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2021-101 Joint Resolution Approving Contract for Private Development and Issuance of Tax Increment Notes JOINT RESOLUTION OF THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS AND THE CITY OF HOPKINS THE CITY OF HOPKINS HENNEPIN COUNTY STATE OF MINNESOTA HRA RESOLUTION NO. 543 CITY RESOLUTION NO. 2021-101 JOINT RESOLUTION APPROVING CONTRACT FOR PRIVATE DEVELOPMENT AND ISSUANCE OF TAX INCREMENT NOTES WHEREAS, the Housing and Redevelopment Authority in and for the City of Hopkins (the "HRA") previously found that there exists within the community a building that had a blighting influence on surrounding properties and is structurally substandard due to their poor physical condition or functional obsolescence and which, because of those conditions, threaten the health, safety and welfare of the community; and WHEREAS, the HRA has previously caused demolition of a building located at the Redevelopment Property as hereinafter defined; and WHEREAS, the HRA finds that it is in the public interest, helpful for the tax base and beneficial for the health, safety and welfare of the community as a whole to remove vacant, underutilized, obsolete, and structurally substandard buildings and to replace them with new life- cycle housing and ancillary commercial uses; and WHEREAS, the HRA finds that, due to market conditions which exist today and are likely to persist for the foreseeable future, the private sector alone is not able to accomplish redevelopment of the type needed within the community and, therefore, such will not occur without public intervention; and WHEREAS, the HRA was created pursuant to Minnesota Statutes, Sections 469.001- 469.047 (the "Act") and was authorized to transact business and exercise its powers by a resolution of the City Council of the City of Hopkins (the"City")pursuant to the Act; and WHEREAS, in order to foster the redevelopment described above, the City established its Redevelopment Project No. 1, as defined in the Act, providing for the development and redevelopment of certain areas located within the City (which redevelopment project is hereinafter referred to as the "Project"), to implement the goals and objectives thereof, all pursuant to the Act; and WHEREAS, the Redeveloper has presented to the HRA a proposal wherein the 1 DOC S OPEN\HP 14 5\47\769462.v 1-12/16/21 Redeveloper will redevelop 325 Blake Road North (the"Redevelopment Property") through the construction on the Redevelopment Property of multiple buildings containing approximately 800 multi-family units, with 688 units of apartments, and 112 senior cooperative units, with the affordability levels within each building specified below in Section 4.5; construction of approximately 33 for sale town homes, 8,000 sq. ft. of ground floor retail, 1,000 sq. ft. sky lounge and two (2) 4,500 sq. ft. standalone restaurant pads; with Total Development Costs estimated to be approximately$330,000,000; and WHEREAS, as part of its proposal the Redeveloper has requested that the City and HRA create a tax increment financing district encompassing the Redevelopment Property and use a portion of the tax increment generated from the redeveloped Redevelopment Property to reimburse the Redeveloper for a portion of the Redeveloper's redevelopment costs; and WHEREAS, the City and HRA established Tax Increment Financing District No. 1-6: 325 Blake (a "redevelopment district") and adopted a tax increment financing plan related thereto, all pursuant to Minnesota Statutes, sections 469.174 through 469.1799; and WHEREAS, the Redeveloper has proposed to redevelop the Redevelopment Property through a project which the HRA believes is in the vital and best interests of Hopkins and the health, safety, morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable state and local laws and requirements for which the Project and Tax Increment Financing District No. 1-6: 325 Blake were established; and WHEREAS, the Redeveloper would not undertake the redevelopment of the Project without the tax increment financing assistance described in this Agreement; and WHEREAS, the HRA believes that the redevelopment of the Project pursuant to the Redeveloper's proposal and the fulfillment generally of this Agreement, are in the vital and best interests of the City and the health, safety,morals, and welfare of its residents, and in accord with the public purposes and provisions of the applicable State and local laws and requirements under which the Project has been undertaken and is being assisted; and WHEREAS, there has been presented before the City Council and the HRA Board a Contract for Private Development (the "Agreement") proposed to be entered into between the HRA, the City and the Developer setting forth the terms of the development of the Minimum Improvements; and WHEREAS, pursuant to the Agreement, the HRA has proposed to issue Tax Increment Revenue Notes (the "TIF Notes") to reimburse the Developer for certain qualified costs related to the Minimum Improvements (the"Qualified Public Development Costs"). NOW THEREFORE, BE IT RESOLVED by the City Council of the City of Hopkins and the Board of the Housing and Redevelopment Authority in and for the City of Hopkins as follows: 1. The Agreement. The Board and Council approve the Agreement in substantially the form 2 DOC SOPEN\HP 145\47\769462.v 1-12/16/21 on file in City Hall. The President and Executive Director are hereby authorized and directed to execute and deliver the Agreement. The Mayor and City Manager are hereby authorized and directed to execute and deliver the Agreement. All of the provisions of Agreement, when executed and delivered as authorized herein, shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated verbatim herein and shall be in full force and effect from the date of execution and delivery thereof. The Agreement is hereby in all respects authorized, approved and confirmed by the HRA and the President and the Executive Director are hereby authorized and directed to execute and deliver the Agreement for and on behalf of the HRA in substantially the form now on file with the HRA,but with such modifications as shall be deemed necessary, desirable or appropriate, its execution thereof to constitute conclusive evidence of their approval of any and all modifications therein. The Agreement is hereby in all respects authorized, approved and confirmed by the City and the Mayor and City Manager are hereby authorized and directed to execute and deliver the Agreement for and on behalf of the City in substantially the form now on file with the City, but with such modifications as shall be deemed necessary, desirable or appropriate, its execution thereof to constitute conclusive evidence of their approval of any and all modifications therein. 