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HomeMy WebLinkAbout11/22/2005AGENDA MAPLEWOOD HOUSING AND REDEVELOPMENT AUTHORITY TUESDAY, November 22, 2005 7:00 P.M. CITY HALL MAPLEWOOD ROOM 1. Call to Order 2. Roll Call 3. Approval of Minutes a. July 13, 2004 4. Approval of Agenda 5. Communications a. Gladstone Redevelopment Plan Update 6. Unfinished Business None 7. New Business 7:00 Tax-6cempt Financing Request -Hill Murray School (2625 Larpenteur Avenue) 8. Date of Next Meeting(s) a. Joint meeting -December 19 9. Adjournment DRAFT MINUTES OF THE MAPLEWOOD HOUSING AND REDEVELOPMENT AUTHORITY 1830 COUNTY ROAD B EAST, MAPLEWOOD, MINNESOTA TUESDAY, JULY 13, 2004 7:00 P.M. CITY HALL CITY COUNCIL CHAMBERS I. CALL TO ORDER Chairperson Fischer called the meeting to order at 7:00 p.m. II. ROLL CALL Commissioner Tom Connelly Present Commissioner Lorraine Fischer Present Commissioner Joe O'Brien Present Commissioner Gary Pearson Absent Commissioner Beth Ulrich Present Staff Present: III. APPROVAL OF MINUTES Ken Roberts, Planner Lisa Kroll, Recording Secretary Approval of the HRA minutes for March 18, 2003. Chairperson Fischer gave the recording secretary a clarification to the minutes on page 7 in the last paragraph. Commissioner Connelly moved to approve the minutes as amended. Commissioner O'Brien seconded. The motion carried. IV. APPROVAL OF AGENDA Ayes -Fischer, O'Brien, Abstention -Connelly, Ulrich Mr. Roberts requested the addition of the Election of an HRA secretary under New Business. He would also recommend switching item VII. New Business fortheTax-Exempt Financing Request for Concordia Arms with number V. Chairperson Fischer requested that Mr. Roberts give an update regarding items listed in the March 18, 2003, HRA minutes and discuss them item VI. Communications. Commissioner O'Brien moved to approve the agenda as amended. Commissioner Connelly seconded Ayes -Connelly, Fischer, O'Brien, Ulrich The motion carried. Housing and Redevelopment Authority -2- Minutes of 07-13-04 V. NEW BUSINESS a. Tax-Exempt Financing Request -Concordia Arms (2030 Lydia Avenue) Mr. Roberts said the Amherst Wilder Foundation, representing Concordia Arms, is requesting that the city give final approval for up $7.0 million tax-exempt revenue note financing. They would use this financing to pay off an existing mortgage and to cover the costs of proposed capital projects to the existing building. Concordia Arms is a 125-unit senior housing apartment building that is located at 2030 Lydia Avenue. The applicant is requesting that the city approve this financing so the bond interest would be tax-exempt. The state and federal governments require local government approval of tax-exempt financing. Commissioner Connelly asked what the loan balance was and what the money would be used for? Mr. Eric Lundy with Piper Jaffrey addressed the commission. Piper Jaffrey is the financial advisor for Concordia Arms Senior Housing building. He said the loan would pay off the existing loan amount and for improvements to the building. Commissioner O'Brien asked if there were age restrictions for residents to live in the Concordia Arms apartments? Mr. Lundy said it is age restricted and income restricted for the section 8 contract that the building has with the federal government for rent subsidies. Chairperson Fischer said the section 8 rules were such that people could live there if they were over the income limit but then they changed section 8. She asked if Concordia Arms could have residents over the income level? Ms. Jenny Boulton with Briggs and Morgan, 2200 First National Bank Building, 332 Minnesota Street, St. Paul, addressed the commission. She said she was not sure about that. Concordia Arms has ongoing amendments to their contract and those relate to the rents that they can charge. Mr. Lundy said on an annual basis Concordia Arms apartments submits budgets to HUD and gets rent adjustments for inflationary costs but there won't be any adjustments as a part of this agreement. The interest rate will drop in half and restructuring the debt so the payments are going to go down therefore, they don't need to increase the rent to pay the debt service on the loan. Commissioner Connelly asked if Concordia Arms had tax exempt financing on the original loan? Mr. Lundy said no it was a direct HUD loan so there was no city involvement. He said the reason they are going through the HRA instead of through the city is to get bank-qualified bonds, which allow them to sell participations in atax-exempt mortgage to local financial institutes. Commissioner O'Brien asked if there was a formal bid process that Concordia Arms has to go through? Housing and Redevelopment Authority -3- Minutes of 07-13-04 Mr. Lundy said yes there is a formal bid process. In reality the loan will be closer to $5.5 million dollars instead of $7.0 million dollars. Ms. Boulton said this is a loan where the city is involved in order to help the non-profit borrower get a tax exempt interest rate which helps them reduce their interest costs but the city does not handle any of the money it will be the bank that buys the loan and will loan the money directly to the non-profit borrower. Chairperson Fischer asked if this was already approved by the city council and if a public hearing was held? Mr. Roberts said yes this was approved last November 2003, by the city council. Commissioner O'Brien asked if there would be more than 125 units after rehab? Mr. Lundy said they are not changing the footprint of the building the rehab would only be for the exterior of the building and the interior of the building and the number of units would remain 125. Commissioner Connelly moved to approve the resolution starting on page ten in the staff report. This approves Maplewood giving approval for up to $7.0 million intax-exempt revenue financing for Concordia Arms at 2030 Lydia Avenue. Commissioner Ulrich seconded. Ayes -Connelly, Fischer, O'Brien, Ulrich The motion passed. VI. UNFINISHED BUSINESS None. VII. COMMUNICATIONS a. 2004 Annual Tour- Wednesday, August 11, 2004. Mr. Roberts reminded the HRA members of the upcoming annual tour and asked which HRA members would be available to attend the tour on Wednesday, August 11, 2004. Beth Ulrich said she was unable to attend and Joe O'Brien was unsure at this time. Tom Connelly and Lorraine Fischer would be attending and Gary Pearson was absent from the meeting. b. Status of Hillcrest Village, Maplewood Larpenteur Avenue and Adolphus Redevelopment Plan, Gladstone Area, Van Dyke Village Town House Development, and Emma's Place. Mr. Roberts updated the HRA commissioners on the above listed areas in Maplewood. These areas were discussed at the last HRA meeting on March 18, 2003. Chairperson Fischer had asked Mr. Roberts to briefly update commissioners on the status of the discussion areas. Housing and Redevelopment Authority -4- Minutes of 07-13-04 c. Election of HRA Secretary Mr. Roberts said he checked the HRA records going back to 2001, and couldn't find the person listed as the HRA secretary, therefore, he asked the commission to nominate an HRA memberto the secretary position. Chairperson Fischer said she believed the last person that left the HRA was the HRA secretary and either Joe O'Brien or Beth Ulrich filled the opening and a new secretary was never nominated. Commissioner Connelly said he wouldn't be interested in the position because he is out of the state for the winter. He would recommend that the person filling the HRA secretary position should be someone who is here more often. Commissioner O'Brien said because it could be a conflict of interest with his current position in the housing industry he would not be interested in the position. Commissioner Connelly asked Beth Ulrich if she would be willing to serve as HRA secretary if it was not a conflict of interest in her position? Commissioner Ulrich agreed to accept the position as HRA secretary. Commissioner Connelly nominated Beth Ulrich to position of HRA Secretary. Commissioner O'Brien seconded. Ayes -Connelly, Fischer, O'Brien, Ulrich The motion passed. VIII. DATE OF NEXT MEETING Because there are no future items to review at this time, therefore, there is no scheduled date for the next HRA meeting. Mr. Roberts said, as items come up he will notify the HRA commissioners. IX. ADJOURNMENT Chairperson Fischer adjourned the meeting at 7:57 p.m. MEMORANDUM TO: FROM: SUBJECT: PROJECT: LOCATION DATE: City Manager Ken Roberts, Planner Tax-Exempt Revenue Financing Hilt Murray School 2625 Larpenteur Avenue East November 15, 2005 INTRODUCTION The Hill Murray Foundation, on behalf of Hill-Murray School, is