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03-003 EDA ~. I. ~ - - - II - II IJe " " , " " I I ..; )~~- ~~;! tOfPy SHOREWOOD ECONOMIC DEVELOPMENT AUTHORITY Hennepin County, Minnesota RESOLUTION NO. 03-003 A RESOLUTION A WARDING THE SALE OF PUBLIC SAFETY POLICE FACILITY LEASE REVENUE BONDS, SERIES 2003B (CITY OF SHOREWOOD, MINNESOTA LEASE OBLIGATION) BE IT RESOLVED By the Shorewood Economic Development Authority (the "Authority"), as follows: Section 1. Recitals. 1.01. The City of Shorewood, Minnesota (the "City") is authorized by Minnesota Statutes, Section 465.71, as amended, to acquire real and personal property under lease-purchase agreements. 1.02. The Authority has agreed with the Excelsior Fire District (''District'') and the South Lake Minnetonka Police Department (the "Department") that pursuant to the Ground Lease (West Side) dated as of September 1, 2002 (the "Ground Lease"), as amended by a First Amendment to Ground Lease dated as of April 15, 2003 (the "Amendment to Ground Lease"), the Authority will acquire certain property from the District and the Department, and the Authority will lease such property, together with the buildings, structures or improvements now or hereafter located thereon, to the City pursuant to a Lease Purchase Agreement (West Side Police Facilities) dated as of September 1, 2002 (the "Lease"), as amended by a First Amendment to Lease-Purchase Agreement dated as of April 15, 2003 (the "Amendment to Lease"). Hereafter the term "Lease" includes the Amendment to Lease unless the context requires otherwise. 1.03. With the Authority's consent, the City has entered into a Sublease Agreement (West Side Police Facilities) with the Department dated as of September 1, 2002 (the "Sublease Agreement"), under which the Department undertakes the City's obligations under the Lease. 1.04. Pursuant to the Trust Indenture dated as of September 1, 2002 (the "Indenture") between the Authority and U.S. Bank National Association, as trustee (the "Trustee"), as modified by a First Supplemental Trust Indenture dated as of April 15, 2003 (the "Supplemental Indenture"), between the Authority and the Trustee, the Authority will issue its Public Safety Police Facility Lease Revenue Bonds, Series 2003B (City of Shorewood, Minnesota Lease Obligation) (the "Bonds") in an aggregate principal amount of $1,220,000. Hereafter the term "Indenture" includes the Supplemental Indenture unless the context requires otherwise. 1.05. Pursuant to the Indenture, the Authority has previously issued its $4,025,000 Public Safety Police Facility Lease Revenue Bonds, Series 2002B (City of Shorewood, Minnesota Lease Obligation) (the "Series 2002B Bonds") in order to pay a portion of the cost of acquisition, construction and equipping of the Facilities described in the Lease. SJB-230094v2 SH230-34 ~' II. I I II I - - - -. I ,~ I .J I ,.".iI I "",,... I , I A. I I 1.06. Under the Indenture, proceeds of the Bonds and the Series 2002B Bonds will be used to pay additional costs of acquisition, construction and equipping of the Facilities described in the Lease. The Bonds are issued under the Indenture as Additional Bonds on a parity basis with the Series 2002B Bonds. 1.07. Pursuant to an Assignment and Security Agreement dated as of September 1, 2002 (the "Assignment"), the Authority assigned to the Trustee all of the Authority's right, title and interest in and to the Ground Lease, the Lease, and the Lease Payments to be made by the City thereunder (other than certain rights to indemnification and payment of expenses) as security for the Series 2002B Bonds. 1.08. Pursuant to a First Supplement Assignment and Security Agreement dated as of April 15, 2003 (the "Supplemental Assignment"), the Authority will assign to the Trustee all of the Authority's right, title and interest in and to the Amendment to Ground Lease, the Amendment to Lease, and the additional Lease Payment to be made by the City thereunder (other than celtain rights to indemnification and payment of expenses) as security ror the Bonds. Hereafter the term "Assignment" includes the Supplemental Assignment unless the context requires otherwise. 1.09. Forms of the Amendment to Ground Lease, the Amendment to Lease, the Supplemental Indenture, the Supplemental Assignment and the Official Statement for the Bonds have been prepared and submitted to the Authority and are on file with the Authority. Section 2. Sale of Bonds. 2.01. The proposal of Northland Securities, Inc. (the "Purchaser") to purchase the Bonds is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $1,194,380 plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year of Interest Year of Interest Maturity Rate Maturity Rate 2005 2.00% 2012 4.00% 2006 2.35 2013 4.10 2007 2.85 2014 4.30 2008 3.00 2015 4.50 2009 3.35 2016 4.70 2010 3.60 2017 4.80 2011 3.75 2018 4.90 Term Bonds due February 1, 2020 at 5.00%. Term Bonds due February 1,2023 at 5.10%. 