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EDA Resolution #2022-28 Restated Purchase and Dev. Contract for Block 52 RedevelopmentCITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO.2022-28 RESOLUTION AWARDING THE SALE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF A TAX INCREMENT REVENUE NOTE AND APPROVING A PURCHASE AND DEVELOPMENT CONTRACT INCLUDING THE CONVEYANCE OF LAND AND APPROVING GRANT AND BUSINESS SUBSIDY AGREEMENT THEREIN BE IT RESOLVED BY the Board of Commissioners ("Board") of the City of Monticello Economic Development Authority, Monticello, Minnesota (the "Authority") as follows: Section 1. Recitals. 1.01. Authorization. The Authority and the City of Monticello, Minnesota (the "City") have approved the establishment of its Tax Increment Financing (Redevelopment) District No. 1- 45 ((the "TIF District"), within the Central Monticello Redevelopment Project No. 1 ("Redevelopment Project") and have adopted a tax increment financing plan therefore for the purpose of financing certain public improvements within the Redevelopment Project. 1.02. To facilitate development of certain property in the TIF District, the Authority proposes to enter into a Purchase and Development Contract (the "Agreement") with Block 52 Holdings LLC, Buchholz Exchange LLC, and Norgren Exchange LLC, each a Minnesota limited liability company, or an entity related thereto or affiliated therewith (collectively, the "Redeveloper"), under which among other things, the Authority will convey to the Redeveloper certain property described in Exhibit A attached hereto (the "Redevelopment Property") at a cost below market value in order for the Redeveloper to construct an mixed -use five -story building located on the Redevelopment Property that will include approximately 87 rental housing units and 27,342 square feet of commercial retail and office space, with approximately 83 lower -level parking spaces and 114 adjacent off-street parking stalls (the "Minimum Improvements"). 1.03. The Authority proposes to sell the Redevelopment Property to the Redeveloper at the price of $1,484,099, which will be paid by the Redeveloper in the amount of $1,351,617 and a land write down from the Authority in the amount of $132,482 (the "Land Write Down"). In addition, the Authority proposes to reimburse the Redeveloper for certain public redevelopment costs in the amount not to exceed $4,219,571 through the issuance of a pay as you go tax increment financing note (the "TIF Note") and through the provision of a grant in an amount not to exceed $367,400 (the "Authority Grant"), subject to the terms and conditions set forth in the Agreement. Finally, the Authority also proposes to reimburse the Redeveloper for a portion of the demolition and hazardous materials removal work on the Redevelopment Property in an amount not to exceed $517,500 (the "DEED Grant") pursuant to a Redevelopment Grant Contract Agreement number RDGP-22-0009-o-FY22, effective as of April 1, 2022, between the Authority and the State of D-1 DOCSOPEN\MN 190\159\823095.v1-9/13/22 Minnesota, acting through the Department of Employment and Economic Development, Business and Community Development. 1.04. The Land Write Down the TIF Note, the Authority Grant, and the DEED Grant constitute a "business subsidy" exceeding $150,000 within the meaning of Minnesota Statutes, Section 116J.993 to 116J.995, as amended (the "Business Subsidy Act"), and the Agreement includes a "business subsidy agreement" as required under the Business Subsidy Act. 1.05. The Authority and the City have previously established Tax Increment Financing District Nos. 1-6, 1-205 1-22 and 1-34 (the "Pooled TIF Districts") and adopted a tax increment financing plan therefor. The Authority intends to provide the Authority Grant with pooled tax increment from the Pooled TIF Districts. 1.06. In connection with the land sale, it is proposed that the Redeveloper, the Authority and John Thurud, enter into an Agreement Regarding Party Wall (the "Party Wall Agreement") relating to removal of the building located at 149 Broadway West in the City by the Redeveloper and its impact on John Thurud's property located at 121 West Broadway in the City. 1.07. On August IOth, 2022, the Authority conducted a duly noticed public hearing regarding the conveyance of the Redevelopment Property to the Redeveloper pursuant to the Agreement and the business subsidy agreement, at which all interested parties were given an opportunity to be heard, and hereby finds that the execution of the Agreement and performance of the Authority's obligations thereunder, including the conveyance of the Redevelopment Property to the Redeveloper and the business subsidy agreement, are in the best interest of the City and its residents. Section 2. Agreement Containing Land Sale and Business SubsidyApproved. 2.01 The Board approves the Agreement in substantially the form presented to the Board, together with any related documents necessary in connection therewith, including without limitation the business subsidy agreement provided therein, the Party Wall Agreement, the Assessment Agreement, all documents, exhibits, certifications, or consents referenced in or attached to the Agreement including without limitation the Deed and any documents required by the title company relating to the conveyance of property (all as defined in the Agreement) (the "Development Documents"). The Board hereby approves the conveyance of the Development Property to the Redeveloper in accordance with the terms of the Agreement. 