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Transmittal - 9/23/2022 MAYOR ERIN MENDENHALL Executive Director DANNY WALZ Director REDEVELOPMENT AGENCY of SALT LAKE CITY STAFF MEMO DATE: September 23, 2022 PREPARED BY: Tracy Tran RE: Consideration to increase loan up to $2,250,000 and lock in base interest rate for loan to Bicycle Collective REQUESTED ACTION: Consider a request from Bicycle Collective to increase loan up to $2,250,000 and to lock in interest rate to fund construction of the nonprofit headquarters located at approximately 901 S Gale Street POLICY ITEM: Granary Project area development. BUDGET IMPACTS: Up to $2,250,000 from the revolving loan fund. EXECUTIVE SUMMARY: The Bicycle Collective (“Applicant”), a nonprofit organization, is requesting to increase their loan amount to $2,250,000 that was approved through the Redevelopment Agency of Salt Lake City (“RDA”) Loan Program Policy (“Program”) for the construction of a new building located within the RDA’s Granary District project area at approximately 901 S Gale Street (“Property”), as illustrated in Attachment A: Site Map. In addition, the Applicant is requesting to lock in their base interest rate prior to closing, which requires a waiver to the Program. The development will contain about 15,000 square feet for a multi-use building that will house the retail, programming, and operations space for the Bicycle Collective (“Project”). The terms are provided in Attachment D: Term Sheet and Attachment F: Resolution for consideration. In May 2022, the RDA Board of Directors (“Board”) approved a $1,750,000 primary loan to the Bicycle Collective. Since then, the Applicant has experienced construction cost increases and supply-chain issues that have delayed the construction of their development. The Applicant is seeking an additional $500,000 in primary financing, totaling $2,250,000 and is requesting to lock in their base interest rate listed in Exhibit A: Term Sheet from Resolution R-6-20222 (Attachment E) to help them manage costs. The RDA currently owns the land. In November 2017, through a request for proposals (“RFP”) process, the RDA selected the Bicycle Collective with which to negotiate the development of the Property. In addition, in August 2018, the Board approved a land write-down for the property in exchange for incorporating public benefits within the development. The project will include public art, high quality façade materials and will be designed to at least a LEED Silver standard or equivalent level. RDA FINANCE COMMITTEE RECOMMENDATION: The RDA Finance Committee (“Committee”) reviewed the request on September 21, 2022 and recommended to approve the proposed modifications to the loan. ANALYSIS & ISSUES: An overview of 1) property details, 2) loan request, 3) RDA loan fund policy alignment, 4) Granary District project area alignment 5) proposed loan terms, 6) capability for loan repayment, and 7) developer’s experience is as follows: 1.Property Details The property is currently owned by the RDA and contains approximately .26 acres. Additionally, the Property is vacant and is zoned D-2 (Downtown Support) District. 2. Loan Request The Applicant is requesting to increase their primary loan to $2,250,000 and to lock in the base interest rate prior to closing through the RDA Loan Program for construction of the Project. The additional request for funds is in line with the approximate $500,000 increase in construction costs. The increased loan request would also ensure that the project is built all-electric as the all- electric components chosen for this Project were higher costs than other options. Additionally, the Applicant is seeking to lock in the base interest rate to help them manage costs. 