requesting that the city give approval for up to $3.5 million in tax-exempt revenue note financing. They would use this financing to buy the property the school sits on and to cover the costs of proposed capital projects to the existing building. Hill Murray is a catholic school for grades 7-12 located at 2625 Larpenteur Avenue. (See the maps on pages two through four and the letter from Mary Ippel on pages five and six.) The applicant is requesting that the city approve this financing so the bond interest would be tax-exempt. The state and federal governments require local government approval of tax-exempt financing. DISCUSSION This request should meet the city's requirements for tax-exempt financing. Maplewood will not be liable for this financing. The proposed repairs and future improvements should make the building much more usable for the students and staff. RECOMMENDATION Approve the attached resolution starting on page seven. This approves Maplewood giving approval for up to $3.5 million in tax-exempt revenue financing for Hill-Murray School at 2625 Larpenteur Avenue. p/Sec 13-29Mill Murray School fax-exempt fin - 2005 Attachments: 1. Location Map 2. Area Address Map 3. Site Plan (Partial) 4. November 8, 2005 letter from Mary Ippel 5. Financing Approval Resolution Attachment 1 LOCATION MAP 4 N Attachment 2 ~o i i ~ I a~ = ~ _ -- ----- ; i i i e~y i i I~ ~~ i~ ii ~.._. i \ ~'. ii i ~ ii ~ ,ii ::~+,- . i j ~ .` i W N ~` 2 ~ ~~~ ~ ,ea, s ~' ' ~' ~ STATE HIGHWAY ROW ,~ *`l r" ~~ i' i~ ` ~i 'Y~-'_, II ~i - I r-i ~ ~ w i - w~ _r_. me ~ ~ „~ ii ~~ „~, j ~ ~~ lrtii 1h7V ~ N i ..~ ~ ~ w~A'9~~ M _ Wiz. HILL-HURRAY <~ AVENUE. __ -_. ti, "'d. ~~~ lri: i .a-v ".~ ~.. ~% PRIORY OPEN SPACE AREA ADDRESS MAP 4 N 3 Attachment 3 STATE HIGHWAY ROW ~c ~~ ""'°s'c a rruw c a c c ~ ?~~ LTS• ---~"`- -- ~° ~:- ~ E C1EP J/ON 1~ ~~t. i# ~ e ~~ e ~ ~ me t1 R~® ~ O a 1 11 1 +P °k ~ C ~ ~'.. 1 ~ ~ C G ~ ~~ v L L' G ~ J 'G ~C ~sE y ~ h Q 4 W c e 7 '' ~ ~ J =e J~ ° ~ / li ~ ~ ~~ ~ ` W ~s e ` ~ `~' ~ c P c U ~~~ li ~~" L ~ = ~ i P~ ~ ~ ~ ~ ,3g 4j ~ ~> ~ _._so---~ _ a s ~•~ ~ ~~ ~ Y PRIORY ~`~ ` ~ `~~ :` -0 J~~ ~~ ~ e~ ~/ ~ c c I a ~'1 ~ 1 a / c Q c ° ~//~ < ° q ~ c~ m` e~ 3 v ~ e ~~ c~ c ~~ ~ ~` ~ W HILL-MURRAY ~ S e -~ ~ ~ ~nryrRr~r~ ~• I ~ J C ~ ~[~ ~ f C G Q e I O V ~ ` i- ~ C P` ~ G`' ~,C C C ~-J 1 r CC a `e L C Q C C~ I C C G C ~ ~yr C C a fC .. 1 C 1 L 1: _ C C _~ f G' {~!~ ~ C r X77 LARPENTEURAVENUE ------ --------- t--- i ~ OPEN SPACE SITE PLAN (PARTIAL) ~~ 4 N 4 Attachment 4 BRIGGS alvn MORGAN 2200 FIRST NATIONAL BANK BUII.DING 332 MANESOTA STREET SAINr PAUL, MINNESOTA 55101 TELEPHONE (651) 80&6600 FACSIhnLE (651) 80&6450 PROFESSIONAL ASSOCIATION WRI'TER'S DIRECT DIAL (651) 808-6620 WRITERS E-MAII, mippel@briggs.com November 8, 2005 VIA EMAII, Mr. Ken Roberts City of Maplewood 1830 East Coumy Road B Maplewood, MN 55109-2702 Re: Housing and Redevelopment Authority of the City of Maplewood, Minnesota -Educational Facilities Revenue Note, Series 2005 (Hill Murray School Project) Deaz Ken and Boazd of Commissioners: It is proposed that the Housing and Redevelopment Authority of the City of Maplewood, Minnesota (the "HRA") issue atax-exempt Note on behalf of Hill Murray Foundation (the "Borrower") to purchase the approximately 40 acres of land that is the current footprint of the Hill Murray School along with an additional 4 acres of land located in the City of Maplewood, Minnesota (the "City"). The Note to be issued by the HRA on behalf of the Borrower would not exceed $3,400,000. State and Federal law allow governmental entities to issue obligations such as the Note and loan the proceeds to nonprofit corporations to finance or refinance capital expenditures. This assistance reduces borrowing costs for nonprofit corporations and enables them to provide their services more cost effectively. To accomplish this purpose, the HRA would enter a Loan Agreement with the Borrower under which the Borrower would agrce to pay all principal and imerest on the Note. 171e HRA will assign all of its rights and obligations under the Loan Agreemem to a local bank (the "Lender") which will purchase the Note and loan the purchase price of the Note directly to the Borrower. The HRA is merely a conduit and the money and obligations flow only between the Lender and the Borrower. The HRA will be asked to designate the Note as Bank Qualified. Consequemly, the HILA will have to factor the Note imo its $1Q000,000 Bank Qualification allowance possibly leaving only $6,60Q000 available for other obligations that may be issued by the HRA this yeaz for governmental purposes or other nonprofit borrowers. However, the HRA has most likely has no invention of issuing any other bonds this year so this should not be a concern. The HRA's ability to designate the Note as Bank Qualified is the sole reason that the HRA, rather than the City, has 1840847vi nrtnn.