Agenda- HRANOVEMBER
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I. CALL TO ORDER
HOPKINS HRA REGULAR MEETING
November 1, 2011
7:20 p.m.
II. OPEN AGENDA - PUBLIC COMMENTS
(Public must fill out a Speaker Request form. There is a three
minute limit for each person.)
III. CONSENT AGENDA
1. Approve minutes of the October 4, 2011, regular meeting
2. Approve disbursements through October 31, 2011
3. ITEM HRA 2011-16 Decertification of Tax Increment Financing
District 1-3, Resolution 481
Recommendation: approve consent agenda
Board Action:
IV. NEW BUSINESS
2. ITEM HRA 2011-17 Phase Note and Coverage Note for
Cargill, Excelsior Crossings
Recommendation: adopt Resolution 482
Board Action:
V. ADJOURNMENT
Board Action:
DECEMBER
MAXWELL
S
M
T
W
T
F
S
BRAUSEN
1
2
3
HALVERSON
4
5
6
7
8
9
10
ROWAN
11
12
13
14
15
16
17
YOUAKIM
18
19
20
21
22
23
24
25
26
27
28
29
30
31
MORNSON
ELVERUM
HOPKINS HRA REGULAR MEETING
November 1, 2011
7:20 p.m.
II. OPEN AGENDA - PUBLIC COMMENTS
(Public must fill out a Speaker Request form. There is a three
minute limit for each person.)
III. CONSENT AGENDA
1. Approve minutes of the October 4, 2011, regular meeting
2. Approve disbursements through October 31, 2011
3. ITEM HRA 2011-16 Decertification of Tax Increment Financing
District 1-3, Resolution 481
Recommendation: approve consent agenda
Board Action:
IV. NEW BUSINESS
2. ITEM HRA 2011-17 Phase Note and Coverage Note for
Cargill, Excelsior Crossings
Recommendation: adopt Resolution 482
Board Action:
V. ADJOURNMENT
Board Action:
UNOFFICIAL
MINUTES OF HOPKINS HRA REGULAR MEETING
October 4, 2011
A regular meeting of the Hopkins Housing and Redevelopment
Authority was held October 4, 2011, at Hopkins City Hall.
Present were Chairman Eugene Maxwell and Commissioners Rick
Brausen, Kristi Halverson, Bruce Rowan and Cheryl Youakim. Also
present were Executive Director Mike Mornson, Assistant
Executive Director Kersten Elverum and City Attorney Jerry
Steiner.
I. CALL TO ORDER
The meeting was called to order at 7:26 p.m.
II. OPEN AGENDA - PUBLIC COMMENTS
No one from the public came forward to speak.
III. CONSENT AGENDA
• 1. Approve minutes of the September 6, 2011, regular meeting
2. Approve disbursements through September 30, 2011
Commissioner Rowan moved, Commissioner Brausen seconded, to
approve the consent agenda. The motion was approved
unanimously.
IV. NEW BUSINESS
1. ITEM 2011-15 Renewal of General Liability and Property
Insurance
Finance Director Christine Harkess recommended renewal of the
general liability and property insurance and not waiving the
statutory tort liability limits. She indicated that this
action will save money in premium costs and potentially in
lawsuit costs. Chairman Maxwell asked about changes; Ms.
Harkess explained they were minimal.
Commissioner Rowan moved, Commissioner Halverson seconded, to
approve renewal of the LMCIT Insurance Policy for the HRA and
to not waive the statutory tort liability limits to the extent
of the coverage purchased. The motion was approved
unanimously.
UNOFFICIAL
0 Minutes of Regular HRA Meeting, October 4, 2011 - Page 2
V. ADJOURNMENT
Commissioner Brausen moved, Commissioner Youakim seconded, to
adjourn the meeting. The motion was approved unanimously. The
meeting adjourned at 7:29 p.m.