3.Policy Alignment: RDA Loan Program This loan request aligns with RDA Loan Program Policy (“Program”), as adopted by the RDA Board, except for the request to lock in an interest rate prior to closing (which requires a waiver from the Board) and with a clarification that although the loan amount is technically sized appropriately (using debt service coverage ratio and/or loan to value calculations) as per the Program, the projected repayment of the loan is based on the ability for the Applicant to adequately fundraise to cover the loan balance at the end of the term. The Program states that “the base interest rate shall be fixed at 300 basis points (3%) plus the US Treasury Yield Curve Rate, as determined by the term of the loan, at loan closing.” Since the request would lock in a rate prior to closing, this change would require a waiver from the Board. Locking in the interest rate now would provide more certainty for the Applicant to understand their repayment capacity in an environment of continuous rising interest rates. The reliance on fundraising to cover the loan makes this project riskier than others. The Applicant anticipates receiving donations from large donors once the project construction is underway. The projections show that the Applicant should be able to pay off their loan within the proposed 5-year term. The Applicant has requested an interest rate reduction to acknowledge four public benefits provided by the Project: •Public Amenities: The Project is located along 9 Line Corridor that connects the east with the west side neighborhoods. The Project will also include a public art amenity. • Transit Alternatives: The mission of the Bicycle Collective is to promote cycling as an effective and sustainable form of transportation. Additionally, the Project will include employee shower and lockers. • Architecture and Urban Design: The Project participated in an RDA design review process that reviewed the buildings materials, how the project fits in the with surrounding neighborhood, and how the project will enhance the public realm. • Sustainability: The Project will be an all-electric building that will include rooftop solar and the Project has been designed to a LEED-Silver equivalent standard. The Bicycle Collective was also recently awarded a Blue Sky Grant from Rocky Mountain Power. 4. Policy Alignment: Granary District Redevelopment Project Area Plan The Project aligns with the RDA’s goals for the neighborhood, as adopted through the Granary District Redevelopment Project Area Plan, as follows: • Commercial Objectives: o Provide a broad mixture of small and medium commercial tenants representing a variety of uses. o Promote commercial development on a neighborhood scale with an emphasis on specialty stores and neighborhood services. Neighborhood Revitalization: Return underutilized land to a productive use through a reduction in the number of neglected buildings and vacant lots to reduce crime and improve the physical environment of the neighborhood. • Housing Objectives: o Create attractive neighborhood environments that will reinforce the sense of community. o Require active, friendly and public-oriented ground-level uses that contribute to the pedestrian environment and serve the neighborhood. • Transportation Objectives: o Pedestrian and Bicyclist Circulation: Provide access with an emphasis on a friendly and safe environment for bicycles and pedestrians. • Urban Design o Create a pedestrian friendly streetscape that will establish a sense of neighborhood. 5. Summary of Proposed Loan Terms • Amount: The loan amount will be sized to the lower of $2,250,000 or a maximum of a 90% of value as per an as-completed appraisal. • Interest Rate: RDA Loan Program Base Rate (U.S. Treasury Yield plus 3%) 5.66%* Public Benefits Interest Rate Reduction**: • Public Amenities • Transit Alternatives -0.5% -0.5% • Architecture and Urban Design • Sustainability -0.5% -0.5% Final Interest Rate*** 3.66% *Base interest rate shall be locked at this 5.66%, as opposed to the rate at closing. This rate is based on the U.S. Treasury Yield Curve Rate, as determined by the term of the loan. **To be eligible for interest rate reductions, the project will be required to meet the criteria outlined in section 3. *** The final interest rate will be based on 5.66% base interest rate minus eligible interest rate reductions. • Term: 5 years. • Amortization: 20 years. • Lien: A deed of trust lien, recorded in first position, on the Property 6. Loan Repayment The loan repayment for this Project is based on fundraising. The project is projected to pay off the loan through their capital campaign that will seek donations from individuals, organizations, and foundations. The Applicant has raised a large portion of funds and anticipates additional donations once the construction begins. These donations are expected to cover the debt service for the loan. 7. Developer’s Experience The development team consists of four members from the Applicant’s Building Committee with a range of