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2025-10-07 - AGE - HRA Regular Meeting October 7, 2025 — 6:30 PM Golden Valley City Hall Council Chambers 1.Call to Order 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.Approval of HRA Meeting Minutes 3.B.Adopt HRA Resolution No. 25-03 Authorizing the Decertification of North Wirth 3 Tax Increment Financing (TIF) District 4.Public Hearing 4.A.Public Hearing and Adopt HRA Resolution No. 25-04 Authorizing the Transfer of Home Ownership Program for Equity (HOPE) Property 1131 Lilac Drive North and Approving Sub- Recipient Grant Agreements with Magnolia Homes LLC for the HOPE Property at 1131 Lilac Drive North 5.Old Business - None. 6.New Business - None. 7.Adjournment HRA REGULAR MEETING AGENDA Members of the public may attend this meeting in-person, by watching on cable channel 16, or by streaming on CCXmedia.org. The public can make in-person statements during public comment sections. Individuals may provide public hearing testimony remotely by emailing a request to the City Clerk's office at cityclerk@goldenvalleymn.gov by 3 p.m. on the day of the meeting. City of Golden Valley HRA Regular Meeting October 7, 2025 — 6:30 PM 1 City of Golden Valley HRA Regular Meeting October 7, 2025 — 6:30 PM 2 EXECUTIVE SUMMARY Legal 763-512-2345 / 763-512-2344 (fax) Golden Valley Housing and Redevelopment Authority Meeting October 7, 2025 Agenda Item 3.A. Approval of HRA Meeting Minutes Prepared By Theresa Schyma, City Clerk Summary The following minutes are available to view on the City's public Laserfiche site : September 2, 2025 Regular HRA Meeting A direct link to the folder with the documents referenced above is: https://weblink.ci.golden-valley.mn.us/WebLink/Browse.aspx? id=1057510&dbid=0&repo=GoldenValley Legal Considerations This item did not require legal review. Equity Considerations This item did not require equity review. Recommended Action Motion to approve HRA meeting minutes as submitted. 3 EXECUTIVE SUMMARY Community Development 763-512-2345 / 763-512-2344 (fax) Golden Valley Housing and Redevelopment Authority Meeting October 7, 2025 Agenda Item 3.B. Adopt HRA Resolution No. 25-03 Authorizing the Decertification of North Wirth 3 Tax Increment Financing (TIF) District Prepared By Christine Costello, Housing & Economic Development Manager Summary Please see the attached memo from Ehlers regarding the history of the North Wirth Tax Increment Financing (TIF) District No. 3 and the proposed decertification. Financial or Budget Considerations There are minimal costs associated with this action. Professional services from Ehlers, the City's municipal finance advisor, were utilized to prepare appropriate documentation for this action. Legal Considerations Legal has prepared and reviewed the attached resolution. Equity Considerations The purpose of a Soils TIF District is to remove any hazardous substances, contaminants, or pollution on a site so that it can be used for a new development. A clean site not only improves soil conditions in the community but aligns with the health and safety needs of Golden Valley's residents. Recommended Action Motion to adopt HRA Resolution No. 25-03 authorizing the decertification of North Wirth 3 Tax Increment Financing (TIF) District. Supporting Documents Memo Decertification of North Wirth No. 3 TIF District HRA Resolution No. 25-03 - Approving Decertification of North Wirth No. 3 TIF District 4 MEMORANDUM TO: Lyle Hodges – Finance Director Christine Costello – Housing & Economic Development Manager FROM: Stacie Kvilvang - Ehlers DATE: October 7, 2025 SUBJECT: Decertification of North Wirth No. 3 TIF District (Soils District) The North Wirth No. 3 TIF District (the ”District”) is a Soils Condition District and was certified on June 15, 2004. The first TIF was received in 2008, therefore the District was anticipated to terminate on December 31, 2028 (20-year term). The District was created to provide assistance to correct soils conditions from the former railroad yard in order to allow for development of five single-story office condominiums located at 4310 Dahlberg Drive. The HRA provided the developer a pay-as-you-go (PAYGO) TIF note (the “Note”) in the amount of $454,183 to reimburse them for these costs. The final payment on the Note was on August 1, 2024. . The TIF statute requires that a district be decertified once all the obligations have been paid in full. Since the obligation was paid in 2024, the City is decertifying the District (four years early). After the City returns a portion of the 2024 TIF and the 2025 TIF received to the County for redistribution, it is anticipated the District will have a nominal balance of under $20,000. These dollars will remain in the District Fund and can only be used for administrative costs for the District or to correct soils elsewhere in the City that meet the stringent requirements of the TIF Statute. Staff will work with Ehlers to prepare the necessary forms and submittal to the County and Office of the State Auditor. 5 174303914v1 HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF GOLDEN VALLEY, MINNESOTA COUNTY OF HENNEPIN STATE OF MINNESOTA HRA RESOLUTION NO. 25-03 RESOLUTION APPROVING THE DECERTIFICATION OF NORTH WIRTH TAX INCREMENT FINANCING DISTRICT NO. 3 WHEREAS, the Housing and Redevelopment Authority of the City of Golden Valley, Minnesota (the "Authority") has heretofore established the North Wirth Parkway Redevelopment Plan (the "Redevelopment Project”) in the City of Golden Valley, Minnesota (the “City”); and WHEREAS, on July 6, 2004 the Authority and the City established the North Wirth No. 3 Tax Increment Financing District, a soils condition district, (the “District”) within the Redevelopment Project; and WHEREAS, as of the date hereof obligations to which tax increment from the District have been pledged have been paid in full or defeased; and WHEREAS, the Authority desires by this resolution to cause the decertification of the District, after which all property taxes generated by property within the District will be distributed in the same manner as all other property taxes. NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Golden Valley, Minnesota that the Authority’s staff shall take such action as is necessary to cause the County Auditor of Hennepin County to decertify the District as a tax increment district and to no longer remit tax increment from the District to the Authority. Adopted by the Housing and Redevelopment Authority of the City of Golden Valley, Minnesota this 7th day of October 2025. Maurice Harris, HRA Chair ATTEST: Noah Schuchman, Executive Director 6 EXECUTIVE SUMMARY Community Development 763-512-2345 / 763-512-2344 (fax) Golden Valley Housing and Redevelopment Authority Meeting October 7, 2025 Agenda Item 4.A. Public Hearing and Adopt HRA Resolution No. 25-04 Authorizing the Transfer of Home Ownership Program for Equity (HOPE) Property 1131 Lilac Drive North and Approving Sub-Recipient Grant Agreements with Magnolia Homes LLC for the HOPE Property at 1131 Lilac Drive North Prepared By Christine Costello, Housing & Economic Development Manager Summary HOPE Background In December 2021, the City Council approved the Public Land Disposition Ordinance, that provides the City Council the ability to identify and catalog real property owned by the City and the Housing and Redevelopment Authority (HRA) that is no longer required for its original purpose and may be suitable for the development of affordable housing. Per the Public Land Disposition Ordinance, affordable housing needs and opportunities shall be considered before surplusing public lands for other purposes that are non-essential to local government operation. To date there are a number of actions that have taken place that have brought the Home Ownership Program for Equity (HOPE) to fruition. Those events include: March 2022 - HRA received and filed with the City a list of real property that is no longer required for their original purpose and suitable for the development of affordable housing. May 2022 - An information and engagement meeting with potential developers and other stakeholders was held. June 2022 - HRA approved HOPE Guidelines and Request for Qualifications (RFQ) was advertised. January 2023 - HOPE 2023-2024 RFQ was released and information session held for interested developers. February 2023 - HRA approved the qualified developers, for various HOPE properties, including approval of Magnolia Homes, LLC for 1131 Lilac Drive N. April - July 2025 -Planning staff completed land use due diligence and entitlements on all HOPE sites, so that development could move forward. Magnolia Homes LLC The HRA approved Magnolia Homes, LLC, as the qualified developer for 1131 Lilac Drive North at the February 21, 2023, HRA Special Meeting (Motion carried 4-0). Magnolia Homes LLC was chosen due to their focus on providing attainable missing middle housing solutions. Magnolia Homes was established in 2017 and has developed an average of four units per year. The owner, J. Alex Frank serves as the managing director for Magnolia Homes and Magnolia Residential 3Properties, LLC, a real estate 7 holding company operating in multiple states. Mr. Frank has been a real estate investor for over 25 years. Mr. Frank is also a former Minnesota Urban Land Institute (ULI) Real Estate Diversity Initiative (REDI) Program co-chairman – a program focused on increasing the number of women and minority real estate developers in the Twin Cities. He is a former board member for Greater Metropolitan Housing Corporation (GMHC). Magnolia Homes, LLC., will build an approximately 1,500 square foot twinhome with three-bedrooms, and 2.5 bathrooms, including mid-grade finishes such as maple cabinets, granite countertops, stainless steel appliances, and vinyl plank flooring. The twinhome will be energy efficient and be built to Minnesota Green Communities Criteria as required by Minnesota Housing, the state housing finance agency that is supporting the project through committed grant funds. The Green Communities Criteria produces housing that results in a high-quality, healthy living environment; lowers residents’ utility costs; enhances residents’ connection to nature; protects the environment by conserving energy, water, materials and other resources; and advances the health of local and regional ecosystems. The intent is to maximize energy savings and indoor air quality, and help ensure the health and safety of residents. The developers are committed to expanding homebuyer opportunity to make the choice of where they will live. The homebuyers will have to opportunity to assess the benefits of the location including the school districts, proximity to jobs, transportation corridors, open spaces, and other community amenities. Development Agreement with Magnolia Homes LLC A Contract for Development with Magnolia Homes was approved by the HRA on September 2, 2025 (Motion carried 5-0) contingent on the transfer of the property to the HRA and approval of the sub- recipient grant agreements that will contribute to the development by leveraging funding partner resources. The HRA will provide a land write down to the developer and will sell the property for $1. The current appraised land value for 1131 Lilac Drive North is $340,000. The estimated market value of the twinhome is $720,000. A land appraisal and Phase I Environmental Site Assessment (ESA) were completed for the site as part of the initial site due diligence and a requirement of additional funding sources. HOPE Grant Funding In 2024 the City Council approved an application and received funding from the Metropolitan Council for an additional Local Housing Incentives Account Affordable Homeownership Pilot Funds in the amount of $948,000 for the construction of twinhomes (total of six owner-occupied units) at 1131 and 1611 Lilac Drive North by Magnolia Homes LLC., and Greater Metropolitan Housing Corporation (GMHC) under HOPE. For the site at 1131 Lilac Drive North, the funding amount under this grant is $316,000. Additionally, in 2023, the HRA applied for and received funding from Minnesota Housing for Impact Funds to build owner-occupied affordable housing. Funding from Minnesota Housing was received for three areas of housing development which includes single-family homes, twinhomes, and rowhomes. The total funding awarded to the HRA is $3.5 million for the three distinct areas of housing development. The Minnesota Housing Impact Funds are for value gap subsidy (the difference between the total development cost of a project and the fair market sales price of the property). For the site at 1131 Lilac Drive North the funding from Minnesota Housing Impact Funds is for the construction of one twinhome (two owner-occupied units) with a value gap subsidy of $49,000 per unit (total up to $98,000). 