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I. CALL TO ORDER
HOPKINS HRA SPECIAL MEETING
July 19, 2011
7:20 p.m.
II. CONSENT AGENDA
ITEM 2011-10 Amendment to the Note and Mortgage -
Marketplace Holdings, Inc.
ITEM 2011-11 Amended Option Agreement - Marketplace
Townhomes Holdings, Inc.
Board Action:
III. NEW BUSINESS
ITEM 2011-09
Board Action:
IV. ADJOURNMENT
Board Action:
Authorize Issuance of Tax Increment Financing
Notes for the Marketplace & Main Project
Recommendation: adopt HRA Resolution 478
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HALVERSON
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ROWAN
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YOUAKIM
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GENELLIE
ELVERUM
HOPKINS HRA SPECIAL MEETING
July 19, 2011
7:20 p.m.
II. CONSENT AGENDA
ITEM 2011-10 Amendment to the Note and Mortgage -
Marketplace Holdings, Inc.
ITEM 2011-11 Amended Option Agreement - Marketplace
Townhomes Holdings, Inc.
Board Action:
III. NEW BUSINESS
ITEM 2011-09
Board Action:
IV. ADJOURNMENT
Board Action:
Authorize Issuance of Tax Increment Financing
Notes for the Marketplace & Main Project
Recommendation: adopt HRA Resolution 478
G\ -TY OF
I*
• July 14, 2011 N O P K I N S HRA Report 2011-10
AMENDMENT TO MORTGAGE AGREEMENT — MARKETPLACE & MAIN
Proposed Action
Staff recommends adoption of the following motion: Move to approve the
Amendment Agreement between the Hopkins HRA and Marketplace Holdings,
Inc.
Overview
The HRA and Marketplace Holdings, Inc. have entered into a contract for private
redevelopment for the redevelopment of the former Hopkins Honda body shop
site. The agreement detailed the financial assistance that would be provided to
the project (including a $900,000 loan) and certain timelines that were to be met
in order to receive the assistance for the proposed project, Marketplace & Main.
Through previous actions by the HRA, five amendments to the contract for
private redevelopment have been approved. The fourth amendment to the
contract moved the date by which repayment of the $900,000 loan is due to HRA
if the project has not been started to August 31, 2011. It will be forgiven if Phase
1 of the project is completed.
The amendment to the mortgage agreement is necessary to be consistent with
this date and was drafted by Jerry Steiner, attorney for the HRA.
Primary Issues to Consider
The proposed amendment reflects the terms that were agreed to in the amended
contract for private redevelopment, previously approved by the HRA.
Supporting Documents
E
Kefstd'n Elybrum /1'
Director of Planning & Development
Financial Impact: $ 0 Budgeted: Y/N Source:
Related Documents (CIP, ERP, etc.):
Notes:
•
This is a mortgage amendment, as defined in Minnesota Statutes, Section 287.01,
subdivision 2, and as such it does not secure a new or an increased amount of debt.
AMENDMENT AGREEMENT
This Agreement is made as of the day of , 2011, by and among
Marketplace Holdings, Inc., a Minnesota corporation ("Borrower") and the Housing and
Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic
("Lender").
RECITALS:
A. Borrower executed and delivered to Lender a Promissory Note in the original
principal amount of $900,000.00 dated April 9, 2007, (the "Note"), which Note is secured by a
Mortgage, Security Agreement and Fixture Financing Statement dated April 9, 2007, executed
by Borrower and recorded in the office of the Hennepin County Recorder on
, 2007, as Document No. and in the office of the
Hennepin County Registrar of Titles on 2007, as Document No.
(the "Mortgage"). The Note, the Mortgage and all other documents
executed in connection with the loan evidenced thereby, including this Amendment are herein
referred to as the "Loan Documents."
B. The Mortgage is recorded as a lien against the real property legally -described in
Exhibit A attached hereto (the "Property").
