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2006-09-26
MOUND HOUSING AND REDEVELOPMENT AUTHORITY SEPTEMBER 26, 2006 The Housing and Redevelopment Authority in and for the City of Mound, Minnesota, met in regular session on Tuesday, September 26, 2006, at 7:00 p.m. in the council chambers of city hall. Members present: Chair Pat Meisel; Commissioners David Osmek, Bob Brown, Mike Specht and John Beise Others present: City Attorney John Dean, Executive Director Kandis Hanson, City Clerk Bonnie Ritter, Community Development Director Sarah Smith, Public Works Director Carlton Moore, Finance Director Gino Businaro, Julie Eddington, Amanda Schwarze, Larry Olson, Cindy Reiter, Terry Haakala. 1. Open meeting Chair Meisel called the meeting to order at 7:00 p.m. 2. Approve agenda MOTION by Brown, seconded by Beise to approve the agenda. All voted in favor. Motion carried. 3. Approve minutes MOTION by Beise, seconded by Specht to approve the minutes of the September 7, 2006 special meeting and the September 14, 2006 regular meeting. All voted in favor. Motion carried. 4. Indian Knoll Manor Manager's Report Cindy Reiter of Westport Properties presented the monthly report as follows: A. August Bank Statement B. July Income Statement C. Review of Bills Paid: MOTION by Brown, seconded by Beise to approve payment of the bills for August 2006 D. Manager's Report: (1) Submission of budget: MOTION by Specht, seconded by Brown to adopt the following resolution. All voted in favor. Motion carried. RESOLUTION NO. 06-07H: RESOLUTION APPROVING OPERATING BUDGET (2) Management Contract Renewal: MOTION by Osmek, seconded by Brown to renew the Management Agreement between Mound HRA and Westport Properties, Inc., effective October 1, 2006 through September 30, 2008. All voted in favor. Motion carried. 1 Mound HRA Minutes -September 26, 2006 5. Transit District Parking Deck Project A. Action on Resolution Rejecting Bids Terry Hakkola of Walker Parking informed the HRA that his firm was surprised and disappointed by the bids received for the Transit District Parking Deck. The low bidder was $745,300 over the engineer's estimate. After investigation, he found the reasons for the high bids received were scheduling, construction phasing, liquidated damages, general conditions, lack of bidders, lack of supplier and sub-contractor bidders, project size, escalating prices, tight site, and re-design/value engineering. He recommends that the bids received by rejected and the project be re-bid this winter. MOTION by Brown, seconded by Osmek to adopt the following resolution. All voted in favor. Motion carried. RESOLUTION NO. 06-08H: RESOLUTION REJECTING BIDS FOR TRANSIT DISTRICT PARKING DECK IN DOWNTOWN MOUND B. Action on Resolution Authorizing Walker Parking Consultants to Prepare Modified Plans and Specifications MOTION by Brown, seconded by Osmek to adopt the following resolution. All voted in favor. Motion carried. RESOLUTION NO. 06-09H: RESOLUTION AUTHORIZING PREPARATION OF MODIFIED PLANS AND SPECIFICATIONS FOR TRANSIT DISTRICT PARKING DECK IN DOWNTOWN MOUND 6. Action on Resolution Authorizing the Issuance of Tax Increment Revenue Refunding Bonds (MetroPlains Project), Series 2006, and Providing the Form, Terms, Pledge of Revenues, and Findings, Covenants, and Directions Relating to the Issuance of Such Obligations Julie Eddington of Kennedy & Graven explained the reason for issuance of these bonds. In 2002 the HRA entered into an amended contract for private development where they agreed to issue taxable notes at that time, then promised to issue tax exempt notes once minimum improvements were completed. Larry Olson of MetroPlains stated that they are completing the foundation of the final 20-unit great house and all but three have been sold. He thanked the City for their cooperation throughout this project. MOTION by Brown, seconded by Osmek to adopt the following resolution. All voted in favor. Motion carried. 2 1 1 1 Mound HRA Minutes -September 26, 2006 RESOLUTION N0.06-10H: RESOLUTION AUTHORIZING THE ISSUANCE OF TAX INCREMENT REVENUE REFUNDING BONDS (METROPLAINS PROJECT), SERIES 2006, AND PROVIDING THE FORM, TERMS, PLEDGE OF REVENUES, AND FINDINGS, COVENANTS, AND DIRECTIONS RELATING TO THE ISSUANCE OF SUCH OBLIGATIONS 7. Adiourn MOTION by Brown, seconded by Beise to adjourn at 7:18 p.m. All voted in favor. Motion carried. Attest: Bonnie Ritter, City Clerk ~~ ~~ Chair Pat Meisel 3 Resolution No. 06-07H 1 PHA Board Resolution tJ.S. Department of Housing Approving Operating Budget and Urban Development Office of Public and. Indian Housing - Real Estate Assessment Center (PIH-REAC) OMB No. 2577-0026 (exp. 9/30/2006) 1 1 Public reportlng burden for this coliecfion of infomatbn is estimated to average 10 minutes per Igsportae, including the tfrtte for reviewing irtstrtxdlons, seardting existing data sources, gathering and maintaining the data