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06-15-21 HRA Agenda PacketREGULAR MEETING AGENDA This meeting will be held via Webex in accordance with the local emergency declaration made by the City under Minn. Stat. § 12.37. The public may monitor this meeting by watching on Comcast cable channel 16, by streaming on CCXmedia.org, or by calling 1-415-655-0001 and entering the meeting code 133 896 9735. The public may participate in this meeting during public comment sections, including the public forum beginning at 6:20 pm, by calling 763-593-8060. Additional information about monitoring electronic meetings is available on the City website. For technical assistance, please contact the City at 763-593-8007 or webexsupport@goldenvalleymn.gov. If you incur costs to call into the meeting, you may submit the costs to the City for reimbursement consideration. Pages 2-3 4-5 6-8 9-10 11-12 13-21 22-25 1.Call to Order A.Roll Call 2.Approval of Agenda 3.Consent Agenda Approval of Consent Agenda - All items listed under this heading are considered to be routine and will be enacted by one motion. There will be no discussion of these items unless a Commission Member so requests in which event the item will be removed from the general order of business and considered in its normal sequence on the agenda. A.Approval of Minutes: 1.HRA Work Session – November 10, 2020 2.HRA Special Meeting – December 1, 2020 3.HRA Meeting – March 16, 2021 4.HRA Work Session – May 11, 2021 B.Receive and File Quarterly Financial Reports 4.Public Hearing 5.Old Business 6.New Business A.Approval of Amendment and Assignment of the Development Agreement from Golden Villas, LLC to PC Hello, LLC B.Approve Amended Lease with D’Amico Catering, LLC 7.Adjournment June 15, 2021 – 6:30 pm Meeting Held Virtually In light of the recently declared COVID-19 health pandemic, the Mayor of the City of Golden Valley declared a local emergency under Minnesota Statute, section 12.37. In accordance with that declaration, beginning on March 16, 2020, all meetings of the Housing & Redevelopment Authority held during the emergency were conducted by telephone or other electronic means. The City used WebEx to conduct this meeting electronically. Members of the public were able to monitor the meetings by watching it on Comcast cable channel 16, by streaming it on CCXmedia.org, and by dialing in to the public call-in line. The public was able to participate in this meeting during public comment sections, including the public forum, by dialing in to the public call-in line. WORK SESSION MINUTES Call to Order The meeting was called to order at 6:30 pm by HRA Chair Fonnest. Roll Call Commissioners present: Chair Larry Fonnest, Commissioners Maurice Harris, Shep Harris, Gillian Rosenquist and Kimberly Sanberg Staff present: HRA Director Cruikshank, HRA Attorney Cisneros, Physical Development Director Nevinski, Finance Director Virnig, Planning Manager Zimmerman, and Deputy City Clerk Schwalbe 1.Discussion of Metropolitan Council Housing Goals Planning Manager Zimmerman presented the staff report and was available for questions. He provided further details regarding the affordable and life-cycle housing goals provided by the Metropolitan Council as a step towards reenrolling in the Livable Communities Act (LCA) that the City Council adopted in October 2020. 2.Discussion of Meeting Schedule and Bylaw Changes Physical Development Director Nevinski presented the staff report and discussed the reasoning behind the proposed changes including aligning the HRA’s budget and levy approval schedule with that of the City. Commissioner S. Harris stated he would like to revisit the possibility of transitioning to an HRA/Economic Development Authority as opposed to only an HRA as things have changed in the City and with staff since the last time an EDA was discussed. HRA Director Cruikshank responded that the addition of a Housing/Economic Development Manager to staff in 2021 will help facilitate this discussion in the next year or two. November 10, 2020 – 6:30 pm City of Golden Valley HRA Work Session