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06-18-24 HRA Agenda June 18, 2024 — 6:30 PM Golden Valley City Hall Hybrid Meeting 1.Call to Order 1.A.Roll Call 2.Approval of Agenda 3.Consent Agenda Approval of Consent Agenda - All items listed under this heading are considered to be routine and will be enacted by one motion. There will be no discussion of these items unless a Commission Member so requests in which event the item will be removed from the general order of business and considered in its normal sequence on the agenda. 3.A.Sentinel Development First Amendment to Contract for Private Development and Subordination of Development Contract 3.B.Closing Date Extension to the Contract for Development Between the Housing and Redevelopment Authority (HRA) and Greater Metropolitan Housing Corporation (GMHC) for 208 Meander Road and 4707 Circle Down 3.C.Adopt HRA Resolution No. 24-02 Accepting and approving Minnesota Housing Community Impact Fund grant agreements for the Home Ownership Program for Equity (HOPE) for Single-Family, Duplex, and Rowhomes 4.Public Hearing - None. 5.Old Business - None. HRA REGULAR MEETING AGENDA Housing and Redevelopment Authority meetings are being conducted in a hybrid format with in- person and remote options for attending, participating, and commenting. The public can make statements in this meeting during public comment sections, including the public forum beginning at 6:20 pm. Remote Attendance/Comment Options: Members of the public may attend this meeting by watching on cable channel 16, streaming on CCXmedia.org, streaming via Webex, or by calling 1-415-655-0001 and entering access code 2632 751 5753 and webinar password 1234. Members of the public wishing to address the Council remotely have two options: Via web stream - Stream via Webex and use the ‘raise hand’ feature during public comment sections. Via phone - Call 1-415-655-0001 and enter meeting code 2632 751 5753 and webinar password 1234. Press *3 to raise your hand during public comment sections. City of Golden Valley HRA Regular Meeting June 18, 2024 — 6:30 PM 1 6.New Business - None. 7.Adjournment City of Golden Valley HRA Regular Meeting June 18, 2024 — 6:30 PM 2 EXECUTIVE SUMMARY Community Development 763-512-2345 / 763-512-2344 (fax) Golden Valley Housing and Redevelopment Authority Meeting June 18, 2024 Agenda Item 3.A. Sentinel Development First Amendment to Contract for Private Development and Subordination of Development Contract Prepared By Christine Costello, Housing & Economic Development Manager Maria Cisneros, City Attorney Summary On June 20, 2023, the Golden Valley Housing and Redevelopment Authority (HRA) approved the tax increment financing (TIF) plan and related development agreements for a mixed use housing and development at 8200 and Golden Valley Road and 8250 Golden Valley Drive. The commercial portion of the development included the replacement and relocation of the Wells Fargo Bank on the southwest corner of the site. The new bank has been constructed and the developer will begin removal of the old bank shortly. The housing portion of the development will include a 303-unit mixed income multifamily rental community that will include a total of 257 market rate units and 46 units at 60% AMI for a period of twenty years. This is the first multifamily rental community under the City's Mixed Income Housing Policy. The units will be a mix of studio, one-, two-, and three-bedroom apartment homes and will include a 450 space parking ramp wrapped around the building. In conformance with land use approval requirements imposed by the City, the developer recently completed a replat the site, which resulted in new legal descriptions for the two parcels. Accordingly, the development agreement and related agreements must be amended to reflect the new legal description. In addition, the HRA approved a Renewal and Renovation TIF District and a PAYGO note with a principal amount of up to $11,243,000 generated by the project based on an interest rate of 6%. The developer is responsible for incurring all upfront costs of the project, then the developer will be reimbursed from tax increment revenue as it is received. As part of development process often developers will secure a bridge loan to continue a development project to ensure it will proceed without delay. The developer has requested a bridge loan from their lender to continue development. As part of that process a TIF subordination agreement is required. This agreement ensures the lender will be paid back its loan amount before the developer receives any TIF and is contemplated in and authorized by section 7.1 of the Development Agreement. 3 Financial or Budget Considerations There is no budget impact to the HRA related to these agreements. No TIF has been received since the development is not complete and the City still retains the full letter of credit for the public improvements (Exhibit G) per the development agreement. Legal Considerations Legal counsel and reviewed both agreements to ensure they meet the HRA's best interest. Equity Considerations This development meets the City's goals to preserve and promote economically diverse housing options in our community by creating high quality housing in Golden Valley for households with a variety of income levels. Recommended Action Motion to approve First Amendment to Contract for Private Development and Subordination of Development Contract in the form approved by the City Attorney. Supporting Documents Contract for Private Development Agreement between HRA and 640 Golden Valley LLC First Amendment to Private Development Agreement between HRA and 640 Golden Valley LLC Subordination of Development Agreement 4 Aug 2, 2023 9:28 AM Hennepin County, Minnesota Daniel Rogan County Auditor and Treasurer 1111111111111111111111 LAND TYPE Abstract (A) DOC NUM 11219758 Certified, filed and/or recorded on Aug 2, 2023 9:28 AM Office of the County Recorder Hennepin County, Minnesota Amber Bougie, County Recorder Daniel Rogan, County Auditor and Treasurer Deputy 170 Document Recording Fee Document Total PIP Notes Lot 1, Block 1, Valley Square 3rd Addition has been replatted. Ignore this legal description. Roxy Kuhl Senior Property Desc Tech Pkg ID 2588115E 46.00 46.00 This cover sheet is now a permanent part of the recorded document. 5 Execution Copy CONTRACT FOR PRIVATE DEVELOPMENT By and Between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY and 640 GOLDEN VALLEY, LLC This document drafted by: KENNEDY & GRAVEN, CHARTERED (RHB) 150 South Fifth Street Suite 700 Minneapolis, MN 55402 612)337-9300 GL135-48-868513.v7 6 PREAMBLE .............. TABLE OF CONTENTS ARTICLE I Definitions PAGE 1 Section1.1. Definitions................................................................................................................2 Section1.2. Exhibits...................................................................................................................5 Section 1.3. Rules of Interpretation............................................................................................5 ARTICLE II Representations and Warranties Section 2.1. Representations by the HRA....................................................................................6 Section 2.2. Representations and Warranties by the Developer..................................................7 ARTICLE III Acquisition of Development Property: Public Assistance Section 3.1. Acquisition of Development Property .....................................................................7 Section 3.2. Issuance of Pay -As -You -Go Note...........................................................................7 Section 3.3. Conditions Precedent to Issuance of the Note.........................................................8 Section3.4. Records....................................................................................................................9 Section 3.5. No Business Subsidy................................................................................................9 ARTICLE IV Construction of Minimum Im rovements. Public Improvements-, Incorne Restrictions Section 4.1. Construction of Minimum Improvements...............................................................9 Section 4.2. Preliminary Plans and Construction Plans.............................................................10 Section 4.3. Commencement and Completion of Construction.................................................10 Section 4.4. Certificate of Completion......................................................................................11 Section 4.5 Public Improvements.............................................................................................12 Section4.6 Letter of Credit.......................................................................................................12 Section 4.7. Declaration Regarding Income Restrictions..........................................................13 Section 4.8. Affordable Housing Plan.......................................................................................15 Section 4.9. Equal Opportunity Practices..................................................................................15 ARTICLE V Insurance Section 5.1. Insurance ................................................. Section 5.2. Evidence of Insurance ............................ 1 GL135-48-868513.v7 7 PAGE ARTICLE VI Payment of Taxes; Use of Tax Increment Section6.1. Taxes......................................................................................................................16 Section 6.2. Right to Collect Delinquent Taxes and Special Assessments................................16 Section 6.3. Use of Tax Increment.............................................................................................17 ARTICLE VII Restrictions on Sale of Minimum Imp ements• Termination of Agreement Section 7.1. Prohibition Against Sale of Minimum Improvements...........................................17 Section 7.2. Termination of Agreement.....................................................................................18 ARTICLE VIII Events of Default Section 8.1. Events of Default Defined.....................................................................................18 Section 8.2. Remedies on Default..............................................................................................19 Section 8.3. Remedies after Certificate of Completion.............................................................20 Section 8.4. No Remedy Exclusive............................................................................................20 Section 8.5. No Additional Waiver Implied by One Waiver.....................................................20 ARTICLE IX Additional Provisions Section 9.1. Conflict of Interests; Representatives Not Individually Liable Section 9.2. Equal Employment Opportunity ............................................... Section 9.3. Restrictions on Use................................................................... Section 9.4. Notices and Demands............................................................... Section 9.5. Counterparts.............................................................................. Section 9.6. Disclaimer of Relationships...................................................... Section9.7. Amendment............................................................................... Section 9.8. Recording; Agreement Runs with the Land .............................. Section 9.9. Release and Indemnification Covenants ................................... Section 9.10. Titles of Articles and Sections .................................................. Section 9.11. Governing Law; Venue............................................................. Section 9.12. Fees and Charges...................................................................... Section 9.13. Notice of Unavoidable Delays .................................................. TESTIMONIUM............................................................................................... SIGNATURES.................................................................................................. EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D GL135-48-868513.v7 21 21 21 21 22 22 22 22 22 22 22 22 23 LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY LIST OF PRELIMINARY PLANS FORM OF CERTIFICATE OF COMPLETION FORM OF AUTHORIZING RESOLUTION WITH NOTE 11 24 24-25 8 EXHIBIT E FORM OF INVESTMENT LETTER EXHIBIT F FORM OF DECLARATION OF RESTRICTIVE COVENANTS EXHIBIT G LIST AND ESTIMATED COST OF PUBLIC IMPROVEMENTS iii GL 135-48-868513.v7 9 CONTRACT FOR PRIVATE DEVELOPMENT This Contract for Private Development (the "Agreement") is made this day of 2023, by and between the Housing and Redevelopment Authority in and for the City of Golden Valley, a public body corporate and politic under the laws of Minnesota, having its principal office at 7800 Golden Valley Road, Golden Valley, MN 55427 (the "HRA"), and 640 Golden Valley, LLC, a limited liability company under the laws of Minnesota, having its principal office at 5215 Edina Industrial Blvd., Suite 100, Edina, MN 55439 (the "Developer"). WITNESSETH: WHEREAS, the HRA has established the Valley Square Redevelopment Project Area (the Redevelopment Project Area") and adopted a Redevelopment Project Plan pursuant to Minnesota Statutes, sections 469.001 through 469.047, as amended, to encourage development and redevelopment in the Redevelopment Project Area; and WHEREAS, the HRA finds that it is in the public interest, helpful for the tax base and beneficial for the health, safety and welfare of the community as a whole to promote mixed use redevelopment of the Redevelopment Project Area with, among other uses, market rate and affordable housing in locations where it is compatible with surrounding land uses; and WHEREAS, the HRA finds that, due to market conditions which exist today and are likely to persist for the foreseeable future, the private sector alone is not able to accomplish construction of affordable housing and, therefore, such will not occur without public intervention; and WHEREAS, to foster the redevelopment described above, the HRA has also established Tax Increment Financing (Renewal and Renovation) District within Valley Square Redevelopment Project Area (the "TIF District"), and adopted a tax increment financing plan related thereto (the TIF Plan"), all pursuant to Minnesota Statutes, sections 469.174 through 469.1794, as amended the "TIF Act"); and WHEREAS, the Developer has proposed to develop the property generally located east of Wisconsin Avenue North, south and west of Golden Valley Road and north of Golden Valley Drive, and defined in this Agreement as the Development Property, through construction of a project consisting of approximately 303 multifamily rental apartments, approximately 440 to 450 spaces of structured parking and a new commercial building (collectively, the "Minimum Improvements"), as more fully described herein; and WHEREAS, the HRA believes the Developer's proposal is in the vital and best interests of Golden Valley and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of the applicable state and local laws and requirements for which the Redevelopment Project Area and the TIF District were established. NOW, THEREFORE, in consideration of the covenants and the mutual obligations of the parties hereto, each does hereby covenant and agree with the other as follows: 1 GL135-48-868513.v7 10 ARTICLE I Definitions Section 1.1. Definitions. In this Agreement the following terms shall have the meanings given below unless a different meaning clearly appears from the context: Administrative Costs" means the administrative expenses incurred by the HRA regarding the TIF District as defined in section 469.174, subd. 14 of the TIF Act. Affordable Housing Plan" means the plan submitted by the Developer regarding the creation and maintenance of affordable housing and required by the City's Mixed Income Housing Policy. Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. Assessor" means the Hennepin County assessor. Authorizing Resolution" means the resolution, in substantially the form attached hereto as Exhibit D, which authorizes the issuance of the Note by the HRA Executive Director upon satisfaction of the conditions precedent specified in Section 3.3 of this Agreement. Available Tax Increment" means 90 percent of the Tax Increment paid to the HRA by the County with respect to the Development Property and the Minimum Improvements. Business Subsidy Act" means Minnesota Statutes, sections 1161993 through I I6J.995, as amended. Certificate of Completion" means the certificates, in substantially the form attached hereto as Exhibit C, which will be provided by the HRA to the Developer pursuant to Article IV of this Agreement. City" means the city of Golden Valley, a municipal corporation under the laws of Minnesota. City Approvals" means, collectively, the comprehensive plan amendment, rezoning, final plat and any other land use approvals required by the City prior to the Developer being authorized to construct the Minimum Improvements. Construction Plans" means the final plans for construction of the Minimum Improvements which will be submitted by the Developer pursuant to section 4.2 of this Agreement. County" means Hennepin County, Minnesota. 2 GL135-48-868513.v7 11 Declaration" means the Declaration of Restrictive Covenants substantially in the form attached hereto as Exhibit F. Developer" means 640 Golden Valley, LLC, a limited liability company under the laws of Minnesota. Development Property" means the property generally located east of Wisconsin Avenue North, south and west of Golden Valley Road and north of Golden Valley Drive in Golden Valley. The property is legally described in Exhibit A attached hereto. this Agreement. Final Payment Date" means the earliest • (i) the •. • which the entire • of and interest • the Note have been paid in full; • (ii) February 1, 2043 • (iii) the date this Agreement or the Note is terminated or cancelled in accordance with the terms hereof or deemed paid in full; or (iv) the February I following the date the TIF District is terminated in accordance with the TIF Act. Housing and Redevelopment Authority" or "HRA" means the Housing and Redevelopment Authority in and for the City of Golden Valley. Housing and Redevelopment Authority Act" or "HRA Act" means Minnesota Statutes sections 469.001 through 469.047, as amended. Letter of Credit" or "LOC" means the Letter of Credit to be delivered by or on behalf of the Developer to the City with regard to the Public Improvements. Material Change" means a substantial change in the Construction Plans which requires new • revised City Approvals • • which will likely adversely affect the generation • Tax Increment from the Development Property or Minimum Improvements. Minor changes in the i lth-lglf ff!tr- units or parking spaces, or the number of affordable units will not constitute a Material Change. Minimum Improvements" means the construction of approximately 303 units of market cate and affordable housing, a commercial building containing about 4,348 square feet and structured parking sufficient to meet City zoning requirements, which is approximately 440-450 spaces. After completion of the Minimum Improvements, the term shall mean the Development Property as improved by the Minimum Improvements. Policy. Note" means the taxable Tax Increment Revenue Note, in substantially the form set forth in the Authorizing Resolution, to be delivered by the HRA to the Developer to reimburse the Developer for the Qualifying Costs pursuant to Article III of this Agreement. GL135-48-868513.v7 12 Payment Date" means August 1, 2027 and each February 1 and August 1 thereafter to and including the Final Payment Date. Phasing" means the phased opening of the Minimum Improvements, by approval of partial occupancy permits or otherwise provided that the building envelope is constructed consistent with the requirements of the City Code and all fire and life safety systems are fully operational. Preliminary Plans" means the plans of the Minimum Improvements referenced in Exhibit B attached hereto. Public Assistance" means the financial assistance to be offered by the HRA to the Developer through issuance of the Note. Public Improvements" means the public infrastructure and related improvements to be constructed by the Developer and dedicated to the City. The elements and estimated cost of the Public Improvements are listed on Exhibit G attached hereto. Qualifying Costs" means the actual cost, in an amount not exceeding $11,243,000, of site acquisition, demolition of existing structures, public infrastructure, site preparation, site improvements, utilities, structured parking and other qualifying expenditures made by the Developer related to completion of the residential component of the Minimum Improvements which the HRA intends to partially reimburse through the Note. Qualifying Tenants" shall have the meaning given to it in the Declaration. Redevelopment Project Area" means the HRA's Valley Square Redevelopment Project Area. Redevelopment Project Plan" means the redevelopment plan for the Redevelopment Project Area, which was adopted on July 10, 1978 and most recently revised in 1997. Rental Housing Unit" means one of the 303 rental housing units constructed as part of the Minimum Improvements. Sale" means any conveyance of fee simple title in and to the Minimum Improvements or the Development Property, as more fully defined in Article VII of this Agreement. State" means the state of Minnesota. Substantial Completion" means completion of the commercial and residential components of the Minimum Improvements to a degree allowing the issuance of a temporary certificate of occupancy for the respective element of the Minimum Improvements by the City's building official. 