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RESOLUTION APPROVING THE ISSUANCE OF A 501(C)(3) FACILITIES REVENUE NOTE (ONE ROOF PROJECT), SERIES 2026, AND RELATED DOCUMENTS AND ACTIONS THEREFOR
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BE IT RESOLVED, by the Board of Commissioners of the Duluth Economic Development Authority, as follows:
Section 1. Definitions. The terms used in this Resolution (1) have the meanings assigned below or, (2) if not defined herein, the meanings assigned to them in the Loan Agreement, unless the context, use, or the rules of grammar indicate another or differing meaning or intent:
a. Acts: the Municipal Industrial Development Act.
b. Assignment Agreement: the Assignment Agreement to be entered into between the Issuer, the Borrower, and the Lender.
c. Authorized Officers: the President and Secretary of DEDA, or the deputy or acting designee of either of them, or any other person authorized under Section 8 of this Resolution entitled “Absent or Disabled Officers”.
d. Board: the Board of Commissioners of DEDA, DEDA’s governing body.
e. Bond Counsel: the law firm of Fryberger, Buchanan, Smith & Frederick, P.A.
f. Borrower: One Roof HQ LLC, a Minnesota limited liability company, of which One Roof is the sole member of.
g. Borrower Documents: the Loan Agreement, the Assignment Agreement, and any other document or agreement executed by the Borrower related to the Loan or the Obligations.
h. City: the City of Duluth, Minnesota.
i. Code: the Internal Revenue Code of 1986, as amended.
j. Compliance Policy: the Issuer’s Pre- and Post-Issuance Compliance Policy and Procedures, previously adopted by the Governing Body.
k. DEDA: the Duluth Economic Development Authority.
l. DEED: the Minnesota Department of Employment and Economic Development.
m. DEED Application: DEED’s Application for Approval of Local Bond Financing - Pursuant to Minnesota Statutes, Sections 469.152 through 469.1655.
n. Documents: the Borrower Documents and the Issuer Documents and any other documents required for the issuance of the Obligations.
o. Executive Director: the Executive Director of DEDA.
p. Financing Purposes: financing, funding, or paying for, as applicable, (i) the Project, (ii) required reserves, if necessary, (iii) capitalized interest, if necessary, and (iv) costs associated with issuing the Obligations.
q. Governing Body: the Board.
r. Issuer: DEDA.
s. Issuer Documents: the Assignment Agreement, the Compliance Policy, the DEED Application, and the Loan Agreement.
t. Lender: North Shore Bank, in Duluth, Minnesota.
u. Loan: the loan of the proceeds of the Obligations by the Issuer to the Borrower pursuant to the Loan Agreement.
v. Loan Agreement: the Loan Agreement to be entered into between the Issuer and the Borrower and acknowledged by the Lender.
w. Municipal Industrial Development Act: Minnesota Statutes, Sections 469.152 through 469.1655, as amended.
x. Obligations: the Issuer’s not-to-exceed $1,500,000 501(c)(3) Facilities Revenue Note (One Roof Project), Series 2026.
y. One Roof: One Roof Community Housing, a Minnesota nonprofit corporation and an organization described in Section 501(c)(3) of the Code.
z. Project: the acquisition of, and improvements to, the real property located at 1819 West Superior Street, in the City.
aa. Qualified Services and Activities: the provision of affordable housing development, services, and solutions, and related activities and services, with revenue-producing facilities, and as are undertaken by organizations described in Section 501(c)(3) of the Code.
bb. Registered Owner: the Lender, as the initial owner of the Obligations and its successors and assigns.
cc. Registrar: bond registrar and transfer agent for the Obligations.
dd. Resolution: this resolution.
ee. State: the State of Minnesota.
ff. Tax Certificate: the certificate of the Borrower, in customary form approved by Bond Counsel, setting forth the expectations of the Borrower with respect to compliance with the conditions of the Code required for interest on the Obligations to be excludable from the gross income of the Registered Owners of the Obligations for federal income tax purposes.
gg. Tax Endorsement: the Endorsement to Arbitrage and Tax Certificate by the Issuer and attached to the Tax Certificate.
