Loading...
01-804r I I I 104 THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD RESOLUTION NO. 804 RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS LIMITED REVENUE TAX INCREMENT NOTE, SERIES 2001A; APPROVING AMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT BE IT RESOLVED BY the Board of Commissioners ("Board") of the Housing and Redevelopment Authority in and for the City of Richfield (the "Authority") as follows: Section 1. Authorization: Award of Sale. 1.01. Authorization. The Authority and City of Richfield ("City") have heretofore approved the establishment. of Gramercy Redevelopment Tax Increment District (the "TIF District") within Richfield Redevelopment Project Area ("Project"), and have adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. 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 Limited Revenue Tax Increment Note, Series 2001B (the "Note"), in the maximum principal amount of $2,230,174, for the purpose of financing certain public costs of the Project. 1.02. Approval of Documents: Issuance. Sale. and Terms of the Note. The Note is issued in accordance with that certain Contract for Private Redevelopment between the Authority and Gramercy Park Cooperative at Lake Shore Drive, a Minnesota Cooperative Corporation ("Redeveloper") dated July 20, 1998, as amended by the First Amendment thereto dated December 21, 1998 ("First Amendment") and the Second Amendment thereto dated January 16, 2001 ("Second Amendment") (the Contract and the Amendments thereto are collectively referred to herein as the "Agreement"). The Authority hereby authorizes issuance of the Note in accordance with terms set forth in this resolution to the Redeveloper, at a price of par. The Note shall be dated as of the date of delivery thereof and shall bear interest at the rate of * % per annum to the earlier of maturity or prepayment. The Note shall be payable in semi-annual installments of principal and interest on each February 1 and August 1 commencing February 1, 2001 and continuing through February 1,2026 (the "Payment Dates"). The Note, together with the Authority's Limited Revenue Tax Increment Note, Series 2001B (the "Series 2001B Note") is issued as replacement for the Authority's $2,230,174 Limited Revenue Tax Increment Note issued pursuant to the First Amendment (the "Prior *To Be Determined 1 Note"), and the Redeveloper shall return the Prior Note to the Authority as a condition precedent to delivery ofthe Note. The principal amount and interest rate of the Note shall be as requested by the Owner in writing prior to the issuance of the Note, provided that: (a) in no case shall the combined principal amounts of the Note and the Series 2001B Note exceed $2,230,174; (b) in no case shall the sum of the present value of the maximum amounts of principal and interest payable on the Note and the present value of the maximum amounts of principal and interest payable on the 2001B Note exceed the present value of the maximum amount of principal and interest that would have been payable on the Prior Note; and (c) in no case shall the principal amount of the Note exceed $2,056,000 or the interest rate on the Note exceed 9.75%. The Authority's Executive Director is directed to complete the Note in accordance with the provisions of this paragraph and is further directed to deliver a certificate attesting to the calculation of the principal amount and interest rate of the Note in accordance with the terms of this Resolution. The Authority hereby further approves and authorizes and directs the Authority's Chair and Executive Director to execute and deliver as appropriate: (i) the Second Amendment; (ii) the Certificate of Completion attached as Exhibit B to the Contract; and (iii) the Assessment Agreement attached as Exhibit D to the Contract. I 1.03. Optional Prepayment. The Authority may prepay the Note in whole or in part without premium or penalty at any tin;l~ (1.t the option of the Authority. Section 2. Form of Note. The Note shall be in substantially the following form, with I the blanks to be properly filled in as of the date of issue: $ UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF RICHFIELD LIMITED REVENUE TAX INCREMENT NOTE, 2001A The Housing and Redevelopment Authority in and for the City of Richfield (the "Authority"), hereby acknowledges itself to be irIdebted and, for value received, promises to pay to the order of Gramercy Park Cooperative at Lake Shore Drive or its permitted assigns (the "Owner"), to the extent and in the manner hereinafter provided, the original principal amount of this Note, being $ (the "Principal Amountll), together with interest thereon accrued from the date of this Note, at the rate of interest of _% per annum (the "Stated Rate"), payable on each February 1 and August 1 commencing February 1,2001 and continuing through February 1,2026 (the "Payment Dates"). 