HomeMy WebLinkAbout2024-11-12 EDA Meeting Packet-Special Meeting
AGENDA
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY SPECIAL MEETING
6:30 P.M. Tuesday, November 12, 2024
City Hall, Council Chambers
A. CALL TO ORDER
B. ROLL CALL
C. APPROVAL OF AGENDA
D. APPROVAL OF MINUTES
1. September 9, 2024 Economic Development Authority Meeting Minutes
2. October 15, 2024 Economic Development Authority Bus Tour Meeting Minutes
E. PUBLIC HEARING
None
F. UNFINISHED BUSINESS
None
G. NEW BUSINESS
1. Tax Increment Financing District No. 1-18
a. Resolution Adopting Modification of the Development District Program for
Development District No. 1 and the Tax Increment Financing Plan for Tax
Increment Financing District No. 1-18
b. Contract for Private Development
c. Resolution Authorizing Interfund Loan
2. Resolution Approving Demolition of the Structurally Substandard Building at 1946
English Street and Inclusion of the Parcel in a Future Redevelopment Tax
Increment Financing District
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
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MEETINGMINUTES
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
5:45 P.M. Monday, September 09, 2024
City Hall, Council Chambers
A.CALL TO ORDER
A meeting of the Maplewood Economic Development Authority (EDA)was heldin the
City Hall Council Chambers and was called to order at5:45 p.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
CommissionerCavemoved to approve the agendaas submitted.
Seconded by CommissionerLee Ayes – All
The motion passed.
D.APPROVAL OF MINUTES
1.August 12, 2024 Economic Development AuthoritySpecial Meeting Minutes
CommissionerJuenemannmoved to approve the August 12, 2024 Economic
Development AuthoritySpecial Meeting Minutes assubmitted.
Seconded by CommissionerLee Ayes – All
The motion passed.
E.PUBLIC HEARING
None
F.UNFINISHED BUSINESS
None.
G.NEW BUSINESS
1.Review of Tax Increment Financing Terms and Project Schedule, Gladstone
Village II, 1880 English Street
Assistant ExecutiveDirector Parrintroduced the item. SchaneRudlang, Municipal
Adviser with Ehlers,gave the presentation.
September 09, 2024
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No actionrequired.
H.ADJOURNMENT
President Abramsadjourned the meeting at5:57p.m.
September 09, 2024
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BUS TOURMEETINGMINUTES
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
4:00 P.M. Monday, October 15, 2024
Various Sites within the City of Maplewood
A.CALL TO ORDER
A meeting of the Maplewood Economic Development Authority (EDA)was heldvia bus
within the City of Maplewoodand was called to order at4:00p.m. by President Abrams.
B.ROLL CALL
Marylee Abrams, PresidentPresent
Rebecca Cave, CommissionerPresent
Kathleen Juenemann, CommissionerAbsent
Chonburi Lee, CommissionerPresent
Nikki Villavicencio,CommissionerPresent
Also Present:
Ananth Shankar, CDRB Board Member
John Eads, Planning Commissioner
Tushar Desai, Planning Commissioner
Allan Ige, Planning Commissioner
Mike Sable, City Manager
Mike Darrow, Assistant City Manager/HR Director
Danette Parr, Community Development Director
Joe Rueb, Finance Director
Joe Sheeran, Communications Manager
Kevin Schmitz, Digital Communications Manager
Michael Martin, Assistant Community Development Director
Steve Love, Public Works Director
C.NEW BUSINESS
1.EDA Development Bus Tour
The tour drove by the following sites:
1)1830 Co Rd B East (Maplewood City Hall)
2)1300 McKnight Rd N (Industrial Site)
3)1745/1751 Cope Avenue (Taste of India/StrauusSkates and Bicycles)
4)2425 White Bear Avenue (Redeeming Love)
5)1910 Co Rd C East (Caretta Senior Living)
6)3001 White Bear Avenue (Maplewood Mall/Myth/Former Sears)
7)1737 Beam Ave (Birch Run Station)
8)1575 Beam Avenue (M Health Fairview/Saint John’s Hospital and Med Hub)
9)1043 Deauville Drive (Town and Country Manufactured Home Park)
10)2615 Maplewood Drive (Proposed 72-Unit Multifamily)
11)2441 Maplewood Drive (Northernaire Motel/Vacant Adjacent Land)
12)1875 East Shore Drive N (American Cooperative)
13)1160 Frost Avenue East (Roers Multi-Family)
October 15, 2024
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14)1221 Frost Avenue East (Auto Body Sites)
15)1247 Frost Avenue
16)1905 English St North (Vacant Parcel/Sherman Development)
17)1321 Frost Ave E (Moose Lodge and Adjacent Sites)
18)1310 Frost Avenue (JB Vang/Juniper Multi-Family)
19)1880 English St N (JB Vang II)
20)1351 Frost Ave E/1344 Frost Ave E
21)1375 Frost Ave E (Gladstone House/Beacon Interfaith Multi-Family)
22)2055 White Bear Avenue (Multi-Tenant Building)
The tour concluded with box lunches at City Hall.
No actionrequired.
D.ADJOURNMENT
President Abramsadjourned the meeting at5:45p.m.
October 15, 2024
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MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY STAFF REPORT
Meeting Date November 12, 2024
REPORT TO: Michael Sable, Executive Director
REPORT FROM: Michael Martin, AICP, Assistant Community Development Director
PRESENTER:Danette Parr, Assistant Executive Director
AGENDA ITEM: Tax Increment Financing District No. 1-18
a.Resolution Adopting Modification of the Development District
Program for Development District No. 1 and the Tax Increment
Financing Plan for Tax Increment Financing District No. 1-18
b.Contract for Private Development
c.Resolution Authorizing Interfund Loan
Action Requested: Motion Discussion Public Hearing
Form of Action: Resolution OrdinanceContract/Agreement Proclamation
Policy Issue:
The Economic Development Authority (EDA) has received a Tax Increment Financing (TIF)
application from the developer of the property at 1880 English Street North. The application
requests TIF assistance for the construction of a 56-unit multi-family building.
Recommended Action:
a.Motion to approve the resolution adopting Modification of the Development District Program
for Development District No. 1 and the Tax Increment Financing Plan for Tax Increment
Financing District No. 1-18.
b.Motion to approve the Contract for Private Development with Gladstone Village II Limited
Partnership.
c.Motion to approve the resolution authorizing an Interfund Loan for Advance of Certain Costs
in Connection with Tax Increment Financing District No. 1-18.
Fiscal Impact:
Is There a Fiscal Impact? No Yes, the true or estimated cost is $310,000
Financing source(s): Adopted Budget Budget Modification New Revenue Source
Use of Reserves Other: Under the terms of the development
agreement, the EDA would issue a tax increment revenue note to the developer in the amount of
$310,000 to reimburse the property owner for site acquisition and site improvements associated
with the construction of 56 affordable multi-family housing units. The note would be paid from future
tax increment generated by the private development over a maximum term of 26 years.
EDA Special Meeting Packet Page Number 5 of 130
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Strategic Plan Relevance:
Community InclusivenessFinancial & Asset MgmtEnvironmental Stewardship
Integrated Communication Operational Effectiveness Targeted Redevelopment
The city’s Gladstone Neighborhood Redevelopment Plan states: “Key components of the Master
Plan include intense development at the core of the Frost Ave and English Streets and integrated
land use patterns with 650 new housing units.”
Background:
Tax Increment Financing
On July 22, 2019, the city adopted a modified enabling resolution for the Maplewood Economic
Development Authority, which grants the EDA authority to use tax increment financing (TIF). 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 property taxes. TIF captures only the increase in taxes and not the
current or base amount of taxes that are currently paid. The increment can be used by the EDA to
repay debt, obligations, or certain costs incurred by the city as a result of the development. For this
application, the City would issue a Pay-As-You-Go (PAYGO) TIF Note to the developer for costs
associated with the redevelopment project. The PAYGO TIF Note would obligate the city to pay a
portion of the annually generated tax increment over a specified period of time. The goal of the
proposed TIF district is to support the redevelopment of the site, which would not occur “but
for” financial assistance from the EDA.
Proposed Development
The developer JB Vang, operating as Gladstone Village II Limited Partnership for this project, has
received land use approvals for the redevelopment of 1880 English Street North. The project
includes removing the existing manufactured home park and building a 56-unit multi-family
building. The building would be four stories of above-ground wood-framed construction and a floor
of underground parking. The entire building will be approximately 98,079 gross total square feet,
with an approximately 19,243 square foot footprint. The 56-unit affordable housing building includes
the approximate unit mix: 21 percent one-bedrooms, 34 percent two-bedrooms, 29 percent three-
bedroom, and 16 percent four-bedrooms. There will be 72 parking spaces provided on-site, of
which 50 spaces will be within a secured parking garage.
The proposed building will be constructed primarily of brick and stucco with metal accents. Its
amenities include a community, co-working room, and fitness center. The courtyard, shaped by the
building facing south, is utilized as an outdoor grilling patio and playground, giving the residents a
resident-only outdoor space.
TIF District and TIF Plan
The first resolution before the EDA would create a new redevelopment TIF district by adopting a tax
increment financing plan. This plan outlines the district boundaries, objectives and policies, fiscal
impacts, and the maximum budget for the district. The TIF plan itself does not grant any specific TIF
assistance or city financial obligations to support development within the district. The specific terms
of the TIF assistance are provided in the development agreement between the EDA and the
developer.
Development Agreement
City staff and our legal and financial advisors have negotiated the attached development
agreement, which outlines the final details of the financial assistance.
EDA Special Meeting Packet Page Number 6 of 130
G1
The development agreement provides $310,000of thepresent value offinancialassistance to the
developer.
The proposed agreement includes the following additional terms:
The EDA will issue a Pay-As-You-Go (PAYGO) Note in the principal amount of $310,000.
The note will bear simple, non-compounding interest at the lesser of 6.5% or the rate of the
developer’s first mortgage.
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 EDA would only pay the developer from increment annually generated and nothing
more. If the amount of increment annually generated is not enough to pay the PAYGO Note,
the EDA is not obligated to pay the difference. The developer assumes the financial risk.
The term of the note is a maximum of 20 years.
The developer will commence construction by May 1, 2025, and complete construction by
January 31, 2026.
Interfund Loan Resolution
It is also recommended that the EDA approves an interfund loan from the EDA’s general fund to
pay any upfront costs of establishing and administering the TIF district and negotiating and drafting
the development agreement not already paid by the developer. Should the EDA need to draw on
the inter-fund loan, it will be paid back by the EDA’s retained share of the tax increments set aside
to pay for administrative expenses.
Attachments:
1. Resolution Adopting Modification of the Development District Program for Development
District No. 1 and the Tax Increment Financing Plan for Tax Increment Financing District No.
1-18
2. Contract for Private Development
3. Resolution Authorizing Interfund Loan
4. Modification to the Development Program and Tax Increment Financing Plan
EDA Special Meeting Packet Page Number 7 of 130
G1, Attachment 1
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
SOLUTION NO. __________
RE
RESOLUTION ADOPTING MODIFICATION OF THE
DEVELOPMENT DISTRICT PROGRAM FOR DEVELOPMENT
DISTRICT NO. 1 AND THE TAX INCREMENT FINANCING
PLAN FOR TAX INCREMENT FINANCING DISTRICT NO. 1-
18
BE IT RESOLVED by the Board of Commissioners of 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 July 22,
2019, MEDA has all the powers and authority of an economic development authority under
Minnesota Statutes, sections 469.090 through 469.1081 (the “EDA Act”), 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 assistance
for projects which advance its goals.
To promote development and redevelopmentof the community, the City previously
1.04.
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 property at 1880 English
Street N., MEDA authorized the preparation of a modification of the Development Program and a
tax increment financing plan (the “TIF Plan”) for Tax Increment Financing District No. 1-18 (the
“TIF District”), which are 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. 1-18”, and on file with MEDA.
Section 2. Authority Approval.
2.01. Copies of the modified Development Program and the TIF Plan were transmitted
to the board of Independent School District No. 622 and the board of commissioners of Ramsey
County on September 27, 2024, for review and comment and said public bodies were notified of
the public hearing to be held on the modified Development Program and TIF Plan by the City on
EDA Special Meeting Packet Page Number 8 of 130
G1, Attachment 1
October 28, 2024. Notice was also provided to the Ramsey County commissioner in whose district
the TIF District is located 30 days before publication of the notice of the public hearing.
2.02. On October 28, 2024, the City opened the public hearing and continued it to
November 12, 2024.
MEDA finds that its objectives of encouraging development and redevelopment
2.03.
within the designated area of Maplewood will be advanced by adoption of the modified
Development Program and the TIF Plan.
2.04. MEDA also finds that the modified Development Program and the TIF Plan are
consistent with the City’s comprehensive plan.
2.05. The modified Development Program and TIF Plan are hereby adopted.
Section 3. Further Proceedings.
3.01. MEDA requests that the City hold the continued public hearing on the modified
Development Program and the TIF Plan pursuant to Minnesota Statutes, section 469.175 and
recommends that the modified Development Program and TIF Plan be approved by the City.
3.02. Upon approval of the modified Development Program and the TIF Plan by the City,
MEDA’s executive director is authorized and directed to request that the original tax capacity of
the property within TIF District No. 1-18 be certified to MEDA by Ramsey County.
Dated: November 12, 2024
______________________________
Rebecca Cave, Vice President
T:
ATTES
_____________________________
Michael Sable, Executive Director
EDA Special Meeting Packet Page Number 9 of 130
G1, Attachment 2
Execution Copy
CONTRACT
FOR
PRIVATE DEVELOPMENT
By and Between
THE MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
and
GLADSTONE VILLAGE II LIMITED PARTNERSHIP
This document drafted by:
KENNEDY & GRAVEN, CHARTERED (RHB)
150 South Fifth Street
Suite 700
Minneapolis, MN 55402
(612) 337-9300
EDA Special Meeting Packet Page Number 10 of 130
G1, Attachment 2
TABLE OF CONTENTS
PAGE
PREAMBLE ....................................................................................................................................1
ARTICLE I
Definitions
Section 1.1. Definitions................................................................................................................2
Section 1.2. Exhibits ...................................................................................................................5
Section 1.3. Rules of Interpretation ............................................................................................5
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the EDA ....................................................................................6
Section 2.2. Representations and Warranties by the Developer ..................................................6
ARTICLE III
Acquisition of Development Property; Public Assistance
Section 3.1. Acquisition of Development Property .....................................................................7
Section 3.2. Issuance of Pay-As-You-Go Note ...........................................................................7
Section 3.3. Conditions Precedent to Issuance of the Note .........................................................8
Section 3.4. Records ....................................................................................................................9
Section 3.5. Lookback at Completion of Construction ...............................................................9
Section 3.6. No Business Subsidy................................................................................................9
ARTICLE IV
Construction of Minimum Improvements; Public Improvements; Income Restrictions
Section 4.1. Construction of Minimum Improvements .............................................................10
Section 4.2. Preliminary Plans and Construction Plans .............................................................10
Section 4.3. Commencement and Completion of Construction; Repair ....................................10
Section 4.4. Certificate of Completion ......................................................................................11
Section 4.5 City Approvals .......................................................................................................12
Section 4.6 Declaration Regarding Income Restrictions ..........................................................12
ARTICLE V
Insurance
Section 5.1. Insurance ................................................................................................................13
Section 5.2. Evidence of Insurance ...........................................................................................14
EDA Special Meeting Packet Page Number 11 of 130
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PAGE
ARTICLE VI
Payment of Taxes; Assessment Agreement; Use of Tax Increment
Section 6.1. Taxes ......................................................................................................................14
Section 6.2. Suspension or Reduction of Payments on Note .....................................................14
Section 6.3. Right to Collect Delinquent Taxes and Special Assessments ................................15
Section 6.4. Use of Tax Increment.............................................................................................15
ARTICLE VII
Restrictions on Sale of Minimum Improvements; Termination of Agreement
Section 7.1. Prohibition Against Sale of Minimum Improvements ...........................................15
Section 7.2. Termination of Agreement .....................................................................................16
ARTICLE VIII
Events of Default
Section 8.1. Events of Default Defined .....................................................................................17
Section 8.2. Remedies on Default ..............................................................................................17
Section 8.3. Remedies after Certificate of Completion .............................................................18
Section 8.4. No Remedy Exclusive............................................................................................19
Section 8.5. No Additional Waiver Implied by One Waiver .....................................................19
ARTICLE IX
Additional Provisions
Section 9.1. Conflict of Interests; Representatives Not Individually Liable .............................19
Section 9.2. Equal Employment Opportunity ............................................................................19
Section 9.3. Restrictions on Use ................................................................................................19
Section 9.4. Notices and Demands ............................................................................................19
Section 9.5. Counterparts ...........................................................................................................20
Section 9.6. Disclaimer of Relationships ...................................................................................20
Section 9.7. Amendment ............................................................................................................20
Section 9.8. Recording; Agreement Runs with the Land ...........................................................20
Section 9.9. Release and Indemnification Covenants ................................................................21
Section 9.10. Titles of Articles and Sections ...............................................................................21
Section 9.11. Governing Law; Venue ..........................................................................................21
Section 9.12. Fees and Charges ...................................................................................................21
Section 9.13. Notice of Unavoidable Delays ...............................................................................21
TESTIMONIUM............................................................................................................................23
SIGNATURES ......................................................................................................................... 23-24
EXHIBIT A LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY
EXHIBIT BLIST OF PRELIMINARY PLANS
EXHIBIT CFORM OF CERTIFICATE OF COMPLETION
EXHIBIT D FORM OF AUTHORIZING RESOLUTION WITH NOTE
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EXHIBIT EFORM OF INVESTMENT LETTER
EXHIBIT F FORM OF DECLARATION OF RESTRICTIVE COVENANTS
EXHIBIT G TOTAL DEVELOPMENT COST
EDA Special Meeting Packet Page Number 13 of 130
G1, Attachment 2
CONTRACT FOR PRIVATE DEVELOPMENT
This Contract for Private Development (the “Agreement”) is made this _____ day of
_________, 2024, 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, MN 55109 (the “EDA”), and Gladstone Village II Limited Partnership, a
limited partnership under the laws of Minnesota, having its principal office at 1335 Pierce Butler
Route, St. Paul, Minnesota 55104 (the “Developer”).
