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HomeMy WebLinkAbout23-17 - ADMIN Resolution - Economic Development Authority - 2023/07/24 EDA Resolution No. 23-17 Resolution conveying property, approving contract for private development with Beltline Mixed Use LLC including a business subsidy agreement, authorizing the issuance of tax increment revenue and other notes, 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. The city council of the City of St. Louis Park, Minnesota (the “city”) and the authority have approved the establishment of Beltline Station Tax Increment Financing District No. 2 (the “TIF district”), a renewal and renovation 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. Minnesota Statutes, section 469.176, subdivision 4n (“Subd. 4n”) authorizes authority to spend available tax increment from any existing tax increment financing district (“available TIF”), notwithstanding any other law to the contrary, to provide improvements, loans, interest rate subsidies, or assistance in any form to private development consisting of construction or substantial rehabilitation of buildings and ancillary facilities, if the following conditions exist: (a) Such assistance will create or retain jobs in the State of Minnesota (the “state”), including construction jobs; (b) Construction commences before December 31, 2025; (c) The construction would not have commenced before December 31, 2025 without the assistance; (d) Available TIF under the spending plan is spent by December 31, 2025; and (e) The city council (the “council”) of the City of St. Louis Park, Minnesota (the “city”) approves a written spending plan (after a duly noticed public hearing) that specifically authorizes the Authority to take such actions. 1.03. The authority and the council have heretofore adopted a spending plan (the “spending plan”) pursuant to Minnesota Statutes, section 469.176, subdivision Subd. 4n, which authorizes the use of available TIF to provide improvements, loans or assistance for private development that satisfies the criteria listed above and as further described in the spending plan (“qualified projects,” singularly, a “qualified project”). The spending plan expressly authorizes available TIF assistance to qualified projects including to the development (as hereinafter defined). DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 1.04. The city, the authority, and Beltline Development LLC, a Minnesota limited liability company (“Beltline Development”), or an entity related thereto or affiliated therewith (collectively, the “Beltline development entities”), each own portions of certain property within the project (the “development property”), which has been the subject of negotiations between the parties for purposes of constructing a mixed-use (market rate and affordable multi-family residential and commercial) development and related parking, including a parking ramp serving in part as a park and ride facility for Metro Transit’s proposed Southwest Light Rail Transit Beltline station on certain property in the project (the “development”). 1.05. To facilitate the development of the development property, the authority and Beltline Mixed Use LLC, a Delaware limited liability company and an affiliate of Beltline Development (the “developer”), have negotiated a contract for private development (the “agreement”) which provides for the construction by the developer on the development property of (a) a building to include approximately 146 units of market rate housing with approximately 96 underground parking spaces an affordable rental housing facility (the “market-rate housing component”); (b) a building to include approximately 152 units of market rate rental housing and approximately 18,200 rentable square feet of commercial space (the “mixed-use component”); and (c) an approximately 571-space parking ramp with approximately 1,850 square feet of commercial space (including approximately 208 spaces to serve the mixed- use component, approximately 95 spaces to serve the market-rate housing component, and approximately 268 spaces to be dedicated as public transit park and ride spaces) and driver restroom (the “parking ramp component,” and collectively with the market-rate housing component and the mixed-use component, the “minimum improvements”). The Beltline development entities and the authority previously entered into a contract for private development relating to the construction of the affordable housing component of the development. 1.06. Due to the costs of developing the minimum improvements, the developer has requested certain financial assistance from the authority. To make the construction of the minimum improvements economically feasible, the agreement provides that the authority will issue separate tax increment revenue notes (individually, the “market-rate housing TIF note” and the “mixed-use component TIF note,” and together, the “TIF notes”) to the Sherman development entities. In addition, the authority will provide a grant in the maximum amount of $1,554,000 from available TIF (the “authority TIF grant”) for the construction of the mixed- use component as allowed under the spending plan. 1.07. As part of the development, the authority proposes to convey the property legally described in Exhibit A attached hereto (the “authority parcels”) to the Beltline development entities, and the Beltline development entities intend to acquire the authority parcels for purposes of constructing the development. 