needed. and txunpledrg and revlevving the collectlon of information. This agency may not r~llect this infaimetion, and you an3 not required To complete this form, unless tt displays a wrtenth' valid OMB control rwmber: This infornation is requaed by Section 6(cx4) of the U.S. Housug Ad of 1937. The infomration Is the operating budget for the bw-irtcome Pub ~~9 program and provides a summary of the proposedlblydgeted receipts and expenditures. approval of budgeted receipts and e~cperditlues, and justification of certain specified amourris. HUD revi~vs the hrfomreUon to deterr~e if the operaing plant adopted by the Pub r9 agerxy (PHA) ant the arwunts era reesoneble, and ttret the PHA is in compliance with procedures prescribed by HUD. Responses are regtired to obtain berteflts. This Information does rot lard itself to confidertfia6ty. PHA Name: MOUND HOUSING AUTHORITY PHA Code: MN074 PHA Fisl~i Year Beginning: 10/1/2006 Board Resolution Number.. Acting on behalf of the Board of Commissioners of the above-named PHA as its Chairperson, I make the following certification and agreement to the Department of Housing and Urban Development (HUD) regarding the Board's approval of (check one or more as applil~ble): DATE ® Operating Budget approved by Board resolution on: ©~ ~ ~ (o- ~~X1 ~_ Operating Budget submitted to HUD, if applicable, on: Operating Budget revision approved by Board resolution on: Operating Budget revision submitted to HUD, if applicable, on: I certify on behalf of the above-named PHA that: 1. Ail statutory and regulatory requirements have been met; 2. The PHA has sufficient operating reserves to meet the working capital needs of its developments; 3. Proposed budget expenditure are necessary in the efficient and economit~l operating of the housing for the purpose of serving low-income residents; 4. The budget indigtes a source of funds adequate to cover all proposed expenditures; 5. The PHA will comply with the wage rate requirement under 24 CFR 968.110(c) and (f); and 6. The .PHA will comply with the requirements for access to records and andrts under 24 CFR 968.110(1). I hereby certify that all the information stated within, as well as any il~formation provided in the accompaniment herewith, ff applicable, is true and accurate. Warning: HUD will prosecute false claims and statements. Conviction may result in criminal and/or civil penalties. (18 U.S.C. 1001, 1010, 1012.31, U.S.C. 3729 and 3802). Print Board Chairperson's Name: Sign re: Date: 9 a ~ o~ ~,~r Nfi ~~~s~~ Previous editions are obsolete form HUD-52574 (082005) MOUND HOUSING AND REDEVELOPMENT AUTHORITY RESOLUTION NO. 06-08H RESOLUTION REJECTING BIDS FOR TRANSIT DISTRICT PARKING DECK IN DOWNTOWN MOUND WHEREAS, the Mound Housing and Redevelopment Authority approved the plans and specifications and ordered the advertisement for bids for the Transit District Parking Deck and related site improvements at its July 25, 2006 meeting as prepared by Walker Parking Consultants; and WHEREAS, two bids for the Transit District Parking deck project were received and opened at 10 AM on September 1, 2006; and WHEREAS, the bids received significantly exceeded the engineer's estimate of the proposed improvements and the HRA's available funding for the project; and WHEREAS, Walker Parking Consultants, in cooperation with Mound Staff, have recommended that it is in the best interest of the HRA to reject the bids and consider modifications to the schedule and plans and specifications so as to pursue construction of a project that is within the HRA's funding ability. NOW THEREFORE BE IT RESOLVED by the Housing and Redevelopment Authority in and for the City of Mound: 1. The two (2) bids received for the Transit District Parking Deck and related site improvements are hereby rejected. Adopted by the HRA this 26th day of September, 2006 Chairperson Pat Meisel C~ i~~c_~ 7~ r ~~ Attest: Bonnie Ritter, City Clerk r-- MOUND HOUSING AND REDEVELOPMENT AUTHORITY RESOLUTION NO. 06-09H RESOLUTION AUTHORIZING PREPARATION OF MODIFIED PLANS AND SPECIFICATIONS FOR TRANSIT DISTRICT PARKING DECK IN DOWNTOWN MOUND WHEREAS, the Mound Housing and Redevelopment Authority approved the plans and specifications and ordered the advertisement for bids for the Transit District Parking Deck and related site improvements at its July 25, 2006 meeting as prepared by Walker Parking Consultants; and WHEREAS, the bids for the Transit District Parking deck project were opened at 10 AM on September 1, 2006; and WHEREAS, the bids were formally rejected by the Housing and Redevelopment Authority on September 26, 2006 meeting as they exceeded the engineer's estimate of the proposed improvements and the HRA's available funding for the project; and WHEREAS, Walker Parking Consultants, in cooperation with Mound Staff, are recommending modifications to the schedule and the plans and specifications. NOW THEREFORE BE