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HRA 06/01/2017 June 1,2017 HRA Meeting Regular Meeting Agenda 7:00 p.m. Call to order Roll call. Action Items 1. Approval of Expenditures 2. Approval of May 4, 2017 Meeting Minutes 3. Annual Election of Officers 4. Approval of Development Agreement NS Rail Housing Development 5. Metropolitan Council LCDA Application Resolution of Support 6. Approval of 4M Fund Membership Informational Items 1. Northern Stacks Update 2. Housing Program Update Adjournment K:\HRA\HRA Agenda Packets\2017 Agenda PacketsUune 1,2017\1-June-2017Agenda Outline.docxK:\HRA\HRA Agenda Packets\2017 Agenda PacketsUune 1,2017\1 -June-2017Agenda Outline.docx fin•n/' Fridleyy HOUSING AND REDEVELOPMENT AUTHORITY MEETING OF JUNE 1, 2017 7:00 p.m. - City Council Chambers Sign-in Sheet Please print name, address and item number you are interested in. Print Name (Clearly), Address Item No. PC0J) 0-0,-0 j 3 52 4i c,;,1 11-12 S 1 yam, vviolj Check Report air City of Fridley, MN By Check Number Date Range: 04/21/2017 -05/09/2017 Fridley Vendor Number Vendor Name Payment Date Payment Type Discount Amount Payment Amount Number Bank Code:APBNK-HRA-APBNK-HRA hra-1613 PRINT CENTRAL 04/26/2017 Regular 0.00 57.07 30009 hra-311 CENTER FOR ENERGY&ENVIRONMENT 04/26/2017 Regular 0.00 850.00 30010 hra-623 FRIDLEY,CITY OF 05/03/2017 Regular 0.00 64.33 30011 hra-1341 METRO NORTH CHAMBER OF COMMERCE 05/09/2017 Regular 0.00 384.00 30012 hra-311 CENTER FOR ENERGY&ENVIRONMENT 05/09/2017 Regular 0.00 14,237.94 30013 hra-623 FRIDLEY,CITY OF 05/09/2017 Regular 0.00 56,966.14 30014 Bank Code APBNK-HRA Summary Payable Payment Payment Type Count Count Discount Payment Regular Checks 8 6 0.00 72,559.48 Manual Checks 0 0 0.00 0.00 Voided Checks 0 0 0.00 0.00 Bank Drafts 0 0 0.00 0.00 EFT's 0 0 0.00 0.00 8 6 0.00 72,559.48 Page 1 of 2 5/9/2017 1:49:45 PM Check Report Date Range:04/21/2017-05/09/2017 Fund Summary Fund Name Period Amount 099 Pooled Cash-HRA 4/2017 907.07 099 Pooled Cash-HRA 5/2017 71,652.41 72,559.48 5/9/2017 1:49:45 PM Page 2 of 2 CITY OF FRIDLEY HOUSING AND REDEVELOPMENT AUTHORITY MEETING May 4, 2017 Chairperson Pro Tem Gabel called the Housing and Redevelopment Authority Meeting to order at 7:08 p.m. MEMBERS PRESENT: William Holm Pat Gabel Stephen Eggert Gordon Backlund Kyle Mulrooney OTHERS PRESENT: Paul Bolin, HRA Assistant Executive Director Wally Wysopal, City Manager Jim Casserly, Development Consultant Action Items 1. Approval of Expenditures. MOTION by Commissioner Eggert approving the expenditures. Seconded by Commissioner Holm. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM GABEL DECLARED THE MOTION CARRIED UNANIMOUSLY. 2. Approval of the April 6,2017, Meeting Minutes. MOTION by Commission Holm approving the minutes. Seconded by Commissioner Eggert. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM GABEL DECLARED THE MOTION CARRIED UNANIMOUSLY. 3. Public Hearing & Approval of Lot Sale—5875 Second Street. MOTION by Commissioner Holm to open the public hearing. Seconded by Commissioner Eggert. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM GABEL DECLARED THE MOTION CARRIED UNANIMOUSLY AND THE PUBLIC HEARING WAS OPENED AT 7:09 P.M. Housing and Redevelopment Authority Meeting of May 4, 2017 2 Paul Bolin, HRA Assistant Executive Director, stated Mark Grotewold of Grotewold Homes submitted a lot reservation agreement to purchase the property at 5875 Second Street for $35,000. This was a property that the Authority purchased and demolished the existing home back in 2014. The lot is 85 feet wide, 130 feet deep, has some tree coverage on it, and sits right across from Skyline Park. Mr. Bolin stated Mr. Grotewold is working with his architect right now to come up with a home plan that fits on the site and also meets the criteria for the Housing Replacement Program. As the HRA has done in the past with some of these, because they need the HRA's approval and there is the 60-day timeframe with the lot reservation agreement, staff sometimes asks the HRA to approve these things before they have the plans. However, if they do not get plans that meet the requirements of the Program, they simply do not close on the property. That is how this is before the Commission tonight as well. They are still working on the plans. Mr. Bolin stated staff recommends approval of the Resolution authorizing the sale to Grotewold Homes & Remodeling upon submittal of home plans meeting the Housing Replacement Program criteria. Chairperson Pro Tem Gabel stated this is pretty straightforward. They have done this several times before. Commissioner Eggert asked Mr. Bolin do they have many lots like this left to sell? Mr. Bolin replied they have sold all of them except for one, 650 Ely Street, and that one is a 50-foot wide lot, but it is in the flood fringe zone so it needs to be built to FEMA standards; therefore, it is not an easy lot to build on. Commissioner Holm stated that is a beautiful lot that is being sold. It is a very nice lot. There is a lot of tree coverage. MOTION by Commissioner Backlund to close the public hearing. Seconded by Commissioner Eggert. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM GABEL DECLARED THE MOTION CARRIED UNANIMOUSLY AND THE PUBLIC HEARING WAS CLOSED AT 7:12 P.M. MOTION by Commissioner Holm adopting the HRA Resolution Authorizing the Sale of Residential Property by Housing and Redevelopment Authority for the Lot at 5875 Second Street NE. Seconded by Commissioner Mulrooney. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM GABEL DECLARED THE MOTION CARRIED UNANIMOUSLY. Housing and Redevelopment Authority Meeting of May 4, 2017 3 4. Approval of Contract for Exclusive Negotiations—Locke Park Pointe Mr. Bolin stated after a lengthy request for qualifications process, the HRA selected last month to work with the Flaherty & Collins/Landform Group to lead the private development to build housing around the new city hall. Last month the HRA also approved the HRA staff and attorney to start working on the agreements necessary to move the project forward. There are a number of tasks they need the developer to complete before continuing on with the project and before they can come up with an all-inclusive redevelopment agreement. The developer still needs to conduct some market studies. There is quite a bit of design work to be done yet, engineering, and then of course the financial analysis which is a very important piece for the Authority. Mr. Bolin stated in order to protect the HRA and the developer, staff has put together a Contract for Exclusive Negotiations that will provide the time needed for the developer to get all of those tasks taken care of. The HRA has seen these contracts before. They have used these with the Hyde Project and did one like this with the Cielo Project as well. Attorney Jim Casserly is present as well. He took the lead role in putting together the Agreement. Staff recommends approval of that Contract. Commissioner Holm stated this Contract goes for approximately six months, until November 1. He asked whether at that point in time they need to make a decision whether they proceed with that particular developer? Jim Casserly, HRA Attorney, replied, that is correct. They would hope to know well before November 1. They simply put in that date as a default date. They actually plan on negotiating an agreement during the summer and hopefully have it to the HRA no later than the September meeting. They should know an awful lot more in the next 60 days. Attorney Casserly stated after staff prepared this, the developer contacted them and told them the Secretary of State would not let them use this specific name for some reason. He needed to change the name on the Agreement and on the Resolution. Instead of having Lock Pointe Fridley, LLC, it needs to be Locke Park Pointe, LLC. He has already made the changes in a master agreement. He asked that it be added into the motion, and then he will make sure it is right. He has their actual corporation papers so he knows this is correct. Chairperson Pro Tem Gabel asked attorney Casserly whether this is pretty standard as far as he is concerned? Is there anything unusual the Commission needs to be aware of? Attorney Casserly replied, for this one there really is not. What the redeveloper really wants is to be protected when they are actually out spending money, doing analyses and site plan, doing a bunch of work. During this period of time they really want to know the HRA is not going to be dealing with anybody else. They were selected as the master developer, but they have no agreement other than they like you folks, please come do work. This starts to formalize their relationship, and they also identify in this Contract a number of the issues they need to address in a redevelopment contract. They also make it clear that any of the civil work and other kinds of Housing and Redevelopment Authority Meeting of May 4, 2017 4 work that they do, that if they cannot reach an agreement, the HRA has a right to any of those documents that they prepare as long as they are not a proprietary business type of document. Chairperson Pro Tem Gabel stated, and they have done this before. Attorney Casserly replied, this is the fourth time for sure the HRA has done an agreement like this. Any major project that takes a while to put together, the developer normally wants to have some level of comfort that, if they do all of this investment into the site, that the HRA will be working with them. MOTION by Commissioner Backlund approving the Contract for Exclusive Negotiations — Locke Park Pointe with name being amended to be Locke Park Pointe, LLC. Seconded by Commissioner Holm. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM GABEL DECLARED THE MOTION CARRIED UNANIMOUSLY. Informational items 1. Fridley Job Fair Update Mr. Bolin stated as staff has been out meeting with businesses over the last few years, they have heard from a number of them stating they have been having trouble filling positions. As the HRA did in 2016, they held another job fair in partnership with the Anoka County Workforce Center and the State Department of Employment and Economic Development. Mr. Bolin stated they held this at the Fridley Community Center on April 18. They had about 20 employers there, and they had about 100 job seekers come through. The businesses that were all there were very happy with both the quantity and the quality of the folks who came in to meet with them. It was just a three-hour long job fair. Last year they ran it for about six hours, and the feedback from employers was that it was too long. This year they scaled it back and everybody was happy and thought three hours was adequate. Chairperson Pro Tern Gabel asked Mr. Bolin if he knew if there were any successful connections out of that with people receiving employment? Mr. Bolin replied, he has not heard back yet on this year's job fair, but last year there were quite a few people hired because of the job fair. 2. Housing Program Update Mr. Bolin stated there was 1 loan closed in April, giving them 1 for year to date. CE has a new marketing person and in the next couple of weeks they should see a postcard coming out to their homes promoting both the loan program as well as the Remodeling Advisor visit program. She will also be doing the targeted marketing mailing to the mobile home park. If they recall last Housing and Redevelopment Authority Meeting of May 4, 2017 5 year they approved a mobile home loan. They will try and get those loan numbers up. As to Remodeling Advisor visits they were surprising because typically the Home and Garden Show generates quite a few Home Remodeling Advisor visits right after that. However, the new marketing person for CE seems fairly energetic and wants to help the HRA get their numbers up. She has been in contact with the City's communications person. There are a number of tweets and Facebook postings she was sending over for the City to retweet to help get the word out there on these programs. Mr. Bolin stated the Home Energy Squad did 3 visits in April, and they have 23 for the year to date. Chairperson Pro Tem Gabel asked whether they have not had anyone show any interest in their commercial loans? Mr. Bolin replied if she will recall with the HRA's program, they are really kind of closing that last little gap. The HRA's funds are typically going to be second or third in line. They have partnered with the Central Minnesota Development Corporation on that program and. Over the past two years since the HRA approved the program, staff has talked with a number of businesses; but nobody has actually needed to take advantage of the HRA's actual loan dollars yet. ADJOURN: MOTION by Commissioner Eggert to adjourn. Seconded by Commissioner Backlund. UPON A VOICE VOTE, ALL VOTING AYE, CHAIRPERSON PRO TEM GABEL DECLARED THE MOTION CARRIED UNANIMOUSLY AND THE MEETING ADJOURNED AT 7:24 P.M. Respectfully submitted, Denise M. Johnson Recording Secretary ACTION ITEM 1,,i!!!,d4HRA REGULAR MEETING JUNE 1 , 2017 Date: May 24, 2017 To: Wally Wysopal, City Manager/HRA Executive Director From: Paul Bolin, Asst. Executive HRA Director Subject: Election of Officers Article V, Section 3 of the Authority's by-laws requires the Board of Commissioners to annually elect a Chair and Vice Chair. Below is a list of the commissioners and the length of their current appointments. Commissioner End of Term Bill Holm June 2022 Gordon Backlund June 2021 Stephen Eggert June 2020 Kyle Mulrooney June 2019 Pat Gabel (Vice Chair) June 2018 Recommendation Staff recommends that the Authority elect a Chair and Vice Chair, as required by the Authority's by-laws, to serve through June 2018. MONROE MONc 7760 France Avenue South r 952.885.5999 D Suite 700 F 952.885.5969 BERG Minneapolis,MN 55435-5844 MMBLawFirrn.com James R.Casserly jcasserly@mmblawfirm.com Direct 952-885-1296 MEMORANDUM To: Housing and Redevelopment Authority in and for the City of Fridley Attn: Paul Bolin, Assistant Executive Director Attn: Wally Wysopal, Executive Director From: James R. Casserly, Esq. Vickie Loher-Johnson, Esq. Date: May 23, 2017 Re: Redevelopment Contract with Sherman Associates Development, LLC Our File No. 9571-85 Sherman Associates Development, LLC (the "Redeveloper") has previously presented to the Authority its proposal to develop a three-phase multi-family housing project on the Northstar site and property immediately adjacent to it on the south. Phase 1 would be a 71-unit mixed income project; Phase 2A would be a market rate rental housing project; and Phase 2B would be a 90-unit market rate rental housing project. Phase 1 is shown on the southeast corner of the Master Plan attached as Schedule E to the Contract for Private Redevelopment between the HRA and the Redeveloper (the "Contract"). The following attachments are included with this memo: 1. the Contract; 2. the Resolution authorizing execution of the Contract; 3. Plat of Fridley Northstar Station East; 4. a map of the redevelopment project area and TIF District No. 22; and 5. a TI Analysis for Phase 1 of the project. Phase 1 of the project will not proceed unless the Redeveloper receives approval for the use of Low-Income Housing Tax Credits ("LIHTC"). The Minnesota Housing Finance Agency ("MHFA") awards the credits in November of each year. Because the Redeveloper does not have title to the site, it is necessary for the Authority to execute the Contract, which contains the terms of a purchase agreement, as well as the normal provisions in a contract for private redevelopment. As mentioned above, Phase 1 of the project would be located in the southeast corner of the Master Plan and is described on the Master Plan as mixed-income southeast (Phase 1). Phase 1 would be a portion of lot 1 and lot 1A as shown on the Plat and would be parcel 38 as shown on the map. The pertinent terms of the Contract are as follows: 1. The project will only proceed if MHFA provides LIHTC (Section 3.2(b)). 2. Assuming that the tax credits are approved, the Redeveloper will close with the Authority and will pay the Authority $400,000 for the Phase 1 site (Section 3.1(c)). 3. Upon completion of the project, which must occur by December 31, 2019 (Section 4.3(a)), the Authority will issue a Note in the amount of $626,000 (Section 3.4). The Note is Schedule H of the Contract. Payment on the Note will be made from tax increment which results from the construction of the Phase 1 units. 4. The attached TI Analysis indicates that the Note could be paid off in 2035. 5. Contained in the Contract at Section 8.4 is an Option. The Option allows the Redeveloper to purchase the remaining property and allows the Redeveloper and the Authority 15 months from the date of Closing on the Phase 1 property to reach agreement on the remainder of the site. 6. In order for the Redeveloper to continue receiving tax increment, the Redeveloper must maintain the site as rental housing for low and moderate income individuals. This requirement is in Section 2.2(o) of the Contract. 