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HomeMy WebLinkAboutEDA RES 2007-14 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. 2007-14 RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS $6,650,000 TAXABLE TAX INCREMENT REVENUE NOTES, SERIES 2007 A BE IT RESOLVED BY the Board of Commissioners ("Board") of the Columbia Heights Economic Development Authority, Columbia Heights, Minnesota (the "Authority") as follows: Section I. Authorization: Award of Sale. 1.01. Authorization. The Authority and the City of Columbia Heights have heretofore approved the establishment of the Huset Park Area Tax Increment Financing District (the "TIf District") the Downtown CBD Redevelopment Project (the "Project"), and have adoptcd a tax increment financing plan for the purposc of financing certain improvements within the Project. In connection with the TIF District, the Authority and City entered into a Contract for Private Redevelopment with Huset Park Development Corporation dated as of October 25, 2004, as amended by an Amended and Restated Contract for Private Redevelopmcnt dated as of August I, 2007 (the "Agreement"). 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 Project. 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 2007 A in the maximum principal amount of $6,650,000 (the "Note") for the purpose of financing certain public redevelopment costs of the Project. 1.02. Issuance. Sale. and Terms of the Note. The Authority hereby delegates to the Executive Director the determination of the date on which the Note is to be delivered, in accordance with the Agreement. The Note shall be issued to Huset Park Development Corporation ("Owner"). The Note shall be dated as of the date of delivery, shall mature no later than February 15, 2032 and shall bear interest at the rate of 6.0 percent per annum from the date of original issue of the Note. The Note is issued in accordance with Section 3.8 of the Agreement. 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: UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY No.R-1 $6,650,000 TAXABLE TAX INCREMENT REVENUE NOTE SERIES 2007 A Rate Date of Original Issue 6.0% ,20_ The Columbia Heights Economic Development Authority ("Authority") for value received, certifies that it is indebted and hereby promises to pay to !-Iuset Park Development Corporation or registered assigns (the "Owner"), solely from the sources and in the mmmer hereinafter provided, the principal sum of $6,650,000 or so much thereof as has been from time to time advanced (the "Principal Amount"), as provided in the Agreement defined hereafter, together with interest on the unpaid balance thereof accrued from the date of original issue hereof at the rate of 6.0 percent per mmum (the "Stated Rate"). This Note is given in accordance with that certain Contract for Private Redevelopment between the Issuer, the City of Columbia Heights and Huset Park Development Corporation dated as of October 25, 2004, as amended by the Amended and Restated Contract for Private Redevelopment dated as of August I, 2007 (the "Agreement") and the authorizing resolution (the "Resolution") duly adopted by the Authority on July 24, 2007. Capitalized terms used and not otherwise defined herein have the memling provided for such terms in the Agreement unless the context clearly requires otherwise. 1. Pavments. Principal and interest ("Payments") shall be paid on February 15,2009 and each February 15 and August 15 thereafter to and including February 15, 2032 ("Payment Dates") in the amounts and payable solely from the sources set forth in Section 3 herein. Payments shall be applied first to accrued interest, mld then to unpaid principal. Payments are payable by mail 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 States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest accruing from the date of original issue through and including Februmy 15, 2009 will be compounded semimmually on February 15 and August 15 of each year and added to principal. Interest shall be computed on the basis of a yem of 360 days and twelve 30-day months. 2 3 . Available Tax Increment. All payments on this Note are payable on each Payment Date solely from and in the amount of the "Available Tax Increment," means the Tax Increment derivcd from the Redevelopment Property during the six-month period preceding each Payment Date that is paid to the Authority by Anoka County in the six months preceding the Payment Date, after deducting $16,500 and the fees of the paying agent under the Paying Agent Agreement between the Authority and Bond Trust Services Corporation dated August I, 2007 (the "Paying Agent Agreement") entered into in cormection with the Authority's Tax Increment Revenue Bonds, Series 2007 (I-Iuset Park Area Redevelopment Project) (the "Serics 2007 Bonds"). The pledge of Available Tax Increment hereunder is subordinate to (a) the pledge of Available Tax Increment to the Series 2007 Bonds from and to the extent described in the Paying Agent Agreement; and (b) any other outstanding Refinancing Notes to the extent described in the resolution or indenture under which such obligations are issued. Further, until the Parkway Interfund Loan is paid in full or defeased in accordance with its tcrms, 50% of the of Available Tax Increment remaining on each Payment Date, after payment or provision for payment then due on the Series 2007 Bonds and any other outstanding Refinancing Notes, is pledged to the Parkway Interfund Loan prior to the pledge of Available Tax Increment hereunder. The Authority shall have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than Available Tax Increment. 4. Default. Upon an Event of Default by the Redeveloper under the Agreement, the Authority may exercise the remedies with respect to this Note described in Section 9.2 of the Agreement, the terms of which are incorporated herein by reference. 