C. Mortgage registration tax in the amount of $ was paid to the
Hennepin County Treasurer at the time the Mortgage was filed. No additional advances are
being made under the Mortgage in connection with this Amendment except as originally
required under the Mortgage.
D. Borrower has requested that Lender extend the Maturity Date, as defined in the
Loan Documents, and otherwise modify the terms and conditions of the Loan Documents as
stated in this Amendment.
• E. Lender is willing to extend the Maturity Date and amend the Loan Documents
upon and subject to all of the terms and conditions stated in this Amendment.
HopCivil/MortgageAmendment-Marketplaceclean 1
NOW, THEREFORE, to induce Lender to amend the Loan Documents, as requested by
Borrower and in consideration of the mutual covenants contained herein, the parties hereby agree
as follows:
1. Maturitv Date. The "Maturity Date" defined and stated in the Note and the date
on which the balance of the Note is due and payable, as stated in the Mortgage, is changed from
August 31, 2008, to August 31, 2011.
2. Subordination of Mortgage. The Mortgage is presently subordinated to a
$700,000.00 first mortgage granted by Borrower to Commerce Bank, a Minnesota banking
corporation, filed for record , 2007 as Document No.
(the "Commerce Bank First Mortgage"). The Mortgage shall continue to be subordinate to the
Commerce Bank First Mortgage. Borrower intends to obtain construction and permanent
mortgage financing in an amount not to exceed $ to finance construction
and development of "Phase I", as defined in the Redevelopment Contract, (the "Construction
Mortgage"). The proceeds of the Construction Mortgage shall be used to pay off the Commerce
Bank First Mortgage and to pay the cost of completing the Phase I improvements. Lender agrees
that it shall subordinate the Mortgage to the Construction Mortgage, provided the Commerce
Bank First Mortgage is simultaneously paid and satisfied. Lender, Borrower and the
Construction Mortgage lender shall enter into an Intercreditor Agreement at the time of such
subordination stating the terns and conditions for subordination of the Mortgage to the
Construction Mortgage.
At the time of execution of this Amendment, Lender shall be entitled to obtain a so-called t.
"date down endorsement" to the existing mortgagee's title insurance policy insuring the lien of
the Mortgage, which endorsement shall insure that the Mortgage is subordinate only to the
Commerce Bank First Mortgage or the Construction Mortgage, as applicable. Borrower shall
pay all fees and expenses associated with obtaining the date down endorsement.
In the event Borrower commences construction of the Phase IIA improvements (as
defined in the Redevelopment Contract) before completion of the Phase I improvements and
release of the Mortgage in accordance with the terns and conditions of the Loan Documents,
Lender agrees that it shall subordinate the lien of the Mortgage to the construction loan for the
construction of the Phase IIA improvements, but in an amount not to exceed a construction
mortgage lien of $255,840.00. As a condition of Lender's agreement to so subordinate the lien
of the Mortgage, the Commerce Bank First Mortgage shall be satisfied at the time of
subordination of the Mortgage and Lender shall not be required to subordinate the Mortgage to
any other mortgage.
3. Contract for Private Redevelopment. All references in the Loan Documents to
the Contract for Private Redevelopment between Borrower and Lender dated February 20, 2007,
are modified to instead refer to the First Amended and Restated Contract for Private
Redevelopment by and between Borrower and Lender dated , 2009.
All references in the Loan Documents to the "Redevelopment Contract" shall mean and refer to
said First Amended and Restated Contract for Private Redevelopment, and all Amendments
thereto. 9
HopCivil/Mortgage?anendtnent-Nlark etpl acccIcan 2
•
4. References. Release of Parcel IIB. Whenever any reference is made in any of
the Loan Documents to the "Note", each such reference shall be deemed to refer to the Note, as
amended hereby. Whenever any reference is made in any of the Loan Documents to the
"Mortgage", each such reference shall be deemed to refer to the Mortgage, as amended hereby.
