HomeMy WebLinkAbout23-32 - ADMIN Resolution - Economic Development Authority - 2023/12/18
EDA Resolution No. 23-32
Resolution approving an eighth amendment to a certain purchase
and redevelopment contract and related documents
Whereas, the St. Louis Park Economic Development Authority (the “authority") and the
City of St. Louis Park (the “city”) have heretofore approved the establishment of the
Wooddale Station 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; and
Whereas, to facilitate the redevelopment of certain property within the project and TIF
district, the authority and PLACE E-Generation One LLC, a Delaware limited liability company
(the “original redeveloper"), previously negotiated a purchase and redevelopment contract
(as subsequently amended seven times, the “original agreement"), which provides for the
conveyance of certain property (the “property") to the original redeveloper, the construction by
the original redeveloper of a mixed-use, mixed-income, transit-oriented development, including
rental housing, and associated parking on the property (the “minimum improvements"), and the
issuance of a tax increment revenue note (the "note") to the original redeveloper; and
Whereas, in order to finance the construction of the minimum improvements, at the
request of the original redeveloper, the city issued its Housing Revenue Bonds (Place Via Sol
Project), Series 2018 (Green Bonds) (the “bonds") and loaned the proceeds of the bonds to the
original redeveloper under a certain loan agreement. The original redeveloper's obligations
with respect to such loan agreement are secured by a senior lien on the minimum
improvements (the “senior mortgage"); and
Whereas, the original redeveloper failed to complete certain components of the
minimum improvements and was in default under the provisions of the original agreement. In
addition, the original redeveloper defaulted on the senior mortgage, and on October 22, 2022,
the Hennepin County, Minnesota District Court, Fourth Judicial District (the “court")
appointed Maxwell Bay Advisors, LLC, a Minnesota limited liability company, as receiver (the
“receiver") for the assets of the original redeveloper; and
Whereas, the receiver marketed the minimum improvements for sale and selected
Bigos-Via Sol, a Minnesota limited liability company (the “redeveloper"), as the purchaser of
the minimum improvements and the redeveloper desires to make certain changes to the
minimum improvements. The authority and the redeveloper have negotiated an eighth
amendment to the agreement (the "eighth amendment" and together the original agreement,
the "amended agreement"), revising, among other things, the definition of minimum
improvements, providing for an amended and restated declaration relating to the minimum
improvements, and the terms and conditions of issuance of the note; and
Whereas, pursuant to an assignment and assumption of purchase and redevelopment
contract, between the receiver and the redeveloper (the "assignment"), the receiver will convey
the minimum improvements to the redeveloper and the redeveloper will assume all rights,
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title, interest, duties and obligations in, to, and under the original agreement, the note and
that certain declaration or restrictive covenants associated therewith.
Whereas, the board has reviewed the eighth amendment and finds that the execution
thereof and performance of the authority's obligations thereunder are in the best interest of
the city and its residents. Further, the board has reviewed the assignment and finds that their
consent thereto is in the best interest of the city and its residents.
Now therefore be it resolved by the board of commissioners of the St. Louis Park
Economic Development Authority as follows:
1. Approval of Documents.
(a) Contingent upon closing on the sale of the minimum improvements by the
redeveloper and the receiver, the board approves the eighth amendment and the assignment
in substantially the forms presented to the board, together with any related documents
necessary in connection therewith, including without limitation a termination of a
construction easement on property, a termination of the existing declaration of restrictive
covenants and first amendment thereto, the amended and restated declaration of restrictive
covenants, and all other documents, exhibits, certifications, or consents referenced in or
attached to the eighth amendment (the "documents").
(b) 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 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 documents shall
be in substantially the form on file with the authority and the approval hereby given to the
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 documents shall not be effective until the date
of execution thereof as provided herein.
(c) 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 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 documents.
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Section 2. Issuance, sale, and form of the note.
(a) The authority hereby authorizes the president and the executive director to
issue the note in accordance with the amended agreement.
(b) The note shall be issued in the amount set forth in the amended
agreement to the redeveloper in consideration of certain eligible costs incurred by the
original redeveloper under the amended agreement, shall be dated the date of delivery
thereof, and shall bear interest at the rate of 5.0% per annum from the date of issue to
the earlier of maturity or prepayment. The note will be issued in accordance with section
3.8(b) of the agreement. The note shall be secured by available tax increment, as further
described in the form of the note attached as exhibit A to the eighth amendment. The
authority hereby delegates to the executive director the determination of the date on
which the note is to be delivered and the final amount of the TIF Note, in accordance with
the amended agreement.
(c) The note shall be in substantially the form attached to the eighth amendment
as exhibit A, 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 of the note.
(a) Denomination, payment. The note shall be issued as a single typewritten
note numbered R-1. 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.
(b) 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.
(c) Registration. The authority hereby appoints the chief financial officer 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:
(1) 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.
(2) Transfer of note. Upon surrender for transfer of a 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, and
consent to such transfer by the authority if required pursuant to the amended
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agreement, 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.
(3) Cancellation. The note surrendered upon any transfer shall be
promptly cancelled by the registrar and thereafter disposed of as directed by the
authority.
(4) Improper or unauthorized transfer. When the 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.
(5) Persons deemed owners. The authority and the registrar may treat
the person in whose name a 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.
(6) Taxes, fees and charges. For every transfer or exchange of a 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.
(7) 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.
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(d) Preparation and delivery. The note 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 a
note shall cease to be such officer before the delivery of such 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 a note has been so executed, it shall be delivered by the
executive director to the owner thereof in accordance with the amended agreement.
Section 4. Security provision: 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. Available tax increment shall be applied to payment of the principal of and
interest on the note in accordance with the terms of the form of note set forth in Section
3(c) of this resolution.
Section 5. 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
such 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.
Reviewed for administration Adopted by the Economic Development
Authority December 18, 2023
Karen Barton, executive director Nadia Mohamed, president
Attest:
Melissa Kennedy, secretary
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