Section 2. Summary of the Documents. Bond Counsel has provided the following information relating to the Documents:
a. The Obligations will be issued by the Issuer and purchased by the Lender.
b. In the Loan Agreement, the Issuer will agree to loan the proceeds of the Obligations to the Borrower for the Financing Purposes, and the Borrower agrees to repay the Loan in the amounts and at the times required to pay the principal of, premium, if any, and interest on the Obligations in full when due.
c. In the Assignment Agreement, the Issuer will agree to pledge and grant a security interest in all of its right, title, and interest in and to the Loan Agreement (except for certain rights of the Issuer to payment, indemnification, and enforcement) to the Lender.
d. The DEED Application is required by the Municipal Industrial Development Act to be submitted by the Issuer to DEED and to be approved by DEED as a condition precedent to the lawful issuance of the Obligations.
Section 3. Recitals Regarding Proceedings. The Governing Body makes the following recitals of fact:
a. The Governing Body scheduled a public hearing on issuing the Obligations and the proposal to finance the Project, in an amount not to exceed $1,500,000.
b. A notice of public hearing was published in the Duluth News Tribune, the Issuer’s official newspaper, and a newspaper of general circulation in the City, with respect to (i) the required public hearing to be held by the Board under Section 147(f) of the Code; (ii) the required public hearing under Section 469.154, subdivision 4 of the Acts; and (iii) the approval of the issuance of the Obligations for the Financing Purposes. The notice was published at least 10 days prior to the date of the public hearing.
c. On the same date hereof, the Governing Body of the Issuer held a public hearing on issuing the Obligations for the Financing Purposes, at which a reasonable opportunity was provided for interested individuals to express their views, both orally and in writing, with respect to the proposed issuance of the Obligations and the financing of the Project.
d. Drafts of the Documents have been submitted to the Issuer and are on file in its administrative offices.
Section 4. Recitals Regarding One Roof, the Borrower, and the Financing Purposes. The Governing Body makes the following recitals of fact:
a. Bond Counsel has informed the Issuer that:
i. The Acts are the legal authority for the issuance of the Obligations. Specifically, the Municipal Industrial Development Act authorizes a municipality to issue revenue obligations to finance a project consisting of any properties, real or personal, used or useful in connection with a revenue producing enterprise.
ii. The Financing Purposes qualify for financing under the Acts.
iii. Under the Acts, the Issuer is authorized and empowered to issue revenue obligations for the Financing Purposes.
b. The Issuer has been advised by representatives of One Roof that: (i) it is a Minnesota nonprofit corporation and organization described in Section 501(c)(3) of the Code, and is exempt from federal income taxation under Section 501(a) of the Code; (ii) it is, and the Borrower will be, engaged in Qualified Services and Activities, which the Project will support; (iii) conventional financing for the Project is available only on a limited basis and at such high costs of borrowing that the economic feasibility of its operations would be significantly reduced; (iv) on the basis of information submitted to One Roof and their discussions with representatives of the Lender, the Obligations could be issued and sold upon favorable rates and terms for the Financing Purposes; (v) the Project would not be undertaken but for the availability of financing under the Acts; and (vi) no public official of the Issuer or the City has either a direct or indirect financial interest in the Project, nor will any public official either directly or indirectly benefit financially from the Project.
c. The Borrower, or in the event the Borrower ceases to exist, One Roof, will be required to pay any and all costs incurred by the Issuer and the City in connection with the issuance of the Obligations, whether or not the issuance is carried out to completion. It is understood and agreed that the Borrower, or in the event the Borrower ceases to exist, One Roof, shall indemnify the Issuer and the City against all liabilities, losses, damages, costs and expenses (including attorney’s fees and expenses incurred by the Issuer and the City) arising with respect to the Project, as further provided in the Loan Agreement.
d. The Governing Body has relied without independent investigation on written representations and opinions of One Roof, its consultants, and Bond Counsel that the Project qualifies as a “project” defined in Sections 469.153, subdivision 2(b) of the Acts.
