HomeMy WebLinkAbout2021-10-25 EDA Special Meeting Packet
SPECIAL MEETING AGENDA
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
6:30P.M. Monday,October 25, 2021
City Hall, Council Chambers
A.CALL TO ORDER
B.ROLL CALL
C.APPROVAL OF AGENDA
D.APPROVALOF MINUTES
1.September 13, 2021 Economic Development AuthorityMeeting Minutes
E.PUBLIC HEARING
None
F.UNFINISHED BUSINESS
None
G.NEW BUSINESS
1.Tax Increment Financing District No. 1-15
a.Resolution Adopting a Tax Increment Financing Plan
b.Contract for Private Development
c.Resolution Authorizing Interfund Loan
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 theMeetings -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.
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MEETINGMINUTES
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
6:15P.M. Monday, September 13, 2021
City Hall, Council Chambers
A.CALL TO ORDER
A meeting of the Maplewood Economic DevelopmentAuthority (EDA),was held in the
City Hall Council Chambersand was called to order at 6:31 p.m. by President Knutson.
B.ROLL CALL
William Knutson, PresidentPresent
Marylee Abrams,CommissionerPresent
Rebecca Cave,CommissionerPresent
Kathleen Juenemann, CommissionerPresent
Nikki Villavicencio,CommissionerPresent
C.APPROVAL OF AGENDA
CommissionerAbramsmoved to approve the agendaas submitted.
Seconded by CommissionerCaveAyes – All
The motion passed.
D.APPROVAL OF MINUTES
1.April 26, 2021 Economic Development Authority Special Meeting Minutes
CommissionerAbramsmoved to approve the April 26, 2021Economic Development
AuthoritySpecial Meeting Minutes assubmitted.
Seconded by CommissionerJuenemannAyes – All
The motion passed.
2.July 26, 2021 Economic Development Authority/Housing and Economic
Development Commission JointSpecialMeeting Minutes
CommissionerAbramsmoved to approve the July 26, 2021 Economic Development
Authority/Housing and Economic Development Commission Joint Special Meeting
Minutes assubmitted.
Seconded by CommissionerCaveAyes – All
The motion passed.
E.PUBLIC HEARING
None
September 13, 2021
Maplewood Economic Development Authority
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F.UNFINISHED BUSINESS
None
G.NEW BUSINESS
1.Grant Agreement with YMCA
Executive Director Coleman gave the staff report.
CommissionerAbramsmoved to approve the grant agreement with the YMCA.
Seconded by CommissionerJuenemannAyes – All
The motion passed.
2.Resolution Providing Approval of the 2022 Preliminary EDA Budget
Finance Director Paulseth gave the staff report.Assistant Executive Director Thomson
and Finance Director Paulseth answered questions of the council.
CommissionerAbramsmoved to adopt the resolution providing approval of the 2022
Preliminary EDA Budget in the amount of $100,000, with a fundingrequest of $100,000
from the City Council.
Resolution 21-09-0006
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION RECOMMENDING APPROVAL OF THE 2022
PRELIMINARY EDA BUDGET
WHEREAS, State law requires the City of Maplewood to certify its preliminary
property tax levy to the County Auditor by September 30th 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
Development Authority (EDA) approves the 2022 Preliminary EDA Budget, in the amount
of$100,000, and recommends a request to the Maplewood City Council for funding in the
amount of $100,000 for fiscal year 2022.
Seconded by CommissionerJuenemannAyes – All
The motion passed.
3.Single-Family Housing Rehabilitation Program
Assistant Executive Director Thomson provided anupdate onthe program’s progressand
partnership with the University of Minnesota.
September 13, 2021
Maplewood Economic Development Authority
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No Action Required.
4.Resolution Approving Maplewood Mall Security Cameras Grant
Finance Director Paulseth gave the staff report.
CommissionerAbramsmoved to adopt the resolution Approving Maplewood Mall
Security Cameras Grant.
Resolution 21-09-0007
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION APPROVING MAPLEWOOD MALL SECURITY CAMERAS GRANT
WHEREAS, the Maplewood City Council, on September 13, 2021, allocated
$40,000 in American Rescue Plan Act (ARPA) funding to the Maplewood EDA to provide
aid to industries impacted by COVID-19 (Grant Funds) in Maplewood; and
WHEREAS, the Maplewood Economic Development Authority (EDA) proposes to
provide a grant using Grant Funds to Washington Prime d/b/a Maplewood Mall
(Maplewood Mall) for the purpose of addressing the negative economic impacts of the
COVID-19 pandemic, including the decrease in customer traffic and increase in crime
dueto COVID-19; and
WHEREAS, ARPA Grant Funds may be used to provide aid to impacted
industries including specifically tourism, travel, and hospitality, as well as industries
impacted to a similar extent as tourism, travel, and hospitality industries; and
WHEREAS, the tourism, travel, and hospitality industry has experienced an
approximately 24% decline in revenue and approximately 17% decline in employment
nationwide due to the COVID-19 public health emergency. The Maplewood Mall was
closed for a portion of the COVID-19 public health emergency, and since reopening has
experienced below average customer traffic from a low of -60% to current levels of
approximately -20%; and
WHEREAS, the Maplewood Mall’s customer traffic has declined in years prior to
the COVID-19 public health emergency, the declines were exacerbated by the COVID-19
public health emergency; and
WHEREAS, the Maplewood Mall experienced an increase in crime during the
COVID-19 pandemic. The Police Department recorded an increase in violent crime at
the mall, including gunshots, robberies, and assaults. The Maplewood Mall also
continued to have issues with theft and trespassing during the COVID-19 pandemic. The
Maplewood Mall also experienced an increase in instances of juvenile disorderly conduct
and physical fights, general crime, and quality of life issues, especially in the area
surrounding the Metropolitan Transit bus terminal; and
WHEREAS, the increase in crime was a contributing factor to the Maplewood Mall
adjusting its operating hours to ensure a safe shopping environment; and
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Maplewood Economic Development Authority
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WHEREAS, the Maplewood Mall plays a significant part in the health and vitality
of Maplewood’s economy; and
WHEREAS, the increase in crime impacts both the customer traffic at the
Maplewood Mall, as well as the safety and viability of the tenant businesses within the
Mall. Providing a grant to the Maplewood Mall for the purchase of security cameras
supports the Mall as a whole, including the Mall’s tenant businesses; and
WHEREAS, the Maplewood Police Department and Maplewood Mall worked
collaboratively to develop the proposed use of Grant Funds as an effective and efficient
way to address the increase in crime experienced by the Maplewood Mall due to the
COVID-19 public health emergency; and
WHEREAS, to ensure that the Maplewood Mall can attract customers back to the
Mall and maintain its current tenants and fill vacancies, the EDA has determined that
providing funds to the Maplewood Mall to install security cameras will assist the
Maplewood Mall in addressing the rise in crime due to the COVID-19 public health
emergency and will assist in mitigating the negative economic impacts at the Maplewood
Mall.
THEREFORE, BE IT RESOLVED that the Maplewood EDA hereby grants
$40,000 for security cameras at the MaplewoodMall, in accordance with federal and
state guidelines for expending the Funds.
BE IT FURTHER RESOLVED that the Maplewood EDA may require Maplewood
Mall to comply with sub recipientgrant reporting requirements
Seconded by CommissionerCaveAyes – All
The motion passed.
5.Call for a Special Meeting on October 25, 2021
Assistant Executive Director Thomson gave the staff report.
CommissionerAbramsmoved to call a special EDA meeting on October 25, 2021.
Seconded by CommissionerCaveAyes – All
The motion passed.
H.ADJOURNMENT
President Knutsonadjourned the meeting at6:52p.m.
September 13, 2021
Maplewood Economic Development Authority
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MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITYSTAFF REPORT
Meeting Date October 25, 2021
REPORT TO:
Melinda Coleman, Executive Director
REPORT FROM: Jeff Thomson, Assistant Executive Director
PRESENTER:
Jeff Thomson, Assistant Executive Director
AGENDA ITEM: Tax Increment Financing District No. 1-15
a.Resolution Adopting a Tax Increment Financing Plan
b. Contract for Private Development
c. Resolution Authorizing Interfund Loan
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 developer of the former fire station at 2501 Londin La East. The application
requests TIF assistance for the construction of 60 affordable housing units that would be
constructed as part of the project.
Recommended Action:
a. Motion to approve the resolution adopting a Tax Increment Financing Plan for Tax
Increment Financing District No. 1-15.
b. Motion to approve the Contract for Private Development with REE Maplewood Apartments,
LLC.
c. Motion to approve the resolution authorizing an Interfund Loan for Advance of Certain Costs
in Connection with Tax Increment Financing District No. 1-15.
Fiscal Impact:
Is There a Fiscal Impact? No Yes, the true or estimated cost is $2,237,754.
Financing source(s): Adopted Budget Budget Modification New Revenue Source
Use of Reserves Other: Under the terms of the development
agreement, the EDA would issue a tax increment revenue note to the developer in the amount of
$2,237,754 to reimburse the property owner for site acquisition and site improvements associated
with the construction of 60 affordable housing units. The note would be paid from tax increment
generated by the private improvements being constructed by the developer. The maximum term of
the note is 10 years.
Strategic Plan Relevance:
Financial Sustainability Integrated Communication Targeted Redevelopment
Operational Effectiveness Community Inclusiveness Infrastructure & Asset Mgmt.
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The proposal is consistent with the city’s strategic plan. The city is selling the property for fair
market value which ensures the city is a good steward of its capital assets. The proceeds from the
sale will be dedicated to the Fire Station Fund for construction of the new north fire station. In
addition, the redevelopment project proposed by the buyer – 148 units of housing – is consistent
with the city’s 2040 comprehensive plan policies related to land use and housing. Lastly, the
construction of new affordable housing units is consistent with the city’s housing goals.
Background
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 city as a result of the development. For this application, the debt
would be a note issued to the developer for costs associated with the redevelopment project and
construction of affordable housing units. The goal of the proposed TIF district is to provide new
affordable housing units in the community.
Solicitation of Offers
The city has been actively marketing the former fire station property for sale since it was no longer
needed for city operations. In March 2021, the city issued a Solicitation of Offers. The solicitation
included the following ranked evaluation criteria:
1. Consistency with the city’s 2040 Comprehensive Plan.
2. Ability of the developer to perform as demonstrated by outcomes of similar projects, financial
feasibility, quality of the proposal, and evidence of the team’s abilities.
3. Purchase price
4. Closing date
5. Providing affordable housing that meets the greatest level of affordability that is financially
feasible.
6. Proposed amount and length of any Tax Increment Financing.
Purchase Agreement
After review and consideration of the offers received, the city council selected the offer from Real
Estate Equities based on the purchase price, proposed project, the number and type of affordable
housing units that would be constructed, and the amount of TIF being requested.
The city council approved a purchase agreement with the following terms:
Sale price of $1,750,000
120-day due diligence period
$25,000 in earnest money from the developer to secure commitments in the purchase
agreement. The earnest money would be refundable if the developer walks away from the
deal based on their review of the property during the 120-day due diligence period.
There is no extension to the 120-day due diligence period.
Closing date no later than December 31, 2021.
Allows one 90-day extension to the closing date at the discretion of the developer.
Exercising the extension requires an additional $25,000 in earnest money, which would not
be refundable.
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Proposed Development
The developer, REE Maplewood Apartments, LLC, is proposing to construct a 148-unit multi-family
housing building on the property. The proposed building would be three stories in height over an
enclosed below-grade parking garage. The proposed project includes 60 units for households
making 60% of the area median income (AMI), including 25 one-bedroom units, 20 two-bedroom
units, and 15 three-bedroom units. An additional 52 units would be provided for households making
80% of AMI. The remaining 36 units would be market rate and not be income restricted. The 60
units at 60% AMI meet the requirements for establishing a TIF housing district.
TIF District and TIF Plan
The first resolution before the EDA would create a new housing TIF district by adopting a tax
increment financing plan. This plan outlines the district boundaries, objectives and policies, and the
maximum budget for the district. The TIF plan itself does not grant any specific TIF assistance or
city financial obligations to support development within the district. The specific terms of the TIF
assistance are provided in the development agreement between the EDA and the developer.
Development Agreement
The developer has submitted a TIF application to support the construction of 60 affordable housing
units at 60% of the area median income. The proposed agreement includes the following terms:
The EDA will issue a pay as you go note in the principal amount of $2,237,754.
The note is issued for reimbursement of qualifying costs, which include site acquisition,
public infrastructure, site preparation and site improvements, not to exceed the amount of
the note.
The EDA would pledge the tax increment generated from the project for payment of the
principal and any accrued interest.
The city would pay the developer the increment and interest as received and no more.
The term of the note is a maximum of 10 years.
The developer will pay a park fee in the amount of $292,448.
The agreement includes a restrictive covenant that would be filed in the chain of title that at
least 60 of the units must be occupied by tenants that have an income that does not exceed
60% of the area median income. The restrictive covenant would be in place for the duration
of the TIF note.
Interfund Loan Resolution
The EDA also needs to approve an interfund loan from the EDA’s general fund to pay the upfront
costs of establishing and administering the TIF district and agreement. The interfund loan will be
paid back by reimbursements from the property owner or from the 10% of the tax increment set
aside to pay for administrative expenses.
