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HomeMy WebLinkAboutResolution No. 05-01 EDAAuthorizing Resolution LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. 05-01 RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS $91,715 TAX INCREMENT REVENUE NOTE, SERIES 2005. BE IT RESOLVED BY the Board of Commissioners ("Board") of the Lino Lakes Economic Development Authority (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. 1-10 (the "TIF District") within Development District No. 1 ("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 Development 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 $91,715 Tax Increment Revenue Note, Series 2005 (the "Note") for the purpose of financing certain public development costs of the Project. 1.02. Agreement Approved., Issuance, Sale, and Terms of the Note. The Authority hereby approves the Contract for Private Development (the "Agreement") between the Authority and the Schwan's Home Service, Inc. (the "Owner") and authorizes the President and Executive Director to execute such Agreement in substantially the form on file with 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. Pursuant to the Agreement, the Note shall be sold to the Owner. The Note shall be dated as of the date of deliver. The Authority shall receive in exchange for the sale of the Note the agreement of the Owner to pay the Site Improvement Costs as defined in the Agreement. The Note will be delivered in accordance with the terms of Section 3.3 of 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: SJB-258192v3 LN 140-89 C-1 UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA LINO LAKES ECONOMIC DEVELOPMENT' AUTHORITY No. R-1 $91,715 TAX INCREMENT REVENUE NOTE SERIES 20__ Date of Original Issue The Lino Lakes Economic Development Authority (the "Authority"), for value received, certifies that it is indebted and hereby promises to pay to Schwan's Home Service, Inc. or registered assigns (the "Owner"), the principal sum of $91,715, without interest thereon, as and to the extent set forth herein. 1. Payments. Principal payments ("Payments") shall be paid on August 1, 2006 and each February 1 and August 1 thereafter to and including February 1, 2011 ("Payment Dates") in the amounts and from the sources set forth in Section 2 herein. 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 currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Available Tax Increment. Payments on this Note are payable on each Payment Date in the amount of and solely from "Available Tax Increment," which means, on each Payment Date, 95 percent of the Tax Increment attributable to the Development Property and paid to the Authority by Anoka County in the six months preceding the Payment Date, all as such terms are defined in the Contract for Private Development between the Authority and Owner dated as of , 2005 (the "Agreement"). Available Tax Increment shall not include any Tax Increment if, as of any Payment Date, there is an uncured Event of Default under the Agreement. The Authority shall have no obligation to make any payment on this Note on any Payment Date from any source other than Available Tax Increment, and the failure of the Authority to pay principal on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal to the extent of Available Tax Increment. The Authority shall have no obligation to pay unpaid balance of principal that may remain after the final Payment on February 1, 2011. SJB-258192v3 LN 140-89 C-2 4. Optional Prepayment. The principal sum payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. 5. Termination. At the Authority's option, this Note shall terminate and the Authority's obligation to make any payments under this Note shall be discharged upon the occurrence of an Event of Default on the part of the Developer as defined in Section 9.1 of the Agreement, but only if the Event of Default has not been cured in accordance with Section 9.2 of the Agreement. 6. Nature of Obligation. This Note is one of an issue in the total principal amount of $91,715, all issued to aid in financing certain public development costs and administrative costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.125 through 469.134, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the Authority on February 28, 2005 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. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note 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 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 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 Authority Administrator, 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 no interest and maturing on the same dates. This 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. 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 performed in due form, time and manner as so required. SJB-258192v3 LN 140-89 C-3 IN WITNESS WHEREOF, the Board of Commissioners of the Lino Lakes Economic Development Authority has 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. LINO LA} S ECONOMIC DEVELOPMENT AUTHORITY Executive Director l % President f 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 Registration Director Registered Owner Schwan's Home Service, Inc. Federal Tax I.D. No. 41-0879087 Section 3. Terms, Execution and Delivery. Signature of City Finance 3.01. Denomination, Payment. 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 the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Payment Dates. Installments of Principal of 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 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 transfer of the Note 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 SJB-258192v3 C-4 LN 140-89 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 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 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 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 Note shall be prepared under the direction of the Authority's 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 SJB-258192v3 C-5 LN 140-89 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. When the Note has been so executed, it shall be delivered by the Executive Director to the Owner thereof upon satisfaction of the conditions for delivery under the Agreement. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of the Note all Available Tax Increment as defined in the Note. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof (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 the Note. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority's account for TIF District No. 1-10 upon the payment of all principal to be paid with respect to 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 full execution of the Agreement. Adopted this February 28, 2005 President: ATTEST by Secretary: SJB-258192v3 LN 140-89 C-6 Certification of EDA Resolution No. 05-01 Commissioner Bergeson introduced Resolution No. 05-01 at the meeting of the Lino Lakes Economic Development Authority held on February 28, 2005, and moved its adoption. The motion for adoption of the foregoing resolution was duly seconded by Commissioner Stoltz and upon vote being taken thereon, the following voted in favor thereof: Reinert, Dahl, Bergeson, Carlson and Stoltz. The following voted against same: None. Whereupon said resolution was declared passed and adopted. STATE OF MINNESOTA ) COUNTY OF ANOKA ) CITY OF LINO LAKES ) I, the undersigned, being the duly qualified City Clerk of the City of Lino Lakes, Minnesota, do hereby certify that the attached document is a true copy of EDA Resolution No. 05-01 with the original thereof on file in the City Clerk's office, and the same is a full, true and complete copy insofar as the same relates to: CERTIFICATION OF EDA RESOLUTION NO. 05-01 APPROVING CONTRACT FOR PRIVATE DEVELOPMENT AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS $91,715 TAX INCREMENT REVENUE NOTE, SERIES 2005. Witness my hand as said City Clerk and the Corporate Seal of the City this , 2005. Ann J. Blair (SEAL) THday of