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HomeMy WebLinkAbout10/09/14 EDA Meeting   Meeting Location: Municipal Center 7100 147th Street West City of Apple Valley, Minnesota 55124   NOTICE: The Apple Valley Economic Development Authority will hold a special meeting at the Municipal Center, on Thursday, October 9, 2014, at 7:00 p.m. to consider the items listed in the following agenda: OCTOBER 9, 2014 ECONOMIC DEVELOPMENT AUTHORITY MEETING TENTATIVE AGENDA 7:00 p.m. (immediately following the City Council meeting) 1. Call to Order. 2. Approval of Agenda. 3. Approval of Minutes of September 25, 2014. 4. Approval of Consent Agenda Items*: None 5. Regular Agenda Items: A. Parkside Village: 1. Conduct Public Hearing to Consider Proposed Transfer of Ownership of Galante Property. 2. Adopt Resolution Consenting to Conveyance of Galante Property, Consenting to Partial Assignment of Development Agreements and Authorizing Execution of Consent. 6. Other 7. Staff Updates. 8. Adjourn. * Items marked with an asterisk (*) are considered routine and will be enacted with a single motion, without discussion, unless a commissioner or citizen requests the item separately considered in its normal sequence on the agenda http://www.cityofapplevalley.org)  ECONOMIC DEVELOPMENT AUTHORITY City of Apple Valley Dakota County, Minnesota September 25, 2014 ABSENT: Commissioner Maguire Meeting was called to order at 6:00 p.m. by President Goodwin. APPROVAL OF AGENDA CONSENT AGENDA PARKSIDE VILLAGE Minutes of the special meeting of the Economic Development Authority of Apple Valley, Dakota County, Minnesota, held September 25, 2014, at 6:00 p.m., at Apple Valley Municipal Center. PRESENT: Commissioners Goodwin, Bergman, Grendahl, Hamann-Roland, Hooppaw, and Melander. City staff members present were: Executive Director Tom Lawell, City Attorney Michael Dougherty, Community Development Director Bruce Nordquist, Finance Director Ron Hedberg, City Planner Tom Lovelace, Planner Kathy Bodmer, Planner Margaret Dykes, and Department Assistant Murphy. MOTION: of Hamann-Roland, seconded by Bergman, approving the agenda. Ayes - 6 - Nays - 0. APPROVAL OF MINUTES MOTION: of Hamann-Roland, seconded by Hooppaw, approving the minutes of the special meeting of July 10, 2014, as written. Ayes - 5 - Nays — 0. Abstain — 1 — Melander. MOTION: of Hooppaw, seconded by Melander, adopting Resolution No. EDA-2014-06, approving partially forgiving repayment of the business subsidy for Time Square. Ayes - - Nays — 0. Planner Kathy Bodmer stated the owners of the Parkside Village development, IMH Special Asset NT 175 - AVN, LLC and Titan Development I, LLC, are moving forward with the development of the 196-unit Parkside Village Gabella multiple family building at 6904 Gabella St., north of Kelley Park. IMH Special Asset NT 175 - AVN, LLC, and Titan Development 1, LLC want to create a new ownership group, IMH Gabella, LLC, to manage the financing and construction of the Gabella project. The property owners are also in the process of securing mortgage financing for the construction of the Gabella building. The Parkside Village development is subject to an approved Business Subsidy Agreement which requires the Apple Valley Economic Development Authority (EDA) and City Council review and consent to any transfer of ownership, after the EDA conducts a public hearing. In addition, the Economic Development Authority City of Apple Valley Dakota County, Minnesota September 25, 2014 Page 2 property is subject to a Development Assistance Agreement, which requires the City and EDA consent to any mortgages to fund construction of the project. Discussion followed. 6. Other THRIVE 2040 HOUSING POLICY PLAN Community Development Director Bruce Nordquist presented the Thrive 2040 Housing Policy Plan. He stated the Metropolitan Council embarked on the decennial planning process, entitled Thrive MSP 2040. This work culminates with a new Comprehensive Plan for the City of Apple Valley by 2018 for the time period up to 2040. The 2030 Comprehensive Plan for Apple Valley is approaching its mid-term with guiding land use policies for development priorities and strategies already underway. Discussion followed. 