Attachments
1. Resolution Adopting a Tax Increment Financing Plan
2. Contract for Private Development
3. Resolution Authorizing Interfund Loan
4. Modification to the Development Program and Tax Increment Financing Plan
EDA Special Meeting Packet Page Number 7 of 85
G1, Attachment 1
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
SOLUTION NO. __________
RE
A RESOLUTION ADOPTING A TAX INCREMENT
FINANCING PLAN FOR TAX INCREMENT FINANCING
DISTRICT NO. 1-15
IT RESOLVED by the Maplewood Economic Development Authority as follows:
BE
Section 1. Recitals.
he Maplewood Economic Development Authority (“MEDA”) has been
1.01. T
established by the city of Maplewood (the “City”) to promote development and redevelopment
within Maplewood.
1.02. Under the terms of the modified enabling resolution adopted by the City on July 22,
2019, MEDA has all the powers and authority of an economic development authority under
Minnesota Statutes, sections 469.090 through 469.1081 (the “EDA Act”), a housing and
redevelopment authority under Minnesota Statutes, sections 469.001 through 469.047 (the “HRA
Act”) and of a city under Minnesota Statutes, sections 469.124 through 469.134 (the “City
Development Districts Act”).
1.03. MEDA’s goals include recognizing the practical impediments to development and
redevelopment in areas of the community which are fully developed and offering public assistance
for projects which advance its goals.
1.04. In order to promote development and redevelopment of the community, the City
previously established Development District No. 1 (the “Development District”) and adopted a
Development District Program (the “Development Program”) for same.
1.05. In response to a proposal to redevelop the site of a former fire station for a
multifamily housing project, MEDA authorized the preparation of a tax increment financing plan
(the “TIF Plan”) for Tax Increment Financing District No. 1-15 (the “TIF District”), which is
contained in a document entitled “Modification to the Development Program for Development
District No. 1 and Tax Increment Financing (TIF) Plan, Establishment ofTax Increment Financing
District No. 1-15 (a housing district)”, dated October 25, 2021 and on file with MEDA.
Section 2. Authority Approval.
2.01. Copies of the modified Development Program and the TIF Plan were transmitted
to the board of Independent School District No. 622 and the board of commissioners of Ramsey
County for review and comment and said bodies were notified of the public hearing to be held on
the modified Development Program and TIF Plan by the City on October 25, 2021.
2.02. MEDA finds that its objectives of encouraging development and redevelopment
within the designated area of Maplewood will be advanced by adoption of the modified
Development Program and the TIF Plan.
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G1, Attachment 1
2.03. MEDA also finds that the modified Development Program and the TIF Plan are
consistent with the City’s comprehensive planand general plans for development of the
community.
2.04. The TIF Plan is hereby adopted.
Section 3. Further Proceedings.
3.01. MEDA requests that the City hold a public hearing on the modified Development
Program and the TIF Plan pursuant to Minnesota Statutes, section 469.175 and recommends that
the modified Development Program and TIF Plan be approved by the City.
3.02. Upon approval of the modified Development Program and the TIF Plan by the City,
MEDA’s executive director is authorized and directed to request that the original tax capacity of
the parcel included in TIF District No. 1-15 be certified to MEDA by Ramsey County.
Dated: October 25, 2021
______________________________
William Knutson, President
ATTEST:
_____________________________
Melinda Coleman, Executive Director
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G1, Attachment 2
EXECUTION COPY
CONTRACT
FOR
PRIVATE DEVELOPMENT
By and Between
THE MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
and
REE MAPLEWOOD APARTMENTS LLC
This document drafted by:
KENNEDY & GRAVEN, CHARTERED (RHB)
150 South Fifth Street
Suite 700
Minneapolis, MN 55402
(612)337-9300
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G1, Attachment 2
TABLE OF CONTENTS
PAGE
PREAMBLE ....................................................................................................................................1
ARTICLE I
Definitions
Section 1.1. Definitions................................................................................................................2
Section 1.2. Exhibits ...................................................................................................................5
Section 1.3. Rules of Interpretation ............................................................................................5
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the EDA ....................................................................................5
Section 2.2. Representations and Warranties by the Developer ..................................................6
ARTICLE III
Acquisition of Development Property; Public Assistance
Section 3.1. Acquisition of Development Property .....................................................................7
Section 3.2. Issuance of Pay-As-You-Go Note ...........................................................................7
Section 3.3. Conditions Precedent to Issuance of the Note .........................................................8
Section 3.4. Records ....................................................................................................................9
Section 3.5. No Business Subsidy................................................................................................9
ARTICLE IV
Construction of Minimum Improvements
Section 4.1. Construction of Minimum Improvements ...............................................................9
Section 4.2. Preliminary Plans and Construction Plans ...............................................................9
Section 4.3. Commencement and Completion of Construction .................................................10
Section 4.4. Certificate of Completion; Annual Rental License ................................................10
Section 4.5. Declaration Regarding Income Restrictions; Qualification of the TIF District .....11
ARTICLE V
Insurance
Section 5.1. Insurance ................................................................................................................12
Section 5.2. Evidence of Insurance ...........................................................................................12
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ARTICLE VI
Payment of Taxes; Use of Tax Increment
Section 6.1. Taxes ......................................................................................................................13
Section 6.2. Right to Collect Delinquent Taxes and SpecialAssessments ................................13
Section 6.3. Housing District; Use of Tax Increment ................................................................13
ARTICLE VII
Restrictions on Sale of Minimum Improvements; Termination of Agreement
Section 7.1. Prohibition Against Sale of Minimum Improvements ...........................................14
Section 7.2. Termination of Agreement .....................................................................................15
ARTICLE VIII
Events of Default
Section 8.1. Events of Default Defined .....................................................................................15
Section 8.2. Remedies on Default ..............................................................................................16
Section 8.3. Remedies after Certificate of Completion .............................................................16
Section 8.4. No Remedy Exclusive............................................................................................17
Section 8.5. No Additional Waiver Implied by One Waiver .....................................................17
ARTICLE IX
Additional Provisions
Section 9.1. Conflict of Interests; Representatives Not Individually Liable .............................17
Section 9.2. Equal Employment Opportunity ............................................................................17
Section 9.3. Restrictions on Use ................................................................................................17
Section 9.4. Notices and Demands ............................................................................................17
Section 9.5. Counterparts ...........................................................................................................18
Section 9.6. Disclaimer of Relationships ...................................................................................18
Section 9.7. Amendment ............................................................................................................18
Section 9.8. Recording; Agreement Runs with the Land ...........................................................18
Section 9.9. Release and Indemnification Covenants ................................................................18
Section 9.10. Titles of Articles and Sections ...............................................................................19
Section 9.11. Governing Law; Venue ..........................................................................................19
Section 9.12. Fees and Charges ...................................................................................................19
TESTIMONIUM............................................................................................................................20
SIGNATURES ......................................................................................................................... 20-21
EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY
EXHIBIT BLIST OF PRELIMINARY PLANS
EXHIBIT CFORM OF CERTIFICATE OF COMPLETION
EXHIBIT D FORM OF AUTHORIZING RESOLUTION WITH NOTE
EXHIBIT E FORM OF INVESTMENT LETTER
EXHIBIT F FORM OF DECLARATION OF RESTRICTIVE COVENANTS
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CONTRACT FOR PRIVATE DEVELOPMENT
This Contract for Private Development (the “Agreement”) is made this _____ day of
_____________, 2021, 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 East, Maplewood, Minnesota 55109 (the “Maplewood Economic Development
Authority” or the “EDA”), and REE Maplewood Apartments LLC, a Minnesota limited liability
company, having its principal office at 579 Selby Avenue, St. Paul, Minnesota 55102 (the
“Developer”).
WITNESSETH:
WHEREAS, the EDA has established Development District No. 1 and adopted a
Development Program to encourage development and redevelopment in the Development District;
and
WHEREAS, the EDA finds that it is in the public interest, helpful for the tax base and
beneficial for the health, safety and welfare of Maplewood as a whole to promote affordable multi-
family housing in the community in locations where it is compatible with surrounding land uses;
and
WHEREAS, the EDA finds that, due to market conditions which exist today and are likely
to persist for the foreseeable future, the private sector alone is not able to accomplish construction
of affordable multi-family housing and, therefore, such will not occur without public intervention;
and
WHEREAS, in order to foster the development described above, the EDA also intends to
establish Tax Increment Financing District No. 1-15, a housing district, within the Development
District and adopt a tax increment financing plan related thereto, all pursuant to Minnesota
Statutes, sections 469.174 through 469.1799; and
WHEREAS, the Developer has proposed to develop the property located at 2501 Londin
Lane E., and defined in this Agreement as the Development Property, through construction of a
148-unit mixed income workforce housing project, as more fully described herein; and
WHEREAS, the EDA believes the Developer’s proposal 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 the
Development District and Tax Increment Financing District No. 1-15 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:
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ARTICLE I
Definitions
Section 1.1. Definitions. In this Agreement the following terms shall have the meanings
given below unless a different meaning clearly appears from the context:
“Administrative Costs” means the administrative expenses incurred by the EDA regarding
the TIF District 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 Ramsey County assessor.
“Authorizing Resolution” means the resolution, in substantially the form attached hereto
as Exhibit D, which authorizes the issuance of the Note by the EDA Executive Director upon
satisfaction of the conditions precedent specified in Section 3.3 of this Agreement.
“Available Tax Increment” means 90 percent of the Tax Increment paid to the EDA by the
County with respect to the Development Property and the Minimum Improvements.
“Certificate of Completion” means the certificate, in substantially the form attached hereto
as Exhibit C, which will be provided to the Developer pursuant to Article IV of this Agreement.
“City” means the city of Maplewood, a municipal corporation under the laws of Minnesota.
“City Approvals” means, collectively, the zoning amendment and any other land use
approvals required by the City prior to the Developer being authorized to construct the Minimum
Improvements.
“City Development Districts Act” means Minnesota Statutes, sections 469.124 through
469.133, as amended.
“Construction Plans” means the final plans for construction of the Minimum Improvements
which shall be submitted by the Developer pursuant to section 4.2 of this Agreement.
“County” means Ramsey County, Minnesota.
“Declaration” means the Declaration of Restrictive Covenants substantially in the form
attached hereto as Exhibit F.
“Developer” means REE Maplewood Apartments LLC, a Minnesota limited liability
company.
“Development District” means the Development District No. 1.
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“Development Program” means the Development Program for the Development District
No. 1, which was most recently modified on October 25, 2021.
“Development Property” means the property generally located at 2501 Londin Lane E. in
Maplewood. The property is legally described in Exhibit A attached hereto.
“Economic Development Authorities Act” or “EDA Act” means Minnesota Statutes,
sections 469.090 through 469.108, as amended.
“Economic Development Authority” or “EDA” means the Maplewood Economic
Development Authority, a public body corporate and politic under the laws of Minnesota.
“Event of Default” means an action by the Developer or the EDA listed in Article VIII of
this Agreement.
“Final Payment Date” means the earliest of (i) the date on which the entire principal and
accrued interest on the Note have been paid in full; or (ii) February 1, 2034; or (iii) any earlier date
this Agreement or the Note is terminated or cancelled in accordance with the terms hereof or
deemed paid in full; or (iv) the February 1 following the date the TIF District is terminated in
accordance with the TIF Act; or (v) the date the EDA cancels the Note upon a written request for
termination from the Developer and a determination in the EDA’s sole discretion that such
termination will not limit or interfere with the EDA’s ability to pool Tax Increment generated by
the TIF District for affordable housing in accordance with the TIF Act.
“Housing and Redevelopment Authorities Act” or “HRA Act” means Minnesota Statutes,
sections 469.001 through 469.047, as amended.
“Material Change” means a substantial change in the Construction Plans which requires
new or revised City Approvals or one which will likely adversely affect the generation of tax
increment attributable to the Minimum Improvements.
“Maturity Date” means the date the Note has been paid in full or terminated, whichever is
earlier.
“Minimum Improvements” means a 148-unit three-story apartment building and related
amenities and improvements. After completion of the Minimum Improvements, the term shall
mean the Development Property as improved by the Minimum Improvements.
“Note” means the taxable Tax Increment Revenue Note, in substantially the form set forth
in the Authorizing Resolution, to be delivered by the EDA to the Developer to reimburse the
Developer for the Qualifying Costs pursuant to Article III of this Agreement.
“Park Fee” means the fee in the amount of $292,448 payable by the Developer to the City.
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“Payment Date” means August 1, 2024 and each February 1 and August 1 thereafter to and
including the Final Payment Date.
“Preliminary Plans” means the plans of the Minimum Improvements referenced in
Exhibit B attached hereto.
“Public Assistance” means the financial assistance to be offered by the EDA to the
Developer through issuance of the Note.
“Qualifying Costs” means the cost of site acquisition, public infrastructure, site
preparation, site improvements and other qualifying expenditures made by the Developer related
to completion of the Minimum Improvements which the EDA intends to partially reimburse
through the Note.
“Rental Housing Unit” means one of the 148 rental housing units constructed as part of the
Minimum Improvements.
“Sale” means any conveyance of fee simple title in and to the Minimum Improvements or
the Development Property, as more fully defined in Article VII of this Agreement.
“State” means the state of Minnesota.
“Substantial Completion” means completion of the Minimum Improvements to a degree
allowing the issuance of a temporary certificate of occupancy by the City’s building official.
