HRA RES 1985-20 - 00013756,
RFSOI.UTION N0. HRA 20 - 1985
A RFS�,UTION PNIARDING 7S3E SALE OF $5,603,755.80 LIMITED
REUES][JE CAPITAL APPRECIATION TAX INQ2EMENT NOTE OF 1985;
FIXING ITS FORM AND SPECIFICATTONS; DIRECTING ITS
EXEQJTION AI�ID DII.IVERY; AI�ID PRpVIDING FI�R ITS PAYMQ�T
BE IT RFSCg,VID by the Board of ConNUSSioners (the "Board") of tYze Housiny and
Redevelo�nent Authority in and for the City of Fridley, Minnesota (the
"AUthority"), as follaas:
1. To finance pro�ect activities consisting of land aoquisition and related
Fublic improvements w rthin and for the benefit of the Authority's Tax
Inerenent Financing District No. 6 and its Hausiny Reu�evelo�anent Pro�ect Ido.
1, as the Authority has obliqateG or will ebligate itself to undertake
pursuant to a certain Contract for Private Redevelognent between the Authority
and Lake Pointe Irroestment Com�any, it is necessary ana e:spedient for the
Authority to issue the Note herein authorized.
2. The bid of Woodbridge Properties Real Estate Levela�xnent Func] II, a
Linuted Partnership (the "PUrchaser"), to purchase the Authority's
$5.603,755.80 Lunited Revenue Capital Appreciation Tax Incranent Note of 1985
(the "Note") is hereby found and detexmined to be an acce�table bid and shall
' 6e and is hereby accepted, such bid being to purchase the Ivote at a price of
$5,603,755.80 gl.us accrued interest, if any, to cate �f delivery, the riote to
6e issued substantially upon the terms contained in the form thereof set out
in p�ragra�h 5 of this resolution.
3. The Authority shall forthwith issue and sell its L unitetl Revenue Capital
Appreciaticn Tax Increnent Note of 1985, in the total prinicpal amount of
$5,603,755.80. The Note shall be dated as of the date cf delivery thereoi «rsc
shall t�e issued in f ully registered form without interest coupons.
4. The Note shall be g�yable by the Authority, which shall act as recistrar
and transfer agent for the Note. or by its duly ap�:ointed and qualified
successor thereto (such agent or successor hereir, referred to as the "Note
Registrar").
5. The Note shall be in substantially the follaair.y form:
No. R - 1 $5,603,755.&0
UNITID STATFS OF AIvIERICA
STATE OF P1II�7NF.,GTA
CIXINPY OF ANOIZ23
CITY OF FRIDI,�Y
LIMITED REVIIV[IE CAPITAL APPREQATION TAX INCREP9ENT NOTE
' The Housing and Redevelopment Authority in and for the City of Friclley,
NLinnesota (the "Authority"), hereby acknaaleclges itself to be indebtecl and,
for value received, promises to pay to Woocibriclge Prcperties Rea1 Estate
Develognent Fund II, a Limited Partnershig, or registered assic�ns (the
"Registered Owner"), solely from the source, to the e�ent, and in the rnanner
hereir�after provided, the princi�al amounts cf this Note (the "Prirci�l
Amoimts"), together with interest thereon accrued f rom the date hereof anci
Page 2- Resolution No. HRA 20 - 1985
compounded in the manner hereinafter proviaed at the a��proximate rates of
' interest (the "Approximate Interest Rates"), on the aates (the "Scheduleo
Payment Ll3tes"), respectively, as follavs (said Princi�l Amounts �lus said
accrued interest to the Schedule Payment Dates being, respectively, the
"Schedule Payments"):
'
Princi�l
Amots�ts
$ 233,291.25
222,712.50
209,535.00
199,792.50
187,305.00
178,387.50
253,552.00
241,080.25
221,415.25
210,122.25
194,677.75
184,529.00
173,989.25
164,881.25
229,653.00
217,574.50
204,858.50
194,038.00
244,436.80
278,760.00
250,125.00
236,394.00
223,408.20
211,126.20
199,534.20
188,576.65
$5,603,755.80
Approximate
Interest Rates
9.500
9.500
9.750
9.750
10.000
10.000
10.350
10.350
10.750
10.750
11.000
11.000
11.050
11.050
11.100
11.100
11.150
11.150
11.250
11.250
11.625
11.625
11.625
11.625
11.625
11.625
Scheciul ed
Payrnent Dates
2/1/91
8/1/91
2/1/92
8/1/92
2/1/93
8/1/93
2/1/94
f3/1/94
2/1/95
8/1/95
2/1/96
8/1/96
2/1/97
8/1/97
2/1/98
8/1/98
2/1/99
E3/1/9�3
2/1/00
8/1/00
2/1/Ol
8/1/O1