Section 5. Findings. The Governing Body finds, determines and declares as follows:
a. The welfare of the state requires, among other things, the active promotion, attraction, encouragement, and development of economically sound industry and commerce through governmental action for the purpose of preventing the emergence of blighted and marginal lands and areas of chronic unemployment; the welfare of the State is enhanced by the provision of the Qualified Services and Activities; and reducing the cost of borrowing for the Project will help facilitate the availability of the Qualified Services and Activities to residents of the State at a reasonable cost.
b. On the basis of information made available to the Issuer by One Roof it appears, and the Issuer finds, that: (i) the Project constitutes properties, used or useful in connection with a revenue producing enterprise; (ii) the Project furthers the purposes stated above and in the Acts; (iii) the Project would not have been undertaken but for the availability of financing under the Acts and the willingness of the Issuer to furnish financing; and (iv) the Project will: (A) encourage the development of economically sound industry and commerce, (B) assist in the prevention of the emergence of blighted and marginal land, (C) help prevent chronic unemployment, (D) provide the range of service and employment opportunities required by the population, (E) help prevent the movement of talented and educated persons out of the State where their services may not be as effectively used, and (F) provide the Qualified Services and Activities to residents of the State at a reasonable cost.
Section 6. The Project and the Obligations.
a. The financing of the Project is approved. The issuance of the Obligations for the Financing Purposes is approved.
b. The Issuer, based on representations of One Roof, accepts the offer of the Lender to purchase the Obligations in an original aggregate principal amount not to exceed $1,500,000, at an initial annual interest rate approved by One Roof or the Borrower, subject to adjustment as provided in the Obligations, and upon the terms and conditions specified in this Resolution and the Obligations. The Obligations shall contain a recital that they are issued pursuant to the Acts as conclusive evidence of their validity and of the regularity of their issuance. The Obligations will bear the designation set forth in the definition of “Obligations.”
c. The Obligations must be in substantially the form submitted to the Governing Body, with appropriate variations, omissions and insertions permitted or required by this Resolution, and as may be necessary and appropriate and approved by Bond Counsel, One Roof, the Borrower, and the Authorized Officers. The Obligations are incorporated by reference.
d. The Obligations shall not constitute a general or moral obligation of the Issuer or the City but shall be a special, limited obligation of the Issuer payable solely from the revenues provided by the Borrower under the terms of the Loan Agreement and from the revenues and security pledged, assigned, and granted under the terms of this Resolution, the Obligations, the Loan Agreement, and any other security documents provided by the Borrower or any other party to secure the timely payment of the principal of, premium, if any, and interest on the Obligations. As provided in the Loan Agreement, the Obligations shall not be payable from nor charged upon any funds other than the revenue pledged to its payment, nor shall the Issuer or City be subject to any liability thereon, except as otherwise provided in this paragraph. No holder of the Obligations shall ever have the right to compel any exercise by the Issuer or the City of any taxing powers of the Issuer or the City to pay the Obligations or the interest or premium thereon, or to enforce payment thereof against any property of the Issuer or the City except the interests of the Issuer in the Loan Agreement and the revenues and assets thereunder, which will be assigned to the Lender under the terms of the Assignment Agreement.
e. The Authorized Officers are authorized and directed to execute, acknowledge and deliver the Obligations. The seal of the Issuer may be omitted as allowed by law. The execution of the Obligations by the Authorized Officers as provided herein is conclusive evidence of approval of the Obligations in accordance with the terms of this Resolution.