2 I I I I Any payments on this Note shall be applied first to accrued interest and then to the Principal Amount in respect of which such payment is rnade. Each payment on this Note is payable in any coin or currency of the United States of America which on the date of such payment is legal tender for public and private debts and shall be made by check or draft made payable to the Owner and mailed to the Owner at it postal address within the United States which shall be designated from time to time by the Owner. The Note is a special and limited obligation and not a general obligation of the Authority, which has been issued by the Authority to aid in financing a "project," as defined in Minnesota Statutes, Section 469.174, of the Authority within and for the benefit of the Gramercy Redevelopment Tax Increment District ("District"). THE NOTE IS NOT A DEBT OF THE AUTHORITY, THE CITY OF RICHFIELD, OR THE STATE OF MINNESOTA (THE "STATE"), AND NEITHER THE AUTHORITY, THE CITY OF RICHFIELD, THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE ON THE NOTE, NOR SHALL THE NOTE BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN AVAILABLE TAX INCREMENT, AS DEFINED BELOW. Payments on this Note are payable solely from proceeds of this Note and from and only to the extent that the Authority shall have received as of such Payment Date "Available Tax Increment." For the purpose of this Note, "Available Tax Increment" means: Seventy-five Percent (75%) of the tax increment received from the real estate described in Exhibit C to the Agreement (the "Redevelopment Property") for years beginning with 2001 and ending in 2026. To the extent that on any Payment Date the Authority does not have on hand sufficient Available Tax Increment to make the scheduled payment (which insufficiency is not due to a failure of the Owner to pay full real estate taxes payable on the Redevelopment Property), such deficiency shall be deferred and paid to the extent possible on the next Payment Date on which the Authority has received Available Tax Increment sufficient to do so. This Note shall terminate upon the "Maturity Date", hereby defined as the earlier of: (i) the date when the Redeveloper has been fully reimbursed according to the terms hereof; or (ii) February 1, 2026. This Note may be prepaid in full at any time at the option ofthe Authority. This Note shall also terminate and the Authority's obligation to make any payments under this Note shall be discharged and the Authority shall have no obligation and incur no liability to make any payments hereunder immediately upon the occurrence of an Event of Default under the Contract for Private Development, dated July 20, 1998, as amended by the First Amendment thereto dated December 21, 1998 and the Second Amendment thereto dated , 2001 (the Contract and the Amendments thereto are collectively referred to herein as the "Development Contract") between the Authority and the Owner, subject to the notice and cure provisions of Section 9.2 thereof. This Note shall not be payable from or constitute a charge upon any funds of the Authority or the City of Richfield and the Authority shall not be subject to any liability hereon or be deemed 3 to have obligated itself to pay hereon from any funds except the Available Tax Increments, and then only to the extent and in the manner herein specified. The Owner shall never have or be deemed to have the right to compel any exercise of any taxing pbwerof the Authority or the pty of RiGhfield or of any other public -body, and neither the Authority or the Cityof19chfIdd ubr any directw, commissioner, council member, board member, officer, employee or agent of the Authority or the City of Richfield, nor any person executing or registering this Note shall be liable persomuly hereon by reason of the issuance or registration hereof or otherwise. I This Note shall not be transferred to any person without the prior written consent of the Authority. IT IS HEREBY CERTIFIED AND ~CITED that, except as provided in the Development Contract, any acts, conditions, and things re'lwred by the Constitution and laws of the State of Minnesota to be done, to have happened, ~d to be performed precedent to and in the issuance of this Note have been done, have happened, .and have been performed in regular and due form, time, and manner as required by law; and that this Note, together with all other indebtedness of the Authority or the City of Richfield outstanding on the date hereof and on the date of its actual issuan~e and delivery, does not cause the indebtedness of the Authority or the City of Richfield to exceed any constitutional or statutory lillJit&tiol} thereon. IN WITNESS WHEREOF, the Board of Commissioners of the Authority has caused this Note to be executed by the manual signatures of the Chairperson and the Executive Director of the I Authority and has caused this Note to be dated , 2001. Chairperson Executive Director I 4 I I I AUTHENTICA nON AND REGISTRATION PROVISIONS This is one of the Notes described in the within mentioned Resolution. The ownership of the unpaid balance of the within Note is registered in the bond register of the City Clerk- Treasurer, in the name ofthe person last listed below. Date of Registration Registered Owner Name Tax J.D. No: Signature of Registrar Section 3. Terms. Execution and Delivery. 