Loading...
HomeMy WebLinkAbout10-17 - ADMIN Resolution - Economic Development Authority - 2010/10/18EDA RESOLUTION NO. 10-17 RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF $3,495,000 TAX INCREMENT REVENUE BONDS (HOIGAARD VILLAGE), SERIES 2010A. BE IT RESOLVED BY the Board of Commissioners ("Board") of the St. Louis Park Economic Development Authority, St. Louis Park, Minnesota (the "Issuer") as follows: Section 1. Authorization; Award of Sale. 1.01. The Issuer and the City of St. Louis Park (the "City") previously established the Elmwood Tax Increment Financing District (the "TIF District") within Redevelopment Project No. 1 (the "Redevelopment Project"), and adopted a tax increment financing plan for the purpose of financing certain improvements within the TIF District, all pursuant to authority granted by Minnesota Statues, Sections 469.001 to 469.047 (the "HRA Act"), Sections 469.090 to 469.1081 (the "EDA Act"), and 469.174 to 469.1799, as amended (the "Tax Increment Act"). In order to provide for the redevelopment of the Redevelopment Project and the TIF District, the Issuer and Union Land II, LLC ("Union Land") entered into a Contract for Private Redevelopment, dated as of March 6, 2006, as amended (the "Contract"). The Contract provides for the development, among other things, of a mixed-use commercial and residential development referred to as Stage 1, and a 220 -unit rental apartment facility referred to as Stage 4. Pursuant to separate Assignment and Assumptions of Contract for Private Redevelopment dated as of January 12, 2007, Union Land assigned its rights in and obligations under the Contract to KAN & Associates, LLC ("KAN") as to the Phase II Minimum Improvements (as defined in the Contract), and to Webster Group, LLC, as to the Stage 2 Minimum Improvements. KAN subsequently assigned to Camarata, LLC ("Camarata") KAN's rights to and obligations under the Contract as to Stage 4, pursuant to an Assignment and Assumption of Contract for Private Redevelopment dated as of June 1, 2007. As their interests appear, Union Land and Camarata are referred to herein as "Redeveloper." 1.02. Pursuant to Section 469.178 of the Tax Increment Act, the Issuer is authorized to issue and sell its bonds or notes for the purpose of financing or refinancing public redevelopment costs in a project (which includes the Redevelopment Project established and administered under the HRA Act) and to pledge tax increment revenues derived from a tax increment financing district established within the Redevelopment Project to the payment of the principal of and interest on such obligations. 1.03. Pursuant to the Tax Increment Act and the Contract, the Issuer issued and sold two Initial Notes, consisting of its $1,663,000 Amended Taxable Tax Increment Revenue Note (Hoigaard Village Project), Series 2006A, dated July 1, 2006, and its $2,540,000 Taxable Tax Increment Revenue Note (Hoigaard Village Project), Series 2007A, dated April 26, 2007 (together, the "Initial Notes"), for the purpose of financing certain public redevelopment costs of the Redevelopment Project, secured by a parity pledge of Available Tax Increment (all capitalized terms herein have the meaning assigned in the Contract unless the context clearly requires otherwise). EDA Resolution No. 10-17 2 1.04. Pursuant to the terms of Resolution No. 10-15, adopted by the Board of the Issuer on September 7, 2010, the Contract, and the terms and conditions of this Resolution, the Issuer agreed to refinance the Initial Notes by issuing one or more tax-exempt tax increment revenue notes or bonds, subject to the satisfaction of certain conditions described in the Contract. The Issuer hereby finds and determines that (a) the conditions described in the Contract for issuance of tax- exempt tax increment revenue bonds have been met, and (b) it is in the best interests of the Issuer that it issue and sell its Tax Increment Revenue Bonds (Hoigaard Village), Series 2010A (the "Bonds") for the purpose of refinancing the outstanding principal amount of the Initial Notes, funding a reserve fund for the Bonds, and paying costs of issuance associated with issuance of the Bonds. 1.05. The offer of Dougherty & Company LLC (the "Purchaser") to purchase the Bonds, in accordance with the terms and at the rates of interest set forth hereinafter, for a purchase price of $3,394,093.80 is hereby accepted. The Purchase price represents the par amount of the Bonds less original issue discount in the amount of $13,531.20 and less an underwriting discount in the amount of $87,375.00. Section 2. Definitions. In this Resolution the following terms have the following respective meanings unless the context hereof clearly requires otherwise. Capitalized terms used herein which are not defined in this Section 2 have the meanings given them in the Contract. "Authorized Denominations" means $25,000, and integral multiples of $5,000 in excess thereof. "Available Tax Increment" means 95 percent of the Tax Increment derived from the Stage 1 Property and the Stage 4 Property during the six-month period preceding each Payment Date. "Board" means the Board of Commissioners of the Issuer. "Bond Closing" means the date of issuance of and payment for the Bonds. "Bond Counsel" means any attorney or firm of attorneys designated by the Issuer and nationally -recognized in the field of municipal. "Bond Fund" means the Fund by that name created and established by Section 6.03 of this Resolution. "Bondholder" or "Holder" means a person in whose name a Bond is registered in the Bond Register. "Bond Purchase Agreement" means the Bond Purchase Agreement, dated October 15, 2010, between the Issuer and the Purchaser providing for the purchase of the Bonds, and any amendments or supplements thereto. EDA Resolution No. 10-17 3 "Bonds" means the Tax Increment Revenue Bonds (Hoigaard Village), Series 2010A. "Bond Year" means initially the period from the date of Bond Closing to and including February 1, 2011, and thereafter each twelve month period beginning on each February 2 and ending on February 1 of the following year. "Business Day" means any day other than a Saturday, Sunday, legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Registrar is located are authorized by law or executive order to close. "City" means the City of St. Louis Park, Minnesota. "Code" means the Internal Revenue Code of 1986, as amended. "Contract" means the Contract for Private Redevelopment, dated as of March 6, 2006, between the Issuer and the Redeveloper, as amended by that First Amendment thereto dated as of July 10, 2006, that Second Amendment thereto dated as of March 5, 2007, that Third Amendment thereto dated as of April 28, 2008, that Fourth Amendment thereto dated as of August 17, 2009, and that Fifth Amendment thereto dated as of October 18, 2010. "County" means Hennepin County, Minnesota. "DTC" means The Depository Trust Company, New York, New York, and its successors and assigns. "Depository" means a trust company or other fiduciary acting as a depository with respect to the Bonds. "Excess Available Tax Increment" means, as of each February 1 Payment Date, the Available Tax Increment received by the Issuer in the previous twelve months that is in excess of the amount needed to pay debt service due on the Bonds on that February 1 Payment Date and the immediately previous August 1 Payment Date, after taking into account any amounts then on deposit in the Bond Fund. "Fund" means any of the funds created and described in Section 6 hereof. "HRA Act" means Minnesota Statutes, Sections 469.001 to 469.047, as amended. "Issuer" means the St. Louis Park Economic Development Authority, a public body corporate and politic under the laws of Minnesota. "Maturity" means, when used with respect to any Bond, the date on which the principal of such Bond becomes due and payable as therein or herein provided, whether at the stated Maturity or by scheduled redemption or declaration of acceleration or call for redemption or otherwise. EDA Resolution No. 10-17 4 "Maturity" means, when used with respect to any Bond, the date on which the principal of such Bond becomes due and payable as therein or herein provided, whether at the stated Maturity or by scheduled redemption or declaration of acceleration or call for redemption or otherwise. "Outstanding" means, when