`uann~rc n"mru. me rara~rau.~rmim nurrrc rn~.~ BRIGGS AND MORGAN November 8, 2005 Page 2 been asked to issue the Note. The City has issued bonds this year in an amount which prevents the City from designating the Note, and any other bonds, as Bank Qualified. The HRA, as a separate governmental entity, has its own $10,000,000 Bank Qualification allowance and is able to satisfy the Borcower's request that the Note be designated as Bank Qualified. The Note and the resolution to be adopted by the HRA will recite that the Note, if and when issued, will not to be payable from or chazged upon any of the I3RA's or the City's funds, other than the revenues received under the Loan Agreement and pledged to the payment of the Note, and neither the HRA nor the City is subject to any liability on the Note. No holder of the Note will ever have the right to compel any exercise by the City of its taxing powers to pay any of the principal of the Note or the interest or premium thereon, or to enforce payment of the Note against any property of the IIRA or the City except the interests of the HRA in payments to be made by the Borrower under the Loan Agreement. The Note will not constitute a chazge, lien or encumbrance, legal or equitable, upon any property of the HRA or the City except the interests of the HRA in paymeMS to be made by the Borrower under the Loan Agreement. The Note is not a moral obligation on the pazt of the State or its political subdivisions, including the City and the HRA, and the Note will not constitute a debt of the City or the HRA within the meaning of any constitutional or statutory limitation. Issuing the Note will not affect the credit rating of the City or the HRA on bonds they issue for municipal purposes. Under Federal and State law in order for the Note to be a tax exempt obligation, it must be issued by a governmental ernity. This requires that the City or the HRA hold a public hearing and approve issuance of the Note and the execution of related documents. The HRA will hold a public heazing on November 22, 2005 and give final approval to the issuance of the Note and the execution of related documents so it is not necessary for the City to hold a hearing. The Borcower will pay the City's required application fee and will be required to pay the City's administrative fee upon the issuance of the Note. If you have any questions please don't hesitate to contact me. Very truly yours, ~~ ~I~lary L. IppeC Mary L. Ippel isaosa~~i 6 Attachment 5 Extract of Minutes of a Meeting of the Board of Commissioners of the Housing and Redevelopment Authority of the City afi Maplewood Pursuant to due call and notice thereof, a regular meeting of the Board of Commissioners of the Housing and Redevelopment Authority of the City of Maplewood, Minnesota was duly held in the City on Tuesday, November 22, 2405, at 7:00 o'clock P.M. The following commissioners wen: present: and the following were absent: its adoption: During said meeting introduced the following resolution and moved RESOLUTION NO. RESOLUTION APPROVING THE ISSUANCE AND SALE OF THE EDUCATIONAL FACILITIES REVENUE NOTE, SERIES 2005 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATING THERETO (HILL MURRAY SCHOOL PROJECT) The motion for the adoption of the foregoing resolution was duly seconded by Commissioner ,and after full discussion thereof and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 184096Iv1 RESOLUTION APPROVING THE ISSUANCE AND SALE OF THE EDUCATIONAL FACILITIES REVENUE NOTE, SERIES 2005 AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATING THERETO (HILL MURRAY SCHOOL PROJECT) WHEREAS, (a) Minnesota Statutes, Chapter 469.152 to 469.1651 (the "Act") as found and detennined by the legislature is to promote the welfare of the state by the active