7. Staff Updates. VITALOCITY! WORKSHOP Planner Margaret Dykes commented the Vitalocity Development Workshop would be taking place September 30 — October 2, 2014 in Apple Valley. Partners and guests would be available as groups to discuss the themes and to develop these themes into design, service and communication challenges and solutions. They would examine and define an integrated approach to resolving the challenges identified creating or making better an aging friendly Apple Valley. President Goodwin recessed the meeting at 6:45 p.m. The meeting reconvened at 7:00 p.m. P A RKSME \TILL A GE continued: President Goodwin opened the public hearing at 7:00 p.m. No one from the public was present to speak. President Goodwin closed the public hearing at 7:01 p.m. MOTION: of Hooppaw, seconded by Bergman, adopting Resolution No. EDA-2014-07, clarifying the amended and restated development assistance agreement, consenting to partial assignment of development agreements and authorizing execution of consent. Ayes - 6 - Nays — O. Economic Development Authority City of Apple Valley Dakota County, Minnesota September 25, 2014 Page 3 MOTION: of Hamann-Roland, seconded by Melander, adopting Resolution No. EDA-2014-08, approving consenting to the mortgage on Gabella Property. Ayes - 6 - Nays — 0. MOTION: of Hamann-Roland, seconded by Melander, adopting Resolution No. EDA-2014-09, approving consenting to the mortgage on Galante Property. Ayes - 6 - Nays — 0. ADJOURNMENT MOTION: of Grendahl, seconded by Hooppaw, to adjourn. Ayes - 6 - Nays - 0. The meeting was adjourned at 7:02 p.m. Respectfully Submitted, n Murphy, Departmen Assi Approved by the Apple Valley Economic Development Authority on City of A PP e Va ITEM: EDA MEETING DATE: SECTION: 5.A ! -Z October 9, 2014 Regular PROJECT NAME: Parkside Village Gabella PROJECT DESCRIPTION Request for public hearing to consider transfer of ownership of "Galante" property to IMH Gabella, LLC and consideration of Partial Assignment of Development Agreements to IMH Gabella, LLC. STAFF CONTACT: Michael Dougherty, City Attorney Ron Hedberg, Finance Director Bruce Nordquist, Community Development Dir. Kathy Bodmer, AICP, Planner APPLICANT: IMH Special Asset NT 175 — AVN, LLC and Titan Development I, LLC DEPARTMENT /DIVISION: Legal Finance Community Development PROJECT NUMBER: PC14- 29 -ZFB Proposed Action(s) 1. Hold public hearing to consider proposed transfer of ownership of Galante property. 2. Approve Resolution Consenting to Conveyance of Galante Property, Consenting to Partial Assignment of Development Agreements and Authorizing Execution of Consent. Project Summary /Background IMH Special Asset NT 175 — AVN, LLC, established a new entity, IMH Gabella, LLC, to manage the financing and construction of the 196 -unit Parkside Village Gabella development at 6904 Gabella Street, north of Kelley Park. At their meetings of September 25, 2014, the City Council and EDA each consented to the transfer of ownership of the Gabella property and consented to the partial assignment of development agreements to the new LLC. The Parkside Village development is subject to an approved Business Subsidy Agreement which requires the Apple Valley Economic Development Authority (EDA) and City Council review and consent to any transfer of ownership, after the EDA conducts a public hearing. The attached resolution accomplishes the following: 1. Consents to the transfer of ownership of the "Galante" property to IMH Gabella, LLC. The Galante properties include Lot 1, Block 7; Lot 1, Block 8; and the vacated portion of Fortino Street between Galaxie Ave and Galante Lane, where the 126 -unit multiple family development will be constructed. 2. Assigns development agreements to the new LLC, requiring IMH Gabella, LLC to perform all of obligations of the agreements previously executed by the City, EDA and owners as they relate to the Galante property, including: a. Amended and Restated Development Assistance Agreement, as amended by First Amendment to Amended and Restated Development Assistance Agreement b. Planned Development Agreement c. Development Agreement Previous City Council and Planning Commission Actions On September 25, 2014, the City Council and EDA approved a resolution consenting to the transfer of ownership of Gabella property to IMH Gabella, LLC, clarifying Amended and Restated Development Assistance Agreement, a Partial Assignment of Development Agreements to IMH Gabella, LLC; and resolutions consenting to mortgages on the Parkside Village Gabella property (north of Kelley Park) and the future Parkside