4 GL13548-868513.0 13 Tax Increment" means the tax increment, as that term is defined in Minnesota Statutes, section 469.174, subd. 25, which is paid to the HRA by the County with respect to the Minimum Improvements and the Development Property. Tax Increment Financing Act" or "TIF Act" means Minnesota Statutes, sections 469.174 through 469.1794, as amended. Tax Increment Financing District" or "TIF District" means Tax Increment Financing Renewal and Renovation) District within Valley Square Redevelopment Project Area, a renewal and renovation district within the meaning of section 469.174, subd. 1 Oa of the TIF Act. Tax Increment Financing Plan" or "TIF Plan" means the tax increment plan for the TIF District which was approved by the HRA and the City on June 20, 2023. Tax Official" means the Assessor, County auditor, County or state board of equalization, the commissioners of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. Termination Date" means the earlier of: (i) the date the TIF District is terminated in accordance with the TIF Act; or (ii) the date the Note is paid in full. Unavoidable Delays" means a failure or delay in a party's performance of its obligations under this Agreement, or during any cure period specified in this Agreement which does not entail the mere payment of money, not within the parry's reasonable control including but not limited to acts of God; pandemic or other public health emergency; delays which are the direct result of adverse weather conditions; strikes or other labor troubles; problems with supply chain or materials pricing; fire or other casualty to the Minimum Improvements; litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays; or, except those of the HRA reasonably contemplated by this Agreement, any acts or omissions of any federal, State or local governmental unit, including delays in permitting not caused by the inaction of the Developer, which directly result in delays in construction of the Minimum Improvements; or any other cause beyond the reasonable control of a party. Section 1.2. Exhibits. The following exhibits are attached to and by reference made a part of this Agreement: Exhibit A. Legal Description of Development Property Exhibit B. List of Preliminary Plans Exhibit C. Form of Certificate of Completion Exhibit D. Form of Authorizing Resolution with Note Exhibit E. Form of Investment Letter Exhibit F. Form of Declaration of Restrictive Covenants Exhibit G. List and Estimated Cost of Public Improvements Section 1.3. Rules of IntegHg1 tion. (a) This Agreement shall be interpreted in accordance with and governed by the laws of Minnesota. GL135-48-868513.v7 14 b) The words "herein" and "hereof' and words of similar import, without reference to any particular section or subdivision, refer to this Agreement as a whole rather than any particular section or subdivision hereof. c) References herein to any particular section or subdivision hereof are to the section or subdivision of this Agreement as originally executed. d) Any titles of the several parts, articles and sections of this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of its provisions. ARTICLE II Representations and Warranties Section 2.1. Representations by the HRA. The HRA makes the following representations as the basis for the undertaking on its part herein contained: a) The HRA is a public body corporate and politic under the laws of Minnesota. The HRA has the authority to enter into this Agreement and carry out its obligations hereunder. b) The HRA has approved execution of this Agreement. The individuals executing this Agreement and related agreements and documents on behalf of the HRA have the authority to do so and to bind the HRA by their actions. c) The Redevelopment Project Area is a redevelopment project which was created, adopted, approved and revised in accordance with the HRA Act. d) The TIF District is a renewal and renovation tax increment financing district within the meaning of Section 469.174, Subd. 10a of the TIF Act and was created, adopted and approved in accordance with the TIF Act. e) There are no previous agreements currently in effect to which the HRA is a party pertaining to the Development Property which would preclude the parties from entering into this Agreement or which would impede the fulfillment of the terms and conditions of this Agreement. f) The activities of the HRA pursuant to this Agreement are undertaken pursuant to the Redevelopment Project Plan and the TIF Plan and are for the purpose of development of the Development Property with a housing and commercial project. g) The HRA will act in a timely manner to consider all approvals required under this Agreement and will cooperate with the Developer in seeking consideration of any approvals which must be granted by other public entities. 6 GL135-48-868513.v7 15 Section 2.2. Representations and Warranties by the DeveloLier. The Developer makes the following representations and warranties as the basis for the undertaking on its part herein contained: a) The Developer is a limited liability company validly existing and in good standing under the laws of the state of Minnesota. The Developer has the authority to enter into this Agreement and carry out its obligations hereunder. b) The persons executing this Agreement and related agreements and documents on behalf of the Developer have the authority to do so and to bind the Developer by their actions. c) The Developer will construct the Minimum Improvements in substantial accordance with the terms of this Agreement, the Redevelopment Project Plan, the TIF Plan, the Construction Plans and all local, State and federal laws and regulations, including, but not limited to, environmental, zoning, building code and public health laws and regulations. d) The Developer will apply for and use all reasonable efforts to obtain, in a timely manner, all other required permits, licenses and approvals from the City, and will meet, in a timely manner, the 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 or used for their intended purpose. e) The Developer has analyzed the economics of acquisition of the Development Property, the cost of demolition of existing structures, public infrastructure improvements, site preparation, site improvements, utilities and construction of the Minimum Improvements and concluded that, absent the Public Assistance to be offered under this Agreement, it would not undertake this project. f) 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, conditions or provisions of any corporate organizational documents or any evidence of indebtedness, agreement or instrument of whatever nature to which the Developer is now a party or by which it is bound, or constitutes a default under any of the foregoing. ARTICLE III Acguisition of Development Property; Public Assistance Section 3.1. Acquisition of Development Propertv. The Development Property is owned by several third parties. The Developer agrees to acquire fee ownership of all of the Development Property on or around July 1, 2023. The HRA makes no representations to the Developer regarding the suitability of the Development Property for the use and purpose intended by the Developer. Section 3.2. Issuance of Pay- LS-You-Go Note. (a) In consideration of the Developer incurring the Qualifying Costs while constructing the Minimum Improvements, the HRA will issue 7 GL135-48-868513.0 16 to the Developer the Note in the principal amount up to $11,243,000 in substantially the form set forth in the Authorizing Resolution attached hereto as Exhibit D. The HRA and the Developer agree that the consideration from the Developer for the purchase of the Note will consist of the Developer's payment of the Qualifying Costs which are eligible for reimbursement with Tax Increment and which are incurred by the Developer in at least the principal amount of the Note. The Authorizing Resolution will authorize delivery of the Note by the HRA's Executive Director upon satisfaction by the Developer of all the conditions precedent specified in section 3.3 of this Agreement and interest will begin accruing on the date of delivery of the Note. Any statement or estimate of Qualifying Costs will not be treated as a limitation on reimbursement for any single category of Qualifying Costs provided the Qualifying Costs in total do not exceed the principal amount of the Note. b) Subject to the provisions thereof, the Note shall bear simple, non -compounding interest at the rate of 6.0% per annum. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. Principal and interest on the Note will be payable on each Payment Date; however, the sole source of funds required to be used for payment of the HRA's obligations under this Agreement and under the Note shall be the Available Tax Increment received in the 6-month period preceding each Payment Date. On each Payment Date the Available Tax Increment shall be credited against the accrued interest then due on the Note and then applied to reduce the principal. In the event the Available Tax Increment is not sufficient to pay the accrued interest, the unpaid accrued interest shall be carried forward without interest. All Tax Increment in excess of the Available Tax Increment necessary to pay the principal and accrued interest on the Note is not subject to this Agreement, and the HRA retains full discretion as to any authorized application thereof. To the extent that the Available Tax Increment is insufficient through the Final Payment Date to pay all amounts otherwise due on the Note, said unpaid amounts shall then cease to be any debt or obligation of the HRA whatsoever. No interest will accrue during any period in which payments have been suspended pursuant to this Agreement unless it is determined that the suspension of payments was not warranted under this Agreement either by the HRA or by adjudication. c) The Developer understands and acknowledges that the HRA makes no representations or warranties regarding the amount of Available Tax Increment or that revenues pledged to the Note will be sufficient to pay the Note. Any estimates of Tax Increment prepared by the HRA or its municipal advisors in connection with the TIF District or this Agreement are for the benefit of the HRA and are not intended as representations on which the Developer may rely. Section 3.3. Conditions Precedent to Issuance of the Note. Notwithstanding anything in this Agreement to the contrary, the HRH's Executive Director is authorized to issue the Note to the Developer only after all of the following conditions precedent have been satisfied: a) The Developer has acquired all of the Development Property in fee; b) The Developer has executed this Agreement and it has been recorded against the Development Property; c) The Developer has executed the Declaration of Restrictive Covenants and it has been recorded against the Development Property; GL135-48-868513.v7 17 d) The Developer has paid the fees provided for in section 9.12 of this Agreement and all other fees due to the HRA and the City; e) The Developer has achieved Substantial Completion of all elements the Minimum Improvements and the HRA has issued the Certificates of Completion; f) The Developer has submitted evidence, including paid receipts and lien waivers, it has incurred and paid for the Qualifying Costs in an amount not less than the principal amount of the Note; g) The Developer has constructed the Public Improvements and has submitted the required warranty bond related thereto and the Public Improvements have been accepted by the City; h) The Developer has made the certification regarding labor payments required under section 4.3(b) of this Agreement; i) The Developer has submitted the Investment Letter in the general form attached hereto as Exhibit E; 0) The HRA has adopted the Authorizing Resolution; and k) There has been no Event of Default on the part of the Developer which has not been cured. Section 3.4. Records. The HRA and its representatives will have the right at all reasonable times after reasonable notice to inspect, examine and copy invoices paid by the Developer and/or its general contractor relating to the Minimum Improvements and the Qualifying Costs for which the Developer will be reimbursed under the Note. Section 3.5. No Business Subsidy. All of the Public Assistance offered by the HRA to the Developer under this Agreement is with regard to the residential component of the Minimum Improvements. In addition, the Developer's acquisition cost of the Development Property and site preparation exceeds 70% of the assessor's current year's estimated market value of the property. Accordingly, this project qualifies for exceptions under Minnesota Statutes, section 116J.993, subd. 3(7) and (17) and the Public Assistance is not a business subsidy within the meaning of the Business Subsidy Act. ARTICLE IV Construction of Minimum Improvements; Public Improvements* Income Restrictions Section 4.1. Construction of Minimum Improvements. The Developer agrees that it will construct the Minimum Improvements on the Development Property substantially in accordance with the Preliminary Plans and the Construction Plans. The Developer acknowledges that, in addition to the requirements of this Agreement, construction of the Minimum Improvements will 9 GL135-48-868513.v7 18 necessitate compliance with the City Approvals and possible approvals by other governmental agencies. To the extent such approvals have not already been obtained, the Developer agrees to submit in a timely manner all applications for and pursue to their conclusion all other approvals needed prior to constructing the Minimum Improvements. Section 4.2. Prelimin4r y Plans and Construction Plans. (a) The Developer has submitted and the HRA has approved the Preliminary Plans listed in Exhibit B attached hereto. Prior to beginning construction on the Minimum Improvements, the Developer shall submit dated Construction Plans to the City. The Construction Plans shall provide for the construction of the Minimum Improvements and shall be in substantial conformity with the Preliminary Plans and this Agreement. The City will approve the Construction Plans, including plans for Phasing, if they (1) are substantially consistent with the Preliminary Plans; (2) conform to all applicable federal, State and local laws, ordinances, rules and regulations; (3) are adequate to provide for the construction of the Minimum Improvements; (4) conform to the State building code; and (5) if there has occurred no uncured Event of Default on the part of the Developer. Except as otherwise set forth herein, no approval by the City shall relieve the Developer of the obligation to comply with the terms of this Agreement and the terms of all applicable federal, State and local laws, ordinances, rules and regulations in the construction of the Minimum Improvements. Except as otherwise set forth herein, no approval by the City shall constitute a waiver of an Event of Default. The City shall use good faith efforts to review the Construction Plans and either approve or reject them in writing within 15 business days after receipt. Any rejection, in whole or in part, shall set forth in detail the reasons for rejection. b) The Plans for Phasing shall be approved at the time of issuance of the building permit for the residential component of the Minimum Improvements based on the provisions for fire, life safety, mechanical, ingress/egress and parking for each portion of building for which a partial Certificate of Completion is sought. Notwithstanding the above, the building envelop of the residential component of the Minimum Improvements must be completed in compliance with section 103-10 of City code. c) If the Developer desires to make any Material Change in the Construction Plans after approval, the Developer shall submit the proposed change to the City for its approval on behalf of the HRA. If the proposed change is consistent with the Preliminary Plans or is otherwise acceptable to the City and meets all other requirements of section 4.2(a) above, the City shall approve the proposed change. Such change in the Construction Plans shall be deemed approved by the City unless rejected, in whole or in part, by written notice by the City to the Developer, setting forth in detail the reasons for rejection. Such rejection shall be made within 15 business days after receipt by the City of the written notice of such change from the Developer. Section 4.3. Commencement and Completion of Construction. (a) Subject to Unavoidable Delays, the Developer agrees to commence construction of the commercial portion of the Minimum Improvements on or around July 31, 2023 and the residential portion no later than July 31, 2024. All work with respect to the Minimum Improvements to be constructed or provided by the Developer on the Development Property shall be in substantial conformity with the Construction Plans. The Developer shall make such periodic reports to the HRA regarding construction of the Minimum Improvements as the HRA deems necessary or helpful in order to 10 GL135-48-868513.0 19 monitor progress on construction of the Minimum Improvements. Subject to Unavoidable Delays, the Developer agrees to have achieved Substantial Completion of the commercial portion of the Minimum Improvements on or around August 31, 2024 and of the residential portion by December 31, 2026. The structured parking facility is a component of the residential portion of the Minimum Improvements and will be completed on or around December 31, 2026. b) The Developer agrees to utilize in its contract with its general contractor and all subcontractors a subcontractor addendum, in a form acceptable to the HRA, which allows the general contractor to withhold payment or cancel the contract if violations occur (the "Subcontract Addendum"). The Developer shall prohibit the use of all contractors appearing on the State disqualified" list of contractors. The Developer and all contractors and subcontractors shall comply with all federal, State and local labor laws and regulations. If a claim is filed with the State Department of Labor regarding any contractor or subcontractor working on the Minimum Improvements, the Developer agrees to cooperate with the State and cause the subcontractors to do the same and take all reasonable actions required by the State. The Developer agrees to fully enforce the contract with its general contractor and the subcontractors, including requiring the general contractor to enforce the Subcontract Addendum. The Developer shall certify to the HRA prior to issuance of the Certificate of Completion that property payments have been made to all contractors, subcontractors and laborers. Section 4.4. Certificate of Completion. (a) After Substantial Completion of the commercial and residential components of the Minimum Improvements in accordance with the Construction Plans and at the written request of the Developer, the HRA will, within 20 days thereafter, furnish the Developer with an appropriate Certificate of Completion regarding the respective element so certifying in the form of Exhibit C attached hereto. Such Certificate of Completion by the HRA shall be a conclusive determination of satisfaction and termination of the agreements and covenants in this Agreement with respect to the obligations of the Developer to construct the respective element of the Minimum Improvements and the dates for the beginning and completion thereof. b) Each Certificate of Completion shall be in such form set forth in Exhibit C and as will enable it to be recorded in the proper County office for the recordation of deeds and other instruments pertaining to the Development Property. If the HRA shall refuse to provide a Certificate of Completion in accordance with the provisions of this section 4.4, the HRA shall promptly notify Developer within the same 20 day period following receipt of request by the Developer for the Certificate of Completion, and such notification from the HRA shall include a written statement, indicating in clear detail in what respects the Developer has failed to complete the relevant portion of the Minimum Improvements substantially in accordance with the Construction Plans and what measures or acts will be necessary, in the opinion of the HRA, for the Developer to take or perform in order to obtain such certification. If the HRA fails to issue such a written statement within such 20-day period, the HRA shall be deemed to have waived its right to do so and shall be deemed to have issued a Certificate of Completion to the Developer. The Developer shall have 90 days following receipt of the HRA's written response to cure or agree to terms with the HRA regarding issues to be resolved prior to the Developer obtaining a Certification of Completion from the HRA. 11 GL135-48-868513.v7 20 Section 4.5. Public Improvements. (a) Redevelopment of the Development Property and construction of the Minimum Improvements