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HomeMy WebLinkAbout2024-12-09 EDA Meeting Packet AGENDA MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY MEETING 6:45 P.M. Monday, December 9, 2024 City Hall, Council Chambers A. CALL TO ORDER B. ROLL CALL C. APPROVAL OF AGENDA D. APPROVAL OF MINUTES 1. November 12, 2024 Economic Development Authority Special Meeting Minutes E. PUBLIC HEARING None F. UNFINISHED BUSINESS None G. NEW BUSINESS 1. 2025 EDA Calendar 2. Consent to Assignment of Tax Increment Financing, Assignment of Development Agreement and Form of Allonge Endorsement Regarding Gladstone Village II 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 D1 MEETING MINUTES MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY SPECIAL MEETING 6:30 P.M. Tuesday, November12, 2024 City Hall, Council Chambers A.CALL TO ORDER A special meeting of the Maplewood Economic Development Authority (EDA)was heldin the City Hall Council Chambers and was called to order at6:34p.m. by Vice President Cave. B.ROLL CALL Marylee Abrams, PresidentAbsent Rebecca Cave, Vice PresidentPresent Kathleen Juenemann, CommissionerPresent Chonburi Lee, CommissionerPresent Nikki Villavicencio,CommissionerPresent C.APPROVAL OF AGENDA oved to approve the agendaas submitted. CommissionerLeem Seconded by CommissionerJuenemann Ayes – All The motion passed. D.APPROVAL OF MINUTES 1.September 9, 2024 Economic Development Authority Meeting Minutes Commissioner Juenemannmoved to approve the September 9, 2024 Economic Development Authority Meeting Minutes as submitted. Seconded by Commissioner Lee Ayes – All The motion passed. 2.October 15, 2024 Economic Development Authority Bus Tour Meeting Minutes CommissionerLeemoved to approve the October 15, 2024 Economic Development AuthorityBus TourMeeting Minutes assubmitted. Seconded by CommissionerVillavicencio Ayes – Vice President Cave Commissioner Lee Commissioner Villavicencio Abstain – Commissioner Juenemann The motion passed. November12, 2024 Maplewood Economic Development AuthoritySpecial Meeting Minutes 1 EDA Packet Page Number 1 of 30 D1 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 Assistant Executive Director Parr introduced the item. Schane Rudlang, Municipal Adviser with Ehlers, gave the presentation. oved to approve the resolution adopting Modification of the CommissionerLeem Development District Program for Development District No. 1 and the Tax Increment Financing Plan for Tax Increment Financing District No. 1-18. Resolution24-11-0022 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 DevelopmentAuthority 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. November12, 2024 Maplewood Economic Development AuthoritySpecial Meeting Minutes 2 EDA Packet Page Number 2 of 30 D1 1.04. To promote development and redevelopment of the community, the City previously established Development District No. 1 (the “Development District”) and adopted a Development District Program (the “Development Program”) for same. 1.05. In response to a redevelopment proposal regarding the 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 DistrictNo. 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 onOctober 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. 2.03.MEDA finds that its objectives of encouraging development and redevelopment within the designated area of Maplewood will be advanced by adoption of the modified Development Program and the TIF Plan. 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 ofthe property within TIF District No. 1-18 be certified to MEDA by Ramsey County. Seconded by CommissionerVillavicencio Ayes – All November12, 2024 Maplewood Economic Development AuthoritySpecial Meeting Minutes 3 EDA Packet Page Number 3 of 30 D1 The motion passed. CommissionerJuenemannmoved to approve the Contract for Private Development with Gladstone Village II Limited Partnership. Seconded by Commissioner Lee Ayes – All The motion passed. CommissionerJuenemannmoved to approve the resolution authorizing an Interfund Loan for Advance of Certain Costs in Connection with Tax Increment Financing District No. 1-18. Resolution 24-11-2023 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 November12, 2024 Maplewood Economic Development AuthoritySpecial Meeting Minutes 4 EDA Packet Page Number 4 of 30 D1 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 incrementfrom the TIF District. 2.03. Payments on the Interfund Loan are payable solely from Available Tax Increment, which shall mean, on each Payment Date, tax increment available after other obligations of the TIF District have been paid, or as determined by MEDA’s Executive Director, generated in the preceding six months with respect to the property within the TIF District and remitted to MEDA by Ramsey County, Minnesota, all in accordance with the TIF Act. Payments shall be applied first to accrued interest, and then to unpaid principal. Payments on the Interfund Loan may be subordinated to any outstanding or future bonds or notes issued by MEDA and secured in whole or in part with tax increment from the TIF District. 