Eugene J. Maxwell, Chairman
Mike Mornson, Executive Director
.7
0
10/10/2011 8:44 AM
A / P CHECK
REGISTER
PAGE: 1
PACKET:
02240 HRA 10-10-2011
VENDOR
SET: 01
BANK
HRA HRA WELLS FARGO
0
CHECK CHECK
CHECK
CHECK
VENDOR
NAME / I.D. DESC
TYPE DATE
DISCOUNT
AMOUNT NO#
AMOUNT
27829
ACME GENERAL CONTRACTING
R 10/10/2011
012281
1,495.00
27274
CITY OF HOPKINS
R 10/10/2011
012282
1,197.00
03635
CONTINENTAL RESEARCH CORPORATION
R 10/10/2011
012283
68.12
07711
FINKEN GREAT GLACIER WATER
R 10/10/2011
012284
13.52
06691
FRANKS AUTO BODY
R 10/10/2011
012285
691.34
07182
GENERAL ELECTRIC CO
R 10/10/2011
012286
1,433.00
27200
HD SUPPLY FACILITIES MAINTENANCE
R 10/10/2011
012287
260.34
13336
MIDWEST MAINTENANCE & MECHANICAL INC
R 10/10/2011
012288
134.80
14040
C. NABER & ASSOCIATES
R 10/10/2011
012289
205.00
28456
BOBBY PARKER
R 10/10/2011
012290
100.00
16453
PLUNKETTS
R 10/10/2011
012291
31.49
�7
SCHERER BROS. LUMBER CO.
R 10/10/2011
012292
31.49
21558
STACY UNOWSKY
R 10/10/2011
012293
183.15
22000
VAIL PLACE
R 10/10/2011
012294
6,447.36
23008
WASTE MANAGEMENT OF WI -MN
R 10/10/2011
012295
581.67
25080
XCEL ENERGY
R 10/10/2011
012296
3,406.63
* * T 0 T A L S * *
NO#
DISCOUNTS
CHECK AMT
TOTAL APPLIED
REGULAR CHECKS:
16
0.00
16,279.91
16,279.91
HANDWRITTEN CHECKS:
0
0.00
0.00
0.00
PRE -WRITE CHECKS:
0
0.00
0.00
0.00
DRAFTS:
0
0.00
0.00
0.00
VOID CHECKS:
0
0.00
0.00
0.00
NON CHECKS:
0
0.00
0.00
0.00
CORRECTIONS:
0
0.00
0.00
0.00
REGISTER TOTALS:
16
0.00
16,279.91
16,279.91
TOTAL ERRORS: 0 TOTAL WARNINGS:
0
•
10/10/2011 8:44 AM
PACKET: 02240 HRA 10-10-2011
VENDOR SET: 01
BANK HRA HRA WELLS FARGO
0
VENDOR NAME / I.D. DESC
l�
u
A / P CHECK REGISTER
CHECK CHECK CHECK
TYPE DATE DISCOUNT AMOUNT NO#
** POSTING PERIOD RECAP **
FUND PERIOD AMOUNT
-----------------------------------------
001 10/2011 16,279.91CR
ALL 16,279.91CR
PAGE: 2
CHECK
AMOUNT
10/10/2011 9:16 AM
PACKET: 02243 HRA #2 10-10-2011
VENDOR SET: 01
BANK HRA HRA WELLS FARGO
*OR NAME / I.D. DESC
*VOID* VOID CHECK
16453 PLUNKETTS
** T 0 T A L S
REGULAR CHECKS:
HANDWRITTEN CHECKS:
PRE -WRITE CHECKS:
DRAFTS:
VOID CHECKS:
NON CHECKS:
CORRECTIONS:
REGISTER TOTALS:
TOTAL ERRORS: 0 TOTAL WARNINGS: 0
0/10/2011 9:17 AM
CKET: 02243 HRA #2 10-10-2011
VENDOR SET: 01
BANK HRA HRA WELLS FARGO
VENDOR NAME / I.D. DESC
0
A / P CHECK REGISTER
PAGE: 1
CHECK CHECK CHECK CHECK
TYPE DATE DISCOUNT AMOUNT NO# AMOUNT
V 10/10/2011 012291 **VOID**
R 10/10/2011 012297 24.05
NO#
DISCOUNTS