WITNESSETH:
WHEREAS, the EDA has established Development District No. 1 (the “Development
District”) and adopted a Redevelopment Plan to encourage development and redevelopment in the
Development District; and
WHEREAS, the EDA finds that it is in the public interest, helpful for the tax base and
beneficial for the health, safety and welfare of the community as a whole to promote
redevelopment of the Development District with, among other uses, affordable housing projects
in locations where it is compatible with surrounding land uses; and
WHEREAS, the EDA finds that, due to market conditions which exist today and are likely
topersist for the foreseeable future, the private sector alone is not able to accomplish construction
of affordable housing and, therefore, such will not occur without public intervention; and
WHEREAS, to foster the redevelopment described above, the EDA has also established
Tax Increment Financing District No. 1-18 (the “TIF District”) within the Development District,
and adopted a tax increment financing plan related thereto (the “TIF Plan”), all pursuant to
Minnesota Statutes, sections 469.174 through 469.1794, as amended (the “TIF Act”); and
WHEREAS, the Developer has proposed to develop the property generally located at 1880
English Street and legally defined in this Agreement as the Development Property, through
construction of a project consisting of 56 affordable multifamily rental apartments (the “Minimum
Improvements”), as more fully described herein; and
WHEREAS, the EDA believes the Developer’s proposal is in the vital and best interests of
the City and the health, safety and welfare of its residents, and in accord with the public purposes
and provisions of the applicable state and local laws and requirements for which the Development
District and the TIF District were established.
NOW, THEREFORE, in consideration of the covenants and the mutual obligations of the
parties hereto, each does hereby covenant and agree with the other as follows:
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G1, Attachment 2
ARTICLE I
Definitions
Section 1.1. Definitions. In this Agreement the following terms shall have the meanings
given below unless a different meaning clearly appears from the context:
“Administrative Costs” means the administrative expenses incurred by the EDA regarding
the TIF District as defined in section 469.174, subd. 14 of the TIF Act.
“Agreement” means this Agreement, as the same may be from time to time modified,
amended, or supplemented.
“Assessor” means the Ramsey County assessor.
“Authorizing Resolution” means the resolution, in substantially the form attached hereto
as Exhibit D, which authorizes the issuance of the Note by the EDA Executive Director upon
satisfaction of the conditions precedent specified in Section 3.3 of this Agreement.
“Available Tax Increment” means 90 percent of the Tax Increment paid to the EDA by the
County with respect to the Development Property and the Minimum Improvements.
“Business Subsidy Act” means Minnesota Statutes, sections 116J.993 through 116J.995, as
amended.
“Certificate of Completion” means the certificate, in substantially the form attached hereto as
Exhibit C, which will be provided by the EDA to the Developer pursuant to Article IV of this
Agreement.
“Certificate of Occupancy” means the certificate issued by the City’s building official
under the State building code authorizing occupancy of the Minimum Improvements.
“City” means the city of Maplewood, a municipal corporation under the laws of Minnesota.
“City Approvals” means, collectively, a conditional use permit, design review, utility
easement vacation and any other land use approvals or entitlements required by the City prior to
the Developer being authorized to construct the Minimum Improvements.
“Construction Plans” means the final plans for construction of the Minimum Improvements
which will be submitted by the Developer pursuant to section 4.2 of this Agreement.
“County” means Ramsey County, Minnesota.
“Declaration” means the Declaration of Restrictive Covenants concerning the Minimum
Improvements substantially in the form attached hereto as Exhibit F.
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G1, Attachment 2
“Developer” means Gladstone Village II Limited Partnership, a limited partnership under
the laws of Minnesota.
“Development District” means the EDA’s Development District No. 1.
“Development Property” means the property generally located at 1880 English Street. The
Development Property is legally described in Exhibit A attached hereto.
“Economic Development Authorities Act” or “EDA Act” means Minnesota Statutes,
sections 469.090 through 469.108, as amended.
“Economic Development Authority” or “EDA” means the Maplewood Economic
Development Authority.
“Event of Default” means an action by the Developer or the EDA listed in Article VIII of
this Agreement.
“Final Payment Date” means the earliest of (i) the date on which the entire principal of and
accrued interest on the Note have been paid in full; or (ii) February 1, 2047 or (iii) the date this
Agreement or the Note is terminated or cancelled in accordance with the terms hereof or deemed
paid in full; or (iv) the February 1 following the date the TIF District is terminated in accordance
with the TIF Act.
“Housing and Redevelopment Authority Act” or “HRA Act” means Minnesota Statutes,
sections 469.001 through 469.047, as amended.
“Investment Letter” means the investment letter in substantially the form attached hereto
as Exhibit E to be delivered by the Developer to the EDA prior to the issuance of the Note.
“Material Change” means a substantial change in the Construction Plans which requires
new or revised City Approvals or one which will adversely affect the generation of Tax Increment
from the Development Property or Minimum Improvements. Minor changes in the Construction
Plans which do not change the building footprint, number of total units or parking spaces, or the
number of affordable units will not constitute a Material Change. Exterior building materials shall
be substantially the same as approved by the City but City staff may approve minor deviations.
“Minimum Improvements” means the construction of 56 units of affordable housing. After
completion of the Minimum Improvements, the term shall mean the Development Property as
improved by the Minimum Improvements.
“Note” means the taxable Tax Increment Revenue Note, in substantially the form set forth
in the Authorizing Resolution, to be delivered by the EDA to the Developer to reimburse the
Developer for the Qualifying Costs pursuant to Article III of this Agreement.
“Payment Date” means August 1, 2027 and each February 1 and August 1 thereafter to and
including the Final Payment Date.
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G1, Attachment 2
“Preliminary Plans” means the plans of the Minimum Improvements referenced in
Exhibit B attached hereto.
“Public Assistance” means the financial assistance to be offered by the EDA to the
Developer through issuance of the Note.
“Qualifying Costs” means the actual cost, in an amount not exceeding $310,000, of site
acquisition, demolition of existing structures, public infrastructure, site preparation, site
improvements, utilities, and other qualifying expenditures made by the Developer related to
completion of the Minimum Improvements which the EDA intends to partially reimburse through
the Note.
“Qualifying Tenants” shall have the meaning given to it in the Declaration.
“Redevelopment Plan” means the redevelopment plan for the Development District, as
amended.
“Rental Housing Unit” means one of the 56 rental housing units constructed as part of the
Minimum Improvements.
“Sale” means any conveyance of fee simple title in and to the Minimum Improvements or
the Development Property, as more fully defined in Article VII of this Agreement.
“State” means the state of Minnesota.
“Substantial Completion” means completion of the Minimum Improvements to a degree
allowing the issuance of at least a temporary certificate of occupancy for the Minimum
Improvements by the City’s building official.
“Tax Increment” means the tax increment, as that term is defined in Minnesota Statutes,
section 469.174, subd. 25, which is paid to the EDA by the County with respect to the Minimum
Improvements and the Development Property.
“Tax Increment Financing Act” or “TIF Act” means Minnesota Statutes, sections 469.174
through 469.1794, as amended.
“Tax Increment Financing District” or “TIF District” means Tax Increment Financing
District No. 1-18 within Development District No. 1, a housing district within the meaning of
section 469.174, subd. 11 of the TIF Act.
“Tax Increment Financing Plan” or “TIF Plan” means the tax increment plan for the TIF
District which was approved by the EDA and the City on October 28, 2024.
EDA Special Meeting Packet Page Number 17 of 130
G1, Attachment 2
“Tax Official” means the Assessor, County auditor, County or state board of equalization,
the commissioners of revenue of the State, or any State or federal district court, the tax court of
the State, or the State Supreme Court.
“Termination Date” means the earlier of: (i) the date the TIF District is terminated in
accordance with the TIF Act; or (ii) the Final Payment Date.
“Total Development Cost” means the total expenditures by the Developer to complete the
Minimum Improvements, including land acquisition, hard construction costs, soft costs and
financing costs approved by the Developer’s senior construction debt lender.
“Unavoidable Delays” means a failure or delay in a party’s performance of its obligations
under this Agreement, or during any cure period specified in this Agreement which does not entail
the mere payment of money, not within the party’s reasonable controlincluding but not limited to
acts of God; pandemic or other public health emergency; delays which are the direct result of
adverse weather conditions; strikes or other labor troubles; problems with supply chain or materials
pricing; fire or other casualty to the Minimum Improvements; litigation commenced by third
parties which, by injunction or other similar judicial action, directly results in delays; or, except
those of the EDA reasonably contemplated by this Agreement, any acts or omissions of any
federal, State or local governmental unit, including delays in permitting not caused by the inaction
of the Developer, which directly result in delays in construction of the Minimum Improvements;
or any other cause beyond the reasonable control of a party.
Section 1.2. Exhibits. The following exhibits are attached to and by reference made a part
of this Agreement:
Exhibit A. Legal Description of Development Property
Exhibit B. List of Preliminary Plans
Exhibit C. Form of Certificate of Completion
Exhibit D. Form of Authorizing Resolution with Note
Exhibit E. Form of Investment Letter
Exhibit F. Form of Declaration of Restrictive Covenants
Exhibit G. Total Development Cost
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.
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(d) Any titles of the several parts, articles and sections of this Agreement are inserted
for convenience and reference only and shall be disregarded in construing or interpreting any of
its provisions.
ARTICLE II
Representations and Warranties
Section 2.1. Representations by the EDA. The EDA makes the following representations
as the basis for the undertaking on its part herein contained:
(a) The EDA is a public body corporate and politic under the laws of Minnesota. The
EDA has the authority to enter into this Agreement and carry out its obligations hereunder.
(b) The EDA has approved execution of this Agreement. The individuals executing
this Agreement and related agreements and documents on behalf of the EDA have the authority to
do so and to bind the EDA by their actions.
(c) The Development District is a redevelopment project which was created, adopted,
approved and revised in accordance with the EDA Act.
(d) The TIF District is a housing district within the meaning of Section 469.174, Subd.
11 of the TIF Act and was created, adopted and approved in accordance with the TIF Act.
(e) There are no previous agreements currently in effect to which the EDA is a party
pertaining to the Development Property which would preclude the parties from entering into this
Agreement or which would impede the fulfillment of the terms and conditions of this Agreement.
(f) The activities of the EDA pursuant to this Agreement are undertaken pursuant to the
Redevelopment Plan and the TIF Plan and are for the purpose of development of the Development
Property with a housing project.
(g) The EDA will act in a timely manner to consider all approvals required under this
Agreement and will cooperate with the Developer in seeking consideration of any approvals which
must be granted by the City and other public entities.
(h) To the best of the EDA’s knowledge, there is no pending or threatened suit, action
or proceeding against the EDA before any court, arbitrator, administrative agency or other
governmental authority that materially and adversely affects the validity of any of the transactions
contemplated hereby, the ability of the EDA to perform its obligations hereunder, or the validity
or enforcement of this Agreement.
Section 2.2. Representations and Warranties by the Developer. The Developer makes the
following representations and warranties as the basis for the undertaking on its part herein
contained:
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(a) The Developer is a limited partnership validly existing and in good standing under
the laws of the state of Minnesota. The Developer has the authority to enter into this Agreement
and carry out its obligations hereunder.
(b) The persons executing this Agreement and related agreements and documents on
behalf of the Developer have the authority to do so and to bind the Developer by their actions.
(c) The Developer will construct the Minimum Improvements in substantial
accordance with the terms of this Agreement, the Redevelopment Plan, the TIF Plan, the
Construction Plans, the City Approvals and all local, State and federal laws and regulations,
including, but not limited to, environmental, zoning, building code and public health laws and
regulations.
(d) The Developer will apply for and use all reasonable efforts to obtain, in a timely
manner, all other required permits, licenses and approvals from the City, and will meet, in a timely
manner, the requirements of all applicable local, State and federal laws and regulations which must
be obtained or met before the Minimum Improvements may be lawfully constructed or used for
their intended purpose.
(e) The Developer has analyzed the economics of acquisition of the Development
Property, the cost of site preparation, site improvements, utilities and construction of the Minimum
Improvements and concluded that, absent the Public Assistance to be offered under this
Agreement, it would not undertake this project.
(f) 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 organizational documents or any evidence of indebtedness, agreement
or instrument of whatever nature to which the Developer is now a party or by which it is bound, or
constitutes a default under any of the foregoing.
ARTICLE III
Acquisition of Development Property; Public Assistance
Section 3.1. Acquisition of Development Property. The Developer agrees to acquire fee
ownership of all of the Development Property by December 31, 2024. The EDA makes no
representations to the Developer regarding the suitability of the Development Property for the use and
purpose intended by the Developer.
te. (a) In consideration of the Developer
Section 3.2. Issuance of Pay-As-You-Go No
incurring the Qualifying Costs while constructing the Minimum Improvements, the EDA will issue
to the Developer the Note in the principal amount up to $310,000 in substantially the form set forth
in the Authorizing Resolution attached hereto as Exhibit D. The EDA and the Developer agree that
the consideration from the Developer for the purchase of the Note will consist of the Developer’s
payment of the Qualifying Costs which are eligible for reimbursement with Tax Increment and which
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are incurred by the Developer in at least the principal amount of the Note. The Authorizing Resolution
will authorize delivery of the Note by the EDA’s Executive Director upon satisfaction by the
Developer of all the conditions precedent specified in section 3.3 of this Agreement and interest will
begin accruing on the date of delivery of the Note. Any statement or estimate of Qualifying Costs
will not be treated as a limitation on reimbursement for any single category of Qualifying Costs
provided the Qualifying Costs in total do not exceed the principal amount of the Note.
(b) Subject to the provisions thereof, the Note shall bear simple, non-compounding
interest at the lesser of i) 6.5% per annum; or ii) the actual rate of interest paid by the Developer
on the first mortgage financing for the Minimum Improvements. Interest shall be computed on
the basis of a 360-day year consisting of twelve 30-day months. Principal and interest on the Note
will be payable on each Payment Date; however, the sole source of funds required to be used for
payment of the EDA’s obligations under this Agreement and under the Note shall be the Available
Tax Increment received in the 6-month period preceding each Payment Date. On each Payment
Date the Available Tax Increment shall be credited against the accrued interest then due on the
Note and then applied to reduce the principal. In the event the Available Tax Increment is not
sufficient to pay the accrued interest, the unpaid accrued interest shall be carried forward without
interest. All Tax Increment in excess of the Available Tax Increment necessary to pay the principal
and accrued interest on the Note is not subject to this Agreement, and the EDA retains full
discretion as to any authorized application thereof. To the extent that the Available Tax Increment
is insufficient through the Final Payment Date to pay all amounts otherwise due on the Note, said
unpaid amounts shall then cease to be any debt or obligation of the EDA whatsoever. No interest
will accrue during any period in which payments have been suspended pursuant to this Agreement
unless it is determined that the suspension of payments was not warranted under this Agreement
either by the EDA or by adjudication.
(c) The Developer understands and acknowledges that the EDA makes no
representations or warranties regarding the amount of Available Tax Increment or that revenues
pledged to the Note will be sufficient to pay the Note. Any estimates of Tax Increment prepared
by the EDA or its municipal advisors in connection with the TIF District or this Agreement are for
the benefit of the EDA and are not intended as representations on which the Developer may rely.
(d) The EDA acknowledges that the Developer may assign the Note to a lender that
provides the financing for the acquisition of the Development Property or the construction of the
Minimum Improvements. The EDA consents to this type of assignment, conditioned upon receipt
of an investment letter from the lender in a form reasonably acceptable to the EDA.
Section 3.3. Conditions Precedent to Issuance of the Note. Notwithstanding anything in
this Agreement to the contrary, the EDA’s Executive Director is authorized to issue the Note to
the Developer only after all of the following conditions precedent have been satisfied:
(a) The Developer has acquired the Development Property in fee;
(b) The Developer has executed this Agreement and it has been recorded against the
Development Property;
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(c) The Developer has executed the Declaration and it has been recorded against the
Development Property;
(d) The Developer has paid the fees provided for in section 9.12 of this Agreement;
(e) The Developer has achieved Substantial Completion of all elements the Minimum
Improvements and the EDA has issued the Certificate of Completion;
(f) The Developer has submitted evidence, including paid receipts and lien waivers, it
has incurred and paid for the Qualifying Costs in an amount not less than the principal amount of
the Note;
(g) The Developer has submitted the Investment Letter in the general form attached hereto
as Exhibit E;
(h) The Developer has complied with section 3.5 of this Agreement regarding its actual
Total Development Cost;
(i) The EDA has adopted the Authorizing Resolution; and
(j) There has been no Event of Default on the part of the Developer which has not been
cured.
Section 3.4. Records. The EDA and its representatives will have the right at all reasonable
times after reasonable notice to inspect, examine and copy invoices paid by the Developer and/or
its general contractor relating to the Minimum Improvements and the Qualifying Costs for which
the Developer will be reimbursed under the Note.
Section 3.5. Lookback at Completion of Construction. The principal amount of the Note
has been established based on the estimated Total Development Cost of the Minimum
Improvements. After completion of the Minimum Improvements but prior to issuance of the Note,
the Developer agrees to submit evidence of its actual Total Development Cost to the EDA for
comparison with the estimated Total Development Cost listed on Exhibit G. If the actual Total
Development Cost is less than the estimated Total Development Cost, the Note will be reduced by
50 percent of the amount the estimated cost exceeds the actual cost. The Note will not be issued
until the EDA has compared the actual and estimated cost as described herein and adjusted the
principal amount of the Note, if necessary.
Section 3.6. No Business Subsidy. All of the Public Assistance offered by the EDA to the
Developer under this Agreement is related to housing. Accordingly, this project qualifies for the
exception under Minnesota Statutes, section 116J.993, subd. 3(7) and the Public Assistance is not
a business subsidy within the meaning of the Business Subsidy Act.
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ARTICLE IV
Construction of Minimum Improvements; Public Improvements; Income Restrictions
Section 4.1. Construction of Minimum Improvements. The Developer agrees that it will
construct the Minimum Improvements on the Development Property substantially in accordance
with the Preliminary Plans and the Construction Plans. The Developer acknowledges that, in
addition to the requirements of this Agreement, construction of the Minimum Improvements will
necessitate compliance with the City Approvals and possible approvals by other governmental
agencies. To the extent such approvals have not already been obtained, the Developer agrees to
submit in a timely manner all applications for and pursue to their conclusion all other approvals
needed prior to constructing the Minimum Improvements.
Section 4.2. Preliminary Plans and Construction Plans. (a) The Developer has submitted
and the EDA has approved the Preliminary Plans listed in Exhibit B attached hereto. Prior to
beginning construction on the Minimum Improvements, the Developer shall submit dated
Construction Plans to the EDA. The Construction Plans shall provide for the construction of the
Minimum Improvements and shall be in substantial conformity with the Preliminary Plans and this
Agreement. The EDA will approve the Construction Plans, if they (1) are substantially consistent
with the Preliminary Plans; (2) conform to all applicable federal, State and local laws, ordinances,
rules and regulations; (3) are adequate to provide for the construction of the Minimum
Improvements; (4) conform to the State building code; and (5) if there has occurred no uncured
Event of Default on the part of the Developer. Except as otherwise set forth herein, no approval
by the EDA shall relieve the Developer of the obligation to comply with the terms of this
Agreement and the terms of all applicable federal, State and local laws, ordinances, rules and
regulations in the construction of the Minimum Improvements. Except as otherwiseset forth
herein, no approval by the EDA shall constitute a waiver of an Event of Default. The EDA shall
use good faith efforts to review the Construction Plans and either approve or reject them in writing
within 15 business days after receipt. Any rejection, in whole or in part, shall set forth in detail
the reasons for rejection.
