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HomeMy WebLinkAboutResolution - HRA 2003-04 - Elim Shores, Series 2003 Revenue Note - 07/15/2003 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE COUNTY OF HENNEPIN STATE OF MINNESOTA H.R.A. RESOLUTION NO. 2003-04 A RESOLUTION RELATING TO THE ISSUANCE AND SALE OF AN ELDERLY HOUSING REFUNDING REVENUE NOTE (ELIM SHORES, INC. PROJECT), SERIES 2003, AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH BE IT RESOLVED by the Commissioners (the "Commissioners") of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota(the "Authority"), as follows: WHEREAS, pursuant to Minnesota Statutes, Chapter 462C, as amended (hereinafter referred to as the"Act"), the City of Eden Prairie, Minnesota(the "City") has heretofore issued its Elderly Housing Refunding Revenue Bonds (Slim Shores, Inc. Project), Series 1996, originally dated as of March 1, 1996 (the "Prior Bonds"), of which $2,975,000 in principal amount remains outstanding, and loaned the proceeds of the Prior Bonds to Elim Shores, Inc., a Minnesota nonprofit corporation(the "Corporation") to be used for the purpose of paying the costs of acquisition, construction and furnishing of a 64-unit senior housing facility in the City (the "Project"); and WHEREAS, at the request of the Corporation and pursuant to the Act, the Housing and Redevelopment Authority in and for the City(the "Authority")now proposes to issue its Elderly Housing Refunding Revenue Note (Elim Shores, Inc. Project), Series 2003, in the principal amount not to exceed $2,900,000 (the "Series 2003 Note"), and loan the proceeds to the Corporation to be used to refund and retire the Prior Bonds on or about August 31, 2003; and WHEREAS, forms of the following documents relating to the issuance of the Series 2003 Note have been submitted to the Commissioners and are now on file in the office of the Executive Director: (a) Loan Agreement, dated as of July 1, 2003 (the "Loan Agreement"),between the Authority and the Corporation, whereby, among other things, the Authority has agreed to sell the Series 2003 Note to provide funds to be loaned to the Corporation to pay the costs of retiring the Prior Bonds, and the Corporation has agreed to make loan repayments sufficient to pay debt service on the Series 2003 Note when due, and to pay related costs, expenses and fees of the Authority; (b) Assignment of Loan Agreement, dated as of July 1, 2003 (the "Assignment of Loan Agreement'), between the Authority and Bremer Bank, National Association (the "Bank"), as purchaser of the Series 2003 Note; (c) Mortgage, Assignment of Rents, Security Agreement and Fixture Financing Statement, dated as of July 1, 2003 (the "Mortgage"), from the Corporation to the Bank; (d) Assignment of Leases and Rents, dated as of July 1, 2003 (the"Assignment"), from the Corporation to the Bank; (e) Security Agreement, dated as of July 1, 2003, from the Corporation to the Bank; (f) The Series 2003 Note, a form of which is attached hereto as Exhibit A, from the Authority to the Bank, as purchaser. The foregoing are referred to from time to time in this Resolution as the Note Documents. NOW, THEREFORE, BE IT RESOLVED BY THE COMMISSIONERS OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE: 1. Findings. That it is hereby found and determined that: (a) The Authority is authorized to issue the Series 2003 Note pursuant to the provisions of the Act. (b) There is no litigation pending or, to the best of its knowledge, threatened, against the Authority relating to the Project or the Series 2003 Note or the Note Documents, or questioning the organization of the Authority or its power or authority to issue the Series 2003 Note or to execute and deliver the Note Documents required to be executed by the Authority. (c) The execution and delivery of, and the performance of the Authority's obligations under, the Series 2003 Note and the Note Documents do not and will not violate any material order of any court or other agency of government, or any material provision of any indenture, agreement or other instrument to which the Authority is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. (d) No Commissioner(i)has a direct or indirect interest in the Project, the Note Documents or the Series 2003 Note, (ii) has a direct or indirect interest in the Corporation, or(iii) has received or will receive any commission, bonus or other remuneration for or in respect of the Project, the Note Documents or the Series 2003 Note. (e) The Authority believes that a substantial debt service savings can be achieved by the issuance and sale of the Bonds. 