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HomeMy WebLinkAbout90-08 - ADMIN Resolution - Economic Development Authority - 1990/09/18MICROFILMED RESOLUTION EDA 90-8 RESOLUTION OF THE Sr. LOUIS PARS ECONOMIC DEVELOPMENT AUTHORITY APPROVING SALE AND PROVIDING FORM, TERMS, PLEDGE OF TAX INCREMENTS AND FINDINGS, COVENANTS AND DIRECTIONS RELATING TO TAX INCREMENT REVENUE REFUNDING BONDS, SERIES 1990 OF THE ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY; AND AUTHORIZING EXECUTION AND DELIVERY OF CONTRACT OF PURCHASE AND AMENDMENT TO TAX INCREMENT PLEDGE AGREEMENT AND RELATED DOCUMENTS RESOLVED BY THE ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY ("EDA"): Section 1. Authorization, Findings and Definitions. 1.01. The Districts. By resolutions duly adopted, the City of St. Louis Park, Minnesota (the "City") has created the following project areas and tax increment districts pursuant to Minnesota Statutes, Sections 469.001 to 469.047 (or their predecessor statutes): (i) Excelsior Boulevard Redevelopment Project, approved February 1, 1977 ("Excelsior Boulevard"); and (ii) Oak Park Village Redevelopment Project, approved November 6, 1972 ("Oak Park Village") (Excelsior Boulevard and Oak Park Village are collectively referred to herein as the "Districts"). The control, authority and operation of the Districts were transferred to EDA by Resolution No. 88-134 of the City. By Resolution No. 90-4 of EDA adopted March 19, 1990 and Resolution No. 90-29 of the City adopted on March 19, 1990, the geographical areas of the project areas of Excelsior Boulevard and Oak Park Village have been expanded and are coterminous (such expanded coterminous area is referred to herein as the "Project Area"). 1.02. Outstanding Bonds. The City has outstanding with respect to the Districts the following obligations (the. "Prior Bonds"): District Description of Remaining Bonds Excelsior Boulevard $6,205,000 Variable Rate Demand General Obligation Tax Increment Bonds, Series 1985 (the "Series 1985 Bonds") Oak Park Village $1,200,000 General Obligation Redevelopment Bonds of 1976 (the "Series 1976 Bonds") and the following obligations (the "Refunded Bonds"): District Description of Bonds Excelsior Boulevard $6,000,000 Tax Increment Revenue Bonds, Series 1990 and Oak Park Village 1.03. Tax Increment. Under the law applicable to each District at the time of its creation, the City requested the Hennepin County Auditor to certify the assessed value, of all taxable property in each District as of the preceding January 2, which assessed value, now referred to as tax capacity, as adjusted in accordance with law applicable to tax increment computation for such District, is hereinafter referred to as the "Original Tax Capacity". The tax capacity of all taxable property in each District as determined for each year, less the Original Tax Capacity, is hereinafter referred to as the "Captured Tax Capacity". The ad valorem taxes derived from such property by applying to the Captured Tax Capacity the aggregate tax capacity rate levied by all governmental entities having authority to levy taxes on such property is hereinafter referred to as the "Tax Increment". Under applicable law and subject to the limitations thereof, the Hennepin County Auditor is required to pay to EDA in each year the Tax Increment for each District described in Section 1.01 hereof as now established in such year. 1.04. Available Tax Increment. The Tax Increment available in each year after payment or provision for payment from Excelsior Boulevard of the principal, interest and any redemption price due on the Series 1985 Bonds in such year and after payment or provision for payment, from Oak Park Village of the principal, interest and any redemption price due in such year on the Series 1976 Bonds shall be referred to as the "Available Tax Increment." 1.05. Authorization. Under Minnesota Statutes, Section 469.178, subd..4, EDA is authorized to issue and sell revenue bonds to fund redevelopment costs of a project including refunding bonds previously issued therefor. It is hereby found and determined that it is in the best interest of EDA and the City for EDA to issue its tax increment revenue bonds to refund the Refunded Bonds as herein authorized. Section 2. Terms and Form of the Bonds. 2.01. Award. EDA hereby determines that the offer of Miller & Schroeder Financial Inc. (the "Purchaser") to purchase the Bonds hereinafter described at a price of $5,910,000 plus accrued interest, if any, is a reasonable offer and shall be and hereby is accepted. The form of Bond Purchase Agreement proposed to be entered into between the Underwriter and EDA is hereby approved and shall be executed by the President and countersigned by the Executive Director in substantially the form on file, with such changes therein not inconsistent with law as the officers executing the same may approve, which approval shall be conclusively evidenced by the execution thereof. 