2.04. The principal sum and all accrued interest payable under the Interfund Loan are prepayable in whole or in part at any time by MEDA without premium or penalty. No partial prepayment shall affect the amount or timing of any other regular payment otherwise required to be made under the Interfund Loan. 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. November12, 2024 Maplewood Economic Development AuthoritySpecial Meeting Minutes 5 EDA Packet Page Number 5 of 30 D1 2.07. MEDA may from time to time amend the terms of this resolution to the extent permitted by law, including without limitation amendment to the payment schedule and the interest rate; provided, however, that the interest rate may not be increased above the maximum specified in Section 469.178, subdivision 7 of the TIF Act. 2.08. MEDA officials and consultants are hereby authorized and directed to execute any documents or take any actions necessary or convenient to carry out the intent of this resolution. Section 3. Effective Date. This resolution is effective upon approval. Seconded by Commissioner Villavicencio Ayes – All The motion passed. 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 Assistant Executive Director Parr gave the staff report. ed to approve the resolution regarding the demolition of the Commissioner Leemov structurally substandard building at 1946 English Street and inclusion of the parcel in a future redevelopment tax increment financing district. Resolution24-11-0024 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 ofthe 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 buildinglocated 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 November12, 2024 Maplewood Economic Development AuthoritySpecial Meeting Minutes 6 EDA Packet Page Number 6 of 30 D1 WHEREAS, no repairs or improvements have been made to the building or the Propertysince the time of the LHB report and it has continued to deteriorate; and WHEREAS, a water pipe break in early 2021 resulted in further damage to the structure; and WHEREAS, on October 28, 2024 LHB updated their earlier report to reflect that the buildinghas only further declined since their 2018 inspection; and WHEREAS, Minnesota Statutes, section 469.174, subd. 10(d)(2) allows the demolition of astructurally substandard building and inclusion of the parcel in a redevelopment tax incrementfinancing district within three years of the date of demolition if, prior thereto, the EDA adopts aresolution finding the building to be structurally substandard and the coverage test to be met andexpressing the EDA's intent to incorporate the parcel in a future tax increment financing district. NOW, THEREFORE, BE IT RESOLVED by the Maplewood Economic DevelopmentAuthority as follows: 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 repairsor 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. Seconded by Commissioner Juenemann Ayes – All The motion passed. H.ADJOURNMENT Vice President Caveadjourned the meeting at6:50p.m. November12, 2024 Maplewood Economic Development AuthoritySpecial Meeting Minutes 7 EDA Packet Page Number 7 of 30 THIS PAGE IS INTENTIONALLY LEFT BLANK EDA Packet Page Number 8 of 30 G1 MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITYSTAFF REPORT Meeting Date December 9, 2024 REPORT TO:Michael Sable, Executive Director REPORT FROM: Michael Martin, Interim Community Development Director PRESENTER:Michael Martin, Interim Community Development Director 2025 EDA Meeting Calendar AGENDA ITEM: Action Requested:MotionDiscussionPublic Hearing Form of Action:ResolutionOrdinanceContract/AgreementProclamation Policy Issue: Approval of a meeting schedule for the Economic Development Authority (EDA) for the upcoming calendar year helps the EDA, city staff, applicants, and residents plan ahead for the year. Recommended Action: Motion to approve the 2025 EDA Meeting Calendar with meetings on January 13, April 14, July 14, September 8, and December 8 in 2025. 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 Communication Operational EffectivenessTargeted Redevelopment N/A Background: Near the end of each year, the EDA establishes a regular meeting schedule for the next calendar year. The meetings generally occur quarterly with adjustments to account for the city’s budget process. Staff recommends that the EDA establish a similar meeting calendar for 2025 with the following dates: •January 13th •April 14th •July 14th •September 8th •December 8th EDA Packet Page Number 9 of 30 G1 These dates correspond to regularly scheduledCity Council meeting dates, which allows the EDA meeting to take place before or immediately after the City Council meeting, as necessary. Additional meetings throughout the year can be scheduled to review pertinent EDA business. The EDA has the ability to cancel or add meetings as needed as long as all notice requirements are met. Attachments: None EDA Packet Page Number 10 of 30 G2 MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY STAFF REPORT Meeting Date