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Call to Order.
Roll Call.
I. Approval of June 23, 2020, H.R.A. Agenda.
II. Consent Agenda.
These items are considered routine and will be enacted by one motion. There will be no separate
discussion of these items unless a Councilmember or citizen so requests, in which event the item will
be removed from the Consent Agenda and placed elsewhere on the agenda.
A. Approve May 26, 2020, H.R.A. Minutes.
B. Claims.
III. Public Hearings.
IV. General Policy of Business of the H.R.A.
A. Resolution 20-05 a resolution approving first amendment to contract for private redevelopment
between the Housing and Redevelopment Authority of St. Anthony, the City of St. Anthony, and
Doran SLV, LLC. Keith Dahl, Ehlers & Associates presenting.
V. Staff Reports.
VI. H.R.A. Commissioner Comments.
VII. Information and Announcements.
VIII. Adjournment.
CITY OF SAINT ANTHONY VILLAGE
HOUSING AND REDEVELOPMENT AUTHORITY AGENDA
JUNE 23, 2020
CITY OF ST. ANTHONY 1
HOUSING AND REDEVELOPMENT AUTHORITY MEETING 2
MAY 26, 2020 3
4
CALL TO ORDER. 5
6
Chair Stille called the meeting to order at 9:03 p.m. 7
8
ROLL CALL. 9
10
Present: Chair Stille, Commissioners Webster, Jenson, and Randle and Walker 11
Absent: Executive Director Mark Casey 12
Also Present: Assistant to the City Manager Charlie Yunker 13
14
I. APPROVAL OF MAY 26, 2020 H.R.A. AGENDA. 15
16
Motion by Commissioner Webster, seconded by Commissioner Jenson, to approve the May 26, 17
2020 Housing and Redevelopment Authority Agenda as presented. 18
19
Motion carried 5-0. 20
21
II. CONSENT AGENDA. 22
23
A. H.R.A. Meeting Minutes of May 12, 2020; and 24
B. Claims. 25
26
Motion by Commissioner Randle, seconded by Commissioner Walker, to approve the Consent 27
Agenda. 28
29
Motion carried 5-0. 30
31
III. PUBLIC HEARINGS – NONE. 32
33
IV. GENERAL POLICY BUSINESS OF THE H.R.A. – NONE. 34
35
V. STAFF REPORTS – NONE. 36
37
VI. H.R.A. COMMISSIONER COMMENTS – NONE. 38
39
VII. INFORMATION AND ANNOUNCEMENTS – NONE. 40
41
VIII. ADJOURNMENT. 42
43
Chair Stille adjourned the meeting at 9:05 p.m. 44
45
Respectfully submitted, 46
Sue Osbeck 47
TimeSaver Off Site Secretarial, Inc. 48
49
Housing and Redevelopment Authority Meeting Minutes
May 26, 2020
Page 2
1
ATTEST: ________________________________ Chair 2
City Clerk 3
4
Memo
To: Mark Casey – City Manager and HRA Executive Director
From: Keith Dahl and Stacie Kvilvang - Ehlers
Date: June 17, 2020
Subject: Doran Redevelopment – First Amendment to Contract for Private Redevelopment
In December of last year, the City and HRA approved a Contract for Private Redevelopment with
Doran SLV, LLC in connection to the Walmart redevelopment site. Since that time, the developer has
experienced and/or will experience delays surrounding the COVID-19 pandemic and has
subsequently requested a few amendments to the contract. Below are the changes incorporated into
the First Amendment:
1. General
a. Added language to address public health emergencies (including without limitation
the COVID-19 pandemic)
2. Tax Increment
a. The HRA will now issue one (1) pay-as-you-go TIF note for $3,300,000 instead of
two (2) notes. This allows the Developer to bring $1,350,000 less in equity for
construction of Phase I. The amounts originally attributable to each Phase are as
follows:
i. Phase I: $1,950,000
ii. Phase II: $1,350,000
b. If development of Phase II is not commenced prior to the date below, the TIF note
will be reduced by $1,350,000 (amount attributable to Phase II). This provision
protects the City/HRA to not “over assist” the Developer if only Phase I is
constructed.
c. The HRA would allow the developer to assign the TIF note to an affiliate or Kelly J.