2. Approval and Execution of Note Documents. The forms of Note Documents referred to above are approved. The Note Documents required to be executed by the Authority shall be executed in the name and on behalf of the Authority by the Chair of the Commissioners (the"Chair") and the Executive Director of the Commissioners (the "Executive Director") in substantially the form on file,but with such changes therein, not inconsistent with the Act or other law, and Section 3 hereof, as may be approved by the City Attorney and the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. The Chair and the Executive Director are also authorized and directed to execute such closing certificates and other documents as may be necessary to complete the issuance and delivery of the Series 2003 Note upon approval thereof by the City Attorney, which approval shall be conclusively evidenced by the execution thereof. 3. Approval of Terms and Sale of Series 2003 Note. The most recent draft of the form of the Series 2003 Note as provided to the Authority contains the terms and provisions of the Series 2003 Note as negotiated to date. At such time as the final terms of the Series 2003 Note become available, the Chair and Executive Director are authorized to execute the Series 2003 Note (and to consent to changes in the Note Documents reflecting such final terms) provided that(i) the total principal amount of Series 2003 Note to be issued shall not exceed $2,900,000, (ii) the final maturity of the Series 2003 Note shall not be later than October 1, 2023, (iii) the coupon rate on the Series 2003 Note shall not exceed 9.00%per annum and(iv) the purchase price of the Series 2003 Note paid by the Bank shall not be less than 100% of the par amount thereof,plus accrued interest to the date of issuance of the Series 2003 Note. 4. Qualified Tax-Exempt Obligation. The Note is hereby designated a"qualified tax-exempt obligation"within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986 (the"Code"). The Note is to be issued on behalf of an organization described in Section 501(c)(3) of the Code and is to be issued as a"qualified 501(c)(3)bond"under Section 145 of the Code. The Authority, together with all subordinate entities thereof, does not reasonably expect to issue tax-exempt obligations, including the Note (other than private activity bonds not constituting"qualified 501(c)(3)bonds") the sum of which, with all such obligations heretofore issued by the Authority or such subordinate entities in calendar year 2003, exceeds $10,000,000. 5. Execution and Delivery of Series 2003 Note. The Series 2003 Note shall be executed by the facsimile signatures of the Chair and the Executive Director, and the Series 2003 Note shall be delivered to the Bank upon payment of the agreed purchase price therefor, and upon receipt by the Bank of the signed legal opinion of Dorsey&Whitney LLP, of Minneapolis, Minnesota, bond counsel, and the other documents required pursuant to the Note Documents. 6. Certifications. The Chair, Executive Director and other officers of the Authority are authorized and directed to prepare and furnish to Dorsey&Whitney LLP,bond counsel, the Corporation, and the Bank certified copies of all proceedings and records of the Authority relating to the Project and the Series 2003 Note, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Authority as to the truth of all statements contained therein. 7. Limited Liability. No covenant, provision or agreement of the Authority herein or in the Series 2003 Note, the Note Documents or in any other document executed by the Authority in connection with the issuance, sale and delivery of the Series 2003 Note, or any obligation herein or therein imposed upon the Authority or breach thereof, shall give rise to a pecuniary liability of the Authority or a charge against its general credit or taxing powers or shall obligate the Authority financially in any way except with respect to the Loan Agreement and the application of revenues therefrom and the proceeds of the Series 2003 Note. No failure of the Authority to comply with any term, condition, covenant or agreement herein or therein shall subject the Authority to liability for any claim for damages, costs or other financial or pecuniary charges except to the extent that the same can be paid or recovered from the Loan Agreement or revenues therefrom or proceeds of the Series 2003 Note. No execution on any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general funds or taxing powers of the Authority. In making the agreements,provisions and covenants set forth herein and in the Note Documents, the Authority has not obligated itself except with respect to the Loan Agreement and the application of revenues thereunder and the proceeds of the Series 2003 Note. The Series 2003 Note constitutes a special obligation of the Authority, payable solely from the revenues pledged to the payment thereof pursuant to the Loan Agreement, and does not now and shall never constitute an indebtedness or a loan of the credit of the Authority, the City, the State of Minnesota or any political subdivision thereof or a charge against the Authority's general taxing powers within the meaning of any constitutional or statutory provision whatsoever. 8. Costs. The Corporation has agreed to pay directly or through the Authority any and all costs incurred by the Authority in connection with the financing whether or not the financing is carried to completion and whether or not the Series 2003 Note or Note Documents are executed. Adopted by the Commissioners of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, this 15th day of July, 2003. Ron Case, Acting Chair ATTEST: "Exedutive S t , rector EXHIBIT A FORM OF NOTE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA Elderly Housing Refunding Revenue Note (Elim Shores, Inc. Project), Series 2003 1) FOR VALUE RECEIVED, the HOUSING AND REDEVELOPMENT AUTHORITY in and for the CITY OF EDEN PRAIRIE, MINNESOTA (the "Issuer") hereby promises to pay to the order of BREMER BANK, NATIONAL ASSOCIATION (the "Lender"), a national banking association with its main banking house located in the City of Eden Prairie (the "City"), from the source and in the manner hereinafter provided, the principal sum of DOLLARS ($ (the "Loan"), with interest accruing on the unpaid principal balance hereof as of the date hereof at the rate specified herein, in any coin or currency which at the time or times of payment is legal tender for the payment of public or private debts in the United States of America. 2) Interest shall accrue as of the date hereof on the unpaid principal balance at the following rates: Beginning on , 2003, and continuing through , 2023, principal and interest shall be amortized and paid on the lst day of each month (the "Payment Date") in consecutive monthly installments. The amount of each principal and interest payment shall be based upon a monthly amortization using 240 monthly payments and the interest rate set forth in (3) below; provided however that the amount of each installment shall be adjusted if and when the rate of interest is adjusted pursuant to Section 3 hereof to the amount necessary to fully amortize the then- unpaid Principal Balance of the Loan at the adjusted interest rate in the then-remaining number of monthly installments. Unless sooner paid, the final installment of principal and interest shall be payable on , 2023 (the Final Maturity Date). 3) Interest shall accrue as of the date hereof on the unpaid principal balance at the following rates as set forth herein. Until the Final Maturity Date, at the written election of the Company to the Lender, on behalf of the Issuer, to the Lender at least 5 days prior to the 5 Year Adjustment Date or 10 Year Adjustment Date, as applicable, the interest rate shall be equal to (a) 70% of the sum of(A) the five year London Interbank Offered Rate ("LIBOR") Swap Rate plus (B) 275 basis points, provided however, that the interest rate on this Note shall in no event be less than 4.25% and no more than 8.00% per annum; which interest rate shall be adjusted each five years commencing and on every -I- fifth anniversary thereof (the "5 Year Adjustment Date") to reflect changes in the LIBOR Swap Rate then in effect, or(b) 70% of the sum of(A) the ten year LIBOR Swap Rate plus (B) 275 basis points, provided however, that the interest rate shall in no event be less than 4.95% and no more than 8.70% per annum; which interest rate shall be adjusted on (the "10 year Adjustment Date") to reflect the change in the LIBOR Swap Rate; and provided, however, if the Company, on behalf of the Issuer, does not elect (a) or(b) the interest rate shall be as provided in (a). For purposes hereof, LIBOR Swap Rate for 3(a) shall mean the rate per annum published as the LIBOR swap "ask" rate for a five (5) year term in the Federal Reserve Board Statistical Release H.15 (or equivalent reporting service selected by the Lender) on the last business day preceding any date of