“Tax Increment” means the tax increment, as that term is defined in Minnesota Statutes,
section 469.174, subd. 25, which is paid to the EDA by the County with respect to the Minimum
Improvements and the Development Property.
“Tax Increment Financing Act” or “TIF Act” means Minnesota Statutes, sections 469.174
through 469.1799, as amended.
“Tax Increment Financing District” or “TIF District” means Tax Increment Financing
District No. 1-15, a housing district.
“Tax Increment Financing Plan” or “TIF Plan” means the tax increment plan for Tax
Increment Financing District No. 1-15 which was approved by the EDA and by the City on
October 25, 2021.
“Tax Official” means the Assessor, County auditor, County or state board of equalization,
the commissioners of revenue of the State, or any State or federal district court, the tax court of
the State, or the State Supreme Court.
“Termination Date” means the earlier of: (i) the date the TIF District is terminated in
accordance with the TIF Act; or (ii) the date the Note is paid in full; or (iii) the date the EDA
cancels the Note upon a writtenrequest for termination from the Developer and a determination in
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the EDA’s sole discretion that such termination will not limit or interfere with the EDA’s ability
to pool Tax Increment generated by the TIF District for affordable housing in accordance with the
TIF Act;
“Unavoidable Delays” means delays which are the direct result of adverse weather
conditions; strikes or other labor troubles; fire or other casualty to the Minimum Improvements;
litigation commenced by third parties which, by injunction or other similar judicial action, directly
results in delays; or, except those of the EDA 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; default or unanticipated delay by
the EDA or the City under this Agreement; or any other cause beyond the reasonable control of a
party.
Section 1.2. Exhibits. The following exhibits are attached to and by reference made a part
of this Agreement:
Exhibit A. Legal Description of Development Property
Exhibit B. List of Preliminary Plans
Exhibit C. Form of Certificate of Completion
Exhibit D. Form of Authorizing Resolution with Note
Exhibit E. Form of Investment Letter
Exhibit F. Form of Declaration of Restrictive Covenants
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 ratherthan any particular
section or subdivision hereof.
(c) References herein to any particular section or subdivision hereof are to the section
or subdivision of this Agreement as originally executed.
(d) Any titles of the several parts, articles and sections of this Agreement are inserted
for convenience and reference only and shall be disregarded in construing or interpreting any of
its provisions.
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the EDA. The EDA makes the following representations
as the basis for the undertaking on its part herein contained:
(a) The EDA 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
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Act and of a city under the City Development Districts Act. The EDA has the authority to enter
into this Agreement and carry out its obligations hereunder.
(b) The EDA has approved execution of this Agreement. The individuals executing
this Agreement and related agreements and documents on behalf of the EDA have the authority to
do so and to bind the EDA by their actions.
(c) The Development District is a development district which was created, adopted
and approved in accordance with the City Development Districts Act.
(d) TIF District No. 1-15 is a housing tax increment financing district within the
meaning of the TIF Act and was created, adopted and approved in accordance with the TIF Act.
(e) There are no previous agreements currentlyin effect to which the EDA is a party
pertaining to the Development Property which would preclude the parties from entering into this
Agreement or which would impede the fulfillment of the terms and conditions of this Agreement.
(f) The activities of the EDA pursuant to this Agreement are undertaken pursuant to
the Development Program and the TIF Plan and are for the purpose of development of the
Development Property with a mixed income workforce housing project.
(g) The EDA will act in a timely manner to consider all approvals required under this
Agreement and will cooperate with the Developer in seeking consideration of approvals which
must be granted by the City or other public entities.
Section 2.2. Representations and Warranties by the Developer. The Developer makes the
following representations and warranties as the basis for the undertaking on its part herein
contained:
(a) The Developer is a limited liability company validly existing under the laws of the
state of Minnesota. The Developer has the authority to enter into this Agreement and carry out its
obligations hereunder.
(b) The persons executing this Agreement and related agreements and documents on
behalf of the Developer have the authority to do so and to bind the Developer by their actions.
(c) The Developer has entered into a purchase agreement with the City to acquire the
Development Property and will close by December 31, 2021, subject to extensions as set forth in
the purchase agreement.
(d) The Developer will construct the Minimum Improvements in substantial
accordance with the terms of this Agreement, the Development Program, the TIF Plan, the
Construction Plans and all local, State and federal laws and regulations, including, but not limited
to, environmental, zoning, building code and public health laws and regulations.
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(e) The Developer will apply for and use all reasonable efforts to obtain, in a timely
manner, all required permits, licenses and approvals from the City, and will meet, in a timely
manner, the requirements of all applicable local, State and federal laws and regulations which must
be obtained or met before the Minimum Improvements may be lawfully constructed or used for
their intended purpose.
(f)The Developer has analyzed the economics of acquisition of the Development
Property, the cost of the public infrastructure improvements, site preparation, site improvements,
and construction of the Minimum Improvements and concluded that, absent the Public Assistance
to be offered under this Agreement, it would not undertake this project.
(g) 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 byor conflicts with or results in a breach of,
the terms, conditions or provisions of any corporate organizational documents or any evidence of
indebtedness, agreement or instrument of whatever nature to which the Developer is now a party
or by which it is bound, or constitutes a default under any of the foregoing.
(h) No more than 20 percent of the square footage of the Minimum Improvements will
consist of commercial, retail or other non-residential uses.
ARTICLE III
Acquisition of Development Property;Public Assistance
Section 3.1. Acquisition of Development Property. The Developer agrees to acquire the
Development Property in fee by December 31, 2021, subject to extensions as set forth in the purchase
agreement. The EDA makes no representations to the Developer regarding the suitability of the
Development Property for the use and purpose intended by the Developer.
Section 3.2. Issuance of Pay-As-You-Go Note. (a) In consideration of the Developer
incurringthe Qualifying Costs while constructing the Minimum Improvements, the EDA will issue
to the Developer the Note in the principal amount of $2,237,754 in substantially the form set forth in
the Authorizing Resolution attached hereto as Exhibit D. The EDA and the Developer agree that the
consideration from the Developer for the purchase of the Note will consist of the Developer’s payment
of the Qualifying Costs which are eligible for reimbursement with Tax Increment and which are
incurred by the Developer in at least the principal amount of the Note. The Authorizing Resolution
will authorize delivery of the Note by the EDA Executive Director upon satisfaction by the Developer
of all the conditions precedent specified in section 3.3 of this Agreement.
(b) Subject to the provisions thereof, the Note shall bear simple, non-compounding
interest at the rate equal to the lesser of 4.60% per annum or the actual rate per annum on the
Developer’s permanent first mortgage financing for the Minimum Improvements. The Developer
agrees to provide the EDA either (i) copies of all executed financing documents or (ii) a summary
of all material terms and written confirmation from Developer’s lenders on the closing on the
funding of the loans related to financing the Minimum Improvements. Interest shall be computed
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on the basis of a 360-day year consisting of twelve 30-day months. Principal and interest on the
Note will be payable on each Payment Date; however, the sole source of funds required to be used
for payment of the EDA’s obligations under this Agreement and under the Note shall be the
Available Tax Increment received in the 6-month period preceding each Payment Date. On each
Payment Date the Available Tax Increment shall be credited against the accrued interest then due
on the Note and then applied to reduce the principal. In the event the Available Tax Increment is
not sufficient to pay the accrued interest, the unpaid accrued interest shall be carried forward
without interest. All Tax Increment in excess of the Available Tax Increment necessary to pay the
principal and accrued interest on the Note is not subject to this Agreement, and the EDA retains
full discretion as to any authorized application thereof. To the extent that the Available Tax
Increment is insufficient through the Final Payment Date to pay all amounts otherwise due on the
Note, said unpaid amounts shall then cease to be any debt or obligation of the EDA whatsoever.
No interest will accrue during any period in which payments have been suspended pursuant to this
Agreement.
(c) The Developer understands and acknowledges that the EDA makes no
representations or warranties regarding the amount of Available Tax Increment, or that revenues
pledged to the Note will be sufficient to pay the Note. Any estimates of Tax Increment prepared
by the EDA or its financial advisors in connection with the TIF District or this Agreement are for
the benefit of the EDA and are not intended as representations on which the Developer may rely.
Section 3.3. Conditions Precedent to Issuance of the Note. Notwithstanding anything in
this Agreement to the contrary, the EDA Executive Director is authorized to issue the Note to the
Developer only after all of the following conditions precedent have been satisfied:
(a) The Developer has acquired the Development Property in fee;
(b) The Developer has executed this Agreement and it has been recorded against the
Development Property;
(c) The Developer has executed the Declaration of Restrictive Covenants and it has
been recorded against the Development Property;
(d) The Developer has paid the Park Fee to the City;
(e) The Developer has completed the Minimum Improvements and the EDA has issued
the Certificate of Completion;
(f) The Developer has submitted evidence, including paid receipts and lien waivers, it
has incurred and paid for the Qualifying Costs in an amount not less than the principal amount of
the Note;
(g) The Developer has submitted the Investment Letter in the general form attached hereto
as Exhibit E;
(h) The EDA has adopted the Authorizing Resolution; and
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(i) There has been no Event of Default on the part of the Developer which has not been
cured.
Section 3.4. Records. The EDA and its representatives will have the right at all reasonable
times after reasonable notice to inspect, examine and copy invoices paid by the Developer and/or
its general contractor relating to the Minimum Improvements and the Qualifying Costs for which
the Developer will be reimbursed under the Note.
Section 3.5. No Business Subsidy. The Public Assistance offered to the Developer under
this Agreement and the Note is related to the construction of housing and therefore is not a
“business subsidy” within the meaning of Minnesota Statutes, sections 116J.993 to 116J.995.
ARTICLE IV
Construction of MinimumImprovements
Section 4.1. Construction of Minimum Improvements. The Developer agrees that it will
construct the Minimum Improvements on the Development Property in accordance with the
Preliminary Plans and the Construction Plans. The Developer acknowledges that, in addition to
the requirements of this Agreement, construction of the Minimum Improvements will necessitate
compliance with the City Approvals and possibly approvals by other governmental agencies. To
the extent such approvals have not already been obtained, the Developer agrees to submit in a
timely manner all applications for and pursue to their conclusion all other approvals needed prior
to constructing the Minimum Improvements.
Section 4.2. Preliminary Plans and Construction Plans. (a) The Developer has submitted
and the EDA has approved the Preliminary Plans listed in Exhibit B attached hereto. Prior to
beginning construction on the Minimum Improvements, the Developer shall submit dated
Construction Plans to the EDA. The Construction Plans shall provide for the construction of the
Minimum Improvements and shall be in substantial conformity with the Preliminary Plans and this
Agreement. The EDA will approve the Construction Plans if they (1) are consistent with the
Preliminary Plans; (2) conform to all applicable federal, State and local laws, ordinances, rules and
regulations; (3) are adequate to provide for the construction of the Minimum Improvements; (4)
conform to the State building code; and (5) if there has occurred no uncured Event of Default on
the part of the Developer. Except as otherwise set forth herein, no approval by the EDA shall
relieve the Developer of the obligation to comply with the terms of this Agreement and the terms
of all applicable federal, State and local laws, ordinances, rules and regulations in the construction
of the Minimum Improvements. Except as otherwise set forth herein, no approval by the EDA
shall constitute a waiver of an Event of Default. The EDA shall use good faith efforts to review
the Construction Plans and either approve or reject them in writing within 15 business days after
receipt. Any rejection, in whole or in part, shall set forth in detail the reasons for rejection.
(b) No more than 20 percent of the square footage of the Minimum Improvements shall
consist of commercial, retail or other non-residential uses.
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(c) If the Developer desires to make any Material Change in the Construction Plans
after approval, the Developer shall submit the proposed change to the EDA for its approval. If the
proposed change is consistent with the Preliminary Plans or is otherwise acceptable to the EDA
and meets all other requirements of section 4.2(a) above, the EDA shall approve the proposed
change. Such change in the Construction Plans shall be deemed approved by the EDA unless
rejected, in whole or in part, by written notice by the EDA to the Developer, setting forth in detail
the reasons for rejection. Such rejection shall be made within 15 business days after receipt by the
EDA of the written notice of such change from the Developer.
Section 4.3. Commencement and Completion of Construction. Subject to Unavoidable
Delays, the Developer anticipates to commence construction of the Minimum Improvements by
no later than April 30, 2022. The Developer agrees to pay the Park Fee to the City at the time of
issuance of the building permit for the Minimum Improvements. All work with respect to the
Minimum Improvements to be constructed or provided by the Developer on the Development
Property shall be in conformity with the Construction Plans. The Developer shall make such
reports to the EDA regarding construction of the Minimum Improvements as the EDA deems
necessary or helpful in order to monitor progress on construction of the Minimum Improvements.
The Developer anticipates to have achieved Substantial Completion of the Minimum
Improvements by no later than April 30, 2024.
Section 4.4. Certificate of Completion; Annual Rental License. (a) After Substantial
Completion of the Minimum Improvements in accordance with the Construction Plans and at the
written request of the Developer, the EDA will, within 20 days thereafter, furnish the Developer
with an appropriate Certificate of Completion so certifying in the form of Exhibit C attached
hereto. Such Certificate of Completion by the EDA shall be a conclusive determination of
satisfaction and termination of the agreements and covenants in this Agreement with respect to the
obligations of the Developer to construct the Minimum Improvements and the dates for the
beginning and completion thereof.
