HomeMy WebLinkAbout22-46 - ADMIN Resolution - Economic Development Authority - 2022/12/05EDA Resolution No. 22-46
Resolution approving an assignment and subordination of purchase
and redevelopment contract and TIF note with The Mera, LLC and Old
National Bank
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
(“Bigos-9920 Wayzata”), 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 Bigos-9920 Wayzata
and Bigos-9920 Wayzata agreed to construct thereon approximately 233 units of multifamily
rental housing and approximately 203 structured parking stalls (the “Minimum Improvements”).
The Authority agreed to issue a tax increment revenue note (the “TIF Note”) in the principal
amount of $6,300,000 to make the Minimum Improvements economically feasible.
1.02. Bigos-9920 Wayzata assigned its right to develop the Minimum Improvements to
The Mera, LLC, a Minnesota limited liability company (the “Redeveloper”), as part of an
exchange under Section 1031 of the Internal Revenue Code of 1986, as amended. As part of
the exchange, Bigos-9920 Wayzata assigned to the Redeveloper the right, title, and interest of
Bigos-9920 Wayzata in and to the Contract, other documents executed by the Authority, and
certain documents executed by the City.
1.03. Old National Bank, a national banking association (the “Lender”), has agreed to
provide a construction loan (the “Construction Loan”) to the Redeveloper in the approximate
principal amount of $48,860,500. As a condition to providing the Construction Loan, the Lender
requires that the Redeveloper assign certain rights under the Contract and the TIF Note to the
Construction Lender and that the Authority subordinate certain rights under the Contract to the
rights of the Lender under the mortgage to be executed by the Redeveloper to secure the
Construction Loan (the “Construction Mortgage”).
1.04. There has been presented to the Board a form of Assignment and Subordination
of Purchase and Redevelopment Contract and TIF Note (the “Assignment and Subordination
Agreement”) between the Authority, the Redeveloper, and the Lender, pursuant to which the
Redeveloper will assign certain rights under the Contract and the TIF Note to the Construction
Lender and the Authority subordinate certain rights under the Contract to the rights of the
Lender under the Construction Mortgage.
Section 2. Approval of the Assignment and Subordination Agreement.
2.01. The Board approves the Assignment and Subordination Agreement in
substantially the form presented to the Board, together with any related documents necessary
in connection therewith.
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EDA Resolution No. 22-46 2
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 Subordination 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 Subordination Agreement shall be in substantially the form
on file with the Authority and the approval hereby given to the Assignment and Subordination
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 Subordination 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 Subordination 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
Subordination Agreement.
Section 3. Effective Date. This resolution shall be effective upon approval.
Reviewed for Administration: Adopted by the Economic Development
Authority December 5, 2022
Karen Barton, executive director Margaret Rog, president
Attest:
Melissa Kennedy, secretary
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