1999-09-22 Resolution NO. 2018-016 CITY OF ALBERTVILLE
COUNTY OF WRIGHT
STATE OF MINNESOTA
RESOLUTION NO. 2018-016
RESOLUTION APPROVING ASSIGNMENTS OF TAX
INCREMENT FINANCING AND REGULATORY
AGREEMENT IN CONNECTION WITH COTTAGES OF
ALBERTVILLE; AUTHORIZING EXECUTION OF
CONSENTS TO SUCH ASSIGNMENTS
WHEREAS, the City of Albertville (the "City") executed and entered into that certain
Contract for Private Development dated as of September 22, 1999(the"Contract") with Cottages of
Albertville, LLC (the "Developer") and Group for Affordable Housing — Albertville, LLC (the
"Holder") for the construction of a certain senior housing facility within the City (the "Facility");
and
WHEREAS, pursuant to the Contract, the City issued its Tax Increment Revenue Note,
Series 1999 in the original principal amount of$390,000 (the"TIF Note") to the Holder; and
WHEREAS, the Developer conveyed the Facility and assigned its rights and obligations
under the Contract to REE Cottages of Albertville LLC ("REE Cottages") and the Holder assigned
the TIF Note to REE Cottages, pursuant to an Assignment and Assumption of Contract for Private
Development between the Developer, the Holder, and REE Cottages, dated as of December 22,
2016 (the"TIF Assignment"), approved by the City by resolution on December 19,2016; and
WHEREAS, by resolution on January 16, 2017, the City additionally approved an
Assignment and Assumption of Amended Regulatory Agreement between the Developer and REE
Cottages, dated as of December 22,2016 (the"Regulatory Assignment"); and
WHEREAS, REE Cottages now desires to convey the Facility and to assign its rights and
obligations under the Contract, TIF Note, and Regulatory Agreement to Kalland Avenue Properties,
LLC ("Kalland"), and has requested that the City approve the form of a new Assignment and
Assumption of Contract for Private Development and a new Assignment and Assumption of
Amended and Restated Regulatory Agreement(together the"2018 Assignments"); and
WHEREAS, in order to obtain financing for the acquisition of the Facility, Kalland intends
to collaterally assign to American Heritage National Bank (the "Lender") its rights under the
Contract, including its right,title to and interest in the TIF Note,pursuant to the Assignment, Pledge
and Security Agreement of Tax Increment Financing between Kalland and the Lender (the
"Collateral Assignment"), and has requested that the City acknowledge and consent to the Collateral
Assignment through execution of the Consent of City of Albertville, Minnesota (the "Consent");
and
WHEREAS, the City's Development Counsel has reviewed and approved the language of
City of Albertville
Meeting.of June 18,2018
Resolution No.2018-016
Page 2
the proposed 2018 Assignments, the Collateral Assignment, and the Consent in the forms on file
with the City Finance Director, and has recommended approval of these documents.
NOW, THEREFORE, be it resolved by the City Council of the City of Albertville as
follows:
1. The City hereby approves the 2018 Assignments to Kalland in substantially the form
delivered to the City and on file with the City Finance Director.
2. The City further approves the Collateral Assignment in the form delivered to the
City and on file with the City Finance Director.
3. The Mayor and City Administrator are hereby authorized to execute and deliver to
Kalland the Consent in substantially the form attached as Exhibit A to this resolution, subject to
modifications that do not alter the substance of the transaction and are approved by such officials,
provided that execution of the Consent by such officials is conclusive evidence of their approval.
4. The City Finance Director is hereby authorized to execute and deliver to Kalland an
amended TIF Note registration page, evidencing Kalland as holder of the TIF Note.
Adopted by the City of Albertville this 18th day of June,2018.
Zto-eL
John Vdsch, Acting Mayor
ATTEST:
74:1W_Kimberlyena, City Clerk
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City of Albertville
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Resolution No.2018-016
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EXHIBIT A
CONSENT OF
THE CITY OF ALBERTVILLE, MINNESOTA
The CITY OF ALBERTVILLE ("City") acknowledges that it has reviewed the
Assignment, Pledge and Security Agreement of Tax Increment Financing ("Assignment")
entered into by and between KALLAND AVENUE PROPERTIES, LLC, a Minnesota limited
liability company ("Borrower"), and AMERICAN HERITAGE NATIONAL BANK, a national
banking association ("Lender") dated June , 2018, and consents to the endorsement of the
TIF Note (as defined in the Assignment), to the assignment of the Collateral (as defined in the
Assignment), and to Borrower's mortgage of the Property
(as defined in the Development Agreement) to Lender, its successors and/or assigns, and to the
pursuit of all of Lender's remedies in connection therewith. Payments under the Note (as defined
in the Development Agreement) shall continue to be made to Borrower,until Lender gives notice
to City that payments under the Note shall be paid to Lender. Upon receipt of such notice,
payments under the Note shall be made to Lender. All terms used herein not otherwise defined
shall have the meanings set forth in the Assignment and the Loan Documents described therein.