CHECK AMT
TOTAL APPLIED
1
0.00
24.05
24.05
0
0.00
0.00
0.00
0
0.00
0.00
0.00
0
0.00
0.00
0.00
1
0.00
0.00
0.00
0
0.00
0.00
0.00
0
0.00
0.00
0.00
2
0.00
24.05
24.05
A / P CHECK REGISTER
CHECK CHECK CHECK
TYPE DATE DISCOUNT AMOUNT NO#
** POSTING PERIOD RECAP **
FUND PERIOD AMOUNT
-------------------------------------------
001 10/2011 24.05CR
ALL 24.05CR
PAGE: 2
CHECK
AMOUNT
10/28/2011 8:53 AM
A / P CHECK REGISTER
PACKET:
02270 HRA 10-28-2011
012298
49.00
VENDOR
SET: 01
012300
557.89
BANK
HRA HRA WELLS FARGO
012302
20,947.17
ONDOR
148.09
CHECK
CHECK
012305
NAME / I.D. DESC
TYPE
DATE
28486
AASC
R
10/28/2011
27829
ACME GENERAL CONTRACTING
R
10/28/2011
03165
CENTERPOINT ENERGY
R
10/28/2011
17806
CENTURY LINK
R
10/28/2011
03316
CITY OF HOPKINS
R
10/28/2011
08644
HOME DEPOT CREDIT SERVICES
R
10/28/2011
26106
L & R SUBURBAN LANDSCAPING
R
10/28/2011
13336
MIDWEST MAINTENANCE & MECHANICAL INC
R
10/28/2011
13446
MN DEPT LABOR & INDUSTRY
R
10/28/2011
28107
MN NAHRO
R
10/28/2011
14040
C. NABER & ASSOCIATES
R
10/28/2011
�60
NEXTEL WEST CORP.
R
10/28/2011
26965
OCE IMAGISTICS INC
R
10/28/2011
28281
TRUGREEN-Mtka 5640
R
10/28/2011
22000
VAIL PLACE
R
10/28/2011
TOTAL ERRORS: 0
•
** T 0 T A L S
REGULAR CHECKS:
HANDWRITTEN CHECKS:
PRE -WRITE CHECKS:
DRAFTS:
VOID CHECKS:
NON CHECKS:
CORRECTIONS:
REGISTER TOTALS:
TOTAL WARNINGS: 0
DISCOUNT AMOUNT
PAGE: 1
CHECK
CHECK
NO#
AMOUNT
012298
49.00
012299
980.00
012300
557.89
012301
137.92
012302
20,947.17
012303
148.09
012304
225.00
012305
50.00
012306
100.00
012307
355.00
012308
150.00
012309
111.72
012310
142.00
012311
90.85
012312
6,167.04
NO#
DISCOUNTS
CHECK AMT
TOTAL APPLIED
15
0.00
30,211.68
30,211.68
0
0.00
0.00
0.00
0
0.00
0.00
0.00
0
0.00
0.00
0.00
0
0.00
0.00
0.00
0
0.00
0.00
0.00
0
0.00
0.00
0.00
15
0.00
30,211.68
30,211.68
10/28/2011 8:53 AM
PACKET: 02270 HRA 10-28-2011
VENDOR SET: 01
BANK HRA HRA WELLS FA -RSO
VENDOR NAME / I.D.
DESC
CHECK CHECK
TYPE DATE DISCOUNT AMOUNT
** POSTING PERIOD RECAP **
FUND PERIOD AMOUNT
-------------------------------------------
00i i0/2011 �G,211.58CR
----------------------------------
^_LL 30.211.68CR
•
•
•
CHECK
CHECK
NO#
AMOUNT
•
•
G\TY OF
C210
October 27, 2011 H O P K I N S HRA Report 2011-16
DECERTIFICATION OF TAX INCREMENT FINANCING DISTRICT 1-3
Proposed Action
Staff recommends adoption of the following motion: Move to approve Resolution
481 authorizing the decertification of Tax Increment Financing District No. 1-3.
