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HomeMy WebLinkAbout2023-09-11 EDA Meeting Packet AGENDA MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY MEETING 6:45 P.M. Monday, September 11, 2023 City Hall, Council Chambers A. CALL TO ORDER B. ROLL CALL C. APPROVAL OF AGENDA D. APPROVAL OF MINUTES 1. June 26, 2023 Economic Development Authority Special Meeting Minutes E. PUBLIC HEARING None F. UNFINISHED BUSINESS 1. Resolution Approving Issuance of TIF Note, Real Estate Equities, 2501 Londin Lane G. NEW BUSINESS None H. ADJOURNMENT RULES OF CIVILITY FOR THE CITY COUNCIL, BOARDS, COMMISSIONS AND OUR COMMUNITY Following are rules of civility the City of Maplewood expects of everyone appearing at the Meetings - elected officials, staff and citizens. It is hoped that by following these simple rules, everyone’s opinions can be heard and understood in a reasonable manner. We appreciate the fact that when appearing at Council meetings, it is understood that everyone will follow these principles: Speak only for yourself, not for other council members or citizens - unless specifically tasked by your colleagues to speak for the group or for citizens in the form of a petition. Show respect during comments and/or discussions, listen actively and do not interrupt or talk amongst each other. Be respectful of the process, keeping order and decorum. Do not be critical of council members, staff or others in public. Be respectful of each other’s time keeping remarks brief, to the point and non-repetitive. THIS PAGE IS INTENTIONALLY LEFT BLANK MEETINGMINUTES MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY SPECIAL MEETING Monday, June 26, 2023 Immediately Following the Conclusion of the City Council Meeting City Hall, Council Chambers A.CALL TO ORDER A special meeting of the Maplewood Economic Development Authority (EDA)was heldin the City Hall Council Chambers and was called to order at7:55 p.m. by President Abrams. B.ROLL CALL Marylee Abrams, PresidentPresent Rebecca Cave, CommissionerPresent Kathleen Juenemann, CommissionerAbsent Chonburi Lee, CommissionerPresent Nikki Villavicencio,CommissionerPresent C.APPROVAL OF AGENDA avemoved to approve the agendaas submitted. CommissionerC Seconded by CommissionerLeeAyes – All The motion passed. D.APPROVAL OF MINUTES 1.May 08, 2023 Economic Development AuthoritySpecial Meeting Minutes CommissionerLeemoved to approve the May 08, 2023 Economic Development AuthoritySpecial Meeting Minutes assubmitted. Seconded by CommissionerCave Ayes – All The motion passed. E.PUBLIC HEARING None F.UNFINISHED BUSINESS None. G.NEW BUSINESS 1.Tax Increment Financing District No. 1-17 a.Resolution Adopting a Tax Increment Financing Plan b.Contract for Private Development June 26, 2023 Maplewood Economic Development AuthoritySpecial Meeting Minutes 1 EDA Packet Page Number 1 of 17 c.Resolution Authorizing Interfund Loan Assistant Executive Director Parr gave the staff report. CommissionerCavemoved to approve the resolution adopting a Tax Increment Financing Plan for Tax Increment Financing District No. 1-17. Resolution23-06-0017 A RESOLUTION ADOPTING A MODIFICATION TO THE DEVELOPMENT DISTRICT PROGRAM FOR DEVELOPMENT DISTRICT NO. 1 AND THE TAX INCREMENT FINANCING PLAN FOR TAX INCREMENT FINANCING DISTRICT NO. 1-17 BE IT RESOLVED by the Maplewood Economic Development Authority as follows: Section 1. Recitals. 1.01.The Maplewood Economic Development Authority (“MEDA”) has been 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 July22, 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”), of 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 assistancewhen appropriatefor 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 redevelopment proposal regarding the properties at 1136 and 1160 Frost Avenue E and adjacent land on Phalen Place N, MEDAauthorized the preparation of a tax increment financing plan (the “TIF Plan”) for Tax Increment Financing District No. 1-17(the “TIF District”), which is contained in a document entitled “Modification to the Development Program for Development District No. 1 and Tax Increment Financing Plan for Tax Increment Financing District No. 1-17 (a redevelopment district)”,prepared by Ehlers and on file with MEDA. Section 2. Authority Approval. June 26, 2023 Maplewood Economic Development AuthoritySpecial Meeting Minutes 2 EDA Packet Page Number 2 of 17 2.01.Copiesof the modified Development Program and the TIF Plan weretransmitted to the board of Independent School District No.622and the board of commissioners of Ramsey County for review and comment and said public bodies werenotified of thepublichearing to be held on the modified Development Program and TIF Plan by the City on June 26, 2023. 2.02. MEDA finds that its objectives of encouraging development and redevelopment within the designated areaof Maplewoodwill be advanced by adoptionof the modified Development Program and the TIF Plan. 2.03. MEDA also finds that the modified Development Program and the TIF Plan are consistent with the City’s comprehensive plan. 2.04. The modified Development Program and the TIF Plan are 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 MinnesotaStatutes, 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 instruct Ehlers to request that the original tax capacity of the property within TIF District No. 1-17 be certified to MEDA by Ramsey County. Seconded by President AbramsAyes – All The motion passed. moved to approve the Contract for Private Development with Reuter CommissionerLee Walton Development. Seconded by CommissionerCaveAyes – All The motion passed. CommissionerCavemoved to approve the resolution authorizing an Interfund Loan for Advance of Certain Costs in Connection with Tax Increment Financing District No. 1-17. Resolution23-06-0018 RESOLUTION AUTHORIZING INTERFUND LOAN FORADVANCE OF CERTAINCOSTS IN CONNECTION WITHTAX INCREMENT FINANCING DISTRICT NO. 1-17 BE IT RESOLVED by the Board of Commissioners of the Maplewood Economic Development Authority (“MEDA”) as follows: Section 1.Background. June 26, 2023 Maplewood Economic Development AuthoritySpecial Meeting Minutes 3 EDA Packet Page Number 3 of 17 1.01.MEDA has established Tax Increment Financing District No. 1-17 (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 5.0 percent and will not fluctuate. 