Loading...
HomeMy WebLinkAboutResolution 2004-63 - Awarding Sale of Public Project Lease Revenue Bonds Jr', I ' 41 ZWLI b3 Extract of Minutes of Meeting CO Corcoran Economic Development Authority 14), Corcoran, Hennepin County, Minnesota Pursuant to due call and notice thereof, a special meeting of the Corcoran Economic Development Authority, Corcoran, Minnesota, was duly held in the City Hall in said City on Thursday, August 12,2004, commencing at 7:14 o'clock P.M. The following members were present: Bucher, Gageby, Guenthner, Lymangood, Thomas and the following were absent: none * * * * * * * * * The Chairperson announced that the next order of business was consideration of a proposal for the purchase of the Authority's $325,000 Public Project Lease Revenue Bonds, Series 2004. The Executive Director presented the proposal. After due consideration of the proposal, Member Gageby then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: 251427v.2(JAE) CR100-9 JO 1 ' "�' RESOLUTION NO. 2004- 63 144 A RESOLUTION AWARDING THE SALE OF $325,000 PUBLIC PROJECT LEASE REVENUE BONDS, SERIES 2004; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED By the Corcoran Economic Development Authority, Corcoran, Minnesota(the"Authority") as follows: Section 1. Sale of Bonds. 1.01. The City of Corcoran (the"City") is authorized by law to acquire such items of real and personal property as are needed to carry out its governmental and proprietary functions, and to acquire such real and personal property by entering into lease-purchase contracts. The City has determined that it is necessary for it to acquire pursuant to a Lease-Purchase Agreement dated as of date of issue (the "Lease") the Authority's interest in certain real property described in the Lease (the "Site"), together with certain improvements to be constructed thereon (the "Facilities"). The development of the Site and the Facilities is consistent with and furthers the economic development functions of the Authority, and the Authority is willing to acquire a leasehold interest in the Site pursuant to a Ground Lease dated as of date of issue (the "Ground Lease") from the City to the Authority and to acquire title to the Facilities and to lease and sell the Site and the Facilities to the City,pursuant to the Lease. To provide funds for the acquisition and improvement of the Facilities, the Authority will issue its $325,000 Corcoran Economic Development Authority Public Project Lease Revenue Bonds, Series 2004(the"Bonds"). 1.02. The proposal of (the "Purchaser") to purchase the Bonds is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of$325,000 plus accrued interest to date of delivery, for the Bonds bearing interest plus accrued interest as follows: Year of Interest Maturity Rate 2009 2015 1.03. The Chairperson and Executive Director are directed to execute a contract with the Purchaser on behalf of the Authority. 1.04. The Authority will forthwith issue and sell the Bonds pursuant to Minnesota Statutes, Section 469.103, as amended (the "Act") in the total principal amount of $325,000, originally dated as of the date of delivery, in the denomination of the original par amount of each term bond bearing interest as above set forth and maturing in February 1 in the years and amounts as follows: 251427v.2(JAE) 2 CR100-9 Year Amount 2009 $110,000 2015 215,000 1.05. Optional Redemption. The Bonds are subject to optional redemption at the election of the City, so long as the Lease is in effect, in whole but not in part, on any date, for an amount equal to the principal outstanding on the Bonds,plus accrued interest. 1.06. Mandatory Redemption. The Bonds are subject to mandatory sinking fund redemption and shall be redeemed at par plus accrued interest on the sinking fund installment dates and in the principal amounts as follows: Sinking Fund Installment Date Principal Amount February 1, 2009 Term Bonds 8/1/2005 $7,000 2/1/2006 14,000 8/1/2006 14,000 2/1/2007 14,000 8/1/2007 15,000 2/1/2008 15,000 8/1/2008 15,000 2/1/2009 (maturity) 16,000 February 1, 2015 Term Bonds 8/1/2009 16,000 2/1/2010 16,000 8/1/2010 17,000 2/1/2011 17,000 8/1/2011 17,000 2/1/2012 18,000 8/1/2012 18,000 2/1/2013 18,000 8/1/2013 19,000 2/1/2014 19,000 8/1/2014 20,000 2/1/2015 (maturity) 20,000 All prepayments will be at a price of par plus accrued interest. Section 2. Registration and Payment. 2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of the Bonds, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 251427v.2(JAE) 3 CR100-9 r 2.02. Dates; Interest Payment Dates. The Bonds will be dated as of the date of delivery. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2005, to the registered owners of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The Authority will appoint a bond registrar, transfer agent, authenticating agent and paying agent(the"Registrar"). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of the Bonds and the registration of transfers and exchanges of the Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of the Bonds duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form 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 will authenticate and deliver, in the name of the designated transferee or transferees, a new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. When a Bond is surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. The Bonds surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (fj Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes and payments so made to registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. 251427v.2(JAE) 4 CR100-9 . (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of the Bond, sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost,upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, 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 and as provided by law, in which both the Authority and the Registrar must be named as obligees. Any Bond so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the Authority. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event the Bonds are called for redemption, notice thereof will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not less than 30 days prior to the date fixed for redemption to the registered owner of the Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of the Bonds. Any Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The Authority appoints the City Administrator, Corcoran, Minnesota, as the initial Registrar. If the Authority appoints any successor registrar, the balance of this section applies. The Chairperson and the Executive Director are authorized to execute and deliver, on behalf of the Authority, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The Authority agrees to pay, from Additional Lease Payments paid by the City under the Lease, the reasonable and customary charges of the Registrar for the services performed. The Authority reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and the Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. 2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the Executive Director and executed on behalf of the Authority by the signatures of the Chairperson and the Executive Director, provided that all signatures may be printed, engraved or 251427v.2(ME) 5 CRI00-9 . r lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of any Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Bond will 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 the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on the Bonds need not be signed by the same representative. The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the Authority will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. Section 3. Form of Bonds. 3.01. The Bonds will be printed or typewritten in substantially the following form: [Face of the Bonds] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF CORCORAN CORCORAN ECONOMIC DEVELOPMENT AUTHORITY CORCORAN, MINNESOTA No. R $ Public Project Lease Revenue Bonds, Series 2004 Date of Interest Rate Maturity Original Issue February 1, 2015 Principal Amount: The Corcoran Economic Development Authority, Corcoran, Minnesota, a public body corporate and politic and political subdivision of the State of Minnesota(the"Authority"), for value received, hereby promises to pay, but solely from the sources hereinafter described, to the Registered Owner specified above or registered assigns, the Principal Amount set forth above on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above,payable February 1 and August 1 in each year, commencing August 1, 2005, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. Amounts paid on any payment date will be applied first to accrued interest and then to outstanding principal. Principal and the redemption 251427v.2(JAE) 6 CRI00-9 price are payable in lawful money of the United States of America at the office of City Administrator, Corcoran,Minnesota, or of its successor, as Bond Registrar. Interest shall be paid on each interest payment date by check or draft mailed to the person in whose name this Bond is registered at the close of business on the fifteenth (15th) day of the month immediately preceding such interest payment date (whether or not a business day) at the Owner's address set forth on the registration records maintained by the Bond Registrar. Upon written request to the Bond Registrar, delivered at least fifteen (15) days prior to an interest payment date, payment of interest may be made by wire transfer to such registered Owner. Any such interest not punctually paid or provided for will cease to be payable on such regular record dates and such defaulted interest may be paid to the person in whose name this Bond is registered at the close of business on a special record date for the payment of such defaulted interest established by the Bond Registrar. It is hereby certified and recited and the Authority has found: that all acts, conditions and things required to be done precedent to and in the issuance of this Bond have been properly done, have happened and have been performed in regular and due time, form and manner as required by law; and that this Bond does not constitute