1.08. To facilitate the development, the authority and Beltline Development entered into a purchase agreement, dated July 7, 2022, as amended by a first amendment to purchase agreement, dated December 5, 2022, and a second amendment to purchase agreement, dated June 5, 2023 (as heretofore amended, the “original purchase agreement”), which provides for the conveyance the authority parcels to the Beltline development entities, provided that DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 following closing on the conveyance and replatting of the development property certain rights of way will be owned by the city. 1.09. Due to changes in market conditions since the execution of the original purchase agreement, the costs of the development have increased. As such, the authority and Beltline Development have negotiated and now propose to execute a third amendment to purchase agreement (the “third amendment to purchase agreement”) to revise the land payment structure set forth in the original purchase agreement. The authority proposes to sell the authority property at the price of $3,390,001.00 of which $1.00 will be paid for the property upon which an affordable housing development will be constructed (the “affordable parcel”) and $3,390,000 will be paid for the property upon which the mixed-use and market-rate housing components (the “mixed-use property”) will be constructed. The costs of the mixed- use property will be paid from $3,000,000 from the Beltline development entities and the delivery of a purchase price note (the “purchase price note”) in the amount of $390,000 which will be repaid from pooled tax increment available to the authority. 1.10. As required by Minnesota Statutes, section 469.105, as amended, on July 17, 2023, the board conducted a duly noticed public hearing regarding the conveyance of the authority parcels to beltline development and the Beltline development entities pursuant to the original purchase agreement, as amended by the third amendment to purchase agreement (together, the “purchase agreement”), at which all interested parties were given an opportunity to be heard, and hereby finds that the execution of the third amendment to purchase agreement and performance of the authority’s obligations under the purchase agreement, including the conveyance of the authority parcels to beltline development and the beltline development entities, are in the best interest of the city and its residents. 1.11. The authority and the city have previously established various tax increment financing districts including Park Center Tax Increment Financing District, the Zarthan/16th Avenue Tax Increment Financing District, Mill City Tax Increment Financing District, Park Commons Tax Increment Financing District, Wolfe Lake Tax Increment Financing District, Aquila Commons – Tax Increment Financing District, Elmwood Village Tax Increment Financing District, Highway 7 Corporate Center Tax Increment Financing District, West End Tax Increment Financing District, Ellipse on Excelsior, Tax Increment Financing District, Hardcoat Tax Increment Financing District, Eliot Park Tax Increment Financing District, The Shoreham Tax Increment Financing District, 4900 Excelsior Tax Increment Financing District, Elmwood Apartments Tax Increment Financing District, Wooddale Station Tax Increment Financing District, Bridgewater Bank Tax Increment Financing District, Parkway Residences Tax Increment Financing District, Texa Tonka Tax Increment Financing District, Beltline Residences Tax Increment Financing District, Rise on 7 – Housing Tax Increment Financing District, 9920 Wayzata Blvd Tax Increment Financing District, Wooddale Ave. Apartments Tax Increment Financing District (collectively, the “pooled TIF districts”) and adopted tax increment financing plans therefore. The authority intends to any available pooled tax increment from one or more of the pooled TIF districts as designated by the executive director (the “pooled TIF”) to repay the purchase price note. 1.12. In order to assist with the costs of the minimum improvements, the authority applied for and received a grant in the amount $418,547, of which $283,547 (the “DEED grant”) DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 will be used for costs related to the minimum improvements, from the Minnesota Department of Employment and Economic Development (“DEED”). 1.13. DEED and the authority entered into the Contamination Cleanup Grant Contract Agreement No. CCGP-21-0022-Z-FY22 (the “DEED grant agreement”). Proceeds of the DEED grant may be used for eligible project components of the minimum improvements (the “DEED grant-eligible activities”) as described in the DEED grant agreement. 1.14. The authority intends to disburse the proceeds of the DEED grant to the developer to provide financing for the DEED grant-eligible activities as set forth in the agreement. 