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HomeMy WebLinkAbout09-06 - ADMIN Resolution - Economic Development Authority - 2009/04/20ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY EDA RESOLUTION NO. 09-06 RESOLUTION APPROVING CONTRACT FOR PRIVATE REDEVELOPMENT WITH WOODDALE CATERED LIVING, LLC. BE IT RESOLVED by the Board of Commissioners ("Board") of the St. Louis Park Economic Development Authority, St. Louis Park, Minnesota ("Authority") as follows: Section 1. Recitals. 1.01. On August 2, 2004, the Authority and the City of St. Louis Park approved the establishment of the Elmwood Village Tax Increment Financing District (the "TIF District') within Redevelopment Project No. 1 (the "Project') and adopted a tax increment financing plan for the purpose of financing certain improvements within the Project, all pursuant to Minnesota Statutes, Sections 469.001 to 469.047, Sections 469.090 to 469.1082, and Sections 469.174 to 469.1799, as amended. 1.02. The Authority and Wooddale Catered Living, LLC (the "Redeveloper") have proposed to enter into a Contract for Private Redevelopment (the "Contract'), setting forth the terms and conditions of redevelopment of certain property within the Project and the TIF District, including tax increment financing assistance to the Redeveloper. 1.03. The Authority has reviewed the tax increment financing plan for the TIF District and finds that the improvements to be assisted through tax increment do not require any amendments or modifications of the tax increment financing plan for the TIF District. 1.04. The Board has reviewed the Contract and finds that the execution thereof and performance of the Authority's obligations thereunder are in the best interest of the City and its residents. Section 2. Authority Approval; Further Proceedings. 2.01. The Board hereby approves the Contract as presented to the Board, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that execution of the Contract by those officials shall be conclusive evidence of their approval. EDA Resolution No. 09-06 -2- 2.02. Authority staff and officials are authorized to take all actions necessary to perform the Authority's obligations under the Contract as a whole, including without limitation execution of any documents to which the Authority is a party referenced in or attached to the Contract. Attest Adopted by the Economic Development Authority April 20, 2009 Ah - President EDA Resolution No. 09-06 -3- SUMMARY OF THE CONTRACT FOR PRIVATE REDEVELOPMENT BETWEEN THE ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY AND WOODDALE CATERED LIVING, LLC The following is summary of the Contract for Private Redevelopment ("Contract") between the St. Louis Park Economic Development Authority ("EDA") and Wooddale Catered Living, LLC ("Redeveloper") for "The Wooddale Pointe" mixed use building to be constructed at the NW quadrant of Excelsior Blvd. & France Ave., St. Louis Park. 1. All parties agree that the Redeveloper will be solely responsible for the acquisition of the subject two parcels that constitute the Redevelopment Property (Exhibit A) and that the City/EDA has no obligation to acquire the Redevelopment Property. 2. Except for any misrepresentation or any misconduct, affirmative act or negligence of the EDA or the City and except for any breach by the EDA or the City of their obligations under the Agreement, Redeveloper agrees to hold the EDA and the City harmless from any claim arising out of the presence of any hazardous wastes or pollutants existing on or in the Redevelopment Property. 3. Redeveloper agrees to submit a Voluntary Response Action plan to the MPCA and obtain all necessary approvals to properly remediate the subject property so as to allow for the construction of the Minimum Improvements. 4. Redeveloper agrees to obtain all planning approvals necessary to construct the Minimum Improvements, including without limitation a planned unit development and replat of the Redevelopment Property. 5. Redeveloper agrees that it will pay the reasonable costs of consultants and attorneys retained by the EDA in connection with the creation of the TIF District and the negotiation in preparation of the Contract and other incidental agreements and documents related to the development contemplated hereunder. Upon termination of the Contract, the Redeveloper remains obligated for costs incurred through the effective date of termination. 6. The Redeveloper must remediate the contaminated soils on the Redevelopment Property in compliance with MPCA requirements. The Redeveloper also agrees to prepare plans and specifications for and construct all street, sanitary and storm sewer improvements; sidewalks; fencing, landscaping; and other related amenities and utility work related to the proposed Minimum Improvements. EDA Resolution No. 09-06 -4- 7. Before commencing such construction, the Redeveloper must submit plans and specifications regarding the Minimum Improvements for approval by the City. Plans related to the soil remediation however do not require approval by the City. All work on the Minimum Improvements shall be in accordance with the approved construction plans and shall comply with all City requirements regarding such improvements. The parties agree and understand that the City will accept the Improvements in accordance with City procedures. 