2.02.Principal and interest (the “Payments”) on the Interfund Loan shall be paid semiannually on each February 1 and August 1 (each a “Payment Date”), commencing on the first Payment Date on which MEDA has Available Tax Increment (defined below), or on any other dates determined by MEDA’s Executive Director, through the date of last receipt of tax increment from the TIF District. 2.03.Payments on the Interfund Loan are payable solely from Available Tax Increment, which shall mean, on each Payment Date, tax increment available after other obligations of the TIF District have been paid, or as determined by MEDA’s Executive Director, generated in the preceding six 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. 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. June 26, 2023 Maplewood Economic Development AuthoritySpecial Meeting Minutes 4 EDA Packet Page Number 4 of 17 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 accruedinterest 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 specifiedin 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. Seconded by CommissionerLeeAyes – All The motion passed. 2.Support of Affordable Housing Project, JB Vang – Gladstone Village II, 1880 English Street North a.Resolution Supporting Use of Tax Increment Financing b.Letter of Support from EDA President c.Acknowledgment of Receptivity of a Metropolitan Council LCA Funding Award Assistant Executive Director Parr gave the staff report. Schane Rudlang, with Ehlers, gave the presentation. CommissionerLeemoved to approve the Resolution of Support for the JB Vang Partners project at 1880 English Street North. Resolution 23-06-0019 SUPPORTING USE OF TAX INCREMENT FINANCING FOR A RENTAL June 26, 2023 Maplewood Economic Development AuthoritySpecial Meeting Minutes 5 EDA Packet Page Number 5 of 17 HOUSING DEVELOPMENT PROJECT WHEREAS, the Maplewood Economic Development Authority (the “EDA”) was created pursuant to the Economic Development Authorities Act, Minnesota Statutes, Sections 469.090 to 469.1080 (the “EDA Act”), and is authorized pursuant to Minnesota Statutes §469.174 to §469.1794 (the “TIF Act”) to use Tax Increment Financing to carry out the public purposes described herein; WHEREAS, the EDA has received a request to provide tax increment financing assistance to JB Vang Partners (or an affiliated entity, the “Developer”) for construction ofa 56-unit multifamily workforce rental housing apartment (the “Project”) to be located onapproximately 1.16 acres of land at 1880 English Street in Maplewood, Minnesota; and WHEREAS, in connection with its application to Minnesota Housing for tax credits for the Project, the Developer has requested that the EDA indicate its support of the use of tax increment financing for the Project. NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the Maplewood Economic Development Authority (the “Board”) as follows: The EDA supports the use of tax increment financing for the Project in an amount not to exceed $327,000 payable over approximately 26 years; provided, however, that authorization of tax increment financing for the Project is solely within the discretion of theCity Council after satisfaction of all conditions required pursuant to the EDA Act and theTIF Act, including without limitation, (i) a public hearing; (ii) determining that tax increment financing assistance is necessary for the Project; and (iii) verification of development financing need that substantiates that “but for” the use of tax increment financing the Project would be unable to proceed. Seconded by CommissionerVillavicencioAyes – All CommissionerCavemoved to approve the EDA President’s Letter of Support for the JB Vang Partners project at 1880 English Street North. Seconded by CommissionerLeeAyes – All CommissionerLeemoved to approve the Acknowledgement of Receptivity of the Metropolitan Council LCA Funding Award for the JB Vang Partners project at 1880 English Street North. Seconded by CommissionerCaveAyes – All 3.Cancellation of the July 10, 2023 EDA Meeting Assistant Executive Director Parr gave the staff report. avemoved to cancel the July 10, 2023EDA Meeting. CommissionerC June 26, 2023 Maplewood Economic Development AuthoritySpecial Meeting Minutes 6 EDA Packet Page Number 6 of 17 Seconded by CommissionerLeeAyes – All The motion passed. H.ADJOURNMENT President Abramsadjourned the meeting at8:08p.m. June 26, 2023 Maplewood Economic Development AuthoritySpecial Meeting Minutes 7 EDA Packet Page Number 7 of 17 F1 MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITYSTAFF REPORT Meeting Date September 11, 2023 REPORT TO: Melinda Coleman, Executive Director REPORT FROM: Michael Martin, AICP, Assistant Community Development Director