IT RESOLVED by the Housing and Redevelopment Authority in and for the City of Mound: 1. Walker Parking Consultants be authorized to prepare modified plans and specifications for the Transit District Parking Deck and related site improvements. Adopted by the HRA this 26th day of September, 2006 Chairperson Pat Meisel d~G~~~ Attest: Bonnie Ritter, City Clerk HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF MOUND, MINNESOTA RESOLUTION NO. 06-10H RESOLUTION AUTHORIZING THE ISSUANCE OF TAX INCREMENT REVENUE REFUNDING BONDS (METROPLAINS PROJECT), SERIES 2006, AND PROVIDING THE FORM, TERMS, PLEDGE OF REVENUES, AND FINDINGS, COVENANTS, AND DIRECTIONS RELATING TO THE ISSUANCE OF SUCH OBLIGATIONS BE IT RESOLVED by the Board of Commissioners (the "Board") of the Housing and Redevelopment Authority in and for the City of Mound, Minnesota (the "HRA"), as follows: SECTION 1. BACKGROUND 1.01. The Housing and Redevelopment Authority in and for the City of Mound (the "HRA") and the City of Mound (the "City") previously established the Tax Increment Financing District No. 1-2 (the "TIF District") pursuant to authority granted by Minnesota Statutes, Sections 469.174-469.1799, as amended (the "Tax Increment Act"), within Development District No. 1 (the "Development Project"), and adopted a tax increment financing plan for the purpose of financing certain improvements within the TIF District. In order to provide for the redevelopment of the Development Project and the TIF District and, specifically, to provide for the construction of a mixed use development with approximately 99 residential units and approximately 67,000 square feet of commercial space located in the TIF District in the City's downtown area (the "Project"), the HRA entered into an Amended and Restated Contract for Private Redevelopment, dated January 8, 2002, between the HRA and MetroPlains Development LLC, a Minnesota limited liability company, and its assignees (the "Redeveloper") which was subsequently amended by the First Amendment to Amended and Restated Contract for Private Redevelopment, dated April 24, 2002, between the HRA and the Redeveloper (collectively, the "Contract"). 1.02. On April 23, 2002, the Board adopted Resolution No. 02-01 H (the "Note Resolution"), which provided for the issuance and sale of its tax increment revenue notes. Pursuant to the terms of the Note Resolution, the HRA issued its Taxable Tax Increment Revenue Notes (MetroPlains Redevelopment Project), Series 2002 (the "Series 2002 Notes"), in the principal amount of $3,210,000, dated as of June 3, 2002, payable solely from a portion of the proceeds of the Series 2002 Notes and from certain tax increment revenues generated from the TIF District. 1.03. Pursuant to the terms of the Contract, the HRA agreed to refund the Series 2002 Notes with tax-exempt tax increment revenue bonds when the conditions set forth in the Contract for the issuance of such revenue bonds were satisfied. The conditions set forth in the Contract for refunding the of the Series 2002 Notes with tax- exempt tax increment revenue bonds have been satisfied. 1.04. Pursuant to Section 469.178 of the Tax Increment Act, the HRA is authorized to issue and sell its bonds for the purpose of financing or refinancing public redevelopment costs in a Development Project and to pledge tax increment revenues derived from a tax increment financing district established within the Development Project to the payment of the principal of and interest on such obligations. SECTION 2. ISSUANCE OF SERIES 2006 BONDS 2.01. In order to refund the outstanding principal amount of the Series 2002 Notes, the Board hereby authorizes the issuance of tax increment revenue bonds to be designated as the "Tax Increment Revenue Refunding Bonds (MetroPlains Project), Series 2006 (the "Series 2006 Bonds"), in a principal amount not to exceed $3,800,000. The Series 2006 Bonds shall be issued on such date and upon the terms and conditions determined by the Executive Director of the HRA (the "Executive Director"). The Series 2006 Bonds may be designated such other name or names as determined to be appropriate by the Executive Director. The Series 2006 Bonds shall be issued in one or more series as the Executive Director may determine, and shall be assigned a separate series designation determined by the Executive Director for each series issued by the HRA. The Series 2006 Bonds are authorized to be issued as obligations the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. This authorization to issue the Series 2006 Bonds is effective without any additional action of the Board and shall be undertaken by the Executive Director on such date or dates and upon the terms and conditions deemed reasonable by the Executive Director. The Board hereby authorizes the sale of the Series 2006 Bonds to Piper Jaffray & Co. (the "Underwriter") upon the offer of the Underwriter to purchase the Series 2006 Bonds in accordance with the terms of a Bond Purchase Agreement between the HRA and the Underwriter (the "Bond Purchase Agreement"). 