(b) If the Developer desires to make any Material Change in the Construction Plans
after approval, the Developer shall submit the proposed change to the EDA for its approval. If the
proposed change is consistent with the Preliminary Plans or is otherwise acceptable to the EDA
and meets all other requirements of section 4.2(a) above, the EDA shall approve the proposed
change. Such change in the Construction Plans shall be deemed approved by the EDA unless
rejected, in whole or in part, by written notice by the EDA to the Developer, setting forth in detail
the reasons for rejection. Such rejection shall be made within 15 business days after receipt by the
EDA of the written notice of such change from the Developer.
Section 4.3. Commencement and Completion of Construction; Repair. (a) Subject to
Unavoidable Delays, the Developer agrees to commence construction of the Minimum
Improvements by May 1, 2025 but will remove all structures, including the manufactured housing
units, by no later than February 28, 2025. All work with respect to the Minimum Improvements
to be constructed or provided by the Developer on the Development Property shall be in substantial
conformity with the Construction Plans, as may be modified in accordance with this Agreement.
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The Developer shall make such periodic reports to the EDA regarding construction of the
Minimum Improvements as the EDAdeems necessary or helpful in order to monitor progress on
construction of the Minimum Improvements. Subject to Unavoidable Delays, the Developer
agrees to have achieved Substantial Completion of the Minimum Improvements by December 31,
2026.
(b) The Developer agrees to notify the EDA immediately in the case of damage
exceeding $250,000 in amount to, or destruction of, the Minimum Improvements or any portion
thereof resulting from fire or other casualty. In the event this type of damage or destruction occurs,
the Developer will forthwith repair, reconstruct and restore the Minimum Improvements to
substantially the same or an improved condition or value as it existed prior to the event causing
the damage and, to the extent necessary to accomplish the repair, reconstruction and restoration,
subject to the rights of Developer’s senior construction lender, the Developer will apply the net
proceeds of any insurance relating to the damage received by the Developer to the payment or
reimbursement of the costs thereof. The Developer will complete the repair, reconstruction and
restoration of the Minimum Improvements, regardless of whether the net proceeds of insurance
received by the Developer is sufficient to pay for the same. Any net proceeds remaining after
completion of the repairs, construction and restoration will be the property of the Developer.
(c) Notwithstanding anything to the contrary contained in this Agreement, in the event
of damage to the Minimum Improvements in excess of $250,000 and the Developer fails to
complete repair, reconstruction or restoration of the Minimum Improvements within 18 months
from the date of damage, the EDAmay, at its option, terminate the Note as provided in Section
8.2 hereof. If the EDA terminates the Note, the termination will constitute the EDA’s sole remedy
under this Agreement as a result of the Developer’s failure to repair, reconstruct or restore the
Minimum Improvements. Thereafter, the EDAwill have no further obligations to make any
payments under the Note.
Section 4.4. Certificate of Completion. (a) After Substantial Completion of the Minimum
Improvements in accordance with the Construction Plans and at the written request of the
Developer, the EDAwill, within 20 days thereafter, furnish the Developer with a Certificate of
Completion in the form of Exhibit C attached hereto. Such Certificate of Completion by the EDA
shall be a conclusive determination of satisfaction and termination of the agreements and
covenants in this Agreement with respect to the obligations of the Developer to construct the
Minimum Improvements and the dates for the beginning and completion thereof.
(b) The Certificate of Completion shall be in the form set forth in Exhibit C and will
enable it to be recorded in the proper County office for the recordation of deeds and other
instruments pertaining to the Development Property. If the EDA shall refuse to provide a
Certificate of Completion in accordance with the provisions of this section 4.4, the EDAshall
promptly notify Developer within the same 20 day period following receipt of request by the
Developer for the Certificate of Completion, and such notification from the EDAshall include a
written statement, indicating in clear detail in what respects the Developer has failed to complete
the Minimum Improvements substantially in accordance with the Construction Plans and what
measures or acts will be necessary, in the opinion of the EDA, for the Developer to take or perform
in order to obtain such certification. If the EDAfails to issue such a written statement within such
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20-day period, the EDA shall be deemed to have waived its right to do so and shall be deemed to
have issued a Certificate of Completion to the Developer. The Developer shall have 90 days
following receipt of the EDA’s written response to cure or agree to terms with the EDA regarding
issues to be resolved prior to the Developer obtaining a Certification of Completion from the EDA.
Section 4.5. City Approvals. Construction of the Minimum Improvements will require
obtaining and complying with the City Approvals.
Section 4.6. Declaration Regarding Income Restrictions. The Developer agrees that the
Minimum Improvements will be subject to the following tenant income restrictions:
(a) The Developer will cause 20 of the Rental Housing Units in the Minimum
Improvements to be occupied by Qualifying Tenants whose household income is 30 percent or
less of the area median gross income, another 22 of the Rental Housing Units to be occupied by
Qualifying Tenants whose household income is 50 percent or less of area median income, and
another 14 of the Rental Housing Units to be occupied by Qualifying Tenants whose household
income is 60 percent or less of area median income, as further described in the Declaration attached
hereto as Exhibit F. The Rental Housing Units which will be made available to Qualifying Tenants
will include 12 one-bedroom units, 19 two-bedroom units, 16 three-bedroom units and 9 four-
bedroom units. Prior to any payment under the Note, the Developer will deliver the executed
Declaration to the EDA in recordable form. The Declaration shall be in effect for a minimum of
26 years from the date of issuance of Certificate of Completion for the Minimum Improvements.
(b) As a condition to initial and continuing occupancy, each person who is intended to
be a Qualifying Tenant will be required annually to sign and deliver to the Developer a certification
in which the prospective Qualifying Tenant certifies as to his or her income. In addition, the person
will be required to provide whatever other information, documents, or certifications are reasonably
deemed necessary by the EDA’s Executive Director to substantiate his or her income, on an
ongoing annual basis, and to verify that the tenant continues to be a Qualifying Tenant.
Certifications will be maintained on file by the Developer with respect to each Qualifying Tenant
who resides in a Rental Housing Unit or resided therein during the immediately preceding calendar
year.
(c) The form of lease to be utilized by the Developer in renting any Rental Housing
Unit to any person who is intended to be a Qualifying Tenantmust provide for termination of the
lease and consent by the person to immediate eviction for failure to qualify as a Qualifying Tenant
as a result of any material misrepresentation made by the person with respect to income.
(d) On or before April 15 of each year during the term of the Declaration, commencing
on the first April 15 after issuance of the Certificate of Completion for the Minimum
Improvements, the Developer must submit evidence of tenant incomes, showing that tenants of at
least 37 of the Rental Housing Units meet the income restrictions set forth in the Declaration or
that such Rental Housing Units are being held open for tenants meeting the income restrictions set
forth in the Declaration.
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(e) While the covenants in this section 4.6 are in effect, the EDA and its representatives
will have the right at all reasonable times, and after reasonable notice, to inspect and to examine
and copy all books and records of the Developer and its successors and assigns relating to the
tenant income covenants described in this section 4.6 and in the Declaration.
(f) The Developer acknowledges that the primary purpose for requiring compliance by
the Developer with the rental restrictions provided in this Agreement and the Declaration is to
ensure compliance of the Minimum Improvements with the income covenants required under the
TIF Act for a housing tax increment financing district. If prior to the Termination Date the EDA
reasonably determines, based on the reports submitted by the Developer or otherwise that the
residential portion of the project no longer meets the requirements of a housing tax increment
financing district, such event will be deemed an Event of Default by the Developer under this
Agreement; provided, however, that the EDA may not terminate this Agreement so long as the
determination is being contested in good faith and has not been finally adjudicated.
(g) The Developer covenants and agrees that the Developer will cause or require as a
condition precedent to any conveyance, transfer, assignment, or any other disposition of the
Minimum Improvements prior to the Termination Date that the transferee assume in writing, in a
form acceptable to the EDA, all duties and obligations of the Developer under this section 4.6 and
the Declaration regarding income restrictions and verification of Qualified Tenants by means of
an assumption agreement acceptable to the EDA. The Developer will deliver an executed copy of
the assumption agreement to the EDAprior to the transfer.
ARTICLE V
Insurance
Section 5.1. Insurance. The Developer or its general contractor will provide and maintain,
at all times during the process of constructing the Minimum Improvements, a Special Form Basis
Insurance Policy and, from time to time during that period, at the request of the EDA no more
frequently than once annually, furnish the EDA with proof of payment of premiums on policies
covering the following:
(1) Builder’s risk insurance, written on the so-called “Builder’s Risk –
Completed Value Basis,” in an amount equal to one hundred percent (100%) of the
insurable value of the applicable portion of the Minimum Improvements at the date of
completion, and with coverage available in reporting form on the so-called “special” form
of policy;
(2)Commercial general liability insurance (including operations, contingent
liability, operations of subcontractors, completed operations and contractual liability
insurance) with limits against bodily injury and property damage of not less than
$1,000,000 for each occurrence (to accomplish the above-required limits, an umbrella
excess liability policy may be used); and
(3) Workers’ compensation insurance, with statutory coverage.
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Section 5.2. Evidence of Insurance. All insurance required in this Article V of this
Agreement must be taken out and maintained in responsible insurance companies selected by the
Developer which are authorized under the laws of Minnesota to assume the risks covered thereby.
In lieu of separate policies, the Developer may maintain a single policy, blanket or umbrella
policies, or a combination thereof, having the coverage required herein. Upon written request by
the EDA, the Developer agrees to deposit with the EDAa certificate or certificates or binders of
the respective insurers stating that such insurance is in force and effect.
ARTICLE VI
Payment of Taxes; Assessment Agreement; Use of Tax Increment
Section 6.1. Taxes. The Developer agrees that prior to the Termination Date: (i) it will
not seek administrative or judicial review of the applicability of any tax statute determined by any
Tax Official to be applicable to the Minimum Improvements or the Development Property or raise
the inapplicability of any such tax statute as a defense in any proceedings, including delinquent
tax proceedings; and (ii) it will not seek administrative or judicial review of the constitutionality
of any tax statute determined by any Tax Official to be applicable to the Minimum Improvements
or the Development Property or raise the unconstitutionality of any such tax statute as a defense
in any proceedings, including delinquent tax proceedings through:
(a) willful destruction of the Minimum Improvements or any part thereof;
(b) failure to reconstruct damaged or destroyed property pursuant to Section 4.3 of this
Agreement;
(c) an application to the commissioner of revenue of the State or to any local taxing
jurisdiction requesting an abatement or deferral of real estate taxes on the Minimum Improvements
or the Development Property;
(d) a transfer of the Minimum Improvements or the Development Property, or any part
thereof, to an entity exempt from the payment of real estate taxes under State law and that entity
applies for tax exemption; or
(e) any other proceedings, whether administrative, legal or equitable, with any
administrative body within the County or the State or with any court of the State or the federal
government.
Section 6.2. Suspension or Reduction of Payment on Note. a) The Developer may, at any
time following the issuance of the Certificate of Completion, seek through petition or other means
to have the Assessor’s estimated market value for the Minimum Improvements or Development
Property reduced. Such activity must be preceded by written notice from the Developer to the
EDA indicating its intention to do so.
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b) Upon receiving notice that the Developer seeks a reduction in the Assessor’s
estimated market value of all or any portion of the Minimum Improvements or Development
Property, or otherwise learning of the Developer’s intentions, the EDA may suspend or reduce
payments due under the Note until the actual amount of the reduction in market value is
determined, whereupon the EDA will make the suspended payments less any amount that the EDA
is required to repay the County as a result any retroactive reduction in market value of the
Minimum Improvements or Development Property. During the period that the payments are
subject to suspension, the EDA may make partial payments on the Note, from the amounts subject
to suspension, if it determines, in its sole and absolute discretion, that the amount retained will be
sufficient to cover any repayment which the County may require. The EDA’s suspension or
reduction of payments of the Note pursuant to this Section 6.2 shall not be considered a default
under section 8.1 hereof.
Section 6.3. Right to Collect Delinquent Taxes and Special Assessments. The Developer
acknowledges that at all times prior to the Termination Date the EDA shall have the right to sue
the Developer or its successors and assigns to collect delinquent real estate taxes and any penalty
or interest thereon and special assessments due on the Development Property or the Minimum
Improvements and to pay over the same as a tax payment to the County auditor. In any such suit
in which the EDAprevails, the EDA shall also be entitled to recover its reasonable out-of-pocket
costs and expenses, including attorney fees.
Section 6.4. Use of Tax Increment. The TIF District is a housing district within the
meaning of section 469.174, subd. 11 of the TIF Act. Except for payments to the Developer as
provided for in this Agreement and the Note, the EDA shall be free to use any Tax Increment it
receives from the County with respect to the TIF District for any purpose for which such increment
may lawfully be used under the TIF Act and the EDA shall have no obligations to the Developer
with respect to the use of such Tax Increment.
ARTICLE VII
Restrictions on Sale of Minimum Improvements; Termination of Agreement
Section 7.1. Prohibition Against Sale of Minimum Improvements.
(a) The Developer represents and agrees that its use of the Development Property and
its other undertakings pursuant to the Agreement, are, and will be, used for the purpose of
construction of the Minimum Improvements on the Development Property and not for speculation
in land holding. The Developer represents and agrees that, prior to the issuance of a Certificate of
Completion regarding the Minimum Improvements, there shall be no Sale of all or any portion of
the Development Property or the Minimum Improvements constructed thereon nor shall the
Developer suffer any such Sale to be made, without the prior written approval of the EDA, which
approval shall not be unreasonably withheld; provided however, notwithstanding the foregoing,
the Developer shall be entitled to lease Rental Housing Units to third parties without the prior
written approval of the EDA. As a condition of approval of any such Sale, the EDAshall require,
at a minimum, that the proposed transferee shall have entered into an agreement whereby the
transferee expressly assumes all of the Developer’s obligations under this Agreement. Any such
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agreement shall include the EDA as a party and otherwise be in form and substance reasonably
acceptable to the EDA.
(b) Notwithstanding anything in this Agreement to the contrary, Developer is
authorized, without the approval of EDA, to obtain construction and permanent financing for the
Minimum Improvements and to mortgage the Development Property and collaterally assign
payments under the Note to provide security for the construction and permanent financing. The
EDA agrees that this Agreement is subordinate to any mortgages and any regulatory agreements,
use agreements, assignments, declarations, restrictions, covenants, land use agreements, easements
and similar encumbrances now and hereafter recorded on the Development Property.
(c) After a Certificate of Completion has been issued, Developer or other transferor
may freely, without the approval of EDA, sell or transfer the Minimum Improvements or the
Development Property to any person at any time. In connection with such a sale or transfer,
Developer may assign its interest in this Agreement and the Note to the buyer or transferee,
provided that such buyer or transferee assumes and agrees to perform the obligations of Developer
hereunder. In the event that the Developer or other transferor enters into an agreement to sell or
transfer the Minimum Improvements or the Development Property or any portion to any person,
then, within 15 days after request, the EDA shall acknowledge and certify certain facts in
connection with this Agreement and the status of obligations of Developer/transferor under this
Agreement. The EDA shall provide this certification to Developer/transferor and any potential
buyer or transferee of the Minimum Improvements or the Development Property or any portion
thereof. The certification shall reference the following: (1) that the Developer/transferor and
transferee may rely on the representations and agreements made by the EDA in the certification;
(2) the status of the completion of the construction obligations of the Minimum Improvements; (3)
the amount of payments made under the Note and the outstanding principal balance of the Note, if
any, and that any amounts owed under the Note will be paid to Developer and not the transferee
unless the rights under the Note are specifically assigned to the transferee; (4) whether or not there
exists any defaults, events of default, or conditions which with the passage of time or giving of
notice would constitute a default under this Agreement; (5) that the principal amount of the Note
is subject to adjustment prior to issuance based on actual Total Development Cost pursuant to the
provisions of section 3.5 of this Agreement; and (6) such other matters as may be reasonably
requested by the Developer or the transferee.
Notwithstanding the foregoing, prior written approval from the EDA shall not be required for any
transfer or assignment prior to or after issuance of the Certificate of Completion: (i) to any entity
controlling, controlled by or under common control with the Developer; (ii) to any entity in which
the majority equity interest is owned by the parties that have a majority equity interest in the
Developer; or (iii) that after giving effect to such transfer or assignment does not result in a change
in control of the Developer.
Section 7.2. Termination of Agreement. Upon the occurrence of the Termination Date,
the parties agree to execute and record a document terminating this Agreement.
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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 by the Developer to acquire the Development Property in fee as required by
this Agreement;
(b) Failure by the Developer to seek such approvals or permits from the EDA and the
City and other entities which are necessary to construct the Minimum Improvements;
(c) Failure by the Developer to pay real estate taxes or special assessments on the
Minimum Improvements or the Development Property as they become due;
(d) Failure by the Developer to commence and 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
the Developer and the EDA;
(e) If the Developer shall file a petition in bankruptcy, or shall make an assignment for
the benefit of its creditors or shall consent to the appointment of a receiver;
(f) If there is a violation by the Developer of the Declaration with regard to the required
number or income limitations of the Qualifying Tenants or if the Developer fails to deliver the
annual rent and income reports required by the Declaration;
(g) Sale of the Minimum Improvements or the Development Property, or any portion
thereof, by the Developer in violation of Article VII of this Agreement; or
(h) Failure by either party to observe or perform any material covenant, condition,
obligation or agreement on its part to be observed or performed under this Agreement, including
but not limited to any action necessary for the establishment of the TIF District.
Section 8.2. Remedies on Default. Whenever any Event of Default referred to in
section 8.1 of this Agreement occurs, the non-defaulting party may take any one or more of the
following actions after providing 30 days written notice to the defaulting party of the Event of
Default, but only if the Event of Default has not been cured within said 30 days from the receipt
of Notice or, if the Event of Default is by its nature incurable within 30 days, the defaulting party
does not provide assurances to the non-defaulting party reasonably satisfactory to the non-
defaulting party that the Event of Default willbe cured and will be cured as soon as reasonably
possible:
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(a) Suspend its performance under this Agreement until it receives assurances from the
defaulting party, deemed adequate by the non-defaulting party, that the defaulting party will cure
its default and continue its performance under this Agreement;
(b) Prior to issuance of the Certificate of Completion, cancel and rescind or terminate
this Agreement;
(c) If the default occurs after issuance of a Certificate of Completion, the EDA may
suspend payments under the Note, subject to the provisions of section 8.3 of this Agreement; and
(d) Take whatever action, including legal or administrative action, which may appear
necessary or desirable to the non-defaulting party to collect any payments due under this
Agreement, including reimbursement of the Public Assistance previously granted, or to enforce
performance and observance of any obligation, agreement, or covenant of the defaulting party
under this Agreement.