Minutes November 10, 2020 – 6:30 pm The work session was adjourned at 6:54 pm. ________________________________ Larry Fonnest, Chair ATTEST: _________________________ Theresa Schyma, City Clerk In light of the recently declared COVID-19 health pandemic, the Mayor of the City of Golden Valley declared a local emergency under Minnesota Statute, section 12.37. In accordance with that declaration, beginning on March 16, 2020, all meetings of the City Council held during the emergency were conducted by telephone or other electronic means. The City used WebEx to conduct this meeting electronically. Members of the public were able to monitor the meetings by watching it on Comcast cable channel 16, by streaming it on CCXmedia.org, and by dialing in to the public call-in line. The public was able to participate in this meeting during public comment sections, including the public forum, by dialing in to the public call-in line. SPECIAL MEETING MINUTES 1. Call to Order The meeting was called to order at 6:30 pm by Housing and Redevelopment Authority Chair Fonnest. 1A. Roll Call Commissioners present: Chair Larry Fonnest, Commissioners Maurice Harris, Shep Harris, Gillian Rosenquist and Kimberly Sanberg Staff present: HRA Director Cruikshank, HRA Attorney Cisneros, Physical Development Director Nevinski, Finance Director Virnig, and City Clerk Schyma 2. Approval of Agenda Motion by Rosenquist, Second by S. Harris to approve the meeting agenda as submitted. Motion carried 5-0. (In Favor: Fonnest, M. Harris, S. Harris, Rosenquist, Sanberg. Opposed: N/A) 3. Public Comment and Adoption of the HRA 2021 Budget and Levy Resolution #20-06 Finance Director Virnig presented the staff report and was available for questions. She further stated that she received three phone calls from residents prior to the meeting who wanted to discuss the affordability portion of the budget. Chair Fonnest opened the item for public comment. Ruth Paradise, 8515 Duluth Street, is supportive of the budget and levy. She believes the addition of a Housing/Economic Development position to staff will be positive for the City. December 1, 2020 – 6:30 pm City of Golden Valley HRA Special Meeting Minutes December 1, 2020 – 6:30 pm 2 Teresa Belden, 2937 Orchard Avenue North, is supportive of the budget and levy. She believes the prioritization and the diversification of housing options in Golden Valley is important. Cathy Waldhauser, 3220 Orchard Avenue North, is supportive of the budget and levy. She believes the addition of a Housing/Economic Development position to staff will help move many programs along in Golden Valley. Motion by Sanberg, Second by M. Harris to approve Resolution #20-06 to adopt the Housing and Redevelopment Authority’s 2021 Budget and a Tax Levy Payable in 2021 for a Housing Program. Motion carried 5-0. (In Favor: Fonnest, M. Harris, S. Harris, Rosenquist, Sanberg. Opposed: N/A) 4. Consider Modifications to Bylaws Adjusting Meeting Schedule, Resolution #20-05 Physical Development Director Nevinski presented the staff report and was available for questions. He stated that the changes would begin in 2021. Motion by M. Harris, Second by S. Harris to approve Resolution #20-07 in the form approved by the City Attorney for Amending the Housing and Redevelopment Authority By-Laws. Motion carried 5-0. (In Favor: Fonnest, M. Harris, S. Harris, Rosenquist, Sanberg. Opposed: N/A) 5. Adjournment Motion by Sanberg, Second by Rosenquist to adjourn the meeting at 6:51 pm. Motion carried 5-0. (In Favor: Fonnest, M. Harris, S. Harris, Rosenquist, Sanberg. Opposed: N/A) ________________________________ Larry Fonnest, Chair ATTEST: _________________________ Theresa Schyma, City Clerk In light of the recently declared COVID-19 health pandemic, the Mayor of the City of Golden Valley declared a local emergency under Minnesota Statute, section 12.37. In accordance with that declaration, beginning on March 16, 2020, all meetings of the City Council held during the emergency were conducted by telephone or other electronic means. The City used WebEx to conduct this meeting electronically. Members of the public were able to monitor the meetings by watching it on Comcast cable channel 16, by streaming it on CCXmedia.org, and by dialing in to the public call-in line. The public was able to participate in this meeting during public comment sections, including the public forum, by dialing in to the public call-in line. REGULAR MEETING MINUTES 1. Call to Order The meeting was called to order at 6:30 pm by Housing and Redevelopment Authority Chair Fonnest. 