2.02. The Authority will forthwith issue and sell the Bonds in the total principal amount of $1,220,000 originally dated April 15, 2003, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and which SlB-230094vl 2 SH230-34 II \: II. I -- I I I I I _. I I I I I I I .. I mature serially on February 1, in the years and amounts as follows (subject to redemption and prior payment as set forth in the Indenture): Year Amount Year Amount 2005 $ 5,000 2012 $ 55,000 2006 50,000 2013 60,000 2007 50,000 2014 60,000 2008 50,000 2015 65,000 2009 50,000 2016 70,000 2010 55,000 2017 70,000 2011 55,000 2018 75,000 Term Bonds due February 1,2020 in the aggregate principal amount of $165,000. Term Bonds due February 1,2023 in the aggregate principal amount of $285,000. Term Bonds due February 1, 2020 and 2023 are subject to Mandatory Sinking Fund Redemption on February 1 in the years and amounts described in the First Supplemental Trust Indenture. 2.03. Execution. Authentication and Delivery. The Bonds, substantially in the form provided in the Supplemental Indenture, will be prepared under the direction of the Authority staff and executed on behalf of the Authority by the signatures of the President and one other officer of the Authority, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution or the Supplemental Indenture unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Trustee. When the Bonds have been so prepared, executed and authenticated, the Authority will deliver the same to The Depository Trust Company, New York, New York, on behalf of the Purchaser, upon payment of the purchase price, and the Purchaser is not obligated to see to the application of the purchase price. Section 3. Approval and Execution of Documents. The First Amendment to Ground Lease, the First Amendment to Lease, the Supplemental Indenture, the First Amendment to Assignment and the Continuing Disclosure Agreement described in Section 1 have previously been approved. The President and one other officer of the Authority are authorized and directed to execute and deliver the First Amendment to Ground Lease, the First Amendment to Lease and the Supplemental Indenture on behalf of the Authority, substantially in the forms on file, but with all such changes therein as shall be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. Copies of all of the transaction documents shall be delivered, filed and recorded as provided therein. The President and other officers of the Authority are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. Section 4. Payment; Security: Pledges and Covenants. The Bonds are payable solely from the Lease Payments to be made by the City under the Lease and by the Department under SJB-230094vt 3 SH230-34 ~ . I. , I , I I I I '. I I I , , , , ,. , the Sublease Agreement and from other moneys realized by the Trustee after default or termination of the First Amendment to Lease by the City as provided therein. No property or funds of the Authority, other than the property pledged pursuant to the Indenture and assigned to the Trustee pursuant to the Assignment, is pledged to the payment of the Bonds. Section 5. Authentication of Transcript; Issuance Costs. 5.01. The officers of the Authority are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the Authority relating to the Bonds and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, may be deemed representations of the Authority as to the facts stated therein. 5.02. The preparation and distribution of the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds is hereby approved. Section 6. Tax Covenants. 6.01. The Authority covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 6.02. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the Authority makes the following factual statements and representations: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the Authority hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than . any private activity bonds that are not qualified S01(c)(3) bonds) which will be issued by the Authority (and all subordinate entities of the City) during calendar year 2003 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the Authority during calendar year 2003 have been designated for purposes of Section 265(b)(3) of the Code. SJB-230094vl SH230-34 4 , 11 I. I , I I I I I I. I I I I I I I ,. I 6.03. The Authority will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. Adopted April 16, 2003 Woody Love, President ArrEST: SlB-230094vl SH230-34 5