The EDArecognizes and agrees that any lender who is the beneficiary of a mortgage
recorded against the Development Property, shall have the opportunity, but not the obligation, to
cure any default by the Developer under the same terms as the Developer, and any cure by such
lender shall be accepted or rejected as if made by the Developer.
Section 8.3. Remedies after Certificate of Completion. The EDA may exercise its rights
under section 8.2(c) only for the following Events of Default:
(a) the Developer fails to pay real estate taxes or special assessments on the Minimum
Improvements or the Development Property or any part thereof when due and the taxes or special
assessments have not been paid, or provision satisfactory to the EDA made for their payment,
within 45 days after written demand by the EDA to do so; or
(b) the Developer takes or permits an action prohibited by section 6.1 of this
Agreement; or
(c) the Developer transfers the Minimum Improvements or the Development Property,
or any part thereof, to an entity exempt from the payment of real estate taxes under State law; or
(d) the Developer fails to comply with the income restrictions or to deliver annual rent
and income reports as provided in Section 4.6 of this Agreement and the Declaration; provided
that, upon the Developer’s failure to provide annual reports, if uncured after 30 days’ written notice
to the Developer of the failure, the EDA may only suspend payments under the Note until the
Developer delivers said reports. If the Developer fails to deliver rent and income reports for a
period of six months following the date the reports are due after written notice to the Developer of
the failure, the EDA may terminate the Note and the TIF District; or
(e) a final determination by the State or a court of competent jurisdiction that the TIF
District does not or no longer qualifies as a housing tax increment financing district under the TIF
Act.
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Section 8.4. No Remedy Exclusive. No remedy conferred herein or reserved to the parties
is intended to be exclusive of any other available remedy or remedies, but each and every remedy
shall be cumulative and shall be in addition to every other remedy given under this Agreement or
now or hereafter existing at law or in equity. No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power or shall be construed to be a waiver
thereof, but any such right and power may be exercised from time to time and as often as may be
deemed expedient. In order to entitle the EDA or the Developer to exercise any remedy reserved
to it, it shall not be necessary to give notice, other than such notice as may be required under this
Agreement.
Section 8.5. No Additional Waiver Implied by One Waiver. In the event any covenant or
agreement contained in this Agreement should be breached by either party and thereafter waived
by the other party, such waiver shall be limited to the particular breach so waived and shall not be
deemed to waive any other concurrent, previous or subsequent breach hereunder.
ARTICLE IX
Additional Provisions
Section 9.1. Conflict of Interests; Representatives Not Individually Liable. No member,
official, or employee of the EDA shall have any personal financial interest, direct or indirect, in
the Agreement, nor shall any such member, official, or employee participate in any decision
relating to the Agreement which affects his or her personal financial interests or the interests of
any corporation, partnership, or association in which he or she is, directly or indirectly, interested.
No member, official, or employee of the EDA shall be personally liable to the Developer, or any
successor in interest, in the event of any default or breach or for any amount which may become
due or on any obligations under the terms of this Agreement.
Section 9.2. Equal Employment Opportunity. The Developer, for itself and its successors
and assigns, agrees that during the construction of the Minimum Improvements provided for in
this Agreement, it will comply with all applicable equal employment and nondiscrimination laws
and regulations.
Section 9.3. Restrictions on Use. The Developer agrees that through the Termination
Date it will use the Minimum Improvements for only such uses as permitted under the City’s land
use regulations and in compliance with the City Approvals.
Section 9.4. Notices and Demands. Except as otherwise expressly provided in this
Agreement, any notice, demand, or other communication under the Agreement or any related
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 Developer:Gladstone Village II Limited Partnership
C/O JB Vang Partners, Inc.
1335 Pierce Butler Route
St. Paul, MN 55104
Attn: J. Kou Vang
and with a copy to: Hust Law
5021 Vernon Ave. S., #298
Minneapolis, MN 55436
Attention: Bridget A. Hust
and with a copy to: NDC Corporate Equity Fund 21, L.P.
c/o NDC Housing and Economic
Development
PO Box 845322
Boston, MA 02284-5322
Attn: Daniel Marsh III, President
(b) in the case of the EDA: Maplewood Economic Development
Authority
1830 County Road B E
Maplewood, MN 55109
Attn: Executive Director
and with a copy to: Kennedy & Graven, Chartered
150 South Fifth Street, Suite 700
Minneapolis, MN 55402
Attn: Ronald H. Batty
or at such other address with respect to either such party as that party may, from time to time,
designate in writing and forward to the other as provided in this section 9.4.
Section 9.5. Counterparts. Thi
s Agreement may be executed in any number of
counterparts, each of which shall constitute one and the same instrument.
Section 9.6. Disclaimer of Relationships. The Developer acknowledges that nothing
contained in this Agreement nor any act by the EDAor the Developer shall be deemed or construed
by the Developer or by any third person to create any relationship of third-party beneficiary,
principal and agent, limited or general partner, or joint venture between the EDA and the
Developer.
Section 9.7. Amendment. This Agreement may be amended only by the written agreement
of the parties.
Section 9.8. Recording; Agreement Runs with the Land. The EDA intends to record this
Agreement among the County land records and the Developer agrees to pay for the cost of
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recording same. This Agreement runs with the Development Property and shall bind the
successors and assigns of the EDA and the Developer.
Section 9.9. Release and Indemnification Covenants. a) Except for any negligent act or
willful misconduct of the following named parties, the Developer hereby releases from and
covenants and agrees that the EDA, and its governing body members, officers, agents, servants,
and employees (the “Indemnified Parties”) shall not be liable for, and hereby agrees to indemnify
and hold harmless the Indemnified Parties against any loss or damage to property or any injury to
or death of any person occurring at or about or resulting from any defect in the Minimum
Improvements.
b) The aforesaid indemnification shall not apply to willful misrepresentation or any
willful or wanton misconduct or negligence of the EDA.
c) Except for any negligent or willful act of the EDA, the Indemnified Parties shall
not be liable for any damage or injury to the persons or property of the Developer or its partners,
officers, agents, servants or employees or any other person who may be about the Minimum
Improvements or the Development Property due to any act of negligence of any person.
Section 9.10. Titles of Articles and Sections. Any titles of the several parts, articles, and
sections of this Agreement are inserted for convenience of reference only and shall be disregarded
in construing or interpreting any of its provisions.
Section 9.11. Governing Law; Venue. This Agreement shall be construed in accordance
with the laws of Minnesota. Any dispute arising from this Agreement shall be heard in the State
or federal courts of Minnesota, and all parties waive any objection to the jurisdiction thereof,
whether based on convenience or otherwise.
Section 9.12. Fees and Charges. The Developer agrees to reimburse the EDA for all
reasonable fees or costs for legal, municipal advisory, engineering, planning or other staff time for
modification of the Redevelopment Plan and preparation of the TIF Plan and related documents;
the analysis, drafting or negotiating this Agreement and related documents and the recording
thereof; and for reviewing any plans regarding the Minimum Improvements submitted in
satisfaction of this Agreement. The Developer also agrees to reimburse the City for all reasonable
fees and costs incurred by the City in connection with construction of the Minimum Improvements
and the City Approvals. The Developer and its representatives will have the right at all reasonable
times after reasonable notice to inspect, examine and copy invoices and supporting documents
relating to the fees and charges to be reimbursed pursuant to this Section.
Section 9.13. Notice of Unavoidable Delays. Within ten (10) days after a party impaired
by an Unavoidable Delay has knowledge of the delay it shall give the other party notice of the
delay and the estimated length of the delay, and shall give the other party notice of the actual length
of the delay within ten (10) days after the cause of the delay has ceased to exist. The parties shall
pursue with reasonable diligence the avoidance and removal of any such delay. Unavoidable
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Delay shall not extend performance of any obligation required under this Agreement unless the
notices required in this section are given as herein required.
* * * * * * * *
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IN WITNESS WHEREOF, the EDA and the Developer have caused this Agreement to be
duly executed in their names and behalves on or as of the date first above written.
MAPLEWOOD ECONOMIC
DEVELOPMENT AUTHORITY
By:
Marylee Abrams, President
By:
Michael Sable, Executive Director
STATE OF MINNESOTA )
) ss.
COUNTY OF _________ )
The foregoing instrument as acknowledged before me this _____ day of ____________,
2024, 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
STATE OF MINNESOTA )
) ss.
COUNTY OF _________ )
The foregoing instrument as acknowledged before me this _____ day of ____________,
2024, by Michael Sable, 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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GLADSTONE VILLAGE II LIMITED
PARTNERSHIP
By: Frost-English Partners LLC
It: General Partner
By: ___________________________
J. Kou Vang, President
STATE OF MINNESOTA )
) ss.
COUNTY OF _________ )
The foregoing instrument was executed before me this _____ day of _______________,
2024, by J. Kou Vang, the President of Frost-English Partners LLC, a Minnesota limited liability
company, the General Partner of Gladstone Village II Limited Partnership, a limited partnership
under the laws of Minnesota, on behalf of the limited partnership.
____________________________________
Notary Public
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EXHIBIT A TO
CONTRACT FOR PRIVATE DEVELOPMENT
LEGAL DESCRIPTION OF DEVELOPMENT PROPERTY
The Development Property is legally described as follows:
\\
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EXHIBIT B TO
CONTRACT FOR PRIVATE DEVELOPMENT
LIST OFPRELIMINARY PLANS
The following constitute the Preliminary Plans of the Minimum Improvements:
Site Plan
Landscape Plan
Tree Preservation Plan
Building Elevations
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EXHIBIT C TO
CONTRACT FOR PRIVATE DEVELOPMENT
FORM OF
CERTIFICATE OF COMPLETION
WHEREAS, the Maplewood Economic Authority, a public body corporate and politic
under the laws of Minnesota (the “EDA”), and Gladstone Village II Limited Partnership, a limited
partnership under the laws of Minnesota_ (the “Developer”), have entered into a certain Contract
for Private Development (the “Agreement”) dated the ____ day of ____________, 2024, and
recorded in the office of the ____________ in Ramsey County, Minnesota, as Document No.
__________, which Agreement contained certain covenants and restrictions regarding completion
of the Minimum Improvements, as defined in the Agreement; and
WHEREAS, the Developer has performed said covenants and conditions in a manner
deemed sufficient by the EDA to permit the execution and recording of this certification.
NOW, THEREFORE, this is to certify that all construction of the Minimum Improvements
specified to be done and made by the Developer has been completed and the ___________ 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:
_________, President
By:
_________, Executive Director
EDA Special Meeting Packet Page Number 46 of 130
G1, Attachment 2
STATE OF MINNESOTA )
) ss.
COUNTY OF _________ )
The foregoing instrument as acknowledged before me this _____ day of ____________,
202__, by __________________, the President of the Maplewood Economic Development
Authority, apublic body corporate and politic under the laws of Minnesota, on behalf of the EDA.
____________________________________
Notary Public
STATE OF MINNESOTA )
) ss.
COUNTY OF _________ )
The foregoing instrument as acknowledged before me this _____ day of ____________,
202__`, by __________________, the Executive Director of the Maplewood Economic
Development Authority, a public body corporate and politic under the laws of Minnesota, on
behalf of the EDA.
____________________________________
Notary Public
This Instrument was Drafted by:
KENNEDY & GRAVEN, CHARTERED (RHB)
150 South Fifth Street, Suite 700
Minneapolis, MN 55402
(612) 337-9300
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EXHIBIT D TO
CONTRACT FOR PRIVATE DEVELOPMENT
FORM OF AUTHORIZING RESOLUTION WITH NOTE
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO. ______
RESOLUTION APPROVING THE ISSUANCE OF, AND
PROVIDING THE FORM, TERMS, COVENANTS AND
DIRECTIONS FOR THE ISSUANCE OF ITS TAXABLE TAX
INCREMENT REVENUE NOTE, SERIES 202__ IN AN
AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED
$310,000
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. 1-18 (the “TIF District”), located in 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(each as defined in the Agreement (defined below))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 Maplewood that it issue and sell its taxable Tax Increment Revenue Note, Series 202__
(the “Note”), in the aggregate principal amount up to $310,000, 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 Gladstone Village II Limited Partnership, a limited partnership under the laws of Minnesota
(the “Owner”), and authorized the President and Executive Director 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 at the lesser of i) 6.5 per annum; or ii) the actual
rate of interest paid by the Developer on the first mortgage financing for the Minimum
Improvements. In exchange for the EDA’s issuance of the Note to the Owner, the Owner will pay
certain costs related to the Minimum Improvements (the Qualifying Costs, as defined in the
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Agreement) pursuant to Section 3.2 of the Agreement. The Note will be delivered in the principal
amount up to $310,000 for reimbursement of the Owner’s costs in accordance with the terms of
Sections 3.2 and 3.3 of the Agreement.
Section 2. Form of Note. The Note will be in substantially the following form, with
the blanks to be properly filled in and the principal amount and payment schedule adjusted as of
the date of issue:
UNITED STATE OF AMERICA
STATE OF MINNESOTA
RAMSEY COUNTY
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
No. R-1 $310,000
TAXABLE TAX INCREMENT REVENUE NOTE
SERIES 202__
Date
Rate of Original Issue
\[lesser of i) 6.5% per annum; or ii) the actual rate of interest paid by the Developer on the first
mortgage financing for the Minimum Improvements\]
The Maplewood Economic Development Authority (the “EDA”), for value received,
certifies that it is indebted and hereby promises to pay to Gladstone Village II Limited Partnership,
a limited partnership, or registered assigns (the “Owner”), the principal sum of $310,000 with
interest thereon at the rate specified below, as and to the extent set forth herein.
1. Payments. Principal and interest payments (“Payments”) will be paid on August 1,
2027, and each February 1 and August 1 thereafter until the earlier of payment in full or February 1,
2047 (“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.
nterest shall be simple, non-compounding interest at the lesser of i) 6.5%
2. Interest. I
per annum; or ii) the actual rate of interest paid by the Developer on the first mortgage financing
for the Minimum Improvements. 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
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Minimum Improvements (as defined in the Agreement) and paid to the EDA by Ramsey County,
Minnesota 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 ______________,
2024 (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
Increment. If on any Payment Date there is insufficient Available Tax Increment to pay accrued
and unpaid interest on this Note on such date, the amount of such deficiency shall be deferred and
paid, without interest thereon, on the next Payment Date on which the EDA has Available Tax
Increment in excess of the amount necessary to pay the accrued and unpaid interest on this Note
on such subsequent Payment Date. 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, 2047.
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. 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. The EDA may also suspend
payments under this Note in accordance with Section 6.2 of the Agreement.
6. Nature of Obligation. This Note is a single note in the total principal amount of
$310,000 issued to aid in financing certain public costs of a Development District undertaken by
the EDA pursuant to Minnesota Statutes, Sections 469.090 through 469.108, as amended, and is
issued pursuant to an authorizing resolution (the “Resolution”) duly adopted by the EDA on
______________, 202__, pursuant to and in full conformity with the Constitution and laws of the
State of Minnesota, including Minnesota Statutes, Sections 469.174 to 469.1794, as amended.
This Note is a limited obligation of the EDA which is payable solely from Available Tax Increment
pledged to the payment hereof under the Resolution. This Note will not be deemed to constitute a
general obligation of the State of Minnesota or any political subdivision thereof, including, without
limitation, the Maplewood Economic Development Authority 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 exceptout 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.
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7. Estimated Tax Increment Payments. Any estimates of Tax Increment prepared by
the EDAor its municipal 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; Assignment. 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 EDA’s Executive Director as Registrar, by the Owner hereof in person or by the
Owner’s attorney duly authorized in writing, upon surrender of this Note together with a written
instrument of transfer satisfactory to the EDA, duly executed by the Owner. Upon the transfer or
exchange and the payment by the Owner of any tax, fee, or governmental charge required to be
paid by the EDA with respect to the transfer or exchange, there will be issued in the name of the
transferee a new Note of the same aggregate principal amount and interest rate and maturing on
the same dates.
This Note may be transferred 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. This Note may be assigned with the consent of the
EDA, which will not be unreasonably withheld or delayed. 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.
This Note is subject to the Lookback provisions of section 3.5 of the Agreement.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required
by the Constitution and laws of the State of Minnesota to be done, to 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.
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IN WITNESS WHEREOF, the board of commissioners of the Maplewood Economic
Development Authority, has caused this Note to be executed with the manual signatures of its
President and Executive Director, all as of the Date of Original Issue specified above.
MAPLEWOOD ECONOMIC
DEVELOPMENT AUTHORITY
President Executive Director
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REGISTRATION PROVISIONS
The ownership of the unpaid balance of the within Note is registered in the bond register
of the EDA’s Executive Director, in the name of the person last listed below.
Date of RegistrationRegistered Owner Signature of Executive Director
Gladstone Village II Limited
Partnership
C/O JB Vang Partners, Inc.
1335 Pierce Butler Route
St. Paul, MN 55104
Attn: J. Kou Vang, President
Federal Tax ID #_______________
\[End of Form of Note\]
Section 3. Terms, Execution and Delivery.
3.01. Denomination, Payment. The Note will be issued as a single typewritten note
numbered R-1.
The Note will be issuable only in fully registered form. Principal and interest of the Note
will be payable by check or draft issued by the Registrar described herein.
3.02. Dates. Principal and interest of the Note will be payable by mail to the owner of
record thereof as of the close of business on the fifteenth day of the month preceding the Payment
Date, whether or not the day is a business day.
3.03. Registration. The EDA hereby appoints the Executive Director to perform the
functions of registrar, transfer agent and paying agent (the “Registrar”). The effect of registration
and the rights and duties of the EDA and the Registrar with respect thereto will be as follows:
(a) Register. The Registrar will keep at his office a bond register in which the Registrar
will provide for the registration of ownership of the Note and the registration of transfers and
exchanges of the Note.
(b) Transfer of Note. Upon surrender for transfer of the Note duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, in form reasonably
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly
authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the
name of the designated transferee or transferees, a new Note of a like aggregate principal amount,
interest rate and maturity, as requested by the transferor. Notwithstanding the foregoing, the Note
will not be transferred to any person other than an affiliate, or other related entity, of the Owner
unless the EDA has been provided with an investment letter in a form substantially similar to the
investment letter submitted by the Owner or a certificate of the transferor, in a form satisfactory to
EDA Special Meeting Packet Page Number 53 of 130
G1, Attachment 2
the EDA, that the transfer is exempt from registration and prospectus delivery requirements of
federal and applicable state securities laws. The Registrar may close the books for registration of
any transfer after the fifteenth day of the month preceding each Payment Date and until the
Payment Date.
(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 he is satisfied that the endorsement
on the Note or separate instrument of transfer is legally authorized. The Registrar will incur no
liability for his refusal, in good faith, to make transfers which he, in his judgment, deems improper
or unauthorized.
