3. Resolution 5338 - Amendment - Glacier State Apartments Revenue BondsCharles A. Harball Office of City Attorney
City Attorney 201 First Avenue East
P.O. Box 1997
Kalispell, MT 59903--1997
TO: Mayor Pamela B. Kennedy
and Kalispell City Council
FROM* Charles Harball, City Attorney
Myrt Webb, Interim City Manager
Tel 406.758.7977
Fax 406.758.7979
charball@kalispell.com
SUBJECT. Resolution No. 5335 Amending Approval of the Issuance
of Revenue Bonds for the Financing of the Acquisition and
Rehabilitation of a Multifamily Housing Development
Located in the City of Kalispell
MEETING DATE. Monday, January 20, 2009 — Regular Council Meeting
BACKGROUND: On November 17, 2008 the Kalispell City Council passed.
Resolution. No. 5322 which approved the issuance of revenue bonds for the financing
of the acquisition and rehabilitation of a multifamily housing development located
in the City of Kalispell, specifically for the Glacier State Apartments project. 'These
funds are to be provided by Glacier Bank and loaned by the City to Glacier State
Associates, LP, a Montana limited partnership (the Borrower). Morena Glacier,
LLC and the United way, Inc. will be general partners in the Borrower. The
Borrower will apply the proceeds derived from the Bonds to the costs of the
acquisition, rehabilitation, and equipping of (a) a 61-unit multifamily housing
development known as "Glacier Manor" located at 506 1st Avenue Nest, Kalispell,
Fontana and (b) a 38-unit multifamily housing development known as "Treasure
State Plaza Apartments" located at 600 Liberty Street, Kalispell, Montana. Council
heard evidence from the public regarding the City's consideration to issue revenue
bonds in the approximate aggregate principal amount not to exceed $5,000,000.
Paragraph. 12 of Resolution No. 5322 specified that if the loan was not closed and
the bonds issued prior to December 31, 2008, the City and the other parties would
have to mutually agree to any further terms to continue the transaction.. Prior to
the scheduled closing in December a portion of the anticipated funding for the
project did not become available. Glacier State Associates then made the
determination that the project would only be viable if it applied for and received
property tax exemption status from the State of Montana. The City would only
agree to this so long as Glacier State Associates entered into a PILOT agreement
with the City in which Glacier State Associates agrees to make payments in lieu of
taxes to the City in the same amounts as would otherwise be received from them. by
Memorandum for Resolution 5338
January 14, 2009
Page - 2
the City for property taxes. Glacier state Associates have agreed to do this in
exchange for the City's approval to extend the bond resolution beyond December 31,
2003.
RECO A.TION: That Council consider and pass Resolution. No. 5338 which
approves the closing of the transaction after December 31, 2003.
FISCAL EFFECTS: All other terms of the bonding structure remain in effect. The
City will continue to receive revenues from Glacier state Associates for the term of
the Bonds, but these payments will be paid directly to the City in the form. of
"payment in lieu of taxes" rather to the County to be passed to the City as tax
revenues.
Respectfully submitt. d,
Charles arball, City Attorney
�F
Myrt Webb, Interim. City Manager
Office of City Attorney
City of Kalispell
RESOLUTION NO.5338
RESOLUTION AMENDING RESOLUTION NO. 5322 AUTHORIZING THE
ISSUANCE AND SALE OF A MULTIFAMILY HOUSING REVENUE NOTE
(GLACIER STATE APARTMENTS PROJECT) SERIES 2008, IN THE ORIGINAL
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $5,000,000
The City of Kalispell, Montana (the "City") is a city and political subdivision of the State
of Montana (the "State"). Pursuant to the Constitution and laws of the State, particularly
Montana Code Annotated, Title 90, Chapter 5, Part 1, as amended (the "Act"), the Act authorizes
the City to issue revenue bonds that are special, limited obligations of the City for the purpose of
defraying the cost of acquiring or improving any land, building, other improvement, and real or
personal property considered necessary in connection with an improvement that is suitable for:
commercial, manufacturing, agricultural, or industrial enterprises; recreation or tourist facilities;
local, state, and federal governmental facilities; multifamily housing; hospitals; long-term care
facilities; community -based facilities for individuals who are persons with developmental
disabilities as defined in Montana Code Annotated Title 53, Chapter 20, Part 102, as amended;
medical facilities; higher education facilities; electric energy generation facilities; family service
provider facilities; the production of energy using an alternative renewable energy source as
defined in Montana Code Annotated, Title 90, Chapter 4, Part 102, as amended; and any
combination of these projects.
