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RUVELSON &. ASSOCIATES, INCORPORATED
Unanimous Action
of
Board of Directors
The undersigned, being all of the directors of Ruvelson &. Associates, Incorporated,
a Minnesota corporation (the "Corporation"), hereby adopt the following resolutions
as the action of the Board of Directors of the Corporation, without a meeting,
effective as of the date hereof:
RESOLVED, that the officers of the Corporation, or any of them, be and they
hereby are authorized, empowered and directed, for and on behalf of the
Corporation, to borrow up to the sum of Eight Hundred Ten Thousand and 00/100
Dollars ($810,000), or any lesser amount, from the City of Columbia Heights,
Minnesota (the "Municipality"), pursuant to the terms and conditions of that certain
loan agreement to be dated as of March , 1982, by and between the Municipality
and the Corporation ("Loan Agreementii},'"a copy of which has been presented to
and approved by this Board of Directors.
RESOLVED FURTHER, that the officers of the Corporation, or any of them, be
and they hereby are authorized, empowered and directed, for and on behalf of the
Corporation, to mortgage, pledge or hypothecate any of the assets of the
Corporation to Union mutual Stock Life Insurance Co. of America ("the Lender"), to
secure repayment of the $810,000 Commercial Development Revenue Note
(Ruvelson &. Associates, Incorporated Project), Series 1982, to be issued by the
Municipality, and purchased by, the Lender, the proceeds of which will be loaned by
the Municipality to the Corporation pursuant to the Loan Agreement, and any
renewals and extensions thereof.
RESOLVED FURTHER, that the officers of the Corporation, or any of them, be
and they hereby are authorized, empowered and directed, for and on behalf of the
Corporation, to make, execute, acknowledge and deliver, in the name of and on
behalf of the Corporation, the "Borrower Documents" (each of which are referred
to and defined in the Loan Agreement).
RESOLVED FURTHER, that the officers of the Corporation, or any of them, be
and they hereby are further authorized, empowered and directed, for and on behalf
of the Corporation, to make, execute, acknowledge and deliver, in the name of and
on behalf of the Corporation, such other instruments, documents, letters and
certificates which maybe deemed necessary or advisable incident to the
consummation of the transactions contemplated by the foregoing agreements, all
of which documents, instruments, letters and certificates (including without
lil'(litation the Borrower Documents) may contain such clauses, provisions and
conditions as the officer(s) who execute the same shall deem necessary or
advisable, and their authority hereunder shall be deemed conclusively evidenced by
the execution and delivery thereof; said officers being further authorized,
empowered and directed to take any and all actions, for and on behalf of the
Corporation, which they deem necessary or advisable to consummate said
transactions.
Dated and effective as of March .::L, 1982
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CERTIFICATION AS TO USE AND SOURCE OF
FUNDS AND OTHER MA'ITERS BY
RUVELSON & ASSOCIATES, INCORPORATED
1. RuveIson & Associates, Incorporated (the "Developer"), DOES
HEREBY CERTIFY that the following table accurately and completely states the
amount of funds which have been expended in the acquisition of a parcel of land in
the City of Columbia Heights, Anoka County, State of Minnesota (the "City"), and
construction of an office facility thereon (the "Project"). This table states actual
amounts when known and best estimates of all other amounts.
Description of Cost
Construction Contract Total
Architecture and Engineering
Legal Fees
Land
Construction Period Interest Thru 1/1/82 (32,459.17)
Development Expense
Appraisal, Survey, and Soil Tests
Financing Fees
Title Insurance Fees
Pylon Sign
Interior Tenant Directory
Landscaping
Lawn Sprinkler System
City S.A.C. Charge
I'IT Construction Inspection Fees
Third Northwestern National Bank Letter of Credit,
Development/City/Agreement
Tenant Construction, Suite 200, 1070 Sq. Ft.
Miscellaneous
TOTAL
Amount
$ 754,683.41
$ 11,663.00
15,696.61
70,300.00
40,000.00
10,014.95
2,353.00
67,125.00
4,020.00
4,000.00'
1,200.00
7,923.00
2,773.00
3,400.00
1,377.24
421.50
5,233.00
2,887.60
$1,005,071.31
2. RuveIson & Associates, Incorporated DOES FURTHER CERTIFY that
the following table accurately and completely states the source of the funds which
have been expended in the acquisition and construction of the project described
above. This table states actual amounts when known and best estimates on all
other amounts.