8 The subrecipient grant agreements with Magnolia Homes LLC., ensures that they follow all the grant requirements of the Metropolitan Council and Minnesota Housing related to the funding they will receive for the development of an owner-occupied affordable (60-80% area median income) twinhome. Financial or Budget Considerations The City and the HRA have accepted the grant agreements with the Metropolitan Council for Local Housing Incentives Account Affordable Homeownership Pilot Funds and the Minnesota Housing Impact Funds. Legal Considerations The resolution authorizes the City Attorney to prepare all documents required to effectuate the transfer and authorizes the Mayor and City Manager to execute all required documents on behalf of the City. The sub-recipient grant agreements were drafted and 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. HOPE recognizes that systemic racism and discrimination based on socioeconomic status occurs in housing today — Black, Indigenous, and other communities of color, as well as low to moderate income households continue to face discrimination and lack of access to affordable housing and home ownership. Cities must also be more inclusive of diverse populations by creating opportunities and resources for housing that are accessible at all affordability levels. Given existing racial and socioeconomic disparities in housing, providing both affordable rental and homeownership opportunity is not only vital to providing all individuals and families with housing choice, but also with access to stable housing that impacts their health, education, employment, and ability to build wealth. Recommended Action Motion to Adopt HRA Resolution No. 25-04 Authorizing the Transfer of Property at 1131 Lilac Drive North. Motion to Approve Sub-Recipient Grant Agreements with Magnolia Homes LLC for the HOPE Property at 1131 Lilac Drive North. Supporting Documents HRA Resolution No. 25-04 - Authorizing Transfer HOPE Property at 1131 Lilac Drive North from the HRA to Magnolia Homes LLC LHIA Subrecipient Grant Agreement (1131 Lilac) MHFA Subrecipient Grant Agreement (1131 Lilac) 9 HRA RESOLUTION NO. 25-04 RESOLUTION AUTHORIZING SALE OF REAL PROPERTY LOCATED AT 1131 LILAC DRIVE NORTH TO MAGNOLIA HOMES, LLC, IN ACCORDANCE WITH A CONTRACT FOR DEVELOPMENT WHEREAS, the Housing and Redevelopment Authority in and for the City of Golden Valley (the “HRA”) has been established by the City of Golden Valley (the “City”) to promote development and redevelopment within the community; and WHEREAS, the HRA desires to develop certain real property pursuant to and in furtherance of the Home Ownership Program for Equity adopted by the HRA, said real property being described as follows: Address: 1131 Lilac Drive North ; Legal: as described in Exhibit A, attached hereto; and WHEREAS, the HRA is authorized to sell real property within its area of opera tion after a public hearing; and WHEREAS, a developer, Magnolia Homes, LLC, has been identified as the purchaser of the described property and in accordance with a Contract for Development; and WHEREAS, a public hearing has been held after proper public notice. NOW, THEREFORE, BE IT RESOLVED, by the Housing and Redevelopment Authority in and for the City of Golden Valley that: 1. A public hearing has been held for 1131 Lilac Drive North and it is authorized to be sold for $1 to Magnolia Homes, LLC in accordance with a Contract for Development with the HRA. 2. The Chairperson and Director are authorized to execute a Contract for Development and other agreements as required to effectuate the sale to Magnolia Homes, LLC. Adopted by the Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota this 7th day of October 2025. ____________________________ Maurice Harris, HRA Chair ATTEST: ______________________________ Noah Schuchman, Executive Director 10 EXHIBIT A LEGAL DESCRIPTION That part of Tract A described below: Tract A. Lot 2, Block 2, Hipp's Addition, according to the plat thereof on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; the title thereto being registered; which lies westerly of Line 1 described below: Line 1. Commencing at the northwest corner of Section 19, Township 29 North, Range 24 West, as shown on Minnesota Department of Transportation Right of Way Plat No. 27-104 as the same is on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; thence westerly on an azimuth of 269 degrees 45 minutes 11 seconds along the boundary of said plat for 79.92 feet to the point of beginning of Line 1 to be described; thence on an azimuth of 180 degrees 16 minutes 03 seconds for 588.69 feet and there terminating. Being Registered land as is evidenced by Certificate of Title No. 1440922. 11 SUB-GRANT AGREEMENT (Metropolitan Council Livable Communities Act Grant – Local Housing Incentives Account – Affordable Homeownership Grant Program) THIS SUB-GRANT AGREEMENT (the “Agreement”) is made as of this 7th day of October, 2025 (the “Effective Date”), between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, MINNESOTA, a public body corporate and politic of the State of Minnesota (the “Grantee”), and MAGNOLIA HOMES, LLC, a Minnesota limited liability company (the “Sub- Grantee”). WHEREAS, the Grantee and the Metropolitan Council entered into the Metropolitan Livable Communities Act Grant Agreement (the “Grant Agreement”), effective as of January 10, 2024, a copy of which is attached hereto as EXHIBIT A and is incorporated herein and made part of this Agreement; and WHEREAS, the Grant Agreement provides that Metropolitan Council is to grant to the Grantee a sum not to exceed $316,000, which shall be used to reimburse the Sub-Grantee for the development of a new homeownership housing development to be sold to households with incomes of no more than eighty percent (80%) of the area median income (the “Project”) on the property legally described in EXHIBIT B attached hereto (the “Property”); and WHEREAS, the Grantee and the Sub-Grantee have agreed for the Sub-Grantee to assume certain duties and responsibilities of the Grantee under the Grant Agreement in consideration of receiving funds provided for in the Grant Agreement and subject to the terms, conditions, and limitations set forth therein. NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein, the parties hereto covenant and agree as follows: 1. Grant Funds. The Grantee will distribute funds received under the Grant Agreement upon the continuing compliance by the Sub-Grantee with its obligations hereunder. The Sub-Grantee shall use the grant proceeds which are being provided by the Grantee under this Agreement solely for the Project, as further specified within the Livable Communities Project Summary (attached to the Grant Agreement). The grant proceeds shall not be used for any ineligible uses as described in the Grant Agreement. The Sub- Grantee understands and agrees that any reduction or termination of Local Housing Incentives Account funds made available to Metropolitan Council from the Local Housing Incentives Account of the Metropolitan Livable Communities Fund may result in a like reduction in the amount of the grant proceeds that will be made available to the Sub-Grantee pursuant to this Agreement. Pursuant to Section 2.08 of the Grant Agreement, the parties agree that none of the grant funds may be made available to any subgrantee or subrecipient without the prior written consent of Metropolitan Council. 2. Grantee’s Obligations. The Grantee will be responsible for reimbursing the Sub-Grantee for costs associated with the Project (the “Activities”) up to a total amount of $316,000, which will be funded from the grant proceeds received from Metropolitan Council. The Grantee will disburse funds to the Sub-Grantee pursuant to this Agreement and the Grant Agreement, based upon reimbursement requests submitted by the Sub-Grantee and reviewed and approved by the Grantee and Metropolitan Council. Reimbursement requests must be accompanied by all information and documentation needed by the Grantee pursuant to Section 2.12 of the Grant Agreement to submit a payment request form to Metropolitan Council. In order to ensure that all funds are drawn prior to the expiration of the grant, all payment requests must be received by the Grantee at least 60 days prior to the grant-term expiration date of December 31, 2028 unless extended by the Grantee in writing, otherwise any unrequested funds will be lost. The Grantee shall have 12 2 no obligation to disburse any of these funds if, at the time of disbursement, the Sub-Grantee is in default under any of the terms of this Agreement. 3. Sub-Grantee’s Obligations. The Sub-Grantee shall perform and satisfy certain obligations of the Grantee under the Grant Agreement. Specifically, but without limiting the foregoing, the Sub-Grantee must perform all the following with respect to the Activities and in satisfaction of the Grant Agreement obligations: a. The Sub-Grantee will be responsible for performing all of the activities on the Property set forth in the Livable Communities Project Summary that is attached to the Grant Agreement (the “Activities”). All Activities provided by the Sub-Grantee under this Agreement must be performed to the reasonable satisfaction of the Grantee and Metropolitan Council and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Sub-Grantee will not receive payment for Activities found by the Grantee or Metropolitan Council to be reasonably unsatisfactory or performed in violation of federal, state, or local law. b. The Sub-Grantee will comply with all requirements and conditions of the Grant Agreement applicable to the Activities that, by their nature, must be performed by Sub-Grantee rather than Grantee and that are conditions of award of funds under the Grant Agreement. c. The Sub-Grantee must take all other actions as are needed to ensure compliance with the Grant Agreement and provide such information and assistance to the Grantee as may reasonably be needed to ensure the Grantee can comply with the requirements of the Grant Agreement that, by their nature, must be performed by the Grantee rather than the Sub- Grantee. d. In order to permit the Grantee and Metropolitan Council to monitor compliance with this Agreement, the Sub-Grantee shall permit any person that the Grantee or Metropolitan Council designates, at the expense of the Grantee or Metropolitan Council, to visit and inspect the Property, corporate books and financial records and documents of the Sub- Grantee as relevant to receipt and expenditure of the grant funds or this Agreement and to discuss its affairs, finances, and accounts (as they relate to receipt and expenditure of the grant funds or this Agreement) with the principal officers of Sub-Grantee, all at such reasonable times and as often as the Grantee or Metropolitan Council may reasonably request during the term of this Agreement and for a period of six (6) years after the termination of this Agreement. e. The Sub-Grantee will not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability, sexual orientation or age and will take affirmative action to insure applicants and employees are treated equally with respect to all aspects of employment, rates of pay and other forms of compensation, and selection for training. f. If the Sub-Grantee earns any interest or other income from the grant funds received from the Grantee under this Agreement, the Sub-Grantee must use the interest earnings or income only for the purposes of implementing the Activities. 13 3 g. Pursuant to Section 3.01 of the Grant Agreement, because the Project includes affordable housing units, the Grantee is required to ensure that said housing units will remain “affordable,” as that term is defined in the Grant Agreement, for a minimum period of fifteen (15) years. Said obligation may be satisfied if other Project funding sources require an affordability term of at least fifteen (15) years. If at any point it is determined that the Sub-Grantee is not participating in said program or in another state or federal program that will ensure such affordability for the period required via formal instrument, or if there is any other reason to believe that there are no instruments in place to ensure the same, as required in the Grant Agreement, the Sub-Grantee agrees that it will execute any instruments to ensure such affordability, in a form that meets the Grantee’s satisfaction. A failure to adhere to this subsection may result, at Grantee’s request, in the Sub-Grantee being required to pay back grant funds received pursuant to this Agreement. h. Pursuant to Section 3.02 of the Grant Agreement, the Sub-Grantee agrees and acknowledges that it, as the Project owner, must adopt and implement an affirmative fair housing marketing plan for all housing units within the Project. To that end, the Sub- Grantee agrees that before it will be eligible for any grant funds under the terms of this Agreement, it shall adopt and implement such a plan, which shall substantially conform to affirmative fair housing marketing plans published by the U.S. Department of Housing and Urban Development (“HUD”) or sample affirmative fair housing marketing plans published by the Minnesota Housing Finance Agency. Such plan shall be made available to Grantee upon its request. A failure to adhere to this subsection may result, at the Grantee’s request, in the Sub-Grantee being required to pay back grant funds received pursuant to this Agreement. 