2.02. Bond Terms. The Bonds shall be issued in the aggregate original principal amount of $6,000,000 in denominations of $5,000 or integral multiples thereof, shall be dated September 1, 1990, and shall be designated "Tax Increment Revenue Refunding Bonds, Series 1990." The Bonds shall mature on September 1, 2009, subject to prior redemption as set forth in Section 2.03, and shall bear interest at the rate of _ percent (_%) per annum, payable semiannually on March 1 and September 1 of each year, commencing March 1, 1991. The Bonds shall be numbered from R-1 upwards. Interest on the Bonds shall be computed on the basis of a 360 -day year of twelve 30 -day months. 2.03. Redemption of Bonds. (a) The Bonds are subject to mandatory sinking fund redemption prior to maturity on September 1, of the following years in the following amounts: MICROFILMED Year Amount 2001 $ 310,000 2002 345,000 2003 385,000 2004 430,000 2005 475,000 2006 530,000 2007 1,080,000 2008 1,175,000 2009 (maturity) 1,270,000 The principal amounts of the Bonds required to be redeemed on each sinking fund installment date as set forth above (the "Sinking Fund Installments"), may be reduced through the earlier optional redemption thereof, with any optional redemptions of Bonds of such maturities credited against future mandatory sinking fund redemption requirements for such Bonds in inverse order of Sinking Fund Installment dates (treating amounts intended to be paid at maturity as Sinking Fund Installments). In addition, on or prior to the 60th day preceding any mandatory redemption date, EDA may purchase Bonds in an amount not exceeding the amount of Bonds required to be redeemed on such date and at a price not exceeding the principal amount thereof plus accrued interest to the date of redemption. Any Bonds so purchased shall be cancelled and the redemption thereof shall be credited against the principal amount of Bonds of such maturity required to be redeemed on the next mandatory redemption date. (b) The Bonds are subject to redemption and prior payment in whole or in part in such amounts as EDA may designate at the option of EDA on September 1, 2001, and any interest payment date thereafter for which proper notice can be given at a redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest to the redemption date, plus a premium (as a percentage of principal redeemed) stated below: Redemption Date Premium September 1, 2001 and March 1, 2002 2% September 1, 2002 and March 1, 2003 1% September 1, 2003 and thereafter None (c) Not more than forty nor less than thirty days prior to any redemption date, notice of any such redemption shall be given by mail to the registered owners and published notice, if required by law, shall be given in accordance with Chapter 475, Minnesota Statutes. In the event of redemption of less than all of the Bonds, the Bond Registrar shall assign to each Bond of such maturity then outstanding a distinctive number for each $5,000 maturity amount of such Bonds and shall select by lot in the manner it determines the order of numbers, at $5,000 for each number, for all outstanding Bonds. The order of selection of Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected, but only so much of the maturity amount of each Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it as so selected. EDA shall mail a copy of the notice of redemption required by the Bond Resolution by registered or certified mail or overnight delivery service for receipt not less than thirty (30) days before such redemption date to the following: The Depository Trust Company, 711 Steward Avenue, Garden City, New York 11530; Midwest Securities Trust Company, Capital Structures -- Cali Notification, 440 South LaSalle Street, Chicago, Illinois 60605; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department; and Standard and Poor's Called Bond Record, 25 Broadway, New York, New York 10004; provided, however that such mailing shall not be a condition precedent to any redemption and failure so to mail any such notice shall not affect the validity of any proceedings for the redemption of Bonds. 2.04. Method of Payment; Registrar and Paving Agent. The Bonds shall be payable as to principal or redemption price, upon presentation at the office of First Trust National Association, as initial Registrar and Paying Agent, or at the offices of such other successor agents as EDA may hereafter designate upon 60 days' mailed notice to the registered owners at their registered addresses. Payment of interest on the Bonds shall be by check or draft of the Registrar mailed to the registered owners as of the record date for payment; provided that at the written request of the registered owner of at least $500,000 in principal amount of Bonds, payment of interest on such Bonds shall be made by wire transfer of immediately available funds to any bank or trust company in the continental United States in accordance with the directions of the registered owner. 