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HomeMy WebLinkAbout06-20 - ADMIN Resolution - Economic Development Authority - 2006/07/10EDA RESOLUTION NO. 06-20 RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF A TAXABLE TAX INCREMENT REVENUE NOTE (HOIGAARD VILLAGE PROJECT), SERIES 2006A, IN AN ORIGINAL AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,725,000 BE IT RESOLVED BY the Board of Commissioners ('Board") of the St. Louis Park Economic Development Authority, St. Louis Park, Minnesota (the "Authority") as follows: Section 1. Authorization; Award of Sale. 1.01. Authorization. The Authority and the City of St. Louis Park have heretofore approved the establishment of the Elmwood Village Tax Increment Financing District (the "TIF District') within Redevelopment Project No. 1 (the "Project'), and have adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public Redevelopment costs of the Project. Such bonds are payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its Taxable Tax Increment Revenue Note in an original aggregate principal amount not to exceed $1,725,000 (the "Note") for the purpose of financing certain public redevelopment costs of the Project. 1.02. Issuance, Sale, and Terms of the Note. The Note is issued in accordance with that certain Contract for Private Redevelopment between the Authority and Union Land II LLC, a Minnesota limited liability corporation (the "Redeveloper") dated as of March 6, 2006, as amended by a First Amendment thereto dated as of July 10, 2006 (the "Agreement'). The Redeveloper has retained Dougherty Funding LLC (the "Placement Agent') to arrange the sale of participations in the Note. The Authority hereby authorizes issuance of the Note in accordance with terms set forth in this Resolution to the Placement Agent, at a price of par. The Note shall be dated as of the date of delivery thereof and shall bear interest at a rate not to exceed 7.75% per annum to maturity. The Note shall be payable in semi-annual installments of principal and interest in the amounts, at the rates and on the dates (the "Payment Dates"), and shall bear such other terms to be negotiated by the Placement Agent, the Redeveloper and the Executive Director of the Authority and set forth in the final form of the Note. Section 2. Form of Note. The Note shall be in substantially the following form, with the blanks to be properly filled in as of the date of issue and with such modifications as necessary to conform to the final terms of the Note, as agreed upon by the Placement Agent, the Redeveloper and the Executive Director of the Authority: EDA Resolution No. 06-20 No. R-1 -2- UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN ST. LOUIS PARK, MINNESOTA ECONOMIC DEVELOPMENT AUTHORITY TAXABLE TAX INCREMENT REVENUE NOTE (HOIGAARD VILLAGE PROJECT), SERIES 2006A Initial Interest Rate Maturity Date February 1, 2010 Registered Owner: Dougherty Funding LLC Date of Original Issue July _, 2006 The St. Louis Park Economic Development Authority (the "Authority"), for value received, certifies that it is indebted and hereby promises to pay to the registered owner set forth above or its assigns (the "Registered Owner"), but solely from the Available Tax Increments (defined below), the principal sum of $ (or such lesser aggregate of the principal amounts of this Note which shall have been advanced by the Registered Owner and duly recorded on the Principal Ledger attached to and made a part of this Note) and to pay interest thereon at the interest rate set forth above, as and to the extent set forth herein. This Note is issued pursuant to that certain Contract for Private Redevelopment between the Authority and Union Land II, LLC ("Redeveloper") dated as of March 6, 2006, as amended by a First Amendment thereto dated as of July 10, 2006 (the "Agreement'). Capitalized terms herein have the meaning assigned in the Agreement unless the context clearly requires otherwise. 1. Advances; Maximum Principal Amount. The Registered Owner hereby agrees to advance the principal amount of the Note to or at the direction of the Authority under the following terms and conditions: (a) Principal in the amount necessary to pay costs of issuance of the Note will be advanced without regard to the disbursement conditions set forth below. (b) Principal in an amount satisfying all conditions precedent to disbursement to Redeveloper under Section 7.3(c) of the Agreement will be advanced on the date hereof to pay or reimburse Public Redevelopment Costs previously incurred in accordance with the Agreement. (c) Additional principal in the amount of $ will be advanced to the Authority on the date hereof as capitalized interest for deposit in the Debt Service Fund, such amount being the amount estimated to pay the interest due on the Note through February 1, 2009; provided that on February 1, 2009, any amounts allocated to capitalized interest under this paragraph in excess of the amount needed for such purpose will be reallocated for disbursement under paragraphs (d) and (e) below. EDA Resolution No. 06-20 -3- (d) Additional principal will be advanced from time to time, but not more than once in any calendar month, upon satisfaction of all conditions precedent to disbursement to Redeveloper under Section 7.3(c)(iii) of the Agreement, including approval of each draw request by both the Authority and the Registered Owner. (e) If the entire principal amount of the Note has not been advanced under paragraphs (a) through (d) above by October 31, 2006, any balance will on that date be advanced for deposit in an escrow account held by an escrow agent selected jointly by the Authority and Registered Owner, and disbursed to Redeveloper from time to time in accordance with the terms of Section 7.3(c)(iii) of the Agreement. Any amounts so deposited in escrow that are not disbursed to Redeveloper by April 30, 2007 will on that date be transferred to the Debt Service Fund. (f) Notwithstanding anything to the contrary herein, the total principal amount advanced shall not exceed $ 2. Payments. Interest shall accrue on said advanced and unpaid principal amounts of this Note from the date of