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HomeMy WebLinkAbout22-07 - ADMIN Resolution - Economic Development Authority - 2022/03/21EDA Resolution No. 22-07 Resolution approving purchase and redevelopment contract, including provision for the conveyance of real property, and authorizing the issuance of a tax increment revenue note to Bigos- 9920 Wayzata, LLC Be it resolved by the Board of Commissioners (the “Board”) of the St. Louis Park Economic Development Authority (the “Authority”) as follows: Section 1. Authorization; award of sale. 1.01. Authorization. (a) The Authority has heretofore approved the establishment of the 9920 Wayzata Blvd Tax Increment Financing District (Bigos Development) (the “TIF District”), a housing district within Redevelopment Project No. 1 (the “Project”), and has adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. (b) The City Council of the City of St. Louis Park, Minnesota (the “City”) will consider a resolution approving the TIF District on the date hereof. (c) To facilitate the redevelopment of certain property within the Project and TIF District, the Authority and Bigos-9920 Wayzata, LLC, a Minnesota limited liability company, or an affiliate thereof (the “Owner”), have negotiated a Purchase and Redevelopment Contract (the “Agreement”) which provides for the conveyance of certain Authority-owned property legally described in Exhibit A attached hereto (the “Authority Parcels”) to the Owner, the construction by the Owner of approximately 233 units of multifamily rental housing and approximately 203 structured parking stalls (the “Minimum Improvements”) on certain property, including the Authority Parcels, and the issuance by the Authority of a tax increment revenue note (the “TIF Note”) to the Owner. (d) On March 16, 2022, the Planning Commission of the City reviewed the proposed conveyance of the Authority Parcels and found that such conveyance is consistent with the City’s comprehensive plan. (e) On the date hereof, the Authority conducted a duly noticed public hearing regarding the conveyance of the Authority Parcels to the Owner pursuant to the Agreement, at which all interested parties were given an opportunity to be heard, and hereby finds that the execution of the Agreement and performance of the Authority’s obligations thereunder, including the conveyance of the Authority Parcels to the Owner, are in the best interest of the City and its residents. 1.02. Approval of Agreement; Conveyance of property. (a) Subject to approval of the TIF District by the City Council, the Agreement is hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that DocuSign Envelope ID: 0AFF91F9-A64F-4E24-B521-09BC875CC695 EDA Resolution No. 22-07 2 execution of the Agreement by such officials shall be conclusive evidence of approval. The Board hereby approves the conveyance of the Authority Parcels pursuant to the terms of the Agreement. (b) Authority staff and officials are authorized to take all actions necessary to perform the Authority’s obligations under the Agreement as a whole, including without limitation execution of any documents to which the Authority is a party referenced in or attached to the Agreement, including but not limited to the quit claim deed, Minimum Assessment Agreement, Declaration of Restrictive Covenants, and any deed or other documents necessary to convey the Authority Parcels to the Owner, all as described in the Agreement. 1.03. Issuance, sale, and terms of note. (a) The Authority hereby authorizes the President and Executive Director to issue the TIF Note in accordance with the Agreement. All capitalized terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise. (b) The TIF Note shall be issued to the Owner in the maximum aggregate principal amount of $6,300,000 in consideration of certain eligible costs incurred by the Owner in connection with construction of the Minimum Improvements under the Agreement. The TIF Note shall be dated the date of delivery thereof, and shall bear interest at the lesser of the rate of 4.25% per annum or the actual rate of the Owner’s mortgage financing, from the date of issue to the earlier of maturity or prepayment. The TIF Note will be issued in the principal amount of Public Redevelopment Costs submitted and approved in accordance with Section 3.6 of the Agreement. The TIF Note is secured by Available Tax Increment, as further described in the form of the TIF Note herein. The Authority hereby delegates to the Executive Director the determination of the date on which the TIF Note is to be delivered, in accordance with the Agreement. Section 2. Form of TIF Note. The TIF Note shall be in substantially the following form attached hereto as Exhibit B with the blanks to be properly filled in and the principal amount adjusted as of the date of issue. Section 3. Terms, execution and delivery. 