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HomeMy WebLinkAbout2010-081 CITY OF ARDEN HILLS,MINNESOTA - RESOLUTION NO.2010-081 RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT AND AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS $1,115,000 TAX INCREMENT REVENUE NOTE BE IT RESOLVED BY the City Council ("Council") of the City of Arden Hills, Minnesota(the "City")as follows: Section 1. Authorization,Award of Sale. 1.01. Authorization. The City has heretofore approved the establishment of Tax Increment Financing District No. 4(the"TIF District")within amended Development District No. 1 ("Project"),and has adopted a tax increment financing plan for the purpose of financing certain improvements within the - Project. Pursuant to Minnesota Statutes, Section 469.178, the City is authorized to issue and sell its bonds for the purpose of financing a portion of the public development costs of the Development District. 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 City hereby finds and determines that it is in the best interests of the City that it issue and sell its $1,115,000 Tax,Increment Revenue Note (the "Note") for the purpose of financing certain public costs of the Project. 1.02. Agreement Approved; Issuance, Sale, and Terms of the Note. The City hereby approves the Contract for Private Development between the City and the Owner(the "Agreement"), and authorizes the Mayor and City Administrator to execute such Agreement in substantially the form on file with City, subject to modifications that do not alter the substance of the transaction and are approved by such - officials, provided that execution of the Agreement by such officials is conclusive evidence of their approval. Pursuant to the Agreement, the Note shall be sold to PRESBYTERIAN HOMES OF ARDEN HILLS, INC. (the "Owner") and delivered at the time and subject to the conditions of Section 3.3 of the Agreement. The Note shall be dated as of the date of delivery and shall bear interest from the date of original issue to the earlier of maturity or prepayment, at the rate that is the lesser of 6.25 percent per annum, or the true interest cost on the first series of Housing Revenue Bonds issued to finance the Minimum Improvements in accordance with Article VII of the Agreement. The consideration for the sale of the Note is the payment by the Owner of the Public Development Costs as defined in the Agreement. 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 and payment schedule adjusted as of the date of issue. 379276v1 AR200-10 1 UNITED STATE OF AMERICA - STATE OF MINNESOTA COUNTY OF RAMSEY CITY OF ARDEN HILLS No.R-1 $1,115,000 TAX INCREMENT REVENUE NOTE SERIES 20 Rate _ Date of Original Issue % , 20 The City of Arden Hills, Minnesota (the "City"), for value received, certifies that it is indebted and hereby promises to pay to PRESBYTERIAN HOMES OF ARDEN HILLS, INC. or registered assigns (the "Owner"), the principal sum of $ and to pay interest thereon at the rate of -- percent per annum, as and to the extent set forth herein, Unless the context clearly requires otherwise, capitalized terms in this Note have the meaning provided in the Contract for Private Development between the City and Owner dated as of December 20,2010(the"Agreement"). 1. Payments. Principal and interest("Payments") shall be paid on August 1, 2014 and each February I and August I thereafter("Payment Dates") to and including February 1,2028, or such earlier Payment Date when principal and accrued interest have been paid in full, and shall be made in the amounts and solely from the sources set forth in Section 3 hereon. 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 thirty (30) days written notice to the City. 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 at the rate stated herein shall accrue on the unpaid principal from and after the date of issue of this Note. Interest accruing from the date of issue through February 1,2014 will be compounded semiannually on each August I and February 1 and added to principal. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 3. Available Tax Increment. Payments on this Note on each Payment Date are payable solely from and in the amount of Available Tax Increment. The term "Available Tax Increment" means (a) on Payment Dates from August 1, 2014 through February 1, 2019, 90 percent of the Tax Increment attributable to the Minimum Improvements and Development Property that are paid to the City by Ramsey County in the six (6) months preceding the Payment Date, and (b) on Payment Dates from August 1, 2019 to February 1, 2028, 75 percent of the Tax Increment attributable to the Minimum Improvements and Development Property that are paid to the City by Ramsey County in the six (6) months preceding the Payment Date. Available Tax Increment shall not include any Tax Increment if, as of any Payment Date,there is an uncured Event of Default under the Agreement or the Land Development Agreement Any amount of Available Tax Increment so withheld shall be paid, without interest on the withheld amount, on the next 379276v1 AR200-10 Scheduled Payment Date after the default is cured, unless the Note has been terminated in accordance with Section 9.2(b)of the Agreement. The City shall have no obligation to pay principal of and interest on this Note on each Payment = Date from any source other than Available Tax Increment, and shall have no obligation to pay unpaid balance of principal or accrued interest that may remain after the Payment on the final Payment Date described in Section 1 hereof. 4. Prepayment. The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the City without premium or penalty. 5. Nature of Obligation.tion. This Note is one of an issue in the total principal amount of $1,115,000 issued to aid in financing certain public development costs and administrative costs of a Project undertaken by the City pursuant to Minnesota Statutes, Sections 469.125 through 469.134, and is issued pursuant to the Agreement and an authorizing resolution (the "Resolution") duly adopted by the City on December 20,2010, 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, and the Special Laws. This Note is a limited obligation of the City which is payable solely from Available Tax Increment 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 Minnesota or any political subdivision thereof, including, without limitation, the City. 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 out of Available Tax Increment, 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. 6. 