Doran without approval
3. Construction Dates
a. Phase II construction dates will be pushed back one year. The Developer must
commence construction of Phase II by December 31, 2022 and be substantially
complete by December 31, 2024
Please contact me at 651-697-8595 with any questions.
HOUSING AND REDEVELOPMENT AUTHORITY
CITY OF SAINT ANTHONY VILLAGE
RESOLUTION 20-05
RESOLUTION APPROVING FIRST AMENDMENT TO
CONTRACT FOR PRIVATE REDEVELOPMENT
BETWEEN THE HOUSING AND REDEVELOPMENT
AUTHORITY OF ST. ANTHONY, MINNESOTA, THE CITY
OF ST. ANTHONY VILLAGE, AND DORAN SLV, LLC
BE IT RESOLVED BY the Board of Commissioners ("Board") of the Housing and
Redevelopment Authority of St. Anthony, Minnesota (the "Authority") as follows:
Section 1. Recitals.
1.01. Pursuant to its authority under Minnesota Statutes, Sections 469.001 to 469.047
and 469.174 to 469.1794, as amended, the Authority has undertaken a program to promote the
development and redevelopment of land identified as the Northwest Quadrant which is
underutilized within the City, and in this connection created its Redevelopment Project Area No.
3 (hereinafter referred to as the “Project”) in an area (the “Project Area”) located in the City
pursuant to the Act, and previously established Tax Increment Financing District No. 3-5, a
redevelopment TIF district (the “TIF District”), made up of property in the Project Area.
1.02. The Authority, the City of St. Anthony Village, and Doran SLV, LLC (the
“Redeveloper”) executed a Contract for Private Redevelopment, dated as of December 10, 2019
(the “Contract”), providing, among other things, for the construction of certain improvements (the
“Minimum Improvements”) on the property legally described in the Contract and located within the
TIF District (the “Redevelopment Property”).
1.03. Due to changes in circumstances caused by the COVID-19 pandemic and other
factors, the parties have negotiated and propose to execute a First Amendment to the Contract
(the “First Amendment”) to extend the deadlines for the commencement and completion of
construction of Phase II of the Minimum Improvements, and to allow for the issuance of a single
tax increment revenue note to the Redeveloper subject to certain terms and conditions as
addressed in the First Amendment.
Section 2. First Amendment Approved.
2.01. The First Amendment as presented to the Board is hereby in all respects
approved, subject to modifications that do not alter the substance of the transaction and that are
approved by the Chair and Executive Director, provided that execution of the First Amendment
by such officials shall be conclusive evidence of approval.
2.02. The Chair and Executive Director are hereby authorized to execute on behalf of
the Authority the First Amendment and any documents referenced therein requiring execution by
the Authority, and to carry out, on behalf of the Authority, its obligations thereunder.
2.03. Authority staff and consultants are authorized to take any actions necessary to
carry out the intent of this resolution.
Approved this 23rd day of June, 2020, by the Board of Commissioners of the Housing
and Redevelopment Authority of St. Anthony, Minnesota.
___________________________________
Randy Stille, Chair
ATTEST:____________________________
Nicole Miller, City Clerk
Reviewed for Administration: ___________________________________
Mark Casey, Executive Director
657470 MNI SA730-2
FIRST AMENDMENT TO CONTRACT FOR PRIVATE REDEVELOPMENT
This First Amendment (“First Amendment”) is made as of June __, 2020, by and between
the HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY, MINNESOTA, a
public body politic and corporate (the “Authority”), the CITY OF ST. ANTHONY VILLAGE, a
Minnesota municipal corporation (the “City”), and DORAN SLV, LLC, a Minnesota limited
liability company (the “Redeveloper”).