experience in executive, project, and construction management. PREVIOUS BOARD ACTION: • May 2022: The RDA approved a $1,750,000 primary loan to the Bicycle Collective for construction of the Project. • August 2018: The RDA Board approved a land write-down for the property in exchange for incorporating public benefits within the development (R-28-2018). ATTACHMENTS: A. Site Map B. Site Photos C. Project Renderings D. Term Sheet E. Original Resolution (R-6-2022) F. Resolution ATTACHMENT A: SITE MAP -" -' r ---_--~---------------------------------------- 1 I -i · i ' j '-1 i i I J 900 SOUTH ATTACHMENT B: SITE PHOTOS ATTACHMENT C: PROJECT RENDERINGS & ELEVATIONS I I [O □ i @ NORTI-A'IEST @SOUTHWEST GbFijf Fti I i 'i 1 @ NORTHEAST (~ SOUTHEAST ATTACHMENT D: TERM SHEET APPLICANT Bicycle Collective (“Applicant”), a nonprofit entity ADDRESS Property located at approximately 901 S Gale Street PROPOSED LOAN TERMS •Amount: $2,250,000 •Eligible Uses: Construction costs •Interest Rate: RDA Loan Program Base Rate (U.S. Treasury Yield plus 3%) 5.66%* Public Benefit Interest Rate Reduction: •Public Amenities** •Transit Alternatives*** •Architecture and Urban Design**** •Sustainability***** -0.5% -0.5% -0.5% -0.5% Final Interest Rate****** 3.66% RDA staff will confirm the Project qualifies for the applicable interest rate reductions. Any changes to the project could result in changes to the interest rate reductions: *Base interest rate shall be locked at this 5.66%, as opposed to the rate at closing. This rate is based on the U.S. Treasury Yield Curve Rate, as determined by the term of the loan. **To be eligible for this interest rate reduction, the project will include a public art amenity ***To be eligible for this interest rate reduction, the project will be required to provide employee shower, locker, and bicycle facilities as part of their overall development. ****The project participated and received approval through an RDA Design Review process. *****The project will be an all-electric building that will include rooftop solar and the Project has been designed to a LEED-Silver equivalent standard. ****** The final interest rate will be based on 5.66% base interest rate minus eligible interest rate reductions. •Term: 5 years •Amortization: 20 years •Payments: Hard repayments with balloon payment due at the end of the term. •Security: A first position lien on the property. LOAN TERM SHEET Bicycle Collective •Disbursement: Loan proceeds shall be disbursed through construction draws. CONDITIONS FOR LOAN CLOSING Prior to loan closing, the Applicant will complete the following: •RDA approves all terms of the loan. •Obtain all required City approvals. •Execute loan documents (e.g. promissory notes, loan agreements, security documents, and guarantees) as deemed necessary by the RDA and its legal counsel. •Receive approval from the RDA and its legal counsel of all matters pertaining to title, legality of the loan, and the legality, sufficiency, and the form and substance of all documents that are deemed reasonably necessary for the loan transaction. •Provide evidence of insurance in such amounts and with such coverage as deemed necessary by the RDA for the Property. •Such other terms as recommended by the RDA’s legal counsel and staff. OTHER CONDITIONS •The Project shall operate as the intended use over the term. •The Project shall remain in good financial and legal standing over the term. REDEVELOPMENT AGENCY OF SALT LAKE CITY RESOLUTION NO. 6 of 2022 Loan to Bicycle Collective RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF SALT LAKE CITY APPROVING THE TERM SHEET FOR A LOAN TO THE BICYCLE COLLECTIVE FOR A COMMERCIAL DEVELOPMENT PROJECT LOCATED AT APPROXIMATELY 901 SOUTH GALE STREET WHEREAS, the Redevelopment Agency of Salt Lake City ("RDA") was created to transact the business and exercise the powers provided for in the Utah Community Reinvestment Agency Act. WHEREAS, the RDA and the governing body of Salt Lake City (the "City") adopted the Granary District Redevelopment Project Area Plan on April 15, 1999. WHEREAS, the RDA has a revolving loan fund to provide construction loans for projects located in its project areas. WHEREAS, Bicycle Collective, a Utah nonprofit entity, (the "Developer") will construct a commercial development to house its headquarters (the "Project") on the property consisting of approximately 0.26 acres located at approximately 901 South Gale Street (the "Property"). WHEREAS, the Developer has applied for a loan from the RDA to assist with construction costs for development of the Project. WHEREAS, on May 5, 2022, the RDA Finance Committee reviewed the loan application. WHEREAS, based on the RDA Finance Committee's recommendations, the RDA staff recommends the attached set of terms (the "Term Sheet") for a loan to the Developer, as borrower, for the Project. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Redevelopment Agency of Salt Lake City (the "Board") that it approves the loan outlined in the Term Sheet attached hereto, subject to revisions that do not materially affect the rights and obligations of the RDA hereunder. The Board authorizes the Executive Director to negotiate and execute the loan agreement and any other relevant documents consistent with the Term Sheet, and incorporating such other terms and agreements as recommended by the City Attorney's office. ATTACHMENT E: ORIGINAL RESOLUTION Passed by the Board of Directors of the Redevelopment Agency of Salt Lake City, this 10 th day of May, 2022. Ana Va ft;;;;os {May 25, 2022 19 :13 MDT) Ana Valdemoros, Chair Approved as to form:S= 7nudo,?2' Salt Lake City Attorney's Office Sara Montoya Date: May 1s, 2022 The Executive Director: _g]__ does not request reconsideration D requests reconsideration at the next regular Agency meeting. Erin Mendenhall, Executive Director Attest: c;~202208c29MDT} City Recorder EXHIBIT A: LOAN TERM SHEET RDA LOAN RDA LOAN PROGRAM APPLICANT Bicycle Collective ("Applicant"), a nonprofit entity ADDRESS Property located at approximately 901 S Gale Street PROPOSED LOAN TERMS • Amount: $1,750,000 • Eligible Uses: Construction costs • Interest Rate: LOAN TERM SHEET Bicycle Collective RDA Loan Program Base Rate (U.S. Treasury Yield plus 3%) 5.66% Public Benefit Interest Rate Reduction: • Public Amenities* -0.5% • Transit Alternatives** -0.5% • Architecture and Urban Design*** -0.5% • Sustainability**** -0.5% Final Interest Rate***** 3.66% RDA staff will confirm the Project qualifies for the applicable interest rate reductions. Any changes to the project could result in changes to the interest rate reductions: *To be eligible for this interest rate reduction, the project will include a public art amenity **To be eligible for this interest rate reduction, the project will be required to provide employee shower, locker, and bicycle facilities as part of their overall development. ***The project participated and received approval through an RDA Design Review process. ****The project will be an all-electric building that will include rooftop solar and the Project has been designed to a LEED-Silver equivalent standard. *****The interest rate provided is an estimate. The final interest rate will be based on the U.S. Treasury Yield Curve Rate, as determined by the term of the loan, at loan closing. • Term: 5 years • Amortization: 20 years • Payments: Hard repayments with balloon payment due at the end of the term. • Security: A first position lien on the property. • Disbursement: Loan proceeds shall be disbursed through construction draws. CONDITIONS FOR LOAN CLOSING Prior to loan closing, the Applicant will complete the following: • RDA approves all terms of the loan. • Obtain all required City approvals. • Execute loan documents (e .g. promissory notes , loan agreements , security documents , and guarantees) as deemed necessary by the RDA and its legal counsel. • Receive approval from the RDA and its legal counsel of all matters pertaining to title, legality of the loan, and the legality, sufficiency, and the form and substance of all documents that are deemed reasonably necessary for the loan transaction. • Provide evidence of insurance in such amounts and with such coverage as deemed necessary by the RDA for the Property . • Such other terms as recommended by the RDA's legal counsel and staff. OTHER CONDITIONS • The Project shall operate as the intended use over the term. • The Project shall remain in good financial and legal standing over the term . RDA Resolution 6 of 2022 Bicycle Collective Loan Final Audit Report 2022-06-13 Created : 2022-05-13 By : Thais Stewart (thais .stewart@slcgov .com) Status: Signed Transaction ID : CBJCHBCAABAAzdtp YWSNvSvo6Zkn 10 _uS0yefOGrFWq2 "RDA Resolution 6 of 2022 Bicycle Collective Loan" History t'.:l Document