used with reference to Bonds, as of the date of determination, all Bonds theretofore authenticated and delivered under this Resolution except: (a) Bonds theretofore cancelled by the Registrar or delivered to the Registrar for cancellation; (b) Bonds and portions of Bonds for whose payment or redemption money or securities (as provided in Section 7 hereol) shall have been theretofore irrevocably deposited with the Registrar or any other paying agent for such Bonds in trust for the Holders of such Bonds, provided, however, that if such Bonds are to be redeemed, notice of such redemption shall have been duly given pursuant to this Resolution or irrevocable instructions to call such Bonds for redemption at a stated Redemption Date shall have been given to the Registrar; and (c) Bonds in exchange for or in lieu of which other Bonds shall have been authenticated and delivered pursuant to this Resolution; provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Bonds have given any request, demand, authorization, direction, notice, consent or waiver hereunder, Bonds owned by the Issuer or purchased by the Registrar as provided herein shall be disregarded and deemed not to be Outstanding, except that in determining whether the Registrar shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Bonds which the Registrar actually knows to be so owned shall be disregarded. "Participants" means those broker-dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository. "Payment Date" means each February 1 and August 1, commencing on February 1, 2011. "Permitted Investments" means any investment permitted pursuant to Minnesota Statutes, Chapter 118A. "Purchaser" means Dougherty & Company, LLC. "Record Date" means with respect to any Payment Date on the Bonds, (a) the fifteenth day of the month (whether or not a Business Day) next preceding such Payment Date (each, a "Regular Record Date") or (b) if there is a default in payment of interest due on such Payment Date, a "Special Record Date" for the payment of such defaulted interest established by the Registrar in accordance with Section 3.04(b). EDA Resolution No. 10-17 5 "Redeveloper" means Union Land II, LLC and Camarata, LLC. "Redevelopment Project" means Redevelopment Project No. 1 administered by the Issuer. "Registrar" means the registrar who shall act as Registrar, transfer agent and paying agent, or any successor Registrar or other fiduciary acting as Registrar, transfer agent or paying agent for the Bonds. The initial Registrar is Bond Trust Services Corporation "Representation Letter" means any letter of representations or agreement from the Issuer to DTC with respect to the Bonds, and any similar letter or other agreement with any successor depository for the Bonds. "Reserve Requirement" means $165,875.00. "Resolution" means this Resolution No. approved by the Issuer on October 18, 2010. "Stage 1 Property" means the property so described in EXHIBIT A of this Resolution. "Stage 4 Property" means Lots 2 and 3, Block 1, Hoigaard Village 2nd Addition, according to the recorded plat thereof, Hennepin County, Minnesota. "State" means the State of Minnesota. "Tax Increment" means that portion of the real property taxes which is paid with respect to the Stage 1 Property and the Stage 4 Property and that is remitted to the Issuer as tax increment pursuant to the Tax Increment Act. 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, subd. 25, clauses (2) through (4) of the Tax Increment Act. "Tax Increment Act" or "TIF Act" means Minnesota Statutes, Sections 469.174 through 469.1799, as amended. "TIF District" means the Elmwood Tax Increment Financing District established by the Issuer and the City. "Treasury Regulations" means the income tax regulations promulgated by the United States Department of the Treasury under the Code and applicable to the Bonds. Section 3. Terms of Bonds Generally. 3.01. Special Obligations. The Bonds are special limited obligations of the Issuer, the principal of and interest on which are payable solely from Available Tax Increment and shall be a valid claim of the respective Holders only against the Available Tax Increment which is pledged and shall be used for no other purpose than to pay the principal of and interest on the Bonds, except as otherwise expressly authorized in this Resolution. The Bonds are not general or moral obligations of the City, the State, the Issuer or any political subdivision or Issuer of the State. The Holder shall have no right to compel the exercise of the taxing powers of the State, the Issuer or any political EDA Resolution No. 10-17 6 Section 3. Terms of Bonds Generally. 3.01. Special Obligations. The Bonds are special limited obligations of the Issuer, the principal of and interest on which are payable solely from Available Tax Increment and shall be a valid claim of the respective Holders only against the Available Tax Increment which is pledged and shall be used for no other purpose than to pay the principal of and interest on the Bonds, except as otherwise expressly authorized in this Resolution. The Bonds are not general or moral obligations of the City, the State, the Issuer or any political subdivision or Issuer of the State. The Holder shall have no right to compel the exercise of the taxing powers of the State, the Issuer or any political subdivision or Issuer of the State. The Bonds are not an indebtedness of the State, the Issuer or any political subdivision or Issuer of the State within the meaning of any constitutional or statutory limitation on indebtedness, other than the HRA Act and the Tax Increment Act. 3.02. Forms Generally. The Bonds shall be in substantially the form set forth in EXHIBIT B, with such other appropriate insertions, omissions, substitutions or other variations as are required or permitted by this Resolution. Definitive Bonds may be printed, lithographed or engraved or produced by a combination of these methods, or may be produced in any other manner. All signatures appearing on the Bonds (other than the signature of an officer of the Registrar appearing in the certificate of authentication) may be facsimiles. Section 3.03. Principal Amount, Designation, Interest Rates, Maturities. (a) The Bonds shall be issued under and secured by this Resolution and denominated "Tax Increment Revenue Bonds (Hoigaard Village), Series 2010A." The Bonds shall be issued in the aggregate principal amount of $3,495,000.00 and dated as of the date of delivery. (b) The Bonds shall be issued in fully registered form, numbered separately consecutively upward, and the Bonds shall bear interest from their date of issue, payable each Payment Date. If a default has occurred in the payment of any interest, the Registrar shall establish a special Record Date for such payment as hereinafter provided. Interest on the Bonds shall be computed on the basis of a 360 -day year with twelve (12) months of thirty (30) days. (c) The Bonds shall mature on the dates listed below, in the following respective principal amounts, and shall bear interest at the rates per annum for each stated maturity of the Bonds as set forth below opposite the respective stated maturities: (The remainder of this page is intentionally left blank.) EDA Resolution No. 10-17 7 Section 3.04. PUment of Interest and Principal. (a) The Bonds shall be payable in lawful money of the United States of America in immediately available funds: (i) in the case of principal of, redemption price and any premium on such Bond, delivered or transmitted to the Holder when due; and (ii) in the case of interest on such Bonds, delivered or transmitted on any date interest is due to the Holder of that Bond at the close of business on the Record Date applicable to that Payment Date (the "Regular Record Date"). All Bonds shall be payable as to principal and redemption price in lawful money of the United States at the principal office of the Registrar upon presentment and surrender of the Bonds being paid, and interest on each Bond shall be payable by check or draft drawn upon the Registrar and mailed on the applicable Payment Date to the Holder thereof at the address of such Holder as reflected on the Bond Register on the Regular Record Date; provided that upon written instruction from any Holder of not less than $1,000,000 principal amount of the