With this motion, the resolution will be forwarded to Hennepin County, and
District 1-3 will be decertified.
Overview
The HRA established TIF District 1-3 in 2005 for the purpose of facilitating a
redevelopment project referred to as Block 64. The District was challenged in
Hennepin County District Court and was ruled invalid. This determination was
later upheld by the Court of Appeals.
While the City of Hopkins does not agree with the ruling, there is no other option
than to notify Hennepin County of the status and request that the District be
• decertified.
Primary Issues to Consider
As mentioned, the Hopkins HRA has no choice but to notify Hennepin County
that TIF District 1-3 was ruled invalid by Hennepin County Courts. Any tax
increment received to date will be returned to Hennepin County for disbursement
to the taxing jurisdictions.
Supporting Documents
• Resolution 481
Ker en EI Brum
Director Planning & Development
Financial Impact: $ 0 Budgeted: Y/N Source:
Related Documents (CIP, ERP, etc.):
Notes:
•
U
HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR THE CITY OF HOPKINS
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 481
BEING A RESOLUTION AUTHORIZING THE DECERTIFICATION BY THE
HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF
HOPKINS OF ITS TAX INCREMENT FINANCING DISTRICT NUMBER 1-3
WHEREAS, the Housing and Redevelopment Authority In and For the City of Hopkins,
Minnesota (the "Authority") and the City of Hopkins (the "City"), have the legal authority to create
redevelopment projects pursuant to Minnesota Statutes, Section 469.001 to 469.047, inclusive, and
to create tax increment financing districts within such redevelopment projects pursuant to
Minnesota Statutes, Sections 469.174-.179, inclusive.
WHEREAS, pursuant to a Tax Increment Financing Plan (the "Tax Increment Plan") the
Authority and the City created Tax Increment Financing District No. 1-3 (the "District") within the
Authority's Redevelopment Project No. 1; and
WHEREAS, subsequent to the creation of the District, the District was challenged in
Hennepin County District Court and the District Court Judge ruled that the District was improperly
created; and
WHEREAS, the Minnesota Court of Appeals upheld the District Court decision and the
Minnesota Supreme Court refused to hear an appeal of the matter, so the Authority has no further
options to appeal the District Court decision; and
WHEREAS, the Authority has determined that it is necessary to request that the Hennepin
County Auditor decertify the District at this time.
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the
Authority to authorize the decertification of the District, and the Executive Director of the Authority
is hereby directed to furnish the City Council of the City with a copy of this Resolution and to take
all other actions, including notifying the County Auditor of Hennepin County, Minnesota, necessary
to decertify the District.
DATED: 12011
ATTEST:
Executive Director
Chainnan
CITY OF
October 26, 2011 C3�HRA Report 2011-17
• NOPKINS
PHASE NOTE AND COVERAGE NOTE FOR CARGILL -
EXCELSIOR CROSSINGS
•
Proposed Action
Staff recommends adoption of the following motion: Move to approve resolution 482
authorizing the issuance of Phase Note and Coverage Note to Cargill Incorporated for
the Excelsior Crossings project.
With this motion the notes will be prepared and executed.
Overview
The Hopkins HRA and Cargill have entered into a Redevelopment Agreement which
supported the construction of a 279,872 square foot commercial building — Excelsior
Crossings Phase III. The Authority agreed that it would utilize tax increment generated
from Phase III to reimburse the Redeveloper for certain costs incurred by the
Redeveloper. The Authority issued its $4,825,000 Tax Increment Revenue Bonds, the
net proceeds of which were used to reimburse the Redeveloper for a portion of the
costs to be reimbursed under the Contract. In order to fully reimburse the Redeveloper
as contemplated by the Contract, the Authority agreed that it would issue a phase note
payable from certain excess tax increment revenues generated by Phase III (the "Phase
Note") and a coverage note payable from funds released to the Authority by the trustee
for the Bonds with respect to a debt service reserve established in connection with the
issuance of the Bonds.