WHEREAS, the Authority, the City, and the Redeveloper entered into that certain Contract
for Private Redevelopment dated as of December 10, 2019 (the “Contract”), providing, among other
things, for the construction of certain improvements (the “Minimum Improvements”) on the
property legally described within the Contract (the “Redevelopment Property”); and
WHEREAS, the Redeveloper has requested, and the Authority and City have agreed, to
modify certain terms of the Contract arising as a result of the COVID-19 pandemic and other
causes.
NOW, THEREFORE, in consideration of the premises and the mutual obligations of the
parties hereto, each of them does hereby covenant and agree with the other as follows:
1. Amendment to Section 1.1 of the Contract. Section 1.1 of the Contract is amended
to modify the definition of Unavoidable Delays as follows:
“Unavoidable Delays” means delays beyond the reasonable control of the party seeking to
be excused as a result thereof which are the direct result of strikes, other labor troubles or shortages,
frozen ground or other adverse winter conditions, prolonged adverse or unforeseen weather or acts
of God or conditions resulting therefrom, public health emergencies (including without limitation
the COVID-19 pandemic), fire or other casualty to the Minimum Improvements, epidemics,
quarantines, unavailability of power, unavailability of materials, economic recession (defined as two
consecutive quarters in which there is a drop in the gross domestic product, discovery of hazardous
materials or other concealed site conditions or delays of contractors due to such discovery,
termination and/or eviction of existing tenants, litigation commenced by third parties which, by
injunction or other similar judicial action, directly results in delays, or acts of any federal, state or
local governmental unit (other than the Authority or City in exercising their rights under this
Agreement), including without limitation condemnation or threat of condemnation of any portion of
the Redevelopment Property, which directly result in delays. Unavoidable Delays shall not include
reasonable and customary delays experienced by the Redeveloper in obtaining permits or
governmental approvals necessary to enable construction of the Minimum Improvements by the
dates such construction is required under Section 4.3 of this Agreement, so long as the Construction
Plans have been approved in accordance with Section 4.2 hereof.
2. Amendment to Section 3.3(c) et seq. of the Contract. Section 3.3(c) et seq. of the
Contract is amended as follows:
(c) Note; Terms. To reimburse the remainder of the Public Redevelopment Costs
incurred by Redeveloper, the Authority shall issue and the Redeveloper shall purchase the Note in
the maximum principal amount of $3,300,000. The maximum principal amount of the Note
attributable to Phase I of the Minimum Improvements shall be $1,950,000, and the maximum
amount of the Note attributable to Phase II of the Minimum Improvements shall be $1,350,000.
The Authority shall issue and deliver the Note upon Redeveloper having:
(i) delivered to the Authority one or more certificates signed by the
Redeveloper’s duly authorized representative, containing the following: (i) a statement that
each cost identified in the certificate is a Public Redevelopment Cost as defined in this
Agreement and that no part of such cost has been included in any previous certification; (ii)
evidence that each identified Public Redevelopment Cost has been paid or incurred by or on
behalf of the Redeveloper; and (iii) a statement that no uncured Event of Default by the
Redeveloper has occurred and is continuing under the Agreement. The Authority may, if
not satisfied that the conditions described herein have been met, return any certificate with a
statement of the reasons why it is not acceptable and requesting such further documentation
or clarification as the Authority may reasonably require;
(ii) submitted and obtained Authority approval of financing for Phase I in
accordance with Section 7.1; and
(iii) delivered to the Authority an investment letter in a form reasonably
satisfactory to the Authority.
The terms of the Note will be substantially those set forth in the form of the Note shown in
Schedule B, and the Note will be subject to all terms of the Authorizing Resolution, which are
incorporated herein by reference.