Parcel IIB has been released from the lien of the Mortgage. Exhibit A hereto replaces Exhibit A
to the original Mortgage. When used in the Loan Documents and this Amendment, the phrases
"Phase I" and "Phase IIA" shall have the meanings stated in the Redevelopment Contract; the
phrase "Parcel IIA" shall have the meaning stated in the Redevelopment Contract, and such
phrases shall also mean and refer to the descriptions of those parcels in Exhibit A attached
hereto.
5. Continuing Effect. This Amendment is incorporated in and made a part of the
Loan Documents. All terms, stipulations, provisions, conditions and covenants of the Loan
Documents are reaffirmed shall remain in full force and effect except as expressly modified
herein, and nothing herein contained shall be construed to impair the security or lien of Lender,
or to affect or impair any rights or powers which Lender may have under any of the Loan
Documents, except as expressly amended hereby. The Loan Documents state the entire
agreement between Borrower and Lender with respect to the loan evidenced by the Loan
Documents. Lender has no further obligations or commitments to the undersigned with respect
to such loan except as expressly set forth in the Loan Documents, as amended by this
Amendment.
6. Costs and Expenses. Borrower agrees to pay all out-of-pocket costs and
expenses incurred by Lender in connection with the preparation, execution, delivery, review and
recordation of this Amendment, including without limitations, attorneys' fees, recording fees and
title insurance premiums.
7. Binding Effect. This Amendment shall be binding upon and inure to the benefit
of the parties hereto and their respective heirs, administrators, successors and assigns.
8. Governing Law. The Note and this Amendment shall be governed by and
construed in accordance with the laws of the State of Minnesota.
9. Counterparts. This document may be executed in any number of counterparts
and each counterpart when executed and included with the others will be considered as one
document.
HopCivil/MortgageAmendment-Marketplaceclean
IN WITNESS WHEREOF, the parties hereto have set their hands as of the day and year
first above written. (a
MARKETPLACE HOLDINGS, INC.
B
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
William H. Beard, President
The foregoing was acknowledged before me this day of
2011, by William H. Beard, the President of Marketplace Holdings, Inc., a corporation under the
laws of Minnesota, on behalf of the corporation.
Notary Public
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY is
OF HOPKINS
By
B
STATE OF MINNESOTA )
ss.
COUNTY OF HENNEPIN )
Its Chairman
Its Secretary
The foregoing was acknowledged before me this day of ,
2011, by the and
the of the Housing and
Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic, on
behalf of the Authority.
Notary Public
HopCivil/MortgageAmendment-M ai ketplacec lean 4
•
This instrument was drafted by:
Steiner & Curtiss, P.A.
400 Wells Fargo Bank Building
1011 First Street South
Hopkins, MN 55343
HopCivil/MortgageAmendment-Marketplaceclean 5
EXHIBIT A 0
LEGAL DESCRIPTION OF THE LAND
Lots 1, Block 1, and Lot 1, Block 2, Marketplace and Main, according to the recorded plat
thereof, Hennepin County, Minnesota.
DESCRIPTION OF PARCELS
PARCH TTA
Lot 1, Block 2, Marketplace and Main, according to the recorded plat threof.
LJ
•
HopCivil/MortgageAmendment-Marketplace A-1
GITY OF
im
July 14, 2011 �` O P K I N S HRA Report 2011-11
• AMENDMENT TO OPTION AGREEMENT — MARKETPLACE & MAIN
Proposed Action
Staff recommends adoption of the following motion: Move to approve the Amendment
To Option Agreement between the Hopkins HRA and Marketplace Holdings Inc.
Overview
The HRA and Marketplace Holdings, Inc. have entered into a contract for private
redevelopment and related agreements for the former Hopkins Honda body shop site.
The contracts detail the financial assistance that would be provided to the project and
certain timelines that are to be met in order to receive the assistance for the proposed
project, Marketplace & Main. The contracts also allowed for the HRA to purchase
Phase II property in the event this phase was not completed by the developer.