(b) The Certificate of Completion shall be in such form set forth in Exhibit C and as
will enable it to be recorded in the proper County office for the recordation of deeds and other
instruments pertaining to the Development Property. If the EDA shall refuse to provide a
Certificate of Completion in accordance with the provisions of this section 4.4, the EDA shall
promptly notify Developer within the same 20 day period following receipt of request by the
Developer for the Certificate of Completion, and such notification from the EDA shall include a
written statement, indicating in adequate detail in what respects the Developer has failed to
complete the relevant portion of the Minimum Improvements in accordance with the Construction
Plans and what measures or acts will be necessary, in the opinion of the EDA, for the Developer
to take or perform in order to obtain such certification. If the EDA fails to issue such a written
statement within such 20-day period, the EDA shall be deemed to have waived its right to do so
and shall be deemed to have issued a Certificate of Completion to the Developer. The Developer
shall have 60 days following receipt of the EDA’s written response to cure or agree to terms with
the EDA regarding issues to be resolved prior to the Developer obtaining a Certification of
Completion from the EDA.
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(c) The City requires an annual license for all multi-family rental properties. The
Developer agrees to obtain the required license from the City every year the license is required
under the City’s rental licensing ordinance.
Section 4.5. Declaration Regarding Income Restrictions; Qualification of the TIF District.
The Developer agrees that the Minimum Improvements will be subject to the following tenant
income restrictions:
(a) The Developer will cause at least 40 percent (60) of the Rental Housing Units in
the Minimum Improvements to be occupied by Qualifying Tenants whose household income is 60
percent or less of the area median gross income, all as further described in the Declaration attached
hereto as Exhibit F. Prior to any payment under the Note, the Developer will deliver the executed
Declaration to the EDA in recordable form.
(b) As a condition to initial and continuing occupancy, each person who is intended to
be a Qualifying Tenant will be required annually to sign and deliver to the Developer a certification
in which the prospective Qualifying Tenant certifies as to his or her income. In addition, the person
will be required to provide whatever other information, documents, or certifications are reasonably
deemed necessary by the Executive Director of the EDA to substantiate his or her income, on an
ongoing annual basis, and to verify that the tenant continues to be a Qualifying Tenant.
Certifications will be maintained on file by the Developer with respect to each Qualifying Tenant
who resides in a Rental Housing Unit or resided therein during the immediately preceding calendar
year.
(c) The form of lease to be utilized by the Developer in renting any Rental Housing
Unit to any person who is intended to be a Qualifying Tenant will provide for termination of the
lease and consent by the person to immediate eviction for failure to qualify as a Qualifying Tenant
as a result of any material misrepresentation made by the person with respect to income.
(d) On or before April 15 of each year during the term of the Declaration, commencing
on the first April 15 after issuance of the Certificate of Completion, the Developer must submit
evidence of tenant incomes, showing that at least 60 of the Rental Housing Units meet the income
restrictions set forth in the Declaration. The EDA will review the submitted evidence related to
the income restrictions required by Section 469.1761 of the TIF Act to determine that the TIF
District remains qualified as a housing district under the TIF Act.
(e) While the covenants in this Section 4.5 are in effect, the EDA and its representatives
will have the right at all reasonable times, and after reasonable notice, to inspect and to examine
and copy all books and records of the Developer and its successors and assigns relating to the
covenants described in this Section 4.5 and in the Declaration.
(f) The Developer acknowledges that the primary purpose for requiring compliance by
the Developer with the rental restrictions provided in this Agreement and the Declaration is to
ensure compliance of the Minimum Improvements with the income covenants set forth herein and
the continued eligibility of TIF District No. 1-15 as a housing tax increment financing district
under the TIF Act. If prior to the Termination Date the EDA reasonably determines, based on the
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reports submitted by the Developer or, if the EDA receives notice from the State Department of
Revenue, the State Auditor, any Tax Official or any court of competent jurisdiction that the TIF
District does not qualify or no longer qualifies as a housing district due to action or inaction of the
Developer, such event will be deemed an Event of Default by the Developer under this Agreement;
provided, however, that the EDA may not terminate this Agreement so long as the determination
is being contested in good faith and has not been finally adjudicated. In addition to any remedies
available to the EDA under Article VIII hereof, the Developer will indemnify, defend and hold
harmless the EDA for any damages or costs resulting therefrom, including any Tax Increment the
EDA may be required or agrees to repay as a result of any action taken under section 469.1771 of
the TIF Act for violation of said Act relating to disqualification of the TIF District.
(g) The Developer covenants and agrees that the Developer will cause or require as a
condition precedent to any conveyance, transfer, assignment, or any other disposition of the
Minimum Improvements prior to the Termination Date that the transferee assume in writing, in a
form acceptable to the EDA, all duties and obligations of the Developer under this section 4.5 and
the Declaration regarding income restrictions and verification of Qualified Tenants by means of
an assumption agreement acceptable to the EDA. The Developer will deliver an executed copy of
the assumption agreement to the EDA prior to the transfer.
ARTICLE V
Insurance
Section 5.1. Insurance. The Developer or its general contractor will provide and maintain
at all times during the process of constructing the Minimum Improvements a Special Form Basis
Insurance Policy and, from time to time during that period, at the request of the EDA no more
frequently than once annually, furnish the EDA with proof of payment of premiums on policies
covering the following:
(1) Builder’s risk insurance, written on the so-called “Builder’s Risk –
Completed Value Basis,” in an amount equal to one hundred percent (100%) of the
insurable value of the applicable portion of the Minimum Improvements at the date of
completion, and with coverage available in reporting form on the so-called “special” form
of policy;
(2) Commercial general liability insurance (including operations, contingent
liability, operations of subcontractors, completed operations and contractual liability
insurance) with limits against bodily injury and property damage of not less than
$1,000,000 for each occurrence (to accomplish the above-required limits, an umbrella
excess liability policy may be used); and
(3) Workers’ compensation insurance, with statutory coverage.
Section 5.2. Evidence of Insurance. All insurance required in this Article V of this
Agreement must be taken out and maintained in responsible insurance companies selected by the
Developer which are authorized under the laws of Minnesota to assume the risks covered thereby.
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In lieu of separate policies, the Developer may maintain a single policy, blanket or umbrella
policies, or a combination thereof, having the coverage required herein. Upon written request by
the EDA, the Developer agrees to deposit with the EDA a certificate or certificates or binders of
the respective insurers stating that such insurance is in force and effect.
ARTICLE VI
Payment of Taxes; Use of Tax Increment
Section 6.1. Taxes. The Developer agrees that prior to the Termination Date: (i) it will
not seek administrative or judicial review of the applicability of any tax statute determined by any
Tax Official to be applicable to the Minimum Improvements or the Development Property or raise
the inapplicability of any such tax statute as a defense in any proceedings, including delinquent
tax proceedings; (ii) it will not seek administrative or judicial review of the constitutionality of any
tax statute determined by any Tax Official to be applicable to the Minimum Improvements or the
Development Property or raise the unconstitutionality of any such tax statute as a defense in any
proceedings, including delinquent tax proceedings; and (iii) it will not cause a reduction in the
assessed value of the Minimum Improvements or the Development Property through:
(a) willful destruction of the Minimum Improvements or any part thereof;
(b) an application to the commissioner of revenue of the State or to any local taxing
jurisdiction requesting an abatement or deferral of real estate taxes on the Minimum Improvements
or the Development Property;
(c) a transfer of the Minimum Improvements or the Development Property, or any part
thereof, to an entity exempt from the payment of real estate taxes under State law and that entity
applies for tax exemption; or
(d) any other proceedings, whether administrative, legal or equitable, with any
administrative body within the County or the State or with any court of the State or the federal
government.
Section 6.2. Right to Collect Delinquent Taxes and Special Assessments. The Developer
acknowledges that at all times prior to the Termination Date the EDA shall have the right to sue
the Developer or its successors and assigns to collect delinquent real estate taxes and any penalty
or interest thereon and special assessments due on the Development Property or the Minimum
Improvements and to pay over the same as a tax payment to the County auditor. In any such suit
in which the EDA prevails, the EDA shall also be entitled to recover its reasonable out-of-pocket
costs and expenses, including attorney fees.
Section 6.3. Housing District; Use of Tax Increment. TIF District No. 1-15 is a housing
tax increment financing district within the meaning of section 469.174, subd. 11 of the TIF Act.
Except for payments to the Developer as provided for in this Agreement and the Note, the EDA
shall be free to use any Tax Increment it receives from the County with respect to TIF District
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No. 1-15 for any purpose for which such increment may lawfully be used under the TIF Act and
the EDA shall have no obligations to the Developer with respect to the use of such Tax Increment.
ARTICLE VII
Restrictions on Sale of Minimum Improvements; Termination of Agreement
Section 7.1. Prohibition Against Sale of Minimum Improvements.
(a) The Developer represents and agrees that its use of the Development Property and
its other undertakings pursuant to the Agreement, are, and will be, used for the purpose of
construction of the Minimum Improvements on the Development Property and not for speculation
in land holding. The Developer represents and agrees that, prior to the issuance of a Certificate of
Completion regarding the Minimum Improvements, there shall be no Sale of the Development
Property or the Minimum Improvements constructed thereon nor shall the Developer suffer any
such Sale to be made, without the prior written approval of the EDA; provided however,
notwithstanding the foregoing, the Developer shall be entitled to lease Rental Housing Units of
the Development Property to third parties without the prior written approval of the EDA. As a
condition of approval of any such sale, the EDA shall require, at a minimum, that the proposed
transferee shall have entered into an agreement whereby the transferee expressly assumes all of
the Developer’s obligations under this Agreement. Any such agreement shall include the EDA as
a party and otherwise be in form and substance reasonably acceptable to the EDA. No approval
of the EDA shall be needed for any Sale after the issuance of a Certificate of Completion regarding
the Minimum Improvements.
(b) Notwithstanding anything in this Agreement to the contrary, Developer is
authorized, without the approval of EDA, to obtain construction and permanent financing for the
Minimum Improvements and to mortgage the Development Property to provide security for the
construction and permanent financing, and the EDA shall subordinate this Agreement to such
mortgage. In the event of foreclosure, deed-in-lieu of foreclosure or other transfer of the Minimum
Improvements or the Development Property as a result of default under such mortgage, the
acquiring party shall not need the approval of the EDA for the transfer and shall not be subject to
the obligations of this Agreement.
(c) After a Certificate of Completion has been issued, Developer or other transferor
may freely, without the approval of EDA, sell or transfer all or any portion of the Minimum
Improvements or the Development Property to any person at any time. In the event that the
Developer or other transferor sells or transfers the Minimum Improvements or the Development
Property or any portion to any person, then, within 15 days after request, the EDA shall
acknowledge and certify certain facts in connection with this Agreement and the status of
obligations of Developer/transferor under this Agreement. The EDA shall provide this
certification to Developer/transferor and any potential buyer or transferee of the Minimum
Improvements or the Development Property or any portion. The certification shall reference the
following: (1) that the Developer/transferor and transferee may rely on the representations and
agreements made by the EDA in the certification; (2) the status of the completion of the
construction obligations of the Minimum Improvements; (3) the amount of payments made under
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the Note and the outstanding principal balance of the Note, if any, and that any amounts owed
under the Note will be paid to Developer and not the transferee unless the rights under the Note
are specifically assigned to the transferee; (4) that the Developer and not the transferee remains
responsible for construction obligations under this Agreement, and that transferee and any
subsequent owners of the Minimum Improvements or the Development Property are released from
all construction obligations under this Agreement; (5) that the transferee and not the
Developer/transferor shall be responsible for all non-construction obligations under this
Agreement arising subsequent to the sale or transfer of the Minimum Improvements or the
Development Property for the portion of the Development Property owned by the transferee so
long as the transferee has assumed such obligations by written instrument, and that the
Developer/transferor is released from all such non-construction obligations under this Agreement;
and (6) whether or not there exists any defaults, events of default, or conditions which with the
passage of time or giving of notice would constitute a default under this Agreement.
Section 7.2. Termination of Agreement. Upon the occurrence of the Termination Date,
the parties agree to execute and record a document terminating this Agreement.
ARTICLE VIII
Events of Default
Section 8.1. Events of Default Defined. Each and every one of the following shall be an
Event of Default under this Agreement:
(a) Failure by the Developer to seek approval from the EDA, the City and other entities
necessary in order to construct the Minimum Improvements diligently and in good faith; provided
that if a Certificate of Completion is issued by the EDA, such failure shall no longer be an Event
of Default;
(b) Failure by the Developer to pay real estate taxes or special assessments on the
Minimum Improvements or the Development Property as they become due;
(c) Failure by the Developer to commence and completion construction of the
Minimum Improvements pursuant to the terms, conditions and limitations of Article IV of this
Agreement, including the timing thereof, unless such failure is caused by an Unavoidable Delay
or waived by the Developer and the EDA;
(d) If the Developer shall file a petition in bankruptcy, or shall make an assignment for
the benefit of its creditors or shall consent to the appointment of a receiver;
(e) Failure by the Developer to obtain the annual rental license required by the City for
the Minimum Improvements;
(f) If there is a violation by the Developer of the Declaration with regard to the required
income limitations or if the Developer fails to deliver the annual rent and income reports required
by the Declaration;
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(g) Sale of the Minimum Improvements or the Development Property, or any portion
thereof, by the Developer in violation of Article VII of this Agreement;
(h) Any action or inaction by the Developer which disqualifies the TIF District as a
housing district under the TIF Act prior to the Termination Date; or
(i) Failure by either party to observe or perform any material covenant, condition,
obligation or agreement on its part to be observed or performed under this Agreement, including
but not limited to any action necessary for the establishment of the TIF District.