2.06. Bond Form. The Bonds shall be in substantially the form set forth in Exhibit A to this Resolution, which may be printed on the face or on the back or partially on the face or back, with the necessary variations as to number, CUSIP Number, denomination, rate of interest and date of maturity, the blanks therein to be properly filled in. 2.06. Registration. As long as any of the Bonds issued under the Resolution shall remain outstanding, EDA shall maintain and keep at the office of the Bond Registrar an office or agency for the payment of the principal of. and interest on such Bonds, as in this Resolution provided, and for the registration of transfers. Upon surrender for transfer of any Bond at the office of the Bond Registrar with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the registered owner's duly authorized attorney, and upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, EDA shall execute and the Bond Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more fully registered Bonds of the same series, of any authorized denominations and of a like aggregate principal amount, interest rate and maturity. Any Bonds, upon surrender thereof at the office of the Registrar may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of Bonds of the same maturity and interest rate of any authorized denominations. In all cases in which the privilege of exchanging Bonds or transferring fully registered Bonds is exercised, EDA shall execute and the Bond Registrar shall deliver Bonds in accordance with the provisions of this Resolution. For every such exchange or transfer of Bonds, whether temporary or definitive, EDA or the Bond Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting 4 MICROFILMED such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Notwithstanding any other provision of this Resolution, the cost of preparing each new Bond upon each exchange or transfer, and any other expenses of EDA or the Bond Registrar incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by EDA.. EDA shall not be obligated to make any such exchange or transfer of Bonds during the fifteen (15) days next preceding the date of the first publication or in the mailing (if there is no publication) of notice of redemption in the case of a proposed redemption of Bonds. EDA and the Bond Registrar shall not be required to make any transfer or exchange of any Bonds called for redemption in whole or in part. In the event any Bond is mutilated, lost, stolen, or destroyed, EDA shall execute and the Registrar shall authenticate a new Bond of like date, maturity, and denomination as that mutilated, lost, stolen, or destroyed; provided that in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Registrar, and in the case of any lost, stolen, or destroyed Bond, there shall be first furnished to EDA and the Registrar evidence of such loss, theft, or destruction satisfactory to EDA and the Registrar, together with an indemnity satisfactory to them. In the event any such Bond shall have matured or been called for redemption, instead of issuing a duplicate Bond, EDA may pay the same without surrender thereof. EDA and the Registrar may charge the holder or owner of such Bond with their reasonable fees and expenses in this connection. 2.07. Record Dates. Interest on any Bond which is payable, and is punctually paid or duly provided for, on any interest payment date shall be paid to the person in whose name that Bond (or one or more Bonds for which such bond was exchanged) is registered at the close of business on the 15th day of the preceding month. Any interest on any Bond which is payable, but is not punctually paid or duly provided for, on any interest payment date shall forthwith cease to be payable to the registered holder on the relevant regular record date solely by virtue of such holder having been such holder; and such defaulted interest may be paid by EDA in any lawful manner, if, after notice given by EDA to the Bond Registrar of the proposed payment pursuant to this paragraph, such payment shall be deemed practicable by the Bond Registrar. Such payments shall then be made to the persons in whose names the Bonds are registered at the close of business on a special record date established by the Bond Registrar. Subject to the foregoing provisions of this paragraph, each Bond .delivered under this Resolution upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other bond and each such Bond shall bear interest from such date that neither gain nor loss in interest shall result from such transfer, exchange or substitution. 2.08. Owners. As to any Bond, EDA and the Bond Registrar and their respective successors, each in its discretion, may deem and treat the person in whose name the same for the time being shall be registered as the absolute owner thereof for all purposes and neither EDA nor the Bond Registrar nor their respective successors shall be affected by any notice to the contrary. Payment of or on account of the principal of any such Bond shall be made only to or upon the order of the registered owner thereof, but such registration may be changed as above provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. 