2/1/02
E3/1/02
2/1/03
8/1/03
SchecsuleG
Payments
375,000
375,000
375,000
375,000
375,000
375,000
575.000
575,000
575,Q00
575,000
575,000
575,000
S75,Q00
575,000
850,000
850,000
850,000
85D,000
1,3E0,000
I,380,000
1,380,000
1,380,000
1,380,000
1,380,000
1,380,000
1,380,000
Upon 30 days prior written notice fran the autharity to the Regi�tered Owner,
the Scheduled Payments are sub�ect to preF;ayment at the option of the
Authority, and in certain circwnstances specified below are sub�ect to
rr.anc3atoxy prepayment by the Authority, ir. inverse order of the Scheduled
Payment Dates, in whole or in �rt, on Fetruaxy 1, 1986, and on each August 1
and February 1 thereafter, at a reclemption price equal to the res�,ective
accreteo values thereof (the "Accreted V�lues") on the date ot such
prepayment, as stated per $ of the Principal Amourts in the
Accreted Value Tahl es, respectively, attacheci to and mac,e a�art of this Pdote.
The interest portion
Scheduled Payment on
' an Accreted Value on
Scheduled Payment o�
corresponding Princi
c13te hereof on said ,
Rate anc, compounded
12 30-day morrths.
of any payment on this Note, whether of payrrent of a
the corresponding Scheduled Payment l:�te er of g�yment of
a prepayment date, is the difference laetween (1) the
the Accreted Value, as the case may be, und {2) the
�1 Amo�mt, such difference re��resentiny interest fratl the
'rincig3]. Amoimt at the corres�ronding Approxu�te Interest
emi-annually on the t��is of a 360 ciay year consistiny ot
Page 3- Resolution No. HRA 20 - 1985
Each g�zyment on this Note is �ayable in any coin or currency of the Unite�
' States of America which on the date of such �yment is legal tender for public
and grivate debts and shall be made by check or draf t raade payable to thE
_ Registereci Raner ard mailed to the Registereti Owner's ac�dress, as such name
and address of Fcegistered O,�rner appear on the registraticn books mair�tained hy
the Authority for the Note (the "Note Register") at the en� of the 15th Gay of
the month prior to the date of such �ayment.
The Note is a s�:ecial and linuted obligations of the Authority whicki has been
issuec7 by the Authority in f ully registered form without interest cougons
pursuant to and in full oonformity with the Constitution anci laws of the State
of NLinnesota, including NTinnesota Statutes, Sections 462.551 and 273 J7 (c) , to
aid in financing a"pro�ect", as therein definecl, of the Authority consistir,y
generally of defraying certain public redevelogn�ent casts incurrec� and to be
incurred by the Authority withirr and for the benef it of its Housiny and
Redevelognent Pro�ect No. 1(the "Redevelognent Pro�ect").
The Scheduled Payn�ents of this Note due ir� any calendar year are �ayable
solely fr�n ancz only to the extent that the Authority shall have receYVed in
that calenaar year Available Tax Increments, hereby �efined to be the
aggregate amowzt of tax increnents received by the Autharity in that calendar
year frcan its Tax Increnent Flnanciny District hio. 6 within the kedevelo�tnent
Pro�ect, which exceed the amount of the principal ancl interest due ii� th�t
calendax year on the $3,915,000 princi�l �no�utt of certain bonds (the "Prier
Lien Bonds") issued or to be issued by the City of Fric7ley, Plinnesota (the
"City"), at the request and for the benefit of the Authority, which Prior Lien
' Bonds have a lien on such tax increnents prior �nc] auperior to this Note, all
�ursuant to and as more fully specified in a certain Tax Increment Pledge
Agregnent, c7ated as of Dec�nber 1, 1985 (the "Pledye Agreenent"), e:;ecutec or
to be executec3 by and between the Authority anci the City in connecticn with
the issuance of the Prior Lien Bonds, to which Plenge Agreement refererice is
hereby maae for e� fuller statanent of the e�ctent to which such tax increments
are first pledged to the Prior Lien Boncis and secondly to this Note.