Section 8.2. Remedies on Default. Whenever any Event of Default referred to in
section 8.1 of this Agreement occurs, the non-defaulting party may take any one or more of the
following actions after providing 30 days written notice to the defaulting party of the Event of
Default, but only if the Event of Default has not been cured within said 30 days from the receipt
of Notice or, if the Event of Default is by its nature incurable within 30 days, the defaulting party
does not provide assurances to the non-defaulting party reasonably satisfactory to the non-
defaulting party that the Event of Default will be cured and will be cured as soon as reasonably
possible:
(a) Suspend its performance under this Agreement until it receives assurances from the
defaulting party, deemed adequate by the non-defaulting party, that the defaulting party will cure
its default and continue its performance under this Agreement;
(b) Prior to issuance of the Certificate of Completion, cancel and rescind or terminate
this Agreement;
(c) If the default occurs after issuance of the Certificate of Completion, the EDA may
suspend payments under the Note, subject to the provisions of section 8.3 of this Agreement; and
(d) Take whatever action, including legal or administrative action, which may appear
necessary or desirable to the non-defaulting 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. Remedies after Certificate of Completion. TheEDA may exercise its rights
under Section 8.2(c) only for the following Events of Default:
(1) the Developer fails to pay real estate taxes or special assessments on the Minimum
Improvements or the Development Property or any part thereof when due and the taxes or special
assessments have not been paid, or provision satisfactory to the EDA made for their payment,
within 45 days after written demand by the EDA to do so; or
(2) the Developer takes or permits an action prohibited by section 6.1 of this
Agreement; or
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(3) the Developer takes an action or fails to take an action which disqualifies the TIF
District as a housing district under the TIF Act prior to the Termination Date; or
(4) the Developer transfers the Minimum Improvements or the Development Property,
or any part thereof, to an entity exempt from the payment of real estate taxes under State law.
Section 8.4. No Remedy Exclusive. No remedy conferred herein or reserved to the parties
is intended to be exclusive of any other available remedy or remedies, but each and every remedy
shall be cumulative and shall be in addition to every other remedy given under this Agreement or
now or hereafter existing at law or in equity. No delay or omission to exercise any rightor 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 EDA or the Developer to exercise any remedy reserved
to it, it shall not be necessary to give notice, other than such notice as may be required under this
Agreement.
Section 8.5. No Additional Waiver 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.
ARTICLE IX
Additional Provisions
Section 9.1. Conflict of Interests; Representatives Not Individually Liable. No member,
official, or employee of the EDA 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 the EDA shall be personally liable to the Developer, or any
successor in interest, in the event of any default or breach or for any amount which may become
due or on any obligations under the terms of this Agreement.
Section 9.2. Equal Employment Opportunity. The Developer, for itself and its successors
and assigns, agrees that during the construction of the Minimum Improvements provided for in
this Agreement, it will comply with all applicable equal employment and nondiscrimination laws
and regulations.
Section 9.3. Restrictions on Use. The Developer agrees that through the Termination
Date it will use the Minimum Improvements for only such uses as permitted under the City’s land
use regulations and in compliance with the City Approvals.
Section 9.4. Notices and Demands. Except as otherwise expressly provided in this
Agreement, any notice, demand, or other communication under the Agreement or any related
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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 Developer: REE Maplewood Apartments LLC
579 Selby Avenue
St. Paul, MN 55102
Attn: _____________
(b) in the case of the EDA: Maplewood Economic
Development Authority
1830 County Road B East
Maplewood, MN 55109
Attn: Executive Director
and with a copy to: Kennedy & Graven, Chartered
150 South Fifth Street, Suite 700
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 9.5. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 9.6. Disclaimer of Relationships. The Developer acknowledges that nothing
contained in this Agreement nor any act by the EDA or the Developer shall be deemed or construed
by the Developer or by any third person to create any relationship of third-party beneficiary,
principal and agent, limited or general partner, or joint venture between the EDA and the
Developer.
Section 9.7. Amendment. This Agreement may be amended only by the written agreement
of the parties.
Section 9.8. Recording; Agreement Runs with the Land. The EDA intends to record this
Agreement among the County land records and the Developer agrees to pay for the cost of
recording same. This Agreement runs with the Development Property and shall bind the
successors and assigns of the EDA and the Developer.
Section 9.9. Release and Indemnification Covenants. a) Except for any negligent act of
the following named parties, the Developer hereby releases from and covenants and agrees that
the EDA, 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.
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b) The aforesaid indemnification shall not apply to willful misrepresentation or any
willful or wanton misconduct or negligence of the EDA.
c) Except for any negligent or willful act of the EDA, the Indemnified Parties shall
not be liable for any damage or injury to the persons or property of the Developer or its partners,
officers, agents, servants or employees or any other person who may be about the Minimum
Improvements or the Minimum Improvements due to any act of negligence of any person.
Section 9.10. Titles of Articles and Sections. Any titles of the several parts, articles, and
sections of this Agreement are inserted for convenience of reference only and shall be disregarded
in construing or interpreting any of its provisions.
Section 9.11. Governing Law; Venue. This Agreement shall be construed in accordance
with the laws of Minnesota. Any dispute arising from this Agreement shall be heard in the State
or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof,
whether based on convenience or otherwise.
Section 9.12. Fees and Charges. The Developer agrees to pay the EDA for all fees or costs
for legal, financial advisory, engineering, planning or other staff time for preparation of the TIF
Plan and related documents and analysis, drafting or negotiating this Agreement and for reviewing
any plans regarding the Minimum Improvements submitted in satisfaction of this Agreement.
********************
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IN WITNESS WHEREOF, the EDA and the Developer have caused this Agreement to be
duly executed in their names and behalves on or as of the date first above written.
THE MAPLEWOOD ECONOMIC
DEVELOPMENT AUTHORITY
By:
William Knutson, President
By:
Melinda Coleman, Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF _________ )
The foregoing instrument as acknowledged before me this _____ day of ____________,
2021, 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.
____________________________________
Notary Public
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REE MAPLEWOOD APARTMENTS LLC
By: ___________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF _________ )
The foregoing instrument was executed before me this _____ day of _______________,
2021, by ____________________, the __________ REE Maplewood Apartments LLC, a
Minnesota limited liability company, on behalf of the company.
____________________________________
Notary Public
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EXHIBIT A TO
DEVELOPMENT AGREEMENT
LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY
Part of the Northwest ¼ of the Northeast ¼ of Section 12, Township 28, Range 22 lying
Southwesterly of New Lower Afton Road and lying Northerly and Northwesterly of Londin Lane,
Ramsey County, Minnesota.
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EXHIBIT B TO
DEVELOPMENT AGREEMENT
LIST OF PRELIMINARY PLANS
The following constitute the Preliminary Plans of the Minimum Improvements:
\[to be completed\]
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EXHIBIT C TO
DEVELOPMENT AGREEMENT
FORM OF
CERTIFICATE OF COMPLETION
WHEREAS, the Maplewood Economic Development Authority, a public body corporate
and politic under the laws of Minnesota (the “EDA”), and REE Maplewood Apartments LLC, a
Minnesota limited liability company(the “Developer”), have entered into a certain Contract for
Private Development (the “Agreement”) dated the ____ day of ____________, 2021, 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, as defined in the Agreement; and
WHEREAS, the Developer has performed said covenants and conditions in a manner
deemed sufficient by the EDA to permit the execution and recording of this certification.
NOW, THEREFORE, this is to certify that all construction of the Minimum Improvements
specified to be done and made by the Developer has been completed 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: _______________.
MAPLEWOOD ECONOMIC
DEVELOPMENT AUTHORITY
By:
Its President
By:
Its Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF _________ )
The foregoing instrument as acknowledged before me this _____ day of ____________,
202__, by _______________________ and ___________________, 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.
____________________________________
Notary Public
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EXHIBIT D TO
DEVELOPMENT AGREEMENT
FORM OF AUTHORIZING RESOLUTION WITH NOTE
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. ______
RESOLUTION APPROVING THE ISSUANCE OF, AND
PROVIDING THE FORM, TERMS, COVENANTS AND
DIRECTIONS FOR THE ISSUANCE OF ITS TAXABLE TAX
INCREMENT REVENUE NOTE, SERIES 201__ IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$2,237,754
BE IT RESOLVED BY the Maplewood Economic Development Authority (the “EDA”), as
follows:
Section 1. Authorization; Award of Sale.
1.01. Authorization. The EDA has heretofore approved the establishment of Tax
Increment Financing District No. 1-15 (the “TIF District”) within Development District No. 1 (the
“Development District”), and has adopted a tax increment financing plan for the purpose of
financing certain improvements within the Development District.
Pursuant to Minnesota Statutes, Section 469.178, the EDA is authorized to issue and sell
its bonds for the purpose of financing a portion of the public development costs of the Minimum
Improvements and Development Property in the Development District. The bonds are payable
from all or any portion of revenues derived from the Minimum Improvements and the
Development Property in the TIF District and pledged to the payment of the bonds. The EDA
hereby finds and determines that it is in the best interests of the EDA that it issue and sell its taxable
Tax Increment Revenue Note, Series 201__ (the “Note”), in the aggregate principal amount of
$2,237,754, for the purpose of financing certain public costs of the Development District.
1.02. Agreement Approved; Issuance, Sale and Terms of the Note. The EDA has
previously approved the Contract for Private Development (the “Agreement”) between the EDA
and REE Maplewood Apartments LLC, a Minnesota limited liability company (the “Owner”), and
authorized the Executive Director and President to execute the Agreement. Pursuant to the
Agreement, the Note will be issued to the Owner. The Note will be dated as of the date of delivery
and will bear interest at the rate of the lesser of 4.60% or the actual rate per annum on the
Developer’s permanent first mortgage financing for the Minimum Improvements. In exchange for
the EDA’s issuance of the Note to the Owner, the Owner will pay certain costs related to the
Minimum Improvements (the Qualifying Costs, as defined in the Agreement) pursuant to Section
3.2 of the Agreement. The Note will be delivered in the principal amount of $2,237,754 for
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reimbursement of the Owner’s costs in accordance with the terms of Sections 3.2 and 3.3 of the
Agreement.
Section 2. Form of Note. The Note will be in substantially the following form, with
the blanks to be properly filled in and the principal amount and payment schedule adjusted as of
the date of issue:
UNITED STATE OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
No. R-1 $2,237,754
TAXABLE TAX INCREMENT REVENUE NOTE
SERIES 202__
Date
Rate of Original Issue
\[lesser of 4.60% or Developer’s rate of financing\]__________
The Maplewood Economic Development Authority (the “EDA”), for value received,
certifies that it is indebted and hereby promises to pay to REE Maplewood Apartments LLC, or
registered assigns (the “Owner”), the principal sum of $2,237,745 with interest thereonat \[lesser
of 4.60% or Developer’s rate of financing\], as and to the extent set forth herein.
1. Payments. Principal and interest payments (“Payments”) will be paid on August 1,
2024, and each February 1 and August 1 thereafter until the earlier of payment in full or February 1,
2034 (“Payment Dates”), in the amounts and from the sources set forth in Section 3 herein.
Payments are payable by mail to the address of the Owner or any other address as the
Owner may designate upon 30 days written notice to the EDA. 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. No Interest. Interest shall be simple, non-compounding interest at a rate of \[the
lesser of 4.60% or the Developer’s rate of financing\]. Interest shall be computed on the basis of a
360-day year consisting of 12 30-day months.
3. Available Tax Increment. Payments on this Note are payable on each Payment
Date in the amount of and solely payable from “Available Tax Increment,” which will mean, on
each Payment Date, 90 percent of the Tax Increment attributable to the Development Property and
Minimum Improvements (as defined in the Agreement) and paid to the EDA by Ramsey County
in the six months preceding the Payment Date, all as the terms are defined in the Contract for
Private Development between the EDA and Owner dated as of ______________, 2021 (the
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“Agreement”). Available Tax Increment will not include any Tax Increment if, as of any Payment
Date, there is an uncured Event of Default by the Owner under the Agreement.
The EDA will have no obligation to pay principal or interest on this Note on each Payment
Date from any source other than Available Tax Increment, and the failure of the EDA to pay the
entire amount of principal and interest on this Note on any Payment Date will not constitute a
default hereunder as long as the EDA pays principal and interest to the extent of Available Tax
Increment. The EDA will have no obligation to pay any unpaid balance of principal or interest
that may remain after the Final Payment Date of February 1, 2034.
4. Optional Prepayment. The principal sum and accrued interest payable under this
Note is pre-payable in whole or in part at any time by the EDA without premium or penalty. No
partial prepayment will affect the amount or timing of any other regular payment otherwise
required to be made under this Note.
5. Suspension of Payment for Default. At the EDA’s option, the EDA’s obligation to
make any payments under this Note will be suspended upon the occurrence of an Event of Default
on the part of the Developer as defined in Section 8.1 of the Agreement, but only if the Event of
Default has not been cured in accordance with Section 8.2 of the Agreement.