4. Ownership and Condition of the Property. The Sub-Grantee makes the following representations: a. It is the owner of the Property in fee simple. b. To the best of the Sub-Grantee’s knowledge, the Property does not violate any applicable federal, state, or local law, ordinance, or regulation. c. There are no actions, suits, or proceedings pending, at law or in equity, or to the knowledge of the Sub-Grantee threatened, against or affecting it or the Property, and the Sub-Grantee is not in default with respect to any order, writ, injunction, decree, or demand of any court or any governmental authority. d. The consummation of this transaction and performance of the Sub-Grantee’s obligations under this Agreement will not result in any breach of, or constitute a default under any mortgage, deed of trust, lease, bank loan, or credit agreement, partnership agreement, or other instrument which affects the Sub-Grantee, or to which the Sub-Grantee is a party. e. It has not used the Property in connection with the generation, disposal, storage, treatment, or transportation of hazardous substances and that the Property will not be so used during the term of this Agreement by the Sub-Grantee, its agents, tenants, or assigns, except in compliance with a Minnesota Pollution Control Agency (“MPCA”) approved Development Response Action Plan. 14 4 f. It has obtained or caused its contractors and/or affiliates to obtain, all the insurance described in Section 5 hereof and such policies of insurance are in full force and effect as of the date of this Agreement. g. The individual(s) signing this Agreement on behalf of the Sub-Grantee are duly authorized to execute this Agreement on the Sub-Grantee’s behalf. 5. Affirmative Covenants. The Sub-Grantee hereby covenants and agrees that it shall: a. Insurance. i. Purchase and maintain such insurance, or cause its contractors and/or affiliates to purchase and maintain such insurance, as will protect it from claims which may arise out of, or result from, the Activities completed under this Agreement, whether such operations be by the Sub-Grantee or by any subcontractor, or by anyone directly employed by them, or by anyone for whose acts any one of them may be liable. ii. For the term of this Agreement and in connection with the Activities completed pursuant to this Agreement, secure the following coverages and comply with all provisions noted, or cause its contractors and/or affiliates to secure, the following coverages and comply with all provisions noted. Upon written request by Grantee, during the term of this Agreement, the Sub-Grantee will provide certificates of insurance evidencing current coverages. Commercial General Liability Insurance: $1,500,000 per occurrence $2,000,000 general aggregate $2,000,000 products/completed operations total limit $1,000,000 personal injury and advertising injury This policy shall be written on an occurrence basis using ISO form CG 00 01 or its equivalent. The Sub-Grantee represents that there is no per claim limit under the Sub-Grantee’s occurrence-based policy. Coverage shall include contractual liability and XCU. Notwithstanding the foregoing, the Sub-Grantee will obtain, or cause its contractor and/or affiliates to obtain completed operations coverage for three (3) years after substantial completion of the Activities. Upon written request by the Grantee, the Sub-Grantee is required to add, or to cause its contractors and/or affiliates to add, the Grantee and any specified officials, employees, volunteers, and agents as Additional Insureds to the Commercial General Liability and Umbrella policies fulfilling the requirements of this Agreement with respect to liabilities caused in whole or in part by the Sub-Grantee’s acts or omissions, or the acts or omissions of those acting on the Sub-Grantee’s behalf in the performance of the ongoing operations, services, and completed operations of the Sub-Grantee under this Agreement. The coverage provides shall be primary and non-contributory. 15 5 Workers’ Compensation and Employers’ Liability: Workers’ Compensation as required by Minnesota statutes. Employers’ Liability Limits: $500,000/$500,000/$500,000 Professional Liability/Errors and Omissions Coverage (if applicable): Per Claim Limit: $500,000 Per Occurrence Limit: $1,500,000 Aggregate Limit: $2,000,000 This policy is to be written as acceptable to the Grantee. Certificates of Insurance must indicate if the policy is issued on a claims-made or occurrence basis. If coverage is carried on a claims-made basis, then (1) the retroactive date shall be noted on the certificate and shall be prior to or the day of the inception of this Agreement; and (2) evidence of coverage shall be provided for three (3) years beyond expiration of this Agreement. iii. The Sub-Grantee shall provide the Grantee with prior notice of any lapse in the insurance required under this Agreement including cancellation, and/or non- renewal or material change in coverage. iv. The above sub-paragraphs establish minimum insurance requirements, and it is the sole responsibility of the Sub-Grantee to purchase and maintain, or cause its contractors and/or affiliates to purchase and maintain, additional coverages as the Sub-Grantee may deem necessary in connection with this Agreement. v. The Certificate of Insurance must demonstrate that the policy is issued pursuant to these requirements. Copies of insurance policies shall be submitted to the Grantee upon written request. vi. Certificates shall specifically indicate if the policy is written with an admitted or non-admitted carrier. Best’s Rating for the insurer shall be noted on the certificate and shall not be less than an A-. b. To the fullest extent permitted by law, the Sub-Grantee shall defend, indemnify, and hold harmless the Grantee and Metropolitan Council and their officials, employees, and agents from and against all claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the conduct or implementation of the Activities funded by this Agreement, except to the extent the claims, damages, losses, and expenses arise from the own negligence of the Grantee or Metropolitan Council. Claims included in this indemnification include without limitation any claims asserted pursuant to the Minnesota Environmental Response and Liability Act (MERLA), Minnesota Statutes, Chapter 115B (CERCLA), as amended, United States Code Title 42, Section 9601 et seq., and the federal Resource Conservation and Recovery Act of 1976 (RCRA) as amended, United States Code Title 42, Sections 6901 et seq. This obligation shall not be construed 16 6 to negate, abridge, or otherwise reduce any other right or obligation of indemnity which otherwise would survive the expiration or termination of this Agreement. This indemnification shall not be construed as a waiver on the part of either the Grantee or Metropolitan Council of any immunities or limits on liability provided by Minnesota Statutes Chapter 466 or other applicable state or federal law. c. Promptly pay and discharge all taxes, assessments, and other governmental charges imposed upon it or upon its income and profits or upon the Property, and any and all claims for labor, material or supplies or rental charges or charges of any other kind which, if unpaid, might by law become a lien or charge upon the Property, provided, however, that the Sub-Grantee shall not be required to pay any such tax, assessment, charge or claim, if the Sub-Grantee is contesting the validity of such matters, in good faith, through appropriate proceedings, and the Sub-Grantee sets aside on its books adequate reserves for the payment of such claims. d. Maintain the Property in good repair, working order, and condition and from time to time, make or cause to be made all necessary renewals, replacements, and repairs so that at all times the Sub-Grantee’s business can be conducted efficiently. e. Establish and maintain accurate and complete accounts and records relating to the receipt and expenditure of all grant funds received from the Grantee. Notwithstanding the expiration and termination provisions of this Agreement, such accounts and records shall be kept and maintained by the Sub-Grantee for a period of six (6) years following the completion of the Activities for six (6) years following the expenditure of the grant funds, whichever occurs earlier. Accounting methods shall be in accordance with generally accepted accounting principles. f. The accounts and records of the Sub-Grantee shall be audited in the same manner as all other accounts and records of the Sub-Grantee are audited and may be audited or inspected on the Sub-Grantee’s premises or otherwise by individuals or organizations designated and authorized by the Grantee or Metropolitan Council at any time, following reasonable notification to the Sub-Grantee, for a period of six (6) years following the completion of the Activities or six (6) years following the expenditure of the grant funds, whichever occurs earlier. Pursuant to Minnesota Statutes, Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices of the Sub-Grantee that are relevant to this Agreement are subject to examination by the Grantee and Metropolitan Council and either the Legislative Auditor or the State Auditor, as appropriate, for a minimum of six (6) years. g. The Sub-Grantee shall include in any contract or subcontract for the Activities appropriate provisions to ensure contractor or subcontractor compliance with all applicable state and federal laws and this Agreement, including, but not limited to, federal and state laws relating to stormwater discharges (i.e., Code of Federal Regulations, Title 40, parts 122 and 123 and Metropolitan Council’s 2040 Water Resources Policy Plan and the local water management plan). Along with such provisions, the Sub-Grantee shall require that contractors and subcontractors performing activities covered by this grant obtain all required permits, licenses, and certifications, and comply with all applicable state and federal Occupational Safety and Health Act regulations. 17 7 h. Construct the Project to meet all applicable local codes, rehabilitation standards, ordinances, and zoning regulations. The Grantee and Metropolitan Council assume no responsibility for obtaining any applicable local, state, or federal licenses, permits, bonds, authorizations, or approvals necessary to perform or complete the Activities. The Sub- Grantee and its contractors, if any, must comply with all applicable licensing, permitting, bonding, authorization, and approval requirements of federal, state, and local governmental and regulatory agencies, including conservation districts. i. Acknowledge the financial assistance provided by Metropolitan Council in promotional materials, press releases, reports and publications relating to the Activities which are funded in whole or in part with the grant funds. The acknowledgment must contain the following or comparable language: “Financing for this project was provided by the Metropolitan Council Metropolitan Livable Communities Fund.” Until the Activities are completed, the Sub-Grantee must ensure the above acknowledgment language, or alternative language approved by the authorized agent of Metropolitan Council, is included on all signs (if any) located on the Property or construction sites. The acknowledgments and signage should refer to “Metropolitan Council” (not “Met Council” or “Metro Council”). j. Provide the Grantee with all information that is needed by the Grantee to submit the required written progress reports and annual written reports required by Section 4.03 of the Grant Agreement. 6. Negative Covenants. The Sub-Grantee covenants and agrees that for the term of this Agreement, it will not: a. Merge or consolidate with or into any other entity. b. Default upon any contract or fail to pay any contract or fail to pay any of its debts or obligations as the same mature, subject to the applicable cure periods set forth in such a contract. c. Generate, dispose of, use, store, treat, or transport hazardous waste substances on, in, over or across the Property or allow the Sub-Grantee’s tenants to do so; provided, however, that Sub-Grantee may treat or remediate hazardous substances pursuant to an MPCA-approved Development Response Action Plan and the Sub-Grantee and its tenants may use, store, and transport hazardous substances on, over or across the Property as is reasonably necessary to the use of the Property as residential, commercial, or office property provided such use, storage, and transportation complies at all times with all applicable federal, state, and local statutes, codes, regulations, and ordinances. 7. Miscellaneous. a. All representations and warranties contained herein or made in writing by or on behalf of the Sub-Grantee in connection with the transactions contemplated hereby shall be made as 18 8 of the Effective Date but survive the execution and delivery of this Agreement and the advances hereunder. All statements contained in any certificate or other instrument delivered by or on behalf of the Sub-Grantee pursuant thereto or in connection with the transactions contemplated hereby shall constitute representations and warranties by the Sub-Grantee. b. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. c. No amendment, change, waiver, or modification of this Agreement shall be valid unless it is in a written document which Sub-Grantee, and the Grantee sign, and the Grantee’s waiver of any breach or default of any of the Sub-Grantee’s obligations, agreements, or covenants under this Agreement shall not be deemed to be a waiver of any subsequent breach of this Agreement, or any other obligation, agreement, or covenant. The Grantee’s forbearance in pursuing or enforcing a remedy for the Sub-Grantee’s breach of any of the obligations set forth in this Agreement shall not be deemed a waiver of the Grantee’s rights and remedies with respect to such breach. d. This Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be an original, but all of which shall constitute one (1) agreement. e. This Agreement supersedes and has merged into all prior oral agreements between the Grantee and the Sub-Grantee regarding the Activities. f. Any notices required or contemplated hereunder shall be effective upon the placing thereof in the United States Mail, certified mail, return receipt requested, postage prepaid, and addressed as follows: To the Grantee: Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota 7800 Golden Valley Road Golden Valley, MN 55427 Attn: Director To the Sub-Grantee: Magnolia Homes, LLC 8868 Flesher Circle Eden Prairie, MN 55347-9120 g. This Agreement shall be interpreted and construed according to the laws of the State of Minnesota. All litigation regarding this Agreement shall be venued in the appropriate state or federal district court in Hennepin County, Minnesota. h. Neither party may assign or transfer its rights and obligations under this Agreement without the prior consent of the other party, provided that such party’s assignee or transferee assumes all obligations under this Agreement and the other party consents to the assignment in writing. Said agreement to assignment shall not unreasonably be withheld by the consenting party. 19 9 8. Relationship. It is agreed that nothing contained in this Agreement is intended or should be construed as creating the relationship of agents, partners, joint venturers, or associates between the parties hereto or as constituting the Sub-Grantee as the employee of the Grantee for any purpose or in any manner whatsoever. The Sub-Grantee is an independent contractor and neither it, nor its employees, agents, or representatives are employees of the Grantee. 9. MGDPA. All data collected, created, received, maintained or disseminated for any purpose in the course of the Sub-Grantee’s performance of this Agreement is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, and any other applicable state statutes, any state rules adopted to implement the Act and statutes, as well as federal statutes and regulations on data privacy. 10. Copyrights. The Sub-Grantee certifies that it (a) is the owner of any renderings, images, perspectives, sections, diagrams, photographs or other copyrightable materials (collectively “copyrightable materials”) that are in the grant application or submitted to the Grantee as part of the grant application process or that the Sub-Grantee is fully authorized to grant permissions regarding the copyrightable materials; and (b) the copyrightable materials do not infringe upon the copyrights of others. The Sub- Grantee agrees that the Grantee and Metropolitan Council have a non-exclusive royalty-free license and all necessary permissions to reproduce and publish the copyrightable materials for noncommercial purposes, including but not limited to press releases, presentations, reports and on the Internet. The Sub-Grantee also agrees that it will not hold the Grantee or Metropolitan Council responsible for the unauthorized use of the copyrightable materials by third parties. 11. Restrictions on Loans or Grants by Sub-Grantee. The Sub-Grantee shall not use the grant proceeds for loans or grants to any subrecipient at any tier unless the Sub-Grantee obtains the prior written consent of Metropolitan Council. 12. Business Subsidy Law. The Sub-Grantee must comply, if appropriate and applicable, with any “business subsidy” requirements of Minnesota Statutes, Sections 116J.993 to 116J.995, that apply to the Sub-Grantee’s expenditures or uses of the grant funds. The grant will be used for the creation of affordable housing and subsidies for affordable housing are exempt from the Business Subsidy Law. 13. Expiration and Termination. This Agreement shall automatically expire upon the expiration or termination of the Grant Agreement, or upon the satisfactory completion of all obligations hereunder, whichever occurs first (the “Expiration Date”), except that the obligations contained in Section 3(g) and (h) hereof shall survive any such expiration. This Agreement may be terminated by the Grantee for cause at any time upon fourteen (14) calendar days’ written notice to the Sub-Grantee. “For cause” shall mean a material breach of this Agreement and any amendments to this Agreement. If this Agreement is terminated prior to the Expiration Date, the Sub-Grantee shall receive payment on a pro rata basis for eligible Activities that have been completed prior to the termination. Termination of this Agreement does not alter the authority of the Grantee or Metropolitan Council to recover grant funds on the basis of a later audit or other review, and does not alter the Sub-Grantee’s obligation to return any grant funds due to the Grantee or Metropolitan Council as a result of later audits or corrections. If the Grantee or Metropolitan Council determines that the Sub-Grantee has failed to comply with the terms and conditions of this Agreement, the Grant Agreement, or the applicable provisions of Metropolitan Livable Communities Act, the Grantee may take any action to protect the interests of the Grantee or Metropolitan Council and may refuse to disburse additional grant funds and may require the Sub-Grantee to return all or part of the grant funds already disbursed. 20 10 14. Effect of Grant. Issuance of this grant neither implies any Grantee or Metropolitan Council responsibility for the condition of the Property nor imposes any obligation on the Grantee or Metropolitan Council to participate in any activities on the Property. By awarding grant funds to the Sub-Grantee for the Activities and executing this Agreement, the Grantee and Metropolitan Council assume no responsibility for (a) any damage to persons, property, or the environment caused by implementation of the Activities; or (b) determining whether intended uses of the Property identified in the grant application or potential future uses of the Property, including any residential uses, are suitable for the Property. 21 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands to this Sub-Grant Agreement as of the date and year first written above. HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, MINNESOTA By Maurice Harris, Chair By Noah Schuchman, Executive Director 22 Execution page of the Sub-Grantee to the Sub-Grant Agreement, dated the date and year first written above. MAGNOLIA HOMES, LLC By J. Alex Frank, Managing Member 23 EXHIBIT A AGREEMENT 24 25 26 27 28 29 30 31 32 33 34 35 36 37 EXHIBIT B LEGAL DESCRIPTION OF THE PROPERTY That part of Tract A described below: Tract A. Lot 2, Block 2, Hipp's Addition, according to the plat thereof on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; the title thereto being registered; which lies westerly of Line 1 described below: Line 1. Commencing at the northwest corner of Section 19, Township 29 North, Range 24 West, as shown on Minnesota Department of Transportation Right of Way Plat No. 27-104 as the same is on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; thence westerly on an azimuth of 269 degrees 45 minutes 11 seconds along the boundary of said plat for 79.92 feet to the point of beginning of Line 1 to be described; thence on an azimuth of 180 degrees 16 minutes 03 seconds for 588.69 feet and there terminating. Being Registered land as is evidenced by Certificate of Title No. 1440922. 38 SUB-GRANT AGREEMENT (Community Homeownership Impact Fund—Single Family) Impact Fund Award ID: 12-2023-30 THIS SUB-GRANT AGREEMENT (the “Agreement”) is made as of this 7th day of October, 2025 (the “Effective Date”), between the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, MINNESOTA, a public body corporate and politic of the State of Minnesota (the “Grantee”), and MAGNOLIA HOMES, LLC, a Minnesota limited liability company (the “Sub-Grantee”). WHEREAS, the Grantee and the Minnesota Housing Finance Agency (“MHFA”) entered into the Community Homeownership Impact Fund Grant Contract Agreement, effective as of May 1, 2024, expiring April 30, 2027, the “Grant Agreement”), a copy of which is attached hereto as EXHIBIT A and is incorporated herein and made part of this Agreement; and WHEREAS, the Grant Agreement provides that MHFA is to grant to the Grantee a sum not to exceed $196,000, to assist in the acquisition, construction, and/or rehabilitation of owner-occupied duplex properties through Grantee’s Home Ownership Program for Equity (the “Program”); and WHEREAS, Grantee has agreed to grant Sub-Grantee a sum not to exceed $98,000, which shall be used to reimburse the Sub-Grantee for the development of a new homeownership housing unit to be sold to households with incomes of no more than eighty percent (80%) of the area median income (the “Project”) on the property legally described in EXHIBIT B attached hereto (the “Property”); and WHEREAS, the Grantee and the Sub-Grantee have agreed for the Sub-Grantee to assume certain duties and responsibilities of the Grantee under the Grant Agreement in consideration of receiving funds provided for in the Grant Agreement and subject to the terms, conditions, and limitations set forth therein. NOW, THEREFORE, in consideration of the premises and the mutual promises set forth herein, the parties hereto covenant and agree as follows: 1. Grant Funds. The Grantee will distribute funds received under the Grant Agreement upon the continuing compliance by the Sub-Grantee with its obligations hereunder. The Sub-Grantee shall use the grant proceeds which are being provided by the Grantee under this Agreement solely for the Project, as further specified within Section 2 of the Grant Agreement (Project Summary). The grant proceeds shall not be used for any ineligible uses as described in the Grant Agreement. The Sub-Grantee understands and agrees that any reduction or termination of Community Homeownership Impact Fund Program funds made available to MHFA from the Minnesota Legislature may result in a like reduction in the amount of the grant proceeds that will be made available to the Sub-Grantee pursuant to this Agreement. Pursuant to paragraph 8 of the Grant Agreement, the parties agree that none of the grant funds may be made available to any subgrantee or subrecipient without the prior written consent of MHFA. 2. Grantee’s Obligations. The Grantee will be responsible for reimbursing the Sub-Grantee for the costs of the Project (the “Activities”) up to a total amount of $98,000, which will be funded from the grant proceeds received from MHFA. The Grantee will disburse funds to the Sub-Grantee pursuant to this Agreement and the Grant Agreement, based upon reimbursement requests submitted by the Sub- Grantee and reviewed and approved by the Grantee and MHFA. Reimbursement requests must be accompanied by all information and documentation needed by the Grantee pursuant to paragraph 4.2 of the Grant Agreement to submit a payment request form to MHFA. In order to ensure that all funds are drawn prior to the expiration of the grant, all payment requests must be received by the Grantee at least 60 days prior to the grant-term expiration date of April 30, 2027 unless extended by the Grantee in writing, otherwise 39 any unrequested funds will be lost. The Grantee shall have no obligation to disburse any of these funds if, at the time of disbursement, the Sub-Grantee is in default under any of the terms of this Agreement. 