The Authority shall �y in each calendar year to the kegistere6 Owner the
lesser of the Available Annual Increments, as and vrhen receivec7 by the
Authority durir�g that year, ana the total of the Schedule Payments due hereon
in that year, and to the extent of such �yments, whether made ira full or in
�rt, whether on or after the app].icable Schedule Fayment Date cr Dates, the
Authority's ohligation with respect to such Scheduled Payment:, shall k�e de�ed
fully discharged, without default of any kind hereon or otherwise on the part
of the Authority, without the payment of ar,y adUitional interest or other
amoimts oue to any late �ayment thereof, and without any further obliyation or
liability of or Fayment by the Authority therei-rom or arising with respect
thereto.
As fLrther provided in the Pledge Agreement, if irA any calenciar year the
Available Annual Increnents exceed the total of Scheduled Payments due in that
year, the Authority shall first a�ply such excESS to the prepayment of the
Prior Lien Bonds, to the extent such Bonds are prepayable in that caler.d-ar
year, shall apply any then resulting remainder to efiect a rnandatorp
, recaem�tion of this Note, to the extent thrs Note is pre��ayable in that
calendar year, and shall ai�ply ariy then resulting ranuirder irs accordancE with
the Pledqe Agreenent.
Page 4- Resolution Nc. HRA 20 - 1985
If that c�rtain Contract for Frivate Redevelopnent, dated in December of 1985,
' by and between the Authority and Lake Pointe Investment Corn�r�y, a Limited
Partnership, shall terminate pursuant to Section 3.6 thereoi, the Flvailable
Annual Incranents shall for each year thereaf ter be deemed to be zero, and
this Note shall thereupon be automatically cancelled, without f urther
obligation herean of the Authority whatsoever.
This Note shall not be Fayable fran or constitute a charge upon any funcis of
the Authority, and the Authority shall not be sub�ect to any liability hereon
or be deenied to have obligated itself to g3y hereon fram any furids except the
Availahle Annual Increnents, and then only to the extent and ir� the marmer
herein specified.
The Registerecl Owner shall never kiave or be dea�ed to have the right tc, compel
any exercise of any taxing power of the Authority or af ar:y on the public
bociy, and neither the Authority nor any Dixector, Commissioner, Council
memr.sr, Board m�nber, Offic:er, FSnployee or F,gent of the F�uthorxty, nor any
�erson executing or registering this Note shall be liable personally hereon by
reason of the isst;ance or registration hereof or othexwise.
This fiote may te transferred or exchanged, includinc� excharEges for seriulizea
Notes containing one or more Scheduled Payments, but only upon the Note
Register ancl only by the Regi�tered Owner or its attorney duly authorized in
a�riting, upon surrender hereof together with a 6uly executed written
instrimient of transfer satisfactory to the Authority, actiny as Note
Registrar, whereupon the Note Registrar shall authenticate artd deliver in the
' name of the designated transferees a new registereca Note or Dlates of the same
aggregate amoimt of Schedule Payments, corres�onding Scheauled Payrient Dates,
Approximate Interest Rates, and other terms hereof. Only the Registered Owner
shall be entitleo to receive the �rincipal payments on this Note, and the
Authority may treat the Registered Owner as the �bsolute owr!er hereof for �11
other purposes whatsoever.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things
requirea by the Constitution and laws of the State of Nzru7esota to k:e dene, t-o
have hap�ened, and to be Ferformed precedent to and in the issuance of this
Note have been done, have happened, and have been g,erformed in regu7.ar anc� due
form, time, and m�uuier as required by law; and that this Note, together with
all other indebtedness of the Authority Outstanding on the date hereof and on
the date of its actual issuance ano7 delivery, does not cause the indebtec�ness
of the Authority to exceed any constitutional or statutory luritatian thereon.
