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HomeMy WebLinkAbout2009-R-01~c~v~-at JEFFERSONVII.LE REDEVELOPMENT AUTHORITY MEETING JEFFERSONVILLE REDEVELOPMENT CDE LLC ORGANIZATION RESOLUTIONS RESOLVES that the Jeffersonville Redevelopment Authority (the "Authority") seeks to form and become a member of the Jeffersonville Redevelopment CDE LLC, an Indiana limited liability company (the "Parent CDE"), owning 0.001% of the Parent CDE with the intent that: (a) the Jeffersonville Redevelopment Commission will own the remaining 99.999% of the Parent CDE as contemplated on Exhibit A attached hereto; (b) the Parent CDE will be taxable as a domestic partnership for Federal and State Income Tax purposes; (c) the Commission desires to promote and facilitate the formation of the Parent CDE as Qualified Community Development Entity; (d) the Parent CDE will be dedicated to facilitating and providing capital and loans to qualified community development entities (individually referred to as a "Qualified Community Development Entity") as defined and determined in accordance with Section 45D of the Internal Revenue Code of 1986, as amended ("Code"); (e) the primary mission of the Parent CDE will be to facilitate and provide capital and loans to certain qualified businesses located in certain Low Income Communities in Indiana as a Qual~ed Community Development Entity as defined and determined in accordance with Section 45D of the Code ("Primary.Mission Test"); (f) the Parent CDE will not in any manner or to any extent participate in any activity that would cause Parent CDE to not qualify as a Community Development Entity as defined and determined in accordance with Section 45D of the Code; . (g) 100% of the activities of Parent CDE will be to facilitate and provide investment capital and loans to certain qualified businesses located in certain Low-Income Communities as a Qualified Community Development Entity as defined and determined in accordance with Section 45D of the Code; (h) Parent CDE will maintain accountability to residents of Low-Income Communities ("Accountability Test") through their representation on an Advisory Board in accordance with Section 45D of the Code ("Advisory Board"); (i) Parent CDE's service~area will include all of the Low-Income Communities located in Clark County, Indiana and target the City of Jeffersonville therein, as determined by the CDFI Fund from time to time ("Low-Income Communities") and designated in Exhibit B attached hereto; KD IM-Jeffersonville Redevelopment Authority Meeting Re_ Jeffersonville Redevelopment CDE Member Resolutio Jeffersonville Redevelopment Authority CDE LLC -1- (j) Parent CDE will use the Leveraged New Market Tax Credit Structure to provide both business financing and real estate (retail, industrial, office space, mixed-use, for-sale housing and community facilities) financing as contemplated on Exhibit C attached hereto; (k) Parent CDE will form Subsidiary Community Development Entities for each transaction, and shall initially form at least 3 Subsidiary Community Development Entities to make available the products of the Parent CDE on a service area-wide basis as set forth on Exhibit D attached hereto; (1) each Subsidiary Community Development Entity will be an Indiana limited liability company with the Commission owning 99.999% as a Member and Parent CDE owning .001% as the Managing Member (and Governing Board); (m) each Subsidiary Community Entity will be taxable as a domestic partnership for Federal and State Income Tax purposes; (n) the Advisory Board of each Subsidiary Community Entity will be the Advisory Board of the Parent CDE; (o) 100% of any allocation of New Market Tax Credit Investment allotted to Parent CDE will be sub-allocated to the Parent CDE Subsidiary Community Entities only after receiving the prior written approval of the CDFI Fund; (p) capitalized terms not otherwise defined herein will have the meaning ascribed in the definition section of the Community Development Entity Certification Application (Form CDFI- 0019, Revised July 2005), a copy of which is attached hereto as Exhibit E. RESOLVED, that the individuals listed on Exhibit F attached hereto shall be _ the Governing Board of the Parent CDE and each Sub-CDE. RESOLVED, that the Article of Organization shall be prepared by counsel in a form similar to Exhibit G attached hereto, and be reviewed, revised as necessary and adopted by the Governing Board in final form as the Articles of Organization of the Parent CDE and ordered inserted in the Minute Book of the Parent CDE. RESOLVED, that the Operating Agreement of the Parent CDE be prepared by counsel in a form similar to Exhibit H attached hereto and be review, revised as necessary and adopted by the Governing Board in final form as the Operating Agreement of the Parent CDE and ordered inserted in the Minute Book of the Parent CDE after execution by for and on behalf of the Authority as a member of the Parent CDE. RESOLVED, that the Governing Board is authorized to form as many subsidiary limited liability company community development entities as necessary to cover a service area for all of the Low-Income Communities in Clark County, Indiana and target the City of Jeffersonville in accordance with Section 45D of the Code; KD IM-Jeffersonville Redevelopment Authority Meeting Re_ Jeffersonville Redevelopment CDE Member Resolutio Jeffersonville Redevelopment Authority CDE LLC -2- RESOLVED, that the Governing Board and its members are authorized to retain legal counsel, and prepare, execute and deliver the Community Development Entity Certification Application for the Parent CDE and all of its Subsidiary Community Development Entities; as the authorized representative of the Parent CDE and the Subsidiary Community Development Entities, and to prepare, negotiate, amend and modify such documents and agreements they determine to be appropriate and in the best interest of the Parent CDE contemplated with respect to the Parent CDE's New Markets Tax Credit initiative, to execute and deliver such other certificates, documents and instruments as may be required in connection therewith (with execution thereof being conclusive evidence of such determination), and to otherwise take such actions as may be necessary or appropriate to effectuate the foregoing recitals and resolutions and all such acts, things, instruments, certificates and documents shall be those of the Parent CDE for all purposes and they will be approved, ratified and confirmed in all respects; RESOLVED, that the Recitals set forth above and the Exhibits attached hereto and listed below, shall be incorporated herein, become a part of and be adopted by the Parent CDE to the extent not otherwise included in Resolutions through Exhibit List A -Qualified CDE Ownership and Control Structure B -City of Jeffersonville Service Area Designated Low-Income Communities C -Leveraged Structure D -Subsidiary CDEs E - Definitions F -Governing Board G -Articles of Organization H -Operating Agreement KD_IM-Jeffersonville Redevelopment Authority Meeting Re Jeffersonville Redevelopment CDE Member Resolutio Jeffersonville Redevelopment Authority CDE LLC -3- SA+2u~ l~ st ~~ I Adopted this _ day of ~; ~66~- KD IM-Jeffersonville Redevelopment Authority Meeting Re_ Jeffersonville Redevelopment CDE Member Resolutio Jeffersonville Redevelopment Authority CDE LLC -4-