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HomeMy WebLinkAbout00-09 - ADMIN Resolution - Economic Development Authority - 2000/05/01EDA RESOLUTION NO. 00-09 ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS $3,531,853 TAX INCREMENT REVENUE NOTE, SERIES 2000A BE IT RESOLVED BY the Board of Commissioners ("Board") of the St. Louis Park Economic Development Authority, St. Louis Park, Minnesota (the "Authority") as follows: Section 1. Authorization; Award of Sale. 1.01. Authorization. The Authority and the City of St. Louis Park have heretofore approved the establishment of its Mill City Tax Increment Financing District No. (the "TIF District") within Redevelopment Project 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 $3,531,853 Tax Increment Revenue Note, Series 2000A (the "Note") for the purpose of financing certain public costs of the Project. 1.02. Issuance, Sale, and Terms of the Note. The Authority hereby delegates to the Executive Director the determination of the date on which the Note is to be delivered, in accordance with that certain Contract for Private Redevelopment between the Authority and MSP SLP Apartments, LLC dated April 3, 2000, as amended by the First Amendment thereto approved under Section 1.03 hereof (the "Agreement'). The Note shall be issued to MSP SLP Apartments, LLC (the "Owner"). The aggregate original principal amount of the Note shall equal from tirne to time the sum of the amounts advanced under the terms of the Note. The Note shall be dated as of the date of delivery, shall mature no later than February 1, 2022 except as otherwise provided in the Note, and shall bear interest at the rate of 8.75% per annum to the earlier of maturity or prepayment, accrued from the date of each Principal Advance as defined in the Note. 1.03. Contract Amendment Approved; Prior Resolution Superseded. The Authority approves the First Amendment to Contract for Private Redevelopment in substantially the form on file with the City. The Authority President and Executive Director are authorized and directed to execute the First Amendment, subject to modifications that do not alter the substance of the transaction and are approved by those officials, provided that execution of the document by those officials will be conclusive evidence of their approval. This resolution supersedes in all respects Resolution No. 00-08 approved by the Authority on April 3, 2000 in connection with issuance of the Note. 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: EDA Resolution No. 00-09 -2- UNITED STA'T'ES OF AMERICA STATE OF MINNESOTA COUNTY OF I ENNEPIN ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY No. R-1 $3,531,853 TAX INCREMENT REVENUE NOTE SERIES 2000A Date. Rate of Original Issue 8.75% The St. Louis Park Economic Development Authority ("Authority") for value received, certifies that it is indebted and hereby promises to pay to MSP SLP Apartments, LLC or registered assigns (the "Owner"), solely from the source, to the extent and in the manner hereinafter provided, the principal sum of $3,531,853, or so much thereof as has been from time to time advanced as hereinafter provided (the "Principal Amount"), together with interest on the unpaid balance thereof accrued from the respective dates of entry of each Principal Advance on the Principal Advance Ledger (as such terms are hereafter defined) at the rate of 8.75% per annum (the "Stated Rate"). This Note is given in accordance with that certain Contract for Private Redevelopment among the Issuer, the City of St. Louis Park ("City") and the Owner dated as of April 3, 2000, as amended by a First Amendment thereto dated May _ (the "Agreement"). Capitalized terms used and not otherwise defined herein have the meaning provided for such terms in the Agreement unless the context clearly requires otherwise. The amounts due under this Note shall be payable on each February 1 and August 1, (the "Scheduled Payment Dates") commencing August 1, 2002 and ceasing no later than February 1, 2022 (the "Final Maturity Date"), except to the extent the Final Maturity Date is extended as hereinafter provided. Payments shall be applied first to accrued interest, and then to unpaid principal. Interest accruing from the respective dates of entry of each Principal Advance on the Principal Advance Ledger through and including February 1, 2003 (except to the extent paid in part on any prior Scheduled Payment Date), will be compounded semiannually on February 1 and August 1 of each year and added to principal. Interest shall be computed on the basis of a year of 360 days and charged for actual days principal is unpaid The Principal Amount and accrued interest thereon is subject to prepayment at the option of the Issuer in whole or in part on any date after the date of original issue. 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 its postal address within the United States which shall be designated from time to time by the Owner. EDA Resolution No. 00-09 -3- Upon the Date of Original Issue or on any date thereafter through December 31, 2001, the Owner may request the Issuer to enter an advance of principal under the Note (a "Principal Advance") on the ledger of such advances maintained by the Registrar (the 'Principal Advance Ledger"), by submitting to the Issuer a certificate (the 'Principal Advance Certificate") signed by the Owner's duly authorized representative, containing the following: (i) a statement that each cost identified in the Principal Advance Certificate is a Public Redevelopment Cost as defined in the Agreement and that no part of such cost has been included in any previous Principal Advance Certificate or any disbursement from grant proceeds under Section 3.6 of the Agreement; (ii) evidence that each identified Public Redevelopment Cost has been paid or incurred by or on behalf of the Owner, and (iii) a statement that no uncured Event of Default by the Owner has occurred and is continuing under the Agreement. Within 15 days after receipt of the Principal Advance Certificate, the Issuer shall, if the Authority Representative has determined that all the aforementioned requirements have been satisfied, so notify the Owner and direct the Registrar to enter the amount requested in the Principal Advance Ledger, such entry being dated as of the date of the Principal Advance Certificate, provided that the aggregate amount of sums entered on the Principal Advance Ledger shall not exceed $3,531,853. The Issuer may, if not satisfied that the conditions described herein have been met, return the Principal Advance Certificate with a statement of the reasons why the Principal Advance Certificate is not acceptable and requesting such further documentation or clarification