Bonds received at least five days prior to the Regular Record Date (or all Outstanding Bonds, if less than $1,000,000 principal amount of Bonds is Outstanding), payments to such Holder may be made to such Holder in immediately available funds, on the date such payment is due, by wire transfer as instructed by the Holder and upon payment by the Holder of the cost of such wire transfer. (b) Notwithstanding the foregoing, if and to the extent that the Issuer shall fail to make payment or provision for payment of interest on any Bond due on any date, that interest ("defaulted interest") shall cease to be payable to the person who was the Holder of that Bond as of the original Regular Record Date. When money becomes available for payment of such defaulted interest: (i) the Registrar shall establish a "Special Record Date" for the payment of such defaulted interest which shall be not more than fifteen (15) nor fewer than ten days prior to the date of the proposed payment; and (ii) the Registrar shall cause notice of the proposed payment and of the Special Record Date to be mailed by first class mail, postage prepaid, to each Holder at its address as it appears on the Bond Register not fewer than ten days prior to the Special Record Date and, thereafter, such defaulted interest shall be payable to the persons who are the Holders of the Bonds at the close of business on the Special Record Date as above established. Section 3.05, Registered Form and Denominations. All Bonds shall be in fully registered form without coupons in Authorized Denominations and shall be issued in the stated Maturities and shall bear interest at such rates per annum and have such other terms as are set forth in this Resolution. Section 3.06. Execution of Bonds. Each Bond shall be executed in the name of, and on behalf of, the Issuer by the manual, facsimile or photocopied signature of its President and Executive Director, but the Issuer's corporate seal may be omitted as permitted by law. Any Bond may be signed, sealed or attested on behalf of the Issuer by any person who, at the date of such act, shall hold the proper office, and the validity thereof shall not be impaired by the fact that one or more officers authorized to execute such Bond shall have ceased to be in office or did not hold such office on the formal issuance date thereof. EDA Resolution No. 10-17 8 Section 3.04. moment of Interest and Principal. (a) The Bonds shall be payable in lawful money of the United States of America in immediately available funds: (i) in the case of principal of, redemption price and any premium on such Bond, delivered or transmitted to the Holder when due; and (ii) in the case of interest on such Bonds, delivered or transmitted on any date interest is due to the Holder of that Bond at the close of business on the Record Date applicable to that Payment Date (the "Regular Record Date"). All Bonds shall be payable as to principal and redemption price in lawful money of the United States at the principal office of the Registrar upon presentment and surrender of the Bonds being paid, and interest on each Bond shall be payable by check or draft drawn upon the Registrar and mailed on the applicable Payment Date to the Holder thereof at the address of such Holder as reflected on the Bond Register on the Regular Record Date; provided that upon written instruction from any Holder of not less than $1,000,000 principal amount of the Bonds received at least five days prior to the Regular Record Date (or all Outstanding Bonds, if less than $1,000,000 principal amount of Bonds is Outstanding), payments to such Holder may be made to such Holder in immediately available funds, on the date such payment is due, by wire transfer as instructed by the Holder and upon payment by the Holder of the cost of such wire transfer. (b) Notwithstanding the foregoing, if and to the extent that the Issuer shall fail to make payment or provision for payment of interest on any Bond due on any date, that interest ("defaulted interest") shall cease to be payable to the person who was the Holder of that Bond as of the original Regular Record Date. When money becomes available for payment of such defaulted interest: (i) the Registrar shall establish a "Special Record Date" for the payment of such defaulted interest which shall be not more than fifteen (15) nor fewer than ten days prior to the date of the proposed payment; and (ii) the Registrar shall cause notice of the proposed payment and of the Special Record Date to be mailed by first class mail, postage prepaid, to each Holder at its address as it appears on the Bond Register not fewer than ten days prior to the Special Record Date and, thereafter, such defaulted interest shall be payable to the persons who are the Holders of the Bonds at the close of business on the Special Record Date as above established. Section 3.05. Registered Form and Denominations. All Bonds shall be in fully registered form without coupons in Authorized Denominations and shall be issued in the stated Maturities and shall bear interest at such rates per annum and have such other terms as are set forth in this Resolution. Section 3.06. Execution of Bonds. Each Bond shall be executed in the name of, and on behalf of, the Issuer by the manual, facsimile or photocopied signature of its President and Executive Director, but the Issuer's corporate seal may be omitted as permitted by law. Any Bond may be signed, sealed or attested on behalf of the Issuer by any person who, at the date of such act, shall hold the proper office, and the validity thereof shall not be impaired by the fact that one or more officers authorized to execute such Bond shall have ceased to be in office or did not hold such office on the formal issuance date thereof. EDA Resolution No. 10-17 9 (d) No Bond may be transferred or exchanged in violation of any applicable federal or state securities laws. Section 3.10. Bonds Mutilated, Destroyed. Stolen or Lost. In the event that any Bond is mutilated, destroyed, stolen or lost, the Issuer shall execute and the Registrar shall authenticate and deliver, in lieu of any such mutilated, destroyed, stolen or lost Bond, a new Bond of like date, denomination and series as the Bond mutilated, destroyed, stolen or lost, but bearing a number not contemporaneously outstanding, 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 such destroyed, stolen or lost Bond, there shall be first furnished to the Registrar evidence of such destruction, theft or loss satisfactory to the Registrar, together with indemnity in favor of the Registrar and the Issuer. The Registrar may charge the Holder of such Bond their reasonable fees and expenses in this connection. All such Bonds so surrendered to the Registrar shall be cancelled by the Registrar. In case any such mutilated, destroyed, stolen or lost Bond has become or is about to become due and payable, the Issuer shall, instead of issuing a new Bond, cause the Registrar to pay such Bond out of money held by the Registrar and available for such purpose. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, stolen or lost Bonds. Section 3.11. Nonpresentment of Bonds. Except as otherwise provided by applicable law, in the event any Bond shall not be presented for payment when due, either at the stated Maturity thereof, upon a Redemption Date, or otherwise, if money sufficient to pay such Bond shall have been made available to the Registrar pursuant to the provisions of this Resolution for the benefit of the Holder thereof, all liability of the Issuer to the Holder thereof for the payment of such Bond shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Registrar to hold such funds, without liability for interest thereon, for the benefit of the Holder of such Bond, who shall thereafter be restricted exclusively to such funds, for any claim of whatever nature on his, her or its part under this Resolution or on, or with respect to, said Bond; provided that any funds which shall be so held by the Registrar and which remain unclaimed by the Holder of any Bond not presented for payment within two years after such date as upon which all of the Bonds shall have been fully paid or retired or provision for such payment has been made as provided in Section 9 of this Resolution shall be paid to the Issuer, free of any trust or