7. The remaining provisions in the Contract are very similar to other contracts the Authority has executed, including the Cielo project currently under construction. If the Authority wishes to approve the Contract, then it should adopt the Resolution which is attached. While the transaction seems complex, there is really nothing unusual about the terms. Please contact us if we can provide any assistance in reviewing the terms, and we will be available at the HRA meeting to answer any questions. JRC/rc 4849-8583-0985,v. 1 EXECUTION: June 1, 2017 CONTRACT FOR PRIVATE REDEVELOPMENT By and Between the HOUSING AND REDEVELOPMENT AUTHORITY In and For THE CITY OF FRIDLEY, MINNESOTA And SHERMAN ASSOCIATES DEVELOPMENT LLC This document was drafted by: James R. Casserly, Esq. Vickie Loher Johnson, Esq. Monroe Moxness Berg PA 7760 France Ave South, Suite 700 Minneapolis, MN 55435 952-885-5999 CONTRACT FOR PRIVATE REDEVELOPMENT THIS AGREEMENT, made as of the day of , 2017, by and between the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota (the "Authority"), a political subdivision of the State of Minnesota organized under the Constitution and laws of the State of Minnesota and Sherman Associates Development LLC (the "Redeveloper"), a Minnesota limited liability company organized under the laws of the State of Minnesota. WITNESSETH: WHEREAS, the Board of Commissioners (the "Board") of the Authority has determined that there is a need for development and redevelopment within the corporate limits of the City to provide employment opportunities, to provide adequate housing in the City, to improve the tax base and to improve the general economy of the City and the State of Minnesota; WHEREAS, in furtherance of these objectives, the Authority has established, pursuant to Minnesota Statutes, Sections 469.001 et seq. (the "Act"), the redevelopment plan known as the Modified Redevelopment Plan for its Redevelopment Project No. 1 (the "Project Area") which plan, as amended, and as it may be amended, is hereinafter referred to as the "Redevelopment Plan" in the City to encourage and provide maximum opportunity for private development and redevelopment of certain property in the City which is not now in its highest and best use; WHEREAS, in connection with the Project Area, Tax Increment Financing District No. 22 (the "Tax Increment District") has been approved by the Authority and the City and the Tax Increment Financing Plan has been certified by Anoka County and filed with the State, pursuant to the Minnesota Tax Increment Financing Act contained in Minnesota Statutes, Section 469.174 to 469.1799; WHEREAS, major objectives in establishing the Redevelopment Plan are to: 1. Promote and secure the prompt redevelopment of certain property in the Project Area, which property is not now in its highest and best use in a manner consistent with the City's Comprehensive Plan and with a minimum adverse impact on the environment, and thereby promote and secure the redevelopment of other land in the City. 2. Secure additional employment opportunities within the Project Area and the City for residents of the City and the surrounding area, thereby improving living standards, reducing unemployment and the loss of skilled and unskilled labor and other human resources in the City. 3. Prevent the deterioration of and secure the increase of commercial/industrial property subject to taxation by the City, Independent School Districts, Anoka County, and the other taxing jurisdictions in order to better enable such entities to pay for governmental services and programs required to be provided by them. 4. Provide for the financing and construction for public improvements in and adjacent to the Project Area necessary for the orderly and beneficial redevelopment of the Project Area and adjacent areas of the City. 5. Promote the concentration of new desirable housing, retail, and other appropriate redevelopment in the Project Area so as to maintain the area in a manner compatible with its accessibility and prominence in the City. 6. Encourage local business expansion, improvement, and redevelopment, whenever possible. 7. Create a desirable and unique character within the Project Area through quality land use alternatives and design quality in new or remodeled buildings; and 8. Encourage and provide maximum opportunity for private redevelopment of existing areas and structures which are compatible with the Project Area. WHEREAS, in order to achieve the objectives of the Authority and City in creating the Project Area and adopting the Redevelopment Plan the Authority is prepared to provide assistance in accordance with this Agreement; and WHEREAS, the Authority believes that the development and redevelopment of the Project Area pursuant to this Agreement, and fulfillment generally of the terms of this Agreement, are in the vital and best interests of the Authority and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of applicable federal, state and local laws under which the development and redevelopment are being undertaken and assisted. NOW, THEREFORE, in consideration of the premises and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 2 ARTICLE I Definitions Section 1.1. Definitions. In this Agreement, unless a different meaning clearly appears from the context: "Act" means the Minnesota Statutes, Sections 469.001 to 469.047, as amended. "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Authority" means the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota. "Available Tax Increment" means 90% of the Tax Increment. "Certificate of Completion" means the certification, in the form of the certificate contained in Schedule D attached to and made a part of this Agreement, provided to the Redeveloper, pursuant to Section 4.4 of this Agreement. "City" means the City of Fridley, Minnesota, or its successors or assigns. "Construction Plans" means the plans, specifications, drawings and related documents on the construction work to be performed by the Redeveloper on the Redevelopment Property which shall be as detailed as the plans, specifications, drawings and related documents which are submitted to the building official of the City and which includes at least the following for each building: (1) site plan; (2) foundation plan; (3) floor plan for each floor; (4) elevations (all sides); (5) facade and landscape plan; and (6) such other plans or supplements to the foregoing plans as the City may reasonably request. "County" means the County of Anoka, Minnesota. "Date of Closing" means the date or dates set forth in Section 3.1(b). "Estimated Market Value" or "Market Valuation" means the market value of real property as determined by the county assessor of the County in accordance with Minnesota Statutes, Section 469.177, subd. 8 (or as finally adjusted by any assessor, board of equalization, commissioner of revenue, or any court). "Event of Default" means an action by the Redeveloper described in Section 7.1 of this Agreement. "Master Plan" means the Fridley LRT Station Full Phase Master Plan dated January 26, 2017, attached as Schedule E. 3 "Minimum Improvements" means the Site Improvements and improvements to be constructed by the Redeveloper on the Redevelopment Property which improvements consist of approximately 71 mixed-income rental units in a 4-story building as shown on the Master Plan as Phase I. "Minnesota Critical Areas Act" means the statutes located at Minnesota Statutes, Section 116G.01 et seq., as amended. "Minnesota Environmental Policy Act" means the statutes located at Minnesota Statutes, Sections 116D.01 et seq., as amended. "Minnesota Environmental Rights Act" means the statutes located at Minnesota Statutes, Sections 116B.01 et seq., as amended. "National Environmental Policy Act" means the federal law located at 42 U.S.C. Sub. Sect. 4331 et seq., as amended. "Note" means the Limited Revenue Tax Increment Note in the principal amount not to exceed Six Hundred Twenty-Six Thousand Dollars ($626,000.00), substantially in the form of Schedule H attached to and made a part of this Agreement, and to be made by the Authority payable to the order of the Redeveloper in accordance with Article III of this Agreement. Interest on the Note shall be 5.0% commencing on the date the Certificate of Completion is issued. "Party" means a party to this Agreement. "Park Improvements" means the improvements and amenities as described more specifically on the Site Plan. "Project" means the Redevelopment Property and the Minimum Improvements. "Purchase Price" means the sum of $400,000. "Redeveloper" means Sherman Associates Development LLC, a Minnesota limited liability company, organized under the laws of the State of Minnesota, its permitted successors or assigns, or an affiliated entity as described in Section 6.2(a). "Redevelopment Plan" means the Modified Redevelopment Plan adopted by the Authority in connection with its Redevelopment Project No. 1 . "Redevelopment Property" means the real property upon which the Minimum Improvements are to be constructed, which real property is described on Schedule A of this Agreement. "Redevelopment Property Deed" means a quit claim deed or deeds, substantially in the form of the deed in Schedule B of this Agreement, used to convey the Redevelopment Property from the Authority to the Redeveloper. 4 "Site Improvements" means the improvements to be constructed by the Redeveloper on the Redevelopment Property as shown on Schedule F. "State" means the State of Minnesota. "Tax Increment" means only that portion of the real estate taxes paid with respect to the Redevelopment Property which is remitted to the Authority as tax increment from the Tax Increment District pursuant to the Tax Increment Act. "Tax Increment Act" means the Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.179, as amended and as it may be amended. "Tax Increment District" means the Tax Increment Financing District No. 22 approved and adopted by the Authority and the City within the Redevelopment Project No. 1 pursuant to the Tax Increment Act. "Tax Official" means any City or county assessor, County auditor, City, County or State board of equalization, the commissioner of revenue of the State, or any State or federal district court, the tax court of the State, the State Court of Appeals or the State Supreme Court. "Termination Date" means the date on which this Agreement is terminated in accordance with the provisions contained in Articles VII or IX. "Unavoidable Delays" means delays in the performance of a party's obligations herein, which delays are outside the control of the party claiming its occurrence, and which are the direct result of unforeseeable events or causes, including but not limited to acts of God, act of war or terrorism, acts of the public enemy, acts of the state, federal and local government (except that the Authority may not create an Unavoidable Delay by virtue of its own action), acts of the other party, strikes, delay in condemnation proceedings for the Property, other labor troubles, fire, floods, epidemics, quarantines, restrictions, unavailability of power, unavailability of materials, delays due to damage or destruction of the Minimum Improvements, discovery of hazardous materials or other concealed site conditions or delays of contractors due to such discovery, acts of governmental entities including legislative or administrative actions taken by entity, unusually adverse weather or delays of contractors due to such causes, unforeseen environmental issues, and litigation commenced by third parties which by injunction or other similar judicial action directly results in delays and other casualty to the Minimum Improvements, the Redevelopment Property or the equipment used to construct the Minimum Improvements. 5 ARTICLE II Representations and Warranties Section 2.1. Representations by the Authority. The Authority represents and warrants that: (a) The Authority is a public body duly organized and existing under the laws of the State. Under the provisions of the Act, the Authority has the power to enter into this Agreement and carry out its obligations hereunder. (b) The Authority has created, adopted and approved the Redevelopment Program in accordance with the terms of the Act. (c) The Authority has created, adopted and approved the Tax Increment District pursuant to the Tax Increment Act. (d) The Authority, subject to Unavoidable Delays, will convey the Redevelopment Property to the Redeveloper pursuant to and subject to Article III hereof for uses in accordance with the Redevelopment Program and this Agreement. (e) The Authority will cooperate with the Redeveloper with respect to any litigation commenced by third parties in connection with this Agreement. (f) The Authority makes no representation, guarantee, or warranty, either express or implied, and hereby assumes no responsibility or liability as to the Redevelopment Property or its condition (regarding soils, pollutants, hazardous wastes or otherwise) except as described in Section 2.1(g). (g) The Authority has no knowledge as to the presence of hazardous substances (as the same are described in the regulations promulgated under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, and/or in the environmental laws of the State of Minnesota, and specifically including petroleum and related hydrocarbons and their byproducts, asbestos, and polychlorinated biphenyls) in, on or under the Redevelopment property, except as expressly set forth in the reports described in Schedule C, copies of which have been delivered by the Authority to the Redeveloper. The Authority's representations and warranties shall survive the delivery of the deed for the Redevelopment Property to the Redeveloper. Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper represents and warrants that: (a) The Redeveloper will purchase the Redevelopment Property from the Authority pursuant to Article III hereof and in the event the Redevelopment Property is conveyed to the Redeveloper, then the Redeveloper will construct the Minimum Improvements in accordance with the terms of this Agreement, the Redevelopment 6 Program and all local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations). (b) At the time of construction of the Minimum Improvements, the Redeveloper will have complied with all applicable local, state and federal environmental laws and regulations, and will have obtained any and all necessary environmental reviews, licenses or clearances under (and is in compliance with the requirements of) the National Environmental Policy Act, the Minnesota Environmental Policy Act, and Minnesota Critical Areas, Act of 1973. As of the date of execution of this Agreement, the Redeveloper is aware of no facts, the existence of which would cause it to be in violation of any local, state or federal environmental law, regulation or review procedure or which would give any person a valid claim under the Minnesota Environmental Rights Act. (c) The Redeveloper will construct the Minimum Improvements in accordance with all applicable local, state or federal energy-conservation laws or regulations. (d) The Redeveloper will obtain all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all applicable local, state and federal laws and regulations which must be obtained or met before the Minimum Improvements may be lawfully constructed. (e) The Redeveloper is a limited liability company organized under the laws of the State of Minnesota, is authorized to transact business in the State, has duly authorized the execution of this Agreement and the performance of its obligations hereunder, and neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. (f) The Redeveloper agrees that it will cooperate with the Authority with respect to any litigation commenced by third parties in connection with this Agreement. (g) Whenever any Event of Default occurs and continues beyond the expiration of any applicable cure period and the Authority shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of the Redeveloper under this Agreement, the Redeveloper agrees that it shall, within thirty (30) days of written demand by the Authority, pay to the Authority the reasonable fees of such attorneys and such other reasonable expenses so incurred by the Authority. 