requires the construction of certain Public Improvements which will primarily benefit the Development Property. The list of Public Improvements, the estimated cost of each element and a map of the improvements is included in Exhibit G attached hereto. The Developer will construct the Public Improvements at its expense. The Developer has submitted preliminary plans and specifications and must submit final construction plans for the Public Improvements prepared and signed by a registered professional engineer. The final construction plans must be approved by the City prior to start of work by the Developer. The City shall inspect all work on the Public Improvements at the Developer's expense. The Developer, its contractors and subcontractors, shall follow all reasonable instructions received from the City's inspectors regarding construction of the Public Improvements. Prior to beginning construction of the Public Improvements, the Developer or the Developer's engineer shall schedule a preconstruction meeting with all parties concerned, including the City staff and engineers, to review the program for the construction work. b) Within 45 days after the completion of all of the Public Improvements, the Developer shall supply the City with a complete set of reproducible "as constructed" plans and three complete sets of paper "as constructed" plans, each prepared in accordance with City standards and in AutoCAD format based on Hennepin County coordinates. All Public Improvements shall be completed on or around December 31, 2026. c) The Developer agrees to require its contractor to provide to the City a warranty bond against defects in labor and materials for the Public Improvements for a period of two years from the date of their acceptance by the City. During such period, the Developer agrees to repair or replace any Public Improvement, or portion or element thereof, which shows signs of failure, normal wear and tear excepted. A decision regarding whether a Public Improvement shows signs of failure shall be made by the City in the reasonable exercise of its judgment. If the Developer fails to repair or replace a defective Public Improvement during the warranty period, the City may repair or replace the defective portion and may use the Letter of Credit to reimburse itself for such costs. The Developer agrees to reimburse the City fully for the cost of all Public Improvement repairs or replacement if the cost thereof exceeds the remaining amount of the Letter of Credit. Such reimbursement must be made within 45 days of the date upon which the City notifies the Developer of the cost due under this section. If the Developer fails to make required payments to the City, the Developer hereby consents to the City levying special assessments for any unreimbursed amount associated with such costs against the Development Property. The Developer, on behalf of itself and its successors and assigns, acknowledges the benefit to the Development Property of the repair or replacement of the Public Improvements and hereby consents to such assessment and waives the right to a hearing or notice of hearing or any appeal thereon under Minnesota Statutes, Chapter 429. Section 4.6. Letter of Credit. (a) To ensure completion of the Public Improvements required under this Agreement, the Developer agrees to deliver to the City prior to beginning any construction or work on the Public Improvements a letter of credit (the "Letter of Credit"), or cash in the amount of $1,482,416.50. This amount required represents 125 percent of the estimated cost of the Public Improvements as detailed in Exhibit G attached hereto. The Letter of Credit shall be delivered to the City prior to beginning any work on the Public Improvements and shall 12 GL13548-868513.v7 21 renew automatically thereafter until released by the City. The Letter of Credit shall be issued by a bank licensed to do business in the United States determined by the City to be solvent and creditworthy and shall be in a form acceptable to the City. The Letter of Credit shall allow the City to draw upon the instrument, in whole or part, to complete construction of any or all of the Public Improvements. b) The City agrees that prior to drawing on the Letter of Credit it will provide notice to the Developer and a period of no less than 30 days for the Developer to cure the default. Notwithstanding the above, the City shall not be obligated to allow a cure period which extends beyond the expiration date of the Letter of Credit. c) The amount of the Letter of Credit may be reduced as the Public Improvements are completed upon written request from the Developer. Upon such request, the City agrees to reduce the Letter of Credit to an amount roughly equal to 150 percent of the cost of the remaining work. The Letter of Credit shall be released in full and returned to the Developer within 60 days following completion and acceptance of all Public Improvements. Prior to releasing any portion of the Letter of Credit or accepting another letter of credit in replacement, the City shall first be satisfied regarding the quality and completeness of the work and that the Developer has taken such steps as may be necessary to ensure that no liens will attach to public property. Notwithstanding anything herein to the contrary, the Letter of Credit shall not be reduced to less than $50,000, until such time as the City releases the entire Letter of Credit and subject to delivery of the required warranty bond to the City. d) It is the intention of the parties that the City at all times have available to it a Letter of Credit in an amount adequate to ensure completion of all elements of the Public Improvements. To that end and notwithstanding anything herein to the contrary, all requests by the Developer for a reduction or release of the Letter of Credit shall be evaluated by the City in light of that principle. e) If at any time the City reasonably determines that the bank issuing the Letter of Credit no longer satisfies the City's requirements regarding solvency and creditworthiness, the City shall notify the Developer and the Developer shall provide to the City within 60 days a substitute Letter of Credit from another bank meeting the City's requirements. If within 60 days of notice the Developer fails to provide the City with a substitute Letter of Credit from an issuing bank satisfactory to the City, the City may draw under the existing Letter of Credit. Section 4.7. Declaration Reaardine Income Restrictions. The Developer agrees that the residential portion of the Minimum Improvements will be subject to the following tenant income restrictions: a) The Developer will cause at least 15 percent (46 units) of the Rental Housing Units in the Minimum Improvements to be occupied by Qualifying Tenants whose household income is 60 percent or less of the area median gross income, all as further described in the Declaration attached hereto as Exhibit F. The Rental Housing Units which will be made available to Qualifying Tenants will include five studios, 29 one -bedroom units and 12 2-bedroom units and will be interspersed with the market rate Rental Housing Units and not concentrated in one or more portions of the Minimum Improvements. Prior to any payment under the Note, the Developer 13 GL135-48-868513.v7 22 will deliver the executed Declaration to the HRA in recordable form. The Declaration shall be in effect for a minimum of 20 years from the date of issuance of Certificate of Completion for the residential Minimum Improvements. b) As a condition to initial and continuing occupancy, each person who is intended to be a Qualifying Tenant will be required annually to sign and deliver to the Developer a certification in which the prospective Qualifying Tenant certifies as to his or her income. In addition, the person will be required to provide whatever other information, documents, or certifications are reasonably deemed necessary by the HRA's Executive Director to substantiate his or her income, on an ongoing annual basis, and to verify that the tenant continues to be a Qualifying Tenant. Certifications will be maintained on file by the Developer with respect to each Qualifying Tenant who resides in a Rental Housing Unit or resided therein during the immediately preceding calendar year. c) The form of lease to be utilized by the Developer in renting any Rental Housing Unit to any person who is intended to be a Qualifying Tenant must provide for termination of the lease and consent by the person to immediate eviction for failure to qualify as a Qualifying Tenant as a result of any material misrepresentation made by the person with respect to income. d) On or before April 15 of each year during the term of the Declaration, commencing on the first April 15 after issuance of the Certificate of Completion for the residential Minimum Improvements, the Developer must submit evidence of tenant incomes, showing that tenants of at least 46 of the Rental Housing Units meet the income restrictions set forth in the Declaration. e) While the covenants in this Section 4.7 are in effect, the HRA and its representatives will have the right at all reasonable times, and after reasonable notice, to inspect and to examine and copy all books and records of the Developer and its successors and assigns relating to the covenants described in this Section 4.7 and in the Declaration. f) The Developer acknowledges that the primary purpose for requiring compliance by the Developer with the rental restrictions provided in this Agreement and the Declaration is to ensure compliance of the Minimum Improvements with the income covenants set forth herein and the City's Mixed Income Housing Policy. If prior to the Termination Date the HRA reasonably determines, based on the reports submitted by the Developer or otherwise that the residential portion of the project no longer meets the requirements of the City's Mixed Income Housing Policy, such event will be deemed an Event of Default by the Developer under this Agreement; provided, however, that the HRA may not terminate this Agreement so long as the determination is being contested in good faith and has not been finally adjudicated. g) The Developer covenants and agrees that the Developer will cause or require as a condition precedent to any conveyance, transfer, assignment, or any other disposition of the Minimum Improvements prior to the Termination Date that the transferee assume in writing, in a form acceptable to the HRA, all duties and obligations of the Developer under this section 4.7 and the Declaration regarding income restrictions and verification of Qualified Tenants by means of an assumption agreement acceptable to the HRA. The Developer will deliver an executed copy of the assumption agreement to the HRA prior to the transfer. 14 GL135-48-868513.v7 23 Section 4.8. Affordable Housing Plan. The Developer has submitted the Affordable Housing Plan regarding the Minimum Improvements required under the City's Mixed Income Housing Policy. This Agreement satisfies the requirement for an Affordable Housing Performance Agreement under the City's Mixed Income Housing Policy. Section 4.9. Equal O ortunity Practices. The Developer agrees to comply with all Equal Opportunity, Affirmative Marketing and Fair Housing practices with regard to marketing and renting all Rental Housing Units. The Equal Housing Opportunity statement ("We do business in accordance with the Federal Fair Housing Law. It is illegal to discriminate against any person because of race, color, religion, sex, handicap, familial status or national origin." must be used in all advertising of Rental Housing Units. ARTICLE V Insurance Section 5.1. Insurance. The Developer or its general contractor will provide and maintain, at all times during the process of constructing the Minimum Improvements, a Special Form Basis Insurance Policy and, from time to time during that period, at the request of the HRA no more frequently than once annually, furnish the HRA with proof of payment of premiums on policies covering the following: 1) 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 applicable portion of the Minimum Improvements at the date of completion, and with coverage available in reporting form on the so-called "special" form of policy; 2) Commercial general liability insurance (including operations, contingent liability, operations of subcontractors, completed operations and contractual liability insurance) with limits against bodily injury and property damage of not less than 1,000,000 for each occurrence (to accomplish the above -required limits, an umbrella excess liability policy may be used); and 3) Workers' compensation insurance, with statutory coverage. Section 5.2. Evidence of Insurance. All insurance required in this Article V of this Agreement must be taken out and maintained in responsible insurance companies selected by the Developer which are authorized under the laws of Minnesota to assume the risks covered thereby. In lieu of separate policies, the Developer may maintain a single policy, blanket or umbrella policies, or a combination thereof, having the coverage required herein. Upon written request by the HRA, the Developer agrees to deposit with the HRA a certificate or certificates or binders of the respective insurers stating that such insurance is in force and effect. 15 GL135-48-868513.0 24 ARTICLE VI Payment of Taxes, Use of Tax Increment Section 6.1. Taxes. The Developer agrees that prior to the Termination Date: (i) it will not seek administrative or judicial review of the applicability of any tax statute determined by any Tax Official to be applicable to the Minimum Improvements or the Development Property or raise the inapplicability of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; (ii) it will not seek administrative or judicial review of the constitutionality of any tax statute determined by any Tax Official to be applicable to the Minimum Improvements or the Development Property or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings; and (iii) except as described in paragraph (e) below, it will not cause a reduction in the assessed value of the Minimum Improvements or the Development Property through: a) willful destruction of the Minimum Improvements or any part thereof, b) an application to the commissioner of revenue of the State or to any local taxing jurisdiction requesting an abatement or deferral of real estate taxes on the Minimum Improvements or the Development Property; c) a transfer of the Minimum Improvements or the Development Property, or any part thereof, to an entity exempt from the payment of real estate taxes under State law and that entity applies for tax exemption; or d) any other proceedings, whether administrative, legal or equitable, with any administrative body within the County or the State or with any court of the State or the federal government. e) The Developer may seek through petition or other means to have the market value for the Development Property or Minimum Improvements reduced. Until the Note is fully paid, such activity must be preceded by written notice from the Developer to the HRA. Upon receiving such notice, or otherwise learning of the Developer's intentions, the HRA may suspend payments due under the Note until the actual amount of the reduction is determined, whereupon the HRA will make the suspended payments less any amount that the HRA is required to repay the County as a result of any reduction in market value of the Development Property or the Minimum Improvements. During the period that the payments are subject to suspension, the HRA may make partial payments on the Note if it determines, in its reasonable discretion, that the amount retained will be sufficient to cover any repayment which the County may require. The HRA's suspension of payments on the Note pursuant to this section shall not be considered a default under this Agreement. Section 6.2. Right to Collect Delinquent Taxes and Special Assessments. The Developer acknowledges that at all times prior to the Termination Date the HRA shall have the right to sue the Developer or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and special assessments due on the Development Property or the Minimum 16 GL135-48-868513.v7 25 Improvements and to pay over the same as a tax payment to the County auditor. In any such suit in which the HRA prevails, the HRA shall also be entitled to recover its reasonable out-of-pocket costs and expenses, including attorney fees. Section 6.3. Use of Tax Increment. The TIF District is a renewal and renovation tax increment financing district within the meaning of section 469.174, subd. 10a of the TIF Act. Except for payments to the Developer as provided for in this Agreement and the Note, the HRA shall be free to use any Tax Increment it receives from the County with respect to the TIF District for any purpose for which such increment may lawfully be used under the TIF Act and the HRA shall have no obligations to the Developer with respect to the use of such Tax Increment. ARTICLE VII Restrictions on Sale of Minimum Improvements; Termination of Agreement Section 7.1. Prohibition Against Sale of Minimum Improvements. a) The Developer represents and agrees that its use of the Development Property and its other undertakings pursuant to the Agreement, are, and will be, used for the purpose of construction of the Minimum Improvements on the Development Property and not for speculation in land holding. The Developer represents and agrees that, prior to the issuance of a Certificate of Completion regarding both portions of the Minimum Improvements, there shall be no Sale of all or any portion of the Development Property or the Minimum Improvements constructed thereon nor shall the Developer suffer any such Sale to be made, without the prior written approval of the HRA, which approval shall not be unreasonably withheld; provided however, notwithstanding the foregoing, the Developer shall be entitled to lease Rental Housing Units to third parties or transfer or assign the that portion of the Development Property that contains the commercial nonresidential) use without the prior written approval of the HRA. As a condition of approval of any such sale, the HRA shall require, at a minimum, that the proposed transferee shall have entered into an agreement whereby the transferee expressly assumes all of the Developer's obligations under this Agreement. Any such agreement shall include the HRA as a party and otherwise be in form and substance reasonably acceptable to the HRA. b) Notwithstanding anything in this Agreement to the contrary, Developer is authorized, without the approval of HRA, to obtain construction and permanent financing for the Minimum Improvements and to mortgage the Development Property and collaterally assign payments under the Note to provide security for the construction and permanent financing, and the HRA shall subordinate this Agreement to such mortgage. c) After a Certificate of Completion has been issued, Developer or other transferor may freely, without the approval of HRA, sell or transfer the respective portion of the Minimum Improvements or the Development Property to any person at any time. In connection with such a sale or transfer, Developer may assign its interest in this Agreement and the Note to the buyer or transferee, provided that such buyer or transferee assumes and agrees to perform the obligations of Developer hereunder. In the event that the Developer or other transferor enters into an agreement to sell or transfer the Minimum Improvements or the Development Property or any 17 GL135-48-868513.v7 26 portion to any person, then, within 15 days after request, the HRA shall acknowledge and certify certain facts in connection with this Agreement and the status of obligations of Developer/transferor under this Agreement. The HRA shall provide this certification to Developer/transferor and any potential buyer or transferee of the Minimum Improvements or the Development Property or any portion thereof. The certification shall reference the following: (1) that the Developer/transferor and transferee may rely on the representations and agreements made by the HRA in the certification; (2) the status of the completion of the construction obligations of the Minimum Improvements; (3) the amount of payments made under the Note and the outstanding principal balance of the Note, if any, and that any amounts owed under the Note will be paid to Developer and not the transferee unless the rights under the Note are specifically assigned to the transferee; (4) that the Developer and not the transferee remains responsible for construction obligations under this Agreement, and that transferee and any subsequent owners of the Minimum Improvements or the Development Property are released from all construction obligations under this Agreement; (5) that the transferee and not the Developer/transferor shall be responsible for all non -construction obligations under this Agreement arising subsequent to the sale or transfer of the Minimum Improvements or the Development Property for the portion of the Development Property owned by the transferee so long as the transferee has assumed such obligations by written instrument, and that the Developer/transferor is released from all such non -construction obligations under this Agreement; (6) whether or not there exists any defaults, events of default, or conditions which with the passage