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HomeMy WebLinkAbout21-EDA-341EDA RESOLUTION 21-EDA-341 CITY OF MOUNDS VIEW COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION APPROVING A PRELIMINARY DEVELOPMENT AGREEMENT WITH MWF PROPERTIES, LLC BY THE MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY WHEREAS, the Mounds View Economic Development Authority ("EDA") owns or controls certain land that comprises a portion of the Skyline Redevelopment Project Area (the "Project"); and WHEREAS, MWF Properties, LLC, a Minnesota limited liability company (the "Developer") has requested that the EDA enter into a Preliminary Development Agreement with it in order to provide the Developer with certain rights and obligations to facilitate the redevelopment of the Project; and WHEREAS, the EDA found and determined that entering into a Preliminary Development Agreement with the Developer is in the public interest. NOW, THEREFORE, BE IT RESOLVED by the Mounds View Economic Development Authority ("EDA") of the City of Mounds View, Minnesota as follows: 1. That the above -referenced recitals are incorporated into this Resolution. 2. The EDA approves the Preliminary Development Agreement, subject to modifications that do not alter the substance of the transaction and that are approved by the EDA Attorney, provided that execution of the Preliminary Development Agreement shall be conclusive evidence of approval. 3. EDA staff and officials are authorized to take all actions necessary to perform the EDA's obligations under the Preliminary Development Agreement as a whole. 4. That the Preliminary Development Agreement, contained in Exhibit A of this resolution is hereby approved, ratified, established, amended, and adopted and shall be placed on file at City Hall. Adopted this 12th day of April, 2021. AW 4ZZ Carol A. Mueller, PYesident ATTEST: Nyle mun , Executive Director (seai) DOC SO PEN\MU205\52\713362. v 1-4/7/21 EXHIBIT A PRELIMINARY DEVELOPMENT AGREEMENT MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY AND MWF PROPERTIES, LLC PRELIMINARY DEVELOPMENT AGREEMENT THIS AGREEMENT, dated this 12th day of April, 2021 (the "Effective Date"), by and between the Mounds View Economic Development Authority, a public body corporate and politic under the laws of Minnesota ("EDA") and MWF Properties, LLC, a Minnesota limited liability company ("Developer") or its assigns: WITNESSETH: WHEREAS, the EDA desires to promote development of certain property partially owned by the EDA which is located at 4889 Old Highway 8, in the City of Mounds View, State of Minnesota ("Project Area"), with the EDA-owned property being legally described and depicted in Exhibit A attached hereto ("Property"); and WHEREAS, Developer, or a special purpose entity to be formed by the Developer for the purpose of completing this project, has submitted or is in the process of submitting a proposal for development of an approximately 96-unit workforce housing complex at the Project Area and on the Property ("Development"), which proposal is attached hereto as Exhibit B including a site plan for the Development ("Site Plan") which is attached hereto as Exhibit C; and WHEREAS, the Development is part of a larger redevelopment of the Project Area, the Property and adjacent parcels that are being subdivided together pursuant to the plat of SKYLINE ADDITION (the "Plat"); and WHEREAS, the Developer agrees to cooperate and work with the EDA and multiple adjacent present and future parcel owners in developing and effectuating the Plat and creation of multiple developable parcels, as well as redefining lot lines of adjacent parcels, as further defined in Section 10; and WHEREAS, the Development shall occur on the Property located at 4889 Old Highway 8 for which the Developer shall pay the EDA the purchase price of $1,550,000; and WHEREAS, the EDA and Developer are interested in discussing and further planning for the Developer's proposal for the Development; and WHEREAS, the Developer has indicated that it may seek business subsidy assistance or financial incentives from the City and/or the EDA to make the Development feasible; and WHEREAS, the EDA will need to determine if various studies, as may be determined to be reasonably necessary, should be conducted, including without limitation an environmental 2 MU205\52\637644.v8 impact or related study, an infrastructure feasibility study, an economic impact study, and any other studies which are either required by law or deemed appropriate by the EDA and/or City; and WHEREAS, the EDA will continue to discuss and negotiate with the Developer regarding the overall development of the Property and Project Area; and WHEREAS, the EDA is willing to discuss with the Developer any public subsidies which may be available for the Development, however, nothing herein shall be interpreted as an approval or guarantee of any