Loading...
11-1103r HRA RESOLUTION NO. 1103 RESOLUTION APPROVING THE ISSUANCE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAX INCREMENT LIMITED REVENUE NOTE, SERIES 2011A IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $822,000 AND ITS TAX INCREMENT LIMITED REVENUE NOTE, SERIES 2011B IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $500,000 BE IT RESOLVED BY the Board of Commissioners ("Board") of the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota (the "Authority"), as follows: Section 1. Authorization; Award of Sale. 1.01. Authorization. The Authority has heretofore approved the establishment of Tax Increment Financing District No. 2010-1 (the "TIF District") within the Richfield Redevelopment Project ("Redevelopment Project"), and has adopted a tax increment financing plan for the purpose of financing certain improvements within the Redevelopment 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 Redevelopment District. 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 Tax Increment Revenue Note, Series 2011A (the "Series A Note"), in the aggregate principal amount of up to $822,000 and its Tax Increment Revenue Note, Series 2011B (the "Series B Note"), in the aggregate principal amount of up to $500,000, for the purpose of financing certain public costs of the Tax Increment Plan for the TIF District. The Series A Note and the Series B Note will be referred to herein as the "Notes." 1.02. Issuance, Sale and Terms of the Notes. Pursuant to the Contract for Private Development between the Authority and the Owner (the "Agreement"), the Notes shall be sold to Woodlake Richfield Apartments, LLC (the "Owner"). The Notes shall be dated as of the date of delivery and shall bear interest at the rate of 6.75% per annum to the earlier of maturity or prepayment. In exchange for the Authority's issuance of the Notes to the Owner, the Owner shall pay certain land acquisition costs and site improvement costs related to the Minimum Improvements (as defined in the Agreement) pursuant to Section 3.3 of the Agreement. The Series A Note will be delivered in the principal amount of up to $822,000 for reimbursement of land acquisition costs in accordance with the terms of Section 3.3(a) of the Agreement. The Series B Note will be delivered in the principal amount of up to $500,000 for reimbursement of land acquisition and site improvement costs in accordance with the terms of Section 3.3(b) of the Agreement. The Series B Note shall be payable only to the extent that the Developer pays more than $144,000 in real estate taxes on the Development Property in each calendar year that the TIF District remains outstanding. Further, the Series B Note is payable only to the extent that Available Tax Increment remains following the payment of principal of and interest on the Series A Note. Section 2. Form of Notes. The Series A Note shall be in substantially the form set forth in Exhibit A attached hereto, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue. The Series B Note shall be in substantially the form set forth in Exhibit B attached hereto, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue. Section 3. Terms, Execution and Delivery. 3.01. Denomination, Payment. The Notes shall be issued as a single typewritten note numbered R-1. The Notes shall be issuable only in fully registered form. Principal of and interest on the Notes 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 Notes 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 Authority's Executive 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 Notes and the registration of transfers and exchanges of the Notes. (b) Transfer of Notes. Upon surrender for transfer of the Notes, including any assignment or exchange thereof, 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, and the payment by the Owner of any tax, fee, or governmental charge required to be paid by or to the Authority with respect to such transfer or exchange, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. Notwithstanding the foregoing, the Notes 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 investment letter in a form substantially similar to the investment letter submitted by the Owner 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. The Notes 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 investment letter in a form substantially similar to the investment letter in Schedule D of the Agreement or a certificate of the transferor, in a form satisfactory to the Executive Director of 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. The Owner may assign the Notes to a lender that provides all or part of the financing for the acquisition of the Development Property or the construction of the Minimum Improvements. The Authority hereby consents to such assignment, conditioned upon receipt of an investment letter from such lender in substantially the form attached in the Agreement as Schedule D, or other form reasonably acceptable to the Executive Director of the Authority. The Authority also agrees that future assignments of the Notes may be approved by the Executive Director of the Authority without action of the Authority's Board, upon the receipt of an investment letter in substantially the form of Schedule D of the Agreement or other investment letter reasonably acceptable to the Authority from such assignees. (c) Cancellation. The Notes 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 a 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 a 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 such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of a 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 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 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 Delivery. The Notes shall be prepared under the direction of the Executive Director of the Authority and shall be executed on behalf of the Authority by the signatures of its Chair and its Executive Director. In case any officer whose signature shall appear on the Notes shall cease to be such officer before the delivery of the Notes, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the Notes have been so executed, the Notes shall be delivered by the Authority to the Owner following the delivery of the necessary items delineated in Section 3.3 of the Agreement. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Notes all Available Tax Increment as defined in the Notes. Available Tax Increment shall be applied to payment of the principal of and interest on the Notes in accordance with Section 3.3 of the Agreement and the terms of the forms of Note set forth in Exhibit A and Exhibit B attached to this resolution. 4.02. Bond Fund. Until the date the Notes are 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 Notes. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority's account for TIF District No 2010-1 upon the payment of all principal and interest to be paid with respect to the Notes. 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 Notes 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 Notes 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. Issuance of Notes. The Authority shall not issue the Notes until (i) the Agreement is executed by all parties; (ii) the requirements to issue each of the Notes set I forth in Section 3.3 of the Agreement are satisfied; (iii) the Planning Commission of the City of Richfield reviews the Amended and Restated Tax Increment Financing Plan for the establishment of the 2010-1 Housing Tax Increment Financing District (Woodlake Housing) and opines that the plan conforms with the general plans for the development and redevelopment of the City as described in the comprehensive plan for the City; and (iv) the City Council of the City of Richfield reviews and approves the Amended and Restated Tax Increment Financing Plan for the establishment of the 2010-1 Housing Tax Increment Financing District (Woodlake Housing). Section 7. Effective Date. This resolution shall be effective upon full execution of the Agreement. Adopted by the Board of Commissioner the Housing and Redevelopment Authority in and for the City of Richfield, Minnesota, this 15th day of August, 2011. a ..,,,,,,radri Suz a M. Sandahl, Chair ATTEST: /1/ 2 Jo Helmberger, Secretary