of time or giving of notice would constitute a default under this Agreement and (7) such other matters as may be reasonably requested by the Developer or the transferee. Notwithstanding the foregoing, prior written approval from the HRA shall not be required for any transfer or assignment prior to or after issuance of a Certificate of Completion: (i) to any entity controlling, controlled by or under common control with the Developer; (ii) to any entity in which the majority equity interest is owned by the parties that have a majority equity interest in the Developer; (iii) that after giving effect to such transfer or assignment does not result in a change in control of the Developer; or (iv) that portion of the Development Property that contains the commercial (nonresidential) use. Section 7.2. Termination of Agreement. Upon the occurrence of the Termination Date, the parties agree to execute and record a document terminating this Agreement. ARTICLE VIII Events of Default Section 8.1. Events of Default Defined. Each and every one of the following shall be an Event of Default under this Agreement: a) Failure by the Developer to seek such approvals or permits from the HRA and the City and other entities which are necessary to construct the Minimum Improvements; provided that if a Certificate of Completion is issued by the HRA, such failure shall no longer be an Event of Default; 18 GL13548-868513.v7 27 b) Failure by the Developer to pay real estate taxes or special assessments on the Minimum Improvements or the Development Property as they become due; c) Failure by the Developer to commence and complete construction of the Minimum Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement, including the timing thereof, unless such failure is caused by an Unavoidable Delay or waived by the Developer and the HRA; d) Failure by the Developer to comply with the contract requirements of section 4.3(b) of this Agreement; c) If the Developer shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors or shall consent to the appointment of a receiver; f) If there is a violation by the Developer of the Declaration with regard to the required income limitations or if the Developer fails to deliver the annual rent and income reports required by the Declaration; g) If the Developer shall fail to construct the Public Improvements, provide the required warranty bond related thereto or submit the Letter of Credit; h) Sale of the Minimum Improvements or the Development Property, or any portion thereof, by the Developer in violation of Article VII of this Agreement; or i) Failure by either party to observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, including but not limited to any action necessary for the establishment of the TIF District. Section 8.2. Remedies on Default. Whenever any Event of Default referred to in section 8.1 of this Agreement occurs, the non -defaulting party may take any one or more of the following actions after providing 30 days written notice to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said 30 days from the receipt of Notice or, if the Event of Default is by its nature incurable within 30 days, the defaulting party does not provide assurances to the non -defaulting party reasonably satisfactory to the non - defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible: a) Suspend its performance under this Agreement until it receives assurances from the defaulting party, deemed adequate by the non -defaulting party, that the defaulting party will cure its default and continue its performance under this Agreement; b) Prior to issuance of the Certificate of Completion, cancel and rescind or terminate this Agreement, provided however, the remedy in this Section 8.2(b) will not apply to an Event of Default described in Sections 8.1(a) 8.1(f), or 8.1(i); 19 GL135-48-868513.v7 28 c) If the default occurs after issuance of a Certificate of Completion, the HRA may suspend payments under the Note, subject to the provisions of section 8.3 of this Agreement; and d) Take whatever action, including legal or administrative action, which may appear necessary or desirable to the non -defaulting parry to collect any payments due under this Agreement, including reimbursement of the Public Assistance previously granted, or to enforce performance and observance of any obligation, agreement, or covenant of the defaulting party under this Agreement. The HRA recognizes and agrees that any lender who is the beneficiary of a mortgage recorded against the Development Property, shall have the opportunity, but not the obligation, to cure any default by the Developer under the same terms as the Developer, and any cure by such lender shall be accepted or rejected as if made by the Developer. Section 8.3. Remedies after Certificate of Completion. The HRA may exercise its rights under Section 8.2(c) only for the following Events of Default: 1) the Developer fails to pay real estate taxes or special assessments on the Minimum Improvements or the Development Property or any part thereof when due and the taxes or special assessments have not been paid, or provision satisfactory to the HRA made for their payment, within 45 days after written demand by the HRA to do so; or 2) the Developer takes or permits an action prohibited by section 6.1 of this Agreement; or 3) the Developer transfers the Minimum Improvements or the Development Property, or any part thereof, to an entity exempt from the payment of real estate taxes under State law. Section 8.4. No Remedy Exclusive. No remedy conferred herein or reserved to the parties is intended to be exclusive of any other available remedy or remedies, but each and every 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. No delay or omission to exercise any 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 HRA or the Developer to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required under this Agreement. Section 8.5. No Additional Waiver hn lied by One Waiver. In the event any covenant or 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. 20 GL135-48-868513.v7 29 WWII" a 0.4 Additional Provisions Section 9. 1. Conflict of Interests; Representatives Not Individually, Liable. No member, official, or employee of the HRA shall have any personal financial interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his or her personal financial interests or the interests of fKOW-1:31711(tr interested. No member, official, or employee of the HRA shall be personally liable to the Developer, or any successor in interest, in the event of any default or breach or for any amount which may become due or on any obligations under the terms of this Agreement. Section 9.2. Equal Employment Opportuni . The Developer, for itself and its successors and assigns, agrees that during the construction of the Minimum Improvements provided for in and regulations. Section 9.3. Restrictions on Use. The Developer agrees that through the Termination Date it will use the Minimum Improvements for only such uses as permitted under the City's land use regulations and in compliance with the City Approvals. - Section 9.4. Notices and Demands. Except as otherwise expressly provided in this Agreement, any notice, demand, or other communication under the Agreement or any related registered or certified United States mail, postage prepaid, return receipt requested, or delivered ersonally to: M f La) in the case of the Developer: b) in the case of the HRA: IMMEHMMEM, 21 GL135-48-868513.v7 640 Golden Valley, LLC r--11, Ww"71- 5215 Edina Industrial Blvd., Suite 100 Edina, MN 55439 4,.ttn: Fabrizio Montermini Housing and Redevelopment Authority of the City of Golden Valley 7800 Golden Valley Road Golden Valley, MN 55427 Attn: Executive Director Kennedy & Graven, Chartered 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 Attn: Ronald H. Batty 30 or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this section 9.4. Section 9.5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. Section 9.6. Disclaimer of Relationships. The Developer acknowledges that nothing contained in this Agreement nor any act by the HRA or the Developer shall be deemed or construed by the Developer or by any third person to create any relationship of third -party beneficiary, principal and agent, limited or general partner, or joint venture between the HRA and the Developer. Section 9.7. Amendment. This Agreement may be amended only by the written agreement of the parties. Section 9.8. Recordin.,: Agreement Runs with the Land. The HRA intends to record this Agreement among the County land records and the Developer agrees to pay for the cost of recording same. This Agreement runs with the Development Property and shall bind the successors and assigns of the HRA and the Developer. Section 9.9. Release and Indemnification Covenants. a) Except for any negligent act of the following named parties, the Developer hereby releases from and covenants and agrees that the HRA, and its governing body members, officers, agents, servants, and employees (the Indemnified Parties") shall not be liable for, and hereby 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. b) The aforesaid indemnification shall not apply to willful misrepresentation or any willful or wanton misconduct or negligence of the HRA. c) Except for any negligent or willful act of the HRA, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Developer or its partners, officers, agents, servants or employees or any other person who may be about the Minimum Improvements or the Minimum Improvements due to any act of negligence of any person. Section 9.10. 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 9.11. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of Minnesota. Any dispute arising from this Agreement shall be heard in the State or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof, whether based on convenience or otherwise. Section 9.12. Fees and Charges. The Developer agrees to reimburse the HRA for all reasonable fees or costs for legal, municipal advisory, engineering, planning or other staff time for 22 GL 135-48-868513.v7 31 preparation of the TIF Plan and related documents; the analysis, drafting or negotiating this Agreement and related documents and the recording thereof; and for reviewing any plans regarding the Minimum Improvements submitted in satisfaction of this Agreement. The Developer also agrees to reimburse the City for all reasonable fees and costs incurred by the City in connection with construction of the Public Improvements and the City Approvals. The Developer and its representatives will have the right at all reasonable times after reasonable notice to inspect, examine and copy invoices and supporting documents relating to the fees and charges to be reimbursed pursuant to this Section. Section 9.13. Notice of Unavoidable Delays. Within ten (10) days after a party impaired by an Unavoidable Delay has knowledge of the delay it shall give the other party notice of the delay and the estimated length of the delay, and shall give the other party notice of the actual length of the delay within ten (10) days after the cause of the delay has ceased to exist. The parties shall pursue with reasonable diligence the avoidance and removal of any such delay. Unavoidable Delay shall not extend performance of any obligation required under this Agreement unless the notices required in this section are given as herein required. 23 GL135-48-868513.v7 32 IN WITNESS WHEREOF, the HRA and the Developer have caused this Agreement to be duly executed in their names and behalves on or as of the date first above written. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By: 9. Chair M&ue;ee Yaxrls. B Y' Executive Director STATE OF MINNESOTA ss. COUNTY OF klewe ry, The foregoing instrument as acknowledged before me this day of aJ 2023, by II' Deb 14oin,63 , the Chair of the Housing and Redevelopment Authority in and for the City of Golden Valley, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. Not° - , Public STATE OF MINNESOTA THERESAJO SCHYMA Notary Public ss. 1 Minnesota COUNTY OF 1 qi y My Commission Expires Jan 31, 2028 The foregoing instrument as acknowledged before me this day of _j LA41 ... _, 2023, by ° the Executive Director of the Housing and Redevelopment Authority in and or the City of Golden Valley, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. Not, Public THERESA J® SCHYMA Notary Public 2 "_ Z. Minnesota My Commission ExpiresGL13548-868513.v7 ,,,; Jan 31, 2028 33 By: STATE OF MINNESOTA ) ss. COUNTY OF ) 640 GOLDEN VALLEY, LLC T foregoing instrument was executed before me this a fti day of 2023, by 1'bO t ie f 640 Golden Valley, LLC, a limited iability company under the laws of Minnesota, on behalf of the company. A SUE SCHWALBE Notary public tt Minnesota My Commission Expires Jan 31, 2027 25 GL135-48-868513.v7 Notary Public 34 EXHIBIT A TO CONTRACT FOR PRIVATE DEVELOPMENT LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY The Development Property is legally described as follows: Lot 1, Block 1 and Lot 2, Block 2, Valley Square 3rd Addition, Hennepin County, Minnesota. substitute new platted description prior to recording) A-1 GL13548-868513.0 35 EXHIBIT B TO CONTRACT FOR PRIVATE DEVELOPMENT LIST OF PRELIMINARY PLANS The following constitute the Preliminary Plans of the Minimum Improvements: ir9t ItE ME, 51 m..es.a._.wo•. rr vwww,® Zi r...... w.. -1-4 0 B-1 GL135-48-868513.v7 w 1l45s'3W a f{If .. L6 ZLU yE C2.0 36 6OCN/dT.119 GL13548-868513.v7 i PA Zf,..... 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H i tm.r M a 6 FM IIENEW APRIL 1G. 20Ti p A3.1 43 Mae It If It t ei ,F Jill"tt f ftl N 1m , It 1i f ftl K_ Ii is n 11 I B-9 GL135-48-868513.v7 a2DOC"d- WIIeyRoad 44 azmcoie. vaoeynoae B-10 GL 135-48-868513.v7 45 j."!H SOUTH B-11 GL135-48-868513.v7 GOLDEN VALLEY, I ay EXTERIORELEVATIONS A4.00 46 mila 11 1 1 '1 1 i GL135-48-868513.v7 KDEN VALLEY, MN W- I'l V rt ELEWATIOW A:i*.Ol 47 EXHIBIT C TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF CERTIFICATE OF COMPLETION WHEREAS, the Housing and Redevelopment Authority in and for the City of Golden Valley, a public body corporate and politic under the laws of Minnesota (the "HRA"), and 640 Golden Valley, LLC, a limited liability company under the laws of Minnesota (the "Developer"), have entered into a certain Contract for Private Development (the "Agreement") dated the day of , 2023, and recorded in the office of the _ _ in Hennepin County, Minnesota, as Document No. which Agreement contained certain in and restrictions regarding completion of the Minimum Improvements, as defined in the Agreement; and WHEREAS, the Developer has performed said covenants and conditions in a manner deemed sufficient by the HRA to permit the execution and recording of this certification. NOW, THEREFORE, this is to certify that all construction of the portion of the Minimum Improvements specified to be done and made by the Developer has been completed and the in Hennepin County, Minnesota, is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfactory termination of the covenants and conditions relating to completion of the portion of the Minimum Improvements. Dated: Un GL135-48-868513.v7 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY C-1 Chair Executive Director 48 STATE OF MINNESOTA ) ss. COUNTY OF ) The foregoing instrument as acknowledged before me this day of , 202_, by -, the Chair of the Housing and Redevelopment Authority in and for the City of Golden Valley, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. Notary Public STATE OF MINNESOTA ) ss. COUNTY OF ) The foregoing instrument as acknowledged before me this day of , 202_, by , the Executive Director of the Housing and Redevelopment Authority in and for the City of Golden Valley, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. Notary Public This Instrument was Drafted by: KENNEDY & GRAVEN, CHARTERED (RHB) 150 South Fifth Street, Suite 700 Minneapolis, MN 55402 612) 337-9300 C-2 GL135-48-868513.v7 49 EXHIBIT D TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF AUTHORIZING RESOLUTION WITH NOTE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY RESOLUTION NO. RESOLUTION APPROVING THE ISSUANCE OF, AND PROVIDING THE FORM, TERMS, COVENANTS AND DIRECTIONS FOR THE ISSUANCE OF ITS TAXABLE TAX INCREMENT REVENUE NOTE, SERIES 202_ IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED 11,243,000 BE IT RESOLVED BY the Housing and Redevelopment Authority in and for the City of Golden Valley, (the "HRA"), as follows: Section 1. Authorization: Award of Sale. 1.01. Authorization. The HRA has heretofore approved the establishment of Tax Increment Financing (Renewal and Renovation) District within Valley Square Redevelopment Project Area (the "TIF District"), located in the Valley Square Redevelopment Project Area (the Redevelopment Project Area"), and has adopted a tax increment financing plan for the purpose of financing certain improvements within the Redevelopment Project Area. Pursuant to Minnesota Statutes, Section 469.178, the HRA is authorized to issue and sell its bonds for the purpose of financing a portion of the public development costs of the Minimum Improvements and Development Property in the Redevelopment Project Area. The bonds are payable from all or any portion of revenues derived from the Minimum Improvements and the Development Property in the TIF District and pledged to the payment of the bonds. The HRA hereby finds and determines that it is in the best interests of Golden Valley that it issue and sell its taxable Tax Increment Revenue Note, Series 202_ (the "Note"), in the aggregate principal amount up to $11,243,000, for the purpose of financing certain public costs of the Redevelopment Project Area. 1.02. Agreement Alaproved Issuance Sale and Terms of the__Note. The HRA has previously approved the Contract for Private Development (the "Agreement") between the HRA and 640 Golden Valley, LLC, a limited liability company under the laws of Minnesota (the Owner"), and authorized the Chair and Executive Director to execute the Agreement. Pursuant to the Agreement, the Note will be issued to the Owner. The Note will be dated as of the date of delivery and will bear interest at the rate of 6.0% per annum. In exchange for the HRA's issuance of the Note to the Owner, the Owner will pay certain costs related to the Minimum Improvements D-1 GL135-48-868513.v7 50 the Qualifying Costs, as defined in the Agreement) pursuant to Section 3.2 of the Agreement. The Note will be delivered in the principal amount up to $11,243,000 for reimbursement of the Owner's costs in accordance with the terms of Sections 3.2 and 3.3 of the Agreement. Section 2. Form of Note. The Note will be in substantially the following form, with the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue: UNITED STATE OF AMERICA STATE OF MINNESOTA HENNEPIN COUNTY HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY No. R- I TAXABLE TAX INCREMENT REVENUE NOTE SERIES 202_ Rate 6.0 percent 11,243,000 Date of Original Issue The Housing and Redevelopment Authority in and for the City of Golden Valley (the HRA"), for value received, certifies that it is indebted and hereby promises to pay to 640 Golden Valley, LLC, or registered assigns (the "Owner"), the principal sum of $11,243,000 with interest thereon at the rate of 6.0% per annum, as and to the extent set forth herein. 1. Payments. Principal and interest payments ("Payments") will be paid on August 1, 2027, and each February 1 and August I thereafter until the earlier of payment in full or February 1, 2043 ("Payment Dates"), in the amounts and from the sources set forth in Section 3 herein. Payments are payable by mail to the address of the Owner or any other address as the Owner may designate upon 30 days written notice to the HRA. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest shall be simple, non -compounding interest at a rate of 6.0% per annum. Interest shall be computed on the basis of a 360-day year consisting of 12 30-day months. 3. Available Tax Increment. Payments on this Note are payable on each Payment Date in the amount of and solely payable from "Available Tax Increment," which will mean, on each Payment Date, 90 percent of the Tax Increment attributable to the Development Property and Minimum Improvements (as defined in the Agreement) and paid to the HRA by Hennepin County, Minnesota in the six months preceding the Payment Date, all as the terms are defined in the D-2 GL135-48-868513.v7 51 Contract for Private Development between the HRA and Owner dated as of , 2023 (the "Agreement"). Available Tax Increment will not include any Tax Increment if, as of any Payment Date, there is an uncured Event of Default by the Owner under the Agreement. The HRA will have no obligation to pay principal or interest on this Note on each Payment Date from any source other than Available Tax Increment, and the failure of the HRA to pay the entire amount of principal and interest on this Note on any Payment Date will not constitute a default hereunder as long as the HRA pays principal and interest to the extent of Available Tax Increment. The HRA will have no obligation to pay any unpaid balance of principal or interest that may remain after the Final Payment Date of February 1, 2043. 