Section 7. Approval and Execution of Issuer Documents and Documents.
a. The Issuer Documents are made a part of this Resolution and are approved in substantially the forms on file with the Issuer. The Authorized Officers are authorized and directed to execute, acknowledge and deliver (as applicable) the Issuer Documents, the Tax Endorsement, and any other Documents with changes, insertions and omissions approved by the Authorized Officers, and by Bond Counsel. The seal of the Issuer may be omitted as allowed by law.
b. The Authorized Officers and other officers and members of the Issuer (individually or with one or more other officers and members of the Issuer) are authorized and directed to (i) execute and deliver the Documents, and all other documents which may be reasonably required under the terms of the Issuer Documents or the Obligations or by Bond Counsel; (ii) take any other action required or deemed appropriate by Bond Counsel for the performance of the Issuer’s duties necessary to carry out the Financing Purposes, the terms of the Issuer Documents, and the requirements of the Acts and the Code; and (iii) furnish certified copies of this Resolution, all proceedings and records of the Issuer relating to the Obligations, and any other affidavits and certificates required, in the opinion of Bond Counsel, to show the facts relating to the Issuer respecting the Obligations, as the facts appear from the books and records in the Issuer’s custody and control or as otherwise known to them.
c. The execution by the Authorized Officers of the Issuer Documents and the Documents is conclusive evidence of their approval in accordance with the terms of this Resolution.
Section 8. Absent or Disabled Officers. If any of the Authorized Officers or any other officer, employee or agent of the Issuer specifically authorized in this Resolution to execute the Issuer Documents, Documents or the Obligations on behalf of the Issuer:
a. ceases to be an officer, employee or agent of the Issuer after he or she has executed any certificate, instrument or other written document, the validity or enforceability of the certificate, instrument or other written document signed by them is not affected; and
b. is unavailable to execute certificates, instruments or other written documents, the certificates, instruments or other written documents may be executed by the next highest-ranking officer, employee or agent of the unavailable officer, employee or agent; the person or person authorized under the rules of procedure or bylaws of the Issuer to act in in the absence or on behalf of the unavailable officer, employee or agent; the deputy or assistant to the unavailable officer, employee or agent; or any other officer, employee or agent of the Issuer who, in the opinion of Bond Counsel, is authorized to sign the certificates, instruments or other written documents, with full force and effect.
Section 9. Future Amendments.
a. After the adoption of this Resolution, but prior to the issuance and delivery of the Obligations to the Lender, the original aggregate principal amount of the Obligations, the maturity date of the Obligations, the principal amount of the Obligations due on each payment date, the interest rate of the Obligations, the date of the documents referenced in this Resolution and the Obligations, and the terms of redemption of the Obligations may be established or modified by the Borrower with the approval of the Authorized Officers and Bond Counsel; provided that the aggregate principal amount of the Obligations may not be increased from the amount set forth in this Resolution.
b. The authority to approve, execute and deliver, on behalf of the Issuer, future amendments to the Loan Agreement are delegated to the Authorized Officers, subject to the following conditions: (a) such amendments or consents do not materially adversely affect the interests of the Issuer; (b) such amendments or consents do not contravene or violate any policy of the Issuer; (c) such amendments or consents do not require the consent of the holder or such consent has been obtained; (d) such amendments or consents are acceptable in form and substance to Bond Counsel, and (d) any conditions established in the Assignment and Loan Agreement; provided further that the Governing Body of the Issuer must approve any changes which, in the opinion of Bond Counsel, affect the Unassigned Rights, as defined in the Loan Agreement.
c. The authorization given above is an authorization for the execution and delivery of any certificates and related items required to demonstrate compliance with the agreements being amended and the terms of this Resolution. The execution of any instrument by the Authorized Officers is conclusive evidence of the approval in accordance with the terms of this Resolution.
Section 10. Registration.
a. Registered Form. The Obligations must be issued only in fully registered form. The Obligations will be numbered R-1 and upward, in denominations specified by the Registered Owner.
b. Registration, Transfer and Exchange. The Issuer appoints the Board Secretary as Registrar. The effect of registration and the rights and duties of the Issuer with respect thereto are as follows:
i. Register. The Registrar must keep a bond register for the Obligations in which the Registrar provides for the registration of ownership of the Obligations and the registration of transfers and exchanges of the Obligations.
ii. Transfer of Obligations. Subject to the provisions of clause x of this subsection, upon surrender for transfer of an Obligation duly endorsed by the Registered Owner or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the Registered Owner 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, one new Obligation in an aggregate principal amount equal to the then outstanding principal amount of the Obligation so surrendered and of like maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the 15th day of the month preceding each interest payment date until the next interest payment date.