5 Section 3. Execution and Delivery 3.01. Bonds. The Bonds shall be executed by the respective manual or facsimile signatures of the President and Executive Director. The text of the approving legal opinion of Holmes & Graven, Chartered, of Minneapolis, Minnesota, shall be printed on the reverse side of each Bond and shall be certified by the facsimile signature of the Executive Director. When said Bonds shall have been duly executed and registered by the Registrar in accordance with this Resolution, the same shall be delivered to the purchasers upon payment of the purchase price, and the receipt of the Executive Director to said purchasers thereof shall be a full acquittance; and said purchasers shall not be bound to see to the application of the purchase money. The Bonds shall not be valid for any purpose until the registration certificate or certificate of authentication shall have been manually executed by the Bond Registrar. 3.02. Certificates. Unless litigation' shall have been commenced and be pending questioning the Bonds, proceedings for the creation of the Districts, Available Tax Increment pledged for payment of the Bonds, or the organization of EDA, or incumbency of its officers, at the closing, the President shall also execute and deliver to the Underwriter a suitable certificate as to absence of material litigation, and the Executive Director shall also execute and deliver his certificate as to payment for and delivery of the Bonds, and the signed approving legal opinion of Holmes do Graven, Chartered as to the validity and enforceability of the Bonds. 3.03. Amendment to Pledge Agreement. The form of the Amendment to Pledge Agreement on file with the Executive Director of the EDA is hereby approved. The Amendment to Pledge Agreement, with appropriate insertions and formal revisions as shall be necessary or appropriate, shall be executed by the President and Executive Director in substantially the form on file, with such changes therein not inconsistent with law as the officers executing the same may approve, which approval shall be conclusively evidenced by the execution thereof. The Amendment to Pledge Agreement, when executed, shall be filed in the office of the Hennepin County Director of Property Taxation prior to the issuance of the Bonds. 3.04. Escrow Agreement and Remarketing Agreement and Bond Purchase Contract. The form of the Bond Purchase Contract with Miller & Schroeder Financial, Inc. on file with the Executive Director of the EDA is hereby approved. The Bond Purchase Contract with appropriate insertions and formal revisions as shall be necessary or appropriate, shall be executed by the President and Executive Director in substantially the forms on file, with such changes therein not inconsistent with law as the officers executing the same may approve, which approval shall be conclusively evidenced by the execution thereof. 3.05. Other Authorized Persons. In the absence or unavailability of any commissioner or officer of EDA directed or authorized to perform any act hereunder, any other commissioner or officer of the Agency, to the extent permitted by law, is hereby authorized to perform such act. Section 4. Application of Proceeds 4.01. Funds and Accounts. EDA hereby establishes the following special segregated accounts to be maintained for the purposes set forth herein: MICROFILMED (1) the Series 1990 Tax Increment Revenue Bonds Debt Service Account (the "Debt Service Account"); (2) the Series 1990 Tax Increment Revenue Bonds Reserve Account (the "Reserve Account"); and (3) the Series 1990 Tax Increment Revenue Bonds Project Account (the "Project Account") including a Refunding Subaccount and a General Subaccount. 4.02. Appropriation of Funds. All accrued interest received on the sale of the Bonds shall be deposited in the Debt Service Account. All remaining proceeds of the Bonds shall be deposited in the Refunding Subaccount of the Project Account. Amounts received from First Trust National Association as Escrow Agent (the "Escrow Agent") with respect to the Refunded Bonds shall be deposited as follows. (a) an amount equal to $600,000 (the "Reserve Requirement") shall be deposited in the Reserve Account, and (b) the balance of the proceeds received from the Escrow Agent shall be deposited in the General Subaccount of the Project Account. 