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HomeMy WebLinkAboutEDA RES 2016-30COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAX INCREMENT REVENUE No,rE, SERIES 20 TO HY-VEE, INC. BE IT RESOLVED BY the Board of Commissioners ("Board") of the 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 its Central Valu Center Tax Increment Financing District (the "TIFF District") within the Downtown Central Business Redevelopment Project ("Project"), and have adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. Pursuant to Minnesota Statutes, Section 409.1 7 8, 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 frorn 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 Tax Increment Revenue Note, Series 20 (the "Note") for the purpose of financing certain eligible redevelopment costs of the Project, 1.02. Approval of Contract, Issuance, Sale, and Terrns of the Note, (a) TheAuthority on this date has considered a Contract for Private Redevelopment (the "Agreement") between the Authority and Hy-Vee, Inc, (the "Owner"). The Authority hereby approves the Agreement and authorizes the President and Executive Director of the Authority to execute such Agreement in substantially the form on file with the Authority, subject to modifications that do not alter the substance of the transaction and are approved by such officials, provided that execution of the Agreement by such officials is conclusive evidence of their approval. All capitalized terms in this resolution have the meaning provided in the Agreement unless, the context requires otherwise. (b,) The Authority hereby authorizes the President and Executive Director to issue the Note in accordance with the terms of the Agreement. (c) The Note shall be issued in the maximurn aggregate principal amount of $1,100,0100 to fly-Vee, Inc. (the "Owner") in consideration of certain eligible Redevelopment Costs incurred by the Owner under the Agreement, shall be dated the date of delivery thereof, and shall bear simple interest at the rate of 5.0%, from the date of issue per annum to the earlier of maturity or prepayment, The Note will be issued in the principal amount of Redevelopment Costs submitted and approved in accordance with Section 3.3 of the Agreement. The Note is secured by Available "Fax Increment, as Further described in the form of the Note herein, 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. Section 2. Form of Note. The Note shall be in substantially the following fori-ri, with the blanks to be properly filled in and the principal amount adjusted as of the date of issue: (The remainder of this page is intentionally left blank.) UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY No. R- I TAX INCREMENT REVENUE NOTE SERIES, Rate 5.0% I Date oaf f Original Issue --.-.-120 The Columbia Heights Economic Development Authority (the "Authority") for value received, certifies that it is indebted and hereby promises to pay to Hy-Vee, Inc. or registered assigns (the "'Owner"), the principal sum of $ ........... .. --- and to pay interest thereon at the rate of five percent (5.0%) per annuirt, solely frorn the sources and to the extent set forth herein. Capitalized terms shall have the meanings provided in the Contract for Private Redevelopment between the Authority and the Owner, dated as of October 24, 2016 (the "Agreement' "), unless the context requires otherwise. 1. Payments. Principal and interest ("Payments") shall. be paid on August I of the first calendar year in which Available Tax Increment has been paid to the Authority by Anoka County, and on each February I and August I thereafter to and including February I of the calendar year ten years following the first Payment ("Payment Dates") in the amounts and from the sources set forth in Section 3, herein, Payinents shall be applied first to accrued interest, and then to unpaid principal. Simple interest shall accrue from the date of issue through and including the first February I Payment Date. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon thirty (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 at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of 360 days consisting of 12 months of 30 days, and charged for actual days principal is unpaid. 3. Available Tax Increment, (a) Payments on this Note are payable on each Payment Date solely from and in the amount of Available Tax Increment, which shall mean, on each Payment Date, Ninety percent (90%) of the Tax Increment attributable to the Minimum Improvements and Redevelopment Property that is paid to the Authority by Anoka County in the six months preceding the Payment Date. (b) The Authority shall have no obligation to pay principal of and interest oil this Note on each Payment Date firorn 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 Available Tax Increment. The Authority shall have no obligation to pay any unpaid balance of principal or accrued interest that may remain after the final February I Payment, 4. Default. If on any Payment Date there has occurred and is continuing any Event of Default under the Agreement, the Authority may withhold from payments hereunder under all Available Tax Increment. If the Event of Default is thereafter cured in accordance with the Agreement, the Available'rax Increment withheld under this Section shall be deferred and paid, without interest thereon, within thirty (3(f) days after the Event of Default is cured. If the Event of Default is not cured in a timely nianner, the Authority may terminate this Note by written notice to the Owner in accordance with the Agreement. 5. Prepayment. 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 arnount or timing of any other regular Payment otherwise required to be made under this Note, 6. Nature of .��Qbli a�tion. This Note is one of an issue in the total principal amount of $ issued to aid in financing certain 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 an authorizing resolution (the "Resolution") duly adopted by the Authority on October 24, 2016, 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, as amended, This Note is a finnited obligation of the Authority which is payable solely from Available Tax Increment 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 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 out of Available Tax Increment, 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 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 of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the carne dates. Except as otherwise provided in Section 3.3(d) of the Agreement, this Note shall not be transferred to any person or entity, unless the Authority has provided written consent to such transfer. 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 perfon-ned in due forrn, 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. 2 Executive Director COLUMBIA HEIGHTS ECONOMIC DEVELOPMENT AUTHORITY 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 Registered Owner ity Finance Director -, 20_ Hy-Vee, Inc. Federal Tax I.D No. 42-0325638 Section 3. Terms id Delivery, ., Execution IOL Denomination. Payment, The Note shall be issued as a single typewritten note numbered R41. 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 Payment 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 Finance Director to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The eft"ect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: (a) Regis . 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 forin 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 other than an affiliate, or other related entity, of the Owner 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 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 urp�oses and all such p t 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 Chames. For every transfer or exchange of the Note, the Registrar may impose a charge, upon the owner thereof sufficient to reirnburse 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 Desqoyqd 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 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 the Registrar shall be narned 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. PMaration. 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 nevertheless be valid and sufficient for all purposes, the sarne 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 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 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 on or before each Payment Date the Available Tax Increment in an amount equal to the Payment then due, or the actual Available Tax Increment, whichever is less. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority's account for the TIF District upon the termination of the Note in accordance with its terms. 4.03. Additional Obligations. The Authority will issue no other obligations secured in whole or in part by Available Tax Increment unless such pledge is on a subordinate basis to the pledge on 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. Adopted by the Board of Commissioners of the Columbia Heights Economic Development Authority this 24th day of October, 2016. 6 1, President " ATTEST k '101 I'll, — AAq 64A Secretary 0