the "West Fire Side Project"), through issuance by the Authority of its $3,865,000 Public Safety Fire Facility Lease Revenue Bonds, Series 2002A (City of Shorewood, Minnesota Lease Obligation) (the "Series 2002A Bonds"), pursuant to a Trust Indenture dated as of September 1, 2002 (the "West Side Indenture") between the Authority and U.S. Bank National Association, as trustee (the "Trustee"). 1.02. The District, in conjunction with Shorewood and the Authority, financed additional costs of the West Fire Side Project through issuance by the Authority of its $1,195,000 Public Safety Fire Facility Lease Revenue Bonds, Series 2003A (City of Shorewood, Minnesota Lease Obligation) (the "Series 2003A Bonds") pursuant to the West Side Indenture as modified by a First Supplemental Trust Indenture dated as of April 15, 2003 (the "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 (W est Side) dated as of September 1, 2002, as amended by a First Amendment to Ground Lease (W est Side) dated as of April 15, 2003 (the "West Side Ground Lease"), and the Authority leases such property, together with the buildings, structures or improvements now or hereafter located thereon, to Shorewood pursuant to a Lease Purchase Agreement (West Side Fire Facilities) between the Authority and Shorewood dated as of September 1, 2002, as amended by a First Amendment to Fire Facility Lease-Purchase Agreement dated as of April 15, 2003 (the "West Side Fire Facility Lease"). 1.04. With the Authority's consent, Shorewood entered into a Sublease Purchase Agreement (West Side Fire Facilities) with the District dated as of September 1, 2002 (the "West Side Fire Sublease"), under which the District undertakes Shorewood's obligations under the West Side Fire Facility Lease. 1.05. Pursuant to an Assignment and Security Agreement dated as of September 1,2002, as amended by a First Supplemental Assignment and Security Agreement dated as of April 15, 2003 SJB- 302172v.2 SH230-39 (the "West Side Assignment"), the Authority assigned to the Trustee all of the Authority's right, title and interest in and to the West Side Ground Lease, the West Side Fire Facility Lease, the West Side Fire Sublease, 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. The outstanding principal amount of the Series 2002A Bonds is subject to optional redemption on February I, 2009 and any date thereafter; and the outstanding principal amount of the Series 2003A Bonds is subject to optional redemption on February 1, 2010 and any date thereafter. Section 2. Recitals; The West Side Police Proiect. 2.01. The Department, in conjunction with Shorewood and the Authority, financed a portion of the cost to construct a police facility located in the City of Shorewood (the "West Side Police Project"), through issuance by the Authority of its $4,025,000 Public Safety Police Facility Lease Revenue Bonds, Series 2002B (City of Shorewood, Minnesota Lease Obligation) (the "Series 2002B Bonds"), all pursuant to a Trust Indenture dated as of September 1, 2002 (the "West Side Indenture") between the Authority and U.S. Bank National Association, as trustee (the "Trustee"). 2.02. The Department, in conjunction with Shorewood and the Authority, financed additional costs of the West Side Police Project through issuance by the Authority of its $1,220,000 Public Safety Police Facility Lease Revenue Bonds, Series 2003B (City of Shorewood, Minnesota Lease Obligation) (the "Series 2003B Bonds"), pursuant to the West Side Indenture as modified by a First Supplemental Trust Indenture dated as of April 15, 2003 (the "Supplemental Indenture"). 2.03. The Department and the Excelsior Fire District ("District") lease certain property to the Authority pursuant to the Ground Lease (West Side) dated as of September I, 2002, as amended by a First Amendment to Ground Lease (West Side) dated as of April 15, 2003 (the "West Side Ground Lease"), and the Authority leases such property, together with the buildings, structures or improvements now or hereafter located thereon, to Shorewood pursuant to a Lease Purchase Agreement (West Side Police Facilities) between the Authority and Shorewood dated as of September 1, 2002, as amended by a First Amendment to Lease-Purchase Agreement dated as of April 15, 2003 (the "West Side Police Facility Lease"). 2.04. With the Authority's consent, Shorewood entered into a Sublease Purchase Agreement (West Side Police Facilities) with the Department dated as of September I, 2002 (the "West Side Police Sublease"), under which the Department undertakes Shorewood's obligations under the West Side Police Facility Lease. 