1 CITY OF ST. ANTHONY 2 HOUSING AND REDEVELOPMENT ...

CITY OF ST. ANTHONY 1 HOUSING AND REDEVELOPMENT AUTHORITY MEETING 2

FEBRUARY 9, 2021 3 4

CALL TO ORDER. 5 6

Chair Stille called the meeting to order at 8:06 p.m. 7 8

ROLL CALL. 9 10

Present: Chair Stille, Commissioners Webster, Jenson, and Randle and Walker 11 Absent: Executive Director Charlie Yunker 12 Also Present: 13

14 I. APPROVAL OF FEBRUARY 9, 2021 H.R.A. AGENDA. 15

16 Motion by Commissioner Webster, seconded by Commissioner Jenson, to approve the February 17 9, 2021 Housing and Redevelopment Authority Agenda as presented. 18

Motion carried 5-0. 19 20

II. CONSENT AGENDA. 21 22

A. H.R.A. Meeting Minutes of January 26, 2021; and 23 B. Claims.24

25 Motion by Commissioner Jenson, seconded by Commissioner Randle, to approve the Consent 26 Agenda, which consisted of: 27

Motion carried 5-0. 28 29

III. PUBLIC HEARINGS – NONE.30 31

IV. GENERAL POLICY BUSINESS OF THE H.R.A. – NONE.32 33

V. STAFF REPORTS – NONE. 34 35

VI. H.R.A. COMMISSIONER COMMENTS – NONE.36 37

VII. INFORMATION AND ANNOUNCEMENTS – NONE.38 39

VIII. ADJOURNMENT.40 41

Chair Stille adjourned the meeting at 8:10 p.m. 42 43

Respectfully submitted, 44 Debbie Wolfe 45 TimeSaver Off Site Secretarial, Inc. 46

47 ATTEST: ________________________________ Chair 48

City Clerk 49

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MEMORANDUM TO: Charlie Yunker – City Manager and HRA Executive Director

FROM: Stacie Kvilvang - Ehlers

DATE: March 23, 2021

SUBJECT: Public Hearing on TIF Lowry Grove TIF District

Overview: The City is considering establishing the Lowry Grove Tax Increment Financing District (the “District) to facilitate the redevelopment of the former Lowry Grove Mobile Home Park and Bremer Bank site. The District consists of 2 parcels of land as noted in the table below and adjacent and internal rights-of-way and is approximately 17 acres in size.

The City has had several projects come forward over the past several years to redevelop the area with varying forms of rental housing. All projects have requested tax increment financing in order to undertake the projects. Over the last year, the City has given preliminary approval for assistance to two (2) projects in the proposed District, of which only one is moving forward at this time. Based upon the historical interest in redeveloping this area, it was determined to place both parcels into one larger district in order to be flexible to accommodate any future TIF requests the City and HRA may deem to be warranted. The duration of this redevelopment TIF district will be 25 years from the date of receipt of the first increment, which is anticipated in 2023. Thus, it is estimated that the District, would terminate at the earlier of satisfaction of payment on any pay-as-you-go TIF Notes within the District or on December 31, in 2048. We anticipate that the District will be decertified earlier than 2048 since currently the only obligation proposed for the District should be repaid in 9 years. TIF District Criteria: The City hired LHB Architects to complete an inventory for the parcels and concluded that parcels consisting of 70 percent of the area in the District are occupied by buildings, streets, utilities, or other improvements. LHB also conducted an interior and exterior inspection of all the parcels/properties and concluded that more than 50 percent of the buildings in the District, not including outbuildings, are structurally substandard to a degree requiring substantial renovation or clearance (meaning the buildings could not be modified to satisfy the building code at a cost of less than 15 percent of the cost of constructing a new structure of the same square footage and type on the site). The report can be found in Appendix D of the TIF Plan.

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TIF District Budget: To develop the budget for the District, we took into consideration Development 65’s proposed development (135 units), what Trident had proposed on the Bremer Bank site (75 units) and then what previous developers had proposed for development on the remaining portion of the Lowry Grove site (279 units). This totals approximately 489 units of multi-family housing. The TIF District budget is a maximum budget, meaning that over the term of the District, the amount of TIF received cannot exceed what is noted for Project Costs Total in the budget ($35,604,814). If that were to happen, the City and HRA would have to modify the budget which would entail going through the entire notification and public hearing process as if the City and HRA were establishing a new district. In order to alleviate this as a future consideration and cost, we add annual inflation to the proposed development to increase the budget.

The budget is just that, a budget for TIF reporting purposes. It has no relation to the amount of TIF assistance provided or that will actually be generated (as long as the TIF assistance doesn’t go over the Project Cost Total, which is extremely unlikely). The amount of assistance is negotiated for each project and is approved under a separate TIF agreement for each project. The City and HRA will retain 10% of the TIF generated for administrative costs of the District or for other redevelopment activities within the City and within Hennepin County Interfund Loan: The City is approving an interfund loan (IFL) of $25,000 to cover any future administrative costs associated with the District that are not covered by the Developer until such time there is adequate administrative TIF (10%) generated. Any funds advanced under the IFL will carry an interest rate of 4%, which is the statutory maximum rate.

Please contact me at 651-697-8506 with any questions.

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MODIFICATION TO THE DEVELOPMENT PROGRAM

Redevelopment Project Area No. 3

- AND -

TAX INCREMENT FINANCING PLAN Establishment of Lowry Grove

(a redevelopment district)

St. Anthony Housing & Redevelopment Authority City of St. Anthony, Hennepin County, Minnesota

Public Hearing: March 23, 2021

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St. Anthony Housing & Redevelopment Authority Lowry Grove 2

Table of Contents Modification to the Development Program for Redevelopment Project Area No. 3 ...................... 3

Foreword ................................................................................................................................... 3

Tax Increment Financing Plan for the Lowry Grove ...................................................................... 4

Foreword ................................................................................................................................... 4

Statutory Authority .................................................................................................................... 4

Statement of Objectives ............................................................................................................ 4

Development Program Overview .............................................................................................. 4

Description of Property in the District and Property to be Acquired .......................................... 5

Classification of the District ....................................................................................................... 5

Duration and First Year of Tax Increment of the District ........................................................... 6

Original Tax Capacity, Tax Rate and Estimated Captured Net Tax Capacity Value/Increment and Notification of Prior Planned Improvements ....................................................................... 6

Sources of Revenue/Bonds to be Issued .................................................................................. 7

Uses of Funds ........................................................................................................................... 8

Estimated Impact on Other Taxing Jurisdictions ....................................................................... 9

Supporting Documentation ..................................................................................................... 10

Administration of the District ................................................................................................... 11

Appendix A: Map of Redevelopment Project Area No. 3 and the TIF District ........................ 12

Appendix B: Estimated Cash Flow for the District .................................................................. 13

Appendix C: Findings Including But/For Qualifications .......................................................... 14

Appendix D: Redevelopment Qualifications for the District .................................................... 16

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Modification to the Development Program for Redevelopment Project Area No. 3

Foreword The following text represents a Modification to the Development Program for Redevelopment Project Area No. 3. This modification represents a continuation of the goals and objectives set forth in the Development Program for Redevelopment Project Area No. 3. Generally, the substantive changes include the establishment of the Lowry Grove TIF District. For further information, a review of the Development Program for Redevelopment Project Area No. 3, is recommended. It is available from the City Manager at the City of St. Anthony. Other relevant information is contained in the Tax Increment Financing Plans for the Tax Increment Financing Districts located within Redevelopment Project Area No. 3.

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Tax Increment Financing Plan for the Lowry Grove

Foreword The St. Anthony Housing & Redevelopment Authority (the "HRA"), the City of St. Anthony (the "City"), staff and consultants have prepared the following information to expedite the Establishment of the Lowry Grove TIF District (the "District"), a redevelopment tax increment financing district, located in Redevelopment Project Area No. 3.

Statutory Authority Within the City, there exist areas where public involvement is necessary to cause development or redevelopment to occur. To this end, the HRA and City have certain statutory powers pursuant to Minnesota Statutes ("M.S."), Sections 469.001 - 469.047, inclusive, as amended, and M.S., Sections 469.174 to 469.1794, inclusive, as amended (the "Tax Increment Financing Act" or "TIF Act"), to assist in financing public costs related to this project. This section contains the Tax Increment Financing Plan (the "TIF Plan") for the District. Other relevant information is contained in the Modification to the Development Program for Redevelopment Project Area No. 3.

Statement of Objectives The District currently consists of two parcels of land and adjacent roads and internal rights-of-way. The District is being created to facilitate the construction of approximately 489 units of apartments, of which Phase I will consist of a 135-unit senior apartment with independent living, assisted living and memory care units. Phase II will consist of approximately 129 units of senior assisted living and Phase III will consist of approximately 225 units of market rate apartments. The HRA anticipates entering into an agreement with Development 65 for the Phase I development and development is anticipated to begin in the spring of 2021. This TIF Plan is expected to achieve many of the objectives outlined in the Development Program for Redevelopment Project Area No. 3. The activities contemplated in the Modification to the Development Program and the TIF Plan do not preclude the undertaking of other qualified development or redevelopment activities. These activities are anticipated to occur over the life of Redevelopment Project Area No. 3 and the District.

Development Program Overview Pursuant to the Development Program and authorizing state statutes, the HRA or City is authorized to undertake the following activities in the District: 1. Property to be Acquired - Selected property located within the District may be

acquired by the HRA or City and is further described in this TIF Plan.

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2. Relocation - Relocation services, to the extent required by law, are available pursuant to M.S., Chapter 117 and other relevant state and federal laws.

3. Upon approval of a developer's plan relating to the project and completion of the

necessary legal requirements, the HRA or City may sell to a developer selected properties that it may acquire within the District or may lease land or facilities to a developer.

4. The HRA or City may perform or provide for some or all necessary acquisition,

construction, relocation, demolition, and required utilities and public street work within the District.

Description of Property in the District and Property to be Acquired The District encompasses all property and adjacent rights-of-way and abutting roadways identified by the parcels listed below.

Parcel number Address Owner07-029-23-23-0001 2501 Lowry Ave NE The Village LLC07-029-23-23-0002 2401 Lowry Ave NE Bremer Bank NA

Please also see the map in Appendix A for further information on the location of the District. The HRA or City may acquire any parcel within the District including interior and adjacent street rights of way. Any properties identified for acquisition will be acquired by the HRA or City only in order to accomplish one or more of the following: storm sewer improvements; provide land for needed public streets, utilities and facilities; carry out land acquisition, site improvements, clearance and/or development to accomplish the uses and objectives set forth in this plan. The HRA or City may acquire property by gift, dedication, condemnation or direct purchase from willing sellers in order to achieve the objectives of this TIF Plan. Such acquisitions will be undertaken only when there is assurance of funding to finance the acquisition and related costs.

Classification of the District The HRA and City, in determining the need to create a tax increment financing district in accordance with M.S., Sections 469.174 to 469.1794, as amended, inclusive, find that the District, to be established, is a redevelopment district pursuant to M.S., Section 469.174, Subd. 10(a)(1). $ The District is a redevelopment district consisting of two parcels. $ An inventory shows that parcels consisting of more than 70 percent of the area in the District

are occupied by buildings, streets, utilities, paved or gravel parking lots or other similar structures.

$ An inspection of the buildings located within the District finds that more than 50 percent of the buildings are structurally substandard as defined in the TIF Act. (See Appendix D).

Pursuant to M.S., Section 469.176, Subd. 7, the District does not contain any parcel or part of a parcel that qualified under the provisions of M.S., Sections 273.111, 273.112, or 273.114 or Chapter 473H for taxes payable in any of the five calendar years before the filing of the request for certification of the District.

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Duration and First Year of Tax Increment of the District Pursuant to M.S., Section 469.175, Subd. 1, and Section 469.176, Subd. 1, the duration and first year of tax increment of the District must be indicated within the TIF Plan. Pursuant to M.S., Section 469.176, Subd. 1b., the duration of the District will be 25 years after receipt of the first increment by the HRA or City (a total of 26 years of tax increment). The HRA or City elects to receive the first tax increment in 2023, which is no later than four years following the year of approval of the District. Thus, it is estimated that the District, including any modifications of the TIF Plan for subsequent phases or other changes, would terminate after 2048, or when the TIF Plan is satisfied. The HRA or City reserves the right to decertify the District prior to the legally required date.

Original Tax Capacity, Tax Rate and Estimated Captured Net Tax Capacity Value/Increment and Notification of Prior Planned Improvements Pursuant to M.S., Section 469.174, Subd. 7 and M.S., Section 469.177, Subd. 1, the Original Net Tax Capacity (ONTC) as certified for the District will be based on the market values placed on the property by the assessor in 2020 for taxes payable 2021. Pursuant to M.S., Section 469.177, Subds. 1 and 2, the County Auditor shall certify in each year (beginning in the payment year 2023) the amount by which the original value has increased or decreased as a result of: 1. Change in tax exempt status of property; 2. Reduction or enlargement of the geographic boundaries of the district; 3. Change due to adjustments, negotiated or court-ordered abatements; 4. Change in the use of the property and classification; 5. Change in state law governing class rates; or 6. Change in previously issued building permits. In any year in which the current Net Tax Capacity (NTC) value of the District declines below the ONTC, no value will be captured, and no tax increment will be payable to the HRA or City. The original local tax rate for the District will be the local tax rate for taxes payable 2021, assuming the request for certification is made before June 30, 2021. The ONTC and the Original Local Tax Rate for the District appear in the table below. Pursuant to M.S., Section 469.174 Subd. 4 and M.S., Section 469.177, Subd. 1, 2, and 4, the estimated Captured Net Tax Capacity (CTC) of the District, within Redevelopment Project Area No. 3, upon completion of the projects within the District, will annually approximate tax increment revenues as shown in the table below. The HRA and City request 100 percent of the available increase in tax capacity for repayment of its obligations and current expenditures, beginning in the tax year payable 2023. The Project Tax Capacity (PTC) listed is an estimate of values when the projects within the District are completed.

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Project estimated Tax Capacity upon completion 2,160,322

Original estimated Net Tax Capacity 91,925

Fiscal Disparities 0

Estimated Captured Tax Capacity 2,068,397

Original Local Tax Rate 144.6450% Pay 2021

Estimated Annual Tax Increment $2,991,833

Percent Retainted by the City 100%

Project Tax Capacity

Note: Tax capacity includes a 3.0% inflation factor for the duration of the District. The tax capacity included in this

chart is the estimated tax capacity of the District in year 25. The tax capacity of the District in year one is estimated to be $151,875.

Pursuant to M.S., Section 469.177, Subd. 4, the HRA shall, after a due and diligent search, accompany its request for certification to the County Auditor or its notice of the District enlargement pursuant to M.S., Section 469.175, Subd. 4, with a listing of all properties within the District or area of enlargement for which building permits have been issued during the eighteen (18) months immediately preceding approval of the TIF Plan by the municipality pursuant to M.S., Section 469.175, Subd. 3. The County Auditor shall increase the original net tax capacity of the District by the net tax capacity of improvements for which a building permit was issued. The City is reviewing the area to be included in the District to determine if any building permits have been issued during the 18 months immediately preceding approval of the TIF Plan by the City.

Sources of Revenue/Bonds to be Issued

The total estimated tax increment revenues for the District are shown in the table below:

SOURCESTax Increment 51,389,143$ Interest 5,138,914

TOTAL 56,528,057$ The costs outlined in the Uses of Funds will be financed primarily through the annual collection of tax increments. The HRA or City reserves the right to incur bonds or other indebtedness as a result of the TIF Plan. As presently proposed, the projects within the District will be financed by pay-as-you-go notes and interfund loans. Any refunding amounts will be deemed a budgeted cost without a formal TIF Plan Modification. This provision does not obligate the HRA or City to incur debt. The HRA or City will issue bonds or incur other debt only upon the determination that such action is in the best interest of the City. The HRA or City may issue bonds (as defined in the TIF Act) secured in whole or in part with tax increments from the District in a maximum principal amount of $35,604,814. Such bonds may be in the form of pay-as-you-go notes, revenue bonds or notes, general obligation bonds, or interfund loans. This estimate of total bonded indebtedness is a cumulative statement of authority under this TIF Plan as of the date of approval.

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Uses of Funds

Currently under consideration for the District is a proposal to facilitate the construction of approximately 489 units of apartments, of which Phase I will consist of a 135-unit senior apartment with independent living, assisted living and memory care units. Phase II will consist of approximately 129 units of senior assisted living and Phase III will consist of approximately 225 units of market rate apartments. The HRA and City have determined that it will be necessary to provide assistance to the projects for certain District costs, as described. The HRA has studied the feasibility of the development or redevelopment of property in and around the District. To facilitate the establishment and development or redevelopment of the District, this TIF Plan authorizes the use of tax increment financing to pay for the cost of certain eligible expenses. The estimate of public costs and uses of funds associated with the District is outlined in the following table.

USESLand/Building Acquisition 7,335,000$ Site Improvements/Preparation 3,000,000 Utilities 1,500,000 Other Qualifying Improvements 18,630,900 Administrative Costs (up to 10%) 5,138,914

PROJECT COSTS TOTAL 35,604,814$ Interest 20,923,243

PROJECT AND INTEREST COSTS TOTAL 56,528,057$ The total project cost, including financing costs (interest) listed in the table above does not exceed the total projected tax increments for the District as shown in the Sources of Revenue section. Estimated costs associated with the District are subject to change among categories without a modification to this TIF Plan. The cost of all activities to be considered for tax increment financing will not exceed, without formal modification, the budget above pursuant to the applicable statutory requirements. Pursuant to M.S., Section 469.1763, Subd. 2, no more than 25 percent of the tax increment paid by property within the District will be spent on activities related to development or redevelopment outside of the District but within the boundaries of Redevelopment Project Area No. 3, (including administrative costs, which are considered to be spent outside of the District) subject to the limitations as described in this TIF Plan.

Fiscal Disparities Election Pursuant to M.S., Section 469.177, Subd. 3, the HRA or City may elect one of two methods to calculate fiscal disparities. The HRA will choose to calculate fiscal disparities by clause b (inside).

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Estimated Impact on Other Taxing Jurisdictions The estimated impact on other taxing jurisdictions assumes that the redevelopment contemplated by the TIF Plan would occur without the creation of the District. However, the HRA or City has determined that such development or redevelopment would not occur "but for" tax increment financing and that, therefore, the fiscal impact on other taxing jurisdictions is $0. The estimated fiscal impact of the District would be as follows if the "but for" test was not met:

Entity2020/Pay 2021 Total Net Tax

Capacity

Estimated Captured Tax

Capacity (CTC) upon completion

Percent of CTC to

Entity Total

Hennepin County 2,088,042,783 2,068,397 0.0991%St. Anthony Village 7,633,470 2,068,397 27.0964%ISD 282 (St. Anthony- New Brighton) 7,633,470 2,068,397 27.0964%

Impact on Tax Base

Entity Pay 2021 Extension Rate

Percent of Total CTC Potential

Taxes

Hennepin County 38.2100% 26.42% 2,068,397 $ 790,335 St. Anthony Village 65.6780% 45.41% 2,068,397 1,358,482 ISD 282 (St. Anthony- New Brighton)

31.6790% 21.90% 2,068,397 655,248

Other 9.0780% 6.28% 2,068,397 187,769 144.6450% 100.00% $ 2,991,833

Impact on Tax Rates

The estimates listed above display the captured tax capacity when all construction is completed. The tax rates used for calculations are Pay 2021 rates. The total net capacity for the entities listed above are based on Pay 2021 figures. The District will be certified under the Pay 2021 rates. Pursuant to M.S. Section 469.175 Subd. 2(b):

(1) Estimate of total tax increment. It is estimated that the total amount of tax increment that will be generated over the life of the District is $51,389,143;

(2) Probable impact of the District on city provided services and ability to issue debt. An

impact of the District on police protection is expected. With any addition of new residents, police calls for service will be increased. New developments add an increase in traffic, and additional overall demands to the call load. The City does not expect that the proposed development, in and of itself, will necessitate new capital investment in vehicles or facilities.

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The probable impact of the District on fire protection is not expected to be significant. Typically, new buildings generate few calls, if any, and are of superior construction and sprinklered. The City does not expect that the proposed development, in and of itself, will necessitate new capital investment in vehicles or facilities.

The impact of the District on public infrastructure is expected to be minimal. The Phase I developer is required to upgrade any utilities and address storm water ponding and runoff for the area. Based on the development plans, there are no additional costs associated with street maintenance, sweeping, plowing, lighting and sidewalks. The probable impact of any District general obligation tax increment bonds on the ability to issue debt for general fund purposes is expected to be minimal. It is not anticipated that there will be any general obligation debt issued in relation to this project, therefore there will be no impact on the City's ability to issue future debt or on the City's debt limit.

(3) Estimated amount of tax increment attributable to school district levies. It is estimated

that the amount of tax increments over the life of the District that would be attributable to school district levies, assuming the school district's share of the total local tax rate for all taxing jurisdictions remained the same, is $11,254,842;

(4) Estimated amount of tax increment attributable to county levies. It is estimated that the

amount of tax increments over the life of the District that would be attributable to county levies, assuming the county's share of the total local tax rate for all taxing jurisdictions remained the same, is $13,575,161;

(5) Additional information requested by the county or school district. The City is not aware

of any standard questions in a county or school district written policy regarding tax increment districts and impact on county or school district services. The county or school district must request additional information pursuant to M.S. Section 469.175 Subd. 2(b) within 15 days after receipt of the tax increment financing plan.

No requests for additional information from the county or school district regarding the proposed development for the District have been received.

Supporting Documentation Pursuant to M.S. Section 469.175, Subd. 1 (a), clause 7 the TIF Plan must contain identification and description of studies and analyses used to make the determination set forth in M.S. Section 469.175, Subd. 3, clause (b)(2) and the findings are required in the resolution approving the District.

(i) In making said determination, reliance has been placed upon (1) written representation made by the developer to such effects, (2) review of the developer’s proforma; and (3) City staff awareness of the feasibility of developing the project site within the District, which is further outlined in the City Council resolution approving the establishment of the TIF District and Appendix C.

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(ii) A comparative analysis of estimated market value both with and without establishment of the TIF District and the use of tax increments has been performed. Such analysis is included with the cashflow in Appendix B and indicates that the increase in estimated market value of the proposed development (less the indicated subtractions) exceeds the estimated market value of the site absent the establishment of the TIF District and the use of tax increments.

Administration of the District Administration of the District will be handled by the City Manager.

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Appendix A: Map of Redevelopment Project Area No. 3 and the TIF District

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Parcels

Lowry TIF District

Redevelopment Project Area No. 3

Legend

Lowry GroveTax Increment Financing District

December 30, 2020Prepared by Ehlers & Associates

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Appendix B: Estimated Cash Flow for the District

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3/8/2021

Lowry Grove TIF District City of St. Anthony, MN

264-Units of Senior Living/Care and 225-Market Rate Units

ASSUMPTIONS AND RATES

DistrictType: RedevelopmentDistrict Name/Number:County District #: Exempt Class Rate (Exempt) 0.00%First Year Construction or Inflation on Value 2021 Commercial Industrial Preferred Class Rate (C/I Pref.)Existing District - Specify No. Years Remaining First $150,000 1.50%Inflation Rate - Every Year: 3.00% Over $150,000 2.00%Interest Rate: 4.00% Commercial Industrial Class Rate (C/I) 2.00%Present Value Date: 1-Aug-22 Rental Housing Class Rate (Rental) 1.25%First Period Ending 1-Feb-23 Affordable Rental Housing Class Rate (Aff. Rental)Tax Year District was Certified: Pay 2021 First $174,000 0.75%Cashflow Assumes First Tax Increment For Development: 2023 Over $174,000 0.25%Years of Tax Increment 26 Non-Homestead Residential (Non-H Res. 1 Unit)Assumes Last Year of Tax Increment 2048 First $500,000 1.00%Fiscal Disparities Election [Outside (A), Inside (B), or NA] Inside(B) Over $500,000 1.25%Incremental or Total Fiscal Disparities Incremental Homestead Residential Class Rate (Hmstd. Res.)Fiscal Disparities Contribution Ratio 31.5863% Pay 2021 First $500,000 1.00%Fiscal Disparities Metro-Wide Tax Rate 139.5040% Pay 2021 Over $500,000 1.25%Maximum/Frozen Local Tax Rate: 144.645% Pay 2021 Agricultural Non-Homestead 1.00%Current Local Tax Rate: (Use lesser of Current or Max.) 144.645% Pay 2021State-wide Tax Rate (Comm./Ind. only used for total taxes) 35.9780% Pay 2021Market Value Tax Rate (Used for total taxes) 0.22332% Pay 2021

Building Total Percentage Tax Year Property Current Class AfterLand Market Market Of Value Used Original Original Tax Original After Conversion

Map ID PID Owner Address Market Value Value Value for District Market Value Market Value Class Tax Capacity Conversion Orig. Tax Cap.5,374,000 100,000 5,474,000 100% 5,474,000 Pay 2021 Non-H Res. 1 Unit 67,175 Rental 68,425 1

1,000 1,000 2,000 100% 2,000 Pay 2021 Non-H Res. 1 Unit 20 Rental 25 140,000 205,000 245,000 100% 245,000 Pay 2021 C/I Pref. 4,150 Rental 3,063 1

2 07-029-23-23-0002 Bremer Bank NA 2401 Lowry Ave NE 1,232,000 401,000 1,633,000 100% 1,633,000 Pay 2021 C/I Pref. 31,910 Rental 20,413 16,647,000 707,000 7,354,000 7,354,000 103,255 91,925

Note:1. Base values are for pay 2021 based upon review of County website on 12-30-20.2. Located in SD # 282 and WS # 6

1 07-029-23-23-0001 The Village LLC 2501 Lowry Ave NE

Area/ Phase

Tax Rates

BASE VALUE INFORMATION (Original Tax Capacity)

Prepared by Ehlers

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3/8/2021



Estimated Taxable Total Taxable Property Percentage Percentage Percentage Percentage First YearMarket Value Market Value Total Market Tax Project Project Tax Completed Completed Completed Completed Full Taxes

Area/Phase New Use Per Sq. Ft./Unit Per Sq. Ft./Unit Sq. Ft./Units Value Class Tax Capacity Capacity/Unit 2021 2022 2023 2024 Payable1 Senior Apartments 180,000 180,000 135 24,300,000 Rental 303,750 2,250 50% 100% 100% 100% 20242 Assisted living 180,000 180,000 54 9,720,000 Rental 121,500 2,250 0% 50% 100% 100% 20252 Assisted living 180,000 180,000 75 13,500,000 Rental 168,750 2,250 0% 50% 100% 100% 20253 Market Apartments 180,000 180,000 225 40,500,000 Rental 506,250 2,250 0% 0% 50% 100% 2026

TOTAL 88,020,000 1,100,250 Subtotal Residential 489 88,020,000 1,100,250 Subtotal Commercial/Ind. 0 0 0

Note:1. Market values are based upon estimates received from the County Assessor's Office.

