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HomeMy WebLinkAbout22-30 - ADMIN Resolution - Economic Development Authority - 2022/06/06EDA Resolution No. 22-30 Resolution approving contract for private development and loans to CB SLP Housing Limited Partnership and taking other actions in connection therewith 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. 1.01. Subject to approval by the City Council of the City of St. Louis Park, Minnesota (the “City’), the Authority and the City has approved the establishment of the Rise on 7 Tax Increment Financing District (the “TIF District”), a housing district within Redevelopment Project No. 1 (the “Project”), and have adopted a tax increment financing plan for the purpose of financing certain improvements within the Project. 1.02. The City Council of the City will consider a resolution approving the TIF District after a public hearing on the date hereof. 1.03. To facilitate the development of certain property within the Project and TIF District, the Authority, the City, and CB SLP Housing Limited Partnership, a Minnesota limited partnership (the “Developer”), have negotiated a Contract for Private Development (the “Agreement”) which provides for the construction by the Developer of an approximately 120- unit affordable rental housing facility, underground parking, and an early childcare center (the “Minimum Improvements”) on certain property legally described therein (the “Development Property”) and provides a deferred loan from the Authority in the principal amount of $1,800,000 (the “Deferred Loan”) to the Developer from proceeds of an interfund loan made from the City’s Affordable Housing Trust Fund to the Authority. 1.04. In order to assist with the costs of the Minimum Improvements, the Authority, on behalf of CommonBond Communities, a Minnesota nonprofit corporation (“CommonBond”), and the Developer, applied for and received a Livable Communities Demonstration Account (LCDA) grant in the amount $1,430,000 (the “LCDA Grant”) from the Metropolitan Council and an Environmental Response Grant in the amount of $251,695 (the “ERF Grant”) from the Hennepin County Environment and Energy Department. 1.05. The Metropolitan Council and the Authority entered into a Metropolitan Livable Communities Act Grant Agreement, providing for an award date of November 11, 2020 and an expiration date of December 31, 2023 (the “Grant Agreement”). Proceeds of the LCDA Grant may be used for eligible project components of the Minimum Improvements (the “Grant- Eligible Activities”) as described in the Grant Agreement. 1.06. The Authority intends to loan the proceeds of the LCDA Grant (the “LCDA Loan”) to the Developer to provide financing for the Grant-Eligible Activities. To that end, the Authority and the Developer have negotiated a Loan Agreement (the “LCDA Loan Agreement ”) between the Authority and the Developer. DocuSign Envelope ID: 2FEDDF4B-154A-4EA5-94B5-7C6A4AAEF4B5 EDA Resolution No. 22-30 2 1.07. The Authority and the Hennepin County Environment and Energy Department have entered into an Environmental Response Fund Grant Agreement (Contract No. PR000040200) describing the use of the proceeds of the ERF Grant. The Authority intends to disburse the proceeds of the ERF Grant to the Developer in accordance with the Agreement. 1.08. To allow the Developer to perform certain obligations under the Agreement, JLL Real Estate Capital, LLC, a Delaware limited liability company, in its capacity as lender, together with any other permitted co-lenders and their respective successors and/or permitted assigns (collectively, “Senior Lender”), has agreed to provide the Developer with financing by providing financing in the combined estimated principal amount of $20,576,600 (collectively, the “Senior Financing”). Section 2. Deferred Loan. 2.01. The Authority agrees to make the Deferred Loan to the Developer in accordance with the terms of Section 3.3 of the Agreement in the maximum principal amount of $1,800,000 in order to help finance the Minimum Improvements. 2.02. The Authority agrees to accept the Promissory Note and the Mortgage, in substantially the forms set forth in the Agreement, from the Developer, as well as the Guaranty, in substantially the form set forth in the Agreement, from CommonBond Communities, as security for the repayment of the Deferred Loan. Section 3. LCDA Loan. 3.01. The Authority agrees to make the LCDA Loan to the Developer in accordance with the terms of the LCDA Loan Agreement. 3.02. The LCDA Loan Agreement is hereby approved in substantially the form presented to the Board, together with any related documents necessary in connection therewith, including without limitation all documents, exhibits, certifications, or consents referenced in or attached to the LCDA Loan Agreement (the “LCDA Loan Documents”). 