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Res 02-02HMOUND HRA RESOLUTION NO. 02-02H RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF TAXABLE TAX INCREMENT SUBORDINATE REVENUE NOTE (METROPLAINS REDEVELOPMENT PROJECT) SERIES 2002B BE IT RESOLVED BY the Board of Commissioners ("Board") of the Housing and Redevelopment Authority in and for the City of Mound, Minnesota (the "Authority") as follows: Section 1. Authorization; Award of Sale. 1.01. Authorization. The Authority and City of Mound (the "City") have heretofore approved the establishment of Tax Increment Financing District No. 1-2 (the "TIF District") pursuant to Minnesota Statutes, Sections 469.174 to 469.179, as amended (the "Tax Increment Act") within Development District No. 1 (the "Project"), and have adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds or notes for the purpose of financing a portion of the public redevelopment costs of the Project. Such bonds or notes are payable from all or any portion of tax increment revenues derived from the TIF District and pledged to the payment of the bonds or notes. The Authority has authorized issuance of its Taxable Tax Increment Revenue Notes, (MetroPlains Redevelopment Project) Series 2002 in the original principal amount of $3,210,000 (the "Senior Notes") to finance certain costs of the Project, in accordance with that certain Amended and Restated Contract for Private Redevelopment between the Authority and MetroPlains Development LLC (the "Redeveloper") dated January 8, 2002, as amended by the First Amendment thereto dated April 24, 2002 (the "Agreement"). The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its Taxable Tax Increment Subordinate Revenue Note (MetroPlains Redevelopment Project), Series 2002B, in a maximum aggregate principal amount not to exceed $2,840,000, less the net proceeds of the Senior Notes. The term "net proceeds" means the principal amount of the Senior Notes less all costs of issuance (including placement agent fee) and capitalized interest. 1.02. Issuance, Sale, and Terms of the Notes. The Note shall be issued in accordance with the Agreement. The Note shall be dated as of the date of delivery thereof and shall bear simple interest at a rate of 8.5 percent per annum to the earlier of maturity or prepayment, accrued from the date of certification by an authorized representative of the Authority that the Redeveloper, its successors or assigns have incurred and paid Site Costs not otherwise paid from proceeds of the Senior Notes, all in accordance with Section 7.3 of the Agreement. The Note shall be issued to the Redeveloper or, at Redeveloper's request, to Mound MarketPlace, LLC or The Village By The Bay Development, LLC (each an "Owner"), or any combination of such Owners, in consideration of payment by the Owner of Site Costs in accordance with the Agreement. If more than one Note is issued, the principal amount of the Note may be allocated to such separate Notes as directed by the Redeveloper. This authorization to issue the Notes is effective without any additional action of the Board and shall be undertaken by the Executive Director on such date and upon the terms and conditions deemed SJB-213302vl MU195o14 reasonable by the Executive Director. Without limiting the generality of the foregoing, the Executive Director is authorized to approve changes in the original aggregate principal amount of the Note (up to the maximum aggregate principal amount set forth in Section 1.01), in the terms of prepayment, the principal amounts subject to payment or prepayment, and the dates of payment or prepayment of the Notes, and the other terms of the Note. The issuance and delivery of the Note shall be conclusive evidence that the Executive Director has approved any changes to the forms of the Note on file with the Authority on the date hereof. 1.03. Optional Prepayment. The Authority may prepay the Notes on any date in whole or in part. Any prepayment amount will be applied prorata among the appropriate outstanding Notes based on their outstanding principal amounts. Twenty-five day's prior notice of any such prepayment shall be given by first-class mail by the Registrar to the registered owners of any Notes to be prepaid in whole or part. Upon notice having been so given, the Notes shall be due and payable at the stated prepayment date and price with accrued interest to the prepayment date, and upon such payment on the specified prepayment date, interest thereon shall cease to accrue after such prepayment date. Section 2. Form of Note. The Note shall be in substantially the following form, with the blanks to be properly filled in as of the date of issue: [the remainder of this page intentionally blank] SJB-213025vl 2 MU195-14 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF MOUND, MINNESOTA No. R- TAXABLE TAX INCREMENT SUBORDINATE REVENUE NOTE (METROPLAINS REDEVELOPMENT PROJECT) SERIES 2002B Interest Date Rate of Original Issue 8.5% Registered Owner: The Housing and Redevelopment Authority in and for the City of Mound, Minnesota (the "Authority"), for value received, certifies that it is indebted and hereby promises to pay to the registered owner set forth above or its assigns (the "Owner"), the principal sum of $ and to pay interest thereon at the above-stated rate, as and to the extent set forth herein. 1. Payments. Principal and interest ("Payments") shall be paid on the first February 1 or August 1 (each a "Payment Date") after the Senior Notes and any Refinancing Notes (as defined in the Agreement) have been paid in full, defeased, or redeemed in accordance with their terms, and continuing through February 1, 2027. Payments on any Payment Date will be made in the amount of and solely from the sources set forth in Section 3 herein. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of certification by an authorized representative of the Authority that the Redeveloper, its successors or assigns have incurred and paid Site Costs not otherwise paid from proceeds of the Senior Notes, all in accordance with Section 7.3 of the Agreement. Interest shall be computed on the basis of a year of 360 days and twelve 30-day months. 3. Available Tax Increment. Payments on this Note are payable on each Payment Date in the amount of and solely from Available Tax Increment. The term "Available Tax Increment" means the amount of Tax Increment with respect to the Redevelopment Property (as defined in the Agreement) paid to the Authority during the period preceding each Payment Date after deducting the amount of Tax Increment, if any, which the Authority must pay to the school district, the County and the State pursuant to Minnesota Statutes, Sections 469.177 subds. 