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HomeMy WebLinkAboutEDA RES 2016-14COLUMBIA HEIG11TS ECONOMIC DEVELOPMENTAUTHORITY RESOLUTION NO�. 2016-14 BE IT RESOLVED by the Board of Commissioners (the "Board") of the Columbia Heights Economic Development Authority (the "Authority"), as follows: i.m. 'rhe Columbia I-leights Economic Development Authority (tile "Authority") and the City Of Columbia Heights, Minnesota (the "City") previously established the fluset Park Area 'Fax Increment Financing District (the "TIT District") pursuant to authority granted by Minnesota Statutes, Sections 469.174 through 469.1794, as amended (the -rax Increment Act°'), within time Downtown CBD Redevelopment. Project (the "Redevelopment Project"), and adopted a tax increment financing plan for the purpose of financing certain improvements within the TIF District. In order to provide for the redevelopment of the Redevelopment Project and the TIF District, the Authority entered into an Amended and Restated Contract for Private Redevelopment, dated as of August 1, 200�7, between the Authority, time City, and BNC National Bank, as successor in interest to fluset Park Development Corporation, dated as of August 1, 2007, as amended, and pursuant to the Second Amended and Restated Contract for Private Redevelopment, dated October 30, 2015 (tile "Contract-) between the Authority,, the City, and Columbia Heights Leased Housing Associates 1, LLLP, a Minnesota limited liability limited partnership (the "Redeveloper".). 1.02. Pursuant, to Section 469.175 of the Tax Increment Act, the Authority is authorized to issue and sell its bonds for the purpose 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.. p 1.113. Oil August 3, 2001 7, the Authority issued its Tax Increment Revenue Bonds (Huset Park Area Redevelopment Project), Series 2007 (the "Prior bonds "'), in the original aggregate principal aniount of $2,890,000, pursuant to the TIF Act, Minnesota Statutes, Sections 469.001 through 469,047, as amended, and Minnesota Statutes, Sections 469.090 through 469.1 082, as amended (collectively, time "Act"). The Authority applied the proceeds of the Prior Bonds to finance certain public redevelopment costs of the Redevelopment Project (tile "Project Costs"). 'The Prior Bonds are currently outstanding in the principal amount of $2,475,00O and are subject to redemption at the option of the Authority on or after August 15, 2015, at a price ofpar plus accrued interest. SECTION 2, ISSUANCE OF BONDS, 10I. In order to refinance the Project Costs through the redemption and prepayment of the outstanding Prior Bonds, pay costs, of issuance and related costs with respect to the Bonds, and fund a 480618v2 MNf CL205-63 reserve fund, the Board hereby authorizes the issuance of its Tax Increment Revenue Ref ending Bonds (Husel Park Area. Redevelopment Project), Series 2016 (tile "Bonds"), in a principal amount not to exceed $2,8009000. The Bonds shall be issued on such date alld upon the terms and conditions determined by the Executive Director of the Authority (tile "Executive Director"), provided that the yield on the Bonds (for arbitrage purposes) shall not exceed 3,375%. 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 i ncorne 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 Dougherty & Company LLC (the "Underwriter") upon the offer of the Underwriter to purchase the Bonds in accordance with tile terms of a Bond Purchase Agreement between the Authority and the Underwriter (the "Bond Purchase Agreement") and conforming to the parameters set forth in this paragraph. 2,02. There have been presented to the Board forms of the following documents: (i) a First Amendment to Paying Agent Agreement (the "Paying Agent Agreement"), between the Authority and Bond Trust Services Corporation (the "Paying Agent"), which amends the Paying Agent Agreement with respect to the Prior Bonds, dated as of August 1, 2007, between the Authority and the Paying Agent; and (ii) a Bond Purchase Agreement. The Paying Agent Agreement and the Bond Purchase Agreement are hereby approved in substantially the forms OD 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. Upon approval by the Executive Director of the Paying Agent Agreement and Bond Purchase Agreement, the Chair and the Executive Director are authorized and directed to execute such documents can behalf of the Authority. 2.03. Tile 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 prepayment prior to maturity, shall be executed, 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 the Bonds included in the Paying Agent Agreement 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 changes as are approved by the Executive Director. Without limiting the generality of the foregoing, the Executive Director is authorized to approve the original aggregate principal amount of each series of Bands to be issued under the terms of this resolution (subject to the maximum aggregate principal amount for all series authorized by this resolution), to establish the terms of redemption, the principal amounts subject to redemption, and the dates of redemption of the Bonds, and to approve other changes to the other terrns of the Bonds, which are deemed by e Executive Director to be in the best interests of the Authority. e th , t ve 'The issuance and delivery of the Bonds shall be conclusive evidence that the Executive Director has approved the terins 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, expended, and invested in accordance with determinations of the Executive Director. UPOD approval by the Executive Director of the Bonds, the Chair and the Executive Director are authorized and directed to execute such Bonds on behalf of the Authority. 