Total Fiscal Local Local Fiscal State-wide MarketTax Disparities Tax Property Disparities Property Value Total Taxes Per

New Use Capacity Tax Capacity Capacity Taxes Taxes Taxes Taxes Taxes Sq. Ft./UnitSenior Apartments 303,750 0 303,750 439,359 0 0 54,267 493,626 3,656.49

Assisted living 121,500 0 121,500 175,744 0 0 21,707 197,450 3,656.49Assisted living 168,750 0 168,750 244,088 0 0 30,148 274,237 3,656.49

Market Apartments 506,250 0 506,250 732,265 0 0 90,445 822,710 3,656.49TOTAL 1,100,250 0 1,100,250 1,591,457 0 0 196,566 1,788,023

Note: 1. Taxes and tax increment will vary significantly from year to year depending upon values, rates, state law, fiscal disparities and other factors which cannot be predicted.

Total Property Taxes 1,788,023 Current Market Value - Est. 7,354,000less State-wide Taxes 0 New Market Value - Est. 88,020,000less Fiscal Disp. Adj. 0 Difference 80,666,000less Market Value Taxes (196,566) Present Value of Tax Increment 28,242,769less Base Value Taxes (132,965) Difference 52,423,231Annual Gross TIF 1,458,492 Value likely to occur without Tax Increment is less than: 52,423,231

WHAT IS EXCLUDED FROM TIF? MARKET VALUE BUT / FOR ANALYSIS

TAX CALCULATIONS

PROJECT INFORMATION (Project Tax Capacity)

Prepared by Ehlers

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3/8/2021 Tax Increment Cashflow - Page 3



TAX INCREMENT CASH FLOWProject Original Fiscal Captured Local Annual Semi-Annual State Admin. Semi-Annual Semi-Annual PERIOD

% of Tax Tax Disparities Tax Tax Gross Tax Gross Tax Auditor at Net Tax Present ENDING Tax PaymentOTC Capacity Capacity Incremental Capacity Rate Increment Increment 0.36% 10% Increment Value Yrs. Year Date

- - - - 02/01/23100% 151,875 (91,925) - 59,950 144.645% 86,715 43,357 (156) (4,320) 38,881 37,371 0.5 2023 08/01/23100% 151,875 (91,925) - 59,950 144.645% 86,715 43,357 (156) (4,320) 38,881 74,010 1 2023 02/01/24100% 448,875 (91,925) - 356,950 144.645% 516,310 258,155 (929) (25,723) 231,503 287,883 1.5 2024 08/01/24100% 448,875 (91,925) - 356,950 144.645% 516,310 258,155 (929) (25,723) 231,503 497,563 2 2024 02/01/25100% 856,238 (91,925) - 764,313 144.645% 1,105,540 552,770 (1,990) (55,078) 495,702 937,732 2.5 2025 08/01/25100% 856,238 (91,925) - 764,313 144.645% 1,105,540 552,770 (1,990) (55,078) 495,702 1,369,270 3 2025 02/01/26100% 1,127,456 (91,925) - 1,035,531 144.645% 1,497,844 748,922 (2,696) (74,623) 671,603 1,942,477 3.5 2026 08/01/26100% 1,127,456 (91,925) - 1,035,531 144.645% 1,497,844 748,922 (2,696) (74,623) 671,603 2,504,444 4 2026 02/01/27100% 1,161,280 (91,925) - 1,069,355 144.645% 1,546,768 773,384 (2,784) (77,060) 693,540 3,073,389 4.5 2027 08/01/27100% 1,161,280 (91,925) - 1,069,355 144.645% 1,546,768 773,384 (2,784) (77,060) 693,540 3,631,177 5 2027 02/01/28100% 1,196,118 (91,925) - 1,104,193 144.645% 1,597,160 798,580 (2,875) (79,571) 716,135 4,195,844 5.5 2028 08/01/28100% 1,196,118 (91,925) - 1,104,193 144.645% 1,597,160 798,580 (2,875) (79,571) 716,135 4,749,440 6 2028 02/01/29100% 1,232,001 (91,925) - 1,140,076 144.645% 1,649,064 824,532 (2,968) (82,156) 739,407 5,309,818 6.5 2029 08/01/29100% 1,232,001 (91,925) - 1,140,076 144.645% 1,649,064 824,532 (2,968) (82,156) 739,407 5,859,208 7 2029 02/01/30100% 1,268,962 (91,925) - 1,177,037 144.645% 1,702,524 851,262 (3,065) (84,820) 763,378 6,415,288 7.5 2030 08/01/30100% 1,268,962 (91,925) - 1,177,037 144.645% 1,702,524 851,262 (3,065) (84,820) 763,378 6,960,464 8 2030 02/01/31100% 1,307,030 (91,925) - 1,215,105 144.645% 1,757,589 878,795 (3,164) (87,563) 788,068 7,512,237 8.5 2031 08/01/31100% 1,307,030 (91,925) - 1,215,105 144.645% 1,757,589 878,795 (3,164) (87,563) 788,068 8,053,191 9 2031 02/01/32100% 1,346,241 (91,925) - 1,254,316 144.645% 1,814,306 907,153 (3,266) (90,389) 813,498 8,600,652 9.5 2032 08/01/32100% 1,346,241 (91,925) - 1,254,316 144.645% 1,814,306 907,153 (3,266) (90,389) 813,498 9,137,378 10 2032 02/01/33100% 1,386,629 (91,925) - 1,294,704 144.645% 1,872,724 936,362 (3,371) (93,299) 839,692 9,680,524 10.5 2033 08/01/33100% 1,386,629 (91,925) - 1,294,704 144.645% 1,872,724 936,362 (3,371) (93,299) 839,692 10,213,019 11 2033 02/01/34100% 1,428,227 (91,925) - 1,336,302 144.645% 1,932,895 966,447 (3,479) (96,297) 866,671 10,751,848 11.5 2034 08/01/34100% 1,428,227 (91,925) - 1,336,302 144.645% 1,932,895 966,447 (3,479) (96,297) 866,671 11,280,111 12 2034 02/01/35100% 1,471,074 (91,925) - 1,379,149 144.645% 1,994,870 997,435 (3,591) (99,384) 894,460 11,814,621 12.5 2035 08/01/35100% 1,471,074 (91,925) - 1,379,149 144.645% 1,994,870 997,435 (3,591) (99,384) 894,460 12,338,651 13 2035 02/01/36100% 1,515,206 (91,925) - 1,423,281 144.645% 2,058,705 1,029,353 (3,706) (102,565) 923,082 12,868,846 13.5 2036 08/01/36100% 1,515,206 (91,925) - 1,423,281 144.645% 2,058,705 1,029,353 (3,706) (102,565) 923,082 13,388,645 14 2036 02/01/37100% 1,560,663 (91,925) - 1,468,738 144.645% 2,124,456 1,062,228 (3,824) (105,840) 952,563 13,914,528 14.5 2037 08/01/37100% 1,560,663 (91,925) - 1,468,738 144.645% 2,124,456 1,062,228 (3,824) (105,840) 952,563 14,430,099 15 2037 02/01/38100% 1,607,482 (91,925) - 1,515,557 144.645% 2,192,178 1,096,089 (3,946) (109,214) 982,929 14,951,674 15.5 2038 08/01/38100% 1,607,482 (91,925) - 1,515,557 144.645% 2,192,178 1,096,089 (3,946) (109,214) 982,929 15,463,022 16 2038 02/01/39100% 1,655,707 (91,925) - 1,563,782 144.645% 2,261,932 1,130,966 (4,071) (112,689) 1,014,205 15,980,295 16.5 2039 08/01/39100% 1,655,707 (91,925) - 1,563,782 144.645% 2,261,932 1,130,966 (4,071) (112,689) 1,014,205 16,487,425 17 2039 02/01/40100% 1,705,378 (91,925) - 1,613,453 144.645% 2,333,779 1,166,890 (4,201) (116,269) 1,046,420 17,000,405 17.5 2040 08/01/40100% 1,705,378 (91,925) - 1,613,453 144.645% 2,333,779 1,166,890 (4,201) (116,269) 1,046,420 17,503,326 18 2040 02/01/41100% 1,756,540 (91,925) - 1,664,615 144.645% 2,407,782 1,203,891 (4,334) (119,956) 1,079,601 18,012,020 18.5 2041 08/01/41100% 1,756,540 (91,925) - 1,664,615 144.645% 2,407,782 1,203,891 (4,334) (119,956) 1,079,601 18,510,740 19 2041 02/01/42100% 1,809,236 (91,925) - 1,717,311 144.645% 2,484,004 1,242,002 (4,471) (123,753) 1,113,778 19,015,159 19.5 2042 08/01/42100% 1,809,236 (91,925) - 1,717,311 144.645% 2,484,004 1,242,002 (4,471) (123,753) 1,113,778 19,509,688 20 2042 02/01/43100% 1,863,513 (91,925) - 1,771,588 144.645% 2,562,513 1,281,257 (4,613) (127,664) 1,148,980 20,009,843 20.5 2043 08/01/43100% 1,863,513 (91,925) - 1,771,588 144.645% 2,562,513 1,281,257 (4,613) (127,664) 1,148,980 20,500,192 21 2043 02/01/44100% 1,919,418 (91,925) - 1,827,493 144.645% 2,643,377 1,321,689 (4,758) (131,693) 1,185,238 20,996,096 21.5 2044 08/01/44100% 1,919,418 (91,925) - 1,827,493 144.645% 2,643,377 1,321,689 (4,758) (131,693) 1,185,238 21,482,277 22 2044 02/01/45100% 1,977,001 (91,925) - 1,885,076 144.645% 2,726,668 1,363,334 (4,908) (135,843) 1,222,583 21,973,943 22.5 2045 08/01/45100% 1,977,001 (91,925) - 1,885,076 144.645% 2,726,668 1,363,334 (4,908) (135,843) 1,222,583 22,455,969 23 2045 02/01/46100% 2,036,311 (91,925) - 1,944,386 144.645% 2,812,457 1,406,228 (5,062) (140,117) 1,261,049 22,943,412 23.5 2046 08/01/46100% 2,036,311 (91,925) - 1,944,386 144.645% 2,812,457 1,406,228 (5,062) (140,117) 1,261,049 23,421,297 24 2046 02/01/47100% 2,097,400 (91,925) - 2,005,475 144.645% 2,900,819 1,450,410 (5,221) (144,519) 1,300,669 23,904,532 24.5 2047 08/01/47100% 2,097,400 (91,925) - 2,005,475 144.645% 2,900,819 1,450,410 (5,221) (144,519) 1,300,669 24,378,292 25 2047 02/01/48100% 2,160,322 (91,925) - 2,068,397 144.645% 2,991,833 1,495,916 (5,385) (149,053) 1,341,478 24,857,335 25.5 2048 08/01/48100% 2,160,322 (91,925) - 2,068,397 144.645% 2,991,833 1,495,916 (5,385) (149,053) 1,341,478 25,326,985 26 2048 02/01/49

Total 51,574,812 (185,669) (5,138,914) 46,250,228 Present Value From 08/01/2022 Present Value Rate 4.00% 28,242,769 (101,674) (2,814,109) 25,326,985

Prepared by Ehlers & Associates, Inc. - Estimates Only N:\Minnsota\St. Anthony\Housing - Economic - Redevelopment\TIF\TIF Districts\Lowry Grove (2021)\Cash flows\Cashflow 1-18-21 FINAL.xls

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Appendix C: Findings Including But/For Qualifications

The reasons and facts supporting the findings for the adoption of the Tax Increment Financing Plan (TIF Plan) for Lowry Grove (the “District”), as required pursuant to Minnesota Statutes, Section 469.175, Subdivision 3 are as follows: 1. Finding that Lowry Grove is a redevelopment district as defined in M.S., Section 469.174,

Subd. 10. The District consists of two parcels and vacant right-of-way, with plans to redevelop the area for the construction of approximately 489 units of apartments, of which Phase I will consist of a 135-unit senior apartment with independent living, assisted living and memory care units. Phase II will consist of approximately 129 units of senior assisted living and Phase III will consist of approximately 225 units of market rate apartments. Parcels consisting of 70 percent of the area of the District are occupied by buildings, streets, utilities, paved or gravel parking lots or other similar structures and more than 50 percent of the buildings in the District, not including outbuildings, are structurally substandard to a degree requiring substantial renovation or clearance. (See Appendix D of the TIF Plan.)

2. Finding that the proposed development, in the opinion of the City Council, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future and that the increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in the market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of Lowry Grove permitted by the TIF Plan.

The proposed development, in the opinion of the City, would not reasonably be expected to occur solely through private investment within the reasonably foreseeable future: This finding is supported by the fact that the redevelopment proposed in the TIF Plan meets the City's objectives for redevelopment. Due to the high cost of redevelopment on the parcels currently occupied by substandard buildings, lack of adequate/updated utilities, environmental remediation costs and the cost of financing the proposed improvements, this project is feasible only through assistance, in part, from tax increment financing. The City has reviewed several development proposals for the area and all of them have requested TIF for the development. The developer for Phase I was asked for and provided a letter and a pro forma as justification that the developer would not have gone forward without tax increment assistance. The increased market value of the site that could reasonably be expected to occur without the use of tax increment financing would be less than the increase in market value estimated to result from the proposed development after subtracting the present value of the projected tax increments for the maximum duration of the District permitted by the TIF Plan: This finding is justified on the grounds that the cost of land acquisition, demolition, environmental remediation, site and public improvements and utilities add to the total redevelopment cost. Historically, construction costs, site and public improvements costs in this area have made redevelopment infeasible without tax increment assistance. The City reasonably determines that no other redevelopment of similar scope is anticipated on this site without substantially similar assistance being provided to the development. Therefore, the City concludes as follows:

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a. The City's estimate of the amount by which the market value of the entire District will

increase without the use of tax increment financing is $0. b. If the proposed development occurs, the total increase in market value will be

$80,666,000. c. The present value of tax increments from the District for the maximum duration of the

district permitted by the TIF Plan is estimated to be $28,242,769. d. Even if some development other than the proposed development were to occur, the

Council finds that no alternative would occur that would produce a market value increase greater than $52,423,231 (the amount in clause b less the amount in clause c) without tax increment assistance.

3. Finding that the TIF Plan for the District conforms to the general plan for the development or

redevelopment of the municipality as a whole. The City Council reviewed the TIF Plan and found that the TIF Plan conforms to the general development plan of the City.

4. Finding that the TIF Plan for Lowry Grove will afford maximum opportunity, consistent with the

sound needs of the City as a whole, for the development or redevelopment of Redevelopment Project Area No. 3 by private enterprise. The project to be assisted by the District will result in increased employment in the City and the State of Minnesota, the redevelopment of substandard properties, increased tax base of the State, add a high-quality development to the City and increase the availability of safe and decent life-cycle housing in the City.

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Appendix D: Redevelopment Qualifications for the District

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Report of Inspection Procedures and Results for Determining Qualifications of a Tax Increment Financing District as a Redevelopment District Saint Anthony Village Lowry Grove Redevelopment TIF District Saint Anthony Village, Minnesota

December 8, 2017 Prepared For the

City of Saint Anthony Village

Prepared by:

LHB, Inc. 701 Washington Avenue North, Suite 200 Minneapolis, Minnesota 55401

LHB Project No. 170752

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Saint Anthony Village Lowry Grove Redevelopment TIF District LHB Project No. 170752 Page 1 of 11 Final Report

TABLE OF CONTENTS

PART 1 – EXECUTIVE SUMMARY ................................................................................ 2 Purpose of Evaluation ................................................................................ 2 Scope of Work ........................................................................................... 3 Conclusion ................................................................................................. 3

PART 2 – MINNESOTA STATUTE 469.174, SUBDIVISION 10 REQUIREMENTS ....... 3 A. Coverage Test ...................................................................................... 4 B. Condition of Buildings Test ................................................................... 4 C. Distribution of Substandard Buildings ................................................... 5

PART 3 – PROCEDURES FOLLOWED ......................................................................... 6

PART 4 – FINDINGS ...................................................................................................... 6 A. Coverage Test ...................................................................................... 6 B. Condition of Building Test ..................................................................... 7

1. Building Inspection .................................................................... 7 2. Replacement Cost ..................................................................... 7 3. Code Deficiencies ..................................................................... 8 4. System Condition Deficiencies .................................................. 9

C. Distribution of Substandard Structures ................................................. 9

PART 5 - TEAM CREDENTIALS .................................................................................. 10

APPENDIX A Property Condition Assessment Summary Sheet

APPENDIX B Building Code, Condition Deficiency and Context Analysis Reports

APPENDIX C Building Replacement Cost Reports Code Deficiency Cost Reports Photographs

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PART 1 – EXECUTIVE SUMMARY

PURPOSE OF EVALUATION LHB was hired by the City of Saint Anthony Village to inspect and evaluate the properties within a Tax Increment Financing Redevelopment District (“TIF District”) proposed to be established by the City. The proposed TIF District is located at the northeast corner of Stinson Parkway Northeast and Kenzie Terrace (Diagram 1). The purpose of LHB’s work is to determine whether the proposed TIF District meets the statutory requirements for coverage, and whether four (4) buildings on two (2) parcels, located within the proposed TIF District, meet the qualifications required for a Redevelopment District.

Diagram 1 – Proposed TIF District

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SCOPE OF WORK The proposed TIF District consists of two (2) parcels with four (4) buildings. Three (3) buildings were inspected on November 10, 2017 and one (1) building was inspected on November 14, 2017. Building Code and Condition Deficiency reports for the buildings that were inspected and found to be substandard are located in Appendix B. CONCLUSION After inspecting and evaluating the properties within the proposed TIF District and applying current statutory criteria for a Redevelopment District under Minnesota Statutes, Section 469.174, Subdivision 10, it is our professional opinion that the proposed TIF District qualifies as a Redevelopment District because:

• The proposed TIF District has a coverage calculation of 100 percent which is above the 70 percent requirement.

• 75 percent of the buildings are structurally substandard which is above the 50 percent

requirement.

• The substandard buildings are reasonably distributed. The remainder of this report describes our process and findings in detail.

PART 2 – MINNESOTA STATUTE 469.174, SUBDIVISION 10 REQUIREMENTS The properties were inspected in accordance with the following requirements under Minnesota Statutes, Section 469.174, Subdivision 10(c), which states: INTERIOR INSPECTION “The municipality may not make such determination [that the building is structurally substandard] without an interior inspection of the property...” EXTERIOR INSPECTION AND OTHER MEANS “An interior inspection of the property is not required, if the municipality finds that

(1) the municipality or authority is unable to gain access to the property after using its best efforts to obtain permission from the party that owns or controls the property; and (2) the evidence otherwise supports a reasonable conclusion that the building is structurally substandard.”

DOCUMENTATION “Written documentation of the findings and reasons why an interior inspection was not conducted must be made and retained under section 469.175, subdivision 3(1).” QUALIFICATION REQUIREMENTS Minnesota Statutes, Section 469.174, Subdivision 10 (a) (1) requires three tests for occupied parcels:

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A. COVERAGE TEST

…“parcels consisting of 70 percent of the area of the district are occupied by buildings, streets, utilities, or paved or gravel parking lots…” The coverage required by the parcel to be considered occupied is defined under Minnesota Statutes, Section 469.174, Subdivision 10(e), which states: “For purposes of this subdivision, a parcel is not occupied by buildings, streets, utilities, paved or gravel parking lots, or other similar structures unless 15 percent of the area of the parcel contains buildings, streets, utilities, paved or gravel parking lots, or other similar structures.”

B. CONDITION OF BUILDINGS TEST

Minnesota Statutes, Section 469.174, Subdivision 10(a) states, “…and more than 50 percent of the buildings, not including outbuildings, are structurally substandard to a degree requiring substantial renovation or clearance;”

1. Structurally substandard is defined under Minnesota Statutes, Section 469.174, Subdivision 10(b),

which states: “For purposes of this subdivision, ‘structurally substandard’ shall mean containing defects in structural elements or a combination of deficiencies in essential utilities and facilities, light and ventilation, fire protection including adequate egress, layout and condition of interior partitions, or similar factors, which defects or deficiencies are of sufficient total significance to justify substantial renovation or clearance.”

a. We do not count energy code deficiencies toward the thresholds required by Minnesota

Statutes, Section 469.174, Subdivision 10(b) defined as “structurally substandard”, due to concerns expressed by the State of Minnesota Court of Appeals in the Walser Auto Sales, Inc. vs. City of Richfield case filed November 13, 2001.

2. Buildings are not eligible to be considered structurally substandard unless they meet certain

additional criteria, as set forth in Subdivision 10(c) which states:

“A building is not structurally substandard if it is in compliance with the building code applicable to new buildings or could be modified to satisfy the building code at a cost of less than 15 percent of the cost of constructing a new structure of the same square footage and type on the site. The municipality may find that a building is not disqualified as structurally substandard under the preceding sentence on the basis of reasonably available evidence, such as the size, type, and age of the building, the average cost of plumbing, electrical, or structural repairs, or other similar reliable evidence.”

“Items of evidence that support such a conclusion [that the building is not disqualified] include recent fire or police inspections, on-site property tax appraisals or housing inspections, exterior evidence of deterioration, or other similar reliable evidence.” LHB counts energy code deficiencies toward the 15 percent code threshold required by Minnesota Statutes, Section 469.174, Subdivision 10(c)) for the following reasons:

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• The Minnesota energy code is one of ten building code areas highlighted by the Minnesota Department of Labor and Industry website where minimum construction standards are required by law.

• Chapter 13 of the 2015 Minnesota Building Code states, “Buildings shall be designed and constructed in accordance with the International Energy Conservation Code.” Furthermore, Minnesota Rules, Chapter 1305.0021 Subpart 9 states, “References to the International Energy Conservation Code in this code mean the Minnesota Energy Code…”

• Chapter 11 of the 2015 Minnesota Residential Code incorporates Minnesota Rules, Chapters, 1322 and 1323 Minnesota Energy Code.

• The Senior Building Code Representative for the Construction Codes and Licensing Division of the Minnesota Department of Labor and Industry confirmed that the Minnesota Energy Code is being enforced throughout the State of Minnesota.

• In a January 2002 report to the Minnesota Legislature, the Management Analysis Division of the Minnesota Department of Administration confirmed that the construction cost of new buildings complying with the Minnesota Energy Code is higher than buildings built prior to the enactment of the code.

• Proper TIF analysis requires a comparison between the replacement value of a new building built under current code standards with the repairs that would be necessary to bring the existing building up to current code standards. In order for an equal comparison to be made, all applicable code chapters should be applied to both scenarios. Since current construction estimating software automatically applies the construction cost of complying with the Minnesota Energy Code, energy code deficiencies should also be identified in the existing structures.

C. DISTRIBUTION OF SUBSTANDARD BUILDINGS Minnesota Statutes, Section 469.174, Subdivision 10, defines a Redevelopment District and requires one or more of the following conditions, “reasonably distributed throughout the district.”

(1) “Parcels consisting of 70 percent of the area of the district are occupied by buildings,

streets, utilities, paved or gravel parking lots, or other similar structures and more than 50 percent of the buildings, not including outbuildings, are structurally substandard to a degree requiring substantial renovation or clearance;

(2) the property consists of vacant, unused, underused, inappropriately used, or infrequently used rail yards, rail storage facilities, or excessive or vacated railroad rights-of-way;

(3) tank facilities, or property whose immediately previous use was for tank facilities…”

Our interpretation of the distribution requirement is that the substandard buildings must be reasonably distributed throughout the district as compared to the location of all buildings in the district. For example, if all of the buildings in a district are located on one half of the area of the district, with the other half occupied by parking lots (meeting the required 70 percent coverage for the district), we would evaluate the distribution of the substandard buildings compared with only the half of the district where the buildings are located. If all of the buildings in a district are located evenly throughout the entire area of the district, the substandard buildings must be reasonably distributed throughout the entire area of the

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district. We believe this is consistent with the opinion expressed by the State of Minnesota Court of Appeals in the Walser Auto Sales, Inc. vs. City of Richfield case filed November 13, 2001.

PART 3 – PROCEDURES FOLLOWED

LHB inspected three (3) buildings on November 10, 2017 and one (1) building was inspected on November 14, 2017. For the purposes of this report, we are defining buildings as those structures inhabited by human beings. These structures would typically include water, sewer and electricity. Barns and small storage facilities are considered “outbuildings” which are not typically considered in TIF analysis because they have very few code requirements and are not intended for human occupation.

PART 4 – FINDINGS

A. COVERAGE TEST

1. The total square foot area of the parcel in the proposed TIF District was obtained from City records, GIS mapping and site verification.

2. The total square foot area of buildings and site improvements on the parcels in the

proposed TIF District was obtained from City records, GIS mapping and site verification. 3. The percentage of coverage for each parcel in the proposed TIF District was computed to

determine if the 15 percent minimum requirement was met. The total square footage of parcels meeting the 15 percent requirement was divided into the total square footage of the entire district to determine if the 70 percent requirement was met.

FINDING: The proposed TIF District met the coverage test under Minnesota Statutes, Section 469.174, Subdivision 10(e), which resulted in parcels consisting of 100 percent of the area of the proposed TIF District being occupied by buildings, streets, utilities, paved or gravel parking lots, or other similar structures (Diagram 2). This exceeds the 70 percent area coverage requirement for the proposed TIF District under Minnesota Statutes, Section 469.174, Subdivision (a) (1).