2.02. The Board hereby authorizes the President and Executive Director, in their discretion and at such time, if any, as they may deem appropriate, to execute the Development Documents on behalf of the Authority, and to carry out, on behalf of the Authority, the Authority's obligations thereunder when all conditions precedent thereto have been satisfied. The Development Documents shall be in substantially the form on file with the Authority and the approval hereby given to the Development Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the Authority and by the officers authorized herein to execute said documents prior to their execution; and said officers are hereby authorized to approve said changes on behalf of the Authority. The D-2 DOCSOPEN\MN 190\1 59\823095.v 1 -9/13/22 DOCSOPEN\MN 190\159\823095.v1-9/13/22 execution of any instrument by the appropriate officers of the Authority herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. This resolution shall not constitute an offer and the Development Documents shall not be effective until the date of execution thereof as provided herein. 2.03. In the event of absence or disability of the officers, any of the documents authorized by this resolution to be executed may be executed without further act or authorization of the Board by any duly designated acting official, or by such other officer or officers of the Board as, in the opinion of the City Attorney, may act in their behalf. Upon execution and delivery of the Development Documents, the officers and employees of the Board are hereby authorized and directed to take or cause to be taken such actions as may be necessary on behalf of the Board to implement the Development Documents, including without limitation the issuance of tax increment revenue obligations thereunder when all conditions precedent thereto have been satisfied and reserving funds for the payment thereof in the applicable tax increment accounts and the crediting of tax increments to the payment of the Purchase Price Note when all conditions precedent thereto have been satisfied. Section 3. TIF Note Authorized and Approved. 3.01. The Authority hereby approves issuance of the TIF Note pursuant to the Agreement. The TIF Note shall be issued in the maximum aggregate principal amount of $4,219,571 to the Redeveloper in consideration of certain eligible costs incurred by the Redeveloper under the Agreement, shall be dated the date of delivery thereof, and shall bear interest at a rate of 3.58%. The TIF Note will be issued in a single series designated Taxable Tax Increment Revenue Note (Block 52 Project) issued in the principal amount of $4,219,571 to reimburse the Redeveloper for certain costs in accordance with the Agreement. The TIF Note is secured by TIF Note Available Tax Increment, as further described in the form of the TIF Note attached hereto as Exhibit B. The Authority hereby delegates to the Executive Director the determination of the date on which the TIF Note is to be delivered, in accordance with the Agreement. 3.02. The Authority hereby authorizes and approves the use of pooled tax increment from the Pooled TIF Districts to provide the Authority Grant in accordance with the Agreement. Section 4. Form of TIF Note; Terms and Delivery of TIF Note. 4.01 The TIF Note shall be in substantially the form attached hereto as Exhibit B, with the blanks to be properly filled in and the principal and interest rate amounts adjusted as of the date of issue. 4.02. Denomination, Payment. The TIF Note shall be issued as a single typewritten note numbered R-1. The TIF Note shall be issuable only in fully registered form. Principal of and interest on the TIF Note shall be payable by check or draft issued by the Registrar described herein. 4.03. Dates; Interest Payment Dates. Principal of and interest on the TIF Note 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. D-3 DOCSOPEN\MN 190\159\823095.v1-9/13/22 DOCSOPEN\MN 190\159\823095.v1-9/13/22 4.04. Registration. The Authority hereby appoints the City Finance Director 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 TIF Note and the registration of transfers and exchanges of the TIF Note. (b) Transfer of TIF Note. Upon surrender for transfer of the TIF 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, and consent to such transfer by the Authority if required pursuant to the Agreement, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, a new TIF 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 TIF 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 the TIF Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is reasonably satisfied that the endorsement on such TIF 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. (e) Persons Deemed Owners. The Authority and the Registrar may treat the person in whose name the TIF Note is at any time registered in the bond register as the absolute owner of the TIF Note, whether the TIF Note shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such TIF Note and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the Authority upon such TIF Note to the extent of the sum or sums so paid. (f) Taxes, Fees and Charges. For every transfer or exchange of the TIF 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 TIF Note. In case any TIF Note shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver a new TIF Note of like amount, Termination Dates and tenor in exchange and substitution for and upon cancellation of such mutilated TIF Note or in lieu of and in substitution for such TIF Note lost, stolen, or destroyed, D-4 DOCSOPEN\MN 190\159\823095.v1-9/13/22 DOCSOPEN\MN 190\159\823095.v1-9/13/22 upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the TIF Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such TIF 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 TIF 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 TIF Note has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new TIF Note prior to payment. 