Through previous actions by the HRA, amendments to the contract for private
redevelopment were approved. One of the approved contract amendments broke the
second phase of the project into Phase IIA and Phase IIB. Each of those phases were
given a timeline to complete. Phase IIB is currently being built on by the Hopkins Health
& Wellness Center as an expansion of their current facility. The land making up the
Phase IIA site is currently planned for a townhome project.
This amendment states that If the Redeveloper commences construction of Phase I but
does not start on Phase IIA by May 31, 2013, the Authority has the right to acquire the
land on which Phase IIA was to be constructed for purchase price of $256,840.
Primary Issues to Consider
The option agreement does not obligate the HRA to purchase the property but gives the
HRA the ability to do so at an agreed upon price.
Supporting Documents
K6187011141 MOMM Me=
Ke rsTe w -t-- Ive ru 1�
Director of PI nning & Development
Financial Impact: $ 0 Budgeted: Y/N Source:
Related Documents (CIP, ERP, etc.):
Notes:
9
•
AMENDMENT TO OPTION AGREEMENT
THIS AMENDMENT TO OPTION AGREEMENT is made as of the day of
, 2011, by and between the Housing and Redevelopment Authority in and
for the City of Hopkins, a public body corporate and politic under the laws of Minnesota
("Optionee") and Marketplace Holdings, Inc., a Minnesota corporation ("Optionor").
RECITALS:
A. Optionee and Optionor entered into an Option Agreement dated April 9, 2007,
(the "Option Agreement") by which Optionor granted Optionee an irrevocable right and option
to purchase certain real property located in Hennepin County, Minnesota, legally described in
Exhibit A attached hereto (the "Property"). The Option Agreement was recorded
2007, as Hennepin County Recorder Document No.
and , 2007, as Hennepin County Registrar of Titles Document No.
B. The terns of the Option Agreement ended on May 31, 2010. Optionee and
Optionor have agreed to reinstate the Option Agreement and the Option granted thereby and to
extend the termination date of the Option Tenn to May 31, 2014. By executing this Amendment,
Optionee and Optionor agree the Option is reinstated and the Option Tenn extended as provided
in this Amendment.
C. Optionee and Optionor have agreed to modify the Option Agreement as stated
below, and are entering into this Amendment for that purpose.
NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated
in and made a part of this Amendment, and of One Dollar and other good and valuable
consideration, Optionee and Optionor agree the Option Agreement is modified as follows: -
1. Amendment of Contract for Private Redevelopment. The "Redevelopment
Contract" identified and defined in Recital paragraph B of the Option Agreement has been
amended and restated by that certain First Amended and Restated Contract for Private
Redevelopment by and between Optionee and Optionor dated 12009.
From and after the date of this Amendment, all references in the Option Agreement to the
HopCivil/OptionAgreementAmendment-M arketplaceclean
"Redevelopment Contract" shall mean and refer to said First Amended and Restated Contract for
Private Redevelopment between Optionee and Optionor dated 52009.
The reference in Recital B of the Option Agreement to Section 3.8 of the Contract for Private
Redevelopment is hereby changed to instead refer to Section 3.9 of the Redevelopment Contract.
2. Modification of Property Description. The following parcel of real property
shall no longer be included as part of the property subject to the Option Agreement, namely:
Lot 2, Block 1, Marketplace and Main, according to the recorded plat thereof,
Hennepin County, Minnesota.
When used in this Amendment and in the Option Agreement, the "Property" shall
hereafter mean and refer to the real property legally described in Exhibit A attached hereto.
When used in the Option Agreement, as amended by this Amendment, the phrase "Parcel IIA"
shall mean and refer to Parcel IIA, as legally described in Exhibit A attached hereto.
3. Modification of Paragraph. Paragraph 3 of the Option Agreement is modified
to read as follows:
3. Purchase Price. If Optionee exercises the Option, the Purchase
Price for the Property shall be $255,840.00 ("Purchase Price"). The Purchase
Price shall be payable as provided in the Purchase Agreement attached hereto as
Exhibit A ("Purchase Agreement").