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Diagram 2 – Coverage Diagram Shaded area depicts a parcel more than 15 percent occupied by buildings, streets, utilities,

paved or gravel parking lots or other similar structures

B. CONDITION OF BUILDING TEST

1. BUILDING INSPECTION The first step in the evaluation process is the building inspection. After an initial walk-thru, the inspector makes a judgment whether or not a building “appears” to have enough defects or deficiencies of sufficient total significance to justify substantial renovation or clearance. If it does, the inspector documents with notes and photographs code and non-code deficiencies in the building.

2. REPLACEMENT COST The second step in evaluating a building to determine if it is substandard to a degree requiring substantial renovation or clearance is to determine its replacement cost. This is

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the cost of constructing a new structure of the same square footage and type on site. Replacement costs were researched using R.S. Means Cost Works square foot models for 2017. A replacement cost was calculated by first establishing building use (office, retail, residential, etc.), building construction type (wood, concrete, masonry, etc.), and building size to obtain the appropriate median replacement cost, which factors in the costs of construction in Saint Anthony Village, Minnesota. Replacement cost includes labor, materials, and the contractor’s overhead and profit. Replacement costs do not include architectural fees, legal fees or other “soft” costs not directly related to construction activities. Replacement cost for each building is tabulated in Appendix A.

3. CODE DEFICIENCIES

The next step in evaluating a building is to determine what code deficiencies exist with respect to such building. Code deficiencies are those conditions for a building which are not in compliance with current building codes applicable to new buildings in the State of Minnesota. Minnesota Statutes, Section 469.174, Subdivision 10(c), specifically provides that a building cannot be considered structurally substandard if its code deficiencies are not at least 15 percent of the replacement cost of the building. As a result, it was necessary to determine the extent of code deficiencies for each building in the proposed TIF District. The evaluation was made by reviewing all available information with respect to such buildings contained in City Building Inspection records and making interior and exterior inspections of the buildings. LHB utilizes the current Minnesota State Building Code as the official code for our evaluations. The Minnesota State Building Code is actually a series of provisional codes written specifically for Minnesota only requirements, adoption of several international codes, and amendments to the adopted international codes.

After identifying the code deficiencies in each building, we used R.S. Means Cost Works 2017; Unit and Assembly Costs to determine the cost of correcting the identified deficiencies. We were then able to compare the correction costs with the replacement cost of each building to determine if the costs for correcting code deficiencies meet the required 15 percent threshold.

FINDING: Three (3) out of four (4) buildings (75 percent) in the proposed TIF District contained code deficiencies exceeding the 15 percent threshold required by Minnesota Statutes, Section 469.174, Subdivision 10(c). Building Code, Condition Deficiency and Context Analysis reports for the buildings in the proposed TIF District can be found in Appendix B of this report.

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4. SYSTEM CONDITION DEFICIENCIES If a building meets the minimum code deficiency threshold under Minnesota Statutes, Section 469.174, Subdivision 10(c), then in order for such building to be “structurally substandard” under Minnesota Statutes, Section 469.174, Subdivision 10(b), the building’s defects or deficiencies should be of sufficient total significance to justify “substantial renovation or clearance.” Based on this definition, LHB re-evaluated each of the buildings that met the code deficiency threshold under Minnesota Statutes, Section 469.174, Subdivision 10(c), to determine if the total deficiencies warranted “substantial renovation or clearance” based on the criteria we outlined above.

System condition deficiencies are a measurement of defects or substantial deterioration in site elements, structure, exterior envelope, mechanical and electrical components, fire protection and emergency systems, interior partitions, ceilings, floors and doors. The evaluation of system condition deficiencies was made by reviewing all available information contained in City records, and making interior and exterior inspections of the buildings. LHB only identified system condition deficiencies that were visible upon our inspection of the building or contained in City records. We did not consider the amount of “service life” used up for a particular component unless it was an obvious part of that component’s deficiencies. After identifying the system condition deficiencies in each building, we used our professional judgment to determine if the list of defects or deficiencies is of sufficient total significance to justify “substantial renovation or clearance.”

FINDING: In our professional opinion, three (3) out of four (4) buildings (75 percent) in the proposed TIF District are structurally substandard to a degree requiring substantial renovation or clearance, because of defects in structural elements or a combination of deficiencies in essential utilities and facilities, light and ventilation, fire protection including adequate egress, layout and condition of interior partitions, or similar factors which defects or deficiencies are of sufficient total significance to justify substantial renovation or clearance. This exceeds the 50 percent requirement of Subdivision 10a(1).

C. DISTRIBUTION OF SUBSTANDARD STRUCTURES

Much of this report has focused on the condition of individual buildings as they relate to requirements identified by Minnesota Statutes, Section 469.174, Subdivision 10. It is also important to look at the distribution of substandard buildings throughout the geographic area of the proposed TIF District (Diagram 3). FINDING: The parcels with substandard buildings are reasonably distributed compared to all parcels that contain buildings.

34


Diagram 3 – Substandard Buildings Shaded green area depicts parcels with buildings.

Shaded orange area depicts substandard buildings.

PART 5 - TEAM CREDENTIALS Michael A. Fischer, AIA, LEED AP - Project Principal/TIF Analyst Michael has 29 years of experience as project principal, project manager, project designer and project architect on planning, urban design, educational, commercial and governmental projects. He has become an expert on Tax Increment Finance District analysis assisting over 100 cities with strategic planning for TIF Districts. He is an Architectural Principal at LHB and currently leads the Minneapolis office. Michael completed a two-year Bush Fellowship, studying at MIT and Harvard in 1999, earning Masters degrees in City Planning and Real Estate Development from MIT. He has served on more than 50

35


committees, boards and community task forces, including a term as a City Council President and as Chair of a Metropolitan Planning Organization. Most recently, he served as Chair of the Edina, Minnesota planning commission and is currently a member of the Edina city council. Michael has also managed and designed several award-winning architectural projects, and was one of four architects in the Country to receive the AIA Young Architects Citation in 1997. Philip Waugh – Project Manager/TIF Analyst Philip is a project manager with 13 years of experience in historic preservation, building investigations, material research, and construction methods. He previously worked as a historic preservationist and also served as the preservation specialist at the St. Paul Heritage Preservation Commission. Currently, Phil sits on the Board of Directors for the Preservation Alliance of Minnesota. His current responsibilities include project management of historic preservation projects, performing building condition surveys and analysis, TIF analysis, writing preservation specifications, historic design reviews, writing Historic Preservation Tax Credit applications, preservation planning, and grant writing. Phil Fisher – Inspector For 35 years, Phil Fisher worked in the field of Building Operations in Minnesota including White Bear Lake Area Schools. At the University of Minnesota he earned his Bachelor of Science in Industrial Technology. He is a Certified Playground Safety Inspector, Certified Plant Engineer, and is trained in Minnesota Enterprise Real Properties (MERP) Facility Condition Assessment (FCA). His FCA training was recently applied to the Minnesota Department of Natural Resources Facilities Condition Assessment project involving over 2,000 buildings. O:\17Proj\170752\400 Design\406 Reports\Final Report\170752 St Anthony Lowry Grove Redevelopment TIF Report.docx APPENDICES APPENDIX A Property Condition Assessment Summary Sheet

APPENDIX B Building Code and Condition Deficiencies Reports

APPENDIX C Building Replacement Cost Reports Code Deficiency Cost Reports Photographs

36

APPENDIX A

Property Condition Assessment Summary Sheet

37

Saint Anthony Village Lowry Grove Redevelopment TIF District Property Condition Assessment Summary Sheet

TIF Map No. PID # Property Address Improved or

VacantSurvey Method

UsedSite Area

(S.F.)

Coverage Area of Improvements

(S.F.)

Coverage Percent of

Improvements

CoverageQuantity

(S.F.)

No. of Buildings

BuildingReplacement

Cost

15% of Replacement

Cost

Building Code Deficiencies

No. of Buildings

Exceeding 15% Criteria

No. of buildings determined

substandard

A 07029232300002 2401 Lowry Ave N E Improved Interior/Exterior 82,143 82,143 100.0% 82,143 1 Note 1

B 0702923230001 2501 Lowry Ave N E Improved Exterior 672,466 606,717 90.2% 672,466

2501 Lowry Ave N E Improved Interior/Exterior 1 $329,435 $49,415 $161,892 1 1

2501 Lowry Ave N E Improved Interior/Exterior 1 $368,598 $55,290 $127,900 1 1

2551-2553 Stinson BLVD NE Improved Interior/Exterior 1 $160,415 $24,062 $45,332 1 1

TOTALS 754,609 754,609 4 3 3

100.0% 75.0%

O:\17Proj\170752\400 Design\406 Reports\Final Report\[170752 St Anthony Lowry Grove Redevelopment TIF Summary Spreadsheet.xlsx]Property Info 75.0%

1- Laundromat and Shower

2- Park Office and Barbershop

3-Duplex

Total Coverage Percent:Percent of buildings exceeding 15 percent code deficiency threshold:

Percent of buildings determined substandard:

Note 1: After an interior and exterior inspection, this building was determined to not be substandard.

Saint Anthony Village Lowry Grove Redevelopment TIF DistrictLHB Project Number 170752 Page 1 of 1 Property Condition Assessment Summary Sheet

38

APPENDIX B

Building Code, Condition Deficiency and Context Analysis Reports

39

Saint Anthony Village Lowry Grove Redevelopment TIF District Building Report LHB Project No. 170752 Page 1 of 2 Parcel B Building 1, Laundromat and Shower

Saint Anthony Village Lowry Grove Redevelopment TIF District Building Code, Condition Deficiency and Context Analysis Report

December 5, 2017 Parcel No. & Building Name: Parcel B Building 1 Laundromat and Shower

Address: 2501 Lowry Ave NE St Anthony, MN 55418

Parcel ID: 0702923230001

Inspection Date(s) & Time(s): November 10, 2017 11:15 am

Inspection Type: Interior and Exterior

Summary of Deficiencies: It is our professional opinion that this building is Substandard because: - Substantial renovation is required to correct Conditions found. - Building Code deficiencies total more than 15% of

replacement cost, NOT including energy code deficiencies.

Estimated Replacement Cost: $329,435

Estimated Cost to Correct Building Code Deficiencies: $161,892

Percentage of Replacement Cost for Building Code Deficiencies: 49.14%

Defects in Structural Elements

1. None observed. Combination of Deficiencies

1. Essential Utilities and Facilities a. Water is not connected to building. b. Natural gas is not connected to building. c. Electricity is not connected to building. d. There is no ADA code required designated parking area. e. The building is not ADA code accessible because of elevated threshold. f. There is no ADA code compliant restroom. g. There is no ADA code compliant shower room available. h. Door hardware is not ADA code compliant.

2. Light and Ventilation

a. HVAC system does not comply with mechanical/building code. b. Lighting does not comply with code.

40

Saint Anthony Village Lowry Grove Redevelopment TIF District Building Report LHB Project No. 170752 Page 2 of 2 Parcel B Building 1, Laundromat and Shower

3. Fire Protection/Adequate Egress a. Flooring material is missing/damaged creating an impediment to emergency egress, which is

contrary to code. b. There are no code required smoke detectors in the building. c. There is no code required emergency notification system in the building. d. There is no code required emergency lighting in the building. e. There is no code required building sprinkler system installed.

4. Layout and Condition of Interior Partitions/Materials

a. Ceiling tile is damaged/missing and should be replaced. b. Glass is broken. c. Interior partitions are rusting and should be replaced. d. Interior block walls should be repainted. e. Mold is present on interior surfaces.

5. Exterior Construction

a. Windows are damaged/missing allowing for water intrusion, contrary to code. b. Roofing material is damaged allowing for water intrusion, contrary to code. c. Vinyl siding is damaged allowing for water intrusion, contrary to code. d. Brick chimney is cracked/damaged and should be repaired to prevent water intrusion per

code. Description of Code Deficiencies

1. An ADA code required parking space should be created. 2. An ADA code required accessible route into the building should be created by modifying threshold

height at entrance door. 3. An ADA code required restroom should be created. 4. An ADA code compliant shower room should be created. 5. Code compliant door hardware should be installed. 6. Mechanical/building code compliant HVAC system should be installed. 7. Code compliant lighting should be installed. 8. Flooring should be replaced to comply with code to create an unimpeded means for emergency

egress. 9. Code required smoke detectors should be installed. 10. Code required emergency lighting should be installed. 11. Code required emergency notification system should be installed. 12. Code required building sprinkler system should be installed. 13. Windows should be replaced to prevent water intrusion per code. 14. Roofing material should be replaced to prevent water intrusion per code. 15. Siding material should be repaired/replaced to prevent water intrusion per code. 16. Brick chimney should be repaired to prevent water intrusion per code.

Overview of Deficiencies This laundry/shower facility serviced the trailer park residence for many years but has fallen into a state of disrepair. Windows are damaged and/or missing. There is no accessible route into the building. The aisles are not ADA compliant for proper width. There is interior water damage that is causing mold growth. The HVAC and lighting systems are not functional. There is no life safety system installed in the building. O:\17Proj\170752\400 Design\406 Reports\Building Reports\2501 Lowry Ave NE - Laundromat and Shower Facility\170752 2501 Lowry Ave NE Laundromat Building Report.docx

41

Saint Anthony Village Lowry Grove Redevelopment TIF District Building Report LHB Project No. 170752 Page 1 of 2 Parcel B Building 2, Park Office and Barbershop


December 5, 2017 Parcel No. & Building Name: Parcel B Building 2 Park Office and Barber Shop

Address: 2501 Lowry Ave NE St Anthony, MN 55418

Parcel ID: 0702923230001









1. Foundation walls are effervescing which is indicative of water intrusion, contrary to code. 2. Foundation walls are cracked, which is indicative of differential settlement.

Combination of Deficiencies

1. Essential Utilities and Facilities a. Thresholds are not ADA code compliant for minimum height. b. The exterior glass doors should have a 10-inch kick plate installed to comply with code. c. There is no accessible route into the building. d. There is no accessible route between levels. e. Restroom sink hardware should be replaced with ADA code compliant fittings. f. Door hardware should be replaced to comply with ADA code. g. Basement stairs do not have code required handrails. h. Basement door hardware is missing.


a. Electrical wiring is not code compliant for a commercial building. b. HVAC system does not comply with mechanical/building code.

42

Saint Anthony Village Lowry Grove Redevelopment TIF District Building Report LHB Project No. 170752 Page 2 of 2 Parcel B Building 2, Park Office and Barbershop

3. Fire Protection/Adequate Egress a. There are no code required smoke detectors in the building. b. There is no code required emergency notification system in the building. c. There is no code required emergency lighting in the building. d. There is no code required building sprinkler system installed.

4. Layout and Condition of Interior Partitions/Materials

a. Interior walls should be repaired/repainted. b. Carpeting is stained. c. Carpeting is bulging, causing an impediment to emergency egress, which is contrary to code.


a. Windows have failed and are allowing for water intrusion, contrary to code. b. Exterior steel door is rusting and should be repainted. c. Vinyl siding is damaged. d. Roofing material should be replaced to prevent water intrusion, per code. e. Metal stairs off north exit do not comply with code.

Description of Code Deficiencies

1. Thresholds are not ADA code compliant. 2. Glass doors should have code required 10-inch kick plates. 3. There is no ADA code compliant route into the building. 4. There is no ADA code compliant route between levels. 5. Restroom sink hardware should be replaced with ADA code compliant fittings. 6. Door hardware is not ADA code compliant. 7. Basement stairs do not have code required handrails. 8. Electrical wiring is not code compliant for a commercial building. 9. HVAC system does not comply with mechanical/building code. 10. Code required smoke detectors should be installed. 11. Code required emergency notification system should be installed. 12. Code required emergency lighting should be installed. 13. Code required building sprinkler system should be installed. 14. Carpet is bulging, creating an impediment to emergency egress, which is contrary to code. 15. Windows should be replaced to prevent water intrusion per code. 16. Roofing material should be replaced to prevent water intrusion, per code. 17. Metal stairs on north side of building should be modified to comply with code.

Overview of Deficiencies This building appears to have originally been a convenience store and was converted to a barber shop and the trailer park office. The basement was used as a storm shelter that was not ADA accessible. The exterior windows have failed along with the roofing material. There are holes in the vinyl siding. The exterior metal doors are rusting and should be repainted. The foundation walls are effervescing and should be resealed/repainted. The interior walls should be repainted, and the carpet should be replaced. O:\17Proj\170752\400 Design\406 Reports\Building Reports\2501 Lowry Ave NE - Park Office and Barber Shop\170752 2501 Lowry Ave N Park Office and Barbershop Building Report.docx

43

Saint Anthony Village Lowry Grove Redevelopment TIF District Building Report LHB Project No. 170752 Page 1 of 2 Parcel B Building 3, Duplex


December 5, 2017 Parcel No. & Building Name: Parcel B Building 3 Duplex

Address: 2551/2553 Stinson Boulevard NE, St Anthony, MN 55418

Parcel ID: 0702923230001









1. Foundation block walls are cracked allowing for water intrusion, contrary to code. Combination of Deficiencies

1. Essential Utilities and Facilities a. Water has been turned off to the building. b. Electricity has been turned off to the building. c. Natural gas has been turned off to the building.


a. Electrical wiring is exposed, contrary to code. b. HVAC system does not comply with mechanical/building code. c. Electrical wiring does not comply with code.

3. Fire Protection/Adequate Egress

a. Basement stairs do not comply with code for proper rise and run. b. Basement stairs does not comply with code for minimum width. c. There are no code required smoke detectors in the building. d. There are no code required carbon monoxide detectors in the building. e. There are no Arc Fault Circuit Interrupters in the building. f. Electrical outlet spacing does not comply with code.

44

Saint Anthony Village Lowry Grove Redevelopment TIF District Building Report LHB Project No. 170752 Page 2 of 2 Parcel B Building 3, Duplex

4. Layout and Condition of Interior Partitions/Materials a. Interior walls and ceilings should be repainted. b. Interior carpeting is stained and damaged and should be replaced. c. Kitchen cabinets should be repainted. d. Floor to ceiling height in basement does not comply with code. e. Wood trim is missing around windows.


a. There is excessive vegetation growth around the building, which is contrary to city code. b. The concrete steps leading into both sides of the duplex are damaged and should be

repaired. c. Wood trim around front door is missing. d. Roofing material is not properly installed per code. e. Basement windows are boarded up. f. Vinyl siding is damaged allowing for water intrusion, contrary to code. g. Exterior basement door is missing hardware. h. Exposed wood trim should be repainted. i. Chimney brick is damaged and should be repaired to prevent water intrusion per code.

Description of Code Deficiencies

1. Foundation block walls should be repaired to prevent water intrusion per code. 2. All electrical wiring should be properly protected per code. 3. HVAC system should be replaced to comply with code. 4. All electrical wiring should be replaced to comply with code. 5. Basement stairs rise, and run should be modified to comply with code. 6. Basement stairway width should be modified to comply with code. 7. Code required smoke detectors should be installed. 8. Code required carbon monoxide detectors should be installed. 9. Arc Fault Circuit Interrupters should be installed to comply with code. 10. Electrical outlets should be properly spaced per code. 11. Basement floor to ceiling height should be modified to comply with code. 12. Excessive vegetative material should be removed to comply with city code. 13. Roofing material should be replaced to comply with code. 14. Vinyl siding should be repaired to prevent water intrusion per code. 15. Chimney brick should be repaired to prevent water intrusion per code.

Overview of Deficiencies This residential duplex has been vacant for some time and there is excessive vegetative growth surrounding the building. The exterior foundation block is cracked and should be repaired and repainted. Interior surface material should be repaired, repainted and or replaced. Access to the basement is not code compliant and the basement floor to ceiling height does not comply with code. Electrical and HVAC systems should also be replaced to comply with code. O:\17Proj\170752\400 Design\406 Reports\Building Reports\2551-2553 NE Stinson Parkway - Duplex\170752 2551-2553 Stinson Blvd Duplex Building Report.docx

45

APPENDIX C

Building Replacement Cost Reports Code Deficiency Cost Reports

Photographs

46

Saint Anthony Village Lowry Grove Redevelopment TIF DistrictReplacement Cost Report

Square Foot Cost Estimate Report Date: 11/11/2017

Lowry Laundromat

City of St Anthony2501 Lowry Ave NE , St Anthony , Minnesota ,

55418

Building Type: Laundromat Concrete Block / Bearing Walls

Location: ST ANTHONY, MN

Story Count: 1

Story Height (L.F.): 10

Floor Area (S.F.): 2800

Labor Type: OPN

Basement Included: No

Data Release: Year 2018

Cost Per Square Foot: $117.66

Building Cost: $329,434.85

% of Total Cost Per S.F. Cost

15.08% 16.12 45,149.76

A1010 Standard Foundations 9.50 26,604.89

6.35 17,770.32

3.16 8,834.57

A1030 Slab on Grade 6.08 17,031.53

6.08 17,031.53

A2010 Basement Excavation 0.54 1,513.34

0.54 1,513.34

28.05% 30.00 84,001.99

B1020 Roof Construction 3.88 10,864.00

3.88 10,864.00

B2010 Exterior Walls 9.34 26,152.00

9.34 26,152.00

B2020 Exterior Windows 3.67 10,276.12

2.04 5,721.63

1.63 4,554.49

B2030 Exterior Doors 3.49 9,770.75

2.40 6,713.30

1.09 3,057.45

B3010 Roof Coverings 9.62 26,939.12

3.14 8,794.83

Concrete block (CMU) wall, regular weight, 75% solid, 4 x 8 x 16, 2000 PSI

Estimate Name:

Costs are derived from a building model with basic components.

Scope differences and market conditions can cause costs to vary significantly.

A Substructure

Foundation wall, CIP, 4' wall height, direct chute, .148 CY/LF, 7.2 PLF, 12"

thickStrip footing, concrete, reinforced, load 11.1 KLF, soil bearing capacity 6 KSF,

12" deep x 24" wide

Slab on grade, 5" thick, non industrial, reinforced

Excavate and fill, 4000 SF, 4' deep, sand, gravel, or common earth, on site

storage

B Shell

Wood roof, flat rafter, 2" x 10", 16" O.C.

Aluminum flush tube frame, for 1/4"glass, 1‐3/4" x 4‐1/2", 5'x20' opening, 3

intermediate horizontals

Glazing panel, plate glass, 1/4" thick, clear

Door, aluminum & glass, with transom, narrow stile, double door, hardware,

6'‐0" x 10'‐0" openingDoor, steel 18 gauge, hollow metal, 1 door with frame, "A" label, 3'‐0" x 7'‐0"

opening

Roofing, asphalt flood coat, gravel, base sheet, 3 plies 15# asphalt felt,

mopped

Saint Anthony Village Lowry Grove Redevelopment TIF DistrictLHB Project No. 170752 Page 1 of 3

Replacement Cost ReportParcel B Building 1, Laundromat and Shower

47

2.17 6,089.13

2.19 6,127.94

1.10 3,078.12

1.02 2,849.10

11.50% 12.30 34,439.83

C1010 Partitions 4.34 12,156.06

0.76 2,134.63

3.58 10,021.43

C1020 Interior Doors 0.95 2,666.44

0.95 2,666.44

C3010 Wall Finishes 0.29 820.81

0.29 820.81

C3020 Floor Finishes 2.42 6,763.46

2.42 6,763.46

C3030 Ceiling Finishes 4.30 12,033.06

4.30 12,033.06

45.38% 48.54 135,894.65

D2010 Plumbing Fixtures 12.46 34,880.35

7.91 22,142.84

0.82 2,282.74

1.85 5,190.97

1.88 5,263.80

D2020 Domestic Water Distribution 7.45 20,871.60

7.45 20,871.60

D2040 Rain Water Drainage 1.96 5,479.43

1.48 4,138.69

0.48 1,340.74

D3050 Terminal & Package Units 8.75 24,487.15

8.75 24,487.15

D4010 Sprinklers 5.19 14,529.84

5.19 14,529.84

D5010 Electrical Service/Distribution 3.98 11,137.30

0.91 2,547.07

0.74 2,085.72

2.32 6,504.51

D5020 Lighting and Branch Wiring 5.01 14,029.12

1.72 4,820.26

0.15 406.56

0.57 1,593.42

2.57 7,208.88

D5030 Communications and Security 3.23 9,052.67

1/2" fire rated gypsum board, taped & finished, painted on metal furring

Insulation, rigid, roof deck, composite with 2" EPS, 1" perlite

Roof edges, aluminum, duranodic, .050" thick, 6" face

Flashing, copper, no backing, 16 oz, < 500 lbs

Gravel stop, aluminum, extruded, 4", duranodic, .050" thick

C Interiors

Metal partition, 5/8" water resistant gypsum board face, no base layer, 3‐

5/8" @ 24" OC framing ,same opposite face, no insulation

Roof drain, DWV PVC, 4" diam, for each additional foot add

Door, single leaf, wood frame, 3'‐0" x 7'‐0" x 1‐3/8", birch, solid core

Painting, interior on plaster and drywall, walls & ceilings, roller work, primer

& 2 coats

Vinyl, composition tile, minimum

Acoustic ceilings, 5/8" fiberglass board, 24" x 48" tile, tee grid, suspended

support

D Services

Water closet, vitreous china, bowl only with flush valve, wall hung

Urinal, vitreous china, wall hung

Lavatory w/trim, wall hung, PE on CI, 20" x 18"

Service sink w/trim, PE on CI, corner floor, 28" x 28", w/rim guard

Gas fired water heater, commercial, 100< F rise, 390 MBH input, 374 GPH

Roof drain, DWV PVC, 4" diam, diam, 10' high

Rooftop, single zone, air conditioner, factories, 3,000 SF, 10.00 ton

Wet pipe sprinkler systems, steel, ordinary hazard, 1 floor, 5000 SF

Overhead service installation, includes breakers, metering, 20' conduit &

wire, 3 phase, 4 wire, 120/208 V, 200 A

Feeder installation 600 V, including RGS conduit and XHHW wire, 200 ASwitchgear installation, incl switchboard, panels & circuit breaker, 120/208