1A. Roll Call Commissioners present: Chair Larry Fonnest, Commissioners Maurice Harris, Shep Harris, Gillian Rosenquist and Kimberly Sanberg Staff present: HRA Director Cruikshank, HRA Attorney Cisneros, Physical Development Director Nevinski, Housing/Economic Development Manager Shoquist, Finance Director Virnig, and City Clerk Schyma 1B. Election of Officers Physical Development Director Nevinski presented the staff report. Motion by Rosenquist, Second by S. Harris to approve Maurice Harris as Chairperson for 2021. Motion carried 4-0. (In Favor: Fonnest, S. Harris, Rosenquist, Sanberg. Abstained: M. Harris. Opposed: N/A) Motion by Rosenquist, Second by S. Harris to approve Larry Fonnest as Vice Chairperson for 2021. Motion carried 4-0. (In Favor: M. Harris, S. Harris, Rosenquist, Sanberg. Abstained: Fonnest. Opposed: N/A) Chair Fonnest turned the gavel and meeting over to Chair Maurice Harris. 1C. Introduction of New Housing/Economic Development Manager March 16, 2021 – 6:30 pm City of Golden Valley HRA Regular Meeting Minutes March 16, 2021 – 6:30 pm 2 The HRA welcomed new Housing/Economic Development Manager Cherie Shoquist who then discussed her background. 2. Approval of Agenda Motion by Sanberg, Second by Rosenquist to approve the meeting agenda as submitted. Motion carried 5-0. (In Favor: Fonnest, M. Harris, S. Harris, Rosenquist, Sanberg. Opposed: N/A) 3. Consent Agenda Motion by S. Harris, Second by Rosenquist to approve the Consent Agenda as revised: removal of Item #3C - Approve HRA Resolution No. 21-01 Condemning the Use of Discriminatory Covenants, Discharging Discriminatory Covenants on HRA Property, and Supporting Participation in the Just Deeds Coalition. A. Approval of Minutes: 1. HRA Work Session – February 9, 2021 B. Receive and File Previous Quarter's Financial Reports C. Approve HRA Resolution No. 21-01 Condemning the Use of Discriminatory Covenants, Discharging Discriminatory Covenants on HRA Property, and Supporting Participation in the Just Deeds Coalition 3. Items Removed from the HRA Consent Agenda: 3C. Approve HRA Resolution No. 21-01 Condemning the Use of Discriminatory Covenants, Discharging Discriminatory Covenants on HRA Property, and Supporting Participation in the Just Deeds Coalition HRA Attorney Cisneros provided a summary of the resolution and history of the Just Deeds Coalition. She also discussed the reasoning for the HRA to approve the resolution due to racially restrictive covenants on HRA property. Motion by Fonnest, Second by Sanberg to approve HRA Resolution No. 21-01, Condemning the Use of Discriminatory Covenants, Discharging Discriminatory Covenants on HRA Property, and Supporting Participation in the Just Deeds Coalition. Motion carried 5-0. (In Favor: Fonnest, M. Harris, S. Harris, Rosenquist, Sanberg. Opposed: N/A) 4. Public Hearing 5. Old Business 6. New Business City of Golden Valley HRA Regular Meeting Minutes March 16, 2021 – 6:30 pm 3 7. Adjournment Motion by Rosenquist, Second by S. Harris to adjourn the meeting at 7:13 pm. Motion carried 5-0. (In Favor: Fonnest, M. Harris, S. Harris, Rosenquist, Sanberg. Opposed: N/A) ________________________________ Maurice Harris, Chair ATTEST: _________________________ Theresa Schyma, City Clerk In light of the recently declared COVID-19 health pandemic, the Mayor of the City of Golden Valley declared a local emergency under Minnesota Statute, section 12.37. In accordance with that declaration, beginning on March 16, 2020, all meetings of the City Council held during the emergency were conducted by telephone or other electronic means. The City used WebEx