IN WITNESS b�7HEREOF, the Housing and Redevelo�anent Authority in and for the
City of Friclley, Minnesota, L� its Boarci of Canunissioners, has caused this
Note to be executed by the manual si,natures of t1e Chaixman of the Baarct of
Cosanissioners and the Executive Director of the Authorzty; has causec� this
Note to be executecl manually by the Executive Lirector, actiny on behalf of
the Authority as Note Registrar; and has causec; this Note to be d-utea December
__, 1985.
' (manual sic�ature) (manual si�ature)
Executive Director Chai rn�ari of the Eoarc of
Canut¢[aissioners
1
Page 5- Resolution No. HRA 20 - 1985
CERTIFICATE OF' RE]GISZRl�TION
It is hereby certifled that, at the request cf the Registerecl Owner of this
Note, the imdersicg�ed has this day registered the Note in the nanle of such
Registered Owner as indicate� in the registration blank below, on the books
kept by the imdersigned for such purFoses.
DI�1[�1E OF
P,EIGISTERID �IP�
Woodbric3ge Properties
Real Estate Develo�znent
Fund II, a Linutea
Partnership
DATE OF
R�I57RATION
December _, 19F35
SIGNA7i7RE OF
EXEQ7TIVE DIFEC1t7R
6. The Note shall be executec� on behalf of the F�utharity by the rnanual
siynatures of the Executive Director and the Chairn�an and shall be cluly
authenticated by the manual siynature of the Executive Director. The r3ote,
when fully executed, shall be clelivered by the Executive Director to the
Fvrchaser u�on receipt of the �-urchase price, �nd the Purchaser shall r_ot be
obligated to see to the proper a�Xzlrcaton thereof.
' 7. The Authority hereby pledges to the payment of the Nate, solely to thE
extent, fr� the extent, fran the sources, and in the m�nner provided therein,
ta� increnents derived fran the Authority's Tax Ir�cranent Financing District
No. 6 which are not othexwise gledged to the $3,915,000 aggregate amount of
Varlable Rute Deman� General Obligation Tax Increment Borids which the
Authority has requested the City ot Fridley, Minnesota, to issue on the
Authority's behalf, as such tax incxements are er will 6e pledgeo to eaid
Bonds in a manner superior to the gledge in tkie Note cf such tax increnents to
the Note, all pursuant to that certain Tax Incrernent Pledye Agreement, dated
as of December 1, 1985, ty ancl between the Authority and sair� City. This Ivote
is a special and limitec3 obliqation of the Authority, �yable solely ir.
accordance with its terms and the texms herecf.
8. The officers of the Authority are hereby authorized and directed to
pre�re and turnish to the Purchaser and to the attorneys appra�ing the Note,
certified copies of proceeainys and records of the Authority relating tc the
Note and to the financial condition and affairs of the Authority, and to
furnish such other certificates, affidavits, and transcripts as map be
required to shaa facts within their knowleGge or �s shown by the books ana
records in their custodp and under their contxol relatiny to the validity and
marketability of the Note, and such instruments, inclucding ana heretofore
furnished, shall be deeneo re�,resentations of the Authority as to the facts
stated therein.
9. The Authority convenants and agrees with the P.egistered Owrxers f roni time
' to time of the Note that the Authority wil.l riot take ar �rmit to �e takei: by
any of it� officers, anployees, or agents any action which woLLld cause the
interest of the Note to become sub7ect to taxation under the Internal Reveriue
Code of 1954, as amended, and regulations issuec3 thereunder, as now exisitng
or as hereafter �nended or proposed and in effect at the time as such actian.
Page 6- Resolution No. HRA 20 - 1985
PASSED AND ADOFPEU BY TH� FRIDLEY HOUSING AND REDEVEI,GPh`IENT AUTHOPSTY THIS
, 127.I3 DAY OF DECENJBIIt, 1985 �-� /
� j �
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u r�w�;c� �. cbrm�RS - aiar�r�N
AZTFST:
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NASIM M. QURFSHI - DIRECPOR
1
'