104. 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 Agreement) that is 480(ri 18 Q M NJ CI 205-63 2 expressly pledged to the payment of the Bonds pursuant to the terms of the Paying Agent Agreement. The covenants, representations, and warranties of the Authority contained in the Paying Agent Agreement are expressly incorporated herein for the benefit of the holders of the Bonds. 2,05. It is hereby found, determined and declared that the issuance and sale of the Bonds, the execution and delivery by the Authority of the Paying Agent Agreement and the Bond Purchase Agreement (the "Authority Docurnents"), 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 Minnesota 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 of the Bonds, the Bonds are not to be payable from or chargeable against any funds other than the revenues pledged to the 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 ever 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 the property expressly pledged thereto; the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the Authority other than the revenues expressly pledged thereto; the Bonds shall recite that the Bonds are issued without a pledge of the general or moral obligation of the Authority, 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 of the Authority within the meaning of any constitutional or statutory limitation of indebtedness. SECTION 3, REFUNDING OF PRIOR BONDS; FINDINGS, REDEMPTION OF PRIOR BONDS. 101. The outstanding Prior Bonds will be called for redemption on August 15, 2016, or the first date oil which titnely notice of redemption can be given (the "Redemption Date"), in the principal amount of $2,475,000 plus accrued interest to the Redemption Date. It is hereby found and determined that based upon information presently available from the Authority's municipal advisor, the issuance of the Bonds will result in a reduction of debt service costs to the Authority. 3.02. It is hereby found and determined that the proceeds of the Bonds deposited in tile Redemption Fund created under the Paying Agent Agreement, along with any other funds on brand in the reserve fund established for the Prior Bonds, will be sufficient to prepay all of the principal of, interest on and redemption premium (if any) on the Prior Bonds on the Redemption Date, 3.03, The Prior Bonds maturing after the Redemption Date will be redeemed and prepaid on tile Redemption Date. The Prior Bonds will be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the form of Notice of Call for Redemption attached hereto as EXHIBIT A, which terms and conditions are hereby approved and incorporated herein by reference. The registrar for the Prior Bonds is authorized and directed to send a copy of the respective Notice of Call for Redemption to each registered holder of the Prior Bonds at least thirty (30�) days prior to the Redemption Date. 480,618%,2 MNI CL205-63 SECTION 4. DISCLOWRE DOCUMENTS AND Cl.-OSING CERTIFICATES. 4.01. The Authority approves the preparation and distribution of a preliminary Official Statement and an Official Statement with respect to the offer and sale ofilre Bonds. 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. 4-02, 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 form of disclosure document) does riot, as of the 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 Chair and the Executive Director shall also execute and deliver a suitable certificate as to absence of material litigation, and the Executive Director shall also execute and deliver a certificate 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. 4.03. The Chair, 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, OD 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 certificates, 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 a certificate relating to federal tax matters including inatters relating to arbitrage and arbitrage rebate, a receipt for the proceeds derived 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 80138 -G (Rev. September 20 11 ). SECTION 5. BANK QIJALIFICATION, 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 subordinate entity of the City will issue in calendar year 2016 more than $10,000,000 of bonds or other tax-exempt obligations (excluding "private activity bonds" other than "qualified 501 (c)(3) bonds," as such terms are defined in the Code, and excluding certain refunding obligations, that are not included in the $107,070D07,010101 limitation set forth in Section 265(b)(3)(Qi) of the Code), 480618Y2 MNf CL205-63 4 SECTION 6. MISCELLANEOUS. 