1.15. The mixed-use component TIF note, along with the portions of the authority TIF grant, the DEED grant (as hereinafter defined) and the purchase price note allocable on a pro rata basis to the mixed-use component, constitute a business subsidy (the “business subsidy”) pursuant to Minnesota Statutes, sections 116j.993 to 116j.995, as amended (the “business subsidy act”). The agreement includes an agreement whereby the developer will agree to meet certain goals in connection with the business subsidy as required by the business subsidy act (the “business subsidy agreement”). 1.16. As required by section 116J.994, subdivision 5 of the business subsidy act, on July 17, 2023, the board conducted a duly noticed public hearing on the proposed business subsidy to be provided to the developer. The views of all interested persons were heard and considered at the public hearing. 1.17. In order to assist with the costs of the construction of the portion of the parking ramp component containing 268 spaces to be dedicated as public transit park and ride spaces (the “public transit parking tract”), the authority applied for and received a Congestion Mitigation and Air Quality Contamination Cleanup grant in the amount $6,453,054 (the “CMAQ grant”) from Metropolitan Council. 1.18. Metropolitan Council and the authority entered into a subrecipient agreement - Beltline Blvd Station Park & Ride Project – METRO Green Line Light Rail Transit Extension - Federal Congestion Mitigation and Air Quality (CMAQ) funding (the “original CMAQ grant agreement”). Proceeds of the CMAQ grant may be used for eligible project components of the minimum improvements (the “CMAQ grant-eligible activities”) as described in the original CMAQ grant agreement. 1.19. The authority and Metropolitan Council have negotiated and now propose to execute a first amendment to subrecipient agreement with respect to the CMAQ grant (the “first amendment to CMAQ grant agreement”) to implement the construction of the public transit parking tract and to update certain other provisions. 1.20. The authority intends to disburse the proceeds of the CMAQ grant to the developer to provide financing for the CMAQ grant-eligible activities as set forth in the agreement. DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 1.21. Metropolitan Council and the authority entered into a cooperative construction agreement, dated December 15, 2020, as amended by a first amendment to the cooperative construction agreement, dated March 31, 2021 (as heretofore amended, the “original cooperative construction agreement”), which described the responsibilities of Metropolitan Council and the authority with respect to the construction of the public transit parking tract. 1.22. The authority and Metropolitan Council have negotiated and now propose to execute amendment number two to the cooperative construction agreement (the “second amendment to cooperative construction agreement”) to lay out the responsibilities of and to reflect that the authority and the developer will enter into a partnership to cooperatively implement the construction of the public transit parking tract and whereby the authority will delegate the construction of the public transit parking tract to the Sherman development entities. 1.23. The developer expects to receive one or more loans (the “NBC loan”) from National Bank of Commerce, a national banking association (“National Bank of Commerce”), to provide financing for the minimum improvements. In connection with the NBC loan, National Bank of Commerce will require that the developer assign its interests in the TIF notes to National Bank of Commerce. 1.24. The developer also expects to receive one or more loans (the “Bridgewater loan”) from Bridgewater Bank, a Minnesota banking corporation (“Bridgewater Bank”), to provide financing for the market-rate housing component and the mixed-use component. As a condition to providing the Bridgewater loan, Bridgewater Bank will require that the authority subordinate its rights, interests, and liens in the market-rate housing component and the mixed-use component and the property on which such components will be constructed arising under or pursuant to the agreement or the deed of such property to the interests and rights of Bridgewater Bank under the documents executed in connection with the Bridgewater loan. 1.25. The developer previously acquired a portion of the property for the construction of the parking ramp (the “Vision Bank parcel”) from a third party, and the authority financed a portion of the acquisition cost of the Vision Bank parcel pursuant to a loan agreement between the authority and developer, as subsequently amended (the “loan agreement”), pursuant to which the authority loaned $3,100,000 (the “EDA loan”) to the developer to finance such acquisition as evidenced by a promissory note, as subsequently amended(the “note”) and secured by a mortgage, as subsequently amended (the “mortgage”). Section 2. Findings for authority TIF grant and business subsidy. 