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HomeMy WebLinkAboutResolution No. 04-06 EDA (Approved)LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. 04-06 RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS $1,000,000 TAXABLE TAX INCREMENT REVENUE NOTE, SERIES 2004 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 and the City of Lino Lakes (“City”) have heretofore approved the establishment of Tax Increment Financing District No. 1-11 (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 $1,000,000 Taxable Tax Increment Revenue Note, Series 2004 (the “Note”) for the purpose of financing certain public development costs of the Project. 1.02. Issuance, Sale, and Terms of the Note. The Authority has approved the Contract for Private Development (the “Agreement”) between the Authority, the City and the Legacy Development, Inc. (the “Owner”). Pursuant to the Agreement, the Note shall be sold to the Owner. The Note shall be delivered in accordance with the terms of Section 3.6 of the Agreement, shall be dated as of the date of delivery, and shall bear interest on the outstanding principal amount from the date of issue to the earlier of maturity or prepayment, at the annual rate of 6.0%. The Authority shall receive in exchange for the sale of the Note the payment by Owner of certain land acquisition costs as described in Sections 3.4 and 3.6 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: UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA LINO LAKES ECONOMIC DEVELOPMENT AUTHORITY No. R-1 $1,000,000 TAXABLE TAX INCREMENT REVENUE NOTE SERIES 2004 Date Rate of Original Issue 6.0% The Lino Lakes Economic Development Authority (the “Authority”), for value received, certifies that it is indebted and hereby promises to pay to Legacy Development, Inc. or registered assigns (the “Owner”), the principal sum of $1,000,000 and to pay interest thereon at the rate specified above, as and to the extent set forth herein. This Note is given in accordance with that certain Contract for Private Development between the Issuer, the City of Lino Lakes (the “City”) and the original Owner dated as of December 20, 2004 (the “Agreement”) and the authorizing resolution (the “Resolution”) duly adopted by the Authority on December 20, 2004. Capitalized terms used and not otherwise defined herein have the meaning provided for such terms in the Agreement unless the context clearly requires otherwise. 1. Payments. Principal and interest payments (“Payments”) shall be paid on August 1, 2007 and each February 1 and August 1 thereafter to and including February 1, 2023 (“Payment Dates”) in the amounts and from the sources set forth in Section 3 herein. Payments shall be applied first to accrued interest, and then to unpaid principal. 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. 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 and charged for actual days principal is unpaid. Interest accruing from the date of issue through and including February 1, 2007 shall be compounded semiannually on February 1 and August 1 of each year and added to principal. 3. 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, (a) 90 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, (b) less the amounts needed to pay principal and interest then due on any outstanding TIF Bonds, and (c) less the amounts needed to pay principal and interest then due on the Interfund Loan until such date as the conditions for parity described in Section 3.6(b) of the Agreement are met. From and after such date, the Tax Increment remaining on any Payment Date after application of clauses (a) and (b) is pledged to this Note and the Interfund Loan on a parity basis. The Authority shall have no obligation to pay principal of and interest on this Note on each Payment Date from 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 unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 2023, except from Available Tax Increment attributable to property taxes paid in 2022 or prior years or from Available Tax Increment received by the Authority after February 1, 2023, but attributable to the payment of delinquent property taxes payable in 2022 or prior years. 4. Optional 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. In addition, the Note will be deemed to be prepaid to the extent and in the manner described in Section 3.6(d) of the Agreement. 5. Default. Upon an Event of Default by the Developer under the Agreement, the Authority may exercise the remedies with respect to this Note described in Section 9.2 of the Agreement, the terms of which are incorporated herein by reference. 6. Nature of Obligation. This Note is one of an issue in the total principal amount of $1,000,000 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 469.124 through 469.134, and is issued pursuant to an authorizing resolution (the “Resolution”) duly adopted by the Authority on December 20, 2004 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 and 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 and 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 Authority’s Executive 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 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. 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 LAKES ECONOMIC DEVELOPMENT AUTHORITY Executive Director President REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Administrator, in the name of the person last listed below. Date of Signature of Registration Registered Owner____ Finance Director Legacy Development, Inc. Federal Tax I.D. No. ______________ Section 3. Terms, Execution and Delivery. 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 and interest on the Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Payment Dates. Installments of principal 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 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 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 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 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 and interest on the Note all Available Tax Increment as defined in the Note. Such pledge is subordinate to the pledge of Available Tax Increment to any outstanding TIF Bonds and Interfund Loan, except as provided in this Resolution and the Agreement. 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. 1-11 upon the payment of all principal and interest to be paid with respect to the Note. 4.03. Additional Obligations. If the Authority issues any bonds or notes secured in whole or in part by Available Tax Increment, other than the TIF Bonds and the Interfund Loan, such additional bonds or notes are subordinate to the Note in all respects. 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 20th day of December, 2004 President ATTEST: _____________________ Secretary