a debt of the Authority within the meaning of any constitutional or statutory limitation. This Bond is issued pursuant to Minnesota Statutes, Section 469.103, as amended (the "Act"), and in conformity with the provisions, restrictions and limitations thereof. This Bond does not constitute or give rise to a charge against the general credit or properties or taxing powers of the Authority or the City of Corcoran, Minnesota (the "City") and does not grant to the Owner of this Bond any right to have the Authority or the City levy any taxes or appropriate any funds for the payment of the principal hereof or interest hereon, nor is this Bond a general obligation or a pecuniary liability of the Authority or the City or the individual officers or agents thereof. This Bond does not constitute an indebtedness of the Authority or the City, within the meaning of any state constitutional provision or statutory limitation. This Bond and interest hereon are payable solely from Lease Payments to be paid by the City pursuant to a Lease-Purchase Agreement dated as of September , 2004 (the"Lease"), from the Authority to the City, or other moneys held by the Bond Registrar in a Fund or Account appropriated to the payment of the Bond under the Bond Resolution adopted by the Authority on August 12,2004(the"Resolution"). THE OBLIGATION OF THE CITY TO MAKE LEASE PAYMENTS PURSUANT TO THE LEASE IS SUBJECT TO ANNUAL APPROPRIATION BY THE CITY COUNCIL OF THE CITY. IN THE EVENT THE CITY COUNCIL DETERMINES NOT TO APPROPRIATE MONEYS FOR THE PAYMENT OF LEASE PAYMENTS DUE IN A FISCAL YEAR, THE LEASE WILL TERMINATE AT THE END OF THE THEN-CURRENT FISCAL YEAR, AND THE CITY WILL HAVE NO FURTHER OBLIGATION TO MAKE LEASE PAYMENTS PURSUANT TO THE LEASE. This Bond is a duly authorized special limited obligation bond in an aggregate principal amount of$325,000, in the denomination of par which has been authorized by law to be issued by the Authority pursuant to the Resolution, to provide financing for the acquisition and improvement of the Site and Facilities described in the Lease. The Bond is secured by the Resolution and the Lease. Pursuant to a Ground Lease dated as of September_, 2004 (the"Ground Lease") from the City to the Authority,the City has leased the Site described in the Lease to the Authority. Reference is hereby made to the Ground Lease, the Lease, the Resolution, and any amendments or 251427v.2(JAE) 7 CRI00-9 supplements thereto for a description and limitation of the property,revenues and funds pledged and appropriated to the payment of the Bond, the nature and extent of the security thereby created, the rights of the Owners of the Bond, the rights, duties and immunities of the Bond Registrar, and the rights, immunities and obligations of the Authority and the City thereunder. Certified copies of the Resolution and executed counterparts of the Ground Lease and the Lease are on file at the office of the Authority. The Bond is subject to extraordinary redemption on any Business Day in whole or in part in certain events of damage to or destruction or condemnation of the Site or the Facilities,or change of law as provided in the Lease, at a redemption price equal to par plus accrued interest. The Bond is also subject to optional redemption at the election of the City, so long as the Lease is in effect, in whole but not in part, on any date, for an amount equal to the principal outstanding on the Bond,plus accrued interest. The Bond is also subject to mandatory sinking fund redemption and shall be redeemed at par plus accrued interest on the sinking fund installment dates and in the principal amounts as follows: Sinking Fund Installment Date Principal Amount February 1, 2015 Term Bond 8/1/2005 $7,000 2/1/2006 14,000 8/1/2006 14,000 2/1/2007 14,000 8/1/2007 15,000 2/1/2008 15,000 8/1/2008 15,000 2/1/2009(maturity) 16,000 February 1, 2015 Term Bond 8/1/2009 16,000 2/1/2010 16,000 8/1/2010 17,000 2/1/2011 17,000 8/1/2011 17,000 2/1/2012 18,000 8/1/2012 18,000 2/1/2013 18,000 8/1/2013 19,000 2/1/2014 19,000 8/1/2014 20,000 2/1/2015 (maturity) 20,000 Notice of any such redemption shall be given to the registered Owner of each Bond to be redeemed by first class mail, addressed to the Owner's registered address, not later than thirty (30) 251427v.2(JAE) 8 CR100-9 days prior to the date fixed for redemption. Prior to the date fixed for redemption, funds shall be deposited with the Bond Registrar sufficient to pay the Bond called and accrued interest thereon, plus any premium required. Upon the happening of the above conditions,the Bond thus called shall not bear interest on or after the call date and, except for the purpose of payment from the funds so deposited, shall no longer be protected by the Resolution. This Bond is transferable, as provided in the Resolution, only upon the registration records maintained by the Bond Registrar by the Registered Owner hereof in person or by the Owner's duly authorized attorney, upon surrender of this Bond for transfer at the office of the Bond Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bond Registrar duly executed by, the Registered Owner hereof or the Owner's duly authorized attorney, and, upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, a Bond of the same maturity, aggregate principal amount and interest rate will be issued to the designated transferee or transferees. The Bond is issuable only as a fully registered Bond without coupons in denomination of the original par amount. In case an Event of Default as defined in the Resolution or the Lease occurs, or in the event of non-appropriation by the City Council of the City, the principal of this Bond may be declared or may become due and payable prior to the stated maturity hereof in the manner and with the effect and subject to the conditions provided in the Resolution, but no Owner of any Bond shall have any right to enforce the provisions of the Resolution, the Lease or the Ground Lease except as provided in the Resolution. With the consent of the Authority and the Bond Registrar, and to the extent permitted by and as provided in the Resolution, the terms and provisions of the Resolution, the Lease and the Ground Lease, or of any instrument supplemental thereto, may be modified or altered by the assent or authority of the Owner of the Bond then Outstanding thereunder. This Bond shall not be valid or become obligatory for any purpose until it shall have been authenticated by the execution of the certificate hereon endorsed by the Bond Registrar under the Resolution. IN WITNESS WHEREOF, the Corcoran Economic Development Authority, Corcoran, Minnesota has caused this Bond to be executed in its name by the facsimile signatures of its duly authorized officers, all as of the Date of Original Issue specified above. CORCORAN ECONOMIC DEVELOPMENT AUTHORITY (Facsimile) Chairperson (Facsimile) Executive Director Date: 251427v.2(JAE) 9 CR100-9 (Form of Bond Registrar's Certificate) This is the Bond described in the within mentioned Resolution. City Administrator Bond Registrar Date: By Authorized Signature ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name and Address of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof,with full power of substitution in the premises. Dated: Please Insert Social Security Number or Other Notice: The signature to this assignment Identifying Number of Assignee must correspond with the name as it appears on the face of this Bond in every particular, without alteration or any change whatever. PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Bond Registrar in the name of the person last noted below. Signature of Date of Registration Registered Owner Bond Registrar 251427v.2(JAE) 1 CR100-9 Section 4. Payment; Security; Pledges and Covenants. 4.01. The Bonds are payable from the Debt Service Fund hereby created, and the Lease Payments payable by the City under the Lease are hereby pledged to the Debt Service Fund. There is also appropriated to the Debt Service Fund (i) capitalized interest financed from Bond proceeds, if any, (ii) any amount over the minimum purchase price paid by the Purchaser, and (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds. So long as there is no Event of Default under the Lease and the City has not terminated the Lease due to nonappropriation, the Debt Service Fund shall be held and administered by the City. 4.02. The Authority covenants to apply all Lease Payments received by the Authority for the City pursuant to the Lease to the payment of the principal of and interest on the Bonds. The Bonds shall not constitute or give rise to a charge against the general credit or properties or taxing powers of the Authority or the City and shall not grant to the Owners of the Bonds any right to have the Authority or the City levy any taxes or appropriate any funds for the payment of the principal thereof or interest thereon, nor are the Bonds a general obligation or a pecuniary liability of the Authority or the City or the individual officers or agents thereof. The Bonds shall not constitute an indebtedness of the Authority or the City, within the meaning of any state constitutional provision or statutory limitation. The Bonds and interest thereon are payable solely from Lease Payments to be paid by the City pursuant to the Lease, or other moneys held by the Bond Registrar in a Fund or Account appropriated to the payment of the Bonds. The obligation of the City to make Lease Payments pursuant to the Lease is subject to annual appropriation by the City Council of the City. In the event the City Council determines not to appropriate moneys for the payment of Lease Payments due in a fiscal year, the Lease will terminate at the end of the then-current fiscal year, and the City will have no further obligation to make Lease Payments pursuant to the Lease. In case an Event of Default as defined in the Lease occurs, or in the event of non- appropriation by the City Council of the City, the Authority may declare the principal of the Bonds Outstanding to be due and payable prior to the stated maturity thereof, and upon such declaration, the principal of the Bonds Outstanding shall become due and payable. After such declaration, all moneys received by the Authority and applicable to the Bonds pursuant to the Ground Lease shall be applied to the Bonds Outstanding and claims for interest thereon. 