to conduct this meeting electronically. Members of the public were able to monitor the meetings by watching it on Comcast cable channel 16, by streaming it on CCXmedia.org, and by dialing in to the public call-in line. The public was able to participate in this meeting during public comment sections, including the public forum, by dialing in to the public call-in line. WORK SESSION MINUTES Call to Order The work session was called to order at 6:30 pm by HRA Chair Harris. Roll Call Present: Chair Maurice Harris, Commissioners Larry Fonnest, Shep Harris, Gillian Rosenquist and Kimberly Sanberg Staff present: HRA Director Cruikshank, Physical Development Director Nevinski, Housing/Economic Development Manager Shoquist, Planning Manager Zimmerman, City Planner Myles Campbell, and City Clerk Schyma 1. Discussion of Modifications to D’Amico Lease Physical Development Director Nevinski provided a brief summary of the lease. He stated that staff is recommending modifications that would annually renew the lease term automatically, and include provisions allowing termination of the lease with some period of reasonable notice, rather than extend the lease every three years. 2. Capacity Building Project Update Planning Manager Zimmerman and City Planner Campbell presented a summary of the Capacity Building Grant from the Minnesota Housing Finance Agency (MHFA) that was received in 2019. They provided a brief overview of the work to date including legal research, fair housing, community engagement, public land disposition, and next steps. The HRA discussed the need for additional community education and engagement in regards to affordable housing, density of housing, and budget impact prior to the next design event. May 11, 2021 – 6:30 pm City of Golden Valley HRA Work Session Minutes May 11, 2021 – 6:30 pm 2 The work session was adjourned at 7:06 pm. ________________________________ Maurice Harris, Chair ATTEST: _________________________ Theresa Schyma, City Clerk Golden Valley HRA Meeting June 15, 2021 Agenda Item 3. B. Receive and File Quarterly Financial Reports Prepared By Sue Virnig, Finance Director Summary As of June 11, 2021 the HRA has the following expenditures: HRA Expenditures: Amount 9190 Housing Fund $34,775 9250 North Wirth #3 0 9300 Highway 55 West 0 9302 Cornerstone Creek 0 9400 Winnetka/Medicine Lake Road 0 $34.775 Financial Or Budget Considerations The Housing Fund includes salaries/benefits and expenses outlined in the HRA budget and are for the Housing and Economic Development Manager. Recommended Action Motion to receive and file financial reports. Supporting Documents •HRA Funds (1 page) HRA Of Golden Valley Special Revenue 2021 Financial Report 9190 9300 9350 9400 9250 Housing Hwy 55/Cornerstone Winnetka North West TIF (4)Med Lk Rd Wirth #3 Cash Balance @ 03/31/2021 $100,791.98 $196,418.83 $8,402.49 $271,264.21 $9,315.02 Add: Receipts: Less: Interfund Loan Pay Go Note ($34,775.00) Expenditures: Cash Balance @ 06/11/2021 $66,016.98 $196,418.83 $8,402.49 $271,264.21 $9,315.02 Capital Proejcts Golden Valley HRA Meeting June 15, 2021 Agenda Item 6. A. Approval of Amendment and Assignment of the Development Agreement from Golden Villas, LLC to PC Hello, LLC Prepared By Cherie Shoquist, Housing and Economic Development Manager Summary PC Hello, LLC proposes to purchase the Hello Apartments development property from the original developer and existing owner Golden Villas, LLC. Hello Apartments is an approximately $40 million market rate rental development located at 9201 Golden Valley Road with 162 units; 14 alcove, 102 one-bedroom, and 42 two-bedroom units and 166 parking spaces; 112 enclosed and 54 surface spaces. Amenities include a furnished clubroom with a bar and full kitchen, pub room, meeting room, patios, balconies, sky deck, fire pit, gym, dog run, pet wash, and convenient location at the 55 and 169 interchange. The Housing and Redevelopment Authority (HRA) approved and entered into the Development Agreement for the Hello Apartments with Golden Villas on April 21, 2015. Construction was completed in 2018. The