9, 10, and 11; 469.176, subd. 4h; and 469.175, subd. la, as the same may be amended from time to time; and administrative costs as defined in Minnesota SJB-213302vl MU195-14 Statutes, Sections 469.174 subd. 14 of the Authority in the amount of 10% of the Tax Increment, all as such terms are defined in the Agreement. The Authority shall have no obligation to pay principal of and interest on this Note until the Senior Notes and any Refinancing Notes (as defined in the Agreement) have been paid in full, defeased, or redeemed in accordance with their terms, and thereafter shall have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than Available Tax Increment. Payment of Available Tax Increment is subject to compliance by Redeveloper, its successors and assigns with the terms of the Agreement. The Authority has no obligation to pay any outstanding principal or accrued interest remaining unpaid on February 1, 2027. The Authority makes no warranty or representation that Available Tax Increment will be sufficient to pay all or any portion of the principal or interest on this Note. 4. Optional Prepayment. The Authority may prepay this Note in whole or in part without premium or penalty on any date. Twenty-five days' prior notice of any such prepayment shall be given by first-class mail by the Registrar to the registered owner of the Note. 5. Nature of Obligation. This Note is one of an issue in the total principal amount of $ issued to aid in financing certain public development costs and administrative costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through 469.047, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the Authority on April 23, 2002 and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 7. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the Authority, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. This Note shall not be transferred to any person, unless the Authority has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws or such requirements have been satisfied. 8. Additional Obligations. The Authority shall issue no obligation secured in whole or in part by Available Tax Increment, unless the pledge to such obligation is subordinate to the pledge to this Note. SJB-213025vl 4 MU195-14 IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Mound, Minnesota has caused this Note to be executed with the manual signatures of its Chair and Executive Director, all as of the Date of Original Issue specified above. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF MOUND, MINNESOTA Executive Director AUTHENTICATION AND REGISTRATION PROVISIONS This is one of the Notes described in the within mentioned Resolution. The ownership of the unpaid balance of the within Note is registered in the bond register, in the name of the person last listed below. Date of Registration Registered Owner Signature of Registrar Tax I.D. No: [the remainder of this page intentionally blank] SJB-213025vl 5 MU195-14 Section 3. Terms, Execution and Delivery_. 3.01. Denomination, Payment. The Notes shall be issued as one or more typewritten notes numbered from R-1 upwards. The Notes shall be issuable only in fully registered form. Principal of and interest on the Notes shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Payment Dates. Principal of and interest on the Notes shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registrar and Paying Agent. The Executive Director shall appoint a registrar, transfer agent and paying agent (the "Registrar" or the "Paying Agent"). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Notes and the registration of transfers and exchanges of the Notes. (b) Transfer of Notes. Upon surrender for transfer of the Notes duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, the Notes shall not be transferred to any person unless the Authority has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) Improper or Unauthorized Transfer. When a Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name a Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of a Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in SJB-213025vl 6 MU195-14 substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. (h) Prepayment. In the event a Note is prepaid in whole or in part, notice thereof will be given by the Registrar by mailing a copy of the prepayment notice by first class mail (postage prepaid) not more than 60 and not less than 25 days prior to the date fixed for prepayment to the registered owner of the Note at the address shown on the registration books kept by the Registrar. Failure to give notice by mail to any registered owner, any defect therein, will not affect the validity of any proceeding for the prepayment of the Note. The Note so called for prepayment will cease to bear interest after the specified prepayment date, provided that the funds for the prepayment are on deposit with the place of payment at that time. 3.04. Preparation and Delivery_. The Notes shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its Chair and Executive Director. In case any officer whose signature shall appear on the Notes shall cease to be such officer before the delivery of the Notes, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. Notwithstanding such execution, the Notes shall not be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on such Note has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Notes certificates need not be signed by the same representative. The executed certificate of authentication on each Note shall be conclusive evidence that it has been authenticated and delivered under this resolution. When the Notes have been so executed and authenticated, it shall be delivered by the Secretary to the Owner upon payment of the purchase price therefor, and the Owner shall not be obligated to see to the application of the purchase price. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Notes all Available Tax Increment (as defined in the Note) after the Senior Notes and any Refinancing Notes (as defined in the Agreement) have been paid in full, defeased, or redeemed in accordance with their terms. Available Tax Increment shall be deposited in the Debt Service Fund in accordance with Section 4.03 hereof and applied to payment of the principal of and interest on the Notes in accordance with the terms of the form of Note set forth in Section 2 of this resolution. 4.02. [Intentionally Omitted.] 4.03. Debt Service Fund. So long as the Notes are outstanding and any principal thereof or interest thereon remains unpaid, the Authority shall maintain a "Debt Service Fund" to be used for no purpose other than the payment of the principal of and interest on the Notes. The Authority appropriates and irrevocably pledges to the Debt Service Fund all Available Tax Increment pledged pursuant to Section 4.01 of this Resolution. The Debt Service Funds and all moneys deposited therein pursuant to this Resolution are hereby pledged to the payment of principal of and interest on the Notes. The Authority shall deposit the Available Tax Increment in the Debt Service Fund no later than 3 business days prior to each Payment Date. SJB-213025vl 7 MU195-14 Disbursements shall be made from the Debt Service Fund to make the Payments described in the form of Note in Section 2 of this Resolution. Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owners of the Notes certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Notes as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. Section 6. Continuing Disclosure. The continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule") do not apply to the Notes, because the offering is exempt from such requirements under Section 15c2-12(d)(1)(i). Consequently, the Authority will not enter into any undertaking to provide continuing disclosure of any kind with respect to the Notes. Approved this 23rd day of April by the board of commissioners of the Housing and Redevelopment Authority in and for the City of Mound, Minnesota. Chair Pat Meisel ATTEST: SJB-213025vl 8 MU195-14