V, 3 phase, 400 A

Receptacles incl plate, box, conduit, wire, 2.5 per 1000 SF, .3 watts per SF

Miscellaneous power, to .5 watts

Central air conditioning power, 4 wattsFluorescent fixtures recess mounted in ceiling, 0.8 watt per SF, 20 FC, 5

fixtures @32 watt per 1000 SF



48

1.06 2,973.97

2.17 6,078.70

D5090 Other Electrical Systems 0.51 1,427.19

0.51 1,427.19

0% 0 0

E1090 Other Equipment 0 0

0% 0 0

0% 0 0

100% $106.96 $299,486.23

10.00% $10.70 $29,948.62

0.00% $0.00 $0.00

0.00% $0.00 $0.00

$117.66 $329,434.85

Generator sets, w/battery, charger, muffler and transfer switch, gas/gasoline

operated, 3 phase, 4 wire, 277/480 V, 7.5 kW

Communication and alarm systems, fire detection, addressable, 25 detectors,

includes outlets, boxes, conduit and wire

Fire alarm command center, addressable without voice, excl. wire & conduit

Architectural Fees

User Fees

Total Building Cost

E Equipment & Furnishings

F Special Construction

G Building Sitework

SubTotal

Contractor Fees (General Conditions,Overhead,Profit)



49

Saint Anthony Village Lowry Grove Redevelopment TIF DistrictCode Deficiency Cost Report

Parcel B Building 1 2501 Lowry Ave NE St Anthony, MN 55418 - Laundromat and Shower Facility

Code Related Cost Items Unit Cost Units Unit Quantity Total

Accessibility ItemsParking

Code required ADA parking should be created 100.00$ EA 1 100.00$ Building Entrance

Building entrance should be modified to code required access 1,000.00$ EA 1 1,000.00$ Restroom

An ADA code compliant restroom should be created 12.46$ SF 2800 34,888.00$ Shower Facility

An ADA code compliant shower should be created 5.65$ SF 2800 15,820.00$ Door Hardware

Code required ADA door hardware should be installed 250.00$ EA 3 750.00$

Structural Elements

-$

Exiting Vinyl Flooring

Damaged vinyl flooring should be replaced to create an unimpeded means for emergency egress 2.42$ SF 2800 6,776.00$

Fire ProtectionSmoke Detectors

Install code required smoke detectors 1.07$ SF 2800 2,996.00$ Emergency Lighting

Install code required emergency lighting 175.00$ EA 4 700.00$ Emergency Notification System

Install code required emergency notification system 2.69$ SF 2800 7,532.00$ Building Sprinkler system

Install code required building sprinkler system 6.74$ SF 2800 18,872.00$

Exterior ConstructionWindows

Replace damaged windows to prevent water intrusion per code 3.67$ SF 2800 10,276.00$ Vinyl Siding

Repair damaged vinyl siding to prevent water intrusion per code 250.00$ Lump 1 250.00$ Brick Chimney


Code Deficiency Cost ReportParcel B Building 1, Laundromat and Shower

50


Repair damaged brick chimney to prevent water intrusion per code 500.00$ Lump 1 500.00$

Roof ConstructionRoofing Material

Remove damaged roofing material 1.00$ SF 2800 2,800.00$ Install roofing material to prevent water intrusion per code 9.62$ SF 2800 26,936.00$

Mechanical- ElectricalMechanical

Install code compliant HVAC system 8.75$ SF 2800 24,500.00$ Electrical

Code compliant electrical lighting should be installed 2.57$ SF 2800 7,196.00$

Total Code Improvements 161,892$


Code Deficiency Cost ReportParcel B Building 1, Laundromat and Shower

51

Saint Anthony Village Lowry Grove Redevelopment TIF DistrictPhotos: Parcel B Building 1, 2501 Lowry Avenue NE, Laundromat and Shower

Page 1 of 3

P1160658.JPG P1160659.JPG P1160660.JPG

P1160661.JPG P1160662.JPG P1160663.JPG

P1160664.JPG P1160665.JPG P1160666.JPG

P1160667.JPG P1160668.JPG P1160669.JPG

52


Page 2 of 3

P1160670.JPG P1160671.JPG P1160672.JPG

P1160673.JPG P1160675.JPG P1160676.JPG

P1160677.JPG P1160678.JPG P1160679.JPG

P1160680.JPG P1160681.JPG P1160683.JPG

53


Page 3 of 3

P1160684.JPG P1160685.JPG P1160687.JPG

P1160688.JPG P1160689.JPG P1160690.JPG

P1160691.JPG

54

Saint Anthony Village Lowry Grove Redevelopment TIF District Replacement Cost Report


Lowry Park Office and Barber Shop

City of St Anthony2501 Lowry Ave NE , St Anthony , Minnesota ,

55418

Building Type:

Commercial Building with Face Brick / Wood

Frame


Story Count: 1



Labor Type: OPN

Basement Included: Yes





29.19% 69.86 97,803.58

A1010 Standard Foundations 14.98 20,966.69

7.29 10,206.15

7.69 10,760.54

A1030 Slab on Grade 5.57 7,800.30

5.57 7,800.30

A2010 Basement Excavation 3.79 5,312.47

3.79 5,312.47

A2020 Basement Walls 45.52 63,724.12

45.52 63,724.12

26.28% 62.90 88,064.18

B1010 Floor Construction 4.51 6,314.00

0.54 756.00

3.97 5,558.00

B1020 Roof Construction 3.87 5,424.16

3.87 5,424.16

B2010 Exterior Walls 45.17 63,235.02

45.17 63,235.02

B2020 Exterior Windows 2.14 2,996.36

2.14 2,996.36

B2030 Exterior Doors 3.21 4,494.64

2.02 2,821.98

Floor, wood joist, 2 x 10 @16" O.C., 1/2" CDX subfloor

Wood roof, flat rafter, 2" x 10", 16" O.C.

Brick veneer wall, standard face, 2x6 studs @ 16" back‐up, running bond

Windows, aluminum, awning, insulated glass, 4'‐5" x 5'‐3"

Door, aluminum & glass, without transom, wide stile, double door, hardware,

6'‐0" x 7'‐0" opening

Wood column, 6" x 6", 10' x 15' bay, 8' unsupported height, 160 BF/MSF, 230

PSF total allowable load

Estimate Name:



A Substructure

Strip footing, concrete, reinforced, load 11.1 KLF, soil bearing capacity 6 KSF,

12" deep x 24" wideSpread footings, 3000 PSI concrete, load 100K, soil bearing capacity 6 KSF, 4' ‐

6" square x 15" deep

Slab on grade, 4" thick, non industrial, reinforced

Excavate and fill, 10,000 SF, 8' deep, sand, gravel, or common earth, on site

storage

Foundation wall, CIP, 12' wall height, pumped, .444 CY/LF, 21.59 PLF, 12"

thick

B Shell

Saint Anthony Village Lowry Grove Redevelopment TIF District LHB Project No. 170752 Page 1 of 3

Replacement Cost ReportParcel B Building 2, Park Office and Barbershop

55

1.19 1,672.66

B3010 Roof Coverings 4.00 5,600.00

4.00 5,600.00

5.95% 14.23 19,923.00

C1010 Partitions 5.20 7,282.54

0.83 1,160.21

4.37 6,122.33

C1020 Interior Doors 1.29 1,804.26

0.66 917.26

0.63 887.00

C3010 Wall Finishes 0.41 580.53

0.41 580.53

C3020 Floor Finishes 3.03 4,239.14

3.03 4,239.14

C3030 Ceiling Finishes 4.30 6,016.53

4.30 6,016.53

38.59% 92.35 129,298.75

D1010 Elevators and Lifts 49.82 69,752.00

49.82 69,752.00

D2010 Plumbing Fixtures 3.90 5,465.07

1.22 1,706.81

1.16 1,626.00

1.52 2,132.26

D2020 Domestic Water Distribution 1.68 2,349.15

1.68 2,349.15

D3050 Terminal & Package Units 7.13 9,981.73

7.13 9,981.73

D4010 Sprinklers 4.70 6,579.31

4.70 6,579.31

D4020 Standpipes 6.38 8,935.68

6.38 8,935.68

D5010 Electrical Service/Distribution 2.98 4,176.49

0.68 955.15

0.56 782.15

1.74 2,439.19

D5020 Lighting and Branch Wiring 10.17 14,238.06

1.72 2,410.13

0.27 377.33

0.57 796.71

7.61 10,653.89

D5030 Communications and Security 5.59 7,821.26

Overhead service installation, includes breakers, metering, 20' conduit &

wire, 3 phase, 4 wire, 120/208 V, 200 A

Feeder installation 600 V, including RGS conduit and XHHW wire, 200 ASwitchgear installation, incl switchboard, panels & circuit breaker, 120/208

V, 3 phase, 400 A

Receptacles incl plate, box, conduit, wire, 2.5 per 1000 SF, .3 watts per SF

Miscellaneous power, 1 watt

Central air conditioning power, 4 wattsFluorescent fixtures recess mounted in ceiling, 2.4 watt per SF, 60 FC, 15

fixtures @ 32 watt per 1000 SF

Wet standpipe risers, class III, steel, black, sch 40, 4" diam pipe, 1 floor

Painting, interior on plaster and drywall, brushwork, primer & 2 coats

Vinyl, composition tile, maximum

Acoustic ceilings, 5/8" fiberglass board, 24" x 48" tile, tee grid, suspended

support

D Services

Hydraulic, passenger elevator, 1500 lb, 2 floors, 100 FPM

Water closet, vitreous china, tank type, 2 piece close coupled

Lavatory w/trim, vanity top, PE on CI, 18" round

Service sink w/trim, PE on CI,wall hung w/rim guard, 22" x 18"

Gas fired water heater, residential, 100< F rise, 30 gal tank, 32 GPH

Rooftop, single zone, air conditioner, food supermarkets, 5,000 SF, 14.17 ton

Wet pipe sprinkler systems, steel, light hazard, 1 floor, 5000 SF

Door, double leaf, kd steel frame, hollow metal, commercial quality, B label,

2 ‐ 3'‐0" x 7'‐0" x 1‐3/8"

Door, birch, solid core, single door, hinged, 3'‐0" x 7'‐0" opening

Roofing, asphalt flood coat, gravel, coated glass base sheet, 4 plies glass

(type IV), mopped

C Interiors

Wood partition, 5/8"fire rated gypsum board face, none base,2 x 4,@ 16" OC

framing,same opposite face, 0 insul

5/8" gypsum board, taped & finished, painted on 2 x 4 studs 16" O.C.

Door, single leaf, kd steel frame, hollow metal, commercial quality, flush, 3'‐

0" x 7'‐0" x 1‐3/8"



56

1.24 1,742.56

4.34 6,078.70

0% 0 0

E1090 Other Equipment 0 0

0% 0 0

0% 0 0

100% $239.34 $335,089.51

10.00% $23.93 $33,508.95

0.00% $0.00 $0.00

0.00% $0.00 $0.00

$263.27 $368,598.46

SubTotal


Architectural Fees

User Fees

Total Building Cost

G Building Sitework

Communication and alarm systems, fire detection, addressable, 25 detectors,

includes outlets, boxes, conduit and wire

Fire alarm command center, addressable without voice, excl. wire & conduit

E Equipment & Furnishings

F Special Construction



57

Saint Anthony Village Lowry Grove Redevelopment TIF District Code Deficiency Cost Report

Parcel B Building 22501 Lowry Ave NE St Anthony, MN 55418 - Park Office and Barber Shop


Accessibility ItemsThresholds

Modify thresholds to comply with ADA code for minimum height 1,000.00$ EA 4 4,000.00$ Glass Doors

Install code compliant 10-inch kick plates on glass doors 100.00$ EA 3 300.00$ Route Into Building

Create code required accessible route into building 1,000.00$ EA 1 1,000.00$ Accessibility Between Levels

Create code required accessible between levels 49.82$ SF 1400 69,748.00$ Restroom

Install code compliant hardware on restroom sink 250.00$ EA 1 250.00$ Door Hardware

Install code compliant door hardware 250.00$ EA 5 1,250.00$ Handrails

Install code required handrails on basement stairway 100.00$ EA 2 200.00$

Structural Elements

-$

Exiting Carpeting

Replace carpeting to create an unimpeded means of egress per code 3.03$ SF 1400 4,242.00$

Exterior Metal StairwayModify exterior metal stairway to comply with code 500.00$ Lump 1 500.00$


Install code required smoke detectors 1.24$ SF 1400 1,736.00$ Emergency Lighting

Install code required emergency lighting 175.00$ EA 4 700.00$ Emergency Notification System

Install code required emergency notification system 4.34$ SF 1400 6,076.00$ Building Sprinkler system

Install code required building sprinkler system 11.08$ SF 1400 15,512.00$


Code Deficiency Cost ReportParcel B Building 2, Park Office and Barbershop

58


Exterior ConstructionWindowsReplace windows to prevent water intrusion per code 2.14$ SF 1400 2,996.00$


Remove damaged roofing material 1.00$ SF 1400 1,400.00$ Install roofing material to prevent water intrusion per code 4.00$ SF 1400 5,600.00$


Install code compliant HVAC system 7.13$ SF 1400 9,982.00$ Electrical

Install code compliant commercial electrical wiring 1.72$ SF 1400 2,408.00$



Code Deficiency Cost ReportParcel B Building 2, Park Office and Barbershop

59

Saint Anthony Village Lowry Grove Redevelopment TIF DistrictPhotos: Parcel B Building 2, 2501 Lowry Avenue NE, Park Offi ce and Barbershop

Page 1 of 5

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64

Saint Anthony Village Lowry Grove Redevelopment TIF District Replacement Cost Report


Lowry Duplex

City of St. Anthony2501 Lowry Ave NE , St Anthony , Minnesota ,

55418

Building Type:

Economy 1 Story with Vinyl Siding ‐ Wood

Frame


Story Count: 1



Labor Type: RES

Basement Included: No





1.97% 2.40 2,877.34

2.40 2,877.34

19.88% 24.16 28,997.18

2.62 3,148.33

9.23 11,077.09

8.08 9,692.45

4.23 5,079.31

14.00% 17.01 20,415.62

1.94 2,333.30

0.39 465.53

0.30 357.00

0.41 492.83

4.33 5,201.70

7.01 8,414.59

2.63 3,150.67

14.17% 17.21 20,658.34

5.68 6,820.21

0.71 848.39

1.55 1,858.61

6.19 7,426.88

2.37 2,846.29

0.71 857.96

4.34% 5.27 6,325.32

5.27 6,325.32

23.04% 27.99 33,592.41

2.86 3,435.04

Footing excavation, building, 26' x 46', 4' deep

Estimate Name:



01 Site Work

Truss roof framing systems, 24" OC, 4/12 pitch, 1' overhang, 26' span

02 Foundation

Footing systems, 10" thick by 20" wide footing

Block wall systems, 8" wall, grouted, full height

Block wall systems, 8" wall, grouted, full height

Floor slab systems, 4" thick slab

03 Framing

Floor framing, wood joists, #2 or better, pine, 2" x 8", 16" OC

Floor framing, bridging, wood 1" x 3", joists 16" OC

Box sills, #2 or better pine, 2" x 8"

Exterior wall framing systems, 2" x 4", 16" OC

Exterior wall framing systems, 2" x 4", 16" OC

Wall system, 1/2" drywall, taped & finished

Partition framing systems, 2" x 4", 16" OC

04 Exterior Walls

Metal & plastic siding systems, vinyl clapboard siding, 8" wide, white

Non‐rigid insul, batts, fbgls, kraft faced, 3‐1/2" thick, R13, 15" W

Non‐rigid insul, batts, fbgls, kraft faced, 12" thick, R38, 23" wide

Sliding window systems, builder's quality wood window, 3' x 2'

Door systems, solid core birch, flush, 3' x 6'‐8"

Storm door, al, combination, storm & screen, anodized, 3'‐0" x 6'‐8"

05 Roofing

Gable end roofing, asphalt, roof shingles, class A

06 Interiors


Replacement Cost ReportParcel B Building 3, Duplex

65

7.62 9,145.23

2.66 3,192.26

6.61 7,937.63

2.02 2,420.76

0.75 896.53

2.08 2,494.32

1.35 1,614.34

1.06 1,274.35

0.98 1,181.95

3.98% 4.83 5,802.26

2.30 2,755.70

1.39 1,673.22

1.14 1,373.34

3.32% 4.03 4,843.75

3.93 4,720.29

0.10 123.46

3.08% 3.74 4,495.64

1.00 1,199.67

0.32 389.05

1.91 2,291.10

0.51 615.82

12.22% 14.85 17,823.99

1.60 1,920.00

2.30 2,755.70

3.93 4,720.29

1.50 1,804.00

5.52 6,624.00

100% $121.49 $145,831.85

10.00% $12.15 $14,583.19

0.00% $0.00 $0.00

0.00% $0.00 $0.00

$133.64 $160,415.04

Sinks, stainless steel, single bowl 16" x 20"

Wall system, 1/2" drywall, taped & finished

1/2" gypsum wallboard, taped & finished ceilings

Lauan, flush door, hollow core, interior

Carpet, Olefin, 15 oz

Padding, sponge rubber cushion, minimum

Underlayment plywood, 1/2" thick

Resilient flooring, vinyl sheet goods, backed, .070" thick, minimum

Resilient flooring, sleepers, treated, 16" OC, 1" x 3"

Basement stairs, open risers

07 Specialties

Kitchen, economy grade

1.00‐Additional bath adjustment

Water heater, electric, 30 gallon

08 Mechanical

Three fixture bathroom with wall hung lavatory

Thermostat, manual, 1 set back

09 Electrical

100 amp electric service

Duplex receptacles using non‐metallic sheathed cable

Wiring device systems, economy to 1200 S.F.

Light fixture systems, economy to 1200 S.F.

1200‐Heating systems, hot water

1.00‐Additional kitchen adjustment

10 Additional systems

User Fees

Total Building Cost

1.00‐Additional entry & exit adjustment

1.00‐Fireplace & chimney

SubTotal


Architectural Fees


Replacement Cost ReportParcel B Building 3, Duplex

66

Saint Anthony Village Lowry Grove Redevelopment TIF District Code Deficiency Cost Report

Parcel B Building 32551/2553 2551-2553 Stinson BLVD NE, St Anthony, MN - Duplex


Accessibility ItemsBasement Floor to Ceiling Height

Modify floor to ceiling height in basement to comply with code 20.00$ SF 1200 24,000.00$

Structural ElementsFoundation Walls

Repair damaged/cracked foundation walls to prevent water intrusion per code 750.00$ Lump 1 750.00$

Exiting Basement Stairs and Stairway

Modify stair rise and run to comply with code 100.00$ EA 13 1,300.00$ Modify stairway width to comply with code 2,500.00$ Lump 1 2,500.00$


Install code required smoke detectors 125.00$ SF 7 875.00$ Carbon Monoxide Detectors

Install code required carbon monoxide detectors 125.00$ EA 3 375.00$ Arc Fault Circuit Interrupters

Install code required AFCI's in living areas 75.00$ EA 8 600.00$

Exterior ConstructionExterior Vegetation

Remove excessive exterior vegetation around building to comply with code 500.00$ Lump 1 500.00$

Vinyl SidingRepair/replace damaged vinyl siding to prevent water intrusion per code 250.00$ Lump 1 250.00$

Chimney BrickRepair chimney brick to prevent water intrusion per code 1,500.00$ Lump 1 1,500.00$


Remove roofing material 0.75$ SF 1200 900.00$ Properly install roofing material to comply with code 5.27$ SF 1200 6,324.00$


Replace HVAC system to comply with code 1.60$ SF 1200 1,920.00$


Code Deficiency Cost ReportParcel B Building 3, Duplex

67


ElectricalProtect all exposed electrical wiring per code 125.00$ EA 2 250.00$ Replace all electrical wiring and install properly spaced outlets to comply with code 2.74$ SF 1200 3,288.00$



Code Deficiency Cost ReportParcel B Building 3, Duplex

68

Saint Anthony Village Lowry Grove Redevelopment TIF DistrictPhotos: Parcel B Building 3, 2551/2553 Stinson Boulevard NE, Duplex

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74

4812-0832-7649\1

ST. ANTHONY HOUSING & REDEVELOPMENT AUTHORITY CITY OF ST. ANTHONY

HENNEPIN COUNTY STATE OF MINNESOTA

RESOLUTION 21-05

RESOLUTION RECOMMENDING THAT THE CITY COUNCIL ADOPT A MODIFICATION TO THE DEVELOPMENT PROGRAM FOR REDEVELOPMENT PROJECT AREA NO. 3 AND ESTABLISH LOWRY GROVE TIF DISTRICT THEREIN AND ADOPT A TAX INCREMENT FINANCING PLAN THEREFOR.

WHEREAS, there is a proposal to adopt a Modification to the Development Program for Redevelopment Project Area No. 3 (the “Development Program Modification”) and establish Lowry Grove TIF District therein and adopt a Tax Increment Financing Plan (the “TIF Plan”) therefor (the Development Program Modification and the TIF Plan are referred to collectively herein as the “Program Modification and TIF Plan”), all pursuant to and in conformity with applicable law, including Minnesota Statutes, Sections Sections 469.001 to 469.047, and Sections 469.174 to 469.1794, inclusive, as amended (the “Act”); and

WHEREAS, the City of St. Anthony (the “City”) has investigated the facts relating to the Program Modification and TIF Plan and has caused the Program Modification and TIF Plan to be prepared; and

WHEREAS, the City has performed all actions required by law to be performed prior to the adoption of the Program Modification and TIF Plan, and has scheduled a public hearing on the Program Modification and TIF Plan upon published notice as required by law.

NOW, THEREFORE, BE IT RESOLVED by the St. Anthony Housing & Redevelopment Authority (the “HRA”) as follows:

1. The HRA hereby recommends that the City finds that the Program Modification and TIF Plan conforms in all aspects to the requirements of the Act and will increase the availability of safe and decent life-cycle housing in the City and that the adoption of the proposed Program Modification and TIF Plan will help provide employment opportunities in the State and preserve and enhance the tax base of the City and the State and thereby serves a public purpose.

2. The HRA further recommends that the City finds that the Program Modification and TIF Plan will afford maximum opportunity, consistent with the sound needs of the City as a whole, for the development or redevelopment of Redevelopment Project Area No. 3 by private enterprise in that the intent is to provide only that public assistance necessary to make the private developments financially feasible. Financial estimates of constructing life-cycle housing make the proposed project cost prohibitive without substantial public assistance.

3. The HRA hereby approves the Program Modification and TIF Plan, as presented to the HRAon this date, and recommends that they be established and adopted by the City Council of the City.

Approved by the St. Anthony Housing & Redevelopment Authority this 23rd day of March, 2021.

_______________________________ Chair

ATTEST:

_________________________ City Clerk

75


76

MEMORANDUM TO: Charlie Yunker – City Manager and HRA Executive Director

FROM: Stacie Kvilvang - Ehlers

DATE: March 23, 2021

SUBJECT: TIF Agreement -Development 65

Overview: In June and September of 2020, the City Council reviewed and discussed a request for public financial assistance from Development 65 in connection to the Hayden Grove Senior Living project at a work session. They are constructing a 135-unit senior rental facility consisting of independent living, assisted living and memory care units, of which 7 of the units (5%) will be affordable to persons at or below 50% of the area median income (AMI). Below are the terms of the TIF Agreement:

1. General a. Redevelopment Agreement is between the City, HRA and SA Senior Living LLC for the

Development 65 Project

b. Developer has deposited $10,000 escrow with the City to pay for all legal and financial consultant work in conjunction with sizing of the TIF note and preparation of the TIF agreement. If $10,000 is not adequate, the developer is required to deposit additional funds until all costs are paid in full.

2. Development and Timing of Construction a. Construction of an approximately 135-unit senior care facility with independent living, assisted

living and memory care.

b. Must commence construction by July 31, 2021 and be completed by July 31, 2023

3. Declaration of Restrictive Covenants a. The Developer will record a Declaration of Restrictive Covenants that will be in place for 15

years from date of Certificate of Occupancy that states:

(1) 7 units (5%) will be affordable to persons at or below 50% AMI and the units will be mixed withing studio or 1-bedroom independent living or assisted living;

(2) Rental rates are based upon the rents (inclusive of utilities) set by HUD on an annual

basis;

(3) Developer will annually report meeting the affordability requirement to the City;

77

(4) Developer has to reimburse the City annually for its costs related to review of compliance with the affordability restrictions; and

(5) TIF payments can be withheld in any given year if the Developer is not in compliance with

the affordability requirements.

b. Developer can’t transfer ownership of property without the Written consent of the City or HRA, which will not be reasonable withheld.

4. Minimum Assessment Agreement (MAA)

a. Developer is required to file a MAA with the County which will be in place through the term of the TIF Note as follows:

i. Value as of January 2, 2022 shall not be less than $10,800,000 ii. Value as of January 2, 2023 shall not be less than $21,600,000

5. Tax Increment

b. The City is creating the Lowry Grove TIF District on March 23, 2021

c. The Developer will receive a pay-as-you-go note in the amount of $2,350,000 after providing proof of expenditures for qualified costs.

i. Qualified costs are as follows:

Demolition $63,610 Site Utilities $2,155,193 Roads & Walks (City Extension) $61,709 Soil correction $137,740 TOTAL $2,418,252

ii. Term of the TIF Note will be for 9 years

iii. Interest will be paid at the lesser of 4% or their actual financing rate

iv. Developer will receive 90% of the tax increment generated from their project

d. The Note will not be issued if there is an event of default and will only be issued after receipt

of a certificate of occupancy and the Declaration of Restrictive Covenants has been recorded

e. The developer has to inform the City/HRA if they petition for a reduction in their tax value. If this occurs, the City/HRA will only pay out at the MAA amount until the petition is stipulated or dismissed.

Please contact me at 651-697-8506 with any questions.

78

DRAFT 3/16/2021

REDEVELOPMENT AGREEMENT

IN

REDEVELOPMENT PROJECT AREA NO. 3

AND

LOWRY GROVE TAX INCREMENT FINANCING DISTRICT

ST. ANTHONY, RAMSEY COUNTY, MINNESOTA

By and Among

HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY,

CITY OF ST. ANTHONY, MINNESOTA

And

SA SENIOR LIVING LLC

for the

DEVELOPMENT 65 PROJECT

________________________

Dated as of [Month] 1, 2021 ________________________

This Document Was Drafted By:

DORSEY & WHITNEY LLP (GIT) Suite 1500 50 South Sixth Street Minneapolis, Minnesota 55402

79

i

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS ............................................................................................................2

Definitions................................................................................................................2

ARTICLE 2 REPRESENTATIONS AND WARRANTIES ...........................................................4

HRA Representations...............................................................................................4 Developer Representations ......................................................................................5 Use, Ownership of Development Property; Restrictions; Use of

Development Property .............................................................................................6 Ownership of Development Property ......................................................................6 Declaration of Restrictive Covenants ......................................................................6 Damage or Destruction ............................................................................................6 Relocation Costs ......................................................................................................6 Assessment Agreement ............................................................................................6 Affordability. ...........................................................................................................6

ARTICLE 3 CONSTRUCTION OF PROJECT ..............................................................................9

Reserved. ..................................................................................................................9 Restrictions on Development; Conditions of City/HRA Approval. ........................9 Construction Plans ...................................................................................................9 Undertaking of Project .............................................................................................9 Certificate of Occupancy; Certificate of Completion ............................................10 Progress Reports ....................................................................................................10 Access to Development Property ...........................................................................10 Modification; Subordination ..................................................................................10

ARTICLE 4 DEFENSE OF CLAIMS; INSURANCE ..................................................................11

Defense of Claims ..................................................................................................11 Insurance ................................................................................................................12

ARTICLE 5 PUBLIC ASSISTANCE ...........................................................................................13

Development Costs ................................................................................................13 Reimbursement for Qualified Costs.......................................................................13 Conditions Precedent to Provision of Public Assistance. ......................................14 Satisfaction of Conditions Precedent .....................................................................14 Notice of Default....................................................................................................15 Real Property Taxes ...............................................................................................15

ARTICLE 6 PROHIBITIONS AGAINST ASSIGNMENT AND TRANSFER ..........................16

Transfer of Property and Assignment ....................................................................16

80

ii

Termination of Limitations on Transfer ................................................................17

ARTICLE 7 EVENT OF DEFAULT; FEES .................................................................................17

Events of Default ...................................................................................................17 City and Authority Events of Default ....................................................................18 Cure Rights ............................................................................................................18 Remedies on Default ..............................................................................................18 No Remedy Exclusive............................................................................................19 Waivers ..................................................................................................................19 Agreement to Pay Attorneys’ Fees ........................................................................19

ARTICLE 8 GENERAL PROVISIONS .......................................................................................20

Conflicts of Interest; HRA and City Representatives Not Individually Liable .....................................................................................................................20

Equal Employment Opportunity ............................................................................20 Restrictions on Use ................................................................................................20 Titles of Articles and Sections ...............................................................................20 Business Subsidies Act ..........................................................................................20 Term of Agreement ................................................................................................20 Provisions Surviving Termination .........................................................................21

ARTICLE 9 ADMINISTRATIVE PROVISIONS ........................................................................21

Notices and Demands ............................................................................................21 Counterparts ...........................................................................................................22 Binding Effect ........................................................................................................22 Severability ............................................................................................................22 Amendments, Changes and Modifications ............................................................22 Further Assurances and Corrective Instruments ....................................................22 Captions .................................................................................................................22 Applicable Law ......................................................................................................22 Limited Liability ....................................................................................................22 Estoppel Certificates ..............................................................................................23

EXHIBIT A DEVELOPMENT PROPERTY EXHIBIT B COVENANTS AND RESTRICTIONS EXHIBIT C PROJECT DESCRIPTION; QUALIFIED COSTS EXHIBIT D CERTIFICATE OF COMPLETION EXHIBIT E FORM OF ASSESSMENT AGREEMENT EXHIBIT F FORM OF LIMITED TAX INCREMENT REVENUE NOTE EXHIBIT G FORM OF DECLARATION OF COVENANTS AND RESTRICTIONS

(Affordable Housing)

81

REDEVELOPMENT AGREEMENT THIS Redevelopment Agreement (this “Agreement”), made and entered into as of this 1st

day of [Month], 2021, by and among the HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “HRA”), the CITY OF ST. ANTHONY, a Minnesota statutory city (the “City”), and SA SENIOR LIVING LLC, a Minnesota limited liability company (the “Developer”).

WITNESSETH:

WHEREAS, the City and the HRA have established Redevelopment Project Area No. 3 (the “Redevelopment District”) pursuant to the Redevelopment Plan for the Redevelopment District, as modified (as so modified the “Redevelopment Plan”);

WHEREAS, the Developer is proposing to construct a 135-unit senior care facility with

independent living, assisted living and memory care (the “Project”) in the Redevelopment District; WHEREAS, under M.S., Sections 469.174 through 469.1794 (the “TIF Act”), the HRA is

authorized to finance certain public redevelopment costs of a redevelopment project with tax increment revenues derived from a tax increment financing district established within a redevelopment project area;

WHEREAS, the City and the HRA have held public hearings to consider the adoption of a

tax increment financing plan and the creation and establishment of a tax increment financing district pursuant to the TIF Act and established Lowry Grove Tax Increment Financing District, a “redevelopment district” (the “TIF District”) pursuant to M.S., Section 469.174, Subdivision 10, and approved a Tax Increment Financing Plan therefor (the “TIF Plan”);

WHEREAS, in order to achieve the objectives of the Redevelopment Plan and the

TIF Plan, the HRA intends to provide assistance to the Developer through tax increment financing, as described in the TIF Act to finance the Project;

WHEREAS, the HRA has determined that, in order to accomplish the purposes specified in and to carry out the Redevelopment Plan and the TIF Plan, it is necessary and desirable for the HRA to reimburse the Developer for certain costs to be incurred and paid by the Developer in connection with the Project; and

WHEREAS, the City will apply tax increment revenues generated from the TIF District to (i) pay or reimburse the City for administrative expenses relating to the TIF District to the extent permitted by the TIF Act and (ii) reimburse the Developer, with interest, for certain costs incurred in connection with the construction of the Project; and

WHEREAS, the HRA and the City believe that the development activities associated with the Project pursuant to this Agreement are in the best interests of the City and benefit the health, safety, morals and welfare of its residents, and comply with the applicable state and local laws and requirements under which the Project has been undertaken and is being assisted.

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NOW, THEREFORE, in consideration of the foregoing premises and the mutual obligations set forth in this Agreement, the parties hereto hereby agree as follows:

[The remainder of this page is intentionally left blank.]

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ARTICLE 1 Definitions

Definitions.

In this Agreement, unless a different meaning clearly appears from the context:

“Act” means M.S., Sections 469.001 through 469.047.

“AMI” means the Area Median Income for the Minneapolis-Saint Paul-Bloomington Metropolitan Statistical Area (including adjustments for household size), as determined by the U.S. Department of Housing and Urban Development.

“Affordable Housing Restrictive Covenant” has the meaning set forth in Section 2.09(c).

“Affordable Units” has the meaning set forth in Section 2.09(b)(i).

“Agreement” means this Agreement, as the same may be from time to time modified, amended or supplemented.

“Assessment Agreement” means the Assessment Agreement between the City and the Developer in the form set forth as Exhibit E hereto.

“Available Tax Increment” means 90 percent (90%) of the tax increment revenues generated by the Project as computed pursuant to M.S., Section 469.177, as amended from time to time.

“Business Subsidies Act” means M.S., Sections 116J.993 through 116J.995.

“Certificate of Completion” means a certification in the form attached hereto as Exhibit D, to be provided to the Developer pursuant to this Agreement.

“City” means the City of St. Anthony, Minnesota, a Minnesota statutory city.

“City Council” means the City Council of the City.

“Construction Plans” means the plans, specifications, drawings and related documents for the construction work to be performed by the Developer on the Development Property.

“County” means the County of Ramsey, Minnesota, a political subdivision of the State of Minnesota.

“Cure Rights” means the rights to cure a Default as specified in Section 7.03 before such Default is deemed to be an Event of Default.

“Default Notice” means written notice from the City to the Developer setting forth the Event of Default and the action required to remedy the same.

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“Developer” means SA Senior Living LLC, a limited liability company under the laws of the State of Minnesota.

“Development Property” or “Property” means the real property described in Exhibit A attached hereto.

“Eligibility Certification” has the meaning set forth in Section 2.09(b)(iv).

“Event of Default” means as any of the events set forth in Section 7.01 hereof.

“HRA” means the Housing and Redevelopment Authority of St. Anthony, a public body corporate and politic organized and existing under the laws of the State.

“Legal and Administrative Expenses” means the fees and expenses incurred by the City or HRA in connection with review and analysis of the development proposed under this Agreement with the adoption and administration of the TIF Plan and establishment of the TIF District, the preparation of this Agreement and the issuance of the TIF Note including, but not limited to, attorney and municipal advisor fees and expenses;

“Mortgage” means any mortgage made by the Developer which covers, in whole or in part,

the Development Property.

“Mortgagee” means the owner or holder of a Mortgage.

“M.S.” means Minnesota Statutes.

“Project” means the 135-unit senior care facility with independent living, assisted living and memory care.

“Public Assistance” means the Available Tax Increment to be paid under Article 5 hereof.

“Qualified Costs” means costs incurred by Developer in connection with construction of the Project that are reimbursable from tax increment pursuant to Sections 469.174, Subd. 10 and 469.1761 of the TIF Act, which are shown on Exhibit C to this Agreement. The total principal amount of any and all tax increment notes issued to reimburse the Developer for Qualified Costs of the Project will not exceed $2,350,000.

“Redevelopment District” means Redevelopment Project Area No. 3, designated pursuant to the Act.

“Redevelopment Plan” means the Redevelopment Plan developed for the Redevelopment District.

“Restrictions” means the easements, covenants, conditions and restrictions set forth in Exhibit B attached hereto.

“Section” means a Section of this Agreement, unless used in reference to M.S..

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“State” means the State of Minnesota.

“Termination Date” means the earlier of (i) February 1, 2032, (ii) the date the TIF Note is paid in full, (iii) the date on which the Tax Increment District expires or is otherwise terminated, or (iv) the date this Agreement is terminated or rescinded in accordance with its terms;

“TIF Act” means M.S., Sections 469.174 through 469.1794, as amended.

“TIF District” means Lowry Grove Tax Increment Financing District, a redevelopment district, established by the City Council.

“TIF Note” means the Tax Increment Revenue Note (SA Senior Living LLC) to be executed by the HRA and delivered to the Developer pursuant to Article 5 hereof, the form of which is attached hereto as Exhibit F.

“TIF Plan” means the Tax Increment Financing Plan for the Lowry Grove Tax Increment Financing District approved by the City Council and HRA and adopted on March 23, 2021.

“Unavoidable Delay” means a failure or delay in a party’s performance of its obligations under this Agreement, or during any cure period specified in this Agreement which does not entail the mere payment of money, not within the party’s reasonable control, including but not limited to acts of God, governmental agencies (including, without limitation Executive Orders and compliance with CDC guidelines in response to the COVID pandemic or other health crisis), the other party, strikes, labor disputes (except disputes which could be resolved by using union labor), fire or other casualty, or lack of materials; provided that within ten (10) days after a party impaired by the delay has knowledge of the delay it shall give the other party notice of the delay and the estimated length of the delay, and shall give the other party notice of the actual length of the delay within ten (10) days after the cause of the delay has ceased to exist. The parties shall pursue with reasonable diligence the avoidance and removal of any such delay. Unavoidable Delay shall not extend performance of any obligation unless the notices required in this definition are given as herein required.

ARTICLE 2 Representations and Warranties

HRA Representations.

The HRA makes the following representations to the Developer:

(a) The HRA is a public body corporate and politic organized and existing under the laws of the State. Under the provisions of the Act, the HRA has the power to enter into this Agreement and carry out its obligations hereunder.

(b) The HRA has designated the Redevelopment District and has adopted the Redevelopment Plan in accordance with the provisions of the Act and has created the TIF District and adopted the TIF Plan in accordance with the provisions of the TIF Act.

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Developer Representations.

The Developer represents and warrants that:

(a) The Developer is a Minnesota limited liability company and has power to enter into this Agreement and has duly authorized, by all necessary corporate action, the execution and delivery of this Agreement.

(b) Developer will, to the extent required by this Agreement, construct the Project in accordance with the terms of this Agreement, the TIF Plan and all local, state and federal laws and regulations.

(c) At such time or times as may be required by law, the Developer will have complied with all local, state and federal environmental laws and regulations applicable to the Project, and will have obtained any and all necessary environmental reviews, licenses and clearances. The Developer has received no written notice or communication from any local, state or federal official that the activities of the Developer or the HRA with respect to the Development Property may be or will be in violation of any environmental law or regulation. The Developer is aware of no facts the existence of which would cause it to be in violation of any local, state or federal environmental law, regulation or review procedure with respect to the Development Property.

(d) Neither the execution or delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented by, limited by, conflicts with, or results in a breach of, any restriction, agreement or instrument to which the Developer is now a party or by which the Developer is bound.

(e) The Developer has no knowledge or information that any member of the HRA, City Council, or any other officer of the HRA or City has any direct or indirect financial interest in the Developer, the Development Property, or the Project.

(f) The Developer will obtain, in a timely manner, all required permits, licenses and approvals, and will meet, in a timely manner, all requirements of all local, state and federal laws and regulations which must be obtained or met in connection with the Project. Without limitation to the foregoing, the Developer will request and seek to obtain from the HRA or the City all necessary variances, conditional use permits and zoning changes.

(g) The Developer would not undertake the Project without the financial assistance to be provided by the City pursuant to this Agreement and the TIF Plan.

(h) Apart from the assistance to be provided under this Agreement, the Developer shall pay all standard charges and fees due with respect to real estate developments and allocable to the Development Property under City ordinances and the City Code, including but not limited to special assessments for local improvements, sewer and water use charges, building permit fees, plat fees, inspection fees, storm water fees and the like used against the Development Property.

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Use, Ownership of Development Property; Restrictions; Use of Development Property. The Developer’s use of the Development Property shall be subject to and in compliance with all of the conditions, covenants, restrictions and limitations imposed by this Agreement, the Restrictions, and all applicable laws, ordinances and regulations.

Ownership of Development Property. The Developer hereby represents and warrants that prior to commencement of construction of the Project that Developer will be the owner in fee simple of the Development Property and that there are no liens, defects or other encumbrances upon title to the Development Property that would hinder the development of the Development Property by the Developer as contemplated by this Agreement.

Declaration of Restrictive Covenants. The Developer shall prepare, execute, and record on the title to the Development Property a Declaration of Restrictive Covenants, in form approved by the City, which includes the Restrictions set forth in Exhibit B. If the Developer determines that operation of the Development Property and the Project would endanger the financial viability thereof or the Developer’s lender(s) requests reasonable modifications, the Developer may request the HRA or City Council to consent to the amendment, modification or termination of any of the restrictions in any respect. The HRA and the City are under no obligation to amend, modify or terminate any of the restrictions and may, in their sole and absolute discretion, refuse to do so.

Damage or Destruction. Subject to any mortgage requirements that would require the Developer to act sooner, upon any damage or destruction of the Project, or any portion thereof, by fire or other casualty, the Developer shall within one hundred twenty (120) days after such damage or destruction, commence the process required to repair, reconstruct and restore the damaged or destroyed Project, or portion thereof, to substantially the same condition or utility value as existed prior to the event causing such damage or destruction and shall diligently pursue such repair, reconstruction and restoration.

Relocation Costs. The Developer shall pay all relocation costs or expenses required under federal or state law to be paid to any owner or occupant of the Development Property as a result of the Project, and shall indemnify and hold harmless the HRA and the City, their governing body members, officers, and agents including the independent contractors, consultants, and legal counsel, servants and employees thereof from any such relocation costs and expenses in accordance with the provisions of Section 4.01.

Assessment Agreement. The Assessment Agreement shall be executed by the Developer and the HRA as of the date hereof, and the Developer shall cause the Assessment Agreement and an executed Assessor’s Certificate attached as Exhibit C thereto to be recorded on the title to the Development Property.

Affordability.

(a) The Development Property shall not be used for any purpose other than a senior care facility with independent living, assisted living and memory care meeting the requirements set forth in this Section 2.09, without the prior written approval of the City and the HRA during the period commencing on the date hereof and until no earlier than

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the 15th anniversary of the date the certificate of completion is issued (the “Qualified Project Period”).

(b) The covenants and restrictions set forth in this Section and contained in the Affordable Housing Restrictive Covenant shall apply during the Qualified Project Period.

i. Affordable Units. Developer covenants that at least seven (7) units or, five percent (5%) of the total units, within the Project (the “Affordable Units”) will be studio or one-bedroom independent living or assisted living units reserved for households who have a combined gross annual income which does not exceed 50% of the Area Median Income (“AMI”).

Any changes in the affordability levels of the Affordable Units or the type of Affordable Units set forth herein shall require the prior written approval of the City and the HRA, which such consent will not be unreasonably conditioned, delayed, or withheld. For avoidance of doubt, it will be deemed reasonable if the City or HRA withholds its consent to any proposed change in affordability levels or types of Affordable Units that do not comply with applicable law.

ii. Qualifying Tenants. Each Affordable Unit shall be leased to and occupied (or held vacant and available for occupancy) for the duration of the Qualified Project Period only by a household who, at initial occupancy, has a combined gross annual income which does not exceed the AMI threshold. Each subsequent tenant of the Affordable Unit must be a Qualifying Tenant.

iii. Rental Rates. The monthly rental cost for each Affordable Unit will include rent and utility costs for the metropolitan area that includes the City adjusted for bedroom size and calculated annually by the Department of Housing and Urban Development and posted by Minnesota Housing for establishing rent limits for the Housing Tax Credit Program. During the Qualified Project Period, the form of lease to be utilized by Developer in renting Affordable Units will provide that rental rates charged to any tenant of an Affordable Unit cannot be increased more than once in any 12-month period.

iv. Certification of Tenant Eligibility. No tenant household shall be approved by Developer for initial occupancy of an Affordable Unit unless and until Developer has determined (through verification of income, assets, expenses, and deductions) whether such tenant household is a Qualifying Tenant for the applicable Affordable Unit. Each person who is intended to be a Qualifying Tenant will be required at the commencement of the initial lease of an Affordable Unit to sign and deliver to Developer a “Certification of Tenant Eligibility” in a form reasonably approved by the Authority (the

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“Eligibility Certification”), in which the prospective tenant certifies as to qualifying as an applicable Qualifying Tenant. Eligibility Certifications may be obtained no more than 120 days before a Qualifying Tenant occupies an Affordable Unit. In addition, the person will be required to provide whatever other information, documents, or certifications are deemed reasonably necessary by the Authority to substantiate the Eligibility Certification. Eligibility Certifications will be maintained on file by Developer with respect to each Qualifying Tenant who resides or resided in an Affordable Unit for a period of 10 years following the end of the Qualified Project Period, unless, following written request from the Developer identifying Eligibility Certifications that Developer wishes to discard the HRA consents to the Developer’s request to discard said Eligibility Certification. Developer must re-examine and verify the income of each tenant household living in an Affordable Unit annually unless, during such year, no Affordable Unit is occupied by a new tenant household whose income exceeds the applicable income limit for Qualifying Tenants. In addition, no re-certification shall be required if a Qualifying Tenant moves to a different Affordable Unit.

v. Additional Affordable Housing Requirements.

A. No security deposit shall be required in excess of the amount of one month of rent in connection with any Affordable Unit.

B. During the final year of the affordability period, new leases for the Affordable Units must be for a term of no less than six months, and such newly leased Affordable Units will be subject to all the requirements of this Section until the expiration of such new leases.

C. Developer shall, upon annual invoicing, reimburse the City (or such subdivision of the City administrating affordable housing requirements) for reasonable third-party expenses related to monitoring of Developer’s compliance with this Section and the Affordable Housing Restrictive Covenant (plus any additional costs necessitated by re-inspections for noncompliance) and thereafter be subject to reasonable adjustment from time to time. As of the Effective Date, $500.00 is an estimated annual cost based on other affordable housing projects in the City, following full occupancy of the Affordable Units.

(c) The requirements of this Section will be set forth in a separate restrictive covenant in substantially the form attached to this Agreement as Exhibit G (the “Affordable Housing Restrictive Covenant”) and recorded against the Development Property.

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(d) As a condition precedent to receiving the Public Assistance in a given year, the Developer shall be in compliance with the requirements of this Section in such year.

ARTICLE 3 Construction of Project

Reserved.

Restrictions on Development; Conditions of City/HRA Approval. The Developer may not construct or permit any Development to occur on any part of the Development Property until the Developer satisfies the conditions described in this Section. After the Developer satisfies the conditions described in this Section, the Developer may not, except upon the termination of this Agreement or otherwise as provided herein, construct or permit any Development to occur on any part of the Development Property until the City has approved the Construction Plans.

Construction Plans. Prior to commencing construction of the Project, the Developer shall make available to the City for review Construction Plans for the Project. The Construction Plans shall provide for construction of the Project in conformity with the Redevelopment Plan, the TIF Plan, this Agreement, and all applicable state and local laws and regulations. The City shall approve the Construction Plans in writing if, in the reasonable discretion of the City, the Construction Plans: (a) conform to the Redevelopment Plan, the Modification, the TIF Plan, this Agreement, and to any subsequent amendments thereto approved by the City; (b) conform to all applicable federal, state and local laws, ordinances, rules and regulations; (c) are adequate to provide for construction of the Project; and (d) no Event of Default has occurred.

No approval by the City shall relieve the Developer of the obligation to comply with the terms of this Agreement, applicable federal, state and local laws, ordinances, rules and regulations, or to properly construct the Project. No approval by the City shall constitute a waiver of an Event of Default. Any disapproval of the Construction Plans shall set forth the reasons therefore and shall be made within thirty (30) days after the date of their receipt by the City. If the City rejects the Construction Plans, in whole or in part, the Developer shall submit new or corrected Construction Plans within thirty (30) days after written notification to the Developer of the rejection. The provisions of this Section relating to approval, rejection and resubmission of corrected Construction Plans shall continue to apply until the Construction Plans have been approved by the City.

Undertaking of Project.

(a) Subject to Unavoidable Delay, Developer shall commence the Project by July 31, 2021, and cause the Project to be completed in accordance with the terms of this Agreement by July 31, 2023.

(b) All work with respect to the Project shall be in substantial conformity with the Construction Plans approved by the City.

(c) The Developer shall not interfere with, or construct any improvements over, any public street or utility easement without the prior written approval of the City. All

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connections to public utility lines and facilities shall be subject to approval of the City and any private utility Developer involved. Except for public improvements, which are undertaken by the City or other governmental body and assessed against benefited properties, all street and utility installations, relocations, alterations and restorations shall be at the Developer’s expense and without expense to the City. The Developer, at its own expense, shall replace any public facilities or utilities damaged during the Project by the Developer or its agents or by others acting on behalf of or under the direction or control of the Developer.

Certificate of Occupancy; Certificate of Completion.

(a) Upon the Developer’s request following the City’s issuance of a certificate of occupancy with respect to the Project, the City will furnish the Developer with a Certificate of Completion for the Project, in substantially the form attached hereto as Exhibit D, as conclusive evidence of satisfaction and termination of the agreements and covenants of this Agreement with respect to the obligations of the Developer to complete the Project. The furnishing by the City of such Certificate of Completion shall not constitute evidence of compliance with or satisfaction of any obligation of the Developer to any Mortgagee.

(b) If the City shall refuse or fail to provide a Certificate of Completion following the Developer’s request, the City shall, within ten (10) days after the Developer’s request, provide the Developer with a written statement specifying in what respects the Developer has failed to complete the Project in accordance with this Agreement, or is otherwise in default, and what measures or acts will be necessary, in the reasonable opinion of the City, for the Developer to obtain the Certificate of Completion.

Progress Reports. Until the Certificate of Completion is issued for the Project, the Developer shall make, in such detail as may reasonably be required by the HRA or the City, and forward to the HRA and the City, within ten (10) days of a request by either or both the HRA and the City, a written report as to the actual progress of construction.

Access to Development Property. The Developer agrees to permit the City and HRA and any of their officers, employees or agents access to the Development Property at all reasonable times following reasonable notice, for the purpose of inspection of all work being performed in connection with the Project; provided, however, that neither the City nor HRA shall have an obligation to inspect such work.

Modification; Subordination. The HRA agrees to subordinate its rights under this Agreement to the holder of any Mortgage securing construction or permanent financing, in accordance with the terms of a subordination agreement in a form reasonably acceptable to the HRA.

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ARTICLE 4 Defense of Claims; Insurance

Defense of Claims.

(a) The Developer shall indemnify and hold harmless the HRA, the City, their governing body members, officers, and agents including the independent contractors, consultants, and legal counsel, servants and employees thereof (hereinafter, for the purposes of this Section, collectively the “Indemnified Parties”) for any expenses (including reasonable attorneys’ fees), loss, damage to property, or death of any person occurring at or about, or resulting from any defect in, the Project; provided, however, the Developer shall not be required to indemnify any Indemnified Party for any claims or proceedings arising from any negligent or unlawful acts or omissions of such Indemnified Party. Promptly after receipt by the HRA or the City of notice of the commencement of any action in respect of which indemnity may be sought against the Developer under this Section 4.01, such person will notify the Developer in writing of the commencement thereof, and, subject to the provisions hereinafter stated, the Developer shall assume the defense of such action (including the employment of counsel, who shall be counsel reasonably satisfactory to the HRA and the City) and the payment of expenses insofar as such action shall relate to any alleged liability in respect of which indemnity may be sought against the Developer. The HRA and the City shall have the right to employ separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall not be at the expense of the Developer unless the employment of such counsel has been specifically authorized by the Developer. Notwithstanding the foregoing, if the HRA or the City has been advised by independent counsel that there may be one or more legal defenses available to it which are different from or in addition to those available to the Developer, the Developer shall not be entitled to assume the defense of such action on behalf of the HRA or the City, but the Developer shall be responsible for the reasonable fees, costs and expenses (including the employment of counsel) of the HRA and the City in conducting their defense. The Developer shall not be liable to indemnify any person for any settlement of any such action effected without the Developer’s consent. The omission to notify the Developer as herein provided will not relieve the Developer from any liability which they may have to any Indemnified Party pursuant hereto, otherwise than under this Section.

(b) The Developer agrees to protect and defend the Indemnified Parties, and further agrees to hold the aforesaid harmless, from any claim, demand, suit, action or other proceeding whatsoever by any person or entity arising or purportedly arising from the actions or inactions of the Developer (or other persons acting on its behalf or under its direction or control) under this Agreement, or the transactions contemplated hereby or the acquisition, construction, installation, ownership, and operation of the Project; provided that this indemnification shall not apply to the warranties made or obligations undertaken by the HRA or the City in this Agreement or to any actions undertaken by the HRA or the City which are not contemplated by this Agreement but shall, in any event, apply to any pecuniary loss or penalty (including interest thereon from the date the loss is incurred and funded or penalty is paid by the HRA or the City at a rate equal to the prime rate) as a result of the Project, as constructed and operated by the Developer, causing the TIF District to

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cease to qualify as a “redevelopment district” under the TIF Act or to violate limitations as to the use of the revenues therefrom as set forth in the TIF Act.

(c) All covenants, stipulations, promises, agreements and obligations of the HRA and the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations of the HRA and the City and not of any governing body member, officer, agent, servant or employee of the HRA or the City, as the case may be.

Insurance.

(a) Subject to the terms of any Mortgage relating to the Development Property, the Developer shall keep and maintain the Development Property and Project at all times insured against such risks and in such amounts, with such deductible provisions, as are customary in connection with facilities of the type and size comparable to the Project, and the Developer shall carry and maintain, or cause to be carried and maintained, and pay or cause to be paid timely the premiums for direct damage insurance covering all risks of loss, including, but not limited to, the following:

1. fire 2. extended coverage perils 3. vandalism and malicious mischief 4. boiler explosion (but only if steam boilers are present) 5. collapse

on a replacement cost basis in an amount equivalent to the full insurable value thereof. “Full insurable value” shall include the actual replacement cost of the Project, exclusive of foundations and footings, without deduction for architectural, engineering, legal or administrative fees or for depreciation. Insurance in effect with respect to any portion of the Project to be rehabilitated or renovated as a part of the Project prior to the issuance by the City of a Certificate of Completion under Section 3.03 hereof with respect thereto shall be maintained on an “all-risk” builder’s risk basis during the course of construction. The policies required by this Section 4.02 shall be subject to a no coinsurance clause or contain an agreed amount clause, and may contain a deductibility provision not exceeding $25,000.

(b) Subject to the terms of any Mortgage relating to the Development Property, policies of insurance required by this Section 4.02 shall insure and be payable to the Developer, and shall provide for release of insurance proceeds to the Developer for restoration of loss, subject to commercially reasonable conditions imposed by Developer’s lender(s). The City shall be furnished certificates showing the existence of such insurance. In case of loss, the Developer is hereby authorized to adjust the loss and execute proof thereof in the name of all parties in interest. On an annual basis and from time to time at the City or the HRA’s request, the Developer shall file with the City or the HRA, as applicable, a certificate of insurance for each of the policies required under this Section.

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ARTICLE 5 Public Assistance

Development Costs. The Developer has agreed to and shall be responsible to pay all of its respective costs of the Project, as herein provided. However, the HRA, in order to encourage the Developer to proceed with the construction of the Project, and to assist the Developer in paying the costs thereof, is willing to provide the Public Assistance and thereby reimburse the Developer for Qualified Costs, as permitted by the TIF Act and in accordance with the TIF Plan, that will be incurred by the Developer to construct the Project.

Reimbursement for Qualified Costs.

The HRA agrees to reimburse the Developer, using Available Tax Increment on a pay-as-you-go basis, for Qualified Costs of the Project. The City shall, upon completion of the Project and the issuance of a the Certificate of Completion therefor, make reimbursement payments pursuant to a limited revenue tax increment note for the Project, the form of which is attached hereto as Exhibit F, with said payments of principal and interest to be made on the dates (the “Payment Dates”) specified in the TIF Note, subject to the following terms and conditions:

(a) The total principal amount of any and all TIF notes issued for the Project will not exceed two million three hundred fifty thousand dollars ($2,350,000).

(b) The unpaid principal of the TIF Note shall bear simple non-compounding interest from the date of issuance of the TIF Note, at the lesser of 4.00% per annum or the interest rate on the financing that the Developer obtains for the construction of the Project. Interest shall be computed on the basis of a 360 day year consisting of twelve (12) 30-day months.

(c) No payments shall be made by the HRA to the Developer unless and until the Developer has provided written evidence reasonably satisfactory to the HRA that (i) Qualified Costs in the amount to be reimbursed from the Available Tax Increment have been incurred for the Project and paid by the Developer and (ii) the Certificate of Completion has been issued as contemplated in Section 3.03 hereof.

(d) The HRA shall be obligated to make the payments to the Developer required pursuant to this Section 5.02 only from and to the extent of the Available Tax Increment actually received from the TIF District for any tax year, and such payments shall never be considered to be a general obligation or indebtedness of the HRA.

(e) The HRA will retain 10% of the Tax Increment generated for administrative costs and apply the retained Tax Increment first to pay any administrative expenses relating to the Development Property to the extent permitted by the Tax Increment Act and to the extent that such expenses have not been paid or reimbursed to the HRA by the Developer. Any of the retained Tax Increment remaining after the payment of any administrative expenses then due and owing (the “Available Tax Increment”) shall be paid to the Developer for reimbursement of the Qualified Costs plus interest on the Payment Dates.

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(f) Upon thirty (30) days’ written notice to the Developer, the HRA may prepay all or a portion of the outstanding principal balance due to the Developer pursuant to this Section 5.02 without penalty, on any date at a prepayment price equal to the outstanding principal balance to be prepaid plus accrued interest to the prepayment date.

(g) The HRA shall not be obligated to make any payments hereunder subsequent to the termination of this Agreement as provided in Section 8.06 hereof, and any amounts remaining unpaid as of such date (other than by reason of failure of the HRA to comply with the terms of this Agreement) shall be considered forgiven by the Developer and shall cease to be owing.

(h) The Developer may assign its rights under this Agreement (including the payments to be made to the Developer hereunder) to secure financing incurred by the Developer to pay costs of the Project, including but not limited to any Mortgagee, or, after Certificate of Completion has been issued by the City, to third parties.

Conditions Precedent to Provision of Public Assistance.

Upon payment by the Developer of Qualified Costs for the Project, the Developer will deliver to the HRA an instrument executed by the Developer (i) specifying the amount and nature of the Qualified Costs of the Project to be reimbursed and (ii) certifying that such costs have been paid to third parties unrelated to the Developer, or if any costs have been paid to third parties related to the Developer, that such costs do not exceed the reasonable and customary costs of services, labor or materials of comparable quality, dependability, availability and other pertinent criteria and that such costs have not previously been contained in an instrument furnished to the City pursuant to this Section 5.03. Together with such instrument, the Developer shall deliver to the HRA evidence reasonably satisfactory to the HRA of the payment by the Developer of such costs to be reimbursed. Thereafter, the HRA will provide to the Developer reimbursement for the Project, constituting a portion of the Public Assistance described in this Article 5, paid up to the maximum amount then due and payable, in accordance with Section 5.02.

Satisfaction of Conditions Precedent. Notwithstanding anything to the contrary contained herein, the City’s obligation to reimburse the Developer for Qualified Costs shall be subject to satisfaction, or waiver in writing by the HRA, of all of the following conditions precedent:

(a) the conditions precedent in this Section 5.04 hereof have been satisfied;

(b) the City shall have issued a certificate of occupancy with respect to the Project;

(c) the Developer shall have cured or obtained title insurance (including by an applicable endorsement) of any title defects with respect to the Development Property;

(d) the Developer shall not be in default under the terms of this Agreement beyond any applicable cure period;

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(e) the Developer shall have executed and recorded on the title to the Development Property, the Declaration of Restrictive Covenants, required by Section 2.05 hereof, as set forth in Exhibit B;

(f) Developer shall have executed and recorded on the title to the Development Property, the Affordable Housing Restrictive Covenant, required by Section 2.09(c), as set forth in Exhibit G; and shall be in compliance with the affordability requirements described therein;

(g) the Developer shall have closed on or received commitments in financing sufficient to pay all costs to be incurred in connection with the Project.

In the event that all of the above conditions required to be satisfied as provided in this Section 5.04 have not been satisfied by December 31, 2022, either the HRA or the Developer may terminate this Agreement. Upon such termination, the provisions of this Agreement relating to the Project shall terminate and, except as provided in Article 8, neither the Developer nor the HRA shall have any further liability or obligation to the other hereunder.

Notice of Default. Whenever the HRA or the City shall deliver any notice or demand to the Developer with respect to any breach or default by the Developer in its obligations or covenants under this Agreement, the HRA or the City shall at the same time forward a copy of such notice or demand to each investor, lender, or holder of any permitted mortgage, lien or other similar encumbrance at the last address of such holder shown in the records of the HRA or the City. Each such investor, lender, or holder shall have the right, at its option, to cure or remedy such breach or default and to add the cost thereof to the mortgage debt and the lien of its mortgage; provided that if the breach or default is with respect to construction of the Project, nothing contained in this Agreement shall be deemed to permit, authorize or require such holder, either before or after foreclosure or action in lieu thereof, to undertake or continue the construction or completion of the Project without first having expressly assumed the obligation to the HRA and the City, by written agreement satisfactory to the HRA and the City, to complete the construction the Project in accordance with the plans and specifications therefor and this Agreement. Following said assumption, any such holder who shall properly complete the construction of the Project shall be entitled, upon written request made to the HRA and the City, to a certification by the HRA and the City to such effect in the manner provided in Section 3.03.

Real Property Taxes. Prior to the Termination Date, the Developer shall pay all real property taxes payable with respect to all and any parts of the Development Property acquired and owned by it until the Developer’s obligations have been assumed by any other person pursuant to the provisions of this Agreement.

The Developer agrees that prior to the Termination Date:

(1) It will not seek administrative review or judicial review of the applicability of any tax statute relating to the ad valorem property taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the inapplicability of any such tax statute as a defense in any proceedings with respect to the Development

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Property, including delinquent tax proceedings; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax;

(2) It will not seek administrative review or judicial review of the constitutionality of any tax statute relating to the taxation of real property contained on the Development Property determined by any tax official to be applicable to the Project or the Developer or raise the unconstitutionality of any such tax statute as a defense in any proceedings, including delinquent tax proceedings with respect to the Development Property; provided, however, “tax statute” does not include any local ordinance or resolution levying a tax;

(3) It will not seek any tax deferral or abatement, either presently or prospectively authorized under M.S., Section 469.1813, or any other State or federal law, of the ad valorem property taxation of the Development Property between the date of execution of this Agreement and the Termination Date.

5.07 Action to Reduce Taxes. The Developer may seek through petition or other means to have the market value for the Development Property reduced. Until the TIF Note is fully paid, such activity must be preceded by written notice from the Developer. Upon receiving such notice, or otherwise learning of the Developer’s intentions, the HRA or City may suspend payments due under the TIF Note until the actual amount of the reduction is determined, whereupon the HRA or City will make the suspended payments less any amount that the HRA or City is required to repay the County as a result any reduction in market value of the Development Property. During the period that the payments are subject to suspension, the HRA or City may make partial payments on the TIF Note if it determines, in its sole and absolute discretion, that the amount retained will be sufficient to cover any repayment which the County may require. The HRA’s or the City’s suspension of payments on the TIF Note pursuant to this Section shall not be considered a default under this Agreement.

5.08 Legal and Administrative Expenses. The Developer shall pay all Legal and Administrative Expenses.

ARTICLE 6 Prohibitions Against Assignment and Transfer

Transfer of Property and Assignment. Other than leases made in the ordinary course of business, the Developer has not made and will not make, or suffer to be made, any total or partial sale, assignment, conveyance, lease, or other transfer, with respect to this Agreement, the Project or Property or any part thereof or any interest therein (other than any Mortgage or Mortgages securing financing for the Project or other than any assignment of the payments to be made to the Developer under Section 5.02 hereof that is permitted under Section 5.02 hereof), or any contract or agreement to do any of the same, without the prior written approval of the HRA and the City, which shall not be unreasonably withheld or delayed. The HRA and the City shall be entitled to require as conditions to any such approval that: (i) the proposed transferee have the qualifications and financial responsibility, as reasonably determined by the HRA and the City, necessary and adequate to fulfill the remaining obligations to be undertaken by Developer in this Agreement; (ii) the proposed transferee, by recordable instrument satisfactory to the HRA and the

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City shall, for itself and its successors and assigns, assume all of the obligations of the Developer under this Agreement. No transfer of, or change with respect to, ownership in the Project or Property or any part thereof, or any interest therein, however consummated or occurring and whether voluntary or involuntary, shall operate, legally or practically, to deprive or limit the HRA or the City of or with respect to any rights or remedies or controls provided in or resulting from this Agreement with respect to the Project or Property and the completion of the Project that the HRA or the City would have had, had there been no such transfer or change. There shall be submitted to the HRA and the City for review all legal documents relating to the transfer.

Notwithstanding the foregoing, this Section 6.01 shall not apply to any transfer or assignment to (i) any entity controlling, controlled by or under common control with the Developer (or the members of any entity member) or (ii) any entity in which the majority equity interest is owned by the parties that have a majority equity interest in the Developer.

Provided that no Event of Default exists hereunder, any such transfer or assignment shall release the Developer from its obligations hereunder upon execution and delivery to the HRA and the City by the transferee or assignee of an instrument in form and substance satisfactory to the HRA and the City by which the transferee or assignee assumes the remaining obligations of the Developer hereunder.

In the absence of specific written agreement by the HRA and the City to the contrary, no such transfer or approval by the HRA and the City thereof shall be deemed to relieve the Developer, or any other party bound in any way by this Agreement or otherwise with respect to the completion of the Project, from any of their obligations with respect thereto.

Termination of Limitations on Transfer. The provisions of Section 6.01 shall terminate at such time as the Certificate of Completion has been issued by the City under Section 3.03 of this Agreement with respect to the Project; provided, however, that any assignment of the payments to be made to the Developer under Section 5.02 may only be assigned as permitted under Section 5.02 hereof.

ARTICLE 7 Event of Default; Fees

Events of Default. Subject to Unavoidable Delay, the following shall be “Events of Default” under this Agreement and the term “Event of Default” shall mean, whenever it is used in this Agreement (unless the context otherwise provides), any one or more of the following events which occurs and continues for more than thirty (30) days after written notice by the defaulting party of such default (and the term “default” shall mean any event which would with the passage of time or giving of notice, or both, be an “Event of Default” hereunder):

(a) Subject to Cure Rights, failure of the Developer to construct or reconstruct the Project as required hereunder.

(b) Failure of the Developer to furnish the Construction Plans as required hereunder.

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(c) Failure of the Developer to pay to the HRA any amounts required to be paid by the Developer hereunder.

(d) Subject to Cure Rights, failure of the Developer or the HRA to observe and perform any other covenant, condition, obligation or agreement on its part to be observed or performed hereunder.

(e) Failure of the Developer to pay any taxes on the Development Property as they become due.

(f) Filing of any voluntary petition in bankruptcy or similar proceedings by the Developer; general assignment for the benefit of creditors made by the Developer or admission in writing by the Developer of inability to pay its debts generally as they become due; or filing of any involuntary petition in bankruptcy or similar proceedings against the Developer which are not dismissed or stayed within sixty (60) days.

City and Authority Events of Default. Subject to Cure Rights and Unavoidable Delays, the failure of the City or the Authority to observe or perform any covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, and the continuation of such failure for a period of 30 days after written notice of such failure from any party hereto shall be an Event of Default for the City or the Authority.

Cure Rights. If a Default occurs under Section 7.01 (a) or (d) or Section 7.02, which reasonably requires more than 30 days to cure, such Default shall not constitute an Event of Default, provided that the curing of the Default is promptly commenced upon receipt by the defaulting party of the notice of the Default, and with due diligence is thereafter continuously prosecuted to completion and is completed within a reasonable period of time, and provided that the defaulting party keeps the non-defaulting party well informed at all times of its progress in curing the Default.

Remedies on Default. In the event the HRA or the City desires to exercise any of its rights or remedies as provided herein or otherwise available to the HRA or the City at law or in equity, the HRA or the City shall first provide written notice to Developer setting forth with specific particularity the Event of Default and the action required to cure or remedy the same (the “Default Notice”). Developer or any transferee or assignee under Section 6.01 hereof, shall have thirty (30) days from receipt of a Default Notice to cure or remedy the Event of Default specified in the Default Notice, subject to Cure Rights for such longer period as may be reasonably required to complete the cure as soon as reasonably possible under the circumstances. If, following Developer’s receipt of a Default Notice, Developer does not cure or remedy the Event of Default therein specified within the time provided above, subject to Cure Rights, the HRA or the City may take any one or more of the following actions at any time prior to Developer’s curing or remedying the Event of Default:

(a) Suspend its performance under this Agreement until it receives assurances from Developer, deemed adequate by the HRA or the City, that Developer will cure its default and continue its performance under this Agreement.

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(b) In the case of a material default that is not cured, Terminate all rights of Developer under this Agreement.

(c) Withhold the Certificate of Completion.

(d) Take whatever action at law or in equity may appear necessary or desirable to the HRA or the City to enforce performance and observance of any obligation, agreement, or covenant of Developer under this Agreement.

In the event the HRA or City should fail to observe or perform any covenant, agreement or obligation of the HRA or City on their part to be observed and performed under this Agreement, Developer may, subject to Cure Rights, take any one or more of the following actions:

(a) Suspend its performance under this Agreement until it receives assurances from the HRA or City deemed adequate by Developer, that the HRA or City will cure its default and continue its performance under this Agreement.

(b) In the case of a material default that is not cured, Terminate all rights of the HRA or the City under this Agreement.

(c) Take whatever action at law or in equity may appear necessary or desirable to Developer to enforce performance and observance of any obligation, agreement, or covenant of the HRA or the City under this Agreement.

No Remedy Exclusive. No remedy herein conferred upon or reserved to the HRA, the City, or to the Developer is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the HRA, the City, or Developer to exercise any remedy reserved to them, it shall not be necessary to give notice, other than such notice as may be required under this Agreement.

Waivers. All waivers by any party to this Agreement shall be in writing. If any provision of this Agreement is breached by any party and thereafter waived by another party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder.

Agreement to Pay Attorneys’ Fees. Whenever any Event of Default occurs and the HRA or the City shall employ attorneys or incur other expenses for the collection of payments due or to become due or for the enforcement or performance or observance of any obligation or agreement on the part of the Developer herein contained, the Developer agrees that it shall, on demand therefor, pay to the HRA or the City the reasonable fees of such attorneys and such other reasonable expenses so incurred by the HRA or the City.

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ARTICLE 8 General Provisions

Conflicts of Interest; HRA and City Representatives Not Individually Liable. No member, official, employee, or consultant or employee of a consultant of the HRA or the City shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, consultant or the consultant’s employees or employee participate in any decision relating to this Agreement which affects his or her personal interests or the interests of any corporation, partnership, or association in which he or she is directly or indirectly interested. No member, official, consultant or consultant’s employee, or employee of the HRA or the City shall be personally liable to Developer, or any successor in interest, in the event of any default or breach by the HRA or the City or for any amount which may become due to Developer or successors or on any obligations under the terms of this Agreement.

Equal Employment Opportunity. Developer, for itself and its successors and assigns, agrees that during the construction of the Project it will comply with any applicable affirmative action and nondiscrimination laws or regulations.

Restrictions on Use. Developer agrees for itself, and its successors and assigns, and every successor in interest to the Development Property, or any part thereof, that Developer, and such successors and assigns, shall, prior to the termination of the Affordable Housing Restrictive Covenant, devote the Development Property to, and only to and in accordance with, the uses specified in the Redevelopment Plan, this Agreement and other agreements entered into between the Developer and the City, and shall not discriminate upon the basis of race, color, creed, religion, national origin, sex, marital status, disability, status with regard to public assistance, sexual orientation, and familial status in the sale, lease, or rental or in the use or occupancy of the Development Property or any improvements erected or to be erected thereon, or any part thereof.

Titles of Articles and Sections. Any titles of the several parts, Articles, and Sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions.

Business Subsidies Act.

The Developer represents that the financial assistance received by the Developer pursuant to this Agreement will be used to create housing. Accordingly, the parties agree and understand that the financial assistance described in this Agreement does not constitute a business subsidy within the meaning of the Business Subsidy Act. The Developer releases and waives any claim against the HRA and its governing body members, officers, agents, servants and employees thereof arising from application of the Business Subsidy Act to this Agreement, including without limitation any claim that the HRA failed to comply with the Business Subsidy Act with respect to this Agreement.

Term of Agreement. This Agreement shall terminate upon the earlier to occur of

(i) February 1, 2032, (ii) the date the TIF Note is paid in full, (iii) the date on which the Tax Increment District expires or is otherwise terminated, or (iv) the date this Agreement is terminated or rescinded in accordance with its terms; it being expressly agreed and understood that the

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provisions of this Agreement are intended to survive the expiration and satisfaction of any security instruments placed of record contemporaneously with this Agreement, if such expiration and satisfaction occurs prior to the expiration of the term of this Agreement, as stated in this Section 8.06.

Provisions Surviving Termination. Sections 4.01 and 7.07 hereof shall survive any termination, rescission, or expiration of this Agreement with respect to or arising out of any event, occurrence, or circumstance existing prior to the date thereof.

ARTICLE 9 Administrative Provisions

Notices and Demands. Except as otherwise expressly provided in this Agreement, a notice, demand, or other communication under this Agreement by any party to another party shall be sufficiently given or delivered if it is dispatched by registered or certified mail, postage prepaid, return receipt requested, or delivered personally as follows:

(a) in the case of Developer, addressed to or delivered personally to:

SA Senior Living LLC 15102 Minnetonka Industrial Road Minnetonka, MN 55345 Attention: Robert Wall With a copy to:

Siegel Brill, P.A. 100 Washington Avenue South, Suite 1300 Minneapolis, Minnesota 55401 Attn: Anthony J. Gleekel

(b) in the case of the City, addressed or delivered personally to:

City of St. Anthony 3301 Silver Lake Road NE St. Anthony, Minnesota 55418 Attention: City Manager

With a copy to: Dorsey & Whitney LLP Suite 1500, 50 South Sixth Street Minneapolis, Minnesota 55402 Attention: Jay R. Lindgren

(c) in the case of the HRA, addressed or delivered personally to:

Housing and Redevelopment Authority City of Saint Anthony 3301 Silver Lake Road NE

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St. Anthony, Minnesota 55418 Attention: Executive Director

With a copy to: Dorsey & Whitney LLP Suite 1500, 50 South Sixth Street Minneapolis, Minnesota 55402 Attention: Jay R. Lindgren

The HRA, City and the Developer, by notice given hereunder, may designate different addresses to which subsequent notices, certificates or other communications should be sent.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument.

Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon the HRA, the City and the Developer and their respective successors and assigns.

Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

Amendments, Changes and Modifications. This Agreement may be amended or any of its terms modified only by written amendment authorized and executed by the HRA, the City, and the Developer. The Chair and Executive Director of the HRA are authorized to execute and deliver amendments and any documents related to this Agreement on behalf of the HRA. The Mayor and City Manager are authorized to execute and deliver amendments and any documents related to this Agreement on behalf of the City.

Further Assurances and Corrective Instruments. The HRA, the City, and the Developer agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Development Property or the Project or for carrying out the expressed intention of this Agreement.

Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope of intent of any provisions or Sections of this Agreement.

Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota without giving effect to the conflicts-of-laws principles thereof.

Limited Liability. Notwithstanding anything to contrary provided in this Agreement, it is specifically understood and agreed, such agreement being the primary consideration for the execution of this Agreement by Developer, that (a) there should be absolutely no personal liability on the part of any director, officer, manager, member, employee or agent of Developer or the City or Authority with respect to any terms, covenants and conditions in this

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Agreement; (b) Redeveloper and the City and the Authority waive all claims, demands and causes of action against the other parties’ directors, officers, managers, members, employees and agents in any Event of Default, by either party, as the case may be, of any of the terms, covenants and conditions of this Agreement to be performed by either party; and (c) Developer and the City or the Authority, as the case may be, shall look solely to the assets of the other party for the satisfaction of each and every remedy in the Event of Default by any party, as the case may be, of any of the terms, covenants and conditions of this Agreement such exculpation of liability to be absolute and without any exception whatsoever.

Estoppel Certificates. Each party, respectively, agrees that at any time and from time to time within 10 business days after receipt of a written request by the other party, to execute, acknowledge and deliver to such party a statement in writing and in such form ach party, respectively, agrees that at any time and from time to time within 10 business days after receipt of a written request by the other party, to execute, acknowledge and deliver to such party a statement in writing and in such form as will enable it to be recorded in the proper office for the recordation of deeds and other instruments certifying: (a) that this Agreement is unmodified and in full force and effect or, if there have been modifications, that the same are in full force and effect as modified and identifying the modifications; (b) that no party is in default under any provisions of this Agreement or, if there has been a default, the nature of such default; (c) that all work to be performed, under this Agreement or any related agreement has been performed or, if not so performed, specifying the work to be performed; and (d) as to any other matter that the requesting party, a prospective purchaser or assignee or a prospective mortgagee or other lender shall reasonably request. It is intended that any such statement may be relied upon by any person, prospective mortgagee of, or assignee of any mortgage, upon such interest. Any such statement on behalf of the City may be executed by the City Manager without City Council approval and any such statement on behalf of the Authority may be executed by the Executive Director without Authority Board approval.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY By

Chair And Executive Director

STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY )

The foregoing instrument was acknowledged before me on this ____ day of ________, 2021, by __________________, the Chair, and __________________, the Executive Director, of the Housing and Redevelopment Authority of St. Anthony, a body politic and corporate under the laws of the state of Minnesota, on behalf of the Authority.

IN WITNESS WHEREOF, I have set my hand and my official seal this ____ day of _____________, 2021.

Notary Public

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

City of St. Anthony, Minnesota By

Mayor And

City Manager STATE OF MINNESOTA ) ) ss. COUNTY OF RAMSEY )

The foregoing instrument was acknowledged before me on this ____ day of ______________, 2021, by __________________, the Mayor, and __________________, the City Manager, of the City of St. Anthony, a Minnesota statutory city, on behalf of the City.

IN WITNESS WHEREOF, I have set my hand and my official seal this ____ day of _____________, 2021.

Notary Public

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SA SENIOR LIVING LLC, a Minnesota limited liability company By: Its:

STATE OF MINNESOTA ) ) ss. COUNTY OF __________ )

The foregoing instrument was acknowledged before me on this ___ day of ___________, 2021, by _____________, the _____________ of SA Senior Living LLC, a Minnesota limited liability company, on behalf of the company.

IN WITNESS WHEREOF, I have set my hand and my official seal this ___ day of __________, 2021.

Notary Public

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EXHIBIT A

DEVELOPMENT PROPERTY

The real property and interests in such property located in the County of Ramsey, State of Minnesota and described as follows:

Approximately 4.28 acres (Tract B) described as: The east 260.00 feet of that part of the South 1/2 of the Northwest Quarter of Section 7, Township 29, Range 23, beginning at a point in the South line of said Tract 100 feet East of the Southwest corner thereof; thence North 1079.8 feet; thence East parallel to the South line of said quarter section 1041.74 feet; thence South to center of State Highway No. 63; thence southwesterly along said center line of State Highway No. 63 and St. Anthony and Taylor Falls Road to intersection of center line of said road with the South line of said quarter section; thence West along said latter line to the point of beginning, except that part thereof embraced in the South 365 feet of the West 395 feet of the Southwest Quarter of the Northwest Quarter of said Section 7 and except the easterly 100 feet thereof.

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EXHIBIT B

COVENANTS AND RESTRICTIONS

During the term of that certain Redevelopment Agreement between the Housing and Redevelopment Authority of St. Anthony, and SA Senior Living LLC, dated [Month] 1, 2021 and recorded in the Office of the Ramsey County Registrar as Document No. [__________] on [____________], 2021, the Property shall be subject to the following covenants and restrictions:

1. The Property shall not be exempt from real estate taxes notwithstanding the

ownership or use of the land.

2. The Property shall not be sold, transferred, conveyed or leased to any of the following parties:

(a) An institution of purely public charity;

(b) A church or ancillary tax-exempt housing;

(c) A public hospital;

(d) A public school district;

(e) An organization exempt from federal income taxes pursuant to Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, if as a result of such sale, transfer, conveyance or lease the Property would become exempt from real estate taxes; or

(f) A Minnesota cooperative association organized under Minnesota Statutes, Section 308.05 and 308.18 for the purpose of complying with the provisions of Minnesota Statutes, Section 273.133, subdivision 3, or any other party that would cause the Property to be valued and assessed for real estate tax purposes at a lower percentage of its market value than the Property is then being valued and assessed for real estate tax purposes or would result in the Property becoming exempt from real estate taxes.

3. The Property shall not be used for any of the following purposes:

(a) The operation of a public charity;

(b) A church or house of worship;

(c) The operation of a public hospital;

(d) The operation of a public schoolhouse, academy, college, university or seminary of learning; or

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(e) Any other use which would cause the Property to be valued and assessed for real estate tax purposes at a lower percentage of its market value than the Property is then being valued and assessed for real estate tax purposes or would result in the Property becoming exempt from real estate taxes.

4. The Property shall be devoted to uses consistent with a “redevelopment district” under Minnesota Statutes, Sections 469.174 through 469.1794.

5. The Property owner shall:

(a) not discriminate on the basis of color, creed, national origin, or sex in the sale, lease, use or occupancy of the Property, the Project or any part thereof;

(b) develop the Development Property in an orderly manner consistent with the City’s zoning ordinances and comprehensive plan.

6. The covenants and restrictions herein contained shall run with the title to the Property and shall be binding upon all present and future owners and occupants of the Property; provided, however, that the covenants and restrictions herein contained shall inure only to the benefit of the City and may be released or waived in whole or in part at any time, and from time to time, by the sole act of the City, and variances may be granted to the covenants and restrictions herein contained by the sole act of the City. These covenants and restrictions shall be enforceable only by the City, and only the City shall have the right to sue for and obtain an injunction, prohibitive or mandatory, to prevent the breach of the covenants and restrictions herein contained, or to enforce the performance or observance thereof.

7. The covenants and restrictions herein contained shall remain in effect until the later of (i) February 1, 2032, or (ii) the payment in full of principal of, and interest on, the limited revenue tax increment note issued in accordance with the Agreement, and thereafter shall be null and void.

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EXHIBIT C

PROJECT DESCRIPTION; QUALIFIED COSTS

Project Description

The Project involves the construction of a 135-unit senior care facility with independent living, assisted living and memory care.

Affordability Requirements:

At least 7-units (or, 5% of the total units) will be affordable to households at or below 50% of the Area Median Income. The monthly rental cost for an affordable dwelling will include rent and utility costs for the metropolitan area that includes St. Anthony adjusted for bedroom size and calculated annually by the Department of Housing and Urban Development and posted by Minnesota Housing for establishing rent limits for the Housing Tax Credit Program. Such affordability requirements shall be in effect for a term of fifteen (15) years.

Qualified Costs

The estimated public costs of the TIF District are listed below. Such costs (“Qualified Costs”) are eligible for reimbursement from tax increments of the TIF District. The categories below identify the categories of expenses that the parties agree may be reimbursed through tax increment financing. The amounts assigned to each category are estimates only and not independent limitations of the actual amount incurred within each category or of the total amount of Developer’s Qualified Costs.

Demolition $ 63,610 Site Utilities 2,155,193 Roads & Walks (City Extension) 61,709 Soil Remediation 137,740 Total $2,418,252*

* Developer’s Qualified Cost. The total principal amount of any and all tax increment notes issued to reimburse the Developer for Qualified Costs of the Project will not exceed $2,350,000.

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EXHIBIT D

CERTIFICATE OF COMPLETION

WHEREAS, SA SENIOR LIVING LLC, a Minnesota limited liability company (“the Developer”), is the owner and the Developer of the property in the County of Ramsey and State of Minnesota described on Exhibit A hereto and made a part hereof (the “Development Property”); and

WHEREAS, the Development Property is subject to the provisions of a certain Redevelopment Agreement (the “Agreement”) in the Redevelopment Project Area No. 3 and Lowry Grove Tax Increment Financing District, dated as of [Month] 1, 2021, between the Developer, Housing and Redevelopment Authority of St. Anthony, and the City of St. Anthony, Minnesota; and

WHEREAS, the Developer has fully and duly performed all of the covenants and conditions of Developer under the Agreement with respect to the completion of the Project (as defined in the Agreement);

NOW, THEREFORE, it is hereby certified that all requirements of the Developer under the Agreement with respect to the completion of the Project have been completed and duly and fully performed, and this instrument is to be conclusive evidence of the satisfactory termination of the covenants and conditions of the Agreement as they relate to the completion of the Project. All other covenants and conditions of the Agreement shall remain in effect and are not terminated hereby.

Dated this ____ day of ____________, 20__.

City of St. Anthony, Minnesota By

Mayor And

City Manager

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Exhibit A

Development Property


Approximately 4.28 acres (Tract B) described as: The east 260.00 feet of that part of the South 1/2 of the Northwest Quarter of Section 7, Township 29, Range 23, beginning at a point in the South line of said Tract 100 feet East of the Southwest corner thereof; thence North 1079.8 feet; thence East parallel to the South line of said quarter section 1041.74 feet; thence South to center of State Highway No. 63; thence southwesterly along said center line of State Highway No. 63 and St. Anthony and Taylor Falls Road to intersection of center line of said road with the South line of said quarter section; thence West along said latter line to the point of beginning, except that part thereof embraced in the South 365 feet of the West 395 feet of the Southwest Quarter of the Northwest Quarter of said Section 7 and except the easterly 100 feet thereof..

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EXHIBIT E

FORM OF ASSESSMENT AGREEMENT

THIS AGREEMENT is dated as of [Month] 1, 2021, and is between the HOUSING AND REDEVELOPMENT AUTHORITY OF ST. ANTHONY, MINNESOTA, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “HRA”), a municipal corporation and political subdivision of the State of Minnesota (the “City”) and SA SENIOR LIVING LLC, a Minnesota limited liability company (the “Developer”).

IN CONSIDERATION OF the mutual covenants and benefits herein described, the City and the Developer recite and agree as follows:

Section 1. Recitals.

1.01. Development District; Development Program. The City of St. Anthony (the “City”) and the Housing and Redevelopment Authority of St. Anthony (the “HRA”) have heretofore undertaken certain development activities for the purpose of redeveloping blighted areas, improving the local tax base, and improving the general economy of the City and the State of Minnesota, which is a “project” as defined in Minnesota Statutes, Section 469.174, subdivision 8, known as Redevelopment Project Area No. 3 (the “Project Area”) pursuant to a Project Plan for Redevelopment Area No. 3 (the “Project Plan”).

1.02. Tax Increment Financing District; Project. Pursuant to the Minnesota Tax Increment Financing Act, Minnesota Statutes, Sections 469.174 to 469.1794, as amended (the “TIF Act”), the City and the HRA have approved a tax increment financing plan (the “Financing Plan”), which is the proposed method for financing the development activities currently proposed to be undertaken pursuant to the Project Plan and established a portion of the Project Area as a tax increment financing district (“Tax Increment District”). The Financing Plan proposes to finance the cost of certain public improvements related to the construction of a 135-unit senior care facility with independent living, assisted living and memory care (the “Project”).

1.03. Implementation. The City and the HRA have each authorized and directed their respective officers to take all actions necessary to implement and carry out the Project Plan and the Financing Plan. The Project Plan and the Financing Plan propose that the HRA finance certain costs of or related to the Project, payable from tax increment (as defined in the TIF Act) derived from the District (“Tax Increment”).

1.04. Development Agreement. The City, the HRA, and the Developer have entered into a Redevelopment Agreement (Development 65 Project), dated as of [Month] 1, 2021 (the “Redevelopment Agreement”), which provides that the Developer, or its permitted assignee, will improve the real property described in Exhibit A hereto (the “Land”) by the construction of the portion of the Project located thereon. The Redevelopment Agreement provides that upon the execution and delivery of the Redevelopment Agreement, the Authority and Developer are to enter into this Assessment Agreement.

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Section 2. Minimum Market Value.

2.01. Agreed Upon Minimum. The Developer agrees that the minimum market value of the Land and the portion of the Project located thereon for ad valorem tax purposes, (i) for the assessment made as of January 2, 2022, shall be not less than $10,800,000, and (ii) for the assessment made as of January 2, 2023, shall be not less than $21,600,000, and shall not be reduced by any action taken by the Developer (other than a deed in lieu of, or under threat of, condemnation by the City, Ramsey County or other condemning authority), to less than the said amount, and that during the term of this Assessment Agreement no reduction of the market value therefor below said minimum market value shall be sought by the Developer or granted by any public official or court except in accordance with Minnesota Statutes, Section 469.177, subdivision 8. This minimum market value shall apply only to the Land, the portion of the Project located thereon and any other facilities situated on the Land. In the event of involuntary conversion of the Land and the portion of the Project located thereon for any reason (other than condemnation by a public entity), the minimum market value shall not be reduced to an amount less than said minimum market value.

The Developer acknowledges and agrees that the Land and the portion of the Project located thereon are subject to ad valorem property taxation and that such property taxes constitute taxes on “real property” (as provided in Section 469.174 of the TIF Act) and, to the extent reflecting net tax capacity rates of taxing jurisdictions levied against the captured net tax capacity of the District, tax increment.

2.02. Higher Market Value. Nothing in this Assessment Agreement shall limit the discretion of the assessor of the City or any other public official or body having the duty to determine the market value of the Land, the portion of the Project located thereon and other facilities on the Land for ad valorem tax purposes, to assign to the Land, the portion of the Project located thereon or to any other improvements constructed on the Land, on a nondiscriminatory basis and treated fairly and equally with all other property so classified in the respective counties, a market value in excess of the minimum market value specified in Section 2.01. The Developer shall have the normal remedies available under the law to contest any estimated assessor’s estimated value in excess of said minimum market values, but only to the extent of the excess.

2.03. Substantial Completion. For purposes of this Assessment Agreement and the determination of the market value of the Land and the portion of the Project located thereon for ad valorem tax purposes, the Developer agrees that the portion of the Project located thereon shall be deemed to be completed in accordance with the Development Agreement as of July 31, 2023 (the required date of completion), whether in fact completed or not.

Section 3. Filing and Certification.

3.01. Assessor Certification. The HRA shall present this Assessment Agreement to the assessor of the City and request such assessor to execute the certification attached hereto as Exhibit C. The Developer shall provide to the assessor all information relating to the Land and the portion of the Project located thereon requested by the assessor for the purposes of discharging the assessor’s duties with respect to the certification.

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3.02. Filing. Prior to the recording of any mortgage, security agreement or other instrument creating a lien on the Land, the Master Developer shall cause this Assessment Agreement and a copy of Minnesota Statutes, Section 469.177, subdivision 8, attached hereto as Exhibit B, to be recorded in the office of the County Recorder or Registrar of Titles of Ramsey County, and shall pay all costs of such recording.

Section 4. Relation to Development Agreement. The covenants and agreements made by the Developer in this Assessment Agreement are separate from and in addition to the covenants and agreements made by the Developer in the Development Agreement and nothing contained herein shall in any way alter, diminish or supersede the duties and obligations of the Developer under the Development Agreement.

Section 5. Miscellaneous Provisions.

5.01. Binding Effect. This Assessment Agreement shall inure to the benefit of and shall be binding upon the HRA and the Developer and their respective successors and assigns, and upon all subsequent owners of the Land and the portion of the Project located thereon.

5.02. Severability. In the event any provision of this Assessment Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

5.03. Amendments, Changes and Modifications. Except as provided in Section 5.04, this Assessment Agreement may be amended or any of its terms modified only by written amendment authorized and executed by the HRA and the Developer and otherwise in compliance with Section 469.177, subdivision 8, of the Act.

5.04. Further Assurances and Corrective Instruments. The HRA and the Developer agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged or delivered, such supplements hereto and such further instruments as may reasonably be required for correcting any inadequate or incorrect description of the Land or the portion of the Project located thereon, or for carrying out the expressed intention of this Assessment Agreement.

5.05. Execution Counterparts. This Assessment Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

5.06. Applicable Law. This Assessment Agreement shall be governed by and construed in accordance with the internal laws of the State of Minnesota.

5.07. Captions. The captions or headings in this Assessment Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Assessment Agreement.

5.08. Effective Date. This Assessment Agreement shall be effective as of [__________], 2021.

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5.09. Termination Date. This Assessment Agreement shall terminate upon the termination of the TIF Note.

5.10. Definitions. Terms used with initial capital letters but not defined herein shall have the meanings given such terms in the Development Agreement, unless the context hereof clearly requires otherwise.

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IN WITNESS WHEREOF, the HRA has caused this Assessment Agreement to be executed in its name by its duly authorized officers and the Developer has caused this Assessment Agreement to be executed in its corporate name.

HOUSING AND REDEVELOPMENT OF ST. ANTHONY, MINNESOTA By Its Chair By Its Executive Director

STATE OF MINNESOTA )

) ss. COUNTY OF RAMSEY )

The foregoing instrument was acknowledged before me this day of _______________, 20__, by ____________, Chair, and ____________, Executive Director, of the Housing and Redevelopment Authority of St. Anthony, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota, on behalf of the public body.

Notary Public

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SA SENIOR LIVING LLC

By Its

STATE OF MINNESOTA ) ) SS. COUNTY OF ___________ )

The foregoing instrument was acknowledged before me this _____ day of __________, 20____, by __________________, the _______________, on behalf of the _______________.

Notary Public

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EXHIBIT A DESCRIPTION OF LAND



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EXHIBIT B

COPY OF MINNESOTA STATUTES, SECTION 469.177, SUBDIVISION 8

Assessment agreements. An authority may enter into a written assessment agreement with any person establishing a minimum market value of land, existing improvements, or improvements to be constructed in a district, if the property is owned or will be owned by the person. The minimum market value established by an assessment agreement may be fixed, or increase or decrease in later years from the initial minimum market value. If an agreement is fully executed before July 1 of an assessment year, the market value as provided under the agreement must be used by the county or local assessor as the taxable market value of the property for that assessment. Agreements executed on or after July 1 of an assessment year become effective for assessment purposes in the following assessment year. An assessment agreement terminates on the earliest of the date on which conditions in the assessment agreement for termination are satisfied, the termination date specified in the agreement, or the date when tax increment is no longer paid to the authority under section 469.176, subdivision 1. The assessment agreement shall be presented to the county assessor, or city assessor having the powers of the county assessor, of the jurisdiction in which the tax increment financing district and the property that is the subject of the agreement is located. The assessor shall review the plans and specifications for the improvements to be constructed, review the market value previously assigned to the land upon which the improvements are to be constructed and, so long as the minimum market value contained in the assessment agreement appears, in the judgment of the assessor, to be a reasonable estimate, shall execute the following certification upon the agreement:

The undersigned assessor, being legally responsible for the assessment of the above described property, certifies that the market values assigned to the land and improvements are reasonable

The assessment agreement shall be filed for record and recorded in the office of the county recorder or the registrar of titles of each county where the real estate or any part thereof is situated. After the agreement becomes effective for assessment purposes, the assessor shall value the property under section 273.11, except that the market value assigned shall not be less than the minimum market value established by the assessment agreement. The assessor may assign a market value to the property in excess of the minimum market value established by the assessment agreement. The owner of the property may seek, through the exercise of administrative and legal remedies, a reduction in market value for property tax purposes, but no city assessor, county assessor, county auditor, board of review, board of equalization, commissioner of revenue, or court of this state shall grant a reduction of the market value below the minimum market value established by the assessment agreement during the term of the agreement filed of record regardless of actual market values which may result from incomplete construction of improvements, destruction, or diminution by any cause, insured or uninsured, except in the case of acquisition or reacquisition of the property by a public entity. Recording an assessment agreement constitutes notice of the agreement to anyone who acquires any interest in the land or improvements that is subject to the assessment agreement, and the agreement is binding upon them.

An assessment agreement may be modified or terminated by mutual consent of the current parties to the agreement. Modification or termination of an assessment agreement must be approved by

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the governing body of the municipality. If the estimated market value for the property for the most recently available assessment is less than the minimum market value established by the assessment agreement for that or any later year and if bond counsel does not conclude that termination of the agreement is necessary to preserve the tax exempt status of outstanding bonds or refunding bonds to be issued, the modification or termination of the assessment agreement also must be approved by the governing bodies of the county and the school district. A document modifying or terminating an agreement, including records of the municipality, county, and school district approval, must be filed for record. The assessor's review and certification is not required if the document terminates an agreement. A change to an agreement not fully executed before July 1 of an assessment year is not effective for assessment purposes for that assessment year. If an assessment agreement has been modified or prematurely terminated, a person may seek a reduction in market value or tax through the exercise of any administrative or legal remedy. The remedy may not provide for reduction of the market value below the minimum provided under a modified assessment agreement that remains in effect. In no event may a reduction be sought for a year other than the current taxes payable year.

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EXHIBIT C

ASSESSOR’S CERTIFICATE

The undersigned, being the duly qualified and acting assessor of the City of St. Anthony, Minnesota, hereby certifies that.

1. I am the assessor responsible for the assessment of the Land described in the foregoing Exhibit A;

2. I have read the foregoing Assessment Agreement dated as of [Month] 1, 2021;

3. I have received and read a duplicate original of the Redevelopment Agreement referred to in the Assessment Agreement;

4. I have received and reviewed the architectural and engineering plans and specifications for the portion of the Project agreed to be constructed on the Land pursuant to the Redevelopment Agreement;

5. I have received and reviewed an estimate prepared by the Developer of the cost of the Land and the portion of the Project to be constructed thereon;

6. I have reviewed the market value previously assigned to the Land on which the applicable portion of the Project is to be constructed, and the minimum market value to be assigned to the Land and the portion of the Project located thereon by the Assessment Agreement is a reasonable estimate; and

7. I hereby certify that the market value assigned to the Land and the portion of the Project located thereon described on the foregoing Exhibit A by the Assessment Agreement is reasonable and the market value assigned to the Land and the portion of the Project located thereon, for the assessment January 2, 20__, shall be not less than $___________, and for the assessment made as of January 2, 20__, and continuing throughout the term of this Assessment Agreement, shall be not less than $_______________.

Dated: ____________, 20__.

City Assessor, City of St. Anthony, Minnesota

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EXHIBIT F

FORM OF LIMITED TAX INCREMENT REVENUE NOTE

No. R-_____ $[__________]

UNITED STATES OF AMERICA STATE OF MINNESOTA CITY OF ST. ANTHONY

HOUSING AND REDEVELOPMENT AUTHORITY OF THE CITY OF ST. ANTHONY

LIMITED REVENUE TAXABLE TAX INCREMENT NOTE

(DEVELOPMENT 65, LLC PROJECT)

PRINCIPAL AMOUNT: $ INTEREST RATE: [__]%

The Housing and Redevelopment Authority of St. Anthony (the “HRA”) for value received, promises to pay, but solely from the source, to the extent and in the manner hereinafter provided, to [Developer], or its registered assigns (the “Owner”), the principal sum of _______________ ($_________), in semi-annual installments payable on August 1, 2023, and on each February 1 and August 1 thereafter up to and including February 1, 2032 (each being a “Scheduled Payment Date”), together with interest on the outstanding and unpaid principal balance of this Note at the rate of [__] ([__]%) per annum. Installment payments shall be applied first to interest and then to a reduction of outstanding principal. Interest on the outstanding balance of this Note shall accrue from the date hereof as simple, non-compounding interest. Each payment on this Note is payable in any coin or currency of the United States of America which on the date of such payment is legal tender for public and private debts and shall be made by check or draft made payable to the Owner and mailed to the Owner at the postal address within the United States designated from time to time by the Owner.

This Note is subject to prepayment on any Scheduled Payment Date at the option of the HRA, in whole or in part, upon payment to the Owner of the principal amount of the Note to be prepaid, without premium or penalty.

This Note is a special and limited obligation and not a general obligation of the HRA, which has been issued by the HRA in aid of financing a project pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including M.S., Sections 469.174 through 469.1794. This Limited Tax Increment Revenue Note (Development 65, LLC Project) (or “Note”) is issued pursuant to the provisions of that certain Redevelopment Agreement, dated as of [Month] 1, 2021, as the same may be amended from time to time (the “Redevelopment Agreement”), by and between the HRA, the City of St. Anthony, Minnesota (the “City”) and SA Senior Living LLC (the “Developer”).

THIS NOTE IS NOT PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN PLEDGED TAX INCREMENT, AS DEFINED BELOW.

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The Note Payment Amounts due hereon shall be payable solely from a portion of the tax increments, less the HRA’s administrative fee of ten percent (10%), from the Development Property within the HRA’s Lowry Grove Tax Increment Financing District (the “Tax Increment District”) within its Redevelopment Project Area No. 3, which are paid to the HRA and which the HRA is entitled to retain pursuant to the provisions of M.S., Sections 469.174 through 469.1794, as the same may be amended or supplemented from time to time (the “Available Tax Increment”). The HRA makes no representation or covenant, express or implied, that the Available Tax Increments will be sufficient to pay, in whole or in part, the amounts which are or may become due and payable hereunder.

The HRA shall pay to the Owner on each Scheduled Payment Date all Available Tax Increment on that date to the extent necessary to pay principal and interest then due and any past due installment. To the extent that the HRA is unable to pay the total principal and interest due on this Note at or prior to the February 1, 2032 maturity date hereof as a result of its having received as of such date insufficient Available Tax Increment, such failure shall not constitute a default under this Note and the HRA shall have no further obligation hereon.

This Note shall not be payable from or constitute a charge upon any funds of the HRA, and the HRA shall not be subject to any liability hereon or be deemed to have obligated itself to pay hereon from any funds except the Available Tax Increment, and then only to the extent and in the manner herein specified.

The Owner shall never have or be deemed to have the right to compel any exercise of any taxing power of the HRA or of any other public body, and neither the HRA nor any council member, officer, employee or agent of the HRA, nor any person executing or registering this Note shall be personally liable hereon by reason of the issuance or registration hereof or otherwise. The Owner may assign its rights hereunder, with notice thereof provided to HRA, in accordance with the associated Redevelopment Agreement.

IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to have happened, and to be performed precedent to and in the issuance of this Note have been done, have happened, and have been performed in regular and due form, time, and manner as required by law; and that this Note, together with all other indebtedness of the HRA outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the HRA to exceed any constitutional or statutory limitation thereon.

IN WITNESS WHEREOF, the Housing and Redevelopment Authority of St. Anthony has caused this Note to be executed by the manual signatures of the Chair and the Executive Director and has caused this Note to be dated as of _________________, 20__.

Chair Executive Director

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EXHIBIT G

FORM OF DECLARATION OF COVENANTS AND RESTRICTIONS (Affordable Housing)

THIS DECLARATION OF COVENANTS AND RESTRICTIONS (this “Declaration”) is made as of the [_____] day of [_______], 2021, by SA SENIOR LIVING LLC, a Minnesota limited liability company (“Declarant”).

Recitals

A. Declarant is the owner of certain real property situated in the city of St. Anthony (the “City”), county of Hennepin and Ramsey, state of Minnesota, legally described in the attached Exhibit A (the “Property”).

B. Declarant and the Housing and Redevelopment Authority of St. Anthony, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “Authority”) are parties to that certain Redevelopment Agreement dated [_______] [__], 2021 (as may be amended from time to time, the “Redevelopment Agreement”).

C. The Redevelopment Agreement provides for the redevelopment of the Property by Declarant with the cooperation and assistance of the Authority and provides for the expenditure of certain public funds to assist in such redevelopment of the Property and construction thereon of a 135-unit senior care facility with independent living, assisted living and memory care (the “Project”).

D. Pursuant to the Redevelopment Agreement, Declarant has agreed to impose certain restrictive covenants upon the Property to ensure that at least seven (7) units or, five percent (5%) of the total units, within the Project will be reserved for households who have a combined gross annual income which does not exceed 50% of the Area Median Income (“AMI”) (“Affordable Units”).

E. Declarant, under this Declaration, intends, declares, and covenants that the restrictive covenants set forth herein governing the use, occupancy, and transfer of the Project shall be and are covenants running with the Property for the Term stated herein and binding upon all subsequent owners of the Property for such Term, and are not merely personal covenants of Declarant.

F. Capitalized terms in this Declaration have the meaning provided in the Redevelopment Agreement unless otherwise defined herein.

NOW, THEREFORE, Declarant makes the following Declaration, hereby specifying that said Declaration shall constitute covenants to run with the land and shall be binding on all parties in interest and their respective successors and assigns:

1. Use Restriction. The Property shall not be used for any purpose other than a senior care facility with independent living, assisted living and memory care and related activities meeting the requirements set forth in Section 2 hereof, without the prior written approval of the City and the Authority during the period commencing on the date hereof (“Commencement Date”) and ending on the later to occur

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of the (a) 15-year anniversary of the Commencement Date and (b) expiration of the last of the leases with a Qualifying Tenant for an Affordable Unit (the “Term”). Declarant’s obligation to operate the Project subject to this Declaration for the Term is independent of the existence and continuance of any public assistance contemplated or given by the Authority or the City to Declarant under the Redevelopment Agreement, or otherwise (“Public Assistance”). The provisions of this Declaration are intended to survive the termination or extinguishment of any Public Assistance, any mortgage securing the same, and any other security instruments placed of record in connection with the Public Assistance and to survive the termination of any subsequent financing or security instruments placed of record by other lenders.

2. Occupancy Requirements and Restrictions.

(a) Affordable Units. At least at least seven (7) units or, five percent (5%) of the total units, within the Project will be studio or one-bedroom independent or assisted living units reserved for households who have a combined gross annual income which does not exceed 50% of AMI.

For purposes of this Declaration, “AMI” means the Area Median Income for the Minneapolis-Saint Paul-Bloomington Metropolitan Statistical Area (including adjustments for household size), as determined by the U.S. Department of Housing and Urban Development (“HUD”).

(b) Qualifying Tenants. Each Affordable Unit shall be leased to and occupied (or held vacant and available for occupancy) for the duration of the Term only by a household who, at initial occupancy, has a combined gross annual income which does not exceed the AMI threshold for the Affordable Unit (each a “Qualifying Tenant”). Each subsequent tenant of an Affordable Unit must be a Qualifying Tenant.

(c) Rental Rates. The monthly rental cost for each Affordable Unit will include rent and utility costs for the metropolitan area that includes the City adjusted for bedroom size and calculated annually by the Department of Housing and Urban Development and posted by Minnesota Housing for establishing rent limits for the Housing Tax Credit Program. During the Qualified Project Period, the form of lease to be utilized by Developer in renting Affordable Units will provide that rental rates charged to any tenant of an Affordable Unit cannot be increased more than once in any 12-month period.

(d) Certification of Tenant Eligibility. No tenant household shall be approved by Declarant for initial occupancy of an Affordable Unit unless and until Declarant has determined (through verification of income, assets, expenses, and deductions) whether such tenant household is a Qualifying Tenant. Each person who is intended to be a Qualifying Tenant will be required at the commencement of the initial lease of an Affordable Unit to sign and deliver to Declarant a “Certification of Tenant Eligibility” substantially in the form attached as Exhibit B, or in any other form as may be approved in writing by the Executive Director of the Authority or the City Manager of the City (the “Eligibility Certification”), in which the prospective tenant certifies as to qualifying as a Qualifying Tenant. Eligibility Certifications may be obtained no more than 120 days before a Qualifying Tenant occupies an Affordable Unit. In addition, the person will be required to provide whatever other information, documents, or certifications are deemed necessary by the Authority or the City to substantiate the Eligibility Certification. Eligibility

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Certifications will be maintained on file by Declarant with respect to each Qualifying Tenant who resides or resided in an Affordable Unit for a period of 10 years following the end of the Term, unless, following written request from the Declarant identifying Eligibility Certifications that Developer wishes to discard, the HRA consents to the Declarant’s request to discard said Eligibility Certification. Declarant must re-examine and verify the income of each tenant household living in an Affordable Unit annually unless, during such year, no Affordable Unit is occupied by a new tenant household whose income exceeds the applicable income limit for Qualifying Tenants. In addition, no re-certification shall be required if a Qualifying Tenant moves to a different Affordable Unit.

(e) Leases. The Affordable Units shall be rented pursuant to a written lease, and the term of each such lease shall be least 12 months, except that during the final year of the Term, new leases for the Affordable Units may be for a term of no less than six months, and such newly leased Affordable Units shall be subject to the terms and conditions of this Declaration until the expiration of such new leases. In addition, the form of lease to be utilized by Declarant in renting any Affordable Unit to any person who is intended to be a Qualifying Tenant shall:

(i) not require a security deposit in excess of the amount of one month of rent in connection with any Affordable Unit;

(ii) provide that rental rates charged to any Qualifying Tenant of an Affordable Unit cannot be increased more than once in any 12-month period.

(iii) provide for termination of the lease and consent by the person to eviction for failure to qualify as a Qualifying Tenant as a result of any material misrepresentation made by the person with respect to the Eligibility Certification;

(iv) include a clause wherein each individual tenant or tenant certifies the accuracy of the statements made in its application and Eligibility Certification; and

(v) include a clause wherein each individual tenant or tenant certifies that the family income at the time the lease is executed will be deemed substantial and material obligation of the tenant’s tenancy; that the tenant will comply promptly with all requests for income and other information relevant to determining low or moderate income status from Declarant, the Authority, or the City, and that the tenant’s failure or refusal to comply with a request for information with respect thereto will be deemed a violation of a substantial obligation of the tenant’s tenancy of its Affordable Unit.

3. Enforcement of Covenants and Restrictions.

(a) Annual Certification. Declarant shall prepare and submit to the Authority and the City, annually for approval on the basis of compliance with this Declaration, a certificate substantially in the form of the attached Exhibit C, executed by Declarant, (i) identifying the tenancies and the dates of occupancy (or vacancy) for

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all Qualifying Tenants, including the percentage of the dwelling units of the Project which were occupied by Qualifying Tenants (or held vacant and available for occupancy by Qualifying Tenants) at all times during the year preceding the date of the certificate; (ii) describing all transfers or other changes in ownership of the Project or any interest therein; and (iii) stating that all Affordable Units were rented or available for rental on a continuous basis during the year to Qualifying Tenants and that Declarant was not otherwise in default under this Declaration during the year. The initial deadline for submission of such certification is three months following the Commencement Date and thereafter an annual deadline for submission of January 31.

(b) Books and Records. Declarant shall permit, during normal business hours and upon reasonable notice, any duly authorized representative of the Authority or City, to inspect any books and records of Declarant regarding the Project with respect to the incomes of tenant households of Affordable Units and the rents charged for Affordable Units to ensure compliance with the requirements of this Declaration. At the City’s or Authority’s request, Declarant will submit any other information, documents or certifications that Declarant, in its reasonable discretion, deems necessary to substantiate Declarant’s compliance with the requirements of this Declaration.

(c) Delegation; Third-Party Monitoring. Each of the Authority and the City may, in their reasonable discretion, delegate their obligations hereunder and responsibilities for monitoring and enforcement of this Declaration to a separate subdivision of the City and/or one or more designated contractors, subcontractors, or agents. Declarant shall, upon annual invoicing, reimburse the Authority and the City for third-party expenses related to monitoring of Declarant’s compliance with this Declaration, including any additional costs necessitated by re-inspections for noncompliance with this Declaration.

(d) Reserved.

(e) Notice of Non-Compliance. Declarant shall immediately notify the Authority and the City if at any time during the term of this Declaration the dwelling units in the Project are not occupied or available for occupancy as required by the terms of this Declaration.

4. Additional Covenants, Representations, and Warranties of Declarant.

(a) Legal Compliance. Declarant shall maintain the Affordable Units and the Project in compliance with all requirements of the Redevelopment Agreement, any requirements of any lender whose loan is secured by a mortgage to which Declarant is a party or by which it or the Project is bound, and applicable ordinances, building and use restrictions, code-required building permits, and any requirements with respect to licenses, permits, and agreements necessary for the lawful use and operation of the Project.

(b) No Violation. The execution and performance of this Declaration by Declarant (i) will not violate or, as applicable, have not violated any provision of law, rule or regulation, or any order of any court or other agency or governmental body, and (ii) will not violate or, as applicable, have not violated any provision of any

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indenture, agreement, mortgage, mortgage note, or other instrument to which Declarant is a party or by which it or the Project is bound, and (iii) will not result in the creation or imposition of any prohibited encumbrance of any nature.

(c) Section 8 Housing. Declarant shall accept tenants who are recipients of federal certificates for rent subsidies pursuant to the existing program under Section 8 of the United States Housing Act of 1937, as amended, codified as 42 U.S.C. Sections 1401 et seq., or its successor. Declarant shall not adopt any policies specifically excluding rental to tenants holding Section 8 certificate/voucher holders solely because of the status of the prospective tenant as such a holder.

(d) Underserved Populations. Declarant shall affirmatively market the Affordable Units to one or more traditionally underserved populations as affordable at the rates required hereunder.

(e) Consents and Subordination. Declarant shall obtain the consent to this Declaration of any prior recorded lien-holder for the Property and shall cause such liens to be subordinated to this Declaration. Declarant has not and will not execute any other agreement with provisions contradictory to, or in opposition to, the provisions hereof and that, in any event, the requirements of this Declaration are paramount and controlling as to the rights and obligations set forth herein and supersede any other document's provisions in conflict herewith.

(f) Transfer Restrictions. Subject to the terms and conditions of the Redevelopment Agreement, Declarant may sell, transfer or exchange the Project, the Property or any portion thereof, but Declarant shall notify the Authority and the City in writing at least 60 days prior to such sale, transfer or exchange, and use commercially reasonable efforts to obtain the acknowledgment of any buyer or successor or other person acquiring the Project or any interest therein that such acquisition is subject to the covenants and restrictions of this Declaration (and to the requirements of Redevelopment Agreement incorporated herein). Such notification shall not be required by any lender foreclosing on the Property, or any subsequent sale by such lender. Failure by Declarant to obtain such acknowledgment shall not be deemed to impair the covenants and restrictions of this Declaration.

(g) Alterations; Use. Declarant shall not demolish any part of the Project or substantially subtract from any real or personal property of the Project or permit the use of any residential unit for any purpose other than rental housing during the Term of this Declaration unless required by law.

(h) Casualty. Promptly upon any casualty loss or damage to all or any part of the Project (including subsurface structural support elements), Declarant shall proceed with diligence to restore the Project to the condition prior to the casualty with the insurance proceeds obtained with respect to the loss or damage to the extent the insurance proceeds recovered allow for such rebuilding; provided, however, Declarant shall not be obligated to rebuild the Project if any of Declarant’s lenders or loan agreements (whether executed before or after the date hereof) do not permit

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such rebuilding or require that insurance amounts recovered with respect to any loss or damage to the Project be paid directly to the lender.

(i) Remedies; Enforceability. In the event of a violation or attempted violation of any of the covenants, conditions or restrictions herein contained, the City or the Authority may institute and prosecute any proceeding at law or in equity to abate, prevent or enjoin any such violation, or enforce specific performance by Declarant of the covenants, obligations, conditions and/or restrictions set forth herein, or to recover monetary damages caused by such violation or attempted violation. Declarant specifically acknowledges that the City and the Authority cannot be adequately compensated by monetary damages in the event of any default hereunder. Unless terminated as provided herein, the provisions hereof are imposed upon and made applicable to the Project, and shall be enforceable against Declarant, each purchaser, grantee, owner or tenant of the Project and the respective heirs, legal representatives, successors and assigns of each. No delay in enforcing the provisions of said covenants, conditions and restrictions as to any breach or violation shall impair, damage or waive the right to enforce the same or to obtain relief against or recover for the continuation or repetition of such breach or violation or any similar breach or violation thereof at any later time or times. In addition to any remedy set forth herein for failure to comply with the restrictions set forth in this Declaration, the City or the Authority may exercise any remedy available to it under the Redevelopment Agreement.

5. Indemnification. Declarant hereby indemnifies, and agrees to defend and hold harmless, the Authority, the City, and their respective officers, officials, employees, and agents, from and against all liabilities, losses, damages, costs, expenses (including reasonable attorneys’ fees and expenses), causes of action, suits, allegations, claims, demands, and judgments of any nature arising from the consequences of a legal or administrative proceeding or action brought against them, or any of them, on account of any failure by Declarant to comply with the terms of this Declaration, or on account of any representation or warranty of Declarant contained herein being untrue.

6. Covenants Running With the Land. Declarant intends, declares and covenants, on behalf of itself and all future owners and operators of the Property and the Project during the Term, that this Declaration and the covenants and restrictions set forth in this Declaration regulating and restricting the use, occupancy and transfer of the Property and the Project (a) shall be and are covenants running with the Property and the Project, encumbering the Property and the Project for the Term, binding upon Declarant’s successors in title and all subsequent owners and operators of the Property and the Project; (b) are not merely personal covenants of Declarant; and (c) shall bind Declarant (and the benefits shall inure to the Authority and the City) and its respective successors and assigns during the Term. Declarant hereby agrees that any and all requirements of the laws of the State of Minnesota to be satisfied in order for the provisions of this Declaration to constitute deed restrictions and covenants running with the land shall be deemed to be satisfied in full and that any requirements of privileges of estate are intended to be satisfied, or in the alternate, that an equitable servitude has been created to insure that these restrictions run with the land. For the Term, each and every contract, deed or other instrument hereafter executed conveying the Property and the Project or portion thereof shall expressly provide that such conveyance is subject to this Declaration; provided, however, that the covenants contained herein shall survive and be effective regardless of whether such contract, deed or other instrument hereafter executed conveying the Property and the Project or portion thereof provides that such conveyance is subject to this Declaration.

7. Notices. Any notice, approval, consent, payment, demand, communication, authorization, delegation, recommendation, agreement, offer, report, statement, certification or disclosure required or

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permitted to be given or made under this Declaration, whether or not expressly so stated, shall not be effective unless and until given or made in writing and shall be deemed to have been duly given or made as of the following date: (a) if delivered personally by courier or otherwise, then as of the date delivered or if delivery is refused, then as of the date presented; or (b) if sent or mailed by certified U.S. mail, return receipt requested, or by Federal Express, Express Mail or other mail or overnight courier service, then as of the date received. All such communications shall be addressed as follows (which address(es) for a party may be changed by that party from time to time by notice to the other parties). No such communications to a party shall be effective unless and until deemed received at all address(es) for such party:

Declarant at: SA Senior Living LLC 15102 Minnetonka Industrial Road Minnetonka, MN 55345 Attention: Robert Wall

with a copy to: Siegel Brill, P.A. Attention: Anthony J. Gleekel 100 Washington Avenue South, Suite 1300 Minneapolis, MN 55401

The Authority at: Housing and Redevelopment Authority of St. Anthony Minnesota

3301 Silver Lake Road NE St. Anthony, Minnesota 55418 Attention: Executive Director

with a copy to: Dorsey & Whitney LLP Attention: Jay R. Lindgren 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402

The City at: City of St. Anthony 3301 Silver Lake Road NE St. Anthony, Minnesota 55418 Attention: City Manager

with a copy to: Dorsey & Whitney LLP Attention: Jay R. Lindgren 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402

or at such other address with respect to any such party as that party may, from time to time, designate in writing and forward to the other, as provided in this Section.

8. Amendment. The provisions of this Declaration shall not be amended, terminated or deleted during the Term hereof, except by an instrument in writing duly executed by the Authority, the City, and Declarant, their respective successors and assigns.

9. Attorneys’ Fees. In case any action at law or in equity, including an action for declaratory relief, is brought against Declarant to enforce the provisions of this Declaration, Declarant agrees to pay the reasonable attorneys’ fees and other reasonable expenses paid or incurred by the City and/or the Authority in connection with the action.

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10. Governing Law. This Declaration is governed by the laws of the state of Minnesota and, where applicable, the laws of the United States of America.

11. Severability. If any provisions hereof shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining portions shall not in any way be affected or impaired.

[Remainder of Page Intentionally Left Blank. Signature Pages Follows]

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[Signature Page to Declaration of Covenants and Restrictions]

IN WITNESS WHEREOF, Declarant has caused this Declaration to be executed as of the date first written above


STATE OF MINNESOTA ) ) ss. COUNTY OF __________ )

The foregoing instrument was acknowledged before me on this ___ day of ___________, 2021, by _____________, the _____________ of SA Senior Living LLC, a Minnesota limited liability company, on behalf of the company.

IN WITNESS WHEREOF, I have set my hand and my official seal this ___ day of __________, 2021.

Notary Public

.

THIS DOCUMENT WAS DRAFTED BY: Dorsey & Whitney LLP 50 South Sixth Street, Suite 1500 Minneapolis, MN 55402-1498

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[Exhibit A to Declaration of Covenants and Restrictions]

Exhibit A

Legal Description of the Property



136

B-1 [Exhibit B to Declaration of Covenants and Restrictions]

Exhibit B

Form of Certification of Tenant Eligibility

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B-2 [Exhibit B to Declaration of Covenants and Restrictions]

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C-1 [Exhibit C to Declaration of Covenants and Restrictions]

Exhibit C

Form of Certificate of Continuing Program Compliance

Certificate of Continuing Program Compliance

Date: ___________________

The following information with respect to the Project located at _______________, St. Anthony, Minnesota (the “Project”), is being provided by SA SENIOR LIVING LLC, a Minnesota limited liability company (“Declarant”) to the City of St. Anthony, Minnesota, a Minnesota statutory city (the “City”) and the Housing and Redevelopment Authority of the City of St. Anthony, Minnesota, a public body corporate and politic organized and existing under the laws of the State of Minnesota (the “Authority”), pursuant to that certain Declaration of Covenants and Restrictions (Affordable Housing) dated ________________ ___, 20___ (the “Declaration”), with respect to the Project:

(A) The total number of Affordable Units which are available for occupancy is 7 [or 5% of total units]. The total number of these units occupied is _________________.

(B) The total number of units occupied by “Qualifying Tenants,” as the term is defined in the Declaration (for a total of 7 units [or 5% of total units]) is ____________ (may use the Table below or attach a rent roll)

___________ _________________ _________________

Unit Number Name of Tenant

Number of Persons

Residing in the Unit

Number of Bedrooms

Total Adjusted Gross Income

Date of Initial Occupancy Rent

1

2

3

4

5

6

7

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8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

29

30

(C) Declarant has obtained a “Certification of Tenant Eligibility,” in form materially consistent with the form provided as Exhibit B to the Declaration, from each Tenant named in above, and each such Certificate is being maintained by Declarant in its records with respect to the

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Project. Attached hereto is the most recent “Certification of Tenant Eligibility” for each Tenant named in (B) above who signed such a Certification since ______________, _____, the date on which the last “Certificate of Continuing Program Compliance” was filed with the Authority and the City by Declarant.

(D) In renting the residential units in the Project, Declarant has not given preference to any particular group or class of persons (except for persons who qualify as Qualifying Tenants); and none of the units listed in (B) above have been rented for occupancy entirely by students, no one of which is entitled to file a joint return for federal income tax purposes. All of the residential units in the Project have been rented pursuant to a written lease, and the term of each lease is at least twelve (12) months.

(E) The information provided in this “Certificate of Continuing Program Compliance” is accurate and complete in all material respect, and no matters have come to the attention of Declarant which would indicate that any of the information provided herein, or in any “Certification of Tenant Eligibility” obtained from the Tenants named herein, is inaccurate or incomplete in any material respect.

(F) The Project is in continuing compliance with the Declaration.

(G) Declarant certifies that as of the date hereof at least 7 [or 5% of total units] of the residential dwelling units in the Project are occupied or held open for occupancy by Qualifying Tenants, as defined and provided in the Declaration.

(H) The rental levels for each Qualifying Tenant comply with the maximum permitted under the Declaration.

IN WITNESS WHEREOF, I have hereunto affixed my signature, on behalf of Declarant, on ____________________, 20___.


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ST. ANTHONY HOUSING & REDEVELOPMENT AUTHORITY CITY OF ST. ANTHONY

HENNEPIN COUNTY STATE OF MINNESOTA

RESOLUTION 21-06

RESOLUTION AUTHORIZING THE EXECUTION OF A REDEVELOPMENT AGREEMENT

BE IT RESOLVED by the Board (the “Board”) of the St. Anthony Housing & Redevelopment Authority (the “HRA”), as follows:

Section 1. Recitals.

1.01. The City of St. Anthony, Minnesota (the “City”) has heretofore established Redevelopment Project Area No. 3 (the “Project Area”) and adopted the Development Program therefor and, at the recommendation of the HRA, adopted a Modification to the Development Program (the “Development Program Modification”) for the Project Area and established the Lowry Grove TIF District (the “District”) therein and adopted a Tax Increment Financing Plan (the “TIF Plan”) therefor (the Development Program Modification and the TIF Plan are referred to collectively herein as the “Program and Plan”); all pursuant to and in conformity with applicable law, including Minnesota Statutes, Sections 469.001 to 469.047 and Sections 469.174 to 469.1794, all inclusive, as amended, (the “Act”) all as reflected in the Program and Plan.

Section 2. Approval of Redevelopment Agreement.

2.01. There has been prepared and presented to the Board for its consideration a certain Redevelopment Agreement (the “Agreement”) between the City, the HRA, and SA Senior Living LLC (the “Developer”) stating the Developer’s responsibilities and the terms and conditions of the City’s assistance with the financing of a Project on the Development Property (as such terms are defined in the Agreement) within the District.

2.02. The Board hereby approves the Agreement, together with any related documents necessary in connection therewith (collectively, the “Development Documents”) substantially in the form presented to the Board and hereby authorizes Chair and Executive Director, in their discretion and at such time, if any, as they may deem appropriate, to finalize and execute the same on behalf of the HRA, and to carry out, on behalf of the HRA, the HRA’s obligations thereunder.

2.03. The approval hereby given to the Development Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by legal counsel to the HRA and by the officers authorized herein to execute said documents prior to their execution; and said officers are hereby authorized to approve said changes on behalf of the HRA. The execution of any instrument by the appropriate officers of the HRA herein authorized shall be conclusive evidence of the approval of such document in accordance with the terms hereof. In the event of absence or disability of the

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officers, any of the documents authorized by this Resolution to be executed may be executed without further act or authorization of the Board by any duly designated acting official, or by such other officer or officers of the Board as, in the opinion of the City Attorney, may act in their behalf.

2.04. Upon execution and delivery of the Development Documents, the officers and employees of the HRA are hereby authorized and directed to take or cause to be taken such actions as may be necessary on behalf of the HRA to implement the Development Documents.

2.05. The Board hereby determines that the execution and performance of the Development Documents will help realize the public purposes of the Act.

Approved by the St. Anthony Housing & Redevelopment Authority this 23rd day of March, 2021.

_______________________________

Chair

ATTEST:

_________________________

City Clerk

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MEMORANDUM

To:

From:

Date:

Regarding:

St. Anthony Village Housing and Redevelopment Authority

Charlie Yunker, Executive Director

March 23, 2021 HRA Meeting

Termination of Land Swap Agreement

BACKGROUND On October 22, 2020 the HRA approved Resolution 2020-06 approving the Land Swap Agreement between Bremer Bank and the Housing and Redevelopment Authority of St. Anthony. Where Bremer Bank, N.A. would acquire the city owned parcel at 2654 Kenzie Terrace, and the city would acquire the .32 acre Bremer Bank owned property at 2534 Kenzie Terrace at the intersection of Kenzie Terrace and Lowry Ave NE for a new City Gateway entrance node.

This was the initial step in a three-party project between Trident Development, LLC, Bremer Bank, N.A. and the City of St. Anthony. The project was planned to be Trident proposing a senior living facility on the existing Bremer Bank site, which will be constructed after the new Bremer Bank facility is completed on the currently city-owned property, and the bank can occupy its new location.

Subsequent to the approval Trident Development, LLC withdrew from the project, and the closing of the land swap did not take place. After continuing discussions with Bremer Bank, N.A. it was determined that the bet course of action was to terminate the agreement until such time as a new third-party can be identified to continue the project.

As a result, Bremer Bank, N.A. drafted the attached Notice of Termination.

ATTACHMENTS:

1) Notice of Termination

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February 23, 2021

WINTHROP +WEINSTINE

Renay W. LeoneDirect Dial: (612) 604-6654Direct Fax: (612) [email protected]

Housing and RedevelopmentAuthority of St. Anthony, Minnesota3301 Silver Lake Rd, NESt. Anthony, MN 55418Attn: Executive Director

Dorsey & Whitney LLP50 South Sixth Street, Suite 1500Minneapolis, MN 55402Attn: Jay R. Lindgren

VIA EMAIL AND CERTIFIED MAILRETURN RECEIPT REQUESTED

VIA EMAIL AND CERTIFIED MAILRETURN RECEIPT REQUESTED

NOTICE OF TERMINATION OF LAND SWAP AGREEMENT

This NOTICE OF TERMINATION OF LAND SWAP AGREEMENT ("Notice") is providedregarding that certain Land Swap Agreement by and between Bremer Bank, NationalAssociation, a national banking association ("Bremer") and Housing and RedevelopmentAuthority of St. Anthony, Minnesota, a public body corporate and politic under the laws ofMinnesota ("HRA"), executed by Bremer and approved by the HRA (but not executed) as ofOctober 27, 2020 (the "Agreement"), relating to the swap ofproperties located in St. Anthony,Minnesota. Capitalized terms that are not defined in this Notice shall have the meaningsassigned to them in the Agreement.

Due to lack of execution of the Agreement by HRA and lack of any other activity required in theAgreement by either party, Bremer hereby notifies HRA that Bremer is terminating theAgreement for failure by the HRA to execute the Agreement and to close the transactioncontemplated thereby in a timely manner. As no earnest money was deposited by either partynor any reimbursable costs incurred, there shall be no future obligation by either party to theother with respect to the terms of the Agreement.

CAPELL A TOWER I SU IT E 350 0 225 South 6th Street Minneapolis, MN 55402 P/612.604.600 F / 612.604.6800 W /winthrop.com A Professional Association

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February 23, 2021

Very truly yours,

WINTHROP & WEINSTINE, P.A.

IslRenay W. Leone

Renay W. Leone

cc: Charlie Yunker (via email: [email protected])Jon C. Fahning (via email: [email protected])Kenneth M. Alwin (via email: [email protected])Tami Diehm (via email: [email protected])

21234938vl

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