determination. In the event that the LIBOR Rate cannot be ascertained by the Lender due to changes in reports, publications, market conditions or regulatory requirements, then the Lender shall, in the exercise of its sole discretion, select a substitute rate or index that it believes to be reasonably equivalent to the LIBOR Rate and thereafter such substitute rate shall for all purposes be deemed to be the LIBOR Rate under this Note and the "LIBOR Swap Rate" for 3(b) shall mean the rate per annum published as the LIBOR swap "ask" rate for a ten (10) year term in the Federal Reserve Board Statistical Release H.15 (or equivalent reporting service selected by the Lender) on the last business day preceding any date of determination. In the event that the LIBOR Rate cannot be ascertained by the Lender due to changes in reports, publications, market conditions or regulatory requirements, then the Lender and the Company shall select a substitute rate or index that they believe to be reasonably equivalent to the LIBOR Rate and thereafter such substitute rate shall for all purposes be deemed to be the LIBOR Rate under this Note. 4) All payments made by the Issuer hereunder shall be applied to accrued interest and the remainder thereof to the principal balance hereof. 5) If the interest on this Note should become subject to federal income taxation pursuant to a Determination of Taxability, then the per annum rate of interest hereunder shall be automatically increased effective as of the Date of Taxability to a rate equal to 1.5 times the interest rate calculated in Section 3 above of this Note. The Issuer shall forthwith pay to the Bank the aggregate difference between (i) the amounts actually paid hereunder between the Date of Taxability and the date of receipt of notice of the Determination of Taxability, and (ii) the amounts which would have been due during such period if the increased interest rate had been in effect. 6) Principal and interest and any penalty, charge or premium due hereunder shall be payable at the principal office of the Lender, or at such other place as the Lender may designate in writing. In all cases interest shall be calculated on the basis of a year of 360 days and charged for actual days principal is unpaid. -2- 7. This Note has been designated as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986. 8. This Note is issued by the Issuer to provide funds for a project as described in the Loan Agreement dated as of July 1, 2003, between the Issuer and the Company (the "Loan Agreement'), and this Note is further issued pursuant to and in full compliance with the Constitution and laws of the State of Minnesota, particularly Minnesota Statutes, Chapter 462C, and pursuant to the Resolution adopted by the governing body of the Issuer on July 15, 2003. 9. This Note is secured by the Assignment of Loan Agreement, the Mortgage, the Security Agreement and the Assignment of Leases and Rents (said documents hereinafter collectively referred to as the "Security Documents"), and is entitled to all of the security and benefits provided for in such agreements. 10. The Lender may extend the times of payment of interest and/or principal of or any penalty, charge or premium due on this Note, except the date of the final maturity date, with the consent of the Issuer but without any requirement of notice to or the consent of any other party liable herein and without releasing any such party. 11. In each calendar year, this Note may be prepaid, in part, without premium or penalty in an amount not to exceed 5% of the outstanding principal balance as of the beginning of such calendar year. This Note may be prepaid in whole on the 5 Year Adjustment Date or the 10 Year Adjustment Date if the Borrower gives written notice to the Lender 30 days prior to the 5 Year Adjustment Date or 10 Year Adjustment Date, as applicable, without premium or penalty. This Note may be prepaid in whole or in part on any installment date by payment of a prepayment penalty equal to 1% times the number of full years prior to the next succeeding 5 Year Adjustment Date if the Note bears interest at the rate under 3(ii)(a) or the prepayment penalty shall be equal to 1% times the number of full years prior to the 10 Year Adjustment Date if the Note bears interest at the rate under 3(ii)(b). This Note is also subject to mandatory prepayment, without premium or penalty, as provided in Section 3.8 of the Loan Agreement. All prepayments shall be applied first to accrued interest and then to principal. All prepayments applied to principal shall be applied to installments of principal in the inverse order of their maturity. 