3.01. Denomination. Payment. The Note shall be issued as one or more typewritten notes numbered from R-l upwards. 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's 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. Except as provided in the Development Contract, the Note shall not be transferred to any person without the prior written consent ofthe Authority. (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 5 account of, the principal of and interest on such Not~ 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 I effectual to satisfy arid discharge the liability of the Authority upon such Note: to the extent of the sum or sums so paid. (f) 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 exchang~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 anp 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 indepmity 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 the Registrar shall be ca1;lcelled 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. (h) Prepavment. In the event the Note is prepaid in whole or in part, notice thereof will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not less than 30 days prior to the date fixed for redemption to the registered owner of t4e Note at the address shown on the registration books kept by the Registrar. Failure to give notice by mail to any registered owner, any defect therein, will not affect the validity of any proceeding for the redemption of the Note. The Note so called for redemption will cease to bear interest after the specified redemption date, proviq.ed that the funds for the redemption are on deposit with the place of payment at that time. I 3.04. Preparation and Deliverv. The Note shall be prepared under the direction of the Secretary and shall be executed on behalf of the Authority by the signatures of its Chair and Secretary. In case any officer whose sig:qature 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 same as if such officer had remained in office until delivery. Notwithstanding such execution, the Note shall not be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on such Note has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of auth~ntication on different Notes certificates need not be signed by the same representative. The executed certificate of authentication on each Note shall be conclusive evidence that it has been authenticated and delivered under this resolution. When the Note has been so executed and authenticated, it shall be delivered by the Secretary to the Owner upon I 6 I I I payment of the purchase price therefor, and the Owner shall not be obligated to see to the application of the purchase price. Section 4. Securitv 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 deposited in the Debt Service Fund in accordance with Section 4.02 hereof and 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. Debt Service Fund. So long as the Note is outstanding and any principal thereof or interest thereon remains unpaid, the Authority shall maintain a separate Limited Revenue Tax Increment Note Series 2001A Debt Service Fund (the "Debt Service Fund") to be used for no purpose other than the payment of the principal of and interest on the Note. The Authority appropriates and irr~v()cably pledges to the Debt Service Fund: (a) Available Tax Increment pledged pursuant to Section 4.01 of this Resolution; (b) all investment earnings on funds held in the Debt Service Fund; and (c) any other funds appropriated to the Debt Service Fund. The Debt Service Fund and all moneys deposited therein pursuant to this Resolution are hereby pledged to the payment of principal of and interest on the Note. 4.02. Investment of Funds. All amounts held in the Debt Service Fund will be invested in accordance with the provisions of Minnesota Statutes, Chapter 118A, governing the investment of funds of governmental entities. 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. Continuing Disclosure. The continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule") do not apply to the Note, because the offering is exempt from such requirements under Section 15c2-12(d)(1)(i). Consequently, the Authority will not enter into any undertaking to provide continuing disclosure of any kind with respect to the Note. Section 7. Amendment to Contract and Other Documentation Approved. The Authority approves the Second Amendment and the Escrow Agreement by and among the Authority, the Redeveloper, and , dated ,2001, and the Estoppel Certificate pertaining to the Redeveloper's obligations under the Agreement, all in the form on file in City Hall and with such modifications that are consistent with the terms of this Resolution as are approved by the 7 Chairperson and Secretary, whose ex~s:::ution of the document will be conclusive evidence of their approval. Section 8.. Effective Date. This resolution sh(:lll be effective upon full execution of the Second Amendment. Adopted this 16th day of JanulU"Y, 2001. /1 /' Chairperson 8 IL I I I