2.01. The board hereby finds that the mixed-Use component is a qualified project because: (a) the mixed-use component will create and retain jobs in the state; (b) construction on the mixed-use component will commence in 2023 and requires financial assistance to make the project financially feasible. the developer has represented that the mixed-use component would not be economically feasible within DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 the reasonably foreseeable future and would not have commenced construction before December 31, 2025 if the developer does not receive the authority TIF grant; (c) the construction of the mixed-use component would not have commenced before December 31, 2025 without the authority TIF grant and there is a significant need for construction of mixed-use component to commence prior to such date so that the mixed-use component is completed prior to the commencement of service by light rail transit and to provide additional housing options in the city of which there is a significant need; and (d) the available TIF for the mixed-use component will be spent under the spending plan by December 31, 2025. 2.02 The board further finds that the authority TIF grant meets the spending plan goal of providing financial assistance to advance construction of the development is authorized pursuant to the spending plan and Minnesota Statutes, section 469.176, Subd. 4n. 2.03. After a public hearing held by the board on the date hereof, the board hereby determines that the public purposes of the proposed mixed-use component include creating a mixed-use transit oriented development, helping spur development along the light rail, eliminate blight and blighting factors in the city, increasing the tax base in the city, and stimulating construction and construction jobs, and that the creation or retention of jobs is not a goal of the proposed development. Therefore, the wage and job goals may be set at zero in the agreement in accordance with the business subsidy act. Section 3. Approval of documents and conveyance of authority parcels. 3.01. The board approves the third amendment to purchase 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 third amendment to purchase agreement including without limitation quit claim deeds and any documents required by the title company relating to the conveyance of the authority parcels (the “conveyance documents”). The board hereby approves the conveyance of the authority parcels to the beltline developer entities, or an entity affiliated therewith, in accordance with the terms of the third amendment to purchase agreement. Following closing on the conveyance and replatting of the development property, certain rights of way will be owned by the city. 3.02. The board hereby approves the agreement, the first amendment to CMAQ agreement and the second amendment to cooperative construction agreement, including the business subsidy agreement, in substantially the forms 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 agreements (as defined in the agreement) and a release of the mortgage relating to the EDA loan, (collectively, the “assistance documents”). In addition, forms of the following documents related to the NBC loan and the Bridgewater loan are on file with the authority (the “additional lender documents,” and collectively with the conveyance documents DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 and the assistance documents, the “development documents”): (i) an assignment of tax increment financing and subordination agreement between the developer, National Bank of Commerce, and the authority; and (ii) a subordination agreement (development agreement) between the authority and Bridgewater Bank. 3.03. 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. 3.04. 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, including without limitation the issuance of tax increment revenue obligations thereunder when all conditions precedent thereto have been satisfied and reserving funds for the payment thereof in the applicable tax increment accounts. In addition, the board hereby delegates to the executive director the authority to undertake all actions necessary to enter into a partnership with the beltline development entities for the construction of the public transit parking tract as contemplated by the agreement and the cooperative construction agreement including but not limited to approving changes to project scope of work, contract bid documents, construction documents, change orders, or construction change directive under the parking ramp construction contract that may impact the public transit parking tract. DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 Section 4 Issuance, sale, and terms of the TIF notes; pooled TIF; forgiveness of EDA loan. 4.01. The authority hereby authorizes the president and executive director to issue the market-rate housing component TIF note and the mixed-use component TIF note in accordance with the agreement. At the time of consideration of this resolution, the authority, based on advice from its municipal advisor, estimates that the market-rate housing component TIF note will be issued in the estimated maximum principal amount of $5,088,472 and that the mixed-use component TIF note will be issued in the estimated maximum principal amount of $5,751,076 subject to final adjustment by the executive director upon the determination of a final interest rate on the developer’s financing. All capitalized terms in this resolution have the meaning provided in the agreement unless the context requires otherwise. 