5. Optional Prepavment. (a) The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. If the Authority prepays the Note in part, the prepayment will be applied first to accrued interest and then to the outstanding principal amount of the Note. Ten days' prior notice of any such prepayment shall be given by first-call mail by the Registrar to the registered owner of the Note. No partial prepayment shall affect the amount or timing of any other regular Payment otherwise required to be made under this Note. (b) The Note may be deemed prepaid in whole or in part in accordance with Section 3.9 of the Agreement. Upon any such prepayment, the Authority will deliver to the Owner a statement of the amount applied to prepayment under Section 3.9 and the outstanding principal balance of the Note after application of the deemed prepayment. Any deemed prepayment under this paragraph will be applied under the same procedures described in paragraph (a) above. 6. Nature of Obligation. This Note is one of ffil issue in the total principal amount of $6,650,000 issued to aid in financing certain public redevelopment costs and administrative costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through 469.047, and is issued pursuant to the Resolution, 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 3 limited obligation of the Authority which is payable solely from the revenues pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or m1Y political subdivision thereof, including, without limitation, the Authority. Neithcr the State of Minnesota, nor my political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except from and to the extent of the revenues pledged hereto, 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. 7. Rcgistration and Transfer. 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 City Chief Financial Officer, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, dnly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of my tax, fee, or goverrunental 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 smne aggregate principal amount, bearing interest at the same rate and maturing on the same dates. This Note shall not bc transferred to any person unless the Authority has been provided with an opinion of counselor 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. IT IS HEREBY CERTIfIED AND RECITED that all acts, conditions, and things required by the Constitution m1d laws of the State of Miru1esota to be done, to exist, to happen, md to be performed in order to make this Note a valid md 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 m1d manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the Columbia Heights Economic Development Authority have 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 HEIGl-ITS ECONOMIC DEVELOPMENT AUTHORITY Executive Director-Walter R. Fehst President-Gary L. Peterson 4 REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Chief Financial Officer, in the name of the person last listed below. Date of Signature of Registration City Chief Financial Officer Registered Owner _ Huset Park Development Corporation Federal Tax LD. No. Section 3. Terms. Execution and Deliverv. 3.01. Denomination. Pavment. The Note shall be issued as a single typewritten note numbered R -I. The Note shall be issuable only in fully registered form. Principal of and interest on the Note shall bc payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Pavment 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 City Chief Financial Officer 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 trmlsfers and exchanges of the Note. (b) Transfer of Note. Upon surrender for transfer of tile Note duly endorsed by the registered owner thereof or accompmlied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an atto1'1ley duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or trffilsferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, thc Note shall not be transferred to ffilY person unless the Authority has been provided with an opinion of counselor 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 ffild applicable state 5 securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Paymcnt 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 trmlsfer, 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 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 mld 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 Chmges. For every transfer or exchange of the Note, the Registrar may impose a chmge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or othcr govermllental 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 comlection 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 Registrm' of ffil 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 tlle Registrar shall be cmlcelled by it and evidence of such cffilcellation 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. 3.04. Preparation and Deliverv. The Note shall be prepared under the direction of the 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 ffild sufficient for all purposes, the same as if 6 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 thereof in accordance with the Agreement. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Note Available Tax Increment under the terms and as defined in the Note. Available Tax Increment shall be applied to payment of the principal of and interest on the Note in accordance with the terms of the form of Note set forth in Section 2 ofthis resolution. 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 to the extent described in Section 3 of the Note. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority's account for the TIF District upon termination of the Note in accordance with its terms. 4.03. Additional Bonds. The Authority may issue Refinancing Notes as described in the Agreement on a superior basis to the Note, and may issue additional Initial Notes as described in the Agreement on a parity basis with 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 approval. 7 Adopted this 24th day of July, 2007. ATTEST: "'- Executive Direct r- Walter R. Fehst 8