2. The TIF Note. 2.01. The HRA hereby approves and authorizes the President and Executive Director to execute the TIF Notes. The HRA hereby delegates to the Executive Director the determination of the dates on which any TIF Notes are to be delivered, in accordance with the Agreement. 2.02. The TIF Notes shall be in substantially the form set forth in the Agreement, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue. 2.03. The TIF Notes shall be issued as a single typewritten notes numbered R-1. The TIF Notes shall be issuable only in fully registered form. Principal of the TIF Notes shall be payable by check or draft issued by the registrar described herein. Principal of the TIF 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 (as defined in the Agreement), whether or not such day is a business day. 2.04. The HRA hereby appoints the Executive 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 HRA and the Registrar with respect thereto shall be as follows: (a) The Registrar shall keep at its office a bond register in which the Registrar shall provide for the registration of ownership of the TIF Notes and the registration of transfers and exchanges of the TIF Notes. 3 DOCSOPEN\HP 145\47\769462.v1-12/16/21 (b) Upon surrender for transfer of the TIF Notes 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, new Notes of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, the TIF Notes shall not be transferred to any person other than an affiliate, or other related entity, of the Developer unless the HRA has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Developer or a certificate of the transferor, in a form satisfactory to the HRA, that such transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. 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) The TIF Notes surrendered upon any transfer shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the HRA. (d) When the TIF Notes are presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such TIF Notes 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) The HRA and the Registrar may treat the person in whose name the TIF Notes is at any time registered in the bond register as the absolute owner of the TIF Notes, whether the TIF Notes shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of such TIF Notes 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 HRA upon such TIF Notes to the extent of the sum or sums so paid. (0 For every transfer or exchange of the TIF Notes, 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) In case any TIF Notes shall become mutilated or be lost, stolen, or destroyed, the Registrar shall deliver new TIF Notes of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of such mutilated TIF Notes or in lieu of and in substitution for such TIF Notes lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the TIF Notes are lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that such TIF Notes were lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the 4 DOCSOPEN\HP 145\47\769462.v 1-12/16/21 Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the HRA and the Registrar shall be named as obligees. The TIF Notes so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the HRA. If the mutilated, lost, stolen, or destroyed TIF Notes have already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue new TIF Notes prior to payment. 2.05. The TIF Notes shall be prepared under the direction of the Executive Director and shall be executed on behalf of the HRA by the signatures of its President and Executive Director. In case any officer whose signature shall appear on the TIF Notes shall cease to be such officer before the delivery of the TIF Notes, 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 Notes have been so executed, it shall be delivered by the Executive Director to the Developer thereof in accordance with the Agreement. 3. Security Provisions of the TIF Notes. 3.01. The HRA hereby pledges to the payment of the principal of the TIF Notes all Available Tax Increment (as defined in the Agreement). Available Tax Increment shall be applied to payment of the principal of the TIF Notes in accordance with the terms of the form of TIF Notes. 3.02. Until the date the TIF Notes are no longer outstanding and no principal thereof(to the extent required to be paid pursuant to this resolution) remains unpaid, the HRA shall maintain a separate and special "Bond Fund"to be used for no purpose other than the payment of the principal of the TIF Notes. The HRA irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment, subject to the terms of the Agreement. Any Available Tax Increment remaining in the Bond Fund shall be transferred to the HRA's account for the TIF District upon the payment of all principal to be paid with respect to the TIF Notes. 4. Miscellaneous. 4.01. The officers of the HRA are hereby authorized and directed to prepare and furnish to the Developer certified copies of all proceedings and records of the HRA, and such other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the TIF Notes 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 HRA as to the facts recited therein. 4.02. The President and Executive Director are authorized and directed to execute and deliver the Agreement and any additional agreements, certificates or other 5 DOCSOPEN\HP 145\47\769462.v 1-12/16/21 documents that the HRA determines are necessary to implement this Resolution. 4.03. The Mayor and City Manager are authorized and directed to execute and deliver the Agreement and any additional agreements, certificates or other documents that the City determines are necessary to implement this Resolution. 4.04. The HRA and the City direct HRA and City staff to take any appropriate action and to prepare any appropriate documents to facilitate the directives of the HRA and the City as set forth in this Resolution and in performing their obligations under the Agreement as a whole. 4.05. The President, Executive Director, HRA, the City and HRA and City staff, HRA and City attorney, and HRA and City consultants are hereby authorized and directed to take any and all additional steps and actions necessary or convenient in order to accomplish the intent of this Resolution. 4.06. This Joint Resolution shall be effective upon full execution of the Agreement. Approved by the Board of Commissioners of the Hopkins Housing and Redevelopment Authority this 21st day of December, 2021 .son Gadd President Attest: ike Mornson Executive Director Adopted by the City Council of the City of Hopkins this 21St day of December, 2021. By: Z-71- son Gadd, Mayor ATTEST: / w I VA Amy Domeier, City Clerk 6 DOCSOPEN\HP 145\47\769462.v1-12/16/21