HRA issued the Certification of Completion which was recorded by Hennepin County. Golden Villas now wishes to sell the property to PC Hello. If approved, the First Amendment and Assignment of the Development Agreement would confirm the transfer of Hello Apartments from Golden Villas to PC Hello under the terms of the Development Agreement. The Development Agreement permits the sale and assignment after the issuance of the Certification of Completion provided that the purchaser is reasonably determined by the HRA to be of sufficient financial condition, experience, and reputation to perform fully under the agreement. Baker Tilly Municipal Advisors conducted a Financial Capacity Review of PC Hello, LLC and Peak Capital Partners, LLC on June 7, 2021. PC Hello is affiliated with and managed by Peak Capital Partners. The review indicates that Peak Capital Partners have access to the financial capacity necessary to support the ongoing obligations under the Development Agreement. If the HRA approves the sale and assignment from Golden Villas to PC Hello, the Development Agreement provides that Golden Villas shall be released from any obligation or liability and Bradley Hoyt shall be released from his guaranty. Notwithstanding its sale of the development property, Golden Villas shall continue to receive payments on the $2,622,020 Tax Increment Note through February 1, 2033. HRA Regular Meeting Executive Summary City of Golden Valley June 15, 2021 2 Financial Or Budget Considerations No financial or budget impact. Recommended Action Approve the First Amendment and Assignment of the Private Development Agreement from Golden Villas, LLC to PC Hello, LLC. Supporting Documents • PC Hello, LLC & Peak Capital Partners, LLC – Financial Capacity Review • First Amendment and Assignment of Golden Villas, LLC Private Development Agreement Baker Tilly Municipal Advisors, LLC is a registered municipal advisor and controlled subsidiary of Baker Tilly US, LLP, an accounting firm. Baker Tilly US, LLP trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2020 Baker Tilly Municipal Advisors, LLC Baker Tilly Municipal Advisors 380 Jackson Street, Suite 300 Saint Paul, Minnesota 55101 bakertilly.com MEMORANDUM TO: Tim Cruikshank, HRA Director City of Golden Valley, Minnesota FROM: Thomas Denaway, Director DATE: June 7, 2021 SUBJECT: PC Hello, LLC & Peak Capital Partners, LLC – Financial Capacity Review Baker Tilly Municipal Advisors has reviewed the following materials with regard to the above referenced project: • Peak Capital Partners Firm Overview • PC Hello, LLC Property Ownership Org Chart • Balance Sheet as of December 31, 2020 – Peak Capital Partners, LLC • Profit/Loss Report January – December 31, 2020 – Peak Capital Partners, LLC • Balance Sheet as of December 31, 2020 – Peak Capital Partners, LLC • Profit/Loss Report January – December 31, 2020 – Peak Capital Partners, LLC • Balance Sheet as of December 31, 2020 – Peak Capital Partners, LLC • Profit/Loss Report January – December 31, 2020 – Peak Capital Partners, LLC For this project, PC Hello, LLC is proposing the acquisition of the Hello Apartments property from the original developer and existing owner Golden Villas, LLC. The utilization of Tax Increment Financing in the original development of the site has resulted in an active TIF Development Agreement between the City of Golden Valley and Golden Villas, LLC. Additionally, Golden Villas, LLC has an outstanding TIF Note which the is being repaid from a portion of the annual TIF revenue on a pay-as-you-go basis. As part of the acquisition the purchaser PC Hello, LLC. is seeking the assignment of the TIF Development Agreement to them from Golden Villas, LLC. Assignment of the TIF Development Agreement would obligate PC Hello, LLC to confirm to the terms of the agreement through the remaining term of the TIF District. The TIF Note Obligation of the City will stay with the existing holder Golden Villas, LLC and will not be reassigned. The purchaser PC Hello, LLC is a newly created Single-Purpose Entity, which is affiliated with and managed