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HomeMy WebLinkAboutEDA RES 2007-13 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. 2007-13 RESOLUTION AUTHORIZING THE ISSUANCE OF TAX INCREMENT REVENUE BONDS (HUSET PARlC AREA REDEVELOPMENT PROJECT), SERIES 2007, AND PROVIDING THE FORM, TERMS, PLEDGE OF REVENUES, AND FINDINGS, COVENANTS, AND DIRECTIONS RELATING TO THE ISSUANCE OF SUCH OBLIGATIONS BE IT RESOLVED by the Board of Commissioners (the "Board") of the Columbia Heights Economic Development Authority, Minnesota (the "Authority"), as follows: SECTION 1. BACKGROUND 1.01. The Columbia Heights Economic Development Authority (the "Authority") and the City of Columbia Heights, Minnesota (the "City") previously established the Huset Park Area Tax Increment Financing District (the "TIF District") pursuant to authority granted by Minnesota Statutes, Sections 469.174-469.1799, as amended (the "Tax Increment Act"), within the Downtown CBD Redevelopment Project (the "Redevelopment Project"), and adopted a tax increment financing plan for the pUl'pose of financing certain improvements within the TlF District. In order to provide for the redevelopment of the Redevelopment Project and the TlF District, the Authority entered into a Contract for Private Redevelopment, dated as of October 25, 2004, between the Authority, the City and the Redeveloper, as amended by an Amended and Restated Contract for Private Redevelopment thereto dated August 1, 2007 (the "Contract"). 1.02. Pursuant to Section 469.178 of the Tax Increment Act, the Authority is authorized to issue and sell its bonds for the pUl'pose of financing or refinancing public redevelopment costs of the Redevelopment Project and to pledge tax increment revenues derived from a tax increment financing district established within the Redevelopment Project to the payment of the principal of and interest on such obligations. SECTION 2. ISSUANCE OF BONDS 2.01. In order to finance certain public redevelopment costs of the Redevelopment Project, the Board hereby authorizes the issuance of tax increment revenue bonds to be designated as the "Tax Increment Revenue Bonds (Huset Park Area Redevelopment Project) Series 2007 (the "Bonds"), in a principal amount not to exceed $3,200,000. The Bonds shall be issued on such date and upon the terms and conditions determined by the Executive Director of the Authority (the "Executive Director"), provided that the yield on the Bonds (for arbitrage pUl'poses) shall not exceed 5.75%. The Bonds may be designated such other name or names as determined to be appropriate by the Executive Director. The Bonds shall be issued in one or more series as the Executive Director may determine, and shall be assigned a separate series designation determined by the Executive Director for each series issued by the Authority. The Bonds are authorized to be issued as obligations the interest on which is not includable in gross income for federal and State of Minnesota income tax purposes. This authorization to issue the Bonds is effective without any additional action of the Board and shall be undertaken by the Executive Director on such date or dates and upon the terms and conditions deemed reasonable by the Executive Director. The Board hereby authorizes the sale of the Bonds to Piper Jaffray & Co. (the "Underwriter") upon thc offer ofthc Underwriter to purchase the Bonds in accordance with the terms of a Bond Purchase Agrecment betwcen the Authority and the Underwriter (the "Bond Purchase Agreement"). 2.02. There have been presented to the Board forms of the following documents: (i) a Paying Agent Agreement (the "Paying Agent Agreement"), between the Authority and a paying agent to be designated by the Authority (the "Paying Agent"); and (ii) a Bond Purchase Agreement. The Paying Agent Agrecment and thc Bond Purchase Agreement are hercby approved in substantially the forms on file with the Authority on the date hereof, subject to such changes not inconsistent with this resolution and applicable law that are approved by the Executive Director of the Authority. 2.03. The Bonds shall have the maturities, interest rate provisions, shall be dated, numbered, and issued in such denominations, shall be subject to mandatory and optional redemptions and prcpayment prior to maturity, shall be exccuted, sealed, and authenticated in such manner, shall be in such form, and shall have such other details and provisions as are prescribed in the Paying Agent Agreement. The form of thc Bonds included in the Paying Agcnt Agreemcnt is approved in substantially the form in the Paying Agent Agreement, subject to such changes not inconsistent with this resolution and applicable law, and subject to such changcs that are approved by the Executive Director. Without limiting the generality of the forcgoing, the Executive Director is authorized to approve the original aggregate principal amount of each series of Bonds to be issued under the terms of this resolution (subject to the maximum aggrcgate principal amount for all sNies authorized by this resolution), to establish the terms of redemption, the principal amounts subject to redcmption, and the dates of redemption of the Bonds, and to approve other changes to the other terms of the Bonds which are deemcd by the Executive Director to be in the best interests of the Authority. The issuance and delivery of the Bonds shall be conclusive cvidence that the Executive Director has approved the tcrms and provisions of the Bonds in accordance with the authority granted by this resolution. The proceeds derived from the sale of the Bonds, and the earnings derived from the investment of such proceeds, shall be held, transferred, expendcd, and invested in accordance with detcrminations of the Executive Director. 