The City received a proposal from the Glacier State Associates, LP, a Montana limited
partnership (the "Borrower"), that the City issue its Multifamily Housing Revenue Note (Glacier
State Apartments Project), Series 2008, in a principal amount not to exceed $5,000,000 (the
`Note"), and loan the proceeds of the Note to the Borrower to finance: (i) the costs of the
acquisition, rehabilitation, and equipping of (a) a 61-unit multifamily housing development
known as "Glacier Manor" located at 506 1st Avenue West, Kalispell, Montana and (b) a 38-unit
multifamily housing development known as "Treasure State Plaza Apartments" located at 600
Liberty Street, Kalispell, Montana (collectively, the `Project"); (ii) the funding of certain
reserves for the Note, and (iii) the payment of certain costs related to the issuance of the Note
(including the City's administrative fee related to the original issuance of the Note). The debt
service on the Note is payable solely from revenues and resources of the Borrower. The portion
of the proceeds of the Note applied to the payment of costs of issuance of the Note may not
exceed two percent of the principal amount of the Note.
On November 17, 2008, the City adopted Resolution No. 5322 (the "Authorizing
Resolution") authorizing the issuance of the Note if the City, the Borrower and Glacier Bank, a
Montana banking corporation (the "Lender") agreed to mutually acceptable terms and conditions
by December 31, 2008 (the "Resolution Expiration Date"').
In October of ZOOS, the City received a grant of volume cap allocation with respect to the
Bonds from the Department of Administration of the State of Montana (the "Department of
Administration"). In mid -December 2008, the City applied to the Department of Administration
to carryover the volume cap allocation with respect to the Bonds to calendar year 2009. On
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January 6, 2009, the City received confirmation that the carryover request for the Project was
approved by the Department of Administration.
The Note was not issued by the City on or before the Resolution Expiration Date. The
Borrower is requesting the Resolution Expiration Date be extended to December 31, 2009 in
order that the Project may be financed with proceeds of the Bonds. The City has had discussions
with the Borrower regarding the Project and the
BE IT RESOLVED by the City Council of the City of Kalispell as follows:
1. Paragraph 12 of the Authorizing Resolution is hereby deleted and the following is
included in its place in order to extend the Resolution Expiration Date to December 31, 2009.
Paragraph 1.2 of the Authorizing Resolution shall now read as follows.
12. All commitments of the City expressed herein to issue the Note are
subject to the condition that by December 31, 2009, the City, the Borrower and
the Lender will have agreed to mutually acceptable terms and conditions of the
Loan agreement, the Note and of the other instruments and proceedings relating to
the Note and its issuance and sale. If the events set forth herein do not tale place
within the time set forth above, or any extension thereof, and the Note is not sold
within such time, this Resolution will expire and be of no further effect.
2. Except as specifically amended or supplemented by the terms of this resolution,
all other terms and conditions of the Authorizing Resolution are hereby confirmed and ratified.
3. This resolution shall be in full force and effect from and after its passage.
PASSED AND APPROVED BY THE CITY COUNCIL. AND SIGNED BY THE MAYOR. OF
THE CITY OF K.ALISPELL THIS 20TH DAY OF JANUARY, 2009.
ATTEST:
Theresa white
City Clerk
Pamela B. Kennedy
Mayor
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Return to:
City Clerk
City of Kalispell
P.O. Box 1997
Kalispell. MT 59903-1997
THIS AGREEMENT is entered into this day of January, 2009, by and between
Glacier State Associates, LP, a Montana limited partnership, its successors and assigns
("GLACIER STATE ASSOCIATES"), of 1915 Morena Boulevard, San Diego, CA 92110, and
the City of Kalispell, Montana (the "City").
WHEREAS, the City has agreed to participate in the issuance of multifamily housing revenue
bonds (the "Bonds") for the benefit of GLACIER STATE ASSOCIATES which
will apply the proceeds derived from the Bonds to the following purposes: (i) the
costs of the acquisition, rehabilitation, and equipping of (a) a 61-unit multifamily
housing development known as "Glacier Manor" located at 506 Vt Avenue west,
Kalispell, Montana, the full legal description of which is attached hereto as
Exhibit "A" and incorporated fully herein by this reference, and (b) a 38-unit
multifamily housing development known as "Treasure State Plaza Apartments"
located at 600 Liberty Street, Kalispell, Montana, the full legal description of
which is attached hereto as Exhibit "B" and incorporated fully herein by this
reference, (collectively, the "Project"); (ii) the funding of certain reserves for the
Bonds, and (iii) the payment of certain costs related to the issuance of the Bonds
(including the City's administrative fee related to the original issuance of the
Bonds).