(e) Persons Deemed Owners. TheEDA 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 him 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 Chair 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 Special Meeting Packet Page Number 54 of 130
G1, Attachment 2
Section 4. Security Provisions.
4.01. Pledge. The EDA hereby pledges to the payment of the principal and interest of
the Note all Available Tax Increment as defined in the Note. Available Tax Increment will be
applied to payment of accrued interest first, then the principal of the Note in accordance with the
terms of the form of Note set forth in Section 2 of this resolution.
4.02. Bond Fund. Until the date the Note is no longer outstanding and no principal
thereof or interest thereon (to the extent required to be paid pursuant to this resolution) remains
unpaid, the EDA will maintain a separate and special “Bond Fund” to be used for no purpose other
than the payment of the principal of and interest on the Note. The EDA irrevocably agrees to
appropriate to the Bond Fund in each year Available Tax Increment. Any Available Tax Increment
remaining in the Bond Fund will be transferred to the EDA’s account for the TIF District upon the
payment of all principal and interest to be paid with respect to the Note.
Section 5. Certification of Proceedings.
5.01. Certification of Proceedings. The officers of the EDA are hereby authorized and
directed to prepare and furnish to the Owner of the Note certified copies of all proceedings and
records of the EDA, and the other affidavits, certificates, and information as may be required to
show the facts relating to the legality and marketability of the Note as the same appear from the
books and records under their custody and control or as otherwise known to them, and all the
certified copies, certificates, and affidavits, including any heretofore furnished, will be deemed
representations of the City 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 Housing and
Redevelopment Authority in and for the City of Maplewood.
Adopte
d by the Maplewood Economic Development Authority, this ____ day of ________,
202___.
President
Executive Director
EDA Special Meeting Packet Page Number 55 of 130
G1, Attachment 2
EXHIBIT E TO
CONTRACT FOR PRIVATE DEVELOPMENT
FORM OF INVESTMENT LETTER
To the Maplewood Economic Development Authority (the “EDA”)
Attention: Executive Director
Dated: __________________, 202__
Re: $310,000 Tax Increment Revenue Note (_________________ Project)
The undersigned, as Purchaser of $310,000 in principal amount of the above-captioned Tax
Increment Revenue Note (_______________________ Project) (the “Note”), approved by the
Maplewood Economic Development Authority on ______________, 202__, hereby represents to
you and to Kennedy & Graven, Chartered, Minneapolis, Minnesota, as legal counsel to the EDA,
as follows:
1. We understand and acknowledge that the Note is delivered to the Purchaser on this
date pursuant to the Contract for Private Development by and between the EDA and the Purchaser
dated __________________, 2024 (the “Agreement”).
2. The Note is payable solely from Available Tax Increment pledged to the Note, as
defined therein.
3. We have sufficient knowledge and experience in financial and business matters,
including purchase and ownership of municipal obligations, to be able to evaluate the risks and
merits of the investment represented by the purchase of the above-stated principal amount of the
Note.
4. We acknowledge that no offering statement, prospectus, offering circular or other
comprehensive offering document or disclosure containing material information with respect to
the EDA and the Note has been issued or prepared by the EDA, and that, in due diligence, we have
made our own inquiry and analysis with respect to the EDA, the Note and the security therefor,
and other material factors affecting the security and payment of the Note.
5. We acknowledge that we have either been supplied with or have access to
information, including financial statements and other financial information, to which a reasonable
investor would attach significance in making investment decisions, and we have had the
opportunity to ask questions and receive answers from knowledgeable individuals concerning the
EDA, the Note and the security therefor, and that as reasonable investors we have been able to
make our decision to purchase the above-stated principal amount of the Note.
EDA Special Meeting Packet Page Number 56 of 130
G1, Attachment 2
6. We have been informed that the Note (i) is not being registered or otherwise
qualified for sale under the “Blue Sky” laws and regulations of any state, or under federal securities
laws or regulations, (ii) will not be listed on any stock or other securities exchange, and (iii) will
carry no rating from any rating service.
7. We acknowledge that the EDA and Kennedy & Graven, Chartered, as legal counsel
to the EDA, have not made any representations or warranties as to the status of payments on the
Note for the purpose of federal or state income taxation.
8. We represent to you that we are purchasing the Note for our own account and not
for resale or other distribution thereof, except to the extent otherwise provided in the Note or as
otherwise approved in writing by the EDA.
9. All capitalized terms used herein have the meaning provided in the Agreement
unless the context clearly requires otherwise.
10. The Purchaser’s federal tax identification number is #_________.
11. We acknowledge receipt of the Note on the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this Investment Letter as of the
date and year first written above.
________________________
By: ___________________________
STATE OF MINNESOTA )
) ss.
COUNTY OF___________ )
The foregoing instrument was executed before me this _____ day of _______________,
202__, by J. Kou Vang, the President of Frost-English Partners LLC, a Minnesota limited liability
company, the general partner of Gladstone Village II Limited Partnership, a limited partnership
under the laws of Minnesota, on behalf of the limited partnership.
____________________________________
Notary Public
EDA Special Meeting Packet Page Number 57 of 130
G1, Attachment 2
EXHIBIT F TO
CONTRACT FOR PRIVATE DEVELOPMENT
FORM OF DECLARATION OF RESTRICTIVE COVENANTS
THIS DECLARATION OF RESTRICTIVE COVENANTS, dated this ___ day of
_____________, 202__ (the “Declaration”), by Gladstone Village II Limited Partnership, a limited
partnership under the laws of Minnesota (the “Developer”), is given for the benefit of the
Maplewood Economic Development Authority, a body corporate and politic under the laws of
Minnesota (the “EDA”).
RECITALS
WHEREAS, the EDA and the Developer entered into that certain Contract for Private
Development, dated __________, 2024, (the “Agreement”); and
WHEREAS, pursuant to the Agreement, the Developer is obligated to cause construction
of 56 units of affordable housing, and all related amenities and improvements (the “Project”) to be
located on the property described in Exhibit A attached hereto (the “Development Property”), and
to cause compliance with certain affordability covenants described in Section 4.6 of the
Agreement; and
WHEREAS, Section 4.6 of the Agreement requires that the Developer cause to be executed
an instrument in recordable form substantially reflecting the covenants set forth in that section of
the Agreement; and
WHEREAS, the Developer intends, declares, and covenants that the restrictive covenants
set forth herein will be and are covenants running with the Development Property for the term
described herein and binding upon all subsequent owners of the Development Property for the
term described herein, and are not merely personal covenants of the Developer; and
WHEREAS, capitalized terms in this Declaration have the meaning provided in the
Agreement unless otherwise defined herein.
NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth,
and of other valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Developer agrees as follows:
1. Term of Restrictions.
(a) Occupancy and Rental Restrictions. The term of the Occupancy Restrictions set
forth in Section 3 of this Declaration will commence on the date the Certificate of Completion is
issued for the Minimum Improvements on the Development Property and continue for 26 years
thereafter (the “Qualified Project Period”).
EDA Special Meeting Packet Page Number 58 of 130
G1, Attachment 2
(b) Termination of Declaration. This Declaration shall terminate upon expiration of
the Qualified Project Period. In the event of foreclosure or transfer of title by deed in lieu of
foreclosure, upon completion of the foreclosure and expiration of the applicable mortgagee
redemption period, or recording of a deed in lieu of foreclosure, any mortgagee (or any assignee
of the mortgagee) or any purchasers at or after foreclosure thereof, by the successful bidder at the
sale, to the title to the Development Property, may terminate this Declaration, by providing written
notice to the EDAby filing a termination document in the applicable real property records in
Ramsey County, Minnesota and thereafter this Declaration shall be of no further force and effect;
provided, however, that the preceding provisions of this sentence shall cease to apply and the
restrictions contained herein shall be reinstated if, at any time subsequent to the termination of this
Declaration as the result of the foreclosure, or the delivery of a deed in lieu of foreclosure, or a
similar event, the Developer or any related person (within the meaning of Section 1.103-10(e) of
the Treasury Regulations) obtains an ownership interest in the Project for federal income tax
purposes. The events set forth in this Section 1(b) are referred to individually and collectively
herein as the “Declaration Termination Date.” The EDA will terminate the Note if this Declaration
is terminated prior to expiration of the Qualified Project Period.
(c) Removal from Real Estate Records. After the Declaration Termination Date of this
Declaration, the EDA will, upon request by the Developer or its assigns, file any document
appropriate to remove this Declaration from the real estate records of Ramsey County, Minnesota.
(d) Subordination. The EDA agrees that this Declaration is subordinate to any
mortgages and any regulatory agreements, use agreements, assignments, declarations, restrictions,
covenants, land use agreements, easements and similar encumbrances now and hereafter recorded
on the Development Property.
2. Project Restrictions.
(a) The Developer represents, warrants, and covenants that:
(i) All leases of Rental Housing Units to Qualifying Tenants (as defined in
Section 3(a) hereof) will contain clauses, among others, wherein each individual lessee:
(1) Certifies the accuracy of the statements made in its application and
Eligibility Certification (as defined in Section 3(b) hereof); and
(2) Agrees that the family income at the time the lease is executed will
be deemed a substantial and material obligation of the lessee’s tenancy; that the
lessee will comply promptly with all requests for income and other information
relevant to determining income status from the Developer or the EDA, and that the
lessee’s failure or refusal to comply with a request for information with respect
thereto will be deemed a violation of a substantial obligation of the lessee’s tenancy.
(b) The Developer will permit any duly authorized representative of the EDA at all
reasonable times and after reasonable prior notice to inspect the books and records of the
Developer pertaining to the income of Qualifying Tenants residing in the Project.
EDA Special Meeting Packet Page Number 59 of 130
G1, Attachment 2
3. Occupancy Restrictions. The Developer represents, warrants, and covenants that:
(a) Qualifying Tenants and Rent. Throughout the Qualified Project Period, all 56 of
the Rental Housing Units shall be administered in accordance with 42 USC Section 3607(b) and
Minnesota Statutes, Section 363A.21, subdivision 2 and shall be occupied (or treated as occupied
as provided herein) or held vacant and available for occupancy by Qualifying Tenants.
“Qualifying Tenants” means, with respect to 20 Rental Housing Units, those persons and families
who are determined from time to time by the Developer to have combined adjusted income that
does not exceed 30%, and with respect to an additional 22 Rental Housing Units, those persons
and families who are determined from time to time by the Developer to have combined adjusted
income that does not exceed 50% and with respect to another 14 Rental Housing Units, those
persons and families who are determined from time to time by the Developer to have combined
adjusted income that does not exceed 60% of the median income for the standard metropolitan
statistical area which includes Maplewood, Minnesota, as that figure is determined and announced
from time to time by HUD, as adjusted for family size (the “Median Income”) for the applicable
calendar year. For purposes of this definition, the occupants of a Rental Housing Unit will not be
deemed to be Qualifying Tenants if all the occupants of such Rental Housing Unit at any time are
“students,” as defined in Section 152(f)(2) of the Internal Revenue Code of 1986, as amended (the
“Code”), not entitled to an exemption under the Code. The determination of whether an individual
or family is a Qualifying Tenant will be made at the time the tenancy commences and on an
ongoing basis thereafter, determined at least annually. If during their tenancy a Qualifying
Tenant’s income exceeds 140% of the Median Income, the next available Rental Housing Unit
(determined in accordance with the Code and applicable regulations) (the “Next Available Unit
Rule”) must be leased to a Qualifying Tenant or held vacant and available for occupancy by a
Qualifying Tenant. If the Next Available Unit Rule is violated, the Rental Housing Unit will not
continue to be treated as a Qualifying Unit.
(b) Certification of Tenant Eligibility. As a condition to initial and continuing
occupancy, each person who is intended to be a Qualifying Tenant will be required annually to
sign and deliver to the Developer a Certification of Tenant Eligibility substantially in the form
attached as Exhibit B hereto, or in any other form as may be reasonably approved by the EDA (the
“Eligibility Certification”), in which the prospective Qualifying Tenant certifies as to having a
qualifying low or moderate income. The Qualifying Tenant will be required to provide whatever
other information, documents, or certifications are deemed necessary by the EDA to substantiate
the Eligibility Certification, on an ongoing annual basis, and to verify that the tenant continues to
be a Qualifying Tenant within the meaning of Section 3(a) hereof. Eligibility Certifications will
be maintained for the duration of the Qualified Project Period on file by the Developer with respect
to each Qualifying Tenant who resides in a Rental Housing Unit or resided therein during the
Qualified Project Period.
(c) Lease. The form of lease to be utilized by the Developer in renting any Rental
Housing Units in the Project to any person who is intended to be a Qualifying Tenant will provide
for termination of the lease and consent by the person to immediate eviction for failure to qualify
as a Qualifying Tenant as a result of any material misrepresentation made by the person with
respect to the Eligibility Certification.
EDA Special Meeting Packet Page Number 60 of 130
G1, Attachment 2
(d) Annual Report. The Developer covenants and agrees that during the term of this
Declaration, it will prepare and submit to the City on or before July 1 of each yearof the Qualified
Project Period, a certificate substantially in the form of Exhibit C attached hereto, executed by the
Developer, (a) identifying the tenancies and the dates of occupancy (or vacancy) for all Qualifying
Tenants in the Project, including the number and percentage of the Rental Housing Units of the
Project which were occupied by Qualifying Tenants (or held vacant and available for occupancy
by Qualifying Tenants) at all times during the year preceding the date of the certificate;
(b) describing all transfers or other changes in ownership of the Project or any interest therein; and
(c) stating, that to the best knowledge of the person executing the certificate after due inquiry, all
the Rental Housing Units were rented or available for rental on a continuous basis during the year
to members of the general public and that the Developer was not otherwise in default under this
Declaration during the year.
(e) Notice of Non-Compliance. The Developer will immediately notify the EDA if at
any time during the term of this Declaration fewer than all 56 of the Rental Housing Units in the
Project are occupied or available for occupancy by Qualifying Tenants as required by the terms of
this Declaration.
4. Transfer Restrictions. The Developer covenants and agrees that the Developer will
cause or require as a condition precedent to any conveyance, transfer, assignment, or any other
disposition of the Project prior to the termination of the Occupancy Restrictions provided herein
(the “Transfer”) that the transferee of the Project pursuant to the Transfer assume in writing, in a
form acceptable to the EDA, all duties and obligations of the Developer under this Declaration,
including this Section 4, in the event of a subsequent Transfer by the transferee prior to expiration
of the Qualified Project Period (the “Assumption Agreement”). The Developer will deliver the
Assumption Agreement to the EDA prior to the Transfer.
5. Enforcement.
(a) The Developer will permit, during normal business hours and upon reasonable
notice, any duly authorized representative of the EDA to inspect any books and records of the
Developer regarding the Project with respect to the incomes of Qualifying Tenants.
(b) The Developer will submit any other information, documents or certifications
requested by the EDA which the EDA deems reasonably necessary to substantiate the Developer’s
continuing compliance with the provisions specified in this Declaration.
(c) The Developer acknowledges that the primary purpose for requiring compliance by
the Developer with the restrictions provided in this Declaration is to ensure compliance of the
Project with the housing affordability covenants set forth in Section 4.6 of the Agreement, and by
reason thereof, the Developer, in consideration for assistance provided by the EDA under the
Agreement that makes possible the construction of the Project on the Development Property,
hereby agrees and consents that the EDA will be entitled, for any breach of the provisions of this
Declaration, and in addition to all other remedies provided by law or in equity, to enforce specific
performance by the Developer of its obligations under this Declaration in a state court of competent
EDA Special Meeting Packet Page Number 61 of 130
G1, Attachment 2
jurisdiction. The Developer hereby further specifically acknowledges that the EDA cannot be
adequately compensated by monetary damages in the event of any default hereunder.
(d) The Developer understands and acknowledges that, in addition to any remedy set
forth herein for failure to comply with the restrictions set forth in this Declaration, the EDA may
exercise any remedy available to it under Article VIII of the Agreement.
6. Indemnification. The Developer hereby indemnifies, and agrees to defend and hold
harmless, the EDAfrom and against all liabilities, losses, damages, costs, expenses (including
attorneys’ fees and expenses), causes of action, suits, allegations, claims, demands, and judgments
of any nature arising from the consequences of a legal or administrative proceeding or action
brought against them, or any of them, on account of any failure by the Developer to comply with
the terms of this Declaration, or on account of any representation or warranty of the Developer
contained herein being untrue.
7. Agent of the EDA. The EDA will have the right to appoint an agent to carry out
any of its duties and obligations hereunder, and will inform the Developer of any agency
appointment by written notice.
8. Severability. The invalidity of any clause, part or provision of this Declaration will
not affect the validity of the remaining portions thereof.
9. Notices. All notices to be given pursuant to this Declaration must be in writing and
will be deemed given when mailed by certified or registered mail, return receipt requested, to the
parties hereto at the addresses set forth below, or to any other place as a party may from time to
time designate in writing. The Developer and the EDA may, by notice given hereunder, designate
any further or different addresses to which subsequent notices, certificates, or other
communications are sent. The initial addresses for notices and other communications are as
follows:
To the EDA: Maplewood Economic Development Authority
1830 County Road B E
Maplewood, MN 55109
Attn: Executive Director
and with a copy to: Kennedy & Graven, Chartered
150 South Fifth Street
Suite 700
Minneapolis, MN 55402
Attn: Ronald H. Batty
EDA Special Meeting Packet Page Number 62 of 130
G1, Attachment 2
To the Developer: Gladstone Village II Limited Partnership
C/O JB Vang Partners, Inc.
1335 Pierce Butler Route
St. Paul, MN 55104
Attn: J. Kou Vang, President
and with a copy to: Hust Law
5021 Vernon Ave. S. #298
Minneapolis, MN 55436
Attn: Bridget A. Hust
and with a copy to: NDC Corporate Equity Fund 21, L.P.
c/o NDC Housing and Economic Development
PO Box 845322
Boston, MA 02284-5322
Attn: Daniel Marsh III, President
10. Governing Law. This Declaration is governed by the laws of the State of Minnesota
and, where applicable, the laws of the United States of America.
11. Attorneys’ Fees. In case any action at law or in equity in which the EDA prevails,
including an action for declaratory relief, is brought against the Developer to enforce the provisions
of this Declaration, the Developer agrees to pay the reasonable attorneys’ fees and other reasonable
expenses paid or incurred by the EDA in connection with the action.
12. Declaration Binding. This Declaration and the covenants contained herein will run
with the Development Property and will bind the Developer and its successors and assigns and all
subsequent owners of the Development Property or any interest therein, and the benefits will inure
to the EDA and its successors and assigns until the Declaration Termination Date of this
Declaration as provided in Section 1(b) hereof.
