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RESOLt1'1'IOK _0. 9083 At1'1'BORIIIKG DB SALB AND ISSUANCB OF COMMERCIAL DBVBLOPKBKT RBFUNDING RBVBNUB BONDS (OAKCRBST OFFICE PLAIA PROJECT) SERIBS 1"4, !'BE BXBCUTION OF RELATED DOCtJKEIfTS DD !'BE PBRJ'ORXAlfCE OF RBLATBD ACTIONS BB IT IlESOLVBD by the city Council of t.he Cit.y of Roseville,· Minnesota (the "City"), as follows: Section, 1. Authorization and Recitals. 1.01 General Authoritv. Pursuant t.o Minnesota statute~, Sections 469.152 through 469.165 (the "Act"), the City J.S authorized to issue revenue bonds to refund the City's Commercial Development Refunding Revenue Bonds, Series 1988A (Oakcrest Office Plaza Project) (the "Prior Bonds") that were issued to refinance the acquisition and construction of a multiple tenant professional office building containing approximately 43,000 rentable square feet located at 1970 Oakcrest Avenue in the City (the "Project"), which constitutes a "project" within the meaning of the Act. 1.02 froposed Financinq. The Project will be owned by Oakcrest Properties, Inc. or an affiliate (the "Borrower"), a Minnesota corporation. The Borrower has requested the city to issue and sell its Commercial Development Refunding Revenue Bonds, (Oakcrest Office Plaza Project) Series 1994, in an aggregate principal amount of not to exceed $3,595,000 (the "Bonds"). The Bonds are proposed to be issued pursuant to an Indenture of Trust (the "Indenture") between the City and the Trustee named therein (the "Trustee"). Sale proceeds of the Bonds are proposed to be loaned to the Borrower pursuant to a Loan Agreement (the "Loan Agreement") in order to refinance the Project by the refunding of the Prior Bonds as described above. The Loan Agreement will provide for payments from the Borrower sufficient to timely pay when due all principal of and interest on the Bonds. The Bonds are proposed to be secured by an assignment to the Trustee of all rights of the City in the Loan Agreement (with certain exceptions) , by a mortgage lien on and security interest in the Project granted pursuant to a Mortgage Agreement from the Borrower to the City and assigned to the Trustee (the "Mortgage"), and by a Guaranty Aqreement executed by EMA, Inc. in favor of the Trustee (the "Guaranty"). Dougherty, Dawkins, Strand & Bigelow Incorporated (the "Underwriter") proposes to act as the underwriter to purchase the Bonds at t.he prices and upon t.he t.erms set forth in a Bond Purchase Agreement between the city, the Borrower and the Underwriter (the "Bond Purchase Agreement").