iii. Issuance of New Obligations. Subject to the provisions of clause x of this subsection, the Issuer, at the request and expense of the Registered Owner, must issue new Obligations in aggregate outstanding principal amount equal to that of the Obligations surrendered, and of like tenor except as to number, principal amount, and, if applicable, the amount of the monthly installments payable under the surrendered Obligations, and registered in the name of the Registered Owner or transferee designated by the Registered Owner.
iv. Exchange of Obligations. When an Obligation is surrendered by the Registered Owner for exchange the Registrar will authenticate and deliver one new Obligation in an aggregate principal amount equal to the then outstanding principal amount of the Obligation surrendered and of like maturity, as requested in writing by the Registered Owner or the Registered Owner’s attorney.
v. Cancellation. An Obligation surrendered upon any transfer or exchange will be promptly canceled by the Registrar and thereafter disposed of as directed by the Issuer.
vi. Improper or Unauthorized Transfer. When an Obligation is presented to the Registrar for transfer, the Registrar may refuse to transfer the Obligation so presented until the Registrar is satisfied that the endorsement on the Obligation 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.
vii. Persons Deemed Owners. The Issuer and the Registrar may treat the person in whose name an Obligation is registered in the bond register as the absolute owner of the Obligation, whether the Obligation is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Obligation and for all other purposes, and payment so made to a Registered Owner or upon the Registered Owner’s order will be valid and effectual to satisfy and discharge the liability upon the Obligation to the extent of the sum or sums so paid.
viii. Taxes, Fees and Charges. For a transfer or exchange of an Obligation, the Registrar may impose a charge upon the Registered Owner sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange.
ix. Mutilated, Lost, Stolen or Destroyed Obligations. If an Obligation becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Obligation of like amount, number, maturity date, redemption privilege and tenor in exchange and in substitution for and upon cancellation of the mutilated Obligation or in lieu of or in substitution for any Obligation destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar and Issuer in connection therewith; and, in the case of an Obligation destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to the Registrar that the Obligation was destroyed, stolen or lost, and of its ownership, and upon furnishing to the Registrar and Issuer of an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the Issuer and the Registrar must be named as obligees. An Obligation so surrendered to the Registrar will be canceled by the Registrar. If the mutilated, destroyed, stolen or lost Obligation has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Obligation prior to payment.
x. Limitation on Transfers. The Obligations have been issued without registration under state or other securities laws, pursuant to an exemption for issuance; and accordingly an Obligation may not be assigned or transferred in whole or part, nor may a participation interest in an Obligation be given pursuant to any participation agreement, except in accordance with an applicable exemption from registration requirements. In no event may any participation interest in an Obligation be in an initial principal amount of less than $100,000.
Section 11. Limitations.
a. Limitation on Payment and Nature of Security. The Obligations shall be special, limited obligations of the Issuer, and the principal of, premium, if any, and interest on the Obligations shall be payable solely from the proceeds of the Obligations, the revenues derived from the Borrower pursuant to the Loan Agreement, Assignment Agreement and any and all other security of any kind or nature provided by the Borrower or One Roof to the Lender. The revenues and proceeds derived from the Issuer Documents are specifically pledged to the payment of the principal of and interest on the Obligations in the manner and to the extent specified in this Resolution, the Obligations, and the Documents; and nothing in this Resolution, the Obligations, or the Documents assigns, pledges or otherwise encumbers any other funds or assets of the Issuer or the City. The Obligations do not constitute a general or moral obligation of the Issuer or the City, or a charge, lien, or encumbrance, legal or equitable, upon any property of the Issuer or the City, except the portion of the Project mortgaged or otherwise encumbered under the provisions and for the purposes of the Acts. Notwithstanding anything contained in the Resolution, the Obligations or the Documents or any other document referred to in the Resolution, the Obligations or the Documents to the contrary, under the provisions of the Acts, the Obligations may not be payable from nor charged upon any funds other than the revenue pledged to its payment under the Issuer Documents. No holder of the Obligations will ever have the right to compel any exercise of the taxing power of the Issuer or the City to pay the Obligations or the interest thereon, or to enforce payment of the Obligations against any property of the Issuer or the City except the portion of the Project mortgaged or otherwise encumbered under the provisions and for the purpose of the Acts. The Obligations are not a debt of the Issuer or the City within the meaning of any constitutional or statutory limitation. However, nothing impairs the rights of the holder of the Obligations to enforce covenants made for the security of the Obligations as provided in Section 469.163 of the Acts.
