Resolution - 14-11 - Assignment of Tax Increment Dev. Agreement• HOUSING AND REDEVELOPMENT AUTHORITY
OF THE CITY OF SPRING PARK, MINNESOTA
RESOLUTION 14-11
A RESOLUTION APPROVING EXECUTION
OF COLLATERAL ASSIGNMENT OF TAX INCREMENT
DEVELOPMENT AGREEMENT
WHEREAS, Presbyterian Homes Housing and Assisted Living, Inc. ("PHHAL") and the
Housing and Redevelopment Authority of the City of Spring Park (the "HRA") entered into a
Tax Increment Development Agreement dated December 7, 2009 (the "Development
Agreement") for the re -development of certain property located in the City, including, among
other things, the renovation of 9 independent living units, the construction of 52 assisted living
units, 18 memory care units and an approximately 20,000 square foot town center, and the
demolition of 2 market rate apartment buildings totaling 34 units and an assisted living building
totaling 37 units (the "Project"); and
WHEREAS, with the consent of the HRA, PHHAL assigned its interest in the
Development Agreement to a wholly owned subsidiary, PHS/Lake Minnetonka, LLC (the
"Developer"); and
• WHEREAS, in connection with the Project, the City of Spring Park, Minnesota issued
its Multifamily Housing and Health Care Revenue Note (PHS - Lake Minnetonka Campus
Project) Series 2010, in the original principal amount of $28,000,000 (the "Series 2010 Note"),
dated June 3, 2010, issued by the City of Spring Park, Minnesota (the "City") and purchased by
Bremer Bank, National Association ("Bremer"); and
WHEREAS, Bremer required that PHHAL, the Developer, the City and the HRA enter
into a Collateral Assignment of Tax Increment Development Agreement, dated as of June 3,
2010 (the "Bremer Assignment"), duly recorded by the Hennepin County Recorder as Document
No. A9524900 and by the Office of the Registrar of Titles in and for Hennepin County as
Document No. T4762989 to assign the rights of PHHAL and the HRA under the Development
Agreement to Bremer to secure the obligations of the Developer under the Bremer Note, the
Series 2010 Note Loan Agreement and the Series 2010 Mortgage; and
WHEREAS, it has proposed that the City, along with the City of Chanhassen, Minnesota
("Chanhassen"), and the City of St. Bonifacius, Minnesota ("St. Bonifacius") undertake a
program to refinance the Project (as defined below) through the issuance of revenue notes or
other obligations, in one or more series pursuant to Minnesota Statutes, Chapter 462C and in
connection therewith issue the following described notes: (i) City of Spring Park, Minnesota
Housing and Health Care Revenue Refunding Note (PHS/Lake Minnetonka, LLC Project) Series
2014A (the "Spring Park Note"); (ii) City of Chanhassen, Minnesota Housing and Health Care
Revenue Refunding Note (PHS/Lake Minnetonka, LLC Project) Series 2014B (the "Chanhassen
Note"); and (iii) City of St. Bonifacius, Minnesota Housing and Health Care Revenue Refunding
• Note (PHS/Lake Minnetonka, LLC Project) Series 2014C (the "St. Bonifacius Note", and
together with the Chanhassen Note and the Spring Park Note, the "Notes"), each in an aggregate
principal amount not to exceed $9,300,000;
WHEREAS, the Notes are being purchased by Northeast Bank, a Minnesota state
banking corporation (the "Lender"), and are secured by a Mortgage, Security Agreement, Fixture
Financing Statement and Assignment of Leases and Rents (the "Mortgage"), executed by the
Developer in favor of the Issuers, and as further assigned by the Issuers to the Lender, pursuant
to an Assignment of Mortgage, Security Agreement, Fixture Financing Statement and
Assignment of Leases and Rents (the "Assignment'), encumbering the Property; and
WHEREAS, the Lender has required that the Bremer Assignment be terminated and that
PHHAL and the Developer assign their rights under the Development Agreement to the Lender
to secure the obligations of the Developer under the Notes, the Loan Agreement, the Mortgage
and the Assignment.
WHEREAS, the Development Agreement provides that the consent of the HRA, by
resolution, is required in order for PHHAL and the Developer to assign their interest in the
Development Agreement to the Lender; and
NOW, THEREFORE, in consideration of the foregoing, it is hereby:
RESOLVED, that the HRA hereby approves of, and authorizes the Board Chair and the
Secretary to sign, the Collateral Assignment of Tax Increment Development Agreement (the
"Collateral Assignment') by and between the Developer, PHHAL, the Lender, and the HRA
substantially in the form submitted to the Board of Commissioners of the HRA. The approval
here given to the Collateral Assignment includes approval of such additional details therein as
may be necessary and appropriate and such modifications thereof, deletions therefrom and
additions thereto as may be necessary and appropriate and approved by the City Attorney and the
HRA officials authorized herein to execute the Collateral Assignment prior to its execution; and
said HRA officials are hereby authorized to approve said changes on behalf of the HRA.
ADOPTED BY THE HOUSING AND REDEVELOPMENT AUTHORITY OF
THE CITY OF SPRING PARK THIS 215` DAY OF APRIL, 2014.
APPROVED:
Board Chair
ATTEST:
• Secretary
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