HomeMy WebLinkAbout25-08 - ADMIN Resolution - Economic Development Authority - 2025/02/18
EDA Resolution No. 25-08
Approving contract for private development and awarding the sale
of, and providing the form, terms, covenants and directions for the
issuance of a tax increment revenue note to Terasă, LLC; 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; approval and authorization; award of sale.
1.01. Subject to approval by the city council of the City of St. Louis Park, Minnesota (the
“city’), the Authority has approved the establishment of the Terasă Tax Increment Financing
District (the “TIF district”), a housing 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. To facilitate the development of certain property within the project and TIF district,
the authority, the city, and Terasă, LLC, a Minnesota limited liability company (the “owner”),
have negotiated a contract for private development (the “agreement”) which provides for the
construction by the owner of a 220,580 to 245,099 square foot building including 200-223 units
of multifamily rental housing and 18,601 to 20,668 square feet of retail space (the “minimum
improvements”) on certain property legally described therein (the “development property”),
the issuance by the authority of a tax increment revenue note (the “TIF note”) to the owner, and
the loan of proceeds of funds from the city’s Affordable Housing Trust Fund in the principal
amount not to exceed $1,000,000 (the “city AHFT loan”) to the owner.
Section 2. The Agreement and Related Documents.
2.01. Subject to approval of the TIF district and the agreement by the city council, the
board hereby approves the 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
agreement including without limitation the Declaration of Restrictive Covenants (as defined in
the agreement) (the “development documents”).
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 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 form 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
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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.
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 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.
Section 3. Issuance, Sale, and Terms of the TIF note.
3.01. The authority hereby authorizes the president and executive director to issue the
TIF note in accordance with the agreement. All capitalized terms in this resolution have the
meaning provided in the agreement unless the context requires otherwise.
3.02. The TIF note shall be issued to the owner in the maximum aggregate principal
amount of $5,540,000 in consideration of certain eligible costs incurred by the owner in
connection with construction of the minimum improvements under the agreement. The TIF note
shall be dated the date of delivery thereof and shall bear interest at the lesser of the rate of 7.00%
per annum or the actual interest rate of the owner’s permanent mortgage financing, from the date
of issue to the earlier of maturity or prepayment. The TIF note will be issued and approved in
accordance with Section 3.3 of the agreement. The TIF note is secured by available tax increment,
as further described in the agreement. The authority hereby delegates to the executive director
the determination of the date on which the TIF note is to be delivered, in accordance with the
agreement.
Section 4. Form of TIF note. The TIF note shall be in substantially the form attached as
an exhibit to the agreement, with the blanks to be properly filled in and the principal amount
adjusted as of the date of issue.
Section 5. Terms, execution and delivery.
5.01. Denomination, payment. The TIF note shall be issued as a single typewritten note
numbered R-1.
The TIF note shall be issuable only in fully registered form. Principal of and interest on the
TIF note shall be payable by check or draft issued by the registrar described herein.
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5.02. Dates; Interest payment dates. Principal of and interest on the TIF 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.
5.03. Registration. The authority hereby appoints the finance director 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 TIF note and the registration of transfers and
exchanges of the TIF note.
(b) Cancellation. The TIF note surrendered upon any transfer shall be promptly
cancelled by the registrar and thereafter disposed of as directed by the authority.
(c) Improper or unauthorized transfer. When the TIF note is presented to the registrar
for transfer, the registrar may refuse to transfer the same until it is satisfied that the endorsement
on the TIF 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.
(d) Persons deemed owners. The authority and the registrar may treat the person in
whose name the TIF note is at any time registered in the bond register as the absolute owner of
such TIF note, whether the 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 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 TIF note to the extent of
the sum or sums so paid.
(e) Taxes, fees and charges. For every transfer or exchange of the TIF 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.
(f) Mutilated, lost, stolen or destroyed TIF note. In case the TIF note shall become
mutilated or be lost, stolen, or destroyed, the registrar shall deliver a new TIF note of like amount,
maturity date and tenor in exchange and substitution for and upon cancellation of such mutilated
TIF note or in lieu of and in substitution for the 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 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 TIF note has
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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.
5.04. Preparation and delivery. The TIF note shall be prepared under the direction of the
finance director 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 TIF note
shall cease to be such officer before the delivery of the 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 TIF note has been so executed, it shall be delivered by the executive director
to the owner thereof in accordance with the agreement.
Section 6. Security Provisions.
6.01. Pledge. The authority hereby pledges to the payment of the principal of and
interest on the TIF note all available tax increment as defined in the agreement. Available tax
increment shall be applied to payment of the principal of and interest on the TIF note in
accordance with the terms of the form of TIF note and the agreement.
6.02. Bond Fund. Until the date the 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 “bond fund” to be used for no purpose
other than the payment of the principal of and interest on the TIF 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 TIF note in accordance with
its terms.
Section 7. Certification of proceedings. The officers of the authority are hereby
authorized and directed to prepare and furnish to the owner of the TIF 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 of the TIF 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 8. Effective date. This resolution shall be effective upon approval.
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Reviewed for administration: Adopted by the Economic Development
Authority February 18, 2025:
Karen Barton, executive director Sue Budd, president
Attest
Melissa Kennedy, secretary
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