attraction and encouragement and deveopment of economically sound industry and commerce to prevent so far as possible the emergence of blighted and marginal lands and areas of chronic unemployment; (b) Factors necessitating the active promotion and development of economically sound industry and commerce are the increasing concentration of population in the metropolitan areas and the rapidly rising increase in the amount and cost of governmental services required to meet the needs of the increased population and the need for development of land use which will provide an adequate tax base to finance these increased costs and access to education and employment opportunities for such population; (c) The HRA desires to facilitate the selective deveopment of the community, promote education for children, retain and improve the tax base and help to provide the range of services and employment opportunities required by the population; and the Project will assist the HRA in achieving those objectives and will enhance the image and reputation of the community; (d) The Housing and Redevelopment Authority of the City of Maplewood, Minnesota (the "HRA' has received from Hill Murray Foundation, a Minnesota nonprofit corporation (the "Borrower"), a proposal that HRA assist in financing a Project hereinafter described, through the issuance of its Educational Facilities Revenue Note (Hill Murray School Project), Series 2005 (the "Note" or the "Revenue Note"), pursuant to the Act; (e) The Borrower is currently engaged in the business of educating pre- kindergarten through high school students. The project (the "Project") to be financed by the Revenue Note is the acquisition of approximately 40 acres of land which is the current site of the Hill-Murray School campus along with an additional 4 acres of land located at 2625 Larpenteur Avenue East in the City of Maplewood, Minnesota (the "City"). The Project will be owned by the Borrower and leased to Hill-Murray School, a Minnesota nonprofit corporation (the "School'; (~ The HRA has been advised by representatives of the Borrower that conventional, commercial financing to pay the capital cost of the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of operating the Project would be sign~cantly reduced, but the Borrower has also advised the HRA that with the aid of municipal financing, and its resulting low borrowing cost, the Project is economically more feasible; 1840961v1 (g) On the basis of information available to the HRA it appears, and the HRA hereby finds, that the Project constitutes properties, real and personal, used or useful in connection with a revenue producing enterprise within the meaning of Subdivision 2(b) of Section 469.153 of the Act; that the availability of the financing under the Act and the willingness of the HRA to furnish such financing will be a substantial inducement to the Borrower to undertake the Project; and that the effect of the Project, iF undertaken, will be to help prevent the movement of talented and edupted persons out of the state and to areas within the State where their services may not be as effectively used. (h) As required by the Act and Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code', the HRA has, on this date, held a public hearing on the issuance of one or more revenue notes to finance the Project. (i) No public official of the HRA has either a direct or indirect financial interest in the Project nor will any public official either directly or indirectly benefit financially from the Project. BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Maplewood, Minnesota (the "HRA"), as follows: SECTION 1. LEGAL AUTHORIZATION AND FINDINGS. 