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HomeMy WebLinkAboutEDA RES 2008-12 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. 2008-12 RESOLUTION APPROVING FOURTH AMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAXABLE TAX INCREMENT REVENUE NOTES, SERIES 2008A BE IT RESOLVED BY the Board of Conunissioners ("Board") oftlle Columbia Heights Economic Development Authority, Columbia Heights, Minnesota (the "Authority") as follows: Section 1. Authorization: Award of Sale. 1.01. Authorization. The Authority and the City of Columbia Heights have heretofore approved the establishment of the Kmart/Central A venue Tax Increment Financing District (the "TIF District") the Downtown CBD Redevelopment Project (the "Project"), and have adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. In cOllllection with the TIF District, the Authority entercd into a Contract for Private Redevelopment between the Authority and New Heights Development, LLC (now known as Grand Central Propcrties, LLC) dated as of September 22, 2004, as amended by a First Amendment Thereto dated as of April 26, 2005, a second amendment thereto dated as of November 22, 2005, a Third Amendment thereto dated as of August 28, 2007 and intends to enter into a Fourth Amendment thereto referenced below (collectively, the "Agreement"). Pursuant to Milmesota 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 Notes in the principal amount of $700,000 (the "Notes") for the purpose of financing certain public redevelopment costs of the Project. 1.02. Approval of Contract Amendment. The fOU1th Amendment to Contract for Private Redevelopment between the Authority Grand Central Properties, LLC ("Grand Central Propelties") is approved in substantially the form on file in City Hall, subject to modifications that do not alter the substance of the transaction that are approved by the President and Executive Director, provided that execution of the mnendment by such officials is conclusive evidence of and their approval. 1.03. Issuance. Sale. and Terms of the Notes. Thc Authority hereby delegates to the Executive Director the determination of the date on which the Notes are to be delivered, in accordance with thc Agreement. The Notes shall be issued as follows: one Note in the original principal amount of the Housing Redeveloper Portion issued to Grand Central Properties; and one Note in the original principal amount of the Conunercial Redeveloper Portion issued to Grand Central Commons, LLC ("Grand Central Commons"), as such terms are defined in, and all in accordance with, the Agreement (Grand Central Properties and Grand Central Commons being referred to as the "Owner" or "Owners"). The Notes shall be dated August I, 2008, shallmatnre no later than February 1, 2014, and shall bear interest at the rate of 6.0 % per annum from the date of original issue of the Note. The Notes are issued in consideration of payment by Grand Central Properties of the Public Redevelopment Costs in at least the principal amount of the Notes, in accordance with the Agreement. Section 2. Form of Note. The Notes shall be in substantially the following form, numbered R-1 and R-2, with the blanks to be properly filled in as of the date of issue: UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY No. R-_ $ TAXABLE TAX INCREMENT REVENUE NOTE SERIES 2007 Rate Date of Original Issue 6.0% August 1, 2008 The Columbia Heights Economic Development Authority ("Authority") for value received, certifies that it is indebted and hereby promises to pay to or registered assigns (the "Owncr"), the principal sum of $ (the "Principal Amount"), as providcd 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 annum (the "Stated Rate"). This Note is given in accordance with that celtain Contract for Private Redevelopment between the Issuer and New Heights Development, LLC dated as of September 22, 2004, as amended by a First Amendment thereto dated as of April 26, 2005, a Second Amendment thereto dated as of November 22, 2005, a Third Amendment thereto dated as of August 28, 2007 and a Fourth Amendment thereto dated as of , 2008 (the "Agreement") and the authorizing resolution (the "Resolution") duly adopted by the Authority on August , 2008. Capitalized terms used and not otherwise defined herein have the meaning provided for such terms in the Agreement unless the context clearly requires otherwise. 1. Pavments. Principal and interest ("Payments") shall be paid in installments commencing February 1, 2009 and continuing on each February 1 and August 1 thereafter to and including Februmy 1,2014 ("Paymcnt Dates"), in the amounts and from the sources set forth in Section 3 herein. Payments shall bc applied first to accrued interest, and then to unpaid principal. Notwithstanding anything to the contrmy herein, the balance of [Housing Redeveloper Available Tax Increment] [Cm1ll11ercial Redeveloper Available Tax Incrcment] on hand as of the date of issuance of the Note shall be paid on the date of issuance. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon 30 days writtcn notice to the Authority. Payments on this Note arc payable in any coin or currency of the United Statcs of America which, on the Payment Date, is legal tender for the payment of public and privatc debts. 2. Intercst. Simple interest shall accruc from the date of original issue of this Note and shall be computed on the basis of a year of 360 days and charged for actual days principal is unpaid. 