4. Modification of Paragraph. Paragraph 4 of the Option Agreement is modified
to read as follows:
4. Exercise of Option. The Option shall be exercisable only during
the Option Term stated in paragraph 6 of this Agreement, and shall not be
exercisable until June 1, 2013. If Optionor has commenced construction of Phase
IIA, as defined in the Redevelopment Contract ("Phase IIA"), on or before May
31, 2013, the Option to purchase the Property shall be null and void and of no
further effect. If Optionee has not commenced construction of Phase IIA by May
31, 2013, this Agreement and the Option shall remain in full force and effect, and
Optionee shall be entitled to exercise the Option to purchase the Property during
the Option Term stated in Paragraph 6.
If Optionee elects to exercise the Option, the Option shall be exercised by the
delivery to Optionor, on or before the Termination Date, of the Purchase
Agreement, in triplicate, attached hereto as Exhibit A ("Purchase Agreement"),
duly executed by Optionee. The Purchase Agreement shall be deemed properly
delivered for all purposes if delivered in accordance with the provisions of
Paragraph 10 of this Agreement. Upon receipt of the executed Purchase
Agreement, Optionor shall cause the Purchase Agreement to be duly executed on
its behalf, and return two originals to Optionee within two (2) business days.
• Optionor acknowledges that it has agreed to be bound by the terms and conditions
set forth in the Purchase Agreement in the event Optionee exercises the Option.
In the event Optionee exercises the Option but Optionor fails to execute and
deliver the Purchase Agreement in the manner and within the time period required
HopCivil/OptionAgreementArnendment-Marketplaceclean 2
by this paragraph, Optionor, by its execution of this Agreement shall be
conclusively deemed to have accepted and executed the Purchase Agreement, and
shall be bound by and shall perform all of the tens and conditions thereof. If
Optionee fails to deliver the Purchase Agreement to Optionor on or before the
Termination Date in the manner and within the time period specified in this
paragraph, this Agreement shall become null and void, the Option shall tenninate
in all respects, Optionor shall have no obligation to sell the Property to Optionee,
and Optionee shall execute and deliver to Optionor, within ten (10) days after
request therefore by Optionor, an instrument, in recordable form, evidencing such
termination. The Option may be exercised only during the Option Ten stated in
Paragraph 6 of this Agreement.
5. Modification of Paragraph d of Option Agreement. Paragraph 6 of the Option
Agreement is modified to read as follows:
6. Option Tern. The tern of the Option ("Option Tenn") shall
commence on June 1, 2013, and shall tenninate in all respects at midnight on May
31, 2014 (the "Termination Date"). The Option to purchase the Property may be
exercised only during the Option Tenn stated in this paragraph.
6. Subordination. As a condition of entering into this Amendment, Optionee shall
be entitled to have an option holder's title insurance policy issued to Optionee insuring that this
Option is not subordinate to the lien of any mortgage encumbering the Property in excess of
$255,840.00. Optionee shall also be entitled to require that all mortgagees holding mortgage
liens against the Property enter into Subordination Agreement(s) effectuating the conditions
stated in the preceeding sentence. Optionor shall pay all fees and expenses associated with the
issuance of the option holder's title insurance policy to Optionee.
7. Continuing Effect. This Amendment is incorporated in and made a part of the
Option Agreement. All tens, stipulations, provisions, conditions and covenants contained in the
Option Agreement shall remain in full force and effect as modified by this Amendment. All
words and phrases that are defined in the Option Agreement shall, when used in this
Amendment, have the same meanings stated in the Option Agreement unless the context clearly
requires a different meaning.
IN WITNESS WHEREOF, Optionee and Optionor have executed this Amendment
effective as of the date and year first above written.
OPTIONEE:
HOUSING AND REDEVELOPMENT
AUTHORITY IN AND FOR THE CITY
OF HOPKINS
By
Its Chairman
By
Its Secretary
HopCiviUOptionAgreementAmendin ent-NI arketplacccIean 3
•
STATE OF MINNESOTA )
•) ss.
