EDA Resolution 2018-15CITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. 2018-15
RESOLUTION AWARDING THE SALE OF, AND
PROVIDING THE FORM, TERMS, COVENANTS AND
DIRECTIONS FOR THE ISSUANCE OF A TAX
INCREMENT REVENUE NOTE TO RIVERTOWN
RESIDENTIAL SUITES, LLC.
BE IT RESOLVED BY the Board of Commissioners ("Board") of the City of Monticello
Economic Development Authority, Monticello, Minnesota (the "Authority") as follows:
Section 1. Authorization: Award of Sale.
1.01. Authorization. The Authority and the City of Monticello have approved the
'establishment of its Tax Increment Financing District No. 1-40 (the "TIF District") within
Central Monticello Redevelopment Project No. 1 ("Redevelopment Project"), and have adopted
a tax increment financing plan for the purpose of financing certain improvements within the
Redevelopment 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 redevelopment costs of the
Redevelopment 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 Tax Increment
Revenue Note (Briggs Housing Project) (the "Note") for the purpose of financing certain public
redevelopment costs of the Redevelopment Project.
1.02. Approval of Agreement; Issuance, Sale, and Terms of the Note. (a) The
Contract for Private Redevelopment between the Authority and Rivertown Residential Suites,
LLC (the "Owner"), as presented to the Board, is hereby in all respects approved, subject to
modifications that do not alter the substance of the transaction and that are approved by the
President and Executive Director, provided that execution of the Agreement by such officials shall
be conclusive evidence of approval. Authority staff and officials are authorized to take all actions
necessary to perform the Authority's obligations under the Agreement as a whole, including without
limitation execution of any documents to which the Authority is a party referenced in or attached to
the Agreement, all as described in the Agreement.
(b) The Authority hereby authorizes the President and Executive Director to issue the
Note in accordance with the Agreement. All capitalized terms in this resolution have the
meaning provided in the Agreement unless the context requires otherwise.
(c) The Note shall be issued in the maximum aggregate principal amount of $785,000 to
the Owner in consideration of certain eligible costs incurred by the Owner under the Agreement,
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shall be dated the date of delivery thereof, and shall bear interest at the lesser of Owner's actual
mortgage financing rate or 5.50%, from the date of issue per annum to the earlier of maturity or
prepayment. The Note will be issued in the principal amount of Public Redevelopment Costs
submitted and approved in accordance with Section 3.3 of the Agreement. The Note is secured
by Available Tax Increment, as further described in the form of the Note herein. The Authority
hereby delegates to the Executive Director the determination of the date on which the Note is to
be delivered, in accordance with the Agreement.
Section 2. Form of Note. The Note shall be in substantially the form attached hereto
as Exhibit A. with the blanks to be properly filled in and the principal and interest rate amounts
adjusted as of the date of issue.
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 and the registration of
transfers and exchanges of the Note.
(b) Transfer of Note. Subject to Section 3.03(d) hereof, within 15 days after
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, and consent to such transfer by the Authority if required pursuant to the
Agreement, 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. 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.
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(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 reasonably 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,
Termination 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 Available Tax Increment as defined in the Note.
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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 on or before each Payment Date the
Available Tax Increment in an amount equal to the Payment then due, or the actual Available
Tax Increment, whichever is less. Any Available Tax Increment remaining in the Bond Fund
shall be transferred to the Authority's account for the TIF District upon the termination of the
Note in accordance with its terms.
4.03. Additional Obligations. The Authority will issue no other obligations secured in
whole or in part by Available Tax Increment unless such pledge is on a subordinate basis to the
pledge on 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.
Approved by the Board of Commissioners of the City of Monticello Economic Development
Authority on July 11, 2018.
ZkIlk
P esident
ATTEST:
rcut�iiveEriirector
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