by Peak Capital, LLC. The City requested that we review financial information for Peak Capital, LLC to determine their financial viability as it related to the requested reassignment of the TIF Development Agreement and their ability to maintain the obligations of the agreement. Developer Review Our review of the submitted financial materials for Peak Capital, LLC indicates they have access to the financial capacity necessary to support the ongoing obligations of the TIF Deve lopment Agreement. If you need further information, please feel free to contact us. 1 (Space above reserved for recording information) ______ _ FIRST AMENDMENT AND ASSIGNMENT OF GOLDEN VILLAS, LLC PRIVATE DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT AND ASSIGNMENT OF GOLDEN VILLAS, LLC PRIVATE DEVELOPMENT AGREEMENT (the “First Amendment”) is dated as of June ___, 2021, and is made and entered into by and among the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY, a public body corporate and politic established and existing under Minnesota Statutes, Section 460.001 et seq., with its principal offices at 7800 Golden Valley Road, Golden Valley, Minnesota 55427 (the “HRA”); and GOLDEN VILLAS, LLC, a Minnesota limited liability company with its principal place of business at 1907 Wayzata Boulevard, Wayzata, Minnesota 55391 (“Golden Villas”); and PC HELLO, LLC, a Delaware limited liability company with its principal office located at 4956 N. 300 West, Suite 300, Provo, UT 84604 (“PC Hello”). The HRA, Golden Villas, and PC Hello are each referred to herein as a “Party,” and collectively as the “Parties.” WHEREAS, the HRA and Golden Villas entered into the Golden Villas, LLC Private Development Agreement, dated April 21, 2015, and filed with the Hennepin County Registrar of Titles on June 4, 2015 as Document No. T05260959 and recorded with the Hennepin County Recorder as Document No. A10198823 (the “Development Agreement”); and WHEREAS, Golden Villas wishes to convey the Development Property to PC Hello pursuant to section 8.1 of the Development Agreement and that certain real estate Purchase and Sale Agreement having an effective date of March 17, 2021 (the “Purchase Agreement”); and WHEREAS, the HRA has reviewed the financial condition of PC Hello and determined that PC Hello is of sufficient financial condition, experience, and reputation to perform fully under the Development Agreement; and WHEREAS, the Parties now wish to enter into this First Amendment to permit the 2 transfer of the Development Property by Golden Villas to PC Hello, subject to the terms of the Development Agreement. NOW THEREFORE, the Parties hereby agree as follows: l. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Development Agreement. 2. In accordance with section 8.1 of the Development Agreement, the HRA consents to the sale of the Development Property by Golden Villas to PC Hello pursuant to the terms of the Purchase Agreement. The HRA’s consent to the sale of the Development Property to PC Hello is contingent on PC Hello’s acceptance of the terms of the Development Agreement as amended by this First Amendment. 3. Golden Villas hereby assigns and transfers unto PC Hello all of its right, title, and interest in and under the Development Agreement, and PC Hello agrees to accept such right and interest subject to the terms and conditions hereof. PC Hello, for itself, its heirs, representatives, successors, and assigns, agrees to be bound by the terms and conditions of the Development Agreement as amended hereby and shall not sell, transfer, mortgage, or otherwise assign any portion of the Development Property except as permitted in the Development Agreement. The foregoing assignment and assumption shall become effective as of the date PC Hello receives legal title from Golden Villas by valid deed effectively conveying to PC Hello marketable title in the Development Property. 4. Notwithstanding its sale of the Development Property, Golden Villas shall continue to receive payments on the Tax Increment Note as required therein. 