b. Limitation of Liability. The Issuer is not subject to any liability on the Obligations, nor is the City. No agreement, covenant or obligation contained in this Resolution or in the Documents is an agreement, covenant or obligation of any member of the Governing Body, or of any officer, employee or agent of the Issuer or the City in that person’s individual capacity. Neither the members of the Governing Body, nor any officer executing the Obligations or the Documents, is liable personally on the Obligations or subject to any personal liability or accountability by reason of the issuance of the Obligations or execution of the Documents.
c. Limitation on Rights Conferred. Nothing in this Resolution or in the Documents will or is intended to be construed to confer upon any person (other than as provided in the Obligations, the Issuer Documents, and the other agreements, instruments and documents by approved in this Resolution) any right, remedy or claim, legal or equitable, under and by reason of this Resolution or any provision of this Resolution.
Section 12. Offering and Disclosure Materials. The Issuer has not participated in the preparation of or reviewed any offering or disclosure materials with respect to the offer and sale of the Obligations and the Issuer makes no representations or warranties whatsoever regarding the necessity, sufficiency, accuracy, fairness, completeness or adequacy of any disclosure with respect to the offer and sale of the Obligations.
Section 13. Conditions Precedent.
a. Notwithstanding anything in this Resolution to the contrary, the issuance and delivery of the Obligations is subject to and contingent upon the following:
i. the receipt of approval of the Project by DEED; and
ii. the Issuer Documents, Documents, and all other documents required for the issuance of the Obligations have been executed and delivered to the Issuer, Lender, One Roof, Borrower, and Bond Counsel, as applicable.
Section 14. DEED Approval; Conditions Precedent.
a. The Authorized Officers are authorized and directed to work with Bond Counsel to facilitate submission of the DEED Application to DEED, and other officers, employees and agents of the Issuer are authorized to provide DEED with any information it requires. Bond Counsel is authorized and directed to submit the DEED Application to DEED requesting approval.
b. Notwithstanding anything in this Resolution to the contrary, delivery of the Obligations, the Issuer Documents, and Documents is subject to and contingent upon approval by DEED.
Section 15. Bank Qualification. In order to qualify the Obligations as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code, the Issuer makes the following factual statements and representations:
a. based upon representations of One Roof, the Obligations are not treated as “private activity bonds” under Section 265(b)(3) of the Code, as they are “qualified 501(c)(3) bonds” under Section 145 of the Code;
b. the Issuer hereby designates the Obligations as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code;
c. the reasonably expected amount of all tax-exempt obligations which have been and will be issued by the Issuer (and all entities whose obligations will be aggregated with those of the Issuer) during the calendar year in which the Obligations are issued will not exceed $10,000,000; and
d. not more than $10,000,000 of tax-exempt obligations issued by the Issuer during the calendar year in which the Obligations have been issued have been or are expected to be designated for purposes of Section 265(b)(3) of the Code.
Section 16. Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this Resolution contained shall not affect the remaining portions of this Resolution or any part thereof.
Section 17. Effective Date. This resolution shall take effect immediately.
Statement of Purpose
STATEMENT OF PURPOSE: This Resolution approves the issuance and sale by the Duluth Economic Development Authority of a not-to-exceed $1,500,000 501(c)(3) Facilities Revenue Note (One Roof Project), Series 2026 (the “Obligation”). The actions approved in this Resolution are required by the laws of the State of Minnesota and federal law both for the valid issuance of the Obligation and the tax exemption of interest on the Obligation. The proceeds of the Obligation will be used, in part, to finance a “Project” as described in the resolution.