WHEREAS, GLACIER STATE ASSOCIATES will be exempt from certain real property
taxes and personal property taxes under Section 15-6-201, Montana Code
Annotated; and
WHEREAS, GLACIER STATE ASSOCIATES, in recognition of the City's participation in
the issuance of the Bonds, agrees to make certain payments in lieu of such taxes;
and
WHEREAS, such payments by GLACIER STATE ASSOCIATES are being made as a
business expense payable subject to the availability of cash flow and will defray
the cost of certain necessary services provided by the City to GLACIER. STATE
ASSOCIATES as owner of above described Project.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties
agree as follows:
1. Payments In Lieu Of Taxes: Procedure For Calculatin
GLACIER STATE ASSOCIATES agrees that it shall pay to the City annual payments in lieu of
taxes ("PILOT"). Generally speaking, the amount of the PILOT will be based on the current
market value of the Real Property (as defined below) and Personal Property (as defined below)
comprising the Project that is subject to taxation multiplied by the current rate of taxation
applicable to the class or type of property, times the current mills levied by the applicable taxing
jurisdictions as more fully described in this Section.
(a) Current Value of Real and Personal Property. The property constituting the Project and
currently subject to property tax consists of two tracts of land with improvements (the "Real
Property") and certain personal property (the "Personal Property"). For tax year 2008, the
market and taxable value of each of those components is as follows:
.............. ... ... ........... ..... .... ...
Parcel
...
.... .. ....... ....... ..... .
Market Value Taxable Value
`Assessor`s Number: 0972 13 (Treasure Stat
..... - ....
Assessor's Number: 0289925 (Glacier Manor}
.............._............-......_.................._........._.
$
_..
,379,928.00 $
............................
4�,535.83
................................
'Personal Property No. P 189178 (Treasure State)
` $
35, 50. 00 $
, 054. 50
................-......................................_........................ ... .. ............................_....._......._...............................1-1........................
Personal Property No. P189177 (Glacier Manor)
.. . .......
..............,
$
............... ......._ ..-_........ . .. ......................... ...-
22,633.00...... .... . $
..........................._.... ......
578.99
(b) Determination of Market Value of Real Property. The market value of the Real Property will
only be adjusted upon reappraisal. The City shall apply the then existing rate of taxation to the
taxable value of the Real Property for such tax year. No later than October 1 of each year the
City shall notify GLACIER STATE ASSOCIATES of the then existing rates of taxation for the
then current fiscal year and the taxable value of the Real Property for the fiscal year.
(c) Determination of Market Valve of Personal Property. For tax year ending December 31,
2008, the Personal Property of the Project was taxed at 3 % of its Market value. So long as
personal property is subject to taxation under Montana law, the PILOT attributable to such
Personal Property shall be calculated as follows: On or before July 1 of each year, GLACIER
STATE ASSOCIATES will submit to the City, on a form provided by the Department of
Revenue, a sworn statement setting forth all Personal Property owned by, in possession of, or
under GLACIER STATE ASSOCIATE'S control and the date of acquisition and the purchase
price of such Personal Property. The City will consult with the Flathead County Assessor (the
"County Assessor") to determine the value of the Personal Property, using the methodology and
schedules utilized by the County Assessor to determine the market value of other personal
property in the County. The City shall apply the then applicable rate of taxation to the market
value of the Personal Property to determine the taxable value of the Personal Property for such
tax year. No later than October 1 of each year, the City shall notify GLACIER STATE
ASSOCIATES of the market value, the then existing rate of taxation to be applied for such year
and the taxable value of the Personal Property.
(d) Mill Rates and Taxing Jurisdictions. The City will calculate the amount of PII.OT that will
be due and payable for each fiscal year through the term of this Agreement by multiplying the
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taxable value of the Real Property and Personal Property for the subject tax year, as calculated in
accordance with Section 1 (b) and Section 1 (c) respectively, or as provided by Montana
Department of Revenue, by the number of mills levied for the fiscal year by the City and notify
GLACIER STATE ASSOCIATES of such amount no later than November 30 of each year. For
fiscal year 2008--2009, the following number of mills was levied against the Project by the City:
170.63
(e) Special assessments: GLACIER STATE ASSOCIATES acknowledges and agrees that it
will continue to pay the City's special assessments currently assessed or that may be assessed in
the future, regardless of any property tax exemption GLACIER STAVE ASSOCIATES may
receive, provided that any such special assessments shall be paid from the available cash flow of
GLACIER STATE ASSOCIATES, represented as gross rental income less operating expenses
and required reserves, and shall not constitute a forecloseable or executable lien against the
Project until such time as available Cash Flow would allow for such payment and then only to
the extent that available Cash Flow would allow for such payment. Any such special
assessments that are not paid when otherwise due and owing shall accrue and earn interest at the
same rate, calculated in the same manner, as delinquent property taxes under the laws of the
State of Montana. At this time GLACIER. STATE ASSOCIATES pays special assessments for
Kalispell Garbage, Kalispell Storm. Sewer, Kalispell Special Maintenance District, Kalispell
Lighting 50 and Kalispell Urban Forestry.