5. Golden Villas shall record this First Amendment and the transfer documents for the sale of the Development Property, pay all recording fees in connection therewith, and deliver an original signed and recorded copy of this First Amendment to the HRA. 6. The HRA hereby acknowledges that the Golden Villas has deposited with the HRA the sum of $5,000, to be used for reimbursement of the HRA’s expenses incurred in connection with the review and preparation of this Amendment. The HRA agrees that it shall, in accordance with that certain Deposit Agreement dated May 27, 2021, return the balance of such funds remaining, if any, to Golden Villas upon receipt of a recorded copy of this First Amendment. 7. As amended hereby, the Development Agreement continues in full force and effect. To the knowledge of the HRA there are no defaults by Golden Villas under the Development Agreement that have not been waived or cured. Golden Villas and PC Hello agree that the HRA is not currently in default under the Development Agreement, and any prior defaults by the HRA are hereby waived. Golden Villas also agrees that the HRA has made all payments of principal and accrued interest under the Tax Increment Note and any amendments to the Tax Increment Note when due, and that the HRA is _not in default thereunder. 8. The City of Golden Valley is not a Party under this Agreement. 3 [Remainder of Page Blank. Signature Page to Follow] IN WITNESS WHEREOF, the Parties have duly executed this Amendment as of the date first above written. HOUSING AND DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY Maurice Harris, Chair Timothy Cruikshank, Director STATE OF MINNESOTA ) ) SS. COUNTY OF HENNEPIN ) This instrument was acknowledged before me on _____ day of ___________________, 2021, by Maurice Harris and Timothy Cruikshank, the Chair and Director, respectively, of the HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF GOLDEN VALLEY. 4 GOLDEN VILLAS, LLC, a Minnesota limited liability company ______________________________________ By: _________________________________ Its: _______________ STATE OF ___________ ) ) SS. COUNTY OF ___________ ) This instrument was acknowledged before me on _____ day of ___________________, 2021, by ______________________, the _________________________ of GOLDEN VILLAS, LLC, a Minnesota limited liability company, on behalf of said company. 5 PC HELLO, LLC, a Delaware limited liability company By: Peak Aries 2021, L.P., a Delaware limited partnership, its Manager By: PC GP Aries 2021, LLC, a Utah limited liability company, its General Partner By: PCMFM, LLC, a Utah limited liability company, its Manager By: _______________________ Name: _______________________ Title: Manager STATE OF UTAH ) ) SS. COUNTY OF UTAH ) This instrument was acknowledged before me on _____ day of ___________________, 2021, by _________, the manager of PCMFM, LLC, which is the manager of PC GP Aries 2021, LLC, which is the general partner of Peak Aries 2021, L.P., which is the manager of PC HELLO, LLC, a Delaware limited liability company, on behalf of said company. THIS INSTRUMENT WAS DRAFTED BY: City of Golden Valley (MTC) 7800 Golden Valley Road Golden Valley, MN 55427 . EXHIBIT A Description of Development Property Lot 1, Block 1, Golden Villas PUD No. 118, Hennepin County Golden Valley HRA Meeting June 15, 2021 Agenda Item 6.B. Approve Amended Lease with D’Amico Catering, LLC Prepared By Marc Nevinski, Physical Development Director Summary In 2009 the HRA entered into a lease agreement with D’Amico Catering, LLC for $1.00 per year in exchange for the use and maintenance of a small, vacant property, located at 1201 Turners Crossroad S, adjacent to the Metropolitan Ballroom. The parcel was previously occupied by a veterinary clinic that been demolished by the City, but had not been fully restored. In 2008 D’Amico approached the City about removing the remaining debris and grading the site. In exchange, D’Amico would install irrigation, sod, and maintain the site. The parties subsequently entered into a lease agreement. The lease had an initial term of three years, and was extended