1.1 Findinrts. The HRA hereby finds, determines and declares as follows (a) The HRA is a political subdivision of the State of Minnesota and is authorized under the Ad to assist the revenue producing project herein referred to, and to issue and sell the Note, as hereinafter defined, for the purpose, in the manner and upon the terms and conditions set forth in the Act and in this Resolution. (b) The issuance and sale of the Note by the HRA, pursuant to the Act, is in the best interest of the HRA, and the HRA hereby determines to issue the Note and to sell the Note to Premier Bank (the "Lender', as provided herein. The HRA will loan the proceeds of the Note (the "Loan") to the Borrower to finance the Project (c) Pursuant to a Loan Agreement (the "Loan Agreement") to be entered into between the HRA and the Borrower, the Borrower has agreed to repay the Note in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Note. In addition, the Loan Agreement contains provisions relating to the Project, indemn~cation, insurance, and other agreements and covenants which are required or permitted by the Act and which the HRA and the Bort'ower deem necessary or desirable for the financing of the Project. A draft of the Loan Agreement has been submitted to the Board of Commissioners. (d) Pursuant to a Pledge Agreement (the "Pledge Agreement") to be entered into between the HRA and the Lender, the HRA has pledged and granted a security interest in all of its rights, title, and interest in the Loan Agreement to the Lender (except for certain rights of indemnfication and to reimbursement for certain costs and expenses). A draft of the Pledge Agreement has been submitted to the Board of Commissioners. 1840961v1 (e) The proceeds of the Note may be disbursed to the Borrower for the acquisition of the Project pursuant to a Disbursing Agreement (the "Disbursing Agreement") to be entered into between the Lender, a disbursing agent and the Borrower. The HRA would not be a party to any Disbursing Agreement. (~ Pursuant to a Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage") to be executed by the Borrower in favor of the Lender, the Borrower will secure payment of amounts due under the Loan Agreement and Note by granting to the Lender a mortgage and security interest in the property described therein. The HRA is not a party to the Mortgage. (g) The Note will be a special limited obligation of the HRA. The Note shall not be payable from or charged upon any funds other than the revenues pledged to the payment thereof, nor shall the HRA be subject to any liability thereon. No holder of the Note shall ever have the right to compel any exercise of the taxing power of the City or the HRA to pay the Note or the interest thereon, nor to enforce payment thereof against any property of the City or the HRA. The Note shall not constitute a debt of the City or the HRA within the meaning of any constitutional or statutory limitation. (h) It is desirable, feasible and consistent with the objects and purposes of the Act to issue the Note, for the purpose of financing the Project. SECTION 2. THE NOTE. 2.1 Authorized Amount and Form of Note. The Note issued pursuant to this Resolution shall be in substantially the form submitted to the HRA with such appropriate variations, omissions and insertions as are permitted or required by this Resolution, and in accordance with the further provisions hereof; and the total aggregate principal amount of the Note that may be outstanding hereunder is expressly limited to $3,400,000, unless a duplicate Note is issued pursuant to Section 2.7. The Note shall bear interest at an initial rate set forth therein and the interest rate on the Note may be adjusted periodicelly as provided therein. 2.2 The Note. The offer of the Lender to purchase the Note at a purchase price of $3,400,000 is hereby accepted. The Note shall be dated as of the date of delivery to the Lender, shall be payable at the times and in the manner, shall bear interest at the rate, and shall be subject to such other terms and conditions as are set forth therein. 2.3 F~cecution. The Note shall be executed on behalf of the HRA by the signatures of its Chair and Secretary and shall be sealed with the seal of the HRA; provided that the seal may be intentionally omitted as provided by law. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if had remained in office until delivery. In the everrt of the absence or disability of the Chair or the Secretary such officers of the HRA as, in the opinion of the HRA Attorney, may ad in their behalf, shall without further act or authorization of the board of Commissioners execute and deliver the Note. 2.4 Delivery of Initial Note. Before delivery of the Note there shall be filed with the Lender (except to the extent waived by the Lender) the following items: (1) an executed copy of each of the following documents 1840961v1 10 (a) the Loan Agreement; (b) the Pledge Agreement; (2) an opinion of Counsel for the Borrower as prescribed by the Lender and Bond Counsel; (3) the opinion of Bond Counsel as to the validity and tax exempt status of the Note; (4) a 501(c)(3) determination letter from the Internal Revenue Service evidencing that the Borrower is exempt from income taxation under Section 501(c)(3) of the Code; (5) such other documents and opinions as Bond Counsel may reasonably require for purposes of rendering its opinion required in subsection (3) above or that the Lender may reasonably require for the closing. 