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HRA RES 1983-12 - 00013964� � � RESOLUTION N0. HRA 12-83 :AE GP.N.^.ic7�;� RuSEF`JE RSSOLUTIOIv: A RESOLUTION ESTABLISHING A GENERAL RESERVE RESPBCTING SECURITY FOR CERTAIN BONDS OF THE FRIDLEY AOUSING AND REDEVELOPMENT AUTHORITY BE IT RESoLVED by the Board of Commissioners (the "Board") of the Housing and Redevelopment Authority in and for the City of Fridley, Anoka County, Minnesota (the "Authority"), as follows: Section 1. Purposes and Definitions. The Authority expects to issue and se11 obligations (the "BOnds") from time to time pursuant to and in accordance with Minnesota Statutes, Chapter 474, 462, 462C, or any other authority, or all of them as they may be from time to time amended (col- lectively. the "Act"), tc finance the constxnction, recon- struction, acquisition, improvement, betterment and exten- sion of facilities authorized under the Act, oi to the ex- tent permitted by the Act, to refinance or refund obliga- tions incurred for such purposes. The general purposes of this Resolution are (a) to create the General Reserve as a separate fund of the Authority, (b) to create the General Account as a Special Account within the General Reserve, (c) to authorize the creation of additional Special Accounts therein, (d) to provide the terms and conditions (unless amended as herein set forth) undex which the Authority may pledge to the Bonds of a series, ratably and on a parity with Bonds of other series then outstanding or thereafter issued, the funds and investments in one or more such Spe- cial Accounts, and (e) to provide certain covenants with the holdexs of such Bonds. Obligations of the Au:hotity issued undez the Act and secured by one or more Special Accounts in the General Reserve, as provided in this Resolution, are herein called "Secured Bonds" and those issued undex the Act but not so secured are called "Other Bonds." Section 2. General Reserve and General Account. The Authority hereby dekermines and, so long as any of the Secured Bonds are outstanding under the provisions of any resolution, indenture or other instrument authorizing the issuance of and pxoviding the security thezefor ("Outstand- ing"), covenants and agrees with the holders of any Secured Bonds and any trustee under any such resolution, indenture or other instrument, as follows: (a) Establishment of General Reserve and General Account and Authorization of Speczal Accounts. Tnere is hereby created and established a special and separate fund of the Authority to be known as the "General Re- � serve" which sha11 be comprised of one or more separate and special accounts (each, a"Special Accoun*_"} estab- ii5heu therein from time to time in accordance here- with. There is hereby created and established in the General Reserve a Special Account to be known as the "General Account." One or more additional Special Accounts may be created and established from time to time as Special Accounts by resolution of the Board supplemental to this Resolution ("Supplemental General Reserve Resolution"), and deposits in, withdrawals from and the investment of funds in such additional Special Accounts shall be determined in the applicable Supple- mental General Reserve Resolution. The General Reserve sha11 te maintained in a bank or banks qualified to act as a depository of municipal funds, qualified to act as a corporate trustee under the laws of the United States or State of Minnesota, and having an office or place of business in the State of Minnesota (herein sometimes called the "Bank"). The Authority may enter into such agreements with the Bank with respect to the investment and safekeeping of the funds and investments in the General Reserve or any Special Account therein as the Authority shall deem appropriate. � (b) Genetal Account Deposits. There sha11 be deposited in the General Accaunt funds which are avail- able for such purpose and which are permitted by law and authorized by reso�ution of the Board to be so depos- ited. Dep�sits into each Special Account shall be determined by the Supplemental General Reserve Reso- lution creating and establishing that Special Account and by authorized amendments to such Resolution. � (c) General Account Investments. Moneys in the General Account may be held in �nvestments which the Authority is authorized to make, in the manner and sub- 7ect to the conditions as may from time to time be pro- vided by law with respect thereto. The investment of funds, when so required, shall be limited as to amount and yield of investment sach that no Bond shall be deemed an "arbitrage bond" under Section 103(c) of the Internal Revenue Code of 1954, as amended, and regula- tions thereunder (hereinafter, the "Code"). (d) General Account Disbursements. Disbursements shall be made from moneys on deposit in the General Account for the purposes of and in accordance with the requirements of a Supplemental General Reserve Resolu- tion with respect thereto. - 2 - � � � (e) Accounting and Other Binding Determinations by the Authority. The Board sha11 determine a11 questions of (i) the availability and application of funds of the Ger�eral Account, (ii) the availability and sufficiency of the funds for the payment of principal and interest due on Outstanding Secured Bonds, (iiz) the investment and reinvestment of moneys held in any Special Account in the General Reserve, (iv) the collectibility and procedures to enforce the collection of advances made from any Special Account in the General Reserve, (v) whether particular funds received by the Authority are required to be deposited in the General Reserve, (vi) the amount of charges for advances from any Special Account in the General Reserve, (vii) the terms of any revenue a9reement under any of the programs of the Authority, (viii) all other accounting questions and qaestzons of interpretation and