December 9, 2024 REPORT TO: Michael Sable, Executive Director REPORT FROM: Michael Martin, Interim Community Development Director Ron Batty, EDA Attorney PRESENTER:Ron Batty AGENDA ITEM: Consent to Assignment of Tax Increment Financing, Assignment of Development Agreement and Form of Allonge Endorsement Regarding Gladstone Village II Action Requested: Motion Discussion Public Hearing Form of Action: Resolution Ordinance Contract/Agreement Proclamation Policy Issue: Should the Maplewood EDA consent to the assignment by Gladstone Village II Limited Partnership, the developer of the affordable housing project at 1880 English Street, of certain tax increment benefits to the Minnesota Housing Finance Agency (“MHFA”) as security for MHFA’s loan to the developer for the project? Recommended Action: Motion to authorize and direct the President and Executive Director to execute the Consent to Assignment of Tax Increment Financing, Assignment of Development Agreement and form of Allonge Endorsement attached hereto as Attachment 1. Fiscal Impact: Is There a Fiscal Impact? No Yes, the true or estimated cost is $0.00 Financing source(s): Adopted Budget Budget Modification New Revenue Source Use of Reserves Other: n/a Strategic Plan Relevance: Community Inclusiveness Financial & Asset Mgmt Environmental Stewardship Integrated Communication Operational Effectiveness Targeted Redevelopment Background: The City of Maplewood and the Maplewood EDA recently created Tax Increment Financing District No. 1-18 and the EDA approved a tax increment financing agreement with Gladstone Village II Limited Partnership (the “Developer”) regarding a 56-unit affordable housing project at 1880 English EDA Packet Page Number 11 of 30 G2 Street. MHFA will make a loan to the Developer of $5,120,000 for the project. As part of the security for the loan, MHFA requires that the Developer assign its rights to tax increment to be received from the EDA in the event the Developer defaults on the loan from MHFA. If all goes well, the EDA will make payments to the Developer after the project is completed and the TIF Note is issued. If the Developer defaults on the MHFA loan, the EDA will make payments under the Note to MHFA. This is standard practice and has no adverse consequences for the EDA. Attachments: 1. Assignment of Tax Increment Financing, Assignment of Development Agreement and form of Allonge Endorsement EDA Packet Page Number 12 of 30 G2, Attachment 1 Minnesota Housing Finance Agency ASSIGNMENT OF TAX INCREMENT FINANCING THIS ASSIGNMENT OF TAX INCREMENT FINANCING(this “Assignment”) is effective as of the _____ day of ____________, 2024, between Gladstone Village II Limited Partnership, a Minnesota limited partnership, with its offices located at 1335 Pierce Butler Route, St. Paul, MN 55104 (“Borrower”), and Minnesota Housing Finance Agency, a public body corporate and politic of the State of Minnesota, with its offices located at 400 Wabasha Street North, Suite 400, St. Paul, MN 55102-1109 (“Lender”). RECITALS A.Le nder is making a loan to Borrower in the original principal amount of $5,120,000.00 (the “Loan”) for construction of a multifamily housing facility, legally described in the Mortgage defined in this Assignment (the “Property”). B.As evidence of the Loan, Borrower is executing and delivering to Lender its: (i) HUD Risk-Sharing Program Mortgage Note dated of even date with this Assignment, in the original principal amount of the Loan (the “Note”); (ii) HUD Risk-Sharing Program Combination Mortgage, Security Agreement, Assignment of Rents and Leases and Fixture Financing Statement (the “Mortgage”), dated of even date with this Assignment; and (iii) certain other loan and security documents (collectively, the “Loan Documents”). C.The Property is a part of Tax Increment Financing District No. 1-18 (the “Tax Increment District”) created by the Maplewood Economic Development Authority, a public body corporate and politic under the laws of Minnesota (the “EDA”). D.Borrower and the EDA have entered into a Contract for Private Development dated ______________. 2024, (the “Development Agreement”), setting forth the EDA’s agreement to provide tax increment financing to Borrower in the form of reimbursements to Borrower out of tax increments derived from the Property (the “Tax Increment Financing”) as consideration for undertaking certain improvements and maintaining certain low income housing rental units. E.In order to evidence the Tax Increment Financing, the EDA will, in accordance with the Development Agreement, issue to Borrower its Taxable Tax Increment Revenue Note (the “TIF Note”). The TIF Note will be in the principal amount of the lesser of: (i) $310,000.00, or (ii) the total Qualifying Costs, as described in the Development Agreement, actually incurred by Borrower and approved by the EDA. The TIF Note will be in the form of the Note attached to the Development Agreement as Exhibit D. F.The TIF Note, the Development Agreement, and any and all related amendments and documents are referred to