2.5 Disposition of Note Proceeds. Upon delivery of the Note to the Lender, the Lender shall, on behaff of the HRA, disburse the proceeds of the Note for payment of Project Costs in accordance with the terms of the Loan Agreement and any Disbursing Agreement. 2.6 Registration of Transfer. The HRA will cause to be kept at the office of the HRA Secretary a Note Register in which, subject to such reasonable regulations as it may prescribe, the HRA shall provide for the registration of transfers of ownership of the Note. The Note shall be initially registered in the name of the Lender and shall be transferable upon the Note Register by the Lender in person or by its agent duly authorized in writing, upon sun'ender of the Note together with a written instrument of transfer satisfactory to the HRA Secretary, duly executed by the Lender or its duly authorized agent. The following form of assignment shall be sufficient for said purpose. For value received hereby sells, assigns and transfers unto the within Note of the Housing and Redevelopment Authority of the City of Maplewood, Minnesota, and does hereby irrevocably constitute and appoint attorney to transfer said Note on the books of said HRA with full power of substitution in the premises. The undersigned certfies that the transfer is made in accordance with the provisions of Section 2.9 of the Resolution authorizing the issuance of the Note. Dated: Registered Owner Upon such transfer the HRA Secretary shall note the date of registration and the name and address of the new Lender in the Note Register and in the registration blank appearing on the Note. 1840961v1 ~ ~ 2.7 Mutilated. Lost or Destroyed Note. In case any Note issued hereunder shall become mutilated or be destroyed or lost, the HRA shall, ff not then prohibited by law, cause to be executed and delivered, a new Note of like outstanding principal amount, number and tenor in exchange and substitution for and upon cancellation of such mutilated Note, or in lieu of and in substitution for such Note destroyed or lost, upon the Lenders paying the reasonable expenses and charges of the HRA in connection therewith, and in the case of a Note destroyed or lost, the tiling with the HRA of evidence satisfactory to the HRA with indemnity satisfactory to it. If the mutilated, destroyed or lost 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. 2.8 Ownershia of Note. The HRA may deem and treat the person in whose name the Note is last registered in the Note Register and by notation on the Note whether or not such Note shall be overdue, as the absolute owner of such Note for the purpose of receiving payment of or on account of the Prindpal Balance, redemption price or interest and for all other purposes whatsoever, and the HRA shall not be affected by any notice to the contrary. 2.9 Limitation on Note Transfers. The Note has been issued without registration under state or other securities laws, pursuant to an exemption for such issuance; and accordingly the Note may not Ge assigned or transferced in whole or part, nor may a participation interest in the Note be given pursuant to any participation agreement, except {i) in amounts not less than $100,000, (ii) to not more than 35 persons each of whom have knowledge and experience in financial business matters and that are cepable of evaluating the merits and rules of the investment in the Note and are not purchasing for more than one account or with a view to distributing the Note or their interest therein. Any such sale, assignment or participation shall also be (i) in full goad faith compliance with all securities registration, broker, anti-fraud and other provisions of the applicable state and federal laws, (ii) with full and accurate disdosure of all material facts to the prospective purchaser(s) or transferee(s), and (iii) under effective federal and state registration statemerrts (which neither the HRA nor the Borcower shall in any way be obligated to provide) or under exemptions from such registrations. 