3. Sub-Grantee’s Obligations. The Sub-Grantee shall perform and satisfy certain obligations of the Grantee under the Grant Agreement. Specifically, but without limiting the foregoing, the Sub-Grantee must perform all the following with respect to the Activities and in satisfaction of the Grant Agreement obligations: a. The Sub-Grantee will be responsible for performing all of the activities on the Property set forth in the Project Summary described in Section 2 of the Grant Agreement. All Activities provided by the Sub-Grantee under this Agreement must be performed to the reasonable satisfaction of the Grantee and MHFA and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Sub-Grantee will not receive payment for Activities found by the Grantee or MHFA to be reasonably unsatisfactory or performed in violation of federal, state, or local law. b. The Sub-Grantee will comply with all requirements and conditions of the Grant Agreement applicable to the Activities that, by their nature, must be performed by Sub-Grantee rather than Grantee and that are conditions of award of funds under the Grant Agreement. c. The Sub-Grantee must take all other actions as are needed to ensure compliance with the Grant Agreement and provide such information and assistance to the Grantee as may reasonably be needed to ensure the Grantee can comply with the requirements of the Grant Agreement that, by their nature, must be performed by the Grantee rather than the Sub- Grantee. d. In order to permit the Grantee and MHFA to monitor compliance with this Agreement, the Sub-Grantee shall permit any person that the Grantee or MHFA designates, at the expense of the Grantee or MHFA, to visit and inspect the Property, corporate books and financial records and documents of the Sub-Grantee as relevant to receipt and expenditure of the grant funds or this Agreement and to discuss its affairs, finances, and accounts (as they relate to receipt and expenditure of the grant funds or this Agreement) with the principal officers of Sub-Grantee, all at such reasonable times and as often as the Grantee or MHFA may reasonably request during the term of this Agreement and for a period of six (6) years after the termination of this Agreement. e. The Sub-Grantee will not discriminate against any employee or applicant for employment because of race, color, creed, religion, national origin, sex, marital status, status with regard to public assistance, membership or activity in a local civil rights commission, disability, sexual orientation or age and will take affirmative action to insure applicants and employees are treated equally with respect to all aspects of employment, rates of pay and other forms of compensation, and selection for training. f. If the Sub-Grantee earns any interest or other income from the grant funds received from the Grantee under this Agreement, the Sub-Grantee must use the interest earnings or income only for the purposes of implementing the Activities. 40 4. Ownership and Condition of the Property. The Sub-Grantee makes the following representations: a. It is the owner of the Property in fee simple. b. To the best of the Sub-Grantee’s knowledge, the Property does not violate any applicable federal, state, or local law, ordinance, or regulation. c. There are no actions, suits, or proceedings pending, at law or in equity, or to the knowledge of the Sub-Grantee threatened, against or affecting it or the Property, and the Sub-Grantee is not in default with respect to any order, writ, injunction, decree, or demand of any court or any governmental authority. d. The consummation of this transaction and performance of the Sub-Grantee’s obligations under this Agreement will not result in any breach of, or constitute a default under any mortgage, deed of trust, lease, bank loan, or credit agreement, partnership agreement, or other instrument which affects the Sub-Grantee, or to which the Sub-Grantee is a party. e. It has not used the Property in connection with the generation, disposal, storage, treatment, or transportation of hazardous substances and that the Property will not be so used during the term of this Agreement by the Sub-Grantee, its agents, tenants, or assigns, except in compliance with a Minnesota Pollution Control Agency (“MPCA”) approved Development Response Action Plan. f. It has obtained or caused its contractors and/or affiliates to obtain, all the insurance described in Section 5 hereof and such policies of insurance are in full force and effect as of the date of this Agreement. g. The individual(s) signing this Agreement on behalf of the Sub-Grantee are duly authorized to execute this Agreement on the Sub-Grantee’s behalf. 5. Affirmative Covenants. The Sub-Grantee hereby covenants and agrees that it shall: a. Insurance. i. Purchase and maintain such insurance, or cause its contractors and/or affiliates to purchase and maintain such insurance, as will protect it from claims which may arise out of, or result from, the Activities completed under this Agreement, whether such operations be by the Sub-Grantee or by any subcontractor, or by anyone directly employed by them, or by anyone for whose acts any one of them may be liable. ii. For the term of this Agreement and in connection with the Activities completed pursuant to this Agreement, secure the following coverages and comply with all provisions noted, or cause its contractors and/or affiliates to secure, the following coverages and comply with all provisions noted. Upon written request by Grantee, during the term of this Agreement, the Sub-Grantee will provide certificates of insurance evidencing current coverages. Commercial General Liability Insurance: 41 $1,500,000 per occurrence $2,000,000 general aggregate $2,000,000 products/completed operations total limit $1,000,000 personal injury and advertising injury This policy shall be written on an occurrence basis using ISO form CG 00 01 or its equivalent. The Sub-Grantee represents that there is no per claim limit under the Sub-Grantee’s occurrence-based policy. Coverage shall include contractual liability and XCU. Notwithstanding the foregoing, the Sub-Grantee will obtain, or cause its contractor and/or affiliates to obtain completed operations coverage for three (3) years after substantial completion of the Activities. Upon written request by the Grantee, the Sub- Grantee is required to add, or to cause its contractors and/or affiliates to add, the Grantee and any specified officials, employees, volunteers, and agents as Additional Insureds to the Commercial General Liability and Umbrella policies fulfilling the requirements of this Agreement with respect to liabilities caused in whole or in part by the Sub-Grantee’s acts or omissions, or the acts or omissions of those acting on the Sub-Grantee’s behalf in the performance of the ongoing operations, services, and completed operations of the Sub-Grantee under this Agreement. The coverage provides shall be primary and non-contributory. Workers’ Compensation and Employers’ Liability: Workers’ Compensation as required by Minnesota statutes. Employers’ Liability Limits: $500,000/$500,000/$500,000 Professional Liability/Errors and Omissions Coverage (if applicable): Per Claim Limit: $500,000 Per Occurrence Limit: $1,500,000 Aggregate Limit: $2,000,000 This policy is to be written as acceptable to the Grantee. Certificates of Insurance must indicate if the policy is issued on a claims-made or occurrence basis. If coverage is carried on a claims-made basis, then (1) the retroactive date shall be noted on the certificate and shall be prior to or the day of the inception of this Agreement; and (2) evidence of coverage shall be provided for three (3) years beyond expiration of this Agreement. iii. The Sub-Grantee shall provide the Grantee with prior notice of any lapse in the insurance required under this Agreement including cancellation, and/or non- renewal or material change in coverage. iv. The above sub-paragraphs establish minimum insurance requirements, and it is the sole responsibility of the Sub-Grantee to purchase and maintain, or cause its contractors and/or affiliates to purchase and maintain, additional coverages as the Sub-Grantee may deem necessary in connection with this Agreement. v. The Certificate of Insurance must demonstrate that the policy is issued pursuant to these requirements. Copies of insurance policies shall be submitted to the Grantee upon written request. 42 vi. Certificates shall specifically indicate if the policy is written with an admitted or non-admitted carrier. Best’s Rating for the insurer shall be noted on the certificate and shall not be less than an A-. b. To the fullest extent permitted by law, the Sub-Grantee shall defend, indemnify, and hold harmless the Grantee and MHFA and their officials, employees, and agents from and against all claims, damages, losses and expenses, including but not limited to attorneys’ fees, arising out of or resulting from the conduct or implementation of the Activities funded by this Agreement, except to the extent the claims, damages, losses, and expenses arise from the own negligence of the Grantee or MHFA. Claims included in this indemnification include without limitation any claims asserted pursuant to the Minnesota Environmental Response and Liability Act (MERLA), Minnesota Statutes, Chapter 115B (CERCLA), as amended, United States Code Title 42, Section 9601 et seq., and the federal Resource Conservation and Recovery Act of 1976 (RCRA) as amended, United States Code Title 42, Sections 6901 et seq. This obligation shall not be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity which otherwise would survive the expiration or termination of this Agreement. This indemnification shall not be construed as a waiver on the part of either the Grantee or MHFA of any immunities or limits on liability provided by Minnesota Statutes Chapter 466 or other applicable state or federal law. c. Promptly pay and discharge all taxes, assessments, and other governmental charges imposed upon it or upon its income and profits or upon the Property, and any and all claims for labor, material or supplies or rental charges or charges of any other kind which, if unpaid, might by law become a lien or charge upon the Property, provided, however, that the Sub-Grantee shall not be required to pay any such tax, assessment, charge or claim, if the Sub-Grantee is contesting the validity of such matters, in good faith, through appropriate proceedings, and the Sub-Grantee sets aside on its books adequate reserves for the payment of such claims. d. Maintain the Property in good repair, working order, and condition and from time to time, make or cause to be made all necessary renewals, replacements, and repairs so that at all times the Sub-Grantee’s business can be conducted efficiently. e. Establish and maintain accurate and complete accounts and records relating to the receipt and expenditure of all grant funds received from the Grantee. Notwithstanding the expiration and termination provisions of this Agreement, such accounts and records shall be kept and maintained by the Sub-Grantee for a period of six (6) years following the completion of the Activities for six (6) years following the expenditure of the grant funds, whichever occurs earlier. Accounting methods shall be in accordance with generally accepted accounting principles. f. The accounts and records of the Sub-Grantee shall be audited in the same manner as all other accounts and records of the Sub-Grantee are audited and may be audited or inspected on the Sub-Grantee’s premises or otherwise by individuals or organizations designated and authorized by the Grantee or MHFA at any time, following reasonable notification to the Sub-Grantee, for a period of six (6) years following the completion of the Activities or six (6) years following the expenditure of the grant funds, whichever occurs earlier. Pursuant to Minnesota Statutes, Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices of the Sub-Grantee that are relevant to this Agreement are subject to examination by the Grantee and MHFA and either the Legislative Auditor or the State Auditor, as appropriate, for a minimum of six (6) years. 43 g. The Sub-Grantee shall include in any contract or subcontract for the Activities appropriate provisions to ensure contractor or subcontractor compliance with all applicable state and federal laws and this Agreement, including, but not limited to, federal and state laws relating to stormwater discharges (i.e., Code of Federal Regulations, Title 40, parts 122 and 123 and Metropolitan Council’s 2040 Water Resources Policy Plan and the local water management plan). Along with such provisions, the Sub-Grantee shall require that contractors and subcontractors performing activities covered by this grant obtain all required permits, licenses, and certifications, and comply with all applicable state and federal Occupational Safety and Health Act regulations. h. Construct the Project to meet all applicable local codes, rehabilitation standards, ordinances, and zoning regulations. The Grantee and MHFA assume no responsibility for obtaining any applicable local, state, or federal licenses, permits, bonds, authorizations, or approvals necessary to perform or complete the Activities. The Sub-Grantee and its contractors, if any, must comply with all applicable licensing, permitting, bonding, authorization, and approval requirements of federal, state, and local governmental and regulatory agencies, including conservation districts. i. Acknowledge the financial assistance provided by MHFA in promotional materials, press releases, reports and all other publications identified in paragraph 13 of the Grant Agreement relating to the Activities which are funded in whole or in part with the grant funds. The acknowledgment must identify MHFA as the sponsoring agency and must not be released without prior written approval from MHFA’s Authorized Representative. j. Provide the Grantee with all information that is needed by the Grantee to submit the required written progress reports and annual written reports required by the Grant Agreement. 