Village Galante property (east of Galaxie Avenue). On July 10, 2014, the City Council and EDA approved the construction of the Parkside Village development in two phases. This required re- authorization and approvals of several items that were initially approved by the City Council and EDA on January 24, 2013. The approvals sought for this request would make no changes to the previously approved Gabella building design or layout. Budget Impact On August 28, 2014, the property owner paid Dakota County $1,163,486.28 to satisfy the outstanding balance of the Confession of Judgment (COJ) on the four Gabella development parcels. The COJ was executed between the property owner and Dakota County to address delinquent property taxes and outstanding special assessments. $698,966.51 of the COJ payment will be paid to the City for delinquent special assessment principal and interest. Attachment(s) L Location Map 2. Parkside Village Master Plan 3. Galante Building View Corridor 4. Draft Resolution Consenting to Partial Assignment of Development Agreements and Authorizing Execution of Consent GALAXIE PARK FIRST 1 GALAXIE PARK THtRADOtTtN 1 PA KSIDE VILLAGE G BELL KELLEY PARK FORTINO STREET PARKSIDE VILLAGE GALANTE LOCATION MAP GABELLA ST 1 152ND ST W Apple„ Valley z z 0 LL FORTNO ST 2 153RD ST W w w LL ' APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION NO. EDA-14- A RESOLUTION CONSENTING TO CONVEYANCE OF GALANTE PROPERTY, CONSENTING TO PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENTS AND AUTHORIZING EXECUTION OF CONSENT WHEREAS, IMH Special Asset NT 175 — AVN, LLC, an Arizona limited liability company, ("IMH") desires to convey property described as Lot 1, Block 7 and Lot 1, Block 8, THE LEGACY OF APPLE VALLEY NORTH, Dakota County, Minnesota, together with that portion of Fortino Street vacated by the City on January 25, 2013, (the "Galante Property") to IMH Gabe lla, LLC, a Delaware limited liability company; and WHEREAS, IMH desires to assign certain agreements to IMH Gabe lla, LLC, a Delaware limited liability company, as described in the Partial Assignment of Development Agreements, a copy of which is attached to this Resolution (the "Assignment"); and WHEREAS, on October 9, 2014, the EDA conducted a public hearing regarding the proposed conveyance; and WHEREAS, the EDA finds that it is in the best interest of the City and its residents that the EDA consent to the proposed conveyance; and WHEREAS, the EDA finds that it is in the best interest of the City and its residents that the EDA consent to the Assignment; NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the EDA that it consents to the proposed conveyance of the Galante Property. BE IT FURTHER RESOLVED, by the Board of Commissioners of the EDA that it consents to the Assignment. BE IT FURTHER RESOLVED, by the Board of Commissioners of the EDA, that the President and Secretary of the EDA are authorized to execute the Consent of the Authority attached to the Assignment. ATTEST: ADOPTED this day of , 2014. Pamela J. Gackstetter, Secretary Tom Goodwin, President PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENTS THIS PARTIAL ASSIGNMENT OF DEVELOPMENT AGREEMENTS (this "Agreement") is made and entered into as of October , 2014 (the "Effective Date"), by and between IMH SPECIAL ASSET NT 175-AVN, LLC, an Arizona limited liability company ("Assignor") and IMH GABELLA, LLC, a Delaware limited liability company ("Assignee"). RECITALS Assignor has, by documents of even date herewith, conveyed to Assignee, the real property located in Apple Valley, Dakota County, Minnesota, legally described on Exhibit A attached hereto and made a part hereof (the "Property"). The Property is burdened and benefitted by those certain development agreements and other governmental incentive agreements listed and described on Exhibit B attached hereto and made a part hereof (collectively, the "Development Agreements"). Assignor desires to assign to Assignee (which is an affiliate of Assignor) that portion of Assignor's right, title and interest in, to and under the Development Agreements relating to the Property and Assignee desires to accept such assignment and assumes and agrees to perform all of such obligations of Assignor under the Development Agreements relating to the Property arising from and after the Effective Date, in accordance with its terms. NOW THEREFORE, in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Assignor and Assignee hereby agree as follows: 1.) Recitals. The foregoing recitals are correct and are incorporated herein. 