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obligations (the "Notes"), by the City of Lauderdale, Minnesota (the "City of Lauderdale"), in the
<br />estimated maximum principal amount of $9,000,000; and
<br />WHEREAS, the City, the City of Red Wing, Minnesota (the "City of Red Wing"), and the City of
<br />Lauderdale are proposing to enter into a Cooperative Agreement, to be dated on or after January 1, 2016
<br />(the "Cooperative Agreement"), pursuant to which the City and the City of Red Wing will consent to the
<br />issuance of the Notes by the City of Lauderdale to refinance the New Brighton Project and other facilities
<br />owned and operated by BCC and located in the City of Red Wing, and the City of Lauderdale will agree
<br />to issue the Notes for such purposes; and
<br />WHEREAS, on the date hereof, the City Council of the City conducted a duly noticed public
<br />hearing in accordance with Section 147(f) of the Internal Revenue Code of 1986, as amended (the
<br />"Code"), and the Act with respect to the refinancing of the New Brighton Project and the issuance of the
<br />Notes; and
<br />NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of New Brighton,
<br />Minnesota, as follows:
<br />1. The City has determined that it is desirable, feasible, and consistent with the objectives
<br />and purposes of the Act, and it is in the best interest of the City, to approve the issuance of the Notes by
<br />the City of Lauderdale, and the City hereby approves and authorizes the issuance of the Notes by the City
<br />of Lauderdale to refinance, in part, the New Brighton Project.
<br />2. The Notes are to be issued pursuant to authority conferred by the Act. The Notes will
<br />constitute an obligation secured solely by revenues derived from the operation of the New Brighton
<br />Project, revenues of the other facilities to be refinanced with the proceeds of the Notes, and other security
<br />provided by the Borrower. The Notes will neither constitute a general or moral obligation of the City or
<br />the City of Lauderdale nor be secured by any taxing power of the City or the City of Lauderdale.
<br />3. The Mayor and the City Manager are hereby authorized and directed to execute and
<br />deliver the Cooperative Agreement. All of the provisions of the Cooperative Agreement, when executed
<br />and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same
<br />extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution
<br />and delivery thereof. The Cooperative Agreement shall be substantially in the form on file with the City
<br />which is hereby approved, with such omissions and insertions as do not materially change the substance
<br />thereof, or as the Mayor and the City Manager, in their discretion, shall determine, and the execution
<br />thereof by the Mayor and the City Manager shall be conclusive evidence of such determination.
<br />4. Officials and staff of the City and other officers, employees, and agents of the City are
<br />hereby authorized and directed to prepare and furnish to Kennedy & Graven, Chartered, as bond counsel
<br />to the City of Lauderdale ("Bond Counsel"), certified copies of all proceedings and records of the City
<br />relating to the approval of the issuance of the Notes, including a certification of this resolution. Such
<br />officers, employees, and agents are hereby authorized to execute and deliver, on behalf of the City, all
<br />other certificates, instruments, and other written documents that may be requested by Bond Counsel or
<br />other persons or entities in conjunction with the issuance of the Notes.
<br />5. The Borrower shall pay to the City any and all costs paid or incurred by the City in
<br />connection with the Notes or the refinancing of the New Brighton Project, whether or not the financing is
<br />carried to completion and whether or not the Notes or operative instruments are executed and delivered.
<br />6. This resolution shall be in full force and effect from and after its passage.
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