6. Negative Covenants. The Sub-Grantee covenants and agrees that for the term of this Agreement, it will not: a. Merge or consolidate with or into any other entity. b. Default upon any contract or fail to pay any contract or fail to pay any of its debts or obligations as the same mature, subject to the applicable cure periods set forth in such a contract. c. Generate, dispose of, use, store, treat, or transport hazardous waste substances on, in, over or across the Property or allow the Sub-Grantee’s tenants to do so; provided, however, that Sub-Grantee may treat or remediate hazardous substances pursuant to an MPCA-approved Development Response Action Plan and the Sub-Grantee and its tenants may use, store, and transport hazardous substances on, over or across the Property as is reasonably necessary to the use of the Property as residential, commercial, or office property provided such use, storage, and transportation complies at all times with all applicable federal, state, and local statutes, codes, regulations, and ordinances. 7. Miscellaneous. a. All representations and warranties contained herein or made in writing by or on behalf of the Sub-Grantee in connection with the transactions contemplated hereby shall be made as of the Effective Date but survive the execution and delivery of this Agreement and the advances hereunder. All statements contained in any certificate or other instrument delivered by or on behalf of the Sub-Grantee pursuant thereto or in connection with the 44 transactions contemplated hereby shall constitute representations and warranties by the Sub-Grantee. b. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the parties. c. No amendment, change, waiver, or modification of this Agreement shall be valid unless it is in a written document which Sub-Grantee, and the Grantee sign, and the Grantee’s waiver of any breach or default of any of the Sub-Grantee’s obligations, agreements, or covenants under this Agreement shall not be deemed to be a waiver of any subsequent breach of this Agreement, or any other obligation, agreement, or covenant. The Grantee’s forbearance in pursuing or enforcing a remedy for the Sub-Grantee’s breach of any of the obligations set forth in this Agreement shall not be deemed a waiver of the Grantee’s rights and remedies with respect to such breach. d. This Agreement may be executed simultaneously in two (2) or more counterparts, each of which shall be an original, but all of which shall constitute one (1) agreement. e. This Agreement supersedes and has merged into all prior oral agreements between the Grantee and the Sub-Grantee regarding the Activities. f. Any notices required or contemplated hereunder shall be effective upon the placing thereof in the United States Mail, certified mail, return receipt requested, postage prepaid, and addressed as follows: To the Grantee: Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota 7800 Golden Valley Road Golden Valley, MN 55427 Attn: Director To the Sub-Grantee: Magnolia Homes, LLC 8868 Flesher Circle Eden Prairie, MN 55347 Attn: J. Alex Frank g. This Agreement shall be interpreted and construed according to the laws of the State of Minnesota. All litigation regarding this Agreement shall be venued in the appropriate state or federal district court in Hennepin County, Minnesota. h. Neither party may assign or transfer its rights and obligations under this Agreement without the prior consent of the other party, provided that such party’s assignee or transferee assumes all obligations under this Agreement and the other party consents to the assignment in writing. Said agreement to assignment shall not unreasonably be withheld by the consenting party. 8. Relationship. It is agreed that nothing contained in this Agreement is intended or should be construed as creating the relationship of agents, partners, joint venturers, or associates between the parties hereto or as constituting the Sub-Grantee as the employee of the Grantee for any purpose or in any manner whatsoever. The Sub-Grantee is an independent contractor and neither it, nor its employees, agents, or representatives are employees of the Grantee. 9. MGDPA. All data collected, created, received, maintained or disseminated for any purpose 45 in the course of the Sub-Grantee’s performance of this Agreement is governed by the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, and any other applicable state statutes, any state rules adopted to implement the Act and statutes, as well as federal statutes and regulations on data privacy. 10. Copyrights. The Sub-Grantee certifies that it (a) is the owner of any renderings, images, perspectives, sections, diagrams, photographs or other copyrightable materials (collectively “copyrightable materials”) that are in the grant application or submitted to the Grantee as part of the grant application process or that the Sub-Grantee is fully authorized to grant permissions regarding the copyrightable materials; and (b) the copyrightable materials do not infringe upon the copyrights of others. The Sub- Grantee agrees that the Grantee and MHFA have a non-exclusive royalty-free license and all necessary permissions to reproduce and publish the copyrightable materials for noncommercial purposes, including but not limited to press releases, presentations, reports and on the Internet. The Sub-Grantee also agrees that it will not hold the Grantee or MHFA responsible for the unauthorized use of the copyrightable materials by third parties. 11. Restrictions on Loans or Grants by Sub-Grantee. The Sub-Grantee shall not use the grant proceeds for loans or grants to any subrecipient at any tier unless the Sub-Grantee obtains the prior written consent of MHFA. 12. Business Subsidy Law. The Sub-Grantee must comply, if appropriate and applicable, with any “business subsidy” requirements of Minnesota Statutes, Sections 116J.993 to 116J.995, that apply to the Sub-Grantee’s expenditures or uses of the grant funds. The grant will be used for the creation of affordable housing and subsidies for affordable housing are exempt from the Business Subsidy Law. 13. Expiration and Termination. This Agreement shall automatically expire upon the expiration or termination of the Grant Agreement, or upon the satisfactory completion of all obligations hereunder, whichever occurs first (the “Expiration Date”). This Agreement may be terminated by the Grantee for cause at any time upon thirty (30) calendar days’ written notice to the Sub-Grantee. “For cause” shall mean a material breach of this Agreement and any amendments to this Agreement. If this Agreement is terminated prior to the Expiration Date, the Sub-Grantee shall receive payment on a pro rata basis for eligible Activities that have been completed prior to the termination. Termination of this Agreement does not alter the authority of the Grantee or MHFA to recover grant funds on the basis of a later audit or other review, and does not alter the Sub-Grantee’s obligation to return any grant funds due to the Grantee or MHFA as a result of later audits or corrections. If the Grantee or MHFA determines that the Sub-Grantee has failed to comply with the terms and conditions of this Agreement, the Grant Agreement, or the applicable provisions of the Community Homeownership Impact Fund Program, the Grantee may take any action to protect the interests of the Grantee or MHFA and may refuse to disburse additional grant funds and may require the Sub-Grantee to return all or part of the grant funds already disbursed. 14. Effect of Grant. Issuance of this grant neither implies any Grantee or MHFA responsibility for the condition of the Property nor imposes any obligation on the Grantee or MHFA to participate in any activities on the Property. By awarding grant funds to the Sub-Grantee for the Activities and executing this Agreement, the Grantee and MHFA assume no responsibility for (a) any damage to persons, property, or the environment caused by implementation of the Activities; or (b) determining whether intended uses of the Property identified in the grant application or potential future uses of the Property, including any residential uses, are suitable for the Property. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands to this Sub-Grant Agreement as of the date and year first written above. 46 HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, MINNESOTA By Maurice Harris, Chair By Noah Schuchman, Executive Director 47 Execution page of the Sub-Grantee to the Sub-Grant Agreement, dated the date and year first written above. MAGNOLIA HOMES, LLC By J. Alex Frank, Managing Member 48 EXHIBIT A GRANT AGREEMENT 49 Impact Fund Award ID: 12-2023-30 Golden Valley Home Ownership Program for Equity (HOPE) - Duplex Impact Fund Grant Contract Agreement 1 MINNESOTA HOUSING FINANCE AGENCY GRANT CONTRACT AGREEMENT Community Homeownership Impact Fund This Grant Contract Agreement is between the Minnesota Housing Finance Agency (“MHFA”), located at 400 Wabasha Street North, Suite 400, Saint Paul, MN 55102 and Golden Valley HRA its principal place of business located at 7800 Golden Valley Road, Golden Valley, MN 55427 (the "GRANTEE"). Recitals 1. Under Minn. Stat. Section 462A.33 and 462A.05 Subd. 2, as amended, MHFA is empowered to enter into this Grant Contract Agreement. 2. MHFA is in need of a Community Homeownership Impact Fund Program (the “Program”) to assist in the acquisition, construction, and/or rehabilitation of owner-occupied single family residential properties throughout Minnesota. 3. The Grantee represents that it is duly qualified and agrees to perform all services described in this Grant Contract Agreement to the satisfaction of MHFA and in accordance with applicable statutes. 4. Pursuant to Minn.Stat.§16B.98, Subd.1, the Grantee agrees to minimize administrative costs as a condition of this Grant Contract Agreement. Grant Contract Agreement 1 Term of Grant Contract Agreement 1.1 Effective date: May 1, 2024, Per Minn. Stat.§16B.98, Subd. 5, the Grantee must not begin work until this Grant Contract Agreement is fully executed and MHFA’s Authorized Representative has notified the Grantee that work may commence. Per Minn.Stat.§16B.98 Subd. 7, no payments will be made to the Grantee until this Grant Contract Agreement is fully executed. 1.2 Grant period: The Grant Contract Agreement period for the Program begins with the Effective Date of this Grant Contract Agreement and continues through, April 30, 2027, (the “Grant Period”). All funds provided through this Grant Contract Agreement must be fully expended in compliance with this Grant Contract Agreement b y the end of the Grant Period. 1.3 Expiration date: April 30, 2027, or until all administrative, reporting and documentation obligations have been satisfactorily fulfilled, whichever occurs first. 1.4 Survival of Terms. The following clauses survive the expiration or cancellation of this Grant Contract Agreement: 9. Liability; 10. State Audits; 11. Government Data Practices and Intellectual Property; 13. Docusign Envelope ID: 8CDB317B-B75D-4448-97DC-159F8867A4E4 50 12-2023-30 Impact Fund Grant Contract Agreement 2 Publicity and Endorsement; 14. Governing Law, Jurisdiction, and Venue; and 16 Data Disclosure. 2 Grantee’s Duties The Grantee, who is not a state employee, will: Comply with required grants management policies and procedures set forth through Minn.Stat.§16B.97, Subd. 4 (a) (1) and review the State of Minnesota Office of Grants Management policy 08-01, (Conflict of Interest for State Grant-Making). The Grantee is required to have a documented Conflict of Interest policy and must utilize this policy when performing the Grantee duties under the Grant Contract Agreement. If the Grantee has knowledge or becomes aware of any actual, potential, perceived, or organizational conflicts of interest with respect to the Grant Contract Agreement, the Grantee shall immediately disclose the conflict of interest directly to MHFA’s Authorized Representative. 2.1 The Grantee will comply with the Community Homeownership Impact Fund Program Procedural Manual (“Procedural Manual”), as it may be amended or supplemented from time to time by MHFA. By provision of this link, the Procedural Manual is hereby incorporated into this Grant Contract Agreement. Any changes to the Procedural Manual during the Grant Period will be provided in writing from MHFA to the Grantee. The Grantee will comply with all changes to the Procedural Manual upon receipt of the written notice regarding the change. 