4.02. The market-rate housing component TIF note shall be issued to the developer in consideration of certain eligible costs incurred by the developer in connection with construction of the market-rate housing component under the agreement. The market-rate housing component TIF note shall be dated the date of delivery thereof, and shall bear interest at the rate set forth therein subject to adjustment upon the determination of the final rate on the developer’s financing, from the date of issue to the earlier of maturity or prepayment. The market-rate housing component TIF note will be issued in the principal amount of public development costs for the market-rate housing component submitted and approved in accordance with section 3.4(b) of the agreement. The market-rate housing component TIF note is secured by market-rate housing component available tax increment, as further described in the form of the market-rate housing component TIF note. The authority hereby delegates to the executive director the authority to determine the date on which the market-rate housing component TIF note is to be delivered, in accordance with the agreement. 4.03. The mixed-use component TIF note shall be issued to the developer in consideration of certain eligible costs incurred by the developer in connection with construction of the mixed-use component under the agreement. The mixed-use component TIF note shall be dated the date of delivery thereof, and shall bear interest at the rate set forth therein subject to adjustment upon the determination of the final rate on the developer’s financing, from the date of issue to the earlier of maturity or prepayment. The mixed-use component TIF note will be issued in the principal amount of public development costs for the mixed-use component submitted and approved in accordance with section 3.4(c) of the agreement. The mixed-use component TIF note is secured by mixed-use component available tax increment, as further described in the form of the mixed-use component TIF note. The authority hereby delegates to the executive director the authority to determine the date on which the mixed-use component TIF note is to be delivered, in accordance with the agreement. The authority hereby appoints the finance director of the city to perform the functions of registrar, transfer agent and paying agent for the TIF notes (the “registrar”). 4.04. The authority hereby authorizes and approves the use of pooled TIF to repay the purchase price note in accordance with the agreement. 4.05. The authority hereby authorizes the forgiveness of the outstanding balance of principal of and interest on the EDA loan and the EDA authorizes the use of pooled TIF to repay the DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 outstanding balance in accordance with an interfund loan resolution adopted on April 1, 2019, as amended on the date hereof. Section 5. Forms of TIF notes. The TIF notes shall be in substantially the form attached as an exhibit to the agreement, with the blanks to be properly filled in, interest rates and the principal amount adjusted as of the date of issue. Section 6. Terms, execution and delivery of TIF note. 6.01. Denomination, payment. The TIF notes shall each be issued as a single typewritten note numbered r-1. The TIF notes shall be issuable only in fully registered form. Principal of and interest on the TIF notes shall be payable by check or draft issued by the registrar described herein. 6.02. Dates; interest payment dates. Principal of and interest on the TIF notes shall be payable in accordance with their terms and the agreement. 6.03. Registration. 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 TIF notes and the registration of transfers and exchanges of the TIF notes. (b) Transfer of TIF notes. The TIF notes may only be transferred as set forth in the agreement and forms of the TIF notes. (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 either of the TIF notes are presented to the registrar for transfer, the registrar may refuse to transfer the same until it is satisfied that the endorsement on the TIF notes 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 notes are at any time registered in the bond register as the absolute owner of such TIF note, whether the applicable 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 applicable 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 applicable TIF note to the extent of the sum or sums so paid. (f) Taxes, fees and charges. For every transfer or exchange of either of the TIF notes, the registrar may impose a charge upon the owner thereof sufficient to reimburse the registrar for DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 any tax, fee, or other governmental charge required to be paid with respect to such transfer or exchange. (g) Mutilated, lost, stolen or destroyed TIF note. In case either of the TIF notes 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 applicable 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 respective 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 respective 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. 