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HomeMy WebLinkAboutEDA RES 2000-20Authorizing Resolution COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAXABLE TAX INCREMENT REVENUE NOTE, SER/ES 2000 IN AN AMOUNT NOT TO EXCEED $780,000. BE IT RESOLVED BY the Board of Commissioners ("Board") of the Columbia Heights Economic Development Authority (the "Authority") as follows: Section 1. Authorization; Award of Sale. 1.01. Authorization. The Authority has heretofore approved the establishment of Tax Increment Financing District No. 9 (the '°IIF District") within the Central Business District Redevelopment Project (the "Project"), and has adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. 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 development costs of the Development District. Such bonds are payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell its Taxable Tax Increment Revenue Note, Series 2000 (the "Note") in an amount not to exceed $780,000 for the purpose of financing certain costs of the Project. 1.02. Agreement Approved: Issuance, Sale, and Terms of the Note. The Authority hereby approves the Contract for Private Development ("Agreement") between the Authority and Columbia Heights Transition Block LLC ("Developer"), and authorizes the President and Executive Director to execute such Agreement in substantially the form on file with Authority, subject to modifications that do not alter the substance of the transaction and are approved by such officials, provided that execution of the Agreement by such officials is conclusive evidence of their approval. The Note shall be delivered to the Developer. The Note is to be issued in accordance with the Agreement. The Note shall be dated as of the date of delivery, and shall bear interest at the rate of 11.00% per annum to the earlier of maturity or prepayment. The Authority shall receive in exchange for the sale of the Note the agreement of the Developer to pay the Land Acquisition and Site Improvement Costs as defined in the Agreement. 1.03. Optional Redemption. The Authority may prepay the Note in whole or in part, without premium or penalty, on any date. If prepayment is in part, amounts prepaid will be applied first to the outstanding principal amount of the Note and then to accrued interest. DJG-190358v2 1 CL205-14 Section 2. Form of Note. The Note shall be in substantially the following form, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue: UN1TED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY No. R-1 $780,000 TAXABLE TAX INCREMENT REVENUE NOTE SERIES 2000 Date Rate of Original Issue 11.00% ,20 Principal Amount: Registered Owner: The Columbia Heights Economic Development Authority (the "Authority"), for value received, certifies that it is indebted and hereby promises to pay to the registered owner specified above, or registered assigns (the "Owner"), but solely from the sources, to the extent and in the manner hereinafter identified, the principal amount specified above together with interest on the outstanding principal sum from time to time at the interest rate specified above, payable on each February 1 and August 1 ("Payment Dates"), commencing August 1, 2003 and continuing through February 1, 2023. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments are payable by marl to the address of the Owner or such other address as the Owner may designate upon 30 days written notice to the Authority. Payments on this Note are payable in any coin or currency of the United Sates of America which, on the Payment Date, is legal tender for the payment of public and private debts. Interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of 365 days and charged for actual days principal is unpaid. This Note is subject to prepayment in whole or in part at the option of the Authority on any date. This Note is one of an authorized issue in the total original principal amount of $780,000 to aid in financing certain development costs of a project undertaken by the Authority pursuant to DJG- 190358v2 2 CL205-14 Minnesota Statutes, Sections 469.090 through 469.1081, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the Authority on ,2000, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment as defined in the Resolution, the terms of which are hereby incorporated by reference. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of moneys pledged thereto under the Resolution, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. The Authority shall pay to the Owner on each Payment Date the amount of Available Tax Increment. To the extent that, on any Payment Date, the Authority does not have on hand sufficient Available Tax Increment together with capitalized interest to make the scheduled payment, the amount of deficiency shall be deferred and paid, without interest thereon, to the extent possible on the next Payment Date on which the Authority has received Available Tax Increment sufficient to do so. If any amount payable under this Note has not been paid by February 1, 2023 after any payment is made on such date, any amount not paid shall be forgiven and the Authority shall have no further liability with respect thereto. If as of any Payment Date there is an uncured Event of Default under the Contract for Private Development between the Authority and to Columbia Heights Transition Block LLC ("Developer") dated as of , 2000 (the "Agreement"), the Authority may withhold Available Tax Increment otherwise payable on such Payment Date. If the default is cured in accordance with the Agreement, the Available Tax Increment withheld shall be deferred and paid, without interest thereon, on the next Payment Date after the default is cured. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the Authority's Executive Director, by the Owner hereof in person or by the Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or ex6hange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal mount, bearing interest at the same rate and maturing on the same dates. This Note shall not be transferred to any person other than an affiliate or other related entity, of the Owner or to the Developer unless the Authority has been provided with an opinion of counsel 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. DJG-190358v2 3 CI.205-14 1T IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. This Note shall not be valid or become obligatory for any purpose until the Certificate of Authentication hereon shall have been manually signed by the Registrar. IN WITNESS WHEREOF, the Board of Commissioners of the Columbia Heights Economic Development Authority has caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY Executive Director'~' - -f REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the Executive Director, in the name of the person last hsted below. DIG- 190358v2 CL205-14 4 Date of Registration Registered Owner Signature of Executive Director Section 3. Terms, Execution and Delivery. 3.01. Denomination, Payment. The Note shall be issued as a single typewritten note numbered R-1. The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Payment Dates. Principal of and interest on the Note 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, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the Executive Director to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (b) Transfer of Note. Upon sm-render for transfer of the Note 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 Note of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note shall not be transferred to any person (other than an affiliate, or other related entity, of the Owner, or the Developer) unless the Authority has been provided with an opinion of counsel 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) Cancellation. The Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) Improper or Unauthorized Transfer. When the 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 Note or separate instrument of transfer is legally authorized. The Registrar shall incur no DJG- 190358v2 5 CL205-14 liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such 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 Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, orother governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such 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. The 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 Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. (h) Prepayment. In the event the Note is prepaid, notice thereof will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not less than 30 days prior to the date fixed for prepayment to the registered owner of each Note to be prepaid at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the prepayment of Note. If the Note so called for prepayment it will cease to bear interest after the specified redemption date, provided that the funds for the prepayment are on deposit with the place of payment at that time. 3.04. Preparation and Delivery_. The Note shall be prepared under the direction of the Authority's Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of the Note, 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 Note has been so executed, it shall be delivered by the Executive Director to the Owner or Owners thereof upon payment of purchase price and satisfactions with the conditions of delivery DIG- 190358v2 6 CL205-14 under Section 3.3 of the Agreement, and the purchaser shall not be obligated to see to the application of the purchase price. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment, which term means: (i) 89.78% of the Tax Increment that is received by the Authority in the six-month period immediately before each Payment Date; (ii) plus, in the event that at any time following the date hereof: (A) either (1) the TIF Act is amended in such a manner as to reduce Tax Increment, or (2) the amount of Tax Increment is reduced as a result of changes in the law regarding the privilege of public entities to levy real property taxes; and (B) in lieu of such reduced Tax Increment the Authority is authorized to receive and receives additional revenues in any form in substitution for the lost Tax Increment, the additional revenues the Authority is obligated to spend for the same purposes and under the same conditions that apply to Tax Increment, then the share of such additional revenues attributable to the reduced Tax Increment shall be deemed to be Tax Increment for all the purposes of this Loan Agreement. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special "Bond Fund" to be used for no purpose other than the payment of the principal of and interest on the Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment necessary to pay principal and interest due on the Note in such year. Any amounts remaining in the Bond Fund shall be transferred to the Authority's account for its TIF District No. 9 upon the payment of all principal and interest to be paid with respect to the Note. Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the Note 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 Note 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. Section 6. Effective Date. This resolution shall be effective upon full execution of the Agreement. Adopted this day of ~>..ton/rt% 2000. Pf-es~dent xec DIG- 190358v2 7 CL205-14