City further covenants,represents and warrants to and agrees with Lender as follows:
1. That it has received good and valuable consideration for the TIF ‘Note and the
Development Agreement.
2. That the unpaid principal balance due on the TIF Note as of the date hereof is $263,300,
and no defaults or events of default exist under the terms of said TIF Note or the
Development Agreement.
3. The Minimum Improvements, as defined in the Development Agreement, have been
fully constructed in accordance with the Development Agreement.
4. The Borrower is in compliance with the terms of the Development Agreement, and the
Development Agreement and the TIF Note remain in full force and effect.
5. There.are no defenses, setoffs or counterclaims against or with regard to the TIF Note
or the Development Agreement or the indebtedness evidenced thereby. The TIF Note
and the Development Agreement constitute all of the documents entered into by the
undersigned in connection with the TIF Note and have not been amended or modified
except as described in the Assignment and are valid and enforceable obligations of
City in accordance with their terms.
6. City hereby agrees that should Lender obtain the appointment of a receiver or become
the owner of the Property, or otherwise enforce its rights under the Loan Documents,
Lender shall not be obligated to perform the terms and conditions of the Development
Agreement; provided, however, that performance of the terms and conditions thereof
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shall be a condition to City's payment of tax increment under the TIF Note to Lender
under the terms and provisions hereof.
7. In addition to providing the Borrower notice of default under the Development
Agreement,the City agrees to provide Lender,its successors and assigns, with copies
of any notice of default given under the Development Agreement and that Lender, its
successors and assigns, shall have the right but not the obligation to cure any such
default on behalf of the Borrower within the time specified in the Development
Agreement, provided that should possession of the Property be necessary in order to
cure such default, such time shall include a reasonable amount of time for Lender to
obtain possession of the Property and to cure such default. Should an Event of
Default occur under the Development Agreement, such that the City has the right to
cancel, terminate or rescind the TIF Note and the Development Agreement or the
TIF Note and Development Agreement are cancelled, terminated or rescinded for
any other reason, the City shall upon request of Lender honor the TIF Note and the
Development Agreement as a direct obligation to Lender, its successors or assigns,
for the remaining unpaid principal balance thereof, provided that Lender has cured
the Event of Default under the Development Agreement except Events of Default
resulting from a bankruptcy filing by the Borrower or foreclosure of the Security
Instrument.
8. Provided all other provisions of the Development Agreement which are conditions
to payment under the TIF Note are satisfied, the Development Agreement and the
obligations of the City under the TIF Note shall not be relieved, hindered or
restricted in any manner by reason of the foreclosure of the Security Instrument or
any other remedies which Lender may pursue under the Note or other Loan
Documents, including the transfer of the Project to or by Lender, its successors and
assigns.
9. The undersigned understands and agrees that this Consent of the City of Albertville
("Consent") is executed and delivered in order to induce Lender to make the Loan(as
described in the Assignment) and but for this Consent Lender would not make the
Loan.
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City of Albertville •
Meeting of June 18,2018
Resolution No.2018-016
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IN WITNESS WHEREOF, the undersigned authorized representatives of the City have
executed this Consent of the City of Albertville as of the date and year first written above.
CITY OF ALBERTVILLE,MINNESOTA
By
Its Mayor (A-4. ,:(1)
•
By
Its City strati r
STATE OF MINNESOTA }
}ss
COUNTY OF WRIGHT }
The foregoing instrument was acknowledged before me on this dayliof June, 2018, by Jillizui
LlaaElrirkson and Adam Nafstad, the Mayor and City Administrator of the CITY OF
ALBERTVILLE, MINNESOTA, a municipal corporation under the laws of the State of
Minnesota, on behalf of the CITY OF ALBERTVILLE,MINNESOTA.
(SEAL)'
Notary Public
Tina Louise Lannes p ?�= Notary Public
„; Minnesota
',;;.: "' My Commission Expires January 31,2019
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