HomeMy WebLinkAbout22-40 - ADMIN Resolution - Economic Development Authority - 2022/10/03EDA Resolution No. 22-40
Resolution consenting to an assignment and assumption of
documents between Bigos-9920 Wayzata, LLC and The Mera, 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. Recitals; Authorization.
1.01. The Authority and Bigos-9920 Wayzata, LLC, a Minnesota limited liability company
(the “Assignor”), entered into a Purchase and Redevelopment Contract, dated March 21, 2022, as
amended by the First Amendment to Purchase and Redevelopment Contract, dated June 6, 2022
(together, the “Contract”), pursuant to which the Authority agreed to convey certain property
located in the City of St. Louis Park, Minnesota (the “City”) to the Assignor and the Assignor agreed
to construct thereon approximately 233 units of multifamily rental housing and approximately 203
structured parking stalls (the “Minimum Improvements”).
1.02. In connection with the Minimum Improvements, the Authority and the Assignor
also entered into a Declaration of Restrictive Covenants, dated August 31, 2022 (the
“Declaration”), and a Minimum Assessment Agreement, dated August 31, 2022 (the “Minimum
Assessment Agreement”).
1.03. The Assignor has proposed to assign its right to develop the Minimum
Improvements to The Mera, LLC, a Minnesota limited liability company (the “Assignee”), as part
of an exchange under Section 1031 of the Internal Revenue Code of 1986. As part of the
exchange, the Assignor is required to assign its right, title, and interest in and to the Contract,
the Declaration, and Minimum Assessment Agreement (collectively, the “Development
Documents”), and other documents executed by the City to the Assignee.
1.04. There has been presented to the Board a form of Assignment and Assumption of
Entitlements (the “Assignment and Assumption Agreement”) between the Assignor and the
Assignee, pursuant to which the Assignor will assign to the Assignee the Assignor’s right, title,
and interest in and to the Development Documents and other documents, the Assignee will
assume such right, title, and interest of the Assignor, and the Authority and the City will
consent to such assignment and assumption.
Section 2. Approval of the Assignment and Assumption Agreement.
2.01. The Board approves and consents to the Assignment and Assumption Agreement
in substantially the form presented to the Board, together with any related documents
necessary in connection therewith.
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 Assignment
and Assumption Agreement 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 Assignment and Assumption Agreement shall be in substantially the form
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EDA Resolution No. 22-40 2
on file with the Authority and the approval hereby given to the Assignment and Assumption
Agreement 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 Assignment and Assumption Agreement
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 on their behalf. Upon
execution and delivery of the Assignment and Assumption Agreement, 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 Assignment and
Assumption Agreement.
Section 3. Effective Date. This resolution shall be effective upon approval.
Reviewed for Administration: Adopted by the Economic Development
Authority October 3, 2022
Karen Barton, executive director Margaret Rog, president
Attest:
Melissa Kennedy, secretary
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