CR 99-35 Public Hearing Sale of Rev Bond Augustana Chapel View Homes, Inc
CITY OF
February 9, 1999 ~ Council Report 99-035
HOPKINS
. PUBLIC HEARING: SALE OF REVENUE BOND
AUGUSTANA CHAPEL VIEW HOMES. INe.
Pro Dosed Action
Staff recommends approval of the following motion: adopt Resolution 99-013, providing for the
issuance and sale of health care facility notes to provide funds for a proiect on behalf of Augustana
Chapel View Homes. Inc.
Overview
Augustana Care Corporation, Chapel View, has submitted an application for the City to issue and
sell revenue bonds to finance improvements to the Chapel View Care Center located at 615
Minnetonka Mills Road. The specific improvements to be financed with these funds include the
following:
· Expanded activity area
· New rehabilitation area
The principal amount of the issuance would not exceed $700,000.
. Chapel View has financed a number of projects in the past utilizing revenue bonds. In 1984 tax
exempt housing bonds were used to finance construction of the Chapel View Elderly Housing
project.
A public hearing is required as part of the overall review process. The proposed action would
combine the preliminary and final resolutions for issuance and sale. As a result, this would be the
only action necessary by the City Council on this matter.
Primary Issues to Consider
. What is the purpose of this financing?
. Does the project meet the requirements of City policy regarding taxable/tax exempt financing?
. What are the implications to the City as relates to this action?
. Has legal counsel reviewed this matter?
SUDDortin2 Documents
. Application by Augustana Chapel View, Inc.
. Resolution 99-013
. Letter from Stefanie Galey, Faegre & Benson
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Jim Kerrigan / ~/
Planinng & Econ . c Development Director
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Council Report 99-035, February 9, 1999 - Page 2
. Primary Issues to Consider
. What is the purpose of this financing?
Local units of government are authorized to issue tax-exempt revenue bonds to facilitate
projects that are felt to be beneficial to the community. To utilize this type of financing tool
the applicant must meet very specific federal requirements. The bond financing is for the most
part available only for certain types of industrial or housing projects. Financing through this
method provides for a lower interest rate than could be secured at a private lending institution.
. Does the project meet the requirements of City policy regarding taxable/tax exempt
financing?
The City of Hopkins adopted a policy relating to revenue hand financing in 1991. The policy
allows the City to consider financing for any existing business within the City that is proposing
to expand, relocate or rehabilitate an existing building. Also, the project meets Section 7 of
the policy concerning design features.
. What are the implications to the City as relates to this action?
Revenue bonds are secured by a pledge of repayment strictly from the proposed project. The
. City is not liable to make any payment should there be a default.
The City has not been informed that the owner of the subject property is presently in default
on any bond payments for the existing revenue bond that they are obligated to repay.
. Has legal counsel reviewed this matter?
The City Attorney has reviewed the document related to this transaction. Furthermore,
Stefanie Galey ofFaegre & Benson has represented the City as bond counsel.
Alternatives
The City Council has the following alternatives regarding this issue:
1. Approve the action as recommended by staff.
2. Deny the approval for the sale of bonds. With this action Chapel View would need to
determine whether they wish to proceed with this project based on the necessity to secure
financing from a private lending institution.
3. Continue for additional information.
It
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CITY OF HOPKINS
1010 FIRST STREET SOUTH
HOPKINS, MN 55343
". OFFICE USE ONLY:
Date Received:
Received by: -
Type of Request:
Taxable Bond Issue
Tax-Exempt Bond Issue x
Refunding of Previous Bond Issue
. APPLICATION FOR TAXABLE/TAX EXEMPT
BOND FINANCING OR BOND REFUNDING
(Complete as appropriate)
APPLICANT INFORMATION
l. Applicant/business name: Augustana Chapel View Homes, Inc.
Contact person: ~ Steven J. Fritzke, Administrator
Address: 615 Minnetonka MIlls Road
city: Hopkins state: MN Zip: 55343
. Telephone: (work) 612.938.2761 (home)
Fax: 612.938.4092
Interest in property:
2. Applicant's legal counsel: Jon Albrightson
Firm: Hagerty, Johnson, AlbriRhtson and Beitz
c. Address: 701 Fourth Avenue South Suite 1700
City: Minneapolis state: MN Zip: 55415
Telephone: (work) 612.349.9000 (home)
Fax: 612.332.3751
3. Applicant's architect: ATS&R
Address: 8501 Golden Valley Road Suite 300
City: Minneapolis state: MN Zip: 55427
Telephone: (work) 612.545.3731 (home)
e Fax: 612.525.3289
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4. Applicant's contractor: (If selected): Don Jacobson
Firm: BOR-SON Companies
.. Address: PO Box 1611
City: Bloominp:ton state: MN Zip: 55440
Telephone: (work) 612.883.3512 (home)
Fax: 612.854.8910
5. Property owner(s) of record: Augustana Chapel View Homes~ Inc.
.