lien, and thereafter any such Holder shall look only to the Issuer for payment of such amount without interest thereon and the Registrar shall have no further responsibility with respect to such money. Section 3.12. Temporary Bonds. (a) Pending the preparation of definitive Bonds, the Issuer may execute, and the Registrar shall authenticate and deliver, temporary Bonds which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are issued, with such changes as may be necessary to reflect more than one stated Maturity in a temporary bond, in fully registered form, and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Bonds may determine, as evidenced by their signing of such Bonds. EDA Resolution No. 10-17 10 (d) No Bond may be transferred or exchanged in violation of any applicable federal or state securities laws. Section 3.10. Bonds Mutilated, Destroyed, Stolen or Lost. In the event that any Bond is mutilated, destroyed, stolen or lost, the Issuer shall execute and the Registrar shall authenticate and deliver, in lieu of any such mutilated, destroyed, stolen or lost Bond, a new Bond of like date, denomination and series as the Bond mutilated, destroyed, stolen or lost, but bearing a number not contemporaneously outstanding, 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 such destroyed, stolen or lost Bond, there shall be first furnished to the Registrar evidence of such destruction, theft or loss satisfactory to the Registrar, together with indemnity in favor of the Registrar and the Issuer. The Registrar may charge the Holder of such Bond their reasonable fees and expenses in this connection. All such Bonds so surrendered to the Registrar shall be cancelled by the Registrar. In case any such mutilated, destroyed, stolen or lost Bond has become or is about to become due and payable, the Issuer shall, instead of issuing a new Bond, cause the Registrar to pay such Bond out of money held by the Registrar and available for such purpose. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, stolen or lost Bonds. Section 3.11. Nonpresentment of Bonds. Except as otherwise provided by applicable law, in the event any Bond shall not be presented for payment when due, either at the stated Maturity thereof, upon a Redemption Date, or otherwise, if money sufficient to pay such Bond shall have been made available to the Registrar pursuant to the provisions of this Resolution for the benefit of the Holder thereof, all liability of the Issuer to the Holder thereof for the payment of such Bond shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Registrar to hold such funds, without liability for interest thereon, for the benefit of the Holder of such Bond, who shall thereafter be restricted exclusively to such funds, for any claim of whatever nature on his, her or its part under this Resolution or on, or with respect to, said Bond; provided that any funds which shall be so held by the Registrar and which remain unclaimed by the Holder of any Bond not presented for payment within two years after such date as upon which all of the Bonds shall have been fully paid or retired or provision for such payment has been made as provided in Section 9 of this Resolution shall be paid to the Issuer, free of any trust or lien, and thereafter any such Holder shall look only to the Issuer for payment of such amount without interest thereon and the Registrar shall have no further responsibility with respect to such money. Section 3.12. Temporary Bonds. (a) Pending the preparation of definitive Bonds, the Issuer may execute, and the Registrar shall authenticate and deliver, temporary Bonds which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Bonds in lieu of which they are issued, with such changes as may be necessary to reflect more than one stated Maturity in a temporary bond, in fully registered form, and with such EDA Resolution No. 10-17 11 (c) The delivery by the Issuer of the Representation Letter shall not in any way limit the provisions of preceding paragraph of this Section or in any other way impose upon the Issuer any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, as shown on the Bond Register kept by the Registrar. The Registrar shall take all action necessary for all representations of the Registrar in the Representation Letter with respect to the Registrar to be complied with at all times. (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable written notice to the Issuer and the Registrar and discharging its responsibilities with respect thereto under applicable law. The Issuer, in its discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is appointed to undertake the functions of DTC hereunder, the Issuer is obligated to deliver Bond certificates to the beneficial owners of the Bonds, as described herein, at its expense, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Resolution. (e) Notwithstanding any other provision of this Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. (0 The Registrar is hereby authorized and requested to execute and deliver the Representation Letter and, in connection with any successor nominee for DTC or any successor depository, enter into comparable arrangements and shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Resolution. Section 4. Redemption. The Bonds are subject to redemption prior to maturity as follows: Section 4.01. Optional Redemption. Bonds may be redeemed, in whole or in part, at the option of the Issuer on February 1, 2018 and any date thereafter for which timely notice of redemption can be given, at a Redemption Price equal to the principal amount of the Bonds so redeemed plus interest accrued thereon to the Redemption Date. Bonds shall be subject to optional redemption pursuant to this Section 4.01 only if funds to implement such redemption are deposited in the Bond Fund on or before the date on which notice of redemption is required to be given by Section 4.03, unless the notice of redemption states that redemption is conditioned on sufficient funds being deposited in the Bond Fund on or before the Redemption Date. Section 4.02. Scheduled Mandates Redemption. The Bonds maturing on February 1, 2012, February 1, 2013, February 1, 2015, February 1, 2017, February 1, 2018, and February 1, 2023 are subject to scheduled mandatory redemption on the mandatory sinking fund redemption dates and in the principal amounts set forth in the following tables, at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, without premium, subject to pro rata reduction of such scheduled mandatory redemption payments to the extent that such Bonds are redeemed prior to maturity otherwise than pursuant to such scheduled mandatory redemption: EDA Resolution No. 10-17 12 that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to Regular Record Dates, the words "Cede & Co." in this Resolution shall refer to such new nominee of DTC. (c) The delivery by the Issuer of the Representation Letter shall not in any way limit the provisions of preceding paragraph of this Section or in any other way impose upon the Issuer any obligation whatsoever with respect to persons having interests in the Bonds other than the Bondholders, as shown on the Bond Register kept by the Registrar. The Registrar shall take all action necessary for all representations of the Registrar in the Representation Letter with respect to the Registrar to be complied with at all times. (d) DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving reasonable written notice to the Issuer and the Registrar and discharging its responsibilities with respect thereto under applicable law. The Issuer, in its discretion and without the consent of any other person, may terminate the services of DTC with respect to the Bonds. Upon the discontinuance or termination of the services of DTC with respect to the Bonds, unless a substitute securities depository is appointed to undertake the functions of DTC hereunder, the Issuer is obligated to deliver Bond certificates to the beneficial owners of the Bonds, as described herein, at its expense, and the Bonds shall no longer be restricted to being registered in the name of Cede & Co. as nominee of DTC, but may be registered in whatever name or names Bondholders transferring or exchanging Bonds shall designate, in accordance with the provisions of this Resolution. (e) Notwithstanding