COUNTY OF HENNEPIN )
The foregoing was acknowledged before me this day of ,
2011, by , the and
the of the Housing and
Redevelopment Authority in and for the City of Hopkins, a public body corporate and politic, on
behalf of the Authority.
STATE OF MINNESOTA )
• ) ss.
COUNTY OF HENNEPIN )
•
Notary Public
OPTIONOR:
MARKETPLACE HOLDINGS, INC.
an
William H. Beard, President
The foregoing was acknowledged before me this day of ,
2011, by William H. Beard, the President of Marketplace Holdings, Inc., a corporation under the
laws of Minnesota, on behalf of the corporation.
This instrument was drafted by:
Steiner & Curtiss, P.A.
400 Wells Fargo Bank Building
1011 First Street South
Hopkins, MN 55343
HopCivil/OptionAgreementAmendment-Marketplaceclean 4
Notary Public
EXHIBIT A •
LEGAL DESCRIPTION OF THE PROPERTY
Lot 1, Block 2, Marketplace and Main, according to the recorded plat thereof, Hennepin County,
Minnesota.
DESCRIPTION OF PARCELS
PARCEL IIA
Lot 1, Block 2, Marketplace and Main, according to the recorded plat thereof.
0
HopCivil/OptionAgreement.Amendment-N4 ark etplace A- I
O\TY OF
czl�
July 14, 2011 HRA Report 2011-09
0 HOPKINS
LIMITED REVENUE TAX INCREMENT NOTES — MARKETPLACE & MAIN
Proposed Action
Staff recommends adoption of the following motion: Move to approve resolution 478
authorizing the issuance of Limited Revenue Tax Increment Notes for the Marketplace
& Main project.
Overview
The HRA and Marketplace Holdings, Inc. have entered into a contract for private
redevelopment for the redevelopment of the former Hopkins Honda body shop site. The
proposed project, Marketplace & Main, consists of 53 units of upscale apartments and
approximately 5,500 square feet of retail space.
The agreement detailed the financial assistance that would be provided to the project
including the pledge of tax increment financing (TIF) for both Phase I and Phase II.
The Beard Group, through Marketplace Holdings, Inc., is now prepared to close on their
primary financing for the project and begin construction. The TIF notes have been
pledged as part of the financing package.
• The redevelopment agreement between the HRA and Marketplace Holdings, Inc.
specifically allows for the issuance of notes and the transaction has been reviewed by
the HRA's attorney. The proposed amount of the notes is $1,360,000. The notes will
be repaid from tax increment generated from both Phase I and Phase II of the
redevelopment project. There is no obligation for the HRA or the City to makeup for a
shortfall in tax increment used to pay the bonds.
Supportinq IDformation
•
on 47
Kers en Elve.�p6rn
Director of fanning & Development
Financial Impact: $ 0 Budgeted: Y/N Source:
Related Documents (CIP, ERP, etc.):
Notes:
0
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR
THE CITY OF HOPKINS, MINNESOTA
RESOLUTION NO. 478
RESOLUTION AUTHORIZING THE ISSUANCE OF LIMITED REVENUE TAX
INCREMENT NOTES FOR THE MARKETPLACE AND MAIN PROJECT.
BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE HOUSING
AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS (the
"Authority") AS FOLLOWS:
Section 1. Background. The Authority and the City of Hopkins, Minnesota (the "City")
have heretofore approved the establishment of Tax Increment Financing District No. 1-4 (the
"District") within the Authority's Redevelopment Project No. 1 (the "Project"), and has adopted
a tax increment financing plan for the purpose of financing certain public costs of the Project.
Pursuant to Minnesota Statutes, Section 469.178, subd. 4, the Authority is authorized to issue
and sell its tax increment revenue notes for the purpose of financing the public redevelopment
costs of the Project.