2.05. Pursuant to an Assignment and Security Agreement dated as of September 1,2002, as amended by a First Supplemental Assignment and Security Agreement dated as of April 15, 2003 (the "West Side Assignment"), the Authority assigned to the Trustee all of the Authority's right, title and interest in and to the West Side Ground Lease, the West Side Police Facility Lease, the SJB-302172v2 SH230-39 2 West Side Police Sublease, 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. The outstanding principal amount of the Series 2002B Bonds is subject to optional redemption on February 1, 2009 and any date thereafter; and the outstanding principal amount of the Series 2003B Bonds is subject to optional redemption on February 1, 2010 and any date thereafter. Section 3. Proposed Issuance of Refunding Bonds. 3.01. Pursuant to a resolution approved November 27, 2006 (the "Preliminary Resolution"), the City gave preliminary approval to issuance by the Authority of bonds to refund the outstanding principal amount of the Series 2002A and the Series 2003A Bonds upon satisfaction of certain conditions. 3.02. Pursuant to the Preliminary Resolution, the City gave preliminary approval to issuance by the Authority of bonds to refund the outstanding principal amount of the Series 2002B and the Series 2003B Bonds upon satisfaction of certain conditions. 3.03. In order to accomplish such refunding of Series 2002A and the Series 2003A Bonds, the Authority has determined to issue and sell its $4,130,000 Public Safety Fire Facilities Lease Revenue Crossover Refunding Bonds, Series 2007 A (City of Shorewood, Minnesota Lease Obligation) (the "Series 2007 A Bonds") under terms that satisfy the conditions of the Preliminary Resolution. 3.04. In order to accomplish such refunding of Series 2002B and the Series 2003B Bonds, the Authority has determined to issue and sell its $4,285,000 Public Safety Fire Facilities Lease Revenue Crossover Refunding Bonds, Series 2007B (City of Shorewood, Minnesota Lease Obligation) (the "Series 2007B Bonds") under terms that satisfy the conditions of the Preliminary Resolution. 3.05. In connection with issuance of the Series 2007 A Bonds and the Series 2007B Bonds, the following documents have been prepared: SJB-302172v2 SH230-39 a. b. Second Amendment to Ground Lease (West Side). Second Supplemental Indenture. Second Supplemental Assignment. Second Amendment to Fire Facility Lease. Second Amendment to Police Facility Lease. Series 2007 A Escrow Agreement between the Authority and the Trustee, as escrow agent. Series 2007B Escrow Agreement between the Authority and the Trustee, as escrow agent. Continuing Disclosure Certificate of the City and the Fire District (Series 2007 A Bonds) c. d. e. f. g. h. 3 1. Continuing Disclosure Certificate of the City and the Police Department (Series 2007B Bonds) ("Financing Documents"). 3.06. 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 its residents and will further the public health, safety, and welfare. Section 4. Approvals. 4.01. The Financing Documents are hereby approved, and the authorized officials 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. Such officials 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 2007 A Bonds and the Series 2007B 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 2007 A Bonds and the Series 2007B Bonds, as completed and supplemented, and its distribution to potential purchasers of the Series 2007 A Bonds and the Series 2007B Bonds, are hereby approved. The City, as an "obligated person" with respect to the 2007 A Bonds and the Series 2007B Bonds, will comply with the requirements of Rule 15c2-12(b)(5) of the Securities and Exchange Commission, as set fOlih in the Continuing Disclosure Certificate for the Series 2007 A Bonds and the Series 2007B Bonds. 4.03. The City hereby approves all actions taken by the Authority with regard to the Projects, including but not limited to the Authority's actions in issuing and awarding the sale of the Series 2007 A Bonds and the Series 2007B Bonds. 4.04. City staff and consultants are authorized to take all actions necessary to implement the agreements hereby approved. SJB-302172v2 SH230-39 4 Approved by the City Council of the City of Shorewood this 18th day of December, 2006. CITY OF SHORE~OD, MINNESOTA 1](/1. ~ ---- C Mayor ATTEST: SJB-302172v2 SH230-39 5