4. Optional Prepayment. The principal sum and accrued interest payable under this Note is pre -payable in whole or in part at any time by the HRA without premium or penalty. No partial prepayment will affect the amount or timing of any other regular payment otherwise required to be made under this Note. 5. Suspension of Payment. At the HRA's option, the HRA's obligation to make any payments under this Note will be suspended upon the occurrence of an Event of Default on the part of the Developer as defined in Section 8.1 of the Agreement, but only if the Event of Default has not been cured in accordance with Section 8.2 of the Agreement. The HRA may also suspend payments under this Note in accordance with Section 6.1(e) of the Agreement. 6. Nature of Obligation. This Note is a single note in the total principal amount of 11,243,000 issued to aid in financing certain public costs of a Redevelopment Project Area undertaken by the HRA pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as amended, and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the HRA on , 202_, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.1794, as amended. This Note is a limited obligation of the HRA which is payable solely from Available Tax Increment pledged to the payment hereof under the Resolution. This Note will not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, the Housing and Redevelopment Authority in and for the City of Golden Valley or the City of Golden Valley. Neither the State of Minnesota, nor any political subdivision thereof will be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of and interest on this Note or other costs incident hereto. 7. Estimated Tax Increment Payments. Any estimates of Tax Increment prepared by the HRA or its municipal advisors in connection with the TIF District or the Agreement are for the benefit of the HRA, and are not intended as representations on which the Owner may rely. THE HRA MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF OR INTEREST ON THIS NOTE. D-3 GL13548-868513.v7 52 8. Registration and Transfer• Assignment. As provided in the Resolution, and subject to certain limitations set forth herein, this Note is issuable only as a fully registered note without coupons. This Note is transferable upon the books of the HRA kept for that purpose at the principal office of the HRA's Executive Director as Registrar, by the Owner hereof in person or by the Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to the HRA, duly executed by the Owner. Upon the transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by the HRA with respect to the transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount and interest rate and maturing on the same dates. This Note may be transferred without the approval of the HRA; provided that this Note will not be transferred to any person other than an affiliate, or other related entity, of the Owner unless the HRA has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to the HRA, that the transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. This Note may be assigned with the consent of the HRA, which will not be unreasonably withheld or delayed. Notwithstanding anything to the contrary in this Note, in no event will a lender providing funds to the Developer and taking an assignment of the Note as security for such funds be required to sign an investment letter at either the time of execution of an assignment or transfer of the Note as a result of the assignment. 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 exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of the HRA according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the board of commissioners of the Housing and Redevelopment Authority in and for the City of Golden Valley, has caused this Note to be executed with the manual signatures of its Chair and Executive Director, all as of the Date of Original Issue specified above. Chair D-4 GL 135-48-868513.v7 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY Executive Director 53 REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the HRA's Executive Director, in the name of the person last listed below. Date of Reaistration Registered Owner Signature of Executive Director 640 Golden Valley, LLC c/o Sentinel Management Company, LLC 5215 Edina Industrial Blvd., Suite 100 Edina, MN 55439 Attn: Fabrizio Montermini Federal Tax ID # End of Form of Note] Section 3. Terms Execution and Deliver `. 3.01. Denomination. Pa anent. The Note will be issued as a single typewritten note numbered R-1. The Note will be issuable only in fully registered form. Principal and interest of the Note will be payable by check or draft issued by the Registrar described herein. 3.02. Dates. Principal and interest of the Note will be payable by mail to the owner of record thereof as of the close of business on the fifteenth day of the month preceding the Payment Date, whether or not the day is a business day. 3.03. Re istration. The HRA hereby appoints the Executive Director to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the HRA and the Registrar with respect thereto will be as follows: a) Re ister. The Registrar will keep at his office a bond register in which the Registrar will provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount, interest rate and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note will not be transferred to any person other than an affiliate, or other related entity, of the Owner unless the HRA has been provided with an investment letter in a form substantially similar to the D-5 GL135-48-868513.v7 54 investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to the HRA, that the transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until the Payment Date. c) Cancellation. The Note surrendered upon any transfer will be promptly cancelled by the Registrar and thereafter disposed of as directed by the HRA. d) Im roper or Unauthorized Transfer. When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until he is satisfied that the endorsement on the Note or separate instrument of transfer is legally authorized. The Registrar will incur no liability for his refusal, in good faith, to make transfers which he, in his judgment, deems improper or unauthorized. e) Persons Deemed Owners. The HRA and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Note and for all other purposes, and all the payments so made to any registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability of the HRA upon the Note to the extent of the sum or sums so paid. f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to the transfer or exchange. g) Mutilated. Lost. Stolen or Destroyed Note. In case the Note becomes mutilated or is lost, stolen, or destroyed, the Registrar will deliver a new Note of like amount, interest rate, maturity dates and tenor in exchange and substitution for and upon cancellation of the mutilated Note or in lieu of and in substitution for the Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that the Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both the HRA and the Registrar will be named as obligees. The Note so surrendered to the Registrar will be cancelled by him and evidence of the cancellation will be given to the HRA. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it will not be necessary to issue a new Note prior to payment. 3.04. Preparation and Deliver,. The Note will be prepared under the direction of the Executive Director and will be executed on behalf of the HRA by the signatures of its Chair and Executive Director. In case any officer whose signature appears on the Note ceases to be the officer before the delivery of the Note, the signature will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. When the Note has been so executed, it will be delivered by the HRA to the Owner following the delivery of the necessary items delineated in Section 3.3 of the Agreement. M GL135-48-868513.v7 55 Section 4. Security Provisions. 4.01. Pledge. The HRA hereby pledges to the payment of the principal and interest of the Note all Available Tax Increment as defined in the Note. Available Tax Increment will be applied to payment of accrued interest first, then the principal of the Note in accordance with the terms of the form of Note set forth in Section 2 of this resolution. 4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains unpaid, the HRA will maintain a separate and special "Bond Fund" to be used for no purpose other than the payment of the principal of and interest on the Note. The HRA irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund will be transferred to the HRA's account for the TIF District upon the payment of all principal and interest to be paid with respect to the Note. Section 5. Certification of Proceedings. 5.01. Certification of Proceedings. The officers of the HRA are hereby authorized and directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and records of the HRA, and the other affidavits, certificates, and information as may be required to show the facts relating to the legality and marketability of the Note as the same appear from the books and records under their custody and control or as otherwise known to them, and all the certified copies, certificates, and affidavits, including any heretofore furnished, will be deemed representations of the City as to the facts recited therein. Section 6. Effective Date. This resolution will be effective upon execution by the Chair and Executive Director following authorization by the board of commissioners of the Housing and Redevelopment Authority in and for the City of Golden Valley. Adopted by the Housing and Redevelopment Authority in and for the City of Golden Valley, this day of _. , 202_. Chair Executive Director D-7 GL135-48-868513.v7 56 EXHIBIT E TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF INVESTMENT LETTER To the Housing and Redevelopment Authority in and for the City of Golden Valley (the "HRA") Attention: Executive Director Dated: , 202_ Re: $11,243,000 Tax Increment Revenue Note (640 Golden Valley Project) The undersigned, as Purchaser of $11,243,000 in principal amount of the above -captioned Tax Increment Revenue Note (640 Golden Valley Project) (the "Note"), approved by the Housing and Redevelopment Authority in and for the City of Golden Valley on W , 202_, hereby represents to you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota, as legal counsel to the HRA, as follows: 1. We understand and acknowledge that the Note is delivered to the Purchaser on this date pursuant to the Contract for Private Development by and between the HRA and the Purchaser dated, 2023 (the "Agreement"). 2. The Note is payable solely from Available Tax Increment pledged to the Note, as defined therein. 3. We have sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the above -stated principal amount of the Note. 4. We acknowledge that no offering statement, prospectus, offering circular or other comprehensive offering document or disclosure containing material information with respect to the HRA and the Note has been issued or prepared by the HRA, and that, in due diligence, we have made our own inquiry and analysis with respect to the HRA, the Note and the security therefor, and other material factors affecting the security and payment of the Note. 5. We acknowledge that we have either been supplied with or have access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and we have had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the HRA, the Note and the security therefor, and that as reasonable investors we have been able to make our decision to purchase the above -stated principal amount of the Note. E-1 GL135-48-868513.v7 57 6. We have been informed that the Note (i) is not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, or under federal securities laws or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no rating from any rating service. 7. We acknowledge that the HRA and Kennedy & Graven, Chartered, as legal counsel to the HRA, have not made any representations or warranties as to the status of payments on the Note for the purpose of federal or state income taxation. 8. We represent to you that we are purchasing the Note for our own account and not for resale or other distribution thereof, except to the extent otherwise provided in the Note or as otherwise approved in writing by the HRA. 9. All capitalized terms used herein have the meaning provided in the Agreement unless the context clearly requires otherwise. 10. The Purchaser's federal tax identification number is # 11. We acknowledge receipt of the Note on the date hereof. IN WITNESS WHEREOF, the undersigned has executed this Investment Letter as of the date and year first written above. 640 Golden Valley, LLC STATE OF MINNESOTA ) ss. COUNTY OF ) The foregoing instrument was executed before me this day of , 2023, by , the of 640 Golden Valley, LLC, a limited liability company under the laws of Minnesota, on behalf of the company. Notary Public E-2 GL135-48-868513.v7 58 EXHIBIT F TO CONTRACT FOR PRIVATE DEVELOPMENT FORM OF DECLARATION OF RESTRICTIVE COVENANTS THIS DECLARATION OF RESTRICTIVE COVENANTS, dated this _ day of 202_ (the "Declaration"), by 640 Golden Valley, LLC, a limited liability company under the laws of Minnesota (the "Developer"), is given for the benefit of the Housing and Redevelopment Authority in and for the City of Golden Valley, a body corporate and politic under the laws of Minnesota (the "HRA"). RECITALS WHEREAS, the HRA and the Developer entered into that certain Contract for Private Development, dated 2023, (the "Agreement"); and WHEREAS, pursuant to the Agreement, the Developer is obligated to cause construction of approximately 303 units of market rate and affordable housing, and all related amenities and improvements (the "Project") to be located on the property described in Exhibit A attached hereto the "Development Property"), and to cause compliance with certain affordability covenants described in Section 4.7 of the Agreement; and WHEREAS, Section 4.7 of the Agreement requires that the Developer cause to be executed an instrument in recordable form substantially reflecting the covenants set forth in that section of the Agreement; and WHEREAS, the Developer intends, declares, and covenants that the restrictive covenants set forth herein will be and are covenants running with the Development Property for the term described herein and binding upon all subsequent owners of the Development Property for the term described herein, and are not merely personal covenants of the Developer; and WHEREAS, capitalized terms in this Declaration have the meaning provided in the Agreement unless otherwise defined herein. NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth, and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Developer agrees as follows: Term of Restrictions. a) Occu )ancy and Rental Restrictions. The term of the Occupancy Restrictions set forth in Section 3 of this Declaration will commence on the date a permanent certificate of occupancy is received from the City for the residential portion of the Minimum Improvements on the Development Property and continue for 20 years thereafter (the "Qualified Project Period"). F-1 GL135-48-868513.0 59 b) Termination of Declaration. This Declaration shall terminate upon expiration of the Qualified Project Period. In the event of foreclosure or transfer of title by deed in lieu of foreclosure, upon completion of the foreclosure and expiration of the applicable mortgagee redemption period, or recording of a deed in lieu of foreclosure, any mortgagee (or any assignee of the mortgagee) or any purchasers at or after foreclosure thereof, by the successful bidder at the sale, to the title to the Development Property, may terminate this Declaration, by providing written notice to the HRA by filing a termination document in the applicable real property records in Hennepin, Minnesota and thereafter this Declaration shall be of no further force and effect; provided, however, that the preceding provisions of this sentence shall cease to apply and the restrictions contained herein shall be reinstated if, at any time subsequent to the termination of this Declaration as the result of the foreclosure, or the delivery of a deed in lieu of foreclosure, or a similar event, the Developer or any related person (within the meaning of Section 1.103-10(e) of the Treasury Regulations) obtains an ownership interest in the Project for federal income tax purposes. The events set forth in this Section 1(b) are referred to individually and collectively herein as the "Declaration Termination Date." The HRA will terminate the Note if this Declaration is terminated prior to expiration of the Qualified Project Period. c) Removal from Real Estate Records. After the Declaration Termination Date of this Declaration, the HRA will, upon request by the Developer or its assigns, file any document appropriate to remove this Declaration from the real estate records of Hennepin County, Minnesota. 2. Project Restrictions. a) The Developer represents, warrants, and covenants that: i) All leases of Rental Housing Units to Qualifying Tenants (as defined in Section 3(a) hereof) will contain clauses, among others, wherein each individual lessee: 1) Certifies the accuracy of the statements made in its application and Eligibility Certification (as defined in Section 3(b) hereof); and 2) Agrees that the family income at the time the lease is executed will be deemed a substantial and material obligation of the lessee's tenancy; that the lessee will comply promptly with all requests for income and other information relevant to determining income status from the Developer or the HRA, and that the lessee's failure or refusal to comply with a request for information with respect thereto will be deemed a violation of a substantial obligation of the lessee's tenancy. b) The Developer will permit any duly authorized representative of the HRA to inspect the books and records of the Developer pertaining to the income of Qualifying Tenants residing in the Project. Occupancy Restrictions. The Developer represents, warrants, and covenants that: F-2 GL135-48-868513.v7 60 a) QualiLjnig Tenants and Rent. Throughout the Qualified Project Period, 15 percent 46) of the Rental'Housing Units shall be administered in accordance with 42 USC Section 3607(b) and Minnesota Statutes, Section 363A.21, subdivision 2 and shall be occupied (or treated as occupied as provided herein) or held vacant and available for occupancy by Qualifying Tenants. Qualifying Tenants" means those persons and families who are determined from time to time by the Developer to have combined adjusted income that does not exceed 60% of the median income for the standard metropolitan statistical area which includes Golden Valley, Minnesota, as that figure is determined and announced from time to time by HUD, as adjusted for family size (the Median Income") for the applicable calendar year. For purposes of this definition, the occupants of a Rental Housing Unit will not be deemed to be Qualifying Tenants if all the occupants of such Rental Housing Unit at any time are "students," as defined in Section 152(f)(2) of the Internal Revenue Code of 1986, as amended (the "Code"), not entitled to an exemption under the Code. The determination of whether an individual or family is a Qualifying Tenant will be made at the time the tenancy commences and on an ongoing basis thereafter, determined at least annually. If during their tenancy a Qualifying Tenant's income exceeds 140% of the Median Income, the next available Rental Housing Unit (determined in accordance with the Code and applicable regulations) (the "Next Available Unit Rule") must be leased to a Qualifying Tenant or held vacant and available for occupancy by a Qualifying Tenant. If the Next Available Unit Rule is violated, the Rental Housing Unit will not continue to be treated as a Qualifying Unit. b) Certification of Tenant Eligibility. As a condition to initial and continuing occupancy, each person who is intended to be a Qualifying Tenant will be required annually to sign and deliver to the Developer a Certification of Tenant Eligibility substantially in the form attached as Exhibit B hereto, or in any other form as may be approved by the HRA (the "Eligibility Certification"), in which the prospective Qualifying Tenant certifies as to having a qualifying low or moderate income. The Qualifying Tenant will be required to provide whatever other information, documents, or certifications are deemed necessary by the HRA to substantiate the Eligibility Certification, on an ongoing annual basis, and to verify that the tenant continues to be a Qualifying Tenant within the meaning of Section 3(a) hereof. Eligibility Certifications will be maintained for the duration of the Qualified Project Period on file by the Developer with respect to each Qualifying Tenant who resides in a Rental Housing Unit or resided therein during the Qualified Project Period. c) Lease. The form of lease to be utilized by the Developer in renting any Rental Housing Units in the Project to any person who is intended to be a Qualifying Tenant will provide for termination of the lease and consent by the person to immediate eviction for failure to qualify as a Qualifying Tenant as a result of any material misrepresentation made by the person with respect to the Eligibility Certification. d) Annual Report. The Developer covenants and agrees that during the term of this Declaration, it will prepare and submit to the City on or before July 1 of each year, a certificate substantially in the form of Exhibit C attached hereto, executed by the Developer, (a) identifying the tenancies and the dates of occupancy (or vacancy) for all Qualifying Tenants in the Project, including the number and percentage of the Rental Housing Units of the Project which were occupied by Qualifying Tenants (or held vacant and available for occupancy by Qualifying Tenants) at all times during the year preceding the date of the certificate; (b) describing all transfers F-3 GL13548-868513.v7 61 or other changes in ownership of the Project or any interest therein; and (c) stating, that to the best knowledge of the person executing the certificate after due inquiry, all the Rental Housing Units were rented or available for rental on a continuous basis during the year to members of the general public and that the Developer was not otherwise in default under this Declaration during the year. e) Notice of Non-Com aliance. The Developer will immediately notify the City if at any time during the term of this Declaration fewer than 15 percent (46) of the Rental Housing Units in the Project are occupied or available for occupancy by Qualifying Tenants as required by the terms of this Declaration. The 46 Rental Housing Units reserved for Qualifying Tenants will include five studios, 29 one -bedroom units and 12 two -bedroom units and will be interspersed with the market rate Rental Housing Units and will not be concentrated in one or more portions of the Project. 