8. Redeveloper agrees to undertake the "Minimum Improvements" as shown in the Master Site Plan (Exhibit B). In summary, the Redeveloper agrees to purchase the subject two parcels, remediate the soils, construct a five story, mixed use building consisting of approximately 111 age restricted apartments, approximately 10,000 square feet of groundfloor commercial space, as well as necessary underground and surface parking along with all associated infrastructure, sidewalks, landscaping and corner plaza. 9. The Redeveloper shall construct an outdoor Plaza as depicted in the Site Plan for the use and enjoyment of residents and invitees of the Minimum Improvements and members of the general public. The Plaza shall incorporate amenities to be mutually agreed upon by the City and Redeveloper, and which may include public art, street furnishings or landscaping, and or decorative lighting elements. The parties agree that the City shall be responsible for the cost of any maintenance and repair of the public art. The Redeveloper shall be allowed to perform these same duties if the EDA fails to do so after the appropriate notice and cure opportunity and to be reimbursed its costs and expenses. 10. Subject to Unavoidable Delays, the Redeveloper agrees to commence construction on the Minimum Improvements by September 1, 2009 and complete construction of the same by March 1, 2011. 11. The Redeveloper is initially responsible for: all Public Redevelopment Costs. All Public Redevelopment Costs are Redeveloper's initial responsibility and are subject to reimbursement through tax increment financing. 12. In order to offset the Public Redevelopment Costs incurred by the Redeveloper associated with the subject property (contamination clean up, site preparation and underground strutted parking), the EDA agrees to issue a pay-as-you-go TIF Note in the maximum principal amount of $650,000. Tax Increment is to be generated by the proposed Minimum Improvements located within the existing Elmwood Village Tax Increment Financing District. 13. The tax increment from the Renewal & Renovation TIF District will be payable to Redeveloper in the form of a single "TIF Note", which would be structured on the following basis: ➢ Issue total: Up to $650,000 ➢ Type: Pay-as-you-go ➢ Term: Up to 6 years ➢ Interest Rate: 7% ➢ Admin Fee: 5% ➢ Fiscal Disparities: Paid from within the district EDA Resolution No. 09-06 -5- 14. To finance a portion of the costs of developing the Redevelopment Property, the EDA has applied for a grant in the principal amount of $454,000 through the Transit Oriented Development ("TOD") Program administered by Hennepin County. Redeveloper acknowledges that if such Grant is approved, the maximum principal amount of the Note will be decreased by the amount of the Grant to reflect the benefit of the Grant to the Redeveloper. 15. Lookback Provision: The EDA will perform a "lookback" calculation on the earliest of (i) the date when 95% of the Apartments are leased; (ii) the date of any Transfer in whole or in part of the Apartments; or (iii) three years after the date of issuance of the Certificate of Completion for the project. The Redeveloper must submit evidence of its actual annualized cumulative internal rate of return (the "IRR") from the Apartments, calculated as of the applicable Lookback Date, along with the estimated annualized cumulative IRR from the Apartments assuming a sale in the tenth year after the date of issuance of the Certificate of Completion for the Apartments. The amount by which the IRR exceeds twenty percent (20%) is considered Excess Income. If the EDA determines that there is Excess Income, it will apply fifty percent (50%) of that amount toward prepayment of the outstanding principal amount of the Notes. 16. Both parties agree that any assistance provided to the Redeveloper under this Agreement is not a "business subsidy" under Minnesota Statutes, Section 116J.993, subd. 3 because the assistance is for redevelopment. 17. Redeveloper shall undertake all work related to the Minimum Improvements in compliance with all applicable federal and state laws, including without limitation all applicable state and federal Occupational Safety and Health Act regulations. Any subcontractors retained by Redeveloper shall be subject to the same requirements. 18. If Redeveloper requires mortgage financing for the development of the Project, the EDA agrees to subordinate its rights under the Agreement to the Holder of any Mortgage securing construction or permanent financing, in accordance with the terms of a mutually -approved subordination agreement. 19. Redeveloper agrees that the EDA and the City will not be held liable for any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Redevelopment Property or the Minimum Improvements. 