4.05. Preparation and Delivery. The TIF Note 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 the TIF Note shall cease to be such officer before the delivery of the TIF 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 the TIF Note has been so executed, it shall be delivered by the Executive Director to the owner thereof in accordance with the Agreement. Section 5. Security Provisions. 5.01. Pledge. The Authority hereby pledges to the payment of the principal of and interest on the TIF Note all TIF Note Available Tax Increment as defined in the TIF Note. TIF Note Available Tax Increment shall be applied to payment of the principal of and interest on the TIF Note in accordance with the terms of the form of TIF Note set forth in Section 2 of this resolution. Section 6. Certification of Proceedings. 6.01. Certification of Proceedings. The officers of the Authority are hereby authorized and directed to prepare and furnish to the owner of the TIF 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 the TIF 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 7. Effective Date. This resolution shall be effective upon approval. Approved by the Board of Commissioners of the City of ello conomic Development Authority on September 14, 2022. Presiden A-T-T-EST: D-5 D N\MN190\159\823095.v1-9/13/22 DOCSOPEN\MN 190\159\823095.v 1-9/13/22 Executive Director D-6 DOCSOPEN\MN 190\159\823095.vl-9/13/22 DOCSOPEN\MN 190\ 159\823095.vl-9/13/22 EXHIBIT A DESCRIPTION OF REDEVELOPMENT PROPERTY The real property in the City of Monticello, County of Wright, State of Minnesota, described as the following addresses: 101 W Broadway Street, 107 W Broadway Street, 113 W Broadway Street, 121 W Broadway Street, 103 Pine Street, 112 W River Street That part of Block 52, TOWNSITE OF MONTICELLO, Wright County, Minnesota lying southeasterly of the following described line: Commencing at the most northerly corner of said Block 52; thence southeasterly along the northeasterly line of said Block 52, a distance of 183.88 feet to the northwesterly line of the southeasterly 15.00 feet of Lot 13, said Block 52, being the point of beginning of the line to be described; thence southwesterly along said northwesterly line a distance of 94.52 feet; thence northwesterly parallel with the southwesterly line of said Block 52, a distance of 21.83 feet; thence southwesterly parallel with the southeasterly line of said Block 52, a distance of 107.48 feet; thence northwesterly parallel with the southwesterly line of said Block 52, a distance of 82.85 feet to the westerly line of the Easterly 20.00 feet of Lot 3, said Block 52; thence southwesterly along said westerly line, a distance of 128.50 feet to the southwesterly line of said Block 52 and said line there terminating. To be replatted as follows: Lot 2, Block 1, Block 52 First Addition D-7 DOCSOPEN\MN 190\159\823095.v1-9/13/22 DOCSOPEN\MN 190\159\823095.v1-9/13/22 EXHIBIT B UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF WRIGHT CITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY No. R-1 TAXABLE TAX INCREMENT REVENUE NOTE SERIES 20 (BLOCK 52 PROJECT) Rate 3.58% $4,219,571.00 Date of Original Issue 120 The City of Monticello Economic Development Authority (the "Authority") for value received, certifies that it is indebted and hereby promises to pay to Block 52 Holding LLC, Buchholz Exchange LLC, and Norgren Exchange LLC, each a Minnesota limited liability company, or their registered assigns (collectively, the "Owner"), the principal sum of $4,219,571.00 and to pay interest thereon at the rate of 3.58% per annum, solely from the sources and to the extent set forth herein. Capitalized terms shall have the meanings provided in the Purchase and Development Contract between the Authority and the Owner, dated as of September 16, 2022 (the "Agreement"), unless the context requires otherwise. 1. Payments. Principal and interest (the "Payments") shall be paid on August 1, 2025 and each February 1 and August 1 thereafter ("Payment Dates") to and including February 1, 2051 (the "Maturity Date") 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. This Note shall be paid solely from TIF Note Available Tax Increment (as hereinafter defined). TIF Note Available Tax Increment will not include any Tax Increment (as defined the Agreement) if, as of any Payment Date, there is an uncured Event of Default under the Agreement. Payments are payable by mail to the address of the Owner or such other address as the Owner may designate upon sixty (60) days written notice to the Authority. Payments on this TIF 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. The Note shall bear simple non -compounding interest. D-8 DOCSOPEN\MN 190\159\823095.v1-9/13/22 DOCSOPEN\MN 190\159\823095.v1-9/13/22 3. TIF Note Available Tax Increment. (a) Payments on this TIF Note are payable on each Payment Date solely from and in the amount of TIF Note Available Tax Increment, which shall mean: (i) on Payment Dates August 1, 2025 through February 1, 2030, one hundred percent (100%) of the Tax Increment attributable to the Minimum Improvements and Redevelopment Property that is actually paid to the Authority by Wright County in the six (6) months preceding