(d) Assignment of Note. The Authority acknowledges that the Redeveloper may assign
the Note to a third party. The Authority consents to such an assignment, conditioned upon receipt
of an investment letter from such third party in a form reasonably acceptable to the Authority;
provided that an investment letter shall not be required in connection with a collateral assignment of
either Note to a lender providing mortgage financing for acquisition of the Redevelopment Property
or construction of the Minimum Improvements, an assignment to an Affiliate or an assignment to
Kelly J. Doran.
(e) Qualifications. The Redeveloper understands and acknowledges that the Authority
makes no representations or warranties regarding the amount of Tax Increment, or that revenues
pledged to the Note will be sufficient to pay the principal and interest on the Note. Any estimates of
Tax Increment prepared by the Authority or its financial advisors in connection with the TIF District
or this Agreement are for the benefit of the Authority, and are not intended as representations on
which the Redeveloper may rely. Public Redevelopment Costs exceeding the principal amount of
the Note are the sole responsibility of Redeveloper.
(f) Adjustment to Principal of Note. If, subject to Unavoidable Delays, Redeveloper
fails to commence construction of Phase II of the Minimum Improvements by the date agreed upon
for the commencement of construction of such Phase, the principal amount of the Note issued to the
Redeveloper shall be reduced by $1,350,000, and the Redeveloper shall deliver the Note to the
Authority in exchange for a new Note in the adjusted principal amount upon the Authority’s written
request.
3. Amendment of Section 4.3(a) of the Contract. Section 4.3(a) of the Contract is
amended as follows:
(a) Subject to Unavoidable Delays, the Redeveloper shall commence construction of
Phase I of the Minimum Improvements by December 31, 2020, and subject to Unavoidable Delays,
shall commence construction of Phase II of the Minimum Improvements by December 31, 2022.
Subject to Unavoidable Delays, the Redeveloper shall complete the construction of Phase I of the
Minimum Improvements by June 30, 2022, and subject to Unavoidable Delays, shall complete the
construction of Phase II of the Minimum Improvements by December 31, 2024. All work with
respect to the Minimum Improvements to be constructed or provided by the Redeveloper on the
Redevelopment Property shall be in substantial conformity with the Construction Plans as submitted
by the Redeveloper and approved or deemed approved by the Authority.
4. Amendment to Section 8.2(a) of the Contract. The following is added to the last
sentence of Section 8.2(a) of the Contract:
“or (c) any sale, conveyance, or transfer in any form to Kelly J. Doran.”
5. Amendment to References to “Notes” in the Contract. All references in the Contract
to “Notes” shall be hereinafter refer to the “Note”.
6. Miscellaneous. Except as amended by this First Amendment, the Contract shall
remain in full force and effect. Wherever in the Contact or any other instrument, reference is made
to the “Contract” such reference shall be to the Contract, as amended by this First Amendment.
Upon execution, Redeveloper shall reimburse the Authority for all out-of-pocket costs incurred by
the Authority in connection with negotiating, drafting and approval of this Amendment. Each party
hereto represents and warrants to the other parties that such party has the requisite power and
authority to enter into this First Amendment; that all necessary and appropriate approvals,
authorizations and other steps have been taken to effect the legality of this First Amendment; that
the signatories executing this First Amendment are authorized to do so on behalf of such party; and
that this First Amendment is valid and binding upon and enforceable against such party. This First
Amendment may be executed in any number of counterparts, each of which shall be deemed an
original. Facsimile or email copies of the signature pages to this First Amendment shall be deemed
to be originals for all purposes of this First Amendment.
IN WITNESS WHEREOF, the Authority, the City, and the Redeveloper have caused this
Agreement to be duly executed by their duly authorized representatives as of the date first above
written.
