HomeMy WebLinkAboutResolution No. 039-24 - Resolution (EDA) - Authorizing Assignment, Assumption 3rd Amend to Development Assistance Agreement for Residence at Discovery Square
EDA RESOLUTION NO.
CITY COUNCIL RESOLUTION NO.
Rochester Economic Development Authority
County of Olmsted, State of Minnesota
Authorizing the Execution of an Assignment, Assumption and Third Amendment
to Development Assistance Agreement with Residence at Discovery Square, LLc
and Related Parties.
BE IT RESOLVED by the Board of Commissioners (the “Board”) of the Rochester
Economic Development Authority (the “EDA”) and the Common Council (the “Council”)
of the City of Rochester, Minnesota (the “City”), as follows:
Section 1. Recitals.
(a) The EDA has heretofore approved a Development Assistance
Agreement, as amended by a First Amendment to Development Assistance
Agreement and a Second Amendment to Development Assistance Agreement
(collectively, the “Existing Agreement” and, together with the Amendment defined
herein, the “Agreement”), between the EDA and Residence at Discovery Square,
LLC, a Minnesota limited liability company (the “Assignor”); and
(b) The Existing Agreement stated the Assignor’s responsibilities to
construct an approximately 6-story building with street level commercial space and
approximately 143 residential rental units, with underground parking, and the
Assignor has requested authorization to reduce the street level commercial space
and convert a portion thereof into additional residential rental units and reduce a
number of units by combining some single units into double units for an aggregate
number of units that may increase or decrease within a range of 135-155
residential units in the building (as amended, the “Improvements”); and
(c) On July 17, 2017, the Assignor assigned and convey its rights, title
and interest in the Agreement to Bell Bank, a North Dakota corporation (the
“Lender”) pursuant to an Assignment of Development Assistance Agreement (the
“Assignment”), and pursuant to the Assignment, the Assignor may not modify the
Agreement without the Lender’s prior written approval except as otherwise
provided in the Loan Documents (as defined therein); and
(d) On April 21, 2023, the Assignor conveyed the Project (as defined in
the Existing Agreement) to the RDS Asset Management LLC, a Minnesota limited
liability company (the “Assignee”) pursuant to a Contract for Deed, recorded as
document number A1584833 with the Office of the County Recorder for Olmsted
County, Minnesota, on April 25, 2023.
Section 2. Approval of the Assignment, Assumption and Third Amendment to
Development Assistance Agreement.
(a) The Assignee proposes, among other things, to assume the rights
and obligations of the “Developer” under the Agreement and to convert a portion
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of the commercial space in the Project to additional housing units and has
presented to the Board for its consideration, a certain Assignment, Assumption
and Third Amendment to Development Assistance Agreement among the EDA
and the Assignor and the Assignee and consented to by the Lender (the
“Amendment”).
(b) The Council and the Board hereby approve the Amendment in
substantially the form presented to the Board, together with any related documents
necessary in connection therewith (collectively, the “Development Documents”)
and the Board hereby authorizes the President and Secretary, to execute the same
on behalf of the EDA, and to carry out, on behalf of the EDA, the EDA’s obligations
thereunder; provided however that this authorization by the EDA shall expire if the
Amendment is not executed by the Assignor, the Assignee and the Lender within
90 days after the date hereof.
(c) 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 EDA 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
EDA. The execution of any instrument by the appropriate officers of the EDA
herein authorized shall be conclusive evidence of the approval of such document
in accordance with the terms hereof. 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.
(d) Upon execution and delivery of the Development Documents, the
officers and employees of the EDA are hereby authorized and directed to take or
cause to be taken such actions as may be necessary on behalf of the EDA to
implement the Development Documents, including without limitation the issuance
of the TIF Note thereunder.
(e) The Council and the Board hereby determine that the execution and
performance of the Development Documents will help realize the public purposes
of the Act.
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EDA RESOLUTION NO.
CITY COUNCIL RESOLUTION NO.
PASSED AND ADOPTED BY THE BOARD OF COMMISSIONERS OF THE
ROCHESTER ECONOMIC DEVELOPMENT AUTHORITY, THIS ____ DAY OF
FEBRUARY, 2024.
PRESIDENT OF SAID AUTHORITY
SECRETARY OF SAID AUTHORITY
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EDA RESOLUTION NO.
CITY COUNCIL RESOLUTION NO.
PASSED AND ADOPTED BY THE COMMON COUNCIL OF THE CITY OF
ROCHESTER, MINNESOTA, THIS __________ DAY OF _______________, 2024.
___________________________________
PRESIDENT OF SAID COMMON COUNCIL
ATTEST: __________________________
CITY CLERK
APPROVED THIS _____ DAY OF ______________________, 2024.
___________________________________
MAYOR OF SAID CITY
(Seal of the City of
Rochester, Minnesota)
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