PRESENTER: Danette Parr, Community Development Director AGENDA ITEM: Resolution Approving Issuance of TIF Note, Real Estate Equities, 2501 Londin Lane Action Requested: MotionDiscussion Public Hearing Form of Action: Resolution OrdinanceContract/Agreement Proclamation Policy Issue: On October 25, 2021, the Economic Development Authority (EDA) approved a Tax Increment Financing (TIF) plan and a development agreement with Real Estate Equities, the developer of the former fire station at 2501 Londin Lane East. The approved TIF assistance facilitated the construction of 60 affordable housing units as part of the 148-unit building. Now that the construction of the project is complete, the developer is requesting EDA approval to issue the TIF note. Recommended Action: Motion to approve a resolution approving the issuance of TIF note for the 2501 Londin Lane East housing project. Fiscal Impact: Is There a Fiscal Impact?NoYes, the true or estimated cost is $0 Financing source(s):Adopted BudgetBudget ModificationNew Revenue Source Use of Reserves Other: Under the terms of the development agreement approved on October 25, 2021, 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 will 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: Community InclusivenessFinancial & Asset MgmtEnvironmental Stewardship Integrated CommunicationOperational EffectivenessTargeted Redevelopment The city sold the property for this development for fair market value, ensuring the city is a good steward of its capital assets. The proceeds from the sale were dedicated to the Fire Station Fund for the construction of the north fire station. In addition, the redevelopment project built by the buyer –148 units of housing – is consistent with the city’s 2040 comprehensive plan policies related to EDA Packet Page Number 8 of 17 F1 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 currently paid. The EDA can use the increment to repay debt or certain costs incurred by the city due to 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. Approved TIF Plan and Development Agreement The approved TIF Plan facilitated the construction of 60 affordable housing units at 60 percent 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 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 with an income that does not exceed 60 percent of the area median income. The restrictive covenant would be in place for the duration of the TIF note. The city’s attorney, financial consultant and staff have all reviewed the developer’s request to issue the TIF note and can confirm that all city fees have been paid, the developer has provided evidence of qualifying costs for reimbursement and the project has been constructed and completed to the city’s specifications and requirements. There are no concerns with the EDA approving the issuance of the TIF note. Attachments: 1.Resolution Approving Issuance of TIF Note 2.Location Map EDA Packet Page Number 9 of 17 F1, Attachment 1 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 2023B 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 2023B (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 4.60% per annum. 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 reimbursement of the Owner’s costs in accordance with the terms of Sections 3.2 and 3.3 of the Agreement. of Note. The Note will be in substantially the following form, with Section 2. Form the blanks to be properly filled in and the principal amount and payment schedule adjusted as of the date of issue: EDA Packet Page Number 10 of 17 F1, Attachment 1 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 2023B Date Rate of Original Issue 4.60% __________ 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 $2,237,754 with interest thereon at 4.60%, 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. Interest. Interest shall be simple, non-compounding interest at a rate of 4.60% per annum. 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 March 25, 2022 (the “Agreement”). Available Tax Increment will not include any Tax Increment if, as of any Payment Date, there is an uncured Event of Default by the Owner under the Agreement. 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 EDA Packet Page Number 11 of 17 F1, Attachment 1 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 September 11, 2023, 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 Minnesotaor 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 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. EDA Packet Page Number 12 of 17 F1, Attachment 1 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 Marylee Abrams, President Melinda Coleman, Executive Director EDA Packet Page Number 13 of 17 F1, Attachment 1 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: Patrick Ostrom Federal Tax ID #87-3375065 \[End of Form of Note\] 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. pon surrender for transfer of the Note duly endorsed by the (b) Transfer of Note. U 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 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 EDA Packet Page Number 14 of 17 F1, Attachment 1 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. EDA Packet Page Number 15 of 17 F1, Attachment 1 Section 4. Security Provisions. edge. The 4.01. Pl 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, th this 11 day of September, 2023. Marylee Abrams, President Melinda Coleman, Executive Director EDA Packet Page Number 16 of 17 F1, Attachment 2 EDA Packet Page Number 17 of 17