The notes that have been prepared are a Phase Note, which is in the form attached
hereto as Exhibit A, and a Coverage Note, which is in the form attached to the
Resolution as exhibit B. They were prepared by Bob Dieke, HRA Attorney.
The notes will be paid from the excess tax increment and from the debt service reserve.
There is no obligation for the HRA or the City to make up for a shortfall in tax increment
used to pay the notes.
Supporting Information
• R lutio 482
Kersten Elverum
Director of Planning & Development
Financial Impact: $ 0 Budgeted: Y/N Source:
Related Documents (CIP, ERP, etc.):
Notes:
. HOUSING AND REDEVELOPMENT AUTHORITY
IN AND FOR
THE CITY OF HOPKINS, MINNESOTA
RESOLUTION NO. 482
RESOLUTION AUTHORIZING THE ISSUANCE OF A PHASE NOTE AND
COVERAGE NOTE TO CARGILL INCORPORATED FOR THE EXCELSIOR
CROSSINGS 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. 2-11 (the
"District") within the Authority's Redevelopment Project No. 2 (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 and Cargill Incorporated (the "Redeveloper") have entered into a
Redevelopment Agreement dated as of March 17, 2007, and a First Amendment to
Redevelopment Agreement dated as of September 28, 2009 (collectively, the "Contract").
Pursuant to the Contract the Redeveloper has caused to be constructed a 279,872 square foot
commercial building ("Phase III") within the District. The Authority agreed in the Contract that
it would utilize tax increment generated from Phase III to reimburse the Redeveloper for certain
costs incurred by the Redeveloper in constructing Phase III. The Authority issued its $4,825,000
Housing and Redevelopment Authority In and For the City of Hopkins, Minnesota Tax
Increment Revenue Bonds (Excelsior Crossings Project Phase Three) Series 2009 (the "Bonds"),
the net proceeds of which were used to reimburse the Redeveloper for a portion of the costs to be
reimbursed under the Contract. In order to fully reimburse the Redeveloper as contemplated by
the Contract, the Authority agreed that it would issue a phase note payable from certain excess
tax increment revenues generated by Phase III (the "Phase Note") and a coverage note payable
from funds released to the Authority by the trustee for the Bonds with respect to a debt service
reserve established in connection with the issuance of the Bonds (the "Coverage Note").
There has been prepared and presented to the Authority's Board of Commissioners a Phase
Note, which is in the form attached hereto as Exhibit A, and a Coverage Note, which is in the
form attached hereto as Exhibit B. The Phase Note and the Coverage Note are collectively
referred to in this Resolution as the "Notes" or individually as a "Note".
L E
•
1.02. Issuance of the Notes. The appropriate officers of the Authority are hereby
authorized to issue and deliver to the Redeveloper the Phase Note and the Coverage Note.
Section 2. Form of Notes. The Notes shall be substantially in the forms attached hereto,
with the blanks to be properly filled in.
Section 3. Terms, Execution and Deliverv.
3.01. Dates; Interest Payment Dates. The Phase Note shall be dated as of the date of the
issuance of the Bonds and the Coverage Note shall be dated as of the date of its 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 Scheduled Payment Date,
as defined in the Notes, whether or not such day is a business day.
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 ister. 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.
11
•
(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.
(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 terms, 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.
Section 4. Security Provisions.
4.01 Pledge. The Authority hereby pledges to the payment of the principal of and interest
on the Phase Note the Available Tax Increment, as defined in the Contract.
Section 5. Certification of Proceedings.
0
•
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 information 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.
Adopted this 1 st day of November, 2011.
Attest:
Secretary
•
Eugene Maxwell, Chairman
EXHIBIT A
$3,032,879
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR
THE CITY OF HOPKINS
LIMITED REVENUE TAX INCREMENT NOTE
(CARGILL INCORPORATED PHASE NOTE)
The Housing and Redevelopment Authority In and For the City of Hopkins, Minnesota
(the "Authority"), hereby acknowledges itself to be indebted and, for value received, promises to
pay to the order of Cargill, Incorporated, a Delaware corporation, or its permitted assigns (the
"Owner"), solely from the source, to the extent and in the manner hereinafter provided, the
principal amount of this Note, being Three Million Thirty Two Thousand Eight Hundred
Seventy Nine Dollars ($3,032,879) (the "Principal Amount"), together with interest thereon at
the rate of five and seventy five one hundredths percent (5.75%) per annum (the "Rate") said
amount to be paid commencing on February 1, 2012, and continuing on each February 1 and
August 1, thereafter until termination of the Authority's Tax Increment Financing District No. 2-
11 (the "Scheduled Payment Dates"). The term of this Note shall continue until the entire
Principal Amount of and interest on this Note has been paid or until termination of the
Authority's Tax Increment Financing District No. 2-11, whichever is earlier. Interest shall be
computed on the basis of a 360 -day year of twelve (12) 30 -day months.
Each payment on this Note is payable in any coin or currency of the United States of
America which on the date of such payment is legal tender for public and private debts and shall
be made by check or draft made payable to the Owner and mailed to the Owner at its postal
address within the United States as is designated from time to time by the Owner, or, if so
requested by Owner, shall be made by wire transfer to the Owner, to such bank account within
the United States, as is designated from time to time by Owner.
The Note is a special and limited obligation and not a general obligation of the Authority,
which has been issued by the Authority pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota, including Minnesota Statutes, Section 469.178, subdivision
4, to aid in financing a "project", as therein defined, of the Authority consisting generally of
defraying certain public redevelopment costs incurred and to be incurred by the Authority within
and for the benefit of its Redevelopment Project No. 2 (the "Project").
THIS NOTE IS NOT A DEBT OF THE CITY OF HOPKINS OR THE STATE OF
• MINNESOTA (THE "STATE"), AND NEITHER THE CITY, THE STATE NOR ANY
POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE ON THE NOTE, NOR
SHALL THIS NOTE BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER
THAN THE AMOUNTS HEREBY PLEDGED THE PAYMENT OF THIS NOTE.
•
The Authority and the Owner have entered into that certain Redevelopment Agreement
dated as of March 15, 2007, and First Amendment to Redevelopment Agreement dated as of
September 28, 2009, (collectively, the "Contract"). Pursuant to the Contract the Owner is
undertaking the development of an office development (the "Minimum Improvements") in the
City of Hopkins (the "City"). In order to assist the Owner in its development of the Minimum
Improvements the Authority has, pursuant to the terms of the Contract, issued the $4,825,000
Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota Tax Increment
Revenue Bonds (Excelsior Crossings Project Phase Three) Series 2009 (the "Bonds"). Net
proceeds from the sale of the Bonds have been made available to the Owner to reimburse it for
certain qualified costs incurred in constructing the Minimum Improvements. In connection with the
issuance of the Bonds an Indenture of Trust (the "Indenture") has been entered into between the
Authority and U.S. Bank National Association, as trustee for the Bonds (the "Trustee").
So long as the any of the Bonds are outstanding and unpaid, the Scheduled Payment of
this Note due on any Scheduled Payment Date is payable solely from and only to the extent of
amounts paid by the Trustee to the Authority pursuant to Section 5.6 of the Indenture, after
deducting any amounts required to be paid by the Authority to the Owner pursuant to that certain
Housing and Redevelopment Authority In and For the City of Hopkins Limited Revenue Note
(Cargill Coverage Note) dated of even date herewith, issued by the Authority to the Owner (the
"Coverage Note").