6.04. Preparation and delivery. The TIF notes 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 either of the TIF notes shall cease to be such officer before the delivery of the applicable 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 applicable TIF note has been so executed, it shall be delivered by the executive director to the developer thereof in accordance with the agreement. section 7. Security provisions for the TIF notes. 7.01. Pledge. The authority hereby pledges to the payment of the principal of and interest on the market-rate housing component TIF note all market-rate housing component available tax increment as defined in the market-rate housing component TIF note. Market-rate housing component available tax increment shall be applied to payment of the principal of and interest on the market-rate housing component TIF note in accordance with the terms of the form of the market-rate housing component TIF note. The authority hereby pledges to the payment of the principal of and interest on the mixed-use component TIF note all mixed-use component available tax increment as defined in the mixed-use component TIF note. Mixed-use component available tax increment shall be applied to payment of the principal of and interest on the mixed- use component TIF note in accordance with the terms of the form of the mixed-use component TIF note. 7.02. Bond Funds. Until the date the market-rate housing component 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 “market-rate housing bond fund” to be used for no purpose other than the payment of the principal of and interest on the market-rate housing component TIF note. The authority irrevocably agrees to appropriate to the market-rate housing bond fund on or before each payment date the market-rate housing component available tax increment in an amount equal to the payment then due, or the actual market-rate housing component available tax increment, DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 whichever is less. Any market-rate housing component available tax increment remaining in the market-rate housing bond fund shall be transferred to the authority’s account for the TIF district upon the termination of the market-rate housing component TIF note in accordance with its terms. Until the date the mixed-use component 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 “mixed-use bond fund” to be used for no purpose other than the payment of the principal of and interest on the mixed-use component TIF note. The authority irrevocably agrees to appropriate to the mixed-use bond fund on or before each payment date the mixed-use component available tax increment in an amount equal to the payment then due, or the actual mixed-use component available tax increment, whichever is less. Any mixed-use component available tax increment remaining in the mixed-use bond fund shall be transferred to the authority’s account for the TIF district upon the termination of the mixed-use component TIF note in accordance with its terms. Section 8. Certification of proceedings. The officers of the authority are hereby authorized and directed to prepare and furnish to the developer of the TIF notes 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 of the TIF notes 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 9. Effective Date. This resolution shall be effective upon approval. Reviewed for administration: Adopted by the Economic Development Authority July 24, 2023 Karen Barton, executive director Nadia Mohamed, president Attest Melissa Kennedy, secretary DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 Exhibit A Description of Authority parcels The authority parcels consist of the portion of a 6.6-acre site at the southeast corner of CSAH 25 and Beltline Boulevard in the City. Authority parcels are legally described as follows, a portion of which will be replatted as Lots 1, 2,3 and part of Lot 4, Block 1, Beltline Station, according to the recorded plat thereof, Hennepin County, Minnesota: Lots 12, 13, 14, 15, and 16, Block 2; That part of Lots 10, 11, 17 and 18, Block 2, lying South of the Southerly right-of-way line of State Trunk Highway No. 7; All of the vacated alley in Block 2 lying South of the Southerly right-of-way line of State Trunk Highway No. 7; That part of Natchez Avenue vacated, lying east of the West line of the Northwest Quarter of the Northeast Quarter of Section 6, Township 28, Range 24, North of the South line of said Northwest Quarter of the Northeast Quarter, and South of the Southerly right-of-way line of State Trunk Highway No. 7; That part of West 32nd Street, vacated, lying between the extensions across it of the East line of Lot 14 and the West line of Lot 15, Block 