4. Transfer Restrictions. The Developer covenants and agrees that the Developer will cause or require as a condition precedent to any conveyance, transfer, assignment, or any other disposition of the Project prior to the termination of the Occupancy Restrictions provided herein the "Transfer") that the transferee of the Project pursuant to the Transfer assume in writing, in a form acceptable to the HRA, all duties and obligations of the Developer under this Declaration, including this Section 4, in the event of a subsequent Transfer by the transferee prior to expiration of the Rental Restrictions and Occupancy Restrictions provided herein (the "Assumption Agreement"). The Developer will deliver the Assumption Agreement to the HRA prior to the Transfer. Enforcement. a) The Developer will permit, during normal business hours and upon reasonable notice, any duly authorized representative of the HRA to inspect any books and records of the Developer regarding the Project with respect to the incomes of Qualifying Tenants. b) The Developer will submit any other information, documents or certifications requested by the HRA which the HRA deems reasonably necessary to substantiate the Developer's continuing compliance with the provisions specified in this Declaration. c) The Developer acknowledges that the primary purpose for requiring compliance by the Developer with the restrictions provided in this Declaration is to ensure compliance of the property with the housing affordability covenants set forth in Section 4.7 of the Agreement and the City of Golden Valley's Mixed Income Housing Policy, and by reason thereof, the Developer, in consideration for assistance provided by the HRA under the Agreement that makes possible the construction of the Project (as defined in the Agreement) on the Development Property, hereby agrees and consents that the HRA will be entitled, for any breach of the provisions of this Declaration, and in addition to all other remedies provided by law or in equity, to enforce specific performance by the Developer of its obligations under this Declaration in a state court of competent jurisdiction. The Developer hereby further specifically acknowledges that the HRA cannot be adequately compensated by monetary damages in the event of any default hereunder. F-4 GL135-48-868513.v7 62 d) The Developer understands and acknowledges that, in addition to any remedy set forth herein for failure to comply with the restrictions set forth in this Declaration, the HRA may exercise any remedy available to it under Article VIII of the Agreement. 6. Indemnification. The Developer hereby indemnifies, and agrees to defend and hold harmless, the HRA from and against all liabilities, losses, damages, costs, expenses (including attorneys' fees and expenses), causes of action, suits, allegations, claims, demands, and judgments of any nature arising from the consequences of a legal or administrative proceeding or action brought against them, or any of them, on account of any failure by the Developer to comply with the terms of this Declaration, or on account of any representation or warranty of the Developer contained herein being untrue. 7. Agent of the City. The HRA will have the right to appoint an agent to carry out any of its duties and obligations hereunder, and will inform the Developer of any agency appointment by written notice. 8. Severability. The invalidity of any clause, part or provision of this Declaration will not affect the validity of the remaining portions thereof. 9. Notices. All notices to be given pursuant to this Declaration must be in writing and will be deemed given when mailed by certified or registered mail, return receipt requested, to the parties hereto at the addresses set forth below, or to any other place as a party may from time to time designate in writing. The Developer and the HRA may, by notice given hereunder, designate any further or different addresses to which subsequent notices, certificates, or other communications are sent. The initial addresses for notices and other communications are as follows: To the HRA: Housing and Redevelopment Authority in and for the City of Golden Valley 7800 Golden Valley Road Golden Valley, MN 55427 Attn: Executive Director and with a copy to: Kennedy & Graven, Chartered 150 South Fifth Street Suite 700 Minneapolis, MN 55402 Attn: Ronald H. Batty To the Developer: 640 Golden Valley, LLC 5215 Edina Industrial Blvd., Suite 100 Edina, MN 55439 Attn: 10. Governing Law. This Declaration is governed by the laws of the State of Minnesota and, where applicable, the laws of the United States of America. F-5 GL135-48-868513.v7 63 11. Attorneys' Fees. In case any action at law or in equity in which the HRA prevails, including an action for declaratory relief, is brought against the Developer to enforce the provisions of this Declaration, the Developer agrees to pay the reasonable attorneys' fees and other reasonable expenses paid or incurred by the HRA in connection with the action. 12. _Declaration Binding. This Declaration and the covenants contained herein will run with the Development Property and will bind the Developer and its successors and assigns and all subsequent owners of the Development Property or any interest therein, and the benefits will inure to the HRA and its successors and assigns until the Declaration Termination Date of this Declaration as provided in Section 1(b) hereof. F-6 GL 135-48-868513.v7 64 IN WITNESS WHEREOF, the Developer has caused this Declaration of Restrictive Covenants to be signed by its respective duly authorized representatives, as of the day and year first written above. 640 GOLDEN VALLEY, LLC, a limited liability company under the laws of Minnesota r q a By: Its: an r STATE OF MINNESOTA ) SS., COUNTY O The foregoing instrument was executed before me thisa day of 202a, by ( R S-utU-W' the of 640 Golden Valle,, LLC, a limited liability company under the laws of Minnesota, on behalf of the company. SUE SCHWALBE - Notary Public Notary Public MinnesotaMy Commission Expires T.•% Jan 31, 2427 THIS INSTRUMENT WAS DRAFTED BY: Kennedy & Graven, Chartered (RHB) 150 South Fifth Street Suite 700 Minneapolis, MN 55402 612) 337-9300 F- 7 GL 135-48-868513.v7 65 This Declaration is acknowledged and consented to by: HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By: 0-1f Its: Chair By: Its: STATE OF MINNESOTA ) SS. COUNTY OF ewc ) rA C., L The foregoing instrument was acknowledged before me this 19'kday ofrc e—, , 2023, byWuuAr'oc.z IW65, the Chair, of the Housing and Redevelopment Authority in and for the City of Golden Valley, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. Nota iblic w THERESA JO SCHYMA IR Notary PublicSTATEOFMINNESOTAMinnesota SS. My Commission Expires COUNTY OF Jan 31, zoza The foregoing instrument was acknowledged before me this ' D-day of wp t _ , 2023, by trU,W,P The Executive Director, of the Housing and Redevelopment Authority in and for the City of Golden Valley, a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. Fa Nota ublic 7THEREO SCHYMAPublic sotaon Ex iresP 2Q28 F-8 GL135-48-868513.v7 66 Exhibit A to Declaration of Restrictive Covenants Description The land subject to the foregoing Restrictive Covenants is legally described as follows: The Development Property is legally described as follows: Lot 1, Block 1 and Lot 2, Block 2, Valley Square 3`a Addition, Hennepin County, Minnesota. substitute new platted description of housing improvements only prior to recording) F-A-1 GL135-48-868513.v7 67 Exhibit B to Declaration of Restrictive Covenants Certification of Tenant Eligibility TENANT INCOME CERTIFICATION Effective Date: _ Move -in Date: _ Initial Certification Recertification Other (MM/DD/YY): PART I. DEVELOPMENT DATA Property Name: County: BIN #: Apartments Hennepin Address: Unit Number: # Bedrooms: Golden Valley, Minnesota . . PART II. HOUSEHOLD COMPOSITION HH First Name & Relationship to Date of Birth F/T Student Social Security Br # Last Name Middle Initial Head of (MM/DD/YY) (Y or N) or Alien Reg. Household No. I HEAD i 2 3 4 5 PART III. GROSS ANNUAL INCOME (USE ANNUAL AMOUNTS) HH (A) (B) (C) (D) Br # Employment or Wages Soc. Security / Pensions Public Assistance Other Income 1 TOTAL $ $ Add totals from (A) through (D) above TOTAL INCOME (E): $ F-B-1 GL135-48-868513.v7 68 PART IV. INCOME FROM ASSETS HH (F) (G) (H) (I) Mbr# Type of Asset C/I Cash Value of Asset Annual Income from Asset TOTALS: $ $ Enter Column (H) Total Passbook Rate if over $5,000 $ x 2.00 % = (J) Imputed Income $ Enter the greater of the total column 1, or J: imputed income TOTAL INCOME FROM ASSETS (K) $ L) Total Annual Household Income from all sources [Add (E) + (K)] $ HOUSEHOLD CERTIFICATION & SIGNATURES The information on this form will be used to determine maximum income eligibility. I/we have provided for each person(s) set forth in Part II acceptable verification of current anticipated annual income. Uwe agree to notify the landlord immediately upon any member of the household moving out of the unit or any new member moving in. I/we agree to notify the landlord immediately upon any member becoming a full-time student. Under penalties of perjury, I/we certify that the information presented in this Certification is true and accurate to the best of my/our knowledge and belief. The undersigned further understands that providing false representations herein constitutes an act of fraud. False, misleading or incomplete information may result in the termination of the lease agreement. Signature Date) Signature Date) Signature Date) Signature Date) PART V. DETERMINATION OF INCOME ELIGIBILITY TOTAL ANNUAL HOUSEHOLD INCOME FROM ALL SOURCES $ From Item (L) on page 1 Current Income Limit per Family Size: $ Household Income at Move -in Household Meets Income Restriction at: 60% 50% 40% 30% $ F-B-2 GL135-48-868513.v7 RECERTIFICATION ONLY: Current Income Limit x 140% Household income exceeds 140% at recertification: Yes No Household Size at Move -in: 69 ARE ALL OCCUPANTS FULL-TIME STUDENTS? yes no PART VI. RENT Not Applicable PART VII. STUDENT STATUS If yes, enter student explanation** also attach documentation) Enter 1-4 Student explanation: 1. TANF assistance 2. Job training program 3. Single parent/dependent child 4. Married/joint return* Exceptjon for married/joint return is the only exception available for units necessary to qualify tax-exempt honds. PART VIII. PROGRAM TYPE Mark the program(s) listed below (a. through e.) for which this household's unit will be counted toward the property's occupancy requirements. Under each program marked, indicate the household's income status as established by this certification/recertification a. Tax Credit b. HOME c. Tax Exempt d. AHDP e. _ Name of Program) See Part V above. Income Status Income Status Income Status Income Status 50% AMGI 50% AMGI 50% AMGI 60% AMGI 60% AMGI 80% AMGI 80% AMGI 80% AMGI 01 ** OI ** OI ** OI ** Upon recertification, household was determined over income (OI) according to eligibility requirements of the program(s) marked above. SIGNATURE OF OWNER / REPRESENTATIVE Based on the representations herein and upon the proofs and documentation required to be submitted, the individual(s) named in Part II of this Tenant Income Certification is/are eligible under the provisions of Section 42 of the Internal Revenue Code, as amended.. and the Regulatory Agreement (if applicable), to live in a unit in this Project. SIGNATURE OF OWNER / REPRESENTATIVE F-B-3 GL135-48-868513.v7 DATE 70 INSTRUCTIONS FOR COMPLETING TENANT INCOME CERTIFICATION This form is to be completed by the owner or an authorized representative. Part I — Development Data Check the appropriate box for Initial Certification (move -in), Recertification (annual recertification), or Other. If Other, designate the purpose of the recertification (i.e., a unit transfer, a change in household composition, or other state -required recertification). Move -in Date Enter the date the tenant has or will take occupancy of the unit. Effective Date Enter the effective date of the certification. For move -in, this should be the move -in date. For annual recertification, this effective date should be no later than one year from the effective date of the previous (re)certification. Property Name Enter the name of the development. County Enter the county (or equivalent) in which the building is located. BIN # Enter the Building Identification Number (BIN) assigned to the building from IRS Form 8609). Address Enter the street address. Unit Number Enter the unit number. Bedrooms Enter the number of bedrooms in the unit. Part II — Household Composition List all occupants of the unit. State each household member's relationship to the head of the household by using one of the following coded definitions: H Head of household A Adult co -tenant C Child L Live-in caretaker S Spouse O Other family member F Foster child N None of the above Enter the date of birth, student status, and Social Security number or alien registration number for each occupant. If there are more than seven occupants, use an additional sheet of paper to list the remaining household members and attach it to the certification. F-B-4 GL135-48-868513.v7 71 Part III — Annual Income See HUD Handbook 4350.3 for complete instructions on verifying and calculating income, including acceptable forms of verification. From the third -party verification forms obtained from each income source, enter the gross amount anticipated to be received for the 12 months from the effective date of the (re)certification. Complete a separate line for each income -earning member. List the respective household member number from Part II. Column (A) Enter the annual amount of wages, salaries, tips, commissions, bonuses, and other income from employment; distributed profits and/or net income from a business. Column (B) Enter the annual amount of Social Security, Supplemental Security Income, pensions, military retirement, etc. Column (C) Enter the annual amount of income received from public assistance (i.e., TANF, general assistance, disability, etc.) Column (D) Enter the annual amount of alimony, child support, unemployment benefits, or any other income regularly received by the household. Row (E) Add the totals from columns (A) through (D) above. Enter this amount. Part IV — Income from Assets See HUD Handbook 4350.3 for complete instructions on verifying and calculating income from assets, including acceptable forms of verification. From the third party verification forms obtained from each asset source, list the gross amount anticipated to be received during the 12 months from the effective date of the certification. List the respective household member number from Part II and complete a separate line for each member. Column (F) List the type of asset (i.e., checking account, savings account, etc.) Column (G) Enter C (for current, if the family currently owns or holds the asset), or I for imputed, if the family has disposed of the asset for less than fair market value within two years of the effective date of (re)certification). Column (H) Enter the cash value of the respective asset. Column (I) Enter the anticipated annual income from the asset (i.e., savings account balance multiplied by the annual interest rate). F-B-5 GL135-48-868513.0 72 TOTALS Add the total of Column (H) and Column (I), respectively. If the total in Column (H) is greater than $5,000, you must do an imputed calculation of asset income. Enter the Total Cash Value, multiply by 2% and enter the amount in (J), Imputed Income. Row (K) Enter the Greater of the total in Column (I) or (J) Row (L) Total Annual Household Income from All Sources Add (E) and (K) and enter the total 62 GL135-48-868513.v7 73 Exhibit C to Declaration of Restrictive Covenants Certificate of Continuing Program Compliance Date: The following information with respect to the Project located at , Golden Valley, Minnesota (the "Project"), is being provided by 640 Golden Valley, LLC (the Owner") to the Housing and Redevelopment Authority in and for the city of Golden Valley (the HRA"), pursuant to that certain Declaration of Restrictive Covenants, dated the day of 202_ (the "Declaration"), with respect to the Project: A) The total number of Rental Housing Units which are available for occupancy is 303. The total number of these units occupied is B) The following Rental Housing Units (identified by unit number) are currently occupied by "Qualifying Tenants" as the term is defined in the Declaration (for a total of 46 units): Studio apartment One bedroom apartment Two bedroom apartment Three bedroom apartment C) The following Rental Housing Units which are included in (B) above, have been re -designated as Rental Housing Units for Qualifying Tenants since , 202_, the date on which the last "Certificate of Continuing Program Compliance" was filed with the HRA by the Owner: Unit Previous Designation Replacing Number of Unit (if any) Unit Number F-C-7 GL13548-868513.v7 74 D) The following Rental Housing Units are considered to be occupied by Qualifying Tenants", as the term is defined in the Declaration based on the information set forth below (for a total of at least 46 units): Last Number Date Unit Name of of Number Total Date of Age Vacated and Number Tenant Persons of Adjusted Initial Held for Residing Bedrooms Gross Occupancy Qualifying in the Income Tenants, if Unit Applicable 2 3 4 5 6 7 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 297 30 1 E) The Owner has obtained a "Certification of Tenant Eligibility," in the form provided as Exhibit B to the Declaration, from each Tenant named in (D) above, and each such Certificate is being maintained by the Owner in its records with respect to the Project. Attached hereto is the most recent "Certification of Tenant Eligibility" for each Tenant named in (D) above who signed such a Certification since 202, the date on F-C-8 GL135-48-868513.v7 75 which the last "Certificate of Continuing Program Compliance" was filed with the HRA by the Owner. F) In renting the Rental Housing Units in the Project, the Owner has not given preference to any particular group or class of persons (except for persons who qualify as Qualifying Tenants and persons meeting the minimum age restrictions); and none of the units listed in (D) above has been rented for occupancy entirely by students, no one of which is entitled to file a joint return for federal income tax purposes. All of the Rental Housing Units in the Project have been rented pursuant to a written lease, and the term of each lease is at least 12 months. G) The information provided in this "Certificate of Continuing Program Compliance" is accurate and complete, and no matters have come to the attention of the Owner which would indicate that any of the information provided herein, or in any Certification of Tenant Eligibility" obtained from the Tenants named herein, is inaccurate or incomplete in any respect. H) The Project is in continuing compliance with the Declaration. I) The Owner certifies that as of the date hereof at least 15 percent (46) of the residential dwelling units in the Project are occupied or held open for occupancy by Qualifying Tenants, as defined and provided in the Declaration. J) The Project is in continuing compliance with the Declaration. IN WITNESS WHEREOF, I have hereunto affixed my signature, on behalf of the Owner, on 202_. 