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HomeMy WebLinkAbout18-17 - ADMIN Resolution - Economic Development Authority - 2018/11/05St. Louis Park Economic Development Authority EDA Resolution No. 18-17 Resolution approving a Fourth Amendment to Purchase and Redevelopment Contract ratifying approval of the conveyance of real property, and ratifying approval of the sale of and amending the form, terms, covenants, and directions for the issuance of its tax increment revenue notes to PLACE E -Generation One LLC 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. Recitals. (a) The Authority and the City of St. Louis Park 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. (b) To facilitate the redevelopment of certain property within the Project and TIF District, the Authority and PLACE E -Generation One LLC (the "Owner") have previously negotiated a Purchase and Redevelopment Contract (as subsequently amended, the "Agreement") which provides for the conveyance of certain property described in Exhibit A hereto (the "Property") to the Owner, the construction by the Owner of a mixed-use, mixed -income, transit -oriented development, including rental housing, and associated parking on the Property, and the issuance of the Authority's Tax Increment Revenue Note (the "Note") to the Owner; which Agreement was approved on May 1, 2017. (c) In order to allow the Owner adequate time to address challenging market conditions and obtain financing for construction of the Minimum Improvements, the Owner has requested and the Authority has consented to three prior amendments of the Agreement, extending the dates for closing of the Property and amending various other provisions. (d) The Owner has requested an additional extension of the dates for closing on the Property, and the parties have negotiated a Fourth Amendment to the Agreement (the "Fourth Amendment") in the form presented to the Board. (f) In order to extend the timeline for construction on the Redevelopment Property as provided in the Declaration of Restrictive Covenants (the "Declaration") recorded against the Redevelopment Property in conjunction with the Agreement, the parties have also proposed execution and recording of a First Amendment to Declaration in the form presented to the Board. EDA Resolution No. 18-17 (e) The Board has reviewed the Fourth Amendment and the First Amendment to Declaration and finds that the execution thereof and performance of the Authority's obligations thereunder, including extension of the dates of conveyance of the Property to the Redeveloper, are in the best interest of the City and its residents. 1.02. Approval of Documents. (a) The Fourth Amendment as presented to the Board, including the provisions for the conveyance of the Property, is 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 Fourth Amendment by such officials shall be conclusive evidence of approval. (b) Authority staff and officials are authorized to take all actions necessary to perform the Authority's obligations under the Agreement as amended, including without limitation execution of any documents to which the Authority is a party referenced in or attached to the Agreement (including without limitation the First Amendment to Declaration), and any deed or other documents necessary to convey the Property to Redeveloper, all as described in the Agreement as amended by the Fourth Amendment. 1.03. Ratification and Amendment of Authorization of Note. (a) Pursuant to Minnesota Statutes, Section 469.178, the Authority is authorized to issue and sell its bonds for the purpose of financing a portion of the public development costs of the Project. Such bonds are payable from all or any portion of revenues derived from the TIF District and pledged to the payment of the bonds. The Authority previously authorized the issuance and sale of the Note to the Owner for the purpose of financing certain Public Redevelopment Costs of the Project, subject to all terms and conditions of the Agreement. (b) The Authority hereby ratifies authorization of the issuance and sale of the Note, subject to the terms described hereafter. 1.04. Issuance, Sale, and Terms of the Note. (a) The Authority hereby authorizes the President and Executive Director to issue one or more Notes in accordance with the Agreement, as amended. All capitalized terms in this resolution have the meaning provided in the Agreement unless the context requires otherwise. (b) The Note shall be issued in the maximum aggregate principal amount of $5,660,000 to the Owner in consideration of certain eligible costs incurred by the Owner under the 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 the principal amount of Public Redevelopment Costs submitted and approved in accordance with Section 3.8 of the Agreement, provided that if the Owner requests separate Notes in consideration of eligible costs related to the North Components and South Components, the Note issued in connection with the North Components shall be issued in a maximum principal amount of $3,377,236, and the Note issued in connection with the South Components shall be issued in a maximum principal amount of $2,282,764. The Note or Notes shall be secured by EDA Resolution No. 18-17 Available Tax Increment, as further described in the form of the Note herein. The Authority hereby delegates to the Executive Director the determination of the date on which the Note or Notes are to be delivered, in accordance with the Agreement. Section 2. Form of Note. The Note or Notes shall be in substantially the form attached hereto as Exhibit B, 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. 3.01. Denomination, Payment. The Note or Notes shall be issued as a single typewritten note numbered R-1. The Note or Notes shall be issuable only in fully registered form. Principal of and interest on the Note or Notes shall be payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Payment Dates. Principal of and interest on the Note or Notes 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. 3.03. 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: (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 Note or Notes and the registration of transfers and exchanges of the Note or Notes. (b) 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, 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. (c) Cancellation. The 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 a 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. EDA Resolution No. 18-17 4 (e) 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 owners 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. (f) 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. (g) 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. 3.04. Preparation and Delivery. The Note or 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 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 Agreement. Section 4. Security Provisions. 4.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the Note or Notes 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 or Notes in accordance with the terms of the form of Note set forth in Section 2 of this resolution. 