6. Nature of Obligation. This Note is a single note in the total principal amount of
$2,237,754 issued to aid in financing certain public costs of a Development District undertaken by
the EDA pursuant to Minnesota Statutes, Sections 469.001 through 469.047, as amended, and is
issued pursuant to an authorizing resolution (the “Resolution”) duly adopted by the EDA on
______________, 201__, 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 the EDA which is payable solely from Available Tax Increment
pledged to the payment hereof under the Resolution. This Note will not be deemed to constitute a
general obligation of the State of Minnesota or any political subdivision thereof, including, without
limitation, the EDA 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 and interest on this Note or other costs incident hereto.
7. Estimated Tax Increment Payments. Any estimates of Tax Increment prepared by
the EDA or its financial advisors in connection with the TIF District or the Agreement are for the
benefit of the EDA, and are not intended as representations on which the Owner may rely.
THE EDA MAKES NO REPRESENTATION OR WARRANTY THAT THE
AVAILABLE TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF OR
INTEREST ON THIS NOTE.
8. Registration and Transfer. As provided in the Resolution, and subject to certain
limitations set forth herein, this Note is issuable only as a fully registered note without coupons.
This Note is transferable upon the books of the EDA kept for that purpose at the principal office
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of the Executive Director of the EDA as Registrar, by the Owner hereof in person or by the
Owner’s attorney duly authorized in writing, upon surrender of this Note together with a written
instrument of transfer satisfactory to the EDA, duly executed by the Owner. Upon the transfer or
exchange and the payment by the Owner of any tax, fee, or governmental charge required to be
paid by the EDA with respect to the transfer or exchange, there will be issued in the name of the
transferee a new Note of the same aggregate principal amount and interest rate and maturing on
the same dates.
This Note may be transferred, assigned or pledged without the approval of the EDA;
provided that this Note will not be transferred to any person other than an affiliate, or other related
entity, of the Owner unless the EDA has been provided with an investment letter in a form
substantially similar to the investment letter submitted by the Owner or a certificate of the
transferor, in a form satisfactory to the EDA, that the transfer is exempt from registration and
prospectus delivery requirements of federal and applicable state securities laws. Notwithstanding
anything to the contrary in this Note, in no event will a lender providing funds to the Developer
and taking an assignment of the Note as security for such funds be required to sign an investment
letter at either the time of execution of an assignment or transfer of the Note as a result of the
assignment.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required
by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be
performed in order to make this Note a valid and binding limited obligation of the EDA 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
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REGISTRATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond register
of the Executive Director of the EDA, in the name of the person last listed below.
Date of RegistrationRegistered Owner Signature of EDA Executive Director
REE Maplewood Apartments
LLC
579 Selby Avenue
St. Paul, MN 55102
Attn: ________________
Federal Tax ID #___________
\[End of Form of Note\]
Section 3. Terms, Execution and Delivery.
3.01. Denomination, Payment. The Note will be issued as a single typewritten note
numbered R-1.
The Note will be issuable only in fully registered form. Principal and interest of the Note
will be payable by check or draft issued by the Registrar described herein.
3.02. Dates. Principal and interest of the Note will be payable by mail to the owner of
record thereof as of the close of business on the fifteenth day of the month preceding the Payment
Date, whether or not the day is a business day.
3.03. Registration. The EDA hereby appoints the Executive Director to perform the
functions of registrar, transfer agent and paying agent (the “Registrar”). The effect of registration
and the rights and duties of the EDA and the Registrar with respect thereto will be as follows:
(a) Register. 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.
(b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, in form reasonably
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly
authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the
name of the designated transferee or transferees, a new Note of a like aggregate principal amount,
interest rate and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note
will not be transferred to any person other than an affiliate, or other related entity, of the Owner
unless the EDA has been provided with an investment letter in a formsubstantially similar to the
investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to
the EDA, that the transfer is exempt from registration and prospectus delivery requirements of
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federal and applicable state securities laws. The Registrar may close the books for registration of
any transfer after the fifteenth day of the month preceding each Payment Date and until the
Payment Date.
(c) Cancellation. The Note surrendered upon any transfer will be promptly cancelled
by the Registrar and thereafter disposed of as directed by the EDA.
(d)Improper or Unauthorized Transfer. 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.
(e) Persons Deemed Owners. The EDA and the Registrar may treat the person in
whose name the Note is at any time registered in the bond register as the absolute owner of the
Note, whether the Note is overdue or not, for the purpose of receiving payment of, or on account
of, the principal of and interest on the Note and for all other purposes, and all the payments so
made to any registered owner or upon the owner’s order will be valid and effectual to satisfy and
discharge the liability of the EDA upon the Note to the extent of the sum or sums so paid.
(f) Taxes, Fees and Charges. For every transfer or exchange of the Note, the Registrar
may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee,
or other governmental charge required to be paid with respect to the transfer or exchange.
(g) Mutilated, Lost, Stolen or Destroyed Note. In case the Note becomes mutilated or
is lost, stolen, or destroyed, the Registrar will deliver a new Note of like amount, interest rate,
maturity dates and tenor in exchange and substitution for and upon cancellation of the mutilated
Note or in lieu of and in substitution for the Note lost, stolen, or destroyed, upon the payment of
the reasonable expenses and charges of the Registrar in connection therewith; and, in the case the
Note lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory to it that the
Note was lost, stolen, or destroyed, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indemnity in form, substance, and amount satisfactory to it, in
which both the EDA 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 the EDA. If
the mutilated, lost, stolen, or destroyed Note has already matured or been called for redemption in
accordance with its terms, it will not be necessary to issue a new Note prior to payment.
3.04. Preparation and Delivery. The Note will be prepared under the direction of the
Executive Director and will be executed on behalf of the EDA 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 the EDA to the Owner following the delivery of the
necessary items delineated in Section 3.3 of the Agreement.
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Section 4. Security Provisions.
4.01. Pledge. The EDA hereby pledges to the payment of the principal and interest of
the Note all Available Tax Increment as defined in the Note. Available Tax Increment will be
applied to payment of accrued interest first, then the principal of the Note in accordance with the
terms of the form of Note set forth in Section 2 of this resolution.
4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal
thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains
unpaid, the EDA will maintain a separate and special “Bond Fund” to be used for no purpose other
than the payment of the principal of and interest on the Note. The EDA irrevocably agrees to
appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax Increment
remaining in the Bond Fund will be transferred to the EDA’s account for the TIF District upon the
payment of all principal and interest to be paid with respect to the Note.
Section 5. Certification of Proceedings.
5.01. Certification of Proceedings. The officers of the EDA are hereby authorized and
directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and
records of the EDA, and the other affidavits, certificates, and information as may be required to
show the facts relating to the legality and marketability of the Note as the same appear from the
books and records under their custody and control or as otherwise known to them, and all the
certified copies, certificates, and affidavits, including any heretofore furnished, will be deemed
representations of the EDA as to the facts recited therein.
Section 6. Effective Date. This resolution will be effective upon execution by the President
and Executive Director following authorization by the board of commissioners of the EDA.
Adopted by the board of commissioners of the Maplewood Economic Development Authority,
this ____ day of ________, 202___.
President
Executive Director
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EXHIBIT E TO
DEVELOPMENT AGREEMENT
FORM OF INVESTMENT LETTER
To the Maplewood Economic Development Authority (the “EDA”)
Attention: Executive Director
Dated: __________________, 201__
Re: $2,237,754 Tax Increment Revenue Note (2501 Londin Lane Project)
The undersigned, as Purchaser of $2,237,754 in principal amount of the above-captioned
Tax Increment Revenue Note (2501 Londin Lane Project) (the “Note”), approved by the Board of
Commissioners of the Maplewood Economic Development Authority on ______________,
202__, hereby represents to you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota,
as legal counsel to the EDA, as follows:
1. We understand and acknowledge that the Note is delivered to the Purchaser on this
date pursuant to the Contract for Private Development by and between the EDA and the Purchaser
dated __________________, 2021 (the “Agreement”).
2. The Note is payable solely from Available Tax Increment pledged to the Note, as
defined therein.
3. We have sufficient knowledge and experience in financial and business matters,
including purchase and ownership of municipal obligations, to be able to evaluate the risks and
merits of the investment represented by the purchase of the above-stated principal amount of the
Note.
4. We acknowledge that no offering statement, prospectus, offering circular or other
comprehensive offering document or disclosure containing material information with respect to
the EDA and the Note has been issued or prepared by the EDA, and that, in due diligence, we have
made our own inquiry and analysis with respect to the EDA, the Note and the security therefor,
and other material factors affecting the security and payment of the Note.
5. We acknowledge that we have either been supplied with or have access to
information, including financial statements and other financial information, to which a reasonable
investor would attach significance in making investment decisions, and we have had the
opportunity to ask questions and receive answers from knowledgeable individuals concerning the
EDA, 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.
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6. We have been informed that the Note (i) is not being registered or otherwise
qualified for sale under the “Blue Sky” laws and regulations of any state, or under federal securities
laws or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will
carry no rating from any rating service.
7. We acknowledge that the EDA and Kennedy & Graven, Chartered, as legal counsel
to the EDA, have not made any representations or warranties as to the status of payments on the
Note for the purpose of federal or state income taxation.
8. We represent to you that we are purchasing the Note for our own account and not
for resale or other distribution thereof, except to the extent otherwise provided in the Note or as
otherwise approved in writing by the EDA.
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.
REE MAPLEWOOD APARTMENTS LLC
By: ___________________________
________________,
STATE OF MINNESOTA )
) ss.
COUNTY OF___________ )
The foregoing instrument was executed before me this _____ day of _______________,
2021, by ___________________, the _________ of REE Maplewood Apartments LLC, a
Minnesota limited liability company, on behalf of the company.
____________________________________
Notary Public
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EXHIBIT F TO
DEVELOPMENT AGREEMENT
FORM OF DECLARATION OF RESTRICTIVE COVENANTS
THIS DECLARATION OF RESTRICTIVE COVENANTS, dated this ___ day of
_____________, 202_ (the “Declaration”), by Ree Maplewood Apartments LLC, a Minnesota
limited liability company (the “Developer”), is given for the benefit of the Maplewood Economic
Development Authority, a public body corporate and politic under the laws of Minnesota (the
“EDA”).
RECITALS
WHEREAS, the EDA and the Developer entered into that certain Contract for Private
Development, dated __________, 2021, (the “Agreement”); and
WHEREAS, pursuant to the Agreement, the Developer is obligated to cause construction
of a 148-unit mixed income workforce housing project, and all related amenities and
improvements (the “Project”) to be located on the property described in Exhibit A attached hereto
(the “Development Property”), and to cause compliance with certain affordability covenants
described in Section 4.5 of the Agreement; and
WHEREAS, Section 4.5 of the Agreement requires that the Developer cause to be executed
an instrument in recordable form substantially reflecting the covenants set forth in that section of
the Agreement; and
WHEREAS, the Developer intends, declares, and covenants that the restrictive covenants
set forth herein will be and are covenants running with the Development Property for the term
described herein and binding upon all subsequent owners of the Development Property for the
term described herein, and are not merely personal covenants of the Developer; and
WHEREAS, capitalized terms in this Declaration have the meaning provided in the
Agreement unless otherwise defined herein.
NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth,
and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Developer agrees as follows:
1. Term of Restrictions.
(a) Occupancy and Rental Restrictions. The term of the Occupancy Restrictions set
forth in Section 3 of this Declaration will commence on the date a permanent certificate of
occupancy is received from the City for all Rental Housing Units on the Development Property
and continue through the Declaration Termination Date defined below (the “Qualified Project
Period”).
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(b) Termination of Declaration. This Declaration shall terminate upon (i) the date the
TIF District is terminated in accordance with the TIF Act, (ii) the date the Note is paid in full; or
(iii) the date the EDA cancels the Note upon a written request for termination by the Developer
and the EDA determines, in its sole discretion, that such termination will not limit or interfere with
the EDA’s ability to pool Tax Increment generated within the TIF District for affordable housing
in accordance with the TIF Act, whichever occurs first.
In addition, in the event of foreclosure or transfer of title by deed in lieu of foreclosure,
upon completion of the foreclosure and expiration of the applicable mortgagee redemption period,
or recording of a deed in lieu of foreclosure, any mortgagee (or any assignee of the mortgagee) or
any purchasers at or after foreclosure thereof, by the successful bidder at the sale, to the title to the
Development Property, may terminate this Declaration, by providing written notice to the EDA
and by filing a termination document in the applicable real property records in Ramsey County,
and thereafter this Declaration shall be of no further force and effect; provided, however, that the
preceding provisions of this sentence shall cease to apply and the restrictions contained herein
shall be reinstated if, at any time subsequent to the termination of this Declaration as the result of
the foreclosure, or the delivery of a deed in lieu of foreclosure, or a similar event, the Developer
or any related person (within the meaning of Section 1.103-10(e) of the Treasury Regulations)
obtains an ownership interest in the Project for federal income tax purposes.
Each of the events set forth in the first two paragraphs of this Section 1(b) are referred to
individually and collectively herein as the “Declaration Termination Date.” The EDA will
terminate the Note if this Declaration is terminated prior to full payment of the Note.
(c) Removal from Real Estate Records. After the Declaration Termination Date of this
Declaration, the EDA will, upon request by the Developer or its assigns, file any document
appropriate to remove this Declaration from the real estate records of Ramsey County, Minnesota.