12. All of the agreements, conditions, covenants, provisions and stipulations contained in the Resolution, the Security Documents and the Loan Agreement are hereby made a part of this Note to the same extent and with the same force and effect as if they were fully set forth herein. 13. THE NOTE, INTEREST THEREON, AND ANY PENALTY, CHARGE, OR PREMIUM OR ANY AMOUNTS PAYABLE THEREUNDER, OR HOWEVER DESIGNATED (as used in this Paragraph 13, the "Note") IS A SPECIAL LIMITED OBLIGATION OF THE ISSUER PAYABLE SOLELY FROM THE REVENUES AND PROCEEDS PLEDGED THERETO. THE NOTE AND THE INTEREST THEREON DO NOT CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY, GENERAL OR MORAL OBLIGATION OR A PLEDGE OF THE FULL FAITH AND CREDIT OR TAXING POWER OF THE ISSUER, THE STATE OF MINNESOTA, OR ANY POLITICAL SUBDIVISION OF THE STATE OF MINNESOTA WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY LIMITATIONS -3- AND ARE NOT PAYABLE FROM OR A CHARGE UPON ANY FUNDS OF THE ISSUER OTHER THAN THE REVENUES AND PROCEEDS PLEDGED BY THE ISSUER TO THE PAYMENT THEREOF AND DO NOT GIVE RISE TO A PECUNIARY LIABILITY OF THE ISSUER NOR OF ANY OF ITS OFFICERS, AGENTS OR EMPLOYEES AND NO HOLDER OF THE NOTE SHALL EVER HAVE THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE ISSUER OR THE STATE OR ANY OF ITS POLITICAL SUBDIVISIONS TO PAY THE NOTE OR TO ENFORCE PAYMENT THEREOF AGAINST ANY PROPERTY OF THE ISSUER. THE NOTE DOES NOT CONSTITUTE A CHARGE, LIEN OR ENCUMBRANCE, LEGAL OR EQUITABLE UPON ANY PROPERTY OF THE ISSUER AND THE AGREEMENT OF THE ISSUER TO PERFORM OR CAUSE THE PERFORMANCE OF THE COVENANTS AND OTHER PROVISIONS HEREIN REFERRED TO SHALL BE SUBJECT AT ALL TIMES TO THE AVAILABILITY OF REVENUES OR OTHER FUNDS FURNISHED FOR SUCH PURPOSE IN ACCORDANCE WITH THE LOAN AGREEMENT, SUFFICIENT TO PAY ALL COSTS OF SUCH PERFORMANCE OR THE ENFORCEMENT THEREOF. NEITHER THE STATE OF MINNESOTA NOR ANY POLITICAL SUBDIVISION OF THE STATE OF MINNESOTA NOR THE ISSUER SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF THE NOTE, THE INTEREST THEREON OR OTHER COSTS INCIDENT THERETO EXCEPT FROM REVENUES PLEDGED THEREFOR UNDER THE LOAN AGREEMENT AND ASSIGNMENT OF LOAN AGREEMENT, AS MORE FULLY SET FORTH THEREIN. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING POWER, IF ANY, OF THE ISSUER, THE STATE OF MINNESOTA, NOR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF THE NOTE OR THE INTEREST THEREON OR OTHER COSTS INCIDENT THERETO. THE NOTE IS NOT A DEBT OF THE UNITED STATES OF AMERICA, HUD, FHA, GNMA OR ANY OTHER AGENCY THEREOF AND IS NOT GUARANTEED BY THE FULL FAITH AND CREDIT OF THE UNITED STATES OF AMERICA. THE NOTE IS NEITHER A MORAL NOR AN ANNUAL APPROPRIATION OBLIGATION OF THE ISSUER, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF. THE PROVISIONS OF THIS PARAGRAPH SHALL, FOR PURPOSES OF THE NOTE, BE CONTROLLING AND SHALL BE GIVEN FULL FORCE AND EFFECT, ANYTHING ELSE TO THE CONTRARY IN THE NOTE NOTWITHSTANDING. 14. It is agreed that time is of the essence of this Note. If any installment of principal or interest on this Note is not paid within fifteen (15) days of the due date thereof, the Lender shall be entitled to receive a late charge equal to five percent (5%) of the amount of such installment. 15. The remedies of the Lender, as provided herein, by law and in the Security Documents and the Loan Agreement, are not exclusive and shall be cumulative and concurrent and may be pursued singly, successively or together, at the sole discretion of the Lender, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof. 16. The Lender shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the holder and then only to the extent specifically set forth in the writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. -4- 17. This Note has been issued without registration under state or federal securities laws, pursuant to an applicable exemption for such issuance. Accordingly, this Note may not be assigned or transferred, in whole or in part, nor may a participation interest in this Note be sold pursuant to any participation agreement, except pursuant to and in accordance with applicable registration requirements under such laws or an applicable exemption from such registration requirements. 18. All capitalized terms used herein not otherwise defined herein shall have the respective meaning assigned to such term in the Loan Agreement, including, without limitation, the following terms: Resolution; Mortgage; Assignment of Leases and Rents; Loan; Project; Determination of Taxability; and Date of Taxability. 