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HomeMy WebLinkAbout24-18 - ADMIN Resolution - Economic Development Authority - 2024/11/04 EDA Resolution No. 24-18 Approving assignment of preliminary development agreement 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. (a) The authority and Greater Metropolitan Housing Corporation, a Minnesota nonprofit corporation (the “GMHC”), entered into a preliminary development agreement dated July 6, 2021, as amended by the first amendment to preliminary development and the second amendment to preliminary development agreement (together, the “agreement”), pursuant to which the developer proposed to acquire the property and to develop approximately eight twin home units for low to moderate income individuals thereon (the “development”). (b) GMHC and Dayton’s Bluff Neighborhood Housing Services, a Minnesota nonprofit corporation (the “developer”) have reached an agreement whereby GMHC shall be merged with and into the developer. (c) GMHC has requested that the authority execute and deliver a consent to merger (the “consent”) consenting to its merger with the developer and the assignment of the agreement to the developer. (d) The board has reviewed the consent 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. Section 2. Approval of documents. (a) The board approves the consent 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 first 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. Docusign Envelope ID: 6F96B4FE-A032-4CCC-A79E-AEB3C7F3114F 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. Section 3. Effective date. This resolution shall be effective upon approval. Reviewed for administration: Adopted by the Economic Development Authority November 4, 2024: Karen Barton, executive director Lynette Dumalag, president Attest: Melissa Kennedy, secretary Docusign Envelope ID: 6F96B4FE-A032-4CCC-A79E-AEB3C7F3114F CONSENT TO MERGER WHEREAS: A. Greater Metropolitan Housing Corporation, a Minnesota nonprofit corporation (“GMHC”) and St. Louis Park Economic Development Authority, a political subdivision of the State of Minnesota (the “authority”) are parties to that certain Preliminary Development Agreement, designated as “EDA Contract No. 05-21,” and dated July, 6, 2021, as amended February 21, 2023 and May 6, 2024 (the “PDA”), which relates to the development of certain property located in the City of St. Louis Park. B. GMHC and Dayton’s Bluff Neighborhood Housing Services, a Minnesota nonprofit corporation (“DBNHS”) have reached an agreement whereby GMHC shall be merged with and into DBNHS, and DBNHS shall succeed, insofar as permitted by law, to all of the rights, assets, liabilities and obligations of GMHC. DBNHS shall be the surviving corporation after the merger. The effective date of the merger is anticipated to occur on or about December 31, 2024. C. GMHC desires to request the Authority’s consent to its merger with DBNHS. CONSENT: 1. The authority’s consent. The Authority hereby consents to the merger of GMHC with and into DBNHS, and to the extent such merger is considered an assignment or transfer of the PDA, the Authority hereby consents to such assignment or transfer. 2. Continuing Effect. All amounts, terms, provisions, conditions and covenants of the PDA shall remain unchanged and in full force and effect, and the PDA is in all respect confirmed, ratified, and approved on the date hereof, and is acknowledged to be in full force and effect. IN WITNESS WHEREOF, the undersigned has executed this Consent to Merger as of the date written below. St. Louis Park Economic Development Authority By Its Executive Director Date By Its President Date Docusign Envelope ID: 6F96B4FE-A032-4CCC-A79E-AEB3C7F3114F 11/5/2024 11/19/2024