HomeMy WebLinkAbout25-33 - ADMIN Resolution - Economic Development Authority - 2025/11/17
EDA Resolution No. 25-33
Approving a subordination agreement
(The Shoreham Apartments)
Be it resolved by the board of commissioners (the “board”) of the St. Louis Park
Economic Development Authority (the “authority”) as follows:
Section 1. Recitals; authorization.
1.01. The authority entered into a contract for private redevelopment, dated
August 17, 2015, as amended (the “development contract”), with Shoreham Apartments LLC, a
Delaware limited liability company (the “developer”), pursuant to which the developer agreed
to construct an approximately 148-unit multifamily rental housing development and
functionally related facilities with approximately 20,000 square feet of commercial space and
approximately 202 parking spaces (the “project”) on land located in the City of St. Louis Park,
Minnesota (the “city”).
1.02. Under the development contract, the authority issued a tax increment
revenue note to the developer which has been fully paid.
1.03. In addition, the development contract requires that the project meet
certain affordability requirements as required by the city’s inclusionary housing policy.
1.04. In order to make the construction of the project feasible, the city issued its
Multifamily Housing Revenue Bonds (The Shoreham Project), Series 2015A (the “series 2015a
bonds”), in the original aggregate principal amount of $34,500,000; (ii) Variable Rate Demand
Multifamily Housing Revenue Bonds (The Shoreham Project), Series 2015B (the “Series 2015B
Bonds”), in the original aggregate principal amount of $3,800,000; and (iii) Taxable Variable
Rate Demand Multifamily Housing Revenue Bonds (The Shoreham Project), Series 2015C, in the
original aggregate principal amount of $400,000.
1.05. The city loaned the proceeds of the series 2015a bonds to the developer
pursuant to a loan agreement (the “loan agreement”) between the city and the developer.
Pursuant to an assignment of loan agreement, the city assigned and transferred to TCF
Investments Management, Inc., a Minnesota corporation (the “prior lender”), its right, title, and
interest in and to the loan agreement, except for certain reserved rights. In connection with
the series 2015a bonds, the city executed and delivered an assignment of subordination of
development contract, subordinating certain rights of the authority in the development
contract to the prior lender.
1.06. The developer is refinancing the series 2015a bonds with the proceeds of a
loan from Colliers Mortgage, LLC (the “senior lender”) in the approximate amount of
$29,705,000 (the “senior loan”) pursuant to a multifamily loan and security agreement
between the senior lender and the developer and secured by a multifamily note by the
developer to the senior lender and a multifamily deed of trust, assignment of rents, security
agreement and fixture filing (collectively, the “senior loan documents”).
Docusign Envelope ID: 9ACA812E-4BE7-4AF3-B017-6935F7A57EFE
1.07. There has been presented to this board a subordination agreement for
regulatory agreement (the “subordination agreement”) proposed to be entered into by the
authority, the senior lender and the developer subordinating the authority’s rights in the
development contract to the senior loan documents. The senior lender is requiring the
subordination agreement as a condition of providing financing to refinance the series 2015a
bonds.
Section 2. Approval of documents.
2.01. The board approves the subordination agreement in substantially the form
presented to the board, together with any related documents necessary in connection
therewith, including without limitation the authority’s agreement and consent to the
assignment and all other documents, exhibits, certifications, or consents referenced in or
attached to the subordination agreement (the “documents”).
2.02. The board hereby authorizes the president and executive director, in their
discretion and at such time, if any, as they may deem appropriate, to execute the documents
on behalf of the authority, and to carry out, on behalf of the authority, the authority’s
obligations thereunder when all conditions precedent thereto have been satisfied. The
documents shall be in substantially the form on file with the authority and the approval hereby
given to the documents includes approval of such additional details therein as may be
necessary and appropriate and such modifications thereof, deletions therefrom and additions
thereto as may be necessary and appropriate and approved by legal counsel to the authority
and by the officers authorized herein to execute said documents prior to their execution; and
said officers are hereby authorized to approve said changes on behalf of the authority. The
execution of any instrument by the appropriate officers of the authority herein authorized shall
be conclusive evidence of the approval of such document in accordance with the terms hereof.
This resolution shall not constitute an offer and the documents shall not be effective until the
date of execution thereof as provided herein.
2.03. In the event of absence or disability of the officers, any of the documents
authorized by this resolution to be executed may be executed without further act or
authorization of the board by any duly designated acting official, or by such other officer or
officers of the board as, in the opinion of the city attorney, may act in their behalf. Upon
execution and delivery of the documents, the officers and employees of the board are hereby
authorized and directed to take or cause to be taken such actions as may be necessary on
behalf of the board to implement the documents.
Section 3. Effective Date. This resolution shall be effective upon approval.
Reviewed for administration: Adopted by the economic development
authority November 17, 2025:
Karen Barton, executive director Sue Budd, president
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Attest:
Melissa Kennedy, secretary
Docusign Envelope ID: 9ACA812E-4BE7-4AF3-B017-6935F7A57EFE