2. Project Restrictions.
(a) The Developer represents, warrants, and covenants that:
(i) All leases of Rental Housing Units to Qualifying Tenants (as defined in
Section 3(a) hereof) will contain clauses, among others, wherein each individual lessee:
(1) Certifies the accuracy of the statements made in its application and
Eligibility Certification (as defined in Section 3(b) hereof); and
(2) Agrees that the family income at the time the lease is executed will
be deemed a substantial and material obligation of the lessee’s tenancy; that the
lessee will comply promptly with all requests for income and other information
relevant to determining low or moderate income status from the Developer or the
EDA, and that the lessee’s failure or refusal to comply with a request for
information with respect thereto will be deemed a violation of a substantial
obligation of the lessee’s tenancy.
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(b) The Developer will permit any duly authorized representative of the EDA to inspect
the books and records of the Developer pertaining to the income of Qualifying Tenants residing in
the Project.
3. Occupancy Restrictions. The Developer represents, warrants, and covenants that:
(a) Qualifying Tenants. Throughout the Qualified Project Period, (i) all of the Rental
Housing Units shall be administered in accordance with 42 USC Section 3607(b) and Minnesota
Statutes, Section 363A.21, subdivision 2; and (ii) at least 40 percent (60) of the Rental Housing
Units shall be occupied (or treated as occupied as provided herein) or held vacant and available
for occupancy by Qualifying Tenants. “Qualifying Tenants” means those persons and families
who are determined from time to time by the Developer to have combined adjusted income that
does not exceed 60% of the median income for the standard metropolitan statistical area which
includes Maplewood, Minnesota, as that figure is determined and announced from time to time by
HUD, as adjusted for family size (the “Median Income”) for the applicable calendar year. For
purposes of this definition, the occupants of a Rental Housing Unit will not be deemed to be
Qualifying Tenants if all the occupants of such Rental Housing Unit at any time are “students,” as
defined in Section 152(f)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), not
entitled to an exemption under the Code. The determination of whether an individual or family is
of low or moderate income will be made at the time the tenancy commences and on an ongoing
basis thereafter, determined at least annually. If during their tenancy a Qualifying Tenant’s income
exceeds 140% of the Median Income, the next available Rental Housing Unit (determined in
accordance with the Code andapplicable regulations) (the “Next Available Unit Rule”) must be
leased to a Qualifying Tenant or held vacant and available for occupancy by a Qualifying Tenant.
If the Next Available Unit Rule is violated, the Rental Housing Unit will not continue to be treated
as a Qualifying Unit.
(b) Certification of Tenant Eligibility. As a condition to initial and continuing
occupancy, each person who is intended to be a Qualifying Tenant will be required annually to
sign and deliver to the Developer a Certification of Tenant Eligibility substantially in the form
attached as Exhibit B hereto, or in any other form as may be approved by the EDA (the “Eligibility
Certification”), in which the prospective Qualifying Tenant certifies as to having a qualifying low
or moderate income. The Qualifying Tenant will be required to provide whatever other
information, documents, or certifications are deemed necessary by the EDA to substantiate the
Eligibility Certification, on an ongoing annual basis, and to verify that the tenant continues to be
a Qualifying Tenant within the meaning of Section 3(a) hereof. Eligibility Certifications will be
maintained for the duration of the Qualified Project Period on file by the Developer with respect
to each Qualifying Tenant who resides in a Rental Housing Unit or resided therein during the
Qualified Project Period.
(c) Lease. The form of lease to be utilized by the Developer in renting any Rental
Housing Units in the Project to any person who is intended to be a Qualifying Tenant will provide
for termination of the lease and consent by the person to immediate eviction for failure to qualify
as a Qualifying Tenant as a result of any material misrepresentation made by the person with
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respect to the Eligibility Certification. The Developer covenants and agrees that during the
Qualified Project Period it will not increase the rent charged to any tenant of a Rental Housing
Unit within the Project during such tenant’s lease term and, at any rate, will not increase the rent
charged to any tenant more than once in any 6-month period.
(d) Annual Report. The Developer covenants and agrees that during the term of this
Declaration, it will prepare and submit to the EDA on or before July 1 of each year, a certificate
substantially in the form of Exhibit C attached hereto, executed by the Developer, (a) identifying
the tenancies and the dates of occupancy (or vacancy) for all Qualifying Tenants in the Project,
including the number and percentage of the Rental Housing Units of the Project which were
occupied by Qualifying Tenants (or held vacant and available for occupancy by Qualifying
Tenants) at all times during the year preceding the date of the certificate; (b) describing all transfers
or other changes in ownership of the Project or any interest therein; and (c)stating, that to the best
knowledge of the person executing the certificate after due inquiry, all the Rental Housing Units
were rented or available for rental on a continuous basis during the year to members of the general
public and that the Developer was not otherwise in default under this Declaration during the year.
(e) Notice of Non-Compliance. The Developer will immediately notify the EDA if at
any time during the term of this Declaration fewer than 40 percent (60) of the Rental Housing
Units in the Project are occupied or available for occupancy as required by the terms of this
Declaration.
4. Transfer Restrictions. The Developer covenants and agrees that the Developer will
cause or require as a condition precedent to any conveyance, transfer, assignment, or any other
disposition of the Project prior to the termination of the Occupancy Restrictions provided herein
(the “Transfer”) that the transferee of the Project pursuant to the Transfer assume in writing, in a
form acceptable to the EDA, all duties and obligations of the Developer under this Declaration,
including this Section 4, in the event of a subsequent Transfer by the transferee prior to expiration
of the Rental Restrictions and Occupancy Restrictions provided herein (the “Assumption
Agreement”). The Developer will deliver the Assumption Agreement to the EDA prior to the
Transfer.
5. Enforcement.
(a) The Developer will permit, during normal business hours and upon reasonable
notice, any duly authorized representative of the EDA to inspect any books and records of the
Developer regarding the Project with respect to the incomes of Qualifying Tenants.
(b) The Developer will submit any other information, documents or certifications
requested by the EDA which the EDA deems reasonably necessary to substantiate the Developer’s
continuing compliance with the provisions specified in this Declaration.
(c) The Developer acknowledges that the primary purpose for requiring compliance by
the Developer with the restrictionsprovided in this Declaration is to ensure compliance of the
property with the housing affordability covenants set forth in Section 4.5 of the Agreement, and
by reason thereof, the Developer, in consideration for assistance provided by the EDA under the
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Agreement that makes possible the construction of the Project (as defined in the Agreement) on
the Development Property, hereby agrees and consents that the EDA will be entitled, for any
breach of the provisions of this Declaration, and in addition to all other remedies provided by law
or in equity, to enforce specific performance by the Developer of its obligations under this
Declaration in a state court of competent jurisdiction. The Developer hereby further specifically
acknowledges that the EDA cannot beadequately compensated by monetary damages in the event
of any default hereunder.
(d) The Developer understands and acknowledges that, in addition to any remedy set
forth herein for failure to comply with the restrictions set forth in this Declaration, the EDA may
exercise any remedy available to it under Article VIII of the Agreement.
6. Indemnification. The Developer hereby indemnifies, and agrees to defend and hold
harmless, the EDA from and against all liabilities, losses, damages, costs, expenses (including
attorneys’ fees and expenses), causes of action, suits, allegations, claims, demands, and judgments
of any nature arising from the consequences of a legal or administrative proceeding or action
brought against them, or any of them, on account of any failure by the Developer to comply with
the terms of this Declaration, or on account of any representation or warranty of the Developer
contained herein being untrue.
7. Agent of the EDA. The EDA will have the right to appoint an agent to carry out
any of its duties and obligations hereunder, and will inform the Developer of any agency
appointment by written notice.
8. Severability. The invalidity of any clause, part or provision of this Declaration will
not affect the validity of the remaining portions thereof.
9. Notices. All notices to be given pursuant to this Declaration must be in writing and
will be deemed given when mailed by certified or registered mail, return receipt requested, to the
parties hereto at the addresses set forth below, or to any other place as a party may from time to
time designate in writing. The Developer and the EDA may, by notice given hereunder, designate
any further or different addresses to which subsequent notices, certificates, or other
communications are sent. The initial addresses for notices and other communications are as
follows:
To the EDA: Maplewood Economic Development Authority
1830 County Road B East
Maplewood, MN 55109
Attn: Executive Director
and with a copy to: Kennedy & Graven, Chartered
150 South Fifth Street
Suite 700
Minneapolis, MN 55402
Attn: Ronald H. Batty
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To the Developer: REE Maplewood Apartments LLC
579 Selby Avenue
St. Paul, MN 55102
Attn: __________________
10. Governing Law. This Declaration is governed by the laws of the State of Minnesota
and, where applicable, the laws of the United States of America.
11. Attorneys’ Fees. In case any action at law or in equity, including an action for
declaratory relief, is brought against the Developer to enforce the provisions of this Declaration,
the Developer agrees to pay the reasonable attorneys’ fees and other reasonable expenses paid or
incurred by the EDA in connection with the action.
12. Declaration Binding. This Declaration and the covenants contained herein will run
with the Development Property and will bind the Developer and its successors and assigns and all
subsequent owners of the Development Property or any interest therein, and the benefits will inure
to the EDA and its successors and assigns untilthe Declaration Termination Date of this
Declaration as provided in Section 1(b) hereof.
* * * * * *
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IN WITNESS WHEREOF, the Developer has caused this Declaration of Restrictive
Covenants to be signed by its respective duly authorized representatives, as of the day and year
first written above.
REE MAPLEWOOD APARTMENTS LLC
By:
_______________,
STATE OF MINNESOTA )
) SS.
COUNTY OF ________ )
The foregoing instrument was executed before me this _____ day of _______________,
202_, by ___________________, the _________ of REE Maplewood Apartments LLC, a
Minnesota limited liability company, on behalf of the company.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Kennedy & Graven, Chartered (RHB)
150 South Fifth Street
Suite 700
Minneapolis, MN 55402
(612) 337-9300
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This Declaration is acknowledged and consented to by:
MAPLEWOOD ECONOMIC DEVELOPMENT
AUTHORITY
By
Its President
By
Its Executive Director
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this ____ day of _____________,
202_, by _____________ and ____________, 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 EDA.
Notary Public
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Exhibit A to Declaration of Restrictive Covenants
Description
The land subject to the foregoing Restrictive Covenants is legally described as follows:
Part of the Northwest ¼ of the Northeast ¼ of Section 12, Township 28, Range 22 lying
Southwesterly of New Lower Afton Road and lying Northerly and Northwesterly of
Londin Lane, Ramsey County, Minnesota.
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Exhibit B to Declaration of Restrictive Covenants
Certificationof Tenant Eligibility
TENANT INCOME CERTIFICATION Effective Date: _________________________
Move-in Date: __________________________
(MM/DD/YY): _________________________
Initial Certification Recertification Other
_______________
PART I. DEVELOPMENT DATA
Property Name:County: BIN #:
_______________
____________ ApartmentsRamsey
# Bedrooms:
Address: Unit Number: ________________
___________
2501 Londin Lane E., Maplewood, Minnesota
PART II. HOUSEHOLD COMPOSITION
HHFirst Name & Relationship to Date of Birth F/T StudentSocial Security
Middle Initial Head of (MM/DD/YY) or Alien Reg.
Br # Last Name (Y or N)
Household No.
1 HEAD
2
3
4
5
6
PART III. GROSS ANNUAL INCOME (USE ANNUAL AMOUNTS)
HH (A) (B) (C) (D)
Br # Employment or Wages Soc. Security / Pensions Public Assistance Other Income
TOTAL$ $ $$
Add totals from (A) through (D) above TOTAL INCOME (E): $
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PART IV. INCOME FROM ASSETS
HH (F) (G) (H) (I)
Mbr#
Type of Asset C/I Cash Value of Asset Annual Income from Asset
TOTALS:$$
Enter Column (H) Total Passbook Rate
if over $5,000 $________________ x 2.00 % = (J) Imputed Income $
Enter the greater of the total column I, or J: imputed income TOTAL INCOME FROM ASSETS (K)
$
(L) Total Annual Household Income from all sources \[Add (E) + (K)\] $
HOUSEHOLD CERTIFICATION & SIGNATURES
The information on this form will be used to determine maximum income eligibility. I/we have provided for each
person(s) set forth in Part II acceptable verification of current anticipated annual income. I/we agree to notify the
landlord immediately upon any member of the household moving out of the unit or any new member moving in. I/we
agree to notify the landlord immediately upon any member becoming a full-time student.
Under penalties of perjury, I/we certify that the information presented in this Certification is true and accurate to the
best of my/our knowledge and belief. The undersigned further understands that providing false representations herein
constitutes an act of fraud. False, misleading or incomplete information may result in the termination of the lease
agreement.
_________________________ _____________________________________________ ____________________
Signature (Date) Signature (Date)
_________________________ _____________________________________________ ____________________
Signature (Date) Signature (Date)
PART V. DETERMINATION OF INCOME ELIGIBILITY
TOTAL ANNUAL HOUSEHOLD Household Meets RECERTIFICATION ONLY:
$
INCOME FROM ALL SOURCES Income Restriction
From Item (L) on page 1 at: Current Income Limit x 140%
60% 50%
40% 30%
$
__________________________________
___%
Current Income Limit per Family Size: $
_________________
Household income exceeds 140% at
recertification:
Yes No
Household Income at Move-in
$__________________
Household Size at Move-in:
_____________
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PART VI. RENT
Not Applicable
PART VII. STUDENT STATUS
ARE ALL OCCUPANTS FULL-TIME If yes, enter student explanation** Student explanation:
STUDENTS? (also attach documentation) 1. TANF assistance
2. Job training program
Enter
yes no 3. Single parent/dependent child
1-4
4. Married/joint return*
*Exception for married/joint return is the only exception available for units necessary to qualify tax-exempt bonds.