as the Issuer may reasonably require. Failure by the Authority to notify the Owner of any objections within 15 days after receipt of the Principal Advance Certificate will be deemed acceptance thereof. This Note, and interest accrued on this Note, are payable solely from Available Tax Increment, which means 94.75% of the tax increment that is generated with respect to the Redevelopment Property and remitted to the Issuer as tax increment pursuant to Minnesota Statutes, Sections 469.174 to 469.179 in the six months before each Scheduled Payment Date. The Issuer shall have no obligation to make any payment on any Scheduled Payment Date if, as of such date there has occurred and is continuing any Event of Default on the part of the Owner as defined in the Agreement. If the Event of Default is thereafter cured in accordance with the Agreement the Available Tax Increment as of such Scheduled Payment Date shall be deferred and paid, without interest, on the next Scheduled Payment Date after the Event of Default is cured. If an Event of Default is not timely cured and the Issuer elects to terminate its obligations under the Agreement, the Note shall be deemed terminated and the Issuer shall have no further obligations hereunder. The Issuer shall have no obligation with respect to the amount of any Principal Advance, and no interest shall accrue thereon, until the date of entry of such amount on the Principal Advance Ledger in accordance with the terms of this Note. The Issuer makes no representation or covenant, express or implied, that the Available Tax Increment will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable hereunder. The Issuer shall have no obligation to pay any portion of the Principal Amount or accrued interest thereon that remains unpaid after February 1, 2022, except as otherwise provided in the following paragraph. EDA Resolution No. 00-09 -4- If the following conditions exist: (1) the Redevelopment Property is assigned an assessor's market value as of January 2, 2001 that exceeds the market value as of January 2, 2000; and (2) there is any unpaid principal or accrued interest on this Note after the payment of Available Tax Increment on February 1, 2022, then payments will be made on August 1, 2022 and February 1, 2023 ("Additional Payment Dates") in accordance with the terms of this paragraph. On the Additional Payment Dates, the Authority will pay the lesser of (i) the outstanding principal and accrued interest on the Note, and (ii) the Available Tax Increment that is attributable to the Differential Value and is received by the Authority in the six months before each Additional Payment Date. The term "Differential Value" means amount by which the minimum market value in the Assessment Agreement for the Redevelopment Property exceeds the assessor's estimated market value for that property as of January 2, 2001. This Note is issued for the purpose of financing certain public redevelopment costs in connection with a project undertaken by the Issuer pursuant to Minnesota Statutes, Sections 469.001 to 469.047 and is issued pursuant to the resolution of the Issuer adopted on May _, 2000 (the "Resolution") duly adopted by the Issuer pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.1.74 to 469.179. This Note constitutes a bond within the meaning of Minnesota Statutes Section 469.174, Subd. 3 and Section 469.178. This Note is a limited obligation of the issuer, payable solely from moneys pledged to the payment of the Note under the Resolution. The Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota, or any political subdivision thereof, including, without limitation, the Issuer. Neither the State of Minnesota, nor any political subdivision thereof, including, without limitation, the Issuer, shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except from the revenues and receipts pledged therefor, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof, including, without limitation, the Issuer, is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 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 Issuer kept for that purpose at the principal office of the Registrar, 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 Issuer, 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 Issuer 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 Issuer has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the Issuer, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. Transfer of the ownership of this Note to a person other than one permitted by this paragraph without the written consent of the Issuer shall relieve the Issuer of all of its obligations under this Note including the payment of any outstanding Principal Amount and interest thereon. 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. EDA Resolution No. 00-09 -5- IN WITNESS WHEREOF, the Board of Commissioners of the St. Louis Park Economic Development Authority have 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. ST. LOUIS PARK 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 Finance Director, in the name of the person last listed below. Date of Signature of Registration Registered Owner City Finance Director MSP SLP Apartments, LLC 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. 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 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, the Principal Advance Ledger as defined in 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 EDA Resolution No. 00-09 -6- 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) ImprolLer 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 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 in accordance with the Agreement. EDA Resolution No. 00-09 -7- Section 4. Security Provisions. 4.01. PledM. 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 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. Bond Fund. Until the date the Note is 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 Note. The Authority irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment (or, at the Authority's sole discretion, Available Authority Funds in the amount, together with Tax Increments, of Available Tax Increments). Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority's account for the TIF District, and any Available Authority Funds shall be transferred to any Authority account as directed by the Executive Director, upon the payment of all principal and interest 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. Approved by the Board of Commissioners of the St. Louis Park Economic Development Authority this 1st day of May, 2000. Rev�ed for Administration: �nstr�ation: 04 Executive Director President Attest: YDA Secretary