. After the entire principal amount of and interest on the Bonds has been paid in full, this
Note shall be payable solely from and only to the extent of Available Tax Increment, which
consists of a portion of the real property taxes received as tax increment by the Authority with
respect to the Authority's Tax Increment Financing District No. 2-11. Available Tax Increment,
with respect to each Scheduled Payment Date, shall have the meaning given to such term in the
Contract, provided, that there shall first be deducted from Available Tax Increment any amount
required to be paid by the Authority to the Owner pursuant to the Coverage Note described
above.
The Authority shall pay on each Scheduled Payment Date to the Owner the amounts
herein pledged to the payment of this Note. Payments shall be first applied to accrued interest
and then to the Principal Amount. If not terminated sooner pursuant to the terms of this Note or
the Contract, upon termination of the Authority's Tax Increment District No. 2-11, the
Authority's payment obligations under this Note shall terminate and this Note shall no longer be
an obligation of the Authority.
This Note shall not be payable from or constitute a charge upon any funds of the
Authority, and the Authority shall not be subject to any liability hereon or be deemed to have
obligated itself to pay hereon from any funds except amounts herein pledged to the payment of
this Note, and then only to the extent and in the manner herein specified.
• The Owner shall never have or be deemed to have the right to compel any exercise of any
taxing power of the Authority or of any other public body, and neither the Authority nor any
director, commissioner, council member, board member, officer, employee or agent of the
Authority, nor any person executing or registering this Note shall be liable personally hereon by
reason of the issuance or registration hereof or otherwise.
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C:
This Note shall not be transferable or assignable, in whole or in part, by the Owner
without the prior written consent of the Authority, which consent shall not be unreasonably
withheld or delayed.
This Note is issued pursuant to Resolution of the Authority and is entitled to the
benefits thereof, which resolution is incorporated herein by reference.
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 have happened,
and to be performed precedent to and in the issuance of this Note have been done, have
happened, and have been performed in regular and due form, time, and manner as required by
law; and that this Note, together with all other indebtedness of the Authority outstanding on the
date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of
the Authority to exceed any constitutional or statutory limitation thereon.
IN WITNESS WHEREOF, the Housing and Redevelopment Authority In and For the
City of Hopkins, by its Board of Commissioners, has caused this Note to be executed by the
manual signatures of the Chair and Executive Director of the Authority and has caused this Note
to be dated , 2009.
•
REGISTRATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond register of the
Authority, in the name of the person last listed below.
Date of Registration Registered Owner Signature of Executive Director
Cargill, Incorporated.
Federal Tax I.D. #:
0
•
EXHIBIT B
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR
THE CITY OF HOPKINS
LIMITED REVENUE NOTE
(CARGILL COVERAGE NOTE)
The Housing and Redevelopment Authority In and For the City of Hopkins, Minnesota
(the "Authority"), hereby acknowledges itself to be indebted and, for value received, promises to
pay to the order of Cargill Incorporated, a Delaware corporation, or its permitted assigns (the
"Owner"), solely from the sources, to the extent and in the manner hereinafter provided, the
amounts described in this Note.
The Authority and the Owner have entered into that certain Redevelopment Agreement
dated as of March 15, 2007, and First Amendment to Redevelopment Agreement dated as of
. September 28, 2009, (collectively, the "Contract"). Pursuant to the Contract the Owner is
undertaking the development of an office development (the "Minimum Improvements") in the
City of Hopkins (the "City"). In order to assist the Owner in its development of the Minimum
Improvements the Authority has, pursuant to the terms of the Contract, issued the $4,825,000
Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota Tax Increment
Revenue Bonds (Excelsior Crossings Project Phase Three) Series 2009 (the "Bonds"). Net
proceeds from the sale of the Bonds have been made available to the Owner to reimburse it for certain
qualified costs incurred in constructing the Minimum Improvements.