PART VIII. PROGRAM TYPE
Mark the program(s) listed below (a. through e.) for which this household’s unit will be counted toward the property’s occupancy
requirements. Under each program marked, indicate the household’s income status as established by this certification/recertification
a. Tax Credit b. HOME c. Tax Exempt d. AHDP e. ____________
(Name of Program)
See Part V above. Income Status Income Status Income Status Income Status
50% AMGI __________
60% AMGI MGI __________
80% AMGI
I ** 0I **
** Upon recertification, household was determined over income (OI) according to eligibility requirements of the program(s) marked
above.
SIGNATURE OF
OWNER /
REPRESENTATIVE
Based on the representations herein and upon the proofs and documentation required to be submitted, the
individual(s) named in Part II of this Tenant Income Certification is/are eligible under the provisions of Section 42
of the Internal Revenue Code, as amended, and the Regulatory Agreement (if applicable), to live in a unit in this
Project.
________________________________________________ ________________
SIGNATURE OF OWNER / REPRESENTATIVE DATE
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INSTRUCTIONS FOR COMPLETING
TENANT INCOME CERTIFICATION
This form is to be completed by the owner or an authorized representative.
Part I – Development Data
Check the appropriate box for Initial Certification (move-in), Recertification (annual
recertification), or Other. If Other, designate the purpose of the recertification (i.e., a unit transfer,
a change in household composition, or other state-required recertification).
Move-in Date Enter the date the tenant has or will take occupancy of the unit.
Effective Date Enter the effective date of the certification. For move-in, this should be the
move-in date. For annual recertification, this effective date should be no
later than one year from the effective date of the previous (re)certification.
Property Name Enter the name of the development.
County Enter the county (or equivalent) in which the building is located.
BIN # Enter the Building Identification Number (BIN) assigned to the building
(from IRS Form 8609).
Address Enter the street address.
Unit Number Enter the unit number.
# Bedrooms Enter the number of bedrooms in the unit.
Part II – Household Composition
List all occupants of the unit. State each household member’s relationship to the head of the
household by using one of the following coded definitions:
H Head of household S Spouse
A Adult co-tenant O Other family member
C Child F Foster child
L Live-in caretaker N None of the above
Enter the date of birth, student status, and Social Security number or alien registration number for
each occupant.
If there are more than seven occupants, use an additional sheet of paper to list the remaining
household members and attach it to the certification.
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Part III – Annual Income
See HUD Handbook 4350.3 for complete instructions on verifying and calculating income,
including acceptable forms of verification.
From the third party verification forms obtained from each income source, enter the gross amount
anticipated to be received for the 12 months from the effective date of the (re)certification.
Complete a separate line for each income-earning member. List the respective household member
number from PartII.
Column (A) Enter the annual amount of wages, salaries, tips, commissions, bonuses, and
other income from employment; distributed profits and/or net income from
a business.
Column (B) Enter the annual amount of Social Security, Supplemental Security Income,
pensions, military retirement, etc.
Column (C) Enter the annual amount of income received from public assistance (i.e.,
TANF, general assistance, disability, etc.)
Column (D) Enter the annual amount of alimony, child support, unemployment benefits,
or any other income regularly received by the household.
Row (E)Add the totals from columns (A) through (D) above. Enter this amount.
Part IV – Income from Assets
See HUD Handbook 4350.3 for complete instructions on verifying and calculating income from
assets, including acceptable forms of verification.
From the third party verification forms obtained from each asset source, list the gross amount
anticipated to be received during the 12 months from the effective date of the certification. List
the respective household member number from Part II and complete a separate line for each
member.
Column (F) List the type of asset (i.e., checking account, savings account, etc.)
Column (G) Enter C (for current, if the family currently owns or holds the asset), or I
(for imputed, if the family has disposed of the asset for less than fair market
value within two years of the effective date of (re)certification).
Column (H) Enter the cash value of the respective asset.
Column (I) Enter the anticipated annual income from the asset (i.e., savings account
balance multiplied by the annual interest rate).
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TOTALS Add the total of Column (H) and Column (I), respectively.
If the total in Column (H) is greater than $5,000, you must do an imputed calculation of asset
income. Enter the Total Cash Value, multiply by 2% and enter the amount in (J), Imputed Income.
Row (K) Enter the Greater of the total in Column (I) or (J)
Row (L)Total Annual Household Income from All Sources Add (E) and (K) and
enter the total
F-B-6
MA745-33-720745.v5
EDA Special Meeting Packet Page Number 60 of 85
G1, Attachment 2
Exhibit C to Declaration of Restrictive Covenants
Certificate of
Continuing Program Compliance
Date: ___________________
The following information with respect to the Project located at 2501 Londin Lane E.,
Maplewood, Minnesota (the “Project”), is being provided by REE Maplewood Apartments LLC (the
“Owner”) to the Maplewood Economic Development Authority (the “EDA”), pursuant to that certain
Declaration of Restrictive Covenants, dated the ____ day of ____________, 202_ (the
“Declaration”), with respect to the Project:
(A) The total number of Rental Housing Units which are available for occupancy
is 148. The total number of these units occupied is _________________.
(B) The following Rental Housing Units (identified by unit number) are currently
occupied by “Qualifying Tenants” as the term is defined in the Declaration (for a total of 60
units):
One bedroom
Two bedroom
Three bedroom
(C) The following Rental Housing Units which are included in (B) above, have
been re-designated as Rental Housing Units for Qualifying Tenants since _______________,
20___, the date on which the last “Certificate of Continuing Program Compliance” was filed
with the EDA by the Owner:
UnitPrevious DesignationReplacing
Numberof Unit (if any)Unit Number
___________ _________________ _________________
_____________________________________________
F-C-7
MA745-33-720745.v5
EDA Special Meeting Packet Page Number 61 of 85
G1, Attachment 2
(D) The following Rental Housing Units are considered to be occupied by
“Qualifying Tenants”, as the term is defined in the Declaration based on the information set
forth below (for a total of at least 60 units):
Last Number Date
Unit Name of of Number Total Date of Age Vacated and
Number Tenant Persons of Adjusted Initial Held for
Residing Bedrooms Gross Occupancy Qualifying
in the Income Tenants, if
Unit Applicable
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
\[expand to cover 99 units for Qualifying Tenants\]
(E) The Owner has obtained a “Certification of Tenant Eligibility,” in the form
provided as Exhibit B to the Declaration, from each Tenant named in (D) above, and each
such Certificate is being maintained by the Owner in its records with respect to the Project.
Attached hereto is the most recent “Certification of Tenant Eligibility” for each Tenant named
in (D) above who signed such a Certification since ______________, 20___, the date on
F-C-8
MA745-33-720745.v5
EDA Special Meeting Packet Page Number 62 of 85
G1, Attachment 2
which the last “Certificate of Continuing Program Compliance” was filed with the EDA by
the Owner.
(F)In renting the Rental Housing Unitsin the Project, the Owner has not given
preference to any particular group or class of persons (except for persons who qualify as
Qualifying Tenants and persons meeting the minimum age restrictions); and none of the units
listed in (D) above has been rented for occupancy entirely by students, no one of which is
entitled to file a joint return for federal income tax purposes. All of the Rental Housing Units
in the Project have been rented pursuant to a written lease, and the term of each lease is at
least 12 months.
(G) The information provided in this “Certificate of Continuing Program
Compliance” is accurate and complete, and no matters have come to the attention of the
Owner which would indicate that any of the information provided herein, or in any
“Certification of Tenant Eligibility” obtained from the Tenants named herein, is inaccurate or
incomplete in any respect.
(H) The Project is in continuing compliance with the Declaration.
(I) The Owner certifies that as of the date hereof at lease 40 percent (60) of the
residential dwelling units in the Project are occupied or held open for occupancy by
Qualifying Tenants, as defined and provided in the Declaration.
(J) The Project is in continuing compliance with the Declaration.
IN WITNESS WHEREOF, I have hereunto affixed my signature, on behalf of the Owner, on
____________________, 20__.
REE MAPLEWOOD APARTMENTS LLC
By: ____________________________
Its: ____________________________
F-C-9
MA745-33-720745.v5
EDA Special Meeting Packet Page Number 63 of 85
G1, Attachment 3
RESOLUTION _________
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION AUTHORIZING INTERFUND LOAN FOR
ADVANCE OF CERTAIN COSTS IN CONNECTION WITH
TAX INCREMENT FINANCING DISTRICT NO. 1-15
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. 1-15 (the “TIF District”),
pursuant to Minnesota Statutes, Sections 469.174 through 469.1794, as amended (the “TIF Act”).
1.02. MEDA has and will incur 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 in accordance with the terms of this resolution (the
“Interfund Loan”).
Section 2. Interfund Loan Authorized.
2.01. MEDA hereby authorizes the advance of up to $50,000 from the General 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 4.0 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
in accordance with the TIF Act. Payments shall be applied first to accrued interest, and then to unpaid
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.
MA745-33-756032.v1
EDA Special Meeting Packet Page Number 64 of 85
G1, Attachment 3
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 determine 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.
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 the Maplewood Economic Development Authority this
th
25 day of October, 2021.
William Knutson, President
ATTEST:
Melinda Coleman, Executive Director
2
MA745-33-756032.v1
EDA Special Meeting Packet Page Number 65 of 85
G1, Attachment 4
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EDA Special Meeting Packet Page Number 68 of 85
G1, Attachment 4
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G1, Attachment 4
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G1, Attachment 4
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EDA Special Meeting Packet Page Number 73 of 85
G1, Attachment 4
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EDA Special Meeting Packet Page Number 74 of 85
G1, Attachment 4
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EDA Special Meeting Packet Page Number 75 of 85
G1, Attachment 4
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EDA Special Meeting Packet Page Number 76 of 85
G1, Attachment 4
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Uby!Jodsfnfou!Gjobodjoh!Ejtusjdu!Op/!2.2621!
EDA Special Meeting Packet Page Number 77 of 85
G1, Attachment 4
Bqqfoejy!B;!!Nbq!pg!Efwfmpqnfou!Ejtusjdu!Op/!2!boe!uif!UJG!
Ejtusjdu!
!
Nbqmfxppe!Fdpopnjd!Efwfmpqnfou!Bvuipsjuz!!
Uby!Jodsfnfou!Gjobodjoh!Ejtusjdu!Op/!2.2622!
EDA Special Meeting Packet Page Number 78 of 85
G1, Attachment 4
Bqqfoejy!C;!!Ftujnbufe!Dbti!Gmpx!gps!uif!Ejtusjdu
!
Nbqmfxppe!Fdpopnjd!Efwfmpqnfou!Bvuipsjuz!!
Uby!Jodsfnfou!Gjobodjoh!Ejtusjdu!Op/!2.2623!
EDA Special Meeting Packet Page Number 80 of 85
G1, Attachment 4
EDA Special Meeting Packet Page Number 81 of 85
G1, Attachment 4
EDA Special Meeting Packet Page Number 82 of 85
G1, Attachment 4
EDA Special Meeting Packet Page Number 83 of 85
G1, Attachment 4
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Uby!Jodsfnfou!Gjobodjoh!Ejtusjdu!Op/!2.2624!
EDA Special Meeting Packet Page Number 84 of 85
G1, Attachment 4
Uijt!gjoejoh!jt!kvtujgjfe!po!uif!hspvoet!uibu!uif!dptut!pg!bdrvjtjujpo-!
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ipvtjoh!jogfbtjcmf!xjuipvu!uby!jodsfnfou!bttjtubodf/!Bmuipvhi!puifs!
qspkfdut!dpvme!qpufoujbmmz!cf!qspqptfe-!uif!Djuz!sfbtpobcmz!efufsnjoft!
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!
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dpogpsnt!up!uif!hfofsbm!efwfmpqnfou!qmbo!pg!uif!Djuz/!!
!
5/!Gjoejoh!uibu!uif!UJG!Qmbo!gps!Uby!Jodsfnfou!Gjobodjoh!Ejtusjdu!Op/!2.26!
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Nbqmfxppe!Fdpopnjd!Efwfmpqnfou!Bvuipsjuz!!
Uby!Jodsfnfou!Gjobodjoh!Ejtusjdu!Op/!2.2625!
EDA Special Meeting Packet Page Number 85 of 85
For the permanent record:
Meeting Date: 10/25/2021
Agenda Item G1, Additional Attachment
For the permanent record:
Meeting Date: 10/25/2021
Agenda Item G1, Additional Attachment
For the permanent record:
Meeting Date: 10/25/2021
Agenda Item G1, Additional Attachment
For the permanent record:
Meeting Date: 10/25/2021
Agenda Item G1, Additional Attachment
For the permanent record:
Meeting Date: 10/25/2021
Agenda Item G1, Additional Attachment
For the permanent record:
Meeting Date: 10/25/2021
Agenda Item G1, Additional Attachment
For the permanent record:
Meeting Date: 10/25/2021
Agenda Item G1, Additional Attachment
For the permanent record:
Meeting Date: 10/25/2021
Agenda Item G1, Additional Attachment