any other provision of this Resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. (0 The Registrar is hereby authorized and requested to execute and deliver the Representation Letter and, in connection with any successor nominee for DTC or any successor depository, enter into comparable arrangements and shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Resolution. Section 4. Redemption. The Bonds are subject to redemption prior to maturity as follows: Section 4.01. Optional Redemption. Bonds may be redeemed, in whole or in part, at the option of the Issuer on February 1, 2018 and any date thereafter for which timely notice of redemption can be given, at a Redemption Price equal to the principal amount of the Bonds so redeemed plus interest accrued thereon to the Redemption Date. Bonds shall be subject to optional redemption pursuant to this Section 4.01 only if funds to implement such redemption are deposited in the Bond Fund on or before the date on which notice of redemption is required to be given by Section 4.03, unless the notice of redemption states that redemption is conditioned on sufficient funds being deposited in the Bond Fund on or before the Redemption Date. Section 4.02. Scheduled Mandatory Redemption. The Bonds maturing on February 1, 2012, February 1, 2013, February 1, 2015, February 1, 2017, February 1, 2018, and EDA Resolution No. 10-17 13 Bonds Maturing February 1 2023 Redemption Date Principal Redemption Date Amount Principal Amount August 1, 2018 $140,000 February 1, 2019 $140,000 August 1, 2019 150,000 February 1, 2020 155,000 August 1, 2020 160,000 February 1, 2021 165,000 August 1, 2021 $170,000 February 1, 2022 $175,000 August 1, 2022 185,000 February 1, 2023* 320,000 *Maturity Section 4.03. Election to Redeem; Notice to Registrar. In case of any redemption of Outstanding Bonds pursuant to Section 4.01, the Issuer shall notify the Registrar at least thirty (30) days prior to the Redemption Date fixed by the Issuer of such Redemption Date and of the principal amount of Bonds to be redeemed. Section 4.04. Selection of Bonds to be Redeemed. (a) The Registrar shall promptly notify the Issuer, in writing, of the Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. (b) If less than all of the Bonds are to be redeemed other than in accordance with the scheduled mandatory redemption provisions of Section 4.02, the Registrar shall select by lot the Maturities of the Bonds to be redeemed and the principal amount to be redeemed from each Maturity, and the scheduled mandatory redemption requirements for each Maturity described in Section 4.02 shall be adjusted so that the resulting decrease in debt service on the Bonds (including scheduled mandatory redemption payments) during each six-month period commencing on each Payment Date is proportional, as nearly as practicable. If less than all of the Outstanding principal amount of the Bonds of a specific Maturity are to be redeemed, the specific Bonds to be redeemed shall be selected by the Registrar at random or in such manner as the Registrar shall deem fair and appropriate. Section 4.05. Notice of Redemption. (a) Notice of redemption shall be given by first-class mail, postage pre -paid, mailed not less than fifteen (15) days prior to the Redemption Date, to each Holder of Bonds to be redeemed at the address of such Holder appearing in the Bond Register. For Bonds registered to Cede & Co., as nominee of DTC, notice of redemption may instead by given by electronic notice, sent not less than fifteen (15) days prior to the Redemption Date. Neither failure to give notice by mail to any Holder, nor any defect in any notice so mailed, shall affect the validity of the proceedings for redemption of the Bonds held by any Holder to which proper notice by mail has been given. EDA Resolution No. 10-17 Redemption Date August 1, 2017 *Maturity Redemption Date 14 Principal Amount Redemption Date Principal Amount $130,000 February 1, 2018* $135,000 Bonds Maturing February 1, 2023 Principal Redemption Date Principal Amount Amount August 1, 2018 $140,000 February 1, 2019 $140,000 August 1, 2019 150,000 February 1, 2020 155,000 August 1, 2020 160,000 February 1, 2021 165,000 August 1, 2021 $170,000 February 1, 2022 $175,000 August 1, 2022 185,000 February 1, 2023* 320,000 *Maturity Section 4.03. Election to Redeem: Notice to Registrar. In case of any redemption of Outstanding Bonds pursuant to Section 4.01, the Issuer shall notify the Registrar at least thirty (30) days prior to the Redemption Date fixed by the Issuer of such Redemption Date and of the principal amount of Bonds to be redeemed. Section 4.04. Selection of Bonds to be Redeemed. (a) The Registrar shall promptly notify the Issuer, in writing, of the Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. (b) If less than all of the Bonds are to be redeemed other than in accordance with the scheduled mandatory redemption provisions of Section 4.02, the Registrar shall select by lot the Maturities of the Bonds to be redeemed and the principal amount to be redeemed from each Maturity, and the scheduled mandatory redemption requirements for each Maturity described in Section 4.02 shall be adjusted so that the resulting decrease in debt service on the Bonds (including scheduled mandatory redemption payments) during each six-month period commencing on each Payment Date is proportional, as nearly as practicable. If less than all of the Outstanding principal amount of the Bonds of a specific Maturity are to be redeemed, the specific Bonds to be redeemed shall be selected by the Registrar at random or in such manner as the Registrar shall deem fair and appropriate. Section 4.05. Notice of Redemption. EDA Resolution No. 10-17 15 (b) The Issuer shall not pledge or encumber Available Tax Increment in any manner that would create a pledge, lien or encumbrance against the Available Tax Increment superior to, or on a parity with, the pledge of Available Tax Increment provided for in this Resolution. This covenant shall not be construed to preclude an expressly subordinate pledge of Available Tax Increment. (c) The Issuer shall cause Hennepin County to remit all tax increment revenues from the TIF District to the Issuer promptly, and the Issuer shall promptly determine the amount thereof that constitutes Tax Increment and Available Tax Increment and shall promptly deposit all Available Tax Increment in the Bond Fund. Section 5.03. Obligations of Issuer as to Tax -Exempt Status of the Bonds. (a) The Issuer makes the following representations with respect to the exclusion from gross income of interest on the Bonds for federal income tax purposes: (i) In addition to the Bonds, no other obligations have been or are expected to be issued under Section 103 of the Code for sale at substantially the same time as the Bonds: (A) that are sold pursuant to the same plan of financing; and (B) that are payable in whole or part by the Issuer or otherwise have with the Bonds any common or pooled security for the payment of debt service thereon; or (C) which are otherwise treated as the same "issue of obligations" as the Bonds under Section 103(a) of the Code. (ii) The Issuer will not use the proceeds of the Bonds in such a manner as to cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code; to this end, the Issuer shall: (A) maintain, or cause to be maintained, records identifying all gross proceeds (as defined in Section 148(fl(6)(B) of the Code) attributable to the Bonds and the yield derived from all investments thereof, including specifically earnings in excess of the yield on the Bonds and any earnings derived from the investment of such arbitrage profit; (B) make, or cause to be made, as of the end of each fifth Bond Year (or so often as the Issuer shall determine or as may be required by the Treasury Regulations), a determination of the amount, if any, of earnings required by Section 148(0 of the Code to be paid to the United States by the Issuer as the rebate of arbitrage profits; and (C) as additional consideration for the purchase of the Bonds by the Purchaser and the loan of the money represented thereby, and in order to induce such purchase by measures designed to ensure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, pay, or cause to be paid, to the United States at least once every five