2.10 Issuance of New Notes. Subject to the provisions of Sedion 2.9, the HRA shall, at the request and expense of the Lender, issue new notes, in aggregate outstanding prindpal amount equal to that of the Note surcendered, and of like tenor except as to number, prindpal amount, and the amount of the monthly installments payable thereunder, and registered in the name of the Lender or such transferee as may be designated by the Lender. SECITON 3. MISCELLANEOUS. 3.1 Severabilitv. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases bequse d conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such dreumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or dreumstance, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, dauses or paragraphs in this Resolution contained shall not affed the remaining portions of this Resolution or any part thereof. 3.2 Authentication of Transcript The officers of the HRA are direded to furnish to Bond Counsel cert~ed copies of this Resolution and all documents referred to herein, and rsaa~ci~~ 12 affidavits or certificates as to all other matters which are reasonably necessary to evidence the validity of the Note. All such certified copies, certficetes and affidavits, inGuding any heretofore furnished, shall constitute recitals of the HRA as to the correctness of all statements contained therein. 3.3 Authorization to Execute As~reements. The forms of the proposed Loan Agreement and the Pledge Agreement are hereby approved in substantially the form heretofore presented to the Board of Commissioners, together with such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by Bond Counsel prior to the execution of the documents, and the Chair and Secretary of the HRA are authorized to execute the Loan Agreement and the Pledge Agreement and such other documents as Bond Counsel consider appropriate in connection with the issuance of the Note in the name of and on behalf of the HRA. In the event of the absence or disability of the Chair or the Secretary such officers of the HRA as, in the opinion of the HRA Attorney, may act in their behalf, shall without further act or authorization of the Board of Commissioners do all things and execute all instnaments and documents required to be done or executed by such absent or disabled officers. The execution of any instrument by the appropriate officer or officers of the HRA herein authorized shall be contusive evidence of the approval of such documents in accordance with the terms hereof. 3.4 Qualified Tax Exempt Obligation. In order to qualify the Note as a "qualified tax- exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), the HRA hereby makes the following factual statements and represerrtations; (a) the Note is not treated as a "private activity bond" under Section 265(b)(3) of the Code; (b) the HRA hereby designates the Note as a qualified tax-exempt obligation for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than obligations described in Gause (ii) of Section 265(b)(3)(C) of the Code) which will be issued by the HRA (and all entities whose obligations will be aggregated with those of the HRA) during the calendar year 2005 will not exceed $10,000,000; (d) not more than $10,000,000 of obligations issued by the HRA during the calendar year 2005 have been designated for purposes of Section 265(b)(3) of the Code; and (e) the aggregate face amount of the Note does not exceed $10,000,000. rsaovsi~~ 13 Adopted by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Maplewood, Minnesota, this 22nd day of November, 2005. Chair ATTEST: Secretary 1840961v1 ~ 4 STATE OF MINNESOTA COUNTY OF RAMSEY HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF MAPLEWOOD I, the undersigned, being the duly qualified and acting Secretary of the Housing and Redevelopment Authority of the City of Maplewood, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the Board of Commissioners duly called and held on the date therein indicated, insofar as such minutes relate to a resolution authorizing the issuance of a revenue note. WITNESS my hand this _ day of November, 2005. Secretary 15 isaovsi~i