* * * * * *
EDA Special Meeting Packet Page Number 63 of 130
G1, Attachment 2
IN WITNESS WHEREOF, the Developer has caused this Declaration of Restrictive
Covenants to be signed by its respective duly authorized representatives, as of the day and year
first written above.
______________
By:GLADSTONE VILLAGE II LIMITED
PARTNERSHIP
By: Frost-English Partners LLC
Its: General Partner
By: ___________________________
Name: J. Kou Vang
Its:President
STATE OF MINNESOTA )
) SS.
COUNTY OF ________ )
The foregoing instrument was executed before me this _____ day of _______________,
202__, by J. Kou Vang, the President of Frost-English Partners LLC, a Minnesota limited liability
company, the general partner of Gladstone Village II Limited Partnership, a limited partnership
under the laws of Minnesota, on behalf of the limited partnership.
Notary Public
THIS INSTRUMENT WAS DRAFTED BY:
Kennedy & Graven, Chartered (RHB)
150 South Fifth Street
Suite 700
Minneapolis, MN 55402
(612) 337-9300
EDA Special Meeting Packet Page Number 64 of 130
G1, Attachment 2
This Declaration is acknowledged and consented to by:
MAPLEWOOD ECONOMIC DEVELOPMENT
AUTHORITY
By:
Its: President
By:
Its: Executive Director
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this ____ day of _____________,
202_, by _____________, the Presidentof the Maplewood Economic Development Authority, a
public body corporate and politic under the laws of Minnesota, on behalf of the EDA.
Notary Public
STATE OF MINNESOTA )
) SS.
COUNTY OF )
The foregoing instrument was acknowledged before me this ____ day of _____________,
202_, by _____________, the Executive Director of the Maplewood Economic Development
Authority, a public body corporate and politic under the laws of Minnesota, on behalf of the EDA.
Notary Public
EDA Special Meeting Packet Page Number 65 of 130
G1, Attachment 2
Exhibit A to Declaration of Restrictive Covenants
Description
The land subject to the foregoing Restrictive Covenants is legally described as follows:
EDA Special Meeting Packet Page Number 66 of 130
G1, Attachment 2
Exhibit B to Declaration of Restrictive Covenants
Certification of Tenant Eligibility
TENANT INCOME CERTIFICATION Effective Date: _________________________
Move-in Date: __________________________
Initial Certification Recertification Other (MM/DD/YY): _________________________
_______________
PART I. DEVELOPMENT DATA
Property Name: County: BIN #:
_______________
____________ Apartments Ramsey
# Bedrooms:
Address: Unit Number:
___________
________________
______________, Maplewood, Minnesota
PART II. HOUSEHOLD COMPOSITION
HH First Name & Relationship Date of F/T Social
to Head of Birth Security or
Middle Initial Student
Br # Last Name
Household (MM/DD/YAlien Reg.
(Y or N)
Y) No.
1 HEAD
2
3
4
5
6
PART III. GROSS ANNUAL INCOME (USE ANNUAL AMOUNTS)
HH (A)(B)(C) (D)
Br # Employment or Soc. Security / Pensions Public Assistance Other Income
Wages
TOTA$ $ $$
L
Add totals from (A) through (D) above TOTAL INCOME (E): $
EDA Special Meeting Packet Page Number 67 of 130
G1, Attachment 2
PART IV. INCOME FROM ASSETS
HH (F) (G) (H) (I)
Mbr#
Type of Asset C/I Cash Value of Asset Annual Income from
Asset
$$
TOTALS:
Enter Column (H) Total Passbook Rate
if over $5,000 $________________ x 2.00 % = (J) Imputed Income$
Enter the greater of the total column I, or J: imputed income TOTAL
$
INCOME FROM ASSETS (K)
(L) Total Annual Household Income from all sources \[Add (E) + (K)\] $
HOUSEHOLD CERTIFICATION & SIGNATURES
The information on this form will be used to determine maximum income eligibility. I/we have
provided for each person(s) set forth in Part II acceptable verification of current anticipated annual
income. I/we agree to notify the landlord immediately upon any member of the household moving
out of the unit or any new member moving in. I/we agree to notify the landlord immediately upon
any member becoming a full-time student.
Under penalties of perjury, I/we certify that the information presented in this Certification is true
and accurate to the best of my/our knowledge and belief. The undersigned further understands
that providing false representations herein constitutes an act of fraud. False, misleading or
incomplete information may result in the termination of the lease agreement.
_________________________________________ _________________________________________
____ ____
(Date) (Date)
Signature Signature
_________________________________________ _________________________________________
____ ____
(Date) (Date)
Signature Signature
PART V. DETERMINATION OF INCOME ELIGIBILITY
TOTAL ANNUAL HOUSEHOLD Household Meets RECERTIFICATION ONLY:
$
INCOME FROM ALL SOURCES Income Restriction
From Item (L) on page 1 at: Current Income Limit x 140%
EDA Special Meeting Packet Page Number 68 of 130
G1, Attachment 2
60% $
50% _____________________________
Current Income Limit per Family Size: $
_____
_________________ 40%
30% Household income exceeds 140% at
recertification:
___%
Household Income at Move-in
Yes No
$__________________
Household Size at Move-in:
_____________
EDA Special Meeting Packet Page Number 69 of 130
G1, Attachment 2
PART VI. RENT
Not Applicable
PART VII. STUDENT STATUS
ARE ALL OCCUPANTS FULL-If yes, enter student explanation** Student explanation:
TIME
(also attach documentation) 1. TANF assistance
STUDENTS?
2. Job training program
Enter
3. Single parent/dependent child
1-4
yes no
4. Married/joint return*
*Exception for married/joint return is the only exception available for units necessary to qualify tax-
exempt bonds.
PART VIII. PROGRAM TYPE
Mark the program(s) listed below (a. through e.) for which this household’s unit will be counted toward the
property’s occupancy requirements. Under each program marked, indicate the household’s income status as
established by this certification/recertification
a. Tax Credit b. HOME c. Tax Exempt d. AHDP e. ____________
(Name of
Program)
See Part V above. Income Status Income Status Income Status Income Status
50% AMGI__________
AMGI
60% AMGI __________
80% AMGI
AMGI
0I **
0%
AMGI
** Upon recertification, household was determined over income (OI) according to eligibility requirements of
the program(s) marked above.
SIGNATURE OF
OWNER /
REPRESENTATIVE
EDA Special Meeting Packet Page Number 70 of 130
G1, Attachment 2
Based on the representations herein and upon the proofs and documentation required to be
submitted, the individual(s) named in Part II of this Tenant Income Certification is/are eligible
under the provisions of Section 42 of the Internal Revenue Code, as amended, and the
Regulatory Agreement (if applicable), to live in a unit in this Project.
________________________________________________ ________________
SIGNATURE OF OWNER / REPRESENTATIVEDATE
EDA Special Meeting Packet Page Number 71 of 130
G1, Attachment 2
INSTRUCTIONS FOR COMPLETING
TENANT INCOME CERTIFICATION
This form is to be completed by the owner or an authorized representative.
Part I – Development Data
Check the appropriate box for Initial Certification (move-in), Recertification (annual
recertification), or Other. If Other, designate the purpose of the recertification (i.e., a unit transfer,
a change in household composition, or other state-required recertification).
Move-in Date Enter the date the tenant has or will take occupancy of the unit.
Effective Date Enter the effective date of the certification. For move-in, this should be the
move-in date. For annual recertification, this effective date should be no
later than one year from the effective date of the previous (re)certification.
Property Name Enter the name of the development.
County Enter the county (or equivalent) in which the building is located.
BIN # Enter the Building Identification Number (BIN) assigned to the building
(from IRS Form 8609).
Address Enter the street address.
Unit Number Enter the unit number.
# Bedrooms Enter the number of bedrooms in the unit.
Part II – Household Composition
List all occupants of the unit. State each household member’s relationship to the head of the
household by using one of the following coded definitions:
H Head of household S Spouse
A Adult co-tenant O Other family member
C Child F Foster child
L Live-in caretaker N None of the above
Enter the date of birth, student status, and Social Security number or alien registration number for
each occupant.
If there are more than seven occupants, use an additional sheet of paper to list the remaining
household members and attach it to the certification.
EDA Special Meeting Packet Page Number 72 of 130
G1, Attachment 2
Part III – Annual Income
See HUD Handbook 4350.3 for complete instructions on verifying and calculating income,
including acceptable forms of verification.
From the third-party verification forms obtained from each income source, enter the gross amount
anticipated to be received for the 12 months from the effective date of the (re)certification.
Complete a separate line for each income-earning member. List the respective household member
number from PartII.
Column (A) Enter the annual amount of wages, salaries, tips, commissions, bonuses, and
other income from employment; distributed profits and/or net income from
a business.
Column (B) Enter the annual amount of Social Security, Supplemental Security Income,
pensions, military retirement, etc.
Column (C) Enter the annual amount of income received from public assistance (i.e.,
TANF, general assistance, disability, etc.)
Column (D) Enter the annual amount of alimony, child support, unemployment benefits,
or any other income regularly received by the household.
Row (E) Add the totals from columns (A) through (D) above. Enter this amount.
Part IV – Income from Assets
See HUD Handbook 4350.3 for complete instructions on verifying and calculating income from
assets, including acceptable forms of verification.
From the third party verification forms obtained from each asset source, list the gross amount
anticipated to be received during the 12 months from the effective date of the certification. List
the respective household member number from Part II and complete a separate line for each
member.
Column (F) List the type of asset (i.e., checking account, savings account, etc.)
Column (G) Enter C (for current, if the family currently owns or holds the asset), or I
(for imputed, if the family has disposed of the asset for less than fair market
value within two years of the effective date of (re)certification).
Column (H) Enter the cash value of the respective asset.
Column (I) Enter the anticipated annual income from the asset (i.e., savings account
balance multiplied by the annual interest rate).
EDA Special Meeting Packet Page Number 73 of 130
G1, Attachment 2
TOTALS Add the total of Column (H) and Column (I), respectively.
If the total in Column (H) is greater than $5,000, you must do an imputed calculation of asset
income. Enter the Total Cash Value, multiply by 2% and enter the amount in (J), Imputed Income.
Row (K) Enter the Greater of the total in Column (I) or (J)
Row (L)Total Annual Household Income from All Sources Add (E) and (K) and
enter the total
EDA Special Meeting Packet Page Number 74 of 130
G1, Attachment 2
Exhibit C to Declaration of Restrictive Covenants
Certificate of
Continuing Program Compliance
Date: ___________________
The following information with respect to the Project located at 1880 English Street,
Maplewood, Minnesota (the “Project”), is being provided by ____________________ (the
“Owner”) to the Maplewood Economic Development Authority (the “EDA”), pursuant to that
certain Declaration of Restrictive Covenants, dated the ____ day of ____________, 202_ (the
“Declaration”), with respect to the Project:
(A) The total number of Rental Housing Units which are available for
occupancy is 56. The total number of these units occupied is _________________.
(B) The following Rental Housing Units (identified by unit number) are
currently occupied by “Qualifying Tenants” as the term is defined in the Declaration:
One bedroom apartment
Two bedroom apartment
Three bedroom apartment
Four bedroom apartment
(C) The following Rental Housing Units which are included in (B) above, have
been re-designated as Rental Housing Units for Qualifying Tenants since
_______________, 202_, the date on which the last “Certificate of Continuing Program
Compliance” was filed with the EDA by the Owner:
Unit Previous Designation Replacing
Numberof Unit (if any)Unit Number
_____________________________________________
_____________________________________________
EDA Special Meeting Packet Page Number 75 of 130
G1, Attachment 2
(D) The following Rental Housing Units are considered to be occupied by
“Qualifying Tenants”, as the term is defined in the Declaration based on the information
set forth below (for a total of 56 units):
Last Number Date
Unit Name of of Number Total Date of AgeVacated
Number Tenant Persons of Adjusted Initial and Held
Residing Bedrooms Gross Occupancy for
Income Qualifying
in the
UnitTenants, if
Applicable
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
(E)The Owner has obtained a “Certification of Tenant Eligibility,” in the form
provided as Exhibit B to the Declaration, from each Tenant named in (D) above, and each
EDA Special Meeting Packet Page Number 76 of 130
G1, Attachment 2
such Certificate is being maintained by the Owner in its records with respect to the Project.
Attached hereto is the most recent “Certification of Tenant Eligibility” for each Tenant
named in (D) above who signed such a Certification since ______________, 202__, the
date on which the last “Certificate of Continuing Program Compliance” was filed with the
EDA by the Owner.
(F)In renting the Rental Housing Units in the Project, the Owner has not given
preference to any particular group or class of persons (except for persons who qualify as
Qualifying Tenants and persons meeting the minimum age restrictions); and none of the
units listed in (D) above has been rented for occupancy entirely by students, no one of
which is entitled to file a joint return for federal income tax purposes. All of the Rental
Housing Units in the Project have been rented pursuant to a written lease, and the term of
each lease is at least 12 months.
(G) The information provided in this “Certificate of Continuing Program
Compliance” is accurate and complete, and no matters have come to the attention of the
Owner which would indicate that any of the information provided herein, or in any
“Certification of Tenant Eligibility” obtained from the Tenants named herein, is inaccurate
or incomplete in any respect.
(H) The Project is in continuing compliance with the Declaration.
(I) The Owner certifies that as of the date hereof all of the residential dwelling
units in the Project are occupied or held open for occupancy by Qualifying Tenants, as
defined and provided in the Declaration.
(J) The Project is in continuing compliance with the Declaration.
IN WITNESS WHEREOF, I have hereunto affixed my signature, on behalf of the Owner,
on ____________________, 202__.
___________________________
By: ____________________________
Its: ____________________________
EDA Special Meeting Packet Page Number 77 of 130
G1, Attachment 2
EXHIBIT G TO CONTRACT FOR PRIVATE DEVELOPMENT
TOTAL DEVELOPMENT COST
EDA Special Meeting Packet Page Number 78 of 130
G1, Attachment 3
MAPLEWOODECONOMIC DEVELOPMENT AUTHORITY
RESOLUTION NO.___
RESOLUTION AUTHORIZING INTERFUND LOAN FOR
ADVANCE OF CERTAIN COSTS IN CONNECTION WITH
TAX INCREMENT FINANCING DISTRICT NO. 1-18
BE IT RESOLVED by the Board of Commissioners of the Maplewood Economic
Development Authority as follows:
Section 1.Background.
1.01. The Maplewood Economic development Authority (“MEDA”) has established Tax
Increment Financing District No. 1-18 (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’s Executive Director, 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.
EDA Special Meeting Packet Page Number 79 of 130
G1, Attachment 3
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.
2.05. The Interfund Loan is evidence of an internal borrowing by MEDA in accordance
with Section 469.178, subdivision 7 of the TIF Act, and is a limited obligation payable solely from
Available Tax Increment pledged to the payment hereof under this resolution. This Interfund Loan
and the interest hereon shall not be deemed to constitute a general obligation of the State of
Minnesota or any political subdivision thereof, including, without limitation, MEDA or the city of
Maplewood. Neither the State of Minnesota nor any political subdivision thereof shall be obligated
to pay the principal of or interest on the Interfund Loan or other costs incident hereto except out
of Available Tax Increment, and neither the full faith and credit nor the taxing power of the State
of Minnesota or any political subdivision thereof is pledged to the payment of the principal of or
interest on the Interfund Loan or other costs incident hereto. MEDA shall have no obligation to
pay any principal amount of the Interfund Loan or accrued interest thereon, which may remain
unpaid after the final Payment Date.
2.06. MEDA may at any time determine to forgive the outstanding principal amount and
accrued interest on the Interfund Loan to the extent permissible under law.
2.07. MEDA may from time to time amend the terms of this resolution to the extent
permitted by law, including without limitation amendment to the payment schedule and the interest
rate; provided, however, that the interest rate may not be increased above the maximum specified
in Section 469.178, subdivision 7 of the TIF Act.
2.08. MEDA officials and consultants are hereby authorized and directed to execute any
documents or take any actions necessary or convenient to carry out the intent of this resolution.
S
ection 3. Effective Date. This resolution is effective upon approval.
Dated: November 12, 2024.
Rebecca Cave, Vice President
ATTEST:
Michael Sable, Executive Director
EDA Special Meeting Packet Page Number 80 of 130
G1, Attachment 4
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EDA Special Meeting Packet Page Number 81 of 130
G1, Attachment 4
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EDA Special Meeting Packet Page Number 82 of 130
G1, Attachment 4
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EDA Special Meeting Packet Page Number 83 of 130
G1, Attachment 4
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EDA Special Meeting Packet Page Number 84 of 130
G1, Attachment 4
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15-29-22-32-00771880 English St NMidvest LLC
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pckfdujwft!pg!uijt!UJG!Qmbo/!!!
Nbqmfxppe!Fdpopnjd!Efwfmpqnfou!Bvuipsjuz!
Uby!Jodsfnfou!Gjobodjoh!Ejtusjdu!Op/!2.29 4!
EDA Special Meeting Packet Page Number 85 of 130
G1, Attachment 4
Tvdi!bdrvjtjujpot!xjmm!cf!voefsublfo!pomz!xifo!uifsf!jt!bttvsbodf!pg!gvoejoh!
up!gjobodf!uif!bdrvjtjujpo!boe!sfmbufe!dptut/!
Uif!FEB!ps!Djuz!dvssfoumz!epft!opu!pxo!uif!qbsdfm!up!cf!jodmvefe!jo!uif!
Ejtusjdu/
EJTUSJDU!DMBTTJGJDBUJPO
Uif!FEB!boe!Djuz-!jo!efufsnjojoh!uif!offe!up!dsfbuf!b!uby!jodsfnfou!gjobodjoh!
ejtusjdu!jo!bddpsebodf!xjui!N/T/-!Tfdujpot!57:/285!up!57:/28:5-!bt!bnfoefe-!
jodmvtjwf-!gjoe!uibu!uif!Ejtusjdu-!up!cf!ftubcmjtife-!jt!b!ipvtjoh!ejtusjdu!qvstvbou!
up!N/T/-!Tfdujpo!57:/285-!Tvce/!22!boe!N/T/-!Tfdujpo!57:/2872/!!
Uif!Ejtusjdu!dpotjtut!pg!pof!qbsdfm
Uif!efwfmpqnfou!xjmm!dpotjtu!pg!67!vojut!pg!nvmuj.gbnjmz!sfoubm!ipvtjoh
Bu!mfbtu!51&!pg!uif!vojut!xjmm!cf!pddvqjfe!cz!qfstpo!xjui!jodpnft!mftt
uibo!71&!pg!bsfb!nfejbo!jodpnf
Op!npsf!uibu!31&!pg!uif!trvbsf!gppubhf!pg!uif!cvjmejoh!uibu!jt!sfdfjwjoh
bttjtubodf!gspn!uby!jodsfnfou!dpotjtut!pg!dpnnfsdjbm-!sfubjm!ps!puifs
opo.sftjefoujbm!vtft/
Qvstvbou!up!N/T/-!Tfdujpo!57:/287-!Tvce/!8-!uif!Ejtusjdu!epft!opu!dpoubjo!boz!
qbsdfm!ps!qbsu!pg!b!qbsdfm!uibu!rvbmjgjfe!voefs!uif!qspwjtjpot!pg!N/T/-!Tfdujpot!
384/222-!384/223-!ps!384/225!ps!Dibqufs!584I!gps!ubyft!qbzbcmf!jo!boz!pg!uif!gjwf!
dbmfoebs!zfbst!cfgpsf!uif!gjmjoh!pg!uif!sfrvftu!gps!dfsujgjdbujpo!pg!uif!Ejtusjdu/!
EVSBUJPO!'!GJSTU!ZFBS!PG!EJTUSJDUT!UBY!JODSFNFOU
Qvstvbou!up!N/T/-!Tfdujpo!57:/286-!Tvce/!2-!boe!Tfdujpo!57:/287-!Tvce/!2-!uif!
evsbujpo!boe!gjstu!zfbs!pg!uby!jodsfnfou!pg!uif!Ejtusjdu!nvtu!cf!joejdbufe!xjuijo!
uif!UJG!Qmbo/!Qvstvbou!up!N/T/-!Tfdujpo!57:/287-!Tvce/!2c/-!uif!evsbujpo!pg!uif!
Ejtusjdu!xjmm!cf!36!zfbst!bgufs!sfdfjqu!pg!uif!gjstu!jodsfnfou!cz!uif!FEB!ps!Djuz!
)b!upubm!pg!37!zfbst!pg!uby!jodsfnfou*/!Uif!FEB!ps!Djuz!fmfdut!up!sfdfjwf!uif!gjstu!
uby!jodsfnfou!jo!3138-!xijdi!jt!op!mbufs!uibo!gpvs!zfbst!gpmmpxjoh!uif!zfbs!pg!
bqqspwbm!pg!uif!Ejtusjdu/!!
Uivt-!ju!jt!ftujnbufe!uibu!uif!Ejtusjdu-!jodmvejoh!boz!npejgjdbujpot!pg!uif!UJG!Qmbo!
gps!tvctfrvfou!qibtft!ps!puifs!dibohft-!xpvme!ufsnjobuf!bgufs!3163-!ps!xifo!
uif!UJG!Qmbo!jt!tbujtgjfe/!Uif!FEB!ps!Djuz!sftfswft!uif!sjhiu!up!efdfsujgz!uif!
Ejtusjdu!qsjps!up!uif!mfhbmmz!sfrvjsfe!ebuf/!
Nbqmfxppe!Fdpopnjd!Efwfmpqnfou!Bvuipsjuz!
Uby!Jodsfnfou!Gjobodjoh!Ejtusjdu!Op/!2.29 5!
EDA Special Meeting Packet Page Number 86 of 130
G1, Attachment 4
PSJHJOBM!UBY!DBQBDJUZ-!UBY!SBUF!'!FTUJNBUFE!DBQUVSFE!
OFU!UBY!DBQBDJUZ!WBMVF0JODSFNFOU!'!OPUJGJDBUJPO!PG!
QSJPS!QMBOOFE!JNQSPWFNFOUT!
Qvstvbou!up!N/T/-!Tfdujpo!57:/285-!Tvce/!8!boe!N/T/-!Tfdujpo!57:/288-!Tvce/!2-!
uif!Psjhjobm!Ofu!Uby!Dbqbdjuz!)POUD*!bt!dfsujgjfe!gps!uif!Ejtusjdu!xjmm!cf!cbtfe!
po!uif!nbslfu!wbmvft!qmbdfe!po!uif!qspqfsuz!cz!uif!bttfttps!jo!3135!gps!ubyft!
qbzbcmf!3136/!
Qvstvbou!up!N/T/-!Tfdujpo!57:/288-!Tvcet/!2!boe!3-!uif!Dpvouz!Bvejups!tibmm!
dfsujgz!jo!fbdi!zfbs!)cfhjoojoh!jo!uif!qbznfou!zfbs!3138*!uif!bnpvou!cz!
xijdi!uif!psjhjobm!wbmvf!ibt!jodsfbtfe!ps!efdsfbtfe!bt!b!sftvmu!pg;!
2/Dibohf!jo!uby!fyfnqu!tubuvt!pg!qspqfsuz<
3/Sfevdujpo!ps!fombshfnfou!pg!uif!hfphsbqijd!cpvoebsjft!pg!uif!Ejtusjdu<
4/Dibohf!evf!up!bekvtunfout-!ofhpujbufe!ps!dpvsu.psefsfe!bcbufnfout<
5/Dibohf!jo!uif!vtf!pg!uif!qspqfsuz!boe!dmbttjgjdbujpo<
6/Dibohf!jo!tubuf!mbx!hpwfsojoh!dmbtt!sbuft<!ps
7/Dibohf!jo!qsfwjpvtmz!jttvfe!cvjmejoh!qfsnjut/
Jo!boz!zfbs!jo!xijdi!uif!dvssfou!Ofu!Uby!Dbqbdjuz!)OUD*!wbmvf!pg!uif!Ejtusjdu!
efdmjoft!cfmpx!uif!POUD-!op!wbmvf!xjmm!cf!dbquvsfe!boe!op!uby!jodsfnfou!xjmm!
cf!qbzbcmf!up!uif!FEB!ps!Djuz/!
Uif!psjhjobm!mpdbm!uby!sbuf!gps!uif!Ejtusjdu!xjmm!cf!uif!mpdbm!uby!sbuf!gps!ubyft!
qbzbcmf!3136-!bttvnjoh!uif!sfrvftu!gps!dfsujgjdbujpo!jt!nbef!cfgpsf!Kvof!41-!
3136/!Uif!sbuft!gps!3136!xfsf!opu!bwbjmbcmf!bu!uif!ujnf!uif!Ejtusjdu!xbt!
ftubcmjtife/!Uif!POUD!boe!uif!Psjhjobm!Mpdbm!Uby!Sbuf!gps!uif!Ejtusjdu!bqqfbs!
jo!uif!ubcmf!cfmpx/!
Qvstvbou!up!N/T/-!Tfdujpo!57:/285!Tvce/!5!boe!N/T/-!Tfdujpo!57:/288-!Tvce/!2-!3-!
boe!5-!uif!ftujnbufe!Dbquvsfe!Ofu!Uby!Dbqbdjuz!)DUD*!pg!uif!Ejtusjdu-!xjuijo!
Efwfmpqnfou!Ejtusjdu!Op/!2-!vqpo!dpnqmfujpo!pg!uif!qspkfdut!xjuijo!uif!
Ejtusjdu-!xjmm!boovbmmz!bqqspyjnbuf!uby!jodsfnfou!sfwfovft!bt!tipxo!jo!uif!
ubcmf!cfmpx/!Uif!FEB!boe!Djuz!sfrvftu!211&!pg!uif!bwbjmbcmf!jodsfbtf!jo!uby!
dbqbdjuz!cf!vtfe!gps!sfqbznfou!pg!uif!pcmjhbujpot!pg!uif!FEB!ps!Djuz!boe!
dvssfou!fyqfoejuvsft-!cfhjoojoh!jo!uif!uby!zfbs!qbzbcmf!3138/!Uif!Qspkfdu!Uby!
Dbqbdjuz!)QUD*!mjtufe!jt!bo!ftujnbuf!pg!wbmvft!xifo!uif!qspkfdut!xjuijo!uif!
Ejtusjdu!bsf!dpnqmfufe/!
Nbqmfxppe!Fdpopnjd!Efwfmpqnfou!Bvuipsjuz!
Uby!Jodsfnfou!Gjobodjoh!Ejtusjdu!Op/!2.29 6!
EDA Special Meeting Packet Page Number 87 of 130
G1, Attachment 4
Qspkfdu!Uby!Dbqbdjuz!
Project estimated Tax Capacity upon completion 56,683
Original estimated Net Tax Capacity2,025
Fiscal Disparities0
Estimated Captured Tax Capacity
54,658
Pay
2024
Original Local Tax Rate127.9399%
Estimated Annual Tax Increment
$69,930
Percent Retained by the City100%
Opuf;!Uby!dbqbdjuz!jodmveft!b!4&!jogmbujpo!gbdups!gps!uif!evsbujpo!pg!uif!Ejtusjdu/!Uif!uby!
dbqbdjuz!jodmvefe!jo!uijt!dibsu!jt!uif!ftujnbufe!uby!dbqbdjuz!pg!uif!Ejtusjdu!jo!zfbs!37/!Uif!uby!
dbqbdjuz!pg!uif!Ejtusjdu!jo!zfbs!pof!jt!ftujnbufe!up!cf!%8-291/!
Qvstvbou!up!N/T/-!Tfdujpo!57:/288-!Tvce/!5-!uif!FEB!tibmm-!bgufs!b!evf!boe!
ejmjhfou!tfbsdi-!bddpnqboz!jut!sfrvftu!gps!dfsujgjdbujpo!up!uif!Dpvouz!Bvejups!
ps!jut!opujdf!pg!uif!Ejtusjdu!fombshfnfou!qvstvbou!up!N/T/-!Tfdujpo!57:/286-!
Tvce/!5-!xjui!b!mjtujoh!pg!bmm!qspqfsujft!xjuijo!uif!Ejtusjdu!ps!bsfb!pg!
fombshfnfou!gps!xijdi!cvjmejoh!qfsnjut!ibwf!cffo!jttvfe!evsjoh!uif!fjhiuffo!
)29*npouit!jnnfejbufmz!qsfdfejoh!bqqspwbm!pg!uif!UJG!Qmbo!cz!uif
nvojdjqbmjuz!qvstvbou!up!N/T/-!Tfdujpo!57:/286-!Tvce/!4/!Uif!Dpvouz!Bvejups
tibmm!jodsfbtf!uif!psjhjobm!ofu!uby!dbqbdjuz!pg!uif!Ejtusjdu!cz!uif!ofu!uby
dbqbdjuz!pg!jnqspwfnfout!gps!xijdi!b!cvjmejoh!qfsnju!xbt!jttvfe/
Uif!Djuz!ibt!sfwjfxfe!uif!bsfb!up!cf!jodmvefe!jo!uif!Ejtusjdu!boe!gpvoe!op!
qbsdfmt!gps!xijdi!cvjmejoh!qfsnjut!ibwf!cffo!jttvfe!evsjoh!uif!29!npouit!
jnnfejbufmz!qsfdfejoh!bqqspwbm!pg!uif!UJG!Qmbo!cz!uif!Djuz/!
TPVSDFT!PG!SFWFOVF0CPOET!UP!CF!JTTVFE!
Uif!upubm!ftujnbufe!uby!jodsfnfou!sfwfovft!gps!uif!Ejtusjdu!bsf!tipxo!jo!uif!
ubcmf!cfmpx;!
TPVSDFT
Tax Increment$ 1,229,955
Interest 122,996
TOTAL
$ 1,352,951
Uif!dptut!pvumjofe!jo!uif!Vtft!pg!Gvoet!xjmm!cf!gjobodfe!qsjnbsjmz!uispvhi!uif!
boovbm!dpmmfdujpo!pg!uby!jodsfnfout/!Uif!FEB!ps!Djuz!sftfswft!uif!sjhiu!up!
jttvf!cpoet!)bt!efgjofe!jo!uif!UJG!Bdu*!ps!jodvs!puifs!joefcufeoftt!bt!b!sftvmu!
pg!uif!UJG!Qmbo/!Bt!qsftfoumz!qspqptfe-!uif!qspkfdut!xjuijo!uif!Ejtusjdu!xjmm!cf!
gjobodfe!cz!qbz.bt.zpv.hp!opuft!boe!!joufsgvoe!mpbot/!!
Nbqmfxppe!Fdpopnjd!Efwfmpqnfou!Bvuipsjuz!
Uby!Jodsfnfou!Gjobodjoh!Ejtusjdu!Op/!2.29 7!
EDA Special Meeting Packet Page Number 88 of 130
G1, Attachment 4
Boz!sfgvoejoh!bnpvout!xjmm!cf!effnfe!b!cvehfufe!dptu!xjuipvu!b!gpsnbm!
npejgjdbujpo!up!uijt!UJG!Qmbo/!Uijt!qspwjtjpo!epft!opu!pcmjhbuf!uif!FEB!ps!Djuz!
up!jodvs!efcu/!Uif!FEB!ps!Djuz!xjmm!jttvf!cpoet!ps!jodvs!puifs!efcu!pomz!vqpo!
uif!efufsnjobujpo!uibu!tvdi!bdujpo!jt!jo!uif!cftu!joufsftu!pg!uif!Djuz/!!
!!!
Uif!FEB!ps!Djuz!nbz!jttvf!cpoet!tfdvsfe!jo!xipmf!ps!jo!qbsu!xjui!uby!
jodsfnfout!gspn!uif!Ejtusjdu!jo!b!nbyjnvn!qsjodjqbm!bnpvou!pg!%951-755/!
Tvdi!cpoet!nbz!cf!jo!uif!gpsn!pg!qbz.bt.zpv.hp!opuft-!sfwfovf!cpoet!ps!
opuft-!hfofsbm!pcmjhbujpo!cpoet-!ps!joufsgvoe!mpbot/!Uijt!ftujnbuf!pg!upubm!
cpoefe!joefcufeoftt!jt!b!dvnvmbujwf!tubufnfou!pg!bvuipsjuz!voefs!uijt!UJG!
Qmbo!bt!pg!uif!ebuf!pg!bqqspwbm/!!
VTFT!PG!GVOET
Dvssfoumz!voefs!dpotjefsbujpo!gps!uif!Ejtusjdu!jt!b!qspqptbm!up!gbdjmjubuf!uif!
dpotusvdujpo!pg!67!bggpsebcmf!bqbsunfout/!Uif!FEB!boe!Djuz!ibwf!efufsnjofe!
uibu!ju!xjmm!cf!ofdfttbsz!up!qspwjef!bttjtubodf!up!uif!qspkfdu)t*!gps!dfsubjo!
Ejtusjdu!dptut-!bt!eftdsjcfe!ifsfjo/!!
!
Uif!FEB!ibt!tuvejfe!uif!gfbtjcjmjuz!pg!uif!efwfmpqnfou!ps!sfefwfmpqnfou!pg!
qspqfsuz!jo!boe!bspvoe!uif!Ejtusjdu/!Up!gbdjmjubuf!uif!ftubcmjtinfou!boe!
efwfmpqnfou!ps!sfefwfmpqnfou!pg!uif!Ejtusjdu-!uijt!UJG!Qmbo!bvuipsj{ft!uif!vtf!
pg!uby!jodsfnfou!gjobodjoh!up!qbz!gps!uif!dptu!pg!dfsubjo!fmjhjcmf!fyqfotft/!Uif!
ftujnbuf!pg!qvcmjd!dptut!boe!vtft!pg!gvoet!bttpdjbufe!xjui!uif!Ejtusjdu!jt!
pvumjofe!jo!uif!gpmmpxjoh!ubcmf/!
!
VTFT
Land/Building Acquisition$ 200,000
Site Improvements/Preparation 200,000
Affordable Housing 200,000
Utilities 50,000
Other Qualifying Improvements 67,648
Administrative Costs (up to 10%) 122,996
PROJECT COSTS TOTAL
$ 840,644
Interest 512,307
PROJECT AND INTEREST COSTS TOTAL
$ 1,352,951
!
!
Uif!upubm!qspkfdu!dptu-!jodmvejoh!gjobodjoh!dptut!)joufsftu*!mjtufe!jo!uif!ubcmf!
bcpwf!epft!opu!fydffe!uif!upubm!qspkfdufe!uby!jodsfnfout!gps!uif!Ejtusjdu!bt!
tipxo!jo!uif!Tpvsdft!pg!Sfwfovf!tfdujpo/!
!
!!
Nbqmfxppe!Fdpopnjd!Efwfmpqnfou!Bvuipsjuz!!
Uby!Jodsfnfou!Gjobodjoh!Ejtusjdu!Op/!2.29 8!
EDA Special Meeting Packet Page Number 89 of 130
G1, Attachment 4
Ftujnbufe!dptut!bttpdjbufe!xjui!uif!Ejtusjdu!bsf!tvckfdu!up!dibohf!bnpoh!
dbufhpsjft!xjuipvu!b!npejgjdbujpo!up!uif!UJG!Qmbo/!Uif!dptu!pg!bmm!bdujwjujft!up!
cf!dpotjefsfe!gps!uby!jodsfnfou!gjobodjoh!xjmm!opu!fydffe-!xjuipvu!gpsnbm!
npejgjdbujpo-!uif!cvehfu!bcpwf!qvstvbou!up!uif!bqqmjdbcmf!tubuvupsz!
sfrvjsfnfout/!Uif!FEB!nbz!fyqfoe!gvoet!gps!rvbmjgjfe!ipvtjoh!bdujwjujft!
pvutjef!pg!uif!Ejtusjdu!cpvoebsjft/!
GJTDBM!EJTQBSJUJFT!FMFDUJPO!
Qvstvbou!up!N/T/-!Tfdujpo!57:/288-!Tvce/!4-!uif!FEB!ps!Djuz!nbz!fmfdu!pof!pg!uxp!
f!gjtdbm!ejtqbsjujft/!!
nfuipet!up!dbmdvmbu
Uif!FEB!xjmm!dipptf!up!dbmdvmbuf!gjtdbm!ejtqbsjujft!cz!dmbvtf!c!)jotjef*/
FTUJNBUFE!JNQBDU!PO!PUIFS!UBYJOH!KVSJTEJDUJPOT!
Uif!ftujnbufe!jnqbdu!po!puifs!ubyjoh!kvsjtejdujpot!bttvnft!uibu!uif!
sfefwfmpqnfou!dpoufnqmbufe!cz!uif!UJG!Qmbo!xpvme!pddvs!xjuipvu!uif!
dsfbujpo!pg!uif!Ejtusjdu/!Ipxfwfs-!uif!FEB!ps!Djuz!ibt!efufsnjofe!uibu!tvdi!
efwfmpqnfou!ps!sfefwfmpqnfou!xpvme!opu!pddvs!#cvu!gps#!uby!jodsfnfou!
gjobodjoh!boe!uibu-!uifsfgpsf-!uif!gjtdbm!jnqbdu!po!puifs!ubyjoh!kvsjtejdujpot!jt!
%1/!Uif!ftujnbufe!gjtdbm!jnqbdu!pg!uif!Ejtusjdu!xpvme!cf!bt!gpmmpxt!jg!uif!#cvu!
gps#!uftu!xbt!opu!nfu;!
Jnqbdu!po!Uby!Cbtf
Ftujnbufe!
Dbquvsfe!Uby!
31340Qbz!Dbqbdjuz!Qfsdfou!pg!
3135!
)DUD*!DUD!
Upubm!Ofu!vqpo!up!Foujuz!
Uby!Dbqbdjuz
FoujuzdpnqmfujpoUpubm!
748,972,38554,658
0.0073%
Sbntfz!Dpvouz
57,587,95954,658
0.0949%
Djuz!pg!Nbqmfxppe
JTE!733!)Opsui!Tu/!Qbvm.
62,076,29954,658
0.0880%
Nbqmfxppe.Pblebmf*
Nbqmfxppe!Fdpopnjd!Efwfmpqnfou!Bvuipsjuz!
Uby!Jodsfnfou!Gjobodjoh!Ejtusjdu!Op/!2.29 9!
EDA Special Meeting Packet Page Number 90 of 130
G1, Attachment 4
Jnqbdu!po!Uby!Sbuft
Qbz!3135!
Fyufotjpo!Qfsdfou!pg!Qpufoujbm!
FoujuzSbufUpubmDUDUbyft
45.4546%35.53% 54,658
Sbntfz!Dpvouz
$ 24,845
42.9261%33.55% 54,658
Djuz!pg!Nbqmfxppe
23,463
JTE!733!)Opsui!Tu/!Qbvm.
29.5501%23.10% 54,658
16,152
Nbqmfxppe.Pblebmf*
10.0091%7.82% 54,658
5,471
Puifs
127.9399%100.00% $ 69,930
Uif!ftujnbuft!mjtufe!bcpwf!ejtqmbz!uif!dbquvsfe!uby!dbqbdjuz!xifo!bmm!
dpotusvdujpo!jt!dpnqmfufe/!Uif!uby!sbuf!vtfe!gps!dbmdvmbujpot!jt!uif!Qbz!3135!
sbuf/!Uif!upubm!ofu!dbqbdjuz!gps!uif!foujujft!mjtufe!bcpwf!bsf!cbtfe!po!Qbz!
3135!gjhvsft/!Uif!Ejtusjdu!xjmm!cf!dfsujgjfe!voefs!uif!Qbz!3136!sbuft-!xijdi!
xfsf!vobwbjmbcmf!bu!uif!ujnf!uijt!UJG!Qmbo!xbt!qsfqbsfe/!
Qvstvbou!up!N/T/-!Tfdujpo!57:/286!Tvce/!3)c*;!
Ftujnbuf!pg!upubm!uby!jodsfnfou/!Ju!jt!ftujnbufe!uibu!uif!upubm!bnpvou
pg!uby!jodsfnfou!uibu!xjmm!cf!hfofsbufe!pwfs!uif!mjgf!pg!uif!Ejtusjdu!jt
%2-33:-:6<
Qspcbcmf!jnqbdu!pg!uif!Ejtusjdu!po!djuz!qspwjefe!tfswjdft!boe!bcjmjuz
up!jttvf!efcu/!Bo!jnqbdu!pg!uif!Ejtusjdu!po!qpmjdf!qspufdujpo!jt
fyqfdufe/!Xjui!boz!beejujpo!pg!ofx!sftjefout!ps!cvtjofttft-!qpmjdf
dbmmt!gps!tfswjdf!xjmm!cf!jodsfbtfe/!Ofx!efwfmpqnfout!bee!bojodsfbtf!
jo!usbggjd-!boe!beejujpobm!pwfsbmm!efnboet!up!uif!dbmm!mpbe/Uif!Djuz!
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G2
MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITYSTAFF REPORT
Meeting Date November 12, 2024
REPORT TO:Michael Sable, Executive Director
REPORT FROM: Danette Parr, Assistant Executive Director
PRESENTER:Danette Parr, Assistant Executive Director
AGENDA ITEM: Resolution Approving Demolition of the Structurally Substandard Building
at 1946 English Street and Inclusion of the Parcel in a Future
Redevelopment Tax Increment Financing District
Action Requested: MotionDiscussion Public Hearing
Form of Action: Resolution OrdinanceContract/Agreement Proclamation
Policy Issue:
A structurally substandard building may be demolished before it is included in a redevelopment tax
increment financing district if the city adopts an appropriate resolution prior to demolition.
Recommended Action:
Motion to approve the resolution regarding the demolition of the structurally substandard building at
1946 English Street and inclusion of the parcel in a future redevelopment tax increment financing
district.
Fiscal Impact:
Is There a Fiscal Impact? No Yes, the true or estimated cost is $0
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
The City has supported redevelopment projects as part of its Gladstone Neighborhood
redevelopment strategy. The former Moose Lodge site has been targeted as one of the
redevelopment sites within the Gladstone Neighborhood Redevelopment Plan.
Background:
In May 2019, the City acquired the property at 1946 English Street North, which served as the
former Moose Lodge site. The property is in an area that the City wishes to see redeveloped and
where tax increment financing will likely be utilized to assist with the redevelopment of the site in the
future. Prior to the acquisition of the property, the City hired LHB, Inc. to evaluate whether the
property qualifies for inclusion within a redevelopment tax increment financing district. State statute
requires properties included within a redevelopment tax increment financing district to meet certain
EDA Special Meeting Packet Page Number 102 of 130
G2
qualifications, including that more than 50 percent of principal buildings be structurally substandard.
In October of 2024, the city hired LHB to update their 2018 report that concluded the building on the
site to be structurally substandard within the meaning of the statute and that more than 15 percent
of the parcel was covered by improvements. No repairs or improvements have been made to the
building since the original LHB report, and the building has continued to deteriorate.
The statute recognizes that, in certain cases, a building intended for inclusion in a redevelopment
tax increment district is in such poor physical condition that it qualifies for removal of the building
before the district is established. In such cases, the statute allows a city to adopt a resolution
making the requisite findings and declaring its intent to include the property in a future tax increment
district.
The resolution must be adopted prior to demolition and the request for certification of a tax
increment district must be filed with the county auditor within three years after demolition.
Essentially, that means the City has three years to establish a redevelopment tax increment
financing district based on the existence of the (then-demolished) substandard structure.
Attachments:
1)Resolution Approving Demolition of the Structurally Substandard Building at 1946 English Street
and Inclusion of the Parcel in a Future Redevelopment Tax Increment Financing District
2)October 28, 2024, LHB Letter of Finding for 1946 English Street N
EDA Special Meeting Packet Page Number 103 of 130
G2, Attachment 1
RESOLUTION___________
PLEWOOD ECONOMIC DEVELOPMENT AUTHORITY
MA
RESOLUTION APPROVING DEMOLITION OF THE STRUCTURALLY
SUBSTANDARD BUILDING AT 1946 ENGLISH STREET AND INCLUSION OF THE
PARCEL IN A FUTURE REDEVELOPMENT TAX INCREMENT FINANCING
DISTRICT
BE IT RESOLVED by the Board of Commissioners of the Maplewood Economic
Development Authority (“MEDA”) as follows:
WHEREAS, on May 29, 2019, MEDA acquired the property located at 1946 English Street, the
former Moose Lodge site, (the “Property”) with the intention of redeveloping the site and adjacent
parcels in the future; and
WHEREAS, at MEDA’s request, on August 8, 2018 LHB, Inc. conducted an inspection of
the Property, including the interior and exterior of the building located thereon, for the purpose of
determining whether the Property qualified for inclusion in a redevelopment tax increment financing
district; and
WHEREAS, on August 21, 2018, LHB issued a report which concluded that the building
located on the Property meets the definition of structurally substandard under Minnesota Statutes,
section 469.174, subd. 10(b) and that 92 percent of the Property is covered by buildings, parking lots
or other improvements, thus meeting the coverage test of Minnesota Statutes, section 469.174, subd.
10(e); and
WHEREAS, no repairs or improvements have been made to the building or the Property
since the time of the LHB report and it has continued to deteriorate; and
EREAS, a water pipe break in early 2021 resulted in further damage to the structure;
WH
and
WHEREAS, on October 28, 2024 LHB updated their earlier report to reflect that the building
has only further declined since their 2018 inspection; and
WHEREAS, Minnesota Statutes, section 469.174, subd. 10(d)(2) allows the demolition of a
structurally substandard building and inclusion of the parcel in a redevelopment tax increment
financing district within three years of the date of demolition if, prior thereto, the EDA adopts a
resolution finding the building to be structurally substandard and the coverage test to be met and
expressing the EDA's intent to incorporate the parcel in a future tax increment financing district.
NOW, THEREFORE, BE IT RESOLVED by the Maplewood Economic Development
Authority as follows:
EDA Special Meeting Packet Page Number 104 of 130
G2, Attachment 1
1.The principal building on the Property located at 1946 English Street is hereby found
to be structurally substandard within the meaning of Minnesota Statutes, section
469.174, subd. 10(b) and more than 15 percent of the Property is covered by buildings,
parking lots or other improvements as defined by Minnesota Statutes, section 469.174,
subd. 10(e). The City’s findings in this regard are based on a report by LHB, Inc.
dated October 28, 2024 which was prepared after an inspection of the Property. No
repairs or improvements have been made to the building since the time of the LHB
report and it has continued to deteriorate.
2.MEDA hereby declares its intent to include the Property in a redevelopment tax
increment financing district at a future date and in doing so intends to rely on
Minnesota Statutes, section 469.174, subd. 10(d).
3.MEDA intends to demolish the building in the near future to remove the hazard to
public health and safety it poses in its current condition.
Adopted by the Maplewood Economic Development Authority on November 12, 2024.
Rebecca Cave, Acting President
Attest:
_____________________________________
Michael Sable, Executive Director
2
EDA Special Meeting Packet Page Number 105 of 130
G2, Attachment 2
October 28, 2024
Danette Parr
Community Development Director
City of Maplewood
1830 County Road B East
Maplewood, MN 55109
TIF ANALYSIS FINDINGS FOR 1946 ENGLISH STREET
LHB was hired to inspect onebuilding on oneparcel in Maplewood, Minnesota, to determine if it meetsthe definition of
“Substandard” as defined by Minnesota Statutes, Section 469.174, subdivision 10. The buildingparcelmay potentially be part
of a future Redevelopment TIF District, so will need to be compliant with allthe statutes pertaining to a Redevelopment
District.
The building islocated at1946 English Street (Parcel A in Diagram 1).LHB had previously inspected this building in 2018 and
now re-inspected in 2024 to verify that no improvements had taken place in the building since our last inspection.
Diagram 1
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CONCLUSION
After evaluating thecondition of thebuildingonAugust 8, 2018, and September 20, 2024,and applying current statutory
criteria for a Redevelopment District under Minnesota Statutes, Section 469.174, Subdivision 10, it is our professional opinion
that the building qualifiesas substandard.
The remainder of this letter and attachments describe our process and findings in detail.
MINNESOTA STATUTE 469.174, SUBDIVISION 10 REQUIREMENTS
Theproperties wereinspected in accordance with the following requirements under Minnesota Statutes, Section 469.174,
Subdivision 10(c), which states:
INTERIOR INSPECTION
“The municipality may not make such determination \[that the building is structurally substandard\] without an interior
inspection of the property...”
EXTERIOR INSPECTION AND OTHER MEANS
“An interior inspection of the property is not required, if the municipality finds that
(1)the municipality or authority is unable to gain access to the property after using its best efforts to obtain
permission from the party that owns or controls the property; and
(2)the evidence otherwise supports a reasonable conclusion that the building is structurally substandard.”
DOCUMENTATION
“Written documentation of the findings and reasons why an interior inspection was not conducted must be made and
retained under section 469.175, subdivision 3,clause (1).”
QUALIFICATION REQUIREMENTS
Minnesota Statutes, Section 469.174, Subdivision 10 (a) (1)requires two tests for occupied parcels:
1.Coverage Test
“…parcels consisting of 70 percent of the area of the district are occupied by buildings, streets, utilities, or paved or
gravel parking lots…”
The coverage required by the parcel to be considered occupied is defined under Minnesota Statutes, Section 469.174,
Subdivision 10(e), which states:
“For purposes of this subdivision, a parcel is not occupied by buildings, streets, utilities, paved or gravel parking lots,
or other similar structures unless 15 percent of the area of the parcel contains buildings, streets, utilities, paved or
gravel parking lots, or other similar structures.”
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The LHB team reviewed the following parcels:
ParcelAID Number 152922230051
The parcel is approximately 74,487sfand is 92percent covered by buildings, parking lots or other
improvements.
Findings
The parcels arecovered by buildings, parking lots or other improvements, exceeding the 15 percent parcel requirement.
2.Condition of Buildings Test
Minnesota Statutes, Section 469.174, Subdivision 10(a)states:
“…and more than 50 percent of the buildings, not including outbuildings, are structurally substandard to a degree
requiring substantial renovation or clearance;”
Structurally substandard is defined under Minnesota Statutes, Section 469.174, Subdivision 10(b), which states:
“For purposes of this subdivision, ‘structurally substandard’ shall mean containing defects in structural elements or a
combination of deficiencies in essential utilities and facilities, light and ventilation, fire protection including adequate
egress, layout and condition of interior partitions, or similar factors, which defects or deficiencies are of sufficient total
significance to justify substantial renovation or clearance.”
We do not count energy code deficiencies toward the thresholds required by Minnesota Statutes, Section 469.174,
Subdivision 10(b))defined as “structurally substandard”, due to concerns expressed by the State of Minnesota Court of
Appeals in the Walser Auto Sales, Inc. vs. City of Richfieldcase filed November 13, 2001.
Findings
Thebuildingexceedsthe criteria required to be determined a substandard building(see the attached Building Code,
Condition Deficiency and Context AnalysisReports).
Buildings are not eligible to be considered structurally substandard unless they meet certain additional criteria, as set forth
in Subdivision 10(c)which states:
“A building is not structurally substandard if it followsthe building code applicable to new buildings or could be
modified to satisfy the building code at a cost of less than 15 percent of the cost of constructing a new structure of the
same square footage and type on the site. The municipality may find that abuilding is not disqualified as structurally
substandard under the preceding sentence based onreasonably available evidence, such as the size, type, and age
of the building, the average cost of plumbing, electrical, or structural repairs, or other similar reliable evidence.”
“Items of evidence that support such a conclusion \[that the building is not disqualified\] include recent fire or police
inspections, on-site property tax appraisals or housing inspections, exterior evidence of deterioration, or other similar
reliable evidence.”
LHB counts energy code deficiencies toward the 15 percent code threshold required by Minnesota Statutes, Section
469.174, Subdivision 10(c))for the following reasons:
The Minnesota energy code is one of ten building code areas highlighted by the Minnesota Department of Labor
and Industry website where minimum construction standards are required by law.
Chapter 13 of the 2015 Minnesota Building Codestates, “Buildings shall be designed and constructed in
accordance with the International Energy Conservation Code.” Furthermore, Minnesota Rules, Chapter
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1305.0021 Subpart 9states, “References to the International Energy Conservation Code in this code mean the
Minnesota Energy Code…”
Chapter 11 of the 2015 Minnesota Residential Codeincorporates Minnesota Rules, Chapters, 1322 and 1323
Minnesota Energy Code.
The Senior Building Code Representative for the Construction Codes and Licensing Division of the Minnesota
Department of Labor and Industry confirmed that the Minnesota Energy Code is being enforced throughout the
State of Minnesota.
In a January 2002 report to the Minnesota Legislature, the Management Analysis Division of the Minnesota
Department of Administration confirmed that the construction cost of new buildings complying with the Minnesota
Energy Code is higher than buildings built prior to the enactment of the code.
Proper TIF analysis requires a comparison between the replacement value of a new building built under current code
standards with the repairs that would be necessary to bring the existing building up to current code standards. Foran equal
comparison to be made, all applicable code chapters should be applied to both scenarios. Since current construction
estimating software automatically applies the construction cost of complying with the Minnesota Energy Code, energy code
deficiencies should also be identified in the existing structures.
Findings
The building hascode deficiencies exceeding the 15 percent building code deficiency criteria required to be determined
substandard (see the attached Building Code, Condition Deficiency and Context Analysis Reports).
TEAM CREDENTIALS
MICHAEL A. FISCHER, AIA, LEED AP -PROJECT PRINCIPAL / TIF ANALYST
Michael has 38 years of experience as project principal, project manager, project designer and project architect on planning,
urban design, educational, commercial,and governmental projects. He has become an expert on Tax Increment Finance
District analysis assisting over 125cities with strategic planning for TIF Districts. He is an Architectural Principal and Vice
President at LHB.
Michael completed a two-year Bush Fellowship, studying at MIT and Harvard in 1999, earning master’s degrees in City Planning
and Real Estate Development from MIT. He has served on more than 50 committees, boards, and community task forces,
including City Council President in Superior, Wisconsin, Chair of the Duluth/Superior Metropolitan Planning Organization, and
Chair of the Edina, Minnesota Planning Commission. Most recently, he served as a member of theEdinacitycounciland
SecretaryoftheEdinaHRA.Michaelhasalsomanagedanddesigned several award-winning architectural projects and was one
of four architects in the Country to receive the AIA Young Architects Citation in1997.
PHIL FISHER –INSPECTOR
For 35 years, Phil Fisher worked in the field of Building Operations in Minnesota including White Bear Lake Area Schools. At
the University of Minnesota,he earned his Bachelor of Science in Industrial Technology. He is a Certified Playground Safety
Inspector, Certified Plant Engineer, and is trained in Minnesota Enterprise Real Properties (MERP) Facility Condition
Assessment (FCA). His FCA training was recently applied to the Minnesota Department of Natural Resources Facilities
Condition Assessment project involving over 2,000 buildings.
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ATTACHMENTS
We have attached a Building Code, Condition Deficiency and Context Analysis Report, Replacement Cost Report, Code
Deficiency Report, and thumbnail photo sheets of the building.
Please contact me at (612) 752-6920 if you have any questions.
LHB, INC.
MICHAEL A. FISCHER, AIA, LEED AP
c:LHB ProjectNo.180643.01
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1946 English Street Redevelopment TIF District| 2024
Building Code, Condition Deficiency and Context Analysis Report
Parcel A Moose Lodge
Address:1946 English Street, Maplewood, Minnesota 55109
Parcel ID:152922230051
Inspection Date(s) & Time(s):September 20, 2024, 1:30 PM
Inspection Type:Verification
Summary of Deficiencies:It is our professional opinion that this building is Substandard because:
INSPECTORS OBSERVATION
LHBconducted a Building Code Deficiency inspection of the Moose Lodge located in Maplewood Minnesota on August 8,
2018, while it was still in operation. The purpose of that inspection was to determine if the property would meet the Minnesota
requirements for Tax Increment Financing. Theinspector assessed the interior and exterior for code deficienciesand
recordedthe physical conditionsof the property. Duringa more recentinspection conducted on September 20,2024, the
inspectorwas able to verify that the buildinghas not been improved sincethe 2018 inspection.In addition, there is no record
of building permits for any improvements to the property since the 2018 inspection.
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