Timothy H. Tucker~ CEO
Addresses: 1007 East 14th Street
city: Minneapolis state: MN zip: 55404
Telephone: (work) 612.333.1551 (home)
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Fax: 612.333.7323
6. Applicant's business form (corporation, partnership, sole
proprietorship, etc. ) and state of incorporation or
. organization:
Minnesota non-profit corporation
7. If the applicant is a corporation, list the officers, directors
and stockholders holding more than 5% of the stock of the
corporation. state their name, address, telephone and
relationship to the applicant. (If a corporation is not
formed, list the potential officers, directors and
stockholders) :
Non-stock holding corporation
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8 _ If the applicant is a partnership, list the general partners
and any limited partners with more than 5% interest. (If the
partnership is not formed, give as much data as possible
.. concerning the potential partners):
NJA
.
9. List any cities to which you have previously applied for
taxable/tax exempt bond financing within the last five years:
Minneapolis (Augustana Home)
.
. 10. Has the applicant ever been in bankruptcy? If yes, please
explain:
No
1l. Has the applicant ever defaulted on any bond or mortgage
commitment? If yes, please explain:
No
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PROJECT INFORMATION
". 1- Project name: Chapel View Care Center and Apartments
2. Legal description of the site: 615 and 605 Minnetonka Mills Road
Hopkins MN 55343
3. Brief description of the nature of the business, such as
principal services or products, etc. :
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long-term care nursing facility and senior housing
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4. Amount of bond issue requested: $ 700,000
5. Who is lending interim financing, and in what amount:
. Miller, Johnson and Kuehn Amount: $665,000.00
BUSINESS INFORMATION
1- Number of employees in Hopkins?
Full Time Part Time
A. Before this project: 97 54
B. After this project: 97 57
2. Projected annual sales: $ Approximately $25,000,000
3. Projected annual payroll: $ Approximately $12,000,000
4. Is the project associated with an existing Hopkins business?
A. Yes X
B. No
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5. If this project is associated with an existing Hopkins
business, which of the following apply:
.. A. Relocation
B. Expansion X
C. Rehabilitation
6. Will you occupy this project after completion?
A. Yes X
B. No
7. If no, state name of future lessees and status of commitments
. or lease agreements:
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8. Estimated date of construction: Mar qq Completion: Oct 99
9. Will any public official of the City, directly or indirectly,
. to the best of your knowledge, benefit by the issuance of the
city's tax-exempt financing for this project according to
Minnesota statutes, section 412.87? no
If so, please explain:
FILING REQUIREMENTS
You must provide all of the following items with your application,
unless the Director of Planning & Economic Development waives a
requirement:
1- If the project requires approval by the Zoning and Planning
Commission, you must apply for these approvals prior to or with
this application. If Zoning or Planning Commission approval is
not required, you must submit a list of property owners and
. their addresses, for your property and for all properties
within 350 feet. An abstract company must certify this list.
Abstract companies are listed in the yellow pages.
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2. A written opinion, with supporting justification, from an
. expert acceptable to the Director of Planning & Economic
Development, to document t~at the development will not
adversely effect similar, existing developments. This
requirement may be waived if there are no similar developments
in the area of your project.
3. A public hearing notice and resolution of preliminary approval.
You must have these items prepared by the city's bond counsel.
4. An application fee of $5,000. Make your check out to the City
. of Hopkins. This fee is not refundable and is separate from
the Bond Counsels', city Attorneys', or closing fees.
PROCEDURE
l. Return this application to the community Development
Department. f
2. The city Council will hold a public hearing and decide whether
to approve your application. City staff will notify you of the
meeting.
. REQUIREMENTS FOR TAX-EXEMPT/TAXABLE BOND FINANCING
Your application must meet the following requirements for approval
of taxable/tax-exempt bond financing:
1- The project shall not require a significant amount of public
money for City improvements if the city Council determines that
the site is premature for development.
2. The notes or bonds shall be for an issue not less than
$250,000.
3. Construction must begin within one year of preliminary
approval. The city Council may grant a time extension if just
cause lS shown.