7 (h) The financing arrangements which the Redeveloper has obtained or will obtain to finance construction of the Minimum Improvements will be sufficient to enable the Redeveloper to successfully complete the Minimum Improvements as contemplated in this Agreement. (i) The construction of the Minimum Improvements with the income and rent restrictions, in the opinion of the Redeveloper, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future without the assistance provided by the Authority pursuant to this Agreement. (j) The Redeveloper shall not allow any use or occupancy of the Redevelopment Property or Minimum Improvements by a "Sexually Orientated Business" as defined in Ordinance No. 965 of the City's Code. (k) Once acquired by the Redeveloper, the Redevelopment Property shall not become exempt from the levy of ad valorem property taxes, or any statutorily authorized alternative, and any improvements of any kind constructed on the Redevelopment Property shall similarly not become exempt until after the dissolution or other termination of the Tax Increment District. The Redeveloper acknowledges and agrees that the Declaration of Restrictive Covenants and Prohibition Against Tax Exemption attached hereto as Schedule G ("Declaration") shall be recorded against the Redevelopment Property on the Date of Closing. (I) The Redeveloper agrees, notwithstanding the provisions of Article VI, that it will not assign, convey or lease (except as set forth in the next sentence) any interest of the Redevelopment Property or any portion thereof, or this Agreement or any portion thereof, to any tax-exempt entity under the U.S. Internal Revenue Code of 1986, as the same may be amended from time to time, without the prior written approval of the Authority. A lease of an interest or portion of the Redevelopment Property shall not be prohibited by this subparagraph unless it results in an exemption of the redevelopment Property from ad valorem property taxes pursuant to subparagraph (k) above. (m) The Redeveloper shall construct the Minimum Improvements pursuant to the Construction Plans and the Master Plan approved by the City. (n) The Redeveloper's representations and warranties shall survive the delivery of the deed for the Redevelopment Property to the Redeveloper. (o) Until the Termination Date, the Redeveloper will maintain the Minimum Improvements as rental housing for low and moderate income individuals as described in Section 469.1761 of the Tax Increment Act and with the following income and rent restrictions: 1. Income restrictions: One of the following income tests must be met; at least 20% of the units must be occupied by tenants whose income is 50% or less of the area median income or 40% of the units are occupied by tenants with income of 60% or less of the area median income. 8 2. Rent restrictions: For the income restricted units, the rental rates must minimally follow the maximum gross rents by family or bedroom size as established by Minnesota Housing Finance Agency for the Section 42 Tax Credit program. All apartment units comprising the Minimum Improvements will be leased, rented, or available for lease or rental on a continuous basis to members of the general public so that this representation and warranty is satisfied. Prior to February 15th of each year commencing with the year following the year that the Certificate of Completion has been issued, the Redeveloper shall provide an affidavit, on a form used for the Section 42 Tax Credit Program, stating that the Minimum Improvements have been maintained as rental housing for low and moderate income individuals for the preceding year and that the applicable rent restrictions have been satisfied. 9 ARTICLE III Conveyance of Property and Note Section 3.1. Conveyance of the Redevelopment Property. (a) Title. The Authority shall convey marketable title to and possession of the Redevelopment Property to the Redeveloper under a quit claim deed in the form of the Redevelopment Property Deed contained in Schedule B of this Agreement. The conveyance of title to the Redevelopment Property pursuant to the Redevelopment Property Deed and the Redeveloper's use of the Redevelopment Property shall be subject to all of the conditions, covenants, restrictions and limitations imposed by this Agreement, the Redevelopment Property Deed, and the Declaration. The Authority shall deliver to the Redeveloper a commitment for an owner's title insurance policy (ALTA Form B-1970) issued by a title insurance company acceptable to the Authority and Redeveloper, naming Redeveloper as the proposed owner-insured of the Redevelopment Property in the amount of the Purchase Price (the "Commitment"). The Commitment shall have a current date as its effective date and shall commit to insure marketable title in Redeveloper, free and clear of all mechanics' lien claims, unrecorded interests, rights of parties in possession or other standard title exceptions, including the deletion of the survey exception should Redeveloper obtain the Survey (as such term is defined herein). The Commitment shall set forth all levied real estate and special assessments. Said commitment shall have attached copies of all instruments of record which create any easements or restrictions which are referred to in Schedule B of the title commitment. Redeveloper will be allowed thirty (30) days after receipt of the Commitment and the Survey (as defined herein) to make an examination of the Commitment and to make any objections to the marketability of the title to Redevelopment Property, said objections to be made by written notice to the Authority in the manner set forth in Section 8.5(b) herein, or shall be deemed waived, and shall be included in the Redevelopment Property Deed as a permitted encumbrance. If the title to the Redevelopment Property, as evidenced by the Commitment and a survey, as provided by the Redeveloper at Redeveloper's sole cost and expense (the "Survey"), together with any appropriate endorsements, does not evidence good and marketable title of record in the Authority and is not made so by the Date of Closing, Redeveloper may, as its sole recourse, either: (i) Terminate this Agreement by giving written notice to the Authority, in which event this Agreement shall become null and void and neither party shall have any further rights or obligations hereunder except for the Authority's contribution of $2,500 toward the survey costs; or (ii) Elect to accept the title in its then-existing condition by giving written notice to the Authority, and proceed to Closing, with no reduction in the Purchase Price. 10 (b) Time of Conveyance. The Authority shall execute and deliver to the Redeveloper the Redevelopment Property Deed for the Redevelopment Property upon the closing of the Development Loan (as defined in Section 7.8) and the award of Housing Tax Credits by the Minnesota Housing Finance Agency or on such later date as the Authority and the Redeveloper shall mutually agree in writing (the "Date of Closing"). The Redeveloper shall take possession of the Redevelopment Property on the Date of Closing. The Authority will also execute any other documents reasonably required by the Commitment. (c) Price and Payment. The Authority agrees to sell and the Redeveloper agrees to purchase the Redevelopment Property for the Purchase Price. Unless otherwise mutually agreed by the Authority and the Redeveloper, the execution and delivery of all documents and the payment of the Purchase Price shall be made at the principal offices of the Authority. The Purchase Price to be paid by the Redeveloper for the conveyance of the Redevelopment Property from the Authority to the Redeveloper shall occur on the Date of Closing and be paid in immediately available U.S. funds. The Redevelopment Property Deed shall be in recordable form and shall be promptly recorded, along with the Declaration. The Redeveloper shall pay all costs for such recording. Real estate taxes due and payable prior to the year of closing shall be paid by the Authority. Real estate taxes due and payable in the year of closing shall be prorated as of the Date of Closing based upon the parties' respective period of ownership in the year of closing. Real estate taxes due and payable in the years subsequent to the closing shall be paid by the Redeveloper. On or prior to the Date of Closing, the Redeveloper shall pay all pending or levied special assessments which will be a credit against the Purchase Price. Section 3.2. Conditions Precedent to Conveyance. The obligations of the Authority to convey the Redevelopment Property to the Redeveloper shall be subject to the following conditions precedent: (a) On the Date of Closing, the Redeveloper shall be in material compliance with all of the terms and provisions of this Agreement; (b) Low income housing tax credits shall have been awarded to the Project by the Minnesota Housing Finance Agency. (c) The Development Loan, as defined in Section 7.8, to finance the construction of the Minimum Improvements and the Site Improvements will be closed contemporaneously with the conveyance of title; (d) The Redeveloper shall have submitted Construction Plans to the Authority and the Authority shall have approved the Construction Plans for pursuant to the terms of Section 4.2(b); 11 (e) The Redeveloper shall have received the appropriate City permits for the construction of the Minimum Improvements; (f) The Development Loan documents associated with the acquisition and Development Financing meet the criteria set forth in Section 7.8; (g) The Authority shall have recorded in the office of the Anoka County Registrar of Titles and the office of the Anoka County Recorder the Declaration in the form attached hereto as Schedule G; and (h) A drainage easement between the Redeveloper and the City shall have been executed. Section 3.3. Payment of Purchase Price. The Payment of the Purchase Price shall be made on the Date of Closing. Section 3.4. Note. Upon the delivery of the Certificate of Completion, the Authority shall issue and deliver its Note to the Redeveloper. 12 ARTICLE IV Construction of Minimum Improvements Section 4.1. Construction of Minimum Improvements. The Redeveloper agrees that it will construct the Minimum Improvements on the Redevelopment Property in accordance with this Agreement and the approved Construction Plans and will maintain, preserve and keep the Minimum Improvements or cause the Minimum Improvements to be maintained, preserved and kept with the appurtenances and every part and parcel thereof, in good repair and condition. The Redeveloper agrees that subject to Unavoidable Delays, it shall commence construction of the Minimum Improvements which includes approximately 71 units within sixty (60) days of the Date of Closing. Section 4.2. Construction Plans. (a) Sixty (60) days prior to the commencement of construction of the Minimum Improvements, the Redeveloper shall submit to the Authority "Preliminary Plans," consisting of typical floor plans and sketches of the typical exterior and interior of the proposed Minimum Improvements which illustrate the size and character of the proposed improvements. The Preliminary Plans shall not be inconsistent with the Site Plans, this Agreement or any applicable state and local laws and regulations, insofar as said consistency may be determined at said preliminary stage. If approval of the Preliminary Plans is requested in writing by the Redeveloper at the time of submission thereof to the Authority, the Authority shall approve or reject (in whole or in part) such Preliminary Plans in writing within twenty (20) days after the date of receipt thereof. If no written rejection is made within said twenty (20) days, the Preliminary Plans shall be deemed approved by the Authority. Any rejection shall set forth in detail the reasons therefor. If the Authority rejects the Preliminary Plans, in whole or in part, the Redeveloper may submit new or corrected Preliminary Plans at any time after receipt by the Redeveloper of the notice of rejection. The Authority's approval of the Preliminary Plans shall not be unreasonably withheld. (b) Prior to the Redeveloper's commencement of construction of the Minimum Improvements, the Redeveloper shall submit to the Authority the Construction Plans for the Minimum Improvements. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in conformity with this Agreement, the Preliminary Plans, and all applicable state and local laws and regulations. The Authority shall approve the Construction Plans in writing if: (i) the Construction Plans conform to the terms and conditions of the Preliminary Plans and this Agreement; (ii) the Construction Plans conform to all applicable federal, State and local laws, ordinances, rules and regulations; (iii) the Construction Plans are adequate to provide for the construction of the Minimum Improvements; (iv) the Construction Plans do not provide for expenditures in excess of the funds available to the Redeveloper for the construction of the Minimum Improvements; and (v) no Event of Default has occurred and is continuing. No approval by the Authority shall relieve the Redeveloper of the obligation to comply with the terms of this Agreement, applicable federal, State and local laws, ordinances, rules and regulations, or to construct the Minimum Improvements in 13 accordance therewith. No approval by the Authority shall constitute a waiver of any Event of Default. If approval of the Construction Plans is requested in writing by the Redeveloper at the time of submission thereof to the Authority, the Authority shall approve or reject (in whole or in part) such Construction Plans in writing within twenty (20) days after the date of receipt thereof. If no written rejection is made within said twenty (20) days, the Construction Plans shall be deemed approved by the Authority. Any rejection shall set forth in detail the reasons therefor. If the Authority rejects the Construction Plans, in whole or in part, the Redeveloper shall submit new or corrected Construction Plans within thirty (30) days after receipt by the Redeveloper of the notice of rejection. The Authority's approval of the Construction Plans shall not be unreasonably withheld. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the Authority, provided, however, that in any event the Redeveloper shall submit Construction Plans which are approved no later than the Date of Closing of the Redevelopment Property. Receipt of written approval by the Authority of the Construction Plans shall constitute a conclusive determination that the Construction Plans (and the Minimum Improvements, if constructed in accordance with said plans) comply with the provisions of this Agreement relating thereto. The Construction Plans shall not be rejected due to any objection which could have been raised upon review of the Preliminary Plans and corrected more economically at that time, unless said objection relates to compliance with local, state and federal laws and regulations (including, but not limited to, environmental, zoning, building code and public health laws and regulations). (c) If the Redeveloper desires to make any material change in the Preliminary Plans or Construction Plans after their approval by the Authority, then the Redeveloper shall submit the proposed change to the Authority for its approval. If the Preliminary Plans or Construction Plans, as modified by the proposed change, conform to the requirements of this Section 4.2 of this Agreement with respect to such previously approved Construction Plans, the Authority shall approve the proposed change and notify the Redeveloper in writing of its approval. Such change in the Preliminary Plans or Construction Plans shall, in any event, be deemed approved by the Authority unless rejected, in whole or part, by written notice by the Authority to the Redeveloper, setting forth in detail the reasons therefore. Such rejection shall be made within twenty (20) days after receipt of the written request for approval of such change. Section 4.3. Completion of Construction. (a) Subject to Unavoidable Delays, the Redeveloper shall have completed the construction of the Minimum Improvements and received the Certificate of Occupancy on or before December 31, 2019. All work with respect to the Minimum Improvements to be constructed or provided by the Redeveloper on the Redevelopment Property shall be in conformity with the Construction Plans as submitted by the Redeveloper and approved by the Authority. 14 (b) The Redeveloper agrees for itself, its successors and assigns, and every successor in interest to the Redevelopment Property, or any part thereof, and the Redevelopment Property Deed shall reference the covenants contained in this Section 4.3 and Section 7.3 of this Agreement, that the Redeveloper, and its successors and assigns, shall promptly begin and diligently prosecute to completion the redevelopment of the Redevelopment Property through the construction of the Minimum Improvements thereon, and that such construction shall in any event be completed within the periods specified in this Section 4.3. Section 4.4. Certificate of Completion. (a) Promptly after verification of the completion of the Minimum Improvements in accordance with the provisions of this Agreement relating to the obligations of the Redeveloper to construct such improvements (including the date for completion thereof), the Authority will furnish the Redeveloper with a Certificate of Completion in recordable form. The Certificate of Completion shall be a conclusive determination and conclusive evidence of the satisfaction and termination of the agreements and covenants in this Agreement and in the Redevelopment Property Deed with respect to the obligations of the Redeveloper and its successors and assigns, to construct the Minimum Improvements and the date for the completion thereof. The Redeveloper shall, at its sole cost and expense, record the Certificate of Completion in the property records of and for the County. (b) If the Authority shall refuse or fail to provide the Certificate of Completion in accordance with the provisions of this Section 4.4 the Authority shall, within twenty (20) days after written request by the Redeveloper, provide the Redeveloper with a written statement, indicating in adequate detail in what respects the Redeveloper has failed to complete the Minimum Improvements in accordance with the provisions of this Agreement, and what measures or acts will be necessary, in the opinion of the Authority, for the Redeveloper to take or perform in order to obtain a Certificate of Completion. (c) The construction of the Minimum Improvements shall be eligible for review for the issuance of a Certificate of Completion by the Authority when the City has issued a Certificate of Occupancy for at least one (1) individual residential unit located in the Minimum Improvements and the completion of the Site Improvements. 