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HomeMy WebLinkAbout03-05 - ADMIN Resolution - Economic Development Authority - 2003/06/02EDA RESOLUTION NO. 03-05 ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAXABLE TAX INCREMENT REVENUE NOTES, SERIES 2003A (PHASE 1) 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 Park Commons Tax Increment Financing District (the "TIF District') within Redevelopment Project No. 1 ("Project"), and have adopted a tax increment financing plan for the put -pose of financing certain improvements within the Project. In connection with the TIF District, the Authority and City have entered into an Amended and Restated Contract for Private Redevelopment between the Authority, City and Meridian Properties Real Estate Development LLC dated July 23, 2001, as amended by a First Amendment thereto dated March 3, 2003 (the "Agreement"). A portion of the rights of "Redeveloper" under the Agreement have been assigned to Excelsior & Grand LLC (hereafter the "Owner"). 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 Project. 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 Taxable Tax Increment Revenue Note in the maximum principal amount of $3,500,000 (the "Note") for the purpose of financing certain public costs of the Project. 1.02. Other Notes. In addition to this Note, the Authority has issued or intends to issue other taxable tax increment revenue notes pursuant to the Agreement, which notes are payable from other Phases within the Redevelopment Property, all as such terms are defined in the Agreement. This Note and the other notes issued under the Agreement are referred to collectively as the "Park Commons Notes." 1.03. Issuance, Sale, and Terms of the Note. The Authority hereby delegates to the Executive Director the determination of the principal amount of the Note and the date on which the Note is to be delivered, in accordance with the Agreement. The Note shall be issued to the Owner. The Note shall be dated as of the date of delivery, shall mature no later than February 1, 2026 and shall bear interest at the rate of 8.5% per annum from the date of original issue to the earlier of maturity or prepayment. The Note is issued in consideration of payment by Owner of certain Public Redevelopment Costs described in the Agreement, and will be issued in the principal amount equal to the amount of Public Redevelopment Costs submitted by the Owner and approved by the Executive Director in accordance—with the Agreement, but in no event more than $3,500,000. 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 inserted as of the date of issue: EDA Resolution No. 03-05 -2- UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY No. R-1 TAXABLE TAX INCREMENT REVENUE NOTE SERIES 2003A (Phase I) Date Rate of Original Issue 8.50% The St. Louis Park Economic Development Authority ("Authority") for value received, certifies that it is indebted and hereby promises to, pay to Excelsior & Grand LLC or registered assigns (the "Owner"), the principal sum of $ (the "Principal Amount"), together with interest on the unpaid balance thereof accrued from the date of original issue at the rate of 8.5% per annum (the "Stated Rate"). This Note is given in accordance with that certain Amended and Restated Contract for Private Redevelopment among the Issuer, the City of St. Louis Park ("City") and Meridian Properties Real Estate Development LLC dated as of July 23, 2001, as amended by a First Amendment thereto dated March 3, 2003 (the "Agreement"), the Redeveloper's interest in which has been assigned in part to the Owner; and by the authorizing resolution (the "Resolution") duly adopted by the Authority on June 2, 2003. 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") shall be paid on August 1, 2004 and each February 1 and August 1 thereafter to and including February 1, 2026 ("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 accruing from the date of original issue through and including February 1, 2004 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. 3. Available Tax Increment; Available Authority Funds. (a) Prior to issuance of the Certificate of Completion for all Phases of Minimum Improvements under the Agreement, payments on this Note are payable on each Payment Date solely from and in the amount of the "Phase I Available Tax Increment," which means, on each Payment Date, 97 percent of the Tax Increment attributable to the real property comprising Phase I (legally described as Lot 1, Block 1 and Lot 1, Block 2, PARK COMMONS EAST, according to the recorded plat thereof in Hennepin County, Minnesota) that is paid to the Authority by Hennepin County in the six months preceding the Payment Date, after payment or provision for payment of principal and interest then due on any outstanding GO TIF Bonds, and subject to the priority of payments toward the GO TIF Bonds described in Section 7.3(c) of the Agreement. EDA Resolution No. 03-05 -3- (b) On each Payment Date after issuance of the Certificate of Completion for all Phases of Minimum Improvements under the Agreement, the tern "Total Available Tax Increment" means 97 percent of the Tax Increment attributable to the