2.2 In the performance of its obligations under this Grant Contract Agreement, the Grantee will comply with the provisions of any federal, state, or local law prohibiting discrimination in housing on the basis of race, color, creed, religion, nation origin, sex, age, marital status, status with regard to public assistance, disability, sexual orientation, or familial status, including but not limited to Title VI of the Civil Rights Act of 1964, Executive Order 11063, Title VIII of the Civil Rights Act of 1968, and the Minnesota Human Rights Act, including any applicable regulations or guidance. 2.3 All Grant Proceeds (as defined below) must be used by the Grantee to fund (in whole or in part) the activities in accordance with the Grant Contract Agreement and the Procedural Manual, including, but not limited to, the following terms. Number of Qualified Dwelling Units to be completed: 4 Target area: Golden Valley Income served: Up to 80% of area median income. Total Administration fee from Grant Proceeds: Housing Infrastructure Appropriations: $0 Challenge: $0 Administration fee per unit: $0 Grant Proceeds are provided for Value Gap to develop new construction duplex homes Docusign Envelope ID: 8CDB317B-B75D-4448-97DC-159F8867A4E4 51 12-2023-30 Impact Fund Grant Contract Agreement 3 to be sold to eligible households. Typical Impact Fund Value Gap subsidy is $49,000 per unit. Additional Requirements: None. 3 Time The Grantee must comply with all the time requirements described in this Grant Contract Agreement. In the performance of this Grant Contract Agreement, time is of the essence. 4 Consideration and Payment 4.1 Consideration. MHFA will pay for all services performed by the Grantee under this Grant Contract Agreement as follows: (a) Compensation The Grantee will be paid up to a maximum of $196,000 per the breakdown below: TYPE OF FUNDS DOLLAR AMOUNT Challenge Grant Proceeds $0 Challenge Grant Proceeds – Indian Set- Aside $0 Housing Infrastructure Appropriations Grant Proceeds $196,000 (b) Travel Expenses Reimbursement for travel and subsistence expenses actually and necessarily incurred by the Grantee as a result of this Grant Contract Agreement will not exceed $0.00; provided that the Grantee will be reimbursed for travel and subsistence expenses in the same manner and in no greater amount than provided in the current "Commissioner’s Plan” promulgated by the Commissioner of Minnesota Management and Budget (MMB). The Grantee will not be reimbursed for travel and subsistence expenses incurred outside Minnesota unless it has received MHFA’s prior written approval for out of state travel. Minnesota will be considered the home state for determining whether travel is out of state. (c) Total Obligation. The total obligation of MHFA for all compensation and reimbursements to the Grantee under this Grant Contract Agreement will not exceed $196,000 (the “Grant Proceeds”). 4.2 Payment (a) Invoices MHFA will pay the Grantee after the Grantee submits the Request for Funds form, located on MHFA’s website and MHFA’s Authorized Representative reviews, approves and accepts the request. MHFA may disburse Grant Proceeds to the Grantee as follows: (i) Up to one-third of the total award of Grant Proceeds is available in the first Docusign Envelope ID: 8CDB317B-B75D-4448-97DC-159F8867A4E4 52 12-2023-30 Impact Fund Grant Contract Agreement 4 disbursement upon the Grantee’s request and at the sole discretion of MHFA. (ii) When the Grantee has demonstrated significant progress through documenting or reporting on units closed or completed, or documenting the status of housing development, MHFA, at its sole discretion, will make further disbursements to the Grantee upon receipt of additional Request for Funds forms. (iii) MHFA reserves the right to disburse funds conservatively and, if applicable, may withhold disbursements until outstanding compliance and monitoring findings have been cleared by MHFA. Monitoring, financial reconciliation and quality control audits are outlined in the Procedural Manual. (b) Unexpended Funds The Grantee must promptly return to MHFA any unexpended funds that have not been accounted for annually in a financial report to MHFA due at grant closeout. Any unexpended funds that are to be repaid under this paragraph are payable upon demand, and, if not paid within 30 days, shall bear interest until paid at the rate of ten percent (10%) per annum. 4.3 Contracting and Bidding Requirements (a) Any services and/or materials that are expected to cost $100,000 or more must undergo a formal notice and bidding process. (b) Services and/or materials that are expected to cost between $25,000 and $99,999 must be competitively awarded based on a minimum of three (3) verbal quotes or bids. (c) Services and/or materials that are expected to cost between $10,000 and $24,999 must be competitively awarded based on a minimum of two (2) verbal quotes or bids or awarded to a targeted vendor. (d) The Grantee must take all necessary affirmative steps to assure that targeted vendors from businesses with active certifications through these entities are used when possible: a. State Department of Administration's Certified Targeted Group, Economically Disadvantaged and Veteran-Owned Vendor List b. Metropolitan Council Underutilized Business Program: MCUB: Metropolitan Council Underutilized Business Program c. Small Business Certification Program through Hennepin County, Ramsey County, and City of St. Paul: Central Certification Directory (e) The Grantee must maintain written standards of conduct covering conflicts of interest and governing the actions of its employees engaged in the selection, award and administration of contracts. (f) The Grantee must maintain support documentation of the purchasing or bidding process used to contract services in their financial records, including support documentation justifying a single/sole source bid, if applicable. (g) Notwithstanding (a) - (d) above, MHFA may waive bidding process requirements when: Docusign Envelope ID: 8CDB317B-B75D-4448-97DC-159F8867A4E4 53 12-2023-30 Impact Fund Grant Contract Agreement 5  Vendors included in response to competitive grant request for proposal process were approved and incorporated as an approved work plan for the grant  It is determined there is only one legitimate or practical source for such materials or services and that grantee has established a fair and reasonable price. (h) The Grantee must not contract with vendors who are suspended or debarred in MN: http://www.mmd.admin.state.mn.us/debarredreport.asp (i) Under certain circumstances, awards of Minnesota Housing funds may trigger state prevailing wage requirements under Minnesota Statutes Chapter 177 or Minnesota Statutes Section 116J.871. In broad terms, Minnesota Statutes Chapter 177 applies to an award of $25,000 or greater for housing that is publicly owned. (j) Minnesota Statutes Section 116J.871 sets out several exceptions to the applicability of prevailing wage including (1) rehabilitation of existing housing; (2) new housing construction in which total financial assistance at a single project site is less than $100,000; and (3) financial assistance for the new construction of fully detached single-family affordable homeownership units for which the financial assistance covers no more than ten fully detached single-family affordable homeownership units. (k) All determinations regarding prevailing wage are made by the Minnesota Department of Labor and Industry. All questions regarding state prevailing wages and compliance requirements should be directed to that agency as follows: Division of Labor Standards and Apprenticeship State Program Administrator 443 Lafayette Road N, St. Paul, MN 55155 651.284.5091 or dli.prevwage@state.mn.us (l) If, after a determination by the Minnesota Department of Labor that prevailing wage does apply, a contractor or subcontractor fails to adhere to prevailing wage laws, then that contractor or subcontractor could face civil and/or criminal liability. (m) If the project is within the scope of Minn. Stat. § 116J.871, the recipient must certify to the commissioner of the Department of Labor and Industry that laborers and mechanics at the project site during construction, installation, remodeling, and repairs for which the award was provided will be paid the prevailing wage rate as defined in Minn. Stat. § 177.42, subd. 6. According to Minn. Stat. § 116J.871, subd. 2, MHFA cannot provide financial assistance to a recipient unless the required certification has been made. 5 Deferred Forgivable Loans 5.1 General If Section 2.3 of this Grant Contract Agreement specifies that Grant Proceeds must be used by the Grantee for the execution of deferred forgivable loans, then the Grantee must comply with this Article 5 and all Article 5 subsections. If Section 2.3 of this Grant Contract Agreement does not specify that Grant Proceeds must be used for the execution of deferred forgivable loans, this Docusign Envelope ID: 8CDB317B-B75D-4448-97DC-159F8867A4E4 54 12-2023-30 Impact Fund Grant Contract Agreement 6 Article 5 and all Article 5 subsections do not apply. 5.2 Documentation of and Security for Deferred Forgivable Loans Each deferred forgivable loan must be evidenced by a Deferred Forgivable Loan Note made payable to the Grantee. The repayment of each deferred forgivable loan shall be secured by a Deferred Forgivable Loan Mortgage identifying the Grantee as the mortgagee thereunder. 5.3 Deferred Forgivable Loan Closings The Grantee shall be responsible for the closing of a deferred forgivable loan but may retain a title company for this purpose. The closing of a deferred forgivable loan shall be in accordance with normal procedures used by ordinary and prudent lenders for the closing of similar loans and must conform to this Grant Contract Agreement and the Procedural Manual. 5.4 Transfer, Assignment and Enforcement of Deferred Forgivable Loans Within a reasonable period after the closing of a deferred forgivable loan, the Grantee shall assign and transfer such loan to MHFA by endorsing the Deferred Forgivable Loan Note to MHFA without recourse and assigning the Deferred Forgivable Loan Mortgage to MHFA. The Grantee shall record the Deferred Forgivable Loan Mortgage and assignment thereof and promptly deliver the endorsed Deferred Forgivable Loan Note and recorded Deferred Forgivable Loan Mortgage and assignment thereof to MHFA. The assignment and transfer of a deferred forgivable loan to MHFA shall not be completed until the Grantee has fully complied with these requirements. Until the assignment and transfer of a deferred forgivable loan to MHFA, the Grantee shall fully and promptly service and enforce the deferred forgivable loan in accordance with this Grant Contract Agreement. 6 Conditions of Payment All services provided by the Grantee under this Grant Contract Agreement must be performed to MHFA’s satisfaction, as determined at the sole discretion of MHFA’s Authorized Representative and in accordance with all applicable federal, state, and local laws, ordinances, rules, and regulations. The Grantee will not receive payment for work found by MHFA to be unsatisfactory or performed in violation of federal, state, or local law. 7 Authorized Representative MHFA’s Authorized Representative is Niramittata Ly, Community Lending Team Supervisor, 400 Wabasha Street North, Suite 400, Saint Paul, MN 55102, 651.296.6345, nira.ly@state.mn.us, or his/her successor, and has the responsibility to monitor the Grantee’s performance and the authority to accept the services provided under this Grant Contract Agreement. If the services are satisfactory, MHFA’s Authorized Representative will certify acceptance on each invoice submitted for payment. MHFA’s Authorized Representative may delegate certain responsibilities to a Community Lending Program Manager: Amanda Hedlund, 651.284.0465; Leighann McKenzie, 651.296.8147 or their successors. All Community Lending Program Managers may be reached by email at impact.fund.mhfa@state.mn.us. The Grantee’s Authorized Representative is: Docusign Envelope ID: 8CDB317B-B75D-4448-97DC-159F8867A4E4 55 12-2023-30 Impact Fund Grant Contract Agreement 7 Darren Groth (Administrator’s Authorized Representative Name) Interim Community Development Director (Title) 7800 Golden Valley Road, Golden Valley MN 55427 (Mailing Address) 763-593-8008 (Telephone Number) dgroth@goldenvalleymn.gov (Email Address) If the Grantee’s Authorized Representative changes at any time during this Grant Contract Agreement, the Grantee must immediately notify MHFA’s Authorized Representative. 8 Assignment Amendments, Waiver, and Grant Contract Agreement Complete 8.1 Assignment The Grantee shall neither assign nor transfer any rights or obligations under this Grant Contract Agreement without the prior written consent of MHFA, approved by the same parties who executed and approved this Grant Contract Agreement, or their successors in office. 8.2 Amendments Any amendments to this Grant Contract Agreement must be in writing and will not be effective until it has been executed and approved by the same parties who executed and approved the original Grant Contract Agreement, or their successors in office. 