3.01. Denomination, payment. The TIF Note shall be issued as a single typewritten note numbered R-1. The TIF Note shall be issuable only in fully registered form. Principal of and interest on the TIF Note shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates; interest payment dates. Principal of and interest on the TIF Note shall be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not such day is a business day. 3.03. Registration. The Authority hereby appoints the Chief Financial Officer of the City to perform the functions of registrar, transfer agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the Authority and the Registrar with respect thereto shall be as follows: DocuSign Envelope ID: 0AFF91F9-A64F-4E24-B521-09BC875CC695 EDA Resolution No. 22-07 3 (a) Register. The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the TIF Note and the registration of transfers and exchanges of the TIF Note. (b) Transfer of note. Upon surrender for transfer of the TIF Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably 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 Payment Date and until such Payment Date. (c) Cancellation. The TIF Note surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Authority. (d) Improper or unauthorized transfer. When the TIF Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on the TIF Note or separate instrument of 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. (e) Persons deemed owners. The Authority and the Registrar may treat the person in whose name the TIF Note is at any time registered in the bond register as the absolute owner of such TIF Note, whether the TIF Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the TIF 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 the TIF Note to the extent of the sum or sums so paid. (f) Taxes, fees and charges. For every transfer or exchange of the TIF 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. (g) Mutilated, lost, stolen or destroyed note. In case the TIF Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new TIF Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated TIF Note or in lieu of and in substitution for the TIF Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the TIF Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that the TIF Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the Authority and the Registrar shall be named as obligees. The TIF Note so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Authority. If the mutilated, lost, stolen, or destroyed TIF Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new TIF Note prior to payment. DocuSign Envelope ID: 0AFF91F9-A64F-4E24-B521-09BC875CC695 EDA Resolution No. 22-07 4 3.04. Preparation and delivery. The TIF Note shall be prepared under the direction of the Executive Director and shall be executed on behalf of the Authority by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the TIF Note shall cease to be such officer before the delivery of the TIF Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. When the TIF Note has been so executed, it shall be delivered by the Executive Director to the Owner thereof in accordance with the Agreement. Section 4. Security provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the TIF Note all Available Tax Increment as defined in the TIF Note. Available Tax Increment shall be applied to payment of the principal of and interest on the TIF Note in accordance with the terms of the form of TIF Note set forth in Section 2 of this resolution. 4.02. Bond fund. Until the date the TIF Note is no longer outstanding and no principal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the Authority shall maintain a separate and special “Bond Fund” to be used for no purpose other than the payment of the principal of and interest on the TIF Note. The Authority irrevocably agrees to appropriate to the Bond Fund on or before each Payment Date the Available Tax Increment in an amount equal to the Payment then due, or the actual Available Tax Increment, whichever is less. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the Authority’s account for the TIF District upon the termination of the TIF Note in accordance with its terms. Section 5. Certification of proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the TIF Note 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 TIF Note 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. Section 6. Effective date. This resolution shall be effective upon approval. Reviewed for Administration: Adopted by the Economic Development Authority March 21, 2022 Karen Barton, executive director Margaret Rog, president Attest: Melissa Kennedy, secretary DocuSign Envelope ID: 0AFF91F9-A64F-4E24-B521-09BC875CC695 EDA Resolution No. 22-07 5 Exhibit A Legal description Authority Parcel A: That part