collectively in this Assignment as the “Tax Increment Financing Documents”. DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 13 of 30 G2, Attachment 1 G. As further security for repayment of the Loan, Borrower is executing and delivering this Assignment to Lender. AGREEMENT NOW THEREFORE, Borrower and Lender agree as follows: 1. Assignment. Borrower transfers, assignsand grants a security interest in, pledges, and conveys to Lender all right, title and interest of Borrower in and to the Tax Increment Financing and the Tax Increment Financing Documents, together with all proceeds thereof and the immediate and continuing right to receive and collect all amounts due or to become due under the Tax Increment Financing Documents, and all other rights that may derive from or accrue under the Tax Increment Financing Documents including the right to amend, cancel, modify, alter or surrender the Tax Increment Financing Documents. Lender does not assume any obligations of Borrower under the Tax Increment Financing Documents unless and until Lender assumes those obligations in writing. Borrower makes this assignment for the purpose of securing the following obligations (collectively referred to as the “Secured Indebtedness”): (i) payment of the principal amount of the Loan, together with interest accrued on that principal amount, (ii) payment of all other sums, together with interest on those sums, becoming due and payable to Lender as described in the Loan Documents; and (iii) performance and discharge of each and every obligation, covenant and agreement of Borrower in this Assignment and the Loan Documents. 2. Warranties. Borrower covenants, warrants, represents and agrees that: A. Borrower is the owner of the Tax Increment Financing Documents free and clear from any and all liens, security interests, encumbrances or other right, title or interest of any other person, firm or corporation and has the full right and title to assign and pledge the Tax Increment Financing and the Tax Increment Financing Documents; B.There are no existing defaults under the Tax Increment Financing Documents; C.Borrower will not amend, alter, cancel, modify or surrender the Tax Increment Financing Documents without the prior written consent of Lender. D. Borrower is in full compliance with the terms of the Development Agreement and the Development Agreement remains in full force and effect. E. There are no defenses, set-offs or counterclaims against or with regard to the TIF Note or the Development Agreement or the indebtedness evidenced by those documents. The TIF Note and the Development Agreement are valid and enforceable obligations in accordance with their terms. 3. Performance under the Tax Increment Financing Documents. DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 14 of 30 G2, Attachment 1 A. Borrower will enforce or secure the performance of each and every obligation of the EDA in the Tax Increment Financing Documents. B. Borrower will not borrow against, further pledge or assign any payments due under the Tax Increment Financing Documents. C. Borrower will not waive, excuse, condone or in any manner release or discharge the EDA from its obligations under the Tax Increment Financing Documents. 4. Present Pledge and Assignment. A. This Assignment constitutes a perfect, absolute and present pledge and assignment in connection with which Borrower will deliver to Lender the Tax Increment Financing Documents endorsed and assigned to Lender. Borrower will execute and deliver to Lender the Allonge Endorsement, in substantially the same form as Exhibit A attached to this Assignment, on the date that the TIF Note is dated, issued, and delivered to Borrower by the EDA in accordance with the Development Agreement. Borrower will execute and deliver to Lender the Assignment of Development Agreement, in substantially the same form as Exhibit B attached to this Assignment, on the date of this Assignment. B. Borrower will retain the right to collect the semi-annual payments under the TIF Note unless and until an Event of Default has occurred under this Assignment. C.From and after an Event of Default under this Assignment and upon notice given by Lender to Borrower and the EDA as set forth in paragraph 7 below, all payments on the Tax Increment Financing are to be paid directly to Lender to be held and applied by Lender in paragraph 7. Subsequent to Lender giving that notice, if Borrower receives any payments on the Tax Increment Financing, Borrower will immediately remit those payments to Lender. 