each advance at the interest rate set forth above, payable on February 1, 2007 and each February 1 and August I thereafter to and including February 1, 2010 ("Payment Dates"). The principal amount of this Note is due on the Maturity Date as defined below. Principal of this Note is subject to prepayment in accordance with the terms of Sections 5, 6 and 7 of this Note. In the event the Available Tax Increment, as defined below, is not sufficient to pay all principal of this Note (whether pursuant to mandatory redemption or maturity) and accrued interest due on this Note on any Payment Date, the Available Tax Increment shall be applied first to accrued and unpaid interest, and then to principal. The term "Maturity Date" means the earlier of (a) the date all principal and accrued interest on this Note have been paid in full; (b) the date the Note is terminated in accordance with Section 8 hereof; or (c) February 1, 2010. Payments are payable by mail to the address of the Registered Owner as set forth in the Authorization and Registration provisions of this Note, or such other address as the Registered Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 3. Interest. Interest at the rate stated herein shall accrue on the principal amount advanced and unpaid from time to time, commencing on the date of each advance, until maturity. Interest shall be computed on the basis of a year of 360 days and charged for actual days principal is unpaid. 4. Available Tax Increment. Payments on this Note are payable on each Payment Date solely from the Available Tax Increment together with the portion of the proceeds of the Note advanced as capitalized interest in accordance with the terms of the Note. As defined in the Agreement, the term "Available Tax Increment' means, on each Payment Date, 95% of the Tax Increment attributable to the Redevelopment Property described in the Agreement and received by the Authority from the County pursuant to the Tax Increment Act in the six month period before each Payment Date. The term Tax Increment does not include any amounts retained by or payable to the State auditor under Section 469.177, subd. 11 of the Tax Increment Act, or any amounts described in Section 469.174, solid. 25, clauses (2) through (4) of the Tax Increment Act. EDA Resolution No. 06-20 -4- The Registered Owner acknowledges that the TIF District includes properties other than the Redevelopment Property, and that the County remits Tax Increments to the Authority on the basis of the captured tax capacity of the entire TIF District. Consequently, the Authority will need to determine the amount of Available Tax Increment received from the entire TIF District that is properly allocable to the Redevelopment Property. The Registered Owner acknowledges and agrees that the Available Tax Increment allocable to the Redevelopment Property, if the Redeveloper has paid the property taxes on the Redevelopment Property in accordance with law, will be calculated by the Authority by determining the captured tax capacity of the Redevelopment Property and the percentage that such captured tax capacity of the Redevelopment Property bears to the total captured tax capacity of the TIF District excluding parcels on which taxes are delinquent (the "Redeveloper's Percentage"). The Available Tax Increment allocated by the Authority to the Redevelopment Property will be equal to the total Available Tax Increment received by the Authority from the TIF District multiplied by the Redeveloper's Percentage. The Registered Owner acknowledges that the amount of Available Tax Increment that is determined by the Authority to be properly allocable to the Redevelopment Property could be less than the property taxes paid by the Redeveloper on the captured tax capacity of the Redevelopment Property as a result of decreases in valuation of other properties in the TIF District to a valuation that is less than that upon which the original tax capacity was based. The Authority shall have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than the Available Tax Increment or capitalized interest and the failure of the Authority to pay all or any portion of principal or interest on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal and interest hereon to the extent of the Available Tax Increment and capitalized interest. If on any Payment Date the balance of funds in the Debt Service Fund created under the Resolution (defined below) is insufficient to make the payment due on that date, the deficiency will be deferred and paid, without interest thereon, to the extent possible on any subsequent Payment Date on which the Authority has available funds in the Debt Service Fund in excess of the payment due on such date. The Authority makes no warranty or representation that the Available Tax Increment will be sufficient to pay all or any portion of the principal or interest on this Note. 5. Redemption of Note. This Note shall be subject to redemption on and after 20 upon 30 days' prior written notice, in whole or in part, at a redemption price of one hundred percent (100%) of the principal amount thereof to be redeemed plus interest accrued to the date of redemption, without premium on the following dates and from the following sources: (i) on any Payment Date fi-om the Available Tax Increment (together with other amounts then on deposit in the Debt Service Fund) in excess of the Available Tax Increment applied to the required payments under this Note on that Payment Date; and (ii) on any date from the proceeds of the Refunding Notes of the Authority issued to refund this Note and from any other source provided by the Redeveloper. 6. Default; Termination. At the Authority's option, this Note shall terminate and the Authority's obligation to make any payments under this Note shall be discharged upon the occurrence of certain Events of Default by the Redeveloper, as described in Section 9.2(b) and (c) of the Agreement and relating to non-payment or delinquent payment of taxes, or willful reduction of taxes, after expiration of the one-year cure period set forth in Section 9.2(c) of the Agreement. EDA Resolution No. 06-20 -5- 7. Nature of Obligation. This Note is one of an issue in the total principal amount of $ issued to aid in financing certain public redevelopment costs and administrative costs of a Redevelopment Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as amended and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the Authority on July 10, 2006, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.1799, as amended. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment and capitalized interest pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 8. Registration and Transfer. This Note is issuable only as a fully registered note without coupons to one (1) Registered Owner. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the Authority, by the Registered Owner hereof in person or by such Registered Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Registered Owner. Upon such transfer or exchange and the payment by the Registered Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. The Authority agrees and understands that Registered Owner may convey participation interests in the Note to third parties, in the minimum amount of $100,000 and subject to the terms and conditions of this Section. This Note shall not be transferred, nor may a participation interest in this Note be given pursuant to any participation agreement, to any person, other than the Redeveloper or any guarantor of the principal and interest payments on the Note, unless the Authority has been provided with an opinion of counsel or a certificate of the transferor or transferee, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be perfonned in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. (The remainder of this page is intentionally left blank.) EDA Resolution No. 06-20 fel IN WITNESS WHEREOF, the Board of Commissioners of the St. Louis Park Economic Development Authority has caused this Note to be executed with the manual or facsimile signatures of its President and Executive Director, all as of the Date of Original Issue specified above. Attest Adopted by the Economic Development uthority July 10, 2006 rLq President AUTHENTICATION AND REGISTRATION PROVISIONS This is the Note described in the within mentioned Resolution. The ownership of the unpaid balance of the within Note is registered in the bond register of the Registrar, in the name of the person last listed below. Date of Registration 2006 Registered Owner Signature of Dougherty Funding LLC (The remainder of this page is intentionally left blank.) EDA Resolution No. 06-20 -7- Section 3. Terms, Execution and Delivery. 3.01. Denomination, Payment. The Note shall be issued as a typewritten note numbered R-1 in an amount not to exceed $1,725,000, the actual amount to be determined by the Placement Agent, the Redeveloper and the Executive Director of the Authority and set forth in the final form of the Note. The principal amount of the Note shall not exceed the amount necessary to generate proceeds for deposit in the Project Fund (defined below) in an amount equal to $1,308,042 (net of costs of issuance and capitalized interest). Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Payment Dates. The Note shall be dated as of its date of original issue. Principal of and interest on the Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the City Finance Director to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the Registered Owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the Registered Owner thereof or by an attorney duly authorized by the Registered Owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note shall not be transferred to any person, other than the Redeveloper or any guarantor of the principal and interest payments on the Note, unless the Authority has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) Improver or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. EDA Resolution No. 06-20 -8- (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation, shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. (h) Amendments. All of the provisions of the Note, when executed as authorized herein, shall be deemed to be a part of this resolution (the "Resolution") as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Note shall be substantially in the form in Section 2 of this Resolution, which form is hereby approved, with such necessary and appropriate variations, omissions and insertions (including changes to the aggregate principal amount of the Note, the stated maturity of the Note, the interest rate on the Note, the terms of redemption of the Note, and variation from Authority policies regarding methods of offering tax increment notes) as the President and the Executive Director, in their discretion, shall determine. The execution of the Note with the manual or facsimile signatures of the President and the Executive Director and the delivery of the Note by the Authority shall be conclusive evidence of such determination. 3.04. Preparation and Delivery. The Note shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. Notwithstanding such execution, the Note shall not be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on such Note has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Note certificates need not be signed by the same representative. The executed certificate of authentication on each Note shall be conclusive evidence that it has been authenticated and delivered under this EDA Resolution No. 06-20 -9- Resolution. When the Note has been so executed and authenticated, it shall be delivered by the Executive Director to the Owner upon payment of the purchase price therefor, and the Owner shall not be obligated to see to the application of the purchase price. Upon delivery, any preconditions to the delivery of the Note shall be deemed satisfied or waived by the Authority. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment as defined in the Note. Available Tax Increment shall be deposited in the Debt Service Fund in accordance with Section 4.03 hereof and applied to payment of the principal of, interest on and redemption price of the Note in accordance with the terms of the form of Note set forth in Section 2 of this Resolution. 