2.02. There have been presented to the Board forms of the following documents: (i) a Paying Agent Agreement (the "Paying Agent Agreement"), between the HRA and a paying agent to be designated by the HRA (the "Paying Agent"); and (ii) a Bond Purchase Agreement. The Paying Agent Agreement and the Bond Purchase Agreement are hereby approved in substantially the forms on file with the HRA on the date hereof, subject to such changes not inconsistent with this resolution and applicable law that are approved by the Executive Director of the HRA. 2.03. The Series 2006 Bonds shall have the maturities, interest rate provisions, shall be dated, numbered, and issued in such denominations, shall be subject to mandatory and optional redemptions and prepayment prior to maturity, shall be executed, sealed, and authenticated in such manner, shall be in such form, and shall have such other details and provisions as are prescribed in the Paying Agent Agreement. The form of the Series 2006 Bonds included in the Paying Agent 2 Agreement is approved in substantially the form in the Paying Agent Agreement, subject to such changes not inconsistent with this resolution and applicable law, and subject to such changes that are approved by the Executive Director. Without limiting the generality of the foregoing, the Executive Director is authorized to approve the original aggregate principal amount of each series of Series 2006 Bonds to be issued under the terms of this resolution (subject to the maximum aggregate principal amount for all series authorized by this resolution), to establish the terms of redemption, the principal amounts subject to redemption, and the dates of redemption of the Series 2006 Bonds, and to approve other changes to the other terms of the Series 2006 Bonds which are deemed by the Executive Director to be in the best interests of the HRA. The issuance and delivery of the Series 2006 Bonds shall be conclusive evidence that the Executive Director has approved the terms and provisions of the Series 2006 Bonds in accordance with the authority granted by this resolution. The proceeds derived from the sale of the Series 2006 Bonds, and the earnings derived from the investment of such proceeds, shall be held, transferred, expended, and invested in accordance with determinations of the Executive Director. 2.04. The Series 2006 Bonds shall be secured by the terms of the Paying Agent Agreement and shall be payable solely from Available Tax Increment (as defined in the Paying Agent Agreement) that is expressly pledged to the payment of the Series 2006 Bonds pursuant to the terms of the Paying Agent Agreement. 2.05. It is hereby found, determined and declared that the issuance and sale of the Series 2006 Bonds, the execution and delivery by the HRA of the Paying Agent Agreement and the Bond Purchase Agreement (the "HRA Documents"), and the performance of all covenants and agreements of the HRA contained in the HRA Documents, and of all other acts required under the Constitution and laws of the State of Minnesota to make the Series 2006 Bonds the valid and binding special obligations of the HRA enforceable in accordance with their respective terms, are authorized by applicable Minnesota law, including, without limitation, the Tax Increment Act, and this Resolution. 2.06. Under the provisions of the Tax Increment Act, and as provided in the Paying Agent Agreement and under the terms of the Series 2006 Bonds, the Series 2006 Bonds are not to be payable from or chargeable against any funds other than the revenues pledged to the payment thereof; the HRA shall not be subject to any liability thereon other than from such revenues pledged thereto; no holder of any Series 2006 Bonds shall ever have the right to compel any exercise by the HRA of its taxing powers (other than as contemplated by the pledge of tax increment revenues under the terms of the Paying Agent Agreement) to pay the principal of, premium, if any, and interest on the Series 2006 Bonds, or to enforce payment thereof against any property of the HRA other than the property expressly pledged thereto; the Series 2006 Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the HRA other than the revenues expressly pledged thereto; the Series 2006 Bonds shall recite that the Series 2006 Bonds are issued without a pledge of the general or moral obligation of the HRA, and that the Series 2006 Bonds, including interest thereon, are 3 payable solely from the revenues pledged to the payment thereof; and the Series 2006 Bonds shall not constitute a debt of the HRA within the meaning of any constitutional or statutory limitation of indebtedness. SECTION 3. DISCLOSURE DOCUMENTS AND CLOSING CERTIFICATES 3.01. The Preliminary Official Statement and the Official Statement with respect to the Series 2006 Bonds is 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 Series 2006 Bonds is hereby ratified and approved. In order to provide for continuing disclosure with respect to the Series 2006 Bonds, to the extent deemed necessary, required, or appropriate by the Executive Director, the Executive Director may execute a certificate providing for continuing disclosure with respect to the Series 2006 Bonds. 