2.) Assignment. Assignor hereby transfers, assigns and conveys to Assignee that portion of Assignor's right, title and interest in, to and under the Development Agreements relating to the Property (the "Property Rights"). 3.) Acceptance. Assignee hereby accepts the assignment of the Property Rights and hereby assumes all of the rights, obligations and liabilities of Assignor with regard to the Property Rights arising from and after the Effective Date and agrees, for the benefit of Assignor, to perform, observe, keep and comply with all the terms, covenants, conditions, provisions and agreements concerning the Property Rights on the part of Assignor thereunder to be performed, observed, kept and complied with from and after the Effective Date. 4.) Counterparts. This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile or email (PDF format) signatures shall be deemed and treated as originals. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the date first written above. ASSIGNOR: IMH SPECIAL ASSET NT 175-AVN, LLC By: IMH Financial Corporation, a Delaware corporation Rv• -.; Name: Its: STATE OF ARIZONA COUNTY OF MARICOPA ACKNOWLEDGMENT On October , 2014, before me, Christie L. Wilmot, a Notary Public in and for the State of Arizona, personally appeared Lawrence D. Bain, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which Lawrence D. Bain acted, executed the instrument. Signature (Space above for official notarial seal) ASSIGNEE: IMH GABELLA, LLC, a Delaware limited liability company By: Southwest Acquisitions, LLC, a Delaware limited liability company its sole member By: IMH Special Asset NT 175-AVN, LLC, an Arizona limited liability company its manager STATE OF ARIZONA COUNTY OF MARICOPA On October , 2014, before me, Christie L. Wilmot, a Notary Public in and for the State of Arizona, personally appeared Lawrence D. Bain, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which Lawrence D. Bain acted, executed the instrument. Signature By: IMH Financial Corporation, a Delaware corporation its sole member By: Name: Title: ACKNOWLEDGMENT (Space above for official notarial seal) THIS INSTRUMENT WAS DRAFTED BY: Larkin Hoffman Daly & Lindgren Ltd. 1500 Wells Fargo Plaza 7900 Xerxes Avenue South Minneapolis, Minnesota 55431-1194 (952) 835-3800 (RNB) EXHIBIT A Legal Description_ of the Property: Lot 1, Block 7 and Lot 1, Block 8, THE LEGACY OF APPLY VALLEY NORTH, Dakota County, Minnesota; together with that portion of Fortino Street vacated by the City on January 25, 2013. EXHIBIT B List of Development Agreements: 1. Amended and Restated Development Assistance Agreement by and among Assignor, the City of Apple Valley (the "City ") and The Apple Valley Economic Development Authority, Minnesota (the "Authority ") dated July 10, 2014 and recorded on September 25, 2014 as Document No. 3031137, as subsequently amended by that certain First Amendment to Amended and Restated Development Assistance Agreement dated , 2014 and recorded on as Document No. (collectively, the "Development Assistance Agreement "). 2. Planned Development Agreement, Parkside Village - Gabella, Parkside Village- Galante by and between Assignor and the City dated July 10, 2014 and recorded on September 25, 2014 as Document No. 3031140. 3. Development Agreement between Assignor and the City dated July 10, 2014 and recorded on September 25, 2014 as Document No. 3031142. STATE OF MINNESOTA ) COUNTY OF DAKOTA ) S S . CONSENT OF THE CITY Pursuant to Sections 8.2 and 10.9 of the Development Assistance Agreement and Section 2.8 of the Business Subsidy Agreement by and between Assignor and the Apple Valley Economic Development Authority, Minnesota dated July 10, 2014, the City of Apple Valley, Minnesota hereby consents to: (i) the conveyance of the Property to Assignee; (ii) the forgoing Partial Assignment of Development Agreements; and (iii) the assignment by Assignor to Assignee of all right, title and interest of Assignor in and to the Property Rights. CITY OF APPLE VALLEY, MINNESOTA By: Its: Mayor By: Its: City Clerk The foregoing instrument was acknowledged before me this day of , 2014, by and , the Mayor and the City Clerk, respectively, of the City of Apple Valley, Minnesota. Notary Public CONSENT