2. Procedure For Payment
GLACIER STATE ASSOCIATES agrees to pay the City each fiscal year during the term of this
Agreement, commencing with the fiscal year beginning July 1, 2009, the amount calculated as a
PILOT, reduced by the amount of any such property tax actually paid (not including special
assessments) with respect to the Project by GLACIER. STATE .ASSOCIATES or its general
partners with respect to such tax year. Fifty percent (50%) of the PILOT shall be due and
payable semiannually on the fifteenth day of December and June of each year, beginning
December 15, 2009, and shall be paid by GLACIER STATE ASSOCIATES directly to the City.
GLACIER STATE ASSOCIATES may, to the extent allowed by law, seek reimbursement from
federal and/or state agencies of the amount so calculated as the PILOT. Any portion of the
PILOT not paid when due shall bear interest at the same rate, calculated in the same manner, as
delinquent property taxes under the laws of the State of Montana and such delinquent amounts
will become liens on the property in the same manner as delinquent taxes shall become a lien
against the Project to the extent permitted by lave.
3. Reimbursement
The City acknowledges that GLACIER STATE ASSOCIATES may, to the extent allowed by
lave, seek reimbursement from federal and/or state agencies for the required PILOT. The City
agrees to cooperate fully with GLACIER STATE ASSOCIATES, without expense to the City, in
the efforts of GLACIER. STATE ASSOCIATES to apply for and collect such reimbursement.
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4-. Term
This Agreement shall continue in effect until the final maturity or final payment, including
refunding bonds or repayment, of the Bonds.
5. Governing Law
This Agreement shall be governed and construed in. accordance with the laves of the State of
Montana.
6. Notices
All notices, reports or other communications relating to this Agreement shall be sent to the
parties at the following addresses, unless otherwise provided by one party to the other party in
writing:
To GLACIER. STATE ASSOCIATES
Glacier State Associates, L.P.
Attn: Chief Manager
1915 Morena Boulevard
San Diego, CA 92 110
To the City: City of Kalispell
Attn: City Manager
P.D. Box 1997
Kalispell, Montana 59903-1997
7. Recording
The document shall be recorded in the office of the Flathead County, Montana Clerk and
Recorder.
8. Severability
In the event any provision of this Agreement shall be held invalid or unenforceable by any court
or competent jurisdiction, such holding shall not invalidate or render unenforceable any other
provision hereof.
9. Amendments Changes, and Modifications
This Agreement may be amended or any of its terms modified only by written amendment
authorized and executed by the City and GLACIER STATE ASSOCIATES.
M
10. Further Assurances and Corrective Instruments
GLACIER STATE ASSOCIATES and. the City agree that they will, if necessary, execute,
acknowledge and deliver, or cause to be executed, acknowledged and delivered, such
supplements hereto and such further instruments as may reasonably be required for correcting
any inadequate or incorrect description of the Project or for carrying out the expressed intention
of this Agreement.
11. Execution in Counte arts
This Agreement may be simultaneously executed in several counterparts, each of which shall be
an original and all of which shall constitute but one and the same instrument.
12. captions
The captions or headings in this Agreement are for convenience only and in no way define, limit
or describe the scope or intent of any provisions or Sections of this Agreement.
13. No Assignment
GLACIER STATE ASSOCIATES may not assign its rights under this Agreement without the
written consent of the City to any such assignment.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the
day and year first written above.
ATTEST:
Theresa white
City Clerk
CITY OF KALISPELL
Pamela B. Kennedy, Mayor
GLACIER STATE ASSOCIATES, L.P.
John Grady
Its Chief Manager
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Exhibit "A99
Lots 1, 2, 3, 4, 5, 6, 7, S, and 9, Block 87 of Kalispell, Montana, according to the
map or plat thereof on file and of record in the Office of the Clerk and Recorder
of Flathead County, Montana.
TOGETHER WITH all water, water rights and appurtenances thereto;
TOGETHER WITH all improvements and fixtures thereto;
SUBJECT TO all easements, zoning ordinances, building and use restrictions,
reservations, restrictive covenants, Special Improvement Districts (including rural
SID's) and reservations in federal patents.
Co
Exhibit "B"
Treasure State Plaza Addition No. 1475 according to the map or plat thereof on
file and of record in the Office of the Clerk and Recorder of Flathead County,
Montana.
EXCEPTING THEREFROM those portions of Liberty Street and Justice Street
shown on the above plat as being dedicated to the public for street purposes.
TOGETHER WITH all water, water rights and appurtenances thereto;
TOGETHER WITH all improvements and fixtures thereto;
SUBJECT TO all easements, zoning ordinances, building and use restrictions,
reservations, restrictive covenants, Special Improvement Districts (including rural
SID's) and reservations in federal patents.
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