the Payment Date; and (11) on Payment Dates August 1, 2030 through February 1, 2051, ninety-nine percent (99%) of the Tax Increment attributable to the Minimum Improvements and Redevelopment Property that is actually paid to the Authority by Wright County in the six (6) months preceding the Payment Date. (b) The Authority shall have no obligation to pay principal of and interest on this TIF Note on each Payment Date from any source other than TIF Note Available Tax Increment and the failure of the Authority to pay the entire amount of principal or interest on this TIF 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 TIF Note 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 the Maturity Date. 4. Default. The Authority's payment obligations shall be subject to Sections 9.1 and 9.2 of the Agreement and are further subject to the conditions that (i) no Event of Default under Section 9.1 of the Agreement shall have occurred and be continuing at the time payment is otherwise due hereunder; and (ii) the Agreement and this TIF Note shall not have been terminated in accordance with Section 9.2 of the Agreement. Any such suspended and unpaid amounts shall become payable, without interest accruing thereon in the meantime, if this TIF Note has not been terminated in accordance with Section 9.2 of the Agreement and said Event of Default shall thereafter have been cured in accordance with Section 9.2. If pursuant to the occurrence of an Event of Default under the Agreement the Authority elects, in accordance with the Agreement, to cancel and rescind the Agreement and/or this TIF Note, the Authority shall have no further obligation under this TIF Note whatsoever. Reference is hereby made to all of the provisions of the Agreement, for a fuller statement of the rights and obligations of the Authority to pay the principal of this TIF Note and the interest thereon, and said provisions are hereby incorporated into this TIF Note as though set out in full herein. 5. Prepayment. The principal sum and all accrued interest payable under this TIF are prepayable at the option of the Authority at any time. 6. Nature of Obligation. This TIF Note is one of an issue in the total principal amount of $4,219,571, issued to aid in financing certain Public Redevelopment Costs of a Redevelopment Project undertaken by the Authority pursuant to Minnesota Statutes, Sections 469.090 through 469.1081, as amended, and Section 469.001 through 469.047, as amended, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the Authority on September 16, 2022, and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.1794, as amended. This TIF D-9 DOCSOPEN\MN 190\159\823095.v1-9/13/22 DOCSOPEN\MN 190\159\823095.v1-9/13/22 Note is a limited obligation of the Authority which is payable solely from TIF Note Available Tax Increment pledged to the payment hereof under the Resolution. This TIF Note and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Authority or the City of Monticello, Minnesota (the "City"). Neither the State of Minnesota, the City, the Authority nor any political subdivision thereof shall be obligated to pay the principal of or interest on this TIF Note or other costs incident hereto except out of TIF Note Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota, the City, the Authority, or any political subdivision thereof is pledged to the payment of the principal of or interest on this TIF Note or other costs incident hereto. THE AUTHORITY MAKES NO REPRESENTATION OR WARRANTY THAT THE TIF NOTE AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE. 7. Registration and Transfer. This TIF Note is issuable only as a fully registered TIF Note without coupons. As provided in the Resolution, and subject to certain limitations set forth therein, this TIF Note is transferable upon the books of the Authority kept for that purpose at the principal office of the Executive Director, by the Owner hereof in person or by such Owner's attorney duly authorized in writing, upon surrender of this TIF 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 TIF Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates, within 15 days after the delivery by the Owner of its request and approval of such request by the Authority if required under the Agreement. Except as otherwise provided in the Agreement, this TIF Note shall not be transferred to any person or entity, unless the Authority has provided written consent to such transfer and the Authority is provided with an investment letter in a form satisfactory to the Authority. The Registrar may close the books for registration of any transfer after the fifteenth (15th) day of the month preceding each Payment Date and until such Payment Date. 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 TIF 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 City of Monticello Economic Development Authority have caused this TIF Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. D-10 DOCSOPEN\MN 190\159\823095.v1-9/13/22 DOCSOPEN\MN 190\159\823095.v1-9/13/22 Executive Director CITY OF MONTICELLO ECONOMIC DEVELOPMENT AUTHORITY President REGISTRATION PROVISIONS The ownership of the unpaid balance of the within TIF Note is registered in the bond register of the City Finance Director, in the name of the person last listed below. Date of Registration Registered Owner 20_ Block 52 Holdings LLC Federal Tax I.D No Buchholz Exchange LLC Federal Tax I.D No Norgren Exchange LLC Federal Tax I.D No D-11 DOCSOPEN\MN 190\1 59\823095.v1-9/13/22 DOCSOPEN\MN 1 90\1 59\823095.v 1 -9/13/22 Signature of Executive Director