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HomeMy WebLinkAbout18-EDA-312EDA RESOLUTION 18 -EDA -312 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA A RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT AND ISSUANCE OF TAX INCREMENT NOTE WHEREAS, the Mounds View Economic Development Authority (the "Authority") was created pursuant to Minnesota Statutes, Sections 469.090 through 469.1082, as amended, and was authorized to transact business and exercise its powers by a resolution of the City Council of the City of Mounds View, Minnesota (the "City"); and WHEREAS, the Authority and the City have undertaken a program to promote economic development and job opportunities, promote the development and redevelopment of land which is underutilized within the City, and facilitate the development of affordable housing, and in this connection created a redevelopment district known as the Mounds View Economic Development Project (the "Project") in the City, pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as amended; and WHEREAS, following a duly noticed public hearing held on March 12, 2018 by the City Council of the City, the Board of Commissioners of the Authority (the `Board") approved the modification of the Redevelopment Plan for the Project (the "Redevelopment Plan") and approved a new tax increment financing plan (the "TIF Plan") for Tax Increment Financing District No. 1-6 (a housing district) (the "TIF District'), pursuant to Minnesota Statutes, Sections 469.174 through 469.1794, as amended (the "TIF Act'), all as described in a plan document presented to this Board; and WHEREAS, Boulevard Apartments, Limited Partnership, a Minnesota limited partnership (the "Developer), has proposed to acquire certain property within the TIF District and construct and develop a three-story, 60 -unit workforce rental building, including underground parking and storage (the "Minimum Improvements"); and WHEREAS, there has been presented before this Board a Contract for Private Development (the "Agreement") proposed to be entered into between the Authority and the Developer setting forth the terms of the development of the Minimum Improvements; and WHEREAS, pursuant to the Agreement, the Authority has proposed to issue a Tax Increment Revenue Note (the "TIF Note") in the maximum principal amount of $546,000, to reimburse the Developer for certain qualified costs related to the Minimum Improvements (the "Qualified Public Development Costs"); NOW THEREFORE, BE IT RESOLVED by the Mounds View Economic Development Authority as follows: The Agreement. The Board approves the Agreement in substantially the form on file in City Hall. The President and Executive Director are hereby authorized and directed to execute and deliver the Agreement. All of the provisions of Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and 5I7969v2 JAE MU205-47 effect from the date of execution and delivery thereof. The Agreement shall be substantially in the form on file with the Authority which is hereby approved, with such omissions and insertions as do not materially change the substance thereof, or as the President and the Executive Director, in their discretion, shall determine, and the execution thereof by the President and the Executive Director shall be conclusive evidence of such determination. 2. The TIF Note. 2.01. The Authority hereby approves and authorizes the President and Executive Director to execute the TIF Note. The Authority hereby delegates to the Executive Director the determination of the date on which the TIF Note is to be delivered, in accordance with Section 3.6 of the Agreement. 2.02. The TIF Note shall be in substantially the form set forth in Exhibit B of the Agreement, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue: 2.03. The TIF Note shall be issued as a single typewritten note numbered R-1. The TIP Note shall be issuable only in fully registered form. Principal of the TIF Note shall be payable by check or draft issued by the registrar described herein. Principal of the TIF 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 (as defined in the Agreement), whether or not such day is a business day. 2.04. The Authority hereby appoints the 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) The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the TIF Note and the registration of transfers and exchanges of the TIP Note. (b) Upon surrender for transfer of the TIF 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 TIF Note shall not be transferred to any person other than an affiliate, or other related entity, of the Developer unless the Authority has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Developer 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) The TIF Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. 2 517969v2 JAE MU205-47 (d) When the TIF 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) The Authority and the Registrar may treat the person in whose name the TIF Note is at any time registered in the bond register as the absolute owner of the TIF Note, whether the TIF 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) For every transfer or exchange of the TIF 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) In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new TIF 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 TIF 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 TIF Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such TIF 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 TIF 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 TIF Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new TIF Note prior to payment. 2.05. The TIF 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. hl case any officer whose signature shall appear on the TIF Note shall cease to be such officer before the delivery of the TIF 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 TIF Note has been so executed, it shall be delivered by the Executive Director to the Developer thereof in accordance with the Agreement. 3. Security Provisions of the TIP Note. 3.01. The Authority hereby pledges to the payment of the principal of the TIF Note all Available Tax Increment (as defined in the Agreement). Available Tax Increment shall be applied to payment of the principal of the TIF Note in accordance with the terms of the form of TIF Note. 3.02. Until the date the TIF 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 3 517969v2 JAI: MU205-47 maintain a separate and special "Bond Fund" to be used for no purpose other than the payment of the principal of the TIF Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment, subject to the terms of the Agreement. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority's account for the TIF District upon the payment of all principal to be paid with respect to the TIF Note. 4. Miscellaneous. 4.01. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Developer 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 TIF 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. 4.02. This resolution shall be effective upon full execution of the Agreement. Adopted on the 25' day of June, 2018. a4- Carol A. Mueller, President Attest: NV{le7/1lGn:y , Executive Director (SEA -1) 517969v2 JAE MU205-47