4.03. The Authority staff is authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin County and to obtain the certificate required by Minnesota Statutes, Section 475.63. 251427v.2(JAE) 11 CR100-9 Section 5. Authentication of Transcript. 5.01. The officers of the Authority are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the Authority relating to the Bonds and to the financial condition and affairs of the Authority, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control,relating to the validity and marketability of the Bonds, and such instruments, including any heretofore furnished, may be deemed representations of the Authority as to the facts stated therein. 5.02. It is determined that no comprehensive Official Statement or offering material has been prepared or circulated by the Authority in connection with the sale of the Bonds and that the Authority is relying on the investment representation of the Purchaser in an investment letter of even date now on file with the Executive Director. 5.03. The Ground Lease and the Lease are hereby approved. The Chairperson and Executive Director are authorized and directed to execute and deliver the Ground Lease and the Lease on behalf of the Authority, substantially in the forms on file,but with all such changes therein as shall be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. Copies of all of the transaction documents shall be delivered, filed and recorded as provided therein. The Chairperson, the Executive Director and other officers of the Authority are also authorized and directed to execute such other instruments as may be required to give effect to the transactions herein contemplated. Section 6. Tax Covenant. 6.01. The Authority covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 6.02. The Authority will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States. 6.03. The Authority further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, 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. 251427v.2(JAE) 12 CR100-9 6.04. In order to qualify the Bonds as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Code, the Authority makes the following factual statements and representations: (a) the Bonds are not a "private activity bonds" as defined in Section 141 of the Code; (b) the Authority hereby designates the Bonds 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 any private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the Authority (and all subordinate entities of the Authority) during calendar year 2004 will not exceed$10,000,000; and (d) not more than $10,000,000 of obligations issued by the Authority during calendar year 2004 have been designated for purposes of Section 265(b)(3)of the Code. 6.05. The Authority will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. Section 7. Continuing Disclosure. 7.01. Participating underwriters need not comply with the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule"), because the offering is in a principal amount less than $1,000,000. Consequently, the Authority will not enter into any undertaking to provide continuing disclosure of any kind with respect to the Bonds. 13 251427v.2(JAE) CR100-9 Passed and adopted this 12th day of August, 2004. CORCORAN ECONOMIC DEVELOPMENT AUTHORITY / `W Chairperson Executi - Director 251427v2(JAE) 14 CR100-9 • The motion for the adoption of the foregoing resolution was duly seconded by Member Lymangood , and upon vote being taken thereon, the following voted in favor thereof: Bucher, Gageby, Guenthner, Lymangcod, Thomas and the following voted against the same: none whereupon said resolution was declared duly passed and adopted. 251427v2(JAE) 15 CR100-9 STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) SS. CORCORAN ECONOMIC ) DEVELOPMENT AUTHORITY ) I, the undersigned, being the duly qualified and acting Executive Director of the Corcoran Economic Development Authority, Corcoran, Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the Authority held on August 12, 2004 with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of$325,000 Public Project Lease Revenue Bonds, Series 2004 of the Authority. WITNESS My hand officially as such Executive Director and the corporate seal of the Authority this day of , 2004. Execu 've Director (SEAL) 251427v.2(JAE) 16 CR100-9 STATE OF MINNESOTA COUNTY AUDITOR'S CERTIFICATE AS TO COUNTY OF HENNEPIN REGISTRATION I, the undersigned County Auditor of Hennepin County, Minnesota, hereby certify that a resolution adopted by the Corcoran Economic Development Authority, Corcoran, Minnesota, on August 12, 2004, relating to Public Project Lease Revenue Bonds, Series 2004, in the amount of $325,000, dated September 2, 2004, has been filed in my office and said obligations have been registered on the register of obligations in my office. WITNESS My hand and official seal this day of , 2004. County Auditor Hennepin County, Minnesota (SEAL) By Deputy 251427v.2(JAE) 17 CR 100-9