6.0L 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 mernber of the Board, or of any officer, employee, or agent of the Authority in that persons individual capacity. Neither the members of the Board, nor any officer executing the Bonds shall be liable personally oil the Bonds or be subject to any personal liability or accountability by reason of the issuance of the Bonds, 6,02. 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 agreernents, instruments, and documents hereby approved) any right, remedy, or claim, legal or equitable, under and by reason of this resolution or any provision of this resolution. 6,03. If for any reason the Chair or 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 cease to be an officer, employee, or agent of the Authority after the execution by such person of any certificate, instrument, or other written document, such fact shall not affect the validity or enforceability of such certificate, instrument, or other written document. If for any reason the Chair or 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, instruments, 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. 6.04. 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 "private activity bonds," within the meaning of Section 141 of 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. Furthermore, 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 purposes, 6,.05 The authority to approve, execute, and deliver future amendments to the document4 executed and delivered by the Authority in connection with the transactions contemplated hereby is hereby delegated to the Executive 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 ameridnients are acceptable in form and substance to the Authority Attorney, bond counsel or other counsel retained by the Authority to review such amendments; (e) the Authority has received, if necessary, an opinion of bond counsel to the effect that the amendments will riot 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. 'I'lie authorization 4800 8Q MNJ CL205-63 hereby given shall be further construed as authorization for the execution and delivery of such certificates and related items as inay be required to demonstrate compliance 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 absence 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. SECTION 7. Effective Date. This Resolution shall take effect and be in force from and after its approval, subject to approval by the City Council of the City of the Authority's proposed issuance of the Bonds. Adopted by the Board of Commissioners of the Columbia Heights Economic Development Authority this 13t" day of June, 2016. Gary L. Peterson, President Attest: ;f-alter R. Felist, Exec Live Direc or 480618v2 MN1 C1,205-63 NOTICE OF CALL FOB R REDEMPTION $2,890,000 COLUMBIA HEIGHTS ECONOMIC DEVELOPMENTAUTI-IORITY TAX INCREMENTRE"VENUE BONDS (HUSETPARK AREA REDEVELOPMEN'TPROJECT) SERIES 2007 NOTICE' IS HEREBY GIVEN that, by order of the Board of Commissioners of the Columbia heights Economic Development Authority (the "Authority"), there have been called for redemption and prepayment on August 15, 2016 all outstanding bonds (the "Bonds") of the Authority designated as 'Tax Increment Revenue Bonds (1-fuset Park Area Redevelopment Project), Series 2007, dated August 3, 2007, having stated maturity dates of February I in the years 2017 through 2032, both inclusive, totaling $2,475,000 in principal amount, and with the following CUSIP numbers: Year of'Maturity Amount CUSIP Number 2017 S 80,000 197690 AA8 2022 510,000 197690 AB6 2032 1,885,0013 197690 AD2 The Bonds are being called at a price of par plus accrued interest to August 15, 2016, on which date all interest on said Bonds will cease to accrue. The redemption of the Bonds is contingent upon the receipt by Bond Trust Services Corporation (the "Paying Agent"), of sufficient funds, on or before the redemption date, for the redemption of all Bonds. If such funds are not received in accordance with the preceding sentence then the redemption will be cancelled. Holders of the Bonds hereby called for redemption are requested to present their Bonds for payment at the main office of Bond Trust Services Corporation, 3060 Centre Pointe Drive, Roseville, Minnesota 55113, on or before August 15, 2016,: Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the registrar is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any Bonds subject to redemption and prepayment on the redemption date, unless the registrar is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified, Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9, will satisfy the requirements of this paragraph. 480618v2 M NJ CL205-63 A- i Dated� BY OIWER OF THE BOARD F COMMISSIONERS OF THE COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUI'RO RI" Y By: /s/ Walter R, Felist Executive Director Columbia Heights Economic Development Authority 48001 SQ MNI ("1205-63 A-2