4. Contractors doing work on projects funded in whole or in part
by tax-exempt financing:
a. Shall not discriminate in the hiring and firing of
. employees on the basis of race, color, creed, religion,
national origin, sex, marital status, age, disability or
the need for public assistance.
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b. Shall pay employees as provided under the United states
Code, Section 276A, as amended through June 23, 1986, and
. undE.r Minnesota statutes 1985, sections 177.41 - 177.44.
c. Shall employ Minnesota residents in at least 80% of the
jobs created by the project. In addition, at least 60% of
these employees shall be residents of the seven-county
metropolitan area. Residential status shall be determined
as of the date of the project's approval by the City
Council. However, if the contractor can show that these
quotas are not possible because of a shortage of qualified
personnel in specific skills, the contractor may request a
release from the city Council of the two residency
requirements. These requirements shall continue for the
length of the construction project.
d. Shall be active participants in a state of Minnesota
apprentice program, approved by the Department of Labor
and Industry.
e. The above requirements shall apply to all subcontractors
working on the project.
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5. You must use the city's Bond Counsel.
6. The project must involve an existing business that the City
wishes to expand or a new business which the City wishes to
. attract. A business is the manufacturing, distribution, sale,
storage or making of any merchandise, real estate, produce
food, housing or services which will produce income for one or
more individuals. An existing business 1S a commercial project
that has operated for at least one year in the City. A new
business is a commercial project which does not qualify as an
existing business.
a. Existing business criteria: The city will consider any
expansion, relocation or rehabilitation of an existing
business for approval.
b. New business criteria: The City will only consider a new
business for approval if it:
( 1) Offers at least 400 hours per week of new,
year-around employment, or
(2 ) Involves the rehabilitation of a vacant or scheduled
to be vacated structure, or
(3) Is within a designated development or redevelopment
target area, and
(4) Has a low potential for creating pollution.
. 7. The project must exceed minimum code requirements by including
at least five of the followina features into the project:
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a. Brick
. b. Building design should be a distinctive, non-generic
style.
c. A noticeable increase in the size and quantity of
landscape plantings over what the City normally requires.
d. Underground irrigation of all landscaping.
, e. Open space, other than required setbacks.
f- At least 10% more parking than code requires.
. g. Walkway along street frontages.
h. All parking stall widths at least ten feet.
i. All signs shall be at least 20% smaller or fewer than
allowed by code.
8. city staff shall review compliance with the appropriate
request for refunding of previous bond issues.
9. You must pay an administrative fee to the city of one half
percent of the bond issue. The city will credit the
application fee against the administrative fee.
. AGREEMENT
I, by signing this application, agree to the following:
1. I have read and will abide by all the requirements of the
city for taxable/tax-exempt financing. I will also commit
all contractors, subcontractors and any other major
contributors to the project to all segments applicable to
them. I am aware that failure to comply by myself or any
of the above can result in cancellation of the resolution.
2. The above information is true and correct.
3. I agree to pay all costs involved in the legal and fiscal
review of this project. These costs include the Bond
Counsel and City Attorney, and all costs involved in the
issuance of the bonds to finance the project.
4. I understand that the city reserves the right to deny
final approval, regardless of preliminary approval or the
degree of construction completed.
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Date
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. CITY OF HOPKINS
Hennepin County, Minnesota
RESOLUTION NO. 99-013
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF A
HEAL TH CARE FACILITY REVENUE NOTE,
TO PROVIDE FUNDS FOR A PROJECT ON BEHALF OF
AUGUSTANA CHAPEL VIEW HOMES, INC.
BE IT RESOLVED by the City Council of the City of Hopkins, MilU1esota (the "City"), as
follows:
1. Authority. The City is, by the Constitution and laws of the State of Minnesota,
including Minnesota Statutes, Sections 469.152 to 469.165, as amended (the
"Act"), authorized to issue and sell its revenue bonds for the purpose of
financing costs of authorized projects and to enter into agreements necessary
or convenient in the exercise of the powers granted by the Act.