Bond Years the amount, if any, which is required to be paid to the United States as the Rebate Amount, including the last installment which shall be made no later than sixty (60) days after the day on which the Bonds are paid in full. EDA Resolution No. 10-17 16 Resolution shall be considered as assigning or pledging any other funds or assets of the Issuer for such purposes, except as expressly provided in this Resolution. Section 5.02. Revenue Covenants. For the protection of the Holders of the Bonds, the Issuer herein covenants and agrees to and with the Holders thereof from time to time as provided in this Section: (a) The Issuer shall not act or omit to act in any way that would deprive the Issuer of the right to receive Available Tax Increment revenues or use Available Tax Increment revenues as provided in this Resolution. (b) The Issuer shall not pledge or encumber Available Tax Increment in any manner that would create a pledge, lien or encumbrance against the Available Tax Increment superior to, or on a parity with, the pledge of Available Tax Increment provided for in this Resolution. This covenant shall not be construed to preclude an expressly subordinate pledge of Available Tax Increment. (c) The Issuer shall cause Hennepin County to remit all tax increment revenues from the TIF District to the Issuer promptly, and the Issuer shall promptly determine the amount thereof that constitutes Tax Increment and Available Tax Increment and shall promptly deposit all Available Tax Increment in the Bond Fund. Section 5.03. Obligations of Issuer as to Tax -Exempt Status of the Bonds. (a) The Issuer makes the following representations with respect to the exclusion from gross income of interest on the Bonds for federal income tax purposes: (i) In addition to the Bonds, no other obligations have been or are expected to be issued under Section 103 of the Code for sale at substantially the same time as the Bonds: (A) that are sold pursuant to the same plan of financing; and (B) that are payable in whole or part by the Issuer or otherwise have with the Bonds any common or pooled security for the payment of debt service thereon; or (C) which are otherwise treated as the same "issue of obligations" as the Bonds under Section 103(a) of the Code. (ii) The Issuer will not use the proceeds of the Bonds in such a manner as to cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code; to this end, the Issuer shall: (A) maintain, or cause to be maintained, records identifying all gross proceeds (as defined in Section 148(1)(6)(B) of the Code) attributable to the Bonds and the yield derived from all investments thereof, including specifically earnings in excess of the yield on the Bonds and any earnings derived from the investment of such arbitrage profit; (B) make, or cause to be made, as of the end of each fifth Bond Year (or so often as the Issuer shall determine or as may be required by the Treasury EDA Resolution No. 10-17 17 Regulations), a determination of the amount, if any, of earnings required by Section 148(0 of the Code to be paid to the United States by the Issuer as the rebate of arbitrage profits; and (C) as additional consideration for the purchase of the Bonds by the Purchaser and the loan of the money represented thereby, and in order to induce such purchase by measures designed to ensure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, pay, or cause to be paid, to the United States at least once every five Bond Years the amount, if any, which is required to be paid to the United States as the Rebate Amount, including the last installment which shall be made no later than sixty (60) days after the day on which the Bonds are paid in full. (iii) No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (A) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued, and (B) in addition to the above in an amount not greater than $100,000. To this end, any proceeds of the Bonds and any sums from time to time held in the Funds for the Bonds (or any other Issuer account which will be used to pay debt service to become due on the Bonds) in excess of amounts which under then -applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments, after taking into account any applicable "temporary periods", minor portion or reserve made available under the federal arbitrage regulations. Money in the Funds for the Bonds shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any Issuer or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Code. The proceeds of the Bonds shall not be invested in other tax-exempt obligations the interest on which is subject to alternative minimum tax under the Code, unless the Issuer has received an opinion of Bond Counsel to the effect that such investment will not jeopardize the tax- exempt status of the Bonds. (iv) The Issuer hereby covenants not to use the proceeds of the Bonds, or to cause or permit them or any of them to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. (vii) Notwithstanding any other provisions of this Resolution to the contrary, the Issuer shall not otherwise use any of the proceeds of the Bonds or take or fail to take any action the effect of which would cause interest on the Bonds to be included in gross income of the Holders thereof for federal income tax purposes. EDA Resolution No. 10-17 18 (b) The obligations of the Issuer under this Section 5.03 shall survive the defeasance or payment in full of the Bonds. 5.04. Bank Qualification. The Issuer hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and represents that the Issuer does not reasonably anticipate that the Issuer, or any other subordinate entity of the Issuer will issue in calendar year 2010 more than $30,000,000 of bonds or other tax-exempt obligations (excluding "private activity bonds" other than "qualified 501(c)(3) bonds," as such terms are defined in the Code, and excluding certain refunding obligations, that are not included in the $30,000,000 limitation set forth in Section 265(b)(3)(C)(i) of the Code). Section 6. Funds. Application of Available Tax Increment and Other Matters. Section 6.01. Establishment of Funds. The Issuer hereby establishes and shall maintain a Cost of Issuance Fund, a Refunding Fund, a Bond Fund, a Reserve Fund, and a Rebate Fund. Section 6.02. Application of Proceeds. On the Bond Closing, the Issuer will receive proceeds of the Bonds in the amount of $3,394,093.80 (the par amount of the Bonds, less original issue discount of $13,531.20, less underwriter's discount in the amount of $87,375). The Issuer shall deposit or disburse such proceeds of the Bonds as follows: (a) $72,500.00 to the Cost of Issuance Fund (b) $3,155,657.81 to the Refunding Fund (c) $165,875.00 to the Reserve Fund (d) $60.99 to the Bond Fund. Section 6.03. Bond Fund. (a) Upon receipt during each Bond Year, the Issuer shall deposit Available Tax Increment into the Bond Fund in the amount that, together with any funds on deposit in the Bond Fund, is necessary to pay principal and interest on the Bonds in that Bond Year. (b) On each February 1, after the payment of interest and principal due on the Bonds, if there is Excess Available Tax Increment, such Excess Available Tax Increment shall be applied first to the credit of the Reserve Fund in any amount necessary to restore the balance therein to the Reserve Requirement, and any remaining Excess Available Tax Increment is released from the pledge to the Bonds and may be used by the Issuer for any purpose under law, including without limitation the Authority's subordinate Tax Increment Revenue Note, Series 2010B (the "Series 2010B Note"). (c) All investment earnings on the funds in the Bond Fund shall remain in the Bond Fund. EDA Resolution No. 10-17 19 Section 6.04. Refunding Fund. The Issuer shall deposit in the Refunding Fund the amount referred to in Section 6.02(b). The Issuer shall also deposit in the Refunding Fund $935,000 from proceeds of the Series 2010B Note. The Issuer shall disburse funds from the Refunding Fund to pay the costs to prepay $1,578,333.31 in outstanding principal amount of and accrued and unpaid interest on the Series 2006 Note and to prepay $2,512,324.50 in outstanding principal amount of and accrued and unpaid interest on the Series 2007 Note. Section 6.05. Cost of Issuance Fund. The Issuer shall deposit in the Cost of