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HomeMy WebLinkAboutRES 20-054 APPROVING FIRST AMENDMENT TO CONTRACT FOR PRIVATE REDEVLOPMENT BETWEEN THE HRA, THE CITY OF ST. ANTHONY AND DORAN SLV, LLCRESOLUTION 20-054 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 City Council ("Council") of the City of St. Anthony Village, Minnesota (the "City") 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 Housing and Redevelopment Authority of St. Anthony, Minnesota (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, 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 Council is hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved by the Mayor and City Clerk, provided that execution of the First Amendment by such officials shall be conclusive evidence of approval. 2.02. The Mayor and City Clerk are hereby authorized to execute on behalf of the City the First Amendment and any documents referenced therein requiring execution by the City, and to carry out, on behalf of the City, its obligations thereunder. 2.03. City 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 City Council of the City of St. Anthony Village, Minnesota. Ran 7)ATTEST: �%l/t✓ `'� Nic le Miller, City` Clerk Reviewed for administration: )14 CifDZ Mark Casey, City Manager y S 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. (I) 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 I By STATE OF MINNESOTA ) ) SS. COUNTY OF RAMSEY ) -)The foregoinginstrument was ac ow� edged before me this 3 day of I -UAL , 2020, by &d y S`and Cgty 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. NICOLE L. MILLER NOTARY PUBLIC - MINNESOTA My Commission Expires Jan. 31.2022 Authority signature page to First Amendment to Contract for Private Redevelopment STATE OF MINNESOTA ) ) SS. COUNTY OF RAMSEY CITY OF ST. A ONY VILLAGE By Its Mayor By (21/at Its ity Clerk The foregoing instrument was ackpowl dged before me this -day of J , 2020 by '(�� and N� (d t �T , the Mayor and City Clerk, respectively, of the City of St. Village, a Minnesota municipal corporation, on behalf of the municipal corporation. Elizabeth K Denzer Notary Public - Minnesota My Commission Expires January 31, 2023 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: