HomeMy WebLinkAbout2023-11-27 EDA Meeting Packet-Special Meeting
AGENDA
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
SPECIAL MEETING
6:45 P.M. Monday, November 27, 2023
City Hall, Council Chambers
A. CALL TO ORDER
B. ROLL CALL
C. APPROVAL OF AGENDA
D. APPROVAL OF MINUTES
1. November 13, 2023 Economic Development Authority Special Meeting Minutes
E. PUBLIC HEARING
None
F. UNFINISHED BUSINESS
None
G. NEW BUSINESS
1. Amended and Restated Contract for Private Development for Reuter Walton/Frost
Avenue Development Group at 1136 and 1160 Frost Avenue East
2. Cancellation of the December 11, 2023 EDA Meeting
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.
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MEETINGMINUTES
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
SPECIAL MEETING
6:30 P.M. Monday, November 13, 2023
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 at6:30p.m. by President
Abrams.
B.ROLL CALL
Marylee Abrams, PresidentPresent
Rebecca Cave, CommissionerPresent
Kathleen Juenemann, CommissionerPresent
Chonburi Lee, CommissionerPresent
Nikki Villavicencio,CommissionerPresent
C.APPROVAL OF AGENDA
CommissionerLeemoved to approve the agenda as submitted.
Seconded by CommissionerJuenemann Ayes – All
The motion passed.
D.APPROVAL OF MINUTES
1.September 11, 2023 Economic Development AuthorityMeeting Minutes
CommissionerCavemoved to approve the September 11, 2023 Economic Development
AuthorityMeeting Minutes assubmitted.
Seconded by CommissionerJuenemann Ayes – All
The motion passed.
E.PUBLIC HEARING
None
F.UNFINISHED BUSINESS
None.
G.NEW BUSINESS
1.First Amendment to a Contract For Private Redevelopment for Reuter
Walton/Frost Avenue Development Group Project at 1136 and 1160 Frost
Avenue East
November 13, 2023
Maplewood Economic Development AuthoritySpecial Meeting Minutes
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Assistant Executive Director Parr gave the staff report. Jared Ackmann, with Reuter
Walton, provided further information.
CommissionerCavemoved to approve the First Amendment to a Contract for Private
Redevelopment for the Reuter Walton/Frost Avenue DevelopmentGroup project at 1136
and 1160 Frost Avenue East.
Seconded by CommissionerJuenemann Ayes – All
The motion passed.
2.Call for a Special Meeting of the EDA on November 27, 2023 Regarding the
Reuter Walton Project, 1136/1160 Frost Avenue East
Assistant Executive Director Parr gave the staff report.
CommissionerJuenemannmoved to call a special meeting of the EDA on November 27,
2023, at 6:45pm in the City Hall Council Chambers for the purpose of considering an
Assignment and Assumption Agreement related to the Reuter Walton project at
1136/1160 Frost Avenue East.
Seconded by CommissionerLeeAyes – All
3.Resolution Providing Approval of the 2024 Preliminary EDA Budget
Assistant TreasurerRueb gave the staff report.
CommissionerLeemoved to approve the resolution providing approval of the 2024
Preliminary EDA Budget, in the amount of $150,000, with a funding request of $150,000
from the City Council from the EDA Fund Balance.
Resolution 23-11-0021
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY RESOLUTION
RECOMMENDING APPROVAL OF THE 2024 PRELIMINARY EDA BUDGET
WHEREAS, State law requires the City of Maplewood to certify its preliminary
th
property tax levy to the County Auditor by September 30of each year; and
WHEREAS, the bylaws of the Maplewood Economic Development Authority
(EDA) require the EDA to submit an annual budget to the City Council for inclusion and
incorporation in the City’s annual budget and tax levy.
NOW THEREFORE BE IT RESOLVED that the Maplewood Economic Area
Development Authority (EDA) approves the 2024 Preliminary EDA Budget, in the amount
of $150,000, and recommends a request to the Maplewood City Council for funding from
the EDA Fund Balance in the amount of $150,000 for fiscal year 2024.
Seconded by CommissionerJuenemann Ayes – All
November 13, 2023
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4.2024 EDA Meeting Calendar
Assistant Executive Director Parr gave the staff report.
CommissionerJuenemannmoved toapprove the2024 EDA Meeting Calendar with
meetings on January 8, April 8, July 8, September 9, and December 9 in 2024.
Seconded by CommissionerVillavicencio Ayes – All
The motion passed.
H.ADJOURNMENT
President Abramsadjourned the meeting at6:43p.m.
November 13, 2023
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MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITYSTAFF REPORT
Meeting Date November 27, 2023
REPORT TO:
Melinda Coleman, Executive Director
REPORT FROM: Danette Parr, Assistant Executive Director
PRESENTER:
Danette Parr, Assistant Executive Director
AGENDA ITEM: Amended and Restated Contract for Private Redevelopment for Reuter
Walton/Frost Avenue Development Group at 1136 and 1160 Frost Avenue
East
Action Requested:MotionDiscussionPublic Hearing
Form of Action: Resolution OrdinanceContract/Agreement Proclamation
Policy Issue:
The Economic Development Authority (EDA) has received a request to amend a previously
approved contract for private redevelopment. The amended and restated language would allow for
the contract to be updated and reflect a new developer of the previously approved Reuter Walton
(also known as Frost Avenue Development Group) project at 1136/1160 Frost Avenue East.
Recommended Action:
Motion to approve the Amended and Restated Contract for Private Redevelopment for the Reuter
Walton/Frost Avenue Development Group project at 1136 and 1160 Frost Avenue East.
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: This request is for the purpose of allowing
a new developer to move forward with the redevelopment as previously approved.
Strategic Plan Relevance:
Community InclusivenessFinancial & Asset MgmtEnvironmental Stewardship
Integrated CommunicationOperational EffectivenessTargeted Redevelopment
The City has been supporting development projects as part of its Gladstone Neighborhood
redevelopment strategy. The 1136/1160 Frost Avenue property is located in the Gladstone
neighborhood. The city previously owned one of the parcels as part of its land acquisition and
assembly strategy to facilitate redevelopment consistent with the Gladstone Neighborhood
Redevelopment Plan.
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Background:
Project Overview
Reuter Walton Development previously received land use approvals for the redevelopment of
properties located at 1136 and 1160 Frost Avenue East. The project will include the demolition of
the former Maplewood Marine building at 1136 Frost Avenue, which will be combined with the
vacant property at 1160 Frost Avenue, in order to redevelop the site into a market-rate apartment
building. The building will be five stories of above-ground wood-framed construction and a floor of
underground parking. The entire building will be approximately 237,993 gross total square feet, with
an approximately 39,044 square foot footprint.
The 150-unit market-rate building includes the following approximate unit mix: 13 percent studios/
alcoves, 33 percent one-bedrooms, 15 percent one-bedrooms with a den, 28 percent two-
bedrooms, and 11 percent three-bedrooms. Parking is programmed at 1.62 stalls per unit overall—
of which, at least one stall per unit will be provided within a secured parking garage. A brick façade
will be used on lower levels, and cementitious trim boards will be used throughout the building.
Amenities include clubroom, fitness room, roof deck, outdoor pool, pickleball court, and dog run.
On June 26, 2023 Reuter Walton Development had Tax Increment Financing (TIF) approved for the
project, in the amount of $4.5 million to be repaid within 14 years, assuming 95% of the available
tax increment is paid on the note with an interest rate of 5.25%. The TIF Note is not a general
obligation of the city, and if the note is not repaid at the end of the 14 years, the City does not make
up the shortfall.
On November 13, 2023 the EDA adopted a First Amendment for Private Redevelopment to allow
for the modification of dates related to the commencement and completion of construction of the
project. Due to uncertainty in the marketplace and increased costs associated with financing the
approved project for 1136 and 1160 Frost Avenue East, Reuter Walton was granted additional time
to allow for the commencement of construction of the minimum improvements from December 31,
2023 to September 1, 2024 and the date of substantial completion from December 31, 2025 to
December 31, 2026.
Request
Reuter Walton Development has made the City aware that they intend to sell the 1136/1160 Frost
Avenue East project to Roers Companies to allow them to move forward with the redevelopment of
the site. Ehlers, the city’s financial advisor, has updated their review of the project with the new
ownership group and has no concerns (memo attached). The Roers Companies group has
indicated they fully intend to build the project as allowed by the December 12, 2022 land use
approvals and previously approved Contract for Private Redevelopment (letter attached). If the
EDA approves the request, Roers Companies will be allowed to assume the previous project
approvals and proceed with the redevelopment.
Attachments:
1.Amended And Restated Contract For Private Redevelopment
2.Letter From Roers Companies
3.Analysis of Updated Financial Request from Reuter Walton to Roers Companies
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G1, Attachment 1
Execution Copy
AMENDED AND RESTATED
CONTRACT
FOR
PRIVATE REDEVELOPMENT
By and Between
THE MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
and
ROERS 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 1
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 MEDA ......................................................................................5
Section 2.2. Representations and Warranties by the Redeveloper ...............................................6
ARTICLE III
Redevelopment Assistance
Section 3.1. Issuance of Pay-As-You-Go Note ...........................................................................6
Section 3.2. Conditions Precedent to Issuance of Note ...............................................................7
Section 3.3. Records ....................................................................................................................8
Section 3.4. Terms, Execution and Delivery of Note ..................................................................8
Section 3.5 Preparation and Delivery .........................................................................................9
Section 3.6 Security Provisions ..................................................................................................9
Section 3.7 Lookback Provisions and Reduction of Note ........................................................10
ARTICLE IV
Construction of Minimum Improvements, Infrastructure
Improvements and Site Improvements
Section 4.1. Construction of Minimum Improvements .............................................................10
Section 4.2. Commencement and Completion of Construction .................................................10
Section 4.3. Certificate of Completion ......................................................................................10
Section 4.4. Reconstruction of Minimum Improvements ..........................................................11
ARTICLE V
Business Subsidy; Park Dedication
Section 5.1. No Business Subsidy..............................................................................................11
Section 5.2. Park Dedication Fee ...............................................................................................11
ARTICLE VI
Payment of Taxes; Use of Tax Increment
Section 6.1. Taxes ......................................................................................................................11
Section 6.2. Right to Collect Delinquent Taxes .........................................................................11
Section 6.3. Reduction of Taxes ................................................................................................11
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Section 6.4. Use of Tax Increment.............................................................................................12
ARTICLE VII
Restrictions on Sale of Minimum Improvements
Section 7.1. Prohibition Against Sale of Minimum Improvements ...........................................12
ARTICLE VIII
Events of Default
Section 8.1. Events of Default Defined .....................................................................................13
Section 8.2. Remedies on Default ..............................................................................................13
Section 8.3. No Remedy Exclusive............................................................................................14
Section 8.4. No Additional Waiver Implied by One Waiver .....................................................14
ARTICLE IX
Additional Provisions
Section 9.1. Conflict of Interests; Representatives Not Individually Liable .............................14
Section 9.2. Restriction of Use .................................................................................................14
Section 9.3. Notices and Demands ............................................................................................14
Section 9.4. Counterparts ...........................................................................................................15
Section 9.5. Disclaimer of Relationships ...................................................................................15
Section 9.6. Amendment; Assignment.......................................................................................15
Section 9.7. Recording ...............................................................................................................15
Section 9.8. Release and Indemnification Covenants ................................................................15
Section 9.9. Titles of Articles and Sections ...............................................................................16
Section 9.10. Governing Law; Venue ..........................................................................................16
Section 9.11. Agreement Runs with the Land .............................................................................16
Section 9.12. Fees and Charges ...................................................................................................16
Section 9.13. Supersedes Previous Agreement ............................................................................16
TESTIMONIUM............................................................................................................................17
SIGNATURES ......................................................................................................................... 17-18
EXHIBIT A LEGAL DESCRIPTION OF THE REDEVELOPMENT PROPERTY
EXHIBIT B DEPICTION OF THE REDEVELOPMENT PROPERTY AND
MINIMUM IMPROVEMENTS
EXHIBIT C FORM OF CERTIFICATE OF COMPLETION
EXHIBIT D FORM OF NOTE
EXHIBIT E FORM OF INVESTMENT LETTER
EXHIBIT FESTIMATED TOTAL REDEVELOPMENT COSTS
EXHIBIT G LIST OF QUALIFIED COSTS
EXHIBIT HRELEASE BY FROST AVENUE GROUP, LLC
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AMENDED AND RESTATED CONTRACT FOR PRIVATE REDEVELOPMENT
This Amended and Restated Contract for Private Redevelopment (the “Agreement”) is
made this _____ day of ___________, 2023, by and between the Maplewood Economic
Development Authority, a public body corporate and politic under the laws of Minnesota, having
its principal office at 1830 County Road B E, Maplewood, Minnesota 55109-2702 (“Maplewood
Economic Development Authority” or “MEDA”), and Roers Maplewood Apartments LLC, a
Delaware limited liability company having its principal offices at Two Carlson Parkway N, Suite
400, Plymouth, MN 55447, (the “Redeveloper”).
WITNESSETH:
WHEREAS, MEDA finds there to exist within residential areas of the community
properties that have a blighting influence on surrounding properties and are structurally
substandard due to their poor physical condition or functional obsolescence and others with
remnants of previous developments which have not been completely removed and which, because
of those conditions, threaten the health, safety and welfare of the community; and
WHEREAS, MEDA finds that it is in the public interest, helpful for the tax base and
beneficial for the health, safety and welfare of the community as a whole to remove structurally
substandard buildings and to redevelop those properties and adjacent parcels in ways which will
expand the housing options available in the community; and
WHEREAS, MEDAfinds that, due to market conditions which exist today and are likely
to persist for the foreseeable future, the private sector alone is at times not able to accomplish
redevelopment of the type needed and, therefore, such will not occur without public intervention;
and
WHEREAS, in order to foster the type of redevelopment described above, the city of
Maplewood established Development District No. 1 and adopted a Development District Program
to implement the goals and objectives thereof,all pursuant to Minnesota Statutes, sections 469.124
through 469.133; and
WHEREAS, to implement the goals of the Development District Program, MEDA
established Tax Increment Financing District No. 1-17 and adopted a tax increment financing plan
related thereto, all pursuant to Minnesota Statutes, sections 469.174 through 469.1794; and
WHEREAS, on June 26, 2023, MEDA approved a Contract for Private Development with
Frost Avenue Group, LLC involving a project which MEDA believed to be in the vital and best
interests of Maplewood and the health, safety and welfare of its residents, and in accord with the
public purposes and provisions of the applicable state and local laws and requirements for which
Development District No. 1 and Tax Increment Financing District No. 1-17 were established; and
WHEREAS, said Contract for Private Development was executed by the parties but has
not been recorded in the land records of Ramsey County, Minnesota; and
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WHEREAS, due to changing market conditions since approval of the Contract for Private
Development, Frost Avenue Group, LLC has determined to sell the Property, as hereinafter
defined, to another redeveloper and to request modifications to the dates for beginning and
completing the Minimum Improvements which reflect the delay in the project; and
WHEREAS, MEDA and the Redeveloper wish to enter into the Amended and Restated
Contract for Private Development to reflect the changed conditions concerning the project.
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:
ARTICLE I
Definitions
Section 1.1. Definitions. In this Agreement the following terms shall have the meanings
given unless a different meaning clearly appears from the context:
“Administrative Costs” means the administrative expenses incurred by MEDA as defined
in section 469.174, subd. 14 of the TIF Act;
“Agreement” means this Amended and Restated Agreement, as the same may be from time
to time modified, amended, or supplemented.
“Available Tax Increment” means 95 percent of the Tax Increment paid to MEDA by the
County with respect to the Redevelopment Property and the Minimum Improvements.
“Certificate of Completion” means the certificate, in substantially the form attached hereto
as Exhibit D, which will be provided to the Redeveloper pursuant to Article IV of this Agreement.
“City” means the city of Maplewood, a municipal corporation under the laws of Minnesota.
“City Approvals” means, collectively, the comprehensive plan amendment, conditional use
permit, design review and right-of-way vacation granted by the City on December 12, 2022 to
facilitate construction of the Minimum Improvements.
“City Development Districts Act” means Minnesota Statutes, sections 469.124 through
469.133, as amended.
“County” means Ramsey County, Minnesota.
“Development District” means the City’s Development District No. 1.
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“Development District Program” or “Program” means the plan for development and
redevelopment of Development District No. 1, which was most recently modified by the City on
June 26, 2023.
“Economic Development Authorities Act” or “EDA Act” means Minnesota Statutes,
sections 469.090 through 469.108, as amended.
“Event of Default” means an action by the Redeveloper or MEDA listed in Article VIII of
this Agreement.
“Housing and Redevelopment Authorities Act” or “HRA Act” means Minnesota Statutes,
sections 469.001 through 469.047, as amended.
“Maplewood Economic Development Authority” or “MEDA” has the meaning set forth in
the preamble of this Agreement.
“Maturity Date” means the date the Note has been paid in full or terminated, whichever is
earlier.
“Minimum Improvements” means demolition of the current improvements and
construction of a market rate apartment building containing approximately 150 units on the
Redevelopment Property. After completion of the Minimum Improvements, the term shall mean
the Redevelopment Property as improved by the Minimum Improvements. The Minimum
Improvements are generally depicted on Exhibit B attached hereto.
“Note” means the taxable Tax Increment Revenue Note, in substantially the form attached
hereto as Exhibit D, to be delivered by MEDA to the Redeveloper pursuant to Article III of this
Agreement.
“Payment Date” means, with respect to the Note, the first February 1 or August 1 after
issuance of the Note and each February 1 and August 1 thereafter, not to exceed a total of 27 such
payment dates.
“Previous Agreement” means that certain Contract for Private Development by and
between MEDA and Frost Avenue Group, LLC which was approved by MEDA on June 26, 2023
and which is superseded and replaced by this Agreement.
“Qualifying Costs” means the cost, in an estimated amount of $4,500,000, incurred by the
Redeveloper related to completion of the Minimum Improvements which MEDA intends to
partially reimburse through issuance of the Note and which are listed on Exhibit G attached hereto.
“Redeveloper” has the meaning set forth in the preamble of this Agreement.
“Redevelopment Assistance” means the financial assistance to be offered by MEDA to the
Redeveloper through issuance of the Note.
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“Redevelopment Property” means the properties located at 1136 and 1160 Frost Avenue
E., 0 Phalen Place, and intervening rights-of-way upon which the Minimum Improvements will be
constructed. The property is legally described in Exhibit A.
“Sale” means any conveyance or transfer of fee simple title to the Minimum Improvements
or the Redevelopment Property, as more fully defined in Article VII of this Agreement.
“State” means the state of Minnesota.
“Substantial Completion” or “Substantially Completed” means completion of the
Minimum Improvements to a degree allowing the issuance of a certificate of occupancy or
temporary certificate of occupancy by the City’s building official.
“Tax Appeal” means any petition or other action seeking a reduction to less than
$34,500,000 in the market value of the Redevelopment Property or Minimum Improvements under
any State law.
“Tax Increment” means the tax increment, as that term is defined in Minnesota Statutes,
section 469.174, subd. 25, which is paid to MEDA by the County with respect to the
Redevelopment Property and the Minimum Improvements.
“Tax Increment Financing Act” or “TIF Act” means Minnesota Statutes, sections 469.174
through 469.1794, as amended.
“Tax Increment Financing District” or “TIF District” means MEDA’s Tax Increment
Financing District No. 1-17, a redevelopment district.
“Tax Increment Financing Plan” or “TIF Plan” means the tax increment plan for Tax
Increment Financing District No. 1-17 which was approved by MEDA and the City on June 26,
2023.
“Tax Official” means the County assessor, County auditor, County or state board of
equalization, the commissioners of revenue of the State, or any State or federal district court, the
tax court of the State, or the State Supreme Court.
“Termination Date” means the date Tax Increment Financing District No. 1-17 terminates,
which is estimated to be after 25 years after the date of receipt of the first increment, or the date
the Note has been paid through Available Tax Increment or terminated and all other obligations of
the TIF District have been paid or satisfied, whichever occurs first.
“Unavoidable Delays” means delays which are the direct result of unanticipated adverse
weather conditions; strikes or other labor troubles; pandemic, epidemic; government mandated
quarantine or travel bans; government mandated closures, declared state of emergency or public health
emergency; 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 MEDA or the City reasonably contemplated by this Agreement, any acts or omissions of
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any federal, State or local governmental unit which directly result in delays in construction of the
Minimum Improvements.
Section 1.2. Exhibits. The following exhibits are attached to and by reference made a part
of this Agreement:
Exhibit A. Legal description of the Redevelopment Property
Exhibit B. Depiction of the Redevelopment Property and Minimum Improvements
Exhibit C. Form of Certificate of Completion
Exhibit D. Form of Note
Exhibit E. Form of Investment Letter
Exhibit F. Estimated Total Redevelopment Costs
Exhibit G. List of Qualifying Costs
Exhibit H. Release by Frost Avenue Group, LLC
Section 1.3. Rules of Interpretation. (a) This Agreement shall be interpreted in accordance
with and governed by the laws of Minnesota.
(b) The words “herein” and “hereof” and words of similar import, without reference to
any particular section or subdivision, refer to this Agreement as a whole rather than any particular
section or subdivision hereof.
(c) References herein to any particular section or subdivision hereof are to the section
or subdivision of this Agreement as originally executed.
(d) Any titles of the several parts, articles and sections of this Agreement are inserted
for convenience and reference only and shall be disregarded in construing or interpreting any of
its provisions.
ARTICLE II
Representations and Warranties
Section 2.1. Representations by MEDA. MEDAmakes the following representations as
the basis for the undertaking on its part herein contained:
(a) MEDA is an economic development authority duly organized and existing under
the EDA Act and also having the powers of a housing and redevelopment authority under the HRA
Act and of a city under the City Development Districts Act. MEDA has the authority to enter into
this Agreement and carry out its obligations hereunder.
(b) The individuals executing this Agreement and related agreements and documents
on behalf of MEDA have the authority to do so and to bind MEDA by their actions.
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(c) TIF District No. 1-17 is a redevelopment tax increment financing district within the
meaning of the TIF Act and was created, adopted and approved in accordance with the TIF Act.
The Redevelopment Property is within TIF District No. 1-17.
(d) There are no previous agreements to which MEDA is a party pertaining to the
Redevelopment Property which would preclude the parties from entering into this Agreement or
which would impede the fulfillment of the terms and conditions of this Agreement.
(e) The activities of MEDA pursuant to this Agreement are undertaken pursuant to the
Program and TIF Plan and are for the purpose of assisting the redevelopment of the Redevelopment
Property.
(f) MEDA will act in a timely manner to consider all approvals required under this
Agreement and will cooperate with the Redeveloper in seeking consideration by the City of any
additional approvals which must be granted by the City.
Section 2.2. Representations and Warranties by the Redeveloper. The Redeveloper makes
the following representations and warranties as the basis for the undertaking on its part herein
contained:
(a) The Redeveloper is a limited liability company validly existing under the laws of
Delaware. The Redeveloper has the authority to enter into this Agreement and carry out its
obligations hereunder.
(b) The persons executing this Agreement and related agreements and documents on
behalf of the Redeveloper have the authority to do so and to bind the Redeveloper by their actions.
(c) The Redeveloper has analyzed the economics of the cost of the Minimum
Improvements and concluded that, absent the Redevelopment Assistance to be offered under this
Agreement, it would not undertake this project.
(d) Neither the execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement is prevented, limited by or conflicts with or results in a breach of,
the terms, conditions or provisions of any limited liability company organizational documents or
any evidence of indebtedness, agreement or instrument of whatever nature to which the
Redeveloper is now a party or by which it is bound, or constitutes a default under any of the
foregoing.
ARTICLE III
Redevelopment Assistance
Section 3.1. Issuance of Pay-As-You-Go Note. (a) In consideration of the Redeveloper
constructing the Minimum Improvements and to finance the reimbursement of the Qualifying
Costs, MEDAwill issue and the Redeveloper will purchase the Note in a principal amount not to
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G1, Attachment 1
exceed $4,500,000 and in substantially the form set forth in Exhibit D attached hereto. The Note
will bear simple, non-compounding interest at the lesser of 5.25 percent per annum or the rate of
the Redeveloper’s first mortgage. MEDA and the Redeveloper agree that the consideration from
the Redeveloper for the purchase of the Note will consist of the Redeveloper’s payment of the
Qualifying Costs, and other expenditures which are eligible for reimbursement with Tax Increment
and which are incurred by the Redeveloper in at least the principal amount of the Note. MEDA
will deliver the Note upon satisfaction by the Redeveloper of all the conditions precedent specified
in section 3.2 of this Agreement.
(b) The Redeveloper understands and acknowledges that MEDA makes no
representations or warranties regarding the amount of Available Tax Increment, or that revenues
pledged to the Note will be sufficient to pay the principal of and interest on the Note. Any
estimates of Tax Increment prepared by MEDA or its financial advisors in connection with the
TIF District or this Agreement are for the benefit of MEDA and are not intended as representations
on which the Redeveloper may rely.
Section 3.2. Conditions Precedent to Issuance of Note. Notwithstanding anything in this
Agreement to the contrary, MEDA shall not be obligated to issue the Note until all of the following
conditions precedent have been satisfied:
(a) MEDA and the Redeveloper have executed this Agreement and it has been recorded
in the County land records;
(b) The Redeveloper has acquired the Redevelopment Property in fee and Substantially
Completed the Minimum Improvements;
(c) The Redeveloper has submitted evidence it has paid for the Qualifying Costs in an
aggregate amount at least equal to the principal amount of the Note, it being agreed that paid
receipts and lien waivers are sufficient evidence;
(d) The Redeveloper has submitted evidence of its actual total redevelopment costs for
each line item in Exhibit F;
(e) MEDA has issued the Certificate of Completion;
(f) The Redeveloper has submitted or caused to be submitted the Investment Letter in
substantially the form attached hereto as Exhibit E;
(g) The Redeveloper has paid all fees required under section 9.12 of this Agreement and
all other fees due to the City associated with the Redevelopment Property or the Minimum
Improvements; and
(h) There has been no Event of Default on the part of the Redeveloper which is continuing
or has not been cured.
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Section 3.3. Records. MEDA and its representatives will have the right at all reasonable
times after reasonable notice to inspect, examine and copy invoices paid by Redeveloper and/or
its general contractorrelating to the Qualifying Costs for which the Redeveloper will be
reimbursed under the Note.
Section 3.4. Terms, Execution and Delivery of Note.
(a) The Note will be issued as a single typewritten note numbered R-1. The Note will
be issuable only in fully registered form. Principal of and interest on the Note will be payable by
check or draft issued by the Registrar described herein.
(b) Principal of and interest on the Note will be payable by mail to the owner of record
th
thereof as of the close of business on the 15
day of the month preceding the Payment Date,
whether or not the day is a business day.
(c) MEDA hereby appoints MEDA’s Executive Director to perform the functions of
registrar, transfer agent and paying agent (the “Registrar”). The effect of registration and the rights
and duties of MEDA and the Registrar with respect thereto will be as follows:
(i) The Registrar will keep at her office a bond register in which the Registrar
will provide for the registration of ownership of the Note and the registration of transfers
and exchanges of the Note.
(ii) Upon surrender for transfer of the Note duly endorsed by the registered
owner thereof or accompanied by a written instrument of transfer, in form reasonably
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar will authenticate
and deliver, in the name of the designated transferee or transferees, a new Note of a like
aggregate principal amount and maturity, as requested by the transferor. Notwithstanding
the foregoing, the Note will not be transferred to any person other than an affiliate, or other
related entity, of the owner unless MEDA has been provided with an investment letter in a
form substantially similar to the investment letter submitted by the owner or a certificate
of the transferor, in a form satisfactory to MEDA, that the transfer is exempt from
registration and prospectus delivery requirements of federal and applicable state securities
laws. The Registrar may close the books for registration of any transfer after the fifteenth
day of the month preceding each Payment Date and until the final Payment Date.
(iii)The Note surrendered upon any transfer will be promptly cancelled by the
Registrar and thereafter disposed of as directed by MEDA.
(iv) When the Note is presented to the Registrar for transfer, the Registrar may
refuse to transfer the same until she is satisfied that the endorsement on the Note or separate
instrument of transfer is legally authorized. The Registrar will incur no liability for her
refusal, in good faith, to make transfers which she, in her judgment, deems improper or
unauthorized.
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(v) MEDA and the Registrar may treat the person in whose name the Note is at
any time registered in the bond register as the absolute owner of the Note, whether the Note
is overdue or not, for the purpose of receiving payment of, or on account of, the principal
of and interest on the Note and for all other purposes, and all the payments so made to any
registered owner or upon the owner’s order will be valid and effectual to satisfy and
discharge the liability of MEDA upon the Note to the extent of the sum or sums so paid.
(vi) For every transfer or exchange of the Note, the Registrar may impose a
charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee, or
other governmental charge required to be paid with respect to the transfer or exchange.
(vii) In case theNote becomes mutilated or is lost, stolen, or destroyed, the
Registrar will deliver a new Note of like amount, maturity dates and tenor in exchange and
substitution for and upon cancellation of the mutilated Note or in lieu of and in substitution
for the Note which is 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
which is lost, stolen, or destroyed, upon filing with the Registrar of evidence satisfactory
which is it that the Note which is lost, stolen, or destroyed, and of the ownership thereof,
and upon furnishing to the Registrar of an appropriate bond or indemnity in form,
substance, and amount satisfactory to it, in which both MEDA and the Registrar will be
named as obligees. The Note so surrendered to the Registrar will be cancelled by her and
evidence of the cancellation will be given to MEDA. If the mutilated, lost, stolen, or
destroyed Note has already matured or been called for redemption in accordance with its
terms, it will not be necessary to issue a new Note prior to payment.
Section 3.5. Preparation and Delivery. The Note will be prepared under the direction of
the Executive Director and will be executed on behalf of MEDA by the signatures of its President
and Executive Director. In case any officer whose signature appears on the Note ceases to be the
officer before the delivery of the Note, the signature will nevertheless be valid and sufficient for
all purposes, the same as if the officer had remained in office until delivery. When the Note has
been so executed, it will be delivered by MEDA to the owner following satisfaction of the
conditions precedent.
Section 3.6. Security Provisions.
(a) MEDA hereby pledges to the payment of the principal of and interest on the Note
all Available Tax Increment as defined in this Agreement. Available Tax Increment will be applied
to payment of the principal of and interest on the Note in accordance with the terms of the Note.
(b) Until the date the Note is no longer outstanding and no principal thereof or interest
thereon remains unpaid, MEDA will maintain a separate and special “Bond Fund” to be used for
no purpose other than the payment of the principal of and interest on the Note. MEDA irrevocably
agrees to appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax
Increment remaining in the Bond Fund will be transferred to MEDA’s account for the TIF District
upon the payment of all principal and interest to be paid with respect to the Note.
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Section 3.7. Lookback Provisions and Reduction of Note.The amount of the
Redevelopment Assistance has been established based on an estimate of the Redeveloper’s total
redevelopment costs for the Minimum Improvements. After completion of the Minimum
Improvements but prior to issuance of the Note,the Redeveloper agrees to submit evidence of its
actual costs to MEDA for comparison with the estimated costs listed on Exhibit F. If the actual
total redevelopment costs are more than $50,000 lower than the estimated total redevelopment
costs listed in Exhibit F, the principal amount of the Note will be reduced by one-half of the amount
by which the estimated costs exceed the actual costs. The Note will not be issued until MEDA has
compared actual with estimated total redevelopment costs as described herein and adjusted the
principal amount of the Note, if necessary.
ARTICLE IV
Construction of Minimum Improvements, Infrastructure
Improvements and Site Improvements
Section 4.1. Construction of Minimum Improvements. (a) The Redeveloper agrees that
it will construct the Minimum Improvements on the Redevelopment Property. In addition to the
requirements of this Agreement, construction of the Minimum Improvements will necessitate
compliance with the City Approvals and possibly approval of other governmental agencies. To
the extent such approvals have not already been obtained, the Redeveloper agrees to submit all
applications for and pursue to their conclusion all other approvals needed prior to constructing the
Minimum Improvements.
(b) The Developer agrees to pay the City all fees required to construct the Minimum
Improvements, including plan review fee, building permit fee and state surcharges, in the amounts
provided under the City’s then-current fee schedule. The Minimum Improvements and
Redevelopment Property must meet the requirements of the Maplewood Green Building Program.
A de-construction permit is required for removal of the existing building, which will require that
75 percent of the materials removed must be diverted from landfills. A full report detailing the
de-construction procedure must be submitted with the permit. The County Department of Health
must be notified at least 10 days prior to issuance of the de-construction permit.
Section 4.2. Commencement and Completion of Construction. The Redeveloper owns all
of the Redevelopment Property in fee. Subject to Unavoidable Delays, the Redeveloper shall
commence construction of the Minimum Improvements by no later than September 1, 2024 which
shall mean beginning of physical improvement to the Redevelopment Property by demolition,
grading, excavation or other physical preparation work. The Minimum Improvements shall be
Substantially Complete by no later than December 31, 2026.
Section 4.3. Certificate of Completion. After Substantial Completion of the Minimum
Improvements in accordance with all terms of this Agreement and at the written request of the
Redeveloper, MEDA will, within 20 days thereafter, furnish a Certificate of Completion in the
form of Exhibit D attached hereto.
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Section 4.4. Reconstruction of Minimum Improvements. If the Minimum Improvements
on the Redevelopment Property are damaged or destroyed before issuance of a Certificate of
Completion, the Redeveloper agrees, for itself and its successors and assigns, to reconstruct or
cause the reconstruction of the Minimum Improvements on the Redevelopment Property within
two years of the date of the damage or destruction. The Minimum Improvements shall be
reconstructed in accordance with the original construction plans, or such modifications thereto as
may be agreed to by the City and MEDA.
ARTICLE V
Business Subsidy; Park Dedication Fee
Section 5.1. No Business Subsidy. Because the Redevelopment Assistance offered by
MEDA to the Redeveloper is related to housing, the Business Subsidy Act, Minnesota Statutes,
sections 116J.193 through 116J.195, does not apply.
Section 5.2. Park Dedication Fee. The Developer agrees to pay the City a park dedication
fee in the amount of $54,684 prior to issuance of the building permit for the Minimum Improvements.
ARTICLE VI
Payment of Taxes; Use of Tax Increment
Section 6.1. Taxes. The Redeveloper agrees to pay before delinquency directly to the
taxing authority, all taxes, general and special assessments, and other public charges levied upon
or assessed against the Redevelopment Property and any buildings, structures, fixtures, or
improvements thereon which first become due during the term of this Agreement.
Section 6.2. Right to Collect Delinquent Taxes. The Redeveloper acknowledges that at
all times prior to the Termination Date, MEDA shall have the right to sue the Redeveloper or its
successors and assigns to collect delinquent real estate taxes and any penalty or interest thereon
and to pay over the same as a tax payment to the County auditor. In any such suit in which MEDA
prevails, MEDA shall also be entitled to recover its reasonable out-of-pocket costs, expenses and
attorney fees.
Section 6.3. Reduction of Taxes.(a) The Redeveloper agrees that prior to the Termination
Date it will not cause a reduction in the real property taxes paid in respect of the Redevelopment
Property through:(i) willful destruction of the Minimum Improvements or Redevelopment
Property or any part thereof; or (ii) willful refusal to reconstruct damaged or destroyed property.
The Redeveloper also agrees that it will not, prior to the Termination Date, apply for an exemption
from or a deferral of property tax on the Minimum Improvements or Redevelopment Property
pursuant to any law, or transfer or permit transfer of the Minimum Improvements or
Redevelopment Property to any entity whose ownership or operation of the property would result
in the Minimum Improvements or Redevelopment Property being exempt from real property taxes
under State law.
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(b) The Redeveloper agrees to notify MEDA within 10 days of filing any Tax Appeal.
If as of any Payment Date, any Tax Appeal is then pending, MEDA will continue to make
payments on the TIF Note but only to the extent that the Available Tax Increment relates to
property taxes paid with respect to the market value not being challenged as part of the Tax Appeal,
as determined by MEDA in its sole discretion. MEDA will withhold the Available Tax Increment
related to property taxes paid with respect to the market value being challenged as part of the Tax
Appeal, as determined by MEDA in its sole discretion. MEDA will apply any withheld amount
to the extent not reduced as a result of the Tax Appeal promptly after the Tax Appeal is fully
resolved and the amount of Available Tax Increment, as applicable, attributable to the disputed tax
payments is finalized.
(c) Notwithstanding anything herein to the contrary, the Redeveloper may not file any
tax appeal regarding the market value of the Redevelopment Property or the Minimum
Improvements, regardless of the then-current market value, during the final three years prior to the
final payment under the Note.
Section 6.4. Use of Tax Increment. Except as provided for in this Agreement, MEDA
shall be free to use any Tax Increment it receives from the County with respect to TIF District
No. 1-17 for any purpose for which such increment may lawfully be used under the TIF Act and
MEDA shall have no obligations to the Redeveloper with respect to the use of such Tax Increment.
ARTICLE VII
Restrictions on Sale of Minimum Improvements
Section 7.1. Prohibition Against Sale of Minimum Improvements. The Redeveloper
represents and agrees that its use of the Redevelopment Property and its other undertakings
pursuant to the Agreement, are, and will be, used for the purpose of construction of the Minimum
Improvements and not for speculation in land holding. The Redeveloper represents and agrees
that, prior to the issuance of a Certificate of Completion regarding the Minimum Improvements,
there shall be no Sale of the Redevelopment Property or the Minimum Improvements constructed
thereon nor shall the Redeveloper suffer any such Sale to be made, without the prior written
approval of MEDA, which approval shall not be unreasonably withheld, conditioned or delayed;
provided however, notwithstanding the foregoing, the Redeveloper shall be entitled to lease units
in the apartment building to third parties without the prior written approval of MEDA. As a
condition of approval of any such sale in cases where such approval is required, MEDA shall
require, at a minimum, that the proposed transferee shall have entered into an agreement whereby
the transferee expressly assumes all of the Redeveloper’s obligations under this Agreement. Any
such agreement shall include MEDA as a party and otherwise be in form and substance reasonably
acceptable to MEDA. Notwithstanding anything herein to the contrary, the Redeveloper shall not
be required to obtain approval from MEDA for any such Sale after issuance of the Certificate of
Completion.
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ARTICLE VIII
Events of Default
Section 8.1. Events of Default Defined. Each and every one of the following shall be an
Event of Default under this Agreement:
(a) Failure of the Redeveloper to pay real estate taxes or special assessments on the
Redevelopment Property or Minimum Improvements as they become due;
(b) Failure by the Redeveloper to commence and Substantially Complete 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 MEDA;
(c) If the Redeveloper shall file a petition in bankruptcy, or shall make an assignment
for the benefit of its creditors or shall consent to the appointment of a receiverand such petition is
not vacated within sixty (60) days of filing;
(d) Sale of the Redevelopment Property or the Minimum Improvements, or any portion
thereof, by the Redeveloper in violation of Article VII of this Agreement; or
(e) 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 or any action
prohibited by section 6.3 of this Agreement.
Section 8.2. Remedies on Default. Whenever any Event of Default referred to in
section 8.1 of this Agreement occurs, the non-defaulting party may take any one or more of the
following actions after providing 30 days written notice to the defaulting party of the Event of
Default, but only if the Event of Default has not been cured within said 30 days from the receipt
of Notice or, if the Event of Default is by its nature incurable within 30 days, the defaulting party
does not provide assurances to the non-defaulting party reasonably satisfactory to the non-
defaulting party that the Event of Default will be cured and will be cured as soon as reasonably
possible:
(a) Suspend its performance under this Agreement until it receives assurances from the
defaulting party, deemed adequate by the non-defaulting party, that the defaulting party will cure
its default and continue its performance under this Agreement;
(b) If the default occurs prior to completion of the Minimum Improvements, MEDA
may withhold any undelivered Certificate of Completion until such default is cured;
(c)If the default occurs after issuance of the Certificate of Completion, MEDAmay
suspend payments under the Note or terminate the Note; and
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(d) Take whateverreasonable 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 or to enforce performance and observance of any obligation, agreement, or
covenant of the defaulting party under this Agreement.
Section 8.3. No Remedy Exclusive. No remedy conferred herein or reserved to the parties
is intended to be exclusive of any other available remedy or remedies, but each and every remedy
shall be cumulative and shall be in addition to every other remedy given under this Agreement or
now or hereafter existing at law or in equity. No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised from time to time and as often as may be
deemed expedient. In order to entitle MEDA or the Redeveloper to exercise any remedy reserved
to it, it shall not be necessary to give notice, other than such notice as may be required in Article
IX of this Agreement.
Section 8.4. No Additional Waiver Implied by One Waiver. In the event any covenant or
agreement contained in this Agreement should be breached by either party and thereafter waived
by the other party, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other concurrent, previous or subsequent breach hereunder.
ARTICLE IX
Additional Provisions
Section 9.1. Conflict of Interests; Representatives Not Individually Liable. No member,
official, or employee of MEDA shall have any personal financial interest, direct or indirect, in the
Agreement, nor shall any such member, official, or employee participate in any decision relating
to the Agreement which affects his or her personal financial interests or the interests of any
corporation, partnership, or association in which he or she is, directly or indirectly, interested. No
member, official, or employee of MEDA shall be personally liable to the Redeveloper, or any
successor in interest, in the event of any default or breach or for any amount which may become
due or on any obligations under the terms of this Agreement.
Section 9.2. Restrictions of Use. The Redeveloper agrees that through the Termination
Date it will use or allow the use of the Minimum Improvements only for such uses as permitted
under the City’s land use regulations.
Section 9.3. Notices and Demands. Except as otherwise expressly provided in this
Agreement, any notice, demand, or other communication under the Agreement or any related
document by either party to the other shall be sufficiently given or delivered if it is dispatched by
registered or certified United States mail, postage prepaid, return receipt requested, or delivered
personally to:
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(a) in the case of the Redeveloper: Roers Maplewood Apartments LLC
Two Carlson Parkway N, Suite 400
Plymouth, MN 55447
Attn: Shane LaFave
(b) in the case of MEDA: Maplewood Economic
Development Authority
1830 County Road B East
Maplewood, MN 55109-2702
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 9.3.
Section 9.4. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 9.5. Disclaimer of Relationships. The Redeveloper acknowledges that nothing
contained in this Agreement nor any act by MEDA or the Redeveloper shall be deemed or
construed by the Redeveloper or by any third person to create any relationship of third-party
beneficiary, principal and agent, limited or general partner, or joint venture between MEDA and
the Redeveloper.
Section 9.6. Amendment; Assignment. This Agreement may be amended only by the
written agreement of the parties.
Section 9.7. Recording. MEDAintends to record this Agreement among the County
land records and the Redeveloper agrees to pay for the cost of recording same.
Section 9.8. Release and Indemnification Covenants. a) Except for any negligent act of
the following named parties, the Redeveloper hereby releases from and covenants and agrees that
MEDA, and its governing body members, officers, agents, servants, and employees (the
“Indemnified Parties”) shall not be liable for, and hereby agrees to indemnify and hold harmless
the Indemnified Parties against any loss or damage to property or any injury to or death of any
person occurring at or about or resulting from any defect in the Minimum Improvements.
b) Except for any willful misrepresentation or any willful or wanton misconduct or
negligence of the Indemnified Parties, the Redeveloper hereby agrees to protect and defend the
Indemnified Parties, now or forever, and hereby further agrees to hold the aforesaid harmless from
any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever
arising or purportedly arising from this Agreement, or the transactions contemplated hereby or the
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construction, installation, ownership, and operation of the Redevelopment Property or the
Minimum Improvements.
c) Except for any negligent act of the Indemnified Parties, the Indemnified Parties
shall not be liable for any damage or injury to the persons or property of theRedeveloper or its
partners, officers, agents, servants or employees or any other person who may be about the
Redevelopment Property or the Minimum Improvements due to any act of negligence of any
person.
Section 9.9. Titles of Articles and Sections. Any titles of the several parts, articles, and
sections of this Agreement are inserted for convenience of reference only and shall be disregarded
in construing or interpreting any of its provisions.
Section 9.10. Governing Law; Venue. This Agreement shall be construed in accordance
with the laws of Minnesota. Any dispute arising from this Agreement shall be heard in the State
or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof,
whether based on convenience or otherwise.
Section 9.11. Agreement Runs with the Land. This Agreement runs with the
Redevelopment Property and shall be binding on and inure to the benefit of the parties and their
respective heirs, successors and assigns.
Section 9.12. Fees and Charges. The Redeveloper agrees to reimburse MEDA for all
reasonable fees or costs for legal, financial advisory, or staff time for drafting or negotiating this
Agreement and related documents and the recording thereof. The Redeveloper agrees to make a
deposit of $6,000 for such costs at the time of execution of this Agreement. MEDA will notify the
Redeveloper at such time as the deposit is near depletion and request an additional deposit if
necessary. Upon request by the Redeveloper, MEDA will attempt to estimate the additional costs
and expenses likely to be incurred by the Redeveloper but the Redeveloper’s financial obligations
to MEDA in this regard are not limited by that estimate. The Redeveloper agrees to pay such
additional amounts as may be billed by MEDA within 30 days of receipt of an invoice from
MEDA.
Section 9.13. Supersedes Previous Agreement. Conditioned upon execution of Exhibit H
attached hereto by Frost Avenue Group, LLC, this Amended and Restated Contract for Private
Development supersedes and replaces the Previous Agreement, which is hereafter null and void
and which has no further force or effect.
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IN WITNESS WHEREOF, MEDA and the Redeveloper have caused this Agreement to be
duly executed in their names and behalves on or as of the date first above written.
MEDA:
THE MAPLEWOOD ECONOMIC
DEVELOPMENT AUTHORITY
By:
Marylee Abrams, President
STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )
The foregoing instrument as acknowledged before me this _____ day of ____________,
2023, by Marylee Abrams, the President 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
By:
Melinda Coleman, Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF RAMSEY )
The foregoing instrument as acknowledged before me this _____ day of ____________,
2023, by Melinda Coleman, the Executive Director of the Maplewood Economic Development
Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the
Economic Development Authority.
Notary Public
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ROERS MAPLEWOOD APARTMENTS
LLC,
a Delaware limited liability company
By: Roers Maplewood Apartments
Manager LLC,
a Minnesota limited liability
company
Its: Manager
By: Roers Companies Project
Holdings LLC,
a Minnesota limited liability
company
Its: Manager
By: _________________________
Shane LaFave, Senior Vice President
STATE OF MINNESOTA )
) ss.
COUNTY OF HENNEPIN )
The foregoing instrument was executed before me this _____ day of _______________,
2023, by Shane LaFave, the Senior Vice President of Roers Companies Project Holdings LLC, a
limited liability company under the laws of Minnesota, Manager of Roers Maplewood Apartments
Manager LLC, a limited liability company under the laws of Minnesota, Manager of Roers
Maplewood Apartments LLC, a limited liability company under the laws of Delaware, on behalf
of the company.
____________________________________
Notary Public
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EXHIBIT A TO
AMENDED AND RESTATED CONTRACT FOR PRIVATE DEVELOPMENT
LEGAL DESCRIPTION OF REDEVELOPMENT PROPERTY
The Redevelopment Property consists of the following parcels in Ramsey County,
Minnesota:
Lots 1 through 20, inclusive, Block 1, Kavanaugh and Dawson’s Addition to Gladstone, together
with the vacated alley in said Block 1; and
Lots 1 to 13, inclusive, Block 2, Kavanagh and Dawson's Addition to Gladstone, and that portion
of the vacated alley which accrued to said lots by reason of the vacation thereof, according to the
recorded plat on file in the office of the Register of Deeds within and for Ramsey County,
Minnesota.
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EXHIBIT BTO
AMENDED AND RESTATEDCONTRACT FOR PRIVATE DEVELOPMENT
DEPICTION OF THE REDEVELOPMENT PROPERTY
AND MINIMUM IMPROVEMENTS
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EXHIBIT C TO
AMENDED AND RESTATED CONTRACT FOR PRIVATE DEVELOPMENT
FORM OF
CERTIFICATE OF COMPLETION
WHEREAS, the Maplewood Economic Development Authority, a public body corporate
and politic under the laws of Minnesota (“MEDA”), and _____________, a _____________ under
the laws of ________ (the “Redeveloper”), have entered into a certain Amended and Restated
Contract for Private Redevelopment (the “Agreement”) dated the ____ day of ____________,
2023, 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 Redeveloper has performed said covenants and conditions in a manner
deemed sufficient by MEDA to permit the execution and recording of this certification.
NOW, THEREFORE, this is to certify that all construction of the Minimum Improvements
specified to be done and made by the Redeveloper or to be caused by the Redeveloper has been
completed and the covenants and conditions in the Agreement have been performed by the
Redeveloper, and the County Recorder in Ramsey County, Minnesota, is hereby authorized to
accept for recording and to record the filing of this instrument, to be a conclusive determination of
the satisfactory termination of the covenants and conditions relating to completion of the Minimum
Improvements.
Dated: _______________. MAPLEWOOD ECONOMIC
DEVELOPMENT AUTHORITY
By ______________________________
____________, Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF ________ )
The foregoing instrument as acknowledged before me this _____ day of _________,
20___, by ____________________, the executive directorof 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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This Instrument Drafted By:
DY & GRAVEN, CHARTERED (RHB)
KENNE
150 South Fifth Street
Suite 700
Minneapolis, MN 55402
(612)337-9300
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EXHIBIT D TO
AMENDED AND RESTATED CONTRACT FOR PRIVATE DEVELOPMENT
FORM OF NOTE
UNITED STATE OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
-1 $4,500,000
No. R
TAXABLE TAX INCREMENT REVENUE NOTE
SERIES ______
Date
Rate of Original Issue
\[lesser of 5.25% or rate of first mortgage\] __________
The Maplewood Economic Development Authority (“MEDA”), for value received,
certifies that it is indebted and hereby promises to pay to Roers Maplewood ApartmentsLLC, or
registered assigns (the “Owner”), the principal sum of $4,500,000 and to pay interest thereon at
the rate of \[lesser of 5.25% or rate of first mortgage\] per annum, as and to the extent set forth
herein. Interest shall be calculated on the basis of simple, non-compounding interest.
1.Payments. Principal and interest (“Payments”) will be paid on __________, and
each February 1 and August 1 thereafter to and including ____________ or until the Note is paid
in full, whichever occurs first, (“Payment Dates”), in the amounts and from the sources set forth
in Section 3 herein. Payments will be applied first to accrued interest, and then to unpaid principal.
Payments are payable by mail to the address of the Owner or any other address as the
Owner may designate upon 30 days written notice to MEDA. Payments on this Note are payable
in any coin or currency of the United States of America which, on the Payment Date, is legal tender
for the payment of public and private debts.
2.Interest. Interest at the rate stated herein will accrue on the unpaid principal,
commencing on the date of original issue. Interest will be computed on the basis of a year of 360
days and charged for actual days principal is unpaid.
3.Available Tax Increment. Payments on this Note are payable on each Payment
Date in the amount of and solely payable from “Available Tax Increment,” which will mean, on
each Payment Date, 95 percent of the Tax Increment attributable to the Redevelopment Property
(defined in the Agreement) and paid to MEDA by Ramsey County in the six months preceding the
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Payment Date, all as the terms are defined in the Amended and Restated Contract for Private
Development between MEDA and Owner dated as of ______________, 2023 (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.
MEDAwill have no obligation to pay principal of and interest on this Note on each
Payment Date from any source other than Available Tax Increment, and the failure of MEDA to
pay the entire amount of principal or interest on this Note on any Payment Date will not constitute
a default hereunder as long as MEDA pays principal and interest hereon to the extent of Available
Tax Increment. MEDA will have no obligation to pay unpaid balance of principal or accrued
interest that may remain after the final Payment on _____________.
4.Optional Prepayment. The principal sum and all accrued interest payable under
this Note is prepayable in whole or in part at any time by MEDAwithout premium or penalty. No
partial prepayment will affect the amount or timing of any other regular payment otherwise
required to be made under this Note.
5.Termination; Suspension. At MEDA’s option, this Note will terminate and
MEDA’s obligation to make any payments under this Note will be discharged upon the occurrence
and continuation of an Event of Default on the part of the Redeveloper as defined in Section 8.1
of the Agreement, but only if the Event of Default has not been cured in accordance with Section
8.2 of the Agreement.
Payments under this Note may be suspended during any Tax Appeal in accordance with
Section 6.3 of the Agreement.
6.Nature of Obligation. This Note is a single notein the total principal amount of
$4,500,000 issued to aid in financing certain public redevelopment costs of Tax Increment
Financing District No 1-17 undertaken by MEDA and is issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections
469.174 to 469.179, as amended. This Note is a limited obligation of MEDA which is payable
solely from Available Tax Increment pledged to the payment hereof. This Note and the interest
hereon will not be deemed to constitute a general obligation of the State of Minnesota or any
political subdivision thereof, including, without limitation, MEDA or the city of Maplewood.
Neither the State of Minnesota, nor any political subdivision thereof will be obligated to pay the
principal of or interest on this Note or other costs incident hereto except out of Available Tax
Increment, and neither the full faith and credit nor the taxing power of the State of Minnesota or
any political subdivision thereof is pledged to the payment of the principal of or interest on this
Note or other costs incident hereto.
7.Estimated Tax Increment Payments. Any estimates of Tax Increment prepared by
MEDAor its financial advisors in connection with the TIF District or the Agreement are for the
benefit of the MEDA, and are not intended as representations on which the Owner may rely.
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MEDAMAKES NO REPRESENTATION OR WARRANTY THAT THE AVAILABLE
TAX INCREMENT WILL BE SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST
ON THIS NOTE.
8. Registration and Transfer. This Note is issuable only as a fully registered note
without coupons. Subject to certain limitations set forth therein, this Note is transferable upon the
books of the MEDA kept for that purpose at the principal office of the Executive Director of
MEDA as Registrar, by the Owner hereof in person or by the Owner’s attorney duly authorized in
writing, upon surrender of this Note together with a written instrument of transfer satisfactory to
MEDA, duly executed by the Owner. Upon the transfer or exchange and the payment by the
Owner of any tax, fee, or governmental charge required to be paid by MEDA with respect to the
transfer or exchange, there will be issued in the name of the transferee a new Note of the same
aggregate principal amount, bearing interest at the same rate and maturing on the same dates.
This Note will not be transferred to any person other than an affiliate, or other related entity,
of the Owner unless MEDA has been provided with an investment letter in a form substantially
similar to the investment letter submitted by the Owner or a certificate of the transferor, in a form
satisfactory to MEDA, that the transfer is exempt from registration and prospectus delivery
requirements of federal and applicable state securities laws.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required
by the Constitution and laws of the State of Minnesota to be done, to exist, to happen, and to be
performed in order to make this Note a valid and binding limited obligation of MEDA according
to its terms, have been done, do exist, have happened, and have been performed in due form, time
and manner as so required.
IN WITNESS WHEREOF, the board of commissioners of the Maplewood Economic
Development Authority, has caused this Note to be executed with the manual signatures of its
President and Executive Director, all as of the Date of Original Issue specified above.
MAPLEWOOD ECONOMIC
DEVELOPMENT AUTHORITY
President Executive Director
REGISTRATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond register
of the Executive Director of MEDA, in the name of the person last listed below.
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Date of RegistrationRegistered Owner Signature of MEDA Executive Director
Roers Maplewood Apartments
LLC
Two Carlson Parkway N, Suite
400
Plymouth, MN 55447
Federal Tax Id #__________
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EXHIBIT E TO
AMENDED AND RESTATED CONTRACT FOR PRIVATE DEVELOPMENT
FOR
M OF INVESTMENT LETTER
To the Maplewood Economic Development Authority (“MEDA”)
Attention: Executive Director
Da
ted: __________________, 20__
Re: $4,500,000 Tax Increment Revenue Note (Roers Maplewood Apartments LLCProject)
The undersigned, as Purchaser of $4,500,000 in principal amountof the above-captioned
Tax Increment Revenue Note (Roers Maplewood Apartments LLC Project)(the “Note”), hereby
represents to you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota, as legal counsel
to MEDA, as follows:
1.We understand and acknowledge that the Note is delivered to the Purchaser on this
date pursuant to the Amended and Restated Contract for Private Developmentby and between
MEDA and Roers Maplewood Apartments LLC, a Delaware limited liability company, dated
__________________, 2023 (the “Agreement”).
2.The Note is payable as to principal and interest solely from Available Tax
Increment pledged to the Note, as defined therein.
3.We h
ave 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
MEDAand the Note has been issued or prepared by MEDA, and that, in due diligence, we have
made our own inquiry and analysis with respect to MEDA, the Note and the security therefor, and
other material factors affecting the security and payment of the Note.
5.We acknowledge that we have either been supplied with or have access to
information, including financial statements and other financial information, to which a reasonable
investor would attach significance in making investment decisions, and we have had the
opportunity to ask questions and receive answers from knowledgeable individuals concerning
MEDA, the Note and the security therefor, and that as reasonable investors we have been able to
make our decision to purchase the above-stated principal amount of the Note.
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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 MEDA and Kennedy & Graven, Chartered, as legal counsel
to MEDA, have not made any representations or warranties as to the status of interest on the Note
for the purpose of federal or state income taxation.
8. We represent to you that we are purchasing the Note for our own account and not
for resale or other distribution thereof, except to the extent otherwise provided in the Note or as
otherwise approved in writing by MEDA.
9. All capitalized terms used herein have the meaning provided in the Agreement
unless the context clearly requires otherwise.
10. The Purchaser’s federal tax identification number is _____________.
11. We acknowledge receipt of the Note on the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this Investment Letter as of the
date and year first written above.
_________________________________
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EXHIBIT F TO
AMENDED AND RESTATED CONTRACT FOR PRIVATE DEVELOPMENT
ESTIMATED TOTAL REDEVELOPMENT COSTS
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EXHIBIT G TO
AMENDED AND RESTATED CONTRACT FOR PRIVATE DEVELOPMENT
QUALIFIED COSTS
1. Land Building Acquisition
2. Site Improvements/Preparation
3.Demolition of allExisting Improvementsand Site Cleanup
4.Underground Parking
5. Utilities
6. Other qualifying improvements
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EXHIBIT H TO
AMENDED AND RESTATED CONTRACT FOR PRIVATE DEVELOPMENT
REL
EASE BY FROST AVENUE GROUP, LLC
Fr
ost Avenue Group, LLC has reviewed the foregoing Amended and Restated Contract for
Private Development by and between the Maplewood Economic Development Authority
(“MEDA”) and Roers Maplewood Apartments LLC and hereby releases MEDA from any
obligations it has to Frost Avenue Group, LLC under that certain Contract for Private Development
approved by MEDA on June 26, 2023, including but not limited to any obligation of MEDA to
issue a tax increment financing note to Frost Avenue Group, LLC.
________________________________
By:
Its:
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G1, Attachment 2
2 Carlson Parkway N| Suite 400
Plymouth, MN 55447
763.285.8808
roerscompanies.com
th
November 7, 2023
Frost Ave. Apartments VIA EMAIL
RE: City of Maplewood Development Agreement
Roers Companies has reviewed the Development Agreement and the plans that were approved by the City
th
, 2023. We understand and acknowledge the implications of these documents
of Maplewood on June 26
and agree to its contents. In addition, Roers Companies agrees to assume the plans in their entirety and
will build the project to the plans and specs which have been approved by the city. The level of TIF
approved at the city is adequate, will allow for the project to move forward, and aligns with Exhibit F within
the agreement.
Sincerely,
Roers Companies
By:
Shane LaFave
Executive Vice President
November 3rd, 2023
EDA Special Meeting Packet Page Number 49 of 53
G1, Attachment 3
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EDA Special Meeting Packet Page Number 50 of 53
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EDA Special Meeting Packet Page Number 51 of 53
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EDA Special Meeting Packet Page Number 52 of 53
G2
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY STAFF REPORT
Meeting Date November 27, 2023
REPORT TO: Melinda Coleman, Executive Director
REPORT FROM:
Danette Parr, Assistant Executive Director
PRESENTER:Danette Parr, Assistant Executive Director
AGENDA ITEM:
Cancellation of the December 11, 2023EDA Meeting
Action Requested: MotionDiscussion Public Hearing
Form of Action: Resolution OrdinanceContract/Agreement Proclamation
Policy Issue:
At the beginning of the year, the Economic Development Authority (EDA) established its regular
meeting schedule for 2023, which generally meets quarterly. The EDA has the ability to cancel or
add meetings as needed as agenda items arise.
Recommended Action:
Motion to cancel the regularly scheduled EDA meeting on December 11, 2023.
Fiscal Impact:
Is There a Fiscal Impact? No Yes, the true or estimated cost is $0.00
Financing source(s): Adopted Budget Budget Modification New Revenue Source
Use of Reserves Other: N/A
Strategic Plan Relevance:
Community InclusivenessFinancial & Asset MgmtEnvironmental Stewardship
Integrated CommunicationOperational EffectivenessTargeted Redevelopment
N/A
Background:
The EDA has held two special meetings in November and all current agenda items have been
addressed. For that reason, staff recommends the EDA cancel the quarterly meeting previously
scheduled for December 11, 2023.
Attachments:
None
EDA Special Meeting Packet Page Number 53 of 53