future public financial assistance, including but not limited to tax increment financing, tax abatement, business subsidies, or any other public assistance authorized by law; and WHEREAS, various ordinance, land use, zoning, and subdivision issues and actions related to the Development and the Property and Project Area are required to be approved by the City in order to facilitate the Development by the Developer; and WHEREAS, the EDA agrees to cooperate with the Developer to review and to assist the Developer, where deemed appropriate by the EDA, with obtaining various ordinance, land use, zoning, and subdivision approvals and actions related to the Development and the Property and Project Area in order to facilitate the Development by the Developer, provided that nothing herein shall be interpreted as an approval or guarantee of any future land use, zoning, or other required City approvals; and WHEREAS, the EDA is willing to consider and the Developer is desirous to undertake the Development if (i) a satisfactory agreement can be reached regarding the EDA's commitment for public costs, if any, necessary for the Development; (ii) satisfactory mortgage and equity financing, or adequate cash resources for the Development can be secured by Developer; and (iii) the feasibility and soundness of the Development and other necessary preconditions have been determined to the satisfaction of the parties. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and obligations set forth herein, the parties agree as follows: l . Future Negotiations. The parties agree to continue negotiations pursuant to the terms of this Agreement in an attempt to formulate a definitive plan for a development agreement based on the following: (a) Developer's proposal, including the purchase price of $1,550,000 to be paid by the Developer to the EDA for the Property which shows the scope of the proposed Development in its latest form as of the date of this Agreement, together with any changes or modifications required by the City or the EDA; (b) Mutually -satisfactory development agreements or contracts to be negotiated and agreed upon in accordance with negotiations contemplated by this Agreement; (c) Mutually satisfactory terms that may be required for the Development (e.g. access and utility easements, allocation of infrastructure costs, etc.); and 3 MU205\52\637644.v8 (d) Other terms and conditions of this Agreement. 2. Statement of Intent. Although not conclusive or binding on either party, it is the intention of the parties that this Agreement: (a) documents the present understanding and commitments of the parties; and (b) will lead to the negotiation and execution of a mutually -satisfactory development agreement or contract prior to the termination date of this Agreement. The development agreement (together with any other agreements entered into between the parties hereto contemporaneously therewith) will supersede all obligations of the parties hereunder. 3. Duties. (a) During the term of this Agreement, the EDA agrees to: (i) Proceed to seek all necessary information with regard to the anticipated public costs, if any, associated with the Development; and (ii) Should negotiations be successful, enter into a purchase and development agreement, satisfactory to the EDA in its sole discretion, with the Developer for the Development. (b) During the term of this Agreement, the Developer agrees to: (i) Develop and submit its detailed proposal, including the plans and specifications, for purchase and development of the Property and the Project Area; (ii) Conduct a due diligence review of the Property and the Project Area included in the Development, including without limitation, which must be acceptable to the Developer in its sole discretion: title, survey, environmental (Phase I & Phase lI reports), soils, and market studies; (iii) Obtain approval by the EDA and the City (including its Engineer, Planning and Inspection Department, and any other governing authority) for approval of the site plan, exterior elevations and finishes, and zoning approval; (iv) Obtain any other necessary governmental approval from any governing authority; (v) Obtain financing on terms acceptable to Developer, including but not limited to public subsidies (such as pay-as-you-go TIF in a mutually agreeable amount, and housing tax credits), private loans, or equity investment(s); and (vi) Should negotiations be successful, enter into a purchase and development agreement with the EDA for the Development. 4. Developer Submissions; Business Subsidies; TIF; Housing Tax Credits. 