HomeMy WebLinkAboutEDA RES 2009-08
AUTHORIZING RESOLUTION
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. 2009-08
RESOLUTION APPROVING CONTRACT FOR PRIVATE REDEVELOPMENT AND
RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS,
COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS
TAXABLE TAX INCREMENT REVENUE NOTE
IN THE MAXIMUM PRINCIPAL AMOUNT OF $300,000
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.
1.01. Authorization. The Authority and the City of Columbia Heights have heretofore
approved the establishment of the KmartlCentral Avenue 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.
Pursuant to Mimlesota 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 in the maximum principal amount of $300,000 (the "Note") for the purpose of financing
celiain public redevelopment costs of the Project.
1.02. Approval of Agreement. The Contract for Private Redevelopment (the
"Agreement") between the Authority Grand Central Commons, LLC ("Grand Central
Properties") 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 amendment by such officials is conclusive evidence of
and their approval.
1.03. 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 Grand Central Commons LLC
("Owner"). The Note shall be dated as of the date of delivery, shall mature no later than
February I, 2021 and shall bear interest at the rate of 7.0% per annum from the date of original
issue of the Note. The Note is issued in consideration of payment by Owner of celiain Public
Redevelopment Costs in at least the principal amOlmt of the Note, in accordance with 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 HEIGI-ITS ECONOMIC DEVELOPMENT AUTHORITY
No.R-1
$
T AXABLE TAX INCREMENT REVENUE NOTE
SERIES 20_
Rate
Date
of Original Issue
7.0%
,20_
The Columbia Heights Economic Development Authority ("Authority") for value
received, certifies that it is indebted and hereby promises to pay to Grand Central COlmnons LLC
or registered assigns (the "Owner"), the principal sum of $ 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 ~ percent per annum (the "Stated Rate"). This Note is
given in accordance with that celtain Contract for Private Redevelopment between the Issuer and
the Owner dated as of , 2009 (the "Agreement") and the authorizing resolution
(the "Resolution") duly adopted by the Authority on ,2009. 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. Payments. Principal and interest ("Payments") shall be paid on August 1, 2011
and each February 1 and August 1 thereafter to and including February 1, 2021 ("Payment
Dates") in the amounts and from the sources set forth in Section 3 herein. Payments shall be
applied first to accrued interest, and 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 cun-ency 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
February 1,2011 (and not otherwise paid fi'om Available Tax Increment) will be compounded
semiannually on February 1 and August 1 of each year and added to principal. Interest shall be
computed on the basis of a year of 360 days and charged for actual days principal is unpaid.
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," which means, on
each Payment Date, 90 percent of the Tax Increment attributable to the Commercial Property as
defined in the Agreement that is paid to the Authority by Anoka County in the six months
preceding the Payment Date.
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 and the failure of the
Authority to pay the entire amount of principal or interest on this Note on any Payment Date
shall not constitute a default hereunder as long as the Authority pays principal and interest
hereon to the extent of such pledged revenues. The Authority shall have no obligation to pay
unpaid balance of principal or accrued interest that may remain after the final Payment on
February 1,2021.
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 Prepayment. (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 premiwn
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(e) 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 deemed prepayment is effective as of the Calculation Date as defined in Section 3.4(e) of
the Agreement, 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
$ 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
tlu'ough 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 Mhmesota, 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. 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 Mhmesota, 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 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, 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 of the 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 ffilY person unless the Authority has been provided
with ffil opinion of counselor a cel1ificate 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 ffild 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, ffild have been
performed in due form, time and 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.
Ex~{i~tR. Fehst
COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT
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
Registration
Registered Owner
Signature of
City Chief Financial Officer
Grand Central Commons LLC
Federal Tax I.D. No.
Section 3.
Terms. Execution and Delivery.
3.01. Denomination. Pavment. 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 Pavment Dates. Principal of llild 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
perf0J111 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 trffilsfer of the Note duly endorsed by the
registered owner thereof or accompanied by a written insl1ument of trffilsfer, in form reasonably
satisfactory to the Registrar, duly executed by the registered owner thereof or by ffil atto1'lley duly
authorized by the registered owner in writing, the Registrar shall authenticate ffild 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 counsel
or a certificate of the transferor, in a form satisfactory to the Authority, that such transfer is
exempt fi'om registration ffild prospectus delivery requirements of federal and applicable state
securities laws. The Registrar may close the books for registration of any trffilsfer after the
fifteenth day ofthe month preceding each Payment Date and until such Payment Date.
(c) Cancellation. The Note surrendered upon any transfer shall be promptly
cllilcelled by the Registrar and tllereafter 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 sanle 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 mld
effectual to satisfy and discharge the liability ofthe Authority upon such Note to the extent of the
sum or sums so paid.
(f) Taxes, Fees and Charges. For every transfer or exchmlge of thc 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 mnount,
maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated
Note or in lieu of mld in substitution for such Note lost, stolen, or destroyed, upon the payment
of the reasonable expenses mld charges of the Registrar in cOlmection 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 Registrm' 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.
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 neveliheless be
valid and sufficient for all purposes, the smue 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. 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 under the terms mld 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 of this resolntion.
4.02. Bond Fund. Until the date the Note is no longer ontstanding and no principal
thereof or interest thereon (to the extent required to be paid pursnant 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 all Available Tax Increment.
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. If the Authority issues any bonds or notes secured by
Available Tax Increment, such additional bonds or notes are subordinate to the Note in all
respects.
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, inc! uding any heretofore
furnished, shall be deemed representations ofthe Authority as to the facts recited therein.
Section 6.
Agreement.
Effective Date. This resolution shall be effective upon execution of the
Adopted this -'1- day of ;:::-€.lJ YUilNff' 2009.
~~
Executive Director-Wa tel' R. Fehst