'Pursuant to the Indenture of Trust (the "Indenture") entered into between the Authority
and U.S. Bank National Association, as trustee for the Bonds (the "Trustee"), $374,597.50 of the
proceeds of the Bonds have been deposited into a debt service reserve fund for the Bonds (the
"Reserve Fund"). In order that the Owner receive the benefits of tax increment financing agreed
to in the Contract, the Authority agrees that it will pay to the Owner the following amounts:
1. The amount of the Reserve Fund released to the Authority pursuant to the terms
of the Indenture;
2. The lesser of (a) the amount of any interest actually earned by the Trustee on
amounts on deposit in the Reserve Fund or (b) any amounts actually paid to the Authority
pursuant to Section 5.6(d) of the Indenture; and
• 3. The lesser of (a) any amount that the Owner may have paid or reimbursed the
Authority to reimburse Opus Northwest, LLC, for amounts previously paid the Owner as
required pursuant to Section 7 of the First Amendment to Redevelopment Agreement referenced
8
•
above or (b) any amounts actually paid to the Authority pursuant to Section 5.6(d) of the
Indenture, after deducting any amounts paid by the Authority pursuant to item 2 above.
After payment in full of the entire principal amount of and interest on the Bonds and
termination of the Indenture, amounts remaining unpaid under items 2 and 3 above, shall be
payable solely from and to the extent of Available Tax Increment. Available Tax Increment
shall have the meaning given such term in the Contract.
Amounts required to be paid by the Authority to the Owner under this Note shall be
payable within a reasonable time after their receipt by the Authority.
Each payment on this Note is payable in any coin or currency of the United States of
America which on the date of such payment is legal tender for public and private debts and shall
be made by check or draft made payable to the Owner and mailed to the Owner at its postal
address within the United States as is designated from time to time by the Owner, or, if so
requested by Owner, shall be made by wire transfer to the Owner, to such bank account within
the United States, as is designated from time to time by Owner.
The Note is a special and limited obligation and not a general obligation of the Authority,
which has been issued by the Authority pursuant to and in full conformity with the Constitution
• and laws of the State of Minnesota, including Minnesota Statutes, Section 469.178, subdivision
4, to aid in financing a "project", as therein defined, of the Authority consisting generally of
defraying certain public redevelopment costs incurred and to be incurred by the Authority within
and for the benefit of its Redevelopment Project No. 2 (the "Project").
THIS NOTE IS NOT A DEBT OF THE CITY OF HOPKINS OR THE STATE OF
MINNESOTA (THE "STATE"), AND NEITHER THE CITY, THE STATE NOR ANY
POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE ON THE NOTE, NOR
SHALL THIS NOTE BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER
THAN AMOUNTS SPECIFICALLY PLEDGED HEREIN.
This Note shall not be payable from or constitute a charge upon any funds of the
Authority, and the Authority shall not be subject to any liability hereon or be deemed to have
obligated itself to pay hereon from any funds except for the funds specifically pledged to the
payment of this Note.
The Owner shall never have or be deemed to have the right to compel any exercise of any
taxing power of the Authority or of any other public body, and neither the Authority nor any
director, commissioner, council member, board member, officer, employee or agent of the
Authority, nor any person executing or registering this Note shall be liable personally hereon by
reason of the issuance or registration hereof or otherwise.
• This Note shall not be transferable or assignable, in whole or in part, by the Owner
without the prior written consent of the Authority, which consent shall not be unreasonably
withheld or delayed.
9
•
•
•
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 have happened,
and to be performed precedent to and in the issuance of this Note have been done, have
happened, and have been performed in regular and due form, time, and manner as required by
law; and that this Note, together with all other indebtedness of the Authority outstanding on the
date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of
the Authority to exceed any constitutional or statutory limitation thereon.
IN WITNESS WHEREOF, the Housing and Redevelopment Authority In and For the
City of Hopkins, by its Board of Commissioners, has caused this Note to be executed by the
manual signatures of the Chair and Executive Director of the Authority and has caused this Note
to be dated 52011.
Chair Executive Director
REGISTRATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond register of the
Authority, in the name of the person last listed below.
Date of Registration Registered Owner
Cargill Incorporated
Federal Tax I.D. #:
10
Signature of Executive Director