4 MU205\52\637644.v8 (a) The EDA understands that the Developer may be seeking business subsidy assistance from the City and/or the EDA. During the term of this Agreement, Developer shall: (i) Submit to the EDA a design proposal to be reviewed by the EDA showing the location, size, and nature of the proposed Development, including layouts, renderings, elevations, and other graphic or written explanations of the Development. The design proposal shall be accompanied by a proposed schedule for the starting and completion of the Development; (ii) Submit an over-all cost estimate for the design and construction of the Development; (iii) Submit a time schedule for the Development; (iv) Undertake and obtain such other preliminary economic feasibility studies, income and expense projections, and such other economic information as Developer may desire to further confirm the economic feasibility and soundness of the Development; (v) Submit to the EDA the Developer's financing plan showing that the proposed Development is financially feasible; (vi) Furnish satisfactory financial data to the EDA evidencing Developer's ability to undertake the Development; and (vii) Furnish information in its possession and assist the EDA with obtaining all available business subsidy assistance which the EDA may deem appropriate. (b) Developer understands that the Tax Increment Financing sought for the proposed Development must be obtained as outlined by law. (c) Developer understands that the Housing Tax Credits sought for the proposed Development must be obtained as outlined by law. 5. Feasibility. It is expressly understood that execution and implementation of any purchase and development agreement (together with any other agreements entered into between the parties hereto contemporaneously therewith) shall be subject to: (a) A determination by the EDA in its sole discretion that its undertakings are feasible based on (i) satisfaction of City Code requirements; (ii) the purposes and objectives of any development plan created or proposed for the Development; (iii) the Studies, if any; and (iv) the best interests of the EDA. (b) A determination by Developer that the Development is feasible and in the best interests of Developer. 5 MU205\52\637644.v8 6. Effective Date; Term; Expiration. This Agreement is effective from the Effective Date until December 31, 2022. After such date, neither party shall have any obligation hereunder except as expressly set forth to the contrary herein. The parties may mutually extend the term of this Agreement for one (1) year, until December 31, 2023, in writing and prior to December 31, 2022. Costs; Escrow. Developer shall be solely responsible for all costs incurred by Developer. In addition, upon the full execution of this Agreement the Developer will pay the EDA an initial non-refundable sum of $25,000.00 as reimbursement of its Administrative Costs (as defined below) for its evaluation of the Developer's proposal. For the purposes of this Agreement, the term "Administrative Costs" means out of pocket costs incurred by EDA together with staff and consultant (including engineering, legal, financial adviser, environmental advisor, planning advisor, etc.) costs of EDA, all attributable to or incurred in connection with the review of the development agreement or contracts (together with any other agreements entered into between the parties hereto contemporaneously therewith) and review and approvals of any land use, zoning and subdivision applications for the Property and Project Area, the negotiation and preparation of this Agreement, and other documents and agreements in connection with the Development, excluding Studies that result in the Administrative Costs exceeding the initial $25,000.00 deposit, unless such excess costs are approved by the Developer as provided below. Developer acknowledges that the Developer's proposal will require review by and/or consultation with the EDA's financial advisors, engineers, legal advisors, and other advisors or consultants and staff. Additionally, the EDA may incur expenses of advisors, consultants and staff related to the preparation of the development agreement for said Development. If at any time after full execution and acceptance of this Agreement, the EDA determines that the amount deposited by Developer will be insufficient to pay the EDA's fees and expenses listed above, the EDA may notify the Developer in writing as to any additional amount required to be deposited. The Developer must deposit such additional funds within 10 business days after receipt of the EDA's notice. Any additional funds beyond the initial non-refundable $25,000 deposited by Developer and not expended by the EDA for its Administrative Costs will be returned to the Developer on the Closing Date. Any public subsidies applied for by the Developer will require separate application fees and deposits from the fees stated in this Agreement as it pertains to the appropriate public subsidy application. The foregoing funds will not be credited towards the purchase price or returned if the transaction does not close. This Section 7 shall survive termination of this Agreement and shall be binding on the Developer and the EDA regardless of the enforceability of any other provision of this Agreement. Termination. This Agreement may be terminated if Developer ceases to negotiate in good faith with the EDA, and such failure to negotiate in good faith is not cured after 30 days written notice of such failure by EDA to Developer. 