5. Security Agreement.This Agreement constitutes a Security Agreement under the Uniform Commercial Code as adopted in the state of Minnesota (the “Code”) and is governed by the Code. 6. Events of Default. Each of the following constitutes an Event of Default: A. Borrower defaults in the performance of any of the terms of the Loan Documents, and that default continues beyond any applicable cure period provided in those documents; or B.Borrower fails to comply with or perform any of the terms, conditions or covenants of this Assignment, and that failure continues for more than 30 days; or C.Any representation or warranty made by Borrower in this Assignment is false, breached or dishonored in any material manner. pon or at any time after an Event of Default, Lender may declare all amounts 7. Remedies. U owing under the Loan Documents and this Assignment immediately due and payable and DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 15 of 30 G2, Attachment 1 provide notice to the EDA, with a copy to Borrower, to make all subsequent payments on the Tax Increment Financing to Lender. Lender may apply all amounts held by Lender, including the Tax Increment Financing, to the Secured Indebtedness, enforce the payment of the Secured Indebtedness and exercise all of the rights of a holder of the Tax Increment Financing Documents. In addition, upon the occurrence of an Event of Default, Lender may, without demand, advertisement or notice of any kind (except notice required under the Code), all of which are, to the extent permitted by law, expressly waived by Borrower: A. exercise any of the remedies available to a secured party under the Code; B.proceed immediately to exercise each and all of the powers, rights, and privileges reserved or granted to Lender under the Loan Documents; C.proceed to protect andenforce this Assignment by suits or proceedings or otherwise; and D. exercise any other legal or equitable remedy available to Lender. If any notice is required to be given under the Code, the requirement for reasonable notice is satisfied by giving at least 10 days’ notice prior to the event or thing giving rise to the requirement of notice. 8. Authorization to the EDA. The EDA is irrevocably authorized and directed to recognize the claims of Lender without investigating the reason for any action taken or the validity of or the amount of Secured Indebtedness owing to Lender or the existence of any Event of Default. Borrower irrevocably directs and authorizes the EDA to pay exclusively to Lender or its assigns, from and after the effective date of this Assignment, all amounts due under the Tax Increment Financing Documents without the necessity for a judicial determination that Lender is entitled to exercise its rights under this Assignment. To the extent that payments are made to Lender, Borrower agrees that the EDA has no further liability to Borrower for those amounts paid. The signature of Lender will be sufficient for the exercise of any rights under this Assignment, and the receipt by Lender of any amount paid by the EDA will be in discharge and release of that portion of any amount owed by the EDA. 9. Additional Instruments. Upon the request of Lender, Borrower will, at its own expense, execute, deliver, and file all assignments, certificates, financing statements or other documents in relation to or evidencing this Assignment (the “Additional Instruments”). Borrower will also give further assurances and do all other acts and things as Lender may request to enable Lender to perfect or to exercise its interest in the Tax Increment Financing and the Tax Increment Financing Documents or to protect, enforce, or exercise its rights and remedies. If Borrower is unable or unwilling to execute, deliver, or file any Additional Instruments, as and when reasonably requested by Lender, then Borrower authorizes Lender to sign, deliver, and file as its true and lawful agent and attorney-in-fact, coupled with an interest, any Additional Instrument. DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 16 of 30 G2, Attachment 1 10. Amendment. The Tax Increment Financing Documents may not be amended, altered, cancelled, modified or surrendered without the prior written consent of Lender. 11. Release. Upon the earlier of the termination or expiration of the TIF Note or payment and performance in full of the Secured Indebtedness, this Assignment will be released and be of no further effect. 12. Successors and Assigns. This Assignment will be binding upon Borrower and its successors and assigns and will inure to the benefit of Lender and its successors and assigns. 13. Governing Law. This Assignment is governed by the laws of the state of Minnesota. 14. Validity Clause. The unenforceability or invalidity of any provision of this Assignment will not render any other provision or provisions unenforceable or invalid. Any provisions found to be unenforceable will be severable from this Assignment. 15. Notice. Notices that any party may give to any other party must be in writing and be sent by certified mail, to the respective party’s address as set forth above, or any other place as the respective party may by notice in writing to the other party designate as its address. 