19. As provided in the Resolution and subject to certain limitations set forth therein, this Note is transferable upon the books of the Issuer at the office of the Executive Director of the Issuer by the Lender in person or by its agent duly authorized in writing, at the Lender's expense, upon surrender hereof together with a written instrument of transfer satisfactory to the Executive Director of the Issuer duly executed by the Lender or its duly authorized agent. Upon such transfer the Executive Director of the Issuer will note the date of registration and the name and address of the new registered holder in the registration blank appearing below. The Issuer may deem and treat the person in whose name this Note is last registered upon the books of the Issuer with such registration noted on this Note, as the absolute owner hereof, whether or not overdue, for the purpose of receiving payment of or on account of the principal balance hereof or interest herein and for all other purposes, and all such payments so made to the Lender or upon its order shall be valid and effectual to satisfy and discharge the liability of the Issuer hereunder to the extent of the sum or sums so paid, and the Issuer shall not be affected by any notice to the contrary. 20. The Issuer hereby waives presentment, demand, protest and notices of protest and dishonor. -5- IT IS HEREBY CERTIFIED AND RECITED that all conditions, acts and things required to exist, happen and be performed precedent to or in the issuance of this Note do exist, have happened and have been performed in regular and due form as required by law. IN WITNESS WHEREOF, the Issuer has caused this Note to be duly executed in its name by the manual signatures of the Chair and the Executive Director, has caused the Executive Director to affix the seal of the Issuer hereto, and has caused this Note to be dated as of the first day of July, 2003 HOUSING AND REDEVELOPMENT AUTHORITY in and for the CITY OF EDEN PRAIRIE, MINNESOTA Nancy Tyra-Lukens, Chair Scott H. Neal, Executive Director PROVISIONS AS TO REGISTRATION The ownership of the principal balance of this Note and the interest accruing thereon is registered on the books of the Housing and Redevelopment Authority in and for the City of Eden Prairie, Minnesota, in the name of the holder last noted below. Date of Registration Name and Address of Registered Holder Executive Director , 2003 Bremer Bank,National Association 360 Cedar Street St. Paul, Minnesota 55101 CITY OF EDEN PRAIRIE HENNEPIN COUNTY, MINNESOTA RESOLUTION NO. 2003-116 RESOLUTION APPROVING THE ISSUANCE OF A COMMERCIAL DEVELOPMENT REVENUE NOTE UNDER THE MINNESOTA MUNICIPAL INDUSTRIAL DEVELOPMENT ACT BY THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF EDEN PRAIRIE, MINNESOTA BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota(the "City"), as follows: Section 1. Recitals. A public hearing was held on July 15, 2003 on the proposal that the Housing and Redevelopment Authority in and for the City of Eden Prairie,Minnesota(the "Authority") issue its revenue note (the"Note") to finance a portion or all of the cost of a proposed project (the "Project") on behalf of Memorial Blood Centers, a Minnesota nonprofit corporation(the "Corporation"), consisting of(i) the acquisition of a 26,722 gross square foot office building (the"Facilities") and 92,780 square feet of associated land from Braun Intertec and (ii) conversion of the Facilities from an office building and engineering laboratory to a central operating facility for the Corporation. All parties who appeared at the hearing were given an opportunity to express their views with respect to such proposal and interested persons were given the opportunity to submit written comments to the Executive Director of the Commissioners of the Authority before the date of the hearing. Section 2. Authorization and Approval. Solely for purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended, the City Council hereby approves the issuance of the Note by the Authority to finance the Project. Notwithstanding the foregoing, however, the adoption of this resolution shall not be deemed to establish any obligation on the part of the City or this Council to cause the issuance of the Note. The Note, if issued, shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City. Adopted by the Eden Prairie City Council on July 15, 2003. Ron Case, Acting Mayor Attest: zrama-� �& Kathleen Porta, City Clerk