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 City kept for that purpose at the principal office of the City Administrator, 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 City, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, - or governmental charge required by law to be paid by the City 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 City has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the City, 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 order to make this Note a valid and binding limited obligation of the City according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. 379276vt AR200-10 IN WITNESS WHEREOF, the City Council of the City of Arden Hills, Minnesota has caused this Note to be executed with the manual signatures of its Mayor and City Administrator, all as of the Date of Original Issue specified above. CITY OF ARDEN HILLS, MINNESOTA Mayor City Administrator REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the -- City Administrator, in the name of the person last listed below. Date of Signature of Registration Registered Owner City Administrator ,20_ Presbyterian Homes of Arden Hills, Inc. (End of Bond Form) 379276v1 AR200-10 4 Section 3. Terms,Execution and Delivery. 3.01. Denomination, Pa, ment. 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 City hereby appoints the City Administrator to perform the functions of registrar,transfer agent and paying agent(the"Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: (a) Re ister. 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 City has been provided with an opinion of counsel or a certificate of the transferor, in a form satisfactory to the City, 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 City. (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 City 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 City 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 by Iaw to be paid with respect to such transfer or exchange. 379276vt AR200-10 5 (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 is 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 City 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 City. 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 DelivcrX. The Note shall be prepared under the direction of the County Auditor and shall be executed on behalf of the City by the signatures of its Mayor and City Administrator. 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 City Administrator to the Owner thereof upon closing on acquisition of the Development Property in accordance with the Agreement. Section 4. Security Provisions. 4.01. Pledge. (a) The City hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment as defined in the Note. Available Tax Increment shall be applied to payment of the principal of and interest on the Note in accordance with the terms of the Note. 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 City shalt 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 City irrevocably agrees to appropriate to the Bond Fund upon or before each payment date all Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the City's account for TIF District No. 4 upon the payment of all principal and interest to be paid with respect to the Note. 4.03. Additional Obligations. While the Note is outstanding, the City shall not pledge or permit the pledge of all or any portion of the Available Tax Increment to the payment of principal of or interest on any obligations of the City unless and to the extent such pledge is subordinate to the pledge to the Note. Section 5. Certification ofProceedings. 5.01. Certification of Proceedin s. The officers of the City are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the City, 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 City as to the facts recited therein. 379276v1 AR200-10 Section 6. Effective Date. This resolution shall be effective upon full execution of the Agreement. Adopted this 20"`day of December,2010. Mayor City Administrator 379276v1 AR200-10 7 MEMORANDUM OF CONTRACT THIS MEMORANDUM OF CONTRACT(this "Memorandum") is entered into as of December 20, 2010 by and between the CITY OF ARDEN, MINNESOTA, a Minnesota municipal corporation ("City"), and PRESBYTERIAN HOMES OF ARDEN HILLS, INC., a Minnesota nonprofit corporation ("Developer'). RECITALS: A. City and Developer (collectively, the "Parties") have entered into a certain Contract for Private Redevelopment Agreement dated as of December 20, 2010 (the "Agreement'-), whereby the Parties have agreed to various aspects of the redevelopment of certain real property more particularly described as Lot 1, Black 1, PHS Addition of Arden Hills, according to the recorded plat thereof, Ramsey County, Minnesota, together with all improvements, tenements, easements, rights and appurtenances pertaining to such real property, lying and being in Ramsey County,Minnesota(the"Property"). B. The Parties wish to give notice of the existence of the Agreement. AGREEMENT: NOW, THEREFORE, in consideration of the sum of One and 00/100 Dollar ($l.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: l. The above Recitals are incorporated by reference as if fully set forth herein. 2. Capitalized terms, when not defined herein, shall have the meanings ascribed to them in the Agreement. 3. The Parties have entered into the Agreement to set forth the terms and provisions governing the redevelopment of the Property. 4. This Memorandum has been executed and delivered by the Parties for the purpose of recording and giving notice that a contractual relationship for the redevelopment of the Property has been created between the Parties in accordance with the terms, covenants, and conditions of the Agreement. 5. The terms and conditions of the Agreement are incorporated by reference into this Memorandum as if fully set forth herein. 6. This Memorandum may be executed separately in counterparts which, when taken together, shall constitute one and the same instrument. 380037v t 5JB AR200-10 CITY OF ARDEN HILLS,MINNESOTA By Name Its Mayor By D�rIS � Name 117,K l CK k�4&—RS Its City Administrator STATE OF MINNESOTA } }ss. COUNTY OF c�rvLS } The foregoing instrument was acknowledged before me this Z-9 day of c vwol 0, by Stan Harpstead and Patrick Klaers,the Mayor and City Administrator, respectively, of the CITY OF ARDEN HILLS, MINNESOTA, a Minnesota municipal corporation, on behalf of the City. klleagasn E. Beekman { of r I?ubfie NOTARY PUBLIC STATE OF MiNNESOTA - - L;k_.: My Commission Expires 1-31-2094 {Signature page to Memorandum of Contract} 380037v1 S.IBARN00-10 S-1 PRESBYTERIAN HOMES OF ARDEN HILLS,INC. B r y Name `r Its STATE OF MINNESOTA ) )ss. COUNTY OFfS� } The foregoing instrument was acknowledged before me this2,1 day of December,2010,by ruEk Meer the of Presbyterian Homes of Arden Hills,Inc., a Minnesota nonprofit corporation,on behalf of the corporation. Notary Public Drafted By: PAMELA J BELZ Q Notary Public Kennedy& LLraven, Chartered(SJB)) Minnesata 470 U_S. Bank Plaza My Comm.Expires Jan 31,2015 120 South Sixth Street Minneapolis,MN 55402 (Signature page to Memorandum of Contract) 380037v1 SJB AR200-10 S-2