4.03. Project Account. EDA hereby covenants to maintain the Project Account. Amounts in the Refunding Subaccount of the Project Account shall be held by the Issuer and transferred to the Escrow Agent on October 1, 1990 to be applied solely to the redemption of the Refunded Bonds and to no other purpose. Amounts in the General Subaccount of the Project Account may be disbursed to pay or reimburse EDA for payment of public redevelopment costs of the Project Area, and other costs as permitted by law. Amounts in the Project Account shall be transferred to the Rebate Account at the times and in the amounts required pursuant to Section 6.01. Section 5. Debt Service Account; Reserve Account 5.01. Debt Service Account; Reserve Account, Pledge of Tax Increment. EDA hereby covenants to maintain as long as the Bonds are outstanding two accounts to be known as the Debt Service Account and Reserve Account, respectively, which accounts, together with all Available Tax Increment received by EDA to be deposited therein in accordance with this Resolution, are hereby pledged to the payment of the principal and interest and premium, if any, of the Bonds. Promptly upon the receipt by EDA of an installment of Available Tax Increment from Hennepin County which has been derived from the Districts, the Treasurer shall deposit into the Debt Service Account the following. (i) with respect to installments of Available Tax Increment received from each September 1 through the next succeeding February 28 or 29, there shall be deposited to the Debt Service Account that portion of the Available Tax Increment received as shall, together with amounts then on deposit in the Debt Service Account, equal at least the interest due on the next March 1 and one-half of the principal amount of Bonds due on the next September 1; and (ji) with respect to installments of Available Tax Increment received from each March 1 to the next succeeding August 31, there shall be deposited to the Debt Service Account that portion of the Available Tax Increment received as shall, together with amounts then on deposit in the Debt Service Account, equal at least the interest due on the next September 7 1 and the principal amount of Bonds payable on the next September 1. In each case, after the foregoing deposits, there shall be deposited to the Reserve Account such portion of the Available Tax Increment received as shall be necessary to cause the amount therein to equal the Reserve Requirement after such deposits. At the time of receipt of each installment of Available Tax Increment, the Treasurer shall record the same in the appropriate fund or account maintained for the receipt of Available Tax Increment with respect to each District and simultaneously shall debit each such account up to the amount of the Available Tax Increment installment for such District then credited thereto such that the aggregate amount charged to such accounts for each Districts equals the amount then required to be deposited in the Debt Service Account or Reserve Account. The remainder of any Available Tax Increment installment not required to be transferred by the Treasurer to the Debt Service Account or Reserve Account shall not be deemed pledged to the payment of principal or interest on any Bonds and may be retained in the funds or accounts maintained for the payment of development or redevelopment costs of the District from which such remaining Available Tax Increment was derived or applied to debt service on bonds or other obligations issued and made payable from the corresponding District, or, if so directed by resolution of EDA, the Treasurer shall transfer the remaining funds to the Hennepin County Auditor for payment to other taxing jurisdictions or apply the same to other purposes authorized by law. EDA may from time to time by resolution direct the Treasurer as to the relative portion of each Available Tax Increment installment which is to be charged to each District, but in the absence of such direction the determination shall be made by the Treasurer. In the event installments of Available Tax Increment from Hennepin County are at any time received in a manner which does not combine the Available Tax Increment from the Districts in a single installment or in a manner which results in multiple installments in any six month period, EDA may direct the Treasurer to make appropriate bookkeeping transfers among the accounts maintained for each District to accomplish EDA's objective of specifying the source of payments to the Debt Service Account or Reserve Account. All income received from the investment of amounts on deposit in the Debt Service Account or the Reserve Account shall be credited in the same manner as payments of Tax Increment. From amounts on deposit in the Debt Service Account the Treasurer shall cause to be paid the principal of and interest on the Bonds. Moneys in the Debt Service Account shall be used for no other purpose. In addition to the foregoing deposits, EDA hereby covenants to maintain from amounts pledged hereunder, so long as any of the Bonds are outstanding, funds and investments on deposit in the Reserve Account in an amount equal to the Reserve Requirement. Moneys in the Reserve Account shall be used to the extent needed to pay the principal and interest and redemption price of the Bonds when due to the extent amounts on deposit in the Debt Service Account are insufficient for such purpose, and if not so applied, shall be transferred to the Debt Service Account and used to pay the last payments of principal due whether at maturity or upon earlier redemption. In computing the amounts on deposit in the Debt Service Account or Reserve Account at any time, Qualified Investments, as