8.3 Waiver If MHFA fails to enforce any provision of this Grant Contract Agreement, that failure does not waive the provision or MHFA’s right to enforce it. 8.4 Grant Contract Agreement Complete This Grant Contract Agreement contains all negotiations and agreements between MHFA and the Grantee. No other understanding regarding this Grant Contract Agreement, whether written or oral, may be used to bind either party. 9 Liability The Grantee must indemnify, save, and hold MHFA, its agents, and employees harmless from any claims or causes of action, including attorney’s fees incurred by MHFA, arising from the performance of this Grant Contract Agreement by the Grantee or the Grantee’s agents or employees. This clause will not be construed to bar any legal remedies the Grantee may have for MHFA’s failure to fulfill its obligations under this Grant Contract Agreement. 10 State Audits Under Minn. Stat. §16B.98, Subd.8, the Grantee’s books, records, documents, and accounting procedures and practices of the Grantee or other party relevant to this Grant Contract Agreement or transaction are subject to examination by the Commissioner of Administration, MHFA, and/or the Docusign Envelope ID: 8CDB317B-B75D-4448-97DC-159F8867A4E4 56 12-2023-30 Impact Fund Grant Contract Agreement 8 State Auditor or Legislative Auditor, as appropriate, for a minimum of six years from the end of this Grant Contract Agreement, receipt and approval of all final reports, or the required period of time to satisfy all state and program retention requirements, whichever is later. 11 Government Data Practices and Intellectual Property Rights 11.1 Government Data Practices The Grantee and MHFA must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, as it applies to all data provided by MHFA under this Grant Contract Agreement, and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Grantee under this Grant Contract Agreement. The civil remedies of Minn. Stat. §13.08 apply to the release of the data referred to in this clause by either the Grantee or MHFA. If the Grantee receives a request to release the data referred to in this Clause, the Grantee must immediately notify MHFA. MHFA will give the Grantee instructions concerning the release of the data to the requesting party before the data is released. The Grantee’s response to the request shall comply with applicable law. 11.2 Intellectual Property Rights (a) MHFA owns all rights, title, and interest in all of the intellectual property rights, including copyrights, patents, trade secrets, trademarks, and service marks in the works and documents created and paid for under this Grant Contract Agreement. The “works” means all inventions, improvements, discoveries (whether or not patentable), databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, and disks conceived, reduced to practice, created or originated by the Grantee, its employees, agents, and subcontractors, either individually or jointly with others in the performance of this Grant Contract Agreement. “Works” includes documents. The “documents” are the originals of any databases, computer programs, reports, notes, studies, photographs, negatives, designs, drawings, specifications, materials, tapes, disks, or other materials, whether in tangible or electronic forms, prepared by the Grantee, its employees, agents, or subcontractors, in the performance of this Grant Contract Agreement. The documents will be the exclusive property of MHFA and all such documents must be immediately returned to MHFA by the Grantee upon completion or cancellation of this Grant Contract Agreement. To the extent possible, those works eligible for copyright protection under the United States Copyright Act will be deemed to be “works made for hire.” The Grantee assigns all right, title, and interest it may have in the works and the documents to MHFA. The Grantee must, at the request of MHFA, execute all papers and perform all other acts necessary to transfer or record MHFA’s ownership interest in the works and documents. (b) Obligations (1) Notification. Whenever any invention, improvement, or discovery (whether or not patentable) is made or conceived for the first time or actually or constructively reduced to practice by the Grantee, including its employees and subcontractors, in the performance of this Grant Contract Agreement, the Grantee will immediately give MHFA’s Authorized Representative written notice thereof, and must promptly furnish MHFA’s Authorized Representative with complete information and/or disclosure thereon. (2) Representation. The Grantee must perform all acts, and take all steps necessary to ensure that all intellectual property rights in the works and documents are the sole property MHFA, and that neither the Grantee nor its employees, agents, or subcontractors retain any Docusign Envelope ID: 8CDB317B-B75D-4448-97DC-159F8867A4E4 57 12-2023-30 Impact Fund Grant Contract Agreement 9 interest in and to the works and documents. The Grantee represents and warrants that the works and documents do not and will not infringe upon any intellectual property rights of other persons or entities. The Grantee will indemnify; defend, to the extent permitted by the Attorney General; and hold harmless MHFA, at the Grantee’s expense, from any action or claim brought against MHFA to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others. The Grantee will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, attorney fees. If such a claim or action arises, or in the Grantee’s or MHFA’s opinion is likely to arise, the Grantee must, at MHFA’s discretion, either procure for MHFA the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or documents as necessary and appropriate to obviate the infringement claim. This remedy of MHFA will be in addition to and not exclusive of other remedies provided by law. 12 Workers Compensation The Grantee certifies that it is in compliance with Minn. Stat. §176.181, Subd. 2, pertaining to workers’ compensation insurance coverage. The Grantee’s employees and agents will not be considered MHFA employees. Any claims that may arise under the Minnesota Workers’ Compensation Act on behalf of these employees and any claims made by any third party as a consequence of any act or omission on the part of these employees are in no way MHFA’s obligation or responsibility. 13 Publicity and Endorsement 13.1 Publicity Any publicity regarding the subject matter of this Grant Contract Agreement must identify MHFA as the sponsoring agency and must not be released without prior written approval from MHFA’s Authorized Representative. For purposes of this provision, publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Grantee individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Grant Contract Agreement. All projects primarily funded by state grant appropriations must publicly credit MHFA, including on the Grantee’s website when practicable. 13.2 Endorsement The Grantee must not claim that MHFA endorses its products or services. 14 Governing Law, Jurisdiction, and Venue Minnesota law, without regard to its choice-of-law provisions, governs this Grant Contract Agreement. Venue for all legal proceedings out of this Grant Contract Agreement, or its breach, must be in the appropriate state or federal court with competent jurisdiction in Ramsey County, Minnesota. 15 Termination 15.1 (a) Termination by MHFA MHFA may immediately terminate this Grant Contract Agreement with or without cause, upon 30 days’ written notice to the Grantee. Upon termination, the Grantee will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed. Docusign Envelope ID: 8CDB317B-B75D-4448-97DC-159F8867A4E4 58 12-2023-30 Impact Fund Grant Contract Agreement 10 (b) Termination by The Commissioner of Administration The Commissioner of Administration may unilaterally cancel this grant contract agreement if further performance under the agreement would not serve agency purposes or is not in the best interest of the State. 15.2 Termination for Cause MHFA may immediately terminate this Grant Contract Agreement if MHFA finds that there has been a failure to comply with the provisions of this Grant Contract Agreement, that reasonable progress has not been made or that the purposes for which the funds were granted have not been or will not be fulfilled. MHFA may take action to protect the interests of MHFA including the refusal to disburse additional funds and requiring the return of all or part of the funds already disbursed. 15.3 Termination for Insufficient Funding MHFA may immediately terminate this Grant Contract Agreement if: (a) It does not obtain funding from the Minnesota Legislature (b) Or, if funding cannot be continued at a level sufficient to allow for the payment of the services covered here. Termination must be by written or fax notice to the Grantee. MHFA is not obligated to pay for any services that are provided after notice and effective date of termination. However, the Grantee will be entitled to payment, determined on a pro rata basis, for services satisfactorily performed to the extent that funds are available. MHFA will not be assessed any penalty if the contract is terminated because of the decision of the Minnesota Legislature, or other funding source, not to appropriate funds. MHFA must provide the Grantee notice of the lack of funding within a reasonable time of MHFA’s receiving that notice. 16 Data Disclosure Under Minn. Stat. § 270C.65, Subd. 3, and other applicable law, the Grantee consents to disclosure of its social security number, federal employer tax identification number, and/or Minnesota tax identification number, already provided to MHFA, to federal and state tax agencies and state personnel involved in the payment of state obligations. These identification numbers may be used in the enforcement of federal and state tax laws which could result in action requiring the Grantee to file state tax returns and pay delinquent state tax liabilities, if any. 17 Fraud Disclosure Fraud is any intentionally deceptive action made for personal gain or to damage another. Any person or entity (including its employees and affiliates) that enters into an agreement with MHFA and witnesses, discovers evidence of, receives a report from another source, or has other reasonable basis to suspect that fraud or embezzlement has occurred must immediately make a report to:  MHFA’s Chief Risk Officer at 651.296.7608 or 800.657.3769 or by email at Mike.Thone@state.mn.us;  Any member MHFA’s Servant Leadership Team, as denoted on MHFA’s current organizational chart (Go to mnhousing.gov, scroll to the bottom of the screen and select About Us, select Servant Leadership Team); or  Report Wrongdoing or Concerns (mnhousing.gov) (Go to mnhousing.gov, scroll to the bottom of the screen and select Report Wrongdoing). Docusign Envelope ID: 8CDB317B-B75D-4448-97DC-159F8867A4E4 59 12-2023-30 Impact Fund Grant Contract Agreement 11 18 Suspension By entering into any agreement with MHFA, a contracting party represents that the contracting party (including its employees or affiliates that will have direct control over the subject of the agreement) has not been suspended from doing business with MHFA. Please refer to MHFA’s website for a list of suspended individuals and organizations (http://www.mnhousing.gov/sites/np/suspensions). 19 Conflicts If there is a conflict between the terms of the Grant Contract Agreement and the Procedural Manual then the Grant Contract Agreement shall prevail. (THE REMAINING PORTION OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK) Docusign Envelope ID: 8CDB317B-B75D-4448-97DC-159F8867A4E4 60 12-2023-30 Impact Fund Grant Contract Agreement 12 1. GRANTEE: The Grantee certifies that the appropriate person(s) have executed the Grant Contract Agreement on behalf of the Grantee as required by applicable articles, bylaws, resolutions, or ordinances. By: Noah Schuchman Title: City Manager Date: By: Kirsten Santelices Title: Deputy City Manager Date: By: 2. MINNESOTA HOUSING FINANCE AGENCY: By: (with delegated authority) Rachel Robinson Title: Deputy Commissioner Date: Distribution: State Authorized Representative: Minnesota Housing Finance Agency Administrator Authorized Representative Docusign Envelope ID: 8CDB317B-B75D-4448-97DC-159F8867A4E4 7/25/2024 | 9:21:26 AM PDT 7/31/2024 | 2:16:18 PM CDT 7/31/2024 | 2:19:08 PM CDT 61 EXHIBIT B LEGAL DESCRIPTION OF THE PROPERTY That part of Tract A described below: Tract A. Lot 2, Block 2, Hipp's Addition, according to the plat thereof on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; the title thereto being registered; which lies westerly of Line 1 described below: Line 1. Commencing at the northwest corner of Section 19, Township 29 North, Range 24 West, as shown on Minnesota Department of Transportation Right of Way Plat No. 27-104 as the same is on file and of record in the office of the County Recorder in and for Hennepin County, Minnesota; thence westerly on an azimuth of 269 degrees 45 minutes 11 seconds along the boundary of said plat for 79.92 feet to the point of beginning of Line 1 to be described; thence on an azimuth of 180 degrees 16 minutes 03 seconds for 588.69 feet and there terminating. Being Registered land as is evidenced by Certificate of Title No. 1440922. 62