Issuance Fund the amounts referred to in Section 6.02(a), The Issuer shall use money on deposit to the credit of the Cost of Issuance Fund, on the Bond Closing or as soon thereafter as practicable, to pay the costs of issuance of the Bonds upon presentation of invoices therefor. Amounts remaining on deposit in the Cost of Issuance Fund thirty (30) days after the date of issuance of the Bonds shall be transferred to the Bond Fund. Upon such final disbursement, the Issuer shall close the Cost of Issuance Fund. Section 6.06. Reserve Fund. (a) The Issuer shall deposit in the Reserve Fund the amounts referred to in Section 6.02(d), representing the Reserve Requirement. The Issuer shall also deposit in the Reserve Fund the amounts of Excess Available Tax Increment, if any, credited to the Reserve Fund in accordance with Section 6.03(b) hereof. (b) The Issuer shall transfer from the Reserve Fund to the Bond Fund on the day preceding any Payment Date, such amount which, together with amounts already on deposit in the Bond Fund, is required for the payment from the Bond Fund of interest and principal due on the next Payment Date. (c) The Issuer shall transfer any amount in excess of the Reserve Requirement held in the Reserve Fund on the day after a Payment Date (i) to the Rebate Fund, to the extent such amount consists of any Rebate Amount and (ii) to the Bond Fund any other amounts. Section 6.07. Rebate Fund. (a) The Issuer shall establish and maintain a fund separate from any other fund established and maintained hereunder, designated as the Rebate Fund. The Issuer shall deposit in the Rebate Fund any Rebate Amount earned on the Funds described in, and pursuant to the provisions of, this Section 6. Subject to the transfer provisions provided, all money at any time deposited in the Rebate Fund shall be held by the Issuer in trust, to the extent required to satisfy the obligation of the Issuer to rebate arbitrage profits to the United States of America. Neither the Issuer nor the Holder of any Bonds shall have rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section. (b) The Issuer shall transfer from the Funds to the Rebate Fund any Rebate Amount. (c) The Issuer shall have no obligation to make any rebate payments pursuant to this Section, other than from money held in the Funds created under this Resolution or from other money provided to it by the Issuer. EDA Resolution No. 10-17 20 (d) The Issuer shall invest all amounts held in the Rebate Fund, pursuant to the provisions of this Section 6.07. The Issuer shall retain in the Rebate Fund all earnings on investments of amounts held in the Rebate Fund (calculated by taking into account net gains or losses on sales or exchanges and taking into account amortized discount or premium as a gain or loss, respectively). Money shall not be transferred from the Rebate Fund except as provided in paragraph (e) below. (e) The Issuer shall remit part or all of the balances in the Rebate Fund to the United States, as required by Section 148(a) of the Code at the written direction of the firm engaged by the Issuer to provide rebate services. If on the first day of any Bond Year the amount credited to the Rebate Fund exceeds the Rebate Requirement, if the Issuer so directs, the Issuer will deposit money into or transfer money out of the Rebate Fund to the extent of such excess from or into such accounts or funds held by the Issuer hereunder, as directed by the Issuer's written directions. Any funds remaining in the Rebate Fund after redemption and payment of all of the Bonds, and receipt of evidence from the firm engaged by the Issuer to perform rebate services that any Rebate Requirement has been paid, and satisfied, shall be withdrawn and remitted to the Issuer. (0 Notwithstanding any other provision of this Indenture, the obligation to remit the Rebate Amounts to the United States and to comply with all other requirements of this Section shall survive the defeasance or payment in full of the Bonds. (g) Notwithstanding any provision of this Section, if the Issuer receives an opinion of Bond Counsel to the effect that any action required under this Section is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of the interest with respect to the Bonds pursuant to Section 103 of the Code, the Issuer may rely conclusively on such opinion in complying with the provisions hereof. Section 6.08. Investments. Money held for the credit of any Fund established by this Section 6 shall be invested as received and reinvested by the Issuer in Permitted Investments only; provided that any money credited to the Reserve Fund shall be invested in instruments with a maturity no longer than five years. The Issuer covenants and certifies for the benefit of the Purchaser and Holders of the Bonds from time to time Outstanding that money on deposit in any Fund, whether or not such money was derived from the proceeds of the sale of the Bonds or from any other sources, are not intended to be used in a manner which will cause the interest on the Bonds to become includable in gross income for federal income tax purposes. Section 7. Disclosure Documents and Closing Certificates. 7.01. The Preliminary Official Statement and the Official Statement with respect to the Bonds are hereby ratified and approved. The distribution of the Preliminary Official Statement and the Official Statement prepared in conjunction with the offer and sale of the Bonds is hereby ratified and approved. EDA Resolution No. 10-17 21 7.02. The Executive Director is authorized to furnish to the purchasers of the Bonds, on the date of issuance and sale of the Bonds, a certificate that, to the best of the knowledge of such officer, the Official Statement (or other form of disclosure document) does not, as of the date of Closing, and did not, as the time of sale of the Bonds, contain any untrue statement of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Unless litigation shall have been commenced and be pending questioning the Bonds, the proceedings for approval of the Bonds, tax increment revenues generated or collected for payment of the Bonds, or the organization of the Authority, or incumbency of its officers, the Executive Director shall also execute and deliver a suitable certificate as to absence of material litigation, and the Executive Director shall also execute and deliver a certificate as to payment for and delivery of the Bonds, and the signed approving legal opinion of Kennedy & Graven, Chartered, as to the validity and enforceability of the Bonds and the tax-exempt status of interest on the Bonds. EDA Resolution No. 10-17 22 7.03. The Executive Director and other agents, officers, and employees of the Authority are hereby authorized and directed, individually and collectively, 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 as shown by the books and records of the Authority, and the right and authority of the Authority to issue the Bonds, and all such certified copies and certifications shall be deemed representations of fact on the part of the Authority. Such officers, employees, and agents of the Authority are hereby authorized to execute and deliver, on behalf of the Authority, all other certificates, instruments, and other written documents that may be requested by bond counsel, the Purchaser, or other persons or entities in conjunction with the issuance of the Bonds and the expenditure of the proceeds of the Bonds. Without imposing any limitations on the scope of the preceding sentence, such officers and employees are specifically authorized to execute and deliver a certificate relating to federal tax matters including matters relating to arbitrage and arbitrage rebate, a receipt for the proceeds derived from the sale of the Bonds, a general certificate of the Authority, and an Information Return for Tax -Exempt Governmental Obligations, Form 8038-G. Section 8. Continuing Disclosure. Section 8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the President and Executive Director and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. Section 8.02. Issuer Compliance with Provisions of Continuing Disclosure Certificate. The Issuer hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the Issuer to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Issuer to comply with its obligations under this