20. The parties agree that the Redeveloper shall be responsible for all maintenance (including snow and ice removal) and repair costs associated with the Redeveloper Public Improvements on the Redevelopment Property ("Maintenance Costs") including: • Private streets, alleys, driveways, service drives, surface parking stalls and parking lots. • Boulevards (excluding public street right of ways) • Parking structures • Sidewalks • Public plaza • Landscaping EDA Resolution No. 09-06 -6- Redeveloper agrees to keep the above Redeveloper Public Improvements in good condition and is resposibile for all repairs of same. Redeveloper shall not be responsible for the maitenance and repair of those public improvements typically maintained by the city's Special Sercvice District 21. Upon the written request of the EDA or City, the Redeveloper agrees to file any petition to enter into the special service district for the continued maintenance of the streetscaping along the 36' Street right of way. 22. By no later than December 31, 2010, the Redeveloper shall submit to the EDA for review and approval a plan for maintenance and operation of all pedestrian and landscaping improvements located within the Redevelopment Property. The Maintenance Plan must address, at a minimum: snow removal from pedestrian connections and sidewalks; maintenance and replacement of landscaping, irrigation and other streetscaping; snow removal and maintenance of any surface parking and parking lots; and maintenance of the Plaza, but excluding maintenance covered by the City's Special Service District, a description of how the Maintenance costs will be assessed to tenants; and enforcement mechanisms. If the Redeveloper fails to perform the Maintenance in accordance with the Maintenance Plan, the EDA, at its option and following thirty (30) days written notice to the Redeveloper, may enter the Redevelopment property and perform the Maintenance. The Redeveloper agrees to permit the City to specially assess any costs of the Maintenance proportionately against the Minimum Improvements. 23. Upon satisfactory completion of the Minimum Improvements, the EDA will provide the Redeveloper with a Certificate of Completion which shall provide that the Redeveloper's obligation to construct the Minimum Improvements pursuant to the Redevelopment Agreement is deemed satisfied. 24. Redeveloper agrees not to transfer the Redevelopment Agreement or the Redevelopment Property (except to an affiliate) prior to receiving a Certificate of Completion without the prior written consent of the EDA, except for construction mortgage financing and/or permanent financing. The EDA's consent shall not be unreasonably withheld, conditioned or delayed. The EDA agrees to provide its consent or refusal to consent to Redeveloper in writing within 10 days after a request for such consent from Redeveloper. 25. The Redeveloper agrees to submit to the EDA written reports so as to allow the EDA to remain in compliance with reporting requirements under state statutes. The EDA will provide information to the Redeveloper regarding the required forms. 26. The Redeveloper agrees that no portion of the Redevelopment Property will be used for a sexually -oriented business as defined in City Code, Section 14:5-3(28), a pawnshop, a check - cashing business, payday loan agency, a tattoo business; or a gun business, and that such restrictions may be placed in the Redevelopment Deed. 27. The Redeveloper agrees not to discriminate upon the basis of race, color, creed, sex or national origin in the construction and maintenance of the Minimum Improvements and Public Improvements as well as lease, rental, use or occupancy of the Redevelopment Property or any improvements erected thereon. EDA Resolution No. 09-06 -7- 28. Redeveloper acknowledges that the City/EDA makes no representations or warranties as to the condition of the soils on the Redevelopment Property or its fitness for construction of the Minimum Improvements. 29. Redeveloper, City and EDA agree to indemnify, defend and hold harmless each other and their officers, employees, and agents from and against all cost, loss, claim, damage or expense, including reasonable attorney fees, arising out of (i) any injury, property loss or damage whatsoever that results or arises from the undertakings of the Contract except to the extent such injury, loss or damage arises from the negligence of the Indemnified Parties; and (ii) any work performed for the benefit of the Redevelopment Property by a person or entity not a party to this Contract, except to the extent such claim arises from a party directly engaged by the Indemnified Parties. EDA Resolution No. 09-06 -8- EXHIBIT A REDEVELOPMENT PROPERTY The subject Redevelopment Property includes all or portions of the following nine (9) properties and as reflected in the Master Site Plan. PID: 0602824410002 City Address:* 3920 EXCELSIOR BLVD PID: 0602824410069 City Address:* 3912 EXCELSIOR BLVD PID: 0602824410053 City Address:* 3900 EXCELSIOR BLVD PID: 0602824410052 City Address:* 3416 FRANCE AVE S PID: 0602824410051 City Address:* 3412 FRANCE AVE S PID: 0602824410050 City Address:* 3408 FRANCE AVE S PID: 0602824410056 City Address:* 3417 GLENHURST AVE PID: 0602824410057 City Address:* 3413 GLENHURST AVE PID: 0602824410058 City Address:* 3409 GLENHURST AVE EDA Resolution No. 09-06 -9- EXHIBIT B Master Site Plan F T EXCELSIOR BOULEVARD