640 GOLDEN VALLEY, LLC By: Its: F-C-9 G1,135-48-868513.0 76 EXHIBIT G TO CONTRACT FOR PRIVATE DEVELOPMENT LIST AND ESTIMATED COST OF PUBLIC IMPROVEMENTS Improvement Estimated Cost Remove unused water and sewer services within street right -of- 48,750 way Remove abandoned public and private mains within development 31,590 site Remove existing retaining walls in public right of way 50,000 Construct cul-de-sac on Golden Valley Drive 250,000 Construct sidewalks and trails, including ADA ramps, at the 355,725.14 following locations around the perimeter of the site: Wisconsin Avenue - Bituminous trail 10 feet wide with 2- foot concrete safety buffer located at back of curb Golden Valley Road — Concrete walk 8 feet wide with 2-foot concrete safety buffer located at back of curb Golden Valley Drive — Concrete walk 8 feet wide located at back of curb Golden Valley Drive unimproved right of way (west of cul- de-sac) — Concrete walk 6 feet wide located within public green space Remove and replace commercial driveway aprons and surrounding 65,000 curb and gutter Extend center median in Golden Valley Road at closed driveway 24,129.44 Mill and overlay Golden Valley Drive following completion of 94,148.89 improvements Install new public street signs and pavement markings 19,500 Storm Sewer extension from Golden Valley Drive cul-de-sac to 41,535 Wisconsin Avenue Relocate city storm sewer catch basin on Golden Valley Road 39,000 adjacent to northeast site entrance Relocate watermain in Golden Valley Road 76,570 G-1 GL135-48-868513.v7 77 Line sanitary sewer mains impacted by service removals New relocated public street/pedestrian lights 22,035 27,950 Install public benches and concrete bench pads along sidewalks/trails in location approved by City 40,000 TOTAL 1,185,933.47 Enter into the following agreements with the City: Stormwater Maintenance Agreement (includes chloride management plan) Sewer and Water (Utility) Maintenance Agreement (for hydrants, etc.) Right -of -Way Obstruction Agreement for permanent obstructions/encroachments (walls, stoops, steps, footings, benches, electric/lights, irrigation and other items in ROW or easements that are owned by the developer Easements Agreement for public sidewalks, trails, benches G-2 GL135-48-868513.v7 78 Remove retaining walls 4871-7051-7353, v. 5 GL135-48-868513.v7 Golden Valley,Rd Relocate Watermain h 9 G-3 79 GL135-48-954810.v1 FIRST AMENDMENT TO CONTRACT FOR PRIVATE DEVELOPMENT THIS FIRST AMENDMENT TO CONTRACT FOR PRIVATE DEVELOPMENT (the “First Amendment”) is made this ______________________, 2024 (the “Effective Date”) by and between THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY (the “HRA”) and 640 GOLDEN VALLEY, LLC, a Minnesota limited liability company (the “Developer”). RECITALS: A.The HRA and the Developer have executed a Contract for Private Development as of June 29, 2023 (the “Agreement”) for the redevelopment of the property generally located east of Wisconsin Avenue North, south and west of Golden Valley Road and north of Golden Valley Drive and defined in the Agreement as the “Development Property.” The Agreement was filed in the office of the Hennepin County Recorder on August 2, 2023 as Document No. 11219758. B.The Agreement requires the Developer to execute, deliver and record a Declaration of Restrictive Covenants (the “Declaration”) in the form attached to the Agreement as Exhibit F. C.The parties wish to file the Agreement, along with this First Amendment, in the office of the Hennepin County Registrar of Titles. D.The Development Agreement contained a typographical error in the legal description. Additionally, the Developer subsequently replatted the Development Property as Sentinel GV. E.The HRA and the Developer now desire to amend the Agreement and the Declaration to update and correct the legal descriptions contained therein. 80 2. GL135-48-954810.v1 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, the HRA and the Developer hereby agree as follows: 1.)Definitions. Capitalized terms used in this First Amendment shall have the meanings assigned herein or in Section 1.1 of the Agreement. 2.)Development Property. The legal description of the Development Property set forth on Exhibit A to the Agreement is hereby amended in its entirety to read as follows: “Lots 1 and 2, Block 1, Sentinel GV, according to the recorded plat thereof, Hennepin County, Minnesota.” Both Abstract and Torrens Property, with the Torrens portion being: Lot 1, Block 1, SENTINEL GV, except that part embraced within the following tracts: (1) The South 216.4 feet of the Southeast Quarter of the Northeast Quarter of Section 31, Township 118, Range 21 lying East of the West 355 feet (2) That part embraced within Lot 2, Block 2, Valley Square 3 rd Addition and (3) That part embraced within vacated Golden Valley Drive, Hennepin County, Minnesota 3.)Declaration. The legal description contained on Exhibit A to the Declaration is hereby amended in its entirety to read as follows: “Lot 1, Block 1, Sentinel GV, according to the recorded plat thereof, Hennepin County, Minnesota.” Both Abstract and Torrens Property, with the Torrens portion being: Lot 1, Block 1, SENTINEL GV, except that part embraced within the following tracts: (1) The South 216.4 feet of the Southeast Quarter of the Northeast Quarter of Section 31, Township 118, Range 21 lying East of the West 355 feet (2) That part embraced within Lot 2, Block 2, Valley Square 3 rd Addition and (3) That part embraced within vacated Golden Valley Drive, Hennepin County, Minnesota 4.)Counterparts. This First Amendment may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 5.)Recording. The Agreement runs with the Development Property. The HRA intends to record this First Amendment in the County land records and the Developer agrees to pay for the cost of recording the same. This First Amendment runs with the Development Property and shall bind the successors and assigns of the HRA and the Developer. 81 3. GL135-48-954810.v1 6.)Governing Law; Venue. This First Amendment shall be construed in accordance with the laws of Minnesota. Any dispute arising from this First Amendment shall be heard in the State or federal courts of Minnesota, and all parties waive any objections to the jurisdiction thereof, whether based on convenience or otherwise. 82 4. GL135-48-954810.v1 IN WITNESS WHEREOF, the HRA and the Developer have caused this First Amendment to be duly executed in their names and on behalf of on or as of the Effective Date. HRA: THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By: Print Name: Gillian Rosenquist Title: Chair By: Print Name: Noah Schuchman Title: Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this _______ day of _________________, 2024 by Gillian Rosenquist, the Chair of the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body corporate and politic under the laws of Minnesota, on behalf of the authority. Notary Public My commission expires: The foregoing instrument was acknowledged before me this _______ day of _________________, 2024 by Noah Schuchman, the Executive Director of the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body corporate and politic under the laws of Minnesota, on behalf of the authority. Notary Public My commission expires: [HRA SIGNATURE PAGE] 83 5. GL135-48-954810.v1 DEVELOPER: 640 GOLDEN VALLEY, LLC By: Print Name: Fabrizio Montermini Title: Manager STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ________ day of _________________, 2024 by Fabrizio Montermini, the Manager of 640 GOLDEN VALLEY, LLC, a Minnesota limited liability company, on behalf of the company. Notary Public My commission expires: THIS INSTRUMENT WAS DRAFTED BY: LARKIN HOFFMAN DALY & LINDGREN, LTD. 8300 Norman Center Drive Suite 1000 Minneapolis, Minnesota 55437-1060 [DEVELOPER SIGNATURE PAGE] 4872-5597-0974, v. 1 84 1 GL135-48-958529.v2 SUBORDINATION OF DEVELOPMENT CONTRACT THIS SUBORDINATION OF DEVELOPMENT CONTRACT (the “Agreement”) is made and entered into as of _________________, 2024, by and between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body corporate and politic under the laws of Minnesota (the “Authority”), and BRIDGEWATER BANK, a Minnesota state banking corporation, and its successors and assigns (the “Lender”). W I T N E S S E T H: WHEREAS, 640 Golden Valley, LLC, a Minnesota limited liability company (the “Borrower”) is the owner of certain real property located in Hennepin County, Minnesota, legally described on Exhibit A attached hereto (the “Land”); and WHEREAS, the Borrower and the Authority entered into that certain Contract for Private Development dated as of the 29th day of June, 2023, filed of record in the office of the Hennepin County Recorder on August 2, 2023, as Document No. A11219758 and in the office of the Hennepin County Registrar of Titles on _____________ as Document No. _______________ and the First Amendment to Contract for Private Development filed of record in the office of the Hennepin County Recorder on _______________ as Document No. ___________ and in the office of the Hennepin Country Registrar of Titles on _______________ as Document No. __________ (collectively, the “Development Contract”), in connection with Borrower’s construction on the Land of a project consisting of approximately 303 multifamily rental apartments, approximately 440 to 450 spaces of structured parking, a new commercial building and certain public improvements (the “Project”); and WHEREAS, pursuant to the Development Contract, the Authority is to execute that certain Taxable Tax Increment Revenue Note in the maximum principal amount of up to $11,243,000.00 (the “TIF Note”) upon the terms and conditions set forth in the Development Contract; and WHEREAS, pursuant to a certain loan agreement dated as of _____________, 2024 by and between Borrower and Lender (“Loan Agreement”), the Lender has agreed to make a bridge loan available to Borrower in the principal amount of $[8,660,000.00] (the “Loan”). The Loan is evidenced by that certain Promissory Note dated as of _____________, 2024, executed and 85 2 GL135-48-958529.v2 delivered by Borrower and payable to the order of the Lender in the original principal face amount of $[8,660,000.00] (the “Note”) and is secured, inter alia, by (i) a certain Second Construction Mortgage, Security Agreement, Fixture Filing and Assignment of Leases and Rents dated as of _______________, 2024 from Borrower in favor of Lender encumbering the Project (together with all renewals, amendments, modifications, increases and extensions thereof, the “Mortgage”), filed of record in the office of the Hennepin County Recorder on or about the date hereof; and (ii) certain other instruments (such other documents evidencing or securing the Loan, together with the Note, the Loan Agreement and the Mortgage, as the same may be amended, modified, replaced or restated from time to time, are hereinafter collectively referred to as the “Loan Documents”); and WHEREAS, the Lender has required, as a condition to making the Loan, that (a) the Borrower assign all of its rights under the Development Contract and TIF Note to the Lender to secure the obligations of the Borrower to the Lender under the Loan Documents pursuant to that certain Assignment of Development Contract and TIF Note dated as of _____________, 2024 between Borrower and Lender (the “TIF Assignment”), (b) the rights of the Authority under the Development Contract be subordinated to the Mortgage, and (c) the Authority agree to certain other matters, all as more fully contained herein. NOW THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 1.TIF Assignment. The TIF Assignment constitutes a present and absolute assignment to Lender of Borrower’s rights under the Development Contract and of the TIF Note; provided, however, Lender confers on Borrower the right to enforce the terms of the Development Contract so long as no Event of Default (as defined in any of the Loan Documents) has occurred and is continuing under any of the Loan Documents. Upon the occurrence of an Event of Default under any of the Loan Documents, Lender may, in Lender’s sole discretion, give notice to the other parties to the Development Contract of its intent to enforce the rights of Borrower under the Development Contract and may initiate or participate in any legal proceedings respecting the enforcement of said rights. Nothing in this Agreement or in the TIF Assignment shall give Lender a greater right than Borrower to enforce the Development Contract. Nothing in this Agreement or the TIF Assignment shall be deemed an assignment by Borrower or an assumption by Lender of Borrower’s obligations, duties, covenants or representations under the Development Contract. 2.Intentionally Deleted. 3.Intentionally Deleted. 4.Authorization to the Authority. The Authority agrees and acknowledges that the TIF Assignment constitutes a perfected, absolute and present assignment, provided that the Lender shall have no right under the TIF Assignment or this Agreement to enforce the provisions of the Development Contract or the TIF Note or exercise any of its rights or remedies under this Agreement until an Event of Default (as that term is defined in any of the Loan Documents) shall occur and be continuing. The payments under the TIF Note shall be paid 86 3 GL135-48-958529.v2 directly to the Lender until such time as the Debt (as defined in the Loan Agreement) has been paid in full, at which time the Lender shall promptly provide notice to the Authority (with a copy to Borrower) that such payments are to be made to the Borrower. The Lender and the Authority acknowledge that in the TIF Assignment, the Borrower irrevocably authorized and directed the Authority to make payments under the TIF Note directly to the Lender and to recognize the claims of the Lender or its assigns without investigating the reason for any action taken or the validity of or the amount of indebtedness owing to the Lender or its assigns or the existence of any Event of Default (as defined in the Loan Agreement), and that the Borrower irrevocably directed and authorized the Authority to pay exclusively to the Lender or its assigns all sums due under the TIF Note. The Lender and the Authority acknowledge that in the TIF Assignment, the Borrower agreed that to the extent such sums are paid to the Lender or its assigns, the Authority shall have no further liability to the Borrower for the same and that the sole receipt by the Lender or its assigns of any sum paid by the Authority shall be in discharge and release of that portion of any amount owed by the Authority. 5.Intentionally Deleted. 6.Event of Default; Remedies. Subject to the provisions set forth in this Paragraph 6, upon the occurrence of an Event of Default (as that term is defined in any of the Loan Documents), the Lender may, without affecting any of its rights or remedies against the Borrower under any other instrument, document or agreement, exercise its rights under this Agreement as the Borrower’s attorney-in-fact in any manner permitted by law and, in addition, the Lender shall have the right to exercise and enforce any and all rights and remedies available after a default to a secured party under the Uniform Commercial Code as adopted in the State of Minnesota. If notice to the Borrower of any intended disposition of collateral or of any intended action is required by law in any particular instance, such notice shall be deemed commercially reasonable if given at least ten (10) calendar days prior to the intended disposition or other action. Furthermore, upon the occurrence and during the continuance of an Event of Default (as that term is defined in any of the Loan Documents), Lender shall have the right (but not the obligation), upon written notice to the Authority, to assume all obligations of Borrower under the Development Contract. Nothing herein contained shall be deemed to affect or impair any rights which Lender may have under the Loan Documents. 7.Consent; Representations and Warranties of the Authority. The Authority acknowledges that the Lender is making the Loan to the Borrower and consents to the same. The Authority also consents to and approves the assignment of the Development Contract and TIF Note (when and if issued) by the Borrower to the Lender as collateral for the Loan; provided, however, that this consent shall not deprive the Authority of or otherwise limit any of the Authority's rights or remedies under the Development Contract and TIF Note and shall not relieve the Borrower of any of its obligations under the Development Contract and TIF Note. The Authority further represents and warrants to the Lender that (a) the Authority has the corporate power and authority to perform its obligations under the Development Contract (and under the TIF Note once issued), (b) the Development Contract (and the TIF Note once issued) are valid agreements enforceable in accordance with their terms, are in full force and effect and have not been amended, modified, altered, cancelled or surrendered, (c) the Authority is not in default under the Development Contract and that all covenants, conditions, agreements 87 4 GL135-48-958529.v2 and payments have been performed as required therein, except those not to be performed until after the date hereof, and (d) except for this Agreement and the TIF Assignment, the Authority has not received any notice of a sale, transfer, assignment, hypothecation, encumbrance or pledge of the Development Contract or the TIF Note. To the actual knowledge of the Authority, the Borrower is not in default under the Development Contract. 8.Intentionally Deleted. 9.Subordination. (a)The Authority hereby agrees that the rights and remedies of the Authority under the Development Contract hereby are and shall remain at all times completely and unconditionally subject and subordinate to the liens, rights and security interest created by the Mortgage and the other Loan Documents and to any and all amendments, modifications, extensions, replacements or renewals of the Mortgage and the other Loan Documents; provided, however, that nothing herein shall be construed as subordinating the requirements contained in the Development Contract that the Project be used in accordance with the provisions of Section 9.3 of the Development Contract and that the residential portion of the Project, located on Lot 1, Block 1, Sentinel GV, be subject to the Declaration of Income Restrictions in accordance with Section 4.7 of the Development Contract. Notwithstanding anything herein to the contrary, the Authority shall continue to have the ability to suspend, adjust, or terminate payments on the TIF Note in accordance with its terms if an Event of Default (as defined in the Development Contract) occurs as provided in Section 8.2 of the Development Contract. 10.Approval of Financing. The Authority hereby approves the financing of the Project as contemplated by the Loan Documents. 11.Notice to the Authority. The Lender agrees to use commercially reasonable efforts to provide the Authority with all default notices sent to the Borrower pursuant to the Loan Documents. 12.No Assumption. The Authority acknowledges that the Lender is not a party to the Development Contract, and by executing this Agreement does not become a party to the Development Contract, and specifically does not assume and shall not be bound by any obligations of the Borrower to the Authority under the Development Contract and that the Lender shall incur no obligations whatsoever to the Authority except as expressly provided herein. The TIF Assignment is given only as collateral security, and the Lender shall not be obligated to perform or discharge any obligation or liability of the Borrower under the Development Contract or the TIF Note. 13.Notice from the Authority; Lender Right to Cure and Perform. So long as the Development Contract remains in effect, the Authority agrees to give to the Lender copies of notices of any default or event of default given to the Borrower under the Development Contract. Prior to any termination of the Development Contract and/or the TIF Note, Lender shall have an opportunity to cure such default within a reasonable time. Furthermore, regardless of whether a default or event of default has occurred under the Development Contract, the Authority agrees to accept from Lender any performance tendered under the Development Contract by Lender as if the same were tendered by Borrower; provided however that it is 88 5 GL135-48-958529.v2 understood and agreed (a) that by tendering performance under any of said agreements, Lender does not assume any of the obligations or duties of Borrower under or with respect to the Development Contract unless Lender expressly assumes the Development Contract in writing as provided in Paragraph 6 above, and (b) Lender shall not be obligated to cure any defaults of Borrower under the Development Contract. 14.Amendments. The Authority hereby represents and warrants to Lender for the purpose of inducing Lender to make advances to Borrower under the Loan Documents that it will not agree to any amendment or modification to the Development Contract or to the TIF Note issued under the Development Contract that materially affects the amount or the collection of Available Tax Increment (as defined in the Development Contract) or that in any way affects the Project without the Lender's written consent. 15.Waiver. This Agreement can be waived, modified, amended, terminated or discharged only explicitly in writing signed by the parties hereto. A waiver by the Lender shall be effective only in a specific instance and for the specific purpose given. Mere delay or failure to act shall not preclude the exercise or enforcement of any of the Lender’s rights or remedies hereunder. All rights and remedies of the Lender shall be cumulative and may be exercised singularly or concurrently at the Lender’s option, and any and exercise or enforcement of any one such right or remedy shall neither be a condition to nor bar the exercise or enforcement of any other. 