16. Attorney’s Fees. Borrower agrees to pay all costs of collection, including reasonable attorney’s fees, at any time paid or incurred by Lender in connection with the enforcement of its rights under this Assignment. (THE REMAINING PORTION OF THIS PAGE IS INTENTIONALLY LEFT BLANK) DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 17 of 30 G2, Attachment 1 IN WITNESS WHEREOF, each of Borrower and Lender have executed this Assignment of Tax Increment Financing as of the date of this Assignment. BORROWER: GLADSTONE VILLAGE II LIMITED PARTNERSHIP a Minnesotalimited partnership By: Frost-English Partners LLC a Minnesota limited liability company General Partner By: J. Kou Vang, President DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 18 of 30 G2, Attachment 1 LENDER: MINNESOTA HOUSING FINANCE AGENCY By: ____________________________________ James Lehnhoff Assistant Commissioner, Multifamily DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 19 of 30 G2, Attachment 1 Attach Allonge Endorsement ALLONGE ENDORSEMENT TO UNITED STATES OF AMERICA STATE OF MINNESOTA RAMSEY COUNTY MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY TAXABLE TAX INCREMENT REVENUE NOTE SERIES _______ FOR VALUE RECEIVED, Gladstone Village II Limited Partnership, a Minnesota limited partnership (“Owner”) endorses, assigns and transfers to the Minnesota Housing Finance Agency, a public body corporate and politic of the State of Minnesota (“MHFA”), all right, title and interest in and to the following described “TIF Note”: United States of America State of Minnesota Ramsey County Maplewood Economic Development Authority Taxable Tax Increment Revenue Note Series _________, in the original principal amount of $310,000.00, dated _____________________, executed by the Maplewood Economic Development Authority, as Maker, to Gladstone Village II Limited Partnership, a Minnesota limited partnership, as Holder. Notwithstanding the foregoing, Owner shall retain the right to collect the payments due under the TIF Note unless and until an event of default has occurred under any of those certain loan documents evidencing a loan in the amount of $5,120,000.00from MHFA to Owner (a “Default”). Upon notice from MHFA to Maplewood Economic Development Authority that a Default has occurred, all payments due under the TIF Note will be paid directly to MHFA. (THE REMAINING PORTION OF THIS PAGE IS INTENTIONALLY LEFT BLANK) DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 20 of 30 G2, Attachment 1 Dated at _____________, Minnesota, this ___ day of _____________, 20__. THIS ALLONGE IS TO BE AFFIXED TO THE NOTE DESCRIBED ABOVE GLADSTONE VILLAGE II LIMITED PARTNERSHIP a Minnesota limited partnership By: Frost-English Partners LLC a Minnesota limited liability company General Partner By: J. Kou Vang DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 21 of 30 G2, Attachment 1 CONSENTED AND AGREED TO BY: MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY By:________________________________ Its _____________________________ DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 22 of 30 G2, Attachment 1 Minnesota Housing Finance Agency ASSIGNMENT OF DEVELOPMENT AGREEMENT THIS ASSIGNMENT OF DEVELOPMENT AGREEMENT (this “Assignment”) is made as of the _____ day of _________, 2024, by Gladstone Village II Limited Partnership, a Minnesota limited partnership, with its offices located at 1335 Pierce Butler Route, St. Paul, MN 55104 (“Borrower”), to Minnesota Housing Finance Agency, a public body corporate and politic of the State of Minnesota, with its offices located at 400 Wabasha Street North, Suite 400, St. Paul, MN 55102- 1109 (“Lender”). RECITALS A. Borrower has entered into a Contract for Private Development with The Maplewood Economic Development Authority , a public body corporate and politic under the laws of Minnesota (the “EDA”), dated as of ___________, 2024, (the “Development Agreement”) concerning certain real property described in Exhibit A. B. The EDA has agreed to make payments to Borrower (the “TIF Payments”) in accordance with the terms and conditions of the Development Agreement. C. Borrower wishes to assign its rights under the Development Agreement to Lender, and Lender wishes to accept the assignment. NOW, THEREFORE, in consideration of the sum of One Dollar ($1.00) and other good and valuable consideration, Borrower sells, assigns, transfers, and sets over to Lender the Development Agreement, including all related rights and interests. 1. Borrower irrevocably appoints Lender as its attorney-in-fact to enforce and satisfy the Development Agreement for and on behalf of and in the name of Borrower or, at the option of Lender, in the name of Lender, with the same force and effect as Borrower could do if this Assignment had not been made. 2. Borrower agrees that Lender does not assume any of the obligations or duties of Borrower under or with respect to the Development Agreement unless and until Lender has given the EDA written notice of the assumption. 3. Borrower represents and warrants that: A. There have been no prior assignments of Borrower’s interest in the Development Agreement; B. It has the right to assign the Development Agreement to Lender; C. The Development Agreement is a valid, enforceable agreement; DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 23 of 30 G2, Attachment 1 D. None of the parties is in default under the Development Agreement; and E.All covenants, conditions and agreements have been performed as required in the Development Agreement except those not due to be performed until after the effective date of this Assignment. 