defined in Section 5.02 hereof, shall be valued at face value if purchased at par or at the amortized value if purchased at other than par. For purposes of this Section, "amortized value," when used with respect to an obligation purchased at a premium above or a discount below par, 8 MICROFILMED means the value as of any given time obtained by dividing the total premium or discount at which such obligation was purchased by the number of days remaining to maturity on such obligation at the date of such purchase and by multiplying the amount thus calculated by the number of days having passed since such purchase; and (a) in the case of an obligation purchased at a premium by deducting the product thus obtained from the purchase price, and (b) in the case of an obligation purchased at a discount by adding the product thus obtained to the purchase price. Valuation as of any particular date shall include the amount of interest then earned or accrued to such date on any moneys or investments in the Debt Service Account or Reserve Account. Amounts in the Debt Service Account and the Reserve Account shall be transferred to the Rebate Account at the times and in the amounts required pursuant to Section 6.01. 5.02. Investment of Funds. Any moneys held as a part of the Debt Service Account shall be invested or reinvested by the Treasurer, to the extent then permitted by law, in (a) direct obligations of (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America; (b) bonds, debentures or notes or other evidence of indebtedness payable in cash issued by any one or a combination of any of the following federal agencies whose obligations represent the full faith and credit of the United States of America: Export Import Bank of the United States, Federal Financing Bank, Farmer's Home Administration, Federal Housing Administration, Maritime Administration, Public Housing Authority, Government National Mortgage Association; (c) certificates of deposit with commercial banks, savings association insurance fund, and mutual savings banks properly secured at all times by collateral security described in (a) and (b) above; (d) the following investments fully insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation: (i) certificates of deposit, (ii) savings accounts, (iii) deposit accounts, or (iv) depository receipts of commercial banks, savings association insurance fund, and mutual savings banks; or (e) investment agreements approved by the Bond Insurer ("Qualified Investments"). All Qualified Investments in the Debt Service Account, shall mature on or prior to the next September 1. Investment of funds pursuant to this Section shall be limited as to amount and yield of investment in such manner that no part of the outstanding Bonds shall be deemed "arbitrage bonds" under Section 148 of the Internal Revenue Code of 1986, as amended, and regulations thereunder. 5.03. Other Obligations. EDA may at any time grant a pledge of or lien on the Available Tax Increment of any District or portion thereof which is subordinate to the pledge to the Bonds under this Resolution. EDA shall not pledge or permit the pledge of any Available Tax Increment from a District or portion thereof which is prior to or on a parity with the pledge to the Bonds hereunder. Section 6. Non -Arbitrage Covenants; General Covenants; Rebate. 6.01. The EDA covenants and agrees with the Purchaser and holders of the Bonds that (a) the investments of proceeds of the Bonds, including the investment of any revenues pledged to the Bonds which are considered proceeds under the applicable regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such manner that the Bonds shall not be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986 (the "Code") and ii regulations thereunder and (b) to the extent required by law, the EDA will make or cause to be made annual calculations as to the yield on the Bonds and on invested amounts in the Project Account and the Debt Service Account and will rebate to the United States of America any amounts with respect to the Bonds necessary to be rebated under Section 148 of the Code. There shall be established a separate, segregated account known as the "Rebate Account" for the deposit of investment earnings in amounts not less than the rebate amount. Funds in the Rebate Account shall not be deemed pledged to the Bonds. On the basis of the existing facts, estimates and circumstances, including the foregoing findings and covenants, the EDA hereby certifies that it is not expected that the proceeds of the Bonds will be used in such manner as to cause the Bonds to be arbitrage bonds under Section 148 of the Code and regulations thereunder. The President and the Secretary shall furnish an arbitrage certificate to the Purchaser embracing or .based on the foregoing certification at the time of delivery of the Bonds to the Purchaser. The proceeds of the Bonds will likewise be used in such manner that the Bonds are not private activity bonds under Section 141 of the Code. 6.02. The EDA covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended, and the applicable Treasury Regulations, and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become subject to taxation under the Code and such Treasury Regulations. 