application of the re- quirements of the Act, this Resolution and any Supple- mental General Reserve Resolution, which determinations shall be binding upon each trustee and holder of any Secured Bonds or coupons appurtenant thereto unless made unreasonably or in bad faith or as a result of a mistake of fact, error of 1aw or mathematical error. The Authority shall cause an annual audit to be made of the Genetal Reserve and transactions with respect thereto. The Authority shall have the right in its sole discre- tion, if necessary or appropriate to assure compliance with Section 103(c) of the Code to (Aj make allocations of investments to particular accounts and to limit the yield on the investments allocated to any particular account and (B) require that any contracting party to a revenue agreement with the Authority limit the amount or yield of investment af funds in any debt service re- serve, any repair or replacement reserve or other re- serve or account relating to any series of Secured Bonds. No Commissioner, officer, agent or counsel of the Authozity shall be personally liable to the Author- ity or to any contracting party to a revenue agreement, trustee or holder of any Bonds or coupons by reason of any determination, recommendation or opinion made in good faith relating to the operation of the General Reserve or any accounts therein. Section 3. Conditions Precedent to Issuance of Secured Bonds. Bonds of the Authotity sha11 not be deemed Secured Bonds and shall not be secured by a pledge of a Special Account in the General Reserve unless: (a) The Authority sha11 have specifically pledged as security for the Bonds of that series, under the provisions of the resolution, indenture or other instru- ment authorizing the issuance of and providing the - 3 - � ■. _I � security therefot, a Special Account in the General Re- serve; and (b) The Authority shall have determined by the resolution or other instrument authorizing the issuance of and providing the security for the Bonds of that series that the requirements of this Resolution in re- spect of Secured Bonds have been met, which determina- tion shall be bznding on each contracting party and trustee in respect of any holder of the Secured Bonds then Outstanding or thereafter issued, as provided in Section 2(e) hereof. Section 4. Amendments and Consents. {a) The Authority reserves the right to amend this Resolution: (i) at any time, in any respect, if no Secured Bonds are Outstanding or if the holders of all Outstanding Secured Bonds consent thereto, (zi) at any time if the holders of at least fifty-one percent (51�) of the principal amount of the Secured Bonds of each series Outstanding and affected by such amendment con- sent thereto in any respect except to create a lien or pledge of a Sp2cial Account in the General Reserve or any funds or investments therein ranking prior to any lien of any Outstanding Secured Bonds secured by such Special Account or to give a preference or priority to any Secured Bond or Bonds Outstanding with respect to the Special Account, and (iii) at any time without the consent of any holders of Secured Bonds, to cure any ambiguity or formal defect in this Resolution or amend- ment hereof, to provide for a different allocation of the powers granted herein to the Authority, to prevent Secured Bonds ftom becoming arbitrage bonds within the meaning of Section 103(c) of the Code or to grant any additional zights, remedies, powers, authority or secu- rity to the holders of the Secured Bonds of any series or any trustee or trustees for the benefit of the hold- ers of the Secured Boncis of any series. (b) Consents of holders of Outstanding Secured Bonds of any series may be evidenced by a consent or consents in writing of the holder or holders or adopted at a meeting of bondholders in the same manner as may be provided in the resolution, indenture or other instru- ment authorzzing the issuance of and providing the secu- rity for the Secured Bonds of such series for execution of instruments by bondholders or the holding of bond- holders' meetings or, if not so provided, then in such manner as shall be deemed appropriate by the Authority, whose determination of the validity and sufficiency of any such consents shall be binding as provrded in Sec- - 4 - tion 2(e) hereof. Holders of Secured Bonds issued � during the period in which approval of an amendment to this Resolution is being sought sha11 be deemed to have _ consented thereto. � � �JI Section 5. Issuance of Other Bonds. The Authority re- serves the right and power in its discretion to issue from time to time Other Bonds not secured by the General Reserve or any Special Account therein or the covenants and prov�- sions of this Resolution. Other Bonds and interest thereon sha11 be payable and sha11 be paid exclusively from such sources (other than the General Reserve or any Special Accounts) as shall be provided in the resolution or other instrument authotizing the issuance of and providing the security for such Other Bonds. Section 6. Limited Recourse. Notwithstanding any othez provision of this Resolution, the obligations of the Author- ity in connection with this Resolution are limited to amounts received by the Authority for deposit in the appro- priate account in the General Reserve, and the Authority shall have no obligation to levy taxes for or make any advance or payment or incur any expense or liability from its general funds in performing any of the conditions, cove- nants or requirements of the Secured Bonds, this Resolution or from any funds other than moneys in the funds and accounts provided for herein. PASSED AND ADOPTED BY THE HOUSING AND REDE�ELOPMENT AUTHORITY OF THE CITY OF FRIDLEY THIS 215T DAY OF JULY, 1983. r-�� L �j /l 1, J ,/ / -�' , ��� ,� , t-e:YNG,,,,�4 � LAWRENCE R� COMMERS, CHAIRMAN ATTEST � J ROLD L. BDARDMAN XECUTIVE DIRECTOR - 5 -