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HomeMy WebLinkAbout15-25 - ADMIN Resolution - Economic Development Authority - 2015/11/02ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. 15-25 RESOLUTION APPROVING AN ASSIGNMENT OF PAYMENTS UNDER TAX INCREMENT REVENUE NOTE AND AN ASSIGNMENT AND SUBORDINATION OF DEVELOPMENT CONTRACT BE IT RESOLVED By the Board of Commissioners ('Board") of the St. Louis Park Economic Development Authority ("Authority") as follows: Section 1. Recitals. 1.01. The Authority has entered into a Contract for Private Redevelopment, dated August 17, 2015, as amended (the "Development Contract'), with Shoreham Apartments LLC, a Delaware limited liability company (the "Redeveloper"), pursuant to which the Redeveloper agreed to construct an approximately 148 -unit multifamily rental housing development and functionally related facilities with approximately 20,000 square feet of commercial space and approximately 202 parking spaces (the "Project') on land located in the City of St. Louis Park, Minnesota (the "City"). 1.02. Under the Development Contract, the Authority has agreed to issue a Tax Increment Revenue Note (the "TIF Note") to the Redeveloper to finance the development of the Project after evidence of qualified costs is provided by the Redeveloper. 1.03. In order to make the construction of the Project feasible, the City has agreed to issue its (i) Multifamily Housing Revenue Bonds (The Shoreham Project), Series 2015A (the "Series 2015A Bonds"), in the approximate aggregate principal amount of $34,500,000; (ii) Variable Rate Demand Multifamily Housing Revenue Bonds (The Shoreham Project), Series 201513 (the "Series 2015B Bonds"), in the approximate aggregate principal amount of $3,700,000; and (iii) Taxable Variable Rate Demand Multifamily Housing Revenue Bonds (The Shoreham Project), Series 2015C (the "Series 2015C Bonds," and collectively with the Series 2015A Bonds and the Series 2015B Bonds, the "Bonds"), in the approximate aggregate principal amount of $500,000. 1.04. The City will loan the proceeds of the Series 2015A Bonds to the Redeveloper pursuant to a Loan Agreement, dated as of November 1, 2015 (the "Series 2015A Loan Agreement'), between the City and the Redeveloper. Pursuant to an Assignment of Loan Agreement, dated as of November 1, 2015 (the "Series 2015A Assignment of Loan Agreement'), between the City and the Senior Lender, the City will assign and transfer to TCF Investments Management, Inc., a Minnesota corporation (the "Senior Lender"), its right, title, and interest in and to the Series 2015A Loan Agreement, except for certain reserved rights referred to in the Series 2015A Loan Agreement. The Senior Lender has agreed to purchase the Series 2015A Bonds pursuant to a Bond Purchase Agreement, dated the date of issuance of the Series 2015A Bonds (the "Series 2015A Bond Purchase Agreement'), between the Redeveloper, the Senior Lender, and TCF National Bank, a national banking association (the "Servicer"). 1.05. The City will loan the proceeds of the Series 2015B Bonds and the Series 2015C Bonds (together, the "Series 2105BC Bonds") to the Redeveloper pursuant to a Loan Agreement, dated as of November 1, 2015 (the "Series 2015BC Loan Agreement'), between the City and the Redeveloper. EDA Resolution No. 15-25 2 1.06. To secure the Redeveloper's obligations under the Series 2015A Loan Agreement, the Redeveloper will execute and deliver to the City a Combination Mortgage, Security Agreement and Fixture Financing Statement, dated the date of issuance of the Series 2015A Bonds (the "Series 2015A Mortgage"), and an Assignment of Leases and Rents, dated the date of issuance of the Series 20145 Bonds (the "Series 2015A Assignment of Leases and Rents"), both of which the City has agreed to assign to the Senior Lender pursuant to an Assignment of Combination Mortgage, Security Agreement and Fixture Financing Statement and of Assignment of Leases and Rents, dated the date of issuance of the Series 2015A Bonds (the "Assignment of Series 2015A Mortgage"). 1.07. The Bank has agreed to issue an Irrevocable Letter of Credit to secure the Series 2015BC Bonds, dated the date of issuance of the Series 2015BC Bonds (the "Series 2015BC Letter of Credit"), pursuant to a Reimbursement Agreement, dated the date of issuance of the Series 2015BC Bonds (the "Series 2015BC Reimbursement Agreement"), between the Redeveloper and the Bank. 1.08. There has been presented to this Board an Assignment and Subordination of Development Contract (the "Assignment and Subordination of Development Contract"), proposed to be entered into by the Authority, the Redeveloper, and the Senior Lender, pursuant to which (i) the Redeveloper will assign all of its rights under the Development Contract to the Lender under the Series 2015A Bonds, the Series 2015A Loan Agreement, the Series 2015A Assignment of Loan Agreement, the Series 2015A Bond Purchase Agreement, the Series 2015A Mortgage, the Series 2015A Assignment of Leases and Rents, and the Assignment of Series 2015A Mortgage (collectively, the "Series 2015A Loan Documents"); (ii) certain rights of the Authority under the Development Contract will be subordinated to the Series 2015A Mortgage and the Series 2015A Assignment of Leases and Rents; and (iii) the Authority subordinates its rights under the Development Contract and the other Series 2015A Loan Documents to the Senior Lender, except as specifically set forth in the Assignment and Subordination of Development Contract. 1.09. There has been presented to this Board an Assignment of Payments under Tax Increment Revenue Note (the "Assignment of TIF Note"), proposed to be made by the Redeveloper for the benefit of the Bank, pursuant to which the Redeveloper will assign its right and interest under the TIF Note to the Bank in order to secure its obligations with respect to the Series 2015BC Bonds. 1.10. The Board has reviewed the Assignment and Subordination of Development Contract and the Assignment of TIF Note and finds that the approval and execution thereof are in the best interest of the City and its residents. Section 2. Authority Approval; Other Proceedings. 2.01. The Assignment and Subordination of Development Contract and the Assignment of TIF Note as presented to the Board are hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved by the President and Executive Director, provided that execution of the Assignment and Subordination of Development Contract and the Assignment of TIF Note by such officials shall be conclusive evidence of approval. 2.02. The President and Executive Director are hereby authorized to execute on behalf of the Authority the Assignment and Subordination of Development Contract and the Assignment of TIF Note and any other documents requiring execution by the Authority in order to carry out the EDA Resolution No. 15-25 3 transaction described in the Assignment and Subordination of Development Contract and the Assignment of TIF Note. 2.03. Authority staff and consultants are authorized to take any actions necessary to carry intent of this resolution. Administration: Adopted by the Economic Development Authority November 2, 2015 President