. 2. Authorization of Proiect: Documents Presented. Augustana Chapel View
Homes, Inc., a Minnesota nonprofit corporation (the IICorporation"), has
proposed to this Council that the City issue and sell its City of Hopkins Health
Care Facility Revenue Note (Augustana Chapel View Homes, Inc. Project),
Series 1999 (the IINote"), in an aggregate principal amount not to exceed
$700,000 pursuant to the Act and loan the proceeds thereof to the Corporation
in order to finance costs incurred in the construction of an expansion to the
Corporation's nursing facility located at 615 Minnetonka Mills Road in the
City (referred to generally herein, together with any related site improvements,
as the "Project"). Forms of the following documents have been submitted to
the City and are now on file in the office of the City Clerk:
(a) Loan and Purchase Agreement (the "Loan Agreement") between the
City, the Corporation and the lender named therein (the "Lender"),
whereby the Lender agrees to purchase the Note, the City agrees to
make a loan to the Corporation of the gross proceeds of sale of the Note
and the Corporation agrees to pay amounts in repayment of the loan
sufficient to provide for the full and prompt payment of the principal
of, premium, if any, and interest on the Note when due; and
. (b) Combination Mortgage, Security Agreement and Fixture Financing
Statement and Assignment of Leases and Rents (together, the
"Mortgage"), each from the Corporation to the City, and to be assigned
M1.463917.01
1 AUTHORJZING RESOLUTION
. by the City to the Lender pursuant to an Assignment of Mortgage, by
which the Corporation grants, as security for the payment of the Note, a
mortgage lien on and security interest in the Project, as mortgaged
thereunder, and as more fully described therein;
(c) Loan Agreement Assignment (the "Loan Agreement Assignment" from
the City to the Lender, by which the City assigns to the Lender its
interest in the Loan Agreement; and
(d) the Note.
3. Findings. It is hereby found, determined and declared that:
(a) There is no litigation pending or, to the best of its knowledge,
threatened against the City relating to the Note, the Loan Agreement,
the Mortgage, the Assignment of Mortgage or the Loan Agreement
Assignment or questioning the due organization of the City, or the
powers or authority of the City to issue the Note and lll1dertake the
transactions contemplated hereby.
. (b) The execution, delivery and performance of the City's obligations under
the Note, the Mortgage, the Assignment of Mortgage, the Loan
Agreement and the Loan Agreement Assignment do not and will not
violate any order of any court or other agency of government of which
the City is aware or in which the City is a party, or any indenture,
agreement or other instrument to which the City is a party or by which
it or any of its property is bound, or be in conflict with, result in a
breach of, or constitute (with due notice or lapse of time or both) a
default lll1der any such indenture, agreement or other instrument.
(c) The Note will be issued by the City upon the terms to be agreed upon
by the Lender and the Corporation provided that the interest rate shall
not exceed 7% per annum, and the City's interests in the Loan
Agreement (except for its rights to indemnity and payment of expenses
and repayment of advances) will be pledged to the Lender as security
for the payment of principal of, premium, if any, and interest on the
Note.
(d) The Loan Agreement provides for payments by the Corporation to the
Lender for the account of the City of such amounts as will be sufficient
. to pay the principal of, premium, if any, and interest on the Note when
due.
M1.463917.01
2 AUTHORIZING RESOLUTION
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. (e) Under the provisions of the Act, and as provided in the Loan
Agreement, the Note is not to be payable from nor charged upon any
funds other than amounts payable pursuant to the Loan Agreement
which are pledged to the payment thereof, the City is not subject to any
liability thereon; no owners of the Note shall ever have the right to
compel the exercise of the taxing power of the City to pay any of the
Note or the interest thereon, nor to enforce payment thereof against any
property of the City (other than the interest of the City in the Loan
Repayments to be made by the Corporation under the Loan
Agreement); and each Bond issued under the Indenture shall recite that
such Bond, including interest thereon, shall not constitute or give rise to
a charge against the general credit or taxing powers of the City.
(f) As required by the Act and Section 1 47(f) of the Internal Revenue Code
of 1986, as amended, the City Council of the City conducted a public
hearing on Tuesday, February 16, 1999, on the proposal to undertake and
finance the Project after publication in the official newspaper and a
newspaper of general circulation in the City of a notice setting forth the
time and place of hearing; stating the general nature of the Project and an
estimate of the principal amount of bonds or other obligations to be
. issued to finance the Project; stating that a draft copy of the proposed
Application to the Minnesota Department of Trade and Economic
Development (the "Department"), together with all attachments and
exhibits thereto, was available for public inspection at the offices of the
City, at all times between the hours of 8:00 A.M. to 4:30 P.M. each day
except Saturdays, Sundays and legal holidays to and including the day of
hearing; and stating that all parties who appear at the public hearing shall
have an opportunity to express their views with respect to the proposal.
(g) It is hereby found, determined and declared that the Project furthers the
purposes set forth in the Act in that the purpose of the Project is and the
effect thereof will be to promote the public welfare by the enhancement
of the provision of health care facilities and services in the community.