Source of Funds
Proceeds of Note Issued for Temporary Financing
Cash Contribution by Developer
Total
Amount
$ 710,000.00
295,071. 31
$1,005,071.31
3. Ruvelson & Associates, Incorporated DOES FURTHER CERTIFY that
the proceeds from the sale of the $810,000 Commercial Development Revenue
Note (RuveIson & Associates, Incorporated Project), Series 1982 (the "Note"),
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on the loan are due and payable (and will be paid) on the date that payments of
principal, premium (if any), and interest are due and payable on the Note.
Furthermore, payments on the loan will be made directly to the Lender which will
immediately apply such payment to principal, premium (if any), and interest on the
Note. Therefore, the yield on the Loan Agreement will not exceed the yield on the
Note.
2.3. The proceeds from the sale of the Note (less the costs of issuance of
-the Note) will be used by Developer to pay part of the costs of purchasing certain
real estate within the City, constructing a building used as an office facility
thereon and equipping such facility (the real estate, building and the equipment are
hereinafter referred to as the "Project"). Such costs for the acquisition,
construction and equipping of the Project exceed the principal amount of the Note
and have been incurred as follows:
Description of Cost
Construction Contract Total $
Architecture and Engineering $
Legal Fees
Land
Construction Period Interest Thru 1/1/82 (32,459.17)
Development Expense
Appraisal, Survey, and Soil Tests
Financing Fees
Title Insurance Fees
Pylon Sign
Interior Tenant Directory
Landscaping
Lawn Sprinkler System
City S.A.C. Charge
ITT Construction Inspection Fees
Third Northwestern National Bank Letter of Credit,
Development/City/Agreement
Tenant Construction, Suite 200, 1070 Sq. Ft.
Miscellaneous
TOTAL
Amount
754,683.41
11,663.00 -
15,696.61
70,300.00
40,000.00
10,014.95
2,353.00
67,125.00
4,020.00
4,000.00
1,200.00
7,923.00
2,773.00
3,400.00
1,377.24
421.50
5,233.00
2,887.60
$1,005,071.31
2.4. The proceeds of the Note will be disbursed as follows: (a) Seven
Hundred Fifty-one Thousand Nine Hundred Seventy-eight and 12/100 Dollars
($751,978.12) will be paid by the Lender directly to American National Bank and
Trust Company (the "Bank"), to repay the outstanding principal amount of and the
interest due on the City of Columbia Heights, Minnesota, $775,000 Industrial
Development Revenue Bond (Ruvelson & Associates, Incorporated Project) Series
1981.
(b) Twenty-six Thousand Five Hundred Eighteen and no/IOO Dollars
($26,518.00) will be paid by the Lender directly to the Developer to payor
reimburse the actual costs related to the issuance of the Note.
(c) Thirty-one Thousand Five Hundred Three and 88/100 Dollars
($31,503.88) will be paid directly to Developer to reimburse it for costs of the
Project paid by Developer.
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5. Ruvelson &. Associates, Incorporated DOES FURTHER CERTIFY
that:
a. Ruvelson &. Associates, Incorporated and its representatives,
employees and agents have provided all information which any purchaser of the
Note has requested from it in connection with the issuance, sale and delivery of the
Note.
b. In connection with the issuance, sale and delivery of the Note,
neither Ruvelson &. Associates, Incorporated nor any of its representatives,
employees or agents has employed any device, scheme or artifice to defraud.
c. In connection with the issuance, sale and delivery of the Note,
neither Ruvelson &. Associates, Incorporated nor any of its representatives,
employees or agents has made any untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statement made, in light of
the circumstances under which they were made, not misleading.
d. In connection with the issuance, sale and delivery of the Note,
neither Ruvelson &. Associates, Incorporated nor any of its representatives,
employees or agents has engaged in any act, practice, or course of business which
operates or would operate as a fraud or deceit upon any person.
Dated this -*- day of March, 1982.
RUVELSON &. ASSOCIATES, INCORPORATED
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By / /wP-'> / / b / )A./;7':
/ James ~,Ruvelson
/ President
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