16.Headings. The descriptive headings for the several sections of this Agreement are inserted for convenience only and not to confine or limit any of the terms or provisions hereof. 17.Addresses for Notice. Any notice from, request, demand or communication hereunder shall be deemed fully given if delivered or served by depositing the same with the United States Postal Service, postage prepaid, certified or registered, addressed to the parties as set forth below: If to the Authority:Housing and Redevelopment Authority of the City of Golden Valley Attn: Executive Director 7800 Golden Valley Road Golden Valley, MN 55427 with a copy to: Kennedy & Graven 470 U.S. Bank Plaza 200 South 6th Street Minneapolis, MN 55402 Attn: Ronald H. Batty, Esq. 89 6 GL135-48-958529.v2 If to the Lender:Bridgewater Bank 7831 East Bush Lake Road, Suite 300 Bloomington, MN 55439 Attention: Andrew Bates with a copy to: Fabyanske, Westra, Hart & Thomson, P.A. 80 South Eighth Street, Suite 1900 Minneapolis, MN 55402 Attention: Rachel J. Bristow, Esq. 18.Transfer of Title to the Lender. The Authority agrees that in the event the Lender, a transferee of Lender, or a purchaser at foreclosure sale, acquires title to the Project pursuant to a foreclosure, or a deed in lieu thereof, the Lender, transferee, or purchaser shall not be bound by the terms and conditions of the Development Contract except as expressly provided in this Agreement. Further the Authority agrees that in the event the Lender, a transferee of Lender, or a purchaser at foreclosure sale acquires title to the Project pursuant to a foreclosure sale or a deed in lieu thereof, then the Lender, transferee, or purchaser (provided such party has elected to assume the Development Contract pursuant to Paragraph 6 hereof) shall be entitled to all rights conferred upon the Borrower under the Development Contract, provided that no condition of default exists and remains uncured beyond applicable cure periods in the obligations of the Borrower under the Development Contract. Further, Lender, or a transferee of Lender, shall have the right to treat the Development Contract as prior to the lien of the Loan Documents and may further assign Borrower’s rights under the Development Contract to a purchaser of the Project at the foreclosure or to any purchaser from Lender (or its affiliate) following the acquisition of the Project at the foreclosure or to any purchaser from Lender (or its affiliate) following the acquisition of the Project by a deed in lieu of foreclosure, provided that no condition of default exists and remains uncured beyond applicable cure periods in the obligations of the Borrower under the Development Contract. 19.Successors. This Agreement and each and every covenant, agreement and other provision hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, including any person who acquires title to the Project through the Lender of a foreclosure of the Mortgage. 20.Severability. The enforceability or invalidity of any provision hereof shall not render any other provision or provisions herein contained unenforceable or invalid. 21.Governing Law. This Agreement is made in and shall be construed in accordance with the laws of the State of Minnesota. 90 7 GL135-48-958529.v2 22.Counterparts. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but such counterparts shall together constitute one and the same instrument. [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.] 91 8 GL135-48-958529.v2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By: Name: Its: Chair By: Name: Its: Executive Director STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ____ day of _____________, 2024 by ___________________, the Chair of the Housing and Redevelopment Authority in and for the City of Golden Valley, a public body corporate and politic under the laws of the State of Minnesota, on behalf of such public body. Notary Public STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ___ day of _____________, 2024 by _________________, the Executive Director of the Housing and Redevelopment Authority in and for the City of Golden Valley, a public body corporate and politic under the laws of the State of Minnesota, on behalf of such public body. Notary Public 92 9 GL135-48-958529.v2 BRIDGEWATER BANK, a Minnesota state banking corporation By: Andrew Bates Senior Vice President Construction Lending STATE OF MINNESOTA ) ) ss. COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ___ day of _____________, 2024, by Andrew Bates, the Senior Vice President Construction Lending of Bridgewater Bank, a Minnesota state banking corporation, for and on behalf of the state banking corporation. Notary Public THIS INSTRUMENT DRAFTED BY: Fabyanske, Westra, Hart & Thomson, P.A. (RJB) 80 South Eighth Street, Suite 1900 Minneapolis, MN 55402 612-359-7600 93 A-1 GL135-48-958529.v2 EXHIBIT A Legal Description “Lots 1 and 2, Block 1, Sentinel GV, according to the recorded plat thereof, Hennepin County, Minnesota.” Both Abstract and Torrens Property, with the Torrens portion being: Lot 1, Block 1, SENTINEL GV, except that part embraced within the following tracts: (1) The South 216.4 feet of the Southeast Quarter of the Northeast Quarter of Section 31, Township 118, Range 21 lying East of the West 355 feet (2) That part embraced within Lot 2, Block 2, Valley Square 3 rd Addition and (3) That part embraced within vacated Golden Valley Drive, Hennepin County, Minnesota 94 EXECUTIVE SUMMARY Community Development 763-512-2345 / 763-512-2344 (fax) Golden Valley Housing and Redevelopment Authority Meeting June 18, 2024 Agenda Item 3.B. Closing Date Extension to the Contract for Development Between the Housing and Redevelopment Authority (HRA) and Greater Metropolitan Housing Corporation (GMHC) for 208 Meander Road and 4707 Circle Down Prepared By Christine Costello, Housing & Economic Development Manager Summary On July 5, 2023 Special HRA meeting , a public hearing was held and the Contract for Development (Development Agreement) for three properties, that included 208 Meander and 4707 Circle Down, was approved. (Motion carried 5-0). HRA obligations from the Development Agreement have taken longer than anticipated and in the meantime GMHC has been working on other projects throughout the Twin Cities. Thus, it has taken longer for closing to occur and for the construction to begin on the HOPE projects. Per the Development Agreement any extension that exceeds six months from the date provided in the agreement must be approved by the HRA Board. GMHC is ready to close on 208 Meander within the coming month and is planning to begin construction this year. 4707 Circle Down is finalizing the platting process and will be able to close with GMHC by the the end of the year so they can begin construction in 2025. We are requesting that the extensions be given until December 31, 2025 in order to give staff and the developer enough time for their due diligence and construction period. Financial or Budget Considerations Pursuant to the terms of the Development Agreement the HRA is writing down the land and conveying it to the developer for one dollar ($1). Legal Considerations Closing extension templates were reviewed by the City Attorney. Equity Considerations The Home Ownership Program for Equity meets the City’s goals to preserve and promote economically diverse housing options in our community by creating high quality housing in Golden Valley for households with a variety of income levels, ages, and sizes. Dedicated publicly owned land for more affordable housing for homeownership is a valuable resource to meet our affordable housing goals. Recommended Action 95 Motion to approve Closing Date Extensions to the Contract for Development Between the Housing and Redevelopment Authority (HRA) and Greater Metropolitan Housing Corporation (GMHC) for 208 Meander Road and 4707 Circle Down to December 31, 2025. Majority vote is needed. Supporting Documents Closing Date Extension - 208 Meander Road Closing Date Extension - 4707 Circle Down 96 CLOSING DATE EXTENSION ADDENDUM TO THE CONTRACT FOR DEVELOPMENT Between THE HOUSINGANDREDEVELOPMENTAUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY and GREATER METROPOLITAN HOUSING CORPORATION at 208 MEANDER ROAD, GOLDEN VALLEY, MN THIS CLOSING DATE EXTENTION ADDENDUM (this “Addendum”) is made and entered into as of this 18 of June, 2024, by and between the Housing and Redevelopment Authority in and for the City of Golden Valley, a body corporate and politic under the laws of the State of Minnesota, having its principal office at: 7800 Golden Valley Road, Golden Valley,Minnesota55427 (the“HRA”),andGreaterMetropolitanHousingCorporation,anon- profit corporation under the laws of Minnesota, having its principal office at: 970 Raymond Avenue, Unit 201, St. Paul, Minnesota 55114 (the “Developer”) that amends the Contract for Development signed on October 17, 2023. All of the terms, conditions, and provisions in the Contract for Development shall remain in full force and effect and are hereby incorporated by reference herein and are unchanged except as expressly amended hereby. The Closing Date agreed to under Section 3.4 of the Contract for Development shall be hereby extended to December 31, 2025. HRA staff is authorized to extendthe ClosingDate toadatelessthan six monthsfromOctober 2, 2023. 97 IN WITNESS WHEREOF, the HRA has caused this Addendum to be duly executed in its nameandbehalfanditssealtobehereuntodulyaffixedandtheDeveloperhascausedthis Addendum to be duly executed as of the day and year first above written. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By: Its: Noah Schuchman, Executive Director STATE OF MINNESOTA ) )SS COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this___day of _______, 2024, by Noah Schuchman, the Executive Director of the Housing and Redevelopment Authority in and for the City of Golden Valley (“HRA”), a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. Notary Public 98 GREATERMETROPOLITAN HOUSING CORPORATION By: Its: Eden Spencer, President and Chief Executive Officer STATE OF MINNESOTA ) ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2024, by Eden Spencer, the President and Chief Executive Officer of theGreaterMetropolitan Housing Corporation, a non-profit corporation under the laws of Minnesota, on behalf of the corporation. Notary Public 99 CLOSING DATE EXTENSION ADDENDUM TO THE CONTRACT FOR DEVELOPMENT Between THE HOUSINGANDREDEVELOPMENTAUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY and GREATER METROPOLITAN HOUSING CORPORATION at 4707 CIRCLE DOWN, GOLDEN VALLEY, MN THIS CLOSING DATE EXTENTION ADDENDUM (this “Addendum”) is made and entered into as of this 18 of June, 2024, by and between the Housing and Redevelopment Authority in and for the City of Golden Valley, a body corporate and politic under the laws of the State of Minnesota, having its principal office at: 7800 Golden Valley Road, Golden Valley,Minnesota55427 (the“HRA”),andGreaterMetropolitanHousingCorporation,anon- profit corporation under the laws of Minnesota, having its principal office at: 970 Raymond Avenue, Unit 201, St. Paul, Minnesota 55114 (the “Developer”) that amends the Contract for Development signed on October 17, 2023. All of the terms, conditions, and provisions in the Contract for Development shall remain in full force and effect and are hereby incorporated by reference herein and are unchanged except as expressly amended hereby. The Closing Date agreed to under Section 3.4 of the Contract for Development shall be hereby extended to December 31, 2025. HRA staff is authorized to extendthe ClosingDate toadatelessthan six monthsfromOctober 2, 2023. 100 IN WITNESS WHEREOF, the HRA has caused this Addendum to be duly executed in its nameandbehalfanditssealtobehereuntodulyaffixedandtheDeveloperhascausedthis Addendum to be duly executed as of the day and year first above written. THE HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY By: Its: Noah Schuchman, Executive Director STATE OF MINNESOTA ) )SS COUNTY OF HENNEPIN ) The foregoing instrument was acknowledged before me this ___day of ______, 2024, by Noah Schuchman, the Executive Director of the Housing and Redevelopment Authority in and for the City of Golden Valley (“HRA”), a public body corporate and politic under the laws of Minnesota, on behalf of the HRA. Notary Public 101 GREATERMETROPOLITAN HOUSING CORPORATION By: Its: Eden Spencer, President and Chief Executive Officer STATE OF MINNESOTA ) ) SS COUNTY OF ) The foregoing instrument was acknowledged before me this day of , 2024, by Eden Spencer, the President and Chief Executive Officer of theGreaterMetropolitan Housing Corporation, a non-profit corporation under the laws of Minnesota, on behalf of the corporation. Notary Public 102 EXECUTIVE SUMMARY Community Development 763-512-2345 / 763-512-2344 (fax) Golden Valley Housing and Redevelopment Authority Meeting June 18, 2024 Agenda Item 3.C. Adopt HRA Resolution No. 24-02 Accepting and approving Minnesota Housing Community Impact Fund grant agreements for the Home Ownership Program for Equity (HOPE) for Single-Family, Duplex, and Rowhomes Prepared By Christine Costello, Housing & Economic Development Manager Summary State of Minnesota awarded a record breaking $1 Billion in funding for affordable housing in 2023. Minnesota Housing encouraged the Golden Valley HRA to apply for Community Housing Impact Fund funds for all of the current and future City owned properties as suitable for affordable housing development by the Public Land Disposition Policy and as part of the HOPE. On July 5, 2023 the HRA (Resolution No. 23-11) authorized City staff to apply for Community Minnesota Housing Impact Fund for Single-Family, Duplex, and Rowhomes for HOPE. On December 15, 2023 the city was notified of an award for the HOPE program sites. The Community Impact Fund will provide: Single Family Number of Qualified Dwelling Units to be Completed: 3 Income Served: Up to 80% of the AMI Typical Impact Fund Value Gap Subsidy $135,000 per unit Maximum Grant Proceeds $405,000 Duplex Number of Qualified Dwelling Units to be Completed: 4 Income Served: Up to 80% of the AMI Typical Impact Fund Value Gap Subsidy $49,000 per unit Maximum Grant Proceeds $196,000 Rowhomes Number of Qualified Dwelling Units to be Completed: 13 Income Served: Up to 80% of the AMI Typical Impact Fund Value Gap Subsidy $225,000 per unit Maximum Grant Proceeds $2,925,000 103 Total Funding Award $3,526,000 Financial or Budget Considerations The city will work with our Finance Department to invoice the State for the reimbursement of funds to the developer once the developer has met the obligations of the contract with the State and the city. Legal Considerations The grant agreements conform with legal requirements for the grant program. Equity Considerations The Home Ownership Program for Equity meets the City’s goals to preserve and promote economically diverse housing options in our community by creating high quality housing in Golden Valley for households with a variety of income levels, ages, and sizes. Dedicated publicly owned land for more affordable housing for homeownership is a valuable resource to meet our affordable housing goals. Recommended Action Motion to adopt HRA Resolution No. 24-02 accepting and approving the grant agreements with Minnesota Housing Community Impact Fund for Single-Family, Duplex, and Rowhomes. Supporting Documents HRA Resolution No. 23-11 HRA Resolution No. 24-02 Accepting MN Housing Impact Fund Grants 104 DocuSign Envelope ID: E553FOCB-362A4ED6-8FAA-5D069375D546 HRA RESOLUTION NO.23-11 A RESOLUTION APPROVING THE COMMUNITY HOUSING IMPACT FUND APPLICATION TO MINNESOTA HOUSING FOR THE HOME OWNERSHIP PROGRAM FOR EQUITY (HOPE) WHEREAS, the goal of the Minnesota Housing Community Housing Impact Fund is to increase the supply of affordable, owner -occupied, single family housing, while maintaining the safety and habitability of existing owner -occupied, single family homes in communities throughout Minnesota. WHEREAS, the Housing and Redevelopment Authority has elected to participate in the competitive Request for Proposal Process of the Minnesota Housing Community Housing Impact Fund to provide funding for affordable housing development; and WHEREAS, the City established Public Land Disposition Policy and the HRA established the Home Ownership Program for Equity to make City owned lots available for affordable and equitable homeownership development by providing a land write down and transfer for $1; and WHEREAS, HOPE prioritizes organizations that have demonstrated success in building relationships of trust with Black, Indigenous and people of color and in serving first generation homebuyers and other underrepresented homebuyers; and WHEREAS, systemic racism in housing occurs today — Black, Indigenous, and other communities of color continue to face discrimination and lack of access to affordable housing and home ownership; and WHEREAS, the City has higher racial disparities in homeownership than the regional average; and WHEREAS, the share of single-family housing stock in the City (72 percent) and the share of owner -occupied housing stock (74 percent) is higher than the regional average; and WHEREAS, the City has an average home sale price ($566,347) higher than what is affordable to a household earning 80 percent of Area Median Income 355,600); and WHEREAS, the affordable housing need in the 51 to 80 percent of Area Median Income level (116 units) is more than half of the total affordable housing need (222 units); and WHEREAS, the qualified developers have a demonstrated record of serving Black, Indigenous, and/or other households of color in homeownership at rates at 70-80 105 DocuSign Envelope ID: E553FOCB-362A-4ED6-8FAA-5DO69375D546 percent and are greater than the city and or region's homeownership rates for those same groups; and WHEREAS, the qualified developers have a current waiting list consisting of 80 percent Black, Indigenous, or other households of color and are at levels that are greater to the city population; and WHEREAS, the project team includes a lender, realtor, or other homebuyer- facing team member that is reflective of the Black, Indigenous, or other households of color that have disparate homeownership rates in the region; and WHEREAS, the marketing efforts for sale of the homes affirmatively further fair housing; and WHEREAS, HOPE will provide affordable homeownership opportunity to homebuyers with incomes less that 80 percent of Area Median Income; and WHEREAS, HOPE homes will remain affordable upon resale for 40 to ninety- nine years; and WHEREAS, HOPE addresses a need specific to our community to provide affordable and equitable homeownership opportunity on City owned vacant lots; and WHEREAS, the Community Housing Impact Fund would assist in filling the development financing and construction costs gaps. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF GOLDEN VALLEY that the Housing and Redevelopment Authority in and for the City of Golden Valley supports the application to Minnesota Housing for Community Housing Impact Fund funds for the Home Ownership Program for Equity. Passed by the Housing and Redevelopment Authority of the City of Golden Valley, Minnesota this 5t" day of July 2023. D—Slgned by: M . ) +,,- Maurice arris, HRA Chair ATTEST: D ocuSplg4n/end by: V TlQy . Cruikshank, Executive Director 106 HRA RESOLUTION NO. 24-02 RESOLUTION APPROVING COMMUNITY HOMEOWNERSHIP IMPACT FUND AWARDS 12-2023-21 (SINGLE FAMILY), 12-2023-30 (DUPLEX), AND 12-2023-32 (ROWHOMES) FROM MINNESOTA HOUSING FOR THE HOMEOWNERSHIP PROGRAM FOR EQUITY (HOPE) WHEREAS, the goal of the Minnesota Housing Community Housing Impact Fund is to increase the supply of affordable, owner-occupied, single family housing, while maintaining the safety and habitability of existing owner-occupied, single family homes in communities throughout Minnesota; and WHEREAS, the City established Public Land Disposition Policy and the HRA established the Home Ownership Program for Equity (HOPE) to make City owned lots available for affordable and equitable homeownership development by providing a land write down and transfer for $1; and WHEREAS, the Housing and Redevelopment Authority elected to participate in the competitive Request for Proposal Process of the Minnesota Housing Community Housing Impact Fund to provide funding for affordable housing development; and WHEREAS, the Housing and Redevelopment sought funding in connection with an application for Minnesota housing Community Housing Impact Fund in the total amount of $3,526,000 for the development of single family, duplexes, and rowhomes within the City of Golden Valley under the home Ownership Program for Equity; and WHEREAS, HOPE will provide affordable homeownership opportunity to homebuyers with incomes less that 80 percent of Area Median Income; and WHEREAS, the Community Impact Fund funding will assist in filling the development financing and construction costs gaps. NOW THEREFORE, BE IT RESOLVED by the Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota, that this Authority accepts the Minnesota Housing Community Homeownership Impact Fund for the Home ownership Program for Equity. Passed by the Housing and Redevelopment Authority of the City of Golden Valley, Minnesota this 18th day of June, 2024. ____________________________ Attested:Gillian Rosenquist, HRA Chair ______________________________ Noah Schuchman, Executive Director 107