HOUSING AND REDEVELOPMENT
AUTHORITY OF ST. ANTHONY, MINNESOTA
By
Its Chair
By
Its Executive Director
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this ____ day of _________, 2020,
by ______________________ and ______________ the Chair and Executive Director of the
Housing and Redevelopment Authority of St. Anthony, Minnesota, a public body corporate and
politic and political subdivision of the State of Minnesota, on behalf of the Authority.
Notary Public
Authority signature page to First Amendment to Contract for Private Redevelopment
CITY OF ST. ANTHONY VILLAGE
By
Its Mayor
By
Its City Clerk
STATE OF MINNESOTA )
) SS.
COUNTY OF RAMSEY )
The foregoing instrument was acknowledged before me this ____ day of ____________,
2020 by ______________ and __________________, the Mayor and City Clerk, respectively, of
the City of St. Anthony Village, a Minnesota municipal corporation, on behalf of the municipal
corporation.
Notary Public
City signature page to First Amendment to Contract for Private Redevelopment
Doran SLV, LLC
a Minnesota limited liability company
By:
Kelly J. Doran
Its: Chief Manager
STATE OF MINNESOTA )
) SS.
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _____ day of June, 2020, by
Kelly J. Doran, the Chief Manager of Doran SLV, LLC, a Minnesota limited liability company, on
behalf of said limited liability company.
Notary Public
THIS DOCUMENT DRAFTED BY:
Kennedy & Graven, Chartered (MNI)
470 US Bank Plaza
200 South Sixth Street
Minneapolis, MN 55402
(612) 337-9300
656437v1 MNI SA730-2
Redeveloper signature page to First Amendment to Contract for Private Redevelopment
CONSENT AND SUBORDINATION
Minnesota Bank & Trust, a Minnesota state banking corporation, the holder of that certain
Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents dated
February 19, 2020, filed of record with the Office of the County Recorder in and for Ramsey County,
Minnesota on February 28, 2020, as Document No. A04799967, hereby consents to the First Amendment to
Contract for Private Redevelopment to which this Consent and Subordination is attached (the “Agreement”)
and agrees that its rights in the property affected by the Agreement shall be subordinated thereto.
IN WITNESS WHEREOF, Minnesota Bank & Trust, a Minnesota state banking corporation, has
caused this Consent and Subordination to be executed this ____ day of June, 2020.
[REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK]
MINNESOTA BANK & TRUST, a Minnesota state
banking corporation,
By:
Benjamin Monnens, Vice President
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _____ day of June, 2020, by Benjamin
Monnens, the Vice President of Minnesota Bank & Trust, a Minnesota state banking corporation,
and acknowledged that he executed the instrument on behalf of the banking corporation.
Witness my hand and seal.
Notary Public
My Commission Expires:
CONSENT AND SUBORDINATION
Minnesota Bank & Trust, a Minnesota state banking corporation, the holder of that certain
Mortgage, Security Agreement, Fixture Financing Statement and Assignment of Leases and Rents dated
February 19, 2020, filed of record with the Office of the County Recorder in and for Ramsey County,
Minnesota on February 28, 2020, as Document No. A04799967, hereby consents to the First Amendment
to Contract for Private Redevelopment to which this Consent and Subordination is attached (the
“Agreement”) and agrees that its rights in the property affected by the Agreement shall be subordinated
thereto.
IN WITNESS WHEREOF, Minnesota Bank & Trust, a Minnesota state banking corporation, has caused
this Consent and Subordination to be executed this ____ day of June, 2020.
[REMAINDER OF PAGE IS INTENTIONALLY LEFT BLANK]
MINNESOTA BANK & TRUST, a Minnesota
state banking corporation,
By:
Benjamin Monnens, Vice President
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
The foregoing instrument was acknowledged before me this _____ day of June, 2020, by
Benjamin Monnens, the Vice President of Minnesota Bank & Trust, a Minnesota state banking
corporation, and acknowledged that he executed the instrument on behalf of the banking
corporation.
Witness my hand and seal.
Notary Public
My Commission Expires: