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RESOLUTION AUTHORIZING THE ISSUANCE OF COMMERCIAL DEVELOPMENT REFL7NDINGREVENLJE BONDS (ROSEVILLE OFFICE PLAZA PROJECT) SERIES 2004 AND THE EXECUTION OF VARIOUS DOCLJMENTS 1N CONNECTIONTHEREWITH WHEREAS, the City of Roseville (the "City") has received a proposal fiom Oakcrest Properties, Inc., a Minnesota corporation (the "Borrower"), that the City issue its revenue bonds in the aggregate principal amount of $2,550,000 to refund the outstanding principal balance of the City's Commercial Development Refunding Revenue Bonds (Oakcrest Office Plaza Project) Series 1994 (the "Prior Bonds") originally issued on behalf of the Borrower in order to refinance a multiple tenant office building located at 1970 Oakcrest Avenue in the City (the "Project"). NOW THEREFORE, BE TT RESOLVED by the City Council of the City of Roseville, Minnesota, as follows: 1. The Borrower has proposed that the City issue its $2,550,000 Commercial Development Refunding Revenue Bonds (Roseville Office Plaza Project) Series 2004 (the "Bonds") to refinance the Project pursuant to an Indenture of Trust (the "Indenture"), executed by the City and Marshall & Ilsley Trust Company N.A (the "Trustee") at the interest rate or rates as set forth in the Indenture. 2. The Bonds will be purchased fiom the City in accordance with a Bond Purchase Agreement (the "Bond Purchase Agreement") among the City, the Borrower and Dougherty & Company LLC (the "Underwriter"). The Bonds will be offered to the public by the Underwriter pursuant to an Official Statement (the "Official Statement"). 3. Pursuant to the terms of a proposed Loan Agreement between the City and the Borrower (the "Loan Agreement"), the City will loan the proceeds of the Bonds to the Borrower to refinance the Proj ect. The Loan Agreement also provides for the Borrower to pay the City any out of pocket expenses incurred by the City in connection with the execution and administration of the Loan Agreement and the Bonds. 4. The payment of the principal of, purchase price of, and interest on the Bonds is secured by an Amended and Restated Combination Mortgage, Security Agreement and Fi�ure Financing Statement (the "Mortgage"), fiom the Borrower to the Trustee, by which the Borrower grants to the Trustee a mortgage lien on and security interest in certain mortgaged property, as described therein, and by a Guaranty Agreement (the "Guaranty") fiom certain affiliates of the Borrower to the Trustee. 5. Forms of the following documents have been submitted to staff of the City: (a) the Loan Agreement; (b) the Indenture; (c) the Mortgage; (d) the Guaranty;