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HomeMy WebLinkAbout18-11 - ADMIN Resolution - Economic Development Authority - 2018/08/06St. Louis Park Economic Development Authority Resolution No. 18-11 Resolution approving a purchase and redevelopment contract, including provisions for the conveyance of real property and awarding the sale of, and providing the form, terms, covenants and directions for the issuance of its Tax Increment Revenue Note to Bridgewater Bank Be it resolved by the Board of Commissioners ("Board") of the St. Louis Park Economic Development Authority, St. Louis Park, Minnesota (the "Authority") as follows: Section 1. Recitals; Approval and Authorization; Award of Sale. 1.01. Recitals. (a) The Authority and the City of St. Louis Park have heretofore approved the establishment of the Bridgewater Bank Tax Increment Financing District (the "TIF 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. (b) To facilitate the redevelopment of certain property within the Project and TIF District, the Authority, Bridgewater Bank, a Minnesota corporation (the "Owner"), and Bridgewater Bancshares, Inc., a Minnesota corporation, have negotiated a Purchase and Redevelopment Contract (the "Agreement") which provides for the conveyance of certain Authority -owned property described in Exhibit A hereto (the "Authority Parcels") to the Owner, the construction by the Owner of a four-story approximately 84,000 square foot mixed use building containing office space including an entrepreneurial center, retail space, and related structured parking (the "Minimum Improvements"), on certain property within the TIF District including the Authority Parcels, and the issuance by the Authority of its Tax Increment Revenue Note, Series 2018 (the "Note") to the Owner. (c) On June 20, 2018, the Planning Commission of the City reviewed the plans for development of the Redevelopment Property by the Owner, including the Authority Parcels, found that such development is consistent with the City's comprehensive plan. (d) 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. EDA Resolution No. 18-11 1.02. Approval of Agreement. (a) The Agreement as presented to the Board 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 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, and any deed or other documents necessary to convey the Authority Parcels to the Owner, all as described in the Agreement. 1.03. Authorization of Note. Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public redevelopment costs of the Project. Such bonds are payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds. The Authority hereby finds and determines that it is in the best interests of the Authority that it issue and sell the Note to the Owner for the purpose of financing certain public redevelopment costs of the Project, subject to all terms and conditions of the Agreement. 1.04. Issuance, Sale, and Terms of the Note. (a) The Authority hereby authorizes the President and Executive Director to issue the 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 Note shall be issued to the Owner in the maximum aggregate principal amount of $950,000 in consideration of certain eligible costs incurred by the Owner in connection with construction of the Minimum Improvements. The Note shall be dated the date of delivery thereof, and shall bear interest at the lesser of the rate of 5.0% 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 Note will be issued in the principal amount of Public Redevelopment Costs submitted and approved in accordance with Section 3.7 of the Agreement. The Note is secured by Available Tax Increment, as further described in the form of the Note herein. The Authority hereby delegates to the Executive Director the determination of the date on which the Note is to be delivered, in accordance with the Agreement. Section 2. Form of Note. The Note shall be in substantially the form attached to this resolution 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 Note shall be issued as a single typewritten note numbered R-1. EDA Resolution No. 18-11 The Note shall be issuable only in fully registered form. Principal of and interest on the 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 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: (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 Note and the registration of transfers and exchanges of the Note. (b) Transfer of Note. Upon surrender for transfer of any 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 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 any Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such 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 Note is at any time registered in the bond register as the absolute owner of such Note, whether the Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such 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 such Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the 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. EDA Resolution No. 18-11 (g) Mutilated, Lost, Stolen or Destroyed Note. In case any Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated Note or in lieu of and in substitution for such 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 Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such 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 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 Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Note prior to payment. 3.04. Preparation and Delivery. The Note shall be prepared under the direction of the Chief Financial Officer of the City 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 Note shall cease to be such officer before the delivery of the 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 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 Note all Available Tax Increment as defined in the Note. 4.02. Bond Fund. Until the date the 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 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 Note in accordance with its terms. 