for an additional three years in 2012, 2015 and 2018. The arrangement to maintain the site has been beneficial, and staff believes it should continue. Staff proposed in an HRA work session in May extending the lease for a longer period of time. The lease term has been amended to run to May 14, 2024, with three, three-year automatic renewal terms. The lease may be terminated by either party no later than 90 days prior to the expiration of the current term. D’Amico Catering, LLC is agreeable to the terms of the amended lease. Financial Or Budget Considerations There is no direct financial or budget impact to the lease amendment. Recommended Action Motion to approve the lease extension with D’Amico Catering LLC and authorize the execution of the lease by the Chair and Executive Director, in a form approved by the City Attorney. Supporting Documents •Amendment Extending Lease •Location Map AMENDMENT EXTENDING LEASE This Amendment Extending Lease is entered into effective as of June 3, 2021, by and between the Housing and Redevelopment Authority in and for the City of Golden Valley, public body corporate under the laws of the State of Minnesota (“Lessor”), and D’Amico Catering, LLC, a Minnesota limited liability company (“Lessee”). RECITALS The parties entered into a Lease extension effective as of May 14, 2018, of real property located in the City of Golden Valley, County of Hennepin, and State of Minnesota, legally described as: Tract B, Registered Land Survey No. 0106. The Lease expired on May 14, 2021. Accordingly, the parties wish to amend that Lease by extending its term. AMENDMENT EXTENDING LEASE 1. Term. As of June 3, 2021, Lessor and Lessee hereby amend the above- referenced lease by extending its term from May 14, 2021 to May 14, 2024. (“Termination Date”). 2. Renewals. This Lease shall be automatically renewed for one (1) three (3) year “Renewal Term” unless either party sends written notice of non-renewal to the other party no later than ninety (90) days prior to the expiration of the Initial Term. This Lease shall automatically be extended for two (2) additional three (3) year terms unless either Party terminates it at the end of the then current term by giving the other written notice of the intent to terminate no later than ninety (90) days prior to the expiration of the then current term. 3. The parties hereby ratify all other terms of the Lease. IN WITNESS WHEREOF, the Lessor and the Lessee have caused these presents to be executed in form and manner sufficient to bind them at law, as of the day and year first above written. [Remainder of page intentionally left blank. Signature page follows.] 2 LESSOR: LESSEE: Housing and Redevelopment Authority in D’Amico Catering, LLC and for the City of Golden Valley Maurice Harris, Chair By: Cathy Bovard Its: Director of Operations, D’Amico Catering LLC Timothy J. Cruikshank, Director STATE OF MINNESOTA }SS. COUNTY OF HENNEPIN The foregoing instrument was acknowledged before me this ____ day of ______, 2021, by Maurice Harris and Timothy J. Cruikshank, the Chair and Director respectively of the Housing and Redevelopment Authority in and for the City of Golden Valley, public body corporate under the laws of the State of Minnesota, on behalf of the City, Lessor. ____________________________________________ Notary Public STATE OF MINNESOTA }SS. COUNTY OF ___________ The foregoing instrument was acknowledged before me this third day of June, 2021 by Cathy Bovard, the Director of Operations of D’Amico Catering, LLC, a Minnesota limited liability company, Lessee. ____________________________________________ Notary Public This instrument was drafted by: City of Golden Valley (MTC) 7800 Golden Valley Road Golden Valley, MN 55427 Lea sed Property901 Xenia Ave S5500Wayzata Blvd 5418 5320540054105420 5411Circle Down 1201TurnersCrossroad S 5410 5426Wayzata Blvd I n t e r s t a t e H w y 3 9 4 Circle Down Turners Crossroad SGolden Hills Dr I n t e r s t a t e H w y 3 9 4 0 100 20050Feet D'Amico Lease 1201 Tur ner s Cr ossr oad STract B , R.L.S. 106 by the City of Golden Valley, 5/6/2021 I