OF THE AUTHORITY Pursuant to Sections 8.2 and 10.9 of the Development Assistance Agreement and Section 2.8 of the Business Subsidy Agreement by and between Assignor and the Apple Valley Economic Development Authority, Minnesota dated July 10, 2014, the Apple Valley Economic Development Authority, Minnesota hereby consents to: (i) the conveyance of the Property to Assignee; (ii) the forgoing Partial Assignment of Development Agreements; and (iii) the assignment by Assignor to Assignee of all right, title and interest of Assignor in and to the Property Rights. STATE OF MINNESOTA ) ) ss. COUNTY OF DAKOTA ) 4853-1399-9134, v, 2 APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA By: Its: President By: Its: Secretary The foregoing instrument was acknowledged before me this day of , 2014, by and , the President and the Secretary, respectively, of the Apple Valley Economic Development Authority, Minnesota. Notary Public FIRST AMENDMENT TO AMENDED AND RESTATED DEVELOPMENT ASSISTANCE AGREEMENT That certain Amended and Restated Development Assistance Agreement (the "Agreement") by and among the Apple Valley Economic Development Authority, a political subdivision organized under the laws of the State of Minnesota, the City of Apple Valley, a municipal corporation organized and existing under the laws of the State of Minnesota, and IMH Special Asset NT 175-AVN, LLC, an Arizona limited liability company, dated July 10, 2014, and recorded on September 25, 2014, as Document No. 3031137 in the Office of the Dakota County Recorder, is hereby amended as follows: 1. Section 3.1(1)(F) of the Agreement is amended to read as follows: (F) Execution and recording of a First Mortgage securing the City in the form attached hereto as Exhibit F-1, which mortgage shall be released upon a certificate of occupancy having been issued for the Phase 1 Minimum Improvements. 2. Section 3.2(1)(F) of the Agreement is amended to read as follows: (F) Execution and recording of a First Mortgage securing the City in the form attached hereto as Exhibit F-2, which mortgage shall be released upon a certificate of occupancy having been issued for the Phase 2 Minimum Improvements. 3. The Agreement remains in full force and effect except as specifically amended herein. IN WITNESS WHEREOF, the Authority and the City have caused this instrument to be duly executed in its name and on its behalf and its seal to be hereunto duly affixed, and the Developer has caused this instrument to be duly executed on its behalf, effective as of October 9, 2014. [Signature pages follow] 1 STATE OF MINNESOTA ) )SS COUNTY OF DAKOTA ) 2 CITY OF APPLE VALLEY, MINNESOTA By: Mary Hamann-Roland Its: Mayor By: Pamela J. Gackstetter Its: City Clerk The foregoing instrument was acknowledged before me this day of 2014, by Mary Hamann-Roland and Pamela J. Gackstetter, the Mayor and the City Clerk, respectively, of the City of Apple Valley, Minnesota. Notary Public This is a signature page to the First Amendment to Amended and Restated Development Assistance Agreement by and among the Apple Valley Economic Development Authority, the City of Apple Valley and IMH Special Asset NT 175-AVN, LLC. STATE OF MINNESOTA ) SS COUNTY OF DAKOTA 3 APPLE VALLEY ECONOMIC DEVELOPMENT AUTHORITY, MINNESOTA By: Tom Goodwin Its: President By: Pamela J. Gackstetter Its: Secretary The foregoing instrument was acknowledged before me this day of 2014, by Tom Goodwin and Pamela J. Gackstetter, the President and Secretary, respectively of the Apple Valley Economic Development Authority, Minnesota. Notary Public This is a signature page to the First Amendment to Amended and Restated Development Assistance Agreement by and among the Apple Valley Economic Development Authority, the City of Apple Valley and IMH Special Asset NT 175 -AVN, LLC. STATE OF ARIZONA ) SS COUNTY OF MARICOPA ) IMH SPECIAL ASSET NT 175-AVN, LLC an Arizona limited liability company By: IMH Financial Corporation, a Delaware corporation Its: Sole Member By Its 4 Notary Public The foregoing instrument was acknowledged before me this day of 2014, by , the of IMH Financial Corporation, Sole Member of IMH Special Asset NT 175-AVN, LLC. This is a signature page to the First Amendment to Amended and Restated Development Assistance Agreement by and among the Apple Valley Economic Development Authority, the City of Apple Valley and IMH Special Asset NT 175-AVN, LLC.