15 ARTICLE V Real Property Taxes, Insurance and Tax Increment Section 5.1. Real Property Taxes. Prior to the Termination Date, the Redeveloper shall pay when due, prior to the attachment of penalty, all real property taxes payable with respect to the Redevelopment Property in the years subsequent to the delivery of the Redevelopment Property Deed. Section 5.2. Insurance. (a) The Redeveloper will provide and maintain at all times during the process of constructing the Minimum Improvements and, from time to time at the request of the Authority, furnish the Authority with proof of payment of premiums on: (i) builder's risk insurance, written on the so-called "Builder's Risk -- Completed Value Basis," in an amount equal to one hundred percent (100%) of the insurable value of the Minimum Improvements at the date of completion, and with coverage available in nonreporting form on the so-called "all risk" form of policy. The interest of the Authority shall be protected in accordance with a clause in form and content reasonably satisfactory to the Authority; (ii) comprehensive general liability insurance together with an Owner's Contractor's Policy with limits against bodily injury and property damage of not less than $2,000,000 for each occurrence (to accomplish the above-required limits, an umbrella excess liability policy may be used); and (iii) workers' compensation insurance, with statutory coverage. (b) All insurance required in Article V of this Agreement shall be taken out and maintained in responsible insurance companies selected by the Redeveloper which are authorized under the laws of the State to assume the risks covered thereby. The Redeveloper will deposit annually with the Authority policies evidencing all such insurance, or a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. Unless otherwise provided in this Article V of this Agreement the Redeveloper will use commercially reasonable efforts to require that such policy contain a provision that the insurer shall not cancel nor modify it without giving written notice to the Redeveloper and the Authority at least thirty (30) days before the cancellation or modification becomes effective. Not less than fifteen (15) days prior to the expiration of any policy, the Redeveloper shall furnish the Authority evidence satisfactory to the Authority that the policy has been renewed or replaced by another policy conforming to the provisions of this Article V of this Agreement, or that there is no necessity therefor under the terms hereof. In lieu of separate policies, the Redeveloper may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein, in which event the Redeveloper shall deposit with the Authority a certificate or certificates of the respective insurers as to the amount of coverage in force upon the Minimum Improvements. 16 (c) The Redeveloper shall, from time to time, provide the Authority with evidence satisfactory to the Authority that Redeveloper's contractors are maintaining workers compensation insurance with statutory coverage. Section 5.3. Tax Increment Certification. Pursuant to the Plan, the Authority has pledged and shall appropriate the Available Tax Increment to the payment of the principal of and interest on the Note, said payment to be made in accordance with the terms and provisions as stated in the Note. 17 ARTICLE VI Representation as to Redevelopment; Prohibitions Against Assignment and Transfer; Indemnification Section 6.1. Representation as to Redevelopment. The Redeveloper represents and agrees that its purchase of the Redevelopment Property, and its other undertakings pursuant to this Agreement, are, and will be used, for the purpose of redevelopment of the Redevelopment Property and not for speculation in land holding. The Redeveloper further recognizes that, in view of: (a) the importance of the redevelopment of the Redevelopment Property to the general welfare of the Authority; (b) the substantial financing and other public aids that have been made available by the City for the purpose of making such redevelopment possible; and (c) the fact that any act or transaction involving or resulting in a significant change in the identity of the parties in control of the Redeveloper or the degree of their control is for practical purposes a transfer or disposition of the property then owned by the Redeveloper, the qualifications and identity of the Redeveloper are of particular concern to the Authority. The Redeveloper further recognizes that it is because of such qualifications and identity that the Authority is entering into this Agreement with the Redeveloper, and, in so doing, is further willing to accept and rely on the obligations of the Redeveloper for the faithful performance of all undertakings and covenants hereby by it to be performed. Section 6.2. Prohibition Against Transfer of Property and Assignment of Agreement. Prior to the earlier of the issuance of the Certificate of Completion or the Termination Date, the Redeveloper represents and agrees: (a) That except for the purpose of obtaining financing necessary in the manner authorized by this Agreement to enable the Redeveloper or any successor in interest to the Redevelopment Property, or any part thereof, to perform its obligations with respect to making the Minimum Improvements under this Agreement, and any other purpose authorized by this Agreement, the Redeveloper has not made or created and will not make or create or suffer to be made or created any total or partial sale, assignment, conveyance, or lease, or any trust or power, or transfer in any other mode or form of or with respect to this Agreement or the Redevelopment Property or any part thereof or any interest therein, or any contract or agreement to do any of the same, without the prior written approval of the Authority unless the original Redeveloper remains liable and bound by this Redevelopment Agreement in which event the Authority's approval is not required. Any such transfer shall be subject to the provisions of this Agreement. Notwithstanding the foregoing, the Redeveloper may transfer the Redevelopment Property to any corporation, partnership, or limited liability company which is formed to facilitate the sale of low income housing tax credits for the Redevelopment Property in whichthe interest of the Redeveloper or a related entity is at least 0.01% (an "Affiliate"). Any Affiliate shall be subject to the provisions of this Agreement, and the original Redeveloper entity shall remain liable and bound hereby. 18 (b) In the event the Redeveloper, upon transfer or assignment of the Redevelopment Property or any portion thereof, seeks to be released from its obligations under this Agreement, the Authority shall be entitled to require, except as otherwise provided in this Agreement, as conditions to any such release that: (I) Any proposed transferee shall have the qualifications and financial responsibility, in the reasonable judgment of the Authority, necessary and adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper. (ii) Any proposed transferee, by instrument in writing satisfactory to the Authority and in form recordable among the land records, shall, for itself and its successors and assigns, and expressly for the benefit of the Authority, have expressly assumed all of the obligations of the Redeveloper under this Agreement and agreed to be subject to all of the conditions and restrictions to which the Redeveloper is subject; provided, however, that the fact that any transferee of, or any other successor in interest whatsoever to, the Redevelopment Property, or any part thereof, shall not, for whatever reason, have assumed such obligations or so agreed, and shall not (unless and only to the extent otherwise specifically provided in this Agreement or agreed to in writing by the Authority) deprive the Authority of any rights or remedies or controls with respect to the Redevelopment Property or any part thereof or the construction of the Minimum Improvements; it being the intent of the parties as expressed in this Agreement that (to the fullest extent permitted at law and in equity and excepting only in the manner and to the extent specifically provided otherwise in this Agreement) no transfer of, or change with respect to, ownership in the Redevelopment Property or any part thereof, or any interest therein, however consummated or occurring, and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the Authority of or with respect to any rights or remedies or controls provided in or resulting from this Agreement with respect to the Minimum Improvements that the Authority would have had, had there been no such transfer or change. In the absence of specific written agreement by the Authority to the contrary, no such transfer or approval by the Authority thereof shall be deemed to relieve the Redeveloper, or any other party bound in any way by this Agreement or otherwise with respect to the construction of the Minimum Improvements, from any of its obligations with respect thereto. (iii) Any and all instruments and other legal documents involved in effecting the transfer of any interest in this Agreement or the Redevelopment Property governed by this Article VI, shall be in a form reasonably satisfactory to the Authority. In the event the foregoing conditions are met to the satisfaction of the Authority, in its reasonable discretion, then the Redeveloper shall be released from its obligation under this Agreement, as to the portion of the Redevelopment Property that is transferred, assigned or otherwise conveyed. 19 Section 6.3. Release and Indemnification Covenants. (a) The Redeveloper covenants and agrees that the City and the Authority and the governing body members, officers, agents, servants and employees thereof (collectively "Indemnified Parties") shall not be liable for and agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, and any claim, demand, suit, action or other proceeding whatsoever by any third party arising or purportedly arising therefrom, except for any loss resulting from negligent, willful or wanton misconduct of the City or the Authority or the Indemnified Parties, and provided that the claim therefore is based upon the acts of Redeveloper or of others acting on the behalf or under the direction or control of Redeveloper. (b) Except for any negligent or willful misrepresentation or any negligent, willful or wanton misconduct of the Indemnified Parties, the Redeveloper agrees to defend the Indemnified Parties, now or forever, against any claim, demand, suit, action or other proceeding whatsoever by any person or entity arising or purportedly arising from this Agreement or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Minimum Improvements, except for the use of eminent domain if exercised by the Authority to acquire the Redevelopment Property, and provided that the claim therefore is based upon the acts of Redeveloper or of others acting on the behalf or under the direction or control of Redeveloper. (c) The City and the Authority and the governing body members, officers, agents, servants and employees thereof shall not be liable for any damage or injury to the persons or property of the Redeveloper or its officers, agents, servants or employees or any other person who may be on or about the Redevelopment Property or Minimum Improvements due to any act of negligence of any person, other than the negligence and misconduct of City or Authority employees or those employed or engaged by the City or Authority. (d) All covenants, stipulations, promises, agreements and obligations of the Authority contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the Authority and not of any governing body member, officer, agent, servant or employee of the Authority in the individual capacity thereof. (e) Nothing in this section or this Agreement is intended to waive any municipal liability limitations contained in Minnesota Statutes, particularly Chapter 466. Section 6.4. Assignment of Note. The Redeveloper may assign and pledge the Note to a lender to be held by that lender to secure any construction or permanent loan and may transfer the Note to any entity controlling, controlled by or under common control with the Redeveloper. Otherwise, no Note shall be assignable nor transferable without the prior written consent of the Authority; provided, however, that such consent shall not be unreasonably withheld or delayed if: (a) the assignee or transferee delivers 20 to the Authority a written instrument acknowledging the limited nature of the Authority's payment obligations under the Note, and (b) the assignee or transferee executes and delivers to the Authority a certificate, in form and substance satisfactory to the Authority, pursuant to which, among other things, such assignee or transferee represents that (i) the Note is being acquired for investment for such assignee's or transferee's own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, (ii) the assignee or transferee has no present intention of selling, granting any participation in, or otherwise distributing the same, (iii) the assignee or transferee is an "accredited investor" within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended, (iv)the assignee or transferee, either alone or with such assignee's or transferee's representatives, has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of the prospective investment in the Note and the assignee or transferee is able to bear the economic consequences thereof, (v) in making its decision to acquire the Note, the assignee or transferee has relied upon independent investigations and, to the extent believed by such assignee or transferee to be appropriate, the assignee's or transferee's representatives, including its own professional, tax and other advisors, and has not relied upon any representation or warranty from the Authority or the County, or any of their officers, employees, agents, affiliates or representatives with respect to the value of the Note, (vi) neither the Authority nor the County has made any warranty, acknowledgment or covenant, in writing or otherwise, to the assignee or transferee regarding the tax consequences, if any, of the acquisition and investment in the Note, (vii) the assignee or transferee or its representatives have been given a full opportunity to examine all documents and to ask questions of, and to receive answers from, the Authority and its representatives concerning the terms of the Note and such other information as the assignee or transferee desires in order to evaluate the acquisition of and investment in the Note, and all such questions have been answered to the full satisfaction of the assignee or transferee, (viii) the assignee or transferee has evaluated the merits and risks of investment in the Note and has determined that the Note is a suitable investment for the assignee or transferee in light of such party's overall financial condition and prospects, (ix) the Note will be characterized as a "restricted security" under the federal securities laws because the Note is being acquired in a transaction not involving a public offering and that under such laws and applicable regulations such security may not be resold without registration under the Securities Act of 1933, as amended, except in certain limited circumstances, and (x) no market for the Note exists or is intended to be developed. 