4. Borrower agrees that no change in the terms of the Development Agreement will be valid without the written approval of Lender. 5. Borrower agrees not to assign, sell, pledge, mortgage or otherwise transfer or encumber its interest in the Development Agreement so long as this Assignment is in effect. 6. Borrower agrees to pay all costs and expenses (including, without limitation, reasonable attorney’s fees) that Lender may incur in exercising any of its rights under this Assignment. (THE REMAINING PORTION OF THIS PAGE IS INTENTIONALLY LEFT BLANK) DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 24 of 30 G2, Attachment 1 IN WITNESS WHEREOF, Borrower has caused this Assignment of Development Agreement to be executed as of the ____ day of ______________, 2024. BORROWER: GLADSTONE VILLAGE II LIMITED PARTNERSHIP a Minnesotalimited partnership By: Frost-English Partners LLC a Minnesota limited liability company General Partner By: J. Kou Vang, President DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 25 of 30 G2, Attachment 1 CONSENTED AND AGREED TO BY: MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY a public body corporate and politic under the laws of Minnesota By:________________________________ Its _____________________________ DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 26 of 30 G2, Attachment 1 Exhibit A LEGAL DESCRIPTION The South 7 feet of Lot 7, and all of Lots 8, 9, 10, 11, and 12, Block 3, Gladstone, Ramsey County, Minnesota. Exhibit A Attach Allonge Endorsement DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 27 of 30 G2, Attachment 1 Exhibit B Attach Assignment of Development Agreement DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 28 of 30 G2, Attachment 1 CONSENT OF THE MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY The Maplewood Economic Development Authority, a public body corporate and politic under the laws of Minnesota, with its offices located at 1830 County Road B E., Maplewood, MN 55109 (the “EDA”), acknowledges that it has reviewed the Assignment of Tax Increment Financing entered into between Gladstone Village II Limited Partnership, a Minnesota limited partnership (“Borrower”), and the Minnesota Housing Finance Agency, a public body corporate and politic of the State of Minnesota (“Lender”), dated ______________, 2024, to which this Consent is attached, the Assignment of Development Agreement by and between Borrower and Lender dated _____________, 2024, and the form of Allonge Endorsement (collectively, the “Assignment”). Subject to the provisions of paragraph 2 below, the EDA consents to the terms of the Assignment. The EDA agrees from and after the date of the Assignment, upon a request by Lender or its successors and assigns, and the assumption in writing by Lender or its successors and assigns of the remaining unfulfilled obligations of Borrower under the Development Agreement, to make all payments on the Tax Increment Financing as described in the Assignment. 1. The EDA further represents and warrants to Lender: A. That it has received good and valuable consideration for the Development Agreement. B.That the unpaid balance due on the TIF Note (as defined in the Assignment) upon issuance will be the lesser of: (i) $310,000.00 ; (ii) or the total Qualifying Costs, as described in the Development Agreement, actually incurred by Borrower and approved by the EDA. C. To the actual knowledge of the undersigned, Borrower is in full compliance with the terms of the Development Agreement and the Development Agreement remains in full force and effect. D. To the actual knowledge of the undersigned, there are no current defenses, set-offs or counterclaims against or with regard to the TIF Note or the Development Agreement or the indebtedness evidenced by those documents. The TIF Note and the Development Agreement are valid and enforceable obligations of the EDA in accordance with their terms. 2. This Consent does not deprive the EDA of or limit any of the EDA’s rights or remedies under the Development Agreement and does not relieve Borrower of any of its obligations under the Development Agreement. 3. Notwithstanding the provisions of the Development Agreement, the EDA agrees that it will not exercise its remedies under the Development Agreement upon the occurrence of an Event of Default under the Development Agreement prior to providing notice of the Event of Default and an opportunity to cure to Lender. DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 29 of 30 G2, Attachment 1 Dated: _____________ MAPLEWOOD ECONOMIC DEVELOPMENT AUTHORITY a public body corporate and politic under the laws of Minnesota By:________________________________ Its ___________________________________ DOCSOPEN-MA745-47-993182.v1-12/4/24 EDA Packet Page Number 30 of 30