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 LCDA Loan 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 LCDA Loan Documents shall be in substantially the forms on file with the Authority and the approval hereby given to the LCDA Loan 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 LCDA Loan Documents shall not be effective until the date of execution thereof as provided herein. DocuSign Envelope ID: 2FEDDF4B-154A-4EA5-94B5-7C6A4AAEF4B5 EDA Resolution No. 22-30 3 3.03. 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 LCDA Loan 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 LCDA Loan Documents. 3.04. The Authority agrees to accept the Note and the Combination Mortgage and Security Agreement, in substantially the forms on file with the Authority, from the Developer as security for the repayment of the LCDA Loan. Section 4. The Agreement and Senior Lender Documents. 4.01. Subject to approval of the TIF District and the Agreement by the City Council, the Board hereby approves the Agreement in substantially the form presented to the Board, together with any related documents necessary in connection therewith, including without limitation all documents, exhibits, certifications, or consents referenced in or attached to the Agreement including without limitation the Assessment Agreement and the Declaration of Restrictive Covenants, (all as defined in the Agreement) (the “TIF Documents”). Such approval includes the Authority’s authorization of the disbursement of the ERF Grant in accordance with the Agreement. In addition, in order to provide the Senior Financing, the Senior Lender requires the execution and delivery by the Authority of the following documents, forms of which are on file with the Authority (the “Additional Lender Documents” and together with the TIF Documents, the “Development Documents”): (i) a Master Subordination Agreement and Estoppel Certificate between the Senior Lender, the Authority, and the Hennepin County Housing and Redevelopment Authority, pursuant to which the Authority agrees to subordinate its right to, title to, and interest in the Property and certain rights and the remedies and options of the Authority under the Contract to those of the Senior Lender and the Senior Financing; (ii) a Subordination Agreement between the Senior Lender, the Authority, and the Developer, pursuant to which the Authority agrees that the Developer’s obligations with respect to the Deferred Loan are subordinate to the Developer’s obligations with respect to the Senior Financing; (iii) a Subordination Agreement between the Senior Lender, the Authority, and the Developer, pursuant to which the Authority agrees that the Developer’s obligations with respect to the LCDA Loan are subordinate to the Developer’s obligations with respect to the Senior Financing; (iv) a Master Disbursement Agreement and Intercreditor Agreement Regarding Bonds between the Developer, the Senior Lender, U.S. Bank Trust Company, National Association, the Authority, the Hennepin County Housing and Redevelopment Authority, the Greater Minnesota Housing Fund, CommonBond Communities, CB SLP Housing GP LLC, and The North Dakota Guaranty and Title Co., as disbursing agent (the “Disbursing Agent”), relating to the disbursement of the proceeds of the Deferred Loan, the LCDA Loan, the Senior Financing, and the other loans provided by the Senior Lender, the Hennepin County Housing and Redevelopment Authority, the Greater Minnesota Housing Fund, CommonBond Communities, and CB SLP Housing GP LLC; and (v) an AHTF Deferred Loan Disbursement Agreement between the Authority, the Developer, and the Disbursing Agent relating to the disbursement of the proceeds of the Deferred Loan. The Board hereby approves the Additional Lender Documents in substantially the forms presented to the Board, together with any related documents necessary in connection therewith, including without limitation all DocuSign Envelope ID: 2FEDDF4B-154A-4EA5-94B5-7C6A4AAEF4B5 EDA Resolution No. 22-30 4 documents, exhibits, certifications, or consents referenced in or attached to the Additional Lender Documents. 4.02. 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 Development 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 Development Documents shall be in substantially the forms on file with the Authority and the approval hereby given to the Development 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 Development Documents shall not be effective until the date of execution thereof as provided herein. 4.03. 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 Development 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 Development Documents. Section 5. Effective Date. This resolution shall be effective upon approval. Reviewed for Administration: Adopted by the Economic Development Authority June 6, 2022 Karen Barton, executive director Margaret Rog, president Attest: Melissa Kennedy, secretary DocuSign Envelope ID: 2FEDDF4B-154A-4EA5-94B5-7C6A4AAEF4B5