section. Section 9. Defeasance. When all Bonds have been discharged as provided in this Section, all pledges, covenants and other rights granted by this Resolution to the Holders shall, to the extent permitted by law, cease. The Issuer may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The Issuer may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. The Issuer may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without regard to sale and/or reinvestment, to pay all amounts to become due EDA Resolution No. 10-17 25 EXHIBIT A Stage 1 Property Units P001 through P101 inclusive, S201 through 5219 inclusive, 5301 through 5319 inclusive, 5401 through S419 inclusive, S503 through 5517 inclusive, Units 201 through 219 inclusive, Units 301 through 319 inclusive, Units 401 through 419 inclusive and Units 503 through 519 inclusive, and all of the common element in CIC Number 1817, a Condominium, Harmony Vista At Hoigaard Village CIC Plat, Hennepin County, Minnesota. And Unit 1 and all of the common element in CIC Number 1816, a Condominium, Harmony Vista Commerical at Hoigaard Village, Hennepin County, Minnesota. EDA Resolution No. 10-17 26 No. R-1 EXHIBIT B Form of Bond UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN 0 ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY TAX INCREMENT REVENUE BONDS (HOIGAARD VILLAGE), SERIES 2010 Maturity Date Date of Issuance Interest Rate —1,20— % REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: CUSIP Qe wil ml KNOW ALL PERSONS BY THESE PRESENTS that the St. Louis Park Economic Development Authority, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to pay to the registered owner above, or registered assigns, in the manner set forth hereinafter but solely from the revenues and funds described herein and according to the terms described herein, the principal amount specified above, unless called for earlier redemption, and to pay interest thereon semiannually on February 1 and August 1 of each year (each a "Payment Date"), commencing February 1, 2011, at the rate per annum specified above (calculated on the basis of a 360 -day year of twelve 30 -day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the office of Bond Trust Services Corporation (the "Registrar") acting as paying agent and registrar for the Bonds, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Payment Date FDA Resolution No. 10-17 27 by check or draft drawn upon the Registrar mailed (or under certain conditions specified in the Resolution sent by wire transfer) to the person in whose name this Bond is registered (the "Holder" or `Bondholder") on the registration books of the Issuer maintained by the Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month preceding such Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and interest on this Bond are payable in lawful money of the United States of America. If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York, New York, or the city where the principal office of the Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. This Bond is one of an issue in the aggregate principal amount of $3,495,000 (the "Bonds"), all of like date of original issue and tenor, except as to number, maturity, interest rate, denomination, and redemption privilege, issued under and equally and ratably secured and entitled to the protection given by the Resolution. The Bonds are issued to refinance certain public redevelopment costs of a project under and pursuant to Minnesota Statutes, Sections 469.001 to 469.047, 469.090 to 469.1081, and 469.174 to 469.1799, as amended (collectively, the "Act"). Reference is made to the Resolution (hereinafter defined) for a description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Issuer and the rights of the Holders of the Bonds, and the terms upon which the Bonds are issued and secured. The Bonds are subject to redemption as follows: (a) Optional Redemption. Bonds may be redeemed, in whole or in part, at the option of the Issuer on February 1, 2018 and any date thereafter for which timely notice of redemption can be given, at a Redemption Price equal to the principal amount of the Bonds so redeemed plus interest accrued thereon to the Redemption Date. (b) Mandatory Redemption. The Bonds maturing on February 1, 2012, February 1, 2013, February 1, 2015, February 1, 2017, February 1, 2018, and February 1, 2023 are subject to scheduled mandatory redemption on the mandatory sinking fund redemption dates and in the principal amounts set forth in the following tables, at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date, without premium, subject to pro rata EDA Resolution No. 10-17 28 reduction of such scheduled mandatory redemption payments to the extent that such Bonds are redeemed prior to maturity otherwise than pursuant to such scheduled mandatory redemption: EDA Resolution No. 10-17 29 Bonds Maturing February . 2012 Redemption Date Principal Redemption Date Amount August 1, 2011 *Maturity Redemption Date August 1, 2012 *Maturity Redemption Date August 1, 2013 August 1, 2014 *Maturity Redemption Date August 1, 2015 August 1, 2016 *Maturity Redemption Date August 1, 2017 $95,000 February 1, 2012* Bonds Maturing February 1 2013 Principal Redemption Date Amount Principal Amount $100,000 Principal Amount $100,000 February 1, 2013* $100,000 Bonds Maturing February 1 2015 Principal Redemption Date Principal Amount Amount $100,000 February 1, 2014 $105,000 110,000 February 1,2015* 110,000 Bonds Maturing February 1, 2017 Principal Redemption Date Principal Amount Amount $115,000 February 1, 2016 $115,000 120,000 February 1, 2017* 125,000 Bonds Maturing February 1 2018 Principal Redemption Date Principal Amount Amount $130,000 February 1, 2018* $135,000 EDA Resolution No. 10-17 30 *Matu'ltty Bonds Maturing February 1. 2023 Redemption Date Principal Redemption Date Amount Principal Amount August 1, 2018 $140,000 February 1, 2019 $140,000 August 1, 2019 150,000 February 1, 2020 155,000 August 1, 2020 160,000 February 1, 2021 165,000 August 1, 2021 170,000 February 1, 2022 175,000 August 1, 2022 185,000 February 1, 2023* 320,000 *Maturity In the case of redemption of less than all Bonds Outstanding pursuant to paragraph (a) above, the Registrar shall select by lot the maturities of the Bonds to be redeemed, and the principal amount to be redeemed from each maturity. If less than all of the Outstanding principal amount of the Bonds of a specific maturity are to be redeemed, the specific Bonds to be redeemed shall be selected by the Registrar at random or in such manner as the Registrar shall deem fair and appropriate. Notice of redemption shall be given by first class mail, postage prepaid, mailed not less than fifteen (15) days prior to the Redemption Date, to each Holder of Bonds to be redeemed at the address of the Holder appearing in the Bond Register. For Bonds registered to Cede & Co., as nominee of DTC, notice of redemption may instead by given by electronic notice, sent not less than fifteen (15) days prior to the Redemption Date. No defect in or failure to give notice by mail to any Holder shall affect the validity of the proceedings for redemption of any Bond held by any Holder to which proper notice by mail has been given. The Bonds are issued pursuant to and in full compliance with the Constitution and laws of the State of Minnesota, particularly the Act, and pursuant to Resolution No. adopted by the Board of Commissioners of the Issuer on October 18, 2010 (the "Resolution"). The Bonds are special obligations payable solely from Available Tax Increment and certain other funds pledged to the payment of the Bonds and interest thereon. The Bonds are issued by the Issuer to aid in financing a project under the Act. The Bonds do not constitute a general or moral obligation of the State of Minnesota or its political subdivisions, including the Issuer. The Bonds, including interest thereon, are payable solely from the revenues and assets expressly pledged to the payment thereof. The Bonds shall not constitute a debt of the Issuer within the meaning of any constitutional or statutory limitation of indebtedness. EDA Resolution No. 10-17 23 thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. EDA Resolution No. 10-17 Attest 24 Adopted by the Economic Development Authority October 18, 2010 - "�A-VJIA President