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07-16 HRA Resolution No. 1301 HRA RESOLUTION NO. 1301 RESOLUTION APPROVING AMENDED AND RESTATED CONTRACT FOR PRIVATE DEVELOPMENT WITH LYNDALE GARDENS, LLC AND AUTHORIZING THE ISSUANCE OF THE AUTHORITY’S TAX INCREMENT LIMITED REVENUE NOTES WHEREAS , on November 21, 2011, the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (the “Authority”) and Lyndale Gardens, LLC, a Minnesota limited liability company (the “Master Developer”) entered into a Contract for Private Development, relating to the development of certain land located within the Richfield Redevelopment Project (the “Project”) and in the City of Richfield, Minnesota (the “City”); and WHEREAS , the Authority has established the Lyndale Gardens Tax Increment Financing District (the “TIF District”) within the Project pursuant to Minnesota Statutes, Sections 469.174 through 469.1794, as amended, in order to facilitate redevelopment of certain property in the Project; and WHEREAS , there has been presented before this Board of Commissioners of the Authority an Amended and Restated Contract for Private Development (the “Development Contract”) proposed to be entered into between the Authority and the Master Developer, pursuant to which the Master Developer will construct, or cause to be constructed, 30 for-sale condominiums, 8 rental townhomes, a 66-unit multifamily apartment building, including 7 affordable residential units, and approximately 6,000 square feet of retail (the “Project”) upon certain property located within the Project (the “Development Property”), and the Authority will reimburse the Master Developer (and any secondary developer chosen by the Master Developer (the “Secondary Developer”)) for a portion of certain site improvements and site preparation costs related thereto with tax increment generated from the Development Property; and WHEREAS , pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public redevelopment costs of the Project, and such bonds shall payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds; and WHEREAS , pursuant to the Development Contract, the Authority has proposed to issue a Tax Increment Limited Revenue Note to the Master Developer (the “Master Developer TIF Note”) and a Tax Increment Limited Revenue Note to the Secondary Developer (the “Secondary Developer TIF Note,” and together with the Master Developer TIF Note, the “TIF Notes”), which may be issued in the maximum aggregate principal amount of $4,233,477 to reimburse the Master Developer and the Secondary Developer for a portion of certain site improvements and site preparation costs related to the Project (the “Public Redevelopment Costs”). NOW, THEREFORE, BE IT RESOLVED , by the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota as follows: 1. The Development Contract. The Development Contract is hereby in all respects authorized, approved, and confirmed, and the Chair and the Executive Director are hereby authorized and directed to execute the Development Contract for and on behalf of the Authority in substantially the form now on file with the Community Development Director but with such modifications as shall be deemed necessary, desirable, or appropriate, the execution thereof to constitute conclusive evidence of their approval of any and all modifications therein. 527282v2 JAE RC125-360 Section 2. The TIF Notes. 2.01. The Authority hereby approves and authorizes the Chair and Executive Director to execute the TIF Notes. The Authority hereby delegates to the Executive Director the determination of the date on which the TIF Notes are to be delivered, in accordance with Sections 3.3 and 3.4 of the Development Contract. The Master Developer TIF Note shall be sold to the Master Developer with such terms provided in the Development Contract. The Secondary Developer TIF Note shall be sold to the Secondary Developer with such terms provided in the Development Contract. The Authority shall receive in exchange for the sale of the TIF Notes the agreement of the Master Developer to pay or cause to be paid the Public Redevelopment Costs. 2.02. The Master Developer TIF Note shall be in substantially the form set forth in Exhibit B attached to the Development Contract, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue. The Secondary Developer TIF Note shall be in substantially the form set forth in Exhibit C attached to the Development Contract, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue 2.03. The TIF Notes shall each be issued as a single typewritten note numbered R-1 and R-2. The TIF Notes shall be issuable only in fully registered form. Principal of the TIF Notes shall be payable by check or draft issued by the registrar described herein. Principal of the TIF Notes shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date (as defined in the Development Contract), whether or not such day is a business day. 2.04. The Authority hereby appoints the Executive Director of the Authority to perform the functions of registrar, transfer agent and paying agent (the “Registrar”) for the TIF Notes. The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the TIF Notes and the registration of transfers and exchanges of the TIF Notes. (b) Upon surrender for transfer of the TIF Notes duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new TIF Note or Notes of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, the TIF Notes shall not be transferred to any person other than an affiliate, or other related entity, of the Master Developer or the Secondary Developer unless the Authority has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Master Developer or the Secondary Developer, as applicable, or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. (c) Any TIF Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. 2 HRA Resolution No. 1301 (d) If a TIF Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such TIF Note or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) The Authority and the Registrar may treat the person in whose name each TIF Note is at any time registered in the bond register as the absolute owner of such TIF Note, whether the TIF Notes shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of such TIF Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner’s order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such TIF Note to the extent of the sum or sums so paid. (f) For every transfer or exchange of a TIF Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) In case any TIF Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new TIF Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated TIF Note or in lieu of and in substitution for such TIF Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case a TIF Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such TIF Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. A TIF Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed TIF Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new TIF Note prior to payment. 2.05. The TIF Notes shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its Chair and Executive Director. In case any officer whose signature shall appear on the TIF Notes shall cease to be such officer before the delivery of the TIF Notes, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the TIF Notes have been so executed, they shall be delivered by the Executive Director to the Master Developer and the Secondary Developer in accordance with the Development Contract. Section 3. Security Provisions of the TIF Notes. 3.01. The Authority hereby pledges to the payment of the principal of the TIF Notes all Available Tax Increment (as defined in the Development Contract and as further described in the respective TIF Note). Available Tax Increment shall be applied to payment of the principal of the TIF Notes in accordance with the terms of Development Contract and the form of TIF Notes. 3.02. Until the date the TIF Notes are no longer outstanding and no principal thereof (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special “Bond Fund” for each TIF Note to be used for no purpose other than the payment of the principal of each TIF Note. The Authority irrevocably agrees to appropriate to each Bond Fund in each year Available Tax Increment, subject to the terms of the 3 HRA Resolution No. 1301 Development Contract. Any Available Tax Increment remaining in either Bond Fund shall be transferred to the Authority's account for the TIF District upon the payment of all principal to be paid with respect to the TIF Notes. Section 4. Miscellaneous. 4.01. The Chair and the Executive Director are hereby authorized to execute and deliver to the Master Developer and any Secondary Developer any and all documents deemed necessary to carry out the intentions of this resolution and the Development Contract. 4.02. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Redeveloper certified copies of all proceedings and records of the Authority, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the TIF Notes as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. 4.03. This resolution shall be effective upon full execution of the Development Contract. Adopted by the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota this 16th day of July, 2018. Mary Pp Su I , Ch-air ATTEST: Erin Vrieze Daniels, =- -tary 4 HRA Resolution No. 1301