3. Availablc Tax Incrcment. [All payments on this Note are payable on each Payment Date solely from and in the amount of the "Housing Redevelopcr Available Tax Increment" as defined in the Agreement that has been paid to the Authority by Anoka County in the six months preceding the Payment Datc, subject to thc withholding and contingent pledge of certain Tax Increment held in escrow by the Authority in accordance with Section 3.4( c )(i) of the Agreement. ] [All payments on this Note are payable on each Payment Date solely from and in the amount of the "Commercial Redeveloper Available Tax Increment" as defined in the Agrcement that has becn paid to the Authority by Anoka County in the six months preceding the Paymcnt Date.] The Authority shall havc no obligation to pay principal of and interest on this Note on each Payment Date from any source other than [Housing Redeveloper Available Tax Increment] [Commercial Redeveloper Available Tax Increment] and the failure of thc Authority to pay the entire amount of principal or interest on this Note on any Payment Datc shall not constitute a default hereunder as long as thc Authority pays principal and interest hereon to the extent of such pledgcd revenues. The Authority shall have no obligation to pay unpaid balance of principal or accrucd interest that may remain after the final Payment on February 1,2014. 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. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this Note. (b) Upon receipt by Redeveloper of the Authority's written statement of the Excess Amount as defined in Section 3 .4( c) of the Agreement, one-half of such Excess Amount will be deemed to constitute, and will be applied to, prepayment of the principal amount of this Note. Such dcemed prepayment is effective as of the Final Closing Date as defined in Section 3.4(c) of the Agreemcnt, and will be recorded by the Registrar in its records for the Note. Upon request of the Owner, the Authority will deliver to the Owner a statement of the outstanding principal balance of the Note after application of the deemed prepayment under this paragraph. 6. Nature of Obligation. This Note is one of an issue in the total principal amount of $700,000 issued to aid in financing certain public redevelopment costs and administrative costs of a Proj ect 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 limited obligation of the Authority which is payable solely from the revenues pledged to the payment hereof under the Resolution, each Note issued under the Resolution being on parity with the other. 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 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. Registration 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 offiee of the City Finance Director, 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, duly executed by the Owner. Upon such transfer or exchange 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 ofthe transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. This Note shall not be 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 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. IN WITNESS WHEREOF, the Board ofCoulluissioners 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 HEIGHTS ECONOMIC DEVELOPME d/$r" Executive Director- Walter R. Fehst REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Finance Director, in the name of the person last listed below. Date of Signature of Registration Director Registered Owner City Finance Federal Tax LD. No. Section 3. Terms. Execution and Delivery. 3.01. Denomination. Payment. 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 be 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 snch day is a business day. 3.03. Registration. The Authority hereby appoints the City Finance 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 surrender 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 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. 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 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 sueh Note to the extent ofthe sum or sums so paid. (1) 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, or other 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 substitntion 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 thc Registrar shall bc namcd as obligees. The Note so sUlTendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolcn, 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 Delivery. 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 neveltheless 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 thereof in accordance with the Agreement Section 4. Seeurity Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Notes all Housing Redeveloper Available Tax Increment and Commercial Redeveloper Available Tax Increment, as the case may be, under the terms and as defined in the Notes. Such revenues shall be applied to payment ofthe principal of and interest on the Notes, each Note being on parity with the other, 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 ilTevocably agrees to appropriate to the Bond Fund in each year all Housing Redeveloper Available Tax Increment and Commercial Redeveloper Available Tax Increment; ffi1d agrees with respect to the Note issued to Grand Central Properties, to maintain and apply the escrowed Tax Increment in accordance with Section 3.4(c)(i) of the Agreement. Any amount remaining in the Bond Fund shall be trffi1sferred to the Authority's account for the TIF District upon termination of the Note in accordance with its terms. 4.03. Additional Bonds. If the Authority issues any bonds or notes secured by Available Tax Increment, such additional bonds or notes are subordinate to the Notes in all respects. Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority arc 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 ffi1d control or as otherwise known to them, and all such certified copies, certificates, ffi1d 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 cffective upon execution of the Fourth Amendment to the Agreement. Adopted this II day of September, 2008. OFFERED BY: Sz;.ureK. SECOND BY: \C<:.1z-eJI\btfi.XI ROLL CALL: Pr( I ~. J(Y\ <:5\1 o'/'i01fJ(1 Attest: