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Home My WebLink About2020-09-28 EDA Special Meeting PacketSPECIAL MEETING AGENDA MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY 6:30 P.M. Monday, September 28, 2020 Held Remotely Via Conference Call Dial 1-312-626-6799 or 1-888-788-0099 When Prompted Enter Meeting ID: 958 1937 3435 # No Participant ID, Enter # When Prompted A. CALL TO ORDER B. ROLL CALL C. APPROVAL OF AGENDA D. APPROVAL OF MINUTES 1. September 14, 2020 Economic Development Authority Meeting Minutes E. PUBLIC HEARING 1. Tax Increment Financing and Business Subsidy Agreement for Maple Ridge Center a. Public Hearing b. Contract for Private Redevelopment with Suso 4 Mapleridge, LP F. UNFINISHED BUSINESS None G. NEW BUSINESS None H. ADJOURNMENT RULES OF CIVILITY FOR THE CITY COUNCIL, BOARDS, COMMISSIONS AND OUR COMMUNITY Following are rules of civility the City of Maplewood expects of everyone appearing at the Meetings - elected officials, staff and citizens. It is hoped that by following these simple rules, everyone's opinions can be heard and understood in a reasonable manner. We appreciate the fact that when appearing at Council meetings, it is understood that everyone will follow these principles: Speak only for yourself, not for other council members or citizens - unless specifically tasked by your colleagues to speak for the group or for citizens in the form of a petition. Show respect during comments and/or discussions, listen actively and do not interrupt or talk amongst each other. Be respectful of the process, keeping order and decorum. Do not be critical of council members, staff or others in public. Be respectful of each other's time keeping remarks brief, to the point and non -repetitive. THIS PAGE IS INTENTIONALLY LEFT BLANK A For the permanent record Meeting Date: 09/28/2020 D1 MEETING MINUTES MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY 6:15 P.M. Monday, September 14, 2020 Held Remotely Via Conference Call CALL TO ORDER A meeting of the Maplewood Economic Development Authority (EDA), was held remotely via conference call and was called to order at 6:15 p.m. by President Knutson. B. ROLL CALL C 7 E. William Knutson, President Present Bryan Smith, Vice President Present Marylee Abrams, Commissioner Present Kathleen Juenemann, Commissioner Present Sylvia Neblett, Treasurer Present APPROVAL OF AGENDA Executive Director Coleman requested the commission table agenda items E1 a Public Hearing and El Contract for Private Redevelopment with Susco 4 Mapleridge, LP; and add an agenda item to call for Special Economic Development Authority Meeting on September 28, 2020 for those items to be placed on that agenda. Commissioner Abrams moved to approve the agenda as amended. Seconded by Commissioner Smith Ayes — All, via roll call The motion passed. APPROVAL OF MINUTES 1. August 24, 2020 Economic Development Authority Special Meeting Minutes Commissioner Juenemann moved to approve the August 24, 2020 Economic Development Authority Special Meeting Minutes as submitted. Seconded by Commissioner Abrams The motion passed. PUBLIC HEARING Ayes — 4, via roll call Abstrain — Commissioner Neblett 1. Tax Increment Financing and Business Subsidy Agreement for Maple Ridge Center a. Public Hearing b. Contract for Private Redevelopment with Suso 4 Mapleridge, LP c. Resolution Authorizing Interfund Loan for Advance of Certain Costs in Connection with Tax Increment Financing District No. 1-14 September 14, 2020 Maplewood Economic Development Authority For the permanent record Meeting Date: 09/28/2020 D1 Community Development Director Thomson gave the presentation. Commissioner Abrams moved to table the public hearing. Seconded by Commissioner Juenemann Ayes — All, via roll call The motion passed. Commissioner Juenemann moved to table the Contract for Private Redevelopment with Suso 4 Mapleridge, LP. Seconded by Commissioner Abrams Ayes — All, via roll call The motion passed. Commissioner Abrams moved to approve the Resolution Authorizing Interfund Loan for Advance of Certain Costs in Connection with Tax Increment Financing District No. 1-14. Resolution 20-09-0002 MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY COUNTY OF RAMSEY STATE OF MINNESOTA RESOLUTION AUTHORIZING INTERFUND LOAN FOR ADVANCE OF CERTAIN COSTS IN CONNECTION WITH TAX INCREMENT FINANCING DISTRICT NO. 1-14 BE IT RESOLVED by the Board of Commissioners of the Maplewood Economic Development Authority ("MEDA") as follows: Section 1. Background. 1.01. MEDA has established Tax Increment Financing District No. 1-14 (the "TIF District") in the general vicinity of 2501 White Bear Avenue, pursuant to Minnesota Statutes, Sections 469.174 through 469.1794, as amended (the "TIF Act"). 1.02. MEDA has incurred certain costs (the "Preliminary Costs") related to the TIF District prior to such time as tax increment will be available to pay for such costs. 1.03. Pursuant to Section 469.178, subdivision 7 of the TIF Act, MEDA is authorized to advance or loan money from its general fund or any other fund from which such advances may be legally authorized in order to finance the Preliminary Costs. 1.04. MEDA will loan funds from its general fund (the "General Fund"), or any other fund designated by MEDA, to finance the Preliminary Costs (the "Interfund Loan") in accordance with the terms of this resolution. Section 2. Interfund Loan Authorized. 2.01. MEDA hereby authorizes the advance of up to $50,000 from the General September 14, 2020 2 Maplewood Economic Development Authority For the permanent record Meeting Date: 09/28/2020 D1 Fund or other funds or so much thereof as may be required to pay the Preliminary Costs. MEDA shall reimburse itself for such advances together with interest at the rate stated below. Interest accrues on the principal amount from the date of each advance. The maximum rate of interest permitted to be charged is limited to the greater of the rates specified under Minnesota Statutes, Section 270C.40 and Section 549.09 as of the date the loan or advance is authorized, unless the written agreement states that the maximum interest rate will fluctuate as the interest rates specified under Minnesota Statutes, Section 270C.40 or Section 549.09 are from time to time adjusted. The interest rate shall be 5.0 percent and will not fluctuate. 2.02. Principal and interest (the "Payments") on the Interfund Loan shall be paid semiannually on each February 1 and August 1 (each a "Payment Date"), commencing on the first Payment Date on which MEDA has Available Tax Increment (defined below), or on any other dates determined by MEDA's Executive Director, through the date of last receipt of tax increment from the TIF District. 2.03. Payments on the Interfund Loan are payable solely from Available Tax Increment, which shall mean, on each Payment Date, tax increment available after other obligations of the TIF District have been paid, or as determined by MEDA's Executive Director, generated in the preceding six (6) months with respect to the property within the TIF District and remitted to MEDA by Ramsey County, Minnesota, all principal. Payments on the Interfund Loan may be subordinated to any outstanding or future bonds or notes issued by MEDA and secured in whole or in part with tax increment from the TIF District. 2.04. The principal sum and all accrued interest payable under the Interfund Loan are prepayable in whole or in part at any time by MEDA without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under the Interfund Loan. 2.05. The Interfund Loan is evidence of an internal borrowing by MEDA in accordance with Section 469.178, subdivision 7 of the TIF Act, and is a limited obligation payable solely from Available Tax Increment pledged to the payment hereof under this resolution. This Interfund Loan and the interest hereon shall not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, MEDA or the city of Maplewood. Neither the State of Minnesota nor any political subdivision thereof shall be obligated to pay the principal of or interest on the Interfund Loan or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on the Interfund Loan or other costs incident hereto. MEDA shall have no obligation to pay any principal amount of the Interfund Loan or accrued interest thereon, which may remain unpaid after the final Payment Date. 2.06. MEDA may at any time make a determination to forgive the outstanding principal amount and accrued interest on the Interfund Loan to the extent permissible under law. 2.07. MEDA may from time to time amend the terms of this resolution to the extent permitted by law, including without limitation amendment to the payment schedule and the interest rate; provided, however, that the interest rate may not be increased above the maximum specified in Section 469.178, subdivision 7 of the TIF Act. September 14, 2020 3 Maplewood Economic Development Authority For the permanent record Meeting Date: 09/28/2020 D1 2.08. MEDA officials and consultants are hereby authorized and directed to execute any documents or take any actions necessary or convenient to carry out the intent of this resolution. Section 3. Effective Date. This resolution is effective upon approval. Adopted by the Board of Commissioners of Maplewood Economic Development Authority, this 141h day of September, 2020. Seconded by Commissioner Juenemann Ayes — All, via roll call The motion passed. Commissioner Juenemann moved to call for a Special Economic Development Authority Meeting on September 28, 2020 at 6:30 p.m. Seconded by Commissioner Neblett Ayes — All, via roll call The motion passed. F. UNFINISHED BUSINESS None G. NEW BUSINESS 1. Resolution Providing Approval of the 2021 Preliminary EDA Budget Executive Director Coleman gave the report. Commissioner Juenemann moved to approve the resolution providing approval of the 2021 Preliminary EDA Budget in the amount of $150,000, with a funding request of $100,000 from the City Council. Resolution 20-09-0003 MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION RECOMMENDING APPROVAL OF THE 2021 PRELIMINARY EDA BUDGET WHEREAS, State law requires the City of Maplewood to certify its preliminary property tax levy to the County Auditor by September 301h of each year; and WHEREAS, the bylaws of the Maplewood Economic Development Authority (EDA) require the EDA to submit an annual budget to the City Council for inclusion and incorporation in the City's annual budget and tax levy. NOW THEREFORE BE IT RESOLVED that the Maplewood Economic Area Development Authority (EDA) approves the 2021 Preliminary EDA Budget, in the amount of $150,000, and recommends a request to the Maplewood City Council for funding in the amount of $100,000 for fiscal year 2021. September 14, 2020 4 Maplewood Economic Development Authority For the permanent record Meeting Date: 09/28/2020 D1 Seconded by Commissioner Abrams Ayes — All, via roll call The motion passed. 2. Resolution Approving the Grant Agreement with YMCA Finance Director Paulseth gave the staff report. Commissioner Juenemann moved to approve the resolution approving the grant agreement in the amount of $800,000 with the YMCA. Resolution 20-09-0004 MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION APPROVING A GRANT AGREEMENT WITH YMCA OF THE GREATER TWIN CITIES WHEREAS, on August 10, 2020, the Maplewood City Council allocated $500,000 in CARES Act funding to the Maplewood Economic Development Authority (EDA) for the purpose of providing reimbursement to nonprofit entities who have a contractual relationship with the City of Maplewood to provide services relating to community response to the Covid-19 public health emergency; and WHEREAS, on August 10, 2020, the Maplewood City Council further allocated $300,000 in CARES Act funding to the Maplewood EDA to provide business relief to nonprofit entities who have a contractual relationship with the City during the pandemic shutdown period ordered by the Governor of the State of Minnesota. NOW, THEREFORE BE IT RESOLVED that the Maplewood Economic Development Authority (EDA) approves the grant agreement with the YMCA of the Greater Twin Cities (YMCA), dated September 14, 2020, which provides for a $500,000 allocation to the YMCA for reimbursement of expenses related to community response to the Covid-19 public health emergency, and a $300,000 allocation for business relief purposes with the provision that 30% of furloughed employees are rehired during the period from August 3, 2020 through November 15, 2020. Seconded by Commissioner Neblett Ayes — All, via roll call The motion passed. 3. Resolution Allocating Residual CARES Act Funding to St. John's Hospital Finance Director Paulseth gave the staff report. Commissioner Juenemann moved to approve the resolution approving the distribution of residual CARES Act funding in the amount of $86,000 to St. John's Hospital, Maplewood MN. Resolution 20-09-0005 MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY September 14, 2020 5 Maplewood Economic Development Authority For the permanent record Meeting Date: 09/28/2020 D1 RESOLUTION APPROVING RESIDUAL CARES ACT FUNDING TO ST. JOHN'S HOSPITAL WHEREAS, on August 10, 2020, the Maplewood City Council allocated $86,000 in residual CARES Act funding to the Maplewood Economic Development Authority (EDA) for the purpose of distributing the funding to St. John's Hospital, Maplewood MN, for community response to the Covid-19 public health emergency. NOW, THEREFORE BE IT RESOLVED that the Maplewood Economic Development Authority (EDA) approves the distribution of residual CARES Act funding to St. John's Hospital, Maplewood, MN, on or before the federal deadline of November 15, 2020. Seconded by Commissioner Abrams Ayes — All, via roll call The motion passed. H. ADJOURMENT President Knutson adjourned the meeting at 6:44 p.m. September 14, 2020 6 Maplewood Economic Development Authority E1 MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY STAFF REPORT Meeting Date September 28, 2020 REPORT TO: Melinda Coleman, Executive Director REPORT FROM: Jeff Thomson, Assistant Executive Director Ron Batty, EDA Attorney PRESENTER: Jeff Thomson, Assistant Executive Director AGENDA ITEM: Tax Increment Financing and Business Subsidy Agreement for Maple Ridge Center a. Public Hearing b. Contract for Private Redevelopment with Suso 4 Mapleridge, LP Action Requested: ✓ Motion ❑ Discussion ✓ Public Hearing Form of Action: ❑ Resolution ❑ Ordinance ✓ Contract/Agreement ❑ Proclamation Policy Issue: The Economic Development Authority (EDA) has received a Tax Increment Financing (TIF) application from the property owner of Maple Ridge Center at 2501 White Bear Avenue. The application requests TIF assistance for public infrastructure improvements that will be completed for a new HyVee grocery store, convenience store, and gas station. Recommended Action: a. Hold the public hearing. b. Motion to approve the Contract for Private Redevelopment with Suso 4 Mapleridge, LP Fiscal Impact: Is There a Fiscal Impact? ❑ No ✓ Yes, the true or estimated cost is $500,000 Financing source(s): ❑ Adopted Budget ❑ Budget Modification ❑ New Revenue Source ❑ Use of Reserves ✓ Other: The EDA would issue a Tax Increment Revenue Note to the property owner in the amount of $500,000. The assistance would reimburse the property owner for public infrastructure improvements at White Bear Avenue and Gervais Avenue. The $500,000 would be paid from the tax increment generated by the private improvements being constructed by the property owner and HyVee. It is expected that the note will be paid off in 8.5 years. Strategic Plan Relevance: ❑ Financial Sustainability ❑ Integrated Communication ✓ Targeted Redevelopment ❑ Operational Effectiveness ❑ Community Inclusiveness ❑ Infrastructure & Asset Mgmt. EDA Packet Page Number 1 of 34 E1 The TIF and Business Subsidy Agreement to support public infrastructure improvements will facilitate reinvestment in Maple Ridge Center which has a deteriorating condition and a significant amount of vacancy as a result of losing several anchor tenants. Background: Application The EDA has received a TIF application from the property owner of Maple Ridge Center, SUSO 4 Mapleridge, which is managed by Slate Asset Management in Toronto, Ontario. SUSO would retain ownership of the property and will have a lease with HyVee to locate a grocery store, liquor store, and new freestanding gas station and convenience store on the property. Under the terms of the lease between HyVee and the property owner, the owner is responsible for certain costs associated with the project. The application includes a request for TIF assistance for public improvements associated with the project, which include access and intersection improvements on White Bear Avenue and Gervais Avenue. The improvements on White Bear Avenue include moving the access drive 80 feet to the south to align with the access point for the properties on the east side of White Bear Ave and signalizing the intersection. The improvements on Gervais include consolidating the three existing access points to two access points, restriping, and reconstructing center medians. The estimated cost of the public infrastructure improvements is more than $1 million. The EDA would therefore provide reimbursement for less than half of the total costs of the improvements. Tax Increment Financing On July 22, 2019, the city adopted a modified enabling resolution for the Maplewood Economic Development Authority (EDA), which grants the EDA authority to use tax increment financing. Tax increment financing is a funding tool that takes advantage of the increase in property taxes that result from redevelopment. The increase in tax revenue is a result of the investment in the property and the resulting increase in taxes. TIF captures only the increase in taxes and not the current or base amount of taxes that are currently paid. The increment can be used by the EDA to repay debt or certain costs incurred by the EDA as a result of the development. For this application, the debt would be a note issued to the property owner for public improvement costs associated with the redevelopment project. The goals of TIF districts include spurring economic development and redevelopment, creating jobs, and removing blight. TIF Agreement The Contract for Private Redevelopment with the property owner outlines the amount and terms of the financial assistance. Under the terms of the agreement, the EDA will issue a pay-as-you-go tax increment revenue note in the amount of $500,000 to reimburse the property owner for the construction of public infrastructure improvements. The EDA will pledge 90% of the tax increment from the TIF district to pay on the note. In consideration of the TIF assistance, the property owner will be required to complete the following: • Provide a new HyVee grocery store to occupy the tenant space previously occupied by Rainbow Foods, with a minimum improvement amount of $5.36 million. • Provide a new freestanding HyVee convenience store and gas station. • Construct public infrastructure improvements at White Bear Avenue and Gervais Avenue. • Commence construction by December 31, 2020, and substantially complete construction by December 31, 2021. • Create at least 60 full-time jobs. EDA Packet Page Number 2 of 34 E1 Business Subsidy Agreement The $500,000 in TIF assistance provided in the Contract for Private Development is a business subsidy and is subject to the requirements of the Business Subsidy Act and Maplewood's Business Subsidy Policy. The Contract, therefore, includes a business subsidy agreement. The purpose of the business subsidy is to assist redevelopment of the property, and the assistance will be targeted to reimbursement of the costs of public infrastructure improvements designed to increase access to the property from White Bear Avenue and Gervais Avenue. Assistance will be paid as tax increment is collected on the increased value of the property after completion of rehabilitation of the former Rainbow grocery store and its reuse as a HyVee grocery store, as well as the construction of a new gas station and convenience store at the site. It is anticipated that the assistance will be paid over a period of approximately eight and a half years. The business subsidy agreement requires the creation of at least 60 new full-time jobs at a minimum wage of $10.50 per hour, exclusive of benefits. The businesses must remain in operation for a minimum of five years. Failure to achieve these goals could result in the repayment of some or all of the business subsidy. Attachments - 1. Contract for Private Redevelopment EDA Packet Page Number 3 of 34 E1, Attachment 1 EXECUTION COPY CONTRACT FOR PRIVATE REDEVELOPMENT By and Between THE MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY and SUSO 4 MAPLERIDGE LP This document drafted by: KENNEDY & GRAVEN, CHARTERED (RHB) 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 (612) 337-9300 MA745-27-670582.v5 EDA Packet Page Number 4 of 34 E1, Attachment 1 TABLE OF CONTENTS PAGE PREAMBLE....................................................................................................................................1 ARTICLE I Definitions SectionI.I. Definitions................................................................................................................2 Section1.2. Exhibits...................................................................................................................5 Section 1.3. Rules of Interpretation............................................................................................5 ARTICLE II Representations and Warranties Section 2.1. Representations by MEDA......................................................................................5 Section 2.2. Representations and Warranties by the Redeveloper...............................................6 ARTICLE III Redevelopment Assistance Section 3.1. Issuance of Pay -As -You -Go Note...........................................................................7 Section 3.2. Conditions Precedent to Issuance of Note...............................................................7 Section3.3. Records....................................................................................................................8 Section 3.4. Terms, Execution and Delivery of Note..................................................................8 Section 3.5 Preparation and Delivery.........................................................................................9 Section 3.6 Security Provisions................................................................................................10 ARTICLE IV Construction of Minimum Improvements, Infrastructure Improvements and Site Improvements Section 4.1. Construction of Minimum Improvements.............................................................10 Section 4.2. Commencement and Completion of Construction.................................................10 Section 4.3. Certificate of Completion......................................................................................10 Section 4.4. Reconstruction of Minimum Improvements..........................................................10 Section 4.5. Infrastructure Improvements and Site Improvements............................................1 l ARTICLE V Business Subsidy Section 5.1. Compliance with Business Subsidy Provisions....................................................11 Section 5.2. Job and Wage Goals; Qualified Facility..................................................................12 Section5.3. Remedies................................................................................................................12 Section5.4 Reports...................................................................................................................12 I MA745-27-670582.v5 EDA Packet Page Number 5 of 34 E1, Attachment 1 ARTICLE VI Payment of Taxes, Use of Tax Increment Section6.1. Taxes......................................................................................................................13 Section 6.2. Right to Collect Delinquent Taxes.........................................................................13 Section 6.3. Use of Tax Increment.............................................................................................13 ARTICLE VII Restrictions on Sale of Minimum Improvements Section 7.1. Prohibition Against Sale of Minimum Improvements...........................................13 ARTICLE VIII Events of Default Section 8.1. Events of Default Defined.....................................................................................14 Section 8.2. Remedies on Default..............................................................................................15 Section 8.3. No Remedy Exclusive............................................................................................15 Section 8.4. No Additional Waiver Implied by One Waiver.....................................................15 ARTICLE IX Additional Provisions Section 9.1. Conflict of Interests; Representatives Not Individually Liable .............................16 Section 9.2. Restriction of Use.................................................................................................16 Section 9.3. Notices and Demands............................................................................................16 Section9.4. Counterparts...........................................................................................................16 Section 9.5. Disclaimer of Relationships...................................................................................17 Section9.6. Amendment............................................................................................................17 Section9.7. Recording...............................................................................................................17 Section 9.8. Release and Indemnification Covenants................................................................17 Section 9.9. Titles of Articles and Sections...............................................................................17 Section 9.10. Governing Law; Venue..........................................................................................17 TESTIMONIUM............................................................................................................................18 SIGNATURES......................................................................................................................... 18-19 EXHIBIT A LEGAL DESCRIPTION OF THE REDEVELOPMENT PROPERTY EXHIBIT B DEPICTION OF THE REDEVELOPMENT PROPERTY AND MINIMUM IMPROVEMENTS EXHIBIT C DEPICTION OF INFRASTRUCTURE IMPROVEMENTS EXHIBIT D FORM OF CERTIFICATE OF COMPLETION EXHIBIT E FORM OF NOTE EXHIBIT F FORM OF INVESTMENT LETTER ii MA745-27-670582.v5 EDA Packet Page Number 6 of 34 E1, Attachment 1 CONTRACT FOR PRIVATE REDEVELOPMENT This Contract for Private Redevelopment (the "Agreement") is made this day of , 2020, by and between the Maplewood Economic Development Authority, a public body corporate and politic under the laws of Minnesota, having its principal office at 1830 County Road B E, Maplewood, Minnesota 55109-2702 ("Maplewood Economic Development Authority" or "MEDA"), and SUSO 4 Mapleridge LP, a limited partnership under the laws of Delaware, having its principal office at c/o Slate Asset Management L.P., 121 King Street West, Suite 200, Toronto, Ontario M51-1 3T9 (the "Redeveloper"). WITNESSETH: WHEREAS, MEDA finds there to exist within its commercial areas buildings that have a blighting influence on surrounding properties and are structurally substandard due to their poor physical condition or functional obsolescence and which, because of those conditions, threaten the health, safety and welfare of the community; and WHEREAS, MEDA finds that it is in the public interest, helpful for the tax base and beneficial for the health, safety and welfare of the community as a whole to rehabilitate structurally substandard buildings and to make private and public infrastructure improvements which will enhance the attractiveness of its commercial areas; and WHEREAS, MEDA finds that, due to market conditions which exist today and are likely to persist for the foreseeable future, the private sector alone is not able to accomplish redevelopment of the type needed and, therefore, such will not occur without public intervention; and WHEREAS, in order to foster the type of redevelopment described above, the City of Maplewood established Development District No. 1 and adopted a Development District Program to implement the goals and objectives thereof, all pursuant to Minnesota Statutes, sections 469.124 through 469.134; and WHEREAS, to implement the goals of the Program, MEDA established Tax Increment Financing District No. 1-14 and adopted a tax increment financing plan related thereto, all pursuant to Minnesota Statutes, sections 469.174 through 469.1799; and WHEREAS, the Redeveloper has proposed to redevelop the property located at 2501 White Bear Avenue, Maplewood, Minnesota through a project which MEDA believes is in the vital and best interests of Maplewood and the health, safety and welfare of its residents, and in accord with the public purposes and provisions of the applicable state and local laws and requirements for which Development District No. 1 and Tax Increment Financing District No. 1-14 were established. NOW, THEREFORE, in consideration of the covenants and the mutual obligations of the parties hereto, each of them does hereby covenant and agree with the other as follows: 1 MA745-27-670582.v5 EDA Packet Page Number 7 of 34 E1, Attachment 1 ARTICLE I Definitions Section 1.1. Definitions. In this Agreement the following terms shall have the meanings given unless a different meaning clearly appears from the context: "Administrative Costs" means the administrative expenses incurred by MEDA as defined in section 469.174, subd. 14 of the TIF Act; "Agreement" means this Agreement, as the same may be from time to time modified, amended, or supplemented. "Assessor" means the county assessor of Ramsey County. "Available Tax Increment" means 90 percent of the Tax Increment paid to MEDA by the County with respect to the Redevelopment Property and the Minimum Improvements. "Business Subsidy Act" means Minnesota Statutes, sections 116J.993 through 116J.995, as amended. "Certificate of Completion" means the certificate, in substantially the form attached hereto as Exhibit D, which will be provided to the Redeveloper pursuant to Article IV of this Agreement. "City" means the City of Maplewood, a municipal corporation under the laws of Minnesota. "City Development Districts Act" means Minnesota Statutes, sections 469.124 through 469.134, as amended. "County" means Ramsey County, Minnesota. "Development District" means the City's Development No. 1. "Development District Program" or "Program" means the plan for development and redevelopment of Development District No. 1, which was most recently modified by the City on August 10, 2020. "Economic Development Authorities Act" or "EDA Act" means Minnesota Statutes sections 469.090 through 469.108, as amended. "Event of Default" means an action by the Redeveloper or MEDA listed in Article VIII of this Agreement. 2 MA745-27-670582.v5 EDA Packet Page Number 8 of 34 E1, Attachment 1 "Housing and Redevelopment Authorities Act" or "HRA Act" means Minnesota Statutes, sections 469.001 through 469.047, as amended. "HyVee" means HyVee, Inc., an Iowa corporation, which will construct the Minimum Improvements and be a tenant in same. "Infrastructure Improvements" means realigning the principal vehicular access point to the Redevelopment Property on White Bear Avenue approximately 80 feet to the south to align with an access point to the properties on the east side of White Bear Avenue, signalizing the new intersection, making any other improvements to White Bear Avenue required by the County and relocating the access points to the Redevelopment Property on Gervais Avenue, all of which are to be constructed by the Redeveloper as depicted on Exhibit C attached hereto. "Land Use Development Agreement" means an agreement between the Redeveloper and the City regarding the construction of the Infrastructure Improvements and other matters related to the land use and development approvals which have or will be granted by the City regarding the Minimum Improvements in the form reasonably acceptable to the Redeveloper and the City. "Maplewood Economic Development Authority" or "MEDA" has the meaning set forth in the preamble of this Agreement. "Maturity Date" means the date the Note has been paid in full or terminated, whichever is earlier. "Minimum Improvements" means rehabilitation of the former Rainbow grocery store located at the Redevelopment Property and reusing that space for a new grocery store to be occupied by HyVee and the construction of a new gas station and convenience store on the Redevelopment Property by HyVee. After completion of the Minimum Improvements, the term shall mean the Redevelopment Property as improved by the Minimum Improvements. The Minimum Improvements are generally depicted on Exhibit B attached hereto. "Note" means the taxable Tax Increment Revenue Note, in substantially the form attached hereto as Exhibit E, to be delivered by MEDA to the Redeveloper pursuant to Article III of this Agreement. "Qualifying Costs" means the cost of the Infrastructure Improvements and Site Improvements and other eligible expenditures, in an amount not to exceed $500,000, made by the Redeveloper related to completion of the Minimum Improvements which MEDA intends to partially reimburse through issuance of the Note. "Redeveloper" has the meaning set forth in the preamble of this Agreement. "Redevelopment Assistance" means the financial assistance to be offered by MEDA to the Redeveloper through issuance of the Note. MA745-27-670582.v5 EDA Packet Page Number 9 of 34 E1, Attachment 1 "Redevelopment Property" means the property at 2501 White Bear Avenue, generally located in the northwest quadrant of White Bear Avenue and Gervais Avenue and upon which the Minimum Improvements will be constructed commonly known as Mapleridge Shopping Center. The property is legally described in Exhibit A and depicted on Exhibit B attached hereto. "Sale" means any conveyance or transfer of fee simple title to the Minimum Improvements or the Redevelopment Property, as more fully defined in Article VII of this Agreement. "Site Improvements" means the repaving of the parking lot, installation or relocation of utilities and other improvements to the Redevelopment Property to be made by the Redeveloper in support of construction of the Minimum Improvements. "State" means the state of Minnesota. "Substantial Completion" or "Substantially Completed" means (i) completion of the Minimum Improvements to a degree allowing the issuance of a certificate of occupancy or temporary certificate of occupancy by the City's building official; and (ii) completion of the Infrastructure Improvements and Site Improvements other than any details of construction, the non -completion of which does not materially interfere with the use and operation of the Infrastructure Improvements and Site Improvements. "Tax Increment" means the tax increment, as that term is defined in Minnesota Statutes, section 469.174, subd. 25, which is paid to MEDA by the County with respect to the Redevelopment Property and the Minimum Improvements. "Tax Increment Financing Act" or "TIF Act" means Minnesota Statutes, sections 469.174 through 469.1799, as amended. "Tax Increment Financing District" or "TIF District" means MEDA's Tax Increment Financing District No. 1-14. "Tax Increment Financing Plan" or "TIF Plan" means the tax increment plan for Tax Increment Financing District No. 1-14 which was approved by MEDA and the City on August 10, 2020. "Tax Official" means the Assessor, County auditor, County or state board of equalization, the commissioners of revenue of the State, or any State or federal district court, the tax court of the State, or the State Supreme Court. "Termination Date" means the date Tax Increment Financing District No. 1-14 terminates, which is estimated to be after 25 years after the date of receipt of the first increment, or the date the Note has been paid through Available Tax Increment or terminated, whichever occurs first. "Unavoidable Delays" means delays which are the direct result of unanticipated adverse weather conditions; strikes or other labor troubles; pandemic, epidemic (including, without limitation, COVID-19); government mandated quarantine or travel bans; government mandated closures, declared state of emergency or public health emergency; fire or other casualty to the M MA745-27-670582.v5 EDA Packet Page Number 10 of 34 E1, Attachment 1 Minimum Improvements; litigation commenced by third parties which, by injunction or other similar judicial action, directly results in delays; or, except those of MEDA or the City reasonably contemplated by this Agreement, any acts or omissions of any federal, State or local governmental unit which directly result in delays in construction of the Minimum Improvements. Section 1.2. Exhibits. The following exhibits are attached to and by reference made a part of this Agreement: Exhibit A. Legal description of the Redevelopment Property Exhibit B. Depiction of the Redevelopment Property and Minimum Improvements Exhibit C. Depiction of the Infrastructure Improvements Exhibit D. Form of Certificate of Completion Exhibit E. Form of Note Exhibit F. Form of Investment Letter Section 1.3. Rules of Interpretation. (a) This Agreement shall be interpreted in accordance with and governed by the laws of Minnesota. (b) The words "herein" and "hereof' and words of similar import, without reference to any particular section or subdivision, refer to this Agreement as a whole rather than any particular section or subdivision hereof. (c) References herein to any particular section or subdivision hereof are to the section or subdivision of this Agreement as originally executed. (d) Any titles of the several parts, articles and sections of this Agreement are inserted for convenience and reference only and shall be disregarded in construing or interpreting any of its provisions. ARTICLE II Representations and Warranties Section 2.1. Representations by MEDA. MEDA makes the following representations as the basis for the undertaking on its part herein contained: (a) MEDA is an economic development authority duly organized and existing under the EDA Act and also having the powers of a housing and redevelopment authority under the HRA Act and of a city under the City Development Districts Act. MEDA has the authority to enter into this Agreement and carry out its obligations hereunder. (b) The individuals executing this Agreement and related agreements and documents on behalf of MEDA have the authority to do so and to bind MEDA by their actions. 5 MA745-27-670582.v5 EDA Packet Page Number 11 of 34 E1, Attachment 1 (c) TIF District No. 1-14 is a redevelopment tax increment financing district within the meaning of the TIF Act and was created, adopted and approved in accordance with the TIF Act and the Redevelopment Property is within TIF District No. 1-14. (d) There are no previous agreements to which MEDA is a party pertaining to the Redevelopment Property which would preclude the parties from entering into this Agreement or which would impede the fulfillment of the terms and conditions of this Agreement. (e) The activities of MEDA pursuant to this Agreement are undertaken pursuant to the Program and TIF Plan and are for the purpose of assisting the redevelopment of the Redevelopment Property. (f) MEDA will act in a timely manner to consider all approvals required under this Agreement and will cooperate with the Redeveloper in seeking consideration by the City of any additional approvals which must be granted by the City. Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper makes the following representations and warranties as the basis for the undertaking on its part herein contained: (a) The Redeveloper is a limited partnership validly existing under the laws of Delaware. The Redeveloper has the authority to enter into this Agreement and carry out its obligations hereunder. (b) The persons executing this Agreement and related agreements and documents on behalf of the Redeveloper have the authority to do so and to bind the Redeveloper by their actions. (c) The Redeveloper and HyVee have executed a lease (the "Lease") for the rehabilitation and occupancy of the Redevelopment Property as a grocery store for a term of 15 years unless sooner terminated pursuant to the terms of the Lease. (d) The Redeveloper has analyzed the economics of the cost of the Infrastructural Improvements and the Site Improvements and concluded that, absent the Redevelopment Assistance to be offered under this Agreement, it would not undertake this project. (e) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the fulfillment of or compliance with the terms and conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of, the terms, conditions or provisions of any limited liability company organizational documents or any evidence of indebtedness, agreement or instrument of whatever nature to which the Redeveloper is now a party or by which it is bound, or constitutes a default under any of the foregoing. (f) To the Redeveloper's knowledge, the Redeveloper is not ineligible under the Business Subsidy Act to receive the business subsidy provided in this Agreement. D MA745-27-670582.v5 EDA Packet Page Number 12 of 34 E1, Attachment 1 ARTICLE III Redevelopment Assistance Section 3.1. Issuance of Pay -As -You -Go Note. (a) In consideration of the Redeveloper constructing the Infrastructure Improvements and the Site Improvements and to finance the reimbursement of the Qualifying Costs, MEDA will issue and the Redeveloper will purchase the Note in the principal amount not to exceed $500,000 and in substantially the form set forth in Exhibit E attached hereto. The Note will bear simple, non -compounding interest at the rate of 5.0 percent per annum. MEDA and the Redeveloper agree that the consideration from the Redeveloper for the purchase of the Note will consist of the Redeveloper's payment of the Qualifying Costs, and other expenditures which are eligible for reimbursement with Tax Increment and which are incurred by the Redeveloper in at least the principal amount of the Note. MEDA will deliver the Note upon satisfaction by the Redeveloper of all the conditions precedent specified in section 3.2 of this Agreement. (b) The Redeveloper understands and acknowledges that MEDA makes no representations or warranties regarding the amount of Available Tax Increment, or that revenues pledged to the Note will be sufficient to pay the principal of and interest on the Note. Any estimates of Tax Increment prepared by MEDA or its financial advisors in connection with the TIF District or this Agreement are for the benefit of MEDA and are not intended as representations on which the Redeveloper may rely. Section 3.2. Conditions Precedent to Issuance of Note. Notwithstanding anything in this Agreement to the contrary, MEDA shall not be obligated to issue the Note until all of the following conditions precedent have been satisfied: (a) MEDA and the Redeveloper have executed this Agreement; (b) The Redeveloper and the City have entered into the Land Use Development Agreement; (c) HyVee has Substantially Completed the Minimum Improvements; (d) The Redeveloper has Substantially Completed the Infrastructure Improvements and the Site Improvements. (e) The Redeveloper has submitted evidence it has paid for the Qualifying Costs, it being agreed that paid receipts and lien waivers, in an aggregate amount at least equal to the principal amount of the Note are sufficient evidence; (f) MEDA has issued the Certificate of Completion; (g) The City has issued the Certificate of Occupancy; 7 MA745-27-670582.v5 EDA Packet Page Number 13 of 34 E1, Attachment 1 (h) The Redeveloper is not ineligible for receiving a business subsidy under the Business Subsidy Act; (i) The Redeveloper has submitted the Investment Letter; and 0) There has been no Event of Default on the part of the Redeveloper which is continuing or has not been cured. Section 3.3. Records. MEDA and its representatives will have the right at all reasonable times after reasonable notice to inspect, examine and copy invoices paid by Redeveloper and/or its general contractor relating to the Qualifying Costs for which the Redeveloper will be reimbursed under the Note. Section 3.4. Terms, Execution and Delivery of Note. (a) The Note will be issued as a single typewritten note numbered R-1. The Note will be issuable only in fully registered form. Principal of and interest on the Note will be payable by check or draft issued by the Registrar described herein. (b) Principal of and interest on the Note will be payable by mail to the owner of record thereof as of the close of business on the 15th day of the month preceding the Payment Date, whether or not the day is a business day. (c) MEDA hereby appoints MEDA's Executive Director to perform the functions of registrar, transfer agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of MEDA and the Registrar with respect thereto will be as follows: (i) The Registrar will keep at her office a bond register in which the Registrar will provide for the registration of ownership of the Note and the registration of transfers and exchanges of the Note. (ii) Upon surrender for transfer of the Note duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form reasonably satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, a new Note of a like aggregate principal amount and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note will not be transferred to any person other than an affiliate, or other related entity, of the Owner unless MEDA has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to MEDA, that the transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. The Registrar may close the books for registration of any transfer after the fifteenth day of the month preceding each Payment Date and until the Payment Date. MA745-27-670582.v5 EDA Packet Page Number 14 of 34 E1, Attachment 1 (iii) The Note surrendered upon any transfer will be promptly cancelled by the Registrar and thereafter disposed of as directed by MEDA. (iv) When the Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until she is satisfied that the endorsement on the Note or separate instrument of transfer is legally authorized. The Registrar will incur no liability for her refusal, in good faith, to make transfers which she, in her judgment, deems improper or unauthorized. (v) MEDA and the Registrar may treat the person in whose name the Note is at any time registered in the bond register as the absolute owner of the Note, whether the Note is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Note and for all other purposes, and all the payments so made to any registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability of MEDA upon the Note to the extent of the sum or sums so paid. (vi) For every transfer or exchange of the Note, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to the transfer or exchange. (vii) In case the Note becomes mutilated or be lost, stolen, or destroyed, the Registrar will deliver a new Note of like amount, maturity dates and tenor in exchange and substitution for and upon cancellation of the mutilated Note or in lieu of and in substitution for the Note lost, stolen, or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that the Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in which both MEDA and the Registrar will be named as obligees. The Note so surrendered to the Registrar will be cancelled by her and evidence of the cancellation will be given to MEDA. If the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in accordance with its terms, it will not be necessary to issue a new Note prior to payment. Section 3.5. Preparation and Delivery. The Note will be prepared under the direction of the Executive Director and will be executed on behalf of MEDA by the signatures of its President and Executive Director. In case any officer whose signature appears on the Note ceases to be the officer before the delivery of the Note, the signature will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. When the Note has been so executed, it will be delivered by MEDA to the Owner following the delivery of the necessary items delineated in Section 3.3 of this Agreement. E MA745-27-670582.v5 EDA Packet Page Number 15 of 34 E1, Attachment 1 Section 3.6. Security Provisions. (a) MEDA hereby pledges to the payment of the principal of and interest on the Note all Available Tax Increment as defined in the Note. Available Tax Increment will be applied to payment of the principal of and interest on the Note in accordance with the terms of the Note. (b) Until the date the Note is no longer outstanding and no principal thereof or interest thereon remains unpaid, MEDA will maintain a separate and special "Bond Fund" to be used for no purpose other than the payment of the principal of and interest on the Note. MEDA irrevocably agrees to appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax Increment remaining in the Bond Fund will be transferred to MEDA's account for the TIF District upon the payment of all principal and interest to be paid with respect to the Note. ARTICLE IV Construction of Minimum Improvements, Infrastructure Improvements and Site Improvements Section 4.1. Construction of Minimum Improvements. The Redeveloper agrees that it will cause HyVee to construct the Minimum Improvements on the Redevelopment Property. HyVee intends to invest a minimum of $5,361,476 in the rehabilitation of the former Rainbow grocery store. The Redeveloper must cause HyVee to construct the gas station and convenience store in accordance with all plans, specifications and approvals by the City. In addition to the requirements of this Agreement, construction of the Minimum Improvements will necessitate compliance with other reviews and approvals by the City and possibly other governmental agencies and, to the extent such approvals have not already been obtained. The Redeveloper agrees to cause HyVee to submit all applications for and pursue to their conclusion all other approvals needed prior to constructing the Minimum Improvements. The Redeveloper agrees to enter into the Land Use Development Agreement with the City regarding the Infrastructure Improvements. Section 4.2. Commencement and Completion of Construction. Subject to Unavoidable Delays, the Redeveloper shall cause HyVee to commence construction of the Minimum Improvements by no later than December 31, 2020 and to complete the Minimum Improvements by no later than December 31, 2021. Section 4.3. Certificate of Completion. After Substantial Completion of the Minimum Improvements in accordance with all terms of this Agreement and at the written request of the Redeveloper, MEDA will, within 20 days thereafter, furnish a Certificate of Completion in the form of Exhibit D attached hereto. Section 4.4. Reconstruction of Minimum Improvements. If the Minimum Improvements on the Redevelopment Property are damaged or destroyed before or after completion thereof and issuance of a Certificate of Completion, but before satisfaction of the obligation under the Business Subsidy Act to remain in business for five years after issuance of the Certificate of Completion, the Redeveloper agrees, for itself and its successors and assigns, to reconstruct or cause the reconstruction of the Minimum Improvements on the Redevelopment Property within two years 10 MA745-27-670582.v5 EDA Packet Page Number 16 of 34 E1, Attachment 1 of the date of the damage or destruction. The Minimum Improvements shall be reconstructed in accordance with the original construction plans, or such modifications thereto as may be agreed to by the City and MEDA. Section 4.5. Infrastructure Improvements and Site Improvements. The Redeveloper agrees to construct the Infrastructure Improvements and the Site Improvements in accordance with the plans depicted on Exhibit C attached hereto. The Infrastructure Improvements and the Site Improvements will be completed no later than December 31, 2021. ARTICLE V Business Subsidy Section 5.1. Compliance with Business Subsidy Provisions. The MEDA and the Redeveloper agree and represent to each other as follows: (a) The subsidy provided to the Redeveloper consists of reimbursement to the Redeveloper of $500,000 for the Infrastructure Improvements and Site Improvements. The total value of the business subsidy provided by MEDA to the Redeveloper is $500,000. (b) The public purposes of the subsidy are to promote redevelopment of the Redevelopment Property through construction of the Infrastructure Improvements and Site Improvements, increase net jobs in the City and the State, and increase the tax base of the City and the State. (c) The goals for the subsidy are to secure construction of the Infrastructure Improvements and Site Improvements in support of the Minimum Improvements; to maintain the Minimum Improvements for at least five years as described in clause (f) below; and to create the jobs and pay wage levels in accordance with sections 5.2(a) and (b). (d) If the goals described in clause (c) above are not met, the Redeveloper must make the payments to MEDA described in section 5.3. (e) The subsidy is needed because the cost of the Infrastructure Improvements and Site Improvements, and other needed improvements makes redevelopment of the Redevelopment Property with the Minimum Improvements financially infeasible without public assistance, all as determined by MEDA upon approval of the TIF Plan. (f) The Redeveloper must cause HyVee to occupy and operate the Minimum Improvements for at least five years after the date of issuance of the Certificate of Completion. (g) The Redeveloper does not have a parent entity. (h) The Redeveloper has not received, and does not expect to receive financial assistance from any other grantor as defined in the Business Subsidy Act in connection with construction of the Infrastructure Improvements or the Site Improvements. 11 MA745-27-670582.v5 EDA Packet Page Number 17 of 34 E1, Attachment 1 Section 5.2. Job and Wage Goals; Qualified Facility. (a) Within two years after the date of issuance of the Certificate of Completion (the "Compliance Date"), the Redeveloper shall cause HyVee to create at least 60 new full-time equivalent (FTE) jobs on the Redevelopment Property (excluding any jobs previously existing in the State as of the date of this Agreement and relocated to this site) and shall cause the wages for the 60 new FTE jobs to be no less than $10.50 per hour, exclusive of benefits. Notwithstanding anything to the contrary herein, if the wage and job goals described in this section 5.2(a) are met by the Compliance Date, those goals are deemed satisfied despite the Redeveloper's continuing obligations under Sections 5.1(f), 5.2(b) and 5.4. MEDA may, after a public hearing, extend the Compliance Date by up to one year, provided that nothing in this Section 5.2 will be construed to limit MEDA's legislative discretion regarding this matter. Section 5.3. Remedies. If the Redeveloper fails to meet the goals described in Section 5.1(c), the Redeveloper shall repay to MEDA upon written demand from MEDA a pro rata share of the business subsidy authorized under this Agreement, and interest on the subsidy at the implicit price deflator as defined in Minnesota Statutes, section 275.50, subd. 2, accrued from the date of issuance of the Certificate of Completion to the date of payment. The term pro rata share means percentages calculated as follows: (i) if the failure relates to the number of new jobs required under Section 5.2(a), the new jobs required less the new jobs created, divided by the new jobs required; (ii) if the failure relates to wage levels required under Sections 5.1(a) and (b), the number of jobs with a required wage level less the number of jobs that meet the required wage level, divided by the number of jobs with a required wage level; (iii) if the failure relates to maintenance of the Minimum Improvements in accordance with Section 5.1(f), 60 less the number of months of operation as the Minimum Improvements (where any month in which the Minimum Improvements are in operation for at least 15 days constitutes a month of operation), commencing on the date of the Certificate of Completion and ending with the date the Minimum Improvements cease operation as determined by MEDA, divided by 60; and (iv) if more than one of clauses (i) through (iii) apply, the sum of the applicable percentages, not to exceed 100%. Nothing in this Section 5.3 shall be construed to limit MEDA's remedies under Article VIII hereof. In addition to the remedy described in this Section 5.3 and any other remedy available to MEDA for failure to meet the goals stated in Section 5.1(c), the Redeveloper agrees and understands that it may not a receive a business subsidy from MEDA or any grantor as defined in the Business Subsidy Act for a period of five years from the date of the failure or until the Redeveloper satisfies its repayment obligation under this Section 5.3, whichever occurs first. Section 5.4. Reports. The Redeveloper must submit to MEDA a written report regarding business subsidy goals and results by no later than March 1 of each year, commencing March 1, 2021 and continuing until the later of (i) the date the goals stated Section 5.1(c) are met; (ii) 30 days after expiration of the five-year period described in Section 5.1(f); or (iii) if the goals are not met, the date 12 MA745-27-670582.v5 EDA Packet Page Number 18 of 34 E1, Attachment 1 the subsidy is repaid in accordance with Section 5.3. The report must comply with section 116J.994, subdivision 7 of the Business Subsidy Act. MEDA will provide information to the Redeveloper regarding the required forms. If the Redeveloper fails to timely file any report required under this Section 7.4, MEDA will mail the Redeveloper a warning within one week after the required filing date. If, after 14 days of the postmarked date of the warning, the Redeveloper fails to provide a report, the Redeveloper must pay to MEDA a penalty of $100 for each subsequent day until the report is filed. The maximum aggregate penalty payable under this Section 5.4 is $1,000. ARTICLE VI Payment of Taxes; Use of Tax Increment Section 6.1. Taxes. Unless HyVee pays taxes directly to the taxing authority pursuant to the terms of the Lease, the Redeveloper agrees to pay before delinquency directly to the taxing authority, all taxes, general and special assessments, and other public charges levied upon or assessed against the Redevelopment Property and any buildings, structures, fixtures, or improvements thereon which first become due during the term of this Agreement. The Redeveloper agrees not to initiate or participate in any tax appeal involving the Redevelopment Property prior to the Termination Date. Section 6.2. Right to Collect Delinquent Taxes. The Redeveloper acknowledges that at all times prior to the Termination Date, MEDA shall have the right on behalf of MEDA to sue the Redeveloper or its successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon and to pay over the same as a tax payment to the County auditor. In any such suit in which MEDA prevails, MEDA shall also be entitled to recover its reasonable out-of-pocket costs, expenses and attorney fees. Section 6.3. Use of Tax Increment. Except as provided for in this Agreement, MEDA shall be free to use any Tax Increment it receives from the County with respect to TIF District No. 1-14 for any purpose for which such increment may lawfully be used under the TIF Act and MEDA shall have no obligations to the Redeveloper with respect to the use of such Tax Increment. ARTICLE VII Restrictions on Sale of Minimum Improvements Section 7.1. Prohibition Against Sale of Minimum Improvements. The Redeveloper represents and agrees that its use of the Redevelopment Property and its other undertakings pursuant to the Agreement, are, and will be, used for the purpose of construction of the Minimum Improvements, the Infrastructure Improvements and the Site Improvements and not for speculation in land holding. The Redeveloper represents and agrees that, prior to the issuance of a Certificate of Completion regarding the Minimum Improvements, there shall be no Sale of the Redevelopment Property or the Minimum Improvements constructed thereon nor shall the Redeveloper suffer any such Sale to be made, without the prior written approval of MEDA, which approval shall not be unreasonably withheld, conditioned or delayed; provided however, notwithstanding the foregoing, the Redeveloper shall be entitled to lease and/or license portions of the Redevelopment Property, 13 MA745-27-670582.v5 EDA Packet Page Number 19 of 34 E1, Attachment 1 or sell outparcels located at the Redevelopment Property, to third parties without the prior written approval of MEDA. As a condition of approval of any such sale in cases where such approval is requried, MEDA shall require, at a minimum, that the proposed transferee shall have entered into an agreement whereby the transferee expressly assumes all of the Redeveloper's obligations under this Agreement. Any such agreement shall include MEDA as a party and otherwise be in form and substance reasonably acceptable to MEDA. ARTICLE VIII Events of Default Section 8.1. Events of Default Defined. Each and every one of the following shall be an Event of Default under this Agreement: (a) Failure of the Redeveloper to pay real estate taxes or special assessments on the Redevelopment Property or Minimum Improvements as they become due or to initiate or participate in any tax appeal involving the Redevelopment Property or the Minimum Improvements prior to the Termination Date; (b) Failure by the Redeveloper to commence and Substantially Complete construction of the Infrastructure Improvements and the Site Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement, including the timing thereof, unless such failure is caused by an Unavoidable Delay or waived by MEDA; (c) Failure by the Redeveloper to comply or compel compliance with the requirements of this Agreement regarding the business subsidy or with any provision of the Business Subsidy Act. (d) Failure by HyVee to commence and complete the Minimum Improvements pursuant to the terms, conditions and limitations of Article IV of this Agreement, including the timing thereof, unless such failure is caused by an Unavoidable Delay or is waived by MEDA. (e) Failure by HyVee to occupy and operate the Minimum Improvements until at least the Termination Date. (f) If the Redeveloper shall file a petition in bankruptcy, or shall make an assignment for the benefit of its creditors or shall consent to the appointment of a receiver and such petition is not vacated within sixty (60) days of filing; (g) Sale of the Redevelopment Property or the Minimum Improvements, or any portion thereof, by the Redeveloper in violation of Article VII of this Agreement; (h) Failure of the Redeveloper to enter into the Land Use Development Agreement with the City; or 14 MA745-27-670582.v5 EDA Packet Page Number 20 of 34 E1, Attachment 1 (i) Failure by either party to observe or perform any material covenant, condition, obligation or agreement on its part to be observed or performed under this Agreement, including but not limited to any action necessary for the establishment of the TIF District. Section 8.2. Remedies on Default. Whenever any Event of Default referred to in section 8.1 of this Agreement occurs, the non -defaulting party may take any one or more of the following actions after providing 30 days written notice to the defaulting party of the Event of Default, but only if the Event of Default has not been cured within said 30 days from the receipt of Notice or, if the Event of Default is by its nature incurable within 30 days, the defaulting party does not provide assurances to the non -defaulting party reasonably satisfactory to the non -defaulting party that the Event of Default will be cured and will be cured as soon as reasonably possible: (a) Suspend its performance under this Agreement until it receives assurances from the defaulting party, deemed adequate by the non -defaulting party, that the defaulting party will cure its default and continue its performance under this Agreement; (b) If the default occurs prior to completion of the Minimum Improvements, MEDA may withhold any undelivered Certificate of Completion until such default is cured; (c) If the default occurs after issuance of the Certificate of Completion, MEDA may suspend payments under the Note or terminate the Note; (d) Enforce the terms of this Agreement regarding the business subsidy and seek reimbursement of any amounts owed to MEDA as a result of such breach or default; and (e) Take whatever reasonable action, including legal or administrative action, which may appear necessary or desirable to the non -defaulting party to collect any payments due under this Agreement, including reimbursement of the Redevelopment Assistance previously granted, or to enforce performance and observance of any obligation, agreement, or covenant of the defaulting party under this Agreement. Section 8.3. No Remedy Exclusive. No remedy conferred herein or reserved to the parties is intended to be exclusive of any other available remedy or remedies, but each and every remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle MEDA or the Redeveloper to exercise any remedy reserved to it, it shall not be necessary to give notice, other than such notice as may be required in Article IX of this Agreement. Section 8.4. No Additional Waiver Implied by One Waiver. In the event any covenant or agreement contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited to the particular breach so waived and shall not be deemed to waive any other concurrent, previous or subsequent breach hereunder 15 MA745-27-670582.v5 EDA Packet Page Number 21 of 34 E1, Attachment 1 ARTICLE IX Additional Provisions Section 9.1. Conflict of Interests; Representatives Not Individually Liable. No member, official, or employee of MEDA shall have any personal financial interest, direct or indirect, in the Agreement, nor shall any such member, official, or employee participate in any decision relating to the Agreement which affects his or her personal financial interests or the interests of any corporation, partnership, or association in which he or she is, directly or indirectly, interested. No member, official, or employee of MEDA shall be personally liable to the Redeveloper, or any successor in interest, in the event of any default or breach or for any amount which may become due or on any obligations under the terms of this Agreement. Section 9.2. Restrictions of Use. The Redeveloper agrees that through the Termination Date it will use or allow the use of the Minimum Improvements only for such uses as permitted under the City's land use regulations. Section 9.3. Notices and Demands. Except as otherwise expressly provided in this Agreement, any notice, demand, or other communication under the Agreement or any related document by either party to the other shall be sufficiently given or delivered if it is dispatched by registered or certified United States mail, postage prepaid, return receipt requested, or delivered personally to: (a) in the case of the Redeveloper (b) in the case of MEDA: and with a copy to: SUSO 4 Mapleridge LP c/o Slate Asset Management L.P. 121 King Street West, Suite 200 Toronto, Ontario M51-1 3T9 Maplewood Economic Development Authority 1830 County Road B E Maplewood, Minnesota 55109-2702 Attn: Executive Director Kennedy & Graven, Chartered 470 U.S. Bank Plaza 200 South Sixth Street Minneapolis, MN 55402 Attn: Ronald H. Batty or at such other address with respect to either such party as that party may, from time to time, designate in writing and forward to the other as provided in this section 9.4. Section 9.4. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute one and the same instrument. 16 MA745-27-670582.v5 EDA Packet Page Number 22 of 34 E1, Attachment 1 Section 9.5. Disclaimer of Relationships. The Redeveloper acknowledges that nothing contained in this Agreement nor any act by MEDA or the Redeveloper shall be deemed or construed by the Redeveloper or by any third person to create any relationship of third -party beneficiary, principal and agent, limited or general partner, or joint venture between MEDA and the Redeveloper. Section 9.6. Amendment. This Agreement may be amended only by the written agreement of the parties. Section 9.7. Recording. MEDA intends to record this Agreement among the County land records and the Redeveloper agrees to pay for the cost of recording same. Section 9.8. Release and Indemnification Covenants. a) Except for any negligent act of the following named parties, the Redeveloper hereby releases from and covenants and agrees that MEDA, and its governing body members, officers, agents, servants, and employees (the "Indemnified Parties") shall not be liable for, and hereby agrees to indemnify and hold harmless the Indemnified Parties against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any defect in the Minimum Improvements, the Infrastructure Improvements or the Site Improvements. b) Except for any willful misrepresentation or any willful or wanton misconduct or negligence of the Indemnified Parties, the Redeveloper hereby agrees to protect and defend the Indemnified Parties, now or forever, and hereby further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the construction, installation, ownership, and operation of the Redevelopment Property, Minimum Improvements or Site Improvements. C) Except for any negligent act of the Indemnified Parties, the Indemnified Parties shall not be liable for any damage or injury to the persons or property of the Redeveloper or its partners, officers, agents, servants or employees or any other person who may be about the Redevelopment Property, Minimum Improvements or Site Improvements due to any act of negligence of any person. Section 9.9. Titles of Articles and Sections. Any titles of the several parts, articles, and sections of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any of its provisions. Section 9.10. Governing Law; Venue. This Agreement shall be construed in accordance with the laws of Minnesota. Any dispute arising from this Agreement shall be heard in the State or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof, whether based on convenience or otherwise. 17 MA745-27-670582.v5 EDA Packet Page Number 23 of 34 E1, Attachment 1 IN WITNESS WHEREOF, MEDA and the Redeveloper have caused this Agreement to be duly executed in their names and behalves on or as of the date first above written. MEDA: THE MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY By: William Knutson, President Melinda Coleman, Executive Director STATE OF MINNESOTA ) ss. COUNTY OF ) The foregoing instrument as acknowledged before me this day of , 2020, by William Knutson and Melinda Coleman, the President and Executive Director, respectively, of the Maplewood Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Economic Development Authority. 18 MA745-27-670582.v5 EDA Packet Page Number 24 of 34 Notary Public E1, Attachment 1 SUSO 4 MAPLERIDGE LP By: SUSO 4 Mapleridge GP LLC, its general partner By: Slate Retail Holding (No. 4) L.P., its manager By: Slate Retail Holding (No. 4) GP LLC, its general partner Paul F. Wells, Manager STATE OF ) ss. COUNTY OF ) The foregoing instrument was executed before me this day of , 2020, by Paul F. Wells, the Manager of Slate Retail Holding (No. 4) GP LLC, the General Partner of Slate Retail Holding (No. 4) L.P., the Manager of SUSO 4 Mapleridge GP LLC, the General Partner of SUSO 4 Mapleridge LP, a limited partnership under the laws of Delaware 19 MA745-27-670582.v5 Notary Public EDA Packet Page Number 25 of 34 E1, Attachment 1 EXHIBIT A TO REDEVELOPMENT AGREEMENT LEGAL DESCRIPTION OF REDEVELOPMENT PROPERTY [to be completed EDA Packet Page Number 26 of 34 EXHIBIT B TO REDEVELOPMENT AGREEMENT DEPICTION OF THE REDEVELOPMENT PROPERTY AND MINIMUM IMPROVEMENTS [to be completed] E1, Attachment 1 EDA Packet Page Number 27 of 34 E1, Attachment 1 EXHIBIT C TO REDEVELOPMENT AGREEMENT DEPICTION OF INFRASTRUCTURE IMPROVEMENTS [to be completed] EDA Packet Page Number 28 of 34 E1, Attachment 1 EXHIBIT D TO REDEVELOPMENT AGREEMENT FORM OF CERTIFICATE OF COMPLETION WHEREAS, the Maplewood Economic Development Authority, a public body corporate and politic under the laws of Minnesota ("MEDA"), and SUSO 4 Mapleridge LP, a limited partnership under the laws of (the "Redeveloper"), have entered into a certain Contract for Private Redevelopment (the "Agreement") dated the day of , 2020, and recorded in the office of the County Recorder in Ramsey County, Minnesota, as Document No. , which Agreement contained certain covenants and restrictions regarding completion of the Minimum Improvements, Infrastructure Improvements and Site Improvements, as defined in the Agreement; and WHEREAS, the Redeveloper has performed said covenants and conditions in a manner deemed sufficient by MEDA to permit the execution and recording of this certification. NOW, THEREFORE, this is to certify that all construction of the Minimum Improvements, Infrastructure Improvements and Site Improvements specified to be done and made by the Redeveloper or to be caused by the Redeveloper has been completed and the covenants and conditions in the Agreement have been performed by the Redeveloper, and the County Recorder in Ramsey County, Minnesota, is hereby authorized to accept for recording and to record the filing of this instrument, to be a conclusive determination of the satisfactory termination of the covenants and conditions relating to completion of the Minimum Improvements. Dated: STATE OF MINNESOTA ) ss. COUNTY OF ) MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY Melinda Coleman, Executive Director The foregoing instrument as acknowledged before me this day of , 20 , by Melinda Coleman, the executive director of the Maplewood Economic Development Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the Economic Development Authority. Notary Public EDA Packet Page Number 29 of 34 E1, Attachment 1 EXHIBIT E TO REDEVELOPMENT AGREEMENT FORM OF NOTE UNITED STATE OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY No. R-1 TAXABLE TAX INCREMENT REVENUE NOTE SERIES 2020-A Rate 5.0% $500,000 Date of Original Issue The Maplewood Economic Development Authority ("MEDA"), for value received, certifies that it is indebted and hereby promises to pay to SUSO 4 Mapleridge LP, or registered assigns (the "Owner"), the principal sum of $500,000 and to pay interest thereon at the rate of 5.0 percent per annum, as and to the extent set forth herein. Interest shall be calculated on the basis of simple, non -compounding interest. 1. Pam. Principal and interest ("Payments") will be paid on August 1, 2022, and each February 1 and August 1 thereafter to and including February 1, 2047 or until the Note is paid in full, whichever occurs first, ("Payment Dates"), in the amounts and from the sources set forth in Section 3 herein. Payments will be applied first to accrued interest, and then to unpaid principal. Payments are payable by mail to the address of the Owner or any other address as the Owner may designate upon 30 days written notice to MEDA. Payments on this Note are payable in any coin or currency of the United States of America which, on the Payment Date, is legal tender for the payment of public and private debts. 2. Interest. Interest at the rate stated herein will accrue on the unpaid principal, commencing on the date of original issue. Interest will be computed on the basis of a year of 360 days and charged for actual days principal is unpaid. 3. Available Tax Increment. Payments on this Note are payable on each Payment Date in the amount of and solely payable from "Available Tax Increment," which will mean, on each Payment Date, 90 percent of the Tax Increment attributable to the Redevelopment Property EDA Packet Page Number 30 of 34 E1, Attachment 1 (defined in the Agreement) and paid to MEDA by Ramsey County in the six months preceding the Payment Date, all as the terms are defined in the Contract for Private Development between MEDA and Owner dated as of , 2020 (the "Agreement"). Available Tax Increment will not include any Tax Increment if, as of any Payment Date, there is an uncured Event of Default by the Owner under the Agreement. MEDA will have no obligation to pay principal of and interest on this Note on each Payment Date from any source other than Available Tax Increment, and the failure of MEDA to pay the entire amount of principal or interest on this Note on any Payment Date will not constitute a default hereunder as long as MEDA pays principal and interest hereon to the extent of Available Tax Increment. MEDA will have no obligation to pay unpaid balance of principal or accrued interest that may remain after the final Payment on February 1, 2047. 4. Optional Prepayment. The principal sum and all accrued interest payable under this Note is prepayable in whole or in part at any time by MEDA without premium or penalty. No partial prepayment will affect the amount or timing of any other regular payment otherwise required to be made under this Note. 5. Termination. At MEDA's option, this Note will terminate and MEDA's obligation to make any payments under this Note will be discharged upon the occurrence and continuation of an Event of Default on the part of the Redeveloper as defined in Section 8.1 of the Agreement, but only if the Event of Default has not been cured in accordance with Section 8.2 of the Agreement. 6. Nature of Obligation. This Note is a single note in the total principal amount of $500,000 issued to aid in financing certain public redevelopment costs of Tax Increment Financing District No 1-14 undertaken by MEDA, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.179, as amended. This Note is a limited obligation of MEDA which is payable solely from Available Tax Increment pledged to the payment hereof. This Note and the interest hereon will not be deemed to constitute a general obligation of the State of Minnesota or any political subdivision thereof, including, without limitation, MEDA or the city of Maplewood. Neither the State of Minnesota, nor any political subdivision thereof will be obligated to pay the principal of or interest on this Note or other costs incident hereto except out of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or interest on this Note or other costs incident hereto. 7. Estimated Tax Increment Pam. Any estimates of Tax Increment prepared by MEDA or its financial advisors in connection with the TIF District or the Agreement are for the benefit of the MEDA, and are not intended as representations on which the Owner may rely. MEDA MAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON THIS NOTE. EDA Packet Page Number 31 of 34 E1, Attachment 1 8. Registration and Transfer. This Note is issuable only as a fully registered note without coupons. Subject to certain limitations set forth therein, this Note is transferable upon the books of the MEDA kept for that purpose at the principal office of the Executive Director of MEDA as Registrar, by the Owner hereof in person or by the Owner's attorney duly authorized in writing, upon surrender of this Note together with a written instrument of transfer satisfactory to MEDA, duly executed by the Owner. Upon the transfer or exchange and the payment by the Owner of any tax, fee, or governmental charge required to be paid by MEDA with respect to the transfer or exchange, there will be issued in the name of the transferee a new Note of the same aggregate principal amount, bearing interest at the same rate and maturing on the same dates. This Note will not be transferred to any person other than an affiliate, or other related entity, of the Owner unless MEDA has been provided with an investment letter in a form substantially similar to the investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to MEDA, that the transfer is exempt from registration and prospectus delivery requirements of federal and applicable state securities laws. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be performed in order to make this Note a valid and binding limited obligation of MEDA according to its terms, have been done, do exist, have happened, and have been performed in due form, time and manner as so required. IN WITNESS WHEREOF, the board of commissioners of the Maplewood Economic Development Authority, has caused this Note to be executed with the manual signatures of its President and Executive Director, all as of the Date of Original Issue specified above. MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY President Executive Director REGISTRATION PROVISIONS The ownership of the unpaid balance of the within Note is registered in the bond register of the Executive Director of MEDA, in the name of the person last listed below. Date of Registration Registered Owner Signature of MEDA Executive Director SUSO 4 Mapleridge L.P. Federal Tax Id 4 EDA Packet Page Number 32 of 34 E1, Attachment 1 EXHIBIT F TO REDEVELOPMENT AGREEMENT FORM OF INVESTMENT LETTER To the Maplewood Economic Development Authority ("MEDA") Attention: Executive Director Dated: 20 Re: $500,000 Tax Increment Revenue Note (Mapleridge Redevelopment Project) The undersigned, as Purchaser of $500,000 in principal amount of the above -captioned Tax Increment Revenue Note (Mapleridge Redevelopment Project) (the "Note"), hereby represents to you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota, as legal counsel to MEDA, as follows: 1. We understand and acknowledge that the Note is delivered to the Purchaser on this date pursuant to the Contract for Private Development by and between MEDA and the Purchaser dated , 2020 (the "Agreement"). 2. The Note is payable as to principal and interest solely from Available Tax Increment pledged to the Note, as defined therein. 3. We have sufficient knowledge and experience in financial and business matters, including purchase and ownership of municipal obligations, to be able to evaluate the risks and merits of the investment represented by the purchase of the above -stated principal amount of the Note. 4. We acknowledge that no offering statement, prospectus, offering circular or other comprehensive offering document or disclosure containing material information with respect to MEDA and the Note has been issued or prepared by MEDA, and that, in due diligence, we have made our own inquiry and analysis with respect to MEDA, the Note and the security therefor, and other material factors affecting the security and payment of the Note. 5. We acknowledge that we have either been supplied with or have access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and we have had the opportunity to ask questions and receive answers from knowledgeable individuals concerning MEDA, the Note and the security therefor, and that as reasonable investors we have been able to make our decision to purchase the above -stated principal amount of the Note. EDA Packet Page Number 33 of 34 E1, Attachment 1 6. We have been informed that the Note (i) is not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, or under federal securities laws or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will carry no rating from any rating service. 7. We acknowledge that MEDA and Kennedy & Graven, Chartered, as legal counsel to MEDA, have not made any representations or warranties as to the status of interest on the Note for the purpose of federal or state income taxation. 8. We represent to you that we are purchasing the Note for our own account and not for resale or other distribution thereof, except to the extent otherwise provided in the Note or as otherwise approved in writing by MEDA. 9. All capitalized terms used herein have the meaning provided in the Agreement unless the context clearly requires otherwise. 10. The Purchaser's federal tax identification number is 11. We acknowledge receipt of the Note on the date hereof. IN WITNESS WHEREOF, the undersigned has executed this Investment Letter as of the date and year first written above. SUSO 4 MAPLERIDGE LP EDA Packet Page Number 34 of 34