3.02. The Executive Director is authorized to furnish to the purchasers of the Series 2006 Bonds, on the date of issuance and sale of the Series 2006 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 Series 2006 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 Series 2006 Bonds, the proceedings for approval of the Series 2006 Bonds, tax increment revenues generated or collected for payment of the Series 2006 Bonds, revenues pledged for payment of the Series 2006 Bonds, or the organization of the HRA, 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 Series 2006 Bonds, and the signed approving legal opinion of Kennedy & Graven, Chartered, as to the validity and enforceability of the Series 2006 Bonds and the tax-exempt status of interest on the Series 2006 Bonds. 3.03. The Executive Director and other agents, officers, and employees of the HRA are hereby authorized and directed, individually and collectively, to furnish to the attorneys approving the Series 2006 Bonds, on behalf of the purchasers of the Series 2006 Bonds, certified copies of all proceedings and certifications as to facts as shown by the books and records of the HRA, and the right and authority of the HRA to issue the Series 2006 Bonds, and all such certified copies and certifications shall be deemed representations of fact on the part of the HRA. Such officers, employees, and agents of the HRA are hereby authorized to execute and deliver, on behalf of the HRA, all other certificates, instruments, and other written documents that may be requested by bond counsel, the Underwriter, the Paying Agent, or other persons or entities in conjunction with the issuance of the Series 2006 Bonds and the expenditure of the proceeds of the Series 2006 Bonds. Without imposing any limitations on the scope of the preceding sentence, such officers and employees are specifically authorized to 4 execute and deliver one or more UCC-1 financing statements, 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 Series 2006 Bonds, an order to the Paying Agent, a general certificate of the HRA, and an Information Return for Tax-Exempt Governmental Obligations, Form 8038 (Rev. January 2002). 3.04. The Executive Director is hereby authorized and directed to certify a copy of this resolution and cause the same to be filed with the Taxpayer Services Division Manager of Hennepin County, exercising the powers of the county auditor under Minnesota Statutes, Section 475.63, and to obtain the certificate of the Taxpayer Services Division Manager of Hennepin County as to the registration of the Series 2006 Bonds. SECTION 4. REDEMPTION OF SERIES 2002 NOTES 4.01. The HRA elects to apply the net proceeds of the Series 2006 Bonds to the optional prepayment of the Series 2002 Notes in accordance with their terms. Following the sale and issuance of the Series 2006 Bonds, the Bank of New York (formerly Marshall & Ilsley Trust Company N.A.), as Registrar of the Series 2002 Notes, is directed to cause notice of redemption of the Series 2002 Notes to be given to the holders of the Series 2002 Notes in accordance with the terms of the Series 2002 Notes and to take all other actions necessary to cause the redemption and prepayment of the Series 2002 Notes to occur as soon as possible after the date of issuance of the Series 2006 Bonds. SECTION 5. BANK QUALIFICATION 5.01. The HRA hereby designates the Series 2006 Notes 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 HRA does not reasonably anticipate that the HRA, the City, or any other subordinate entity of the City will issue in calendar year 2006 more than $10,000,000 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 $10,000,000 limitation set forth in Section 265(b)(3)(C)(i) of the Code). SECTION 6. MISCELLANEOUS 6.01. All agreements, covenants, and obligations of the HRA contained in this resolution and in the above-referenced documents shall be deemed to be the agreements, covenants, and obligations of the HRA to the full extent authorized or permitted by law, and all such agreements, covenants, and obligations shall be binding on the HRA and enforceable in accordance with their terms. No agreement, covenant, or obligation contained in this resolution or in the above-referenced documents shall be deemed to be an agreement, covenant, or obligation of any member of the Board, or of any officer, employee, or agent of the HRA in that person's individual capacity. Neither the members of the Board, nor any officer executing the Series 2006 Bonds shall be liable personally on the Series 2006 Bonds or be subject to any personal liability or accountability by reason of the issuance of the Series 2006 Bonds. 