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04-928r 102 HRA RESOLUTION NO. 928 RESOLUTION CONSENTING TO THE TRANSFER AND ASSIGNMENT OF LIMITED REVENUE TAX INCREMENT NOTE. WHEREAS, the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (the "HRA") and Gramercy Corporation ("Gramercy") did on January 21,2003 enter into an agreement entitled Second Amended and Restated contract for Private Redevelopment (the "Contract"), and WHEREAS, pursuant to the terms of the Contract the HRA is to issue to Gramercy a Taxable Limited Revenue Tax Increment Note (the "Note"), and WHEREAS, pursuant to the terms of the Note, the consent of the HRA is required for any transfer or assignment of the Note to a third party, and WHEREAS, Gramercy has informed the HRA of its desire to transfer and assign the Note to a third party, and has asked the HRA to consent to such transfer and assignment. NOW, THEREFORE, BE IT RESOLVED, by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, that the HRA hereby consents to the proposed assignment and transfer subject to the following conditions precedent: 1. Gramercy and the underwriter to the assignment and transfer as an inducement to this consent provide the HRA with an instrument in a form reviewed and approved by HRA legal counsel certifying that: (i). Gramercy and underwriter acknowledge that they have relied exclusively upon their own analysis of the potential Tax Increment and/or Available Tax Increment to be generated by the Redevelopment Property and that neither the HRA nor its officers, agents or employees has made any representation or covenant, express or implied, as to the amount of Tax Increment, and/or Available Tax Increment that will be generated by the Redevelopment Property; or that such will be sufficient to make payments under the Note. The Redeveloper and underwriter further acknowledge that payments under the Note are the sole source of payments from the HRA to the Redeveloper described in the Contract. The Redeveloper and underwriter further acknowledge that the amount of Tax Increment and/or Available Tax Increment may be affected by a variety of factors, including without limitation legislative reductions in property class rates that could reduce the Captured Tax Capacity of the Redevelopment Property, thus reducing the Tax Increment collected by the Authority and the Available Tax Increment pledged to payments on the Note. (ii). Gramercy and Underwriter acknowledge that they did not rely on any proposed projections of tax increment payment stream which accompanied the Note, or which was provided in responses to requests by Gramercy. Gramercy and underwriter acknowledge that such payment streams were generated based on Gramercy's projections, and the validity or accuracy of such projections was never confirmed or represented by the HRA, its officers, agents or employees. (iii). Notwithstanding any agreement between Gramercy and underwriter, it is understood that the obligation of the HRA is limited to the terms of the Note and the Contract, including, without limitation the use of Available Tax Increment only, as defined in the Note, to make payments due under the Note. (iv). Gramercy and the underwriter indemnify and agree to defend and hold harmless the HRA and its officers, agents and employees from any claim or cause of action occasioned by or arising out of the assignment and transfer of the Note, including, without limitation any claim based on failure to make scheduled payments thereon. 2. The underwriter provides the HRA with an investment letter in substantially the form of the attached Exhibit A. 3. Gramercy has reimbursed the HRA for its costs and expenses incurred in connection with the review of the request. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 16th day of August, 2004. ATTEST: K111;tttP !J/;()/{$J Kristal Stokes, Secretary Exhibit A to Resolution. INVESTMENT LETTER To: The Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (HRA) Attention: Executive Director. Re: $ Tax Increment Revenue Note, Series 200_ The undersigned, as transferor and assignee of the above captioned Note (Note) upon the consent of the HRA pursuant to a resolution of the HRA adopted on August 10, 2004 (Resolution), hereby represents to you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota, Bond Counsel, as follows: 1. We understand and acknowledge that the Note is being transferred and assigned pursuant to the Resolution and the Second Amended and Restated Contract for Private Development by and between, the HRA and Gramercy Incorporated, dated (Contract). 2. The Note is payable as to principal and interest solely from Available Tax Increment pledged to the Note as defined therein. 3. We have sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits of the investment represented by the transfer and assignment of the Note. 4. We acknowledge that no offering statement, prospectus, offering circular or other comprehensive offering statement containing material information with respect to the HRA and the Note has been issued or prepared by the HRA, and that, in due diligence, we have made our own inquiry and analysis with respect to the HRA, the Note and the security therefor, and other material factors affecting the security and payment of the Note. 5. We acknowledge that we have either been supplied with or have access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and we have had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the HRA, the Note and the security therefor, and that as a reasonable investor we have been able to make our decision to purchase the above stated principal amount of the Note. 6. We have been informed that the Note (i) is not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, or under federal securities laws or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no rating from any rating service. 7. We represent to you that we are purchasing the Note for our own accounts and not for resale or other distribution thereof, except to the extent otherwise provided in the Note or the Resolution. 8. All capitalized terms used herein have the meaning provided in the Contract unless the context clearly requires otherwise. TRANSFEREE By Its Dated: ,2004.