2.04. The Bonds shall be secured by the terms of the Paying Agent Agreement and shall be payable solely from Available Tax Increment (as defined in the Paying Agent Agrecment) that is expressly pledged to the paymcnt of the Bonds pursuant to the terms of the Paying Agent Agreement. 2.05. It is hereby found, determined and declared that the issuancc and sale of the Bonds, the execution and delivery by the Authority of the Paying Agent Agreement and the Bond Purchase Agreement (the "Authority Documents"), and the performance of all covenants and agreements of the Authority contained in the Authority Documents, and of all other acts required under the Constitution and laws of the State of Minnesota to make the Bonds the valid and binding special obligations of the Authority enforceable in accordance with their respective terms, are authorized by applicable Minncsota law, including, without limitation, the Tax Increment Act, and this Resolution. 2.06. Under the provisions of the Tax Increment Act, and as provided in the Paying Agent Agreement and under the terms ofthc Bonds, the Bonds are not to be payable from or chargeable against any funds other than the revenues pledged to thc payment thereof; the Authority shall not be subject to any liability thereon other than from such revenues pledged thereto; no holder of any Bonds shall cver have the right to compel any exercise by the Authority of its taxing powers (other than as contemplated by the pledge of tax increment revenues under the terms of the Paying Agent Agreement) to pay the principal of, premium, if any, and interest on the Bonds, or to enforce payment thereof against any property of the Authority other than thc property expressly pledged thereto; the Bonds shall not constitutc a charge, lien or encumbrance, legal or equitable, upon any property of the Authority other than the revenues exprcssly pledged thereto; the Bonds shall recite that the Bonds are issucd without a 2 pledge of the general or moral obligation of the Anthority, and that the Bonds, including interest thereon, are payable solely from the revenues pledged to the payment thereof; and the Bonds shall not constitute a debt ofthe Authority within the meaning of any constitutional or statutory limitation of indebtedness. SECTION 3. DISCLOSURE DOCUMENTS AND CLOSING CERTIFICATES 3.01. The Preliminary Official Statement and the Official Statement with respect to the Bonds is hereby ratified and approved. The distribution of the Preliminaty Official Statement and the Official Statement prepared in conjunction with the offer and sale of the Bonds is hereby ratified and approved. In order to provide for continuing disclosure with respect to the Bonds, to the extent deemed necessary, required, or appropriate by the Executive Director, the Executive Director may execute a certificate providing for continuing disclosure with respect to the Bonds. 3.02. The Executive Director is authorized to furnish to the purchasers of the Bonds, on the date of issuance and sale of the Bonds, a certificate that, to the best of the knowledge of such officer, the Official Statement (or other fonn of disclosure document) does not, as ofthe date of closing, and did not, as the time of sale of the Bonds, contain any untrue statement of a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Unless litigation shall have been commenced and be pending questioning the Bonds, the proceedings for approval of the Bonds, tax increment revenues generated or collected for payment of the Bonds, revenues pledged for payment of the Bonds, or the organization of the Authority, or incumbency of its officers, the Executive Director shall also execnte and deliver a suitable certificate as to absence of material litigation, and the Executive Director shall also execute and deliver a celtificate as to payment for and delivery of the Bonds, and the signed approving legal opinion of Kennedy & Graven, Chartered, as to the validity and enforceability of the Bonds and the tax-exempt status of interest on the Bonds. 3.03. The Executive Director and other agents, officers, and employees of the Authority are hereby authorized and directed, individually and collectively, to furnish to the attorneys approving the Bonds, on behalf of the purchasers of the Bonds, certified copies of all proceedings and certifications as to facts as shown by the books and records of the Authority, and the right and authority of the Authority to issue the Bonds, and all such certified copies and certifications shall be deemed representations of fact on the part of the Authority. Such officers, employees, and agents of the Authority are hereby authorized to execute and deliver, on behalf of the Authority, all other celtificates, instruments, and other written documents that may be requested by bond counsel, the Underwriter, the Paying Agent, or other persons or entities in conjunction with the issuance of the Bonds and the expenditure of the proceeds of the Bonds. Without imposing any limitations on the scope of the preceding sentence, such officers and employees are specifically authorized to execute and deliver one or more UCC-I financing statements, a celtificate relating to federal tax matters including matters relating to arbitrage and arbitrage rebate, a receipt for the proceeds derivcd from the sale of the Bonds, an order to the Paying Agent, a general certificate of the Authority, and an Information Return for Tax-Exempt Governmental Obligations, Form 8038 (Rev. January 2002). SECTION 4. BANK QUALIFICATION 4.01. The Authority hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and represents that the Authority does not reasonably anticipate that the Authority, the City, or any other snbordinate entity of the City will issue in calendar year 2007 more than $10,000,000 of bonds or other tax-exempt obligations (excluding "private activity bonds" other than "qualified 501(c)(3) bonds," as 3 such terms are defined in the Code, and excluding certain reflmding obligations, that are not included in the $10,000,000 limitation sct forth in Section 265(b)(3)(C)(i) of the Code). SECTION 5. MISCELLANEOUS 5.01. All agreements, covenants, and obligations of the Authority contained in this resolution and in the above-referenced documents shall be deemed to be the agreements, covenants, and obligations of the Authority to the full extent authorized or permitted by law, and all such agreements, covenants, and obligations shall be binding on the Authority and enforceable in accordance with their terms. No agreement, covenant, or obligation contained in this resolution or in the above-referenced documents shall be deemed to be an agreement, covenant, or obligation of any member of the Board, or of any officer, employee, or agent of the Authority in that person's individual capacity. Neither the members of the Board, nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds. 5.02. Nothing in this resolution or in the above-referenced documents is intended or shall be constructed to confer upon any person (other than as provided in the Paying Agent Agreement, the Bonds, and the other agreements, instruments, and documents hereby approved) any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision ofthis resolution. 5.03. If for any reason the Executive Director, or any other officers, employees, or agents of the Authority authorized to execute certificates, instruments, or other written documents on behalf of the Authority shall for any reason ceasc to be an officer, employee, or agent of the Authority after the execution by such person of any certificate, instrnment, 01' other written documcnt, such fact shall not affect the validity or enforceability of such certificate, inst1'llment, or other written document. If for any reason the Executive Director, or any other officers, employees, or agents of the Authority authorized to execute certificates, instruments, or other written documents on behalf of the Authority shall be unavailable to execute such certificates, inst1'llments, or other written documents for any reason, such certificates, instruments, or other written documents may be executed by a deputy or assistant to such officer, or by such other officer of the Authority as in the opinion of the Authority Attorney is authorized to sign such document. 5.04. The Authority shall not take any action or authorize any action to be taken in connection with the application or investment ofthe proceeds of the Bonds or any related activity which would cause the Bonds to be deemed to be "private activity bonds," within the meaning of Section 141 of the Internal Revenue Code of 1986, as amended (the "Code"). The Authority shall not take any action or authorize any action to be taken in connection with the application or investment of the proceeds of the Bonds or any related activity, which would cause the Bonds to be deemed to be "arbitrage bonds," within the meaning of Section 148 of the Code. Fmihel'lllOre, the Authority shall take all such actions as may be required under the Code to ensure that interest on the Bonds is not and does not become includable in gross income for federal income tax purposcs. 5.05. The authority to approve, execute, and deliver future amendments to the documents executed and delivered by the Authority iu connection with the transactions contemplated hereby is hereby delegated to the Exccutive Director, subject to the following conditions: (a) such amendments do not require the consent of the holders of the Bonds or, if required, such consent has been obtained; (b) such amendments do not materially adversely affect the interests of the Authority as the issuer of the Bonds; (c) such amendments do not contravene or violate any policy of the Authority; (d) such amendments are acceptable in form and substance to the Authority Attorney, bond counselor other connsel retained by the Authority to review such amendments; (e) the Authority has received, if 4 necessmy, an opinion of bond counsel to the effect that the amendments will not adversely affect the tax- exempt character of interest on the Bonds, if the Bonds are then tax-exempt obligations; and (f) such amendments do not materially prejudice the interests of the owners of the Bonds. The authorization hereby given shall be further construed as authorization for the execution and delivClY of such certificates and related items as may be required to demonstrate compliauce with the agreements being amended and the terms of this resolution. The execution of any instrument by the Executive Director shall be conclusive evidence of the approval of such instruments in accordance with the terms hereof. In the abscnce of the Executive Director, any instrument authorized by this paragraph to be executed and delivered by the Executive Director may be executed by such other officer of the Authority as in the opinion of the Authority Attorney is authorized to execute and deliver such document. 6.06. Effective Date. This Resolution shall take effect and be in force from and after its approval. (The remainder of this page is intentionally left blank.) 5 Adopted this 241h day of July, 2007. Attest: ~/. Executive Director- alter R. Fehst CL205-40 (SJB) 309042v.2 6