4.02. Bond Fund. Until the date any 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 Note or Notes. 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, EDA Resolution No. 18-17 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 any Note in accordance with its terms. 4.03. Additional Obligations. The Authority will issue no other obligations secured in whole or in part by Available Tax Increment unless such pledge is on a subordinate basis to the pledge on the Note secured by such Available Tax Increment. Section S. Certification of Proceedings, The officers of the Authority are hereby authorized and directed to prepare and furnish to the Owner of any 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. Reviewbd for Administration: Executive Adopted by the Economic Development EDA Resolution No. 18-17 EXHIBIT A PROPERTY North Parcels: Lot 1, Blocks 1 and 2, PLACE, according to the recorded plat thereof, Hennepin County, Minnesota. South Parcels: Lot 1, Block 3, PLACE, according to the recorded plat thereof, Hennepin County, Minnesota. EDA Resolution No. 18-17 7 EXHIBIT B FORM OF NOTE UNITED STATE OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY ►WINW. TAX INCREMENT REVENUE NOTE SERIES 20_ (_Components, PLACE) Rate 5.0 Date of Original Issue The St. Louis Park Economic Development Authority (the "Authority") for value received, certifies that it is indebted and hereby promises to pay to PLACE E -Generation One LLC, or registered assigns (the "Owner"), the principal sum of $ and to pay interest thereon at the rate of 5.0% per annum, solely from the sources and to the extent set forth herein. Capitalized terms shall have the meanings provided in the Purchase and Redevelopment Contract between the Authority and the Owner, dated May 1, 2017, as amended (the "Agreement"), unless the context requires otherwise. 1. Payments. Principal and interest ("Payments") shall be paid on August 1, 2021 and each February 1 and August 1 thereafter to and including February 1, 2036 (the "Payment Dates") in the amounts and from the sources set forth in Section 3 herein. Payments shall be applied first to accrued interest, and then to unpaid principal. Interest accruing from the date of issue through and including February 1, 2021 shall be compounded semiannually on February 1 and August 1 of each year and added to principal. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon thirty (30) days' written notice to the Authority. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest at the rate stated herein shall accrue on the unpaid principal, commencing on the date of original issue. Interest shall be computed on the basis of a year of 360 days and charged for actual days principal is unpaid. EDA Resolution No. 18-17 3. Available Tax Increment. (a) Payments on this Note are payable on each Payment Date solely from and in the amount of Available Tax Increment, which shall mean ninety-five percent (95%) of the Tax Increment attributable to the [North/South Components of the] Minimum Improvements and [North/South Parcels of the] Redevelopment Property that is paid to the Authority by Hennepin County in the six months preceding each Payment Date on the Note. (b) The Authority shall have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than Available Tax Increment and the failure of the Authority to pay principal or interest on this Note on any Payment Date shall not constitute a default hereunder as long as the Authority pays principal and interest hereon to the extent of Available Tax Increment. The Authority shall have no obligation to pay any unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 2036. 4. Default. If on any Payment Date there has occurred and is continuing any Event of Default under the Agreement, the Authority may withhold from payments hereunder under all Available Tax Increment. If the Event of Default is thereafter cured in accordance with the Agreement, the Available Tax Increment withheld under this Section shall be deferred and paid, without interest thereon, within thirty (30) days after the Event of Default is cured. If the Event of Default is not cured in a timely manner, the Authority may terminate this Note by written notice to the Owner in accordance with the Agreement. Prepayment. (a) The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at anytime by the Authority without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular Payment otherwise required to be made under this Note. (b) Upon receipt by Redeveloper of the Authority's written statement of the Participation Amount as described in Section 3.9 of the Agreement, one hundred percent (100%) of such Participation Amount will be deemed to constitute, and will be applied to, prepayment of the principal amount of this Note. Such deemed prepayment is effective as of the date of delivery of such statement to the Owner, and will be recorded by the Registrar in its records for the Note. Upon request of the Owner, the Authority will deliver to the Owner a statement of the outstanding principal balance of the Note after application of the deemed prepayment under this paragraph. 6. Nature of Obligation. This Note is one of an issue in the total principal amount of $ issued to aid in financing certain public redevelopment costs and administrative costs of a Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.001 through 469.047, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the Authority on , 2018, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 through 469.1794, as amended. This Note is a limited obligation of the Authority which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note and the interest hereon shall not be deemed to constitute a EDA Resolution No. 18-17 general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority. Neither the State of Minnesota, nor any political subdivision thereof shall be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 7. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this Note is transferable upon the books of the Authority kept for that purpose at the principal office of the Chief Financial Officer of the City, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the Authority, duly executed by the Owner. Upon such transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the Authority with respect to such transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. Except as otherwise provided in Section 3.8(d) of the Agreement, this Note shall not be transferred to any person or entity, unless the Authority has provided written consent to such transfer. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the Authority according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the Board of Commissioners of the St. Louis Park Economic Development Authority have caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. Executive Director ST. LOUIS PARK ECONOMIC DEVELOPMENT AUTHORITY President EDA Resolution No. 18-17 10 REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the Chief Financial Officer, in the name of the person last listed below. Date of Registration Registered Owner PLACE E -Generation One LLC Federal Tax I.D. No. Resolution Signature of Chief Financial Officer