4.02. Project Fund. (a) There is hereby created a special fund designated as the Taxable Tax Increment Note (Hoigaard Village Project) Series 2006A Project Fund (the "Project Fund"), to be held and administered by the Authority separate and apart from all other funds of the Authority (except as provided in (d) below). The Authority appropriates to the Project Fund the proceeds of the sale of the Note, as advanced. (b) The funds in the Project Fund will be disbursed (i) to pay or reimburse the Redeveloper for certain Public Redevelopment Costs in accordance with Section 1 of the Note and Section 7.3(c) of the Agreement, and (ii) to pay costs of issuance of the Note. (c) Any amounts advanced under section 1(e) of the Note will be held in escrow and disbursed in accordance with the terms described in Section 1(e) of the Note. All income received from investment of amounts on deposit with the escrow agent shall be credited to the Debt Service Fund. 4.03. Debt Service Fund. So long as the Note is outstanding and any principal thereof or interest thereon remains unpaid, the Authority shall maintain a separate Taxable Tax Increment Revenue Note (Hoigaard Village Project) Series 2006A Debt Service Fund (the "Debt Service Fund") to be used for no purpose other than the payment of the principal of and interest on the Note, except to the extent provided otherwise herein. The Authority appropriates and irrevocably pledges to the Debt Service Fund: (a) Available Tax Increment pledged pursuant to Section 4.01 of this Resolution; (b) all capitalized interest advanced pursuant to Section 1(c) of the Note; (b) all funds transferred from the escrow account in accordance with Section 1(e) of the Note; and (c) all investment earnings on funds held in the Debt Service Fund. The Debt Service Fund and all moneys deposited therein pursuant to this Resolution are hereby pledged to the payment of principal of and interest on the Note, except to the extent provided otherwise regarding reallocation of capitalized interest under Section 1(e) of the Note. 4.04. Additional Obligations. The Authority may issue additional Initial Notes, secured by a parity pledge of the Available Tax Increment, for the purpose of funding Public Redevelopment Costs under the Agreement upon satisfaction of the following conditions: (a) the Redeveloper has met the conditions precedent to the issuance of such Notes and the initial disbursement of proceeds thereof under the Agreement; (b) the Redeveloper has obtained construction financing for the applicable Stage of construction of the Redevelopment Property as defined in the Agreement, and all conditions of disbursement of such funds (other than normal and customary disbursement conditions) have been met; an (c) an Assessment Agreement for the applicable Stage has been EDA Resolution No. 06-20 -10- executed by the Authority, Redeveloper and City Assessor and recorded in the office of the Hennepin County Recorder, which agreement establishes values for the applicable Stage such that the minimum assessments for the Minimum Improvements as a whole (or actual assessed values, if available), is projected to generate Available Tax Increment sufficient to produce debt service coverage for the Note and the proposed additional Initial Notes of at least 105%. For the purposes of clause (c), Available Tax Increment will be projected assuming taxes at the lower of the original local tax rate for the TIF District or the most recently available local tax rate, and assuming property class rates in effect at the time of calculation. 4.05. Release of Pledge. Notwithstanding anything to the contrary herein, the Authority may release the pledge of Available Tax Increment generated from one or more parcels comprising the Redevelopment Property for the purpose of pledging such Available Tax Increment to one or more separate obligations of the Issuer upon request of the Redeveloper and consent of the Registered Owner, and upon the Authority's determination that the balance of the Redevelopment Property is projected to generate Available Tax Increment sufficient to produce debt service coverage for the Note (and any additional Initial Notes, if any are then outstanding) of at least 105%. For the purposes of this paragraph, Available Tax Increment will be projected assuming taxes at the lower of the original local tax rate for the TIF District or the most recently available local tax rate, and assuming property class rates in effect at the time of calculation. 4.06. Investment of Funds. All amounts held in the Project Fund (including any portion thereof held by an escrow agent in accordance with Section 1(e) of the Note) and Debt Service Fund will be invested in accordance with the provisions of Minnesota Statutes, Chapter I I8A, governing the investment of funds of governmental entities. Section 5. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Registered Owner of the Note certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. Continuing Disclosure. The continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule") do not apply to the Note, because the offering is exempt from such requirements under Section 15c2-12(d)(1)(i). Consequently, the Authority will not enter into any undertaking to provide continuing disclosure of any kind with respect to the Note. Section 7. Effective Date. This Resolution shall take effect and be in force from and after its approval and publication. Section 8. Execution of Closing Certificates and Other Necessary Documents. The President and the Executive Director are hereby authorized and directed to furnish to the purchaser of the Note at the closing such certificates as are required as a condition of sale. In addition, the President and the Executive Director are hereby authorized and directed to execute such other documents as may be necessary, depending on the terms of the Note. (The remainder of this page is intentionally left blank.) EDA Resolution No. 06-20 11- Revietked Executive Attest / .4t. , i 0� Secretary Of V 0 Adopted by the Economic Development Authority July 10, 2006 O-, �. (0":�� President