21 ARTICLE VII Events of Default Section 7.1. Events of Default Defined. Subject to Unavoidable Delays and applicable cure periods, the following shall be "Events of Default" under this Agreement and the term "Event of Default" shall mean, whenever it is used in this Agreement (unless the context otherwise provides), any one or more of the following events: (a) Failure by the Redeveloper to pay when due all real property taxes assessed against the Redevelopment Property. (b) Failure of the Redeveloper to submit satisfactory Construction Plans in accordance with this Agreement. (c) Failure by the Redeveloper to commence or complete construction of the Minimum Improvements pursuant to the terms, conditions and limitations of this Agreement. (d) Failure by the Redeveloper to substantially observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed hereunder. (e) If the Redeveloper shall: (i) file any petition in bankruptcy or for any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the United States Bankruptcy Code or under any similar federal or state law; or (ii) make an assignment for the benefit of its creditors; or (iii) admit in writing its inability to pay its debts generally as they become due; or (iv) be adjudicated as bankrupt or insolvent; or if a petition or answer proposing the adjudication of the Redeveloper as a bankrupt or its reorganization under any present or future federal bankruptcy act or any similar federal or State law shall be filed in any court and such petition or answer shall not be discharged or denied within ninety (90) days after the filing thereof; or a receiver, trustee or liquidator of the Redeveloper or of the Redevelopment Property, or part thereof shall be appointed in any proceeding brought against the Redeveloper and shall not be discharged within ninety (90) days after such appointment, or if the Redeveloper shall consent to or acquiesce in such appointment. Section 7.2. Remedies on Default. Whenever any Event of Default referred to in Section 7.1. of this Agreement occurs, the Authority may take any one or more of the following actions after providing thirty (30) days' written notice to the Redeveloper of the occurrence of the Event of Default, but such action by the Authority may be taken only if 22 the Event of Default has not been cured by Redeveloper within said thirty (30) day period, or, if the Event of Default is by its nature incurable within said thirty (30) day period, the Redeveloper fails to commence such cure within said thirty (30) day period and fails to provide the Authority with written assurances, deemed satisfactory in the reasonable discretion of the Authority, that the Event of Default will be cured to completion as soon as reasonably possible, whereupon the Authority may: (a) Suspend its performance under this Agreement until it receives assurances from the Redeveloper, deemed adequate by the Authority, that the Redeveloper will cure its default and continue its performance under this Agreement; (b) Terminate this Agreement; (c) Withhold a Certificate of Completion; and/or (d) Take whatever action, including legal, equitable or administrative action, which may appear necessary to the Authority, including any actions to collect any payments due under this Agreement, or to enforce performance and observance of any obligation, agreement, or covenant of the Redeveloper under this Agreement. Section 7.3. Revesting Title in Authority Upon Happening of Event Subsequent to Conveyance to Redeveloper. In the event that subsequent to conveyance of the Redevelopment Property to the Redeveloper and prior to either the receipt by the Redeveloper of the earlier of (i) Certificate of Completion or (ii) the Termination Date: (a) Subject to Unavoidable Delays, the Redeveloper fails to carry out its obligations with respect to the construction of the Minimum Improvements (including the nature and the date for the commencement and completion thereof), or abandons or substantially suspends construction work, and any such failure, abandonment, or suspension shall not be cured, ended, remedied or assurances reasonably satisfactory to the Authority made within ninety (90) days after written demand from the Authority to the Redeveloper to do so; or (b) The Redeveloper fails to pay real estate taxes or assessments on the Redevelopment Property or any part thereof when due, or creates, suffers, assumes, or agrees to any encumbrance or lien on the Redevelopment Property which is unauthorized by this Agreement or shall suffer any levy or attachment to be made, or any materialmen's or mechanics' lien, or any other unauthorized encumbrance or lien to attach, and such taxes or assessments shall not have been paid, or the encumbrance or lien removed or discharged or provision reasonably satisfactory to the Authority made for such payment, removal, or discharge, within ninety (90) days after written demand by the Authority to do so; provided, that if the Redeveloper shall first notify the Authority of its intention to do so, it may in good faith contest any mechanics' or other lien filed or established and in such event the Authority shall permit such mechanics' or other lien to remain undischarged and unsatisfied during the period of such contest and any appeal, but only if the Redeveloper provides the Authority with a bank letter of credit or other 23 security in the amount of the lien, in a form reasonably satisfactory to the Authority pursuant to which the bank or other obligor will pay to the Authority the amount of any lien in the event that the lien is finally determined to be valid. During the course of such contest the Redeveloper shall keep the Authority informed respecting the status of such defense; or (c) There is, in violation of this Agreement, any transfer of the Redevelopment Property or any part thereof, or any change in the ownership or distribution thereof of the Redeveloper, or with respect to the identity of the parties in control of the Redeveloper or the degree thereof, and such violation shall not be cured within ninety (90) days after written demand by the Authority to the Redeveloper; Then the Authority shall have the right to re-enter and take possession of the Redevelopment Property and to terminate (and revest in the Authority) the estate conveyed by the Redevelopment Property Deed to the Redeveloper, it being the intent of this provision, together with other provisions of the Agreement, that the conveyance of the Redevelopment Property to the Redeveloper shall be made upon, and that the Redevelopment Property Deed shall contain a condition subsequent to the effect that in the event of any default on the part of the Redeveloper, and failure on the part of the Redeveloper to remedy, end, or abrogate such default within the time period and in the manner stated in such subdivisions, the Authority at its option may declare a termination in favor of the Authority of the title, and of all the rights and interests in and to the Redevelopment Property conveyed to the Redeveloper, and that such title and all rights and interests of the Redeveloper, and any assigns or successors in interest to and in the Redevelopment Property, shall revert to the Authority, but only if the default of the Agreement has not been cured within the time periods provided herein. Notwithstanding anything to the contrary contained in this Section 7.3 of this Agreement, the Authority shall have no right to re-enter or retake title to and possession of any part of the Redevelopment Property for which a Certificate of Completion has been issued or if the Termination Date occurs. Section 7.4. Resale of Reacquired Property; Disposition of Proceeds. Upon the revesting in the Authority of title to the Redevelopment Property or any part thereof as provided in Section 7.3, the Authority shall have no further responsibility to the Redeveloper hereunder with respect to the Redevelopment Property and may sell or otherwise devote the Redevelopment Property to such other uses as the Authority shall in its sole discretion determine, without reimbursement of any sums paid by the Redeveloper to the Authority under this Agreement, and without reimbursement of any sum or costs incurred by Redeveloper with respect to improvements on such revested Redevelopment Property. Section 7.5. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Authority or Redeveloper is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any 24 right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Authority or the Redeveloper to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in this Article VII. Section 7.6. No Additional Waiver Implied by One Waiver. In the event any agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder. Section 7.7. Agreement to Pay Attorney's Fees and Expenses. Whenever any Event of Default occurs and the Authority shall employ attorneys or incur other expenses, such reasonable fees and expenses shall be paid in accordance with Section 2.2(g) of this Agreement. Section 7.8. Acquisition and Development Financing. The Authority recognizes that the Redeveloper will obtain financing from a commercial lender (the "Lender") from time to time for the costs associated with the Site Improvements and the Minimum Improvements (collectively referred to as the "Development Loan") and, that in order to do so, the Lender may require a mortgage on the Redevelopment Property which is prior to the rights of the Authority under this Agreement and that the Authority will have to subordinate such rights (including, without limitation, the reverter rights in Section 7.3.). The Authority will consent to a Development Loan and the subordination of its rights so long as the terms of such Development Loan are materially consistent with this Agreement, and agrees that the Lender of a Development Loan shall have the right, at its option, to cure or remedy any breach or default of the Redeveloper, including any breach or default with respect to construction of the Site Improvements and the Minimum Improvements or payment of the Site Costs, provided the Lender has first expressly assumed the obligations owed by the Redeveloper to the Authority by written agreement reasonably satisfactory to the Authority, and agrees to complete in the manner provided in the Agreement, the Site Improvements and the Minimum Improvements subject to the lien of such mortgage. Upon written request of the Lender sent to the Authority in the manner required by Section 8.5 herein, the Authority will agree to notify the Lender of any default of the Redeveloper under the terms of this Agreement at the address of the Lender set forth in such written notice. Upon written request of the Authority, the Lender will agree to notify the Authority, at the notice address set forth herein, of any default of the Redeveloper under the terms of the Development Loan. To the extent agreed to by the Lender, the Authority shall have the right, at its option, to cure or remedy any breach or default with respect to a Development Loan and shall have redemption rights in the event of foreclosure of a Development Loan. Additional conditions for the Authority subordinating its interests in this Agreement and approving a mortgage on a Redevelopment Property for a Development Loan include the following: 25 (a) All of the Development Loan proceeds will be used solely for the design and preparation of the Redevelopment Property, construction of the Minimum Improvements, the acquisition of the Redevelopment Property and costs of the Site Improvements, and financing; (b) Any Development Loan proceeds will be disbursed by a title company pursuant to a Development Loan disbursing agreement or similar agreement among the Redeveloper, the Lender and the title company will oversee the payment for all work on the Redevelopment Property which may give rise to mechanics' liens; (c) The Authority shall have the right to review any Development Loan documents and the right to comment on the applicable provisions of such documents in order to reasonably satisfy itself that sufficient funds are or will be available to complete construction of the Minimum Improvements and to ensure that such Development Loan documents are consistent with the terms and requirements of this Agreement. (d) Upon Redeveloper's performing the above conditions, the Authority agrees that at the time of the closing of the Development Loan, it will enter into a subordination agreement consistent with and in accordance with this Section 7.8 in form and content reasonably acceptable to the Authority and the Lender. 26 ARTICLE VIII Additional Provisions Section 8.1. Conflict of Interest; Authority Representatives Not Individually Liable. No member, official, or employee of the Authority shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, or employee of the Authority shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach by the Authority or for any amount which may become due to the Redeveloper or successor or on any obligations under the terms of this Agreement, except in the case of willful misconduct. Section 8.2. Equal Employment Opportunity. The Redeveloper, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in this Agreement that it will comply with all applicable equal employment opportunity and non-discrimination laws, ordinances and regulations. Section 8.3. Prevailing Wage. For the construction of the Minimum Improvements the Redeveloper will pay wages in accordance with the prevailing wage rate as that term is defined in Minnesota Statutes, Section 177.42, Subdivision 6 and in the City Resolution No. 25-2090. The City's Public Works Department shall be responsible for monitoring Redeveloper's compliance with this requirement. Section 8.4. Option. Within thirty (30) days following the Date of Closing, the Redeveloper shall notify the Authority of the Redeveloper's intent to purchase the remaining property outlined on the Master Plan (the "Option") and owned by the Authority which will allow the Redeveloper to construct housing labeled Market Rate Senior West Phase 2B (approximately 90 Units) and Market Rate Northeast Phase 2A (approximately 71 Units) (collectively the "Option Property"). Prior to a closing on part or all of the Option Property, the parties will need to accomplish the following and execute an amended and restated Contract for Private Redevelopment: (a) Determine a purchase price and timing for development. (b) Determine responsibility for costs of site improvements necessary to maximize development of the Option Property. (c) Obtain modifications or releases from the following agreements which impact or encumber the Option Property: (i) Ground Lease between the Authority and the Metropolitan Council; 27 (ii) Counties Transit Improvement Board Amended and Restated Capital Grant Agreement for the Fridley Commuter Rail Station, Anoka County Project; and (iii) Drainage Easement between the City of Fridley and the Metropolitan Council. If within 15 months from the Date of Closing (the "Option Period") the parties have not reached agreement or have not modified those documents impacting the Option Property, then this Option will be deemed null and void. The Authority shall not transfer or otherwise agree to sell the Option Property to any other party other than the Redeveloper during the Option Period. Section 8.5. Provisions Not Merged With Deed. None of the provisions of this Agreement are intended to or shall be merged by reason of any deed transferring any interest in the Redevelopment Property and any such deed shall not be deemed to affect or impair the provisions and covenants of this Agreement. Section 8.6. Titles of Articles and Sections. Any titles of the several parts, articles, and sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 8.7. Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under this Agreement by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, transmitted by facsimile, delivered by a recognized overnight courier or delivered personally; and (a) in the case of the Redeveloper, is addressed to or delivered personally to the Redeveloper at Sherman Associates Development LLC, 233 Park Avenue, Suite 201, Minneapolis, Minnesota, 55415; (b) in the case of the Authority, is addressed to or delivered personally to the Housing and Redevelopment Authority in and for the City of Fridley at 6431 University Avenue N.E., Fridley, Minnesota, 55432, Attention: City Manager; or at such other address with respect to either party as that party may, from time to time, designate in writing and forward to the other as provided in this Section. Section 8.8. Counterparts. This agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 28 ARTICLE IX Termination of Agreement Section 9.1. Termination. This Agreement shall terminate the earlier of (i) Notice from Minnesota Housing Finance Agency that low income housing tax credits have not been awarded to the Project; or (ii) May 1, 2018. However, if a closing has occurred in accordance with Article III of this Agreement, then this Agreement shall terminate upon the discharge of all of the Authority's and Redeveloper's respective obligations hereunder including the issuance of a Certificate of Completion for the Minimum Improvements, but no such termination shall terminate any indemnification or other rights or remedies arising hereunder due to any Event of Default which occurred and was continuing prior to such termination. Section 9.2. Estoppel Certificate. Each party, respectively, agrees that at any time and from time to time within ten (10) business days after receipt of a written request by the other party, to execute, acknowledge and deliver to such party a statement in writing certifying: (a) that this Agreement is unmodified and in full force and effect or, if there have been modifications, that the same are in full force and effect as modified and identifying the modifications; (b) that no party is in default under any provisions of this Agreement or, if there has been a default, the nature of such default; (c) that all work to be performed, under this Agreement or any related agreement has been performed or, if not so performed, specifying the work to be performed; and (d) as to any other matter that the requesting party or a prospective mortgagee or other lender shall reasonably request. It is intended that any such statement may be relied upon by any person, prospective mortgagee of, or assignee of any mortgage, upon such interest. Any such statement on behalf of the Authority may be executed by the Executive Director without Authority Board approval. [The remainder of this page is intentionally blank] 29 IN WITNESS WHEREOF, the Authority has caused this Agreement to be duly executed in its name and behalf and the Redeveloper has caused this Agreement to be duly executed on or as of the date first above written. Dated: , 2017 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By Its Chairperson By Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) On this day of , 2017 before me, a notary public, personally appeared and to me personally known who by me duly sworn, did say that they are the Chairperson and Executive Director of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said Authority. Notary Public Authority Signature Page — Redevelopment Contract 30 Dated: , 2017 SHERMAN ASSOCIATES DEVELOPMENT LLC By By STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) On this day of , 2017 before me, a notary public, personally appeared and , the and , respectively, of Sherman Associates Development LLC, a Minnesota limited liability company, and acknowledged the foregoing instrument on behalf of said company. Notary Public Redeveloper Signature Page - Contract for Private Redevelopment 4826-1081-3511 v.3 31 SCHEDULE A DESCRIPTION OF REDEVELOPMENT PROPERTY That portion of Lot 1 and Lot 1A, Fridley Northstar Station East, necessary for the construction of the Minimum Improvements in accordance with the legal description to be agreed upon by the parties. 