6 MU205\52\637644.v8 9. Sole Developer. The Developer is designated as sole developer and shall have exclusive rights of the Development of the Property through the entire term of this Agreement. The EDA agrees not to market the Property or to make, accept, negotiate, or otherwise pursue any other offers for sale or purchase of the Property until the term of this Agreement expires or the Agreement is terminated pursuant to Section 8 herein. 10. Adiacent Business Development and Subdivision of Property and Project Area. Notwithstanding anything herein to the contrary, the Developer agrees to cooperate and work with the EDA and multiple adjacent present and future parcel owners in developing and effectuating the Plat and creation of multiple developable parcels, as well as redefining lot lines of adjacent parcels. Further, the Developer agrees to coordinate and share costs related to the Plat, to develop appropriate parcels for both future and existing development, cooperate in site plan, environmental, utility access related to the development of the Plat. The Developer shall enter into a separate agreement with the EDA and present and future parcel owners affected by the Plat, to ensure the coordinated efforts of all parties associated with developing the Plat. 11. Severability. If any portion of this Agreement is held invalid by a court of competent jurisdiction, such decision shall not affect the validity of any remaining portion of the Agreement. 12. Breach; Waiver. In the event any covenant contained in this Agreement should be breached by one party and subsequently waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous, or subsequent breach. 13. Notice. Notice or demand or other communication between or among the parties shall be sufficiently given if sent by mail, postage prepaid, return receipt requested or delivered personally: (a) As to EDA: Mounds View Economic Development Authority 2401 Mounds View Boulevard Mounds View, MN 55112 Attn: Executive Director (b) As to Developer: MWF Properties, LLC 7645 Lyndale Avenue South Minneapolis, MN 55423 Attn: Chris Stokka 14. Counterparts. 7 MU205\52\637644.v8 This Agreement may be executed simultaneously in any number of counterparts, all of which shall constitute one and the same instrument. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Minnesota. Any disputes, controversies, or claims arising out of this Agreement shall be heard in the state or federal courts of Minnesota, and all parties to this Agreement waive any objection to the jurisdiction of these courts, whether based on convenience or otherwise. 16. Additional Actions. The parties hereto understand that additional and separate actions, for which no obligation is created hereunder, will be required before either the EDA or Developer is obligated to take various actions with respect to the Development. Those actions include, but are not limited to: (a) Zoning, comprehensive plan, and subdivision approvals for any land use or development proposed by Developer; and (b) Review of any Tax Increment Financing arrangement, or other business subsidy, as required by law. 17. Incorporation. The Recitals set forth in the preamble to this Agreement and the Exhibits attached to this Agreement are incorporated into this Agreement as if fully set forth herein. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 8 MU205\52\637644.v8 IN WITNESS WHEREOF, the Developer has caused this Agreement to be duly executed in its name and behalf and the EDA has caused this Agreement to be duly executed in its name and behalf as of the day and year first above wriffen. DEVELOPER: MWF PROPERTIES, LLC, a Minnesota limited liability company By: Stokka EDA: MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY By: Carol Mueller President By: Its: Executive Director 9 MU205\52\637644.v8 <4-Its Its IN WITNESS WHEREOF, the EDA and the Developer have caused this Agreement to be duly executed in their names and behalves on or as of the date first above written. MOUNDS VIEW ECONOMIC DEVELOPMENT AUTHORITY By: el Carol A. Mueller President By: %%2,&/ NyleA mun Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY ) The foregoing instrument as acknowledged before me thisay of April, 2021, by Carol A. Mueller and Nyle Zikmund, the president and executive director, respectively, of the Mounds View Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Mounds View Economic Development Authority. JEWFER E NELSON NornRr Pue�.ic•�1w+Ei4�� Mp CAmni�iOn E� ar► a1,>�i NotarAublic 22 DOCSOPEN\MU205\50\716385. v4-4/22/21