of Trunk Highway No. 12 as shown on MINNESOTA DEPARTMENT OF TRANSPORTATION RIGHT OF WAY PLAT NO. 27-23 described as follows: Beginning at right of way Boundary corner B3; thence on an assumed azimuth of 1 degree 05 minutes 15 seconds along the boundary line of said plat a distance of 86.85 feet to Right of Way Boundary Corner B4; thence deflect to the right 83.74 feet along a non -tangential curve concave to the northwest and passing through Right of Way Boundary Corner B5, having a radius of 2083.24 feet, central angle of 2 degrees 18 minutes 11 seconds, chord azimuth of 48 degrees 18 minutes 24 seconds and chord distance of 83.73 feet; thence on an azimuth of 91 degrees 27 minutes 32 seconds a distance of 98.89 feet; thence southwesterly deflecting to the right on a non- tangential curve concave to the northwest having a radius of 788.53 feet, delta angle of 15 degrees 42 minutes 58 seconds, and a chord azimuth of 229 degrees 07 minutes 59 seconds and chord distance of 215.62 feet to the East line of parcel 44 as shown on said plat 27 - 23; thence north along said East line of Parcel 44 to the point of beginning. AND Authority Parcel B: That part of Trunk Highway No. 12 as shown on MINNESOTA DEPARTMENT OF TRANSPORTATION RIGHT OF WAY PLAT NO. 27-23 which lies southwesterly and southerly of Line 1, said Line 1 being described as follows: Line 1: Commencing at Right of Way Boundary Corner B212 as shown on said Plat No. 27-23; thence Northerly on an azimuth of 00 degrees 13 minutes 27 seconds along the West line of the boundary of said Plat No. 27-23 a distance of 484.26 feet to Right of Way Boundary Corner B211 and the point of beginning of the line being described; thence Easterly on an azimuth of 101 degrees 20 minutes 23 seconds along the boundary of said Plat No. 27 -23 a distance of 214.28 feet to Right of Way Boundary Corner B1; thence continue on an azimuth of 101 degrees 20 minutes 23 seconds 93.00 feet; thence deflect to the left 350.87 feet on a non - tangential curve, concave to the North and passing through Right of Way Boundary Corner B2 as shown on said Plat No. 27-23, having a radius of 763.94 feet, a delta angle of 26 degrees 18 minutes 56 seconds, and a chord azimuth of 70 degrees 47 minutes 34 seconds to the Easterly line of said Parcel 44; thence on an azimuth of 01 degree 05 minutes 15 seconds 7.37 feet to Right of Way Boundary Corner B3 as shown on said Plat No. 27-23 and there terminating. And northerly of the following described line and its easterly extension: DocuSign Envelope ID: 0AFF91F9-A64F-4E24-B521-09BC875CC695 EDA Resolution No. 22-07 6 Commencing at the point of intersection of the West line of the Southeast Quarter of the Northeast Quarter of said Section 1 with the most southerly line of Lot 1, Block 7, SHELARD PARK; thence on an assumed bearing of South 0 degrees 39 minutes 11 seconds West along said West line a distance of 187.99 feet to the point of beginning of the line being described; thence along a non-tangential curve concave to the northeast having a radius of 788.53 feet, central angle of 7 degrees 43 minutes 57 seconds, chord bearing of South 78 degrees 42 minutes 56 seconds East to its intersection with the most westerly extension of the southerly line of said Parcel 44; thence easterly along said extension of the most southerly line of said Parcel 44 to its intersection with Line 1 described above, and said line there ending. DocuSign Envelope ID: 0AFF91F9-A64F-4E24-B521-09BC875CC695 EDA Resolution No. 22-07 7 Exhibit B Form of Note UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY No. R-1 $_____________ TAX INCREMENT REVENUE NOTE SERIES 20__ (BIGOS DEVELOPMENT PROJECT) Date Rate of Original Issue [lesser of 4.25% or Redeveloper’s actual financing rate] ___________, 20__ The St. Louis Park Economic Development Authority (the “Authority”) for value received, certifies that it is indebted and hereby promises to pay to Bigos-9920 Wayzata, LLC, a Minnesota limited liability company, or registered assigns (the “Owner”), the principal sum of $__________ and to pay interest thereon at the rate of ________% per annum, solely from the sources and to the extent set forth herein. Capitalized terms shall have the meanings provided in the Purchase and Redevelopment Contract, dated ________________, 2022 (the “Agreement”), between the Authority and the Owner, unless the context requires otherwise. 1. Payments. Principal and interest (the “Payments”) shall be paid on August 1, 2024 and each February 1 and August 1 thereafter, to and including August 1, 2038 (“Payment Dates”), in the amounts and from the sources set forth in Section 3 herein. Payments shall be applied first to accrued interest, and then to unpaid principal. [Simple interest accruing from the date of issue through and including August 1, 2024 shall be added to principal.] Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon thirty (30) days’ written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of three hundred sixty (360) days and charged for actual days principal is unpaid. 3. Available tax increment. DocuSign Envelope ID: 0AFF91F9-A64F-4E24-B521-09BC875CC695 EDA Resolution No. 22-07 8 (a) Payments on this Note are payable on each Payment Date solely from and in the amount of Available Tax Increment, which shall mean ninety-five percent (95%) of the Tax Increment attributable to the Minimum Improvements and Redevelopment Property that is actually paid to the Authority by Hennepin County, Minnesota in the six (6) months preceding each Payment Date on the Note. Available Tax Increment will not include any Tax Increment if, as of any Payment Date, there is an uncured Event of Default under the Agreement. (b) The Authority shall have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than Available Tax Increment and the failure of the Authority to pay principal or interest on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal and interest hereon to the extent of Available Tax Increment. The Authority shall have no obligation to pay unpaid balance of principal or accrued interest that may remain after the payment of Available Tax Increment from the last payment of Tax Increment the Authority is entitled to receive from Hennepin County with respect to the Redevelopment Property. 4. Default. The Authority’s payment obligations shall be subject to Sections 9.1 and 9.2 of the Agreement and are further subject to the conditions that (i) no Event of Default under Section 9.1 of the Agreement shall have occurred and be continuing at the time payment is otherwise due hereunder; and (ii) the Agreement and this Note shall not have been terminated in accordance with Section 9.2 of the Agreement. Any such suspended and unpaid amounts shall become payable, without interest accruing thereon in the meantime, if this Note has not been terminated in accordance with Section 9.2 of the Agreement and said Event of Default shall thereafter have been cured in accordance with Section 9.2. If pursuant to the occurrence of an Event of Default under the Agreement the Authority elects, in accordance with the Agreement, to cancel and rescind the Agreement and/or this Note, the Authority shall have no further obligation under this Note whatsoever. Reference is hereby made to all of the provisions of the Agreement, for a fuller statement of the rights and obligations of the Authority to pay the principal of this Note and the interest thereon, and said provisions are hereby incorporated into this Note as though set out in full herein. 5. Prepayment. The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under this Note. 6. Nature of obligation. This Note is one of an issue in the total principal amount of $_________________, issued to aid in financing certain public redevelopment costs and administrative costs of a housing project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as amended, and is issued pursuant to an authorizing resolution (the “Resolution”) duly adopted by the Authority on March 21, 2022, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 through 469.1794, as amended. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota nor any political subdivision thereof shall DocuSign Envelope ID: 0AFF91F9-A64F-4E24-B521-09BC875CC695 EDA Resolution No. 22-07 9 be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE. 7. Registration and transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the Chief Financial Officer of the City, by the Owner hereof in person or by such Owner’s attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. Notwithstanding the foregoing, this Note shall not be transferred to any person other than an affiliate, or other related entity, of the Owner unless the Authority has been provided with an investment letter in a form satisfactory to the Authority. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until such Payment Date. 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 exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the St. Louis Park Economic Development Authority have caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY Executive Director President ______________________________________ Registration provisions DocuSign Envelope ID: 0AFF91F9-A64F-4E24-B521-09BC875CC695 EDA Resolution No. 22-07 10 The ownership of the unpaid balance of the within Note is registered in the bond register of the Chief Financial Officer of the City, in the name of the person last listed below. Date of Registration Registered Owner Signature of Chief Financial Officer Bigos-9920 Wayzata, LLC Federal Tax I.D. No. _______________ [End of form of note] DocuSign Envelope ID: 0AFF91F9-A64F-4E24-B521-09BC875CC695