created by Thais Stewart (thais.stewart@slcgov.com) 2022-05-13 -3:12:47 PM GMT ~ Document emailed to Sara Montoya (sara.montoya@slcgov.com) for signature 2022-05-1 3 -3 :14 :16 PM GMT t'.:l Email viewed by Sara Montoya (sara .montoya@slcgov .com) 2022-05-18 -4:47:20 PM GMT 0@ Document e-signed by Sara Montoya (sara .montoya@slcgov.com) Signature Date : 2022-05-18 -4:47:43 PM GMT -Time Sou rce: server ~ Document emailed to Ana Valdemoros (ana.valdemoros@slcgov.com) for signature 2022-05-18 -4:47:46 PM GMT t'.:l Email viewed by Ana Valdemoros (ana.valdemoros@slcgov.com) 2022-05-19 -7 :53 :13 AM GMT t'.:l Email viewed by Ana Valdemoros (ana.valdemoros@slcgov.com) 2022-05-20 -5 :24 :32 PM GMT t'.:l Email viewed by Ana Valdemoros (ana .valdemoros@slcgov.com) 2022-05-21 -7:45 :24 PM GMT t'.:l Email viewed by Ana Valdemoros (ana .valdemoros@slcgov .com) 2022-05-23 -5:25:24 PM GMT t'.:l Email viewed by Ana Valdemoros (ana.valdemoros@slcgov.com) 2022-05-26 -1: 13 :01 AM GMT 0o Document e-signed by Ana Valdemoros (ana .valdemoros@slcgov .com) Signature Date : 2022-05-26 -1 :13:29 AM GMT -Time Source: seNer q. Document emailed to Erin Mendenhall (erin.mendenhall@slcgov .com) for signature 2022-05-26-1:13:31 AM GMT f'.l Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com) 2022-05-26 -2:59 :53 AM GMT f:l Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com) 2022-05-27 -4:46 :54 PM GMT f:l Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com) 2022-05-28 -5:28:42 AM GMT f'.l Email viewed by Erin Mendenhall (erin .mendenhall@slcgov.com) 2022-05-29 -6 :08 :30 AM GMT f'.l Email viewed by Erin Mendenhall (erin .mendenhall@slcgov.com) 2022-05-30 -3:53:36 AM GMT f'.l Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com) 2022-05-31 -2:00:00 PM GMT f'.l Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com) 2022-06-01 -4:50:16 AM GMT f:l Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com) 2022-06-03 -5:17:22 AM GMT f:l Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com) 2022-06-04 -3:49 :06 AM GMT f'.l Email viewed by Erin Mendenhall (erin.mendenhall@slcgov.com) 2022-06-10 -9:10 :08 PM GMT 0o Document e-signed by Erin Mendenhall (erin .mendenhall@slcgov.com) Signature Date : 2022-06-10 -9:10:24 PM GMT -Time Source: seNer q. Document emailed to Cindy Trishman (cindy.trishman@slcgov.com) for signature 2022-06-10 -9:10:27 PM GMT 0o Document e-signed by Cindy Trishman (cindy .trishman@slcgov.com) Signature Date : 2022-06-13 -2 :29:51 PM GMT -Time Source: seNer 9 Agreement completed . 2022-06-13 -2 :29 :51 PM GMT REDEVELOPMENT AGENCY OF SALT LAKE CITY RESOLUTION NO. _______________ Amending Loan Terms and Approving an Exception to the Loan Policy for a Loan to Bicycle Collective RESOLUTION OF THE BOARD OF DIRECTORS OF THE REDEVELOPMENT AGENCY OF SALT LAKE CITY APPROVING AN AMENDED TERM SHEET AND AN EXCEPTION TO THE LOAN POLICY FOR A LOAN TO THE BICYCLE COLLECTIVE FOR A COMMERCIAL DEVELOPMENT PROJECT LOCATED AT APPROXIMATELY 901 SOUTH GALE STREET WHEREAS, the Redevelopment Agency of Salt Lake City (“RDA”) was created to transact the business and exercise the powers provided for in the Utah Community Reinvestment Agency Act. WHEREAS, the RDA has a revolving loan fund to provide construction loans for projects located in its project areas that it manages in accordance with the RDA Loan Program Policy (“Policy”). WHEREAS, the Policy provides that the base interest rate for loans will be set at the closing of the loan. WHEREAS, on May 10, 2022, in accordance with the Policy, the RDA Board of Directors (the “Board”) approved resolution R-6-2022 allocating the funding and approving terms of a loan in the amount of $1,750,000 to Bicycle Collective, a Utah nonprofit entity (the “Developer”), in connection with the a commercial development to house its headquarters (the “Project”) on the property consisting of approximately 0.26 acres located at approximately 901 South Gale Street. WHEREAS, the Developer has requested to increase the loan amount to $2,250,000 and requested an exception to the Policy to set the base interest rate as the rate of 5.66% as reflected in Exhibit A: Term Sheet. WHEREAS, on September 21, 2022, the RDA Finance Committee (“Committee”) reviewed Developer’s requested changes to the loan terms and interest rate exception. WHEREAS, based on the Committee’s recommendations, the RDA staff recommends the Board approve the attached amended set of terms (the “Term Sheet”) for the loan to the Developer, as borrower, for the Project. Additionally, the RDA staff recommends approving an exception to the Policy to set the base interest rate at the rate stated in the Term Sheet and such exception shall be valid for six months from the date of this resolution. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Redevelopment Agency of Salt Lake City that it approves the loan outlined in the Term Sheet attached hereto, subject to revisions that do not materially affect the rights and obligations of the RDA hereunder. The Board authorizes the waiver of the Policy to set the base interest rate at the rate stated on the Term Sheet, which waiver shall be valid for six months from the date of this ATTACHMENT F: RESOLUTION resolution. The Board authorizes the Executive Director to negotiate and execute the loan agreement and any other relevant documents consistent with the Term Sheet, and incorporating such other terms and agreements as recommended by the City Attorney’s office. Passed by the Board of Directors of the Redevelopment Agency of Salt Lake City, this ____ day of October, 2022. _________________________________ Ana Valdemoros, Chair Approved as to form: __________________________________ Salt Lake City Attorney’s Office Allison Parks Date:____________________________ The Executive Director: ____ does not request reconsideration ____ requests reconsideration at the next regular Agency meeting. ________________________________ Erin Mendenhall, Executive Director Attest: ________________________ City Recorder September 23, 2022 EXHIBIT A: LOAN TERM SHEET APPLICANT Bicycle Collective (“Applicant”), a nonprofit entity ADDRESS Property located at approximately 901 S Gale Street PROPOSED LOAN TERMS • Amount: $2,250,000 • Eligible Uses: Construction costs • Interest Rate: RDA Loan Program Base Rate (U.S. Treasury Yield plus 3%) 5.66%* Public Benefit Interest Rate Reduction: • Public Amenities** • Transit Alternatives*** • Architecture and Urban Design**** • Sustainability***** -0.5% -0.5% -0.5% -0.5% Final Interest Rate****** 3.66% RDA staff will confirm the Project qualifies for the applicable interest rate reductions. Any changes to the project could result in changes to the interest rate reductions: * Base interest rate shall be locked at this 5.66%, as opposed to the rate at closing. This rate is based on the U.S. Treasury Yield Curve Rate, as determined by the term of the loan, and shall be valid for 6 months. **To be eligible for this interest rate reduction, the project will include a public art amenity ***To be eligible for this interest rate reduction, the project will be required to provide employee shower, locker, and bicycle facilities as part of their overall development. ****The project participated and received approval through an RDA Design Review process. *****The project will be an all-electric building that will include rooftop solar and the Project has been designed to a LEED-Silver equivalent standard. ******The final interest rate will be based on 5.66% base interest minus eligible interest rate reductions. • Term: 5 years • Amortization: 20 years • Payments: Hard repayments with balloon payment due at the end of the term. • Security: A first position lien on the property. • Disbursement: Loan proceeds shall be disbursed through construction draws. CONDITIONS FOR LOAN CLOSING Prior to loan closing, the Applicant will complete the following: • RDA approves all terms of the loan. LOAN TERM SHEET Bicycle Collective -RDA LOAN RDA LOAN PROGRAM • Obtain all required City approvals. • Execute loan documents (e.g. promissory notes, loan agreements, security documents, and guarantees) as deemed necessary by the RDA and its legal counsel. • Receive approval from the RDA and its legal counsel of all matters pertaining to title, legality of the loan, and the legality, sufficiency, and the form and substance of all documents that are deemed reasonably necessary for the loan transaction. • Provide evidence of insurance in such amounts and with such coverage as deemed necessary by the RDA for the Property. • Such other terms as recommended by the RDA’s legal counsel and staff. OTHER CONDITIONS • The Project shall operate as the intended use over the term. • The Project shall remain in good financial and legal standing over the term.