2; All in "Oakenwald Addition St. Louis Park," Hennepin County, Minnesota; That part of vacated Monterey Avenue (formerly Oakenwald Avenue as shown on the plat of "OAKENWALD ADDITION ST. LOUIS PARK," lying North of the South line of the Northwest Quarter of the Northeast Quarter, Section 6, Township 28, Range 24 and south of the Easterly extension of the North line of Lot 10, Block 2, "OAKENWALD ADDITION ST. LOUIS PARK". AND That part of the Southwest Quarter of the Northeast Quarter, Section 6, Township 28, Range 24, Hennepin County, Minnesota described as beginning at the Northwest corner of said Southwest Quarter of the Northeast Quarter; thence South along the West line thereof 288.7 feet; thence East to a point on the Northerly right-of-way line of the Minneapolis and St. Louis Railway Company, distant 46 feet from the intersection of said right-of-way line with the West line of said Southwest Quarter of the Northeast Quarter as measured along said right-of-way line; thence Northeasterly along said Northerly right-of-way line to its intersection with the extension South of the East line of Monterey Avenue; thence North along the extension of the East line of Monterey Avenue to the North line of said Southwest Quarter of the Northeast Quarter; thence West along said North line to the point of beginning. Lot 17, Block 1, “Lewiston Park, Hennepin Co. Minn.” And DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 Lot 1, 2, 3, 4, 13, 14, 15 and 16, Block 1, “Lewiston Park, Hennepin Co. Minn.”, except that part of said Lots described as follows: Commencing at the Southeast corner of said Lot 4; thence Westerly along the South line of said Lot 4, a distance of 6.00 feet to the point of beginning of the tract of land to be described; thence North 00 degrees 19 minutes 53 seconds East, assumed bearing, parallel with the East line of Lots 5 and 6, said Block 1, a distance of 114.27 feet; thence Northwesterly along a tangential curve to the left having a radius of 15.00 feet and a central angle of 61 degrees 46 minutes 23 seconds, a distance of 16.17 feet; thence North 61 degrees 26 minutes 30 seconds West, tangent to said curve, a distance of 40.60 feet; thence Westerly along a tangential curve to the left, having a radius of 24.00 feet and a central angle of 76 degrees 35 minutes 00 seconds, a distance of 32.08 feet; thence Southwesterly along a reverse curve to the right, having a radius of 361.58 feet and a central angle of 26 degrees 53 minutes 32 seconds, a distance 169.71 feet; thence South 43 degrees 00 minutes 19 seconds, West, not tangent to said curve, a distance of 71.07 feet to the intersection with a line distant 46.00 feet Easterly of as measured at a right angle to and parallel with hereinafter described “Line A”; thence Southerly along said parallel line, a distance of 26.00 feet to the South line of said Lot 13; thence Easterly along said South line and the easterly extension thereof, a distance of 128.10 feet to the centerline of alley; thence Northerly along the centerline of said Alley, a distance of 32.65 feet to the intersection with the westerly extension of the South line of said Lot 4; thence Easterly along said Westerly extension and along the South line of said Lot 4, a distance of 130.61 feet to the point of beginning. Said “Line A” is described as follows: Commencing at the most Southerly corner of Lot 1, Block 1 BELT LINE INDUSTRIAL PARK 2ND ADDITION, thence South 59 degrees 15 minutes 24 seconds East of an assumed bearing along the Southeasterly extension of the Southwesterly line of said Lot 1 a distance of 40.00 feet to the point of beginning of said line; thence North 30 degrees 44 minutes 36 seconds East 112.38 feet; thence Northerly 768.57 feet along a tangential curve concave to the West having a radius of 785.30 feet and a central angle of 56 degrees 04 minutes 30 seconds; thence North 25 degrees 19 minutes 54 seconds West, tangent to last described curve 180.04 feet; thence Northerly 589.17 feet along a tangential curve concave to the East having a radius of 1268.10 feet a central angle of 26 degrees 37 minutes 12 seconds, said line there terminating. AND That part of West 32nd Street, vacated, lying southerly of the centerline thereof, westerly of the northerly extension of the east line of Lot 1, Block 1, Lewiston Park, and easterly of a line described as follows: Commencing at the north quarter corner of Section 6, Township 28, Range 24; thence South 00 degrees 26 minutes 06 seconds West, assumed bearing along the north-south quarter line of said Section 6, a distance of 1092.89 feet; thence South 73 degrees 14 minutes 47 seconds West 10.28 feet; thence southwesterly 220.70 feet along a non-tangential curve concave to the northwest having a radius of 5802.14 feet, a central angle of 02 degrees 10 minutes 46 seconds, and a chord bearing of South 70 degrees 30 minutes 32 seconds West; thence South 67 degrees 02 minutes 58 seconds West, not tangent to said curve, 65.29 feet to the point of beginning of the line to be described; thence South 00 degrees 20 minutes 22 seconds East 298.91 feet, and said line there terminating. That part