4.03. Additional Obligations. The Authority will issue no other obligations secured in whole or in part by Available Tax Increment unless such pledge is on a subordinate basis to the pledge on the Note. EDA Resolution No. 18-11 Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of the 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 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. Administration: ThoKasVK ffiften4ha. Executive Director Adopted by the Economic Development EDA Resolution No. 18-11 EXHIBIT A AUTHORITY PARCELS The property located in the City of St. Louis Park, Hennepin County, Minnesota legally described as: Parcel 1: Lot 18, Block 2, Minikanda Vista 2"d Addition, Hennepin County, except that part thereof lying Southwesterly of a line 35 feet Northeasterly of and parallel with a line described as beginning at a point 30 feet Southwesterly from the most Southerly corner of Lot 17, Block 2, "Minikanda Vista Second Addition, Hennepin County", as measured at right angles from the Southwesterly line of said Lot 17, thence Northwesterly parallel with said Southwesterly line 142.63 feet and there terminating. Parcel 2: Lots 19 and 20, Block 2, Minikanda Vista, Second Addition, Hennepin County, except that part of said lots lying Southwesterly of a line 35 feet Northeasterly of and parallel with a line described as beginning at a point 30 feet Southwesterly from the most Southerly corner of Lot 17, Block 2, "Minikanda Vista Second Addition, Hennepin County", as measured at right angles from the Southwesterly line of said Lot 17; thence Northwesterly parallel with said Southwesterly line 142.63 feet; thence along a tangential curve to the left having a tangent length of 120 feet, delta angle of 3 degrees, 18 minutes and 55 seconds for a distance of 239.95 feet and there terminating. To be replatted as a portion of Lot 1, Block 1, Bridgewater Bank Addition, Hennepin County, Minnesota. EDA Resolution No. 18-11 No. R-1 EXHIBIT B FORM OF TIF NOTE UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY TAX INCREMENT REVENUE NOTE SERIES 20 (BRIDGEWATER BANK PROJECT) Date Rate of Original Issue The St. Louis Park Economic Development Authority ("Authority") for value received, certifies that it is indebted and hereby promises to pay to Bridgewater Bank 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 between the Authority, Bridgewater Bancshares, Inc. and the Owner, dated as of , 2018 (the "Agreement"), unless the context requires otherwise. 1. Payments. Principal and interest ('Payments") shall be paid on August 1, 20 and each February 1 and August 1 thereafter to and including February 1, 20_ ('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 February 1, 20 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 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 360 days and charged for actual days principal is unpaid. 3. Available Tax Increment. (a) Payments on this Note are payable on each Payment Date solely from and in the amount of Available Tax Increment, which shall mean 95% of the Tax Increment attributable to the Minimum Improvements and Redevelopment Property that is paid to the Authority by Hennepin County in the six months preceding each Payment Date on the Note. EDA Resolution No. 18-11 (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 any unpaid balance of principal or accrued interest that may remain after the final Payment Date on February 1, 20 . 4. Default. If on any Payment Date there has occurred and is continuing any Event of Default under the Agreement, the Authority may withhold from payments hereunder under all Available Tax Increment. If the Event of Default is thereafter cured in accordance with the Agreement, the Available Tax Increment withheld under this Section shall be deferred and paid, without interest thereon, within 30 days after the Event of Default is cured. If the Event of Default is not cured in a timely manner, the Authority may terminate this Note by written notice to the Owner in accordance with the Agreement. 5. Prepayment. (a) 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. (b) Upon receipt by the Owner of the Authority's written statement of the Participation Amount as described in Section 3.8 of the Agreement, 50% of such Participation Amount will be deemed to constitute, and will be applied to, prepayment of the principal amount of this Note. Such deemed prepayment is effective as of the date of delivery of such statement to the Owner, and will be recorded by the Registrar in its records for the Note. Upon request of the Owner, the Authority will deliver to the Owner a statement of the outstanding principal balance of the Note after application of the deemed prepayment under this paragraph. In addition, upon the written request of the Authority, the Owner shall deliver the Note to the Authority in exchange for a new Note in the adjusted principal amount 6. Nature of Obligation. This Note is issued in the total principal amount of $ , issued to aid in financing certain public redevelopment costs and administrative costs of a 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 , 2018, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 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 City of St. Louis Park, the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, the City of St. Louis Park, nor any political subdivision thereof shall 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 City of St. Louis Park, 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. 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 EDA Resolution No. 18-11 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 date. Except as otherwise provided in Section 3.7(d) of the Agreement, this Note shall not be transferred to any person or entity, unless the Authority has provided consent to such transfer. 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. Executive Director ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY President EDA Resolution No. 18-11 10 REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the City Chief Financial Officer, in the name of the person last listed below. Date of Signature of Registration Registered Owner City Chief Financial Officer Bridgewater Bank Federal Tax I.D. No.