02-004 EDA
.
.
.
~ '.
RESOLUTION NO. 02-004
A RESOLUTION AWARDING THE SALE OF PUBLIC SAFETY FIRE FACILITY LEASE
REVENUE BONDS, SERIES 2002A
(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 Shore wood, 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 City that pursuant to a Ground Lease dated as of
September 1, 2002 (the "Ground Lease"), the Authority will acquire certain property from the City,
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 dated as of
September 1, 2002 (the "Lease").
1.03. Pursuant to a Trust Indenture dated as of September 1, 2002 (the "Indenture"),
between the Authority and U.S. Bank National Association, as trustee (the "Trustee"), the Authority
will issue its Public Safety Fire Facility Lease Revenue Bonds, Series 2002A (City of
Shorewood, Minnesota Lease Obligation) (the "Bonds") in an aggregate principal amount of
$3,865,000.
1.04. Under the Indenture, proceeds of the Bonds will be used to pay costs of acquisition,
construction and equipping of the Facilities described in the Lease.
1.05. Pursuant to an Assignment and Security Agreement dated as of September 1, 2002
(the "Assignment"), the Authority will assign 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
Bonds.
1.06. Forms of the Ground Lease, the Lease, the Indenture, the Assignment, the Official
Statement for the Bonds and a Continuing Disclosure Agreement of the City dated as of
September 1, 2002, have been prepared and submitted to the Authority and are on file with the
Authority.
DJG-194423v2
CH285-17
..
. ..
.
Section 2.
Sale of Bonds.
2.01. The proposal of Miller Johnson Steichen Kinnard (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 $3,865,000 plus accrued interest to date of delivery, for
Bonds bearing interest as follows:
Year of
Maturity
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
Year of
Maturity
2015
2016
2017
2018
2019
2020
2021
2022
2023
Interest
Rate
5.05%
5.10
5.15
5.20
5.25
5.30
5.50
5.50
5.50
Interest
Rate
3.00%
3.50
4.00
4.20
4.40
4.50
4.60
4.75
4.90
5.00
Net interest cost: 5.315%
2.02. The Authority will forthwith issue and sell the Bonds in the total principal amount of
$3,865,000 originally dated September 1, 2002, in the denomination of $5,000 each or any integral
multiple thereof, numbered No. R-l, upward, bearing interest as above set forth, and which 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 $135,000 2015 $205,000
2006 140,000 2016 215,000
2007 140,000 2017 225,000
2008 150,000 2018 235,000
2009 155,000 2019 250,000
2010 160,000 2020 260,000
2011 170,000 2021 275,000
2012 175,000 2022 290,000
2013 185,000 2023 305,000
2014 195,000
2.03. Execution, Authentication and Delivery. The Bonds, substantially in the form
provided in the 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 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,
DJG-194423v2
CH285-17
.
.
.
.
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 Ground Lease, the Lease, the
Indenture, the 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 Ground Lease, the Lease and the 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 from other moneys realized
by the Trustee after default or termination of the 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.
5.03. The Authority authorizes the Purchaser to forward the amount of proceeds of the
Bonds allocable to the payment of issuance expenses (other than amounts payable to Kennedy &
Graven, Chartered) to U.S. Bank National Association on the closing date for further distribution as
directed by the Authority's financial advisor, Juran and Moody, a division of Miller Johnson
Steichen Kinnard.
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
DJG-194423v2
CH285-17
..
.
.
.
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 501(c)(3) bonds) which will be issued by the
Authority (and all subordinate entities of the City) during calendar year 1998 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the Authority during
calendar year 2002 have been designated for purposes of Section 265(b )(3) of the Code.
6.03. The Authority will use its best efforts to comply
requirements which may apply in order to effectuate the deS'il;?ns
Dated: September 12, 2002 ~
President
ATTEST:
DJG-194423v2
CH285-17