32 SCHEDULE B DEED THIS INDENTURE, made this day of , 201_ between the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota (the "Grantor"), and Sherman Associates Development LLC, a limited liability company organized under the laws of the State of Minnesota (the "Grantee"). WITNESSETH, that Grantor, in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration the receipt whereof is hereby acknowledged, does hereby convey and quit claim to the Grantee, its successors and assigns forever, all the tract or parcel of land lying and being in the County of Anoka and State of Minnesota described as follows: together with all hereditament and appurtenances belonging thereto, Grantor covenants and represents that: Grantee has committed to construct certain improvements and Grantor has a right of re-entry in accordance with Sections 4.3 and 7.3 respectively of the Contract for Private Redevelopment By and Between the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota and Sherman Associates Development LLC, dated , 20 . The completion of the improvements and the release of the right of re-entry shall be evidenced by the recording of the Certificate of Completion and Release of Forfeiture attached as Exhibit 1 to this deed. The Grantor certifies that the Grantor does not know of any wells on described real property. [SIGNATURES ON FOLLOWING PAGE] 33 IN WITNESS WHEREOF, the Grantor has caused this deed to be duly executed in its behalf by its Chairperson and its Executive Director the day and year written above. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By Its Chairperson And by Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) On this day of , 201 before me, a notary public within and for Anoka County, personally appeared and to me personally known who by me duly sworn, did say that they are the Chairperson and Executive Director of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said Authority. Notary Public This instrument was drafted by: 34 EXHIBIT 1 CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE WHEREAS, the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota (the "Grantor"), by a Deed recorded in the Office of the County Recorder or the Registrar of Titles in and for the County of Anoka and State of Minnesota, as Deed Document Number(s) and , respectively, has conveyed to Sherman Associates Development LLC, a limited liability company organized under the laws of the State of Minnesota (the "Grantee"), the following described land in County of Anoka and State of Minnesota, to-wit: WHEREAS, said Deed contained certain covenants and restrictions, the breach of which by Grantee, its successors and assigns, would result in a forfeiture and right of re-entry by Grantor, its successors and assigns, said covenants and restrictions being set forth in said Deed; and WHEREAS, said Grantee has performed said covenants and conditions insofar as it is able in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification; NOW, THEREFORE, this is to certify that all building construction and other physical improvements specified to be done and made by the Grantee have been completed and the above covenants and conditions in said Deed have been performed by the Grantee therein and that the provisions for forfeiture of title and right to re-entry for breach of condition subsequent by the Grantor therein is hereby released absolutely and forever insofar as it applies to the land described herein, and the County Recorder or the Registrar of Titles in and for the County of Ramsey and State of Minnesota is hereby authorized to accept for recording and to record this instrument, and the filing of this instrument shall be a conclusive determination of the satisfactory termination of the covenants and conditions referred to in said Deed, the breach of which would result in a forfeiture and right of re-entry. [SIGNATURES ON FOLLOWING PAGE] 35 Dated: , 201 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By Its Chairperson And by Its Executive Director STATE OF MINNESOTA ) ss. COUNTY OF ANOKA ) On this day of , 201_ before me, a notary public within and for Anoka County, personally appeared and to me personally known who by me duly sworn, did say that they are the Chairperson and Executive Director of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said Authority. Notary Public 36 SCHEDULE C ENVIRONMENTAL REPORTS [CITY WILL PROVIDE] 37 SCHEDULE D CERTIFICATE OF COMPLETION AND RELEASE OF FORFEITURE WHEREAS, the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota (the "Grantor"), by a Deed recorded in the Office of the County Recorder or the Registrar of Titles in and for the County of Anoka and State of Minnesota, as Deed Document Number(s) and , respectively, has conveyed to Sherman Associates Development LLC, a limited liability company organized under the laws of the State of Minnesota (the "Grantee"), the following described land in County of Anoka and State of Minnesota, to-wit: WHEREAS, said Deed contained certain covenants and restrictions, the breach of which by Grantee, its successors and assigns, would result in a forfeiture and right of re-entry by Grantor, its successors and assigns, said covenants and restrictions being set forth in said Deed; and WHEREAS, said Grantee has performed said covenants and conditions insofar as it is able in a manner deemed sufficient by the Grantor to permit the execution and recording of this certification; NOW, THEREFORE, this is to certify that all building construction and other physical improvements specified to be done and made by the Grantee have been completed and the above covenants and conditions in said Deed have been performed by the Grantee therein and that the provisions for forfeiture of title and right to re-entry for breach of condition subsequent by the Grantor therein is hereby released absolutely and forever insofar as it applies to the land described herein, and the County Recorder or the Registrar of Titles in and for the County of Anoka and State of Minnesota is hereby authorized to accept for recording and to record this instrument, and the filing of this instrument shall be a conclusive determination of the satisfactory termination of the covenants and conditions of the contract referred to in said Deed, the breach of which would result in a forfeiture and right of re-entry. [SIGNATURES ON FOLLOWING PAGE] 38 Dated: , 201 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By Its Chairperson And by Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) On this day of , 201_ before me, a notary public within and for Anoka County, personally appeared and to me personally known who by me duly sworn, did say that they are the Chairperson and Executive Director of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said Authority. Notary Public 39 • SCHEDULE E MASTER PLAN MET COUNCIL/ - �-----i LRT STATI PARKING=165 STALLS );;Ft'.' —'—/----:—.7,..,- l IGS i'' tr ' �� it - IMI �/ 41.� -/,' 1111 i , i ' ill__ 11y1i rD1 I AIII ' '' A 1 \\` II yi ! �� I s ; 1 �- C1 II :N Ix I INFILTRATIO 1 I. ( i ' +. "'—i • I POND 1 11 1 1 t .a.et 1 1 I I ; ci u I , I— r-=t C 111 I I t , . , '� I _ I 3 �-i C1,I C1 '. w Di�� I • • E� -1 1 I I-=-, 1 Al I i t . IC2 (+C2 • E i -1 - I - ( iCl I 11` 1 , 1I 1I _ I I C2 I C2 tr T1," -1 1 I 1 D1 Dl `� I Al j. Alr I ' I " Al AlI - . I y + r , II IF V. 11 PATIO \V\\ ��� �1`' 1 in 1 t I , 'Al z I r,, L t.W__1 I • . se I ► ?l C2 I � ti j1 , �II N -1 '' \ ,, \'..\..0—.-::::—` \ -_�_ ( I �—' Dl D1 ,I' 'IC I -- .//„.....NIII I '- 11 1 .a�- I� i Il , 1 I � l ---PHASE'1 5RE PARKING R 36 P'/ CI ' I�" L& 1• . ICi1I, ii GG I - . I'C l 4 , I, , . I .---• L�b-_-- -,..:—__-_.L.,)1I 1 araJd.i A2 D1 ▪ 1 El I ; - DI gawp � • I iA1 - - . I, j „' Cl Al 1' MIXED INCOME •Southeost(PHASE 1)-71 UNITS LL,'/' • ' PHASE 2B SITE 1 '3 L PARIJNG-45 D Y1 1 i jINFILTRATION POND I \i\L• --__=-77=-71;1 I<oc Fridley LRT Station- Full-Phase Master Plan -OPTION 1 "„'h 1/26/2017 rr7.1,=r.ts scale:1'=8a 40 14,150 plAin1 90 M Was.wM1 M( a 1 vte pvlir0 9! i cpr... 1414 wavoze4 122 J I ell tat.,,,,,,134 93 I- " 'I— III J..__I-.1 111W-A- Dl L 1 l LI -1 ' `I l=l ' ' „_1 r 11� 1� -I i oilLD1 tI Garage Floor Plan(Mixed Income-Phase I) C1 :min l -ea II 1s1 i 1726/2016 C I Cl ill DI D1 C 1 I pyi Cl ' I� ~ Imai Ci ;� CIII C1 1 Cl 1311 Cl J J; �1 — - D1 Dl Dl C1 C1 Al Al C1 — First Floor Plon(Mixed Income-Phase I) Goroge Floor Plan(Market First Floor Plon(Market stole:r-80 1110171 1/26/2016 Rote)-Phase IIA)-OPTION A Role)-Phase IIA)-OPTION A bole I'-e0)11617) 1/09/2017 mall.t'=80 01417) 1!09/2017 •Mw0n 2/031 Mm)M85111o1003 null 3A! I (WNW WYE. 23432 I 1111 1101 Peer 13314 10005.01 23311E IA4044. 13 I III 14901144.1 23243 EE 1: 117339 Ilm66LEIb Hill DiI�I1 D2 rD1 A71 02 11111111�014P113111 Dl )t Cl r Dl A2 I Cl Second Floor Plan(Mixed Income•Phase I) Cl Cl 1•..6 Cl Cl awls.1•=80(1117) 1/6/2016 Al ; M Cl I Cl ) Meo0exo3RleWAeat{EOPRCM944551 DI Dl Cl Cl !wage um 13137 � 'lint Nnv 13119 Cl C1 m 09, tum C1 i� Cl ,Cl ile9nA flea 121/2 1 C1 Cl C1 I ' "` 1101] Al • Al Cl Al II 1 Cl Cl Cl C1 D1 Cl C1 C1 Al ' ClJ 1— DI DI Dl Dl D1 Cl Ci Al Al Cl ©Ili 3rd/4th Floor Plan(Mixed Income-Phase I) Second Floor Plan(Market 3rd/4th Floor Plan(Market x016 1'-80111u1 112672016 Rote)-Phase IIA)-OPTION A Rote)-Phase Illy-OPTION A • stoic 1'—80 1111 1)1 .1/09/2017 wale:1'=SD 111117) 1709/2017 NAM'NOO5%5aa9rwu(E44w10T MAW Lt Nap 2Mliw.LOM,«nu., um it-166 532 t1 6 w • 4 13 ail 3/491142 23.114040.111,01.41/14 244SE 23/1 LI-211_9992: 9 10 10 30 39 554 3MfMe.Zgwdwr ay14 f e6Nwr 29W D1214 12150 E'. 3 1 6 19 245 i AI•l9A 41221_ 1__ 1 4 e 13 319 --. 15 19 10 69 2; 'b.In 99911 _9 3D b 10 49 11% t LI-INP 13362' w 5 5 'f 19 276 1 31 39 S 19 23 Fridley LRT Station-Full-Phase Master Plan-OPTION 1 (. > c, scale:l"=90' 1/26/2017 41 MIRREI MTESMIOR Waal if llNRI P 143E 49) 113=1 REM /crags par01n11 )b Al.1l3 t�� ai n ���: ®�� ‘04410.44641— 767 81134 1_19,277: wRRn Raaf SEMiOR Wn)IiLitwg 21301:21 L7.7Y 1016. IlltiMil lP at I.- 41164 'Ci-Ip i�M i�aa i]W CR-7/R !if 1„"pip31 47131 L'a 7121 1116MO= 34% )ihlp lbfir 01734 !p-IM 233430 ©©�_� 1% • _� I ...a1- IM3i I Mr 1 1 , , „,„.. I __- rl 121 It -- ' r_ II Et Al l Till II i Al 1 l 1:1 MI � ��' C2 'C2 --- ( t:__._ C2 C2 II 1 TOOLitil 1211 I;r—\ t ip MIlliewin c-_- � �ill iII i II Irl 1 11_ C1 I CI al Illi I. . cl Ili - i A � o . al 1 int __ a Al cr a ' D1 _I Dl Goroge Floor Plan(Senior First Floor Plan(Senior 2nd/3rd Floor Plan(Sensor Independent-Phase 118) Independent-Phone 118) Independent-Phose 118) ..). 1'_80 WO?) (/09/2037 wale.t'-8a(14ai7) 1.34912017 stole 1-—80(I 1‘171 ,/DW/20)7 I s Fridley IRT Station-Full-Phase Master Plan-OPTION 1 rxr4 rt rf scale:1"-80 1/2612017 42 SCHEDULE F SITE IMPROVEMENTS An Infiltration Pond in the southwest corner of the Master Plan sufficient to accommodate a full buildout of the Master Plan. The Infiltration Pond will be part of the storm water management plan to be approved by the City. • 43 SCHEDULE G Declaration of Restrictive Covenants and Prohibition Against Tax Exemption This Declaration is made and executed as of the day of , 20_ by the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota ("Declarant"). RECITALS A. Declarant is fee owner of the premises located in the County of Anoka, State of Minnesota described on Exhibit A attached hereto (the "Property"). B. The Property is in a tax increment financing district and the Declarant will use the tax increment generated from improvements to the Property to reimburse itself for the costs of acquiring and preparing the Property for redevelopment. NOW, THEREFORE, in consideration of the foregoing, Declarant, for itself and its successors and assigns, does hereby declare that the Property shall be owned, used, occupied, sold and conveyed subject to the following covenants and restrictions: 1. No part of the Property shall become tax exempt from the levy of ad valorem property taxes, or any statutorily authorized alternative, until December 31, 2042. 2. The covenants and restrictions herein contained shall run with the title to the Property and shall be binding upon all present and future owners and occupants of the Property; provided, however, that the covenants and restrictions herein contained shall inure only to the benefit of the Authority and may be released or waived in whole or in part at any time, and from time to time, by the sole act of the Authority, and variances may be granted to the covenants and restrictions herein contained by the sole act of the Authority. These covenants and restrictions shall be enforceable only by the Authority, and only the Authority shall have the right to sue for and obtain an injunction, prohibitive or mandatory, to prevent the breach of the covenants and restrictions herein contained, or to enforce the performance or observance thereof. 3. The covenants and restrictions herein contained shall remain in effect until December 31, 2042 and thereafter shall be null and void. 4. If any one or more of the covenants or restrictions contained in this Declaration are held to be invalid or enforceable, the same shall in no way affect any of the other provisions of this Declaration, which shall remain in full force and effect. [SIGNATURES ON FOLLOWING PAGE] 44 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA By Its Chairperson And by Its Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF ANOKA ) On this day of , 201 before me, a notary public within and for Anoka County, personally appeared and to me personally known who by me duly sworn, did say that they are the Chairperson and Executive Director of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a political subdivision of the State of Minnesota, and acknowledged the foregoing instrument on behalf of said Authority. Notary Public 45 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY COUNTY OF ANOKA STATE OF MINNESOTA HRA RESOLUTION NO. A RESOLUTION AUTHORIZING EXECUTION AND DELIVERY OF A CONTRACT FOR PRIVATE REDEVELOPMENT BETWEEN THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA AND SHERMAN ASSOCIATES DEVELOPMENT, LLC BE IT RESOLVED by the Board of Commissioners (the "Commissioners") of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota(the "Authority") as follows: Section 1. Recitals. 1.01. It has been proposed that the Authority enter into a Contract for Private Redevelopment (the "Contract") with Sherman Associates Development, LLC (the "Redeveloper"). Section 2. Findings. 2.01 The Authority hereby finds that it has approved and adopted a development program known as the Redevelopment Plan for its Redevelopment Project No. 1 (the "Redevelopment Program") pursuant to Minnesota Statutes, Section 469.001 et seq., as amended and supplemented from time to time. 2.02 The Authority hereby finds that it has approved and adopted Tax Increment Financing District No. 22 ("TIF District No. 22") and the Authority has approved and adopted the Tax Increment Financing Plan related thereto pursuant to Minnesota Statutes, Sections 469 through 469.1799, inclusive, as amended and supplemented from time to time and the Authority further finds that TIF District No. 22 was certified by the Anoka County Auditor on June 18, 2014. 2.03 The Authority hereby finds that the Contract promotes the objectives set forth in its Redevelopment Program. Section 3. Authorization for Execution and Delivery. 