The Authority has entered into a First Amended and Restated Contract for Private
Redevelopment with Marketplace Holdings, Inc. (the "Redeveloper"), which contract has been
amended by three amendments thereto (as amended, the "Contract"). Pursuant to the Contract
the Redeveloper has agreed to construct a 53 unit rental housing development with commercial
space. The Contract also provides that the Authority would issue two tax increment revenue
notes in the principal amounts of $1,000,000 and $360,000, respectively, to reimburse the
Redeveloper for its payment of certain public redevelopment costs of the Redeveloper's
development.
1.02. Issuance of the Notes. The appropriate officers of the Authority are hereby
authorized to issue and deliver the Notes described therein at the tunes provided by the Contract.
Section 2. Foran of Notes. The Notes shall be substantially in the forms contained in the
Contract, with the blanks to be properly filled in and the payment schedule attached thereto
updated as of the date of issuance of the Notes.
Section 3. Terms, Execution and Delivery.
3.01. Dates, Interest Payment Dates. The Notes shall be dated as of their dates of issuance.
The principal amounts of and interest on the Notes shall be payable to the owner of record
thereof as of the close of business on the fifteenth day of the month preceding the interest
payment date, whether or not such day is a business day.
•
0
• 3.02. Registration. The Authority appoints its Executive Director as Note Registrar. The
effect of registration and the rights and duties of the Registrar with respect thereto shall be as
follows:
(a) Re •suer. The Registrar shall keep at his/her principal office Note registers in which the
Registrar shall provide for the registration of ownership of the Notes and the registration of
transfers or exchanges of the Notes.
(b) Transfer of Note. Upon surrender for transfer of a Note duly endorsed by the registered
owner thereof or accompanied by a written instrument of transfer, in form 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. The Registrar may close the books for registration of
any transfer after the fifteenth day of the month preceding each interest payment date and until
such interest payment date. The Notes shall not be transferred to any person unless the Authority
approves such transfer and has been provided with an opinion of counsel or other evidence,
acceptable to the Authority, that such transfer is exempt from registration and prospectus
delivery requirements of federal and applicable state securities laws.
(c) Cancellation. A Note surrendered upon any transfer shall be promptly canceled by the
• Registrar and thereafter disposed of as directed by the Authority.
•
(d) Improper or Unauthorized Transfer. When a 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 valid and genuine and the requested 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 a Note is at any time registered in the Note 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 or 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 a 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 and
reasonable legal fees and other costs incurred in connection therewith.
P)
(g) Mutilated, Lost Stolen or Destroyed Note. In case a 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 of a
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 indemnity in form, substance, and amount satisfactory to it, in which
both the Authority and the Registrar shall be named as obligees. Any Note so surrendered to the
Registrar shall be canceled 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 terns, it shall not be necessary to issue a new Note prior to
payment.
3.03. Preparation and Delivery. The Notes shall be prepared under the direction of the
Authority's Executive Director and shall be executed on behalf of the Authority by the manual
signatures of its Chairman and Executive Director. In case any officer whose signature, or a
facsimile of whose signature, shall appear on the Notes shall cease to be such officer before the
delivery of the Notes, such signature or facsimile shall nevertheless be valid and sufficient for all
purposes, the same as if such officer had remained in office until delivery. When the Notes have
been so executed, they shall be delivered by the Authority's Executive Director to the
Redeveloper at the time set forth in the Contract.
Section 4. Security Provisions. •
4.01 Pledge. The Authority hereby pledges to the payment of the principal of and interest
on the Notes the Available Tax Increment and the Phase II Available Tax Increment, as provided
in the Contract.
Section 5. Certification of ProceediM.
5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and
directed to prepare and furnish to the Redeveloper certified copies of all proceedings and records
of the Authority, and such other affidavits, certificates, and infonnation as may be required to
show the facts relating to the legality and marketability of the Notes 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.
U
0 Adopted this 19th day of July, 2011.
Attest:
Secretary
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Eugene Maxwell, Chairman