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NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Elk
<br /> River Economic Development Authority as follows:
<br /> 1. Findings. The Board of Commissioners acknowledges, finds, determines and
<br /> declares that the Project will promote the welfare of the City and satisfies the purposes stated in
<br /> the Act.
<br /> 2. Authorization of Financing. Pursuant to the Lease Agreement between the
<br /> Authority and the City, dated as of September 1, 2002 (the "Lease"), the financing by the
<br /> Authority of the acquisition, construction and installation of the Project is hereby authorized and
<br /> approved.
<br /> 3. Acceptance of Offer to Purchase Bonds. The offer of U.S. Bancorp Piper Jaffray
<br /> (the "Purchaser")to purchase the Authority's Public Safety Building Lease Revenue Bonds,
<br /> Series 2002A (City of Elk River, Minnesota Lease Obligation), dated as of September 1, 2002
<br /> (the "Bonds", or individually a "Bond"), in accordance with the terms and at the rates of interest
<br /> set forth in the Indenture, and to pay therefor the sum of$7,923,753.30, plus interest accrued to
<br /> settlement, is hereby accepted. The Bonds shall bear interest at the rates, be in such amount and
<br /> denominations,be numbered, be dated, mature,be subject to redemption prior to maturity, be in
<br /> such form and have such other details and provisions as are prescribed by the Mortgage and
<br /> Security Agreement and Indenture of Trust between the Authority and U.S. Bank National
<br /> Association in St. Paul, Minnesota, as Trustee (the "Trustee"), dated as of September 1, 2002
<br /> (the "Indenture"). Each capitalized term which is used but not otherwise defined in this •
<br /> • resolution shall have the meaning given to that term pursuant to the Indenture.
<br /> 4. Special Obligations; Security; Authorization to Execute and Deliver Indenture
<br /> and Bonds. The Bonds shall be special obligations of the Authority payable solely from the
<br /> revenues derived by the Authority from the Project, in the manner provided in the Indenture. As
<br /> security for the payment of the principal of,premium, if any, and interest on the Bonds, pro rata
<br /> and without preference of any one Bond over any other Bonds, the Board of Commissioners
<br /> hereby authorizes the President and Secretary to execute the Indenture between the Authority
<br /> and the Trustee in substantially the form on file and to deliver the Indenture to the Trustee, and
<br /> hereby authorizes the execution of the Bonds, and hereby provides that the Indenture shall
<br /> provide the terms and conditions, covenants, rights, obligations, duties and agreements of the
<br /> Holders (as defined in the Indenture and hereinafter referred to as "Holders") of the Bonds, the
<br /> Authority and the Trustee as set forth therein.
<br /> 5. Authorization to Execute and Deliver the Bond Documents; Bond Insurance. The
<br /> President and the Secretary are hereby authorized to execute, attest and deliver the Lease,
<br /> including the short form thereof(together with the Indenture and the other documents authorized
<br /> by this resolution to be executed by the Authority, collectively, the "Bond Documents"), in
<br /> substantially the forms on file with the Secretary. All of the provisions of the Bond Documents,
<br /> when executed and delivered as authorized herein, shall be deemed to be part of this resolution
<br /> as fully and to the same extent as if incorporated herein and shall be in full force and effect
<br /> according to the terms thereof from the date of execution and delivery thereof
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