3.01 The Chairperson and the Executive Director of the Authority (the "Officers") are hereby authorized to execute and deliver the Contract when the following condition is met: HRA Resolution No. Page 2 (a) Substantial conformity of the Contract to the form of Contract presented to the Authority as of this date, with such additions and modifications as the Officers may deem desirable or necessary as evidenced by their execution of the Contract. PASSED AND ADOPTED BY THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY THIS DAY OF JUNE, 2017. , Chairperson ATTEST: Walter T. Wysopal, Executive Director 4853-2524-1929 EXHIBIT A LEGAL DESCRIPTION 46 SCHEDULE H NOTE US $626,000.00 Fridley, Minnesota , 20 UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF ANOKA HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA LIMITED REVENUE TAX INCREMENT NOTE The Housing and Redevelopment Authority in and for the City of Fridley, Minnesota (the "Authority"), hereby acknowledges itself to be indebted and, for value received, promises to pay to the order of Sherman Associates Development LLC, a limited liability company (the "Owner"), solely from the Available Tax Increment, to the extent and in the manner hereinafter defined, the principal amount of this Note, being Six Hundred Twenty-Six Thousand Dollars and 00/100 ($626,000.00) (the "Principal Amount"), together with interest of five percent (5.00%) commencing from the date of issuance of the Note and payable on the dates described below (the "Scheduled Payment Dates") and in the amounts as hereinafter defined (the "Scheduled Payments"). The Scheduled Payment Dates are August 1 , 2021, and on the 1st day of February and August thereafter until and including February 1, 2043, unless earlier paid, in accordance with the terms of this Note. Upon 30 days' prior written notice from the Authority to the Owner, the Principal Amount is subject to prepayment at the option of the Authority in whole or in part at any time. Any payments on this Note shall be applied first to accrued interest and the balance to the reduction of principal. Each payment on this Note is payable in any coin or currency of the United States of America which on the date of such payment is legal tender for public and private debts and shall be made by check or draft made payable to the Owner and mailed to the Owner at its postal address within the United States which shall be designated from time to time by the Owner. The Note is a special and limited obligation and not a general obligation of the Authority, which has been issued by the Authority pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, 47 Section 469.178, subdivision 4, to aid in financing a project, as therein defined, of the Authority consisting generally of defraying certain public redevelopment costs incurred and to be incurred by the Authority within and for the benefit of its Redevelopment Project No. 1. THE NOTE IS NOT A GENERAL OBLIGATION OF THE AUTHORITY, THE CITY OF FRIDLEY (THE "CITY") OR THE STATE OF MINNESOTA (THE "STATE"), AND NEITHER THE AUTHORITY, THE CITY, THE STATE NOR ANY POLITICAL SUBDIVISION THEREOF SHALL BE LIABLE ON THE NOTE, NOR SHALL THE NOTE BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN AVAILABLE TAX INCREMENT, AS DEFINED BELOW. The Scheduled Payment of this Note due on any Scheduled Payment Date is payable solely from and only to the extent that the Authority shall have received as of such Scheduled Payment Date the Available Tax Increment which is defined in the Contract for Private Redevelopment By and Between the Authority and the Owner dated as of , 20_ (the "Agreement"). Defined terms, not otherwise defined in the Note, shall have the meaning assigned to them in the Agreement. The Authority shall pay on each Scheduled Payment Date to the Owner the Available Tax Increment. On February 1, 2043, the maturity date of this Note, any unpaid portion shall be deemed to have been paid in full. This Note shall not be payable from or constitute a charge upon any funds of the Authority, and the Authority shall not be subject to any liability hereon or be deemed to have obligated itself to pay hereon from any funds except the Available Tax Increments, and then only to the extent and in the manner herein specified. The Owner shall never have or be deemed to have the right to compel any exercise of any taxing power of the Authority or of any other public body, and neither the Authority nor any director, commissioner, council member, board member, officer, employee or agent of the Authority, nor any person executing or registering this Note shall be liable personally hereon by reason of the issuance or registration hereof or otherwise. The Authority makes no representation or covenant, express or implied, that the revenues described herein will be sufficient to pay, in whole or in part, the amounts which are or may otherwise become due and payable hereunder. The Authority's payment obligations hereunder shall be further conditioned on the fact that there shall not at the time have occurred and be continuing an Event of Default under the Agreement, and, further, if pursuant to the occurrence of an Event of Default under the Agreement the Authority elects to terminate the Agreement, the Authority shall have no further debt or obligation under this Note whatsoever. Reference is hereby made to the provisions of the Agreement for a fuller statement of the obligations of the Redeveloper and of the rights of the Authority thereunder, and said provisions are hereby incorporated by reference into this Note to the same extent 48 as though set out in full herein. The execution and delivery of this Note by the Authority, and the acceptance thereof by the Redeveloper, as the initial Registered Owner hereof, shall conclusively establish this Note as the "Note" (and shall conclusively constitute discharge of the Authority's obligation to issue and deliver the same to the Redeveloper) under the Agreement. 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 have happened, and to be performed precedent to and in the issuance of this Note have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this Note, together with all other indebtedness of the Authority outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the Authority to exceed any constitutional or statutory limitation thereon. IN WITNESS WHEREOF, the Board of Commissioners of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, by its Commission Members, has caused this Note to be executed by the manual signatures of the President and the Treasurer of the Authority and has caused this Note to be dated , 20 By By Its Chairperson Its Treasurer ATTEST: Secretary 49 CERTIFICATE OF REGISTRATION It is hereby certified that the foregoing Note, as originally issued as of the day of , 20_, was on said date registered in the name of the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota, a public body corporate and politic and that, at the request of said Registered Owner of this Note, the undersigned has this day registered this Note as to principal and interest on the Note in the name of such Registered Owner, as indicated in the registration blank below, on the books kept by the undersigned for such purposes. 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FtFi%.d € A t Ili i itg?il a is is 3 F = Flis{ F li ix `gY -3yt8p • ; I - Page 1 • CITY OF FRIDLEY Station Village(TIF#221_Phase 1 On -71 Units ASSUMPTIONS - - - - ' - -i-- - ---I -L- - -' i 1 ._ 11 Area of Parcel 2016 EMV/Pa 2017 - Original Market Values Current Use Development (Acres) ; (Sq.Feet) Land] Building! Total i1 122 30-24-11-0024 Vacant land - Phase 2A North --`_- ';-------�- --p 2 :22-30-24-11-0022 Parking lot/stationPhase 2A !- 0 3 22--5012-4--T1-1-5623 Parking lot Phase 28 0 22 30 24- -- -r.__ . _.__ ___- _-_-- __ __-__.-_--_-_..___ 11-0021 Vacant land Phase 28 0 5 11-0020 Vacant land Phase 1,28 South 3.381 147,233-1, 621;300 _ 0 621,300 ass TOTAL 3.38 147,233 , $ 621,300 $ q $ 621,300 I - I 422 ;Pers .ft ._. j Percent of Site Original Tax Capacity Class Rates 6,301 Commercial/RetaiI 0, 0 2.00%=I0, i .Rental-Low/Mod Income 4d 78.9% 621,300 •, 0.75%= _ 4,660 Rental I i 21.1%+ 131,261 ?j 1.25%� --1,841'- ; _ _,Owner Occupied T--- 0.0% 0 ® 1.00%= 0 100.0% 752,561 - - - -- - • 131,261' 31 261I � Phase 1 Y • c _ _ r Estimated Market Value' Built-2019i 71 units @ , $112,148 avg per unit $7,962,508 I :Estimated Tax Capacity 2020 I 0�sq`ft, i 68,130 'I_ •Estimated Taxes __ 2021 1 111,143 E mated Tax Increment 89,171 I T- __--_. - - - - - -- -_, Phase 2(combined) j_Estirnated Market Value* Built-2020 71 units . $112,146 avg per unit 7,962,508 .__J_;Estimated Tax Capacity 2021 0 a•.ft. i 68,130 __-_ -(Estimated Taxes 2022 111,143 Estimated Tax Increment 89,171 Phase 3(combined) ____I -__ __ -1 T I -1 Market Value* Built-2021 71 units @ $112,148!avg per unit 7,962,508 I :Estimated Tax Capacity 2022 0 sq.ft. 1-1--- 68,130 i Estimated Taxes 2023 I _ 111,143� 'Estimated Tax Increment I^ 66,866- - - +Phase 4(combined)(_1-Estimated Market Value' Built-2022j 714units S- $112,148 l_avg per unit_ 7,962,508 Estimated Tax Capacity 2023 l 0 sq ft. __ 68,130T i -1- - - Estimated Taxes 2024 111,143 - - - - -- - - - - Estimated Tax Increment - 86 866 i -! [Phase b(combine)- - -_ _ _- - -------_ _ :Estimated Market Value• Built-2023 71)units 0 $112,148 avg per unit 7,962,508 Estimated Tax Capacity - 2024 0! 0 I ' 68,130 -_W Estimated Taxes 2025 "_..___-___u_ -�_-- ----- 111,143 - Estimated Tax Increment y 86,866 ■Phase 6(combined)1 ■ Estimated Market Value• Built-2024 71 units @ $112,148 avg per unit I 7,962,508 1 12.8 limes incr.in Mv' Estimated Tax Capacity 2025 0 0 68,130 T Estimated Taxes --. __.-__.-_ _ 2026 - ; �- 111,143 Estimated Tax increment 1 _ -_ 86,866 78.2%of total taxes - _ ....... -.__.__.--_. -- _- Local Tax Rate- !Pay 2017 TNT ISD 014 1.41000!Used for Projections _i _ _.___ Frozen Tax Rate ;Pay 2013 _ ISO 0_14__ _ i 1.52591 Frozen Rate- __-__ - -.: i - IMarket Value Referendum Taxes - - 0.18939%Pay 2017 TNT Admin Fees -__ ___- 20.00%$ �- - ! State Auditor Fee I - 0.360%; -Inflation I ((after 2 yrs of full value) 0.00°% I III Present Value Rate - 6/1/2018 5,00%! ' I I I 1- I 1 Station Village-Phase 1 Only 2017a.xlsx Prepared by Sevenich,Butler,Gerlach&Brazil,Ltd. 2/17/2017 I , Page 2 CITY OF FRIDLEY Station Village(TIF#22)-Phase 1 Only 71 Units ASSUMPTIONS PHASE 1 Total Estimated Market Value i_ 1._ j $7,962,508 1- 1 - Commercial/Retail I 0 1 Commercial-Site A(Citgo) 0 T sq ft @ 125 /sq.ft = 0 1 Commercial-Site B(Sinclair) 0 sq ft @ i _125 /sq.f __. 0 ;Office/Retail 0 sq.ft.@� 125 /sq.ft = _ __.-.__ ___- ;Retail-service 0 sq ft125 /-•.it= 0 _ - _ - ---- ---- - 1 Restaurant/entertainment 0I s4 ft @ II 125 /sq.ft,= 0 Other 0; sq ft @ I 125 /sq.ft 0 _ *Rental I t____- -- - - 7 962 508 !Ph 1 Mired Income 100.0%r 56 units @_ 112,148 /unit 6-,2i)-6,288 _F -1-Ph 1-Market Rate 100 0%1 15 units @ 1_112,148 /unit 1,682,2204 _ 11f =�1- i Ph 2 Market Rate 0.0%1 0 units 1 125,000 I /unit=1-- ..;_ - Owner-O.-coupled - I _ -0- -i- _ A Single Family Homes - 0.0% 0units @ 1 200,000 /unit= 0 B Townhomes Year 1 0.0% 0 1 units ig 140,0007 /unit 0 i _ _ I C'Townhomes-Year 2 0.0% 0 units @ 140,000 Lund 0 tDiTownhomes Year 3 0.0% 0 units @ , 140,000 /unit= 0 71 units .. --_J—_Z--.-_.- - 0 lsq.ft Total Estimated Tax Capacity 1— ------88,130 'Commercial/Retail 7 0 Commercial Site A(Citgo) 2.00% 0 Commercial-Site B(Sinclair) 2.00% # 0 (Office/Retail 2.00% 0 Retail-service - - 2.00% 0 f -- - i 1 Restaurant/entertainment ' ! 2.00%1 -i _ - _ 0 k I Other 2.00% 0' i_ Rental _ I 68 130 j___ 1'Ph 1-Mixed Income ' 0.75% _ 47,102 1 I__. h 1-Market Rate 1.25% 21 028 Ph 2-Market Rate 125% O ;Owner Occupied j 0. _A Sir�1e Famil r�Homes __ 0 J <=. 500,000 t 1,00% 0 I ' >1 500,000 1.25% _ 0 B Townhomes-Year 1 7 - 0 -. ' _ <=--- 500,000 1.00% i 0' - 1 1 > 500,000 1.25%, 0 ! C Townhomes-Year 2 { 0 -- __ '= 500,000 1.00%__40 -- 1 > 500,000 1.25% 0 i D Townhomes-Year 3 0 ; <= 500 000 1.00% 0 _ _ J 1 1 550000:00000o 00 000 - 125% 0 -_ - - _ Total Estimated Taxes + - 1 111,143 (Commercial/Retail (--____. 0 Jommerciai Site A(Citgo) 0 l sq ft.@ _ 0.00 /sq.ft I 0 - Commercial Site B(Sinclair) 0 sq ft.r l 0.00 -1-/sq.ft. 0 fi 4 T -_ _-_. - ___ " . _ _ _ _ i J__ ;Office./Retail 0 sq ft. 0.00 i , /sq.ft 0__ (Retail-service -_ O1_1__3(1.Y6- 1 0.001- 7 I Restaurant/entertainment 7 0 - __- _ �9 ft. 0.00' /sq.ft._ _ 0 .i_-_ 1 r� _ _— ._.—.. —... _ --01s_.11_ .r 0.00 7sp. 4T--- �t `-- Rental q -.--i L-76,..-t----ii--_ ___�, ------- _t_ i 111,143 Ph 1-Mixed Income 56 units c, 1,398' /unit= I 78,308 __ Ph 1-Marken Rate 15 units @ _2,189• 1 !unit= 32,835 t ---1- 1 Ph 2-Market Rate Tit units @ j -Y 0 /unit= - _-O_ __= _._ ___ 'Owner Occupied �- 1 i 0 AlSingle Family Homes _ 1 0 I units @ I 0 /unit= 01 - -- -- - -- -,-- - 01 units @ i 0 ' /unit 0 __.___�-C Townhomes-Year--2 1 0 j units @ 0 i /unit= 01__ D Townhomes-Year 3 0, units @ 0 /unit= I 0 _- --__._..___._..-.___-.____-_._-„-..._-_..__--_-__ _____.__.._ _._._-__�._ -y_-_ -__ �— — ---- -(Construction -- - — ---_--I_ __-__ - . _____ - i -r---- !--_-- 2019 F , __ Full Valuation 2020 - -- _ -__ - - -. Taxes Payable i 2021 Station Village-Phase 1 Only 2017a.xlsx Prepared by Sevenich,Butler,Gerlach&Brazil,Ltd. 2/17/2017 CITY OF FRIDLEY Page 3 Station Village(TIF#22)-Phase 1 Only-71 Units- --- - • CASH FLOW AND PRESENT VALUE ANALYSIS -- ,• _ 1 1 <------ ANNUAL ----> < SEMI-ANNUAL---1--------J--> -4- ... _. --I-----(al (c)(b) (d) (e) (f) (9) (h) I (i) ___ 0) -4- Original Estimated Captured Est.T.I. Less: Available Cumulative;l <--Present Value--II> . Tax _ Tax Tax x Admin Tax Avail.Tax Semi Annuil Cumulative Date Capacity --Capacity Cap_a_c _1_.410d_0.0 Increment-- ncii_.„m-.__iii-_-_-_,_-Balance ._o- L--_I_.....Balance (seeassumptions) c)-(b) StAuF (ex (e)7A Totalof(g) P.Vfg) Totalof(-L- 1 , li.OWinflation (prey.year) 0.360% -1- 20.00% 1 5.00%106/01118 . . 12/01/16 i 0 0 -0 6 -1 Oi -- , • f--66/01/17 ---1- - .- 0 0 ---6--- •------b I ------.Th 12/01/17 , ,o o o o o . . 2 66/01i18 - I 0 0 0 i 0 ---- 0 , . ---- 12/01/18 , . 0 0 ifil -------o- , 3 ! 06/01/19 0 0 0 ' 0 I 0 12/01/19 0 0j 00-I! 0 4 0-6/01/20 6,301 68,130 0 0 00 ' 9_i _ MI 12/01/20 6,301 68,130 0 0 0 00 5 , 06/01/21 6,301 68,130 61,829 43,433 8,687 34,748 34,746 29,962 [ - 29,962_ 12/01/21 6,301 68j0 _ 1. 29 43,433 8,6871 34,746 69,492 29,2311 59,191, 6 06/01/22 6,301 68,130_ 61,829 43,433 8,687 i 34,746 104,239 28,518 I ,, 87„710 12/6/22 i 6,301 68130 61,829 43,433 8,687 1 347461 138,985 27,822 115,533' 7 06/01/23 ! 6,301 68,130 61,829 43,433 8,687 I 34,746 173,731 27,1441142,6767, 12/01/23 1. 6,361 68,130 61,829 43,433 8,6871 34746 208,477 i6,482 I T69,158_ 8 06/01/241- _ 6,301' 68,130 61,829 43,433 8 687i 34,746 243,224 25,8361- -'114,994 17-61/24-i •6,301 1 68,130 61,829 43,433 8,687 i 34,746 277,970 , 25,206 I 220,199 ' 9 06/01/25 6,301 68,130 61829 43,433 i 8687 34,746 L 312,716 1 24,591 244,790 1 12/01/25 6,301 68,130 61,829 43,433 ! 8,687 34,746 347,462 23,991 268,781.- 10 I 06/01/26i 6,301 68,130 61,829 43,433 8,687 34,746 382,209 23,406 292,187 12/01/26 I 6,301 68,130 61,829 43,433 8,687 I 34,746 416,955 ' 22,835 315,022 , i- 11 06/01/27 I 6,301 68,130 61,829 43,433 8,687 1 34,746 451,701 I___,' 22,278 337,300 12/01/27 6,301 68,130 61,829 43,433 8,687 I 34,746 486,447 21,735 i 359,035 12 06/01/28 6,301 f 68,130 61,829 43,433 8,687 ' 34,746 521,194 , 21,205 1 380,240 12/01/28 6,301 68,130 61,829 43 433 8,687 34,746 555,940 20,687 1 400,927 13 06/01/29 6,301 68,130 61,829 43,433 8,687 i 34,746 590,686 20,183 ! 421,110_, • 12/01/29 6,301 68,130 61,829 43,433 1 8,687 1 34,746 625,432 19,691 440,801 14 06/01/30 6,301 68,130 61,829 43,433 8,687 I 34,746 660,179 19,210 460,011 -4- _I 12/01/30 6,301 68,130 61,829 43,433 8,687 34,748 694,925 1 18,742 I 478,753 15 I 06/01/31 6,301 68,130 61,829 43,433 8,687 34,7467 729,671 1 18,2851 497,037_ 12/01/31 6,301 68,130 61,829 43,433 8,687 34,746 -764,417 I 17,839 I 514,876 16 I 06/01/32 1 6,301 68,130 61,829 43,433 8,687 34,746 799,164 I 17,404 I 532,280 12701/32 l 6,301 68130_ 61,829 43,433 8,887 34,746 833,91-61- 16979L .549,259 17 ' 66/01/331 6,301 68130 61,829 43,433 8687___ 4746 868,656 I 16,565 565,824 12/01/33 6,301 ,___ 68,130 61,829 43,433 8,687 34,746 903,402 ' 16,161 581,985 18 1 06/01/34 6,301 68,130 61,829 43,433 8,687 34,746 938,149 15,767 597,752 4 12/01/34 6,301 68,130 61,829 43,433 8,687 34,746 972,895 15,382 613,134 19 1 06/01/35 6,301 68,130 61,829 43,433 8,687 1 34,746 1,007,641 15,007 628,141 12/01/35 6,301 68,130 61,829 43,433 8,687 34,7461,042,387 14,641 642,782 20 06/01/36 6,301 68,130 61,829 43,433T 8,687 34,746 1,077,134 -4 14,284 657,066 • 12/01/36 6,30168,130 61,829 43,433 8,687 34,746 1,111,880 13,936 671,002 21 06/01/37 6,301 1 68,130 61,829 43,433_I 8,687 34,746_1,146,626 ' 13,596 684 9L , 12/01/37 6,301 68,130 61,829 43,4331 8,687 34,746 1,181,372 13,264 697,862 22 I 06/01/38 6,301 68,130 61,829 43433 ' 8 687 34 746 1,216,119 12,941 -710,802 12/01/38 6,301_ 68,130 _ 61,829 43,433 i 8,687 1 34,746 1,250,865 12,6251_ 723,427 23 06/01/39 6361 68,130 61,829 43,433 8,687 1-- 34,746 1,285,611 12,317 1 735,744-I 12/01/39 6,301 68,130 _ 81,829 43,433 8,687 34,746 1,320,357 12,017 I 747,761 24 08/01/40 6,301 68,130 61,829 43,433 8,687 34,746' 1,355,104 __ 11,724 r 759,484 12/01746'-----6,301 68,130 61,829 43,433 8,687 1 34,746 1,389,856 __ 1_1,4-38 770,922 25 06/01/41 1 6,301 68,130 61,829 43,433 8,687 I 34,746 1,424,596 11,159 782086_ 12/01/41 6,301 68,130 61,829 43,433 8687 I 34,746 1,459,342- 10,886 ' 792 967 26_ 68161/42 6,301 68,130 61,829 43,433 i 8,687 ! 