6.03. The EDA covenants that it will file with the Internal Revenue Service the information required under Section 149(e) of the Code. 6.04. The aggregate amount of tax-exempt bonds (other than private activity bonds and other than refunding bonds) to be issued by the EDA in 1990 will not exceed $10,000,000. Therefore, the EDA hereby designates the Bonds as qualified tax-exempt obligations within the meaning of Section 265(b)(3)(B) of the Code. Section 7. Miscellaneous 7.01. Registration. The Executive Director is hereby authorized and directed to certify a copy of this Resolution and to cause the same to be filed with the Director of Property Taxation of Hennepin County, and to obtain his certificate as to registration of the Bonds. 7.02. Certificates; Other Actions. The President, the Executive Director and other officers and employees of EDA are hereby authorized and directed to furnish to the attorneys approving the Bonds, on behalf of the purchasers of the Bonds, certified copies of all proceedings and certifications as to facts shown by the books and records of EDA, to show the proceedings taken in connection with the Bonds, and the right and authority of EDA to issue the Bonds, and all such certified copies and certifications shall be deemed representations of fact on the part of EDA. All acts, conditions, and things required by the laws of the State of Minnesota, relating to the adoption of this Resolution, to the issuance of the Bonds, and to the execution of the other documents referred to herein to happen, exist, and be performed precedent to and in the enactment of this Resolution, and precedent to the issuance of the Bonds, and precedent to the execution of the other documents referred to herein have happened, exist, and have been performed as so required by 10 MICROFILMED law. The Board of Commissioners of EDA, officers of the EDA, and attorneys and other agents or employees of EDA are hereby authorized to do all acts and things required of them by or in connection with this Resolution and the other documents referred to herein for the full, punctual, and complete performance of all the terms, covenants, and agreements contained in the Bonds and the other documents referred to herein and this Resolution. If for any reason the officer of EDA designated herein is unable to execute and deliver those documents referred to in this Resolution, any other member of the Board of Commissioners of EDA may execute and deliver such documents with the same force and effect as if such documents were executed by such officer. No covenant, stipulation, obligation, representation, or agreement herein contained or contained in the other documents referred to herein shall be deemed to be a covenant, stipulation, obligation, representation, or agreement of any officer, agent, or employee of EDA in that person's individual capacity, and neither the Commissioners of the EDA nor any officer or employee executing the Bonds shall be liable personally on the Bonds to be subject to any personal liability or accountability by reason of the issuance thereof. 7.03. Defeasance. When there shall have been deposited at any time with a qualified bank or trust company in an irrevocable escrow account for the purpose, cash or direct obligations of or obligations fully guaranteed by the United States of America, the principal and interest on which shall be sufficient to pay the principal of any Bonds (and premium, if any) when the same become due, either at maturity or otherwise, or at the date fixed for the redemption thereof and to pay all interest with respect thereto at the due dates for such interest or to the date fixed for redemption, for the use and benefit of the holders thereof, then upon such deposit all such Bonds shall cease to be entitled to any line, benefit or security of this Resolution except the right to receive the funds so deposited, and such Bonds shall be deemed not be be outstanding hereunder; and it shall be the duty of the escrow agent to hold the cash and securities so deposited for the benefit of the holders of such Bonds and from and after such date, redemption date or maturity, interest on such Bonds thereof called for redemption shall cease to accrue. 7.04. Amendment. This Resolution may be amended or modified by action of the Board of Commissioners of the EDA provided, however, that no such amendment shall materially adversely affect the rights of the Owners of the Bonds hereunder, or change the terms of any Bonds, without the consent of the Owners of the Bonds affected thereby. 7.05. Effective Date. This Resolution shall take effect and be in force from and after its approval. Adopted by the St. Louis Park Economic Development Authority this 18th day of September, 1990. ATTEST: Secretary &1 Executive Director 11 President