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WHEREAS, in order to issue the Bonds in accordance with the provisions of the <br />Indenture, it is necessary to execute certain supplements to the Indenture and the Lease, more <br />specifically, a certain Supplement to Lease Purchase Agreement, dated as of September 1, 2002 <br />(the "Lease Supplement"), between the City and the Authority, and a certain Supplement to Trust <br />Indenture, dated as of September 1, 2002 (the "Indenture Supplement"), between the Authority <br />and the Trustee under the Indenture; and <br /> <br /> WHEREAS, with respect to the Bonds, as long as the Lease (as supplemented by <br />the Lease Supplement) remains in effect, the City is an obligated person under the provisions of <br />Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission pursuant to <br />the Securities and Exchange Act of 1934, as amended, and is therefore subject to continuing <br />disclosure requirements under the Rule; and accordingly, the City will execute a certain <br />Continuing Disclosure Undertaking respecting the Bonds (the "Continuing Disclosure <br />Undertaking"): <br /> <br /> NOW, THEREFORE, BE IT RESOLVED by the City Council (the "Council") of <br />the City of Elk River, Minnesota, as follows: <br /> <br /> 1. Authorization of Bonds; Documents Presented. The Authority proposes to <br />issue the Bonds, which will be payable from additional rental payments to be made by the City <br />under the Lease, as amended and supplemented by the Lease Supplement. The Bonds shall bear <br />interest at the rates prescribed by the Indenture, as supplemented by the Indenture Supplement. <br />Forms of the Lease Supplement and the Continuing 'Disclosure Undertaking and other documents <br />relating to the Bonds (collectively, the "Bond Documents") have been submitted to the Council <br />and are now on file in the office of the City. <br /> <br /> 2. Approval and Execution of Bond Documents. The Mayor, the City <br />Administrator and other applicable City officials are hereby authorized to execute and deliver, on <br />behalf of the City, the Bond Documents in substantially the forms on file with the City, and the <br />Bond Documents are hereby approved. The Bond Documents shall include (1) all other <br />documentation which may be necessary for the City to execute in connection with the issuance <br />of the Bonds and (2) any cross easement or similar agreements respecting the split of the current <br />City Hall parcel occasioned by the issuance of the Bonds and certain separately secured Series <br />2002A Bonds (being issued to assist in financing the City's public safety facility). All of the <br />provisions of the Bond Documents when executed and delivered as authorized herein shall be <br />deemed to be a part of this resolution as fully and to the same extent as if incorporated herein and <br />shall be in full force and effect from the date of execution and delivery thereof. <br /> <br /> 3. Approval of Indenture. The City hereby approves and consents to the <br />execution of the Indenture Supplement and the Bonds (collectively the "Related Documents") in <br />substantially the forms submitted to the City. <br /> <br /> 4. Authorized City Representative. The City Finance Director is hereby <br />designated and authorized to act on behalf of the City as the City Representative respecting the <br />Bonds, as defined in the Indenture. <br /> <br />1431832vl 2 <br /> <br /> <br />