of Natchez Avenue, vacated, lying southerly of the centerline of West 32nd Street, northerly of the south line of Lot 4, Block 1, Lewiston Park, extended easterly, and west of the West line of the Southwest Quarter of the Northeast Quarter of Section 6, Township 28, Range 24. AND DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 That part of the vacated Alley in Block 1, Lewiston Park, lying southerly of West 32nd Street and northerly of Lot 1, Block 1, BROOKS MCCRACKEN INDUSTRIAL PARK. Torrens Property - Certificate Title No. 697371 Lots 12, 13, 14, 15 and 16, Block 2, “Mazey & Langan’s Addition To St. Louis Park,” Hennepin County, Minnesota. That part of Natchez Avenue, vacated, as dedicated in the plat “Mazey & Langan’s Addition To St. Louis Park”, lying northerly of the centerline of West 32nd Street, southerly of a line described as follows: Commencing at the north quarter corner of Section 6, Township 28, Range 24; thence South 00 degrees 26 minutes 06 seconds West, assumed bearing along the north-south quarter line of said Section 6, a distance of 1092.89 feet to the point of beginning of the line to be described; thence South 73 degrees 14 minutes 47 seconds West 10.28 feet; thence southwesterly 220.70 feet along a non-tangential curve concave to the northwest, having a radius of 5802.14 feet, a central angle of 02 degrees 10 minutes 46 seconds and a chord bearing of South 70 degrees 30 minutes 32 seconds West, and said line there terminating; and west of the West line of the Northwest Quarter of the Northeast Quarter of Section 6, Township 28, Range 24. That part of West 32nd Street, vacated, as dedicated in the plat “Mazey & Langan’s Addition To St. Louis Park”, that lies westerly of the southerly extension of the east line of Lot 14 in said plat, and easterly of the following described line: Commencing at the north quarter corner of Section 6, Township 28, Range 24; thence South 00 degrees 26 minutes 06 seconds West, assumed bearing along the north-south quarter line of said Section 6, a distance of 1092.89 feet; thence South 73 degrees 14 minutes 47 seconds West 10.28 feet; thence southwesterly 220.70 feet along a non-tangential curve concave to the northwest, having a radius of 5802.14 feet, a central angle of 02 degrees 10 minutes 46 seconds and a chord bearing of South 70 degrees 30 minutes 32 seconds West; thence South 67 degrees 02 minutes 58 seconds West, not tangent to said curve, 65.29 feet to the point of beginning of the line to be described; thence South 00 degrees 20 minutes 22 seconds East 298.91 feet, and said line there terminating. That part of the vacated alley in Block 2 of “Mazey & Langan’s Addition To St. Louis Park”, lying northerly of West 32nd Street and Southerly of a line described as follows: Commencing at the north quarter corner of Section 6, Township 28, Range 24; thence South 00 degrees 26 minutes 06 seconds West, assumed bearing along the north-south quarter line of said Section 6, a distance of 1092.89 feet to the point of beginning of the line to be described; thence South 73 degrees 14 minutes 47 seconds West 10.28 feet; thence southwesterly 220.70 feet along a non-tangential curve concave to the northwest, having a radius of 5802.14 feet, a central angle of 02 degrees 10 minutes 46 seconds and a chord bearing of South 70 degrees 30 minutes 32 seconds West, and said line there terminating. Torrens Property – Certificate of Possessory Title No. 1551814. The east 37 feet of Lot 4, Block 1, DALQUIST INDUSTRIAL PARK, according to the recorded plat thereof, Hennepin County, Minnesota, as measured at a right angle to and parallel with the East line of said Lot 4. Torrens Property – Certificate of Possessory Title No. 1546511. Lots 9 and 19, Block 2; Those parts of Lots 10, 11, 17, 18, Block 2, lying north of the southerly right-of-way line of State Trunk Highway No. 7; DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561 That part of Natchez Avenue vacated, lying east of the West line of the Northwest Quarter of the Northeast Quarter of Section 6, Township 28, Range 24, north of the southerly right-of-way line of State Trunk Highway No. 7, and southerly of a line hereinafter referred to as Line 1; That part of the vacated alley in Block 2 lying north of the southerly right-of-way line of State Trunk Highway No. 7, and southerly of the aforementioned Line 1. All in “OAKENWALD ADDITION ST. LOUIS PARK”. Line 1 is described as commencing at the north quarter corner of Section 6, Township 28, Range 24; thence South 00 degrees 26 minutes 06 seconds West, assumed bearing along the north-south quarter line of said Section 6, a distance of 1092.89 feet to the point of beginning; thence North 73 degrees 14 minutes 47 seconds East 51.97 feet; thence northeasterly 174.11 feet along a non-tangential curve concave to the northwest, having a radius of 5790.08 feet, a central angle of 01 degrees 43 minutes 22 seconds, and a chord bearing of North 67 degrees 56 minutes 18 seconds East, and said line there terminating. Torrens Property – Certificate of Possessory Title No. 1553644. DocuSign Envelope ID: 13B970A5-CB63-4622-844F-AABE339BF561