Redevelopment Property after payment or provision for payment of principal and interest then due on any outstanding GO TIF Bonds, and subject to the priority of payments toward the GO TIF Bonds described in Section 7.3(c) of the Agreement; provided that Total Available Tax Increment is pledged ratably to all Park Common Notes (as defined in the Resolution) according to the outstanding principal amount of the Park Common Notes as of any Payment Date. (c) Phase I Available Tax Increment and Total Available Tax Increment will be calculated in accordance with Section 7.4(b)(5) of the Agreement. The Authority's obligations to pay Total Available Tax Increment on any Payment Date will be deemed fully satisfied if and when such payment is made in accordance with the allocation described in Section 7.4(b)(5) of the Agreement. If the owners of this Note and any other Park Commons Note (as defined in the Resolution) make inconsistent demands regarding the amount, of Available Tax Increment due on any Payment Date, the Authority may pay the disputed amount into escrow with a court of competent jurisdiction and permit such court to make a determination as to the appropriate recipient of such funds. All costs and expenses incurred by the Authority in connection with any such escrow or litigation thereto shall be paid from the funds so paid into escrow before any such funds are paid to any other recipient thereof. Upon the deposit of any such payment into escrow in accordance with this clause, the Authority's obligation with respect to making such payment will be deemed fully satisfied. (d) The pledge of Phase I Available Tax Increment and Total Available Tax Increment to the Note is subordinate in all respects to the pledge of Tax Increment from the TIF District to the GO TIF Bonds issued pursuant to the Agreement, whether issued before or after the date of issue of the Note. (e) The Authority shall have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than Phase I Available Tax Increment or Total Available Tax Increment, as the case may be, 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 such pledged revenues. 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, 2026. 4. Default. Upon an Event of Default by the Redeveloper 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. 5. Optional Prepay. 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. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this Note. 6. Nature of Obligation. This Note is one of an issue in the total principal amount of $ issued to aid in financing certain public development costs and administrative costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through 469.047, and is issued pursuant to the Resolution, and 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 the revenues pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of EDA Resolution No. 03-05 -4- 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 or interest on this Note or other costs incident hereto except from and to the extent of the revenues pledged hereto, 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 or 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 City Finance 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 miler 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 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 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 Excelsior & Grand LLC Federal Tax I.D. No. EDA Resolution No. 03-05 -5- 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) Re iQ stet. 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. EDA Resolution No. 03-05 -6- (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. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Note all Phase I Available Tax Increment and Total Available Tax Increment, under the terms and as defined in the Note. The pledge of Phase I Available Tax Increment and Total Available Tax Increment to the Note is subordinate in all respects to the pledge of such revenues to any GO TIF Bonds issued pursuant to the Agreement, whether issued before or after the date of issue of the Note. Phase I Available Tax Increment and Total 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 Phase I Available Tax Increment and Total Available Tax Increment, as the case may be, or at the Authority's sole discretion, Available Authority Funds in like amount. Any Phase I Available Tax Increment or Total 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. EDA Resolution No. 03-05 -7- 4.03. Additional Bonds. If the Authority issues any bonds secured by Tax Increment ( from the Redevelopment Property, other than the GO TIF Bonds issued pursuant to the Agreement (which bonds are superior to the Note in all respects), such additional bonds are subordinate to the Note in all respects. Notwithstanding anything to the contrary herein, the Note and all other Park Commons Notes are payable equally and ratably from Total Available Tax Increment to the extent provided in Section 3 of 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 approval. Reviewed for Administration: Attest: cretary Adopted by the Economic Development Authority on June 2, 2003 LaAXjAj resident