34,746 1,494,089 10,621 i, 803,5813 12/01/42 1 6,301 -68,130 61,829 43,433 1 8,687 I 34,746 1,528,835 10,362 I 813;95--6-- -- •-t --- - 1,911,043 ! 382,209 1,528,835 ! 1,528,835 813,950 813,950 Station Village-Phase 1 Only 2017a.xlsx Prepared by Sevenich,Butler,Gerlach&Brazil,Ltd. 2/17/2017 ACTION ITEM Fridley HRA MEETING OF JUNE 1 , 2017 To: Wally Wysopal, Executive Director of HRA From: Paul Bolin, Assistant Executive Director Date: May 24, 2017 Re: Resolution Authorizing Application for LCDA Grant Funds To further assist in the development of Sherman Associates' mixed income building, the Authority has been asked to support an application for Met Council's Livable Communities Demonstration Transit Oriented Development Grant program. The proximity to the rail station makes the site eligible for the program. Sherman is seeking$500,000 from the program to assist with the acquisition of the property, soil corrections, grading and constructing a new storm retention pond. .-;, _.._.---___.a — . --- ,.. I x (I f ,._ _ - .yam ,-- - , C 1 r i 1 II 1 a ...,T, I z1 : . am. ' I1I I r. " , i — -- Sherman Associates are proposing to build a 71 unit mixed income building. The building will be a mix of 1, 2, & 3 bedroom units (breakdown shown in following table). Fifty six of the units will be income restricted and the remaining 15 units will be market rate. Unit Mix by Size M V.LOINCUM!So,*e ''CUNHLN1 FkASE Ltflvm SSsdFlom!WFliaw 4thJ''k' 7a1 l 01.1$11 la2 s1 2 $ 4 4 1.1 1Bb Cl MA 996 st 9 10 IN LO 35 mn D1 359 1355 si 4 5 5 SV 19 27# I 1S IS 14 19 71 Below are elevations of the building . i eta�� tu-(Ji ji- II t , y, .; , ijl' L-, • ase Il '„, ,�, lit _, Ili 1 ' I::i ��?ttllt err —d 'I : ill a 1rr ` � it� l .&�U ,, # \ p� , Site Perspiuive facing NW(from Mira ft NEI -- - --- w.i ai j j.�1' 1 qI l- l� 9 �1i NI ii ' ' 111 1(tt - - r ,-/t ii i! - A ('Ittiol_,I'LL -.,S^ 111 .1I I I 1! D j II5IL L.,.i ' _ 1 - 7T-�,is _ 11 lit !L 1 SIT . II �- Sit.Perspective twins SW(from Wes St Mi Staff recommends the Authority approve the attached resolution supporting Sherman Development's application for LCDA-TOD funds. HRA RESOLUTION 2017- RESOLUTION AUTHORIZING THE SUBMISSION OF A GRANT APPLICATION TO THE METROPOLITAN COUNCIL FOR THE TAX BASE REVITALIZATION ACCOUNT FOR THE REDEVELOPMENT OF 4800 EAST RIVER ROAD WHEREAS, the Housing& Redevelopment Authority in and for the City of Fridley(Fridley HRA) is eligible to apply for Livable Communities Act's Local Housing Incentives Account Program for 2017, as determined by the Metropolitan Council; and WHEREAS the Fridley HRA has identified a mixed income housing project adjacent to the Fridley Northstar Commuter Rail Station site that meets the intent of the Livable Communities Act and the policies of the Metropolitan Council's adopted metropolitan development guide ; and WHEREAS the Fridley HRA has the legal authority to apply for financial assistance, and the institutional, managerial, and financial capability to ensure adequate project administration; and WHEREAS the Fridley HRA certifies that it will comply with all applicable laws and regulations as stated in the grant agreement; and WHEREAS the Fridley HRA acknowledges LCDA grants are intended to fund projects or project components that can serve as models, examples or prototypes for development or redevelopment projects elsewhere in the region, and therefore represents the proposed project can be replicated in other metropolitan-area communities. NOW, THEREFORE BE IT RESOLVED that the Chairperson and the Executive Director,are hereby authorized to execute such agreements as are necessary to implement the project on behalf of the applicant. PASSED AND ADOPTED BY THE FRIDLEY HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY, MINNESOTA, THIS 1st DAY OF JUNE, 2017. , CHAIRPERSON WITNESSED: WALTER T. WYSOPAL, EXECUTIVE DIRECTOR I CERTIFY THAT the above resolution was adopted by the Housing and Redevelopment Authority in and for the City of Fridley, Minnesota on June 1, 2017. DEB A. SKOGEN, CITY CLERK MET COUNCIL/ TATI PARKING = 165 STALLS iL1L ±T ,----- . _ . — ta:-. — . , i011101.100 } ill 1 Z it r MH 4 ' tip W,4 ' "MIMI IMMO =I D 1 1 ATIC i— MEM MI 1 , I II ! cH �� C. cl ' cl W �� ELM �, I� ///. Al i I (FILTRATION f l ti j� Cl N POND �� �� Cl 17)I I \1 7Cl I ' I W . i : D l i• �I• II•� a. �v I Cl C2 C2 Mi In= EMI MI- I IN= M IMI = 2 i� C 1 I Cl I t'21 I '— • I I C2 C2 i �=MI= NNE=M= =I D1 D1 I I' I • I Al Ali ,�I m. 1 �I J %i I • i II Al ar - I 5 i C2 ' C2 \ \ NDJI 1 1' \, — . — . -- _ r o COMM. \ \ ` PCJOL PATIO I o - -,..\ 1 ,____ , z . � C2 � I � _, 1.5-0.; t1 I \ - D1 D1 wI 1 ' C1 • V\ D1 1y�_ L ' I � `, 1 I �y \ —PHASE 1 SITE PARKING=36 Cl I C1 I r Cl I: f'- I cz lc, folio (OT LOl OOAMA I A2 mi D1 GGi I �� i r— - - - - 'MC 3 I Cl MYM Dl Cl Cl Al Al Cl OI • ' _ 1 I z N I Cl Al MIXED INCOME Southeast(PHASE 1) = 71 UNITS LL I PHASE 2B SITE I J PARKING=45 D1 ) QLUI • � I I . I INFILTRATION POND I • s_ F `, --,;,,,,,4 Fridley LRT Station - Full-Phase Master Plan - OPTION 1 i -ti,"I 1/26/2017 t I 1, q ,6t,,,e, scale: i"=80' F lal garage parking 63 garage parking 64 site parking 61 I site parking 29 total provided 124I'�' total provided 93 - — I ' L _ Ili III .11 11 Io 1 -I 01 IgI 11- rD 1 1 11 11 11 limb - L� 1 __ D1 1 11 1 � 7" Garage Floor Plan (Mixed Income- Phase I) — ' I1 :ri — ' Cl scale:1"=80'(11x17) 1/26/2016 Cl F -I 'l Al Cl D1 D1 —EN = Cl C1 Cl 'l CI l I— =I Cl Cl C1 Al — — Cl Cl D1 Cl Cl Cl j - -I r — —J Dl Dl � D1 Cl Cl Al Al Cl IP M `l1 First Floor Plan (Mixed Income- Phase I) Garage Floor Plan (Market First Floor Plan(Market scale:1"=80'(11x17) 1/26/2016 Rate)- Phase IIA)-OPTION A Rate)- Phase IIA)-OPTION A scale:1'=80'(11x17) 1/09/2017 score:1"=80'(11x17) 1/09/2017 D1 D1 MARKET RATE Northeast(FUTURE PHASE 2A) Garage Level 23802 First Floor 23384 C 1 Second Floor 23384 C 1 Third Floor 23384 Fourth Floor 23384 C 1 A 1 total: 11773338i .�.�— D1 _ Cl Cl Cl Jj Cl FD1 [ Al D2 D� l Al r - _ D2 D1 C1 Cl Al Al Cl D1 D1 Dl Cl L, i C l A2 Second Floor Plan (Mixed Income- Phase I) Cl C1 scale:1"=80'(11x17) 1/26/2016 Cl Cl Al ' Al Cl Cl MIXED INCOME Southeast(CURRENT PHASE) Garage level 23737 D l D l C 1 C 1 First Floor 23319 Cl Cl Second Floor 23319 r--� Third Floor 2331.9 C l CI C l Fourth Floor 23319 C 1 Cl C l total: 117013 C 1 Al ' A l Al Cl Cl Cl Cl D Cl C1 -Cl Al �i Cl ' 1,� D1 Cl Cl Al Al Cl D1 D1 Dl L LD1D 1 Ls- 3rd/4th Floor Plan (Mixed Income-Phase I) Second Floor Plan (Market 3rd/4th Floor Plan (Market scale:1"=80(11x17) 1/26/2016 Rate) -Phase IIA) -OPTION A Rate)-Phase IIA) -OPTION A scale:1"=80'(11x17) 1/09/2017 scale:1'=80'(11x17) 1/09/2017 MIXED INCOME Southeast(CURRENT PHASE) In Floor 2nd Floor 3rd Floor 4th Floor Tom& AI-1BR 802 sf 2 3 4 4 13 18% MARKET RATE Northeast(FUTURE PHASE 2A) Ci-2139 996 sf 9 10 10 10 39 55% 1st Floor 2nd Floor 3rd Floor 4th Floor Total 01-300 1335sf 4 5 5 5 19 27% AI-SBP B02 sf 2 3 4 4 13 18% 15 18 29 19 71 C3-269 996 si 9 10 10 10 39 55% 01-390 1335sf 4 5 5 5 19 2751 15 18 19 19 71 IlkWkoas Fridley LRT Station - Full-Phase Master Plan - OPTION 1 wiison architects scale: 1"=80' 1/26/2017 MARKET RATE SENIOR West{FUTURE PHASE 28) 1st Floor 2nd Floor 3rd floor subtotal Total A1.18R 690 6 8 8 22 garage parking 120 Al-188 718 2 3 3 8 site parking 48 A3-1BR 744 - 1 1 2 92 34% total provided 168 B1-1BR+D 942 - 1 1 2 2% C1-2BR 1187 7 7 7 21 MARKET RATE SENIOR West(FUTURE PHASE 2E C2-2BR 1036 8 9 9 26 Garage Level 43069 CR-2BR 1179 - 1 1 2 First Floor 42216 Calii2BR 975 1 1 2 Second Floor 42216 C5-2BR 1296 - 1 1` 2 53 57% Third Floor 42216 D1-3BR 1335sf 2 2 21 6 6% 25 34 34 93 total: 159717 IIM -= -- C2 ' C2 C2 ' C2 -- 'C2 C2 C2 C2 __ I - _I Al Al Al ' Al _EN I I :M. '- Al ' Al Al ' Al --MI -- C2 ' C2 C2 C2 • -MB - C2 ' C2 C2 C2 - , - — A NDOO - - POOL '' BI A3 „' L\tt I I e C�5^ A2 C4 fil 1�_ I L_ ' ! Al ,II 11 111 I I AC2 C3 _— _ II In_ Al I_ Cl C1 Cl Cl 1 NE JIM =- Cl C1 C1 Cl =1 A2 Cl C1 I_ A2T A2 I � -_ Cl Cl _= —I Al ' Al pami. ClAl C1A1 a '• I Dl J Dl J Garage Floor Plan (Senior First Floor Plan (Senior 2nd/3rd Floor Plan (Senior Independent- Phase IIB) Independent- Phase IIB) Independent-Phase IIB)- scale:1"=80'(11x17) 1/09/2017 scale:1..80'(1 lx1 7) 1/09/2017 scale:1"=80(11x17) 1/09/2017 akaon Fridley LRT Station - Full-Phase Master Plan - OPTION 1 lik l�hileds ikon scale: 1"= 80' 1/26/2017 .i AGENDA ITEM 1111. F�;a�ey HRA MEETING OF JUNE 1 , 2017 To: Wally Wysopal, Executive Director of HRA From: Shelly Peterson, Finance Director Date: May 23, 2017 Re: Resolution Authorizing Membership in the 4M Fund Attached is the resolution authorizing membership in the 4M Fund. Staff seeks to open an account with 4M to provide another investment option for the HRA. The City opened a 4M Fund account in 2016 and has found it to be an excellent option for funds that need to remain liquid. With the HRA projects scheduled for the near future this will provide an opportunity to earn a higher yield on short-term funds. 4M was established back in 1987 as a means for municipalities to jointly invest funds to enhance their investment opportunities. There is no cost to become a member of 4M Fund. Sponsored and governed by the League of Minnesota Cities, the 4M Fund is a unique banking and investment alternative for Minnesota cities. Managed in accordance with Minnesota Statutes and customized specifically for public entities, the 4M Fund provides safety, daily liquidity, and highly competitive yields. The 4M Fund is administered by PMA Financial Network. Staff recommends the Authority authorize membership in the 4M Fund. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY COUNTY OF ANOKA STATE OF MINNESOTA HRA RESOLUTION NO. 2017- RESOLUTION AUTHORIZING MEMBERSHIP IN THE 4M FUND FOR THE HOUSING AND REDEVELOPMENT AUTHORITY WHEREAS, Minnesota Statutes (the Joint Powers Act)provides that governmental units may jointly exercise any power common to the contracting parties; and WHEREAS, the Minnesota Municipal Money Market Fund (the 4M Fund)was formed in 1987, pursuant to the Joint Powers Act and in accordance with Minnesota Investment Statutes,by the adoption of a joint powers agreement in the form of a Declaration of Trust; and WHEREAS, the Declaration of Trust, which has been presented to the Fridley Housing& Redevelopment Authority(Fridley HRA), authorizes municipalities of the State of Minnesota to become Participants of the Fund and make use from time to time including the 4M Liquid Asset Fund, the 4M Plus Fund, the Term Series, the Fixed Rate Programs, and other Fund services offered by the Fund; and WHEREAS, the Fridley HRA deems it to be in the best interest for the authority to make use of, from time to time,the approved services provided by the 4M Fund's service providers including the Investment Advisor(Prudent Man Advisors, Inc.) or Sub-Advisor (RBC Global Asset Management(U.S.) Inc.), the Administrator(PMA Financial Network, Inc.), the Distributor(PMA Securities, Inc.) or the Fixed Rate Program Providers, PMA Financial Network, Inc. and PMA Securities, Inc., and the Custodian, U.S. Bank National Association, ("Service Providers") and/or their successors. WHEREAS,this Fridley HRA deems it advisable for this authority to enter into the Declaration of Trust and become a Participant of the Fund for the purpose of joint investment with other municipalities so as to enhance the investment earnings accruing to each; now, therefore BE IT RESOLVED AS FOLLOWS: Section 1. This authority shall become a Participant of the Fund and adopt and enter into the Declaration of Trust, a copy of which shall be filed in the minutes of this meeting. The appropriate officials are hereby authorized to execute those documents necessary to effectuate entry into the Declaration of Trust and the participation of all Fund programs. Section 2. This authority is authorized to invest monies from time to time and to withdraw such monies from time to time in accordance with the provisions of the Declaration of Trust. The following named City/Fridley HRA employees or their successors are designated as "Authorized Officials"with authority to effectuate investments and withdrawals in accordance with the Declaration of Trust: Shelly Peterson/Finance Director Print Name/Title Signature Korrie Johnson/Assistant Finance Director Print Name/Title Signature Walter T. Wysopal/HRA Executive Director Print Name/Title Signature (Additional names may be added on a separate list. The Finance Director shall advise the Fund of any changes in Authorized Officials in accordance with Fund procedures.) Section 3. The Trustees of the Fund are designated as having official custody of those monies invested in accordance with the Declaration of Trust. Section 4. That the authority may open depository and other accounts, enter into wire transfer agreements, safekeeping agreements, third party surety agreements securing deposits, collateral agreements, letters of credit, lockbox agreements, or other applicable or related documents with institutions participating in Fund programs including U.S. Bank National Association, or its successor, or programs of PMA Financial Network, Inc. or PMA Securities, Inc. for the purpose of transaction clearing and safekeeping, or the purchase of certificates of deposit ("CDs") or other deposit products and that these institutions shall be deemed eligible depositories for the authority. PMA Financial Network, Inc. and PMA Securities, Inc. and their successors are authorized to act on behalf of this authority as its agent with respect to such accounts and agreements. Monies of this entity may be deposited in such depositories, from time to time in the discretion of the Authorized Officials, pursuant to the Fund's Programs available through its Services Providers. PASSED AND ADOPTED BY THE FRIDLEY HOUSING & REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF FRIDLEY THIS 1St DAY OF JUNE 2017. PATRICIA GABEL, CHAIRPERSON ATTEST: WALTER T.WYSOPAL—EXECUTIVE DIRECTOR 2 INFORMATIONAL ITEM ic;r1diey HRA MEETING OF JUNE 1, 2017 To: Wally Wysopal, Executive Director of HRA From: Paul Bolin, Assistant Executive Director Date: May 24, 2017 Re: Northern Stacks Update If you've been regularly driving down East River Road, you have noticed that the construction activity never stops on the Northern Stacks site. In fact, the development is happening at a much quicker pace than anyone had predicted. Building permit applications are in the works for the next building and environmental work, on the fourth and final phase of the project, is taking place this summer. Paul Hyde will be in to provide an update on his project next Thursday night and outline what remaining assistance he would like to see from the Authority. Northern Stacks Fridley,MN 7" .. "t7r11?4„.-'-14. r Y � S 3 5/2.51 1?. Fridley HRA Housing Program Summary Cover Page June 1 , 2017 HRA Meeting Report Description Loan Summary Report Loan application activity (e.g. mailed out, in process, closed loans) for year- to-date. Also shows the number of field appointments scheduled and completed for the Remodeling Advisor Services administered by Center for Energy and Environment. Home Energy Squad E-mail detailing recent activity and year to date. At the time of packet compilation, we had not received the Home Energy Squad update. I will provide the information on Thursday night. H:\--Paurs Documents\HRA\HRA Agenda Items\2017\6 June 1,2017\1-2 Housing Program Cover June 1,2017.docx FRIDLEY Loan Summary Report Activity for Period 4/16/17 - 5/15/17 cce's Center for Energy and Environment Application packets requested/mailed: This period: 1 Year-to-Date: 1 Residential Advisor Visits: This period: 2 Year-to-Date: 2 Loans currently in process for residents in your City/Neighborhood: 6 Closed Loans This period: Year-to-Date: Fridley Units Units 0 0 Closed End 20,112.94 2 44,742.99 3 Last Resort 0.00 0 0.00 0 Last Resort Emergency 0.00 0 0.00 0 Deferred Mobile Home Closed End 0 0 Total 20,112.94 2 44,742.99 3 Leveraged Funds This period: Units Year-to-Date: Units CEE 10,353.00 1 10,353.00 1 Total 10,353.00 1 10,353.00 1 Types of Improvements Financed YTD #of Projects %of Total Types of Properties Financed YTD # %of Total Gara 9 a Single Family Residence 4 100.00 1 16.67 Heating System 1 16.67 Other Interior Improvements 1 16.67 Plumbing 1 16.67 Windows, Doors,Storm Windows, Storn 2 33.33 47,-," _ . ilqr, ,- .....,,,,,,...,.,-- . -.... ,,,,,- .-.,. t , p E Co qty y_ . + �1-., E a v { .,Eer .0 Of) _ � " '� " gyp . 4-1 V R i _ E 0 . ; o i _ ,,,_ -4— >, d3 ____ ------_ ,.. - - R,.., o +-+ C.,_ - - _ a „. c.,,) cl. 0 L (D L - 7.._:_,..-t,,,,,,,,-----,- --_ . -,.,=-7—7. 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