6.02. Nothing in this resolution or in the above-referenced documents is intended or shall be constructed to confer upon any person (other than as provided in the Paying Agent Agreement, the Series 2006 Bonds, and the other agreements, instruments, and documents hereby approved) any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision of this resolution. 6.03. If for any reason the Executive Director, or any other officers, employees, or agents of the HRA authorized to execute certificates, instruments, or other written documents on behalf of the HRA shall for any reason cease to be an officer, employee, or agent of the HRA after the execution by such person of any certificate, instrument, or other written document, such fact shall not affect the validity or enforceability of such certificate, instrument, or other written document. If for any reason the Executive Director, or any other officers, employees, or agents of the HRA authorized to execute certificates, instruments, or other written documents on behalf of the HRA shall be unavailable to execute such certificates, instruments, or other written documents for any reason, such certificates, instruments, or other written documents may be executed by a deputy or assistant to such officer, or by such other officer of the HRA as in the opinion of the HRA Attorney is authorized to sign such document. 6.04. The HRA shall not take any action or authorize any action to be taken in connection with the application or investment of the proceeds of the Series 2006 Bonds or any related activity which would cause the Series 2006 Bonds to be deemed to be "private activity bonds," within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"). The HRA shall not take any action or authorize any action to be taken in connection with the application or investment of the proceeds of the Series 2006 Bonds or any related activity which would cause the Series 2006 Bonds to be deemed to be "arbitrage bonds," within the meaning of Section 148 of the Code. Furthermore, the HRA shall take all such actions as may be required under the Code to ensure that interest on the Series 2006 Bonds is not and does not become includable in gross income for federal income tax purposes. 6.05. The authority to approve, execute, and deliver future amendments to the documents executed and delivered by the HRA in connection with the transactions contemplated hereby is hereby delegated to the Executive Director, subject to the following conditions: (a) such amendments do not require the consent of the holders of the Series 2006 Bonds or, if required, such consent has been obtained; (b) such amendments do not materially adversely affect the interests of the HRA as the issuer of the Series 2006 Bonds; (c) such amendments do not contravene or violate any policy of the HRA; (d) such amendments are acceptable in form and substance to the HRA Attorney, bond counsel or other counsel retained by the HRA to review such amendments; (e) the HRA has received, if necessary, an opinion of bond counsel to the effect that the amendments will not adversely affect the tax-exempt character of interest 6 on the Series 2006 Bonds, if the Series 2006 Bonds are then tax-exempt obligations; and (f) such amendments do not materially prejudice the interests of the owners of the Series 2006 Bonds. The authorization hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as may be required to demonstrate compliance with the agreements being amended and the terms of this resolution. The execution of any instrument by the Executive Director shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the absence of the Executive Director, any instrument authorized by this paragraph to be executed and delivered by the Executive Director may be executed by such other officer of the HRA as in the opinion of the HRA Attorney is authorized to execute and deliver such document. 6.06. Effective Date. This Resolution shall take effect and be in force from and after its approval and publication. Adopted by the HRA this 26th day of September, 2006. Chair Pat Meisel _. Attest: Executive Director Kandis Hanson 1 7 Document comparison done by DeltaView on Thursday, September 21, 2006 9:42:07 AM Input: ._ Document 1 Powerpocs://DOCSOPEN/298132/2 Document 2 Powerpocs://DOCSOPEN/298132/3 Renderin set K&G Standard c ~~ Legend::. ~ ._ - , {:_ Insertion Oeletier~ Moved to St le Chan e Format Chan e I~eved--deleti~ Inserted cell Deleted cell Moved cell S lit/Mer ed cell Paddin cell Statistics: ~ - ' ; . Count Insertions 10 Deletions 9 Moved from 0 Moved to 0 St le chan e 0 Format chan ed 0 Total chan es 19