4. Approval and Execution of Documents. The forms of Note, Loan Agreement,
Mortgage, Assigrunent of Mortgage and Loan Agreement Assigrunent,
referred to in paragraph 2, are approved. The Loan Agreement, the Mortgage,
the Assigrunent of Mortgage and Loan Agreement Assignment shall be
executed in the name and on behalf of the City by the Mayor, the City
Manager and the City Clerk, or executed or attested by other officers of the
. City, in substantially the form on file, but with all such changes therein, not
inconsistent with the Act or other law, as may be approved by the officers
M1.463917.01
3 AUTHORIZING RESOLUTION
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. executing the same, which approval shall be conclusively evidenced by the
execution thereof and then shall be delivered to the Trustee.
5. Submission of Application. In accordance with the requirements of the Act,
officers of the City are hereby authorized and directed to submit the proposal for
the Project to the Department to request its approval thereof, and City officers,
employees, and agents are hereby authorized to provide the Department with
such information as it may require.
6. Approval. Execution and Delivery of Note. Upon receipt of the Department's
approval, the City shall proceed forthwith to issue the Note, in a principal
amount not to exceed $700,000. The Mayor, City Manager, City Clerk and
other City officers are authorized and directed to prepare and execute the Note,
and deliver it to the Lender upon receipt of the purchase price. The Note shall
contain a recital that it is issued pursuant to the Act, and such recital shall to
the extent permitted by law be conclusive evidence of the validity and
regularity of the issuance thereof
7. Certificates, etc. The Mayor, City Manager, City Clerk and other officers of
the City are authorized and directed to prepare and furnish to bond counsel and
. the purchaser of the Note, when issued, certified copies of all proceedings and
records of the City relating to the Note, and such other affidavits and
certificates as may be required to show the facts appearing from the books and
records in the officers' custody and control or as otherwise known to them;
and all such certified copies, certificates and affidavits, including and
heretofore furnished, shall constitute representations of the City as to the truth
of all statements contained therein.
8. Oualified Tax-Exempt Obligations. The Note is hereby designated as
"qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of
the Internal Revenue Code of 1986, as amended. The Note is to be issued on
behalf of an organization described in Section 50 1( c )(3) of the Code and is to
be issued as llqualified 501(c)(3) bonds" under Section 145 of the Code. The
City, together with all subordinate entities thereof, does not reasonably expect
to issue tax-exempt obligations, including the Note (other than private activity
bonds not constituting "qualified 501(c)(3) bonds"), which, when added
together with all such obligations heretofore issued by the City, or such
subordinate entities, in calendar year 1999, will be in an aggregate amount
exceeding $10,000,000 in calendar year 1999.
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Ml:463917.01
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. Adopted by the City Council of the City of Hopkins this day of February, 1999.
BY:
Charles D. Redepenning, Mayor
ATTEST:
Terry Oberrnaier, City Clerk
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MI "463917.01
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FAEGRE & BENSON LLP
. 2200 NORWEST CENTER, 90 SOUTH SEVENTH STREET
MlNNEAPoLlS, MrnNEsOTA 55402-3901
T:HLEPHONE 612-336-3000
I'ACSIMILf. 61Z-336-3026 STEFANIE N. GALEY
splcy@fllegR.wm
612/336-3324
February 9, 1999
City of Hopkins
Attn: Jim Kerrigan
1010 South First Street
Hopkins, MN 55343
$700,000
City of Hopkins, Minnesota
Health Care Facility Revenue Note
(Augustana Cbapel View Homes, Inc. Project)
Series 1999
The City of Hopkins has been requested to give its approval to the issuance of an
approximately $700,000 Health Care Facility Revenue Note (Augustana Chapel View
. Homes, Inc. Project), Series 1999 (the tlNote") for the purpose of financing the construction
of an addition to the nursing facility owned and operated by Augustana Chapel View Homes,
Inc. (the tlBorrower") in the City. The Council is being requested to hold a public hearing as
required by state and federal law, and to give its fmal approval to the issuance and sale of the
Note at its meeting of February 16th.
I have reviewed the documentation to be entered into by the City in connection with the
issuance of the Note, and such documents clearly establish that the Note will be secured
solely by payments made by the Borrower under its Loan and Purchase Agreement with the
City and the lender named therein, and further that no City funds, revenues or taxes will be
pledged or made available to pay the Note. By issuing the Note, the City will assist the
Borrower by reducing its debt service costs with respect to its proposed borrowing.
If you or any member of the Council have any questions regarding the Note, please feel free
to call me.
SmCereIY~_
SNG:melbj #_Galey ~
cc: Jerre Miller
. MI :465706.01
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