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'. :: ~ .. CITY OF NEW BRIGHTON COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION NO. 84- 112 A RESOLUTION APPROVING EXECUTION OF A DISBURSING AGREEMENT AND CERTAIN OTHER DOCUMENTS WITH RESPECT TO THE CITY'S $2,975,000 COMMERCIAL DEVELOPMENT REVENUE BONDS (NEW BRIGHTON BUSINESS CENTER PRO- JECT) SERIES B BE IT RESOLVED by the City Council (the "Council") of the City of New Brighton, Minnesota (the "City"), as follows: Section 1. Recitals. 1. 0 1. The City and Winfield Developments, Inc. ("Winfield") have executed that certain Contract for Private Development and Lease Purchase Agreement, dated as of June 18, 1983 (the "Develop- ment Agreement"), pursuant to which the City has leased certain land to Winfield for the purpose of private redevelopment. Win- field has subleased a portion of such land to New Brighton Ven- ture II, a Minnesota general partnership ("Venture II"), with the consent of the City and upon assumption by Venture II of certain rights and obligations of Winfield under the Development Agreement. The City has issued its $2,975,000 Commercial Development Revenue Bonds (New Brighton Business Center Project) Series B (the "Bonds") and loaned the proceeds thereof to Venture II to finance the acqui- sition and construction of certain office facilities on the land by Venture II (the "Project") pursuant "to a Loan Agreement, dated as of December 1, 1983 (the "Loan Agreement") between the City and Venture II. The Bonds were issued to provide permanent financing for the Project and it was contemplated at the time of issuance that Venture II would secure other construction finan- cing for the Project. 1.02. Venture II has requested National City Bank of Minnea- polis ("National City") to provide construction financing for the Project through issuance of its irrevocable letters of credit in favor of. Phoenix Mutual Life Insurance Company, the guarantor of the Bonds, during the construction period. National City, as a condition of issuing its letters of credit, has requested the City to make certain certifications with respect to the Develop- ment Agreement and the Loan Agreement and to execute a proposed Disbursing Agreement by and among the City, National City as Bond Trustee, National City as issuer of the letters of credit and Phoenix with respect to the disbursement of the proceeds of the Bonds.